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HomeMy WebLinkAbout2020-05-11 City Council Agenda PacketCity Council 1 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. Monday, May 11, 2020 Special Meeting Virtual Meeting 5:00 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. ****BY VIRTUAL TELECONFERENCE ONLY*** https://zoom.us/join Meeting ID: 362 027 238 Phone: 1(669)900-6833 Pursuant to the provisions of California Governor’s Executive Order N-29-20, issued on March 17, 2020, to prevent the spread of Covid-19, this meeting will be held by virtual teleconference only, with no physical location. The meeting will be broadcast on Cable TV Channel 26, live on YouTube at https://www.youtube.com/c/cityofpaloalto, and Midpen Media Center at https://midpenmedia.org. Members of the public who wish to participate by computer or phone can find the instructions at the end of this agenda. To ensure participation in a particular item, we suggest calling in or connecting online 15 minutes before the item you wish to speak on. 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. 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 Action Item 1.Update and Discussion of the COVID-19 Health Emergency and the City's Response (THIS ITEM HAS BEEN REMOVED FROM THE AGENDA) Agenda Changes, Additions and Deletions Oral Communications 5:00-5:!5 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. REVISED 2 May 11, 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. Consent Calendar 5:15-5:20 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 2.Approval of ten (10) Five-year Contracts for On-call Geospatial Information Systems (GIS) Project Support Services on an As-needed Basis, with: 1) Critigen LLC; 2) GIS Solutions, Inc.; 3) Utility Data Contracts, Inc.; 4) Turf Image, Inc.; 5) Vestra Resources, Inc.; 6) Michael Baker International, Inc.; 7) iSpatial Techno Solutions, Inc.; 8) Geographic Information Services, Inc.; 9) Seven Tablets, Inc.; and, 10) Timmons Group, Inc., C20174611, for an Annual Collective Total Not-to-Exceed Amount of $700,000 Per Year, and a Five-year Collective Total Not-to-Exceed Amount of $3,500,000, with All Work Subject to Assigned Task Order and Availability of Funds 3.Approval of Amendment Number 1 to Contract Number C19170648 With Salas O'Brien Engineers, Inc. for Professional Design Services for the 12kV Electrical Distribution Network Rehabilitation Project at the Regional Water Quality Control Plant (RWQCP) to add Services, Increase Compensation by $142,939 for a new Not-to-Exceed Amount of $410,811, and Extend the Schedule for Performance Through December 31, 2022 - Capital Improvement Program Project WQ-19002 4.Adoption of a Resolution Approving the City's Participation in the State's Clean Fuel Reward Program via the Execution of the Participating Electric Distribution Utility Joinder to the Clean Fuel Reward Program Governance Agreement 5.Adoption of a Resolution Updating Statutory Findings for Unexpended Development Impact Fees 6.Approval of an Exemption From Competitive Solicitation and Approval of Amendment Number 3 to Contract Number S16163031 With Triple HS Inc., dba H.T. Harvey & Associates, in the Amount of $9,799 to Provide Further Professional Services, for a new Total Not-to-Exceed Amount of $63,828 for the San Francisquito Creek Pump Station Riparian Mitigation Monitoring 7.Adoption of a Motion Continuing the Proclamation of Local Emergency Due to COVID-19 7A. Approval of Emergency Services Order Requiring the Wearing of Face Coverings 3 May 11, 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. City Manager Comments 5:20-5:30 PM Action Items Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 5:30-6:00 PM 8.PUBLIC HEARING: Recommendation to Allow Expiration of a One-year ban on Office Uses Above the Ground Floor From Participating in the City’s Downtown Parking In-lieu Program. Environmental Assessment: Exempt Pursuant to California Environmental Quality Act (CEQA) Guidelines Section 15601(b)(3) 6:00-6:45 PM 9.Staff Recommends the City Council Discuss and Direct Staff to Reduce the Number of Members on the Human Relations Commission and Public Art Commission From Seven to Five; and Reopen Recruitment for Five Member Commissions 6:45-9:00 PM 10.Review and Discuss the Revised FY 2021 Proposed Operating and Capital Budget Overview 9:00-10:00 PM 11.Supporting Santa Clara County COVID-19 Testing-Tracing-Isolation Program 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. 4 May 11, 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 Additional Council Meetings- These will be published May 8, 2020 Sp. City Council Meeting - Budget Hearing May 12, 2020 Sp. City Council Meeting - Budget Hearing May 13, 2020 Schedule of Meetings Schedule of Meetings Tentative Agenda Tentative Agenda Informational Report City of Palo Alto Investment Activity Report for the Third Quarter, Fiscal Year 2020 Public Letters to Council Set 1 5 May 11, 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. Public Comment Instructions Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments may be submitted by email to city.council@cityofpaloalto.org. 2. Spoken public comments using a computer will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom-based meeting. Please read the following instructions carefully. A. You may download the Zoom client or connect to the meeting in- browser. If using your browser, make sure you are using a current, up-to-date browser: Chrome 30+, Firefox 27+, Microsoft Edge 12+, Safari 7+. Certain functionality may be disabled in older browsers including Internet Explorer. B. You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. C. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. D. When called, please limit your remarks to the time limit allotted. E. A timer will be shown on the computer to help keep track of your comments. 3. Spoken public comments using a smart phone will be accepted through the teleconference meeting. To address the Council, download the Zoom application onto your phone from the Apple App Store or Google Play Store and enter the Meeting ID below. Please follow the instructions B-E above. 4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. https://zoom.us/join Meeting ID: 362 027 238 Phone: 1(669)900-6833 City of Palo Alto (ID # 10413) City Council Staff Report Report Type: Consent Calendar Meeting Date: 5/11/2020 City of Palo Alto Page 1 Summary Title: Citywide GIS On-Call Project Support Services Title: Approval of ten (10) Five-year Contracts for On-call GIS Project Support Services With: 1) Critigen LLC; 2) GIS Solutions, Inc.; 3) Utility Data Contracts, Inc.; 4) Turf Image, Inc.; 5) Vestra Resources, Inc.; 6) Michael Baker International, Inc.; 7) iSpatial Techno Solutions, Inc.; 8) Geographic Information Services, Inc.; 9) Seven Tablets, Inc.; and, 10) Timmons Group, Inc.: C20174611, for an Annual Collective Total Not-to-Exceed Amount of $700,000 Annually, and a Five-year Collective Total Not-to-Exceed Amount of $3,500,000 From: City Manager Lead Department: IT Department Recommendation Staff recommends that Council approve, and authorize the City Manager or designee, to execute the attached ten (10) separate five-year contracts with Critigen LLC; GIS Solutions, Inc.; Utility Data Contracts, Inc.; Turf Image Inc.; Vestra Resources, Inc.; Michael Baker International, Inc.; iSpatial Techno Solutions, Inc.; Geographic Information Services, Inc.; Seven Tablets, Inc.; and Timmons Group, Inc.: Contract C20174611 for GIS On-call Professional Services in a total amount not to exceed $700,000 annually for all ten contracts collectively. Executive Summary A Geographic Information System (GIS) is a vital component of the City’s GIS strategy. It provides essential geospatial information to support several mission-critical business operations, including the Utilities’ Department’s system monitoring, land use analysis, permit tracking, preventive maintenance, public safety, police computer-aided dispatch, utilities billing and overall management of City operations and infrastructure. GIS also provides information to numerous external agencies, cities, counties, public utilities, and Stanford University to meet compliance requirements. The City was an early adopter of GIS in the 1980s, but the legacy system has several major functional gaps the City must surmount to be successful. These gaps in the City’s 2 Packet Pg. 6 City of Palo Alto Page 2 current geospatial environment reside in four areas: • Missing Key GIS Integrations with internal systems • Limited Mobile Capability • Limited Web Capability • Limited GIS Analysis Capability To address the gaps listed above, the legacy GIS needs to be modernized to enhance capabilities, fully leverage benefits of GIS, reduce the high cost of ownership, and to have a broader adoption of GIS technology in the City. The opportunity is to modernize the existing GIS with the selected vendors’ assistance to increase user efficiency, improve data quality and data management, and expand the effective use of the GIS by integrating with other business systems, for example, our Customer Information System (CIS), Enterprise Resource Planning (ERP) system, Tri- City CAD/911 Dispatch system, Outage Management System (OMS), Utility Engineering Systems, Public Works Asset Management Systems, and many others. The Information Technology Department posted an RFP to seek qualified firms that can provide on-call, time-limited, project-based GIS professional services on an as-needed basis. Since the City’s GIS needs span many domains, and with a tight contractor market in Silicon Valley, the City needs multiple vendors to ensure vendors with the appropriate domain expertise are chosen and there are options available. Under these ten contracts, vendors will not be guaranteed or assured of any specific quantity of work to be performed. If work is performed by any one or more consultants, the City will ensure that the aggregate total compensation across all ten vendors will not exceed the total compensation allowed and current approved funding will span multiple fiscal years. Background The City completed a strategic assessment study in 2017 with a consultant to guide the City’s GIS advancement with enterprise GIS strategies and objectives, technology recommendations, definitions of implementation operations options, along with phasing and cost information. The following are the high-level challenges of the City’s legacy GIS technology: • The legacy GIS needs to be modernized to enhance capabilities, fully leverage benefits of GIS and reduce the high cost of ownership • The GIS needs to be accessible to a broader base of users through modern web and mobile interfaces • With the new system, GIS technology adoption, can be broader • Missing key GIS Integrations with other enterprise systems • Need to expand GIS analysis capability 2 Packet Pg. 7 City of Palo Alto Page 3 These will be mitigated by a replacement with a more modern and industry leading Esri ArcGIS software as the new GIS platform for the City, for the following reasons: • Industry dominant GIS solution • Long-term viability • Comprehensive toolset • Data Compatibility / Interagency Relationships • Esri eco-system is broad and deep, and has a robust user base The RFP process sought to identify qualified firms that can provide on-call GIS project support services on an as-needed basis. The on-call GIS project support services that the City typically seeks are as follows, but not limited to: • GIS infrastructure setup and ArcGIS platform configuration project support • Spatial database management project support • GIS software, application, database development, and integration projects • Spatial modeling and analysis projects • Real-time integration and streaming data visualization projects • CAD and GIS integration projects • Utility Department-specific GIS projects • GIS data maintenance projects Discussion With the modernization of the GIS the City would further the City’s business operations in support of residents, visitors, and businesses in the community. Since the City’s GIS needs span many domains such as Utilities, Public Safety, Planning, and Public Works, executing agreements with multiple vendors would ensure the relevant domain expertise are chosen when project support services are needed. This contract is on the City’s professional services template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. In the event the City finds itself facing a challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for convenience. Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. The contract may also be temporarily suspended by written notice of the City Manager. Summary of City Proposal Process RFP Issued April 1, 2019 Pre-Proposal Meeting – Non-Mandatory April 10, 2019 Deadline for questions, clarifications April 17, 2019 Proposals Due April 24, 2019 Proposals Received 12 2 Packet Pg. 8 City of Palo Alto Page 4 Finalist Identified 10 Number of Vendors Selected for Contract 10 Resource Impact The annual funding for this contract ($700,000) was budgeted in the Information Technology Fund which was approved in the Fiscal Year 2019 adopted budget for GIS modernization. Funds were reappropriated in Fiscal Year 2020 as the RFP for these on- call project support services was issued at the end of Fiscal Year 2019. Due to the length of time needed for evaluation and the contracting review phases for these ten contracts, the funds will be encumbered before year end into these contracts. Staff will evaluate the further need for funding of these contracts during the Fiscal Year 2022 budgeting preparations. Subsequent years of the contract will be subject to approval through the annual budgeting process. Stakeholder Engagement Vendors were evaluated and chosen through the City’s RFP process, RFP 174611. Environmental Review Approval of these contracts does not constitute a project under the California Environmental Quality Act (CEQA); therefore, an Environmental Assessment is not required. Attachment A: Below is a link to each of the ten contracts: • Critigen LLC C20174611A • GIS Solutions INC C20174611B • UDC INC C20174611C • Turf Image C20174611D • Vestra C20174611E • Michael Baker INC C20174611F • iSpatial C20174611G • Geographic Information Services INC C20174611H • Seven Tablets INC C20174611I • Timmons Group INC C20174611J Attachments: • Attachment2.a: Attachment A: Links to Contracts 2 Packet Pg. 9 Attachment A: Below is a link to each of the ten contracts: • Critigen LLC C20174611A • GIS Solutions INC C20174611B • UDC INC C20174611C • Turf Image C20174611D • Vestra C20174611E • Michael Baker INC C20174611F • iSpatial C20174611G • Geographic Information Services INC C20174611H • Seven Tablets INC C20174611I • Timmons Group INC C20174611J 2.a Packet Pg. 10 City of Palo Alto (ID # 10969) City Council Staff Report Report Type: Consent Calendar Meeting Date: 5/11/2020 City of Palo Alto Page 1 Summary Title: Approval to Increase Compensation & Extend Term of Design contract for 12kV Loop Rehab. at WQCP Title: Approval of Amendment Number 1 to Contract Number C19170648 With Salas O'Brien Engineers, Inc., for Professional Design Services for the 12kV Electrical Distribution Network Rehabilitation Project at the Regional Water Quality Control Plant to add Services, Increase Compensation by $142,939 for a new Not-to-Exceed Amount of $410,811, and Extend the Schedule for Performance Through December 31, 2022 - Capital Improvement Program Project WQ-19002 From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute Contract Amendment No. 1 to Contract No. C19170648 with Salas O’Brien Engineers, Inc. (Attachment A), to increase the contract compensation by a not-to-exceed amount of $142,939 to provide additional electrical engineering services for the 12kV Electrical Distribution Network Rehabilitation Project (CIP WQ-19002) at the Regional Water Quality Control Plant (RWQCP), and to extend the schedule of performance through December 31, 2022. The revised total contract amount is not to exceed $410,811, including $373,465 for basic services and $37,346 for additional services. Background The 12,470 volt (12kV) Electrical Distribution Network (Loop) is critical infrastructure for the RWQCP. The 12kV Loop was designed to provide redundancy and resilience to RWQCP electrical systems, minimizing single points-of-failure that could cause cascading electrical faults/interruptions. Over the past 40 years, equipment has been added to the 12kV Loop to accommodate new projects, increase safety, and address performance issues (e.g., adding a 12kV capacitor bank to improve power quality). The 12kV Loop Rehabilitation Project design scope includes replacement of equipment at or beyond its design life and upgrades to accommodate future RWQCP capital projects. The 3 Packet Pg. 11 City of Palo Alto Page 2 Request for Proposals (RFP) for C19170648 was prepared with best available information at the time of the RFP solicitation. The contract was awarded to Salas O’Brien Engineers, Inc. (Salas O’Brien) in October 2018 (CMR #9274). Since contract award, Salas O’Brien has performed field survey work and prepared plans. Public Works and Utilities Department staff have coordinated electrical design standards for the project. Discussion During design, several items required additional services for the project to meet the City’s latest design standards, to incorporate comments from Utilities Department staff, and to best integrate new design information from other CIP projects. These items are organized into five general items, which compose the overall amendment fee request of $142,939 and the additional time to perform the work. • Item A. Additional structural engineering design and coordination. A new Sea Level Rise Adaptation Policy approved by City Council on March 18, 2019 (CMR #9576) requires all new critical infrastructure, such as the 12kV system, to be adaptable and protected from future sea level rise scenarios. At the time of the original RFP, the City’s Sea Level Rise Adaptation Policy was not yet adopted, and the original engineering fee did not include services for structural engineering design support. The additional design and coordination will help protect the 12kV investment from anticipated sea level rise scenarios in the years ahead. • Item B. Engineering design to replace Load Center No. 7 (LC7). During design workshops between Salas O’Brien, Public Works, and Utilities Department staff, Utilities Department staff identified deficiencies in the existing primary power feed configuration, as well as the need for future capacity in the general proximity of LC7 for other CIP projects. LC7 was not originally scheduled for rehabilitation. Additional fee and schedule are required to address LC7’s noted deficiencies and plan for future work. • Item C. Engineering design to replace secondary electric utility incoming electrical service switchgear. During design workshops between Salas O’Brien, Public Works, and Utilities Department staff, Utilities Department staff identified deficiencies in the existing 12kV secondary power feed configuration. The secondary power feed was not originally scheduled for rehabilitation. Additional fee and schedule are required to address the identified deficiencies. • Item D. Redesign effort. At the project start, Salas O’Brien was asked to replace older pad mounted switches with new Schweitzer and Conrad fused switches consistent with recent RWQCP project standards. After a joint meeting with Public Works and Utilities Department staff, RWQCP project standards were changed to match Utilities Department requirements. Therefore, the project will use oil-filled switches as the design basis, which are consistent with Utilities Department standards. The change requires Salas O’Brien to provide additional field investigation for field measurements to 3 Packet Pg. 12 City of Palo Alto Page 3 ensure adequacy of the existing site conditions. Additional coordination with the equipment manufacturer will also be required to obtain the updated physical size of the new equipment. • Item E. Expanded Power System Study. Additional effort is required to perform an expanded power system study, a coordination study, and an arc-flash study for the additional scope of work (e.g., LC7 and the secondary 12kV electric utility incoming electrical feeder). The current power system study is limited to new devices being replaced in the project. In addition to replacing equipment and accommodating new projects, the additional services will improve the facility’s redundancy by updating and improving the two 12kV power feeds into the RWQCP, adding flexibility for the location and configuration of future CIP projects, and adding resiliency by meeting the most recent policy guidelines. This contract is on the City’s professional services template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. In the event the City finds that due to fiscal challenges City resources need to be refocused elsewhere, the City can terminate for convenience. Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. The contract may also be suspended by written notice of the City Manager. Timeline The preliminary design (30%) of the electrical distribution loop was completed in May 2019. The detailed design will continue upon Council’s approval of this amendment. The detailed design is expected to be completed five months after Council approval. As part of the basic services, Salas O’Brien will provide engineering services during solicitation and construction of the capital project. Resource Impact Additional funding required for this contract amendment is available in the Fiscal Year 2020 Wastewater Treatment Fund Capital Improvement Program Plant Repair, Retrofit, and Equipment Replacement Project (WQ-19002). Palo Alto treats the combined wastewater from Palo Alto, Los Altos, Los Altos Hills, Mountain View, Stanford University, and East Palo Alto Sanitary District. Palo Alto’s share of this project is approximately 36% and the other five agencies’ share is approximately 64%, based on volume and strength of wastewater contribution of each partner. The $142,939 amount of the contract amendment is the combined cost for all the partners. Policy Implications This recommendation does not represent any change to existing City policies. Stakeholder Engagement 3 Packet Pg. 13 City of Palo Alto Page 4 This project is part of the Plant’s minor capital improvement program funded by Palo Alto and its five additional partner agencies. The five partner agencies are regularly updated about both the need for and the progress on wastewater treatment capital work. Updates are provided each year at an annual meeting and at other periodic meetings established to inform partner agency staff about the minor capital improvement program. This project has been part of that process. Environmental Review The project is exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15301, subsections (b) and (e)(1), Existing Facilities, as it involves the repair and maintenance of an existing publicly owned utility used to provide sewerage treatment services with a minor addition to an existing building and no or negligible expansion of use. Attachments: • Attachment3.a: Attachment A- Amendment No. 1 to Contract No. C19170648 3 Packet Pg. 14 Vers.: Aug. 5, 2019 Page 1 of 14 AMENDMENT NO. 1 TO CONTRACT NO. C19170648 BETWEEN THE CITY OF PALO ALTO AND SALAS O’BRIEN ENGINEERS This Amendment No. 1 (this “Amendment”) to Contract No. C19170648 (the “Contract” as defined below) is entered into as May 11, 2020, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and SALAS O’BRIEN ENGINEERS, a California corporation, located at 305 South 11th Street, San Jose, CA 95112 (“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 design and engineering services for the replacement of the 12kV electrical distribution network at the Regional Water Quality Control Plant (RWQCP) (the “Project”), as detailed therein. B. The Parties now wish to amend the Contract to extend the time for performance by up to six months, expand the scope of services to include additional, unanticipated engineering services related to the Project, and increase the maximum compensation accordingly. 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. C19170648 between CONSULTANT and CITY, dated October 1, 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 2 “TERM” of the Contract is hereby amended to read as follows: The term of this Agreement shall be from the date of its full execution through December 31, 2022. SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows: “The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (also referred to herein as the “Basic 3.a Packet Pg. 15 Vers.: Aug. 5, 2019 Page 2 of 14 Services”), and reimbursable expenses, shall not exceed Three Hundred Seventy-Three Thousand Four Hundred Sixty-Five Dollars ($373,465.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services (as defined below) are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed Four Hundred Ten Thousand Eight Hundred Eleven Dollars ($410,811.00). 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 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 “Scope of Services”, AMENDED AND REPLACES PREVIOUS. b. Exhibit “B” entitled “Schedule of Performance”, AMENDED AND REPLACES PREVIOUS. c. Exhibit “C” entitled “Compensation”, AMENDED AND REPLACES PREVIOUS. d. Exhibit “C-1” entitled “Hourly Rate Schedule”, AMENDED AND REPLACES PREVIOUS. SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. 3.a Packet Pg. 16 Vers.: Aug. 5, 2019 Page 3 of 14 SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) 3.a Packet Pg. 17 Vers.: Aug. 5, 2019 Page 4 of 14 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager or designee APPROVED AS TO FORM: City Attorney or designee (Contract over $25k) SALAS O’BRIEN Officer 1 By: Name: Title: Officer 2 (Required for Corp. or LLC) By: Name: Title: Attachments: Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACED PREVIOUS Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS Exhibit “C-1” entitled “HOURLY RATE SCHEDULE”, AMENDED, REPLACES PREVIOUS Jeffry Gosal Principal Jeffry Gosal Principal 3.a Packet Pg. 18 Vers.: Aug. 5, 2019 Page 5 of 14 EXHIBIT “A” SCOPE OF SERVICES (AMENDED, REPLACES PREVIOUS) This section describes the nature and scope of engineering and design services to be provided for the completion of the Project for the RWQCP engineering and design of the 12kV distribution network. The main features of scope of design and engineering services for electrical improvements shall include, but not be limited to, the following: 1. Replacement of five (5) each, 15kV rated pad-mounted switches 2. Replacement of load center #3 and #4 (consider replacement in the same location or potential new location) and load center #7 3. Review of other load centers to identify if replacements are required 4. Review of 15kV primary to 480V secondary distribution transformers to identify if replacements are required 5. Replacement of all 15kV rated cable 6. Replacement of cable terminations, splicing, and grounding equipment as required 7. Addition of active harmonic filters at Load Centers 8. Implementation of arc energy reduction methods to meet NEC 240.87 9. Coordinate meetings with, and implement CITY-approved comments from, the City of Palo Alto Utilities Department (CPAU) 10. Meet or exceed the City’s Sea Level Rise Adaptation Policy, approved by the City Council on March 18, 2019, including all necessary structural engineering to raise critical infrastructure above flood levels with sea-level rise estimates. CONSULTANT shall coordinate with CITY on exact elevations 11. A Power System Study to include all new infrastructure, including LC3, LC4, and LC7 This scope of services shall be used as a basis for the deliverables required for the project. • As part of Task 1, CONSULTANT shall prepare and submit for review and approval, a preliminary design, including single line and detailed drawings at 30% completion • As part of Task 2, CONSULTANT shall prepare and submit for review and approval, drawings and schematics at 60% completion and the final technical bid documents. • As part of Task 3, CONSULTANT shall provide bid period services. • As part of Task 4, CONSULTANT shall provide engineering services during construction. • As part of Task 5, CONSULTANT shall include the design of new harmonic filters into Tasks 1-4 as described above. Task 1 – Preliminary Design (30% Design) Predesign activities will include the following: a. Kickoff meeting with RWQCP and CPAU staff to define project requirements and to discuss equipment replacement options b. Review record drawings and project technical documents 3.a Packet Pg. 19 Vers.: Aug. 5, 2019 Page 6 of 14 c. Conduct field inspections of the 12kV distribution network. These field inspections will include inspections of the distribution cabling, pad-mounted switches, capacitor bank(s), load centers, transformers and all related 12kV electrical equipment. d. Prepare draft and final preliminary design reports that includes the following content as a minimum: i. Results of all field inspections, including estimates of quantities, types, and costs of replacing electrical equipment (preliminary cost estimate) ii. Evaluation of options to replace associated electrical equipment (load centers, transformers, etc.) iii. Recommendations for other electrical improvements iv. Preliminary (30% design level) drawings and technical documentation v. Preliminary (30% design level) list of specifications. vi. Sequencing of equipment replacement, outages, and other temporary work- arounds needed to keep the plant operational during construction. vii. Prioritization and timing of equipment replacement e. Conduct a review meeting with RWQCP and CPAU upon the submittal of the draft preliminary design report. f. Conduct short-circuit, protective device coordination and arc flash hazard analysis g. Prepare a short-circuit, protective device coordination and arc flash hazard analysis report that includes the following: i. Executive Summary including Introduction and Results/Recommendations ii. Short-Circuit Methodology Analysis Results and Recommendations iii. Short-Circuit Device Evaluation Table iv. Protective Device Coordination Methodology Analysis Results and Recommendations v. Protective Device Settings Table vi. Time-Current Coordination Graphs and Recommendations vii. Arc Flash Hazard Methodology Analysis Results and Recommendations including the details of the incident energy and flash protection boundary calculations, along with Arc Flash boundary distances, working distances, Incident Energy levels and Personal Protection Equipment levels. viii. One-line system diagram that shall be computer generated and will clearly identify individual equipment buses, bus numbers used in the short-circuit analysis, cable and bus connections between the equipment, calculated maximum short-circuit current at each bus location, device numbers used in the time-current coordination analysis, and other information pertinent to the computer analysis. h. Develop electrical system model with SKM or ETAP or EasyPower. i. CONSULTANT to determine the extent to which power system harmonics are affecting the electrical system in the RWQCP through analysis of data that is being recorded by various existing power quality instruments Task 2 – Detailed Design 3.a Packet Pg. 20 Vers.: Aug. 5, 2019 Page 7 of 14 a. CONSULTANT shall provide engineering services to prepare a final design and to produce a complete package of single line and layout drawings, detailed drawings, biddable plans, technical specifications, and other contract documents as required based on the design concepts and criteria developed with the preliminary design. CONSULTANT shall consider future designs and current construction efforts in their engineering design. b. The design shall be based on consultation with RWQCP and CPAU staff and the Preliminary Design Report, and shall result in detailed requirements for project construction. The design shall sequence construction such that plant operations are maintained on a continuous basis. A construction sequence shall be established in sufficient detail which meets the RWQCP’s ability to continuously meet the needs of the plant and its customers. RWQCP shut downs shall be kept to a minimum or not permitted. c. Electrical Design – The electrical design shall include the determination of power requirements for electrical equipment including; transformer sizing, load center sizing, pad-mounted switch sizing, and all cable and conduit sizing required. Design for new load centers shall also include layout and modifications or additions. Existing conditions shall be field verified during the Preliminary Design (Task 1). d. CONSULTANT shall conduct design review meetings upon submission of deliverables as described below. e. CONSULTANT shall assist RWQCP in preparation of construction bid package. RWQCP will issue the bid package via Planet Bids. f. CONSULTANT shall assist RWQCP in preparing documents for the staff level review of the project by CITY’s Planning Department. The documents shall at the least include drawings, renderings and brief project description. Task 3 – Services during Bidding a. CONSULTANT shall respond to the request for clarification and/or information from prospective bidders. b. CONSULTANT shall assist RWQCP with preparation of Project addenda and furnish the originals required for said addenda. c. CONSULTANT shall attend and assist RWQCP at the pre-bid conference and the walk through. Task 4 –Services during Construction a. CONSULTANT shall review submittals from the contractor for conformance with the Contract Documents. CONSULTANT shall review and return the submittal comments to the City within fourteen calendar days. b. CONSULTANT shall prepare written response to the Request for Information (RFI) submitted by the contractor. CONSULTANT shall review, comment and return the 3.a Packet Pg. 21 Vers.: Aug. 5, 2019 Page 8 of 14 RFI responses within seven calendar days. c. CONSULTANT shall review and validate the Contract Change Order requests submitted by the Contractor for accuracy and correctness, as requested by the City. d. As requested, CONSULTANT shall attend periodic Project Progress Meetings with the Contractor. Please allow for one meeting per month, at the minimum, during the construction phase. e. CONSULTANT shall provide the technical support to the City during start up and commissioning of the new equipment including; pad mounted switches, transformers, load centers etc. CONSULTANT shall work with Contractor and equipment manufacturer’s representatives, as requested by the City. f. CONSULTANT shall assist the City in monitoring, documenting, and/or validating any testing required by the permitting agencies. g. CONSULTANT shall review the “as-built” or “red-line” drawings and documents maintained by the Contractor during construction. Upon construction completion, CONSULTANT shall prepare record drawings. The record drawings shall consist of annotated contract drawings and electronic files showing changes in design and construction. Task 5 – Active Harmonic Filter Assessment and Design CONSULTANT to determine the extent to which power system harmonics are affecting the electrical system in the RWQCP through analysis of data that is being recorded by various existing power quality instruments as part of Task 1. If CONSULTANT finds through its analysis of this data that harmonics are not impairing the operation of or cause damage to RWQCP equipment, this task of an extensive harmonics study shall be deleted from the Scope of Services. If CONSULTANT finds through its analysis of this data that such as study is needed, it will utilize the services of a 3rd party vendor which will specify filters that will reduce harmonics in the RWQCP electrical system to levels specified in IEEE Standard 519. IV. DELIVERABLES Task 1 – Preliminary Design (30% Design) a. Draft Preliminary Design Report with Recommendations (including 30% Design drawings and list of Specifications) – 4 hard copy sets, 1 electronic set (in pdf format), and 1 electronic set (in MS Word) b. Final Preliminary Design Report with Recommendations (including 30% Design drawings and list of Specifications) – 4 hard copy sets, 1 electronic set (in pdf format), and 1 electronic set (in MS Word) c. Preliminary Cost Estimate – 1 hard copy set and 1 electronic set (in pdf format) d. Responses to City Comments e. Preliminary Design Workshop agenda, handouts, and meeting notes. f. Short-Circuit, Protective Device Coordination and Arc Flash Hazard Analysis Report (i.e. Power System Study) - Electrical system model and TM documenting basis of model. 3.a Packet Pg. 22 Vers.: Aug. 5, 2019 Page 9 of 14 - The Study will incorporate either actual data when available and assumptions when data isn’t available for existing equipment - The Study will incorporate detailed information from the CONSULTANT for all new/proposed equipment. - The City will purchase, if necessary, software for the model provided. Task 2 – Detailed Design a. 60% Design 60% Design Documents including half size drawings and specifications – 4 hard copy sets, 1 electronic set (in pdf format), and 1 electronic set (in MS Word format for specifications only). Specifications shall follow the CSI 2016 MasterFormat. • 60% Cost Estimate – 1 hard copy set and 1 electronic set (in pdf format) • 60% Construction Schedule - 1 hard copy set and 1 electronic set (in pdf format) • Responses to City Comments • 60% Design Workshop agenda, handouts, and meeting notes. b. Final Design Final Design Documents including: • Final specifications – 2 hard copies, 1 electronic copy in PDF format, and 1 electronic copy in MS Word format • Final design calculations stamped by registered engineer – 2 hard copies, 1 electronic copy in PDF format • Final drawings – 2 hard copies, 1 electronic copy in PDF format • Final Cost Estimate – 1 hard copy and 1 electronic copy in PDF format • Final Construction Schedule - 1 hard copy and 1 electronic copy in PDF format • Expanded coordination with CPAU and CITY shall be documented in agendas and meeting minutes, prepared by the Consultant and submitted to the CITY. • Incorporate Sea Level Adaptation Policy design guidelines and expanded Power Study data into the Final Design Documents. c. Bid Documents • Bid Documents (Technical) including: • Bid Specifications – 2 hard copies, 1 electronic copy in PDF format, and 1 electronic copy in MS Word format • Bid Drawings – 2 hard copies, 1 electronic copy in PDF format Task 3 –Services during Bidding • Respond to Requests for Clarification • Prepare Addenda, if required • Conformed Design Documents including: - Conformed specifications – 2 hard copies, 1 electronic copy in PDF format, and 1 electronic copy in MS Word format - Conformed drawings – 2 hard copies, 1 electronic copy in PDF format, and 1 electronic copy in AutoCAD format 3.a Packet Pg. 23 Vers.: Aug. 5, 2019 Page 10 of 14 Task 4 – Services during Construction - Submittal review comments - RFI responses - Contract change order review comments, as needed - Record Drawings – 1 digital copy in PDF format and 1 copy in AutoCAD format Task 5 – Active Harmonic Filter Assessment and Design - Specifications for the Filter - Installation drawings - Assistance in commissioning and start up Assumptions - RWQCP has standard front-end specifications that will be used for this project. Consultant shall review front-end specifications and provide project specific comments for RWQCP consideration. 3.a Packet Pg. 24 Vers.: Aug. 5, 2019 Page 11 of 14 EXHIBIT “B” SCHEDULE OF PERFORMANCE (AMENDED, REPLACES PREVIOUS) CONSULTANT shall perform the Services so as to complete each milestone within the number of weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Completion in Weeks Following issuance of Milestones NTP 1. Preliminary Design (30% Design) [Complete] 2. Detailed Design 104 3. Services during Bidding 132 4. Services during Construction 188 5. Active Harmonic Filter Assessment and Design 196 3.a Packet Pg. 25 Vers.: Aug. 5, 2019 Page 12 of 14 EXHIBIT “C” COMPENSATION (AMENDED, REPLACES PREVIOUS) The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1 $65,360 (Preliminary Design) Task 2 $205,270 (Detailed Design) Task 3 $12,040 (Services during Bidding) Task 4 $73,675 (Services during Construction) Task 5 $17,120 (Active Harmonic Filter Assessment, Design) Sub-total Basic Services $373,465 Reimbursable Expenses $0 Total Basic Services and Reimbursable expenses $373,465 Additional Services (per Section 4) (Not to Exceed) $37,346 Maximum Total Compensation $410,811 3.a Packet Pg. 26 Vers.: Aug. 5, 2019 Page 13 of 14 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. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $1,000 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide Additional Services (per Section 4) 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 proposed description of the scope of services, schedule, maximum compensation, including any 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 such services. Performance of and payment for Additional Services is subject to all requirements and restrictions in this Agreement 3.a Packet Pg. 27 Vers.: Aug. 5, 2019 Page 14 of 14 EXHIBIT C-1 Hourly Rate Schedule (AMENDED, REPLACES PREVIOUS) CITY OF PALO ALTO - T&M CHARGE RATES∗ LABOR CATEGORY RATES 2019 RATES 2020 RATES 2021 RATES 2022 Principal $240 $245 $250 $260 Senior Architect $235 $240 $245 $250 Vice President/Director $220 $225 $230 $235 Architect/Professional Engineer/Telecom Engineer $180 $185 $190 $195 Design Engineer/Project Engineer $170 $175 $180 $185 Construction Project Manager $175 $180 $185 $190 Design Manager/Program Manager/Drafting Manager (CADD) $155 $160 $165 $170 Program Specialist/ Coordinator/Drafter (CAD) $125 $130 $135 $140 Program/Project Assistant $90 $95 $100 $105 Court Testimony/Deposition $510 $525 $540 $555 Senior Consultant $295 $305 $315 $325 Senior Telecommunications Consultant $290 $300 $310 $320 Energy Consultant $200 $205 $210 $215 Instruction/Seminar/Training $205 $210 $215 $220 Reimbursable Expenses: N/A salasobrien.com | 877.725.2755 3.a Packet Pg. 28 City of Palo Alto (ID # 11055) City Council Staff Report Report Type: Consent Calendar Meeting Date: 5/11/2020 City of Palo Alto Page 1 Summary Title: Approval of Clean Fuel Rewards Governance Agreement Title: Adoption of a Resolution Approving the City's Participation in the State's Clean Fuel Reward Program, via the Execution of the Participating Electric Distribution Utility Joinder to the Clean Fuel Reward Program Governance Agreement From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council adopt a resolution: 1) Approving the City’s participation in the State’s Clean Fuel Reward Program, which will provide rebates for Electric Vehicles at the point of purchase; 2) Approving Northern California Power Agency as the City’s authorized initial representative on the Clean Fuel Reward Program Steering Committee; 3) Authorizing the City Manager to execute the Participating Electric Distribution Utility Joinder to the Clean Fuel Reward (CFR) Program Governance Agreement (Attachment B), to permit the City to participate in the State’s Clean Fuel Rewards Program. Executive Summary The Clean Fuel Reward (CFR) program is a new statewide point-of-purchase cash rebate program for electric vehicles (EVs), required by the state’s Low Carbon Fuel Standard (LCFS) regulation.1 This rebate will be available at any participating car dealership within the state and is funded entirely by a percentage of utilities’ LCFS credits earned from residential EV charging. Utilities participating in the LCFS program, including Palo Alto, are required to enter into the CFR Governance Agreement (Attachment B) and comply with the CFR Program’s regulatory requirements. Specifically, the CFR Governance Agreement requires Palo Alto to contribute 20% to 25% of its LCFS program funds to the CFR program to fund the EV rebates. Palo Alto’s share of this funding is estimated to be approximately $0.5 million per year in the period 2020-2022 period. The City’s participation in the CFR program is expected to increase as the number of EVs registered in Palo Alto increase from the current level of approximately 4,500, to 25,000 vehicles by 2030. 1 17 CCR § 95483 (c)(1)(A). 4 Packet Pg. 29 City of Palo Alto Page 2 The CFR rebate amount per EV has not been determined yet, but it is expected to be in the range of $1,000 to $2,000 for every new EV purchased. If Palo Alto residents and businesses purchase 500 to 1,000 EVs per year, the community could potentially receive $0.5 to $2 million in rebates annually. The CFR program rebates are expected to be in place until 2030 and may be extended beyond that period. Background The California Air Resources Board (CARB) developed the Low Carbon Fuel Standard (LCFS) program in compliance with AB 32 (the Global Warming Solutions Act of 2006) to reduce the carbon intensity of transportation fuels used in California by 10% by 2020 and 20% by 20302. Under the LCFS program, providers of alternate fuels generate credits that can be sold to producers of traditional fossil fuels, helping those entities meet AB 32 emission reduction requirements. Electric distribution utilities (EDUs) that provide electricity to charge EVs, as Palo Alto does, are eligible to receive LCFS credits based on the number of EVs in their service territory. The City of Palo Alto has participated in the LCFS program since 2014 and to date has received approximately $3.5 million in funding to facilitate the adoption of EVs in Palo Alto. The City Council approved a Master Agreement for the City’s sale of LCFS credits in March 2016 (Staff Report # 6489), approved the City’s program for the use of LCFS revenues in October 2016 (Staff Report # 7301) and updated the program in 2019 to provide additional rebates (Staff Report # 10846). The portfolio of customer EV programs and associated estimated budgets is provided in Attachment C. Discussion In September 2018, CARB adopted amendments to the LCFS regulation creating a new statewide, electric utility-run point-of-vehicle purchase CFR program funded exclusively by LCFS credit revenue.3 CARB promulgated these regulatory amendments to accelerate electric vehicle adoption, considered necessary to support the state’s GHG reduction goals. Utilities, automakers, CARB, and California Public Utilities Commission (CPUC) have engaged in a collaborative process to implement the regulation by developing a statewide point-of-purchase reward program with the goals of achieving equity for all electric vehicle customers and making it seamless for customers to claim the rebate. Palo Alto was represented by the Northern California Power Agency (NCPA) in this process. The CPUC authorized Southern California Edison (SCE) to serve as the initial, short-term administrator for the CFR program, and directed the CFR Steering Committee and CARB to engage a longer-term replacement administrator as well. CFR Program Governance The CFR Steering Committee, comprised of seven utility representatives as voting members, will oversee the implementation and administration of the CFR program. In addition, CARB will have a non-voting seat on the Steering Committee to provide feedback and guidance. The five Large EDUs4 will each have a seat on the Steering Committee. Small and medium EDUs will be represented by a “Northern EDU Member” and “Southern EDU Member,” each elected by the participating EDUs located within Northern or Southern California, respectively. NCPA will represent Palo Alto on the Steering Committee. NCPA 2 CARB’s LCFS program overview is linked here: http://www.arb.ca.gov/fuels/lcfs/lcfs.htm 3 The current LCFS regulation is linked here: https://ww3.arb.ca.gov/fuels/lcfs/fro_oal_approved_clean_unofficial_010919.pdf 4 Large EDUs are defined in the CFR Governance Agreement as Los Angeles Department of Water and Power, Pacific Gas & Electric, Sacramento Municipal Utility District, San Diego Gas & Electric, and Southern California Edison. 4 Packet Pg. 30 City of Palo Alto Page 3 will be the City’s initial representative on the Steering Committee; staff will work with the other small and medium EDUs to select future representatives, as needed. SCE will administer the program by retaining and overseeing third-party implementers, including a financial institution to receive and hold the participating utilities’ LCFS revenues and distribute to dealers the reimbursements for point-of-purchase LCFS rewards, an independent accounting firm to perform regular audits, and one or more program implementers to engage in marketing, establish an online tool, and perform necessary administrative functions. One of the first actions of the Steering Committee will be to issue a competitive solicitation to select and retain third-party contractors, in conjunction with SCE. CARB will retain oversight over the program and will verify that utilities are complying with applicable regulatory requirements. Additionally, there will be an Advisory Committee designed to solicit the views and feedback of a broad range of stakeholders to be actively engaged in the creation, implementation, administration, and oversight of the program. CFR Program Governance Agreement On January 2020, the CPUC formally approved a final version of the CFR Governance Agreement, enabling the five Large EDUs to execute the CFR Governance Agreement. Once the CFR Governance Agreement has been formally executed by the large EDUs, the CFR program will be initiated, and small and medium EDUs, including Palo Alto, will join the agreement via the Participating EDU Joinder Agreement (Exhibit A of the Agreement provided in Attachment B). The City Attorney has reviewed the agreement and has approved it for execution. Palo Alto’s Participation in the CFR Program As a medium-sized Publicly Owned Utility (POU),5 Palo Alto is required to annually transfer 20% of residential LCFS credit sales proceeds from October 2019 to December 2022, and 25% of residential LCFS credit proceeds beginning in 2023 to the CFR program. Palo Alto anticipates transferring $0.4 to $0.6 million per year to the CFR program in the 2020-22 period, based on estimated total LCFS credit sales proceeds of $2 to $3 million during that period. In addition, Palo Alto will also be making a one- time initial set-up cost payment of $364,1986. The City’s transfer amounts will increase as the number of vehicles registered in Palo Alto increase over time, through 2030. The City’s funding of CFR program rebates is independent from the funding the Palo Alto community will receive through the point of purchase EV rebates. Rebate funding is solely a function of the number of new vehicles purchased. Other EDU’s will also be funding the common CFR account based on the number of EVs registered in their own service territories and independent of rebates their community members receive. The rebate amount is yet to be set and could also vary over 5 Medium POUs are defined in 17 CCR§ 95481 (a)(41)(B)(2) as a local, publicly owned utility with annual load served of less than 10,000 Gigawatt hours and more than 700 Gigawatt hours in 2017. 6 In addition, participating utilities are required to transfer a percentage share of $50 million for the initial start-up costs of the CFR Program. The initial contribution for Palo Alto is set at 0.73% or $364,198. The 0.73% is based on Palo Alto’s share of the EV rebates processed by the current statewide Clean Vehicle Rebate Project (CVRP). The CVRP rebates are paid on a graduated scale based on income, while the CFR program would not have any income qualification. Upon Council approval, the City’s $364,198 payment is expected to be made by January 31, 2021. 4 Packet Pg. 31 City of Palo Alto Page 4 time. For example, if the rebate amount is $1,000 to $2,000 for every new EV purchased and if residents and businesses purchase 500 to 1,000 EVs per year, the community will receive $0.5 to $2 million in rebates/rewards annually. The CFR program regulation is in place until 2030 and may be extended beyond that period. Timeline The CFR program is expected to be able to process the point-of-purchase rebates for new EV purchasers by the second half of 2020. Resource Impacts Palo Alto will make its CFR program contribution from the City’s LCFS program funds. Palo Alto’s share of this funding is estimated to be $0.5 million per year in the 2020-22 period based on an estimated $2.5 million in total LCFS revenues during that period. The City’s required CFR program contribution is proportionate to the LCFS revenues received from the state, so if EV adoption increases in Palo Alto and more LCFS revenues are received, then the contribution amount will be proportionately higher. And vice versa, if EV adoption decreases and less LCFS revenues are received, then the contribution required to the CFR program will be proportionately less. LCFS funds must be spent on EV-related programs, including the 20% to 25% required to fund the CFR program rebates, so there is no rate-payer impact as a result of the City’s mandated participation in the CFR program. Overall, the community will benefit by participation in the program, and the extent of the benefit will be proportionate to the number of new electric vehicles purchased by residential and business members of the Palo Alto community. Policy Implications Palo Alto’s Sustainability and Climate Action Plan (S/CAP) calls for the rapid adoption of EVs to meet the community’s greenhouse gas reduction goals. The statewide CFR point-of-sale rebate is a good mechanism to promote EV adoption and is in line with S/CAP goals. Stakeholder Engagement To date there has been no specific stakeholder engagement undertaken regarding the CFR governance agreement. However, the Utilities Advisory Commission and informed members of the community are aware of this upcoming rebate/rewards program. In the coming months, the rewards program will be publicized to the community through utility communication channels such as bill inserts, e-newsletters and at EV promotional events. Since the rebate is a statewide program, the rebates will also be publicized by dealerships and state-wide communication channels. Environmental Review The City’s participation in the CFR program and execution of the Participating Electric Distribution Utility Joinder to the Clean Fuel Rewards Governance Agreement is not a project requiring California Environmental Quality Act review under section 21065 of Public Resources Code and section 15378(b)(5) of CEQA Guidelines, because it is an administrative governmental activity which will not cause a direct or indirect physical change in the environment. Attachments: • Attachment4.a: Attachment A: Resolution Clean Fuel Rewards Program 4 Packet Pg. 32 City of Palo Alto Page 5 • Attachment4.b: Attachment B: CFR Governance Agreement • Attachment4.c: Attachment C: Outline of LCFS Funded EV Customer Programs and Budgets 4 Packet Pg. 33 6055352 *NOT YET APPROVED* ATTACHMENT A Resolution No. Resolution of the Council of the City of Palo Alto Approving the City’s Participation in the State’s Clean Fuel Reward Program Via the Execution of the Participating Electric Distribution Utility Joinder to the Clean Fuel Reward Governance Agreement R E C I T A L S A. On November 2016, City Council approved the Sustainability Climate Action Plan (S/CAP) to lower the greenhouse gas emissions of the Palo Alto community; In December 2017 Council accepted the Sustainability Implementation Plan which identified the need for the community to rapidly adopt electric vehicles to meet community’s greenhouse gas reduction goals. B. In September 2019 the Utilities Advisory Commission discussed the results of a Palo Alto residential customer survey that identified the following four factors as most important to make customers more likely to purchase or lease an electric vehicle(EV): cash rebates, more charging infrastructure, low cost of electricity, and assistance to install EV chargers at home. C. In 2019, the California Air Resources Board instituted the Clean Fuel Reward (CFR) as a new statewide point-of-purchase cash rebate program at participating car dealerships, under the state’s Low Carbon Fuel Standard (LCFS) regulation; D. The LCFS regulation requires electric distribution utilities such as Palo Alto, which receive funds through the LCFS program, to contribute 20% of these funds to the CFR program from 2019 to 2022 and 25% of funds from 2023 forward; E. Participating electric distribution utilities collaboratively developed CFR Program Governance Agreement to fund and administer the EV rebate program, and the California Public Utilities Commission approved the agreement in January 2020. F. Participating in the LCFS program has been beneficial to the Palo Alto community by garnering multiple millions of dollars in funding to facilitate EV adoption in the City, and participating in the CFR program will meet the needs of the community by seamlessly reducing the purchase price of EVs at the point-of-purchase. G. The City’s cost of participating in the CFR program is estimated at 0.5 million to $1 million per year, and will be funded by the City’s LCFS Program revenues, with no ratepayer impacts. // // 4.a Packet Pg. 34 6055352 The Council of the City of Palo Alto does hereby RESOLVE as follows: SECTION 1. The Council hereby approves the City’s participation in the State’s Clean Fuel Reward Program, which will provide rebates for Electric Vehicles at the point of purchase. SECTION 2. The Council approves the Northern California Power Agency to be the City’s initial authorized representative on the Clean Fuel Reward Program Steering Committee; SECTION 3. The Council delegates authority to the City Manager and/or his/her designee to execute the Participating Electric Distribution Utility Joinder to the Clean Fuel Reward (CFR) Program Governance Agreement (Exhibit A to Attachment B) and to execute and approve future documents or agreements as needed to facilitate the City’s participation, so long as they are in compliance with the California Air Resources Board’s LCFS and CFR regulations, and the City’s municipal code. // // // // // // // // // // // // // // // 4.a Packet Pg. 35 6055352 SECTION 4. The Council finds that the adoption of this resolution approving City’s participation in the CFR program and execution of the Participating Electric Distribution Utility Joinder to the Clean Fuel Rewards Governance Agreement is not a project requiring California Environmental Quality Act review under section 21065 of Public Resources Code and section 15378(b)(5) of CEQA Guidelines, because it is an administrative governmental activity which will not cause a direct or indirect physical change in the environment. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Assistant City Attorney City Manager Director of Utilities Director of Administrative Service 4.a Packet Pg. 36 43425759.3 CLEAN FUEL REWARD PROGRAM GOVERNANCE AGREEMENT BY AND AMONG PACIFIC GAS AND ELECTRIC COMPANY SAN DIEGO GAS & ELECTRIC COMPANY SOUTHERN CALIFORNIA EDISON COMPANY LOS ANGELES DEPARTMENT OF WATER & POWER SACRAMENTO MUNICIPAL UTILITY DISTRICT AND THE OTHER ELECTRIC DISTRIBUTION UTILITIES PARTY HERETO DATED AS OF (-), 2020 Attachment B 4.b Packet Pg. 37 TABLE OF CONTENTS Page 43425759.3 i ARTICLE 1 CERTAIN DEFINITIONS .........................................................................................3 1.1. Defined Terms .........................................................................................................3 1.2. Construction ...........................................................................................................10 ARTICLE 2 FORMATION OF CFR PROGRAM .......................................................................11 2.1. Governance Agreement .........................................................................................11 2.2. EDU Participation ..................................................................................................11 ARTICLE 3 ADMINISTRATION OF CFR PROGRAM.............................................................11 3.1. SCE Appointment as Initial Program Administrator and Agent. ..........................11 3.2. Program Administrator Authority. .........................................................................12 3.3. Steering Committee. ..............................................................................................13 3.4. Advisory Committee ..............................................................................................20 3.5. Duties .....................................................................................................................20 ARTICLE 4 SOLICITATION PROCESS.....................................................................................21 4.1. Solicitation .............................................................................................................21 4.2. Program Implementer(s) ........................................................................................22 4.3. Financial Institution. ..............................................................................................23 4.4. Program Auditor ....................................................................................................27 4.5. Program Implementer Qualifications .....................................................................28 ARTICLE 5 CFR PROGRAM EXPENSES; COST SHARING; LAUNCH ................................29 5.1. Program Administrator Expenses ..........................................................................29 5.2. Payment/Reimbursement of Administrative Expenses ..........................................30 5.3. Start-Up Funding ...................................................................................................31 5.4. Periodic Funding Requirements .............................................................................32 5.5. CFR Program Commencement ..............................................................................34 ARTICLE 6 APPROVAL AND PAYMENT OF INVOICES ......................................................35 6.1. Implementer Invoices.............................................................................................35 6.2. Program Administrator Invoices ............................................................................35 6.3. Reward Amount Payments ....................................................................................36 4.b Packet Pg. 38 TABLE OF CONTENTS (Continued) Page 43425759.3 ii ARTICLE 7 RELEASE, COVENANT NOT TO SUE, INSURANCE AND INDEMNIFICATION............................................................................................36 7.1. Release and Waiver................................................................................................36 7.2. Covenant Not To Sue. ............................................................................................38 7.3. Effect of Release and Covenant Not to Sue. ..........................................................38 7.4. Insurance. ...............................................................................................................39 7.5. Indemnification. .....................................................................................................40 7.6. Maximum Liability. ...............................................................................................42 7.7. Savings. ..................................................................................................................42 7.8. New Program Administrator; Amendment. ...........................................................42 7.9. Survival. .................................................................................................................43 ARTICLE 8 PROGRAM MATERIALS; PUBLIC ANNOUNCEMENTS ..................................44 8.1. Ownership of Program Materials ...........................................................................44 8.2. Public Announcements ..........................................................................................44 ARTICLE 9 PROGRAM TERM; TERMINATION; WITHDRAWAL .......................................45 9.1. Term .......................................................................................................................45 9.2. Withdrawal by a Party ...........................................................................................46 9.3. Removal of a Party.................................................................................................47 ARTICLE 10 MISCELLANEOUS ...............................................................................................48 10.1. Governing Law; Waiver of Jury Trial. ..................................................................48 10.2. Use of Name or Endorsements. .............................................................................48 10.3. Damages Limitation. ..............................................................................................48 10.4. Survival. .................................................................................................................49 10.5. Headings. ...............................................................................................................49 10.6. Severability. ...........................................................................................................49 10.7. Amendments. .........................................................................................................49 10.8. Assignment. ...........................................................................................................50 10.9. Dispute Resolution. ................................................................................................50 4.b Packet Pg. 39 TABLE OF CONTENTS (Continued) Page 43425759.3 iii 10.10. No Third Party Beneficiaries. ................................................................................51 10.11. Independent Parties. ...............................................................................................51 10.12. Counterparts. ..........................................................................................................51 10.13. Full Performance Required. ...................................................................................51 10.14. Notices. ..................................................................................................................51 10.15. Construction. ..........................................................................................................52 10.16. Time of Essence. ....................................................................................................52 10.17. Specific Performance. ............................................................................................52 10.18. Legal Matters. ........................................................................................................53 10.19. Entire Agreement. ..................................................................................................53 10.20. Representations by the Parties. ..............................................................................54 4.b Packet Pg. 40 43425759.3 1 CLEAN FUEL REWARD PROGRAM GOVERNANCE AGREEMENT This Governance Agreement (“Agreement”) is made and entered into effective as of ______, 2020 (the “Effective Date”), by and among Pacific Gas and Electric Company (“PG&E”), San Diego Gas & Electric Company (“SDG&E”), Southern California Edison Company (“SCE”), Los Angeles Department of Water & Power (“LADWP”), Sacramento Municipal Utility District (“SMUD”), and the other electric distribution utilities that may become a Party hereto during the term of the Agreement. RECITALS WHEREAS, the Low Carbon Fuel Standard (“LCFS”) regulation of the California Air Resources Board (“CARB”) (as may be amended from time to time, the “LCFS Regulation”) provides for the issuance of “base” credits for residential electric vehicle charging (“LCFS Base Credits”) to electric distribution utilities (“EDUs”) that participate in the LCFS program, each quarter;1 and WHEREAS, on September 27, 2018, CARB adopted amendments to the LCFS Regulation mandating the development and implementation of a statewide, common-design, EDU-run program to reduce the price of purchased and leased light-duty, zero emission, plug-in electric and electric hybrid vehicles (“ZEVs”) at the point of sale that is funded by EDUs’ LCFS Base Credit revenues that are assigned to the statewide program according to provisions in California Code of Regulations Title 13 sections 95481 and section 95483(c), and the Parties (as defined in Section 1.1 below) have agreed that the name for this program shall be the Clean Fuel Reward Program (“CFR Program”); and WHEREAS, CARB’s amended LCFS Regulation2 requires that the CFR Program be (i) initiated through the investor-owned utilities (“IOUs”), publicly-owned utilities (“POUs”) and electric cooperatives (“COOPs”) participating in the CFR Program, and (ii) funded by the EDUs with revenue from the sale of LCFS Base Credits pursuant to mandatory EDU contributions of such LCFS Base Credit revenue to the CFR Program in accordance with the minimum percentage amounts determined by EDU-size3 set forth in the LCFS Regulation (“EDU Contributions”); and WHEREAS, the Parties hereby agree to establish and fund the CFR Program, per the direction of CARB, in an effort to accelerate the progress towards achieving the state and 1 See California Code of Regulations Title 13 sections 95480, et seq. 2 See September 27, 2018 CARB Resolution 18-34 available at: https://www.arb.ca.gov/regact/2018/lcfs18/finalres18-34.pdf 3 Participating EDUs’ minimum percentages of LCFS Credit Revenue that must be contributed to the CFR Program pursuant to the LCFS Regulations are set forth in Appendix A. 4.b Packet Pg. 41 43425759.3 2 national clean energy and environmental policies through the execution of this Agreement in compliance with CARB’s directives, including but not limited to implementation of a sliding- scale incentive program based on the ZEV’s all-electric operating range and equity for all customers; and WHEREAS, the Parties recognized that in order to develop and implement the CFR Program in a timely manner to support accelerating ZEV market adoption in California, one of the EDUs needs to serve as the initial administrator of the CFR Program through the start-up process and early stages of the CFR Program; and WHEREAS, in the absence of another EDU volunteer to serve as the initial administrator, SCE agreed to serve in such role on a short term basis provided that the California Public Utilities Commission (“CPUC”) directed and CARB has authorized SCE to do so, and the other EDUs agree to have SCE serve in such capacity subject to SCE’s receipt of the CPUC’s direction and CARB’s authorization to do so; and WHEREAS, SCE filed Advice Letter #AL 3982-E with the CPUC on April 2, 2019 (the “Advice Letter”) to request the CPUC to authorize and direct SCE to serve as the initial short-term administrator of the CFR Program and to effect SCE’s proposed implementation plan for the CFR Program on the terms and conditions set forth in the Advice Letter; and WHEREAS, on August 15, 2019, the CPUC issued Resolution E-5015 adopting and approving the Advice Letter and SCE’s proposed implementation plan for the CFR Program, subject to certain modifications set forth in such Resolution (the “CPUC Approval”); and WHEREAS, on [_______], 2019, CARB authorized and directed that the CFR Program be administered pursuant to this Governance Agreement and found that this Governance Agreement is in the public interest, is made for the public purposes stated in the LCFS Regulation, and is consistent with the LCFS Regulation (the “CARB Authorization”); and WHEREAS, the Parties have agreed to appoint SCE as the initial administrator of the CFR Program consistent with the terms and conditions set forth in the Advice Letter, the CPUC Approval, the CARB Authorization, and this Agreement in order to expedite the implementation of the CFR Program for the benefit of the EDUs, CARB, and the State of California; and WHEREAS, the Parties desire to enter into this Agreement to set forth the rights, powers, duties, obligations, and liabilities of the Parties concerning the conduct, operation, administration and funding of the CFR Program and any fees, costs, expenses and liabilities arising from the administration of the CFR Program by SCE as the Program Administrator, including those arising under this Agreement or any agreement entered into by SCE in connection with its role as the Program Administrator of the CFR Program, in each case pursuant to the terms and conditions of this Agreement; and WHEREAS, each of the Large EDUs has executed and delivered this Agreement to one another on or before the Effective Date, and each additional Participating EDU who becomes a Party after the Effective Date shall execute and deliver a joinder to this Agreement pursuant to the provisions of Section 2.2 below. 