HomeMy WebLinkAbout2020-12-14 City Council Agenda PacketCity Council
1
MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA
PACKET ARE AVAILABLE FOR PUBLIC INSPECTION ON THE CITY’S AGENDA/REPORTS WEBPAGE.
Monday, December 14, 2020
Regular Meeting
6:00 PM
****BY VIRTUAL TELECONFERENCE ONLY***
CLICK HERE TO JOIN Meeting ID: 362 027 238 Phone:1(669)900-6833
Pursuant to the provisions of California Governor’s Executive Order N-29-20,
issued on March 17, 2020, to prevent the spread of Covid-19, this meeting
will be held by virtual teleconference only, with no physical location. The
meeting will be broadcast on Cable TV Channel 26, live on YouTube at
https://www.youtube.com/c/cityofpaloalto, and Midpen Media Center at
https://midpenmedia.org. Members of the public who wish to participate by
computer or phone can find the instructions at the end of this agenda. To
ensure participation in a particular item, we suggest calling in or connecting
online 15 minutes before the item you wish to speak on.
TIME ESTIMATES
Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times are estimates only and are subject to change at any time, including while the meeting is in progress.
The Council reserves the right to use more or less time on any item, to change the order of items and/or to
continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.
HEARINGS REQUIRED BY LAW Applicants and/or appellants may have up to ten minutes at the outset of the public discussion to make their
remarks and up to three minutes for concluding remarks after other members of the public have spoken.
Call to Order
Closed Session 6:00-7:00 PM
Public Comments: Members of the public may speak to the Closed Session item(s); three minutes per speaker.
1.CONFERENCE WITH CITY ATTORNEY- EXISTING LITIGATION
Santa Clara County Superior Court, Case No. 16CV300760
(One Case, as Defendant) Miriam Green v. City of Palo Alto
Authority: Government Code Section 54956.9(d)(1)
Special Orders of the Day 7:00-7:30 PM
2.Appointment of Candidates for the Architectural Review Board, Historic
Resources Board, Parks and Recreation Commission, and the Planning
and Transportation Commission
MEMO
Interviews
Public Comment
2 December 14, 2020
MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA
PACKET ARE AVAILABLE FOR PUBLIC INSPECTION ON THE CITY’S AGENDA/REPORTS WEBPAGE.
Agenda Changes, Additions and Deletions
Oral Communications 7:30-7:45 PM
Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of
Oral Communications period to 30 minutes.
Minutes Approval 7:45-7:50 PM
3.Approval of Action Minutes for the November 30 and December
7, 2020 City Council Meetings
Consent Calendar 7:50-7:55 PM
Items will be voted on in one motion unless removed from the calendar by three Council Members.
4.QUASI-JUDICIAL. 4115 El Camino Real: Request for Final Map to
Divide an Existing 15,453 Square Foot Parcel Into Condominiums for a
Mixed-use Project, Including Seven Residential Units, Four Commercial
Condominiums, and a Public Access Easement. Environmental
Assessment: Exempt. Zoning District: CN (Commercial Neighborhood)
5.Approval of a Lease Agreement Between KG-Bryant, LLC and the City
of Palo Alto for the Premises Located at 526 Bryant Street for a
24-month Term, at a Starting Base Rent of $5,293 per Month and
Increasing 3 Percent in Year Two
6.Adoption of a Resolution Declaring Weeds to be a Public Nuisance and
Setting January 11, 2021 for a Public Hearing for Objections to the
Proposed Weed Abatement
7.Approval of Amendment Number 4 to Contract Number S16161922
With Advanced Control Systems, Inc. for: 1) Maintenance and Support
of the City's Supervisory Control and Data Acquisition (SCADA)
System; 2) to Extend the Contract for Five Additional Years (for a
Ten-year Term); and 3) to Increase Compensation by $372,064,
Which Includes a 10 Percent Contingency for Additional Services, for a
new Total Not-to-Exceed Amount of $672,794
8.Approval of a Cooperative Agreement With Stakeholder Cities
(including Palo Alto) and AC Transit and a Memorandum of
Understanding With AC Transit, MTC and Other Partnering Agencies for
the Dumbarton Express Corridor Transit Signal Priority Project
9.Adoption of a Resolution Declaring the Results of the Consolidated
Municipal Election Held on November 3, 2020
MEMO
Public
Comment
3 December 14, 2020
MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA
PACKET ARE AVAILABLE FOR PUBLIC INSPECTION ON THE CITY’S AGENDA/REPORTS WEBPAGE.
10.Approval of Contract Number C21179976 With TruePoint Solutions,
LLC in the Amount of $901,683 for Scripting, Reporting, and Other
Technical Support of Services Related to the Construction Permitting
System (Accela) Through December 31, 2024
11.Adoption of a Resolution Amending and Restating Resolution Number
9911 to Extend the Temporary Street Closures of California Avenue,
University Avenue, and Adjacent Downtown Blocks to May 31, 2021
City Manager Comments 7:55-8:05 PM
Action Items
Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials,
Unfinished Business and Council Matters.
8:05-9:00 PM
12.Adoption of a Temporary Ordinance Amending Title 18 (Zoning) of the
Palo Alto Municipal Code to Broaden Permissible Uses and Raise
Thresholds for Conditional Use Permits for Some Land Uses
Throughout the City. Environmental Review: California Environmental
Quality Act (CEQA) Exemption 15061(b)(3)
9:00-10:00 PM
13.Finance Committee Recommends the City Council Direct Staff to
Complete the Following in Regards to the ROTH Building, 300 Homer
Avenue: 1) Identify Funding for a "Cold Shell"; 2) Return to Council
With Additional Funding and a Lease or Lease Option; and 3) Work
With the Palo Alto Museum Regarding Lease Terms
10:00-10:30 PM
14.Colleagues' Memo on Safe Storage of Firearms
Council Member Questions, Comments and Announcements
Members of the public may not speak to the item(s)
Adjournment
AMERICANS WITH DISABILITY ACT (ADA)
Persons with disabilities who require auxiliary aids or services in using City facilities, services or programs or who would like information on the City’s compliance with the Americans with Disabilities Act (ADA) of 1990, may
contact (650) 329-2550 (Voice) 24 hours in advance.
Public Comment
Public
Comment
Presentation
Presentation
4 December 14, 2020
MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA
PACKET ARE AVAILABLE FOR PUBLIC INSPECTION ON THE CITY’S AGENDA/REPORTS WEBPAGE.
Additional Information
Informational Report
Significant Gifts to the City, Fiscal Year 2020
Annual Status Report on the Development Impact Fees Schedule
Property Leases Entered Into by the City Manager Under Palo Alto Municipal
Code Section 2.30.310(h), and Reported per Section Code 2.30.710 for
Fiscal Year 2020
Safe Routes to School Annual Informational Report
COVID-19 Emergency Operations Center After-action Review, March 16-
June 30, 2020
Boards and Commissions Term End Dates for 2021 (Maddy Act)
Standing Committee Meetings
December 15, 2020
December 17, 2020
Sp. Finance Committee Meeting
Sp. City School Meeting
Schedule of Meetings
Schedule of Meetings
Public Letters to Council
Set 1
MEMO
5 December 14, 2020
MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA
PACKET ARE AVAILABLE FOR PUBLIC INSPECTION ON THE CITY’S AGENDA/REPORTS WEBPAGE.
Public Comment Instructions
Members of the Public may provide public comments to teleconference
meetings via email, teleconference, or by phone.
1.Written public comments may be submitted by email to
city.council@cityofpaloalto.org.
2.Spoken public comments using a computer will be accepted
through the teleconference meeting. To address the Council, click on
the link below to access a Zoom-based meeting. Please read the
following instructions carefully.
A.You may download the Zoom client or connect to the meeting in-
browser. If using your browser, make sure you are using a
current, up-to-date browser: Chrome 30+, Firefox 27+,
Microsoft Edge 12+, Safari 7+. Certain functionality may be
disabled in older browsers including Internet Explorer.
B.You may be asked to enter an email address and name. We
request that you identify yourself by name as this will be visible
online and will be used to notify you that it is your turn to speak.
C.When you wish to speak on an Agenda Item, click on “raise
hand.” The Clerk will activate and unmute speakers in turn.
Speakers will be notified shortly before they are called to speak.
D.When called, please limit your remarks to the time limit allotted.
E.A timer will be shown on the computer to help keep track of your
comments.
3.Spoken public comments using a smart phone will be accepted
through the teleconference meeting. To address the Council, download
the Zoom application onto your phone from the Apple App Store or
Google Play Store and enter the Meeting ID below. Please follow the
instructions B-E above.
4.Spoken public comments using a phone use the telephone number
listed below. When you wish to speak on an agenda item hit *9 on
your phone so we know that you wish to speak. You will be asked to
provide your first and last name before addressing the Council. You
will be advised how long you have to speak. When called please limit
your remarks to the agenda item and time limit allotted.
CLICK HERE TO JOIN Meeting ID: 362 027 238 Phone:1(669)900-6833
CITY OF PALO ALTO OFFICE OF THE CITY CLERK
December 14, 2020
The Honorable City Council
Palo Alto, California
Appointment of Candidates for the Architectural Review Board,
Historic Resources Board, Parks and Recreation Commission, and the
Planning and Transportation Commission
Recommendation Staff recommends City Council vote to appoint candidates to the following positions: Architectural Review Board (ARB) Two (2) positions with three-year terms ending December 15, 2023 Historic Resources Board (HRB) Four (4) positions with three-year terms ending December 15, 2023 Parks and Recreation Commission (PARC) One (1) position with a partial term ending December 15, 2022 Planning and Transportation Commission (PTC) Two (2) positions with four-year terms ending December 15, 2024
Discussion On November 12, 2020 the City Council interviewed applicants for the ARB and PARC. On December 9, 2020 the City Council interviewed applicants for the HRB and PTC. On November 30, 2020 the City Council directed Staff to extend the recruitment for the HRB due to the lack of applications. It is anticipated that additional interviews and
appointments for the HRB will occur in January 2021. Copies of all applications are available online HERE. Architectural Review Board Vote to appoint two candidates to the ARB with three-year terms ending December 15, 2023. The first two candidates to receive at least four votes (required) will be appointed. 1. Grace Lee (Incumbent) 2. Osma Thompson (Incumbent) Historic Resources Board Vote to appoint four candidates to the HRB with three-year terms ending December 15, 2023. The first four candidates to receive at least four votes (required) will be appointed.
1. Martin Bernstein (Incumbent)
Page 2
2. Michael Makinen (Incumbent)
3. Margaret Wimmer (Incumbent)
Parks and Recreation Commission Vote to appoint one candidate to the PARC with a partial term ending December 15, 2022. The first candidate to receive at least four votes (required) will be appointed. 1. Amanda Brown 2. Geoffrey Nicholls 3. Andie Reed 4. Curtis Smolar 5. Brent Yamashita Planning and Transportation Commission Vote to appoint two candidates to the PTC with four-year terms ending December 15, 2024. The first two candidates to receive at least four votes (required) will be appointed.
1. Kelsey Banes
2. Doug Burns
3. Alon Carmeli
4. Rebecca Eisenberg
5. Kathy Jordan
6. Ed Lauing (Incumbent)
7. Kevin Ma
8. Jessica Resmini
9. Doria Summa (Incumbent)
Department Head: Beth Minor, City Clerk
1 of 2
TO: HONORABLE COUNCIL MEMBERS
FROM: BETH MINOR, CITY CLERK
DATE: DECEMBER 14, 2020 CITY COUNCIL MEETING
SUBJECT: AGENDA ITEM NUMBER 2- Appointment of Candidates for the Architectural
Review Board (ARB), Historic Resources Board (HRB), Parks and Recreation
Commission (PARC), and the Planning and Transportation Commission (PTC)
On November 12, 2020 the City Council interviewed applicants for the ARB and PARC. On
November 30, 2020 the City Council directed Staff to proceed with interviews of all applicants
for the positions on HRB and PTC and extend the recruitment for the HRB due to the lack of
applications. Interviews for positions on the HRB and PTC were scheduled for December 9,
2020, however, a quorum of 4 Council Members could not be obtained and the interviews were
cancelled.
Staff is now seeking guidance from the Council on how they wish to proceed.
For candidates on the ARB and PARC that have already been interviewed, the Council could:
A. Appoint 2 candidates with three-year terms ending December 15, 2023 to the
ARB, and 1 candidate to the PARC with a partial term ending December 15, 2022;
or
B. Decide not to appoint those positions until the beginning of 2021;
For the HRB candidates who have not been interviewed the Council could:
C. Appoint the 3 candidates that have applied to three positions on the HRB, without
interviewing, for three-year terms ending December 15, 2023 and continue the
recruitment for the fourth position;
or
D. Wait until the extended recruitment has been completed, then interview and appoint all
candidates to the four positions in late January to early February 2021.
2
2 of 2
For the PTC candidates who have not been interviewed the Council could:
E. Appoint 2 candidates to the PTC out of the applicants who have applied, without
interviewing, for four-year terms ending December 15, 2024;
or
F. Wait and hold the interviews and appointments in late January to early February 2021.
_______________________
Beth Minor
City Clerk
BDM
CITY OF PALO ALTO OFFICE OF THE CITY CLERK
December 14, 2020
The Honorable City Council
Attention: Finance Committee
Palo Alto, California
Approval of Action Minutes for the November 30 and December 07,
2020 City Council Meetings
Staff is requesting Council review and approve the attached Action Minutes.
ATTACHMENTS:
• Attachment A: 11-30-20 DRAFT Action Minutes (DOCX)
• Attachment B: 12-07-20 DRAFT Action Minutes (PDF)
Department Head: Beth Minor, City Clerk
Page 2
CITY OF PALO ALTO CITY COUNCIL
DRAFT ACTION MINUTES
Page 1 of 5
Special Meeting
November 30, 2020
The City Council of the City of Palo Alto met on this date in Virtual
Teleconference at 6:01 P.M.
Participating Remotely: Cormack, DuBois, Filseth, Fine, Kniss, Kou, Tanaka
Absent:
Study Session
1. Study Session on Community and Economic Recovery.
Council took a break at 8:15 P.M. and returned at 8:25 P.M.
NO ACTION TAKEN
Special Orders of the Day
2. Selection of Applicants to Interview for the Historic Resources
Board and the Planning and Transportation Commission.
MOTION: Council Member Kou moved, seconded by Council Member Filseth
to direct Staff to schedule interviews for the Planning and Transportation
Commission (PTC) and Historic Resources Board (HRB) for a date in January
2021; and extend the application period for the HRB.
SUBSTITUTE MOTION: Mayor Fine moved, seconded by Council Member
Kniss to interview all current applicants for the HRB and PTC and extend the
recruitment for the Historic Resources Board.
SUBSTITUTE MOTION PASSED: 4-3 DuBois, Filseth, Kou no
Agenda Changes, Additions and Deletions
None.
DRAFT ACTION MINUTES
Page 2 of 5
City Council Meeting
Draft Action Minutes: 11/30/2020
Minutes Approval
3. Approval of Action Minutes for the November 09, 2020 City Council
Meeting.
MOTION: Council Member Kniss moved, seconded by Vice Mayor DuBois to
approve the Action Minutes for the November 09, 2020 City Council Meeting.
MOTION PASSED: 7-0
Consent Calendar
MOTION: Vice Mayor Fine moved, seconded by Council Member DuBois,
third by Council Member Kniss to pull Agenda Item 9A “…Letter Expressing
Concerns and Objection to the Valley Transportation Authority (VTA)…” to
hear it at the end of tonight’s meeting, to become Agenda Item Number
11A. the Regular Agenda as new Agenda Item Number 11A.
Council Member Kou and Vice Mayor DuBois registered no votes on Agenda
Item Number 5.
MOTION: Mayor Fine moved, seconded by Vice Mayor DuBois, third by
Council Member Kniss to pull Agenda Item Number 4, “Approval of a Three-
year Contract With Downtown Streets, Inc…” to a date uncertain.
MOTION: Mayor Fine moved, seconded by Council Member Cormack to
approve Agenda Item Numbers 5-9.
4. Approval of a Three-year Contract With Downtown Streets, Inc. for a
Total Amount Not-to-Exceed $323,244 for Maintenance Services for
the City's Five Downtown Parking Garages, Downtown Sidewalks and
Alleys; and Provide Outreach Case Management Services to the
Downtown Core With the Intent of Linking Homeless Individuals to
Community and Housing Services.
5. Approval of a Funding Agreement With the Palo Alto Transportation
Management Association (TMA) to Provide $350,000 in Fiscal Year (FY)
2021; and Authorize the City Manager to Execute Amendments to
Determine Funding Subject to Council Appropriation in FY 2022 and
FY 2023 to Reduce Single-occupancy Vehicle Trips to Palo Alto.
6. Adoption of the Amended Community Development Block Grant
(CDBG) Citizen Participation Plan.
7. Adoption of a Pension Funding Policy.
DRAFT ACTION MINUTES
Page 3 of 5
City Council Meeting
Draft Action Minutes: 11/30/2020
8. Adoption of a Resolution 9927 Entitled “Resolution of the Council of the
City of Palo Alto Vacating a Public Utility Easement at 1201 Parkinson
Avenue.”
9. Approval of the Tri-cities Consortium Records Management System
Software Agreement With Sun Ridge Systems Inc. for $621,248, and a
Term Ending Five Years From the Date of Project Implementation to
Establish a New Records Management System for the Police
Departments of Palo Alto, Mountain View, and Los Altos.
9A. City Council Endorsement of the Letter Expressing Concerns and
Objection to the Valley Transportation Authority (VTA) Measure B
Funding Proposal.
MOTION PASSED FOR AGENDA ITEM NUMBER 5: 5-2 DuBois, Kou no
MOTION PASSED FOR AGENDA ITEM NUMBERS 6-9: 7-0
Action Items
10. Consideration of Follow-up Recommendations by the City Council Ad
Hoc Committee on Boards, Commissions and Committees (BCCs),
Including Adopting a Handbook and BCC Applications.
MOTION: Vice Mayor moved, seconded by Council Member Cormack to:
A. Adopt the City of Palo Alto Boards, Commissions, and Committees
Handbook;
B. Use the Architectural Review Board Application as a template for all
Boards and Commission Applications;
C. Direct Staff to take the steps necessary to implement these changes;
D. Update Human Relations Commission (HRC) description to include
HSRAP and Emerging Needs Study; and
E. Modify term limits to three terms for positions on the Historic
Resources Board and Architectural Review Board, and two terms for all
other BCCs.
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to keep the membership of the Human Relations
Commission to seven members.
DRAFT ACTION MINUTES
Page 4 of 5
City Council Meeting
Draft Action Minutes: 11/30/2020
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to apply term limits to currently serving BCC
members who would be eligible to apply for an additional term.
AMENDMENT: Council Member Kniss moved, seconded by Mayor Fine that
the removal of a BCC member would require five votes by the City Council.
AMENDMENT FAILED: 3-4 Fine, Kniss, Tanaka yes
AMENDMENT: Council Member Kou moved, seconded by Council Member
Tanaka to require staff reports be provided to the BCCs seven days in
advance of each meeting.
AMENDMENT PASSED: 4-3 Cormack, Filseth, Fine no
MOTION AS AMENDED: Vice Mayor moved, seconded by Council Member
Cormack to:
A. Adopt the City of Palo Alto Boards, Commissions, and Committees
Handbook; and
B. Use the Architectural Review Board Application as a template for all
Boards and Commission Applications;
C. Direct Staff to take the steps necessary to implement these changes;
D. Update Human Relations Commission (HRC) description to include
HSRAP and Emerging Needs Study;
E. Modify term limits to three terms for positions on the Historic
Resources Board and Architectural Review Board, and two terms for all
other BCCs;
F. Keep members;
G. Apply term limits to currently serving BCC members who would be
eligible to apply for an additional term;
H. To require staff reports be provided to the BCCs seven days in advance
of each meeting.
MOTION SPLIT FOR THE PURPOSE OF VOTING
MOTION FOR PARTS A-E, G, and H PASSED: 7-0
MOTION FOR PART F FAILED 3-4: Kniss, Kou, Tanaka yes
DRAFT ACTION MINUTES
Page 5 of 5
City Council Meeting
Draft Action Minutes: 11/30/2020
Council took a break at 10:16 P.M. and returned at 10:22 P.M.
11. PUBLIC HEARING: Appeal of a Director's Interpretation Made Pursuant
to Palo Alto Municipal Code Section 18.01.025 and Related to Seismic
Rehabilitation. The Project is Exempt From the California
Environmental Quality Act (CEQA) in Accordance With CEQA Guidelines
15061(b)(3).
Public Hearing opened at 10:33 P.M.
Public Hearing closed at 10:55 P.M.
MOTION: Vice Mayor DuBois moved, seconded by Council Member Filseth
to allow the current interpretation for up to one year; and direct Staff to
return to Council with a text amendment to clarify that the Floor Area Ratio
(FAR) bonus is for rehabilitation and, in the case of a Category 1 building, it
would include demolition assuming all other requirements to qualify are met.
SUBSTITUTE MOTION: Mayor Fine moved, seconded by Council Member
Tanaka to deny the appeal upholding the director’s interpretation related to
seismic retrofitting.
SUBSTITUTE MOTION FAILED: 3-4 Fine, Kniss, Tanaka yes
MOTION PASSED: 6-1 Kniss no
Vice Mayor DuBois left the meeting at 11:35 P.M.
11A. (Former Agenda Item Number 9A) City Council Endorsement of the
Letter Expressing Concerns and Resolution 9928 Entitled “Resolution of
the Council of the City of Palo Alto [in] Objection to the Valley
Transportation Authority (VTA) Measure B Funding Proposal
(Previously Agenda Item Number 9A).”
MOTION: Mayor Fine moved, seconded by Council Member Kniss to
endorse the letter submitted by Mayor Fine expressing concern and
opposition to the Valley Transportation Authority’s (VTA’s) proposed cash
flow limiting the availability of Measure B transportation funds; and to adopt
the Resolution opposing the Valley Transportation Authority’s 2016 Measure
B 10-year outlook base scenario.
MOTION PASSED: 6-0 DuBois absent
Adjournment: The meeting was adjourned at 11:49 P.M.
CITY OF PALO ALTO CITY COUNCIL
DRAFT ACTION MINUTES
Page 1 of 5
Special Meeting
December 07, 2020
The City Council of the City of Palo Alto met on this date in Virtual
Teleconference at 5:02 P.M.
Participating Remotely: DuBois, Filseth, Fine; Kniss arrived at 5:15 P.M.,
Kou, Tanaka
Absent: Cormack
Closed Session
1. CONFERENCE WITH LABOR NEGOTIATORS
City Designated Representatives: City Manager and his Designees Pursuant to Merit System Rules and Regulations (Ed Shikada, Rumi
Portillo, Molly Stump, Monique LeConge Ziesenhenne, Nick Raisch, Kiely
Nose, Dean Batchelor)
Employee Organizations: Utilities Management and Professional
Association of Palo Alto (UMPAPA)
Authority: Government Code Section 54957.6(a).
2. CONFERENCE WITH CITY ATTORNEY- EXISTING LITIGATION
Subject: ABG-PACT Owner v. City of Palo Alto et al., Santa Clara County
Superior Court, Case No. 19cv352355, and Local Administrative Appeal
on Citation Nos. BA021320, BA022020, BA022720, BA030520, and
BA031220 College Terrace Centre Grocery – Code Enforcement Matters
Authority: Government Code Section 54956.9 (d)(1).
MOTION: Vice Mayor DuBois moved, seconded by Council Member Filseth to
go into Closed Session.
MOTION PASSED: 5-0 Cormack, Kniss absent
Council went into Closed Session at 5:08 P.M.
Council returned from Closed Session at 6:44 P.M.
Mayor Fine announced no reportable action.
DRAFT ACTION MINUTES
Page 2 of 5
City Council Meeting
Draft Action Minutes: 12/07/2020
Study Session
3. Study Session on Community and Economic Recovery Strategies and
Engagement (Continued From November 30, 2020).
NO ACTION TAKEN
Minutes Approval
4. Approval of Action Minutes for the November 16, 2020 City Council
Meeting.
MOTION: Mayor Fine moved, seconded by Vice Mayor DuBois to approve the
Action Minutes for the November 16, 2020 City Council Meeting.
MOTION PASSED: 6-0 Cormack absent
Consent Calendar
Council Member Kou registered a no vote on Agenda Item Numbers 10 and
12.
Mayor Fine registered a no vote on Agenda Item Number 11.
Council Member Tanaka registered a no vote on Agenda Item Number 11.
MOTION: Mayor Fine moved, seconded by Council Member Kniss to approve
Agenda Item Numbers 5-12.
5. Approval of a Contract With Canopy for $225,510 for a One-year Term
to Support Palo Alto's Urban Forestry Programs; Assist With
Implementation of Programs Within the Urban Forest Master Plan; Help
Improve the Tree Canopy in South Palo Alto; and Educate the Public
About Trees.
6. Approval of Amendment Number 1 to Contract Number C19171565 With
Brown and Caldwell for Professional Design Services for the Secondary
Treatment Process Upgrade Capital Improvement Project (WQ-19001)
at the Regional Water Quality Control Plant; to add Services and Increase Compensation by $1,500,745 for a new Maximum
Compensation Not-to-Exceed $4,424,101; and to Extend the Contract
Term Through September 30, 2025.
7. Staff and the Utilities Advisory Commission (UAC) Recommend the
Council Adopt a Resolution Amending the City’s Carbon Neutral Gas Plan
DRAFT ACTION MINUTES
Page 3 of 5
City Council Meeting
Draft Action Minutes: 12/07/2020
to Continue to Achieve Carbon Neutrality for the City's Natural Gas
Supply Portfolio.
8. Approval of Contract Number C21175922A With Anderson Pacific
Engineering Construction, Inc. in the Amount of $5,545,000 for Corte
Madera Reservoir Replacement Project (WS-09000); and Authorization
for the City Manager to Negotiate and Execute Related Change Orders
Not-to-Exceed $554,500 for a Total Not-to-Exceed Amount of
$6,099,500.
9. Resolution 9929 Entitled, “Resolution of the Council of the City of Palo
Alto Approving the Updated Renewable Portfolio Standard Procurement
Plan and Enforcement Program.”
10. Approval of Three Five-year Contracts for the Palo Alto Airport With: 1)
Burns & McDonnell in the Amount of $1,000,000 to Provide
Design/Engineering and Grant Administration Services, 2) C&S
Engineers, Inc. in the Amount of $1,500,000 to Provide Planning and
Construction Management Services, and 3) Centurion Planning in the
Amount of $1,000,000 to Provide Environmental Services; and Approval
of a Fiscal Year 2021 Budget Amendment in the Airport Enterprise Fund.
11. PUBLIC HEARING: Adoption of an Ordinance Amending Section
18.52.070 (Parking Regulations for CD Assessment District) to
Temporarily Extend Ineligibility of Certain Uses to Participate in the
University Avenue In-lieu Parking Program for 18 Months.
12. Ordinance 5512 Entitled, “Ordinance of the Council of the City of Palo
Alto Amending Palo Alto Municipal Code (PAMC) Title 18, Chapters
18.04, 18.16, 18.40, and 18.52 to: 1) Expand the Housing Incentive
Program to San Antonio Road; and 2) Amend Definition of Gross Floor Area and Amend Retail Preservation for Housing.” (FIRST READING:
November 16, 2020 PASSED: 4-3 DuBois, Filseth, Kou no).
MOTION PASSED FOR AGENDA ITEM NUMBERS 5-9: 6-0 Cormack absent
MOTION PASSED FOR AGENDA ITEM NUMBERS 10 AND 12: 5-1 Kou no,
Cormack absent
MOTION PASSED FOR AGENDA ITEM NUMBER 11: 4-2 Fine, Tanaka no,
Cormack absent
Council took a break at 8:02 P.M. and returned at 8:12 P.M.
DRAFT ACTION MINUTES
Page 4 of 5
City Council Meeting
Draft Action Minutes: 12/07/2020
Action Items
13. Approval of a Three-year Contract With Downtown Streets, Inc. for a Total Amount Not-to-Exceed $323,244 for Maintenance Services for the
City's Five Downtown Parking Garages, Downtown Sidewalks and Alleys;
and Provide Outreach Case Management Services to the Downtown Core
With the Intent of Linking Homeless Individuals to Community and
Housing Services (Continued From November 30, 2020).
MOTION: Council Member Kniss moved, seconded by Vice Mayor DuBois to
authorize the City Manager or his designee to execute Contract No.
C21179861 with Downtown Streets Team, Inc., to provide cleaning services
and homeless case management services in the Downtown Business District,
for a term of one year and a total amount not to exceed $107,748.
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER, “to direct Staff to work with Downtown Streets
Team, Inc. to supply the City with governance and nature of practice
materials.” (New Part B)
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER, “to direct the City Attorney’s Office to review and
summarize legal documents relating to the ongoing wage and hour lawsuit
with Downtown Streets Team, Inc.” (New Part C)
MOTION AS AMENDED: Council Member Kniss moved, seconded by Vice
Mayor DuBois to:
A. Authorize the City Manager or his designee to execute Contract No.
C21179861 with Downtown Streets Team, Inc., to provide cleaning
services and homeless case management services in the Downtown
Business District, for a term of one year and a total amount not to
exceed $107,748;
B. To direct Staff to work with Downtown Streets Team, Inc. to supply the
City with governance and nature of practice materials; and
C. To direct the City Attorney’s Office to review and summarize legal
documents relating to the ongoing wage and hour lawsuit with
Downtown Streets Team, Inc.
MOTION AS AMENDED PASSED: 6-0 Cormack absent
14. Discussion and Possible Direction to Staff Regarding City Participation in
Enforcement of State and County Health Orders and Seasonal Events.
DRAFT ACTION MINUTES
Page 5 of 5
City Council Meeting
Draft Action Minutes: 12/07/2020
NO ACTION TAKEN
Adjournment: The meeting was adjourned at 10:24 P.M.
City of Palo Alto (ID # 11354)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 12/14/2020
City of Palo Alto Page 1
Summary Title: 4115 El Camino Real: Final Map for 11 Condos
Title: QUASI-JUDICIAL. 4115 El Camino Real: Request for Final Map to Divide
an Existing 15,453 Square Foot Parcel Into Condominiums for a Mixed-use
Project, Including Seven Residential Units, Four Commercial Condominiums,
and a Public Access Easement. Environmental Assessment: Exempt. Zoning
District: CN (Commercial Neighborhood)
From: City Manager
Lead Department: Planning and Development Services
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
2. Find that the final map substantially conforms to the approved tentative map and
approve the 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 Tentative Map application by the Planning and Transportation
Commission (PTC) and City Council. The Final Map reflects the one lot with eleven airspace
condominiums as shown on the Tentative Map Council approved on December 16, 2019.
Background
The Planning and Transportation Commission (PTC) reviewed the Tentative Map in a public
hearing on November 13, 20191 and recommended approval to the City Council. On December
16, 20192, the City Council reviewed the Tentative Map in a public hearing and adopted the
11 Staff Report: https://www.cityofpaloalto.org/civicax/filebank/documents/74016
2 Staff Report: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=53428.21&BlobID=74314
City of Palo Alto Page 2
Record of Land Use Action. The action of the City Council was based on its findings that the
proposed subdivision will have no significant environmental impact and is in conformance with
all state and local laws and regulations, and applicable Comprehensive Plan Elements in effect
at that time.
The related Architectural Review application was recommended for approval by the
Architectural Review Board on December 6, 20183 and the effective approval by the Director of
Planning and Community Environment was on January 7, 2019.
Discussion
The project site is a 0.36-acre site in the Ventura neighborhood on El Camino Real near the
intersection of West Meadow Drive and El Camino Way, formerly Pizz’a Chicago. The Final Map
includes a total of 11 airspace condominiums; seven units are for residential use (including one
below market rate unit) and four units are for commercial use.
The Final Map is the official, legal document to be recorded with the County to allow for
separate ownership of the 11 airspace parcels. The Final Map is prepared under the direction of
a registered civil engineer and is based on a survey. This map also notes easements for utilities
and pedestrian access. The pedestrian access easement will allow residents to easily cross the
property to go back and forth between El Camino Real and El Camino Way. Per the conditions
of approval for the Architectural Review, 17PLN-00280, the pedestrian access easement must
be provided to the City prior to recordation of the Final Map or issuance of a building permit,
whichever is sooner.
As required by the Subdivision Map Act, after review and confirmation by various City
departments, City staff determined the Final Map presented substantially conforms to the
approved tentative map. Approval of a Final Map is ministerial if the Final Map is in substantial
conformance with the approved 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
this 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 Subdivision Improvement Agreement.
On December 16, 2019, the City approved a Tentative Map for the subject property. The
Tentative Subdivision Map will expire on December 16, 2021, unless the City Council takes
action on the Final Map as recommended.
Environmental Review
3 Staff Report: https://www.cityofpaloalto.org/civicax/filebank/documents/68004
City of Palo Alto Page 3
In conformance with the California Environmental Quality Act (CEQA), staff determined the
Final Map is covered under the statutory exemption, Section 15268(b)(3), approval of final
subdivision maps. No further CEQA evaluation is necessary for the request.
Attachments:
Attachment A: Final Map
Attachment A-1
Attachment B: Approved Record of Land Use Action for Tentative Map
Attachment C: Covenants Regarding Below Market Rate Units
Attachment D: Copy of Subdivider's Agreement
Attachment A
Project Plans
During Shelter-in-Place, project plans are only available online.
Directions to review Project plans online:
1. Go to: bit.ly/PApendingprojects
2. Scroll down to find “4115 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=5045
Page 1 of 7
ACTION NO. 2019-11
DRAFT RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR
4115 EL CAMINO REAL: TENTATIVE MAP, 18PLN-00238 (Bill Wu, APPLICANT)
At its meeting on December 16, 2019, the City Council of the City of Palo Alto (“City
Council”) approved the Tentative Map for the development of a one-lot subdivision project making
the following findings, determinations and declarations:
SECTION 1. Background.
A. On July 20, 2018, Naresh Krishnamoorti applied for a Tentative Map and on
March 11, 2019, due to an ownership change, Bill Wu became the applicant of record. The project
includes a Tentative Map for the development of a one parcel condominium subdivision project with
seven residential units and four commercial spaces totaling 7,848 square feet of commercial space
(“Project”).
B. The Project site is comprised of one existing lot (APN No. 132-46-100) of
approximately 0.36-acres zoned CN. The site contains one existing commercial structure.
Commercial land uses are located adjacent to the lot to the north; place of worship to the west;
multi-family to the east and south.
C. Following staff review, the Planning and Transportation Commission reviewed
the Project and recommended approval on November 13, 2019, 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, cultural resources
in the event of discovery, geotechnical for expansive soils, and construction noise. The IS-MND was
made available for public review beginning November 30, 2018 and ended on January 2, 2019 and
approved by the Director of Planning & Development Services on January 7, 2019. The Initial Study
and Negative Declaration are contained as Attachment G in the December 6, 2018, ARB staff report
(ID #9800).
SECTION 3. 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: 48EF8E7F-CB25-4576-BA56-298A4EAEFA07
Page 2 of 7
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:
Goal L-1: A compact and resilient city providing residents and visitors with attractive
neighborhoods, work places, shopping districts, public facilities and open spaces.
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-1.4: Commit to creating an inventory of below market rate housing for purchase
and rental.
Goal L-2. An enhanced sense of “community” with development designed to foster public
life, meet citywide needs and embrace the principles of sustainability.
Policy L-2.2: Enhance connections between commercial and mixed use centers and the
surrounding residential neighborhoods by promoting walkable and bikeable connections
and a diverse range of retail and services that caters to the daily needs of residents.
Policy L-2.6: Create opportunities for new mixed use development consisting of housing
and retail.
Goal B-6: Attractive, vibrant retail centers, each with a mix of uses and a distinctive
character.
Policy B-6.5: Strengthen the commercial viability of businesses along the El Camino Real
corridor by, for example, encouraging the development of well-designed retail,
professional services and housing.
The project includes a mixed-use building with frontage along El Camino Real with at-grade parking
in the rear along El Camino Way and below-grade parking. The project complements the
surrounding development and is consistent with the land-use designations for the property. The
project was reviewed by the ARB previously for design review.
3. That the site is not physically suitable for the type of development:
The site is a through-lot with street frontages in the front and the rear. The project is consistent with
the City’s Performance Standards set forth in Palo Alto Municipal Code (PAMC) 18.23, ensuring
DocuSign Envelope ID: 48EF8E7F-CB25-4576-BA56-298A4EAEFA07
Page 3 of 7
compatibility between commercial and residential uses. Proposed lighting is directed downward to
prevent spillover to adjacent properties. Trash enclosures are located at grade level of the project.
The site circulation facilitates access for all modes of transportation. The project includes short-term
and long-term bike parking. The project will include a pedestrian access breezeway to connect El
Camino Way and El Camino Real.
4. That the site is not physically suitable for the proposed density of
development:
The allowed residential density for the site is up to 20 dwelling units per acre, which
based on the project site acreage amounts to seven dwelling units that would be allowed. 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 Director of Planning &
Development Services on January 7, 2019, 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 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 as reported in the Final IS-
MND approved by the Director of Planning & Development Services on January 7, 2019.
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 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. An access easement will be in effect for pedestrian access between
El Camino Way and El Camino Real.
DocuSign Envelope ID: 48EF8E7F-CB25-4576-BA56-298A4EAEFA07
Page 4 of 7
SECTION 4. Tentative Map Approval Granted.
Vesting Tentative Map Approval is filed and processed in accordance to PAMC Chapter 21.12 and
granted by the City Council under PAMC Chapters 21.12 and 21.20 and the California Government
Code Section 66474, subject to the conditions of approval in Section 6 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 Tentative Map prepared by Lea & Braze Engineering, Inc. titled “Tentative
Map For Condominium Purposes,” consisting of 16 pages, stamped as received January 28, 2019,
except as modified to incorporate the conditions of approval in Section 6. A copy of the Tentative
Map is on file in the Department of Planning Development Services, Current Planning Division. Prior
to the expiration of the Tentative Map approval, the subdivider shall cause the subdivision or any
part thereof to be surveyed, and a Final Map, as specified in PAMC Chapter 21.08, to be prepared
in conformance with the 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
and Community Environment.
2. BELOW MARKET RATE (BMR) HOUSING REQUIREMENT: This project’s total BMR
requirement is 1.05 units. When the BMR requirement results in a fractional unit, an in-lieu
payment to the Residential Housing Fund may be made for the fractional unit instead of
providing an actual BMR unit, except that larger projects of 30 or more units must provide a
whole BMR unit for any fractional unit of one-half (0.50) or larger.
To satisfy this requirement, the applicant shall provide one (1) BMR for-sale housing unit
affordable to households making 80 to 100 percent of the Santa Clara County median income
within the project in accordance with the requirements set forth in Program H3.1.2 of the
City of Palo Alto Comprehensive Plan, Chapter 16.65 of the Palo Alto Municipal Code, and
the BMR Program rules and regulations. The applicant shall also provide in lieu payment as
specified in Section 16.65.060. The fractional in-lieu fee shall be paid prior to issuance of any
building permits for the project; provided, however, that prior to issuance of the first building
DocuSign Envelope ID: 48EF8E7F-CB25-4576-BA56-298A4EAEFA07
Page 5 of 7
permit for the project, the applicant may elect to provide one additional inclusionary unit
instead of paying the fractional in lieu payment.
3. AFFORDABLE HOUSING PLAN AND AGREEMENT. All BMR units constructed under this
condition shall be in conformance with the City’s BMR Program rules and regulations. A BMR
Agreement in a form acceptable to the City Attorney for the 1.05 BMR units shall be executed
and recorded prior to final map approval or building permit issuance, whichever occurs first.
Failure to comply with the timing of this condition and any adopted BMR Program rules and
regulations shall not waive its later enforcement. (PAMC 16.65.090)
The applicant is hereby notified, as required by Government Code § 66020, that the
approved plans, these conditions of approval, and the adopted City fee schedule set forth in
Program H3.1.2 of the City of Palo Alto Comprehensive Plan constitute written notice of the
description of the dedications, reservations, amount of fees and other exactions related to
the project. As of the date of project approval, the 90-day period has begun in which the
applicant may protest any dedications, reservations, fees or other exactions imposed by the
City. Failure to file a protest in compliance with all of the requirements of Government Code
§ 66020 will result in a legal bar to challenging the dedications, reservations, fees or other
exactions.
4. ESTIMATED IMPACT FEE. Development Impact Fees, currently estimated in the amount of
$248,628.62 plus the applicable public art fee, per PAMC 16.61.040, shall be paid prior to
the issuance of the related building permit. This is in addition to the required affordable
housing in-lieu fee, noted above.
5. 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
DocuSign Envelope ID: 48EF8E7F-CB25-4576-BA56-298A4EAEFA07
Page 6 of 7
6. Subdivider shall prepare and submit documents per PAMC 21.16.020 along with the Final
Map.
7. Off-site improvements such as curb and gutter, sidewalk replacement, street tree
replacement and/or new street trees, street lights, utility upgrades or street resurfacing,
striping are typically required with subdivisions. Since the proposed project is a subdivision,
applicant shall be aware that off-site improvements such as those listed above will be
required. At a minimum, applicant shall provide an Off-site improvement Plan set that show
new curb, gutter and sidewalk along the project frontages to be removed and replaced, full
street width resurfacing (grind and overlay) will be required, new street trees, striping, all
off-site utility upgrades. Applicant shall meet with City’s Urban Forestry division to evaluate
if a new street tree can be planted along the project frontages.
8. Provide closure calculations and stamped and signed cost estimate for the off-site
improvements described above.
9. 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. Please note, it has come to PWE attention that the City
Engineer’s Statement on maps moving forward needs to be updated to have the following
phrase removed “AND I AM SATISFIED THAT SAID MAP IS TECHNICALLY CORRECT”. Please
ensure City Engineer’s statement does not include this wording.
11. The City of Palo Alto does not currently have a City Surveyor on staff and has retained the
services of Siegfried Engineering to review and provide approval on behalf of the City.
Siegfried will be reviewing, signing and stamping the Final Map associated with the project.
In effort to employ the services of Siegfried Engineering, and as part of the City’s cost
recovery measures, the applicant is required to provide payment to cover the cost of
Siegfried Engineering’s review.
City’s Public Works Department intends to forward the Final Map to Siegfried for an initial
preliminary review of the documents. Siegfried will then provide a review cost amount based
on the complexity of the project and the information shown on the document. Public Works
will share this information with the applicant once received and ask that applicant return a
copy acknowledging the amount. Applicant 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. Provide electronic copies of the documents provided.
DocuSign Envelope ID: 48EF8E7F-CB25-4576-BA56-298A4EAEFA07
Page 7 of 7
PRIOR TO FINAL MAP RECORDATION
13. 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. 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. Final Map shall be recorded with County Recorder.
SECTION 7. Term of Approval. Tentative Map. All conditions of approval of the 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 Tentative Map
approval, the 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 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.
INTRODUCTED AND PASSED: December 16, 2019
AYES: Cormack, DuBois, Filseth, Fine, Kniss, Kou, Tanaka
NOES:
ABSENT:
ABSTENTIONS:
ATTEST: APPROVED:
_________________________ ____________________________
City Clerk Director of Planning and
Development Services
APPROVED AS TO FORM:
___________________________
Assistant City Attorney
PLANS AND DRAWINGS REFERENCED:
DocuSign Envelope ID: 48EF8E7F-CB25-4576-BA56-298A4EAEFA07
Page 8 of 7
Those plans prepared by Lea & Braze Engineering, Inc. titled “Tentative Map for Condominium
Purposes” consisting of 16 pages, stamped, January 28, 2019.
DocuSign Envelope ID: 48EF8E7F-CB25-4576-BA56-298A4EAEFA07
/
RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:
City
of Palo Alto
Office of the City Attorney
250 Hamilton Avenue,8th Floor
Palo
Alto,CA 94301
No fee for recording pursuant to
Government Code Section 27383
REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE
COVENANTS REGARDING BELOW-MARKET-RATE UNITS
4115 El Camino Real
APN:132-46-100
This Regulatory Agreement and Declaration of Restrictive Covenants Regarding Below-
Market-Rate Units (the “Agreement11)is made and entered into as of ,2019
by and between the City of Palo Alto,a charter city and municipal corporation (the 11jtt)and Y
&J MICHELE WAY,LLC,a California Limited Liability Company (the “Developer”).
RECITALS
A.Defined terms used but not defined in these recitals are as defined in Article I of
this Agreement.
B.On January 7,2019,the City’s Director of Planning &Community Environment
approved Developer’s construction of seven (7)for-sale housing units (the “Development”)on
that certain property in the City,generally known and described as 4115 El Camino Real,Palo
Alto,California (the “Property”)and more particularly described in Exhibit A attached to this
Agreement and incorporated by reference.
C.The Development is subject to the City’s Below-Market-Rate (“BMR”)
requirements as contained in Program H.3.1.2 of the 20 15-2023 Housing Element (the “Housing
Element”)and Palo Alto Municipal Code (“PAMC”)Chapter 16.65 that new for-sale housing
development include at least fifteen percent (15%)BMR dwelling units.
D.To satisfy the requirements of PAMC Chapter 16.65 and Housing Element
Program H.3.1.2 ,the Developer shall construct and sell one (1)dwelling unit at an initial sales
price affordable to a household making 80 to 100 percent of the Santa Clara County median
income (the “Low-Moderate Income Units1t)and 0 dwelling units at an initial sales price
affordable to a household making 100 to 120 percent of the Santa Clara County median income
(the “Moderate Income Units”).The Low-Moderate Income Units and the Moderate Income
Units shall collectively be referred to as the “BMR Units”.Because the BMR requirement would
result in .05 fractional units,the Developer has agreed to make a cash payment to the City’s
Residential Housing Fund in lieu of providing a whole BMR unit in the amount provided for in
the City’s Municipal Fee Schedule pursuant to PAMC Chapter 16.65.
$95\16\1$79533.1 4115 ECR RMR Regulator-v Agreementv201$.H-V REVISEDIO.819doc
May 5, 2020,
E.The Developer is required to sell the BMR Units to buyers from Eligible
Households (the “Initial Buyers”)and to execute certain documents with each Initial Buyer that
will restrict the sates price to maintain the affordability of the BMR Units for a period of ninety-
nine (99)years.
F.Developer acknowledges and agrees that in connection with its approval of the
Development,the City provided adequate and proper notice pursuant to Government Code
Section 66020 of Developer’s right to protest any requirements for fees,dedications,reservations,
and other exactions as may be included in this Agreement,that no protest in compliance with
Section 66020 was made within ninety (90)days of the date that notice was given,and that the
period has expired in which Developer may protest any and all fees,dedications,reservations,
and other exactions as may be included in this Agreement.
G.In order to ensure that the entire Development will be used and operated in
accordance with these conditions and restrictions,the City and Developer wish to enter into this
Agreement.
THEREFORE,the City and Developer agree and acknowledge that the above recitals are
true and accurate,and are incorporated into this Agreement by this reference,and they hereby
agree as follows.
ARTICLE I
DEFINITIONS
1.1 Definitions
When used in this Agreement,the following terms have the respective meanings assigned
to them in this Article 1.
(a)“Affordable Sales Price”means the maximum allowable sales price for a
BMR Unit in effect at the time of its sale by the Developer to an Eligible Household.
(b)“Agreement”means this Regulatory Agreement and Declaration of
Restrictive Covenants Regarding Below-Market-Rate Units.
(c)“BMR”means below-market-rate.
(d)“BMR Units”is defined in Recital D.
(e)“City”means the City of Palo Alto.
(f)“City Deed of Trust”means a Deed of Trust and Security Agreement
securing performance under the Resale Restriction and City Note in a form substantially similar
to that shown in Exhibit F.
(g)“City Note”means a Promissory Note in favor of the City in a form
substantially similar to that shown in Exhibit E.
2$95\16\1$79533.1 4115 ECR BMR Regulatory Agreemenw2018H-V REVISEDIO..819.doc
(h)“Developer”means Y &J MICHELE WAY,LLC,and its authorized
representatives,assigns,transferees,or successors-in-interest thereto.
(i)“Development”is defined in Recital B.
(j)“Director”means the Planning and Community Environment Director for
the City or the corresponding successor position.
(k)“Eligible Household”means a household which has been determined by
the City or its designee to be eligible to purchase a BMR Unit as a Low or Moderate Income
Household,in compliance with the Housing Element and this Agreement.
(1)“Indemnitees”is defined in Section 6.3.
(m)“Initial Buyers”is defined in Recital E.
(n)“Housing Element”means the City’s 20 15-2023 Housing Element,which
is Chapter 4 of its Comprehensive Plan.
(o)“Low-Moderate Income Household”means a household whose income
does not exceed one hundred percent (100%)of the Santa Clara County median income.
(p)“Low-Moderate Income Units”means the BMR Units that are required to
be initially sold to Low-Moderate Income Households.
(q)“Market Rate Units”are dwelling units in the Development that are not
BMR Units.
(r)“Moderate Income Household”means a household whose income does not
exceed one hundred twenty percent (120%)of the Santa Clara County median income.
(s)“Moderate Income Units”means the BMR Units that are required to be
initially sold to Moderate Income Households.
(t)“Property”means the real property described in Exhibit A attached hereto
and incorporated herein.
(u)“Resale Restriction”means an Occupancy,Resale,and Refinancing
Restriction Agreement,with Option to Purchase at Restricted Price in a form substantially
similar to that shown in Exhibit D.
(v)“Term”means the term of this Agreement,which commences on the date
of this Agreement and continues until the earlier to occur of (i)fifty-nine (59)years from the
date of this Agreement,or (ii)the sale of 100%of the BMR Units to Initial Buyers from Eligible
Households in compliance with the terms of this Agreement.
3895\16\1$79533.1 4115 ECR BMR ReuIatory Areementv.2O18.H-V REVISEDIO..8.19.doc
1.2 Exhibits.The following exhibits are attached to and incorporated into this
Agreement:
Exhibit A Legal Description.
Exhibit B 3MR Location and Production Schedule.
Exhibit C Affordable Sales Price.
Exhibit D form of Resale Restriction.
Exhibit E Form of City Note.
Exhibit F form of City Deed of Trust.
ARTICLE 2
CONSTRUCTION Of DEVELOPMENT AND BMR UNITS
2.1 Construction of BMR Units.The Developer shalt construct and sell the BMR
Units,consisting of one (I)Low-Moderate Income Units and zero (0)Moderate Income Units in
the approximate location shown and described on Exhibit B at an Affordable Sales Price.If,
after recordation of this Agreement,the Developer proposes to change the location of any
Affordable Unit within the Development,the Developer shall submit a written request for such
change to the Director,who shall have sole discretion to approve or deny such request.
2.2 Construction Timing.The BMR Units shall be constructed in proportion to
construction of the Market Rate Units.No certificates of occupancy or final inspections shall be
issued for any Market Rate Unit unless a proportional number (generally one certificate of
occupancy for a BMR Unit for each seven Market-Rate Units issued certificates of occupancy)
of certificates of occupancy or final inspections have been issued for BMR Units.If,after
recordation of this Agreement,the Developer proposes to change the Affordable Unit production
schedule,the Developer shall submit a written request for such change to the Director,who shall
have sole discretion to approve or deny such request.
2.3 Design and Appearance of Affordable Units.The design,bedroom count,
appearance,and general quality of the BMR Units shall be compatible with those of the
DeveLopment as a whole.
ARTICLE 3
SALE Of BMR UNITS
3.1 Sale by Developer to Eligible Households.
(a)Developer shall sell the BMR Units to Eligible Households at prices not in
excess of the then-current Affordable Sales Prices provided by the City.The Affordable Sales
Price shall be the absolute maximum price that the Developer or any other seller may receive as
compensation for the sale of a BMR Unit.The Developer or other seller may not charge or
receive any additional amount for a BMR Unit regardless of whether the additional amount is (a)
4
895\I 6\I 879533.1 4 LI5ECR BMR Regulatory Areementv.2O I8.H-V REVISED!0.8.1 9.doc
for options,upgrades or additional improvements to the BMR Unit,(b)paid through escrow or
outside of escrow,(c)paid prior to,after or as part of the purchase escrow or (d)paid in cash or
in kind,unless a reasonable accommodation is approved by the City for buyers requiring options
or accommodations related to a disability,in which any additional cost shall be paid through
escrow with prior written approval by City.
(b)The Developer shall actively market the BMR Units,openly and in the
same general manner as the Market-Rate Units,allow prospective buyers to view the BMR Units,
model units or floor plans,disclosure documents,and any other relevant sales materials,as may
be available.Developer’s sales agents shall provide the same general quality of customer service
to the BMR Unit buyers as provided to Market-Rate Unit buyers,shall display information about
the availability of the BMR Units in a readily noticeable manner in the sales office and/or Project
sales website,and shall disclose the BMR Unit restrictions to any prospective buyers in a timely
manner.Selected applicants shall be responsible for obtaining their own financing for the BMR
Units.Developer shall comply with applicable fair housing laws in the marketing and sale of the
BMR Units.Purchase contracts between Developer and Eligible Households shall include
requirements that buyers execute documents for the benefit of the City as described in Section
3.3 below.
(c)The City or its designee shall verify an Initial Buyer’s eligibility pursuant
to this Agreement before Developer may accept the Initial Buyer’s offer to purchase a BMR Unit.
Developer agrees to pay a transaction fee in compliance with the City’s then-applicable
Municipal fee Schedule,per sale of each BMR Unit,or any such fee for the reasonable cost of
administering this Agreement as may be adopted by resolution or ordinance of the City Council.
(d)Eligible Households shall submit purchase offers directly to Developer,
and Developer shall accept offers to purchase in the order received,provided that such offers
include a letter from the City certifying buyer’s eligibility,a valid check for the required good
faith deposit,and a preliminary first mortgage loan approval.Developer shall conduct any
additional screening of applicants deemed necessary and not in violation of fair housing laws.
(e)The Developer shall be independently responsible to make good faith
efforts to market and sell the BMR Units in compliance with this Agreement,and shall cooperate
with City in good faith in the effort to sell the BMR Units to Eligible Households in a timely
manner.
(f)Once Developer has accepted an offer from an Eligible Household or
existing Tenant of a BMR Unit,Developer shall allow at least ninety (90)days from the date
escrow has been opened for escrow to close,whether to the original Eligible Household or to a
subsequent City-approved Eligible Household.If an Eligible Household fails to close escrow
within the applicable ninety (90)-day period,Developer shall notify City of any intent to dissolve
escrow at least ten (10)business days prior to dissolution.In the event of a dissolution,
Developer shall resume marketing the BMR Unit until it accepts an offer from a second Eligible
Household.Developer shall allow at least ninety (90)days from the date the second escrow has
been opened for escrow to close.If a second Eligible Household fails to close escrow within the
applicable ninety (90)-day period,Developer shall notify City of any intent to dissolve escrow at
least ten (10)business days prior to dissolution.In the event of a second dissolution,Developer
5
895\16\1879533.1 4115 ECR BMR Regulatory Agreementv.20 I$.H-V REVISEDI 0.8.1 9.doc
may sell the BMR Unit at its fair market value and pay to the City an amount equal to the
difference between the actual contract sale price of the BMR Unit and the Affordable Sales Price.
(g)If Developer has not received any purchase offer from an Eligible
Household for a BMR Unit within one hundred eighty (180)days after the BMR Unit has been
offered for sale,the Developer shall provide a one hundred eighty (180)days’notice to the City
and shall satisfy any further conditions that may be reasonably required by the City,including
but not limited to,further efforts to find an Eligible Household and/or additional marketing by
the Developer to attract an offer to purchase from an Eligible Household.If escrow has not
closed on the BMR Unit sale within an additional sixty (60)days from date of Developer’s
acceptance of such offer under this Section,Developer may sell the BMR Unit at its fair market
value and pay to the City an amount equal to the difference between the actual contract sale price
and the Affordable Sales Price.
(h)If a BMR Unit is sold at fair market value as specified in subparagraphs (f)
or (g)above,such BMR Unit shall not be subject to any requirements of this Agreement
following City’s receipt of applicable payment.Upon receipt of such payment,City shall provide
Developer with a recordable document releasing the BMR Unit from this Agreement.
3.2 Affordable Sales Prices.The BMR Units shall be sold to Eligible Households at
sales prices that do not exceed Affordable Sales Prices established by the City.Affordable Sales
Prices for the BMR Units in effect on the date of this Agreement (and subject to change annually
thereafter)are shown in Exhibit C attached hereto and incorporated herein.Developer
acknowledges and agrees that Affordable Sales Prices are determined based on current income
levels in Santa Clara County,changes to which are published annually by the State of California,
Department of Housing and Community Development.
3.3 Homebuyer Documents and Security Instruments.Prior to the sale of each BMR
Unit,the Developer shall ensure that:
(a)The Initial Buyer and the City execute the Resale Restriction,which shall
be recorded against the BMR Unit at close of escrow on the sale to the Initial Buyer.The Resale
Restriction shall be recorded immediately following the grant deed to the Initial Buyer,unless
otherwise approved in writing by the City.
(b)The Initial Buyer signs the City Note that obligates the Initial Buyer to pay
the City any excess sales proceeds or excess rents received by the Initial Buyer if the Initial
Buyer fails to comply with the Resale Restriction on rental or resale of the BMR Unit.
(c)The Initial Buyer signs the City Deed of Trust to secure performance of
the Eligible Household’s covenants under the Resale Restriction and payment of the amounts due
under the City Note if the Initial Buyer fails to comply with the terms of the Resale Restriction.
The City Deed of Trust shall be recorded against the BMR Unit,subordinate only to the Resale
Restriction and the lien for the first mortgage loan obtained by the Initial Buyer to finance the
purchase of the BMR Unit unless otherwise approved in writing by the City.
3.4 Compliance Reports,Inspections,Monitoring.Within five (5)days following the
sale of any BMR Unit by the Developer to an Eligible Household,Developer shall forward,or
6
895\16\1879533.1 4115 ECR BMR ReuIatorv AreemenW.2O I8.1-I-V REVISEDI0.8.1 9.doc
shall cause escrow officer to forward to the City,copies of the buyer’s and seller’s settlement
statement and all closing documents,including Resale Restriction,City Note,and City Deed of
Trust executed in connection with the sale.
ARTICLE 4
CALCULATION AND PAYMENT Of IN LIEU FEES
4.1 In-Lieu Payments.In lieu of providing 0.05 required BMR units on-site,
Developer agrees to pay in-lieu fees at rates established in the City’s Municipal Fee Schedule or
by City Council ordinance or resolution.In-lieu fees shall be calculated using the rates in effect
at the time of payment.
4.2 Timing of Payment.Any in-lieu payments due pursuant to this Agreement shall
be paid to the prior to first building permit issuance,or at a time otherwise specified by City
Council ordinance or resolution.Failure to pay the in-lieu fees when due may result in the City
withholding building permits,refusing to approve a final parcel map or subdivision map,or
withholding certificates of occupancy,as applicable,in addition to any of the remedies available
to the City under Section 5.3 of this Agreement.
ARTICLE 5
ENFORCETVIENT
5.1 Covenants Running with the Land.The City and Developer hereby declare their
express intent that the covenants and restrictions set forth in this Agreement shall apply to and
bind Developer and its heirs,executors,administrators,successors,transferees,and assignees
having or acquiring any right,title or interest in or to any part of the Property and shall run with
and burden such portions of the Property until terminated in accordance with Section 5.2.Until
all or portions of the Property are expressly released from the burdens of this Agreement,each
and every contract,deed or other instrument hereafter executed covering or conveying the
Property or any portion thereof shall be held conclusively to have been executed,delivered,and
accepted subject to such covenants and restrictions,regardless of whether such covenants or
restrictions are set forth in such contract,deed or other instrument.In the event of foreclosure or
transfer by deed-in-lieu of all or any portion of the Property prior to completion and sale of all of
the BMR Units,title to all or any portion of the Property shall be taken subject to this Agreement.
5.2 Release of Property from Agreement.
(a)Upon sale of one hundred percent (100%)of the BMR Units,execution of
the Resale Restrictions in compliance with this Agreement,and payment of any applicable in-
lieu fees,the entire Property shall be released from the burdens of this Agreement.
(b)Prior to the sale of all BMR Units,upon sale of each of the Units in the
Project to an individual buyer,City shall execute and record a release of each such Unit from the
burdens of this Agreement if at the time the Developer is in compliance with all terms of this
Agreement,including,without limitation,Developer’s obligations to market and sell BMR Units
concurrently with Market Rate Units.
7$95\16\1879533.1 4115 ECR BMR Regulatory Agreementv201 8.1-1-VREVISEDI 0.8.1 9.doc
5.3 Default.failure of the Developer to satisfy any of Develope?s obligations under
the terms of this Agreement within thirty (30)days after the delivery of a notice of default from
the City will constitute a default under this Agreement.In addition to remedies for breach of this
Agreement,the City may exercise any and all remedies available to it under law or equity,
including but not limited to:
(a)withholding,conditioning,suspending or revoking any permit,license,
subdivision approval or map,or other entitlement for the Project,including without limitation
final inspections for occupancy and/or certificates of occupancy;
(b)instituting against the Developer,or other parties,a civil action for
declaratory relief,injunction or any other equitable relief,or relief at law,including without
limitation an action to rescind a transaction and/or to require repayment of any funds received in
connection with such a violation;
(c)where one or more persons have received financial benefit as a result of
violation of this Agreement,the City may assess,and institute legal action to recover as
necessary,a penalty in any amount up to and including the amount of financial benefit received,
in addition to recovery of the benefit received;
(d)requiring the Developer or his/her successors in interest to the Property to
pay the City rent for a BMR Unit from the date of any unauthorized use of the BMR Unit;and
(e)any other means authorized under the City of Palo Alto Municipal Code.
5.4 Remedies Cumulative.No right,power,or remedy given to the City by the terms
of this Agreement is intended to be exclusive of any other right,power,or remedy;and each and
every such right,power,or remedy shall be cumulative and in addition to every other right,
power,or remedy given to the City by the terms of any such document,or by any statute or
ordinance or otherwise against Developer and any other person.Neither the failure nor any
delay on the part of the City to exercise any such rights and remedies shall operate as a waiver
thereof,nor shall any single or partial exercise by the City of any such right or remedy preclude
any other or further.exercise of such right or remedy,or any other right or remedy.
ARTICLE 6
GENERAL PROVISiONS
6.1 Term.The provisions of this Agreement apply to the Development for the entire
Term.This Agreement is binding on any successor,heir or assign of Developer,whether a
change in interest occurs voluntarily or involuntarily,by operation of law or otherwise,except as
expressly released by the City.
6.2 No Subordination to Security Interest.in no event may this Agreement be
subordinated to any mortgage,deed of trust,or other security financing interest encumbering the
Property or the Development.The Agreement shall be recorded against the Property subject
only to such other exceptions and exclusions reasonably acceptable to the City and shall not be
$
895\16\1$79533.1 4115 ECR BMR Regulatory Agreementv.2018.l-I-V REVISEDIO..8.19.doc
subordinated to any future mortgages,deeds of trust,or other security financing interests
encumbering the Property or the Development.
6.3 Indemnification.
(a)To the full extent permitted by law,the Developer shall indemnify,defend
at its own expense,and hold the City and its elected officials,officers,employees and agents in
their official capacity (collectively “Indemnitees”)harmless against any and all claims,suits,
actions,losses and liability of every kind,nature and description made against it and expenses
(including reasonable attorneys’fees)which arise out of or in connection with this Agreement,
including but not limited to the marketing and sale of the BMR Units,except to the extent such
claim arises from the grossly negligent or willful misconduct of the City or Indemnitees.Each
party shall notify the other party immediately in writing of any claim or damage related to
activities performed under this Agreement.The parties shall cooperate with each other in the
investigation and disposition of any claim arising out of the activities under this Agreement,
provided that nothing shall require either party to disclose any documents,records or
communications that are protected under the attorney-client privilege or attorney work product
privilege.
(b)The provisions of this Section shall survive the expiration of the Term and
any release of part or all of the Property from the burdens of this Agreement.
6.4 Appointment of Other Agencies.At its sole discretion,the City may designate,
appoint or contract with any other public agency,for-profit or non-profit organization to perform
some or all of the City’s obligations under this Agreement.
6.5 Records.Developer shall retain all records related to compliance with obligations
under this Agreement for a period not less than five (5)years from the date of origination of such
records,and make them available to City employees or others designated by the City for
inspection and copying on five (5)business days’written notice.The City shall be entitled to
monitor compliance with this Agreement,and Developer shall cooperate with City monitoring,
including obtaining Affordable Sales Price and Eligible Household income verification upon
request of the City.
6.6 Monitoring Fee.Developer agrees to pay an annual monitoring fee as may be
adopted by resolution or ordinance of the City Council which is in force and effect for a similar
class of BMR units.
6.7 Nondiscrimination.All of the BMR Units shall be available for sale to members
of the general public.The Developer shall not give preference to any particular class or group of
persons in selling the Affordable Units,except to the extent that the Affordable Units are
required to be sold to Eligible Households and as required by this Agreement;provided,however,
there shall be no discrimination against or segregation of any person or group of persons,on
account of race,color,creed,religion,sex,sexual orientation,marital status,national origin,
source of income (e.g.,SSI),age (except for lawful senior housing),ancestry,or disability,in the
leasing,transferring,use,occupancy,tenure,or enjoyment of any Unit nor shall the Developer or
any person claiming under or through the Developer,establish or permit any such practice or
practices of discrimination or segregation with reference to sale of any Unit or in connection
9
$95\16\1879533.1 4115 ECR BMR Regulatory Agreernentv.201$.H-V REVISEDIO..$.19.doc
with the employment of persons for the construction,operation and management of the
Development.
6.8 Recording and Filing.The Developer shall record this Agreement,and all
amendments and supplements to it,in the Official Records of Santa Clara County against the
Property prior to the recordation of any parcel map or final subdivision map or issuance of any
building permit for the Project,whichever occurs first.
6.9 Governing Law.This Agreement is governed by the laws of the State of
California.
6.10 Waiver of Requirements.No waiver of the requirements of this Agreement shall
occur unless expressly waived by the City in writing.No waiver will be implied from any delay
or failure by the City to take action on any breach or default of Developer or to pursue any
remedy permitted under this Agreement or applicable law.Any extension of time granted to
Developer to perform any obligation under this Agreement will not operate as a waiver or release
from any of its obligations under this Agreement.Consent by the City to any act or omission by
Developer shall not be construed to be consent to any other or subsequent act or omission or to
waive the requirement for the City’s written consent to future waivers.
6.11 Amendments.This Agreement may be amended only by a written instrument
executed by all the parties hereto or their successors in title,and duly recorded in the real
property records of the County of Santa Clara.
6.12 Notices.All notices required herein shall be sent by certified mail,return receipt
requested,express delivery service with a delivery receipt,or personal delivery with a delivery
receipt and shall be deemed to be effective as of the date received,the date delivery was refused,
or the date returned as undeliverable as indicated on the return receipt as follows:
City:City of Palo Alto
250 Hamilton Avenue
Palo Alto,CA 94301
Attn:City Manager
Developer:
Y &J Michele Way,LLC
433 Airport Blvd.Suite 550
Burlingame,CA 94010
Such addresses may be changed by notice to the other party given in the same manner as
provided above.
10
$95\16\1 $79533.1 4115 ECR BMR Regulatory Agreementv.2018.H-v REVISEDI0.8.1 9.doc
6.13 Severability.If any provision of this Agreement is found invalid,illegal or
unenforceable,the validity,legality and enforceability of the remaining portions of this
Agreement shall not in any way be affected or impaired thereby.
6.14 Multiple Originals;Counterparts.This Agreement may be executed in multiple
originals,each of which is deemed to be an original,and may be signed in counterparts.
[Signatures onJotlowingpage.]
11
895\16\1 879533.1 4115 ECR BMR Regulatory Agreemenw2018H-V REVISED1O..$.I9.doc
IN WITNESS WHEREOF,the City and Developer have entered into this Agreement,as
of the date first written above.
DEVELOPER:
Y &J Michele Way,LLC
CITY:
By:Y Xiao
Its:anaer/Owner
APPROVED AS TO FORM
CITY OF PALO ALTO,a charter city and
municipal corporation
By:3 ,City Manager
Regulatory Agreement
Signature Page
895\16\1 879533.1
Its:Manager/Owner
By:
1Yj $lurtp ,City Attorney
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.
State of
County of SAT C-fZF
On the ‘‘cf IV1M.j %Z-()_before me,?3.cff(1 Pu A.uW1,a Notary Public,
personally appeared cd Shi ct’.
who proved to me on the basis of satisfactory evidence to be the person(I)whose name(
s/are subscribed to the within instrument and acknowledged to me thatshe/they executed the
same inIher/their authorized capacityIs),and that by’her/their signatuje(s)on the
instrument the person),or the entity upon behalf of which the person)acted,executed the
instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the
WIThEtSmyh:nnd
I San Matea County
Signature:________________
_______________
Name:ie rv
(Typed or Printed)(Seal)
Homebuyers Resale Restriction Agreement October 2016
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.
STATE OF CALIFORNIA )
)
COUNTY OF )
On Oi”/?,/.2-o ,before me,:i ,Notary
Public,personally appeared i’,who proved to me
on the basis of satisfactory evidence to be the person.s)whose name()is/afe-subscribed to the
within instrument and acknowledged to me that ‘re1she/they executed the same in bi-s/her/their
authorized capacity(ies,and that by hs/herkhir signature(on the instrument the person(or
the entity upon behalf of which the person(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.
9O6
_______
Notary Public•California Name:Rk4.2 Santa Clara County -‘-r m 1 1•INotaryruoilc
895\16\1$79533.1
A notary public or other officer completing this certificate verifies only the
identity of the individual who signed the document to which this certificate is
attached,and not the truthfulness,accuracy,or validity of that document.
STATE OF CALIFORNIA )
COUNTY Of (3L-/ec )
On Acpi(]/,before me,-,Notary
Public,personally appeared ‘%Lv\‘)cj?j ,who proved to me
on the basis of satisfactory evidence to be the person(whose name(.)-is/ace subscribed to the
within instrument and acknowledged to me that heishe/tby executed the same in h4’her/th.r
authorized capacity(ies),and that by h /her/thr signatureon the instrument the person,or
the entity upon behalf of which the person)acted,executed the instrument.
I certify UNDER PENALTY Of PERJURY under the laws of the State of California that
the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
Public
LO1 ---WILLIAM T$UI1—I CoMu.#2209018
(I)NOTARYPUBUCCAuFORNIA
SANUATEOCOUNTY —
895\16\1879533.I
EXHIBIT A
LEGAL DESCRIPTION
THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY Of PALO ALTO,COUNTY Of
SANTA CLARA,STATE OF CALIFORNIA AND IS DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT ON THE SOUTHWESTERN LINE OF THE OLD SAN FRANCISCO-SAN JOSE
ROAD WHERE IT IS INTERSECTED BY THE SOUTHEASTERN LINE OF THAT CERTAIN 0.275 ACRE
TRACT OF LAND AS DESCRIBED [N THE DEED FROM TYNAN LUMBER COMPANY,A
CORPORATION,TO THOMAS RUNE,ET UX.,BY DEED DATED OCTOBER 7,1935,IN BOOK 749
O.R.PAGE 50,SANTA CLARA COUNTY RECORDS;THENCE ALONG SAID SOUTHWESTERN LINE
Of THE OLD SAN FRANCISCO-SAN JOSE ROAD,NORTH 56°55’WEST 100 FEET;THENCE AT
RIGHT ANGLES SOUTH 33°05’WEST 155 FEET,MORE OR LESS,TO A POINT ON THE
NORTHEASTERN LINE OF THE NEW SAN FRANCISCO-SAN JOSE ROAD (STATE HIGHWAY),AS
SAiD NORTHEASTERN LINE WAS ESTABLISHED BY DEED FROM THERESA L.RHODES TO STATE OF
CALIFORNIA,BY DEED DATED JULY 31,1929,RECORDED SEPTEMBER 13,1929,IN BOOK 484 O.R.,
PAGE 110,SANTA CLARA COUNTY RECORDS;THENCE RUNNING SOUTHEASTERLY ALONG SAID
NORTHEASTERN LINE OF THE NEW SAN FRANCISCO-SAN JOSE ROAD (STATE HIGHWAY)ALONG A
CURVE TO THE RIGHT HAVING A RADIUS OF 3050 FEET,A DISTANCE OF 116 FEET,MORE OR LESS,
TO THE NORTHWESTERN CORNER OF THAT CERTAIN 2-1/2 ACRE TRACT OF LAND DESCRIBED IN
THE DEED FROM THERESA L.RHODES TO ANDREW J.MCCOY,ET UX.,DATED MARCH 18,1925,
RECORDED MARCH 21,1925,IN BOOK 149 O.R.PAGE 163;THENCE ALONG THE NORTHWESTERN
LINE Of SAID 2-1/2 ACRE TRACT OF LAND ABOVE REFERRED TO;NORTH 33°05’EAST 190 FEET,
MORE OR LESS,TO THE POINT Of BEGINNING.
EXCEPTING THEREFROM THAT PORTION THEREOF FRONTING ON THE HIGHWAY LEADING
FROM SAN FRANCISCO TO SAN JOSE KNOWN AS EL CAMINO REAL TAKEN OR CONVEYED FOR
THE PURPOSE OF WIDENING SAID ROADWAY.
ALSO EXCEPTING THEREFROM THAT PORTION OF THE LAND GRANTED TO THE CITY OF PALO
ALTO,A MUNICIPAL CORPORATION IN THAT FINAL JUDGMENT OF CONDEMNATION RECORDED
OCTOBER 3,1967 AS INSTRUMENT NO.3296676,IN BOOK 7880,PAGE 102 OF OFFICIAL RECORDS.
$95\16\1 $79533.I
EXHIBIT B
BMR UNIT LOCATION AND PRODUCTION SCHEDULE
UNIT 4,SECOND FLOOR AS SHOWN ON PAGE 7 ON THE ATTACHED APPROVED
PLANS.
PRODUCTION SCHEDULE:
THE BMR UNIT IS TO BE COMPLETED AT THE SAME TIME AS THE BALANCE OF
THE PROJECT AND THE MARKET UNITS LOCATED THEREIN.
895\16\1879533.1
EXHIBIT C
AFFORDABLE SALES PRICE
City of Palo Alto BMR Ownership Program
Prices for New BMR Units
for Households at 80 -100%of Area Median Income
Revised August 2019
Persons In 80%of County Area Affordable Prices at 80%100%of County Area Median Affordable Prices at 100%of
Household Median Income ofMedian Income tncome Median Income
1 $72,750 $211,154 $92,000 $294,533
2 $83,150 $256,201 $105,100 $351,274
3 $93,550 $301,247 $118,250 $408,232
4 $103,900 $346,077 $131,400 $465,189
5 $112,250 $382,244 $141,900 $510,669
BMR Unit Price BMR Unit PriceAssumedHousehold
Size for lJnit Type Unit Type (Assumes 80%of Area (Assumes 100%of Area
Median Income)Median Income)
I Studio $211,154 $294,533
2 1 Bedroom $256,201 $351,274
3 2 Bedrooms $301,247 $408,232
4 3 Bedrooms $346,077 $465,189
5 4 Bedrooms $382,244 $510,669
VARIABLES AND ASSUMPTIONS:
Area Median Income:State HCD 4-person househoki (As of5/6/
Annualized Rates:
Interest Rates (As ofAugist 2019)
Initial Property Tax Rate (Annual)
Total Eflèctive Interest Rate
Term of Mortgage (Years)
Loan-To-Value (5%downpayment):
Allowance for:HOA,Insurance.Reserve and PMI
Loan Terms:
Zero (0)Loan Points
30 Year.fixed Rate,fully Amortized Loan
Maximum of 30%ofGross Income for All Housing Costs (mortgage.
private mortgage insurance,property taxes,HOA dues,repairs &
maintenance allowance &fire insurance)
895\16\l $79533.I
EXHIBIT I)
FORM OF RESALE RESTRICTION
NO RECORDING FEE PURSUANT
TO GOVERNMENT CODE SECTION 27323
RECORDING REQUESTED BY
Title Company Name
Escrow #
AND WHEN RECORDED MAIL TO
City Attorney
City of Palo Alto
250 Hamilton Avenue
Palo Alto,CA 94301
SPACE ABOVE THIS LINE FOR RECORDERS USE
OCCUPANCY,RESALE,AND REFINANCING RESTRICTION AGREEMENT,WITH
OPTION TO PURCHASE AT RESTRICTED PRICE
CITY OF PALO ALTO
BELOW MARKET RATE PURCHASE PROGRAM
Owner:
Property Address:
Affordable Housing Cost:
$
NOTE:THIS AGREEMENT GRANTS THE CITY AN OPTION TO BUY YOUR
PROPERTY AT A RESTRICTED PRICE THAT MAY BE BELOW THE MARKET
VALUE.
$95\16\1879533.I
This Occupancy,Resale,and Refinancing Restriction Agreement,with Option to
Purchase at Restricted Price (the “Agreement”)is entered into as of this day of
____________
201_,by and between the City of Palo Alto,a California chartered municipal
corporation (the “City”)and
_______________________________
(“Owner”).
RECITALS
A.To further its goal of creating affordable home ownership opportunities for low
income and moderate-income persons and families,the City has adopted a program for the sale
of some homes at a price below fair market value following policies contained in the Housing
Element of the City’s Comprehensive Plan and in the City’s Below Market Rate Housing
Program Ordinance (Chapter 16.65 of the Palo Alto Municipal Code)(together the “BMR
Program”).
B.Owner intends to purchase the property located at
______________,
which is more
particularly described in Exhibit A attached hereto and incorporated by this reference (the
“Property”)at a cost affordable to Owner and below the unrestricted fair market value of the
Property,as shown on page 1 of this Agreement (the “Affordable Housing Cost”).The Property
has been made affordable to Owner through the terms of the 3MR Program.The Owner has
agreed to execute and comply with this Agreement in consideration of the Owner’s purchase of
the Property at the Affordable Housing Cost.
C.Owner is an eligible moderate income purchaser,intends to purchase the Property,
intends to live in the Property as an owner-occupant,and agrees to maintain the Property as
Owner’s principal residence (an “Eligible Purchaser”).
D.The purpose of this Agreement is to place occupancy,refinancing,and resale
controls on the Property and to require the payment of any excess proceeds of sale or excess
rental proceeds to the City.This Agreement also provides the City an option to purchase the
Property at a restricted price.The occupancy,refinancing,and resale controls prevent the Owner
and subsequent purchasers from using the Property for purposes incompatible with the BMR
Program and realizing unwarranted gains from sale of the Property at an unrestricted price.The
terms and conditions of this Agreement are intended to provide the necessary use and resale
restrictions to ensure that the Property is used,maintained,and preserved as housing affordable
to eligible low and moderate-income purchasers.
