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HomeMy WebLinkAbout2018-11-05 City Council Agenda PacketPALO ALTO City Council Monday, REVISED November 5, 2018 Special Meeting Council Chambers 5:00 PM Agenda posted according to PAMC Section 2.04.070. Supporting materials are available in the Council Chambers on the Thursday 11 days preceding the meeting. PUBLIC COMMENT Members of the public may speak to agendized items; up to three minutes per speaker, to be determined by the presiding officer. If you wish to address the Council on any issue that is on this agenda, please complete a speaker request card located on the table at the entrance to the Council Chambers, and deliver it to the City Clerk prior to discussion of the item. You are not required to give your name on the speaker card in order to speak to the Council, but it is very helpful. Public comment may be addressed to the full City Council via email at City.Council@cityofpaloalto.org. TIME ESTIMATES Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public. To ensure participation in a particular item, we suggest arriving at the beginning of the meeting and remaining until the item is called. HEARINGS REQUIRED BY LAW Applicants and/or appellants may have up to ten minutes at the outset of the public discussion to make their remarks and up to three minutes for concluding remarks after other members of the public have spoken. Call to Order Special Orders of the Day 1. 5:00-5:15 PM Recognition of the Palo Alto Firefighters who Responded to the Wildland Fires Study Session 5:15-6:15 PM 2. Study Session With Senator Hill Closed Session 6:15-8:15 PM Public Comments: Members of the public may speak to the Closed Session item(s); three minutes per speaker. 3. CONFERENCE WITH CITY ATTORNEY- EXISTING LITIGATION Subject: A R Automotive LLC dba Anderson Honda v. City of Palo Alto Santa Clara County Superior Court Case No. 17CV320173 Authority: Government Code Section 54956.9(d) (1) Subject: James Judge Luckey v. City of Palo Alto Santa Clara County Superior Court Case No. 16CV303728 Authority: Government Code Section 54956.9(d) (1) CONFERENCE WITH LEGAL COUNSEL - ANTICIPATED LITIGATION Government Code Section 54956.9(d)(2) and (e)(1) Four Potential Cases 1 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK'S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. 4. CONFERENCE WITH LABOR NEGOTIATORS City Designated Representatives: City Manager and his Designees Pursuant to Merit System Rules and Regulations (James Keene, Ed Shikada, Kiely Nose, Rumi Portillo, Sandra Blanch, Nicholas Raisch, Tori Anthony, Molly Stump, Terence Howzell, and Michelle Flaherty) Employee Organizations: 1) Service Employees International Union, (SEIU), Local 521; 2) Hourly Unit Service Employees International Union (SEIU-H), Local 521; 3) Palo Alto Fire Chiefs' Association (FCA); 4) International Association of Fire Fighters (IAFF), Local 1319; 5) Palo Alto Peace Officers' Association (PAPOA); 6) Palo Alto Police Management Association (PAPMA); and 7) Utility Management Professional Association of Palo Alto (UMPAPA) Authority: Government Code Section 54957.6(a) Agenda Changes, Additions and Deletions City Manager Comments Oral Communications 8:15-8:25 PM 8:25-8:40 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. Consent Calendar 8:40-8:45 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 5. Selection of Applicants to Interview on November 27, 2018 for the Architectural Review Board, the Parks & Recreation Commission, and the Planning & Transportation Commission 6. Adoption of a Resolution Authorizing the City Manager to Purchase a Portion of the City's Verified Emission Reductions (VER) Requirements From ACT Commodities, Inc. Under Specified Terms and Conditions During Calendar Years 2018-2027, Inclusive Q&A 7. Approval of Amendment Number 3 to Contract Number C15155378 With Carollo Engineers for Engineering Services During Construction of the Plant Repair, Retrofit, and Equipment Replacement Project (WQ-19002) at the Regional Water Quality Control Plant to Increase Compensation by $67,000 for a Total Not -to -Exceed Amount of $358,335 and to Extend the Contract Term Through March 31, 2019 8. SECOND READING: Adoption of an Ordinance Amending Title 18 (Zoning) of the Palo Alto Municipal Code to Amend Requirements Relating to Accessory Dwelling Units and Junior Accessory Dwelling Units (FIRST READING: October 1, 2018 PASSED: 8-1 Kou no) 2 November 5, 2018 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK'S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. 9. Approval of new Three-year Operating Agreements With TheatreWorks, Palo Alto Players, and West Bay Opera; and authorize the City to Hold new Revenues Paid by the City's Resident Theatre Companies in Reserve to Help Fund Facility Improvements at the Lucie Stern Community Theatre 10. Approval of Amendment Number 1 to Contract Number C18170810C Between the City of Palo Alto and Grassroots Ecology for Habitat Restoration at Foothills Park, Which Approves Assignment of Contract and use of Volunteers 11. Approval of Amendment Number 1 to the Amended and Restated Stewardship Agreement Between the City of Palo Alto and Grassroots Ecology for the Preservation, Protection, and Enhancement of the Enid W. Pearson Arastradero Nature Preserve Through June 30, 2022 12. Adoption of a Resolution Summarily Vacating a Public Utility Easement at 3001 El Camino Real 13. Adoption of the Fiscal Year 2019 Investment Policy 14. Approval of a Joint Use Agreement With Santa Clara Valley Water District Regarding the Highway 101 Pedestrian/Bicycle Overpass Capital Improvement Project (CIP PE -11011) 15. Approval of Contract Amendment Number 2 With Verizon Wireless Through June 30, 2019, Utilizing the Western State Contracting Alliance (WSCA) Contract, California Participating Addendum, for Wireless, Voice and Broadband Services, Accessories and Equipment Action Items Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 8:45-10:00 PM 16. PUBLIC HEARING: QUASI-JUDICIAL: 250 Sherman Avenue, Public Safety Building [17PLN-00256]: Approval of an Application for Architectural Review for a new Public Safety Building, Three Stories Above Grade With 45,400 to 48,000 Square Feet of Floor Area Above Grade, two Basement Levels With Usable Floor Area Within the First Basement Level, Five Surface Parking Spaces Within a Fenced Area and 143 Below Grade Parking Spaces (Including 12 Stalls in Tandem Arrangement), two Operational Site Buildings Accessory to the Public Safety Building, and Site Improvements, With Approval of Adjusted Setbacks and Height per Ordinance Number 5445, and Adoption of a Record of Land Use Action. City Council Certified the Environmental 3 November 5, 2018 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK'S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Impact Report and Adopted the Public Facilities Amendment Ordinance on June 11, 2018. Zone District: PF (Public Facilities) State/Federal Legislation Update/Action Council Member Questions, Comments and Announcements Members of the public may not speak to the item(s) Adjournment AMERICANS WITH DISABILITY ACT (ADA) Persons with disabilities who require auxiliary aids or services in using City facilities, services or programs or who would like information on the City's compliance with the Americans with Disabilities Act (ADA) of 1990, may contact (650) 329-2550 (Voice) 24 hours in advance. 4 November 5, 2018 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK'S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Additional Information Standing Committee Meetings Finance Committee Meeting Cancellation City Council Meeting Cancellation Schedule of Meetings Schedule of Meetings Tentative Agenda Tentative Agenda Informational Report November 06, 2018 November 12, 2018 Report to City Council on Accessory Dwelling Unit/Junior Accessory Dwelling Unit Development Activity for Third Quarter 2018 Consolidated Annual Performance and Evaluation Report (CAPER) for the Community Development Block Grant (CDBG) Program for Fiscal Year 2017 Presentation of a Gift to the City by Cubberley Artists of a Veterans' Art Book City of Palo Alto Investment Activity Report for the First Quarter, Fiscal Year 2019 Public Letters to Council Set 1 5 November 5, 2018 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK'S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. CITY OF PALO ALTO CITY OF PALO ALTO OFFICE OF THE CITY CLERK November 5, 2018 The Honorable City Council Palo Alto, California Selection of Applicants to Interview on November 27, 2018 for the Architectural Review Board, the Parks & Recreation Commission, and the Planning & Transportation Commission Recommendation Direct Staff to schedule interviews with all applicants for scheduled vacancies. Discussion Staff is requesting the City Council select the candidates to be interviewed for: • Three terms on the Architectural Review Board, ending on December 15, 2021; • Three terms on the Parks and Recreation Commission, ending on December 15, 2021; and • Two terms on the Planning and Transportation Commission, ending on December 15, 2022. Interviews are scheduled for Tuesday, November 27, 2018 beginning at 6:00 P.M. Copies of all applications are attached. Some applications may be redacted at the request of the applicant. A full set of non -redacted applications will be provided to Council Members directly. Background During the last several recruitments, Council has elected to interview all applicants for respective Boards and Commissions. The City Clerk's Office advertised this recruitment from August 21, 2018 through October 17, 2018, satisfying the 15 -day minimum advertising period outlined in Municipal Code Section 2.16.060(a). Advertising included placements in the Daily Post newspaper, Palo Alto Online Express email, Palo Alto Weekly newspaper; announcements by the City Manager during Council meetings, by Clerk staff at Board and Commission meetings; promotion on the City's website; and inclusion in weekly Council Packet GovDelivery notifications. Applicants Architectural Review Board (Three Terms) 1. Peter Baltay (Incumbent) 2. Amparo Del Rio 3. Robert Gooyer (Incumbent) 4. David Hirsch 5. Alexander Lew (Incumbent) 6. Curtis Smolar Parks and Recreation Commission (Three Terms) 1. Anne Cribbs (Incumbent) 2. Jeff Greenfield (Incumbent) 3. David Moss (Incumbent) 4. Caleb Weinstein Planning and Transportation Commission (Two Terms) 1. Kelsey Banes 2. L. David Baron 3. Bern Beecham 4. Rebecca Eisenberg 5. Claude Ezran 6. Brian Hamachek 7. Michelle Kraus 8. Dena Mossar 9. Giselle Roohparvar 10. Thomas Siegel 11. Carolyn "Carl" Bloodworth Templeton 12. Elaine Uang 13. Craig Yanagisawa Please note that the City uses DocuSign electronic signatures as a method for individuals to submit applications for Boards and Commissions. Formatting irregularities present in the attached applications are likely the result the DocuSign process. ATTACHMENTS: • Attachment A: ARB - Baltay, Peter (PDF) • Attachment B: ARB - Del Rio, Amparo (PDF) • Attachment C: ARB - Gooyer, Robert (PDF) • Attachment D: ARB - Hirsch, David (PDF) • Attachment E: ARB - Lew, Alexander (PDF) • Attachment F: ARB - Smolar, Curtis (PDF) • Attachment G: PARC - Cribbs, Anne (PDF) • Attachment H: PARC - Greenfield, Jeff (PDF) • Attachment I: PARC - Moss, David (PDF) • Attachment J: PARC - Weinstein, Caleb (PDF) Page 2 • Attachment K: PTC - Banes, Kelsey (PDF) • Attachment L: PTC - Baron, L. David (PDF) • Attachment M: PTC - Beecham, Bern (PDF) • Attachment N: PTC - Eisenberg, Rebecca (PDF) • Attachment 0: PTC - Ezran, Claude (PDF) • Attachment P: PTC - Hamachek, Brian (PDF) • Attachment Q: PTC - Kraus, Michelle (PDF) • Attachment R: PTC - Mossar, Dena (PDF) • Attachment S: PTC - Roohparvar, Giselle (PDF) • Attachment T: PTC - Siegel, Thomas (PDF) • Attachment V: PTC - Uang, Elaine(PDF) • Attachment U: PTC - Templeton, Carolyn Bloodworth (PDF) • Attachment W: PTC - Yanagisawa, Craig (PDF) Department Head: Beth Minor, City Clerk Page 3 Page 4 DocuSign Envelope ID: A6BBDFFC-A61D-4109-9843-EF5FAAE0615A Personal Information - Note: The ARB regularly meets the first and third Thursdays of the month at 8:30 a.m. Name: Peter Baltay Address: 654 Gilman Street Palo Alto CA 94301 Cell Phone: (415) 407-162 Home/ x Office Phone: (650) 327-7573 E-mail: peter@toposarchitects.com Are you a Palo Alto Resident? Yes x No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes X No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? Yes x No Excluding your principal residence, do you or your spouse own real property in Palo Alto? _Yes x No How did you learn about this vacancy? Community Group Daily Post X Email from City Clerk City Website Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: Bachelor of Arts -Columbia University 1984 Master of Architecture- University of Washington 1990 Licensed California Architect since 1995 Owner and Principal Architect of TOPOS Architects since 2000. Peter Baltay Architectural Review Board Application 1 of 5 DocuSign Envelope ID: A6BBDFFC-A61D-4109-9843-EF5FAAE0615A Employment Present or Last Employer: TOPOS Architects (www. toposarchitects . com) Occupation: Architect and builder Describe your involvement in community activities, volunteer and civic organizations: Current member of the Palo Alto Architecture Review Board Past member of the San Mateo County Design Review Board Past member of the Redwood City Architectural Review Board Member of the Santa Clara County AIA 1. What is it about the Architectural Review Board that is compatible with your experience and of specific interest to you, and why? I am an experienced local architect. I have worked successfully with the Palo Alto Planning and Building Department on many projects I have served on other design review boards and am familiar with the procedures and practices of public service. I believe that it is important to "give back" to the community. Peter Baltay Architectural Review Board Application 2 of 5 DocuSign Envelope ID: A6BBDFFC-A61D-4109-9843-EF5FAAE0615A 2. Please describe an issue that recently came before the Board that is of particular interest to you and describe why you are interested in it. If you have never been to a Board meeting you can view an archived video from the Midpen Media Center: LINK Several new housing projects along El Camino Real significantly increase the height and massing of buildings in the area. Increased FAR allowances and ECR design guidelines anticipate an urban boulevard of three and four story buildings, yet the existing environment is predominantly older single story retail establishments. The project at 2755 ECR (NE corner with Page Mill) is allowed a 2.0 FAR ratio, resulting in a tall and massive building envelope at a prominent corner. The project at 3001 ECR (near Frys Electronics) proposes four stories along most of the ECR frontage, per the ECR Design Guidelines. Local architects are challenged to design (and the ARB to approve) buildings that remain compatible with the existing environment while retaining the much needed increased density. This dichotomy presents an architectural challenge of great interest to me , and of great importance to the city. 3. If appointed, what specific goals would you like to see the Architectural Review Board achieve, and why? How would you suggest accomplishing this? I would like to see the Architecture Review Board continue to improve as to how we provide clear and direct feedback to applicants. After each hearing we should make sure that the board has concisely stated what improvements are needed, perhaps even holding 'straw polls' where there is not a clear consensus. I would like to see the Architecture Review Board provide early feedback to applicants regarding the completeness of an application (as compared to the content of the design), perhaps even before an application is deemed complete. In this manner, the formal review process can truly focus on the proposal at hand and not be sidetracked by uncertainties in the presentation. I would like to see the Architecture Review Board hold post -construction reviews of notable projects, open to all, where the architect, planning staff and ARB members review the design, approval and construction process. By holding such an event annually, perhaps for one carefully selected project, we will gain valuable feedback to improve our process, and the public and other city agencies will gain insights into the work of the planning staff and ARB. Peter Baltay Architectural Review Board Application 3 of 5 DocuSign Envelope ID: A6BBDFFC-A61D-4109-9843-EF5FAAE0615A 4. Please identify a project or projects that you find to be examples of good architecture, and explain why. You may attach samples, identify project addresses, or provide links. If you attach samples, Staff may request that you bring hard copy print outs to the interviews. Please see attached document. 5. Architectural Review Board Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) I and 11 Plans California Environmental Quality Act LINK Permit Streamline Act LINK Density Bonus Law LINK Secretary of the Interior's Standards LINK LINK I am familiar with the Palo Alto Comprehensive Plan, having reviewed it on the ARB. I am familiar with the various design guidelines mentioned above, and have reviewed (and designed) numerous projects under their purview. I am well versed in the Palo Alto Zoning Code and refer to it on a daily basis. Peter Baltay Architectural Review Board Application 4 of 5 DocuSign Envelope ID: A6BBDFFC-A61D-4109-9843-EF5FAAE0615A Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: x I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: Home / Office Phone: E-mail: The phone number / address can be non-public and different than the address collected on page one. f.—DocuSigned by: P tkati Signature: k--BF4E42E4SE7243A Date: 10/12/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box x and click "Attach" to upload your document(s). Peter Baltay Architectural Review Board Application 5 of 5 DocuSign Envelope ID: A6BBDFFC-A61D-4109-9843-EF5FAAE0615A PETER BALTAY; Examples of successful Palo Alto projects The Garden Court Hotel (1985)-520 Cowper Street A good example of stepped massing and artful detailing to minimize the appearance of a large building. The hotel creates a pleasant and wonderful street arcade which enhances public liveliness and the pedestrian experience. The creative entry staircase and garage entrance also fit well into the streetscape. Accel Partners Building (2017)-500 University Avenue A recent addition to the University Ave. streetscape on a prominent corner, this building demonstrates that increased density can fit into our urban fabric. The deeply recessed and varied street level facade creates numerous opportunities for pedestrians and occupants to enrich the public life on University Avenue. While the building is of a modern style, the careful attention to exterior details and high quality craftsmanship allow it to be compatible with the eclectic urban fabric of Palo Alto. Design Within Reach Storefront (2018)-355 University Avenue This completely renovated storefront creatively opens the basement level to retail use, offering an enhanced visual display for passers-by and increasing the useful floor area for the owners, all while retaining the single -story massing prevalent along this section of University Avenue. The improved pedestrian sitting area and product display window around the corner on Florence Street represents a `win - win' benefit for all, as the previous non -code compliant use was changed as part of the project. DocuSign Envelope ID: F050926D-FBF5-4F3C-8C1D-D77845172D51 Personal Information - Note: The ARB regularly meets the first and third Thursdays of the month at 8:30 a.m. Name: Amparo Del Rio Address: 274 9 Byron Street Cell Phone: 925-683-3508 Home / x Office Phone: 925-683-3508 E-mail:amparo@amparodesign.com Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes X No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? x Yes No Excluding your principal residence, do you or your spouse own real property in Palo Alto? _Yes x No How did you learn about this vacancy? Community Group Daily Post x Email from City Clerk City Website Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: I'm a certified Interior Designer working as a free-lance designer. I work doing remodeling and additions in the peninsula as Amparo Del Rio, C.I.D. I want to be involved in the community and help make the city a better place to live and work. I have a certificate from UC. Berkeley exten i i te.ri D i n nd ircnitectnura1l evlew oara i ppiica ion A tr.tr rR rchitecture. Also was an Art Director for 20 year beforelof5 starting my free lance career as an interior designer in 2010. I'm DocuSign Envelope ID: F050926D-FBF5-4F3C-8C1D-D77845172D51 Employment Present or Last Employer: Amparo Del Rio Design Occupation: Interior Designer Describe your involvement in community activities, volunteer and civic organizations: I have not had a chance to be involved in the City of Palo Alto. I moved here about 2 years ago. 1. What is it about the Architectural Review Board that is compatible with your experience and of specific interest to you, and why? I have been involved representing clients that have applied for a variance and have enjoyed the process of being part of deciding and convincing the Board to accept proposed projects. Amparo Del Rio Architectural Review Board Application 2 of 5 DocuSign Envelope ID: F050926D-FBF5-4F3C-8C1D-D77845172D51 2. Please describe an issue that recently came before the Board that is of particular interest to you and describe why you are interested in it. If you have never been to a Board meeting you can view an archived video from the Midpen Media Center: LINK None 3. If appointed, what specific goals would you like to see the Architectural Review Board achieve, and why? How would you suggest accomplishing this? I would like to be a part of the Architectural Review so that I can help the city find better solutions and better design. Amparo Del Rio Architectural Review Board Application 3 of 5 DocuSign Envelope ID: F050926D-FBF5-4F3C-8C1D-D77845172D51 4. Please identify a project or projects that you find to be examples of good architecture, and explain why. You may attach samples, identify project addresses, or provide links. If you attach samples, Staff may request that you bring hard copy print outs to the interviews. Good architecture today is making building sustainable. Making the residents have access to parks and gardens. Walking and bicycle paths composting sites, permeable hardscpaes, zero -energy building, green roofs, good public transportation, good ideas for water reclamation for irrigation, and good recycling programs. 5. Architectural Review Board Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) I and II Plans California Environmental Quality Act LINK Permit Streamline Act LINK Density Bonus Law LINK Secretary of the Interior's Standards LINK Zoning Code and Plans Amparo Del Rio LINK Architectural Review Board Application 4 of 5 DocuSign Envelope ID: F050926D-FBF5-4F3C-8C1D-D77845172D51 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: x I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: Home / Office Phone: E-mail: The phone number / address can be non-public and different than the address collected on page one. DxuSig ned by: p±puro 'l � }�l6Signature:. 9238C623AE 1418. Date: 2/21/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box and click "Attach" to upload your document(s). Amparo Del Rio Architectural Review Board Application 5 of 5 Y Application Deadline: October 17, 2018 at 4:30pm Architectural Review Board CITYOFPALO ALTO, CA Personal information — Note: The ARE] regularly meets the first and third Thursday:1YgGrir:41";;;54 the ► i . Name: Robert Gooyer Address:2074 Kehoe Avenue San Mateo, CA 94403 dell Phone: (650) 740-600 'Home E-mail: Are you a Palo Alto Resident?JYes®No ffice Phone: (650) 349-654 Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members?QYes ®No Are you available and committed to complete the term applied for ?• YesONo California state law requires appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? fesOlo Excluding your principal residence, do you or your spouse own real property in Palo Alto? Ye No How did you learn about the vacancy on the Architectural' Review Board? it Community Group I IDaily Post Email from City Clerk City Website Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: Bachelor's of Architecture degree from University of Arizona Licensed architect in the state of California since 1980 4C-11,242 National Council of Architectural Registration Boards member #50,961 Principal of my own architectural firm since it's inception in 1990 Employment Present or Last Employer: RCG .Architecture Occupation: Principal Architect. Page 1 Robert Gooyer Architectural Review Board ❑escribe your involvement in community activities, volunteer and civic organizations: Current or past involvement with: Palo Alto ARB(including Chair), San Mateo Planning Commission(including Chair), Board member & volunteer President of Coyote Point Museum, SMFCS]J Facilities Implementation Plan Advisory Committee, PTA & Site Council K-12, Board member - American Institute of Architects, Master Commissioner - California Architects Board, Emergency Safety Assessment Inspector of the Office of Emergency Services & SMFCSD Foundation "Bids for Kids" Committee. 1. What is it about the Architectural Review Board that is compatible with your experience and of specific interest to you, and why? I currently serve on the ARB and service to the community is very important to me. With my experience at this board as well as my serving for 8 years on the San Mateo Planning Commission T can continue to be an asset to the community. Page 2 Robert Gooyer Architectural Review Board 2. Please describe an issue that recently came before the Board that is of particular interest to you and describe why you are interested in it. If you have never been to a Board meeting you can view an archived video from the Midpen Media Center: LINK. In my experience i find it is important to give all the issues the same importance because each one is important to the applicant and thus also to the community. I believe all projects brought before the Board need attention to make them a good fit for the residents of the city. A big issue for me is the misconception that the Board is only there to serve the developers who come before us. I believe our most important role is. to be fair to all. Neighbors, city residents and applicants. 3. If appointed, what specific goals would you like to see the Architectural Review Board achieve, and why? How would you suggest accomplishing this? Continue my quest to show that the Board is there to serve the entire community. Homeowners as well as applicants and strive to have the final approved project be the best solution for all. A sort of win -win solution. A good final solution takes hard work by the Board as well as cooperation from the applicant and some give-and-take from the neighborhood. Page 3 Robert Gooyer Architectural Review Board 4. Please identify a project or projects that you find to be examples of good architecture, and explain why. You may attach samples, identify project addresses, or provide links. If you attach samples, Staff may request that you bring hard copy print outs to the interviews. 450 Bryant - Good reuse of the Historic Police Department in lieu of tearing it down. Palo Alto Medical Clinic Infill. The development of a nice residential area where the clinic was formerly located. The new "Design Within Reach" store on University Avenue. The new development at 3223 Hanover on the Stanford Campus area. The Hamilton Ave. parking garage. A garage is always difficult to make it look presentable. 5. Architectural Review Board Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK El Camino Real Design Guidelines LANK El Camino Real Master Plan Study LINK and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) I and II Plans LINK California Environmental Quality Act LINK Permit Streamline Act LINK Density Bonus Law LINK Secretary of the Interior's Standards LINK Page 4 Robert Gooyer Architectural Review Board Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." The full code is attached. This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR 0 I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website, I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: ome l Office Phone: E-mail: Signature: Date: Clot 2'2°18 Page 5 Robert Gooyer Architectural Review Board DocuSign Envelope ID: D68BCF45-F829-4A64-8FFD-6EF27F146050 Personal Information - Note: The ARB regularly meets the first and third Thursdays of the month at 8:30 a.m. Name: David L Hirsch Address: 798 Palo Alto Ave. Cell Phone: 646 221 5158 x Home / Office Phone: 650 494 4646 E_mail:davidlhirsch@gmail.com Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes X No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? Yes x No Excluding your principal residence, do you or your spouse own real property in Palo Alto? _Yes x No How did you learn about this vacancy? Community Group Daily Post Email from City Clerk City Website Palo Alto Weekly Flyer Other: Palo Alto Forward List relevant education, training, experience, certificates of training, licenses, or professional registration: Harvard College BA 1957; The Cooper Union (Architecture) 1963-1966 Harvard Grad. School of Design MArch 1966-1968; Registered Arch. 1973 New York State; Sr. Urban Designer, Mayor's Off. of Development; Founding Principal, Urban Architectural Initiatives 1996-2017 David Hirsch Architectural Review Board Application 1 of 5 DocuSign Envelope ID: D68BCF45-F829-4A64-8FFD-6EF27F146050 Employment Present or Last Employer: Urban Architectural Initiatives Occupation: retired Describe your involvement in community activities, volunteer and civic organizations: I am an Architect from Brooklyn, New York where I was active in my neighborhood's revitalization for many years. As a 7 year resident of Palo Alto I have used this time to experience the physical characteristics of the City, become aware of the community issues, attended many Board and Council meetings, join Palo Alto Forward, bike through many of the neighborhoods, study the varied Eichler communities, hike in Foothills Park and the Baylands, and stay current on the local news by following Palo Alto Online and the Weekly. Beyond this familiarization with the community,I have, as a new resident with 'fresh eyes',spent considerable time investigating the Ventura neighborhood and Fry's site, considering its potentials, recognizing its importance to both the residents and the neighboring commercial users. I intend to share my observations with the recently formed committee. I am also involved as a 'community fellow' with Concordia, the City's consultant for the Cubberly site, to assist them in their unique involvement of citizen participation to plan the future of this incredible resource for the multi -faceted cultures of Palo Alto to be shared with the PAUSD. 1. What is it about the Architectural Review Board that is compatible with your experience and of specific interest to you, and why? As an Architect coming from NYC to a small city allows for a different perspective on citizen involvement in the process of government. While there are lessons learned from both, there are unique opportunities in the latter which are not possible in the former. I cannot imagine that anyone would ask me, as a professional in NYC to consider the 'harmonious development of the City' or how to 'enhance the desirability of residence or investment in the City', 'attain the most desirable use of land and improvements','enhance the living conditions' or 'promote . . . visual environments of high aesthetic value'. And yet those are the values we aspire to as architects, and those are the principles of the ARB. Since living here I have hoped to be involved in some functional way with the community and independently pursued my interests, such as the Fry's site and its possible benefit to the Ventura neighborhood (the idea for a linear park) the Avenidas addition (a question of aesthetics), the issue of scale versus perspective in determining height limitations,(Palo Alto Online article) the personality of neighborhood (Eichler SSO presentation to the Council), the mix of culture in community (Cubberly). These are some of my interests. David Hirsch Architectural Review Board Application 2 of 5 DocuSign Envelope ID: D68BCF45-F829-4A64-8FFD-6EF27F146050 2. Please describe an issue that recently came before the Board that is of particular interest to you and describe why you are interested in it. If you have never been to a Board meeting you can view an archived video from the Midpen Media Center: LINK One recent project I have followed through from preliminary presentations to final approval is the housing project at the corner of El Camino and Page Mill Drive by Windy Hill developers. The project was lauded in the original Council hearing for its emphasis on small sized units and described as 'work force' housing. For many of my professional years I have designed supportive housing for not -for-profit developers, approximately the same size as this project, but for single occupancy apartments without any parking requirement and with significantly smaller units than the most minimal one in this project, so I am familiar with this housing typology. The ARB comments on the final submission (which passed with a 3-2 vote)were varied and insightful. There were many aspects of the submission that were definitely of high quality. It is a proper location for its intended use, although differing from its zoned use. It is well related to its residential neighboring context. Traffic issues relative to this significant intersection were carefully considered Plantings throughout were discussed in horticultural detail But the Board spent less time considering that this extremely prominent site requires , as the ARB guidelines states, a building of 'high aesthetic quality'.In my opinion, this was not achieved. 