4.b Packet Pg. 42 43425759.3 3 NOW THEREFORE, in consideration of the mutual covenants, purposes and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: ARTICLE 1 CERTAIN DEFINITIONS 1.1. Defined Terms. As used in this Agreement, the following capitalized terms shall have the respective meanings specified in this Section 1.1. (a) “Accounts” has the meaning set forth in Section 4.3(b). (b) “Additional LCFS Revenue Payments” has the meaning set forth in Section 9.1(b)(ii). (c) “Administrative Expenses” has the meaning set forth in Section 5.1. (d) “Advice Letter” has the meaning set forth in the Recitals. (e) “Advisory Committee” has the meaning set forth in Section 3.4. (f) “Affiliate” means, with respect to any Person, any other Person controlling, controlled by, or under common control with such other Person. For purposes of this definition, “control,” when used with respect to any Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings. (g) “Agreement” has the meaning set forth in the preamble. (h) “Alternates” has the meaning set forth in Section 3.3(c). (i) “Annual Program Funds Amount” means the total EDU Contributions deposited by all of the Participating EDUs during each calendar year following the Initial Funding Date, plus all interest and earnings thereon regardless of the Account in which such funds are held from time to time, during such calendar year. (j) “Bond” has the meaning set forth in Section 7.4. (k) “CARB” has the meaning set forth in the Recitals. (l) “CARB Authorization” has the meaning set forth in the Recitals. (m) “CARB Representative” has the meaning set forth in Section 3.3(a). (n) “CFR Program” has the meaning set forth in the Recitals. 4.b Packet Pg. 43 43425759.3 4 (o) “Claim” or “Claims” means any and all actions, causes of action, complaints, charges, claims, costs, damages, deficiencies, demands, expenses, fees, indebtedness, injuries, interest, judgments, liabilities, losses, obligations, orders, penalties, remedies, suits, sums of money, Taxes, and torts, of whatever kind or character, whether in law, equity or otherwise, direct or indirect, fixed or contingent, foreseeable or unforeseeable, liquidated or unliquidated, known or unknown, matured or unmatured, absolute or contingent, determined or determinable. (p) “Collective Deposit Account” has the meaning set forth in Section 4.3(b)(ii). (q) “Contribution Percentage” means, with respect to any Party at any time, the resulting percentage determined by multiplying 100 by a fraction, the numerator of which shall be the amount of such Party’s Initial EDU Contribution, and the denominator of which shall be the aggregate total of shares all Initial EDU Contributions made by all Parties (including any former Parties) at such time. In calculating the respective Contribution Percentages of the Parties at an time, in the event that a court or arbitrator of competent jurisdiction has determined that any Party is released or excused from its obligation to pay, or is otherwise unable or not required to pay, its Contribution Percentage of any Indemnified Claim, then such Party’s Initial EDU Contribution shall be excluded from the denominator for purposes of calculating the respective Contribution Percentages with respect to such Indemnified Claim as well as to any Indemnified Claim thereafter to which such exclusion would be applicable according to such court or arbitral order or determination. (r) “COOPs” has the meaning set forth in the Recitals. (s) “Covenant Not to Sue” has the meaning set forth in Section 7.3(a). (t) “Covered Person” has the meaning set forth in Section 3.5(a). (u) “CPUC” has the meaning set forth in the Recitals. (v) “CPUC Approval” has the meaning set forth in the Recitals. (w) “Deposit Account” means any Collective Deposit and any Individual Deposit Account. (x) “Designated Account Holder” means any Governmental Authority (including, for the avoidance of doubt, a POU) or not for profit entity that is identified and selected by the Program Administrator and the Steering Committee to hold the Program Funds Account pursuant to Section 4.3(b)(i) or any Collective Deposit Account pursuant to Section 4.3(b)(ii). (y) “Disbursement Account” has the meaning set forth in Section 4.3(c). (z) “Earmarked Credits” means any LCFS Base Credits that are deposited into any EDU’s LCFS balancing account by CARB at any time on or after the Final CPUC Approval Date. 4.b Packet Pg. 44 43425759.3 5 (aa) “EDU Contribution Account” means, when used with respect to any Participating EDU at any time and from time to time, (i) if a Program Funds Account has been established and is being maintained at such time, the Program Funds Account, or (ii) if there is no Program Funds Account at such time, then either the Collective Deposit Account or the Individual Deposit Account for such Participating EDU into which such Participating EDU is instructed to make its EDU Contributions at such time in accordance with the instructions of the Program Administrator. (bb) “EDU Contributions” has the meaning set forth in the Recitals. (cc) “EDUs” has the meaning set forth in the Recitals. (dd) “Effective Date” has the meaning set forth in preamble. (ee) “Excess Party” has the meaning set forth in the Section 7.5(b)(iii). (ff) “FDIC” means the Federal Deposit Insurance Corporation. (gg) “Final CPUC Approval Date” the first date on which each of the following approvals from the CPUC shall have been received: (i) the CPUC Approval, (ii) the CPUC’s approval of the advice letter submitted by PG&E for approval to enter into this Agreement, and (iii) the CPUC’s approval of the advice letter submitted by SDG&E for approval to enter into this Agreement. (hh) “Financial Institution” has the meaning set forth in Section 4.1(a). (ii) “Governmental Authority” means the United States, or any state, county, city, municipal, territory, possession, foreign or other governmental or quasi-governmental entity or authority of any nature, including any courts, departments, commissions, boards, bureaus, agencies or other instrumentalities of any of the foregoing. (jj) “Holdback Funds” has the meaning set forth in the Section 7.5(b)(iii). (kk) “Imaged Agreement” has the meaning set forth in Section 10.19. (ll) “Implementer” has the meaning set forth in Section 3.2(a). (mm) “Indemnified Claim” means (i) when used in connection with the SCE Indemnified Persons, the SCE Indemnified Claims, and (ii) when used in connection with the Steering Committee Indemnified Persons, the Steering Committee Indemnified Claims. (nn) “Indemnified Persons” means any of the SCE Indemnified Persons and the Steering Committee Indemnified Persons, each an “Indemnified Person”. (oo) “Individual Deposit Account” has the meaning set forth in Section 4.3(b)(iii). 4.b Packet Pg. 45 43425759.3 6 (pp) “Individual Deposit Account Agreement” has the meaning set forth in Section 4.3(b)(iii). (qq) “Initial EDU Contributions” has the meaning set forth in Section 5.3. (rr) “Initial Funding Date” has the meaning set forth in Section 5.3. (ss) “Invoice Subcommittee” has the meaning set forth in Section 3.3(e). (tt) “IOUs” has the meaning set forth in the Recitals. (uu) “Joinder” has the meaning set forth in Section 2.2. (vv) “LADWP” has the meaning set forth in the preamble. (ww) “Large EDU Members” has the meaning set forth in Section 3.3(a). (xx) “Large EDUs” means PG&E, SDG&E, SCE, LADWP, and SMUD, each a “Large EDU”. (yy) “Law Firms” has the meaning set forth in Section 10.18. (zz) “LCFS” has the meaning set forth in the Recitals. (aaa) “LCFS Base Credits” has the meaning set forth in the Recitals. (bbb) “LCFS Credit Revenue” means the aggregate gross revenue received by any EDU at any time from the sale, transfer or other disposition of Earmarked Credits. (ccc) “LCFS Non-Base Credit Revenue” has the meaning set forth in the Section 7.5(b)(iii). (ddd) “LCFS Regulation” has the meaning set forth in the Recitals. (eee) “Liability Reserve” has the meaning set forth in Section 4.3(e). (fff) “Master Account Agreement” has the meaning set forth in Section 4.3(b). (ggg) “Member” has the meaning set forth in Section 3.3(a). (hhh) “ME&O” has the meaning set forth in Section 4.2(a). (iii) “NCPA” means the Northern California Power Agency. (jjj) “Northern EDU Majority Vote” has the meaning set forth in Section 3.3(a). (kkk) “Northern EDU Member” has the meaning set forth in Section 3.3(a). 4.b Packet Pg. 46 43425759.3 7 (lll) “Northern EDUs” means any EDU listed as a Northern EDU on Schedule 1.1 hereto, as such Schedule may be amended from time to time hereafter; provided that in no event shall any Large EDU ever be listed as or deemed to be a Northern EDU. (mmm)“Operating Reserve” has the meaning set forth in Section 4.3(e). (nnn) “PA Representative” has the meaning set forth in Section 3.3(a). (ooo) “Participating EDU” means any EDU that has (i) become a Party to this Agreement by either (A) executing and delivering a duly executed signature page to this Agreement to the other Parties on or prior to the Effective Date, or (B) executing and delivering a duly executed Joinder to this Agreement to the Program Administrator in accordance with the provisions of Section 2.2 following the Effective Date, and (ii) not withdrawn as a Party pursuant to Section 9.2 or been removed as Party pursuant to Section 9.3. (ppp) “Participating Northern EDU” has the meaning set forth in Section 3.3(a). (qqq) “Participating Southern EDU” has the meaning set forth in Section 3.3(a). (rrr) “Party” means any entity that is a signatory to this Agreement as set forth on the signature pages hereto or that hereafter becomes a party to this Agreement by executing and delivering a duly executed Joinder to this Agreement to the Program Administrator in accordance with the provisions of Section 2.2 following the Effective Date, which entities are referred to collectively, as the “Parties”. For the avoidance of doubt, unless and until an entity that is not an EDU becomes a Party to this Agreement, each Party is a Participating EDU, and vice versa, and the terms may be used interchangeably. (sss) “Percentage Target” has the meaning set forth in Section 5.2. (ttt) “Person” means an individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, unincorporated organization, association, organization or other entity or form of business enterprise or Governmental Authority. (uuu) “PG&E” has the meaning set forth in the preamble. (vvv) “Policy” has the meaning set forth in Section 7.4. (www) “POU” has the meaning set forth in the Recitals. (xxx) “Program Administrator” means SCE in its capacity as program administrator and administrative agent for the Parties with respect to the CFR Program for the term set forth in Section 3.1(b), or any successor Program Administrator appointed following the end of SCE’s term as Program Administrator in accordance with the provisions of Section 3.1(c) or any amendment to this Agreement entered into pursuant to the provisions thereof. 4.b Packet Pg. 47 43425759.3 8 (yyy) “Program Agreement” has the meaning set forth in Section 3.1(a). (zzz) “Program Auditor” has the meaning set forth in Section 4.1(a). (aaaa) “Program Funds” has the meaning set forth in Section 4.3(a). (bbbb) “Program Funds Account” has the meaning set forth in Section 4.3(b)(i). (cccc) “Program Implementer” has the meaning set forth in Section 4.1(a). (dddd) “Program Implementer Representatives” has the meaning set forth in Section 4.5(a). (eeee) “Program Launch Date” has the meaning set forth in Section 5.5. (ffff) “Program Legal Matters” has the meaning set forth in Section 10.18. (gggg) “Program Material” has the meaning set forth in Section 8.1. (hhhh) “Related Entities” has the meaning set forth in Section 7.1(a). (iiii) “Release” has the meaning set forth in Section 7.1(b). (jjjj) “Released Claims” means (i) when used in connection with the SCE Released Parties, the SCE Released Claims, and (ii) when used in connection with the Steering Committee Released Parties, the Steering Committee Released Claims. (kkkk) “Released Parties” means any of the SCE Released Parties and the Steering Committee Released Parties, each a “Released Party”. (llll) “Remaining Liabilities” has the meaning set forth in Section 9.1(b). (mmmm) “Removal Vote” has the meaning set forth in Section 9.3(a). (nnnn) “Representative” means, with respect to a particular Person, any director, member, partner, officer, employee, agent, consultant, advisor or other representative of such Person, including outside legal counsel, accountants and financial advisors; provided that in no event shall any Implementer, any other vendor or contractor retained by the Program Administrator on behalf of the CFR Program, or any of their respective Representatives be, or be deemed to be, a Representative of the Program Administrator or of any Participating EDU. (oooo) “Required Percentage” has the meaning set forth in Section 5.4. (pppp) “Reserve Amounts” means the aggregate amounts of Program Funds maintained at any time, and from time to time, in the Liability Reserve and the Operating Reserve. (qqqq) “Reward Amount” has the meaning set forth in Section 3.3(d)(iii) 4.b Packet Pg. 48 43425759.3 9 (rrrr) “RFI” has the meaning set forth in Section 3.2(a). (ssss) “RFP” has the meaning set forth in Section 3.2(a). (tttt) “SCE” has the meaning set forth in the preamble. (uuuu) “SCE Indemnified Claim” has the meaning set forth in Section 7.5(a)(i). (vvvv) “SCE Indemnified Person(s)” has the meaning set forth in Section 7.5(a)(i). (wwww) “SCE Released Claims” has the meaning set forth in Section 7.1(a)(i). (xxxx) “SCE Released Part(y/ies)” has the meaning set forth in Section 7.1(a)(i). (yyyy) “SDG&E” has the meaning set forth in the preamble. (zzzz) “Shortfall Indemnity Termination Date” has the meaning set forth in Section 7.9. (aaaaa) “Shortfall Party” has the meaning set forth in the Section 7.5(b)(iii). (bbbbb) “Shortfall Payments” has the meaning set forth in Section 9.1(b)(i). (ccccc) “Small EDU Members” means the Northern EDU Member and the Southern EDU Member, each a “Small EDU Member”. (ddddd) “SMUD” has the meaning set forth in the preamble. (eeeee) “Southern EDU Member” has the meaning set forth in Section 3.3(a). (fffff) “Southern EDUs” means any EDU listed as a Southern EDU on Schedule 1.1 hereto, as such Schedule may be amended from time to time hereafter; provided that in no event shall any Large EDU ever be listed as or deemed to be a Southern EDU. (ggggg) “Southern EDU Supermajority Vote” has the meaning set forth in Section 3.3(a). (hhhhh) “Steering Committee” has the meaning set forth in Section 3.3(a). (iiiii) “Steering Committee Indemnified Claim” has the meaning set forth in Section 7.5(a)(ii). (jjjjj) “Steering Committee Indemnified Person(s)” has the meaning set forth in Section 7.5(a)(ii). 4.b Packet Pg. 49 43425759.3 10 (kkkkk) “Steering Committee Released Claims” has the meaning set forth in Section 7.1(a)(ii). (lllll) “Steering Committee Released Part(y/ies)” has the meaning set forth in Section 7.1(a)(ii). (mmmmm) “Tax” or “Taxes” means any and all taxes, assessments, charges, duties, fees, levies, imposts or other governmental charges, including all federal, state, local or non-U.S. income taxes (including any tax on or based upon net income, gross income, or income as specially defined, or earnings, profits, or selected items of income, earnings or profits) and all gross receipts, payroll, employment, excise, severance, stamp, occupation, premium, environmental, customs duties, capital stock, profits, withholding, social security, unemployment, disability, real property, personal property, sales, use, ad valorem, transfer, service, franchise, license, windfall profits taxes, estimated, alternative or add-in minimum taxes and any other taxes of any kind whatsoever (whether or not requiring the filing of a Tax Return), together with any interest and any penalties and additions to tax. (nnnnn) “Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedules and amendments thereof. (ooooo) “Third Party Program Administrator” means any successor Program Administrator appointed at any time following the end of SCE’s term as Program Administrator, in accordance with the provisions of Section 3.1(c) or any amendment to this Agreement entered into pursuant to the provisions thereof, that is not also a Participating EDU hereunder. (ppppp) “TOU” has the meaning set forth in Section 4.2(b). (qqqqq) “Withdrawing Notice” has the meaning set forth in Section 9.2(a). (rrrrr) “ZEVs” has the meaning set forth in the Recitals. 1.2. Construction. As used herein, unless the context of this Agreement otherwise requires, (a) all references to Sections, Articles, Schedules or Exhibits are to Sections, Articles, Schedules or Exhibits of this Agreement; (b) each accounting term has the meaning assigned to it in accordance with GAAP; (c) words of any gender include each other gender; (d) words using the singular or plural number also include the plural or singular number, respectively; (e) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement; (f) the word “including” shall mean “including, without limitation”; (g) the word “or” shall be used in the inclusive sense of “and/or” and not exclusive; (h) each reference to “$” or “dollars” shall be to United States dollars; and (i) each reference to “days” shall be to calendar days. 4.b Packet Pg. 50 43425759.3 11 ARTICLE 2 FORMATION OF CFR PROGRAM 2.1. Governance Agreement. This Agreement shall constitute a “Governance Agreement” (as that term is used in the Advice Letter and the CPUC Approval). The rights, powers, duties, obligations, and liabilities of the Parties to each other with respect to the CFR Program shall be determined pursuant to this Agreement. Each Party shall at all times comply with its respective duties, obligations, covenants and agreements set forth in this Agreement. 2.2. EDU Participation. As of the Effective Date, the Parties and Participating EDUs consist of PG&E, SDG&E, SCE, LADWP, and SMUD. Any EDU that desires to participate in the CFR Program and that is not already a Party hereto on the Effective Date as set forth in the preamble to this Agreement and the signature pages hereto, will be required to execute and deliver to the Program Administrator (with a copy to CARB) a joinder to this Agreement in the form attached hereto as Exhibit A (a “Joinder”), in order to become a Party and a Participating EDU hereunder. ARTICLE 3 ADMINISTRATION OF CFR PROGRAM 3.1. SCE Appointment as Initial Program Administrator and Agent. (a) Appointment. Each of the Participating EDUs (in its capacity as a Participating EDU) and each other current and future Party hereto hereby irrevocably appoints SCE as the initial Program Administrator, and hereby designates and authorizes SCE to act on its behalf as the Program Administrator under this Agreement and under any agreement approved by the Steering Committee that is entered into by the Program Administrator or any Participating EDU with respect to the CFR Program pursuant to the terms and conditions hereof (each, a “Program Agreement”), and authorizes the Program Administrator to take such actions on its behalf and to exercise such powers as are delegated to the Program Administrator by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto or as otherwise determined by the Steering Committee, in each case for the time period set forth in Section 3.1(b) below. As used herein, Program Administrator shall mean SCE in its capacity as program administrator and administrative agent for the Parties with respect to the CFR Program under this Agreement or any Program Agreement, or any successor to SCE appointed by the Parties as Program Administrator pursuant to the terms of the replacement administrative and governance structure for the CFR Program implemented pursuant to Section 3.1(c) below. It is understood and agreed that the use of the terms “agent” and “administrator” herein or in any other Program Agreement (or any other similar term) with reference to the Program Administrator or SCE is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between sophisticated contracting parties. (b) Term. SCE is hereby appointed and authorized to serve in such role as Program Administrator from the Effective Date until the earliest to occur of (i) the third (3rd) anniversary of the commencement date of the third party contractor solicitation process 4.b Packet Pg. 51 43425759.3 12 described in ARTICLE 4 below, unless SCE files an advice letter with the CPUC requesting authority to administer the CFR Program long term, in which case SCE will continue to serve as Program Administrator while the CPUC considers the appropriate disposition of the advice letter, and thereafter, if approved, in compliance with the CPUC resolution approving that advice letter, (ii) the date on which SCE is removed or ordered to be removed as Program Administrator by CARB or CPUC, and (iii) the effective date of resignation of SCE as Program Administrator as set forth in any written communication of resignation delivered by SCE to the other Parties after receiving CPUC authorization or approval to withdraw as Program Administrator. (c) Replacement Structure. No later than the second anniversary of the Effective Date, the Steering Committee, with oversight from CARB, will develop and determine a replacement administrative and governance structure for the CFR Program that would go into effect upon the date of expiration or termination of SCE’s appointment as Program Administrator in accordance with the provisions of Section 3.1(b), in order to ensure a seamless transition to a new administrative and governance regime following such date. The Parties will implement such replacement administrative and governance structure through an amendment to this Agreement establishing the terms of such replacement structure, which amendment shall be executed by all Parties no later than the date that is ninety (90) days before the third anniversary of the Effective Date. 3.2. Program Administrator Authority. (a) Solicitation. The Program Administrator will serve as the principal agent of the Parties to develop, issue and administer the competitive Request for Proposals (“RFP”), Request for Information with Pricing (“RFI”) or other such solicitations to acquire the services of one (or more) qualified firm(s) to develop, administer and implement the CFR Program, subject to the terms below. All Parties shall assist the Program Administrator in the performance of the associated responsibilities, as may be requested by the Program Administrator during the solicitation process, and the Program Administrator shall work with the Steering Committee in selecting the successful respondent(s) to the solicitation. The Steering Committee shall make recommendations to the Program Administrator regarding the competitive solicitation, selection of offers, and negotiation of third-party contracts. The Program Administrator shall have the discretionary contracting authority (i) to recommend the third party firms and institutions that it deems to be the best-qualified to perform the necessary and appropriate functions to develop, implement and maintain the CFR Program, which at a minimum will include the Program Auditor, Financial Institution, and Program Implementer (each, an “Implementer”), (ii) to negotiate the terms and conditions of any Program Agreement entered into with any Implementer in connection with the CFR Program, and (iii) subject to receipt of approval from the Steering Committee, to enter into Program Agreements with the Implementers as Program Administrator of the CFR Program on behalf of the Parties. The selection of each Implementer and the final form of each Program Agreement shall require the approval of both the Program Administrator and the Steering Committee. The mechanics of the solicitation process are set forth in further detail in ARTICLE 4 below. (b) Post-Solicitation Program Administration. The Program Administrator will also serve as the principal agent of the Parties with respect to the administration of the CFR Program, in providing instructions to the Implementers and in enforcing the provisions of the 4.b Packet Pg. 52 43425759.3 13 Program Agreements both during and following the solicitation process. All Parties shall assist the Program Administrator in the performance of the associated responsibilities necessary for the successful functioning and operation of the CFR Program, as may be requested by the Program Administrator from time to time in accordance with the provisions of this Agreement, the Program Agreements and the decisions and resolutions of the Steering Committee that will be responsible for oversight of the CFR Program. (c) Reporting. The Program Administrator shall provide the Steering Committee quarterly reports on program administration, financial accounting and program results, which quarterly reports are anticipated to be delivered to the Steering Committee by the end of the first month that commences following the close of each of the first three calendar quarters, and by the last day of February following the close of the fourth calendar quarter and the calendar year. At any other time, the Program Administrator shall provide the Steering Committee such other information as may be reasonably requested by the Steering Committee with reasonable advance notice of not less than ten (10) business days for the Program Administrator to collect the requested information. The Program Administrator and the Steering Committee shall cause to be provided to the Participating EDUs on a quarterly basis such Tax information regarding the operation of the CFR Program as the Program Administrator determines is reasonably necessary for the Participating EDUs to calculate their Taxes with respect to the CFR Program. 3.3. Steering Committee. (a) Composition. The CFR Program will be overseen by a joint steering committee (the “Steering Committee”) made up of seven (7) voting members (each, a “Member”), one (1) non-voting representative appointed by the Program Administrator (the “PA Representative”), and one (1) non-voting LCFS program implementation representative from CARB with oversight authority over the Steering Committee (the “CARB Representative”). (i) The Members will consist of (1) one senior representative from and appointed by each Large EDU (the “Large EDU Members”), one (1) Member (the “Southern EDU Member”) selected by the Southern EDUs that are Participating EDUs (the “Participating Southern EDUs”), and one (1) Member (the “Northern EDU Member”) selected by the Northern EDUs that are Participating EDUs (the “Participating Northern EDUs”). (ii) (A) Southern EDU Member annual voting structure. The Southern EDU Member shall be confirmed annually before each new calendar year and shall be either a representative from one of the Participating Southern EDUs or a qualified third-party representative, as determined by the Participating Southern EDUs. The Southern EDU Member shall be selected by at least a 2/3 majority vote (with each of the Participating Southern EDUs receiving a single vote each of equal weight) of the Participating Southern EDUs (“Southern EDU Supermajority Vote”), if the Member is a representative from one of the Participating Southern EDUs. If the Southern EDU Member is a third-party representative they shall be 4.b Packet Pg. 53 43425759.3 14 selected by a unanimous vote of the Participating Southern EDUs. Votes shall be submitted by a senior representative (Assistant General Manager level or higher; or equivalent position(s)) through a conference call vote with an email confirmation of the final vote following the call. A proxy voting representative may be assigned by each Participating Southern EDU through a written notification from their senior representative to the other Participating Southern EDUs. (B) Initial adoption period. Notwithstanding the provisions of Section 3.3(a)(ii)(A) above, selection of the Southern EDU Member will be conducted as set forth in this Section 3.3(a)(ii)(B) until December 31st, 2020. Once the first Participating Southern EDU has become a Party to this Agreement in accordance with the provisions of Section 2.2, it will select the initial Southern EDU Member. A new vote will be held among the Participating Southern EDUs to elect the Southern EDU Member each time a new Southern EDU becomes a Party to this Agreement in accordance with the provisions of Section 2.2, until December 31st, 2020. All votes during this initial adoption period will continue to follow the Southern EDU Supermajority Vote and senior representative voting requirements set forth in Section 3.3(a)(ii)(A). The Participating Southern EDUs will vote, in accordance with the provisions of Section 3.3(a)(ii)(A), to elect a Southern EDU Member for the 2021 calendar year before the end of 2020. After December 31, 2020, even if any new Southern EDU becomes a Party to this Agreement in accordance with the provisions of Section 2.2, there will be no new vote on a Southern EDU Member until the annual vote, unless a vote is called for under Section 3.4(b). (iii) The Northern EDU Member shall be selected by vote of the Participating Northern EDUs (which vote may be cast directly by any such Participating Northern EDU or indirectly by a third party Representative granted a proxy by any such Participating Northern EDU to act on its behalf for purposes of such vote) representing more than 50% of the aggregate EDU Contributions made as of such date by all Participating Northern EDUs, as determined from time to time (a “Northern EDU Majority Vote”), and shall be either a senior representative from one of the Participating Northern EDUs or a member of the staff of NCPA or other qualified third party representative. (iv) Each of the seven Members on the Steering Committee shall serve on the Steering Committee until such time as a replacement is designated for such Member pursuant to the provisions of Section 3.3(b) below. The Steering Committee shall maintain a Chair, a Vice-Chair and Secretary positions. The Members that hold these positions described in the preceding sentence shall be selected from within the Steering Committee by a vote thereof pursuant to Section 3.3(i), and shall, subject to the provisions of Section 3.3(b), maintain those positions for a one year term, unless agreed upon in writing by all Members (other than the Member holding the position). The Chair (or, in the absence of the Chair, the Vice-Chair) shall preside over all meetings of the Steering Committee, and the Secretary (or, in the absence of the Secretary, any person appointed by the Chair or, in the Chair’s absence, by the Vice-Chair) shall take and maintain the minutes of the proceedings of the meetings of the Steering Committee. (v) The Program Administrator will designate a staff person to serve as the PA Representative, who will be invited to participate in all meetings of the Steering Committee. The PA Representative will be the Program Administrator’s non-voting representative on the Steering Committee and will serve as the primary point of contact between 4.b Packet Pg. 54 43425759.3 15 the Program Administrator and the Steering Committee. The Program Administrator may remove and replace the PA Representative at any time with or without cause, effective upon written notice to the Members provided in accordance with the provisions of Section 10.14. (vi) CARB will designate a senior LCFS program staff person to serve as the CARB Representative, who will be invited to participate in all meetings of the Steering Committee. The CARB Representative will monitor and provide feedback to and oversight of the Steering Committee regarding LCFS and vehicle incentive goals and implementation. CARB may remove and replace the CARB Representative at any time with or without cause, effective upon written notice to the Members provided in accordance with the provisions of Section 10.14. (b) Member Removal, Resignation and Replacement. Each Large EDU may remove and/or replace any Large EDU Member appointed by it at any time with or without cause, effective upon written notice to the other Members. The Participating Southern EDUs may by a Southern EDU Supermajority Vote remove and/or replace the Southern EDU Member at any time with or without cause, effective upon written notice to the Members documenting the results of such Southern EDU Supermajority Vote. The Participating Northern EDUs may by a Northern EDU Majority Vote remove and/or replace the Northern EDU Member at any time with or without cause, effective upon written notice to the Members documenting the results of such Northern EDU Majority Vote. A Member may resign at any time from the Steering Committee by delivering his or her written resignation to the Chair (or in the absence of a Chair, the Vice Chair or Secretary). Any such resignation shall be effective upon receipt thereof unless it is specified to be effective at some other time or upon the occurrence of some other event. The Steering Committee’s acceptance of a resignation shall not be necessary to make it effective. Any vacancy on the Steering Committee resulting from the resignation, removal, death or disability of a Member shall be filled by (i) if a Large EDU Member, the same Large EDU that appointed such Member pursuant to Section 3.3(a), (ii) if a Southern EDU Member, by written notice to the other Members documenting the results of the Southern EDU Supermajority Vote held to select a replacement for such Southern EDU Member, or (iii) if a Northern EDU Member, by written notice to the other Members documenting the results of the Northern EDU Majority Vote held to select a replacement for such Northern EDU Member, in each case with such appointment to become effective immediately upon delivery of written notice of such appointment to the Chair (or in the absence of a Chair, the Vice Chair or Secretary). (c) Alternates. In addition to the Member removal and replacement procedures set forth in Section 3.3(b) above, each Large EDU, the Participating Southern EDUs (by Southern EDU Supermajority Vote), and the Participating Northern EDUs (by Northern EDU Majority Vote), may by written notice delivered to the Chair designate up to two (2) alternative representatives (“Alternates”) who may, upon written or oral notice by such Party/Parties to the Chair that the Member designated by such Party/Parties is unable to attend any meeting (or participate in any action by written consent) of the Steering Committee (or any subcommittee thereof) and shall instead be represented by the Alternate designated in such notice, attend, participate and vote at any regular or special meeting of the Steering Committee (or any subcommittee thereof), or participate and vote in any action by written consent, in lieu of the regular Member designated by such Party/Parties. The Program Administrator may also designate one or more alternate representatives to attend and participate in any meeting of the 4.b Packet Pg. 55 43425759.3 16 Steering Committee (or any subcommittee thereof) in lieu of the designated PA Representative. CARB may also designate one or more alternate representatives to attend and participate in any meeting of the Steering Committee (or any subcommittee thereof) in lieu of the designated CARB Representative. (d) Roles and Responsibilities: The Steering Committee is responsible for strategic direction, program guidance, oversight of policy objectives, and overall governance and supervision of the CFR Program, subject to the oversight of CARB exercised through the CARB Representative’s participation on the Steering Committee as provided by Section 3.3(a)(vi). These roles and responsibilities will include but not be limited to: (i) participation with the Program Administrator in the development, review and selection processes related to the competitive solicitation process to select the Implementers, and final approval of the solicitation process, the selection of Implementers and the final form of the Program Agreements to be entered into with the Implementers; (ii) reviewing and approving the CFR Program’s budget and the initial starting balance for the CFR Program, each of which shall be submitted to the Steering Committee by the Program Administrator for review and approval; (iii) approving the initial CFR rebate amount (“Reward Amount”) and approving any required adjustments thereto or in the method of payment of any Reward Amounts, in each case as recommended by the Program Administrator following CARB approval of the methodology for determining the Reward Amount; (iv) determining the process for approving payment of invoices for administrative and marketing functions, including Implementer invoices, in accordance with the provisions of ARTICLE 6, and the Steering Committee shall also have the authority to make any changes to the invoice approval processes set forth in ARTICLE 6 or otherwise as determined by the Steering Committee from time to time, in order to maintain the efficient operation of the CFR Program; (v) determining whether to adjust the amounts specified to be held in the Liability Reserve or the Operating Reserve as set forth in Section 4.3(e) and the amount of any such increase, but in no event shall any such specified amounts be decreased without the prior written consent of the Program Administrator; (vi) reviewing the performance of the CFR Program and recommending any required adjustments thereto; (vii) approving the timing and content of public announcements about this Agreement and/or the CFR Program (as described in Section 8.2); (viii) terminating this Agreement (as described in Section 9.1); (ix) removing a Party as a party under this Agreement (as described in Section 9.3); 4.b Packet Pg. 56 43425759.3 17 (x) amending this Agreement, or waiving, discharging, or terminating any provision hereof (as described in Section 10.7); (xi) reviewing the quarterly reports and other information required to be provided by the Program Administrator under Section 3.2(c); and (xii) any and all other roles and responsibilities for the Steering Committee set forth in this Agreement or in any Program Agreement. (e) Subcommittees. The Steering Committee may, by resolution, designate from among the Members one or more subcommittees, each of which shall be comprised of two or more Members, and that, subject to the limitations set forth in the next sentence, shall have and may exercise any authority of the Steering Committee as the Steering Committee may delegate to it in the resolution forming such subcommittee. The Steering Committee shall not, and shall not have the power or authority to, designate or authorize any subcommittee with all of the powers and authority of the Steering Committee, or with the authority of the Steering Committee in reference to: (A) final approval of the initial Reward Amount or the amount of any adjustment thereto, (B) any proposed increase (or other adjustment) to the amounts specified to be held in the Liability Reserve or the Operating Reserve as set forth in Section 4.3(e), (C) final approval of payment of any invoice for Administrative Expenses (provided that the Steering Committee may create one or more subcommittees with the responsibility and authority to review, reject, negotiate, pre-approve and submit to the Steering Committee for final approval any or all such invoices (each, an “Invoice Subcommittee”)), (D) altering or repealing any resolution of the Steering Committee that by its terms provides that it shall not be so amendable or repealable, or (E) final approval of any Implementers. The Steering Committee may dissolve any subcommittee or remove any member (or non-voting participant) of a subcommittee through a Steering Committee vote conducted pursuant to the provisions of Section 3.3(i) below at any time. The Parties anticipate that, in addition to an Invoice Subcommittee, potential subcommittees may include (but not be limited to) subcommittees to address dealer training, marketing and outreach, and financial forecasting. The Steering Committee and any subcommittee thereof, and their respective Members, may consult with and seek and rely upon information and advice from employees and representatives of any Participating EDUs, Implementers, Advisory Committee members, Governmental Authorities, legal counsel, independent accountants and other Persons as to matters which they believe to be within such Person’s professional or expert competence. The Steering Committee shall designate a chair and secretary for each subcommittee. The chair (or in the absence of the chair, the secretary) shall preside over all meetings of the subcommittee, and the secretary (or, in the absence of the secretary, the chair or any person appointed by the chair) shall take and maintain the minutes of the proceedings of the meetings of the subcommittee. All minutes of subcommittee meetings shall be made available to all Steering Committee Members. If any member of the Advisory Committee is invited to a subcommittee meeting or a Steering Committee meeting, then the portion(s) of the minutes of such meeting during which such member of the Advisory Committee was present shall also be made available to all members of the Advisory Committee. (f) Regular Meetings. Regular meetings of the Steering Committee shall be held no less than monthly during the first year, and quarterly thereafter, via a conference call at a date and time that is either (i) determined by the Chair (or in the absence thereof, by the Vice 4.b Packet Pg. 57 43425759.3 18 Chair or Secretary) after consulting with the Members at the immediately preceding meeting, or (ii) scheduled by the Chair (or in the absence thereof, by the Vice Chair or Secretary) on not less than five (5) calendar days’ notice to the Members, the PA Representative and the CARB Representative. All meetings (regular or special) of the Steering Committee shall be held by means of telephone or video conference or other communications device that permits all Members, the PA Representative and the CARB Representative participating in the meeting to hear each other, provided that if all Members agree any meeting may be held in person at a mutually agreed location. The Parties acknowledge and agree that the presence and participation of all Members (or their respective Alternates) on the Steering Committee at the meetings and proceedings of the Steering Committee is important for the successful development, implementation, operation and oversight of the CFR Program and, accordingly, each Party shall use its commercially reasonable efforts to have its respective Member (or Alternate) attend each meeting (regular and special) of the Steering Committee. To the extent reasonably practicable, any written materials for regular meetings of the Steering Committee shall be provided to all Members, the PA Representative and the CARB Representative not less than seventy-two (72) hours prior to the meeting. Unless specifically noted on such meeting materials or in the cover correspondence distributed with such meeting materials that such materials (or any portion thereof) are not to be distributed outside of the Steering Committee, each Member shall be free to distribute copies of the meeting materials to the Participating EDUs that such Member represents on the Steering Committee. (g) Special Meetings. Special meetings of the Steering Committee to address emergency, urgent or other time sensitive matters shall be held on the call of the Program Administrator or any two (2) Members upon written notice to the Members, the PA Representative and the CARB Representative sent at least 2 business days prior to the meeting, or upon such shorter notice as may be approved by all the Members. To the extent reasonably practicable, any written materials for special meetings of the Steering Committee shall be provided to all Members, the PA Representative and the CARB Representatives not less than twenty-four (24) hours prior to the meeting (it being understood that it may not always be practicable to meet such a timeframe). Any Member may waive such notice as to himself or herself. (h) Quorum; Voting Percentages. Members holding a majority of the voting percentages held by all Members (as described below in this Section 3.3(h)), shall constitute a quorum for the transaction of business of the Steering Committee. For the avoidance of doubt, as long as such a quorum is present, the Steering Committee may meet and act even if there are vacancies on the Steering Committee at such time, including, without limitation, during the time period following the Effective Date prior to the appointment of any Small EDU Member to the Steering Committee. At all times when the Steering Committee is conducting business at a meeting of the Steering Committee, a quorum of the Steering Committee must be present at such meeting. If a quorum shall not be present at any meeting of the Steering Committee, then the Members present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Until such time as SCE is no longer the Program Administrator, the voting percentages of the Members (which shall always total 100% in the aggregate) shall be: Member Voting Percentage 4.b Packet Pg. 58 43425759.3 19 SCE’s Member 33.0% Each remaining Large EDU Member 12.5% The Southern EDU Member 8.5% The Northern EDU Member 8.5% Unless previously modified pursuant to a replacement structure implemented by way of an amendment to this Agreement entered into pursuant to the provisions of Section 3.1(c), the following voting percentages set forth below will serve as the default replacement structure in the event of the replacement of the initial Program Administrator. In the event that another Large EDU replaces SCE as the Program Administrator, then its designated Member shall have a 33.0% voting percentage and SCE’s Member shall have a 12.5% voting percentage, and the other voting percentages shall remain unchanged. In the event that a Participating Southern EDU replaces SCE as the Program Administrator, then such Participating Southern EDU shall have the sole power to appoint the Southern EDU Member and the Southern EDU Member shall have a 25.0% voting percentage, each Large EDU Member shall have a 13.3% voting percentage, and the Northern EDU Member shall have a 8.5% voting percentage. In the event that a Participating Northern EDU replaces SCE as the Program Administrator, then such Participating Northern EDU shall have the sole power to appoint the Northern EDU Member and the Northern EDU Member shall have a 25.0% voting percentage, each Large EDU Member shall have a 13.3% voting percentage, and the Southern EDU Member shall have a 8.5% voting percentage. In the event that the Program Administrator is not an EDU, then unless otherwise approved by the Steering Committee in connection with its approval of such replacement Program Administrator, the Program Administrator shall have no (0%) voting percentage, and each Large EDU Member shall have a 16% voting percentage, and the Southern EDU Member and the Northern EDU Member shall each have a 10% voting percentage. (i) Vote Required for Action. Except as expressly set forth otherwise with respect to certain actions in this Agreement, (i) all actions of the Steering Committee must be taken at any duly scheduled or called meeting thereof at which a quorum is present and shall require the affirmative vote of Members (or of their respective Alternate or designated proxy as set forth below) holding a majority of the aggregate voting percentages held by all Members present at such meeting, and (ii) all actions of any subcommittee of the Steering Committee must be taken at any duly scheduled or called meeting of such subcommittee at which a quorum (i.e., a majority of the aggregate voting percentage held by all members of such subcommittee) is present and shall require the affirmative vote of Members (or of their respective Alternate or designated proxy as set forth below) holding a majority of the aggregate voting percentages held by all Members who are members of such subcommittee. Voting by proxy, which proxy must be in writing and signed by the Member or Alternate designated by the Party granting a proxy, granted to another Member (or Alternate therefor) will be allowed in case a Party with a Member on the Steering Committee is not able to have its designated Member or Alternate attend any regular or special meeting. (j) Action by Written Consent. Notwithstanding anything herein to the contrary, any action of the Steering Committee (or any subcommittee thereof) may be taken 4.b Packet Pg. 59 43425759.3 20 without a meeting if either (a) a written consent of Members holding at least sixty-six percent (66%) of the aggregate voting percentage held by all Members on the Steering Committee (or subcommittee), and which consent must include the signature of the Member (or Alternate) designated by the Program Administrator, shall approve such action; provided, that prior written notice of such action is provided to all Members, the PA Representative and the CARB Representative at least two (2) business days before such action is taken, or (b) a written consent constituting all of the Members on the Steering Committee (or subcommittee) shall approve such action. Such written consent shall have the same force and effect as a vote at a meeting where a quorum was present. 3.4. Advisory Committee (a) The CFR Program’s performance will be monitored by an advisory committee (the “Advisory Committee”) comprised of representatives of stakeholder organizations (such as EDUs, regulatory agencies, industry groups, ZEV manufacturers and dealers, other industry representatives, environmental NGOs, social and economic justice groups, and other community-based organizations) that have a direct interest in the success of the CFR Program. A list of the stakeholders that the Parties anticipate inviting to join the Advisory Committee is set forth on Schedule 3.4(a) hereto, which Schedule may be amended from time to time by the Steering Committee. (b) The purpose and role of the Advisory Committee will be to provide feedback to the Steering Committee on CFR Program performance and on market and industry trends and best practices to ensure a successful program. The Advisory Committee shall provide such information and feedback to the Steering Committee, and may make recommendations to the Steering Committee on program implementation, in response to consumer and dealer feedback, on metrics needed to evaluate program effectiveness and on CFR Program or process improvement, but the Advisory Committee shall have no management, operational, or decision-making power or authority, or any other type of power or authority, with respect to the CFR Program and neither the Steering Committee nor the Program Administrator shall be required to implement or follow any recommendations made by the Advisory Committee. (c) The Advisory Committee and Steering Committee will meet or have conference calls or electronic meetings not less than twice a year to share feedback on CFR Program performance. The Steering Committee shall inform the Advisory Committee, by way of written or electronic notice to all members of the Advisory Committee or at an in-person, telephonic or electronic meeting of the Advisory Committee, prior to effecting any adjustment to the Reward Amount. 3.5. Duties (a) This Agreement is not intended to, and does not, create or impose any fiduciary duty on any Party, the Program Administrator, the PA Representative, the CARB Representative, any Member or any member of the Advisory Committee appointed by a Participating EDU (each of the foregoing, a “Covered Person”). Furthermore, each of the Parties hereby waives any and all fiduciary duties that, absent such waiver, may be implied on any Covered Person by applicable law, and in doing so, acknowledges and agrees that the duties 4.b Packet Pg. 60 43425759.3 21 and obligation of each Covered Person to each other, to any other Party and to the CFR Program with respect to the CFR Program or the matters that are the subject of this Agreement, are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are expressly agreed by the Parties to replace such other duties and liabilities of such Covered Person. (b) Whenever in this Agreement a Covered Person is permitted or required to make a decision (including a decision that is in such Covered Person’s “discretion” or under a grant of similar authority or latitude), the Covered Person shall be entitled to consider only such interests and factors as such Covered Person desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting any other Party, Member or third party. Whenever in this Agreement a Covered Person is permitted or required to make a decision in such Covered Person’s “good faith,” the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or any other applicable law. ARTICLE 4 SOLICITATION PROCESS. 4.1. Solicitation. (a) As set forth above, the Steering Committee, under the oversight of the CARB Representative, will work with the Program Administrator to develop and ultimately approve the RFP/RFI processes to select the Implementers who will be engaged to develop, administer and implement the CFR Program, and the Program Administrator will serve as the primary agent of the Parties to issue and administer the RFP/RFI processes, subject to the terms below. The Parties agree that at least the following three Implementer functions will be required for the statewide CFR program: (i) implementation of the CFR program activities (“Program Implementer(s)”); (ii) a FDIC insured financial institution to receive, hold, and/or distribute CFR funds (“Financial Institution”); and (iii) an independent accounting firm to perform regular audits (“Program Auditor”). The Parties acknowledge and agree that additional Implementers may also be required as determined and approved by the Program Administrator and the Steering Committee. (b) The Program Administrator will utilize a competitive solicitation/bidding process by issuing a Request for Proposal/Information with pricing (RFP/RFI) to potential Implementers to submit a proposal or quote on a specific commodity or service. The RFP/RFI bid process is a fair and standardized method for the Program Administrator to systematically obtain and demonstrate best value for goods and services procured and ensure that the CFR Program’s vendor costs are reasonable according to prevailing market conditions. (c) Competitive awards resulting from the RFPs/RFIs will be based upon the comparison of commercial and/or technical information from multiple independent suppliers. The RFP/RFI process will start with the development and definition of business requirements contained in a Statement of Work (SOW) or Specification. A list of prospective qualified suppliers will be established. The Program Administrator will receive input and approval from 4.b Packet Pg. 61 43425759.3 22 the Steering Committee on the RFP/RFIs and development of an evaluation criteria prior to receipt of the bids. The Program Administrator will manage the competitive procurement process including the evaluation of the RFP responses. The successful bidder will be selected based on the established criteria (e.g., technical, commercial, supplier responsibility, and risk considerations). Negotiations are entered into, if necessary. Once negotiations with a proposed Implementer are complete, the Program Administrator will submit the proposed Program Agreement with such Implementer together with any requested supporting documentation to the Steering Committee for review and approval; provided that approval of each Program Implementer and the Program Auditor shall require the approval of Members holding at least sixty-six percent (66%) of the aggregate voting percentage held by all Members on the Steering Committee, which approval must include the approval of the Member designated by the Program Administrator and, as long as there are at least five (5) Members on the Steering Committee, the approval of at least three (3) other Members in addition to the Member designated by the Program Administrator. If the Steering Committee rejects the proposed Program Agreement with any vendor, it shall provide the Program Administrator with a detailed set of terms and conditions that must be included in the Program Agreement for the Steering Committee to provide its approval thereof. The Program Administrator shall then continue negotiations with the proposed Implementer or with other respondents to the solicitation process in order to meet the terms and conditions specified by the Steering Committee, and may then submit one or more revised proposals to the Steering Committee for approval. Following Steering Committee approval, the approved procurement award and Program Agreement will be delivered to the applicable vendor selected to serve as such Implementer. 4.2. Program Implementer(s). (a) The Program Implementer(s) will consist of one or more third parties (which may include multiple contractors or a prime contractor that engages multiple subcontractors) to engage in Marketing, Education and Outreach (“ME&O”) activities for the CFR Program; establish, operate, and maintain the web-based portal for ZEV dealers to request reimbursement for payment of a Reward Amount and to submit documentation required to establish compliance with requirements for such reimbursement; and to review and evaluate the dealership requests for Reward Amount reimbursements to confirm whether they comply with the reimbursement requirements set forth in the applicable Program Agreement; and to perform such other services and obligations as are set forth in the applicable Program Agreement. The Program Implementer(s) will also assist with the collection of data, including all data necessary for participant and CFR Program reporting, and submit invoices to the Program Administrator to request payments owed to the Program Implementer or to approved subcontractors or vendors that have been engaged in accordance with the terms of the applicable Program Agreement. The Program Implementer(s) will perform, or contract for, other administrative and ME&O functions necessary and appropriate for the efficient operation of the CFR Program pursuant to the terms and conditions of the Program Agreements entered into with such Program Implementers by the Program Administrator on behalf of the Parties. (b) A rate education and outreach implementation plan will be developed by the Program Implementer, in collaboration with the Steering Committee and the CPUC’s Energy Division, designed to educate ZEV purchasers and the public on time-of-use (“TOU”) rates (in general), other applicable rates and the benefits of off-peak charging. The rate education and 4.b Packet Pg. 62 43425759.3 23 outreach plan will include a proposal for point of purchase or dealership educational materials. Rate education and outreach materials developed for the statewide CFR program will specify that there are a variety of rate options available depending on the different EDU service territories and will direct customers to contact their specific utility for more information. At a minimum, rate education will be required for all IOU customers who participate in the CFR Program. (c) The Program Implementer’s contract will require it to collect certain data, including but not limited to customer name, address, Vehicle Identification Number (VIN), ZEV make and model. The Program Implementer will provide this information to the Participating EDU that serves that particular customer, and to any non-Participating EDU that serves that customer that has executed and delivered the non-disclosure agreement with the Program Implementer required under Section 4.2(d). See Appendix B for a copy of the data collection template. (d) In order to receive certain confidential customer related information from the Program Implementer (such as customer name, address, vehicle make, and other information relevant for purposes of grid planning, marketing of any additional utility ZEV programs and similar permitted uses), each Participating EDU shall be required to execute and deliver a non-disclosure agreement with the Program Implementer in a form negotiated by the Program Administrator and approved by the Steering Committee, which shall include the applicable confidentiality and data security requirements governing the handling of such information under applicable laws. 4.3. Financial Institution. (a) The Financial Institution shall be a state or federally regulated bank or other financial institution that is insured by the FDIC and selected through a RFP/RFI process approved by the Steering Committee. The Financial Institution will receive and hold the EDU Contributions and all interest or other earnings thereon (collectively, “Program Funds”) in designated Accounts (as defined and described below), and will disseminate Program Funds from the Accounts upon receipt of appropriate instructions from the Program Administrator, including (i) to pay reimbursements to ZEV dealers for their qualifying Reward Amount payments following verification thereof by the Program Implementer pursuant to the terms of its Program Agreement, and (ii) to pay other CFR Program costs, expenses and liabilities, including Administrative Expenses following approval of payment of the invoice by the Steering Committee or CARB in accordance with ARTICLE 6, and any amounts payable for or in connection with Indemnified Claims pursuant to Sections 7.5(b)(ii) and 7.5(b)(iii). (b) Subject to such modifications to the below provisions as may be proposed by the Program Administrator and approved by the Steering Committee, the Program Administrator will enter into a master agreement with the Financial Institution (the “Master Account Agreement”) that will provide for the establishment and maintenance of one or more bank accounts to hold, disburse or otherwise administer the Program Funds (“Accounts”). While the terms of the Master Account Agreement and the structure of the Accounts will not be able to be finalized until the completion of the RFP/RFI process to select a Financial Institution, the Parties currently anticipate that the basic financial structure of the CFR Program will follow 4.b Packet Pg. 63 43425759.3 24 one of the structural models set forth below (with such modifications thereto as are proposed by the Program Administrator and approved by the Steering Committee), which are ranked in order of preference and which, to the extent a higher priority option is available prior to finalization of the Master Account Agreement, shall be approved by the Steering Committee in such order, subject to the provisions of Section 4.3(f) below and consideration of relevant Tax reporting and administration requirements: (i) if the Program Administrator and the Steering Committee identify a Governmental Authority (including, for the avoidance of doubt, a POU) or not for profit entity that (A) is willing to serve as the record holder (under its name and federal Tax identification number) of an Account to hold all Program Funds (the “Program Funds Account”), and (B) they believe in good faith is appropriate to hold the Program Funds Account, then the Program Administrator shall negotiate the terms of one or more Program Agreements (each of which shall be subject to the approval of the Steering Committee in accordance with Section 3.2(a)) with such Designated Account Holder (as such term is defined in Section 1.1) and the Financial Institution pursuant to which the Designated Account Holder will (1) open and maintain the Program Funds Account in its name and federal Tax identification number, and (2) provide sole management authority and control over the Program Funds Account, all funds contained therein and all decisions pertaining thereto to the Program Administrator, which management authority and control shall in all cases be limited by and subject to the provisions of this Governance Agreement and any additional requirements established by CARB pursuant to the LCFS Regulation; (ii) in the event that the Program Administrator and the Steering Committee have not identified a Designated Account Holder to hold the Program Funds Account, but have identified any Governmental Authority (including, for the avoidance of doubt, a POU) or not for profit entity that (A) is willing to serve as the record holder (under its name and federal Tax identification number) of an Account to hold the EDU Contributions (and all interest and earnings thereon) of more than one but less than all of the Participating EDUs (a “Collective Deposit Account”), and (B) they believe in good faith is appropriate to hold such Collective Deposit Account, then the Program Administrator shall negotiate the terms of one or more Program Agreements (each of which shall be subject to the approval of the Steering Committee in accordance with Section 3.2(a)) with each such Designated Account Holder and the Financial Institution pursuant to which the Designated Account Holder will (1) open and maintain such Collective Deposit Account in its name and federal Tax identification number, and (2) provide sole management authority and control over such Collective Deposit Account, all funds contained therein and all decisions pertaining thereto to the Program Administrator, which management authority and control shall in all cases be limited by and subject to the provisions of this Governance Agreement and any additional requirements established by CARB pursuant to the LCFS Regulation. For the avoidance of doubt, any Participating EDU that is not authorized to deposit its EDU Contributions into a Collective Deposit Account established pursuant to this Section 4.3(b)(ii) must establish an Individual Deposit Account in accordance with the provisions of Section 4.3(b)(iii) below; or (iii) in the event that the Program Administrator and the Steering Committee have not identified (A) a Designated Account Holder to hold the Program Funds Account pursuant to Section 4.3(b)(i), or (B) one or more Designated Account Holders to hold 4.b Packet Pg. 64 43425759.3 25 one or more Collective Deposit Accounts pursuant to Section 4.3(b)(ii) that, individually or in the aggregate, would hold the EDU Contributions for all Participating EDUs, then any Participating EDU that is not authorized to deposit its EDU Contributions into a Collective Deposit Account or, in the event there is no Collective Deposit Account, each Participating EDU, must establish its own individual deposit Account with the Financial Institution selected pursuant to Section 4.1(c) (each, an “Individual Deposit Account”) and will be required to execute and deliver, upon the Program Administrator’s request therefor, the separate Program Agreement with the Financial Institution creating and governing its Individual Deposit Account in the final form thereof negotiated by the Program Administrator for all Participating EDUs to deliver and as such final form has been approved by the Steering Committee (the “Individual Deposit Account Agreement”), as a condition to remaining as a Participating EDU and Party under this Agreement. The Individual Deposit Account Agreement shall grant the Program Administrator sole management authority and control over each Individual Deposit Account, all funds contained therein and all decisions pertaining thereto, which management authority and control shall in all cases be limited by and subject to the provisions of this Governance Agreement and any additional requirements established by CARB pursuant to the LCFS Regulation. (c) In the event that the Program Administrator and the Steering Committee have not identified a Designated Account Holder to hold the Program Funds Account, the Program Administrator will establish one or more disbursement Accounts (the “Disbursement Account”) to be maintained for the purpose of paying all Reward Amount reimbursement payments to ZEV dealers (and, solely to the extent required by CARB pursuant to the LCFS Regulation and in accordance with the terms thereof, any carrying costs associated with any undue delay in reimbursement of Reward Amount payments to the ZEV dealers due to the fault of the Program Administrator), all Administrative Expenses, all payments to reimburse the Program Administrator for its (or its Affiliates’) payment of any Administrative Expenses, and all amounts payable for or in connection with Indemnified Claims pursuant to Sections 7.5(b)(ii) and 7.5(b)(iii). If there is a Program Funds Account, then all such payments, Administrative Expenses, reimbursement and amounts referenced in the preceding sentence will be paid out of the Program Funds Account. The Disbursement Account shall be held in the name of and under the federal Tax identification number of the Program Administrator, and the Program Administrator’s management authority and control over the funds in the Disbursement Account shall in all cases be limited by and subject to the provisions of this Governance Agreement and any additional requirements established by CARB pursuant to the LCFS Regulation. (d) In the event that the Program Administrator and the Steering Committee have not identified a Designated Account Holder to hold the Program Funds Account, the Master Account Agreement shall set forth the terms and condition pursuant to which: (i) when the Program Administrator delivers an instruction to the Financial Institution to make any payment of any Reward Amount to any ZEV dealer as verified by the Program Implementer, the Financial Institution will transfer from the Deposit Accounts to the Disbursement Account, pro rata from each Deposit Account (based on the respective then current account balances in each of the Deposit Accounts), the amounts necessary to pay such Reward Amount, and 4.b Packet Pg. 65 43425759.3 26 (ii) when the Program Administrator delivers an instruction to the Financial Institution to make a payment of any Administrative Expense from the Administrative Account following approval of payment of the invoice from the Steering Committee or CARB in accordance with ARTICLE 6, the Financial Institution will transfer from the Deposit Accounts to the Disbursement Account, pro rata from each Deposit Account (based on the respective then current account balances in each of the Deposit Accounts), the amounts necessary to pay such Administrative Expense. (e) A reserve of Program Funds totaling Ten Million Dollars ($10,000,000.00) in the aggregate shall be maintained at all times following the Program Launch Date in the Program Funds Account or, if none, segregated among the Deposit Accounts in the manner and amounts determined by the Program Administrator but totaling Ten Million Dollars in the aggregate (the “Liability Reserve”). The Liability Reserve shall only be used by the Program Administrator as a reserve to cover and pay any and all amounts payable to any Indemnified Party in accordance with the indemnification provisions of Section 7.5(b), or to pay off any Remaining Liabilities following the termination of the CFR Program or this Agreement pursuant to the provisions of Section 9.1(b). In addition to the Liability Reserve, for each calendar year that ends following the Program Launch Date, an operating reserve shall be maintained in the Program Funds Account or, if none, segregated among the Deposit Accounts in the manner and amounts determined by the Program Administrator, in an amount equal to the CFR Program’s highest forecasted calendar month of expenditures projected for such year as set forth in the CFR Program budget for such year (the “Operating Reserve”). The Operating Reserve shall only be used by the Program Administrator as a reserve to cover and pay any and all amounts payable in accordance with the provisions of Section 4.3(d) and ARTICLE 6, or to any Indemnified Party in accordance with the indemnification provisions of Section 7.5(b), or to pay off any Remaining Liabilities following the termination of the CFR Program or this Agreement pursuant to the provisions of Section 9.1(b), in each case solely to the extent that there are insufficient Program Funds otherwise available to pay such amounts when due or required to be paid. Upon the request of the Program Administrator at any time, the Steering Committee is hereby authorized to adjust the respective amounts of the Liability Reserve and the Operating Reserve from time to time in an effort to ensure that adequate reserves for the payment of all costs, expenses, and liabilities (fixed or contingent) of the CFR Program, and all Claims pertaining thereto, are maintained at all times. (f) Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in the event that the Program Administrator determines in good faith that modifications to the foregoing structure, or an alternative Account structure, are necessary or appropriate in order to avoid any adverse Tax consequences to the Program Administrator or its Affiliates arising from such structure, the Program Administrator may call an emergency meeting for Steering Committee review and approval of any such modifications or alternative structures; provided that if the Program Administrator and the Steering Committee are unable to agree upon the modifications to be implemented within ten (10) business days following the initial issuance of the notice for such emergency meeting by the Program Administrator, the Program Administrator shall have the power, authority and discretion to implement such modifications or alternative structures as are determined appropriate by the Program Administrator, and the Program Administrator shall promptly notify the Steering Committee no 4.b Packet Pg. 66 43425759.3 27 later than three (3) business days following the implementation of any such modifications or alternative structures that did not receive Steering Committee approval. (g) Without limiting the provisions of Section 9.1(b) below, once any EDU Contribution is deposited into any Deposit Account or Program Funds Account, as the case may be, those funds and all interest and earnings thereon will become Program Funds and the Participating EDU or Designated Account Holder that is the holder of such Deposit Account or Program Funds Account, as the case may be, will not be able to withdraw, transfer or otherwise exercise any control over such funds (or any interest or earnings thereon) even if such Participating EDU withdraws or is removed from the CFR Program or this Agreement, or such Designated Account Holder desires to close such Collective Deposit Account or Program Funds Account; provided that for Tax purposes, such Participating EDU or Designated Account Holder that is the holder of such Deposit Account or Program Funds Account shall be considered the owner of such funds and all interest and earnings on such funds maintained in any Deposit Account will be reported as interest and earnings paid to or received by the Participating EDU or Designated Account Holder that is the record holder of such Account. All applicable bank fees and penalties for all Accounts are considered part of CFR Program Administrative Expenses and will be paid or reimbursed using Program Funds. No Participating EDU shall claim a Tax deduction in connection with a deposit to their respective EDU Contribution Account, except at such time and to the extent such funds are paid to ZEV dealers or to satisfy or reimburse Administrative Expenses or Indemnified Claims pursuant to Sections 7.5(b)(ii) and 7.5(b)(iii). 