E.The Owner is receiving the following purchase money loan(s):
Name of Lender Amount
$
$
$
895\16\1 879533.1
The purchase money loans listed in this Recital E is the “First Lender Loan.”The lender of the
First Lender Loan is the “first Lender.”The First Lender Loan is secured by a deed of trust
executed by the Owner in favor of the First Lender and recorded in the County of Santa Clara
concurrently with this Agreement (the “First Lender Deed of Trust”).
F.The Owner’s obligations to pay the City any excess sale proceeds and excess rents
according to this Agreement are evidenced by a promissory note (the “City Note”).This
Agreement and the City Note shall be secured by a deed of trust and security agreement on the
Property (the “City Deed of Trust”).
G.The Property constitutes a valuable community resource by providing decent,safe,
and sanitary housing to persons and families of low and moderate incomes who otherwise would
be unable to afford such housing.To protect and preserve this resource it is necessary,proper,
and in the public interest for the City to administer the occupancy,financing,and resale controls
by means of this Agreement.
NOW,THEREFORE,in consideration of the benefits received by the Owner and the
public purposes served by the BMR Program,the Owner and the City agree as follows:
AGREEMENT
The foregoing recitals are hereby incorporated by reference and made part of this
Agreement.
1.DEFINITIONS
The following terms are specially defined for this Agreement and their definitions can be
found in the sections indicated below:
A.“Advances”—Section 7.F
B.“Affordable Housing Cost”—Recital B
C.“Affordable Rent”—Section 3.A
D.“Agreement”-First sentence on page 1
E.“BMR Program”—Recital A
F.“City”—First sentence of the Agreement on page 1
G.“City Deed of Trust”—Recital F
H.“City Note”—Recital F
I.“City Response Notice”-Section 7.C
J.“Declaration of Default”—Section 12.C
895\16\1879533.1
K.
L.
M.
N.
0.
P.
Q.
R.
S.
T.
U.
V.
w.
x.
Y.“Indexed Price”-Section 8.A
Z.“Maximum Resale Price”-Section $
AA.“Option”-Section 6.A
33.“Owner”-first sentence of the Agreement on Page I
CC.“Owner’s Notice of Intent to Transfer”-Section 7.A
DD.“Permitted Encumbrance Amount”—Section 11.B
EE.“Term”—Section 17
FF.“Transfer”-Section 5.A
GG.“VA”is the United States Veterans Administration.
The following exhibits are attached to this Agreement:
Exhibit A:Legal Description of the Property
Exhibit B:form of Owner Occupancy Certification
“Default”—Section 12.A
“Designated Purchaser”—Section 6.3
“Eligible Capital Improvements”-Section $.A
“Eligible Purchaser”—Recital C
“Excess Rents”—Section 3.3
“Excess Sales Proceeds”-Section 1O.A
“Fair Market Value”-Section 8.8
“First Lender”-Recital E
“first Lender Deed of Trust”-Recital E
“first Lender Loan”-Recital E
“HUD”is the United States Department of Housing and Urban Development.
“Inheriting Owner”—Section 5.C
“Permitted Transfer”—Section 5.3
“Property”-Recital B
$95\16\I$79533.I
Exhibit C:Form of Owner’s Notice of Intent to Transfer
Exhibit D:Form of Owner Request for City Subordination to Refinance First Lender
Loan
2.OWNER CERTIFICATIONS;OWNER OCCUPANCY REQUIREMENT
The Owner certifies that the financial and other information previously provided in order
to qualify to purchase the Property is true and correct as of the date first written above.The
Owner shall occupy the Property as the Owner’s principal place of residence for the Term of this
Agreement.The Owner shall be considered as occupying the Property as the Owner’s principal
place of residence if the Owner is living in the unit for at least ten (10)months out of each
calendar year,maintains a valid homeowner’s property tax exemption,and provides reasonable
requested documentation to verify occupancy.
A.Annual Certification of Owner Occupancy.On or before February 1 of each
calendar year,the Owner,under penalty of perjury,shall provide an annual written certification
to the City,in the form shown on Exhibit B of this Agreement,that the Owner is occupying the
Property as his or her principal place of residence,unless the City has approved a temporary
waiver of the occupancy requirement in writing as provided in Section 2.B;or the City has
approved rental of the Property in writing as provided in Section 3 below.The City may request
additional documentation from the Owner(s)to demonstrate that the Property is Owner’s
principal place of residence.The Owner agrees to fully cooperate with the City in promptly
providing all information requested by the City to assist the City in monitoring Owner’s
compliance with this Agreement.
B.Temporary Waiver of Occupancy Requirement.The City may,in its sole
discretion,grant a temporary waiver of this occupancy requirement if all of the following
conditions are met:(I)the City has determined that the Owner will incur substantial hardship if
he or she is not permitted to temporarily vacate the Property;(2)the Owner provides a written
request to the City for a temporary waiver of the occupancy requirement before vacating the
Property;and (3)the term of the occupancy waiver is not greater than one (1)year.A temporary
vacancy shall only be considered approved if the City approves the request in writing.
3.RENTAL OR LEASING OF PROPERTY
A.Prohibition on Renting or Leasing the Property.The Owner shall not rent or lease
the Property except with the prior express written consent of the City.The City may,in its sole
discretion,approve the rental or leasing of the Property if all of the following conditions are met:
(1)the Owner demonstrates to the City,in the City’s sole discretion,that the Owner wilt incur
substantial hardship if he or she is not permitted to rent or lease the Property;(2)the term of the
rental or lease is not greater than twelve (12)months and cannot be extended without the City’s
written approval;(3)the lease requires the tenant to maintain the Property and surrounding
property in good condition and prohibits subleasing;(4)the rent for the Property does not exceed
the lesser of:(1)thirty percent (30%)of the income of the tenant household that is renting the
Property,or (ii)the Owner’s monthly cost of principal and interest on the First Lender Loan,and
property insurance,property taxes,and homeowners association dues,if any,associated with
Property (the lesser rent is the “Affordable Rent”);and (5)the City certifies that the tenant’s
895\16\1879533.l
income meets the income limits,as adjusted by household size,that are applicable to the
Property.
B.Payment of Excess Rents.Any lease of the Property in violation of this
Agreement is prohibited.The Owner agrees that,in the event the Owner rents or leases the
Property in violation of this Section 3,any rents paid to the Owner by the tenant or lessee in
excess of the Affordable Rent (“Excess Rents”)shall be due and payable to the City immediately
upon receipt thereof by the Owner.Such Excess Rents shall be considered a recourse debt of the
Owner to the City,which the City may collect by legal action against the Owner,by foreclosure
under the City Deed of Trust,and/or by exercising the Option.
4.MAINTENANCE AND INSURANCE REQUIREMENTS
A.Maintenance.The Owner shall maintain the Property,including landscaping,in
good repair and in a neat,clean and orderly condition and will not commit waste or permit
deterioration of the Property.
B.Insurance.The Owner shall maintain a standard all risk property insurance policy
equal to the replacement value of the Property (adjusted every five (5)years by appraisal,if
requested by City),naming the City as an additional insured.Additional insurance requirements
are set forth in the City Deed of Trust.
5.RESTRICTIONS ON RESALE AND TRANSFER OF THE PROPERTY
A.Transfer.Any Transfer of the Property will be subject to the provisions of this
Agreement including,without limitation,the Option described in Section 6 below.“Transfer”
means any sale,assignment or transfer,voluntary or involuntary,of any interest in the Property,
including,but not limited to,a fee simple interest,a joint tenancy interest,a life estate,a
leasehold interest (unless approved as provided in Section 3 of this Agreement),an interest
evidenced by a land contract by which possession of the Property is transferred and Owner
retains title,or a deed of trust.Any Transfer without satisfaction of the provisions of this
Agreement is prohibited and shall constitute a Default.
B.Permitted Transfers.Notwithstanding Section 5.A,the following forms of
Transfer shall be considered a “Permitted Transfer”and shall not constitute a Default,but all
such transferees shall continue to be bound by this Agreement:
(1)To a spouse or domestic partner;
(2)Between spouses or domestic partners as part of a dissolution proceeding
or divorce;
(3)To an inter vivos revocable trust in which Owner is the beneficiary,trustor,
and trustee subject to the provisions of Section 5.E;
(4)By operation of law on the death of ajoint tenant;
895\16\1 $79533.1
(5)A refinancing of the First Lender Loan in accordance with Section 11.C of
this Agreement,or
(6)Execution of a deed of trust subordinate to the City Deed of Trust in
accordance with Section 11.D of this Agreement.
However,Owner shall provide written notice of all Permitted Transfers to the City under
Section 5.D,and all owners of the Property shall continue to occupy the Property as his or her
principal place of residence.
C.Inheritance.In the event a Transfer occurs by devise or inheritance due to death of
the Owner,the administrator of the Owner’s estate,the trustee of Owner’s trust,or the person
inheriting the Property shall provide written notice to the City of the Owner’s death within thirty
(30)days of the date of death and the following procedures shall apply:
(fl If the person inheriting the Property was previously a co-owner who was
income qualified,or who obtained title through a Permitted Transfer,then the inheritance is
permitted.All other persons inheriting the Property shall be an “Inheriting Owner.”The
Inheriting Owner shall provide the City with income and other information,to be verified by the
City,so that the City may determine if the Inheriting Owner qualifies as an Eligible Purchaser.
(2)If the City determines that the Inheriting Owner is an Eligible Purchaser,
such Inheriting Owner shall be permitted to take ownership of the Property provided that the
Inheriting Owner shall enter into a new agreement,note,and deed of trust,in a form determined
by the City,for a new Term and comply with all obligations under those documents,including
occupancy of the Property as his or her principal place of residence.
(3)If the Inheriting Owner fails to qualify as an Eligible Purchaser or does not
provide the City with information to determine if the Inheriting Owner is an Eligible Purchaser,
he or she shall be required to Transfer the Property to an Eligible Purchaser at a price not
exceeding the Maximum Resale Price,and/or the City may exercise the Option;provided,that if
the Inheriting Owner is a minor child,such Inheriting Owner and his or her legal guardian may
occupy the Property for the time period prescribed by Probate Code Section 6500 without the
City determining that the legal guardian of any such Inheriting Owner is an eligible purchaser.
(4)Failure of an Inheriting Owner to follow the procedures and file the
notices described in this Section 5.C shall constitute a Default under this Agreement and the City
may then exercise any of the remedies available to it,including,without limitation,exercise of
the Option.
D.Notice of Permitted Transfer.Owner shall provide notice to the City of any
transfers described in Sections 5.B and 5.C of this Agreement within thirty (30)days of the date
of transfer.
E.Transfer to Inter Vivos Revocable Trust.With the prior written approval of the
City,the Property may be transferred to an inter vivos revocable trust where the Owner is the
beneficiary,trustor,and trustee of the trust;except that if the Owner lacks capacity and is subject
to a conservatorship,a third party trustee may be named.The trust must contain language
$95\16\1879533.1
reasonably acceptable to the City describing the restrictions of this Agreement.Transfer of the
Property to any other form of trust is prohibited and shall constitute a Default.
6.GRANT OF OPTION TO PURCHASE;ASSIGNMENT OF OPTION BY CITY
A.Grant of Option.In consideration of the economic benefits received by the Owner
resulting from purchase and ownership of the Property at the Affordable Housing Cost.Owner
hereby grants and gives to the City a right to purchase all of Owner’s right,title,and interest in
and to the Property (“Option”)for the Maximum Resale Price,calculated as provided in Section
8 below,upon the occurrence of either of the following:
(1)The City receives an Owner’s Notice of Intent to Transfer (defined in
Section 7.A of this Agreement);or
(2)The City declares a Default as provided in Section 12 of this Agreement.
B.Assignment of Option.The City may,instead of purchasing the Property itself,
assign the Option to another public agency,a nonprofit corporation,or to an Eligible Purchaser
(each a “Designated Purchaser”).
C.Exercise of Option.The City acknowledges and agrees that the Option shall only
be exercised for the purpose of retaining the Property as an affordable housing unit as provided
in Section 13.
D.Option Term.The term of the Option extends for the Term of this Agreement.
The City’s rights to exercise the Option shall survive any Transfer of the Property by the Owner
in violation of this Agreement.As long as the Option has not been expressly abandoned,any
actual or attempted Transfer of the Property in violation of the terms and conditions of this
Agreement shall be a Default and shall be voidable at the election of the City.
E.HUD-Insured and VA-Guaranteed Mortgages.Notwithstanding the above,if
Owner has acquired the Property by a mortgage insured by the Secretary of the United States
Department of Housing and Urban Development (“HUB”)or guaranteed by the Secretary of the
Department of Veteran’s Affairs (“VA”),and a notice of default under such mortgage has been
recorded pursuant to California Civil Code Section 2924 (or successor provisions),this Option
shall automatically terminate if title to the Property is transferred to HUB or the VA by
foreclosure or deed-in-lieu of foreclosure under such mortgage,or if the insured mortgage is
assigned to the Secretary of HUD or VA.
7.NOTICE OF LNTENDED SALE OR TRANSFER
A.Transfer Notice.In the event the Owner intends to Transfer or vacate the Property,
the Owner shall promptly give the City written notice of such intent (the “Owner’s Notice of
Intent to Transfer”).in the form shown in Exhibit C attached to this Agreement.The Owner shall
give the City the Owner’s Notice of Intent to Transfer prior to notifying real estate brokers or
lenders of Owner’s intent to Transfer the Property and prior to listing of the Property on the
Multiple Listing Service.The Owner’s Notice of Intent to Transfer shall be sent to the City by
certified mail,return receipt requested at the address provided in Section 26 of this Agreement.
$95\16\I$79533.I
B.Real Estate Broker.The Owner should not contract with a real estate broker to
sell the Property until the Owner has received the City Response Notice as provided in Section
7.8 below,as the services of a broker will not be required if the City exercises the Option to
purchase the Property.
C.City Response Notice.The City shall respond in writing (the “City Response
Notice”)to the Owner’s Notice of Intent to Transfer within thirty (30)days of City receipt of a
complete Owner’s Notice of Intent to Transfer.The City Response Notice shall inform the
Owner of the City’s election to proceed under one of the following two alternatives:
(1)City Exercise of Option.The City Response Notice may notify the Owner
that the City elects to exercise the Option,or assign the Option to a Designated Purchaser,and
shall include the City’s calculation of the Maximum Resale Price to be paid by the City as
provided in Section $below.The City may choose to assign the Option to a Designated
Purchaser at any time after the City has decided to exercise the Option but before the close of
escrow.
(2)City Determination Not to Exercise Option.Alternatively,the City
Response Notice may notify the Owner that the City elects not to exercise the Option.In this
event,the Owner may sell the Property subject to the provisions of Section 9.The City
Response Notice shall include an information packet regarding the Property and the sale process
for distribution to applicants on the BMR Program waiting list maintained by the City.
D.Preparation for Sale Procedure.following delivery to the City of the Owner’s
Notice of Intent to Transfer,the Owner shall prepare the Property for sale,as follows:
(1)within thirty (30)days of delivery of the Owner’s Notice of Intent to
Transfer,the Owner shall obtain and deliver to the City a current written report of inspection of
the Property by a licensed structural pest control operator,and within the sooner of (a)sixty (60)
days from the date of delivery of the Owner’s Notice of Intent to Transfer,or (b)prior to close of
escrow on the Transfer,the Owner shall repair all Section 1 deficiencies noted in the pest report
including damage caused by infestation or infection by wood-destroying pests;
(2)within thirty (30)days of the date of the Owner’s Notice of Intent to
Transfer,the Owner shall allow the City to inspect the Property to determine its physical
condition,and,within the sooner of (a)sixty (60)days from the date of the inspection report,or
(b)prior to close of escrow on the Transfer,the Owner shall repair all damage and deferred
maintenance noted in the inspection report;
(3)if the Property is vacant,the Owner shall maintain the Property,including
the exterior Landscaping,in good condition and shall maintain utility connections until the close
of escrow on the Transfer;
(4)in the event of exercise of the Option by the City,the Owner shall permit a
final walk-through of the Property by the City or the Designated Purchaser in the final three (3)
days prior to close of escrow on the Transfer.
895\16\1879533.1
The Owner shall cooperate with the City throughout the process for preparing the
Property for sale described in this Section 7.D in promptly providing all information requested
by the City to assist the City in preparing the Property for sale.
E.Escrow.If the City Response Notice notifies the Owner that the City intends to
exercise the Option,the City or the Designated Purchaser shall open an escrow account for its
purchase of the Property.Close of escrow shall take place on such date which is the later to
occur of the following:(a)ninety (90)days after the date of the City Response Notice,or (b)ten
(10)days after Owner has done all acts and executed all documents required for close of escrow.
F.Deposit of funds Into Escrow.Prior to the close of escrow,the City or the
Designated Purchaser shall ensure that funds are deposited to pay the Maximum Resale Price of
the Property.All Advances previously paid by the City shall be repaid from escrow.“Advances”
include any payment by the City of costs including,but not limited to,principal,interest,taxes,
assessments,insurance premiums,homeowners’fees,and associated late fees,costs,interest,
attorneys’fees,costs of investigation (including but not limited to costs of investigating
compliance with the owner occupancy requirements of Section 2),pest inspections,resale
inspections,and other expenses related to the Property.which Owner has failed to pay or has
permitted to become delinquent or which are required to remove liens and encumbrances as
provided in Section 7.G below or which are otherwise due to the City.Closing costs and title
insurance shall be paid by City or its Designated Purchaser and Owner pursuant to the custom
and practice in the County of Santa Clara at the time of the opening of escrow,or as may be
provided otherwise by mutual agreement.Owner agrees to do all acts and execute all documents
necessary to enable the close of escrow and Transfer of the Property to the City or its Designated
Purchaser.
G.Removal of Exceptions to Title.The Owner shall convey title to the Property at
the close of escrow free and clear of any mortgage,lien,or other encumbrance,unless approved
in advance in writing by the City or its Designated Purchaser.If the amounts deposited into
escrow by the City or its Designated Purchaser are not sufficient to satisfy all liens and
encumbrances recorded against the Property,then the Owner shall deposit into escrow the
additional sums that are required to remove the liens and encumbrances.
K.No Obligation.In no event shall the City become liable or obligated in any
manner to Owner by reason of the assignment of the Option,nor shall the City be in any way
liable or obligated to Owner for any failure of the Designated Purchaser to consummate a
purchase of the Property or to comply with the terms of this Option,or any escrow instructions
or agreement for the purchase of the Property.
8.DETERMINATION OF MAXIMUM RESALE PRICE
If the City exercises the Option,the maximum sales price (the “Maximum Resale Price”)
that the Owner shall receive for purchase of the Property shall be the LESSER of the Indexed
Price or the Fair Market Value.
$95\16\1879533.1
A.Original Purchase
(1)for purposes of determining the Maximum Resale Value,the date of the
original purchase will be the date documented on the earliest recorded Grant Deed by the
Owner or,where there are multiple owners,any one of the named Owners.
B.Indexed Price.
(1)The “Indexed Price”of the Property is total of(l)the Affordable Housing
Cost of the Property at the time of purchase by the Owner,increased by the one-third of the
percentage of increase in Consumer Price Index,All Urban Consumers,for the San Francisco-
Oakland-San Jose area published by the U.S.Department of Labor,Bureau of Labor Statistics,
from the date of the original purchase of the Property by the Owner to the date of receipt by the
City of the Owner’s Notice of Intent to Transfer,and (2)where applicable,adjustments made as
provided in Section $.A (2)below.
(2)Where applicable,the Indexed Price shall include an upward adjustment
reflecting the depreciated value of any substantial structural or permanent fixed improvements
which the Owner has made to the Property after purchase of the Property.No such adjustment
shall be made except for improvements made or installed by the Owner which conformed with
applicable building codes at the time of installation and whose initial costs,as verified by
invoices,receipts,or similar forms of documentation,exceed $5,000.Improvements meeting the
above requirements are referred to in this Agreement as “Eligible Capital Improvements.”In
addition,the Indexed Price shall be increased by Two Thousand Dollars ($2,000)per year
beginning with the date of the original purchase and subject to subsection (3)of this section,if
the Property has no violations of applicable building,plumbing,electric,fire or housing codes or
any other provisions of the City of Palo Alto Building Code,and all other repairs are made to put
the Property into a “sellable condition”.Items necessary to put the Property into sellable
condition shall be determined by the City,and may include cleaning,painting and making
needed structural,mechanical,electrical,plumbing and fixed appliance repairs and other
deferred maintenance repairs.
(3)Eligible Capital Improvements,if applicable,shall be awarded only once
to the Owner(s)of the Property,in accordance with the provisions of this Agreement,
irrespective of whether there are multiple Owners at the time of the City’s receipt of the Notice
of Transfer.
C.Fair Market Value.
(1)In certain circumstances it may be necessary to determine the fair market
value of the Property without taking account of the resale restrictions imposed by this Agreement
(the “fair Market Value”).These circumstances include:(1)where the parties wish to determine
if the Indexed Price exceeds the Fair Market Value in order to determine the Maximum Resale
Price as provided in Section 8;and (2)where the Owner is selling the Property to an purchaser at
an unrestricted price as provided in Section 9.
(2)If it is necessary to determine the fair Market Value of the Property,it
shall be determined by a certified MAI or other qualified real estate appraiser approved in
advance by the City.If possible,the appraisal shall be based upon the sales prices of comparable
895\16\1879533.1
properties sold in the market area during the preceding three (3)-month period.The cost of the
appraisal shall be shared equally by the City and the Owner,unless the appraisal is obtained from
a new purchaser,or unless the appraisal is necessary because the Owner wishes to refinance the
First Lender Loan or take out a new subordinate loan as provided in Section 11,in which event
the Owner shall pay the cost of the appraisal.
(3)Nothing in this Section shall preclude the Owner and the City from
establishing the fair Market Value of the Property by mutual agreement in lieu of an appraisal.
9.SALE Of HOME BY OWNER If CITY DOES NOT EXERCISE OPTION TO
PURCHASE
In the event the City Response Notice notifies the Owner that the City does not want to
exercise the Option or assign it to a Designated Purchaser,the Owner may elect to sell the
Property to a purchaser at unrestricted fair market value.The City shall reconvey the liens of this
Agreement and the City Deed of Trust and cancel the City Note,provided that the Owner pays
the Excess Sales Proceeds to the City as provided in Section 10 below and provide the City with
the following documentation associated with such a Transfer:
A.The name and address of the purchaser;
B.The final sales contract and all other related documents which shall set forth all
the terms of the sale of the Property,including a HUD-1 Settlement Statement.Said documents
shall include at least the following terms:(a)the sales price;and (b)the price to be paid by the
purchaser for the Owne?s personal property,if any,for the services of the Owner,if any,and any
credits,allowances or other consideration,if any.
C.A written certification,from the Owner and the purchaser in a form acceptable to
the City,that the sale shall be closed in accordance with the terms of the sales contract and other
documents submitted to and approved by the City.The certification shall also provide that
neither the purchaser nor any other party has paid or will pay to the Owner,and the Owner has
not received and will not receive from the purchaser or any other party,money or other
consideration,including personal property,in addition to what is set forth in the sales contract
and documents submitted to the City.The written certification shall also include a provision that
in the event a Transfer is made in violation of the terms of this Agreement or false or misleading
statements are made in any documents or certification submitted to the City,the City shall have
the right to foreclose on the Property or file an action at law or in equity as may be appropriate.
In any event,any costs,liabilities or obligations incurred by the Owner and the purchaser for the
return of any moneys paid or received in violation of this Agreement or for any costs and legal
expenses,shall be borne by the Owner and/or the purchaser and they shall hold the City harmless
and reimburse their expenses,legal fees and costs for any action they reasonably take in good
faith in enforcing the terms of this Agreement.
D.A copy of the MAI or other qualified appraisal for the Property.
E.Upon the close of the proposed sale,a copy of the final sales contract,HUD-l
Settlement Statement,escrow instructions,and any other documents which the City may
reasonably request.
895\16\1879533.1
10.PAYMENT TO CITY OF EXCESS SALES PROCEEDS
A.Excess Sale Proceeds.If the Owner Transfers the Property at an unrestricted price
as provided in Section 9 above,or if the Owner makes a Transfer in violation of this Agreement,
the Owner shall pay the Excess Sales Proceeds to the City.For purposes of this Agreement,
‘Excess Sales Proceeds”shall mean the amount by which the gross sales proceeds received by
the Owner from the new purchaser exceed the Maximum Resale Price for the Property.However,
if the Owner Transfers the Property as provided in Section 9 and is otherwise not in Default
under this Agreement,the amount of Excess Sales Proceeds due to the City shall be reduced by
the amount of any actual closing costs and real estate commission paid by the Owner at Transfer,
up to a maximum of six percent (6%)of gross sales proceeds.
B.The amount of any Excess Sales Proceeds shall be a debt of the Owner to the City,
evidenced by this Agreement,secured by the City Deed of Trust.The Owner acknowledges that
the City shall have no obligation to cause release or reconveyance of this Agreement or of the
City Deed of Trust until the Excess Sales Proceeds are paid to the City.The City shall utilize the
Excess Sales Proceeds for City affordable housing programs.The Owner and the City
acknowledge that the formula for calculation of the amount of Excess Sales Proceeds due from
the Owner to the City is intended to cause the Owner to receive the same net sales proceeds from
sale of the Property at an unrestricted price to an purchaser in conformance with this Agreement
as the Owner would receive from sale of the Property to the City or to an eligible purchaser at
the Maximum Resale Price.
11.REFINANCE OF FIRST LENDER LOAN;NEW SUBORDINATE LOANS
A.City Consent Required.The Owner covenants and agrees not to place any
additional mortgage or deed of trust,including any line of credit,on the Property without
obtaining prior written consent of the City.A form for use by the Owner in requesting City
subordination to a refinanced first Lender loan or requesting consent for a subordinate loan is
attached as Exhibit D to this Agreement.
B.Permitted Encumbrance Amount.The “Permitted Encumbrance Amount”,is
defined as the greater of:(i)ninety percent (90%)of the Maximum Resale Price,or (ii)the
remaining balance of the original First Lender Loan:provided,however,that the City may,in its
sole discretion,permit a greater encumbrance amount if a greater encumbrance amount would
prevent substantial hardship to the Owner.
C.Refinance.The City shall permit a prepayment and refinance of the first Lender
Loan and shall agree to subordinate this Agreement and the City Deed of Trust to the refinanced
First Lender Loan provided that:
(I)following such refinance,the principal amount of all debt secured by the
Property does not exceed the Permitted Encumbrance Amount;
(2)The refinanced First Lender Loan is a fully amortized fixed rate loan,is
frilly documented,has a term not exceeding thirty (30)years,and requires no balloon payments;
895\16\1879533.I
(3)If the remaining balance of the original First Lender Loan exceeds ninety
percent (90%)of the Maximum Resale Price,then the refinanced First Lender Loan reduces the
Owner’s principal and interest payments;and
(4)The total new housing cost to the Owner after the refinance does not
exceed the Owner’s ability to pay.
D.Subordinate Loans.Subordinate loans,including second or junior loans and
equity tines of credit,are not permitted except as expressly approved by the City in writing.The
City shall permit only those subordinate loans that conform to the following:
(1)Following the addition of the subordinate loan (calculated assuming a
maximum permitted draw on any equity line of credit),the principal amount of all debt secured
by the Property shall not exceed the greater of:(i)seventy-five percent (75%)of the Maximum
Resale Price,or (ii)the remaining balance of the original First Lender Loan;provided,however,
that the City may,in its sole discretion,permit a greater encumbrance amount if a greater
encumbrance amount would prevent substantial hardship to the Owner.
(2)The subordinate loan is a fully amortized fixed rate loan,is fully
documented,has a term not exceeding thirty (30)years,and requires no balloon payments;and
(3)The total new housing cost to the Owner after the addition of the
subordinate loan does not exceed the Owner’s ability to pay.
E.Request for Notice of Default.As a condition for subordination of the City Deed
of Trust or approval of a subordinate loan,a request for notice of default and notice of sale
regarding the refinanced first Lender Loan or subordinate loan shall be recorded in the Office of
the Recorder of the County of Santa Clara for the benefit of the City.
F.Purpose of Restrictions.The City and the Owner agree that the requirements of
this Section 11 are necessary to ensure the continued affordability of the Property to Owner and
to minimize the risk of loss of the Property by Owner through default and foreclosure of
mortgage loans.Owner further acknowledges that violation of the provisions of this Section 11
shall constitute a Default under this Agreement.
12.DEFAULTS
A.Events Constituting Default.The following events shall constitute a “Default”by
the Owner under this Agreement:
(1)The City determines that the Owner has made a misrepresentation to
obtain the benefits of purchase of the Property or in connection with its obligations under this
Agreement;
(2)The Owner fails to owner occupy the Property,as required by Section 2
above;
$95\16\1 579533.1
(3)The Owner rents or leases the Property,not in compliance with Section 3
above;
(4)The Owner actuaLly Transfers,or attempts to Transfer,the Property in
violation of this Agreement;
(5)The Owner fails to provide information to the City necessary to determine
Owner’s compliance with the requirements of this Agreement.
(6)Judicial foreclosure proceedings are commenced regarding the Property;
(7)A notice of default is issued under any financing secured by the Property,
or the City receives any other notice of default as provided in Civil Code Section 2924b,or the
Owner is in default on any other financing secured by the Property.
(8)The Owner executes any deed in lieu of foreclosure transferring ownership
of the Property;
(9)A lien is recorded against the Property other than the lien of the First
Lender Loan,the City Loan,or a loan approved by the City as provided in Section 11.D;or
(10)The Owner otherwise fails to comply with the requirements of this
Agreement,the City Note,or the City Deed of Trust.
B.Remedies.Upon a declaration of Default by the City under this Agreement,the
City may exercise any remedies at law or in equity,including without limitation any or all of the
following,none of which shall be an exclusive remedy:
(1)Declare all sums due under the City Note immediately due and payable
without further demand;
(2)Declare a default under the City Note;
(3)Invoke the power of sale under the City Deed of Trust;
(4)Apply to a court of competent jurisdiction for such relief at law or in
equity as may be appropriate;
(5)Take such enforcement action as is authorized under the Palo Alto
Municipal Code;
(6)Declare a Default under the City Note and City Deed of Trust and pursue
all City remedies under the City Deed of Trust;and
(7)Exercise the Option as provided in Section 13 of this Agreement.
C.Notice and Cure.
$95\16\1879533.1
(1)The City may give written notice to the Owner specifying the nature of
any violation.If the violation is not corrected to the satisfaction of City within a reasonable
period of time,not longer than thirty (30)days after the date the notice is mailed,or within such
further time as the City may provide at its sole discretion,the City may declare a Default under
this Agreement by written notice to Owner (“Declaration of Default”).However,if the Owner is
in default under any financing secured by the Property,the City may send a Declaration of
Default upon receipt of any notice given to the City as provided in Civil Code Section 2924b or
through any other means and may exercise its remedies upon Default as provided in this Section
and Section 13.
(2)The City shall notify the first Lender in the manner set forth in Section 26
of this Agreement if the City has sent a Declaration of Default under this Agreement or declared
a Default under the City Note or the City Deed of Trust.
D.Recordation of Requests for Notice.Requests for notice of default and any notice
of sale under any deed of trust or mortgage with power of sale encumbering the Property shall be
recorded by the City in the Office of the Recorder of the County of Santa Clara for the benefit of
the City.
13.EXERCISE OF OPTION UPON DEFAULT
A.Exercise of Option.The City shall have thirty (30)days after issuing a
Declaration of Default to notify Owner and First Lender of its intent to exercise the Option.Not
later than ninety (90)days after the City has notified the Owner of its intent to exercise the
Option under this Section,Owner and the City shall complete all acts and execute all documents
necessary to enable the close of escrow and transfer of the Property to the City,including but not
limited to removal of all exceptions to title as required by Section 7.G.If Owner has cured all
Defaults prior to close of escrow,City and Owner,at City’s sole discretion,may by written
agreement determine that City shall not exercise the Option.
B.Court Order.If there is a stay or injunction imposed by court order precluding the
City from exercising the Option within the applicable time period,then the running of such
period shall be tolled until such time as the stay is lifted or injunction dissolved and the City has
been given written notice thereof,at which time the period for exercise of the Option shall again
begin to run.
C.Right of City to Reinstate Mortgages.In the event of default and foreclosure,the
City shall have the same right as the Owner to cure defaults and redeem the Property prior to the
foreclosure sale and shall be deemed to be Owner’s successor in interest under California Civil
Code Section 2924c (or successor sections)solely for the purposes of reinstating any mortgage
on the Property that has Led to the recordation of the notice of default.As Owner’s deemed
successor in interest,the City shall be entitled,but not required,to pay all amounts of principal,
interest,taxes,assessments,insurance premiums,advances,costs,attorneys’fees and expenses
required to cure the default.Nothing herein shall be construed as creating any obligation of the
City to cure any such default,nor shall this right to cure and redeem operate to extend any time
limitations in the default provisions of the underlying deed of trust or mortgage.
14.NONLIABILITY OF THE CITY
$95\16\1$79533.1
A.No Obligation to Exercise Option.The City shall have no obligation to exercise
any Option granted it under this Agreement.In no event shall the City become in any way liable
or obligated to the Owner or any successor-in-interest to the Owner by reason of the Option,nor
shall the City be in any way obligated or liable to the Owner or any successor-in-interest to the
Owner for any failure to exercise the Option.
B.Nonliability for Negligence,Loss,or Damage.Owner acknowledges,understands
and agrees that the relationship between the City and the Owner is solely that of a property
owner and the administrator of an affordable housing program,and the City does not assume any
responsibility for or duty to the Owner to select,review,inspect,supervise,pass judgment on,or
inform Owner of the quality,adequacy or suitability of the Property or any other matter.The
City owes no duty of care to protect Owner against negligent,faulty,inadequate or defective
building or construction or any condition of the Property,and the Owner agrees that neither
Owner,or Owner’s heirs,successors or assigns shall ever claim,have or assert any right or action
against the City for any loss,damage or other matter arising out of or resulting from any
condition of the Property and will hold the City harmless from any liability,loss or damage for
these things.
C.Indemnity.Owner agrees to defend,indemnify,and hold the City and its officers,
employees,agents,board members and/or council members harmless from all losses,damages,
liabilities,claims,actions,judgments,costs,and reasonable attorneys’fees that the City may
incur as a direct or indirect consequence of:(I’)Owner’s Default,performance,or failure to
perform any obligations as and when required by this Agreement or the City Deed of Trust;or (2)
the failure at any time of any of Owner’s representations to the City to be true and correct.
15.RESTRICTIONS ON FORECLOSURE PROCEEDS
If a creditor acquires title to the Property through a deed in lieu of foreclosure,a trustee’s
deed upon sale,or otherwise,the Owner shall not be entitled to the proceeds of sale to the extent
that such proceeds otherwise payable to the Owner when added to the proceeds paid or credited
to the creditor exceed the Maximum Resale Price.The Owner shall instruct the holder of such
excess proceeds to pay such proceeds to the City (in addition to any other amounts due the City
from the Owner under this Agreement),in consideration of the benefits received by the Owner
through purchase of the Property at Affordable Housing Cost.
16.RESTRICTION ON INSURANCE PROCEEDS
If the Property is damaged or destroyed and the Owner elects not to rebuild or repair the
Property,the Owner shall pay the City the portion of any insurance proceeds received by the
Owner for such destruction or damage which is in excess of the Maximum Resale Price
calculated as provided in Section 8 above.
17.TERM Of AGREEMENT
Alt the provisions of this Agreement,including the benefits and burdens,run with the
Property and this Agreement shall bind,and the benefit hereof shall inure to,the Owner,his or
her heirs,legal representatives,executors,successors in interest and assigns,and to the City and
its successors,until the earlier of(i)fifty-nine (59)years from the date of purchase of the
895\16\1 879533.1
Property by Owner;(ii)the date of Transfer of the Property to an Eligible Purchaser or an
Inheriting Owner where the Eligible Purchaser or Inheriting Owner enters into a new agreement,
note,and deed of trust in a form determined by the City;or (iii)the date of Transfer of the
Property to another purchaser at an unrestricted price and payment of all principal and interest
due under the City Note,including but not limited to payment of all Excess Sales Proceeds (the
“Term”).
18.SUPERIORITY OF AGREEMENT
The Owner covenants that he or she has not,and will not,execute any other agreement
with provisions contradictory to or in opposition to the provisions of this Agreement,and that,in
any event,this Agreement is controlling as to the rights and obligations between and among the
Owner,the City and their respective successors.further,this Agreement shall supersede any and
all deed restrictions or similar conditions limiting the right of resale previously imposed on the
Property pursuant to the City’s BMR Program.
19.SUBORDINATION
Notwithstanding any other provision herein,the provisions of this Agreement and the
City Deed of Trust shall be subordinate to the lien of the first Lender Deed of Trust and shall not
impair the rights of the First Lender in the event of default under the First Lender Deed of Trust
by the Owner.Such remedies under the first Lender Deed of Trust include the right of
foreclosure or acceptance of a deed or assignment in lieu of foreclosure.After such foreclosure
or acceptance of a deed in lieu of foreclosure,this Agreement and the City Deed of Trust shall be
forever terminated and shall have no further effect as to the Property or any transferee thereafter;
provided,however,if the holder of such First Lender Deed of Trust acquires title to the Property
pursuant to a deed or assignment in lieu of foreclosure,this Agreement and the City Deed of
Trust shall automatically terminate upon such acquisition of title,oniy if(i)the City has been
given written notice of default under such First Lender Deed of Trust with a sixty (60)-day cure
period (which requirement shall be satisfied by recordation of a notice of default under
California Civil Code Section 2924)and (ii)the City shall not have cured the default within such
sixty (60)-day period or commenced to cure and given its firm commitment to complete the cure
in form and substance acceptable to the First Lender.
20.NONDISCRIMINATION
The Owner covenants by and for itself and its successors and assigns that there shall be
no discrimination against or segregation of a person or of a group of persons on account of race,
color,religion,creed,age,disability,sex,sexual orientation,marital status,ancestry or national
origin in the sale,transfer,use,occupancy,tenure or enjoyment of the Property,nor shall the
Owner or any person claiming under or through the Owner establish or permit any such practice
or practices of discrimination or segregation with reference to the use,occupancy,or transfer of
the Property.The foregoing covenant shall run with the land.
21.RIGHTS Of HUD,CALHFA AND VA
Notwithstanding any other provision in this Agreement to the contrary,this Agreement
shall not diminish or affect the rights of HUD,the California Housing Finance Agency
895\16\1879533.1
(“CalHFA)or the VA under the First Lender Deed of Trust insured by HUD,held by Ca1HFA,
or guaranteed by the VA and utilized to purchase the Property or recorded against the Property in
compliance with Section ii above.Notwithstanding any other provision in this Agreement to the
contrary,all of the provisions of this Agreement shall terminate and have no further force and
effect if the title is acquired by FEUD,Ca1HFA,or the VA,or another party upon foreclosure of a
deed of trust securing a loan insured by HUD,held by CaIHFA,or guaranteed by the VA.
22.HUD FORBEARANCE RELIEF
Notwithstanding any other provision of this Agreement,the Option as provided in
Section 6 above shall not be exercised by the City when a deed of trust insured by HUD is
secured by the Property,and:(i)the owner is undergoing consideration by HUD for assignment
forbearance relief or (ii)the owner is undergoing consideration for relief under HUD’s
Temporary Mortgage Assistance Payment (“TMAP”)program.
23.INVALID PROVISIONS
If any one or more of the provisions contained in this Agreement shall for any reason be
held to be invalid,illegal or unenforceable in any respect,then such provision or provisions shall
be deemed severable from the remaining provisions contained in this Agreement,and this
Agreement shall be construed as if such invalid,illegal or unenforceable provision had never
been contained herein.
24.CONTROLLING LAW
The terms of this Agreement shall be interpreted under the laws of the State of California.
The venue for any legal action pertaining to this Agreement shall be Santa Clara County,
California.
25.NO WAIVER
No delay or omission in the exercise of any right or remedy of City upon any default by
Owner shall impair such right or remedy or be construed as a waiver.The City’s failure to insist
in any one or more instance upon the strict observance of the terms of this Agreement shall not
be considered a waiver of the City’s right thereafter to enforce the provisions of the Agreement.
The City shall not waive its rights to enforce any provision of this Agreement unless it does so in
writing,signed by an authorized agent of the City.
26.NOTICES
All notices required herein shall be sent by certified mail,return receipt requested,
express delivery service with a delivery receipt,or personal delivery with a delivery receipt and
shall be deemed to be effective as of the date received,the date delivery was refused,or the date
returned as undeliverable as indicated on the return receipt as follows:
To the Owner:
At the address of the Property.
895\16\1 $79533.I
To the City:-
City of Palo Alto
250 Hamilton Avenue
Palo Alto,CA 94301
Attn:City Attorney
With a copy to:
PARC Housing Services,LLC
2595 East Bayshore Road #200
Palo Alto,CA 94303
Attn:BMR Housing Administrator
To the First Lender:
[To be inserted]
The parties may subsequently change addresses by providing written notice of the change in
address to the other parties in accordance with this Section.
27.CITY APPROVAL
The City Manager or his or her designee is authorized on behalf of the City to deliver any
approvals or consents that this Agreement requires.The City,in its sole discretion,may assign
its duties under this Agreement to a third party.
2$.[NTERPRETAT[ON OF AGREEMENT
The terms of this Agreement shall be interpreted so as to avoid speculation on the
Property and to insure to the extent possible that its sales price and mortgage payment remain
affordable to persons and families of lower or moderate income,as applicable.
29.COVENANTS RUNNING WITH THE LAND
A.Owner hereby subjects the Property to the covenants and restrictions set forth in
this Agreement.Owner hereby declares its express intent that the covenants and restrictions set
forth herein shall be deemed covenants running with the land and shall pass to and be binding
upon all parties having any interest in the Property throughout the Term of this Agreement.Each
and every contract,deed,lease or other instrument covering,conveying or otherwise transferring
the Property or any interest therein,as the case may be,shall conclusively be held to have been
executed,delivered and accepted subject to this Agreement regardless of whether the other party
or parties to such contract have actual knowledge of this Agreement.
B.The Owner and the City hereby declare their understanding and intent that:(i the
covenants and restrictions contained in this Agreement shall be construed as covenants running
with the land as provided in California Civil Code Section 1468 and not as conditions which
might result in forfeiture of title by Owner;(ii)the burden of the covenants and restrictions set
895\16\1879533.1
forth in this Agreement touch and concern the Property in that the Owner’s legal interest in the
Property may be rendered less valuable thereby;and (iii)the benefit of the covenants and
restrictions set forth in this Agreement touch and concern the land by enhancing and increasing
the enjoyment and use of the Property by eligible purchasers,the intended beneficiaries of such
covenants and restrictions.
C.All covenants and restrictions contained herein without regard to technical
classification or designation shall be binding upon Owner for the benefit of the City and eligible
purchasers and such covenants and restrictions shall run in favor of such parties for the entire
period during which such covenants and restrictions shall be in force and effect,without regard
to whether the City is an owner of any land or interest therein to which such covenants and
restrictions relate.
30.SPECIFIC PERFORMANCE
Owner acknowledges that any breach in Owner’s performance of Owner’s obligations
under this Agreement shall cause irreparable harm to the City.Owner agrees that the City is
entitled to equitable relief in the form of specific performance upon its exercise of the Option,
and that an award of damages shall not be adequate to compensate the City for Owner’s failure to
perform according to the terms of this Agreement.
31.OWNER’S ACKNOWLEDGEMENT Of RESALE RESTRICTION
Owner acknowledges and agrees that:
A.This Agreement places certain restrictions and limits the price for which Owner
may sell the Property.Owner may not enjoy the same economic or other benefits from owning
the Property that Owner would enloy if this Agreement did not exist.
B.Absent the provisions of this Agreement.the Property could not be made
available to eligible purchasers,such as the Owner,at an affordable price.
C.Owner understands all of the provisions of this Agreement.Owner agrees to the
provisions of this Agreement with the understanding that this Agreement will remain in full force
and effect as to the Property throughout the Term of this Agreement.
D.OWNER UNDERSTANDS THAT THE DETERMINATION OF THE
MAXIMUM RESALE PRICE OF THE PROPERTY CAN BE MADE ONLY AT THE TIME
Of THE PROPOSED TRANSFER,TAKING INTO CONSIDERATION INCREASES IN THE
CONSUMER PRICE INDEX.WHICH CANNOT BE ACCURATELY PREDICTED,AND
THAT THE SALES PRICE MAY NOT INCREASE OR DECREASE IN THE SAME
MANNER AS OTHER SIMILAR PROPERTY WHICH IS NOT ENCUMBERED BY THIS
AGREEMENT.OWNER FURTHER ACKNOWLEDGES THAT IN SETTING THE SALES
PRICE OF THE PROPERTY,THE PRIMARY OBJECTIVE OF THE CITY ANT)THIS
AGREEMENT IS TO PROVIDE HOUSING TO ELIGIBLE PURCHASERS AT
AFFORDABLE HOUSING COST.THE MAXIMUM RESALE PRICE WILL ALMOST
CERTAINLY BE LESS THAN THAT OF OTHER SIMILAR PROPERTIES THAT HAVE NO
RESTRICTIONS.
$95\16\1$79533.1
Initialed by Owner(s)
[Signatures follow on Subsequent Page]
$95\16\1879533.1
IN WITNESS WHEREOF,the parties have executed this Agreement on or as of the date
first written above.
CITY:OWNER:
CITY OF PALO ALTO,a California
chartered municipal corporation
By:_____________________________By:________________________________
Title:City Manager Title:___________________________________
(Type Name)
APPROVED AS TO FORM:
895\16\1879533.1
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.
State of___________________________
County of
________________
On the
_________________________before
me,a Notary Public,
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.
Signature:
________________________________
Name:
_________________________________
(Typed or Printed)(Seal)
Homebuyers Resale Restriction Agreement October2016
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.
State of___________________________
County of
_________________
On the
_________________________before
me,a Notary Public,
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.
Signature:
______________________________
Name:
_________________________________
(Typed or Printed)(Seal)
Homebuyers Resale Restriction Agreement October 2016
EXHIBIT A
Legal Description of the Property
Homebuyers Resale Restriction Agreement A—I October2016
EXHIBIT B
Form of Owner Occupancy Certification
To:City of Palo Alto (“City”)
from:
___________________________________________
(“Owner”)
Property Address:
_______________________________________
(“Property”)
Date:
_________________________________________
By signature below,I
____________________
tinsert name or names of OwnerJ hereby
certify to the City under penalty of perjury that I/we occupy the Property located at
___________________________________________
tinsert address](the “Property”)as my/our
principal place of residence and that I/we have lived in and physically occupied the Property for
_______________
Li tinsert number]months of the calendar year
______________
tinsert
previous calendar year].Attached to this letter is a copy of my homeowners property tax
exemption showing my place of residence.
The Owner hereby certifies that the above information is true and correct and this Owner
Occupancy Certification is signed under penalty of perjury on
____________
—,20_.
By:________________________
Owner ttype name]
By:___________________________
Owner ttype name]
Due Date:February 1 of each calendar year.
Attach copy of property tax bill showing address of Property.
Homebuyers Resale Restnction Agreement B—i October 2016
EXHIBIT C
Form of Owner’s Notice of Intent to Transfer
To:City of Palo Alto (“City”)
From:
___________________________________________
(“Owner”)
Property Address:
_______________________________________
(“Property”)
Date:
_________________________________________
Please be notified that the Owner intends to transfer the Property listed above.
A.The following information is provided to the City as provided in Section 7 of the Resale
Agreement:
I.Address of Property:
__________________________________________________
2.Date Owner purchased Property:
_______________________________________
3.Affordable Housing Cost when Property was purchased:
___________________
4.Date Owner intends to vacate Property:
__________________________________
5.Date Property will be placed on market:
________________________________
6.Name and phone number of person for City to contact to schedule inspection:
______________________
and
____________________
(name)(phone number)
B.As required by Section 9 of the Resale Restriction Agreement,the following documents
are attached to this Notice:
I.Copy of HUD-I Settlement Statement from Owner’s purchase of the Property
2.If Owner has made Eligible Capital Improvements to the Property that Owner
wishes to include in the City’s calculation of Indexed Price,check box below
Homebuyers Resale Restriction Agreement C—I October 2016
Yes,I have made Eligible Capital Improvements as provided in Section $.A.2 of the
Resale Agreement.They are
________________
tdescribe improvementsJ and were completed
on
_______________
[insert dateJ.I attach the following documents to this letter:
a.copy of City letter granting prior approval of these improvements;
b.evidence of cost of these improvements;
c.appraisal showing value added to Property by the improvements.
C.I have not yet listed the Property for sale with a multiple listing service,or contacted a
real estate broker or financial institution.I agree to prepare the Property for sale
by:______________
1.obtaining a pest control report within thirty (30)days of the date of this notice,
2.repairing all damage noted in the pest report within the sooner of:(i)sixty (60)
days from the date of this notice,or (ii)two (2)weeks prior to close of escrow or
the transfer of the Property,
3.allowing the City to inspect the Property within thirty (30)days of this notice,
4.if requested by the City following the City’s inspection,I will obtain a home
inspection report from a licensed home inspector,
5.maintaining utility connections until the Property is transferred,
6.permitting a walk through by the City prior to close of escrow or the transfer.
This Owner’s Notice of Intent to Transfer is certified by Owner to be true and correct and is
signed on
______________________________
tinsert dateJ under penalty ofperjury.
By:_________________________
Owner
By:________________________
Owner
Homebuyers Resale Restriction Agreement C—2 October 2016
EXHIBIT D
Form of Owner Request for City Subordination to Refinance First Lender Loan or for
Subordinate Loan
To:City of Palo Alto (“City”)
from:
___________________________________________
(“Owner”)
Property Address:
_______________________________________
(“Property”)
Date:
_________________________________________
The Owner hereby requests the City to approve the Owner’s refinance of the existing First
Lender Loan on the Property [provide information for all First Lender Loans if more than
one First Lender Loan]and/or approval of a subordinate loan.The Owner provides the
following information which it certifies to be true and correct:
1.Affordable Housing Cost at time of purchase:$_________________
2.Original Principal Balance of existing first Lender Loan:$_________________
3.Interest Rate of Existing First Lender Loan:
or subordinate loan.%
4.Principal Amount of Proposed New first Lender Loan
or subordinate loan:$_________________
5.Interest Rate of Proposed New First Lender Loan
or subordinate loan:%
The Owner hereby certifies the above information is true and correct and this Owner Request is
executed under penalty of perjury on
____________________
tinsert date].
By:______________________________________
Owner
By:______________________________________
Owner
1
Performance Deed of Trust December2018
EXHIBIT E
FORM OF CITY NOTE
NOTICE TO BORROWER:THIS DOCUMENT CONTAINS PROVISIONS
RESTRICTING ASSUMPTIONS.
CITY Of PALO ALTO
PROMISSORY NOTE
Secured by Deed of Trust
(Below Market Rate Purchase Program)
City of Palo Alto,California
Excess Sales Proceeds,
____________________
jDateJ
Excess Rents,and Advances
FOR VALUE RECEIVED,the undersigned
__________________________
(the
“Borrowert’)promises to pay to the City of Palo Alto,a charter municipal corporation (the
“City”),at 250 Hamilton Avenue,Palo Alto,CA 94301,Attn:City Manager,or such other place
as the City may designate in writing,any amounts due to the City as Excess Sales Proceeds,
Excess Rents,and Advances as provided in that Occupancy,Resale,and Refinancing Restriction
Agreement,with Option to Purchase at Restricted Price of even date herewith (the “Resale
Agreement”).
1.Purpose of Note.Borrower is purchasing the property located at
(the “Property”)
pursuant to policies contained in the Housing Element of the City’s General Plan and Chapter
16.65 of the Palo Alto Municipal Code (the “Legal Requirements”)as part of an effort by the
City to create affordable home ownership opportunities for low-income and moderate-income
persons and families.The Legal Requirements provide for the sale of some homes at a price
below fair market value at affordable prices.
Pursuant to the Legal Requirements,the purchase price of the Property has been set below its
unrestricted fair market value so that the Property will be affordable for purchase by moderate
income households.
Because the purchase price has been set below the unrestricted fair market value,the Borrower is
required and has agreed to execute the Resale Agreement,which restricts the price of the
Property upon resale and which requires the Borrower to pay any Excess Sales Proceeds at resale
to the City.In addition,the Resale Agreement prohibits the Borrower from tenting or leasing the
Property except under limited circumstances and requires the Borrower to pay any Excess Rents
to the City.The Resale Agreement also requires the Borrower to pay Advances.This City Note
evidences:(a)the obligation of the Borrower to pay any Excess Rents to the City as provided in
2
Performance Deed of Trust December 2018
the Resale Agreement;(b)the obligation of the Borrower to pay any Excess Sales Proceeds to
the City as provided in the Resale Agreement;and (c)the obligation of the Borrower to pay any
Advances pursuant to the Resale Agreement.
1.Security.This City Note is secured by a deed of trust dated the same date as this
City Note (the “City Deed of Trust”).Borrower and City have also executed the Resale
Agreement.Borrower acknowledges that this City Note is given in connection with the
Borrower’s purchase of the Property as part of a program of the City to assist in the purchase of
residences by low and moderate income households.Said property,including both the real
property and all improvements now or hereafter erected on the property,and all easements,rights,
appurtenances and all fixtures now or hereafter attached to the property,shall be referred to in
this City Note as the Property.The term “Property,”as used herein,shall have the same meaning
as the term “Security”is used in the City Deed of Trust.
2.Definitions.The capitalized terms set forth in this City Note shall have the same
meanings as in the Resale Agreement.
3.Term.The term of this City Note shall be the same as the Term of the Resale
Agreement.
4.Payment.Any Excess Sales Proceeds plus Excess Rents and Advances owed
under this City Note or the Resale Agreement shall immediately become due and payable:(i)in
the event of a Default by the Borrower under this City Note,the Resale Agreement,the City
Deed of Trust,or the First Lender Loan;or (ii)on the date Transfer is made whether voluntarily,
involuntarily,or by operation of law and whether by deed,contract of sale,gift,devise,bequest
or otherwise.Failure to declare such amounts due shall not constitute a waiver on the part of the
City to declare them due in the event of a subsequent Transfer.
5.No Assumption of City Note by Subsequent Buyers.Borrower acknowledges that
this City Note is given in connection with the purchase of the Property as part of an effort by the
City to assist in the purchase of the Property by tow or moderate income households.
Consequently,this City Note is not assumable by subsequent purchasers nor by the successors
and assigns of the Borrower.
6.Prepayments.The City Deed of Trust shall remain on the Property to secure
payment of the Excess Sales Proceeds,Excess Rents,and Advances,if any,and to secure
performance of the Resale Agreement,and so cannot be prepaid.
7.Default.The Borrower shall be in default under this City Note if (i)he or she is
in Default under the Resale Agreement,City Note,City Deed of Trust,or First Lender Loan,(ii)
fails to pay any money when due under this City Note;or (iii)breaches any representation or
covenant made in this City Note or the Resale Agreement.
8.Acceleration.Upon a Declaration of Default,the full amount of any Excess Rents,
Excess Sales Proceeds,Advances or any other amounts due under this City Note,if any,shall be
immediately due and payable.Any failure by the City to pursue its legal and equitable remedies
upon Default shall not constitute a waiver of the City’s right to issue a Declaration of Default and
3
Performance Deed ofTrust December 2018
exercise all of its rights under this Note,the Resale Agreement,and the City Deed of Trust.Nor
shalt acceptance by the City of any payment provided for herein constitute a waiver of the City’s
right to require prompt payment of any remaining payments owed.
9.Nonliability for Negligence,Loss,or Damage.Borrower acknowledges,
understands and agrees that the relationship between Borrower and City is solely that of
borrower and lender,and that the City and its designated agents neither undertake nor assume
any responsibility for or duty to Borrower to select,review,inspect,supervise,pass judgment on,
or inform Borrower of the quality,adequacy or suitability of the Property or any other matter.
The City and its designated agents owe no duty of care to protect Borrower against negligent,
faulty,inadequate,or defective building or construction or any condition of the Property,and
Borrower agrees that neither Borrower,nor Borrower’s heirs,successors or assigns shall ever
claim,have,or assert any right or action against City or its agents for any loss,damage,or other
matter arising out of or resulting from any condition of the Property and will hold City and its
agents harmless from any liability,loss,or damage for these things.
10.Indemnity.Borrower agrees to defend,indemnify,and hold the City and its
designated agents harmless from all losses,damages,liabilities,claims,actions,judgments,costs,
and reasonable attorneys’fees that the City and its designated agents may incur as a direct or
indirect consequence of:
(a)Borrower’s failure to perform any obligations as and when required by this
City Note,the City Deed of Trust,and the Resale Agreement;or
(b)the failure at any time of any of Borrower’s representations or warranties
to be true and correct.
Ii.Attorneys’Fees and Costs.Borrower agrees that if any amounts due under this
Note are not paid when due,to pay in addition to principal and accrued interest,all costs and
expenses of collection and reasonable attorneys’fees paid or incurred in connection with the
collection or enforcement of this Note,whether or not suit is filed.
12.Joint and Several Obligations.This Note is the joint and several obligations of all
makers,sureties,guarantors and endorsers,and shall be binding upon them and their successors
and assigns.
13.No Offset.Borrower hereby waives any rights of offset it now has or may
hereafter have against City,its successors and assigns,and agrees to make the payments called
for herein in accordance with the terms of this Note.
14.Waiver.Borrower and any endorsers or guarantors of this Note,for themselves,
their heirs,legal representatives,successors and assigns,respectively,severally waive diligence,
presentment,protest,and demand,and notice of protest,notice of dishonor and notice of non
payment of this Note,and expressly waive any rights to be released by reason of any extension
of time or change in terms of payment,or change,alteration or release of any security given for
the payments hereof,and expressly waive the right to plead any and all statutes of limitations as
a defense to any demand on this Note or agreement to pay the same,and jointly and severally
agree to pay all costs of collection when incurred,including reasonable attorneys’fees.
4
Performance Deed of Trust December 2018
15.Notices.All notices required in this Note shall be sent by certified mail,return
receipt requested,or express delivery service with a delivery receipt,or personally delivered with
a delivery receipt obtained and shall be deemed to be effective as of the date shown on the
delivery receipt as the date of delivery,the date delivery was refused,or the date the notice was
returned as undeliverable as follows:
To the Borrower:
At the address of the Property.
To the City:
City of Palo Alto
250 Hamilton Avenue
Palo Alto,CA 94301
Attn:City Manager
With a copy to:
PAHC Housing Services,LLC
725 Alma Street
Palo Alto,CA 94301-2403
Attn:BMR Housing Administrator
The parties may subsequently change addresses by providing written notice of the change in
address to the other parties in accordance with this Section 15.
16.Controlling Law.This Note shall be construed in accordance with and governed
by the laws of the State of California.
17.Assignment by City.The City may assign its right to receive the proceeds under
this Note to any person,and upon notice to the Borrower by the City,all payments shall be made
to the assignee.
18.Severability.If any provision of this Note shall be invalid,illegal or
unenforceable,the validity,legality and enforceability of the remaining provisions hereof shall
not in any way be affected or impaired thereby.
19.Entire Agreement.This Note (along with the Resale Agreement and City Deed of
Trust)sets forth the entire understanding and agreement between the City and the Borrower,and
any amendment,alteration or interpretation of this Note must be in writing signed by both the
City and the Borrower.
BORROWER:
5
Performance Deed ofTrust December 2018
tType Borrower’s Namel
6
Performance Deed of Trust December 2018
EXHIBiT F
FORM OF CITY DEED Of TRUST
NO RECORDING FEE PURSUANT
TO GOVERNMENT CODE SECTION 27383
RECORDING REQUESTED BY
Title Company Name
Escrow #
AND WHEN RECORDED MAIL TO
City Attorney
City of Palo Alto
250 Hamilton Avenue
Palo Alto,CA 94301
SPACE ABOVE THIS LINE FOR RECORDERS USE
DEED OF TRUST
AND SECURITY AGREEMENT
CITY OF PALO ALTO
BELOW MARKET RATE PURCHASE PROGRAM
______________________________
jPropcrty Addressl)
THIS DEED OF TRUST AND SECURITY AGREEMENT (“Deed of Trust”)made this
day of ,201,,among the trustor,
_______________________
(the “Owner”).
whose address is
__________________________________
jTitle CompanyJ (“Trustee”),and the City of Palo Alto,
as Beneficiary.
The Owner,in consideration of the promises herein recited and the trust herein created,
irrevocably grants,transfers,conveys and assigns to Trustee,in trust,with power of sale,the
property located in the City of Palo Alto,State of California,described in the attached Exhibit
“A”(the “Property”).
TOGETHER with all the improvements now or hereafter erected on the Property,and all
easements,rights,appurtenances,and all fixtures now or hereafter attached to the Property.all of
which,including replacements and additions thereto,shall be deemed to be and remain a part of
the Property covered by this Deed of Trust;and
TOGETHER with alt articles of personal property or fixtures now or hereafter attached to
or used in and about the building or buildings now erected or hereafter to be erected on the
Property which are necessary to the complete and comfortable use and occupancy of such
building or buildings for the purposes for which they were or are to be erected,including all
other goods and chattels and personal property as are ever used or furnished in operating a
7
Performance Deed of Trust December2015
building,or the activities conducted therein,similar to the one herein described and referred to,
and all renewals or replacements thereof or articles in substitution therefor,whether or not the
same are,or shall be attached to said building or buildings in any manner;and all of the
foregoing,together with the Property,is herein referred to as the “Security.”
To have and to hold the Security together with acquittances to the Trustee,its successors
and assigns forever;
TO SECURE to the City the performance of the covenants and agreements of Owner
contained in that certain Occupancy,Resale,and Refinancing Restriction Agreement,with
Option to Purchase at Restricted Price executed by and between the Owner and the City of even
date herewith (the “Resale Agreement”);
TO SECURE to the City the payment of Excess Rents,Excess Sales Proceeds,and any
Advance (as such terms are defined in the Resale Agreement and evidenced by that certain
Promissory Note executed by the Owner for the City’s benefit of even date herewith (the “City
Note”))that may become due by Owner to City.
TO SECURE the payment of all other sums,with interest thereon,advanced in
accordance herewith to protect the security of this Deed of Trust;and the performance of the
covenants and agreements of Owner herein contained.
OWNER AND CITY COVENANT AND AGREE AS FOLLOWS:
ARTICLE I Owner’s Estate.That Owner is lawfully seized of the estate hereby conveyed and
has the right to grant and convey the Security,that other than this Deed of Trust,the Security is
encumbered only by:(a)that deed of trust executed by Owner in connection with a loan made to
Owner by
__________________________________
(the “first Lender”),securing a promissory
note executed by Owner in favor of the First Lender (“first Lender Note”),to assist in the
purchase of the Property;and (b)the Resale Agreement.Owner agrees to warrant and defend
generally the title to the Security against all claims and demands,subject to any declarations,
easements or restrictions listed in a schedule of exceptions to coverage in any title insurance
policy insuring the City’s interest in the Security.(As used in this Deed of Trust,the term “first
Lender”shall also include all successors and assigns of the First Lender.)
ARTICLE 2 Payment of Excess Sales Proceeds,Excess Rents,and Advance.Owner
will promptly pay to the City,when and if due the:(i)Excess Sales Proceeds as provided in the
Resale Agreement and City Note;and (ii)Excess Rents as provided in the Resale Agreement and
City Note;and (iii)any Advance as provided in the Resale Agreement and City Note.
ARTICLE 3 Resale Agreement.Owner will observe and perform all of the covenants
and agreements of the Resale Agreement.
ARTICLE 4 Charges;Liens.Owner will pay all taxes,assessments and other charges,
fines and impositions attributable to the Security which may attain a priority over this Deed of
Trust,by Owner making any payment,when due,directly to the payee thereof.Upon request by
$
Performance Deed of Trust December 2018
the City,Owner will promptly furnish to the City all notices of amounts due under this paragraph.
In the event Owner makes payment directly,Owner will promptly discharge any lien which has
priority over this Deed of Trust;provided,that Owner will not be required to discharge the lien
of the First Lender Deed of Trust or any other lien described in this paragraph so long as Owner
will agree in writing to the payment of the obligation secured by such lien in a manner
acceptable to the City,or will,in good faith,contest such lien by,or defend enforcement of such
lien in,legal proceedings which operate to prevent the enforcement of the lien or forfeiture of the
Security or any part thereof.
ARTICLE 5 Hazard Insurance.Owner will keep the Security insured by a standard all
risk property insurance policy equal to the replacement value of the Security (adjusted every five
(5)years by appraisal,if requested by the City).If the Security is located in a flood plain,Owner
shall also obtain flood insurance.
The insurance carrier providing this insurance shall be licensed to do business in the State
of California and be chosen by Owner subject to approval by the City.
All insurance policies and renewals thereof will be in a form acceptable to the City and
will include a standard mortgagee clause with standard lender’s endorsement in favor of the
holder of the First Lender Note and the City as their interests may appear and in a form
acceptable to the City.The City shall have the right to hold,or cause its designated agent to hold,
the policies and renewals thereof,and Owner shall promptly furnish to the City,or its designated
agent,the original insurance policies or certificates of insurance,all renewal notices and all
receipts of paid premiums.In the event of loss,Owner will give prompt notice to the insurance
carrier and the City or its designated agent.The City,or its designated agent,may make proof of
toss if not made promptly by Owner.The City shati receive thirty (30)days’advance notice of
cancellation of any insurance policies required under this section.
Unless the City and Owner otherwise agree in writing,insurance proceeds,subject to the
rights of the First Lender,will be applied to restoration or repair of the Security damaged,
provided such restoration or repair is economically feasible and the Security of this Deed of
Trust is not thereby impaired.If such restoration or repair is not economically feasible or if the
Security of this Deed of Trust would be impaired,the insurance proceeds will be used to repay
any amounts due under the Resale Agreement and City Note,with the excess,if any,paid to
Owner.If the Security is abandoned by Owner,or if Owner fails to respond to the City,or its
designated agent,within thirty (30)days from the date notice is mailed by either of them to
Owner that the insurance carrier offers to settle a claim for insurance benefits,the City,or its
designated agent,is authorized to collect and apply the insurance proceeds at the City’s option
either to restoration or repair of the Security or to pay amounts due under the Resale Agreement
and City Note.
If the Security is acquired by the City,all right,title and interest of Owner in and to any
insurance policy and in and to the proceeds thereof resulting from damage to the Security prior to
the sale or acquisition will pass to the City to the extent of the sums secured by this Deed of
Trust immediate prior to such sale or acquisition,subject to the rights of the First Lender.
9
Performance Deed ofTrust December 2018
ARTICLE 6 Preservation and Maintenance of Security.Owner will keep the Security
in good repair and in a neat,clean,and orderly condition and will not commit waste or permit
impairment or deterioration of the Security.If there arises a condition in contravention of this
Section 6,and if the Owner has not cured such condition within thirty (30)days after receiving a
City notice of such a condition,then in addition to any other rights available to the City,the City
shall have the right (but not the obligation)to perform all acts necessary to cure such condition,
and to establish or enforce a lien or other encumbrance against the Security to recover its cost of
curing.
ARTICLE 7 Protection of the City’s Security.tf Owner fails to perform the covenants
and agreements contained in this Deed of Trust or if any action or proceeding is commenced
which materially affects the City’s interest in the Security,including,but not limited to,default
under the first Lender Deed of Trust,eminent domain,insolvency,code enforcement,or
arrangements or proceedings involving a bankrupt or decedent,then the City,at the City’s option,
upon notice to Owner,may make such appearances,disburse such sums and take such action as
it determines necessary to protect the City’s interest,including,but not limited to,disbursement
of reasonable attorneys’fees and entry upon the Security to make repairs.
Any amounts disbursed by the City pursuant to this paragraph,with interest thereon,will
become an indebtedness of Owner secured by this Deed of Trust.Unless Owner and City agree
to other terms of payment,such amount will be payable upon notice from the City to Owner
requesting payment thereof,and will bear interest from the date of disbursement at the lesser of
(1)ten percent (10%);or (ii)the highest rate permissible under applicable law.Nothing
contained in this paragraph will require the City to incur any expense or take any action
hereunder.
ARTICLE $Inspection.The City may make or cause to be made reasonable entries
upon and inspections of the Security;provided,however,that the City will give Owner
reasonable notice of inspection.
ARTICLE 9 forbearance by the City Not a Waiver.Any forbearance by the City in
exercising any right or remedy will not be a waiver of the exercise of any such right or remedy.
The procurement of insurance or the payment of taxes or other liens or charges by the City will
not be a waiver of the City’s right to require payment of any amounts secured by this Deed of
Trust.
ARTICLE 10 Remedies Cumulative.All remedies provided in this Deed of Trust are
distinct and cumulative to any other right or remedy under this Deed of Trust or any other
document,or afforded by law or equity,and may be exercised concurrently,independently or
successively.
ARTICLE 11 Hazardous Materials.Owner shall keep and maintain the Property
(including,but not limited to soil and ground water conditions)in compliance with all,and shall
not cause or permit the Property to be in violation of any,Hazardous Materials Law.Owner
shall not do,nor allow anyone else to do,anything affecting the Security that is in violation of
any Hazardous Materials Law.The preceding two sentences shall not apply to the presence,use,
10
Performance Deed of Trust December 2018
or storage on the Security of small quantities of Hazardous Materials that are generally
recognized to be appropriate to normal residential uses and to maintenance of the Security.
“Hazardous Material”shall mean (1)any substance,material,or waste that is petroleum,
petroleum-related,or a petroleum by-product,asbestos or asbestos-containing material,
polychiorinated byphenyls,flammable,explosive,radioactive,Freon gas,radon,or a pesticide,
herbicide,or any other agricultural chemical,and (ii)any waste,substance,or material defined as
or included in the definition of “hazardous substances,”hazardous wastes,”“hazardous
materials,”“toxic materials,”“toxic waste,”“toxic substances,”or words of similar import under
any Hazardous Materials Law.
“Hazardous Materials Law”shall mean any federal,state or local laws,ordinances,or
regulations relating to any Hazardous Materials,health,industrial hygiene,environmental
conditions,or the regulation or protection of the environment,and all amendments thereto as of
this date and to be added in the future and any successor statute or rule or regulation promulgated
thereto.
Owner shall promptly give City written notice of any investigation,claim,demand,
lawsuit or other action by any governmental or regulatory agency or private party involving the
Security and any Hazardous Material or Hazardous Materials Law of which Owner has actual
knowledge (“Hazardous Material Claims”).
Without the City’s prior written consent,which shall not be unreasonably withheld,the
Owner shall not take any remedial action in response to the presence of any Hazardous Materials
on,under or about the Property,nor enter into any settlement agreement,consent decree,or other
compromise in respect to any Hazardous Material Claims,which remedial action,settlement,
consent decree or compromise might,in the City’s reasonable judgment,impair the value of the
Security;provided,however,that the City’s prior consent shall not be necessary in the event that
the presence of Hazardous Materials on,under,or about the Property either poses an immediate
threat to the health,safety or welfare of any individual or is of such a nature that an immediate
remedial response is necessary and it is not reasonably possible to obtain the City’s consent
before taking such action,provided that in such event the Owner shall notify the City as soon as
practicable of any action so taken.The City agrees not to withhold its consent,where such
consent is required hereunder,if(i)a particular remedial action is ordered by a court of
competent jurisdiction,(ii)the Owner will or may be subjected to civil or criminal sanctions or
penalties if it fails to take a required action;(iii)the Owner establishes to the reasonable
satisfaction of the City that there is no reasonable alternative to such remedial action which
would result in less impairment of the Security;or (iv)the action has been agreed to by the City.
ARTICLE 12 Successors and Assigns Bound.The covenants and agreements herein
contained shall bind,and the rights hereunder shall inure to,the respective successors and
assigns of the City and Owner subject to the provisions of this Deed of Trust.
ARTICLE 13 No Assumption of Deed of Trust by Subsequent Buyers.Borrower
acknowledges that this Deed of Trust is given in connection with the purchase of the Property as
part of an effort by the City to assist in the purchase of the Property by low or moderate income
11
Performance Deed of Trust December 2018
households.Consequently,this Deed of Trust is not assumable by subsequent purchasers nor by
the successors and assigns of the Borrower.
ARTICLE 14 Joint and Several Liability.All covenants and agreements of Owner shall
be joint and several.
ARTICLE 15 Notice.Except for any notice required under applicable law to be given in
another manner:(a)any notice to Owner provided for in this Deed of Trust will be given by
certified mail,addressed to Owner at the address shown in the first paragraph of this Deed of
Trust or such other address as Owner may designate by notice to the City as provided herein;and
(b)any notice to the City will be given by certified mail,return receipt requested,or express
delivery service with a delivery receipt,or personally delivered with a delivery receipt,to City of
Palo Alto,250 Hamilton Avenue,Palo Alto,CA 94301,Attn:City Attorney or to such other
address as the City may designate by notice to Owner as provided above.Notice shall be
effective as of the date received by City as shown on the return receipt.
ARTICLE 16 Governing Law.This Deed of Trust shall be governed by the laws of the
State of California.
ARTICLE 17 Severability.In the event that any provision or clause of this Deed of
Trust or the Resale Agreement conflicts with applicable law,such conflict will not affect other
provisions of this Deed of Trust or the Resale Agreement which can be given effect without the
conflicting provision,and to this end the provisions of the Deed of Trust and the Resale
Agreement are declared to be severable.
ARTICLE 1$Captions.The captions and headings in this Deed of Trust are for
convenience only and are not to be used to interpret or define the provisions hereof
ARTICLE 19 Nondiscrimination.The Owner covenants by and for itself and its
successors and assigns that there shall be no discrimination against or segregation of a person or
of a group of persons on account of race,color,religion,creed,age,disability,sex,sexual
orientation,marital status,ancestry or national origin in the sale,transfer,use,occupancy,tenure
or enjoyment of the Property,nor shall the Owner or any person claiming under or through the
Owner establish or permit any such practice or practices of discrimination or segregation with
reference to the use,occupancy,or transfer of the Property.The foregoing covenant shall run
with the land.
ARTICLE 20 Nonliability for Negligence,Loss,or Damage.Owner acknowledges,
understands and agrees that the relationship between Owner and City is solely that of hvo
separate parties in an arm’s length transaction,and that City neither undertakes nor assumes any
responsibility for or duty to Owner to select,review,inspect,supervise,pass judgment on,or
inform Owner of the quality,adequacy or suitability of the Security or any other matter.City
owes no duty of care to protect Owner against negligent,faulty,inadequate or defective building
or construction or any condition of the Security and Owner agrees that neither Owner,or
Owner’s heirs,successors or assigns shall ever claim,have or assert any right or action against
City for any loss,damage or other matter arising out of or resulting from any condition of the
Security and will hold City harmless from any liability,loss or damage for these things.
12
Performance Deed of Trust December 201$
ARTICLE 21 Indemnity.Owner agrees to defend,indemnify,and hold City and its
officers,employees,agents,board members harmless from all losses,damages,liabilities,claims,
actions,judgments,costs,and reasonable attorneys’fees that City may incur as a direct or
indirect consequence of:
21.1 Owner’s failure to perform any obligations as and when required by the
Resale Agreement,the City Note,and this Deed of Trust;or
21.2 the failure at any time of any of Owner’s representations or warranties to
be true and correct.
ARTICLE 22 Acceleration;Remedies.Upon Owner’s breach of any covenant or
agreement of Owner in the Resale Agreement,the City Note,or this Deed of Trust,including,
but not limited to,the covenants to pay,when due,any sums secured by this Deed of Trust,the
City,prior to acceleration,will mail by express delivery,return receipt requested notice to
Owner specifying:(1)the breach;(2)the action required to cure such breach;(3)a date,not less
than thirty (30)days from the date the notice is received by Owner as shown on the return receipt,
by which such breach is to be cured;and (4)that failure to cure such breach on or before the date
specified in the notice may result in acceleration of the sums secured by this Deed of Trust and
sale of the Security.The notice will also inform Owner of Owner’s right to reinstate after
acceleration and the right to bring a court action to assert the nonexistence of default or any other
defense of Owner to acceleration and sale.If the breach is not cured on or before the date
specified in the notice,the City,at the City’s option,may:(a)declare all of the sums secured by
this Deed of Trust to be immediately due and payable without further demand and may invoke
the power of sale and any other remedies permitted by California law;(b)either in person or by
agent,with or without bringing any action or proceeding,or by a receiver appointed by a court,
and without regard to the adequacy of its security,enter upon the Security and take possession
thereof (or any part thereof)and of any of the Security,in its own name or in the name of Trustee,
and do any acts which it deems necessary or desirable to preserve the value or marketability of
the Property,or part thereof or interest therein,increase the income therefrom or protect the
security thereof.The entering upon and taking possession of the Security shall not cure or waive
any breach hereunder or invalidate any act done in response to such breach and,notwithstanding
the continuance in possession of the Security,the City shall be entitled to exercise every right
provided for in this Deed of Trust,or by law upon occurrence of any uncured breach,including
the right to exercise the power of sale;(c)commence an action to foreclose this Deed of Trust as
a mortgage,appoint a receiver,or specifically enforce any of the covenants hereof;(U)deliver to
Trustee a written declaration of default and demand for sale,pursuant to the provisions for notice
of sale found at California Civil Code Sections 2924 et seq.,as amended from time to time;or (e)
exercise all other rights and remedies provided herein,in the instruments by which the Owner
acquires title to any Security,or in any other document or agreement now or hereafter evidencing,
creating or securing all or any portion of the obligations secured hereby,or provided by law.
The City shall be entitled to collect all reasonable costs and expenses incurred in pursuing
the remedies provided in this paragraph,including,but not limited to,reasonable attorneys’fees.
13
Performance Deed of Trust December 2018
ARTICLE 23 Owner’s Right to Reinstate.Notwithstanding the City’s acceleration of the
sums secured by this Deed of Trust,Owner will have the right to have any proceedings begun by
the City to enforce this Deed of Trust discontinued at any time prior to five (5)days before sale
of the Security pursuant to the power of sale contained in this Deed of Trust or at any time prior
to entry of a judgment enforcing this Deed of Trust if:(a)Owner pays City all sums which
would be then due under this Deed of Trust and Owner cures all breaches of any other covenants
or agreements of Owner contained in the Resale Agreement or this Deed of Trust;(b)Owner
pays all reasonable expenses incurred by City and Trustee in enforcing the covenants and
agreements of Owner contained in the Resale Agreement or this Deed of Trust,and in enforcing
the City’s and Trustee’s remedies,including,but not limited to,reasonable attorneys’fees;and (c)
Owner takes such action as City may reasonably require to assure that the lien of this Deed of
Trust,City’s interest in the Security and Owner’s obligation to perform the obligations and pay
the sums secured by this Deed of Trust shall continue unimpaired.Upon such payment and cure
by Owner,this Deed of Trust and the obligations secured hereby will remain in full force and
effect as if no acceleration had occurred.
