Loading...
HomeMy WebLinkAbout2019-08-05 City Council Agenda Packet City 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, August 5, 2019 Special Meeting Council Chambers 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. PUBLIC COMMENT Members of the public may speak to agendized items; up to three minutes per speaker, to be determined by the presiding officer. If you wish to address the Council on any issue that is on this agenda, please complete a speaker request card located on the table at the entrance to the Council Chambers, and deliver it to the City Clerk prior to discussion of the item. You are not required to give your name on the speaker card in order to speak to the Council, but it is very helpful. Public comment may be addressed to the full City Council via email at City.Council@cityofpaloalto.org. TIME ESTIMATES Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public. To ensure participation in a particular item, we suggest arriving at the beginning of the meeting and remaining until the item is called. HEARINGS REQUIRED BY LAW Applicants and/or appellants may have up to ten minutes at the outset of the public discussion to make their remarks and up to three minutes for concluding remarks after other members of the public have spoken. Call to Order Study Session 5:00-5:30 PM 1. Study Session With the Palo Alto Art Center Foundation Special Orders of the Day 5:30-5:45 PM 2. Proclamation Recognizing National Night Out 2019 Agenda Changes, Additions and Deletions City Manager Comments 5:45-5:55 PM Oral Communications 5:55-6:10 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. 2 August 5, 2019 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. Minutes Approval 6:10-6:15 PM 3.Approval of Action Minutes for the June 17 and 24, 2019 Council Meetings Consent Calendar 6:15-6:20 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 4.Adoption of a Resolution Authorizing the Filing of an Application to the State of California Housing and Community Development Department for the Senate Bill (SB) 2 Planning Grant Program; Environmental Assessment: Exempt Under California Environmental Quality Act (CEQA) Guidelines Section 15061(b)(3) 5.3877 El Camino Real [19PLN-00068]: Request for Approval of a Final Map to Create a one lot Airspace Subdivision for 18 Condominium Units (one Commercial Space, six Residential Flats, and 11 Townhouses). The Final Map Also Includes Access and Utility Easements. Environmental Assessment: Exempt From Provisions of the California Environmental Quality Act (CEQA) in Accordance With Guidelines Section 15268(b)(3) (Ministerial Projects). Zoning District: Service Commercial (CS) 6.SECOND READING: 1700 & 1730 Embarcadero Road [18PLN-00186]: Request Zoning Map Amendment, Site and Design Review and Design Enhancement Exception to Allow the Demolition of an Existing 18,000 Square Foot Vacant Restaurant Building and a 15,700 Square Foot Audi Service Building, and Construction of two new Automobile Dealerships Totaling 84,900 Square Feet. The Zoning Map Amendment Would Change the Zoning Designation From CS(D) and PC to CS(D)(AD) for Both Parcels. (FIRST READING: June 24, 2019 PASSED: 6-1 Kou no) 7.Policy and Services Recommends the City Council Accept the Business Registry Audit 8.Approval of the Appointment of Geoffrey (Geo) Blackshire as Fire Chief 9.SECOND READING: Ordinance Amending Chapter 5.20 (Refuse Collection) of Title 5 of the Palo Alto Municipal Code Related to the Storage, Sorting, Collection and Removal of Refuse, Including Restrictions on the Type and Color of Refuse Collection Bags and Other Modifications to Make Waste Sorting More Effective and Facilitate Monitoring; and Finding the Ordinance to be Exempt Under California Q&A 3 August 5, 2019 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. Environmental Quality Act (CEQA) (FIRST READING: June 24, 2019 PASSED: 6-1 Tanaka no) 10. Selection of Applicants to Interview for an Unfinished Term on the Architectural Review Board State/Federal Legislation Update/Action Council Member Questions, Comments and Announcements Members of the public may not speak to the item(s) Closed Session 6:20-9:00 PM Public Comments: Members of the public may speak to the Closed Session item(s); three minutes per speaker. 11. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Authority: Government Code Section 54956.8 Property: Cubberley Conveyance Property and Leased Site, 4000 Middlefield Road, Palo Alto, CA Assessor’s Parcel Nos. 147-08-052 and 053 Agency Negotiators: Ed Shikada, Kristen O’Kane, Molly Stump, Terence Howzell, Kiely Nose, David Ramberg, and Sunny Tong Negotiating Parties: City of Palo Alto and Palo Alto Unified School District Under Negotiation: Lease Price and Terms of Payment (ASD) 12. PUBLIC EMPLOYEE PERFORMANCE EVALUATION Title: City Manager, City Attorney, City Clerk Authority: Government Code Section 54957 (b) 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 August 5, 2019 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Additional Information Standing Committee Meetings Finance Committee Meeting August 6, 2019 Cancelled Schedule of Meetings Schedule of Meetings Tentative Agenda Tentative Agenda Informational Report City of Palo Alto Investment Activity Report for the Fourth Quarter, Fiscal Year 2019 Public Letters to Council 07-01-2019 07-08-2019 07-15-2019 07-22-2019 07-29-2019 08-05-2019 City of Palo Alto (ID # 10415) City Council Staff Report Report Type: Study Session Meeting Date: 8/5/2019 City of Palo Alto Page 1 Summary Title: Study Session with the Palo Alto Art Center Foundation Title: Study Session with the Palo Alto Art Center Foundation From: City Manager Lead Department: Community Services Recommendation Staff recommends that City Council provide feedback on the Art Center/Art Center Foundation Strategic Framework Background Organizational Overview The Palo Alto Art Center is your place to see and make art, activate your creativity and expand your community. The Palo Alto Art Center Foundation expands the reach and impact of the Palo Alto Art Center through fundraising and advocacy. History The Palo Alto Art Center was established in 1971, the result of intense lobbying, during the late 1960s, by an engaged group of Palo Alto community members who advocated for the re-use of the former City Hall building as a center for the arts. Created by the community for the community, the Art Center has successfully served a wide audience for more than four decades. Upon the founding of the Art Center Alan Longacre, the former Arts Director for the City of Palo Alto shared, “We want to bring people together—all kinds of people—and provide them a place where young and old, amateurs and professionals, persons of every kind of background, race or belief, can rub elbows with one another and share ideas, talents, and creativity.” The Palo Alto Art Center Foundation, which operates through a formally recognized public/private partnership with the City, was established in 1973 to provide fundraising and advocacy support for the Center. City of Palo Alto Page 2 Current Art Center Programs and Activities The Art Center believes that its mission is best achieved by connecting the experience of viewing art with direct involvement in making art. Dedicated to providing access to the arts within this viewing/making context, core programs include: • Exhibitions. The heart of the Art Center is its regularly scheduled, high-quality, professionally curated exhibitions. These include group and solo exhibitions of work in diverse media by local, regional, national, and international artists; an Artist-in- Residence Program; and related public programs. • Outreach and Family Programs. The Art Center works with numerous community groups to present family programs, outreach, and special events throughout the year, and serves 1,400 people with free Family Days, 1,100 through outreach events, and 16,000 with special events such as The Great Glass Pumpkin Patch and Clay and Glass events. • Teen Programs. Art Center Teen Leadership (ACT) group, which now has 23 members, organizes events for teens, including the annual Teen Takeover Teen Creativity Party. • Friday Night Events. On a quarterly basis, the Art Center offers festive evenings of hands-on artmaking and entertainment that draw 300-600 people at each event. • Project Look. More than 5,500 K–8 students per year, from some 200 classrooms, participate in docent-led, inquiry-based tours of Art Center exhibitions and related hands-on art activity. • Cultural Kaleidoscope. Using the visual arts to build bridges between economically and culturally distinct communities, this standards-based arts-education program partners K–5 classes from schools in Palo Alto and East Palo Alto to work with professional artists on collaborative art projects. This program serves 500 children each year. • Children's Fine Art Program. In the Children's Wing, the Art Center offers classes and workshops for children and teens in traditional artmaking, design, and new media. • Studio Art Program. This programs’ studio-based instruction in a variety of creative media offers a series of quarterly instructional programs for adults and teenagers, serving 2,000 people annually; approximately forty local artists serve as teachers. • Volunteer Programs. The Art Center has more than 800 active volunteers and interns. Volunteers at the Art Center support all areas of our operations and in fiscal year 19 contributed 6,737 hours, a value of $185,932.64 in donated time. • Robust Community Partnerships. The Art Center actively partners with programs within the City and other nonprofits in the community, maintaining more than 40 ongoing community partnerships. Current Art Center Foundation Activities The Palo Alto Art Center Foundation engages in fundraising and advocacy efforts to expand the reach of the Art Center, including: City of Palo Alto Page 3 • Membership and Donor Circles—The Art Center Foundation maintains approximately 400 members in its lower-level membership and Donor Circle programs. • Individual giving—The Art Center Foundation actively participates in fundraising campaigns, including direct mail fundraising and major giving . • Special events—The Foundation co-organizes the annual Great Glass Pumpkin Patch at the Art Center with the Bay Area Glass Institute. This event is the largest glass pumpkin patch in California. • Grant writing—The Art Center Foundation receives funding from several foundations, including The David and Lucile Packard Foundation, the William and Flora Hewlett Foundation, and Yellow Chair Foundation. Customer Feedback The Art Center solicits feedback about all its programs through customer surveys and uses a Net Promoter Score to evaluate performance across programs. The Center’s average Net Promoter Score is 65 (a score of this range is considered excellent). One community member shares the following about the Center: “The Palo Alto Art Center is a spectacular community resource. Not only do they advocate art as a vital social and personal activity at the local level, they provide exposure to some of the best art and artists from around the world. Keep their calendar of events and class schedule handy. There’s so much to choose from. The PAAC is an absolute treasure.” Achievements Achievements of the Palo Alto Art Center and Palo Alto Art Center Foundation include: • The receipt by the Foundation of an Institute of Museum and Library Services grant to support an initiative with the Palo Alto Junior Museum & Zoo that provides opportunities, paid internships, and paid fellowships for diverse youth. • The receipt by the Foundation of a National Endowment for the Arts grant to support a New Americans exhibition and public programs in conjunction with the Palo Alto City Library. • Renovation of the Palo Alto Art Center in 2011-12 through a public/private partnership between the Palo Alto Art Center Foundation, the City of Palo Alto, and local community members to renovate the Palo Alto Art Center facility. This project involved a successful $4.7M capital campaign conducted by the Palo Alto Art Center Foundation. Discussion Staff and the Palo Alto Art Center Foundation will provide an update to the City Council on the following topics: 1. Recently completed joint Strategic Framework for the Palo Alto Art Center and Palo Alto Art Center Foundation. 2. Palo Alto Art Center Foundation and Palo Alto Art Center recent City of Palo Alto Page 4 accomplishments. A Strategic Framework (Attachment A) was completed in 2019 to develop a vision that would guide the Art Center staff and Art Center Foundation for the next ten years. With assistance from a consultant, Art Center staff and Foundation members participated in a process to rethink the Art Center’s and Art Center Foundation’s missions, establish a clear vision and develop a set of strategic priorities. These strategic priorities are: heighten community engagement, increase financial stability, and strenghten leadership capacity. Additionally, the Strategic Framework includes outcome measurements to track and assess progress. Staff is recommending that City Council provide feedback on the Strategic Framework, particularly suggestions regarding how the goals of the Strategic Plan can be achieved, how the Art Center might heighten its impact on the community, and whether there are community needs or issues that could or should be addressed through arts programming. Attachments: • Attachment A: PAAC Strategic Framework FINAL 2019 STRATEGIC FRAMEWORK 2019 STRATEGIC FRAMEWORK Palo Alto Art Center Foundation Palo Alto Art Center + TABLE OF CONTENTS EXECUTIVE SUMMARY 1 STRATEGIC FRAMEWORK Mission, Values, + Vision 3 Tenets of Organizational Culture 6 Outcome Measurements 7 Key Definitions 10 STRATEGIC PRIORITIES Heighten Community Engagement 12 Increase Financial Sustainability 14 Strengthen Leadership Capacity 16 SUPPORTING FRAMEWORKS Financial Sustainability Framework 18 PAACF Five-year Fundraising Framework 20 PAACF Governance Framework 29 PAAC Staff Succession Framework 38 Public Narrative Framework 40 STRATEGIC TOOLKIT Orientation to the Strategic Toolkit 45 Heighten Community Engagement Tool: Program/Service Assessment Tool + Templates 49 Tool: Exhibition Planning Tool 54 Tool: Growth Progression Tool 56 Tool: Principles of Effective Communication 57 Increase Financial Sustainability Tool: Decision-Making Tool 58 Strengthen Leadership Capacity Tool: Strategic Board Recruitment Tool 59 Tool: Board Recruitment Matrix 61 Tool: Board + Staff Roles 64 APPENDICES Appendix A: Strategic Planning Process 66 Appendix B: Guidelines for Using this Strategic Framework 68 Appendix C: Institutional Profile 74 Appendix D: Program Assessment Results 83 Appendix F: Interviewees + Participants 86 2019 Strategic Framework Approved by PAAC + PAACF June 2019 1 EXECUTIVE SUMMARY New technologies. Changing demographics. Shifting consumer expectations. The haves and have-nots. Competition in the marketplace. Environmental fragility. It is anything but business as usual for arts organizations adapting to a world changing at a dizzying pace. How to be prepared, smart, and strategic. It was in that spirit that the leadership of the Palo Alto Art Center (PAAC) and the Palo Alto Art Center Foundation (PAACF) Board undertook this strategic planning process. At the heart of the effort was the goal to leave no aspect of operations or the changing dynamic of the greater community unexamined and to make decisions that would position the Art Center to be relevant and meaningful to Palo Alto and surrounding area residents and visitors for many years to come. Even with a strong track record of annual attendance at Art Center events, loyal participants and donors, and a robust partnership with the City of Palo Alto, nothing could be taken for granted. The Board and staff were committed to have bold conversations about how to create greater positive impact, engage a more diverse representation of the region’s population, ensure a financially sustainable organization, and address succession planning, both at the Board and staff level. Further, the Board and the staff have, as a top priority, achieving diversity in the organization’s leadership, building on the strides made in recent years. All of these factors and realities require focus, conviction, and clear priorities. This planning process, begun in September of 2018, included an institutional assessment, extensive stakeholder interviews, two retreats, monthly work sessions, and many drafts to yield this 2019 Strategic Framework adopted by the PAACF Board and PAAC leadership in June 2019. This planning strategy is supported by three key priority areas, supporting frameworks aligned with the priorities to guide work, tools to support ongoing aspects of decision-making and operations, and outcome measurements to assess progress made year-to-year. At the heart of this Strategic Framework is the revised mission… The Palo Alto Art Center Your place to: See and make art Activate your creativity Expand your community 2019 Strategic Framework Approved by PAAC + PAACF June 2019 2 And Vision 2030 … PAAC …where art is embedded in the community, a part of everyday life. Together, the mission and vision capture the essence of what PAAC is aiming to achieve—meaningful connections between art and community that enhance life. This direction requires bold action and determination by both Foundation Board and staff to stay the course and execute this vision with a refreshed approach and new strategies. Three priority areas were rigorously analyzed and developed to ensure an effective infrastructure for this new bolder Art Center and Foundation. Heightened Community Engagement builds on two of the Art Center’s strengths—creative and innovative programs, and participation by people of all ages from 3 to 93 years. This priority area focuses on engaging more diverse audiences of all ages and backgrounds reflective of Peninsula and Bay Area demographics. Retooling some of their programs, adding new ones, highlighting outreach through community events, and continuing with the tradition of innovative partnerships are a part of bringing art to the community. Further, in support of financial sustainability, the work in the years ahead will focus on achieving cost effectiveness while striving to create the right mix of programs, resulting in greater engagement of a more diverse community. The staff fundamentally believe in the power of building community through relationships and foresee ongoing community conversations as a core aspect of ongoing work. Increase Financial Sustainability addresses the mix of elements that will support the Art Center into the future. First, increasing the capacity of the Foundation’s fundraising efforts is essential to support growth moving forward. While the City anticipates remaining steady in its support, securing new funds and resources will rest on the shoulders of the Foundation. This is outlined in a Five-year Fundraising Framework with specific targets and incremental growth each year in the total amount of contributed gifts raised. A planned giving legacy program will enhance and help lay the basis for an endowment, which is an essential aspect of financial stability. Continuing to work closely with the City is a given, yet finding new cost-effective solutions remains front of mind for the Board and the staff. The Financial Sustainability Framework supports this important and critical aspect of this Strategic Framework. Strengthen Leadership Capacity embraces succession planning for both Foundation Board and staff. The emphasis of the work for the Board is to embrace national governance standards, increase fundraising efforts, and 2019 Strategic Framework Approved by PAAC + PAACF June 2019 3 continue to expand diverse representation on the Board. Excellence, diversity, and leadership cultivation are core ingredients for the Board. Staff succession planning focuses on building internal leadership capacity within the staff. Undertaking diversity training including diversifying the staff and volunteer corps has been identified as ongoing work in the years ahead. This effort will be undertaken while working closely with the City to assess the staff structure, define new levels of staffing designed to bolster the ability of staff to take on ever-increasing leadership roles, and to be prepared for any changes in executive leadership in the future. At the end of the day, the Board and staff leadership believe experiencing art is for everyone, that no one should be denied access to exploring the power of human creativity, and that every community should benefit from the vibrancy of an art center that enhances the quality of life for all. The Board and staff proudly present this Strategic Framework and invite the community to join them on this journey to make the Art Center dream a reality— PAAC …where art is embedded in the community, a part of everyday life. The Palo Alto Art Center Foundation Board and the Palo Alto Art Center staff gratefully acknowledge the generous support from the William and Flora Hewlett Foundation for making this strategic planning process and the resulting 2019 Strategic Framework a reality. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 1 STRATEGIC FRAMEWORK 2019 Strategic Framework Approved by PAAC + PAACF June 2019 4 STRATEGIC FRAMEWORK MISSION, VALUES, + VISION Palo Alto Art Center Mission Statement The Palo Alto Art Center Your place to: See and make art Activate your creativity Expand your community The Palo Alto Art Center Your place to see and make art, activate your creativity, and expand your community. Palo Alto Art Center Foundation Mission Statement The Palo Alto Art Center Foundation expands the reach and impact of the Palo Alto Art Center through fundraising and advocacy. PAAC Values Art is essential for individual and community vitality. Seeing and making art is transformative. Respect for one another builds greater understanding, stronger relationships, and community. Creativity and innovation inform our public offerings, thinking, and work as an organization. Collaborative partnerships and practices are essential for fostering a more interrelated, vibrant City. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 5 Vision 2030 PAAC …where art is embedded in the community, a part of everyday life. This vision is reflected in these achievements: Heighten Community Engagement • Inclusive and broad audience participation occurs on site and in the community around art; • A vibrant community gathering place attracts people of all ages and backgrounds to discover art that fits their interests, needs, and aspirations; • A brand and marketing strategy promotes increased visibility of and encourages broader engagement with PAAC; • Students from local and neighboring school districts experience the Art Center as an impactful part of their education and creative growth; Increase Financial Sustainability • A strong public-private partnership with the City of Palo Alto and PAAC Foundation Board, ensures the long-term financial future of the Art Center; • Successful fundraising efforts of the PAAC Foundation are necessary, in addition to City funds, to sustain the Art Center, and to provide for increased costs and strategic growth; • The Foundation’s multi-pronged efforts have expanded to include a robust annual campaign to build donor engagement, an innovation fund to support creative initiatives at PAAC, an endowment that generates annual interest in support of operations, and an ample reserve fund; • A strategic framework emphasizes assessment, evaluation, and alignment for the greatest impact in the community; Strengthen Leadership Capacity • Diverse representation on the PAAC Foundation Board and in the PAAC staff contributes to inspired leadership for a 21st century Art Center and the people it serves; • An innovative leadership model includes ongoing training and professional development in support of succession planning at the Board, Director, and staff levels; • The Board upholds the highest standards for nonprofit governance practices, and works in tandem with the Director in fulfillment of its fundraising and advocacy goals; and, • A learning culture allows for innovative ideas and risk-taking, advancing our institutional impact. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 6 TENETS OF ORGANIZATIONAL CULTURE PALO ALTO ART CENTER TENETS OF ORGANIZATIONAL CULTURE Every Art Center staff and volunteer knows and understands his/her roles in upholding the mission, values, and vision. We operate with the highest level of professionalism on behalf of PAAC, PAACF and the City of Palo Alto, with whom we share a long-term commitment to serve residents of and visitors to our diverse City. Commitment Evidence in practice Inclusive • Cultivate relationships and build practices that support increased diversity in audiences, staff, and volunteers • Identify and reflect upon individual and institutional biases to foster organizational change • Share the unique stories that capture the spark, passion, and commitment to art, PAAC, and the community • Communicate with transparency, sharing information in a timely and accessible way • Create opportunities for staff to exchange ideas and participate in the future of the Art Center Respectful • Ensure a welcoming, positive, and respectful environment for all staff, Board, volunteers, and visitors regardless of position or duties or background • Act with humility, assume positive intent, and listen to understand and learn from one another • Treat members of the Art Center community and the public with dignity, respect, and courtesy Collaborative • Collaborate and communicate among staff, with the City and with other organizations • Support a culture of planning and accountability • Work effectively and in tandem with the Board to achieve our fundraising and advocacy goals • Build strong relationships with funders, donors, and audiences to achieve collective goals Strategic • Think and act strategically, aligning effective processes with mission, vision, values, and priorities for greatest impact • Operate with agility, a can-do attitude, and responsibility to adjust for best outcomes • Commit to excellence and innovation through best practices and a creative approach to problem-solving • Support a data-inspired way of working that informs our decisions and pathways to improvement • Promote a culture of philanthropy among staff, volunteers, and Board that advances PAAC’s sustainability 2019 Strategic Framework Approved by PAAC + PAACF June 2019 7 OUTCOME MEASUREMENTS Outcome measurements are indicators of progress made on the Strategic Framework overall, which are assessed once a year. Some of the outcome measurements may require creating a baseline for comparison beginning in the second year of use. As these outcome measurements are reviewed, they may require adjustment. In some cases, new outcome measurements will be developed to keep pace with PAAC and PAACF progress. Heighten Community Engagement Outcome measurement 1: Art Center brand recognition and overall visibility increases each year. (Measured by media capture rates, number of articles, visitor feedback, etc.) Outcome measurement 2: Community engagement increases each year. (Measured by program and general attendance records, tracking information, etc.) Outcome measurement 3: Program participation reflects the demographics of Palo Alto. (Measured by program records of attendees as compared to prior years, surveys, etc.) Outcome measurement 4: Program participation for school programs reflects the demographics of Palo Alto and East Palo Alto. (Measured by school program participation records, etc.) Outcome measurement 5: Art Center program participants deepened their engagement. (Measured by data-tracking records, use of the growth model, membership and philanthropic support, etc.) Increase Financial Sustainability Outcome measurement 6: Revenue generated annually by Foundation is doubled to achieve $1.4M by 2025, based on an average annual increase of 15%. (Measured by donor retention records, new donors, and Foundation reports.) 2019 Strategic Framework Approved by PAAC + PAACF June 2019 8 Outcome measurement 7: Improve operations and fundraising efficiency. (Measured by dollars spent against dollars raised.) Outcome measurement 8: Increase cost benefits of programs annually. (Measured by cost analysis, results of program assessment tool, and tracking of contributed and earned income generated.) Outcome measurement 9: Increase size of reserve in tandem with growing Foundation budget and Foundation policy. (Measured by financial reports.) Outcome measurement 10: At a minimum, sustain current level of City support annually. (Measured by annual agreement, financial contribution, and monetization of in-kind support.) Outcome measurement 11: Prepare and launch special fundraising campaign in 2021 tied to 50th anniversary for PAAC. (Measured by campaign plan, strategies, and materials, plus tracking of gifts.) Strengthen Leadership Capacity Outcome measurement 12: All Board members fulfill 100% of Board expectations. (Measured by tracking of Board engagement, annual giving, and attendance and participation records.) Outcome measurement 13: Recruit Board members to increase Board diversity and participation. (Measured by Board numbers with Board roster, Board member profiles, and data on diversity of the Board.) Outcome measurement 14: Adhere to clear Board responsibilities as distinct from staff roles. (Measured by Board evaluation results, ongoing records of Board meetings and Committee work, and staff reviews.) 2019 Strategic Framework Approved by PAAC + PAACF June 2019 9 Outcome measurement 15: Conduct Board evaluation every year using results to strengthen Board operations and effectiveness. (Measured by completion of individual and full Board evaluation results each year.) Outcome measurement 16: Increase succession planning at Board level. (Measured by Board participation on projects and committees, participation in training, response to Board evaluation indicating interest in leadership positions.) Outcome measurement 17: Increase succession planning at staff level. (Measured by adoption of emergency Director succession plan, creation of standard operating procedures for most programs, expansion of program staff competencies as outlined in the Key Competencies for Arts Education Leaders.) Outcome measurement 18: Diversify staff and volunteer corps by 5% per year. (Measured by profile of staff and volunteers on all aspects of diversity as compared year-to-year.) Outcome measurement 19: PAACF Board and PAAC staff and volunteers are engaged and positive about their ability to contribute to the health and vitality of PAAC and the greater community. (Measured by annual Board evaluation and staff performance reviews.) 2019 Strategic Framework Approved by PAAC + PAACF June 2019 10 KEY DEFINITIONS Key Definitions prevalent throughout the 2019 Strategic Framework include: Accessibility: Giving equitable access to everyone along the continuum of human ability and experience. Accessibility encompasses the broader meanings of compliance and refers to how organizations make space for the characteristics that each person brings.* Art: A creation using a range of materials, formats, and presentation methods for the purposes of communicating an idea, an interpretation, or self-expression. Can be three-dimensional, two-dimensional, experiential, performance, or ephemeral. Artists: Individuals of any age who are learning and discovering art or an art form, and those individuals who self-identify as an artist, or are recognized as a living, contributing artist, or have left a legacy of artistic work. Community: Any group self-defined or recognized by its geography, ethnicity, age, or other self-described distinct characteristics. Creativity: The ability to explore ideas, patterns, relationships, in order to create fresh ideas, forms, methods, or interpretations. Diversity: All the ways that people are different at the individual and group levels. Even when people appear the same, they are different. Organizational diversity requires examining and questioning the makeup of a group to ensure that multiple perspectives are represented.* Equity: The fair and just treatment of all members of a community. Equity requires commitment to strategic priorities, resources, respect, and civility, as well as ongoing action and assessment of progress toward achieving specified goals.* 2019 Strategic Framework Approved by PAAC + PAACF June 2019 11 Inclusion: The intentional, ongoing effort to ensure that diverse groups of individuals fully participate in all aspects of organizational work, including decision-making processes. It also refers to the ways that diverse groups of participants are valued as respected members of an organization and/or community. Whereas a truly “inclusive” group is necessarily diverse, a “diverse” group may or may not be “inclusive.”* Public Engagement: All the ways any member of the public and community can participate with PAAC through experiencing an exhibition, a program, an event, an interactive workshop or through social media or website. The motivation for engagement can be to learn, to be with others, to explore something new, or to build community around art. * Definition from FACING CHANGE: Insights from AAM’s Diversity, Equity, Accessibility, and Inclusion Working Group, 2018 12 STRATEGIC PRIORITIES 2019 Strategic Framework Approved by PAAC + PAACF June 2019 12 STRATEGIC PRIORITIES STRATEGIC PRIORITY: HEIGHTEN COMMUNITY ENGAGEMENT Background The PAAC’s hallmark is, without a doubt, the diverse and innovative programs, events and exhibitions it offers for local residents and visitors to Palo Alto year-round. Whether children with their parents, a school group, an adult taking a studio class, or a dynamic special event for the community, there is something at the Art Center for anyone curious about art and their own creativity. Currently annual attendance at the Art Center totals around 140,000 each year, representing people of all ages, backgrounds, and ethnicities. Due to the Art Center’s fundamental commitment to be accessible to the broadest public, it offers many programs at no charge as well as programs that go into schools in the community. Notable programs such as Cultural Kaleidoscope and Project Look have experienced success serving diverse groups of students in East Palo Alto, for example, where, without these programs, a field trip to PAAC might not otherwise be possible. A teen leadership program and an internship program for college students are two examples of ways the PAAC engages young adults by introducing them to art while also cultivating their leadership skills. Some mainstays of the PAAC program offerings are the many hands-on classes and workshops that are often filled to capacity with, for example, adults throwing pots or children making fanciful sculptures. The very popular Family Days and the Great Glass Pumpkin Patch draw attendees from around the Bay Area and beyond to participate, sometimes introducing them to the Art Center for the first time. Capping the program offerings are the exhibitions centered around engaging topics and contemporary issues that feature the work of local, regional and international artists. Whenever possible, exhibitions and programs are linked for a rich art experience. Even with the steady participation that PAAC receives, the staff always strives to be better, more impactful, and able to reach and serve a wider range of audiences. Not only does PAAC aspire to have its audiences reflect Bay Area demographics, but many funders expect arts organizations to serve a broad and diverse public. Further, staying competitive in today’s world requires a strong brand and creative strategy menu of social media, websites, collateral, and community conversations in which connecting to audiences builds engagement with PAAC. Thus, the goal to heighten visibility and broaden engagement remains top of mind for PAAC. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 13 Assessment Findings Through the institutional assessment component of this process, both strengths and opportunities for growth were cited. Strengths of PAAC and community engagement mentioned included: • The dynamic mix of programs overall • Specific programs such as the Ceramics Studio Program and Cultural Kaleidoscope were mentioned most often • The “buzz” about the Art Center due to the fact that something is always happening • The welcoming atmosphere created by the staff makes it easy for visitors and the public to engage • The studio spaces and the courtyard where some classes take place are impressive • Positive reputation for PAAC within the many aspects of the community and with the City • Some programs are very lucrative, generating earned income • The surrounding grounds provide areas for programs, sculpture, and places to sit and even picnic Opportunities for growth and improvement in community engagement mentioned included: • Leverage the mix of programs to help the Art Center expand its reach geographically and increase the diverse profile of participants overall • Retain the qualities that distinguish the Art Center while keeping offerings fresh and new • Review cost effectiveness of programs and reassess fee structures, access issues, and community needs • Explore offering scholarships to reach those who cannot afford those programs that charge a fee • Link strategic opportunities with audience goals • Apply the growth model to program planning to support increased participation over time Strategies for the Next Five Years • Develop a Marketing Plan that supports increasing diversity of audiences and communities • Engage new audiences through community conversations • Provide Public Narrative trainings for Board and staff to strengthen public engagement • Add scholarships and adjust fee structure to open the doors to participants who cannot afford fees • Scale programs where logical to advance vision • Grow staff capacity in alignment with program demands • Tackle cost effectiveness of all programs • Redesign the lobby as a creative space and upgrade the grounds for higher use (in coordination with the City) 2019 Strategic Framework Approved by PAAC + PAACF June 2019 14 STRATEGIC PRIORITY: INCREASE FINANCIAL SUSTAINABILITY Background The future financial sustainability of the Palo Alto Art Center is central to this Strategic Framework. With a public/private partnership between the City of Palo Alto and the nonprofit fundraising entity, the Palo Alto Art Center Foundation, the complexities of planning and achieving a robust financial future will be a multi-pronged effort. Currently, the City provides $1.3 million annually to the Art Center in operational support including staff salaries and benefits (including for the Director), the care and maintenance of the City facility and grounds, and technology support. The Art Center provides substantial revenue to the City of Palo Alto general fund through its class programs, facility rentals, etc. The Palo Alto Art Center Foundation raises approximately $700,000 annually, which, in addition to City funds, supports the PAAC. The PAACF pays for several staff members, portions of programmatic expenses, and fundraising operations. Assessment Findings As a result of an institutional assessment conducted at the outset of this planning process, there were several areas of strengths identified and areas requiring further work: Strengths regarding fundraising and financial sustainability • The positive relationship with and ongoing support from the City of Palo Alto; • Donors who are consistently positive about PAAC and feel appreciated; • The current Director’s leadership in fundraising and strong relationships with donors and community members; • Engagement of the Foundation’s Emeritus Council continues to be a positive aspect of keeping past Board and donors involved; and, • The commitment of the PAAC Foundation Board to continue to refine and increase levels of fundraising. Opportunities for growth and improvement in fundraising • The fundraising operations and data management systems are prime to be enhanced and are key to the future success of expanding fundraising efforts and results; • Anticipated growth in the years to come will fall to the Foundation, as the City’s annual contribution and support is expected to stay consistent but not to increase, as stated by City officials interviewed; 2019 Strategic Framework Approved by PAAC + PAACF June 2019 15 • A culture of philanthropy throughout PAAC is ready to be further developed; • Expanding the relationships with donors beyond the Director’s laudatory efforts so that the connection moves to being about the institution and with many of the leaders of PAAC and PAACF; • The dedicated donor base is solid yet requires significant expansion and diversification; and, • Growing planned giving efforts remains an important opportunity. Opportunities to advance a solid financial model • Continuing conversations with the City to ensure the best relationship possible; • Ensuring a diverse mix of revenue streams including contributed and earned income sources through the Foundation plus the annual support from the City; • Managing annual expenses within parameters of annual budget for highest return on investment (ROI); • Increasing the cost-effectiveness of programs and fundraising to maximize resources for the highest results; • Maintaining a reserve fund of no less than 6 months-worth of the Foundation budget (increasing as it grows) for unexpected needs and/or lean times; • Establishing an endowment, at some point in the future, to provide an additional source of income (% of the interest generated each year) as an additional funding source to support PAAC; and, • Defining the goals and outcome measurements of a highly impactful PAAC and PAACF on behalf of its public. Strategies for the Next Five Years Achieve the fundraising and financial sustainability strategies for the next five years, identified as: • Raise $1.4M annually within next 5 years to support PAACF’s mission and community impact from a highly valued, loyal, engaged donor base, composed primarily of individuals, foundations and government agencies. • Launch a special fundraising campaign in sync with the 50th anniversary in 2021; • Expand planned giving opportunities to secure legacy gifts for the PAAC; • Leverage more engagement of the Emeritus Council in support of PAAC in fundraising and advocacy efforts; • Increase community engagement, diversity of participants, and offerings in line within the capacity of PAAC; • Continue to hone cost-effectiveness of programs for highest positive impact with resources; and, • Remain open to new ways of sharing administrative expenses between the Foundation and a similar nonprofit entity as a cost-saving measure. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 16 STRATEGIC PRIORITY: STRENGTHEN LEADERSHIP CAPACITY Background The leadership structure of PAAC and PAACF, a public/private partnership, consists of the City paid staff (including the Director and the majority of the staff) plus the volunteer leadership on the PAACF Board supported by Foundation staff. The PAAC Director reports to the City and coordinates fundraising efforts with the PAACF Board. As a nonprofit fundraising entity, the Foundation adheres to state and federal requirements and accepted governance practices for a nonprofit arts board. It goes without saying that the smooth and integrated vitality of the leadership of this partnership is key to the future of the Palo Alto Art Center and the Palo Alto Art Center Foundation. Assessment Findings The institutional assessment at the outset of this planning process highlighted several areas of strengths and opportunities for further work: Strengths of PAACF leadership • Diversity in Board membership in age, background, and ethnicity • Board members who are dedicated and eager to support PAAC • Strong Board partnership with Director • “Roll-up sleeves” attitude of the Board • Strong and dedicated Emeritus Council (prior Board members reflecting long-term commitment to PAAC) Opportunities for growth and improvement within PAACF • Clarification of roles and responsibilities within the Board, including the various Board committees • Decision-making and communication requires better transparency in addition to a defined flow of work • Recent turnover of some Foundation staff members has been a concern • Roles and responsibilities between the Director and the Foundation need to be further clarified • Currently, the Board has no voice in the annual review of the Director despite such interdependent work • Succession planning a priority for growing Board leadership along with strengthening recruiting practices • Fundraising capacity is prime to expand 2019 Strategic Framework Approved by PAAC + PAACF June 2019 17 Strengths regarding PAAC leadership capacity • The current Director’s strong leadership skills working with staff, external and donor relations, and fundraising successes • A healthy, cooperative work culture and environment • Staff who are dedicated and passionate about their work • Relationship-building attitude of the staff with one another, the public, and PAAC patrons • Highly productive staff delivering diverse programs year-round Opportunities for growth and improvement in strengthening leadership capacity • At the moment, there is no clear successor for the Director within the organization • With a high proportion of part-time staff and a few full-time staff, it is difficult to nurture leadership growth within the staff • Succession planning is needed to ensure retaining and attracting talented staff for the future • Diversification of staff supported by proper training is key to the future • Documenting program processes for posterity will aid smooth operations and transfer to future new staff Strategies for the Next Five Years For the PAACF Board • Build and shape Board operations to support nationally accepted governance practices • Develop leadership strategies that tap talent for future officers and smooth transitions • Strengthen succession planning efforts working with the City of Palo Alto for Board participation in Director evaluation and future appointments For PAAC Staff • Diversify staff and volunteer corps and supported them with ongoing training • Cultivate succession planning strategies to grow leadership from within the staff • Engage staff in the Culture of Philanthropy for the long-term vitality of PAAC 2019 Strategic Framework Approved by PAAC + PAACF June 2019 18 SUPPORTING FRAMEWORKS 2019 Strategic Framework Approved by PAAC + PAACF June 2019 18 SUPPORTING FRAMEWORKS FINANCIAL SUSTAINABILITY FRAMEWORK The Financial Sustainability Framework that creates the underpinnings of this Strategic Framework is based on several basic tenets. Public/private partnership on behalf of PAAC • The public/private partnership between the City of Palo Alto and the Palo Alto Art Center Foundation reflects a cooperative relationship that ensures that the necessary funds are provided for the proper operation of the PAAC. This is documented in an agreement approved by the City Council; • The City of Palo Alto provides annual operating funds of approximately $1.3 million plus in-kind services for the care for the building, grounds, and technology owned by the City; and, • The Foundation will be responsible for raising funds to support growth for the PAAC given that the City of Palo Alto is not expected to increase financial support in the years to come, as stated by City officials. The goal, as reflected in this Strategic Framework, is that the Foundation will increase its annual contributions from its current $700,000 annual goal to twice that ($1.4 million) in a five-year period. Budget development • The coordination and development of the annual operating budget of PAAC occurs with the City of Palo Alto within the parameters of City budget development; • The development and growth of diverse streams of income are necessary to ensure a healthy balance of revenue sources for ongoing stability (contributed sources generated in the PAACF budget and earned income generated within the City budget); and, • The PAACF budget and fundraising goals are shaped in alignment with the Five-year Fundraising Framework outlined in this Strategic Framework and goals as stated above. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 19 Ongoing financial management • The ongoing financial oversight and prudent management of annual expenses are required within the parameters of the adopted City annual operating budget for PAAC, and the PAACF budget; • The Director of PAAC coordinates with the PAACF Board on fundraising efforts in order to raise the contributed income and reach financial goals needed to complement City annual support; and, • The prudent management of program expenses will achieve cost efficiencies through annual evaluations, and program assessments. Funds to support the long-term financial viability of PAAC • Proposed growth of the PAAC annual operating budget and other significant increases will be carefully vetted with an eye toward the capacity of the City and PAACF to sustain over time; • The PAACF will maintain at least 6-months value of the annual PAACF budget as a reserve fund to be used only as stated in the adopted reserve policy; and, • The establishment of an endowment that will generate interest annually to support the ongoing operation of the PAAC, as part of the PAACF fundraising responsibilities. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 20 PAACF FIVE-YEAR FUNDRAISING FRAMEWORK Introduction The Palo Alto Art Center Foundation’s (PAACF) Five-year Fundraising Framework includes three strategic priorities and a set of overarching objectives with key results. In addition to this Fundraising Framework, an initial implementation roadmap has been created that identifies key actions and tactics necessary to achieve the Fundraising Framework’s objectives. Informing PAACF’s fundraising goals is an understanding that the City of Palo Alto’s annual contribution and support is expected to stay consistent but not to increase, as stated by City officials interviewed. This means any growth in the Art Center’s programs and impact will require the Foundation to raise more money in the years to come. A fundraising work group, composed of the Palo Alto Art Center (PAAC) Director, the PAACF Development Director, selected board members, and a member of the Emeritus Council, worked with development consultant Nancy Ragey to develop this Fundraising Framework as part of the 2019 Strategic Framework for PAAC and PAACF. Input to the Fundraising Framework was also provided by Board members and other key stakeholders. The planning process began with a discovery process designed to identify the strengths and growth opportunities for PAACF’s fundraising activities. The process included an analysis of fundraising practices and results over the past five years, along with comparison of PAACF fundraising activities to those of similar nonprofit organizations. The working group also considered outputs from other strategic planning activities. Among the key findings during the discovery process: • PAACF has a loyal base of long-time donors who enjoy a strong relationship with the organization. • There is a strong solicitation and stewardship program in place for major donors and the retention of this set of donors has been very strong for many years. • The Foundation board is committed to fundraising and has opportunity to leverage the enthusiasm of its Emeritus Council and PAAC staff in the fundraising process. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 21 • The Foundation can strengthen its practice around systems and processes including donor segmentation, strategic donor/prospect cultivation and stewardship of all donors. • PAACF’s use of data collection and analysis to inspire action has significant room for growth. The Foundation has had some visibility into fundraising performance indicators such as donor retention rates, donor/member acquisition, and gift upgrade/downgrades but has not developed strong systems to analyze this data and use it to create and improve fundraising programs and activities. Additionally, the Foundation has identified a critical need to increase its understanding of all its constituents, donors, prospects to improve its fundraising program and outcomes. • There is strong evidence the Foundation can raise more money annually by focusing on donor retention. Due to the recent database conversion, it was difficult to ascertain retention rates year over year. However, available data suggest a 70% annual churn rate of donors and a retention rate of less than 50% for all donors combined (note: retention rates for major donors is believed to be near 80%). Currently the average donor lifespan with the Foundation is 1.3 years. • An analysis of the Foundation’s fundraising efficiency, defined as the average dollar amount of contributions raised from each dollar spent on fundraising, revealed that PAACF efficiency is below that of similar organizations. Increasing the efficiency of fundraising efforts is needed to align with other like cultural organizations and provide additional resources for the PAAC’s programmatic work. • There is a need to build the mid-range donor/member pool ($250 - $1250 annual membership fee) to achieve a stronger base of donors who can be cultivated to increase support over time. Based on the current situation of the Palo Alto Art Center and Foundation, what follows are the goals, objectives and key performance indicators to guide the Foundation’s work over the next five years. Five-Year Goal By FY25, raise $1.4 million annually to support PAACF’s mission and community impact from a highly valued, loyal, engaged donor base, composed primarily of individuals, foundations, and government agencies. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 22 Strategic Fundraising Framework + Priorities Three strategic priorities constitute PAACF’s Strategic Fundraising Framework. They are not in any order because they are interconnected and interdependent – success in one area will directly impact the success in all others. Donor Engagement and Retention Systems-Based Fundraising Culture of Philanthropy 2019 Strategic Framework Approved by PAAC + PAACF June 2019 23 Overall Key Results 1. 14.9% average annual growth in total contributions; 2. By FY25, 60% retention rate of all donors/members year over year; 3. By FY25, at least 1,000 members/donors annually; and, 4. Increase in fundraising efficiency year over year (baseline = 33% of total dollars raised). Objectives + Key Results The following objectives and key results have been identified for each of the Fundraising Framework’s priorities. System-based Fundraising PAACF fundraising work is data-inspired and intentional, with repeatable processes (automated when possible) and strong data management. Key Results by FY25 1. 100% of board members and key volunteers report clarity on annual Fundraising Plan, strategies, and activities. 2. Robust donor engagement cycle with specific actions and tactics to effectively support each phase, including roles and responsibilities. 3. Regular key metric analysis and reporting (e.g., retention, recapture, acquisition, touch points, gift upgrades, donor lifespan, average gifts, etc.). Engagement + Retention PAACF effectively identifies, cultivates, solicits, acknowledges, engages and stewards its members and donors, creating enthusiasm and loyalty that results in continued generous support year over year. Key Results by FY25 1. Retention a. 90% retention of major donors b. 60% retention of all other donors/members c. 40% renewal rate for first-time paid members/donors 2019 Strategic Framework Approved by PAAC + PAACF June 2019 24 2. 75 new members/donors annually (note: Nancy will do some math to set the target) 3. 15% of memberships upgraded annually 4. Increase the average participation lifespan of all donors from 1.3 years to 3 years by the final year of this Fundraising Framework 5. 16 known planned gifts by year five of this Strategic Framework Culture of Philanthropy Staff, Board, Emeritus Council, and Key Volunteers at PAAC and PAACF embrace a culture that is customer-centered and donor-centered. They will serve as ambassadors for the organization’s services, philanthropy and fund development. Key Results by FY25 Board, Staff, Emeritus Council and Key Volunteers 1. 100% understand and promote the culture of philanthropy and serve as philanthropic ambassadors within the organization and outside in the community. 2. 100% of board and staff members cultivate relationships on behalf of and in support of the organization.1 Board Members 3. 100% give an annual contribution to the best of personal ability. When there are special campaigns, each gives an additional gift. 4. 100% help identify and cultivate prospective donors and fundraising volunteers and participate in some fundraising tasks every year. 1 This doesn’t mean help fundraise. It means being sensitive to and aware of others, providing them with quality service, and paying attention to their interests. Most importantly, program staff needs to share stories, particularly with development. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 25 Implementation Roadmap This tool is designed to help the Palo Alto Art Center Foundation create a roadmap of tactics and key actions to be implemented over the next five years to achieve the goals, objectives, and key performance indicators. To ensure implementation of this Fundraising Framework and to make any necessary midcourse corrections required, PAACF staff and Board will need to regularly revisit the internal and external environment along with the Fundraising Framework strategies, objectives, key performance indicators and tactic, and to hone and add to the recommendations made here. STRATEGIC FUNDRAISING PRIORITIES KEY ACTIONS Owner Year 1 Year 2 Year 3 Year 4 Year 5 Heavy Investment (time, money, other) Medium Investment Light Investment Sy s t e m s -Bas e d Fu n d r a i s i n g Systems-based F undraising: PAACF fundraising work is data-inspired and intentional, with repeatable processes (automated when possible), and strong data management. 1. Map donor engagement journey, from visitor to sustained donor a. Understand critical touch points and engagement activities b. Understand typical time horizon to convert a visitor to member to donor to sustained donor 2. Data capture of interactions, attributes, interests, value alignment, and capacity for each donor 3. Ensure consistent data entry and analysis for comparison of results year over year 4. Create written annual Fundraising Plan and calendar, reviewed, and approved annually by the board 5. Conduct periodic wealth screening to identify prospects for major gifts 6. Establish a “moves management” system for major donors and prospects 2019 Strategic Framework Approved by PAAC + PAACF June 2019 26 En g a g e m e n t a n d R e t e n t i o n Engagement and Retention: PAACF effectively identifies, cultivates, solicits, acknowledges, engages and stewards its members and donors, creating enthusiasm and loyalty that results in continued generous support year over year. 1. Continue strategic donor cultivation and stewardship events, leveraging each one to build stronger relationships, and boost donor retention a. Engage Board and Emeritus Council members as event ambassadors, with specific responsibilities b. Plan follow-up activities and assign responsibility prior to each event c. Use move management system to engage potential major donors in appropriate events 2. Develop retention tactics for different segments of donors a. Identify and communicate specific donor opportunities for gifts of $5,000 - $100,000 b. Identify and implement tactics to increase donors from the $500 to the $1250 level c. Examine member/donor levels and adjust as necessary d. Build, target, and analyze the effectiveness of transactional and transformational benefits for each donor segment/level e. Institute robust monthly giving program f. Create legacy circle and stewardship events for planned gift donors 3. Implement communication strategies designed for retention that engage and gather information about members/donors and report back on use of donor funds. 