3. If appointed, what specific goals would you like to see the Architectural Review Board achieve, and why? How would you suggest accomplishing this? These suggestions are made to streamline the hearing procedures, hopefully shorten the timespan for review, and fully utilize the talents and creative capabilities of the ARB members: 1. Abbreviate the review process, perhaps with an outline created by the members to focus attention on critical elements, so meetings do not go off-track. 2. Work with Planning to assure submissions are complete prior to calendaring the hearing. 3. Streamline the procedures for affordable housing in particular, because it is the major Council priority as well as a mandate from the State and ABAG. 4. Petition the Council to include the ARB and PTC as a super committee to jointly review major projects as they are submitted, such as the the Ventura/Fry's planning and development or the Cubberly concept design. There are certainly design principles in large scale planning that involve the expertise of both Boards. 5. Encourage and allow the ARB to be more pro -active in proposing ideas to Planning, PTC and the Council. David Hirsch Architectural Review Board Application 3 of 5 DocuSign Envelope ID: D68BCF45-F829-4A64-8FFD-6EF27F146050 4. Please identify a project or projects that you find to be examples of good architecture, and explain why. You may attach samples, identify project addresses, or provide links. If you attach samples, Staff may request that you bring hard copy print outs to the interviews. Photographs with text descriptions attached. 5. Architectural Review Board Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) I and 11 Plans California Environmental Quality Act LINK Permit Streamline Act LINK Density Bonus Law LINK Secretary of the Interior's Standards LINK LINK I have read and tagged large portions of the Comp Plan and Housing Element, certain portions of the Zoning Resolution. I'm aware of the CEQA approval process (as filed by Planning). I have had significant experience with the national historic requirements of the Department of the Interior. I will catch up on this reading list prior to the beginning of my term, if I am selected. David Hirsch Architectural Review Board Application 4 of 5 DocuSign Envelope ID: D68BCF45-F829-4A64-8FFD-6EF27F146050 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: x I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: Home / Office Phone: E-mail: The phone number / address can be non-public and different than the address collected on page one. DocuSigned by: rr 594.1441 44404 Signature: 7A34&C4506C54DA Date: 10/15/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box x and click "Attach" to upload your document(s). David Hirsch Architectural Review Board Application 5 of 5 DocuSign Envelope ID: D68BCF45-F829-4A64-8FFD-6EF27F146050 Architect: Henry Hobson Richardson Landscape: Frederick Law Olmsted The pre-eminent Architect and Landscape Architect of the mid- 19th Century desicned the main quad of Stanford. I admire the massive rusticated stonework facade and arches, the overhanging red tiled roof, the continuity of the colonnades, the deeply recessed windows, the orthogonal planning with monumental entries. The entire complex is a consistent use of these elements. DocuSign Envelope ID: D68BCF45-F829-4A64-8FFD-6EF27F146050 Architect: Pei Cobb and Freed These two symmetrical buildings are on axis to the previous photograph, a continuation of the campus grid. They maintain the related campus scale, but the flat stone arches are a modern, more delicately scaled design. The second floor is separated from the ground floor colonnade, defined around the entire perimeter with a setback of continuous windows with a repeat of the red tile deeply overhanging roof floating above. The large linear street lined palms are a dramatic relation to the lower buildings and a repetition of this path -defining feature. DocuSign Envelope ID: D68BCF45-F829-4A64-8FFD-6EF27F146050 Architect: Norman Foster My favorite new Stanford campus building is the Bio-X. I like the way it sweeps around the two sides of a courtyard with all of the laboratories facing inward with floor to ceiling class, revealing the fascinating inner work spaces with all of their complex apparatus and study areas. Perimeter walkways hung from the roof seems so appropriate for California weather with an open bridge connecting the two sides of the courtyard. Access to the centrally located open, deck level eating areas is convenient. The entire building benefits from the free flow of air throughout. The roof follows the curving shape of the building but floats free of the lower floors, a dramatic departure from the norm. DocuSign Envelope ID: D68BCF45-F829-4A64-8FFD-6EF27F146050 Architect: Polshek and Partners Besides the addition to the Canter, the successor firm continued at Stanford with the Bing and the Anderson. It is notable how the new wing attaches comfortably to the octagonal rear projection of the original building, but does so in its own modernist, cubist style, symbolic of the contemporary art of the new wing. DocuSign Envelope ID: D68BCF45-F829-4A64-8FFD-6EF27F146050 Architect: Joseph Bellomo The office structures at University at Alma are a series of raw concrete, glass and expressed floor slab forms with a facade overlay of metal screening. The two buildings are designed as separate masses with the two-story one on University and the taller structure on the Alma corner. A passage between the two connects to High Street. I think the massing design decisions were carefully considered, especially the decision to divide the forms into separate elements and the use of the screening as a uniying and softening element. The assemblage fits the shape of the site and the passage as an urban gesture is notable. DocuSign Envelope ID: D68BCF45-F829-4A64-8FFD-6EF27F146050 Architects: (Original) Pedro de Lemas (Later structures) Birge Clark and others. The iconic block of Ramona Street never ceases to intrigue me. Light plays on all the varied forms creating a special effect. By having a single stucco palette with a general conformance to non-standard windows and varied forms allows the entire block to appear to be one exaression although it was developed at different times and for di-ferent uses. DocuSign Envelope ID: D68BCF45-F829-4A64-8FFD-6EF27F146050 Architect: Unknown The Hizashi multiple housing building on Lytton near Middlefield, though warn at the edges, is a hidden gem. I admire the way it plays with the shapes of the residences, walkways and stair towers to form a consistent expression. I think it is notable that the designers were careful to include the common use of the open courtyard interior space and to select very appropriate plantings as shading devices that are full-grown now. Because the building is elevated from the street, the below grade garage is filled with natural light, a pleasant departure from buildings with parking in the cellar. DocuSign Envelope ID: D68BCF45-F829-4A64-8FFD-6EF27F146050 Architect: David L. Hirsch A house on a limited sized lot with easement setback requirements uses horizontal zinc faced surfaces, exposed steel and glass bays and clerestory frames with a contrasting bright colored stucco wall and soft, natural grasses and concrete slabs that mirror the receding pattern, and subtly lead to a glass enclosed lobby entrance. Architectural Review Board Application Personal Information Name: Alexander Lew Address: Cell Phone: QHome / Office Phone: Cf°TY OF PALO ALTO, CA CITY CLERK'S OFFICE 18 0CT 17 PM 4:08 E-mail Are you a Palo Alto Resident? ()Yes 0 No Do you have any relatives or members of your household who are employed by the City of alo AlAjX, who are currently serving on the City Council, or who are Commissioners or Board Members? UYesUP No Are you available and committed to complete the term applied for? OYesONo California state law requires appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest (Form 700). Do you have an investment in, or do you serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to: 1) engage in business with the City; 2) provide products or services for City projects; or 3) be affected by decisions of the board or commission you are applying for? ()Yes()No Excluding your principal residence, do you own real property in Palo Alto? ()Yes 0 No How did you Learn about the vacancy on the Architectural Review Board? ❑Community Group [Daily Post [Email from City Clerk [City Website [Palo Alto Weekly [Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: Columbia University, Master of Architecture Washington University, Bachelor of Arts, major in architecture Solomon ETC Architecture & Urban Design, Associate Carrasco & Associates, designer Stanford University Architect & Planning Office, drafter California candidate for license (passed all national architectural exams) Employment Present or Last Employer: Self employed Occupation: Designer Describe your involvement in community activities, volunteer and civic organizations: Architectural Review Board from 2008-2018. Served as chair in 2010 & 2017 and vice chair in 2009 & 2016. Westem Wheelers, a Palo Alto cycling club. Past board member, coordinator, and ride leader. I lead rides to places with architectural and social history. Bike Palo Alto volunteer. Grassroots Ecology (Acterra) volunteer. Page 1 Architectural Review Board 1. What is it about the Architectural Review Board that is compatible with your experience and of specific interest to you, and why? Great buildings are sometimes created in a moment of time by a genius designer, but cities require a series of contributions by many people over decades. The transformative effect of good design is a lifelong pursuit of mine. The ARB plays its role in recognizing innovation, maintaining quality, and requiring compatibility. I strive to leam the diverse disciplines of land planning, building design, landscape design, and environmental stewardship through work and other activities. 2. Please describe an issue that recently came before the Board that is of particular interest to you and describe why you are interested in it. If you have never been to a Board meeting you can view an archive here: LINK. The lack of housing projects in recent years is an issue. The recent workforce housing project at 2755 Page Mill barely got a 3-2 recommendation for approval. The ARB subsequently discussed the project with respect to the South El Camino Design Guidelines. Discretionary review is important, but California SB 35, SB 540, and AB 73 will allow ministerial approval of certain housing projects. The ARB should review the adequacy of the current code where ministerial review is allowed. 3. If appointed, what specific goals would you like to see the Architectural Review Board achieve, and why? How would you suggest accomplishing this? 1) The new Comprehensive Plans calls for implementing or modifying the development standards for the ratio of office and residential in mixed use buildings, for land use transitions between residential and other areas, for pedestrian friendly design in mixed use buildings, and for bird friendly glazing. The ARB typically comments on zoning changes proposed by the staff and PTC. 2) The ARB should monitor the number of times a project is reviewed. The Planning Manager does keep track, but the ARB has only been intermittently reviewing project approval time lines. The number of meetings per project has been increasing a bit. 4. Please identify a project or projects that you find to be examples of good architecture, and explain why. You may attach samples, identify project addresses, or provide links. If you attach samples, staff may request that you bring hard copy print outs to the interviews. University Avenue (1895 view attached). I selected this street because it took 100 years to develop as we know it. The original plat and buildings were not remarkable. Commercial uses were expanded into residential areas in the 1920s. Parking lots were added in the 1950s. Street trees, underground utilities, and brick bulb -outs were added in 1976. The good: 70' street width, 225' blocks, build -to line, 15'-75' wide storefronts, pedestrian friendly facades, 45' London Plane spacing, regulated signage, and subdued lighting. The bad: haphazard alleys, fragmented parking lots, and little oak tree protection. The 12' sidewalks could be wider. 5. Architectural Review Board Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study LINK and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) I and II Plans LINK Califomia Environmental Quality Act LINK Permit Streamline Act LINK Density Bonus Law LINK Secretary of the Interior's Standards LINK While on the ARB, I have read these documents as well as the Baylands Design Guidelines, Rail Corridor Study, and the Sign Code. Page 2 Architectural Review Board Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." The full code is attached. This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: © I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: 250 Hamilton Avenue, Palo Alto, CA 94301 CeII Phone: 0Home /Office Phone: E-mail: alexanderlew@att.net Signature: Date: (0/17/Za8 Page 3 Architectural Review Board 1895 PALO ALTO 1. Freight depot 2. Palo Alto Feed, Fuel, & Express 3. Palo Alto & University Stables 4. Hanson Lumber 5. Southern Pacific train station 6. Bank of Palo Alto 7. Oak Billiards 8. Hall's Drugs 9. Palo Alto Hotel 10. Live Oak Stables 11. Peter's Candy 12. Court 13. Thoit's Shoes 14. Parkinson Lumber 15. Photography Gallery 16. Otter House: Stoves Boarding (2nd fl) 17. Blacksmith & wagons 18. Bookstore 19. Ledyard Building: The Fair grocery Doctor's offices (2nd fl) 20. Sigma Alpha Epsilon 21. Billiards 22. Water tank for dirt roads 23. Sherman's Furniture 24. House on one acre with lawn tennis court (now Cogswell Plaza) 25. First Presbyterian Church 26. Old school 27. Mixed use (now on Florence St) 28. YMCA Reading Room Nortree Hall (2nd fl) 29. Decker oak & house (still standing) 30. All Saints Episcopal Church DocuSign Envelope ID: 23A834DC-D75A-49C0-86A0-2F468F0A08B7 Personal Information - Note: The ARB regularly meets the first and third Thursdays of the month at 8:30 a.m. Name: Curtis Smolar Address: 2345 Waverley Street Cell Phone: 415-902-8901 x Home/ Office Phone: 415-902-8901 E-mail: csmolar@Gmail.com Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes X No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? Yes x No Excluding your principal residence, do you or your spouse own real property in Palo Alto? _Yes x No How did you learn about this vacancy? Community Group Daily Post X Email from City Clerk City Website Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: I am a real estate attorney who has worked on architectural projects in the Bay Area for the past twenty years. I have practiced in front of the San Francisco Planning Department, San Francisco Board of Permit Appeals, San Francisco Board of Appeals and the Superior Court regarding issues of architectural design and urban planning Curtis Smolar Architectural Review Board Application 1 of 5 DocuSign Envelope ID: 23A834DC-D75A-49C0-86A0-2F468F0A08B7 Employment Present or Last Employer: Legalist, Inc. Occupation: General Counsel Describe your involvement in community activities, volunteer and civic organizations: I have been heavily involved in San Francisco Little League, being on the board for 4 of the past five years. I have also been involved in issues regarding the Palo Alto School District. 1. What is it about the Architectural Review Board that is compatible with your experience and of specific interest to you, and why? I have specific experience, when I was a judge pro tempore with the San Francisco Superior Court mediating disputes between contentious neighbors regarding architectural issues. I have resolved dozens of cases either as a mediator, lawyer or trusted advisor regarding diverse architectural issues such as whether projects fit within the character of a neighborhood, if there is a character of the neighborhood, light issues, tree issues, size issues and a myriad of other disputes. I try to work towards a solution that will resolve disputes. Curtis Smolar Architectural Review Board Application 2 of 5 DocuSign Envelope ID: 23A834DC-D75A-49C0-86A0-2F468F0A08B7 2. Please describe an issue that recently came before the Board that is of particular interest to you and describe why you are interested in it. If you have never been to a Board meeting you can view an archived video from the Midpen Media Center: LINK I have been following the proposal of the parking structure on 350 Sherman Avenue. I found conflicting incentives, i.e. the urgent needs of the business owners, and the architectural boards requirement that it not adversely affect the character of neighborhood. Specifically I agreed with the idea to modify the wall that was proposed for an area behind the staircase along the Birch Street frontage. I found the solution, the mosaic, to be an elegant solution to the problem. 3. If appointed, what specific goals would you like to see the Architectural Review Board achieve, and why? How would you suggest accomplishing this? I look forward to the possibility of working with the people of Palo Alto to help preserve the diversity of architectural styles which helps define who we were as a community. Curtis Smolar Architectural Review Board Application 3 of 5 DocuSign Envelope ID: 23A834DC-D75A-49C0-86A0-2F468F0A08B7 4. Please identify a project or projects that you find to be examples of good architecture, and explain why. You may attach samples, identify project addresses, or provide links. If you attach samples, Staff may request that you bring hard copy print outs to the interviews. 1027 Bryant Street: I was impressed how the architects consulted historic photographs and documents to replace the front facade elements and return the home to its former relationship with the street. 350 Sherman Ave, the new police station. It is a big improvement to the previous building and integrates well with the neighborhood. The architectural board did a good job of working with the architect to improve its integration with the surrounding neighborhood. 5. Architectural Review Board Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) I and 11 Plans California Environmental Quality Act LINK Permit Streamline Act LINK Density Bonus Law LINK Secretary of the Interior's Standards LINK LINK Palo Alto Comprehensive Plan (reviewed for previous board interview); Zoning Code (Reviewed for a project in Los Altos); and Permit Streamlining Act (for a project). Curtis Smolar Architectural Review Board Application 4 of 5 DocuSign Envelope ID: 23A834DC-D75A-49C0-86A0-2F468F0A08B7 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: x I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: Home / Office Phone: E-mail: The phone number / address can be non-public and different than the address collected on page one. 1-DocuSigned by: C AZ Signature: '8Dfi5A37DBBDO4EC Date: 10/17/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box and click "Attach" to upload your document(s). Curtis Smolar Architectural Review Board Application 5 of 5 DocuSign Envelope ID: 3CB29972-CCFE-4C3B-9EA7-8509F5B2EEE9 Personal Information - Note: The PARC regularly meets the fourth Tuesday of the month at 7:00 p.m. Name: Anne Warner Cribbs Address: Cell Ph Home / X Office Ph E - Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes X No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? Yes X No Excluding your principal residence, do you or your spouse own real property in Palo Alto? _ Yes x No How did you learn about this vacancy? Community Group Daily Post x Email from City Clerk City Website Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: BA Stanford. University Political Science CEO Bay Area Sports Organizing Committee 20 plus years Chair California Senior Games Association Chair Bay Area Senior Games - annual event Vice President United States Olympic Alumni Director of Rich May Foundation - build privately funded full sized soccer/rugby field in East Palo Alt Anne warner Cribbs Parks and Recreation Commission Application 1 of 5 DocuSign Envelope ID: 3CB29972-CCFE-4C3B-9EA7-8509F5B2EEE9 Employment Present or Last Employer: Bay Area Sports Organizing Committee Occupation: Organizing Sporting events, Describe your involvement in community activities, volunteer and civic organizations: Completing first term of PARC this December Director and Vice Chair of San Jose Sports Authority Chair of USA Table Tennis Board of Directors Member of USA Ski and Snow Boarding Gender Equity Commission Advisory Board member BAWSI - Bay Area Women's Sports Initiativve 1. What is it about the Parks and Recreation Commission that is compatible with your experience and of specific interest to you, and why? I love sports and the opportunities for all in every age group to play sports and enjoy the camaraderie and friend ship that come with sports. I am committed to ensuring that our community provide playing fields, swimming pools and gyms for all in our commuity. I want to continue the vision that the founders of Palo Alto had when they set aside land for parks and facilities! Anne warner Cribbs Parks and Recreation Commission Application 2 of 5 DocuSign Envelope ID: 3CB29972-CCFE-4C3B-9EA7-8509F5B2EEE9 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK 1. Cubberly Future & planning 2.Dedicated Pickleball Courts 3. Dog parks - both rejuvinating the 3 current parks (not necessary for Peers which just opened) and creating new ones, spread about the City 4. Solutions for trash and garbage in our parks 5. A swim pool for South Palo Alto -funding and operating 6.Ability to create opportunities for private individuals to support new and on going projects. 7. Staff work load in the midst of budget cuts 3. If appointed, what specific goals would you like to see the Parks and Recreation Commission achieve, and why? How would you suggest accomplishing this? 1. Clear plan for Cubberly, even if it is only for the property (8 acres) controlled by the City. 2. Community outreach program working with neighboor hood groups to help with trash and garbage in the parks 3. Dedicated pickleball courts with lights while working with tennis community to ensure they also have lighted. courts. Some of the above depends on private funding.. with clear rules about responsiblity and obligations .. working with our great friends groups. I believe the pickleball group would help with funding for dedicated courts. I also would like to continue to outreach to the commuity to ensure that all voices are heard.. including youth. Anne warner Cribbs Parks and Recreation Commission Application 3 of 5 DocuSign Envelope ID: 3CB29972-CCFE-4C3B-9EA7-8509F5B2EEE9 4. Parks and Recreation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan: Community Services and Facilities Element Natural Environment Element LINK Baylands Master Plan LINK Park Dedication Ordinance (Municipal Code) LINK Bicycle - Pedestrian Transportation Plan LINK Youth Master Plan LINK LINK Cubberley Community Advisory Committee Report LINK I am aware of these documents but have not reviewed. I am aware of the Baylands Master Plan. Anne warner Cribbs Parks and Recreation Commission Application 4 of 5 DocuSign Envelope ID: 3CB29972-CCFE-4C3B-9EA7-8509F5B2EEE9 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR X I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: 2275 East Bayshore Suite 115, Palo Alto, CA 94303 Cell Phone: 415-264-2067 Home/ x Office Phone: 650-323-9400 E mail: acribbs@basoc.org The phone number / address can be non-public and different than the address collected on page one. Docusigned by: C L1rt.In..t. ()Jot x Cvsllss Signature: 099F380431414F7.. Date 10/3/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box and click "Attach" to upload your document(s). Anne warner Cribbs Parks and Recreation Commission Application 5 of 5 DocuSign Envelope ID: 22CCDF83-2718-4224-AC9A-E24D435715E9 Parks and Recreation Commission Personal Information — Note: The PARC regularly meets the fourth Tuesday of the month at 7:00 o.m. Name: Jeff Greenfield Address: 3476 Waverley Street Cell Phone: 650.766.0511 Home / (D Office Phone: 650.494.9331 E-mail: jeffg13@gmail.com Are you a Palo Alto Resident? fYes Q No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? ® Yes 0 No Are you available and committed to complete the term applied for? ® Yes 0 No California state law requires appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? OYes No Excluding your principal residence, do you or your spouse own real property in Palo Alto? 0 Yes 0 No How did you learn about the vacancy on the Parks and Recreation Commission? ommunity Group Daily Post mail from City Clerk ity Website alo Alto Weekly Flyer Other:current PRC commissioner List relevant education, training, experience, certificates of training, licenses, or professional registration: Canopy Training: • Tree Planting Leader • Tree Pruning Leader Soccer Certification: • United States Soccer Federation (USSF) Level 8 Referee • American Youth Soccer Organization (AYSO) Advanced Coach • AYSO Advanced Referee (National certification in progress) Personal: • Education: BS Engineering, Harvey Mudd College Jeff Greenfield Page 1 Parks & Recreation Commission DocuSign Envelope ID: 22CCDF83-2718-4224-AC9A-E24D435715E9 Employment Present or Last Employer: Ericsson Occupation: retired engineer Describe your involvement in community activities, volunteer and civic organizations: Current Community Roles: • Parks & Recreation Commission Vice -Chair. Current Ad Hocs: Park & Facility Use Policy, Foothills Park, Park Rules & Muni Code, CIP, Park Dedication Current Liaison roles: Turf Management, Community Gardens, Safe Routes to School • Canopy Volunteer: assessment, configuration and technical liaison for customization of global information systems (GIS) and mobile applications for tree mapping and surveying (for Canopy and Palo Alto Urban Forestry Department), tree pruning and planting, Young Tree Care and Great Oak Count surveying, tree database assistance • Palo Alto Adult Soccer League (PAASL) Board member for the past 15 years, including two 3 -year terms as PAASL President • Soccer Referee: NHHS (high school), AYSO, Palo Alto Soccer Club (PASC), Stanford Soccer Club, PSV Union Soccer Club • Gunn High School: Safe Routes to School and other assorted volunteer roles Previous Community Volunteer Roles: • Fairmeadow Elementary PTA Board Member - Site Council Representative • Various volunteer roles at Fairmeadow Elementary, JLS Middle, and Gunn High Schools • South Waverley Street Speed Humps Co-organizer • AYSO Soccer Coach • PASC Team Manager • YMCA Youth Basketball Coach Current Recreation Activities: hiking, soccer, biking, tree care & identification, gardening 1. What is it about the Parks and Recreation Commission that is compatible with your experience and of specific interest to you, and why? • Palo Alto has been my home for the past twenty years and my wife and I have raised our two daughters here. My family has been fortunate to appreciate and enjoy the many wonderful resources and services that our community offers and we have a track record of contributing within our community. • My personal interests are well encapsulated within the "umbrella" of Parks and Recreation. These passions include soccer, hiking, trees and plants, biking, and general environmentalism and sustainability. • Over the past two calendar years as a Parks and Recreation Commissioner, I've worked on a broad range of issues aligned with the Parks & Rec Master Plan. Just a few include Foothills Park (opening the 7.7 acres, Buckeye Creek Hydrology Study), Park and Facility Rules (pickleball support, temporary lighting at Cubberley, corporate facility use guidelines), Community Gardens (reviewing current rules, seeking to add a new garden), Highway 101 Pedestrian/Bicycle Overpass review, 2017 CIP Budget review, turf management study, and many more. • I have thoroughly enjoyed my experience, but I feel that my work has only just begun! I would be privileged and honored to have the opportunity to continue to serve our community and contribute to the implementation of our Parks, Trails, Natural Open Space, and Recreation Master Plan. Jeff Greenfield Page 2 Parks & Recreation Commission DocuSign Envelope ID: 22CCDF83-2718-4224-AC9A-E24D435715E9 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK. Pickleball is an increasingly popular local recreation activity. This sport is very social and inclusive, and pickleball allows for 4-8 times more players to use the same space as tennis. The official current City policy only permits for tennis to be played on a tennis court. The PRC recently supported an action recommending that the Field & Tennis Court Use Policy be amended to officially permit pickleball on selected tennis courts at Mitchell Court. Pickleball is already prevalent at this location and has been supported by CSD staff. Additionally, specific pickleball priority hours are called out. While I have no vested interest in pickleball, I feel this is an important public issue to resolve. I want to ensure that the community is served optimally as we sort out how to support this new recreational endeavor. As a member of the Park and Facility Use Policy Ad Hoc, I have worked with staff on crafting a policy and process which balances the needs of our both our new pickleball and longstanding tennis communities. Our work is not complete as we aim for dedicated pickleball courts to best serve our community. Staff has been very thoughtful in their approach, but this is a difficult balancing act. I am intimately familiar with the Field & Court Use Policy and I have used this experience to look for parallels with other recreation sports and our policies. I look forward to continuing development of a quality solution. 3. If appointed, what specific goals would you like to see the Parks and Recreation Commission achieve, and why? How would you suggest accomplishing this? • Identify and nurture funding sources for Master Plan projects. We have a comprehensive aspirational document to guide our overall effort, but we need to identify financial resources to make these plans a reality. Prioritizing low cost projects is one viable way to make progress. • The Foothills Park Buckeye Creek Hydrology Study has recommended a rare opportunity to restore riparian environment while addressing erosion and sedimentation issues. Funding is a challenge but this is a unique restoration and educational project for our city. • Increase dedicated parklands within our community to meet our Master Plan goals. Gaps have already been identified. Identifying and acquiring new parklands is complicated, but must be pursued. Creative funding is required. We should also assure the continued enjoyment of undedicated park resources by formally dedicating them. • Add one or more community gardens in Mid -Town / South Palo Alto. This region is currently underserved and this is a community amenity which is often mentioned and requested by residents. We are now close to announcing a new garden. Moving forward, we'll work to identify potential sites for purchase or lease and get creative with funding sources as needed. • Improve grass playing field quality throughout our community. Completing a budgeted comprehensive turf management study is the first step. Identifying funding is a challenge. • Environmental stewardship and sustainable best practices for our open spaces and parks. We must protect the cherished natural jewels of our city as outlined in the Master Plan. Jeff Greenfield Page 3 Parks & Recreation Commission DocuSign Envelope ID: 22CCDF83-2718-4224-AC9A-E24D435715E9 4. Parks and Recreation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan: Community Services and Facilities Element LINK Natural Environment Element LINK Baylands Master Plan LINK Park Dedication Ordinance (Municipal Code) LINK Bicycle - Pedestrian Transportation Plan LINK Youth Master Plan LINK Cubberley Community Advisory Committee ReportLlNK • As a current PRC member, I am very familiar with the Palo Alto Parks, Trails, Natural Open Space, and Recreation Master Plan. • As a current member of the PRC Park & Facility Use Policy, Park Rules & Muni Code, and CIP Ad Hoc committees, I am very familiar with various policies associated with Community Services and Facilities, particularly the Field & Racquet Court Use Policy. • I am also familiar with or have reviewed portions of all other referenced documents. Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." The full code is attached. This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: a Home i0 Office Phone: E-mail: p D ocuSig ned 4y: ' —80 E 14EH7F 1104FF... Signature: Date: 10/12/2018 Jeff Greenfield Page 4 Parks & Recreation Commission DocuSign Envelope ID: 57E2B633-74BB-4661-9509-93CF1A7DD9A5 Personal Information - Note: The PARC regularly meets the fourth Tuesday of the month at 7:00 p.m. Name: David Moss Address: Cell Ph 1 x Home/ E - Office Ph Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes X No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? Yes X No Excluding your principal residence, do you or your spouse own real property in Palo Alto? _ Yes x No How did you learn about this vacancy? Community Group Daily Post x Email from City Clerk City Website Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: I have been Parks and Rec commissioner for the past 3 years, and think I have had a meaningful impact. Also, I have an MBA from Santa Clara University. I've just retired from a 43 -year career here in Palo Alto, Silicon Valley since 1977, and elsewhere as a programmer, business analyst, data quality analyst, and IT project manager. David Moss Parks and Recreation Commission Application 1 of 5 DocuSign Envelope ID: 57E2B633-74BB-4661-9509-93CF1A7DD9A5 Employment Present or Last Employer: IT Consultant for Apex Systems at Wells Fargo Occupation: Retired Nov 2017, Business Analyst, IT Project Mgr Describe your involvement in community activities, volunteer and civic organizations: 3 years as current Palo Alto Parks and Rec Commissioner. My wife and I have raised 3 kids here in Palo Alto since 1977. I have held several volunteer positions through the years in the schools (Ohlone playground remodel, Gunn Foundation, Gunn Sports Boosters, Gunn new pool committee) and in AYSO (soccer coach, league ball manager), as well as East Palo Alto reading tutor, and Boy Scout troop trip coordinator. We went with the City Council last year to Oaxaca to help represent the city at the 50th anniversary of Neighbors Abroad. 1. What is it about the Parks and Recreation Commission that is compatible with your experience and of specific interest to you, and why? I have been on Parks and Rec Subcommittees that focus on Open Space, fund raising, and liaison with several "Friends of..." organizations. We tackled and completed the 20 -year Parks Master Plan, and am working on the Baylands Comprehensive Plan. Hiked 45 miles in July 2018 from Palo Alto to the Sea to bring attention to connectivity of regional Open Spaces, and wrote about it for the PA Weekly Aug 17, 2018.I love biking throughout the city and utilizing Foothills and Arasterdero preserve and my local parks, and have always been interested in issues that affect them. My work as a business analyst and IT project manager gave me years of experience as a productive member of teams, and a leader of teams to develop and deliver complex IT solutions. My volunteer activities have almost always been as a member of a committee, and I love the people interaction. As an analyst I am very good at breaking down issues into manageable activities, stating requirements, being a liaison between users, technical staff, and management, and also analyzing data. These skills are valuable in every committee and team. My areas of particular interest include expansion of and threats to open space, urban park fair usage, biking and hiking access. David Moss Parks and Recreation Commission Application 2 of 5 DocuSign Envelope ID: 57E2B633-74BB-4661-9509-93CF1A7DD9A5 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK As I mentioned before, I have been on Parks and Rec Subcommittees that focus on Open Space issues, fund raising, and liaison with several "Friends of..." organizations. We tackled and completed the 20 -year Parks Master Plan, and am working on the Baylands Comprehensive Plan. Hiked 45 miles in July 2018 from Palo Alto to the Sea to bring attention to connectivity of regional Open Spaces, and wrote about it for the PA Weekly Aug 17, 2018. With the fundraising subcommittee, we discussed raising money to implement the 20 -year Parks Master Plan, especially Cubberley. I loved working on the Buckeye Creek restoration proposal and 7.7 acres in Foothills Park. On another front, I live near Cubberley and am most interested in their master plan and drumming up neighborhood participation, and was interested in neighborhood response to Palantir rental, Bernie Sanders rally, and soccer lights experiment this past winter.I am interested in any issue that represents an extension of or threat to our current open space and also the connectivity to those spaces from all parts of the city, in order to make them more accessible. I want more people out of their houses and out of their cars and into nature. Other recent issues that most interested me: the new golf course changes and impact on the Baylands, repairs to Emily Renzel marsh, 101 bridge to Baylands, and Magical Bridge Playground. 3. If appointed, what specific goals would you like to see the Parks and Recreation Commission achieve, and why? How would you suggest accomplishing this? I am interested in all of the above issues as an extension of or threat to current open space and connectivity to them from all parts of the city, in order to make them more accessible to more people and build community. I want to accomplish some of the 20 -year plan goals. I really want to expand the number and usable size of parks, thus my interest in the 7.7 acres in Foothills, the 10.5 acres carved from the golf course, the dedication of more city land for parks, the ATT property near Boulware and Fry's, and the development of rooftop parks at new development sites like at the JCC. I also want to support more community events like the wildly successful music -in -the -park and the July 4th Chili Cookoff. But also more lectures, community hikes, community picnics, night hikes, star parties, music in Arastradero Preserve, movie nights in Foothills Park and use of partner parks like JCC, more use of open space for camping nights, community weeding days, creek cleanups, and trash cleanup events, to mention a few. We want events that would expand interest in our open spaces and encourage people to want them. David Moss Parks and Recreation Commission Application 3 of 5 DocuSign Envelope ID: 57E2B633-74BB-4661-9509-93CF1A7DD9A5 4. Parks and Recreation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan: Community Services and Facilities Element Natural Environment Element LINK Baylands Master Plan LINK Park Dedication Ordinance (Municipal Code) LINK Bicycle - Pedestrian Transportation Plan LINK Youth Master Plan LINK Cubberley Community Advisory Committee Report LINK LINK yes, all of these over the past 3 years on this Parks and Rec commission. David Moss Parks and Recreation Commission Application 4 of 5 DocuSign Envelope ID: 57E2B633-74BB-4661-9509-93CF1A7DD9A5 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR X I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Ferne Ave, Palo Alto Cell Phone: x Home/ Office Phone: 650-494-7234 E-mail: ssow111@gmail.com The phone number / address can be non-public and different than the address collected on page one. DocuSigned by:. Signature:. 489FEF84C892442.. Date:8/22/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box and click "Attach" to upload your document(s). David Moss Parks and Recreation Commission Application 5 of 5 DocuSign Envelope ID: AEA757D6-A907-4479-AOF4-3E9C782CODCD Personal Information - Note: The PARC regularly meets the fourth Tuesday of the month at 7:00 p.m. Name: Caleb Weinstein Address: Cell Phone: 1 x Home/ E-mail: Office Phone: Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes x No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? Yes X No Excluding your principal residence, do you or your spouse own real property in Palo Alto? _ Yes _ No x How did you learn about this vacancy? Community Group Daily Post X Email from City Clerk City Website Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: In 1996 I earned a Bachelor of Arts Degree from Columbia College in New York in Urban Studies. I studied multiple aspects of Urban living across Architecture, History, Anthropology, Economics and Sociology. My study was supplemented with practical experience working at the New York City Department of Parks and Recreation on Capital Project, Concession Projects and licensing and directly for the Parks Commissio Parks and Recreation Commission Application 1 of 5 Caleb weinstein DocuSign Envelope ID: AEA757D6-A907-4479-AOF4-3E9C782CODCD Employment Present or Last Employer: 21st Century Fox Occupation: Media executive Describe your involvement in community activities, volunteer and civic organizations: I spent the last 9 years living in London, working across Europe, Middle East and Africa and have recently relocated to Palo Alto. My community experience was limited to my daughter's school. 1. What is it about the Parks and Recreation Commission that is compatible with your experience and of specific interest to you, and why? I am a passionate believe in the beneficial aspects of architecture, city design and urban architecture, and in particular the impact green space and parks has on urban living. While my direct work experience has focused on media I have spent 15 out of the last 20 years working extensively outside the United States across multiple cultures, which has taught me to appreciate all views which are presented in the variety of work styles. Caleb weinstein Parks and Recreation Commission Application 2 of 5 DocuSign Envelope ID: AEA757D6-A907-4479-AOF4-3E9C782CODCD 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK na 3. If appointed, what specific goals would you like to see the Parks and Recreation Commission achieve, and why? How would you suggest accomplishing this? I would like to pursue which creates positive and enriching ways residents can engage and appreciate the parks spaces and programs the city of Palo Alto offers. Caleb weinstein Parks and Recreation Commission Application 3 of 5 DocuSign Envelope ID: AEA757D6-A907-4479-AOF4-3E9C782CODCD 4. Parks and Recreation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan: Community Services and Facilities Element LINK Natural Environment Element LINK Baylands Master Plan LINK Park Dedication Ordinance (Municipal Code) LINK Bicycle - Pedestrian Transportation Plan LINK Youth Master Plan LINK Cubberley Community Advisory Committee Report LINK na Caleb weinstein Parks and Recreation Commission Application 4 of 5 DocuSign Envelope ID: AEA757D6-A907-4479-AOF4-3E9C782CODCD Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR x I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: Home / Office Phone: E-mail: The phone number / address can be non-public and different than the address collected on page one. DocuSigned by: Ukuwsuu, Signature: E9895AESC83C4+E... Date: 2/1/2017 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box and click "Attach" to upload your document(s). Caleb weinstein Parks and Recreation Commission Application 5 of 5 DocuSign Envelope ID: 7BFEDD98-9AA3-4AF5-B6BF-BAB5212A2A02 Personal Information - Note: The PTC regularly meets the second and last Wednesdays of the month at 6:00 p.m. Name: Kelsey Banes Addr Cell Ph x Home/ E - Office Phone: Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes x No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? Yes x No Excluding your principal residence, do you or your spouse own real property in Palo Alto? Yes x No How did you learn about this vacancy? X Community Group Daily Post Email from City Clerk City Website Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: Licensed by the state of California as psychologist (PSY30184) Psychology postdoctoral fellow, substance use/homelessness (2016-2017), Palo Alto VA Healthcare System Ph.D. in clinical psychology (2016), Virginia Polytechnic Institute and State University Predoctoral psychology intern (2015-2016), Missouri Health Sciences Consortium M.S. in psychology (2011), Virginia Polytechnic Institute and State University B.S. in psychology, applied social concentration (2009), California Polytechnic State University, San Luis Obispo Planning and Transportation Commission Application Kelsey Banes 1 of 5 DocuSign Envelope ID: 7BFEDD98-9AA3-4AF5-B6BF-BAB5212A2A02 Employment Present or Last Employer: VA Pal o Alto Healthcare System Occupation: Psychologist, substance use disorder specialist Describe your involvement in community activities, volunteering or with civic organizations: Throughout my education and early career as a psychologist, I've volunteered to provide mentorship and support to students, trainees, and the general community. While at Cal Poly, I provided peer support in the application process for changing majors to psychology (a stressful process at Cal Poly, as major changes are often denied within impacted majors). In graduate school, I served a peer -mentor to lst-year graduate students and enjoyed informal mentorship relationships with undergraduate students whom I taught and/or supervised in research. I also volunteered to co -lead a support group for community members in Blacksburg, Virginia from anxiety and/or OCD. I also have a history of volunteering in the planning and/or production of conferences within my communities, including the International Summit on Transdisciplinary Approaches to Violence Prevention (Blacksburg, VA), Homelessness and Mental Health Summit (Columbia, MO), and a continuing education conference on the implications of California's cannabis policy changes on healthcare practice (Palo Alto). I credit Palo Alto with much of my civic engagement, as neighbors invited me to my first city council meeting which inspired by subsequent engagement in local planning issues. I've since enjoyed exploring Palo Alto's diverse neighborhoods and learning more about the challenges specific to each part of our community. I've also appreciated participating in the community planning processes for the Housing Work Plan and Cubberly Community Center. 1. What is it about the Planning and Transportation Commission that is compatible with your experience and of specific interest to you, and why? I hope that my presence on the Commission would serve to maintain and enhance quality of life in Palo Alto, as I am professionally and personally committed to many of Palo Alto's comprehensive plan goals, including increasing the supply of diverse housing options, reducing dependence on cars, protecting our natural environment, and fostering community. In my current professional role as a substance use disorder specialist within the Palo Alto VA Health Care System, I provide supportive services to veterans in VA Supportive Housing. I am experienced in providing evidence -based treatment to homeless and formerly homeless populations within outpatient, residential, and community -based settings. These experiences would enable me to provide staff and City Council with useful feedback on effectively addressing the needs of these diverse populations and in continuing to make strides toward greater inclusivity, as I would be able to provide a voice for vulnerable members of our community who may otherwise be marginalized. More broadly, I believe that my skills as a psychologist could aide in improving the process of the Planning and Transportation Commission meetings. I am trained in listening, effective communication, and have extensive experience working collaboratively with people whose world views are incongruous with mine. I am well -practiced in being respectful, kind, and empathic, even when I may disagree with someone's views. As a result of my training in clinical science, I am passionate about evidence -based decision making and skilled in critically evaluating the strengths and weaknesses of behavioral research. My research background has generally centered on habit change, so I would hope to provide useful evidence -based insights into human decision making, such as promoting health behaviors like daily walking/biking. Finally, I am a millennial, a female, a public -sector employee, and a renter: I believe representation of all these demographics is impor nt.in o er to guide Qljc d isions which will serve the needs of all Palo Altans . �anning and Transportation ompmissiortY c Appefication 2of5 DocuSign Envelope ID: 7BFEDD98-9AA3-4AF5-B6BF-BAB5212A2A02 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK A recent issue of interest to me which came before the Planning and Transportation Commission was the Housing Work Plan. I was involved in some of the community discussion of the Housing Work Plan and benefited from discussions with staff regarding limitations on housing production including parking minimums, FAR, density maximums, and height limits. Subsequently, I attended several of the Planning and Transportation Commission meetings during which an ordinance to take action on the plan was debated. I was encouraged that the plan included many changes which will move Palo Alto towards meeting our housing production goals. Specifically, I appreciate that the plan includes changes to streamline the legislative process to apply the application of the affordable housing overlay. Additionally, increasing FAR limits and reducing parking minimums near transit is consistent with the Comprehensive Plan's vision (which I support) of increasing access to transit -rich housing options. 3. If appointed, what specific goals would you like to see the Planning and Transportation Commission achieve, and why? How would you suggest accomplishing this? First, I would hope to see the Planning and Transportation improve meeting process in order to avoid polarization, reach consensus more efficiently, and improve quality of recommendations to council. I would seek to work toward this goal by modeling effective communication skills, as honed from my psychology training (e.g., active listening), and encouraging others on the commission to utilize the same tools to understand others and express themselves more effectively. Two of Palo Alto's biggest challenges are traffic and parking demand; as such, I believe a goal of reducing car trips would support a livable, safe, and sustainable Palo Alto. I believe this goal can be facilitated by implementing programs as outlined in the Bicycle and Pedestrian Transportation Plan in order to make biking and walking safer and more enjoyable. Additionally, I hope Palo Alto will explore policy changes, including behavioral "nudges," to influence transportation decisions away from driving. Transportation challenges would be further supported by increasing the supply of housing within transit -rich areas, such as California Avenue and Downtown. Progress toward this goal would additionally make Palo Alto more inclusive and equitable, as it would enable low-income people, seniors, and disabled people to remain in the community and access services in a safe and time -efficient manner. Furthermore, enabling more people to lead car -free lifestyles will benefit all Palo Altans by reducing demand for parking and reducing cars on the roads. I would anticipate that the goal to increase housing near transit will be, at least partially, facilitated by recent policy changes including the affordable housing overlay, as well as pending policy changes based on the Housing Work Plan. To supplement policies to enable increased production of inclusionary market -rate housing, I believe the city should seek opportunities to utilize public land to create more subsidized housing units. In addition to the goal of increased housing production near transit, I would like to see the Commission explore policies to stave off displacement and loss of existing supply of multifamily housing. A useful metric in the future may be to measure a net gain in housing units produced relative to housing units lost in redevelopment. I would suggest accomplishing the goal of reducing housing unit loss by implementing barriers to "downzoning" such as requiring public hearing for demolition of multifamily housing. I would additionally recommend minimizing the harm to displaced renters by implementing relocation assistance policies. DocuSign Envelope ID: 7BFEDD98-9AA3-4AF5-B6BF-BAB5212A2A02 4. Planning and Transportation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK City Charter LINK California Environmental Quality Act LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) 1 and 11 Plans Baylands Master Plan LINK LINK As noted above, I hope to support to the broad goals of the Comprehensive Plan, with which I am familiar. I have additionally looked up specific items in the zoning code and familiarized myself with the South of Forest Area plans, as I reside within this zone. I have also reviewed the bicycle and pedestrian plan, which is of interest to me as an avid pedestrian and "interested but concerned" bicyclist. I have begun reviewing the other documents and, if selected for the Commission, I will carefully review and utilize these thoughtfully -prepared documents to inform my questions and feedback to staff and Council. Planning and Transportation Commission Application 4 of 5 Kelsey Banes DocuSign Envelope ID: 7BFEDD98-9AA3-4AF5-B6BF-BAB5212A2A02 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR X I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: 795 Willow Rd. (180D) , Menlo Park, CA Cell Phone: (540) 315-1327 Home / Office Phone: E-mail: kelseybanes@gmail.com The phone number / address can be non-public and different than the address collected on page one. Doc uSigned by: x.i s 15 ,S Signature: BDF6EESCA3D2417.. Date: 10/17/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box and click "Attach" to upload your document(s). Planning and Transportation Commission Application 5 of 5 Kelsey Banes DocuSign Envelope ID: 6F1C988E-FBC4-41 A6-9D8D-0852F99B2BE0 Personal Information - Note: The PTC regularly meets the second and last Wednesdays of the month at 6:00 p.m. Name: L. David Baron Addr � Cell Ph x Home/ E - Office Phone: use cell # Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes X No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? Yes x No Excluding your principal residence, do you or your spouse own real property in Palo Alto? Yes x No How did you learn about this vacancy? Community Group Daily Post Email from City Clerk x City Website Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: - experience reviewing complex, interconnected technical documents in the W3C's CSS Working Group (2000 -present) and as an elected member of the W3C Technical Architecture Group (2015 -present). I believe my experience in knowing how to review, learn about, and understand such documents applies well to reviewing and understanding things like zoning codes, plans, state laws, and other materials relevant to the. PTC., and Transportation Commission Application 1 of 5 Lee David Baron DocuSign Envelope ID: 6F1C988E-FBC4-41 A6-9D8D-0852F99B2BE0 Employment Present or Last Employer: Mozi 11 a Occupation: Distinguished software Engineer Describe your involvement in community activities, volunteering or with civic organizations: In a less traditional definition (thinking of a more global community), I have a long history of contributing to open source software and other online communities (such as OpenStreetMap and Wikipedia), since I was in high school. In college I got involved in the Mozilla project and in the development of technical standards for the World Wide Web, which led to my current employment at Mozilla. 1. What is it about the Planning and Transportation Commission that is compatible with your experience and of specific interest to you, and why? I believe planning and transportation issues are among the most important issues for local governments to handle well, for the long-term health of the world, the country, and the region. I approach them first as an environmentalist, because of the greenhouse gas emissions from transportation and also from climate control. Transportation choices people make are heavily influenced by land use. Planning and transportation are also important for our economy. Gathering large groups of people together in metropolitan areas contributes to the spread of ideas and the vibrancy of our economy, yet today people are strongly discouraged from doing so due to the very high costs of housing in our economically -strongest regions, such as the bay area. Many people, and the nation's economy as a whole, would benefit from being more productive if they were able to live in the bay area and our other vibrant large metropolitan areas. When I travel to other parts of the world (which I do quite a bit for business), part of what I pay attention to is how land use and transportation in other parts of the world are different from ours. My experience reviewing interconnected technical documents is likely relevant to work of the PTC. As I've been following a number of the housing issues before the Council and the PTC recently, this has enabled me to understand implications Pl n4iilgagg151 A tatl ission Application 2 of 5 Lee David Baron DocuSign Envelope ID: 6F1C988E-FBC4-41 A6-9D8D-0852F99B2BE0 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK One of the issues repeatedly before the PTC this year has been the 2018 Housing Work Plan Ordinance. This is of interest to me because I believe the Bay Area needs substantially more housing, and I believe that for environmental reasons this housing should be primarily infill housing that makes already -developed parts of the Bay Area denser, and I'd like to see that infill fairly distributed across the Bay Area cities with good access to transit. The 2018 Housing Work Plan Ordinance has the goal of allowing slightly denser residential development in multifamily residential zones, and in allowing denser residential development in many mixed -use commercial zones to encourage the development of more housing in dense areas such as downtown and to shift the incentives for development in those areas away from office and towards housing. This is of interest to me because I believe it's the type of change that cities across the Bay Area need to make, and since I believe that more changes of its type are still needed, I'd like to help Palo Alto make them in a way that is appropriate for the city and its current and future residents. 3. If appointed, what specific goals would you like to see the Planning and Transportation Commission achieve, and why? How would you suggest accomplishing this? I'd like to see the PTC help move Palo Alto towards allowing more housing development, particularly by allowing more dense development near downtown and California Avenue. I hope that the PTC can be involved in future evolution of Palo Alto's zoning code (like the evolution that has happened this year) that would allow this. I'd also like to see evolution of the process towards being clearer. The rules should be as clear as possible, within the limits of what the community can be comfortable with. Clearer rules save everybody time and money, give everybody a clearer set of expectations, and allow new housing to be created more smoothly. We've seen this happen this year with the evolution of the ADU ordinance. I suspect the same approach, and the general application of this principle across other discussions, could ease other types of development. On the topic of transportation, I'd like to see the PTC do what it can to help encourage all non -driving modes of transportation. This is good for the environment and helps to reduce the congestion that is a problem in many parts of the city. One way to do this is making roads safer and more comfortable for pedestrians, bicycles, scooters, and any other new modes of transportation. Another is to move towards having car users pay for the costs of what they're consuming (such as moving towards paying for the underlying cost of parking). That said, all of these goals feel like ambitious statements, given the role of the PTC is to make recommmawhig Tr ils tine oncrriiP ? Application 3of5 Lee David Baron DocuSign Envelope ID: 6F1C988E-FBC4-41 A6-9D8D-0852F99B2BE0 4. Planning and Transportation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK City Charter LINK California Environmental Quality Act LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) 1 and 11 Plans Baylands Master Plan LINK LINK I've read parts of the Zoning Code and the Comprehensive Plan as part of understanding proposed ordinance changes and development proposals coming before PTC and the Council recently. I've also read parts of the South of Forest Area plans as part of understanding the development of my neighborhood, and also referred to them a little bit more as part of understanding the zoning of the area. (My apartment from 2003-2012 was within the SOFA I plan area though in a building much older than the plan; my current (since late 2017) apartment is just outside of the plan area.) Planning and Transportation Commission Application 4 of 5 Lee David Baron DocuSign Envelope ID: 6F1C988E-FBC4-41 A6-9D8D-0852F99B2BE0 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR X I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: - - - Cell Phone: - - - Home / Office Phone: - - - E-mail: abaron _ dbaron . ofg The phone number / address can be non-public and different than the address collected on page one. ,-DocuSigned by: Signature: "-915574C881254C8 Date:10/17/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box x and click "Attach" to upload your document(s). Planning and Transportation __...... sion Application 5 of 5 Lee David Baron DocuSign Envelope ID: 6F1C988E-FBC4-41 A6-9D8D-0852F99B2BE0 L. David Baron • • • • https://dbaron.org/ Education • Conestoga High School, Berwyn, PA, USA, June 1998 • A.B. (Honors) in Computer Science, Harvard College, Cambridge, MA, USA, March 2003 o also significant course work in Physics and in Economics (Harvard does not have minors) Employment History Mozilla, November 2003 -present o One of the first ten employees at Mozilla o Promoted to Principal Software Engineer in 2012, to Distinguished Software Engineer in 2017 o significant contributions to direction of software engineering and standards policy and Mozilla o significant software development, including: • redesigned incremental layout mechanisms, intrinsic width calculation, and table width calculation to fix numerous bugs and improve performance and mantainability (2005-2006) • Invented "reftest" regression test format and wrote initial test harness (2006). • wrote various tools for measuring and debugging memory leaks • redesigned data structures used to store CSS style sheets to reduce memory consumption and code size and simplify maintainance of code (2003) • Developed tools for analyzing crash reports to determine important external causes (2009) • Designed and implemented method for preventing history information from leaking through CSS :visited styles (2010) • Implemented direction -dependent CSS box properties (2004), CSS display:inline-block and display:inline-table (2007), media queries (2008), multiple background layers (2009), CSS transitions (2009), CSS calc() (2010), CSS animations (2011), and implemented or assisted with implementing other new features o significant contributions to web standards, including: • participation in W3C CSS Working Group (2000 -present), including as editor of 5 specifications: CSS Animations, CSS Color Module, CSS Conditional Rules Module, CSS Overflow Module, CSS Transitions • Mozilla's representative to the W3C Advisory Committee (2004 -present) • elected member of W3C Technical Architecture Group (2015 -present) • member of WHATWG Steering Group (2017 -present) o Negotiated technical aspects of hosting Firefox start page on Google servers (2004) America Online, Netscape Client Product Development o Senior Software Engineer, September -December 2001 (semester off college), April - September 2003 o Internships in summers from 1999 through 2002 Application Deadline: October 17, 2018 at 4:30pm Planning and Transportation Commission Personal Information — Note: The PTC regularly meets the second and last Wednesdays of the month at 6:00 p.m. Name: Bern Beecham Address:321 Cowper Street, Palo Alto, CA 94301 Cell Phone: 650-248-0903 O Home / QOffice Phone: E-mail: bern@beecham. org Are you a Palo Alto Resident? ®Yes QNo Do you have any relatives or members of your household who are employed by the City of P to Alt who are currently serving on the City Council, or who are Commissioners or Board Members? Yes •No Are you available and committed to complete the term applied for? ° Yes 0 No California state law requires appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest (Form 700). Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to: 1) engage in business with the City; 2) provide products or services for City projects; or 3) be affected by decisions of the board or commission you are applying for? idles O No Excluding your principal residence, do you or your spouse own real property in Palo Alto? ©Yes c No How did you learn about the vacancy on the Planning and Transportation Commission? Community Group Daily Post ❑ Email from City Clerk nCity Website n Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: Palo Alto City Councilmember 2000-2007, Mayor 2004 Palo Alto Planning & Transportation Commissioner / Chair, 1990-99 Bay Area Water Supply and Conservation Agency Director / Chair Northern California Power Agency Commissioner / Chair Friends Palo Alto Junior Museum & Zoo Boardmember Palo Alto Art Center Foundation Boardmember c-�n Avenidas Boardmember -t Palo Alto Library Foundation Boardmember rn �a _ r— CJ1 rD n2 vi d cD -n N rnD Page 1 Bern Beecham g Planning & Transportation Commission Employment Present or Last Employer: City of Palo Alto Occupation: City Councilmember Describe your involvement in community activities, volunteering or with civic organizations: Extensive involvement in civic activities at multiple levels: - City government council, boards and commissions - Regional government board and commissions - Local nonprofit boards Since 1990, I have continuously participated in a wide range of activities in support of civic improvement within Palo Alto. In addition to organizations mentioned above, I was a board member for the Ronald McDonald at Stanford and was co -president of the successful campaign supporting Measure N which funded the renovation and rebuilding of our libraries, including the new main library in south Palo Alto. Page 2 Bern Beecham © Planning & Transportation Commission 1. What is it about the Planning and Transportation Commission that is compatible with your experience and of specific interest to you, and why? I served on the PTC for 10 years, including two years as Chairman. Although I've also served many years on other boards and commissions, I've always believed that the PTC's role and format offers the best opportunity for candid and diverse policy discussions. This format provides the seven commissioners the opportunity to jointly develop thoroughly reasoned recommendations to the Council through public discussion. This format also enables the Commission to more completely discuss public comments as well as to respond to the public, as appropriate, assuring the public that they and their concerns have been heard. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK. I have a strong interest in the ongoing issue of enabling affordable housing in Palo Alto, as exemplified by the previous year's Council and Commission meetings on Palo Alto Housing's Wilton Avenue project. The continuing strong growth in peninsula property values has priced many existing and prospective residents out of the market. Many of our even moderately well -paid neighbors, employees and family members cannot afford to live within an hour's commute. In addition to this inherent need, state agencies pressure the City to enable more housing than appears plausible. Constraints of high underlying land value, lack of funding and a paucity of large enough sites in suitable locations mean that realistic projects are often many years in the making. I believe I could help in the process of moving forward those projects that may be possible. Page 3 Bern Beecham 0 Planning & Transportation Commission Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." The full code is attached. This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR O I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: ©Home / 0 Office Phone: E-mail: Signature: Page 5 Bern Beecham © Planning & Transportation Commission DocuSign Envelope ID: 9278C90A-0032-4991-B7A7-DB366B4EC336 Personal Information - Note: The PTC regularly meets the second and last Wednesdays of the month at 6:00 p.m. Name: Rebecca Eisenberg Address:2345 Waverley St. Cell Phone: 415-235-8078 x Home/ Office Phone: 415-235-8078 E-mail:rebecca@privateclientlegal.com Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes X No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? Yes x No Excluding your principal residence, do you or your spouse own real property in Palo Alto? Yes x No How did you learn about this vacancy? Community Group Daily Post X Email from City Clerk City Website Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: - Degree in Decision Sciences/Psychology from Stanford (phi beta kappa, departmental honors, 1990) - Active CA Bar License in Good. Standing (JD from Harvard Law, 1993) - Trained Mediator, Counselor, Advisor, Negotiator; other trainings in conflict resolution, compromise, and coalition building. Planning and Transportation Commission Application 1 of 5 Rebecca Eisenberg DocuSign Envelope ID: 9278C90A-0032-4991-B7A7-DB366B4EC336 Employment Present or Last Employer: Private Client Legal Services Occupation: Founder & Principal, Attorney Describe your involvement in community activities, volunteering or with civic organizations: Nonprofit Board Memberships: - Founding member of Craigslist Foundation(nonprofit of Craig Newmark) - National and local Board Member, Legal Momentum (formerly known as the NOW Legal Defense and Education Fund) 2009-1012 - Advisor, Kiva.org (micro -finance to empower individuals in underdeveloped. nations) - Internal lead, MicroPlace (PayPal/eBay) and PureDigitalTechnology.org (Flip Video nonprofit) Volunteer/Community Involvement: - Greene Middle School, Hays Elementary School (PAUSD), Kehillah High School, Palo Alto Partners in Education (PiE) - Stanford University: Special Gifts/Fundraising/Development Committee, Reunion Homecomings - Harvard Law School Celebration 55,60,65 (Leadership Committee) - Palo Alto Little League - Congregation Beth Am, Los Altos Hills - Friendship Circle 1. What is it about the Planning and Transportation Commission that is compatible with your experience and of specific interest to you, and why? I was raised with the strong value that it is the responsibility of all of us to give back to our community. My father - a retired federal judge - and my mother - a teacher for 50 years - both continue to model this value; my father, by sitting on his local Board of Appeals, and my mother, by serving on several local nonprofit boards. I believe I could serve my community of Palo Alto as a PTC Commissioner. Additionally, as a primary caretaker of 2 school -aged children (15 and 13) who live in Palo Alto, I offer a first-hand perspective that is essential to the PTC, yet has been missing from its ranks. The recommendations made by the PTC often have their greatest impact on children and parents who bike or drive to and from our schools, push strollers down sidewalks, and/or care for aging family members in our neighborhoods, yet the PTC historically lacks direct representation of any resident who serves as the primary caretaker of their kids. I can fill that gap, and help represent those of us who see many sides to these issues --not just as business owner vs. resident, but also as parent who seeks safe streets (free of traffic), livable noise levels, and services for seniors, children, and people with limited mobility and budgets. I don't serve any one caugtnni g gftct'TIPanWrt itiil ib r(ii sion Application 2of5 Rebecca Eisenberg DocuSign Envelope ID: 9278C90A-0032-4991-B7A7-DB366B4EC336 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK I attended the most recent Planning Commission Meeting, on October 10. What struck me at that meeting, more than any particular issue, was the lack of action and agreement taken by the Commission. Often it appeared that Commission members spoke past each other. Some interrupted each other. Some did not seem prepared. A couple arrived late or did not attend at all. In no case did the Commissioners appear to be influenced by each other or by those who were presenting to them. Not surprisingly, few decisions were made. I believe I would help move the Commission into a more positive, conciliatory, compromising, and productive direction. The Commission's job, as I understand it, is to make recommendations to the City Council so that the Council can take action and enact initiatives and projects to preserve and improve our way of life. When the decision -making Commission is not delivering these recommendations to the Council, our community is deprived of essential projects and services, and our community is harmed. As an experienced attorney who negotiates agreements for a living, I understand the necessity for cooperation and compromise, and I have akillc in nnalitinn-hiiilrling and rlanicinn-makin� to hair ,.t thing„ 3. doneif aTakm,H4d.TitfAit s Epic 6oMw 110)6IiiiSedu tiliceAsirgiW WaliMiriii1441°TrlacniPiirtation Commission achieve, and why? How would you suggest accomplishing this? I promise that if appointed to the Commission, I would do the following: 1. Arrive on time to every meeting. 2. Arrive prepared to every meeting. 3. Listen to the perspectives of presenters and other Commissioners. 4. Treat other Commissioners, department workers and community members with the utmost respect and courtesy. 5. Analyze every issue on a case by case basis, looking closely at the reports given to me and the facts and circumstances presented. 6. Approach every issue to the extent possible without any pre-existing bias or agenda. 7. Ask questions that seek to move the discussion closer to resolution rather than to distract, stall or cause division. 8. Take my responsibility to deliver advice seriously, with the understanding of the importance of moving items forward. As an introvert, I am an excellent listener. I do not have ego invested in my decisions and am confident to change my mind. I am not driven by any agenda other than the agenda to serve my community of Palo Alto. Planning and Transportation Commission Application 3 of 5 Rebecca Eisenberg DocuSign Envelope ID: 9278C90A-0032-4991-B7A7-DB366B4EC336 4. Planning and Transportation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK City Charter LINK California Environmental Quality Act LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) 1 and 11 Plans Baylands Master Plan LINK LINK I have some experience with the documents. To the extent I do not, I am extremely good at reading and understanding legal and policy documents, and asking questions when I do not understand. Planning and Transportation Commission Application 4 of 5 Rebecca Eisenberg DocuSign Envelope ID: 9278C90A-0032-4991-B7A7-DB366B4EC336 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: X I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: Home / Office Phone: E-mail: The phone number / address can be non-public and different than the address collected on page one. Doc uSigned by: Signature: 79002BOA08F4466. ❑ate: 10/17/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box and click "Attach" to upload your document(s). Planning and Transportation Commission Application 5 of 5 Rebecca Eisenberg DocuSign Envelope ID: EE53FD1D-4BD1-45CA-9023-779F65097CF6 Personal Information - Note: The PTC regularly meets the second and last Wednesdays of the month at 6:00 p.m. Name: Claude Ezran Address: 770 Seale Avenue, Palo Alto, CA 94303 Cell Phone: 6502485706 x Home/ Office Phone: 6503242040 E-mail: claude@ezran.com Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes X No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? Yes x No Excluding your principal residence, do you or your spouse own real property in Palo Alto? Yes x No How did you learn about this vacancy? Community Group Daily Post X Email from City Clerk City Website Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: - MBA, Harvard Business School - MSEE, Ecole Superieure d'Electricite (France) - BS, Advanced Math & Physics, Lycee Louis Le Grand (France) Planning and Transportation Commission Application 1 of 5 Claude Ezran DocuSign Envelope ID: EE53FD1D-4BD1-45CA-9023-779F65097CF6 Employment Present or Last Employer: oorj a Fuel cell s Occupation: Di rector of Marketi ng Describe your involvement in community activities, volunteering or with civic organizations: Human Relations Commission, including vice -chair and chair: 2008-2014 - Founder, Palo Alto World Music Day: 2009 -Present Member of the Board of Directors, Palo Alto Recreation Foundation (PARF) 2010 -Present - Member of Steering Committee for Measure A (school parcel tax) : 2005 - Treasurer of the PTA Council: 2004-2007 - Member of the Board of Directors, Cable Co-op: 1992-1998 1. What is it about the Planning and Transportation Commission that is compatible with your experience and of specific interest to you, and why? I have a passion for public service and would like to continue to serve my community. While on the Human Relations Commission for six years, I was exposed to many of the Planning & Transportation Commission's critical issues. Furthermore, I supervised the design and building of my current home from 2009 to 2011 and had to frequently interact with the Development Center. Based on my experience, I presented a series of recommendation to Curtis Williams, the Director of the Planning Department at the time, just as he was starting to improve the process. Planning and Transportation Commission Application 2 of 5 Claude Ezran DocuSign Envelope ID: EE53FD1D-4BD1-45CA-9023-779F65097CF6 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK In its recent work,the Commission approved a series of important zoning reforms to encourage developers to build housing instead of offices and also to provide them with incentives to not operate just under the SB35 rules (which are very drastic for local communities, e.g. no parking requirements near transit areas, no ARB review, etc.). This is a key development if the City Council follows -up positively on many of these recommendations as the City has been lagging in new housing construction, and especially for affordable housing. I am particularly concerned by the fact that many City or School District employees, and other people who serve the Palo Alto community have to commute very long distances to get to work here. This creates a lot of traffic and parking problems and is bad for the environment, and it decreases their quality of life. 3. If appointed, what specific goals would you like to see the Planning and Transportation Commission achieve, and why? How would you suggest accomplishing this? I would like the Commission to continue to assist the City Council in improving the housing, traffic and parking situations. I am particularly interested in: - Building more affordable housing, especially near transit hubs. - Providing local housing for teachers by supporting the recent county initiative. - Making a dent to reduce the 3.0 ratio of jobs/employed-residents in Palo alto, by limiting office growth. - Transportation Demand Management to reduce traffic. It will be important for the commission to review the progress made by the Palo Alto Transportation Management Association and assist it as needed. - Expanding the Palo Alto Shuttle program, especially to better serve seniors and children going to school. Maybe we could collaborate with Stanford's Marguerite program. - Making sure that our parking garages are well utilized before we build new ones. Planning and Transportation Commission Application 3 of 5 Claude Ezran DocuSign Envelope ID: EE53FD1D-4BD1-45CA-9023-779F65097CF6 4. Planning and Transportation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK City Charter LINK California Environmental Quality Act LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) 1 and 11 Plans Baylands Master Plan LINK LINK As part of my duties as a Human Relations Commissioner, I reviewed several chapters of the Comprehensive Plan: Transportation, Housing Element and Community Services. I sent many detailed comments to Staff regarding these chapters. Over the years, I also participated in many community meetings organized by the City's Planning Department. I am familiar with several of the Zoning Code designations, but not in detail. I have heard about CEQA many times, but I am not an expert. Planning and Transportation Commission Application 4 of 5 Claude Ezran DocuSign Envelope ID: EE53FD1D-4BD1-45CA-9023-779F65097CF6 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: X I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: Home / Office Phone: E-mail: The phone number / address can be non-public and different than the address collected on page one. DocuSigned by: Signature: 5A6o6715ADDa4AF. ❑ate: 10/16/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box and click "Attach" to upload your document(s). Planning and Transportation Commission Application 5 of 5 Claude Ezran DocuSign Envelope ID: 5B529630-CB05-4C3E-A2B5-C1EFB5B2F3BC Personal Information - Note: The PTC regularly meets the second and last Wednesdays of the month at 6:00 p.m. Name: Brian Hamachek Address: 152 Melville Avenue Cell Phone: 650-556-4141 x Home/ Office Phone: 650-300-2664 E-mail: brian@hamachek.org Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes X No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? Yes x No Excluding your principal residence, do you or your spouse own real property in Palo Alto? Yes x No How did you learn about this vacancy? Community Group Daily Post Email from City Clerk City Website Palo Alto Weekly Flyer Other: I have been closely following this commission for some time. List relevant education, training, experience, certificates of training, licenses, or professional registration: Computer Science - University of California at Santa Barbara Planning and Transportation Commission Application 1 of 5 Brian Hamachek DocuSign Envelope ID: 5B529630-CB05-4C3E-A2B5-C1EFB5B2F3BC Employment Present or Last Employer: Social Foundry Occupation: Technology Executive Describe your involvement in community activities, volunteering or with civic organizations: Judge for the Palo Alto App Challenge Volunteer at Hack Palo Alto Stanford Technology Ventures Program Mentor Member of Palo Alto Tennis Club Member of Friends of Palo Alto Libraries Founder of the Palo Alto Tennis Meet -up Participant in Bike Palo Alto Alumni/Advisor of Stanford StartX 1. What is it about the Planning and Transportation Commission that is compatible with your experience and of specific interest to you, and why? I have lived. in Palo Alto nearly my entire life, so this commission is of particular interest to me because of the direct role it's members have on protecting and guiding Palo Alto's future. My professional experience as a technology executive has given me many relevant skills, but I think it is my extensive personal history and deep affection for our city that makes me such a valuable resource to this commission. Planning and Transportation Commission Application 2 of 5 Brian Hamachek DocuSign Envelope ID: 5B529630-CB05-4C3E-A2B5-C1EFB5B2F3BC 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK I feel invested in almost all of the topics that the commission has worked on recently. My interests span from the urban tree canopy, to the non-residential office space cap in the downtown area, to the revitalization of the El Camino Real corridor. My interests in these projects and others stem from my belief that their outcomes will greatly shape the Palo Alto of tomorrow. 3. If appointed, what specific goals would you like to see the Planning and Transportation Commission achieve, and why? How would you suggest accomplishing this? I would like to see the commission continue to preserve the unique character of Palo Alto while implementing necessary and desirable changes in thoughtful ways. I think this can only be accomplished by taking the time to view all aspects of a given project and then balancing the various interests and needs involved, while allowing the preservation of the nature and character of Palo Alto to have an outsized influence. Planning and Transportation Commission Application 3 of 5 Brian Hamachek DocuSign Envelope ID: 5B529630-CB05-4C3E-A2B5-C1EFB5B2F3BC 4. Planning and Transportation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK City Charter LINK California Environmental Quality Act LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) 1 and 11 Plans Baylands Master Plan LINK LINK As a result of actively following this commission for a number of years, I have references and reviewed each of the various documents above at different times. Planning and Transportation Commission Application 4 of 5 Brian Hamachek DocuSign Envelope ID: 5B529630-CB05-4C3E-A2B5-C1EFB5B2F3BC Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: X I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: Home / Office Phone: E-mail: The phone number / address can be non-public and different than the address collected on page one. Doc uSigned by: [brim, NumatLU, Signature: A60724805❑❑C4BA... ❑ate: 10/17/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box and click "Attach" to upload your document(s). Planning and Transportation Commission Application 5 of 5 Brian Hamachek /1F1/1.1\.0.L1Vi1 .11.0•601101.11111.1%.• ,.../0.11,1/L/11,11. 1 / , !dV 1 V OL Z.✓V}/lll Planning and Transportation Commission Personal Information — Note: The PTC regularly meets the second and last Wednesdays of the month at 6:00 p.m. CITY OF PALO ALTO, CA Name: Michelle Kraus CITY CLERK'S OFFICE Address: PO Box 116, Palo Alto CA 94301 Cell Phone:650-218-5540 0 Home / ()Office Phone: E-mail: michel1ekraus@yahoo . cam Are you a Palo Alto Resident? ®Yes ONO Do you have any relatives or members of your household who are employed by the City of P to Alt who are currently serving on the City Council, or who are Commissioners or Board Members? Yes •No Are you available and committed to complete the term applied for? ()Yes 0 No California state law requires appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest (Form 700). Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to: 1) engage in business with the City; 2) provide products or services for City projects; or 3) be affected by decisions of the board or commission you are applying for? ()Yes 0 No Excluding your principal residence, do you or your spouse own real property in Palo Alto? ®Yes (No 18 OCT 17 AM 9: 30 How did you learn about the vacancy on the Planning and Transportation Commission? Community Group nDaily Post Email from City Clerk City Website n Palo Alto Weekly [Flyer Other: Present and Past Commissioners List relevant education, training, experience, certificates of training, licenses, or professional registration: Michelle is regularly called upon in her work to provide regulatory insight into policy issues, develop strategy, provide expert opinions and crisis management. Areas of expertise: * Land use to support housing, right of way and advanced transportation. * Municipal, state, regional and federal regulations. One of her areas of expertise is in the intersection of technology, innovation and policy. Doctorate from Carnegie-Mellon University Michelle Kraus Page 1 Planning & Transportation Commission Employment Present or Last Employer: Tech & Politics, Hyperlopp TT, Carbon Tracing Occupation: Tech & Policy Advisory Services, Crisis Management Describe your involvement in community activities, volunteering or with civic organizations: Member and Lead, Forty Four Percent -- citizens action group concerning Palo Alto housing, zoning and the President Hotel Apartments Board Member, SheHeroes, a 501C.3 dedicated to engaging young girls with diverse careers and professional role models. (STEM) Advisor, UBME, Hyperlocal community based platform for local businesses (digital Chamber of Commerce) Member, President Obama's National Finance Council (4 years) Member, DNC, Finance Council (16 years) Member, Hillary Clinton's Finance Circle (2 years) National Finance Co -Chair, John Kerry for President (3 years) Member, National Advisory Council on STEM Education at the request of Silicon Valley's former Congressman Mike Honda Founding Member, Menlo Park's Green Ribbon Task Force (2006) Michelle Kraus Ps 2 Planning 8 Transportation Commission 1. What is it about the Planning and Transportation Commission that is compatible with your experience and of specific interest to you, and why? Over the last years as I worked in advanced transportation and land use, and more recently with the citizen' s action on municipal zoning and city ordinances - I have learned a great deal about the municipal and state regulations concerning housing, business, office space, right of ways, and transportation. I' d like to put this to good use with the City that I have lived, worked and prospered in. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK. Downtown Commercial Caps. It was fascinating to hear the analysis of existing municipal code and moreover to understand the framework that the City has developed. Balancing commercial caps together with housing is complex as the City grows and the population changes. I got quite an education in historical municipal code for Palo Alto. Michelle Kraus Page 3 Planning & Transportation Commission 3. If appointed, what specific goals would you like to see the Planning and Transportation Commission achieve, and why? How would you suggest accomplishing this? I' d like to focus on the balance between commercial caps and the growing need for housing complete with all of the policy issues. To accomplish, I' d like to become the `go -to -expert' on land use and the associated costs, as well as, looking forward to the potential for advanced transportation solutions to alleviate traffic and parking issues. 4. Planning and Transportation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK City Charter LINK Califomia Environmental Quality Act LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study LINK and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) I and II Plans LINK Baylands Master Plan LINK In particular, I have read the zoning codes and many of the area wide plans. I am familiar with the Comprehensive Plan and many aspects of the CA Environmental Quality Act from all of my years in environmental work. Psso4 Michelle Kraus Planning & Transportation Commission Consent to Puousn Personal information on the Law or Palo Alto Weosite California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." The full code is attached. This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: 0 I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: 0Home / ® Office Phone: E-mail: Signature: r I6 Date: 10/15/2018 Michelle Kraus Page 5 Planning & Transportation Commission itpyu6.auuu LCdu1111C: V{.luver 1/? LV10 al'1:aupm Planning and Transportation Commission Personal Information — Note: The PTC regularly meets the second and last Wednesdays of the month at 6:00 p.m. Dena Mossar Address: 1024 bmerson St., Palo Alto CA 94301 Cell Phone: 650-575-0990 ()Home / ()Office Phone E-mail: Are you a Palo Alto Resident? eYes ONo Do you have any relatives or members of your household who are employed by the City of rwlo Alt who are currently serving on the City Council, or who are Commissioners or Board Members? Yes �No Are you available and committed to complete the term applied for? ® Yes 0No California state law requires appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest (Form 700). Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to: 1) engage in business with the City; 2) provide products or services for City projects; or 3) be affected by decisions of the board or commission you are applying for? ®Yes CI No Excluding your principal residence, do you or your spouse own real property in Palo Alto? OYes ®No Name: How did you learn about the vacancy on the Planning and Transportation Commission? Community Group Daily Post Email from City Clerk City Website El Palo Alto Weekly El Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: • B.A, Wayne State University, Sociology • Graduate Work, State University of New York, Sociology • Transportation Coordinator and Neighborhood Liaison, Palo Alto Medical Foundation, 1993-1997 • Co -Chair, Research Park Transportation Task Force, 1993-1997 • Founder, Palo Alto Try Transit Campaign, 1996 • Founder, Special Event Shuttle Program, 1996 • Member, Education and Outreach Committee, Housing Action Coalition, 1996 -1998 c cz r c ; r- -0 ui • o r' _ _ o N roan Page 1 Planning & Transportation Commission Employment Present or Last Employer: City of Palo Alto Occupation: City Council member Describe your involvement in community activities, volunteering or with civic organizations: I have been active in the community since the 1980's. I was an advocate for land use and water quality policy. I was a founding member of my neighborhood association. I received the Clean Air Champion Award in 1997. I served on the City Council from 1998 - 2007; was Mayor in 2003. I served on multiple regional boards, including the Bay Area Air Quality Management District, Bay Conservation and Development Commission, Valley Transportation Authority and the San Francisquito Creek Joint Powers Authority. Recently I have served the City as a member of the Library Bond Oversight Committee and the current Stormwater Management Oversight Committee. I was also a member and Vice President of the Community Working Group from 2000 - 2015. Page 2 Planning & Transportation Commission 1. What is it about the Planning and Transportation Commission that is compatible with your experience and of specific interest to you, and why? 1 have always been interested in governance and the complex problems lacing communities as they both look back and look into the future. I am interested in how communities grapple wth change while preserving their core values and the processes used to make decisions. The Planning Commission plays an important role in exploring issues and advising the City Council to help craft good public policy. I am interested in land -use and transportation issues because they set the parameters for the community's future. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK. I was interested in the Commission's review of draft recommenions for the Palo Alto Municipal Code Title 9 (Trees and Vegetation) because, as a City Council member, I participated in the creation of the tree protection ordinance. This updated section of the Municipal Code, properly enforced, achieves multiple community goals: preservation of community character; climate change and carbon capture; protection of native species and our rich native ecology; prevention of wildland fires; and encouragement for water -efficient landscaping. I have also followed the discussion of accessory dwelling units (ADU's and JADU's). The extensive effort required to implement a workable ordinance that complies with our community vision has been warranted. ADU's should, over time, provide much -needed new housing in Palo Alto. I am interested in the extent to which these dwellings will, in fact, provide housing for those in our community whose income is insufficient for market -rate housing. The trade-offs are extensive, from parking, set -backs and rear -yard basements, to mechanisms to encourage new construction and conversion of existing non -complaint structures. Insuring that this State - mandated ordinance achieves its intended result is, I think, the crux of the problem. Page 3 Planning & Transportation Commission 3. If appointed, what specific goals would you like to see the Planning and Transportation Commission achieve, and why? How would you suggest accomplishing this? The Planning and Transportation Commission plays a key role in providing valuable information to the City Council. The Commission hears from the public and reviews recommendations from city staff for compatibility with community interests, planning documents, legal requirements and to ensure that appropriate attention has been paid to existing and future needs of the community. As an advisory body, the Comrnission needs to be involved in the details, but hearings should acknowledge both public and staff input and focus on providing informed guidance to the Council. In the course of its work, the Commission should be mindful and respectful of the time and effort members of the public have invested in topics of concern. Staff recommendations must also be respected as professional input, requiring serious attention. The Commission, to be able to provide this respectful service, must focus on the task at hand, and limit repetitive, disrespectful or irrelevant conversation. The Commission is comprised of seven members with differing viewpoints, whose job requires working together to craft a recomendation. The Commission must work to build a team of members dedicated to their work and interested in public and staff input. 