ARTICLE 24 Due on Transfer of the Property.Upon a Transfer (as defined in the
Resale Agreement)of the Property or any interest in it,the City shall require immediate payment
in full of all sums secured by this Deed of Trust.
ARTICLE 25 Reconveyance.Upon payment of all sums secured by this Deed of Trust,
and following the expiration of the Term of the Resale Agreement,City will request Trustee to
reconvey the Security and will surrender this Deed of Trust,the City Note,and the Resale
Agreement to Trustee.Trustee will reconvey the Security without warranty and without charge
to the person or persons legally entitled thereto.Such person or persons will pay all costs of
recordation,if any.
ARTICLE 26 Substitute Trustee.The City,at the City’s option,may from time to time
remove Trustee and appoint a successor trustee to any Trustee appointed hereunder.The
successor trustee will succeed to all the title,power and duties conferred upon the Trustee herein
and by applicable law.
ARTICLE 27 Superiority of First Lender Documents.Notwithstanding any provision
herein,this Deed of Trust shall not diminish or affect the rights of the First Lender under the
First Lender Deed of Trust or any subsequent First Lender deeds of trust hereafter recorded
against the Security in compliance with the requirements of the Resale Agreement.
Notwithstanding any other provision hereof,the provisions of this Deed of Trust shall be
subordinate to the lien of the First Lender Deed of Trust and shall not impair the rights of the
First Lender,or such lender’s assignee or successor in interest,to exercise its remedies under the
first Lender Deed of Trust in the event of default under the first Lender Deed of Trust by the
Owner.Such remedies under the first Lender Deed of Trust include the right of foreclosure or
acceptance of a deed or assignment in lieu of foreclosure.After such foreclosure or acceptance
of a deed in lieu of foreclosure,this Deed of Trust shall be forever terminated and shall have no
further effect as to the Property or any transferee thereafter;provided,however,if the holder of
such First Lender Deed of Trust acquired title to the Property pursuant to a deed or assignment in
lieu of foreclosure and no notice of default was recorded against the Property by such holder in
14
Performance Deed of Trust December20 I$
connection therewith,this Deed of Trust shall automatically terminate upon such acquisition of
title,only if:(i)the City has been given written notice of default under such First Lender Deed
of Trust with a sixty (60)-day cure period (which requirement shall be satisfied by recordation of
a notice of default under California Civil Code Section 2924);and (ii)the City shall not have
cured or commenced to cure the default within such sixty (60)-day period or commenced to cure
and given its firm commitment to complete the cure in form and substance acceptable to the First
Lender.
ARTICLE 28 Request for Notice.Owner requests that copies of the notice of default
and notice of sale be sent to Owner at the address set forth in Section 15 above.
IN WITNESS WHEREOF,Owner has executed this Deed of Trust as of the date first
written above.
OWNER:
tType Owner’s Name]
15
Performance Deed of Trust December 2018
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.
STATE OF CALIFORNIA )
)
COUNTY OF____________)
On
______________________,
before me,
______________________________,
Notary
Public,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.
Name:
Notary Public
895\04\15782964
EXHIBIT A
Legal Description of the Property
895\16\1879533.I
1 of 1
TO: HONORABLE CITY COUNCIL
FROM: JONATHAN LAIT, DIRECTOR
DATE: DECEMBER 14, 2020
SUBJECT: AGENDA ITEM 4 - QUASI-JUDICIAL. 4115 EL CAMINO REAL: REQUEST FOR FINAL
MAP TO DIVIDE AN EXISTING 15,453 SQUARE FOOT PARCEL INTO
CONDOMINIUMS FOR A MIXED-USE PROJECT, INCLUDING SEVEN RESIDENTIAL
UNITS, FOUR COMMERCIAL CONDOMINIUMS, AND A PUBLIC ACCESS
EASEMENT. ENVIRONMENTAL ASSESSMENT: EXEMPT. ZONING DISTRICT: CN
(COMMERCIAL NEIGHBORHOOD)
Attached is the Pedestrian Access Easement Agreement, signed by the applicant. This
document confirms the agreement between the applicant and the City of Palo Alto to record a
pedestrian access easement through a breezeway on the project site. This easement allows for
pedestrian access between El Camino Real and El Camino Way as required by the Architectural
Review and Tentative Map conditions of approval.
This agreement, along with a standard sidewalk easement along El Camino Real and a utility
easement near El Camino Way, will be recorded along with the Final Map. These will fulfill the
conditions of approval for the previous Architectural Review and Tentative Map, as described in
PAMC 21.16.
_______________________ _________________________
Jonathan Lait Ed Shikada
Director of Planning & Development Services City Manager
4
DocuSign Envelope ID: 1A608A51-7BCD-469C-B447-683F8CF14B25
RECORDED AT THE REQUEST OF:
The City of Palo Alto
WHEN RECORDED RETURN TO:
The City of Palo Alto
250 Hamilton Avenue
Palo Alto,CA 94301
EASEMENT AGREEMENT FOR PUBLIC PEDESTRIAN ACCESS
APN 023-041 -09
THIS EASEMENT AGREEMENT FOR PUBLIC PEDESTRIAN ACCESS (‘Breezeway Easement
Agreement”)is made as an easement in gross by and between Y &J Michele Way,LLC,a California
limited liability company,as “Grantor”and the City of Palo Alto,a municipal corporation as “Grantee”,as
of
________________,2020
with respect to the real property described herein as:
All of that certain real property situated in the City of Palo Alto,Santa Clara County,State of California,
described on Exhibit “A”attached hereto and incorporated herein by this reference (the “Servient
Estate”)
NOW,THEREFORE,in consideration of the mutual covenants and declarations set forth herein and for
other good and valuable consideration,the receipt and sufficiency of which is acknowledged,Grantor now
grants to Grantee the easement and right herein stated for access over and area of the Servient Estate
for use of a breezeway pedestrian walkway for access by the public to and from El Camino Real and El
Camino Way,which shall exist and endure for the benefit of Grantee and the public as hereinafter
provided,over and across the Breezeway Easement Area within the Servient Estate for the term stated in
this Breezeway Easement Agreement,subject to the terms and conditions stated in this Breezeway
Easement Agreement being kept and fulfilled.
1.Creation of Easements.There is hereby established and granted in favor of Grantee and
the public over and across,those portions of the Servient Estate shown on Exhibit “B”attached hereto
as the Breezeway Easement Area as a non-exclusive easement in gross for the purpose of use as a
breezeway pedestrian walkway to be constructed by Grantor (“Breezeway Access Easement Area”)for
Grantee and the general public for the term herein stated.Such rights of access shall be limited only to
the Breezeway Access Easement Area as herein provided,and no other areas of the Servient Property.
2.Duration of Easement.The easements herein granted shall be perpetual until such time
as Grantee terminates or abandons such easements by written instrument.
3.Use of Easement Area.The Breezeway Access Easement Area and all improvements
installed and located therein may be used by the Grantee for public pedestrian access purposes for use
by City,for public use as stated in Paragraph 4 of this Breezeway Easement Agreement.
Limitations on Use of Easement.The Grantor or its successors and assigns,including any common
interest development association that operates the common areas of the Servient Property may establish
reasonable limitations on the timing and extent of use of the easements and rights granted or created
herein as the Breezeway Access Easement Area subject to reasonable approval of the City.
Notwithstanding the foregoing,unless the City agrees in writing otherwise,the Breezeway Access
Easement Area shall be open to and for public use for access to and from El Camino Real to El Camino
Way only from the hours of 7:00 a.m.to 9:00 p.m.,daily.Grantor and its successors in interest in and to
the Servient Property may install lockable gates at the entrances to the Breezeway Access Easement
Area to prevent access at hours other than the specified public use hours in the preceding sentence.
Grantor and its successors in interest shall install and maintain signage at the entranceways to the
Breezeway Access Easement Area,including on any gates,providing reasonable notice to the public that
S:\PLAi\PLADIV\Current Planning\O —Application Types and Approvals\Subdivision\2018\4l15 El
Camino Real )Tentative Map)\Breezeway —CCRs\4115 EL CANINO BREEZEWAY ACCESS EASEMENT FORN
ayedit-DMVREVIEW3 docx 1.
DocuSign Envelope ID: 1A608A51-7BCD-469C-B447-683F8CF14B25
the area is open for public use and access 7:00 a.m.to 9:00 p.m.daily.
4.Construction of Breezeway Access Easement.Grantor shall construct the improvements
that constitute the Breezeway Access Easement in accordance with the project plans as approved by the
City at Grantor’s sole cost and expense,with the understanding that all such improvements shall be
undertaken in accordance with the approved design and permit thereof,in a reasonable and prudent
manner.All construction and installation of improvements hereunder shall be at no cost or expense to
Grantee and shall be undertaken consistent in all material respects with the approved plans and City
inspection requirements.
5.Maintenance of Breezeway Access Easement Area.The Grantor shall be responsible for
general maintenance and repair of the improvements that constitute the Breezeway Access Easement
during the term of this Breezeway Access Easement Agreement in a reasonable and prudent manner
consistent with the City standards and at its sole cost and expense.If Grantor or its successors,assigns,
contractors or invitees cause any damage to the Breezeway Access Easement Area,Grantor shall repair
the Breezeway Access Easement Area within a reasonable time at its sole cost.Upon formation of a
common interest development association that operates the common areas of the Servient Property the
obligations of Grantor hereunder shall be deemed to have been assigned by Grantor to such a common
interest development association which shall be obligated to assume and undertake such obligations for
general maintenance and repair of the improvements that constitute the Breezeway Access Easement
during the term of this Breezeway Access Easement Agreement.Grantee shall not bear any
responsibility for the maintenance or repair of the Breezeway Access Easement improvements.
6.Easement in Gross.The easements and rights granted or created herein as the
Easement Areas shall be an easement in gross for the use and benefit of Grantee and for the general
public as a public access easement,and cannot be transferred,assigned,or encumbered.
7.Rights-Servient Estate Owner.The owner of the Servient Estate hereunder shall have
the right to use the Servient Estate in any manner which is not inconsistent with this grant of easement
hereby granted to the Grantee,which does not materially interfere with the easement rights hereunder
granted to the Grantee.However,if Grantor or its successors,assigns,contractors or invitees cause any
damage to the Breezeway Access Easement Area,Grantor shall repair the Breezeway Access Easement
Area within a reasonable time at its sole cost.
8.Indemnity.Grantor shall indemnify and hold Grantee free and harmless from and
against all cost,damage and/or liability which arises from or relates to the acts or omissions of Grantor,or
of Grantor’s agents,employees,contractors,or invitees,in improving,maintaining,or using this
Breezeway Access Easement Area,except to the extent that such cost,damage and/or liability arises
from the gross negligence or willful misconduct of Grantee or Grantee’s agents,employees,contractors,
or invitees.
9.Notices.Any notice request,demand or other communications permitted or required to
be given under this Agreement shall be in writing duly addressed to the parties as follows:
GRANTOR:
Y &J Michele Way,LLC,a California limited liability company
433 Airport Blvd.Ste 550
Burlingame CA 94010
Attn:Bill Wu
GRANTEE:
The City of Palo Alto
250 Hamilton Avenue,
Palo Alto,CA 94301
Attn:City Manager
Any such notice sent by registered or certified mail,return receipt requested shall be deemed to have
been duly given and received 5:00 p.m.(Pacific Time)two (2)business days after it is so addressed and
S:\PLAN\PLAOIV\Current Planning\O —Application Types and Approvals’\Subdivision\2018\4115 El
Camino Real (Tentative Map)\Breezeway —CCRs\4115 EL CANINO BREEZEWAY ACCESS EASEMENT FORN
ayedit-DMVREVIEW3 .docx 2.
DocuSign Envelope ID: 1A608A51-7BCD-469C-B447-683F8CF14B25
mailed with postage prepaid.Any such notice sent by a recognized overnight courier service shall be
deemed to have been duly given and received 5:00 p.m.(Pacific Time)one (12)business day after is so
addressed and sent with the cost of such overnight delivery service prepaid.Notice sent by any other
manner shall be effective only upon actual receipt thereof.Any party may change its address for
purposes of this Agreement by giving notice to the other party as provided herein.
10.Attorneys’Fees.In the event any party hereto institutes legal action to enforce or
interpret its rights under this Breezeway Access Easement Agreement,then the prevailing party or parties
shall be entitled to reasonable attorneys’fees in addition to other costs of suit as awarded by the court.
11.Governinci Law and Venue.This this Breezeway Access Easement Agreement shall be
governed under the laws of California.In the event that an action is brought pursuant to this Breezeway
Access Easement Agreement,the parties agree that trial of such action will be vested exclusively in the
state courts of California in the County of Santa Clara.
IN WITNESS WHEREOF,this Agreement is executed and made by the Grantor effective
as of the date first above set forth.
Grantor:Y &J Michele Way,LLC,
a California limited liability company
By:
________________________________
j1’AkI XAO TitJ&LI
fIts:iJ’&’y-r&
Grantee:City of Palo Alto,a California municipal corporation
By:
_______________________________
Its:
______________________________
S:\PLAN\PLADIV\Current Planning\Q —Application Types and Approvals\Subdivision\2018\4115 El
Camino Real (Tentative Map)\Breezeway —CCRs\4115 EL CANINO BREEZEWAY ACCESS EASEMENT FORM
ayedit-DMVREVIEW3 .docx
3.
DocuSign Envelope ID: 1A608A51-7BCD-469C-B447-683F8CF14B25
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT -CIVIL CODE SECTION 1189
A notary public or other officer completing the certificate verifies only the identity of the individual
who signed the7 document to which the certificate is attached and not the truthfulness,accuracy,
or validity of that document.
STATE OF CALIFORNIA )
SS
COUNTY OF S’a /‘(‘d7o )
on V3 2O2’before me,kItth(.t4 ,Notary
Public,personally appeared ‘€2C)who proved to me on the basis
of satisfactory evidence to be the person whose name(is/.i’e subscribed to the within
instrument and acknowledged to me that te1she/the executed the same in 1s!her/Ueir
authorized capacity(js),and that by .1/her/tjieir signature)on the instrument the persorjs),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 Olifornia that the foregoing
is true and correct.
r.0.WI AU -flht.t.Ilm IUI
—I Cou.#2209018
rSe ii (fl NOTARYPUBLIC.CAUF0RNIA
L °.1 SANUATEOCOUNTY —
MxCOMM.ExP.SEP.2
CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT -CIVIL CODE SECTION 1189
A notary public or other officer completing the certificate verifies only the identity of the individual
who signed the document to which the certificate is attached and not the truthfulness,accuracy,or
validity of that document.
STATE OF CALIFORNIA
SS
COUNTY OF CA )
On I1-Ib ,j2 C 2-2O2’before me,L t2 )&&,Notary
Public,personally appeared jY\9 t —who proved to me on the basis
of satisfactory evidence to be the person(.)-whose name€-)is/are—subscribed to the within
instrument and acknowledged to me that ieishe/ther executed the same in ba1her/their
authorized capacity(es),and that byJis7her/their signatures)Thn the instrument the person(61 or
the entity upon behalf of which the petson4)Thcted,executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing
is true and correct.
Witness my hand and official seal.
(Signature)
[Seal]
RITU BHAGRA-t COMM.#2294068 z
Notary Public -California
Z Santa Clara County —
MtComrt Expires June 2 20231
S:\PLAN\PLADIV\Current Planning\O —Application Types and Approvals\Subdivision\2018\4115 El
Canine Real (Tentative Map)\Breezeway —CCRs\4l15 EL CAMINO BREEZEWAY ACCESS EASEMENT FORM
ayedit-DMVREVIEW3 .docx
Witness
4.
DocuSign Envelope ID: 1A608A51-7BCD-469C-B447-683F8CF14B25
S:\PLAN\PLADIV\Current Planning\O —Application Types and Approvals\Subdivision\20l8\4115 El
Camino Real (Tentative Map)\Breezeway —CCRs\4115 EL CANINO BREEZEWAY ACCESS EASEMENT FORM
ayedit-DMVREVIEW3 dccx
5.
DocuSign Envelope ID: 1A608A51-7BCD-469C-B447-683F8CF14B25
Exhibit “A”-Servient Estate
All of that real property situated in the City of Palo Alto,Santa Clara County,State of California described
as:
BEGINNING AT A POINT ON THE SOUTHWESTERN LINE OF THE OLD SAN FRANCISCO-SAN
JOSE ROAD WHERE IT IS INTERSECTED BY THE SOUTHEASTERN LINE OF THAT CERTAIN 0.275
ACRE TRACT OF LAND AS DESCRIBED IN THE DEED FROM TYNAN LUMBER COMPANY,A
CORPORATION,TO THOMAS HUNE,ET UX.,BY DEED DATED OCTOBER 7,1935,IN BOOK 749
O.R.PAGE 50,SANTA CLARA COUNTY RECORDS;THENCE ALONG SAID SOUTHWESTERN LINE
OF THE OLD SAN FRANCISCO-SAN JOSE ROAD,NORTH 56°55’WEST 100 FEET;THENCE AT
RIGHT ANGLES SOUTH 33°05’WEST 155 FEET,MORE OR LESS,TO A POINT ON THE
NORTHEASTERN LINE OF THE NEW SAN FRANCISCO-SAN JOSE ROAD (STATE HIGHWAY),AS
SAID NORTHEASTERN LINE WAS ESTABLISHED BY DEED FROM THERESA L.RHODES TO
STATE OF CALIFORNIA,BY DEED DATED JULY 31,1929,RECORDED SEPTEMBER 13,
1929,IN BOOK 484 O.R.,PAGE 110,SANTA CLARA COUNTY RECORDS;THENCE RUNNING
SOUTHEASTERLY ALONG SAID NORTHEASTERN LINE OF THE NEW SAN FRANCISCO-SAN JOSE
ROAD (STATE HIGHWAY)ALONG A CURVE TO THE RIGHT HAVING A RADIUS OF 3050 FEET,A
DISTANCE OF 116 FEET,MORE OR LESS,TO THE NORTHWESTERN CORNER OF THAT CERTAIN
2-1/2 ACRE TRACT OF LAND DESCRIBED IN THE DEED FROM THERESA L.RHODES TO ANDREW
J.MCCOY,El UX.,DATED MARCH 18,1925,RECORDED MARCH 21,1925,IN BOOK 149 O.R.
PAGE 163;THENCE ALONG THE NORTHWESTERN LINE OF SAID 2-1/2 ACRE TRACT OF LAND
ABOVE REFERRED TO;NORTH 33°05’EAST 190 FEET,MORE OR LESS,TO THE POINT OF
BEGINNING.
EXCEPTING THEREFROM THAT PORTION THEREOF FRONTING ON THE HIGHWAY LEADING
FROM SAN FRANCISCO TO SAN JOSE KNOWN AS EL CAMINO REAL TAKEN OR CONVEYED FOR
THE PURPOSE OF WIDENING SAID ROADWAY.
ALSO EXCEPTING THEREFROM THAT PORTION OF THE LAND GRANTED TO THE CITY OF PALO
ALTO,A MUNICIPAL CORPORATION IN THAT FINAL JUDGMENT OF CONDEMNATION RECORDED
OCTOBER 3,1967 AS INSTRUMENT NO.3296676,IN BOOK 7880,PAGE 102 OF OFFICIAL
RECORDS.
S:\PLAN\PLADIV\Current Planning\O —Application Types and Approvals\Subdivision\2018\4115 El
Carnino Real (Tentative Map)\Breezeway —CCRs\41l5 EL CAMINO BREEZEWAY ACCESS EASEMENT FORM
ayedit-DMVREVIEW3 .docx
6.
DocuSign Envelope ID: 1A608A51-7BCD-469C-B447-683F8CF14B25
Exhibit “B”-Breezeway Access Easement Area
[ATTACH DRAWING SHOWING EASEMENT AREA]
S:\PLAN\PLADIV\Current Planning\O —Application Types and Approvals\Subdivision\2018\4115 El
Camino Real (Tentative Map)\Breezeway —CCRs\41l5 EL CAMINO BREEZEWAY ACCESS EASEMENT FORM
ayedit—DMVREVIEN3 docx
7.
DocuSign Envelope ID: 1A608A51-7BCD-469C-B447-683F8CF14B25
LANDS OF Y &J MICHELE WAY
/DOC.NO.24110052
/-APN:132—46—100/TRUE
t I POINT OF—\
I BEGINNING1O$-./
________S33’05’O0”W
178.04’
____
;;/r.—
P05 479 M 41
LANDS OF
10 (IR.)
APN:132—46—105
0 20 40 80
/4.LEA &BRAZE ENGINEERING,tIC BREEZEWAY ACCESS EXHIBIT
NGINEERS•LANDSURYORS FOR 4115 EL CAMINO AVENUEBAYAREAREGIONSACRAMENTOREGION
2495 INDUSTRIAL PKWY WEST 3017 DOUGlAS BLVD.f 300 PALO ALTO,CALIFORNIAHA’rWARD,CAUFORNIA 94545 ROSEV1LLE,CA 95661
(F’)(510)887—4086 (P)(916)966—1338
(F)(510)887—3019 (F)(916)797—7363
WWW.LEABRAZE.COM APN:132—46—100 JOB #21 81522
/
/
/7.87’
/PARCEL 2—314 M 11ILANDSOFCCIGROUP LP
APN:132—46—116
•—__N3Y05’48”_136.54’—-S.
15.42’
69.62’5.13
2.50’
LLC I
..i_33•LANDS OF
0 (TR.)
APN:
132—46—90
SCALE:1”=40’
LEGEND
______
BOUNDARY LINE
PROPERTY LINE—BREEZEWAY ACCES
DRAWN BY:PC DEC 4,2019
DocuSign Envelope ID: 1A608A51-7BCD-469C-B447-683F8CF14B25
Certificate Of Completion
Envelope Id: 1A608A517BCD469CB447683F8CF14B25 Status: Completed
Subject: Please DocuSign: PDS At Places Memo Council Dec. 14 Agenda Item No 4.pdf
Source Envelope:
Document Pages: 9 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Madina Klicheva
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Madina.Klicheva@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
12/8/2020 7:01:42 PM
Holder: Madina Klicheva
Madina.Klicheva@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
Jonathan Lait
Jonathan.Lait@CityofPaloAlto.org
Interim Director Planning and Community
Environment
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address: 99.88.42.180
Sent: 12/8/2020 7:02:36 PM
Viewed: 12/9/2020 10:38:27 AM
Signed: 12/9/2020 10:39:07 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Ed Shikada
Ed.Shikada@CityofPaloAlto.org
Ed Shikada, City Manager
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 199.33.32.254
Sent: 12/9/2020 10:39:08 AM
Viewed: 12/10/2020 8:02:20 AM
Signed: 12/10/2020 8:02:54 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/8/2020 7:02:36 PM
Envelope Summary Events Status Timestamps
Certified Delivered Security Checked 12/10/2020 8:02:20 AM
Signing Complete Security Checked 12/10/2020 8:02:54 AM
Completed Security Checked 12/10/2020 8:02:54 AM
Payment Events Status Timestamps
City of Palo Alto (ID # 11426)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 12/14/2020
City of Palo Alto Page 1
Summary Title: Development Center Lease Agreement at 526 Bryant Street
Title: Approval of a Lease Agreement Between KG-Bryant, LLC, and the City of
Palo Alto for the Premises Located at 526 Bryant Street for a 24-month Term,
at a Starting Base Rent of $5,293 per Month and Increasing 3 Percent in Year
2
From: City Manager
Lead Department: Administrative Services
Recommended Motion
Staff recommends that Council authorize the City Manager to execute the lease agreement
contained in Attachment A, between KG-Bryant, LLC, and the City of Palo Alto, for office space
located at 526 Bryant Street, in an amount not to exceed $243,600. The lease is for a 24-month
term commencing on February 1, 2021 through January 31, 2023. The initial base rent is
$5,293.72 per month and increases 3% in Year 2.
Executive Summary
The City currently leases approximately 5,864 square feet from KG-Bryant, LLC, at 526 Bryant
Street for use by Planning and Development Services staff. To address budget challenges and in
recognition of the current shelter in place requirements leaving office space vacant, a new lease
has been negotiated to reduce the premises to 3,076 square feet in the basement level. This
will keep some staff at the current location beyond the current lease expiration date of January
31, 2021. Additionally, staff negotiated the new agreement to reduce base rent 68% from $5.46
to $1.72 per sq. ft. The renewal of this lease will allow Planning and Development Services to
meet its goal of helping customers build safe, healthy, and sustainable buildings that comply
with applicable codes and regulations, while ensuring the safety of City staff.
Background
Planning and Development Services is currently operating out of the three locations listed
below.
City of Palo Alto Page 2
*5th Floor square footage is only 75% of the total since the floor is shared with Transportation. It also excludes elevator and restroom area.
The premises at 526 Bryant Street contain 5,864 square feet of building area comprising 3,076
square feet in the basement level and 2,788 square feet on the second floor. It is part of an
approximate 14,500 square foot multitenant mixed-use office and retail building that was
constructed in 1935. There is no onsite parking, but the property is located roughly half a block
northwest of the Development Center (285 Hamilton Avenue) and approximately one block
northwest of City Hall.
The City has been leasing 526 Bryant Street since 2017 for use by Development Services,
although the premises were also used for temporary staff relocation during the renovation of
floors at City Hall. Currently, fire inspectors and plan check services occupy the second floor and
building inspectors are in the basement level. With the approval of this lease, service on the
second floor will be relocated between the basement level of 526 Bryant Street as well as the
285 Hamilton Avenue facility. Through a few minor space modifications, the premises at 526
Bryant Street, along with the other two Planning and Development Services locations at 285
Hamilton Avenue and City Hall, meet the requirements for current usage and staffing levels.
Staff is seeking a lease term that would allow the department to nimbly respond to potential
business operation and budget transitions.
Discussion
Staff has negotiated a new lease agreement with the basic provisions listed below.
• Initial term: Twenty-four months commencing on February 1, 2021 and expiring on
January 31, 2023;
• Monthly base rent: $5,293.72 per month, increasing 3% in Year 2
o The monthly base rent was reduced by 68% from $5.46 per sq ft to $1.72 per sq
ft in Year 1.
• Operating expenses: City is responsible for a portion of operating expenses (such as
taxes, insurance, maintenance and repair, janitorial, and utilities), currently estimated at
$4,706.28 per month and projected to increase up to 3% in Year 2.
o The budget for rent in Fiscal Year 2020 – 2021 of the 526 Bryant lease was
$544,150. With the new reduced area and monthly rate, the total budgeted cost
of this lease for Fiscal Year 2020 – 2021 will be reduced to about $328,433. The
total expected budgeted cost of this lease for Fiscal Year 2021 – 2022 is
$121,800.
City of Palo Alto Page 3
Timeline
The current lease at 526 Bryant Street expires on January 31, 2021 and this new lease is
scheduled to commence on February 1, 2021.
Resource Impact
The current base rent to lease 526 Bryant Street is $31,106 per month and is scheduled to
increase by 3% to $32,039 on December 1, 2020. The new lease, which is just for the basement
level and scheduled to commence on February 1, 2021, will be at a reduced base rent of $5,294
and increase 3% in Year 2. Current operating expenses are estimated at $4,706 per month. The
current rental costs are within the budget levels in the FY2021 Operating Budget adopted by
City Council. No additional funding is required at this time.
Policy Implications
This recommendation does not present any changes to existing City policies.
Stakeholder Engagement
The Real Estate Division met with Planning and Development Services to determine their real
estate needs. Various options were considered including searching for alternative spaces to
lease as well as moving into property owned by the City. Planning and Development Services
determined that the most optimal option to provide functionality and continuity in service was
to extend their current lease at 526 Bryant Street. In order to reduce costs, Development
Services will only lease the basement level and forego the upper level of the premises. Real
Estate Division and Planning and Development Services staff engaged with the owner to
restructure the lease to lower the base rent.
Environmental Review
Approval of this lease agreement is exempt from review under the California Environmental
Quality Act (CEQA) because it can be seen with certainty that there is no possibility that the
activity in question may have a significant effect on the environment (CEQA Guidelines Section
15061(b)(3)).
Attachments:
• Attachment A: 526 Bryant Street Lease
817\3483561.5
STANDARD OFFICE LEASE
1. BASIC LEASE PROVISIONS.
1.1 DATE: October 30, 2020
1.2 LANDLORD: KG-BRYANT, LLC,
a California limited liability company
1.3 TENANT: CITY OF PALO ALTO, a charter city
and municipal corporation of the State of California
1.4 BUILDING ADDRESS: 526 Bryant Street, Palo Alto, California
1.5 INTENTIONALLY OMITTED
1.6 RENTABLE AREA OF PREMISES: Approximately 3,076, located in the basement
(in square feet)
1.7 USE: Executive and administrative office
1.8 TERM: Twenty four (24) months
1.9 COMMENCEMENT DATE: February 1, 2021
1.10 EXPIRATION DATE: January 31, 2023
1.11 MONTHLY BASE RENT:
1.12 BASE RENT DUE UPON EXECUTION: $5,293.72 (for the first month of the Term)
1.13 SECURITY DEPOSIT: $15,000.00
1.14 TENANT'S SHARE: 22.9%
1.15 LEASE TYPE: Triple Net (NNN)
1.16 OPTION TO EXTEND: None
1.17 BUSINESS HOURS: 8:00 a.m. through 6:00 p.m. Monday through Friday,
excluding Holidays
1.18 INTENTIONALLY OMITTED
1.19 REAL ESTATE BROKER:
LANDLORD: None
TENANT: None
1.20 EXHIBITS ATTACHED TO LEASE: Exhibit A – "Premises";
Exhibit B – "Verification Letter";
Exhibit C – "Rules and Regulations";
1.21 ADDRESSES FOR NOTICES:
Months Base Rent Due
Each Month
01 – 12 $5,293.72
13 – 24 $5,452.53
Attachment A
Attachment A - 1
817\3483561.5 2
LANDLORD: KG-Bryant, LLC
401 Florence Street, Suite 200
Palo Alto, CA 94301
Attention: John Fong
and
KG-Bryant, LLC
P.O. Box 390
Palo Alto, CA 94302
Attention: John Fong
WITH A COPY TO: Hopkins & Carley, ALC
200 Page Mill Road, Suite 200
Palo Alto, CA 94306
Attention: Kevin Hill, Esq.
TENANT: Premises
and
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Attention: Real Property Manager
WITH A COPY TO: City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Attention: City Attorney
1.22 INTERPRETATION. The Basic Lease Provisions shall be interpreted in conjunction with all of the other terms and
conditions of this Lease. Other terms and conditions of this Lease modify and expand on the Basic Lease Provisions. If there is
a conflict between the Basic Lease Provisions and the other terms and conditions of this Lease, the other terms and conditions
shall control.
2. PREMISES.
2.1 LEASE OF PREMISES AND DEFINITION OF PROJECT. The "Premises" shall mean the area shown on Exhibit "A" to
this Lease. Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon all of the conditions set forth herein
the Premises, together with certain rights to the Common Areas (as defined below) as hereinafter specified. The Premises shall
not include an easement for light, air or view. The building of which the Premises is a part (the "Building"), the Common Areas,
the land upon which the same are located, along with all other buildings and improvements designated by Landlord are herein
collectively referred to as the "Project."
2.2 INTENTIONALLY OMITTED.
2.3 COMMON AREAS-DEFINED. The term "Common Areas" is defined as all areas and facilities outside the Premises
and within the exterior boundary line of the Project that are designated by Landlord from time to time for the general non-exclusive
use of Landlord, Tenant and the other tenants of the Project and their respective employees, suppliers, customers and invitees,
including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms, elevators, loading and unloading
areas, roadways and sidewalks. Tenant shall not store any property in the Common Areas or use the Common Areas for any
purpose not approved by Landlord, in Landlord’s sole discretion. Landlord may also designate other land and improvements
outside the boundaries of the Project to be a part of the Common Areas, provided that such other land and improvements have a
reasonable and functional relationship to the Project.
3. TERM.
3.1 TERM AND COMMENCEMENT DATE. The term and Commencement Date of this Lease are as specified in
Sections 1.8 and 1.9. If the actual Commencement Date does not occur on the first day of a calendar month, the term of this
Lease shall be extended by the number of days between the actual Commencement Date and the first day of the next calendar
month, it being the intention of Landlord and Tenant that the term of the Lease end on the last day of a calendar month. When
the actual Commencement Date is established by Landlord, Landlord may complete the letter attached hereto as Exhibit “B” and
Tenant shall, within ten (10) business days after Landlord's request, execute the letter and deliver it to Landlord. Tenant's failure
Attachment A
Attachment A - 2
817\3483561.5 3
to execute the letter within said ten (10) business day period shall constitute Tenant's acknowledgment of the truth of the facts
contained in the letter delivered by Landlord to Tenant. Tenant acknowledges and agrees that it is currently in possession of the
Premises pursuant to a separate sublease agreement.
3.2 DELAY IN POSSESSION. Notwithstanding the Commencement Date specified in Section 1.9, if for any reason
Landlord cannot deliver possession of the Premises to Tenant on said date or any other date, Landlord shall not be subject to any
liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder; provided, however,
in such a case, Tenant shall not be obligated to pay rent under this Lease, except as may be otherwise provided in this Lease,
until possession of the Premises is tendered to Tenant. If Landlord is unable to deliver possession of the Premises to Tenant on
the Commencement Date specified in Section 1.9 due to a Force Majeure Event (as defined below), such Commencement Date
shall be extended by the period of the delay caused by the Force Majeure Event. A “Force Majeure Event” shall mean fire,
earthquake, weather delays or other acts of God, strikes, boycotts, war, riot, insurrection, embargoes, shortages of equipment,
labor or materials, delays in issuance of governmental permits or approvals, or any other cause beyond the reasonable control of
Landlord.
4. RENT.
4.1 BASE RENT. Tenant shall pay to Landlord the Base Rent for the Premises set forth in Section 1.11, without offset,
demand or deduction on or before the first day of each calendar month. At the time Tenant executes this Lease it shall pay to
Landlord the advance Base Rent described in Section 1.12. Base Rent for any period during the term hereof which is for less
than one month shall be prorated based upon the actual number of days of the calendar month involved. Base Rent and all other
amounts payable to Landlord hereunder shall be payable to Landlord in lawful money of the United States, and Tenant shall be
responsible for delivering said amounts to Landlord at the address stated herein or to such other persons or to such other places
as Landlord may designate in writing. Base Rent for the first full month of the term shall be paid upon Tenant’s execution of this
Lease.
4.2 OPERATING EXPENSE. Tenant shall pay to Landlord during the term hereof, in addition to the Base Rent, Tenant's
Share of all Operating Expenses. If less than 100% of the rentable square feet in the Project is occupied by tenants or Landlord
is not supplying services to 100% of the rentable square feet of the Project at any time during any calendar year, Operating
Expenses for such calendar year shall be an amount equal to the Operating Expenses which would normally be expected to be
incurred had 100% of the Project's rentable square feet been occupied and had Landlord been supplying services to 100% of the
Project's rentable square feet throughout such calendar year. Notwithstanding the foregoing, in no event shall Operating Expenses
charged to Tenant in any calendar year exceed Tenant’s Share of the actual Operating Expenses paid by Landlord for such
calendar year. Regardless of the amount of actual Operating Expenses, Tenant’s Share of actual Operating Expenses when
combined with Base Rent and Tenant's Share of Real Property Taxes shall not exceed $10,000.00 per month in the first contract
year, and this figure shall not be increased by more than 3% in each subsequent year above the immediately preceding year.
Tenant's Share of Operating Expense shall be determined in accordance with the following provisions:
(a) "Tenant's Share" is defined as the percentage set forth in Section 1.14, which percentage has been
determined by dividing the number of rentable square feet in the Premises by the number of rentable square feet in the Project
and multiplying the resulting quotient by one hundred (100). In the event that the number of rentable square feet in the Project or
the Premises changes, Tenant's Share shall be adjusted in the year the change occurs, and Tenant's Share for such year shall
be determined on the basis of the days during such year that each Tenant's Share was in effect.
(b) [intentionally omitted].
(c) "Operating Expenses" shall include all costs, expenses and fees incurred by Landlord in connection
with or attributable to the Project, including but not limited to, the following items: (i) all costs, expenses and fees associated with
or attributable to the ownership, management, operation, repair, maintenance, improvement, alteration and replacement of the
Project, or any part thereof, including but not limited to, the following: (A) all surfaces, coverings, decorative items, carpets, drapes,
window coverings, loading and unloading areas, trash areas, roadways, sidewalks, stairways, walls, structural elements,
landscaped areas, striping, bumpers, irrigation systems, lighting facilities, building exteriors and roofs, fences and gates; (B) all
heating, ventilating and air conditioning equipment ("HVAC"), plumbing, mechanical, and electrical systems, life safety systems
and equipment, telecommunication equipment, tenant directories, fire detection systems including sprinkler system maintenance
and repair; (ii) the cost of trash disposal, janitorial services for Common Areas and security services and systems; (iii) the cost of
all insurance carried by Landlord, including any deductibles; (iv) the cost of water, sewer, gas, electricity, and other utilities
available at the Project and paid by Landlord; (v) the cost of labor, salaries and applicable fringe benefits incurred by Landlord;
(vi) the cost of materials, supplies and tools used in managing, maintaining and/or cleaning the Project; (vii) the cost of accounting
fees, management fees, legal fees and consulting fees attributable to the ownership, operation, management, maintenance and
repair of the Project; (viii) the cost of operating, replacing, modifying and/or adding improvements or equipment mandated by any
law, statute, regulation or directive of any governmental agency and any repairs or removals necessitated thereby; (ix) payments
made by Landlord under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining
to the payment or sharing of costs among property owners; (x) any business property taxes or personal property taxes imposed
upon the fixtures, machinery, equipment, furniture and personal property used in connection with the operation of the Project; (xi)
the cost of all business licenses, any gross receipt taxes based on rental income or other payments received by Landlord,
Attachment A
Attachment A - 3
817\3483561.5 4
commercial rental taxes or any similar taxes or fees; (xii) transportation taxes, fees or assessments, (xiii) the cost of installing
intrabuilding network cabling ("INC") and maintaining, repairing, securing and replacing existing INC; and (xiv) the cost of any
other service provided by Landlord or any cost that is elsewhere stated in this Lease to be an "Operating Expense." Real Property
Taxes shall be paid in accordance with Section 10 below and shall not be included in Operating Expenses. Landlord shall have
the right but not the obligation, from time to time, to equitably allocate some or all of the Operating Expenses among different
tenants of the Project or among the different buildings which comprise the Project (the "Cost Pools"). Such Cost Pools may
include, but shall not be limited to, the office space tenants of the Project and the retail space tenants of the Project.
(d)Operating Expenses shall exclude the following: (i) costs associated with defending or pursuing any
lawsuits with any other tenant of the Project; (ii) costs paid to construct tenant improvements in space to be occupied exclusively
by other tenants; (iii) leasing commissions and attorney fees incurred in connection with leasing space in the Project to tenants;
(iv)the cost of repairs or other work undertaken by reason of fire or other casualty to the extent that Landlord actually receives
reimbursement for such costs from insurance proceeds (except that insurance deductibles shall be included in Operating
Expenses); and (v) costs, fees, dues, contributions or similar expenses for political or charitable organizations.
(e)Tenant's Share of Operating Expense shall be payable by Tenant within thirty (30) days after a
statement of actual expenses is presented to Tenant by Landlord. At Landlord's option, however, Landlord may, from time to time,
estimate what Tenant's Share of Operating Expense will be, and the same shall be payable by Tenant monthly during each year
of the Lease term, on the same day as the Base Rent is due hereunder. In the event that Tenant pays Landlord's estimate of
Tenant's Share of Operating Expense, Landlord shall use commercially reasonable efforts to deliver to Tenant within one hundred
eighty (180) days after the expiration of each calendar year a reasonably detailed statement (the "Statement") showing Tenant's
Share of the actual Operating Expense incurred during such year. Landlord's failure to deliver the Statement to Tenant within said
period shall not constitute Landlord's waiver of its right to collect said amounts or otherwise prejudice Landlord's rights hereunder.
If Tenant's payments under this Section 4.2(e) during said year exceed Tenant's Share as indicated on the Statement, Tenant
shall be entitled to credit the amount of such overpayment against Tenant's Share of Operating Expense next falling due. If
Tenant's payments under this Section 4.2(e) during said year were less than Tenant's Share as indicated on the Statement, Tenant
shall pay to Landlord the amount of the deficiency within thirty (30) days after delivery by Landlord to Tenant of the Statement.
Landlord and Tenant shall forthwith adjust between them by cash payment any balance determined to exist with respect to that
portion of the last calendar year for which Tenant is responsible for Operating Expense, notwithstanding that the Lease term may
have terminated before the end of such calendar year; and this provision shall survive the expiration or earlier termination of the
Lease.
(g)The computation of Tenant's Share of Operating Expenses is intended to provide a formula for the
sharing of costs by Landlord and Tenant and will not necessarily result in the reimbursement to Landlord of the exact costs it has
incurred.
(h)If Tenant disputes the amount set forth in the Statement, Tenant shall have the right, at Tenant's sole
expense, not later than ninety (90) days following receipt of such Statement, to cause Landlord's books and records with respect
to the calendar year which is the subject of the Statement to be audited by a certified public accountant mutually acceptable to
Landlord and Tenant. The audit shall take place at the offices of Landlord where its books and records are located at a mutually
convenient time during Landlord's regular business hours. Tenant's Share of Operating Expenses shall be appropriately adjusted
based upon the results of such audit, and the results of such audit shall be final and binding upon Landlord and Tenant. Tenant
shall have no right to conduct an audit or to give Landlord notice that it desires to conduct an audit at any time Tenant is in default
under the Lease. No subtenant shall have any right to conduct an audit, and no assignee shall conduct an audit for any period
during which such assignee was not in possession of the Premises. Tenant's right to undertake an audit with respect to any
calendar year shall expire sixty (60) days after Tenant's receipt of the Statement for such calendar year, and such Statement shall
be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct, at the end of such sixty (60)
day period, unless prior thereto Tenant shall have given Landlord written notice of its intention to audit Operating Expenses for
the calendar year which is the subject of the Statement. If Tenant gives Landlord notice of its intention to audit Operating
Expenses, it must commence such audit within sixty (60) days after such notice is delivered to Landlord, and the audit must be
completed within ninety (90) days after such notice is delivered to Landlord. If Tenant does not commence and complete the audit
within such periods, the Statement which Tenant elected to audit shall be deemed final and binding upon Tenant and shall, as
between the parties, be conclusively deemed correct. To the extent permitted by applicable law, including without limitation the
California Public Records Act, Tenant shall inform Landlord of any request for disclosure of Operating Expense audit records and
provide Landlord with an opportunity to assert that some or all of such records constitute privileged trade secrets.
5.SECURITY DEPOSIT. Tenant shall deposit with Landlord the sum stated in Section 1.13 (the “Security Deposit”) to be held
by Landlord as security for the full and faithful performance of Tenant’s obligations under this Lease, to pay any rental sums,
including without limitation such additional rent as may be owing under any provision hereof, and to maintain the Premises as
required herein or any other provision of this Lease. Upon any breach of any obligations of Tenant hereunder, Landlord may apply
all or part of the Security Deposit as full or partial compensation. If any portion of the Security Deposit is so applied, Tenant shall
within 10 business days after written demand by Landlord deposit cash with Landlord in an amount sufficient to restore the Security
Deposit to its original amount. Landlord shall not be required to keep this Security Deposit separate from its general funds, and
Tenant shall not be entitled to interest on the Security Deposit. In no event may Tenant utilize all or any portion of the Security
Deposit as a payment toward any rental sum due under this Lease. Any unapplied balance of the Security Deposit shall be
returned to Tenant or, at Landlord’s option, to the last assignee of Tenant’s interest in this Lease within 60 days following the
Attachment A
Attachment A - 4
817\3483561.5 5
termination of this Lease and Tenant's vacation of the Premises. Tenant hereby waives the provisions of Section 1950.7 of the
California Civil Code, or any similar or successor laws now or hereafter in effect, in connection with Landlord’s application of the
Security Deposit to prospective rent that would have been payable by Tenant but for the early termination due to Tenant’s Default
(as defined herein). Landlord is currently holding the sum of $15,000 as a security deposit (“Existing Security Deposit”)
previously deposited by Tenant with Landlord pursuant to Tenant’s current sublease of the Premises. Tenant hereby authorizes
Landlord to retain and apply any remaining balance of the Existing Security Deposit to the Security Deposit due hereunder, and if
the Existing Security Deposit is less than the Security Deposit required hereunder at any time, then Tenant shall, within 10 business
days after demand, restore the Security Deposit to the sum stated in Section 1.13.
6.USE.
6.1 USE. The Premises shall be used and occupied only for the purpose set forth in Section 1.7 and for no other
purpose. If Section 1.7 gives Tenant the right to use the Premises for general office use, by way of example and not limitation,
general office use shall not include medical office use or any similar use, laboratory use, classroom use, or similar use, any use
not characterized by applicable zoning and land use restrictions as general office use, any use which would require Landlord or
Tenant to obtain a conditional use permit or variance from any federal, state or local authority, or any other use not compatible, in
Landlord's sole judgment, with a first class office building. Notwithstanding any permitted use inserted in Section 1.7, Tenant shall
not use the Premises for any purpose which would violate the Project's certificate of occupancy, any conditional use permit or
variance applicable to the Project or violate any covenants, conditions or other restrictions applicable to the Project. In no event
shall Tenant use the Premises for the sale or use of marijuana or any use associated with the sale or use of marijuana. Unless
prevented by damage and destruction, condemnation, required repairs, Force Majeure Events and other causes beyond
Landlord’s reasonable control, Tenant shall have exclusive access to the Premises twenty-four (24) hours per day, seven (7) days
a week.
6.2 COMPLIANCE WITH LAW.
(a)Tenant shall, at Tenant's sole expense, promptly comply with all applicable laws, ordinances, rules,
regulations, orders, certificates of occupancy, conditional use or other permits, variances, covenants and restrictions of record,
the recommendations of Landlord's engineers or other consultants, and requirements of any fire insurance underwriters, rating
bureaus or government agencies, now in effect or which may hereafter come into effect, whether or not they reflect a change in
policy from that now existing, during the term or any part of the term hereof, relating in any manner to the Premises or the
occupation and use by Tenant of the Premises (“Legal Requirements”). Tenant shall, at Tenant's sole expense, comply with all
requirements of the Americans With Disabilities Act (“ADA”) that relate to the Premises, and all federal, state and local laws and
regulations governing occupational safety and health. Subject to Section 4, Landlord shall be responsible for compliance with
ADA requirements relating to the Building, unless the need for such compliance relates, arises or is required because of or in
connection with Tenant’s Alterations or particular use of the Premises for other than general office use. Notwithstanding the
foregoing, in no event shall Tenant be required to make changes required by Legal Requirements to the Building's electrical,
HVAC, plumbing, life safety or similar systems, or to the structural components of the Premises ("Landlord Changes"), unless
such changes are required due to Tenant’s negligence or misuse of the Premises, Tenant's alteration of the Premises or Tenant’s
particular use of the Premises. If the changes are required due to Tenant’s negligence or misuse of the Premises, Tenant's
alteration of the Premises or Tenant’s particular use of the Premises, Landlord shall make such changes and Tenant shall
reimburse Landlord for the reasonable cost thereof. With respect to other Landlord Changes, Landlord shall cause same to be
completed, and cost thereof may be included in Operating Expenses. Tenant shall conduct its business and use the Premises in
a lawful manner and shall not use or permit the use of the Premises or the Common Areas in any manner that will tend to create
dangerous situations, waste or a nuisance or shall tend to disturb other occupants of the Project. Tenant shall obtain, at its sole
expense, any permit or other governmental authorization required to operate its business from the Premises. Landlord shall not
be liable for the failure of any other tenant or person to abide by the requirements of this section or to otherwise comply with
applicable laws and regulations, and Tenant shall not be excused from the performance of its obligations under this Lease due to
such a failure.
(b)Pursuant to California Civil Code Section 1938, Landlord hereby notifies Tenant that as of the date of
this Lease, the Premises, Building and Project have not undergone inspection by a “Certified Access Specialist” to determine
whether the Premises, Building or Project meet all applicable construction-related accessibility standards under California Civil
Code Section 55.53. Pursuant to Section 1938 of the California Civil Code, Landlord hereby provides the following notification to
Tenant: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises
comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require
a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from
obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested
by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection,
the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction
related accessibility standards within the premises.” Any CASp inspection shall be conducted at Tenant’s sole cost by an inspector
approved in advance by Landlord.
6.3 CONDITION OF PREMISES. Except as otherwise expressly provided in this Lease, Tenant hereby accepts the
Premises and the Project in their “as is” condition existing as of the date this Lease is executed by Landlord and Tenant, subject
to all applicable federal, state and local laws, ordinances, regulations and permits governing the use of the Premises, the certificate
Attachment A
Attachment A - 5
817\3483561.5 6
of occupancy, any applicable conditional use permits or variances, and any easements, covenants or restrictions affecting the use
of the Premises or the Project. Tenant acknowledges that it has satisfied itself by its own independent investigation that the
Premises and the Project are suitable for its intended use and that its use is permitted by applicable laws and regulations, and
that neither Landlord nor Landlord's agents have made any representation or warranty as to the present or future suitability of the
Premises, or the Project for the conduct of Tenant's business.
7. MAINTENANCE, REPAIRS AND ALTERATIONS.
7.1 LANDLORD'S OBLIGATIONS. Landlord shall keep the Project (excluding the Premises and space leased to other
occupants of the Project) in good condition and repair. If plumbing pipes, electrical wiring, HVAC ducts or vents within the Premises
are in need of repair, Tenant shall immediately notify Landlord, and Landlord shall cause the repairs to be completed within a
reasonable time, and Tenant shall immediately pay the entire cost of the repairs to Landlord if such repairs are necessitated by
Tenant’s negligence or misuse. There shall be no abatement of rent or liability to Tenant on account of any injury to or interference
with Tenant's business with respect to any improvements, alterations or repairs made by Landlord to the Project or any part
thereof. Tenant expressly waives the benefits of any statute now or hereafter in effect which would otherwise afford Tenant the
right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Project in good
order, condition and repair; provided, however, in the event that Landlord defaults in its obligations under this Section 7.1 (after
receipt of notice and an additional five (5) Business days’ opportunity to cure) and such failure materially interferes with Tenant’s
ability to use the Premises for office use, then Tenant shall have the right to cure such default, and in such event, Landlord shall
reimburse Tenant for the cost and expense paid by Tenant to effect such cure within ten (10) days after written notice from Tenant
to Landlord, which notice shall include reasonable evidence of such cost and expense, as well as the payment by Tenant thereof.
If Landlord fails to so reimburse Tenant, Tenant shall be entitled to deduct such cost and expense from the next payment (or
payments, if necessary to fully reimburse Tenant) of monthly Base Rent, Tenant’s Share of actual Operating Expenses, Tenant's
Share of Real Property Taxes, or any amount due under this Lease.
7.2 TENANT'S OBLIGATIONS.
(a) Subject to the requirements of Section 7.3, Tenant shall be responsible for keeping the Premises in
good condition and repair, at Tenant's sole expense. By way of example, and not limitation, Tenant shall be responsible, at
Tenant's sole expense, for repairing and/or replacing, carpet, tile, paint, wall coverings, corridor and interior doors and door
hardware, equipment, interior glass, window treatments, ceiling tiles, shelving, cabinets and other tenant improvements. If Tenant
fails to keep the Premises in good condition and repair, Landlord may, but shall not be obligated to, make any necessary repairs.
If Landlord makes such repairs, Landlord may bill Tenant for the cost of the repairs as additional rent, and said additional rent
shall be payable by Tenant within ten (10) business days.
(b) On the last day of the term hereof, or on any sooner termination, Tenant shall surrender the Premises
to Landlord in good condition, ordinary wear and tear excepted, clean and free of debris and Tenant's personal property. Tenant
shall repair any damage to the Premises occasioned by the installation or removal of Tenant's trade fixtures, furnishings and
equipment. Landlord shall notify Tenant at least 90 days prior to the expiration of the term of its decision to require Tenant to (i)
remove any telecommunications or other cabling installed by or for Tenant in the Premises (collectively, “Cabling”) or (ii) leave all
or part of the Cabling. If Landlord requires Tenant to remove all or part of the Cabling, each individual cable left by Tenant shall
be tagged by Tenant both at the end of the cable in the Premises and at the end of the cable in the riser closet so that Landlord
can easily determine where each individual cable begins and ends. Each tag shall specify Tenant’s name, the type of cable,
where the cable terminates in the Premises or the riser closet, as applicable, and what the cable was being used for by Tenant.
If Landlord requires Tenant to remove some or all of the Cabling and Tenant fails to do so prior to the last day of the term or any
sooner termination, Landlord may, but shall not be obligated to, remove such Cabling and, in this event, Tenant shall reimburse
Landlord for all costs Landlord incurs in removing the such cable within ten (10) business days after written demand.
7.3 ALTERATIONS AND ADDITIONS.
(a) Except as provided below, Tenant shall not, without Landlord's prior written consent, which may be
given or withheld in Landlord's sole discretion, make any alterations, improvements, additions or utility installations (hereinafter
collectively referred to as "Alterations") in, on or about the Premises or the Project. Notwithstanding the foregoing, Tenant shall
not be required to obtain Landlord’s prior written consent to make cosmetic, non-structural alterations ("Cosmetic Alterations")
to the inside of the Premises (e.g., paint and carpet) that do not (i) involve the expenditure of more than $5,000 in the aggregate
in any calendar year, (ii) affect the exterior appearance of the Building, (iii) affect the Building’s electrical, plumbing, HVAC, life,
fire, safety or security systems, (iv) affect the structural elements of the Building or (v) adversely affect any other tenant of the
Project. At the expiration of the term, Landlord may require the removal of any Alterations (including Cosmetic Alterations and
any improvements installed by or for Tenant prior to the Commencement Date of this Lease) installed by Tenant and the restoration
of the Premises and the Project to their prior condition, at Tenant's sole expense. If, as a result of any Alteration made by Tenant,
Landlord is obligated to comply with the Americans With Disabilities Act or any other law or regulation and such compliance
requires Landlord to make any improvement or Alteration to any portion of the Project, as a condition to Landlord's consent,
Landlord shall have the right to require Tenant to pay to Landlord prior to the construction of any Alteration by Tenant, the entire
cost of any improvement or alteration Landlord is obligated to complete by such law or regulation. Should Landlord permit Tenant
to make its own Alterations, Tenant shall use only such contractor as has been expressly approved by Landlord, and Landlord
may require Tenant to provide to Landlord, at Tenant's sole cost and expense, a lien and completion bond in an amount equal to
Attachment A
Attachment A - 6
817\3483561.5 7
one and one-half times the estimated cost of such Alterations, to insure Landlord against any liability for mechanic's and
materialmen's liens and to insure completion of the work. In addition, Tenant shall pay to Landlord a fee equal to three percent
(3%) of the cost of the Alterations to compensate Landlord for the overhead and other costs it incurs in reviewing the plans for the
Alterations and in monitoring the construction of the Alterations (the “Landlord Fee”). If Landlord incurs architectural, engineering
or other consultants’ fees in evaluating such Alterations, Tenant shall reimburse Landlord for these fees in addition to the Landlord
Fee within ten (10) days after written demand, whether or not such Alterations are actually made. Should Tenant make any
Alterations without the prior approval of Landlord, or use a contractor not expressly approved by Landlord, Landlord may, at any
time during the term of this Lease, require that Tenant remove all or part of the Alterations and return the Premises to the condition
it was in prior to the making of the Alterations. In the event Tenant makes any Alterations, Tenant agrees to obtain or cause its
contractor to obtain, prior to the commencement of any work, "builders all risk" insurance in an amount approved by Landlord and
workers compensation insurance.
(b) Any Alterations in or about the Premises that Tenant shall desire to make shall be presented to
Landlord in written form, with plans and specifications which are sufficiently detailed to obtain a building permit. If Landlord
consents to an Alteration, the consent shall be deemed conditioned upon Tenant acquiring a building permit from the applicable
governmental agencies, furnishing a copy thereof to Landlord prior to the commencement of the work, and compliance by Tenant
with all conditions of said permit in a prompt and expeditious manner. Tenant shall promptly provide Landlord with as-built plans
and specifications for any Alterations made to the Premises.
(c) Tenant shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished
to or for Tenant at or for use in the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against
the Premises or the Project, or any interest therein. If Tenant shall, in good faith, contest the validity of any such lien, Tenant shall
furnish to Landlord a surety bond satisfactory to Landlord in an amount equal to not less than one and one half times the amount
of such contested lien claim indemnifying Landlord against liability arising out of such lien or claim. Such bond shall be sufficient
in form and amount to free the Project from the effect of such lien. In addition, Landlord may require Tenant to pay Landlord's
reasonable attorneys' fees and costs incurred as a result of any such lien.
(d) Tenant shall give Landlord not less than ten (10) days' advance written notice prior to the
commencement of any work in the Premises by Tenant, and Landlord shall have the right to post notices of non-responsibility in
or on the Premises or the Project.
(e) All Alterations (whether or not such Alterations constitute trade fixtures of Tenant) which may be made
to the Premises by Tenant shall be paid for by Tenant, at Tenant's sole expense, and shall be made and done in a good and
workmanlike manner and with new materials satisfactory to Landlord, and such Alteration shall be the property of Landlord and
remain upon and be surrendered with the Premises at the expiration of the Lease term, unless Landlord requires their removal
pursuant to Section 7.3. Provided Tenant is not in default, Tenant's personal property and equipment, other than that which is
affixed to the Premises so that it cannot be removed without material damage to the Premises or the Project, shall remain the
property of Tenant and may be removed by Tenant subject to the provisions of Section 7.2(b).
7.4 FAILURE OF TENANT TO REMOVE PROPERTY. If this Lease is terminated due to the expiration of its term or
otherwise, and Tenant fails to remove its property as required by Section 7.2(b), then in addition to any other remedies available
to Landlord under this Lease, and subject to any other right or remedy Landlord may have under applicable law, Landlord may
remove any property of Tenant from the Premises and store the same elsewhere at the expense and risk of Tenant.
8. INSURANCE.
8.1 INSURANCE-TENANT.
(a) Tenant shall obtain and keep in force during the term of this Lease a commercial general liability policy
of insurance with coverages acceptable to Landlord, in Landlord's reasonable discretion, which, by way of example and not
limitation, protects Tenant and Landlord (as an additional insured) against claims for bodily injury, personal injury and property
damage based upon, involving or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas
appurtenant thereto. Such insurance shall be on an occurrence basis providing coverage in an amount not less than $5,000,000
per occurrence and not less than $5,000,000 in the aggregate with an "Additional Insured-Managers and Landlords of Premises
Endorsement". The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall
include coverage for liability assumed under this Lease as an "insured contract" for the performance of Tenant's indemnity
obligations under this Lease.
(b) Tenant shall obtain and keep in force during the term of this Lease “Causes of Loss – Special Form”
extended coverage property insurance (previously known as “all risk” property insurance) with coverages acceptable to Landlord,
in Landlord's reasonable discretion. Said insurance shall be written on a one hundred percent (100%) replacement cost basis on
Tenant's personal property, all tenant improvements installed at the Premises (whether installed by Landlord or Tenant), Tenant's
trade fixtures and other property. By way of example, and not limitation, such policies shall provide protection against any peril
included within the classification "fire and extended coverage," against vandalism and malicious mischief, theft and sprinkler
leakage. Tenant’s policy shall include endorsements to insure Tenant against losses to valuable papers, records and computer
equipment and to compensate Tenant for the cost of recovering lost data. To the extent that Tenant’s policy covers tenant
Attachment A
Attachment A - 7
817\3483561.5 8
improvements to the Premises, Landlord shall be a loss payee on such policy. If this Lease is terminated as the result of a casualty
in accordance with Section 9, the proceeds of said insurance attributable to the replacement of all tenant improvements at the
Premises shall be paid to Landlord. If insurance proceeds are available to repair the tenant improvements, at Landlord's option,
all insurance proceeds Tenant is entitled to receive to repair the tenant improvements shall be paid by the insurance company
directly to Landlord, Landlord shall select the contractor to repair and/or replace the tenant improvements, and Landlord shall
cause the tenant improvements to be repaired and/or replaced to the extent insurance proceeds are available.
(c) Tenant shall, at all times during the term hereof, maintain the following insurance with coverages
reasonably acceptable to Landlord: (i) workers' compensation insurance as required by applicable law, (ii) employers liability
insurance with limits of at least $1,000,000 per occurrence, (iii) [Intentionally omitted] and (iv) business interruption and extra
expense insurance insuring a period of at least twelve (12) months. In addition to the insurance required in (i), (ii), (iii) and (iv)
above, Landlord shall have the right to require Tenant to increase the limits of its insurance and/or obtain such additional insurance
as is customarily required by landlords owning similar real property in the Palo Alto area.
8.2 INSURANCE-LANDLORD.
(a) Landlord shall obtain and keep in force a policy of general liability insurance with coverage against
such risks and in such amounts as Landlord deems advisable insuring Landlord against liability arising out of the ownership,
operation and management of the Project.
(b) Landlord shall also obtain and keep in force during the term of this Lease a policy or policies of
insurance covering loss or damage to the Project in the amount of the replacement cost thereof (excluding foundations and similar
items), as determined by Landlord from time to time. The terms and conditions of said policies, their deductibles and the perils
and risks covered thereby shall be determined by Landlord, from time to time, in Landlord's sole discretion. In addition, at
Landlord's option, Landlord shall obtain and keep in force, during the term of this Lease, a policy of rental interruption insurance,
with loss payable to Landlord, which insurance shall, at Landlord's option, also cover all Operating Expenses. At Landlord's option,
Landlord may obtain coverage for flood and earthquake damages. In addition, Landlord shall have the right to obtain such
additional insurance as is customarily carried by owners or operators of other comparable office buildings in the geographical area
of the Project. Tenant will not be named as an additional insured in any insurance policies carried by Landlord and shall have no
right to any proceeds therefrom. The policies purchased by Landlord shall contain such deductibles as Landlord may determine.
In addition to amounts payable by Tenant in accordance with Section 4.2, Tenant shall pay any increase in the property insurance
premiums for the Project over what was payable immediately prior to the increase to the extent the increase is specified by
Landlord's insurance carrier as being caused by the nature of Tenant's occupancy or any act or omission of Tenant.
8.3 INSURANCE POLICIES. Tenant shall deliver to Landlord certificates for the insurance policies required under
Section 8.1 concurrently with the execution of this Lease using an ACORD 28 form or a similar form approved by Landlord.
Tenant's insurance policies shall not be cancelable or subject to reduction of coverage or other modification except after thirty (30)
days prior written notice to Landlord. Tenant shall, at least thirty (30) days prior to the expiration of such policies, furnish Landlord
with renewals thereof. Tenant's insurance policies shall be issued by insurance companies authorized to do business in the State
of California, and said companies shall maintain during the policy term a "General Policyholder's Rating" of at least A and a
financial rating of at least "Class X" (or such other rating as may be required by any lender having a lien on the Project) as set
forth in the most recent edition of "Best Insurance Reports." All insurance obtained by Tenant shall be primary to and not
contributory with any similar insurance carried by Landlord, whose insurance shall be considered excess insurance only. Landlord,
Landlord’s property manager and lender(s) and their respective officers, shareholders, directors, partners, members, managers,
employees, successors and assigns, shall be included as additional insureds under Tenant’s commercial general liability policy
and under the Tenant’s excess or umbrella policy, if any, using ISO additional insured endorsement CG 20 11 or a substitute
providing equivalent coverage.
8.4 WAIVER OF SUBROGATION. Landlord waives any and all rights of recovery against Tenant and Tenant’s
employees and agents for or arising out of damage to, or destruction of, the Project to the extent that Landlord's insurance policies
then in force insure against such damage or destruction (or to the extent of what would have been covered had Landlord
maintained the insurance required to be carried under this Lease) and permit such waiver. Tenant waives any and all rights of
recovery against Landlord and Landlord's employees and agents for or arising out of damage to, or destruction of, the Project to
the extent that Tenant's insurance policies then in force insure against such damage or destruction (or to the extent of what would
have been covered had Tenant maintained the insurance required to be carried under this Lease) and permit such waiver. Tenant
shall cause the insurance policies it obtains in accordance with Section 8.1 relating to property damage to provide that the
insurance company waives all right of recovery by subrogation against Landlord in connection with any liability or damage covered
by Tenant's insurance policies.
8.5 COVERAGE. Landlord makes no representation to Tenant that the limits or forms of coverage specified above or
approved by Landlord are adequate to insure Tenant's property or Tenant's obligations under this Lease, and the limits of any
insurance carried by Tenant shall not limit Tenant's obligations or liability under any indemnity provision included in this Lease or
under any other provision of this Lease.
9. DAMAGE OR DESTRUCTION.
Attachment A
Attachment A - 8
817\3483561.5 9
9.1 EFFECT OF DAMAGE OR DESTRUCTION. If all or part of the Project is damaged by fire, earthquake, flood, explosion,
the elements, riot, the release or existence of Hazardous Substances (as defined below) or by any other cause whatsoever
(hereinafter collectively referred to as "Damages"), but the Damages are not material (as defined in Section 9.2 below), Landlord
shall repair the Damages to the Project as soon as is reasonably possible, and this Lease shall remain in full force and effect. If
all or part of the Project is destroyed or materially damaged (as defined in Section 9.2 below), Landlord shall have the right, in its
sole and complete discretion, to repair or to rebuild the Project or to terminate this Lease. Landlord shall within one hundred
twenty (120) days after the discovery of such material damage or destruction notify Tenant in writing of Landlord's intention to
repair or to rebuild or to terminate this Lease. Tenant shall in no event be entitled to compensation or damages on account of
annoyance or inconvenience in making any repairs, or on account of construction, or on account of Landlord's election to terminate
this Lease. Notwithstanding the foregoing, if Landlord shall elect to rebuild or repair the Project after material damage or
destruction, but in good faith determines that the Premises cannot be substantially repaired within two hundred seventy (270) days
after the date of the discovery of the material damage or destruction, without payment of overtime or other premiums, and the
damage to the Project will render the entire Premises unusable during said two hundred seventy (270) day period, Landlord shall
notify Tenant thereof in writing at the time of Landlord's election to rebuild or repair, and Tenant shall thereafter have a period of
fifteen (15) days within which Tenant may elect to terminate this Lease, upon thirty (30) days' advance written notice to Landlord.
Tenant's termination right described in the preceding sentence shall not apply if the damage was caused by the negligent or
intentional acts of Tenant or its employees, agents, contractors or invitees. Failure of Tenant to exercise said election within said
fifteen (15) day period shall constitute Tenant's agreement to accept delivery of the Premises under this Lease whenever tendered
by Landlord, provided Landlord thereafter pursues reconstruction or restoration diligently to completion, subject to delays caused
by Force Majeure Events and/or Tenant Delays. If Landlord is unable to repair the damage to the Premises or the Project during
such two hundred seventy (270) day period due to Force Majeure Events, the two hundred seventy (270) day period shall be
extended by the period of delay caused by the Force Majeure Events. Subject to Section 9.3 below, if Landlord or Tenant
terminates this Lease in accordance with this Section 9.1, Tenant shall continue to pay all Base Rent, Operating Expenses and
other amounts due hereunder which arise prior to the date of termination.
9.2 DEFINITION OF MATERIAL DAMAGE. Damage to the Project shall be deemed material if (a) the Project cannot be
rebuilt or repaired to substantially the same condition it was in prior to the damage due to laws or regulations in effect at the time
the repairs will be made, (b) the holder of any mortgage or deed of trust encumbering the Project requires that insurance proceeds
available to repair the damage be applied to the repayment of the indebtedness secured by the mortgage or the deed of trust, (c)
the damage occurs during the last twelve (12) months of the Term, (d) Landlord reasonably estimates that the time required for
repair will exceed one hundred eighty (180) days, or (e) the damage is not fully covered by insurance proceeds.
9.3 ABATEMENT OF RENT. In the event that Tenant is prevented from using, and does not use, the Premises or any
portion thereof, for five (5) consecutive business days (the “Pre-Abatement Period”) as a result of damage to the Premises, and
the damage was not caused by the gross negligence or intentional acts of Tenant or its employees, agents, contractors or invitees,
then Tenant's Base Rent and Tenant's Share of Operating Expenses and Real Property Taxes shall be abated or reduced, as the
case may be, after expiration of the Pre-Abatement Period for such time that Tenant continues to be so prevented from using, and
does not use, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that Tenant
is prevented from using, and does not use, bears to the total rentable area of the Premises. For example, if the unusable area is
40% of the Premises, the rent shall be abated or reduced by 40% subject to the terms above.
9.4 TENANT'S ACTS. If such damage or destruction occurs as a result of the gross negligence or the intentional acts
of Tenant or Tenant's employees, agents, contractors or invitees, and the proceeds of insurance which are actually received by
Landlord are not sufficient to pay for the repair of all of the damage, Tenant shall pay, at Tenant's sole cost and expense, to
Landlord upon demand, the difference between the cost of repairing the damage and the insurance proceeds received by Landlord.
9.5 TENANT'S PROPERTY. As more fully set forth in Section 47, Landlord shall not be liable to Tenant or its employees,
agents, contractors, invitees or customers for loss or damage to merchandise, tenant improvements, fixtures, automobiles,
furniture, equipment, computers, files or other property (hereinafter collectively "Tenant's property") located at the Project.
Tenant shall repair or replace all of Tenant's property at Tenant's sole cost and expense. Tenant acknowledges that it is Tenant's
sole responsibility to obtain adequate insurance coverage to compensate Tenant for damage to Tenant's property.
9.6 WAIVER. Tenant hereby waives the provisions of any present or future statutes which relate to the termination
of leases when leased property is damaged or destroyed and agree that such event shall be governed by the terms of this Lease.
10. REAL AND PERSONAL PROPERTY TAXES.
10.1 PAYMENT OF TAXES. Tenant shall pay to Landlord during the term of this Lease, in addition to Base Rent and
Tenant's Share of Operating Expense, Tenant's Share of all "Real Property Taxes" (as defined in Section 10.2 below). Tenant's
Share of Real Property Taxes shall be payable by Tenant at the same time, in the same manner and under the same terms and
conditions as Tenant pays Tenant's Share of Operating Expenses. If the Real Property Taxes incurred during any year are less
than the Real Property Taxes incurred during a previous year, Tenant shall be entitled to receive credit, offset, reduction or benefit
as a result of said occurrence.
10.2 DEFINITION OF "REAL PROPERTY TAX". As used herein, the term "Real Property Taxes" shall include any form
of real estate tax or assessment, general, special, ordinary or extraordinary, improvement bond or bonds imposed on the Project
Attachment A
Attachment A - 9
817\3483561.5 10
or any portion thereof by any authority having the direct or indirect power to tax, including any city, county, state or federal
government, or any school, agricultural, sanitary, fire, street, drainage or other improvement district thereof, as against any legal
or equitable interest of Landlord in the Project or in any portion thereof, unless such tax is defined as an Operating Expense by
Section 4.2(c). Real Property Taxes shall not include increases due to a transfer of the Project, income, inheritance and gift taxes.
10.3 PERSONAL PROPERTY TAXES. Tenant shall pay prior to delinquency all taxes assessed against and levied upon
trade fixtures, furnishings, equipment and all other personal property of Tenant contained in the Premises or related to Tenant's
use of the Premises. If any of Tenant's personal property shall be assessed with Landlord's real or personal property, Tenant
shall pay to Landlord the taxes attributable to Tenant within ten (10) business days after receipt of a written statement from
Landlord setting forth the taxes applicable to Tenant's property.
10.4 REASSESSMENTS. From time to time Landlord may challenge the assessed value of the Project as determined
by applicable taxing authorities and/or Landlord may attempt to cause the Real Property Taxes to be reduced on other grounds.
If Landlord is successful in causing the Real Property Taxes to be reduced or in obtaining a refund, rebate, credit or similar benefit
(hereinafter collectively referred to as a "Reduction"), Landlord shall, to the extent practicable, credit the Reduction(s) to Real
Property Taxes for the calendar year to which a Reduction applies. All costs incurred by Landlord in obtaining and/or processing
the Real Property Tax reductions (e.g., consulting fees and accounting fees) that do not exceed the Reduction may be included
in Operating Expenses or deducted from the Reduction. Landlord shall have the right to compensate a person or entity it employs
to obtain a Reduction by giving such person or entity a percentage of any Reduction obtained.
11. UTILITIES.
11.1 SERVICES PROVIDED BY LANDLORD. Subject to all governmental rules, regulations and guidelines applicable
thereto, Landlord shall use commercially reasonable efforts to provide (a) HVAC to the Premises for a typical office use during the
times described in Section 11.5, (b) building standard electricity for typical office use and (c) water in the Premises or in the
Common Area for reasonable and normal drinking and lavatory use. Tenant shall provide its own janitorial services for the
Premises.
11.2 PUBLIC SERVICE PROVIDER. To the extent the Premises are separately metered for any utility, Tenant shall
contract directly with the public utility provider for such utility (the "Public Service Provider"). Tenant shall pay prior to delinquency
the Public Service Provider for all such utilities, at Tenant's sole cost and expense.
11.3 INTRABUILDING NETWORK CABLING. Landlord shall have no obligation to provide Tenant with any INC, and any
INC shall be installed by Tenant at Tenant's sole cost and expense. Landlord shall have the right to approve in its sole discretion
the amount, location and method of installation of any INC installed by Tenant. Landlord makes no representation or warranty
concerning the condition of any existing INC, and Landlord shall have no liability to Tenant arising out of the condition of any INC
inside or outside of the Premises. Tenant shall be responsible for any loss, cost, damage, liability and expense (including
attorneys' fees) arising out of or related to the installation, maintenance, repair and replacement of INC.
11.4 INTENTIONALLY OMITTED.
11.5 HOURS OF SERVICE. HVAC as described in Section 11.1 shall be provided during Business Hours (as defined in
Section 1.17). Times other than Business Hours are hereinafter referred to as “Non-Business Hours”. Except if Tenant is able
to control its own usage of HVAC services, Landlord shall, upon at least 24 hours’ prior notice, use commercially reasonable
efforts to make available, at Tenant’s expense, HVAC during Non-Business Hours at Landlord’s then commercially reasonable
standard rate per hour. The cost may be changed from time to time by Landlord with prior written notice to Tenant. Nationally
recognized holidays (hereinafter, “Holidays”) shall include, but shall not necessarily be limited to, New Year’s Day, Martin Luther
King Jr. Day, Presidents' Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Subject to
applicable laws and regulations, Landlord shall have no obligation to provide lighting to the Common Areas during Non-Business
Hours. Subject to the terms of this Lease, Landlord shall use commercially reasonable efforts to provide Building standard
electricity for typical office use and water in the Premises or in the Common Area for reasonable and normal drinking and lavatory
use at all times during the term of the Lease.
11.6 EXCESS USAGE BY TENANT.
(a) Notwithstanding the use set forth in Section 1.7, Tenant shall not use Building utilities or services in
excess of those used by a typical office building tenant using its premises for ordinary office use. Tenant shall only install in the
Premises the type and amount of office equipment that a typical office tenant would install, and Tenant shall not install in the
Premises office equipment, lighting fixtures or similar items which will generate above average heat, noise or vibration at the
Premises or which will adversely affect the temperature maintained by the HVAC system. If Landlord believes Tenant is using
electricity or other utilities in excess of the that used by a typical office building tenant using its premises for ordinary office use,
Landlord shall have the right, in addition to any other rights or remedies it may have under this Lease, to (i) require Tenant to pay
to Landlord all costs, expenses and damages incurred by Landlord as a result of such excess usage, (ii) require Tenant to stop
using such excess, or (iii) install separate meters or sub-meters at Tenant’s sole cost.
Attachment A
Attachment A - 10
817\3483561.5 11
(b) If the Premises contains a computer room, telecommunications room or other area that is serviced by
a separate HVAC unit on a continuous basis (a “Separate HVAC Unit”), Tenant shall pay, at Tenant’s sole cost and expense, the
entire cost of maintaining, repairing and, when necessary, replacing any Separate HVAC Unit. In addition, if there is an existing
Separate HVAC Unit in the Premises when Tenant leases the Premises, Tenant accepts such existing Separate HVAC Unit in its
“as is” condition. Tenant shall continuously maintain, at Tenant’s sole cost and expense, maintenance contracts for all Separate
HVAC Units, using maintenance contract forms and with companies approved by Landlord, in Landlord’s sole discretion (the
“Maintenance Contracts”). Tenant shall provide copies of the Maintenance Contracts to Landlord within ten (10) days after the
Commencement Date, and within ten (10) days after such contracts are modified or renewed, and at other times upon Landlord’s
request.
11.7 INTERRUPTIONS. Tenant agrees that Landlord shall not be liable to Tenant for its failure to furnish gas, electricity,
telephone service, water, HVAC or any other utility services or building services when such failure is occasioned, in whole or in
part, by repairs, replacements, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas,
water, telephone service or other utility at the Project, by any accident, casualty or event arising from any cause whatsoever,
including the negligence of Landlord, its employees, agents and contractors, by act, negligence or default of Tenant or any other
person or entity, or by any other cause, and such failures shall never be deemed to constitute an eviction or disturbance of Tenant's
use and possession of the Premises or relieve Tenant from the obligation of paying rent or performing any of its obligations under
this Lease. Furthermore, Landlord shall not be liable under any circumstances for loss of property or for injury to, or interference
with, Tenant's business, including, without limitation, loss of profits, however occurring, through or in connection with or incidental
to a failure to furnish any such services or utilities. Landlord may comply with voluntary controls or guidelines promulgated by any
governmental entity relating to the use or conservation of energy, water, gas, light or electricity or the reduction of automobile or
other emissions without creating any liability of Landlord to Tenant under this Lease.
11.8 ENERGY DISCLOSURE. Tenant acknowledges that, pursuant to California Public Resources Code Section
25402.10 and the regulations adopted pursuant thereto (collectively, together with any future law or regulation regarding disclosure
of energy efficiency data with respect to the Project, “Energy Disclosure Requirements”), Landlord may be required in the future
to disclose information concerning Tenant's energy usage to certain third parties, including, without limitation, prospective
purchasers, lenders and tenants of the Building (“Tenant Energy Use Disclosure”). Tenant shall cooperate with Landlord with
respect to any Tenant Energy Use Disclosure. Without limiting the generality of the foregoing, Tenant shall, within ten (10) days
following request from Landlord, disclose to Landlord all information requested by Landlord in connection with such Tenant Energy
Use Disclosure, including, but not limited to, the amount of power or other utilities consumed within the Premises for which the
meters for such utilities are in Tenant's name, the number of employees working within the Premises, the operating hours for
Tenant's business in the Premises, and the type and number of equipment operated by Tenant in the Premises. Tenant
acknowledges that this information shall be provided on a non-confidential basis and may be provided by Landlord to the applicable
utility providers, the California Energy Commission (and other governmental entities having jurisdiction with respect to the Energy
Disclosure Requirements), and any third parties to whom Landlord is required to make any Tenant Energy Use Disclosure. Tenant
hereby (A) consents to all such Tenant Energy Use Disclosures, and (B) acknowledges that Landlord shall not be required to
notify Tenant of any Tenant Energy Use Disclosure. Tenant agrees that Landlord and its agents shall not be liable for, and Tenant
hereby releases Landlord and its agents from, any and all loss, cost, damage, expense and liability relating to, arising out of and/or
resulting from any Tenant Energy Use Disclosure. In addition, Tenant represents to Landlord that any and all information provided
by Tenant to Landlord pursuant to this Section 11.8 shall be, to the best of Tenant's knowledge, true and correct in all material
respects, Tenant acknowledges that Landlord shall rely on such information. The terms of this Section 11.8 shall survive the
expiration or earlier termination of this Lease.