4. Leverage 50th anniversary for donor retention and acquisition 2019 Strategic Framework Approved by PAAC + PAACF June 2019 27 Engagement and Retention, cont. 5. Implement communication strategies designed for retention that engage and gather information about members/donors and report back on use of donor funds. a. Ensure all communications are donor-centric/facing b. Conduct a communications audit of all donor communication c. Conduct periodic donor surveys to solicit input, gather information about donors with report-back loop regarding findings d. Create annual donor Communication Plan and calendar e. When planning pitches and other donor communications, look beyond how much donors give and personalize the contact with them as much as possible by considering each person’s giving history, aspirations, and preferences 6. Focus on the following specific groups of individuals for acquisition a. PAAC visitors and class participants b. New Palo Alto residents c. Employees at high tech firms d. Donor Advised Fund holders and managing organizations (e.g., Silicon Valley Community Foundation) 7. Design a robust new member/donor process, automated as much as possible 8. Develop and refine the public narrative, building the case for urgency and impact 2019 Strategic Framework Approved by PAAC + PAACF June 2019 28 STRATEGIC FUNDRAISING PRIORITIES AND KEY ACTIONS Owner Year 1 Year 2 Year 3 Year 4 Year 5 Cu l t u r e o f P h i l a n t h r o p y Culture of Philanthropy: Staff, Board, Emeritus Council, and Key Volunteers at PAAC and PAACF embrace a culture that is customer-centered and donor-centered. They serve as ambassadors for the organization’s services, philanthropy and fund development. 1. Integrate fundraising into every staff and Board meeting. 2. Ask program staff members for advice on development materials such as appeal letters, social media strategies, etc. 3. Spend one-on-one time with Board members, donors, and others involved in the organization’s work. Get to know them individually. Find out their stories — why did they get involved? 4. Share “mission moments.” At every staff and board meeting, share a recent story about a client, donor, or community member who was affected or inspired by your work. Encourage staff members to share their stories. 5. Shadow members of the program staff in their work and invite them on your donor visits. 6. Create regular opportunities for program staff to share with development staff their experiences with clients or constituents in the field. 7. Celebrate success. When you reach 100 percent board participation, or a board or staff member brings in new donors, recognize and celebrate it. 8. Keep donors, staff members, trustees, and other supporters updated on the Art Center’s work, progress, challenges, and accomplishments, including its development efforts. 9. Share stories of donors, those whose lives have been changed by the donors’ gifts, and staff or volunteers who do the work. 10. Ensure Board members can cite examples and tell stories of the financial and human impact of philanthropy on donors and recipients. 11. Develop Board members’ Public Narrative; allow time at Board meetings to practice and hone the Public Narrative: story of self, story of us, and the story of now (specific ask). 12. Ensure Board members can articulate the case for support and are comfortable asking for contributions (of any kind). 13. Discuss fundraising responsibilities with prospective Board members before they’re elected to the Board; personal philanthropic giving is included in the Board members’ expectations and agreement. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 29 PAACF GOVERNANCE FRAMEWORK Introduction This Governance Framework outlines core aspects of PAACF Board culture and operations to clarify best practices. All members of the Board will be accountable to uphold these agreed-upon rules of engagement for the Board as a whole, as well as their individual responsibilities in support of the work of PAACF. With these rules of engagement set, the discussions of the Board can focus on top priorities tied to fundraising and advocacy, the two primary responsibilities of PAACF. Thus, this Governance Framework includes: • Commitment to Board Excellence • Leadership Succession • Tenets of Board Operations 2019 Strategic Framework Approved by PAAC + PAACF June 2019 30 Commitment to Board Excellence The PAAC Foundation Board is committed to Board operations and infrastructure that reflect nationally accepted nonprofit board governance standards; and frame the work of the Board in support of this Strategic Framework, mission, vision, values, and priorities for PAAC and PAACF Board. To uphold this Commitment to Board Excellence, the PAACF Board will: • Fulfill leadership roles as the fundraising entity and primary ambassador in the community on behalf of PAAC; • Work closely with the Director and Foundation staff to achieve fundraising goals and advocacy work for PAAC; • Incorporate the Strategic Framework into the ongoing work of the Board including: • Annual priorities and Foundation Board management; • Regular Board meetings; • Board committee work and priorities; • Board leadership cultivation, diversity, and succession planning; • Annual Foundation Board retreat that assesses the success of achieving Board goals using Outcome Measurements; and, • Annual Board assessment of extent to which the full Board is upholding its responsibilities, meeting Board goals, and whether individual members are fulfilling expectations of Board performance. Cultivate an inclusive Board culture that supports and welcomes diversity in membership, perspectives, and talent in every aspect of Board operations, as reflected in the: • Board as the governing body for the Foundation • Board President and Officers (Executive Committee) • Board Committees (Standing and Ad Hoc) • Timely Board communications • Individual Board participation • Board operations such as recruiting, and succession planning 2019 Strategic Framework Approved by PAAC + PAACF June 2019 31 Uphold rules of engagement, processes, roles, and responsibilities for Board activities and projects: • Incorporate clear processes into ongoing Board operations, such as flow of work from Board to Committees and back to Board for a vote; and, • Develop guidelines for specific Board projects with clarity about who is accountable, financial parameters, approval points, timeline, ongoing communication, talking points (if appropriate), etc. Commit to a culture of learning about best governance practices and national standards: • Take advantage of the national professional nonprofit organizations, such as, BoardSource, the Center for Excellence in Nonprofits (CEN), and the American Alliance of Museums (AAM); • Continue with relationships with local entities already familiar to PAAC and PAACF such as CompassPoint, and local foundations such as the William + Flora Hewlett Foundation and the David and Lucile Packard Foundation, both located on the peninsula; and, • Dedicate time to continue to learn about and practice the tenets of an inclusive culture that supports diversity and broad participation. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 32 Leadership Succession Leadership succession for the PAACF Board requires a multi-pronged strategy that includes: • Recruiting and nominating procedures for new Board members; • Orienting and welcoming new members; • Nurturing an inclusive culture that welcomes and supports diversity within the membership of the Board and reflects the demographics of the region; • Cultivating leadership within the Board for officer positions, chairs of committees, etc.; and, • Participating in the City’s search for a PAAC Director, in coordination with the City, when appropriate. Recruitment and Nominating Processes (Refer to more detailed steps in the Strategic Board Recruitment Tool in the Strategic Toolkit.) Expand recruitment processes overseen by the Governance Committee: • Keep the recruitment process active all year for identifying and cultivating potential candidates • Manage and update a matrix of talents that tracks current Board members, timing of terms, and anticipated gaps in talents and in diversity of representation, in order to guide recruiting efforts (See Tool: Board Recruitment Matrix) • Continue to use Board Match and Hispanic Board Match as recruiting strategies • Identify and incorporate other mechanisms to broaden recruitment efforts o Consider appointing a prospect to an existing Board committee as a way to work together and to get to know one another prior to engaging in the recruitment process • Clarify strategies for reaching out to prospects • Maintain an ongoing list of prospects • Clarify the process and timing of when a prospective Board candidate should: o Review the expectations of being a Board member, the current Strategic Framework, and other key documents o Meet with Governance Chair or designee, tour the Art Center, attend Art Center/Foundation events o Meet with Art Center Director and Development Director o Complete a brief application form o Attend a Board meeting 2019 Strategic Framework Approved by PAAC + PAACF June 2019 33 • Introduce slate to Board for approval, and once approved: o Orient Board member to Board operations and ways to maximize their time on the Board o Discuss a good match for an assignment to a committee based on interests and skills with the current Chair of the particular committee Orientation and Onboarding of New Members Welcoming and assisting all new members as they join the Board ensures a positive experience for the individual and sets the scene for success. A thorough orientation process should explain the fundamentals of the Board and how it works, a review of roles and responsibilities, expectations, and leadership opportunities so each member can make meaningful contributions to the work of the Board. Orientation and onboarding is an ideal time to review the Board Handbook of Best Practices. (See end of this section for proposed items for the Handbook.) Assign a mentor to each new Board member with clear expectations of a mentor, the timing, and regularity of communication. To keep all Board members current on Board operations, review Board practices once a year. This is a healthy practice for all Board members and reinforces the infrastructure and Board operations for new and seasoned Board members. An Inclusive Board Culture Upholding an inclusive culture is an ongoing effort by all members of the Board that is based on respect, dialogue, listening, and inquiry. It is recommended that the PAACF Board discuss in detail what an inclusive culture involves, how it will be measured, and how to be sure that elements of an inclusive Board culture can be supported. This is an opportunity to learn about best practices. Cultivation Leadership Roles once on the Board Cultivating leadership on the Board is first ensuring that each Board member is engaging in and contributing to the vitality and priorities of the Foundation Board. It also includes cultivating Board talent for upcoming officer positions, special assignments, or becoming chair of a committee. Initial suggestions for cultivating leadership discussed with the Governance working group included: • Use questions in Board self-assessment forms to learn of leadership interest, availability, and capacity 2019 Strategic Framework Approved by PAAC + PAACF June 2019 34 • Strategize use and allocation of time in Board meetings to heighten engagement • Clarify roles and responsibilities of officers, including accountability • Delegate more responsibility to others and share workload Participating in Director Performance Reviews and Search During this strategic planning process, Board and City leadership agreed that it was time to define ways the PAACF Board can participate in annual performance reviews of the PAAC Director, and a search for a Director, when needed. As of the writing of this Strategic Framework, the specifics had not yet been outlined, but will be defined before the end of 2019. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 35 Tenets of Board Operations Clearly defined roles and responsibilities, ways of working, and decision parameters are just some of the critical elements needed for the smooth operations and effectiveness of the PAACF Board. These guidelines will serve as an ongoing management tool for the Board. Board structure, roles of different aspects of Board, purpose, and timing of particular activity/meeting The Foundation Board has these components that support its operation. • Executive Committee o Who: Officers of the Board and Committee Chairs, as designated o Frequency: Once a month (two weeks prior to Board meeting date) and as needed for emergencies between Board meetings o Purpose: Determine agenda for upcoming Board meeting Process/identify issues for Board discussion Determine topics for discussion/decisions at Board meeting Assign committees, task forces, and Board special projects Address personnel issues as appropriate (Foundation staff) • Full Board o Who: All members of the Board o Frequency: Monthly as indicated on the annual calendar (Summers off) o Purpose: Discuss issues and hold votes Approve minutes and financials Undertake fundraising and membership with goals annually Advance advocacy in support of annual PAAC priorities • Board President + Director check-ins o Who: Board leadership (typically the President or Chair) and Director o Frequency: Currently once a month o Purpose: Coordination between Director’s office and Board to share operational issues or concerns/Providing support to the Board and the Board supporting the Director 2019 Strategic Framework Approved by PAAC + PAACF June 2019 36 In addition, a Governance Committee and Finance Committee operate year-round and have a charter that is updated. It states the purpose of each committee, the frequency of meetings, and annual priorities in addition to ongoing responsibilities. Staff-identified projects are another way that Board members can serve and assist with PAAC priorities. While a staff-identified project has a focus and aim, unlike a standing committee it has a finite timetable, and the group disbands after the successful completion of the project. Ongoing communication and annual Board calendar In addition to the structure defined above, ongoing communication and schedules are key to support the operations of the Board. Some guidelines for structuring and using effective communication include: • Use preparation for Board meetings as regular communication through agenda, the packet of information, attachments and documents for discussion • Share updates with key news (as needed all year-long) to keep Board abreast of developments such as a contributed gift, fundraising update, etc. • Develop an annual calendar with all meetings (Annual Board Retreat, monthly Board meetings, committee meetings, etc. plus budget adoption in March, and election of officers in June, for example) • Use the annual Board meeting in September to kick off the new year o Assess work of prior year o Share findings of Board evaluation (used to prepare for annual retreat) o Set annual goals for fundraising and advocacy Board Handbook of Best Practices The components of the Board Handbook should be updated and modified over time as appropriate. Every Board member will have a copy of the 2019 Strategic Framework. Several additional components for the Board Handbook will be developed by the Governance Committee to include: • By-laws • Board roster with brief description of experience and expertise • History of PAAC and PAACF • Annual profile of PAAC and PAACF (Highlights all the basic components of the two entities) 2019 Strategic Framework Approved by PAAC + PAACF June 2019 37 • Financial reports • Last 6 months of Board meeting minutes • Job descriptions of Board members, Board officers, and Committee Chairs • Individual committee descriptions and priorities (to be updated each year) • Annual Board calendar including meeting schedules (Full Board and Committee meetings) • Board recruitment matrix • Board annual evaluation form (Full Board and Individual Board evaluation) 2019 Strategic Framework Approved by PAAC + PAACF June 2019 38 PAAC STAFF SUCCESSION FRAMEWORK Succession planning is a core component of this Strategic Framework. Both PAAC and PAACF leadership acknowledge that succession planning is key to institutional sustainability. Further, at its core, succession planning is essential preparation for leadership changes within the staff and for the regular ongoing changes of leadership at the Board level. Further, achieving diversity at the staff and Board level is paramount and integral to succession strategies. According to BoardSource, only 27% of nonprofits surveyed reported that they had a written succession plan in place. In Building Leaderful Organizations, Tim Wolfred makes the case for succession planning: “At the most basic level, succession planning is a sound risk management practice. It is critical to ensuring the viability of an agency in the event of a key manager’s unplanned absence.” Succession planning involves not only addressing a potential emergency departure, but also the planned departure of the chief executive—two parallel and concurrent efforts. Succession planning for PAAC and PAACF has some unique complexities due to the public/private partnership between the City of Palo Alto and the nonprofit fundraising entity, PAACF. The health of this relationship requires consistent and ongoing communication and clear roles and responsibilities are especially important when addressing issues of succession planning. This Succession Framework outlines strategies for strengthening staff succession planning efforts. The Governance Framework addresses succession planning at the Board level for the PAACF. Current Issues for PAAC + PAACF Succession Planning Director Position • Work with the City and the Foundation to develop a more sustainable staffing model for the Art Center Director position to allow for greater levels of management and greater staffing sustainability in the current and any future business models. • Develop an Emergency Succession Plan for the Art Center Director position and the Development Director position at the Foundation to ensure continuity of operations if an emergency departure occurs. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 39 Role of PAACF with the City Relative to PAAC Director position It is understood that the Director of PAAC is a City employee and as such the City hires, provides salary and benefits for, and supervises the Director. The ongoing coordination between the Director as a City employee and the PAACF, with whom the Director works closely, will greatly assist in the public/private partnership moving forward. As such the following recommendations include: • Clarify the appropriate process and role that the PAACF can play in annual performance reviews of the Director position in coordination of the City’s processes; and, • Define the role PAACF can play upon the occasion of undertaking a search for and replacement of the PAAC Director’s position in coordination with the City. Program Staff • Work with the City to develop a more sustainable staffing model for Program staff that creates some staggering and opportunity for additional levels of management, which will further greater staffing sustainability. • Promote cross training between staff in program areas to promote redundancies in case of staff departures. • Ensure Standard Operating Procedures are developed and documented for all program and operational areas. Strategic Leader Development • Help to build leadership capacity for Program Staff by using the Key Competencies for Arts Education Leaders (Americans for the Arts) as a tool for growth and professional development. Include these competencies in onboarding and in performance appraisals to ensure adoption. • In addition to the City staff performance appraisals, assess staff and their role in implementing this Strategic Framework, including upholding and advancing: o The mission, vision, and values of PAAC; o The tenets of the organizational culture; o Outcome Measurements pertaining to staff; o Program profitability; o Five-year strategic priorities appropriate to staff as outlined in Heighten Community Engagement; Increase Financial Sustainability; and, Strengthen Leadership Capacity; and, o Key Competencies for Arts Education Leaders, as noted above. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 40 PUBLIC NARRATIVE FRAMEWORK Introduction Originally adapted from the works of Marshall Ganz, Harvard University and modified for the Strategic Framework by Phil Kohlmetz. Everyone has a story that can move others to action. Leadership is about accepting responsibility for enabling others to achieve shared purpose in the face of uncertainty. Public Narrative is a leadership practice that uses authentic, personal stories as a means to connect with others through shared values, and motivate them to take a specific action in support of your cause. In many social service organizations and non-profits, Public Narrative is an effective tool for deepening the organization’s relationship with its community and supporters, can positively influence all types of communications, supports a culture of philanthropy, and can help an organization to raise more support from its community (whether that is in the form of participation in public programming, advocacy, or dollars contributed). There are three key components of Public Narrative: Stories of Self, Stories of Us, and Stories of Now. A “Story of Self” communicates the values that called you to lead in this way, in this place, at this time. You tell a Story of Self to enable others to “get you” – to enable them to experience the values that call you to serve the Palo Alto Art Center AND to have accepted responsibility to lead (as either a staff member or a board member). The key is to focus on choice points: moments when your values influenced choices you made in response to challenges you faced. When did you first need to be heard and believed you could be? When did you have to care for someone else and found out you could? When did you have to stand up to someone bigger than you? Where did you find the courage? What were the circumstances? What makes a Story of Self powerful is not “high drama” or “tragedy” but the extent to which you allow yourself to be vulnerable - to let others see something real about your sources of caring and of courage. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 41 A “Story of Us” communicates shared values that anchor your community, values that may be at risk, and may also be sources of hope. Just with a Story of Self, the values of a community are often expressed through key choice points in life: founding moments, moments of crisis, of triumph, disaster, of resilience, of humor. Stories of Us are accounts of events involving specific people, moments, events, words, etc. A “Story of Now” communicates an urgent challenge you are calling on your community to join you in acting on now. The “Story of Now” focuses on a challenge to your community demanding action now, a source of hope, and the choice of a pathway to action you call on others to join you in taking. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 42 Public Narrative “works” because of another magic triad – it links together strategy, motivation, and action. Said another way, it marries together the head, heart, and hands. Public leadership engages people in interpreting why they should change the world (their motivation/heart) and how they can act to change it (strategy/head). Public Narrative is the art of translating values into action (hands) through stories. The three Key Elements of Public Narrative Structure: Challenge – Choice – Outcome A plot begins with an unexpected challenge that confronts a character with an urgent need to pay attention, to make a choice, a choice for which they are unprepared. The choice yields an outcome – and the outcome teaches a moral. When we can empathetically identify with a character (or storyteller), we can “feel” the moral. We not only hear “about” someone’s courage, we can also be inspired by it. The story of the character and their effort to make choices encourages listeners to think about their own values and challenges, and inspires them with new ways of thinking about how to make choices in their own lives. Incorporating Challenge, Choice, and Outcome in Your Own Story In crafting a Story of Self, ask yourself questions to focus on choices you made along the way that brought you to this point in time as a leader. Once you identify a specific choice point, dig deeper by trying to answer the following questions. Challenge: Why did you feel it was a challenge? What was so challenging about it? Why was it your challenge? Choice: Why did you make the choice you did? Where did you get the courage (or not)? Where did you get the hope (or not)? Did your parents’, grandparents’, or others’ life stories teach you how to act in that moment? How did it feel? Outcome: How did the outcome feel? Why did it feel that way? What did it teach you? What do you want to teach us? How did you want us to feel? 2019 Strategic Framework Approved by PAAC + PAACF June 2019 43 A word about challenge: Sometimes people see the word challenge and think they need to describe the misfortunes of their lives. A struggle may not be of your own choosing – a high mountain you decided to climb, not only a valley you managed to climb out of. Any number of things may have been a challenge to you and be the source of a good story to inspire others. AGENCY is the emotional capacity to make mindful choices. Use the accompanying worksheet to develop your Story of Self. The Story of Self is the foundational element of Public Narrative. Mastering a Story of Self enables Stories of Us and Stories of Now. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 44 Worksheet Developing Your Story of Self Before you decide what part of your story to tell, think about these questions: 1. What will I be calling on others to do? What is my purpose in calling on others to join me in action? Why am I called to leadership? 2. What values move me to take action and might also inspire others to similar action? 3. What stories can I tell from my own life about specific people or events that would show (rather than tell) how I learned or acted on those values? What are the experiences in your life that have shaped the values that call you to leadership? Family and Childhood Life Choices Leadership Experiences Parents/family School First experiences with political and civic issues Growing up experiences Career A key moment in you work as an organizer Your community Partner/family Role models/community Role models Hobbies/interests/talents Current experience as an organizer Schools Finding passion Overcoming challenges Think about the challenge, choice, and outcome in your story. The outcome might be what you learned, in addition to what happened. Try drawing pictures here instead of words. Powerful stories leave your listeners with images in their minds that shape their understanding of you and your calling. Challenge: Choice: Outcome: STRATEGIC TOOLKIT 2019 Strategic Framework Approved by PAAC + PAACF June 2019 45 ORIENTATION TO THE STRATEGIC TOOLKIT This toolkit offers easy-to-use tools that support this Strategic Framework and the leadership of the PAAC and PAACF moving forward. Each of the tools in this toolkit was developed by a working group during the strategic planning process. These tools are intended to be used and adjusted as necessary. Heighten Community Engagement Tools Program/Service Assessment Tool User: Staff predominantly, and occasionally PAACF Board Purpose: This tool is designed to be completed: • Prior to the decision to move forward with an exhibition, program or service; • As part of the annual assessment of program profitability; and/or, • As a baseline of information to be referred to as needed. New strategy: This tool should be used to: • Support an ongoing cycle of reviewing and determining the viability of programs throughout the year; • Provide a comparison against the prior year’s results; and, • Resolve next steps to improve, eliminate, or adjust programs/activities as needed. Program Assessment Templates User: Staff Purpose: These three templates are intended to be used once a year in support of the program assessment form described above. • The Geographic Audience Distribution Template is to be used for identifying the audience reach by area. This highlights the specific focus of a particular program reach, and the overall saturation of all the programs combined. This can point to geographic distribution that needs adjustment. STRATEGIC TOOLKIT 2019 Strategic Framework Approved by PAAC + PAACF June 2019 46 Program Assessment Templates cont. • Diversity Program Participant Template provides a vehicle for assessing diversity of participants relative to two main demographic areas, Palo Alto and the Bay Area. As with other tools, this will also highlight areas of successful reach, and reveal areas for additional work. • Mission Impact + Financial Sustainability Template from Nonprofit Sustainability: Making Strategic Decisions for Financial Viability is for tracking and placing each program using the four quadrants to determine where each goes. The results of this exercise highlight programs that require adjustment. New strategy: This suite of tools enforces reflection and strategic analysis before decisions are made. These tools all together assess specific programs and help assess impact overall in support of Strategic Framework priorities. Growth Progression Tool User: Staff, predominantly, and Foundation staff Purpose: The Growth Progression Chart tracks the pathways of participants in deepening their engagement with PAAC. This tool is designed for program planning to connect different audiences, motivations, and program offerings. New strategy: The tool supports program development and relationship building with participants for longer-term engagement with PAAC. It should be used to map the connections for a program concept, and trigger modifications or alterations, as appropriate. This particular tool overlaps with the ideology of growing participation up to and including donor support. Principles of Effective Communication User: Staff, predominantly, and Board, occasionally Purpose: This chart diagrams the interconnections of the elements impacting good communication strategies. The components are divided into levels: organizational, identity, and experiential. This strategic planning process has focused heavily on defining and refining the organizational components, including mission, vision, and values; organizational culture; audience strategies; and strategic priorities. This then sets the stage for the visual identity and messaging platform. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 47 Principles of Effective Communication, cont. Using the elements defined in this Strategic Framework, staff will make connections between programs, audience goals, and messaging strategies for implementation. With diversification of audiences as an ongoing goal, the staff recognizes that the careful selection of the best ways to connect with new audiences will be key. New strategy: This tool emphasizes the careful assessment of methods, timing, and communication strategies to help achieve the goals set forth in this Strategic Framework. It pushes the conversation to move beyond current strategies to determine what new ones may be needed, or if community conversations are needed first to initiate a meaningful connection with the people PAAC hopes to reach and engage. Exhibition Planning Tool User: Curatorial staff Purpose: To make the case for a proposed exhibition based on analysis of several key components and institutional priorities. New strategy: This tool complements the Program/Service Assessment Tool and focuses on the subtleties and complexities of exhibitions that encompass a unique strategy for planning, implementing, and seeking underwriting to cover the costs of the exhibition. Increase Financial Sustainability Tools Decision-making Tool User: PAACF Board and PAAC Staff Purpose: To review an idea or concept against top criteria to determine the appropriate step forward from “do not pursue”, to “modify”, to “do more work developing the idea”, and so on. New strategy: As a one-page tool, it is designed to trigger conversation surrounding a potential decision, and ultimately, to save time, and reinforce the tenets of this Strategic Framework. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 48 Strengthen Leadership Capacity Tools Strategic Board Recruitment Tool User: Governance Committee and PAACF Board Purpose: This excerpt from BoardSource outlines a clear series of steps and key questions to ensure a balanced and thorough process from the moment an individual is considered as a potential Board candidate through the final interview before nomination. New strategy: This expands the recruiting process by outlining all of the steps, and serves as a reminder of when and why specific steps aid a successful process. Board Recruitment Matrix Tool User: PAACF Board and, more specifically, the Governance Committee Purpose: To clarify talent on the current Board as a baseline for determining the next cohort of Board members to ensure balance. It supports deliberate actions to seek individuals that sustain the expertise, representation and leadership skills needed to propel PAACF Board forward while considering succession planning benchmarks. This tool has been lightly modified from a BoardSource tool, and should be adjusted to ensure all the qualities and issues for the PAACF Board are included in the matrix. New strategy: The Governance Committee should keep up-to-date, year-round, to guide recruiting efforts. The tool will be useful for the assessment of current members, gaps in skills and backgrounds, and priorities for recruitment each year. Board and Staff Roles User: PAACF Board and PAAC Director Purpose: To serve as a clear reminder of what each entity is responsible for, and which responsibilities are shared. It is based on the tool developed at the Board Retreat in 2014, and has been modified to support the evolving activities of the PAACF Board in coordination with the PAAC Staff. New strategy: This becomes a reference tool in the Board Handbook, and clarifies the nature of the work of the Board, Foundation Staff, and the PAAC Director. It should be reviewed periodically. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 49 PAAC PROGRAM/SERVICE ASSESSMENT TOOL Please use this tool to evaluate completed or assess proposed, programs, exhibitions, community activities, etc. NAME OF PROGRAM/SERVICE: Program/Service/Exhibition Basics Support of Mission, Vision, Values: Resources, Staff, Financial and Physical Resources Department/staff member(s) accountable for program/service/exhibition: Why are we offering this program/service/exhibition? Staff demands: o Light o Moderate o Heavy Volunteer demands: o Light o Moderate o Heavy Notes: Range of dates and times program/service/exhibition offered: Describe target audience: Audience demographics/communities: o Families oTeen o Field trips o Adults o School-age Children Grade: o Young Professionals o 5 & under o Life-Long Learners o 6 - 12 o 13 - 17 Describe target communities: Total number of participants/visitors/communities: Fee(s) charged/Total Revenue: $ o Fees o Sponsors o Grants o Donor/Other $ $/in-kind $ $ Direct costs to mount program/service/exhibition: Indirect costs to mont program/exhibition (time, follow-up): Format of program/service/exhibition: Physical resources required (space, grounds, equipment, etc.): Program/service/exhibition objectives: Scalability potential: Program/service marketing strategy: o Purchase(d) ad o E-Newsletter o Mailed collateral o Website o Social Media o Radio/TV o Other 2019 Strategic Framework Approved by PAAC + PAACF June 2019 50 NAME OF PROGRAM/EXHIBITION: Institutional Impact How did program/service/exhibition advance institutional priorities? Quality Standards Overall quality: Rate: 1 2 3 4 5 (Best) Other concurrent/competing program/service/exhibition: Internal: External: Goals/outcomes for this program/service/exhibition: Collaboration with other agencies/organizations: Assessment of strategies used for community engagement/building: Impact on visibility/brand: Rate: 1 2 3 4 5 (Best) Return on Investment (ROI): Risk level: Rate: 1 2 3 4 5 (Highest) Comment on how this program/exhibition met/fell short of its benchmarks for success: Reward level: Rate: 1 2 3 4 5 (Best) What was the impact on the Art Center? What was the impact on the community(s) served? Final Assessment (Check one & explain your answer): o Program/service worth implementing/keeping as is o Program/service worth expanding or scaling o Program/service concept needs modification o Program/service should no longer be offered o Program/service concept put on hold for review at later date: NAME: TITLE: DATE: 2019 Strategic Framework Approved by PAAC + PAACF June 2019 51 PALO ALTO BAY AREA PENINSULA Program List OUT – Outreach Programs FD - Family Days CFA - Children's Fine Art CK - Cultural Kaleidoscope PL - Project Look TEEN - Teen Programs IP - Internship Program ASP - Adult Studio Program VP - Volunteer Program GGPP – Great Glass Pumpkin Patch FNAC – Friday Night at the Art Center EXH – Exhibitions PROGRAM ASSESSMENT: GEOGRAPHIC AUDIENCE DISTRIBUTION TEMPLATE 2019 Strategic Framework Approved by PAAC + PAACF June 2019 52 FAMILIES YOUNG PROFESSIONALS TEENS / TWEENS LIFELONG LEARNER SCHOOL / STUDENTS / TEACHERS ARTISTS Program List OUT – Outreach Programs FD - Family Days CFA - Children's Fine Art CK - Cultural Kaleidoscope PL - Project Look TEEN - Teen Programs IP - Internship Program ASP - Adult Studio Program VP - Volunteer Program GGPP – Great Glass Pumpkin Patch FNAC – Friday Night at the Art Center EXH – Exhibitions PALO ALTO DIVERSITY PROGRAM ASSESSMENT: DIVERSITY PROGRAM PARTICIPANT TEMPLATE 2019 Strategic Framework Approved by PAAC + PAACF June 2019 53 PROGRAM ASSESSMENT: MISSION IMPACT + FINANCIAL SUSTAINABILITY TEMPLATE Program List OUT – Outreach Programs FD - Family Days CFA - Children's Fine Art CK - Cultural Kaleidoscope PL - Project Look TEEN - Teen Programs IP - Internship Program ASP - Adult Studio Program VP - Volunteer Program GGPP – Great Glass Pumpkin Patch FNAC – Friday Night at the Art Center EXH – Exhibitions Profitability ($) Keep! (High mission impact, high profitability) Adjust (High mission impact, low profitability) Eliminate (Low mission impact, low profitability) Evaluate (Low mission impact, high profitability) Low High Low High Mi s s i o n I m p a c t 2019 Strategic Framework Approved by PAAC + PAACF June 2019 54 EXHIBITION PLANNING TOOL Exhibition Title: Exhibition Dates: What is the exhibition about? What is the big idea? If the visitor remembers only one thing about the exhibition, what would you want it to be? What connects to our mission, vision, and values? Equity and Inclusion Are you considering the inclusion of artists who are of color, female, non-gender conforming, disabled? Why here? Why now? How does the exhibition connect with other shows happening at the Center? Why should the exhibition happen here? Why now? Who are you talking to? Who are your target audiences? Why do you think visitors you are targeting will be interested in what you have to say? What understandings or perceptions do you think they have of the subject? What links are there to the K-5 curriculum? What do you want to say? Key Messages: 1. 2. 3. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 55 Outcomes What do you want the visitor to learn from your exhibition? (Learning Objectives) What do you want your visitors to feel when they are engaging with your display? (Emotional Objectives) What do you want your visitors to do after they have seen your exhibition? (Behavioral Objectives) Measurement How will you measure success against your objectives? What will be the visitor experience? Do you want to relate to what is known to your visitors? If so, can you compare or contrast your message to ideas and experiences that are familiar or important to your visitors? Do you want your visitors to be actively involved? If so, what kind of interactives would you use? Is there content in the exhibition that could be volatile, upsetting or challenging for some audiences? How would you address this? Who will you work with? Which community partners will you engage with to present the exhibition? 2019 Strategic Framework Approved by PAAC + PAACF June 2019 56 GROWTH PROGRESSION CHART The Growth Progression Chart tracks the pathways of participants in deepening their engagement with PAAC. This tool is designed to be used during program planning to connect different audiences, motivations, and program offerings. FAMILY BONDING PERSONAL GROWTH CAREER GROWTH ACADEMIC GROWTH ARTISTIC GROWTH COMMUNITY GROWTH Outreach Family Days Adult Studio Program Teen Programs Internship Programs Children’s Fine Art Cultural Kaleidoscope Volunteer Program Project Look FNAC Great Glass Pumpkin Patch Exhibitions WHAT: Programs WHY: Growth Benefit WHO: Audience Families Young Professionals Lifelong Learners Teens / Tweens School / Students / Teachers Artists 2019 Strategic Framework Approved by PAAC + PAACF June 2019 57 1. ORGANIZATIONAL LEVEL: Includes the core elements that direct all aspects of the organization’s work. 2. IDENTITY LEVEL: What most people think of as branding – specifically the visual identity and messaging platform. 3. EXPERIENTIAL LEVEL: The channels and tools through which audiences connect with the organization. Source: Based on the Principles of Effective Communication in Brandraising by Sarah Durham. Vision Mission Values Goals / Strategies Audiences Positioning Organizational Culture Visual Identity Messaging Platform Online In Print On Air In Person Social Media 1 2 3 PRINCIPLES OF EFFECTIVE COMMUNICATION 2019 Strategic Framework Approved by PAAC + PAACF June 2019 58 PAAC/PAACF DECISION-MAKING TOOL PAAC/PAACF leadership will use this strategic decision-making tool to facilitate discussions and inform decisions that align with the Strategic Framework. Program area /Activity _________________________________________Art Center_____________ Foundation_____________ Strongly Disagree Disagree Neutral Agree Strongly Agree Supports the mission, values, and vision. 1 2 3 4 5 Supports strategic priorities. 1 2 3 4 5 Increases visibility + brand awareness. 1 2 3 4 5 Builds communities, donors, and audiences. 1 2 3 4 5 Is fundable or funding is possible. 1 2 3 4 5 Has the capacity (Personnel, finance, space, etc.) 1 2 3 4 5 Presents a unique or one-of-a-kind opportunity. 1 2 3 4 5 Has potential for positive impact (ROI, community engagement, etc.) 1 2 3 4 5 0-20 points Eliminate/Don’t Pursue 21-31 points Rework 32-40 points Continue/Enhance as Appropriate Total Score: Explore _____ Build _____Add ____ Don’t Add_____Put on Hold (Date to revisit) ______________ Notes: Date: 2019 Strategic Framework Approved by PAAC + PAACF June 2019 59 STRATEGIC BOARD RECRUITMENT TOOL Source: BoardSource, Recruiting the Right Board Member The board must be strategic about member recruitment and define an ideal composition for itself based on the organization’s priorities at any given moment. A matrix for board composition facilitates the board’s strategic recruitment efforts. By analyzing the present composition of the board, the governance committee—or the full board if no committee is needed—is able to best determine what qualities, characteristics, and perspectives are already present on the board. When analyzed in light of the organizational strategies, a matrix helps the board identify where gaps exist and then direct recruitment efforts to fill those gaps. How to Approach Strategic Recruitment Review information about the candidate and set up a meeting or phone call. The meeting should be attended by a representative from the governance committee or a board member who has been matched to a particular candidate. First Meeting • Mention that the board needs to fill vacancies over the next few years and the candidate has been suggested. Be sure to note that you are exploring interest and availability with a number of candidates. • Describe the organization including its mission, services, and strategic direction. Invite questions from the candidate to determine how much he or she knows about the organization and how he or she feels about its work. • Be sure to cover the roles and responsibilities of board members. Determine whether the candidate has any participation constraints. • If the potential candidate is not already, invite the candidate to participate in a project or task force to help current board members get a feel for the candidate’s level of commitment and effectiveness. Evaluation Prospects • Did the candidate ask insightful questions about the organization and/or the board? • Does the candidate have any commitments that would preclude effective board service (heavy travel schedule, lack of time invested in project or task force work, etc.)? • It is important to research candidates’ past performance on boards, the extent of their expertise, and their willingness to be a team player. • Will the candidate be a good culture fit on the board? 2019 Strategic Framework Approved by PAAC + PAACF June 2019 60 Final Interview The last step before formally nominating a new board candidate is to have a final talk with the candidate. The board chair, chair of the governance committee, and/or chief executive should meet with the candidate to answer any final questions — both from the prospective and current board members. This final conversation provides one last chance to assess the needs of the board and ensure that the candidate will be a good fit — not just immediately, but for the future needs of the board and organization as well. • Explore the candidates’ reasons for wanting to join the board. Taking the time to understand their motivations and goals for board service will ultimately make the partnership more productive. • Provide candidates with more information about why they were selected as prospective board members. Do they have expertise in a needed area? Good connections? Represent the community served by the organization? • Have an open discussion about board fundraising responsibilities. Ensure that candidates understand that asking for donations is not the only way to get involved in fundraising efforts, but that participation in some way is expected. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 61 BOARD RECRUITMENT MATRIX This matrix can be adapted to assist your organization’s recruitment efforts by assessing your current board composition and identifying opportunities to diversify and/or expand your board. Every organization is different. Use the table below to help distinguish the skills and strengths you need from board members depending on your organization’s stage of development, community served, and other circumstances. In considering board building, an organization is legally obligated to follow its bylaws, which may include specific criteria on board size, structure, and composition. Keep in mind that your organization’s bylaws may need to be updated to incorporate and acknowledge changes in the environment and community that have made board structure changes necessary or desirable. (Source: adapted from BoardSource’s Board Recruitment Matrix) AREAS OF EXPERTISE/LEADERSHIP QUALITIES NUMBER OF CURRENT MEMBERS NUMBER OF PROSPECTIVE MEMBERS Administration/Management Early-stage organization/start-up Financial oversight Fundraising Government Investment management Law Leadership skills/motivator/experience/interest in Marketing, public relations Human resources Strategic planning Physical plant (architect, engineer) Real estate Understanding of community needs Technology 2019 Strategic Framework Approved by PAAC + PAACF June 2019 62 RESOURCES NUMBER OF CURRENT MEMBERS NUMBER OF PROSPECTIVE MEMBERS Money to give Access to money Access to other resources (foundations, corporate support) Availability for active participation (solicitation visits, grant writing) COMMUNITY CONNECTIONS NUMBER OF CURRENT MEMBERS NUMBER OF PROSPECTIVE MEMBERS Religious organizations Corporate Education Media Political Philanthropy Small business Social services Other PERSONAL STYLE NUMBER OF CURRENT MEMBERS NUMBER OF PROSPECTIVE MEMBERS Consensus builder Good communicator Strategist Team member Other 2019 Strategic Framework Approved by PAAC + PAACF June 2019 63 AGE NUMBER OF CURRENT MEMBERS NUMBER OF PROSPECTIVE MEMBERS Under 18 19 – 34 35 – 50 51 – 65 Over 65 GENDER NUMBER OF CURRENT MEMBERS NUMBER OF PROSPECTIVE MEMBERS Male Female Nonbinary RACE/ETHNICITY NUMBER OF CURRENT MEMBERS NUMBER OF PROSPECTIVE MEMBERS African American/Black Asian/Pacific Islander Caucasian Hispanic/Latino Native American/Indian Other 2019 Strategic Framework Approved by PAAC + PAACF June 2019 64 BOARD + STAFF ROLES SHARED BOARD & PAACF STAFF ROLES ROLES OF PAACF BOARD MEMBERS ROLES OF PAACF STAFF FUND DEVELOPMENT • Build Fund Development Plan together • Strategize best approaches for different donors & opportunities in tandem with diverse fundraising efforts • Work together to build prospect lists & strategies • Plan and execute events that recognize donors • Ensure fundraising efforts in place for: o Corporate giving o Foundation grant solicitation o Individual donors o Membership program o Planned and estate gifts (future) o Endowment (future) • Develop Individual Board Action Plan • Open doors to new contacts for the PAAC staff • Support staff work with donors • Support and participate in the diverse fundraising strategies • Participate or host cultivation & recognition events • Ask for contributions from peers and prospects • Make annual gifts & stretch gifts for fundraising campaigns • Provide leadership and strategic support to the Board • Conduct prospect research when needed • Include Board members to assist with particular donors or campaigns • Accompany Board members on fundraising calls • Ensure that an annual fund for unrestricted gifts is in place • Manage the ongoing record-keeping and tracking of donor activities and campaign efforts • Implement management strategies for Fundraising Plan (all levels of efforts) • Maintain development dashboard to keep board members informed about status of fundraising efforts ADVOCACY • Create advocacy strategy and annual plan together • Cheerlead for PAAC • Identify opportunities for visibility for PAAC • Champion PAAC when out and about • Keep advocacy strategy on track/Respond to new opportunities as they arise • Introduce others to PAAC and support friend-raising activities (first step in fundraising) • Take individuals on tours with staff • Attend key meetings when Board member representation is needed • Make assignments in support of strategy and annual plan/monitor follow-through and results • Engage legislators when appropriate • Provide materials/key information/messaging to support the Board in their advocacy role • Coordinate and enlist Board members for advocacy assignments and presentations • Make presentations with Board members • Provide tours of the PAAC/Support Board tours • Provide quotes & create interview opportunities with the media 2019 Strategic Framework Approved by PAAC + PAACF June 2019 65 SHARED BOARD & PAACF STAFF ROLES ROLES OF PAACF BOARD MEMBERS ROLES OF PAACF STAFF BOARD OPERATIONS • Communicate with Board in support of success of PAACF and PAAC • Document Board participation at events and in fundraising efforts • Follow and support the Tenets of Board Operations for the greatest success • Participate in mentoring of new Board members • Remain attentive to distinctions of Board and Staff responsibilities and the power of working together • Work together to support diverse membership on the Board and a supportive culture for diversity • Uphold Tenets of Board Operation reviewing once a year with full Board as a refresher • Review and update the Strategic Framework each year in sync with Outcome Measurements review • Update Board calendar, roster and Committee charters annually in sync with annual goals • Use recruitment matrix to maintain balance • Fold in Tenets of Board Operations and Strategic Framework into onboarding of new Board members • Provide leadership as Director of PAAC for the success of PAACF through attendance at Board meetings and Committee meetings • Have Foundation Staff support Foundation operations as appropriate • Support annual updates of Board Handbook • Support Committee work with a staff representative and/or liaison 2019 Strategic Framework Approved by PAAC + PAACF June 2019 66 STRATEGIC FRAMEWORK 2019 Strategic Framework Approved by PAAC + PAACF June 2019 66 APPENDICES APPENDIX A: STRATEGIC PLANNING PROCESS The process was facilitated by Gail Anderson & Associates (GA&A) supported by a team of consultants including Nancy Ragey (fundraising consultant), Mike Devine (financial analyst), Phil Kohlmetz (Public Narrative consultant), and Lexie Smith Kliebe, Research and Design Associate, GA&A. The following highlights the key steps undertaken during the strategic planning process. Process Begins (September 2018) • Confirmed steps of planning process with PAAC, City of Palo Alto and PAACF leadership and consulting team • Reviewed documents and prepared for interviews • Facilitated PAACF Board retreat by Nancy Ragey to begin discussion about fundraising strategies Institutional Assessment (October 2018) • Conducted confidential interviews with staff, PAACF Board members, City representatives, Emeritus Council members, volunteers, PAACF members and donors, community representatives, etc. • Analyzed findings from institutional and stakeholder interviews • Researched regional museums and competitors, outlined operations of six local arts institutions and three aspirational art centers, and identified four examples of innovation in art museums Staff Retreat and Separate Board Work Session (November 2018) • Reviewed and discussed findings from interviews and review of institutional documents • Presented trends and issues facing art centers and museums in 21st century • Assessed strengths and areas for growth (PAAC and PAACF) • Outlined initial thinking on mission, values, vision, and organizational culture • Identified three strategic priority areas 2019 Strategic Framework Approved by PAAC + PAACF June 2019 67 Work Sessions (December 2018 – March 2019) • Launched series of work sessions to shape and build: community engagement; organizational culture; governance; financial sustainability; visibility; mission, vision and values; and staff succession planning (some working groups were Board or staff only, and some had participation by both Board and staff members) Program Assessment (February - March 2019) • Worked with staff who reviewed and determined steps for refinement of programs in sync with new direction for the Art Center City of Palo Alto Review (April 2019) • Reviewed Strategic Framework and implications with City representatives • Incorporated feedback and changes Separate Staff and Board Sessions to Review the First Draft of Strategic Framework (April 2019) • Reviewed Strategic Framework and implications • Refined supporting frameworks and tools Final Staff Review and Work Session (May 2019) • Reviewed final Strategic Framework with staff • Discussed value of Strategic Framework in the ongoing operations of PAAC Board and City Adoption of Framework (May/June 2019) • Reviewed final Strategic Framework with Board and City • Discussed implementation and modification over time • Adoption of Strategic Framework by Board and endorsed by City of Palo Alto 2019 Strategic Framework Approved by PAAC + PAACF June 2019 68 APPENDIX B: GUIDELINES FOR USING THIS STRATEGIC FRAMEWORK With the adoption of this Strategic Framework, a new chapter is launched for the Palo Alto Art Center. This Framework was co-created with PAACF Board, PAAC staff and the City of Palo Alto, and represents a deep conviction to realize the vision for PAAC. It is not business-as-usual; rather, it is an energized vision that has been collectively envisioned to dramatically grow the potential and impact of the Art Center in the community and beyond for years to come. As the Art Center is a public/private partnership, this Framework is a carefully orchestrated and coordinated effort based on respect for, and long-term commitment to work for, the sustainability of PAAC on behalf of the residents and visitors to Palo Alto. Celebrate victories large and small as the steps are achieved and progress is made. Remain agile yet dogged in advancing the priorities in this Framework. Unexpected opportunities will arise each year, requiring careful review to determine if appropriate to pursue given that the budget and annual priorities have already been adopted. In many cases, an existing priority may need to be set aside to make room for an alternate activity. This requires a blend of assessing gains, costs, and potential with each decision, and use of the Board and staff program assessment and decision tools. Each year, the PAACF Board and the PAAC staff retreats are the moments to review and assess progress made on the Strategic Framework against priorities and outcome measurements. Amass the outcome measurement results in advance of each of the retreats to provide concrete evidence of progress. Tie annual Board evaluation to the retreat, and reflect on learning moments during the past year, and as appropriate affirm or adjust the priorities for the coming year. The Framework is a living management tool that will provide guidance for fundraising, financial management, decision- making, Board recruitment, and growth throughout the Art Center, and will be modified and adjusted over time. Keep the City of Palo Alto apprised of progress made, and include them as appropriate in the ongoing discussions about the future of PAAC. Clear roles and responsibilities must be embraced to make the Framework a useful management tool for the success of the institution. The following guidelines are designed to help the Board and staff uphold their roles in support of the Framework, and most importantly the mission, values, and vision for the future of the PAAC. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 69 PAACF Board As the nonprofit, fundraising entity for the PAAC, the PAACF Board is responsible for assuring that: PAACF follows and uses the Strategic Framework, PAACF resources are appropriately allocated in support of that Framework and the PAAC, and the Framework is modified as necessary over time. Listed below are some suggestions for the Board in the use and implementation of this Framework. The Board will: Uphold and communicate the mission, vision and values of PAACF and PAAC • Use the mission of the Foundation to guide work, always with an eye toward the PAAC mission, values and vision to keep the two organizational efforts collaborative, and in sync; • Communicate the mission, values and vision, and priorities set forth in the Framework, with stakeholders, the community and the public, incorporating the tenets of Public Narrative when possible; Use Supporting Frameworks • Reference the Supporting Frameworks to guide Board work all year long: o Use the Five-Year Fundraising Framework priorities and targets as an ongoing management tool, highlight progress at every Board meeting, and stay the course to achieve the results outlined; o Use the Financial Sustainability Framework as a baseline of the tenets of financial operations to clarify expectations and the principles of ongoing work; o Use the Governance Framework, the Strategic Board Recruitment guidelines, and Board Recruitment Matrix as the Board “playbook”. Incorporate this work into new Board orientation, and ongoing reference to reinforce the tenets of operation agreed to through this planning process; o Assure all priorities requiring Board involvement are assigned to the full Board and relevant Board Committees for the successful completion of the work; o Provide updates and reports on progress advancing the Supporting Frameworks at Board meetings, and adjust deadlines and priorities as needed. Assess progress on Framework each year • Conduct an annual review of the Supporting Frameworks with Board and PAAC leadership to assess progress made over the past year, and to plan for the upcoming year with financial and resource allocations in the Foundation budget; 2019 Strategic Framework Approved by PAAC + PAACF June 2019 70 • Use outcome measurements to assess the successful implementation of the Framework. Outcome measurements, like other aspects of the Framework, are likely to be adjusted over time in response to changing realities. It is recommended that outcome measurements be assessed once a year. Use Framework to guide decisions, coordinate efforts, and stay on course • Base decisions on the priorities of the Framework and make adjustments when appropriate. When new opportunities arise, the Board should consider the impact to the Framework and gain input from PAAC leadership, as appropriate, in order to make a balanced and informed decision. In some cases, taking on a new priority may require a vote by the Board and require postponing some tasks in order to devote adequate time and resources to the new priority. If a new opportunity or shift in priorities occurs, the Framework should be modified accordingly and involved parties notified, including making adjustments to the budget; • Make sure the proper supporting policies and procedures are in place and are updated as needed; • Use the priorities and responsibilities laid out in the Framework to coordinate work for the coming year with the Director and then refer to them when assessing progress. Clarify Board expectations and evaluation • Outline expectations so all Board members understand their leadership role as a Board member in implementing the Framework; • Evaluate the full Board and its performance advancing the Framework; • Tie individual Board performance to responsibilities outlined in the Framework in tandem with Board member expectations; • Distinguish the specific Board and staff roles and responsibilities in advancing the Framework, and coordinate when appropriate for the best outcome. Incorporate in Board recruitment • Review the Framework during the Board recruitment process and with new Board members during Board recruitment and orientation. Plan for next planning process • Prepare to launch the next strategic planning process about a year prior to the completion of this Strategic Framework. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 71 PAAC Director The PAAC Director is responsible for assuring that the Framework guides the work of the staff, and volunteers, and in turn, works closely with the PAACF Board to reach goals. By setting a clear road map for PAAC and PAACF, this Strategic Framework clarifies the leadership role and responsibilities that the Director must undertake. As a City employee, the Director also adheres and follows City guidelines tied to budget development and monitoring, City staff hiring practices, and relevant City guidelines and expectations. The Director will: Uphold and communicate the mission, vision and values of PAAC • Use the PAAC mission, values and vision to guide the ongoing work of the PAAC and staff; • Communicate the mission, values and vision, and priorities set forth in the Framework with stakeholders, the community and the public, incorporating the tenets of Public Narrative, when possible. Use as internal management tool • Ensure staff understand their responsibility for supporting the mission, upholding the values, and working toward the vision as well as their commitment to upholding the PAAC Tenets of Organizational Culture, and other tools created to guide their work. • Correlate all staff job descriptions and responsibilities to the specific priorities laid out in the Framework; • Ensure that annual workplans for each staff member are based on the priorities in the Framework and assure that these are referred to during annual performance reviews; • Build annual budgets based on priorities defined in the Framework and supported by workplans; • Use this Framework on an ongoing basis for guiding the work of the staff including during staff meetings, one-on-one meetings with staff members, for projects at PAAC, and so on; • Use the Framework as a tool when recruiting, hiring and onboarding new staff; • Base decisions on the priorities of the Framework and make adjustments when appropriate. When new opportunities arise, consider the impact to the Framework priorities and gain input from Board and staff as appropriate in order to make a balanced and informed decision. Some decisions require Board approval while most can be managed at the staff level. In some cases, taking on a new priority may require postponing some tasks in order to devote adequate time and resources to the new priority. If a new opportunity or shift in priorities occurs, the Framework should be modified accordingly and involved parties notified; 2019 Strategic Framework Approved by PAAC + PAACF June 2019 72 • Assure that volunteers are properly informed about the Framework and understand their role in implementing the Framework. Work closely with the Foundation Board • Support the PAACF Board and priorities set forth in the Framework by making sure the proper supporting policies and procedures are in place and are updated as needed; • Use the Framework for fundraising purposes. Assess progress on Framework each year • Use outcome measurements during the annual review of the Framework and adjust the priorities and strategies for the coming year based on results of the outcome measurement assessment. Plan for next planning process • Prepare to launch the next strategic planning process about a year prior to the conclusion of this Strategic Framework; Staff Staff is responsible for using the Framework to guide and prioritize their work. The Framework is a valuable tool for conveying the overall priorities of PAAC to all staff (full-time and part-time) and providing context for their specific role(s) in advancing the Framework. Staff will: Uphold and communicate the mission, vision and values of PAAC • Use the PAAC mission, values and vision to guide the ongoing work of PAAC staff; • Communicate the mission, values and vision, and priorities set forth in the Framework, with stakeholders, the community and the public, incorporating the tenets of Public Narrative when possible. Use as internal management tool • Uphold their responsibility for supporting the mission, the values, and the vision as well as the PAAC Tenets of Organizational Culture, and other tools created to guide the work of the staff; • Be proactive in understanding their role and responsibilities as laid out in the Framework; • Understand how each staff member supports the mission, upholds the values, and works toward the vision; • Work with the Director to clarify job responsibilities, annual workplans, and similarly assure that those who report to them receive the same level of support; 2019 Strategic Framework Approved by PAAC + PAACF June 2019 73 • Refer to annual workplans and the Framework during annual performance reviews; • Use the Framework for individual and group management purposes, departmental meetings, project meetings, or other ongoing aspects of operations; • Base decisions on the priorities of the Framework and be prepared to make adjustments when appropriate. When new opportunities arise, consider the impact to the Framework and bring the opportunity to the attention of the Director, who will in turn bring it to the Board, if needed. Some decisions require Board approval while most can be managed at the staff level. In some cases, taking on a new priority may require postponing some tasks in order to devote adequate time and resources to the new priority. If a new opportunity or shift in priorities occurs, the Framework should be modified accordingly and departments and individuals involved notified immediately; • Support the Director during the budget process, assuring that priorities outlined in the Framework are accounted for in the annual operating budget and are adjusted as needed throughout the year; • Assure volunteers understand their roles in advancing the Strategic Framework, including training them on the importance of the mission, values, and vision; • Receive guidance for understanding any new areas of work or shifts in existing work, including training as needed, to assist them in their work as appropriate; and, • Receive information about updates and changes to the Framework over time and disseminate as appropriate. Volunteers Volunteers provide critical support to the staff all year long and play a significant role in helping staff members accomplish their goals. Volunteers need to be informed of the priorities and direction outlined in the Framework, and how their particular volunteer efforts support the PAAC moving forward. Volunteers: • Understand their role and responsibilities for advancing the Framework, and in particular, understand the overall direction and priorities of PAACF and PAAC; • Support the leadership provided by the Director, which assures that all volunteer efforts support an integrated operation and institutional priorities. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 74 APPENDIX C: INSTITUTIONAL PROFILE PALO ALTO ART CENTER / PALO ALTO ART CENTER FOUNDATION INSTITUTIONAL PROFILE AS OF NOVEMBER 2018 VISITOR USER INFORMATION Annual attendance Onsite (exhibit, program participation, etc.) Total Attendance FY18: 144,289 • General attendance: 72,426 • Project Look: 6596 • Children’s Fine Art: 2408 • Family Days: 1684 • Exhibitions Public Programs: 3839 • Exhibitions attendance: 28668 • Birthday parties: 360 • Other rentals: 6279 • Special events: 17450 • Studio registrants: 1543 • Studio drop ins: 8009 • Volunteer hours: 7892 Offsite • Children’s Fine Art Outreach: 891 • Cultural Kaleidoscope: 962 Online Number of unique web visitors: 93,732 Number of unique page views: 118,860 New Facebook likes: 337 (current 3,230 likes) New Twitter followers: 130 (current 1,198 followers) New Instagram followers: 407 (current 1278 followers) 2019 Strategic Framework Approved by PAAC + PAACF June 2019 75 PALO ALTO ART CENTER / PALO ALTO ART CENTER FOUNDATION INSTITUTIONAL PROFILE AS OF NOVEMBER 2018 VISITOR USER INFORMATION, cont. Profile of visitors/ audiences/users From FY2018 Performance Measures Adult Ages (68 total) 7% - 18 or younger 25% - 19 – 35 62% - 36 – 65 6% - 66 and over Child Ages (41 total) 24% - 0 – 4 46% - 5 – 8 22% - 9 – 13 7% - 14 – 18 Ethnicity White or Caucasian - 45% Asian American - 29% Other - 24% Pacific Islander - 3% African American – 0% Latino – 0% Geographic location Palo Alto - 42% Other - 27% Mountain View - 15% Los Altos - 6% Menlo Park - 6% Sunnyvale - 3% East Palo Alto - 0% Hours Hours vary according to program. General facility open hours are Tuesday-Wednesday--10 a.m. – 5 p.m.; Thursday—10 a.m.- 9 p.m.; Friday and Saturday—10 a.m. to 5 p.m.; Sunday—1 p.m.- 5 p.m. Classes, workshops, rentals, and special events take place after these hours. Admission/program fee charges All exhibition attendance is free. Family Days and Friday Night at the Art Center events are free. Special events are generally free. Cultural Kaleidoscope participation is free. Costs for class and drop-in programs range from $2-$350. Number of PAACF members (type and #s) 656 members (100 activist at $250; 20 alliance at $5,000; 114 circle at $1,250; 20 collector at $500; 35 complimentary; 195 enthusiast at $65; $158 family and friend at $125) 2019 Strategic Framework Approved by PAAC + PAACF June 2019 76 PALO ALTO ART CENTER / PALO ALTO ART CENTER FOUNDATION INSTITUTIONAL PROFILE AS OF NOVEMBER 2018 GOVERNANCE City oversight The Art Center Is a part of the Division of Arts and Sciences, Community Services Department, City of Palo Alto. The current reporting structure is that the Art Center Director reports to the Assistant Director, Community Services Department, who in turn reports to the COO, Community Services Department, who in turn reports to the Acting Community Services Director, who in turn reports to the City Manager. Foundation Governance structure The Foundation staff have a direct-line reporting relationship to the Art Center Director, but report to the Board of Directors of the Foundation. Number of Foundation Board members/ Diversity 15 members. Members include a diverse mix of genders, ages, ethnicities and professions. Foundation Board Officers Two Co-Presidents, Vice President, Secretary, Treasurer, Past President Foundation Board committees/task forces Executive, Finance, Governance Foundation Emeritus Council 21 members 2019 Strategic Framework Approved by PAAC + PAACF June 2019 77 PALO ALTO ART CENTER / PALO ALTO ART CENTER FOUNDATION INSTITUTIONAL PROFILE AS OF NOVEMBER 2018 STAFF AND VOLUNTEERS Staff (FTE, PT, other) City-funded Staff 5 forty-hour, benefitted (one management and four SEIU regular) staff (two of these positions are partially funded by PAACF) 3 thirty-hour, benefited (SEIU regular) staff 19 hourly staff, a mix of SEIU hourly and limited hourly, 2 of whom are partially funded by PAACF (see org chart for details) Contractors who provide exhibition installation and registration help, and teach summer camps and adult classes. Foundation Staff 2 full time (Fundraising and Operations Manager, Development Director), 1 part-time CK assistant, and contract support (grant writer, CK instructors) Total Staff 29, approximately 15 FTE Support groups (Name, purpose, #s) The Palo Alto Art Center Foundation is a 501(c)3 fundraising / advocacy organization Volunteers (Type and #s) 800 active volunteers; approximately half are teens. Volunteers at the Art Center essentially provide support for all programs at the Center. 7892.17 hours $217,823.89 volunteer value Status of HR systems and policies The Art Center relies upon the City of Palo Alto for HR systems and policies. The City maintains extensive policies outlining conduct and protocol. The City also maintains performance appraisal forms and systems. The Art Center maintains its own staff handbook, onboarding procedures, and a “respect in the workplace” policy. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 78 PALO ALTO ART CENTER / PALO ALTO ART CENTER FOUNDATION INSTITUTIONAL PROFILE AS OF NOVEMBER 2018 PUBLIC PROGRAMS & SERVICES Exhibitions How many: temporary, traveling exhibitions on and off site) The Art Center generates all its exhibitions internally. The Center relies upon an exhibition philosophy statement, which program staff review and update every few years. The Art Center presents exhibitions in the Fall and Winter quarters, then the annual youth art/Cultural Kaleidoscope exhibition in spring, and a summer exhibition. The Art Center also manages a community gallery in the children’s wing, which focuses on community exhibitions and showcases the work of community partners (e.g., Eastside Prep, Camera Club, Abilities United). Public programs (Name/type of programs, target audience(s)) Family Days—families—draw 200 to 600 people Teen Takeover events—teens—draw approximately 50 teens per events Friday Night at the Art Center—adults and young professionals—draw 200-600 per event Lectures, panel discussions—draw 30-40 adult art enthusiasts Class and workshop programs—distinct audiences based upon programs Visitor services The Art Center maintains a strong commitment to customer service, with dedicated visitor service staff members. From time to time, program staff members participate in visitor services office hours by working the Art Center front desk. Online activities (e.g., website, blogs, Facebook, Twitter, etc.) The Art Center maintains a website and active social media presence (Facebook, Twitter, Instagram). Special public events (e.g., festivals, open houses, etc.) The Center hosts a diverse range of public events every year. The Clay and Glass Festival draws more than 10,000 people to the Center in July. The Great Glass Pumpkin Patch attracts 5,000 people to the Center in September. Family Days are hosted throughout the year. Several Friday Night at the Art Center programs are hosted annually. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 79 PALO ALTO ART CENTER / PALO ALTO ART CENTER FOUNDATION INSTITUTIONAL PROFILE AS OF NOVEMBER 2018 PUBLIC PROGRAMS & SERVICES, cont. Significant partnerships/ collaborations The Art Center maintains strong partnerships with more than 40 organizations in the community. Partnership relationships range from co-presenters for some of our major special events (e.g., The Association of Clay and Glass artists for the Clay and Glass Festival; the Bay Area Glass Institute for the Great Glass Pumpkin Patch) to co-presenters for public programs (e.g., the Society for the Art and Cultural Heritage of India, Palo Alto Library). The Center is currently working on a multiple-year partnership with the Junior Museum and Zoo on a diversity initiative. Other public services The Art Center Foundation maintained the Gallery Shop for many years, but made a determination to abort operations with the departure of the Retail and Member Services Coordinator. Marketing and PR activities The Center employs a part-time Marketing Coordinator, who is responsible for writing and generating the weekly "This Week at the Art Center" newsletter and for writing specific stories about people involved in the Art Center for the newsletter and website. This position is also responsible for generating and distributing press releases about Art Center events and programs. A cross-functional team that includes the Director, the Program Assistant, the Marketing Coordinator, the Visitor Services Assistant, and any marketing intern meets weekly to discuss social media strategy and tactics. The Center uses GAIN for its social media editorial calendar and then maintains a long-term calendar with key story arcs throughout the year. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 80 PALO ALTO ART CENTER / PALO ALTO ART CENTER FOUNDATION INSTITUTIONAL PROFILE AS OF NOVEMBER 2018 PUBLIC PROGRAMS & SERVICES, cont. Evaluation/Visitor research Evaluation: The Art Center received an Organizational Enhancement Grant from the Packard Foundation to develop a culture of evaluation with consultant Erin Gong. As part of this process, Gong presented about evaluation at a staff meeting and led the staff in the development of program planning tools based upon the organization's Theory of Change and in creating an extensive "question bank" of survey questions in SurveyMonkey. In the past year, the Director worked to revisit these the program planning tools with staff and to develop updated survey instruments. Based upon grant funding, the Center has been able to employ professional evaluators for specific projects. Most recently, the Center engaged a professional evaluator to conduct an evaluation of the Play exhibition. An evaluator was contracted for the IMLS-funded Creative Ecology program. Visitor Research: The Art Center conducts a general visitor survey that asks for demographic information. Research and other curatorial activities The Art Center is a non-collecting institution. Exhibitions staff frequently conduct curatorial research related to upcoming exhibitions. Publications (journals, books, special publications, e-publications, etc.) The Art Center and Foundation publish a joint annual report that is sent to supporters and made available to the public. In the past, the Center placed an emphasis on traveling exhibitions and producing catalogues for those shows. With the reduction of our curator position to .75 FTE, limited staffing and revenue resources, and questions about ROI on both traveling shows and catalogues, we've focused our attention elsewhere. Art Center staff do contribute to publications (Lucy Larson recently contributed an article to Museum Education), and staff frequently present at conferences (AAM, CAM, WMA) about the work of the Art Center. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 81 PALO ALTO ART CENTER / PALO ALTO ART CENTER FOUNDATION INSTITUTIONAL PROFILE AS OF NOVEMBER 2018 CITY FACILITIES AND GROUNDS Facilities (List of buildings, description of use, % of public versus non- public space) The Art Center is housed in a 29,800 square foot facility that was originally built as City Hall for the City of Palo Alto. 6,000 feet of the total square footage is a basement accessible only to staff for storage. Most of the Center's square footage is public space (would estimate that 80% is public; 20% office space). The building includes a gallery, lobby, meeting room, auditorium, extensive studio spaces for adults and classrooms for children. Technology capacity and systems (Systems, hardware, software, maintenance, etc.) The City of Palo Alto maintains technology systems for the Art Center and the Palo Alto Art Center Foundation. Systems are maintained by the City of Palo Alto's Information Technology team. All staff are on laptop PCs. The Foundation uses and maintains a Salesforce Customer Relationship Management tool that is also accessed and utilized by City staff. The Center uses iContact as an email marketing tool. SAP is used by the City for purchasing and timecards. Other applications are general Microsoft Office tools. Grounds (General description and acreage) The Art Center is situated on a campus linked to the Rinconada Library and Rinconada Park. The site was designed as a civic center space when the facility was built in the early 1950s as City Hall. The site includes large expanses of grass, numerous heritage trees, and open space. Interior garden spaces at the Art Center include the Sculpture Garden and the Historic Courtyard. There are several works of public art on the campus, including a large-scale temporary Patrick Dougherty sculpture that was created in 2016. We do not currently have acreage information about the property. Status of safety, emergency/disaster, and security systems The Art Center participates in the City of Palo Alto's emergency procedures. In addition, the Center maintains its own emergency preparedness programs. These include an emergency plan for exhibitions and artwork, an emergency evacuation plan (the Center conducts an annual evacuation drill), and emergency supplies. Public accessibility The Art Center's facility renovation in 2012 ensured the building was fully ADA-compliant. Parking and public transportation The Art Center has ample free parking in two lots directly adjacent to the building. Additional free parking is available in the neighborhood. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 82 PALO ALTO ART CENTER / PALO ALTO ART CENTER FOUNDATION INSTITUTIONAL PROFILE AS OF NOVEMBER 2018 FINANCIAL INFORMATION City financial support/ annual budget Approximately $1.3M City in-kind services To PAACF: office space, IT, phones, copiers, postage Foundation annual budget (combination of individual donors, corporate support, grants, fundraising events, investments, and other earned revenue) FY18 Total Revenue: $644,484 Endowments/trusts (Amount of interest generated per annum) No PAACF endowment. Legacy gift to the City continues to fund Art Center ceramics programs. Capital projects The Art Center facility went through an extensive renovation in 2012, the result of a $4.7M capital campaign. 2019 Strategic Framework Approved by PAAC + PAACF June 2019 83 PALO ALTO BAY AREA PENINSULA OUT CFA PL CK VP TEEN FD FNAC ASP IP EXH GGPP Program List OUT – Outreach Programs FD - Family Days CFA - Children's Fine Art CK - Cultural Kaleidoscope PL - Project Look TEEN - Teen Programs IP - Internship Program ASP - Adult Studio Program VP - Volunteer Program GGPP – Great Glass Pumpkin Patch FNAC – Friday Night at the Art Center EXH – Exhibitions PROGRAM ASSESSMENT RESULTS / GEOGRAPHIC AUDIENCE DISTRIBUTION CHART March 2019 2019 Strategic Framework Approved by PAAC + PAACF June 2019 84 FAMILIES YOUNG PROFESSIONALS TEENS / TWEENS LIFELONG LEARNER SCHOOL / STUDENTS / TEACHERS ARTISTS PALO ALTO DIVERSITY Program List OUT – Outreach Programs FD - Family Days CFA - Children's Fine Art CK - Cultural Kaleidoscope PL - Project Look TEEN - Teen Programs IP - Internship Program ASP - Adult Studio Program VP - Volunteer Program GGPP – Great Glass Pumpkin Patch FNAC – Friday Night at the Art Center EXH – Exhibitions PROGRAM ASSESSMENT RESULTS / AUDIENCE VP CFA OUT GGPP FD ASP FNAC VP EXH TEEN EXH VP ASP EXH GGPP FNAC EXH PL CK IP GGPP VP ASP EXH FNAC March 2019 2019 Strategic Framework Approved by PAAC + PAACF June 2019 85 CFA ASP VP TEEN FNAC PL CK FD GGPP PROGRAM ASSESSMENT RESULTS / MISSION IMPACT + FINANCIAL SUSTAINABILITY Program List OUT – Outreach Programs FD - Family Days CFA - Children's Fine Art CK - Cultural Kaleidoscope PL - Project Look TEEN - Teen Programs IP - Internship Program ASP - Adult Studio Program VP - Volunteer Program GGPP – Great Glass Pumpkin Patch FNAC – Friday Night at the Art Center EXH – Exhibitions Profitability ($) Keep! (High mission impact, high profitability) Adjust (High mission impact, low profitability) Eliminate (Low mission impact, low profitability) Evaluate (Low mission impact, high profitability) Low High Low High Mi s s i o n I m p a c t IP OUT EXH March 2019 2019 Strategic Framework Approved by PAAC + PAACF June 2019 86 APPENDIX F: INTERVIEWEES + PARTICIPANTS Staff and Foundation Board were both interviewees and participants, and the others were interviewed only. Interviews were conducted in October, 2018, and thus the position titles below reflect their position at that time. PAAC/PAACF Staff Karen Kienzle, Director Grace Abuskarkh, Director of Volunteer Engagement Sarah Carle, Contract Grantwriter Selene Foster, Curator Ken Heiman, Marketing Coordinator Shae Iwasaki, Director of School and Teacher Programs Karen Kwan, Development Director Lucy Larson, Director of Education Denise Laxen Di Zazzo, Family and Teen Programs Coordinator Caitlyn Marianacci, Children’s Fine Art Assistant Rebecca Passarello, Children’s Fine Art Coordinator Suzanne Ramirez, Visitor Services II Fanny Retsek, Studio Program Manager Celina Sandoval-Gallo, Visitor Services I Amanda Salisbury, Visitor Services Assistant Anna Soland, Exhibitions Coordinator Paige Sweetin, Fundraising and Operations Manager PAAC Foundation Board Sally Glaser, Co-President Judy David, Co-President Gurmeet Lamba, Vice President Barbara Carman, Secretary Marcia Pugsley, Past President Cynthia Cole Nicole O’Malley Bhaskar Rangarajan Jonathan Whitmore Christina Wong PAACF Emeritus Council Pat Bashaw Bern Beecham Melissa Caswell Judith Content Anne Gregor Iris Korol Susan Rosenberg Meera Saxena Jan Schachter Carolyn Tucher 2019 Strategic Framework Approved by PAAC + PAACF June 2019 87 Volunteers Meera Bharat Helena Cirne Jane Gee Carol Gilbert Sua Kim Michelle Mazzuchi Dorothy Reller Denise Savoie Sophia Zhang Donors + Members Peggy Dalal Anne Dauer Sue Diekman Kathy Miller Susie Richardson Dorothy Saxe Mara Wallace City of Palo Alto John Aikin, Director, Palo Alto Junior Museum and Zoo Rob De Geus, Assistant City Manager Rhyena Halpern, Assistant Director, Community Services Department Alex Hamilton, Director of Education, Palo Alto Junior Museum and Zoo Tina Keegan, Exhibits Director, Palo Alto Junior Museum and Zoo Monique le Conge Ziesenhenne, Director, Library and Community Services Department Kristen O’Kane, COO Community Representatives Ellen Clear, Program Officer, Packard Foundation Li Ezell, Arts Program Manager, Ravenswood Education Foundation Shawna Hamilton, Yellow Chair Foundation Angela Karamian, Art Teacher, Costano, Turn Around Arts School Faith Kwon, Elementary Teacher, CK Participant Jessica Mele, Program Officer, Hewlett Foundation Renu Nanda, Executive Director, Ravenswood Education Foundation Cammie Vail, Executive Director, Palo Alto Community Fund City of Palo Alto (ID # 10465) City Council Staff Report Report Type: Special Orders of the Day Meeting Date: 8/5/2019 City of Palo Alto Page 1 Summary Title: Proclamation Supporting National Night Out 2019 Title: Proclamation Recognizing National Night Out 2019 From: City Manager Lead Department: Police Attachments: • Attachment A: Proclamation Honoring 2019 National Night Out Proclamation NATIONAL NIGHT OUT 2019 WHEREAS, the Palo Alto Police Department will be participating in the nationwide crime, drug and violence prevention program on August 6, 2019, entitled “National Night Out;” and WHEREAS, the “36th Annual National Night Out” provides an opportunity for the City of Palo Alto to join forces with thousands of other communities across the country in promoting cooperative, police- community crime prevention efforts; and WHEREAS, the local neighborhood and homeowners’ associations play a vital role in assisting the Palo Alto Police Department through joint crime, drug and violence prevention efforts in the City of Palo Alto and is supporting “National Night Out 2019” locally; and WHEREAS, it is essential that all citizens of Palo Alto be aware of the importance of crime prevention programs and the impact that their participation can have on reducing crime, drugs and violence in Palo Alto; and WHEREAS, police-community partnerships, neighborhood safety, awareness and cooperation are important themes of the “National Night Out” program NOW, THEREFORE, I, Eric Filseth, the Mayor of the City of Palo Alto, do hereby call upon all residents of the City of Palo Alto to participate in “National Night Out” on Tuesday, August 6, 2019. Presented: August 5, 2019 ______________________________ Eric Filseth Mayor CITY OF PALO ALTO OFFICE OF THE CITY CLERK August 5, 2019 The Honorable City Council Attention: Finance Committee Palo Alto, California Approval of Action Minutes for the June 17 and 24, 2019 Council Meeting Staff is requesting Council review and approve the attached Action Minutes. ATTACHMENTS: • 06-17-19 DRAFT Action Minutes (PDF) • 06-24-19 DRAFT Action Minutes (PDF) Department Head: Beth Minor, City Clerk Page 2 CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 8 Special Meeting June 17, 2019 The City Council of the City of Palo Alto met on this date in the Council Chambers at 5:00 P.M. Present: Cormack, DuBois, Filseth, Fine, Kniss, Kou, Tanaka Absent: Closed Session 1. CONFERENCE WITH CITY ATTORNEY- EXISTING LITIGATION Subject: Gustavo Alvarez v. City of Palo Alto, et al. United States District Court, Northern District of California, Case No. 5:19-cv-02328-NC Authority: Government Code Section 54956.9(d)(1). 2. CONFERENCE WITH LABOR NEGOTIATORS City Representatives: City Manager and his Designees Pursuant to Merit System Rules and Regulations (Ed Shikada, Molly Stump, Kiely Nose, Rumi Portillo) Unrepresented Employee Group: Management, Professional and Confidential Employees Authority: Government Code Section 54957.6. MOTION: Council Member Kniss moved, seconded by Vice Mayor Fine to go into Closed Session. MOTION PASSED: 7-0 Council went into Closed Session at 5:02 P.M. Council returned from Closed Session at 6:52 P.M. Mayor Filseth announced no reportable action. Agenda Changes, Additions and Deletions None. DRAFT ACTION MINUTES Page 2 of 8 City Council Meeting Draft Action Minutes: 06/27/2019 Minutes Approval 3. Approval of Action Minutes for the May 20, 2019 Council Meeting. MOTION: Mayor Filseth moved, seconded by Council Member Kniss to approve the Action Minutes for the May 20, 2019 Council Meeting. MOTION PASSED: 7-0 Consent Calendar MOTION: Vice Mayor Fine moved, seconded by Council Member Kniss to approve Agenda Item Numbers 4-9. 4. Approval of Contract Number C19174797 With Palo Alto Housing Corporation for the Provision of Below Market Rate (BMR) Administration Services for $290,000 Over a Two-year Period. 5. Approval of a Side Letter With the Palo Alto Peace Officers’ Association (PAPOA) Regarding Trainee pay Rates-administrative Cleanup. 6. Approval of an Exemption From Competitive Solicitation and Approval of Contract Number C19175498 With Integrated Design 360 for Development and Support of: 1) Sustainability Implementation Plan, 2) Green Building Program, 3) Deconstruction and Source Separation Program, 4) Dewatering Monitoring Program, and 5) Utilities On-call Services Through June 30, 2020 for a Total Not-to-Exceed Amount of $576,000. 7. Request for Authorization to Increase the Existing Legal Services Agreement With the Law Firm of Jarvis, Fay & Gibson for Litigation Defense Services by an Additional $200,000 for a Total Not-to-Exceed Amount of $695,000, and to Extend the Term of the Agreement to June 30, 2021. 8. Ordinance 5469 Entitled “Ordinance of the Council of the City of Palo Alto for Pickleball Courts at Mitchell Park (FIRST READING: June 3, 2019, PASSED: 7-0).” 9. Ordinance 5470 Entitled “Ordinance of the Council of the City of Palo Alto Amending the Zoning Map of the City of Palo Alto for 2321 Wellesley Street to Change the Zoning From R-1 (Single Family Residential) to RMD (NP) (Two Unit Multiple-family Residential District With Neighborhood Preservation Overlay) Zoning District (FIRST READING: June 3, 2019, PASSED 7-0).” DRAFT ACTION MINUTES Page 3 of 8 City Council Meeting Draft Action Minutes: 06/27/2019 MOTION PASSED: 7-0 Action Items 10. Ordinance 5471 Entitled “Ordinance of the Council of the City of Palo Alto for Fiscal Year 2020, Including Adoption of the Operating and Capital Budgets and the Municipal Fee Schedule.” MOTION: Council Member DuBois moved, seconded by Council Member Kniss to: A. Adopt the Fiscal Year 2020 Budget Ordinance, which includes: i. City Manager’s Fiscal Year 2020 Proposed Operating and Capital Budgets, previously distributed at the April 22nd City Council meeting; ii. Amendments to the City Manager’s Fiscal Year 2020 Proposed Operating Budget; iii. Amendments to the City Manager’s Fiscal Year 2020 Proposed Capital Budget; iv. Fiscal Year 2020 City Table of Organization; v. Fiscal Year 2020 Municipal Fee Changes; B. Amend the Municipal Fee Cost Recovery Policy 1-57/ASD to include language clarifying that certain types of fees are not subject to state laws limiting fees to cost recovery; and C. Accept the 2020-2024 Capital Improvement Plan including: the addition of the Automated Parking Guidance System to the 2014 Council approved Infrastructure Plan, allocation of new hotel Transient Occupancy Tax (TOT) revenues, and the November 2018 voter approved increase in TOT revenues towards ensuring sufficient funding for this plan; and D. Return to the Finance committee to strategize the use of uncommitted fund from the Stanford University Medical Center (SUMC) Development Agreement. Public Hearing opened at 8:08 P.M. Public Hearing closed at 8:13 P.M. DRAFT ACTION MINUTES Page 4 of 8 City Council Meeting Draft Action Minutes: 06/27/2019 INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to continue with $660,000 budgeted for the TMA but increase the funding by $90,000 for a total amount of $750,000 for a period of one year. AMENDMENT: Council Member Kou moved, seconded by Council Member XX to allocate $50,000 from the Council Contingency Fund to engage someone who can assist the City with development of programs for persons with disabilities. AMENDMENT WITHDRAWN BY THE MAKER AMENDMENT: Council Member Tanaka moved, seconded by Council Member XX to allocate $50,000 from the Council Contingency Fund toward surveying residents. AMENDMENT FAILED DUE TO THE LACK OF A SECOND AMENDMENT: Council Member Tanaka moved, seconded by Council Member XX to reduce budget expenditures by $18.4 million. AMENDMENT FAILED DUE TO THE LACK OF A SECOND INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to allocate $72,000 from the Council Contingency Fund toward business development and engagement. MOTION AS AMENDED: Council Member DuBois moved, seconded by Council Member Kniss to: A. Adopt the Fiscal Year 2020 Budget Ordinance, which includes: i. City Manager’s Fiscal Year 2020 Proposed Operating and Capital Budgets, previously distributed at the April 22nd City Council meeting; ii. Amendments to the City Manager’s Fiscal Year 2020 Proposed Operating Budget; iii. Amendments to the City Manager’s Fiscal Year 2020 Proposed Capital Budget; iv. Fiscal Year 2020 City Table of Organization; v. Fiscal Year 2020 Municipal Fee Changes; DRAFT ACTION MINUTES Page 5 of 8 City Council Meeting Draft Action Minutes: 06/27/2019 B. Amend the Municipal Fee Cost Recovery Policy 1-57/ASD to include language clarifying that certain types of fees are not subject to state laws limiting fees to cost recovery; C. Accept the 2020-2024 Capital Improvement Plan including: the addition of the Automated Parking Guidance System to the 2014 Council approved Infrastructure Plan, allocation of new hotel Transient Occupancy Tax (TOT) revenues, and the November 2018 voter approved increase in TOT revenues towards ensuring sufficient funding for this plan; D. Return to the Finance Committee to strategize the use of uncommitted funds from the Stanford University Medical Center (SUMC) development agreement; E. Continue with $660,000 budgeted for the TMA, but increase the funding by $90,000 from the University Avenue Parking Permit Fund for a total amount of $750,000 for a period of one year; and F. Allocate $72,000 from the Council Contingency toward business development and engagement services. MOTION AS AMENDED PASSED: 6-1 Tanaka no Council took a break at 9:35 P.M. and returned at 9:46 P.M. 11. PUBLIC HEARING & PROPOSITION 218 HEARING: Staff Recommendation That the City Council Adopt the Following Resolutions: Resolution 9837 Entitled “Resolution of the Council of the City of Palo Alto Approving the Fiscal Year (FY) 2020 Electric Utility Financial Plan;” Resolution 9838 Entitled “Resolution of the Council of the City of Palo Alto Adopting an Electric Rate Increase and Amending Utility Rate Schedules E-1, E-2, E-2-G, E-4, E-4-G, E-4 TOU, E-7, E-7-G, E-7 TOU, E-14, E-EEC and E-NSE;” Resolution 9839 Entitled “Resolution of the Council of the City of Palo Alto Approving the FY 2020 Gas Utility Financial Plan;” Resolution 9840 Entitled “Resolution of the Council of the City of Palo Alto Adopting a Gas Rate Increase and Amending Utility Rate Schedules G-1, G-2, G-3 and G-10;” Resolution 9841 Entitled “Resolution of the Council of the City of Palo Alto Approving the FY 2020 Wastewater Collection Utility Financial Plan;” Resolution 9842 Entitled “Resolution of the Council of the City of Palo Alto Adopting a Wastewater Collection Rate Increase and Amending Utility Rate Schedules S-1, S-2, S-6 and S-7;” Resolution 9843 Entitled “Resolution of the Council of the City of Palo alto Approving the FY 2020 Water Utility Financial Plan;” Resolution 9844 Entitled “Resolution of the Council of the City of Palo DRAFT ACTION MINUTES Page 6 of 8 City Council Meeting Draft Action Minutes: 06/27/2019 Alto Adopting a Water Rate Increase and Amending Utility Rate Schedules W-1, W-2, W-3, W-4 and W-7;” Resolution 9845 Entitled “Resolution of the Council of the City of Palo Alto Amending Utility Rate Schedule D-1 to Increase Storm Drain Rates 4.5 Percent per Month per Equivalent Residential Unit for FY 2020;” Resolution 9846 Entitled “Resolution of the Council of the City of Palo Alto Adopting a Dark Fiber Rate Increase of 4.5 Percent;” and Amending Utility Rate Schedules EDF-1 and EDF-2. Public Hearing opened and closed without public comment at 9:51P.M. MOTION: Mayor Filseth moved, seconded by Council Member DuBois to approve and adopt the following Resolutions: A. Approving the Fiscal Year 2020 Electric Financial Plan and proposed transfers; B. Adopting an Electric Rate Increase and Amending Utility Rate Schedules E-1, E-2, E-2-G, E-4, E-4-G, E-4 TOU, E-7, E-7-G, E-7 TOU, E-14, E- EEC and E-NSE; C. Approving the Fiscal Year 2020 Gas Utility Financial Plan and proposed transfers; D. Adopting a Gas Rate Increase and Amending Utility Rate Schedules G- 1, G-2, G-3 and G-10; E. Approving the Fiscal Year 2020 Wastewater Collection Utility Financial Plan and proposed transfers; F. Adopting a Wastewater Collection Rate Increase and Amending Utility Rate Schedules S-1, S-2, S-6 and S-7; G. Approving the Fiscal Year 2020 Water Utility Financial Plan and proposed transfers; H. Adopting a Water Rate Increase and Amending Utility Rate Schedules W-1, W-2, W-3, W-4 and W-7; I. Amending Utility Rate Schedule D-1 to Increase Storm Water Management Fee Rates by 4.5 Percent per Month per Equivalent Residential Unit for Fiscal Year 2020; and J. Adopting a Dark Fiber Rate Increase of 4.5 Percent and Amending Utility Rate Schedules EDF-1 and EDF-2. DRAFT ACTION MINUTES Page 7 of 8 City Council Meeting Draft Action Minutes: 06/27/2019 MOTION SPLIT FOR THE PURPOSE OF VOTING MOTION: Mayor Filseth moved, seconded by Council Member DuBois to approve and adopt the following Resolutions: E. Approving the Fiscal Year 2020 Wastewater Collection Utility Financial Plan and proposed transfers; and F. Adopting a Wastewater Collection Rate Increase and Amending Utility Rate Schedules S-1, S-2, S-6 and S-7. MOTION PASSED: 7-0 MOTION RESTATED: Mayor Filseth moved, seconded by Council Member DuBois to approve and adopt the following Resolutions: A. Approving the Fiscal Year 2020 Electric Financial Plan and proposed transfers; B. Adopting an Electric Rate Increase and Amending Utility Rate Schedules E-1, E-2, E-2-G, E-4, E-4-G, E-4 TOU, E-7, E-7-G, E-7 TOU, E-14, E- EEC and E-NSE; C. Approving the Fiscal Year 2020 Gas Utility Financial Plan and proposed transfers; D. Adopting a Gas Rate Increase and Amending Utility Rate Schedules G- 1, G-2, G-3 and G-10; G. Approving the Fiscal Year 2020 Water Utility Financial Plan and proposed transfers; H. Adopting a Water Rate Increase and Amending Utility Rate Schedules W-1, W-2, W-3, W-4 and W-7; I. Amending Utility Rate Schedule D-1 to Increase Storm Water Management Fee Rates by 4.5 Percent per Month per Equivalent Residential Unit for Fiscal Year 2020; and J. Adopting a Dark Fiber Rate Increase of 4.5 Percent and Amending Utility Rate Schedules EDF-1 and EDF-2. MOTION PASSED: 5-2 Kou, Tanaka no DRAFT ACTION MINUTES Page 8 of 8 City Council Meeting Draft Action Minutes: 06/27/2019 12. Resolution 9847 Entitled “Resolution of the Council of the City of Palo Alto Amending Objective Standards for Wireless Communications Facilities in the Public Rights of Way (Continued From June 3, 2019) to Delete Inadvertently Added Language, Clarify Existing Standards, and Adopt an Interim Setback from Schools.” MOTION: Council Member Kou moved, seconded by Council Member XX to adopt the Resolution with the following changes: A. Take no Action on Standard 22; B. WCF nodes shall not be placed 1000 feet from any parcel containing a Grade K-12 school; and C. WCF shall not be placed within 300 feet of a residence. MOTION FAILED DUE TO THE LACK OF A SECOND MOTION: Council Member DuBois moved, seconded by Council Member Cormack to adopt a Resolution amending the recently adopted objective standards for Wireless Communications Facilities (WCFs) attached to wood utility poles in the public rights of way to delete a standard inadvertently included through an administrative error. MOTION PASSED: 6-1 Kou no Adjournment: The meeting was adjourned at 10:50 P.M. CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 12 Special Meeting June 24, 2019 The City Council of the City of Palo Alto met on this date in the Council Chambers at 5:06 P.M. Present: Cormack, DuBois, Filseth, Mayor Fine, Kniss, Kou, Tanaka Absent: Minutes Approval 1. Approval of Action Minutes for the June 3 and June 10, 2019 Council Meetings. MOTION: Council Member Cormack moved, seconded by Vice Mayor Fine to approve the Action Minutes for the June 3 and June 10, 2019 Council Meetings. MOTION PASSED: 7-0 Consent Calendar Council Member Kou registered a no vote on Agenda Item Number 30. Council Member Tanaka registered a no vote on Agenda Item Numbers 5, 18, 30. Council Member Cormack registered a no vote on Agenda Item Numbers 28 and 30. MOTION: Council Member Tanaka moved, seconded by Council Member Kou, third by Council Member XXXX to pull Agenda Item Number 30. MOTION FAILED DUE TO THE LACK OF A THIRD MOTION: Mayor Filseth moved, seconded by Vice Mayor Fine to approve Agenda Item Numbers 2-30A. 2. Policy and Services Committee Recommends the City Council Accept the Status Update of the Parking Funds Audit and Approve Consolidation of Residential Preferential Parking (RPP) Program Funds; and Approve Fiscal Year 2019 Budget Amendments in the Residential Parking Fund and the General Fund. DRAFT ACTION MINUTES Page 2 of 12 City Council Meeting Draft Action Minutes: 06/24/2019 3. Approval of Construction Contract Number C19174628 With AIMS Companies in the Amount of $1,732,250 for Phase 2 of the Cross Bore Verification, Inspection, and Assessment Program; and Authorization to Execute and Negotiate Related Change Orders in the Amount of $173,225, for a Total Not-to-Exceed Amount of $1,905,475. 4. Approval of Contract Number C19173720A With ARB, Inc. in the Amount of $1,886,682 for Gas Service Replacement Project Fiscal Year 2019, Capital Improvement Program Project GS-18000, and Authorization for the City Manager to Negotiate and Execute Related Change Orders Not- to-Exceed $94,334, for a Total Not-to-Exceed Amount of $1,981,016; and Approval of a Gas Capital Improvement Fund Budget Amendment. 5. Approval of Contract Number C19171363 With Professional Account Management, LLC dba Duncan Solutions, in an Amount Not-to-Exceed $627,000 Over a Five-year Term to Develop, Implement, Support and Maintain a Parking Permit and Citation Management System. 6. Approval of Professional Services Contract Number C19174525 With BKF Engineers in the Amount of $158,560 for Land Surveying Services, Including $14,400 for Additional Services, for a Total Not-to-Exceed Amount of $172,960. 7. Approval of a new Memorandum of Agreement Between the City of Palo Alto and Utilities Management Professional Association of Palo Alto (UMPAPA). 8. Approval of Amendment Number 1 to Contract Number C17162020 With West Coast Arborists Inc. for Tree Pruning and Removal Services, to Extend the Term by two Years (Through June 30, 2021) and add $2,657,084, for a new Total Not-to-Exceed Amount of $7,359,534; and Approval of a Fiscal Year 2020 Budget Amendment in the General Fund. 9. Approval of Amendment Number 2 to Contract Number C16162262 With Biggs Cardosa Associates, Inc., in the Amount of $466,569 to Provide Bidding and Construction Support Services for the Highway 101 Pedestrian/Bicycle Overpass Project (PE-11011), for a Total Not-to- Exceed Amount of $2,417,759; and Adoption of a Resolution 9848 Entitled “Resolution of the Council of the City of Palo Alto to Approve Modification of the Freeway Agreement Between the State of California and the City of Palo Alto.” 10. Approval of Contract Number C20175131 With O'Grady Paving, Inc. in the Amount of $1,836,214 to Provide Synthetic Turf Replacement and DRAFT ACTION MINUTES Page 3 of 12 City Council Meeting Draft Action Minutes: 06/24/2019 Track Installation Services for the Cubberley Track and Field Replacement Project, Capital Improvement Program Project CB-19000. 11. Adoption of the Fiscal Year 2020 Investment Policy. 12. Approval of Contract Number C19173981 With MIG, Inc. in the Amount of $89,860 for six Months for Environmental Analysis of the Baylands Comprehensive Conservation Plan. 13. Approval of Amendment Number 3 to Contract Number C14150694 With Mark Thomas & Company in the Amount of $100,058 for the Charleston- Arastradero Corridor Project, Capital Improvement Program Project (CIP) PE-13011. 14. Approval of an Agreement With Santa Clara Valley Water District in the Not-to-Exceed Amount of $258,450 for Concrete Channel Lining Repair Along Barron Creek. 15. Approval of Contract Number C19175329 With American Asphalt Repair and Resurfacing, Inc., in the Amount of $362,724, Plus a Five Percent Contingency for Unforeseen Expenses for Tennis Court Improvements at Rinconada Park to be Completed by August 9, 2019 (CIP PG-06001). 16. Approval of Amendment Number 2 to Contract Number C17166591 With Artist Susan Zoccola, LLC to Extend the Term to November 30, 2021 for the Design Development, Fabrication, and Installation of Artwork Associated With the Charleston-Arastradero Corridor Project. 17. Approval of two Revenue Contracts With the City of Los Altos and the Town of Los Altos Hills for the City of Palo Alto to Provide Animal Control and Shelter Services for an Additional Five-year Term. 18. Approval of a Contract With Peter Wegner in the Amount of $716,000 for a 3-year Term for Fabrication and Installation of Public Art at the new Public Safety Building. 19. Resolution 9849 Entitled “Resolution of the Council of the City of Palo Alto Setting the Appropriations Limit (GANN Limit) for Fiscal Year 2020.” 20. Approval of Contract Number C20175327 With Saviano Company, Inc. in the Amount of $471,768, Plus a 10 Percent Contingency for Unforeseen Expenses for Pickleball Court Additions and Tennis Court Improvements at Mitchell Park (Capital Improvement Project PG- 06001). DRAFT ACTION MINUTES Page 4 of 12 City Council Meeting Draft Action Minutes: 06/24/2019 21. Approval of a Cost Sharing Agreement With 2747-85 Park Boulevard, LLC, in the Amount of $610,026 to Provide Reimbursement for Traffic Signal Design and Construction Costs. 22. Policy and Services Committee Recommends the City Council Accept the Enterprise Resource Planning (ERP): Data Standardization Audit. 23. Policy and Services Committee Recommends the City Council Accept the Enterprise Resource Planning (ERP): Separation of Duties Audit. 24. Ordinance 5472 Entitled “Ordinance of the Council of the City of Palo Alto Amending Title 5 of the Palo Alto Municipal Code to Repeal Chapter 5.24 (Construction and Demolition Debris Diversion Facilities), and add a new Chapter 5.24, Entitled Deconstruction and Construction Materials Management, to Establish Regulations Related to the Management of Deconstruction and Construction Debris and Materials (FIRST READING: June 10, 2019 PASSED: 6-0 DuBois absent).” 25. Ordinance 5473 Entitled “Ordinance of the Council of the City of Palo Alto Amending Title 5 of the Palo Alto Municipal Code to Establish Regulations Related to Disposable Foodware Items and Other Disposable Products at Food Service Establishments (Chapter 5.30), and to Require the use of Compostable Produce Bags at Retail Service Establishments and Farmers Markets (Chapter 5.35) (FIRST READING: June 10, 2019 PASSED: 6-0 DuBois Absent).” 26. Approval of Amendment Number 1 to Contract Number C19172119 With Daryl D. Jones, Inc. dba Telecommunications Engineering Associates (TEA) for $60,000 to Provide Services to the Public Safety Building Architect and Additional Maintenance Costs for Fiscal Year 2019. 27. Approval of Amendment Number 3 to Contract Number C12142180 Between the City of Palo Alto (on Behalf of the Joint Powers Board) and Midpen Media Center for Public, Education and Government (PEG) Access Channel Support Services to Extend the Term to December 31, 2019. 28. Approval of Contract Number C19174653 With Interline Technologies LLC for Software Development Services, and Creation of the Commuter Wallet in Accordance With the Fair Value Commuting Project in Cooperation With the Federal Transit Administration for a Not-to-Exceed Amount of $184,040. 29. Approval of Amendment Number 2 to Contract Number C14152828 With MV Transportation to Extend the Term for six Months for $216,185 to DRAFT ACTION MINUTES Page 5 of 12 City Council Meeting Draft Action Minutes: 06/24/2019 Operate the Palo Alto Free Shuttle Service on the Existing Crosstown Shuttle Route Until December 2019. 30. Approval of Amendment Number 1 to Contract Number C18171057 With AECOM for Continued and Expanded Services for the Connecting Palo Alto Rail Grade Separation Effort and to Increase Compensation by $1,206,126 for a Total Not-to-Exceed Amount of $2,484,786. 30A. Adoption of a Revised Compensation Plan for Management and Professional Employees From July 1, 2019 Through June 30, 2020. MOTION PASSED FOR AGENDA ITEM NUMBERS 2-4, 6-17, 19-27, 29 30A: 7-0 MOTION PASSED FOR AGENDA ITEM NUMBER 5: 6-1 Tanaka no MOTION PASSED FOR AGENDA ITEM NUMBER 18: 6-1 Tanaka no MOTION PASSED FOR AGENDA ITEM NUMBER 28: 6-1 Cormack no MOTION PASSED FOR AGENDA ITEM NUMBER 30: 4-3 Cormack, Kou, Tanaka no Action Items 31. Resolution 9850 Entitled “Resolution of the Council of the City of Palo Alto Confirming Weed Abatement Report and Ordering Cost of Abatement to be a Special Assessment on the Respective Properties Described Therein.” Public Hearing opened and closed without public comment at 5:41 P.M. MOTION: Mayor Filseth moved, seconded by Council Member DuBois to adopt a Resolution confirming the report and ordering abatement costs to be a special assessment on the properties specified in the report. MOTION PASSED: 7-0 32. PUBLIC HEARING: to Hear Objections to the Levy of Proposed Assessments on the Palo Alto Downtown Business Improvement District (BID); Adoption of a Resolution 9851 Entitled “Resolution for the Council of the City of Palo Alto Confirming the Report of the Advisory Board and Levying Assessments for Fiscal Year 2020 on the Downtown Palo Alto Business Improvement District; and Adoption of a Budget Amendment in the Business Improvement District Fund.” DRAFT ACTION MINUTES Page 6 of 12 City Council Meeting Draft Action Minutes: 06/24/2019 Public Hearing opened and closed without public comment at 5:50 P.M. MOTION: Vice Mayor Fine moved, seconded by Council Member Kniss to: A. Approve the Resolution confirming the report of the Advisory Board and levying an assessment for Fiscal Year 2020 on the Downtown Palo Alto Business Improvement District; and B. Amend the Fiscal Year 2020 Budget Appropriation Ordinance for the Business Improvement District (BID) Fund by: i. Decreasing the revenue estimate by $52,500; ii. Decreasing the expense appropriation by $60,500; and iii. Increase the ending fund balance by $8,000. MOTION PASSED: 7-0 33. Ordinance Amending Chapter 5.20 (Refuse Collection) of Title 5 of the Palo Alto Municipal Code Related to the Storage, Sorting, Collection and Removal of Refuse, Including Restrictions on the Type and Color of Refuse Collection Bags and Other Modifications to Make Waste Sorting More Effective and Facilitate Monitoring; and Finding the Ordinance to be Exempt Under California Environmental Quality Act (CEQA). MOTION: Council Member Kniss moved, seconded by Council Member DuBois to: A. Find the Refuse Collection Ordinance is exempt from the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Sections 15307 and 15308; and B. Adopt the Refuse Collection Ordinance amending Chapter 5.20 of Title 5 of the Palo Alto Municipal Code (PAMC), related to the storage, sorting, collection and removal of refuse, including restrictions on the type and color of refuse collection bags and other modifications to make waste sorting more effective and facilitate monitoring. AMENDMENT: Council Member Tanaka moved, seconded by Council Member XXX to exempt businesses with fewer than 100 employees. MOTION FAILED DUE TO THE LACK OF A SECOND MOTION PASSED: 6-1 Tanaka no DRAFT ACTION MINUTES Page 7 of 12 City Council Meeting Draft Action Minutes: 06/24/2019 34. PUBLIC HEARING: Adoption of a Resolution 9852 Entitled “Resolution of the Council of the City of Palo Alto Amending Utilities Rate Schedules E- 15 (Electric Service Connections), W-5 (Water Service Connections), G- 5 (Gas Service Connections), S-5 (Sewer Service Connections), and C- 1 (Utility Miscellaneous Charges).” Public Hearing opened and closed without public comment at 6:15 P.M. MOTION: Mayor Filseth moved, seconded by Council Member Kniss to adopt the Resolution amending five Utilities rate schedules which set forth charges for utility connection and capacity charges and service calls: rate schedule E- 15 (Electric Service Connection Charges), W-5 (Water Service Connection Charges), G-5 (Gas Service Connection Charges), S-5 (Wastewater Service Connection Charges), and C-1 (Utility Miscellaneous Charges), effective September 1, 2019. MOTION PASSED: 6-1 Tanaka no MOTION: Council Member DuBois moved, seconded by Council Member Kniss to discuss Agenda Item Number 36 before Agenda Item Number 35. MOTION PASSED: 4-3 Filseth, Kou, Tanaka, no Council took a break at 6:36 P.M. and returned at 6:52 P.M. 36. Approval of: (1) the Re-issuance of the Fiber-to-the-Node (FTTN) Request for Proposals to Begin a Multi-phase Fiber Network Expansion to Support Advanced Metering Infrastructure (AMI), Supervisory Control and Data Acquisition (SCADA) Systems, and Wireless Communication Technologies for City Staff; and (2) the Sunsetting of the Fiber and Wireless Citizen Advisory Committee (CAC) and Assignment of the Utilities Advisory Commission (UAC) to Assume the Sole Advisory Role as the Public Input Forum for Fiber and Wireless Expansion for Proposed Phases 1 and 2. MOTION: Council Member DuBois moved, seconded by Council Member Kniss to: A. Approve the reissuance of a Fiber-to-the-Node (FTTN) Request for Proposals (RFP) to begin a multiphase fiber network expansion to support Advanced Metering Infrastructure (AMI), Supervisory Control and Data Acquisition (SCADA) systems, and wireless communication technologies for City operations. Additional tasks in the reissued RFP (to address AMI, SCADA, and FTTN) will include detailed engineering DRAFT ACTION MINUTES Page 8 of 12 City Council Meeting Draft Action Minutes: 06/24/2019 designs, construction cost estimates and construction bid support services, and: i. Direct Staff to return to Council with cost sharing plan; and B. Approve the assignment of the Utilities Advisory Commission (UAC) to assume the sole advisory role and serve as the public input forum for fiber and wireless expansion initiatives, and the sunsetting of the Fiber and Wireless Citizen Advisory Committee (CAC). MOTION PASSED: 6-1 Tanaka no 35. PUBLIC HEARING / QUASI-JUDICIAL. 1700 & 1730 Embarcadero Road [18PLN-00186]: Request for a Zoning Map Amendment, Site and Design Review and Design Enhancement Exception to Allow the Demolition of an Existing 18,000 Square Foot Vacant Restaurant Building and a 15,700 Square Foot Audi Service Building, and Construction of two new Automobile Dealerships Totaling 84,900 Square Feet. The Zoning Map Amendment Would Change the Zoning Designation From CS(D) and PC to CS(D)(AD) for Both Parcels. Environmental Assessment: Adoption of a Mitigated Negative Declaration, Including a Mitigation Monitoring and Reporting Program. The Planning and Transportation Commission Reviewed and Made a Recommendation for Approval on March 27, 2019. Public Hearing opened at 8:51 P.M. Public Hearing closed at 9:30 P.M. MOTION: Council Member Kou moved, seconded by Council Member XX to deny the project. MOTION FAILED DUE TO THE LACK OF A SECOND MOTION: Council Member Kou moved, seconded by Council Member DuBois to: A. Direct Staff that the Council intention is to rezone the property to ROLM(E)(D) (AD) overlay to accommodate the Mercedes/Audi dealerships; B. Direct Staff and the ARB to better incorporate the Baylands Master Plan guidance for this sensitive location in the Baylands and as a gateway to the Baylands: low, horizontal development, muted colors, parklike qualities of Embarcadero Road, signage, lighting, etc.; DRAFT ACTION MINUTES Page 9 of 12 City Council Meeting Draft Action Minutes: 06/24/2019 C. Direct Staff and ARB to retain the existing trees along East Bayshore and also provide the bike/ped path (not specifying the location); D. Direct Staff and ARB to reduce the height and perceived height of the building by reducing floor heights and stepping in the parapet from the edge of the building; E. Direct the applicant to provide the context drawings as required; F. Direct Staff and ARB to specify what security levels of lighting means and which lighting locations/fixtures would be utilizing this feature including bollard style fixtures and the impact on the Baylands; G. Direct Staff to confirm all lighting specs are provided to the ARB; H. Direct the ARB to address the list identified in the staff report as ARB concerns and any other considerations resulting from the changes directed by this Motion; I. Address FAR discrepancies that have been identified between and among various documents describing the project including the MND, staff report to Council, various; J. Direct Staff to provide responses from the airport land use committee; and K. Direct Staff to include a TDM program for the project as was requested of the prior auto dealership. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to delete from the Motion Parts A and D. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion new Part B, the language “work with the applicant on specifying the use of larger trees in key locations.” MOTION AS AMENDED RESTATED: Council Member Kou moved, seconded by Council Member DuBois to: A. Direct Staff and the ARB to better incorporate the Baylands Master Plan guidance for this sensitive location in the Baylands and as a gateway to the Baylands: low, horizontal development, muted colors, parklike qualities of Embarcadero Road, signage, lighting, etc.; B. Direct Staff and ARB to work with the applicant on specifying the use of larger trees in key locations; DRAFT ACTION MINUTES Page 10 of 12 City Council Meeting Draft Action Minutes: 06/24/2019 C. Direct the applicant to provide the context drawings as required; D. Direct Staff and ARB to specify what security levels of lighting means and which lighting locations/fixtures would be utilizing this feature including bollard style fixtures and the impact on the Baylands; E. Direct Staff to confirm all lighting specs are provided to the ARB; F. Direct the ARB to address the list identified in the staff report as ARB concerns and any other considerations resulting from the changes directed by this Motion; G. Address FAR discrepancies that have been identified between and among various documents describing the project including the MND, staff report to Council, various; H. Direct Staff to provide responses from the Airport Land Use Committee; and I. Direct Staff to include a TDM program for the project as was requested of the prior auto dealership. SUBSTITUTE MOTION: Council Member Kniss moved, seconded by Vice Mayor Fine to: A. Adopt the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program; B. Adopt the Ordinance changing the zoning district on the subject properties to CS(D)(AD); and C. Adopt the Record of Land Use Action approving the request for Site and Design and a Design Enhancement Exception based on findings and subject to the conditions of approval. D. Direct Staff and the ARB to better incorporate the Baylands Master Plan guidance for this sensitive location in the Baylands and as a gateway to the Baylands: low, horizontal development, muted colors, parklike qualities of Embarcadero Road, signage, lighting, etc.; E. Direct Staff and ARB to work with the applicant on specifying the use of larger trees in key locations; F. Direct the applicant to provide the context drawings as required; DRAFT ACTION MINUTES Page 11 of 12 City Council Meeting Draft Action Minutes: 06/24/2019 G. Direct Staff and ARB to specify what security levels of lighting means and which lighting locations/fixtures would be utilizing this feature including bollard style fixtures and the impact on the Baylands; H. Direct Staff to confirm all lighting specs are provided to the ARB; I. Direct the ARB to address the list identified in the staff report as ARB concerns and any other considerations resulting from the changes directed by this Motion; J. Address FAR discrepancies that have been identified between and among various documents describing the project including the MND, staff report to Council, various’ K. Direct Staff to provide responses from the Airport Land Use Committee; and L. Direct Staff to include a TDM program for the project as was requested of the prior auto dealership. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to remove from the Motion Part D the words “…low, horizontal development…” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to Motion Part C, “along with the correction as recommended by the Architectural Review Board.” SUBSTITUTE MOTION AS AMENDED RESTATED: Council Member Kniss moved, seconded by Vice Mayor Fine to: A. Adopt the Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program; B. Adopt the Ordinance changing the zoning district on the subject properties to CS(D)(AD); C. Adopt the Record of Land Use Action approving the request for Site and Design and a Design Enhancement Exception based on findings and subject to the conditions of approval, along with the correction as recommended by the Architectural Review Board; D. Direct Staff and the ARB to better incorporate the Baylands Master Plan guidance for this sensitive location in the Baylands and as a gateway to the Baylands: muted colors, parklike qualities of Embarcadero Road, signage, lighting, etc.; DRAFT ACTION MINUTES Page 12 of 12 City Council Meeting Draft Action Minutes: 06/24/2019 E. Direct Staff and ARB to work with the applicant on specifying larger trees in key locations; F. Direct the applicant to provide the context drawings as required; G. Direct Staff and ARB to specify what security levels of lighting means and which lighting locations/fixtures would be utilizing this feature including bollard style fixtures and the impact on the Baylands; H. Direct Staff to confirm all lighting specs are provided to the ARB; I. Direct the ARB to address the list identified in the staff report as ARB concerns and any other considerations resulting from the changes directed by this Motion; J. Address FAR discrepancies that have been identified between and among various documents describing the project including the MND, staff report to Council, various; K. Direct Staff to provide responses from the Airport Land Use Committee; and L. Direct Staff to include a TDM program for the project as was requested of the prior auto dealership. SUBSTITUTE MOTION AS AMENDED PASSED: 6-1 Kou no State/Federal Legislation Update/Action None Adjournment: The meeting was adjourned at 11:46 P.M. City of Palo Alto (ID # 10368) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/5/2019 City of Palo Alto Page 1 Summary Title: Adopt Resolution Authorizing Application for SB 2 Planning Grant Title: Adoption of a Resolution Authorizing the Filing of an Application to the State of California Housing and Community Development Department for the SB 2 Planning Grant Program; Environmental Assessment: Exempt Under CEQA Guidelines Section 15061(b)(3) From: City Manager Lead Department: Planning and Development Recommendation Staff recommends that the City Council adopt the Resolution Authorizing the City Manager or the City Manager’s Designee to Apply for the California Department of Housing and Community Development (HCD)’s SB 2 Planning Grants Program (PGP) in the Amount of $310,000 and if Awarded, Authorize the City Manager or the City Manager’s Designee to Execute the Standard Agreement. Executive Summary The 2017 Legislative Housing Package included 15 bills initiating new regulations and providing new financial resources aimed at addressing California’s housing crisis. The Housing Package provided statewide initiatives and regulations to streamline the approval process for housing development, including the creation of funding for housing. Senate Bill No. 2 imposed a fee on the recordation of real estate documents to provide funding to support affordable housing. The funds from the first year of the fees would be allocated to local governments via planning grants intended to help jurisdictions accelerate and facilitate housing production. Medium size jurisdictions such as Palo Alto can apply for and receive up to $310,000 for housing planning grants. Staff proposes to request the full $310,000 to fund up to two (2) projects: 1) development of resources, such as prototypes and guidelines, to facilitate production of Accessory Dwelling Units and 2) development of objective design and development standards for compliance with SB 35 and the Housing Accountability Act. The grant monies can be used to City of Palo Alto Page 2 fund a portion or all these projects at the discretion of the City as long as they result in encouraging housing production. Background Senate Bill No. 2 (SB 2), the Atkins, Building Homes and Jobs Act, made legislative findings and declarations to establish a permanent, ongoing source of funding to support the production of affordable housing. The bill, which became effective on January 1, 2018, gave Santa Clara County the ability to impose a recordation fee on real estate documents. For the recordation of each real estate document, the County can impose a fee of $75 (not to exceed $225) to each parcel of the real property. As a one-time component of SB 2, 50 % of the fees collected from all counties in 2018 were allocated to the SB 2 Planning Grants Program (PGP) funds, which is intended to provide technical and financial assistance to jurisdictions. The State distributes grant funds through a noncompetitive application process, to help jurisdictions finance the preparation, adoption or implementation of plans that streamline housing approvals or accelerate housing production. Additional information on the SB 2 PGP program can be found on the program webpage: http://hcd.ca.gov/grants-funding/active-funding/planning- grants.shtml. The California Department of Housing and Community Development (HCD) released a Notice of Funding Availability (NOFA) on March 28, 2019, identifying the amount of $123 million available to local governments under the SB 2 Planning Grants Program (PGP). Funding for each locality is based on population estimates published by the Department of Finance. The City of Palo Alto is defined as a medium size locality, with a population between 60,000 and 200,000 people, thus the maximum award the City can receive is $310,000. The table below shows the minimum and maximum award amounts for the three-different types of localities. Table 1: Minimum and Maximum Award Amounts All Localities Large Localities Medium Localities Small Localities More Than 200,000 People 60,000-200,000 People Less Than 60,000 People Minimum Award Amount $25,000 Maximum Award Amount: $625,000 Maximum Award Amount: $310,000 Maximum Award Amount: $160,000 Provided by HCD’s Minimum and Maximum Award Amounts To be eligible for a planning grant, the City’s proposed projects must demonstrate a nexus to housing production acceleration or meet the State’s proposed Priority Policy Area (PPA) categories. Applications proposing a project that falls into one of the PPA categories are looked City of Palo Alto Page 3 upon favorably; the project is automatically deemed as one that would accelerate housing production, and one that does not need to demonstrate further benefits or provide further documentation in the application. As defined by HCD, PPAs feature one of the following zoning, design, and policy characteristics: • Rezone to permit housing by-right • Objective design and development standards • Specific plans or form-based codes coupled with CEQA streamlining • Accessory dwelling units (ADU) or other low-cost building strategies • Expedited processing • Housing related infrastructure financing and fee reduction strategies As part of the grant application process, HCD requires that the City Council adopt a resolution authorizing application for, and receipt of, PGP funds. Discussion On February 12, 2018, City Council identified housing as a priority by adopting the Housing Work Plan (CMR #8945). The Housing Work Plan (Plan) includes policies, programs, and proposed changes to help increase the production of housing. The Plan aims to enable the production of 300 housing units per year to meet the goals of the Comprehensive Plan, which calls for 3,545 to 4,420 housing units to be built between the years of 2015 to 2030. After reviewing the Plan’s policies and programs that could directly contribute to an increase in the production of housing, staff has determined that the City’s priorities align with the SB 2 PGP’s priority policies. The SB 2 PGP funds are flexible and allow jurisdictions to use funds for the creation of programs and policies that facilitate housing production. Because the grant is intended to increase housing production, the City is given some flexibility in allocating the funding within the two identified projects if approved. The City can make modifications based on the final scopes of work and the ability to accomplish tasks given allocated funding and timeline. The two projects staff proposes for the PGP application are aimed at reviewing City’s objective and development standards and providing additional resources to encourage housing production. Both projects are consistent with the State’s PPAs, while one project has direct nexus to accelerating housing development. Priority Policy Areas (PPA) Project #1: Accessory Dwelling Unit (ADU) Resources | Estimated Project Cost $200,000 City of Palo Alto Page 4 According to the Santa Clara County Assessor’s Office’s existing land use, 71% or 14,792 of 20,904 parcels in City of Palo Alto have R-1 or single-family zoning designation. Single-family homes can provide opportunities to produce housing units through ADUs. If 25% of the property owners of these single-family homes were to build ADUs, the City could potentially provide over 3,698 more housing units. Accessory dwelling units can be affordable to construct and provide flexible housing options for homeowners to share independent living area with family members, allow seniors to age in place, or provide an extra source of income for the homeowner. Coupled with State legislation (SB 1069, AB 2299, and AB 2406) and the City’s adoption of the ADU Ordinance on May 8, 2017, ADU production has increased. In 2016, the City issued a total of five building permits. As of June, 20191 only half way through the year, the number of issued ADU permits has tripled; 14 building permits have been issued. Table 2: ADU Building Permits YEAR 2016 2017 2018 2019 # of Building Permit Issued for ADUs 5 12 36 14 Source: ADU Summary Report on Accela The City will facilitate ADU production through the development of useful guides, prototypes, and resources that equip homeowners undertaking construction of an ADU and expedite the permitting process. The City will produce or update resources, such as: create a website for property owners, develop a submittal checklist across all City departments, provide a project calculator, work with stakeholders and develop pre-approved construction details and if feasible with allocated grant funding, prototypes of architectural designs that property owners may apply toward ADU construction. Project #2 Objective Design and Development Standards for SB 35 and HAA | Estimated Project Cost $110,000 The 2017 Housing Bills, including SB 35 and as well as revisions to the Housing Accountability Act, allow certain projects that meet affordability requirements and objective standards to be eligible for a streamlined review process within 90 days or 180 days, while also meeting other statutory requirements. Such projects can only be subject to a ministerial review process, unlike the discretionary review process typical for planning permits. Therefore, projects can only be reduced or denied based on “objective standards” or a specific adverse effect on health and safety. Objective standards as defined by the State are “standards that involve no personal or subjective judgment by a public official and are uniformly verifiable by reference to an external and uniform benchmark or criterion available and knowable by both the development applicant 1 ADU building permits issued as of June 2019 according to Accela. City of Palo Alto Page 5 and the public official prior to submittal.” Currently, Title 18 of the Palo Alto Municipal Code contains objective standards but also subjective standards and guidelines such as the architectural review standards and context-based design criteria. The City must identify and revise subjective guidelines into objective standards to have these standards apply to qualifying ministerial projects. The City will identify and prioritize which subjective guidelines in Title 18 need to be modified to serve as objective standards for housing projects. In addition, the City will propose modifications to findings and standards set forth in Title 18 and lastly clarify the SB 35 application process for applications through the preparation of forms and submittal requirements. Proposed changes to Title 18 will be reviewed by the Planning and Transportation Commission and Architectural Review Board, prior to City Council review and adoption. The deadline for the SB 2 PGP application is November 30, 2019. Applications are accepted and reviewed on a rolling basis and can be submitted as early as March 28, 2019, when the NOFA was released. If the City were successful on both applications in the full amount of $310,000, the standard agreement between the State and the City would be effective until June 30, 2022. POLICY IMPLICATIONS The planning projects proposed in the grant application are consistent with the Comprehensive Plan and Housing Element. The actions recommended in this report would implement the City’s adopted 2015-2023 Housing Element policies and programs supporting the development of housing production, diversity of the City’s housing stock and ADU development. Additionally, the Housing Element and the Comprehensive Plan provides specific goals and programs to encourage such planning projects. Below are Housing Element and Comprehensive Plan goals, policies, and programs related to each proposed planning project. Project #1: Accessory Dwelling Units (ADUs) Resources 2015-2023 Housing Element • Goal H1, directs the preservation of the unique character of the city’s residential neighborhoods • Programs H1.1.2 and H3.3.5, both encourage modifying existing second unit development standards in the Zoning Code, to facilitate the creation of additional ADUs while maintaining neighborhood character and increasing the City’s affordable housing supply Comprehensive Plan 2030 City of Palo Alto Page 6 • Policy H1.1.2, Considers modifying standards for second units where consistent with maintaining the character of existing neighborhoods” • Policy L-2.3, encourage diverse, inclusive community, allow, and encourage a mix of housing types and sizes, integrated into neighborhoods, and designed for greater affordability, particularly smaller housing types, such as studios, co-housing, cottages, clustered housing, accessory dwelling units and senior housing. • Policy L-2.7, supports efforts to retain housing that is more affordable in existing neighborhoods, including a range of smaller housing types • Policy L-1.4, encourages working with stakeholders to identify sites and facilitate opportunities for BMR housing and housing that is affordable Project #2: Objective Design and Development Standards for SB 35 and HAA 2015-2023 Housing Element • Program H3.3.1, when appropriate and feasible, require all City departments to expedite processes and allow waivers of development fees as a means of promoting the development of affordable housing Comprehensive Plan 2030 • Policy L-1.4, encourages working with stakeholders to identify sites and facilitate opportunities for BMR housing and housing that is affordable Resource Impact The City intends to apply for a State SB 2 Planning Grant Program for $310,000 to fund both projects, as described above. No other city resources, other than staff time are expected. Staff currently plans to only use grant funding up to the grant amount awarded and does not expect the need for any additional funds from City funds. Staff will return to Council to request a budget amendment to recognize the grant revenue and corresponding expense once the funding agreement is completed. Timeline With Council approval of the resolution, staff will submit the SB 2 application to the State. Depending on the volume of applications, the City will be notified within 30-60 days as to whether the application has been accepted. Thereafter, the City will have 30 days to execute a standard agreement with the State. Staff recommends that the City Council authorize the City Manager or his designee to sign the HCD’s Standard Agreement. Council adoption of the attached resolution would enable the City Manager to execute the agreement without returning to City Council. If both projects are supported by the State as projects to execute, staff would report out to Council with timeline to bring any ordinance changes related to Project #2 through a public review and hearing process. City of Palo Alto Page 7 Environmental Review The actions recommended in this report are exempt from review under the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Sections 15061(b)(3). The actions would initiate a planning process and are not determinative of any specific outcome. Any proposed changes to the Municipal Code resulting from the two proposed projects would be subject to CEQA public review process prior to Council adoption. Attachments: Attachment A: Draft SB 2 Resolution Attachment (DOCX) Attachment B: Draft SB 2 Application_2 (PDF) NOT YET ADOPTED RESOLUTION NO. 2019-XX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALO ALTO AUTHORIZING APPLICATION FOR, AND RECEIPT OF, SB 2 PLANNING GRANTS PROGRAM FUNDS WHEREAS, the State of California, Department of Housing and Community Development (Department) has issued a Notice of Funding Availability (NOFA) dated March 28, 2019, for its Planning Grants Program (PGP); and WHEREAS, the City Council of the City of Palo Alto desires to submit a project application for the PGP program to accelerate the production of housing and will submit a 2019 PGP grant application as described in the Planning Grants Program NOFA and SB 2 Planning Grants Program Guidelines released by the Department for the PGP Program; and WHEREAS, the Department is authorized to provide up to $1.2 million under the SB 2 Planning Grants Program from the Building Homes and Jobs Trust Fund for assistance to Counties (as described in Health and Safety Code section 50470 et seq. (Chapter 364, Statutes of 2017 (SB 2)) related to the PGP Program. NOW, THEREFORE, THE CITY COUNCIL THE CITY OF PALO ALTO RESOLVES AS FOLLOWS: SECTION 1. The City Manager is hereby authorized and directed to apply for and submit to the Department the 2019 Planning Grants Program application released March 28, 2019 in the amount of $310,000. SECTION 2. In connection with the PGP grant, if the application is approved by the Department, the City Manager is authorized to enter into, execute, and deliver a State of California Standard Agreement (Standard Agreement) for the amount of $310,000, and any and all other documents required or deemed necessary or appropriate to evidence and secure the PGP grant, the City’s obligations related thereto, and all amendments thereto (collectively, the “PGP Grant Documents”). SECTION 3. The City shall be subject to the terms and conditions as specified in the Standard Agreement, the SB 2 Planning Grants Program Guidelines, and any applicable PGP guidelines published by the Department. Funds are to be used for allowable expenditures as specifically identified in the Standard Agreement. The application in full is incorporated as part of the Standard Agreement. Any and all activities funded, information provided, and timelines represented in the application will be enforceable through the executed Standard Agreement. The City Council hereby agrees to use the funds for eligible uses in the manner presented in the application as approved by the Department and in accordance with the Planning Grants NOFA, the Planning Grants Program Guidelines, and 2019 Planning Grants Program Application. NOT YET ADOPTED SECTION 4. The City Manager is authorized and directed to execute the City of Palo Alto Planning Grants Program application, the PGP Grant Documents, and any amendments thereto, on behalf of the City as required by the Department for receipt of the PGP Grant. SECTION 5. The Council finds that this is not a project under the California Environmental Quality Act and, therefore, no environmental impact assessment is necessary. ADOPTED August 5th, 2019, by the City Council of the City of Palo Alto by the following vote: INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: __________________________ _____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: __________________________ _____________________________ Deputy City Attorney City Manager _____________________________ Director of Planning and Community Environment _____________________________ Director of Administrative Services SB 2 Planning Grants Program Application State of California Governor Gavin Newsom Alexis Podesta,Secretary Business,Consumer Services and Housing Agency Ben Metcalf,Director Department of Housing and Community Development 2020 West El Camino,Suite 500 Sacramento,CA 95833 Website:htbx//www.hcd.ca.qov/qrants-fundinq/active-fundinq/planninq qrants.shtml Email:sb2planninqcirant(hcd.ca.qov March 28,2019 Revised May 9,2019 SB 2 Planning Grants Application Planning Grants Program Application Packaging Instructions The applicant is applying to the Department of Housing and Community Development (Department)for a grant authorized underneath the Planning Grants Program (PGP)provisions of SB 2 (Chapter 364,Statutes of 2017).The PGP program is intended for the preparation,adoption,and implementation of plans that streamline housing approvals and accelerate housing production.Please refer to the SB 2 Planning Grants Program Guidelines and Notice of Funding Availability (NOFA)for detailed information on eligible activities,applicants,and awards.If you have questions regarding this application or the PGP,email sb2planningqranthcd.ca.gov. If approved for funding,this grant application will be a part of your Standard Agreement with the Department.In order to be considered for funding,all sections of this application, including attachments and exhibits if required,must be complete and accurate. Pursuant to Section X of the NOFA,all applicants must submit a complete,signed, original application package and an electronic copy on CD or USB flash drive containing the following documentation,in the order listed below,to the Department by the specified due date in the Notice of Funding Availability (NOFA)in order to be considered for award: 1)A complete,signed,original application (the Department will only accept this fillable pdf as the application)with the following attachments: a.Attachment 1:State and Other Planning Priorities (All applicants must submit this form to self-certify compliance) b.Attachment 2:Nexus to Accelerating Housing Production -NOTE:if the applicant is proposing pjjy Priority Policy Areas (PPA),as defined in section VIII, subsection (3)of the NOFA,do not fill out Attachment 2.However,if the applicant is proposing to fund PPAs AND other activities that are not considered PPAs,the application must demonstrate how these other activities have a nexus to accelerating housing production by filling out Attachment 2 of this application. 2)A fully executed resolution authorizing application for,and receipt of,PGP funds (see Attachment 3:Sample Resolution). 3)A fully executed Government Agency Taxpayer ID Form (available as a download from the SB 2 Planning Grants webpage at http://www.hcd.ca.qov/grants fundinq/active-fundinq/planninq-qrants.shtml). 4)If the applicant is partnering with another local government or other entity pursuant to Article II,Section 200 of the SB 2 Planning Grant Program Guidelines (the “Guidelines”),include a copy of the legally binding agreement. NOTE:All local governments must submit a separate,signed application package, notwithstanding whether it will partner with another form of government or entity.Only one application per locality will be accepted by the Department.Joint applications are not allowed. CA-HCD SB 2 PGP Page 2 of 15 2019 Year-I Grant Application SB 2 Planning Grants Application A.Applicant Information Pursuant to Article II,Section 200 of the Guidelines,local governments may partner through legally binding agreements with other forms of governments or entities.However,all local governments must submit separate, signed application packages that identify their respective responsibilities and deliverables,even ifpartnering with other entities. Is the applicant partnering with another eligible local government entity? ‘If Yes,the application package must include a fully executed copy of the legally binding No agreement.Provide the partners’name(s)and type(s)below for reference only. Complete the following Applicant information Applicant’s Name City of Palo Alto Applicant’s Agency Type Government Applicant’s Mailing Address 250 Hamilton Avenue City Palo Alto State California Zip Code 94301 County Santa Clara Website https://www.cityofpaloalto .org/ Authorized Representative Name Ed Shikada Authorized Representative Title City Manager Phone 650-329-2280 Fax I Email Ed.Shikada@CityofPaloAlto.org Contact Person Name Hang Huynh Contact Person Title Senior Planner,Housing Phone 650-329-2493 Fax Email Hang.Huynh@CityofPaloAlto.org Partner(s)Name (if applicable) Partner Agency Type Partner(s)Name (if applicable) Partner Agency Type Proposed Grant Amount $310,000 B.Applicant Certification As the official designated by the governing body,I hereby certify that if approved by HCD for funding through the Planning Grants Program (PGP),the City of Palo Alto assumes the responsibilities specified in the 2019 Notice of Funding Availability and PGP guidelines,and certifies that the information,statements,and other contents contained in this application are true and correct. Signature: __________________________________________ Name:Ed Shikada Date: ___________________ Title:City Manager CA-HCD SB 2 PGP Page 3 of 15 2019 Year-I Grant Application SE 2 Planning Grants Application C.Threshold Requirements Pursuant to Section 207(a)through (U)of the Guidelines,all applicants must meet the following threshold criteria in items 1-4 below to be eligible for an award. 1.Does the applicant have an adopted housing element found to be in substantial compliance by the Department on or before the date of the applicant’s submission of their SB 2 Planning Grant application? Yes Date of HCD Review Letter:1/20/15 EN0 D The Applicant requests HCD to consider housing element compliance threshold as met due to significant progress achieved in meeting housing element requirements. 2.Has the applicant submitted to the Department the Annual Progress Report (APR)for the current or prior year on or before the date of submission of their SB 2 Planning Grant application?j[Yes APR Date Submitted 171 2017 CY Report 3/20/18 2018 CY Report 3/29/19No 3.Is the applicant utilizing one of the Priority Policy Areas listed below (as defined in section VIII, subsection (3)of the NOFA)? *11the applicant is proposing Priority Policy Areas,do not fill out Attachment 2.However,if *Yes the applicant is proposing to fund PPAs AND other activities that are not considered PPAs,thevapplicationmustdemonstratehowtheseotheractivitieshaveanexustoacceleratinghousing production by filling out Attachment 2 of this a plication. Specific Plans or A Housing related .Objective design form based codes cce 5O infrastructureRezonetopermitDwellingUnitsorExpedited .and development coupled with financing and feeby-right other low-cost processingstandardsCEQA reduction .building strategiesstreamlining strategies If an applicant is not proposing Priority Policy Areas,the application must include an explanation D No and document the plans or processes’nexus and impact on accelerating housing production based on a reasonable and verifiable methodology and must submit Attachment 2 in the Application pursuant to section VIII,subsection (3)of the NOFA. D The applicant is proposing PPAs and other activities not considered PPAs and is demonstrating how these activities have a nexus to accelerating housing production by submitting Attachment 2. 4.Does the applicant demonstrate that the locality is consistent with State Yes /*NoPlanningorOtherPriorities,as certified in Attachment 1? *lfNo,consistency may be demonstrated through activities (not necessarily proposed for SB 2 funding)that were completed within the last five years,as certified in Attachment 1. 5.Is a completed and signed resolution included with the application package?Yes /NoSeeAttachment3,“Sample Resolution” CA-HCD SB 2 PGP Page 4 of 15 2019 Year-I Grant Application SB 2 Planning Grants Application D.Proposed Activities Checklist (Section VI,items (1)through (17)of the NOFA) Check all activities the locality is undertaking for their PGP efforts below.Activities must match Section E.Project Description,and Section F.Timeline and Budget. updates to general plans,community plans,specific plans,local planning related to implementation of sustainable communities strategies,or local coastal plans 2 updates to zoning ordinances 3 environmental analyses that eliminate the need for project-specific review 4 local process improvements that improve and expedite local planning a smaller geography with a significant impact on housing production including an overlay district, 5 project level specific plan or development standards modifications proposed for significant areas of a locality,such as corridors,downtown or priority growth areas 6 the creation or enhancement of a housing sustainability district pursuant to AB 73 (Chapter 371, Statutes of 2017) 7 workforce housing opportunity zone pursuant to SB 540 (Chapter 369,Statutes of 2017) 8 D zoning for by-right supportive housing,pursuant to Government Code section 65651 (Chapter 753, Statutes of 2018) zoning incentives for housing for persons with special needs,including persons with developmental disabilities 10 rezoning to meet requirements pursuant to Government Code Section 65583.2(c)and other rezoning “efforts to facilitate supply and affordability 11 rezoning for multifamily housing in high resource areas (according to Tax Credit Allocation Committee/Housing Community Development Opportunity Area Maps) 12 pre-approved architectural and site plans 13 regional housing trust fund plans 14 funding plans for SB 2 Year 2 going forward 15 infrastructure financing plans environmental hazard assessments;data collection on permit tracking;feasibility studies,site 16 analysis,or other background studies that are ancillary and part of a proposed activity with a nexus to accelerating housing production 17 Other activities demonstrating a nexus to accelerating housing production CA-HCD SB 2 PGP Page 5 of 15 2019 Year-i Grant Application SB 2 Planning Grants Application E.Project Description Provide a description of the project and the scope of work to be performed below.Use Appendix A for additional information if necessary.Note:If partnering with another local government or entity,be sure to clarify the responsibilities and deliverables of your locality pursuant to such partnership. The two proposed projects below both apply to the Priority Policy Area defined by the State.The City intends to utilize the SB 2 Planning Grants Program for the following planning goals and priorities: First,with limited developable land and the amount of existing single family homes,the City proposes to use SB 2 grant funding to fund the development of a user-friendly guides and tools to modernize and answer frequently asked questions of building an accessory dwelling unit (ADUs).The modernize tools and user-friendly guides can ease homeowners and help homeowners to understand the feasibility of building an ADU. Second,the City proposes to clean up existing zoning standards and guidelines to implement recent State legislation to prioritize and identify subjective guidelines that may need modification.Clarification of the guidelines will help facilitate development of housing. 1)Accessory Dwelling Units (ADU)or Other Low-Cost Building Strategies: Background:The City of Palo Alto has limited developable land,however,71%of the housing units in the City are single family homes.Given the challenges of developing housing and affordable housing, ADUs have been a unique and flexible option for homeowners to contribute to the housing crisis,If 25%of the single-family homes were to build an ADU on his or her parcel,potentially 3,698 alternative housing units can be produced.Currently,the City has an upward trajectory in issuing building permits for ADUs.Given the flexibility,and amount of single family homes,investing in resources to facilitate the production of ADUs is the best use of SB 2 Planning Grants. Scope:The City will use the funds through a competitively based procurement process to secure a consultant to develop a website,building cost calculator,idea book,pre-approved prototypes and submittal checklist for homeowners to understand and ease any uncertainty in building an ADU. Plans for Adoption and Implementation:The procurement process for consultant will begin in Fall 2019. Thereafter,staff will work on with the consultant on the timeline for deliverables,not to exceed June 30, 2022. Continue on page 14 of 15 CA-HCD SB 2 PGP Page 6 of 15 2079 Year-I Grant Application SB 2 Planning Grants Application F.Project Timeline and Budget Project Goal(s)To help 1)facilitate housing production by providing modernized,user-friendly resources and to complete a 2)Code Review to modify subjective standards Objective Responsible Party Esi Cost Begin End Deliverable PPA Notes 1)Assessment of all departments Other $30 000 9/1/79 1/1/20 Online checklist Yespniiirpmpntstnrehprkljct Develop web platform for ADU Other $50000 1/2/20 5/1/20 Online platform Yes Develop ADU building estimated Other S 40,000 5/2/20 8/1/20 Online user-friendly calculator Yes Develop idea book including Other 545,000 8)2/20 12/1/20 Outreach and materials Yes Modernize other AOU resource Other $35 000 12/2/20 3/1/21 Outreach and materials Yeslnnimpninunrinrunhirs Other N/A 2)Title 18 Code Review including Other $23 000 8/1/19 9/1/19 List of code changes needed Yesnnrrlinshnnwithstuff Develop SB 35 Checklist Other $2,000 9/1/19 10)1/19 Checklistfor planners and Yes Issues and Options Memo Other $12,000 11/1/19 2)1/20 Draft document Yes ARB Public Meetings Other $19,000.00 11/1/19 2/1/20 Consensus and approval of Yes Draft Ordinance Other $17,000 3/1/20 4/1/20 Draft documents Yes Objective standards Graphics and Other $24 000 3/1/20 4/1/20 Graphics and checklist YesCrrhiturtirulflhuvkiists PTC Public Meetings Other $7,000 4/1/20 6/1/20 Consensus andapproval of Yes City Council Public Meetings Other $6,000 7/1/20 8/1/20 Consensus and approval of Yes Total Est.Cost $310000 *Prirn.ityPolicy Area (PPA) CA-HCD SB 2 PGP Page 7 of 15 2019 Year-I Grant Application SB 2 Planning Grants Application G.Legislative Information District #Legislator Name 18 Representative Anna Eshoo Federal Congressional District 24 Assembly Member Marc Berman State Assembly District 13 Senator Jerry Hill State Senate District Applicants can find their respective State Senate representatives at https://www.senate.ca.qov/ and their respective State Assembly representatives at https:llwww.assembly.ca.qov/. CA-HCD SB 2 PGP Page 8 of 15 2079 Year-I Grant Application SB 2 Planning Grants Application Attachment 1:State and Other Planning Priorities Certification (Page 1 of 3) Pursuant to Section 201(d)of the Guidelines,all applicants must demonstrate that the locality is consistent with State Planning or Other Planning Priorities by certifying that at least one activity was completed in 1)State Planning Priorities (i.e.,Infill and Equity,Resource Protection,Efficient Development Patterns)or 2)Other Planning Priorities (i.e.,Affordability,Conservation,or Climate Change).Consistency may be demonstrated through activities (not necessarily proposed for SB 2 funding)that were completed within the last five years. Complete the following self-certification by selecting one or more of the policy areas in the following tables by inserting the date completed for each applicable action,briefly describing the action taken,and certifying. State Planning Priorities Date Completed Brief Description of the Action Taken Promote mull and Equity Rehabilitating,maintaining,and improving existing infrastructure that supports infill development and appropriate reuse and redevelopment of previously developed,underutilized land that is presently served by transit,streets,water,sewer,and other essential services,particularly in underserved areas. Program H2.1.4 provide incentive to development with smaller units to further facilitate infill 11/1 0/14 redevelopment of commercial sites with a residential component Seek or utilize funding or support strategies to facilitate opportunities for infill development. The City established Affordable Housing Fund Guidelines providing for low-to-moderate income8/1/15 housing opportunities of rehabilitation,new construction and conversion. Other (describe how this meets subarea objective) Promote Resource Protection Protecting,preserving,and enhancing the state’s most valuable natural resources,including working landscapes such as farm,range,and forest lands;natural lands such as wetlands,watersheds,wildlife habitats, and other wildlands;recreation lands such as parks,trails,greenbelts,and other open space;and landscapes with locally uni ue features and areas identified by the state as deserving special protection. The City adopted the following:2017 -Clean Bay Pollution Plan;2017 -Parks,Trail,Natural Open Space and Recreation Master Plan;and 2019 -Urban Forest Master Plan Actively seek a variety of funding opportunities to promote resource protection in underserved communities. All the City policies and programs are citywide and not community-specific.In addition to the above,5/1 8/1 9 latest policy adopted,Sea Level Rise Adaptation Policy Other (describe how this meets subarea objective) The City has adopted various plans addressing resource protection: 5/1 8/1 9 https:l/www.cityofpaloalto.orglservices/sustainability/cityefforts/sustainability_policies_.asp Encourage Efficient Development Patterns Ensuring that any infrastructure associated with development,other than infill development,supports new development that does the following: (1)Uses land Efficiently. Goal L-1 of the 2030 Comprehensive Plans has growth management policies that limit future urban 11/13/17 development and encourage infill development &land use that is compatible 2/25/19 CA-HCD SB2 PGP Page 9 of 15 2019 Year-I Grant Application SB 2 Planning Grants Application Attachment 1:State and Other Planning Priorities Certification (Page 2 of 3) (2)Is built adjacent to existing developed areas to the extent consistent with environmental protection. Goal L-1 of the 2030 Comprehensive Plans has growth management policies that limit future urban 11/13/17 development and encourage infill development &land u? (3)Is located in an area appropriately planned for growth. Policy L-1 .6 Encourages land uses that address the need of the community and manage change and 1 1/13/17 development to benefit the community. (4)Is seived by adequate transportation and other essential utilities and services. 11/13/17 Policy allows for higher residential density in the University Avenue/Downtown &California Avenue to utilize transportation &services. (5)Minimizes ongoing costs to taxpayers. 7/1/18 The City has development impact and in-lieu fees per PAMC Chapters 16.45, 16.46,16.47,16.58,16.59,16.60,16.61,16.64,16.65,21.50. Other (describe how this meets subarea objective) Other Planning Priorities Affordability and Housing Choices Incentives and other mechanisms beyond State Density Bonus Law to encourage housing with affordability terms. Council adopted the Affordable Housing Combining District that allowed affordable housing4/9/1 8 developments to increase density &waive retail requirements Efforts beyond state law to promote accessory dwelling units or other strategies to intensify single-family neighborhoods with more housing choices and affordability. City’s adopted ADU Ordinance goes beyond state law by eliminated the development impact fees for11/5/18 JADUs and ADU garage conversions. Upzoning or other zoning modifications to promote a variety of housing choices and densities. 4/1/19 Housing Incentive Program (HIP)encourage a shift of redevelopment of various areas to incentives more housing including increase density &FAR. Utilizing surplus lands to promote affordable housing choices. Not applicable,the City does not have surplus land.The City’s strategy is to redevelop underutilized land and rezone for affordable housing. Efforts to address infrastructure deficiencies in disadvantaged communities pursuant to Government Code Section 65302.O. 4/17/17 The City has a citywide policy in promoting affordable housing. Other (describe how this meets subarea objective) CA-HCD SB 2 PGP Page 10 of 15 2079 Year-i Grant Application SB 2 Planning Grants Application Attachment 1:State and Other Planning Priorities Certification (Page 3 of 3) Conservation of Existing Affordable Housing Stock Policies,programs or ordinances to conserve stock such as an at-risk preservation ordinance,mobilehome park overlay zone,condominium conversion ordinance and acquisition and rehabilitation of market rate housing programs. Palo Alto Municipal Code (PAMC)16.65.030,PAMC 21.40,PAMC 16.65 Policies,programs and ordinances to protect and support tenants such as rent stabilization,anti-displacement strategies,first right of refusal policies,resources to assist tenant organization and education and “just cause” eviction policie PAMC 9.68 Relocation-Assistance Law9/10/18 Other (describe how this meets subarea objective) Climate Adaptation Building standards,zoning and site planning requirements that address flood and fire safety,climate adaptation and hazard mitigation. The City adopted the following:2016 -Sustainability and Climate Action Plan and 2017 -Green Building1/1/17 Ordinance Long-term planning that addresses wildfire,land use for disadvantaged communities,and flood and local hazard mitigation. 2016-Sustainability and Climate Action Plan,2019-Green Storm-water Infrastructure Plan,2017-Threat and Hazards Identification and Risk Assessment,and Sea Level Rise Adaptation Policy Community engagement that provides information and consultation through a variety of methods such as meetings,workshops,and surveys and that focuses on vulnerable populations (e.g.,seniors,people with disabilities,hor ieless,etc.). Most recently with the Baylands Comprehensive Conservation Plan and Sustainable &Climate Action2/15/18 Summit in 2016. Other (describe how this meets subarea objective) All City adopted Plans involve community engagement and input.1/24/1 6 enpapementldefault.asn State and Other Planning Priorities Certification I certify under penalty of perjury that all of the information contained in this PGP State Planning and Other Planning Priorities certification form (pages 9,10,and 11 of this application)is true and correct. Certifying Officials Name: Certifying Official’s Title:_____ Certifying Official’s Signature: Certification Date: 4/17/17 3/18/19 CA-HCD SB 2 PGP Page 11 ofl5 2079 Year-i Grant Application SB 2 Planning Grants Application Attachment 2:Application Nexus to Accelerating Housing Production Fill out Attachment 2 only if the applicant answered “No”to item 3 in Section C or is utilizing Policy Priority Areas AND other activities not designated as such.Applicants answering “Yes”to question 3 in Section C and utilizing ONLYPriority Policy Areas are automatically deemed to demonstrate a nexus to accelerating housing production,and do not need to complete this form. Pursuant to section VIII,subsection (4)of the NOFA,applicants shall demonstrate how the application includes a nexus to accelerating housing production.Please complete the following chart by providing information about the current conditions and expected outcomes with respect to the planned activity and housing production.Please attach documentation as necessary and see the NOFA for additional details. Quantify how the activity accelerates production below,and use Appendix B to explain the activity and its nexus to accelerating housing production. Type (Select at least one)*Baseline **projected ***Difference Notes Timing (e.g.,reduced number of processing days) Development cost (e.g.,land, fees,financing,construction costs per unit) Approval certainty and reduction in discretionary review (e.g.,prior versus proposed standard and level of discretion) Entitlement streamlining (e.g., number of approvals) Feasibility of development Infrastructure capacity (e.g., number of units) Impact on housing supply and affordability (e.g.,number of units) *Baseline —Current conditions in the jurisdiction (e.g.6-month development application review,or existing number of units in a planning area) **projected —Expected conditions in the jurisdiction because of the planning grant actions (e.g.2-month development application review) ***Difference —Potential change resulting from the planning grant actions (e.g.,4-month acceleration in permitting,creating a more expedient development process) CA-HCD SB 2 PGP Page 12 of 15 2019 Year-I Grant Application SB 2 Planning Grants Application Attachment 3:Sample Resolution RESOLUTION NO.2019-XX A RESOLUTION OF THE [CITY COUNCILICOUNTY BOARD OF SUPERVISORS]OF _[CITY,COUNTY NAME]_ AUTHORIZING APPLICATION FOR,AND RECEIPT OF, SB2 PLANNING GRANTS PROGRAM FUNDS WHEREAS,the State of California,Department of Housing and Community Development (Department)has issued a Notice of Funding Availability (NOFA)dated March 28,2019,for its Planning Grants Program (PGP);and WHEREAS,the [City Council/County Board of Supervisors]of ______________ (City/County)desires to submit a project application for the PGP program to accelerate the production of housing and will submit a 2019 PGP grant application as described in the Planning Grants Program NOFA and SB 2 Planning Grants Program Guidelines released by the Department for the PGP Program;and WHEREAS,the Department is authorized to provide up to $123 million under the SB 2 Planning Grants Program from the Building Homes and Jobs Trust Fund for assistance to Counties (as described in Health and Safety Code section 50470 et seq.(Chapter 364,Statutes of 2017 (SB 2))related to the PGP Program. NOW,THEREFORE,THE [CITY COUNCIL/COUNTY BOARD OF SUPERVISORS]OF ____________________ RESOLVES AS FOLLOWS: SECTION 1.The [City Council/County Board of Supervisors]is hereby authorized and directed to apply for and submit to the Department the 2019 Planning Grants Program application released March 28,2019 in the amount of$________ SECTION 2.In connection with the PGP grant,if the application is approved by the Department,the [insert designee title,e.g.City Manager,Executive Office,etc]is authorized to enter into,execute,and deliver a State of California Agreement (Standard Agreement)for the amount of $,and any and all other documents required or deemed necessary or appropriate to evidence and secure the PGP grant,the [City/County’s]obligations related thereto,and all amendments thereto (collectively,the “PGP Grant Documents”). SECTION 3.The [City/County]shall be subject to the terms and conditions as specified in the Standard Agreement,the SB 2 Planning Grants Program Guidelines,and any applicable PGP guidelines published by the Department.Funds are to be used for allowable expenditures as specifically identified in the Standard Agreement.The application in full is incorporated as part of the Standard Agreement.Any and all activities funded,information provided,and timelines represented in the application will be enforceable through the executed Standard Agreement.The [City Council/County Board of Supervisors]hereby agrees to use the funds for eligible uses in the manner presented in the application as approved by the Department and in accordance with the Planning Grants NOFA,the Planning Grants Program Guidelines,and 2019 Planning Grants Program Application. SECTION 4.The [insert the title of City Council/County Board of Supervisors Executive or designee]is authorized to execute the [City/County]of ____________ Planning Grants Program application,the PGP Grant Documents,and any amendments thereto,on behalf of the [City/County]as required by the Department for receipt of the PGP Grant. ADOPTED ___________________, 2019,by the [City/County]Board of Supervisors of the County of by the following vote: AYES: NOES: ABSENT: ABSTAIN: ___________________________________ County Executive ATTEST:APPROVED AS TO FORM: County Clerk County Attorney CA-HCD SB 2 PGP Page 13 of 15 2019 Year-I Grant Application SB 2 Planning Grants Application Appendix A Use this area for additional in formation if necessary. continuation of 1)Accessory Dwelling Units (ADU)or Other Low-Cost Building Strategies: Anticipated Outcomes:As a cost-effective alternative for producing housing units,the City hopes ADUs will contribute to the overall housing inventory.Conservatively,ifthe project can double building permits from last year’s figures of 36 units,72 units can be produced.Currently,for affordable housing project requiring public subsidy,one affordable unit can cost $781,000 in the City of Palo Alto.If the full grant is awarded,$200,000 will be allocated to facilitating ADU production,this will result in at least 72 units,equating to approximately $2,778 per unit. 2)Objective Design and Development Standards: Background:As part of the 2017 Housing Bills,notably SB 35 and the Housing Accountability Act, both have allowed for projects that meet certain affordability requirements and objective standards to be eligible for a streamlined review process within 90 days or 180 days depending on the size of the project.Projects can be reduced or denied based on objective standards or if there is a specific adverse effect on health and safety.Currently,Title 18 of the Palo Alto Municipal Code contains objective standards but also subjective guidelines that need to be identified and revised. Scope:The City’s consultant will prioritize and identify subjective guidelines in Title 18 and will propose changes and modify as needed.In addition produce SB 35 submittal checklist to ease the application process. CA-HCD SB 2 PGP Page 14 of 15 2019 Year-I Grant Application SB 2 Planning Grants Application Appendix B Use this area for additional information if necessary. continuation of 2)Objective Design and Development Standards: Plans for Adoption and Implementation:The City will identify and prioritize which subjective guidelines in Title 18 need to be modified to serve as objective standards for entitlement.In addition,the City will propose modifications to findings and standards set forth in Title 18 and lastly clarify the SB 35 application process for applications through the preparation of forms and submittal requirements.Proposed changes to Title 18 will be reviewed by the Planning and Transportation Commission and Architectural Review Board,prior to City Council review and adoption. Anticipated Outcomes:The modification and changes of the Palo Alto Municipal Code will help refine design guidelines,revise subjective standards,and clarify SB 35 application process for applicants,in turn contribute to housing production.By refining the City’s municipal code,there will be a quantifiable cost and time savings both for staff and developers which will lead to an expedited approval process.The current processing time for a housing project can take more than one year.Staff projects that the grant amount of $1 10,000 will fund the work to clarify objective and subjective standards,code clean-up,design guidelines and design checklist.This is estimated that the project will result in an estimated 10%time saved for preparing housing development applications,15%reduction in staffs review time,and 25%of the Architecture Review Board’s time will be saved,and if streamlined possibly eliminate one additional meeting. CA-HCD SB 2 PGP Page 15 of 15 2019 Year-I Grant Application City of Palo Alto (ID # 10479) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/5/2019 City of Palo Alto Page 1 Summary Title: 3877 El Camino Real: Final Map Title: 3877 El Camino Real [19PLN-00068]: Request for Approval of a Final Map to Create a one lot Airspace Subdivision for 18 Condominium Units (one Commercial Space, six Residential Flats and 11 Townhouses). The Final Map Also Includes Access and Utility Easements. Environmental Assessment: Exempt From Provisions of the California Environmental Quality Act (CEQA) in Accordance With Guideline Section 15268(b)(3) (Ministerial Projects). Zoning District: Service Commercial (CS) From: City Manager Lead Department: Planning and Development Recommendation Staff recommends City Council take the following action(s): 1. Find the project exempt from the California Environmental Quality Act (CEQA) pursuant to Section 15268(b)(3) and in conformance with the previously adopted Initial Study/Mitigated Negative Declaration prepared for the associated development application (15PLN-0003), and 2. Approve subject final map on the consent calendar pursuant to Palo Alto Municipal Code Section 21.16 and the Subdivision Map Act Executive Summary The requested action is approval of a final subdivision map for recordation. This action follows review and approval of the Vesting Tentative Map application by the Planning and Transportation Commission (PTC) and City Council. The Final Map consists of a one lot subdivision for condominium purposes. The subdivision includes 18 subdivision spaces (one commercial space, six residential units in a mixed-use building, and 11 townhouses) as shown on the Vesting Tentative Map the City Council approved on December 10, 2018. Background The Planning and Transportation Commission (PTC) reviewed the Vesting Tentative Map in a City of Palo Alto Page 2 public hearing on August 29, 20181 and recommended approval to the City Council. On December 10, 20182, the City Council reviewed the Vesting Tentative Map in a public hearing and approved it with conditions of approval. The action of the City Council was based on findings that the proposed subdivision will have no significant environmental impact and is in comformance with all state and local laws and regulations, and applicable Comprehensive Plan Elements in effect at that time. A related Site and Design application was recommended for approval by the PTC on March 8, 20173; recommended for approval by the Architectural Review Board on May 18, 20174 and approved by the City Council on September 18, 20175. Discussion On December 10, 2018, the City approved a Vesting Tentative Map for the project site. The Final Map is now submitted as Tract 10490. The 0.75-acre project site is in the Ventura neighborhood at the intersection of Curtner Avenue and El Camino Real. The Final Map is the official, legal document to be recorded with the County to allow for separate ownership of the 18 condominiums units. The Final Map is prepared under the direction of a registered civil engineer and is based on a survey. The map includes easements for utilities and access. As required by the Subdivision Map Act, after review and confirmation by various City departments, it is determined that the Final Map presented substantially conforms to the approved Vesting Tentative Map. Approval of a Final Map is ministerial if the Final Map is in substantial conformance with the approved Vesting Tentative Map. While many cities delegate approval of the Final Map to the City Engineer, under PAMC Section 21.16, the City Council is responsible for the approval. The Final Map also includes a Subdivision Improvement Agreement, describing any obligations for improvements by the subdivider and the payment of bonds by the subdivider for financial security to ensure these improvements are completed as described within the Agreement. Environmental Review In conformance with the California Environmental Quality Act (CEQA), staff determined the Final Map is covered under the CEQA Guidelines Section 15268(b)(3), approval of final subdivision maps. The project is in conformance with the previously adopted Mitigated Negative Declaration for the associated development project (14PLN-00464). No further CEQA evaluation is necessary for the request. Attachments: 1 Staff report: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=66512 2 Staff Report: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=61601.1&BlobID=67951 3 Staff Report: http://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=56281 4 Staff Report: http://www.cityofpaloalto.org/civicax/filebank/documents/57841 5 Staff Report: http://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=59481 City of Palo Alto Page 3 • Attachment A: Location Map • Attachment B: Record of Land Use for Vesting Tentative Map • Attachment C: Draft Subdivision Improvement Agreement • Attachment D: Project Plans Page 1 of 8 ACTION NO. 2018-15 DRAFT RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 3877 EL CAMINO REAL: VESTING TENTATIVE MAP, 17PLN-00321 (BRANDON ARIOLI, APPLICANT) At its meeting on December 10, 2018, the City Council of the City of Palo Alto (“City Council”) approved the Vesting Tentative Map for the development of a two-lot subdivision project making the following findings, determinations and declarations: SECTION 1. Background. A. On August 31, 2017, Brandon Arioli applied for a Vesting Tentative Map for the development of a one parcel condominium subdivision project with 17 residential units and 4,676 square feet of commercial space (“The Project”). B. The project site is comprised of one existing lot (APN No. 132-41-091) of approximately 0.75-acres with two separate zoning districts (CS and RM-30). The site contains one existing commercial structure. Commercial land uses are located adjacent to the lot to the north, south and west. To the project’s east are residential land uses. C. Following staff review, the Planning and Transportation Commission reviewed the project and recommended approval on August 29, 2018, subject to conditions of approval. SECTION 2. Environmental Review. The City as the lead agency for the Project has determined that the project is subject to environmental review under provisions of the California Environmental Quality Act (CEQA) under Guideline section 15070, Decision to Prepare an Initial Study-Mitigated Negative Declaration (IS-MND). An initial study was prepared for the project and it has been determined that there is potential for significant impacts that would require mitigation measures to reduce them to a less than significant level. These include mitigations for protection for nesting birds. The IS-MND was made available for public review beginning March 6, 2017 for 20 days, and adopted by the City Council on September 18, 2017. The Initial Study and Negative Declaration are contained as Attachment G in the September 18, 2017, City Council staff report (ID #8458). SECTION 3. Vesting Tentative Map Findings. A legislative body of a city shall deny approval of a tentative map, if it makes any of the following findings (California Government Code Section 66474). The City Council cannot make these findings for the following reasons: DocuSign Envelope ID: C997AF6D-B8AF-489A-B23A-DC8BA9FDFE17 Page 2 of 8 1. That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451: The site is consistent with the Comprehensive Plan as described below. 2. That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans: The Project is consistent with the following Comprehensive Plan policies:  Policy L-1.3 Infill development in the urban service area should be compatible with its surroundings and the overall scale and character of the city to ensure a compact, efficient development pattern.  Policy L-2.6 Create opportunities for new mixed-use development consisting of housing and retail.  Policy L-2.11 Encourage new development and redevelopment to incorporate greenery and natural features such as green rooftops, pocket parks, plazas and rain gardens.  