4.4. Program Auditor. (a) Program Auditor. The Program Auditor will be an independent (i.e., not an Affiliate of any EDU), nationally-recognized (i.e., with 10 or more offices in at least 3 different states) accounting firm engaged to perform regular audits of all auditable aspects of the CFR Program, including the program controls and performance, the administration of the CFR Program and Administrative Expenses, including payment/reimbursement of expenses to the Program Administrator and Program Implementers, and Reward Amount payments/reimbursements to ZEV dealers. An annual audit of the CFR Program will be conducted by the Program Auditor each fiscal year with a published report to be issued within sixty (60) days following the completion of the audit (and in no event later than one hundred eighty (180) days following the end of the fiscal year). During the first year of the CFR Program following the Program Launch Date, an interim audit will be performed to test CFR Program controls and such audit will commence within six (6) months after the Program Launch Date with a report issued sixty (60) days after completion of the audit. (b) Confidential and Market-Sensitive Information. Unless otherwise determined by the Steering Committee it is not anticipated that the Program Auditor will receive any market-sensitive information in connection with its audits and market-sensitive aspects of the CFR Program, such as, but not limited to, any trading activity in LCFS Base Credits by the EDUs, shall not be included within the scope of any audit by the Program Auditor. No Participating EDU is obligated to provide or disclose any of its confidential or market-sensitive information to any other Participating EDU under this Agreement. All Participating EDUs and Implementers shall be required to comply with any and all requests for information issued by 4.b Packet Pg. 67 43425759.3 28 CARB in accordance with the LCFS Regulation or other applicable law, as well as to any other Governmental Authority with legal authority and jurisdiction to request such information. (c) Audit Reports. The Program Auditor’s audit reports shall be provided to all Participating EDUs, CARB, the CPUC, and the public. Any Participating EDU shall have the right at its own expense to review any non-confidential records and information underlying the Program Auditor’s report on reasonable notice during regular business hours. The Program Auditor’s reports shall contain all information necessary for the Program Administrator to comply with its reporting obligations to CARB as set forth in the CPUC Approval (and in any subsequent resolution issued by CARB), and each Party shall provide all information and assistance requested by the Program Auditor or the Program Administrator in order to comply with such reporting obligations to CARB or any other Governmental Authority. (d) Program Auditor Insurance. The Program Auditor shall maintain insurance coverage of the specified types, with an endorsement as additional insured for the benefit of the Program Administrator, the Steering Committee and the Parties, and in amounts equal to or in excess of such minimum coverage amounts, in each case as are determined by the Steering Committee. 4.5. Program Implementer Qualifications. The RFP solicitation shall provide that third parties seeking to be Program Implementers must meet certain minimum requirements in order to submit an offer in response to the RFP. The RFP will provide that each Program Implementer will be required to execute and deliver one or more Program Agreements with the Program Administrator (and, if applicable, the Participating EDUs) that includes terms and conditions pursuant to which the Program Implementer, depending on the scope of work to be provided by such Program Implementer to the CFR Program, will: (a) indemnify, defend, and hold each of the Participating EDUs, their Affiliates, and each of their respective Representatives harmless for and from any liabilities arising from or in connection with any negligent or intentional acts/omissions or mismanagement of Program Funds or other LCFS Credit Revenue by such Program Implementer, its contractors or subcontractors, or any of its or their respective Representatives (collectively, the “Program Implementer Representatives”); (b) have procured, and will cause Program Implementer Representatives and other vendors and contractors, to have or procure, sufficient insurance to cover their liabilities in such amounts equal to or in excess of such minimum coverage amounts as are determined by the Steering Committee to cover any negligence, errors or omissions, or mismanagement of the Program Funds, LCFS Credit Revenue or the CFR Program by the Program Implementer Representatives; (c) have internal practices and procedures to prevent the risk of fraud or mismanagement (including terms and conditions that would apply to the evaluation of claims submitted and payment of Reward Amounts to participating ZEV dealers); (d) have experience managing large-scale programs with aggregate funding in excess of $100 million; 4.b Packet Pg. 68 43425759.3 29 (e) have technological experience creating web-based programs; (f) ensure that all agreements with subcontractors include terms for the protection of the Participating EDUs; (g) not be an Affiliate of the Program Administrator or any Participating EDU; and (h) have practices and procedures to prevent and prosecute fraud by ZEV dealers seeking reimbursement for Reward Amounts, such as through carefully crafted terms and conditions to which ZEV purchasers and point-of-sale entities must agree to receive the applicable Reward Amount for the ZEV purchaser. ARTICLE 5 CFR PROGRAM EXPENSES; COST SHARING; LAUNCH 5.1. Program Administrator Expenses. The Parties hereby acknowledge and agree that Program Funds shall be used to pay and/or reimburse the Program Administrator (unless it is a Third Party Program Administrator) for, all costs, expenses, fees, Taxes, liabilities, and other amounts paid or incurred by the Program Administrator pursuant to or in connection with its service or status as Program Administrator (“Administrative Expenses”), including without limitation (but subject to the provisions of Section 5.2 below), (i) all amounts paid or incurred with respect to (A) any Implementers, or (B) any other contractors, vendors, attorneys, accountants, or other third parties in connection with the role of Program Administrator, (ii) an allocated portion of the fully-loaded labor costs (excluding bonus programs) for any employees who provide services in connection with the Program Administrator role and functions (which allocation shall be determined by the Program Administrator in good faith), (iii) an allocated portion of time and materials costs paid to independent contractors who provide services in connection with the Program Administrator role and functions (which allocation shall be determined by the Program Administrator in good faith), (iv) any reasonable travel related expenses incurred by any such persons described in the preceding clauses (ii) or (iii) associated with the Program Administrator role or functions, and (v) any non-labor related marketing costs such as media buy and collateral development expenses. For the avoidance of doubt, Administrative Expenses do not include costs, expenses, fees, Taxes, liabilities, and other amounts paid or incurred by SCE (or any successor thereof as Program Administrator that is a Participating EDU) to the extent paid or incurred in its capacity as a Participating EDU as opposed to in its capacity as Program Administrator. For purposes of illustrating the concept underlying the preceding sentence only, and without any limiting purpose or effect, any Taxes (including on any interest or other earnings on such account) incurred by the Program Administrator (or its Affiliates) in connection with any Disbursement Account, Program Funds Account, Collective Deposit Account, or Individual Deposit Account (except for the Program Administrator’s own Individual Deposit Account, if any), or any other Account opened or maintained with the Financial Institution in connection with its role as Program Administrator constitute Administrative Expenses, but any Taxes incurred by SCE (or any successor thereof as Program Administrator that is a Participating EDU) on its own Individual Deposit Account into which its EDU Contributions will be made in its capacity as a Participating EDU would not constitute Administrative Expenses. To make the Program Administrator (unless it is a 4.b Packet Pg. 69 43425759.3 30 Governmental Authority or not for profit entity exempt from income Tax)) whole on an after-Tax basis, Taxes constituting Administrative Expenses shall be calculated as if the Program Administrator were subject to Tax at, and any payment or reimbursement of Taxes constituting Administrative Expenses shall be grossed-up at, the highest combined federal and state marginal Tax rate for the applicable period in the Program Administrator’s jurisdictions of operations, in each case as reasonably determined by the Program Administrator. The Parties acknowledge and agree that the Program Administrator (unless it is a Third Party Program Administrator) is entitled to payment and reimbursement from Program Funds (including all required EDU Contributions, but excluding, with respect to the Program Administrator’s own internal costs that constitute Administrative Expenses, any interests or earnings thereon) for all Administrative Expenses, particularly in light of the fact that the Program Administrator is not requesting or receiving any administrator fee or compensation for its services as Program Administrator. Accordingly, each Participating EDU hereby covenants and agrees to make its respective EDU Contributions and to pay all other amounts payable by such Participating EDU in accordance with the terms and conditions of this Agreement, and CARB shall be tasked with monitoring each Participating EDU’s compliance with these obligations in its respective Program Agreement and verifying the information received with the Financial Institution and CARB, as applicable. For the avoidance of doubt, the foregoing Administrative Expense payment and reimbursement rights shall not apply to any Program Administrator other than SCE or another Participating EDU that is appointed by the Steering Committee to serve as Program Administrator, as the Parties anticipate that any Third Party Program Administrator that may be engaged would receive fees for its service in such role and any additional expense payments or reimbursements to which it may be entitled would be expressly set forth in the engagement agreement with such Third Party Program Administrator. 5.2. Payment/Reimbursement of Administrative Expenses. The Program Administrator (unless it is a Third Party Program Administrator) upon approval by the Steering Committee is hereby authorized to (i) pay Administrative Expenses directly from Program Funds, and (ii) reimburse itself for any Administrative Expenses paid or incurred by the Program Administrator (or any of its Affiliates), in each case from Program Funds in the Program Funds Account or the Disbursement Account, as the case may be, and to transfer amounts from any Deposit Account into the Disbursement Account in order to make such payments and reimbursements, in each case in accordance with the provisions of ARTICLE 6 below and the Master Account Agreement; provided that the total amount of such payments and reimbursements of Administrative Expenses made by the Program Administrator in any calendar year following approval of the invoice therefor by the Steering Committee or CARB in accordance with the provisions of ARTICLE 6, shall in no event exceed ten percent (10%) (as such percentage may be adjusted pursuant to the following provisions of this Section 5.2, the “Percentage Target”) of the total CFR Program budget of aggregate Program Funds for such calendar year. The Program Administrator and the Steering Committee shall monitor the aggregate amount of payments and reimbursements of Administrative Expenses approved and made in each calendar year to ensure that aggregate Administrative Expenses payments and reimbursements made in such calendar year do not exceed the Percentage Target. Given that the Parties cannot predict with any degree of accuracy what the actual annual Administrative Expenses will be until the RFP/RFI processes have concluded and the Implementers have been engaged, upon the request of the Program Administrator, but subject to the prior submission to, and approval by, the CPUC of a Tier 2 advice letter if still required in connection therewith by 4.b Packet Pg. 70 43425759.3 31 the provisions of ordering paragraph 6 or ordering paragraph 7 of CPUC Resolution E-5015, the Steering Committee is hereby authorized to increase (but not decrease) the Percentage Target from time to time to ensure that all Administrative Expenses incurred in each calendar year are authorized to be paid or reimbursed, as the case may be, in a timely fashion and when due. Notwithstanding the foregoing, the provisions of this Section 5.2 shall not apply to any Third Party Program Administrator, as the terms and conditions on which any Third Party Administrator may handle or administrator any Program Funds or Accounts shall be set forth in and governed by the applicable Program Agreement(s) entered into with such Third Party Program Administrator. 5.3. Start-Up Funding. To fund the initial start-up costs of the CFR Program, including the amounts necessary to pay all Administrative Expenses and all Reward Amount reimbursement payments to ZEV dealers and to fund the initial Reserve Amount during the start- up phase of the CFR Program, the Participating EDUs will contribute a total of Fifty Million Dollars ($50,000,000) in initial EDU Contributions in the aggregate (assuming full participation by all eligible EDUs in the CFR Program). Each Participating EDU shall be required to fund the amount set forth opposite such Participating EDU’s name on Appendix A hereto as its initial EDU Contribution (the “Initial EDU Contributions”). Following the establishment of the initial Account structure for the CFR Program in accordance with the provisions of Section 4.3, each Large EDU shall be required to deposit the amount of its Initial EDU Contribution into its EDU Contribution Account (which shall be the applicable Program Funds Account, Collective Deposit Account or Individual Deposit Account designated for such Large EDU in accordance with the instructions of the Program Administrator), no later than sixty (60) days following the date on which the Master Account Agreement is executed by the Program Administrator and the Financial Institution (the “Initial Funding Date”). In the event the Account structure includes an Individual Deposit Account for such Large EDU, such Large EDU shall also execute and deliver its Individual Deposit Agreement to the Financial Institution on or prior to the earlier to occur of the Initial Funding Date and the date on which it makes its Initial EDU Contribution. Each other Participating EDU besides the Large EDUs shall be required (a) to deposit the amount of its Initial EDU Contribution into its EDU Contribution Account, which shall be the applicable Program Funds Account, Collective Deposit Account or Individual Deposit Account designated for such Participating EDU in accordance with the instructions of the Program Administrator, and (b) if such Program Administrator instructions provide that an Individual Deposit Account be established for such Participating EDU, such Participating EDU shall also execute and deliver its Individual Deposit Agreement to the Financial Institution, in each case for both clauses (a) and (b), no later than (i) January 31, 2021 for all Participating EDUs identified as Medium Publicly-owned Utilities on Appendix A, and (ii) January 31, 2023 for all Participating EDUs identified as Small Publicly-owned Utilities or Small Investor-owned Utilities on Appendix A; provided that if such other Participating EDU has not executed and delivered its Joinder to become a Party to this Agreement pursuant to Section 2.2 on or prior to (x) January 31, 2021 for the Medium Publicly-owned Utilities, or (y) January 31, 2023 for the Small Publicly-owned Utilities, then such Participating EDU shall have until the first anniversary of the date of its Joinder to deposit the amount of its Initial EDU Contribution into its EDU Contribution Account and, if applicable, to execute and deliver its Individual Deposit Account Agreement to the Financial Institution. 4.b Packet Pg. 71 43425759.3 32 5.4. Periodic Funding Requirements. Each Participating EDU hereby covenants and agrees that, upon and following such Participating EDU’s execution of this Agreement, in addition to making its required Initial EDU Contribution, it will also make additional aggregate EDU Contributions to its EDU Contribution Account during each calendar year in an amount equal to or greater than the applicable required percentage for such year of LCFS Credit Revenue generated by such Participating EDU during such calendar year as set forth opposite the name of such Participating EDU on Appendix A (the “Required Percentage”), and in accordance with the LCFS Regulation. (a) Large EDUs’ Periodic EDU Contributions. Each Large EDU shall be responsible for (i) identifying and tracking all Earmarked Credits deposited into its LCFS balancing account by CARB at any time on or after the Final CPUC Approval Date, and (ii) no later than the Initial Funding Date, depositing into its EDU Contribution Account the Required Percentage of the LCFS Credit Revenue generated by such Large EDU from the sale of all Earmarked Credits that have been deposited by CARB into such Large EDU’s LCFS balancing account at any time on or prior to the end of the calendar quarter immediately preceding the quarter during which the Initial Funding Date occurs, and such Large EDU shall be required to sell all such deposited Earmarked Credits prior to the Initial Funding Date (provided that with respect to LCFS Credit Revenue generated by sales of any Earmarked Credits deposited into such Large EDU’s LCFS balancing account during the calendar quarter that immediately precedes the quarter in which the Initial Funding Date occurs, the Large EDU shall have until the last day of such quarter in which the Initial Funding Date occurs to deposit its Required Percentage of such LCFS Credit Revenue generated therefrom into its EDU Contribution Account as required under this Section 5.4(a)(ii)). Commencing with the quarter in which the Initial Funding Date occurs, the Large EDUs will deposit their Required Percentage of their respective LCFS Credit Revenue into their respective EDU Contribution Accounts no less frequently than on a quarterly basis in arrears and in one or more transactions that shall be made no later than the end of the last business day of the following quarter. The following table sets forth the required deposit schedule of the Large EDUs’ LCFS Credit Revenue for an illustrative year of the CFR Program: 4.b Packet Pg. 72 43425759.3 33 Table X: Schedule of Large EDU Base Credit Revenue Transfer to CFR Program Due Date for Deposit Large EDU Required Deposits into its EDU Contribution Account June 30 Large EDU deposits into its EDU Contribution Account the Required Percentage of its respective LCFS Credit Revenue from the sale of any Earmarked Credits deposited in its LCFS balancing account in Q1 of that year. September 30 Large EDU deposits into its EDU Contribution Account the Required Percentage of its respective LCFS Credit Revenue from the sale of any Earmarked Credits deposited in its LCFS balancing account in Q2 of that year. December 31 Large EDU deposits into its EDU Contribution Account the Required Percentage of its respective LCFS Credit Revenue from the sale of any Earmarked Credits deposited in its LCFS balancing account in Q3 of that year. March 31 Large EDU deposits into its EDU Contribution Account the Required Percentage of its respective LCFS Credit Revenue from the sale of any Earmarked Credits deposited in its LCFS balancing account in Q4 of the previous year plus any “true up” revenue from the previous calendar year. If any Large EDU has any Earmarked Credits deposited into its LCFS balancing account by CARB in any quarter that remain unsold at the end of such quarter, the Large EDU will track such Earmarked Credits and contribute the Required Percentage of the LCFS Credit Revenue generated therefrom to its EDU Contribution Account in the immediately following quarter, in which quarter such Earmarked Credits must be sold. Each Large EDU will be required to sell all Earmarked Credits deposited into its LCFS balancing account by CARB each quarter by no later than the end of the following quarter. By March 31st of each year, each Large EDU will be responsible for truing up and depositing into its EDU Contribution Account its aggregate required EDU Contributions for the entire previous calendar year. Notwithstanding the foregoing, the Steering Committee shall have the power and authority to waive or suspend the aforementioned timing requirements for when sales of Earmarked Credits held in the respective LCFS balancing accounts of the Large EDUs must take place should the Steering Committee determine that market conditions or other extenuating factors make such waiver or suspensions (which would apply as to all Large EDUs) prudent, and the Steering Committee shall promptly notify all Large EDUs of any such waiver or suspension. The Steering Committee shall grant an extension of the aforementioned timing requirements to any Large EDU, on an individual case-by-case basis, if the Large EDU has demonstrated to the satisfaction of the Steering Committee that it is utilizing all reasonable efforts to consummate the sale of its Earmarked Credits in a diligent and timely manner, but needs additional time to complete all sales required in order to deposit its full Required Percentage of LCFS Credit Revenue. 4.b Packet Pg. 73 43425759.3 34 (b) Other Participating EDUs’ Periodic EDU Contributions. Each EDU that is not a Large EDU shall be responsible for (i) identifying and tracking all Earmarked Credits deposited into its LCFS balancing account by CARB at any time on or after the Final CPUC Approval Date, and (ii) within sixty (60) days following such EDU’s execution of this Agreement or a Joinder hereto, depositing into its EDU Contribution Account the Required Percentage of the LCFS Credit Revenue generated by such EDU from the sale of all such Earmarked Credits deposited into its LCFS balancing account by CARB at any time on or prior to the end of the calendar year immediately preceding the year during which such EDU becomes a Party to this Agreement, and each such EDU shall be required to sell all such deposited Earmarked Credits prior to such 60th day following such EDU’s execution of this Agreement or a Joinder hereto. Each other Participating EDU besides the Large EDUs will also deposit its Required Percentage of its respective LCFS Credit Revenue received in any calendar year commencing with the calendar year in which it becomes a Participating EDU into its respective EDU Contribution Account no less frequently than on an annual basis in arrears and in one or more transactions that shall occur no later than March 31st of the following year. All such Participating EDUs shall be required to sell all of the Earmarked Credits deposited by CARB into its LCFS balancing account during any calendar year in such calendar year. Notwithstanding the foregoing, the Steering Committee shall have the power and authority to waive or suspend the aforementioned timing requirements for when sales of Earmarked Credits held in the respective LCFS balancing accounts of the other Participating EDUs must take place should the Steering Committee determine that market conditions or other extenuating factors make such waiver or suspensions (which would apply as to all such other Participating EDUs) prudent, and the Steering Committee shall promptly notify all such Participating EDUs of any such waiver or suspension. The Steering Committee shall also have the power and authority to grant an extension of the aforementioned timing requirements to any Participating EDU, on an individual case-by-case basis, that has demonstrated to the satisfaction of the Steering Committee that it is utilizing all reasonable efforts to consummate the sale of its Earmarked Credits in a diligent and timely manner, but needs additional time to complete all sales required in order to deposit its full Required Percentage of LCFS Credit Revenue. (c) Steering Committee. Notwithstanding the foregoing, the above annual deposit schedules for the Participating EDUs set forth in Sections 5.4(a) and 5.4(b) above shall be reviewed by the Steering Committee at a minimum of every three years, and whenever the Program Administrator requests in good faith any modification to any such schedule, and the deposit schedule shall be updated from time to time if necessary as determined by the Steering Committee. 5.5. CFR Program Commencement. The Parties shall commence the CFR Program following the satisfaction of the following conditions: (i) SCE, PG&E and SDG&E shall have received any additional approval or consent of the CPUC to execute and deliver this Agreement as may be required by the CPUC Approval; (ii) CARB Authorization shall have been received; (iii) each Large EDU shall have duly executed and delivered this Agreement to the other Large EDUs; (iv) Members holding at least a majority of the voting percentages specified to be held by all Members as set forth in Section 3.3(h), shall have been appointed to the Steering Committee pursuant to the provisions of Section 3.3(a); (v) the Financial Institution, Program Auditor and the Program Implementer responsible for administering and paying Reward Amount reimbursement payments to ZEV dealers shall have been selected and engaged through duly 4.b Packet Pg. 74 43425759.3 35 executed and delivered Program Agreements, and any preconditions to commencement of the CFR Program set forth in such Program Agreements shall have been satisfied or been duly waived by the Steering Committee and the Program Administrator; (vi) each Large EDU shall have deposited its Initial EDU Contribution into its EDU Contribution Account, the Liability Reserve and the Operating Reserve shall have been funded using such Initial EDU Contributions, and, to the extent instructed by the Program Administrator pursuant to Section 4.3(b), the Financial Institution and each Large EDU shall have duly entered into their respective Individual Deposit Account Agreement; (vii) the Steering Committee has approved the initial Reward Amount pursuant to the provisions of Section 3.3(d)(iii); (viii) the Parties shall have received approval or a legal opinion from CARB that the LCFS Credit Revenue may be used to compensate all CFR Program costs and expenses including, subject to Section 5.2 and the other provisions of this Agreement, any Administrative Expenses and any Indemnified Claims using Reserve Amounts and other Program Funds under this Agreement; (ix) the Program Administrator shall have made a solicitation to procure, or have otherwise approached insurance or bonding providers to procure, a Policy or Bond to cover Claims pertaining to the CFR Program and, to the extent commercially available, shall have procured such Policy or Bond in accordance with the provisions of Section 7.4; and (x) at the written request of the Program Administrator, the Steering Committee shall have issued its approval to commence the CFR Program and to authorize the offer and payment of the initial Reward Amount thereunder by issuance of a joint press release on behalf of all Participating EDUs announcing the official commencement and launch of the CFR Program. The CFR Program shall officially commence on the date specified in such joint press release as the official start date of the CFR Program (the “Program Launch Date”). ARTICLE 6 APPROVAL AND PAYMENT OF INVOICES 6.1. Implementer Invoices. The Program Agreement with each Implementer shall set forth the terms and conditions for submission of all Implementer invoices to the Program Administrator for payment. Following receipt of any invoice from any Implementer, or from any other contractor, vendor, attorney, accountant, or other third party in connection with the Program Administrator’s role and responsibilities as Program Administrator and that the Program Administrator has not paid directly and submitted for reimbursement as an Administrative Expense that was paid by the Program Administrator in accordance with the provisions of Section 6.2 below, the Program Administrator shall submit such invoice (along with any other supporting documents submitted therewith) to the Steering Committee and/or the applicable Invoice Subcommittee. The CARB Representative shall receive copies of all invoices submitted to the Steering Committee. Following final approval of any such invoice by the Steering Committee or CARB, the Program Administrator shall authorize and instruct the Financial Institution to pay such invoice as an Administrative Expense from the Program Funds Account or the Disbursement Account, as applicable. Any amounts incurred in connection with any delay in approval or payment of any invoice, including any interest, fees, charges, penalties or other amounts, shall also be paid as an Administrative Expense from the Program Funds Account or the Disbursement Account, as applicable. 6.2. Program Administrator Invoices. In the event that the Program Administrator (or any Affiliate thereof) pays any Administrative Expenses directly, including any 4.b Packet Pg. 75 43425759.3 36 Administrative Expenses paid or incurred by the Program Administrator prior to the Program Launch Date, the Program Administrator shall submit an invoice therefor (along with any reasonably requested supporting documentation) to the Steering Committee and/or the applicable Invoice Subcommittee. The CARB Representative shall receive copies of all invoices submitted to the Steering Committee. Following final approval of any such invoice by the Steering Committee or CARB, the Program Administrator shall authorize and instruct the Financial Institution to pay such invoice as an Administrative Expense from the Program Funds Account or the Disbursement Account, as applicable. 6.3. Reward Amount Payments. For the avoidance of doubt, Reward Amount payments and reimbursements shall not be subject to the invoice, approval and payment procedures set forth in this ARTICLE 6, and shall in no event be deemed to be Implementer or vendor invoices. Reward Amount payments and reimbursements shall be handled pursuant to the provisions of Section 4.3(c)(i) and the applicable Program Agreements with the Program Implementer and the Financial Institution, and shall in no event require any review or approval of the Steering Committee or any subcommittee thereof, but are subject to audit by the Program Auditor. ARTICLE 7 RELEASE, COVENANT NOT TO SUE, INSURANCE AND INDEMNIFICATION 7.1. Release and Waiver. (a) Each Party, on its own behalf, and on behalf of its successors, assigns, direct and indirect subsidiaries and Affiliates (collectively, “Related Entities”), does hereby irrevocably, unconditionally, voluntarily, knowingly, fully, finally, completely, and forever waive and disclaim, and release and discharge: (i) SCE, and each of its direct and indirect subsidiaries, Affiliates, divisions, successors, assigns and predecessors and each of its and their direct and indirect Representatives, successors, and assigns, individually and collectively (each, a “SCE Released Party” and collectively, the “SCE Released Parties”), from, against and with respect to, any and all Claims that such Party or its Related Entities ever had or now has, or may hereafter have or acquire, against any of the Released Parties by reason of any and all acts, omissions, events, circumstances or facts existing or hereafter occurring that, directly or indirectly, arise out of, result from, relate to, or are otherwise connected with or involving SCE’s performance or non-performance in its role, capacity or status as Program Administrator, or its actions or inactions as Program Administrator or with respect to the administration, management or oversight of the CFR Program, including, without limitation, the RFP/RFI processes, the selection of the Implementers, the performance or non-performance of any Implementer, and any management or oversight of the Implementers (“SCE Released Claims”); provided that in no event shall SCE Released Claims include or be deemed to include Claims arising from the SCE Released Party’s own fraud, willful injury to the person or property of another, or violation of law whether willful or negligent, or otherwise against public policy pursuant to California Civil Code Section 1668; and 4.b Packet Pg. 76 43425759.3 37 (ii) each Member, each Alternate and each EDU that appoints or employs such Member or Alternate, individually and collectively (each, a “Steering Committee Released Party” and collectively, the “Steering Committee Released Parties”), from, against and with respect to, any and all Claims that such Party or its Related Entities ever had or now has, or may hereafter have or acquire, against any of the Released Parties by reason of any and all acts, omissions, events, circumstances or facts existing or hereafter occurring that, directly or indirectly, arise out of, result from, relate to, or are otherwise connected with or involving such Member’s or Alternate’s performance or non-performance in his or her role, capacity or status as a Member or Alternate, or his or her actions or inactions as a Member or Alternate on the Steering Committee or with respect to the Steering Committee’s administration, management or oversight of the CFR Program, including, without limitation, the RFP/RFI processes, the selection of the Implementers, the performance or non-performance of any Implementer, and any management or oversight of the Implementers (“Steering Committee Released Claims”); provided that in no event shall Steering Committee Released Claims include or be deemed to include Claims arising from the Steering Committee Released Party’s own fraud, willful injury to the person or property of another, or violation of law whether willful or negligent, or otherwise against public policy pursuant to California Civil Code Section 1668. (b) Each Party, itself and for its Related Entities, expressly acknowledges and agrees that it has executed and delivered this Agreement with the intention that the release and waiver set forth in this Section 7.1 (the “Release”) be a general release and waiver to the full extent provided herein. Each Party, itself and for its Related Entities, expressly acknowledges and agrees that that there is a possibility that subsequent to the execution of this Agreement, it will discover facts or incur or suffer Claims specifically related to Released Claims which were unknown or unsuspected at the time this Agreement was executed, and which if known by it at that time may have materially affected its decision to execute this Agreement or to grant the Release provided for herein. Each Party, itself and for its Related Entities, expressly acknowledges and agrees that it has by reason of this Agreement, and the Release contained herein, it is assuming any risk of such unknown facts and such unknown and unsuspected Released Claims. Each Party, itself and for its Related Entities, expressly acknowledges and agrees that it has been advised of, and does hereby specifically and expressly waive and release all rights under, the provisions of Section 1542 of the Civil Code of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” Notwithstanding any such provisions or similar laws, this Agreement shall constitute a full release of Released Claims in accordance with its terms. Each Party, itself and for its Related Entities, knowingly and voluntarily waives the provisions of Section 1542 and any other such statutes, laws, or rules of similar effect, and acknowledges and agrees that this waiver is an essential and material term of this Agreement and was separately bargained for, and without such waiver (i) SCE would not have agreed to serve as Program Administrator and would not have entered into this Agreement, and (ii) each Member and each Alternate would not have agreed to 4.b Packet Pg. 77 43425759.3 38 serve as a Member or Alternate, as the case may be, on the Steering Committee. Each Party, itself and for its Related Entities, hereby represents that it has been advised by its legal counsel, and that it understands and acknowledges the significance and consequence of the Release set forth herein and of this waiver of Section 1542 and any other such statutes, laws, or rules of similar effect. 7.2. Covenant Not To Sue. Each Party, on its own behalf and on behalf of each of its Related Entities, irrevocably covenants and agrees never to sue, commence or prosecute any action or other proceeding against, or make any Claim or demand upon any Released Party, directly or indirectly, in respect of any of the Claims or matters waived, disclaimed, released or discharged in respect of such Released Party pursuant to Section 7.1 above, or in respect of any of the Claims or matters purported to be waived, disclaimed, released or discharged in respect of such Released Party pursuant to Section 7.1 above notwithstanding the failure of any court or arbitrator of competent jurisdiction to enforce or validate any provision thereof. 7.3. Effect of Release and Covenant Not to Sue. (a) Enforcement. Each of the Release set forth in Section 7.1 and the covenant not to sue set forth in Section 7.2 (the “Covenant Not to Sue”) may be pleaded by any of the Released Parties as a full and complete defense and may be used as the basis for an injunction against any action at law or equity instituted or maintained against any of them in violation hereof. (b) Complete Release. Each Party hereby warrants and represents that there are no additional entities or persons affiliated with such Party that are necessary to effectuate the release and extinguishment contemplated herein and this Agreement (including, without limitation, the Release and the Covenant Not to Sue set forth herein) constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing specific performance, injunctive relief or other equitable remedies. Each Party hereby warrants and represents that such Party has not heretofore assigned, subrogated or transferred, or purported to assign, subrogate, or transfer to any Person whatsoever any Released Claim. Each Party hereby agrees to indemnify, defend, and hold harmless each Released Party from any such assignment, subrogation, or transfer of Released Claims. (c) Knowledge and Investigation Of Release/Covenant Not to Sue. Each Party granting the Release and making the Covenant Not to Sue has made such investigation of the facts pertaining to the Release and the Covenant Not to Sue, and all of the matters pertaining thereto, as such Party deems necessary. In agreeing to the Release and the Covenant Not to Sue, each such Party assumes, on its own behalf and on behalf of each of its Related Entities, the risk of any mistake. Should any such Party subsequently discover that such Party’s understanding of the facts or of the law in agreeing to such Release and Covenant Not to Sue was incorrect, such Party (and its Related Entities) will not be entitled to any relief in connection therewith. Without limiting the generality of the foregoing, each Party surrenders any alleged right or Claim to set aside or rescind the Release or the Covenant Not to Sue on any ground whatsoever. Each of the 4.b Packet Pg. 78 43425759.3 39 Release and the Covenant Not to Sue is intended to be and is final and binding upon each Party and its Related Entities. (d) Newly Discovered Facts Or Claims. Each Party is aware that such Party may hereafter discover claims or facts in addition to or different from those such Party now knows or believes to be true with respect to the matters related herein. Nevertheless, it is each Party’s intention to fully, finally, and forever waive, disclaim, settle and release all such matters covered by the Release or Covenant Not to Sue, and all Released Claims relative thereto, which now exist, heretofore have existed, or arise in the future between any Party or any Party’s Related Entities, on the one hand, and any Released Party, on the other hand. In furtherance of such intention, the waivers, disclaimers and releases given herein will remain in effect as full and complete waivers, disclaimers and releases of all such matters notwithstanding the discovery or existence of any additional or different claims or facts related thereto. (e) Full Knowledge; Independent Legal Advice. Each Party hereby warrants and represents that, in executing this Agreement, such Party does so with full knowledge of any and all rights that such Party may have with respect to the matters set forth herein and the Released Claims, and that such Party has received independent legal advice with respect to the matters set forth herein and the Released Claims and with respect to the rights and asserted rights arising out of such matters. (f) Binding Effect. Each of the Release and the Covenant Not to Sue is binding upon each Party and all of its Related Entities and will inure to the benefit of each of the Released Parties. 7.4. Insurance. To the extent commercially available, SCE shall procure and purchase, as an Administrative Expense using Program Funds, one or more insurance policies (each a “Policy”) to cover any and all Claims pertaining to SCE’s administration of the CFR Program, the Steering Committee’s administration of the CFR Program and any administrative activities and, to the extent possible, Claims pertaining to the CFR Program itself and Claims against any Participating EDU arising from or in connection with the CFR Program. In addition to or in lieu of any such insurance policy, SCE may also procure and purchase, as an Administrative Expense using Program Funds, one or more performance bonds to cover its obligations under any Program Agreement (each, a “Bond”). SCE shall have the authority to select, purchase, maintain and replace, as the case may be, any such Policy or Bond and to make any and all decisions with respect thereto including, without limitation, the providers, nature, amounts, and other terms and conditions thereof; provided that if SCE is presented with more than one quotation for any such Policy or Bond from different providers prior to purchasing such a Policy or Bond, it shall present such quotations to the Steering Committee for review and approval in accordance with the provisions of Section 4.1(c). Notwithstanding the foregoing, in no event shall SCE or any other Released Party be liable or responsible to any Party or Person for any failure to obtain, approve or maintain any such Policy or Bond, and the lack of any such Policy or Bond shall in no event affect the right to indemnification of any Indemnified Person under the indemnification provisions contained herein, including the right to be reimbursed or advanced expenses or otherwise indemnified for Claims hereunder. If any Indemnified Person recovers any 4.b Packet Pg. 79 43425759.3 40 amounts in respect of any Claim from any insurance coverage, then such Indemnified Person shall, to the extent that such recovery is duplicative of amounts with respect to such Claim received under the provisions of Section 7.5(c) below, reimburse the applicable Parties (on a pro rata basis) for any amounts previously paid to such Indemnified Person by such Parties in respect of such Claim. 7.5. Indemnification. (a) Indemnified Claims. (i) In the event that any Claims are made against or otherwise incurred or suffered by SCE or any other SCE Released Party (SCE and the other SCE Released Parties also being referred to herein collectively as, the “SCE Indemnified Persons”, each an “SCE Indemnified Person”) at any time that, directly or indirectly, arise out of, result from, relate to, or are otherwise connected with or involving SCE’s role, capacity or status as Program Administrator, SCE’s actions or inactions as Program Administrator or with respect to the administration, management or oversight of the CFR Program, the solicitation or RFP/RFI processes, or any Program Agreement (each, an “SCE Indemnified Claim”), each SCE Indemnified Person shall be entitled to reimbursement, advancement of expenses, defense, protection, and payment from Program Funds for any such SCE Indemnified Claim. (ii) In the event that any Claims are made against or otherwise incurred or suffered by any Member, any Alternate or any other Steering Committee Released Party (the Members, Alternates and the other Steering Committee Released Parties also being referred to herein collectively as, the “Steering Committee Indemnified Persons”, each a “Steering Committee Indemnified Person”) at any time that, directly or indirectly, arise out of, result from, relate to, or are otherwise connected with or involving such Member’s or Alternate’s role, capacity or status as a Member or Alternate on the Steering Committee, or such Member’s or Alternate’s actions or inactions as a Member or Alternate on the Steering Committee, or with respect to the Steering Committee’s administration, management or oversight of the CFR Program, the solicitation or RFP/RFI processes, or the Steering Committee’s approval (or disapproval) of any Program Agreement (each, a “Steering Committee Indemnified Claim”), each Steering Committee Indemnified Person shall be entitled to reimbursement, advancement of expenses, defense, protection, and payment from Program Funds for any such Steering Committee Indemnified Claim. (b) Payment of Indemnified Claims. (i) As a first resort, payment for any Indemnified Claim will come from any Policy or Bond that may be then in effect and available to cover such Indemnified Claim. (ii) To the extent that any Indemnified Claim, or any portion thereof, is not covered by any Policy or Bond that is then in effect and available, or to the extent the amounts available and obtained therefrom are insufficient to fully cover and satisfy the entire amount of such Indemnified Claim, then any and all Program Funds shall be used to pay and satisfy the Indemnified Claim and all amounts associated therewith in the following order of 4.b Packet Pg. 80 43425759.3 41 priority (and, for the avoidance of doubt, no Percentage Target limitation that may otherwise be applicable as set forth in Section 5.2 shall apply), (A) if there is a Program Funds Account, (x) first, all amounts held in such Program Funds Account (other than the Reserve Amounts), and (y) second, the Reserve Amounts, and (B) if there is no Program Funds Account, (x) first, all amounts held in the Disbursement Account, (y) second, all amounts held in any and all Deposit Accounts (other than the Reserve Amounts), and (z) third, the Reserve Amounts. (iii) In the event that existing Program Funds are insufficient to fully cover and satisfy the entire amount of any such Indemnified Claim, then each Party (including, for the avoidance of doubt, SCE in its capacity as a Participating EDU) shall, on a pro rata basis according to the respective Contribution Percentages (as defined in Section 1.1) of the Parties at such time, promptly deposit into its respective EDU Contribution Account such amounts of (A) additional LCFS Credit Revenue held by such Party in excess of its Required Percentage of LCFS Credit Revenue required to be contributed by such Party to Program Funds pursuant to Section 5.4 (“Holdback Funds”), and (B) revenue from the sale of any other credits issued by CARB pursuant to the LCFS Regulation (“LCFS Non-Base Credit Revenue”), up to an amount equal to the aggregate sum of all Holdback Funds and LCFS Non-Base Credit Revenue then held by such Party along with any and all future LCFS Credit Revenue received by such Party from the sale(s) of LCFS Base Credits (including all future Holdback Funds and not limited to such Party’s Required Percentage of its LCFS Credit Revenue) and any and all future LCFS Non-Base Credit Revenue received by such Party from the sale(s) of such other LCFS credits issued by CARB, until each such Indemnified Claim and all amounts associated therewith have been paid and satisfied in full. In the event that the total amount of any Party’s LCFS Non-Base Credit Revenue contributed with respect to any Indemnified Claim is insufficient to cover its respective Contribution Percentage of the amount of any such Indemnified Claim (each such Party, a “Shortfall Party”), each Party that is required to contribute aggregate Holdback Funds or LCFS Non-Base Credit Revenue pursuant to the preceding sentence or pursuant to the provisions of Section 7.5(c) below that is in excess of its respective Contribution Percentage of the amount of any such Indemnified Claim (each such Party, an “Excess Party”), shall be entitled to be reimbursed by each Shortfall Party, on a pro rata basis in proportion to its respective share of such excess contributions of Holdback Funds and LCFS Non-Base Credit Revenues made by all Excess Parties, and the Steering Committee (with oversight from CARB and, with respect to the IOUs only, the CPUC) shall determine the appropriate timing, manner and amounts of such reimbursements (including an appropriate interest factor to take into account the time value of money) required to be made by any Shortfall Party to any Excess Party, and each Party shall comply with the instructions of the Steering Committee with respect thereto. (c) Shortfall Indemnity. Solely in the event that the amount of any Indemnified Claim has not been fully and finally satisfied pursuant to the provisions of Section 7.5(b), and the amounts available to pay such Indemnified Claim under Section 7.5(b) are insufficient or exhausted, all of the Parties (including, for the avoidance of doubt, SCE in its capacity as a Participating EDU), on a pro rata basis according to their respective Contribution Percentages, shall indemnify, defend, and hold each Indemnified Person harmless from and against any such Indemnified Claim that has been made, brought or asserted against any Indemnified Person by any other Person, except to the extent that such Indemnified Claim arises out of such Indemnified Person’s gross negligence or reckless or willful misconduct, as determined by a final arbitration award or final judgment or judicial decree issued by an 4.b Packet Pg. 81 43425759.3 42 arbitrator or court of competent jurisdiction. The Parties acknowledge and agree that the obligations of any POU to make such payments under this Section 7.5(c) constitute an expense of the POU payable from its electric revenue fund. 7.6. Maximum Liability. (a) IN ADDITION TO, AND WITHOUT ANY LIMITATION (EXPRESS OR IMPLIED) ON THE FOREGOING PROVISIONS OF THIS ARTICLE 7, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SCE AND THE OTHER SCE RELEASED PARTIES WITH RESPECT TO ANY AND ALL CLAIMS DESCRIBED IN SECTION 7.1 OR SECTION 7.2 ABOVE, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIVE THOUSAND DOLLARS ($5,000.00) TO ANY PARTY AND ITS RELATED ENTITIES OR FIFTY THOUSAND DOLLARS ($50,000) IN THE AGGREGATE TO ALL PARTIES (AND THEIR RESPECTIVE RELATED ENTITIES) FOR ANY AND ALL SUCH CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, THIS SECTION 7.6(a) DOES NOT APPLY TO ANY LIABILITY THAT SCE MAY HAVE UNDER SECTION 7.5(b) OR SECTION 7.5(c) IN ITS CAPACITY AS A PARTICIPATING EDU. (b) IN ADDITION TO, AND WITHOUT ANY LIMITATION (EXPRESS OR IMPLIED) ON THE FOREGOING PROVISIONS OF THIS ARTICLE 7, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ANY MEMBER OR ANY ALTERNATE (OR THEIR RESPECTIVE RELATED STEERING COMMITTEE RELEASED PARTIES) WITH RESPECT TO ANY AND ALL CLAIMS DESCRIBED IN SECTION 7.1 OR SECTION 7.2 ABOVE WITH RESPECT TO SUCH STEERING COMMITTEE RELEASED PARTIES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED FIVE THOUSAND DOLLARS ($5,000.00) TO ANY PARTY AND ITS RELATED ENTITIES OR FIFTY THOUSAND DOLLARS ($50,000) IN THE AGGREGATE TO ALL PARTIES (AND THEIR RESPECTIVE RELATED ENTITIES) FOR ANY AND ALL SUCH CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT. FOR THE AVOIDANCE OF DOUBT, THIS SECTION 7.6(b) DOES NOT APPLY TO ANY LIABILITY THAT ANY STEERING COMMITTEE RELEASED PARTY MAY HAVE UNDER SECTION 7.5(b) OR SECTION 7.5(c) IN ITS CAPACITY AS A PARTICIPATING EDU. 7.7. Savings. If this ARTICLE 7 or any portion hereof shall be invalidated on any ground by any arbitrator or court of competent jurisdiction, then the Parties shall nevertheless release and covenant not to sue each Released Party pursuant to Sections 7.1 through 7.3, and the Parties shall nevertheless indemnify, defend and hold harmless each Indemnified Person pursuant to Section 7.5(c), in each case to the fullest extent permitted by any applicable portion of this ARTICLE 7 that shall not have been invalidated and to the fullest extent permitted by applicable law. 7.8. New Program Administrator; Amendment. 4.b Packet Pg. 82 43425759.3 43 (a) In the event that a new Program Administrator that is a Participating EDU is appointed to replace or succeed SCE following the date of expiration or termination of SCE’s appointment as Program Administrator in accordance with the provisions of Section 3.1(b), then unless the Steering Committee otherwise determines and the Parties amend this Section 7.8(a) in connection with the replacement administrative and governance structure for the CFR Program that is implemented at such time in accordance with the provisions of 3.1(c), any such replacement or successor Program Administrator to SCE that is a Participating EDU shall receive and be entitled to the same rights and protections as are provided to SCE under this ARTICLE 7 and on the same terms and conditions as are applicable to SCE hereunder. For the avoidance of doubt, in the event that a Third Party Program Administrator replaces or succeeds SCE or any other Participating EDU as Program Administrator, any such Third Party Program Administrator shall not be entitled hereunder to any of the rights or protections that are provided to SCE (or to any other Released Party or Indemnified Person) under this ARTICLE 7. (b) The provisions of this ARTICLE 7 shall be a contract among all of the Parties, on the one hand, and each Program Administrator (and the other Released Parties and Indemnified Persons with respect to such Program Administrator) who served in such capacity, in each case other any Third Party Program Administrator, at any time while this ARTICLE 7 is in effect, on the other hand, pursuant to which each of the Parties and each such Program Administrator, Released Party, and Indemnified Person intend to be legally bound. No amendment, modification, or repeal of this ARTICLE 7 that adversely affects the rights of any former, current or future Program Administrator (excluding any Third Party Program Administrator), Released Party or Indemnified Person to waiver, disclaimer, discharge, release, or the covenant not sue with respect to any or all Released Claims, or to indemnification and defense for and protection from any or all Indemnified Claims, incurred or relating to a state of facts existing, or to any Program Administrator’s service, status or capacity as Program Administrator (excluding any Third Party Program Administrator), prior to such amendment, modification, or repeal shall apply in such a way as to eliminate or reduce such Program Administrator’s (and the other Released Parties’ and Indemnified Persons’ with respect to such Program Administrator) entitlement to waiver, disclaimer, discharge, release, or the covenant not sue with respect to any or all such Released Claims, or to indemnification and defense for and protection from any or all such Indemnified Claims, or to any other rights or privileges under this ARTICLE 7, in each case without such Program Administrator’s or former Program Administrator’s (but excluding any Third Party Program Administrator) prior written consent. 7.9. Survival. The provisions of this ARTICLE 7 shall survive and continue to apply and bind each Party (including each former, current and future Party) hereto in perpetuity notwithstanding any termination of this Agreement, any termination of the CFR Program, or any withdrawal of any Party from this Agreement or the CFR Program; provided, however, that the provisions of Section 7.5(c) shall terminate on the date (the “Shortfall Indemnity Termination Date”) that is ninety (90) days after the latest to occur of (i) the fourth anniversary of the date of termination of this Agreement, (ii) the fourth anniversary of the date of termination of the CFR Program, and (iii) the expiration of the longest federal, state, local or foreign statute of limitations (including extensions thereof) applicable to any Indemnified Claim (or, if written notice of such 4.b Packet Pg. 83 43425759.3 44 Indemnified Claim shall have been given prior to such date, indefinitely until such Indemnified Claim is finally resolved and paid in full). ARTICLE 8 PROGRAM MATERIALS; PUBLIC ANNOUNCEMENTS 8.1. Ownership of Program Materials The Parties hereby acknowledge and agree that, because the CFR Program is a CARB program created by the LCFS Regulation, any and all intellectual property rights (including any copyright, trademark, service mark, and patent rights) in and to any materials, webpages, software, databases, project data, documentation, reports, logos, works of authorship, other works, or other intellectual property materials developed, created, produced or invented in the performance of the CFR Program, by any Implementer, whether solely or jointly with any other Implementer or with any employees, contractors, or agents of any Party in connection with the CFR Program (collectively, “Program Material”), will be assigned to CARB; provided that in no event shall Program Material (or any assignment thereof) include, or be deemed to include, any Party’s proprietary intellectual property or confidential information that may be incorporated into or included in any Program Material. All Program Agreements shall (a) contain or require the delivery of such an assignment by the Implementer to CARB of all intellectual property rights in any and all Program Material developed, created, produced or invented thereunder, and (b) require that the Implementer deliver to CARB or its designee all Program Material in its possession upon any termination of the applicable Program Agreement with such Implementer, and provide all reasonable and necessary assistance to CARB or its designee as needed to ensure a smooth transition to a new Implementer, in each case in a form approved by the Steering Committee. It is the Parties’ intention that rebate access and redemption be seamless to ZEV purchasers and lessees during the term of the CFR Program. 8.2. Public Announcements The Steering Committee or its designee(s) will approve the content and timing of any and all joint press releases or announcements regarding the CFR Program on behalf of all Participating EDUs, and all Participating EDUs shall be required to sign on to such joint press releases and announcements in the time and manner so approved by the Steering Committee or its designee. No Party may issue any other press release or announcement regarding this Agreement, any Program Agreement, the CFR Program, or any Program Material unless (i) such press release is issued jointly by the Participating EDUs in the form approved by the Steering Committee or its designee (including any subcommittee established for such purpose or the applicable Program Implementer) in accordance with the immediately preceding sentence, or (ii) before the release of the press release such Party furnishes the other Parties with a copy of such press release, and (A) obtains the prior written approval of the Steering Committee or such designee of such press release, or (B) the press release by such Party complies and is in strict accordance with the terms, conditions and substance of a pre-approved form of such press release that has already been approved by the Steering Committee or such designee for purposes of issuances of such press release(s) by any Party; provided that, notwithstanding any failure to obtain such approval, no Party is prohibited from issuing or making any press release or other announcement or notification if it is necessary to do so in order to comply with applicable laws, 4.b Packet Pg. 84 43425759.3 45 legal or regulatory proceedings or the rules and regulations of any stock exchange having jurisdiction over such Party. ARTICLE 9 PROGRAM TERM; TERMINATION; WITHDRAWAL 9.1. Term (a) Term. This Agreement will be effective as of the Effective Date and will remain in effect until the earlier to occur of (i) CARB’s termination of the CARB-authorized and endorsed CFR Program, or (ii) the unanimous approval of the termination of this Agreement by all Members of the Steering Committee. (b) Effect of Termination. Notwithstanding any expiration or termination of this Agreement, the provisions of ARTICLE 1, Section 4.3, ARTICLE 7, ARTICLE 8, this ARTICLE 9, and ARTICLE 10 shall survive any such expiration or termination and shall remain in full force and effect and each Party and each former Party shall continue to be obligated and bound thereafter by the provisions thereof. Any Program Funds shall remain in the respective Accounts in which they are held at the time of such termination and shall be used thereafter in order to pay for any Administrative Expenses, Reward Amount payment reimbursements, Indemnified Claims, or other expenses and liabilities (contingent or otherwise) of the CFR Program or with respect to its administration that exist as of or arise following the date of termination (collectively, “Remaining Liabilities”). After the payment and satisfaction of all Remaining Liabilities, and in no event before the occurrence of the Shortfall Indemnity Termination Date, but in all events subject to the requirements of the LCFS Regulation, any remaining Program Funds shall be distributed in the following manner and order of priority: (i) To the extent that any payments have been made pursuant to the provisions of Section 7.5(c) at any time prior to the Shortfall Indemnity Termination Date (“Shortfall Payments”), any remaining Program Funds shall first be distributed to the Parties that made such Shortfall Payments on a pro rata basis in proportion to each such Party’s respective percentage of the aggregate total amount of all Shortfall Payments made by all of the Parties, in each case until each such Party has received the total amount of such Party’s Shortfall Payments returned to it in full (without interest); (ii) After satisfaction in full of any amounts payable under Section 9.1(b)(i) above, to the extent that any payments have been made pursuant to the provisions of Section 7.5(b)(iii) at any time prior to the Shortfall Indemnity Termination Date (“Additional LCFS Revenue Payments”), any remaining Program Funds shall next be distributed to the Parties that made such Additional LCFS Revenue Payments on a pro rata basis in proportion to each such Party’s respective percentage of the aggregate total amount of all Additional LCFS Revenue Payments made by all of the Parties, in each case until each such Party has received the total amount of such Party’s Additional LCFS Revenue Payments returned to it in full (without interest); and (iii) After satisfaction in full of any amounts payable under Section 9.1(b)(i) and 9.1(b)(ii) above, all remaining Program Funds shall be distributed in the manner 4.b Packet Pg. 85 43425759.3 46 required by the LCFS Regulation or, if no such manner is specified, to the Parties on a pro rata basis in proportion to each such Party’s respective percentage of the aggregate total amount of all EDU Contributions made by all Parties during the term of the CFR Program. (c) LADWP Term. Notwithstanding the provisions of Section 9.1(a) above, the term of LADWP’s participation as a Participating EDU under this Agreement shall commence on the Effective Date and terminate on the earlier to occur of (x) the fifth anniversary of the Effective Date unless, not less than ninety (90) days prior to such fifth anniversary, LADWP delivers written notice to the Program Administrator and the Steering Committee that LADWP elects not to terminate its participation as a Participating EDU under this Agreement on the date of such fifth anniversary, or (y) the date on which LADWP withdraws as a Party pursuant to the provisions of Section 9.2 below or is removed as a Party pursuant to the provisions of Section 9.3 below. 9.2. Withdrawal by a Party (a) Withdrawal by a Party. Any Party may cancel its participation in this Agreement and withdraw as a Party hereunder with or without cause, upon (i) such Party’s compliance with any procedures and requirements set forth in the LCFS Regulation governing such Party’s withdrawal from the CFR Program and this Agreement, and such Party’s delivery of advanced written notice to CARB, the Program Administrator and the Members of such Party’s intent to withdraw as a Party (a “Withdrawal Notice”), which advance written notice must be delivered within the timeframe set forth in the LCFS Regulation or, if none is provided, not less than ninety (90) calendar days prior to the Party’s intended date of withdrawal; and (ii) such Party’s satisfaction of the following conditions to such withdrawal: (A) Within ten (10) days of the date of its Withdrawal Notice, such Party must deposit into its EDU Contribution Account the Required Percentage of any LCFS Credit Revenue held by such Party; (B) Within the timeframe required for such Party to sell its Earmarked Credits and contribute the Required Percentage of the LCFS Credit Revenue generated therefrom into to its EDU Contribution Account pursuant to the provisions of Section 5.4, or such shorter timeframe as may be required by the LCFS Regulation, such Party must sell any remaining Earmarked Credits received or held by such Party and deposit into its EDU Contribution Account the Required Percentage of any LCFS Credit Revenue received by such Party from such sale(s) of LCFS Base Credits; and (C) Immediately following the date of its Withdrawal Notice or, if later, the date on which the Program Administrator delivers to such Party a notice of an Indemnified Claim under Sections 7.5(b)(iii) or 7.5(c), such Party shall deposit into its EDU Contribution Account the additional amount of LCFS Credit Revenue demanded from such Party in any outstanding notice of Indemnified Claim delivered to such Party by the Program Administrator. (b) Effect of Withdrawal. Following any withdrawal or attempted withdrawal by any Party from this Agreement, the provisions of ARTICLE 1, Section 4.3, ARTICLE 7, 4.b Packet Pg. 86 43425759.3 47 ARTICLE 8, this ARTICLE 9, and ARTICLE 10 shall survive, remain in full force and effect, and continue to apply to such Party, and such Party shall continue to be obligated and bound by the provisions thereof at all times thereafter. Following a Party’s delivery of a Withdrawal Notice, such Party shall promptly complete and satisfy in full any procedures, requirements or other conditions for such Party’s withdrawal from the CFR Program or this Agreement as are set forth in the LCFS Regulation. In addition, following any Party’s delivery of a Withdrawal Notice, the Program Administrator may thereafter instruct the Financial Institution to transfer any and all amounts held in such Party’s Individual Deposit Account at such time or at any time thereafter into the Disbursement Account (or any Collective Deposit Account) on a priority basis at any time, and from time to time, thereafter, notwithstanding such Party’s respective pro rata share of any outstanding Reward Amount payment reimbursements or Administrative Expenses. Notwithstanding the foregoing provisions of this Section 9.2(b), following the second anniversary of the date of a Party’s valid withdrawal as a Party to this Agreement in accordance with the requirements set forth in this Section 9.2, and subject to such former Party’s continued compliance with its obligations hereunder following such withdrawal, such former Party’s obligations under Sections 7.5(b)(iii), 7.5(c) or 9.2(a)(C) shall no longer apply with respect to any Indemnified Claim that arises solely from activities, omissions, events or circumstances occurring following such second anniversary. 