4. Planning and Transportation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK City Charter LINK California Environmental Quality Act LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study LINK and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) I and II Plans LINK Baylands Master Plan LINK I worked extensively with these documents when I was on the City Council. I participated in the community task force to develop the previous Comprehensive Plan. I recognize that there have been changes in the last decade and I look forward to exploring them anew. They are the backbone of our decision -making process. Page 4 Planning & Transportation Commission Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." The full code is attached. This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following altemate information and request that they use the following contact information instead. Address: CeII Phone: ®Home / 0 Office Phone: E-mail: Signature: Date: lo) I t_I ZO' Page 5 Planning & Transportation Commission DocuSign Envelope ID: C1FAC933-3AFA-4963-89BF-4F1891B88581 Personal Information - Note: The PTC regularly meets the second and last Wednesdays of the month at 6:00 p.m. Name: Giselle Roohparvar Addr Cell Ph E -m Home / x Office Phone: Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes X No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? Yes x No Excluding your principal residence, do you or your spouse own real property in Palo Alto? Yes x No How did you learn about this vacancy? X Community Group Daily Post Email from City Clerk City Website Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: *Partner at law firm specialized in real estate & land use law with 10 yrs experience in the field. Advise cities & counties across CA on land use issues, and represent constituents & developers for/against projects before public agencies. *Georgetown University Law Center: J.D., emph. in real estate & historic preservation. *UC Davis Ext: Coursework toward Land Use & Environmental Planning Certif ic$anning and Transportation Commission Application 1of5 Giselle Roohparvar DocuSign Envelope ID: C1FAC933-3AFA-4963-89BF-4F1891B88581 Employment Present or Last Employer: miller Starr Regalia Occupation: Land use & Real Estate Attorney Describe your involvement in community activities, volunteering or with civic organizations: * Member of Executive Committee for California State Bar, Real Property Section (state governing body for attorneys): Organized Continuing Legal Education courses, conferences, symposiums and social events for California real property attorneys. Serving 3 -year term. * California Land Use & Policy Reporter: Authored and submitted monthly articles on recent land use cases for a 1 -year commitment. * Georgetown University Alumni Association, Admissions Program: Interviewed undergraduate candidates for admission into university. Served as interviewer for past 4 years. * Georgetown University Law Center, Office of Career Services: Located internships, jobs and mentoring opportunities in California for Georgetown law students and alumni. * HomeAid Northern California (non-profit provider of housing for homeless): Participated in HomeAid fundraising drives and HomeAid Care Days as part of firm initiative. * San Francisco Chamber of Commerce: active member for past 3 years. * Urban Land Institute: active member for past 3 years. * Lectured and presented on real estate and land use topics in various forums as part of continuing legal education offering. 1. What is it about the Planning and Transportation Commission that is compatible with your experience and of specific interest to you, and why? The type of work the Planning and Transportation Commission engages in is akin to the work I do in my professional career as a real estate and land use attorney. As part of my legal practice, I review and evaluate applications to public agencies, codes, charters, plans, environmental reports, maps, among other governmental and technical documents, on a daily basis. Therefore I would bring existing familiarity and experience with the pertinent underlying documents and processes of public agencies to the commission. Further, having represented and advised both constituents and public agencies, I am sensitive to the various perspectives that exist when evaluating a project, and will consider them equally. As a Palo Alto resident and homeowner, I want to join the Commission so that I can put my professional skills to use in helping our community and be involved in shaping its future. I want to help grow and enhance our community while also being thoughtful and deliberate in how that happens, so that such growth makes sense for all stakeholders. I am specifically interested in the Planning and Transportation Commission because it involves evaluating the short and long-term interests of Palo Alto and its constituents, and striking a harmonious balance between the interests of such constituents and attracting the right developers and projects to our community so we continue to allow for sensible growth. Planning and Transportation Commission Application 2 of 5 Giselle Roohparvar DocuSign Envelope ID: C1FAC933-3AFA-4963-89BF-4F1891B88581 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK The Castilleja School Project is of particular interest to me as it pits two important but competing interests against each other On the one hand, education is important to me and the primary reason our family moved to Palo Alto. It is understandable that Castilleja, which last modernized its school 50 years ago, would want to expand and offer greater facilities to its students and increase enrollment to keep up with demand. Yet, on the other hand, it is understandable that the residents in Old Palo Alto would not want to contend with congestion and traffic caused by the project in their residential neighborhood. As a baseline, traffic in Palo Alto generally tends to be aggravating, especially during rush hour. The project raised tough planning and transportation issues. I appreciated the thought and deliberation that went into analyzing the project, including ensuring expansion occurred in a manner that was harmonious with the surrounding neighborhood, analyzing the possibility of re-routing traffic onto a public thoroughfare, building an underground garage, and coordinating off -site parking and shuttle service. I remain very interested in seeing how the project ultimately unfolds over time. 3. If appointed, what specific goals would you like to see the Planning and Transportation Commission achieve, and why? How would you suggest accomplishing this? I would like to see the Commission improve traffic and parking in Palo Alto. Congestion is especially bad in popular locations and during rush hour. In these instances, people will go to neighboring Mountain View or Redwood City for retail, dining, or even medical purposes in order to avoid traffic and parking in Palo Alto. This directly impacts revenue for our businesses and city. Traffic and parking are tough issues that don't have an easy answer. I would be open to hearing all ideas and suggestions, and thereafter studying them to see which would be best for the City in the long-term and provide the best outcome for the most stakeholders. In order to alleviate some of the vehicular traffic, my suggestion would be to make Palo Alto more bicycle, scooter and pedestrian friendly in order to encourage alternative modes of transportation. One option to evaluate would be to permit companies to distribute bikes or scooters across Palo Alto, which the public can then rent for transportation. This is now typical in cities such as San Francisco and Santa Monica, where bikes and scooters can be picked up and dropped off anywhere. However, any such permits should be limited in scope or number so as not to create a nuisance where bikes and scooters are literally littered all over city streets. Another suggestion, which requires little effort, would be to provide residents more information on existing alternative public transportation options, such as the free Palo Alto shuttle, through mailed flyers or other means of public notification. Planning and Transportation Commission Application 3of5 Giselle Roohparvar DocuSign Envelope ID: C1FAC933-3AFA-4963-89BF-4F1891B88581 4. Planning and Transportation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK City Charter LINK California Environmental Quality Act LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) 1 and 11 Plans Baylands Master Plan LINK LINK I have extensive experience analyzing and litigating issues relating to the California Environmental Quality Act. Further, I have assessed documents similar to the above for cities and counties across California. While I do not have experience reviewing and analyzing the documents specific to Palo Alto, I am confident I will be able to quickly and easily familiarize myself with these documents as the need arises. Planning and Transportation Commission Application 4 of 5 Giselle Roohparvar DocuSign Envelope ID: C1FAC933-3AFA-4963-89BF-4F1891B88581 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR X I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: 351 California St Suite 1110, San Francisco, CA 94104 Cell Phone: 650-733-8728 Home/ X Office Phone: 415-638-4800 E-mail: GiselleRooh@gmail.com The phone number / address can be non-public and different than the address collected on page one. Doc uSigned by: i� sta rootri/l i'' Signature: 24AAE7AF3D7G44E... ❑ate: 10/14/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box and click "Attach" to upload your document(s). Planning and Transportation Commission Application 5 of 5 Giselle Roohparvar DocuSign Envelope ID: D35E238F-90AD-4CF3-B233-9FF097790670 Personal Information - Note: The PTC regularly meets the second and last Wednesdays of the month at 6:00 p.m. Name: Thomas Siegel Address: 345 Lelannd Avenue Cell Phone: (650) 8622192 x Home/ Office Phone: (650) 3208527 E-mail: tsiegel@gmail.com Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes X No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? Yes x No Excluding your principal residence, do you or your spouse own real property in Palo Alto? Yes x No How did you learn about this vacancy? X Community Group Daily Post Email from City Clerk City Website Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: I have MS in Industrial Engineering, and an MBA from Stanford. U. I have led Google's Trust&Safety Team for the past 10 years with responsibility for user safety and product policy. In this capacity my team and I are responsible to create the principles, guidelines and rules that govern how all stakeholders use our products. I led a local non-profit based in Menlo Park and worked full time as com nit o nize in ast.Pal Manning anaalrransporrtation uommisslon Application 1 of 5 Tom Siegel DocuSign Envelope ID: D35E238F-90AD-4CF3-B233-9FF097790670 Employment Present or Last Employer: Google Inc. Occupation: VP, Trust & Safety Describe your involvement in community activities, volunteering or with civic organizations: Member & Chairman, Board. of Directors of ALTO School in Menlo Park (Alto is an integrated pre -K to 12th grade private IB school) from 2013-15 Citizen's Oversight Committee Member, Strong School Bond, Palo Alto Unified School District from 2018 (ongoing) One East Palo Alto Neighborhood Improvement Initiative, worked full time as a community organizer in East Palo Alto sponsored by Hewlett Foundation and Haas Center Center for Public Service (Stanford) from 08/2001-07/2002 1. What is it about the Planning and Transportation Commission that is compatible with your experience and of specific interest to you, and why? Economic prosperity and growth over the past 15 years have been beneficial to the city and Palo Altans in many ways, but also brought big challenges, among them traffic, affordability of living, in particular housing, and availability of valuable services. As a resident of the city for the past 14 years I have experienced the pressures and how the city and residents responded to them hands-on. I hired hundreds of local employees over the past 10 years and the challenges of affordable living, commuting / traffic and availability of citizen support services, are an omni-resent issues that we think and talk about. As the Chairman of the Board of a private IB school in Menlo Park I was responsible to find a new physical home for 400+ students and staff in under a year, after we lost our local lease unexpectedly. In working with local cities, school boards, private landlords and state regulators I gained a deep appreciation and also experienced disappointments in seeing the challenges shared by non-profit organizations and small businesses to remain viable local entities. And yes, we found a new home for the school :) I joined the Citizen's Oversight Committee, Strong School Bond, for PAUSD recently to participate more closely in the process of planning and construction of large scale physiclalinOraaaTiraitigpoirtati nrMM2Pn Application 2 of 5 Tom Siegel DocuSign Envelope ID: D35E238F-90AD-4CF3-B233-9FF097790670 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK One of the many topics of interest is the proposed expansion at Castilleja School. Concerns about traffic, big structure buildup in sensitive small scale neighborhoods and adherence to existing use permits are as important as the need for local educational institutions to thrive , esp. one as important as empowerment and education of girls in a time and place where equal opportunity for genders is still a distant goal. I found it very interesting to observe the Commission's process to establish a fair process and adequately balance the competing needs and priorities. Balance and inclusiveness of ideas, priorities and concerns among the various groups of citizen is important not just for the process, but also for the results and final decisions. Listening to the voices of the community and engaging with them should be consistent, balancded and allow for broad based participation of everyone who is affected. 3. If appointed, what specific goals would you like to see the Planning and Transportation Commission achieve, and why? How would you suggest accomplishing this? Two of my goals as a member of the commission would be #1 the mitigation of traffic's impact on the quality of life #2 a balanced process to manage the benefits and perils of growth. #1 While the need of Palo Altans to move around quickly and efficiently, to be welcoming to visitors and make reasonable accommodations to those passing through is unquestioned, we also need to pay more attention to the impact that increased car based traffic has had on the quality of life for those who live here or want to enjoy places such as downtown. We should provide more incentives or implement additional restrictions in areas where pedestrians and cars compete for space such as University and California Avenue. High Line in Manhattan is a great inspiration :) #2 I don't believe that extreme approach are the way to go to solve the very difficult challenge of balanced growth. Encouraging diverse perspectives, open debate, fact based decision making and listening to community needs are important ingredients, and so is the willingness of decision makers to find balance and compromise between the various well founded needs. Also, as someone who led Google's product policy team for many years, I would like to continue efforts to establish clear guidelines, principles and rules, reducing the need for exceptions over time. Planning and Transportation Commission Application 3 of 5 Tom Siegel DocuSign Envelope ID: D35E238F-90AD-4CF3-B233-9FF097790670 4. Planning and Transportation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK City Charter LINK California Environmental Quality Act LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) 1 and 11 Plans Baylands Master Plan LINK n/a LINK Planning and Transportation Commission Application 4 of 5 Tom Siegel DocuSign Envelope ID: D35E238F-90AD-4CF3-B233-9FF097790670 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: X I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: Home / Office Phone: E-mail: The phone number / address can be non-public and different than the address collected on page one. DocuSigned by: Er6144 S� Signature: o271O884OFDD4B5... ❑ate: 10/17/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box and click "Attach" to upload your document(s). Planning and Transportation Commission Application 5 of 5 Tom Siegel DocuSign Envelope ID 5FBC3CA9-731F-469A-95FB-EED46F857D60 Planning and Transportation Commission Personal Information - Note. The PTC regularly meets the second and last Wednesdays of the month at 6:00 p.m. Name: Elaine Uang Address: Cell Phone: 0 Home / ffice Phone: E-mail: Are you a Palo Alto Resident? (, Yes ONo Do you have any relatives or members of your household who are employed by the City of P to Alt who are currently serving on the City Council, or who are Commissioners or Board Members? Yes �No Are you available and committed to complete the term applied for? OYes 0No California state law requires appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest (Form 700). Do you or your spouse have an investment in. or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to: 1) engage in business with the City; 2) provide products or services for City projects; or 3) be affected by decisions of the board or commission you are applying for? ()Yes O No Excluding your principal residence, do you or your spouse own real property in Palo Alto? °Yes ®No How did you learn about the vacancy on the Planning and Transportation Commission? Community Group Daily Post Email from City Clerk City Website Palo Alto Weekly Flyer Other: Friends List relevant education, training, experience, certificates of training, licenses, or professional registration: Master of Architecture University of Virginia, 2006 Registered Architect, California, C33990 LEED AP B.A. Human Biology, Stanford University, 2000 Page 1 Elaine Uang Planning & Transportation Commission DocuSign Envelope ID: 5FBC3CA9-731F-469A-95FB-EED46F857D60 Employment Present or Last Employer: van meter willlams Pollack, LLP Occupation: Architect Describe your involvement in community activities, volunteering or with civic organizations: Since 2014, I have been active in Palo Alto civics, especially on Housing and Transportation issues. In 2014, I joined the 2015 2023 Housing Element Community Panel. Later that year, I also served on a Stakeholder Group for the Downtown Residential Permit Program. In 2015, as the Comprehensive Plan update began, I first served first on the Comprehensive Plan Leadership Group, to assist the city with outreach. Afterwards, I was also chosen to be a part of the Comprehensive Plan Citizen's Advisory Committee, and worked on the Transportation and Sustainability subcommittees. In 2014, I also helped start a community group, Palo Alto Forward to support Better Housing and Transportation options. As a co founder and board member of Palo Alto Forward, I have worked with local, regional and int'l professionals, community members and city staff to organize over 30 educational events on topics like Missing Middle Housing, Taming Traffic, Dutch Cycling Embassy, Designing Peninsula Communities, and Lilypad Homes (ADUs) All our events have been open and free to the public, and brought together a wide range of people to discuss ideas, policies and best practices to manage some of our region's most complex and challenging issues. Page 2 Elaine Uang Planning & Transportation Commission DocuSign Envelope ID: 5FBC3CA9-731F-469A-95FB-EED46F857D60 1. What is it about the Planning and Transportation Commission that is compatible with your experience and of specific interest to you, and why? More than 20 years ago, as a Stanford undergraduate, I was awed by the vibrancy and vision of Palo Alto. About 12 years ago, I resettled in Palo Alto because of the revisioned SoFa area - a great mix of housing, businesses and parks. I also loved how the Opportunity Center was built to support our most vulnerable residents. Serving on the Planning and Transportation Commission is one of the most important ways to serve our amazing city and help craft an inclusive and viable future. Over the last 5 years, I have been increasingly concerned about our city's ability to meet some very pressing challenges: housing affordability, mobility, environmental resilience. As I spoke to more people about our challenges, I felt that my education and professional background could spur positive discussions and surface new ways of thinking about our built environment and the future of our community. Architecture is the sum of buildings, spaces in between, and community design. It is social justice and environmental work to provide community members with places to live, work, move & thrive. As an architect and placemaker, I am adept at envisioning possibilities, but also understand technical, regulatory and process constraints....I am a pragmatic visionary. My professional experience synthesizing client/economic needs with community concerns and city policies is an important perspective for the Planning & Transportation Commission 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK. Last year's revised ordinance for Accessory Dwelling Units was a topic that I followed very carefully. When I first served on the Housing Element in 2014, ADUs were one of the policy items that won the most consensus among Community Panel members. Later, during the Comp Plan, I heard from many ADU supporters as well. As an architect, I felt helpless that my neighbors and clients could not construct ADUs on their lots because PA was so strict. But I had organized very well -attended events on ADUs and knew there was support in the community for them. Some needed ADUs to care for adult children with disabilities. Others needed to care for older parents or wanted caretaker units. Some needed income to sustain them through retirement. For many people, ADUs were a solution to very important problems in their lives. However, it was not clear to most people HOW the constraints could be modified. While there was concern about changing ADU policies, and some fear, as an architect, I had seen what prevented people from building ADUs in Palo Alto. I wrote many letters to and gave public comment on multiple occasions in front of PT&C and City Council. It was gratifying after a 1.5 years and many long evening meetings, when PTC and City Council both approved new ADU policies. Page 3 Elaine Uang Planning & Transportation Commission DocuSign Envelope ID: 5FBC3CA9-731F-469A-95FB-EED46F857D60 3. If appointed, what specific goals would you like to see the Planning and Transportation Commission achieve, and why? How would you suggest accomplishing this? I would like to see the Planning and Transportation Commission help expand Palo Alto s sustainable transportation and housing policies. We need to help people find a wider range of housing options so they can live here at all life stages. There are many ways to incentivize different types of housing, especially townhomes/rowhomes and historic models of middle housing. These discussions are currently being held and will continue to be. We also need to move more people around more easily through low -carbon or carbon free means. First, we can cluster uses (parks, shops, libraries, workplaces and homes) in meaningful ways so people don t need to travel large distances between activities. Next, we can also shift our transportation network to make active or human powered transport safer and more attractive. We can also evaluate financial structures to support reliable, frequent transit (especially micro -transit) options. While serving as a PT&C Commissioner is purely advisory to City Council, insights from PT&C can be a valuable resource. 4. Planning and Transportation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK City Charter LINK California Environmental Quality Act LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study LINK and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) I and II Plans LINK Baylands Master Plan LINK The Palo Alto Comprehensive Plan is a document I am quite familiar with, having spent almost 3 years on the process of creating it. I know sections of the Palo Alto Zoning code fairly well, especially for single and multiple family dwellings. The SoFa plan, El Camino Master Plan and Baylands Master, I have some familiarity with, having briefly reviewed them as part of the Comp Plan although all of them predate the time when I began to pay attention to local issues. Page 4 Elaine Uang Planning & Transportation Commission DocuSign Envelope ID 5FBC3CA9-731F-469A-95FB-EED46F857D60 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part. No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." The full code is attached. This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: () I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address. phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: ()Home / Q Office Phone: E-mail: elaine uang@yahhoo.com (— DocuSigned by: Cam/ 1/4.---67EB685988C94D7... Signature: Date: 2018/10/16 Page 5 Elaine Uang Planning & Transportation Commission DocuSign Envelope ID: FECA2709-9092-4B2F-BE2B-C7CBA5B2AA02 Personal Information - Note: The PTC regularly meets the second and last Wednesdays of the month at 6:00 p.m. Name:Carolyn "Cari" Bloodworth Templeton Addr Cell Ph x Home/ E - Office Phone: Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes x No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? x Yes No Excluding your principal residence, do you or your spouse own real property in Palo Alto? x Yes No How did you learn about this vacancy? X Community Group Daily Post X Email from City Clerk City Website Palo Alto Weekly Flyer Other: List relevant education, training, experience, certificates of training, licenses, or professional registration: * Stanford University, Master of Liberal Arts (Palo Alto, 2017) * Vanderbilt Univ., BS in Classics & Comp. Sci. (1997), magna cum laude * 20 -year career as a Technical Program Manager; worked in or adjacent to Palo Alto since 2006 * Homeowner and resident of Palo Alto since 2005 * Appointed to the North Ventura Coordinated Area Plan Working Group Planning and Transportation Commission Application 1 of 5 Carolyn Templeton DocuSign Envelope ID: FECA2709-9092-4B2F-BE2B-C7CBA5B2AA02 Employment Present or Last Employer: Googl a (reti red 2017) Occupation: Technical Program Manager Describe your involvement in community activities, volunteering or with civic organizations: In the 13+ years since I moved to Palo Alto, I have been actively involved in COMMUNITY ORGANIZATIONS, including Barron Park Association, Peninsula Democratic Coalition, League of Women Voters, WIRE for Women, the Bayshore Progressive Democrats (co-founder & board), the Santa Clara Co. Democratic Party and the California Democratic Party (including caucuses: Progressive (board member), Women's, Veterans, and Rural). I also advocate for diversity in working groups with a focus on women and neurodiversity in tech. My family volunteers at and participates in local SCHOOLS AND ENRICHMENT PROGRAMS. I am a former student at Preschool Family, a recent graduate of Stanford University, and a graduate of Emerge California. I also volunteer at Ohlone Elementary, PTA, Girl Scouts, Boy Scouts, and after school programs. My family attends numerous extra- curricular enrichment programs in Palo Alto community centers. I also regularly attend or view City Council, PTC, School Board meetings, and participate in public conversations in neighboring cities and throughout the Bay Area. 1. What is it about the Planning and Transportation Commission that is compatible with your experience and of specific interest to you, and why? In my professional career as a Technical Program Manager, I developed skills that will be valuable on the Planning and Transportation Commission. I have over 20 years' experience leading complex, cross -functional, multi -million dollar projects to success, through planning, communicating, getting buy -in, soliciting feedback, and working cross -functionally with designers, engineers, and stakeholders. During my 10+ years at Google, one of the teams I managed developed internal apps for the Google Real Estate and Workplace Services (REWS) team; during this time I gained experience with public and private transit, facilities, and growth planning. Within the City of Palo Alto, I have raised my two children (10yo girl and 8yo boy), and together my family makes frequent use of the streets, bike paths, and walkways here in Palo Alto, as well as parks, hiking trails, campgrounds, and open spaces throughout the city. In 2016, I drafted a parking and drop-off protocol that improved traffic flow and safety at the First Baptist Church of Palo Alto (FBCPA). I have participated in public discussions about recommendations to and from the Planning and Transportation Commission, including the recent Ross Road and upcoming Charleston- Arastradero Corridor construction projects. I am also a member of the NVCAP Working Group. Planning and Transportation Commission Application 2 of 5 Carolyn Templeton DocuSign Envelope ID: FECA2709-9092-4B2F-BE2B-C7CBA5B2AA02 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK On September 12, 2018, the PTC heard the recommendations from the Urban Forestry Staff on how to incorporate new state regulations around trees and landscaping into the Palo Alto Municipal Code. 1) TREES ARE IMPORTANT to our City. Dangers associated with lack of maintenance of ill trees and weedy areas have become City -level issues in California in recent years due to risk of wildfires and property damage. I appreciated Staff's recommendation that "No net loss of canopy is one of the most important policy statements of the Urban Forest Master Plan that is also echoed in the City of Palo Alto Comprehensive Plan" (Staff Report #66653). The public comments were helpful in terms of airing expertise that was not included in the Staff Report and in representing the values held by the city's residents. 2) PROCESSES can become dated and inconsistent. The City of Palo Alto Comprehensive Plan does have portions that are out of date, and we benefit from periodic reviews of portions of the plan. Though an external change (in state level ordinances) drove Staff to put the item on the agenda, the PTC Commissioners used this opportunity to review the Plan for improvements, clarifications, and consistency. As a result, the edits that Staff recommended were vetted and improved before heading to the City Council for final approval. If appointed, I will advocate for our values and for process clarity. 3. If appointed, what specific goals would you like to see the Planning and Transportation Commission achieve, and why? How would you suggest accomplishing this? The Planning and Transportation Commission makes recommendations to the City Council on items that affect residents and workers in our community. Over the past few years, however, some of these recommendations have been overturned or debate has extended past PTC to City Council and then into the press due to widespread frustration among the residents. As a result, public trust in the City government has eroded somewhat. I believe that we can do better, and that we can rebuild that trust. It is important to properly and thoroughly explore matters at the PTC so that when the recommendation comes before the City Council, consensus has been reached and a plan that works for the community is presented. If the Commissioners notice that Staff has not interacted sufficiently with the public, it should be possible to push back and ask for further study to be done. The opportunity cost for the City Council having to re -hash some of these recommendations has been significant, sometimes deferring other higher priority discussions (such as railroad planning) because public comments at Council were so extensive and intense. If appointed, I will lend my voice toward sending high quality, well -vetted recommendations to the City Council. Planning and Transportation Commission Application 3 of 5 Carolyn Templeton DocuSign Envelope ID: FECA2709-9092-4B2F-BE2B-C7CBA5B2AA02 4. Planning and Transportation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK City Charter LINK California Environmental Quality Act LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) 1 and 11 Plans Baylands Master Plan LINK LINK I have limited experience using and applying these documents to date, though I have read portions of the Palo Alto Comprehensive Plan and the City Charter. I am working my way through the list, and will have reviewed all of them to varying degrees over the next 6 weeks. [Note: Some of the above links do not work.] Due to space constraints above, using this space for comments: I checked yes about potentially being affected by the decisions of the PTC because my husband works for and holds stock in a company currently headquartered within the North Ventura Coordinated Area Plan boundaries. You can find my work resume and some volunteer work on Linked In: https://www.linkedin.com/in/cari-templeton-420576/ Planning and Transportation Commission Application 4 of 5 Carolyn Templeton DocuSign Envelope ID: FECA2709-9092-4B2F-BE2B-C7CBA5B2AA02 Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR X I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: Home / Office Phone: E-mail: The phone number / address can be non-public and different than the address collected on page one. Doe uSig ned by: EN/1611A, ttArkiitiA, Signature: 81 Beb7A6B2Bcs47o.., ❑ate: 10/17/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box and click "Attach" to upload your document(s). Planning and Transportation Commission Application 5 of 5 Carolyn Templeton DocuSign Envelope ID: 2E07620C-BAB9-4D53-807E-3C37045B88CD Personal Information - Note: The PTC regularly meets the second and last Wednesdays of the month at 6:00 p.m. Name: craig yanagisawa Address: 1085 Middlefield Rd. Cell Phone: 6504850054 x Home/ Office Phone: 6503271402 E-mail: ckyana@gmail . com Are you a Palo Alto Resident? x Yes No Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? Yes X No Are you available and committed to complete the term applied for? x Yes No California state law and the City's Conflict of Interest Code LINK require appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you or your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? Yes x No Excluding your principal residence, do you or your spouse own real property in Palo Alto? Yes x No How did you learn about this vacancy? Community Group Daily Post Email from City Clerk City Website Palo Alto Weekly Flyer Other: phone call from city clerk List relevant education, training, experience, certificates of training, licenses, or professional registration: BSEE Finished home remodel as owner/general contractor Planning and Transportation Commission Application 1 of 5 craig yanagisawa DocuSign Envelope ID: 2E07620C-BAB9-4D53-807E-3C37045B88CD Employment Present or Last Employer: Western Digital Corp Occupation: Engi neer (presently reti red) Describe your involvement in community activities, volunteering or with civic organizations: Little League; coach, board member. Babe Ruth; coach, board member. Boy Scouts; Merit Badge counselor. 