Policy L-3.4 Ensure that new multi-family buildings, entries and outdoor spaces are designed and arranged so that each development has a clear relationship to a public street.  Policy L-4.2 Preserve ground-floor retail, limit the displacement of existing retail from neighborhood centers and explore opportunities to expand retail.  Policy L-6.1 Promote high-quality design and site planning that is compatible with surrounding development and public spaces.  Policy L-6.7 Where possible, avoid abrupt changes in scale and density between residential and non-residential areas and between residential areas of different densities. To promote compatibility and gradual transitions between land uses, place zoning district boundaries at mid-block locations rather than along streets wherever possible. The project includes a mixed-use building with frontage along El Camino Real with townhouse style residential buildings for the balance of the property. Parking is provided below grade and therefore allows for the integration of open space and plazas at-grade. The project complements the surrounding development and is consistent with the land-use designations for the property. The project was reviewed by the ARB, Planning & Transportation Commission and the City Council previously for design review. DocuSign Envelope ID: C997AF6D-B8AF-489A-B23A-DC8BA9FDFE17 Page 3 of 8 3. That the site is not physically suitable for the type of development: The site is an “L” shape lot with frontage on two streets. The design of the site includes appropriate separation between the mixed-use building and the solely residential component and the adjacent multi-family properties. The project is consistent with the City’s Performance Standards set forth in Palo Alto Municipal Code (PAMC) 18.23, ensuring compatibility between commercial and residential uses. Proposed lighting is directed downward to prevent spillover to adjacent properties. Trash enclosures are located in the basement of the project. The project provides the required setback above ground and includes vegetation and tree plantings within the setback and open spaces. Mechanical equipment areas are screened appropriately. The site circulation facilitates access for all modes of transportation. The project includes short- term and long-term bike parking. On-site vehicular traffic will be directed underground, leaving the aboveground for pedestrians and bicyclist. Wide walkways and plazas surround the commercial areas and provide connectivity to the residential areas. 4. That the site is not physically suitable for the proposed density of development: The allowed residential density for the site is 30 dwelling units per acre (Both CS and RM-30 districts), which based on the project site acreage amounts to 22 dwelling units that would be allowed. However, the project only proposes 17 dwelling units. The project is consistent with the maximum Floor Area Ratio and does qualify for an affordable housing density bonus. The density bonus floor area is applied to the below-market-rate units in accordance with the City’s Municipal Code. 5. That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat: As conditioned in the Final IS-MND approved by the City Council on September 18, 2017, the Project will not cause environmental damage or injure fish, wildlife, or their habitat, in that property is not adjacent to sensitive habitat areas and would incorporate mitigation measures to reduce impacts to nesting birds to a less than significant level. 6. That the design of the subdivision or type of improvements is likely to cause serious public health problems: An environmental analysis identifies potentially significant impacts related to the associated development project’s improvements that would require mitigation measures to reduce them to a less than significant level. These include mitigations for protection for nesting birds as reported in the Final IS-MND approved by the City Council on September 18, 2017. 7. That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds DocuSign Envelope ID: C997AF6D-B8AF-489A-B23A-DC8BA9FDFE17 Page 4 of 8 that alternate easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired by the public. This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision. The design of the subdivision will not conflict with any easements for access through or use of the property. A public access easement will be dedicated with the Final Map to the provide an additional four feet of sidewalk between the front property line and back of walk along the El Camino Real frontage to create a 12-foot effective sidewalk width. SECTION 4. Vesting Tentative Map Approval Granted. Vesting Tentative Map Approval is filed and processed in accordance to PAMC Section 21.13.020 and granted by the City Council under PAMC Sections 21.12 and 21.20 and the California Government Code Section 66474, subject to the conditions of approval in Section 7 of this Record. SECTION 5. Final Map. The Final Map submitted for review and approval by the City Council shall be in substantial conformance with the Vesting Tentative Map prepared by Langan titled “Vesting Tentative Map 3877 El Camino Real for Condominium Purposes,” consisting of seven (7) pages, stamped as received January 23, 2018, except as modified to incorporate the conditions of approval in Section 6. A copy of the Vesting Tentative Map is on file in the Department of Planning and Community Environment, Current Planning Division. Prior to the expiration of the Vesting Tentative Map approval, the subdivider shall cause the subdivision or any part thereof to be surveyed, and a Final Map, as specified in Chapter 21.08, to be prepared in conformance with the Vesting Tentative Map as conditionally approved, and in compliance with the provisions of the Subdivision Map Act and PAMC Title 21 and submitted to the City Engineer (PAMC Section 21.16.010[a]). SECTION 6. Conditions of Approval. Planning Division 1. MITIGATION MONITORING AND REPORTING PROGRAM. Mitigation Monitoring and Reporting Program (MMRP), prepared for this project in compliance with the California Environmental Quality Act (CEQA), shall be incorporated by reference as conditions of approval. The applicant shall comply with all specified mitigation measures in the timelines outlined in the project’s MMRP. Prior to requesting issuance of any related demolition and/or construction permits, the applicant shall meet with the Project Planner to review and ensure compliance with the MMRP, subject to the satisfaction of the Director of Planning of Planning and Community Environment. DocuSign Envelope ID: C997AF6D-B8AF-489A-B23A-DC8BA9FDFE17 Page 5 of 8 2. BELOW MARKET RATE (BMR) HOUSING. A Density Bonus Developer and Regulatory Agreement in a form acceptable to the City Attorney for the two (2) BMR units shall be executed and recorded prior to final map approval or building permit issuance, whichever occurs first. In addition, the payment for the 0.55 fractional unit shall be paid to the Residential Housing Fund prior to issuance of any building permits for the project; provided, however, that prior to issuance of the first building permit for the project, the applicant may elect to provide one additional inclusionary unit instead of paying the fractional in lieu payment (PAMC Section 16.65.060). All BMR units constructed under this condition shall be in conformance with the City’s BMR Program rules and regulations. Failure to comply with the timing of this condition and any adopted BMR Program rules and regulations shall not waive its later enforcement. 3. ESTIMATED IMPACT FEE. Development Impact Fees, currently estimated in the amount of $311,130.37 plus the applicable public art fee, per PAMC 16.61.040, shall be paid prior to the issuance of the related building permit. 4. IMPACT FEE 90-DAY PROTEST PERIOD. California Government Code Section 66020 provides that a project applicant who desires to protest the fees, dedications, reservations, or other exactions imposed on a development project must initiate the protest at the time the development project is approved or conditionally approved or within ninety (90) days after the date that fees, dedications, reservations or exactions are imposed on the Project. Additionally, procedural requirements for protesting these development fees, dedications, reservations and exactions are set forth in Government Code Section 66020. IF YOU FAIL TO INITIATE A PROTEST WITHIN THE 90-DAY PERIOD OR FOLLOW THE PROTEST PROCEDURES DESCRIBED IN GOVERNMENT CODE SECTION 66020, YOU WILL BE BARRED FROM CHALLENGING THE VALIDITY OR REASONABLENESS OF THE FEES, DEDICATIONS, RESERVATIONS, AND EXACTIONS. If these requirements constitute fees, taxes, assessments, dedications, reservations, or other exactions as specified in Government Code Sections 66020(a) or 66021, this is to provide notification that, as of the date of this notice, the 90-day period has begun in which you may protest these requirements. This matter is subject to the California Code of Civil Procedures (CCP) Section 1094.5; the time by which judicial review must be sought is governed by CCP Section 1094.6. Public Works Engineering Department 5. OFF-SITE IMPROVEMENTS: Submit a copy of the off-site improvement plans that includes the replacement of curb, gutter, sidewalk, utilities, landscape, etc. Provide Caltrans standard details along the project frontage. Plans shall include the proposed public access easement, grades along the conforms. a. STREET LIGHTING: The applicant is required to replace the existing street lights along the El Camino Real sidewalk project frontage. New pedestrian-scale DocuSign Envelope ID: C997AF6D-B8AF-489A-B23A-DC8BA9FDFE17 Page 6 of 8 luminaires, poles and bases shall be centered between the roadway lighting to provide a combined spacing of roughly 60-ft O.C. Decorative roadway and pedestrian scale lighting standards are available from Public Works staff. Plot and label the new lights on the proposed Site Plan. b. SIDEWALK, CURB & GUTTER: As part of this project, the applicant must replace all existing sidewalk, curbs, gutters and driveway approaches in the public right- of-way along the frontage(s) of the property. The 4-foot wide extended sidewalk area along the El Camino Real property frontage shall be paved with City standard concrete and clear of obstruction such as planter or structures of any kind. On the Curtner Avenue frontage, the monolithic sidewalk, rolled curb and gutter shall be replaced in kind with any new street trees planted between the back of walk and the property line. Any existing non-compliant curb ramps adjacent to the required resurfacing work shall also be replaced. The site plan submitted with the building permit plan set must show the extent of the replacement work (at a minimum all curb and gutter and sidewalk along the project frontage) The plan must note that any work in the right-of-way must be done per Public Works’ standards by a licensed contractor who must first obtain a Street Work Permit from Public Works at the Development Center. Include the 12-foot wide dimension on the plans and verify that the sidewalk is unobstructed. 6. Subdivider shall prepare and submit documents per PAMC 21.16.020 along with the Final Map. 7. Subdivider provide closure calculations and cost estimate for the off-site improvements described above. 8. PUBLIC ACCESS EASEMENT: Owner or designee shall create a public access easement for the additional area behind the property line needed to create a 12-foot wide sidewalk along El Camino Real. Plot and label the Public Access Easement along El Camino Real that provides the 12-foot wide sidewalk. 9. A Subdivision Improvement Agreement is required to secure compliance with condition of approval and security of improvements onsite and offsite per PAMC Section 21.16.220. 10. The Final Map shall include CITY ENGINEER STATEMENT, CITY SURVEYOR STATEMENT, BENEFICIARY STATEMENT, DIRECTOR OF PLANNING AND COMMUNITY ENVIRONMENT STATEMENT and CITY CLERK. 11. The City of Palo Alto does not currently have a City Surveyor. The City retains the services of a contractor to review and provide approval on behalf of the City. The DocuSign Envelope ID: C997AF6D-B8AF-489A-B23A-DC8BA9FDFE17 Page 7 of 8 contractor will be reviewing, signing and stamping the Final Map associated with your project. In effort to employ the services of the contractor, and as part of the City’s cost recovery measures, the applicant is required to provide payment to cover the cost of the contract’s review. Our intent is to forward your Final Map to the contractor for an initial preliminary review of the documents. The contractor will then provide a review cost amount based on the complexity of the project and the information shown on the document. We will share this information with you once we receive it and ask that you return a copy acknowledging the amount. You may then provide a check for this amount as payment for the review cost. The City must receive payment prior to beginning the final review process. 12. Subdivider shall provide electronic copies of the documents provided. PRIOR TO FINAL MAP RECORDATION. 13. The subdivider shall submit wet signed and stamped mylar copy of the Final Map to the Public Works for signature. Map shall be signed by Owner, Notary and Surveyor prior to formal submittal. 14. The subdivider shall provide a signed Subdivision Improvement Agreement and Security Bonds as described per PAMC 21.16.230. PRIOR TO ISSUANCE OF A BUILDING PERMIT OR GRADING AND EXCAVATION PERMIT 15. A Final Map shall be recorded with County Recorder by the owner or designee. SECTION 7. Term of Approval. Vesting Tentative Map. All conditions of approval of the Vesting Tentative Map shall be fulfilled prior to approval of a Final Map (PAMC Section 21.16.010[c]). Unless a Final Map is filed, and all conditions of approval are fulfilled within a two-year period from the date of Vesting Tentative Map approval, the Vesting Tentative Map shall expire and all proceedings shall terminate. An extension of time may be granted by the city council after recommendation of the planning commission, upon the written application of the subdivider, prior to the expiration of the Vesting Tentative Map approval, or any previous extension granted. Such extension(s) shall be subject to the maximum limitations set forth in the Subdivision Map Act. PASSED: 8-1 AYES: DuBois, Filseth, Fine, Holman, Kniss, Scharff, Tanaka, Wolbach DocuSign Envelope ID: C997AF6D-B8AF-489A-B23A-DC8BA9FDFE17 Page 8 of 8 NOES: Kou ABSENT: None ABSTENTIONS: None ATTEST: APPROVED: _________________________ ____________________________ City Clerk Director of Planning and Community Environment APPROVED AS TO FORM: ___________________________ Deputy City Attorney PLANS AND DRAWINGS REFERENCED: Those plans prepared by Langan titled “Vesting Tentative Map 3877 El Camino Real for Condominium Purposes, City of Palo Alto, Santa Clara County, California” consisting of seven (7) pages, stamped, January 23, 2018. DocuSign Envelope ID: C997AF6D-B8AF-489A-B23A-DC8BA9FDFE17 1 This document is recorded for the benefit of the City of Palo Alto and is entitled to be recorded free of charge in accordance with Section 6103 of the Government Code After Recordation, mail to: OFFICE OF THE CITY ATTORNEY CITY OF PALO ALTO 250 Hamilton Avenue Palo Alto, CA 94301 AGREEMENT BETWEEN SUBDIVIDER AND CITY OF PALO ALTO UNDER PROVISIONS OF TITLE 21 OF THE PALO ALTO MUNICIPAL CODE 3877 El Camino Real, Palo Alto, California A.P.N. Nos.: 132-41-091 THIS AGREEMENT, made and executed this ______ day of ______________, 2019, by and between the CITY OF PALO ALTO, a municipal corporation of the State of California, hereinafter referred to as "City", and ZIJIN, LLC, A California Limited Liability Company, hereinafter referred to as "Subdivider"; W I T N E S S E T H: WHEREAS, Subdivider is the owner of that certain tract of land situated in the City of Palo Alto, County of Santa Clara, State of California, generally known and described as 3877 El Camino Real, Palo Alto, California (the "Property"); and WHEREAS, Subdivider has presented to City for approval a final subdivision map prepared by SMP ENGINEERS, hereinafter referred to as the "Map" and incorporated herein by this reference; and WHEREAS, on DECEMBER 10th 2018, City approved Subdivider's application for a tentative subdivision/parcel map to subdivide One existing 0.75 Acre Parcel into 17 Residential Condominiums and one Commercial Condominium ("the Project"), subject to certain conditions including those hereinafter described; and WHEREAS, such conditions include the demolition and construction of certain private and public improvements, and WHEREAS, Subdivider has requested approval of the Map prior to the demolition, construction and completion of the required improvements; and 2 WHEREAS, City desires to assure that said proposed improvements will be done in a good and workmanlike manner and in accordance with the laws now in force and effect in the City of Palo Alto, California, particularly, but not exclusively, Titles 16, 18, and 21 of the Palo Alto Municipal Code; NOW, THEREFORE, for and in consideration of the approval of the Map and the acceptance of the dedications offered therein, and in order to insure satisfactory performance by Subdivider of Subdivider's obligations under the Subdivision Map Act and the Palo Alto Municipal Code, the parties hereto mutually covenant and agree as follows: 1. Performance of Work. Subdivider shall, at its own cost and expense, do and perform, or cause to be done or performed, in a good and workmanlike manner, all of the work and improvements, within and/or without the subdivision, which are shown on the Map, or on plans, profiles and specifications which have been submitted to the City Engineer or may hereafter be so submitted, as finally approved, or which improvements are required as conditions of approval of the subdivision by the City, or are required to be done by any provision of law as a condition of said subdivision. Said public and private improvements include, but are not limited to all improvements shown on plans prepared by SMP ENGINEERS titled “OFF-SITE IMPROVEMENTS PLAN” and dated MARCH 28TH 2019. 2. Standards. Work to be performed hereunder shall be done to the satisfaction of the City Engineer. All improvements have been shown in detail upon the plans, profiles and specifications which have been prepared by engineers acting for Subdivider. No work on the improvements shall be commenced until said plans, profiles and specifications have been submitted to and approved by the City Engineer, and all improvements shall be constructed in accordance with said plans, profiles and specifications. Subdivider shall do, or cause to be done, all work and furnish all materials necessary, in the City Engineer's opinion and on his or her order, to complete the improvements in accordance with said plans, profiles and specifications, or with any changes required or ordered by the City Engineer, which in his or her opinion are necessary or required to complete the work. The cost of checking the plans, profiles and specifications, and of all inspections of the work, have been or shall be paid by Subdivider. Improvements and methods of installation shall, at a minimum, meet the standards set forth in the “Public Works Department’s Standard Drawings and Specifications” dated 2007 and the “Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards” dated 2005 (collectively "Standard Specifications") as from time to time amended, which documents are incorporated herein by this reference, and provisions of the Palo Alto Municipal Code relating to construction. 3. Soils and Geologic Tests. Subdivider shall cause to be made, at Subdivider's cost and expense, soils and geologic tests by a qualified civil engineer and shall file, or cause to be filed with the City a report or reports satisfactory to the City Engineer indicating gradation, bearing and resistance value of soils within the subdivision and setting forth recommendations for or con- straints on the nature of required improvements and for development of the Property. All clearing and earthwork shall be accomplished in accordance with the plans and required recommendations of the soils report under the supervision of the Soils Engineer. Subdivider shall also cause to be made, at Subdivider's cost and expense, all compaction tests necessary to determine that the utility trenches have been satisfactorily compacted. Subdivider shall provide a soils engineer's certified letter of compliance, verifying that the earthwork has been completed in accordance with the plans and recommendations of the soils report. 3 4. Time of Completion. The demolition of the existing structures, as required under paragraph 1(a) hereof, shall be completed to the satisfaction of the City Engineer within twenty-four (24) months of approval of the Map by the City Council of City. All other improvements and site grading under this agreement shall be completed prior to the issuance of any occupancy permit for occupancy of the Project. The time for completion may be extended only for good cause upon approval by the City Manager and pursuant to the provisions of the Palo Alto Municipal Code. 5. Time of Essence. Time is of the essence of this agreement. 6. Payment of Costs. Without limitation, Subdivider shall pay, or cause to be paid, all costs and expenses related to or arising from the performance of any work hereunder, including, but not limited to, payment for any materials, provisions, and other supplies used in, upon, for or about said work, and for work or labor thereon of any kind, and for amounts due under the Unemployment Insurance Act of the State of California, with respect to such work or labor. 7. Acceptance of Work. The City Engineer shall have the right to reject any and all work to be performed under this agreement if such work does not conform, in his sole judgment, with the plans, profiles and specifications mentioned herein and with the ordinances and standards of City. 8. Warranty of Plans. Notwithstanding the fact that Subdivider's plans, profiles and specifications, completion of work, and other acts to be performed hereunder are subject to approval by City, it is understood and agreed that any approval by City shall in no way relieve Subdivider of satisfactorily performing said work or its obligations hereunder. Subdivider warrants that the plans, profiles and specifications submitted shall conform at a minimum to the Standard Specifications and the Palo Alto Municipal Code, and that they are adequate to accomplish the work in a good and workmanlike manner, and in accordance with sound construction practices. 9. Repairs and Replacement. Subdivider shall replace, or have replaced, or repair, or have repaired, all improvements and monuments shown on the Map which have been destroyed or damaged prior to final acceptance of the completed work by the City Engineer, and Subdivider shall repair, or have repaired, replace, or have replaced, or pay to the owner, the entire cost of replacement or repairs, of any and all property damaged or destroyed, by reason of any work done hereunder, prior to final acceptance of the completed work by the City Engineer, whether such property be owned by the United States or any agency or political subdivision thereof, or by the City or by any public or private corporation, or by any person whomsoever, or by any combination of such owners. Any such repair or replacement shall be to the satisfaction, and subject to the approval, of the City Engineer. Subdivider shall repair, or cause to be repaired, any damage to the improvements constructed pursuant to this agreement which may occur after installation to the satisfaction of the City Engineer and prior to release of the certificate of deposit posted by Subdivider and/or final acceptance of the completed work. 10. Warranty. Without limiting the foregoing, Subdivider expressly warrants and guarantees all work performed hereunder and all materials used therein for a period of three (3) years after completion and final acceptance thereof by the City Engineer. If within said three (3) year period any structure or part of any structure furnished and/or installed or constructed, or caused to be installed or constructed by Subdivider, or any of the work done under this agreement, fails to fulfill any of the 4 requirements of this agreement, or the specifications referred to herein as a result of the inadequate workmanship or materials, Subdivider shall, without delay and without any cost to City, repair and replace or reconstruct any defective or otherwise unsatisfactory part or parts of the work or structure. Should Subdivider fail to act promptly or in accordance with this requirement, or should the exigencies of the situation require repairs or replacements to be made before Subdivider can be notified, City may, at its option, make the necessary repairs and replacements or perform the necessary work, and Subdivider shall pay to the City the actual cost of such repairs and replacement. 11. Breach of Agreement; Performance by City. If Subdivider shall refuse or fail to satisfactorily complete any of the work and improvements provided for herein within the time specified above, or any extension or extensions thereof, or if delay in the construction of any portion of the improvements shall, in the opinion of the City Engineer, endanger property outside the boundaries of said tract, or if Subdivider should be adjudged a bankrupt, or shall make a general assignment for the benefit of Subdivider's creditors, or if a receiver should be appointed in the event of Subdivider's insolvency, or if Subdivider, or any of Subdivider's contractors, subcontractors, agents or employees, should violate any of the provisions of this agreement, the City Engineer or City Council or its designated representative may serve written notice upon Subdivider for breach of this agreement, or any portion hereof. In the event of any such notice, City may, without relieving Subdivider of any of its obligations hereunder, take over any or all of the work and prosecute the same to completion, by contract or by any other method City may deem advisable, for the account, and at the expense of Subdivider, and the full cost and expense of said work done by City shall be recovered by City from Subdivider. 12. Estimate of Improvement Costs; Security. The estimated cost for the demolition of the structures and improvements to be constructed under this agreement is ONE HUNDRED SIXTEEN THOUSAND NINETEEN DOLLARS AND TWENTY CENTS ($116,019.20). Said estimate includes applicable amounts for the expense of checking plans and for inspection of work hereunder. A full and detailed accounting of said estimate is set forth in Exhibit "A", which is attached hereto and incorporated herein by this reference. Contemporaneous with the execution of this agreement, Subdivider shall file with City surety bonds or a standby letter of credit for the benefit of the City pursuant to Palo Alto Municipal Code Section 2.16.230 to guarantee faithful performance of all of the provisions of this agreement and compliance with all of the provisions of the Palo Alto Municipal Code, including Title 16, 18, and 21, and to secure payment to the contractor, his or her subcontractor and to persons renting equipment or furnishing labor or materials to them for the improvements required under this agreement. The amount of any performance bonds shall be one hundred percent (100%) of the estimated cost of improvements and the amount of any labor and materials bond shall be fifty percent (50%) of the estimated cost of improvements. If the Subdivider chooses instead to provide a letter of credit, the letter of credit shall be in an amount equal to one hundred and fifty-five (155%) percent of the estimated improvement cost, with the entire amount being available to secure either performance of this agreement or the payment to persons furnishing labor, materials, or equipment. The surety bonds or letter of credit shall be in a form acceptable to the City Attorney. Among the obligations guaranteed by the security are the costs and reasonable expenses, including attorney’s fees, of the City in enforcing the obligations secured. Upon acceptance by the City of the improvements, the Subdivider may submit a request for a reduction in the performance bond by ninety percent (90%). Upon approval of the request by the 5 City Engineer the Subdivider may submit a bond in the amount of ten percent (10%) of the performance bond to be kept for a period of time as specified in Section 10 (Warranty). 13. Permits; Compliance with Law. Subdivider shall, at Subdivider's expense, obtain all necessary permits and licenses for the work and improvements hereunder, give all necessary notices and pay all fees and taxes required by law. In the performance of this agreement, Subdivider shall comply with all laws, ordinances, regulations and rules of all governmental agencies having jurisdiction therefor, including but not limited to, the provisions of the Labor Code of the State of California. 14. Inspection by City. Subdivider shall at all times maintain proper facilities and provide safe access for inspection by City to all parts of the work. 15. Subdivider Not Agent of City. Neither Subdivider nor Subdivider's contractors, subcontractors, agents, officers, or employees are agents or employees of City, and Subdivider's relationship to City, if any, arising herefrom is strictly that of an independent contractor. 16. Liability. Neither City nor any of its officers, agents, or employees shall be liable to Subdivider, its contractors, subcontractors, officers, agents, or employees, for any error or omission, or any obligation whatsoever, arising out of or in connection with any work to be performed under this agreement. City, its officers, agents, and employees shall not be liable to the Subdivider or to any person, firm or corporation whatsoever, for any error or omission, or any obligation or liability whatsoever, arising out of or in connection with any work to be performed under this agreement. City, its officers, agents, and employees shall not be liable to Subdivider or to any person, firm, or corporation whatsoever for any injury or damage that may result to any person or property or any obligation whatsoever from any cause arising in, on, or about the land of Subdivider or from performance or failure to perform any provision of this agreement. Subdivider hereby releases and waives any claim it may possess or come to possess against City, its officers, agents, and employees. 17. Hold Harmless. Subdivider hereby agrees to and shall protect, indemnify and hold City, its officers, agents, and employees harmless from any and all liabilities, obligations, damages, costs, injuries, or claims thereof, including but not limited to, claims for damage or personal injury, including death, and claims for property damage, arising in any manner from the performance or failure to perform the provisions of this agreement. Subdivider agrees to, and shall, defend City, its officers, agents, and employees, from any suits or actions at law or in equity for damages, liabilities, or obligations caused by or arising from, or alleged to be caused by or arising from, the performance of this agreement. 18. Use of Improvements. Subdivider agrees that the use of any and all of the public improvements hereinabove specified for any purpose and by any person shall be at the sole and exclusive risk of Subdivider at all times prior to final acceptance by City. This shall in no way eliminate, discharge or lessen any of Subdivider's obligations and undertakings contained in this agreement. The issuance of any occupancy permits by City for dwellings located within the subdivision shall not be construed in any manner to constitute acceptance or approval of any or all of the improvements to be constructed hereunder. 19. Insurance. Prior to the commencement of any work, Subdivider shall furnish to City, on City's standard form certificate of insurance, satisfactory evidence of a policy of liability insurance which shall be maintained at all times during the performance of this agreement, in form and 6 by a responsible company satisfactory to City, insuring City, its officers, agents, and employees against loss or liability arising out of the condition of the premises or any of the work to be performed under this agreement, including all costs of defending any claim arising as a result thereof. Both bodily injury and property damage insurance shall be on an occurrence basis, and said policy or policies shall provide that the coverage afforded thereby shall be primary coverage to the full limit of liability stated in the declarations, and that if any of City insureds have other insurance against the loss covered by said policy or policies, the other insurance shall be excess only. Said policy or policies shall provide for minimum limits in the amount of One Million Dollars ($1,000,000) for bodily injury or death, each person, and One Million Dollars ($1,000,000) for bodily injury or death, each occurrence, and One Million Dollars ($1,000,000) for property damage, each occurrence. Each policy shall contain an endorsement that said policy shall not be canceled or coverage reduced except upon thirty (30) days advance written notice thereof to City. Subdivider will be required to obtain a "Permit for Construction in a Public Street" ("Permit") prior to constructing any of the improvements set forth in paragraph 1 or Exhibit "A" hereof. City will consider a request by Subdivider that the insurance posted for the Permit also be used to satisfy the insurance obligation of this paragraph 19. 20. Title to Public Improvements. Title to and ownership of all public improvements constructed hereunder shall vest absolutely in City, upon completion and acceptance thereof by City. 21. Final Drawings. Upon completion of all improvements, subsequent to acceptance thereof by City, Subdivider shall supply City with “as-built drawings. The as-built drawings of the project shall consist of one (1) permanent (mylar--3 mil) drawing, and one set of computer-aided drafting (CAD) drawings (the “CAD Drawings”). The CAD Drawings shall be without representation or warranty as to any portion of the plans which contain reference to improvements that are not designed or constructed by geographic information systems, and depict all water, gas, wastewater, storm drain, electric, telephone, communications, and cable television facilities therein. The CAD Drawings shall conform to the California Coordinate System, Zone 3 (CCS83). The CAD Drawings shall be certified as being “as-builts” and shall reflect the job as actually constructed, with all changes incorporated therein. The requirements of this paragraph 21 shall not apply to the private improvements to be performed hereunder, specified as Items 9-12 of Exhibit A hereof. However, Subdivider shall comply with all requirements of Titles 16 and 18 of the Palo Alto Municipal Code concerning all public and private improvements required to be performed hereunder. 22. Notice of Completion. Subdivider shall file, or cause to be filed, a Notice of Completion of the improvements herein specified. 23. Final Inspection, Acceptance and Certification. All of the improvements must be completed prior to the final inspection. Upon the satisfactory completion of the improvements by Subdivider, the City Engineer shall certify that the work of said improvements has been satisfactorily completed. Such certification shall be made in writing in accordance with standard City procedures. 24. Trees. 25. Grade Differential. The Project that is the subject of this agreement shall return to the City Council for further approval if there is a change in the grade differential of one (1) foot or greater in height from neighboring sites. 7 26. ARB Compliance. The Project shall be constructed in compliance with all conditions established by the ARB. 27. Assignment of Contract. Neither this agreement, nor any part hereof, shall be assignable by Subdivider without the written consent of City. Any attempted assignment without first obtaining such consent shall be void and of no effect. 28. Binding on Successors. The terms, covenants and conditions of this agreement shall run with the land and shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, contractors, and subcontractors of the parties. 29. Costs and Attorneys' Fees. The prevailing party in any action brought to enforce the terms of this agreement or arising out of this agreement may recover from the other party its reasonable costs and attorneys' fees expended in connection with such an action. 30. Notices. All notices hereunder shall be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To City: Office of the City Clerk 250 Hamilton Avenue Palo Alto, CA 94301 To Subdivider: ZIJIN, LLC 15001 MONTALVO RD, SARATOGA, CA, 95070 IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed in duplicate the day and year first above written. 8 CITY OF PALO ALTO ____________________________ Assistant City Manager APPROVED AS TO FORM: ____________________________ Assistant City Attorney APPROVED AS TO CONTENT: ____________________________ Director of Public Works ____________________________ Director of Planning and Community Environment SUBDIVIDER NAME By: _______________________________ ZIYU JIN ZIJIN, LLC Title: ________PRESIDENT___________ 9 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF CALIFORNIA ) COUNTY OF SANTA CLARA ) On ________________, before me, ___________________, a notary public in and for said County, personally appeared _______________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ________________________ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 10 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF CALIFORNIA ) COUNTY OF SANTA CLARA ) On ________________, before me, ___________________, a notary public in and for said County, personally appeared _______________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ________________________ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. 11 CERTIFICATE OF ACKNOWLEDGMENT (Civil Code § 1189) STATE OF CALIFORNIA ) COUNTY OF SANTA CLARA ) On ________________, before me, ___________________, a notary public in and for said County, personally appeared _______________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ________________________ A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. Attachment C Project Plans Hardcopies of project plans are provided to Board members. These plans are available to the public online and/or by visiting the Planning and Community Environmental Department on the 5th floor of City Hall at 250 Hamilton Avenue. Directions to review Project plans online: 1. Go to: bit.ly/PApendingprojects 2. Scroll down to find “3877 El Camino Real” and click the address link 3. On this project specific webpage you will find a link to the project plans and other important information Direct Link to Project Webpage: https://www.cityofpaloalto.org/news/displaynews.asp?NewsID=4333 City of Palo Alto (ID # 10500) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/5/2019 City of Palo Alto Page 1 Summary Title: 1700 & 1730 Embarcadero Road (Mercedes/Audi Dealership) Title: SECOND READING: PUBLIC HEARING / QUASI-JUDICIAL. 1700 & 1730 Embarcadero Road [18PLN-00186]: Request Zoning Map Amendment, Site and Design Review and Design Enhancement Exception to Allow the Demolition of an Existing 18,000 Square Foot Vacant Restaurant Building and a 15,700 Square Foot Audi Service Building, and Construction of two new Automobile Dealerships Totaling 84,900 Square Feet. The Zoning Map Amendment Would Change the Zoning Designation From CS(D) and PC to CS(D)(AD) for Both Parcels. (FIRST READING: June 24, 2019 PASSED: 6 -1 Kou no) From: City Manager Lead Department: Planning and Development Recommendation: Staff recommends that Council conduct a second reading and adopt the attached ordinance (Attachment A) on second reading; Zoning Map Amendment, Site and Design Review and Design Enhancement Exception to Allow the Demolition of an Existing 18,000 Square Foot Vacant Restaurant Building and a 15,700 Square Foot Audi Service Building, and Construction of two new Automobile Dealerships Totaling 84,900 Square Feet. The Zoning Map Amendment Would Change the Zoning Designation From CS(D) and PC to CS(D)(AD) for Both Parcels. Attachments: Attachment A: Ordinance (DOCX) Not Yet Approved 1 Ordinance No. Ordinance of the Council of the City of Palo Alto Amending the Zoning Map of the City of Palo Alto for 1700 Embarcadero Road to Change the Zoning from Commercial Service with Site and Design Review Overlay (CS(D)) to Commercial Service with Site and Design Review and Automobile Dealership Combining Districts (CS(D)(AD)) and Amending the Zoning Map of the City of Palo Alto for 1730 Embarcadero Road to Change the Zoning from Planned Community (PC-4846) to Commercial Service with Site and Design Review and Automobile Dealership Combining Districts (CS(D)(AD)) 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 Planning and Transportation Commission conducted a duly noticed public hearing on March 27, 2019, at which it reviewed, considered, and recommended Palo Alto Municipal Code (PAMC) Section 18.08.040 (the Zoning Map) be amended: (1) to rezone that certain real property commonly known as 1700 Embarcadero Road, more particularly described in Exhibit 1, to change the zoning from the Commercial Service with Site and Design Review Overlay (CS(D)) zoning district to the Commercial Service with Site and Design Review and Automobile Dealership Combining Districts (CS(D)(AD)) zoning district; and (2) to rezone that certain real property commonly known as 1730 Embarcadero Road, more particularly described in Exhibit 2, to change the zoning from the Planned Community (PC-4846) zoning district to the Commercial Service with Site and Design Review and Automobile Dealership Combining Districts (CS(D)(AD)) zoning district. B. The City Council held a duly noticed public hearing on ________, and considered the subject amendment of the Zoning Map, including the recommendation by staff and the Planning and Transportation Commission and all public comments received prior to or at the hearing. SECTION 2. Amendment of Zoning Map (a) Section 18.08.040 of the Palo Alto Municipal Code, the “Zoning Map,” is hereby amended by changing the zoning from the Commercial Service with Site and Design Review Overlay (CS(D)) zoning district to the Commercial Service with Site and Design Review and Automobile Dealership Combining Districts (CS(D)(AD)) zoning district for all that real property situated in the City of Palo Alto, County of Santa Clara, State of California, described in Exhibit 1 (Legal Description and Map) attached hereto and incorporated herein by reference, and commonly known as 1700 Embarcadero Road. Not Yet Approved 2 (b) Section 18.08.040 of the Palo Alto Municipal Code, the “Zoning Map,” is hereby further amended by changing the zoning from the Planned Community (PC-4846) zoning district to the Commercial Service with Site and Design Review and Automobile Dealership Combining Districts (CS(D)(AD)) zoning district for all that real property situated in the City of Palo Alto, County of Santa Clara, State of California, described in Exhibit 2 (Legal Description and Map) attached hereto and incorporated herein by reference, and commonly known as 1730 Embarcadero Road. SECTION 3. The City as the lead agency for the Project, including the zoning map amendments, has determined that the project is subject to environmental review under provisions of the California Environmental Quality Act (CEQA) under Guideline section 15070, Decision to Prepare a Negative or Mitigated Negative Declaration. An Initial Study/Mitigated Negative Declaration was prepared in January 2019 for the project and identified potential significant impacts with the implementation of the project. Those impacts can be reduced to a level of less than significant with the incorporation of mitigation measures. On the basis of the whole record before it, that there is no substantial evidence that the project will have significant effect on the environment and that the mitigated negative declaration reflects the lead agency’s independent judgment and analysis. The City of Palo Alto Planning & Community Environment Department is the custodian of these documents. The Negative Declaration was made available for public review beginning March 15, 2019 through April 22, 2019. The City Council approved the Mitigated Negative Declaration on _________________. SECTION 4. This Ordinance shall be effective on the thirty-first (31st) day after its passage and adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Deputy City Attorney City Manager Director of Planning and Community Environment Not Yet Approved 3 Exhibit 1 – Legal Description and Map REAL PROPERTY IN THE CITY OF PALO ALTO, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA. DESCRIBED AS FOLLOWS: BEING ALL OF PARCEL 3 AS SHOWN ON THAT CERTAIN PARCEL MAP FILED FOR RECORDED ON JULY 1, 1969 IN BOOK 255 OF MAPS AT PAGE 54 SANTA CLARA COUNTY RECORDS AND A PORTION OF PARCEL 1 AS SHOWN ON THAT CERTAIN RECORD OF SURVEY FILED FOR RECORD ON OCTOBER 22,1967 IN BOOK 229 OF MAPS AT PAGE 24, SANTA CLARA COUNTY RECORDS AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE EASTERLY LINE of EAST BAYSHORE ROAD AT THE NORTHWEST CORNER OF SAID PARCEL 3; THENCE ALONG SAID EASTERLY LINE NORTH 16°19’50" WEST, 248.63 FEET; THENCE ALONG THE ARC OF A CURVE TO THE RIGHT HAVING A RADIUS OF 25.00 FEET, THROUGH A CENTRAL ANGLE OF 49°05’08" FOR AN ARC DISTANCE OF 42.84 FEET TO A POINT ON THE SOUTHERLY LINE OF EMBARCADERO ROAD; THENCE ALONG SAID SOUTHERLY LINE NORTH 52°42’10" EAST 251.52 FEET TO THE MOST NORTHERLY CORNER OF THE LANDS OF THE HC INVESTMENT ASSOCIATES LP AS DESCRIBED IN THAT CERTAIN GRANT DEED RECORDED ON JULY 11, 2006 AS DOCUMENT NO. 19010187, SANTA CLARA COUNTY RECORDS; THENCE ALONG THE EASTERLY LINE OF SAID LANDS OF HC INVESTMENT ASSOCIATES LP AND THE EASTERLY LINE OF SAID PARCEL 3, SOUTH 37°17’50" EAST, 341.83 TO A POINT ON THE SOUTHERLY LINE OF SAID PARCEL 3; THENCE ALONG SAID SOUTHERLY LINE, SOUTH 55°41’07" WEST, 393.67 FEET TO A POINT ON THE EASTERLY UNE OF EAST BAYSHORE ROAD; THENCE ALONG SAID EASTERLY LINE NORTH 16°19’50" WEST, 64.13 FEET TO THE POINT OF BEGINNING AS DESCRIBED IN THAT CERTIFICATE OF COMPLIANCE (LOT LINE ADJUSTMENT- MERGER). RECORDED DECEMBER 17, 2009 AS INSTRUMENT NO. 20544106 OF OFFICIAL RECORDS. FROM: FIRST AMERICAN TITLE REPORT ORDER NO. NCS-840390-SM, DATED MARCH 7, 2017. Not Yet Approved 4 Not Yet Approved 5 Exhibit 2 – Legal Description and Map REAL PROPERTY IN THE CITY OF PALO ALTO, COUNTY OF SANTA CLARA, STATE OF CALIFORNIA, DESCRIBED AS FOLLOWS: PARCEL ONE: PARCEL 4, AS SHOWN ON THAT CERTAIN PARCEL MAP RECORDED JULY 1, 1969 IN BOOK 255, PAGE 54 OF MAPS, RECORDS OF SANTA CLARA COUNTY, CALIFORNIA. PARCEL TWO: AN EXCLUSIVE EASEMENT: 20.00 FEET IN WIDTH FOR THE PURPOSE OF INGRESS AND EGRESS, AS CREATED BY THAT CERTAIN EASEMENT AGREEMENT DATED FEBRUARY 13, 1998 AND RECORDED FEBRUARY 13, 1998. INSTRUMENT NO. 14053158, UPON THE TERMS AND PROVISIONS CONTAINED THEREIN, THE CENTERLINE OF SAID EASEMENT BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEING A PORTION OF PARCEL 1 OF THAT CERTAIN PARCEL MAP FILED APRIL 29, 1981 IN BOOK 483 OF MAPS, AT PAGE 40, OFFICIAL RECORDS OF SANTA CLARA COUNTY, FURTHER DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST EASTERLY CORNER OF THE AFOREMENTIONED PARCEL 1 (483 M 40), SAID MOST EASTERLY CORNER BEING A POINT ON THE SOUTHWESTERLY RIGHT OF WAY LINE OF FABER PLACE 60 FEET IN WIDTH AS SAID RIGHT OF WAY SHOWN ON THAT CERTAIN RECORD OF SANTA CLARA COUNTY; THENCE NORTHWESTERLY ALONG SAID SOUTHWESTERLY RIGHT OF WAY LINE ALONG THE ARC OF A 3030.00 FOOT RADIUS CURVE TO THE RIGHT, THE CENTER OF WHICH BEARS, NORTH 52°38'11" EAST THROUGH A CENTRAL ANGLE OF 3°31'03" AN ARC DISTANCE OF 186.02 FEET, TO THE TRUE POINT OF BEGINNING OF THIS DESCRIPTION; THENCE LEAVING SAID SOUTHWESTERLY RIGHT OF WAY LINE. SOUTH 56°06'34" WEST, 4.74 FEET; THENCE SOUTHWESTERLY ALONG THE ARC OF 20.00 FOOT RADIUS TANGENT CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 35°21'55" AN ARC DISTANCE OF 12.34 FEET TO A POINT OF REVERSE CURVATURE, THENCE WESTERLY ALONG A 20.00 FOOT RADIUS TANGENT CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 32°01'57", AND ARC DISTANCE OF 11.18 FEET; THENCE SOUTH 52°46'36" WEST, 82.58 FEET; THENCE WESTERLY AND SOUTHERLY ALONG THE ARC ON A 20.00 FEET RADIUS, TANGENT CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 90°13'34", AN ARC DISTANCE OF 31.49 FEET, THENCE SOUTH 37°26'58" EAST, 0.74 FEET; THENCE SOUTHERLY AND SOUTHWESTERLY ALONG THE ARC OF 20.00 FOOT RADIUS TANGENT CURVE TO THE RIGHT THROUGH A CENTRAL ANGLE OF 90°09'21", AN ARC DISTANCE OF 31.47 FEET; THENCE SOUTH 52°42'23" WEST, 181.99 FEET; THENCE SOUTHWESTERLY AND WESTERLY ALONG THE ARC OF A 20.00 FOOT RADIUS TANGENT CURVE TO THE RIGHT, THROUGH A CENTRAL ANGLE OF 67°04'48" AN ARC DISTANCE OF 23.42 FEET TO A POINT OF REVERSE CURVATURE; THENCE WESTERLY AND SOUTHWESTERLY ALONG ARC OF A 20.00 FOOT RADIUS TANGENT CURVE TO THE LEFT, THROUGH A CENTRAL ANGLE OF 67°05'02", AN ARC DISTANCE OF 23.42 FEET; THENCE SOUTH 52°42'10" Not Yet Approved 6 WEST 7.16 FEET TO THE WESTERLY LINE OF SAID PARCEL 1 (483 MAPS 40) AND THE SOUTHWESTERLY TERMINUS OF THE DESCRIPTION. THE SIDELINES OF SAID STRIP ARE TO BE SHORTENED OR LENGTHENED TO TERMINATE AT THE EASTERLY AND WESTERLY BOUNDARY LINE OF SAID PARCEL 1 (483 MAPS 40). Not Yet Approved 7 Not Yet Approved 8 CITY OF PALO ALTO OFFICE OF THE CITY AUDITOR August 5, 2019 The Honorable City Council Palo Alto, California Policy and Services Recommends the City Council Accept the Business Registry Audit The Office of the City Auditor recommends acceptance of the Business Registry Audit. At its meeting on September 11, 2018, the Policy and Services Committee approved and unanimously recommended that the City Council accept the report. Additionally, the Policy and Services Committee directed the City Auditor to conduct additional analysis to gain a better understanding of the audited data. The memorandum attached to this audit provides the requested information. The City Auditor’s report to the Policy and Services Committee and the transcript minutes are available on the City’s Policy and Services Committee website. Respectfully submitted, Don Rhoads, CPA Special Advisor to the Office of the City Auditor Management Partners ATTACHMENTS: • Attachment A: Business Registry Audit (PDF) • Attachment B: Business Registry Post Audit Memorandum (PDF) Department Head: Don Rhoads, Special Advisor to the Office of the City Auditor Page 2 Business Registry Audit August 28, 2018 Office of the City Auditor Harriet Richardson, City Auditor Houman Boussina, Senior Performance Auditor Attachment A Page intentionally left blank for double-sided printing Attachment A Office of the City Auditor ● 250 Hamilton Avenue, 7th Floor ● Palo Alto, CA 94301 ● 650.329.2667 Copies of the full report are available on the Office of the City Auditor website at: http://www.cityofpaloalto.org/gov/depts/aud/reports/performance/default.asp OFFICE OF THE CITY AUDITOR EXECUTIVE SUMMARY Business Registry Audit August 28, 2018 PURPOSE OF THE AUDIT The purpose of this audit was to assess the City’s business registry rules, processes, and data and provide recommendations to improve and maintain data quality. CONCLUSION The City’s business registry data was not reliable. Data that MuniServices LLC started collecting under contract with the City in 2018 should be more reliable, but there is opportunity for further improvement. REPORT HIGHLIGHTS Finding: (Page 4) Some of the City’s business registry data from 2015 to 2017 was inaccurate, incomplete, and inconsistent, and the registry data showed business trends that were inconsistent with comparable economic data. Although the City staff planned to collect complete, accurate, and useful data, it did not have a process to validate the accuracy and completeness of the registry data it collected and the self-reporting nature of the program made it difficult to validate the data. MuniServices’ processes to administer the City’s registry should result in more reliable data starting in 2018, but there are opportunities to improve the quality of the data even more. Key Recommendations: • Review and modify the questions, as necessary, that the City asks businesses to self-report and identify the type and sources of other data that can improve the accuracy of data collected. • Develop a broader strategy to improve the reliability of the business registry and supplement data that businesses self-report by exploring and assessing the cost versus benefit of options such as obtaining data that is available from external reliable sources, providing to MuniServices other business data that the City has available, and conducting in-person observations of businesses to physically identify where businesses are located. • Update the Development Services Department’s business registry administrative manual to reflect Development Services’ new project management and contract administrator roles and responsibilities. Attachment A Page intentionally left blank for double-sided printing Attachment A TABLE OF CONTENTS Objective ................................................................................................................................................. 1 Background ............................................................................................................................................. 1 Scope ...................................................................................................................................................... 2 Methodology .......................................................................................................................................... 2 Finding: The City’s business registry data was not reliable. Data that MuniServices LLC started collecting under contract with the City in 2018 should be more reliable, but there is opportunity for further improvement. .................................................................................................................................... 4 Recommendations ............................................................................................................................. 8 Appendix: City Manager’s Response ................................................................................................... 10 ABBREVIATIONS BID Business Improvement District LLC Limited Liability Company NAICS North American Industry Classification System PAMC Palo Alto Municipal Code SUSB U.S. Census Bureau’s Statistics of U.S. businesses Attachment A Page intentionally left blank for double-sided printing Attachment A Business Registry Audit 1 INTRODUCTION Objective The purpose of this audit was to assess the City’s business registry rules, processes, and data and provide recommendations to improve and maintain data quality. Background In 2014, City Council directed staff to quickly plan a business registry program with the following specifications: • Online, simple to use, and integrated with the City’s existing permit management system (Accela) technology. • Include useful information for planning purposes (e.g., number of employees, business type) on City businesses that occupy commercial spaces. • Cost recovery in nature (i.e., not meant to generate additional revenue for the City). • Include plans for outreach, marketing, and enforcement. • Ready to launch by December 31, 2014. The City launched the business registry program in March 2015, and the City Council has since continued to provide specific direction on program management to: • Enhance and refine the business registry online system and questionnaire. • Exempt small businesses, small nonprofits, and religious organizations. • Explore mechanisms for ensuring compliance. • Obtain a third-party database as a point of comparison for the registry. The Development Services Department (Development Services) administers the City’s business registry in accordance with Palo Alto Municipal Code (Municipal Code) Chapter 4.60, which requires every person who conducts any business in a fixed place in Palo Alto to complete an application and pay a fee to obtain a business registration certificate annually. Starting in 2015, the City required Palo Alto businesses, with some exemptions, to provide information about their businesses based on Council- approved questions.1 Development Services administered the 1 Small businesses and nonprofits with less than one employee on site, religious organizations, home-based businesses, and transitory businesses are exempt from the business registration process. Attachment A 2 Business Registry Audit business registry from 2015 to 2017. It collected and stored business registry surveys electronically in its database to provide information for managing land use, transportation, and zoning. In January 2018, the City entered into a two-year, $85,000 agreement with MuniServices LLC to administer the City’s business registry program. Development Services staff who administered the business registry now manage the contract and serve as a liaison between the City and MuniServices. Scope We reviewed the City’s business registry administration process and data from 2015 through 2017. Because the City transitioned administration of its business registry to MuniServices in 2018, we could not assess registration data for 2018, which MuniServices was in process of gathering as we conducted the audit. Methodology To accomplish our objective, we: • Identified and reviewed applicable regulations, policies, and procedures, including PAMC Chapter 4.60 and the Business Registry Administrative Manual. • Interviewed Development Services staff to understand the processes used to administer the business registry from 2015 to 2017. • Reviewed the City’s contract with MuniServices and interviewed MuniServices staff to understand how MuniServices plans to administer the City’s business registry starting in 2018. • Compared the City’s business registry data with U.S. Census Bureau business registration data for Palo Alto and Santa Clara County. • Assessed the completeness and consistency of existing business registry data that the City collected from 2015 to 2017. Data reliability Our audit objective included assessing the reliability of the business registry data (see Objective, Scope, and Methodology sections above). Because this was the focus of our audit, we addressed our conclusions regarding the reliability of business registry data in our audit finding. Because the U.S. Census Bureau Attachment A Business Registry Audit 3 is commonly accepted as a reliable source of data, we did not assess the reliability of its business registration data Compliance with government auditing standards We conducted this business registry audit in accordance with our FY 2018 Annual Audit Work Plan and generally accepted government auditing standards. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives. We would like to thank management and staff in the Development Services Department for their time, cooperation, and assistance during the audit process. Attachment A 4 Business Registry Audit Finding The City’s business registry data was not reliable. Data that MuniServices LLC started collecting under contract with the City in 2018 should be more reliable, but there is opportunity for further improvement. Summary Some of the City’s business registry data from 2015 to 2017 was inaccurate, incomplete, and inconsistent, and the registry data showed business trends that were inconsistent with comparable economic data. Although City staff planned to collect complete, accurate, and useful data, it did not have a process to validate the accuracy and completeness of the registry data it collected and the self-reporting nature of the program made it difficult to validate the data. MuniServices’ processes to administer the City’s registry should result in more reliable data starting in 2018, but there are opportunities to improve the quality of the data even more. Duplicate, inconsistent, and incomplete data The City’s 2015 to 2017 business registry data contained numerous duplicate, inconsistent, or incomplete records, which limit the usefulness of the data and could cause incorrect conclusions about year-over-year business trends. For example: • The registry included three fictional business records named “Test Complete Application” that were entered in 2016, each showing 618 employees, 739 leased parking spaces, and 860 provided parking spaces. The registry also included duplicate records for some registered businesses. Development Services staff cannot delete any registry records due to system limitations but are aware of the test and duplicate records, which they manually remove when making the data available to others.2 • Some registry records had incomplete information (e.g., street number, phone number, email address). Some registry records were also formatted inconsistently (e.g., inconsistent capitalization and abbreviations). Incomplete and inconsistent data make it difficult to identify duplicate or missing business records, maintain an accurate registry mailing list, and use software to visualize businesses on a map. 2 The City provides public access to nonconfidential business registry data in its Open Data Portal at http://data.cityofpaloalto.org/home. Attachment A Business Registry Audit 5 • Some businesses did not consistently classify themselves from year to year. For example, a business may have reported that it was a professional and general business corporation in one year and general retail in another year. Data standardization, including use of consistent and commonly-accepted terms to classify businesses, makes it possible to efficiently summarize, report, and analyze data and trends. Having accurate business classifications can also ensure that only businesses that meet the City’s business registry exemptions are provided the exemption. Using an industry-accepted classification methodology, such as the North American Industry Classification System (NAICS) could improve the reliability of business classifications.3 For example, Retail Trade is one of 20 NAICS sectors, and includes 66 broad industry subcategories, such as car dealerships, clothing stores, pet stores, pharmacies, and household appliance stores. The subcategories are further broken down into specific types of establishments. For example, the Nursery, Garden Center, and Farm Supply Stores industry and the Hobby, Toy, and Game Stores industry each include 6 specific types of establishments. Businesses registry data inconsistent with comparable economic data The business registry showed a significant decline in the number of businesses and employees from 2015 to 2017 (Exhibit 1) that may be in part due to: • A Municipal Code amendment in 2016 to exempt small businesses and nonprofit agencies from business registration. • Businesses that did not respond to the City’s registry survey. • Inconsistencies between how businesses counted the number of employees to report to the City each year. 3 NAICS is used by federal statistical agencies to uniformly classify businesses based on the types of services and products they provide for the purpose of collecting, analyzing, and publishing statistical data related to the U.S. business economy. The U.S. Economic Classification Policy Committee, Statistics Canada, and Mexico’s Instituto Nacional de Estadistica y Geografia jointly developed NAICS to allow for a high level of comparability in business statistics among the North American countries. Attachment A 6 Business Registry Audit EXHIBIT 1 Business Registry Trends Year Certificates+ Establishments+ Employees Square Feet Leased Parking Provided Parking 2015 2,589 2,912 75,082 32,644,221 3,746 69,053 2016 2,147 2,451 81,218 35,445,059 7,661 73,980 2017 1,929 2,225 68,514 29,364,348 7,289 67,624 Change from: 2015 to 2017 -25% -24% -9% -10% +95% -2% + Certificates correspond to the number of primary business establishments. Total establishments includes both the primary business and any secondary business locations recorded in the registry. SOURCE: City of Palo Alto Business Registry However, the decline is inconsistent with other data showing that the City had an overall positive economic trend during this period. U.S. Census data and sales tax data can be used as a proxy to show that the registry data is not sufficiently reliable. U.S. Census data from 2011 to 2016 (the most recent data available) show that the number of Palo Alto business establishments increased at least 2 percent each year. It shows that Palo Alto had 3,880 business establishments and 116,932 paid employees in 2016, compared to 2,451 establishments and 81,218 employees shown in the City’s business registry, a difference of 1,429 establishments and 35,714 employees.4 Other comparable economic data show continued economic growth that is also inconsistent with the business registry data. For example, MuniServices’ data show a 5 percent year-over- year increase in Palo Alto sales tax from 2015 to 2016 and from 2016 to 2017. No past City process to validate the accuracy and completeness of 2015-2017 registry data Palo Alto businesses are responsible for reporting accurate information about their businesses, such as the number of employees and parking spaces, in the City’s annual registry survey. Development Services had a manual that provided an overview of the registry administration process, but it did not include a data dictionary or describe how to collect and maintain reliable data. Development Services did not have sufficient 4 The U.S. Census Bureau’s Statistics of U.S. Businesses (SUSB) program provides the only source of annual, complete, and consistent enterprise-level data for U.S. businesses, with industry detail at: https://www.census.gov/programs- surveys/susb.html. SUSB data are from the Business Register, which contains the Census Bureau’s most complete, current, and consistent data for U.S. business establishments taken from economic censuses, business surveys, Federal tax records, and other departmental and federal statistics. SUSB data are available 24 months after each reference year and include the number of firms, number of establishments, annual payroll, and employment. Attachment A Business Registry Audit 7 policies, procedures, tools, or practices to ensure data reliability, such as: • Business registry system settings to prevent errors or inconsistencies in data entry and formatting. • Data analytic software to identify and correct unreliable records, including duplicate records. • Unique accounts assigned for each Palo Alto business to help better track businesses, maintain reliable data, and avoid the manual process to update the registry mailing list each year. Clarifying uses of the business registry can help improve reliability and relevance of the data The purpose of the business registry is broadly stated as to provide information for managing land use, transportation, and zoning. To provide reliable and useful information, the registry should include all Palo Alto businesses and their addresses, even if some are exempt from paying a registry fee. Although the City Council and staff have provided input on the business registry questionnaire, the questions have remained generally unchanged since 2015. We did not identify any ongoing City process that uses the data, which suggests that the data does not currently meet the City’s business needs or address its changing priorities. Being more specific about the potential uses of the business registry can help inform the types of questions that should be included in the registry questionnaire and the data the City collects, as well as help focus the City’s efforts and resources to maintain the reliability of the data. MuniServices’s process to administer the City’s registry should result in more reliable data In 2018, Development Services contracted with MuniServices to administer the City’s business registry. MuniServices has established some quality control processes that should result in more reliable data, including: • Correcting the City’s existing mailing list of Palo Alto businesses (e.g., removing duplicate business addresses). • Assigning unique, password-protected user accounts for Palo Alto businesses in the MuniServices online business registry system. Attachment A 8 Business Registry Audit • Comparing business registry data with the City’s business improvement district (BID) data to identify businesses that may be included in one but not the other data set.5 However, the contract does not specify what comparable data MuniServices should use to verify the accuracy of the business registry or the frequency for making such comparisons. MuniServices plans to use the City’s (BID) data and other data available to them to ensure that the registry is reliable going forward. Although this should help improve the reliability of business registry data starting in 2018, the comparison with the City’s (BID) data may be of limited value because that program exempts businesses not within its boundaries. Opportunities for improved data MuniServices offers services that are outside of the City’s contract scope that could address some of the concerns we identified and further improve the registry data such as: • Comparing business registry records with other databases, such as MuniServices’s proprietary data or the City’s utilities customer billing data (e.g., customer name and address), to identify businesses that are not registered. • In-person observation of businesses to see where businesses exist. According to MuniServices, this process may be costly and unpopular with businesses. However, it would provide a means of validating the completeness and accuracy of registry data. A more limited approach is for City staff to verify that a business is registered when the City receives a code enforcement complaint about a business or when a business applies for a permit. Recommendations We recommend that the City Manager: 1. Identify and consult with key stakeholders (e.g., City Council, Planning and Community Environment Department) who use the business registry to clarify existing and potential uses and priorities for business registry data. Based on these consultations, review and modify the questions, as necessary, that the City asks businesses to self-report. 5 MuniServices also administers the City’s Business Improvement District assessment program, which requires businesses within certain geographic boundaries in Palo Alto to pay a fee that partially funds the activities of the Palo Alto Downtown Business and Professional Association. Attachment A Business Registry Audit 9 2. As part of a broader strategy to improve the reliability of the business registry, explore and assess the cost versus benefit of the following options, which may work in synergy: • Identify the type and sources of external data that can improve the accuracy of data collected. This could include, for example, using the U.S. Census Bureau’s Statistics of U.S. Businesses program data, either by itself or together with other available data, to validate business registry data and identify potentially unregistered businesses. • Provide City data to MuniServices to help improve and monitor the reliability of the registry data (e.g., validation of registration when code violations are reported against a business or when a business applies for a permit, utilities customer data). • Gather data from in-person observations of City businesses. If the City decides to conduct in-person observations, it should work with MuniServices to plan, conduct, and accurately record the observations in a useful format. Alternatively, this could include hiring temporary help to physically identify where businesses are located in the City to supplement data self-reported by businesses or through other data sources and to improve the accuracy of future updates. 3. Update the Development Services business registry administrative manual to reflect Development Services’ new project management and contract administrator roles and responsibilities. The update should incorporate: • The City’s guidelines for contract administration roles and responsibilities that are available in the City’s Procurement Fundamentals Training Guide. • Specific steps to monitor the reliability of the registry data. This can include basic steps to periodically review trends and validate the consistency, accuracy, and completeness of a sample of registry records by comparing them with other City or publicly available databases. Attachment A 10 Business Registry Audit APPENDIX – City Manager’s Response Attachment A Business Registry Audit 11 Attachment A 12 Business Registry Audit The City Manager has agreed to take the following actions in response to the audit recommendations in this report. The City Manager will report progress on implementation six months after the Council accepts the audit report, and every six months thereafter until all recommendations have been implemented. Recommendation Responsible Department(s) Agree, Partially Agree, or Do Not Agree and Target Date and Corrective Action Plan To be completed 6 months after Council acceptance and every 6 months thereafter until all recommendations are implemented Current Status Implementation Update and Expected Completion Date Finding: The City’s business registry data was not reliable. Data that MuniServices LLC started collecting under contract with the City in 2018 should be more reliable, but there is opportunity for further improvement. To improve and maintain the quality of the City’s business registry data, we recommend that the City Manager: 1. Identify and consult with key stakeholders (e.g., City Council, Planning and Community Environment Department) who use the business registry to clarify existing and potential uses and priorities for business registry data. Based on these consultations, review and modify the questions, as necessary, that the City asks businesses to self-report. City Manager’s Office, Development Services, Planning and Community Environment, and Transportation Agree Target Date: June 30, 2019 Corrective Action Plan: Development Services Department (DSD) will lead an effort to gather feedback from internal department stakeholders as noted in the column to the left. The department may also discuss the registry with external stakeholders. Staff will return to City Council for a recommendation prior to the 2020 Business Registry cycle. 2. As part of a broader strategy to improve the reliability of the business registry, explore and assess the cost versus benefit of the following options, which may work in synergy: • Identify the type and sources of external data that can improve the accuracy of data collected. This could include, for example, using the U.S. Census Bureau’s DSD Agree Target Date: June 30, 2019 Corrective Action Plan: DSD agrees to explore and assess the cost versus the benefit of the suggested options. Staff will return to the City Council during the Fiscal Year 2020 budget cycle with any associated program recommendations. Attachment A Business Registry Audit 13 Recommendation Responsible Department(s) Agree, Partially Agree, or Do Not Agree and Target Date and Corrective Action Plan To be completed 6 months after Council acceptance and every 6 months thereafter until all recommendations are implemented Current Status Implementation Update and Expected Completion Date Statistics of U.S. Businesses program data, either by itself or together with other available data, to validate business registry data and identify potentially unregistered businesses. • Provide City data to MuniServices to help improve and monitor the reliability of the registry data (e.g., validation of registration when code violations are reported against a business or when a business applies for a permit, utilities customer data). • Gather data from in-person observations of City businesses. If the City decides to conduct in- person observations, it should work with MuniServices to plan, conduct, and accurately record the observations in a useful format. Alternatively, this could include hiring temporary help to physically identify where businesses are located in the City to supplement data self-reported by businesses or through other data sources and to improve the accuracy of future updates. Staff does intend to utilize MuniServices business discovery and analytics services prior to the 2019 Business Registry cycle. This service will utilize external sources acquired by MuniServices. Staff will also meet with the Utilities and Information Technology departments to discuss data sharing. 3. Update the Development Services business registry administrative manual to reflect Development DSD & ATT Agree Target Date: December 31, 2018 Attachment A 14 Business Registry Audit Recommendation Responsible Department(s) Agree, Partially Agree, or Do Not Agree and Target Date and Corrective Action Plan To be completed 6 months after Council acceptance and every 6 months thereafter until all recommendations are implemented Current Status Implementation Update and Expected Completion Date Services’ new project management and contract administrator roles and responsibilities. The update should incorporate: • The City’s guidelines for contract administration roles and responsibilities that are available in the City’s Procurement Fundamentals Training Guide. • Specific steps to monitor the reliability of the registry data. This can include basic steps to periodically review trends and validate the consistency, accuracy, and completeness of a sample of registry records by comparing them with other City or publicly available databases. Corrective Action Plan: DSD will update the administrative manual prior to the 2019 Business Registry Cycle. Staff does intend to review reliability of the registry data prior to the launch of each annual collection cycle and to include reference to this practice in the administrative manual. Attachment A O F F I C E O F T H E C I T Y A U D I T O R 250 Hamilton Avenue, 7th Floor Palo Alto, CA 94301 650.329.2667 July 25, 2019 The Policy and Services Committee reviewed and recommended to the City Council acceptance of the Business Registry Audit on September 11, 2018, but requested additional information and clarification in the following areas that were not within the audit scope: 1.Reliability (i.e., completes and accuracy) of 2018 business registry data that MuniServices collected for the City 2.Decline in the number of business registrations from 2015 to 2017 3.Comparison of Palo Alto’s business registry with other jurisdictions 1.Reliability of 2018 business registry data collected by MuniServices: Business registry data that MuniServices collected from March to August 2018 was not sufficiently reliable (i.e., complete and accurate); however, the City’s 2018 contract with MuniServices did not include services to improve data reliability. In December 2018, the City entered a contract with Avenu Insights & Analytics, LLC to administer the City’s business registry certificate and business improvement district fee collection programs, including services to “research and ensure the City’s database of business is accurate and reliable.” These services include cross referencing and merging of the City’s business records contained in the current business registry database, business improvement district database, commercial utility billings, vendor file, and use and occupancy applications as well as unspecified external data sources. Avenue Insights & Analytics will continue to work with the City to improve the quality and consistency of the data. Completeness: To assess the completeness of MuniServices’ 2018 business registry data, we identified and prioritized databases that contain Palo Alto business records, including internal City records (e.g., the business improvement district database, commercial utility billings, vendor file, and use and occupancy applications). Due to concerns about the overall completeness, consistency, and relevancy of existing City data, as discussed in past audit reports, we focused on identifying reliable external data from reputable sources shown in Exhibit A. We compared the names, addresses, and any available unique identifiers (e.g., Federal Employer Identification Number) in the 2018 business registry data with external data. Our comparison identified 17,538 unique businesses in these databases that are not found in the 2018 MuniServices business registry data, which includes 3,056 businesses, including secondary locations and businesses exempt from obtaining a business registry certificate.1 Though, based on examination of several external databases, our estimate of 20,594 businesses in Palo Alto is consistent with a prior City consultant report issued on the topic,2 it is important to consider that each 1 In 2018, MuniServices issued 1,639 business certificates for 2,746 businesses, including secondary business locations (e.g., branches), compared to 1,929 certificates and 2,225 businesses in the City’s 2017 data. Including exemptions, the 2018 MuniServices data had 3,056 businesses. 2 https://www.cityofpaloalto.org/civicax/filebank/documents/14976 Attachment B 2 data set listed in Exhibit A, as well as the City’s Business Registry data set, has its own criteria for determining what to include as a business. For example, the City’s business registry is supposed to include a record for all businesses located in a “fixed places of business” in Palo Alto. The external data sets we examined, however, did not include definitive information to determine whether a business had a fixed place of business in Palo Alto. Those businesses may account for some of the 17,538 businesses not included in the MuniServices 2018 business registry data. In addition, some of the 17,538 businesses that we identified may have begun the process of forming a business, but ultimately may not have actually conducted business in Palo Alto. Exhibit A shows details of our comparison of the MuniServices 2018 business registry data with external data sets. Exhibit A – Comparison of 2018 Business Registry Data with external data sets Data Set Results Comments on differences California Office of the Secretary of State’s (SOS) database of corporations, limited partnership, and limited liability companies registered with the SOS. The data set does not include sole proprietorships. 9,417 of 10,314 active Palo Alto corporation, limited partnership, and limited liability companies were not in the 2018 business registry. Of the 9,417 active SOS listings not in the 2018 business registry, 3,441 were corporations, 4,798 were limited liability companies, and 1,178 were limited partnerships. Infogroup’s database of Palo Alto businesses (includes sole proprietorships not in the SOS database) 8,247 of 9,480 Palo Alto businesses in Infogroup’s database were not in the 2018 business registry. Of the 8,247 Infogroup listings not in the 2018 business registry, excluding 3,027 “unclassified businesses,” physicians (363), lawyers (216), other miscellaneous health practitioners (207), restaurants (177), and real estate agents & brokers (166) comprised the largest five categories. GuideStar’s database of Palo Alto nonprofit organizations 809 of 1,038 Palo Alto nonprofit organizations in GuideStar’s database were not in the 2018 business registry. Of the 809 GuideStar nonprofit listings not in the 2018 business registry, public charities (544) and private nonoperating foundations (175)comprised the largest categories. MuniServices’ Sales Tax Analysis & Reporting Service (STARS) database of Palo Alto businesses that pay sales tax 698 of 1,182 Palo Alto businesses that pay sales and/or use tax were not in the 2018 business registry. Of the 698 STARS listings not in the 2018 business registry, specialty stores (95), restaurants (90), personal services (42), light industry (39), and business services (36) comprised the largest five categories. California Department of Tax and Fee Administration’s (CDTFA) database of Palo Alto businesses that pay sales tax 334 of 1,465 Palo Alto businesses that pay sales and/or use tax were not in the 2018 business registry. Classification categories were not available in the CDTFA database. Summary: There were 17,538 unique businesses not in the 2018 business registry. This excludes 1,967 businesses that overlap among the 19,505 businesses identified in the above rows. Attachment B 3 Accuracy: We also identified concerns about the accuracy, consistency, and usability of MuniServices’ 2018 business registry data, which we have communicated to Development Services Department (DSD) and MuniServices staff. For example, the MuniServices 2018 business registry shows that Palo Alto business locations comprised about 77 million square feet compared to about 30 million square feet in the City’s 2017 business registry data. The difference was due at least in part to unusually large, erroneous values entered for some businesses. There were also nonnumeric values in some numeric data fields (e.g., number of employees). MuniServices staff stated they would update their systems to prevent such errors in the future. 2.Trends that underlie the decline in the number of business registrations from 2015 to 2017: Exhibit 1 in the Business Registry Audit report showed a 25 percent decrease in the number of business registry certificates from 2015 through 2017. We identified 1,136 businesses registered in 2015 that were not registered in 2017. Most of the 1,136 were small, service-oriented businesses (e.g., corporations and sole proprietorships with less than 4 employees). We spot checked some of these businesses and found that most should have registered in 2017. However, in accordance with an amendment to the City’s Municipal Code, many of the 1,136 businesses may have had a valid exemption from registering starting in 2016. We did not have data needed to assess whether businesses had valid reasons for claiming exemptions. For example, 379 (66 percent) of 716 businesses that claimed exemptions in 2017 cited the City’s exemption for small businesses or nonprofits with “less than 1 full-time equivalent employee on site.” The data sets we used, shown in Exhibit A, did not have information on the number of full-time equivalents.3 3.Comparison of Palo Alto’s business registry with other jurisdictions’ business registries or licensing models to identify opportunities to improve data reliability and usability: Our comparison of Palo Alto’s business registry with other jurisdictions identified the following key differences:4 •All benchmark jurisdictions have revenue-generating business license and tax programs in contrast to Palo Alto’s fixed-fee, business registry program. Benchmark jurisdictions use a variety of methods and rates to calculate business license taxes including fees based on annual gross receipts, the number of employees, and business square footage. •Benchmark jurisdictions generally require a separate business license for each branch establishment or location of the business. Palo Alto’s business registry program requires applicants to identify “additional business entities” and “secondary locations” under one primary business registry application. At DSD’s request, MuniServices records these additional and secondary entities and locations in an extensive number of data columns for each registration. We have communicated concerns about maintaining and using data collected and stored in this manner to DSD staff (e.g., data analytic and visualization software cannot easily process data in this format). The City’s new contract with Avenu Insights & Analytics includes additional 3 Infogroup data provides the number of employees for most businesses, but not Full Time Equivalents (FTE), defined as the ratio of the total number of paid hours during a period by the number of working hours in that period. GuideStar provides the number of employees for a limited number of nonprofit organizations. 4 Benchmark Cities included Atherton, Berkeley, Cupertino, Menlo Park, Mountain View, Newport Beach, Redwood City, Sunnyvale, and Walnut Creek. Attachment B 4 customization and consulting services that the City can use to improve the structure and usability of the business registry. •Benchmark jurisdictions generally require all businesses to obtain licenses to conduct business in the jurisdiction, with statutory and a limited number of jurisdiction-specific exemptions from payment of the license tax. Palo Alto’s registry program is limited to businesses with a fixed place of business in the City (e.g., office) and requires only basic identification information for exempt businesses (i.e., exempt businesses, unlike in other jurisdictions, are not required to complete the complete registry application). •To improve data reliability, benchmark jurisdictions use a variety of methods such as internal reviews, comparisons with other readily available data (e.g., permit applications from contractors), and contracts for data management services. Two benchmark jurisdictions use the California Franchise Tax Board’s (FTB) City/County Business Tax (CCBT) Program, a free service that helps FTB find businesses not filing required tax returns and cities/counties find unlicensed businesses in their jurisdictions.5 Some jurisdictions participate in meetings of the California Municipal Revenue and Tax Association (CMRTA), which offers training and opportunities to discuss current issues with other business license professionals.6 5 https://www.ftb.ca.gov/businesses/City_Business_Tax_Program/index.shtml 6 https://www.cmrta.org/ Attachment B City of Palo Alto (ID # 10531) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/5/2019 City of Palo Alto Page 1 Summary Title: Fire Chief Appointment Title: Approval of the Appointment of Geoffrey (Geo) Blackshire as Fire Chief From: City Manager Lead Department: Human Resources Recommended Motion The City Manager recommends that the City Council consider the following motion: To confirm the appointment of Geoffrey (Geo) Blackshire as Fire Chief. Recommendation The City Manager recommends that Council confirm the appointment of Geoffrey (Geo) Blackshire as Fire Chief. Executive Summary The Palo Alto Municipal Code requires that the Council confirm the City Manager’s appointment of Geoffrey (Geo) Blackshire as Fire Chief. Background The City Manager makes the appointment to the position of Fire Chief with the confirmation of City Council (Municipal Code section 2.08.020). In accordance with the Municipal Code, the main responsibilities of the Fire Chief include the responsibility for the prevention of fires, the protection of life and property against fires, and the removal of fire hazards and preparation of emergency plans; the rendering of emergency services for which the department is equipped; inspection of business and other premises for fire hazards, and to enforce the fire prevention code; to serve as an information resource for the public, other city departments, industry and the media concerning the areas described in this section, to name a few. Additional responsibilities of the Fire Chief can be found in the Municipal Code Section 2.08.180. Discussion The City Manager requests confirmation of the appointment of Geoffrey (Geo) Blackshire to the position of Fire Chief. The Fire Chief position became vacant when Eric Nickel relocated to Santa City of Palo Alto Page 2 Barbara in January 2019. Chief Blackshire was selected following a thorough national recruitment process, including out-of-state candidates. Chief Blackshire has been with the City of Palo Alto Fire Department for over 21 years, most recently serving as Deputy Chief for the past six years. He is a graduate in English from California State University, Dominguez Hills, designated as a Chief Fire Officer (CFO) by the Center for Public Safety Excellence, and certified as an Executive Chief Officer by the International Association of Fire Chiefs (IAFC). Chief Blackshire will be an “at-will” employee, which means he will serve at the pleasure of the City Manager and can be terminated or asked to resign at any time. His annual salary will be $258,024, which is within the Council-approved salary range for the Fire Chief position, effective August 17, 2019. Chief Blackshire’s benefits and terms of employment are consistent with the City’s Management and Professional Compensation Plan as adopted by Council and there are no special or additional provisions included in this appointment. Resource Impact The Fire Chief position is included in the FY 2020 Adopted Budget. Therefore, no budget modifications or additional funding are necessary. Environmental Review No Impact CITY OF PALO ALTO OFFICE OF THE PUBLIC WORKS August 5, 2019 The Honorable City Council Palo Alto, California SECOND READING: Ordinance Amending Chapter 5.20 (Refuse Collection) of Title 5 of the Palo Alto Municipal Code Related to the Storage, Sorting, Collection and Removal of Refuse, Including Restrictions on the Type and Color of Refuse Collection Bags and Other Modifications to Make Waste Sorting More Effective and Facilitate Monitoring; and Finding the Ordinance to be Exempt Under California Environmental Quality Act (CEQA) (FIRST READING: June 24, 2019 PASSED: 6-1 Tanaka no) This Ordinance was first heard by the City Council on June 24, 2019, where it was approved without changes on a 6-1 (Tanaka no) vote. It is now before you for the second reading. Ordinance Amending Chapter 5.20 (Refuse Collection) of Title 5 of the Palo Alto Municipal Code Related to the Storage, Sorting, Collection and Removal of Refuse, Including Restrictions on the Type and Color of Refuse Collection Bags and Other Modifications to Make Waste Sorting More Effective and Facilitate Monitoring; and Finding the Ordinance to be Exempt Under California Environmental Quality Act (CEQA). MOTION: Council Member Kniss moved, seconded by Council Member DuBois to: A.Find the Refuse Collection Ordinance is exempt from the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Sections 15307 and 15308; and B.Adopt the Refuse Collection Ordinance amending Chapter 5.20 of Title 5 of the Palo Alto Municipal Code (PAMC), related to the storage, sorting, collection and removal of refuse, including restrictions on the type and color of refuse collection bags and other modifications to make waste sorting more effective and facilitate monitoring. AMENDMENT:Council Member Tanaka moved, seconded by Council Member XXX to exempt businesses with fewer than 100 employees. MOTION FAILED DUE TO THE LACK OF A SECOND Page 2 MOTION PASSED: 6-1 Tanaka no ATTACHMENTS: ·Attachment A: Ordinance (PDF) Department Head:Brad Eggleston, Department Director Page 3 Attachment A Not Yet Approved 1 2019052201 Ordinance No. _____ Ordinance of the Council of the City of Palo Alto Amending Sections 5.20.010 (Definitions), 5.20.020 (Declaration of Policy), 5.20.030 (Discarding of Refuse), 5.20.090 (Collection and Ownership of Recycled Materials), 5.20.100 (Collection and Ownership of Compostable Materials), 5.20.105 (Contamination of Containers), 5.20.109 (Requirements for Special Events), 5.20.110 (Exclusions), 5.20.120 (Refuse Containers), 5.20.130 (Maintenance and Placement of Containers) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) of the Palo Alto Municipal Code The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Section 5.20.010 (Definitions) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.010 Definitions. Within and limited to this Chapter, the following words and phrases shall be construed as defined in this section, unless the context indicates otherwise. (1)"Bin" means a detachable refuse container used in connection with commercial premises with a 1 to 8 cubic yard capacity, equipped with a lid, and designed for mechanical pick-up by collection vehicles. (2)"Box" means a wheeled or sledded container or compactor, generally 7 to 50 cubic yards in size, suitable for the storage and collection of commercial solid waste or recyclable materials. (3)"Cart" means a wheeled receptacle equipped with a lid, and designed for mechanical pick-up by collection vehicles. (4)"City" means the government of the City of Palo Alto, defined in Section 1.04.050(1) of the municipal code, with a principal place of business at 250 Hamilton Avenue, Palo Alto, County of Santa Clara. (5)"City manager" means the person referred to in Section 2.08.140 of the municipal code, or designee. (6)"Collection agreement" means a contract with the City for the collection of refuse pursuant to Section 5.20.040. (7)"Collector" means one or more persons authorized by Section 5.20.040 to provide the collection, processing and disposal of refuse pursuant to one or more written contracts with the City. Attachment A Not Yet Approved 2019052201 2 (8)"Commercial business owner" means any person holding or occupying, alone or with others, commercial premises, whether or not the person holds the title or is the record owner of the commercial premise. (9)"Commercial premises" means any occupied real property in Palo Alto, except property occupied by federal, state or local government agencies which do not consent to their inclusion, and except residential premises as defined in subsection (3331) hereof, and shall include, without limitation, any wholesale or retail establishments, restaurant and food service establishment, bar, store, shop, shopping center, office, industrial establishment, manufacturing establishment, service station, repair, research and development establishment, professional, services, sports or recreational facility, any place or premise where an animal is maintained or sheltered, construction or demolition site, a multiple dwelling that is not a residential premise, and any other commercial or industrial business facility, structure, site, or other establishment in Palo Alto. (10)"Compostable materials" means organic materials designated by the City as approved for collection and processing, including, without limitation, yard trimmings, food scraps, soiled paper and compostable plastics, but excluding animal manure, sewage sludge, and human biological wastes. (11)"Composting" means the controlled, biological decomposition of organic materials into humus for use as a soil amendment, conditioner or fertilizer or for any other similar use or purpose. (12)"Construction and/or demolition site" means any real property in Palo Alto, at which a building or structure, or any portion thereof, is being constructed, assembled, erected or demolished, and during which construction or demolition waste which must be removed from the property. (13)"Construction and/or demolition waste" means any waste generated as the result of construction or demolition work, including, without limitation, discarded packaging or containers and waste construction materials, whether brought on-site for fabrication or used in construction or resulting from demolition, excluding liquid waste and hazardous waste. (14)"Container" means any bin, box, cart, compactor, drop box, roll-off box, or receptacle, used for the storage of solid waste, recyclable materials, compostable materials or other materials designated by the City for collection by the collector. (15)"Director" means the person referred to in Section 2.08.190 of the Municipal Code, or the director's designee. (16)"Disposal or processing facility" means a landfill facility, a recycling facility, a composting facility or a solid waste transfer or processing station. (17)"EPA" means the federal Environmental Protection Agency or successor agency. (18)"Food service establishment" means any establishment, located or providing food within Palo Alto, which provides prepared and ready-to-consume food or beverages, for public Attachment A Not Yet Approved 2019052201 3 consumption, including, but not limited to, any retail service establishment, eating and drinking service (as defined in Chapter 18.23), takeout service (as defined in Chapter 18.23), supermarket, delicatessen, restaurant, food vendor, sales outlet, shop, cafeteria, catering truck or vehicle, cart or other sidewalk or outdoor vendor or caterer which provides prepared and ready-to-consume food or beverages, for public consumption. (19)"Hazardous waste" means waste defined as hazardous by Public Resources Code section 40141, as it now exists or may be amended, namely, a waste or combination of wastes, which due to its quantity, concentration, or physical, chemical or infectious characteristics, may do either of the following: (i) cause or significantly contribute to, an increase in mortality or an increase in serious irreversible, or incapacitating reversible, illness; (ii) pose a substantial present or potential hazard to human health or environment when improperly treated, stored, transported, or disposed of, or otherwise managed. "Hazardous waste" includes extremely hazardous waste and acutely hazardous waste, and any other waste as may hereafter from time to time be designated as hazardous by the EPA or other agency of the United States Government, or by the California Legislature or any agency of the State of California empowered by law to classify or designate waste as hazardous, extremely hazardous or acutely hazardous. (20)"Home composting" means the controlled decomposition of organic material, including, without limitation, yard trimmings and kitchen scraps, into humus by any person owning or occupying any place or premises in Palo Alto. (21)"Manure" means the waste droppings of any animal. (22)"Multifamily property" means any residential premise with threefive or more attached units with shared service. (23)"Organic wastes" means "compostable materials." (24)"Person" means any individual, or entity referred to in Section 1.04.050(5) of the Municipal Code and including any general partnership, limited partnership, limited liability partnership, or limited liability company. (25)"Place or premises" means every residential premises and commercial premises, including any structure, apparatus, or portion thereof occupied or operated by any person and situated on an integral parcel of land undivided by a public street, highway, or railway. (26)"Public solid waste or recycling receptacles" means any container for the collection of solid waste, recyclable materials or compostable materials that are both located on public property and intended for use by the general public. (27)"Recyclable materials" means materials designated by the City as suitable for collection and transport to a material recovery facility for processing into a recycled content product, including, without limitation, newspaper, paper, cans, corrugated cardboard, glass and certain types of plastic, and metals. Attachment A Not Yet Approved 2019052201 4 (28)"Recycling" means the process of collecting, sorting, cleansing, treating, and reconstituting materials that would otherwise become solid waste, and returning them to the economic mainstream in the form of raw material for new, reused, or reconstituted products which meet the quality standards necessary to be used in the marketplace. This term does not include transformation as that term is defined in Public Resources Code section 40180. (29)"Refuse" means and includes compostable materials, recyclable materials and solid waste. (30) “Refuse Room” means a room(s) located inside a building in which refuse containers are maintained and refuse is collected. Refuse rooms are typically located at the end of a hallway or on the ground level, but may be in other locations. (310)"Refuse service" means the weekly or other periodic collection, processing and disposal of materials properly deposited in the collector-provided containers for solid waste, as well as weekly collection and processing of recyclable materials and weekly collection and processing of compostable materials. (321)"Residential householder" means any person owning or occupying residential premises in Palo Alto. (332)"Residential premises" means any residential dwelling unit in Palo Alto, including, without limitation, a multiple unit residential complex, such as a rental housing project, condominium, apartment house, mixed condominium and rental housing, and a mobile home park, except any multiple dwelling which, with the prior written approval of the Director, receives commercial bin service. (343)"Salvage" means the controlled removal of construction or demolition debris/material from a permitted building, construction, or demolition site for the purpose of recycling, reuse, or storage for later recycling or reuse. Examples include air conditioning and heating systems, columns, balustrades, fountains, gazebos, molding, mantels, pavers, planters, quoins, stair treads, trim, wall caps, bath tubs, bricks, cabinetry, carpet, doors, ceiling fans, lighting fixtures, electrical panel boxes, fencing, fireplaces, flooring materials of wood, marble, stone or tile, furnaces, plate glass, wall mirrors, door knobs, door brackets, door hinges, marble, iron work, metal balconies, structural steel, plumbing fixtures, refrigerators, rock, roofing materials, siding materials, sinks, stairs, stone, stoves, toilets, windows, wood fencing, lumber and plywood. (354)"Solid waste" means solid and semisolid wastes, generated in or upon, related to the occupancy of, remaining in or emanating from residential premises or commercial premises, including garbage, trash, rubbish, ashes, industrial wastes, manure, animal carcasses, solid or semisolid wastes, and other solid and semisolid wastes. "Solid waste" shall not include liquid wastes or sewage, abandoned vehicles, hazardous waste, recyclable materials or compostable materials. (365)"Solid waste enterprise" shall mean any person regularly engaged in the business of providing solid waste, recyclable materials or compostable materials handling services. Attachment A Not Yet Approved 2019052201 5 (376)"Source separated single recyclable materials" means recyclable materials that are separated from other recyclable materials or solid waste and placed in separate containers according to type or category of materials and directly marketed as a single commodity. (387)"Yard trimmings" means plant trimmings generated from the maintenance or alteration of public, commercial premises or residential premises landscapes, including, without limitation, grass cuttings, yard clippings, leaves, tree trimmings, pruning, brush and weeds, excepting those materials which are prohibited under written rules and regulations promulgated by the Director. SECTION 2. Section 5.20.020 (Declaration of Policy) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.020 Declaration of policy. (a)The accumulation, collection, removal and disposal of refuse must be controlled by the City for the protection of the public health, safety and welfare. The Council finds that to give practical effect to this policy a comprehensive system for the periodic collection, removal and disposal of refuse from all places or premises is essential and benefits all occupants of places or premises. All occupants of places or premises shall be liable for refuse collection charges established by the Council for the collection, removal and disposal of refuse. (b)The City complies with the applicable provisions of the California Integrated Waste Management Act, as amended, codified in the Public Resources Code section 40000 et seq. The law requires that, by and after January 1, 2000, fifty percent (50%) of the solid waste generated must be diverted through some source reduction, recycling, and composting activities. (c)The City also complies with the 75 percent recycling goal included as part of AB 341 Mandatory Commercial Recycling Law, adopted on October 6, 2011, which includes modifications to the Public Resources Code. (d)In addition, the City complies with AB 1826, which amended the law in 2014, imposesthe organic waste recycling requirements under AB 1826, with a mandate that will beginwhich became effective on April 1, 2016. (e)In 2016, SB 1383 established methane emissions reduction targets to reduce statewide emissions of short-lived climate pollutants including, establishing a 50 percent reduction of disposed organic waste from 2014 levels by 2020 and a 75 percent reduction by 2025; and the target to reduce 20 percent of disposed edible food by 2025. Further, inAlso in 2016, the Ccity established sustainability and climate action goals of an 80 percent% reduction in greenhouse gases and 95 percent% diversion of materials from landfills by 2030. (fe) The City may adopt, implement, and enforce requirements, rules and regulations for local compostable materials and local recyclable materials that are more stringent or comprehensive than California law. Attachment A Not Yet Approved 2019052201 6 SECTION 3. Section 5.20.030 (Discarding of Refuse) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows 5.20.030 Discarding of refuse. (a)No person shall throw, drop, leave, place, keep, accumulate, or otherwise dispose of any refuse upon private property either with or without the intent to later remove the same from that place or premises, or upon any street, public right-of-way, sidewalk, gutter, stream, or creek, or the banks thereof, or any public place or public property. (b)All persons shall separate their refuse according to its characterization as solid waste, compostable materials, or recyclable materials, and place each type of refuse in a separate container designated for disposal of that type of refuse. No person may mix any type of refuse, or deposit refuse of one type in a collection container designated for refuse of another type, except as otherwise provided in this Chapter. This does not prohibit the placement of refuse in public solid waste or recycling receptacles, or in containers for collection in accordance with the provisions of this Chapter. This section does not prohibit any person from engaging in home composting. Administrative citations or any other enforcement actions will not apply to this paragraph for a person occupying a residential premise. (c)Effective July 1, 2020, any person occupying a commercial premises, not including multiple dwellings, who uses bags to collect and discard refuse, whether placed for collection inside or outside a container, shall ensure that the refuse contents of the bags are clearly visible. When bags are used, garbage shall be collected in clear plastic bags and recyclable materials shall be collected in blue-tinted plastic bags. (d)Effective July 1, 2020, all persons who use bags to collect compostable materials, whether placed for collection inside or outside a container, shall use green-tinted compostable bags such that the contents are clearly visible. SECTION 4. Section 5.20.090 (Collection and Ownership of Recyclable Materials) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.090 Collection and ownership of recyclable materials. (a)All persons owning or occupying any place or premises where recyclable materials are created, produced or accumulated shall subscribe and pay for this type of refuse services and shall subscribe and pay for a number of containers sufficient to hold all recyclable materials created, produced or accumulated at the place or premises during a one-week period, unless a different frequency collection schedule has been approved or directed pursuant to this Chapter. (b)Recyclable materials placed for curbside collection in or outside of a container shall become the property of the collector at the time of placement at the curb or other designated location for collection in or outside of the container. The collector shall have the exclusive right Attachment A Not Yet Approved 2019052201 7 to collect the recyclable materials, unless the collection agreement specifies a different arrangement. (c)The disposal of solid waste and compostable materials in containers designated for the collection of recyclable materials is prohibited. Recyclable materials that are placed in a recyclable materials container for collection by the collector must be free of solid waste and compostable materials. (d) Cardboard boxes shall be broken down flat before being placed into recyclables containers to allow for adequate space to contain the recyclable materials. SECTION 5. Section 5.20.100 (Collection and Ownership of Compostable Materials) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.100 Collection and ownership of compostable materials. (a)All persons owning or occupying any place or premises where compostable materials are created, produced or accumulated shall subscribe and pay for this type of refuse services and shall subscribe and pay for a number of containers sufficient to hold all compostable materials created, produced or accumulated at the place or premises during a one-week period, unless a different frequency collection schedule has been approved or directed pursuant to this Chapter. (b)Compostable materials placed for curbside collection in a container shall become the property of the collector at the time of placement at the curb or other designated location for collection of the container. (c)On or after April 1, 2016, all commercial premises at which 8 cubic yards or more of solid waste refuse service is subscribed per week, multifamily properties, and food service establishments shall subscribe and pay for a number of containers sufficient to hold compostable materials created, produced or accumulated at or on the places or premises during a one-week period, unless a different frequency collection schedule has been approved or directed pursuant to this chapter. (d)On or after January 1, 2017, all commercial premises where 2 cubic yards or more of solid waste refuse service is subscribed per week, shall subscribe and pay for a number of containers sufficient to hold compostable materials created, produced or accumulated at or on the place or premises during a one-week period, unless a different frequency collection schedule has been approved or directed pursuant to this chapter. (ce) On or after January 1, 2018, Aall commercial premises at which solid waste refuse service is subscribed, shall subscribe and pay for a number of containers sufficient to hold compostable materials created, produced or accumulated at or on the place or premises during a one-week period, unless a different frequency collection schedule has been approved or directed pursuant to this Chapter. Attachment A Not Yet Approved 2019052201 8 (df) The City may direct the collector to audit individual solid waste streams generated at commercial premises to determine the owner, occupant or tenant's compliance with this section. SECTION 6. Section 5.20.105 (Contamination of Containers) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.105 Contamination of containers. (a)No person subscribing to refuse service shall dispose or permit the disposal of solid waste in a container designated for the collection of recyclable materials or compostable materials. The person shall remove any solid waste deposited in the recyclable materials and compostable materials containers before the collection of the recyclable materials and compostable containers occurring that week. (1)The collector will notify any person who occupies commercial premises whenever the City or the collector determines the recyclable materials or compostable materials container of that person is contaminated with solid waste and the waste must be removed. After the person removes the solid waste from the recyclable materials and compostable materials container, the collector will return to the commercial premises to service the container or containers and the person occupying the commercial premises will be charged a "return trip" fee specified in the refuse rate schedules. (2)If the person occupying the commercial premises does not remove the waste from the recyclable materials and compostable materials containers by the scheduled pick-up date, the containers will be serviced at the next business day and the person occupying the commercial premises will be charged both an "extra solid waste pick-up" fee and a "return trip" fee in addition to the refuse charges that apply to the level of service subscribed by the person occupying the commercial premises. The extra solid waste pick-up fee shall be determined according to the size of the contaminated recyclable materials or compostable materials container and the established rates approved by the City. (3)The fees outlined in Section 5.20.105 (a)(1) - (2) will also apply if a person occupying a commercial premises places recyclable materials in containers designated for compostable materials or compostable materials in containers designated for recyclable materials. (4)On or after July 1, 2021, iIf a person occupying a commercial premises places recyclable materials and/or compostable materials in containers designated for solid waste, the person will be subject to a "contamination" fee. (5)A person occupying residential premises will not be subject to a "return trip" fee, an "extra solid waste pick-up" fee, a "contamination" fee, an administrative citation or any other enforcement action. A multifamily property will not be subject to a "return Attachment A Not Yet Approved 2019052201 9 trip" fee or an "extra solid waste pick-up" fee if owners or managers of the multifamily property can demonstrate compliance with Section 5.20.108 to the satisfaction of the Director. (b)No person shall dispose of commercial grease or cooking oil in a compostable materials container. SECTION 7. Section 5.20.109 (Requirements for Special Events) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.109 Requirements for special events. (a)The promoter or coordinator of a special event held in Palo Alto must provide a level of refuse service sufficient to contain the refuse generated at the special event. (b)The promoter or coordinator shall provide containers at appropriate locations at the special event to facilitate the source separation of solid waste, compostable materials, and recyclable materials by event employees, vendors, and attendees. (c)The three types of containers shall: (1)Be appropriate in number and size with respect to the quantity of solid waste, compostable materials, and recyclable materials anticipated to be generated at the property or premises; (2)Bear appropriate signage and be color-coded – blue containers for recyclable materials, green containers for compostable materials, and black containers for solid waste – to identify the type of refuse to be contained and meet any additional design criteria established by the City; and (3)Be placed together as a waste station to provide equally convenient access to users. (d)If the promoter or coordinator determines that vendor booths at the special event will require refuse containers, the vendors shall receive from the promoter or coordinator a set of refuse containers that bear appropriate signage and are color-coded to identify the type of waste to be contained. (e)The use of public solid waste, recycling or composting receptacles at special events is prohibited. The promoter or coordinator shall remove or cover all public solid waste, recycling or composting receptacles to prevent their use during the special event. If covers for receptacles are utilized, the promoter or coordinator shall return them to the City after the special event. Attachment A Not Yet Approved 2019052201 10 SECTION 8. Section 5.20.110 (Exclusions) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.110 Exclusions. (a)Residential Householder Exclusion. No provision of this Chapter shall prevent a residential householder from collecting and disposing of occasional loads of solid waste generated at the residential premise, composting at home, or selling, donating or disposing of recyclable or compostable materials generated at the residential premise. The containers provided by the collector may not be used for activities authorized by this paragraph. Notwithstanding the foregoing, no residential householder shall employ or engage any solid waste enterprise, other than the collector to haul or transport solid waste, recyclable materials, or compostable materials to a disposal or processing facility. No residential householder may collect or dispose of solid waste generated at a location that is not the residential premise. (b)Gardener's Exclusion. No provision of this Chapter shall bar a gardener, tree trimmer or other person engaged in a similar trade from collecting and disposing of yard trimmings not containing other solid waste whenever the collection and disposal are incidental to providing the gardening, tree trimming or similar services. (c)Commercial Source Separated Recyclable Materials and Compostable Materials. (1)Commercial business owners shall retain the right to donate or sell recyclable materials and compostable materials, or to pay fees for services to solid waste enterprises other than the collector for the collection of particular recyclable materials and compostable materials, so long as all recyclable materials and compostable materials collected are source separated single recyclable materials and compostable materials. Recyclable materials and compostable materials collected pursuant to this paragraph (c) shall be transported to a recyclable materials and compostable materials facility achieving a diversion rate of 90 percent and where not more than 10 percent of the materials are disposed of in a landfill. (2)Commercial business owners shall demonstrate compliance with the provisions of this paragraph (c) at the request of the Director. (3)The City may require any recycler, junk dealer or other enterprise engaged in the business of buying and marketing recyclable materials and compostable materials to provide the City with information pertaining to the collection and the amount of recyclable materials and compostable materials collected from within Palo Alto's territorial limits. (d)Collection of Source Separated Single Recyclable Materials. No provision of this Chapter shall prevent a recycler, junk dealer or other enterprise engaged in the business