9.3. Removal of a Party (a) Post-Breach Removal. Any Party may be removed as a Party under this Agreement if, following notice by the Program Administrator, upon the agreement and concurrence of the Steering Committee, of such Party’s material breach of such Party’s obligations under this Agreement (including any failure by such Party to make any of its Required EDU Contributions in strict accordance with the requirements of this Agreement), such Party does not cure such breach to the satisfaction of the Steering Committee within thirty (30) days of the date of such notice of breach and the Steering Committee thereafter votes to remove such Party as a Party under this Agreement (“Removal Vote”). Following the occurrence of a Removal Vote with respect to a Party, such Party shall immediately be removed as a Party from this Agreement, and shall further be required to act as follows (provided that such action is consistent with the LCFS Regulation as in effect at such time): (i) Within three (3) days of the date of the Removal Vote, such Party must deposit into its EDU Contribution Account all LCFS Credit Revenue held by such Party; and (ii) Within ten (10) days of the date of the Removal Vote, such Party must sell any remaining LCFS Base Credits received or held by such Party and deposit into its EDU Contribution Account all of the LCFS Credit Revenue received by such Party from such sale(s) of LCFS Base Credits. (b) Effect of Removal. Following any Removal Vote with respect to any Party, the provisions of ARTICLE 1, Section 4.3, ARTICLE 7, ARTICLE 8, this ARTICLE 9, and ARTICLE 10 shall survive, remain in full force and effect, and continue to apply to such Party, and such Party shall continue to be obligated and bound by the provisions thereof at all times thereafter. Following the Removal Vote, such Party shall forfeit any and all rights to 4.b Packet Pg. 87 43425759.3 48 receive any LCFS Base Credits and shall no longer receive any LCFS Base Credits from CARB, and such Party’s forfeited LCFS Base Credits it would have otherwise received thereafter had it not been removed as a Party shall be allocated to the other remaining Participating EDUs pro rata, in each case in accordance with the provisions of the LCFS Regulation. In addition, following the Party’s removal, the Program Administrator may thereafter instruct the Financial Institution to transfer any and all amounts held in such Party’s Individual Deposit Account at such time or at any time thereafter into the Disbursement Account (or any Collective Deposit Account) on a priority basis at any time, and from time to time, thereafter, notwithstanding such Party’s respective pro rata share of any outstanding Reward Amount payment reimbursements or Administrative Expenses. ARTICLE 10 MISCELLANEOUS 10.1. Governing Law; Waiver of Jury Trial. (a) The construction, validity, performance, and effect of this Agreement for all purposes will be governed by the laws of the State of California, without giving effect to otherwise applicable principles of conflicts of law that would give effect to the laws of another jurisdiction. (b) EACH PARTY (OTHER THAN A PARTY LISTED ON SCHEDULE 10.9(d)) HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY MATTERS RELATED TO THIS AGREEMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.1(b). 10.2. Use of Name or Endorsements. No Party will use the name or intellectual property of any other Party on or with regard to any product or service, which is directly or indirectly related to this Agreement, without the prior written approval of the affected Party or Parties. By entering into this Agreement no Party directly or indirectly endorses any product or service, of or by any Party, its successors or assignees. 10.3. Damages Limitation. EXCEPT FOR AMOUNTS PAYABLE UNDER SECTION 7.5(c), IN NO EVENT SHALL ANY PARTY OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO ANY OTHER PARTY OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE 4.b Packet Pg. 88 43425759.3 49 DAMAGES, INCLUDING ANY DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF USE, REVENUE OR PROFIT, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT THE LIABLE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. 10.4. Survival. Notwithstanding the expiration or termination of this Agreement, the Parties will continue to be bound by the provisions of this Agreement which, by their nature, will survive such expiration or termination as set forth in Section 9.1(b). 10.5. Headings. Titles and headings of the Sections and Subsections of this Agreement are for the convenience of reference only and do not form a part of this Agreement and will in no way affect the interpretation thereof. 10.6. Severability. In the event any one or more of the provisions of the Agreement shall for any reason be held or determined by any Governmental Authority (or any arbitrator appointed pursuant to Section 10.9(c)) to be invalid, illegal or unenforceable under any law, statute, regulation, order or decision of any Governmental Authority, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a provision, which, being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision. 10.7. Amendments. Neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than (a) with the prior written approval of (i) the Steering Committee, (ii) CARB, and (iii) to the extent required under applicable law or resolution, the CPUC, and (b) following receipt of the foregoing required approvals, by means of a written instrument referencing this Agreement and signed by (i) the Program Administrator and (ii) Parties with Members on the Steering Committee holding a majority of the aggregate voting percentages held by all Members; provided, however, that if any amendment, waiver, discharge or termination operates in a manner that treats any Party materially different from the other Parties, the consent of such Party shall also be required for such amendment, waiver, discharge or termination. Any such amendment, waiver, discharge or termination effected in accordance with this Section shall be binding upon each Party that has entered into this Agreement; provided, however, that any such amendment, waiver, discharge or termination of the terms of (A) ARTICLE 7, 8 or 9 or Sections 10.1, 10.3, 10.4, 10.7 or 10.9 that adversely affects the rights or obligations of any Participating EDU thereunder will not be binding on such Participating EDU without its consent thereto unless such amendment, waiver, discharge or termination (x) has been approved by the Steering Committee by the vote of Members (or of their respective Alternates or designated 4.b Packet Pg. 89 43425759.3 50 proxies therefor) holding an aggregate voting percentage of at least eighty percent (80%) of the aggregate voting percentage held by all Members, or (y) has been approved by the Steering Committee pursuant to the regular voting requirements set forth in Sections 3.3(i) and 3.3(j) in response to an order or request made by a Governmental Authority or in order to comply with a legal requirement, or (B) the provision of Section 4.1(c) setting forth the voting requirement for approval of each Program Implementer and the Program Auditor must be approved by the same approval vote of the Steering Committee set forth in such provision. 10.8. Assignment. Neither this Agreement nor any rights or obligations of any Party will be assigned or otherwise transferred by any Party without the prior written consent of the Steering Committee, except that assignment will be permitted in the event of merger, acquisition or change in control of any Party. 10.9. Dispute Resolution. Any dispute arising under or related to this Agreement shall be resolved exclusively as follows, with the costs of any mediation and arbitration to be shared equally by all Parties to such dispute: (a) Initial Resolution by Meeting. The Parties shall first attempt to resolve amicably the dispute by meeting with each other, by telephone or in person at a mutually convenient time and location, within thirty (30) days after written notice of a dispute is delivered from one Party to any other Party. Subsequent meetings may be held upon mutual agreement of the Parties to the dispute. (b) Mediation. If the dispute is not resolved within sixty (60) days of the first meeting, the Parties to the dispute shall submit the dispute to mediation by an organization or company specializing in providing neutral, third-party mediators. The mediation shall be conducted within sixty (60) days of the date the dispute is submitted to mediation, unless the Parties to the dispute mutually agree on a later date. (c) Arbitration. Any dispute that is not otherwise resolved by meeting or mediation shall, subject to the provisions of Section 10.9(d) below, be exclusively resolved by arbitration between the Parties to the dispute in accordance with the Comprehensive Arbitration Rules & Procedures of JAMS, with the arbitration to be conducted in Los Angeles, California, or another location mutually agreed by the Parties to the dispute. The results of such arbitration shall be binding on the Parties, and judgment may be entered in any court having jurisdiction. Notwithstanding the foregoing, any Party may seek interim injunctive relief from any court of competent jurisdiction. (d) Venue in Limited Circumstances. Solely in the event that LADWP, SMUD, or any other POU that is added to Schedule 10.9(d) after the Effective Date by approval of the Steering Committee after having documented to the satisfaction of the Steering Committee concurrently with executing and delivering such POU’s Joinder hereto that such POU is prohibited by (i) applicable law or (ii) written city or municipal policy that is binding on such POU and that has been in effect since before the Effective Date, from agreeing to participate in 4.b Packet Pg. 90 43425759.3 51 binding arbitration, is a necessary and non-severable party to the applicable dispute, then solely in such event shall such dispute not be resolved pursuant to binding arbitration as set forth in Section 10.9(c) above, but rather shall be submitted to the exclusive jurisdiction of the federal and state courts located in Los Angeles, California. Each Party hereby waives, and agrees not to assert in any such dispute, controversy or proceeding, in each case to the fullest extent permitted by applicable law, any claim that (a) such Party is not personally subject to the jurisdiction of such courts, (b) such Party and such Party’s property is immune from any legal process issued by such courts or (c) any Proceeding commenced in such courts is brought in an inconvenient forum. 10.10. No Third Party Beneficiaries. This Agreement will be binding upon and inure solely to the benefit of each Party hereto and their permitted successors and assigns, and, except as expressly set forth in ARTICLE 7, nothing in this Agreement, express or implied, is intended to or will confer upon any other Person that is not a Party to this Agreement (or a permitted successor or assign thereof) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 10.11. Independent Parties. For the purposes of this Agreement, the Parties are jointly funding the development of the CFR Program. The relationship of the Parties is that of independent parties and not as agents of each other or as joint venturers or partners. Nothing contained in this Agreement shall ever be construed to create an association, joint venture, trust or partnership, or impose a trust or partnership duty, obligation or liability on or with regard to any one or more of the Parties. Each Party shall be individually responsible for its own duties and obligations under this Agreement, and shall maintain sole and exclusive control over its respective personnel and operations. No Party or group of Parties shall be under the control of or shall be deemed to control any other Party or the Parties as a group. Except as expressly provided in this Agreement, no Party shall have a right or power to bind any other Party without its or their express written consent. 10.12. Counterparts. This Agreement may be executed in any number of identical counterparts, each of which shall be deemed to be an original, and all of which together shall be deemed to be one and the same instrument when each Party has signed one such counterpart. 10.13. Full Performance Required. Performance of any duty imposed on a Party by this Agreement is conditioned on each other Parties’ full performance of all duties imposed on this Agreement. 10.14. Notices. All notices, requests, consents, claims, demands, waivers, and other communications to a Party under this Agreement, or to any Member or Alternate of such Party on the Steering Committee, shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a 4.b Packet Pg. 91 43425759.3 52 nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the Party addressed to the individual(s) and at the address(es) for such Party specified on Schedule 10.14 hereto (or to such replacement individual(s) at such other address(es) for a Party as shall be specified in a notice given in accordance with this Section 10.14). The Steering Committee shall have the power and authority to amend Schedule 10.14 hereto to incorporate any such modifications made by a Party to its contact information in accordance with the provisions hereof and to add the contact information for each new Party to this Agreement following the Effective Date, but in the absence of the inclusion of a Party’s contact information on Schedule 10.14 hereto, then the contact information for such Party shall be the contact information for such Party set forth on its Joinder delivered when it became a Party to this Agreement. 10.15. Construction. This Agreement has been negotiated by the Parties, and their respective legal counsel, and legal or equitable principles that might require the construction of this Agreement or any provision hereof against the party drafting this Agreement will not apply in any construction or interpretation of this Agreement. The provisions of this Agreement will be interpreted in a reasonable manner to effect the intentions of the Parties and beneficiaries hereto and of this Agreement. 10.16. Time of Essence. With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence. 10.17. Specific Performance. Each of the Parties acknowledges and agrees that the other Parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached or violated. Accordingly, each of the Parties agrees that, without posting bond or other undertaking, the other Parties will be entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any claim, action, cause of action or suit (whether in contract or tort or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, arbitration, investigation, hearing, charge, complaint, demand, notice or proceeding to, from, by or before any Governmental Authority having jurisdiction over the Parties and the matter in addition to any other remedy to which it may be entitled, at law or in equity. Each Party hereto further agrees that, in the event of any action for specific performance in respect of such breach or violation, it will not assert the defense that a remedy at law would be adequate or that the consideration reflected in this Agreement was inadequate or that the terms of this Agreement were not just and reasonable. 4.b Packet Pg. 92 43425759.3 53 10.18. Legal Matters. SCE has retained its own outside legal counsel, Munger, Tolles & Olson LLP, in connection with the CFR Program, SCE’s intention to serve as the initial Program Administrator, and the drafting and negotiation of this Agreement, and SCE expects to retain additional legal counsel following approval thereof by the Steering Committee (collectively, including Munger, Tolles & Olson LLP, the “Law Firms”) following the execution of this Agreement in connection with SCE’s role as Program Administrator in administering, managing and overseeing the CFR Program. The Law Firms do not, have not and will not represent any Party other than SCE solely in its role as Program Administrator in connection with (i) the CFR Program or the formation thereof, (ii) the drafting and negotiation of this Agreement or any Program Agreement, (iii) the solicitation process or the operation, administration, management or oversight of the CFR Program, or (iv) any dispute which may arise between any Party or Person other than SCE, on the one hand, and the CFR Program, the Program Administrator, SCE or any other SCE Indemnified Person or SCE’s Steering Committee Indemnified Persons in connection with the CFR Program, on the other hand (each matter described in any of the foregoing clauses (i) through (iv), a “Program Legal Matter”). Each Party may, if it wishes to have counsel on a Program Legal Matter, retain its own independent counsel at its own expense with respect thereto. Each Party agrees that the Law Firms may represent one or more SCE Indemnified Persons, and/or one or more of SCE’s Steering Committee Indemnified Persons, in connection with any and all Program Legal Matters (including any dispute between the CFR Program, the Program Administrator, SCE or any other SCE Indemnified Person or SCE’s Steering Committee Indemnified Persons, on the one hand, and any Party (other than SCE), any other Steering Committee Indemnified Person or any other Person, on the other hand) and hereby waives any present or future conflict of interest with the Law Firms regarding Program Legal Matters arising by virtue of any representation or deemed representation of any Party or the CFR Program on account of the Law Firms’ representation of one or more SCE Indemnified Persons or SCE Steering Committee Indemnified Persons in connection with any Program Legal Matter; provided that each Law Firm shall be responsible for abiding by the Rules of Professional Conduct applicable to it and its attorneys in connection with any such representation including their duty to keep any client information received from any Party confidential and not disclose it to others and to ensure that appropriate ethical walls or other safeguards that are necessary for them to abide by such Rules of Professional Conduct are implemented. Amounts paid or payable by SCE to the Law Firms in connection with Program Legal Matters that arise or have risen during or prior to SCE’s service as Program Administrator, or that arise following SCE’s service as Program Administrator involving or otherwise relating to events or circumstances that occurred, in whole or in part, during SCE’s service as Program Administrator and that involve or otherwise relate to SCE’s role as Program Administrator, shall be reimbursed to SCE as Administrative Expenses. 10.19. Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior understanding or written or oral agreement relative to said matter. This Agreement and other related documents may be photocopied, scanned and stored on computer storage media (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence, and all computer records of the foregoing, if introduced as evidence, and all computer records of the foregoing, if introduced as evidence in any format, in 4.b Packet Pg. 93 43425759.3 54 any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. No Party shall object to the admissibility of the Imaged Agreement (in electronic, printed, or photocopied format) on the basis that the Agreement or other related documents were not originated or maintained in documentary or written form under either the hearsay rule or the best evidence rule. However, nothing in this Section shall preclude a Party from challenging the admissibility of that evidence on some other ground, without limitation, the basis that the evidence has been materially or substantially altered from the original. 10.20. Representations by the Parties. Each Party hereby represents and warrants to the Program Administrator and to each other Party that (a) it has the power and authority, and the legal right, to make, deliver and perform this Agreement and it has taken all necessary action to authorize the execution, delivery and performance of this Agreement, (b) other than the approvals of the CPUC set forth in the definition of Final CPUC Approval Date in Section 1.1(gg), which approvals have been requested but not yet received, no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person that has not been obtained, made or completed is required in connection with the execution, delivery and performance, validity or enforceability of this Agreement, (c) this Agreement has been duly and validly executed and delivered on behalf of such Party,(d) the execution, delivery and performance of this Agreement by such Party will not violate, conflict with, require consent under or result in any breach or default under (i) any of such Party’s organizational, governing or charter documents, (ii) any applicable law, or (iii) with or without notice or lapse of time or both, the provisions of any material contract or agreement to which such Party is a party or to which any of its material assets are bound, and (e) this Agreement constitutes a legal, valid and binding obligation of such Party enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. [THIS SPACE INTENTIONALLY LEFT BLANK] 4.b Packet Pg. 94 43425759.3 55 IN WITNESS WHEREOF, this Agreement has been duly executed on behalf of the Parties by their respective authorized officers (or respective designee) as of the year and dates first written above. Pacific Gas and Electric Company By: Name: Title: Address for Notice: ___________________________________ ___________________________________ Los Angeles Department of Water & Power By: Name: Title: Address for Notice: ___________________________________ ___________________________________ Southern California Edison Company By: Name: Title: Address for Notice: ___________________________________ ___________________________________ Approved as to Legal Form and Content (optional) By: Name: Title: Approved as to Legal Form and Content (optional) By: Name: Title: Approved as to Legal Form and Content (optional) By: Name: Title: 4.b Packet Pg. 95 43425759.3 56 San Diego Gas & Electric Company By: Name: Title: Address for Notice: ___________________________________ ___________________________________ Sacramento Municipal Utility District By: Name: Title: Address for Notice: ___________________________________ ___________________________________ Approved as to Legal Form and Content (optional) By: Name: Title: Approved as to Legal Form and Content (optional) By: Name: Title: 4.b Packet Pg. 96 43425759.3 SCHEDULE 1.1 NORTHERN EDUS AND SOUTHERN EDUS Northern EDUs Alameda Municipal Power City of Healdsburg Lodi Electric Utility City of Palo Alto City of Roseville Electric Utility Silicon Valley Power Truckee Donner Public Utilities District Turlock Irrigation District City of Ukiah Southern EDUs Anaheim Public Utilities Azusa Light and Water Burbank Water and Power Colton Electric Utility Glendale Water and Power Pasadena Water and Power Riverside Public Utilities 4.b Packet Pg. 97 43425759.3 SCHEDULE 3.4(a) ANTICIPATED ADVISORY COMMITTEE MEMBERSHIP Set forth below is a list of all of the individual stakeholders and/or stakeholder groups that the Parties anticipate will be invited to participate on the Advisory Committee. This list is not intended to be comprehensive and additional organizations may be invited by any Participating EDU and are free to attend. Information regarding how to participate on and join the Advisory Committee will be provided on the Program Implementer’s website for the CFR Program. EDUs PG&E, SCE, SDG&E, LADWP, SMUD, Silicon Valley Power, Glendale, Palo Alto, Anaheim Public Utilities, Pasadena, Burbank, Alameda, Riverside, Roseville, Turlock, Azusa, Healdsburg, Colton, Lodi, Truckee Donner, Ukiah Note: EDU representatives on the Advisory Committee are anticipated to be different individuals from the EDU representatives then serving on the Steering Committee as Members. California State Agencies Air Resources Board, Public Utilities Commission - Energy Division, Governor’s Office Public Advocacy Organizations Public Advocates Office, The Utility Reform Network ZEV Manufacturers Tesla, Honda, BMW, Nissan, Toyota, Volvo, Hyundai, Jaguar, MINI Mercedes, Volkswagen, Honda, General Motors, Ford Community Organizations Plug-in America, Greenlining Institute Industry Groups Dealerships/Dealership Associations Charging Station Providers (ChargePoint, Greenlots, EVGo, Electrify America, EVConnect), CALSTART, CALETC, CMUA, NCPA, SCPPA Environmental NGOs National Resources Defense Council, Environmental Defense Fund, Union of Concerned Scientists, Sierra Club 4.b Packet Pg. 98 43425759.3 SCHEDULE 10.9(d) POUs WHOSE DISPUTES SHALL BE RESOLVED PURSUANT TO SECTION 10.9(d) RATHER THAN SECTION 10.9(c) LADWP SMUD 4.b Packet Pg. 99 43425759.3 SCHEDULE 10.14 PARTY NOTICE INFORMATION (INCLUDING, IF APPLICABLE, SUCH PARTY’S STEERING COMMITTEE MEMBER) PG&E: Pacific Gas & Electric Company 77 Beale Street – B9F San Francisco, CA 94105 Attn: Suncheth Bhat, Director, Clean Energy Transportation Email: Suncheth.bhat@pge.com And to: Pacific Gas & Electric Company 77 Beale Street – B9F San Francisco, CA 94105 Attn: Chris Warner, Chief Counsel Email: Chris.Warner@pge.com PG&E Steering Committee Member: Suncheth Bhat SCE: Southern California Edison 1515 Walnut Grove Avenue, 4th Floor Rosemead, CA 91770 Attn: Katie Sloan, Director, eMobility Email: katie.sloan@sce.com And to: Southern California Edison 2244 Walnut Grove Avenue Rosemead, CA 91770 Attn: Rebecca A. Meiers-De Pastino, Senior Attorney Email: Rebecca.Meiers.DePastino@SCE.com SCE Steering Committee Member: Katie Sloan PA Representative: Carter Prescott Contact Information: Southern California Edison eMobility – Customer Programs & Services 1515 Walnut Grove Ave, GO5 4th Floor, 4D4-01 Rosemead, CA 91770 4.b Packet Pg. 100 43425759.3 Attn: Carter Prescott, Principal Manager, Operations E-mail: Carter.Prescott@sce.com SDG&E: San Diego Gas & Electric 8335 Century Park Court San Diego, CA 92111 Attn: Brittany Applestein Syz, Director - Clean Transportation Email: bsyz@semprautilities.com And to: San Diego Gas & Electric 8335 Century Park Court San Diego, CA 92111 Attn: Abby Snyder, Senior Counsel - Commercial Email: ASnyder@sdge.com SDG&E Steering Committee Member: Brittany Applestein Syz LADWP: Los Angeles Department of Water & Power 111 N. Hope Street, Room 804 Los Angeles, CA 90012 Attn: Scott Briasco, P.E. Email: scott.briasco@ladwp.com With a copy to: Jean-Claude Bertet, Deputy City Attorney Office of the Los Angeles City Attorney, Water & Power Division 221 N Figueroa Street, Suite 1000 Los Angeles, CA 90012 E-mail: Jean-Claude.Bertet@ladwp.com LADWP Steering Committee Member: Scott Briasco SMUD: Sacramento Municipal Utility District 6201 S Street Mail Stop B305 Sacramento, CA 95817 Attn: Rachel Huang, Director, Energy Strategy Research and Development 4.b Packet Pg. 101 43425759.3 Email: Rachel.Huang@smud.org With a copy to: Sacramento Municipal Utility District Office of General Counsel 6201 S Street, Mail Stop B406 Sacramento, CA 95817 SMUD Steering Committee Member: Rachel Huang 4.b Packet Pg. 102 43425759.3 APPENDIX A CFR PROGRAM EDU CONTRIBUTION REQUIREMENTS Electric Distribution Utility (“EDU”) CVRP % All EDUs Initial EDU Contribution EDU Category Required Percentage Contribution in years 2019-2022 Required Percentage Contribution in 2023 and thereafter Pacific Gas & Electric Company 39.78% $19,892,022 Investor-owned Utilities 67% 67% Southern California Edison 31.11% $15,553,039 Investor-owned Utilities 67% 67% San Diego Gas & Electric 9.99% $4,994,827 Investor-owned Utilities 67% 67% Los Angeles Department of Water & Power 10.50% $5,252,360 Large Publicly-owned Utilities 35% 45% Sacramento Municipal Utility District 2.06% $1,032,214 Large Publicly-owned Utilities 35% 45% Silicon Valley Power 0.88% $438,511 Medium Publicly- owned Utilities 20% 25% Glendale Water & Power 0.76% $382,455 Medium Publicly- owned Utilities 20% 25% City of Palo Alto 0.73% $364,198 Medium Publicly- owned Utilities 20% 25% City of Anaheim Public Utilities Department 0.73% $363,397 Medium Publicly- owned Utilities 20% 25% Pasadena Water & Power 0.61% $306,221 Medium Publicly-owned Utilities 20% 25% Burbank Water & Power 0.41% $204,841 Medium Publicly- owned Utilities 20% 25% City of Riverside 0.34% $168,485 Medium Publicly- owned Utilities 20% 25% Roseville Electric 0.27% $136,614 Medium Publicly- owned Utilities 20% 25% Modesto Irrigation District 0.37% $183,861 Medium Publicly- owned Utilities 20% 25% Imperial Irrigation District 0.16% $81,039 Medium Publicly- owned Utilities 20% 25% Turlock Irrigation District 0.14% $69,028 Medium Publicly- owned Utilities 20% 25% 4.b Packet Pg. 103 43425759.3 Electric Distribution Utility (“EDU”) CVRP % All EDUs Initial EDU Contribution EDU Category Required Percentage Contribution in years 2019-2022 Required Percentage Contribution in 2023 and thereafter Redding Electric Utility 0.05% $23,544 Medium Publicly-owned Utilities 20% 25% City of Vernon Public Utilities 0.01% $4,485 Medium Publicly-owned Utilities 20% 25% Alameda Municipal Power 0.37% $184,822 Small Publicly-owned Utilities 0% 2% City of Cerritos 0.29% $142,700 Small Publicly-owned Utilities 0% 2% Modesto Irrigation District 0.08% $40,680 Small Publicly-owned Utilities 0% 2% Merced Irrigation District 0.06% $28,348 Small Publicly-owned Utilities 0% 2% Azusa Light & Power 0.06% $28,188 Small Publicly-owned Utilities 0% 2% Moreno Valley Utility 0.04% $20,820 Small Publicly-owned Utilities 0% 2% City of Healdsburg Electric Department 0.04% $19,700 Small Publicly-owned Utilities 0% 2% Colton Electric Utility Department 0.03% $15,055 Small Publicly-owned Utilities 0% 2% Lodi Electric Utility 0.03% $14,574 Small Publicly-owned Utilities 0% 2% Liberty Utilities 0.03% $12,973 Small Investor-owned Utilities 0% 2% PacifiCorp 0.02% $9,289 Small Investor-owned Utilities 0% 2% Truckee Donner Public Utilities District 0.01% $6,086 Small Publicly-owned Utilities 0% 2% City of Lompoc Electric Division 0.01% $5,766 Small Publicly-owned Utilities 0% 2% City of Ukiah Electric Utilities Division 0.01% $5,125 Small Publicly-owned Utilities 0% 2% Rancho Cucamonga Municipal Utility 0.01% $5,125 Small Publicly-owned Utilities 0% 2% 4.b Packet Pg. 104 43425759.3 Electric Distribution Utility (“EDU”) CVRP % All EDUs Initial EDU Contribution EDU Category Required Percentage Contribution in years 2019-2022 Required Percentage Contribution in 2023 and thereafter Bear Valley Electric Service 0.01% $2,563 Small Investor-owned Utilities 0% 2% City of Corona Department of Water & Power 0.01% $2,563 Small Publicly-owned Utilities 0% 2% City of Banning Electric Department 0.00% $1,441 Small Publicly-owned Utilities 0% 2% Trinity Public Utilities District 0.00% $1,281 Small Publicly-owned Utilities 0% 2% City of Shasta Lake 0.00% $1,121 Small Publicly-owned Utilities 0% 2% Lassen Municipal Utility District 0.00% $320 Small Publicly-owned Utilities 0% 2% Gridley Electric Utility 0.00% $160 Small Publicly-owned Utilities 0% 2% Shelter Cove Resort Improvement District 0.00% $160 Small Publicly-owned Utilities 0% 2% Total 100.00% $50,000,000 4.b Packet Pg. 105 43425759.3 APPENDIX B PRELIMINARY DATA COLLECTION TEMPLATE Additional data items may be added to the template below during program development. Some data requested may not be required for participation in the program. Category Element Sample Value Identification First Name (Must be same name as the person the vehicle is DMV registered) John Identification Last Name (Must be same name as the person the vehicle is DMV registered) Doe Identification Driver's License Number A1234567 Location & Contact Information Vehicle Registration Home Street Number 123 Location & Contact Information Vehicle Registration Home Street Name 1st Street Location & Contact Information Vehicle Registration State CA Location & Contact Information Car Registration Home Zip Code 12345 Location & Contact Information Email Address JohnDoe@email.com Location & Contact Information Phone Number (555)555-5555 Vehicle Information Vehicle Identification Number (VIN) 1HGCM82633A004352 Vehicle Information Make Chevrolet Vehicle Information Model Bolt Vehicle Information Vehicle Model Year 2019 Vehicle Information Dealership vehicle was purchased/leased at EV California Dealers Vehicle Information Date Vehicle Purchased/Leased 12/25/2019 Vehicle Information Vehicle Purchase/Lease Price $XX,XXX.00 Utility Information Utility Provider (electric) Southern California Edison 4.b Packet Pg. 106 43425759.3 EXHIBIT A PARTICIPATING EDU JOINDER This JOINDER AGREEMENT (“Joinder Agreement”), dated as of [DATE] is made by [JOINING EDU], a [STATE OF ORGANIZATION] [ENTITY TYPE] (the “Joining EDU”), and delivered to [NAME OF PROGRAM ADMINISTRATOR], in its capacity as Program Administrator (in such capacity and together with any successors in such capacity, the “Program Administrator”) under that certain Governance Agreement (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Governance Agreement”; capitalized terms used but not otherwise defined herein shall have the meanings assigned to such terms in the Governance Agreement), dated as of [DATE] made by and among Pacific Gas and Electric Company, San Diego Gas & Electric Company, Southern California Edison Company, Los Angeles Department of Water & Power, Sacramento Municipal Utility District, and the other electric distribution utilities (“EDUs) party thereto. WHEREAS, the Joining EDU is an EDU operating in the State of California and desires to participate in the CFR Program developed and implemented by the EDUs that are parties to the Governance Agreement and, in order to participate in the CFR Program, the Joining EDU is required by the terms of the Governance Agreement and the LCFS Regulation to be joined as a party to the Governance Agreement as a Participating EDU; and WHEREAS, this Joinder Agreement supplements the Governance Agreement and is delivered by the Joining EDU pursuant to Section 2.2 of the Governance Agreement; and WHEREAS, the Joining EDU will materially benefit directly and indirectly from (i) the CFR Program and from the LCFS Base Credits made available and to be made available by CARB to the Joining EDU as a participant in the CFR Program and a Participating EDU under the Governance Agreement, and (ii) from the Program Administrator’s administration of the CFR Program on behalf of the Joining EDU and all Participating EDU; and NOW THEREFORE, the Joining EDU hereby agrees as follows with the Program Administrator and each other Party to the Governance Agreement: 1. Joinder. The Joining EDU hereby irrevocably, absolutely and unconditionally becomes a party to the Governance Agreement as a Participating EDU, as a Party, and in each other capacity (e.g., POU, IOU, Northern EDU, Southern EDU, etc.) under the Governance Agreement that is applicable to the Joining EDU as a Participating EDU and Party thereunder, and agrees to be bound by all the terms, conditions, covenants, obligations, liabilities and undertakings applicable to any such Participating EDU or Party, or to which any such Participating EDU or Party is subject thereunder, all with the same force and effect as if the Joining EDU were an original signatory to the Governance Agreement. Without limiting the generality of the foregoing, (a) the Joining EDU hereby designates and authorizes the Program Administrator to act on its behalf as the Program Administrator under the Governance Agreement and under any Program Agreement, and authorizes the Program Administrator to take such actions on its behalf and to exercise such powers as are delegated to the Program Administrator by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto or as otherwise determined by the Steering Committee, in each case 4.b Packet Pg. 107 43425759.3 in accordance with the terms and conditions of and for the time period set forth in the Governance Agreement, and (b) the Joining EDU, on its own behalf and on behalf of its Related Entities, does hereby irrevocably, unconditionally, voluntarily, knowingly, fully, finally, completely, and forever grant and make the Release and Covenant Not to Sue, and agrees to the indemnification and other obligations, set forth in ARTICLE 7 of the Governance Agreement with full knowledge and in full agreement with all of the terms, conditions and obligations set forth therein and without limiting the generality of the foregoing expressly acknowledges and agrees that it has been advised of, and does hereby specifically and expressly waive and release all rights under, the provisions of Section 1542 of the Civil Code of California, which provides as follows: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” 2. Affirmations. The Joining EDU hereby makes each of the representations and warranties and agrees to each of the covenants contained in the Governance Agreement that is made by any Participating EDU, Party, and in each other capacity under the Governance Agreement that is applicable to the Joining EDU as a Participating EDU and Party thereunder. The Joining EDU also represents and warrants to the Program Administrator and to each other Party that (a) it has the power and authority, and the legal right, to make, deliver and perform this Joinder Agreement and has taken all necessary action to authorize the execution, delivery and performance of this Joinder Agreement, (b) no consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person that has not been obtained, made or completed is required in connection with the execution, delivery and performance, validity or enforceability of this Joinder Agreement, (c) this Joinder Agreement has been duly and validly executed and delivered on behalf of the Joining EDU, (d) the execution, delivery and performance of this Agreement by such Joining EDU will not violate, conflict with, require consent under or result in any breach or default under (i) any of such Joining EDU’s organizational, governing or charter documents, (ii) any applicable law, or (iii) with or without notice or lapse of time or both, the provisions of any material contract or agreement to which such Joining EDU is a party or to which any of its material assets are bound, and (e) this Joinder Agreement constitutes a legal, valid and binding obligation of the Joining EDU enforceable against such Joining EDU in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing. 3. Miscellaneous. ARTICLE 10 of the Governance Agreement is hereby incorporated into this Joinder Agreement by reference and shall be a part hereof, mutatis mutandis. [Signature page follows] 4.b Packet Pg. 108 43425759.3 IN WITNESS WHEREOF, the parties hereto have caused this Joinder Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized. [NAME OF JOINING EDU] By_____________________ Name: Title: Contact Information for Notices: If not already listed on Schedule 1.1 to the Governance Agreement, the Joining EDU hereby elects to be listed thereon as a [Northern EDU/Southern EDU] [Pick one only]. AGREED TO AND ACCEPTED: [NAME OF PROGRAM ADMINISTRATOR][, as Program Administrator] By_____________________ Name: Title: Contact Information for Notices: 4.b Packet Pg. 109 Attachment C Outline of LCFS Program Funding for Electric Vehicle Customer Programs & Estimated Budgets: 2019-2021 Outlined below is the City’s portfolio of customer programs and estimated budgets for 2019-2021. These programs and funding allocations could change depending on demand and regulatory requirements. Staff estimates that $8 to $9 million in LCFS funding will be available for these programs. Approximately $1 million in funding, over three years, is expected to be provided as required by the State’s Clean Fuel Reward (CFR) program, as outlined in the attached staff report. Outline of LCFS Program Funding for Electric Vehicle Customer Programs & Estimated Budgets: 2019-2021 Sector Program CY 2019 – 2021 Funding Goal All Palo Alto residents Funding for CFR State-mandated, State-run Point of Sale program to be designed $1,000,000* TBD, will provide additional incentives for EV buyers Multi-family, Non-profits, and Schools Charger rebates Consultant for Technical Assistance Transformer Upgrades $3,700,000 $600,000 $800,000 Install 200-400 EV charging ports at 60-90 locations, supporting 1800-2400 vehicles or, 10-20% of population Non-residential Matching funds for CEC’s CaleVIP $1M grant $1,000,000 Install Level 3 chargers at (multi-family, commercial, program; provides rebates for private charging infrastructure, with $2M neighborhood commercial centers, as well as fund 200-400 and City also of total funding for Palo Alto. additional workplace chargers eligible) Single-family All-Electric Home Incentives Reimburse utility connection upgrade fees $400,000** $230,000 Reduce barriers to single-family EV adoption and building electrification Low-Income Low-income EV purchase incentives $300,000** TBD, additional incentives for low-income EV buyers in PA All Administration Education, Marketing and Outreach Pilot programs Other programs to be determined $300,000 $100,000 $150,000 $150,000 Promote EV adoption, other goals TBD as new pilots and programs are developed LCFS FUNDING TOTAL $8,730,000 *State run point of sale (POS) program – Palo Alto required to provide 25% of LCFS credits sales proceeds ** These two programs will be explored and require additional Council and City Manager approvals 4.c Packet Pg. 110 For further details related to customer programs please see September 2019, Memorandum to the UAC. 4.c Packet Pg. 111 4.c Packet Pg. 112 City of Palo Alto (ID # 11102) City Council Staff Report Report Type: Consent Calendar Meeting Date: 5/11/2020 City of Palo Alto Page 1 Summary Title: Updated Report Development Impact Fees FY2019 Title: Adoption of a Resolution Updating Statutory Findings for Unexpended Development Impact Fees From: City Manager Lead Department: Administrative Services RECOMMENDATION Staff recommends that the City Council adopt the attached resolution making findings regarding unexpended development impact fees (Attachment A). BACKGROUND State law commonly referred to as AB 1600 or the Mitigation Fee Act (Government Code Section 66000 et seq.) governs the imposition, collection, and use of development impact fees. The Mitigation Fee Act codifies the legal requirement that fees on new development must have the proper nexus to any project on which they are imposed. In addition, the Mitigation Fee Act imposes certain accounting and reporting requirements with respect to the fees collected. The fees, for accounting purposes, must be segregated from the general funds of the City and from other funds or accounts containing fees collected for other improvements. Interest on each development fee fund or account must be credited to that fund or account and used only for the purposes for which the fees were collected. Government Code Section 66006 contains comprehensive annual reporting requirements for development impact fees. This statute requires that, within 180 days after the close of the fiscal year, the City must make available to the public the following information regarding each fund or account: • Brief description of the type of fee in the fund. • Amount of the fee. • Beginning and ending balance in the fund. • Amount of fees collected, and interest earned. • Identification of each public improvement on which fees were expended and the amount of the expenditure on each improvement, including the total percentage of the cost of the public improvement that was funded with fees. 5 Packet Pg. 113 City of Palo Alto Page 2 • Identification of an approximate date by which the construction of a public improvement will commence, if the local agency determines that enough funds have been collected to complete financing on an incomplete public improvement. • Description of each interfund transfer or loan made from the account or fund, including the public improvement on which the loaned funds will be expended, and in the case of an interfund loan, the date on which the loan will be repaid and the rate of interest that the account or fund will receive on the loan. • Amount of any refunds made This report must also be reviewed by the City Council at a regularly scheduled public meeting not less than 15 days after the information is made available to the public. In addition, notice of the time and place of the meeting shall be mailed at least 15 days prior to the meeting to any interested party who files a written request with the local agency for such a mailed notice. The City typically publishes this report in December of each year and holds a hearing for Council consideration of the report the following January. Government Code Section 66001 requires that each local agency that imposes development impact fees must make certain findings whenever it retains unexpended fees for an extended period of time. Beginning with the fifth fiscal year following the first deposit into the fund and every five years thereafter, the City must make findings that: • identify the purpose to which the fee is to be put; • demonstrate a nexus between the fee and the purpose for which it was originally charged; and • identify all sources and amounts of funding anticipated to complete financing of incomplete improvements along with the approximate dates on which the anticipated funding is expected to be deposited into the appropriate fund or account. When findings are made under Government Code Section 66001, they are made in connection with the public information required by Section 66006, discussed above. When findings are required, staff prepares a resolution, which the City Council typically adopts at the same January hearing in which it considers the annual report. If the agency no longer needs the funds for the purposes collected, if the agency fails to make required findings, or fails to perform certain administrative tasks prescribed by AB 1600, the agency may be required to refund to property owners a prorated portion of the monies collected for that project and any interest earned on those funds. DISCUSSION Staff has recently revised the procedure used to calculate fund balances for the purposes of the findings the City Council is required to adopt under Government Code Section 66001. This change will generally increase the amount stated it the resolution adopting findings. Under the former methodology, it did not appear that findings were required and therefore a resolution 5 Packet Pg. 114 City of Palo Alto Page 3 was not prepared in December 2019/January 2020. The revised methodology would, however, require findings. In order to implement this change as soon as possible, staff have prepared a resolution for immediate adoption (Attachment A) that makes findings for the recalculated fund balances. Going forward, the findings will be prepared for Council adoption in December of each year. In addition, staff is retransmitting the City’s annual development impact fee reports as Attachment B. RESOURCE IMPACT If the council does not make the findings contained in Attachment B, the development fees described therein might be required to be refunded. ENVIRONMENTAL REVIEW This is not a project for purposes of the California Environmental Quality Act (CEQA). Attachments: • Attachment5.a: Attachment A - Resolution of the Council of the City of Palo Alto Making Findings Regarding Continuing Need for Unexpended Development Fees. • Attachment5.b: Attachment B - Annual Report on Development Impact Fees 5 Packet Pg. 115 *NOT YET APPROVED* 1 20200303_ay_016_0160022 Resolution No. ____ Resolution of the Council of the City of Palo Alto Making Findings Regarding Continuing Need for Unexpended Development Fees. R E C I T A L S A. Government Code Section 66001(d) requires the City to make certain findings with respect to fees that remain unexpended in the fifth fiscal year following the first deposit into the account or fund, and every five years thereafter; and B. As authorized under Chapter 16.45 of the Palo Alto Municipal Code, the City has collected a fee known as the “Stanford Research Park/El Camino Transportation Impact Fee” for the purpose of funding capacity improvements at the intersections identified in that Chapter; and C. The sum of $3,349,581 represents the most recent audited total of fees collected pursuant to Chapter 16.45 that remain unexpended, together with accrued interest thereon (“unexpended Stanford Research Park/El Camino TIF funds”); and D. As authorized under Chapter 16.46 of the Palo Alto Municipal Code, the City has collected a fee known as the “San Antonio/West Bayshore Traffic Impact Fee” for the purpose of funding capital expenditures needed to provide operational improvements at certain intersections identified in that Chapter; and E. The sum of $1,308,010 represents the most recent audited total of fees collected pursuant to Chapter 16.46 that remain unexpended, together with accrued interest thereon (“the unexpended San Antonio/West Bayshore TIF funds”); and F. As authorized under Chapter 16.65 of the Palo Alto Municipal Code, the City has collected fees known as the “Commercial Housing Impact Fee,” and “Residential Housing In-Lieu Fee” for the purpose of preserving and providing new affordable housing in the City of Palo Alto. G. The sum of $11,670,132 represents the most recent audited total of fees collected pursuant to the Commercial Housing Impact Fee that remain unexpended, together with accrued interest thereon (“the unexpended the Commercial Housing Impact Fee funds”); H. The sum of $9,150,274 represents the most recent audited total of fees collected pursuant to the Residential Housing Impact and In-Lieu Fees that remain unexpended, together with accrued interest thereon (“the unexpended the Residential Housing In- Lieu Fee funds”). Although fees paid in-lieu of providing affordable units under the City’s inclusionary zoning program do not require findings pursuant to Government Code 5.a Packet Pg. 116 *NOT YET APPROVED* 2 20200303_ay_016_0160022 section 66001, the sum provided herein includes some impact fees imposed on new rental housing, for which findings may be required; I. As authorized under Chapters 16.57 and 18.18 of the Palo Alto Municipal Code, the City has collected a fee known as the “University Avenue Parking In-Lieu Fee” for the purpose of constructing public parking spaces within the University Avenue parking assessment district to serve the parking needs of the district created by the developments that paid the fees; J. The sum of $6,117,748 represents the most recent audited total of fees collected pursuant to Chapter 16.57 that remain unexpended, together with accrued interest thereon (“the unexpended the University Avenue Parking In-Lieu Fee funds”); K. As authorized under Chapter 16.58 of the Palo Alto Municipal Code, the City has collected a fee known as the “Parks Impact Fee” for the purpose of funding acquisition of land and improvements for neighborhood and district parks; and L. The sum of $5,611,245 represents the most recent audited total of fees collected pursuant to the Parks Impact Fee that remain unexpended, together with accrued interest thereon (“unexpended Parks Impact Fee Funds”); and M. As authorized under Chapter 16.58 of the Palo Alto Municipal Code, the City has collected a fee known as the “Library Impact Fee” for the purpose of funding development and improvements to libraries; and N. The sum of $1,150,845 represents the most recent audited total of fees collected pursuant to the Library Impact Fee that remain unexpended, together with accrued interest thereon (“the unexpended Library Impact Fee funds”); O. As authorized under Chapter 16.58 of the Palo Alto Municipal Code, the City has collected a fee known as the “Community Center Impact Fee” for the purpose of funding development and improvements to community centers; and P. The sum of $4,283,300 represents the most recent audited total of fees collected pursuant to the Community Center Impact Fee that remain unexpended, together with accrued interest thereon (“unexpended Community Center Impact Fee Funds”); and /// /// /// /// 5.a Packet Pg. 117 *NOT YET APPROVED* 3 20200303_ay_016_0160022 The Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The Council makes the following findings: Stanford Research Park/El Camino TIF funds 1. The unexpended Stanford Research Park/El Camino TIF funds were collected pursuant to Chapter 16.45 of the Palo Alto Municipal Code, to be used for the purpose of funding capacity improvements at the intersections identified in that Chapter. 2. The unexpended Stanford Research Park/El Camino TIF funds in the amount of $3,349,581 are intended to be used to fund improvements in conjunction with Santa Clara County at the intersections of Page Mill Road/Hanover Street and Page Mill Road/El Camino Real, as described in the Page Mill Road Expressway Corridor Study Report. The improvements include additional and/or longer left turn lanes, modifications to enhance bicycle and pedestrian accommodations through the intersections, Class II bicycle lanes and Class I shared-use path at Hanover Street approaches to the intersection and a 8-phase signal conversion for the Hanover intersection. 3. The City has committed to contributing approximately $3.2 million to fund these improvements. These funds have not been expended to date to allow for coordination with Santa Clara County, and will be expended upon receipt of an invoice from the County, anticipated to occur in fiscal year 2020 or 2021. 4. The need for the improvements for which the Stanford Research Park/El Camino TIF funds were collected was identified in an Environmental Impact Report (“EIR”) certified by the City Council in conjunction with the City’s 1998-2010 Comprehensive Plan; the need for the retention of these funds was identified in the 2015 Page Mill Road Expressway Corridor Study Report commissioned by Santa Clara County. San Antonio/West Bayshore TIF funds 5. The unexpended San Antonio/West Bayshore TIF funds were collected pursuant to Chapter 16.46 of the Palo Alto Municipal Code, to be used solely for the purpose of funding capital expenditures needed to provide operational improvements at certain intersections identified in that Chapter. 6. The City plans to spend the unexpended San Antonio/West Bayshore TIF funds in the amount of $1,308,010 to fund traffic signal and intelligent transportation systems improvements as provided in the Fiscal Year 2019-2023 Five Year Capital Improvement Plan. 5.a Packet Pg. 118 *NOT YET APPROVED* 4 20200303_ay_016_0160022 7. The need for the improvements for which the unexpended San Antonio/ West Bayshore TIF funds were collected was identified in the San Antonio/West Bayshore EIR. Commercial Housing Impact Fee funds 8. The unexpended Commercial Housing Impact Fee funds were collected pursuant to Chapter 16.65 of the Palo Alto Municipal Code, to be used solely for the purpose of preserving and providing new affordable housing in the City of Palo Alto. 9. The City plans to spend the unexpended Commercial Housing Impact Fee funds in the amount of $11,670,132 to support development of the affordable housing development known as Wilton Court at 3705 El Camino Real, for which the City Council has approved affordable housing loans totaling $20.5 million. 10. These funds have not been expended as the Wilton Court project seeks to finalize other sources of funding. A transfer of funds is anticipated in FY 2020 or FY 2021. 11. The relationship between the fee collected and the purpose for which it is charged is demonstrated in the Commercial Linkage Fee Nexus Study, dated November 2015, by Strategic Economics and Vernazza Wolfe Associates, Inc. Residential Housing Impact and In-Lieu Fee funds 12. The unexpended Residential Housing In-Lieu Fee funds were collected pursuant to Chapter 16.65 of the Palo Alto Municipal Code, to be used solely for the purpose of preserving and providing new affordable housing in the City of Palo Alto. 13. The City plans to spend the unexpended Residential Housing In-Lieu Fee funds in the amount of $9,150,274 to support development of the affordable housing development known as Wilton Court at 3705 El Camino Real, for which the City Council has approved affordable housing loans totaling $20.5 million. 14. These funds have not been expended as the Wilton Court project seeks to finalize other sources of funding. A transfer of funds is anticipated in FY 2020 or FY 2021. 15. The relationship between the fee collected and the purpose for which it is charged is demonstrated in the Residential Impact Fee Nexus Study, dated October 2015, by Strategic Economics and Vernazza Wolfe Associates, Inc. /// /// 5.a Packet Pg. 119 *NOT YET APPROVED* 5 20200303_ay_016_0160022 University Avenue Parking In-Lieu Fee Funds 16. The unexpended University Avenue Parking In-Lieu Fee funds were collected pursuant to Chapter 16.57 of the Palo Alto Municipal Code, to be used solely for the purpose constructing public parking spaces within the University Avenue parking assessment district to serve the parking needs of the district created by the developments that paid the fees. 17. The City plans to spend the unexpended University Avenue Parking In-Lieu Fee funds in the amount of $6,117,748 to construct an approximately 324-space parking garage at 375 Hamilton Avenue. 18. These funds have not been expended pending further discussion by the City Council regarding downtown parking management. The additional funding necessary to complete these improvements is anticipated to be available from future parking in-lieu fees and/or the sources identified in City Manager’s Report 9263. Further action on the garage is anticipated by fiscal year 2023. 19. The relationship between the fee collected and the purpose for which it is charged is demonstrated in the Downtown Study Environmental Impact Report, which the City Council certified on July 15, 1986, and in City Manager’s Report 10225, which sets forth the most recent update to the fee amount. Parks Impact Fee funds 20. The unexpended Parks Impact Fee funds were collected pursuant to Chapter 16.58 of the Palo Alto Municipal Code, to be used solely for the purpose of funding acquisition of land and improvements for neighborhood and district parks. 21. The City plans to spend the unexpended Parks Impact Fee funds in the amount of $5,611,245 in part to complete park improvements scheduled in the Fiscal Year 2019- 2023 Five Year Capital Improvement Plan. A portion of these funds were expended to purchase the property adjacent to 3350 Birch Street to allow for expansion of Boulware Park. 22. The unexpended Parks Impact Fee funds are anticipated to be transferred as provided in the Fiscal Year 2019-2023 Five Year Capital Improvement Plan. 23. The relationship between the fee collected and the purpose for which it is charged is demonstrated in the City of Palo Alto Parks and Community Facilities Impact Fee Study, dated September 18, 2001, by DMG-MAXIMUS. /// 5.a Packet Pg. 120 *NOT YET APPROVED* 6 20200303_ay_016_0160022 Community Center Impact Fee funds 24. The unexpended Community Center Impact Fee funds were collected pursuant to Chapter 16.58 of the Palo Alto Municipal Code, to be used solely for the purpose of funding development and improvements to community centers. 25. The City plans to spend the unexpended Community Center Impact Fee funds in the amount of 4,283,300 to renovate the Junior Museum and Zoo and for Rinconada Park Improvements. 26. The funds reserved for JMZ renovation will be expended as provided in the Fiscal Year 2019-2023 Five Year Capital Improvement Plan. 27. The relationship between the fee collected and the purpose for which it is charged is demonstrated in the City of Palo Alto Parks and Community Facilities Impact Fee Study, dated September 18, 2001, by DMG-MAXIMUS. Library Impact Fee funds 28. The unexpended Library Impact Fee funds were collected pursuant to Chapter 16.58 of the Palo Alto Municipal Code, to be used solely for the purpose of funding development and improvements to libraries. 29. The City plans to spend the unexpended Library Impact Fee funds in the amount of $1,150,845 to fund purchase and installation of higher-capacity book processing machines (Automated Materials Handling machines) to facilitate expanded book returns and sorting at additional library branches. Approximately $300,000 of the Library Impact Fee funds is reserved for the Palo Alto Historical Association’s Roth Building Archives. 30. These funds have not been expended because the library is evaluating new technologies and developing a plan for effective deployment of these resources. Capital project planning with the Public Works Department is anticipated in fiscal year 2021. A transfer of funds is anticipated in fiscal years 2021-2023. 31. The relationship between the fee collected and the purpose for which it is charged is demonstrated in the City of Palo Alto Parks and Community Facilities Impact Fee Study, dated September 18, 2001, by DMG-MAXIMUS. Citywide Transportation Impact Fee funds 32. The unexpended Citywide Transportation Impact Fee funds were collected pursuant to Chapter 16.59 of the Palo Alto Municipal Code, to be used solely for the purpose of funding eligible citywide transportation enhancements, as defined in Section 16.59.020 of the Palo Alto Municipal Code. 5.a Packet Pg. 121 *NOT YET APPROVED* 7 20200303_ay_016_0160022 33. The City plans to spend the unexpended Citywide Transportation Impact Fee funds in the amount of $2,361,542 to complete the improvements identified in the City of Palo Alto Transportation Fee Nexus Study dated April 9, 2019 and accepted by the City Council on April 22, 2019. 34. These funds have not been expended pending their approval in an upcoming Capital Improvement Plan, likely in Fiscal Year 2022. It is anticipated that additional funds necessary to complete the improvements will be available in the form of matching grants. 35. The relationship between the fee collected and the purpose for which it is charged is demonstrated in the City of Palo Alto Transportation Fee Nexus Study dated April 9, 2019 and accepted by the City Council on April 22, 2019. SECTION 2. The Council finds that this is not a project under the California Environmental Quality Act and, therefore, no environmental impact assessment is necessary. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: ______________________________ ______________________________ City Clerk Mayor APPROVED AS TO FORM: ______________________________ City Manager ________________________________ ______________________________ Assistant City Attorney Director of Administrative Services ______________________________ Director of Planning and Community Environment 5.a Packet Pg. 122 Attachment B City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 Stanford Research Park/San Antonio/West FUND El Camino Fund Bayshore Fund Purpose and Authority Traffic impact fees imposed on new Traffic impact fees imposed on new for Collection nonresidential development in the nonresidential development in the Stanford Research Park/El Camino San Antonio/West Bayshore Areas Real CS zone to fund improvements to fund capacity improvements at at eight identified intersections.four identified intersections. PAMC Ch. 16.45 PAMC Ch. 16.46 Amount of the Fee $12.85 per square foot $2.65 per square foot Fund Balance July 1, 2018 $2,288,715 $904,216 Activity in 2018-19 Revenues Fees Collected 925,290 358,553 Interest Earnings 56,145 18,407 Unrealized Gain/Loss Investments 79,431 26,834 -------------------------------------------------------------------------------------------------------------------Total Revenues $1,060,866 $403,794 Expenditures Inter-agency expenses 0 0 ------------------------------------------------------------------------------------------------------------------- Total Expenditures 0 0 ------------------------------------------------------------------------------------------------------------------- Ending Balance June 30, 2019 $3,349,581 $1,308,010 Other Commitments/Appropriations Reserve for Reappropriation (2,200,000) Reserve for Unrealized Gain on Investments (15,576) (6,130) Net Funds Available $1,134,005 $1,301,880 Unexpended balance $3,349,581 $1,308,010 USE OF FEES:USE OF FEES: No expenditures have been made for this fund in Fiscal Year 2019. The $2.2M Reserve for Reappropiration is for the County of Santa Clara for support of intersection improvements at Page Mill Road/Hanover and Page Mill Road/Hansen concurrent with construction of the project at 1050 Page Mill Road No expenditures have been made from this fund in Fiscal Year 2019. Page 1 of 10 5.b Packet Pg. 123 Attachment B City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 Commercial Housing University Avenue Parking FUND In-Lieu Fund In-Lieu Fund Purpose and Authority Fees imposed on large commercial Fees collected from non-residential for Collection and industrial development to development within the University Ave. contribute to programs that increase Parking Assessment District in lieu of the City's low income and moderate-providing the required number of income housing stock.parking spaces. PAMC Ch.16.65 PAMC Ch 16.57 Amount of the Fee Hotel / Retail / Other Non Residential: $21.08 per sq. ft. Office/R&D: $36.22 per sq. ft. $70,094 per space Fund Balance July 1, 2018 $19,499,101 $5,476,120 Activity in 2018-19 Revenues Fees Collected 4,798,747 420,564 Interest Earnings 235,207 84,067 Unrealized Gain/Loss Investments 280,833 136,997 ------------------------------------------------------------------------------------------------------------------- Total Revenues 5,314,787 641,628 Expenditures Salaries and Benefit (16,157) Liability Insurance (57) Operating transfer to General Benefit Fund (288) ------------------------------------------------------------------------------------------------------------------- Total Expenditures (16,502) 0 ------------------------------------------------------------------------------------------------------------------- Ending Balance June 30, 2019 $24,797,386 $6,117,748 Other Commitments/Appropriations Reserve for Notes Receivable include:$1,290,000 for 2811 Alma, and $4,137,254 for 801 Alma, $7,700,000 for Bueva Vista Mobile Home Park.(13,127,254) Reserve for Reappropriations (9,000,000) Reserve for unrealized gain on investments (49,729)(32,143) -------------------------------------------------------------------------------------------------------------------Net Funds Available $2,620,403 $6,085,605 Unexpended balance $11,670,132 $6,117,748 USE OF FEES:USE OF FEES: Expenditure in Fiscal Year 2019 is for $16K for Senior Planner and Management Analyst salaries. The $9M Reserve for Reappropriaton is for Affordable Housing Loan Agreement: 3705 El Camino Real (Wilton Court). No expenditures have been made from this fund in Fiscal Year 2019. Page 2 of 10 5.b Packet Pg. 124 Attachment B City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 Residential & Non-Residential Residential & Non-Residential Community Facilities Community Facilities FUND Parks Community Centers Purpose and Authority Fees imposed on new residential and Fees imposed on new residential and for Collection non-residential development approved non-residential development approved after Jan 28, 2002 for Parks. after Jan 28, 2002 for Community Centers. PAMC Ch. 16.58 PAMC Ch. 16.58 Amount of the Fee Residential: Single family $12,333 per residence (or $18,416 per residence larger than 3,000 sq ft); Multi-family $8,073 per unit (or $4,082 per unit smaller than or equal to 900 sq ft) Residential: Single family $3,196 per residence (or $4,787 per residence larger than 3,000 sq ft); Multi-family $2,104 per unit (or $1,062 per unit smaller than or equal to 900 sq ft) Nonresidential: Commercial/Industrial $5,237 per 1,000 sq ft or fraction thereof; Hotel/Motel $2,368 per 1,000 sq ft or fraction thereof. Nonresidential: Commercial/industrial $296 per 1,000 sq ft or fraction thereof; Hotel/Motel $133 per 1,000 sq ft or fraction thereof. Fund Balance July 1, 2018 $4,533,306 $3,492,984 Activity in 2018-19 Revenues Fees Collected 935,889 134,543 Transfer Development Rights (TDR)3,942,978 Interest Earnings 110,456 109,846 Unrealized Gain/Loss 131,594 128,666 ------------------------------------------------------------------------------------------------------------------- Total Revenues $1,177,939 $4,316,033 Inter-Agency Expenses (2,500,000) Operating Transfer to Capital Projects Fund (100,000)(1,025,717) ------------------------------------------------------------------------------------------------------------------- Total Expenditures (100,000)(3,525,717) -------------------------------------------------------------------------------------------------------------------Ending Balance June 30, 2019 $5,611,245 $4,283,300 Reserve for unrealized gain on investments (27,933)(21,402)-------------------------------------------------------------------------------------------------------------------Net Funds Available $5,583,312 $4,261,898 Unexpended balance $5,611,245 $4,283,300 Page 3 of 10 5.b Packet Pg. 125 Attachment B City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 USE OF FEES:USE OF FEES: Budget transfer in FY 2019 was made to Capital Project fund in the amount of $100K for Bayland Athletic Center (PG- 19001) Expenditure in Fiscal Year 2019 is an addiitonal payment of $2.5M to Avenida. This is a total of $5M ($2.5 M was paid in FY2018) grant funding for necessary seismic and other improvements to the existing building at 450 Bryant Street. The source of the $5M was $3.9 from TDR and $1.1 from impact fees. Transfer to Capital Improvement Fund Project is for JMZ Renovation (AC-18001) Page 4 of 10 5.b Packet Pg. 126 Attachment B City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 Residential & Non-Residential Residential Housing Community Facilities In-Lieu Fund FUND Libraries Purpose and Authority Fees imposed on new residential and Fees collected from residential for Collection non-residential development approved developments of three or more units in after Jan 28, 2002 for Libraries. lieu of providing the required below- PAMC Ch. 16.58 market rate unit(s) to low and moderate income households. PA Comprehensive Plan and PAMC Chapter 18 Amount of the Fee Residential: Single family $1,117 per residence (or $1,662 per residence larger than 3,000 sq ft); Multi-family $668 per unit (or $367 per unit smaller than or equal to 900 sq ft) Single family $77.62 per sq. ft. Single family detached; $51.75 per sq. ft. single family attached. Multi Family $51.75 per sq. ft. condos. Nonresidential: Commercial/industrial $282 per 1,000 sq ft or fraction thereof; Hotel/Motel $118 per 1,000 sq ft or fraction thereof. Fund Balance July 1, 2018 $1,042,847 $23,475,232 Activity in 2018-19 Revenues Fees Collected 68,370 814,715 Webster Wood Property Rental 6,175 Interest Earnings 24,918 239,983 Bad debt recovery 25,031 Unrealized Gain/Loss Investments 29,711 291,143 ------------------------------------------------------------------------------------------------------------------- Total Revenues $122,998 $1,377,047 Expenditures Salaries and Benefits (16,157) Contract Services (118,163) Liability Insurance (57) Transfer to General Benefits Fund (288) Transfer to General Fund (15,000) ------------------------------------------------------------------------------------------------------------------- Total Expenditures (15,000)(134,665) ------------------------------------------------------------------------------------------------------------------- Ending Balance June 30, 2019 $1,150,845 $24,717,614 Other Commitments/Appropriations Reserve for Reappropriations (1,225,032) Reserve for Potential Housing Project (3,000,000) Reserve for Encumbrances (72,410) Reserve for unrealized gain on investments (6,066)(46,387) Reserve for Notes Receivable include $375,000 for 3053 Emerson, $3,504,850 for Tree House Apts, $747,734 for Sheridan Apts., $2,285,026 for 801 Alma, $901,201 for Palo Alto Housing Project, $600,000 for 2811-2825 Alma St., $203,561 for Colorado Park Housing, $149,968 for El Dorado Palace, and $6,800,000 for Buena Vista Mobile Home Park.