12. ASSIGNMENT AND SUBLETTING.
12.1 LANDLORD'S CONSENT REQUIRED. Tenant shall not voluntarily or by operation of law assign, transfer,
hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part of Tenant's interest in this Lease or in the
Premises (hereinafter collectively a "Transfer"), without Landlord's prior written consent, which shall not be unreasonably withheld.
Landlord shall respond to Tenant's written request for consent hereunder within thirty (30) days after Landlord's receipt of the
written request from Tenant. Any attempted Transfer without such consent shall be void and shall constitute a default and breach
of this Lease. Tenant's written request for Landlord's consent shall include, and Landlord's thirty (30) day response period referred
to above shall not commence, unless and until Landlord has received from Tenant, all of the following information: (a) financial
statements for the proposed assignee or subtenant prepared in accordance with generally accepted accounting principles for the
lesser of (i) the past three (3) years or (ii) the time period the assignee or subtenant has been in existence, (b) federal tax returns
for the proposed assignee or subtenant for the lesser of (i) the past three (3) years or (ii) the time period the assignee or subtenant
has been in business, (c) a credit report or similar report on the proposed assignee or subtenant, (d) a detailed description of the
business the assignee or subtenant intends to operate at the Premises, (e) the proposed effective date of the assignment or
sublease, (f) a copy of the proposed sublease or assignment agreement which includes all of the terms and conditions of the
proposed assignment or sublease, (g) a detailed description of any ownership or commercial relationship between Tenant and the
proposed assignee or subtenant and (h) a detailed description of any Alterations the proposed assignee or subtenant desires to
make to the Premises. If the obligations of the proposed assignee or subtenant will be guaranteed by any person or entity,
Tenant's written request shall not be considered complete until the information described in (a), (b) and (c) of the previous sentence
has been provided with respect to each proposed guarantor. "Transfer" shall also include the transfer (a) if Tenant is a corporation,
and Tenant's stock is not publicly traded over a recognized securities exchange, of more than twenty five percent (25%) of the
voting stock of such corporation during the term of this Lease (whether or not in one or more transfers) or the dissolution, merger
Attachment A
Attachment A - 11
817\3483561.5 12
or liquidation of the corporation, or (b) if Tenant is a partnership or other entity, of more than twenty five percent (25%) of the profit
and loss participation in such partnership or entity during the term of this Lease (whether or not in one or more transfers) or the
dissolution, merger or liquidation of the partnership. If Tenant is a limited or general partnership (or is comprised of two or more
persons, individually or as co-partners), Tenant shall not be entitled to change or convert to (i) a limited liability company, (ii) a
limited liability partnership or (iii) any other entity which possesses the characteristics of limited liability without the prior written
consent of Landlord, which consent may be given or withheld in Landlord's sole discretion. Tenant's sole remedy in the event that
Landlord shall wrongfully withhold consent to or disapprove any assignment or sublease shall be to obtain an order by a court of
competent jurisdiction that Landlord grant such consent; in no event shall Landlord be liable for damages with respect to its
granting or withholding consent to any proposed assignment or sublease.
12.2 INTENTIONALLY OMITTED.
12.3 STANDARD FOR APPROVAL. Landlord shall not unreasonably withhold its consent to a Transfer provided that
Tenant has complied with each and every requirement, term and condition of this Section 12. Tenant acknowledges and agrees
that each requirement, term and condition in this Section 12 is a reasonable requirement, term or condition. It shall be deemed
reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition of this Section 12 is not complied
with or: (a) the Transfer would cause Landlord to be in violation of its obligations under another lease or agreement to which
Landlord is a party; (b) in Landlord's reasonable judgment, a proposed assignee or subtenant is less able financially to pay the
rents due under this Lease as and when they are due and payable; (c) a proposed assignee's or subtenant's business will impose
a burden on the Project's Common Areas or utilities that is greater than the burden imposed by Tenant, in Landlord's reasonable
judgment; (d) the terms of a proposed assignment or subletting will allow the proposed assignee or subtenant to exercise a right
of renewal, right of expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a proposed assignee or
subtenant refuses to enter into a written assignment agreement or sublease, reasonably satisfactory to Landlord, which provides
that it will abide by and assume all of the terms and conditions of this Lease for the term of any assignment or sublease and
containing such other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by the proposed
assignee or subtenant is not permitted by this Lease; (g) any guarantor of this Lease refuses to consent to the Transfer or to
execute a written agreement reaffirming the guaranty; (h) Tenant is in default as defined in Section 13.1 at the time of the request;
(i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance and attornment agreement in favor of
Landlord's lender; (j) Landlord has sued or been sued by the proposed assignee or subtenant or has otherwise been involved in
a legal dispute with the proposed assignee or subtenant; (k) the assignee or subtenant is involved in a business which is not in
keeping with the then current standards of the Project; (l) the proposed assignee or subtenant is an existing tenant of the Project
or is a person or entity then negotiating with Landlord for the lease of space in the Project; (m) the assignment or sublease will
result in there being more than one subtenant of the Premises (e.g., the assignee or subtenant intends to use the Premises as an
executive suite); (n) the assignee or subtenant is a person or entity to whom Landlord has agreed not to lease space in the Project
pursuant to a lease with another tenant or (o) the assignee or subtenant is a governmental or quasi-governmental entity or an
agency, department or instrumentality of a governmental or quasi-governmental agency.
12.4 ADDITIONAL TERMS AND CONDITIONS. The following terms and conditions shall be applicable to any Transfer:
(a) Regardless of Landlord's consent, no Transfer shall release Tenant from Tenant's obligations
hereunder or alter the primary liability of Tenant to pay the rent and other sums due Landlord hereunder and to perform all other
obligations to be performed by Tenant hereunder or release any guarantor from its obligations under its guaranty.
(b) Landlord may accept rent from any person other than Tenant pending approval or disapproval of an
assignment or subletting.
(c) Neither a delay in the approval or disapproval of a Transfer, nor the acceptance of rent, shall constitute
a waiver or estoppel of Landlord's right to exercise its rights and remedies for the breach of any of the terms or conditions of this
Section 12.
(d) The consent by Landlord to any Transfer shall not constitute a consent to any subsequent Transfer by
Tenant or to any subsequent or successive Transfer by an assignee or subtenant. However, Landlord may consent to subsequent
Transfers or any amendments or modifications thereto without notifying Tenant or anyone else liable on the Lease and without
obtaining their consent, and such action shall not relieve such persons from liability under this Lease.
(e) In the event of any default under this Lease, Landlord may proceed directly against Tenant, any
guarantors or anyone else responsible for the performance of this Lease, including any subtenant or assignee, without first
exhausting Landlord's remedies against any other person or entity responsible therefor to Landlord, or any security held by
Landlord.
(f) Landlord's written consent to any Transfer by Tenant shall not constitute an acknowledgment that no
default then exists under this Lease nor shall such consent be deemed a waiver of any then existing default.
(g) The discovery of the fact that any financial statement relied upon by Landlord in giving its consent to
an assignment or subletting was materially false shall, at Landlord's election, render Landlord's consent null and void.
Attachment A
Attachment A - 12
817\3483561.5 13
(h) Landlord shall not be liable under this Lease or under any sublease to any subtenant.
(i) No assignment or sublease may be modified or amended without Landlord's prior written consent.
(j) The occurrence of a transaction described in Section 12.2 shall give Landlord the right (but not the
obligation) to require that Tenant immediately provide Landlord with an additional security deposit equal to three (3) times the
monthly Base Rent payable under the Lease, and Landlord may make its receipt of such amount a condition to Landlord's consent
to such transaction.
(k) Any assignee of, or subtenant under, this Lease shall, by reason of accepting such assignment or
entering into such sublease, be deemed, for the benefit of Landlord, to have assumed and agreed to conform and comply with
each and every term, covenant, condition and obligation herein to be observed or performed by Tenant during the term of said
assignment or sublease, other than such obligations as are contrary or inconsistent with provisions of an assignment or sublease
to which Landlord has specifically consented in writing.
12.5 ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO SUBLETTING. The following terms and conditions shall apply
to any subletting by Tenant of all or any part of the Premises and shall be deemed included in all subleases under this Lease
whether or not expressly incorporated therein:
(a) Tenant hereby absolutely and unconditionally assigns and transfers to Landlord all of Tenant's interest
in all rentals and income arising from any sublease entered into by Tenant, and Landlord may collect such rent and income and
apply same toward Tenant's obligations under this Lease; provided, however, that until a default shall occur in the performance of
Tenant's obligations under this Lease, Tenant may receive, collect and enjoy the rents accruing under such sublease. Landlord
shall not, by reason of this or any other assignment of such rents to Landlord nor by reason of the collection of the rents from a
subtenant, be deemed to have assumed or recognized any sublease or to be liable to the subtenant for any failure of Tenant to
perform and comply with any of Tenant's obligations to such subtenant under such sublease, including, but not limited to, Tenant's
obligation to return any security deposit. Tenant hereby irrevocably authorizes and directs any such subtenant, upon receipt of a
written notice from Landlord stating that a default exists in the performance of Tenant's obligations under this Lease, to pay to
Landlord the rents due as they become due under the sublease. Tenant agrees that such subtenant shall have the right to rely
upon any such statement and request from Landlord, and that such subtenant shall pay such rents to Landlord without any
obligation or right to inquire as to whether such default exists and notwithstanding any notice from or claim from Tenant to the
contrary.
(b) In the event Tenant shall default in the performance of its obligations under this Lease, Landlord at its
option and without any obligation to do so, may require any subtenant to attorn to Landlord, in which event Landlord shall undertake
the obligations of Tenant under such sublease from the time of the exercise of said option to the termination of such sublease;
provided, however, Landlord shall not be liable for any prepaid rents or security deposit paid by such subtenant to Tenant or for
any other prior defaults of Tenant under such sublease.
12.6 TRANSFER PREMIUM FROM ASSIGNMENT OR SUBLETTING. Landlord shall be entitled to receive from Tenant (as and
when received by Tenant) as an item of additional rent one-half of all amounts received by Tenant from the assignee or subtenant
in excess of the Base Rent plus Tenant Share of Operating Expenses and Real Property Taxes payable by Tenant to Landlord
hereunder (the “Transfer Premium”). The Transfer Premium shall be reduced by the reasonable brokerage commissions and
legal fees actually paid by Tenant in order to assign the Lease or to sublet all or part of the Premises. If less than all of the Premises
is subleased, for purposes of calculating the Transfer Premium, the Base Rent and the additional rent due under this Lease shall
be allocated to the subleased premises on a per rentable square foot basis (e.g., if one-half of the Premises is subleased, for
purposes of determining the amount of the Transfer Premium, one-half of the Base Rent and additional rent due under this Lease
would be allocated to the subleased premises, and this amount would be subtracted from the Base Rent, additional rent and other
monies payable to Tenant under the sublease). "Transfer Premium" shall also include, but not be limited to, key money and bonus
money paid by the assignee or subtenant to Tenant in connection with such Transfer, and any payment in excess of fair market
value for services rendered by Tenant to the assignee or subtenant or for assets, fixtures, inventory, equipment, or furniture
transferred by Tenant to the assignee or subtenant in connection with such Transfer. Landlord and Tenant agree that the foregoing
Transfer Premium is reasonable.
12.7 LANDLORD'S OPTION TO RECAPTURE SPACE. Notwithstanding anything to the contrary contained in this Section 12,
Landlord shall have the option, by giving written notice to Tenant within thirty (30) days after receipt of any request by Tenant to
assign this Lease or to sublease all or more than 70% of the Premises, to terminate this Lease with respect to said space as of
the date thirty (30) days after Landlord's election. In the event of a recapture by Landlord, if this Lease shall be canceled with
respect to less than the entire Premises, the Base Rent and Tenant's Share of Operating Expenses and Real Property Taxes, and
this Lease as so amended shall continue thereafter in full force and effect, and upon request of either party, the parties shall
execute written confirmation of same. If Landlord recaptures only a portion of the Premises, it shall construct and erect at its sole
cost such partitions as may be required to sever the space to be retained by Tenant from the space recaptured by Landlord.
Landlord may, at its option, lease any recaptured portion of the Premises to the proposed subtenant or assignee or to any other
person or entity without liability to Tenant. Tenant shall not be entitled to any portion of the profit, if any, Landlord may realize on
account of such termination and reletting. Tenant acknowledges that the purpose of this Section 12.7 is to enable Landlord to
receive profit in the form of higher rent or other consideration to be received from an assignee or subtenant, to give Landlord the
Attachment A
Attachment A - 13
817\3483561.5 14
ability to meet additional space requirements of other tenants of the Project and to permit Landlord to control the leasing of space
in the Project. Tenant acknowledges and agrees that the requirements of this Section 12.7 are commercially reasonable and are
consistent with the intentions of Landlord and Tenant.
12.8 LANDLORD'S EXPENSES. In the event Tenant shall assign this Lease or sublet the Premises or request the
consent of Landlord to any Transfer, then Tenant shall pay (a) $1,000 to Landlord to compensate Landlord for its internal
administrative costs in processing the request plus (b) Landlord's reasonable out-of-pocket costs and expenses incurred in
connection therewith, including, but not limited to, attorneys', architects', accountants', engineers' or other consultants' fees.
12.9 ASSIGNMENT AND SUBLEASING – AFFILIATED ENTITY. Notwithstanding anything to the contrary contained in this
Section 12, an assignment of the Lease or sublease of all or any portion of the Premises to any entity which controls or is
controlled by Tenant or which acquires all or substantially all of the assets of Tenant or which is the surviving entity resulting from
a merger or consolidation of Tenant (in each such case, an "Affiliate"), shall not require Landlord's consent under Section 12.1,
provided that at least thirty (30) days prior to such assignment or sublease (i) Tenant provides Landlord with reasonable evidence
that any such entity maintains annual revenues and income sufficient to meet the financial obligations hereunder; (ii) Tenant
notifies Landlord in writing of any such assignment or sublease and provides Landlord with evidence that such assignment or
sublease is a Transfer permitted by this section; (iii) prior to the date an assignment or sublease will take effect, the assignee or
sublessee and Tenant shall enter into Landlord's standard consent to sublease agreement or consent to assignment agreement
(the "Transfer Agreements"), (iv) any guarantors of Tenant's obligations under the Lease execute an agreement satisfactory to
Landlord reaffirming that their obligations under the guaranty will continue after the assignment of the Lease to an Affiliate and
(v) subject to the limitation set forth in Section 12.8 of the Lease, Tenant shall pay the reasonable costs and expenses (including
legal fees) incurred by Landlord in confirming that the assignment or sublease meets the requirements of this section and in
preparing any Transfer Agreement. Provided that Tenant satisfies conditions (i) and (v), investment of capital in Tenant in
exchange for issuance of equity in Tenant shall be permitted without Landlord’s consent and shall not constitute an assignment
of this Lease. Whether or not an assignment or sublease to an Affiliate is made pursuant to the terms of this section, Tenant
shall not be relieved of its obligations under this Lease. Section 12.6 of the Lease shall not apply to assignments or subleases to
Affiliates. A public offering of an equity interest in Tenant on a nationally recognized exchange shall be permitted without
Landlord’s consent and shall not constitute an assignment of this Lease.
13. DEFAULT; REMEDIES.
13.1 DEFAULT BY TENANT. Landlord and Tenant hereby agree that the occurrence of any one or more of the following
events is a default by Tenant under this Lease and that said default shall give Landlord the rights described in Section 13.2.
Landlord or Landlord's authorized agent shall have the right to execute and to deliver any notice of default, notice to pay rent or
quit or any other notice Landlord gives Tenant.
(a) Tenant's failure to make any payment of Base Rent, Tenant's Share of Operating Expenses, Tenant's
Share of Real Property Taxes, late charges, or any other payment required to be made by Tenant hereunder, as and when due,
where such failure shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant; provided
however, that any such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure
Section 1161 or any similar or successor law. In the event that Landlord serves Tenant with a notice to pay rent or quit pursuant
to applicable unlawful detainer statutes, such notice shall also constitute the notice required by this Section 13.1(a).
(b) The abandonment of the Premises by Tenant coupled with the nonpayment of rent in which event
Landlord shall not be obligated to give any notice of default to Tenant.
(c) The failure of Tenant to comply with any of its obligations under Sections 6.1, 6.2(b), 7.2, 7.3, 8, 12,
18, 19, 21, 23, 26, 34, 35 and 56 where Tenant fails to comply with its obligations or fails to cure any earlier breach of such
obligation within ten (10) days following written notice from Landlord to Tenant; provided however, that any such notice shall be
in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161 or any similar or
successor law. In the event Landlord serves Tenant with a notice to quit or any other notice pursuant to applicable unlawful
detainer statutes, said notice shall also constitute the notice required by this Section 13.1(c).
(d) The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease
to be observed or performed by Tenant (other than those referenced in Sections 13.1(a), (b) and (c), above), where such failure
shall continue for a period of ten (10) days after written notice thereof from Landlord to Tenant; provided, however, that if the
nature of Tenant's non-performance is such that more than ten (10) days are reasonably required for its cure, then Tenant shall
not be deemed to be in default if Tenant commences such cure within said ten (10) day period and thereafter diligently pursues
such cure to completion; provided however, that any such notice shall be in lieu of, and not in addition to, any notice required
under California Code of Civil Procedure Section 1161 or any similar or successor law. In the event that Landlord serves Tenant
with a notice to quit or any other notice pursuant to applicable unlawful detainer statutes, said notice shall also constitute the notice
required by this Section 13.1(d).
(e) (i) The making by Tenant or any guarantor of Tenant's obligations hereunder of any general
arrangement or general assignment for the benefit of creditors; (ii) Tenant or any guarantor becoming a "debtor" as defined in 11
U.S.C. 101 or any successor statute thereto (unless, in the case of a petition filed against Tenant or guarantor, the same is
Attachment A
Attachment A - 14
817\3483561.5 15
dismissed within sixty (60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Tenant's
assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (30)
days; (iv) the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of
Tenant's interest in this Lease, where such seizure is not discharged within thirty (30) days; or (v) the insolvency of Tenant. In the
event that any provision of this Section 13.1(e) is unenforceable under applicable law, such provision shall be of no force or effect.
(f) The discovery by Landlord that any financial statement, representation or warranty given to Landlord
by Tenant, or by any guarantor of Tenant's obligations hereunder, was materially false at the time given. Tenant acknowledges
that Landlord has entered into this Lease in material reliance on such information.
(g) If Tenant is a corporation, limited liability company or a partnership, the dissolution or liquidation of
Tenant.
(h) If Tenant's obligations under this Lease are guaranteed: (i) the death of a guarantor, (ii) the termination
of a guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a guarantor's
becoming insolvent or the subject of a bankruptcy filing, (iv) a guarantor's refusal to honor the guaranty, (v) a guarantor's breach
of its guaranty obligation on an anticipatory breach basis or (vi) if the guarantor is a corporation, limited liability company or
partnership, the dissolution of the guarantor or the termination of the guarantor’s existence.
13.2 REMEDIES.
(a) In the event of any default or breach of this Lease by Tenant, Landlord may, at any time thereafter,
with notice, and without limiting Landlord in the exercise of any other right or remedy which Landlord may have by reason of such
default:
(i) terminate Tenant's right to possession of the Premises by any lawful means, in which case
this Lease and the term hereof shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord.
If Landlord terminates this Lease, Landlord may recover from Tenant (A) the worth at the time of award of the unpaid rent which
had been earned at the time of termination; (B) the worth at the time of award of the amount by which the unpaid rent which would
have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have
been reasonably avoided; (C) the worth at the time of award of the amount by which the unpaid rent for the balance of the term
after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; and (D) any other
amount necessary to compensate Landlord for all detriment proximately caused by Tenant's failure to perform its obligations under
the Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, the cost of
recovering possession of the Premises, expenses of releasing, including necessary renovation and alteration of the Premises,
reasonable attorneys' fees, any real estate commissions actually paid by Landlord and the unamortized value of any free rent,
reduced rent, tenant improvement allowance or other economic concessions provided by Landlord. The "worth at time of award"
of the amounts referred to in Section 13.2(a)(i)(A) and (B) shall be computed by allowing interest at the lesser of ten percent (10%)
per annum or the maximum interest rate permitted by applicable law. The worth at the time of award of the amount referred to in
Section 13.2(a)(i)(C) shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent (1%). For purposes of this Section 13.2(a)(i), "rent" shall be deemed to be all
monetary obligations required to be paid by Tenant pursuant to the terms of this Lease;
(ii) maintain Tenant's right of possession in which event Landlord shall have the remedy
described in California Civil Code Section 1951.4 which permits Landlord to continue this Lease in effect after Tenant's breach
and abandonment and recover rent as it becomes due. In the event Landlord elects to continue this Lease in effect, Tenant shall
have the right to sublet the Premises or assign Tenant's interest in the Lease subject to the reasonable requirements contained
in Section 12 of this Lease and provided further that Landlord shall not require compliance with any standard or condition contained
in Section 12 that has become unreasonable at the time Tenant seeks to sublet or assign the Premises pursuant to this
Section 13.2(a)(ii);
(iii) collect sublease rents (or appoint a receiver to collect such rent) and otherwise perform
Tenant's obligations at the Premises, it being agreed, however, that the appointment of a receiver for Tenant shall not constitute
an election by Landlord to terminate this Lease; and
(iv) pursue any other remedy now or hereafter available to Landlord under the laws or judicial
decisions of the state in which the Premises are located.
(b) No remedy or election hereunder shall be deemed exclusive, but shall, wherever possible, be
cumulative with all other remedies at law or in equity. The expiration or termination of this Lease and/or the termination of Tenant's
right to possession of the Premises shall not relieve Tenant of liability under any indemnity provisions of this Lease as to matters
occurring or accruing during the term of the Lease or by reason of Tenant's occupancy of the Premises.
(c) If Tenant abandons the Premises, Landlord may re-enter the Premises and such re-entry shall not be
deemed to constitute Landlord's election to accept a surrender of the Premises or to otherwise relieve Tenant from liability for its
breach of this Lease. No surrender of the Premises shall be effective against Landlord unless Landlord has entered into a written
Attachment A
Attachment A - 15
817\3483561.5 16
agreement with Tenant in which Landlord expressly agrees to accept a surrender of the Premises and relieve Tenant of liability
under the Lease. The delivery by Tenant to Landlord of possession of the Premises shall not constitute the termination of the
Lease or the surrender of the Premises.
13.3 DEFAULT BY LANDLORD. Landlord shall not be in default under this Lease unless Landlord fails to perform
obligations required of Landlord within thirty (30) days after written notice by Tenant to Landlord and to the holder of any mortgage
or deed of trust encumbering the Project whose name and address shall have theretofore been furnished to Tenant in writing,
specifying wherein Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord's obligation is
such that more than thirty (30) days are required for its cure, then Landlord shall not be in default if Landlord commences
performance within such thirty (30) day period and thereafter diligently pursues the same to completion. In no event shall Tenant
have the right to terminate this Lease as a result of Landlord's default, and Tenant's remedies shall be limited to damages and/or
an injunction. Tenant hereby waives its right to recover consequential damages (including, but not limited to, lost profits) or
punitive damages arising out of a Landlord default. This Lease and the obligations of Tenant hereunder shall not be affected or
impaired because Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is
caused by reason of a Force Majeure Event, and the time for Landlord's performance shall be extended for the period of any such
delay. Any claim, demand, right or defense by Tenant that arises out of this Lease or the negotiations which preceded this Lease
shall be barred unless Tenant commences an action thereon, or interposes a defense by reason thereof, within six (6) months
after the date of the inaction, omission, event or action that gave rise to such claim, demand, right or defense.
13.4 LATE CHARGES. Tenant hereby acknowledges that late payment by Tenant to Landlord of Base Rent, Tenant's
Share of Operating Expenses or Real Property Taxes, or other sums due hereunder will cause Landlord to incur costs not
contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not
limited to, processing and accounting charges and late charges which may be imposed on Landlord by the terms of any mortgage
or trust deed encumbering the Project. Accordingly, if any installment of Base Rent, Tenant's Share of Operating Expenses or
Real Property Taxes, or any other sum due from Tenant shall not be received by Landlord when such amount shall be due, then,
without any requirement for notice or demand to Tenant, Tenant shall immediately owe and pay to Landlord a late charge equal
to six percent (6%) of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance of such late charge by Landlord shall
in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any
of the other rights and remedies granted hereunder including the assessment of interest under Section 13.5. For the first time in
any calendar year that Tenant has failed to pay any amount due to Landlord, such late charge, as described in this Section 13.4,
and interest, as described in Section 13.5, shall not apply unless Tenant fails to make such payment within three (3) days of receipt
of Landlord’s written notice of such delinquency. Landlord shall not be required to give Tenant such notice more than once in any
calendar year prior to assessing such late charge and interest.
13.5 INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly herein provided, any amount due to Landlord that is
not paid when due shall bear interest at the greater of ten percent (10%) per annum or the maximum rate permitted by applicable
law. Payment of such interest shall not excuse or cure any default by Tenant under this Lease; provided, however, that interest
shall not be payable on late charges incurred by Tenant nor on any amounts upon which late charges are paid by Tenant.
13.6 INTENTIONALLY OMITTED.
14. LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT. All covenants and agreements to be kept or performed by
Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense and without any reduction of rent. If
Tenant shall fail to perform any of its obligations under this Lease, within a reasonable time after such performance is required by
the terms of this Lease, Landlord may, but shall not be obligated to, after ten (10) business days prior written notice to Tenant,
make any such payment or perform any such act on Tenant's behalf without waiving its rights based upon any default of Tenant
and without releasing Tenant from any obligations hereunder. Tenant shall pay to Landlord, within ten (10) business days after
delivery by Landlord to Tenant of statements therefore, an amount equal to the expenditures reasonably made by Landlord in
connection with the remedying by Landlord of Tenant's defaults pursuant to the provisions of this Section 14.
15. CONDEMNATION. If any portion of the Premises or the Project are taken under the power of eminent domain, or sold under
the threat of the exercise of said power (all of which are herein called "condemnation"), this Lease shall terminate as to the part
so taken as of the date the condemning authority takes title or possession, whichever first occurs; provided that if so much of the
Premises or Project are taken by such condemnation as would substantially and adversely affect the operation and profitability of
Tenant's business conducted from the Premises, and said taking lasts for ninety (90) days or more, Tenant shall have the option,
to be exercised only in writing within thirty (30) days after Landlord shall have given Tenant written notice of such taking (or in the
absence of such notice, within thirty (30) days after the condemning authority shall have taken possession), to terminate this Lease
as of the date the condemning authority takes such possession. If a taking lasts for less than ninety (90) days, Tenant's rent shall
be abated during said period but Tenant shall not have the right to terminate this Lease. If Tenant does not terminate this Lease
in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except
that the rent and Tenant's Share of Operating Expenses shall be reduced in the proportion that the usable floor area of the
Premises taken bears to the total usable floor area of the Premises. Common Areas taken shall be excluded from the Common
Areas usable by Tenant and no reduction of rent shall occur with respect thereto or by reason thereof. Landlord shall have the
option in its sole discretion to terminate this Lease as of the taking of possession by the condemning authority, by giving written
notice to Tenant of such election within thirty (30) days after receipt of notice of a taking by condemnation of any part of the
Attachment A
Attachment A - 16
817\3483561.5 17
Premises or the Project. Any award for the taking of all or any part of the Premises or the Project under the power of eminent
domain or any payment made under threat of the exercise of such power shall be the property of Landlord, whether such award
shall be made as compensation for diminution in value of the leasehold, for good will, for the taking of the fee, as severance
damages, or as damages for tenant improvements; provided, however, that Tenant shall be entitled to any separate award for
loss of or damage to Tenant's removable personal property and for moving expenses. In the event that this Lease is not terminated
by reason of such condemnation, and subject to the requirements of any lender that has made a loan to Landlord encumbering
the Project, Landlord shall to the extent of severance damages received by Landlord in connection with such condemnation, repair
any damage to the Project caused by such condemnation except to the extent that Tenant has been reimbursed therefor by the
condemning authority. This section, not general principles of law or California Code of Civil Procedure Sections 1230.010 et seq.,
shall govern the rights and obligations of Landlord and Tenant with respect to the condemnation of all or any portion of the Project.
16. VEHICLE PARKING. Landlord shall have no obligation to provide any parking to Tenant.
17. BROKER'S FEE. Tenant and Landlord each represent and warrant to the other that neither has had any dealings or entered
into any agreements with any person, entity, broker or finder other than the persons, if any, listed in Section 1.19, in connection
with the negotiation of this Lease, and no other broker, person, or entity is entitled to any commission or finder's fee in connection
with the negotiation of this Lease, and Tenant and Landlord each agree to indemnify, defend and hold the other harmless from
and against any claims, damages, costs, expenses, attorneys' fees or liability for compensation or charges which may be claimed
by any such unnamed broker, finder or other similar party by reason of any dealings, actions or agreements of the indemnifying
party.
18. ESTOPPEL CERTIFICATE.
18.1 DELIVERY OF CERTIFICATE. Tenant shall from time to time upon not less than ten (10) business days' prior written
notice from Landlord execute, acknowledge and deliver to Landlord a statement in writing certifying such information as Landlord
may reasonably request including, but not limited to, the following: (a) that this Lease is unmodified and in full force and effect (or,
if modified, stating the nature of such modification and certifying that this Lease, as so modified, is in full force and effect) (b) the
date to which the Base Rent and other charges are paid in advance and the amounts so payable, (c) that there are not, to Tenant's
knowledge, any uncured defaults or unfulfilled obligations on the part of Landlord, or specifying such defaults or unfulfilled
obligations, if any are claimed, (d) that all tenant improvements to be constructed by Landlord, if any, have been completed in
accordance with Landlord's obligations and (e) that Tenant has taken possession of the Premises. Any such statement may be
conclusively relied upon by any prospective purchaser or encumbrancer of the Project.
18.2 FAILURE TO DELIVER CERTIFICATE. At Landlord's option, the failure of Tenant to deliver such statement within
such time shall constitute a default of Tenant hereunder, or it shall be conclusive upon Tenant that this (a) Lease is in full force
and effect, without modification except as may be represented by Landlord, (b) there are no uncured defaults in Landlord's
performance, (c) not more than one month's Base Rent has been paid in advance, (d) all tenant improvements to be constructed
by Landlord, if any, have been completed in accordance with Landlord's obligations and (e) Tenant has taken possession of the
Premises.
19. FINANCIAL INFORMATION. From time to time, at Landlord's request, Tenant shall cause the following financial information
to be delivered to Landlord, at Tenant's sole cost and expense, upon not less than ten (10) business days' advance written notice
from Landlord: (a) a current financial statement for Tenant and Tenant's financial statements for the previous two accounting
years, (b) a current financial statement for any guarantor(s) of this Lease and the guarantor'(s) financial statements for the previous
two accounting years and (c) such other financial information pertaining to Tenant or any guarantor as Landlord or any lender or
purchaser of Landlord may reasonably request. All financial statements shall be prepared in accordance with generally accepted
accounting principles (“GAAP”) consistently applied (or in accordance with a method other than GAAP, provided that such financial
statements fully and accurately reflect the financial condition of Tenant, and the actual method of preparation is fully disclosed in
writing) and, if such is the normal practice of Tenant, shall be audited by an independent certified public accountant. Tenant
hereby authorizes Landlord, from time to time, without notice to Tenant, to obtain a credit report or credit history on Tenant from
any credit reporting company.
20. LANDLORD'S LIABILITY. Tenant acknowledges that Landlord shall have the right to transfer all or any portion of its interest
in the Project and to assign this Lease to the transferee. Tenant agrees that in the event of such a transfer Landlord shall
automatically be released from all liability under this Lease; and Tenant hereby agrees to look solely to Landlord's transferee for
the performance of Landlord's obligations hereunder after the date of the transfer. Upon such a transfer, Landlord shall, at its
option, return Tenant's security deposit to Tenant or transfer Tenant's security deposit to Landlord's transferee and, in either event,
Landlord shall have no further liability to Tenant for the return of its security deposit. Subject to the rights of any lender holding a
mortgage or deed of trust encumbering all or part of the Project, Tenant agrees to look solely to Landlord's equity interest in the
Project for the collection of any judgment requiring the payment of money by Landlord arising out of (a) Landlord's failure to
perform its obligations under this Lease or (b) the negligence or willful misconduct of Landlord, its partners, employees and agents.
No other property or assets of Landlord shall be subject to levy, execution or other enforcement procedure for the satisfaction of
any judgment or writ obtained by Tenant against Landlord. No partner, employee, officer, director, member, manager or agent of
Landlord shall be personally liable for the performance of Landlord's obligations hereunder or be named as a party in any lawsuit
arising out of or related to, directly or indirectly, this Lease and the obligations of Landlord hereunder. The obligations under this
Attachment A
Attachment A - 17
817\3483561.5 18
Lease do not constitute personal obligations of the individual partners, members, managers of Landlord, if any, and Tenant shall
not seek recourse against the individual partners, members or managers of Landlord or their assets.
21. INDEMNITY. Subject to the waiver of subrogation, Tenant hereby agrees to indemnify, defend and hold harmless Landlord
and its employees, partners, agents, members, directors, officers, managers, contractors, lenders and ground lessors, successors
and assigns (said persons and entities are hereinafter collectively referred to as the "Indemnified Parties") from and against any
and all liability, loss, cost, damage, claims, loss of rents, liens, judgments, penalties, fines, settlement costs, investigation costs,
the cost of consultants and experts, attorneys fees, court costs and other legal expenses, the effects of environmental
contamination, the cost of environmental testing, the removal, remediation and/or abatement of Hazardous Substances, insurance
policy deductibles and other expenses (hereinafter collectively referred to as "Damages") arising out of or related to an
"Indemnified Matter" (as defined below). For purposes of this Section 21, an "Indemnified Matter" shall mean any matter for
which one or more of the Indemnified Parties incurs liability or Damages if the liability or Damages arise out of or involve, directly
or indirectly, Tenant's or its employees, officers, managers, partners, agents, contractors, subtenants, licensees or invitees (all of
said persons or entities are hereinafter collectively referred to as "Tenant Parties") use or occupancy of the Premises or the
Project, or any act, omission or neglect of a Tenant Party on the Premises or Project, Tenant's failure to perform any of its
obligations under the Lease, the existence, use or disposal of any Hazardous Substance (as defined in Section 23 below) brought
on to the Project by a Tenant Party, or any other matters for which Tenant has agreed to indemnify Landlord pursuant to any other
provision of this Lease. Tenant's obligations hereunder shall include, but shall not be limited to compensating the Indemnified
Parties for Damages arising out of Indemnified Matters within ten (10) days after written demand from an Indemnified Party and
providing a defense, with counsel reasonably satisfactory to the Indemnified Party, at Tenant's sole expense, within ten (10) days
after written demand from the Indemnified Party, of any claims, action or proceeding arising out of or relating to an Indemnified
Matter whether or not litigated or reduced to judgment and whether or not well founded. If Tenant is obligated to compensate an
Indemnified Party for Damages arising out of an Indemnified Matter, Landlord shall have the right, but not the obligation, with
notice to Tenant, to pay the damages and Tenant shall, upon ten (10) days advance written notice from Landlord, reimburse
Landlord for the costs incurred by Landlord. Together with the notice, Landlord shall provide Tenant with documentation that
reasonably establishes the occurrence is an Indemnified Matter and reasonable documentation of the costs incurred by Landlord
as a result of the Indemnified Matter, and Tenant shall have a reasonable opportunity to review the documentation and investigate
the occurrence prior to making payment to Landlord. The Indemnified Parties need not first pay any Damages to be indemnified
hereunder. Tenant's obligations under this section shall not be released, reduced or otherwise limited because one or more of
the Indemnified Parties are or may be passively negligent with respect to an Indemnified Matter or because an Indemnified Party
is or was partially responsible for the Damages incurred. This indemnity is intended to apply to the fullest extent permitted by
applicable law. Tenant's obligations under this section shall survive the expiration or termination of this Lease. Notwithstanding
anything to the contrary contained in this section, Tenant shall not be obligated to indemnify an Indemnified Party from liability to
the extent such liability arises out of the Indemnified Party's active negligence or willful misconduct.
22. SIGNS. Tenant shall not place any sign upon the Premises (including on the inside or the outside of the doors or windows
of the Premises) or the Project without Landlord's prior written consent, which may be given or withheld in Landlord's sole
discretion. Landlord shall have the right to place any sign it deems appropriate on any portion of the Project except the interior of
the Premises. Any sign Landlord permits Tenant to place upon the Premises shall be maintained by Tenant, at Tenant's sole
expense. Landlord, at Tenant’s sole cost and expense, shall initially provide building directory. Tenant may at its sole cost maintain
any existing suite entry identification signage. Notwithstanding the foregoing, Tenant shall be permitted to attach a sign with its
logo on the door of the Premises, subject to Landlord’s reasonable prior approval and compliance with all Legal Requirements.
Tenant shall pay for the removal of such signage and any damage resulting therefrom.
23. HAZARDOUS SUBSTANCES.
23.1 DEFINITION AND CONSENT. The term "Hazardous Substance" as used in this Lease shall mean any product,
substance, chemical, material or waste whose presence, nature, quantity and/or intensity of existence, use, manufacture, disposal,
transportation, spill, release or affect, either by itself or in combination with other materials expected to be on the Premises, is
either: (a) potentially injurious to the public health, safety or welfare, the environment or the Premises, (b) regulated or monitored
by any governmental entity, (c) a basis for liability of Landlord to any governmental entity or third party under any federal, state or
local statute or common law theory or (d) defined as a hazardous material or substance by any federal, state or local law or
regulation. Except for small quantities of ordinary office supplies such as copier toner, liquid paper, glue, ink and common
household cleaning materials, Tenant shall not cause or permit any Hazardous Substance to be brought, kept, or used in or about
the Premises or the Project by Tenant, its agents, employees, contractors or invitees.
23.2 DUTY TO INFORM LANDLORD. If Tenant knows, or has reasonable cause to believe, that a Hazardous Substance,
or a condition involving or resulting from same, has come to be located in, on or under or about the Premises or the Project,
Tenant shall immediately give written notice of such fact to Landlord. Tenant shall also immediately give Landlord (without demand
by Landlord) a copy of any statement, report, notice, registration, application, permit, license, given to or received from, any
governmental authority or private party, or persons entering or occupying the Premises, concerning the presence, spill, release,
discharge of or exposure to, any Hazardous Substance or contamination in, on or about the Premises or the Project.
23.3 INSPECTION; COMPLIANCE. Landlord and Landlord's employees, agents, contractors and lenders shall have the
right to enter the Premises at any time in the case of an emergency, and otherwise at reasonable times, for the purpose of
inspecting the condition of the Premises and for verifying compliance by Tenant with this Section 23. Landlord shall have the right
Attachment A
Attachment A - 18
817\3483561.5 19
to employ experts and/or consultants in connection with its examination of the Premises and with respect to the installation,
operation, use, monitoring, maintenance, or removal of any Hazardous Substance on or from the Premises. The costs and
expenses of any such inspections shall be paid by the party requesting same, unless a contamination, caused or materially
contributed to by Tenant, is found to exist or be imminent, or unless the inspection is requested or ordered by governmental
authority as the result of any such existing or imminent violation or contamination. In any such case, Tenant shall upon request
reimburse Landlord for the cost and expenses of such inspection.
23.4 NO LIABILITY FOR ACTS OF OTHERS. Notwithstanding anything to the contrary contained in this Lease, Tenant
shall only be liable pursuant to this Section 23 for the acts of Tenant and Tenant Parties, and Tenant shall not be liable for the
acts of persons or entities other than Tenant and Tenant Parties nor shall Tenant be responsible or liable for contamination that
existed at the Premises on the Commencement Date or for contamination emanating from neighboring land.
24. INTENTIONALLY OMITTED.
25. TENANT IMPROVEMENTS. Tenant acknowledges and agrees that Landlord shall not be obligated to construct any tenant
improvements on behalf of Tenant unless it is obligated to do so pursuant to the Addendum that is attached to this Lease as an
exhibit. Except as set forth in the Addendum, it is specifically understood and agreed that Landlord has no obligation and has
made no promises to alter, remodel, improve, renovate, repair or decorate the Premises, the Project, or any part thereof, or to
provide any allowance for such purposes, and that no representations respecting the condition of the Premises or the Project have
been made by Landlord to Tenant.
26. SUBORDINATION.
26.1 EFFECT OF SUBORDINATION. This Lease, and any Option (as defined in Section 27 below) granted hereby, upon
Landlord's election, shall be subject and subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or
security now or hereafter placed upon the Project and to any and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof. At the request of any mortgagee, trustee or ground lessor,
Tenant shall attorn to such person or entity. If any mortgagee, trustee or ground lessor shall elect to have this Lease and any
Options granted hereby prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to
Tenant, this Lease and such Options shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease
or such Options are dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording
thereof. In the event of the foreclosure of a security device, the new owner shall not (a) be liable for any act or omission of any
prior landlord or with respect to events occurring prior to its acquisition of title, (b) be liable for the breach of this Lease by any
prior landlord, (c) be subject to any offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant
for the return of its security deposit.
26.2 EXECUTION OF DOCUMENTS. Tenant agrees to execute and acknowledge any documents Landlord reasonably
requests that Tenant execute to effectuate an attornment, a subordination, or to make this Lease or any Option granted herein
prior to the lien of any mortgage, deed of trust or ground lease, as the case may be. Tenant acknowledges that the subordination
agreement may give the lender the right, in the lender's sole discretion, to continue this Lease in effect or to terminate this Lease
in the event of a foreclosure sale. Tenant's failure to execute such documents within ten (10) days after written demand shall
constitute a default by Tenant hereunder or, at Landlord's option, Landlord shall have the right to execute such documents on
behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's
attorney-in-fact and in Tenant's name, place and stead, to execute such documents in accordance with this Section 26.2.
27. OPTIONS.
27.1 DEFINITION. As used in this Lease, the word "Option" has the following meaning: (1) the right or option to extend
the term of this Lease or to renew this Lease, (2) the option or right of first refusal to lease the Premises or the right of first offer
to lease the Premises or the right of first refusal to lease other space within the Project or the right of first offer to lease other space
within the Project, and (3) the right or option to terminate this Lease prior to its expiration date or to reduce the size of the Premises.
For purposes of this section, an Option shall also include any Option contained in any subsequent amendment to this Lease.
27.2 OPTIONS PERSONAL. Each Option granted to Tenant in this Lease, if any, is personal to the original Tenant and
an Affiliate and may be exercised only by the original Tenant or an Affiliate while occupying the Premises and may not be exercised
or be assigned, voluntarily or involuntarily, by or to any person or entity other than Tenant, including, without limitation, any
permitted transferee as defined in Section 12 except an Affiliate. The Options, if any, herein granted to Tenant are not assignable
separate and apart from this Lease, nor may any Option be separated from this Lease in any manner, either by reservation or
otherwise. If at any time an Option is exercisable by Tenant, the Lease has been assigned, or a sublease exists as to any portion
of the Premises except to an Affiliate or a pursuant to a Permitted Short-Term Sublease, the Option shall be deemed null and void
and neither Tenant nor any assignee or subtenant shall have the right to exercise the Option.
27.3 MULTIPLE OPTIONS. In the event that Tenant has multiple Options to extend or renew this Lease a later Option
cannot be exercised unless the prior Option to extend or renew this Lease has been so exercised.
Attachment A
Attachment A - 19
817\3483561.5 20
27.4 EFFECT OF DEFAULT ON OPTIONS. Tenant shall have no right to exercise an Option (i) during the time commencing
from the date Landlord gives to Tenant a notice of default pursuant to Section 13.1 and continuing until the noncompliance alleged
in said notice of default is cured, or (ii) if Tenant is in default of any of the terms, covenants or conditions of this Lease. The period
of time within which an Option may be exercised shall not be extended or enlarged by reason of Tenant's inability to exercise an
Option because of the provisions of this Section 27.4.
27.5 INTENTIONALLY OMITTED.
27.6 NOTICE OF EXERCISE OF OPTION. Notwithstanding anything to the contrary contained in Section 41, Tenant shall
give written notice exercising an Option using certified mail return receipt requested or some other method where the person
delivering the package containing the notice obtains a signature of the person accepting the package containing the notice (e.g.,
by FedEx with the requirement that the FedEx delivery person obtain a signature from the person accepting the package). It shall
be the obligation of Tenant to prove that Landlord received the notice exercising an Option in a timely manner.
27.7 GUARANTEES. Notwithstanding anything to the contrary contained in any rider or addendum to this Lease,
Tenant's right to exercise and the effectiveness of an Option is conditioned upon Landlord's receipt from any prior tenant that has
not been expressly released from liability under this Lease, and any guarantor of any obligation of Tenant under this Lease, of a
written agreement satisfactory to Landlord, in Landlord’s sole discretion, reaffirming such person's obligations under this Lease or
the guaranty, as modified by Tenant's exercise of the Option.
28. LANDLORD RESERVATIONS. Landlord shall have the right: (a) to change the name and address of the Project or Building;
(b) to, at Landlord’s expense, provide and install Building standard graphics on or near the door of the Premises and such portions
of the Common Areas as Landlord shall determine, in Landlord's sole discretion; (c) to permit any tenant the exclusive right to
conduct any business as long as such exclusive right does not conflict with any rights expressly given herein; and (d) to place
signs, notices or displays upon the roof, interior, exterior or Common Areas of the Project. Tenant shall not use a representation
(photographic or otherwise) of the Building or the Project or their name(s) in connection with Tenant's business or suffer or permit
anyone, except in an emergency, to go upon the roof of the Building. Landlord reserves the right to use the exterior walls of the
Premises, and the area beneath, adjacent to and above the Premises together with the right to install, use, maintain and replace
equipment, machinery, pipes, conduits and wiring through the Premises, which serve other parts of the Project provided that
Landlord's use does not unreasonably interfere with Tenant's use of the Premises.
29. CHANGES TO PROJECT. Landlord shall have the right, in Landlord's sole discretion, from time to time, to make changes to
the size, shape, location, number and extent of the improvements comprising the Project (hereinafter referred to as "Changes")
including, but not limited to, the Project interior and exterior, the Common Areas, elevators, escalators, restrooms, HVAC, electrical
systems, communication systems, fire protection and detection systems, plumbing systems, security systems and landscaped
areas. In connection with the Changes, Landlord may, among other things, erect scaffolding or other necessary structures at the
Project, limit or eliminate access to portions of the Project, including portions of the Common Areas, or perform work in the Building,
which work may create noise, dust or leave debris in the Building. Tenant hereby agrees that such Changes and Landlord's
actions in connection with such Changes shall in no way constitute a constructive eviction of Tenant or entitle Tenant to any
abatement of rent. Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or indirect injury to or
interference with Tenant's business arising from the Changes, nor shall Tenant be entitled to any compensation or damages from
Landlord for any inconvenience or annoyance occasioned by such Changes or Landlord's actions in connection with such
Changes. Landlord shall use commercially reasonable efforts to minimize disruption to Tenant's business operations caused by
Changes.
30. INTENTIONALLY OMITTED.
31. HOLDING OVER. If Tenant remains in possession of the Premises or any part thereof after the expiration or earlier
termination of the term hereof with Landlord's consent, such occupancy shall be a tenancy from month to month upon all the terms
and conditions of this Lease pertaining to the obligations of Tenant, except that the Base Rent payable shall be one hundred
twenty five percent (125%) of the Base Rent payable immediately preceding the termination date of this Lease, and all Options, if
any, shall be deemed terminated and be of no further effect. If Tenant remains in possession of the Premises or any part thereof
after the expiration of the term hereof without Landlord's consent, Tenant shall, at Landlord's option, be treated as a tenant at
sufferance at a Base Rent equal to one hundred twenty five percent (125%) of the Base Rent payable during the last month of the
Lease term and otherwise subject to the terms, covenants and conditions herein specified, so far as applicable. Nothing contained
herein shall be construed to constitute Landlord's consent to Tenant holding over at the expiration or earlier termination of the
Lease term or to give Tenant the right to hold over after the expiration or earlier termination of the Lease term. Tenant hereby
agrees to indemnify, hold harmless and defend Landlord from any cost, loss, claim or liability (including attorneys' fees) Landlord
may incur as a result of Tenant's failure to surrender possession of the Premises to Landlord upon the termination of this Lease.
32. LANDLORD'S ACCESS.
32.1 ACCESS. Landlord and Landlord's agents, contractors and employees shall have the right to enter the Premises
at reasonable times upon 24 hours’ telephonic or written (including email) notice to Tenant (George Hoyt – 650-329-2368 or
George.Hoyt@CityofPaloAlto.org) (except in the case of any emergency, where no advance notice shall be required) for the
purpose of inspecting the Premises, performing any services required of Landlord, showing the Premises to prospective
Attachment A
Attachment A - 20
817\3483561.5 21
purchasers, lenders, or tenants, undertaking safety measures and making alterations, repairs, improvements or additions to the
Premises or to the Project. In the event of an emergency, Landlord may gain access to the Premises by any reasonable means.
Landlord may at any time place on or about the Building or the Project for sale or for lease signs.
32.2 KEYS. Landlord shall have the right to retain keys to the locks on the entry doors to the Premises and all interior
doors at the Premises. At Landlord's option, Landlord may require Tenant to obtain all keys to door locks at the Premises from
Landlord's engineering staff or Landlord's locksmith and to only use Landlord's engineering staff or Landlord's locksmith to change
locks at the Premises. Tenant shall pay Landlord's or its locksmith's standard charge for all keys and other services obtained from
Landlord's engineering staff or locksmith. Notwithstanding the foregoing, Tenant shall have the right to install an electronic security
lock on the entrance of the Premises. Tenant shall master key its installed electronic lock to match the Building master lock upon
installation and shall return the lock to the Building standard upon expiration of the Lease term. Landlord shall provide the
Building’s master key cylinder to Tenant.
33. SECURITY MEASURES. Tenant hereby acknowledges that Landlord shall have no obligation whatsoever to provide guard
service or other security measures for the benefit of the Premises or the Project, and Landlord shall have no liability to Tenant due
to its failure to provide such services. Tenant assumes all responsibility for the protection of Tenant, its agents, employees,
contractors and invitees and the property of Tenant and of Tenant's agents, employees, contractors and invitees from acts of third
parties. Nothing herein contained shall prevent Landlord, at Landlord's sole option, from implementing security measures for the
Project or any part thereof, in which event Tenant shall participate in such security measures and the cost thereof shall be included
within the definition of Operating Expenses, and Landlord shall have no liability to Tenant and its agents, employees, contractors
and invitees arising out of Landlord's negligent provision of security measures. Landlord shall have the right, but not the obligation,
to require all persons entering or leaving the Project to identify themselves to a security guard and to reasonably establish that
such person should be permitted access to the Project. In no event shall Tenant or its employees, agents or contractors bring
firearms or other weapons to the Project or the Premises, and Tenant shall not have the right to employ armed security guards.
34. EASEMENTS. Landlord reserves to itself the right, from time to time, to grant such easements, rights and dedications that
Landlord deems necessary or desirable, and to cause the recordation of parcel maps and restrictions, so long as such easements,
rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by Tenant. Tenant shall sign
any of the aforementioned documents within ten (10) days after Landlord's request and Tenant's failure to do so shall constitute a
default by Tenant. The obstruction of Tenant's view, air, or light by any structure erected in the vicinity of the Project, whether by
Landlord or third parties, shall in no way affect this Lease or impose any liability upon Landlord.
35. TRANSPORTATION MANAGEMENT. Tenant shall fully comply at its sole expense with all present or future programs
implemented or required by any governmental or quasi-governmental entity or Landlord to manage parking, transportation, air
pollution, or traffic in and around the Project or the metropolitan area in which the Project is located.
36. SEVERABILITY. The invalidity of any provision of this Lease as determined by a court of competent jurisdiction shall in no
way affect the validity of any other provision hereof.
37. TIME OF ESSENCE. Time is of the essence with respect to each of the obligations to be performed by Tenant and Landlord
under this Lease.
38. DEFINITION OF ADDITIONAL RENT. All monetary obligations of Tenant to Landlord under the terms of this Lease, including,
but not limited to, Base Rent, Tenant's Share of Operating Expenses and Real Property Taxes and late charges shall be deemed
to be rent.
39. INCORPORATION OF PRIOR AGREEMENTS. This Lease and the attachments listed in Section 1.20 contain all agreements of
the parties with respect to the lease of the Premises and any other matter mentioned herein. No prior or contemporaneous
agreement or understanding pertaining to any such matter shall be effective. Except as otherwise stated in this Lease, Tenant
hereby acknowledges that no real estate broker nor Landlord or any employee or agents of any of said persons has made any
oral or written warranties or representations to Tenant concerning the condition or use by Tenant of the Premises or the Project
or concerning any other matter addressed by this Lease.
40. AMENDMENTS. This Lease may be modified in writing only, signed by the parties in interest at the time of the modification.
41. NOTICES. Subject to the requirements of Section 27.6 of this Lease, all notices required or permitted by this Lease shall
be in writing and may be delivered (a) in person (by hand, by messenger or by courier service), (b) by U.S. Postal Service regular
mail, (c) by U.S. Postal Service certified mail, return receipt requested, or (d) by U.S. Postal Service Express Mail, Federal Express
or other overnight courier, and shall be deemed sufficiently given if served in a manner specified in this Section 41. The addresses
set forth in Section 1.21 of this Lease shall be the address of each party for notice purposes. Landlord or Tenant may by written
notice to the other specify a different address for notice purposes. A copy of all notices required or permitted to be given to either
party hereunder shall be concurrently transmitted to such party or parties at such addresses as either party may from time to time
hereinafter designate by written notice to the other party. Any notice sent by regular mail or by certified mail, return receipt
requested, shall be deemed given three (3) days after deposited with the U.S. Postal Service. Notices delivered by U.S. Express
Mail, Federal Express or other courier shall be deemed given on the date delivered by the carrier to the appropriate party's address
for notice purposes. If notice is received on Saturday, Sunday or a legal holiday, it shall be deemed received on the next business
Attachment A
Attachment A - 21
817\3483561.5 22
day. Nothing contained herein shall be construed to limit Landlord's right to serve any notice to pay rent or quit or similar notice
by any method permitted by applicable law, and any such notice shall be effective if served in accordance with any method
permitted by applicable law whether or not the requirements of this section have been met.
42. WAIVERS. No waiver by Landlord or Tenant of any provision hereof shall be deemed a waiver of any other provision
hereof or of any subsequent breach by Landlord or Tenant of the same or any other provision. Landlord's consent to, or approval
of, any act shall not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act
by Tenant. The acceptance of rent hereunder by Landlord shall not be a waiver of any preceding breach by Tenant of any provision
hereof, other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord's knowledge of such
preceding breach at the time of acceptance of such rent. No acceptance by Landlord of partial payment of any sum due from
Tenant shall be deemed a waiver by Landlord of its right to receive the full amount due, nor shall any endorsement or statement
on any check or accompanying letter from Tenant be deemed an accord and satisfaction. Tenant hereby waives California Code
of Civil Procedure Section 1179 and Civil Code Section 3275 which allow tenants to obtain relief from the forfeiture of a lease.
Tenant hereby waives for Tenant and all those claiming under Tenant all rights now or hereafter existing to redeem by order or
judgment of any court or by legal process or writ, Tenant's right of occupancy of the Premises after any termination of this Lease.
43. COVENANTS. This Lease shall be construed as though Landlord's covenants contained herein are independent and not
dependent and Tenant hereby waives the benefit of any statute to the contrary. All provisions of this Lease to be observed or
performed by Tenant are both covenants and conditions.
44. BINDING EFFECT; CHOICE OF LAW. Subject to any provision hereof restricting assignment or subletting by Tenant, this
Lease shall bind the parties, their heirs, personal representatives, successors and assigns. This Lease shall be governed by the
laws of the state in which the Project is located and any litigation concerning this Lease between the parties hereto shall be initiated
in the county in which the Project is located.
45. ATTORNEYS' FEES. If Landlord or Tenant brings an action or proceeding, including any appellate or alternative dispute
resolution proceeding, to enforce the terms hereof or declare rights hereunder, the prevailing party in any such action or
proceeding, or appeal thereon, shall be entitled to its reasonable attorneys' fees (or the reasonable value of staff attorney services)
and costs to be paid by the losing party. The attorneys' fee award shall not be computed in accordance with any court fee
schedule, but shall be such as to fully reimburse all attorneys' fees and court costs reasonably incurred in good faith. Landlord
and Tenant agree that attorneys' fees incurred with respect to defaults and bankruptcy are actual pecuniary losses within the
meaning of Section 365(b)(1)(B) of the Bankruptcy Code or any successor statute.
46. AUCTIONS. Tenant shall not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction upon the
Premises or the Common Areas. The holding of any auction on the Premises or Common Areas in violation of this Section 46
shall constitute a default hereunder.
47. EXEMPTION OF LANDLORD FROM LIABILITY. Tenant hereby agrees that Landlord and its members, managers, partners,
officers, directors, employees, representatives and agents (collectively, “Landlord Parties”) shall not be liable for injury to Tenant's
business or any loss of income therefrom or for loss of or damage to the merchandise, tenant improvements, fixtures, furniture,
equipment, computers, files, automobiles, or other property of Tenant, Tenant's employees, agents, contractors or invitees, or any
other person in or about the Project, nor shall Landlord Parties be liable for injury to the person of Tenant, Tenant's employees,
agents, contractors or invitees, whether such damage or injury is caused by or results from any cause whatsoever including, but
not limited to, theft, criminal activity at the Project, negligent security measures, bombings or bomb scares, acts of terrorism,
Hazardous Substances, fire, steam, electricity, gas, water or rain, flooding, breakage of pipes, sprinklers, plumbing, air conditioning
or lighting fixtures, or from any other cause, whether said damage or injury results from conditions arising upon the Premises or
upon other portions of the Project, or from other sources or places, or from new construction or the repair, alteration or improvement
of any part of the Project, and regardless of whether the cause of the damage or injury arises out of the active negligence, passive
negligence or intentional acts of Landlord Parties. Landlord Parties shall not be liable for any damages arising from any act or
neglect of any employees, agents, contractors or invitees of any other tenant, occupant or user of the Project, nor from the failure
of Landlord Parties to enforce the provisions of the lease of any other tenant of the Project. Tenant, as a material part of the
consideration to Landlord hereunder, hereby assumes all risk of damage to Tenant's property or business or injury to persons, in,
upon or about the Project arising from any cause, including the active or passive negligence of Landlord Parties, and Tenant
hereby waives all claims in respect thereof against Landlord Parties. Notwithstanding the foregoing, nothing herein exempts
Landlord Parties from liability arising out of their gross negligence, recklessness, willful misconduct or criminal acts.
48. MERGER. The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, or a termination by
Landlord, shall not result in the merger of Landlord's and Tenant's estates, and shall, at the option of Landlord, terminate all or
any existing subtenancies or may, at the option of Landlord, operate as an assignment to Landlord of any or all of such
subtenancies.
49. QUIET POSSESSION. Subject to the other terms and conditions of this Lease, and the rights of any lender, and provided
Tenant is not in default hereunder, Tenant shall have quiet possession of the Premises for the entire term hereof subject to all of
the provisions of this Lease.
Attachment A
Attachment A - 22
817\3483561.5 23
50. AUTHORITY. If either party is a corporation, trust, or general or limited partnership, the party, and each individual executing
this Lease on behalf of such entity, represents and warrants to the other party that such individual is duly authorized to execute
and deliver this Lease on behalf of said entity, that said entity is duly authorized to enter into this Lease, and that this Lease is
enforceable against said entity in accordance with its terms. If either party is a corporation, trust or partnership, it shall deliver to
the other party upon demand evidence of such authority satisfactory to the requesting party.
51. CONFLICT. Any conflict between the typewritten provisions of this Lease and handwritten provisions, if any, shall be
controlled by the handwritten provisions; provided, however, handwritten provisions shall have no force or effect unless separately
initialed by both Landlord and Tenant.
52. MULTIPLE PARTIES. If more than one person or entity is named as Tenant herein, the obligations of Tenant shall be the
joint and several responsibility of all persons or entities named herein as Tenant. Service of a notice in accordance with Section 41
on one Tenant shall be deemed service of notice on all Tenants.
53. INTERPRETATION. This Lease shall be interpreted as if it was prepared by both parties and ambiguities shall not be
resolved in favor of Tenant because all or a portion of this Lease was prepared by Landlord. The captions contained in this Lease
are for convenience only and shall not be deemed to limit or alter the meaning of this Lease. As used in this Lease the words
tenant and landlord include the plural as well as the singular. Words used in the neuter gender include the masculine and feminine
gender.
54. PROHIBITION AGAINST RECORDING. Neither this Lease, nor any memorandum, affidavit or other writing with respect thereto,
shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant. Landlord shall have the right to record a
memorandum of this Lease, and Tenant shall execute, acknowledge and deliver to Landlord for recording any memorandum
prepared by Landlord.
55. RELATIONSHIP OF PARTIES. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any
third party to create the relationship of principal and agent, partnership, joint venturer or any association between Landlord and
Tenant.
56. RULES AND REGULATIONS. Tenant agrees to abide by and conform to the Rules and to cause its employees, suppliers,
customers and invitees to so abide and conform. Landlord shall have the right, from time to time, to modify, amend and enforce
the Rules in a non-discriminatory manner. Landlord shall not be responsible to Tenant for the failure of other persons including,
but not limited to, other tenants, their agents, employees and invitees to comply with the Rules. In the event of any conflict or
inconsistency between the terms of this Lease and the Rules, the terms of this Lease shall control.
57. RIGHT TO LEASE. Landlord reserves the absolute right to effect such other tenancies in the Project as Landlord in its sole
discretion shall determine, and Tenant is not relying on any representation that any specific tenant or number of tenants will occupy
the Project.
58. SECURITY FOR PERFORMANCE OF TENANT'S OBLIGATIONS. Notwithstanding any security deposit held by Landlord pursuant
to Section 5, Tenant hereby agrees that in the event of a default by Tenant, Landlord shall be entitled to seek and obtain a writ of
attachment and/or a temporary protective order and Tenant hereby waives any rights or defenses to contest such a writ of
attachment and/or temporary protective order on the basis of California Code of Civil Procedure Section 483.010 or any other
related statute or rule.
59. ATTACHMENTS. The items listed in Section 1.20 are a part of this Lease and are incorporated herein by this reference.
60. PATRIOT ACT. The parties represents to the other that, (i) neither it nor any person or entity that directly owns a 10% or
greater equity interest in it nor any of its officers, directors or managing members is a person or entity (each, a “Prohibited
Person”) with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset
Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked
Persons List) or under Executive Order 13224 (the “Executive Order”) signed on September 24, 2001, and entitled “Blocking
Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other
governmental action, (ii) the parties’ activities do not violate the International Money Laundering Abatement and Financial Anti-
Terrorism Act of 2001 or the regulations or orders promulgated thereunder (as amended from time to time, the “Money
Laundering Act”) and (iii) throughout the term of this Lease, the parties shall comply with the Executive Order and with the Money
Laundering Act.
61. JUDICIAL REFERENCE.
(a) It is the desire and intention of the parties to agree upon a mechanism and procedure under which controversies
and disputes arising out of this Lease or related to the Premises will be resolved in a prompt and expeditious manner. Accordingly,
the parties may mutually agree to submit an action, proceeding or cross-claim brought by either party hereto against the other
(and/or against its officers, directors, employees, agents or subsidiaries or affiliated entities) on any matters arising out of or in
any way connected with this Lease, Tenant’s use or occupancy of the Premises and/or any claim of injury or damage, whether
sounding in contract, tort, or otherwise, to be heard and resolved by a referee under the provisions of the California Code of Civil
Attachment A
Attachment A - 23
817\3483561.5 24
Procedure, Sections 638 — 645.1, inclusive (as same may be amended, or any successor statute(s) thereto) (the "Referee
Sections"). Proceedings submitted for judicial reference shall be subject to the provisions in this Section 61.
(c) Any fee to initiate the judicial reference proceedings and all fees charged and costs incurred by the referee shall
be paid by the party initiating such procedure (except that if a reporter is requested by either party, then a reporter shall be present
at all proceedings where requested and the fees of such reporter – except for copies ordered by the other parties – shall be borne
by the party requesting the reporter); provided however, that allocation of the costs and fees, including any initiation fee, of such
proceeding shall be ultimately determined in accordance with Section 45 of this Lease.
(d) The exclusive venue of the proceedings shall be in the county in which the Premises are located.
(e) Within 10 days of receipt by any party of a request to resolve any dispute or controversy pursuant to this Section
61, the parties shall agree upon a single referee who shall try all issues, whether of fact or law, and report a finding and judgment
on such issues as required by the Referee Sections. If the parties are unable to agree upon a referee within such 10-day period,
then any party may thereafter file a lawsuit in the county in which the Premises are located for the purpose of appointment of a
referee under the Referee Sections. If the referee is appointed by the court, the referee shall be a neutral and impartial retired
judge with substantial experience in the relevant matters to be determined, from the panels offered by JAMS. The proposed
referee may be challenged by any party for any of the grounds listed in the Referee Sections. The referee shall have the power
to decide all issues of fact and law and report his or her decision on such issues, and to issue all recognized remedies available
at law or in equity for any cause of action that is before the referee, including an award of attorneys’ fees and costs in accordance
with this Lease. The referee shall not, however, have the power to award punitive damages, nor shall the referee have the power
to award any other damages that are not permitted by the express provisions of this Lease, and the parties waive any right to
recover such damages.
(f) The parties may conduct all discovery as provided in the California Code of Civil Procedure, and the referee
shall oversee discovery and may enforce all discovery orders in the same manner as any trial court judge, with rights to regulate
discovery and to issue and enforce subpoenas, protective orders and other limitations on discovery available under California
Law.
(g) The reference proceeding shall be conducted in accordance with California Law (including the rules of
evidence), and in all regards, the referee shall follow California Law applicable at the time of the reference proceeding. The parties
shall promptly and diligently cooperate with one another and the referee, and shall perform such acts as may be necessary to
obtain a prompt and expeditious resolution of the dispute or controversy in accordance with the terms of this Section 61. In this
regard, the parties agree that the parties and the referee shall use best efforts to ensure that (a) discovery, including all expert
discovery (but excluding motions regarding discovery) be concluded within six (6) months of the date of the appointment of the
referee, and (b) a trial date be set so that the trial proceeding is held no more than nine (9) months after the date of the appointment
of the referee.
(h) In accordance with Section 644 of the California Code of Civil Procedure, the decision of the referee upon the
whole issue must stand as the decision of the court, and upon the filing of the statement of decision with the clerk of the court, or
with the judge if there is no clerk, judgment may be entered thereon in the same manner as if the action had been tried by the
court. Any decision of the referee and/or judgment or other order entered thereon shall be appealable to the same extent and in
the same manner that such decision, judgment, or order would be appealable if rendered by a judge of the superior court in which
venue is proper hereunder. The referee shall in his/her statement of decision set forth his/her findings of fact and conclusions of
law. The parties intend this general reference agreement to be specifically enforceable in accordance with the Code of Civil
Procedure. Nothing in this Section 61 shall prejudice the right of any party to obtain provisional relief or other equitable remedies
from a court of competent jurisdiction as shall otherwise be available under the Code of Civil Procedure and/or applicable court
rules.
Attachment A
Attachment A - 24
Attachment A
Attachment A - 25
817\3483561.5
EXHIBIT A
PREMISES
Exhibit A is intended only to show the general layout of the Premises, and shall not be interpreted to increase or decrease the size
of the Premises beyond the number of rentable square feet set forth in Section 1.6. Exhibit A is not to be scaled and any
measurements or distances shown on Exhibit A are approximates only.
[Marked as #4 on following pages]
Attachment A
Attachment A - 26
817\3483561.5
EXHIBIT B
VERIFICATION LETTER
CITY OF PALO ALTO, a charter city and municipal corporation of the State of California ("Tenant"), hereby certifies
that it has entered into a lease with KG-Bryant, LLC, a California limited liability company ("Landlord"), and verifies the following
information as of the ____ day of __________, 202_:
Address of Building : __________________________________________
__________________________________________
Number of Rentable Square Feet in Premises : __________________________________________
Commencement Date : __________________________________________
Lease Termination Date : __________________________________________
Tenant’s Share : _________________________________________%
Initial Base Rent : __________________________________________
Billing Address for Tenant : __________________________________________
__________________________________________
__________________________________________
Attention : __________________________________________
Telephone Number : (___)______________________________________
Federal Tax I.D. No. : __________________________________________
Tenant acknowledges and agrees that all tenant improvements Landlord is obligated to make to the Premises, if any, have been
completed to Tenant's satisfaction, that Tenant has accepted possession of the Premises, and that as of the date hereof, there
exist no offsets or defenses to the obligations of Tenant under the Lease.
TENANT:
CITY OF PALO ALTO,
a charter city and municipal corporation of the State of California
By: _____________________________
_____________________________
(print name)
Its: ____________________________
(print title)
By: _____________________________
_____________________________
(print name)
Its: ____________________________
(print title)
Attachment A
Attachment A - 27
817\3483561.5
EXHIBIT C
RULES AND REGULATIONS
GENERAL RULES
Tenant shall faithfully observe and comply with the following Rules and Regulations.
1. Tenant shall not alter any locks or install any new or additional locks or bolts on any doors or windows of the Premises
without obtaining Landlord's prior written consent. Tenant shall bear the cost of any lock changes or repairs required by Tenant.
Keys required by Tenant must be obtained from Landlord at a reasonable cost to be established by Landlord. If card keys are
used to gain access to the Project, Landlord may (a) charge Tenant for the cost of any card keys issued to Tenant and charge
Tenant for the cost of replacing lost or stolen card keys, (b) collect deposits for card keys issued to Tenant (and retain a deposit
applicable to a card key if the card key is not returned) and (c) require Tenant to immediately return card keys that are no longer
in use. Tenant shall only provide card keys or other keys to its Premises to its employees, and Tenant shall at all times keep an
accurate list of the name of each employee to whom it has provided a card key or regular key. Tenant shall immediately notify
Landlord of any lost or stolen card keys or regular keys, and on the day that the employment of an employee ends, Tenant shall
obtain all card keys and regular keys from the employee. Tenant shall return all card keys and regular keys upon the termination
of the Lease.
2. All doors opening to public corridors shall be kept closed at all times except for normal ingress and egress to the Premises.
Tenant shall assume any and all responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping
doors locked and other means of entry to the Premises closed.
3. Landlord reserves the right to close and keep locked all entrance and exit doors of the Project except during the Project's
normal hours of business as defined in Section 11.5 of the Lease. Tenant, its employees and agents must be sure that the doors
to the Project are securely closed and locked when leaving the Premises if it is after the normal hours of business of the Project.
Tenant, its employees, agents or any other persons entering or leaving the Project at any time when it is so locked, or any time
when it is considered to be after normal business hours for the Project, may be required to sign the Project register. Access to
the Project may be refused unless the person seeking access has proper identification or has a previously received authorization
for access to the Project. Landlord and its agents shall in no case be liable for damages for any error with regard to the admission
to or exclusion from the Project of any person. In case of invasion, mob, riot, public excitement, or other commotion, Landlord
reserves the right to prevent access to the Project during the continuance thereof by any means it deems appropriate for the safety
and protection of life and property.
4. Landlord reserves the right, in Landlord's sole and absolute discretion, to close or limit access to the Project and/or the
Premises, from time to time, due to the failure of utilities, due to damage to the Project and/or the Premises, to ensure the safety
of persons or property or due to government order or directive, and Tenant agrees to immediately comply with any such decision
by Landlord. If Landlord closes or limits access to the Project and/or the Premises for the reasons described above, Landlord's
actions shall not constitute a breach of the Lease.
5. No furniture, freight or equipment of any kind shall be brought into the Project without Landlord's prior authorization.
Tenant shall only move in and out of the Premises at times designated by Landlord, in Landlord's sole discretion (e.g., Landlord
could require that all moves in and out of the Premises only occur on weekends or on weekdays between 5:00 p.m. and 11:00
p.m.). All moves in and out of the Premises shall be scheduled with Landlord in advance, on a first come, first served basis. All
property shall be moved in and out of the Premises using the freight elevator. Landlord shall have the right, in its sole discretion,
to permit only one tenant to move in or out of the Project at a time. When moving equipment, furniture and other items into and
out of the Premises, Tenant shall take whatever precautions Landlord designates to protect the Project from damage (e.g., placing
plastic or other protective material on carpets in the common areas and the Premises). Landlord shall have the right to prescribe
the weight, size and position of all safes and other heavy property brought into the Project and also the times and manner of
moving the same in and out of the Project. Safes and other heavy objects shall, if considered necessary by Landlord, stand on
supports of such thickness as is necessary to properly distribute the weight, and Tenant shall be solely responsible for the cost of
installing all supports. Landlord will not be responsible for loss of or damage to any such safe or property in any case. Any
damage to any part of the Project, its contents, occupants or visitors by moving or maintaining any such safe or other property
shall be the sole responsibility and expense of Tenant.
6. The requirements of Tenant will be attended to only upon application at the management office for the Project or at such
office location designated by Landlord. Tenant shall not ask employees of Landlord to do anything outside their regular duties
without special authorization from Landlord.
7. Tenant shall not disturb, solicit, or canvass any occupant of the Project and shall cooperate with Landlord and its agents
to prevent the same. Tenant, its employees and agents shall not loiter in or on the entrances, corridors, sidewalks, lobbies, halls,
stairways, elevators, or any Common Areas for the purpose of smoking tobacco products or for any other purpose, nor in any way
obstruct such areas, and shall use them only as a means of ingress and egress for the Premises. Smoking shall not be permitted
in the Common Areas.
Attachment A
Attachment A - 28
817\3483561.5 2
8. The toilet rooms, urinals and wash bowls shall not be used for any purpose other than that for which they were
constructed, and no foreign substance of any kind whatsoever shall be thrown therein. The expense of any breakage, stoppage
or damage resulting from the violation of this rule shall be borne by the tenant who, or whose employees or agents, shall have
caused it.
9. Except for vending machines intended for the sole use of Tenant's employees and invitees, no vending machine or
machines other than fractional horsepower office machines shall be installed, maintained or operated upon the Premises without
the written consent of Landlord. All vendors or other persons visiting the Premises shall be subject to the reasonable control of
Landlord. Tenant shall not permit its vendors or other persons visiting the Premises to solicit other tenants of the Project.
10. Tenant shall not use or keep in or on the Premises or the Project any kerosene, gasoline or other inflammable or
combustible fluid or material. Tenant shall not bring into or keep within the Premises or the Project any animals, birds, bicycles or
other vehicles.
11. Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or substance in or on the Premises, or
permit or allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the
Project by reason of noise, odors, or vibrations, or to otherwise interfere in any way with the use of the Project by other tenants.
12. No cooking shall be done or permitted on the Premises, nor shall the Premises be used for the storage of merchandise,
for loading or for any improper, objectionable or immoral purposes. Notwithstanding the foregoing, Underwriters' Laboratory
approved equipment and microwave ovens may be used in the Premises for heating food and brewing coffee, tea, hot chocolate
and similar beverages for employees and visitors of Tenant, provided that such use is in accordance with all applicable federal,
state and city laws, codes, ordinances, rules and regulations; and provided further that such cooking does not result in odors
escaping from the Premises.
13. Landlord shall have the right to approve where and how telephone wires are to be introduced to the Premises. No boring
or cutting for wires shall be allowed without the consent of Landlord. The location of telephone call boxes and other office
equipment affixed to the Premises shall be subject to the approval of Landlord. Tenant shall not mark, drive nails or screws, or
drill into the partitions, woodwork or plaster contained in the Premises or in any way deface the Premises or any part thereof
without Landlord's prior written consent. Tenant shall not install any radio or television antenna, satellite dish, loudspeaker or
other device on the roof or exterior walls of the Project. Tenant shall not interfere with broadcasting or reception from or in the
Project or elsewhere.
14. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is
intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of these Rules and
Regulations.
15. Tenant shall not waste electricity, water or air conditioning and agrees to cooperate fully with Landlord to ensure the most
effective operation of the Project's heating and air conditioning system, and shall refrain from attempting to adjust any controls.
Tenant shall not without the prior written consent of Landlord use any method of heating or air conditioning other than that supplied
by Landlord. Tenant shall not use electric fans or space heaters in the Premises.
16. Tenant shall store all its trash and garbage within the interior of the Premises. No material shall be placed in the trash
boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of
removing and disposing of trash in the vicinity of the Project without violation of any law or ordinance governing such disposal. All
trash, garbage and refuse disposal shall be made only through entry-ways and elevators provided for such purposes at such times
as Landlord shall designate.
17. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord
or any governmental agency.
18. No awnings or other projection shall be attached to the outside walls or windows of the Project by Tenant. No curtains,
blinds, shades or screens shall be attached to or hung in any window or door of the Premises without the prior written consent of
Landlord. Landlord shall have the right to require Tenant to use Landlord's standard curtains or window coverings. Tenant shall
not place any signs in the windows of the Premises or the Project. All electrical ceiling fixtures hung in the Premises must be
fluorescent and/or of a quality, type, design and bulb color approved by Landlord. Tenant shall abide by Landlord's regulations
concerning the opening and closing of window coverings which are attached to the windows in the Premises. The skylights,
windows, and doors that reflect or admit light and air into the halls, passageways or other public places in the Project shall not be
covered or obstructed by Tenant, nor shall any bottles, parcels or other articles be placed on the windowsills.
19. Tenant shall not employ any person or persons other than the janitor of Landlord for the purpose of cleaning the Premises
unless otherwise agreed to in writing by Landlord. Except with the prior written consent of Landlord, no person or persons other
than those approved by Landlord shall be permitted to enter the Project for the purpose of cleaning same. Landlord shall in no
way be responsible to Tenant for any loss of property on the Premises, however occurring, or for any damage done to the effects
of Tenant or any of its employees or other persons by the janitor of Landlord. Landlord shall not be obligated to notify Tenant of
the times at which the janitorial staff will enter the Premises, and Tenant hereby authorizes the janitorial staff to enter the Premises
Attachment A
Attachment A - 29
817\3483561.5 3
at any time, without notice. Janitor service shall include ordinary dusting and cleaning by the janitor assigned to such work and
shall not include cleaning of carpets or rugs, except normal vacuuming, or moving of furniture and other special services. Window
cleaning shall be done only by Landlord at reasonable intervals and as Landlord deems necessary.