1. What is it about the Planning and Transportation Commission that is compatible with your experience and of specific interest to you, and why? I believe our city needs more input from the neighborhoods where changes are being made. Decisions need to be based on good data. As a former engineer in the private sector, I know that millions of dollars must be spent based on good data and customer satisfaction. My experiences include program management, design/development, and customer support engineering that will help our PTC be more effective. Planning and Transportation Commission Application 2 of 5 craig yanagisawa DocuSign Envelope ID: 2E07620C-BAB9-4D53-807E-3C37045B88CD 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. If you have never been to a Commission meeting you can view an archived video from the Midpen Media Center: LINK Ross Road Bike Blvd. I don't believe this project has met the expectations of most of the residents that live in that area. More importantly, there is no data nor any effort to get good data on the projects effectiveness. Also missing are what goals were targeted and how they were met after construction. I am not a Transportation Engineer, but basic engineering principles were not met on this project that I can help improve the commissions purposes. 3. If appointed, what specific goals would you like to see the Planning and Transportation Commission achieve, and why? How would you suggest accomplishing this? Better customer satisfaction. Improve resident communications. Insist decisions are made on good data. Goals should be stated and results shown are the things I would insist on. Planning and Transportation Commission Application 3 of 5 craig yanagisawa DocuSign Envelope ID: 2E07620C-BAB9-4D53-807E-3C37045B88CD 4. Planning and Transportation Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Palo Alto Comprehensive Plan LINK Zoning Code LINK City Charter LINK California Environmental Quality Act LINK El Camino Real Design Guidelines LINK El Camino Real Master Plan Study and Appendices LINK Area Plans such as the South of Forest Avenue (SOFA) 1 and 11 Plans Baylands Master Plan LINK LINK Helped represent Palo Alto Little League for the Comprehensive Plan several years ago. Planning and Transportation Commission Application 4 of 5 craig yanagisawa DocuSign Envelope ID: 2E07620C-BAB9-4D53-807E-3C37045B88CD Consent to Publish Personal Information on the City of Palo Alto Website California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." This consent form will not be redacted and will be attached to the Application and posted to the City's website. The full code can be read here: LINK Read the code, and check only ONE option below: X I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address: Cell Phone: Home / Office Phone: E-mail: The phone number / address can be non-public and different than the address collected on page one. ,-DxuSigned by: Signature: Wolf EituA ySoW D 18B882FA818405_. Date: 8/28/2018 (Optional) Additional Attachment(s) If you would like to submit a resume, work sample, etc. along with your Application, Check this box and click "Attach" to upload your document(s). Planning and Transportation Commission Application 5 of 5 craig yanagisawa CITY OF PALO ALTO City of Palo Alto (ID # 9700) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/5/2018 Summary Title: Resolution Authorizing the Purchase of VERs (carbon offsets) from ACT Title: Adoption of a Resolution Authorizing the City Manager to Purchase a Portion of the City's Verified Emission Reductions Requirements From ACT Commodities, Inc. Under Specified Terms and Conditions During Calendar Years 2018-2027, Inclusive From: City Manager Lead Department: Utilities Recommendation Staff recommends that the City Council (Council): 1. Adopt the attached resolution (Attachment A) authorizing the City Manager to approve the Verified Emission Reduction Master Agreement (VER Master Agreements) with ACT Commodities, Inc. (ACT) and authorizing the City Manager to purchase VERs from ACT under specified terms and conditions during calendar years 2018 through 2027, inclusive, subject to the following limitations: a. The maximum aggregate transaction limit under these Master Agreements shall be $10 million; b. All transactions are subject to the Palo Alto Municipal Code; and c. All transactions are subject to the City's Energy Risk Management Policy, Guidelines and Procedures; and 2. Delegate to the City Manager, or his designee, the authority to execute on behalf of the City the VER Master Agreement with ACT. Executive Summary To implement the Council -approved Carbon Neutral Natural Gas Plan (Resolution 9649), the City must purchase an annual quantity of carbon offsets (a.k.a. VERs) equal to the greenhouse gas emissions caused by natural gas use by City gas utility customers. In August 2017 Council adopted a Standard Form VER Master Agreement (Resolution 9703) and approved VER Master Agreements with two suppliers (Resolution 9704). ACT has agreed to the terms and conditions of the Standard Form VER Master Agreement. The proposed resolution (Attachment A) authorizes the City Manager to execute the agreement (Attachment B) and purchase VERs under the agreement within a maximum expenditure and transaction term limits. City of Palo Alto Page 1 Background Palo Alto Municipal Code Section 2.30.340 (Contracts for Wholesale Utility Commodities) allows for the use of master agreements to buy and/or sell electricity, gas and related services through various preapproved ("enabled") suppliers. Contracts or transactions executed under Council -approved master agreements must be done in accordance with the City's Energy Risk Management Policy, Guidelines and Procedures. On August 15, 2016, Council approved an ordinance modifying the Municipal Code to streamline the purchase and sale of wholesale utility commodities and services and to explicitly allow for a Council -approved standard form master agreement (August 15 City Attorney Report). The ordinance modified Section 2.30.140 clarifying the process to enable suppliers by specifically allowing the use of a standard form master agreement that contains the City's minimum contract terms and conditions. Execution of standard form master agreements and delegation of authority to transact under the standard form master agreements with specific suppliers is subject to Council approval. This process is also used when contracting for natural gas commodity. In December 2016, Council adopted Resolution 9649 approving a Carbon Neutral Natural Gas Plan to achieve carbon neutrality for the gas supply portfolio by FY 2018 using high -quality carbon offsets or VERs with a cost cap of 10 1T/therm. Implementation includes executing contracts to enable the City to purchase VERs. In August 2017, Council adopted a Standard Form VER Master Agreement (Resolution 9703) and approved VER Master Agreements with two suppliers (Resolution 9704). Palo Alto has an annual need of approximately 154,000 tons CO2e of VERs to match the natural gas use in the City. Palo Alto has purchased VERs from four projects to date including 148,000 tons CO2e from a forestry project in the southeastern U.S., 21,972 tons CO2e from a dairy digester project in Wisconsin, 33,943 tons CO2e from a forestry project in Minnesota, and 17,000 tons CO2e from a forestry project near Oaxaca, Mexico, Palo Alto's sister city. The average cost of VERs purchased is 4 (t/therm. Discussion Maintaining a set of active counterparties is essential to achieving competitive pricing. Master Agreements with specific VER suppliers including maximum expenditures and transaction term limits must be approved by Council. ACT has agreed to the terms and conditions of the Standard Form VER Master Agreement. The proposed resolution (Attachment A) authorizes the City Manager to execute the agreement and purchase VERs under the agreement within a maximum expenditure and transaction term limits. The proposed VER Master Agreement with ACT is included as Attachment B. City of Palo Alto Page 2 All transactions under all VER Master Agreements will be executed in accordance with the Council -approved Energy Risk Management Policy. The anticipated annual cost of carbon offsets is $1.3 M to $3M. Staff recommends a maximum transaction limit of $10 million per counterparty. Resource Impact Approval of the recommendation will not impact the FY 2019 budget. Policy Implications Adoption of the proposed resolution conforms to the Council -approved Energy Risk Management Policy and the Palo Alto Municipal Code. Further, the recommendation is consistent with the Council -approved Carbon Neutral Gas Plan and the Gas Utility Long- term Plan and t h e Utilities Strategic Plan objective to manage supply cost by negotiating supply contracts to minimize financial risk. Environmental Review Council's adoption of the proposed resolution authorizing the City Manager to approve the VER Master Agreement with ACT and authorizing the City Manager to purchase VERs from ACT do not meet the definition of a project for the purposes of the California Environmental Quality Act, under Public Resources Code Section 21065 and CEQA Guidelines Section 15378(b) (5), because it is an administrative governmental activity which will not cause a direct or indirect physical change in the environment. VER project developers will be responsible for performing necessary environmental reviews and acquiring permits as offset projects are developed. Attachments: • Attachment A: Resolution Authorizing the City Manager to Purchase a Portion of the City's Verified Emission Reductions Requirements from ACT Commodities, Inc. • Attachment B: Palo Alto VER Standard Form Agreement with ACT City of Palo Alto Page 3 ATTACHMENT A Resolution No. XXXX Resolution of the Council of the City of Palo Alto Authorizing the City Manager to Purchase a Portion of the City's Verified Emission Reductions Requirements from ACT Commodities, Inc. Under Specified Terms and Conditions during Calendar Years 2018 through 2027, Inclusive RECITALS A. On December 5, 2016, the Council adopted Resolution 9649 approving a Carbon Neutral Natural Gas Plan to achieve a carbon neutral gas portfolio by fiscal year 2018 with no greater than a 10C/therm rate impact. B. In accordance with the Carbon Neutral Plan, the City must purchase environmental offsets or verified emission reductions equal to the annual emissions from natural gas use by all City of Palo Alto Natural Gas Utility customers. C. By Ordinance 5387 adopted August 15, 2016, Council approved changes to the Municipal Code specifically streamlining the purchase and sale of wholesale utility commodities and services and explicitly allowing for standard form Master Agreements. D. The standard form Verified Emissions Reduction Master Agreement was approved by Council on August 21, 2017. E. The City intends to purchase verified emission reductions from one or more prequalified suppliers from delivery during calendar years 2018 through 2027, inclusive, so long as the supplier with whom the City negotiates a specific purchase transaction continues to be qualified and otherwise eligible to transact with the City. NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The Council hereby authorizes the City Manager or his designee, the Director of Utilities, to purchase a portion of the City's verified emission reduction requirements from ACT Commodities, Inc. by negotiating one or more individual transactions, including, but not limited to, contracts, addenda, confirmations, and transactions. SECTION 2. The purchases negotiated under Section 2 with ACT Commodities, Inc. shall not exceed $10 million in aggregate. SECTION 3. Adoption of this Resolution is not subject to California Environmental Quality Act review as an administrative governmental activity that will not result in any direct or indirect physical change in the environment as a result (CEQA Guidelines section 15378(b)(5)). INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Deputy City Attorney City Manager Director of Administrative Services Director of Utilities ATTACHMENT B MASTER AGREEMENT FOR THE PURCHASE AND SALE OF VERIFIED EMISSION REDUCTIONS This Master Agreement for the Purchase and Sale of Verified Emission Reductions (the "Master Agreement") is made as of this 7 day of September, 2018 ("Effective Date"), by and between the City of Palo Alto, California, a chartered California municipal corporation with its primary business address at 250 Hamilton Avenue, Palo Alto California 94301 ("City" or "Buyer") and ACT Commodities Inc., a California corporation, with its primary business address at 437 Madison Avenue, Suite 19C, New York, NY 10022 ("Seller"). This Master Agreement, together with any and all Confirmation Letters and other schedules and exhibits related to Verified Emissions Reductions (as defined herein) shall be referred to as the "Agreement". RECITALS: A. The Parties wish to buy and sell Verified Emission Reductions on the terms set forth in this Master Agreement; B. Buyer wishes to enter into this Master Agreement with Seller to facilitate future Verified Emission Reductions purchases to manage various customer programs administered by the Buyer; C. Seller has access to Verified Emission Reductions and wishes to enter into this Master Agreement with Buyer to participate in the future Verified Emissions Reductions purchases that the City may undertake from time to time; and D. This Master Agreement facilitates, but does not guarantee, Seller's qualifications to competitively participate with other sellers in future Verified Emission Reductions purchases, and it does not guarantee that the City will enter into any future Verified Emission Reductions purchases with the Seller. NOW, THEREFORE, in consideration of the recitals and the covenants, terms and conditions of this Master Agreement, the Parties agree: AGREEMENT 1. Term and Termination. The term of this Master Agreement shall commence on the Effective Date, as set forth above, and shall remain in effect until terminated by either Party upon thirty (30) days' prior written notice, subject to the provisions of Section 24, except that any such termination shall not be effective until all payments, deliveries and other obligations of the Parties under this Master Agreement, and any Confirmation Letters executed thereunder, have been completed. 2. Definitions. As used in this Master Agreement, the following terms have the respective meanings set forth below, unless the context otherwise clearly indicates. Other capitalized terms are defined elsewhere in this Master Agreement. "Applicable Law" means all legally binding constitutions, treaties, statutes, laws, 1 ordinances, rules, regulations, orders, interpretations, permits, judgments, decrees, injunctions, writs and orders of any Governmental Authority or arbitrator that apply to the Verified Emission Reductions or any one or both of the Parties or the terms hereof. "ARB" means the California Environmental Protection Agency Air Resources Board, or any successor agency thereto. "Bankrupt" means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due. "Business Day" means any day, except a Saturday, Sunday, or any day observed as a legal holiday by the City. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. Pacific Standard Time or Pacific Daylight Time, as applicable. "Confidential Information" is defined in Section 12. "Confirmation Letter" or "Confirm" means a written confirmation materially in the form of Exhibit A attached hereto. The Confirmation Letter constitutes part of, and is subject to, the terms and provisions of this Master Agreement. "Contract VERs" means the VERB specified in the Confirmation Letter and relating to the GHG Reductions generated by the Project during the Vintage Year(s). "Delivery" has the meaning specified in Section 3(b). "Delivery Deadline" means three (3) Business Days after the Transaction Date specified in an applicable Confirm. "Effective Date" has the meaning given to such term in the opening paragraph of this Master Agreement. "Force Majeure" is defined in Section 21. "Governmental Authority" means any national, federal, provincial, state, municipal, county, regional or local government, administrative, judicial or regulatory entity operating under any Applicable Law and includes any department, commission, bureau, board, administrative agency or regulatory body of any government. "GHGs" means one or more of the six greenhouse gases listed in Annex A to the Kyoto Protocol of the UNFCCC, as amended from time to time. "GHG Reduction" means the removal, limitation, reduction, avoidance, sequestration or mitigation of anthropogenic GHG emissions. "Party" or "Parties" means Buyer and Seller, individually or collectively, as applicable. "Project" means an emission reduction project that is located in the United States and an 2 "Offset Project" as defined by ARB and of a Project Type approved by ARB and is identified in the applicable Confirmation Letter. "Project Documentation" means documents, data or other information, whether in written or electronic form, produced by Seller or to which Seller has access relating to the Project or the Contract VERs. "Project Type" means U.S. Forest, U.S. Urban Forest, U.S. Livestock, U.S. Sourced and Destroyed Ozone Depleting Substances, U.S Mine Methane Capture, and U.S. Rice Cultivation; or any other Project Type subsequently approved by ARB. "Registry" means either the Climate Action Reserve, the Verified Carbon Standard, or the American Carbon Registry or any successor registry thereto. "Transaction" means a written agreement between the Parties in the form of an applicable Confirmation Letter to undertake one or more Deliveries of Contract VERs, subject to the terms of this Master Agreement. "Transaction Date" means the date the Parties enter into a Transaction as specified on the applicable Confirm. "Unit Price" means the price for Contract VERs set forth in the applicable Confirmation Letter. "VER Payment" means an amount equal to the product of the Unit Price multiplied by the number of Contract VERs Delivered to Buyer in accordance with this Agreement. "Verification", "Verify" and "Verified" means the determination by a Verification Provider that an emissions reduction meets the requirements of the Registry as evidenced by a Verification Report and unique serial number. "Verified Emission Reduction" or "VER" means one (1) metric tonne of CO2 Equivalent (CO2e) of Verified GHG Reductions generated by the Project. "Verification Provider" means an independent verification provider accredited by a Registry (or such other verification provider proposed by Seller and accepted by Buyer in its sole discretion). "Verification Report" means any written report required by a Registry and prepared by a Verification Provider reviewing and verifying that, in accordance with Project Documentation, Registry Protocols and requirements in effect at the date of its production, the Contract VERs have occurred during the Vintage Year and are eligible for registration in the Registry. "Vintage Year" means, in respect of a Contract VER, the calendar year in which the emissions reductions and removals represented thereby occurred as specified in the applicable Confirmation Letter. 3. Purchase and Sale of Verification Emission Reductions. a. Purchase and Sale. Subject to the terms and conditions of this Master Agreement, Seller agrees to Deliver to Buyer the Contract VERs on the terms specified in an 3 executed Confirmation Letter, a form of which is attached hereto as Exhibit A. Buyer agrees to purchase all such Contract VERs to the extent they are Delivered on or before the specified Delivery Date for such Contract VERs. b. Delivery. Seller shall deliver the Contract VERs to Buyer by the Delivery Deadline. Seller will effect delivery by retiring the Contract VERS on behalf of Buyer in Seller's Registry account identified in the Confirmation Letter, along with the notation "on behalf of the City of Palo Alto" or similar expression. The Contract VERs will be deemed to be delivered upon Buyer's receipt of an electronic confirmation from such Registry that the relevant retirement has been completed ("Delivery", and variations of such term shall have their corresponding meanings.) Title to the Contract VERs will pass from Seller to Buyer upon Delivery. c. Project Documentation. i. Verification Reports. Upon the written request of Buyer, Seller shall deliver to Buyer copies of any Verification Report(s) for the Contract VERs within ten (10) Business Days of such request. ii. Other Project Documentation. Upon the reasonable written request of Buyer, Seller shall provide to Buyer copies of Project Documentation (to the extent that such Project Documentation is made available to Seller) within ten (10) Business Days of such request. 4. Price and Payment. i. Price. Buyer agrees to buy the applicable Contract VERs from Seller at the Unit Price specified in the applicable Confirm for each Contract VER Delivered to Buyer. Seller agrees to pay all Registry fees associated with the issuance and Delivery of the Contract VERs to Buyer. ii. Billing and Terms of Payment. a. Buyer will remit the VER Payment to Seller net thirty (30) days after the date Buyer receives a properly prepared and accurate invoice sent to Buyer's address for Contract VERs that have been Delivered. Buyer has no obligation to make payment for any Contract VERs that have not been Delivered in accordance with Section 3(b). b. An invoice that is properly prepared shall include at a minimum: i. Seller's complete name and address where payment is to be remitted; ii. Buyer's complete name and address where bill is to be 4 sent; iii. The Unit Price; iv. The VER Payment; v. Invoice date; vi. Terms of payment, including any applicable discount calculations; and vii. Tax amount/rate information, if applicable. c. Payment may be made by wire transfer. Payment by check shall be considered made when received by Seller. Wiring instructions: Bank Name: Rabobank North America Bank ABA: 122238420 Account Name: ACT Commodities Inc. Account Number: 0806190908 iii. Taxes and Fees. a. Seller will pay all taxes and fees arising prior to Delivery. b. Seller will pay all mandatory taxes and fees arising out of the transactions contemplated by this Agreement levied by a government or other competent public taxing authority on the transfer of the Contract VERs to Buyer, including any sales tax (if applicable). c. Each Party will pay for its own income, property or ad valorem taxes. 5. Events of Default. A Party is in default hereunder if that Party does any of the following (each an "Event of Default"): a. the failure of any Party to make any payment when due if such failure is not remedied within thirty (30) days after receipt of written notice of such failure, provided that if the Buyer, in good faith, disputes all or any portion of the payment, the Buyer shall pay only that portion of the payment that it does not dispute; b. in the case of Seller, if by the applicable Delivery Deadline, Seller fails to Deliver to Buyer any Contract VERs specified on an executed Confirmation Letter and 5 that failure is not remedied within five (5) Business Days of Buyer giving notice of that failure, and such failure is not due to Force Majeure or Buyer's failure to accept such Contract VERs following proper Delivery; c. any representation or warranty provided by either Party herein that shall prove to have been false or misleading in any material respect when made or repeated; d. the failure by a Party to perform any covenant or agreement set forth in this Master Agreement and applicable Confirmation Letters and incorporated exhibits (other than its obligations to make any payment or obligations which are otherwise specifically covered as a separate Event of Default), and such failure is not cured within fifteen (15) Business Days after written notice thereof to the affected Party; e. the Party becomes Bankrupt; or f. the failure by either Party to comply with any of its material obligations under this Agreement and that failure is not remedied within thirty (30) days of the other Party giving notice of that failure. 6. Remedies for Default. In the event of an Event of Default by either Party, the non -defaulting Party may terminate this Agreement and all of the applicable Confirmation Letters immediately upon written notice to the defaulting Party. Upon a valid termination under this provision, Seller (if the non -defaulting Party) will have no further obligation to Deliver additional Contract VERs to Buyer, and Buyer (if the non - defaulting Party) will have no further obligation to purchase additional Contract VERs under this Agreement, including with respect to any applicable Confirmation Letters that have been entered between the Parties but not yet Delivered. Termination of the Agreement under this provision will not limit in any way any remedies available to the Parties under this Agreement. 7. Representations. a. Representations by Both Parties. Each Party represents and warrants to the other Party that: i. it is a legal entity, duly formed and validly existing and in good standing under the laws of the state of its formation; ii. it has the power and authority to enter into and perform its obligations under this Agreement; iii. by entering into this Agreement, it will not breach the material terms of any contract with a third party; iv. it is not relying upon any representations of the other Party other than those expressly set out in this Agreement; 6 v. it has entered into this Agreement after a full opportunity to review its terms and conditions, has a full understanding of those terms and conditions and or their risks, and is capable of assuming those risks; and vi. this Agreement constitutes a legal, valid and binding obligation on it enforceable in accordance with its terms by appropriate legal remedy. b. Seller's Representations to Buyer. Seller hereby represents and warrants to Buyer that: i. it has not sold, transferred, assigned, licensed, disposed of or encumbered (nor become legally obligated to do the same) any right, title or interest in the Contract VERs covered by an applicable Confirm to any person other than Buyer and other than as contemplated in this Agreement; ii. Seller conveys the Contract VERs to Buyer free and clear of any liens, encumbrances, claims, security interests, or title defects; iii. it has the right to transfer the Contract VERs covered by an applicable Confirm to Buyer; iv. it has good title to each Contract VER and it obtained and possessed, or will obtain and possess at the time of transfer, the Contract VERs lawfully; v. any Project -related data provided to Buyer is true and correct to the best of Seller's knowledge, information and belief; vi. each Project agreed to under applicable Confirmation Letters to this Agreement is in substantial compliance with all applicable material laws and regulations, including permit requirements for the operation of such a Project; vii. no authorization, consent, notice to or registration or filing with any governmental authority is required for the execution, delivery and performance by Seller; viii. none of the execution, delivery and performance by Seller conflicts with or will results in a breach or violation of any contract or instrument to which such Seller is a party of is bound; ix. there are no proceedings by or before any governmental authority, now pending or (to the knowledge of Seller) threatened, that if adversely determined could have a material adverse effect on Seller's ability to perform Seller's obligations hereunder; x. the Contract VERs covered by an applicable Confirmation Letter have not been used by Seller or any third party to meet any international, federal, state or local requirement, renewable energy procurement, renewable portfolio standard or other mandate; xi. Seller will not offer, sell, transfer, dispose, encumber or otherwise deal in the GHG Reductions associated with the applicable Contract VERs other than as provided herein; xii. the Contract VERs are, and will be at the time of Delivery, validly issued and in force in accordance with the protocols of the Registry specified in the applicable Confirmation Letter; xiii. the Contract VERs are, and will be immediately prior to Delivery, duly registered to Seller in the Registry specified in the applicable Confirmation Letter; xiv. neither the Seller, nor any of its associated or parent organizations or affiliates or its customers, has claimed (or will claim) directly or indirectly, including on any voluntary or mandatory greenhouse gas registry program (including EPA Climate Leaders), any of the Contract VERs to be Delivered under this Agreement or any associated GHG Reductions, carbon reductions, offsets, or benefits as part of its own carbon inventory, footprint, or other carbon statement or declaration as anything other than sold to Buyer. Any such reporting of emissions or emissions reductions shall include as Seller's emissions an amount equal to the VER Quantity and Vintages of the Contract VERs sold hereunder, and indicate their sale to Buyer; xv. the Contract VERs have been Verified by the Verification Provider in a Verification Report for the Vintage Year(s); and xvi. no document or information supplied by Seller in connection with this Agreement contains any untrue statement or omits to state a material fact necessary in order to make such document not misleading. 8. Obligations and Liabilities. a. This Master Agreement sets out the full extent of the Parties' obligations and liabilities arising out of or in connection with this Master Agreement, and there are no conditions, warranties, representations or terms, express or implied, that are binding on the Parties except as specifically stated in this Master Agreement. Any condition, warranty, representation or other term which might otherwise be implied into or incorporated in this Master Agreement, whether by statute, common law or otherwise, is hereby expressly excluded. b. Save as expressly provided otherwise in this Master Agreement, neither Party will be liable under or in connection with this Master Agreement for any loss of income, loss or profits or loss of contracts, or for any consequential, incidental, punitive, exemplary, or indirect losses or damages in tort (including negligence), contract, or otherwise pursuant to this Section 8, except for any claims indemnified pursuant to Section 9. 8 9. Indemnification a. Indemnification of Buyer: To the fullest extent permitted by Applicable Law, Seller agrees to protect, defend, hold harmless and indemnify Buyer, its City Council, commissioners, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom, for which Buyer shall become liable arising from Seller's acts, errors, or omissions with respect to or in any way pursuant to this Master Agreement and subsequent transactions and related Confirmation Letters, except for claims, liabilities and damages caused by the Buyer's sole negligence or willful misconduct. b. Indemnification of Seller: To the fullest extent permitted by Applicable Law, Buyer agrees to protect, defend, hold harmless and indemnify Seller, its board of directors, officers, employees, volunteers and agents from and against any claim, injury, liability, loss, cost, and/or expense or damage, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom, for which Seller shall become liable arising from Buyer's negligent, reckless or wrongful acts, errors, or omissions with respect to or in any way connected with the maintenance, assistance and services performed by Buyer pursuant to this Master Agreement and subsequent and related Confirmation Letters, except for claims, liabilities and damages caused by the Seller's comparative negligence or willful misconduct. 