(15,567,340) -------------------------------------------------------------------------------------------------------------------Net Funds Available $1,144,779 $4,806,445 Page 5 of 10 5.b Packet Pg. 127 Attachment B City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 Unexpended balance $1,150,845 $9,150,274 USE OF FEES:USE OF FEES: Budget transfer in FY 2019 was made to General Fund in the amount of $15K for new materials for International Languages Collection. Expenditures in Fiscal Year 2019 include $16.1K for Senior Planner and Management Analyst salaries and benefit, $95K to Palo Alto Housing Corp for BMR admin fees and $23K for consultancy fees. The bad debt recovery is a payment received for a notes receivable that was written off and considered uncollectible. Fiscal Year 2019 Reserves for Reapprorpation is for affordable housing loan agreement with Eldorado and Wilton Court amounting to $225K and $1M respectively. Reserves for $3M is for 231 Grant Avenue: Potential Teacher Housing Project. Page 6 of 10 5.b Packet Pg. 128 Attachment B City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 Charleston-Arastradero Corridor Citywide Transportation Pedestrian and Bicyclist Safety FUND Purpose and Authority Fees collected from new development and Transportation impact fees imposed for Collection re-development within the Charleston-on new development in all parts of the Arastradero Corridor to provide for pedest-City to fund congestion reduction rian and bicyclist safety improvements.projects. PAMC Ch. 16.60 PAMC Ch. 16.59 Amount of the Fee Residential: $1,351 per residential unit; Commercial: $0.40 per sq ft $3,700 per net new PM peak hour trip Fund Balance July 1, 2018 $8,557 $1,833,471 Activity in 2018-19 Revenues Fees Collected 9,511 923,490 Interest Earnings 325 44,464 Unrealized Gain/Loss 277 66,592 ------------------------------------------------------------------------------------------------------------------- Total Revenues $10,113 $1,034,546 Expenditures Operating Transfer to Capital Projects Fund 0 (506,475) ------------------------------------------------------------------------------------------------------------------- Total Expenditures 0 (506,475) ------------------------------------------------------------------------------------------------------------------- Ending Balance June 30, 2019 $18,670 $2,361,542 Other Commitments/Reappropriations Reserve for unrealized gain on investments (76)(11,558) -------------------------------------------------------------------------------------------------------------------Net Funds Available $18,594 $2,349,984 Unexpended balance $18,670 $2,361,542 USE OF FEES:USE OF FEES: No expenditure of funds have been made from this Fund in Fiscal Year 2019. Budget transfer to Capital Project Fund in Fiscal Year 2019 in the amount of $506K for Traffic Signal and Intelligent Transporation (PL-05030) Page 7 of 10 5.b Packet Pg. 129 Attachment B City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 New Public Safety Facilities General Government Facilities FUND Purpose and Authority Fees imposed on residential and Fees imposed on residential and non- for Collection non-residential development to fund residential development to fund facilities police and fire facilities (including fire associated with municipal administration. apparatus and vehicles)PAMH Ch. 16.58 PAMC Ch. 16.58 Amount of the Fee Residential: Single family $1,072 per unit; Multi-family $858 per unit Residential: Single family $1,351 per unit; Multi-family $1,080 per unit Nonresidential: Commercial $599 per 1,000 sq ft. or fraction thereof; Industrial $200 per 1,000 sq. ft. or fraction thereof; Office/Institutional $799 per 1,000 sq ft or fraction thereof. Nonresidential: Commercial $754 per 1,000 sq ft. or fraction thereof; Industrial $251 per 1,000 sq. ft. or fraction thereof; Hotel/Motel $1,008 per 1,000 sq ft or fraction thereof. Fund Balance July 1, 2018 $146,779 $184,946 Activity in 2018-19 Revenues Fees Collected 190,186 239,417 Interest Earnings 5,758 7,252 Unrealized Gain/(Loss)4,103 5,170 ------------------------------------------------------------------------------------------------------------------- Total Revenues $200,047 $251,839 ------------------------------------------------------------------------------------------------------------------- Total Expenditures 0 0 ------------------------------------------------------------------------------------------------------------------- Ending Balance June 30, 2019 $346,826 $436,785 Other Commitments/Reappropriations Reserve for unrealized gain on investments (1,376)(1,733) -------------------------------------------------------------------------------------------------------------------Net Funds Available $345,450 $435,052 Unexpended balance at next finding date FY 2019-20 $346,826 $436,785 USE OF FEES:USE OF FEES: No expenditure of funds have been made from this Fund in Fiscal Year 2019. No expenditure of funds have been made from this Fund in Fiscal Year 2019. Page 8 of 10 5.b Packet Pg. 130 Attachment B City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 (INFORMATION ONLY) Public Art Fund Parkland Dedication FUND Purpose and Authority for collection Fees imposed on new commercial develoments (including mixed use projects), including new construction, remodels, additions and reconstruction that (i) have a floor area of 10,000 sq. ft. or more, and (ii) have a construction value of $200,000, or more, exclusive of costs for architecture, design, engineering, and required studies; and all new residential projects of five or more units to fund public art for private developments. Fees on parkland dedication imposed on new residential and non-residential development. Govt Code Sec. 66477 (Quimby Act) PAMC Ch. 16.61 Amount of the Fee 1% of first $113.18 million construction valuation and 0.9% of construction valuation for valuation in excess of $113.18 million Single Family: $62,583.66 per unit; Multi- Family: $43,136.76 per unit. This applies only to residential projects that require a subdivision or pacel map. Land dedication is required for subdivisions resulting in more than 50 parcels. Parkland Dedication Fee - Land: Single Family: 531 sq. ft, per unit; Multi-Family: 366 sq. ft. per unit. When parkland dedication applies, park impact fees do not apply. Fund Balance July 1, 2018 $729,193 $3,634,309 Activity in 2018-19 Revenues Fees Collected 571,309 644,048 Interest Earnings 25,018 71,529 Unrealized Gain/Loss Investments 19,133 101,679 Operating Transfer from General Fund 169,998 ------------------------------------------------------------------------------------------------------------------- Total Revenues $785,457 $817,256 Expenditures Salaries and benefits (187,699) Liability Insurance (1,858) Transfer to General Benefit Fund (1,655) Transfer to Capital Projects Fund (470,000) ------------------------------------------------------------------------------------------------------------------- Total Expenditures (191,211)(470,000) ------------------------------------------------------------------------------------------------------------------- Ending Balance June 30, 2019 $1,323,439 $3,981,565 Other Commitments/Reappropriations Reserve for unrealized gain on investments (5,437)(21,065) -------------------------------------------------------------------------------------------------------------------Net Funds Available $1,318,002 $3,960,500 This fund is not subject to AB1600 requirements and is listed only for information purposes. This fund is not subject to AB1600 requirements and is listed only for information purposes.Page 9 of 10 5.b Packet Pg. 131 Attachment B City of Palo Alto Annual Report on Development Impact Fees for Period Ending June 30, 2019 (INFORMATION ONLY) FUND Water and Wastewater Collection Purpose and Authority Capacity fees charged to developers that for Collection are adding load to the water and sewer systems effective July 1, 2005. California Government Code Sect 66000 Amount of the Fee Water Capacity Fees: 5/8 in., 3/4 in E- Meter. $5,000, 1 in. E-Meter $9,400, 1 1/2 in. E-Meter $18,850, 2 in. E-Meter $56,250 , 4 in. Compound Meter by est. $125/FU (min. 5,000 FU) , 6 in. Compound Meter by est. $125/FU (min. 7,000 FU) Fire Service Capacity Fees: 2 in. $750, 4 in. $9,000, 6 in. $22,530, 8 in. $43,080, 10in. $69,510 Sewer Capacity Charges: 4 in. connection with 5/8 in Water Meter (WM) $5,250, 4 in connection. with 1-in WM $15,750, 4 or 6 in. connection with 1-1/2 in WM $31,668, 6 in. connection with 2 in. WM $94,500, 6 in. and larger connection with 4 in. or larger WM by est. at $210/FU Activity in 2018-19 Capacity Fees Collected Water $524,100 Wastewater Collection 283,250 Total USE OF FEES: The fees are used exclusively for water and sewer system improvements Page 10 of 10 5.b Packet Pg. 132 City of Palo Alto (ID # 11152) City Council Staff Report Report Type: Consent Calendar Meeting Date: 5/11/2020 City of Palo Alto Page 1 Summary Title: Amendment No. Three to Multi-Year Contract with Triple HS, Inc. Title: Approval of an Exemption From Competitive Solicitation, Approval of Amendment Number 3 to Contract Number S16163031 With Triple HS Inc., dba H.T. Harvey & Associates, in the Amount of $9,799 to Provide Further Professional Services, for a new Total Not-to-Exceed Amount of $63,828 for the San Francisquito Creek Pump Station Riparian Mitigation Monitoring From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Adopt an exemption from competitive solicitation by Council action as provided in PAMC Section 2.30.330 (regarding professional services agreements), based on Triple HS, Inc. dba H.T. Harvey & Associates, familiarity with the project and ability to perform the services; and 2. Approve and authorize the City Manager or his designee to execute Contract Amendment No. 3 to Contract No. S16163031 with Triple HS dba H.T. Harvey & Associates (Attachment A) to increase the compensation by $9,799 to add further professional services associated with the San Francisquito Creek Storm Water Pump Station Riparian Mitigation Monitoring. The increase in compensation includes $8,914 for basic services and $885 for additional services, for a total not to exceed contract amount of $63,828. Background The California Regional Water Quality Control Board issued regulatory permit 2006-400320 (“401 Certification”) to the City of Palo Alto for the San Francisquito Creek Stormwater Pump Station and Outfall Project on June 12, 2008. A 401 Certification is a permit that regulates the discharges of fill and dredged material to water bodies that result from a project and defines the compliance measures and discharge limitations. The 401 Certification set forth mitigation requirements and a 10-year, long-term monitoring program of the on-site and off-site habitat 6 Packet Pg. 133 City of Palo Alto Page 2 mitigation areas. Triple HS dba H.T. Harvey & Associates (“HT Harvey”) has been involved with the project for the past 13 years. In 2007, they prepared the pre-construction monitoring survey. Once the San Francisquito Creek Stormwater Pump Station project was completed in 2011, HT Harvey supported the City’s engineering consultant Schaaf and Wheeler in preparing the biological as-built report. Lastly, HT Harvey has monitored both sites and prepared the reports required by regulatory agencies since 2010. On February 11, 2016, the City entered into contract S16163031 with HT Harvey to provide ecological consulting services for a monitoring program of the San Francisquito Creek Pump Station project’s habitat mitigation areas through Year 7. Monitoring Year 7 corresponds to calendar year 2016 for on-site mitigation and calendar year 2017 for off-site mitigation. The original amount of the contract was $22,879 and did not require formal solicitation or Council approval as it was within contract approval authority of the City Manager. On February 23, 2016, the City executed Contract Amendment No. 1 to correct typographical errors only. On December 17, 2018, City Council approved Contract Amendment No. 2 to provide monitoring for three additional years and extend the contract through Year 10. Amendment No. 2 increased the contract compensation by the amount of $31,150, for a total contract not to exceed amount of $54,029, and extended the term of the contract through December 31, 2021 (Staff Report CMR# 9723). Discussion The project’s pump station on-site mitigation area was impacted by the San Francisquito Creek Joint Powers Authority’s (SFCJPA) Lower San Francisquito Creek Flood Control Project during Year 7 of monitoring. On January 8, 2020, California Regional Water Quality Control Board (RWQCB) staff required the City to amend the existing 401 Certification to address the impacts of the SFCJPA’s project on the on-site mitigation area. HT Harvey will provide a complete 401 Certification application package, evaluate the mitigation area covered under the current 401 Certification, provide a formal assessment of the mitigation area impacted by the SFCJPA project, and provide a map to document where the mitigation for the pump station was transferred within the SFCJPA mitigation project. HT Harvey will submit the application package to the City. Staff will then submit these reports directly to RWQCB for review. This work is scheduled to be completed by September 2020. The current professional services contract with HT Harvey, Contract No. S16163031, is valid through December 31, 2021, so no additional time is needed. Since an amendment to the 401 Certification permit is now required, staff requests that the contract be amended to include these services and increase the contract compensation by $9,799 in relation to those added services. Based on HT Harvey’s knowledge of the sites and the history of the project, and their experience reporting for this project, staff is requesting an exemption from competitive solicitation by Council action pursuant to PAMC 2.30.330. This contract is on the City’s professional services template, which permits the City to terminate 6 Packet Pg. 134 City of Palo Alto Page 3 without cause/for convenience by providing written notice to the contractor. In the event the City finds itself facing a challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for convenience. Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. The contract may also be temporarily suspended by written notice of the City Manager. Resource Impact Funding for the current contract and the contract increase is budgeted in the Stormwater Management Fund In-House Maintenance Budget. Policy Implications This recommendation does not represent any changes to existing City policies. Stakeholder Engagement Stakeholder engagement is not required for this contract amendment. Environmental Review The project implements a mitigation measure identified in the Mitigated Negative Declaration (MND) for the San Francisquito Creek Storm Water Pump Station Project adopted by the Director of Planning and Community Environment on April 5, 2007, in accordance with the California Environmental Quality Act (CEQA). Therefore, the project is within the scope of and consistent with the MND. Attachments: • Attachment6.a: Attachment A: Contract S16163031 Amendment No. 3 with HT Harvey 6 Packet Pg. 135 Vers.: Aug. 5, 2019 Page 1 of 10 AMENDMENT NO. 3 TO CONTRACT NO. S16163031 BETWEEN THE CITY OF PALO ALTO AND TRIPLE HS, INC., dba H.T. HARVEY & ASSOCIATES This Amendment No. 3 (this “Amendment”) to Contract No. S16163031 (the “Contract” as defined below) is entered into as of April 21, 2020 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and TRIPLE HS, INC., dba H.T. HARVEY & ASSOCIATES , a California Corporation, located at 983 University Avenue, Bldg. D, Los Gatos, CA 95032 (“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 on February 11, 2016, for professional services to assist the City with its long-term mitigation monitoring requirements mandated by regulatory permitting agencies for the San Francisquito Creek Storm Water Pump Station (“Project”); and B. The Parties now wish to amend the Contract in order to (1) increase the compensation from Fifty Four Thousand Twenty-Eight Dollars and Ninety-Four Cents ($54,028.94) to a new not to exceed amount of Sixty Three Thousand-Eight Hundred Twenty Eight Dollars ($63,828)an increase of Nine Thousand Seven Hundred Ninety-Nine dollars ($9,799.00), (2) to expand scope of services to include the tasks detailed in Exhibit “A-1” added here, as detailed in this Amendment. 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. S16163031 between CONSULTANT and CITY, dated February 11, 2016, as amended by: Amendment No.1, dated February 23, 2016, and Amendment No.2, dated November 26, 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 1, “SCOPE OF SERVICES” of the Contract is hereby amended to read as follows: 6.a Packet Pg. 136 Vers.: Aug. 5, 2019 Page 2 of 10 “CONSULTANT shall perform the Services described in the attached Exhibit “A”, Exhibit “A- 1” and Exhibit “A-2”, in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of the CITY.” SECTION 3. Section 4, “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows: “The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A”, Exhibit “A-1” and Exhibit “A-2”, including both payment for professional services and any therein-specified reimbursable expenses, shall not exceed Eight Thousand Nine Hundred Fourteen dollars ($8,914.00), per Exhibit “C” (COMPENSATION) and/or Exhibit “C-3” (COMPENSATION FOR AMENDMENT No. 3). In the event Additional Services (defined below) are authorized, the total compensation for Services, Additional Services and reimbursable expenses shall not exceed Nine Thousand Seven Hundred Ninety-Nine dollars ($9,799.00), per Exhibit “C” and/or Exhibit “C-3” as applicable. Subject to Exhibit “C” and/or Exhibit “C-3” as applicable, the applicable rates and schedule of payment are set out at Exhibit “C-1” (HOURLY RATE SCHEDULE), Exhibit “C-2” (HOURLY RATE SCHEDULE, AMENDMENT No. 2) and/ or Exhibit “C-4” (HOURLY RATE SCHEDULE FOR AMENDMENT No. 3) as applicable, each of 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” and/or Exhibit “C-3”as applicable. 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”, Exhibit “A- 1” and/or Exhibit “A-2” as applicable.” SECTION 4. Exhibits. 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-2” entitled “SCOPE OF SERVICES FOR AMENDMENT No. 3”, ADDED. b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS. c. Exhibit “C-3” entitled “COMPENSATION FOR AMENDMENT No. 3”, ADDED. d. Exhibit “C-4” entitled “HOURLY RATE SCHEDULE FOR AMENDMENT No. 3”, ADDED. 6.a Packet Pg. 137 Vers.: Aug. 5, 2019 Page 3 of 10 SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) 6.a Packet Pg. 138 Vers.: Aug. 5, 2019 Page 4 of 10 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 ____________________________ Contracts Administrator (Contract under $25k) APPROVED AS TO FORM: City Attorney or designee (Contract over $25k) Contracts Administrator (Checklist Approval) TRIPLE HS, INC, dba H.T. HARVEY & ASSOCIATES Officer 1 By: Name: Title: Attachments: Exhibit “A-2” entitled “SCOPE OF SERVICES FOR AMENDMENT No. 3” (ADDED) Exhibit “B” entitled “SCHEDULE OF PERFORMANCE” (AMENDED, REPLACES PREVIOUS) Exhibit “C-3” entitled “COMPENSATION FOR AMENDMENT No. 3” (ADDED) Exhibit “C-4” entitled “HOURLY RATE SCHEDULE FOR AMENDMENT No. 3” (ADDED) CEO Karin Hunsicker 6.a Packet Pg. 139 Vers.: Aug. 5, 2019 Page 5 of 10 EXHIBIT “A-2” SCOPE OF SERVICES FOR AMENDMENT No. 3 (ADDED) In addition to the Services detailed in Exhibit “A,”, and Tasks 1-3 detailed in Exhibit “A-1,” under this Exhibit “A-2” Scope of Services, Amendment No. 3, Consultant will complete Task 4, as detailed below. Task 4. RWQCB 401 Water Quality Certification Application Package. Consultant will prepare a water quality certification/waste discharge requirement application to submit to the Regional Water Quality Control Board (RWQCB), as an amendment to the existing certification for site number 02-43-C0554, dated June 12, 2008. The RWQCB requested that the standard new application format be used, noting that this would be amendment to the existing certification. This process will trigger generation of a California Integrated Water Quality System (CIQWS) number. The Consultants will prepare a complete application package which includes Form R2C502-E and provide additional materials, such as a project description for the work done at the pump mitigation site by the San Francisquito Creek Joint Power Authority (SFCJPA), summary of previous environmental studies, a formal assessment of impacts to the pump station mitigation site from the SFCJPA project, and a map showing specifically where mitigation for the pump station was transferred to within the SFCJPA’s larger mitigation project. The submittal will also include all copies of the CEQA documents, all correspondence with other agency staff, and project drawings from the SFCJPA’s project in this location. In addition, the RWQCB requires a processing fee for handling the application, to be paid by the City. This scope of services includes limited time for coordination with City staff and SFCJPA flood control project staff to request information and guidance. Time for one site visit or one in-person meeting with Consultant is included, as RWQCB staff may wish to visit the site during processing. Additional site visits or in person meetings can be accommodated for additional scope. The RWQCB will now require alternative analyses for projects, with the level of effort of analysis to be determined by the impact levels of the project. Because this impacts to the mitigation site encroach on RWQCB jurisdiction, we expect a moderate to low, but not non-zero level of effort will be required to document and explain the eventual preferred project was selected against other potential projects. The Consultant will submit a first-review administrative draft of RWQCB permit package to the City for review and comment. After incorporation of any changes, the package will be submitted to the RWQCB. We will maintain regular contact with the RWQCB to monitor processing of the permit application, until such time that our budget limit has been reached, at which time we anticipate the City would take over permit processing. Time has been included to respond to comments received on the draft application and to generate a final report and process the permit application, however such comments are assumed to be minor and extensive comments may require additional scope. 6.a Packet Pg. 140 Vers.: Aug. 5, 2019 Page 6 of 10 Limitations/Assumptions • The application fee will be paid by the City once it is determined during the course of application drafting. • In response to City requests, this scope of work assumes that a potentially significant amount of coordination, either with SFCJPA or the RWQCB, would be conducted directly by the City. Consultant will assist with coordination and processing up to our budget limit. Deliverables • Completed application form 401 • Associated attachment documents that provide summary of SFCJPA project impacts and mitigation assigned or available to be assigned to the pump station project. This package of materials will include project description information, history of both projects, maps, site photos, and prior permits and documents for the SFCJPA project. • Completed dredge fill fee calculator • Printed versions and submittal of hard copy via fed ex and electronic attachments via ftp server • Team and agency communications to budget limit 6.a Packet Pg. 141 Vers.: Aug. 5, 2019 Page 7 of 10 EXHIBIT “B” SCHEDULE OF PERFORMANCE, AMENDMENT No. 3 (AMENDED, REPLACES PREVIOUS) CONSULTANT shall perform the Services so as to complete each milestone within the completion by date specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the applicable notice to proceed (NTP). Milestones Completion By: Exhibit “A” Tasks: 1. Maintenance Recommendations Memo (On- & Off-site) September 30, 2016 (Completed) 2. Annual Monitoring Report (On-site) December 31, 2016 (Completed) Channel Stability Monitoring 3. Maintenance Recommendations Memo (On- & Off-site) September 30, 2017 (Completed) 4. Annual Monitoring Report (Off-site) December 31, 2017 (Completed) 5. Maintenance Recommendations Memo (On- & Off-site) September 30, 2018 (Completed) Exhibit “A-1” Tasks: Task 1a. Off-Site Conditions Memorandum January 31, 2019 (Completed) Task 1b. Vegetation Maintenance Recommendations June 30, 2019 (Completed) Task 1c. On-site Channel Stability Monitoring June 30, 2019 (Completed) Task 2a. On-site Vegetation Monitoring Year 10 September 30, 2019 (Completed) Task 2b. Off-site Vegetation Maintenance Recommendations June 30, 2020 Task 3a. Off-site Vegetation Monitoring Year 10 & Report December 31, 2020* *Report will be submitted by City to regulatory agencies in December of 2020. Consultant will remain “on call” for Additional Services to city through December 31, 2021, in case of regulatory agency further requests/orders following such agencies’ review of the report. Exhibit “A-2” Tasks: Task 4. Prepare RWQCB 401 Water Quality Certification Package September 30, 2020 6.a Packet Pg. 142 Vers.: Aug. 5, 2019 Page 8 of 10 EXHIBIT “C-3” COMPENSATION FOR AMENDMENT No. 3 (ADDED) The CITY agrees to compensate the CONSULTANT for Services detailed in Exhibit “A-2”, performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as Exhibit “C-4”, Exhibit “C-1” and/or Exhibit “C-2”, as applicable, up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Exhibit “A-2” Tasks: Task 4 $8,848.00 (Prepare RWQCB 401 Water Quality Certification Application Package) Compensation for Services under Exhibit “A-2”: Sub-total Basic Services $8,848.00 Reimbursable Expenses $66.00 Total Basic Services and Reimbursable Expenses $8,914.00 Additional Services $885.00 Maximum Total Compensation $9,799.00 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. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: $66.00. A. Travel outside the San Francisco Bay area, including transportation and meals, will be 6.a Packet Pg. 143 Vers.: Aug. 5, 2019 Page 9 of 10 reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $0 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide Additional Services (as defined in Section 4, “Not to Exceed Compensation”) of this Agreement 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 expense, for such services based on the rates set forth in Exhibit “C-1” and/or Exhibit “C-4”, as applicable. 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 any Additional Services is subject to all requirements and restrictions in this Agreement. 6.a Packet Pg. 144 Vers.: Aug. 5, 2019 Page 10 of 10 EXHIBIT “C-4” HOURLY RATE SCHEDULE FOR AMENDMENT No. 3 (ADDED) Effective January 1, 2020 The hourly rate schedule in this Exhibit “C-4” only applies to the Services provided under Exhibit “A- 2” Task 4. Principal, Plant Ecology $260 Principal, Restoration Ecology $260 Senior Restoration Ecologist $197 Restoration Ecologist $154 Plant Biologist $118 Senior GIS Analyst $145 Technical Support $94 6.a Packet Pg. 145 Certificate Of Completion Envelope Id: DA8254FCAC82470282BB6F9E62BAC0E6 Status: Sent Subject: Please DocuSign: S16163031 HTH Amend 3 Final 042020.pdf Source Envelope: Document Pages: 10 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Greg Pustelnik AutoNav: Enabled EnvelopeId Stamping: Disabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 greg.pustelnik@cityofpaloalto.org IP Address: 199.33.32.254 Record Tracking Status: Original 4/21/2020 2:38:52 PM Holder: Greg Pustelnik greg.pustelnik@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 Karin Hunsicker khunsicker@harveyecology.com CEO H. T. Harvey & Associates Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 136.24.79.111 Sent: 4/29/2020 8:41:33 AM Viewed: 4/29/2020 9:40:56 AM Signed: 4/29/2020 9:41:29 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cassie Coleman Cassie.coleman@cityofpaloalto.org Assistant City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.33.32.254 Sent: 4/29/2020 9:41:31 AM Viewed: 4/29/2020 9:43:10 AM Signed: 4/29/2020 9:46:53 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Greg Pustelnik greg.pustelnik@cityofpaloalto.org City of Palo Alto Security Level: Email, Account Authentication (None) Sent: 4/29/2020 9:46:55 AM Viewed: 4/29/2020 10:14:41 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp 6.a Packet Pg. 146 Certified Delivery Events Status Timestamp Loretta Olmos loretta.olmos@cityofpaloalto.org Administrative Associate City of Palo Alto Security Level: Email, Account Authentication (None) Using IP Address: 199.33.32.254 Sent: 4/21/2020 2:47:32 PM Viewed: 4/21/2020 3:00:14 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Dan Stephens dstephens@harveyecology.com Vice President Security Level: Email, Account Authentication (None) Sent: 4/29/2020 8:41:35 AM Viewed: 4/29/2020 8:58:57 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Vicki Thai Vicki.Thai@cityofpaloalto.org Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/29/2020 9:46:55 AM Payment Events Status Timestamps 6.a Packet Pg. 147 CITY OF PALO ALTO OFFICE OF THE CITY CLERK May 11, 2020 The Honorable City Council Palo Alto, California Adoption of a Resolution Continuing the Proclamation of Local Emergency Due to the Community Presence of the Novel Coronavirus (“Covid-19”) and Public Health Response This report will be produced on Thursday, May 7, 2020. Department Head: Beth Minor, City Clerk 7 Packet Pg. 148 Page 2 7 Packet Pg. 149 City of Palo Alto (ID # 11237) City Council Staff Report Report Type: Action Items Meeting Date: 5/11/2020 City of Palo Alto Page 1 Summary Title: Downtown In-Lieu Parking Office Ban Expiration Title: PUBLIC HEARING: Recommendation to Allow Expiration of a One-Year Ban on Office Uses Above the Ground Floor From Participating in the City’s Downtown Parking In-Lieu Program. Environmental Assessment: Exempt Pursuant to California Environmental Quality Act Guidelines Section 15601(b)(3). From: City Manager Lead Department: Planning and Development Services Recommendation Staff recommends that Council decline to adopt the attached ordinance extending a ban on commercial office uses above the ground floor from participating in the City’s downtown in-lieu parking program. This allows the ban to expire and restores the municipal code’s prior standard. Background On April 1, 2019, the City Council adopted an ordinance amending the municipal code to enact several new housing policies. Included in this ordinance was a new, temporary ban, that precludes commercial office uses above the ground floor from participating in the City’s downtown in-lieu parking program. When enacting the ban, the City Council directed the Planning and Transportation Commission (PTC) to study the interaction between the City’s parking policy on housing production and return to the Council in one year with recommendations. As stated in a February 3rd report to Council regarding an update on the City’s housing workplan, staff noted then they were unable to schedule this item for PTC review within the Council-directed timeframe due to staff vacancies in the long-range planning program and with available resources advancing other Council priorities. To extend this temporary ban another year and enable this policy discussion, the City Council would need to adopt the attached 8 Packet Pg. 150 City of Palo Alto Page 2 ordinance; the ban is set to expire on May 1, 2020. However, in light of recent circumstances associated to the coronavirus pandemic and subsequent public health and economic impacts, staff recommends this ban be allowed to expire restoring the municipal code to its prior (April 1, 2019) standard allowing all commercial uses to continue participating in the in-lieu parking program. Discussion Downtown Palo Alto has seen little housing development in recent years. Office rental rates in this area are among the highest in the nation and the return on commercial office investment far outpaces any return on residential housing. Historically, there has been little incentive for a downtown property owner to redevelop their property into housing. Enacting the ban on commercial office spaces from participating in the City’s in-lieu parking program was seen, when combined with the housing policies enacted last year, as a possible strategy to begin to tip the balance toward home production and away from office development. Participation in the in-lieu parking program allows developers to pay a fee toward future downtown parking that serves the district instead of placing those parking spaces onsite. There are a number of reasons why in-lieu parking is beneficial from an urban design perspective, public parking implementation strategy and, for property owners redeveloping property, an economic perspective. Conversely, there has also been some public criticism of the in-lieu parking program and staff acknowledges there is controversy regarding how this policy has been implemented over the past two decades. Moreover, until recently, the in-lieu fee cost per parking space was well below current construction costs, which meant the City was not receiving the full amount to actually build those spaces in the future. With construction of the California Avenue area public parking garage, the fee has been since been adjusted and is more in line with today’s costs (current fee: $106,171 / space). Despite the ban, there have been no new applications for housing development downtown and there has been no new commercial development that was not previously approved or exempted from the ban. There are likely many factors that influence the lack of development, including opportunity, construction costs, and time it takes to design an application for submittal, but the regulatory uncertainty associated with a temporary ban is also likely a significant factor. The in-lieu parking ban was intended to pause commercial development while the PTC and Council had an opportunity to consider changes to its housing policies to promote more home building. This discussion has not started and, once started, it is unlikely to conclude in the near future because of the City’s need to respond to the coronavirus outbreak. Meanwhile, the City 8 Packet Pg. 151 City of Palo Alto Page 3 still maintains controls on office development including a 50,000 square foot cap per year in the Downtown, California Avenue area and along El Camino Real. In five years, Downtown has had a net increase of about 18,000 square feet of new office. Prior to the County’s shelter in place order, staff was preparing to send a draft ordinance to the PTC extending the ban, which expires on May 1, for one year. Since the public health order, and to preserve the Council’s ability to extend the ban if desired, staff recommends invoking a provision of the municipal code (PAMC Section 18.18.090) that allows the Council to temporarily amend the zoning code when necessary for the public health, safety or welfare. This action allows the Council to act on the ordinance without requiring PTC review. While initially supportive of extending the ban to allow for a discussion with the PTC, staff now recommends the ban be allowed to lapse and, in essence, restore the municipal code standard that had existed previously – allowing commercial office to participate in the in-lieu parking program. There are several reasons staff supports this direction: • The shelter in place order has exacted a significant toll on the local, regional and global economy. Discouraging redevelopment of commercial property at this time when there are other sufficient policies in place that implement community values to limit office development and associated impacts appears unwarranted. • The ban creates uncertainty for downtown property owners and developers who are unable or unwilling to move forward on projects until their ability to participate in the in-lieu parking program is resolved. • Among all the land use and housing priority assignments directed to staff, this discrete ban is one of the least impactful and may actually discourage home building in mixed use projects downtown. • Staff vacancies in the long-range planning program reported in February have not resolved. And, while interviews were about to commence, hiring these positions is now uncertain. The limited long-range planning resources that existed prior to the shelter in place order are further constrained as the City continues to respond to the coronavirus pandemic. • The concern that in-lieu parking disincentivizes home building is now off-set by the City Council’s willingness to consider housing-related planned community zoning – housing projects may be more competitive with office because zoning concessions such as adjustments to floor area, parking and height are now available. Staff proposes retaining the broader policy discussion on the housing workplan to evaluate how parking policy influences home building and can tie this discussion to other direction received from Council to evaluate the appropriate balance of commercial to residential floor area and possible adjustments to the hotel floor area ratio. 8 Packet Pg. 152 City of Palo Alto Page 4 If a majority of the Council determines a ban on commercial office participation in the in-lieu parking program is necessary, a motion to adopt the attached ordinance is appropriate. Otherwise, no action is required to allow the ban to expire on May 1. Summary of Key Issues The City Council enacted a temporary (one year) ban prohibiting Downtown property owners and developers from participating in the City’s in-lieu parking program for commercial office uses above the ground floor. In this report, Council is being asked to decide to continue the ban or allow it to lapse. Policy Implications Lifting the ban may encourage more downtown property owners to redevelop their property, which may result in net new office floor area. Secondarily, it may also encourage more more housing production. The recommendation in this report is not anticipated to result in any significant increase in commercial development activity. However, much is unknown at this time due to the present public health and economic impacts associated with the coronavirus. Resource Impact This action has no significant budget or fiscal impact. It will likely result in additional contributions to the City’s in-lieu parking fund as Downtown properties redevelop, but amounts and timing are unknown. Timeline If no action is taken, the ban prohibiting commercial office above the first floor will lapse on May 1, 2020. If the ordinance is adopted, extending the ban, staff would return in a few weeks with a second reading of the ordinance; this ordinance would be effective on the 31st day following adoption. There would be a brief lapse in the regulation from May 1st to the new effective date, but this is anticipated to be inconsequential as there are no pending applications that would be subject to this ordinance. Stakeholder Engagement Internal coordination with applicable city staff and departments was held for this specific report and ordinance. Environmental Review The staff recommendation to allow the temporary ban to expire is exempt from the California Environmental Quality Act (CEQA) because CEQA does not apply to project denial. Alternatively, if the Council elects to adopt the attached, ordinance, the environmental effects 8 Packet Pg. 153 City of Palo Alto Page 5 of temporarily banning in-lieu parking, along with other elements of the Housing Work Plan, were analyzed in the Final EIR for the Comprehensive Plan Update, which was certified and adopted by Council Resolution No. 9720.. Attachments: Attachment8.a: Attachment A - Amending PAMC Section 18.18.090 Parking and Loading (PDF) 8 Packet Pg. 154 *NOT YET APPROVED* 20200330_ay_016_0160023 1 Ordinance No. ____ Ordinance of the Council of the City of Palo Alto Amending Section 18.18.090 (Parking and Loading) of Chapter 18.18 (Downtown Commercial District) of Title 18 (Zoning) of the Palo Alto Municipal Code (PAMC) to Temporarily Extend Ineligibility of Certain Uses to Participate in the University Avenue In-Lieu Parking Program The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Findings and declarations. The City Council finds and declares as follows: A. The City of Palo Alto (City) is a job center with among the highest housing prices and greatest jobs to housing imbalances in the Bay Area, resulting in a housing shortage that threatens the city’s prosperity, diversity, stability, environment, quality of life, and community character. B. A variety of policies result in incentives for office development over housing, including the availability of the University Avenue In-Lieu Parking Program. C. On April 1, 2019, the Palo Alto City Council adopted Ordinance 5460, which included a temporary ban on participation in the University Avenue In-Lieu Parking Program for certain uses, pending further study and recommendation from the Planning and Transportation Commission (PTC). D. Additional time is required for the City staff and the PTC to develop a recommendation regarding permanent changes to the University Avenue Parking In-Lieu Program. E. On March 4, 2020, California Governor Gavin Newsom declared a State of Emergency due to the threat of Coronavirus Disease 2019 (COVID-19). F. On March 16, 2020, the public health officers for the six Bay Area counties, including Santa Clara County, took the unprecedented and dramatic step of issuing “shelter-in- place” orders directing county residents to shelter at home for three weeks beginning March 17 (the Shelter-in-Place Order). The Order limits activity, travel, and business functions to only the most essential needs. G. In an effort to reduce the spread of COVID-19, the City has cancelled several meetings of the PTC in March and April 2020, eliminating opportunities for PTC consideration prior to the expiration of the initial temporary ban on May 1, 2020. 8.a Packet Pg. 155 *NOT YET APPROVED* 20200330_ay_016_0160023 2 H. Pursuant to Palo Alto Municipal Code section 18.80.090, the public health, safety, and welfare require that the temporary ban on participation in the University Avenue In-Lieu Parking Program be temporarily extended to maintain the status quo pending further study by City Staff and the PTC. SECTION 2. Subdivision (d) of Section 18.18.090 (Parking and Loading) of Chapter 18.18 (Downtown Commercial (CD) District) of Title 18 (Zoning) is hereby amended to read as follows: 18.18.090 Parking and Loading [. . .] (d) In-lieu Parking Provisions In connection with any expansion of the supply of public parking spaces within the CD commercial downtown district, the city shall allocate a number of spaces for use as "in- lieu parking" spaces to allow development to occur on sites which would otherwise be precluded from development due to parking constraints imposed by monetary contribution to the city to defray the cost of providing such parking. Contributions for each required parking space shall equal the incremental cost of providing a net new parking space in an assessment district project plus cost for the administration of the program, all as determined pursuant to Chapter 16.57 of Title 16 of this code, by the director of planning and community environment, whose decision shall be final. Only sites satisfying one or more of the following criteria, as determined by the director of planning and community environment, shall be eligible to participate in the in-lieu parking program: (1) Construction of on-site parking would necessitate destruction or substantial demolition of a designated historic structure; (2) The site area is less than 10,000 square feet, but of such an unusual configuration that it would not be physically feasible to provide the required on-site parking; (3) The site is greater than 10,000 square feet, but of such an unusual configuration that it would not be physically feasible to provide the required on-site parking; (4) The site is located in an area where city policy precludes curb cuts or otherwise prevents use of the site for on-site parking; or (5) The site has other physical constraints, such as a high groundwater table, which preclude provision of on-site parking without extraordinary expense. 8.a Packet Pg. 156 *NOT YET APPROVED* 20200330_ay_016_0160023 3 Office uses above the ground floor shall not be eligible to participate in the in-lieu parking program for one year two years from the effective date of Ordinance No. 5460, from May 2, 2019 through May 1, 2020 2021. [. . .] SECTION 3. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the Ordinance would be subsequently declared invalid or unconstitutional. SECTION 4. The Council finds that the potential environmental impacts related to the Housing Workplan Ordinance, including the amendments enacted herein were analyzed in the Final EIR for the Comprehensive Plan Update, which was certified and adopted by the Council by Resolution No. 9720 on November 13, 2017. This Ordinance is consistent with and implements the program evaluated in the EIR. /// /// /// /// /// /// /// /// /// /// /// /// 8.a Packet Pg. 157 *NOT YET APPROVED* 20200330_ay_016_0160023 4 SECTION 5. This Ordinance shall be effective on the thirty-first date after the date of its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: NOT PARTICIPATING: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Assistant City Attorney City Manager ____________________________ Director of Planning & Development Services 8.a Packet Pg. 158 City of Palo Alto (ID # 11299) City Council Staff Report Report Type: Action Items Meeting Date: 5/11/2020 City of Palo Alto Page 1 Summary Title: Reduction of Human Relations Commission and Public Art Commission Members from Seven to Five Title: Staff Recommends that the City Council Discuss and Direct Staff to Reduce to the Number of Human Relations Commission and Public Art Commission Members from Seven to Five and Reopen Recruitment for Five- Member Commissions From: City Manager Lead Department: Community Services Recommendation Staff recommends that the City Council: 1. Discuss and direct staff to reduce to the number of Human Relations Commission and Public Art Commission members from seven to five by bringing an ordinance to Council (on Consent) making those changes in the Palo Alto Municipal Code; and 2. Direct staff to reopen recruitment for the Human Relations Commission and Public Art Commission at five members each. Background Public Art Commission The Public Art Commission (PAC) is currently a seven-member body appointed by the City Council. Commissioner terms are for three years. Members of PAC either shall be members of the architectural review board or shall be professional visual artists, professional visual arts educators, professional visual arts scholars, or visual arts collectors whose authorities and skills are known and respected in the community and, whenever feasible, who have demonstrated an interest in, and have participated in, the arts program of the city (Municipal Code Section 2.18.020). The Commission meets once per month. The duties of PAC are described in Section 2.26.030 of the Palo Alto Municipal Code and are primarily related to art in public places and include the following: 1. To advise the city in matters pertaining to the quality, quantity, scope, and style of art in public places; 9 Packet Pg. 159 City of Palo Alto Page 2 2. To periodically review, at least once a year, the capital improvement program with the director of arts and culture and such other members of the city staff as may be appropriate for inclusion of works of art in various projects; 3. To devise methods of selecting and commissioning artists with respect to the design, execution, and placement of art in public places and, pursuant to such methods, to advise the director of arts and culture on the selection and commissioning of artists for such purposes; 4. To advise the city regarding the amounts to be expended on art in public places; 5. To advise and assist the director of arts and culture in obtaining financial assistance for art in public places from private, corporate, and governmental sources; 6. To review plans for the installation of art in public places; 7. To review the inventory of art in public places and to advise the city in matters pertaining to the maintenance, placement, alteration, sale, transfer, ownership, and acceptance or refusal of donations of, and other mailers pertaining to, art in public places; 8. To recommend the retention of consultants, consistent with the city's consultant selection procedures, to assist the city in making decisions concerning the art in public places program; 9. To advise the city on such other matters pertaining to the art in public places program as may be appropriate; 10. To advise and assist private property owners who desire such advice and assistance regarding the selection and installation of works of art to be located on their property in the public view; 11. To act as a liaison between local artists and private property owners desiring to install works of art on their private property in public view; 12. To give recognition to, and to maintain, an inventory of meritorious works of art in the public view; 13. To endeavor to preserve works of art in the public view deemed to be meritorious by the public art commission through agreements with the property owner and/or the artist. Human Relations Commission The Human Relations Commission (HRC) is currently a seven-member body appointed by the City Council. Commissioner terms are for three years. The Commission meets once per month. The HRC has jurisdiction over any human relations matter when the commission finds that any person or group does not benefit fully from public or private opportunities or resources in the community or is unfairly or differently treated due to factors of concern to the commission. Factors of concern to the commission include, but are not limited to, socioeconomic class or status, physical condition or handicap, married or unmarried state, emotional condition, intellectual ability, age, sex, sexual preference, gender identity, race, cultural characteristics, ethnic background, ancestry, citizenship, and 9 Packet Pg. 160 City of Palo Alto Page 3 religious, conscientious or philosophical belief (Municipal Code 2.22.050). The HRC makes recommendations on funding to partner organizations through the Human Services Resource Allocation Process, emerging needs grants and Community Development Block Grant program. Discussion At the April 20, 2020 City Council meeting, the Council discussed Spring 2020 Commission recruitment for the Public Art Commission, Human Relations Commission and Utilities Advisory Commission. The City Clerk’s Office conducted an open recruitment for positions that expire on May 31, 2020. Both the PAC and the HRC had low applicant response rates. Five applications were received for four of seven PAC members who have terms that expire on May 31, 2020. Two of seven HRC members have terms that expire on May 31, 2020. One position has been vacant since December 2019 due to a resignation of a Commissioner prior to their term ending. The most recent recruitment resulted in one applicant for the three vacancies. The Council discussed the low response rate to the recruitment for both the PAC and HRC and directed staff to return, as soon as possible, with options for reducing the PAC and HRC to fewer members and then reopen the recruitment for both Commissions. The Council will continue with interviews for the Utilities Advisory Commission. Staff liaisons to the two Commissions discussed the pros and cons of reducing Commission size. Overall, staff is supportive of reducing the size of both Commissions from seven to five members. The primary concerns raised include: a less diverse representation of the community on the commissions; fewer number of commissioners required to make a quorum resulting in fewer number needed to approve or reject a motion; and ensuring that there is consistent attendance at meetings so a quorum is present. If the membership is reduced to five, well-established practices of both commissions will need to be reviewed and revised, if necessary, to ensure compliance with the Brown Act and City policies. Policy Implications Approval of this action will require amendments to Municipal Code Sections 2.18.010 and 2.18.040 for the Public Art Commission, and Sections 2.22.010 and 2.22.030 for the Human Relations Commission. If Council approves this action, staff will bring back an ordinance on Consent. Stakeholder Engagement Staff liaisons to the Public Art Commission and Human Relations Commission were consulted to identify any issues that may result from this change. Environmental Review This action is not considered a Project as defined by the California Environmental Quality Act (CEQA). 9 Packet Pg. 161 SCHEDULE of MEETINGS THIS IS A COURTESY NOTICE ONLY. MEETING DATES, TIMES, AND LOCATIONS ARE SUBJECT TO CHANGE. PLEASE CHECK THE POSTED AGENDA ON-LINE OR AT KING PLAZA IN FRONT OF CITY HALL FOR THE MOST CURRENT INFORMATION. Almost all Palo Alto Council and some Standing Committee meetings are cablecast live on Channel 26. If there happens to be concurrent meetings, one meeting will be broadcast on Channel 29. The agendas for most meetings can be accessed by clicking on “Agendas/Minutes/Reports” on the home web page. Persons with disabilities who require auxiliary aids or services in using City facilities or programs, or who would like information on the City’s compliance with the Americans with Disabilities Act (ADA) of 1990, may contact: ADA Coordinator, City of Palo Alto, 650-329-2550 (voice) or 329-1199 (TDD), ada@cityofpaloalto.org. Listening assistive devices are available in the Council Chambers. Sign language interpreters will be provided upon request with 72 hours advance notice. Please advise the City Clerk's Office (650-329-2571) of meetings or changes by 3:00 p.m. on Wednesdays for inclusion in the following week’s schedule. 4/29/2020 MONDAY, MAY 4 Sp. City Council Meeting, Virtual, 5:00 PM TUESDAY, MAY 5 Finance Committee Meeting, Virtual, 7:00 PM THURSDAY, MAY 7 Architectural Review Board Meeting, Virtual, 8:30 AM MONDAY, MAY 11 Sp. City Council Meeting, Virtual, 5:00 PM TUESDAY, MAY 12 Sp. City Council Meeting, Virtual, 1:00 PM - Budget Meeting WEDNESDAY, MAY 13 Sp. City Council Meeting, Virtual, 1:00 PM - Budget Meeting Storm Water Management Oversight Committee Meeting, Virtual, 1:00 PM Planning & Transportation Commission Meeting, Virtual, 6:00 PM THURSDAY, MAY 14 Historic Resources Board Meeting, Virtual, 8:30 AM MONDAY, MAY 18 City Council Meeting, Virtual, 6:00 PM TUESDAY, MAY 19 Finance Committee Meeting, Virtual, 7:00 PM WEDNESDAY, MAY 20 Sp. Utilities Advisory Commission Meeting, Virtual, 9:00 AM THURSDAY, MAY 21 Sp. City School Liaison Committee Meeting, Virtual, 8:30 AM Architectural Review Board Meeting, Virtual, 8:30 AM TUESDAY, MAY 26 Sp. City Council Meeting, Virtural, 1:00 PM - Budget Meeting WEDNESDAY, MAY 27 Planning & Transportation Commission Meeting, Virtual, 6:00 PM a Packet Pg. 162 April 30, 2020 OFFICE OF THE CITY CLERK Tentative Agendas 1 ALL MEETINGS WILL BE VIRTUAL THROUGH MAY 30, 2020 MONDAY MAY 18, 2019 CITY COUNCIL MEETING ACTION Approval of Eight On-Call Consulting Contracts Totaling $1.5 Million over a Four-Year Term to Provide Expertise for Long Range Planning Projects, Application Processing, and Environmental Review in the Department of Planning & Development Services TUESDAY, MAY 19, 2019 FINANCE COMM. MEETING THURSDAY, MAY 21, 2019 CITY/SCHOOL LIAISON MEETING TUESDAY, MAY 26, 2019 SP. CITY COUNCIL MEETING @ 1:00 PM FINAL BUDGET MEETING MONDAY JUNE 1, 2020 CITY COUNCIL MEETING @ 6:00 PM STUDY SESSION Safe Routes to School ACTION Newell Road Bridge Replacement Project a Packet Pg. 163 City of Palo Alto (ID # 11007) City Council Staff Report Report Type: Informational Report Meeting Date: 5/11/2020 City of Palo Alto Page 1 Summary Title: Investment Activity Report Title: City of Palo Alto Investment Activity Report for the Third Quarter, Fiscal Year 2020 From: City Manager Lead Department: Administrative Services Coronavirus Pandemic, Interest Rates and Investment Yields The U.S. economy has lost jobs at a rate never seen before. As of the writing of this report there have been around 26.5 million jobless claims and the U.S. unemployment rate is over 17 percent with a forecast of up to 30 million lost jobs and unemployment rate up to 23 percent. This compares to a natural disaster on a national and global scale. Though the coronavirus pandemic has negatively impacted U.S. Treasury and other City authorized investments (e.g. municipal bonds, negotiable certificates of deposits, etc.) yields, the declining interest rate trend, as shown in the below table, began over a year ago. Due to the City’s laddered portfolio and prudent investments, the decline in the average of Palo Alto’s portfolio yield is significantly less than the average two and five-year U.S. Treasury note declines. The City’s portfolio yield is expected to further decline as maturing or called securities are reinvested in lower yielding investments and more cash is retained to increase liquidity during this evolving crisis. Packet Pg. 164 City of Palo Alto Page 2 Fiscal Year Quarter Avg. 2 yr. Treasury Note Rate Chg. Over Prior Quarter Avg. 5 yr. Treasury Note Rate Chg. Over Prior Quarter Palo Alto's Avg. Portfolio Yield Chg. Over Prior Quarter FY 2019 Q1 2.66%2.80%2.17% FY 2019 Q2 2.80%0.14%2.88%0.08%2.29%0.12% FY 2019 Q3 2.49%(0.31%)2.47%(0.41%)2.36%0.07% FY 2019 Q4 2.12%(0.37%)2.12%(0.35%)2.38%0.02% FY 2020 Q1 1.68%(0.44%)1.63%(0.49%)2.35%(0.03%) FY 2020 Q2 1.59%(0.09%)1.62%(0.01%)2.11%(0.24%) FY 2020 Q3 *1.10%(0.49%)1.16%(0.46%)1.89%(0.22%) Total Yield Decline (1.56%)(1.64%)(0.28%) * Coronavirus Pandemic U.S. Treasury Note and Palo Alto's Portfolio Yields 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 third quarter ending March 31, 2020 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. Packet Pg. 165 City of Palo Alto Page 3 U.S. Treasury 1.9% U.S. Agency 47.4% U.S. Municipal/State 29.2% Negotiable CD 8.0% U.S. Corporate 3.5% Supranational 4.9% Liquid Accts. 5.1% Graph 1: Investments by Type -$544.5M (Par Value) The par value of the City’s portfolio is $544.5 million; in comparison, last quarter it was $535.3 million. The $9.2 million portfolio growth since the last quarter primarily results from timing of cash flows. Contributing factors include lower payroll costs in the third quarter due to an extra pay period in the second quarter, property taxes receipts 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 $6.2 million. The portfolio consists of $27.6 million in liquid accounts and $516.9 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 $124.3 million in investments maturing in less than two years, comprising 22.8 percent of the City’s investment portfolio. In addition, the Investment Policy allows up to 30 percent of the portfolio to be invested in securities with maturities beyond five years; actual at the end of the second quarter is 29.9 percent of the portfolio. Packet Pg. 166 City of Palo Alto Page 4 Table 1: Up to 1 Year 1 to 2 Years 2 to 3 Years 3 to 5 Years Over 5 Years Portfolio Total * % of Portfolio U.S. Treasury -$ 1.5$ 9.0$ -$ -$ 10.5$ 1.9% U.S. Agency Bonds 38.4 23.1 42.1 71.5 82.9 258.0 47.4% U.S. Municipal/ State Bonds 10.2 24.1 16.2 28.7 79.8 159.0 29.3% Negotiable Certificates of Deposits (NCD)5.9 8.9 11.6 16.9 0.2 43.5 8.0% U.S. Corporate Bonds 6.6 5.6 - 6.9 - 19.1 3.5% Supranational Organizations Bonds - - 3.0 23.8 - 26.8 4.9% Liquid Accounts (LAIF & Fidelity)27.6 - - - - 27.6 5.1% Grand Total 88.7$ 63.2$ 81.9$ 147.8$ 162.9$ 544.5$ 100% % of Portfolio 16.3%11.6%15.0%27.1%29.9%100.0% * $66.9 million or 12.3 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 102.0 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 4.12 years compared to 3.81 years last quarter. Investments Made During the Third Quarter During the third quarter, $120.9 million of securities with an average yield of 2.4 percent matured. During the same period, per Table 2 below, government securities totaling $142.8 million with an average yield of 1.9 percent were purchased. The expectation is interest rates and the City’s portfolio’s average yield will decline. The City’s short-term money market and pool account decreased by $12.7 million compared to the second quarter. Staff continually monitors the City’s short-term cash flow needs and adjusts liquid funds to meet them. Packet Pg. 167 City of Palo Alto Page 5 Table 2: Up to 1 Year 1 to 2 Years 2 to 3 Years 3 to 5 Years Over 5 Years Portfolio Total * % of Purchase U.S. Agency Bonds -$ -$ 1.5$ 42.4$ 62.4$ 106.3$ 74.4% U.S. Municipal/ State Bonds 1.0 - 0.5 2.8 21.7 26.0 18.2% Negotiable Certificates of Deposits (NCD)- - 0.7 4.7 0.2 5.6 3.9% U.S. Corporate Bonds - 0.8 - 1.8 - 2.6 1.8% Supranational Organizations Bonds - - - 2.3 - 2.3 1.6% Grand Total 1.0$ 0.8$ 2.7$ 54.0$ 84.3$ 142.8$ 100% % of Purchase 0.7%0.6%1.9%37.8%59.1%100.1% * $5.7 million or 4.1 percent are in investments that support Environmental, Social, and Governace (ESG) Activities (aka "Green" and Supranational Bonds) Investment Type 2019 Q3 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 $266.5 million and expenditures will be $304.9 million over the next six months, indicating an overall decline in the portfolio of $38.4 million. Most of the expected decline is attributable to pre-paying a portion of the Fiscal Year 2021 Public Employers’ Retirement System’s (PERS) employer contribution of $33.5 million, representing the City’s unfunded accrued liability (UAL) lump-sum payment for FY 2021. By prepaying PERS instead of making payments with each payroll period, the City is expected to save $1.2 million in pension expense by pre-paying the UAL; however, the savings will be offset by the loss of approximately $0.3 million in interest income in the City’s investment portfolio. This result in net citywide savings of $0.9 million because of PERS’ expected ability to earn interest earlier and at a higher rate than the City could realize. Without this prepayment, the portfolio’s expected to decrease by $4.9 million. With the forecasted revenue losses due to the coronavirus, this decline may appear small, but this forecast reflects the net declines in both revenues and expenditures and reimbursement of $29.4 million for the California Avenue Parking Garage construction from the 2019 Certificate of Participation bonds. As of March 31, 2020, the City had $27.6 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 $22.8 million will mature between April 1, 2020 and September 30, 2020. In addition, a bond reimbursement receipt of $29.4 million is expected. 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. Packet Pg. 168 City of Palo Alto Page 6 Compliance with City Investment Policy During the third 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 third quarter was $3.1 million. As of March 31, 2020, the yield to maturity of the City’s portfolio was 2.17 percent. In the third quarter, LAIF’s average yield was 1.89 percent while the average yield on the two-year and five-year Treasury bonds was approximately 1.10 percent and 1.16 percent, respectively. As stated in the last two reports, 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-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 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 the last year; 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, mostly in 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. Packet Pg. 169 City of Palo Alto Page 7 5.79% 4.19%City of Palo Alto 4.41% 2.91% 1.93% 2.17% 2 Yr. Treasury 5 Yr. Treasury 1.2% LAIF 1.89% $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’s portfolio duration is 4.12 years. Yield Trends The Federal Open Market Committee (FOMC) did its first emergency and unscheduled federal fund rate cut, since 2008, by 0.50 percent (aka 50 basis points) to 1.0 percent in March 2020. The below Table 3 shows this and past such rate cuts. The FOMC cited “the coronavirus poses evolving risks to the economic activity” and has “harmed communities and disrupted economic activity in many countries, including the United States.”. This was the fourth rate cut in calendar year 2019 and 2020. In addition to the rate cut, the FOMC is prepared to further support the flow of credit to households and businesses and continue to foster strong growth and price stability (aka inflation) by increasing its holdings in Treasury and federal agency securities. The FOMC expectation is future federal fund rate changes will be dependent on economic data, including global developments and inflation movements. Table 3: Emergency FOMC Rate Cuts (2001-2020) # Date Size of Cut Event 1 Jan. 2001 0.50% Dotcom Bubble 2 Apr. 2001 0.50% Weak Economy 3 Sept. 2001 0.50% 9/11 Terrorist Attack 4 Aug. 2007 0.75% Housing Bubble Packet Pg. 170 City of Palo Alto Page 8 5 Jan. 2008 0.50% Stock Market Crash 6 Oct. 2008 0.50% Lehman Collapse 7 Mar. 2020 0.50% Coronavirus Pandemic Source: Piper Sandler and Federal Reserve 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 ID # 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 March 31, 2020. 