20. Tenant acknowledges that the local fire department has previously required Landlord to participate in a fire and
emergency preparedness program or may require Landlord and/or Tenant to participate in such a program in the future. Tenant
agrees to take all actions necessary to comply with the requirements of such a program including, but not limited to, designating
certain employees as "fire wardens" and requiring them to attend any necessary classes and meetings and to perform any required
functions.
21. Tenant and its employees shall comply with all federal, state and local recycling and/or resource conservation laws and
shall take all actions requested by Landlord in order to comply with such laws. Tenant and its employees shall participate in any
recycling or resource conservation program implemented by Landlord, at Tenant's sole expense.
Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such
other and further reasonable Rules and Regulations as in Landlord's judgment may from time to time be necessary for the
management, safety, care and cleanliness of the Project, and for the preservation of good order therein, as well as for the
convenience of other occupants and tenants therein. Landlord may waive any one or more of these Rules and Regulations for
the benefit of any particular tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations
in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all
tenants of the Project. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them
as a condition of its occupancy of the Premises.
Attachment A
Attachment A - 30
City of Palo Alto (ID # 11641)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 12/14/2020
City of Palo Alto Page 1
Summary Title: Declaration of Weeds a Nuisance
Title: Adoption of a Resolution Declaring Weeds to be a Public Nuisance and
Setting January 11, 2021 for a Public Hearing for Objections to the Proposed
Weed Abatement
From: City Manager
Lead Department: Fire
Recommendation
Staff recommends that Council adopt the attached resolution:
1) Declaring weeds to be a public nuisance;
2) Setting January 11, 2021 for a public hearing on objections to proposed weed
abatement; and
3) Directing staff to publish a notice of hearing in accordance with the provisions of the
Palo Alto Municipal Code.
Background
On April 18, 1977, the City Council approved an agreement with Santa Clara County for the
administration of weed abatement within the City of Palo Alto. This agreement has reduced
the City’s costs and staff time required for administration of weed abatement. For the past 42
seasons, the weed abatement program has been expeditiously carried out by the County
Department of Agriculture and Resource Management with results satisfactory to Palo Alto
residents.
Discussion
Palo Alto Municipal Code Chapter 8.08 specifies weed abatement procedures. The chapter
requires property owners or occupants to remove certain weeds, as defined in Section 8.08.010
that exist upon their premises, public sidewalks, streets or alleys. It also specifies the
procedures to be followed to abate weeds, in the event owners do not remove them. The
procedures are as follows:
City of Palo Alto Page 2
- Resolution of the City Council declaring weeds to be a public nuisance. This
resolution sets the time and place for hearing any objections to the proposed
weed abatement.
- Public Notice. This notice informs property owners of the passage of the
resolution and provides that property owners shall remove weeds from their
property, or the abatement will be carried out by Santa Clara County
(County). The City then publishes a legal advertisement in the local
newspaper announcing the date of the public hearing.
- Public Hearing. The Council must conduct a public hearing, at which time any
property owner may appear and object to the proposed weed destruction or
removal. After the City Council hearing and considering any objections the
Council may allow or overrule any or all objections. If objections are
overruled, the County will be asked to perform the work of destruction and
removal of weeds. The action taken by the Council at the December 14,
2020 meeting will set this public hearing date for January 11, 2021.
An overview of the program and annual calendar for the steps involving City Council action is
provided in Attachment B.
Resource Impact
There is no direct fiscal impact of this action to the City. The City of Palo Alto administers the
weed abatement program with the County Department of Agriculture and Resource
Management with a minimal amount of staff time. All charges for the weed abatement
services are included as a special assessment on bills for taxes levied against the respective lots
and parcels of land. Such charges are considered liens on these properties.
The Weed Abatement Program is a cost recovery program and does not receive funding from
City or County general funds.
Policy Implications
This procedure is consistent with existing City policies.
Environmental Review
The Santa Clara County Counsel has determined the Weed Abatement Program to be
Categorically Exempt from CEQA pursuant to CEQA Guidelines Section 15308.
Attachments:
• Attachment A: Resolution
• Attachment B: CPA Weed Abatement 3.0
NOT YET APPROVED
1
0160031_20201118_ay_16
Resolution No.
Resolution of Intention of the Council of the City of Palo Alto
Declaring Weeds to be a Nuisance and Setting January 11, 2021 for a
Public Hearing for Objections to Proposed Weed Abatement
R E C I T A L S
A. Weeds, as defined in Section 8.08.010(b) of the Palo Alto Municipal Code, are
anticipated to develop during calendar year 2021 upon streets, alleys, sidewalks, and parcels
of private property within the City of Palo Alto sufficient to constitute a public nuisance as a
fire menace when dry or are otherwise combustible, or otherwise to constitute a menace to
the public health as noxious or dangerous.
NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as follows:
SECTION 1. Weeds, as defined in Section 8.08.010(b) of the Palo Alto Municipal
Code, which are anticipated to develop during calendar year 2021 upon streets, alleys, sidewalks,
and parcels of private property within the City of Palo Alto, are hereby found and determined to
constitute a public nuisance. Such nuisance is anticipated to exist upon some of the streets,
alleys, sidewalks, and parcels of private property within the City, which are shown, described,
and delineated on the several maps of the properties in said City which are recorded in the
Office of the County Recorder of the County of Santa Clara, reference in each instance for the
description of any particular street, alley, or parcel of private property being hereby made to the
several maps aforesaid, and, in the event of there being several subdivision maps on which the
same lots are shown, reference is hereby made to the latest subdivision map.
SECTION 2. THEREFORE, IT IS ORDERED that the said public nuisance be abated in
the manner provided by Chapter 8.08 of the Palo Alto Municipal Code:
IT IS FURTHER ORDERED that a public hearing shall be held on the 11th day of
January, 2021, at the hour of 5:00 pm, or as soon thereafter as the matter may be heard, at
the Council Chambers of the Civic Center of said City, at which the Council shall hear
objections to the proposed weed abatement of such weeds and give any objections due
consideration;
IT IS FURTHER ORDERED that the Fire Chief of the City of Palo Alto is directed to
give notice of the public hearing in the time, manner and form provided in Chapter 8.08 of the
Palo Alto Municipal Code.
SECTION 3. Unless the nuisance is abated without delay by the destruction and
removal of such weeds, the work of abating such nuisance will be done by the County of Santa
Clara Department of Agriculture and Resource Management Office on behalf of the City of Palo
Alto, and the expenses thereof assessed upon the lots and lands from which, and/or in the
front and rear of which, such weeds shall have been destroyed and removed.
NOT YET APPROVED
2
0160031_20201118_ay_16
SECTION 4. The City Council of Palo Alto adopts the determination of Santa Clara
County, as the lead agency, that the Weed Abatement Program is categorically exempt from
the provisions of the California Environmental Quality Act (“CEQA”) pursuant to CEQA
Guidelines section 15308.
INTRODUCED:
PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
Assistant City Attorney City Manager
Fire Chief
Director of Administrative Services
City of Palo Alto Weed Abatement
The City of Palo Alto contracts with the Santa Clara County Department of Agriculture and
Environmental Management (SCCDAEM) to remove and destroy weeds in its efforts to mitigate
potential fire hazards (as defined in Palo Alto Municipal Code Chapter 8.08). The entire weed
abatement program is coordinated by the SCCDAEM. Abatement proceedings must follow a
legally established course. This is an annual process with weed abatement occurring in late
Spring. City of Palo Alto involvement is limited to the following 3 steps for City Council:
1)(Nov-Dec) City of Palo Alto Declares Weeds a Nuisance to allow for County abatement
and sets a later date (Jan-Feb) for a public hearing to review the Annual
Commencement Report (list of” nuisance” parcels).
2)(Jan-Feb) Public Hearing to review the Annual Commencement Report and approve the
County abatement proceedings. At this public hearing, property owners may appear and
object to the proposed weed destruction or removal. After the hearing and
consideration of any objections, the Council may sustain or overrule any or all
objections. Upon adoption of the resolution confirming the weed abatement
commencement report and ordering weed nuisances abated, the County will be asked
to perform the abatement work to destroy and remove any weeds.
3)(June) Public Hearing to approve the invoices for the abatement work performed by the
SCCDAEM.
The Santa Clara County Weed Abatement Program
The Santa Clara County Department of Agriculture and Environmental Management and the
City of Palo Alto work together to protect our community from fire. The purpose of the Weed
Abatement Program is to prevent fire hazards posed by vegetative overgrowth and the
accumulation of combustible materials.
Typically, a property is placed on the program list by a County Weed Abatement Inspector who
identifies a potential fire hazard on the property. The Palo Alto Fire Department (PAFD) & Code
Enforcement also report addresses of concern and forward (verified) complaints from residents
to the SCCDAEM. Residents can report addresses of concern to PAFD, code enforcement, or
directly to the County Weed Abatement Program.
Santa Clara County program staff annually inspect “nuisance” parcels at the beginning of the fire
season, which is typically April 30th for CPA parcels.
The Weed Abatement program is entirely funded from fees charged to residents. All parcels on
the list will be charged a basic inspection fee. If the parcel is not in compliance at the time of
inspection, the property owner will be charged an additional failed inspection fee, and they will
receive a final courtesy notice as a reminder to abate their weeds within 2 weeks.
If the weeds are not abated by the property owner, the work will be completed by the County
contractor. The property owner will pay the contractor’s fees plus a County administrative fee.
All fees will be included in their property tax bill.
Attachment B
Properties that meet and maintain the minimum fire safety standards will only be charged for
the annual fee. These properties will be removed from the list after three years of compliance.
City of Palo Alto (ID # 11685)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 12/14/2020
City of Palo Alto Page 1
Summary Title: Contract Amendment Number 4 with Advanced Control
Systems
Title: Approval of Amendment Number 4 to Contract Number S16161922
With Advanced Control Systems, Inc, for Maintenance and Support of the
City's Supervisory Control and Data Acquisition (SCADA) System, to Extend
the Contract for Five Additional Years (for a Ten-year Term) and to Increase
Compensation by $372,064, Which Includes a ten Percent Contingency for
Additional Services, for a new Total Not-to-Exceed $672,794
From: City Manager
Lead Department: IT Department
Recommendation
Staff recommends that Council approve and authorize the City Manager or designee to execute
contract amendment number four to contract S16161922 with Automated Control Systems,
Inc. (ACS), for ongoing maintenance and support of the City’s Supervisory Control and Data
Acquisition (SCADA) system, in order to extend the term by five (5) additional years, bringing
the total term to ten (10) years, and increase the compensation by $372,064, which includes a
ten percent Additional Services contingency of $33,824, for a new total compensation amount
not to exceed $672,794.
Background
City of Palo Alto Utilities (CPAU) uses a Supervisory Control and Data Acquisition (SCADA)
system to monitor and control the City’s electric, water, and gas substations. Maintaining a
streamlined and highly available SCADA system is essential to providing safe and reliable
utilities to City of Palo Alto residents and customers. Advanced Control Systems, Inc. (ACS) is
the provider of the SCADA equipment since the original system was installed in 1997. The City
uses only compatible equipment/software when it upgrades and adds on to the system, which
only ACS can provide, as it is a proprietary system. Past efforts to integrate third-party
equipment, such as third-party remote terminal units (RTUs) and spreadsheet software, proved
to be much more costly and never fully met the intended need.
The SCADA system consists of a set of main servers, replicating servers and nodes, connecting
City of Palo Alto Page 2
devices, field units, periphery management systems, communication bridges, switches, memory
arrays, security and backup servers, operator consoles, databases, and software. ACS provides
this equipment and supporting software including the services to implement properly. CPAU
has a replacement program to replace/upgrade the SCADA system equipment, including
servers, RTUs, etc., at the Utility Control Center (UCC) and also at its substations. All devices and
software are covered by the ACS annual support subscription.
Contract S16161922 was executed with ACS on December 1, 2015, for a three-year term and
then amended to correct an error in the listing of the annual and total cost (Amendment 1). On
December 8, 2017, the contract was amended to extend the term and compensation by two
additional years (Amendment 2). A third amendment dated January 24, 2019, added two
security documents to the contract, the Information Privacy Policy and the Software as a
Service Security and Privacy Terms and Conditions (Amendment 3). The links to all of the signed
contract documents can be found in Attachment A. This contract was originally exempted from
competitive solicitation in 2015, PAMC 2.30.360 (b)(2).
Discussion
This SCADA system communicates to the intelligent field devices using a communication system
mostly via fiber optics, logic controllers, and RTUs. This system is integral to the secure
operation of these three electric, water, and gas utilities.
Although an industry standard, this ACS SCADA system is complex. It requires regular updates,
much like Microsoft updates to office computing systems. It requires detailed technical support
to ensure it is available and reliable at all times. In addition, as staff incorporates changes,
additions, and deletions to this ever-evolving system, the impacts need to be assessed and
planned for carefully. All updates to the operating system (OS) must be tested and compatible
with the ACS SCADA system. Only ACS can perform these tests and updates. It poses a
significant risk to invite a third-party integrator into the City’s SCADA system, given that any
glitches can cause power outages, water/gas shutting off, and wrong telemetry/status readings.
ACS is an expert in its systems and provides support so staff can achieve success. Although staff
is very capable, and they remain in regular communication with the ACS support line. This need
is especially magnified today in the age of cyber-terrorism. That said, staff have been
aggressively increasing the level of security and access features the past several years, which
adds additional levels of complexity. ACS is the only company that can adequately provide this
full-subscription support service on its proprietary system.
Staff is satisfied with the current system and nonetheless keeps abreast of the marketplace.
Staff will advance a comprehensive procurement if the system is unable to meet critical
business requirements and/or when it is cost-effective to do so.
City of Palo Alto Page 3
Resource Impact
The funds for the payment of this contract are budgeted in the IT Technology Fund and were
approved during the Fiscal Year 2021 budgeting cycle. Funding for this contract for Fiscal Year
2022 and beyond is subject to annual appropriation of funds.
Stakeholder Engagement
ACS has been providing maintenance and support of the City’s SCADA system since 1997 and is
the only vendor to provide support of its proprietary system.
Environmental Review
Approval of these contracts do not constitute a project under the California Environmental
Quality Act (CEQA); therefore, no Environmental Assessment is required.
Attachments:
• Attachment A: Contract Documents for Advanced Control Systems - S16161922
Attachment A: Contract Documents for Advanced Control Systems – S16161922 (CMR 11685)
• S16161922 – Original Contract
• S16161922 – Amendment #1
• S16161922 – Amendment #2
• S16161922 – Amendment #3
• S16161922 – Amendment #4 (signed by vendor)
City of Palo Alto (ID # 11709)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 12/14/2020
City of Palo Alto Page 1
Council Priority: Transportation and Traffic
Summary Title: Agreements with MTC, AC Transit, and Neighboring Cities for
Dumbarton Corridor Transit Improvements
Title: Approval of (1) a Cooperative Agreement With Stakeholder Cities
(including Palo Alto) and AC Transit; and (2) Memorandum of Understanding
With AC Transit, MTC, and Other Partnering Agencies for the Dumbarton
Express Corridor Transit Signal Priority Project
From: City Manager
Lead Department: Transportation Department
Recommendation
Staff recommends that Council approve and authorize the City Manager to enter into the
following inter-agency agreements to contribute staff time to improve transit service along the
Dumbarton Corridor:
1. Cooperative Agreement (Attachments A and B) as a Stakeholder Agency with the Cities
of Fremont, Menlo Park, and Union City, and AC Transit as part of the Dumbarton Bridge
Corridor Transit Travel Time Improvement Project.
2. Memorandum of Understanding (Attachment C) between the City, AC Transit, MTC, and
other Partnering Agencies for the Dumbarton Bridge Corridor Transit Travel Time
Improvement Project (MOU).
Executive Summary
AC Transit currently operates three regional bus routes that connect Palo Alto to the East Bay:
the Dumbarton Express (DB), Dumbarton Express 1 (DB1), and the Stanford U Line. In 2018, AC
Transit, along with the Cities of Palo Alto, Menlo Park, Fremont, and Union City jointly and
successfully applied for a funding grant sponsored by the Metropolitan Transportation
Commission (MTC) for a project to design, construct, and implement transit signal priority along
the Dumbarton Corridor in order to improve transit operations and performance. The
Dumbarton Corridor runs between the Union City BART station and Stanford University,
crossing the Dumbarton Bridge. The recommendation for this project is to enter into a
Cooperative Agreement with the other Stakeholder Agencies and into an MOU with AC Transit.
The Cooperative Agreement is for fifteen (15) years and will end in 2035. The MOU is for eight
City of Palo Alto Page 2
(8) years and terminates on January 1, 2028.
The MOU is an agreement between AC Transit and each of the partnering agencies that we are
committed to working together to improve the management and operation of the corridor’s
transportation and transit system. It is not a binding agreement, but a guide for the goals,
policies, and procedures of the project corridor. The Cooperative Agreement provides approval
to support and cooperatively participate in AC Transit’s design, administration, construction,
and operation and maintenance of the Project. Both of these agreements do not constitute
approval of the Project, but a commitment to participate in good faith with the development
and implementation process.
Within Palo Alto, the project consists of transit priority related hardware at twelve (12)
signalized intersections, removal/consolidation of two (2) Dumbarton Corridor stops (stops
remain for local bus service), and minor bus stop improvements at three (3) bus stops along
Lytton Avenue at Kipling Street and at Ramona Street. Transit signal priority would be
implemented on Lytton Avenue, High Street between Lytton Avenue and University Avenue,
and University Avenue between High Street and Stanford University.
Background
The Dumbarton Express Transit Corridor provides bus service connecting the East Bay to Palo
Alto, the Mid-Peninsula, and the Caltrain Corridor. The Dumbarton Express Bus runs between
the Union City Bay Area Rapid Transit (BART) station in Union City and terminates on Palm Drive
in Stanford University. The line provides a major connection between the East Bay and
University Avenue Caltrain Station in Palo Alto and to the Peninsula. The line generally runs
along Decoto Road and Meyers Drive in Union City, California State Route 84 (Dumbarton
Bridge) through East Palo Alto, Willow Road in Menlo Park, Middlefield Road, Lytton Avenue,
High Street, and University Avenue/Palm Drive in Palo Alto and Stanford. A diagram showing
the project limits along the existing bus route are shown in Attachment B
Discussion
The Dumbarton Express Corridor is an existing, regional bus line service operated by AC Transit.
Transit signal priority is a traffic signal operational strategy that involves adjusting traffic signal
parameters in real-time to reduce transit travel time and to improve on-time performance. The
Cooperative Agreement serves as an agreement between each of stakeholder agencies as a
commitment to support and provide staff time for the delivery of the project. The
Memorandum of Understanding is an agreement with AC Transit to improve the management
and operations of the corridor’s transportation and transit systems.
As part of this project, the City of Palo Alto will be required to incorporate transit signal priority
hardware and software into its existing traffic signal operations system. Bus GPS hardware will
be incorporated into the traffic signal equipment at each signalized intersection along the
Project corridor, and software will be incorporated into the City’s centralized traffic signal
management software. With transit signal priority, when a bus is behind schedule, a traffic
City of Palo Alto Page 3
signal using GPS real-time information may adjust (extend) a green phase by a few seconds to
help a bus make it through a green light, whereas, without signal priority, the bus would have
had to stop at a red light. In general, this operation is intended to benefit buses that are behind
schedule and not for buses that are on time or ahead of schedule.
Concurrently, the City is piloting Emergency.Now, an emergency vehicle traffic signal
preemption system software. Emergency.Now will be part of the City’s traffic management
software package by CUBIC/Trafficware. This is a signal preemption feature that allows for
adjustment to twenty-five (25) City intersections along the route of an emergency vehicle to
reduce the impact of traffic on the travel time of emergency response vehicles. Both transit
signal priority and Emergency.Now are designed to complement each other through an
algorithm that prioritizes emergency vehicles above bus service.
Project benefits include:
• More reliable and efficient transit service within the existing transportation network by
optimizing the use of existing roadway capacity;
• Reduced transit travel time;
• Improved safety and operation of transit; and
• Improved air quality associated with reduced traffic congestion.
In addition to the traffic signal hardware equipment required for the transit signal priority
system, minor bus stop improvements include modification of bus loading areas and/or
relocation of bus stop locations at three (3) stop locations in Palo Alto on Lytton Avenue. These
improvements consist of relocating a bus stop from the near side to the far side, improvements
to the loading area (modifying planter strip), and potential relocation of on-street parking
(swap with relocated bus stops). Other agencies along the corridor such as the Cities of
Fremont and Menlo Park are anticipating larger-scale improvement to their roadway
geometrics and travel lane designations. Physical changes within Palo Alto are expected to be
minimal and limited to minor bus stop improvements due to limited right-of-way and room for
changes along the project route.
AC Transit is in receipt of federal and local funds necessary to implement this project that is
estimated to total approximately $15.7 million. All signal hardware equipment implementation
and bus stop improvements costs are the responsibility of AC Transit per the Cooperative
Agreement. The City’s obligation is to provide on-going operation and maintenance of the
traffic signals. The ongoing expenses are estimated to be minimal and will be absorbed by the
Office of Transportation’s operating budget.
Timeline
Immediately after entering the cooperative agreement and memorandum of understanding,
MTC and AC Transit will begin an Invitation for Bid (IFB) to construct and implement the transit
City of Palo Alto Page 4
signal priority project and is looking to begin construction within the current fiscal year.
Resource Impact
The anticipated Dumbarton Bridge Corridor Transit Travel Time Improvement Project costs of
design, construction, and implementation will be covered by grant funding secured and
managed by the project sponsor, AC Transit. Throughout the project, resources required to
operate and maintain the transit priority system within Palo Alto are anticipated to be part of
the regular management of the Citywide Traffic Signal System. The ongoing expenses are
estimated to be minimal and will be absorbed by the Office of Transportation’s operating
budget, subject to annual appropriation by the City Council.
Policy Implications
The City's Comprehensive Plan recommends that alternative transportation modes, sustainable
transportation demand management, technology, bus service, and regional collaboration be
among the City's top priorities. This contract is consistent with the following Comprehensive
Plan goals:
• T-1: Create a sustainable transportation system; that emphasizes walking, bicycling, use
of public transportation and other methods to reduce GHG emission and the use of
single-occupancy motor vehicles.
• T-2: Decrease delay, congestion, and VMT with a priority on our worst intersections and
our peak commute times...
• T-3: Maintain an efficient roadway network for all users.
• T-7: Provide mobility options that allow people who are transit dependent to reach their
destinations.
• T-8: Influence the shape and implementation of regional transportation policies and
technologies to reduce traffic congestion and GHG emissions.
Stakeholder Engagement
This project is anticipated to have negligible noticeable effects on traffic signal operations.
Mailings will be sent by AC Transit to residents and businesses in the vicinity of the bus stop
modifications are anticipated.
Environmental Review
As written, the agreements specify that AC Transit is responsible for conducting the
environmental review for the project detailed in these agreements.
Attachments:
• Attachment A: Cooperative Agreement Between Stakeholder Cities (including Palo Alto)
and AC Transit
• Attachment B: Exhibits_Dumbarton Bridge Corridor Project Coop Agreement_v2
• Attachment C: MOU for Innovative Deployments to Enhance Arterials (IDEA) between
Palo Alto and other Parterning Agencies
Page 1 of 10
COOPERATIVE AGREEMENT
BETWEEN STAKEHOLDER AGENCIES AND AC TRANSIT FOR DESIGN, CONSTRUCTION,
OPERATIONS AND MAINTENANCE OF THE DUMBARTON BRIDGE CORRIDOR TRANSIT
TRAVEL TIME IMPROVEMENT PROJECT IN FREMONT, UNION CITY, MENLO PARK AND
PALO ALTO, CALIFORNIA
THIS COOPERATIVE AGREEMENT (“Agreement”) is entered into upon full execution, by and
between City of Fremont, City of Menlo Park, City of Palo Alto, and City of Union City
(“STAKEHOLDER AGENCIES” and each “STAKEHOLDER AGENCY”), and the ALAMEDA-
CONTRA COSTA TRANSIT DISTRICT (“AC TRANSIT”), a special transit district established
pursuant to California Public Utilities Code, Section 24501 et seq. The STAKEHOLDER AGENCIES,
and AC TRANSIT may be referred to collectively as “PARTIES, or each individually as a “PARTY”.
RECITALS
A. STAKEHOLDER AGENCIES AND AC TRANSIT, in cooperation with other local, state and
federal agencies desire to construct transit-friendly roadway improvements and traffic
signalization improvements along Decoto Road in the City of Union City and City of Fremont,
Willow Road in the City of Menlo Park and City of Palo Alto and Middlefield Road, Lytton
Avenue and University Avenue in the City of Palo Alto as specified in the attached Exhibits A
and B, which are incorporated by reference herein (“PROJECT”). The primary purpose of the
PROJECT is to improve transit operations and pedestrian access to transit.
B. AC TRANSIT represents that it has federal and regional funds committed and available for the
implementation of the PROJECT.
C. STAKEHOLDER AGENCIES represent that they are ready and able to provide the staff time
required to support delivery of the PROJECT.
D. AC TRANSIT represents that it will complete the design of the PROJECT and administer the
construction of the PROJECT upon the approval and with the support of STAKEHOLDER
AGENCY staff.
E. The PROJECT will be implemented by AC TRANSIT unless otherwise noted. The PROJECT
will improve sidewalks at select bus stops to facilitate pedestrian boarding of buses and upgrade
Americans with Disabilities Act (ADA) ramps at select bus stops along the length of the
PROJECT. The PROJECT will also upgrade traffic signals with Transit Signal Priority (TSP)
technology so that signals can provide transit vehicles an early green phase, or a green phase
extension when needed. Other traffic signal improvements include the installation of bus queue-
jump signals at select intersections.
SECTION I
PROJECT DESIGN, CONSTRUCTION, ADMINISTRATION AND MAINTENANCE
A. STAKEHOLDER AGENCIES AGREE:
1. To cooperate in the review, approval, and support of AC TRANSIT’s design documents, contract
administration, procurement, and to provide resident engineering and inspection during
construction, administration services, and any additional reasonable support needed for
PROJECT completion.
2. To operate and maintain as installed and be responsible for the operation and maintenance of the
elements installed as part of the PROJECT as identified in Exhibit B.
3. To cooperate in AC TRANSIT’s installation of the proposed existing and new bus stops that are
part of the PROJECT. Such cooperation shall include designating the identified bus stop areas for
use solely by public transit vehicles through the use of regulatory signs, pavement markings, and
Report 11709 - Attachment A
Page 2 of 10 v2
red-painted curb. The PROJECT will not change ownership or maintenance responsibilities of the
existing and new bus stops. AC TRANSIT maintains bus poles. STAKEHOLDER AGENCIES
maintain sidewalks and curb. Existing shelters, benches, and trash receptacles, if any, are
maintained by STAKEHOLDER AGENCIES or a third party through a contract with
STAKEHOLDER AGENCIES. STAKEHOLDER AGENCIES agree to grant an encroachment
permit (including all necessary indemnification and insurance) authorizing AC TRANSIT or its
contractor to perform all construction activities required by the PROJECT within the
STAKEHOLDER AGENCY right -of-way.
B. AC TRANSIT AGREES:
1. To be responsible for planning, designing, engineering, constructing, testing, and implementing
the PROJECT and to cooperate with STAKEHOLDER AGENCIES and their staff, agents, in
planning, designing, engineering, constructing, testing, and implementing the PROJECT,
including, but not limited to, the procurement of equipment and software in a manner that allows
STAKEHOLDER AGENCIES to utilize, operate, and maintain such equipment and software,
including, among other things, rights to utilize support services and enforce warranties.
2. To, at its own expense, handle any environmental reviews and develop and implement a public
awareness program to inform the public regarding the PROJECT prior to its implementation.
3. To designate, at its own expense, an AC TRANSIT representative to work with the
STAKEHOLDER AGENCIES in coordinating all aspects of the PROJECT including planning,
engineering, construction, and installation work.
4. To include a provision in any construction or professional service contracts for the PROJECT that
requires the contractor and its subcontractor(s) to defend, indemnify, and hold harmless the
STAKEHOLDER AGENCIES from any claims, lawsuits or judgements arising out of the
contractor’s negligence or willful acts or omissions arising out of its work under said construction
or professional services contracts (with legal counsel reasonably acceptable to the
STAKEHOLDER AGENCIES), to the fullest extent permitted by law.
5. To include a provision in any construction or professional service contracts for the PROJECT
requiring any contractor to name STAKEHOLDER AGENCIES as an additional insured with
endorsements and certifications as to work performed under the construction or professional
service contracts.
6. To operate and maintain (replace, as needed) all TSP equipment deployed by the PROJECT
within the STAKEHOLDER AGENCY right -of-way.
AC TRANSIT will provide necessary equipment and support to maintain TSP system, and all associated
cables and equipment for the duration of this Agreement.
SECTION II
MISCELLANEOUS PROVISIONS
THE PARTIES MUTUALLY AGREE:
1. To cooperate, under the terms of this Agreement, in the support, review, and approval of the
design, procurement, construction and implementation of the PROJECT.
2. Upon completing and accepting all work on the PROJECT under this Agreement, ownership and
title to the materials, equipment and appurtenances will be as provided in Exhibit B, and
ownership (If acceptable to STAKEHOLDER AGENCY and provided all warrantees and
assurance have been passed on) will automatically vest in each STAKEHOLDER AGENCY for
those facilities identified as owned by each STAKEHOLDER AGENCY in Exhibit B. No further
Page 3 of 10 v2
agreement will be necessary to transfer ownership as hereinbefore stated. Each STAKEHOLDER
AGENCY will be the sole owner and will be responsible for operation and maintenance of the
traffic signal and communications equipment as provided in Exhibit B. However, if the
equipment listed in Exhibit B requires replacement or upgrade, AC TRANSIT will be responsible
for the upgrade or replacement.
3. The parties shall each observe and comply with all applicable laws, ordinances, codes and
regulations of governmental agencies, including federal, state, municipal, and local governing
bodies having jurisdiction over the scope of the PROJECT or any part thereof, including, but not
limited to, all laws and regulations regarding public works projects, the provisions of the
California Occupational Safety and Health Act, and all federal, state, municipal, and local safety
regulations.
4. Nothing in the provisions of this Agreement is intended to create duties or obligations to or rights
in third parties, or affect the legal liability of either party to the Agreement by imposing any
standard of care with respect to the development, design, construction, operation, improvement or
maintenance of State highways and public facilities different or greater than the standard of care
imposed by law.
5. Neither AC TRANSIT, nor its directors, officers and employees, shall be responsible for any
damage, loss, expense, costs or liability occurring by any act or omission by STAKEHOLDER
AGENCIES under or in connection with any work, authority or jurisdiction delegated to
STAKEHOLDER AGENCIES under this Agreement. It is understood and agreed that, pursuant
to Government Code Section 895.4, each STAKEHOLDER AGENCY shall fully defend,
indemnify and save harmless AC TRANSIT, and its directors, officers and employees from all
claims, suits or actions of every name, kind and description brought for or on account of injury
(as defined in Government Code Section 810.8) occurring by reason of any act or omission by the
STAKEHOLDER AGENCY under or in connection with any work, authority or jurisdiction
delegated to the STAKEHOLDER AGENCY under this Agreement, except those arising by
reason of the sole negligence or willful misconduct of AC TRANSIT, its directors, its officers, or
its employees.
6. Neither STAKEHOLDER AGENCIES, nor their officers, employees and agents, shall be
responsible for any damage, loss, expense, costs or liability occurring by reason of any act or
omission by AC TRANSIT under or in connection with any work, authority or jurisdiction
delegated to AC TRANSIT under this Agreement. It is understood and agreed that, pursuant to
Government Code Section 895.4, AC TRANSIT shall fully defend, indemnify and save harmless
the STAKEHOLDER AGENCIES, and their officers and employees from all claims, suits or
actions of every name, kind and description brought for or on account of injury (as defined in
Government Code Section 810.8) occurring by reason of act or omission by AC TRANSIT under
or in connection with any work, authority or jurisdiction delegated to AC TRANSIT under this
Agreement, except those arising by reason of the sole negligence or willful misconduct of
STAKEHOLDER AGENCIES, their officers, or their employees.
7. In the event a STAKEHOLDER AGENCY installs a new signal on a segment that is part of the
PROJECT during the term of this Agreement, each such STAKEHOLDER AGENCY is
responsible for integrating the new signal with the PROJECT.
8. Except for the obligations for indemnification and dispute resolution, which shall survive
termination of this Agreement, obligations under this Agreement will be in effect for 15 years
from the date it is fully executed.
9. The parties shall work together in the spirit of good faith and cooperation to successfully
implement this Project and Agreement. To the extent there are disagreements between the
STAKEHOLDER AGENCIES and AC TRANSIT, those disagreements shall immediately be
raised between the parties. Prior to initiating any legal action, the parties hereto agree to meet in
good faith to attempt to resolve any dispute through a mediation process conducted by an
impartial third party. The parties shall jointly select and engage the efforts of a mediator to help
Page 4 of 10 v2
resolve the dispute. The parties shall share the costs of the mediator equally. If the issue still
remains unsolved, either party may bring a legal action seeking resolution of the disagreement.
However, any and all legal actions may only be brought if the preceding mediation process has
been satisfied.
10. In the event a good faith dispute cannot be resolved through the mediation process described in
Section II.10 of this Agreement, either the STAKEHOLDER AGENCIES or AC TRANSIT may
terminate this Agreement upon 60 days’ prior written notice to the other party. If a
STAKEHOLDER AGENCY desires to terminate this Agreement under this provision, such
written notice shall be sent by U.S. Postal Service certified mail to: General Manager, AC
Transit, 1600 Franklin Street, Oakland, CA 94612. If AC TRANSIT desires to terminate this
Agreement under this provision, such written notice shall be sent by U.S. Postal Service certified
mail to STAKEHOLDER AGENCY general management address. The termination shall be
effective only as to the individual STAKEHOLDER AGENCY providing or receiving the
termination notice; the Agreement shall remain in effect as to all other STAKEHOLDER
AGENCIES.
11. In the event that this Agreement is terminated by either party before the PROJECT has been
completed, AC TRANSIT shall pay only those reasonable costs incurred by the
STAKEHOLDER AGENCY for work that could not have been suspended at the time of the
notice of termination. AC TRANSIT will reimburse the STAKEHOLDER AGENCY for eligible
costs incurred following termination that reasonably were incurred at the time of termination and
such additional eligible costs necessary to bring any portion of the outstanding work to a
reasonable point of completion following the notice of termination. If there is any question
regarding the work to be completed, the parties will discuss the outstanding work and concur on
the stage at which the incomplete work will end following the receipt of the notice of termination.
12. If any term or provision of this Agreement, or the application of any term or provision of this
Agreement to a particular situation, shall be finally found to be void, invalid, illegal or
unenforceable by a court of competent jurisdiction, then notwithstanding such determination,
such term or provision shall remain in force and effect to the extent allowed by such ruling and all
other terms and provisions of this Agreement or the application of this Agreement to other
situations shall remain in full force and effect. Notwithstanding the foregoing, if any term or
provision of this Agreement or the application of such material term or condition to a particular
situation is finally found to be void, invalid, illegal or unenforceable by a court of competent
jurisdiction, then the parties hereto agree to work in good faith and fully cooperate with each
other to amend this Agreement to carry out its intent.
13. This Agreement and all work performed thereunder shall be interpreted under and pursuant to the
laws of the State of California. The parties agree that the jurisdiction and venue of any dispute
arising under this agreement shall be the Superior Court of Alameda County.
14. Neither party may assign or delegate any of its rights or obligations hereunder without first
obtaining the written consent of the other.
15. This Agreement shall commence as of the date signed by all the parties and shall continue in
effect until the parties reach a mutually agreeable date for termination of the Agreement after all
work required by this Agreement has been completed or 15 years from the date it is fully
executed, whichever comes first.
16. All of the terms, provisions and conditions of this Agreement, shall be binding upon and inure the
parties hereto and their respective successors, assigns and legal representatives.
17. By signing this Agreement, STAKEHOLDER AGENCIES and AC TRANSIT covenant that each
presently has no interest, direct or indirect, which would conflict in any manner or degree with
the performance of the services called for by this Agreement. STAKEHOLDER AGENCIES and
AC TRANSIT further covenant that in the performance of this Agreement no person having any
such interest shall be employed by the STAKEHOLDER AGENCY.
Page 5 of 10 v2
18. This Agreement represents the entire agreement of the parties with respect to the subject matter
hereof, and all such agreements entered into prior hereto are revoked and superseded by this
Agreement, and no representations, warranties, inducements or oral agreements have been made
by any of the parties except as expressly set forth herein, or in other contemporaneous written
agreements. This Agreement may not be changed, modified, or rescinded except in writing,
signed by all parties hereto, and any attempt at oral modification of this Agreement shall be void
and of no effect.
19. This Agreement may be executed in any number of original counterpart signature pages, and each
counterpart signature page shall be attached to and incorporated in the original agreement.
20. By signing this Agreement, each signatory warrants and represents that he/she executed this
Agreement in his/her authorized capacity and that by his/her signature on this Agreement, he/she
or, if acting on behalf of an entity, the entity upon behalf of which he/she acted, executed this
Agreement.
Page 6 of 10 v2
Signed by:
AC Transit Date
__________________________ ___________
Michael Hursh
General Manager
Approved as to form and content:
__________________________ ___________
Jill A. Sprague
General Counsel for AC Transit
Page 7 of 10 v2
City of Fremont Date
__________________________ ___________
Name
Title
Page 8 of 10 v2
City of Menlo Park Date
__________________________ ___________
Name
Title
Page 9 of 10 v2
City of Palo Alto Date
__________________________ ___________
Ed Shikada
City Manager
Page 10 of 10 v2
City of Union City Date
__________________________ ___________
Name
Title
Report 11709 - Attachment B
COOPERATIVE AGREEMENTBETWEEN THE STAKEHOLDER AGENCY AND AC TRANSIT FOR DESIGN, CONSTRUCTION, OPERATIONS AND MAINTENANCE OF THE
DUMBARTON BRIDGE CORRIDOR TRAVEL TIME IMPROVEMENT PROJECT
Exhibit A: Project Location
COOPERATIVE AGREEMENT
Exhibit B
NO.LOCATION OWNED
MAINTAINED
(IF DIFFERENT
FROM OWNED)Controller TSP (1)Queue Jump (2)
1 Decoto Rd & Meyers Dr Union City --GTT GPS Equipment -
2 Decoto Rd & Alvarado-Niles Rd Union City --GTT GPS Equipment -
3 Decoto Rd & Perry Rd Union City --GTT GPS Equipment -
4 Decoto Rd & Royal Ann Dr Union City --GTT GPS Equipment -
5 Decoto Rd & Paseo Padre Pkwy Fremont -Type 2070 Controller GTT GPS Equipment
Signal Heads/
Pavement Loops
6 Decoto Rd & Fremont Blvd Fremont -Type 2070 Controller GTT GPS Equipment Signal Heads
7 Decoto Rd & Ozark River Way Fremont -Type M60 Controller GTT GPS Equipment -
8 Decoto Rd & Cabrillo Dr Fremont -Type 2070 Controller GTT GPS Equipment -
9 Ardenwood Blvd & Ardenwood Terrace Fremont -Type M60 Controller GTT GPS Equipment -
10 Decoto Rd & I-880 NB Ramp Caltrans --GTT GPS Equipment
Signal Heads/
Pavement Loops
11 Decoto Rd & I-880 SB Ramp Caltrans --GTT GPS Equipment -
12 Ardenwood Blvd & SR-84 EB and WB Ramps Caltrans --GTT GPS Equipment -
13 University Ave & Bayfront Expy Caltrans ----
14 Willow Rd & Bayfront Expy Caltrans --GTT GPS Equipment -
15 Willow Rd & Hamilton Ave Caltrans --GTT GPS Equipment -
16 Willow Rd & Ivy Dr Caltrans --GTT GPS Equipment -
17 Willow Rd & O'Brien Dr Caltrans --GTT GPS Equipment -
18 Willow Rd & Newbridge St Caltrans --GTT GPS Equipment -
19 Willow Rd & Bay Rd Caltrans --GTT GPS Equipment -
20 Willow Rd & US 101 NB Off Ramp Caltrans ----
21 Willow Rd & US 101 SB Off Ramp Caltrans ----
22 Willow Rd & Durham St Menlo Park --GTT GPS Equipment -
23 Willow Rd & Coleman Ave Menlo Park ----
24 Willow Rd & Gilber Ave Menlo Park ----
25 Willow Rd & Middlefield Rd Menlo Park --GTT GPS Equipment -
26 Middlefield Rd & Lytton Ave Palo Alto --GTT GPS Equipment -
27 Middlefield Rd & University Ave Palo Alto --GTT GPS Equipment -
BETWEEN THE STAKEHOLDER AGENCIES AND AC TRANSIT FOR DESIGN, CONSTRUCTION, OPERATIONS AND MAINTENANCE OF
THE DUMBARTON BRIDGE CORRIDOR TRAVEL TIME IMPROVEMENT PROJECT
Page 1 of 2
COOPERATIVE AGREEMENT
Exhibit B
NO.LOCATION OWNED
MAINTAINED
(IF DIFFERENT
FROM OWNED)Controller TSP (1)Queue Jump (2)
BETWEEN THE STAKEHOLDER AGENCIES AND AC TRANSIT FOR DESIGN, CONSTRUCTION, OPERATIONS AND MAINTENANCE OF
THE DUMBARTON BRIDGE CORRIDOR TRAVEL TIME IMPROVEMENT PROJECT
28 Lytton Ave & Webster St Palo Alto --GTT GPS Equipment -
29 Lytton Ave & Cowper St Palo Alto --GTT GPS Equipment -
30 Lytton Ave & Waverly St Palo Alto --GTT GPS Equipment -
31 Lytton Ave & Florence Ave Palo Alto --GTT GPS Equipment -
32 Lytton Ave & Bryant St Palo Alto --GTT GPS Equipment -
33 Lytton Ave & Ramona St Palo Alto --GTT GPS Equipment -
34 Lytton Ave & Emerson St Palo Alto --GTT GPS Equipment -
35 Lytton Ave & High St Palo Alto --GTT GPS Equipment -
36 University Ave & High St Palo Alto --GTT GPS Equipment -
37 University Ave-Palm Dr/El Camino Real Ramps Palo Alto --GTT GPS Equipment -
NOTES:
(1) GTT GPS equipment includes 764 phase selector, GPS radio antenna, cabling, and associated accessories.
(2) Queue jump includes transit signal vehicle heads and pavement loop detection (where needed)
Intersections #10 through #21 are not part of this agreement.
Page 2 of 2
MEMORANDUM OF UNDERSTANDING (MOU)
For
Innovative Deployments to Enhance Arterials (IDEA)
Dumbarton Bridge Corridor Transit Travel Time Improvement
Project
December 3, 2020
Partnering Agencies:
Alameda-Contra Costa Transit District (AC Transit)
City of Palo Alto
City of Union City
City of Fremont
City of Menlo Park
County of Alameda
Stanford University
Facebook
California Department of Transportation (Caltrans) District 4
Metropolitan Transportation Commission (MTC)
Report 11709 – Attachment C
Memorandum of Understanding for 1
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
PREFACE
This Memorandum of Understanding (MOU) is a compilation of the goals, policies, and procedures
intended to be adopted by all parties to facilitate working together in a coordinated manner to enhance
corridor traffic and transit operations on and along Decoto Road, the Dumbarton Bridge, Willow Road,
Middlefield Road, Lytton Avenue, University Avenue, and Palm Drive (Dumbarton Express Line DB),
herein after referred to as the Corridor, in the cities of Union City, Fremont, Menlo Park and Palo Alto.
This MOU will identify the overall roles and responsibilities for the stakeholders during the development
and implementation of the Dumbarton Bridge Corridor Transit Travel Time Improvement Project herein
after referred to as the Project. The following entities are parties to this MOU: Alameda-Contra Costa
Transit District, City of Palo Alto, City of Union City, City of Fremont, City of Menlo Park, County of
Alameda, Stanford University, Facebook, California Department of Transportation (Caltrans) District 4,
and the Metropolitan Transportation Commission (MTC).
The intent of this MOU is to acknowledge the agreement of all partnering agencies to commit to work
cooperatively to improve the management and operation of the Corridor’s transportation and transit
systems. This MOU is not a legally binding contract – it constitutes solely a guide to the intentions and
policies of the partnering agencies for planning purposes. No party shall be entitled to any damages or
injunctive relief as a remedy for breaching this MOU. Commitments providing for the payment of funds,
supporting services, authorization of specific work phases, operations, and maintenance will be
governed by one or more separate agreements.
Terms and definitions are provided in Attachment A.
Memorandum of Understanding for 2
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
Table of Contents
I. PROJECT DESCRIPTION ..............................................................................................................1
II. PURPOSE OF MOU ....................................................................................................................3
III. PROJECT GOALS & OBJECTIVES ..................................................................................................3
IV. RESPONSIBILITIES .....................................................................................................................3
V. OWNERSHIP AND MAINTENANCE ..............................................................................................5
a. Ownership of Project Components ......................................................................................5
b. Disposition of Federally Funded Assets ................................................................................5
c. Ownership of Data ..............................................................................................................5
d. Operational Expenses .........................................................................................................5
VI. PROJECT DELIVERY ....................................................................................................................5
VII. COSTS & FUNDING ....................................................................................................................7
VIII. TERM ........................................................................................................................................7
IX. NEED FOR ADDITIONAL AGREEMENTS .......................................................................................7
Memorandum of Understanding for 1
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
I. PROJECT DESCRIPTION
The Dumbarton Bridge Corridor Transit Travel Time Improvement Project will extend AC Transit’s Transit
Signal Priority (TSP) network across the Dumbarton/SR-84 corridor, install bus queue jump lanes and
include other bus stop enhancements to decrease travel time and improve the reliability of transit
service between the cities of Fremont, Union City, Menlo Park and Palo Alto. The project seeks to
address the rapidly increasing travel demand for high quality transit services across the Dumbarton
Bridge due to significant job growth on the peninsula and housing growth in Alameda County.
The Dumbarton Corridor is approximately 15 miles long and is the major transbay travel corridor
between the East Bay cities of Fremont and Union City and the Peninsula cities of Palo Alto and Menlo
Park. It comprises Decoto Road in Union City and Fremont, Willow Road in Menlo Park, and Middlefield
Road, Lytton Avenue, and University Avenue in Palo Alto. Three AC Transit lines operate over the
Dumbarton Bridge: Dumbarton Express (DB), Dumbarton Express 1 (DB1), and the Stanford U Line,
which offers transbay service from Fremont BART Station to Stanford University. Besides funding a
portion of Line U service, Stanford University also operates Line AE-F along the corridor. There are also a
significant number of private shuttles operating along the corridor.
This Project was developed in partnership with AC Transit, the cities of Union City, Fremont, Menlo Park,
and Palo Alto, the County of Alameda, California Department of Transportation (Caltrans) District 4,
Stanford, Facebook, and the Metropolitan Transportation Commission (MTC). Generally, improvements
will include: Corridor-wide Transit Signal Priority (TSP), signal coordination, relocation of key bus stops
from near side to far side, queue jump signals, and upgrades to traffic signal hardware and software.
The Project includes the following specific elements:
• Purchase of 30 Global Traffic Technologies (GTT) Global Positioning System (GPS) TSP Systems
for buses running along the Dumbarton Corridor.
• Enhancements at 20 bus stops along the Corridor.
• Five (5) queue jump signals to enable buses to bypass congestion at signalized intersections.
• Upgrade of three (3) signalized intersections for TSP communication with DB buses in Union City
• Upgrade of five (5) signalized intersections for TSP communication with DB buses in Fremont
• Upgrade of fifteen (15) signalized intersections for TSP communication with DB buses in Palo
Alto and one signalized intersection under Stanford jurisdiction. The upgraded roadside units
will be compatible with Palo Alto’s existing signal technology and capable of supporting DSRC
(Dedicated Short Range Communications) and other types of Intelligent Transportation Systems
(ITS) in anticipation of future technological upgrades along Palo Alto’s arterials.
• Upgrade of ten (13) signalized intersections for TSP communication with DB buses with Caltrans
right of way (CA-114/Willow Road).
• Upgrade of two (2) signalized intersections for TSP communication with DB buses in Menlo Park
The Project benefits include:
Memorandum of Understanding for 2
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
• More reliable and efficient transit service within the existing transportation network by
optimizing the use of existing roadway capacity;
• Reduced transit travel time;
• Improved safety and operation of transit; and
• Improved air quality associated with reduced traffic congestion.
TSP improvements to the transit schedule will not only benefit DB ridership, but also DB1, AC Transit’s
Line U, AC Transit’s local routes on Decoto Road, and Stanford’s Line A-EF. Should Facebook and
Stanford University decide to equip their buses with TSP emitters and utilize the TSP network, the
shuttle system will be more predictable and encourage shared modes of transportation, decreasing SOV
trips along the DB corridor.
Memorandum of Understanding for 3
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
II. PURPOSE OF MOU
This MOU serves the following purposes:
• Confirm commitment for project support from all partnering agencies;
• Articulate key operations and maintenance (O&M) principles for continuing project
development;
• Outline the framework for multi-agency cooperation, collaboration, and conflict resolution; and
• Clarify ownership, operation, and maintenance in preparation for separate agreements.
III. PROJECT GOALS & OBJECTIVES
The Project strategies pursued herein shall:
1. Reduce overall transit travel time along the Corridor during peak period operation.
2. Enhance trip reliability by providing consistent and predictable travel and layover times on the
Corridor.
3. Cooperatively operate, manage and maintain all elements installed as part of the Project in an
integrated and coordinated manner.
4. Develop and maintain a seamless and coordinated signal timing for the Corridor.
5. Cooperatively identify and address any adverse impacts in a timely fashion.
6. Implement methods to mitigate and respond to adverse impacts.
7. Ensure ongoing communication among partnering agencies for timely review and proactive/
appropriate communication with the public, media, and elected officials.
8. Monitor, evaluate, and report on project performance to ensure compliance with goals and
objectives.
9. Facilitate cooperative activities that ensure sustaining benefits from the Project.
IV. RESPONSIBILITIES
This MOU sets forth the roles and responsibilities of the partnering agencies in the development,
delivery, implementation and operations/maintenance of the Project.
As the Project Sponsor and the lead design agency, AC Transit will be responsible for the following
functions:
1. Project delivery, program administration and management,
2. Grant management,
3. Overall design, engineering, construction, and contract management for the TSP system,
4. Developing a corridor-wide signal timing plan,
5. Promoting efficient and effective system operations and management,
6. Environmental review,
7. Project public outreach and stakeholder coordination,
Memorandum of Understanding for 4
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
8. Developing necessary agreements which will, where appropriate, list agencies as third party
beneficiaries, e.g., as to any warranties. (See matrix on p. 8). AC Transit will assist Caltrans in
developing necessary agreements, as needed,
9. Construction management,
10. Managing the delivery of capital project elements of the program,
11. Providing staff and funding to facilitate proactive management of the Project,
12. Operations and maintenance of all TSP components on AC Transit buses, and
13. Development of operation and maintenance plan for all field TSP components.
General coordination among all partner agencies. Cities of Fremont, Union City, Menlo Park, and Palo
Alto, Alameda County and Caltrans are expected to assume the following responsibilities for the Project:
1. Timely design and engineering review,
2. Timely approval of final design package,
3. Cooperation with all partnering agencies to develop traffic operations strategies to efficiently
and effectively move traffic along the corridor and develop cost-effective signal systems,
4. Participation in corridor-wide timing plan development and timely review of final timing plans,
5. Implementing timing plans and periodically reviewing changes when updates are made within
the agency’s own jurisdiction,
6. Providing for effective Transit Signal Priority (TSP) operations and maintain transit preferential
treatments along the Corridor,
7. Cooperation in the development of Operations and Maintenance plans for all field traffic
systems within the agency’s own jurisdiction,
8. Notifying all participating agencies when service interruptions occur that could affect system
operations,
9. Implementation and maintenance of the Corridor-wide signal timing plan to promote effective
transit and traffic operations,
10. Cooperating in good faith with partner agencies as to issuing timely authorizations needed, such
as encroachment permits for construction, rights of entry, or no-cost license,
11. Granting AC Transit or its contractor all appropriate construction permits and/or encroachment
permits to perform all construction,
12. Providing on-going operations and maintenance activities for equipment deployed by the
Project within the agency’s right-of-way, and
13. Support Construction management and/or inspection, and provide final punch-list signoff for
timely project closeout.
As the funding agency and Program Manager of the Innovative Deployments to Enhance Arterials (IDEA)
program, MTC will be responsible for the following:
1. Overall oversight of IDEA Program,
2. Systems Engineering,
3. General coordination among all partner agencies.
Memorandum of Understanding for 5
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
V. OWNERSHIP AND MAINTENANCE
a. Ownership of Project Components
AC Transit will transfer ownership of all assets constructed, installed or integrated, to the jurisdiction
within respective rights-of-way, or otherwise installed in, or upon such, partnering agency’s real or
personal property. Exceptions include: AC Transit shall be responsible for the ownership, operation,
maintenance and repair of all TSP components on AC Transit buses. AC Transit will develop plans for
long-term operations and maintenance of TSP field equipment within separate jurisdictions.
b. Disposition of Federally Funded Assets
AC Transit is responsible for ensuring “Satisfactory Continuing Control” of assets funded with Federal
Highway Administration (FHWA) dollars. This means in effect that as the primary grantee, AC Transit is
responsible for the assets regardless of possible transfer of ownership. AC Transit must have plans or
agreements for continued operation and maintenance of FHWA funded assets throughout their useful
life, particularly if ownership or oversight is transferred to a different local government agency. It also
means that the assets must continue to be used to benefit public transit operations throughout their
useful life. Any destruction, disposal, significant modifications to, or changes in use of FHWA funded
assets must be reported to AC Transit and the FHWA.
c. Ownership of Data
Each partnering agency will own any and all data collected by components installed within its respective
equipment or located within its respective jurisdiction or rights-of-way. Each partnering agency will
grant all other parties a nonexclusive license to use, reproduce, distribute, display, and create derivative
works based upon such data for any non-commercial governmental function to the extent possible with
the traffic control systems.
d. Operational Expenses
AC Transit will develop Operation and Maintenance agreements between all partnering agencies to
incorporate maintenance of all TSP components into their regularly scheduled maintenance programs.
Each partnering agency’s responsibilities will be defined in the Operations and Maintenance agreements
related to the maintenance, repair, replacement, and operating expenses of any kind associated with
ownership of its respective components after the launch date.
VI. PROJECT DELIVERY
AC Transit will lead overall project delivery, including design, engineering, and construction. MTC will
lead the System Engineering - Concept of Operations Lite Report. All other activities will be led by AC
Transit.
The Project will use a Design-Bid-Build delivery method. The partnering agencies will collaborate with AC
Transit to develop and implement a successful project. Additionally, the partnering agencies will provide
Memorandum of Understanding for 6
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
input at critical stages throughout the Project. The following outline summarizes how the Project will be
fully developed and critical stages when comments will be solicited from the partnering agencies.
Concept of Operations Lite Report: As part of the Systems Engineering process, a report will outline a
brief concept of how the proposed system will operate. A user-oriented operational description will
outline brief operational needs, system overview, operational and support environment, operational
scenarios, and a summary of impacts. The development of this document will be led by MTC through the
project’s Design Engineering consultant and prepared through a close collaboration with the project
partners.
Public Outreach Plan: In coordination with the partnering agencies, AC Transit will develop a
communication plan to solicit input from the public and stakeholders and to disseminate periodic
project information.
Preliminary Engineering: Conceptual plans of all capital improvements will be developed based on input
from the partners. The proposed capital improvements will be presented to the public and elected
officials for their comments and approval.
Environmental Document: This Project requires official federal, state, and environmental approvals as
well as consensus from all the partnering agencies and the public. The Project will prepare supporting
documentation to claim a categorical exemption under the California Environmental Quality Act (CEQA)
and a categorical exclusion under the National Environmental Quality Act (NEPA). The Project meets the
requirements of the categorical exemption and categorical exclusion because the proposed
improvements include only minor alterations to existing roadway and transit features along an existing
bus corridor within existing roadway right-of-way.
Traffic Studies: Traffic studies summarizing existing traffic conditions, proposed alternatives, traffic
forecasts, and modeling results will be prepared as part of the project development process. The
partnering agencies will participate in reviewing, commenting and recommending approval of these
documents.
Design Plans and Bid Package: Once the Preliminary Engineering, Traffic Studies, and Environmental
Documents are completed and fully vetted, the Project will move forward to the design phase. The
design plans will be submitted to the partnering agencies for review and input at the following stages:
65% and 100%. The partnering agencies will provide expeditious review of submittals at each stage in
the Project.
Construction: AC Transit will advertise, award, and administer the construction contract of this Project.
Pre-construction: AC Transit will work with all partnering agencies in final approval of design,
construction, and signal timing. A contractor awarded for construction will obtain encroachment
permits from Union City, Fremont, Menlo Park, Palo Alto, and Caltrans, which will allow construction
within each jurisdictional boundary.
Memorandum of Understanding for 7
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
Evaluation: MTC will be conducting a comprehensive evaluation to assess the impacts/benefits of the
Project, including traffic operations, system operation, and maintenance, and project deployment.
Operations and Maintenance (O&M) Plan: The plan will provide operational scenarios with cost of
operations, maintenance, and management for each agency along the Corridor. This information will
then be used to help develop final agreements with each partnering agency.
All regular operations and maintenance will be in accordance with the Project O&M Plan. The O&M Plan
addresses standard operation policies and procedures for the Project with respect to: day-to-day
operation, coordinated signal timing, transit signal priority, equipment and hardware maintenance,
staffing, data ownership, and any other topics necessary for the ongoing operation and maintenance of
the project components.
The partnering agencies acknowledge the mutual goal of continued operation of the TSP System and will
endeavor to effectuate ongoing and continual operation of the TSP. As such, if a partnering agency feels
the portion of the TSP that is within its jurisdiction is ineffective and not meeting its needs, these issues
must be discussed and resolved before the TSP is disconnected (barring any emergency or safety-related
issues).
VII. COSTS & FUNDING
The MOU is not intended to authorize funding. Commitments providing for the payment of funds or
authorizing specific work phases will be covered by a binding cooperative agreement with each
partnering agency. Upon executing all cooperative agreements, the final design phase of the Project will
be completed. Funding commitments may take into account improvements made by a partnering
agency that directly benefit the Project.
VIII. TERM
This MOU is in effect as of December 1, 2018 and will terminate on January 1, 2028, unless the terms
are modified by the respective participating City Councils or Governing Boards.
IX. NEED FOR ADDITIONAL AGREEMENTS
Various binding agreements are anticipated to be developed and executed to address implementation
of construction phase, and maintenance arrangements, liabilities, or any other legal issues.
Memorandum of Understanding for 8
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
Table 1: Summary of Agreements
Execution
Order Agreement MT
C
AC
T
r
a
n
s
i
t
Ca
l
t
r
a
n
s
Un
i
o
n
C
i
t
y
Fr
e
m
o
n
t
Me
n
l
o
P
a
r
k
Pa
l
o
A
l
t
o
St
a
n
f
o
r
d
Fa
c
e
b
o
o
k
1
MOU - general consensus of
project scope, establish roles and
responsibilities of each agency,
etc.
x x
(lead) x x x x x x x
2
Funding Agreement – establishes
understanding of funding
participation/contribution
x x
(lead) x x
3
Cooperative Agreement -
establishes on-going O&M
responsibilities and cooperative
support throughout project
delivery
x
(lead) x x x x
3a
Operations Agreements
establishes on-going O&M
responsibilities, for Caltrans
intersections, for TSP
x
(assist)
x
(lead)
4
Encroachment Permit
for Caltrans intersections x
(lead) x x x
5
Transfer Agreement - Transfer of
ownership of TSP/Signal
equipment procured by AC Transit
to local agencies
x
(lead) x x x x x
Memorandum of Understanding for 9
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
The following agencies support the Memorandum of Understanding for the Dumbarton Bridge Corridor
Transit Travel Time Improvement Project:
Signed by:
AC Transit Date
__________________________ ___________
Michael Hursh
General Manager
Approved as to form and content:
__________________________ ___________
Denise Standridge
General Counsel for AC Transit
Memorandum of Understanding for 10
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
City of Union City Date
__________________________ ___________
Name
Title
Memorandum of Understanding for 11
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
City of Fremont Date
__________________________ ___________
Name
Title
Memorandum of Understanding for 12
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
City of Menlo Park Date
__________________________ ___________
Name
Title
Memorandum of Understanding for 13
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
City of Palo Alto Date
__________________________ ___________
Name
Title
Memorandum of Understanding for 14
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
Stanford Date
__________________________ ___________
Name
Title
Memorandum of Understanding for 15
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
Facebook Date
__________________________ ___________
Name
Title
Memorandum of Understanding for 16
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
Caltrans District 4 Date
__________________________ ___________
Min Y. Lee
Branch Chief of Traffic Signal System Support
Memorandum of Understanding for 17
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
V. 1
Metropolitan Transportation
Commission Date
__________________________ ___________
Steve Heminger
Executive Director
Memorandum of Understanding for Page 18
Dumbarton Bridge Corridor Transit Travel Time Improvement Project
ATTACHMENT A
GLOSSARY OF TERMS AND DEFINITIONS
AC Transit – Alameda -Contra Costa Transit District
Caltrans – the State of California Department of Transportation, District 4
CEQA – California Environmental Quality Act
Corridor – Hesperian Boulevard, Union City Boulevard, Alvarado Boulevard, Dyer Street, Alvarado-Niles
Road, and Decoto Road
FHWA – Federal Highway Administration
MTC - Metropolitan Transportation Commission
MOU – Memorandum of Understanding
NEPA – National Environmental Protection Act
O&M – Operations and Maintenance
Project –As described in the Project Description section
Partnering Agencies – Agencies participating in this MOU
Transit-oriented Signal Coordination – A traffic operations strategy of synchronizing traffic signal timing
plans to account for transit operations along the corridor a priority over vehicular traffic.
Signal Interconnect – Connecting traffic signals along a corridor using copper, fiber, or wireless media to
enable data transfer and communication.
Signal Timing Plans – Traffic signal operational parameters to program traffic signal controllers.
Transit Signal Priority (TSP) – Equipment installed on transit vehicles and at the signalized intersections
that communicates with the traffic signal to grant an early green or green extension.
CITY OF PALO ALTO OFFICE OF THE CITY CLERK
December 14, 2020
The Honorable City Council
Palo Alto, California
Adoption of a Resolution Declaring the Results of the Consolidated
Municipal Election Held on November 3, 2020
Attached is the Resolution canvassing the results of the November 3, 2020
Consolidated Election. In Palo Alto, 88.53% of those registered to vote
(38,081 of 43,015) cast ballots in the November 3rd election. This
percentage is in line with the rest of the County.
Staff recommends the City Council adopt the attached Resolution certifying
the results of the election.
ATTACHMENTS:
• Attachment A: Draft Election Resolution (DOCX)
• Attachment B: ROV Certification of Election (PDF)
• Attachment C: Palo Alto Final Votes (DOCX)
Department Head: Beth Minor, City Clerk
Page 2
NOT YET APPROVED
Resolution No.
Resolution of The Council of The City of Palo Alto Declaring the Results of
the Consolidated General Election Held on Tuesday, November 3, 2020
R E C I T A L S
A. On November 3 , 2020, a general municipal election was duly held in the City
of Palo Alto pursuant to the provisions of Article III, Section 4 of the Charter of the City of Palo
Alto for the purpose of electing four members to the City Council, each for a full term of four
years expiring December 31, 2024;
SECTION 1. The Council finds and declares that:
(a) A general municipal election was duly and regularly held on November 3,
2020, according to the Charter of the City of Palo Alto, Resolution Number 9901, and the election laws of
the State of California;
(b) The total number of registered voters in the City was 43,015; the total number
of ballots including absentee ballots cast was 38,081 and the total number of votes cast in the City at the
municipal election for the purpose of electing four council members for full terms was 107,518;
(c) The total number of votes given and cast at the municipal election, including
votes cast upon absentee ballots, was as follows for the candidates for City Council for full terms:
PATRICK BURT 14,353 13.35 %
LYDIA KOU 13,424 12.49 %
GREG LIN TANAKA 12,920 12.02 %
GREER STONE 12,005 11.17 %
ED LAUING 11,163 10.38 %
RAVEN MALONE 10,804 10.05 %
STEVEN LEE 10,299 9.58 %
CAROLYN TEMPLETON 9,912 9.22 %
20181129 th 0140196
REBECCA EISENBERG 7,793 7.25 %
AJIT VARMA 4,845 4.51 %
TOTAL 107518
(d) Patrick Burt, Lydia Kou, Greg Lin Tanaka, and Greer Stone being the four
candidates receiving the highest number of votes for the office of Council Member for a full four-year term,
were duly and regularly elected for terms of four years commencing January 1, 2021 to serve as Council
Members of the City of Palo Alto.
SECTION 2. Attached hereto as Exhibit "A" and incorporated herein by this reference
is the statement of the results as required by Section 10264 of the California Elections Code.
INTRODUCED AND PASSED: December 14, 2020
AYES:
NOES:
ABSTENTIONS:
ABSENT:
APPROVED AS TO FORM:
_____________________________
City Attorney
ATTEST: APPROVED:
_____________________________ ___________________________
City Clerk Mayor
City of Palo Alto (ID # 11792)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 12/14/2020
City of Palo Alto Page 1
Summary Title: Contract Approval with TruePoint, LLC for Accela Support
Services
Title: Approval of Contract Number C21179976 With TruePoint Solutions, LLC
in the Amount of $901,683 for Scripting, Reporting, and Other Technical
Support of Services Related to the Construction Permitting System (Accela)
Through December 31, 2024
From: City Manager
Lead Department: Planning and Development Services
Recommendation
Staff recommends that Council approve and authorize the City Manager or his designee to
execute Contract C21179976 with TruePoint Solutions, LLC in the Amount of $901,683 for
Scripting, Reporting, and Other Technical Support of Services Related to the Construction
Permitting System (Accela) from January 1, 2021 through December 31, 2024.
Background
Accela provides the City with capabilities to track, schedule, bill and manage
applications/permits from entitlement to construction to code enforcement. In 2013, the
Development Services Department (DSD) released a Request for Proposals (RFP) for technology
support of the Accela system. TruePoint was the only company to respond and was awarded an
$85,000 contract.
In June 2013 (Staff Report 3775), the contract was amended, adding $72,800 to deploy Accela
mobile applications. In October 2013 (Staff Report 4056) Amendment 2 was approved to
extend the contract three years and to provide $495,000 in additional funding for deployment
and transition support for Accela Citizen Access implementation and other department
initiatives. In October 2015 (Staff Report 6079), Council approved Amendment 3 to add
$290,000 for new activities such as increasing the number of online permits offered, updating
fee calculators in Accela, automating expired permit notifications, enhancing scheduling
capabilities, automating the use & occupancy process, and developing an online plan
review system allowing paperless submittal and review for a select type of permit or
entitlement applications. Together, these enhancements streamlined processes such as the
City of Palo Alto Page 2
ability to access to project schedules, submit, view, pay, or obtain status of permits, and
positioned the City for upgrading to new versions of Accela.
In 2015, the Planning & Community Environment (PCE) Department, prior to the creation of the
PDS, established another contract with TruePoint to add the calculation, invoicing, and
payment of impact fees into Accela. This process provided further accuracy, consistency,
record keeping, and an easily auditable record of impact fees assessed and paid. In 2019, PCE
and DSD merged into the Planning & Development Services Department (PDS). In February of
2020, the new department amended the existing contract to extend the term by six months
through December 30, 2020, with no change to compensation. The term extension was
necessary to ensure TruePoint focused on supporting the implementation of Online Permitting
Services (OPS) and electronic document review (EDR) software, which has allowed the City to
provide services during the County’s Shelter in Place order, due to the COVID 19 pandemic.
Discussion
The TruePoint contract, before City Council for approval, is comprised of two tasks: ongoing
maintenance and implementation of major projects. This contract reflects the City’s ongoing
commitment to streamlining the development/construction internal processes and to improve
the customer service experience. The ongoing maintenance work is to support day to day
operations such as application intake, billing, tracking, project implementation (resulting
inspections, workflow, etc.) and reporting. With approval of this contract, TruePoint will
continue to ensure the Accela system operates optimally and will communicate with other
City/department software. For example, due to the County’s Shelter in Place order, the
department was able to quickly shift all applicant submittals online. TruePoint was instrumental
in making this transition.
The contract also lists a series of major projects that the City would like to implement in coming
years. These include but not limited to, supporting and enhancing the City’s recently launched
Online Permitting Services (OPS) and electronic document review (EDR) software, implementing
Geographic Information Systems (GIS) integration with Accela, supporting the City’s new ‘Open
Forms’ service based website integration with Accela system, expanding and enhancing the
integration of the 311 Customer Relations Management (CRM) system with
Accela, implementing future changes to impact fee and in-lieu fee calculations and adding
additional fees as needed in Accela, code scripting, report writing, utilization of enhanced
features from Accela, continued development of new mobile apps for customers and staff,
and performance activity reporting that can inform decision makers on various metrics, such as
entitlement and permit activity, revenue streams, and staff workloads.
The existing contract ends on December 31, 2020. A Request of Proposal (RFP) was issued for
Accela Support Services on August 13, 2020. The RFP closed for responses on September 10,
2020, resulting in four proposal. Three proposals did not submit all the required information
requested in the RFP and were deemed as nonresponsive. TruePoint's proposal met all of the
RFP requirements and was further evaluated for consideration and award. After staff
City of Palo Alto Page 3
evaluation, of service and cost, TruePoint was selected. TruePoint hourly billable rate is $143.58
held constant through the four-year term. The firm is scheduled to work 25 hours per week for
a total of 1300 hours per year equaling $186,654 per year or $746,616 for the term of the
contract. Exhibit C of the contract details the costs. For the aforementioned major projects and
contingency, the contract will authorize $155,067 thus bringing the total contract authority to
$901,683. The City is not bound to fully utilize the contract and use of the contract will be based
upon City need and Council-approved budget.
Resource Impacts
Funding for this contract in FY 2021 is within budgeted levels adopted by the City Council, no
additional funding is requested. Technology costs are cost recovered at the Development
Center through a 2% technology fee that is assessed on private construction projects. Planning
fees also capture technology costs for the intended purpose of technology maintenance and
enhancements.
Environmental Impact
The approval of this contract is exempt from review under the California Environmental Quality
Act (CEQA) under CEQA Guidelines section 15061(c)(3) because it can be seen that there is no
possibility that the activity in question may have a significant effect on the environment.
Attachments:
• C21179976 - TruePoint - Final
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 1 of 37
CITY OF PALO ALTO CONTRACT NO. C21179976
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND TRUEPOINT SOLUTIONS, LLC FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 1st day of January, 2021, (“Agreement”) by
and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and TRUEPOINT SOLUTIONS, a California Limited Liability company, located at 3262 Penryn Road, Suite 100-B, Loomis, California, 95650 ("CONSULTANT").
RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to provide specialized services to manage and mentor five primary divisions
(Public Works, Utilities, Planning, Building, and Fire) who use the Accela product (“Project”)
and desires to engage a consultant to be the conduit between the software vendor (Accela) and City subject matter experts (SME’s) from each division to enhance their knowledge and utilization of the Accela product in connection with the Project (“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through December 31, 2024 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 2 of 37
Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and
reimbursable expenses, shall not exceed Nine Hundred One Thousand Six Hundred Eighty Three
Dollars ($901,683.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed Nine Hundred One Thousand Six Hundred Eighty Three Dollars ($901,683.00). The
applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF
RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions of
Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to
perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services.
All of the services to be furnished by CONSULTANT under this agreement shall meet the
professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 3 of 37
similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections of such errors and omissions, any change order markup costs, or costs arising from delay caused by
the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s
stated construction budget by ten percent (10%) or more, CONSULTANT shall make
recommendations to CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made
without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Keith Hobday to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any
reason, the appointment of a substitute project director and the assignment of any key new or
replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 4 of 37
perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property.
CITY’s project manager is Roland Rivera, Planning & Development Services, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650) 329-2541. The project manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate project manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of
the suitability of the work product for use in or application to circumstances not contemplated by
the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all
costs and expenses of whatever nature including attorneys fees, experts fees, court costs and
disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 5 of 37
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or
law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming CITY
as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrent-ly with the execution of this Agreement. The certificates will be subject to the approval of CITY’s
Risk Manager and will contain an endorsement stating that the insurance is primary coverage and
will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written
notice of the cancellation or modification within two (2) business days of the CONSULTANT’s
receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services.
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 6 of 37
19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event
of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such
materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or
termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her
discretion. The following Sections will survive any expiration or termination of this Agreement:
14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement.
SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303
With a copy to the Purchasing Manager To CONSULTANT: Keith Hobday TRUEPOINT SOLUTIONS
3262 Penryn Road, Suite 100-B
Loomis, CA 95650 SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 7 of 37
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste
best practices include first minimizing and reducing waste; second, reusing waste and third,
recycling or composting waste. In particular, CONSULTANT shall comply with the following zero waste requirements: (a) All printed materials provided by CCONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes,
invoices, reports, and public education materials, shall be double-sided and printed
on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not being disposed.
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 8 of 37
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
(Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section
4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In
addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 25. NON-APPROPRIATION
25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for
a portion of the fiscal year and funds for this Agreement are no longer available. This section shall
take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include
a public works construction project of more than $25,000, or the contract does not include a public
works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. SECTION 27. MISCELLANEOUS PROVISIONS.
27.1. This Agreement will be governed by the laws of the State of California. 27.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
27.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 9 of 37
27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is signed by the parties.
27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties.
27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect.
27.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement.
27.8 In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this Agreement with CONSULTANT, CITY shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct
marketing purposes without City’s express written consent.
27.10 [Reserved]
27.11 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement.
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 10 of 37
CONTRACT No. C21179976 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement on the date first above written.
CITY OF PALO ALTO
_______________________________ City Manager
_______________________________ Purchasing Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
TRUEPOINT SOLUTIONS Officer 1
By:
Name:
Title:
Officer 2 (Required for Corp. or LLC)
By:
Name:
Title:
Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: SCHEDULE OF RATES
EXHIBIT “D”: INSURANCE REQUIREMENTS EXHIBIT “E”: INFORMATION PRIVACY POLICY (P&P I-64/IT) & SOFTWARE AS A SERVICE (SAAS) SECURTY AND PRIVACY TERMS & CONDITIONS
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
Keith Hobday
Partner
Don Hunsinger
Partner
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 11 of 37
EXHIBIT “A” SCOPE OF SERVICES
CONSULTANT will provide the CITY with Accela Support Services. CONSULTANT shall be the conduit between the software vendor (Accela) and City subject matter experts (SME’s) from each division to further enhance their knowledge and utilization of the Accela product, provide training, co-develop Management Reports and make modifications to the Accela Platform to
improve efficiency and operations to outside programs such as apps utilized by the CITY.
Tasks 1: Ongoing Support and Maintenance I. Work closely with designated City staff to identify the best approach and needs of the individual “Super Users” from each division.
II. Introduce new features and functionality as it becomes available using the most up to
date software and provide expert support to the operational needs of the City’s end users with all of the City’s Accela products. III. Day to Day Mentoring and Guidance IV. Support implementation and enhancement of Online Permitting Services including the
Electronic Document Review interface
V. Support implementation and provide training on all Accela modules, Accela Automation, Apps, and Electronic Document Review software VI. Enhance efficiency and utility of Planning Mitigation Monitoring (PMM) and Transportation Demand Management (TDM) records
VII. Provide support on various existing PDS dashboards and implement new dashboards
as required by the City VIII. System maintenance support on Accela Mobile Office (includes AMO, iPad App, iPhone App or Android App) a. Work with each group to define and deploy the “best fit” mobile APP
b. Provide basic training on Accela Mobile Apps
c. Create custom reports or email notifications from mobile devices IX. On-site or Remote assistance and support for Super Users when deemed appropriate by the City a. Configuration changes and enhancements as recommended by CONSULTANT
b. Custom Quick Query creation
c. Custom portlet and console configuration d. Workflow enhancements e. Annual Fee updates, including impact fees, in-lieu fees, and other miscellaneous fees as needed
f. Ad Hoc report creation
g. Crystal report creation h. Training as needed on all aspects of Accela Automation i. Support the City with any questions or new initiatives that come up j. Support City with Accela upgrades, new features, and required migration to
new Accela platforms
k. Coordination between Accela and City staff l. Advice on streamlining efforts and activities within the Accela product
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 12 of 37
m. Support in current efforts and products such as DSD Dashboard, Mobile App, Green Halo Integration, Civic Insight Integration, Buildingeye Integration, and
others as they come online.
X. On-site or Remote assistance and support for Super Users (From PW, Planning Utilities, Fire, and Building) (20 hours per week) XI. Other Misc. Activities a. Work with Project Manager to support the City’s “Open Data” and Accela’s
Civic Cloud initiative
CONSULTANT shall provide the following, but not limited to: a. Respond to inquiries within 24 hours b. Support via phone, MS Teams, other remote alternatives and onsite, if needed
c. Provide a monthly progress report that addresses services provided and reports
created in support of the City’s effort to launch most current version of Accela and create management reports d. Provide the City an approximation of the number of hours it will take to create a report or other project-based efforts and attempt to stay within that estimate prior
to implementation.
e. CONSULTANT’S resources shall be available to provide additional support when needed f. Meet with City Project Manager monthly for an hour or less to address the CONSULTANT ’s progress and performance.
CONSULTANT will provide overall Accela support and maintenance and implement enhancements, deemed necessary by the City. CONSULTANT will establish a process agreed to by City, for the testing and implementation of all changes and enhancements prior to formal rollout. Testing may or may not be by City staff working closely with CONSULTANT.
Tasks 2: Major Projects CITY may elect to initiate the project below. CONSULTANT and CITY will agree to project details and establish specific work plan and timeline to be completed with the proposed budget in Exhibit B & C.
i. Support implementation of Accela – GIS integration as the City migrates to ESRI GIS
platform.
ii. Support implementation of Accela Insights dashboards
iii. Support implementation of Accela and Open Cities web service integration
iv. Support implementation of Long-Range Planning project module
v. Modify Impact Fee calculations as required by newly adopted local and state regulations
and enhance efficiency and utility of Planning Impact Fee (PIF) records.
vi. Power BI Report Buildout for Metrics
vii. Re-evaluate current Mobile Solution implementations
viii. Evaluate and track performance metrics for workflow processing times
ix. Contingency
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 13 of 37
EXHIBIT “B” SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the timeframe specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement.