10. Relationship of the Parties. The relationship of the Parties under this Master Agreement is that of independent contractors. The Parties specifically state their intention that this Master Agreement is not intended to create a partnership or any other co -owned enterprise unless specifically agreed to by the Parties in a separate written instrument. Except as specifically provided herein, each Party shall continue to have the right to contract independent of the other Party with individuals and entities. Each Party shall be responsible for its own operating expenses and personnel expenses. 11. Notices. All notices required or permitted to be given hereunder in writing shall, unless expressly provided otherwise, be in writing, properly addressed, postage pre -paid and delivered by hand, facsimile, certified or registered mail, courier or electronic messaging system to the appropriate address as either Party may designate from time to time by providing notice thereof to the other Party. If to Buyer: If to Seller: 9 250 Hamilton Ave. Palo Alto, CA 94301 Attention: City Clerk Phone: 650-329-2571 Fax: 650-328-3631 With a copy to: 250 Hamilton Ave. Palo Alto, CA 94301 Attention: Director of Utilities Phone: 650-329-2277 Fax: 650-329-2154 437 Madison Avenue Suite 19C, New York, NY 10022 Attention: Operations Phone: 212-803-1500 Fax: 212-803-1898 Notices delivered by facsimile or by an electronic messaging system shall require confirmation through a reply facsimile or electronic message. 12. Confidential Information. a. "Confidential Information" shall mean and include information consisting of documents and materials of a disclosing Party and/or any other technical, financial or business information of or about a disclosing Party which is not available to the general public, as well as all information derived from such information, which is furnished or made available to the other Party and is clearly labeled, marked or otherwise identified as "confidential" or "proprietary information." b. The disclosing Party is the Party to whom the Confidential Information originally belongs and who shall, after appropriate notice from the receiving Party, bear the burden of pursuing any legal remedies to retain the confidential status of the Confidential Information, as set forth in Section 12(e), below. c. Confidential Information disclosed by either Party to the other shall be held by the receiving Party in confidence, and shall not be: i. used by the recipient to the detriment of the disclosing Party; or ii. made available for third parties to use. d. Each Party will direct its employees, contractors, consultants and representatives who have access to any Confidential Information to comply with all the terms of this Section. Information received by the receiving Party shall not be Confidential Information if: i. it is or becomes available to the public through no wrongful act of the 10 receiving Party; ii. it is already in the possession of the receiving Party and not subject to any confidentially agreement between the Parties; iii. it is received from a third party without restriction for the benefit of the disclosing Party and without breach of this Master Agreement; iv. it is independently developed by the receiving Party; or v. it is disclosed pursuant to a requirement of law or a duly empowered government agency or a court of competent jurisdiction after due notice and an adequate opportunity to intervene is given to the disclosing Party, unless such notice is prohibited. e. Seller acknowledges that City is a public agency and is subject to the requirements of the California Public Records Act Cal. Gov. Code section 6250 et seq. Seller may submit Confidential Information to the City pursuant to Section 12(a), above and the City will maintain such identified documents as confidential to the fullest extent allowed by law. However, upon request or demand from any third person or entity not a party to this Master Agreement ("Requestor") for production, inspection and/or copying of information designated by a disclosing Party as Confidential Information, the receiving Party shall notify the disclosing Party that such request has been made in accordance with Section 12 of this Master Agreement. Upon receipt of this notice, the disclosing Party shall be solely responsible for taking whatever legal steps may be necessary to protect the information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the receiving Party. If within ten (10) days after receiving the foregoing notice from the receiving Party, the disclosing Party takes no such action, the receiving Party shall be permitted to comply with the Requestor's demand and is not required to defend against it. f. Upon termination or expiration of this Master Agreement, the receiving Party shall, at the disclosing Party's direction, either return or destroy all of the disclosing Party's Confidential Information and so certify in writing. The obligations of this provision will survive for one (1) year after any termination or expiration of this Master Agreement. 13. Publicity and Disclosure. Seller shall not use the name, tradename, trademarks, service marks of or owned by Buyer, or logos of Buyer, or share Confidential Information in any publicity releases, news releases, annual reports, product packaging, signage, stationery, print literature, advertising, websites or other media without securing the prior written approval of Buyer. Seller shall not, without the prior written consent of Buyer, represent, directly or indirectly, that any product or service offered by Seller has been approved or endorsed by Buyer. Seller agrees that Buyer may make oral and written reports and other communications regarding this Master Agreement and subsequent Contract VER Transactions to the Palo Alto City Manager, City Council and other public 11 officials as required by law, which reports and communications will be public reports and communications. 14. Nondiscrimination. As set forth in Palo Alto Municipal Code section 2.30.510, Seller agrees that in the performance of this Master Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Seller acknowledges that it has read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the form furnished by Buyer and set forth in Exhibit B. 15. Choice of Law. The laws of the State of California shall be applied and be controlling for all purposes and all matters relating to this Master Agreement. In the event that an action is brought, the Parties agree that trial of such action will be vested exclusively in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. 16. Entire Agreement. This Master Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, whether oral or written, of the Parties. 17. Amendments. Except to the extent herein provided, no amendment, supplement, modification, termination or waiver of this Master Agreement shall be enforceable unless executed in writing by the Party to be bound thereby. 18. Assignment. This Master Agreement is binding on any successors and assigns of the Parties. Neither Party may otherwise transfer or assign this Master Agreement, in whole or in part, without the other Party's written consent. Such consent shall not be unreasonably withheld, conditioned or delayed. 19. Non -Waiver; No third Party Beneficiaries. 12 No waiver by any Party of any of its rights with respect to the other Party or with respect to this Master Agreement or any matter or default arising in connection with this Master Agreement, shall be construed as a waiver of any other right, matter or default. Any waiver shall be in writing signed by the waiving Party. No payment, partial payment, acceptance or partial acceptance by Buyer will operate as a waiver on the part of the Buyer of any of its rights under the Master Agreement. This Master Agreement and subsequent Confirmation Letters are made and entered into for the sole benefit of the Parties, and their permitted successors and assigns, and no other Person shall be a direct or indirect legal beneficiary of, have any rights under, or have any direct or indirect cause of action or claim in connection with this Master Agreement. 20. Severability. In the event that any provision of the Master Agreement is found to be void or unenforceable, such findings shall not be construed to render any other provision of the Master Agreement either void or unenforceable, and all other provisions shall remain in full force and effect unless the provisions which are void or unenforceable shall substantially affect the rights or obligations granted to or undertaken by either Party. 21. Force Majeure. Neither Seller shall be liable in any respect for failure to Deliver the Contract VERs to Buyer, nor Buyer shall be liable in any respect for failure to accept the Contract VERs from Seller, if such performance is hindered or prevented, directly or indirectly, by an event beyond the reasonable control of either Party, including, without limitation, war, public emergency or calamity, fire, earthquake, Acts of God, strikes, labor disturbance or actions, civil disturbances or riots, litigation brought by third parties against the Parties, or any act of a superior Governmental Authority or court order. Force Majeure may not be based on (i) Seller's ability to sell the Contract VERs to another at a price greater than the Unit Price specified in the Confirmation Letter, (ii) Buyer's inability economically to use the Contract VERs, or (iii) Buyer's ability to purchase Contract VERs at a price less than the Unit Price specified in the Confirmation Letter. 22. Exhibits. The exhibits attached hereto are incorporated into this Master Agreement by reference. The exhibits may only be revised upon mutual written agreement between the Parties unless otherwise specified in the exhibits. 23. Compliance with the Law. Each Party will comply with all lawful federal, state and local law, ordinances, 13 resolutions, rate schedules, rules and regulations that may affect its rights and obligations under the Master Agreement. 24. Fiscal Provisions. The Transactions under this Master Agreement are subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. The Master Agreement and all related Confirmation Letters and Agreements will terminate without penalty (i) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (ii) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal years and funds for the City's obligations are no longer made available. This provision will take precedence in the event of a conflict with any other term or condition of the Master Agreement or a Confirm. 25. Interpretation. In this Agreement, unless the context requires another meaning, a reference : a. To any document (including this Agreement) is to that document as varied, amended, novated, ratified or replaced from time to time; b. To any Party includes that Party's executors, administrators, successors and permitted assigns, including any person taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee; c. To the singular includes the plural and vice versa, and to a gender includes all genders; d. To the Sections are inserted for convenience of reference only and do not affect the interpretation of this Agreement; e. To a Confirmation Letter is to the active Confirmation Letter; and f. If there is any conflict between the provisions of an applicable Confirmation Letter and any other provisions of this Master Agreement, if it has been signed by both Parties, the terms of that Confirmation Letter will prevail. IN WITNESS WHEREOF, each of the Parties hereto acknowledge that they have read the terms and conditions contained herein, understand and agree to the same and agree to be bound thereby and have caused this Master Agreement to be executed in duplicate originals by its duly authorized representative on the respective dates entered below. 14 CITY OF PALO ALTO ACT COMMODITIES INC. ("BUYER") ("SELLER") City Manager APPROVED AS TO FORM: Counsel to the City of Palo Alto APPROVED: Director of Administrative Services Director of Utilities By: Name: Paul ter Veen Title: CEO Taxpayer Identification No. 47-1704510 15 EXHIBIT A VERIFIED EMISSION REDUCTIONS CONFIRMATION LETTER PRO FORMA The following describes a Transaction between Buyer and Seller for the sale, purchase and delivery of Contract VERs pursuant to the terms and conditions of the Verified Emission Reductions Purchase and Sale Agreement ("Master Agreement") between the City of Palo Alto and ACT Commodities Inc. dated , 20_ Initially capitalized terms used and not otherwise defined herein are defined in the Master Agreement. Basic Commercial Terms: Transaction Date: Seller: Buyer: City of Palo Alto Product: VERs Registry: Project Name and Registry ID: Project Location: Vintage Year(s): Quantity of Contract VERs: Unit Price ($/VER): VER Payment ($): This Confirmation Letter is executed pursuant to and in accordance with the Master Agreement, and constitutes part of and is subject to the terms and provisions of the Master Agreement. The Parties agree to the Transaction set forth herein. City of Palo Alto ("Buyer") XXX ("Seller") Signature Signature Name Name Title Title Date Date 16 EXHIBIT B CERTIFICATION OF NONDISCRIMINATION As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not and will not during the course of this Agreement discriminate in the employment of any person because of the 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 and that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. Authorized Signature: Date: 9/27/2018 17 CITY OF PALO ALTO City of Palo Alto (ID # 9662) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/5/2018 Summary Title: Approval to Increase Compensation & Extend Term of Design Contract for Old Pumping Plant at RWQCP Title: Approval of Amendment Number 3 to Contract Number C15155378 With Carollo Engineers for Engineering Services During Construction of the Plant Repair, Retrofit, and Equipment Replacement Project (WQ-19002) at the Regional Water Quality Control Plant to Increase Compensation by $67,000 for a Total Not -to -Exceed Amount of $358,335 and to Extend the Contract Term Through March 31, 2019 From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute Contract Amendment No. 3 to Contract No. C15155378 with Carollo Engineers, Inc. (Attachment A) to increase the contract amount by $67,000 to provide additional engineering services during construction of the Plant Repair, Retrofit, and Equipment Replacement Project (WQ-19002), and to extend the term through March 31, 2019. The revised total contract amount is not to exceed $358,335 including $331,850 for basic services and $26,485 for additional services. Background The Regional Water Quality Control Plant (RWQCP) has two raw sewage pump stations, one built in 1956 (Old Pumping Plant, or OPP) and the other one in 1972 (New Pumping Plant, or NPP). The OPP lifts raw sewage out of the sanitary sewer junction box up to the main wastewater treatment facilities for primary, secondary, and tertiary treatment as well as disinfection. The OPP supplements and serves as a backup to the NPP when it is out of service for maintenance. City of Palo Alto Page 1 On November 10, 2014, Council approved a professional services contract (Attachment B, SR ID# 5119) for design services with Carollo Engineers, Inc. (Carollo) for the OPP Rehabilitation Project. Amendment No. 1 and No. 2 (SR ID# 8755) to Carollo's contract were for contract extensions to March 31, 2018 and September 30, 2018, respectively, with no cost amendments. Extensions were needed to provide services over a longer time frame due to a delayed construction end date under a separate contract (SR ID# 7274) with Anderson Pacific Engineering Construction, Inc. (APEC). Discussion The OPP has outlived its useful service life. Numerous construction issues and unforeseen site conditions have developed during the rehabilitation, requiring additional engineering services from Carollo beyond the original work scope. The allocated contract amount for Carollo to provide services during construction (Task 4 of Basic Services) was $62,909. The fund has been depleted, along with $26,485 allocated for additional services. Carollo is expected to complete their final deliverables by March 31, 2019. The additional funding needed to complete the work supports the following engineering services: • Motor control center slab design modification to meet federal flood protection elevation requirements; • Support of upgraded hazardous atmospheric gas monitoring system modifications for safety of personnel; • Supporting raw sewage inlet box repairs due to unknown site conditions; • Providing design details to replace corroded manual bar screens and stop plates; • Improving sewage grinder chamber lighting for personnel safety; • Reviewing contractor's additional request for information and submittals and attending additional meetings to address unforeseen site conditions; and, • Providing design assistance for other unforeseen site conditions. Timeline The construction of the OPP Rehabilitation project is scheduled to be completed by November 9, 2018. Through contract amendment No.3, Carollo's remaining engineering services are scheduled to be completed by March 31, 2019. City of Palo Alto Page 2 Resource Impact Required funding for this contract amendment No. 3 is available in the Wastewater Treatment Fund Plant Repair, Retrofit, and Equipment Replacement (WQ-19002). Previously this project was budgeted in Plant Equipment Replacement Project (WQ-80021); however, WQ-80021 was consolidated and budgeted into WQ-19002 as part of the FY 2019 adopted capital budget, so all additional costs will be funded in WQ-19002. The total contract cost will increase from $291,335 to $358,335. Policy Implications This recommendation does not represent any change to existing City policies. Environmental Review The recommended action is exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15301 (b), which includes maintenance of publicly -owned wastewater facilities involving no or negligible expansion. Attachments Attachment A: Amendment No.3 Attachment B: Contract C15155378 for Professional Services by Carollo Engineers Attachments: • Attachment A - Amendment No. 3 C15155378 Carollo • Attachment B - Signed Contract C15155378_Amendments 1 & 2 Included City of Palo Alto Page 3 DocuSign Envelope ID: 0E7855F3-FEAA-45EF-B5C5-0A00BC7D39EA AMENDMENT NO. THREE TO CONTRACT NO. C15155378 BETWEEN THE CITY OF PALO ALTO AND CAROLLO ENGINEERS, INC. This Amendment No. Three to Contract No. C 15155378 ("Contract") is entered into November 5, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and CAROLLO ENGINEERS INC., a California Corporation, located at 2700 Ygnacio Valley Road, Suite 300, Walnut Creek, CA 94598 ("CONSULTANT"). RECITALS A. The Contract was entered into on November 10, 2014 between the parties for the provision of professional Engineering Services for the Old Pumping Plant (OPP) Rehabilitation Project at the Regional Water Quality Control Plant (RWQCP). B. The Contract was amended twice (Amendments No. 1 and No. 2) to extend the term to March 31, 2018 and then to September 30, 2018 with no increase in compensation or change in the scope of work. C. The parties wish to amend the Contract to continue services during construction (Task 4) as part of the scope of basic services, extend the term to March 31, 2019, and increase the compensation by Sixty Seven Thousand Dollars ($67,000), from the original contract amount of $264,850 to Three Hundred Thirty One Thousand Eight Hundred Fifty Dollars ($331,850). NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 4, "NOT TO EXCEED COMPENSATION", of the Contract is amended and replaced in its entirety to read as follows: "The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A" ("Basic Services"), and reimbursable expenses, shall not exceed Three Hundred Thirty One Thousand Eight Hundred Fifty Dollars ($331,850). 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 Three Hundred Fifty Eight Thousand Three Hundred Thirty Five Dollars ($358,335). The applicable rates and schedule of payment are set out at Exhibit "C-1", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. 1 Amendment No. 3 DocuSign Envelope ID: 0E7855F3-FEAA-45EF-B5C5-0A00BC7D39EA "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 2. The following exhibits to the Contract are hereby added, or deleted and replaced in the entirety, as indicated below, to read as set forth in the attachments to this Amendment, all of which are hereby incorporated into this Amendment as though fully set forth herein, and into the Contract as though fully set forth therein, respectively, by this reference. a. Exhibit "A", entitled "Scope of Services", is hereby amended and replaced in its entirety with Exhibit A, Scope of Services, as revised and attached hereto and incorporated herein by this reference b. Exhibit "B", entitled "Schedule of Performance", is hereby amended and replaced in its entirety with Exhibit B, Schedule of Performance, as revised and attached hereto and incorporated herein by this reference. c. Exhibit "C", entitled "Compensation" is hereby amended and replaced in its entirety with Exhibit C, Compensation, as revised and attached hereto and incorporated herein by this reference. d. Exhibit C-1, "Hourly Rate Schedule" is hereby amended and replaced in its entirety with Exhibit C-1, Hourly Rate Schedule, as revised and attached hereto and incorporated herein by this reference. SECTION 3. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. 2 Amendment No. 3 DocuSign Envelope ID: 0E7855F3-FEAA-45EF-B5C5-0A00BC7D39EA CITY OF PALO ALTO CAROLLO ENGINEERS, INC. Officer 1 City Manager or Designee DocuSigned by: By: °iG/‹. 9B7DA73AC859451... Name: Rick chan APPROVED AS TO FORM: Title: City Attorney or Designee Attachments: Revised Exhibits: EXHIBIT "A": SCOPE OF SERVICES EXHIBIT "B": SCHEDULE OF PERFORMANCE EXHIBIT "C": COMPENSATION EXHIBIT "C-1": HOURLY RATE SCHEDULE Senior vice Presidenr 3 Amendment No. 3 DocuSign Envelope ID: 0E7855F3-FEAA-45EF-B5C5-0A00BC7D39EA EXHIBIT "A" SCOPE OF SERVICES DESIGN SERVICES FOR OLD PUMPING PLANT (OPP) REHABILITATION CIP WQ-80021 4 Amendment No. 3 DocuSign Envelope ID: 0E7855F3-FEAA-45EF-B5C5-0A00BC7D39EA OLD PUMPING PLANT (OPP) REHABILITATION I. BACKGROUND The Palo Alto Regional Water Quality Control Plant (Plant or RWQCP) treats wastewater from six communities (the Partners). The City of Palo Alto (City) owns and operates the RWQCP. The service area is a mix of institutional, residential, and commercial uses consisting of approximately 223,100 residents. The Plant has a design capacity of 39 mgd, average treated flow of 20 mgd, and a wet weather capacity of 80 mgd. The plant has two raw sewage pump (RSP) lift stations. The 1934 original pumping plant (now the operations shop) was retired in 1956 with the construction of a pump station with three pumps (Nos. 7, 8, and 9). The operations shop continues to serve as the building housing the MCC for the RSP Nos. 7, 8, and 9. In 1972, another pump station was constructed with a motor room and four RSPs and spaces for two more (Nos. 1, 2, 3, 4, 5, and 6). In 1972, the 1956 pump station was designated as the "Old Pumping Plant" and the 1972 pump station designated as the "New Pumping Plant," or OPP and NPP, respectively. The OPP lifts wastewater from the pretreatment screening units to the primary influent channel via meter station. In 1999, the original screening at the OPP inlet was replaced with new screening/grinder system as part of a project that replaced the flow meter in the adjacent meter pit. A new double drum Channel Monster model CDD6020 grinding system was installed. In 2001, repair work was done on the pump(s) discharge header. The repairs involved installing a 28" OD X 67" long spool piece in 30" OD pipe at the OPP wall penetration and two 30"X28" reducing couplings. 11. SCOPE OF WORK The City of Palo Alto, Department of Public Works, Regional Water Quality Control Plant (RWQCP or the Plant) intends to rehabilitate its old pumping plant. The Consultant (Engineer) shall provide engineering services for evaluation, design of the new pumping system, associated electrical systems and repair of the concrete structure for the pumping station at the RWQCP. The Consultant (Engineer) shall provide engineering services during all phases of the project, from preliminary options assessments, design and permitting through support in commissioning and start up. A. Tasks The Consultant's scope of work shall include, but not necessarily be limited to the following: 5 Amendment No. 3 DocuSign Envelope ID: 0E7855F3-FEAA-45EF-B5C5-0A0OBC7D39EA Task 1 — Design Task 1.1 The wet pit channel has a suction pipe to each of the three pumping units. Design a replacement of all suction piping and piping supports. Task 1.2 The discharge pipe from each OPP pump connects to a 30 -inch welded steel manifold and force main which discharges into the 60 -inch force main to the primary sedimentation tanks. Design a replacement of all discharge piping and piping supports including the header through the wall and to connect to existing fusion bonded epoxy steel force main just outside the OPP pump room wall. Task 1.3 Beside the NPP flow meter, an 18 -inch magnetic -type flow meter measures the OPP raw sewage flow rate in the meter pit, just ahead of the tie-in to the 60 -inch force main. Design a replacement of OPP meter pit piping for installation of 30 -inch line size piping and a new 30 -inch Magmeter flow meter. The upgrade will allow for an increase in pumping capacity from the OPP. Task 1.4 and 9. The OPP has three existing pumping units, which are RSP Nos. 7, 8, Pump No. HP Manufacturer, Size, & Model Speed Control Rated gpm (mgd) Flow test (mgd)1 TDH RPM 8 70/10 0 18 -inch Morris ECD Vertical Dry Pit Pump 2 speed 2,500 / 8,400 (3.6 / 12.1) 4.3 / 11.0 38.5 589/71 0 72 150 18 -inch Morris ECD Vertical Dry Pit Pump None 10,000 (14.4) 10.7 ?? 705 9 75 16 -inch Morris ECD Vertical Dry Pit Pump None 5,600 (8.1) 6.2 39 885 Notes: 1. Flow test dated 10/24/2013 RSP No. 8 (left) and RSP No. 9 (right) 2. RSP No. 7 — In the middle, between Design a replacement of all three pumps and include new VFD controls. Evaluate hydraulic capacity of pretreatment (i.e., channel monster) and new pumping system; increase hydraulic capacity of the system to maximum extent possible. Currently, the motors driving the pumps are located in the motor room at upper elevation (-5.75'). The pumps located in the pump room at lower elevation (- 22.75'), are driven via extension drive shafts. Evaluate, whether submersible pump -motor sets can be used in the dry pit, thus eliminating the need for extension drive shafts and freeing up the space in motor room for possible other use. 6 Amendment No. 3 DocuSign Envelope ID: 0E7855F3-FEAA-45EF-B5C5-0A00BC7D39EA Task 1.5 RSP Nos. 7 to 9 are provided with swing check valve protection; these pumps are isolated on the discharge and suction side by gate valves. Design a replacement of swing check valves. The check valves should work hydro- dynamically with the pump start/stop cycles controlled by the VFDs. Design a replacement of the manually operated gate valves. The new gate valves are to be electrically operated gate valves. Task 1.6 Each pump seal is protected by W4 water; however the OPP W4 does not pass through the 25 micron filter in the NPP basement. Design new pump seal piping and include 25 micron filter to match plant standard; include filter bypass. Task 1.7 Design replacement controls and level bubbler system for pumping system. Integrate control system with existing iFix HMI screens, SCADA data collection, and Allen Bradley PLC control. Task 1.8 Design replacement of gas monitoring system for confined space entry. Task 1.9 Design replacement power distribution systems from breakers at NPP and new motor control center currently located at the Ops Shop adjacent to the OPP. Task 1.10 Design repairs to structural concrete including the Cathodic Protection system around structure. [Review FCA for all OPP related recommendations] Task 1.11 At the OPP influent well, there is a leak from an abandoned 36 -inch sewer connection to the OPP influent well. Design a solution to eliminate leak (e.g., foam injection, grout injection etc.). Task 1.12 Influent Well — Include specifications to vacuum out OPP influent well of all debris (e.g. ERS Industrial Services). Task 1.13 Review the (E) pretreatment screening/grinding system for possible retrofit to bar screen and screw press type system. Analyze the cost impact. Task 1.14 Review the (E) lifting lugs for adequacy. Provide adequate hoisting/rigging for the new equipment. Task 2 — Deconstruction of Existing OPP and construction coordination. Develop plan and work restrictions; as a guide line for the City's contractor to perform the rehabilitation work (e.g. isolating the OPP wet well by plugging the outlet in the pit next to the OPP). This plan would provide a framework for the contractor to do construction work with minimal impact to plant operation, taking into account the seasonal flow conditions. 7 Amendment No. 3 DocuSign Envelope ID: 0E7855F3-FEAA-45EF-B5C5-0A00BC7D39EA Task 3 — Services during Bidding - Consultant shall assist the City in preparation of construction bid package. - Consultant shall respond to the requests for clarification and/or information from prospective bidders. - Consultant shall assist the City with preparation of Project addenda and furnish the originals required for said addenda. - Consultant shall attend and assist the City at the pre -bid conference and the walk through. Task 4 — Services during Construction - Consultant shall review submittals from the City's construction contractor (the "Contractor") for conformance with the Contract Documents. The Consultant shall review and return the submittal comments to the City within seven calendar days. - Consultant shall prepare written response to the Request for Information (RFI) submitted by the contractor. The Consultant shall review, comment and return the RFI responses within seven calendar days. The responses may include design modifications to accommodate unforeseen site conditions discovered during construction phase. - Consultant shall review and validate the Contract Change Order requests submitted by Contractor for accuracy and correctness, as requested by the City. - As requested, the Consultant shall attend periodic Project Progress Meetings with the Contractor. Please allow for one meeting per month, at the minimum, during the construction phase. - The Consultant shall provide the technical support to the City during start up and commissioning of the rehabilitated pumping plant. The Consultant shall work with Contractor and equipment manufacturer's representatives, as requested by the City. - The Consultant shall assist the City in monitoring, documenting and/or validating any testing required by the permitting agencies. - The Consultant shall review the "as -built" or "red line" drawings and documents maintained by the Contractor during construction. Upon construction completion, the Consultant shall prepare one full size, one half size (11"X17") sets and one electronic copy of the record drawings. The electronic copy shall be in AutoCAD 3D Civil 2010 format. The record drawings shall consist of annotated contract drawings and electronic files showing changes in design and construction. Task 5 — Additional Services and Reimbursables 8 Amendment No. 3 DocuSign Envelope ID: 0E7855F3-FEAA-45EF-B5C5-0A00BC7D39EA 1. Additional Services Consultant shall provide additional services if requested by the City. These services may include additional work due to extension of project scope, additional deliverables/documents, field testing, or other miscellaneous unforeseen expenses. 2. Reimbursables Fees for this should include miscellaneous costs incurred such as travel, copying documents, telephone charges, film, video, photographs, computer, and postage expenses; and assistance during start up and testing. The expenses for above are reimbursed at cost. III. DELIVERABLES Design Kick-off and Workshops -Meet with the project/plant staff to assess the plant's needs, requirements and restrictions for this project. - Include a minimum of two workshops for this purpose in addition to the kick-off meeting and design review meetings. Design 30% — Develop Design Criteria - Provide technical memorandum (tech memo) detailing hydraulic design decisions and analysis. The memo should also include the details of the electrical upgrades needed to support the hydraulic design decisions. - Provide preliminary flow diagram, P. &I. D.s, electrical single line diagram and proposed control scheme to integrate the new electrical system in the Plant's existing SCADA network. - Provide four sets of technical memorandum and associated documents. Design 60% - - Develop construction documents, which include drawings, technical specifications, work restrictions and other special conditions. - Consultant shall incorporate all the comments and concerns issued during the previous review. The design shall be the true reflection of City's intent for this project; which is to maximize the pumping plant's RS pumping capacity. - Provide four sets of drawings, specifications and other 60% deliverable documents. - Provide a cost estimate for the demolition and construction work for each task. Design 90% and Final - - Consultant shall perform final updates derived from City's comments and Consultant's own internal quality control and audits. - The system design at this stage will include complete construction documents with plans, specifications, design calculations and final construction cost estimate. 