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 ID # 7553. Through November 30, 2019, principal investment contributions of $17.73 million have grown to $17.79 million and the net return for one year has been 0.65 percent. For the third quarter (Jan. to March 2020) this trust realized a $1.1 million loss. Resource Impact This is an information report and has no resource impact. Environmental Review This information report is not a project under the California Environmental Quality Act; therefore, an environmental review is not required. Attachments: • Attachmenta: Attachment A Consolidated Report of Cash Management • Attachmentb: Attachment B Investment Portfolio • Attachmentc: Attachment C Investment Policy Compliance Packet Pg. 171 Book Value Market Value City Investment Portfolio (see Attachment B)552,114,888$ 562,906,658$ Other Funds Held by the City Cash with Wells Fargo Bank 929,392 929,392 (includes general and imprest accounts) Cash with US Bank 11,398,580 11,398,580 (includes general and imprest accounts) Petty/Working Cash 12,478 12,478 Total - Other Funds Held By City 12,340,450 12,340,450 Funds Under Management of Third Party Trustees * Debt Service Proceeds US Bank Trust Services **1995 Utility Revenue BondsDebt Service Fund 3 3 1999 Utility Revenue Bonds Debt Service Fund 61 61 2007 Utility Revenue Bonds Debt Service Fund 14 14 2009 Water Revenue Bonds (Build America Bonds) Debt Service and Reserve Funds 2,597,367 2,597,367 2010 General Obligation (Library) Bond Debt Service and Escrow Funds 2,355,180 2,355,180 2011 Utility Revenue Refunding BondsDebt Service and Reserve Funds 1,460,498 1,460,498 2012 University Ave. Parking Refunding BondsReserve and Escrow Funds 1,785,985 1,785,985 2013 General Obligation (Library) BondEscrow Funds 3,061,560 3,061,560 2018 Capital Improvement (Golf Course & 2002B COP Refinance) (Taxable- Green Bond) Certificates of Participation Debt Service and Cost of Issuance Funds 18,205 18,205 2019 California Avenue Parking Garage Certificates of Participation (Tax-Exempt and Taxable Bonds) Construction and Cost of Issuance Funds 42,606,695 42,606,695 California Asset Management Program (CAMP) *** 2012 University Ave. Parking Refunding BondsReserve Fund 2,696,320 2,696,320 2013 General Obligation (Library) BondReserve Fund 596,748 596,748 Public Agencies Post-Employment Benefits Trust **** Public Agency Retirement Services (PARS) (As of Nov. 2019) 17,785,386 17,785,386 Total Under Trustee Management 74,964,022 74,964,022 GRAND TOTAL 639,419,359$ 650,211,129$ * 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 Attachm Third Quarter, Fiscal Year 2019-20 (Unaudited) Consolidated Report of Cash Management City of Palo Alto Cash and Investments a Packet Pg. 172 City of Palo Alto City of Palo AltoAdministration Svcs. Dept.250 Hamilton Ave., 4th FloorPalo Alto, CA 94301(650)329-2362 March 31, 2020 Fund ALL - Portfolio Listings Investments by Fund Par Value Days ToMaturityMaturityDateCurrentRateMarket ValueCUSIPInvestment # Issuer PurchaseDate Book Value YTM360 YTM365 LAIF & Fidelity Cash Accounts Fidelity Investments158 3,107,525.08SYS158 10.26007/01/2018 3,107,525.08 0.256 0.2603,107,525.08 Local Agency Investment Fund159 24,470,317.84SYS159 11.73007/01/2018 24,513,637.59 1.706 1.73024,470,317.84 Subtotal and Average 27,577,842.92 27,577,842.92 27,621,162.67 1.543 1.564 1 Negotiable Certificates of Deposits Comenity Capital Bank1959 NCD 245,000.0020033AM86 10/30/2023 1,3073.45010/30/2018 261,841.30 3.404 3.451245,000.00 American Federal Bank1476 NCD 245,000.0002600ADE4 09/30/2022 9122.45009/30/2015 251,316.10 2.418 2.451245,000.00 Allegiance Bank - Texas1844 NCD 245,000.0001748DAW6 09/29/2022 9112.05009/29/2017 248,907.75 2.022 2.051245,000.00 Alpine Bank1525 NCD 245,000.0002082CBG4 08/16/2023 1,2322.40002/16/2016 245,450.80 2.367 2.400245,000.00 American City Bank1692 NCD 245,000.00025140BC7 03/30/2021 3631.45009/30/2016 245,369.95 1.429 1.449245,000.00 American Eagle Bank2124 NCD 249,000.0002554BCN9 05/23/2022 7822.10009/27/2019 252,871.95 1.869 1.895250,063.01 American National Bank1766 NCD 245,000.0002772JAC4 08/04/2021 4902.05004/04/2017 247,499.00 2.023 2.051245,000.00 Anchor D Bank2115 NCD 245,000.00033034AJ8 09/30/2024 1,6431.95009/30/2019 245,200.90 1.923 1.950245,000.00 Aneca Federal Credit Union2298 NCD 249,000.00034577AN6 03/20/2025 1,8141.10003/20/2020 243,658.95 1.085 1.100249,000.00 American State Bank OSCE1805 NCD 245,000.00029733BX9 05/30/2024 1,5202.30005/30/2017 252,830.20 2.270 2.301245,000.00 American Express Centurion Bk1986 NCD 245,000.0002589AA28 12/04/2023 1,3423.55012/04/2018 263,061.40 3.501 3.550245,000.00 Bankers Bank1776 NCD 245,000.0006610RAM1 04/19/2021 3831.90004/19/2017 246,651.30 1.875 1.901245,000.00 Bank of Wisconsin Dells1696 NCD 245,000.00065847DH5 10/12/2021 5591.50010/12/2016 245,387.10 1.480 1.500245,000.00 Texas Exchange Bank2158 NCD 245,000.0088241TFS4 12/06/2024 1,7102.00011/22/2019 245,149.45 1.974 2.001245,000.00 Bank of Deerfield1396 NCD 245,000.00061785CM1 09/30/2020 1822.20009/30/2014 246,403.85 2.171 2.201245,000.00 Bank West1472 NCD 245,000.00063615AX6 09/16/2022 8982.25009/16/2015 250,056.80 2.220 2.251245,000.00 Apex Bank1693 NCD 245,000.0003753XAN0 09/30/2022 9121.70009/30/2016 246,803.20 1.676 1.700245,000.00 Century Next Bank2074 NCD 245,000.00156634AY3 08/30/2024 1,6121.70008/30/2019 246,874.25 1.678 1.701245,000.00 BMO Harris Bank1783 NCD 245,000.0005581WNY7 10/28/2022 9402.25004/28/2017 245,232.75 2.220 2.251245,000.00 BMW Bank of North America1807 NCD 245,000.0005580AJK1 06/16/2020 761.85006/16/2017 245,453.25 1.824 1.850245,000.00 Beneficial Bank1680 NCD 245,000.0008173QBR6 09/13/2021 5301.50009/12/2016 245,614.95 1.479 1.500245,000.00 BankFirst1767 NCD 245,000.0006644QAA9 04/13/2022 7422.00004/13/2017 248,180.10 1.973 2.001245,000.00 Bofi Federal Bank1382 NCD 100,000.0009710LAE5 08/08/2022 8592.35008/25/2014 100,141.00 2.592 2.62899,408.61 Border State Bank2121 NCD 245,000.00099703FV7 10/11/2024 1,6541.95010/11/2019 245,281.75 1.923 1.950245,000.00 Banco Poplar North America1478 NCD 245,000.0005965GVP8 10/07/2020 1892.25010/07/2015 246,511.65 2.219 2.250245,000.00 Bridgewater Bank Bloom MN2099 NCD 245,000.00108622JA0 09/25/2023 1,2721.80009/25/2019 245,139.65 1.775 1.800245,000.00 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a Attachment Bb Packet Pg. 173 March 31, 2020 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 Balboa Thrift & Loan1984 NCD 245,000.0005765LAW7 11/30/2022 9733.25011/30/2018 256,745.30 3.207 3.252245,000.00 Business Bank1531 NCD 245,000.0012325EHA3 02/10/2021 3151.55002/10/2016 245,793.80 1.530 1.551245,000.00 Citigroup1950 NCD 245,000.0017312QJ67 04/22/2023 1,1163.00004/24/2018 256,323.90245,000.00 Commercial Bank - Alma1772 NCD 245,000.00201282HM5 04/21/2022 7502.05004/21/2017 248,449.60 2.023 2.051245,000.00 CBC National Bank1571 NCD 245,000.0012480LDV6 04/15/2021 3791.50004/15/2016 245,622.30 1.479 1.500245,000.00 Coastal Cummunity & Tech Credi2204 NCD 245,000.0019043TAD7 01/17/2023 1,0211.90001/16/2020 248,155.60 1.907 1.934244,771.97 Celtic Bank2063 NCD 245,000.0015118RRH2 08/30/2024 1,6121.85008/30/2019 248,444.70 1.826 1.852245,000.00 Central State Bank1538 NCD 245,000.0015524EAA2 02/16/2022 6861.70002/16/2016 246,643.95 1.678 1.701245,000.00 Central State Bank IOWA2324 NCD 249,000.0015523RCP9 03/27/2025 1,8211.00003/27/2020 242,431.38 1.189 1.206246,516.82 First Iowa State Bank1840 NCD 245,000.00320636AC7 01/31/2022 6701.90007/31/2017 247,511.25 1.876 1.902245,000.00 Choice Bank - Oshkosh WI1884 NCD 245,000.0017037VBT8 12/29/2022 1,0022.35012/29/2017 251,102.95 2.317 2.350245,000.00 Citizens Deposit Bank1677 NCD 245,000.0017453FBP6 08/24/2021 5101.40008/24/2016 245,543.90 1.380 1.400245,000.00 Citadel Federal Credit Union2267 NCD 245,000.0017286TAG0 02/27/2025 1,7931.65002/27/2020 246,210.30 1.668 1.691244,519.12 Citizens State Bank1541 NCD 250,000.0017670BAQ1 02/17/2023 1,0521.75002/19/2016 252,197.50 1.727 1.751250,000.00 CalPrivate Bank2052 NCD 245,000.0013135NAG5 08/16/2023 1,2322.20008/16/2019 245,127.40 2.171 2.201245,000.00 Commercial Savings Bank1868 NCD 245,000.00202291AD2 10/18/2022 9302.10010/18/2017 249,248.30 2.071 2.100245,000.00 Enerbank USA2215 NCD 245,000.0029278TMR8 01/29/2025 1,7641.80001/29/2020 247,947.35 1.779 1.803245,000.00 City National Bk of Metropolis1791 NCD 245,000.0017801GBQ1 05/16/2022 7752.00005/15/2017 248,273.20 1.972 2.000245,000.00 Capital One Bank USA NA1457 NCD 245,000.0014042E5M8 08/12/2020 1332.30008/12/2015 246,156.40 2.268 2.300245,000.00 Capital One Bank USA NA2089 NCD 245,000.0014042TCP0 09/05/2024 1,6181.90009/05/2019 248,964.10 1.873 1.900245,000.00 Community Bank Pasadena1627 NCD 245,000.00203507BA5 06/15/2021 4401.55006/16/2016 245,967.75 1.529 1.550245,000.00 Commuincity Finl Svcs Bank1530 NCD 245,000.0020364ABA2 02/17/2021 3221.60002/17/2016 245,896.70 1.579 1.601245,000.00 Commerce State Bank1797 NCD 245,000.0020070PJA6 05/23/2022 7822.00005/22/2017 248,292.80 1.972 2.000245,000.00 Community State Bank, IA1471 NCD 245,000.0020404MAN1 09/12/2022 8942.25009/11/2015 250,042.10 2.224 2.255245,000.00 Congressional Bank2251 NCD 245,000.0020726ABK3 02/28/2025 1,7941.75002/28/2020 245,722.75 1.777 1.802244,398.56 Crescent Bank & Trust2296 NCD 248,000.00225645DN7 03/20/2025 1,8141.10003/20/2020 242,680.40 1.085 1.100248,000.00 Crescom Bank2249 NCD 245,000.00225862EV9 02/28/2025 1,7941.75002/28/2020 245,320.95 1.787 1.812244,278.28 Dairy State Bank2252 NCD 245,000.00233863AB5 02/28/2025 1,7941.70002/28/2020 245,301.35 1.748 1.773244,157.99 Discover Bank / Delaware1956 NCD 245,000.00254673VJ2 10/24/2023 1,3013.35010/24/2018 260,873.55 3.304 3.350245,000.00 Dollar Bank FSB1756 NCD 245,000.0025665QAV7 03/08/2022 7062.05003/08/2017 248,314.85 2.021 2.050245,000.00 East Boston Savings Bank1463 NCD 245,000.0027113PAL5 08/24/2020 1451.90008/24/2015 245,850.15 1.876 1.902245,000.00 Eagle Bank2040 NCD 245,000.0027002YEL6 04/28/2023 1,1222.65004/30/2019 253,815.10 2.615 2.651245,000.00 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 174 March 31, 2020 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 Ever Bank1454 NCD 245,000.0029976DZK9 07/30/2020 1202.00007/30/2015 245,803.60 1.972 2.000245,000.00 Farmer's and Merchants Bank1360 NCD 250,000.00308702BQ1 02/16/2021 3212.20008/15/2014 252,225.00 2.169 2.200250,000.00 FirstBank Puerto Rico1768 NCD 245,000.0033767A2C4 04/07/2022 7362.10004/07/2017 248,648.05 2.072 2.101245,000.00 Poppy Bank2285 NCD 249,000.0073319FAF6 03/18/2025 1,8121.10003/18/2020 243,668.91 1.085 1.100249,000.00 First Community Bank2127 NCD 245,000.00319853AC1 10/25/2023 1,3021.95010/25/2019 245,164.15 1.924 1.951245,000.00 First Federal S&L Bank1626 NCD 245,000.0032018YAW8 06/22/2023 1,1771.80006/22/2016 248,390.80 1.776 1.800245,000.00 1st Financial Bank1485 NCD 245,000.0032022RFD4 03/16/2022 7142.10010/19/2015 245,147.00 2.120 2.150244,775.73 First Farmers Bank & Trust2076 NCD 245,000.00320165JK0 09/04/2024 1,6171.75009/04/2019 247,396.10 1.727 1.751245,000.00 First Internet Bank1834 NCD 245,000.0032056GCQ1 07/14/2022 8342.05007/14/2017 248,704.40 2.023 2.051245,000.00 First Eagle National Bank1400 NCD 245,000.0032008JAG8 10/15/2021 5622.45010/17/2014 250,176.85 2.416 2.449245,000.00 First Oklahoma Bank1838 NCD 245,000.00335857BF4 07/26/2022 8462.10007/26/2017 245,188.65 2.072 2.101245,000.00 Farmers & Merchant Bank1735 NCD 245,000.0030781TBD9 01/18/2022 6572.05001/18/2017 248,128.65 2.021 2.050245,000.00 First National Bank of America1391 NCD 240,000.0032110YEF8 08/03/2022 8542.35009/09/2014 241,048.80 2.665 2.703238,223.92 FNB Bank Inc.1863 NCD 245,000.00330459CB2 10/13/2023 1,2902.25010/13/2017 251,521.90 2.220 2.251245,000.00 First Nationnal Bank / KS1537 NCD 245,000.00334342BU5 02/26/2021 3311.55002/26/2016 245,100.45 1.530 1.551245,000.00 The FNB of Mcgregor1480 NCD 245,000.0032112UBW0 09/30/2021 5472.00010/01/2015 247,545.55 1.972 1.999245,000.00 First Premier Bank1255 NCD 245,000.0033610RNX7 03/08/2021 3412.50003/07/2014 247,957.15 2.465 2.500245,000.00 Franklin Synergy Bank1771 NCD 103,000.0035471TCV2 01/31/2022 6702.00004/04/2017 104,242.18 1.972 1.999103,000.00 Frontier Bank IA2274 NCD 249,000.00359067DE2 03/13/2025 1,8071.70003/13/2020 249,368.52 1.697 1.720248,753.59 Community First Bank1555 NCD 250,000.0020369JAA9 03/17/2022 7151.70003/17/2016 250,082.50 1.677 1.700250,000.00 Farmer's & Merchant's SVG Bank1551 NCD 245,000.00308863AH2 02/26/2021 3311.55002/29/2016 246,675.80 1.528 1.550245,000.00 First Neighbor Bank, NA1469 NCD 245,000.0033581VAF6 09/03/2021 5202.40009/03/2015 249,189.50 2.367 2.400245,000.00 First National Bank of Elkhart1801 NCD 245,000.00321130AB2 05/31/2022 7902.10005/31/2017 245,227.85 2.072 2.101245,000.00 First Northeast Bank1779 NCD 245,000.0033583FAA0 10/19/2022 9312.10004/19/2017 249,260.55 2.072 2.101245,000.00 First State Bank - Dequeen1824 NCD 245,000.00336460CH1 04/29/2022 7582.00006/30/2017 248,224.20 1.973 2.000245,000.00 First Technology Federal Credi1955 NCD 245,000.0033715LCM0 10/17/2023 1,2943.40010/17/2018 261,268.00 3.355 3.401245,000.00 Firstier Bank2061 NCD 245,000.0033766LAJ7 08/23/2024 1,6051.95008/23/2019 249,481.05 1.925 1.952245,000.00 First Kentucky Bank1856 NCD 245,000.0032065TAW1 10/06/2022 9182.10010/06/2017 249,228.70 2.072 2.101245,000.00 First Western Bank & Trust1770 NCD 245,000.0033749VAM0 04/07/2022 7362.00004/07/2017 248,160.50 1.973 2.001245,000.00 GE Capital Bank1262 NCD 245,000.0036157PXV6 03/22/2021 3552.65003/21/2014 248,385.90 2.613 2.650245,000.00 Ally Bank1882 NCD 245,000.0002007GAF0 01/04/2021 2782.25001/04/2018 247,111.90 2.219 2.250245,000.00 Flatwater Bank2107 NCD 245,000.0033885WAA8 09/30/2024 1,6431.90009/30/2019 245,191.10 1.873 1.900245,000.00 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 175 March 31, 2020 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 Great Plains Bank1865 NCD 245,000.0039115UBB8 07/25/2022 8452.00010/25/2017 248,454.50 1.972 2.000245,000.00 Grant County Bank1864 NCD 175,000.0038762PCB6 10/18/2023 1,2952.20010/18/2017 175,103.25 2.170 2.201175,000.00 Grant County Bank West V.2042 NCD 245,000.00387625AA4 05/08/2024 1,4982.55005/08/2019 255,184.65 2.513 2.548245,000.00 Goldman Sachs Bank USA / NY1951 NCD 245,000.0038148PJ81 05/09/2023 1,1333.15005/09/2018 257,570.95 3.106 3.150245,000.00 Great Southern Bank2250 NCD 245,000.0039120VSS4 08/21/2023 1,2371.70002/21/2020 245,659.05 1.734 1.758244,525.35 Happy State Bank1683 NCD 245,000.00411394AN9 09/16/2021 5331.50009/16/2016 245,061.25 1.500 1.520245,000.00 HSBC Bank1564 NCD 245,000.0040434AR84 10/07/2021 5542.00004/07/2016 245,049.00245,000.00 Investors Community Bank1765 NCD 245,000.0046147USQ4 09/23/2022 9052.20003/24/2017 249,792.20 2.172 2.202245,000.00 Industrial & Com Bk of China1773 NCD 245,000.0045581EAC5 04/12/2022 7412.15004/12/2017 248,912.65 2.121 2.151245,000.00 Iroquois Federal Sav Loan Asso1535 NCD 245,000.0046355PBV9 08/12/2020 1331.60002/12/2016 245,193.55 1.578 1.600245,000.00 Investors Bank1460 NCD 245,000.0046176PEJ0 08/25/2020 1462.00008/25/2015 246,264.20 1.972 2.000245,000.00 Inst. for Sav in Newburyport1455 NCD 245,000.0045780PAN5 07/30/2021 4852.30007/31/2015 248,780.35 2.269 2.301245,000.00 Iowa Trust & Savings Bank2270 NCD 245,000.00462595BE8 02/28/2025 1,7941.70002/28/2020 245,301.35 1.717 1.741244,518.85 JP Morgan Chase BAnk NA2218 NCD 245,000.0048128LD48 01/31/2030 3,5922.50001/31/2020 247,758.70 2.465 2.500245,000.00 Kansas State Bank Manhattan1798 NCD 245,000.0050116CAX7 05/31/2024 1,5212.50005/31/2017 254,812.25 2.465 2.500245,000.00 Keesler Federal Credit Union2027 NCD 245,000.0049254FAP1 08/30/2021 5163.05002/28/2019 251,044.15 3.008 3.050245,000.00 Key Bank1785 NCD 245,000.0049306SYB6 05/18/2020 471.75005/17/2017 245,259.70 1.726 1.750245,000.00 Knox TVA Empl Credit Union2140 NCD 248,000.00499724AF9 10/31/2023 1,3083.35010/24/2019 264,194.40 2.210 2.241257,413.32 Kern Schools Fed. Credit Unio2160 NCD 250,000.0049228XAG5 12/04/2024 1,7082.10012/04/2019 250,507.50 2.073 2.102250,000.00 Lakeside Bank1686 NCD 245,000.0051210SLR6 09/18/2023 1,2651.80009/16/2016 245,438.55 1.775 1.800245,000.00 Legends Bank1533 NCD 245,000.0052465JGM3 02/11/2022 6811.70002/12/2016 249,647.65 1.678 1.701245,000.00 Live Oak Banking Company1671 NCD 245,000.00538036CH5 08/19/2021 5051.40008/19/2016 245,575.75 1.381 1.400245,000.00 Luana Savings Bank1367 NCD 245,000.00549103QA0 09/07/2021 5242.25009/05/2014 248,339.35 2.219 2.250245,000.00 Bank Leumi USA NY2335 NCD 249,000.00063248KR8 03/31/2023 1,0941.45003/31/2020 249,000.00 1.430 1.449249,000.00 Marathon Savings Bank1818 NCD 245,000.0056585YAA8 06/28/2022 8182.05006/28/2017 248,655.40 2.023 2.051245,000.00 MB Financial Bank NA1730 NCD 245,000.0055266CUF1 01/13/2022 6522.10001/13/2017 248,332.00 2.072 2.101245,000.00 Mercantile Bank of Michigan1793 NCD 245,000.0058740XZF0 05/12/2022 7712.10005/12/2017 248,760.75 2.071 2.100245,000.00 Mechanics Coop Bank1803 NCD 245,000.00583626AC0 05/26/2022 7852.05005/26/2017 248,562.30 2.023 2.051245,000.00 Medallion Bank - Salt Lake2010 NCD 245,000.0058404DDB4 01/03/2024 1,3723.30001/10/2019 261,216.55 3.254 3.299245,000.00 Landmark Community Bank2123 NCD 249,000.0051507LBU7 06/27/2022 8172.35009/27/2019 254,360.97 1.868 1.894251,471.99 Merchants State Bank2059 NCD 245,000.00589227AG2 08/30/2024 1,6121.80008/30/2019 247,913.05 1.775 1.800245,000.00 Merrick Bank1464 NCD 245,000.0059013JHE2 08/20/2020 1411.90008/20/2015 245,828.10 1.876 1.902245,000.00 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 176 March 31, 2020 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 Merchants National Bank OH1534 NCD 245,000.00588806AV1 02/17/2022 6871.80002/17/2016 249,392.85 1.776 1.801245,000.00 Mid-Missouri Bank1806 NCD 245,000.0059541KBL0 06/10/2022 8002.05006/12/2017 248,606.40 2.023 2.051245,000.00 Maine Savings Credit Union2144 NCD 245,000.00560507AN5 11/08/2024 1,6821.90011/08/2019 249,025.35 1.875 1.902245,000.00 Mainstreet Bank2038 NCD 245,000.0056065GAG3 04/26/2024 1,4862.60004/26/2019 255,603.60 2.567 2.602245,000.00 Mountain America FD Credit Uni2202 NCD 249,000.0062384RAC0 11/08/2022 9512.30001/08/2020 254,659.77 1.928 1.955251,173.52 Marlin Business Bank1483 NCD 245,000.0057116AKU1 10/21/2020 2031.75010/21/2015 246,621.90 1.727 1.751245,000.00 Morgan Stanley Bank NA1890 NCD 245,000.0061747MF63 01/11/2023 1,0152.65001/11/2018 253,136.45 2.613 2.650245,000.00 Morgan Stanley Bank NA1993 NCD 245,000.0061760ASZ3 12/06/2023 1,3443.55012/06/2018 263,085.90 3.501 3.550245,000.00 Municipal Trust and Savings1800 NCD 245,000.00625925AP7 05/02/2024 1,4922.35005/22/2017 253,209.95 2.317 2.349245,000.00 MY Safra Bank FSB1467 NCD 245,000.0055406JAL6 09/03/2020 1551.90009/03/2015 246,347.50 1.873 1.900245,000.00 National Bank Commerce1607 NCD 245,000.00633368DY8 05/11/2023 1,1351.80005/11/2016 245,330.75 1.776 1.800245,000.00 Nebraska State Bank & Trust1466 NCD 245,000.0063969ABL7 08/26/2022 8772.25008/26/2015 252,626.85 2.220 2.251245,000.00 Bank of Northern Michigan1298 NCD 245,000.0006414TNW9 05/21/2020 502.00005/21/2014 245,453.25 1.972 2.000245,000.00 Numerica Credit Union1991 NCD 245,000.0067054NAN3 11/28/2023 1,3363.55011/28/2018 263,034.45 3.503 3.551245,000.00 Oostburg State Bank1532 NCD 245,000.00683430BU5 02/09/2021 3141.55002/09/2016 246,950.20 1.530 1.551245,000.00 South Ottumwa Savings Bank1851 NCD 245,000.00839145AA7 09/29/2022 9112.05009/29/2017 248,907.75 2.022 2.051245,000.00 Ottawa Savings Bank1892 NCD 245,000.0068956HAC7 01/19/2023 1,0232.40001/19/2018 251,521.90 2.368 2.401245,000.00 Pathfinder Bank2260 NCD 245,000.0070320KAE1 03/06/2025 1,8001.80003/06/2020 247,947.35 1.816 1.841244,516.98 Ponce De Leon Federal Bank1795 NCD 245,000.00732333AH2 05/26/2022 7852.10005/26/2017 248,822.00 2.072 2.101245,000.00 Preferred Bank LA California2047 NCD 245,000.00740367HP5 08/16/2024 1,5982.00008/16/2019 249,990.65 1.972 2.000245,000.00 Parkside Financial Bank1833 NCD 245,000.0070147ACE2 03/15/2023 1,0782.10007/19/2017 249,632.95 2.072 2.101245,000.00 Prime Alliance Bank2282 NCD 249,000.0074160NHB9 02/28/2025 1,7941.65003/04/2020 249,286.35 1.627 1.649249,000.00 Providence Bank1445 NCD 245,000.00743738BQ8 02/25/2022 6952.10002/26/2015 251,112.75 2.072 2.101245,000.00 Rayond James Bank NA2188 NCD 245,000.0075472RAU5 12/30/2024 1,7341.85012/30/2019 248,493.70 1.824 1.850245,000.00 Reliance Savings Bank1636 NCD 245,000.0075950XAD1 06/22/2021 4471.45006/22/2016 245,977.55 1.430 1.450245,000.00 Sallie Mae Bank2102 NCD 245,000.007954504D4 09/18/2024 1,6311.90009/18/2019 248,976.35 1.873 1.900245,000.00 Security National Bank1499 NCD 245,000.00814414AC2 11/19/2021 5972.00011/19/2015 245,367.50 1.974 2.001245,000.00 Stifel Bank & Trust1953 NCD 245,000.0086063QAK1 05/15/2023 1,1392.95005/15/2018 256,174.45 2.911 2.951245,000.00 San Francisco Credit Union2297 NCD 249,000.0079772FAF3 03/27/2025 1,8211.10003/27/2020 243,626.58 1.085 1.100249,000.00 Summit Community Bank1888 NCD 245,000.0086604XMN3 01/26/2022 6652.25001/26/2018 249,044.95 2.220 2.251245,000.00 Somerset Trust Company Bank1616 NCD 245,000.00835104BL3 06/12/2023 1,1671.80006/10/2016 248,373.65 1.776 1.800245,000.00 Bank of New England1704 NCD 245,000.00063847AW7 10/19/2021 5661.50010/19/2016 245,543.90 1.480 1.500245,000.00 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 177 March 31, 2020 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 Southwest 66 Credit Union Bank2286 NCD 249,000.0084475BAB1 03/24/2025 1,8181.30003/23/2020 246,031.92 1.282 1.300249,000.00 Slovak Savings Bank1872 NCD 245,000.0083158TAA0 10/20/2022 9322.10010/20/2017 249,267.90 2.072 2.101245,000.00 Security Bank1777 NCD 245,000.00814107AQ1 04/19/2022 7482.00004/19/2017 248,197.25 1.973 2.001245,000.00 SunTrust Bank2125 NCD 245,000.0086789VZY6 09/26/2024 1,6392.00009/30/2019 245,568.40 1.974 2.002245,000.00 ST Mary's Credit Union2261 NCD 249,000.0079257QAC0 02/27/2025 1,7931.75002/27/2020 249,732.06 1.777 1.802248,389.08 Southwest Financial Fed. Credi2333 NCD 249,000.0084485EAG2 03/28/2024 1,4571.15003/31/2020 245,626.05 1.134 1.150249,000.00 Third Federal Savings and Loan2157 NCD 245,000.0088413QCK2 11/25/2024 1,6991.95011/25/2019 249,574.15 1.923 1.950245,000.00 Thomasville Natl Bank1266 NCD 245,000.00884693BJ0 04/12/2021 3762.40004/11/2014 248,515.75 2.367 2.400245,000.00 Crossfirst Bank of Leawood1804 NCD 245,000.0022766ABF1 06/09/2023 1,1642.15006/09/2017 250,272.40 2.121 2.151245,000.00 Toyota Financial Savings Bank1740 NCD 245,000.0089235MHU8 02/12/2024 1,4122.65002/10/2017 245,465.50245,000.00 Traverse City State Bank1820 NCD 245,000.00894333FF5 06/28/2022 8182.00006/28/2017 248,378.55 1.972 2.000245,000.00 Texas Security Bank2177 NCD 245,000.0088269AAU2 12/20/2024 1,7241.95012/20/2019 245,521.85 1.995 2.023244,190.84 UBS Bank USA1815 NCD 250,000.0090348JBR0 01/20/2022 6592.25006/15/2017 254,097.50 2.219 2.249250,000.00 United Community Bank GA1749 NCD 245,000.0090984P5A9 03/01/2022 6992.05003/01/2017 248,290.35 2.021 2.050245,000.00 Uinta Bank1639 NCD 245,000.00903572BC8 12/26/2023 1,3641.70006/24/2016 249,133.15 1.676 1.700245,000.00 United Community Bank1694 NCD 245,000.0090983WBD2 03/28/2022 7261.60009/29/2016 245,137.20 1.577 1.599245,000.00 Unity Bank1529 NCD 245,000.0091330ABF3 02/26/2021 3311.60002/26/2016 247,021.25 1.579 1.601245,000.00 USAlliance Federal Credit Unio2325 NCD 249,000.0090352RAU9 03/31/2025 1,8251.15003/31/2020 244,806.84 1.154 1.170248,751.14 USF Federal Credit Union2193 NCD 245,000.0090353EAH6 12/30/2022 1,0031.95012/31/2019 248,466.75 1.975 2.003244,663.38 Vystar Credit Union2136 NCD 245,000.0092891CCE0 12/11/2023 1,3493.65010/18/2019 264,070.80 2.170 2.200257,543.92 Washington Federal2049 NCD 245,000.00938828BJ8 08/23/2024 1,6052.05008/23/2019 250,522.30 2.024 2.052245,000.00 Washington First Bank1745 NCD 245,000.00940727AH3 02/23/2022 6932.05002/23/2017 248,256.05 2.021 2.050245,000.00 Wells Fargo Bank1656 NCD 245,000.009497486H5 06/30/2021 4551.60006/30/2016 245,987.35 1.578 1.600245,000.00 Woodford State Bank1459 NCD 245,000.00979424AA6 07/29/2022 8492.35008/12/2015 252,141.75 2.317 2.349245,000.00 Washington County Bank1842 NCD 245,000.0093754PAN7 05/11/2022 7702.05008/11/2017 248,513.30 2.021 2.050245,000.00 Subtotal and Average 43,596,025.97 43,580,000.00 44,176,791.18 1.972 1.999 991 Corporate Medium Term Bonds Apple, Inc.1497 MTN 1,500,000.00037833BD1 05/06/2020 352.00011/05/2015 1,500,285.00 1.854 1.8791,500,167.12 Apple, Inc.1543 MTN 700,000.00037833BS8 02/23/2021 3282.25002/23/2016 707,056.00 2.140 2.169700,465.83 Apple, Inc.2082 MTN 550,000.00037833AK6 05/03/2023 1,1272.40008/29/2019 573,402.50 1.726 1.750560,642.95 Apple, Inc.2323 MTN 750,000.00037833AY6 02/09/2022 6792.15003/19/2020 767,182.50 1.583 1.605757,433.96 Alphabet (Google) Inc.1657 MTN 100,000.0002079KAA5 05/19/2021 4133.62507/11/2016 102,924.00 1.271 1.288102,558.17 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 178 March 31, 2020 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.1658 MTN 946,000.0038259PAB8 05/19/2021 4133.62507/11/2016 973,661.04 1.271 1.288970,200.28 Alphabet (Google) Inc.1660 MTN 1,500,000.0002079KAA5 05/19/2021 4133.62507/12/2016 1,543,860.00 1.238 1.2551,538,948.00 Alphabet (Google) Inc.1734 MTN 871,000.0002079KAA5 05/19/2021 4133.62501/11/2017 896,468.04 2.012 2.040885,894.18 Alphabet (Google) Inc.1895 MTN 1,000,000.0002079KAA5 05/19/2021 4133.62501/10/2018 1,029,240.00 2.189 2.2191,015,258.96 Alphabet (Google) Inc.1931 MTN 382,000.0002079KAA5 05/19/2021 4133.62502/14/2018 393,169.68 2.377 2.410387,025.86 Johnson & Johnson1624 MTN 1,000,000.00478160BS2 03/01/2021 3341.65006/07/2016 1,003,790.00 1.530 1.5511,000,848.24 Johnson & Johnson1900 MTN 500,000.00478160BS2 03/01/2021 3341.65001/12/2018 501,895.00 2.179 2.210497,532.08 Microsoft Corporation1496 MTN 2,000,000.00594918BG8 11/03/2020 2162.00011/05/2015 2,004,400.00 1.913 1.9402,000,660.29 Microsoft Corporation1515 MTN 900,000.00594918BG8 11/03/2020 2162.00001/07/2016 901,980.00 1.887 1.913900,435.24 Microsoft Corporation1878 MTN 100,000.00594918BW3 02/06/2022 6762.40012/11/2017 102,786.00 2.292 2.324100,132.11 Microsoft Corporation2212 MTN 1,800,000.00594918BX1 02/06/2024 1,4062.87501/22/2020 1,915,092.00 1.727 1.7511,871,840.92 Stanford University2046 MTN 2,000,000.00525555AB4 02/01/2024 1,4016.87505/14/2019 2,395,680.00 2.367 2.4002,322,466.23 Stanford University2182 MTN 1,000,000.00525555AB4 02/01/2024 1,4016.87512/12/2019 1,197,840.00 1.934 1.9601,180,058.03 Subtotal and Average 18,292,568.45 17,599,000.00 18,510,711.76 1.860 1.886 666 Federal Agency Bonds Apple, Inc.2053 MTN 1,500,000.00037833CU2 05/11/2024 1,5012.85008/06/2019 1,593,870.00 1.998 2.0251,546,600.58 Federal Agricultural Mortgage1130 1,500,000.0031315PPX1 07/05/2022 8252.20012/13/2012 1,550,730.00 1.930 1.9571,507,481.02 Federal Agricultural Mortgage1134 750,000.0031315PB32 11/21/2022 9642.00012/19/2012 774,817.50 2.081 2.110748,043.22 Federal Agricultural Mortgage1137 1,500,000.0031315PUE7 12/27/2022 1,0002.18001/04/2013 1,558,320.00 2.165 2.1961,499,410.95 Federal Agricultural Mortgage1139 500,000.0031315PWN5 06/01/2021 4263.84001/04/2013 520,395.00 1.946 1.973509,988.01 Federal Agricultural Mortgage1141 1,500,000.0031315PUE7 12/27/2022 1,0002.18001/08/2013 1,558,320.00 2.195 2.2251,498,326.90 Federal Agricultural Mortgage1144 1,500,000.0031315PUE7 12/27/2022 1,0002.18001/23/2013 1,558,320.00 2.111 2.1411,501,431.82 Federal Agricultural Mortgage1147 2,595,000.0031315PUE7 12/27/2022 1,0002.18001/28/2013 2,695,893.60 2.199 2.2292,591,824.07 Federal Agricultural Mortgage1244 1,500,000.0031315P3G2 09/09/2020 1612.80001/15/2014 1,518,315.00 2.635 2.6721,500,765.25 Federal Agricultural Mortgage1257 300,000.0031315PTU3 03/09/2021 3424.16003/06/2014 311,154.00 2.574 2.609303,966.58 Federal Agricultural Mortgage1264 1,500,000.0031315PK40 03/26/2021 3592.50003/26/2014 1,534,155.00 2.495 2.5301,499,587.95 Federal Agricultural Mortgage1279 1,250,000.0031315PPX1 07/05/2022 8252.20004/23/2014 1,292,275.00 2.889 2.9301,231,770.02 Federal Agricultural Mortgage1399 500,000.0031315PVF3 04/03/2020 21.47510/15/2014 500,050.00 1.857 1.882499,989.28 Federal Agricultural Mortgage1427 675,000.0031315P2C2 05/05/2021 3992.51001/09/2015 691,024.50 2.110 2.140677,541.48 Federal Agricultural Mortgage1428 404,000.0031315PL23 03/27/2024 1,4563.33001/09/2015 441,608.36 2.540 2.575414,753.12 Federal Agricultural Mortgage1433 1,604,000.0031315PD89 06/12/2023 1,1672.61001/22/2015 1,694,850.56 2.269 2.3011,618,328.25 Federal Agricultural Mortgage1447 1,450,000.0031315PD89 06/12/2023 1,1672.61002/09/2015 1,532,128.00 2.377 2.4101,458,341.97 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 179 March 31, 2020 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 6992.15003/05/2015 1,028,620.00 2.120 2.1501,000,000.00 Federal Agricultural Mortgage1576 1,000,000.0031315PZS1 01/24/2023 1,0282.13004/06/2016 1,041,040.00 1.839 1.8641,006,968.10 Federal Agricultural Mortgage1580 474,000.0031315PEM7 08/04/2025 1,9514.35004/08/2016 553,385.52 2.296 2.328519,773.37 Federal Agricultural Mortgage1595 1,500,000.0031315P2J7 05/01/2024 1,4913.30004/21/2016 1,641,690.00 2.084 2.1121,566,546.75 Federal Agricultural Mortgage1604 1,500,000.0031315P2J7 05/01/2024 1,4913.30004/26/2016 1,641,690.00 2.159 2.1891,562,045.72 Federal Agricultural Mortgage1617 500,000.0031315PUE7 12/27/2022 1,0002.18005/26/2016 519,440.00 1.844 1.870503,967.29 Federal Agricultural Mortgage1665 2,000,000.003132X0BH3 07/15/2022 8352.38007/25/2016 2,076,640.00 1.499 1.5202,037,490.08 Federal Agricultural Mortgage1681 1,750,000.003132X0BG5 06/15/2020 751.75008/24/2016 1,755,862.50 1.136 1.1521,752,098.16 Federal Agricultural Mortgage1698 1,500,000.003132X0EQ0 01/25/2021 2991.55010/03/2016 1,516,215.00 1.256 1.2741,503,276.24 Federal Agricultural Mortgage1710 1,500,000.0031315PRA9 02/03/2026 2,1344.81010/18/2016 1,808,670.00 2.131 2.1601,709,163.14 Federal Agricultural Mortgage1755 1,000,000.003132X0PX3 02/23/2022 6932.10002/23/2017 1,027,380.00 2.034 2.0631,000,661.16 Federal Agricultural Mortgage1758 1,500,000.003132X0PX3 02/23/2022 6932.10003/02/2017 1,541,070.00 2.085 2.1141,499,600.17 Federal Agricultural Mortgage1769 1,500,000.003132X0RS2 04/06/2022 7352.07504/06/2017 1,542,480.00 2.046 2.0751,500,000.00 Federal Agricultural Mortgage1781 1,000,000.003132X0QG9 02/22/2021 3271.90004/12/2017 1,015,000.00 1.781 1.8051,000,805.04 Federal Agricultural Mortgage1788 1,000,000.003132X0NZ0 01/03/2022 6422.10005/04/2017 1,025,680.00 1.938 1.9651,002,250.96 Federal Agricultural Mortgage1817 1,000,000.0031315PPX1 07/05/2022 8252.20006/14/2017 1,033,820.00 1.908 1.9341,005,685.93 Federal Agricultural Mortgage1830 1,500,000.003132X0UA7 06/29/2022 8191.88006/29/2017 1,539,870.00 1.903 1.9301,498,397.47 Federal Agricultural Mortgage1831 1,000,000.003132X0UA7 06/29/2022 8191.88006/29/2017 1,026,580.00 1.923 1.949998,510.14 Federal Agricultural Mortgage1867 1,000,000.003132X0WL1 08/23/2024 1,6052.25010/06/2017 1,054,210.00 2.332 2.365995,350.44 Federal Agricultural Mortgage1877 1,500,000.003132X0ZZ7 12/12/2022 9852.26012/12/2017 1,560,840.00 2.229 2.2601,500,000.00 Federal Agricultural Mortgage1889 2,000,000.003132X0D57 01/08/2021 2822.12001/08/2018 2,029,220.00 2.090 2.1202,000,000.00 Federal Agricultural Mortgage1893 1,000,000.003130H0AU7 08/01/2024 1,5832.62501/09/2018 1,068,560.00 2.546 2.5811,001,710.58 Federal Agricultural Mortgage1901 1,500,000.003130H0AU7 08/01/2024 1,5832.62501/11/2018 1,602,840.00 2.623 2.6601,497,916.41 Federal Agricultural Mortgage1912 2,000,000.003132X0G39 01/30/2023 1,0342.50001/30/2018 2,097,560.00 2.472 2.5071,999,615.04 Federal Agricultural Mortgage1915 1,500,000.003132X0G39 01/30/2023 1,0342.50001/30/2018 1,573,170.00 2.481 2.5151,499,369.92 Federal Agricultural Mortgage1921 2,000,000.003132X0G39 01/30/2023 1,0342.50001/31/2018 2,097,560.00 2.556 2.5921,995,138.24 Federal Agricultural Mortgage1924 1,100,000.0031315PZS1 01/24/2023 1,0282.13002/08/2018 1,145,144.00 2.578 2.6141,086,024.46 Federal Agricultural Mortgage1927 1,000,000.003132X0H79 02/22/2021 3272.35002/22/2018 1,019,080.00 2.327 2.360999,913.81 Federal Agricultural Mortgage1928 1,500,000.003132X0H87 02/22/2023 1,0572.60002/22/2018 1,578,645.00 2.564 2.6001,500,000.00 Federal Agricultural Mortgage1936 1,500,000.003132X0L33 02/21/2023 1,0562.77002/23/2018 1,585,095.00 2.732 2.7701,500,000.00 Federal Agricultural Mortgage1999 549,000.0031315P4B2 01/30/2024 1,3993.46012/14/2018 601,885.17 3.018 3.060556,720.41 Federal Agricultural Mortgage2034 1,000,000.0031422BEJ5 04/09/2024 1,4692.35004/09/2019 1,055,100.00 2.365 2.398998,173.91 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 180 March 31, 2020 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 Mortgage2035 678,000.0031315PCY3 11/20/2024 1,6945.25004/08/2019 806,453.88 2.420 2.454759,611.57 Federal Agricultural Mortgage2037 Call 1,000,000.003130H0CD3 04/01/2029 3,2873.37504/18/2019 1,000,000.00 3.328 3.3751,000,000.00 Federal Agricultural Mortgage2044 Call 1,500,000.003130H0CE1 05/01/2029 3,3173.40005/02/2019 1,502,265.00 3.353 3.4001,500,000.00 Federal Agricultural Mortgage2098 550,000.0031315PEM7 08/04/2025 1,9514.35009/09/2019 642,114.00 1.659 1.683624,283.86 Federal Agricultural Mortgage2151 Call 1,500,000.003130H0CQ4 11/01/2029 3,5012.65011/15/2019 1,501,305.00 2.613 2.6501,500,000.00 Federal Agricultural Mortgage2174 Call 2,000,000.0031422BQN3 12/10/2029 3,5402.69012/10/2019 2,016,360.00 2.653 2.6902,000,000.00 Federal Agricultural Mortgage2186 Call 1,350,000.0031422BQN3 12/10/2029 3,5402.69012/13/2019 1,361,043.00 2.678 2.7151,347,119.17 Federal Agricultural Mortgage2194 Call 1,450,000.0031422BRN2 12/25/2029 3,5552.82012/30/2019 1,462,745.50 2.781 2.8201,450,000.00 Federal Agricultural Mortgage2209 Call 1,000,000.0031422BSR2 01/15/2030 3,5762.70001/15/2020 1,003,030.00 2.663 2.7001,000,000.00 Federal Agricultural Mortgage2240 Call 1,000,000.0031422BUA6 02/11/2025 1,7771.85002/11/2020 1,003,850.00 1.824 1.8501,000,000.00 Federal Agricultural Mortgage2242 Call 2,000,000.0031422BUC2 02/11/2030 3,6032.45002/11/2020 2,015,440.00 2.416 2.4502,000,000.00 Federal Agricultural Mortgage2299 Call 1,500,000.0031422BWD8 03/17/2023 1,0801.00003/17/2020 1,500,765.00 0.986 1.0001,500,000.00 Federal Agricultural Mortgage2301 1,569,000.0031315PB99 11/19/2027 2,7882.85003/11/2020 1,764,434.64 1.050 1.0641,773,750.16 Federal Agricultural Mortgage2304 Call 2,000,000.0031422BWK2 03/18/2030 3,6381.75003/18/2020 2,003,960.00 1.726 1.7502,000,000.00 Federal Agricultural Mortgage2330 Call 2,000,000.0031422BWY2 03/24/2025 1,8181.40003/24/2020 2,002,660.00 1.380 1.4002,000,000.00 Federal Farm Credit Bank903 1,000,000.0031331JN90 09/29/2020 1812.87509/29/2010 1,013,060.00 2.835 2.8751,000,000.00 Federal Farm Credit Bank .1241 500,000.003133ECRH9 06/06/2023 1,1612.45001/09/2014 528,315.00 3.383 3.430486,771.82 Federal Farm Credit Bank .1526 625,000.003133EAA65 07/26/2023 1,2112.12501/27/2016 656,518.75 2.024 2.052626,394.68 Federal Farm Credit Bank .1563 500,000.0031331XSS2 03/14/2022 7125.16003/17/2016 545,690.00 1.876 1.902529,924.11 Federal Farm Credit Bank .1593 250,000.003133EC4L5 11/23/2021 6011.61004/21/2016 254,845.00 1.558 1.580250,116.96 Federal Farm Credit Bank .1596 1,000,000.003133ECPF5 05/13/2022 7721.87504/21/2016 1,027,390.00 1.578 1.6001,005,524.67 Federal Farm Credit Bank .1615 1,000,000.003133EC7D0 12/13/2024 1,7172.12505/13/2016 1,062,800.00 1.930 1.9561,007,238.91 Federal Farm Credit Bank .1650 1,500,000.003133EGKM6 07/06/2020 961.00007/06/2016 1,503,795.00 0.986 1.0001,500,000.00 Federal Farm Credit Bank .1659 500,000.0031331XSS2 03/14/2022 7125.16007/08/2016 545,690.00 1.215 1.232536,926.40 Federal Farm Credit Bank .1782 500,000.0031331XHX3 12/21/2021 6295.05004/12/2017 539,480.00 1.884 1.910525,738.08 Federal Farm Credit Bank .1787 900,000.003133EEVD9 03/25/2024 1,4542.30005/04/2017 959,283.00 2.274 2.306899,786.72 Federal Farm Credit Bank .1822 500,000.003133EDWX6 10/07/2024 1,6502.91006/21/2017 549,620.00 2.143 2.172515,309.54 Federal Farm Credit Bank .1843 445,000.003133ED6R8 11/07/2022 9502.93009/14/2017 468,496.00 1.870 1.896456,333.48 Federal Farm Credit Bank .1885 600,000.003133EC2B9 11/09/2021 5871.70012/29/2017 612,270.00 2.161 2.191595,484.12 Federal Farm Credit Bank .1932 1,500,000.003133EJDE6 02/16/2023 1,0512.57002/16/2018 1,576,770.00 2.605 2.6421,497,109.17 Federal Farm Credit Bank .2004 1,500,000.003133EJ2R9 12/14/2020 2572.75012/20/2018 1,526,205.00 2.663 2.7001,500,504.94 Federal Farm Credit Bank .2016 500,000.003133EEG79 09/07/2023 1,2542.15001/15/2019 526,310.00 2.656 2.693491,275.92 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 181 March 31, 2020 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 .2017 650,000.003133EC2C7 11/09/2023 1,3172.13001/15/2019 685,061.00 2.662 2.699637,554.21 Federal Farm Credit Bank .2118 Call 1,000,000.003133EKZW9 08/19/2027 2,6962.37009/18/2019 1,004,010.00 2.389 2.422996,503.86 Federal Farm Credit Bank .2201 Call 1,000,000.003133ELGH1 07/09/2025 1,9252.08001/09/2020 1,000,020.00 2.051 2.0801,000,000.00 Federal Farm Credit Bank .2206 Call 1,500,000.003133ELHB3 01/14/2030 3,5752.65001/14/2020 1,500,600.00 2.613 2.6501,500,000.00 Federal Farm Credit Bank .2210 Call 1,500,000.003133ELJE5 04/21/2025 1,8462.03001/21/2020 1,500,105.00 2.002 2.0301,500,000.00 Federal Farm Credit Bank .2211 Call 1,500,000.003133ELJP0 07/23/2024 1,5741.97001/23/2020 1,500,870.00 1.943 1.9701,500,000.00 Federal Farm Credit Bank .2214 Call 1,500,000.003133ELJT2 04/23/2024 1,4831.94001/23/2020 1,500,795.00 1.913 1.9401,500,000.00 Federal Farm Credit Bank .2220 Call 1,500,000.003133ELLD4 02/04/2028 2,8652.31002/04/2020 1,500,120.00 2.278 2.3101,500,000.00 Federal Farm Credit Bank .2226 Call 1,000,000.003133ELJU9 01/27/2026 2,1271.98001/29/2020 1,022,920.00 1.955 1.982999,854.31 Federal Farm Credit Bank .2231 Call 1,000,000.003133ELLC6 08/04/2027 2,6812.22002/04/2020 1,001,470.00 2.196 2.227999,510.56 Federal Farm Credit Bank .2232 Call 1,000,000.003133ELLJ1 11/04/2025 2,0432.02002/04/2020 1,000,060.00 1.992 2.0201,000,000.00 Federal Farm Credit Bank .2233 Call 1,500,000.003133ELML5 02/06/2029 3,2332.40002/06/2020 1,501,200.00 2.367 2.4001,500,000.00 Federal Farm Credit Bank .2234 Call 1,000,000.003133ELLD4 02/04/2028 2,8652.31002/04/2020 1,000,080.00 2.278 2.3101,000,000.00 Federal Farm Credit Bank .2235 Call 1,000,000.003133ELMM3 08/06/2029 3,4142.44002/06/2020 1,000,870.00 2.406 2.4401,000,000.00 Federal Farm Credit Bank .2236 Call 1,500,000.003133ELMM3 08/06/2029 3,4142.44002/06/2020 1,501,305.00 2.406 2.4401,500,000.00 Federal Farm Credit Bank .2237 Call 1,500,000.003133ELMM3 08/06/2029 3,4142.44002/06/2020 1,501,305.00 2.406 2.4401,500,000.00 Federal Farm Credit Bank .2238 Call 1,500,000.003133ELMR2 02/11/2030 3,6032.45002/11/2020 1,501,350.00 2.416 2.4501,500,000.00 Federal Farm Credit Bank .2259 Call 1,350,000.003133EKVQ6 07/19/2024 1,5702.04002/19/2020 1,375,326.00 1.868 1.8941,358,056.90 Federal Farm Credit Bank .2262 Call 1,500,000.003133ELPD0 02/26/2029 3,2532.30002/26/2020 1,501,245.00 2.268 2.3001,500,000.00 Federal Farm Credit Bank .2263 Call 1,500,000.003133ELPC2 02/28/2028 2,8892.25002/28/2020 1,501,560.00 2.219 2.2501,500,000.00 Federal Farm Credit Bank .2268 Call 1,500,000.003133ELPN8 11/27/2029 3,5272.33002/27/2020 1,500,210.00 2.298 2.3301,500,000.00 Federal Farm Credit Bank .2269 Call 1,500,000.003133ELPM0 11/27/2028 3,1622.29002/27/2020 1,500,210.00 2.258 2.2901,500,000.00 Federal Farm Credit Bank .2272 Call 1,500,000.003133ELQF4 03/03/2025 1,7971.75003/03/2020 1,501,770.00 1.726 1.7501,500,000.00 Federal Farm Credit Bank .2273 Call 1,500,000.003133ELQS6 12/04/2028 3,1692.15003/04/2020 1,501,110.00 2.120 2.1501,500,000.00 Federal Farm Credit Bank .2275 Call 1,500,000.003133ELQU1 06/03/2024 1,5241.67003/03/2020 1,501,410.00 1.647 1.6701,500,000.00 Federal Farm Credit Bank .2276 Call 1,000,000.003133ELRE6 09/04/2026 2,3471.93003/04/2020 1,001,960.00 1.903 1.9301,000,000.00 Federal Farm Credit Bank .2277 Call 1,500,000.003133ELQK3 06/02/2027 2,6182.00003/02/2020 1,500,090.00 1.972 2.0001,500,000.00 Federal Farm Credit Bank .2278 Call 1,500,000.003133ELRD8 03/04/2026 2,1631.89003/04/2020 1,502,580.00 1.864 1.8901,500,000.00 Federal Farm Credit Bank .2279 Call 1,500,000.003133ELRE6 09/04/2026 2,3471.93003/04/2020 1,502,940.00 1.903 1.9301,500,000.00 Federal Farm Credit Bank .2280 Call 1,000,000.003133ELPS7 03/04/2030 3,6242.24003/04/2020 1,008,260.00 2.142 2.1721,005,980.80 Federal Farm Credit Bank .2288 Call 2,000,000.003133ELSJ4 09/10/2029 3,4491.90003/10/2020 2,000,420.00 1.873 1.9002,000,000.00 Federal Farm Credit Bank .2289 Call 1,500,000.003133ELSD7 03/11/2030 3,6311.85003/11/2020 1,489,845.00 1.824 1.8501,500,000.00 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 182 March 31, 2020 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 Farm Credit Bank .2292 Call 1,500,000.003133ELSD7 03/11/2030 3,6311.85003/11/2020 1,489,845.00 1.824 1.8501,500,000.00 Federal Farm Credit Bank .2294 Call 1,800,000.003133ELRE6 09/04/2026 2,3471.93003/06/2020 1,803,528.00 1.886 1.9121,801,851.98 Federal Farm Credit Bank .2295 Call 1,500,000.003133ELTF1 09/16/2025 1,9941.33003/16/2020 1,500,900.00 1.311 1.3301,500,000.00 Federal Farm Credit Bank .2300 Call 2,000,000.003133ELTE4 03/17/2025 1,8111.22003/17/2020 2,000,680.00 1.203 1.2202,000,000.00 Federal Farm Credit Bank .2302 Call 1,500,000.003133ELTE4 03/17/2025 1,8111.22003/17/2020 1,500,510.00 1.203 1.2201,500,000.00 Federal Farm Credit Bank .2303 Call 1,000,000.003133ELTF1 09/16/2025 1,9941.33003/16/2020 1,000,600.00 1.302 1.3201,000,496.21 Federal Farm Credit Bank .2318 Call 1,000,000.003133ELPN8 11/27/2029 3,5272.33003/16/2020 1,000,140.00 2.292 2.3241,000,497.85 Federal Home Loan Bank1041 1,500,000.00313378LA7 02/25/2022 6952.33003/20/2012 1,554,555.00 2.298 2.3301,500,000.00 Federal Home Loan Bank1073 2,000,000.00313379EC9 11/18/2020 2312.00005/18/2012 2,021,440.00 1.972 2.0002,000,000.00 Federal Home Loan Bank1156 1,315,000.003133XHRJ3 12/10/2021 6185.00002/25/2013 1,415,163.55 1.825 1.8501,379,378.02 Federal Home Loan Bank1240 1,500,000.00313371U79 12/11/2020 2543.12501/09/2014 1,529,025.00 2.615 2.6511,504,472.31 Federal Home Loan Bank1261 1,500,000.00313382K69 03/12/2021 3451.75003/13/2014 1,520,550.00 2.418 2.4511,490,888.84 Federal Home Loan Bank1267 1,500,000.00313370US5 09/11/2020 1632.87504/02/2014 1,517,430.00 2.271 2.3031,503,523.93 Federal Home Loan Bank1270 200,000.00313379EC9 11/18/2020 2312.00004/08/2014 202,144.00 2.263 2.295199,656.45 Federal Home Loan Bank1272 550,000.00313379EC9 11/18/2020 2312.00004/09/2014 555,896.00 2.263 2.295549,054.83 Federal Home Loan Bank1577 1,500,000.003130A7Q73 12/08/2021 6161.53004/08/2016 1,529,250.00 1.450 1.4701,501,444.30 Federal Home Loan Bank1605 1,000,000.00313382K69 03/12/2021 3451.75004/27/2016 1,013,700.00 1.490 1.5111,002,168.41 Federal Home Loan Bank1619 500,000.003133827D9 02/08/2021 3131.75006/02/2016 506,305.00 1.476 1.496501,039.45 Federal Home Loan Bank1620 400,000.003133XDVS7 12/11/2020 2545.25006/02/2016 413,872.00 1.461 1.481410,088.89 Federal Home Loan Bank1649 250,000.003130A0EN6 12/10/2021 6182.87506/28/2016 260,442.50 1.232 1.249256,624.27 Federal Home Loan Bank1662 Call 1,500,000.003130A8R54 07/28/2023 1,2131.80007/28/2016 1,500,030.00 1.795 1.8201,499,067.34 Federal Home Loan Bank1699 500,000.003133827E7 02/06/2023 1,0412.13010/05/2016 523,790.00 1.578 1.600507,144.89 Federal Home Loan Bank1727 1,000,000.003130AABG2 11/29/2021 6071.87512/16/2016 1,023,880.00 2.168 2.198994,910.12 Federal Home Loan Bank1763 1,910,000.003133XHRJ3 12/10/2021 6185.00003/10/2017 2,055,484.70 2.150 2.1801,996,089.66 Federal Home Loan Bank1780 1,000,000.00313378CR0 03/11/2022 7092.25004/12/2017 1,036,370.00 1.903 1.9301,005,899.94 Federal Home Loan Bank1873 Call 1,500,000.003130ACMH4 10/16/2024 1,6592.50010/16/2017 1,514,445.00 2.465 2.5001,500,000.00 Federal Home Loan Bank1886 1,000,000.003130A3VC5 12/08/2023 1,3462.25001/03/2018 1,069,140.00 2.359 2.392995,127.08 Federal Home Loan Bank1896 1,000,000.003130A3DL5 09/08/2023 1,2552.37501/09/2018 1,063,940.00 2.376 2.409998,903.44 Federal Home Loan Bank1903 500,000.003130ADEV0 01/17/2023 1,0212.38001/18/2018 527,040.00 2.385 2.418499,496.72 Federal Home Loan Bank1996 Call 1,000,000.003130AFG84 11/29/2028 3,1643.87512/06/2018 1,037,810.00 3.823 3.876999,913.22 Federal Home Loan Bank2062 Call 428,571.433130AGVP7 08/19/2027 2,6962.60008/19/2019 428,580.00 2.564 2.600428,571.43 Federal Home Loan Bank2070 Call 428,571.433130AGVP7 08/19/2027 2,6962.60008/19/2019 428,580.00 2.578 2.614428,156.12 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 183 March 31, 2020 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 Bank2108 Call 461,538.463130AH2V4 09/17/2029 3,4562.70009/17/2019 461,555.08 2.663 2.700461,538.46 Federal Home Loan Bank2113 Call 307,692.313130AH2V4 09/17/2029 3,4562.70009/17/2019 307,703.39 2.702 2.740306,673.42 Federal Home Loan Bank2117 Call 1,406,250.003130AH4J9 09/27/2029 3,4662.75009/27/2019 1,406,292.19 2.712 2.7501,406,250.00 Federal Home Loan Bank2141 Call 285,714.293130AGYN9 03/05/2029 3,2602.67010/23/2019 285,724.58 2.639 2.675285,578.12 Federal Home Loan Bank2143 Call 307,692.313130AH2V4 09/17/2029 3,4562.70010/25/2019 307,703.39 2.662 2.699307,692.31 Federal Home Loan Bank2147 Call 304,285.713130AGYN9 03/05/2029 3,2602.67010/31/2019 304,296.66 2.639 2.675304,140.35 Federal Home Loan Bank2190 Call 1,500,000.003130AHSD6 12/23/2024 1,7272.05012/23/2019 1,504,740.00 2.021 2.0501,500,000.00 Federal Home Loan Bank2197 Call 1,000,000.003130AHSD6 12/23/2024 1,7272.05012/23/2019 1,003,160.00 2.021 2.0501,000,000.00 Federal Home Loan Bank2228 Call 1,500,000.003130AHZ71 02/25/2030 3,6172.37502/25/2020 1,512,210.00 2.353 2.3861,498,515.00 Federal Home Loan Bank2243 Call 1,000,000.003130AHN74 12/17/2029 3,5472.60002/05/2020 1,007,930.00 2.506 2.5401,005,029.44 Federal Home Loan Bank2246 Call 1,000,000.003130AJ3X5 02/11/2025 1,7771.85002/11/2020 1,003,850.00 1.824 1.8501,000,000.00 Federal Home Loan Bank2258 Call 1,500,000.003130AJ6P9 02/21/2025 1,7871.95002/21/2020 1,503,810.00 1.923 1.9501,500,000.00 Federal Home Loan Bank2281 Call 1,500,000.003130AJCB3 09/18/2029 3,4572.00003/18/2020 1,502,790.00 1.972 2.0001,500,000.00 Federal Home Loan Bank2284 Call 1,500,000.003130AJCW7 06/12/2029 3,3591.85003/12/2020 1,500,615.00 1.824 1.8501,500,000.00 Federal Home Loan Bank2290 Call 1,000,000.003130AJCW7 06/12/2029 3,3591.85003/12/2020 1,000,410.00 1.824 1.8501,000,000.00 Federal Home Loan Bank2305 Call 2,000,000.003130AJE39 09/17/2026 2,3601.33003/17/2020 1,994,540.00 1.311 1.3302,000,000.00 Federal Home Loan Bank2317 Call 1,500,000.003130AJER6 03/26/2030 3,6461.85003/26/2020 1,500,360.00 1.824 1.8501,500,000.00 Federal Home Loan Bank2319 Call 2,000,000.003130AJEZ8 03/25/2030 3,6452.15003/25/2020 2,001,920.00 2.120 2.1502,000,000.00 Federal Home Loan Bank2321 Call 1,500,000.003130AJF46 03/25/2024 1,4541.25003/25/2020 1,500,525.00 1.232 1.2501,500,000.00 Federal Home Loan Bank2322 Call 1,500,000.003130AJF53 03/24/2025 1,8181.37503/24/2020 1,501,065.00 1.356 1.3751,500,000.00 Federal Home Loan Bank2328 Call 1,500,000.003130AJF95 03/24/2025 1,8181.30003/24/2020 1,498,605.00 1.282 1.3001,500,000.00 Federal Home Loan Bank2338 Call 1,000,000.003130AJG29 09/30/2024 1,6431.35003/30/2020 1,000,240.00 1.331 1.3501,000,000.00 Fed. Home Loan Mortgage Corp.1273 2,000,000.003134G45T1 12/10/2021 6182.00004/10/2014 2,057,320.00 2.564 2.6001,981,694.70 Fed. Home Loan Mortgage Corp.1277 1,000,000.003134G45T1 12/10/2021 6182.00004/22/2014 1,028,660.00 2.643 2.680989,654.98 Fed. Home Loan Mortgage Corp.1292 1,000,000.003134G44G0 05/22/2020 511.50005/06/2014 1,001,560.00 2.091 2.120999,179.45 Fed. Home Loan Mortgage Corp.2170 Call 1,500,000.003134GUWU0 12/12/2024 1,7162.00012/12/2019 1,504,050.00 1.972 2.0001,500,000.00 Fed. Home Loan Mortgage Corp.2183 Call 1,000,000.003134GUC65 06/19/2024 1,5402.00012/19/2019 1,002,960.00 1.972 2.0001,000,000.00 Fed. Home Loan Mortgage Corp.2187 Call 1,500,000.003134GUB66 12/23/2024 1,7272.05012/23/2019 1,504,590.00 2.021 2.0501,500,000.00 Fed. Home Loan Mortgage Corp.2191 Call 1,500,000.003134GUH52 12/30/2024 1,7342.10012/30/2019 1,503,300.00 2.071 2.1001,500,000.00 Fed. Home Loan Mortgage Corp.2203 Call 1,500,000.003134GUT34 01/27/2025 1,7622.04001/27/2020 1,501,380.00 2.012 2.0401,500,000.00 Fed. Home Loan Mortgage Corp.2205 Call 1,000,000.003134GUU32 10/09/2024 1,6522.00001/09/2020 1,000,300.00 1.972 2.0001,000,000.00 Fed. Home Loan Mortgage Corp.2207 Call 1,500,000.003134GUY79 01/17/2025 1,7522.10001/17/2020 1,500,795.00 2.071 2.1001,500,000.00 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 184 March 31, 2020 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 Fed. Home Loan Mortgage Corp.2241 Call 1,000,000.003134GVAR9 02/14/2025 1,7801.90002/14/2020 1,003,710.00 1.873 1.9001,000,000.00 Fed. Home Loan Mortgage Corp.2245 Call 1,000,000.003134GVAU2 02/12/2024 1,4121.80002/12/2020 1,003,970.00 1.775 1.8001,000,000.00 Fed. Home Loan Mortgage Corp.2247 Call 1,000,000.003134GVAT5 02/12/2025 1,7781.80002/12/2020 1,008,920.00 1.775 1.8001,000,000.00 Fed. Home Loan Mortgage Corp.2254 Call 1,500,000.003134GVBQ0 02/14/2025 1,7801.85002/14/2020 1,504,650.00 1.824 1.8501,500,000.00 Fed. Home Loan Mortgage Corp.2256 Call 1,000,000.003134GVCH9 02/14/2025 1,7801.87502/14/2020 1,003,760.00 1.849 1.8751,000,000.00 Fed. Home Loan Mortgage Corp.2257 Call 1,000,000.003134GVCN6 02/18/2025 1,7841.75002/18/2020 1,003,610.00 1.757 1.781998,535.83 Fed. Home Loan Mortgage Corp.2264 Call 1,000,000.003134GVDQ8 02/28/2025 1,7941.90002/28/2020 1,001,570.00 1.873 1.9001,000,000.00 Fed. Home Loan Mortgage Corp.2265 Call 1,500,000.003134GVDR6 02/26/2025 1,7922.00002/26/2020 1,501,170.00 1.967 1.9941,500,364.77 Fed. Home Loan Mortgage Corp.2271 Call 1,500,000.003134GVEH7 03/05/2025 1,7991.87503/05/2020 1,502,190.00 1.849 1.8751,500,000.00 Fed. Home Loan Mortgage Corp.2315 Call 1,000,000.003134GVGY8 03/17/2025 1,8111.15003/17/2020 1,001,560.00 1.134 1.1501,000,000.00 Fed. Home Loan Mortgage Corp.2326 Call 1,500,000.003134GVHE1 03/26/2025 1,8201.40003/30/2020 1,500,750.00 1.380 1.4001,500,000.00 Fed. Home Loan Mortgage Corp.2327 Call 1,000,000.003134GVHJ0 03/26/2025 1,8201.50003/30/2020 1,000,600.00 1.479 1.5001,000,000.00 Federal National Mortgage Asso1048 2,000,000.003136G0AW1 10/16/2020 1982.35004/16/2012 2,017,020.00 2.317 2.3502,000,000.00 Federal National Mortgage Asso1059 2,000,000.003136G0DU2 04/30/2020 292.00004/30/2012 2,002,940.00 1.972 2.0002,000,000.00 Federal National Mortgage Asso1061 1,500,000.003136G0EC1 04/30/2020 292.05004/30/2012 1,502,205.00 2.021 2.0501,500,000.00 Federal National Mortgage Asso1066 2,000,000.003136G0FJ5 10/30/2020 2122.00004/30/2012 2,014,420.00 1.972 2.0002,000,000.00 Federal National Mortgage Asso1268 1,500,000.003136FTR43 08/28/2020 1492.00004/08/2014 1,510,410.00 2.172 2.2021,498,848.61 Federal National Mortgage Asso1276 1,000,000.003136G0U58 04/30/2021 3941.75004/16/2014 1,012,840.00 2.364 2.397993,598.54 Federal National Mortgage Asso1288 250,000.003136G0M57 04/09/2021 3731.75005/02/2014 253,297.50 2.452 2.486248,280.11 Federal National Mortgage Asso1654 1,000,000.003136G0EG2 04/23/2021 3872.28006/30/2016 1,018,690.00 1.171 1.1871,011,234.72 Federal National Mortgage Asso1669 Call 1,350,000.003136G3XZ3 07/28/2021 4831.50007/28/2016 1,351,120.50 1.505 1.5261,349,552.81 Federal National Mortgage Asso1687 Call 1,050,000.003136G36A8 09/27/2024 1,6402.00009/27/2016 1,052,278.50 1.972 2.0001,050,000.00 Federal National Mortgage Asso1715 500,000.0031364CCC0 04/30/2026 2,2207.12511/10/2016 682,755.00 2.367 2.400627,809.41 Federal National Mortgage Asso1883 500,000.003136G05L1 08/26/2022 8772.00012/29/2017 518,530.00 2.238 2.270496,935.10 Federal National Mortgage Asso1894 1,000,000.003135G0T78 10/05/2022 9172.00001/09/2018 1,036,120.00 2.288 2.320992,422.51 Federal National Mortgage Asso1904 1,000,000.003135G0T78 10/05/2022 9172.00001/19/2018 1,036,120.00 2.409 2.443989,544.41 Federal National Mortgage Asso1922 1,000,000.003136G0P62 10/15/2020 1971.50002/05/2018 1,003,070.00 2.268 2.300995,840.80 Federal National Mortgage Asso1926 1,500,000.003135G0T94 01/19/2023 1,0232.37502/08/2018 1,580,850.00 2.574 2.6101,490,793.21 Federal National Mortgage Asso1960 Call 250,000.003136G33H6 08/24/2026 2,3362.10010/24/2018 250,465.00 3.603 3.653228,562.50 Federal National Mortgage Asso2314 1,000,000.003133EAG44 08/03/2026 2,3152.63003/13/2020 1,090,940.00 1.089 1.1041,093,105.60 San Mateo Union High School Dt2153 MUN 1,360,000.00799017WD6 09/01/2028 3,0752.23711/07/2019 1,376,048.00 2.447 2.4801,335,072.67 Tennessee Valley Authority1132 500,000.00880591EL2 02/15/2021 3203.87512/14/2012 513,720.00 1.596 1.618509,182.98 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 185 March 31, 2020 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 Tennessee Valley Authority1133 1,010,000.00880591EN8 08/15/2022 8661.87512/14/2012 1,039,986.90 1.893 1.9201,009,017.53 Tennessee Valley Authority1145 1,500,000.00880591EL2 02/15/2021 3203.87501/23/2013 1,541,160.00 1.647 1.6691,526,885.30 Tennessee Valley Authority1260 1,160,000.00880591EL2 02/15/2021 3203.87503/12/2014 1,191,830.40 2.427 2.4611,173,076.41 Tennessee Valley Authority1508 1,000,000.00880591CJ9 11/01/2025 2,0406.75011/20/2015 1,312,430.00 2.807 2.8461,188,634.66 Tennessee Valley Authority1519 750,000.00880591ER9 09/15/2024 1,6282.87501/15/2016 821,977.50 2.564 2.600758,170.37 Tennessee Valley Authority1589 775,000.00880591CJ9 11/01/2025 2,0406.75004/18/2016 1,017,133.25 2.337 2.370943,738.86 Tennessee Valley Authority1703 1,490,000.00880591EN8 08/15/2022 8661.87510/07/2016 1,534,238.10 1.538 1.5601,500,593.77 Tennessee Valley Authority1714 1,250,000.00880591CJ9 11/01/2025 2,0406.75011/10/2016 1,640,537.50 2.317 2.3501,525,402.97 Subtotal and Average 261,317,604.71 259,368,315.94 266,043,928.67 2.073 2.102 1,664 Treasury Securities (Notes) U.S. Treasury1761 TB 1,500,000.00912828J43 02/28/2022 6981.75003/09/2017 1,543,830.00 2.071 2.1001,490,517.76 U.S. Treasury1866 TB 1,500,000.00912828L57 09/30/2022 9121.75010/06/2017 1,555,845.00 1.914 1.9411,493,210.36 U.S. Treasury1898 TB 1,500,000.00912828P38 01/31/2023 1,0351.75001/11/2018 1,562,220.00 2.308 2.3401,476,468.61 U.S. Treasury1905 TB 1,500,000.00912828N30 12/31/2022 1,0042.12501/22/2018 1,576,050.00 2.387 2.4201,488,586.56 U.S. Treasury1923 TB 1,500,000.00912828P38 01/31/2023 1,0351.75002/05/2018 1,562,220.00 2.560 2.5961,466,468.22 U.S. Treasury1925 TB 1,000,000.00912828P38 01/31/2023 1,0351.75002/08/2018 1,041,480.00 2.487 2.521979,562.77 U.S. Treasury1929 TB 1,000,000.00912828P79 02/28/2023 1,0631.50002/09/2018 1,035,630.00 2.534 2.570970,961.38 U.S. Treasury1934 TB 1,000,000.00912828P79 02/28/2023 1,0631.50002/15/2018 1,035,630.00 2.601 2.638969,167.22 Subtotal and Average 10,334,942.88 10,500,000.00 10,912,905.00 2.330 2.362 969 Municipal Bonds Acalanes Union High School Dis1494 MUN 1,000,000.00004284B38 08/01/2021 4872.38110/30/2015 1,015,170.00 2.120 2.1501,002,878.61 Acalanes Union High School Dis2334 MUN 485,000.00004284ZY4 08/01/2022 8522.90003/25/2020 502,857.70 1.677 1.700498,242.91 County of Alameda2173 MUN 290,000.00010878AS5 08/01/2026 2,3134.00012/05/2019 324,698.50 2.139 2.168321,155.88 Alameda County Joint Pws Auth.2005 MUN 505,000.00010831DS1 06/01/2025 1,8873.36512/24/2018 538,779.45 3.175 3.220508,385.05 Antelope Valley Community Coll1790 MUN 220,000.0003667PFL1 08/01/2022 8522.60805/09/2017 226,630.80 2.266 2.298221,479.77 Antelope Valley Community Coll2069 MUN 500,000.0003667PFN7 08/01/2024 1,5833.02608/16/2019 532,595.00 1.876 1.902523,124.71 State of Arkansas1913 MUN 320,000.00041042ZW5 06/01/2022 7912.87501/26/2018 332,800.00 2.486 2.520322,314.29 Burlingame School District1548 MUN 730,000.00121457EQ4 08/01/2025 1,9486.23802/24/2016 819,600.20 3.557 3.606816,180.74 Cabrillo Community College Dis2119 MUN 2,000,000.00127109QD1 08/01/2027 2,6782.38510/08/2019 2,050,420.00 2.342 2.3752,000,000.00 Carlsbad Unified School Dist .1547 MUN 300,000.00142665DH8 08/01/2021 4874.58402/24/2016 312,555.00 2.130 2.159309,103.10 Carlsbad Unified School Dist .1556 MUN 1,250,000.00142665DH8 08/01/2021 4874.58403/04/2016 1,302,312.50 2.138 2.1681,287,751.13 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 186 March 31, 2020 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 15 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Municipal Bonds Carlsbad Unified School Dist .1753 MUN 350,000.00142665DH8 08/01/2021 4874.58402/17/2017 364,647.50 2.317 2.350359,849.62 Carlsbad Unified School Dist .1857 MUN 305,000.00142665DJ4 08/01/2026 2,3135.23409/27/2017 365,188.70 2.850 2.890344,692.84 Cerritos Community College Dis1523 MUN 500,000.00156792GV9 08/01/2021 4872.78101/27/2016 510,350.00 2.012 2.040504,648.79 Cerritos Community College Dis1876 MUN 55,000.00156792GW7 08/01/2022 8522.97111/30/2017 57,127.40 2.416 2.45055,627.45 Contra Costa Community College2103 MUN 400,000.00212204JJ1 08/01/2028 3,0442.21309/12/2019 410,552.00 2.071 2.100403,413.57 Contra Costa Community College2120 MUN 990,000.00212204JK8 08/01/2029 3,4092.26309/20/2019 1,013,136.30 2.505 2.539967,499.26 Contra Costa Community College2244 MUN 1,500,000.00212204JK8 08/01/2029 3,4092.26302/07/2020 1,535,055.00 2.100 2.1301,516,770.47 Contra Costa Community College2291 MUN 320,000.00212204JF9 08/01/2025 1,9481.91803/09/2020 324,057.60 1.128 1.143332,778.38 State of Delaware1952 MUN 1,500,000.002463807H6 07/01/2022 8213.50005/03/2018 1,548,300.00 2.927 2.9671,516,756.94 Federal Home Loan Bank2312 Call 1,500,000.003130AJEQ8 03/30/2027 2,5541.50003/30/2020 1,500,375.00 1.479 1.5001,500,000.00 Fremon Union High School Distr1646 MUN 525,000.00357172VA0 02/01/2026 2,1326.08006/28/2016 629,611.50 2.994 3.035606,418.33 Fullerton School District1916 MUN 995,000.00359819DN6 08/01/2026 2,3133.16002/14/2018 1,071,326.45 3.028 3.070999,951.16 Fullerton School District1917 MUN 750,000.00359819DM8 08/01/2025 1,9483.04002/14/2018 798,705.00 2.959 3.000751,414.81 Fullerton School District2085 MUN 365,000.00359819DN6 08/01/2026 2,3133.16008/29/2019 392,999.15 1.913 1.940391,268.40 State of Georgia1613 MUN 500,000.00373384RU2 10/01/2022 9133.57005/17/2016 523,410.00 1.878 1.904519,569.31 State of Georgia1645 MUN 365,000.00373384W69 02/01/2023 1,0363.25006/27/2016 383,118.60 1.898 1.925377,807.81 State of Georgia1666 MUN 1,825,000.003733844V5 02/01/2025 1,7672.37507/29/2016 1,887,670.50 1.972 1.9991,855,271.99 State of Georgia1691 MUN 385,000.00373384RU2 10/01/2022 9133.57009/26/2016 403,025.70 1.630 1.653402,523.46 State of Georgia1775 MUN 250,000.00373384RX6 10/01/2025 2,0094.00004/10/2017 279,190.00 2.739 2.777264,890.56 State of Georgia1919 MUN 1,095,000.00373384RY4 10/01/2026 2,3744.31001/26/2018 1,264,637.40 2.979 3.0201,175,216.41 State of Georgia1945 MUN 200,000.00373384RY4 10/01/2026 2,3744.31003/19/2018 230,984.00 3.204 3.248211,943.09 State of Georgia1962 MUN 390,000.00373384SP2 10/01/2023 1,2783.74010/25/2018 418,193.10 3.093 3.136397,578.52 State of Georgia1967 MUN 350,000.00373385BU6 02/01/2027 2,4972.72010/31/2018 372,113.00 3.412 3.460334,707.83 State of Georgia1980 MUN 1,200,000.00373384PB6 11/01/2027 2,7705.01411/30/2018 1,442,940.00 3.649 3.7001,301,024.45 State of Georgia2086 MUN 1,500,000.00373384RV0 10/01/2023 1,2783.72008/29/2019 1,603,725.00 1.749 1.7741,598,107.95 State of Georgia2229 MUN 425,000.00373384RY4 10/01/2026 2,3744.31001/31/2020 490,841.00 1.837 1.863488,271.73 State of Georgia2332 MUN 1,000,000.00373384RW8 10/01/2024 1,6443.82003/23/2020 1,091,680.00 1.889 1.9151,081,662.94 City of Glendora2109 MUN 1,345,000.00378612AL9 06/01/2028 2,9832.26509/16/2019 1,377,670.05 2.318 2.3501,336,574.25 City of Glendora2137 MUN 400,000.00378612AL9 06/01/2028 2,9832.26510/02/2019 409,716.00 2.194 2.225401,176.38 State of Hawaii1685 MUN 1,045,000.00419792DA1 10/01/2026 2,3743.15010/19/2016 1,122,789.80 2.431 2.4651,086,007.59 State of Hawaii1852 MUN 225,000.00419791YP7 02/01/2022 6714.80009/21/2017 239,231.25 2.071 2.100235,587.01 State of Hawaii1944 MUN 1,000,000.00419792NH5 10/01/2022 9131.92103/20/2018 1,017,220.00 2.584 2.620983,616.80 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 187 March 31, 2020 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 Hawaii1946 MUN 355,000.00419791YP7 02/01/2022 6714.80003/21/2018 377,453.75 2.761 2.800367,251.02 State of Hawaii1947 MUN 1,500,000.00419792NH5 10/01/2022 9131.92103/29/2018 1,525,830.00 2.663 2.7001,472,658.75 State of Hawaii1961 MUN 250,000.00419791YS1 02/01/2025 1,7675.23010/25/2018 292,365.00 3.363 3.410269,638.63 State of Hawaii1981 MUN 500,000.00419791YV4 02/01/2028 2,8625.48011/30/2018 626,570.00 3.687 3.739557,254.29 State of Hawaii1995 MUN 800,000.00419791YT9 02/01/2026 2,1325.33012/06/2018 959,424.00 3.304 3.350881,527.30 State of Hawaii2019 MUN 750,000.00419792NH5 10/01/2022 9131.92101/17/2019 762,915.00 2.613 2.650737,051.54 State of Hawaii2331 MUN 1,000,000.00419792YK6 01/01/2021 2753.25003/23/2020 1,014,630.00 1.327 1.3461,014,069.54 City of Los Angeles1748 MUN 1,000,000.00544351KS7 09/01/2023 1,2482.64002/14/2017 1,030,590.00 2.784 2.8231,000,928.89 City of Los Angeles1879 MUN 1,090,000.00544351KR9 09/01/2022 8832.44012/11/2017 1,112,246.90 2.355 2.3881,091,277.42 City of Los Angeles1969 MUN 295,000.00544351NP0 09/01/2026 2,3443.30011/02/2018 316,369.80 3.530 3.579290,404.62 City of Los Angeles2008 MUN 1,000,000.00544351MS5 09/01/2026 2,3443.50001/07/2019 1,084,380.00 3.077 3.1191,021,514.71 City of Los Angeles2200 MUN 840,000.00544351NQ8 09/01/2027 2,7093.40001/06/2020 910,450.80 2.360 2.393896,985.84 City of Los Angeles2213 MUN 985,000.00544351LQ0 09/01/2029 3,4403.05001/22/2020 1,035,077.40 2.413 2.4461,034,590.09 City of Los Angeles2283 MUN 1,000,000.00544351KV0 09/01/2026 2,3443.15003/05/2020 1,064,710.00 1.519 1.5411,097,888.23 Los Angeles Dept. of WTR & PWR1949 MUN 1,500,000.00544495VX9 07/01/2027 2,6475.51603/29/2018 1,851,015.00 3.254 3.3001,706,136.73 Los Angeles Dept. of WTR & PWR1965 MUN 425,000.00544495VX9 07/01/2027 2,6475.51610/29/2018 524,454.25 3.600 3.650473,885.88 Los Angeles Dept. of WTR & PWR1975 MUN 300,000.00544525NW4 07/01/2022 8215.18111/07/2018 325,656.00 3.166 3.210312,451.44 State of Massachusetts2227 MUN 250,000.0057582PUT5 05/01/2029 3,3174.91001/30/2020 298,625.00 2.331 2.363301,668.65 State of Maryland1689 MUN 485,000.005741925C0 03/01/2022 6994.30009/16/2016 514,725.65 1.534 1.555509,420.08 State of Maryland1762 MUN 1,000,000.00574193NC8 03/15/2022 7132.25003/22/2017 1,018,280.00 2.219 2.2501,000,000.00 State of Maryland1941 MUN 1,500,000.00574193PU6 03/15/2021 3482.48003/21/2018 1,519,485.00 2.406 2.4401,500,547.71 State of Maryland1943 MUN 1,280,000.005741925D8 03/01/2023 1,0644.40003/20/2018 1,399,795.20 2.633 2.6701,340,114.00 State of Maryland1958 MUN 1,690,000.005741926L9 08/01/2024 1,5834.20010/19/2018 1,886,885.00 3.413 3.4611,738,618.25 State of Maryland2184 MUN 500,000.005741926N5 08/01/2025 1,9484.35012/16/2019 568,385.00 2.089 2.118555,798.52 State of Maryland - Dept/Trans2134 MUN 1,000,000.00574204WH2 06/15/2023 1,1704.45010/15/2019 1,096,620.00 1.893 1.9201,077,929.97 State of Michigan2002 MUN 825,000.005946108C4 05/15/2026 2,2353.85012/21/2018 865,829.25 3.452 3.500840,432.34 Menlo Park City School Dist.2104 MUN 1,000,000.00586840ND8 07/01/2027 2,6472.21410/08/2019 1,030,940.00 2.183 2.2141,000,000.00 Mtn. View-Whisman School Dist.1348 MUN 500,000.0062451FFK1 08/01/2021 4872.97307/24/2014 512,415.00 2.893 2.933501,342.94 Marin Community College Dist.1858 MUN 500,000.0056781RGU5 08/01/2027 2,6783.27209/28/2017 568,230.00 2.791 2.830514,049.45 Marin Community College Dist.1973 MUN 120,000.0056781RGT8 08/01/2026 2,3133.17211/05/2018 134,622.00 3.452 3.500117,828.68 Marin Community College Dist.2084 MUN 250,000.0056781RJL2 08/01/2027 2,6783.33008/29/2019 285,312.50 1.874 1.900274,229.31 Marin Community College Dist.2287 MUN 310,000.0056781RJJ7 08/01/2025 1,9485.00003/06/2020 373,525.20 1.193 1.210370,474.77 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 188 March 31, 2020 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 17 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Municipal Bonds Mt. San Antonio Community Coll1489 MUN 1,335,000.00623040GX4 08/01/2023 1,2174.10310/26/2015 1,460,663.55 2.490 2.5251,398,386.47 Mt. San Antonio Community Coll2208 MUN 230,000.00623040KQ4 08/01/2029 3,4092.56902/04/2020 241,141.20 2.533 2.569230,000.00 State of Mississippi1968 MUN 1,500,000.00605581LM7 11/01/2026 2,4053.75111/07/2018 1,710,540.00 3.377 3.4241,527,942.75 State of Mississippi1972 MUN 500,000.00605581LM7 11/01/2026 2,4053.75111/07/2018 570,180.00 3.401 3.449508,592.69 State of Mississippi2087 MUN 750,000.00605581HL4 12/01/2024 1,7052.98708/30/2019 811,215.00 1.745 1.770790,491.91 State of Mississippi2090 MUN 500,000.00605581HL4 12/01/2024 1,7052.98709/04/2019 540,810.00 1.783 1.807526,130.37 State of Mississippi2096 MUN 150,000.006055805W5 11/01/2025 2,0404.68109/09/2019 173,884.50 1.888 1.914171,817.86 State of Mississippi2189 MUN 250,000.006055805V7 11/01/2024 1,6754.51112/19/2019 283,335.00 2.079 2.108276,033.18 State of Mississippi2329 MUN 1,000,000.00605581LJ4 11/01/2023 1,3093.40803/20/2020 1,071,370.00 1.626 1.6491,060,852.15 City of Napa Solid Waste2055 MUN 595,000.00630337AL7 08/01/2024 1,5832.20008/08/2019 608,702.85 1.968 1.996599,980.08 State of New Hampshire1948 MUN 1,500,000.00644682M37 06/01/2021 4263.50003/22/2018 1,541,025.00 2.544 2.5801,515,341.51 Northern CA Power Agency2058 MUN 500,000.00664845DF8 06/01/2020 614.63008/08/2019 502,865.00502,118.43 New York St Envrnmntl Facs1942 MUN 1,000,000.0064985HWN3 07/15/2020 1051.43103/15/2018 1,001,870.00 2.377 2.410997,263.81 New York St Envrnmntl Facs2007 MUN 450,000.0064985HWS2 07/15/2024 1,5662.12001/04/2019 463,531.50 2.860 2.900436,180.77 New York State Urban Dev Corp.2097 MUN 700,000.006500357D4 03/15/2026 2,1743.07009/09/2019 763,462.00 2.071 2.100737,603.16 New York State Envrnmntl Corp1933 MUN 2,000,000.0064986DEE1 06/15/2022 8052.43802/15/2018 2,053,040.00 2.624 2.6611,990,733.08 New York State Envrnmntl Corp2022 MUN 1,000,000.00649791CN8 03/01/2023 1,0644.69001/22/2019 1,097,340.00 2.752 2.7911,051,967.55 New York State Envrnmntl Corp2024 MUN 1,000,000.00649791CN8 03/01/2023 1,0644.69002/08/2019 1,097,340.00 2.751 2.7901,052,033.49 New York State Envrnmntl Corp2146 MUN 1,500,000.00649791PQ7 02/15/2025 1,7812.12010/31/2019 1,546,710.00 2.063 2.0911,502,030.22 New York State Envrnmntl Corp2224 MUN 580,000.00649791PS3 02/15/2027 2,5112.36001/30/2020 604,394.80 1.933 1.960594,819.02 City of Oakland2293 MUN 1,500,000.00672240WY0 01/15/2030 3,5762.11003/09/2020 1,453,050.00 1.436 1.4561,589,024.23 City of Oakland2307 MUN 1,500,000.00672240WY0 01/15/2030 3,5762.11003/13/2020 1,453,050.00 1.638 1.6611,560,575.59 City of Oakland2313 MUN 1,080,000.00672240WY0 01/15/2030 3,5762.11003/16/2020 1,046,196.00 2.247 2.2791,063,965.45 City of Oakland2316 MUN 1,500,000.00672240WX2 01/15/2029 3,2112.07003/16/2020 1,477,575.00 2.151 2.1811,486,563.70 Ohlone Community College Distr2165 MUN 600,000.00677765GY9 08/01/2027 2,6782.23711/22/2019 624,504.00 2.271 2.303597,334.26 Ohlone Community College Distr2175 MUN 280,000.00677765GY9 08/01/2027 2,6782.23712/06/2019 291,435.20 2.327 2.360277,697.88 Ohlone Community College Distr2179 MUN 970,000.00677765HA0 08/01/2029 3,4092.33712/11/2019 1,010,536.30 2.382 2.415963,707.02 State of Ohio1550 MUN 1,500,000.00677522HZ0 05/01/2021 3951.57003/09/2016 1,502,535.00 1.548 1.5691,500,000.00 State of Ohio1688 MUN 800,000.00677522JB1 05/01/2023 1,1252.11009/13/2016 829,296.00 1.764 1.788807,437.19 State of Ohio1742 MUN 2,000,000.00677522JB1 05/01/2023 1,1252.11001/31/2017 2,073,240.00 2.485 2.5201,976,724.53 State of Ohio1832 MUN 900,000.006775207G7 04/01/2024 1,4614.97106/30/2017 1,024,776.00 2.416 2.450983,155.11 State of Ohio1881 MUN 200,000.00677521GP5 11/01/2020 2143.62512/21/2017 203,178.00 2.179 2.210201,590.29 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 189 March 31, 2020 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 Ohio2308 MUN 500,000.00677521CT1 09/01/2026 2,3445.26203/13/2020 607,200.00 1.710 1.734606,609.28 Orchard School District1910 MUN 200,000.00685585FD8 08/01/2027 2,6783.12501/25/2018 210,974.00 3.208 3.253198,432.50 State of Oregon1682 MUN 570,000.0068609BGH4 05/01/2022 7602.50008/29/2016 584,386.80 1.528 1.550580,756.59 State of Oregon1974 MUN 500,000.0068607LXQ5 06/01/2027 2,6175.89211/06/2018 587,070.00 3.516 3.565560,986.58 State of Oregon2003 MUN 300,000.0068608USE7 08/01/2025 1,9482.87712/21/2018 312,690.00 3.156 3.200295,370.22 State of Oregon2015 MUN 445,000.0068607LXQ5 06/01/2027 2,6175.89201/16/2019 522,492.30 3.537 3.587507,991.28 State of Oregon2223 MUN 570,000.0068609TDT2 05/01/2024 1,4913.22701/30/2020 609,609.30 1.641 1.664604,960.84 State of Oregon2230 MUN 495,000.0068607LXQ5 06/01/2027 2,6175.89201/31/2020 581,199.30 2.583 2.619599,973.75 State of Oregon2266 MUN 1,000,000.0068607LXQ5 06/01/2027 2,6175.89202/24/2020 1,174,140.00 2.482 2.5171,219,718.99 State of Oregon2310 MUN 350,000.0068609BXT9 05/01/2027 2,5863.08003/13/2020 377,604.50 1.302 1.320391,471.30 City of Pacifica2138 MUN 1,015,000.0069511AAS3 06/01/2025 1,8872.56310/23/2019 1,035,614.65 2.469 2.5031,017,853.37 City of Pacifica2139 MUN 580,000.0069511AAT1 06/01/2026 2,2522.66310/23/2019 592,580.20 2.611 2.647580,487.32 Pasadena CA Public Finance Aut1985 MUN 665,000.00702274CP4 12/01/2023 1,3393.43812/06/2018 699,294.05 3.205 3.250669,195.84 Palo Alto Unified School Dist.1192 MUN 2,000,000.00697379UE3 08/01/2021 4872.44105/10/2013 2,029,260.00 2.031 2.0602,009,295.24 Palo Alto Unified School Dist.1193 MUN 1,800,000.00697379UE3 08/01/2021 4872.44105/13/2013 1,826,334.00 2.031 2.0601,808,365.44 Palo Alto Unified School Dist.1195 MUN 1,990,000.00697379UE3 08/01/2021 4872.44105/15/2013 2,019,113.70 2.051 2.0801,998,757.08 Palo Alto Unified School Dist.1437 MUN 200,000.00697379UE3 08/01/2021 4872.44101/27/2015 202,926.00 2.041 2.070200,920.68 Palo Alto Unified School Dist.1610 MUN 1,000,000.00697379UE3 08/01/2021 4872.44105/12/2016 1,014,630.00 1.528 1.5501,011,365.19 Palo Alto Unified School Dist.1684 MUN 600,000.00697379UD5 08/01/2020 1222.29109/02/2016 601,788.00 1.290 1.308601,910.12 Palo Alto Unified School Dist.1880 MUN 1,025,000.00697379UD5 08/01/2020 1222.29112/20/2017 1,028,054.50 1.923 1.9501,026,128.04 State of Rhode Island2192 MUN 260,000.0076222RYN6 01/15/2025 1,7502.00012/20/2019 266,099.60 2.017 2.045259,467.02 State of Rhode Island2219 MUN 1,500,000.0076222RXB3 04/01/2028 2,9223.25001/27/2020 1,658,580.00 2.077 2.1061,625,403.26 State of Rhode Island2239 MUN 550,000.0076222RXB3 04/01/2028 2,9223.25002/06/2020 608,146.00 1.990 2.018599,721.95 Redwood City School District2130 MUN 1,000,000.00757889EH9 08/01/2027 2,6782.28410/16/2019 1,041,960.00 2.252 2.2841,000,000.00 Redwood City School District2253 MUN 1,095,000.00757889EG1 08/01/2026 2,3132.15902/13/2020 1,134,430.95 1.727 1.7511,121,628.26 San Bernardino Cmty College Di2166 MUN 1,500,000.00796720NC0 08/01/2028 3,0442.59012/12/2019 1,539,735.00 2.554 2.5901,500,000.00 County of Santa Clara1897 MUN 1,340,000.00801546PH9 08/01/2023 1,2172.50001/11/2018 1,390,879.80 2.436 2.4701,341,238.16 County of Santa Clara1899 MUN 1,460,000.00801546PJ5 08/01/2024 1,5832.68001/12/2018 1,538,460.40 2.643 2.6801,460,000.00 Santa Clara Vly Transportation1964 MUN 1,400,000.0080168NEL9 04/01/2021 3654.64910/29/2018 1,447,474.00 3.008 3.0501,421,408.44 Santa Clara Valley Water Dist.2181 MUN 1,555,000.0080168ACV7 06/01/2028 2,9832.43412/12/2019 1,595,912.05 2.416 2.4501,553,155.73 Santa Cruz County Capital Fin.1906 MUN 465,000.0080181PCT2 06/01/2024 1,5222.50001/25/2018 482,749.05 2.968 3.010456,060.04 Santa Cruz County Capital Fin.1907 MUN 465,000.0080181PCU9 06/01/2025 1,8872.75001/25/2018 488,208.15 3.008 3.050458,576.99 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 190 March 31, 2020 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 19 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Municipal Bonds Santa Cruz County Capital Fin.1908 MUN 470,000.0080181PCV7 06/01/2026 2,2523.00001/25/2018 500,958.90 3.107 3.150466,192.25 Santa Cruz County Capital Fin.1909 MUN 280,000.0080181PCW5 06/01/2027 2,6173.00001/25/2018 298,382.00 3.205 3.250275,696.93 Sequoia Union High School Dist2320 MUN 400,000.00817409N35 07/01/2025 1,9171.73503/18/2020 398,872.00 1.381 1.400406,753.55 City & County of San Francisco1441 MUN 360,000.00797646NL6 06/15/2022 8054.95002/09/2015 387,180.00 2.416 2.450378,061.07 City & County of San Francisco1509 MUN 1,000,000.00797646NC6 06/15/2025 1,9015.45011/27/2015 1,169,730.00 3.067 3.1101,104,678.00 City & County of San Francisco1711 MUN 2,105,000.00797646T48 06/15/2025 1,9012.29011/01/2016 2,127,334.05 2.219 2.2492,108,939.69 City & County of San Francisco1712 MUN 245,000.00797646T55 06/15/2026 2,2662.39011/01/2016 248,410.40 2.376 2.410244,726.65 City & County of San Francisco1839 MUN 230,000.00797646T48 06/15/2025 1,9012.29007/14/2017 232,440.30 2.682 2.720225,393.48 City & County of San Francisco2014 MUN 1,420,000.00797646ND4 06/15/2026 2,2665.60001/16/2019 1,703,247.40 3.304 3.3501,594,231.74 City & County of San Francisco2148 MUN 1,120,000.007976466C5 06/15/2029 3,3622.10010/31/2019 1,113,190.40 2.337 2.3691,095,216.18 San Francisco Cmnty Facs Dist1937 MUN 680,000.0079772EBC2 09/01/2027 2,7093.25003/02/2018 737,854.40 3.451 3.499669,382.59 San Francisco Cmnty Facs Dist2132 MUN 350,000.0079772ECL1 09/01/2029 3,4403.64810/11/2019 385,364.00 2.398 2.431385,420.19 San Francisco Cmnty Facs Dist2309 MUN 130,000.0079772ECJ6 09/01/2027 2,7093.46803/13/2020 140,764.00 1.577 1.599146,907.52 SF Bay Area Rapid Transit Dist1938 MUN 2,100,000.00797669XU7 07/01/2021 4562.38703/07/2018 2,131,227.00 2.494 2.5282,096,444.55 SF Bay Area Rapid Transit Dist1939 MUN 1,500,000.00797669XU7 07/01/2021 4562.38703/07/2018 1,522,305.00 2.497 2.5311,497,403.96 SF Bay Area Rapid Transit Dist2018 MUN 875,000.00797669XU7 07/01/2021 4562.38701/17/2019 888,011.25 2.544 2.579872,964.92 SF Bay Area Rapid Transit Dist2029 MUN 200,000.00797669XW3 07/01/2023 1,1862.62102/25/2019 208,582.00 2.672 2.710199,454.60 San Jose Evergreen Cmnty Colll1966 MUN 315,000.00798189PK6 09/01/2027 2,7093.72810/29/2018 349,631.10 3.676 3.727315,000.00 San Jose Evergreen Cmnty Colll2105 MUN 500,000.00798189QA7 08/01/2028 3,0442.35010/01/2019 512,605.00 2.317 2.350500,000.00 San Jose Unified School Dist.1435 MUN 580,000.00798186C83 08/01/2023 1,2172.50001/29/2015 597,800.20 2.663 2.700576,565.46 Santa Monica Cmnty College Dis2025 MUN 215,000.00802385QW7 08/01/2022 8522.90802/19/2019 224,017.10 2.714 2.752215,748.86 Santa Monica Cmnty College Dis2091 MUN 315,000.00802385RC0 08/01/2028 3,0443.47209/05/2019 353,511.90 1.972 2.000350,229.69 San Mateo Union High School Dt1518 MUN 180,000.00799017KV9 09/01/2021 5182.72001/19/2016 183,510.00 2.046 2.075181,544.07 San Mateo Union High School Dt1902 MUN 1,000,000.00799017UW6 09/01/2025 1,9792.69901/16/2018 1,043,790.00 2.786 2.825993,883.61 San Mateo Union High School Dt1940 MUN 1,000,000.00799017UW6 09/01/2025 1,9792.69903/09/2018 1,043,790.00 2.959 3.000985,483.66 San Mateo Union High School Dt2178 MUN 1,565,000.00799017VM7 09/01/2028 3,0752.54212/11/2019 1,618,914.25 2.311 2.3431,588,453.02 Solano Cnty Community Clg Dist2176 MUN 1,150,000.0083412PFQ0 08/01/2028 3,0442.71712/09/2019 1,200,416.00 2.462 2.4961,168,879.66 South Pasadena Unified School1914 MUN 180,000.00839278JM1 08/01/2027 2,6783.00002/15/2018 192,299.40 3.057 3.100178,861.19 South Pasadena Unified School2161 MUN 370,000.00839278KC1 08/01/2029 3,4095.00012/12/2019 458,452.20 2.598 2.634441,732.17 South Pasadena Unified School2162 MUN 250,000.00839278KB3 08/01/2028 3,0445.00012/12/2019 305,790.00 2.549 2.584294,845.61 South Pasadena Unified School2163 MUN 145,000.00839278KA5 08/01/2027 2,6785.00012/12/2019 174,703.25 2.500 2.534168,700.46 South Pasadena Unified School2164 MUN 390,000.00839278JZ2 08/01/2026 2,3135.00012/12/2019 462,567.30 2.378 2.411448,756.43 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 191 March 31, 2020 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 20 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Municipal Bonds San Rafael City High Sch Distr2150 MUN 1,755,000.00799289MR1 08/01/2024 1,5831.96511/13/2019 1,790,819.55 1.938 1.9651,755,000.00 Sunnyvale Elementary Sch Distr2100 MUN 135,000.00867578UT1 09/01/2028 3,0752.19009/19/2019 136,942.65 2.157 2.187135,000.00 Sunnyvale Elementary Sch Distr2101 MUN 135,000.00867578US3 09/01/2027 2,7092.09009/19/2019 136,680.75 2.061 2.090135,000.00 State of Tennessee1673 MUN 1,000,000.00880541XY8 08/01/2026 2,3132.11608/25/2016 1,013,460.00 1.923 1.9501,009,506.38 State of Tennessee1674 MUN 1,650,000.00880541XX0 08/01/2025 1,9482.06608/25/2016 1,665,625.50 1.893 1.9201,661,741.73 State of Tennessee1676 MUN 700,000.00880541XX0 08/01/2025 1,9482.06608/25/2016 706,629.00 1.893 1.920704,981.34 State of Tennessee2001 MUN 205,000.00880541QU4 08/01/2024 1,5833.72812/20/2018 226,287.20 2.860 2.900211,737.80 State of Texas1482 MUN 920,000.00882723PP8 10/01/2021 5482.58910/14/2015 947,250.40 1.864 1.890929,079.85 State of Texas1621 MUN 500,000.00882723A41 10/01/2020 1831.77706/07/2016 502,005.00 1.450 1.470500,740.15 State of Texas1708 MUN 110,000.00882722VJ7 04/01/2022 7303.67310/19/2016 115,126.00 1.825 1.850113,797.72 State of Texas1855 MUN 250,000.00882723EN5 08/01/2025 1,9483.83209/22/2017 263,015.00 2.747 2.785262,445.39 State of Texas2013 MUN 1,000,000.00882722VH1 04/01/2021 3653.52301/11/2019 1,022,280.00 3.503 3.5521,007,141.50 State of Texas2195 MUN 1,500,000.008827237P8 10/01/2025 2,0093.05112/23/2019 1,626,270.00 1.975 2.0031,581,210.49 State of Texas2225 MUN 940,000.008827237T0 10/01/2029 3,4703.52101/30/2020 1,051,399.40 2.191 2.2211,043,896.87 State of Texas2255 MUN 1,265,000.008827237T0 10/01/2029 3,4703.52102/14/2020 1,414,915.15 2.192 2.2221,404,759.33 State of Texas2311 MUN 250,000.008827237N3 10/01/2024 1,6442.89903/16/2020 267,585.00 1.231 1.248267,998.35 University of California1356 MUN 425,000.0091412GGU3 05/15/2020 443.34807/31/2014 425,879.75 2.281 2.313425,500.25 University of California1481 MUN 260,000.0091412GQB4 05/15/2020 441.99510/08/2015 260,122.20 1.824 1.850260,043.91 University of California2077 MUN 1,500,000.0091412GQG3 05/15/2025 1,8703.05008/26/2019 1,602,525.00 1.930 1.9571,579,003.62 University of California2095 MUN 1,000,000.0091412GQG3 05/15/2025 1,8703.05009/09/2019 1,068,350.00 1.797 1.8211,059,483.87 State of Utah1622 MUN 750,000.00917542QT2 07/01/2020 913.28906/07/2016 752,910.00 1.430 1.450753,336.27 State of Utah1731 MUN 770,000.00917542QR6 07/01/2024 1,5524.55401/04/2017 811,780.20 2.904 2.944816,944.90 State of Utah1990 MUN 1,000,000.00917542QU9 07/01/2021 4563.36911/29/2018 1,020,970.00 2.959 3.0001,004,393.78 State of Utah2306 MUN 1,500,000.00917542QV7 07/01/2025 1,9173.53903/13/2020 1,575,255.00 1.948 1.9751,616,327.12 State of Washington1672 MUN 250,000.0093974DHW1 08/01/2022 8522.74008/08/2016 260,522.50 1.504 1.524256,747.93 State of Washington1721 MUN 515,000.0093974CPH7 08/01/2022 8524.63612/05/2016 557,642.00 2.465 2.500538,790.88 State of Washington1778 MUN 1,500,000.0093974CPG9 08/01/2021 4874.58604/12/2017 1,574,235.00 2.081 2.1101,547,085.86 State of Washington1802 MUN 485,000.0093974CRC6 08/01/2024 1,5834.66905/23/2017 553,215.25 2.416 2.450527,510.51 State of Washington2196 MUN 500,000.0093974CRC6 08/01/2024 1,5834.66912/24/2019 570,325.00 1.978 2.005554,854.19 State of Wisconsin2000 MUN 500,000.0097705LA49 05/01/2022 7603.80012/19/2018 513,055.00 3.076 3.119506,670.79 Subtotal and Average 164,093,799.67 159,110,000.00 168,216,935.35 2.362 2.395 1,761 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 192 March 31, 2020 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 21 CUSIP Investment # Issuer PurchaseDate Book Value YTM360 YTM365 Supranationals (World Bank) Bonds Inter-American Dev. Bank1978 IADB 1,500,000.004581X0CZ9 09/14/2022 8961.75011/09/2018 1,544,895.00 3.106 3.1501,451,832.19 Intl Bk Recon & Development1976 IBRD 1,500,000.00459056LD7 01/19/2023 1,0237.62511/08/2018 1,792,740.00 3.111 3.1551,674,484.84 Intl Bk Recon & Development1982 IBRD 1,000,000.00459058GL1 09/27/2023 1,2743.00011/27/2018 1,079,440.00 3.018 3.060998,049.54 Intl Bk Recon & Development2028 IBRD 1,500,000.0045905U2D5 02/15/2024 1,4152.50002/28/2019 1,523,340.00 2.990 3.0311,500,000.00 Intl Bk Recon & Development2039 IBRD 1,000,000.0045905U2W3 04/15/2024 1,4752.40004/30/2019 1,000,790.00 3.000 3.0421,000,000.00 Intl Bk Recon & Development2106 IFC 1,500,000.0045950VNF9 09/20/2024 1,6331.70009/20/2019 1,523,190.00 1.676 1.7001,500,000.00 Intl Bk Recon & Development2111 IBRD 1,500,000.00459058HG1 09/23/2024 1,6362.20009/23/2019 1,510,125.00 2.169 2.2001,500,000.00 Intl Bk Recon & Development2116 IBRD 1,500,000.00459058HG1 09/23/2024 1,6362.20009/23/2019 1,510,125.00 2.169 2.2001,500,000.00 Intl Bk Recon & Development2154 IBRD 1,500,000.00459058HP1 11/13/2024 1,6872.05011/13/2019 1,511,550.00 2.021 2.0501,500,000.00 Intl Bk Recon & Development2156 IBRD 1,500,000.00459058HQ9 11/18/2024 1,6922.16011/18/2019 1,512,855.00 2.130 2.1601,500,000.00 Intl Bk Recon & Development2159 IBRD 1,500,000.00459058HQ9 11/18/2024 1,6922.16011/18/2019 1,512,855.00 2.130 2.1601,500,000.00 Intl Bk Recon & Development2168 IBRD 1,000,000.00459058HG1 09/23/2024 1,6362.20011/26/2019 1,006,750.00 2.118 2.1481,002,171.61 Intl Bk Recon & Development2185 IBRD 1,500,000.00459058HG1 09/23/2024 1,6362.20012/16/2019 1,510,125.00 2.136 2.1661,502,112.41 Intl Bk Recon & Development2199 IBRD 1,500,000.00459058HG1 09/23/2024 1,6362.20012/27/2019 1,510,125.00 2.147 2.1771,501,417.35 Intl Bk Recon & Development2336 IBRD 1,000,000.0045905U5S9 12/12/2024 1,7162.00003/25/2020 1,009,350.00 1.839 1.8641,006,035.38 International Finance Corp.1988 IFC 1,500,000.0045950VMW3 12/15/2023 1,3533.00012/06/2018 1,523,745.00 3.328 3.3741,500,000.00 International Finance Corp.2012 IFC 2,000,000.0045950VMY9 01/15/2024 1,3842.50001/23/2019 2,027,560.00 3.103 3.1472,000,000.00 International Finance Corp.2023 IFC 1,500,000.0045950VNC6 02/15/2024 1,4152.62502/15/2019 1,524,465.00 3.054 3.0971,500,000.00 International Finance Corp.2217 IFC 1,266,000.0045950VNR3 01/15/2025 1,7501.62501/27/2020 1,289,838.78 2.186 2.2161,266,000.00 Subtotal and Average 26,902,103.32 26,766,000.00 27,423,863.78 2.514 2.549 1,496 Total Investments and Average 552,114,887.92 544,501,158.86 562,906,298.41 2.144 2.174 1,502 Portfolio CPA AP Run Date: 04/13/2020 - 01:23 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a b Packet Pg. 193 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.29.9% 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 $24.5 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.101.96% 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.23.69% 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.29.20% 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 March 31, 2020 Investment Policy Requirements Compliance Check / Actual $124.3 million 1.93% c Packet Pg. 194 Attachment C Investment Policy Compliance As of March 31, 2020 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.3.51% 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 4.92% 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 c Packet Pg. 195 701-32 DOCUMENTS IN THIS PACKET INCLUDE: LETTERS FROM CITIZENS TO THE MAYOR OR CITY COUNCIL RESPONSES FROM STAFF TO LETTERS FROM CITIZENS ITEMS FROM MAYOR AND COUNCIL MEMBERS ITEMS FROM OTHER COMMITTEES AND AGENCIES ITEMS FROM CITY, COUNTY, STATE, AND REGIONAL AGENCIES Prepared for: 05/11/2020 Document dates: 4/22/2020 – 4/29/2020 Set 1 Note: Documents for every category may not have been received for packet reproduction in a given week. a Packet Pg. 196 1 Baumb, Nelly From:Loran Harding <loran.harding@stanfordalumni.org> Sent:Thursday, April 23, 2020 4:05 PM To:Loran Harding; alumnipresident@stanford.edu; antonia.tinoco@hsr.ca.gov; beachrides; bballpod; David Balakian; bearwithme1016@att.net; boardmembers; Leodies Buchanan; Cathy Lewis; Council, City; paul.caprioglio; Chris Field; dennisbalakian; Doug Vagim; Dan Richard; dallen1212@gmail.com; dlfranklin0@outlook.com; Daniel Zack; eappel@stanford.edu; esmeralda.soria@fresno.gov; fmbeyerlein@sbcglobal.net; Steven Feinstein; francis.collins@nih.gov; Raymond Rivas; grinellelake@yahoo.com; huidentalsanmateo; hennessy; steve.hogg; Irv Weissman; jerry ruopoli; kwalsh@kmaxtv.com; kfsndesk; Pam Kelly; Mark Kreutzer; lalws4@gmail.com; leager; Mark Standriff; Mayor; margaret-sasaki@live.com; nick yovino; newsdesk; russ@topperjewelers.com; Steve Wayte; Joel Stiner; terry; vallesR1969@att.net Subject:Fwd: FYI CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Thu, Apr 23, 2020 at 3:08 PM  Subject: Re: FYI  To: Loran Harding <loran.harding@stanfordalumni.org>           Thursday, April 23, 2020               To all‐          Here is an important story from Dr. Linda Halderman re the antibody tests. Even having had the common cold in the  past can make you test positive on one particular antibody test‐ a test of dubious value from China.  