Deliverables Schedule Task 1: Ongoing Support & Maintenance Daily/Ongoing
Task 2: Major Projects
I. Support implementation of Accela – GIS integration as the City
migrates to ESRI GIS platform. To Be Determined
II. Support implementation of Accela Insights dashboards To Be Determined III. Support implementation of Accela and Open Cities web service integration To Be Determined
IV. Support implementation of Long-Range Planning project module To Be Determined
V. Modify Impact Fee calculations as required by newly adopted local and state regulations and enhance efficiency and utility of Planning Impact Fee (PIF) records. To Be Determined
VI. Power BI Report Buildout for Metrics To Be Determined
VII. Re-evaluate current Mobile Solution implementations To Be Determined
VIII. Evaluate and track performance metrics for workflow processing times To Be Determined
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 14 of 37
EXHIBIT “C” COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-
1 up to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services,
including reimbursable expenses, and the total compensation for Additional Services do not exceed
the amounts set forth in Section 4 of this Agreement. The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this
Agreement. CONSULTANT agrees to complete all Services and Additional Services, including
reimbursable expenses, within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
Deliverables Estimated Hours Hourly Rate NTE Total
Task 1: Ongoing Support & Maintenance 1300/year (5,200 total) $143.58/hour $746,616.00
Sub-total Task 1 $746,616.00
Task 2: Major Projects
I. Support implementation of Accela – GIS integration as the City migrates to
ESRI GIS platform.
80 $143.58 $11,486.40
II. Support implementation of Accela
Insights dashboards 80 $143.58 $11,486.40
III. Support implementation of Accela and Open Cities web service integration 80 $143.58 $11,486.40
IV. Support implementation of Long-Range Planning project module 120 $143.58 $17,229.60
V. Modify Impact Fee calculations as required by newly adopted local and state regulations and enhance
efficiency and utility of Planning
Impact Fee (PIF) records.
80 $143.58 $11,486.40
VI. Power BI Report Buildout for Metrics 120 $143.58 $17,229.60
VII. Re-evaluate current Mobile Solution implementations 40 $143.58 $5,743.20
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 15 of 37
VIII. Evaluate and track performance metrics for workflow processing times 80 $143.58 $11,486.40
IX. Project Contingency 100/year
(400 total) $143.58 $57,432.00
Sub-total Task 2 $155,066.40
Total – Not to Exceed $901,682.40 REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: $0.00
All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $500.00 shall be approved in advance by the CITY’s project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort,
and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for
such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement
Invoicing Process: All invoices shall be submitted to the Planning Department’s contract email account at PCEContracts@cityofpaloalto.org to ensure timely payment.
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 16 of 37
EXHIBIT “C-1” SCHEDULE OF RATES
Professional Fee Schedule
Title Hourly Rate
Consultant $143.58
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 17 of 37
EXHIBIT “D” INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES YES
WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 18 of 37
B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 19 of 37
EXHIBIT “E” INSURANCE REQUIREMENTS
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 20 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 21 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 22 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 23 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 24 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 25 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 26 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 27 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 28 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 29 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 30 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 31 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 32 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 33 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 34 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 35 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 36 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto Contract No. C21179976
Professional Services Rev. April 23, 2020 Page 37 of 37
DocuSign Envelope ID: 8E396874-7DDD-4939-8DD3-69385070F124
City of Palo Alto (ID # 11801)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 12/14/2020
City of Palo Alto Page 1
Summary Title: Extension of Temporary Street Closures to May 31, 2021
Title: Adoption of a Resolution Amending and Restating Resolution Number
9911 to Extend the Temporary Street Closures of California Avenue,
University Avenue and Adjacent Downtown Blocks to May 31, 2021
From: City Manager
Lead Department: Planning and Development Services
Recommendation
Staff recommends that Council adopt a resolution (Attachment A) amending and restating
Resolution No. 9911 to extend the temporary street closures of California Avenue, University
Avenue and adjacent Downtown blocks to May 31, 2021.
Executive Summary
On November 9, 2020 the City Council voted 6-1, Vice Mayor DuBois dissenting, to extend the
closures of portions of California Avenue and University Avenue to vehicular traffic until May
31, 2021.1 By approving the attached resolution (Attachment A), the Council will grant the City
Manager the authority to close portions of University Avenue and intersecting streets as well as
portions of California Avenue and intersecting streets. As the City Manager and staff continue
to monitor the activity on these “Uplift Local” streets, the footprint of the street closures may
be adjusted and adapted to changing conditions.
Background
This action builds on previous Council actions. On June 23, 2020, the City Council approved
Resolution 9909, which authorized the City Manager to close specific sections of University
Avenue, California Avenue, and segments of intersecting streets to vehicular traffic.2 On August
1 November 9, 2020 Staff Report:
https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=49936.29&BlobID=78988; November 9, 2020
Draft Action Minutes: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=59509.74&BlobID=79270
2 June 23, 2020 Staff Report: https://www.cityofpaloalto.org/civicax/filebank/documents/77353; June 23, 2020
Action Minutes: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=41385.09&BlobID=78142
City of Palo Alto Page 2
10, 2020, the City Council approved Resolution 9911, which amended Resolution 9909 to
extend the date of the closures to December 31, 2020.3 The proposed resolution extends the
authority for closures to May 31, 2021 by amending and restating the extension in Resolution
9911. As the spring nears, the Council can revisit the effectiveness of the closures.
Discussion
When first instituted, the street closures served to provide increased areas for outdoor
business to occur. Business occurring outside reduces the risk of transmitting COVID-19. As the
transmission of COVID-19 has become more severe and widespread throughout Santa Clara
County, conducting business outside has become even more imperative. Under the purple
statewide tier, several industries are only allowed to operate outdoors.
In addition to providing a less risky business environment, the elimination and reduction of
vehicular traffic provided and enhanced area for pedestrians and cyclists. Many residents
enjoyed riding and walking in the streets without the threat of vehicles.
The California Avenue business community shares broad support for maintaining the street
closures. The high density of restaurants, the smaller scale of the closure footprint, and the
limited opportunities for parklets create an environment highly conducive to outdoor dining
and retail.
The University Avenue businesses have a greater variety of positions and opinions regarding the
closure of University Avenue to traffic. Since June 2020, a number of iterations have been
deployed and adjustments made to better meet the needs of residents, visitors, and the
businesses serving them. For restaurants and their patrons, outdoor dining remains an
important. Some retailers expressed concern for the impacts street closures have on the
visbility of their stores and the accessibility as well. Staff continue to recommend maintaining
the authority for the closures.
Timeline
This Resolution shall be effective immediately upon passage by a majority of the City Council.
Stakeholder Engagement
Staff has implemented a number of outreach strategies related to the recovery. This includes
bi-weekly meetings with California Avenue and Downtown businesses and monthly community
meetings. At these meetings, a wide range of topics are discussed in order to obtain direct
feedback from stakeholders. In addition, an online questionnaire is made available for business
3 August 10, 2020 Staff Report:
https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=52559.36&BlobID=77830; August 10, 2020
Action Minutes: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=41119.8&BlobID=78141.
City of Palo Alto Page 3
and members of the public to answer. Staff continues specific outreach to focused groups, such
as retailers of goods, childcare providers, and owners of vacant storefronts. As progress on the
recovery continues, staff will continue to work closely with local and county stakeholders.
Environmental Review (If Applicable)
The proposed actions are statutorily exempt under California Environmental Quality Act (CEQA)
section 20180(b)(4) (specific actions necessary to prevent or mitigate an emergency) and are
categorically exempt from CEQA under CEQA Guidelines 15301 (existing facilities) and 15304(e)
(minor temporary use of land having negligible or no permanent effects on the environment).
Attachments:
Attachment A - Resolution Amending and Restating Resolution No. 9911 to Extend
Temporary Street Closures to May 31, 2021 (PDF)
*NOT YET APPROVED*
214_20201117_ts_24 1
Resolution No. _____
Resolution of the Council of the City of Palo Alto Amending and Restating
Resolution No. 9911 to Extend the Temporary Closures of Portions of California
Avenue and University Avenue and Certain Downtown Streets Intersecting
University Avenue Pursuant to California Vehicle Code Section 21101, and to
Extend the Effective Date of Resolution No. 9909, All Pursuant to the Local
Emergency Declaration to Facilitate Outdoor Dining, Retail, and Other Uses
R E C I T A L S
A. On June 23, 2020, the Council adopted Resolution No. 9909 approving the
temporary closure of portions of California Avenue, University Avenue and certain other
Downtown streets through Labor Day 2020 to allow for outdoor dining and retail on those
streets, consistent with the Santa Clara County Public Health Order in effect. The street closures
were part of a Summer Streets Program initiated by the City to accommodate outdoor uses at a
time when indoor dining remained prohibited in the County and the growing scientific evidence
showed a lower risk of COVID-19 transmission outdoors compared to indoors. At that time, the
City anticipated that indoor dining would be allowed to resume in the County, as had been
allowed in neighboring counties, and sought to address the immediate needs of the community
including residents, workers and businesses that had been severely impacted by loss of business
activity and revenue.
B. Through Resolution No. 9909 the Council also approved a temporary pilot parklet
program to allow parklets to be installed in on-street parking spaces on an expedited and
temporary basis to provide more space for outdoor dining.
C. On July 2, 2020, the County Public Health Officer issued a revised Shelter in Place
Order, to become effective on July 13, 2020, that allowed certain additional activities to resume
if specified strict across-the-board risk reduction measures were followed. The objective was to
allow activities that were already allowed in surrounding jurisdictions, which had reopened more
quickly than Santa Clara County, so long as the prescribed risk reduction measures were followed.
D. On July 7, 2020, the State approved Santa Clara County’s requested variance that
allowed the revised Shelter in Place Order to go into effect on July 13, 2020.
E. However, with the number of COVID-19 cases dramatically increasing again in the
State, on July 13, 2020, the Governor announced a sweeping roll back of the reopening that the
State had allowed. The State mandated that all counties close certain indoor operations,
including in-restaurant dining. For counties on the State’s monitoring list for 3 consecutive days
(and thus placed on the State “watchlist”), the State required the closure of additional industries
or activities unless they could be modified to operate outside or by pick-up; these included gyms
and fitness centers, places of worship and cultural ceremonies, personal care services, hair salons
and barbershops, and shopping malls.
*NOT YET APPROVED*
214_20201117_ts_24 2
F. Through the summer, the United States including “hot spots” like California
continued to hit new highs in confirmed cases and deaths, as the loosening of shelter-in-place
restrictions had precipitated a resurgence of the virus in many states, including California. As of
July 27, 2020, the State was averaging nearly 10,000 new COVID-19 cases per day, and hospitals
and their intensive care units were filling up. Thirty-seven counties representing 93% of the
State’s population were on the State’s watchlist, and California had 460,550 confirmed cases of
COVID-19, resulting in 8,445 deaths.
G. On August 10, 2020, the Council adopted Resolution No. 9911, which amended
Resolution 9909, to extend until December 31, 2020 the temporary closure of portions of
California Avenue and University Avenue and certain intersecting streets to allow for continued
use of these areas in the heart of the City’s commercial districts to allow for outdoor dining and
potentially other activities as may be allowed by State and County Public Health Orders.
Resolution No. 9911 also extended the temporary parklet program to September 7, 2021.
H. Since August 2020, the County Public Health Officer issued a Risk Reduction Order
on October 5, 2020, which coincided with the County moving into the orange tier under the
State’s “Blueprint for a Safer Economy” tiered restriction system.
I. However, on November 16, 2020, the State moved Santa Clara County two steps
from the orange/moderate tier to the purple/widespread tier (the highest risk tier) due to a sharp
increase in COVID-19 cases statewide. On that date, the County reported 388 new cases of
COVID-19, bringing the cumulative total to 28,686. As of November 17, 2020, California reported
1,029,235 confirmed cases of COVID-19, resulting in 18,263 deaths, and 94.1% of the State’s
population was now in the purple tier (according to the Governor’s Office). The State’s rules for
the purple/widespread tier mandate that restaurants and gyms cannot have indoor service and
retail stores may only have 25% capacity indoors.
J. In the midst of this surge in COVID-19 cases, the City of Palo Alto has continued to
take measured steps to allow businesses to resume activities in outdoor settings. As a key part
of those efforts, the Uplift Local Program (formerly known as the Summer Streets Program) has
created an attractive pedestrian environment on the closed streets resulting in increased foot
traffic. A number of restaurants have taken advantage of the program and created outdoor
seating in the streets, on sidewalks, and on parklets. Residents and visitors who have come to
University Avenue and California Avenue have expressed delight and reported having a highly
enjoyable experience.
K. The current pace of re-opening across the State and the high likelihood that the
pandemic will continue into 2021 increase the chances that outdoor dining may remain the only
means for table service to continue. Even if indoor dining is allowed, patrons may be unwilling
to participate, or the opportunity may be rescinded if the County exceeds the COVID indicator
thresholds issued by the State.
*NOT YET APPROVED*
214_20201117_ts_24 3
L. The Council desires to extend the street closures through May 31, 2021 to allow
for the continued use of the main thoroughfares in the heart of its commercial districts for
outdoor dining, and potentially other activities as may be allowed by the State and County Public
Health Orders.
M. The Council also desires to allow the temporary parklet program to continue
through September 7, 2021 as the need for outdoor dining will likely persist into 2021 until the
virus can be more effectively contained and mitigated through a vaccine or other public health
advancements and measures.
NOW THEREFORE THE CITY COUNCIL OF THE CITY OF PALO ALTO RESOLVES AS FOLLOWS:
SECTION 1. Findings and Declarations. The Council hereby adopts the above Recitals
as findings of the Council.
SECTION 2. Extension of Temporary Street Closures. The Temporary Street Closures
approved and authorized in Section 2 (Temporary Street Closures) of Resolution No. 9909 and
extended by Resolution 9911 are hereby extended through May 31, 2021. Section 2 of Resolution
No. 9909 is amended to read as follows:
Temporary Street Closures
A. The following streets are hereby closed to any and all vehicular traffic
through May 31, 2021, in accordance with California Vehicle Code Section
21101(e), to facilitate the temporary uses of outdoor dining, retail, and
other permitted uses:
1. California Avenue from Birch Street to El Camino Real; and
2. University Avenue from High Street to Cowper Street, with continued
vehicular access across University Avenue at each of the intersecting
streets.
B. The City Manager is authorized to determine the days, hours and duration
of the temporary street closure(s) within the period specified in Section A,
with reasonable notice provided, and whether exceptions to the closure
shall be made for municipal purposes.
SECTION 3. Sunset of Resolution No. 9909. Resolution No. 9909 shall remain in effect
until September 7, 2021, unless extended by the City Council.
SECTION 4. Supersedes Resolution 9911. This Resolution shall supersede Resolution
No. 9911. Should any conflict arise between this Resolution and Resolution No. 9911, this
Resolution shall control.
*NOT YET APPROVED*
214_20201117_ts_24 4
SECTION 5. The Council finds that this Resolution is statutorily exempt from
environmental review under the California Environmental Quality Act (CEQA) pursuant to Public
Resources Code Section 20180(b)(4) (specific actions necessary to mitigate or prevent an
emergency) and is categorically exempt from CEQA under CEQA Guidelines Sections 15301
(existing facilities) and 15304(e) (minor temporary use of land having negligible or no permanent
effects on the environment).
SECTION 6. This Resolution shall become effective immediately upon adoption.
INTRODUCED:
PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
__________________________ _____________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
__________________________ _____________________________
Deputy City Attorney City Manager
_____________________________
Director of Public Works
_____________________________
Chief Transportation Official
City of Palo Alto (ID # 11800)
City Council Staff Report
Report Type: Action Items Meeting Date: 12/14/2020
City of Palo Alto Page 1
Summary Title: Temporary Ordinance - Retail Zoning
Title: Adoption of a Temporary Ordinance Amending Title 18 (Zoning) of the
Palo Alto Municipal Code to Broaden Permissible Uses and Raise Thresholds
for Conditional Use Permits for Some Land Uses Throughout the City.
Environmental Review: CEQA Exemption 15061(b)(3)
From: City Manager
Lead Department: Planning and Development Services
Recommendation:
Staff recommends that Council:
1. Find the proposed ordinance exempt from the California Environmental Quality Act
(CEQA) in accordance with CEQA Guidelines Section 15061(b)(3)
2. Adopt on first reading the attached ordinance amending various land use definitions to
broaden permissible uses and adjust conditional use permit thresholds for some land
uses throughout the City.
Executive Summary:
The attached ordinance responds to Council direction from November 9, 2020 for minor
amendments to the definitions section of the zoning code and adjustments to the thresholds to
determine when a conditional use permit (CUP) is required. The purpose of the amendments is
to promote retail activity and decrease commercial vacancies. Amendments are proposed to
the eating and drinking establishments, personal service, retail services and take-out service
definitions. The threshold for requiring a CUP is proposed to increase for commercial
recreation, medical office and some personal services uses in various commercial districts. The
changes are relatively minor and reserve more significant policy recommendations to future
public hearings and analysis before the Planning and Transportation Commission (PTC), which is
scheduled for next year.
City of Palo Alto Page 2
Background/Discussion:
On November 9, 2020, the City Council received an update on the City’s community and
economic recovery strategies1 that built upon a verbal study session report presented in
September and the City’s overall and continuing response to the coronavirus pandemic. The
City Council directed staff to return on December 14 with an ordinance to implement discrete
amendments to the zoning code that would broaden the definition of retail uses and relax the
conditional use permit threshold for certain uses.
These changes are being presented as a temporary ordinance in reliance on Palo Alto Municipal
Code section 18.80.090, which allows the City Council to temporarily suspend its procedures
when doing so is necessary for the public health, safety or welfare. In this case, the procedure
being suspended is the ordinance’s review by the PTC before being acted upon by the City
Council. The public interest being served is providing a more expedient response to address
some of the economic challenges associated with the pandemic-influenced recession. Following
Council’s action, staff will work with the PTC to codify these changes and to respond to the
Council’s related direction to create opportunities for a strong mix of retail uses citywide and at
a zoning district or neighborhood level.
Proposed Ordinance
In 2017, the City Council adopted an ordinance that codified the current retail preservation
regulations and modified the “retail services” definition to remove a long list of overly
prescriptive land uses that exemplified qualifying retail uses. This amendment was intended to
broaden the variety and type of retail uses permitted in commercial districts to reflect the
changing retail environment that continues to shift toward online sales and greater use of
physical locations for restaurants, services and experiential uses.
Corresponding revisions to other related land use definitions, including “eating and drinking
establishments” and “take-out services” were not made, which resulted in a situation where
some land uses previously considered retail service were subsequently considered to be a
restaurant or take-out use, which have a greater parking requirement in the zoning code and
are potentially subject to a conditional use permit process. Applying a strict reading of the
zoning regulations combined with clear policy mandates to preserve retail floor area may have
constrained the establishment of some uses due to increased parking standards, greater
regulatory requirements (CUP), or because the proposed land use reduced floor area previously
dedicated for retail sales to support more back of house operations or administrative offices. In
some instances, prospective tenants would combine a variety of activities together in one
1 Staff Report dated 11/9/20:
https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=49936.29&BlobID=78988
Presentation: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=45116.46&BlobID=79151
Minutes: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=59509.74&BlobID=79270
City of Palo Alto Page 3
tenant space that relate to several different land uses triggering the need for a CUP due to the
size of the tenant space. Sorting out these hybrid versions of retail services takes time and have
frustrated commercial brokers and prospective tenants.
Council’s recent direction to engage the PTC and recommend new regulations will help address
these issues. The attached ordinance is a first, minor step that restores some land uses that
were previously considered retail services and begins to reinforce the Council’s previous intent
to broaden the retail definition to permit a greater range of retailers in commercial storefronts.
Land Use Definition Changes
The proposed ordinance modifies the eating and drinking establishments definition to remove
references to ice cream parlors, coffee shops, sandwich shops or baked goods as a formal
restaurant-like establishment and defines these as retail services. The “retail services –
intensive retail service” and “take-out services” definitions are similarly updated reflect this
change. This amendment recognizes coffee and sandwich shops and some bakeries as retail
services whether there is incidental seating and with or without goods pre-packaged or made
on premises for its customers. These uses are distinguished from eating and drinking
establishments that typically have a full commercial kitchen with a combination of sit down and
take out service. Drive through restaurants are unaffected by this change are remain subject to
a discretionary CUP process where allowed in the code.
Another modification included in the ordinance expands the floor area threshold to determine
whether fitness and exercise studios are defined as a “personal service” or “commercial
recreation,” the latter requires a CUP and has a greater parking demand. The proposed
threshold would increase from the current 1,800 square feet to 5,000 square feet. This change
will allow more flexibility in leasing commercial space by reducing the regulatory process to
establish these uses. Staff anticipates this adjustment will have a negligible impact to parking
resources and not result in any significant commercial intrusion into residential neighborhoods.
This conclusion is based on the idea that most exercise and fitness studios of this size tend to
cater to a more personalized training experience with a limited amount of people occupying the
space at any given time. These land uses can also be neighborhood serving establishments that
individuals can access through means other than car trips. A gym established in 2018 at the
former Anthropology site on Alma Street is an example of a 5,000 square foot exercise studio
(gym) that went through a lengthy CUP process; the City has not received any complaints
regarding this facility while it was operating prior to the pandemic.
Notwithstanding staff’s perspective, some in the community may be concerned that yoga
studios and exercise facilities in larger tenant spaces may generate unwanted increases in
vehicle trips in their neighborhood or potentially compete for parking on public streets.
Accordingly, the City Council may also consider a more modest increase from 1,800 square feet
to 3,000 square feet.
City of Palo Alto Page 4
The ordinance includes one other change to the personal services definition adding a
subcategory related to learning centers. These uses are distinguished from private educational
facilities and would be oriented toward individual or small group settings, including, tutoring,
test preparation, language or cooking classes. It also allows for after-school programing. Many
of these uses already exist in some form or another in the City, but they are now explicitly
associated with the personal services definition in the proposed ordinance to minimize any
ambiguity.
The ordinance includes some other, non-substantive clean up changes to the definitions section
of the code.
The current definition for each of the land uses referenced above is included in Attachment A
and available online.2
Conditional Use Permit Thresholds
Several changes are proposed that relate to conditionally permitted uses. One change raises
the threshold to obtain a conditional use permit for commercial recreation uses to 5,000 square
feet. This concept is aligned with changes noted above for personal services but extends
beyond exercise and fitness studios to include all commercial recreation-related land uses.
Commercial recreation uses up to 5,000 square feet would be permitted by right where
currently conditionally allowed in the zoning code. This change is intended to streamline the
administrative review process for less impactful and less intensive commercial recreation uses.
Property owners and brokers have argued for a larger threshold for when a CUP is required for
commercial recreation, upwards of 10,000 square feet in recent conversations. Staff
recommends an increase at this scale be subject to more community engagement and should
be evaluated by the PTC.
In the CN and CD-N zoning districts the CUP threshold for personal service land uses increases
from 2,500 square feet to 3,000 square feet. This adjustment respects the reduced threshold
previously imposed on these uses in the neighborhood commercial shopping areas to ensure
maximum capability with surrounding residential uses. Through the PTC’s review, the City can
examine whether further increases combined with objective standards may be appropriate. It is
uncertain whether this modest adjustment will yield any practical benefit to property owners or
future tenants in these zoning districts; the City Council could determine the change is to minor
to advance or increase the threshold at its discretion.
2 Zoning Code definitions: https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0-0-0-32725.
City of Palo Alto Page 5
For California Avenue, staff recommends removing the CUP requirement for barber shops,
beauty salons and laundromats, which was imposed when the City Council enacted the formula
retail regulations in 2015. Barber shops and beauty salons are not typically regulated by a CUP
in most jurisdictions, but its imposition in Palo Alto has limited the establishment of such uses
on California Avenue. With the pandemic, some of these existing businesses may not re-
establish and removing the CUP requirement could serve to limit storefront vacancies. Modern
laundromat facilities sometimes include other uses, such as coffee service and can serve as a
place for social connections for many age groups. The City Council may conclude laundromats
on California Avenue warrant further analysis by the PTC; if so, this provision could be
eliminated to retain the CUP requirement. Nothing included in this ordinance impacts the
existing regulations regarding formula retail.
In the CN, CC and CS zoning districts, medical office requires a CUP when over 2,500 square
feet. The proposed ordinance increases this threshold to 5,000 square feet. No other changes
to medical land uses are proposed and medical office cannot replace protected retail or retail-
like land uses as defined in the zoning code. Staff will work with the PTC to examine whether
there are opportunities to allow more retail-oriented medical services that complement a retail
commercial area or shopping center.
Summary of Key Issues:
The proposed ordinance introduces discrete changes to the zoning code land use definitions
related to eating and drinking establishments, personal services, retail services – intensive retail
service, and take-out services. The CUP threshold for medical, commercial recreation and some
personal service uses in the neighborhood-serving commercial zones are slightly increased. The
purpose of these amendments is to respond to the City Council’s direction from November 9 to
make minor amendments to promote retail activity and decrease commercial vacancies.
Policy Implications:
The proposed amendments are relatively minor consistent with Council direction. The changes,
while inspired by a discussion on the City’s economic and community strategies in response to
the coronavirus, are reasonable modifications that would be appropriate post pandemic and
when economic conditions have recovered.
It is anticipated the attached ordinance will facilitate the establishment of some retail and
retail-like uses and limit the number of commercial vacancies, but the extent of the impact is
unknown. Over the next several months, the PTC will continue a discussion and hold public
hearings to further explore opportunities to promote a more diverse and strong retail mix
citywide and at the commercial district level. Information learned through the implementation
of this ordinance can be applied to future policy recommendations.
City of Palo Alto Page 6
Resource Impact:
The recommendation in this report does not have any significant fiscal or budgetary impacts.
Timeline:
The subject ordinance requires a second reading, which is expected to occur on January 11,
2021. The ordinance becomes effective on the 31st day following adoption and will remain valid
for 18 months unless repealed by ordinance before then.
Stakeholder Engagement:
Staff has engaged property owners, property managers and business owners over the past
several months on a variety of topics related to economic recovery. Some of these discussions
have helped inform the recommendations in this report. No additional outreach was conducted
following the City Council’s direction to draft the attached ordinance on November 9, 2020.
Notice of the draft ordinance and public hearing was published in the Daily Post on November
30, 2020.
Environmental Review:
The project is exempt from the California Environmental Quality Act (CEQA) in accordance with
CEQA Guidelines 15061(b)(3) in that it can be seen with certainty that ordinance will not have a
significant impact on the environment. The ordinance makes minor adjustments to land use
definitions and modest changes to the thresholds for discretionary review.
Attachments:
Attachment A: Draft Ordinance
*NOT YET APPROVED*
1
0160034_20201203_ay_16
Ordinance No. ___
Ordinance of the Council of the City of Palo Alto Amending Palo Alto Municipal Code
(PAMC) Title 18 (Zoning), Chapters 18.04 (Definitions), 18.16 (Neighborhood,
Community, and Service Commercial (CN, CC and CS) Districts), 18.18 (Downtown
Commercial (CD) Districts) and 18.30 (A) and (C) – the Retail and Ground Floor
combining districts
The Council of the City of Palo Alto does ORDAIN as follows:
SECTION 1. Findings and Declarations. The City Council finds and declares as follows:
A. On March 4, 2020, California Governor Gavin Newsom declared a State of Emergency
due to the threat of Coronavirus Disease 2019 (“COVID-19”).
B. As a result of the COVID-19 pandemic and the public health response, restaurant, retail,
tourism, and hospitality business has significantly declined and the nation is
experiencing a recession.
C. The City Council desires to relax certain zoning regulations in the City’s commercial
zoning districts to address some of the economic challenges created by the COVID-19
pandemic and to spur economic activity.
D. The public health, safety, or welfare require that such changes to the City’s zoning
regulations be enacted for a temporary period and as expediently as possible, without
review by the Planning and Transportation Commission pursuant to Palo Alto Municipal
Code section 18.80.090.
SECTION 2. Section 18.04.030 (Definitions) of Chapter 18.04 (Definitions) of Title 18
(Zoning) of the Palo Alto Municipal Code is amended to read as follows:
18.04.030 Definitions
(a) Throughout this title the following words and phrases shall have the meanings
ascribed in this section.
[. . .]
(45) “Drive-in/drive-through service” means a feature or characteristic of a use involving
sales of products or provision of services to occupants in vehicles, including drive-in or drive-up
windows and drive- through services such as mechanical automobile washing, pharmacy
windows, coffee stands, automatic teller machines, etc.
[. . .]
*NOT YET APPROVED*
2
0160034_20201203_ay_16
(47) “Eating and drinking service” means a use providing preparation and retail sale of
food and beverages with a full menu and providing indoor seating area. Eating and drinking
service include presence of a full commercial kitchen and commercial dishwasher. including
restaurants, fountains, cafes, coffee shops, sandwich shops, ice cream parlors, taverns, cocktail
lounges and similar uses. For establishments with incidental sale alcoholic beverages, a
minimum of 50% of revenues from an ‘eating and drinking service’ must be derived from the
sale of food. Related definitions are provided in subsections (45) (Drive-in/drive-through
service), (125)(B) (Intensive retail service) and (136) (Take-out service).
[. . .]
(95) “Medical office” means a use providing consultation, diagnosis, therapeutic,
preventive, or corrective personal treatment services by doctors, dentists, medical and dental
laboratories, and similar practitioners of medical and healing arts for humans, licensed for such
practice by the state of California. Incidental medical and/or dental research within the office is
considered part of the office use, where it supports the on-site patient services. Medical office
use does not include the storage or use of hazardous materials in excess of the permit
quantities as defined in Title 15 of the Municipal Code. Medical gas storage or use shall be
allowed up to 1,008 cubic feet per gas type and flammable liquids storage and use shall be
allowed up to 20 gallons total (including waste).
(95.1) (A) “Medical research” means a use related to medical and/or dental research,
testing and analysis, including but not limited to trial and clinical research. Biomedical and
pharmaceutical research and development facilities are not included in this definition. Medical
Research does not include the storage or use of quantities of hazardous materials above the
exempt quantities listed in Title 15 of the Municipal Code nor any toxic gas regulated by Title
15. Additionally, Medical Research may include storage and use of etiological (biological) agents
up to and including Risk Group 2 or Bio Safety Level 2 (Center for Disease Control).
(95.2) (B) “Medical support retail” means a retail use providing sales, rental, service, or
repair of medical products and services to consumers or businesses, and whose location near
hospitals or medical offices facilitates the provision of medical care or medical research.
Examples of medical retail uses typically include, but are not limited to, pharmacies, sale of
prosthetics, and sale of eyeglasses or other eye care products.
(95.3) (C) “Medical support service” means a use providing administrative support
functions for healthcare providers or facilities, intended to support the operations of hospitals
or of medical and dental office uses, and whose location near those medical facilities enhances
the interaction between medical providers and/or facilitates the provision of medical care or
medical research. Examples of medical support service uses typically include, but are not
limited to, administration and billing services, public relations, training, and fundraising.
Hospitals and ambulance services are not included in this definition.
[. . .]
*NOT YET APPROVED*
3
0160034_20201203_ay_16
(114) “Personal service” means a use providing services of a personal convenience
nature, and cleaning, repair or sales incidental thereto, including:
(A) Beauty shops, nail salons, day spas, and barbershops;
(B) Self-service laundry and cleaning services; laundry and cleaning pick-up stations
where all cleaning or servicing for the particular station is done elsewhere; and laundry and
cleaning stations where the cleaning or servicing for the particular station is done on site,
utilizing equipment meeting any applicable Bay Area Air Quality Management District
requirements, so long as no cleaning for any other station is done on the same site, provided
that the amount of hazardous materials stored does not at any time exceed the threshold
which would require a permit under Title 17 (Hazardous Materials Storage) of this code;
(C) Repair and fitting of clothes, shoes, and personal accessories;
(D) Quick printing and copying services where printing or copying for the particular
service is done on site, so long as no quick printing or copying for any off-site printing or
copying service is done on the same site;
(E) Internet and other consumer electronics services;
(F) Film, data and video processing shops, including shops where processing for the
particular shop is done on site, so long as no processing for any other shop is done on the same
site;
(G) Art, dance or music studios intended for an individual or small group of persons in a
class (see “commercial recreation” for other activities); and
(H) Fitness and exercise studios, or similar uses, in a space having of 1,800 5,000 square
feet or fewer of gross floor area (see “commercial recreation” for uses exceeding 5,000 square
feet other activities).
(I) Learning centers intended for individual or small group settings, including tutoring,
standardized test preparation, language classes, after-school programs, cooking classes, and
similar uses.
[. . .]
(125) “Retail service” means a use open to the public during typical business hours and
predominantly engaged in providing retail sale, rental, service, processing, or repair of items
primarily intended for consumer or household use.
(A) “Extensive retail service,” as used with respect to parking requirements, means a
retail sales use having more than seventy-five percent of the gross floor area used for display,
sales, and related storage of bulky commodities, including household furniture and appliances,
lumber and building materials, carpeting and floor covering, air conditioning and heating
equipment, and similar goods, which uses have demonstrably low parking demand generation
per square foot of gross floor area.
*NOT YET APPROVED*
4
0160034_20201203_ay_16
(B) “Intensive retail service” as used with respect to parking requirements, means any
retail service use not defined as extensive retail service and including limited food service (i.e.
‘ready-to-eat’ food and/or beverage shops without a full commercial kitchen, where food
and/or beverages are ready to consume at the time of sale and any seating area is limited;
examples include sandwiches, frozen desserts, non-alcoholic beverages, and baked items).
[. . .]
(136) “Take-out service” means a characteristic of an eating or drinking service which
encourages, on a regular basis, consumption of food or beverages, such as prepared or
prepackaged items, outside of a building, in outdoor seating areas where regular table service is
not provided, in vehicles parked on the premises, or off-site. Take-out service does not include
intensive retail service uses, as defined in subsection (125)(B).
[. . .]
SECTION 3. Section 18.16.040 (Land Uses) of Chapter 18.16 (Neighborhood,
Community, and Service Commercial (CN, CC, CS) Districts) of Title 18 (Zoning) of the Palo Alto
Municipal Code is amended to read as follows:
The uses of land allowed by this chapter in each commercial zoning district are identified in the
following tables. Land uses that are not listed on the tables are not allowed, except where
otherwise noted. Where the last column on the following tables ("Subject to Regulations in")
includes a section number, specific regulations in the referenced section also apply to the use;
however, provisions in other sections may apply as well.
(a) Commercial Zones and Land Uses
Permitted and conditionally permitted land uses for each commercial zone are shown in Table
1:
TABLE 1
PERMITTED AND CONDITIONALLY PERMITTED USES
P = Permitted Use CUP = Conditional Use Permit Required
LAND USE CN(4) CC, CC(2) CS (4) Subject to Regulations In:
ACCESSORY AND SUPPORT
USES
Accessory facilities and activities
customarily associated with or
essential to permitted uses, and
operated incidental to the principal
use.
P P P 18.42
Drive-in services or take-out
services associated with permitted
uses(3)
CUP CUP CUP 18.42
*NOT YET APPROVED*
5
0160034_20201203_ay_16
Tire, battery, and automotive service
facilities, when operated incidental to
a permitted retail service or
shopping center having a gross floor
area of more than 30,000 square
feet.
CUP 18.42, 18.40.160
Safe Parking 18.42.160
EDUCATIONAL, RELIGIOUS, AND
ASSEMBLY USES
Business and Trade Schools P P
Churches and Religious Institutions P P P
Private Educational Facilities CUP P P
Private Clubs, Lodges, or Fraternal
Organizations
CUP P P
MANUFACTURING AND
PROCESSING USES
Recycling Centers CUP CUP CUP
Warehousing and Distribution CUP
OFFICE USES
Administrative Office Services P 18.16.050
Medical Offices CUP
(5)
CUP (5) CUP (5) 18.16.050
Professional and General Business
Offices
P P P 18.16.050
PUBLIC/QUASI-PUBLIC USES
Utility Facilities essential to provision
of utility services but excluding
construction or storage yards,
maintenance facilities, or corporation
yards.
CUP CUP CUP
RECREATION USES
Commercial Recreation CUP
(5)
CUP (5) CUP (5) 18.40.160
Outdoor Recreation Services CUP CUP CUP
*NOT YET APPROVED*
6
0160034_20201203_ay_16
RESIDENTIAL USES
Multiple-Family P(1) P(1) P(1) 18.16.060(b) and (c)
Home Occupations P P P
Residential Care Homes P P P
RETAIL USES
Eating and Drinking Services,
excluding drive-in and take-out
services
P P P 18.40.160
Retail Services, excluding liquor
stores
P P P 18.40.160
Liquor stores CUP P P 18.40.160
Shopping Centers P 18.16.060(e), 18.40.160
SERVICE USES
Ambulance Services CUP CUP CUP
Animal Care, excluding boarding
and kennels
P P P
Boarding and Kennels CUP
Automobile Service Stations CUP CUP CUP 18.30(G)
Automotive Services CUP
Convalescent Facilities CUP P P
Day Care Centers P P P 18.40.160
Small Family Day Care Homes P P P
Large Family Day Care Homes P P P
Small Adult Day Care Homes P P P
Large Adult Day Care Homes CUP P P
Banks and Financial Services V CUP P(2) P(2)
General Business Services CUP P
Hotels P P 18.16.060(d), 18.40.160
*NOT YET APPROVED*
7
0160034_20201203_ay_16
Mortuaries CUP P P
Neighborhood Business Services P 18.16.060(f)
Personal Services P P P 18.16.060(f), 18.40.160
Reverse Vending Machines P P P
TEMPORARY USES
Farmer's Markets CUP CUP CUP
Temporary Parking Facilities,
provided that such facilities shall
remain no more than five years.
CUP CUP CUP
TRANSPORTATION USES
Parking as a principal use CUP CUP
Transportation Terminals CUP CUP
P = Permitted Use CUP = Conditional Use Permit Required
(1) Residential is only permitted: (i) as part of a mixed use development, pursuant to the provisions of
Section 18.16.060(b), or (ii) on sites designated as housing inventory sites in the Housing Element of the
Comprehensive Plan, (iii) on CN or CS sites on El Camino Real, or (iv) on CC(2) sites, all pursuant to the
provisions of Section 18.16.060(b) and (c).
(2) Except drive-in services.
(3) So long as drive up facilities, excluding car washes, provide full access to pedestrians and
bicyclists. A maximum of two such services shall be permitted within 1,000 feet, and each use shall not
be less than 150 feet from one another.
(4) For properties in the CN and CS zone districts, businesses that operate or have associated
activities at any time between the hours of 10:00 p.m. and 6:00 a.m. require a conditional use permit.
(5) A conditional use permit is not required for medical office or commercial recreation uses up to
5,000 square feet of gross floor area.
[. . .]
SECTION 4. Section 18.16.060 (Development Standards) of Chapter 18.16
(Neighborhood, Community, and Service Commercial (CN, CC, CS) Districts) of Title 18 (Zoning)
of the Palo Alto Municipal Code is amended to read as follows:
*NOT YET APPROVED*
8
0160034_20201203_ay_16
18.16.060 Development Standards
[. . .]
(f) Size of Establishments in the CN District
In the CN district, permitted commercial uses shall not exceed the floor area per individual use
or business establishment shown in Table 5. Such uses may be allowed to exceed the maximum
establishment size, subject to issuance of a conditional use permit in accord with Section
18.76.010. The maximum establishment size for any conditional use shall be established by the
director and specified in the conditional use permit for such use.
TABLE 5
MAXIMUM SIZE OF ESTABLISHMENT
Type of Establishment Maximum Size (sq ft)
Personal Services 2,500 3,000
Retail services, except grocery stores 15,000
Grocery stores 20,000
Eating and drinking services 5,000
Neighborhood business services 2,500 3,000
[. . .]
(h) Outdoor Sales and Storage
(2) In the CC district and in the CC (2) district, the following regulations shall apply to outdoor
sales and storage:
(A) Except in shopping centers, all permitted office and commercial activities shall be
conducted within a building, except for:
(i) Incidental sales and display of plant materials and garden supplies occupying no more
than 2,000 square feet of exterior sales and display area,
(ii) Outdoor eating areas operated incidental to permitted eating and drinking services or
intensive retail uses,
(iii) Farmers’ markets that have obtained a conditional use permit, and
(iv) Recycling centers that have obtained a conditional use permit.
(B) Any permitted outdoor activity in excess of 2,000 square feet shall be subject to a
conditional use permit.
SECTION 5. Sections 18.18.050 (Land Uses) of Chapter 18.18 (Commercial Downtown
(CD) District) of Title 18 (Zoning) of the Palo Alto Municipal Code is amended to read as follows:
*NOT YET APPROVED*
9
0160034_20201203_ay_16
18.18.050 Land Uses
The uses of land allowed by this chapter in each commercial zoning district are
identified in the following table. Land uses that are not listed on the tables are not allowed,
except where otherwise noted. Where the last column on the following tables ("Subject to
Regulations in") includes a section number, specific regulations in the referenced section also
apply to the use; however, provisions in other sections may apply as well.
Permitted and conditionally permitted land uses for the CD district are shown in Table 1:
Table 1
CD Permitted and Conditionally Permitted Uses
P Permitted Use • CUP Conditional Use Permit Required
CD-C CD-S CD-N Subject to
regulations in
Chapter:
ACCESSORY USES
Accessory facilities and activities associated with or
essential to permitted uses, and operated incidental
to the principal use
P P P
Drive-in or Take-out Services associated with
permitted uses (2)
CUP CUP CUP
Tire, battery, and automotive service facilities, when
operated incidental to a permitted retail service or
shopping center having a gross floor area of more
than 30,000 square feet
CUP 18.40.160
Safe Parking 18.42.160
EDUCATIONAL, RELIGIOUS, AND ASSEMBLY
USES
Business and Trade Schools P P
Churches and Religious Institutions P P P
Private Educational Facilities P P CUP
Private Clubs, Lodges, or Fraternal Organizations P P CUP
MANUFACTURING AND PROCESSING USES
*NOT YET APPROVED*
10
0160034_20201203_ay_16
Recycling Centers CUP CUP CUP
Warehousing and Distribution CUP
OFFICE USES
Administrative Office Services P 18.18.060(f)
Medical, Professional, and General Business
Offices
P P P 18.18.060(f)
PUBLIC/QUASI-PUBLIC FACILITY USES
Utility Facilities essential to provision of utility
services but excluding construction or storage
yards, maintenance facilities, or corporation yards
CUP CUP
RECREATION USES
Commercial Recreation CUP
(3)
CUP
(3)
CUP
(3)
Outdoor Recreation Services CUP CUP CUP
RESIDENTIAL USES
Multiple-Family P (1) P (1) P (1) 18.18.060(b)
Home Occupations P P P
Residential Care Homes P P P
RETAIL USES
Eating and Drinking Services, except drive-in or
take-out services
P P P 18.18.060(g) , 1
8.40.160
Retail Services, excluding liquor stores P P P 18.18.060(g) , 1
8.40.160
Shopping Centers P 18.18.060(g) , 1
8.40.160
Liquor Stores P P CUP 18.40.160
SERVICE USES
*NOT YET APPROVED*
11
0160034_20201203_ay_16
Animal Care, excluding boarding and kennels P P P
Ambulance Services CUP CUP CUP 18.30(G)
Automobile Service Stations CUP CUP CUP
Automobile Services CUP
Convalescent Facilities P P CUP
Day Care Centers P P P 18.40.160
Small Family Day Care Homes P P P
Large Family Day Care Homes P P P
Small Adult Day Care Homes P P P
Large Adult Day Care Homes
Financial Services, except drive-up services P P CUP
General Business Services CUP P P
Hotels P P P 18.18.060(d) , 1
8.40.160
Mortuaries P P CUP
Personal Services P P P 18.18.060(g) , 1
8.40.160
Reverse Vending Machines P P P
TRANSPORTATION USES
Parking as a principal use CUP CUP
Passenger Transportation Terminals CUP
TEMPORARY USES
Indoor Farmers’ Markets CUP CUP CUP
Temporary Parking Facilities, provided that such
facilities shall remain no more than five years
CUP CUP CUP
*NOT YET APPROVED*
12
0160034_20201203_ay_16
P Permitted Use CUP Conditional Use Permit Required
(1) Residential is only permitted as part of a mixed use development, pursuant to the provisions
of Section 18.18.060(b), or on sites designated as Housing Opportunity Sites in the Housing
Element of the Comprehensive Plan, pursuant to the provisions of Section 18.18.060(c).
(2) Drive-up facilities, excluding car washes, provide full access to pedestrians and bicyclists. A
maximum of two such services shall be permitted within 1,000 feet and each use shall not be less
than 150 ft from one another.
(3) A conditional use permit is not required for commercial recreation uses up to 5,000 square
feet of gross floor area.
SECTION 6. Section 18.18.060 (Development Standards) of Chapter 18.18 (Commercial
Downtown (CD) District) of Title 18 (Zoning) of the Palo Alto Municipal Code is amended to read
as follows:
[. . .]
(g) Restrictions on Size of Commercial Establishments in CD-N Subdistrict
In the CD-N subdistrict, permitted commercial uses shall not exceed the floor area per
individual use or business establishment shown in Table 4. Such uses may be allowed to exceed
the maximum establishment size, subject to the issuance of a conditional use permit in
accordance with Chapter 18.76. The maximum establishment size for any conditional use shall
be established by the director and specified in the conditional use permit for such use.
TABLE 4
MAXIMUM SIZE OF ESTABLISHMENT
Type of Establishment Maximum Size (ft 2 )
Personal Services 2,500 3,000
Retail services, except grocery stores 15,000
Grocery stores 20,000
Eating and drinking services 5,000
(h) Outdoor Sales and Storage.
The following regulations shall apply to outdoor sales and storage in the CD district:
(1) CD-C Subdistrict
*NOT YET APPROVED*
13
0160034_20201203_ay_16
In the CD-C subdistrict, the following regulations apply:
(A) Except in shopping centers, all permitted office and commercial activities shall be
conducted within a building, except for:
(i) Incidental sales and display of plant materials and garden supplies occupying no
more than 2,000 square feet of exterior sales and display area,
(ii) Outdoor eating areas operated incidental to permitted eating and drinking services
or intensive retail uses,
(iii) Farmers' markets which have obtained a conditional use permit, and
(iv) Recycling centers that have obtained a conditional use permit.
(B) Any permitted outdoor activity in excess of 2,000 square feet shall be subject to a
conditional use permit.
(C) Exterior storage shall be prohibited, except recycling centers which have obtained a
conditional use permit.
(2) CD-S Subdistrict
In the CD-S subdistrict, outdoor sales and display of merchandise, and outdoor eating areas
operated incidental to permitted eating and drinking services and intensive retail uses shall be
permitted subject to the following regulations:
(A) Outdoor sales and display shall not occupy a total site area exceeding the gross
building floor area on the site, except as authorized by a conditional use permit.
(B) Areas used for outdoor sales and display of motor vehicles, boats, campers, camp
trailers, trailers, trailer coaches, house cars, or similar conveyances shall meet the minimum
design standards applicable to off-street parking facilities with respect to paving, grading,
drainage, access to public streets and alleys, safety and protective features, lighting,
landscaping, and screening.
(C) Exterior storage shall be prohibited, unless screened by a solid wall or fence of
between 5 and 8 feet in height.
(3) CD-N Subdistrict
In the CD-N subdistrict, all permitted office and commercial activities shall be conducted
within a building, except for:
(A) Incidental sales and display of plant materials and garden supplies occupying not
more than 500 square feet of exterior sales and display area, and
(B) Farmers' markets that have obtained conditional use permits.
[. . .]
*NOT YET APPROVED*
14
0160034_20201203_ay_16
SECTION 7. Section 18.30(A).040 (Permitted Uses) of Chapter 18.30(A) (Retail Shopping
(R) Combining District Regulations) of Title 18 (Zoning) of the Palo Alto Municipal Code are
amended to read as follows:
Except to the extent a conditional use permit is required pursuant to Section 18.30(A).050, the
following uses shall be permitted in an R district:
(a) Eating and drinking services, except drive-in and take-out services.
(b) Personal services, except the following on California Avenue: beauty shops; nail
salons; barbershops; and laundry and cleaning services as defined in Section 18.04.030(114)(B).
(c) Retail services.
(d) All other uses permitted in the underlying commercial district, provided they are
not located on a ground floor.
SECTION 8. Section 18.30(A).050 (Conditional Uses) of Chapter 18.30(A) (Retail Shopping
(R) Combining District Regulations) of Title 18 (Zoning) of the Palo Alto Municipal Code are
amended to read as follows:
The following uses may be conditionally permitted in an R district, subject to the
issuance of a conditional use permit in accord with Chapter 18.76 (Permits and Approval):
(a) Financial services, except drive-in services, on a ground floor.
(b) All other conditional uses allowed in the underlying commercial district provided
they are not located on a ground floor.
(c) Formula retail businesses on California Avenue.
(d) Beauty shops, nail salons, and barbershops on California Avenue.
SECTION 9. Section 18.30(C).020 (Conditional Uses) of Chapter 18.30(C) (Ground Floor
(GF) Combining District Regulations) of Title 18 (Zoning) of the Palo Alto Municipal Code are
amended to read as follows:
(a) The following uses shall be permitted in the GF combining district, subject to
restrictions in Section 18.40.160180:
(1) Eating and drinking;
(2) Hotels;
(3) Personal services, except for parcels with frontage on University Avenue, where
uses defined in Section 18.04.030(114)(B), (G), and (H) are not permitted;
(4) Retail services;
(5) Theaters;
(6) Travel agencies;
(7) Commercial Recreation up to 5,000 square feet in gross floor area, except for
parcels with frontage on University Avenue;
(78) All other uses permitted in the underlying district, provided such uses are not
on the ground floor.
*NOT YET APPROVED*
15
0160034_20201203_ay_16
(b) Elimination or conversion of basement space currently in retail or retail-like use or
related support purposes is prohibited.
(c) Entrance, lobby, or reception areas serving non-ground floor uses may be located
on the ground floor to the extent reasonably necessary, provided they do not interfere with the
gound ground floor use(s), and subject to the approval of the Director.
SECTION 10. Section 18.30(C).030 (Conditional Uses) of Chapter 18.30(C) (Ground Floor
(GF) Combining District Regulations) of Title 18 (Zoning) of the Palo Alto Municipal Code are
amended to read as follows:
(a) The following uses may be conditionally allowed on the ground floor in the GF
ground floor combining district, subject to issuance of a conditional use permit in accord with
Chapter 18.76 (Permits and Approvals) and with the additional finding required by subsection
(b), subject to restrictions in Section 18.40.160:
(1) Business or trade school;
(2) Commercial recreation over 5,000 square feet in gross floor area or with
frontage on University Avenue;
(3) Day care;
(4) Financial services, except drive in services;
(5) General business service;
(6) All other uses conditionally permitted in the applicable underlying district,
provided such uses are not on the ground floor.
(b) The director may grant a conditional use permit under this section only if he or
she makes the following findings in addition to the findings required by Chapter 18.76 (Permits
and Approvals):
(1) The location, access or design of the ground floor space of the existing building
housing the proposed use, creates exceptional or extraordinary circumstances or conditions
applicable to the property involved that do not apply generally to property in the same district.
(2) The proposed use will not be determined to the retail environment or the
pedestrian-oriented design objectives of the GF combining district.
(c) Any use conditionally permitted pursuant to this section shall be effective only
during the existence of the building that created the exceptional circumstance upon which the
finding set forth in subsection (b) was made.
SECTION 11. Any provision of the Palo Alto Municipal Code or appendices thereto
inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no
further, is hereby repealed or modified to that extent necessary to effect the provisions of this
Ordinance.
SECTION 12. If any section, subsection, sentence, clause, or phrase of this Ordinance is
for any reason held to be invalid or unconstitutional by a decision of any court of competent
jurisdiction, such decision shall not affect the validity of the remaining portions of this
*NOT YET APPROVED*
16
0160034_20201203_ay_16
Ordinance. The City Council hereby declares that it would have passed this Ordinance and each
and every section, subsection, sentence, clause, or phrase not declared invalid or
unconstitutional without regard to whether any portion of the ordinance would be
subsequently declared invalid or unconstitutional.
SECTION 13. The Council finds that the adoption of this ordinance is exempt from the
provisions of the California Environmental Quality Act pursuant to CEQA Guideline sections
15061(b)(3) because it can be seen.
SECTION 14. This ordinance shall be effective on the thirty-first date after the date of its
adoption and shall expire upon the earlier of June 30, 2022 or adoption of replacement
legislation by the City Council. Upon expiration of this ordinance, the City Clerk shall direct the
City’s codifier to update the Palo Alto Municipal Code as appropriate.
INTRODUCED:
PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
NOT PARTICIPATING:
ATTEST:
____________________________ ____________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
____________________________ ____________________________
Assistant City Attorney City Manager
____________________________
Director of Planning & Development
Services
City of Palo Alto (ID # 11832)
City Council Staff Report
Report Type: Action Items Meeting Date: 12/14/2020
City of Palo Alto Page 1
Summary Title: Finance Committee Recommendation Regarding the Roth
Building
Title: Finance Committee Recommends the City Council Direct Staff to
Complete the Following in Regards to the ROTH Building, 300 Homer Ave: 1)
Identify Funding for a "Cold Shell"; 2) Return to Council With Additional
Funding and a Lease or Lease Option; and 3) Work With the Palo Alto
Museum Regarding Lease Terms
From: City Manager
Lead Department: Administrative Services
Recommendation
The Finance Committee recommends the City Council direct staff to:
1) Identify funding for a “cold shell” construction project ($6.5 million) including use of
“Available Financial Sources” as identified in Table 1 in staff report #11611, with
additional funding needs to be identified by the City ranging between $500,000 - $1.0
million;
2) Return to the City Council with both additional funding and a lease or lease option
agreement with the Palo Alto Museum (PAM) for a finite period; some funding, such as
PAM donor funds, necessitate using PAM approved plans, and to identify other
potential funding options; and
3) Work with museum staff to suggest a length of time for the museum to have
enforceable lease terms, subject to conditions.
Discussion
On November 17, 2020 the Finance Committee discussed options for the rehabilitation and
future use of the Roth Building including funding options, construction phasing and financial
support requested by the Palo Alto Museum (PAM) (CMR 11611 and Attachment A). Action
minutes from the meeting are attached (Attachment B) and are available at this link. The video
of the item can be found at this link and the presentations at this link. The Finance Committee
approved the above recommendation on a 3-0 vote.
City of Palo Alto Page 2
During the meeting PAM presented their request of the Council to fund the full construction of
the Roth Building (requiring additional funding of approximately $3.71 million), issue a 40-year
lease and commit to a partnership to rehabilitate the Roth Building. Committee discussion
focused on the potential available funding sources outlined in the staff report including impact
fees, Stanford University Medical Center funds, and the General Fund (operating and/-or capital
funding).
During the meeting the committee deliberated extensively about the partnership with PAM,
the long-term plans, fundraising goals, and comparisons to other projects and partnerships. The
Committee arrived at the above recommendation for the City Council's review and deliberation
and ultimately for City Council direction to staff on next steps. These next steps would
supersede those provided by the City Council in March 2020, as outlined in the Finance
Committee staff report. Specifically, this potential direction to staff was requested as an action
item for discussion by the full City Council given the financial and funding needs even though it
was a unanimous vote and would typically be a consent item under standard practices.
Stakeholder Engagement
Staff continues to meet with representatives of PAM including their construction contractor to
discuss the current status of the project, shared space options, phasing of the construction
project, and any additional potential next steps. In addition, staff continues to discuss funding
feasibility, legal restrictions, zoning options, as well as construction details with necessary
partner departments including but not limited to Public Works, Community Services, the City
Attorney’s Office, and Planning & Development Services departments.
Resource Impact
Additional financial contribution ranging between $0.2 million to an estimated $4.2 million are
necessary to close the gap in funding for either a “cold shell” or the completion of the Phase 1
construction rehabilitation project. Depending on the funding options selected, impacts to the
current priorities outlined in the City Council approved FY 2021-2025 Capital Improvement Plan
will require City Council action to rebalance. Staff identified potential funding impacts in the
attached report as well as funding sources for the Council’s reference and to assist in informing
Council’s deliberations.
Environmental Review
The proposed action is to provide direction on next steps for staff efforts with respect to the
future use of the Roth Building and does not constitute a project under the California
Environmental Quality Act (CEQA).
Attachments:
• Attachment A: Finance Committee Rehabilitation and Future Use of the Roth Building
Options Staff Report #11611
• Attachment B: Finance Committee Action Minutes 11-17-2020
City of Palo Alto (ID # 11611)
Finance Committee Staff Report
Report Type: Action Items Meeting Date: 11/17/2020
City of Palo Alto Page 1
Summary Title: Rehabilitation and Future Use of the Roth Building Options
for City Council Review
Title: Discussion With the Palo Alto History Museum and Recommended
Direction to the City Council Regarding Options for the Rehabilitation and
Future use of the Roth Building, Including: Funding, Construction Phasing,
and Financial Support Requested by the Museum
From: City Manager
Lead Department: Administrative Services
Recommendation
Staff recommends that the Finance Committee:
•review and discuss the current goal of the partnership between the City and Palo Alto
History Museum (PAHM, also known as Palo Alto Museum or “PAM”) in the
rehabilitation of the Roth Building;
•discuss the return on investment in cultural and community benefits, including the
current status of project financing and the current request for City support in this
partnership; and
•discuss the financial scenarios and specific funding options to provide direction on next
steps.
ATTACHMENT A
City of Palo Alto Page 2
Executive Summary
In response to the City Council request as part of the FY 2021 Budget process and the March
2020 City Council referral to the Finance Committee, this staff report provides options for
potentially funding the gap for rehabilitation of the Roth Building as the new home for the Palo
Alto Museum. Staff is seeking Finance Committee consideration of potential project elements,
including potential funding options and finance limitations. PAM will provide a presentation of
the status of the project, rehabilitation options – rehabilitation is called Phase 1 and can be
done in two parts, “Cold Shell” and “Phase 1 Completion (full rehabilitation)”, shared space
options, and funding options they wish to explore. The PAM request is attached to this report
and outlines the requested City partnership and financial support to accomplish this
rehabilitation and therefore facilitate opening of a museum (Attachment A). Based on this
request, and the direction from the City Council, staff has reviewed potential options of funding
Phase 1 of the Roth Building project including the funding gap and impacts of use of those
funding sources. The allocation of additional City financial support will require a prioritization
of resources as the City continues to face a significant recession, impacting key revenues that
support City operations and capital investments.
Staff is seeking Finance Committee consideration of potential project elements, including
potential funding options and finance limitations. Staff recommends that the Finance
Committee recommend City Council direction to pursue one of the following options or a
variation of:
Option A: Recommend the City Council direct staff to identify funding for a “cold shell”
construction project ($6.5 million) including use of “Available Financial Sources” as
identified in Table 1, with additional funding needs to be identified by the City
ranging between $500,000 - $1.0 million and return to the City Council with both
additional funding and a lease or lease option agreement with the Palo Alto
Museum for a finite period. Some funding, such as PAM donor funds, necessitate
using PAM approved plans.
Option B: Recommend the City Council direct staff to identify funding for a full rehabilitation
of the Roth building (Phase 1 of the Roth Building project as outlined by PAM, $10.5
million) including use of “Available Financial Sources” and “Pledges” as identified in
Table 1, with additional funding needs to be identified by the City ranging between
$4.0 - $4.3 million and return to the City Council with both additional funding and a
long-term (40 year) lease agreement with the museum.
Option C: Recommend the City Council direct staff to continue with the prior direction
provided by the City Council on March 2, 2020 and return to the City Council with
options for the issuance of a Request for Proposal (RFP) including potential
rezoning of the site and long term-ground lease structure.
Option D: Recommend the City Council direct staff to explore variations of the above options,
or similar direction provided in the past by the City Council such as recommend the
City Council provide the PAM a fundraising target and timeline to raise additional
funds (net of expenses incurred) for the project and direct staff to return to the City
City of Palo Alto Page 3
Council with a long-term (40 year) lease agreement with the museum that includes
a termination clause should there be project delays or lack of funding within a
designated period of time.
As noted above, staff is seeking Finance Committee recommendation for City Council
consideration. These options are not intended to be mutually exclusive or all-encompassing,
they are examples for the Committee’s consideration.
Background
In April 2000, the City Council approved the $1,957,000 purchase of the Roth Building and its
0.41 acre site for potential development as a “public facility or alternative use if a public facility
is not feasible,” in conjunction with the South of Forest Avenue Coordinated Area Plan (SOFA
CAP). On May 20, 2002, Council approved a Request for Proposals (RFP) and directed staff to
solicit proposals for the lease of the Roth Building. The RFP specified that preference be given
to non-profit groups located in or serving Palo Alto, that the property be improved and
operated at no cost to the City, and that public access to the Roth Building restrooms by users
of the neighboring park be provided.
In response to the RFP, one proposal was received in November 2003. The Palo Alto Museum
now referred to as the Palo Alto Museum (PAM or the Museum) proposed to restore, preserve,
and improve the historic Roth Building for use as a museum. PAM’s proposal was accepted by
the Council in April 2004, at which time staff sent the Museum a draft Option and Lease
Agreement for its review. In February 2006, staff received the Museum’s proposed changes to
the draft Agreement including a request that the City contribute up to $300,000 to repair
leaking and drainage problems at the Roth Building. On July 10, 2006, Council created a Capital
Improvement Program (CIP) for Roth Building maintenance in the amount of $415,000 to
provide funding for interim measures to prevent further deterioration of the building until the
Museum would take over the site. On May 14, 2007, Council authorized the Mayor to execute
the Option Agreement and approved a City contribution of $150,000 for repair of the leaking
and drainage problems. The Option Agreement was executed on June 22, 2007 with a twenty-
four-month term.
Since 2007, PAM personnel and City staff have examined a variety of proposals to fund the
capital and operating needs of the Roth Building museum and the City Council has extended the
option agreement several times. Additional background information can be found by referring
to prior staff reports on this topic (CMRs: 2197, 2891, 4703, 5365, 5551, 5879 and 8612).
Although the 2007 option agreement was extended several times over the past 13 years, it
lapsed in late 2018 and is no longer in effect.
In December 2018 (CMR #9767) the City Council reviewed the status of the Roth Building
project and directed staff, over the next six months, to validate the PAM’s recent fundraising
milestone of $1.75 million - a target set by Council for a certain period of time, between 2017
and 2018. The PAM at this time articulated fundraising of $1.86 million towards the City’s $1.75
City of Palo Alto Page 4
million challenge. At that time, the Council also directed staff to update the option and lease
agreement, which had not been updated since 2007, for later consideration by Council.
In working to complete the validation of the fundraising milestone of $1.75 million that was
discussed on December 2018, staff engaged a consultant to review the pledges, cash, and
fundraising activities of PAM to confirm the fundraising goal was met prior to beginning
drafting new agreements. On March 2, 2020 (CMR 10276) the City Council reviewed the
consultant report and the progress of PAM’s fundraising to meet the $1.75 million target and
articulated gross fundraising efforts as well as those funds raised net of expenses incurred. At
this meeting, the Council approved the following motion which is currently guiding staff work:
A. Move forward with options for an RFP, including potential rezoning of the site;
B. Additionally, include a possible shared space arrangement;
C. Return to City Council by Monday, May 4, 2020 with a status report; and
D. Refer to the Finance Committee discussion of the possibility that the City fund the
build-out [this was intended to be specifically related to the current PAM partnership
and build-out]
On June 15 staff provided an update on the Roth Building (CMR 11287) as requested in part C of
the March 2 meeting motion. This item provides information and a forum for a discussion on
part D for potential direction to the City Council. As staff and PAM have been partnering
through this period to explore options and the path forward on this project, work on part A was
paused as well as drafting work on documents to extend the option and lease agreement. It is
expected that this discussion with the Finance Committee will be brought to the full City
Council for action as appropriate.
Discussion
Staff is seeking Finance Committee consideration of potential project elements, including
potential funding options and finance limitations and recommend next steps for City Council
consideration. There are two primary elements for the Finance Committee to consider in order
to facilitate the partnership between the City and the PAM:
1. Roth Facility and Funding of the Rehabilitation of the Building
2. Lease Agreement Between the City and the PAM
The various sections below articulate the PAM request for City support and partnership and
provide details associated with the elements above. These details provided below are intended
to assist the committee in informing their recommendation to the City Council. Staff have
provided options for the Committee’s consideration that are not intended to be mutually
exclusive or all-encompassing but examples for consideration.
City of Palo Alto Page 5
The PAM request is attached to this report and outlines the requested City partnership and
financial support to continue this rehabilitation and opening of a museum (Attachment A).
Staff recommends that the Finance Committee recommend City Council direction to pursue
one of the options outlined in the Executive Summary.
Based on the PAM request, and the direction from the City Council, staff has focused this report
on the review of potential options of funding Phase 1 of the Roth Building project including the
funding gap and impacts of use of those funding sources. The allocation of additional City
financial support will require a prioritization of resources as the City continues to face a
significant recession, impacting key revenues that support City operations and capital
investments.
PAM has partnered with Vance Brown for construction contract services for the Phase One
Rehabilitation project. Currently the Palo Alto Museum has two phases planned:
Phase 1 which is the rehabilitation and build out of the facility to make it suitable for
occupancy also known as a “warm shell” estimated at $10.5 million; and
Phase 2 which is the interior build out of the museum and exhibits readying the facility to
welcome visitors estimated at $8 million.
Approximately $1.8 million has been spent by PAM on the prep work for design and ultimately
permit acquisition and approval for the current rehabilitation plans of the facility. These plans
conform to requirements as a historical building and allow for the use of Transfer of
Development Rights (TDR) proceeds to fund improvements. Based on work with Vance Brown,
it is estimated that the remaining cost for the build out of Phase 1 would be $10.5 million.
Over the past several months staff has met with PAM to discuss options for moving forward on
the Phase 1 Roth Building museum project. Options discussed have ranged from a minimal
rehabilitation and construction of the building, known as the “cold shell” option, to reviewing
different funding sources for a full build out of the museum to satisfy Phase 1. Incorporated as
an attachment to the staff report (Attachment A) is a letter from the PAM on requested funding
and partnership goals necessary to rehabilitate the facility and ultimately open a new museum.
Based on this request, staff has pulled together financial information for the Finance
Committee’s review and discussion. Based on the Finance Committee’s direction staff would
defer returning with an RFP option until the financing options discussion is complete.
Palo Alto Museum’s Request of the City & Identified Community Contributions Summary
1. Fund the remaining Phase 1 construction cost, PAM estimates at $3.71 million from
possible library, community center, or parks impact fees.
2. Issue a 40-year lease between the City and the PAM, which would allow for donor funds
to be released for construction costs in Phase 1.
3. Commit to a partnership for the rehabilitation of the Roth Building and for mutual long-
term success.
City of Palo Alto Page 6
This request above is very similar financially to Option B noted above in the Executive
Summary.
As outlined by the PAM in the attachment the establishment of the museum at Roth is
expected to bring a number of contributions to the community. Those include:
• A park restroom for park visitors (as required by the initial RFP)
• Permanent home for the City-owned historic archives
• Community meeting spaces
• Palo Alto and Stanford exhibits
• Supplements to required studies for second through fourth grade students
• Lab of evolving technologies for all students
• A park-side café
• Venue for speakers and authors
Together with these contributions PAM makes the point that the project is shovel ready and is a
fast and cost-effective way to restore the historic Roth Building.
Estimated Project Options and Funding
Based on estimates from PAM’s contractor, the following reflect project estimated costs for
Phase 1. All costs for Phase 2, estimated at $8 million, including the build out of the museum
interior including exhibits are expected to be funded by PAM donations in order to ready the
facility for opening, though some significant donations have been pledged for this work
according to PAM Initial opening of the Museum to the public would be within the first year
after rehabilitation is completed. Museum installation will be expanded in stages; refer to the
Museum’s 7-year budget plan (Attachment C). It is important to note that this estimate does
not have solidified subcontractor awards and would be subject to change upon approval to
begin Phase 1.
• $6.5 million estimated to complete a “cold shell” option (a partial Phase 1 completion)
• $10.5 million estimated to complete Phase 1 rehabilitation (if completed in stages,
additional cost of $500,000 plus inflation costs expected)
City of Palo Alto Page 7
“Cold Shell” Option: $6.5 million construction cost estimate
The “cold shell” option is a recent idea that would result in a renovated Roth Building
addressing major structural issues, such as water intrusion, seismic upgrades and the
temporary back wall. This option would structurally fortify the facility, however, would stop
short of improvements needed for occupancy of the building by the Museum or any other
possible tenant. As such the “cold shell” option eliminates certain work items and their cost
from the construction plan including but not limited to landscaping; millwork and running trim;
doors, frames and hardware; ceramic tile; floor finishes; toilet part/access and lockers;
elevators; and telephone and data wiring. The reduced “cold shell” option is estimated to cost
$6.5 million vs. the approximate $10.5 million for the full Phase 1 construction. The cold shell
improvements would take an estimated ten-to-twelve months to complete. A breakdown of the
tasks for the cold shell option is shown in Attachment B as provided by Vance Brown, the PAM
construction contractor.
A potential downside of the cold shell option is the added cost once the buildout phase of the
museum is started. Assuming a delay between the finish of the cold shell option and the start of
phase two there could be an added cost of up to approximately $0.5 million plus inflation costs.
This is attributed to the lack of overlap between the construction activity and the off boarding
and re-onboarding of the construction trades. In other words, there would be no concurrent
work performed and the efficiencies of such work. If there was no gap between the two phases
this cost would be reduced or eliminated.
Current Funding Summary & Additional Funding Approaches
The funds identified for the Phase 1 rehabilitation project are outlined in the table below. It
includes a review of already pledged funds either by way of grants, City, and PAM financial
support. All these funds, except for the PAM cash on hand can be used to complete either a
cold shell or the full Phase 1 rehabilitation project. Stipulation on these funds include a project
in line with the expectations of TDRs1 and the development of the City archives. The PAM cash
on hand and pledges, in the category below, may be used for either of these projects, however,
they require completion of a long-term lease agreement with PAM for the operation of the
museum.
The gap in funding is between $0.2 million and $4.2 million depending on the cold shell ($6.5
million) or the full Phase 1 rehabilitation completion ($10.5 million) and assumption
surrounding available pledges.
As directed by the Council, and in response to the request by PAM for additional funds, the next
category in the table outlines potential additional funding sources for the completion of either
a cold shell or the Phase 1 rehabilitation. It also begins to articulate the impacts of providing
this additional funding. Following the table is a description of each of the funding sources, the
tradeoffs that will require City Council realignment of priorities through defunding of planned
1 Transfer of Development Rights (TDRs) funds must be used for the rehabilitation of a city-owned building in the
historic or seismic categories listed in PAMC Section 18.28.060.
City of Palo Alto Page 8
projects to assist the Committee and Council in their deliberations. Potential funding options
for the Finance Committee and City Council’s consideration include the General Fund, General
Capital Improvement Fund, impact fees, Stanford University Medical Center Parties (SUMC)
funds, or additional museum funds. Regardless of the funding source, this additional
investment would require reprioritization of existing financial resources and commitments.
In addition, as noted by the preliminary fiscal update provided on October 19, 2020 (CMR
#11596), the City remains in a serious fiscal environment due to the longstanding pandemic and
resulting economic slowdown. Notably, the City has seen significant reductions in key General
Fund tax revenues such as transient occupancy tax (TOT) and sales tax. Continued fiscal
uncertainties remain and due to the significant reduction in estimated TOT receipts, a
rebalancing of the General Capital Improvement Plan will be necessary to align with current
estimates in early 2021. Council direction on October 19 include waiting to see
City of Palo Alto Page 9
TABLE 1: SUMMARY OF PHASE 1 PROJECT FUNDING
AV
A
I
L
A
B
L
E
F
I
N
A
N
C
I
A
L
S
U
P
P
O
R
T
Fun
d
s
a
r
e
e
i
t
h
e
r
a
l
r
e
a
d
y
s
e
t
a
s
i
d
e
i
n
c
i
t
y
/
PA
M
fu
n
d
s
or
a
w
a
r
d
e
d
g
r
a
n
t
s
FUNDING SOURCE
ESTIMATED
FUNDING
CONTRIBUTION
PROJECTED
GAP TO
PHASE 1
$10.5M
TDR proceeds and a $1.0 million contribution from
the General Fund
$4.9 M
Grants from the County of Santa Clara
(roof replacement $0.3 million)
$0.3 M
Library impact fees designated for the
establishment of the City archives
$0.3 M
PAM cash on hand (MGO reports approximately $0.8
million available with some needs for operating costs)
$0.5 M
Readily Available Funds $6.0 M ($4.5 M)
PL
E
D
G
E
S
fu
n
d
s
a
r
e
n
o
t
re
c
e
i
v
e
d
v
e
r
b
a
l
/
wr
i
t
te
n
d
o
n
o
r
su
p
p
o
r
t
PAM pledges; MGO Audit report estimated $0.2
million are more likely to be collectable $0.2 - $0.5 M
Additional Funds including pledges $6.2 - $6.5 M ($4.0 – 4.3M)
AD
D
I
T
I
O
N
A
L
C
I
T
Y
FI
N
A
N
C
I
A
L
S
U
P
P
O
R
T
Re
q
u
i
r
e
s
i
d
e
n
t
i
f
i
c
a
t
i
o
n
o
f
r
e
v
i
s
e
d
pr
i
o
r
i
t
i
e
s
o
f
i
n
v
e
s
t
m
e
n
t
Additional City Impact Fees $0.6 M
Additional City Impact Fees requires defunding
planned projects
(Rinconada Park Improvements per the approved Parks Master
Plan and Library Automated Material Handling)
$2.5 M
SUMC or General Fund/General Capital
Improvement Fund
Requires defunding existing projects impacting the 2014
Council Infrastructure plan projects
$1.2 M - $0.9M
$10.5 M $0
Impact Fees
Impact fees may be used for the refurbishment of existing buildings however they may not be
used for operations or future maintenance of capital improvements. The Mitigation Fee Act
allows cities to levy impact fees on developments to mitigate the demand for public facilities
reasonably related to the development project in order to “(1) refurbish existing facilities to
maintain the existing level of service or (2) achieve an adopted level of service that is consistent
with the general plan” (Government Code Section 660001(g)). The Mitigation Fee Act, the
Municipal Code, other statutes, and case law place limits on how fees may be levied and used.
The use of the funds must also comply with City code, which provides that the library fee may
be used for “development and improvements to libraries,” the park fee may be used for
“acquisition of land and improvements for neighborhood and district parks,” and the
City of Palo Alto Page 10
community center fee may be used for “development and improvements to community
centers” (PAMC § 16.58.020(a)-(c)).
• Must comply with the allowed uses specified in the Municipal Code (see PAMC §
16.58.020(a)-(c)).
• Must be used for capital costs (construction of new building, refurbishment of existing
building, build-out of new space).
• May not be used for operation and maintenance of an improvement.
• May not be used to address existing deficiencies in public facilities (i.e., insufficient
parkland to meet existing needs); must be used to address the impacts (i.e.,
deterioration of the service) due to new and future development (development paying
the impact fee).
Development impact fees may pay for improvements to existing buildings, to build new
buildings, and to pay for new impacts and increased public use resulting from new
development.
Below are the development impact fees that the Museum has suggested might be considered
surrounding further investment in the Roth Building, and their potential eligibility for use. These
funds would have to go towards specific parts of the rehabilitation project to fund eligible
improvements. Available funds of $600,000 may be dedicated to the Roth Building
rehabilitation, depending on qualifying square footage allocations, without impacting the 2021-
2025 capital improvement plan (CIP) as reviewed by the Council as part of the adoption of the
FY 2021 Capital Budget. Up to $3.1 million may be available depending on qualifying square
footage allocations and the defunding of currently planned capital investments outlined as part
of the five-year CIP.
City of Palo Alto Page 11
TABLE 2: DEVELOPMENT IMPACT FEE FUNDING ELIGIBILITY AND AVAILABILITY
FUNDING
SOURCE ELIGIBLE?
PURPOSE &
AUTHORITY FOR
COLLECTION
POTENTIAL USES
IDENTIFIED
(FOR FUNDING ROTH)
AVAILABLE/
ELIGIBLE
FUNDS
ARE THESE FUNDS
ALLOCATED TO A DIFFERENT
CAPITAL PROJECT IN THE FY
2021-2025 CIP?
IMPACT FEE -
COMM. CTR.
(211)
Maybe Fees imposed on
new residential and
non-residential
development
approved after Jan
28, 2002 for
Community Centers.
PAMC Ch. 16.58
To use these funds, the Roth
Building would need to
contain aspects qualifying as
a community center (as
defined by the nexus study).
Potentially eligible funds
reflect 19.4% of the building:
community room, board
room, and education spaces.
$0.1M /
$2.3M
Yes: Funding beyond $0.1M
would require defunding
Rinconada Improvements (PE-
08001, $2.4M) which coincides
with the JMZ upgrade project and
upgrade to the entire area for the
new JMZ and surrounding areas.
These fees would also be a
potential funding source for
community center improvements
such as Cubberley
IMPACT FEE -
LIBRARY (212)
Yes Fees imposed on
new residential and
non-residential
development
approved after Jan
28, 2002 for
Libraries. PAMC ch.
16.58
To use these funds, the Roth
Building would need to build
additional library space.
Eligible funds reflect 6.7% of
the building occupied by City
archives.
$0.2M /
$0.5M
($0.5M / $0.8M
total funding
incl. dedicated
$300,000)
Yes: Funding beyond $0.2M in
available funds would require
defunding Library Automated
Mat'l Handling (LB-21000,
$0.6M). The Automated Materials
Handling (AMH) machine will
automate check-in of Library
materials at smaller library
branches to increase efficiency.
Budgets for FY21 and beyond
were created based on the
allocation of Impact Fee funds to
this AMH project and the
Children’s Library reopening
would be impacted.
IMPACT FEE -
PARKS (210)
Yes Fees imposed on
new residential and
non-residential
development
approved after Jan
28, 2002 for Parks.
PAMC Ch. 16.58
To use these funds, the Roth
Building could build a
bathroom outfacing and
accessible to the park.
Assumes average cost to
build a new restroom as
assumed in the five-year CIP.
$0.3M /
$0.3M
No
Stanford University Medical Center Funds (SUMC)
In 2011, the City of Palo Alto entered into a Development Agreement between the City of Palo
Alto and the Stanford University Medical Center Parties (SUMC). Funds received in Fiscal Year
2012 as part of this agreement were used in Fiscal Years 2013, 2014, and beyond as outlined in
the agreement and approved by the City Council. In Fiscal Year 2018, the City received the final
payment of $11.8 million, for a total principal amount of $44.3 million over the course of the
development agreement. The funds received per the development agreement are allocated for
specific purposes, which include funding for the 2014 City Council approved Infrastructure Plan.
Significant details were provided to the Finance Committee in December 2019 and can be
found here CMR 10643.