of buying and marketing source separated single recyclable materials in the stream of commerce and which buys such materials for marketing and not for disposition in a landfill or transfer Attachment A Not Yet Approved 2019052201 11 station (as defined in Public Resources Code Section 40200), from buying recyclable materials for monetary or other valuable consideration. A recycler, junk dealer or enterprise which buys recyclable materials shall not be prohibited from removing and transporting those materials to a destination for marketing in the stream of commerce. (e)Renovation, Rebuilding, Repairs. No provision of this Chapter shall prevent a commercial business owner from arranging for any worn, spent, or defective equipment, or part thereof, used in the commercial business and requiring renovation, rebuilding, recharging, regeneration or repair, to be picked up, renovated, rebuilt, recharged, regenerated or otherwise restored and repaired and returned to that commercial business owner. Any person engaged in the business of renovating, rebuilding, recharging, regenerating, or otherwise restoring or repairing the equipment or part thereof, is not prohibited from transporting the same from or returning it to the commercial business, or from removing, transporting or disposing of the equipment, or part thereof, replaced in connection with an equipment repair or service contract. (f)Contractors' Exclusions. In addition to the authority granted by paragraph (c) of this Section 5.20.110, no provision of this Chapter shall prevent a licensed contractor under contract for the deconstruction, demolition or reconstruction of a building, structure, pavement, or concrete installation from marketing any saleable or donation items salvaged from the deconstruction, demolition or reconstruction, or from causing the salvageable items or construction or demolition waste to be removed and transported from the place or premises at which such waste is generated, pursuant to the provisions of the demolition or construction contract, subject to the following: (1)The collection, removal and disposal activity shall be performed only by the licensed contractor under contract for the construction, deconstruction or demolition work that generated the salvageable items or by regularly employed personnel carried on the licensed contractor's payroll records as an employee. (2)All vehicles used to facilitate the collection, removal and disposal activities shall be owned by or under the exclusive control of the licensed contractor and shall meet all of the requirements of this Chapter and all other laws, statutes, rules, regulations and ordinances of the state of California and the City. All vehicles shall be subject to inspection by and the approval of the Director from time to time. (3)The placement and use of a container, other than a container provided by the collector, shall be prohibited, whether placed on the ground, on a vehicle, or any other place. (g) Reinforced Concrete Exclusion. In addition to the authority granted by paragraph (f) of this Section 5.20.110, nothing in this Chapter shall prevent a commercial/industrial business owner, residential householder, or licensed contractor from using a solid waste enterprise other than the collector to dispose of reinforced concrete. Attachment A Not Yet Approved 2019052201 12 (h)Document Destruction Service. No provision of this Chapter shall prevent any person engaged in the business of destroying or disposing of secret, confidential or sensitive documents from transporting or disposing of those documents, provided the transport and disposal of the documents are incidental to the document destruction or disposal service. (i)Self-Haul Exclusion. In addition to the authority granted by paragraph (a) of this Section 5.20.110, nothing in this Chapter shall prevent a commercial business owner or residential householder from, on a regular basis, collecting, transporting and disposing of solid waste generated at the place or premise, in lieu of availing themselves of the services of the collector. No residential householder or commercial business owner shall employ or engage any solid waste enterprise, other than the collector, to haul or transport the solid waste to a disposal or processing facility. Any residential householder or commercial business owner who pursuant to this paragraph (ih) seeks to on a regular basis collect, transport and dispose of solid waste generated at the place or premise, shall first obtain approval of the Director, and must comply with any written rules and regulations established by the Directorthe procedures applicable to self-hauling that are adopted by resolution. (j)General Requirement. In all cases where the right to an exclusion pursuant to this Section 5.20.110 is exercised, disposal shall be made at a disposal or processing facility that meets all applicable regulatory requirements. Any disposal by a person exempted under this section shall not be relieved of any obligation or liability imposed by this Chapter or any other ordinance, resolution, rule or regulation for the payment of the minimum solid waste and recyclable materials disposal rates imposed pursuant to this Chapter or any other applicable rates or fees. Notwithstanding the foregoing, any person with a valid self-haul permit obtained pursuant to paragraph (h), and who does not use the solid waste collection services offered by the collector, shall be exempt from the payment of the solid waste collection rates imposed for use of the services provided by the collector. (k)Backhauling Compostable Materials. A commercial business may opt out of the compostable materials service levels required by this Chapter, provided that business verifies to the satisfaction of the Director that all compostable materials generated on-site will be transported to a central facility to be later composted or otherwise recycled at a 90 percent rate and not placed in a landfill. (l)Space Limitations for Existing Structures. The Director may grant a written exemption for any existing commercial business structure that lacks sufficient storage space for compostable materials or recyclable materials from all or portions of this section in accordance with the written rules and regulations established by the Director. The Director, in cases where space constraints are determined to exist, shall also evaluate the feasibility of shared container usage by contiguous businesses or multifamily property structures. (m)De Minimus Exception. The Director may waive any of the requirements of this section if documentation satisfactory to the Director, based upon rules and regulations, is provided to establish that the materials in any type of container, on an on-going basis is incidental to any other materials originating from that collection location. Attachment A Not Yet Approved 2019052201 13 SECTION 9. Section 5.20.120 (Refuse Containers) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.120 Refuse containers. (a)All types of refuse containers shall be kept in a sanitary condition with the lids closed except whenever they are being loaded or unloaded. (b)Refuse containers suitable for residential places or premises shall be provided by the collector or the City. Any container shall be of a size based upon the subscription service level requested by the person responsible for the payment of charges therefor or as may be required by this Chapter. Any container shall not be loaded with more than the quantity of materials that either can fit in the container with its lid closed or is in excess of the weight limit marked on the container, when the lid is closed. All containers for use at commercial premises shall be provided by or approved by the collector, except for industry-approved grease or cooking oil tallow containers that shall be provided by a designated tallow hauler. (c)Refuse containers shall be collected by the collector whenever the containers are placed in a refuse solid waste enclosure or at the authorized collection area. Collection may be made at another location upon approval of the Director, based upon the subscription service level requested. (d)All commercial property owners and commercial business owners shall provide access to the City or the collector for the inspection of internal and external refuse containers and enclosures. The Director shall be authorized to conduct inspections of commercial premises, as permitted by law, to ensure compliance with this Chapter, including this Section. (e)Commercial property owners and commercial business owners shall ensure that all refuse containers and refuse enclosures are accessible and easily serviceable by the collector. Service vehicles shall have a safe and clear passage and access to refuse enclosures to provide for the efficient service to customers. SECTION 10. Section 5.20.130 (Maintenance and Placement of Containers) of Chapter 5.20 (Collection, Removal and Disposal of Refuse) of Title 5 (Health and Sanitation) is hereby amended to read as follows: 5.20.130 Maintenance and placement of containers. (a) The commercial business owners and residential householder shall maintain their containers at their places and premises and the areas where the containers are located in good, usable, clean and sanitary condition, and shall ensure that the lids on the container are kept closed and shall ensure that there is no litter underneath or surrounding the containers. No refuse shall be placed outside of the container. Containers shall be maintained by the commercial business owners and residential householders in a manner that will prevent leakage, spillage and the emission of odors. Commercial premises sharing receptacles placed outside of retail areas, must also share equally in the responsibility of emptying the receptacles Attachment A Not Yet Approved 2019052201 14 so that they do not overflow and maintaining the area around the receptacles so that it is free of loose litter. (b)The location or placement of containers at any place or premise shall be subject to the approval of the Director. Every commercial business owner shall provide a location at the commercial premises for the containers they use. (c)Any collection agreement may provide for the rental of containers approved by the collector to customers. The collector shall be responsible for maintenance of the rental containers by keeping the containers in good and sanitary condition (ordinary wear and tear excepted) and shall repaint the containers at a frequency as determined by the Director. The collector and the renter shall determine and agree upon the placement of the containers to minimize traffic, aesthetics and other potential effects that may be associated with their placement. (d)Where a container is not rented from the collector but is rented from another solid waste enterprise and approved by the City, the renter shall ensure that the container meets the standards of quality and maintenance applicable to the containers supplied by the collector. The renter shall procure the written standards or rules and regulations of the collector prior to renting from another solid waste enterprise. (e)Any containers of a one cubic yard or greater size shall be identified with the name and telephone number of the collector or other solid waste enterprise servicing the container. The container shall be identified by the type of materials that can be deposited in the container. (f)Containers shall remain on private property and not in the public right-of-way except as necessary to accommodate scheduled collection. Containers are permitted in the public right-of-way only during the day preceding the day of scheduled collection and terminating the day following such collection. SECTION 11. If any section, subsection, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion or sections of the Ordinance. The Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. SECTION 12. The Council finds that this project is exempt from the provisions of the California Environmental Quality Act (“CEQA”), pursuant to Section 15061 of the CEQA Guidelines, because it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment. // // // Attachment A Not Yet Approved 2019052201 15 SECTION 13. This Ordinance shall be effective on the thirty-first day after the date of its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Assistant City Attorney City Manager ____________________________ Director of Public Works CITY OF PALO ALTO OFFICE OF THE CITY CLERK August 5, 2019 The Honorable City Council Palo Alto, California Selection of Applicants to Interview for an Unfinished Term on the Architectural Review Board Recommendation Direct Staff to schedule interviews with all applicants for one position with an unfinished term on the Architectural Review Board. Discussion A total of 5 applications have been submitted for this open position. Staff is requesting the City Council select the candidates to be interviewed for one position on the Architectural Review Board, with a term ending December 15, 2020. The date and time for the interviews is to be determined. Some applications may be redacted at the request of the applicant. A full set of non-redacted applications will be provided to Council Members directly. Background During the last several recruitments, Council has elected to interview all applicants for respective Boards and Commissions. On March 12, 2019, the City Clerk's Office learned Wynne Furth would be resigning from the Architectural Review Board, effective July 31, 2019. The City Clerk’s Office advertised this recruitment from February 12, 2019 through April 2, 2019, satisfying the 15-day minimum advertising period outlined in Municipal Code Section 2.16.060(a). Advertising included placements in the Daily Post newspaper, Palo Alto Online Express email, Palo Alto Weekly newspaper; announcements by the City Manager during Council meetings; promotion on the City’s website and social media; and inclusion in weekly Council Packet GovDelivery notifications. One application was received for the Architectural Review Board during this recruitment period. At the April 15, 2019 City Council meeting, the City Council directed Staff to extend the recruitment for the unfinished term on the Architectural Review Board. The recruitment period was extended through July 12, 2019. Four additional applications were received during this extended recruitment period. Applicants Architectural Review Board Page 2 1. Shri Chawla 2. Steven J. Eichler 3. Amie Neff 4. Grace Lee 5. Curtis Smolar (applied during original recruitment period) ATTACHMENTS: • Attachment A: ARB Application - Shri Chawla (PDF) • Attachment B: ARB Application - Steven Eichler (PDF) • Attachment C: ARB Application - Grace Lee (PDF) • Attachment D: ARB Application - Amie Neff (PDF) • Attachment E: ARB Application - Curtis Smolar (PDF) Department Head: Beth Minor, City Clerk Page 3 DocuSign Envelope ID: 53F82E14-A1CC-494D-B7BE-1DD67604E4B4 DocuSign Envelope ID: 53F82E14-A1CC-494D-B7BE-1DD67604E4B4 DocuSign Envelope ID: 53F82E14-A1CC-494D-B7BE-1DD67604E4B4 DocuSign Envelope ID: 53F82E14-A1CC-494D-B7BE-1DD67604E4B4 DocuSign Envelope ID: 53F82E14-A1CC-494D-B7BE-1DD67604E4B4 Certificate Of Completion Envelope Id: 53F82E14A1CC494DB7BE1DD67604E4B4 Status: Completed Subject: Please DocuSign: ARB Application Source Envelope: Document Pages: 5 Signatures: 1 Envelope Originator: Certificate Pages: 1 Initials: 0 Jessica Brettle AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 jessica.brettle@cityofpaloalto.org IP Address: 12.220.157.20 Record Tracking Status: Original 5/14/2019 4:45:23 PM Holder: Jessica Brettle jessica.brettle@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 Shri Chawla shrichawla@icloud.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.154.203.164 Signed using mobile Sent: 5/14/2019 4:53:04 PM Viewed: 5/14/2019 6:28:27 PM Signed: 5/14/2019 6:29:05 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/14/2019 4:53:04 PM Certified Delivered Security Checked 5/14/2019 6:28:28 PM Signing Complete Security Checked 5/14/2019 6:29:05 PM Completed Security Checked 5/14/2019 6:29:05 PM Payment Events Status Timestamps Architectural Review Board Personal Information – Note: The ARB regularly meets the first and third Thursdays of the month at 8:30 a.m. Name: Address: Cell Phone: __ Home / __ Office Phone: E-mail: Are you a Palo Alto Resident? __ Yes __ No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? __ Yes __ No Are you available and committed to complete the term applied for? __ Yes __ No California state law requires appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? __ Yes __ No Excluding your principal residence, do you or your spouse own real property in Palo Alto? __ Yes __ No How did you learn about the vacancy on the Architectural Review Board? __ Community Group __ Email from City Clerk __ Palo Alto Weekly __ Daily Post __ City Website __ Flyer Other: ______________________________________________________________________________ List relevant education, training, experience, certificates of training, licenses, or professional registration: (621 characters) Employment Present or Last Employer: Occupation: Page 1 Architectural Review Board Extended deadline April 2, 2019 at 4:30pm Describe your involvement in community activities, volunteer and civic organizations: (1311 characters) 1.What is it about the Architectural Review Board that is compatible with your experience and of specific interest to you, and why? (1449 characters) Page 2 Architectural Review Board 2.Please describe an issue that recently came before the Board that is of particular interest to you and describe why you are interested in it. If you have never been to a Board meeting you can view an archived video from the Midpen Media Center: LINK (1449 characters) 3.If appointed, what specific goals would you like to see the Architectural Review Board achieve,and why? How would you suggest accomplishing this? (1587 characters) Page 3 Architectural Review Board 4.Please identify a project or projects that you find to be examples of good architecture, and explain why. You may attach samples, identify project addresses, or provide links. If you attach samples, Staff may request that you bring hard copy print outs to the interviews. (1035 characters) 5.Architectural Review Board Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. (1173 characters) Palo Alto Comprehensive Plan LINK Zoning Code LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study LINK Area Plans such as the South of Forest Avenue (SOFA) I and II Plans LINK California Environmental Quality Act LINK Permit Streamline Act LINK Density Bonus Law LINK Secretary of the Interior’s Standards LINK Page 4 Architectural Review Board California Government Code Section 6254.21 states, in part, “No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual.” This consent form will not be redacted and will be attached to the Application and posted to the City’s website. The full code can be read here: LINK Read the code, and check only ONE option below: I give permission for the City of Palo Alto to post to the City’s website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City’s website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: __ Home / __ Office Phone: E-mail: Signature: ________________________________________________________ Date: _____________ Page 5 Architectural Review Board Consent to Publish Personal Information on the City of Palo Alto Website Architectural Review Board Application 1 of 5 Personal Information Name: Address: Cell Phone: ____ Home / ____ Office Phone: E-mail: Are you a Palo Alto Resident? ____ Yes ____ No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? ____ Yes ____ No Are you available and committed to complete the term applied for? ____ Yes ____ No lict of Interest Code require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you have an investment in, or do you serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? ____ Yes ____ No Excluding your principal residence, do you own real property in Palo Alto? ____ Yes ____ No How did you learn about this vacancy? ____ Community Group ____ Email from City Clerk ____ Palo Alto Weekly ____ Daily Post ____ City Website ____ Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: DocuSign Envelope ID: 95C26E2A-B3A4-423C-BD9E-06F32A2F9D10 Architectural Review Board Application 2 of 5 Employment Present or Last Employer: Occupation: Describe your involvement in community activities, volunteer and civic organizations: 1. What is it about the Architectural Review Board that is compatible with your experience and of specific interest to you, and why? DocuSign Envelope ID: 95C26E2A-B3A4-423C-BD9E-06F32A2F9D10 Architectural Review Board Application 3 of 5 2. Please describe an issue that recently came before the Board that is of particular interest toyou and describe why you are interested in it. If you have never been to a Board meeting you can view an archived video from the Midpen Media Center: 3. If appointed, what specific goals would you like to see the Architectural Review Board achieve, and why? How would you suggest accomplishing this? DocuSign Envelope ID: 95C26E2A-B3A4-423C-BD9E-06F32A2F9D10 Architectural Review Board Application 4 of 5 4. Please identify a project or projects that you find to be examples of good architecture, and explain why. You may attach samples, identify project addresses, or provide links. If you attach samples, Staff may request that you bring hard copy print outs to the interviews. 5. Architectural Review Board Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan Zoning Code El Camino Real Design Guidelines El Camino Real Master Plan Study and Appendices Area Plans such as the South of Forest Avenue (SOFA) I and II Plans California Environmental Quality Act Permit Streamline Act Density Bonus Law Secretary of the Standards DocuSign Envelope ID: 95C26E2A-B3A4-423C-BD9E-06F32A2F9D10 Architectural Review Board Application 5 of 5 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, This consent form will not be redacted and will be attached The full code can be read here: Read the code, and check only ONE option below: _ Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: ____ Home / ____ Office Phone: ___________________________________________________ E-mail: ____________________________________________ The phone number / address can be non-public and different than the address collected on page one. Signature: Date: (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your DocuSign Envelope ID: 95C26E2A-B3A4-423C-BD9E-06F32A2F9D10 1 Brettle, Jessica From:Amie Neff <amie.neff@gmail.com> Sent:Tuesday, April 30, 2019 3:42 PM To:Lunt, Kimberly Cc:Brettle, Jessica Subject:Re: FW: Architectural Review Board Application All Correct. Please resubmit the previous application with the following updates:  I would add the following more relevant information for question #2‐‐"Please describe an issue that recently came  before the Board that is of particular interest to you and describe why you are interested in it."  ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐  I realize these are two areas that have not been within the purview of the Architectural Review Board, but these cases  will have an enormous impact on our aesthetic world. Many of the questions that come up when grappling with the  right way to decide on an ARB case must surely be part of these following city issues:    1) The recently completed study for and adoption of Design Guidelines for Palo Alto's Eichler neighborhoods was  something I followed very closely. While only one neighborhood in Palo Alto has an official 'Historic' designation, there  are a number of our neighborhoods that were developed by Joseph Eichler throughout the 50's, 60's and 70's which  have had a collective design impact on Palo Alto. Many community members feel that history is worth preserving, and  others feel like the 'ticky‐tack' house was cheap, inefficient and small. As someone who both believes in 'regional flavor',  and as a professional whose job has been to help people transform their spaces to fit their own needs, I felt there were  some solutions available to the city to address both ends of the spectrum. The city treated this as an information  gathering exercise alone which led to no regulatory adoption or enforcement.  They failed to recognize that the majority  of community members who were opting to demolish their Eichler homes in order to re‐build weren't doing so for lack  of information, but for a disinterest in the City's history.  A simple list prioritizing items requiring enforcement for  example; massing, materials, & fenestration, or no regulation; fixtures, hardware, & interior space, would have gone a  long way to help preserve the distinctive flavor of the city, while allowing for growth and change.     2) The ongoing issue confronting our city with respect to the train corridor bifurcating our residential single family  neighborhoods and the eventual grade separation we must choose is another issue I have been dedicated to following.  Again, this issue will have visual, aural, and 'flow' impacts that will direct the growth of the neighborhood for many years  to come. My particular interest in this issue started because of my home's proximity to the tracks, and the experiences  of delays, noise, visibility and the more critical issue of safety. We have lived here long enough to decipher which noises  are which, some of them are devastating. We are being asked as a city to address current issues the train poses; crossing  from East to West and back in our city is difficult, our school system sends kids back and forth over the tracks all day  long, unlike many other municipalities along the corridor our tracks are straddled by single family homes, especially in  the south part of the city and contend with the horns, the increased traffic cutting through neighborhoods to avoid the  long back‐ups, the bells, the lights, the rumble of the train. We are being asked to imagine just how terrible it will  become with the increased service‐something we are trying to put numbers to in order to anticipate reactions to  possible crossing closures, or maybe decreased drivers as train service becomes more available, or more bike lanes are  added and encouraged, and finally we are being to asked to imagine a future that may not yet exist: is a uni‐directional  train really the future? The quick and dirty response to build something fast and cheap is as bad as defaulting to no  choice at all because nothing is perfect. My hope is that the city is guided by its citizens to make a choice that everyone  can live with, not one that everyone hates equally.   ‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐‐  Thank You for the opportunity,  Best Regards,  Amie Neff     Not ready to submit 1. Click OTHER ACTIONS Your Application? 2. Click FINISH LATER Extended deadline April 2, 2019 at 4:30pm Architectural Review Board Application 1 of 5 Personal Information Note: The ARB regularly meets the first and third Thursdays of the month at 8:30 a.m. Name: Address: Cell Phone: ____ Home / ____ Office Phone: E-mail: Are you a Palo Alto Resident? ____ Yes ____ No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? ____ Yes ____ No Are you available and committed to complete the term applied for? ____ Yes ____ No lict of Interest Code require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? ____ Yes ____ No Excluding your principal residence, do you or your spouse own real property in Palo Alto? ___Yes ___ No How did you learn about this vacancy? ____ Community Group ____ Email from City Clerk ____ Palo Alto Weekly ____ Daily Post ____City Website ____ Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: (621 characters) DocuSign Envelope ID: 7D70E499-C829-4AC8-85B7-763DD240290C 'YVXMW)7QSPEV ;EZIVPI]7XVIIX &EGLIPSVSJ7GMIRGI7]VEGYWI9RMZIVWMX]2I[LSYWI7GLSSPSJ4YFPMG 'SQQYRMGEXMSRW,SRSVW4VSKVEQ .YVMW(SGXSVEXI7SYXLIVR1IXLSHMWX9RMZIVWMX]7GLSSPSJPE[ 0MGIRWIHXSTVEGXMGIPE[MR'EPMJSVRMEWMRGI0MGIRWIHXSTVEGXMGI PE[MR;EWLMRKXSR('WMRGI   GWQSPEV$KQEMPGSQ Not ready to submit 1. Click OTHER ACTIONS Your Application? 2. Click FINISH LATER Extended deadline April 2, 2019 at 4:30pm Architectural Review Board Application 2 of 5 Employment Present or Last Employer: Occupation: Describe your involvement in community activities, volunteer and civic organizations: (1311 characters) 1. What is it about the Architectural Review Board that is compatible with your experience and of specific interest to you, and why? (1449 characters) DocuSign Envelope ID: 7D70E499-C829-4AC8-85B7-763DD240290C *SVQIVFSEVHQIQFIVSJXLI4EPS%PXS0MXXPI0IEKYI -IRXIVIH7]VEGYWI9RMZIVWMX]MRXLILSRSVWTVSKVEQJSGYWMRKSRE GSYVWISJWXYH]MRXIKVEXMRKEVXMRXSGMZMGJSVYQW 7MRGIFIGSQMRKEREXXSVRI]-LEZII\XIRWMZII\TIVMIRGIQIHMEXMRK PMXMKEXMRKERHEHZMWMRKGPMIRXWJVSQMRHMZMHYEPWXSGSPPIKIWSR EVGLMXIGXYVEPWXVYGXYVIW-LEZIVIWSPZIHHS^IRWSJGEWIWVIKEVHMRK MWWYIWVIPEXMRKXSWM^IJMXERHGLEVEGXIVSJERIMKLFSVLSSH 0IKEPMWX-RG +IRIVEP'SYRWIP Not ready to submit 1. Click OTHER ACTIONS Your Application? 2. Click FINISH LATER Extended deadline April 2, 2019 at 4:30pm Architectural Review Board Application 3 of 5 2. Please describe an issue that recently came before the Board that is of particular interest to you and describe why you are interested in it. If you have never been to a Board meeting you can view an archived video from the Midpen Media Center: (1449 characters) 3. If appointed, what specific goals would you like to see the Architectural Review Board achieve, and why? How would you suggest accomplishing this? (1587 characters) DocuSign Envelope ID: 7D70E499-C829-4AC8-85B7-763DD240290C 8LI)P'EQMRSLSYWMRKTVSNIGXWXLEX[IVIVIGIRXP]ETTVSZIH-XETTIEVW XLEXXLIXLIWM^IERHHIRWMX]SJXLIFYMPHMRKEVIGSRWMWXIRX[MXLXLI GSYRGMP WVIGIRX^SRIGLERKIWMRGPYHMRKXLIGVIEXMSRSJXLIRI[ EJJSVHEFPILSYWMRKSZIVPE]^SRIXLEXEPPS[WQSVIHIRWMX] 8LMWTVSNIGXWLS[WXLIXIRWMSRFIX[IIRXLIEVGLMXIGXWHIWMKRMRK FYMPHMRKWXLEXEVIGSRWMWXIRX[MXLXLIGYVVIRXIRZMVSRQIRXERHGVIEXMRK FYMPHMRKWXLEXGERHIEP[MXLMRGVIEWIHHIRWMX]8LMWXIRWMSRFIX[IIR XLIX[S-JMRHIRKVSWWMRK -[SYPHPMOIXSWIIXLI%VGLMXIGXYVEP6IZMI[&SEVHXSGSRXMRYIXS TVSZMHIGPIEVJIIHFEGOXSETTPMGERXW-[SYPHPMOIXSWIIFSEVH GSRXMRYIXSJSGYWSRXLIQIVMXWSJXLITVSTSWIHTVSNIGXZIVWYWXLI TVSGIHYVEPMWWYIW MIGSQTPIXIRIWWSJETTPMGEXMSR XSGVIEXIXLIFIWX TSWWMFPIVIWYPXWJSVXLIGSQQYRMX]-[SYPHEPWSPMOIXSWIIHMWTYXIW FIMRKHIEPX[MXLMRTVSHYGXMZI[E]WXLEX[MPPMRGVIEWIXLITYFPMG W XVYWXMRXLI%6& Not ready to submit 1. Click OTHER ACTIONS Your Application? 2. Click FINISH LATER Extended deadline April 2, 2019 at 4:30pm Architectural Review Board Application 4 of 5 4. Please identify a project or projects that you find to be examples of good architecture, and explain why. You may attach samples, identify project addresses, or provide links. If you attach samples, Staff may request that you bring hard copy print outs to the interviews. (1035 characters) 5. Architectural Review Board Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. (1173 characters) Palo Alto Comprehensive Plan Zoning Code El Camino Real Design Guidelines El Camino Real Master Plan Study Area Plans such as the South of Forest Avenue (SOFA) I and II Plans California Environmental Quality Act Permit Streamline Act Density Bonus Law Secretary of the Standards DocuSign Envelope ID: 7D70E499-C829-4AC8-85B7-763DD240290C &V]ERX7XVIIXVIRSZEXMSRSJXLI,MWXSVMG4SPMGI7XEXMSRXLEX LSRSVIHXLILMWXSVMGFYMPHMRK +EVHIR'SYVX,SXIP9WMRKEVGLMXIGXYVEPEGYQIRXSQMRMQM^IXLI MQTEGXSJEPEVKIFYMPHMRKMRERYVFERIRZMVSRQIRX 7GMIRGIERH)RKMRIIVMRK5YEHEX7XERJSVH'VIEXIHF]4IM'SFF *VIIH-EQTEVXMEPXS-14IMFIGEYWILI[EWXLIEVGLMXIGXSJXLISJ XLI7-7GLSSPSJ4YFPMG'SQQYRMGEXMSRWJVSQ[LMGL-KVEHYEXIH -EQJEQMPMEV[MXLXLI4EPS%PXS'SQTVILIRWMZI4PER-EQ[IPPZIVWIH MRXLI'EPMJSVRME)RZMVSRQIRXEP5YEPMX]%GXERH>SRMRK'SHILEZMRK HIEPX[MXLXLIQMRQ]PE[TVEGXMGIERH4IVQMX7XVIEQPMRI%GXJSVE TVSNIGX Not ready to submit 1. Click OTHER ACTIONS Your Application? 2. Click FINISH LATER Extended deadline April 2, 2019 at 4:30pm Architectural Review Board Application 5 of 5 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, This consent form will not be redacted and will be attached The full code can be read here: Read the code, and check only ONE option below: _ Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: ____ Home / ____ Office Phone: ___________________________________________________ E­mail: ____________________________________________ (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your DocuSign Envelope ID: 7D70E499-C829-4AC8-85B7-763DD240290C City of Palo Alto (ID # 10423) City Council Staff Report Report Type: Informational Report Meeting Date: 8/5/2019 City of Palo Alto Page 1 Summary Title: Investment Activity Report Title: City of Palo Alto Investment Activity Report for the Fourth Quarter, Fiscal Year 2019 From: City Manager Lead Department: Administrative Services Background The City’s investment policy requires that staff report to Council quarterly on the City’s portfolio composition and performance compared to the Council-adopted policy; discuss overall compliance with the City’s Investment Policy; and provide recommendations, if any, for policy changes. In addition, staff will also provide 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 fourth quarter ending June 30, 2019 and to disclose staff’s cash flow projections for the next six months. Discussion The City’s investment portfolio is summarized in Graph 1 and detailed in the Investments by Fund report (Attachment B). The Investments by Fund report groups the portfolio’s securities by investment type and includes details of the investment issuer, date of maturity, current market value, the book and face (par) value, and the weighted average maturity of each type of investment and of the entire portfolio. City of Palo Alto Page 2 U.S. Treasury 2.5% U.S. Agency 52.9% U.S. Municipal/State 19.7% Negotiable CD 8.7% U.S. Corporate 3.7% Supranational 3.4% Liquid Accts. 9.1% Graph 1: Investments by Type -$536.9M (Par Value) The par value of the City’s portfolio is $536.9 million; in comparison, last quarter it was $540.1 million and last year it was $522.3 million. The $3.2 million portfolio decline since the last quarter primarily results from routine timing of cash flows. Contributing factors include higher payroll costs due to the current quarter having an extra pay period. The portfolio consists of $48.9 million in liquid accounts and $488.0 million in various investment types as detailed in the below Table 1. The investment policy requires that at least $50 million be maintained in securities maturing in less than two years. The portfolio includes $128.3 million in investments maturing in less than two years, comprising 23.9 percent of the City’s investment portfolio. In addition, the Investment Policy allows up to 30 percent of the portfolio can be invested in securities with maturities beyond five years; actual at the end of the second quarter is 27.4 percent of the portfolio. City of Palo Alto Page 3 Table 1: Up to 1 Year 1 to 2 Years 2 to 3 Years 3 to 5 Years Over 5 Years Portfolio Total * % of Portfolio U.S. Treasury 3.0$ -$ 1.5$ 9.0$ -$ 13.5$ 2.5% U.S. Agency Bonds 36.6 37.5 30.0 72.0 108.0 284.1 52.9% U.S. Municipal/ State Bonds 6.0 11.5 24.9 24.8 38.7 105.9 19.8% Negotiable Certificates of Deposits (NCD)9.0 7.1 15.6 14.6 0.5 46.8 8.7% U.S. Corporate Bonds 7.8 9.8 0.1 2.0 - 19.7 3.7% Supranational Organizations Bonds - - 2.0 16.0 - 18.0 3.4% Liquid Accounts (LAIF & Fidelity)48.9 - - - - 48.9 9.1% Grand Total 111.3$ 65.9$ 74.1$ 138.4$ 147.2$ 536.9$ 100% % of Portfolio 20.7%12.3%13.8%25.8%27.4%100.0% * $29.9 million or 5.6 percent are in investments that support Environmental, Social, and Governace (ESG) Activities (aka "Green" and Supranational Bonds) Maturities - Par Value (millions) Investment Type The current market value of the portfolio is 100.6 percent of the book value and last year it was 97.7 percent. The market value of securities fluctuates, depending on how interest rates perform. When interest rates decrease, the market value of the securities in the City’s portfolio will likely increase; likewise, when interest rates increase, the market value of the securities will likely decrease. Understanding and showing market values is not only a reporting requirement, but essential to knowing the principal risks in actively buying and selling securities. It is important to note, however, that the City’s practice is to buy and hold investments until they mature so changes in market price do not affect the City’s investment principal. The market valuation is provided by Union Bank of California, which is the City’s safekeeping agent. The average life to maturity of the investment portfolio is 3.45 years compared to 3.63 years last quarter. Investments Made During the Fourth Quarter During the fourth quarter, $30.6 million of securities with an average yield of 2.1 percent matured. During the same period, per Table 2 below, government securities totaling $12.2 million with an average yield of 2.8 percent were purchased. The expectation is the City’s portfolio’s average yield will rise in the short-term but will gradually decline in a declining interest rate environment. The City’s short-term money market and pool account increased by $15.4 million compared to the third quarter. Investment staff continually monitors the City’s short-term cash flow needs and adjusts liquid funds to meet them. City of Palo Alto Page 4 Table 2: Up to 1 Year 1 to 2 Years 2 to 3 Years 3 to 5 Years Over 5 Years Portfolio Total * % of Purchase U.S. Agency Bonds -$ -$ -$ 2.5$ 3.2$ 5.7$ 46.7% Negotiable Certificates of Deposits (NCD)- - - 1.0$ - 1.0 8.2% U.S. Corporate Bonds - - - 2.0 - 2.0 16.4% Supranational Organizations Bonds - - 1.0 2.5$ - 3.5 28.7% Grand Total -$ -$ 1.0$ 8.0$ 3.2$ 12.2$ 100% % of Purchase 0.0%0.0%8.2%65.6%26.3%100.1% * $3.5 million or 28.7 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 sufficient to provide funds for ongoing expenditures in those respective funds. Projections indicate receipts will be $285.2 million and expenditures will be $306.0 million over the next six months, indicating an overall decline in the portfolio of $20.8 million. The expected decline is attributable to pre-paying a portion of the Fiscal Year 2020 Public Employers’ Retirement System’s (PERS) employer contribution of $30.2 million, representing the City’s unfunded accrued liability (UAL) lump-sum payment for FY 2020. By prepaying PERS instead of making payments with each payroll period, the City is expected to save $1.1 million in pension expense by pre-paying the UAL; however, the savings will be offset by the loss of approximately $0.7 million in interest income in the City’s investment portfolio. This result in net citywide savings of $0.4 million as a consequence of PERS’ ability to earn interest earlier and at a higher rate than the City could realize. Without this prepayment, the portfolio’s expected to increase by $9.5 million. As of June 30, 2019, the City had $48.9 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 $36.9 million will mature between July 1, 2019 and December 31, 2019. 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 sufficient funds or liquidity to meet expenditure requirements for the next six months. Compliance with City Investment Policy During the fourth 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. City of Palo Alto Page 5 Investment Yields Interest income on an accrual basis for the fourth quarter was $3.2 million which is $0.35 million or 12 percent higher over the same period last year. As of June 30, 2019, the yield to maturity of the City’s portfolio was 2.38 percent and last year it was 2.20 percent. In the fourth quarter, LAIF’s average yield was 2.44 percent while the average yield on the two-year and five- year Treasury bonds was approximately 2.12 percent for both durations. 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, this is an indication of investors having little confidence in the near-term economy. This is a market indicator that investors may think the economy is getting worse in the near- term and/or believe a recession is coming; this results in short-term rates plummeting resulting in a need to reinvest these investments in lower yielding securities when they mature. The declining interest rate, over time, is expected to gradually decrease 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 now; this is an expected occurrence. As the City’s laddered portfolio investments mature in the next year or two, funds are expected to be reinvested in a mix of higher and lower yielding securities compared to the yield on the matured investments. Graph 2 shows the City’s yields and interest earnings for the past 18 years. 5.8% 4.2%City of Palo Alto4.4% 2.9% 1.9% 2 Yr. Treasury 5 Yr. Treasury 2.1% LAIF 2.4% $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 3.45 years. City of Palo Alto Page 6 Yield Trends The Federal Open Market Committee (FOMC) maintained the federal funds and discount rates to 2.25 and 3.0 percent in June 2019, respectively. In calendar year 2018, both rates have risen by 0.75 percent. The FOMC views economic activity slowing down, job gains remaining strong and low unemployment and tame inflation rate. The market’s expectation is FOMC will raise the federal funds rate in the near-term with the speed and extent of future rate increase(s) being uncertain. 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 June 30, 2019. In January 2017, the City established a Section 115 Irrevocable Trust (Public Agencies Post- Employment Benefits Trust) administered by Public Agency Retirement Services (PARS). This fund it not governed by the City’s Investment Policy, however, 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. As of June 30, 2019, the trust balance is $14 million and the net return for one year is 5.9 percent. Fiscal Impact This is an information report. Environmental Review This information report is not a project under the California Environmental Quality Act; therefore, an environmental review is not required. Attachments: • Attachment A: Consolidated Report of Cash Management • Attachment B: Investment Portfolio • Attachment C: Investment Policy Compliance Book Value Market Value City Investment Portfolio (see Attachment B)542,078,006$ 545,060,746$ Other Funds Held by the City Cash with Wells Fargo Bank 1,610,480 1,610,480 (includes general and imprest accounts) Cash with US Bank 3,145,706 3,145,706 (includes general and imprest accounts) Petty/Working Cash 12,478 12,478 Total - Other Funds Held By City 4,768,664 4,768,664 Funds Under Management of Third Party Trustees * Debt Service Proceeds US Bank Trust Services **1995 Utility Revenue Bonds Debt Service Fund 41 41 1999 Utility Revenue Bonds Debt Service Fund 201 201 2007 Utility Revenue Bonds Debt Service Fund 18 18 2009 Water Revenue Bonds (Build America Bonds) Debt Service and Reserve Funds 2,570,668 2,570,668 2010 General Obligation (Library) Bond Debt Service and Escrow Funds 2,444,824 2,444,824 2011 Utility Revenue Refunding Bonds Debt Service and Reserve Funds 1,445,613 1,445,613 2012 University Ave. Parking Refunding Bonds Reserve and Escrow Funds 1,839,420 1,839,420 2013 General Obligation (Library) BondEscrow Funds 3,127,560 3,127,560 2018 Capital Improvement (Golf Course & 2002B COP Refinance) (Taxable- Green Bond) Certificates of Participation Debt Service and Cost of Issuance Funds 17,939 17,939 2019 California Avenue Parking Garage Certificates of Participation (Tax-Exempt and Taxable Bonds) Construction and Cost of Issuance Funds 42,166,613 42,166,613 California Asset Management Program (CAMP) *** 2012 University Ave. Parking Refunding Bonds Reserve Fund 2,656,745 2,656,745 2013 General Obligation (Library) Bond Reserve Fund 587,989 587,989 Public Agencies Post-Employment Benefits Trust **** Public Agency Retirement Services (PARS)14,030,033 14,030,033 Total Under Trustee Management 70,887,664 70,887,664 GRAND TOTAL 617,734,334$ 620,717,074$ * These funds are subject to the requirements of the underlying debt indenture. ** U.S. Bank investments are in money market mutual funds that exclusively invest in U.S. Treasury securities. *** CAMP investments are in money market mutual fund which invest in bankers acceptance, certificate of deposit, commercial paper, federal agency securities, and repurchase agreements. **** PARS investments are in moderately conservative index plus funds Attachment A Consolidated Report of Cash Management City of Palo Alto Cash and Investments Fourth Quarter, Fiscal Year 2018-19 (Unaudited) City of Palo Alto City of Palo AltoAdministration Svcs. Dept.250 Hamilton Ave., 4th FloorPalo Alto, CA 94301(650)329-2362 June 30, 2019 Fund ALL - Portfolio Listings Investments by Fund Par Value Days ToMaturityMaturityDateCurrentRateMarket ValueCUSIPInvestment # Issuer PurchaseDate Book Value YTM360 YTM365 LAIF & Fidelity Cash Accounts Fidelity Investments158 3,069,396.21SYS158 12.24007/01/2018 3,069,396.21 2.209 2.2403,069,396.21 Local Agency Investment Fund159 45,822,735.60SYS159 12.41007/01/2018 45,829,469.43 2.376 2.41045,822,735.60 Subtotal and Average 48,892,131.81 48,892,131.81 48,898,865.64 2.366 2.399 1 Negotiable Certificates of Deposits Comenity Capital Bank1959 NCD 245,000.0020033AM86 10/30/2023 1,5823.45010/30/2018 253,665.65 3.404 3.451245,000.00 American Federal Bank1476 NCD 245,000.0002600ADE4 09/30/2022 1,1872.45009/30/2015 245,874.65 2.418 2.451245,000.00 Allegiance Bank - Texas1844 NCD 245,000.0001748DAW6 09/29/2022 1,1862.05009/29/2017 242,812.15 2.022 2.051245,000.00 Alpine Bank1525 NCD 245,000.0002082CBG4 08/16/2023 1,5072.40002/16/2016 243,417.30 2.367 2.400245,000.00 American City Bank1692 NCD 245,000.00025140BC7 03/30/2021 6381.45009/30/2016 241,645.95 1.429 1.449245,000.00 American National Bank1766 NCD 245,000.0002772JAC4 08/04/2021 7652.05004/04/2017 244,201.30 2.023 2.051245,000.00 American State Bank OSCE1805 NCD 245,000.00029733BX9 05/30/2024 1,7952.30005/30/2017 241,033.45 2.270 2.301245,000.00 American Express Centurion Bk1333 NCD 245,000.0002587CAC4 07/10/2019 91.95007/10/2014 244,975.50 1.923 1.950245,000.00 American Express Centurion Bk1986 NCD 245,000.0002589AA28 12/04/2023 1,6173.55012/04/2018 254,721.60 3.501 3.550245,000.00 Bankers Bank1776 NCD 245,000.0006610RAM1 04/19/2021 6581.90004/19/2017 243,708.85 1.875 1.901245,000.00 Bank of Wisconsin Dells1696 NCD 245,000.00065847DH5 10/12/2021 8341.50010/12/2016 241,067.75 1.480 1.500245,000.00 Bank of Grove1821 NCD 245,000.0006246PBP9 12/29/2021 9122.00006/29/2017 243,610.85 1.974 2.001245,000.00 Bankers Bank of the West1421 NCD 245,000.0006610TDB8 12/30/2019 1821.85012/29/2014 244,970.60 1.824 1.850245,000.00 Bar Harbor Bank & Trust1377 NCD 245,000.00066851SG2 08/27/2019 571.75008/27/2014 244,779.50 1.726 1.750245,000.00 Bank Champaign1477 NCD 245,000.0006607ABD2 09/30/2022 1,1872.50009/30/2015 245,034.30 2.467 2.501245,000.00 Texas Exchange Bank1796 NCD 245,000.0088241TBM1 05/20/2022 1,0542.25005/22/2017 244,968.15 2.220 2.251245,000.00 Bank of Deerfield1396 NCD 245,000.00061785CM1 09/30/2020 4572.20009/30/2014 245,053.90 2.171 2.201245,000.00 Frontier Bank Madison NE1498 NCD 245,000.0035907XCL9 11/22/2021 8752.00011/20/2015 243,708.85 1.974 2.001245,000.00 Bank West1472 NCD 245,000.00063615AX6 09/16/2022 1,1732.25009/16/2015 244,429.15 2.220 2.251245,000.00 Apex Bank1693 NCD 245,000.0003753XAN0 09/30/2022 1,1871.70009/30/2016 240,119.60 1.676 1.700245,000.00 BMO Harris Bank1783 NCD 245,000.0005581WNY7 10/28/2022 1,2152.25004/28/2017 244,169.45 2.220 2.251245,000.00 BMW Bank of North America1807 NCD 245,000.0005580AJK1 06/16/2020 3511.85006/16/2017 244,233.15 1.824 1.850245,000.00 Beneficial Bank1680 NCD 245,000.0008173QBR6 09/13/2021 8051.50009/12/2016 241,075.10 1.479 1.500245,000.00 BankFirst1767 NCD 245,000.0006644QAA9 04/13/2022 1,0172.00004/13/2017 243,346.25 1.973 2.001245,000.00 BankWest, Inc.1380 NCD 150,000.0006652CEY3 09/16/2019 771.90009/15/2014 149,889.00 1.873 1.900150,000.00 Bofi Federal Bank1381 NCD 50,000.0009710LAF2 08/30/2022 1,1562.25008/25/2014 49,747.50 2.493 2.52749,605.06 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a Attachment B June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 2 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Negotiable Certificates of Deposits Bofi Federal Bank1382 NCD 100,000.0009710LAE5 08/08/2022 1,1342.35008/25/2014 99,871.00 2.592 2.62899,219.28 Bofi Federal Bank1402 NCD 100,000.0009710LAF2 08/30/2022 1,1562.25010/21/2014 99,495.00 2.462 2.49699,295.12 Banco Poplar North America1478 NCD 245,000.0005965GVP8 10/07/2020 4642.25010/07/2015 245,203.35 2.219 2.250245,000.00 Bridgewater Bank Bloom MN1393 NCD 245,000.00108622EA5 09/24/2019 851.85009/24/2014 244,784.40 1.825 1.850245,000.00 Balboa Thrift & Loan1984 NCD 245,000.0005765LAW7 11/30/2022 1,2483.25011/30/2018 251,962.90 3.207 3.252245,000.00 Business Bank1531 NCD 245,000.0012325EHA3 02/10/2021 5901.55002/10/2016 242,503.45 1.530 1.551245,000.00 Citigroup1950 NCD 245,000.0017312QJ67 04/22/2023 1,3913.00004/24/2018 249,451.65245,000.00 Worlds Foremost Bank1387 NCD 200,000.00981571AT9 09/04/2019 652.10009/04/2014 199,898.00 2.072 2.101200,000.00 Commercial Bank - Alma1772 NCD 245,000.00201282HM5 04/21/2022 1,0252.05004/21/2017 243,657.40 2.023 2.051245,000.00 CBC National Bank1571 NCD 245,000.0012480LDV6 04/15/2021 6541.50004/15/2016 241,993.85 1.479 1.500245,000.00 Celtic Bank1362 NCD 245,000.0015118RJW8 08/20/2019 501.90008/20/2014 244,894.65 1.875 1.901245,000.00 Central State Bank1538 NCD 245,000.0015524EAA2 02/16/2022 9611.70002/16/2016 241,616.55 1.678 1.701245,000.00 First Iowa State Bank1840 NCD 245,000.00320636AC7 01/31/2022 9451.90007/31/2017 242,917.50 1.876 1.902245,000.00 Choice Bank - Oshkosh WI1884 NCD 245,000.0017037VBT8 12/29/2022 1,2772.35012/29/2017 244,529.60 2.317 2.350245,000.00 Charter Bank Eau Claire1811 NCD 245,000.0016116PHU8 06/13/2022 1,0782.10006/13/2017 243,890.15 2.071 2.100245,000.00 CIBM Bank1809 NCD 245,000.0012545JAM7 06/16/2022 1,0812.10006/16/2017 243,882.80 2.072 2.101245,000.00 Citizens Deposit Bank1677 NCD 245,000.0017453FBP6 08/24/2021 7851.40008/24/2016 241,080.00 1.380 1.400245,000.00 Citizens State Bank1541 NCD 250,000.0017670BAQ1 02/17/2023 1,3271.75002/19/2016 243,942.50 1.727 1.751250,000.00 Cumberland Federal Bank FSB1813 NCD 245,000.0023062KBH4 07/07/2022 1,1022.10007/07/2017 243,799.50 2.072 2.101245,000.00 Commercial Savings Bank1868 NCD 245,000.00202291AD2 10/18/2022 1,2052.10010/18/2017 243,052.25 2.071 2.100245,000.00 Enerbank USA1246 NCD 245,000.0029266NYZ4 01/30/2020 2132.05001/30/2014 244,872.60 2.021 2.050245,000.00 City National Bk of Metropolis1791 NCD 245,000.0017801GBQ1 05/16/2022 1,0502.00005/15/2017 243,258.05 1.972 2.000245,000.00 Community State Bank1536 NCD 245,000.0020404YBQ7 02/24/2022 9691.95002/24/2016 243,162.50 1.924 1.951245,000.00 Country Bank of New York1799 NCD 245,000.0022230PBN9 05/26/2022 1,0602.10005/26/2017 243,926.90 2.072 2.101245,000.00 Capital One Bank USA NA1384 NCD 250,000.00140420NR7 09/04/2019 651.80009/04/2014 249,860.00 1.775 1.800250,000.00 Capital One Bank USA NA1457 NCD 245,000.0014042E5M8 08/12/2020 4082.30008/12/2015 245,325.85 2.268 2.300245,000.00 Community Bank Pasadena1627 NCD 245,000.00203507BA5 06/15/2021 7151.55006/16/2016 242,165.35 1.529 1.550245,000.00 Commuincity Finl Svcs Bank1530 NCD 245,000.0020364ABA2 02/17/2021 5971.60002/17/2016 242,667.60 1.579 1.601245,000.00 Commerce Bank - Geneva1816 NCD 245,000.0020056QQK2 06/21/2021 7212.00006/21/2017 244,039.60 1.973 2.001245,000.00 Commerce State Bank1797 NCD 245,000.0020070PJA6 05/23/2022 1,0572.00005/22/2017 243,238.45 1.972 2.000245,000.00 Community State Bank, IA1471 NCD 245,000.0020404MAN1 09/12/2022 1,1692.25009/11/2015 244,456.10 2.224 2.255245,000.00 Cornerstone Bank1757 NCD 245,000.00219232CN3 03/10/2022 9832.10003/10/2017 244,076.35 2.072 2.101245,000.00 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 3 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Negotiable Certificates of Deposits Discover Bank / Delaware1956 NCD 245,000.00254673VJ2 10/24/2023 1,5763.35010/24/2018 252,614.60 3.304 3.350245,000.00 Dollar Bank FSB1756 NCD 245,000.0025665QAV7 03/08/2022 9812.05003/08/2017 243,757.85 2.021 2.050245,000.00 East Boston Savings Bank1463 NCD 245,000.0027113PAL5 08/24/2020 4201.90008/24/2015 244,220.90 1.876 1.902245,000.00 Eagle Bank2040 NCD 245,000.0027002YEL6 04/28/2023 1,3972.65004/30/2019 246,325.45 2.615 2.651245,000.00 TBK Bank SSB1812 NCD 245,000.0087219RBK9 06/23/2022 1,0882.10006/23/2017 243,863.20 2.072 2.101245,000.00 Ever Bank1454 NCD 245,000.0029976DZK9 07/30/2020 3952.00007/30/2015 244,532.05 1.972 2.000245,000.00 Farmer's and Merchants Bank1360 NCD 250,000.00308702BQ1 02/16/2021 5962.20008/15/2014 250,030.00 2.169 2.200250,000.00 First Bank of Highland1330 NCD 245,000.00319141BV8 07/03/2019 21.85007/03/2014 244,982.85 1.824 1.850245,000.00 First Business Bank1250 NCD 245,000.0031938QF25 02/19/2020 2332.00002/19/2014 244,755.00 1.972 2.000245,000.00 FirstBank Puerto Rico1768 NCD 245,000.0033767A2C4 04/07/2022 1,0112.10004/07/2017 244,020.00 2.072 2.101245,000.00 First Federal S&L Bank1626 NCD 245,000.0032018YAW8 06/22/2023 1,4521.80006/22/2016 239,004.85 1.776 1.800245,000.00 1st Financial Bank1485 NCD 245,000.0032022RFD4 03/16/2022 9892.10010/19/2015 244,064.10 2.120 2.150244,689.35 First Internet Bank1834 NCD 245,000.0032056GCQ1 07/14/2022 1,1092.05007/14/2017 243,383.00 2.023 2.051245,000.00 First Eagle National Bank1400 NCD 245,000.0032008JAG8 10/15/2021 8372.45010/17/2014 247,572.50 2.416 2.449245,000.00 First Oklahoma Bank1838 NCD 245,000.00335857BF4 07/26/2022 1,1212.10007/26/2017 243,669.65 2.072 2.101245,000.00 Farmers & Merchant Bank1735 NCD 245,000.0030781TBD9 01/18/2022 9322.05001/18/2017 243,873.00 2.021 2.050245,000.00 First National Bank of America1391 NCD 240,000.0032110YEF8 08/03/2022 1,1292.35009/09/2014 240,004.80 2.665 2.703237,651.99 FNB Bank Inc.1863 NCD 245,000.00330459CB2 10/13/2023 1,5652.25010/13/2017 241,697.40 2.220 2.251245,000.00 First Nationnal Bank / KS1537 NCD 245,000.00334342BU5 02/26/2021 6061.55002/26/2016 242,432.40 1.530 1.551245,000.00 The FNB of Mcgregor1480 NCD 245,000.0032112UBW0 09/30/2021 8222.00010/01/2015 243,824.00 1.972 1.999245,000.00 First Nat. Bank of Park Falls1473 NCD 245,000.0032114RAQ9 09/17/2021 8092.20009/17/2015 244,919.15 2.171 2.201245,000.00 First National Bank2026 NCD 245,000.0032117BCS5 02/14/2024 1,6893.25002/14/2019 246,810.55 3.206 3.251245,000.00 First Premier Bank1255 NCD 245,000.0033610RNX7 03/08/2021 6162.50003/07/2014 246,239.70 2.465 2.500245,000.00 Franklin Synergy Bank1771 NCD 103,000.0035471TCV2 01/31/2022 9452.00004/04/2017 102,384.06 1.972 1.999103,000.00 First Merchants Bank1351 NCD 245,000.0032082BDH9 08/06/2019 361.90008/06/2014 244,924.05 1.873 1.900245,000.00 Community First Bank1555 NCD 250,000.0020369JAA9 03/17/2022 9901.70003/17/2016 246,412.50 1.677 1.700250,000.00 Farmer's & Merchant's SVG Bank1551 NCD 245,000.00308863AH2 02/26/2021 6061.55002/29/2016 243,975.90 1.528 1.550245,000.00 First Neighbor Bank, NA1469 NCD 245,000.0033581VAF6 09/03/2021 7952.40009/03/2015 246,487.15 2.367 2.400245,000.00 First Savings Bank Northwest1335 NCD 245,000.0033621JAB4 07/18/2019 171.80007/18/2014 244,936.30 1.776 1.801245,000.00 First National Bank of Elkhart1801 NCD 245,000.00321130AB2 05/31/2022 1,0652.10005/31/2017 243,917.10 2.072 2.101245,000.00 First Northeast Bank1779 NCD 245,000.0033583FAA0 10/19/2022 1,2062.10004/19/2017 243,047.35 2.072 2.101245,000.00 First State Bank1366 NCD 245,000.0033648RAT6 08/20/2019 501.85008/20/2014 244,897.10 1.825 1.851245,000.00 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 4 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Negotiable Certificates of Deposits First State Bank - Dequeen1824 NCD 245,000.00336460CH1 04/29/2022 1,0332.00006/30/2017 243,302.15 1.973 2.000245,000.00 First State Bank of Purdy1475 NCD 248,000.0033646TAE7 04/13/2022 1,0172.35009/25/2015 247,987.60 2.321 2.353247,989.46 First State Community Bank1819 NCD 245,000.0033708UCF4 06/30/2022 1,0952.10006/30/2017 243,843.60 2.071 2.100245,000.00 First Technology Federal Credi1955 NCD 245,000.0033715LCM0 10/17/2023 1,5693.40010/17/2018 253,138.90 3.355 3.401245,000.00 First Kentucky Bank1856 NCD 245,000.0032065TAW1 10/06/2022 1,1932.10010/06/2017 243,142.90 2.072 2.101245,000.00 First Western Bank & Trust1770 NCD 245,000.0033749VAM0 04/07/2022 1,0112.00004/07/2017 243,360.95 1.973 2.001245,000.00 Gulf Coast Bank & Trust1920 NCD 245,000.00402194FJ8 07/26/2024 1,8522.65001/26/2018 244,774.60 2.614 2.650245,000.00 Gold Coast Bank1375 NCD 245,000.0038058KDA1 08/05/2019 351.80009/04/2014 244,921.60 1.775 1.800245,000.00 GE Capital Bank1262 NCD 245,000.0036157PXV6 03/22/2021 6302.65003/21/2014 246,884.05 2.613 2.650245,000.00 Ally Bank1882 NCD 245,000.0002007GAF0 01/04/2021 5532.25001/04/2018 245,220.50 2.219 2.250245,000.00 Great Plains Bank1865 NCD 245,000.0039115UBB8 07/25/2022 1,1202.00010/25/2017 242,942.00 1.972 2.000245,000.00 Grant County Bank1864 NCD 175,000.0038762PCB6 10/18/2023 1,5702.20010/18/2017 172,280.50 2.170 2.201175,000.00 Grant County Bank West V.2042 NCD 245,000.00387625AA4 05/08/2024 1,7732.55005/08/2019 243,944.05 2.513 2.548245,000.00 Goldman Sachs Bank USA / NY1951 NCD 245,000.0038148PJ81 05/09/2023 1,4083.15005/09/2018 250,740.35 3.106 3.150245,000.00 Happy State Bank1683 NCD 245,000.00411394AN9 09/16/2021 8081.50009/16/2016 241,106.95 1.500 1.520245,000.00 HSBC Bank1564 NCD 245,000.0040434AR84 10/07/2021 8292.00004/07/2016 243,703.95245,000.00 Dubuque Bank & Trust1372 NCD 245,000.00263849BD2 08/21/2019 511.90008/21/2014 244,884.85 1.873 1.900245,000.00 Investors Community Bank1765 NCD 245,000.0046147USQ4 09/23/2022 1,1802.20003/24/2017 244,002.85 2.172 2.202245,000.00 International Bank1841 NCD 245,000.0045906ABP1 07/29/2022 1,1242.10007/31/2017 243,618.20 2.072 2.101245,000.00 Industrial & Com Bk of China1773 NCD 245,000.0045581EAC5 04/12/2022 1,0162.15004/12/2017 244,340.95 2.121 2.151245,000.00 Interaudi Bank1808 NCD 245,000.0045842PAK7 06/10/2024 1,8062.50006/09/2017 243,277.65 2.465 2.500245,000.00 Iroquois Federal Sav Loan Asso1535 NCD 245,000.0046355PBV9 08/12/2020 4081.60002/12/2016 243,432.00 1.578 1.600245,000.00 Investors Bank1460 NCD 245,000.0046176PEJ0 08/25/2020 4212.00008/25/2015 245,335.65 1.972 2.000245,000.00 Inst. for Sav in Newburyport1455 NCD 245,000.0045780PAN5 07/30/2021 7602.30007/31/2015 246,210.30 2.269 2.301245,000.00 Iowa State Bank1343 NCD 250,000.0046256YAB5 07/23/2019 221.80007/23/2014 249,950.00 1.775 1.800250,000.00 JP Morgan Chase BAnk NA2021 NCD 245,000.0048128HBS6 01/31/2025 2,0413.40001/31/2019 246,795.85 3.353 3.400245,000.00 Kansas State Bank Manhattan1798 NCD 245,000.0050116CAX7 05/31/2024 1,7962.50005/31/2017 243,287.45 2.465 2.500245,000.00 Keesler Federal Credit Union2027 NCD 245,000.0049254FAP1 08/30/2021 7913.05002/28/2019 249,343.85 3.008 3.050245,000.00 Key Bank1785 NCD 245,000.0049306SYB6 05/18/2020 3221.75005/17/2017 244,071.45 1.726 1.750245,000.00 Lakeside Bank1686 NCD 245,000.0051210SLR6 09/18/2023 1,5401.80009/16/2016 237,515.25 1.775 1.800245,000.00 Leader Bank1364 NCD 245,000.0052168UCN0 08/22/2019 522.00008/22/2014 244,892.20 1.973 2.001245,000.00 Legends Bank1533 NCD 245,000.0052465JGM3 02/11/2022 9561.70002/12/2016 245,754.60 1.678 1.701245,000.00 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 5 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Negotiable Certificates of Deposits Live Oak Banking Company1671 NCD 245,000.00538036CH5 08/19/2021 7801.40008/19/2016 241,151.05 1.381 1.400245,000.00 Luana Savings Bank1367 NCD 245,000.00549103QA0 09/07/2021 7992.25009/05/2014 245,181.30 2.219 2.250245,000.00 Machias Savings Bank1358 NCD 245,000.00554479DN2 08/28/2019 581.80008/28/2014 244,882.40 1.776 1.801245,000.00 Marathon Savings Bank1818 NCD 245,000.0056585YAA8 06/28/2022 1,0932.05006/28/2017 243,495.70 2.023 2.051245,000.00 MB Financial Bank NA1730 NCD 245,000.0055266CUF1 01/13/2022 9272.10001/13/2017 244,181.70 2.072 2.101245,000.00 Mercantile Bank of Michigan1793 NCD 245,000.0058740XZF0 05/12/2022 1,0462.10005/12/2017 243,946.50 2.071 2.100245,000.00 Mechanics Coop Bank1803 NCD 245,000.00583626AC0 05/26/2022 1,0602.05005/26/2017 243,574.10 2.023 2.051245,000.00 Medallion Bank - Salt Lake2010 NCD 245,000.0058404DDB4 01/03/2024 1,6473.30001/10/2019 252,222.60 3.254 3.299245,000.00 Merrick Bank1464 NCD 245,000.0059013JHE2 08/20/2020 4161.90008/20/2015 244,228.25 1.876 1.902245,000.00 Merchants National Bank OH1534 NCD 245,000.00588806AV1 02/17/2022 9621.80002/17/2016 245,372.40 1.776 1.801245,000.00 Mid-Country Bank1810 NCD 245,000.0059565QCG8 06/14/2022 1,0792.05006/14/2017 243,537.35 2.023 2.051245,000.00 Mid-Missouri Bank1806 NCD 245,000.0059541KBL0 06/10/2022 1,0752.05006/12/2017 243,537.35 2.023 2.051245,000.00 Mainstreet Bank2038 NCD 245,000.0056065GAG3 04/26/2024 1,7612.60004/26/2019 244,544.30 2.567 2.602245,000.00 Marlin Business Bank1483 NCD 245,000.0057116AKU1 10/21/2020 4781.75010/21/2015 245,210.70 1.727 1.751245,000.00 Morgan Stanley Bank NA1890 NCD 245,000.0061747MF63 01/11/2023 1,2902.65001/11/2018 246,918.35 2.613 2.650245,000.00 