But there are  different antibody tests around, and maybe some tests can pick up antibodies unique to the Covid‐19 virus?????  Big  queston‐ Can they?? Ask Stanford about their test. What is generating questions about their test is that they used it in  Santa Clara Co. Calif. and it showed 50‐80 times as many people with antibodies as one would have expected. SO, the  antibody tests are murky at this point. Check with the researchers at Stanford to see what they claim for their test.                       This was sent to me by Doug Vagim:              https://m.facebook.com/story.php?story_fbid=10216848340545761&id=1381544360#               LH    On Wed, Apr 22, 2020 at 5:17 PM Loran Harding <loran.harding@stanfordalumni.org> wrote:    ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Wed, Apr 22, 2020 at 5:03 PM  a Packet Pg. 197 2 Subject: Fwd: FYI  To: Loran Harding <loran.harding@stanfordalumni.org>      ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Wed, Apr 22, 2020 at 4:44 PM  Subject: Fwd: FYI  To: <kwalsh@kmaxtv.com>, Loran Harding <loran.harding@stanfordalumni.org>      ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Wed, Apr 22, 2020 at 3:08 PM  Subject: Fwd: FYI  To: Doug Vagim <dvagim@gmail.com>, Loran Harding <loran.harding@stanfordalumni.org>                Wednesday, April 22, 2020              Doug‐  Thanks.  I recall an earlier mail from you about V. D. Hansen repeatedly riding in the elevator up Hoover  Tower packed with people who just flew in from Wohan (It's a small elevator).  Re the antibody test, I've sent you  several emails in which Fauci and the researchers at Stanford all say that to test + for the antibodies does NOT prove  that you have immunity. We do not know that yet. I just listened to Gov. Newsom from noon to 1 PM and he knows  that. Our emphasis will be on the PCM test, the diagnostic test.  You should view and listen to that news conference.  Probably on YouTube by now. His and Cuomo's and of course Trump's are all there.            Here is the Newsom press conference of today.  1:12  One hour and 12 minutes:                    https://www.youtube.com/watch?v=USps_5m4ngY               Here is the Trump press briefing of today:                  https://www.youtube.com/watch?v=ehkJ9NZy0VE                        Newsom did say that the results of the antibody test are controversial, and they are. Apparently, if you get  sick with the virus, or even are asymptomatic, and you test positive on the diagnostic test‐ the PCM test in that time  period‐ and then you recover and test negative on the diagnostic test, you are no longer contagious. But to get sick,  recover and just test positive for the serology test, the antibody test, does not prove that you are no longer  contagious.  I even heard one expert say that after you are no longer contagious, you can still test positive for a while  on the diagnostic test.  But you cannot read immunity into a positive antibody test. Not yet, anyway.                 There is even a question at this point as to whether you can get infected and sick with the Covid‐19 virus more  than once.                 Stanford is now saying they found 80,000 people in Santa Clara Co. with the antibodies, and some are saying it  cannot be right.    a Packet Pg. 198 3       Newsom said he talked to Trump today. Of the 251 testing sites in Calif. over 50% said they need swabs. Trump told  Newsom today Calif. will get 150,000 swabs this week and 250,000 next week. (Newsom said on Thurs. April 23, 2020  that we have now received 90,000 of the 150,000 swabs).  Calif.  will now vastly increase the number of test sites,  especially in underserved rural and urban areas‐ city centers with large black and hispanic pops. 16,000 tests per day  now, 25,000 tests per day in California by the end of April, and then 60,000 80,000 tests per day in California later. Hear  the numbers in the Newsom press conference above.                            KCBS said this AM that "David Kennedy", former Pres. of Stanford has died of Covid‐19 at his Redwood City  home. Pres. from 1980 to 1992. Big gun Biologist. My mind reeled‐ who the hell is David Kennedy? I tried to think of  some Pres. of Stanf. named David Kennedy and got no where.They got it wrong. It's Donald Kennedy!! He was big shot  in Bio when I was there. He and Paul Ehrlich came to Stanford as young Biologists about the same time. Kennedy had 3  degrees from Harvard. His father was the Burser or Bursur there, whatever that is, so that no doubt helped. I had him  for Bio 1, 2, 3. when I first got there. They gave those lectures in Memorial Auditorium. Remember the "scandal" about  the yacht where Stanford cheated the Navy, and thus the American taxpayers, out of countless hundreds of millions of  dollars, or maybe even countless billions of dollars, to have the yacht? It was a little boat with one mast. A morning  talk‐show host from New York yelled and bellyached about that for years. He went to an Ivy League school, and  Stanford was making the Ivy League look really insignificant by then.  Finally, Stanford reached a settlement with the  Navy and paid a couple of million dollars. With an endowment of‐ now‐ $23 billion, they could afford it. All that while  Donald Kennedy was Pres.                Ironic that a big‐gun Biologist would catch the virus and die of it. He was living in an assisted living facility,  apparently. Santa Clara Co. has been a huge hot spot for the virus. It is the worst county in the Bay Area for Covid 19.  Redwood City is north just over the county line in San Mateo Co.               Try to hear or see the Newsom press conference for today. Pretty good. Not a switch, a dimmer. Huge  information about the testing effort in California.                  I don't know what Fresno Mayor Brand is talking about re opening up. He'll open up when Newsom tells him he  can. I'll shoot Brand a mail reminding him of that.                Important:   See on YouTube last night's PBS News Hour.  They had doctors on who see a lot of kidney damage in  Covid pt. Some wind up on dialysis, maybe for life. In some, the kidneys heal. Protestors should hold up signs saying "I  don't need my kidneys! Open up!  That development should be widely reported and brought up at Trump's press  briefings. I hope that KCBS, et. al., will start reporting it.                   BTW. Viente dos Abril will be part of Guadalajara, Mexico history forever. 1992. The day Pemex gasoline got  into the storm sewers and ran for miles. When somebody tossed a match, it all exploded. Miles of street just  eviscerated. 1,000 killed. I was there the day it happened, having breakfast at my hotel. It sounded like scaffolding fell.  Not near enough to me to do any damage. The Governor of Jalisco State fled to Spain in his private jet. They closed my  hotel so I walked west for a couple miles on crowded sidewalks to the U.S. consulate out there. El Consulado de Los  Estados Unidos. The big U.S. consulate is in downtown in Guad. and they have a smaller one to the west, or north. After  I said I'd sleep in the lobby on their  floor, they directed me to a nice hotel nearby. I was hyped. I feared that in the  chaos, and that is what there was, that bandits would enter Guad. to prey on people. I guess two nights there until my  hotel in the center re‐opened.  Lots of Luz Roja vehicles on the streets, buses full of cops. Buses so full of cops that  some were standing.                 Important:    Trump touts hydroxychloroquine for Covid‐19.  Here is the Mayo Clinic warning about that. There is  a test which a cardiologist can give re the pt's heart first to determine if the drug could cause sudden cardiac arrest in  that pt.: If they can clear you of that risk with a test of the heart, and the drug helps, maybe this is a real benefit: Trump  should hear about the heart test they can give to see if you might be a safe candidate for hydroxychloroquine.     a Packet Pg. 199 4       https://www.nbcnews.com/politics/donald‐trump/mayo‐clinic‐cardiologist‐inexcusable‐ignore‐hydroxychloroquine‐ side‐effects‐n1178776                        BTW, Governor Newsom said today, Thursday, April 23, 2020 that 115 people died in California in the past 24  hours of Covid‐19, the highest one day total so far.                  KCBS reported this AM, April 23, 2020, that Google is contributing 25,000 face shields to Valley Medical Center in  San Jose and its satellites, and that other cos. in the Silicon Valley Leadership Group have done similar things.                                   L. William Harding            Fresno                       ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Doug Vagim <dvagim@gmail.com>  Date: Wed, Apr 22, 2020 at 3:55 AM  Subject: FYI  To: Harding, Loran <loran.harding@alumni.stanford.edu>    https://www.facebook.com/1622144886/posts/10219990949997053/     Did you hear the podcast I previously sent you of Victor Davis Hanson. Where he recalled he and Chinese tourist's  straight from Wuhan would fill the elevators of the Hoover Tower as he was going to work and they would continue to  the observation deck. This would happen almost every day last Nov, Dec & Jan.    He said he got the worst and strangest flu type illness he ever had. Got through it but was never tested because it  predated any public awareness of Covid‐19.     USC Medical is doing widespread testing for the antivirus in blood samples and have discovered to‐date nearly 1/2  million people in LA Co. have had the C‐19 virus with or without synthetic issues.    That's compared to the actual confirmed C‐19 to‐date case count of 15,140 in LA Co.     I think we've already achieved what's called, "Herd Immunity," here in California. At least to this first strain of the virus,  it's already starting it's mutation phase ‐ uh oh...    Best to you,  Doug  a Packet Pg. 200 1 Baumb, Nelly From:Neilson Buchanan <cnsbuchanan@yahoo.com> Sent:Friday, April 24, 2020 2:20 PM To:Shikada, Ed; Lait, Jonathan; Council, City Subject:May 4 Council Meeting Attachments:200423 Covid 19 Unequal Impact and Psychology CalMatters April 23 2020.pdf CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  I know that City Staff and Council are responding to multiple priorities and I acknowledge you are successfully managing our health and safety basics. I make two comments with considerable forethought. It is human nature for everyone to be distracted with immediate and shorter-term issues. I see city staff and Council being driven by pre-virus thinking. Please rethink how you prioritize issues and provide decision-friendly context. #1 I have prepared hundreds of agendas for public meetings. I understand the artform. Nevertheless, I think it is mistake to put the city budget scenarios at the end of the meeting when council and public effectiveness will be at low ebb. This is outdated Palo Alto management tradition and does not help anyone prepare for very difficult decisions ahead. The real work will begin May 11 and the Council can easily devote an intense, time-limited 75-minute discussion a week in advance. Now is the time to break from traditions and be creative. Please move this agenda item to the front of the Council meeting. #2 Bureaucracies such as our city government must follow the dictates of outside mandates. I assume that SB743 does not give staff or Council many options to evaluate concepts which may be outdated by mid-term market forces and eventually by the legislature itself. If it is absolutely necessary "to study" such serious policies as VMT and LOS, then proceed. If urgency is not necessary, table this agenda item so that common sense and sense of community can reset themselves. Attached is yesterday's column by Dan Walters. He is writing on what 90% of Californians are thinking. Legislation such as SB743 is, in my opinion, been rendered secondary by powerful, new market forces for housing and public transportation. Rider psychology for public transit will be uncertain for many months. Financing for service levels is very unstable. Private sector response for substitute modes should be surveyed as soon as possible. Please move this agenda item to the end of the Council meeting. Please consider these two excerpts from Walters' column. This context is missing in the staff report. "The COVID-19 pandemic is a horrible human tragedy.....The numbers change minute-by- minute but suggest that in America your chances of being infected may depend on where you stand on the economic ladder, how closely you live and work in the company of others, and how diligently you and your neighbors take precautions." a Packet Pg. 201 2 "That study indicates that the pandemic potentially has a long way to run and that Los Angeles will continue to be its California epicenter. The data also imply that we shouldn’t be eagerly pushing Californians to live in high-density housing, give up their cars and ride transit." Neilson Buchanan Palo Alto, CA 94301 650 329-0484 650 537-9611 cell cnsbuchanan@yahoo.com Redacted a Packet Pg. 202 412412020 Commentary: COVID-19's very unequal toll I CelMatters Take, for example, the startling contrast between what's been happening in New York and its neighboring states versus what's been happening, or not happening, in California. As of Tuesday, according to the New York Times, the nation had counted 37,818 COVID-19 deaths, but New York alone had 14,347 or 38% of the national total, and adding New Jersey (4,377), Pennsylvania (1,366) and Connecticut (1,331) brought the region's share to nearly 57%. Three-thousand miles away in California, with twice the population of New York, COVID-19 had claimed just 1,225 lives -tragic for those Californians' families, of course, but a blessing for the state as a whole. In fact, at just 3 deaths per 100,000 of population, California has had one of the nation's lowest mortality rates to date while New York's 74per100,000 is 25 times as high. Why the huge difference? Someday we'll have a complete scientific answer, but clearly the high densities of living, working and traveling (often on crowded subway trains and buses) in New York City and environs have contributed to the heavy human toll, as did New York City Mayor Bill de Blasio's footdragging on imposing precautions. Most Californians, meanwhile, live in low-density neighborhoods, either in single-family homes or small rental complexes. Californians are often mocked for preferring cars to mass transit, but it's probably saved thousands of lives. California also instituted some of the nation's earliest shelter-at-home measures to limit person- to-person contact and Californians, most of us anyway, have been diligent about adhering to them. Within the state, too, one finds very disparate conditions. California's hot spot is Los Angeles County, which has a quarter of the state's population but has accounted for more than half of its COVI D-19 deaths. While California's death rate is 3 per 100,000 Los Angeles County's is twice as high at 6, by far the state's highest. Why Los Angeles County? Most Angelenos, unlike New Yorkers, live in low-rise homes and apartments. However, past studies have told us that because of poverty and a chronic lack of affordable housing, two or even three families may live in one housing unit and that auxiliary units, such as illegally converted garages, https:/fcalmatters.orglcommentarylcovid-19-califomia-new-york-death-rate/ 216 a Packet Pg. 204 412412020 Commentary: COVID-19's very unequal toll I CelMatters are common in poor neighborhoods. It's difficult to practice social distancing in such crowded circumstances, making infection more likely. Moreover, Los Angeles County has the state's highest rate of poverty, according to the Public Policy Institute of California, with at least 40% of its population rated as poor or near-poor. The pandemic-induced recession has hit Los Angeles County particularly hard, with an estimated 50% of its jobs at least temporarily erased. On Monday, Los Angeles County health officials released preliminary results of a study suggesting that roughly 4.1% of the county's adult population has already had the coronavirus, which translates to between 221,000 and 442,000 people, many times the number of confirmed cases. That study indicates that the pandemic potentially has a long way to run and that Los Angeles will continue to be its California epicenter. The data also imply that we shouldn't be eagerly pushing Californians to live in high-density housing, give up their cars and ride transit. WE WANT TO HEAR FROM YOU Want to submit a guest commentary or reaction to an article we wrote? You can find our submission guidelines here. Please contact Gary Reed with any commentary questions: gary@calmatters.org, (916) 234-3081. SUBSCRIBE TO WHAT MATTERS FOLLOW THE LATEST ON THE CORONAVIRUS OUTBREAK. SIGN UP FOR OUR FREE NEWSLETTER. https:/fcalmatters.orglcommentarylcovid-19-califomia-new-york-death-rate/ 316 a Packet Pg. 205 4/2412020 Commentary: COVID-19's very unequal toll I CalMatters READ NEXT Californians complying, but for how long? READ ARTICLE ~ LATEST IN COMMENTARY COMMENTARY COMMENTARY What parents are saying Remember the benefits of about California's California's initiative process https://calmattars.org/commentary/covid-19-califomia-new-york-death-rata/ 4/6 a Packet Pg. 206 Commentary: COVID-19'9 very unequal !all I CalMallanl coronavirus-related school closures COMMENTARY California farmworkers need protection during coronavirus crisis; here's a relief package to help COMMENTARY It's time to take a hard look at tax reform for California's future h .. :/fcelmatters.org/commentary/COllid-19-califomia-new-york-cleath-ratlrl and the right for citizens to make laws directly COMMENTARY Opportunities are plentiful to sustain California agriculture in the face of water supply uncertainties COMMENTARY Celebrating Earth Day and the power of conservation partnerships 518 a Packet Pg. 207 412412020 Commentary: COVID-19's very unequal toll I CelMatters © 2020 Cal Matters Terms & Conditions Privacy Policy Submission Guidelines Support Cal Matters and Independent Journalism Sign up for CalMatters Powered by https:/fcalmatters.orglcommentarylcovid-19-califomia-new-york-death-rate/ 616 a Packet Pg. 208 1 Baumb, Nelly From:margaret spak <pegspak@sonic.net> Sent:Friday, April 24, 2020 3:42 PM To:Council, City Subject:Please Follow Milpitas CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Palo Alto City Council Members,  I live just over the border with Santa Clara County in Menlo Park.  I generally do my grocery shopping in Palo Alto, thereby  contributing to your local economy.  I have noticed that compliance with Santa Clara Health Dept guidelines to wear a face covering in public especially in confined  spaces such as super markets is lacking.  Because Santa Clara Co does NOT REQUIRE face coverings in public spaces, super markets  do not make it mandatory for customers to wear them in order to shop.  This means that there are shoppers running around super markets that could be infected with Covid‐19 without the appropriate face  coverings. And it is near impossible to social distance at 6 feet in super markets, especially ones as small as Whole Foods and  Country Sun in Palo Alto.  This creates a situation that is unsafe for both shoppers and employees.  I URGE the City Council to pass an ordinance, as soon as possible, requiring face coverings in public areas such as the one recently  passed in the City of Milpitas.  Please do the right thing to protect the residents of Palo Alto and those of us who would like to shop  in Palo Alto.  Thank you for your consideration of this request.  Sincerely,  Margaret Spak   ‐‐   Menlo Park, CA 94025 650 325-1442 (land line) 650 208-2578 (cell) Redacted a Packet Pg. 209 1 Baumb, Nelly From:Guillaume Bienaime <guillaumebienaime@gmail.com> Sent:Sunday, April 26, 2020 11:39 AM To:Council, City Subject:Outdoor dining CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Hello everyone,     I wanted to acknowledge the effort you've been putting in to help out local businesses. Thank you.     I also wanted to proposed the idea of allowing parklets in Palo Alto as Menlo Park and San Carlos have done.    With restrictions on restaurant seating almost certain in the near to medium future, this would be a great way for  restaurants to add seating while maintaining social distancing.     I believe we are going to see a radical change in consumer habits for the next couple of years. And we should have  radical responses in order to maintain small business and a vibrant community.    Thank you for your consideration.    Guillaume      ‐‐   Guillaume Bienaimé Proprietor  Zola zolapa.com  barzolapa.com        a Packet Pg. 210 1 Baumb, Nelly From:Nat Fisher <sukiroo@hotmail.com> Sent:Sunday, April 26, 2020 12:46 PM To:Shikada, Ed; Council, City Subject:dentist CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  I would like for the Council to pass a resolution to have dentists and periodontists declared essential businesses. To have this resolution sent to the Santa Clara Board of Supervisors and the Governor. Having teeth and gums taken care of is essential. This is a medical necessity. I have a gum problem which will get worse without cleaning of my teeth. I'm in danger of losing teeth! I have been told this by my dentist and periodontist many times. There have to be millions of people who need dental care urgently. I cannot understand why dental care was not considered essential. Natalie Fisher  Palo Alto   a Packet Pg. 211 1 Baumb, Nelly From:Kevin Stevenson <kevin@app-render.us> Sent:Sunday, April 26, 2020 3:07 PM To:Council, City Subject:Coronavirus and Summer Heat/Fire Plan CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on  links.  ________________________________    Hello,    I’m a Palo Alto resident and worried about the increasing heat in the Bay Area paired with coronavirus restrictions.    As heat increases my house becomes incredibly hot, and it’s not fit for generally being outfit with AC, it’s pretty poorly  insulated, as are many houses in the Bay.    I’m wondering what our plan or process as a community is for what to do in extreme heat, coronavirus, and potential  forest fire and PG&E power outages. I think there’s a potential for real and lasting damage to many people, and choosing  between heat stroke, infection, or lung damage from fire smoke is not ideal.    I’d love to hear any information you have, or tips on how to best prepare for the upcoming months.    Regards,  a Packet Pg. 212 1 Baumb, Nelly From:Marcus Wood <mcwood196@gmail.com> Sent:Sunday, April 26, 2020 4:19 PM To:Council, City Subject:Reopening the city CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on  links.  ________________________________    I would like to suggest that we use the summer and good weather to provide outdoor seating (and social distancing) for  all restaurants.  We could do this by eliminating parking in front of the restaurants.  a Packet Pg. 213 1 Baumb, Nelly From:davidlovepianos@comcast.net Sent:Sunday, April 26, 2020 4:58 PM To:Council, City; Fine, Adrian Subject:Piano Tuning and Repair Services and COVID-19 CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  I am writing to encourage you to include piano repair services as a trade that can go back to operating sooner than  later.  As a group we are collectively concerned with the safety of both ourselves and our customers but the demand is  increasing with the shelter in place as many people turn to both playing more music at home and teachers use Zoom  services and customer’s home pianos for their lessons.    Our trade has put into place several protocols to protect everyone involved and those practices are outlined on my  website (see below).  Typically we work alone or with a substantial amount of distancing, we can wear masks and have a  disinfecting protocol in place both before we start and after we leave.  With our interactions with customers, even in  their homes, it is easy to maintain safe distances and get paid electronically to minimize any contact.     I realize we are not a big group of tradespeople but I hope you consider us as essential workers in the same way you  have included appliance repair or auto repair.  Our ability to distance is certainly easier than either of those two trades.     Thanks    David Love  www.davidlovepianos.com  415 407 8320  a Packet Pg. 214 1 Baumb, Nelly From:Loran Harding <loran.harding@stanfordalumni.org> Sent:Sunday, April 26, 2020 9:37 PM To:Loran Harding; alumnipresident@stanford.edu; antonia.tinoco@hsr.ca.gov; David Balakian; beachrides; bballpod; bearwithme1016@att.net; Leodies Buchanan; boardmembers; Cathy Lewis; Council, City; paul.caprioglio; Chris Field; Doug Vagim; Dan Richard; dennisbalakian; dallen1212 @gmail.com; Daniel Zack; eappel@stanford.edu; esmeralda.soria@fresno.gov; fmbeyerlein@sbcglobal.net; Steven Feinstein; francis.collins@nih.gov; Raymond Rivas; grinellelake@yahoo.com; huidentalsanmateo; hennessy; steve.hogg; Irv Weissman; jerry ruopoli; Joel Stiner; Jason Tarvin; kwalsh@kmaxtv.com; kfsndesk; Pam Kelly; lalws4@gmail.com; leager; Mark Standriff; Mark Kreutzer; Mayor; nick yovino; newsdesk; russ@topperjewelers.com; Steve Wayte; vallesR1969@att.net Subject:Fwd: 28 min. interview of Fauci, Thurs. April 24, 2020. Recommend to all. CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Sun, Apr 26, 2020 at 9:25 PM  Subject: Fwd: 28 min. interview of Fauci, Thurs. April 24, 2020. Recommend to all.  To: Loran Harding <loran.harding@stanfordalumni.org>      ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Sun, Apr 26, 2020 at 9:01 PM  Subject: Fwd: 28 min. interview of Fauci, Thurs. April 24, 2020. Recommend to all.  To: Loran Harding <loran.harding@stanfordalumni.org>      ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Sun, Apr 26, 2020 at 8:47 PM  Subject: Fwd: 28 min. interview of Fauci, Thurs. April 24, 2020. Recommend to all.  To: Loran Harding <loran.harding@stanfordalumni.org>      ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Sun, Apr 26, 2020 at 8:43 PM  a Packet Pg. 215 2 Subject: Fwd: 28 min. interview of Fauci, Thurs. April 24, 2020. Recommend to all.  To: Loran Harding <loran.harding@stanfordalumni.org>      ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Sun, Apr 26, 2020 at 8:32 PM  Subject: Fwd: 28 min. interview of Fauci, Thurs. April 24, 2020. Recommend to all.  To: Loran Harding <loran.harding@stanfordalumni.org>      ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Sun, Apr 26, 2020 at 8:28 PM  Subject: Fwd: 28 min. interview of Fauci, Thurs. April 24, 2020. Recommend to all.  To: Loran Harding <loran.harding@stanfordalumni.org>      ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Sun, Apr 26, 2020 at 8:23 PM  Subject: Fwd: 28 min. interview of Fauci, Thurs. April 24, 2020. Recommend to all.  To: Loran Harding <loran.harding@stanfordalumni.org>      ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Sat, Apr 25, 2020 at 2:58 AM  Subject: Fwd: 28 min. interview of Fauci, Thurs. April 24, 2020. Recommend to all.  To: Doug Vagim <dvagim@gmail.com>, Steve Wayte <steve4liberty@gmail.com>      ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Sat, Apr 25, 2020 at 2:48 AM  Subject: Fwd: 28 min. interview of Fauci, Thurs. April 24, 2020. Recommend to all.  To: Mayor <mayor@fresno.gov>, Mark Standriff <mark.standriff@fresno.gov>, Dan Richard <danrichard@mac.com>,  Daniel Zack <daniel.zack@fresno.gov>, <dallen1212@gmail.com>, dennisbalakian <dennisbalakian@sbcglobal.net>,  David Balakian <davidbalakian@sbcglobal.net>      a Packet Pg. 216 3 ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Sat, Apr 25, 2020 at 2:42 AM  Subject: Fwd: 28 min. interview of Fauci, Thurs. April 24, 2020. Recommend to all.  To: Doug Vagim <dvagim@gmail.com>      ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Sat, Apr 25, 2020 at 2:41 AM  Subject: Fwd: 28 min. interview of Fauci, Thurs. April 24, 2020. Recommend to all.  To: Doug Vagim <dvagim@gmail.com>, Loran Harding <loran.harding@stanfordalumni.org>      ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Sat, Apr 25, 2020 at 2:24 AM  Subject: 28 min. interview of Fauci, Thurs. April 24, 2020. Recommend to all.  To: Loran Harding <loran.harding@stanfordalumni.org>               Sunday, April 26, 2020            Doug‐   I strongly recommend this Fauci interview. Here you get the truth, instead of B.S. from Wall St. Don.  It helps  to take this in two sittings.             https://www.youtube.com/watch?v=yvezKf7ML3E               I liked how Trump was saying Thurs. that "little up‐croppings of the virus might happen in the fall and we'll stamp  them out". Even that "It might not come back in the fall". THEN Fauci got up and said, at a higher Db than usual,   "The  virus will be with us in the fall!".     Right in front of Trump. He said there "because of its global nature",  among o. things.  He used the word "global".  Well, yeah!  Somebody said that there are countries in Africa and Asia that have almost NO  HC systems! The virus will be devastating there, and those places will be huge reservoirs of the virus. That is why the  former head of the CDC said weeks ago that we will have to spend money in other countries. We could say "Let 'em  hang", but with millions infected in those places, they will keep re‐infecting us. Apparently it is nearly impossible to raise  the draw bridges and keep a big country like the U.S. sealed off. You'd have to halt all diplomatic, military, scientific  travel into and out of the U.S. People would come in in shipping containers and swim the Rio Grande, if nothing else.                     I hope that Mayor Brand and his new task force to re‐open Fresno will each watch this  ‐the Fauci interview,  above‐ more than once.  They don't want blood on their hands if they have any sense at all. They'll each get sued and  prosecuted if they screw this up. That's a promise from me.                 Now two more excellent vids, must‐viewing for any public officials tasked with re‐opening.  Fresno Mayor Brand's  task force should watch these more than once and take notes. They are full of information on how New York State will  try to re‐open.  I also hope that Gov. Newsom's people will watch them:   These are press conferences by Gov. Cuomo  on Friday, April 24, 2020 and on Sunday, April 26, 2020.                     Gov. Cuomo on Friday, April 24, 2020:    a Packet Pg. 217 4                   https://www.youtube.com/watch?v=xK59TLpOELU                In that vid. Gov. Cuomo details what could happen if the region is opened too quickly.  A rapid surge, a rebound,  worse than the initial epidemic.That should scare anyone about re‐opening too fast.                                   And here is Gov. Cuomo on Sunday, April 26, 2020: This is full of information about their plan to try to re‐ open:  Notice especially here his discussion  of the  R‐nought      measurement at 13:17. A critical measurement of how  fast the virus is spreading.   It should be between .8 and 1.2.    This measures how many other people an infected person  is infecting. If that measure reaches 1.2, you have to pull back on your easing of restrictions:   See his discussion about  this again starting at 32:00. He says that if people don't follow the guidelines, you could blow through  .8 to 1.2  like  wind in the rushes.                https://www.youtube.com/watch?v=DgQbRHaX3K4               In these two vids by Gov. Cuomo, one sees the plan of New York State to try to re‐open. I wish the teams in Albany  and Sacramento could compare the two plans. They both might see things they want to add to their plan.             And finally, here is Gov. Newsom on Friday, April 24, 2020.  He talks a lot here about the new program to provide 3  meals a day delivered to the elderly with underlying health conditions. Restaurants will supply the meals, the State and  FEMA will pay for all but 25% of the 25% the municipality must bear. And they will recover that part in sales taxes.  I  have yet to hear on local TV news in Fresno by Sunday night, April 26, 2020 one word about this. It will be a big deal: Big  business for local restaurants. I hope Fresno officials are aware of it.              https://www.youtube.com/watch?v=LUsnYiD3DK8                           As of Saturday, April 25, 2020,                 Fresno Co. had 458 cases and 7 deaths.                                 Tulare Co. had 491 cases and 32 deaths.               As of Sunday, April 26, 2020,                Fresno Co. had 458 cases and 7 deaths.                                 Tulare Co. had 504 cases and 32 deaths.                   As we ramp up testing, the number of cases reported will increase a lot.                                               L. William Harding                     Fresno                        a Packet Pg. 218 1 Baumb, Nelly From:Kathy Jordan <kjordan114wh@gmail.com> Sent:Monday, April 27, 2020 11:32 AM To:Expanded Community Advisory Panel; Council, City Cc:Emily Mibach; gsheyner@paweekly.com; Dave Price; local@bayareanewsgroup.com; Nico Savidge; Zachary Clark Subject:Fwd: Business Insider: Novel coronavirus can live for 72 hours on bus and subway surfaces - Business Insider CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  To all:    Fyi re Caltrain and the implications of Covid 19 for mass transit in general:    Business Insider: Novel coronavirus can live for 72 hours on bus and subway surfaces ‐ Business Insider.  https://www.businessinsider.com/novel‐coronavirus‐can‐live‐on‐bus‐and‐subway‐surfaces‐2020‐4      Gov. Cuomo says novel coronavirus can live on bus and subway surfaces for 72 hours, posing an ongoing concern for transit employees and riders  According to researchers live coronavirus particles can survive anywhere from three hours to seven days on surfaces, depending on the material.    New York Gov. Andrew Cuomo emphasized the lifespan of the novel coronavirus in the air and on surfaces while describing the challenges facing the city's massive public transport system during the novel coronavirus pandemic.   "The virus can live up to 72 hours on plastic surfaces and stainless-steel surfaces," Cuomo said in a press conference Friday. "Just think about this from a transit point of view or from your car point of view. It can live on a pole in a bus or on a seat in a bus for up to 72 hours."  Cuomo's statements about the virus' lifespan, sources for which the governor hadn't referenced, echoed reports that live coronavirus particles, which typically spread via droplets from an infected person's coughs or sneezes, can survive for anywhere from three hours to seven days on surfaces, depending on the material — and are particularly significant for commonly touched surfaces on like those on the city's highly trafficked trains and buses, infecting passengers and workers alike.  In addition to surfaces, Cuomo said the virus spreading through the air also remains a concern.    Re Caltrain, a few other data points:  It bears remembering that Caltrain's ridership dropped in two of three years prior to the pandemic    a Packet Pg. 219 2 "Caltrain’s average weekday ridership grew rapidly over a six-year span, from 34,120 boardings in 2010 to 62,416 in 2016, increasing roughly 10% a year. But the growth stopped abruptly after that, with boardings staying relatively flat in 2017, rising 1.5% in 2018, and dropping 2.3% this year." https://padailypost.com/2019/07/23/caltrain-annual-ridership-numbers-fall/  Although Caltrain ridership showed declines in both 2017 and 2019, Caltrain's business plan projected tripling ridership by 2040.  Caltrain's new vision calls for tripling ridership by 2040  Staff recommends scenario that would accommodate about 180,000 riders, require more than $22B in investment https://www.paloaltoonline.com/news/2019/07/23/caltrains-new-vision-calls-for-tripling-ridership-by-2040   While Caltrain's business plan projecting tripling ridership seemed quite optimistic then, given its ridership history, how  realistic are these projections now, given what Gov. Cuomo discussed?      "The virus can live up to 72 hours on plastic surfaces and stainless‐steel surfaces," Cuomo said in a press  conference Friday. "Just think about this from a transit point of view or from your car point of view. It can live on  a pole in a bus or on a seat in a bus for up to 72 hours."    Perhaps once an effective Covid 19 vaccine is produced, or when herd immunity to the virus is achieved, Caltrain  ridership will eventually rebound to its prior levels.  For now, Caltrain ridership has declined by 90% and service has been  cut by more than half.     Caltrain to slash weekday service by more than half starting next week  As with the Bay Area's other public transit entities, Caltrain ridership has plummeted as the coronavirus outbreak has worsened. Sales of one-way and day pass train fares have fallen 86% from their levels prior to the outbreak, while daily ticket sales fell 95% on the first day of the Bay Area's shelter-in-place order. https://almanacnews.com/news/2020/03/26/caltrain-to-slash-weekday-service-by-more-than-half-starting-next-week    As for predictions about the future regarding Covid 19 and its impacts on Caltrain and other services:     “We anticipate that this pandemic is going to be going on for a very, very, very long time. We know that we do  not have immunity in the population. Nor do we have a vaccine,” Cody said. “So any time that we let up on our  mitigation measures, we are going to expect to see a spike in cases, hospitalizations and deaths. That is certain.”  https://www.latimes.com/california/story/2020‐04‐24/bay‐area‐likely‐to‐extend‐stay‐at‐home‐order‐san‐ francisco‐mayor‐says    White House coronavirus task force coordinator Deborah Birx on Sunday said social distancing will continue through the summer, as confirmed cases in the United States near one million.  https://www.washingtonpost.com/world/2020/04/26/coronavirus‐latest‐news/     Nicholas A. Christakis MD, PhD, MPH, is the Sterling Professor of Social and Natural Science, Internal Medicine and Biomedical Engineering and directs the Human Nature Lab at Yale University.    a Packet Pg. 220 3 “In the fall, I think there is at least a 75% chance it will come back with a second wave as it did in 1918 and 1957 pandemics,” he said.” I don’t know that it will be deadlier, but there will be a second wave and we will have to prepare ourselves for it.”   However, even the brief respite is still months away, he said. “We are just at the beginning of this first wave” and there is still much damage to come.   https://www.ama-assn.org/delivering-care/public-health/what-s-ahead-covid-19-expert-offers-forecast-summer-fall  Caltrain's previously optimistic projections prompted the City to discuss grade separation proposals. Those projections  are no longer valid, if they were previously.   Further, given the prevalence of telecommuting during this crisis, new work  patterns may affect any new projections.    Thanks for listening.     Best,    Kathy Jordan    a Packet Pg. 221 1 Baumb, Nelly From:Nat Fisher <sukiroo@hotmail.com> Sent:Monday, April 27, 2020 12:24 PM To:Shikada, Ed; Council, City Subject:Fw: dentist CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  I just read an article in today's Post that reported the SC County counsel said that dental offices are considered essential and can remain open. Some choose to close, however. Both my dentist and periodontist chose to close their offices and only do emergency work! Natalie   From: Nat Fisher <sukiroo@hotmail.com>  Sent: Sunday, April 26, 2020 12:45 PM  To: Ed Shikada <ed.shikada@cityofpaloalto.org>; city council <city.council@cityofpaloalto.org>  Subject: dentist      I would like for the Council to pass a resolution to have dentists and periodontists declared essential businesses. To have this resolution sent to the Santa Clara Board of Supervisors and the Governor. Having teeth and gums taken care of is essential. This is a medical necessity. I have a gum problem which will get worse without cleaning of my teeth. I'm in danger of losing teeth! I have been told this by my dentist and periodontist many times. There have to be millions of people who need dental care urgently. I cannot understand why dental care was not considered essential. Natalie Fisher  Palo Alto   a Packet Pg. 222 1 Baumb, Nelly From:carol knight <chetanacarol@yahoo.com> Sent:Tuesday, April 28, 2020 11:39 AM To:Council, City Subject:Re:face masks CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear City Council members,     Face masks in public places are suggested but not required. Some groceries require them to be able to shop in their  stores. Being in the elderly vulnerable group, I appreciate that.     I would like the city of Palo Alto to make it mandatory for everyone in any essential store, both customers and  employees, to wear face coverings. In smaller stores, where social distancing is harder, this would give extra protection.   Thank you.    Carol Knight, MD.    Palo Alto, CA 94306      Sent from Yahoo Mail for iPad  Redacted a Packet Pg. 223 1 Baumb, Nelly From:Nat Fisher <sukiroo@hotmail.com> Sent:Tuesday, April 28, 2020 2:31 PM To:Council, City Subject:dental care CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  This is from the SC County website, FAQ I run a dental facility – should I continue to provide cleanings and non-urgent dental services to patients? No. As recommended by the Centers for Disease Control and Prevention (CDC), dental facilities should postpone elective procedures, surgeries, and non-urgent dental visits, and prioritize urgent and emergency visits.  You should contact your dentist to inquire about whether a dental service is urgent or should be deferred. Dentists should refer to guidance that is available on the CDC website at: www.cdc.gov/oralhealth/infectioncontrol/statement-COVID.html. This is terrible! There are many non-urgent needs of patients for dental care. All dental care is essential. To postpone indefinitely surgeries and dental cleaning is dangerous to patients. Even regular cleaning is needed for people with gum problems. I would ask the Council to send a resolution to open up dental practices for all procedures tp the County Board of Supervisors and the Governor. The CDC recommends the restrictions; they are not mandatory. Natalie Fisher Palo Alto   a Packet Pg. 224 1 Baumb, Nelly From:Amy Keohane <amykeohane@hotmail.com> Sent:Tuesday, April 28, 2020 3:35 PM To:Council, City Subject:Gardners CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Hi,  Question for all of  you.  I see all the city gardeners still doing their job and traveling in one car, so fair to say  not social distancing, maybe wearing a mask. I also see city workers in trenches no masks and not 6ft  apart.  Why is it okay for the city workers to continue to garden and not the residences.  Maybe the argument  is they are "essential" but I would say so are regular gardeners for the people who have the space for their  families to go outside and play.  If one is used to always having gardeners they don't have the equipment to  upkeep their own lawns.  I would say most of the gardeners are driving themselves or with other family  members and aren't inside peoples home and maintaining their yards.  It will cost people more to try to get  their lawns back into shape.  I also have been over to Stanford and they don't have any of their gardeners  working.  So I ask the question why do the city gardeners get to work but no one elses and they don't follow  the rules of 6ft.  Inquiring minds would like to know.  Time to get some people back to work if they can  amy    Amy Keohane  650‐346‐5306  a Packet Pg. 225 1 Baumb, Nelly From:Mohammad <moe_176@yahoo.com> Sent:Friday, April 24, 2020 4:47 PM To:Council, City Subject:proposed Tobacco Retail Permit Ordinance CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on  links.  ________________________________    Thanks for giving the time and effort to structure the ordinance , and that makes a total sense to keep only the 21+  stores (smoke shops ) to sell vape liquid and flavored Tobacco ,I think that’s very smart.  Sent from my iPhone  a Packet Pg. 226 1 Baumb, Nelly From:holdonbestrong@riseup.net Sent:Saturday, April 25, 2020 12:41 PM To:Council, City Subject:Flavored Vaping Products CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on  links.  ________________________________    Dear city council,                     i was under the impression the sale of flavored tobacco products were banned . I am concerned local. every  time i'm downtown there are teenagers in the alley adjacent to Macs smoke shop asking passerby's if i could buy them  flavored vape pens. If they were banned, when does the ban go into effect or is it not being enforced? thank you very  much.      sincerely  Angela  a Packet Pg. 227 1 Baumb, Nelly From:Lori Khoury <khoury7eleven@sbcglobal.net> Sent:Monday, April 27, 2020 11:29 AM To:Council, City Cc:Weiss, Julie; Bobel, Phil Subject:Fw: From Mac's Smoke Shop re: Amendment to Tobacco Retail Ordinance - request to adopt as written CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear City Council Members, We are the owner's of Mac's Smoke Shop located at 534 Emerson Street, Palo Alto. I am writing to you for two reasons: 1) I respectfully request your support to adopt the new Tobacco Ordinance as written in the Staff Report to be presented on May 4, 2020. As a responsible adult-only store, the ordinance as written would all us to continue business without the threat of having to close our doors by year-end. 2) As you can well imagine, the COVID-19 pandemic has devastated our business over these past several weeks. The pandemic, coupled with not allowing us to continue to sell products responsibly as an adult only-store will literally cripple us and our livelihood. I would like to remind you that Mac's is a Palo Alto institution and has been around for over 80 years. We love our business and love Palo Alto. We hope to be around for many years to come. We have always maintained our impeccable record of being in compliance with all rules and regulations and will continue to do so with the utmost care. Sincerely, Neil and Lori Khoury Mac's Smoke Shop a Packet Pg. 228 1 Baumb, Nelly From:Art Liberman <art_liberman@yahoo.com> Sent:Sunday, April 26, 2020 8:19 PM To:Council, City Subject:Cost reductions CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  City Council - In City Manager Shikada's memo to defer projects and reduce costs, he recommends, under Planning and Infrastructure, to make changes to the City's Municipal Code regarding applications associated with wireless communication facilities. On page 7 of his letter, he says the City should: "explore amendments to the City's municipal code to scale back on application processing requirements associated with wireless communication facilities. Explore other amendments to reduce the number of applications requiring review by the architectural review board and elimination of the individual review program to free up resources that support the Council's long- range planning policy interests." We are all aware of the urgent need to reign in costs given the reduced revenues, but this suggestions does not do that because the ARB reviews are funded by the wireless communication companies. I view this as a stealth effort to gut a protection in the Municipal Code that many residents supported. If Mr. Shikada is sincere and serious about cost reductions in this critical time, and I am sure he is, then I would think he - and other senior City Staff- might agree to a temporary reduction in their salaries, as has Stanford University has done. I suggest that the Council take this suggestion under advisement. Arthur Liberman a Packet Pg. 229 1 Baumb, Nelly From:Kathy Jordan <kjordan114wh@gmail.com> Sent:Tuesday, April 28, 2020 6:06 PM To:Council, City Cc:Kathy Jordan; sara@padailypost.com; gsheyner@paweekly.com; local@bayareanewsgroup.com; Aldo Toledo; Emily Mibach Subject:Cities raising pay as economic recession begins | Palo Alto Daily Post CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  https://padailypost.com/2020/04/28/cities‐raising‐pay‐as‐economic‐recession‐begins/amp/      Fyi ‐ given the pandemic, you may not have seen this...  Thanks.  KJ      Time to get serious The cities in the mid-Peninsula have got to come to grips with how bad this recession will become. They ought to expect their sales tax and hotel tax revenues will drop dramatically, and a year from now, property tax revenues will crash too. To keep operating, cities will have to follow the lead of Stanford Health Care, which cut pay 20% across the board. Our cities have to look at pay cuts and layoffs. Real layoffs, not laying off an employee who stays on the payroll by taking an unfilled but budgeted position. It’s time for our cities to face up to the fact that this recession will be brutal, and this isn’t the time for raises and business as usual. a Packet Pg. 230 1 Baumb, Nelly From:Chris Robell <chris_robell@yahoo.com> Sent:Wednesday, April 22, 2020 4:32 PM To:Council, City Subject:Small business grant suggestion CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on  links.  ________________________________    Dear City Council,    As you consider who should receive part of the $500k matching grant, I would put Antonio’s Nut House on the list of  potential recipients.  That place is Palo Alto’s LAST dive bar (since Old Pro and Oasis in MP have since closed to much  dismay).    The place is loved by many, especially the younger, diverse population we all presumably value.  And it’s almost always  packed on evenings.    I see an ownership change on their window, and a mention that the Mexican food restaurant inside will be open.  I hope  it stays the same soulful place.  I know they are struggling like everyone.   This place is a Palo Alto mainstay and highly  valued by our community.    I’m sure you’ve seen the news about Shake Shack getting $10 million of PPP.  Let’s not make the same mistake by given  grant money to an easily substituted vanilla establishment or chain.    Tough decisions ahead given our fiscal challenges.  Your thoughtful decisions are much appreciated.    Chris Robell    a Packet Pg. 231 1 Baumb, Nelly From:Larry Yang <lyang8888@gmail.com> Sent:Sunday, April 26, 2020 11:58 PM To:Council, City; City Mgr Subject:Support for city-led small business relief fund CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  I'm happy to see the City moving to establish a small business relief fund.     I agree that the fund should be administered by an organization experienced in collecting donations and disbursing grant  money, such as one of our local community foundations.    I also agree that this fund must include contributions from the community, and not just consist of city funds. I am ready  to donate thousands of dollars towards small business relief; I just need a vehicle that I have confidence will get the  money to the businesses who need it. The City should use its "bully pulpit" to rally others in the community to this  cause.    I've lived in Palo Alto for 30 years, and I can remember when University Ave, California Ave, Edgewater Plaza and Town  and Country were ghost towns. Through many hard‐fought years of city planning, they are now vibrant community  gathering places. I shudder to think how quickly those places will revert to the ghost towns of the past.    Thank you.    == Larry Yang  Ramona St  a Packet Pg. 232 1 Baumb, Nelly From:Doug Minkler, Artist <dminkler@dminkler.com> Sent:Thursday, April 23, 2020 12:13 PM To:Council, City Subject:Still vertical and on the job Attachments:ATT00001; ATT00002; ATT00003; ATT00004; ATT00005; ATT00006; ATT00007 CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Still vertical and on the job   Dear Family, Friends and Fellow Artists, Just reaching out to let you know that I am still vertical and on the job. Our adversaries do not seem to be giving up, so neither can we. Below is a collection of recent works for your viewing pleasure (or displeasure). Click any image to view a larger version. Community support begins with an individual, usually someone in the line of fire. Because we are now all in the line of fire, please attach any of these posters to email or social media platforms you think may be relevant. My website is still floating around in space, but the lack of recent web activity or linkage is making the site invisible – So S.O.S. Special thanks to Adam Abrams, actor and master web captain, for getting this message safely launched and Willa Madden who put in many hrs designing the dminkler.com website. Also Gail Wiley, who created the text on many of the current works and deserves a lot of credit. It takes a village, Doug a Packet Pg. 233 4 a Packet Pg. 236 6 a Packet Pg. 238 8 To unsubscribe to this list, just click here. a Packet Pg. 240 1 Baumb, Nelly From:Asian Americans Rising <asianamrising@gmail.com> Sent:Friday, April 24, 2020 10:56 AM To:Council, City Subject:Requesting your support CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Council Member,    We respectfully request your support on behalf of the faith community as represented by the enclosed signatories.        https://www.aarising.org/call‐to‐action.html    Sincerely,  Asian Americans Rising          a Packet Pg. 241 1 Baumb, Nelly From:ANNIE BEDICHEK <abedichek@icloud.com> Sent:Sunday, April 26, 2020 9:16 AM To:Council, City Subject:Cell Towers CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on  links.  ________________________________    Please look at the science of how cell towers work.  The further away from the cell phones they are, the higher the  frequency they and the phones need to use to connect, and the higher exposure to users.  You want them closer to  places like schools, not farther away.  There are a lot of people with incorrect information and full of fears, like our PTSA  council.  Please do not listen to them on this important scientific issue.  They are incorrect and endangering people with  their incorrect information.  Cell phone towers are not dangerous, or cancer rates would have risen.  They have fallen.    We need good cell coverage, and with social distancing needed for the foreseeable future, we need it more than ever.    Thank you,  Annie Bedichek  PTA member, Palo Alto resident    Sent from my iPad  a Packet Pg. 242 1 Baumb, Nelly From:wolfi99 <wolfi99@yahoo.com> Sent:Sunday, April 26, 2020 5:29 PM To:Council, City; Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Say NO to "scaling back on application processing requirements” for cell towers CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka, I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process. I am writing to urge you NOT to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will. Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes. The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council. I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes. Thank you for your consideration. Sincerely, Wolfgang Himmelbauer, a concerned Palo Alto resident a Packet Pg. 243 1 Baumb, Nelly From:sumitra <ncfnorcalrep@gmail.com> Sent:Sunday, April 26, 2020 6:15 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org Subject:Cell Tower Application Process CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,    I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process.     I am writing to urge you not to take this step. Why? Because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, the city won’t save money by “scaling back” application processing requirements, only the applicants will.     Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements Mr. Shikada is calling for are sure to undermine the thoughtful setting and design criteria the City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.     The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019 Wireless Resolution---a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, the City Council.    I am also writing to urge the Council—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto--- most specifically as it applies to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.   a Packet Pg. 244 2    Thank you for your consideration.     Sincerely,  Sumitra Joy   College Terrace Neighborhood      a Packet Pg. 245 1 Baumb, Nelly From:Di-Ann Eisnor <diann@eisnor.com> Sent:Sunday, April 26, 2020 6:17 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Cell Towers and City Manager Fees CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka, I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale-back which would include eliminating the Architectural Review Board from the review process. I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will. Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes. The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three-year-long effort by our community and a great deal of work by, among others, you on City Council. I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes. a Packet Pg. 246 2 Thank you for your consideration. Sincerely, Di-Ann Eisnor nd Family a Packet Pg. 247 1 Baumb, Nelly From:Alex Ivashchenko <alex@ivashchenko.name> Sent:Sunday, April 26, 2020 6:18 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Letter for City Council CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,   I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process.    I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.    Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.    The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council.   I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.      Thank you for your consideration.    Sincerely, Alex Ivashchenko -- A.I. a Packet Pg. 248 1 Baumb, Nelly From:Sharleen Fiddaman <sf@sharleenfiddaman.com> Sent:Sunday, April 26, 2020 6:54 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:budget cuts CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka, I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale-back which would include eliminating the Architectural Review Board from the review process. I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will. Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes. The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three-year-long effort by our community and a great deal of work by, among others, you on City Council. I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.   I walk around my block and find the buzzing noise from cell tower installation very distressing! I walk my neighborhood and see many code violations. When reported I was told the city would hire more personnel to track and correct these. I am appalled at the enormous financial awards to Mr. Shikada .He does not have Palo Alto interests, just his own! For cost-cutting, I would fire him! Thank you for your consideration. Sincerely, a Packet Pg. 249 2 Sharleen Fiddaman     Virus-free. www.avast.com   a Packet Pg. 250 1 Baumb, Nelly From:Luce, Gwen <GLuce@cbnorcal.com> Sent:Sunday, April 26, 2020 7:58 PM To:Council, City; Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Re: Cell Tower Safety CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.      Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka, In the interests of cost-cutting, I believe City Manager, Edward Shikada is recommending that Palo Alto’s municipal code be amended to “scale back” on the cell tower application processing to include eliminating the Architectural Review Board from the review process. I believe this step is unwise - it fails to save money for Palo Alto - rather, it benefits the companies file applications to install the cell towers.   Mr. Shikada’s recommendation will cancel the thoughtful siting and design criteria you on the City Council unanimously approved just four months ago—ignoring them and making it easier for telecommunications companies to install cell towers next to residents’ homes!   Like many cities, Palo Alto PTAs have joined the PAUSD School Board requesting greater setbacks for cell towers. The school community has clearly requested that you update our City wireless standards to be1500 ft. setbacks of cell towers from schools. This same location standard and setbacks needs to be applied to all cell towers, including macro towers.  It is alarming to me that the City Manager’s recommendation ignores the provisions of the December, 2019, Wireless Resolution - the culmination of three years of community and City Council efforts. a Packet Pg. 251 2 Also, I strongly ask that you don’t reduce the number of code enforcement employees, also recommended by Mr. Shikada —a this reduction in code enforcement and compliance personnel would threaten the safety and well-being of all Palo Altans, especially regarding the installation of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.   Thank you very much for your attention. Sincerely, Gwen Luce , Palo Alto 94306       *Wire Fraud is Real*.  Before wiring any money, call the intended recipient at a number you know is valid to  confirm the instructions. Additionally, please note that the sender does not have authority to bind a party to a  real estate contract via written or verbal communication.  Redacted a Packet Pg. 252 1 Baumb, Nelly From:Samuel W Brain PhD <samb@stanford.edu> Sent:Sunday, April 26, 2020 8:18 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Do not amend Palo Alto’s municipal code to “scale back” on cell tower application processing, please. CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,   I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale-back which would include eliminating the Architectural Review Board from the review process.    I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.    Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.    The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three-year-long effort by our community and a great deal of work by, among others, you on City Council.    I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.      Thank you for your consideration.   Sincerely,    Samuel W Brain, Ph.D.    ‐‐ Sam Brain, Ph.D., Stanford Cancer Center, , Stanford, CA 94305-5847.   Redacted a Packet Pg. 253 1 Baumb, Nelly From:Kelly Chang <kellyc319@gmail.com> Sent:Sunday, April 26, 2020 8:21 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City; Colby Subject:DO NOT eliminate the ARB review process - KEEP CELL TOWERS AWAY! CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,    I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process.     I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.     Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes. This is very concerning, especially during these times when our family's health is already at risk from the corona-virus pandemic. Are you telling us that not only will we be stuck in our homes 24/7, but now the city manager is going to put us at risk while we shelter-in-place by trying to relax 5G installation restrictions? Our home is pretty much our only place of sanctuary during this unprecedented time. People are already suffering emotionally, mentally, financially, and some physically. We should not also have to worry about whether we will be confronted with an ugly, noisy, and possibly dangerous cell towers right next to our homes at this point. Do the right thing here. Your residents are doing their best and are staying home for the greater good, let us be able to at least enjoy our homes without worry.     The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three-year-long effort by our community and a great deal of work by, among others, you on City Council.  a Packet Pg. 254 2   I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.     Thank you for your consideration.    Sincerely,    Kelly and Colby Ranger  Resident of t          Redacted a Packet Pg. 255 1 Baumb, Nelly From:Alice Holmes <AHolmes@renault-handley.com> Sent:Sunday, April 26, 2020 8:36 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; 'board@pausd.org'; Clerk, City Subject:Cell Tower Application Processing CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka, I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale-back which would include eliminating the Architectural Review Board from the review process. I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will. Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes. The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three-year-long effort by our community and a great deal of work by, among others, you on City Council. I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of a Packet Pg. 256 2 hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes. Thank you for your consideration. Sincerely, Alice Holmes Resident of Palo Alto since 1986 a Packet Pg. 257 1 Baumb, Nelly From:Agata Barczynska <agata.maslanka@gmail.com> Sent:Sunday, April 26, 2020 9:42 PM To:Council, City CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,    I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale-back which would include eliminating the Architectural Review Board from the review process.     I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.     Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.     The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three-year-long effort by our community and a great deal of work by, among others, you on City Council.    I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.      a Packet Pg. 258 2 Thank you for your consideration.     Sincerely,    Agata Barczynska   a Packet Pg. 259 1 Baumb, Nelly From:Eugene Spevakov <spevakov@sbcglobal.net> Sent:Sunday, April 26, 2020 10:12 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Maintain current cell tower standards and application process CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka, I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process. I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will. Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes. The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three-year-long effort by our community and a great deal of work by, among others, you on City Council. I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes. a Packet Pg. 260 2 Thank you for your consideration. Sincerely, Eugene Spevakov Palo Alto, CA 94306 Redacted a Packet Pg. 261 1 Baumb, Nelly From:Annette Fazzino <annette.fazzino@gmail.com> Sent:Sunday, April 26, 2020 10:33 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Cell towers CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,    I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process.     I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.     Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.     The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council.    I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.   a Packet Pg. 262 2    Thank you for your consideration.     Sincerely,    Annette Evans Fazzino  650.799.7414  a Packet Pg. 263 1 Baumb, Nelly From:Celia Boyle <swcie@yahoo.com> Sent:Sunday, April 26, 2020 10:58 PM To:Council, City Cc:Clerk, City; Architectural Review Board; City Mgr; Shikada, Ed; board@pausd.org Subject:Fwd: Please do not scale back on cell tower application processing CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Lydia Kou and Tanaka,     City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale-back which would include eliminating the Architectural Review Board from the review process.    I am writing to urge you not to take this step first because its just bad policy to circumvent the processing you unanimously approved only four months ago, and also because it fails to save money for Palo Alto. As you know, it is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.    The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three-year-long effort by our community and a great deal of work by, among others, you on City Council.   I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.     Thank you for your consideration.    Sincerely,    Celia Boyle and Jay Hopkins    Palo Alto   Redacted a Packet Pg. 264 1 Baumb, Nelly From:Leo Povolotsky <leopovolhoa@gmail.com> Sent:Monday, April 27, 2020 5:51 AM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City; Jeanne Fleming Subject:NO to safety CUTS by city manager! CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,  I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale-back which would include eliminating the Architectural Review Board from the review process.   I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.   Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.   The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three-year-long effort by our community and a great deal of work by, among others, you on City Council.  I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.   Thank you for your consideration.     Sincerely,  a Packet Pg. 265 2 Leo Povolotsky For United Neighbors   Palo Alto resident of 28 years  a Packet Pg. 266 1 Baumb, Nelly From:Francesca Kautz <dfkautz@pacbell.net> Sent:Monday, April 27, 2020 8:39 AM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Please do not scale back on cell tower application processing CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,   I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process.    I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.    Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.    The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council.   I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.    And lastly, as Palo Alto strains to cut its budget, there might be some room for cost-cutting in Mr. Shikada’s compensation, and room, as well, for some cost-cutting in the compensation of other, similarly generously-paid senior city staff. (As a point of comparison, senior Stanford administrators are taking pay cuts ranging from five to 20 percent.)      Thank you for your consideration.     