These funds were separated into six different buckets to guide and prioritize spending:
Community Health & Safety, Expansion Cost Mitigation, Intermodal Transit, Quarry Road
Improvements, Infrastructure and Affordable Housing, and Climate Change & Sustainable
Communities. Over half of these funds have been spent and nearly $16 million in remaining
City of Palo Alto Page 12
balances are programmed for various capital projects over the five-year CIP ($14.6 million
between FY 2021 and FY 2023). Projects to be funded by this resource include but are not
limited to City Council approved 2014 Infrastructure Plan projects Fire Station 4 Replacement,
Public Safety Building, Bicycle and Pedestrian Plan, Quarry Road Improvements and Transit
Center and Railroad Grade Separation (train crossings).
A balance of less than $3 million remains unallocated in the “Community Health and Safety”
expense category to be used on community‐based health and wellness programs that benefit
residents of the City. Funds in this category have been used for Project Safety Net investments
and support in the past.
General Fund and General Capital Improvement Fund
The General Fund and the General Capital Improvement Fund provide primary unrestricted
funding that would be eligible for investment in the Roth Building. However, the City has seen
unprecedented financial impacts as a result of the current public health emergency. The
General Fund or General Capital Improvement Fund could be an immediate source of funds if
priorities are rearranged and planned projects are defunded or deferred more than five years
to support a transfer to the Roth Building project. As is noted in the FY 2021 budget
deliberations, adoption, and preliminary 1st Quarter financial report, due to the significant
reduction in estimated TOT receipts (up to an $11 million shortfall from budgeted estimates), a
rebalancing of the General Capital Improvement Plan will be necessary to align with current
revenue estimates. Therefore, additional financial support of this project would further
constrict and require the deferment or cancelation of scheduled projects. Consideration of this
significantly constrained environment is critical.
As part of the development of the FY 2021 Capital Budget and 2021-2025 Capital Improvement
Plan, General Capital Improvement Fund projects were reviewed and ranked to provide an
analysis on the impact of the reprioritization and rebalancing needed for FY 2020-2021 budget
adoption in light of the City’s fiscal challenges. Projects comprised of mostly maintenance and
keep-up work for Buildings and Facilities and some Parks and Open Space were determined to
have a lower impact if reprioritized further in FY 2021. Examples of these types of projects
include building system improvements, roofing replacements, waterproofing and space
reconfiguration for City Hall, and streets and sidewalk maintenance (which has already been
reduced in FY 2021). The impact of deferring maintenance and keep-up projects is the
increased health/safety issues that would cause an immediate need to perform work or shut
down a facility. Other risks include an increased potential to replace instead of repair
equipment/systems that were not regularly maintained. All these potential impacts could lead
to increased overall costs.
City of Palo Alto Page 13
Additional Funding Updates - Grants
The City was awarded two grants for the Roth Building improvements in April 2020 from the
Santa Clara County Historic Resources Grant Program for the restoration of the original clay tile
roof ($303,000) and a third grant for the protection and restoration of the Arnautoff Frescoes
($105,000). The roof grant is the second grant awarded for construction costs associated with
roof replacement and repair for a total of $303,000 for these costs. Below are the three grants
currently awarded to the City with PAM as of the date of this information report transmittal:
- Santa Clara County Historic Resources Grant Program 2018 award for roof replacement
of $103,000;
- Santa Clara County Historic Resources Grant Program 2019 award for roof replacement
of $200,000; and
- Santa Clara County Historic Resources Grant Program 2019 award for frescoes of
$105,000.
Post Construction Funding
Assuming full construction of Phase 1 rehabilitation, PAM will need funding to develop the
museum and its exhibits and ongoing expenses. PAM has presented a financial forecast
(Attachment C) that funds these needs largely through donations and grants starting in year
one after construction.
Lease (or Lease Option) and Basic Terms
To proceed with the PAM partnership, as revised and updated, the parties would need to enter
into a new lease agreement, or option to lease agreement if PAM has not met certain
thresholds to execute the lease.
As PAM outlines in their request, they are seeking a 40-year long term lease for $1 and be in
place for donor funds to be dedicated towards the building of a “cold shell” or the completion
of Phase 1 rehabilitation in full. For example, in order for the $500,000 of PAM cash on hand to
be used towards funding a lease with the City would need to be executed. With a few
exceptions, the basic terms from the 2007 option and lease agreement (option no longer in
effect, and lease never executed) remain the goal. Potential lease terms similar to the past
lease could include items such as:
• term of 40 years
• demonstration of financial commitments
• develop and operate a museum at no cost to the City
• public restroom available adjacent to the park to be maintained by the City, and
community meeting room
To facilitate this, PAM has expressed a desire to allow sharing of space with a for profit entity,
expanding their options beyond the current terms which stipulate a non-profit organization
only. The shared space option is potentially helpful by possibly reducing cost to the PAHM or
bringing in new revenue. This sharing of space would need to be in alignment with any
City of Palo Alto Page 14
restricted funds such as donor funds or impact fee funds used in the rehabilitation of the
building.
Potential Options Summary
Staff is seeking Finance Committee consideration of potential project elements, including
potential funding options and finance limitations. Staff recommends that the Finance
Committee recommend City Council direction to pursue one of the following options or a
variation of:
Option A: Recommend the City Council direct staff to identify funding for a “cold shell”
construction project ($6.5 million) including use of “Available Financial Sources” as
identified in Table 1, with additional funding needs to be identified by the City
ranging between $500,000 - $1.0 million and return to the City Council with both
additional funding and a lease option or lease agreement with the Palo Alto
Museum for a finite period.
Option B: Recommend the City Council direct staff to identify funding for a full rehabilitation
of the Roth building (Phase 1 of the Roth Building project as outlined by PAM, $10.5
million) including use of “Available Financial Sources” and “Pledges” as identified in
Table 1, with additional funding needs to be identified by the City ranging between
$4.0 - $4.3 million and return to the City Council with both additional funding and a
long-term (40 year) lease agreement with the museum.
Option C: Recommend the City Council direct staff to continue with the prior direction
provided by the City Council on March 2, 2020 and return to the City Council with
options for the issuance of a Request for Proposal (RFP) including potential
rezoning of the site and long term-ground lease structure.
Option D: Recommend the City Council direct staff to explore variations of the above options,
or similar direction provided in the past by the City Council such as recommend the
City Council provide the PAM a fundraising target and timeline to raise additional
funds (net of expenses incurred) for the project and direct staff to return to the City
Council with a long-term (40 year) lease agreement with the museum that includes
a termination clause should there be project delays or lack of funding within a
designated period of time.
City of Palo Alto Page 15
As noted above, staff is seeking Finance Committee recommendation for City Council
consideration. These options are not intended to be mutually exclusive or all-encompassing,
they are examples for the Committee’s consideration.
Stakeholder Engagement
Staff continues to meet with representatives of PAM including their construction contractor to
discuss the current status of the project, shared space options, phasing of the construction
project, and any additional potential next steps. In addition, staff continues to discuss funding
feasibility, legal restrictions, zoning options, as well as construction details with necessary
partner departments including but not limited to Public Works, Community Services, the City
Attorney’s Office, and Planning & Development Services departments.
Resource Impact
Additional financial contribution ranging between $0.2 million to an estimated $4.2 million are
necessary to close the gap in funding for either a “cold shell” or the completion of the Phase 1
construction rehabilitation project. Depending on the funding options selected, impacts to the
current priorities outlined in the City Council approved FY 2021-2025 Capital Improvement Plan
will require City Council action to rebalance.
Environmental Review
The proposed action is to provide direction on next steps for staff efforts with respect to the
future use of the Roth Building and does not constitute approval of a project under the
California Environmental Quality Act (CEQA).
Attachments:
• Attachment A: Palo Alto Museum (PAM) Memorandum
• Attachment B: Roth Building Construction Budget
• Attachment C: Palo Alto Museum (PAM) Fiscal Operating Plan
October 6, 2020
TO: Finance Committee, City of Palo Alto
FROM: Rich Green, President, Palo Alto Museum
CC: Kiely Nose, Director of Administrative Services
David Ramberg, Assistant Director, Administrative Services
RE: Oct. 20, 2020 Agenda Item #1: Roth Building Rehabilitation
Thank you for the opportunity to address the City Council Finance
Committee on October 20, 2020. In preparation for that meeting, we
wish to share the following information.
From Problem to Asset
Time is of the essence. The Roth Building is deteriorating rapidly, and
timing is critical to ensure the building’s continued status as a National
Register landmark. We need to move quickly before the building is even
more challenging to rehabilitate.
Partnership between the City and the Museum is the most expedient
and cost-effective path to full rehabilitation and public use of the Roth
Building.
Shovel-ready Project:
•The Museum has invested over $1.8M to secure fully-vetted and approved
construction plans.
•A construction contract with Vance Brown Construction and valid building
permits are in place.
•No other tenant could fill these requirements in a timely manner.
Significant Rehabilitation Funding is Already in Place:
•PAHM secured the building’s place on the national and state historic
registers, enabling preservation funding opportunities including TDRs
and County grants totaling over $4M.
•Over 1,000 community donors have contributed more than $1.5M
toward the rehabilitation project.
PO BOX 676 | PALO ALTO, CA 94302
PALOALTOMUSEUM.ORG
650.322.3089
HONORARY CO-CHAIRS
Clayborne Carson, PhD
Dean T. Clark, MD
Gloria Hom, PhD
David M. Kennedy, PhD
Susan Packard Orr, MBA
BOARD OF DIRECTORS
Rich Green, President
Patricia Sanders, Vice President
Lanie Wheeler, Treasurer
Monica Yeung Arima
Beth Bunnenberg
Kevin Curry
John King
Doug Kreitz
Hal Mickelson
John Northway
Nelson Ng
Steve Staiger
STAFF
Laura Bajuk, Executive Director
Crystal Taylor, Assistant Director
Lynette York, Bookkeeper
A community-driven effort supported by
numerous individuals, corporations,
foundations, Santa Clara County and
the City of Palo Alto.
Founding Supporters:
Palo Alto Historical Association
University South Neighborhood Association
Palo Alto-Stanford Heritage
Museum of American Heritage
Endorsed by:
Palo Alto Woman’s Club
Palo Alto Chamber of Commerce
Professor Gordon Chang, Stanford
Stanford Historical Society
Stanford Special Collections & University
Archives
Palo Alto Housing Corporation
Pacific Art League
Canopy
Tax ID No. 77-0634933
Attachment A
• With rising construction costs, the total remaining construction project is now
$10.5M. With the bulk of the funds successfully committed, the gap to complete
rehabilitation is $3.71M. (see funding illustration below)
We have identified several ways for the City to fund the rehabilitation balance without
impacting the General Fund. Several City functions or required spaces will be housed in the
new Roth Building. City support for the costs of developing those spaces, including the pro
rata cost of Common Areas, would include:
• Library Impact Fees. The City-owned Archives, an extension of the library function
and previously located at Rinconada Library, will occupy 6.7% of the building, which
amounts to $1,051,955.
• Community Center Impact Fees. The City-required meeting, event (including the
Community Room and Board Room) and education spaces will occupy 19.4% of the
building, which amounts to $3,051,426.
• Parks and Recreation Impact Fees. The City-required restroom exclusively serving
Heritage Park is valued at $350,000.
• Exhibit areas will focus on both Palo Alto and Stanford histories, celebrating a rich,
intertwined heritage in a way that justifies use of additional funding from the
Stanford Medical Center Development Fees.
We ask that the City Council take the following decisive actions:
1) Fund the remaining construction cost as outlined above and in keeping with City
investment in other, similar community projects in City-owned buildings.
2) Issue a lease between the City and PAHM. A 40-year, renewable lease is the minimum
required for historic preservation funding and many grants. Once in place, PAHM can
release donor-restricted funds and begin construction.
3) Commit to a full, consistent City-Museum partnership for the rehabilitation of the Roth
Building. City support is ESSENTIAL to our progress. We ask that both parties commit to a
partnership with mutual desire for long-term success.
This is a chance to re-engage, together, in full partnership. We appreciate the support you
have shown in the past and believe that our suggested course is the best option for saving
the Roth Building and laying the foundation for the Museum this community so strongly
desires.
Attachment A
Palo Alto Museum Capital Funding
Total cost of rehabilitation project $12.3M
Soft costs architecture, permits, etc. PAID* ($1.8M)
Total current construction budget $10.5M
Museum Cash on hand ($ 0.5M)
Museum Pledges outstanding ($ 0.92M)
TDRs (Museum generated)($ 3.103M) (incl interest)
TDRs (other)($ 0.667M)
County grant ($0.1M requires public use)($ 0.3M)
City repair, restoration rear wall ($ 1.0M)
Library impact fees ($ 0.3M)
Total available for rehabilitation construction ($ 6.79M)
Gap to fully fund rehabilitation $ 3.71M
County grant to fund Arnautoff fresco restoration ($0.1M)* The Palo Alto Museum has paid all up-front costs
Birge Clark
Attachment A
Attachment B
Palo Alto Museum: OPERATIONS BUDGET: 7-Year Forecast & Milestones Revised 8.24.2020
1 2 3 4 5 6 7
CONSTRUCTION INSTALL & OPEN MUSEUM MUSEUM FULLY OPERATIONAL AND GROWING
Roth Building Rehabilitation: (two
year estimate; separate budget)
•Prepare for short- and long-term
exhibits and educational
programs (planning, researching,
hiring).
•Continue developing community
partnerships and programs.
•Establish mechanisms for
membership, planned giving and
other fundraising options
available to an open museum.
Open the museum: public
access to:
•Opening exhibits
•Guy Miller Archives
•Quarterly community
programs (min.)
•Education and school
outreach programs
•Community meeting/
program spaces (board
room, community room,
education space)
•Coffee cart
•Museum shop kiosk
•Heritage Park restroom
Expand museum services.
•Permanent exhibit launches.
•Add electronic and immersive
media to exhibit spaces.
•Collections accessible.
•Café open.
•Museum store expanded.
•Community programs expand,
often in collaboration with other
organizations.
Campaign goals completed.
•Changing galleries (2) debut new
exhibits every year.
•Permanent exhibits refreshed every 3-
5 years going forward.
1 2 3 4 5 6 7
REVENUE $998,750 $1,701,250 $4,302,250 $2,951,880 $2,475,024 $2,094,447 $2,067,636
EXPENSES $412,472 $1,239,156 $2,933,656 $2,409,998 $1,759,632 $1,539,050 $1,446,711
$0
$500,000
$1,000,000
$1,500,000
$2,000,000
$2,500,000
$3,000,000
$3,500,000
$4,000,000
$4,500,000
$5,000,000
PAHM 7-Year Operations Budget Projection
Attachment C
Palo Alto Museum: OPERATIONS BUDGET: 7-Year Forecast & Milestones Revised 8.24.2020
Budget Detail by Category Year 1 2 3 4 5 6 7
(Construction budget separate - not included here) CONSTRUCTION INSTALL &
OPEN MUSEUM MUSEUM FULLY OPERATIONAL AND GROWING v2.3 (abbreviated) 8.25.2020 Cold Shell Completion
REVENUE $ 998,750 $ 1,701,250 $ 4,302,2501 2 $ 2,951,880 $ 2,475,024 $ 2,094,447 $ 2,067,636
EA
R
N
E
D
Mission: Special exhibit admission fees3, memberships, public program fees, school
and education program fees, history book sales proceeds (net) 20,500 31,000 36,000 58,500 69,495 77,750 89,750
Space Use Fees & Other: Café and museum shop (% of vendor income), event
rentals (net), other tenant space (3,509 sf @ $6/sq ft)4, interest, fundraising event
(net), endowment income (draw 4% of capital)
18,250 20,250 197,250 316,510 530,808 643,144 755,522
CONTRIBUTED: donations, corporate gifts, sponsorships, grants, museum-only pledges
fulfilled 960,000 1,650,000 4,150,0005 2,710,000 2,110,000 1,660,000 1,560,000
EXPENSES $ 412,472 $ 1,239,156 $ 2,933,656 $ 2,409,998 $ 1,759,632 $ 1,539,050 $1,446,711
PE
R
S
O
N
N
E
L
Employee Expenses: exec. director, development director, assistant director,
curator of exhibits & collections, collections & exhibits asst., development asst.,
bookkeeper. Includes employee wages, costs & benefits.
229,282 425,510 553,309 624,128 646,866 676,491 700,336
Professional Fees/Independent Contractors: Construction Liaison. Exhibit
content writer, editor, exhibit designer, exhibit technician, graphic designer,
development/ board training consultant, CPA/audit services, legal, IT support, web
design, virtual museum
73,000 234,375 121,675 95,833 95,999 96,173 96,355
NO
N
-PE
R
S
O
N
N
E
L
Mission Delivery: exhibition supplies - printing, cases, paint, tools, supplies, gallery
maintenance, acquisitions, conservation, collections supplies, archival materials,
catalogs, brochures, signage, translation, transportation
11,450 475,450 1,985,300 1,498,950 809,865 544,772 411,609
Administration/Governance: insurance, telephone/internet, copier contract,
office supplies, hardware, software subscriptions, printing, furniture, fixtures &
equipment allowance (1-time), org. dues, stock sale fees, filing fees, credit card
processing fees, postage, offside collections storage rental, etc.
48,140 52,803 130,458 31,463 32,621 33,736 34,912
Fundraising/Development & Outreach: printing, supplies, marketing 49,800 45,518 46,264 47,074 48,459 49,626 50,814
Facility/Maintenance6: tech/handyman, janitorial, security, landscape
maintenance, repair, elevator, general supplies, lighting maintenance supplies,
property & general liability insurance, utilities.
800 5,500 93,550 109,140 122,070 134,127 148,146
NET7 $ 586,278 $ 462,094 $ 1,368,594 $ 541,882 $ 715,392 $ 555,397 $ 620,924
1 $2M budget makes PAM eligible for larger grantors, such as the Hearst Fdtn.
2 2M+ revenue triggers audit (Cal Nonprofit Integrity Act)
3 Regular Museum admission is free, per our agreement
4 No charge for City space use - 2,842 sq. ft @ $6/sq ft = $17,000 annual value of donated space
5 Peery Family Fund pledge of $2M redeemed once Museum opens
6 Facilities numbers need updating with City assistance
7 Net surplus moved into savings/reserves/endowment or donor-designated funds, per policies established by the board of directors
FINANCE COMMITTEE
ACTION MINUTES
Page 1 of 3
Special Meeting
November 17, 2020
The Finance Committee of the City of Palo Alto met on this date via virtual
teleconference at 6:00 P.M.
Present: DuBois, Kniss, Tanaka
Agenda Items
1.Discussion With the Palo Alto History Museum and Recommended
Direction to the City Council Regarding Options for the Rehabilitation
and Future use of the Roth Building Including: Funding, Construction
Phasing, and Financial Support Requested by the Museum.
MOTION: Vice Mayor DuBois moved, seconded by Council Member xx to
recommend the City Council ask Staff to identify funding for the full
rehabilitation of the Roth Building and to bring this item to Council.
MOTION FAILED DUE TO LACK OF A SECOND
MOTION: Council Member Kniss moved, seconded by Vice Mayor DuBois to
recommend the City Council direct Staff to identify funding for a “cold shell”
construction project ($6.5 million) including use of “Available Financial
Sources” as identified in Table 1, with additional funding needs to be identified by the City ranging between $500,000 - $1.0 million and return to
the City Council with both additional funding and a lease or lease option
agreement with the Palo Alto Museum for a finite period. Some funding, such
as Palo Alto Museum (PAM) donor funds, necessitate using PAM approved
plans, and to identify other potential funding options.
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to have Staff work with museum staff to suggest
a length of time for the museum to have enforceable lease terms, subject to
conditions.
MOTION AS AMENDED RESTATED: Council Member Kniss moved,
seconded by Vice Mayor DuBois to recommend the City Council direct Staff
to:
ATTACHMENT B
ACTION MINUTES
Page 2 of 3
Sp. Finance Committee Meeting
Action Minutes: 11/17/2020
1. Identify funding for a “cold shell” construction project ($6.5 million)
including use of “Available Financial Sources” as identified in Table 1, with additional funding needs to be identified by the City ranging
between $500,000 - $1.0 million;
2. Return to the City Council with both additional funding and a lease
or lease option agreement with the Palo Alto Museum (PAM) for a
finite period; some funding, such as PAM donor funds, necessitate using PAM approved plans, and to identify other potential funding
options; and
3. Direct Staff work with museum staff to suggest a length of time for
the museum to have enforceable lease terms, subject to conditions.
MOTION AS AMENDED PASSED: 3-0
Council took a break at 8:21 P.M. and returned at 8:30 P.M.
2. Finance Committee Recommends the City Council Approve
Amendment Number 1 to Contract Number C19171565 With Brown
and Caldwell for Professional Design Services on the Secondary
Treatment Process Upgrade Capital Improvement Project (WQ-19001)
at the Regional Water Quality Control Plant to add Services, Increase
Compensation by $1,500,745 for a new Maximum Compensation
Not-to-Exceed $4,424,101, and to Extend the Contract Term Through
September 30, 2025.
MOTION: Chair Tanaka moved, seconded by Council Member Kniss to
recommend the City Council:
1. Approve and authorize the City Manager, or his designee, to
execute Amendment No. 1 to Contract No. C19171565 with Brown
and Caldwell to increase the contract amount by $1,500,745 to provide design engineering services beyond the original scope of
the contract for the design of the Secondary Treatment Process
Upgrades Project (CIP WQ-19001);
2. Extend the term through September 30, 2025;
3. Have the revised total contract amount not exceed $4,424,101,
including $4,021,911 for basic services and $402,191 for additional
services;
4. Direct Staff perform a commercial comparison of rates; and
ACTION MINUTES
Page 3 of 3
Sp. Finance Committee Meeting
Action Minutes: 11/17/2020
5. Direct Staff compare the Operating Share versus the Capital Share
versus the Maximum Flow Capacity.
MOTION PASSED: 2-0 DuBois absent
Adjournment: The meeting was adjourned at 9:14 P.M.
City of Palo Alto
COLLEAGUES MEMO
December 14, 2020 Page 1 of 2
(ID # 11865)
DATE: December 14, 2020
TO: City Council Members
FROM: Council Member Fine, Council Member Cormack
SUBJECT: COLLEAGUES MEMO ON SAFE STORAGE OF FIREARMS
Objective
To protect the safety of Palo Alto residents, visitors, and public safety personnel by adopting
local legislation that requires the safe storage of firearms in residences.
Recommendation
We recommend that the Council direct the City Attorney to return to Council with an ordinance
to require the safe storage of firearms in residences.
Situation
Suicides and accidental deaths by firearms are one of the leading - and most preventable -
causes of death in the United States. Nearly 40,000 lives were lost to firearms in 2017, the most
recent year with complete data, and there are indications the number is rising1. Suicides
account for 6 out of 10 firearm related deaths.
For non-fatal shootings, the numbers are much higher. According to the Brady Institute,
approximately 114,000 people are shot each year in the US, of which almost 8,000 are 17 years
old or younger2.
2020 has seen a record-setting number of firearm purchases, and many of these are to first-
time firearm owners, who may not be familiar with proper safety and storage practices3. A safe
storage requirement can help prevent the theft of firearms and may reassure and protect our
public safety personnel4.
A safe storage requirement can be as simple as requiring firearms to be stored with a firearm
lock, in a locked box, or in a firearms safe. As the Gifford Law Center writes, “These laws are
1 https://www.pewresearch.org/fact-tank/2019/08/16/what-the-data-says-about-gun-deaths-in-the-u-s/
2 https://www.bradyunited.org/key-statistics
3 https://www.brookings.edu/blog/up-front/2020/07/13/three-million-more-guns-the-spring-2020-spike-in-
firearm-sales/
4 https://www.nytimes.com/2020/11/17/health/suicide-guns-prevention.html
December 14, 2020 Page 2 of 2
(ID # 11865)
intended to help prevent unauthorized users, including children, from accessing and using
firearms, which can reduce tragedies due to suicide, unintentional discharges, and gun theft.”5
While the City of Palo Alto does not control federal or state firearms rules, we do have the
ability to legislate in related areas:
● Firearms stores and shooting range locations, including firearm and ammunition sales
taxes (there are currently none of these facilities in Palo Alto)
● Minimum age to buy a firearm (not applicable in Palo Alto, but Sunnyvale recently
raised the minimum age to 21 for purchasing a semi-automatic rifle6)
● Mandatory liability insurance for firearm owners (this has been proposed by San José
Mayor Sam Liccardo7)
● Redwood City passed an ordinance8 requiring the safe storage of firearms within a
residence, with a violation classified as a misdemeanor and a fine up to $1,0009 (the
ordinance largely mirrored the San Mateo County ordinance)
This memo is not intended to criticize firearm owners nor abridge the rights protected by the
second amendment to the Constitution. Rather, by protecting firearms from theft and
misappropriation, it is meant to propose well-researched and common-sense measures that
can save lives and prevent injuries in our community.
Staff Resources
The primary resources involved would like be the administrative costs involved with evaluating,
drafting, and processing the ordinance through city council approval and codification, as well as
related public communications. The frequency of firearm storage-related issues occurring is
expected to be very low.
5 https://giffords.org/lawcenter/gun-laws/policy-areas/child-consumer-safety/safe-storage/
6https://www.mercurynews.com/2018/08/04/sunnyvale-bans-anyone-younger-than-21-from-buying-semi-
automatic-rifles/
7 https://www.sanjoseca.gov/Home/Components/News/News/475/4699?npage=12
8 https://www.redwoodcity.org/home/showdocument?id=19626 (Redwood City ordinance)
9 https://www.redwoodcity.org/home/showdocument?id=19650 (Redwood City staff report)
City of Palo Alto (ID # 11657)
City Council Staff Report
Report Type: Informational Report Meeting Date: 12/14/2020
City of Palo Alto Page 1
Summary Title: Gifts to the City FY 2020
Title: Significant Gifts to the City, Fiscal Year 2020
From: City Manager
Lead Department: Administrative Services
This is an informational report and no Council action is required.
Discussion
The City of Palo Alto’s Policy and Procedure 1-18, Gifts and Donations to the City of Palo Alto,
(Attachment A) requires annual reports to the City Council regarding significant gifts that have
been accepted on behalf of the City. This policy was updated in October 2014, to help clarify
reporting of significant gifts over $5,000 only.
In compliance with this policy, Attachment B lists all the significant gifts (over $5,000) received
during Fiscal Year 2020. All gifts had a designated purpose as stated under the “Use of Gift”
column. Staff monitors designated restrictions to comply with the Donor’s request.
In addition, the Fair Political Practices Commission (FPPC) regulates gifts to employees. The
regulations contain guidelines on when these types of gifts should be disclosed as gifts to the
City. Gifts required to be disclosed pursuant to this regulation are now also reported on FPPC
Form 801, and that gift information is now posted to the City Clerk’s web page as required by
the FPPC.
Annual reports of gifts will continue to be provided to the Council, and Form 801 information
will be available on the City Clerk’s website throughout the year as gifts are received.
Attachments:
• Attachment A: Gifts to the City Policy 1-18
• Attachment B: FY 2020 Gifts Received $5,000 and Over
POLICY AND PROCEDURES 1-18
Revised: October 1, 2014
Effective: December 1, 1989
GIFTS AND DONATIONS TO THE CITY OF PALO ALTO
POLICY STATEMENT
The purpose of this policy is to:
•Establish uniform procedures for the receipt of gifts to the City of Palo Alto;•Cultivate and maintain an environment where residents and businesses want tocontribute to the City's programs and facilities;•Promptly acknowledge and express appreciation for the gifts;•Assure the gifts are properly inventoried, and
Comply with the Political Reform Act and Fair Political Practices CommissionRegulations.
It is essential that gifts be properly reported and reviewed carefully for impact on the City's resources and for consistency with City policies and procedures concerning cash handling and inventory.
City employees are prohibited from accepting personal gifts (see Section 1301, Merit
System Rules and Regulations). Gifts to elected and appointed City officials and
“designated” City employees (see Palo Alto Municipal Code, Chapter 2.09) are also
regulated by the State of California Fair Political Practices Commission.
Applicability of this Policy
The procedures stated in Section A apply to gifts offered or given to the City, gifts
actively solicited by the City, and gifts from community groups that support various City operations (e.g. Friends of the Library, the Recreation Foundation, etc.). They do not apply to minor individual contributions which will be quickly consumed in a City- sponsored event, work contributed by individual volunteers, sponsorship of a City activity, or donations of advertising, publicity, graphics, etc. in exchange for City acknowledgment. The procedures are consistent with those applicable to grants and other funding requests (see Policy and Procedures 1-12).
The Fair Political Practices Commission has adopted requirements (2 Cal.Code Regs. §18944.2) for reporting payments made to agencies that would otherwise constitute giftsto public officials. Payments may be considered gifts to the City when the City receivesand controls the payment, uses the payment for official business, and identifies therecipient. Such payments must be reported as provided in section B of this policy.
Attachment A
Attachment A - 1
Table 1 summarizes acknowledgement and reporting requirements for gifts.
PROCEDURES
A. City Requirements for Accepting and Acknowledging Gifts
Department heads, including Council Appointed Officers, are authorized to accept gifts tendered by cash or cash equivalents or by electronic funds transfers (e.g., ACH transfer, credit card payment or online gifts) on behalf of the City. The City Clerk’s Office will report on behalf of the City Council. Implementation of this policy is the responsibility of the department head, including Council Appointed Officers.
Thresholds for implementation of the procedures vary with the category of the gift, as shown in Table 1.
The estimated value of a gift is based on the donor's estimate. The City will not
independently assign a value to the gift unless it is cash.
Gifts accepted by the City become the property of the City of Palo Alto and are to be
used for public benefit. Unless a special agreement concerning the ultimate disposition of
the gift is entered into at the time the gift is accepted, it is understood that the City has
sole authority to determine the use, transfer, handling, or disposition of the gift.
Gifts made to officials directly or for which the donor donors designates by name, class,
or other title the official who may use the payment are not gifts to the City, but rather individual gifts that may be required to be reported on FPPC Form 700. Employees may not accept individual gifts.
Department heads should review material gifts to: • determine what the estimated costs to the City will be for any related installation, maintenance, operation, storage or liability that may be incurred by acceptance of the object; • ensure that the gift is properly documented, catalogued, and/or inventoried in the department and division records; • prepare and install an appropriate sign or nameplate consistent with the City’s naming
policy;
• ensure that the object will be satisfactorily maintained.
Acknowledgment of Gifts
The manner in which a gift is acknowledged must be appropriate to the nature of the gift
and consistent with the donor's wishes.
Attachment A
Attachment A - 2
1. Within thirty (30) days of receipt of a gift, the department head must send an
acknowledgment letter if the gift is worth $100 or more, thanking the donor on behalf of
the City of Palo Alto.
a. The letter should clearly identify the gift and confirm the placement of the
object that has been given to the City, or the use to which the gift will be devoted.
b. Gifts to a governmental entity are treated similarly to charitable contributions for purposes of tax deductions. However, the donor will be responsible to the Internal Revenue Service and Franchise Tax Board for substantiating his or her own tax deduction. The City will not provide any tax services to donors. c. Except for gifts of cash or cash equivalents, where the donor amount is apparent, no dollar amount should be stated in the letter. Instead, the letter should contain the following paragraph:
Your gift may be tax deductible. To determine the amount you may properly deduct for tax purposes, you should consult your tax preparer or tax attorney.
d. The department head or his/her designee will sign the letter and forward a copy
to the ASD Director.
e. For a particularly significant gift (over $5,000), recipient department head in
consultation with the ASD Director may ask that a letter be prepared for the
Mayor's signature.
2. The recipient department head, in consultation with the ASD Director, will determine if the gift warrants a public announcement and in what manner it should be made. The donor will be notified in advance of any announcement, and has the right to request anonymity. 3. The ASD Director is responsible for:
a. maintaining a record of all gifts that are accepted, including a description of the gift, the donor’s name and address (unless anonymous), the date the gift was received, and the disposition of the gift.
b. reporting annually any significant gifts over $5,000 to the City Council
regarding the gifts that have been accepted on behalf of the City.
Attachment A
Attachment A - 3
4. Each department should also maintain a record of all gifts that are accepted,
which includes a description of the gift, the donor's name and address, the date the gift
was received, and the disposition of the gift.
B. Fair Political Practices Commission Requirements for Accepting and
Reporting Gifts to the City
In addition to the requirements listed above, departments receiving gifts to the City must comply with Title 2 of the California Code of Regulations section 18944.2, summarized below: Payments or similar gifts that are controlled by the City and used for official City business may be considered gifts to the agency rather than gifts to an individual although the individual may receive a personal benefit from the payment, if all of the following requirements are met:.
(1) City controls use of payment: The city manager or designee must determine and control the City’s use of a payment. The donor may identify a purpose for the payment, but may not designate by name, title, class, or
otherwise, the official/employee who may use the payment. The City
Manager or designee shall select the individual(s) who will use the payment
any may not select himself or herself as the user.
(2) Official City business. The payment must be used for official City
business.
(3) Reporting. Within 30 days after use of the payment, the head of the
department of the official/employee who used the gift must report the payment on the Form 801 and forward it to the City Clerk. Form 801 is available at the Fair Political Practices Commission website online at http://www.fppc.ca.gov. The City Clerk shall post a copy of the form or the information in the form on the City website, and shall maintain the forms for a period of not less than four years.
(4) Limitations on payments for travel. Payments for travel, including transportation, lodging, and meals, are not gifts to the City but are considered personal gifts or income that the official or employee may be required to report on his or her FPPC Form 700 (a) if the donor designates by name, title, class, or otherwise, the official or employee who may use
the payment, (b) if the City Manager or designee has not preapproved the
travel in writing by signing the Form 801 or other travel pre-approval in
advance or the trip, and/or (c) to the extent that such payments exceed the
Attachment A
Attachment A - 4
City’s reimbursement rates for travel, meals, lodging, and other actual and
necessary expenses.
NOTE: Questions and/or clarification of this policy should be directed to the
Administrative Services Department. Questions and/or clarification of the Form 801
reporting requirements should be directed to the City Clerk or City Attorney’s Office.
Attachments:
Attachment A: Table 1- Summary of Gift Categories and Reporting Requirements
Attachment A
Attachment A - 5
Attachment A
Table 1
Summary of Gift Categories and Reporting Requirements
Gift Category
Acknowledge‐
ment Letter
Copy of
acknowledge‐
ment to ASD?
Account
information re
deposit to ASD?
Form 801 to City
Clerk? Other Requirements
Cash or cash equivalent that
will be used for official City
business over $100 (cash,
check, money order, travelers
check, cashier’s check or
online donation)
X X X
Cash or cash equivalent that
will be used by an individual
employee for official city
business
X X X X
For payments used for official travel, see
limitations set forth in policy section B(4).
Stocks, other securities
X X
Contact ASD re deposition of this type of
gift. The City’s investment policy (1‐39)
precludes purchase of stocks, but the City
may accept them as gifts if sold within a
reasonable amount of time and ASD
Director determines that cost of sale will
not exceed cost of stock.
Services (skilled services
performed by a business or
professional firm) X X
Department head evaluates services to
determine impact to department’s
operating budget or CIP.
Contact City’s Risk Manager to determine
potential liability exposure.
Material Gifts (Objects of art,
equipment, property, other
tangibles) X X
If item has a value of $5,000 or more, also
provide ASD Director with documentation
regarding value of gift for fixed assets
accounting.
Real Property (Privately
owned land and/or land
improvements)
All gifts require approval from ASD Real Estate Division and should be referred there. Real Estate/ASD will submit a written
recommendation to the City Council for acceptance or rejection of the gift.
Attachment A
Attachment A - 6
FY 2020 Gifts
Date Donor Dept Gift Use of Gift
Varies Friends of the
Library
Library $143,724 Library Materials Collection replacement.
Varies Friends of the
Library
Library $60,000
Support for youth and adult programs at all
libraries (Friends paid performers and
associated program supplies throughout
the year); includes support and
appreciation for volunteers and staff.
July 15, 21019 Margaret and
Edward Sickel
Community
Services
$26,169.87 Purchase of TRACKMAN Golf Launch
Monitor per intent of gift.
December 1, 2019
Palo Alto Art
Center
Foundation
Community
Services $81,000 For staffing positions at the Art Center.
December 18, 2019
Melody and Chris
Malachowsky Police
Dept.
$5,000 To continue to promote responsible pet
ownership and ensure the protection and
well-being of animals in our community.
January 2020
Pacific Library
Partnership Library
$8,723 Redistribution of PLP funds for collections
database purchases as per the California
Library Services Act (CLSA) - for Enki and
Overdrive.
Attachment B
Attachment B - 1
City of Palo Alto (ID # 11746)
City Council Staff Report
Report Type: Informational Report Meeting Date: 12/14/2020
City of Palo Alto Page 1
Summary Title: Annual Report Development Impact Fees
Title: Annual Status Report on the Development Impact Fees Schedule
From: City Manager
Lead Department: Administrative Services
Recommendation
This is an information report; no action is required.
Discussion
The Annual Status Report on Development Impact Fees provides specific information about
development impact fees imposed by the City. The schedule prepared in accordance with
Government Code Section 66006 (AB1600) must be made available to the public at least 15
days before the Council meeting at which it is considered and within 180 days of the close of
the fiscal year. Since the report is scheduled on the City Council Agenda of January 25, 2021, it
is being included as an information report this December to allow time for public notice in
excess of the minimum 15-day advanced posting requirement. Additional information will be
available in the January 25, 2021 report.
Stakeholder Engagement
This report has been prepared by the Accounting Division and reviewed by partner
departments including the City Attorney’s Office, and the Planning and Development Services
Department.
Resource Impact
This is an Informational Report, so no actions or adjustments are needed at this time.
Environmental Review
This is not a project for purposes of the California Environmental Quality Act (CEQA).
Attachments:
• Attachment A: Annual Report on Development Impact Fees FY2020
Attachment A
City of Palo Alto
Annual Report on Development Impact Fees
for Period Ending June 30, 2020
Stanford Research Park/ San Antonio/West
FUND El Camino Fund Bayshore Fund
Purpose and Authority Traffic impact fees imposed on new Traffic impact fees imposed on new
for Collection nonresidential development in the nonresidential development in the
Stanford Research Park/El Camino San Antonio/West Bayshore Areas
Real CS zone to fund improvements to fund capacity improvements at
at eight identified intersections.four identified intersections.
PAMC Ch. 16.45, PAMC Ch. 16.46
Amount of the Fee City ceased collecting effective FY 2020 City ceased collecting effective FY 2020
Fund Balance July 1, 2020 $3,349,581 $1,308,009
Activity in 2019-20
Revenues
Fees Collected 0 0
Interest Earnings 73,752 18,987
Unrealized Gain/Loss Investments 74,438 16,860
-----------------------------------------------------------------------------------------------------------------------
Total Revenues $148,190 $35,847
Operating Transfer to Capital Projects Fund 0 (900,000)
-----------------------------------------------------------------------------------------------------------------------
Total Expenditures 0 (900,000)
-----------------------------------------------------------------------------------------------------------------------
Ending Balance June 30, 2020 $3,497,771 $443,857
Other Commitments/Appropriations
Reserve for Reappropriation -
Reserve for Unrealized Gain on Investments (90,015) (22,990)
Net Funds Available $3,407,756 $420,867
USE OF FEES:USE OF FEES:
No expenditures have been made for this
fund in Fiscal Year 2020. In FY 2020, City
ceased collecting the Stanford Research /
El Camino Real CS Zone fee established
in 1989. Two of the projects envisioned
for funding have been completed and two
are funded and in process.
Budget transfer of $900k made to Capital
Project Fund in FY 2020 for Traffic Signal and
Intelligent Transportation Systems (PL-05030).
In FY 2020, City ceased collecting the San
Antonio/West Bayshore area fee established in
1986. Most of development anticipated has
occured, and while not all the original projects
envisioned for funding have been pursued by
the City, remaining funds will be programmed
for alternative improvements in the area,
subject to a nexus analysis/finding and City
Council approval.
Page 1 of 11
Attachment A
City of Palo Alto
Annual Report on Development Impact Fees
for Period Ending June 30, 2020
Commercial Housing University Avenue Parking
FUND Impact Fee Fund In-Lieu Fund
Purpose and Authority
Fees imposed on commercial and
industrial Fees collected from non-residential
for Collection development to offset the demand that development within the University Ave.
new jobs create for low and moderate-Parking Assessment District in lieu of
income housing in the City providing the required number of
parking spaces.
PAMC Ch.16.65 PAMC Ch 16.57
Amount of the Fee
Hotel / Retail / Other Non Residential:
$21.26 per sq. ft.
Office/R&D: $36.53 per sq. ft. $106,171 per space
Fund Balance July 1, 2020 $24,797,386 $6,117,748
Activity in 2019-20
Revenues
Fees Collected 114,760 0
Interest Earnings 275,160 134,604
Unrealized Gain/Loss Investments 265,591 132,142
-----------------------------------------------------------------------------------------------------------------------
Total Revenues 655,511 266,746
Expenditures
Salaries and Benefit (15,704)
Planning (7,500)
Liability Insurance (567)
Operating transfer to General Benefit Fund (477)
-----------------------------------------------------------------------------------------------------------------------
Total Expenditures (24,248) 0
-----------------------------------------------------------------------------------------------------------------------
Ending Balance June 30, 2020 $25,428,649 $6,384,494
Other Commitments/Appropriations
Reserve for Notes Receivable include:$1,290,000
for 2811 Alma, and $4,137,254 for 801 Alma,
$7,700,000 for Bueva Vista Mobile Home Park. (13,127,254)
Reserve for Reappropriations (11,669,330)
Reserve for unrealized gain on investments
(315,320) (164,285)
-----------------------------------------------------------------------------------------------------------------------Net Funds Available $316,745 $6,220,209
USE OF FEES:USE OF FEES:
No expenditures have been made from this
fund in Fiscal Year 2020
FUTURE USE OF FEES:
$5.5M planned to be used for the New
Downtown Parking Garage (PE-15007) in FY
2022 as part of the 2021-2025 5-year Capital
Improvement Plan
Expenditures in Fiscal Year 2020 are
$17k for salaries and benefits and $8k for
planning. Reserve for Reappropriaton is
for Affordable Housing Loan Agreement:
3705 El Camino Real (Wilton Court).
Page 2 of 11
Attachment A
City of Palo Alto
Annual Report on Development Impact Fees
for Period Ending June 30, 2020
Residential & Non-Residential Residential & Non-Residential
Community Facilities Community Facilities
FUND Parks Community Centers
Purpose and Authority Fees imposed on new residential and Fees imposed on new residential and
for Collection non-residential development approved non-residential development approved
after Jan 28, 2002 for Parks. after Jan 28, 2002 for Community Centers.
PAMC Ch. 16.58 PAMC Ch. 16.58
Amount of the Fee Residential: Single family $12,436 per
residence (or $18,570 per residence
larger than 3,000 sq ft); Multi-family
$8,141 per unit (or $4116 per unit smaller
than or equal to 900 sq ft)
Residential: Single family $3,321 per residence
(or $4,887 per residence larger than 3,000 sq
ft); Multi-family $2,122 per unit (or $1,071 per
unit smaller than or equal to 900 sq ft)
Nonresidential: Commercial/Industrial
$5,281 per 1,000 sq ft or fraction thereof;
Hotel/Motel $2,388 per 1,000 sq ft or
fraction thereof.
Nonresidential: Commercial/industrial $298 per
1,000 sq ft or fraction thereof; Hotel/Motel $134
per 1,000 sq ft or fraction thereof.
Fund Balance July 1, 2020 $5,611,245 $4,283,300
Activity in 2019-20
Revenues
Fees Collected 402,902 134,638
Operating Transfer from Capital Projects Fund 85,000
Interest Earnings 81,899 59,074
Unrealized Gain/Loss 91,745 72,642
-----------------------------------------------------------------------------------------------------------------------
Total Revenues $661,547 $266,354
Operating Transfer to Capital Projects Fund (2,720,000)(1,671,860)
-----------------------------------------------------------------------------------------------------------------------
Total Expenditures (2,720,000)(1,671,860)
-----------------------------------------------------------------------------------------------------------------------
Ending Balance June 30, 2020 $3,552,791 $2,877,794
Reserve for unrealized gain on investments (119,679)(94,044)-----------------------------------------------------------------------------------------------------------------------
Net Funds Available $3,433,112 $2,783,750
Page 3 of 11
Attachment A
City of Palo Alto
Annual Report on Development Impact Fees
for Period Ending June 30, 2020
Residential & Non-Residential Residential & Non-Residential
Community Facilities Community Facilities
FUND Parks Community Centers
USE OF FEES:USE OF FEES:
Budget transfer of $2.7M was made in FY
2020 to Capital Project Fund for Birch
Street acquisition (PE-19003). The $85K
operating transfer from Capital Project
Fund was due to cancellation of Baylands
Athletic Center project (PG-19001)
Budget transfer of $1.7M was made in FY 2020
to Capital Improvement Fund for JMZ
Renovation (AC-18001)
FUTURE USE OF FEES:FUTURE USE OF FEES:
Budget transfers planned in FY 2021 to
Capital Improvement Fund in the amount
of $150k for dog park installation (PG-
18001), $350k for park restroom
installation (PG-19000)
A total of $1.4M is planned in FY2022-
2025 of the 5-year CIP for Birch Street
Improvements (PE-19003) ($400K), Park
Restroom Installation (PG-19000) ($700K)
and Dog Park Installation and Renovation
(PG-18001) ($300K).
Budget transfers planned in FY 2021 to Capital
Improvement Fund in the amount of $126k for
JMZ Renovation (AC-18001), $2.4M for
Rinconada Park Improvements (PE-08001)
Page 4 of 11
Attachment A
City of Palo Alto
Annual Report on Development Impact Fees
for Period Ending June 30, 2020
Residential & Non-Residential Residential Housing
Community Facilities In-Lieu Fund
FUND Libraries
Purpose and Authority
for Collection
Fees imposed on new residential and non-
residentual development approved after
January 28, 2002 for Libraries.
Fees collected from ownership residential
developments of three or more units (including
mixed used with ownership in housing) in-lieu
of providing the required below-market rate
units(s) to low and moderate income
households.
PAMC Ch. 16.58 PAMC Chapter 16.65
Amount of the Fee Residential: Single family $1,126 per
residence (or $1,676 per residence larger
than 3,000 sq ft); Multi-family $674 per
unit (or $370 per unit smaller than or
equal to 900 sq ft)
Single family $78.27 per sq. ft. Single family
detached; $52.18 per sq. ft. single family
attached. Multi Family $52.18 per sq. ft.
condos.
Nonresidential: Commercial/industrial
$284 per 1,000 sq ft or fraction thereof;
Hotel/Motel $119 per 1,000 sq ft or
fraction thereof.
Fund Balance July 1, 2020 $1,150,846 $24,717,614
Activity in 2019-20
Revenues
Fees Collected 46,033 35,027
Webster Wood Property Rental 2,775
Interest Earnings 26,171 219,304
Unrealized Gain/Loss Investments 25,465 198,114
-----------------------------------------------------------------------------------------------------------------------
Total Revenues $97,668 $455,220
Expenditures
Salaries and Benefits (15,704)
Contract Services (174,708)
Liability Insurance (567)
Transfer to General Benefits Fund (477)
-----------------------------------------------------------------------------------------------------------------------
Total Expenditures 0 (191,456)
-----------------------------------------------------------------------------------------------------------------------
Ending Balance June 30, 2020 $1,248,514 $24,981,378
Other Commitments/Appropriations
Reserve for Reappropriations (8,474,633)
Reserve for Encumbrances (54,860)
Reserve for unrealized gain on investments (31,531)(244,501)
Reserve for Notes Receivable include $375,000
for 3053 Emerson, $3,504,850 for Tree House
Apts, $747,734 for Sheridan Apts., $2,285,026 for
801 Alma, $901,201 for Palo Alto Housing
Project, $600,000 for 2811-2825 Alma St.,
$203,561 for Colorado Park Housing, $149,968
for El Dorado Palace, and $6,800,000 for Buena
Vista Mobile Home Park.(15,567,340)
-----------------------------------------------------------------------------------------------------------------------Net Funds Available $1,216,983 $640,044
Page 5 of 11
Attachment A
City of Palo Alto
Annual Report on Development Impact Fees
for Period Ending June 30, 2020
Residential & Non-Residential Residential Housing
Community Facilities In-Lieu Fund
FUND Libraries
USE OF FEES:USE OF FEES:
No expenditures have been made from
this fund in FY2020
FUTURE USE OF FEES:
Budget transfers planned in FY 2021 to
Capital Improvement Fund in the amount
of $260k for Library Automated Material
Handling (LB-21000)
$370K planned in FY2022-2025 of the 5-
year CIP for LB-21000
Expenditures in Fiscal Year 2020 were $16k for
salaries and benefit, $175k for Palo Alto
Housing Corp for BMR admin fees and for
consultancy fees. Fiscal Year 2020 Reserve
for Reappropriaton is for Affordable Housing
Loan Agreement: 3705 El Camino Real (Wilton
Court) and for Alta Housing (formerly Palo Alto
Housing Corporation -PAHC) Affordable
Housing Loan amounting to $8.3M and $200K,
respectively.
Page 6 of 11
Attachment A
City of Palo Alto
Annual Report on Development Impact Fees
for Period Ending June 30, 2020
Charleston-Arastradero Corridor Citywide Transportation
Pedestrian and Bicyclist Safety
FUND
Purpose and Authority Fees collected from new development and Transportation impact fees imposed
for Collection re-development within the Charleston-on new development in all parts of the
Arastradero Corridor to provide for pedest- City to fund congestion reduction
rian and bicyclist safety improvements.projects.
PAMC Ch. 16.60 PAMC Ch. 16.59
Amount of the Fee Residential: $1,362 per residential unit;
Commercial: $0.40 per sq ft
$7886 per net new PM peak hour trip
Fund Balance July 1, 2020 $18,670 $2,361,542
Activity in 2019-20
Revenues
Fees Collected 0 180,103
Interest Earnings 411 50,946
Unrealized Gain/Loss 426 49,156
-----------------------------------------------------------------------------------------------------------------------
Total Revenues $838 $280,205
Operating Transfer to Capital Projects Fund 0 (383,362)
-----------------------------------------------------------------------------------------------------------------------
Total Expenditures 0 (383,362)
-----------------------------------------------------------------------------------------------------------------------
Ending Balance June 30, 2020 $19,507 $2,258,385
Other Commitments/Reappropriations
Reserve for unrealized gain on investments (502)(60,714)
-----------------------------------------------------------------------------------------------------------------------Net Funds Available $19,005 $2,197,671
USE OF FEES:USE OF FEES:
Budget transfer of $383k made to Capital
Project Fund in FY 2020 for Traffic Signal and
Intelligent Transportation (PL-05030)
FUTURE USE OF FEES:
Budget transfers in FY 2021 to Capital
Improvement Fund in the amount of $400k for
Traffic Signal and Intelligent Transportation (PL-
05030)
$1.58M planned in FY2022-2025 of the 5-year
CIP for PL-05030
No expenditure of funds have been made
from this Fund in Fiscal Year 2020
Page 7 of 11
Attachment A
City of Palo Alto
Annual Report on Development Impact Fees
for Period Ending June 30, 2020
New Public Safety Facilities General Government Facilities
FUND
Purpose and Authority Fees imposed on residential and Fees imposed on residential and non-
for Collection non-residential development to fund residential development to fund facilities
police and fire facilities (including fire associated with municipal administration.
apparatus and vehicles)PAMH Ch. 16.58
PAMC Ch. 16.58
Amount of the Fee Residential: Single family $1,081 per unit;
Multi-family $865 per unit
Residential: Single family $1,362 per unit;
Multi-family $1,089 per unit
Nonresidential: Commercial $604 per
1,000 sq ft. or fraction thereof; Industrial
$200 per 1,000 sq. ft. or fraction thereof;
Office/Institutional $806 per 1,000 sq ft or
fraction thereof.
Nonresidential: Commercial $760 per 1,000 sq
ft. or fraction thereof; Industrial $251 per 1,000
sq. ft. or fraction thereof; Hotel/Motel $1,016
per 1,000 sq ft or fraction thereof.
Fund Balance July 1, 2020 $346,826 $436,785
Activity in 2019-20
Revenues
Fees Collected 90,589 114,039
Interest Earnings 9,312 11,727
Unrealized Gain/(Loss)9,185 11,567
-----------------------------------------------------------------------------------------------------------------------
Total Revenues $109,086 $137,333
-----------------------------------------------------------------------------------------------------------------------
Total Expenditures 0 0
-----------------------------------------------------------------------------------------------------------------------
Ending Balance June 30, 2020 $455,912 $574,118
Other Commitments/Reappropriations
Reserve for unrealized gain on investments (10,561)(13,300)
-----------------------------------------------------------------------------------------------------------------------Net Funds Available $445,351 $560,818
USE OF FEES:USE OF FEES:
No expenditure of funds have been made
from this Fund in Fiscal Year 2020.
No expenditure of funds have been made from
this Fund in Fiscal Year 2020.
FUTURE USE OF FEES:
Budget transfers planned in FY 2021 to
Capital Improvement Fund in the amount
of $450k for New Public Safety Building
(PE-15001)
Page 8 of 11
Attachment A
City of Palo Alto
Annual Report on Development Impact Fees
for Period Ending June 30, 2020
Residential Housing
Impact Fee Fund
FUND
Purpose and Authority
for Collection
Fees imposed on all rental residential
developments (including mixed use with
rental housing) to offset the demand that
the new market-rate rental housing
creates for low income and moderate-
income housing in the City.
PAMC Ch. 16.65
Amount of the Fee Single and Multi-Family: $20.87 per sq. ft.
apartment (rentals)
Fund Balance July 1, 2020 $0
Activity in 2019-20Revenues
Fees Collected 600,040
Interest Earnings 11,589
Unrealized Gain/(Loss)8,174 --------------------------------------------------------
Total Revenues $619,803
Expenditures --------------------------------------------------------Total Expenditures 0 --------------------------------------------------------
Ending Balance June 30, 2020 $619,803
Other Commitments/Reappropriations
Reserve for Reappropriations (600,000)
Reserve for unrealized gain on investments (8,174)
--------------------------------------------------------Net Funds Available $11,629
USE OF FEES:
No expenditure of funds have been made
from this Fund in Fiscal Year 2020.
Reseve for Reappropriationsis for
Affordable Housing Loan Agreement:
3705 El Camino Real (Wilton Court)
Page 9 of 11
Attachment A
City of Palo Alto
Annual Report on Development Impact Fees
for Period Ending June 30, 2020
(INFORMATION ONLY)
Public Art Fund Parkland Dedication
FUND
Purpose and Authority for collection
Fees imposed on new commercial
develoments (including mixed use
projects), including new construction,
remodels, additions and reconstruction
that (i) have a floor area of 10,000 sq. ft.
or more, and (ii) have a construction value
of $200,000, or more, exclusive of costs
for architecture, design, engineering, and
required studies; and all new residential
projects of five or more units to fund
public art for private developments.
Fees on parkland dedication imposed on new
residential and non-residential development.
Govt Code Sec. 66477 (Quimby Act)
PAMC Ch. 16.61
Amount of the Fee 1% of first $114.13 million construction
valuation and 0.9% of construction
valuation for valuation in excess of
$114.13 million
Single Family: $63,107.94 per unit; Multi-
Family: $43,498.13 per unit. This applies only
to residential projects that require a subdivision
or pacel map. Land dedication is required for
subdivisions resulting in more than 50 parcels.
Parkland Dedication Fee -Land: Single Family:
531 sq. ft, per unit; Multi-Family: 366 sq. ft. per
unit. When parkland dedication applies, park
impact fees do not apply.
Fund Balance July 1, 2020 $1,323,439 $3,981,565
Activity in 2019-20
Revenues
Fees Collected 386,100 733,325
Interest Earnings 36,133 102,020
Unrealized Gain/Loss Investments 34,837 97,180
Operating Transfer from General Fund 169,998 100,000
-----------------------------------------------------------------------------------------------------------------------
Total Revenues $627,068 $1,032,525
Expenditures
Salaries and benefits (210,233)
Liability Insurance (2,896)
Transfer to General Benefit Fund (4,818)
-----------------------------------------------------------------------------------------------------------------------
Total Expenditures (217,947)0
-----------------------------------------------------------------------------------------------------------------------
Ending Balance June 30, 2020 $1,732,560 $5,014,090
Other Commitments/Reappropriations
Reserve for unrealized gain on investments (40,274)(118,245)
-----------------------------------------------------------------------------------------------------------------------Net Funds Available $1,692,286 $4,895,845
This fund is not subject to AB1600
requirements and is listed only for
information purposes.
This fund is not subject to AB1600
requirements and is listed only for
information purposes.
Page 10 of 11
Attachment A
City of Palo Alto
Annual Report on Development Impact Fees
for Period Ending June 30, 2020
(INFORMATION ONLY)
FUND Water and Wastewater Collection
Purpose and Authority Capacity fees charged to developers that
for Collection are adding load to the water and sewer
systems effective July 1, 2005.
California Government Code Sect 66000
Amount of the Fee Water Capacity Fees: 5/8 in., 3/4 in E-
Meter. $3,750, 1 in. E-Meter $6,250, 1 1/2
in. E-Meter $18,850, 2 in. E-Meter
$31,250, 4 in. Compound Meter by est.
$125/FU (min. 5,000 FU) , 6 in.
Compound Meter by est. $125/FU (min.
7,000 FU)
Fire Service Capacity Fees: 2 in. $750, 4
in. $8,425, 6 in. $18,250, 8 in. $30,950,
10in. $48,110
Sewer Capacity Charges: 4 in. connection
with 5/8 in Water Meter (WM) $5,250, 4 in
connection. with 1-in WM $10,500, 4 or 6
in. connection with 1-1/2 in WM $31,668,
6 in. connection with 2 in. WM $52,500, 6
in. and larger connection with 4 in. or
larger WM by est. at $210/FU
Activity in 2019-20
Capacity Fees Collected
Water $466,665
Wastewater Collection 500,610
Total
USE OF FEES:
The fees are used exclusively for water
and sewer system improvements
Page 11 of 11
City of Palo Alto (ID # 11748)
City Council Staff Report
Report Type: Informational Report Meeting Date: 12/14/2020
City of Palo Alto Page 1
Summary Title: Property Leases Entered into by the City Manager in Fiscal
Year 2020
Title: Property Leases Entered Into by the City Manager Under Palo Alto
Municipal Code Section 2.30.310(h), and Reported per Section Code 2.30.710
Fiscal Year 2020
From: City Manager
Lead Department: Administrative Services
This is an informational report and no Council action is required.
DISCUSSION
Palo Alto Municipal Code (PAMC) Section 2.30.710 requires an annual report to the Council of
all leases and rentals of city property with third parties approved by the City Manager. The
attached reports transmit the information (Attachment A) for fiscal year (FY) 2020 as required
by the PAMC including rent deferral information (Attachment B).
PAMC Section 2.30.210 (h) authorizes the City Manager to award and sign contracts to rent,
lease, or license city property to other parties regardless of the price for a term not exceeding
three years. The City Manager may enter into and sign contracts to rent, lease, or license
property at the Cubberley site for terms up to five years.
Rental revenues for the leases authorized by the City Manager for FY 2020 totaled $805,519.
Due to the COVID-19 pandemic and the resulting shelter in place order issued by the County of
Santa Clara, the City offered certain tenants the ability to defer up to three months of rent.
Total Rent deferred for the leases authorized by the City Manager for FY 2020 totaled $242,394.
Rental agreements require deferred rent to be repaid at a later date. Staff is preparing a report
for City Council in early 2021 with options to provide additional rental relief.
Attachments:
• Attachment A: FY 2020 List of Lease Agreements
• Attachment B: FY 2020 List of Rent Deferrals
ATTACHMENT A
Attachment A - 1
CITY OF PALO ALTO
ADMINISTRATIVE SERVICES DEPARTMENT/REAL ESTATE DIVISION
FY 2020 Annual Report – Lease Agreements Entered Into
By City Manager Under PAMC Section 2.30.210 (h)
Number Property
Address
Property/Space
Type
Square
Footage Tenant Term Monthly Total FY
Rent*
Agreement
Date
1 1237 San
Antonio Rd
Old Los Altos
Treatment Plant
(LATP) Land
31,000 Pacific Gas and Electric Company 1 Month $20,150 $20,150 7/9/2019
2
1925
Embarcadero
Rd
Airport Land 13,852 West Valley Aircraft Services Inc.
DBA Aero Works 36 Months $11,554 $138,654 7/11/2019
3
4000
Middlefield
Rd
Cubberley
Community Center 8,260 Avenidas 5 months $8,426 $92,686 8/5/2019
4
4000
Middlefield
Rd
Cubberley Artist
Studio 390 Robin Mullery 12 months $371 $4,076 8/14/2019
5 1237 San
Antonio Rd
Old Los Altos
Treatment Plant
(LATP) Land
5,000 Ranger Pipelines, Inc. 15 months $3,500 $38,500 8/16/2019
6
4000
Middlefield
Rd
Cubberley
Community Center 3,220** Avenidas 10 months $4,218 $42,182 8/22/2019
7
4000
Middlefield
Rd
Cubberley
Community Center 8,100 Imagination Lab School 11 months $16,200 $162,000 8/22/2019
8
4000
Middlefield
Rd
Cubberley Artist
Studio 390 Darryl Dieckman 12 months $413 $4,134 8/22/2019
9
4000
Middlefield
Rd
Cubberley Artist
Studio 520
Rachelle Doorley
12 months $478 $4,780 8/29/2019
ATTACHMENT A
Attachment A - 2
Number Property
Address
Property/Space
Type
Square
Footage Tenant Term Monthly Total FY
Rent*
Agreement
Date
10
1925
Embarcadero
Rd
Airport Land 9,990 West Valley Flying Club 36 months $20,704 $207,036 8/30/2019
11
1925
Embarcadero
Rd
Airport Land 5,500 VSS International, Inc. month to
month $3,850 $30,800 10/8/2019
12
1925
Embarcadero
Rd
Airport Land 1,040 Sundance Flying Club month to
month $2,142 $19,282 11/21/2019
13 1237 San
Antonio Rd
Old Los Altos
Treatment Plant
(LATP) Land
3,500** Ranger Pipelines, Inc. 2 months $2,625 $5,250 2/10/2020
14
1925
Embarcadero
Rd
Airport Land 912 Austro Aircraft LLC 36 months $2,177 $8,708 3/2/2020
15
1925
Embarcadero
Rd
Airport Land 3227 West Valley Flying Club 36 months $7,703 $23,110 4/16/2020
16
250
Hamilton
Ave
City Hall 9 Oh My Green, Inc. 12 months $100 $300 4/17/2020
17 1237 San
Antonio Rd
Old Los Altos
Treatment Plant
(LATP) Land
3,500 Ranger Pipelines, Inc. 1 month $2,625 $2,625 4/21/2020
18
4000
Middlefield
Rd
Cubberley Artist
Studio 390 Ernest Regua 12 months $402 $804 4/22/2020
19
4000
Middlefield
Rd
Cubberley Artist
Studio 480** Catherine Di Napoli 12 months $442 $442 5/28/2020
ATTACHMENT A
Attachment A - 3
SUMMARY – PAMC SECTION 2.30.210 (h) AGREEMENTS
Number of Transactions FY 2020 Total Annual Revenue Resulting from New Lease Agreements
Total 19 $805,519
*Please note that tenancy terms range from one to thirty-six months for the tenants.
**Tenant changed suites, square footage and rent payment changed.
ATTACHMENT B
Attachment B - 1
CITY OF PALO ALTO
ADMINISTRATIVE SERVICES DEPARTMENT/REAL ESTATE DIVISION
FY 2020 Annual Report – Lease Deferred Agreements Entered Into
By City Manager Under PAMC Section 2.30.210 (h) (organized by Agreement Date)
Number Property
Address
Property/Space
Type
Square
Footage
Tenant Months
Deferred
Total
Deferred
Rent
Agreement
Date
1 1925
Embarcadero
Rd
Airport Land 9,990 West Valley
Flying Club
April,
May $12,815 4/16/2020
2 4000
Middlefield
Rd
Cubberley
Community
Center
3,010 Good Neighbor
Montessori
April,
May,
June
$21,000 4/29/2020
3 4000
Middlefield
Rd
Cubberley
Community
Center
720 Ivy Goal
Education
April,
May,
June
$6,936 4/29/2020
4 4000
Middlefield
Rd
Cubberley
Community
Center
1,616 Karer CDC, LLC April,
May
$17,286 4/29/2020
5 4000
Middlefield
Rd
Cubberley
Community
Center
1,300 Melody Academy
of Music Inc.
April,
May,
June
$8,100 4/29/2020
6 4000
Middlefield
Rd
Cubberley
Community
Center
3,060 Avenidas April,
May,
June
$12,655 4/29/2020
7 4000
Middlefield
Rd
Cubberley
Artist Studio
435 Paloma Lucas April,
May,
June
$1,344 4/30/2020
8 4000
Middlefield
Rd
Cubberley
Community
Center
3,740 Jazz Plus dba
Zohar Dance
April,
May,
June
$16,674 5/4/2020
9 4000
Middlefield
Rd
Cubberley
Community
Center
1,008 Dance Magic, LLC
May,
June
$4,330 5/6/2020
ATTACHMENT B
Attachment B - 2
Number Property
Address
Property/Space
Type
Square
Footage
Tenant Months
Deferred
Total
Deferred
Rent
Agreement
Date
10 4000
Middlefield
Rd
Cubberley
Community
Center
1,320 Living Wisdom
School
April,
May,
June
$7,239 5/6/2020
11 4000
Middlefield
Rd
Cubberley
Community
Center
4,440 Community for
Christ Church of
Palo Alto, Inc.
April,
May,
June
$18,738 5/7/2020
12 4000
Middlefield
Rd
Cubberley
Artist Studio
480 Mel Day April,
May,
June
$1,368 5/7/2020
13 4000
Middlefield
Rd
Cubberley
Community
Center
3,130 Dance Action April,
May,
June
$13,206 5/7/2020
14 4000
Middlefield
Rd
Cubberley
Community
Center
9,301 Acme Education
Group, Inc.
April,
May,
June
$84,762 5/11/2020
15 4000
Middlefield
Rd
Cubberley
Community
Center
2,841 Friends of the
Palo Alto Library
April,
May,
June
$7,040 5/13/2020
16 4000
Middlefield
Rd
Cubberley
Artist Studio
360 Barbara
Boissevain
April,
May,
June
$1,026 5/26/2020
17 4000
Middlefield
Rd
Cubberley
Community
Center
939 Dennis Moon and
Ben Moon dba
Ranger
Taekwondo
April,
May,
June
$7,875 6/9/2020
SUMMARY – LEASE DEFERRED AGREEMENTS UNDER PAMC 2.30.210 (h)
Number of Transactions
FY 2020
Total Deferred Revenue
Total 17 $242,394
City of Palo Alto (ID # 11776)
City Council Staff Report
Report Type: Informational Report Meeting Date: 12/14/2020
City of Palo Alto Page 1
Summary Title: Safe Routes to School Annual Informational Report
Title: Safe Routes to School Annual Informational Report
From: City Manager
Lead Department: Transportation Department
Recommendation
Staff recommends that the Council review this informational annual update for the Safe Routes
to School Partnership. No formal action is requested.
Executive Summary
The local Safe Routes to School (SRTS) Partnership between the City, the Palo Alto Unified
School District (PAUSD), and the Palo Alto Council of PTAs (PTAC) works to reduce risk to
students en route to and from school and to encourage more families to choose alternatives to
driving solo more often, in order to promote healthy, sustainable school commutes. In May
2017, the Palo Alto Safe Routes to School Partnership adopted its first Five-Year Work Plan. This
report documents the progress of the Safe Routes Partnership since then and
provides informational updates from Year 3.
2019-20 Program Highlights
• Record bike rack counts, with both high schools exceeding 50% biking for first time.
• A four percent increase in overall PAUSD active/shared travel modes since 2016/17.
• A 13 percent increase in PAUSD middle school active/shared travel modes since
2016/17.
• Completion of more than 72 percent of Year 1-3 Work Plan Strategies.
• Increased ridership and decreased traffic speeds along Ross Rd.
• Conversion of five compulsory in-person PAUSD Bike/Ped Safety classes into 5
online classes, quizzes and digital downloads. Attachment B presents a selection of new
education resources generated.
• Inclusion of active transportation accommodations in PAUSD Reopening Guidelines.
• Progress Reports developed for each school community.
Background
City of Palo Alto Page 2
For 40 years, the City, PAUSD, and the PTA have maintained a child transportation safety-
focused collaboration in Palo Alto, meeting monthly as the City/School Traffic Safety Committee
(CSTSC). In 2006, this collaboration adopted a National Consensus Statement relying on a ‘5-E’
(Encouragement, Education, Engineering, Enforcement and Evaluation) injury prevention
framework to support safe, healthy and active school commutes. In 2016, the Partnership
adopted a sixth ‘E’ for Equity to align with national standards and to ensure that the SRTS
Partnership provides additional resources to support the needs of under-resourced or under-
represented student populations. In 2020, at the recommendation of the Safe Routes to School
National Partnership, the term “Enforcement” was replaced with the term “Engagement” to
reflect a more community-centered approach to supporting municipal and state bicycle and
pedestrian safety code compliance.
While Five-Year Work Plan objectives remain somewhat fixed from year to year, the strategies
to achieve the goals change each year are based on priorities set by program partners. Five-
Year Work Plan goals and strategies depend on the Safe Routes to School Partnership’s funding
and capacity and may be subject to change as demand dictates.
Discussion
COVID-19 Impacts
Prior to the onset of the COVID-19 Pandemic, record growth in student active transportation
numbers and new programming opportunities were the defining achievements of the 2019-
2020 academic year. The onset of the pandemic resulted in budget cuts, missed compulsory
spring bicycle safety education and the elimination of PAUSD’s appointed City School
Transportation Safety Committee Co-Chair. COVID Shelter-In-Place Guidelines further
hampered the SRTS Partnership’s capacity to provide community support following a March
2020 youth bicycle fatality in March, Palo Alto’s first in more than 15 years.
COVID created programming obstacles but also presented new opportunities as decreased car
commuting generated unprecedented increases in walking and biking. To address these
increases, the SRTS Team collaborated with the PAUSD Office of Emergency Services to
develop crisis communication materials and infrastructure plans to support the 58% of PAUSD
students that arrive at school on foot and bike and regularly ride around town during the
summer months.
The team developed some of the first SRTS online curriculum activities in the Bay Area, joined
the School District Reopening Subcommittee, and renewed the Partnership’s equity-
focused commitment to accommodate a growing number of low-income and economically
hard-shipped families with bike repair, supplies, multilingual ped/bike safety information
and person-to-person outreach.
A comprehensive table of 2019-20 SRTS activities organized by the Six Es is provided below.
Table 1:
City of Palo Alto Page 3
Safe Routes to School Program Activities, 2019-2020
Date Activity Partners (in order of
leadership)
Description Outcomes
Encouragement
Ongoing
Monthly
City School
Transportation
Safety
Committee
Meetings
CPA SRTS, PTA, Palo Alto
Police Department,
PAUSD, Community
Participants
Monthly Meetings • 10 2-hour
Meetings
• Approx. 150
participants
Ongoing
Monthly
City School
Transportation
Safety
Committee
Planning
Meetings
CPA SRTS, PTA, Palo Alto
Police Department,
PAUSD,
Monthly Meetings • 10 1-hour
Meetings
August-Nov.
2019
Middle & High
School Back to
School Events
PTA, PAUSD, CPA SRTS,
PAAPD, Palo Alto
Medical Foundation
(PAMF)
Commute planning,
bicycle licensing, bike
check-ups, and helmet
fitting
• Five 2-3
hour events
August-Nov.
2019
New Principal
Orientations
CPA SRTS, PAUSD SRTS information
session for new
principals
• Duveneck, Palo
Verde, Hoover
8/22/19 Safe Routes
PTA Champion
Volunteer
Orientation
PTA, CPA SRTS 2.5 hour training for
incoming Safe Routes to
School Champions
• 12 participants
9/29/19 Bike Palo Alto!
Helmet Fitting
CPA SRTS, Stanford
Injury Prevention and
Local Volunteers
Offered a bicycle safety
education table and
customized helmet
fittings
• 10 15-minute
presentations
• Est. 50 participants
9/30-10/4/19 Fall Walk &
Roll to School
Events
PTA, PAUSD, CPA SRTS Events to encourage
families to try walking,
biking, carpooling, or
transit
• 34 events
• Est. 200 volunteers
12/6/19 Haas Center
Partner
Breakfast
Stanford, CPA SRTS Meeting to
recruit Stanford
students for service
experiences
• Connection with
Youth for
Community
Services led to MLK
Day presentation
opportunity
1/20/20 MLK Day Youth for Community
Service, CPA SRTS
SRTS Q and A Table • Outreach to more
than 50 community
members
City of Palo Alto Page 4
Date Activity Partners (in order of
leadership)
Description Outcomes
2/6/20 Youth for
Community
Service
Meetings
Youth for Community
Service
Youth partnership
discussion
• Met with 2 Greene
Middle School
Students to discuss
SRTS Youth
Service Projects.
2/22/20 PAUSD School
and Family
Engagement
Fair
PAUSD, PTA, CPA SRTS SRTS Q and A Table • 100 Participants
3/1/20 Motherload
Cargo Bike Film
Festival
Wheelkids, CPA SRTS
Community Volunteers
Screened a film and
held an outdoor Cargo
Bike Show and Tell
• 60 Participants
• Developed contact
list of regional
cargo bike owners
4/22/20 Stanford
Research
Park Motherlo
ad Q&A Forum
Stanford, Bikes Make
Life Better, CPA SRTS
Participated
in cargo bike Q&A panel
of 3 Presenters
• 200 Participants
6/29/20 ITE Western
District Annual
Meeting
Presentation
CPA SRTS Participated in a panel
of 3presenters discussin
g active transportation
• 15-minute “Safe
Routes to School: A
Blueprint for
Transforming
Transportation”
to 50 Participants
Education
Ongoing Spare the Air
Youth
Meetings
Metropolitan
Transportation
Commission, City,
Regional Providers
Sharing best practices in
SRTS programs across
the Bay Area
• 4 Quarterly
Meetings
August 2019 Sixth Grade
Back to School
Bicycle Safety
Orientation
PAUSD, CPA SRTS Bicycle safety assembly
for all 6th graders
• 14 1-hour
presentations
• 950 students
8/26/19
9/26/19
Bike Rodeo
Captain
Training
CPA SRTS, PTA Prepared Bike Rodeo
Captains for Bike Rodeo
event coordination at
their school
• 5 1-hour trainings
• 11 schools trained
City of Palo Alto Page 5
Date Activity Partners (in order of
leadership)
Description Outcomes
August-
October 2019
Bicycle Life
Skills
Curriculum
CPA SRTS, PAUSD,
PAPD, PTA, Stanford,
PAMF, Bicycle Outfitter
Three-lesson bicycle
safety trainings for all
PAUSD 3rd graders
• Approx. 4.5 hours
of bike safety
education per
student
• 36 presentations
• 861 students
3/5/20 City Staff Cargo
Bike Safety
Training
CPA, Palo Alto Bicycles Introduction to new
City Cargo Bike for City
Staff
• Approx. 30 minutes
of bike safety
education
Engineering
Ongoing 2012 Bicycle +
Pedestrian
Transportation
Plan Projects
Transportation staff,
Public Works staff
Improvements
identified by the
community to enhance
walking and bicycling
• Ongoing design
feedback
• CSTSC input
Ongoing Neighborhood
Traffic Safety &
Bicycle
Boulevard
Program
(NTSBB)
Transportation and
Public Works staff
Bicycle Boulevard
projects that prioritize
improvements for
school children,
pedestrians, and people
on bicycles
• Ongoing design
feedback
• CSTSC input
• Education/
outreach
assistance
Ongoing Complete
Streets
Projects
Public Works staff with
Transportation staff
input
Roadway maintenance
projects that consider
all road users, including
people on foot or on
bicycles
• Ongoing design
feedback
• CSTSC
input Education/
outreach
assistance
Ongoing Safe Routes to
School
Projects
Transportation and
Public Works staff
Projects on school
routes arising from
VERBS grant analysis
and from PAUSD or PTA
requests
• Ongoing design
feedback
• CSTSC input
• Education/
outreach
assistance
Ongoing Palo Alto 311
Service
Requests
CPA SRTS Requests for
improvements on
school routes submitted
by the community
• 11 completed
requests
City of Palo Alto Page 6
Date Activity Partners (in order of
leadership)
Description Outcomes
Ongoing Pedestrian and
Bicycle
Advisory
Committee
(PABAC)
Support
CPA SRTS Monthly reports of SRTS
activities and collision
data given to advisory
committee
• Reports
at monthly PABAC
meetings
Ongoing Rorke Way CPA SRTS, Palo Verde ES Neighborhood outreach
to assess support for
red curb parking near
one of the school
entrances
• 43 letters sent to
residents
Engagement
Ongoing Monthly
Collision
Reporting
PAPD Bicycle and pedestrian
collision data shared
monthly with Safe
Routes/Transportation
staff
• 103 Recorded
Collisions
Ongoing Traffic Law
Enforcement
PAPD Enforcement of traffic
laws for both drivers
and bicyclists
• 276 citations
(mostly helmet
violations)
• 226 students
referred to Juvenile
Traffic Safety
Diversion Classes
Ongoing Bikes
Registered on
Bike Index
Bike Index, CPA SRTS,
PAPD
• 393
Ongoing Bikes Marked
Found or
Recovered
from Bike
Index
Bike Index, CPA SRTS,
PAPD
• 1
Evaluation
Ongoing SRTS Data
Providers
Network Regio
nal Meetings
Santa Clara Dept. of
Public Health, City
Sharing of County
resources and best
practices
• 4 2-hour Meetings
9/1-9/29/20 Classroom
Commute
Tallies
CPA SRTS, PAUSD Increased response rate
of online collection of
commute mode tallies
for all PAUSD students
• See Table 4
City of Palo Alto Page 7
Date Activity Partners (in order of
leadership)
Description Outcomes
9/1-9/29/20 Parked Bicycle
Counts
PTA, CPA SRTS Counts of parked
bicycles at all PAUSD
schools
• See Table 3
7/01/20 Parent Survey CPA SRTS Developed a school
travel assessment
parent survey
• See attachment
5/6/20 Infographic
Development
CPA SRTS, Stanford
Research Park
Developed a user-
friendly infographic of
SRTS program impacts
• See attachment
5/26/20 School
Progress
Reports
Developed school-
based progress report
of SRTS program
outcomes for all PAUSD
schools
• See attachment
Equity
Ongoing Equity Local
Presentations
and Meetings
CPA SRTS, City
Manager’s Office
Dedicated City School
Presentation and
meetings with PAUSD
to support economically
and historically
underrepresented
communities
• 5 hours
Ongoing Bike, Helmet,
& Bike Light
Giveaways
CPA SRTS, PAUSD, PTA,
Palo Alto Bicycles,
Gunn ReCycles
Donations by SRTS
partners for distribution
to students in need of
equipment
• 25 bike lights to
PAPD
• 35 bikes repaired
Ongoing Materials
Translation
Metropolitan
Transportation
Commission, Spare the
Air Youth Staff, CPA
SRTS
Translation of
educational, map, and
evaluation materials
into Spanish and
Mandarin
• 3 documents transl
ated
City of Palo Alto Page 8
Date Activity Partners (in order of
leadership)
Description Outcomes
8/1-
11/28/2019
Bike Repair
Bay
Area BikeMobile, VeloFi
x, PTA, CPA SRTS
Free school-based
bicycle repair clinics
that engage students in
hands-on bike repair
• BikeMoble repair at
5 schools - 100
bikes repaired per
school
• 30 bikes repaired
via the Cardinal
Bike Repair PTA
Pilot Project
• 40 student bikes
given away via
Gunn ReCycles.