Morgan Stanley Bank NA1993 NCD 245,000.0061760ASZ3 12/06/2023 1,6193.55012/06/2018 254,726.50 3.501 3.550245,000.00 Municipal Trust and Savings1800 NCD 245,000.00625925AP7 05/02/2024 1,7672.35005/22/2017 241,741.50 2.317 2.349245,000.00 Mutual One Bank1407 NCD 250,000.0062847HAA7 11/21/2019 1431.85011/21/2014 249,942.50 1.825 1.850250,000.00 MY Safra Bank FSB1467 NCD 245,000.0055406JAL6 09/03/2020 4301.90009/03/2015 245,369.95 1.873 1.900245,000.00 NBT Bank1373 NCD 94,000.00628779FN5 08/20/2019 502.10008/20/2014 93,955.82 2.071 2.10094,000.00 Customers Bank1388 NCD 250,000.0023204HCA4 09/10/2019 712.10009/10/2014 249,855.00 2.071 2.100250,000.00 NCB Savings Bank1344 NCD 245,000.00628825JL6 07/25/2019 241.80007/25/2014 244,911.80 1.775 1.800245,000.00 National Bank Commerce1607 NCD 245,000.00633368DY8 05/11/2023 1,4101.80005/11/2016 241,449.95 1.776 1.800245,000.00 Nebraska State Bank & Trust1466 NCD 245,000.0063969ABL7 08/26/2022 1,1522.25008/26/2015 247,942.45 2.220 2.251245,000.00 Northern Bank & Trust MA1814 NCD 245,000.0066476QBX5 06/29/2022 1,0942.10006/29/2017 243,843.60 2.072 2.101245,000.00 Connectone Bank1355 NCD 245,000.0020786AAT2 08/13/2019 431.85008/13/2014 244,906.90 1.824 1.850245,000.00 Bank of Northern Michigan1298 NCD 245,000.0006414TNW9 05/21/2020 3252.00005/21/2014 245,178.85 1.972 2.000245,000.00 Northfield Bank1365 NCD 245,000.0066612AAA6 08/12/2019 421.85008/13/2014 244,902.00 1.824 1.850245,000.00 Northstar Bank1326 NCD 245,000.0066704MEG2 07/18/2019 171.75007/18/2014 244,963.25 1.727 1.751245,000.00 Numerica Credit Union1991 NCD 245,000.0067054NAN3 11/28/2023 1,6113.55011/28/2018 254,741.20 3.503 3.551245,000.00 Oostburg State Bank1532 NCD 245,000.00683430BU5 02/09/2021 5891.55002/09/2016 244,639.85 1.530 1.551245,000.00 Williamette Valley Bank1524 NCD 245,000.00969294BY2 02/06/2023 1,3162.10002/04/2016 245,058.80 2.072 2.101245,000.00 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 6 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Negotiable Certificates of Deposits Orrstown Bank1465 NCD 245,000.00687377DR9 08/20/2020 4162.00008/20/2015 244,505.10 1.974 2.002245,000.00 South Ottumwa Savings Bank1851 NCD 245,000.00839145AA7 09/29/2022 1,1862.05009/29/2017 242,812.15 2.022 2.051245,000.00 Ottawa Savings Bank1892 NCD 245,000.0068956HAC7 01/19/2023 1,2982.40001/19/2018 244,801.55 2.368 2.401245,000.00 Peoples United Bank1378 NCD 245,000.0071270QGB6 08/27/2019 571.95008/27/2014 244,867.70 1.923 1.950245,000.00 Ponce De Leon Federal Bank1795 NCD 245,000.00732333AH2 05/26/2022 1,0602.10005/26/2017 243,919.55 2.072 2.101245,000.00 Parkside Financial Bank1833 NCD 245,000.0070147ACE2 03/15/2023 1,3532.10007/19/2017 241,815.00 2.072 2.101245,000.00 Planters Bank1363 NCD 245,000.0072741PCU9 08/20/2021 7812.50008/20/2014 241,244.15 2.467 2.501245,000.00 Prime Alliance Bank1331 NCD 245,000.0074160NED8 07/11/2019 101.70007/11/2014 244,975.50 1.677 1.701245,000.00 Providence Bank1445 NCD 245,000.00743738BQ8 02/25/2022 9702.10002/26/2015 247,663.15 2.072 2.101245,000.00 Ohio Valley Bank1338 NCD 250,000.00677721CE0 07/23/2019 221.80007/23/2014 249,955.00 1.776 1.801250,000.00 RCB Bank1869 NCD 245,000.0074934YAG6 10/27/2022 1,2142.20010/27/2017 243,775.00 2.171 2.201245,000.00 Reliance Savings Bank1636 NCD 245,000.0075950XAD1 06/22/2021 7221.45006/22/2016 242,133.50 1.430 1.450245,000.00 Sallie Mae Bank1350 NCD 245,000.00795450SC0 07/30/2019 292.05007/30/2014 244,938.75 2.021 2.050245,000.00 State Bank of India1390 NCD 245,000.00856284Z98 09/11/2019 722.15009/11/2014 244,862.80 2.120 2.150245,000.00 Security National Bank1499 NCD 245,000.00814414AC2 11/19/2021 8722.00011/19/2015 243,713.75 1.974 2.001245,000.00 Security State Bank1774 NCD 245,000.0081489TAS5 04/07/2022 1,0112.10004/07/2017 244,022.45 2.072 2.101245,000.00 Stifel Bank & Trust1953 NCD 245,000.0086063QAK1 05/15/2023 1,4142.95005/15/2018 248,934.70 2.911 2.951245,000.00 Silvergate Bank2043 NCD 245,000.00828373GC8 05/15/2024 1,7802.75005/15/2019 245,619.85 2.715 2.753245,000.00 Summit Community Bank1888 NCD 245,000.0086604XMN3 01/26/2022 9402.25001/26/2018 245,078.40 2.220 2.251245,000.00 Somerset Trust Company Bank1616 NCD 245,000.00835104BL3 06/12/2023 1,4421.80006/10/2016 239,117.55 1.776 1.800245,000.00 Bank of New England1704 NCD 245,000.00063847AW7 10/19/2021 8411.50010/19/2016 240,754.15 1.480 1.500245,000.00 Slovak Savings Bank1872 NCD 245,000.0083158TAA0 10/20/2022 1,2072.10010/20/2017 243,035.10 2.072 2.101245,000.00 Security Bank1777 NCD 245,000.00814107AQ1 04/19/2022 1,0232.00004/19/2017 243,329.10 1.973 2.001245,000.00 Stockman Bank1557 NCD 245,000.0086128QBX5 03/30/2023 1,3682.00003/30/2016 243,194.35 1.973 2.000245,000.00 Thomasville Natl Bank1266 NCD 245,000.00884693BJ0 04/12/2021 6512.40004/11/2014 246,950.20 2.367 2.400245,000.00 Crossfirst Bank of Leawood1804 NCD 245,000.0022766ABF1 06/09/2023 1,4392.15006/09/2017 241,459.75 2.121 2.151245,000.00 Toyota Financial Savings Bank1740 NCD 245,000.0089235MHU8 02/12/2024 1,6872.65002/10/2017 245,105.35245,000.00 Traverse City State Bank1820 NCD 245,000.00894333FF5 06/28/2022 1,0932.00006/28/2017 243,142.90 1.972 2.000245,000.00 UBS Bank USA1815 NCD 250,000.0090348JBR0 01/20/2022 9342.25006/15/2017 250,085.00 2.219 2.249250,000.00 United Community Bank GA1749 NCD 245,000.0090984P5A9 03/01/2022 9742.05003/01/2017 243,775.00 2.021 2.050245,000.00 Uinta Bank1639 NCD 245,000.00903572BC8 12/26/2023 1,6391.70006/24/2016 238,186.55 1.676 1.700245,000.00 United Community Bank1694 NCD 245,000.0090983WBD2 03/28/2022 1,0011.60009/29/2016 241,234.35 1.577 1.599245,000.00 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 7 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Negotiable Certificates of Deposits Unity Bank1529 NCD 245,000.0091330ABF3 02/26/2021 6061.60002/26/2016 244,664.35 1.579 1.601245,000.00 Valley Central Savings Bank1422 NCD 245,000.0091944RAF5 12/30/2019 1821.85012/29/2014 244,970.60 1.824 1.850245,000.00 Washington Trst Westerly1345 NCD 245,000.00940637GJ4 07/31/2019 301.90007/31/2014 244,936.30 1.873 1.900245,000.00 Western State Bank1392 NCD 245,000.0095960NJA6 03/26/2020 2692.10009/26/2014 244,848.10 2.071 2.100245,000.00 Washington First Bank1745 NCD 245,000.00940727AH3 02/23/2022 9682.05002/23/2017 243,792.15 2.021 2.050245,000.00 Wells Fargo Bank1656 NCD 245,000.009497486H5 06/30/2021 7301.60006/30/2016 242,101.65 1.578 1.600245,000.00 Woodford State Bank1459 NCD 245,000.00979424AA6 07/29/2022 1,1242.35008/12/2015 247,663.15 2.317 2.349245,000.00 Washington County Bank1842 NCD 245,000.0093754PAN7 05/11/2022 1,0452.05008/11/2017 243,610.85 2.021 2.050245,000.00 Zions First National Bank1417 NCD 250,000.0098970TU79 12/10/2019 1621.90012/08/2014 249,740.00 1.873 1.899250,000.00 Subtotal and Average 46,830,450.26 46,835,000.00 46,730,770.13 2.051 2.080 876 Corporate Medium Term Bonds Apple, Inc.1461 MTN 750,000.00037833AX8 02/07/2020 2211.55008/13/2015 746,880.00 1.980 2.008748,036.73 Apple, Inc.1497 MTN 1,500,000.00037833BD1 05/06/2020 3102.00011/05/2015 1,498,215.00 1.854 1.8791,501,456.32 Apple, Inc.1543 MTN 700,000.00037833BS8 02/23/2021 6032.25002/23/2016 702,499.00 2.140 2.169700,856.43 Alphabet (Google) Inc.1657 MTN 100,000.0002079KAA5 05/19/2021 6883.62507/11/2016 103,002.00 1.271 1.288104,251.08 Alphabet (Google) Inc.1658 MTN 946,000.0038259PAB8 05/19/2021 6883.62507/11/2016 974,398.92 1.271 1.288986,215.17 Alphabet (Google) Inc.1660 MTN 1,500,000.0002079KAA5 05/19/2021 6883.62507/12/2016 1,545,030.00 1.238 1.2551,564,722.42 Alphabet (Google) Inc.1734 MTN 871,000.0002079KAA5 05/19/2021 6883.62501/11/2017 897,147.42 2.012 2.040895,750.62 Alphabet (Google) Inc.1895 MTN 1,000,000.0002079KAA5 05/19/2021 6883.62501/10/2018 1,030,020.00 2.189 2.2191,025,356.81 Alphabet (Google) Inc.1931 MTN 382,000.0002079KAA5 05/19/2021 6883.62502/14/2018 393,467.64 2.377 2.410390,351.79 Johnson & Johnson1411 MTN 2,000,000.00478160BM5 12/05/2019 1571.87511/24/2014 1,999,040.00 1.874 1.9001,999,795.91 Johnson & Johnson1418 MTN 1,500,000.00478160BM5 12/05/2019 1571.87512/08/2014 1,499,280.00 1.824 1.8501,500,151.56 Johnson & Johnson1624 MTN 1,000,000.00478160BS2 03/01/2021 6091.65006/07/2016 994,230.00 1.530 1.5511,001,542.25 Johnson & Johnson1900 MTN 500,000.00478160BS2 03/01/2021 6091.65001/12/2018 497,115.00 2.179 2.210495,512.88 Microsoft Corporation1448 MTN 2,000,000.00594918AY0 02/12/2020 2261.85002/12/2015 1,996,080.00 1.785 1.8102,000,461.38 Microsoft Corporation1496 MTN 2,000,000.00594918BG8 11/03/2020 4912.00011/05/2015 1,999,200.00 1.913 1.9402,001,501.22 Microsoft Corporation1515 MTN 900,000.00594918BG8 11/03/2020 4912.00001/07/2016 899,640.00 1.887 1.913900,989.54 Microsoft Corporation1878 MTN 100,000.00594918BW3 02/06/2022 9512.40012/11/2017 101,050.00 2.292 2.324100,185.75 Stanford University2046 MTN 2,000,000.00525555AB4 02/01/2024 1,6766.87505/14/2019 2,431,940.00 2.367 2.4002,385,557.45 Subtotal and Average 20,302,695.31 19,749,000.00 20,308,234.98 1.879 1.905 586 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 8 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Federal Agency Bonds Federal Agricultural Mortgage1123 Call 1,500,000.0031315PQL6 11/29/2021 8822.00011/29/2012 1,500,960.00 1.972 2.0001,500,000.00 Federal Agricultural Mortgage1130 1,500,000.0031315PPX1 07/05/2022 1,1002.20012/13/2012 1,511,850.00 1.930 1.9571,509,962.44 Federal Agricultural Mortgage1134 750,000.0031315PB32 11/21/2022 1,2392.00012/19/2012 751,290.00 2.081 2.110747,487.08 Federal Agricultural Mortgage1136 1,500,000.0031315PTY5 12/27/2019 1791.48012/27/2012 1,493,385.00 1.395 1.4151,500,451.52 Federal Agricultural Mortgage1137 1,500,000.0031315PUE7 12/27/2022 1,2752.18001/04/2013 1,511,505.00 2.165 2.1961,499,249.65 Federal Agricultural Mortgage1138 740,000.0031315PEY1 12/30/2019 1824.50001/04/2013 747,666.40 1.514 1.535750,305.14 Federal Agricultural Mortgage1139 500,000.0031315PWN5 06/01/2021 7013.84001/04/2013 515,795.00 1.946 1.973516,408.87 Federal Agricultural Mortgage1141 1,500,000.0031315PUE7 12/27/2022 1,2752.18001/08/2013 1,511,505.00 2.195 2.2251,497,868.75 Federal Agricultural Mortgage1144 1,500,000.0031315PUE7 12/27/2022 1,2752.18001/23/2013 1,511,505.00 2.111 2.1411,501,823.91 Federal Agricultural Mortgage1147 2,595,000.0031315PUE7 12/27/2022 1,2752.18001/28/2013 2,614,903.65 2.199 2.2292,590,954.39 Federal Agricultural Mortgage1243 1,500,000.0031315PQT9 03/06/2020 2491.41001/15/2014 1,490,460.00 2.462 2.4961,489,772.83 Federal Agricultural Mortgage1244 1,500,000.0031315P3G2 09/09/2020 4362.80001/15/2014 1,508,955.00 2.635 2.6721,502,072.96 Federal Agricultural Mortgage1257 300,000.0031315PTU3 03/09/2021 6174.16003/06/2014 309,738.00 2.574 2.609307,135.14 Federal Agricultural Mortgage1264 1,500,000.0031315PK40 03/26/2021 6342.50003/26/2014 1,508,100.00 2.495 2.5301,499,274.55 Federal Agricultural Mortgage1279 1,250,000.0031315PPX1 07/05/2022 1,1002.20004/23/2014 1,259,875.00 2.889 2.9301,225,723.22 Federal Agricultural Mortgage1399 500,000.0031315PVF3 04/03/2020 2771.47510/15/2014 496,770.00 1.857 1.882498,541.87 Federal Agricultural Mortgage1406 1,500,000.0031315PA58 11/20/2019 1421.31011/07/2014 1,495,650.00 1.854 1.8801,496,863.87 Federal Agricultural Mortgage1408 2,000,000.0031315PM22 11/20/2019 1421.84011/20/2014 1,998,160.00 1.814 1.8402,000,000.00 Federal Agricultural Mortgage1410 1,500,000.0031315PM22 11/20/2019 1421.84011/20/2014 1,498,620.00 1.848 1.8731,499,814.67 Federal Agricultural Mortgage1423 1,500,000.0031315PZ85 12/23/2019 1751.85012/23/2014 1,496,055.00 1.851 1.8761,499,817.97 Federal Agricultural Mortgage1427 675,000.0031315P2C2 05/05/2021 6742.51001/09/2015 679,171.50 2.110 2.140679,283.11 Federal Agricultural Mortgage1428 404,000.0031315PL23 03/27/2024 1,7313.33001/09/2015 427,932.96 2.540 2.575416,774.95 Federal Agricultural Mortgage1433 1,604,000.0031315PD89 06/12/2023 1,4422.61001/22/2015 1,642,479.96 2.269 2.3011,621,689.36 Federal Agricultural Mortgage1447 1,450,000.0031315PD89 06/12/2023 1,4422.61002/09/2015 1,484,785.50 2.377 2.4101,460,298.82 Federal Agricultural Mortgage1452 1,000,000.003130H0AJ2 03/01/2022 9742.15003/05/2015 1,004,270.00 2.120 2.1501,000,000.00 Federal Agricultural Mortgage1552 Call 1,500,000.003132X0EU1 01/27/2026 2,4022.93002/26/2016 1,500,690.00 2.831 2.8701,505,028.83 Federal Agricultural Mortgage1554 Call 1,500,000.003132X0EU1 01/27/2026 2,4022.93003/02/2016 1,500,690.00 2.878 2.9181,500,995.51 Federal Agricultural Mortgage1576 1,000,000.0031315PZS1 01/24/2023 1,3032.13004/06/2016 1,005,920.00 1.839 1.8641,008,825.34 Federal Agricultural Mortgage1580 474,000.0031315PEM7 08/04/2025 2,2264.35004/08/2016 533,961.00 2.296 2.328526,200.21 Federal Agricultural Mortgage1595 1,500,000.0031315P2J7 05/01/2024 1,7663.30004/21/2016 1,588,170.00 2.084 2.1121,578,769.62 Federal Agricultural Mortgage1604 1,500,000.0031315P2J7 05/01/2024 1,7663.30004/26/2016 1,588,170.00 2.159 2.1891,573,441.87 Federal Agricultural Mortgage1617 500,000.0031315PUE7 12/27/2022 1,2752.18005/26/2016 503,835.00 1.844 1.870505,053.67 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 9 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Federal Agency Bonds Federal Agricultural Mortgage1655 1,500,000.0031315PQT9 03/06/2020 2491.41007/01/2016 1,490,460.00 0.992 1.0051,504,039.73 Federal Agricultural Mortgage1663 510,000.0031315PQT9 03/06/2020 2491.41007/21/2016 506,756.40 1.135 1.150510,877.71 Federal Agricultural Mortgage1665 2,000,000.003132X0BH3 07/15/2022 1,1102.38007/25/2016 2,026,440.00 1.499 1.5202,049,774.46 Federal Agricultural Mortgage1681 1,750,000.003132X0BG5 06/15/2020 3501.75008/24/2016 1,740,882.50 1.136 1.1521,759,753.63 Federal Agricultural Mortgage1698 1,500,000.003132X0EQ0 01/25/2021 5741.55010/03/2016 1,484,685.00 1.256 1.2741,506,285.04 Federal Agricultural Mortgage1710 1,500,000.0031315PRA9 02/03/2026 2,4094.81010/18/2016 1,733,865.00 2.131 2.1601,736,029.96 Federal Agricultural Mortgage1736 Call 1,000,000.003130H0BL6 01/01/2027 2,7413.20001/19/2017 1,002,280.00 3.156 3.2001,000,000.00 Federal Agricultural Mortgage1755 1,000,000.003132X0PX3 02/23/2022 9682.10002/23/2017 1,002,880.00 2.034 2.0631,000,922.91 Federal Agricultural Mortgage1758 1,500,000.003132X0PX3 02/23/2022 9682.10003/02/2017 1,504,320.00 2.085 2.1141,499,441.88 Federal Agricultural Mortgage1769 1,500,000.003132X0RS2 04/06/2022 1,0102.07504/06/2017 1,504,365.00 2.046 2.0751,500,000.00 Federal Agricultural Mortgage1781 1,000,000.003132X0QG9 02/22/2021 6021.90004/12/2017 995,150.00 1.781 1.8051,001,482.18 Federal Agricultural Mortgage1784 Call 1,500,000.003132X0QC8 02/23/2027 2,7943.25004/27/2017 1,501,800.00 3.200 3.2451,500,435.45 Federal Agricultural Mortgage1788 1,000,000.003132X0NZ0 01/03/2022 9172.10005/04/2017 1,002,100.00 1.938 1.9651,003,212.60 Federal Agricultural Mortgage1789 Call 1,000,000.003130H0BN2 05/01/2027 2,8613.20005/11/2017 1,002,560.00 3.156 3.2001,000,000.00 Federal Agricultural Mortgage1792 Call 1,500,000.003132X0QC8 02/23/2027 2,7943.25005/09/2017 1,501,800.00 3.201 3.2451,500,000.00 Federal Agricultural Mortgage1817 1,000,000.0031315PPX1 07/05/2022 1,1002.20006/14/2017 1,007,900.00 1.908 1.9341,007,571.93 Federal Agricultural Mortgage1830 1,500,000.003132X0UA7 06/29/2022 1,0941.88006/29/2017 1,497,915.00 1.903 1.9301,497,861.97 Federal Agricultural Mortgage1831 1,000,000.003132X0UA7 06/29/2022 1,0941.88006/29/2017 998,610.00 1.923 1.949998,012.29 Federal Agricultural Mortgage1850 Call 1,500,000.003130H0BR3 09/01/2027 2,9843.05009/28/2017 1,501,425.00 3.008 3.0501,500,000.00 Federal Agricultural Mortgage1867 1,000,000.003132X0WL1 08/23/2024 1,8802.25010/06/2017 1,014,430.00 2.332 2.365994,556.90 Federal Agricultural Mortgage1877 1,500,000.003132X0ZZ7 12/12/2022 1,2602.26012/12/2017 1,515,435.00 2.229 2.2601,500,000.00 Federal Agricultural Mortgage1889 2,000,000.003132X0D57 01/08/2021 5572.12001/08/2018 1,996,900.00 2.090 2.1202,000,000.00 Federal Agricultural Mortgage1891 Call 1,000,000.003132X0E49 01/10/2028 3,1153.28001/10/2018 1,000,180.00 3.235 3.2801,000,000.00 Federal Agricultural Mortgage1893 1,000,000.003130H0AU7 08/01/2024 1,8582.62501/09/2018 1,025,510.00 2.546 2.5811,002,006.65 Federal Agricultural Mortgage1901 1,500,000.003130H0AU7 08/01/2024 1,8582.62501/11/2018 1,538,265.00 2.623 2.6601,497,555.79 Federal Agricultural Mortgage1911 1,500,000.003132X0G21 02/03/2020 2172.10002/02/2018 1,497,615.00 2.093 2.1231,499,801.53 Federal Agricultural Mortgage1912 2,000,000.003132X0G39 01/30/2023 1,3092.50001/30/2018 2,037,320.00 2.472 2.5071,999,513.04 Federal Agricultural Mortgage1915 1,500,000.003132X0G39 01/30/2023 1,3092.50001/30/2018 1,527,990.00 2.481 2.5151,499,202.97 Federal Agricultural Mortgage1921 2,000,000.003132X0G39 01/30/2023 1,3092.50001/31/2018 2,037,320.00 2.556 2.5921,993,850.04 Federal Agricultural Mortgage1924 1,100,000.0031315PZS1 01/24/2023 1,3032.13002/08/2018 1,106,512.00 2.578 2.6141,082,299.48 Federal Agricultural Mortgage1927 1,000,000.003132X0H79 02/22/2021 6022.35002/22/2018 1,002,380.00 2.327 2.360999,841.31 Federal Agricultural Mortgage1928 1,500,000.003132X0H87 02/22/2023 1,3322.60002/22/2018 1,533,585.00 2.564 2.6001,500,000.00 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 10 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Federal Agency Bonds Federal Agricultural Mortgage1930 1,000,000.003132X0G21 02/03/2020 2172.10002/09/2018 998,410.00 2.174 2.205999,397.50 Federal Agricultural Mortgage1935 1,000,000.003132X0G21 02/03/2020 2172.10002/15/2018 998,410.00 2.238 2.269999,026.84 Federal Agricultural Mortgage1936 1,500,000.003132X0L33 02/21/2023 1,3312.77002/23/2018 1,543,575.00 2.732 2.7701,500,000.00 Federal Agricultural Mortgage1957 Call 1,000,000.003130H0CB7 10/01/2028 3,3804.00010/25/2018 1,002,550.00 3.945 4.0001,000,000.00 Federal Agricultural Mortgage1963 Call 1,500,000.003132X06X4 11/01/2023 1,5843.50011/01/2018 1,505,985.00 3.452 3.5001,500,000.00 Federal Agricultural Mortgage1999 549,000.0031315P4B2 01/30/2024 1,6743.46012/14/2018 583,790.13 3.018 3.060558,232.01 Federal Agricultural Mortgage2020 Call 1,500,000.0031422BBN9 01/22/2029 3,4933.87501/22/2019 1,505,490.00 3.821 3.8751,500,000.00 Federal Agricultural Mortgage2034 1,000,000.0031422BEJ5 04/09/2024 1,7442.35004/09/2019 1,015,240.00 2.365 2.398997,833.41 Federal Agricultural Mortgage2035 678,000.0031315PCY3 11/20/2024 1,9695.25004/08/2019 792,127.74 2.420 2.454772,814.17 Federal Agricultural Mortgage2037 Call 1,000,000.003130H0CD3 04/01/2029 3,5623.37504/18/2019 1,003,950.00 3.328 3.3751,000,000.00 Federal Agricultural Mortgage2044 Call 1,500,000.003130H0CE1 05/01/2029 3,5923.40005/02/2019 1,506,315.00 3.354 3.4011,500,000.00 Federal Farm Credit Bank903 1,000,000.0031331JN90 09/29/2020 4562.87509/29/2010 1,011,530.00 2.835 2.8751,000,000.00 Federal Farm Credit Bank .1241 500,000.003133ECRH9 06/06/2023 1,4362.45001/09/2014 510,170.00 3.383 3.430483,652.51 Federal Farm Credit Bank .1526 625,000.003133EAA65 07/26/2023 1,4862.12501/27/2016 629,950.00 2.024 2.052626,709.80 Federal Farm Credit Bank .1563 500,000.0031331XSS2 03/14/2022 9875.16003/17/2016 543,980.00 1.876 1.902541,417.01 Federal Farm Credit Bank .1565 Call 1,000,000.003133EFT98 03/28/2025 2,0972.62003/28/2016 1,000,000.00 2.596 2.632999,362.04 Federal Farm Credit Bank .1582 Call 1,500,000.003133EF3D7 04/21/2025 2,1212.54004/21/2016 1,495,755.00 2.505 2.5401,500,000.00 Federal Farm Credit Bank .1584 Call 1,500,000.003133EF3D7 04/21/2025 2,1212.54004/21/2016 1,495,755.00 2.505 2.5401,500,000.00 Federal Farm Credit Bank .1585 Call 1,500,000.003133EF4A2 04/19/2022 1,0231.92004/19/2016 1,499,745.00 1.893 1.9201,500,000.00 Federal Farm Credit Bank .1591 Call 1,500,000.003133EF2D8 04/13/2026 2,4782.64004/19/2016 1,499,745.00 2.603 2.6391,500,000.00 Federal Farm Credit Bank .1593 250,000.003133EC4L5 11/23/2021 8761.61004/21/2016 248,855.00 1.558 1.580250,170.30 Federal Farm Credit Bank .1596 1,000,000.003133ECPF5 05/13/2022 1,0471.87504/21/2016 1,001,610.00 1.578 1.6001,007,482.24 Federal Farm Credit Bank .1598 Call 1,000,000.003133EFX44 10/05/2022 1,1922.05004/22/2016 1,000,010.00 2.021 2.0491,000,000.00 Federal Farm Credit Bank .1603 Call 1,930,000.003133EFYV3 02/17/2026 2,4232.82004/26/2016 1,930,000.00 2.722 2.7601,936,651.20 Federal Farm Credit Bank .1606 Call 1,605,000.003133EFYF8 02/10/2025 2,0512.73004/28/2016 1,603,988.85 2.621 2.6571,610,739.02 Federal Farm Credit Bank .1609 Call 1,000,000.003133EF6T9 05/12/2025 2,1422.47005/12/2016 1,000,000.00 2.436 2.4701,000,000.00 Federal Farm Credit Bank .1615 1,000,000.003133EC7D0 12/13/2024 1,9922.12505/13/2016 1,007,970.00 1.930 1.9561,008,394.06 Federal Farm Credit Bank .1623 Call 1,500,000.003133EGEB7 06/09/2026 2,5352.57006/09/2016 1,498,290.00 2.534 2.5701,500,000.00 Federal Farm Credit Bank .1630 Call 1,000,000.003133EF2D8 04/13/2026 2,4782.64006/13/2016 999,830.00 2.522 2.5571,004,897.80 Federal Farm Credit Bank .1634 Call 1,000,000.003133EF2D8 04/13/2026 2,4782.64006/16/2016 999,830.00 2.489 2.5241,006,904.16 Federal Farm Credit Bank .1638 Call 2,000,000.003133EGGR0 06/22/2026 2,5482.50006/22/2016 1,991,820.00 2.582 2.6182,000,000.00 Federal Farm Credit Bank .1641 Call 1,500,000.003133EGHN8 06/30/2025 2,1912.42006/30/2016 1,500,000.00 2.386 2.4201,500,000.00 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 11 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Federal Agency Bonds Federal Farm Credit Bank .1647 Call 1,500,000.003133EGJH9 01/06/2025 2,0162.24007/06/2016 1,500,000.00 2.209 2.2401,500,000.00 Federal Farm Credit Bank .1650 1,500,000.003133EGKM6 07/06/2020 3711.00007/06/2016 1,483,605.00 0.986 1.0001,500,000.00 Federal Farm Credit Bank .1659 500,000.0031331XSS2 03/14/2022 9875.16007/08/2016 543,980.00 1.215 1.232551,108.66 Federal Farm Credit Bank .1664 Call 1,500,000.003133EGFB6 06/16/2025 2,1772.36007/25/2016 1,494,450.00 2.309 2.3411,501,507.73 Federal Farm Credit Bank .1675 Call 1,500,000.003133EGQA6 11/08/2023 1,5911.85008/09/2016 1,498,035.00 1.859 1.8851,497,882.84 Federal Farm Credit Bank .1679 Call 1,350,000.003133EGQH1 08/10/2026 2,5972.14008/18/2016 1,325,511.00 2.110 2.1391,350,000.00 Federal Farm Credit Bank .1701 Call 1,625,000.003133EGXB6 10/05/2026 2,6532.14010/06/2016 1,616,761.25 2.154 2.1841,620,278.97 Federal Farm Credit Bank .1705 Call 1,000,000.003133EGYL3 10/17/2025 2,3002.09010/17/2016 999,350.00 2.061 2.0901,000,000.00 Federal Farm Credit Bank .1782 500,000.0031331XHX3 12/21/2021 9045.05004/12/2017 539,000.00 1.884 1.910536,946.59 Federal Farm Credit Bank .1787 900,000.003133EEVD9 03/25/2024 1,7292.30005/04/2017 916,803.00 2.274 2.306899,746.56 Federal Farm Credit Bank .1822 500,000.003133EDWX6 10/07/2024 1,9252.91006/21/2017 524,165.00 2.143 2.172517,851.71 Federal Farm Credit Bank .1826 Call 1,000,000.003133EHGK3 04/24/2025 2,1242.85006/22/2017 1,000,020.00 2.798 2.8361,000,000.00 Federal Farm Credit Bank .1843 445,000.003133ED6R8 11/07/2022 1,2252.93009/14/2017 460,534.95 1.870 1.896459,602.75 Federal Farm Credit Bank .1845 Call 506,000.003133EFYK7 02/08/2023 1,3182.29009/14/2017 506,005.06 2.260 2.291505,966.24 Federal Farm Credit Bank .1846 Call 1,500,000.003133EHZL0 09/20/2027 3,0032.92009/20/2017 1,500,030.00 2.880 2.9201,500,000.00 Federal Farm Credit Bank .1848 Call 1,000,000.003133EGCR4 06/01/2023 1,4312.07009/18/2017 994,410.00 2.135 2.165996,504.19 Federal Farm Credit Bank .1849 Call 1,000,000.003133EHTZ6 08/09/2027 2,9612.95009/18/2017 1,000,000.00 2.909 2.9491,000,000.00 Federal Farm Credit Bank .1859 Call 1,000,000.003133EHD59 04/10/2026 2,4752.90010/10/2017 1,000,020.00 2.860 2.9001,000,000.00 Federal Farm Credit Bank .1870 Call 1,000,000.003133EHG31 04/19/2027 2,8493.00010/19/2017 1,000,020.00 2.958 3.0001,000,000.00 Federal Farm Credit Bank .1871 Call 1,000,000.003133EHG72 10/18/2027 3,0313.08010/18/2017 1,000,020.00 3.037 3.0801,000,000.00 Federal Farm Credit Bank .1874 Call 1,500,000.003133EHJ20 10/23/2024 1,9412.68010/23/2017 1,495,545.00 2.643 2.6801,500,000.00 Federal Farm Credit Bank .1875 Call 675,000.003133EHZL0 09/20/2027 3,0032.92010/18/2017 675,013.50 2.958 3.000671,177.57 Federal Farm Credit Bank .1885 600,000.003133EC2B9 11/09/2021 8621.70012/29/2017 598,554.00 2.161 2.191593,374.62 Federal Farm Credit Bank .1887 Call 1,500,000.003133EH3K7 06/21/2027 2,9123.10001/03/2018 1,500,030.00 3.102 3.1461,495,262.98 Federal Farm Credit Bank .1932 1,500,000.003133EJDE6 02/16/2023 1,3262.57002/16/2018 1,535,895.00 2.605 2.6421,496,355.04 Federal Farm Credit Bank .1997 Call 1,500,000.003133EJZ93 12/05/2028 3,4454.07012/10/2018 1,508,265.00 3.946 4.0011,507,971.64 Federal Farm Credit Bank .2004 1,500,000.003133EJ2R9 12/14/2020 5322.75012/20/2018 1,518,870.00 2.663 2.7001,501,043.80 Federal Farm Credit Bank .2009 Call 1,500,000.003133EJG78 10/16/2024 1,9343.64001/04/2019 1,504,095.00 3.496 3.5451,506,704.56 Federal Farm Credit Bank .2016 500,000.003133EEG79 09/07/2023 1,5292.15001/15/2019 504,370.00 2.656 2.693489,370.18 Federal Farm Credit Bank .2017 650,000.003133EC2C7 11/09/2023 1,5922.13001/15/2019 656,903.00 2.662 2.699634,965.33 Federal Home Loan Bank1041 1,500,000.00313378LA7 02/25/2022 9702.33003/20/2012 1,521,765.00 2.298 2.3301,500,000.00 Federal Home Loan Bank1073 2,000,000.00313379EC9 11/18/2020 5062.00005/18/2012 2,001,340.00 1.972 2.0002,000,000.00 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 12 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Federal Agency Bonds Federal Home Loan Bank1125 1,500,000.00313381C94 12/13/2019 1651.25011/30/2012 1,493,730.00 1.196 1.2121,500,240.15 Federal Home Loan Bank1126 Call 750,000.00313381DA0 12/05/2022 1,2532.19012/05/2012 747,285.00 2.165 2.195749,871.46 Federal Home Loan Bank1131 1,500,000.00313381C94 12/13/2019 1651.25012/13/2012 1,493,730.00 1.232 1.2491,500,000.00 Federal Home Loan Bank1146 Call 212,500.00313381DA0 12/05/2022 1,2532.19001/25/2013 211,730.75 2.201 2.232212,223.00 Federal Home Loan Bank1156 1,315,000.003133XHRJ3 12/10/2021 8935.00002/25/2013 1,411,363.20 1.825 1.8501,407,920.01 Federal Home Loan Bank1240 1,500,000.00313371U79 12/11/2020 5293.12501/09/2014 1,526,835.00 2.615 2.6511,509,302.41 Federal Home Loan Bank1248 1,500,000.003130A0J27 01/07/2020 1902.22001/23/2014 1,500,180.00 2.194 2.2251,499,962.26 Federal Home Loan Bank1253 1,500,000.003130A12B3 03/13/2020 2562.12502/24/2014 1,500,120.00 2.095 2.1241,500,000.00 Federal Home Loan Bank1261 1,500,000.00313382K69 03/12/2021 6201.75003/13/2014 1,497,030.00 2.418 2.4511,483,674.73 Federal Home Loan Bank1267 1,500,000.00313370US5 09/11/2020 4382.87504/02/2014 1,516,560.00 2.271 2.3031,509,470.57 Federal Home Loan Bank1270 200,000.00313379EC9 11/18/2020 5062.00004/08/2014 200,134.00 2.263 2.295199,247.82 Federal Home Loan Bank1272 550,000.00313379EC9 11/18/2020 5062.00004/09/2014 550,368.50 2.263 2.295547,930.63 Federal Home Loan Bank1577 1,500,000.003130A7Q73 12/08/2021 8911.53004/08/2016 1,489,815.00 1.450 1.4701,502,086.74 Federal Home Loan Bank1583 Call 1,690,000.003130A7RS6 04/27/2026 2,4922.65004/27/2016 1,686,484.80 2.619 2.6551,689,423.52 Federal Home Loan Bank1587 Call 1,500,000.003130A7TA3 04/28/2023 1,3972.07004/28/2016 1,500,015.00 2.041 2.0701,500,000.00 Federal Home Loan Bank1605 1,000,000.00313382K69 03/12/2021 6201.75004/27/2016 998,020.00 1.490 1.5111,003,885.33 Federal Home Loan Bank1619 500,000.003133827D9 02/08/2021 5881.75006/02/2016 498,870.00 1.476 1.496501,953.62 Federal Home Loan Bank1620 400,000.003133XDVS7 12/11/2020 5295.25006/02/2016 418,880.00 1.461 1.481420,984.89 Federal Home Loan Bank1628 Call 1,500,000.003130A8F99 06/15/2026 2,5412.58006/15/2016 1,500,015.00 2.544 2.5801,500,000.00 Federal Home Loan Bank1632 Call 2,000,000.003130A8J46 06/29/2026 2,5552.52006/29/2016 2,000,020.00 2.485 2.5202,000,000.00 Federal Home Loan Bank1633 Call 1,363,636.273130A8J79 12/27/2024 2,0062.35006/27/2016 1,363,636.27 2.317 2.3501,363,636.27 Federal Home Loan Bank1635 Call 1,500,000.003130A8JG9 06/22/2023 1,4522.07006/22/2016 1,493,415.00 2.041 2.0701,500,000.00 Federal Home Loan Bank1637 Call 909,091.003130A8J79 12/27/2024 2,0062.35006/27/2016 909,091.00 2.317 2.350909,091.00 Federal Home Loan Bank1640 Call 1,500,000.003130A8JX2 06/29/2026 2,5552.54006/29/2016 1,500,000.00 2.505 2.5401,500,000.00 Federal Home Loan Bank1643 Call 1,500,000.003130A8HF3 09/23/2025 2,2762.44006/23/2016 1,494,300.00 2.430 2.4641,497,980.18 Federal Home Loan Bank1644 Call 1,500,000.003130A8HT3 12/29/2025 2,3732.47006/29/2016 1,500,000.00 2.451 2.4851,498,697.69 Federal Home Loan Bank1648 Call 1,500,000.003130A8J46 06/29/2026 2,5552.52006/29/2016 1,500,015.00 2.425 2.4591,500,314.75 Federal Home Loan Bank1649 250,000.003130A0EN6 12/10/2021 8932.87506/28/2016 256,412.50 1.232 1.249259,561.14 Federal Home Loan Bank1651 Call 1,500,000.003130A8MQ3 10/12/2022 1,1991.87507/12/2016 1,500,000.00 1.849 1.8751,500,000.00 Federal Home Loan Bank1652 Call 980,000.003130A8F99 06/15/2026 2,5412.58006/29/2016 980,009.80 2.524 2.560981,192.06 Federal Home Loan Bank1661 Call 1,000,000.003130A8SJ3 11/01/2024 1,9502.15008/01/2016 1,000,000.00 2.120 2.1501,000,000.00 Federal Home Loan Bank1662 Call 1,500,000.003130A8R54 07/28/2023 1,4881.80007/28/2016 1,494,435.00 1.795 1.8201,498,856.96 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 13 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Federal Agency Bonds Federal Home Loan Bank1667 Call 1,500,000.003130A8VP5 08/23/2024 1,8802.00008/23/2016 1,484,100.00 1.972 2.0001,500,000.00 Federal Home Loan Bank1668 Call 1,500,000.003130A8VN0 11/17/2023 1,6001.94008/17/2016 1,500,000.00 1.913 1.9401,500,000.00 Federal Home Loan Bank1690 Call 1,000,000.003130A94L2 09/02/2026 2,6202.12509/15/2016 990,260.00 2.129 2.158997,841.37 Federal Home Loan Bank1695 Call 1,500,000.003130A9N64 10/06/2026 2,6542.15010/06/2016 1,480,950.00 2.120 2.1501,500,000.00 Federal Home Loan Bank1697 Call 1,000,000.003130A9N64 10/06/2026 2,6542.15010/06/2016 987,300.00 2.131 2.161999,273.61 Federal Home Loan Bank1699 500,000.003133827E7 02/06/2023 1,3162.13010/05/2016 505,910.00 1.578 1.600509,026.96 Federal Home Loan Bank1700 Call 1,500,000.003130A9P62 10/13/2026 2,6612.20010/13/2016 1,483,440.00 2.169 2.2001,500,000.00 Federal Home Loan Bank1702 Call 2,000,000.003130A9PT2 10/26/2026 2,6742.23010/26/2016 1,971,540.00 2.199 2.2302,000,000.00 Federal Home Loan Bank1706 Call 310,000.003130A9PT2 10/26/2026 2,6742.23010/26/2016 305,588.70 2.214 2.245309,695.95 Federal Home Loan Bank1707 Call 1,000,000.003130A9RH6 10/20/2026 2,6682.30010/20/2016 989,210.00 2.270 2.302999,853.94 Federal Home Loan Bank1709 Call 1,000,000.003130A9RH6 10/20/2026 2,6682.30010/20/2016 989,210.00 2.271 2.302999,817.43 Federal Home Loan Bank1713 Call 2,000,000.003130A9XC0 11/17/2026 2,6962.36011/17/2016 1,996,260.00 2.327 2.3602,000,000.00 Federal Home Loan Bank1716 Call 1,500,000.003130A9XC0 11/17/2026 2,6962.36011/17/2016 1,497,195.00 2.361 2.3931,496,680.00 Federal Home Loan Bank1717 Call 1,500,000.003130AA2Z0 11/23/2026 2,7022.69011/23/2016 1,500,000.00 2.653 2.6901,500,000.00 Federal Home Loan Bank1718 Call 205,000.003130AA2Z0 11/23/2026 2,7022.69011/23/2016 205,000.00 2.682 2.720204,602.84 Federal Home Loan Bank1719 Call 1,500,000.003130A7C29 02/24/2026 2,4302.75011/16/2016 1,500,030.00 2.712 2.7491,500,000.00 Federal Home Loan Bank1720 Call 1,500,000.003130AAAZ1 12/14/2026 2,7232.90012/14/2016 1,500,030.00 2.860 2.9001,500,000.00 Federal Home Loan Bank1724 Call 800,000.003130AAEX2 12/28/2021 9112.15012/28/2016 800,008.00 2.120 2.150800,000.00 Federal Home Loan Bank1727 1,000,000.003130AABG2 11/29/2021 8821.87512/16/2016 1,002,110.00 2.168 2.198992,612.02 Federal Home Loan Bank1741 Call 315,000.003130AAAZ1 12/14/2026 2,7232.90001/27/2017 315,006.30 3.008 3.050311,970.59 Federal Home Loan Bank1751 Call 325,000.003130A8HF3 09/23/2025 2,2762.44002/15/2017 323,765.00 2.836 2.875317,238.40 Federal Home Loan Bank1752 Call 250,000.003130A7C29 02/24/2026 2,4302.75002/15/2017 250,005.00 2.958 3.000246,381.78 Federal Home Loan Bank1763 1,910,000.003133XHRJ3 12/10/2021 8935.00003/10/2017 2,049,964.80 2.150 2.1802,034,257.50 Federal Home Loan Bank1780 1,000,000.00313378CR0 03/11/2022 9842.25004/12/2017 1,012,330.00 1.903 1.9301,008,175.64 Federal Home Loan Bank1823 Call 1,500,000.003130ABJW7 06/27/2024 1,8232.55006/27/2017 1,500,000.00 2.515 2.5501,500,000.00 Federal Home Loan Bank1847 Call 500,000.003130A7TA3 04/28/2023 1,3972.07009/18/2017 500,005.00 2.131 2.161498,363.96 Federal Home Loan Bank1854 Call 1,500,000.003130ACH64 10/26/2022 1,2132.25010/26/2017 1,500,360.00 2.219 2.2501,500,000.00 Federal Home Loan Bank1860 Call 500,000.003130AAWE4 03/08/2022 9812.22009/28/2017 500,010.00 2.116 2.146500,939.80 Federal Home Loan Bank1861 Call 800,000.003130ABAF3 05/11/2027 2,8713.00009/29/2017 800,024.00 2.958 2.999800,000.00 Federal Home Loan Bank1862 Call 1,000,000.003130ACK94 10/10/2024 1,9282.53010/10/2017 1,000,920.00 2.495 2.5301,000,000.00 Federal Home Loan Bank1873 Call 1,500,000.003130ACMH4 10/16/2024 1,9342.50010/16/2017 1,507,245.00 2.465 2.5001,500,000.00 Federal Home Loan Bank1886 1,000,000.003130A3VC5 12/08/2023 1,6212.25001/03/2018 1,016,580.00 2.359 2.392994,135.61 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 14 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Federal Agency Bonds Federal Home Loan Bank1896 1,000,000.003130A3DL5 09/08/2023 1,5302.37501/09/2018 1,021,540.00 2.376 2.409998,664.10 Federal Home Loan Bank1903 500,000.003130ADEV0 01/17/2023 1,2962.38001/18/2018 510,295.00 2.385 2.418499,361.65 Federal Home Loan Bank1918 1,000,000.003130ADJH6 01/29/2020 2122.10001/29/2018 999,820.00 2.083 2.112999,932.40 Federal Home Loan Bank1971 Call 1,000,000.003130AELU2 07/16/2027 2,9373.84011/01/2018 1,000,270.00 3.847 3.900995,844.50 Federal Home Loan Bank1979 Call 1,500,000.003130AFFJ1 11/21/2028 3,4314.08011/21/2018 1,506,105.00 4.024 4.0801,500,000.00 Federal Home Loan Bank1996 Call 1,000,000.003130AFG84 11/29/2028 3,4393.87512/06/2018 1,023,010.00 3.823 3.876999,905.71 Fed. Home Loan Mortgage Corp.1106 1,500,000.003134G3A91 08/22/2019 521.40008/22/2012 1,498,170.00 1.380 1.4001,500,000.00 Fed. Home Loan Mortgage Corp.1113 1,500,000.003134G3L73 12/26/2019 1781.50009/26/2012 1,494,690.00 1.479 1.5001,500,000.00 Fed. Home Loan Mortgage Corp.1273 2,000,000.003134G45T1 12/10/2021 8932.00004/10/2014 2,005,200.00 2.564 2.6001,973,579.04 Fed. Home Loan Mortgage Corp.1277 1,000,000.003134G45T1 12/10/2021 8932.00004/22/2014 1,002,600.00 2.643 2.680985,068.52 Fed. Home Loan Mortgage Corp.1282 300,000.003134G3A91 08/22/2019 521.40005/01/2014 299,634.00 1.914 1.941299,782.23 Fed. Home Loan Mortgage Corp.1286 300,000.003134G35V8 03/13/2020 2561.65005/02/2014 298,881.00 2.053 2.082299,149.10 Fed. Home Loan Mortgage Corp.1287 300,000.003134G3U40 11/21/2019 1431.45005/02/2014 299,154.00 1.938 1.965299,432.72 Fed. Home Loan Mortgage Corp.1291 1,000,000.003134G3K58 03/19/2020 2621.50005/06/2014 996,580.00 2.041 2.070996,170.90 Fed. Home Loan Mortgage Corp.1292 1,000,000.003134G44G0 05/22/2020 3261.50005/06/2014 994,960.00 2.091 2.120994,835.38 Fed. Home Loan Mortgage Corp.1301 1,000,000.003134G3L73 12/26/2019 1781.50005/13/2014 996,460.00 1.945 1.972997,837.37 Fed. Home Loan Mortgage Corp.1678 Call 1,000,000.003134GAEF7 09/29/2021 8211.65009/29/2016 995,360.00 1.627 1.6501,000,000.00 Fed. Home Loan Mortgage Corp.1828 Call 1,500,000.003134GBNX6 05/28/2021 6972.00006/28/2017 1,500,300.00 1.969 1.9961,500,000.00 Fed. Home Loan Mortgage Corp.1835 Call 1,500,000.003134GBXU1 07/27/2022 1,1222.25007/27/2017 1,500,210.00 2.219 2.2501,500,000.00 Fed. Home Loan Mortgage Corp.1836 Call 1,000,000.003134GBXU1 07/27/2022 1,1222.25007/27/2017 1,000,140.00 2.219 2.2501,000,000.00 Fed. Home Loan Mortgage Corp.1837 Call 1,000,000.003134GBXU1 07/27/2022 1,1222.25007/27/2017 1,000,140.00 2.234 2.265999,539.17 Fed. Home Loan Mortgage Corp.1853 Call 660,000.003134GBK92 10/12/2022 1,1992.20010/12/2017 660,066.00 2.169 2.200660,000.00 Fed. Home Loan Mortgage Corp.2036 Call 1,500,000.003134GTFQ1 04/30/2024 1,7652.85004/30/2019 1,502,460.00 2.810 2.8501,500,000.00 Federal National Mortgage Asso1048 2,000,000.003136G0AW1 10/16/2020 4732.35004/16/2012 2,010,980.00 2.317 2.3502,000,000.00 Federal National Mortgage Asso1059 2,000,000.003136G0DU2 04/30/2020 3042.00004/30/2012 1,998,640.00 1.972 2.0002,000,000.00 Federal National Mortgage Asso1061 1,500,000.003136G0EC1 04/30/2020 3042.05004/30/2012 1,499,340.00 2.021 2.0501,500,000.00 Federal National Mortgage Asso1066 2,000,000.003136G0FJ5 10/30/2020 4872.00004/30/2012 2,003,180.00 1.972 2.0002,000,000.00 Federal National Mortgage Asso1268 1,500,000.003136FTR43 08/28/2020 4242.00004/08/2014 1,500,975.00 2.172 2.2021,496,733.80 Federal National Mortgage Asso1276 1,000,000.003136G0U58 04/30/2021 6691.75004/16/2014 997,640.00 2.364 2.397989,155.37 Federal National Mortgage Asso1288 250,000.003136G0M57 04/09/2021 6481.75005/02/2014 249,417.50 2.452 2.486247,018.24 Federal National Mortgage Asso1315 1,200,000.003136G0YK1 08/28/2019 581.50006/05/2014 1,198,572.00 1.815 1.8401,199,386.11 Federal National Mortgage Asso1546 Call 1,000,000.003136G3AN5 03/16/2021 6241.75003/16/2016 998,670.00 1.578 1.6001,000,000.00 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 15 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Federal Agency Bonds Federal National Mortgage Asso1654 1,000,000.003136G0EG2 04/23/2021 6622.28006/30/2016 1,007,160.00 1.171 1.1871,019,175.50 Federal National Mortgage Asso1669 Call 1,350,000.003136G3XZ3 07/28/2021 7581.50007/28/2016 1,343,007.00 1.505 1.5261,349,299.69 Federal National Mortgage Asso1687 Call 1,050,000.003136G36A8 09/27/2024 1,9152.00009/27/2016 1,050,273.00 1.972 2.0001,050,000.00 Federal National Mortgage Asso1715 500,000.0031364CCC0 04/30/2026 2,4957.12511/10/2016 663,240.00 2.367 2.400643,573.94 Federal National Mortgage Asso1883 500,000.003136G05L1 08/26/2022 1,1522.00012/29/2017 503,305.00 2.238 2.270495,978.43 Federal National Mortgage Asso1894 1,000,000.003135G0T78 10/05/2022 1,1922.00001/09/2018 1,007,000.00 2.288 2.320990,159.32 Federal National Mortgage Asso1904 1,000,000.003135G0T78 10/05/2022 1,1922.00001/19/2018 1,007,000.00 2.409 2.443986,421.61 Federal National Mortgage Asso1922 1,000,000.003136G0P62 10/15/2020 4721.50002/05/2018 993,190.00 2.268 2.300990,052.22 Federal National Mortgage Asso1926 1,500,000.003135G0T94 01/19/2023 1,2982.37502/08/2018 1,529,490.00 2.574 2.6101,488,327.11 Federal National Mortgage Asso1960 250,000.003136G33H6 08/24/2026 2,6112.10010/24/2018 249,997.50 3.603 3.653226,049.20 Tennessee Valley Authority1132 500,000.00880591EL2 02/15/2021 5953.87512/14/2012 515,870.00 1.596 1.618517,079.17 Tennessee Valley Authority1133 1,010,000.00880591EN8 08/15/2022 1,1411.87512/14/2012 1,010,676.70 1.893 1.9201,008,706.91 Tennessee Valley Authority1145 1,500,000.00880591EL2 02/15/2021 5953.87501/23/2013 1,547,610.00 1.647 1.6691,550,003.24 Tennessee Valley Authority1260 1,160,000.00880591EL2 02/15/2021 5953.87503/12/2014 1,196,818.40 2.427 2.4611,184,320.45 Tennessee Valley Authority1508 1,000,000.00880591CJ9 11/01/2025 2,3156.75011/20/2015 1,272,600.00 2.807 2.8461,213,973.64 Tennessee Valley Authority1519 750,000.00880591ER9 09/15/2024 1,9032.87501/15/2016 778,335.00 2.564 2.600759,545.69 Tennessee Valley Authority1589 775,000.00880591CJ9 11/01/2025 2,3156.75004/18/2016 986,265.00 2.337 2.370966,405.27 Tennessee Valley Authority1703 1,490,000.00880591EN8 08/15/2022 1,1411.87510/07/2016 1,490,998.30 1.538 1.5601,503,943.09 Tennessee Valley Authority1714 1,250,000.00880591CJ9 11/01/2025 2,3156.75011/10/2016 1,590,750.00 2.317 2.3501,562,397.40 Subtotal and Average 285,996,708.38 284,120,227.27 286,884,405.37 2.294 2.326 1,504 Treasury Securities (Notes) U.S. Treasury1284 TB 1,500,000.00912828TH3 07/31/2019 300.87505/02/2014 1,498,290.00 1.726 1.7501,498,973.60 U.S. Treasury1285 TB 1,500,000.00912828TN0 08/31/2019 611.00005/02/2014 1,496,805.00 1.755 1.7801,498,144.06 U.S. Treasury1761 TB 1,500,000.00912828J43 02/28/2022 9731.75003/09/2017 1,500,945.00 2.071 2.1001,486,781.92 U.S. Treasury1866 TB 1,500,000.00912828L57 09/30/2022 1,1871.75010/06/2017 1,501,050.00 1.914 1.9411,491,163.05 U.S. Treasury1898 TB 1,500,000.00912828P38 01/31/2023 1,3101.75001/11/2018 1,501,050.00 2.308 2.3401,470,216.31 U.S. Treasury1905 TB 1,500,000.00912828N30 12/31/2022 1,2792.12501/22/2018 1,520,445.00 2.387 2.4201,485,460.37 U.S. Treasury1923 TB 1,500,000.00912828P38 01/31/2023 1,3101.75002/05/2018 1,501,050.00 2.560 2.5961,457,558.81 U.S. Treasury1925 TB 1,000,000.00912828P38 01/31/2023 1,3101.75002/08/2018 1,000,700.00 2.487 2.521974,132.59 U.S. Treasury1929 TB 1,000,000.00912828P79 02/28/2023 1,3381.50002/09/2018 991,990.00 2.534 2.570963,449.03 U.S. Treasury1934 TB 1,000,000.00912828P79 02/28/2023 1,3381.50002/15/2018 991,990.00 2.601 2.638961,190.72 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 16 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Subtotal and Average 13,287,070.46 13,500,000.00 13,504,315.00 2.197 2.227 973 Municipal Bonds Acalanes Union High School Dis1494 MUN 1,000,000.00004284B38 08/01/2021 7622.38110/30/2015 1,008,420.00 2.120 2.1501,004,497.83 Alameda County Joint Pws Auth.2005 MUN 505,000.00010831DS1 06/01/2025 2,1623.36512/24/2018 536,037.30 3.175 3.220508,876.43 Antelope Valley Community Coll1790 MUN 220,000.0003667PFL1 08/01/2022 1,1272.60805/09/2017 223,649.80 2.266 2.298221,955.42 State of Arkansas1913 MUN 320,000.00041042ZW5 06/01/2022 1,0662.87501/26/2018 328,208.00 2.486 2.520323,118.87 Burlingame School District1548 MUN 730,000.00121457EQ4 08/01/2025 2,2236.23802/24/2016 823,965.60 3.557 3.606828,346.91 Carlsbad Unified School Dist .1547 MUN 300,000.00142665DH8 08/01/2021 7624.58402/24/2016 314,739.00 2.130 2.159314,243.45 Carlsbad Unified School Dist .1556 MUN 1,250,000.00142665DH8 08/01/2021 7624.58403/04/2016 1,311,412.50 2.138 2.1681,309,068.50 Carlsbad Unified School Dist .1753 MUN 350,000.00142665DH8 08/01/2021 7624.58402/17/2017 367,195.50 2.317 2.350365,411.52 Carlsbad Unified School Dist .1857 MUN 305,000.00142665DJ4 08/01/2026 2,5885.23409/27/2017 358,253.00 2.850 2.890349,393.31 Cerritos Community College Dis1523 MUN 500,000.00156792GV9 08/01/2021 7622.78101/27/2016 508,165.00 2.012 2.040507,263.73 Cerritos Community College Dis1876 MUN 55,000.00156792GW7 08/01/2022 1,1272.97111/30/2017 56,571.90 2.416 2.45055,829.13 State of Delaware1952 MUN 1,500,000.002463807H6 07/01/2022 1,0963.50005/03/2018 1,567,740.00 2.927 2.9671,522,342.59 State of Delaware1970 MUN 500,000.002463804C0 10/01/2020 4584.60011/02/2018 503,040.00 3.668 3.719505,257.62 Fremon Union High School Distr1646 MUN 525,000.00357172VA0 02/01/2026 2,4076.08006/28/2016 625,521.75 2.994 3.035616,886.40 Fullerton School District1916 MUN 995,000.00359819DN6 08/01/2026 2,5883.16002/14/2018 1,037,665.60 3.028 3.0701,000,537.48 Fullerton School District1917 MUN 750,000.00359819DM8 08/01/2025 2,2233.04002/14/2018 777,472.50 2.959 3.000751,613.77 State of Georgia1613 MUN 500,000.00373384RU2 10/01/2022 1,1883.57005/17/2016 524,455.00 1.878 1.904525,440.10 State of Georgia1645 MUN 365,000.00373384W69 02/01/2023 1,3113.25006/27/2016 380,224.15 1.898 1.925381,198.11 State of Georgia1666 MUN 1,825,000.003733844V5 02/01/2025 2,0422.37507/29/2016 1,844,600.50 1.972 1.9991,859,969.37 State of Georgia1691 MUN 385,000.00373384RU2 10/01/2022 1,1883.57009/26/2016 403,830.35 1.630 1.653407,780.49 State of Georgia1775 MUN 250,000.00373384RX6 10/01/2025 2,2844.00004/10/2017 275,222.50 2.739 2.777266,921.09 State of Georgia1919 MUN 1,095,000.00373384RY4 10/01/2026 2,6494.31001/26/2018 1,233,802.20 2.979 3.0201,184,508.54 State of Georgia1945 MUN 200,000.00373384RY4 10/01/2026 2,6494.31003/19/2018 225,352.00 3.204 3.248213,326.56 State of Georgia1962 MUN 390,000.00373384SP2 10/01/2023 1,5533.74010/25/2018 416,418.60 3.093 3.136399,202.48 State of Georgia1967 MUN 350,000.00373385BU6 02/01/2027 2,7722.72010/31/2018 355,267.50 3.412 3.460333,029.42 State of Georgia1980 MUN 1,200,000.00373384PB6 11/01/2027 3,0455.01411/30/2018 1,414,200.00 3.649 3.7001,311,015.88 State of Hawaii1685 MUN 1,045,000.00419792DA1 10/01/2026 2,6493.15010/19/2016 1,089,328.90 2.431 2.4651,090,739.23 State of Hawaii1852 MUN 225,000.00419791YP7 02/01/2022 9464.80009/21/2017 239,233.50 2.071 2.100239,918.06 State of Hawaii1944 MUN 1,000,000.00419792NH5 10/01/2022 1,1881.92103/20/2018 994,210.00 2.584 2.620978,701.84 State of Hawaii1946 MUN 355,000.00419791YP7 02/01/2022 9464.80003/21/2018 377,457.30 2.761 2.800372,262.81 State of Hawaii1947 MUN 1,500,000.00419792NH5 10/01/2022 1,1881.92103/29/2018 1,491,315.00 2.663 2.7001,464,456.38 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 17 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Municipal Bonds State of Hawaii1961 MUN 250,000.00419791YS1 02/01/2025 2,0425.23010/25/2018 286,467.50 3.363 3.410272,686.00 State of Hawaii1981 MUN 500,000.00419791YV4 02/01/2028 3,1375.48011/30/2018 604,290.00 3.687 3.739562,736.08 State of Hawaii1995 MUN 800,000.00419791YT9 02/01/2026 2,4075.33012/06/2018 938,784.00 3.304 3.350892,009.38 State of Hawaii2019 MUN 750,000.00419792NH5 10/01/2022 1,1881.92101/17/2019 745,657.50 2.613 2.650733,167.00 City of Los Angeles1748 MUN 1,000,000.00544351KS7 09/01/2023 1,5232.64002/14/2017 1,016,930.00 2.784 2.8231,001,132.80 City of Los Angeles1879 MUN 1,090,000.00544351KR9 09/01/2022 1,1582.44012/11/2017 1,099,363.10 2.355 2.3881,091,673.86 City of Los Angeles1969 MUN 295,000.00544351NP0 09/01/2026 2,6193.30011/02/2018 311,183.70 3.530 3.579289,867.50 City of Los Angeles2008 MUN 1,000,000.00544351MS5 09/01/2026 2,6193.50001/07/2019 1,067,920.00 3.077 3.1191,024,029.41 Los Angeles Dept. of WTR & PWR1949 MUN 1,500,000.00544495VX9 07/01/2027 2,9225.51603/29/2018 1,820,025.00 3.254 3.3001,727,461.22 Los Angeles Dept. of WTR & PWR1965 MUN 425,000.00544495VX9 07/01/2027 2,9225.51610/29/2018 515,673.75 3.600 3.650478,943.04 Los Angeles Dept. of WTR & PWR1975 MUN 300,000.00544525NW4 07/01/2022 1,0965.18111/07/2018 328,716.00 3.166 3.210316,601.92 State of Maryland1689 MUN 485,000.005741925C0 03/01/2022 9744.30009/16/2016 511,621.65 1.534 1.555518,975.77 State of Maryland1762 MUN 1,000,000.00574193NC8 03/15/2022 9882.25003/22/2017 1,008,770.00 2.219 2.2501,000,000.00 State of Maryland1941 MUN 1,500,000.00574193PU6 03/15/2021 6232.48003/21/2018 1,514,745.00 2.406 2.4401,500,977.60 State of Maryland1943 MUN 1,280,000.005741925D8 03/01/2023 1,3394.40003/20/2018 1,378,713.60 2.633 2.6701,355,571.89 State of Maryland1958 MUN 1,690,000.005741926L9 08/01/2024 1,8584.20010/19/2018 1,859,321.10 3.413 3.4611,747,064.25 State of Michigan2002 MUN 825,000.005946108C4 05/15/2026 2,5103.85012/21/2018 861,374.25 3.452 3.500842,322.88 Mtn. View-Whisman School Dist.1348 MUN 500,000.0062451FFK1 08/01/2021 7622.97307/24/2014 507,755.00 2.893 2.933502,098.34 Marin Community College Dist.1858 MUN 500,000.0056781RGU5 08/01/2027 2,9533.27209/28/2017 529,815.00 2.791 2.830515,486.33 Marin Community College Dist.1973 MUN 120,000.0056781RGT8 08/01/2026 2,5883.17211/05/2018 126,435.60 3.452 3.500117,571.55 Mt. San Antonio Community Coll1489 MUN 1,335,000.00623040GX4 08/01/2023 1,4924.10310/26/2015 1,440,745.35 2.490 2.5251,412,648.42 State of Mississippi1968 MUN 1,500,000.00605581LM7 11/01/2026 2,6803.75111/07/2018 1,624,080.00 3.424 3.4721,531,142.59 State of Mississippi1972 MUN 500,000.00605581LM7 11/01/2026 2,6803.75111/07/2018 541,360.00 3.449 3.496509,576.68 State of New Hampshire1948 MUN 1,500,000.00644682M37 06/01/2021 7013.50003/22/2018 1,543,545.00 2.544 2.5801,525,203.92 New York St Envrnmntl Facs1942 MUN 1,000,000.0064985HWN3 07/15/2020 3801.43103/15/2018 993,090.00 2.377 2.410990,160.24 New York St Envrnmntl Facs2007 MUN 450,000.0064985HWS2 07/15/2024 1,8412.12001/04/2019 451,557.00 2.860 2.900433,764.20 New York State Envrnmntl Corp1933 MUN 2,000,000.0064986DEE1 06/15/2022 1,0802.43802/15/2018 2,019,640.00 2.624 2.6611,987,567.36 New York State Envrnmntl Corp2022 MUN 1,000,000.00649791CN8 03/01/2023 1,3394.69001/22/2019 1,092,810.00 2.752 2.7911,065,330.63 New York State Envrnmntl Corp2024 MUN 1,000,000.00649791CN8 03/01/2023 1,3394.69002/08/2019 1,092,810.00 2.751 2.7901,065,413.53 State of Ohio1550 MUN 1,500,000.00677522HZ0 05/01/2021 6701.57003/09/2016 1,491,615.00 1.548 1.5691,500,000.00 State of Ohio1688 MUN 800,000.00677522JB1 05/01/2023 1,4002.11009/13/2016 800,272.00 1.764 1.788809,246.23 State of Ohio1742 MUN 2,000,000.00677522JB1 05/01/2023 1,4002.11001/31/2017 2,000,680.00 2.485 2.5201,971,062.93 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 18 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Municipal Bonds State of Ohio1832 MUN 900,000.006775207G7 04/01/2024 1,7364.97106/30/2017 1,013,076.00 2.416 2.450998,746.70 State of Ohio1881 MUN 200,000.00677521GP5 11/01/2020 4893.62512/21/2017 204,456.00 2.179 2.210203,634.95 Orchard School District1910 MUN 200,000.00685585FD8 08/01/2027 2,9533.12501/25/2018 205,824.00 3.208 3.253198,271.54 State of Oregon1682 MUN 570,000.0068609BGH4 05/01/2022 1,0352.50008/29/2016 577,506.90 1.528 1.550584,628.96 State of Oregon1974 MUN 500,000.0068607LXQ5 06/01/2027 2,8925.89211/06/2018 604,275.00 3.516 3.565567,368.90 State of Oregon2003 MUN 300,000.0068608USE7 08/01/2025 2,2232.87712/21/2018 307,422.00 3.156 3.200294,719.16 State of Oregon2015 MUN 445,000.0068607LXQ5 06/01/2027 2,8925.89201/16/2019 537,804.75 3.537 3.587514,583.39 Pasadena CA Public Finance Aut1985 MUN 665,000.00702274CP4 12/01/2023 1,6143.43812/06/2018 700,790.30 3.205 3.250670,054.07 Palo Alto Unified School Dist.1192 MUN 2,000,000.00697379UE3 08/01/2021 7622.44105/10/2013 2,021,320.00 2.031 2.0602,014,523.81 Palo Alto Unified School Dist.1193 MUN 1,800,000.00697379UE3 08/01/2021 7622.44105/13/2013 1,819,188.00 2.031 2.0601,813,070.99 Palo Alto Unified School Dist.1195 MUN 1,990,000.00697379UE3 08/01/2021 7622.44105/15/2013 2,011,213.40 2.051 2.0802,003,682.93 Palo Alto Unified School Dist.1437 MUN 200,000.00697379UE3 08/01/2021 7622.44101/27/2015 202,132.00 2.041 2.070201,438.57 Palo Alto Unified School Dist.1610 MUN 1,000,000.00697379UE3 08/01/2021 7622.44105/12/2016 1,010,660.00 1.528 1.5501,017,758.12 Palo Alto Unified School Dist.1684 MUN 600,000.00697379UD5 08/01/2020 3972.29109/02/2016 601,950.00 1.290 1.308606,207.89 Palo Alto Unified School Dist.1880 MUN 1,025,000.00697379UD5 08/01/2020 3972.29112/20/2017 1,028,331.25 1.923 1.9501,028,666.15 Rancho Water Dist. Fin. Auth.1992 MUN 430,000.00752111KB9 08/01/2026 2,5882.48911/30/2018 428,714.30 3.318 3.365406,644.27 County of Santa Clara1897 MUN 1,340,000.00801546PH9 08/01/2023 1,4922.50001/11/2018 1,364,093.20 2.436 2.4701,341,516.75 County of Santa Clara1899 MUN 1,460,000.00801546PJ5 08/01/2024 1,8582.68001/12/2018 1,502,748.80 2.643 2.6801,460,000.00 Santa Clara Vly Transportation1964 MUN 1,400,000.0080168NEL9 04/01/2021 6404.64910/29/2018 1,461,432.00 3.008 3.0501,437,464.77 Santa Cruz County Capital Fin.1906 MUN 465,000.0080181PCT2 06/01/2024 1,7972.50001/25/2018 470,589.30 2.968 3.010454,450.85 Santa Cruz County Capital Fin.1907 MUN 465,000.0080181PCU9 06/01/2025 2,1622.75001/25/2018 474,713.85 3.008 3.050457,644.62 Santa Cruz County Capital Fin.1908 MUN 470,000.0080181PCV7 06/01/2026 2,5273.00001/25/2018 485,542.90 3.107 3.150465,729.14 Santa Cruz County Capital Fin.1909 MUN 280,000.0080181PCW5 06/01/2027 2,8923.00001/25/2018 288,240.40 3.205 3.250275,246.61 City & County of San Francisco1441 MUN 360,000.00797646NL6 06/15/2022 1,0804.95002/09/2015 388,116.00 2.416 2.450384,202.74 City & County of San Francisco1509 MUN 1,000,000.00797646NC6 06/15/2025 2,1765.45011/27/2015 1,174,200.00 3.067 3.1101,119,759.67 City & County of San Francisco1711 MUN 2,105,000.00797646T48 06/15/2025 2,1762.29011/01/2016 2,118,556.20 2.219 2.2492,109,507.30 City & County of San Francisco1712 MUN 245,000.00797646T55 06/15/2026 2,5412.39011/01/2016 246,594.95 2.376 2.410244,693.61 City & County of San Francisco1839 MUN 230,000.00797646T48 06/15/2025 2,1762.29007/14/2017 231,481.20 2.682 2.720224,729.79 City & County of San Francisco2014 MUN 1,420,000.00797646ND4 06/15/2026 2,5415.60001/16/2019 1,708,501.40 3.304 3.3501,615,289.30 San Francisco Cmnty Facs Dist1937 MUN 680,000.0079772EBC2 09/01/2027 2,9843.25003/02/2018 708,356.00 3.451 3.499668,304.78 SF Bay Area Rapid Transit Dist1938 MUN 2,100,000.00797669XU7 07/01/2021 7312.38703/07/2018 2,112,075.00 2.494 2.5282,094,300.37 SF Bay Area Rapid Transit Dist1939 MUN 1,500,000.00797669XU7 07/01/2021 7312.38703/07/2018 1,508,625.00 2.497 2.5311,495,838.37 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 19 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Municipal Bonds SF Bay Area Rapid Transit Dist2018 MUN 875,000.00797669XU7 07/01/2021 7312.38701/17/2019 880,031.25 2.544 2.579871,737.63 SF Bay Area Rapid Transit Dist2029 MUN 200,000.00797669XW3 07/01/2023 1,4612.62102/25/2019 203,548.00 2.672 2.710199,328.74 San Jose Evergreen Cmnty Colll1966 MUN 315,000.00798189PK6 09/01/2027 2,9843.72810/29/2018 338,344.65 3.676 3.727315,000.00 San Jose Unified School Dist.1435 MUN 580,000.00798186C83 08/01/2023 1,4922.50001/29/2015 585,655.00 2.663 2.700575,792.69 Santa Monica Cmnty College Dis2025 MUN 215,000.00802385QW7 08/01/2022 1,1272.90802/19/2019 220,289.00 2.714 2.752215,989.57 San Mateo Union High School Dt1516 MUN 245,000.00799017KT4 09/01/2019 622.19301/08/2016 244,928.95 1.775 1.800245,154.50 San Mateo Union High School Dt1518 MUN 180,000.00799017KV9 09/01/2021 7932.72001/19/2016 182,728.80 2.046 2.075182,361.53 San Mateo Union High School Dt1902 MUN 1,000,000.00799017UW6 09/01/2025 2,2542.69901/16/2018 1,028,950.00 2.786 2.825993,036.72 San Mateo Union High School Dt1940 MUN 1,000,000.00799017UW6 09/01/2025 2,2542.69903/09/2018 1,028,950.00 2.959 3.000983,473.70 South Pasadena Unified School1914 MUN 180,000.00839278JM1 08/01/2027 2,9533.00002/15/2018 185,164.20 3.057 3.100178,744.25 State of Tennessee1673 MUN 1,000,000.00880541XY8 08/01/2026 2,5882.11608/25/2016 983,830.00 1.923 1.9501,010,632.13 State of Tennessee1674 MUN 1,650,000.00880541XX0 08/01/2025 2,2232.06608/25/2016 1,635,711.00 1.893 1.9201,663,399.31 State of Tennessee1676 MUN 700,000.00880541XX0 08/01/2025 2,2232.06608/25/2016 693,938.00 1.893 1.920705,684.56 State of Tennessee2001 MUN 205,000.00880541QU4 08/01/2024 1,8583.72812/20/2018 220,899.80 2.860 2.900212,903.95 State of Texas1482 MUN 920,000.00882723PP8 10/01/2021 8232.58910/14/2015 932,962.80 1.864 1.890933,619.77 State of Texas1586 MUN 1,000,000.00882722KA8 10/01/2023 1,5535.64304/19/2016 1,008,360.00 3.339 3.3851,084,150.00 State of Texas1592 MUN 235,000.00882722JZ5 10/01/2022 1,1885.50304/21/2016 236,884.70 3.047 3.090251,591.81 State of Texas1621 MUN 500,000.00882723A41 10/01/2020 4581.77706/07/2016 498,170.00 1.450 1.470501,850.39 State of Texas1625 MUN 485,000.00882722KC4 10/01/2025 2,2845.91306/09/2016 489,374.70 3.831 3.885536,147.46 State of Texas1708 MUN 110,000.00882722VJ7 04/01/2022 1,0053.67310/19/2016 114,735.50 1.825 1.850115,221.87 State of Texas1855 MUN 250,000.00882723EN5 08/01/2025 2,2233.83209/22/2017 262,320.00 2.747 2.785264,195.52 State of Texas2013 MUN 1,000,000.00882722VH1 04/01/2021 6403.52301/11/2019 1,025,880.00 3.503 3.5521,012,497.62 University of California1340 MUN 1,875,000.0091412GSB2 07/01/2019 01.79607/14/2014 1,875,000.00 2.007 2.0351,875,000.00 University of California1356 MUN 425,000.0091412GGU3 05/15/2020 3193.34807/31/2014 429,760.00 2.281 2.313428,569.98 University of California1383 MUN 955,000.0091412GSB2 07/01/2019 01.79608/27/2014 955,000.00 1.972 2.000955,000.00 University of California1414 MUN 750,000.0091412GSB2 07/01/2019 01.79611/28/2014 750,000.00 1.923 1.950750,000.00 University of California1420 MUN 1,500,000.0091412GSB2 07/01/2019 01.79612/12/2014 1,500,000.00 1.943 1.9701,500,000.00 University of California1481 MUN 260,000.0091412GQB4 05/15/2020 3191.99510/08/2015 259,898.60 1.824 1.850260,313.36 State of Utah1622 MUN 750,000.00917542QT2 07/01/2020 3663.28906/07/2016 758,820.00 1.430 1.450763,345.08 State of Utah1731 MUN 770,000.00917542QR6 07/01/2024 1,8274.55401/04/2017 818,794.90 2.904 2.944825,229.30 State of Utah1990 MUN 1,000,000.00917542QU9 07/01/2021 7313.36911/29/2018 1,022,500.00 2.959 3.0001,007,030.04 State of Vermont1456 MUN 2,000,000.00924258TT3 08/15/2023 1,5064.25008/06/2015 2,005,280.00 3.275 3.3202,066,756.88 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a June 30, 2019 Par Value Days ToMaturityMaturityDateCurrentRateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 20 CUSIP Investment #Issuer PurchaseDate Book Value YTM360 YTM365 Municipal Bonds State of Washington1672 MUN 250,000.0093974DHW1 08/01/2022 1,1272.74008/08/2016 256,032.50 1.504 1.524258,925.95 State of Washington1721 MUN 515,000.0093974CPH7 08/01/2022 1,1274.63612/05/2016 556,493.55 2.465 2.500546,437.94 State of Washington1778 MUN 1,500,000.0093974CPG9 08/01/2021 7624.58604/12/2017 1,580,655.00 2.081 2.1101,573,571.66 State of Washington1802 MUN 485,000.0093974CRC6 08/01/2024 1,8584.66905/23/2017 543,748.05 2.416 2.450534,868.10 State of Wisconsin2000 MUN 500,000.0097705LA49 05/01/2022 1,0353.80012/19/2018 518,210.00 3.076 3.119509,072.28 West Valley-Mission Community1479 MUN 250,000.0095640HBT4 08/01/2024 1,8586.09010/01/2015 250,740.00 4.030 4.086271,178.80 Subtotal and Average 108,655,099.03 105,860,000.00 110,339,860.10 2.597 2.633 1,471 Supranationals (World Bank) Bonds Inter-American Dev. Bank1978 IADB 1,500,000.004581X0CZ9 09/14/2022 1,1711.75011/09/2018 1,497,780.00 3.106 3.1501,437,103.64 Intl Bk Recon & Development1976 IBRD 1,500,000.00459056LD7 01/19/2023 1,2987.62511/08/2018 1,796,505.00 3.111 3.1551,721,221.85 Intl Bk Recon & Development1982 IBRD 1,000,000.00459058GL1 09/27/2023 1,5493.00011/27/2018 1,048,140.00 3.018 3.060997,630.25 Intl Bk Recon & Development1983 IBRD 1,000,000.0045905U6K5 11/15/2023 1,5983.00011/27/2018 1,004,490.00 3.404 3.4511,000,000.00 Intl Bk Recon & Development1998 IBRD 1,000,000.0045905UZT4 11/22/2021 8751.75012/12/2018 995,860.00 2.850 2.890974,031.92 Intl Bk Recon & Development2028 IBRD 1,500,000.0045905U2D5 02/15/2024 1,6902.50002/28/2019 1,503,165.00 2.990 3.0311,500,000.00 Intl Bk Recon & Development2031 IBRD 2,000,000.0045905U2L7 03/15/2024 1,7192.50003/22/2019 2,009,140.00 3.261 3.3062,000,000.00 Intl Bk Recon & Development2039 IBRD 1,000,000.0045905U2W3 04/15/2024 1,7502.40004/30/2019 1,003,940.00 3.042 3.0841,000,000.00 Intl Bk Recon & Development2041 IBRD 1,000,000.0045905UZT4 11/22/2021 8751.75004/22/2019 995,860.00 2.416 2.450983,863.19 Intl Bk Recon & Development2045 IBRD 1,500,000.00459058GS6 05/15/2024 1,7802.88005/15/2019 1,535,490.00 2.840 2.8801,500,000.00 International Finance Corp.1988 IFC 1,500,000.0045950VMW3 12/15/2023 1,6283.00012/06/2018 1,500,960.00 3.328 3.3741,500,000.00 International Finance Corp.2012 IFC 2,000,000.0045950VMY9 01/15/2024 1,6592.50001/23/2019 2,001,360.00 3.103 3.1472,000,000.00 International Finance Corp.2023 IFC 1,500,000.0045950VNC6 02/15/2024 1,6902.62502/15/2019 1,501,605.00 3.054 3.0971,500,000.00 Subtotal and Average 18,113,850.85 18,000,000.00 18,394,295.00 3.063 3.106 1,516 Total Investments and Average 542,078,006.10 536,956,359.08 545,060,746.22 2.348 2.381 1,260 Portfolio CPA AP Run Date: 07/10/2019 - 13:33 FI (PRF_FI) 7.1.1 Report Ver. 7.3.3a 1 General Investment Guidelines: a) The max. stated final maturity of individual securities in the portfolio should be 10 years.Full Compliance b) A max. of 30 percent of the par value of the portfolio shall be invested in securities with maturities beyond 5 years.27.4% 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 is $65 million $45.8 million - Fidelity Investments $3.1 million e) Should market value of the portfolio fall below 95 percent of the book value, report this fact within a reasonable time to the City Council and evaluate if there are risk of holding securities to maturity.100.55% 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.23.88% 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.19.72% 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. $128.3 million 2.51% Attachment C Investment Policy Compliance As of June 30, 2019 Investment Policy Requirements Compliance Check / Actual Attachment C Investment Policy Compliance As of June 30, 2019 Investment Policy Requirements Compliance Check / Actual 7 Commercial Paper:Full Compliance a) No more than 15 percent of the par value of the portfolio.None Held b) Having highest letter or numerical rating from a nationally recognized rating service. c) Not to exceed 270 days maturity. d) No more than $3 million or 10 percent of the outstanding commercial paper of any one institution, whichever is lesser. 8 Short-Term Repurchase Agreement (REPO):Full Compliance a) Not to exceed 1 year.None Held b) Market value of securities that underlay a repurchase agreement shall be valued at 102 percent or greater of the funds borrowed against those securities. 9 Money Market Deposit Accounts Full Compliance a) Liquid bank accounts which seek to maintain a net asset value of $1.00. 10 Mutual Funds:Full Compliance a) No more than 20 percent of the par value of the portfolio.None Held b) No more than 10 percent of the par value with any one institution. 11 Negotiable Certificates of Deposit (NCD):Full Compliance a) No more than 20 percent of the par value of the portfolio.8.72% 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.3.67% 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 3.35% 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