Sincerely,    Francesca Kautz  a Packet Pg. 267 1 Baumb, Nelly From:Jeanne Fleming <jfleming@metricus.net> Sent:Monday, April 27, 2020 9:34 AM To:Council, City Cc:Shikada, Ed; Architectural Review Board; Planning Commission; board@pausd.org; Clerk, City Subject:"Scaling-back" cell tower application processing doesn't save money and is bad policy CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka, I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process. I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will. Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes. The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council. I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.  Thank you for your consideration. Sincerely, Jeanne Fleming Jeanne Fleming, PhD JFleming@Metricus.net 650-325-5151   a Packet Pg. 268 1 Baumb, Nelly From:Robert Lum <outrageouslums@gmail.com> Sent:Monday, April 27, 2020 9:49 AM To:Council, City; Planning Commission; Architectural Review Board; board@pausd.org Cc:Shikada, Ed; Clerk, City Subject:No new cell towers CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,   I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process.    I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. This is called busy work. Creating work, for the sake of having something to do. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will save money.   Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.    The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three-year-long effort by our community and a great deal of work by, among others, you on City Council.   I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.     Thank you for your consideration.    Sincerely,    Robert Lum Barron Park  a Packet Pg. 269 1 Baumb, Nelly From:Leonard Schwarz <lschwarz@right-thing.net> Sent:Monday, April 27, 2020 10:11 AM To:Council, City Cc:Shikada, Ed; Architectural Review Board; Planning Commission; board@pausd.org; Clerk, City Subject:"Scaling-back" cell tower application processing doesn't save money and is bad policy CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka, I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process. I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will. Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes. The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council. I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.  Thank you for your consideration. Sincerely, Leonard Schwarz lschwarz@right-thing.net       a Packet Pg. 270 1 Baumb, Nelly From:Lisa Jones <lijo61@yahoo.com> Sent:Monday, April 27, 2020 11:22 AM To:Council, City Subject:Fw: Please reject recommendation from City Manager Ed Shikada CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Resending with correct city council email. ----- Forwarded Message ----- From: Lisa Jones <lijo61@yahoo.com> To: City.Council@CityofPaloAlto.or <city.council@cityofpaloalto.or> Cc: Ed.Shikada@CityofPaloAlto.org <ed.shikada@cityofpaloalto.org>; Planning.Commission@CityofPaloAlto.org <planning.commission@cityofpaloalto.org>; ARB@cityofpaloalto.org <arb@cityofpaloalto.org>; board@pausd.org <board@pausd.org>; city.clerk@cityofpaloalto.org <city.clerk@cityofpaloalto.org> Sent: Monday, April 27, 2020, 11:09:55 AM PDT Subject: Please reject recommendation from City Manager Ed Shikada Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka, It is my understanding that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale-back which would include eliminating the Architectural Review Board from the review process. I am writing to urge you not to take this step. Why? Because it fails to save money for Palo Alto. The companies that file applications to install cell towers, not Palo Alto, pay for staff time spent on these applications. In other words, “scaling back” application processing requirements saves money for the applicants - not the city. Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes. The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council. a Packet Pg. 271 2 I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes. Thank you for your consideration. Sincerely, Lisa Jones (Palo Alto resident) a Packet Pg. 272 1 Baumb, Nelly From:Krassimira Harwell <krassuna@hotmail.com> Sent:Monday, April 27, 2020 12:20 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Cell Towers CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.      Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,   I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process.    I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.    Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.    The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council.   I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.    Thank you for your consideration.   Sincerely,    Krassimira Harwell          a Packet Pg. 273 1 Baumb, Nelly From:Willy Lai <willyhlai@yahoo.com> Sent:Monday, April 27, 2020 12:33 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Please do not scale back on cell tower application processing CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka, I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process. I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will. Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes. The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council. I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes. a Packet Pg. 274 2 Thank you for your consideration. Sincerely, Willy Lai a Packet Pg. 275 1 Baumb, Nelly From:Melody Song <shanghaimelody@yahoo.com> Sent:Monday, April 27, 2020 2:52 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:amendment to the municipal code to “scale back on application processing requirements" CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,   I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process.    I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.    Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.    The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council.   I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.     Thank you for your consideration.    Sincerely, Jing Song      a Packet Pg. 276 1 Baumb, Nelly From:James VanHorne <james_vanhorne@stanford.edu> Sent:Monday, April 27, 2020 3:21 PM To:Council, City; Planning Commission Subject:Cell tower oversight relaxation CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Council members     As a long time Palo Alto resident I believe it is inappropriate to reduce application requirements for cell equipment on  city telephone poles, as proposed by the City Manager.  This involves eliminating oversight by the Archectural Review  Board in the approval process and the reduced oversight of municipal code enforcement of equipment once  installed.  Both are inappropriate and inconsistent with your previously approved procedures.  Verizon employs a 5G  technology that is limited in distance.  As a result, it will try to blanket the city with hundreds of installations of  equipment.    I urge you to reject these moves as unwise when it comes to the quality of life, and perhaps safety, of Palo Alto  residents.  Thank you for your consideration.    James C. Van Horne, , P.A.      Redacted a Packet Pg. 277 1 Baumb, Nelly From:Annette Rahn <annetterahn@gmail.com> Sent:Monday, April 27, 2020 3:45 PM To:Council, City; Shikada, Ed; Planning Commission; Architectural Review Board; Clerk, City Subject:Cell Towers CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,      I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale-back which would include eliminating the Architectural Review Board from the review process.     I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.     Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.     The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three-year-long effort by our community and a great deal of work by, among others, you on City Council.    I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel a Packet Pg. 278 2 may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.      Thank you for your consideration.     Sincerely,  Annette Rahn  Palo Alto              a Packet Pg. 279 1 Baumb, Nelly From:Kathleen Martin <kvmartin@sbcglobal.net> Sent:Monday, April 27, 2020 4:48 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; The Palo Alto School Board Subject:Opposition to City Manager Ed Shikada's recommendations relating to cost cutting in cell phone tower application, installation and operation. CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka: I oppose the recommendations of City Manager Ed Shidada to : 1.) scale back the cell tower application process 2.) reduce the number of code enforcement employees involved in the installation and ongoing operation of cell towers. Thank you, Kathleen Martin a Packet Pg. 280 1 Baumb, Nelly From:Tina Chow <chow_tina@yahoo.com> Sent:Monday, April 27, 2020 5:09 PM To:Council, City Cc:Clerk, City Subject:please keep wireless standards in place CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,   I hope you are all well in this challenging time. I sincerely appreciate the hard work you are doing for our city. There are tough decisions required and yet this is not the time to scale back on things you worked so hard together on, including the cell tower application process most recently updated in the Dec 2019 wireless resolution.    City Council unanimously approved these new wireless standards only four months ago and there is no need to undermine these now, which would simply make it easier for telecommunications companies to install cell towers next to residents’ homes. Wireless providers are paying for all the staff time required. If needed, this could instead be a time when the city could actually pause the review of any applications due to the current situation.    Please keep measures in place to ensure code enforcement and compliance to preserve the safety and well-being of the people of Palo Alto.    Thank you for your consideration.    Sincerely, Tina Chow  Barron Park Professor of Civil and Environmental Engineering, UC Berkeley  a Packet Pg. 281 1 Baumb, Nelly From:Ardan Michael Blum <ardan.michael.blum@gmail.com> Sent:Monday, April 27, 2020 5:29 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; city.clerk@cityofpaloalto.or Subject:Standing against high-voltage, radiation-emitting equipment near residents’ homes. CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice‐Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,      I understand that City Manager Ed Shikada has recommended that, in the interests of cost‐cutting, you amend Palo  Alto’s municipal code to “scale back” on cell tower application processing—a scale‐back which would include eliminating  the Architectural Review Board from the review process.     I am writing to urge you not to take this step.  Why?  Quite simply, because it fails to save money for Palo Alto.  It is the  companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these  applications.  In other words, our city won’t save money by “scaling back” application processing requirements, only the  applicants will.      Moreover, Mr. Shikada’s recommendation is bad public policy.  The reduced cell tower application processing  requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council  unanimously approved only four months ago—undermine them by making it easier for telecommunications companies  to install cell towers next to residents’ homes.      The City Manager’s recommendation is at best ill‐informed, and, at worst, an end run around the provisions of the  December, 2019, Wireless Resolution, a Resolution that was the result of a three‐year‐long effort by our community and  a great deal of work by, among others, you on City Council.    I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you  reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance  personnel may be taken that jeopardizes the safety and well‐being of the people of Palo Alto, in particular with respect  to the installation of cell towers consisting of hundreds of pounds of high‐voltage, radiation‐emitting equipment near  residents’ homes.       Thank you for your consideration.     Sincerely,         Ardan Michael Blum    a Packet Pg. 282 1 Baumb, Nelly From:Barbara Kelly <bmkelly@hotmail.com> on behalf of Barbara Kelly <barbara.kelly@gmail.com> Sent:Monday, April 27, 2020 6:35 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Cell Towers CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,   I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back that would include eliminating the Architectural Review Board from the review process.    I am writing to urge you not to take this step because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.    Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.    The City Manager’s recommendation is at best ill-informed, and, at worst, an end-run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council.   I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes. This is unacceptable!!!    Thank you for your consideration.   Sincerely,   Barbara Kelly Washington Avenue Palo Alto, CA 9401    a Packet Pg. 283 1 Baumb, Nelly From:Ann Lai <annwanglai@yahoo.com> Sent:Monday, April 27, 2020 6:42 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Opposing Mr. Shikada's recommendation to scale back cell tower processing CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka, I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process. I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will. Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes. The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council. I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes. a Packet Pg. 284 2 Thank you for your consideration. Sincerely, Ann Lai a Packet Pg. 285 1 Baumb, Nelly From:Ann Protter <ann.protter@gmail.com> Sent:Monday, April 27, 2020 8:57 PM To:Council, City Subject:Cell tower applications CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,    I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale-back which would include eliminating the Architectural Review Board from the review process.     I am writing to urge you not to take this step.     Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.     The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council.    I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.     Thank you for your consideration.  a Packet Pg. 286 2   Sincerely,  Ann Protter  a Packet Pg. 287 1 Baumb, Nelly From:Carol Heermance <cheermance@gmail.com> Sent:Tuesday, April 28, 2020 8:34 AM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org Subject:cell towers in Palo Alto CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,   We understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process.    We are writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.    Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.    The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council.   We are also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.     Thank you for your consideration.    Sincerely, Richard and Carol Heermance  . Palo Alto, CA 94301  Redacted a Packet Pg. 288 1 Baumb, Nelly From:Debbie Mytels <dmytels@batnet.com> Sent:Tuesday, April 28, 2020 1:02 PM To:Council, City Cc:Shikada, Ed; Architectural Review Board Subject:Think again about what to cut in PA's city budget CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Council Members,   I’m concerned that, as part of finding ways to save money in the looming budget crisis, the City Manager is recommending that Palo Alto amend its municipal code to eliminate the ARB from its role in the review process for cell phone tower applications. This makes no sense, since it will NOT save any money for the City. The cost of processing such cell phone tower applications is supposed to be fully borne by the applicants. By eliminating the ARB’s role, the only entity that will save money is the telecom industry applicant, not the City. (If, in actuality, the permit fees charged to an applicant are not fully covering the City’s costs, then the city should look more carefully at its fee structure, and raise those fees accordingly.)    The aesthetic standards of these installations are one of the major points of citizen concern, so eliminating the ARB’s role is not only fiscally imprudent, it’s also a denial of our community’s right to determine what constitutes an attractive cityscape. Only four months ago, Councill members spent some thoughtful time to determine siting and design criteria for such cell tower installations, and the City Manager’s ill-advised recommendation to remove the ARB’s role undermines the Council’s efforts to maintain our city’s attractiveness. The December 2019, Wireless Resolution was the result of a three-year-long collaborative process between Council and community members, and it would be poor public policy to abandon this significant community decision.     Moreover, the City Manager is also recommending to eliminate the Code Enforcement position whose responsibility is to ensure that once installed, such cell phone towers are no closer than 20 feet from residents’ homes. Without oversight from the City's enforcement staff, residents are vulnerable to high voltage and heavy equipment toppling onto their roofs in case of an earthquake or high velocity wind storm — and moreover, residents are not technically capable of determining whether the telecom equipment has exceeded permissible levels of radio frequency emissions.   Unfortunately, Palo Alto — and communities all across the nation — are heading into a serious financial recession. Finding ways to save money will certainly be important. Here is an opportunity for the Council and senior City management to exercise true leadership. It’s noteworthy, for example, that Stanford administrators and even their medical staff — are taking pay cuts ranging from 5 to 20%. Rather than the City cutting important community service jobs such as school crossing guards and community police patrols — or charging residents for repairing City infrastructure such as sidewalks — I think the Council ought to follow Stanford’s leadership in looking at management salaries. While we residents apprecitate the work of all our city staff, it seems appropriate that the burden of budget cuts — which will be felt by nearly all our citizens — should also be shared throughout our City staff, especially those who are among the most highly paid.  a Packet Pg. 289 2   Thank you for your ongoing role in guiding our community through these difficult times.   Sincerley,    Debbie Mytels      Debbie Mytels  . Palo Alto, CA  94303  (650) 759‐0888  dmytels@batnet.com  "Remembering the Future in our Actions Every Day"          Redacted a Packet Pg. 290 1 Baumb, Nelly From:Tali Hardonag <thardonag@gmail.com> Sent:Tuesday, April 28, 2020 1:36 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Cell towers CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,    I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale-back which would include eliminating the Architectural Review Board from the review process.     I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.     Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.     The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three-year-long effort by our community and a great deal of work by, among others, you on City Council.    I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell a Packet Pg. 291 2 towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.      Thank you for your consideration.     Sincerely,  Tali Hardonag    ‐‐     a Packet Pg. 292 1 Baumb, Nelly From:Phil Coulson <philcoulson_3@yahoo.com> Sent:Tuesday, April 28, 2020 9:02 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Re: cell tower application processing CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on  links.  ________________________________    Dear Mayor Fine, Vice‐Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,    I have come to understand that City Manager Ed Shikada recommends that, in the interests of cost‐cutting, you amend  Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale‐back which would include  eliminating the Architectural Review Board from the review process.    Given that it fails to save money for Palo Alto as the companies that file applications to install cell towers, not Palo Alto,  that pay for staff time spent on these applications. It serves no purpose with regard to the intent of saving Palo Alto  money.    I feel Mr. Shikada’s recommendation is poor, if not bad, public policy.  I for one appreciate the thoughtful siting and  design criteria you on City Council unanimously approved only four months ago! His recommendation will at best  undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes. It  is important to acknowledge the Wireless Resolution, a resolution that was the result of a three‐year‐long effort by our  community and a great deal of work by, among others, you on City Council.    Also urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the  number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel  may be taken that jeopardizes the safety and well‐being of the people of Palo Alto, in particular with respect to the  installation of cell towers consisting of hundreds of pounds of high‐voltage, radiation‐emitting equipment near  residents’ homes.    As always thank you for your consideration.    Sincerely,  ‐Phil Coulson  a Packet Pg. 293 1 Baumb, Nelly From:Melinda McGee <melinda_mcgee@hotmail.com> Sent:Tuesday, April 28, 2020 9:44 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Cell Tower City Manager Attempts to bypass the concerns of Palo Alto Taxpayers = Disaster Capitalism to benefit Telecom companies CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka,    I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process.    I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will.    Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes.    The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three- year-long effort by our community and a great deal of work by, among others, you on City Council.   I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes.      Thank you for your consideration.    Sincerely,    Melinda McGee  .  Palo Alto, CA 94306  650‐704‐6236  Redacted a Packet Pg. 294 1 Baumb, Nelly From:Jyotsna Nimkar <jnimkar@gmail.com> Sent:Tuesday, April 28, 2020 9:59 PM To:Council, City Cc:Shikada, Ed; Planning Commission; Architectural Review Board; board@pausd.org; Clerk, City Subject:Cell Tower application processing CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Mayor Fine, Vice-Mayor DuBois, and Council Members Cormack, Filseth, Kniss, Kou and Tanaka, I understand that City Manager Ed Shikada has recommended that, in the interests of cost-cutting, you amend Palo Alto’s municipal code to “scale back” on cell tower application processing—a scale- back which would include eliminating the Architectural Review Board from the review process. I am writing to urge you not to take this step. Why? Quite simply, because it fails to save money for Palo Alto. It is the companies that file applications to install cell towers, not Palo Alto, that pay for staff time spent on these applications. In other words, our city won’t save money by “scaling back” application processing requirements, only the applicants will. Moreover, Mr. Shikada’s recommendation is bad public policy. The reduced cell tower application processing requirements he is calling for are sure to undermine the thoughtful siting and design criteria you on City Council unanimously approved only four months ago—undermine them by making it easier for telecommunications companies to install cell towers next to residents’ homes. The City Manager’s recommendation is at best ill-informed, and, at worst, an end run around the provisions of the December, 2019, Wireless Resolution, a Resolution that was the result of a three-year-long effort by our community and a great deal of work by, among others, you on City Council. I am also writing to urge you—should you decide to follow another of Mr. Shikada’s recommendations, namely, that you reduce the number of code enforcement employees—to stipulate that no reduction in code enforcement or compliance personnel may be taken that jeopardizes the safety and well-being of the people of Palo Alto, in particular with respect to the installation of cell towers consisting of hundreds of pounds of high-voltage, radiation-emitting equipment near residents’ homes. a Packet Pg. 295 2 Thank you for your consideration. Sincerely, Jyotsna Nimkar a Packet Pg. 296 1 Baumb, Nelly From:Jaewoo Jung <planet9@gmail.com> Sent:Wednesday, April 29, 2020 11:46 AM To:Council, City Subject:requesting greater setbacks for cell towers CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Consistent with many cities, PTAC joins our PAUSD School Board in requesting greater setbacks for cell towers. In particular, please update our City wireless standards to be consistent with the standards advocated for by the Palo Alto PTA Council and PAUSD School Board for 1500 ft. setbacks of cell towers from schools. Please apply that same location standard and setbacks to ALL cell towers, including macro towers.     a Packet Pg. 297 1 Baumb, Nelly From:Heidi Yauman <heidi.yauman@icloud.com> Sent:Wednesday, April 22, 2020 12:45 PM To:laura.hall@eahhousing.org Cc:Scott Largent; heidi.yauman@heidiyauman.com Subject:EAH Housing - Markham Plaza Apartments CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on  links.  ________________________________    Visit me online at http://HeidiYauman.com  a Packet Pg. 298 2 a Packet Pg. 299 1 Baumb, Nelly From:Cary Andrew Crittenden <caryandrewcrittenden@icloud.com> Sent:Thursday, April 23, 2020 3:22 AM To:Rich Constantine Cc:supreme.court@jud.ca.gov Subject:Re: Fines & Fees CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Hello Mr. Constantine,    I appear to have been mistaken regarding Loma Clara  Senior Living Center.   This does not appear to be operated by EAH  Housing, yet somehow appeared on some lists associating it with EAH.  (Still waiting for clarification on this)     Bella Tera however,  is managed by EAH Housing and located in Morgan Hill at 235 E. Dunne Avenue.    Thank you,  Cary Andrew Crittenden | 408‐318‐1105          On Apr 22, 2020, at 6:41 PM, Cary Andrew Crittenden <caryandrewcrittenden@icloud.com> wrote:  Dear Mr. .Constantine,     You understand that we can not do that as this is matter of public interest to the residents of Morgan  Hill.      Please make sure this email is retained on public record.    Additionally,  Loma Clara Senior Living Center is located in Morgan Hill,  and this pertains to a homicide  by EAH Housing which manages Loma Clara.  The homicide of Markham Plaza resident Robert Moss was  concealed from Civil Grand Jury investigation into the Santa Clara County Public Guardian.    Google Markham Plaza Attacks      Respectfully,  Cary Andrew Crittenden | 408‐318‐1105    Sent from my iPhone      On Apr 22, 2020, at 5:19 PM, Rich Constantine <Rich.Constantine@morganhill.ca.gov>  wrote:     a Packet Pg. 300 2 To Whom it May Concern:    Please remove my email from this thread as soon as possible.    Thank you.      From: Cary Andrew Crittenden <caryandrewcrittenden@icloud.com>  Sent: Wednesday, April 22, 2020 3:07 PM  To: Brian McComas <mccomas.b.c@gmail.com>  Cc: sixth.district@jud.ca.gov <sixth.district@jud.ca.gov>; supreme.court@jud.ca.gov  <supreme.court@jud.ca.gov>  Subject: Re: Fines & Fees      That is bullshit Brian and you know it.  This is substantial right. You are a liar and a  disgrace to the legal profession.  I do not waive oral argument and I am not appealing  the fines and fees.     The “caption of ship” argument you use citing carpenter does not apply to incompetent  legal counsel such as yourself .      Justice Thomas delivered the opinion of the Court.  Not infrequently, an attorney appointed to represent an indigent defendant on appeal  concludes that an appeal would be frivolous and requests that the appellate court allow  him to withdraw or that the court dispose of the case without the filing of merits briefs.  In Anders v. California, 386 U.S. 738 (1967), we held that, in order to protect indigent  defendants’ constitutional right to appellate counsel, courts must safeguard against the  risk of granting such requests in cases where the appeal is not actually frivolous. We  found inadequate California’s procedure–which permitted appellate counsel to  withdraw upon filing a conclusory letter stating that the appeal had “no merit” and  permitted the appellate court to affirm the conviction upon reaching the same  conclusion following a review of the record. We went on to set forth an acceptable  procedure. California has since adopted a new procedure, which departs in some  respects from the one that we delineated in Anders. The question is whether that  departure is fatal. We hold that it is not. The procedure we sketched in Anders is a  prophylactic one; the States are free to adopt different procedures, so long as those  procedures adequately safeguard a defendant’s right to appellate counsel.    Sent from my iPhone      On Apr 16, 2020, at 1:54 PM, Brian McComas  <mccomas.b.c@gmail.com> wrote:     Cary,    We have already gone over this several times, most recently in my email  to you on March 27:  a Packet Pg. 301 3   "As you know, tactical decisions about the case are made by appointed  counsel.  You can abandon the appeal using the Notice of Abandonment  form we sent previously.  You can also substitute in new counsel using  the Substitution Form we also sent previously.  Otherwise, we are  proceeding as is without abandonment of any issues.  (See People v.  Carpenter (1997) 15 Cal.4th 312, 376 ["Counsel is 'captain of the  ship'"].)"    Additionally, Mr. Robinson has already informed you that he will be  deferring all communications to me, so there is no reason to insist that  he respond to your emails.  In any event, given our prior  communications, we will not be responding to emails concerning this  issue further unless you are requesting to substitute counsel, abandon  appeal, or proceed pro per.    Brian C. McComas, Esq. Law Office of B.C. McComas, LLP  PMB 1605, 77 Van Ness Ave., Ste. 101 San Francisco, CA 94102 Cell: 208-320-0383  Fax: 415‐520‐2310    CONFIDENTIALITY NOTICE: This e‐mail is legally privileged and protected  by the Electronic Communications Privacy Act, 18 U.S.C. 2510‐2521.  If  the reader of this message is not the intended recipient, or the  employee or agent responsible for delivering it to the intended  recipient, you are hereby notified that any dissemination, distribution or  copying of the communication is strictly prohibited.  If you have  received this e‐mail in error, please notify me immediately at (208) 320‐ 0383 and by return e‐mail, and delete all copies of this message. Thank  you.       On Thu, Apr 16, 2020 at 10:00 AM Cary Andrew Crittenden  <caryandrewcrittenden@icloud.com> wrote:  Make sure that Mr. McConas understands that I am not appealing the  fines and fees.    Cary Andrew Crittenden | 408‐318‐1105     WARNING: This message is from an external user. Confidential information such as social security numbers, credit card numbers, bank routing numbers, gift card numbers, wire transfer information and other personally identifiable information should not be transmitted to this user. For question, please contact the Morgan Hill IT Department by opening a new helpdesk request online or call 408-909-0055.  a Packet Pg. 302 1 Baumb, Nelly From:Heidi Yauman <heidi.yauman@heidiyauman.com> Sent:Thursday, April 23, 2020 11:44 AM To:Rich.Constantine@morganhill.ca.gov Cc:markhamplazata@gmail.com; news.room@bayareabusiness.news; scottlargent38@gmail.com; rua@uglyjudge.com; larry.carr@morganhill.ca.gov; yvonne.martinezbeltran@morganhill.ca.gov; rene.spring@morganhill.ca.gov; john.mckay@morganhill.ca.gov Subject:Richard Costantine - Morgan Hill Mayor ( Bella Terra Apartments ) Attachments:Habeas Corpus Cary Andrew Crittenden Civil Grand Jury Public Guardian.pdf; PublicGuardian.pdf; santa_clara_county_courts_covering_up_murders.jpg Importance:High CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Mr. Constantine, These people at are criminals and instead of censoring emails you need to make sure the residents of your Morgan Hill. specifically those living at Bella Tera are safe. It would be terrible thing if more lives are lost and you had the power to act, and protect people and didn't. Please do the right thing and protect the people in your city. This is what they did to me: https://heidiyauman.com/heidi-yauman-before-and-after/ (Before and after the Markham Plaza attacks) Heidi Yauman HeidiYauman.com a Packet Pg. 303 2 On 2020-04-23 06:22, Cary Andrew Crittenden wrote: Hello Mr. Constantine, I appear to have been mistaken regarding Loma Clara Senior Living Center. This does not appear to be operated by EAH Housing, yet somehow appeared on some lists associating it with EAH. (Still waiting for clarification on this) Bella Tera however, is managed by EAH Housing and located in Morgan Hill at 235 E. Dunne Avenue. Thank you, Cary Andrew Crittenden | 408-318-1105 On Apr 22, 2020, at 6:41 PM, Cary Andrew Crittenden <caryandrewcrittenden@icloud.com> wrote: Dear Mr. .Constantine, You understand that we can not do that as this is matter of public interest to the residents of Morgan Hill. Please make sure this email is retained on public record. Additionally, Loma Clara Senior Living Center is located in Morgan Hill, and this pertains to a homicide by EAH Housing which manages Loma Clara. The homicide of Markham Plaza resident Robert Moss was concealed from Civil Grand Jury investigation into the Santa Clara County Public Guardian. Google Markham Plaza Attacks Respectfully, Cary Andrew Crittenden | 408-318-1105 a Packet Pg. 304 3 Sent from my iPhone On Apr 22, 2020, at 5:19 PM, Rich Constantine <Rich.Constantine@morganhill.ca.gov> wrote: To Whom it May Concern:     Please remove my email from this thread as soon as possible.     Thank you.     From: Cary Andrew Crittenden <caryandrewcrittenden@icloud.com>  Sent: Wednesday, April 22, 2020 3:07 PM  To: Brian McComas <mccomas.b.c@gmail.com>  Cc: sixth.district@jud.ca.gov <sixth.district@jud.ca.gov>; supreme.court@jud.ca.gov <supreme.court@jud.ca.gov>  Subject: Re: Fines & Fees That is bullshit Brian and you know it. This is substantial right. You are a liar and a disgrace to the legal profession. I do not waive oral argument and I am not appealing the fines and fees. The "caption of ship" argument you use citing carpenter does not apply to incompetent legal counsel such as yourself . Justice Thomas delivered the opinion of the Court. Not infrequently, an attorney appointed to represent an indigent defendant on appeal concludes that an appeal would be frivolous and requests that the appellate court allow him to withdraw or that the court dispose of the case without the filing of merits briefs. In Anders v. California, 386 U.S. 738 (1967), we held that, in order to protect indigent defendants' constitutional right to appellate counsel, courts must safeguard against the risk of granting such requests in cases where the appeal is not actually frivolous. We found inadequate California's procedure–which permitted appellate counsel to withdraw upon filing a conclusory letter stating that the appeal had "no merit" and permitted the appellate court to affirm the conviction upon reaching the same conclusion following a review of the record. We went on to set forth an acceptable procedure. California has since adopted a new procedure, which departs in some respects from the one that we delineated in Anders. The question is whether that departure is fatal. We hold that it is not. The procedure we sketched in Anders is a prophylactic one; the States are free to adopt different procedures, so long as those procedures adequately safeguard a defendant's right to appellate counsel. Sent from my iPhone On Apr 16, 2020, at 1:54 PM, Brian McComas <mccomas.b.c@gmail.com> wrote: Cary, We have already gone over this several times, most recently in my email to you on March 27: "As you know, tactical decisions about the case are made by appointed counsel. You can abandon the appeal using the Notice of Abandonment form we sent previously. You can also substitute in new counsel using the Substitution Form we also sent previously. Otherwise, we are proceeding as is without abandonment of any issues. (See People v. Carpenter (1997) 15 Cal.4th 312, 376 ["Counsel is 'captain of the ship'"].)" a Packet Pg. 305 4 Additionally, Mr. Robinson has already informed you that he will be deferring all communications to me, so there is no reason to insist that he respond to your emails. In any event, given our prior communications, we will not be responding to emails concerning this issue further unless you are requesting to substitute counsel, abandon appeal, or proceed pro per. Brian C. McComas, Esq. Law Office of B.C. McComas, LLP PMB 1605, 77 Van Ness Ave., Ste. 101 San Francisco, CA 94102 Cell: 208-320-0383 Fax: 415-520-2310 CONFIDENTIALITY NOTICE: This e-mail is legally privileged and protected by the Electronic Communications Privacy Act, 18 U.S.C. 2510-2521. If the reader of this message is not the intended recipient, or the employee or agent responsible for delivering it to the intended recipient, you are hereby notified that any dissemination, distribution or copying of the communication is strictly prohibited. If you have received this e-mail in error, please notify me immediately at (208) 320-0383 and by return e-mail, and delete all copies of this message. Thank you. On Thu, Apr 16, 2020 at 10:00 AM Cary Andrew Crittenden <caryandrewcrittenden@icloud.com> wrote: Make sure that Mr. McConas understands that I am not appealing the fines and fees. Cary Andrew Crittenden | 408-318-1105 WARNING: This message is from an external user. Confidential information such as social security numbers, credit card numbers, bank routing numbers, gift card numbers, wire transfer information and other personally identifiable information should not be transmitted to this user. For question, please contact the Morgan Hill IT Department by opening a new helpdesk request online or call 408-909-0055. a Packet Pg. 306 1 Baumb, Nelly From:Michele Lew <michele_lew@yahoo.com> Sent:Friday, April 24, 2020 9:53 PM To:Council, City Subject:Honoring Dr. Sara Cody CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on  links.  ________________________________    Dear Mayor Fine and Members of the City Council,    I hope the Palo Alto City Council will consider honoring Dr. Sara Cody sometime this year.  As you may know, she is a  PAUSD grad (Walter Hays, Jordan, Paly), as well as a current Palo Alto resident and parent.  Dr. Cody has demonstrated  inspirational leadership, courage, and integrity throughout the pandemic so far.    While Dr. Cody is not one to seek acknowledgment, we as a community should publicly recognize and thank her for  saving lives ‐ in Palo Alto and beyond.    If I can assist with drafting a resolution in her honor, please don’t hesitate to let me know.  Thank you for your  consideration.    Sincerely,    Michele Lew  Palo Alto resident  650‐291‐5008  Michele_lew@yahoo.com  a Packet Pg. 307 1 Baumb, Nelly From:Geri <geri@thegrid.net> Sent:Monday, April 27, 2020 6:29 PM To:Council, City Cc:Mike Bechler; IMOGENE AND ROCHARD HILBERS Subject:City employees do not need more raises. CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  City employees do not need more raises.  They haven’t for years.  they don’t pay almost anything into their pensions.   The police do not enforce traffic calming at all.   The firefighters lied about an ambulance costing over  $2200. By omission.  City employees make over 20 and $30,000 a month  with benefits.  Few return calls.    They   have 13 Mondays off a year. They have every other Friday off.   Police only work four days a week maximum.  Our streets need Quality paving.     THE REASON FOR unions was to see that people could get enough to eat and feed their families.    This “let them eat cake”  attitude is nearly unethical.    Thank you for writing once again   About this.    a Packet Pg. 308 2 Geri Mcgilvray   Palo Alto   Everyday safety and walkability   Geriart.net    Sent from my iPhone  a Packet Pg. 309 1 Baumb, Nelly From:Deborah Goldeen <palamino@pacbell.net> Sent:Saturday, April 25, 2020 10:34 AM To:Council, City Cc:Parks Subject:Foothills Park CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on  links.  ________________________________    Now that my spouse is working at home, every now and then he can drive me to and then pick me up from Foothills  Park so I can hike. He did this yesterday evening. To my surprise, I encountered quite a few people on the trails as well  as three male youths skateboarding on the roads.  Turns out, more than a few of these people were accessing the park  via the Charlie Brown fire road, as in they had walked or run onto the property from their residences in Los Altos Hills.    Not only do non‐residents access Foothills Park all along Page Mill Road, Portola Valley (los Trancos Woods) residents  walk or run into the park from use trails that connect to Los Trancos trail on the far side of the park.  I wish Parks and  Rec would do something about this, but now more than ever.  If Palo Alto residents can’t use their parks, why do Los  Altos Hills and Portola Valley residents get to do so?    Deb Goldeen,  94306, (650)321‐7375 Redacted a Packet Pg. 310 1 Baumb, Nelly From:Pc User <pc77user@aol.com> Sent:Friday, April 24, 2020 8:24 AM To:Perla Simmons; Rachel Joy Simmons; Camille Lachica; Carol Macannico; Tom & Beth Simmons; Joanne Casey; Andres Lorraine; biotica@aol.com; Dennis Tiernan; Philip Hussa; Steve Kormondy; Lou Basile; drmeiswinkle@aol.com; Frank Agamennon; ezrider67@verizon.net; mkormondy@yahoo.com; zeke@verizon.net; Richard Gage; Rachel Simmons; mon.tp.coalition@gmail.com; Nancy Brais; Messina Mary; janet darcey; Frank Agamennon; Craig Simmons; Patty LaPlaca; Mark Schleck; Jackie Andres Schnell; Cassandra Khneiger; senator_menendez@menendez.senate.gov; "Dick" Saslaw; Loretta Weinberg; Nia Gill; Robert Menendez; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; Rekha Jaggernauth; Jeff Jaggernauth Cc:Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School Subject:Fwd: New Gun Laws Are SO Bad Hitler Would Be Jealous CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  It's later than you think. The KommieKrats and other assorted TYRANTS hate your 2A freedoms and want Mom & Pop  and all the law abiding persons disarmed. Meanwhile, the foreign drug gangs and assorted criminals and terrorrists that  they invited into their Sanctuary Cities with promises of  free everything, are arming up with full auto weapons.  Bringing  an AR‐15 "assault weapon" to a gunfight with them, against their full auto weapon, would be like bringing a knife to a  gunfight. In the 1900's, the Kommies and other assorted TYRANTS killed between 165 million and 250 million of their  a Packet Pg. 311 2 own citizens, AFTER FIRST DISARMING THEM !   They are using the very same incremental tactics in the USA Today  !!!!!    Now they are trying to attaché their Draconian Laws as riders onto other necessary legislation.  Make no mistake  about it. Their laws are not meant to target the gangs, criminals and terrorrists, they are meant to target the law abiding  citizens and their God Given Rights of self defense. Why these TRAITORS are not being charged with TREASON,  FELONIOUS PERJURY, and CONSPIRACY TO DEPRIVE CITIZENS OF THEIR CONSTITUTIONAL RIGHTS UNDER COLOR OF LAW  is beyond me. Our Esteemed Founders would have them swinging from trees a long time ago.  Contact your  representatives and demand that they do something to rectify this situation immediately, before a civil war is sparked by  these pusillanimous finks with their TRAITOROUS DESIGNS !!!  And always remember that any law that does not  conform to the US Constitution and the Bill of Rights is NULL & VOID from inception, and absolutely no one has a right or  duty to OBEY or ENFORCE it. That comes straight from the SUPREMECY CLAUSE, found in ARTICLE SIX of the US  Constitution, which is the Supreme Law of the Land.     Best Regards, Stay Healthy, & Arm Up !!!   And insist that they take their illegal, UnConstitutional laws and cram them  where the sun don't shine.  RJS    Begin forwarded message:  From: 50 Cal <support@50calgiveaway.com>  Date: April 24, 2020 at 08:46:55 EDT  To: pc77user@aol.com  Subject: New Gun Laws Are SO Bad Hitler Would Be Jealous  Reply‐To: support@50calgiveaway.com    Hitler would be proud of how evil American lawmakers have snuck through some of the worst gun laws imaginable. As Americans watched their businesses shut down, and as the economy began to falter… Crooked politicians buried some of the worst gun-control in history into the stimulus package. And barely anyone has noticed… If these laws pass soon it will turn the 2nd amendment into an ash pile! As of April 24th, 2020 these laws are yet to be passed… but they are part of the stimulus package and could be approved at any time If they’re approved here’s what happens: a Packet Pg. 312 3  30% tax on all firearms sold also included in this bill  50% tax on ammunition  You will need a federal license to buy a gun or ammo.  Includes a mandate to keep track of gun owners and firearms they buy (a national registry)  No more "gun-show-loop-hole"  No private person to person gun sales  Federal 7-day mandatory waiting period  Red flag laws are built into this bill as well  No one under the age of 21 can purchase any firearms  1 gun a month policy  Safe storage requirements  An "assault" weapons ban  Ban on private builds And dozens of other laws. This Could Become Law At Any Second! And while I know these laws might make you nervous… You don’t have to be too concerned. That’s because on the next page you’ll see a Free guide that shows you newly-designed ways to bypass many of these unconstitutional laws. This guide shows you just because a state passes a “scary” gun law doesn’t mean it applies to you. But you’ve got to know the exact way to get around these laws… And that’s getting harder and harder as more laws are passed. Fortunately when you click here you’ll be given the chance to get this new guide for Free. It shows you how to sidestep many of these new gun laws. Inside you’ll find:  4 new loopholes that keep your guns safe while your neighbors’ guns are seized. a Packet Pg. 313 4  The ATF-backed law that lets you turn a “piece of art” into a semi-automatic weapon.  On page 29 you’ll discover the exact steps to legally acquire firearms without any paperwork! And quite a few other newly-implemented workarounds that help you avoid anti-gunners’ attempts at robbing you of your freedom. WARNING: The publisher only has 1,000 Free copies available. (You can also buy them on his website if you prefer.) To get yours click here now. This is the most up-to-date guide around and will help you get around many of the new laws being passed. Claim yours before it’s too late. :: 50 Cal Giveaway :: You opted in to receive these emails when you requested information or purchased one of 50CalGiveaway.com products. You can Manage Subscription here if you do not want to receive these emails any longer. To help make sure we make it into your inbox, add support@50calgiveaway.com to your address book. This email was sent to pc77user@aol.com by support@50calgiveaway.com. © 50CalGiveaway.com - 1712 Pioneer Ave., Ste. 2035 Cheyenne, WY 82001, USA   a Packet Pg. 314 1 Baumb, Nelly From:RAS <fogz9000-1@yahoo.com> Sent:Monday, April 27, 2020 8:25 AM To:Council, City; Fine, Adrian; jeff@levinsky.org Subject:Edgewood Shopping Center gas powered leaf blowers creating huge dust storm even before 8AM CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Hello City Council, Here we are Monday morning, 4/27/20, and we have a huge dust storm being blown up by a large gas powered leaf blower at the Edgewood Shopping Center starting at 7:50AM. The entire area on both the Channing side and the St. Francis side had dust up to 30 to 40 feet high. The entire area here was clouded with dust and a very large and loud gas powered leaf blower noise. I report this to the 311 line just about every Monday morning and nothing changes. Why is this allowed to continue, especially during the stay at home orders? And why are gas powered blowers allowed at all right next to residential areas when these same adjacent residents are not allowed to use gas blowers? How does any of this make any sense at all? And this same lawn crew keeps starting earlier and earlier and now they're starting again before 8AM. Please do something about this, please. Thank you. ~~~R. Skalsky, longtime resident PRIVATE: This is Not A Public Communication! This private email message, and any attachment(s) is covered by the Electronic Communications Privacy Act, 18 U.S.C. 2510-2521, and is for the sole use of the intended recipient and contains privileged and/or confidential information. a Packet Pg. 315 1 Baumb, Nelly From:Loran Harding <loran.harding@stanfordalumni.org> Sent:Wednesday, April 29, 2020 2:16 AM To:Loran Harding; Dan Richard; Daniel Zack; Mayor; Doug Vagim; dennisbalakian; David Balakian; Mark Standriff; esmeralda.soria@fresno.gov; paul.caprioglio; Steve Wayte; bballpod; beachrides; Irv Weissman; kfsndesk; newsdesk; kwalsh@kmaxtv.com; Mark Kreutzer; Pam Kelly; alumnipresident@stanford.edu; boardmembers; bearwithme1016@att.net; Cathy Lewis; Council, City; dallen1212@gmail.com; eappel@stanford.edu; fmbeyerlein@sbcglobal.net; francis.collins@nih.gov; Chris Field; grinellelake@yahoo.com; huidentalsanmateo; hennessy; steve.hogg; jerry ruopoli; Joel Stiner; lalws4@gmail.com; leager; nick yovino; russ@topperjewelers.com; toni.tinoco@hsr.ca.gov; terry; vallesR1969@att.net Subject:Fwd: Bredefeld and Crazy Bernie CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Wed, Apr 29, 2020 at 1:59 AM  Subject: Fwd: Bredefeld and Crazy Bernie  To: Loran Harding <loran.harding@stanfordalumni.org>                     Late on Tues. April 28, 2020                    Doug‐  Thanks. I was kidding you. I didn't really think you were a rabid Bredefeld supporter.              It wouldn't be that he is influenced by rich Republican business owners living north of Herndon (with their trophy  wives) would it be? I cannot believe these guys. I'll leave it there.              I just watched both PBS News Hour and some of Amanpour and Co.  News Hour interviewed Sen. Schumer. He is  calling for hearings in which the medical experts would testify before Congress about the pandemic. He mentioned Dr.  Fauci and Dr. Birx.   I suggested that in an email when Trump said he had sole authority to re‐open the country, and I  suggested there that if he did that that the first article of impeachment should charge Trump with murder. So thanks,  Sen. Schumer, for your original idea of subpoenaing Fauci and Birx about a month after I suggested it.                  Amanpour interviewed, in the first 17 minutes, the editor of Lancet. She also ran tape of Boris Johnson speaking  today outside of No. 10. He was feisty about the need to maintain the lockdown in England. He does indeed look like a  changed man, having nearly died of the virus. "Put away your impatience" he said. Amanpour reminded viewers that  Johnson was somewhat dismissive of the virus in the early days. "If we let up now, the whole thing can come roaring  back" he said today.   words to that effect.                 In the interview with the editor of Lancet, the editor said that this is a very dangerous virus. He said that the  WHO warned the world on Jan. 30, 2020  to  "get ready".  The UK ignored that warning, as did the U.S., he said.  Asked  why Germany has fared very much better than the U.K. and the U.S., he said that the Germans took the warning  seriously, had massive testing, contact tracing, isolation and quarantine right at the outset. The G. Health Minister said  all of that a week ago and that they had lots of ICU beds and ventilators too.  a Packet Pg. 316 2             Then the editor of Lancet said that the approach in the U.K. was to "let the virus tear through the population, we'll  all get immunity, and the problem will be over". "That might work with some flu virus, he said, but not with a deadly  virus like this.                  I recommend those first 17 min. of Amanpour and Co. for today, 4‐28‐2020.                    Please scroll down. Most of you are seeing that for the first time. Click on the California Health Line link.                LH                                                               ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Doug Vagim <dvagim@gmail.com>  Date: Tue, Apr 28, 2020 at 10:08 PM  Subject: Re: Bredefeld and Crazy Bernie  To: Loran Harding <loran.harding@stanfordalumni.org>    Thanks Loran, great info site.     As to Bredefeld, I don't know him...    On Tue, Apr 28, 2020, 4:03 PM Loran Harding <loran.harding@stanfordalumni.org> wrote:    ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Tue, Apr 28, 2020 at 3:50 PM  Subject: Fwd: Bredefeld and Crazy Bernie  To: Loran Harding <loran.harding@stanfordalumni.org>      ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Tue, Apr 28, 2020 at 3:48 PM  Subject: Fwd: Bredefeld and Crazy Bernie  To: Loran Harding <loran.harding@stanfordalumni.org>      ‐‐‐‐‐‐‐‐‐‐ Forwarded message ‐‐‐‐‐‐‐‐‐  From: Loran Harding <loran.harding@stanfordalumni.org>  Date: Tue, Apr 28, 2020 at 3:36 PM  Subject: Bredefeld and Crazy Bernie  To: Loran Harding <loran.harding@stanfordalumni.org>  a Packet Pg. 317 3             Tues. April 28, 2020       Doug‐  Here is Fresno, Ca. City Council member Gary Bredefeld yelling about the constitution:               https://www.fresnobee.com/news/business/article242328881.html               Hope you're proud of him.              Here is an information‐rich website, probably updated daily. Toss this into favorites maybe.  See the article there  about how Covid19 pts can suffer heart, lung, kidney, brain damage.                           https://californiahealthline.org/morning‐briefing/tuesday‐april‐28‐2020/                                 Also see the article, especially, about the Newsom website that shows where the PPE has been shipped by the  State of California, by county.  Really interesting.  Click on the link to the website within the article. You can go county  by county.                          Compare Fresno Co. with Santa Clara Co. on population (SC is about 2X Fresno Co.) and then the number of  N95 masks to each and the number of face shields going to each county.  S.C. County has gotten 17X the number of  N95s that Fresno Co. has gotten, and 8X the number of face shields.  S.C. Co. has had 4X the number of cases,  2104 v.  504. Santa Clara Co. has been the worst county in the Bay Area for the epidemic.                L. William Harding             Fresno  a Packet Pg. 318 1 Baumb, Nelly From:gmahany@aol.com Sent:Wednesday, April 22, 2020 1:19 PM To:North Ventura Coordinated Area Plan; Council, City Cc:rebsanders@gmail.com Subject:hoping for something beter CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Hello NVCAP I sent my NVCAP2 survey early this month and was not pleased with the survey as it was a repeat of the meeting at Gunn. I've read the letter NVCAP Letter Final 20200416 and I am glad someone (Pan) did a critical detailed review as the survey sure needed one. This survey and the meeting at Gunn brings up the question are these consultants/city planing department lacking vision of alternatives to standard developments and existing P.A. city zoning. Gary Mahany a Packet Pg. 319 1 Baumb, Nelly From:christopher jette <christopherjette@gmail.com> Sent:Sunday, April 26, 2020 9:56 AM To:Council, City; North Ventura Coordinated Area Plan Cc:Rebecca Sanders Subject:NVCAP online survey CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Dear Mayor Fine and Council Members: I wish to protest the NVCAP online survey as none of the proposals reflect what the community wants and would negatively impact the people already living in Ventura. The community must have the opportunity to review the proposals of the working group, which have not been included in this survey, rather than being forced to choose between the three flawed proposals prepared by the city’s consultants. Thank you for your time and efforts, Christopher Jette a Packet Pg. 320 1 Baumb, Nelly From:DANIEL COLLINS <obalzun@hgt-emden.de> Sent:Wednesday, April 29, 2020 7:13 AM To:Council, City Subject:DANIEL COLLINS CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Palo Alto City Council      https://bit.ly/2VPm5Wm  DANIEL              Add the ground beef and pork to the bread, mixing thoroughly by hand. Add the garlic, parsley, and onion and mix again.  Add four of the eggs and knead the mixture further. Add the pecorino, salt, pepper, and about a third of the panko.  Knead that mixture. Add the remaining eggs, another third of the panko and the walnut pieces. Continue to knead,  shaking in the remaining panko and ensure the mixture doesn’t get too dry.                  Beth: This is probably not ideal, but I keep a to‐do list in my email drafts so I can access and edit it from anywhere.  uxqdkb dreadnought labrosaurid downheartedness      jiqplater byproducts metastases thruways  a Packet Pg. 321 1 Baumb, Nelly From:Robert Fischer <robfischer@mac.com> Sent:Saturday, April 25, 2020 11:28 AM To:Greg St.Claire Cc:Dan Gordon; Council, City; Peter Katz; Steve Sinchek; Tim Stannard; Craig Stoll; Howard Bulka Subject:Re: Tossing in the towel for restaurants in Palo Alto CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Hi Greg,    You are spot on. The City of Palo Alto is asleep at the wheel. What will Palo Alto be like when we all close up   our restaurants? What will Palo Alto look like without restaurants? Having three locations here, I am feeling the pain big  time. None of us will be able to sustain the economic impact the city is imposing on us. Yet,  there was an article in the local paper stating city employees will still be getting their raises while the small businesses  are all slowly going bankrupt. Let's see how the city fares when all the tax dollars disappear. Then and only then, will  they feel the pain they are inflicting on small businesses. We need business people on the council who can understand  how business works and how to make the city prosperous. This needs to be a partnership not a dictatorship.    We need relief dollars, parking for employees, tip credits for front of the house employees and a city council that  actually listens to us.     Palo Alto used to be a great place for people to come and enjoy and businesses to thrive. It was vibrant, interesting and  fun. Now we are all working for the city. This is not what I signed up for.    Rob Fischer  Palo Alto Creamery  Reposado  Gravity  415.519.3141    On April 25, 2020 at 9:47 AM, "Greg St.Claire" <greg@avenir‐rg.com> wrote:  Palo Alto City Council and Mayor,   I am not sure what if anything was accomplished from the zoom meeting yesterday as I had to hop off  the call to execute a food give away for a 1000 starving families. Prior to the zoom meeting I met my  General Contractor at Nola. We parked on the opposite side of the street and met in the middle of  Ramona street. We stood and talked for almost a half hour (in the middle of the street) and suddenly  realized that not a single car had past in either direction nor many going up or down University. This was  Friday! Coupa Cafe had a total of 2 customers during this and the next half hour comapred to what  would have been 200.      You need to start focusing your meetings on the disaster at your doorstep and not green energy (which I  am a huge proponent of) or the shuttle bus!!! The very quaint town of Palo Alto that makes residents  want to live near is on the verge of death. You drove out the street musicians, you militantly have made  curbside dining difficult if not impossible and you have no parklet program in place. Only Delfina (which I  love!) has any quality outdoor dining in your entire downtown. Any quality City Planner would tell you  that this is the exact opposite of what you design to create and keep a vibrant community. You stiff arm  the proprietors and workers making parking difficult and costly. Redwood City is literally kicking Palo  a Packet Pg. 322 2 Alto's ass in recent years because they listened to intelligent consultants. You are no longer sitting on a  Golden Goose. You have allowed tech giants to smother your City with 'City Campuses' of their own  keeping their workforce inside their campus compounds with free food, free coffee, free dry cleaning,  free massages, free medical care and free on and on. No small business near this can compete with the  scraps left from Companies like Facebook, Google and Apple. They have been printing cash with insane  bottom line profits yet you seem to be missing this. Instead you turn back to the very businesses that  provide the small pleasures in life. You impose wage increases that mathematically don't work ignoring  the black and white economics of our business and taking into account tip credits. The last tax proposal  was so outrageous that most of us starting to planning exits from Palo Alto prior to Covid 19. You have  created a business reputation worse than SF. Like San Carlos and many others you need to start to think  outside the box and get some creative plans going. Palo Alto needs to strongly consider closing some  streets that are prime restaurant hubs and retail hubs. You need to get parklets going and fast. That is  where the grant money should be going. Menlo Park, Redwood City, Los Gatos and many other Cities  started to realize this need and slowly arrogant Palo Alto has been left behind. Below is what I sent to  the San Carlos Council this morning. This entire council will respond ‐ guaranteed. A meeting will happen  with business owners like me. Will any of you respond beyond Greg who seems to be the only Council  member grasping the economic reality we are facing?    Dear Mayor and Council Members,   I am sure you are all keenly aware of the completed devastation of the restaurant and retail sector.  There is not a big City nor small Town in our state that has not been affected by this. We were the first  to impose Shelter in Place and we will most likely be the last to remove it. The fear and mental fatigue  will last long after any lifting of shelter in place. The current proposals are being floated are financial  suicide for retail and restaurants. Howard Schulze finally voiced this on Nightline last night saying if this  was imposed on Starbucks in the earlier years of his company would not have survived. None of the  businesses on Laurel can possibly reopen with servers in face masks and gloves. No business model  would allow a business to survive with 25% of their tables. Over the years many have only been using  25% of their tables and those are the ones that have closed, flipped and closed again. The ones that  have kept their doors open are the ones cheating and stealing and abusing our City.     If we truly want to save our quaint downtown and the many businesses that we all love to go to it's time  to finally take some action on ideas that have been advocated for years. Let's start with finally closing  the 600‐800 blocks of Laurel and let the restaurants and shop owners spill out onto Laurel so that they  can properly distance themselves and have our residents in San Carlos be outside in the fresh air. Going  into a clothing store or a restaurant is going to bring a level of fear that some have when flying and  worrying about people around with a cold. Take down the onerous barriers and expense of the parklet I  built at an expense of over $350,000 and allow for a temp solution. Let Salt Box, Cuisinett, Pazzo and any  other restaurant outside these blocks have a parklet. Perhaps look to grant them an interest free loan to  kick start this. This is not a time to study this any longer and ask for any more public opinion. The City  has been closing the street not for years for the farmers market hurting our local market and generating  zero in way of revenue for our City. Keep the cross streets open like we do on the Farmers Markets. I am  telling you the situation is getting dire. I am going to open Town up this week for takeout but most likely  if the future looks the same through the end of the year we would most likely close and go dark. I think  every City Council needs to start thinking outside the box and putting their full focus of the Council  Meetings on this. Would be happy to organize a zoom meeting but let's get something going and fast or  this downtown is going to be gutted.  Best,  Greg  Greg St Claire  Owner  Avenir Restaurant Group  www.avenir‐rg.com  a Packet Pg. 323 3 www.townsc.com  www.nolas.com  www.milagrosrc.com  www.ranchoalena.com  www.alpineinnpv.com  650‐631‐8813      On Fri, Apr 10, 2020 at 10:20 AM Dan Gordon <dgordon@gordonbiersch.com> wrote:  Dear Mayor Fine and City Councilpersons Cormack, DuBois, Kniss, Fisleth, Kou and Tanaka,     I wasn’t surprised to see the article today regarding the revenue shortfalls the city is anticipating and  the drastic measures with staff reductions, furloughs and layoffs that are occurring.  It looked like close  to a 50% reduction.  Tragic and my sympathy and goes out to you and your staff.  As you know,  restaurants and retailers are much worse off.  There has been close to a 95% reduction in Palo Alto  restaurants as the minimal amount of togo business is feasible for just a few.        I think it would be prudent for you all to look downstream as to how you might be able to jump start  downtown and toss away your sacred cows.  As it currently stands, the rents and high minimum wage  combined with a sales outlook 50% of normal volume once the SIP is removed is not promising.  The  primary cost of running a restaurant is labor.  At $15.40 there is no reason  to reopen.   I think you  should survey restaurateurs on their desire to reopen or file Chapter 11 and get out of leases.  It will be  a shocking and eye‐opening experience.  Vacant storefronts eliminate sales tax revenue, payroll taxes  and property taxes as the property values decline. To add salt on the womb,  The Santa Clara County  Board of Supervisors just sent a death blow out last night stating they are considering no large  gatherings until late November.  Can you imagine the impact on restaurant sales when people are  forced to sit 4 seats apart from each other and that assumes that they are going to want to risk going  out at all.  The SBA programs will not come close to covering reopening costs let alone the future cash  flow deficits.     Palo Alto clearly cannot afford to do it’s own “new deal”, but you can make it possible for restaurateurs  and retailers to consider opening again. Mandate rent and property tax forgiveness for closed retail  operators for at least 4 months retro to SIP and set PA minimum wage to state levels (currently at  $12/hr) for at least 2 years and no increases more than the CPI for the next 3 year  afterwards.   Without these two items you are going to see at least 20% of downtown businesses  shuttered for at least a year and possibly a higher percentage.  Restaurants cannot reopen at 50% of  their 2019 monthly sales.  Self‐mandated and psychologically directed social distancing is going to be  the norm until there is a vaccine.   It’s time for some strong civic leadership.       I have no stake in the game anymore and I really loved my 32 years in Palo Alto.  I am writing this on  behalf of my hard‐working colleagues in the Palo Alto hospitality industry.   a Packet Pg. 324 4    Sincerely,     Dan Gordon   32 years of Palo Alto restaurant business     a Packet Pg. 325 1 Baumb, Nelly From:Guillaume Bienaime <guillaumebienaime@gmail.com> Sent:Tuesday, April 28, 2020 10:22 AM To:Council, City; Shikada, Ed Subject:Thank you CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Hello all,    Thank you so much for creating the platform for ideas to be shared. It truly moves me to see all of us come together as  we strengthen our community. I look forward to creating solutions and finding a way forward.     Guillaume          ‐‐   Guillaume Bienaimé Proprietor  Zola zolapa.com  barzolapa.com        a Packet Pg. 326 1 Baumb, Nelly From:Pc User <pc77user@aol.com> Sent:Wednesday, April 22, 2020 12:34 PM To:David Gahary; Patty LaPlaca; Craig Simmons; janet darcey; Joanne Casey; Tom & Beth Simmons; Carol Macannico; Rachel Joy Simmons; Andres Lorraine; Perla Simmons; Camille Lachica; Jeff Jaggernauth; Rekha Jaggernauth; Ed Durfee; secretary@njoathkeepers.org; Keepers Oath; Cheryl & Erin Hough Al; Cheryl H.; Deanna; Joanne Singerman; Judith Buruk; Kathy Wood; Kristina Martinelli; Paula Dassbach; Kupniewski Arlene; Lanny Thompson; Martine Schroeter; Pam David; Pat Gotschalk; Patrick Martin; Patty Sotirin; Rosita Eckl; Sharon Busch; Steve Hendershot; Thomas Kulessa; Tommy Elixir; Valerie Troesch; Willie & Gloria Melton; Nia Gill; Loretta Weinberg; senator_menendez@menendez.senate.gov; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org; SENATORS @NJLeg.Org Cc:Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; mbeach1964@hotmail.com; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School; Class Of '67 Manasquan High School Subject:MUST SEE On CV: COVID Action Platform - 'TELL ALL' Site Re: NWO--Their Plan For a Global Feudal System. Very Large Program Details !!! CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on  links.  ________________________________    Holy Mackeral !   They had this whole thing planned going back 50 years, or more !   Check out this whole blueprint of  theirs, with rabbit holes leading all over the place, with layers 200 layers deep, seen with just the click of a mouse.   a Packet Pg. 327 2 These people are diabolical in their plans to enslave us in their one world feudal system.  It must have taken years, if not  decades, to create their computer program that details all of their plans !!!!!  This is the proof positive of the "plot to  enslave us all" that JFK promised to expose shortly before they publicly executed him.  COVID19 is only the smokescreen  that allows them to roll in their Network of Global Corporate Control, and dispose of the "Useless Eaters" as THEY like to  refer to us as.  As they destroy our sovereignty and our US Constitution.    https://m.youtube.com/watch?v=8JbyeV‐_5Lo&feature=youtu.be      Best Regards, & Give Up No Liberties !!!!!  If you give up one, you give up them all !!!  RJS  a Packet Pg. 328 1 Baumb, Nelly From:Michael Korn <makompk@aol.com> Sent:Saturday, April 25, 2020 4:13 PM To:fred@fredalanwolf.com Cc:Council, City; cityleaders@fcgov.com Subject:Elite Technocratic Incompetence CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Read the last portion of this devastating commentary from New York Magazine, starting about halfway down the page.  A devastating indictment of the entire federal government for the incompetent coronavirus response. Apparently there  are some 20 fully budgeted federal agencies that have been charged with planning for pandemic response and not one  of them has made a meaningful contribution to the current crisis.  As embarrassing as President Trump is, he is only reflecting the frustration that so many Americans feel about the  technocratic elites who swallow endless sums of money and do nothing to benefit society:  https://nymag.com/intelligencer/2020/04/andrew‐sullivan‐we‐cant‐go‐on‐like‐this‐much‐longer.html  Failure Is Much Bigger Than Trump  In the middle of this pandemic, I can’t get out of my mind that the budget for the Centers for Disease Control and  Prevention last year was $7.2 billion. This year, it will set a record of $7.9 billion — an all‐time record. That’s an  incredible sum. The FDA, the other critical agency for controlling disease, has a comparable $5.7 billion budget. The  WHO is funded by the U.S. to the tune of $453 million, by far the biggest contributor....  a Packet Pg. 329 1 Baumb, Nelly From:Yahoo Mail.® <honkystar@yahoo.com> Sent:Monday, April 27, 2020 6:11 PM To:Frank Agamemnon Subject:? Q or perhaps ANOTHER FACTION? that has NOTHING to do with Q? Does it matter? AS LONG AS IT'S HAPPENING CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  a Packet Pg. 330 2 a Packet Pg. 331 3 ? PERHAPS THIS IS THE ANSWER TO THAT https://l.messenger.com/l.php?u=https%3A%2F%2Fwww.youtube.com%2Fwatch%3Fv%3Dwl5C3ggMYKc%26feature%3Dshare&h=AT3Crh0-qUFIjP4yzDbyXInaQwr8kG3moAaVZcrv6HRnU9SqxZzm3_Ce27I8NGL--DQgyHVilcP0ZbSHPea5w8uP1Kfgp8EbjjXVn9XT7dFhhmnLGL0EcPGahi18zYR7 a Packet Pg. 332