COVID 19- Impacted Activities
Ongoing SRTS Website
Update
CPA SRTS Adapted the website to
provide better access to
data and COVID SRTS
resources
• Pageviews:
1,117 (Pageview is
the total number of
pages viewed.
Repeated views of
single page are
counted).
• Unique Pageviews:
498
Ongoing
Educational
Materials
CPA SRTS Developed a resource
section to support
safe physical distancing
while walking and
biking during shelter in
place
• See attachments
Ongoing
SRTS Site
Assessments &
Recommen-
dations
Review
CPA SRTS Replaced with Physical
Distancing Walk/Bike
Site Assessments at
each school
• Standard
assessments cancel
led due to COVID
• 120 hours of pre-
assessment prep,
database creation,
and COVID-related
assessments
Ongoing
Juvenile
Traffic Safety
Diversion
Program
PAPD, Traffic
Safe
Communities Network
of Santa Clara County
“Traffic School” for
youth with on-bike
citations
• 3 Classes
City of Palo Alto Page 9
Date Activity Partners (in order of
leadership)
Description Outcomes
Ongoing
Adult Crossing
Guards
PAPD Crossing guards for
elementary and middle
school students at
qualifying intersections
• Crossing guard
services suspended
following school
closures
2/16/20 Chinese New
Year Festival
Table
CPA SRTS, PTA
SRTS Table with
multilingual bike/ped
safety information
• Cancelled due to
COVID
3/1-7/1/20 Regional
COVID
Meetings
CPA SRTS, Spare the Air
Youth, Safe Routes
National Partnership
Led two coalitions of
regional SRTS providers
to develop information
sharing resources and
language for
supporting
inclusive travel options
during COVID
• 10 meetings
• SRTS inclusive
transportation
language included
in PAUSD School
Reopening
Guidelines
3/1-5/1/20 K-1 Pedestrian
Safety
Walk Smart, CPA SRTS,
PAUSD
Pedestrian safety
education classroom
lessons
• Cancelled due to
COVID
3/1-5/1/20
Walk Smart
Pedestrian
Safety Walking
Field Trips
Walk Smart, CPA SRTS,
PAUSD
Outdoor pedestrian
safety education for
2nd Graders
• Cancelled due to
COVID
4/1-7/1/20 PAUSD School
Reopening
Meetings
PAUSD, PTA, CPA SRTS Weekly working group
of PAUSD staff and
parent volunteers
• 5 SRTS School
Reopening Task
Force meetings
4/1-6/1/20 Fifth Grade
Bicycle Safety
Refresher
CPA SRTS, My Bike Skills,
PAUSD
Gradewide assembly-
based bike safety
education.
• In-person classes
cancelled due to
COVID
• Modified to online
format
5/1-6/1/20 Eighth Grade
Getting to High
School Online
CPA SRTS, My Bike Skills,
PAUSD
Gradewide assembly-
based bike safety
education.
• In-person classes
cancelled due to
COVID
• Modified to online
format
City of Palo Alto Page 10
Date Activity Partners (in order of
leadership)
Description Outcomes
6/1-7/1/20 Biking with
Preschoolers
Workshop
CPA SRTS Bicycle safety education
for parents of
preschoolers
• Two 1-hour
presentations
• 20 participants
6/1/20 Middle School
Bike Skills
WheelKids Bicycle Club,
CPA SRTS
Adjusted for COVID • Six 4.5- hour
classes
• 20 students
• 20 parents
Source: Office of Transportation, December 2020
Program Evaluation
As shown in Table 2, the 2019-20 education programs touched approximately 1,601
students. As of July 2020, the online curriculum activities had recently been developed.
Download statistics will be available in the 2020-21 Annual Report.
Table 2:
2019-2020 Safe Routes to School Core Education Program Reach
Program Number of
Lessons/
Assemblies
Number of PAUSD
Students Taught
K-2 Pedestrian Online Safety Downloads* 0 0**
Third Grade Bicycle Life Skills Curriculum 36 756
Fifth Grade Online Bicycle Refresher* 0 0
Sixth Grade Back to School Bicycle Safety
Orientation
14 845
Eighth Grade Online Getting to High School
Event*
0 0
Total for Core Education Programs 50 1601
Source: Office of Transportation, June 2020
* Denotes online curriculum activity
** Download was shared following 7/1/20 Fiscal Year. Download stats will be provided in the
next Annual Report
In addition to post-program surveys of teachers, administrators, and volunteers, the
Partnership collects data to estimate levels of school commute alternative mode use. Tables 3
and 4 present yearly alternative mode share/shift, calculated by using bike rack counts and
classroom travel tallies each fall. Bike rack counts are administered by PTA volunteers
calculating the number of parked bikes at their school. More detailed SRTS data can be found in
Attachment C.
City of Palo Alto Page 11
Table 3:
2019 Parked Bicycle Counts at PAUSD Schools
School Type 2019 Parked
Bikes
% Biking % pt. + or – since 2016-17
Elementary 759 16% 0
Middle 1,674 63% +13
High 2,102 51% +10
Total 4,535 39% +8
Source: Office of Transportation, December 2019
Classroom travel tallies are administered by teachers through a show of student hands. In 2016-
17, new online data gathering methods for the classroom travel tally helped expand the
program’s capacity to conduct travel tallies at the secondary level. The City has a goal of
reaching a mean district response rate of 70%. The mean tally response rate was 49% in the
first year of this effort; this year the mean district response rate was 68%. Table 4 shows the
travel mode percentages aggregated by school type for the current school year.
Table 4:
2019 PAUSD Classroom Tally of Mode to School
Walk
Scooter
Skate
(%)
Bike
(%)
Carpool
(%)
Transit
(%)
Drive
(%)
Resp.
Rate
(%)
Alt.
Transp.
Mode
(%)
Alt. Mode Shift +
or – since 2016-
17
(%)
Elem. 25 16 6 3 50 80 50 +3
Middle 13 57 8 2 20 84 80 +3
High 9 54 6 6 24 61 75 +6
Average 15 42 7 4 31 75 68 +4
Source: Office of Transportation, December 2019
Data Interpretation
Weather variations, date of data collection, absenteeism, classroom tally participation rates,
school-based special events, volunteer-based calculation errors, and whether bicycles are left in
the rack or removed during the school day impact the validity of these results.
Importantly, the small mode shift changes across all school levels are well within the norm of
data fluctuations and suggest sustained levels of alternative mode use at a rate that is more
than twice the national average. Nevertheless, the relatively high use of the family car for
school commutes of two miles or less, particularly at the elementary level, continues to
represent a growth area for the program. For this reason, the SRTS Partnership will seek to:
• Sustain active mode share numbers; and
City of Palo Alto Page 12
• Provide bicycle, pedestrian and driver safety education to accommodate the buildout of
infrastructure appropriate for such high levels of alternative transportation.
Adopted SRTS Objectives, 2018-2022
The 2019-20 Five-Year Work Plan that was reviewed and accepted at the April 19, 2019, City
School Transportation Safety Committee (CSTSC) will continue serving as a roadmap for the
program’s development. The goal of the plan is to grow and strengthen community-wide
support through the SRTS Six E's model for safe, active, healthy, and sustainable school
commutes. The seven objectives of the Five-Year Plan are listed below. The Safe Routes to
School Partnership will advance these objectives through the various strategies presented in
Attachment A.
1. Adopt and institutionalize key SRTS practices and policies across the Partnership and
gather best practices from elsewhere
2. Provide, continue, and enhance school- and community-based SRTS education
programs, materials, and communications
3. Expand and enhance SRTS events, encouragement programs, and materials to
communicate the value of SRTS to parents, students, and the community
4. Gather data to assess and improve SRTS program outcomes
5. Engineer routes to school to develop more safe and efficient networks for families
choosing active transportation
6. Increase awareness and engagement between City Departments and the community
to advance awareness of the SRTS mission, goals, and strategies
7. Commit to an equitable distribution of SRTS resources to encourage broad SRTS
community participation
Key activities for Year 3 included the development of school report cards summarizing travel
mode split, SRTS activities undertaken, and the level of green travel status; developing fact-
based and consistent Safe Routes to School messages for use on social media; developing a
PAUSD parent survey to evaluate participant demographics and identify challenges to more
active transportation: and working with PAUSD Family Engagement Specialists to develop an
Equity Action Plan to expand support of underrepresented and under-resourced communities.
Policy Implications
This program is consistent with key transportation goals in the City’s Comprehensive Plan 2030,
including creating a sustainable transportation system, reducing congestion, and providing a
safe environment for all road users. Specific policies and programs include:
• Policy T-1.16: Promote personal transportation vehicles as an alternative to cars (e.g.
bicycles, skateboards, roller blades) to get to work, school, shopping, recreational
facilities and transit stops.
• Program T-1.16.4: Participate in local and regional encouragement events such as
Palo Alto Walk and Rolls, Bike to Work Day, and Bike Palo Alto! that encourage a
culture of bicycling and walking as alternative to single-occupant vehicle trips.
City of Palo Alto Page 13
• Policy T1.19: Provide facilities that encourage and support bicycling and walking.
• Program T1.19.2: Prioritize investment for enhanced pedestrian access and bicycle
use within Palo Alto and to/from surrounding communities, including by
incorporating improvements from related city plans, for example the 2012 Palo Alto
Bicycle + Pedestrian Transportation Plan and the Parks, Trails & Open Space master
Plan, as amended, into the Capital Improvements Program.
• Policy T-2.7: Work with the PAUSD to resolve traffic congestion issues associated
with student drop-off and pick-up. Address pedestrian and bicycle access, circulation
and related issues such as coordinating bell schedules on City rights-of-way adjacent
to schools and on PAUSD property.
• Program T6.1.1: Follow the principles of the Safe Routes to Schools program to
implement traffic safety measures that focus on safe routes to work, shopping,
downtown, community services, parks, and schools including all designated school
commute corridors.
• Program T6.1.2: Develop, distribute, and aggressively promote maps and apps
showing safe routes to work, shopping, community services, parks and schools
within Palo Alto in collaboration with stakeholders, including PAUSD, major
employers, TMA's, local businesses and community organizations.
• Policy T-6.2: Pursue the goal of zero severe injuries and roadway fatalities on Palo
Alto city streets.
• Policy T-6.4: Continue the Safe Routes to School partnership with PAUSD and the
Palo Alto Council of PTAs.
• Policy T-6.5: Support PAUSD adoption of standard Safe Routes to School policies and
regulations that address the five E's of education, encouragement, enforcement,
engineering and evaluation.
• Program T6.6.2: Continue to provide educational programs for children and adults,
in partnership with community-based educational organizations, to promote safe
walking and the safe use of bicycles, including the City-sponsored bicycle education
programs in the public schools and the bicycle traffic school program for juveniles.
• Program T6.6.3: Work with PAUSD and employers to promote roadway safety for all
users, including motorized alternatives to cars and bikes such as mopeds and e-
bikes, through educational programs for children and adults.
Timeline
The Safe Routes to School Partnership supports an ongoing, year-round program which includes
both engineering and programmatic elements. A timeline of recently completed and upcoming
infrastructure projects that reduce risk to students is included in Table 5.
Table 5:
SRTS Infrastructure Project Timelines
Project School Routes to
be Improved
Completion Date or Future
Construction Start
City of Palo Alto Page 14
Project School Routes to
be Improved
Completion Date or Future
Construction Start
Churchill Avenue Enhanced Bikeway, Phase
0
Palo Alto HS Completed April 2016
Cowper Street at Coleridge Avenue High-
visibility Crosswalks
Walter Hays Completed April 2016
Georgia Ave High-visibility Crosswalk and
Curb Extension
Terman MS
Gunn HS
Completed Summer 2016
Los Robles Avenue Bikeway Enhancements Briones
Terman MS
Gunn HS
Completed Summer 2016
Park Boulevard Bicycle Boulevard Early
Implementation (Stanford Avenue to
Cambridge Avenue)
Jordan MS
Palo Alto HS
Completed Summer 2016
Middlefield Road and North California
Avenue Complete Street Project
Jordan MS
Palo Alto HS
Completed Fall 2016
Garland Drive Sharrows Jordan MS Completed Winter 2017
Overcrossing/Undercrossing Improvements Jordan MS
Palo Alto HS
Completed August 2017
Arastradero Road at Donald Drive Spot
Safety Improvements
Terman MS Completed September 2017
Cowper Street at Coleridge Avenue Traffic
Circle Trial
Walter Hays Completed September 2017
Colorado Avenue at Sandra Place Spot Safety
Improvements
Ohlone Completed July 2018
Channing Avenue and St Francis Drive
Enhanced Bikeway
Duveneck Completed Summer 2018
Ross Road Bicycle Boulevard El Carmelo Ohlone
Palo Verde
Jordan MS
Gunn HS
Palo Alto HS
Completed November 2019;
Adjustments November
2020
Additional minor concrete
work will be done early 2021
Amarillo Avenue-Moreno Avenue Bicycle
Boulevard
El Carmelo
Ohlone
Palo Verde
Completed November 2019;
Adjustments November
2020
Charleston-Arastradero Corridor Project
Phase 1 and 2
Barron Park Briones
Hoover Fairmeadow
JLS MS
Terman MS
Gunn HS
November 2020
City of Palo Alto Page 15
Project School Routes to
be Improved
Completion Date or Future
Construction Start
Charleston-Arastradero Corridor Project
Phase 3
Barron Park Briones
Hoover Fairmeadow
JLS MS
Terman MS
Gunn HS
Estimated construction start
Spring 2021
Churchill Avenue Enhanced Bikeway, Phase
1
Palo Alto HS Summer 2021
Churchill Avenue Highway-Railroad Crossing
Safety Improvement Project
Palo Alto HS Late Fall 2022
East Meadow Drive and Fabian Way
Enhanced Bikeway
Fairmeadow Hoover
Palo Verde
JLS MS
Gunn HS
Estimated construction start
Late Fall 2022
Bryant Street Bicycle Boulevard Extension
(East Meadow Drive to San Antonio Road)
Fairmeadow
Hoover
JLS MS
Gunn HS
TBD via a new public
outreach process for
NTSBB* projects
Bryant Street Bicycle Boulevard Upgrade
(Menlo Park City Limits to East Meadow
Road)
Addison
El Carmelo
JLS MS
Jordan MS
Palo Alto HS
Gunn HS
TBD via a new public
outreach process for
NTSBB* projects
Louis Road-Montrose Avenue Bicycle
Boulevard
Fairmeadow
JLS MS
Gunn HS
TBD via a new public
outreach process for
NTSBB* projects
Maybell Avenue Bicycle Boulevard Briones
Terman MS
Gunn HS
TBD via a new public
outreach process for
NTSBB* projects
Park Boulevard-Wilkie Way Bicycle
Boulevard
Barron Park Briones
Terman MS
Gunn HS
TBD via a new public
outreach process for
NTSBB* projects
Stanford Avenue Bicycle Boulevard Barron Park Briones
Terman MS
Gunn HS
TBD via a new public
outreach process for
NTSBB* projects
Source: Office of Transportation, December 2020
*NTSBB: Neighborhood Traffic Safety and Bicycle Boulevard Project
Resource Impacts
The 2019-20 Safe Routes to School (PL-00026) budget was $214,200. Staff consisted of two (2)
full-time coordinators for a total of two (2) FTEs (full time equivalent). This capital improvement
City of Palo Alto Page 16
project (CIP) allows for strategic investments in school route safety infrastructure, such as
crosswalks, pedestrian flashing beacons, improved signage, and street markings.
Safe Routes to School infrastructure projects are financed through a variety of means, including
the Safe Routes to School (PL-00026), Bicycle and Pedestrian Transportation Plan
Implementation (PL-04010), and Street Maintenance (PE-86070) CIPs as well as through several
grant programs.
Environmental Review
This agenda item is for City Council review and input and is not a “project” requiring review
under the California Environmental Quality Act (CEQA).
CITY OF PALO ALTO | 250 HAMILTON AVENUE, PALO ALTO, CA. 94301 | 650-329-2100
TO: HONORABLE COUNCIL MEMBERS
FROM: PHILIP KAMHI, CHIEF TRANSPORTATION OFFICIAL
DATE: CITY COUNCIL MEETING DECEMBER 14, 2020
SUBJECT: SAFE ROUTES TO SCHOOL ANNUAL INFORMATIONAL REPORT
This at place memo provides the attachments referenced in the Annual Informational Report.
_______________________ _________________________
Philip Kamhi Ed Shikada
Chief Transportation Official City Manager
DocuSign Envelope ID: CD7A99D2-236D-4F28-9C8E-0DD7755E794D
O-1 O-2 O-3 O-4 O-5 O-6 O-7
Adopt and institutionalize
key SRTS practices and
policies across the
Partnership and gather best
practices from elsewhere
Provide, continue
and enhance school
and community-
based SRTS
education programs,
materials and
communications
Expand and enhance
SRTS events and
encouragement
programs and
materials to
communicate the value
of SRTS to parents,
students and the
community
Gather data to assess
and improve SRTS
program outcomes
Engineer routes
to school to
develop a more
safe and
efficient
network for
families
choosing active
transportation
Increase awareness &
engagement between City
Departments and the community
to advance awareness of the
SRTS mission, goals & strategies
Commit to an equitable
distribution of SRTS resources
to encourage broad SRTS
community participation
S-1 S-2 S-3 S-4 S-5 S-6 S-7
Work toward PAUSD SRTS
policy adoption
Build out two
Stanford service
learning education,
evaluation &
enforcement
projects
Expand Youth for
Environmental
Sustainability Conf.
Participation
Develop SRTS Public
Service
Announcements
Increase Spanish and
Mandarin materials
Develop SRTS
educational posters
Participate in
countywide SRTS data
pilot
Integrate Statewide
Traffic System
(SWITRS) data into
SRTS
Pilot online travel tally
Complete two
site
assessments
and update
Walk and Roll
Maps
Update City Comprehensive
Plan policies
This goal was not developed
S-1 S-2 S-3 S-4 S-5 S-6 S-7
Develop a PAUSD SRTS policy
to sustain ongoing
commitment from PAUSD
Explore optional
and compulsory
SRTS high school
education programs
Develop a
communications plan
outline
Develop a public list of
carpooling resources
Develop a PAUSD
parent survey to
evaluate participant
demographics and
identify challenges to
more active
transportation
Complete two
site assessments
with updated
Walk and Roll
Maps for Palo
Verde and Gunn
H.S.
Create an enforcement strategy
to reflect changing staffing
levels by shifting traffic
enforcement role to patrol
officers
Conduct a bike repair class
with student input
Promote safer routes for East
Palo Alto PAUSD student
bicyclists
S-1 S-2 S-3 S-4 S-5 S-6 S-7
Develop school report cards
summarizing travel mode
split, SR2S activities
undertaken, and the level of
green travel status
Implement optional
and compulsory
SRTS high education
programs
Develop fact-based
and consistent Safe
Routes to School
messages that can be
used on social media
Administer a PAUSD
parent survey to
evaluate participant
demographics and
identify challenges to
more active
transportation
Complete two
site assessments
with updated
Walk and Roll
Maps for Palo
Verde and Gunn
H.S.
Work with PAPD/City to
promote the Bike Index Registry
as a means of preventing bike
theft and create a workflow at
PAPD to include Bike Index
checks on all recovered bikes
Work with PAUSD Family
Engagement Specialists to
develop an Equity Action Plan
to support underrepresented
and under-resourced
communities
S-1 S-2 S-3 S-4 S-5 S-6 S-7
Hold two PAUSD/City/PTA
Partnership meetings to re-
initiate PAUSD SRTS policy
implementation and renew
Partnership Consensus
Statement
Include Youth as the Fourth
Partner of the PA SRTS
Partnership
Enhance High
School youth
outreach
Enhance SRTS
online educational
materials and
resource library
Ensure updated,
standardized SRTS
language is included in
all PAUSD websites and
parent handbooks
Pilot one Winter Walk
and Roll event
Conduct two local
family cycling events
Complete Year 3
Strategy to distribute
a PAUSD parent
survey
Develop a behavior
change-focused SRTS
infographic
Complete two
site assessments
Work with the Community
Services Department to
administer a bicycle facility
needs
assessment ie. “Safe Routes to
Parks”
Ensure that relevent
transportation concept plans,
updated Pedestrian Bicycle Plans
and proposed community
engagement strategies are
reviewed by the CTSTSC
Complete Year 3 Strategy to
Work with PAUSD Family
Engagement Specialists to
develop an Equity Action Plan
Increase SRTS outreach to
students with special needs and
other disabilities by
conducting a minimum of one
SRTS presentation
Safe Routes to School 5 Year Work Plan for Years 1-4
*Contingent on safe routes to school funding/capacity and subject to change as demand dictates.
Mission
Goal
To grow and strengthen community-wide support through the SRTS 6 E's (Education, Encouragement, Engineering, Engagement, Evaluation, and Equity) model for safe,
active, healthy, sustainable, school commutes.
Long-Term Objectives* (O)
Year Four Strategies (S) Items Listed in Bold = Completed Activities
Year Three Strategies (S) Items Listed in Bold = Completed Activities
Year Two Strategies (S) Items Listed in Bold = Completed Activities
Year One Strategies (S) Items Listed in Bold = Completed Activities
To enhance and sustain the City/PAUSD/PTA/Youth community partnership to reduce risk to students en route to and from school, and to encourage more families to
choose healthy, active, sustainable alternatives to driving solo more often.
Appendix A: SRTS 5 Year PlanDocuSign Envelope ID: CD7A99D2-236D-4F28-9C8E-0DD7755E794D
Objective 1: Adopt and institutionalize key SRTS practices and policies across the Partnership and gather best practices from elsewhere
S-1. Support Safe Routes to School Transportation Safety Representatives at each school site
S-2. PTA inspires action and educates potential leaders about public process, governance and SRTS Advocacy
S-3. Support increased uniform patrol presence to encourage and enforce compliance with existing laws
S-4. Maintain the City School Traffic Safety Committee (CSTSC) as a forum to further the SRTS Partnership's mission, goals & strategies
S-5. Improve communication of SRTS Consensus Statement and other policies, including PAUSD Building for Excellence Requirements, Palo
Objective 2: Provide, expand and enhance school and community-based SRTS education programs and materials
S-1. Cultivate a community of parents and others to build a network of skilled leaders for education and advocacy
S-2. Support active transportation events during the year by setting up information tables, assisting families with route planning and
responding to infrastructure concerns
S-3. Maintain K-2 in-class educational offerings and optimize the program to match students capabilities, support educational best practices
and incorporate infrastructure updates
S-4. Maintain 3rd grade Bicycle Life Skills in-class Curriculum and optimize program to match student capabilities, support best practices and
incorportate infrastructure updates
S-5. Maintain 5th grade in-class educational offerings and optimize the program to match studnets capabilities, support best practices and
incorporate infrastructure updates
S-6. Maintain 6th grade in-class educational offerings and optimize programs to match student capabilities, support best practices and
Objective 3: Expand & enhance encourgagement programs to communicate the value of SRTS to parents & the community
S-1. Support Spring and Fall Walk & Roll Week
S-3. Support Bike to Work Day
S-4. Support City participation in Bike Palo Alto as communicated by the City Manager's Office
S-5. Communicate program activities and successes to the broader community
S-6. Use Walk and Roll Maps and "Safety Tips for Peds/Bikes/Drivers" as part of messaging
S-7. Employ purposeful incentives to support SRTS partcipation
S-8. Communicate the value of bicycling, walking, transit and sharing rides
S-9. Enhance website functionality and user experience
S-10. Support parent education, including Back to School Nights, spring information nights for rising 5th, 6th, and 7th graders and providing
SRTS information in Back to School packets
S-11. Develop a communication plan outline for crisis communications
Objective 4: Gather data to assess and improve SRTS program outcomes
S-1. Incorporate traffic and engineering data into mode split and modal share assessments
S-2. Explain the purpose of data collection to PAUSD administrators and share the data
S-3. Conduct yearly online travel tallies for PAUSD grades K-12
S-4. Conduct yearly bike counts
S-5. Manage local and administrative data requests
Objective 5: Engineer routes to school to develop a more safe and efficient network for families choosing active transportation
S-1. Assist with bicycle infrastructure design review to inform the planning process
S-2. Design and provide materials and education about new infrastructure improvements
S-3. Advovate as a Partnership for the rapid implementation of bike network, bike boulevards, bike racks, arterial projects and bicycle plans
S-4. Respond to Safe Routes to School -related Palo Alto 311 request
S-5. Conduct community site visits
S-6. Provide crossing guard management, including assessing needs, developing contracts and replying to public feedback
S-7. Develop material to support new engineering/infrastructure treatments
Objective 6: Deepen awareness & engagement across City Department & among community reps to advance & institutionalize SRTS
S-1. Support the build-out of the City of Palo Alto Bicycle and Pedestrian Transportation Plan
S-2. Provide students and families with transit system information and offer guidance of proposed transit changes
S-3. Model walking, biking, carpool, and transit through daily transportation decisions
S-4. Assist with plans to develop a more efficient roadway network for families choosing active transportation
S-5. Collaborate with local agencies, including public works, utilities, law enforcement and district officials to support motorist, pedestrians,
and bicyclists
Objective 7: Commit an equitable distribution of SRTS resources to encourage broad SRTS community participation
S-1. Develop Spanish and Chinese language materials
S-2. Promote a "no-guilt approach" to encourage participation via all transportation modes
S-3. Support free service, such as bike repair, helmet and bike light distribution and compulsory education to ensure that under-resourcesd
students can access important safety resources in a way that does not stigmatize them
S-4. Ensure ongoing awarness regarding the geopgrahic distribution of SRTS staff time and resources among Palo Alto regions and across
Safe Routes to School 5-Year Work Plan Ongoing StrategiesDocuSign Envelope ID: CD7A99D2-236D-4F28-9C8E-0DD7755E794D
Appendix B: SRTS 2019-20 Materials
1. School Progress Report Example
DocuSign Envelope ID: CD7A99D2-236D-4F28-9C8E-0DD7755E794D
SAFE ROUTES TO SCHOOL
50 Years of Safety, Sustainability, and Mobility
Middle and High School Student Bicycle Mode Average
ACTIVE TRANSPORTATION:
Healthier Students, Climate Benets and Academic Performance
During the
morning
commute,
driving to
school
represents 10 -
14 percent of
traffic
nationally.
BREATHE EASIER: The number of
students bicycling to school in Palo
Alto is forecasted to increase to 4,560
by 2024. This would equate to a
reduction of > 1.69 million vehicle
miles traveled and
> 752 tons of CO2 pollution over the
next five years.2
THE MORE THEY BURN THE BETTER THEY
LEARN: Research shows that students
that receive mostly A’s get more physical
activity than students that receive D’s
and F’s. Walking or Biking to School isa
great way
to meet the Surgeon General’s
recommended
60 minutes of daily physical activity.
10%
60%
50%
40%
30%
20%
Trends show a 36% increase in PAUSD secondary school studentsbiking to school over the past 20 years.
For more information contact: saferoutes@cityofpaloalto.org |
650/329-2520 | www.cityofpaloalto.org/saferoutes
1Based on 2019 Bike Rack Counts
2Assumes a continuation of the past average annual increase over the last 17 years of 2.3%, which would yield 2,305 additional students bicycling by 2024.
Assumes 1 student per car traveling an average of 2 miles each way (4 miles round trip) per day, for a total of 720 vehicle miles reduced per student bicycling
per school year (1,660,072 vehicle miles reduced with 2,305 new cyclists by 2024). Assumes 403g of CO2 are not emitted for each vehicle mile traveled
reduced, which would yield a total of 669,009,016g or 737 tons of CO2 reduced.
2000 2005 2010 2015
Based on 2019 Bike Rack Counts,
more than 57% of PAUSD Middle and High
School Students bike to school.1
CO2
Appendix B: SRTS 2019-20 Materials2. SRTS InfographicDocuSign Envelope ID: CD7A99D2-236D-4F28-9C8E-0DD7755E794D
Appendix B: SRTS 2019-20 Materials
3. 2020 Program Photos
DocuSign Envelope ID: CD7A99D2-236D-4F28-9C8E-0DD7755E794D
Appendix B: SRTS 2019-20 Materials 4. 2020 Lego Bike Safety Online Curriculum
DocuSign Envelope ID: CD7A99D2-236D-4F28-9C8E-0DD7755E794D
Appendix B: SRTS 2019-20 Materials
5. 2020 COVID Bike Safety Bilingual Materials
DocuSign Envelope ID: CD7A99D2-236D-4F28-9C8E-0DD7755E794D
City of Palo Alto (ID # 11833)
City Council Staff Report
Report Type: Informational Report Meeting Date: 12/14/2020
City of Palo Alto Page 1
Summary Title: COVID-19 Emergency Operations After Action Review
Title: COVID-19 Emergency Operations Center After-Action Review, March 16-
June 30, 2020
From: City Manager
Lead Department: City Manager
This is an informational report and no Council action is required.
Background
On 16 March 2020 the City of Palo Alto activated the Emergency Operations Center (EOC) in
response to the mounting Novel Coronavirus pandemic. This activation was virtual, leveraging
the City’s information technology to connect more than 60 EOC staff members working from
home or City facilities. The EOC was active for 116 days. The City deactivated the EOC on 30
June 2020 which coincided with an initial reduction of coronavirus cases and hospitalizations
across Santa Clara County, and at the point where most city services were utilizing day to day
systems rather than emergency operations.
Discussion
Pursuant to the State of California Standardized Emergency Management System (SEMS), any
jurisdiction that activates an EOC must submit an After-Action Review (AAR) to the State of
California Office of Emergency Services (CalOES). The After-Action Review and Corrective
Action Plan is also an emergency management best practice, to identify and report to the City
Manager areas for improvement in the City’s emergency response capabilities.
To conduct this review, staff from the Palo Alto Office of Emergency Services surveyed the
City’s management and professional staff to identify strengths, weaknesses, and opportunities
for improvement in the City’s EOC response to COVID-19 and future emergencies. We also
identified and gathered information (i.e., performance measurements) from EOC staff to more
objectively assess the outcomes of the EOC response, including whether EOC objectives and
action plans were appropriate and effective to mitigate the COVID-19 emergency. The attached
“After-Action Report/Improvement Plan” provides the results of this review.
The completion of this review and report reflects the City’s commitment to continuous
CITY OF
PALO
ALTO
City of Palo Alto Page 2
improvement and a learning culture. The City Manager would like to acknowledge and thank
the Office of Emergency Services for preparing the attached report, and for all City departments
and community partners that have been vital to management of the City’s response to the
pandemic emergency.
Stakeholder Engagement
Staff from the Palo Alto Office of Emergency Services surveyed the City’s management and
professional staff to identify strengths, weaknesses, and opportunities for improvement, and
gathered EOC performance information to support the assessment.
Environmental Review
This is not a project subject to environmental review.
Attachments:
• CV19 AAR_12-3-20_Final
After-Action Report/Improvement Plan:
City of Palo Alto’s Emergency Response
to the COVID-19 Pandemic:
March 16, 2020 to June 30, 2020
December 3, 2020
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 1 of 23
INTRODUCTION
Background on Emergency: COVID-19
Novel Corona Virus (COVID-19) began in an exotic market in Wuhan, China in December 2019.
International response was not fast enough to prevent worldwide spread and a resulting
pandemic.
On March 4, 2020, California declared a state of emergency and by March 14, 2020, the state had
recorded 335 cases of COVID-19 and 6 deaths. On March 16, 2020, Santa Clara County ordered
all its residents to shelter in place except to engage in certain essential services and activities.
In response to the public health emergency, Palo Alto’s City Manager, acting as the statutory
director of emergency services, issued a proclamation of local emergency that was ratified by the
City Council on March 16, 2020. Concurrently, the City activated its Emergency Operating Center
(EOC).
Between March 12-16, neighboring jurisdictions issued emergency proclamations and activated
their EOCs including the Cities of Los Altos, Mountain View, Santa Clara, and Sunnyvale.
Exhibit 1 summarizes key events that influenced the City’s decision making during the relevant
period, including events related to COVID-19 and other hazards:
Exhibit 1: COVID-19 and Associated Milestones (January to June 2020)
January 9 — WHO Announces Mysterious Coronavirus-Related Pneumonia in
Wuhan, China. There are 59 cases so far.
January 21 — CDC Confirms First US Coronavirus Case. A Washington state resident
becomes the first person in the United States with a confirmed case of the 2019
novel coronavirus, having returned from Wuhan on January 15.
January 31 — WHO Issues Global Health Emergency. With a worldwide death toll
of more than 200 and an exponential jump to more than 9,800 cases, the WHO
declares a public health emergency, for just the sixth time. Human-to-human
transmission is quickly spreading and can now be found in the United States,
Germany, Japan, Vietnam, and Taiwan.
February 3 — US Declares Public Health Emergency. The Trump administration
declares a public health emergency due to the coronavirus outbreak.
February 27 – Santa Clara County Public Health identified first case of COVID-19
March 9 – Santa Clara County Public Health announced first death from COVID-19,
and 43 confirmed cases in the county, 21 of those identified as community-
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 2 of 23
transmitted. County Public Health orders the cancellation of mass gatherings of
1000 people or more; Palo Alto cancels over 30 events through the end of March.
March 11 — WHO Declares COVID-19 a Pandemic.
March 13 — President Trump Declares COVID-19 a National Emergency.
March 16 — The Public health officers of Alameda, Contra Costa, Marin, San
Francisco, San Mateo, and Santa Clara counties announced, with the City of
Berkeley, a legal order directing their respective residents to shelter at home for
three weeks beginning March 17. The order limits activity, travel and business
functions to only the most essential needs.
March 19 — California Issues Statewide Stay-at-Home Order. California becomes
the first state to issue a stay-at-home order, mandating all residents to stay at
home except to go to an essential job or shop for essential needs.
March 23 – Palo Alto City Council adopts urgency ordinance prohibiting residential
evictions due to Covid-19
April 18 — The County of Santa Clara's Public Health Department issued expanded
guidance, strongly urging all individuals to wear face coverings when out of their
homes to perform essential activities.
May 13 — Palo Alto issues and emergency order requiring face coverings to be
worn by the public when outside their home for any type of activity or business in
Palo Alto. Exceptions to Palo Alto’s Order include those engaging in outdoor
recreation such as walking, hiking running or biking - as long as each person
engaged in such activity maintains at least six feet of separation from others. Other
jurisdictions in the County and State were issuing similar orders.
May 25 — In Minneapolis, Minnesota, George Perry Floyd, a 46-year-old Black man
was killed by a police officer who was attempting to arrest him. Protests, some
descending into riots and looting, started in Minneapolis and spread to the Bay
Area by May 28 in response to alleged institutional racism against Black people.
Cities nationwide imposed curfews and some states activated National Guard
personnel in response to the unrest. Sustained protests continued in the Bay Area
for weeks following the initial protests.
May 27 – In response to a Bay Area heat advisory during the pandemic, Santa Clara
County opens cooling centers in the cities of San Jose, Gilroy, Morgan Hill, Saratoga,
and Campbell.
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 3 of 23
May 28 — US COVID-19 Deaths Pass the 100,000 Mark. The CDC says surpassing
100,000 deaths is a “sobering development and a heart-breaking reminder of the
horrible toll of this unprecedented pandemic.” It asks that Americans continue
following local and state guidance on prevention strategies, such as social
distancing, good hand hygiene, and wearing a face mask while in public.
June 2 — San Mateo County and Palo Alto join other Bay Area jurisdictions in
imposing curfews amid continuing unrest and looting sparked by allegations of
institutional racism against Black people and the killing of George Floyd in
Minneapolis. Palo Alto lifted its curfew on June 4.
June 3 — Palo Alto’s Mitchell Park Community Center opens to serve as a
community cooling center in response to the local heat advisory.
June 5 – Santa Clara Public Health Office health order allows for outdoor restaurant
dining, in-store- retail and shopping centers to open, summer camps and summer
schools to operate, home cleaning and other in-home services, and other activities
with the requirement to follow social distancing requirements. Outdoor
recreational activities that do not involve physical contact are permitted.
June 10 — US COVID-19 Cases Reach 2 Million. The number of confirmed cases of
COVID-19 hits 2 million in the United States as new infections continue to rise in 20
states. Cases begin to spike as states ease social distancing restrictions.
At the end of June, the global death toll of COVID-19 had reached 511,251, with 25% (127,251)
from the United States alone. The number of global cases reached 10,475,817, and again, the
United States accounted for 25% (2,627,584) of the total global number.
Palo Alto’s Emergency Operating Center (EOC)
Under California’s Standardized Emergency Management Guidelines (SEMS), Palo Alto’s Office of
Emergency Services (OES) has developed policies and procedures to manage and coordinate any
emergency response upon activation of the EOC.
Preparing for Disaster
In coordination with key community stakeholders, including Stanford University, OES has
identified threats/hazards and the City’s capabilities to address OES’s five mission areas of
prevention, protection, mitigation, response, and recovery. OES’s 2017 risk assessment included
the following statement on the potential for a public health pandemic:1
1 See Palo Alto’s Threat and Hazards Identification and Risk Assessment publication at:
https://www.cityofpaloalto.org/civicax/filebank/documents/43866
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 4 of 23
“The Center for Disease Control and Prevention (CDC) has estimated that,
in the US alone, a "minor" influenza pandemic could infect up to 200
million people and cause between 100,000-200,000 deaths. The potential
financial impact on the US of this type of pandemic is estimated at $166
billion. Pandemics could continue for up to 24 months and cause major
disruptions in supply chains for essential goods and services.”
EOC Roles and Responsibilities
OES is responsible for managing the City’s Emergency Operations Center (EOC) and alternate
facilities. OES ensures operational readiness and trains City staff in emergency response. OES has
assigned the following roles and responsibilities, which may be expanded to include other
individuals or agencies:
• The City Manager, Assistant City Manager, and the Director of Emergency Services (OES Chief)
are the heads of the City's Emergency Organization and can activate the EOC.
• City Council plays a supporting role by making necessary emergency proclamations and
staying aware of the emergency. The City Council Liaison Officer ensures that the City Council
is apprised of the emergency.
• Interdepartmental staff, including City department heads, are trained by OES and pre-
assigned specific roles and responsibilities.
EOC Objectives
Palo Alto’s EOC is a location from which centralized emergency management can be performed
during a major emergency or disaster, including setting objectives and priorities and resource
planning. The foundation EOC objectives are to minimize injury and loss of life, minimize property
damage and adverse economic impact to the community, minimize adverse environmental
impact, provide for the immediate needs of disaster victims, provide timely and accurate
information to the public regarding emergency actions, and maintain continuity of governance.
During the City’s emergency response to the COVID-19 pandemic, the EOC objectives were to:
• Align the efforts of City departments and staff with the directives provided by the City
Manager and other authorities.
• Maintain continuity of government and essential functions and services in the City.
• Develop situational awareness about the pandemic and anticipated and unanticipated
consequences.
• Support the transition of our entire workforce through remote work tools and other team
efficacies.
• Ensure the safety of our vulnerable communities.
• Ensure effective opportunities for public participation in meetings.
Critical Action Team (CAT)
OES coordinated the City’s initial response to the COVID-19 pandemic through a critical planning
process that started on March 2, 2020 and continued up through the City’s declaration of
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 5 of 23
emergency on March 16, 2020 that triggered the formal activation of the EOC. The Critical Action
Team, consisting of the City Manager, certain department directors, and selected division
managers, met to plan and document the City’s initial response to the pandemic, including:
• Prevention of employee exposure (e.g., emphasizing that sick employees should not come to
work, cancelling large in-person meetings, increasing cleaning and sanitization services at City
facilities, procuring and issuing personal protective equipment).
• Identifying communication strategies and capabilities during the pandemic.
• Addressing public safety needs and staffing in case of evacuation or exposures of public safety
staff and facilities, such as fire stations (e.g., using mutual aid resources to address City
emergencies).
• Identifying critical City functions at risk (e.g., wastewater treatment facilities, water quality
testing and inspection, animal care at the City’s Junior Museum and Zoo) and mitigation
strategies for potential disruptions (e.g., using volunteers and other qualified City staff to feed
and care for zoo animals if assigned staff cannot report to work).
• Remote work capabilities (e.g., training staff on Teams software) and mitigating risks to
internet and network access failures at the City.
• Use of satellite locations in case there is an exposure and evacuation of City facilities (e.g.,
operating the EOC remotely during the potential evacuation of key City facilities).
• Updating or creating personnel policies and procedures (e.g., an exposure protocol to COVID-
19, including mandatory quarantine and management of extended sick leave).
EOC Action Plans and Work Logs
The EOC uses action plans to identify and prioritize emergency response objectives, tasks, and
personnel assignments. EOC staff meet periodically to create and update action plans in response
to the emergency. During the emergency, EOC staff recorded major decisions, activities, and
products in a specialized form. Exhibit 1 summarizes the EOC section assignments and key
objectives to address the COVID-19 emergency:
Exhibit 1: EOC Sections and Objectives - March 16, 2020 through June 30, 2020
EOC Section Assignments Key Objectives (Selected and Abbreviated)
Planning/Intelligence –
Collects, evaluates, processes,
and disseminates information
for use in the emergency.
• Align the efforts of City departments and staff with the directives
provided by the City Manager and other authorities.
• Support essential EOC functions and documentation and maintain
situational awareness.
Logistics – Oversees all of the
resource and support
functions (e.g., incident
communications and facilities)
• Supporting the transition of our entire workforce through remote
work tools and other team efficacies.
• Ensuring effective opportunities for public participation in
meetings.
• Managing personal protective equipment inventory, and other
critical commodities, conducting emergency procurement.
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 6 of 23
EOC Section Assignments Key Objectives (Selected and Abbreviated)
Finance/Administration –
Manages all financial, human
resources, and
administrative aspects of the
emergency response.
• Preparing Request for Public Assistance (RPA) from Cal
OES/FEMA.
• Supporting the reduction in force due to the COVID-19 impact and
implementing a hiring freeze as guided by the hiring committee.
• Updating and maintaining workflow and protocol for COVID-19
exposures for public safety officers and non-sworn essential
workers.
• Establishing an essential worker staffing plan for continuity of
services to maintain public health, safety and infrastructure
operations.
Operations – Ensures that all
field operations (e.g.,
restoration of facilities, law
enforcement) are carried out
within the jurisdiction.
• Identify minimum response and staffing needs for the Fire, Police,
Utilities, Community Services, and Public Works departments.
• Monitor closed facilities and ensuring security and safety.
Monitoring implementation and compliance with the new
Shelter-in-Place order.
• Monitor needs for protective equipment and work with Logistics
to ensure adequate supply.
• Ensure the safety of our vulnerable communities.
Management – coordinates
and administers the City’s
emergency response
operations.
• Keep the City Council informed and engaged through this public
health emergency through routine updates.
• Communicate with the community, allied agencies, stakeholders,
City staff and connect the community with resources during this
time of transition.
• Maintain continuity of government and essential functions and
services in the City.
EOC Actions and Outcomes
The EOC Sections shown in Exhibit 1 made decisions, took actions, and/or policy changes to
address the COVID-19 emergency. Exhibit 2 shows a chronology of significant actions by EOC
section or branch:
Exhibit 2: Summary of Selected EOC Significant Actions
Date EOC Section/Branch Action
3/12/20 Management • Palo Alto statutory director of emergency services (City
Manager Ed Shikada) proclaims local emergency due to
spread of COVID-19.
3/14/20 Management • Closure of libraries, the Art Center, recreation facilities such
as the Mitchell Park Community Center and Teen Center,
Lucie Stern Community Center, the Junior Museum and Zoo,
the Children’s Theatre and Rinconada Pool.
3/16/20 Management • Palo Alto City Council ratifies City Manager’s 3/12/20
proclamation of emergency.
• EOC Activated virtually at Level 3 (full activation).
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 7 of 23
Date EOC Section/Branch Action
• Employees sent home following 16 March Public Health
Shelter in Place Order; Broad telework was instituted for
employees
3/18/20 Management • Activation of a Community Support Call Center and daily
email blast to widely disseminate updated and accurate
information. This reflects numerous steps to address urgent
needs, including staff redeployment, curtailing non-urgent
work, directing a hiring freeze, and renegotiating labor
agreements.
3/27/20 Management • Closure to vehicular parking at the Open Space Preserves
(Baylands, Arastradero, and Foothills Park).
4/13/20 Finance • Initiated the process to request public assistance from Cal
OES/FEMA.
4/14/20 Public Information
Office (PIO)
• Palo Alto Launched a partnership with Care.com to help
essential workers meet their childcare needs.
4/17/20 Planning • The Planning Department launched a new web portal for
permits.
4/17/20 Management • The City Manager implemented a policy to require employees
to wear face coverings when the 6-foot social distancing
protocol cannot be achieved.
5/11/20 Management • The City Council signed an ordinance requiring face coverings
to be worn in public within Palo Alto.
5/22/20 Planning • The City implemented curbside pickup for select restaurants
and retail stores.
6/3/20 Operations • CSD established a “cooling center” in response to high
temperatures.
6/9/20 Management • Palo Alto COVID-19 test sites were scheduled at City Hall
starting 6/15/20.
6/11/20 Recovery • The “Summer Streets Program” closed California Avenue to
traffic in support of expanded outdoor retail and restaurant
opportunities.
6/22/20 Recovery • Starting 6/26/20, University Avenue closed on weekends for
the “Summer Streets Program” to support outdoor dining.
EOC Deactivation
On June 30, 2020, with about 130 confirmed cases of COVID-19 in Palo Alto, the Office of
Emergency Services (OES) deactivated the Emergency Operations Center (EOC) based on the
following conditions:
• Routine City work practices were predominantly being used (City services were modified to
comply with the Santa Clara County Health Department guidelines for social distancing and
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 8 of 23
mandatory telework for nonessential staff. Some City services, including summer camps and
library services, resumed in a limited fashion).
• EOC activities are primarily situational awareness and not operationally focused.
• The City’s primary focus was increasingly turning to recovery (e.g., business, financial and
return to work).
Scope and Objectives of Review
The purpose of this After Action Review (AAR)2 is for the Office of Emergency Services (OES) to
identify and report to the City Manager areas for improvement in the City’s emergency response
capabilities based on the City’s Emergency Operations Center (EOC) response to the COVID-19
pandemic from March 16, 2020 to June 30, 2020. To conduct this review, we:
• Surveyed the City’s “Management and Professional” staff to Identify strengths, weaknesses,
and opportunities for improvement in the City’s EOC response to COVID-19 and future
emergencies.
• Identified and gathered information (i.e., performance measurements) from EOC staff to
more objectively assess the outcomes of the EOC response, including whether EOC objectives
and action plans were appropriate and effective to mitigate the COVID-19 emergency.
2 After a disaster, jurisdictions in California are required by statute (California Code of Regulations, section 2900[q])
to prepare an AAR to identify areas of improvement and corrective actions for each identified deficiency
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 9 of 23
ASSESSMENT
Summary
Our assessment identified 17 opportunities for improvement in Palo Alto’s emergency response. Exhibit 3 summarizes the opportunities that
are discussed in more detail on the following pages.
Exhibit 3: Summary of Opportunities for Improvement to Palo Alto’s Emergency Response
EOC Section Opportunities for Improvement (summarized) OPR Suspense Date
Planning and
Intelligence
1. OES can identify and implement additional EOC training, such as writing EOC
objectives and using action plans effectively.
2. OES can streamline and consolidate required EOC documentation (e.g., action
plans and work log forms).
3. OES can identify and update relevant OES risk assessment documents, policies,
procedures, and training materials to prepare for future pandemics or a
resurgence of COVID-19. The updates should include an appropriate model for
decision making and response to future pandemics. Provide appropriate
notification and/or training to City staff and stakeholders as part of the update.
OES
OES
OES
Complete: OES includes this
into EOC annual training
March 2021
January 2021
Logistics 4. The IT Department and the HR Department can update and clarify procedures on
the City’s remote-work technologies.3
5. The CMO can identify a centralized repository using a predetermined platform
(e.g., SharePoint, Teams, City Intranet) for providing employees comprehensive
information (e.g., lodging policies) during an emergency.4
6. The IT Department can explore providing laptops and/or other City supported
technology to City Council members.
IT / HR
IT / CMO
IT / Clerk
Complete
Complete
December 2020
3 This task was completed pursuant to the development of this After Action Review and Corrective Action Plan.
4 This task was completed pursuant to the development of this After Action Review and Corrective Action Plan.
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 10 of 23
EOC Section Opportunities for Improvement (summarized) OPR Suspense Date
7. OES and the IT Department can explore technological solutions to ensure essential
staff have sufficient internet connectivity and network bandwidth at their remote
locations during emergencies.
8. OES, Administrative Services Division, and the Public Works Department can
review the City’s warehouse inventory to identify whether the City stocks and
maintains appropriate levels of emergency supplies.
IT / OES
ASD
March 2021
March 2021
Finance and
Administration
9. OES can compare the City’s disaster service worker (DSW) policy and its
implementation, from March through June 2020, with benchmark cities, including
members of the Bay Area Urban Areas Security Initiative (UASI) group. Based on
the comparison, in coordination with the Human Resources Department and City
Attorney’s office, OES can update the City’s policy and provide notification and
training to City staff on any updates.
10. The Human Resources Department, with the input of every department, can
develop an essential worker policy and procedure and coordinate with ELT to
create a list of essential workers in advance of the next emergency. This list and
information may be incorporated into a separate policy on essential workers or
into the City’s existing DSW policy.
11. OES can work with ASD to clarify and implement streamlined procurement
procedures for future emergencies. Identify the need for long-term, blanket
contracts for emergency-related goods and services (e.g., protective equipment,
cleaning services) and work with ASD to implement the contracts.
12. OES and ASD can review the current EOC resource management process and make
necessary revisions.
OES
HR / OES
ASD / OES
ASD / OES
June 2021
June 2021
March 2021
March 2021
Operations 13. The Human Resources Department can finalize and disseminate the City’s draft
exposure protocol document.5
14. The Human Resources Department with support from other relevant workgroups
can draft and implement a comprehensive return-to-work plan that considers
HR
HR
Complete
Complete
5 This task was completed pursuant to the development of this After Action Review and Corrective Action Plan.
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 11 of 23
EOC Section Opportunities for Improvement (summarized) OPR Suspense Date
potential changes to City facilities (e.g., the HVAC systems), staffing models (e.g.,
working in shifts), and compliance with changing county health orders (e.g., social
distancing, quarantine).
Management 15. Consider developing smaller ad-hoc functional teams to tackle the Areas of
Improvement listed in this report.
16. OES and the City Manager can clarify and differentiate the role of ELT and EOC
organizations during an emergency, including the appropriate transition point
from one to the other.
17. Given the public visibility of actions such as a curfew order, the City Manager can
formalize the steps of consultation with City councilmembers and approval by
the City Attorney.
18. Re-invigorate continuity planning to inform departmental decision-making
and operations of essential tasks. This effort should be closely aligned with
the essential worker improvement item.
CMO
CMO / OES
CMO / ATY / PD
OES
TBD
June 2021
Complete. Revised protocol
developed for inclusion in
guidance documents
January 2021
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 12 of 23
Strengths and Improvement Opportunities by EOC Section
A. Planning and Intelligence:
The Office of Emergency Services (OES) led the Planning and Intelligence section, which was
primarily responsible for:
• Aligning the efforts of City departments and staff with the directives provided by the City
Manager and other authorities.
• Supporting essential EOC functions and documentation and maintaining situational
awareness.
Activity Highlights:
• The OES hosted EOC meetings daily (including weekends) from March 16 to April 5; on
weekdays only starting April 7; on Mondays, Wednesdays, and Fridays, starting April 27;
and on Mondays and Thursdays starting June 15.
Strengths:
• In 2017, OES identified global pandemic, among other risks and threats, as part of a risk
assessment that it published.6 Risk assessments are essential to emergency preparation.
• In coordination with the IT Department, OES successfully transitioned the EOC and its staff
to a remote operation model using tools such as Microsoft Teams and SharePoint.
• OES gathered and disseminated comprehensive, up-to-date information to EOC
participants that was essential in supporting decision making by the City’s executive
leadership team (ELT) members (City department directors and selected division
managers).
• OES continually trained and supported key City staff for participation in an EOC activation,
including the use of existing EOC tools and methods (e.g., action plans), to mitigate
emergencies.
Areas for Improvement:
• Some EOC members were not sufficiently familiar with mandatory EOC tools and
documentation, such as action plans and work logs. Some action plan elements written
by EOC members, such as objectives, could be more effectively stated and consolidated.
EOC training materials, consistent with project management standards, state that
management objectives should be specific, measurable, achievable, relevant, and time
bound (i.e., SMART). Some EOC objectives could have been incorporated into work plan
steps. OES staff provided more support than anticipated to EOC staff to complete action
plans and other documentation during the emergency.
6 https://www.cityofpaloalto.org/civicax/filebank/documents/43866
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 13 of 23
• There was a significant amount of manual documentation associated with the EOC action
planning process and work logs (a requirement for potential reimbursement of
emergency costs from Cal OES/FEMA). A manual work log form (AP-214) was required
from each EOC member in addition to time entry in the City’s SAP system that also
captured staff time associated with the emergency. Some EOC documentation, including
preliminary drafts, were stored and retained in multiple locations (i.e., Teams and
SharePoint) and multiple versions (e.g., Word and Adobe Acrobat).
• The EOC used a variety of communication tools, including email, text, Teams, and
SharePoint. Some EOC staff felt a single, consolidated document or communication
method would be more efficient.
• Some EOC staff felt that it would be helpful to have cross-functional teams defined in
advance of an emergency or on an ad-hoc basis during an incident, with specialized
expertise in pre-defined areas, as a subset of EOC. Such teams may be more efficient in
handling technical matters.
Opportunities:
1. OES can review its training records and survey ELT staff to identify and implement
additional training, such as writing EOC objectives and using action plans effectively. OES
can ensure EOC training is continuous and that new staff are immediately trained and on-
boarded.
2. OES can work with the IT Department to research and identify opportunities and
technology to streamline and consolidate required EOC documentation (e.g., action plans
and work log forms). OES can train required staff on any changes and updates to the EOC
documentation process.
3. Based on lessons learned during the City’s emergency response to COVID-19 and
pandemic planning and response guidance provided by Cal OES and FEMA,7 identify and
update relevant OES risk assessment documents, policies, procedures, and training
materials to plan and prepare for future pandemics or a resurgence of COVID-19. The
updates should include an appropriate model for decision making and response to future
pandemics. Provide appropriate notification and/or training to City staff and stakeholders
as part of the update. This should include scenarios where a future pandemic is more
lethal (mass fatality planning).
7 The following reference guides provide useful information on the topic:
• https://www.caloes.ca.gov/PlanningPreparednessSite/Documents/Key%20Elements%20of%20Pandemic
%20Plans.pdf
• https://www.fema.gov/sites/default/files/2020-06/mcea_pandemic_planning_considerations_guide.pdf
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 14 of 23
B. Logistics:
The OES led the logistics section, with support from the IT, Public Works, and the Procurement
division of the Administrative Services Departments. Logistics was primarily responsible for:
• Supporting the transition of our entire workforce through remote work tools and other
team efficacies.
• Ensuring effective opportunities for public participation in meetings.
• Managing personal protective equipment inventory, and other critical commodities, and
conducting emergency procurement.
Activity Highlights:
• The IT Department supported the transition of the City to remote work technologies over
the past several years. About 600 City staff (about 75 percent of employees) use City-
supported laptops to do their work either on site or remotely. This preparedness helped
the City smoothly transition to a remote work environment during the pandemic.
• During the City’s response to the pandemic, the IT Department reported that an average
of 500 staff accessed the City’s network remotely each day (i.e., using VPN technology) to
do their work compared to 40 prior to March 2020. The City experienced no downtime of
its critical network and SAP ERP systems.
• The IT Department call center addressed about 444 calls per month and created about
944 work orders per month related to remote work issues during the pandemic response
compared to 414 calls and 683 work orders prior to March 2020. This amounts to a 7
percent increase in monthly call volume and a 38 percent increase in monthly work
orders. The IT Department resolved 72 percent of remote work support calls within 24
hours.
• From March through June 2020, the City Clerk’s Office and City Manager’s Office
supported 17 remotely held City Council meetings using Zoom technology. These
meetings allowed for public participation.
Strengths:
• The City successfully transitioned to virtual City Council and Committee meetings using
Zoom technology. These meetings successfully enabled community participation similar
to traditional meetings.
• The IT Department successfully and quickly rolled out and provided training for the use of
remote work tools, including Teams, SharePoint, and Zoom.
• The Human Resources Department implemented “telework” agreements with employees
to clarify and formalize remote work roles and responsibilities.
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 15 of 23
• The IT Department ensured that City staff were provided with laptops and other remote
work tools, such as monitors, desktop computer systems for engineers, and secure,
remote access to the City network (i.e., VPN). The City’s VPN supported up to 500 users
at a time with no major incidents or slowness.
Areas for Improvement:
• City Council members do not have City-provided and supported laptops or other
equipment. During the pandemic, the City Council had varying levels of success using
Zoom to participate in meetings. The City manages its laptops and communication
technology to ensure appropriate security, consistency, and availability of information.
The City’s IT Help Desk is trained to provide support for the City’s selected technological
tools and platforms.
• There was no clear, single location to communicate instructions or emergency procedures
to City staff. During the PSPS events last summer, the city established a webpage on Civica
for employee information, but this wasn’t used during the COVID-19 incident.
Periodically, the City Manager’s Office provided updates to all employees using email.
Certain work instructions were posted to departmental pages on the city’s CityConnect
internal website.
• Much of the City’s remote work technology has been provided on an ad-hoc basis. Prior
attempts to commit and complete the City’s transition to remote, cloud-based
technologies were not completed. For example, the IT Department had planned but did
not complete a phase-out of the City’s internally supported, traditional network
environment in favor of SharePoint and other cloud-based tools.
• There is overlap among the City’s remote-work technologies without clear guidelines as
to which to use. This may lead to inefficiencies and duplication. For example, in a remote-
work environment, staff can store information and work on the City’s network,
SharePoint, One Drive or Teams. These technologies have different levels of security (e.g.,
restriction of access, encryption), back-up, and support from the City’s IT Department.
• Some staff are not sufficiently trained and familiar with paperless technologies, such as
the ability to download SAP data to Microsoft Excel instead of printing the information,
or use of DocuSign to route and sign documents.
• The IT Department Help Desk identified that the capability and bandwidth of remote
home networks was a limiting factor during the emergency. In some employee homes or
remote workstations, the use of the wireless technologies by others at the location
limited the bandwidth availability for essential staff during the emergency.
• The City did not have sufficient hand sanitizer, masks, and wipes on hand at its
warehouses at the start of the pandemic. The procurement team quickly ordered supplies
in bulk but these had long lead times, and limited selections. Given the nature of threats
in our area, the warehouse is a central point where increased stockage of critical supplies
can influence the ability of workers to safely perform essential services.
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 16 of 23
Opportunities:
4. The IT Department can update and clarify its procedures on the City’s remote-work and
paperless technologies and provide training to City staff on the City’s adopted tools,
including differentiating between the tools and when they should be used.
5. OES and the IT Department can identify a centralized repository using a predetermined
platform (e.g., SharePoint, Teams, City Intranet) for providing employees comprehensive
information (e.g., lodging policies) during an emergency.
6. The IT Department, in coordination with the City Manager, the City Attorney’s Office can
consider providing laptops and/or other City supported technology to City Council
members.
7. OES and the IT Department can explore technological solutions to ensure EOC staff have
sufficient internet connectivity and network bandwidth at their remote locations during
emergencies.
8. OES, ASD, and the Public Works Department can review the City’s warehouse inventory
to identify whether the City stocks and maintains appropriate levels of emergency
supplies.
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 17 of 23
C. Finance and Administration:
The Administrative Services and Human Resources Departments led the Finance and
Administration section, which was primarily responsible for:
• Preparing Request for Public Assistance (RPA) from Cal OES/FEMA.
• Supporting the reduction in force due to the COVID-19 impact and implementing a hiring
freeze as guided by the hiring committee.
• Updating and maintaining workflow and protocol for COVID-19 exposures for public
safety officers and non-sworn essential workers.
• Establishing an essential worker staffing plan for continuity of services to maintain public
health, safety and infrastructure operations.
Activity Highlights:
• 628 staff recorded about 50,000 hours of work related to COVID-19 mitigation efforts
through June 30,2020. The Administrative Services Department has identified about
$200,000 in expenses related to the pandemic that it will submit to state and federal
agencies (e.g., FEMA) for reimbursement. In addition, the City has already obtained about
$1.15 million in federal and state grant funds to cover expenses related to the COVID-19
pandemic.
• The City approved 375 telework agreements to allow employees to work remotely and
redeployed 16 employees who could not do their normal work duties remotely.8 Overall,
990 (75 percent) of the City’s 1,261 employees were able to do their jobs during the
emergency. The City’s personnel records show that 684 of 1,261 City employees were
designated as “essential.” All but 13 of the 684 were able to work with 232 of the 684
essential employees continuing to work on site at a City facility.
• The City processed 54 employee separations from March through June 2020. This includes
voluntary and involuntary separations (e.g., lay-offs, termination due to poor
performance, end of assignment).
• The City addressed about 29 reports of City staff exposures or potential exposures to
COVID-19 from March through June 2020. One of these individuals, an “essential
employee,” tested positive. There were no employees or residents who reported that
they were infected with COVID-19 at a City facility.
Strengths:
• The City quickly transitioned from a period of hiring to implementing significant budget
cuts, implementing a hiring freeze, negotiating salary freezes, and laying off employees
to meet the City’s budgeting requirements and Council directives.
8 This does not include redeployments to the Call Center that the City established to respond to community
concerns about the pandemic.
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 18 of 23
• The City rolled out new, emergency-related cost tracking codes, procedures, and training
to capture the City’s labor and equipment costs to submit for reimbursement to Cal
OES/FEMA.
• The Human Resources Department staff worked with City departments to address
employee exposures to COVID-19 based on the most current CDC and Santa Clara County
Health Department guidelines.
Areas for Improvement:
• Although the City has a Disaster Service Worker (DSW) policy that allows the City to
redeploy staff in case of an emergency event there was hesitation and concern during the
emergency about the risks and liabilities of implementing the policy. The City did not
redeploy all employees who could not perform their jobs remotely.
• Although the Human Resources Department responded on an ad-hoc basis to City
departments’ concerns and reports of staff exposures to COVID-19, it was slow to
formalize an exposure protocol to ensure consistency of response and compliance with
CDC and Santa Clara County Health Department guidelines. However, in the time
following the EOC deactivation, HR has developed this protocol.
• There was confusion about the City’s process to identify essential staff during the COVID-
19 emergency. Some City departments that had preidentified their essential staff (e.g.,
staff responsible for critical City utilities who could not work remotely) felt that it was
inefficient to coordinate the process to identify essential staff with the Human Resources
Department during the emergency. The City does not have a procedure to define and
identify essential staff using predefined criteria. FEMA and the State of California provide
guidance on planning for continuity of essential functions and essential staffing.9, 10
• Certain staff had to follow the City’s standard, competitive procurement process (i.e.,
obtaining bids) despite the City’s policies and procedures that allow streamlining of
procurement during an emergency. There was also friction among the staff in how to
execute resource requests for certain services during the incident as a result of the EOC
logistics resource management process that conflicted with the City’s standard
procurement policies and procedures.
Opportunities:
9. Compare the City’s disaster service worker (DSW) policy and its implementation, from
March through June 2020, with benchmark cities, including members of the Bay Area
Urban Areas Security Initiative (UASI) group. Based on the comparison, in coordination
with the Human Resources Department and City Attorney’s office, update the City’s policy
and provide notification and training to City staff on any updates.
9 See FEMA guides at https://www.fema.gov/emergency-managers/national-preparedness/continuity
10 See State of California guidance and definitions regarding essential workers:
https://covid19.ca.gov/img/EssentialCriticalInfrastructureWorkers.pdf
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 19 of 23
10. The Human Resources Department can develop an essential worker policy and procedure
and coordinate with ELT to create a list of essential workers in advance of the next
emergency. This list and information may be incorporated into a separate policy on
essential workers or into the City’s existing DSW policy.
11. OES can work with ASD to clarify and implement streamlined procurement procedures
for future emergencies. Identify the need for long-term, blanket contracts for emergency-
related goods and services (e.g., protective equipment, cleaning services) and work with
ASD to implement the contracts.
12. OES and ASD can review the current EOC resource management process and make
necessary revisions.
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 20 of 23
D. Operations:
The Public Safety, Utilities, and Public Works Departments led the Operations section, which was
primarily responsible for:
• Identifying minimum response and staffing needs for the Fire, Police, Utilities, Community
Services, and Public Works departments.
• Monitoring closed facilities and ensuring security and safety. Monitoring implementation
and compliance with the new Shelter-in-Place order.
• Monitoring needs for protective equipment and work with Logistics to ensure adequate
supply.
• Ensuring the safety and well-being of our community, inclusive of our vulnerable
populations.
Activity Highlights:
• The City offered free COVID-19 testing at City Hall. From June 16 to June 19, 2020, the
City performed 2,130 tests.
• Through June 2020, the City collected over 1,500 donated and purchased cloth masks and
issued 906 cloth masks to essential employees who were working on site.
• The City’s Library and Community Services Departments established a community
support call center to respond to resident questions and concerns during the pandemic.
Over 30 call center agents responded to 274 emails and 3,783 calls through June 2020.
Strengths:
• Operations maintained essential services and functions throughout the shelter in place,
with no confirmed COVID-19 infections.
• The EOC successfully coordinated the receipt of surplus masks in the City’s warehouses
for use during the COVID-19 emergency and creatively coordinated the use of surplus
chemicals into hand sanitizer for use by City staff.
• The City responded quickly to identify and close City-operated facilities and functions,
including buildings, swimming pools, classes, camps, and parks, in compliance with Santa
Clara County’s Shelter-in-Place order.
• The Public Works and Utilities Departments established alternating shifts to reduce
staffing levels at City facilities and comply with social distancing requirements for
essential staff who could not work remotely. Each department established A and B shifts
to manage staff workload and staffing levels.
• The Public Safety, Utilities, and Public Works Departments coordinated receipt of
protective equipment to essential City staff who could not work remotely.
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 21 of 23
• The City established and publicized a community support call center to respond to
resident questions and concerns about the emergency. Existing technology allowed call
takers to respond remotely to calls (i.e., without reporting to work at a City facility).
• The Community Services Department facilitated weekly meetings of community-based
organizations to share information, provide resources, and coordinate assistance.
Areas for Improvement:
• The Human Resources Department responded on an ad-hoc basis to City departments’
concerns and reports of staff exposures to COVID-19. Since the deactivation of the EOC,
HR formalized an exposure protocol to ensure consistency of response and compliance
with CDC and Santa Clara County Health Department guidelines.
• The City must have a return-to-work plan when the State and County deem it safe to
resume on-site operations. However, the Human Resources department is meeting with
departments one on one to review their return to work policies and procedures. Since the
deactivation of the EOC, HR has developed a return-to-work protocol.
Opportunities:
13. The Human Resources Department can finalize and disseminate its draft exposure
protocol document, and continue to iterate it as policies change at higher levels of
government.
14. The Human Resources Department with support from other relevant workgroups can
draft and implement a comprehensive return-to-work plan that considers potential
changes to City facilities (e.g., the HVAC systems), staffing models (e.g., working in shifts),
and compliance with changing county health orders (e.g., social distancing, quarantine).
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 22 of 23
E. Management:
The Office of Emergency Services (OES), City Manager, and certain City Department Directors led
the Management section, which was primarily responsible for:
• Keeping the City Council informed and engaged through this public health emergency
through daily updates and sharing ways they can assist the City and community during
this time.
• Given the protracted nature and incremental impact of this emergency on other City
operations, maintaining communications and coordination with departments not directly
involved with emergency response.
Activity Highlights:
• The City’s Emergency Services Council, including the City Manager, OES Chief, Mayor, Vice
Mayor, and other City Council Members, designated community members, and
supporting City staff met on Mondays and Thursdays starting on March 23; on Mondays
starting April 13; and on the second and fourth Mondays in July starting July 13.11
Strengths:
• The City Manager provided periodic email updates and held regular remote team
meetings to engage and update the City Council regarding the City’s emergency
management.
• The City supported and enabled remote, interactive City Council and Council Committee
meetings using Zoom technology.
• The City’s Public Information Office provided ongoing updates to City residents and staff
using an array of public facing mediums on a daily basis. There were many facets of
information the City shared throughout the community.
• Public facing actions were generally implemented in a timely and effective manner. It was
subsequently noted that given the impact of actions such as a curfew order, formalizing
the consultation and approval steps involved in such actions may be beneficial.
Areas for Improvement:
• From March through June 2020, City management continued its standard ELT meetings
in addition to the EOC meetings. Section Chiefs of the EOC also held meetings as a subset
of EOC meetings.12 Most of the ELT and EOC participants were the same individuals and
there was some overlap in meeting contents and discussions. There was some confusion
among staff regarding the purpose and distinction between ELT and EOC meetings during
11 The Emergency Services Council is described at www.cityofpaloalto.org/ccc
12 EOC Section leader meetings occurred on weekdays from March 19 to April 4; on Tuesdays and Thursdays starting
April 7; and on Tuesdays only starting June 15.
After-Action Report/Improvement Plan (AAR/IP) Emergency Response to COVID-19
Page 23 of 23
the emergency. There was also confusion regarding the cessation of EOC operations in
June 2020 in favor of ELT meetings while the emergency proclamation continued.
• For the past four years OES has led an interdepartmental team in the implementation of
the City’s Continuity of Governance / Operations planning process. The team has utilized
a third-party software, Bold Planning, to facilitate this planning. Most departments have
developed continuity of operations plans, but these plans did not ‘survive first contact
with the enemy’. In this case, the COOP did not adequately address a pandemic situation
of this magnitude; and the level of detail of the plan did not aid decision making during
this incident to the degree that it should or could have. Many of the persons involved in
developing the COOP plans are no longer with the City, so new participants are needed
to continue to maintain and improve current plans.
Opportunities:
15. Consider developing smaller ad-hoc functional teams to tackle the Areas of Improvement
listed in this report.
16. OES and the City Manager can clarify and differentiate the role of ELT and EOC
organizations during an emergency, including the appropriate transition point from one
to the other.
17. The City Manager can formalize the steps of consultation with City councilmembers and
approval by the City Attorney regarding emergency orders. In order to ensure clarity in
future emergencies, the following will be incorporated into all appropriate guiding
documents:
The City Manager shall consult with the Mayor, Vice Mayor and Chair of the Policy and
Service Committee regarding the issuance of an emergency order or regulation affecting
the civil or constitutional rights of persons in Palo Alto, including but not limited to
citywide or large-scale evacuation orders, closure of certain businesses or places of public
gathering, curfews, emergency entry into private property, banning the sale of certain
items, prohibiting price gouging, rationing, and commandeering of aid. Consultation shall
occur prior to issuing the emergency order unless infeasible due to extraordinary urgency
or unavailability, in which case consultation shall occur as promptly thereafter as possible.
Orders intended to be in effect for more than 48 hours will be brought to Council as soon
as practicable. The City Attorney shall approve emergency orders as to form and legality.
18. Re-invigorate continuity planning to inform departmental decision-making and
operations of essential tasks. This effort should be closely aligned with the essential
worker improvement item.
CITY OF PALO ALTO OFFICE OF THE CITY CLERK
December 14, 2020
The Honorable City Council
Palo Alto, California
Boards and Commissions Term End Dates for 2021 (Maddy Act)
The 2021 Maddy Act list is attached.
Government Code Section 54970-54974, the Maddy Act, requires that on or
before December 31 of each year the City must prepare a list of all Board and
Commission appointments which will expire in the upcoming year. The list is
posted on the agenda posting board in King Plaza, in front of City Hall, where it
will remain throughout 2020. The list is also posted on the City of Palo Alto
Agendas and Minutes web page.
ATTACHMENTS:
• Attachment A: Maddy Act 2021 (PDF)
Department Head: Beth Minor, City Clerk
Page 2
LOCAL APPOINTMENTS LIST OF CITY OF PALO ALTO BOARD AND COMMISSION TERMS EXPIRING IN 2021
For additional information, contact: City Clerks Office, City of Palo Alto
250 Hamilton Avenue, Palo Alto, CA 94301 (650) 329-2571, http://www.cityofpaloalto.org/clerk
In compliance with the Americans with Disabilities Act (ADA) of 1990, this document may be provided in other accessible
formats. For information contact: City of Palo Alto - ADA Coordinator
650/329-2550 (Voice) or email ada@cityofpaloalto.org
Last updated 11/30/2020
ARCHITECTURAL REVIEW BOARD (ARB)
Three-year term No Residency Requirement
Commissioner Date of Appointment Present Term Expires
Peter Baltay 11/01/2015 12/15/2021
David Hirsch
Alexander Lew
12/16/2018
04/07/2008
12/15/2021
12/15/2021
Eligibility Requirements: A board of five members, at least
three of whom shall be architects, landscape architects,
building designers or other design professionals.
Regular meetings are held at 8:30 a.m. on the first and third
Thursdays of each month. Terms are for three years and
commence on December 16. (PAMC 2.16 and 2.21)
HISTORIC RESOURCES BOARD (HRB)
Three-year term No Residency Requirement
No Terms expire in 2021
Eligibility Requirements: A board of seven members who
have demonstrated interest in and knowledge of history,
architecture or historic preservation. One member shall be
an owner/occupant of a Category 1 or 2 historic structure or
of a structure in an historic district; three members shall be
architects, landscape architects, building designers or other
design professionals, and at least one member shall possess
academic education or practical experience in history or a
related field.
Regular meetings are held at 8:30 a.m. on the second and
fourth Thursdays of each month. Terms are for three years
and commence on December 16. (PAMC 2.16 and 16.49)
HUMAN RELATIONS COMMISSION (HRC)
Three-year term Residency Requirement
Commissioner Date of Appointment Present Term Expires
Kaloma Smith 05/21/2018 05/31/2021
Valerie Stinger 05/28/2015 05/31/2021
Eligibility Requirements: A commission of five members who
are not Council Members, officers or employees of the City
and who are residents of the City of Palo Alto.
Regular meetings are held at 7:00 p.m. on the second
Thursday of each month. Terms are for three years and
commence on June 1. (PAMC 2.16 and 2.22)
PARKS AND RECREATION COMMISSION (PRC)
Three-year term Residency Requirement
Commissioner Date of Appointment Present Term Expires
Anne Cribbs 12/16/2015 12/15/2021
Jeff Greenfield
David Moss
02/13/2017
12/16/2015
12/15/2021
12/15/2021
Eligibility Requirements: A commission composed of seven
members who shall be appointed by and shall serve at the
pleasure of the City Council, but who shall not be Council
Members, officers or employees of the City of Palo Alto.
Each member of the commission shall have a demonstrated
interest in parks, open space and recreation matters. All
members of the commission shall be residents of Palo Alto.
Regular meetings are held at 7:00 p.m. on the fourth Tuesday
of each month. Terms are for three years and commence on
December 16. (PAMC 2.16 and 2.25)
PLANNING AND TRANSPORTATION COMMISSION (PTC)
Four-year term Residency Requirement
Commissioner Date of Appointment Present Term Expires
Michael Alcheck 07/23/2012 12/15/2021
William Riggs 11/13/2017 12/15/2021
Eligibility Requirements: A commission of seven members
who are not Council Members, officers or employees of the
city and who are residents of the City of Palo Alto.
Regular meetings are held at 6:00 p.m. on the second and
last Wednesdays of each month. Terms are for four years
and commence on December 16. (PAMC 2.16, 2.20, and
19.04)
PUBLIC ART COMMISSION (PAC)
Three-year term No Residency Requirement
Commissioner Date of Appointment Present Term Expires
Loren Gordon 05/05/2015 05/31/2021
Ian Klaus 05/07/2018 05/31/2021
Ben Miyaji 06/10/2013 05/31/2021
Eligibility Requirements: A commission of five members who
are not Council Members, officers or employees of the City.
Members shall be either members of the Architectural Review
Board or shall be professional visual artists, professional
visual arts educators, professional visual arts scholars or
visual arts collectors whose authorities and skills are known
and respected in the community and whenever feasible, who
have demonstrated interest in, and have participated in, the
arts program of the City of Palo Alto.
Regular meetings are held at 7:00 p.m. on the third Thursday
of each month. Terms are for three years and commence on
June 1. (PAMC 2.16, 2.18 and 2.26)
STORM WATER MANAGEMENT OVERSIGHT
COMMITTEE (SWMOC)
Four-year term Each Committee Member Must at all Times
be Either a Palo Alto Resident, an Employee of a Palo
Alto Business, or own Property Within the City of Palo
Alto
Commissioner Date of Appointment Present Term Expires
Peter Drekmeier 09/11/2017 05/31/2021
Hal Mickelson 09/11/2017 05/31/2021
Dena Mossar
Bob Wenzlau
09/11/2017
09/11/2017
05/31/2021
05/31/2021
The Committee shall consist of seven members who are
selected and appointed by the City Council for a term of four
years. Committee members shall serve without
compensation. Each Committee member shall be a resident
of Palo Alto, an employee of a business located in Palo Alto
or an owner of real property within the City. No member shall
be a Council Member, officer or employee of the City.
The committee shall meet at least once a year to review the
proposed operating and capital budgets of the Storm Water
Management Fund for the next fiscal year.
UTILITIES ADVISORY COMMISSION (UAC)
Three-year term Residency Requirement for six Members
Commissioner Date of Appointment Present Term Expires
Michael Danaher 05/04/2015 05/31/2021
Don Jackson 05/20/2019 05/31/2021
Eligibility Requirements: A commission of seven members
who are not Council Members, officers or employees of the
City. Each member shall be a utility customer or the
authorized representative of a utility customer. Six members
of the commission shall at all times be residents of the City.
Regular meetings are held at 7:00 p.m. on the first
Wednesday of each month. Terms are for three years and
commence on June 1. (PAMC 2.16 and 2.23)