9 Amendment No. 3 DocuSign Envelope ID: 0E7855F3-FEAA-45EF-B5C5-0A00BC7D39EA - Prepare the design package to secure applicable permitting and soliciting construction / procurement for each task. - Provide two wet stamped hard copies, one digital copy in PDF format and one in AutoCAD 3D Civil 2010 format of the final stamped plans. Provide two hard copies & one digital copy in MS Word format of the final stamped specifications. - END OF SECTION - 10 Amendment No. 3 DocuSign Envelope ID: 0E7855F3-FEAA-45EF-B5C5-0A00BC7D39EA EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones Completion Date 1. NTP 12/04/2014 2. Design Kick-off Meeting 12/15/2015 3. Design Workshop 1 12/15/2015 4. Design 30% 04/07/2015 5. Design 60% 07/17/2015 6. Design Workshop 2 08/13/2015 7. Design 90% 02/01/2016 8. Design 100% 07/22/2016 9. Work Plan for ( E) OPP Deconstruction 07/22/2016 10. Services During Bidding 09/13/2016 11. Services During Construction and Closure 03/31/2019 11 Amendment No. 3 DocuSign Envelope ID: 0E7855F3-FEAA-45EF-B5C5-0A00BC7D39EA 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. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit "A" ("Basic Services") and reimbursable expenses shall not exceed $331,850. CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event CITY authorizes any Additional Services, the maximum compensation for Basic Services together with Additional Services shall not exceed $358,335. 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. 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, does not exceed $331,850 and the total compensation for Additional Services does not exceed $26,485. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1 $174,639 (Design) Task 2 $5,675 (Plan for Deconstruction of (E) OPP) Task 3 $15,627 (Services during Bidding) Task 4 $129,909 (Services during Construction) Sub -total Basic Services $325,850 Reimbursable Expenses $6,000 Total Basic Services and Reimbursable expenses $331,850 Additional Services Maximum Total Compensation 12 $26,485 $358,335 Amendment No. 3 DocuSign Envelope ID: 0E7855F3-FEAA-45EF-B5C5-0A00BC7D39EA REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $1,000 shall be approved in advance by the CITY's project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services 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 Work required because the following conditions are not satisfied or are exceeded shall be considered as additional services: 1. Final design and construction package for alternate pre-treatment, such as replacement of existing Channel Monster with new higher capacity Channel Monster or new bar screens and screw presses at OPP. 2. Final design and construction package for replacement of existing electrical switchgear at the NPP if required because of the need for increased capacity (except replacement of the existing breaker with new breaker). 13 Amendment No. 3 DocuSign Envelope ID: 0E7855F3-FEAA-45EF-B5C5-0A00BC7D39EA EXHIBIT "C-1" HOURLY RATE SCHEDULE AMENDMENT NO.3 The following pages are the Hourly Rate Schedule for Carollo Engineers, Inc. Hourly Rate Engineers/Scientists Assistant Professional $154.00 Professional 188.00 Project Professional 223.00 Lead Project Professional 244.00 Senior Professional 265.00 Technicians Technicians 140.00 Support Staff Document Processing / Clerical 98.00 Project Equipment Communication Expense 11.70 (PECE) Per DL Hour Other Direct Expenses Travel and Subsistence at cost Mileage at IRS Reimbursement Rate $.545 per mile Effective January 1, 2018 Subconsultant cost + 10% Other Direct Cost cost + 10% Expert Witness Rate x 2.0 This fee schedule is subject to annual revisions due to labor adjustments. 14 Amendment No. 3 UOCJJIgn tnveiope iu: oz 'tut uL.-b00b-4lri..-/ ui-oruuu000t.. I oz CITY OF PALO ALTO CONTRACT NO. C15155378 RECEIWED DEC 4 2014 Pm WQCP ENGINEERING is Evict; AGREEMENT BETWEEN 1141 CITY OF PALO ALTO AND CAROLLO ENGINEERS, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 10th day of November, 2014, ("Agreement") by and .between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and CAROLLO ENGINEERS, INC., a California Corporation, located at 2700 Ygnacio Valley Road, Walnut Creek, CA 94598 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to rehabilitate its Old Pumping Plant. CONSULTANT shall provide engineering services for evaluation, design of the pumping system, associated electrical systems and repair of the concrete structure for the pumping station at the RWQCP ("Project") and desires to engage a consultant to provide engineering services during all phases in connection with the Project ("Services"). B. CONSULTANT has represented that it bas 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: SECTION I. SCOPE OF SERVICES. AGREEMENT CONSULTANT shall perform the Services described in Exhibit "A" in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. ❑ Optional On -Call Provision (This provision only applies if checked and only applies to on - call agreements.) Services will be authorized by the City, as needed, with a Task Order assigned and approved by the City's Project Manager. Each Task Order shall be in substantially the same form as Exhibit A- L Each Task Order shall designate a City Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and the City may elect, but is not required, to Professional Services C15155378 Rev. Feb. 2014 Design of the Old Pumping Plant Rehabilitation uocu ign tnveiope iu: ozitu/UL-tf23OtS-4"Irl..-HOu3-3ruul.Dn.l.IJZ authorize work up to the maximum compensation amount set forth in Section 4. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through completion of the services in accordance with the Schedule of Performance attached as Exhibit "B" unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit "B", attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based uponthe 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", including both payment for professional services and reimbursable expenses, shall not exceed Two Hundred and Sixty -Four Thousand Eight Hundred and Fifty Dollars ($264,850.00). In the event Additional Services are authorized, the total compensation for Services, Additional Services and reimbursable expenses shall not exceed Twenty -Six Thousand Four Hundred and Eighty -Five Dollars ($26,485.00). The applicable rates and schedule of payment are set out in Exhibit "C-1", entitled "HOURLY RATE SCHEDULE," which is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in 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 Professional Services Rev. Feb. 2014 C15155378 Design of the Old Pumping Plant Rehabilitation uocuaign tnveiope iu: ucitut uf-b Ob-41rL.,-Hour-sruuuoosu Isz 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 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 shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. If CONSULTANT has prepared plans and specifications or other design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shalt submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY's stated construction budget, CONSULTANT shall make recommendations to the 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 the 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. DOption A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. Professional Services Rev. Feb. 2014 C15155378 Design of the Old Pumping Plant Rehabilitation uocuign tnveiope iu: 2fL l tv! LA, -bb Ob-4 I rl,-Abu3-3ruul..00sl. I OL ®Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: TTG Corporation *,v G`,, -kttek S Eve eb° V & A Consulting Engineers, Inc. n Co'^d'`�`b"$ Asses ESA R1 G,...,," CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Rick Chan as the principal -in -charge to have supervisory responsibility for the performance, progress, and execution of the Services and Sarwan Wason as the project manager 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 fmds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. The City's project manager is Padmakar Chaobal, Public Works Department, Environmental Services Division, RWQCP 2501 Embarcadero Way, Palo Alto, CA 94303, Telephone: (650) 329-2287. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. The 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. CONSULTANT'S instruments of service hereunder are the printed hard copy drawings and specifications issued for the Project, whereas electronic media, including CAD files, are tools for their preparation. As a convenience to the CITY, the CONSULTANT shall furnish to the CITY both printed hard copies and electronic media. In the event of a conflict in their content, the Professional Services Rev. Feb. 2014 C15155378 Design of the Old Pumping Plant Rehabilitation uocu Ign tnveiope iu: t3Cltu/ul..-tSt000-41i-u-Nou3-oruuuntot., oz printed hard copies shall take precedence over the electronic media. Because data stored in electronic media form can be altered, inadvertently, it is agreed that the CITY shall hold CONSULTANT harmless from liability arising out of changes or modification to CONSULTANT's data in electronic media form in the CITY"s possession or released to others by the City. 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. ®[Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect., indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements ("Claims") that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. ['Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall 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 wilful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, C15155378 Design of the Old Pumping Plant Rehabilitation Professional Services Rev. Feb. 2014 uocu ign tnveiope lu: oz !tut LA,-[ioDC-4 1 ru-HOus-sruul,vosl. I JZ 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 Kev Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY's Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days' notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business. days of the CONSULTANT's receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY' s Purchasing Manager during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. Professional Services Rev. Feb. 2014 015155378 Design of the Old Pumping Plant Rehabilitation uocu Ign tnveiope iu: tSLltu uu-tstS3-4Irl.-HOu3-3ruULDO3l.13L 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: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. Professional Services Rev. Feb. 2014 C15155378 Design of the Old Pumping Plant Rehabilitation uocu ign tnveiope Iu: tlz i Lt.)/ ul,-bCob-4 I rl.-Apui-oruul,Ooiu l 3L 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 because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, 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 the 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 the 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: • All printed materials provided by Consultant to City generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double -sided and printed on a minimum of 30% or greater post -consumer content paper, unless otherwise approved by the 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. • Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the 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 Office. • Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the City, for reuse or recycling. Consultant shall provide documentation from the facility accepting the pallets to verify that pallets are not. being disposed. SECTION 24. NON -APPROPRIATION 24.1. 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 ofthe. 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. C15155378 Design of the Old Pumping Plant Rehabilitation Professional Services Rev. Feb. 2014 uocuign tnveiope iu: of !tut UL-t300b-4 1 r1,-A5u3-sruul,0o31, I JZ SECTION 25. MISCELLANEOUS PROVISIONS. 25.1. This Agreement will be governed by the laws of the State of California. 25.2. 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. 25.3. 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. 25.4. 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. 25.5. 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. 25.6. 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. 25.7. 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. 25.8 If, pursuant to this contract with CONSULTANT, City shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident ("Personal Information"), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City's express written consent. 25.9 All unchecked boxes do not apply to this agreement. 25.10 CITY shall furnish CONSULTANT available studies, reports and other data pertinent to CONSULTANT'S services. The CONSULTANT shall be entitled to use all such information and services provided by CITY in performing CONSULTANT's services under this agreement. 25.11 CONSULTANT shall be named as additional primary insured(s) by the construction contractor's General Liability and Builders All Risk insurance policies. C15155378 Design of the Old Pumping Plant Rehabilitation Professional Services Rev. Feb. 2014 uocuign tnveiope u: ucit u i uu-rsunes-w uut-oosu lot CONSULTANT shall not be responsible for the means, methods, techniques, sequences, or procedures of construction selected by construction contractors or the safety precautions and programs incident to the work of construction contractors and will not be responsible for construction contractors' failure to carry out work in accordance with the Contract Documents unless the means, methods, techniques, sequences, or procedures of construction are specified by the CONSULTANT. /! 1/ // // // // // // // // C15155378 Design of the Old Pumping Plant Rehabilitation Professional Services Rev. Feb. 2014 uocuJign tnveiope iu: b i to / ul,-CbOr3-41 ru-HOus-sruul.00su i sz DocuSign Envelope ID: 83E1D908-9A06-4114-8F2B-341EE9B29D72 25.12 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. 25.13 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement 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 DocuSigned by: jattitt-s �.t t,�u, it�M iea CSe11324VED AS TO FORM: r itip A§ gity Attorney Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": EXHIBIT "C-1": EXHIBIT "D": CAROLLO ENGINEERS, INC. a,"ataeti4 tai 44. Name: Sarwan Wason / �-co�t (k�'� Title: �ssjW VP. I r.t0,,VIP, SCOPE OF WORK SCHEDULE OF PERFORMANCE COMPENSATION SCHEDULE OF RATES INSURANCE REQUIREMENTS C15155378 Deslonofthe Old Pumoina Plant Rehabilitation Professional Services Rev Feb. 2014 vocu Jign tnveiope Iu: oz itotul.-15001:5-4'I I-U-Abu3-3r uvl.5O3u 13L DocuSign Envelope ID: 83E1D908-9A06-4114-8F2B-341EE9B29D72 EXHIBIT "A" SCOPE OF SERVICES OLD PUMPING PLANT (OPP) REHABILITATION I. BACKGROUND The Palo Alto Regional Water Quality Control Plant (Plant or RWQCP) treats wastewater from six communities (the Partners). The City of Palo Alto (City) owns and operates the RWQCP. The service area is a mix of institutional, residential, and commercial uses consisting of approximately 223,100 residents. The Plant has a design capacity of 39 mgd, average treated flow of 20 mgd, and a wet weather capacity of 80 mgd. The plant has two raw sewage pump (RSP) lift stations. The 1934 original pumping plant (now the operations shop) was retired in 1956 with the construction of a pump station with three pumps (Nos. 7, 8, and 9). The operations shop continues to serve as the building housing the MCC for the RSP Nos. 7, 8, and 9. In 1972, another pump station was constructed with a motor room and four RSPs and spaces for two more (Nos. 1, 2, 3, 4, 5, and 6). In 1972, the 1956 pump station was designated as the "Old Pumping Plant" and the 1972 pump station designated as the "New Pumping Plant," or OPP and NPP, respectively. The OPP lifts wastewater from the pretreatment screening units to the primary influent channel via meter station. In 1999, the original screening at the OPP inlet was replaced with new screening/grinder system as part of a project that replaced the flow meter in the adjacent meter pit. A new double drum Channel Monster model CDD6020 grinding system was installed. In 2001, repair work was done on the pump(s) discharge header. The repairs involved installing a 28" OD X 67" long spool piece in 30" OD pipe at the OPP wall penetration and two 30"X28" reducing couplings. 11. SCOPE OF WORK The City of Palo Alto, Department of Public Works, Regional Water Quality Control Plant (RWQCP or the Plant) intends to rehabilitate its old pumping plant. The Consultant (Engineer) shall provide engineering services for evaluation, design of the new pumping system, associated electrical systems and repair of the concrete structure for the pumping station at the RWQCP. Consultant (Engineer) shall provide engineering services during all phases of the project, from preliminary options assessments, design and permitting through support in commissioning and start up. A. Tasks Professional Services Rev_ Feb. 2014 C15155378 Design of the 0td Pumping Plant Rehabilitation uocuign tnveiope iu: oz to/Ul..-t5t5Ob-4 WU-HOW-Jruul.003lAS DocuSign Envelope ID: 83E1D908-9A06-4114-8F2B-341EE9B29D72 Consultant's scope of work shall include, but not necessarily be limited to the following: Task 1 - Design Task 1.1 The wet pit channel has a suction pipe to each of the three pumping units. Design a replacement of all suction piping and piping supports. Task 1.2 The discharge pipe from each OPP pump connects to a 30 -inch welded steel manifold and force main which discharges into the 60 -inch force main to the primary sedimentation tanks. Design a replacement of all discharge piping and piping supports including the header through the wall and to connect to existing fusion bonded epoxy steel force main just outside the OPP pump room wall. Task 1.3 Beside the NPP flow meter, an 18 -inch magnetic -type flow meter measures the OPP raw sewage flow rate in the meter pit, just ahead of the tie-in to the 60 -inch force main. Design a replacement of OPP meter pit piping for installation of 30 -inch line size piping and a new 30 -inch. Magmeter flow meter. The upgrade will allow for an increase in pumping capacity from the OPP. Task 1.4 8, and, 9. The OPP has three existing pumping units, which are RSP Nos. 7, Pump No. HP Manufacturer, Size, & Model Speed Control Rated gpm (mgd) Flow test (mgd)1 TDH RPM 8 70/100 18 -inch Morris ECD Vertical Dry Pit Pump 2 speed 2,500 / 8,400 (3.6 / 12.1) 4.3 / 11.0 38.5 589/710 72 150 18 -inch Morris ECD Vertical Dry Pit Pump None 10,000 (14.4) 10.7 ?? 705 9 75 16 -inch Morris ECD Vertical Dry Pit Pump None 5,600 (8.1) 6.2 39 885 Notes: 1. Flow test dated 10/24/2013 RSP No. 8 (left) and RSP No. 9 (right) 2. RSP No. 7 - In the middle, between Design a replacement of all three pumps and include new VFD controls. Evaluate hydraulic capacity of pretreatment (i.e., channel monster) and new pumping system; increase hydraulic capacity of the system to maximum extent possible. Currently, the motors driving the pumps are located in the motor room at upper elevation (-5.75'). The pumps located in the pump room at lower elevation (- 22.75'), are driven via extension drive shafts. Evaluate, whether submersible we. pump -motor sets can be used in the dry pit, thus eliminating the need for extension drive shafts and freeing up the space in motor room for possible other —4-.7 Professional Services Rev. Feb. 2014 C15155378 Desion of the Old Pumoinci Plant Rehabilitation uocuNgn tnveiope iu: tit Itut IJU-1:500b-4 Irt - k3ui-iruuuotot. 13L DocuSign Envelope ID: 83E10908-9A06-4114-8F2B-341EE9B29D72 use. Task 1.5 RSP Nos. 7 to 9 are provided with swing check valve protection; these pumps are isolated on the discharge and suction side by gate valves. Design a replacement of swing check valves. The check valves should work hydro- dynamically with the pump start/stop cycles controlled by the VFDs. Design a replacement of the manually operated gate valves. The new gate valves are to be electrically operated gate valves. Task 1.6 Each pump seal is protected by W4 water; however the OPP W4 does not pass through the 25 micron filter in the NPP basement. Design new pump seal piping and include 25 micron filter to match plant standard; include filter bypass. Task 1.7 Design replacement controls and level bubbler system for pumping system. Integrate control system with existing iFix HMI screens, SCADA data collection, and Allen Bradley PLC control. Task 1.8 Design replacement of gas monitoring system for confined space entry. Task 1.9 Design replacement power distribution systems from breakers at NPP and new motor control center currently located at the Ops Shop adjacent to the OPP. Task 1.10 Design repairs to structural concrete including the Cathodic Protection system around structure. [Review FCA for all OPP related recommendations] Task 1.11 At the OPP influent well, there is a leak from an abandoned 36 -inch sewer connection to the OPP influent well. Design a solution to eliminate leak (e.g., foam injection, grout injection etc.). Task 1.12 Influent Well -- Include specifications to vacuum out OPP influent well of all debris (e.g. ERS Industrial Services). Task 1.13 Review the (E) pretreatment screening/grinding system for possible retrofit to bar screen and screw press type system. Analyze the cost impact. Task 1.14 Review the -(E) -lifting -lugs -for adequacy: Provide adequate hoisting/rigging for the new equipment. Task 2 — Deconstruction of Existing OPP and construction coordination. Develop plan and work restrictions; as a guide line for the contractor to perform the rehabilitation work (e.g. isolating the OPP wet well by plugging the outlet in the pit next to the OPP). This plan would provide a framework for the contractor to do construction work with minimal impact to plant operation, taking into account the seasonal flow conditions. Professional Services Rev Feb. 2014 C15155378 Design of the Old Pumping Plant Rehabilitation uocuaign tnveiope w: oz i tut uu-Csoot3-4 I rl.-Hour-ar uuuDoa� 1 oz DocuSign Envelope ID: 83E1D908-9A06-4114-8F2B-341EE9B29D72 Task 3 — Services during Bidding Consultant shall assist the City in preparation of construction bid package. Consultant shall respond to the requests for clarification and/or information from prospective bidders. Consultant shall assist the City with preparation of Project addenda and furnish the originals required for said addenda. Consultant shall attend and assist the City at the pre -bid conference and the walk through. Task 4 — Services during Construction Consultant shall review submittals from the contractor for conformance with the Contract Documents. The Consultant shall review and return the submittal comments to the City within seven calendar days. Consultant shall prepare written response to the Request for Information (RFI) submitted by the contractor. The Consultant shall review, comment and retum the RFI responses within seven calendar days. Consultant shall review and validate the Contract Change Order requests submitted by contractor for accuracy and correctness, as requested by the City. As requested, the Consultant shall attend periodic Project Progress Meetings with the Contractor. Please allow for one meeting per month, at the minimum, during the construction phase. Consultant shall provide the technical support to the City during start up and commissioning of the rehabilitated pumping plant. Consultant shall work with Contractor and equipment manufacturer's representatives, as requested by the City. Consultant shall assist the City in monitoring, documenting and/or validating any testing required by the permitting agencies. Consultant shall review the "as -built" or "red line" drawings and documents maintained by the contractor during construction. Upon construction completion, Consultant shall prepare one full size, one half size (11"X17") sets and one electronic copy of the record drawings. The electronic copy shall be in AutoCAD 3D Civil 2010 format. The record drawings shall consist of annotated contract drawings and electronic files showing changes in design and construction. Task 5 — Additional Services and Reimbursables 1. Additional Services Consultant shall provide additional services if requested by the City. These services may include additional work due to extension of project scope, additional deliverables/documents, field testing, or other miscellaneous unforeseen expenses. Professional Services Rev. Feb. 2014 C15155378 Design of the Old Pumping Plant Rehabilitation uocuign tnveiope iu: ucitut uu-tsuors-w iiL DocuSign Envelope ID: 83E1 D908-9A06-4114-8F2B-341 EE9B29D72 2. Reimbursables Fees for this should include miscellaneous costs incurred such as travel, copying documents, telephone charges, film, video, photographs, computer, and postage expenses; and assistance during start up and testing. The expenses for above are reimbursed at cost. III. DELIVERABLES Design Kick-off and Workshops -Meet with the project/plant staff to assess the plant's needs, requirements and restrictions for this project. - Include a minimum of two workshops for this purpose in addition to the kick-off meeting and design review meetings. Design 30% —. Develop Design Criteria - Provide technical memorandum (tech memo) detailing hydraulic design decisions and analysis. The memo should also include the details of the electrical upgrades neededto support the hydraulic design decisions. - Provide preliminary flow diagram, P. & L D.s, electrical single line diagram and proposed control scheme to integrate the new electrical system in the Plant's existing SCADA network. - Provide four sets of technical memorandum and associated documents. Design 60% - Develop constructiondocuments, which include drawings, technical specifications, work restrictions and other special conditions. Consultant shall incorporate all the comments and concerns issued during the previous review. The design shall be the true reflection of City's intent for this project; which is to maximize the pumping plant's RS pumping capacity. Provide four sets of drawings, specifications and other 60% deliverable documents. Provide a cost estimate for the demolition and construction work for each task. Design 90% and Final - Consultant shall perform final updates derived from City's comments and Consultant's own internal quality control and audits. The system design at this stage will include complete construction documents with plans, specifications, design calculations and final construction cost estimate. Prepare the design package to secure applicable permitting and soliciting construction / procurement for each task. Provide two wet stamped hard copies, one digital copy in PDF format and one in AutoCAD 3D Civil 2010 format of the final stamped plans. Provide two hard copies & one digital copy in MS Word format of the final stamped specifications. - END OF SECTION - Professional Services Rev. Feb. 2014 C15155378 Design of the Old Pumping Plant Rehabilitation uocuign tnveiope iu: ucitoiut,-rsuaes-4Iru-r\ous-sruut.,00st, isL DocuSign Envelope ID: 83E1D908-9A06-4114-8F2B-341EE9B29D72. EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones Completion No. of Weeks From NIT 1. Design Kick-off meeting 2 2. Design workshop 1 6 3. Design 30% 9 4. Design workshop 2 14 5. Design 60% 18 6. Design 90% 28 7. Design Final 34 8. Work plan for ( E) OPP Deconstruction . 18 9. Services during Bidding TBD 10. Services during Construction & closure TBD Professional Services Rev. Feb. 2014 C15155378 Design of the Old Pumping Plant Rehabilitation uocu ign tnveiope iu: oz iLu/uL-litI0b-4"Irl,-Houj-3ruuuobju Ii DocuSign Envelope ID: 83E1D908-9A06-4114-8F2B-341EE9B29D72 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. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit "A" ("Basic Services") and reimbursable expenses shall not exceed $264,850. CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed $291,335. 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. 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, does not exceed $264,850 and the total compensation for Additional Services does not exceed $26,485. BUDGET SCHEDULE NOT TO EXCEED AMOUNT Task 1 (Design) Task 2 (Plan for Deconstruction of (E) OPP) Task3 (Services during Bidding) Task 4 (Services during Construction) Sub -total Basic Services Reimbursable Expenses $174,639 $5,675 $15,627 $62,909 Total Basic Services and Reimbursable expenses $264,850 Additional Services (Not to Exceed) $26,485 $258,850 $6,000 C15155378 Design of the Old Pumping Plant Rehabilitation Professional Services Rev. Feb. 2014 uocubign tnveiope iu: oz Itu I -Haul-JruuL.00Jl.IJL DocuSign Envelope ID: 83E1D908-9A06-4114-8F2B-341 EE9B29D72 Maximum Total Compensation $291,335 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto's policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $1,000 shall be approved in advance by the CITY's project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services 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 Work required because the following conditions are not satisfied or are exceeded shall be considered as additional services: 1. Final design and construction package for alternate pre-treatment, such as replacement of existing Channel Monster with new higher capacity Channel Monster or new bar screens and screw presses at OPP. 2. Final design and construction package for replacement of existing electrical switchgear at the NPP if required because of the need for increased capacity ( except replacement of the existing breaker with new breaker). C15155378 Design of the Old Pumping Plant Rehabilitation Professional Services Rev. Feb. 2014 uocuign tnveiope iu: oz i to 1 UL-t500t5-4 1 ru-AoUi-3ruul.00iL I DocuSign Envelope ID:83E1D908-9A06-4114-8F2B-341EE9B29D72 EXHIBIT "C-1" HOURLY RATE SCHEDULE The following pages are the Hourly Rate Schedule for Carollo Engineers, Inc., TTG, V & A Consulting Engineers and ESA. Professional Services Rev Feb. 2014 C15155378 Design of the Old Pumping Plant Rehabilitation DocuSign Envelop( 13E10908-9A06-4114-8F2B-341 EE9829D72 Car ollo Engineers Cost Pr op osal Design of the Old Pumping Plant Rehabilitation Scope Task 1 - Design TOTAL. OT TO EXCEED_ .TASK . .ask 2 - Deconstruction of Existing OPP • Construction Coordina tion TOTAL NOT TO EXCEED. TA SK 2 >k3 - Services During Bidding TOTAL NOT TO EXCEED, TASK 3 r- 4 Services During Construction TOTAL NOT TO EXCEED. TASK 4 Labor Categories Senior Pr olgasiab ,F iProfessional a. _ Te chnician Staff Su' nsultan -.TTG _$uixonsult ant.- V&A •Subconsulta ft-. ESA: Senior Prot ssioi . —'"" `:: •PrOject Pro-fessianat Technician.,__ Support . Staff_. ,gi nnultant-ITG:_, • Senior PliiggiTona q :Pitfessionai 3 Estimated Jiours H ourly te__J Extended Rate. ... 285 3 150' 140 .. 3xL 6:- Te clini 11,, SStaff Subconsultarif $ubconsulta f -..V&A;_ S 15 .627 17 4.639 3 -122:: '.... 3,18Q_ -..-_. 7,1.36. $ 840 15,0,. Senror:Professional 33 :: 180 $223 'ethnuan__ . .. .:. 1 _. ... _:.-$1.40 :.::__2,240 8,. -.$98 s $ 784 $ubconsultant.- JIG. _ I$ubconsultartt - V&A 60 12 31,9 62.909 rtronal Senhce ___ ask 5.1 - Additional .-._._ s -C ask 5.2 - Reimbursables _. A dtli6'ortal`Seriilces • - '� Reimbursableli Costs . ._--- � -�- , 8y0Q0, - C15155378 7cIncacnnn-w-cncH nai+,-acaa-'nInI7 o ni adoienu a u6icno on Design of the Old Pumping Plant Rehabilitation uocuign envelope lu: oz ley /uu-Db5b-4Irl..-HSui-sruul.5oiL iz DocuSign Envelope ID: 83E10908-9A06-4114-8F2B-341EE9B29D72 CAROLLO ENGINEERS, INC. FEE SCHEDULE As of January 1, 2014 Hourly Rate Engineers/Scientists Assistant Professional $154.00 Professional 188.00 Project Professional 223.00 Lead Project Professional 244.00 Senior Professional 265.00 Hss�, Pioie6S1)CMV 1511.0% Technicians • Technicians 140.00 Support Staff Document Processing / Clerical 98.00 Project Equipment Communication Expense 11.70 (PECE) Per DL Hour Other Direct Expenses Travel and Subsistence at cost Mileage at IRS Reimbursement Rate $.56 per mile Effective January 1, 2014 Subconsultant cost + 10% Other Direct Cost cost + 10% Expert Witness Rate x 2.0 This fee schedule is subject to annual revisions due to labor adjustments. Proposal Costs Sheet and Rates C15155378 Design of the Old Pumping Plant Rehabilitation uocu gn tnveiope Iu: t5L I tU/ ul,-bt5Db-4 i rl.,-iiouj-oruuuocot... h Z DocuSign Envelope ID: 83E1 D908-9A06-4114-8F2B-341 EE9B29D72 TG 2014 SCHEDULE OF CHARGES FOR ENGINEERING SERVICES City of Palo Alto — Old Pumping Plant Rehab, RFP #155378 7TG #P116293:o0 August 12, 2014 Page 4 of 8 The fee for our services will be based on the charges listed below. All fee quotations are applicable for a period of 90 days from the date of the proposal to which this schedule is attached. We reserve the right to modify these rates upon 30 days advance notice. Principal Project Manager Project/Senior Engineer Engineer PERSONNEL HOORLY RATES $212 Designer $128 $185 CADD Operator $ 92 $170 Construction Administrator . $145 $145 Word Processor/Clerical $ 72 These rates apply to regular time and travel time in the continental United States. A maximum travel time of eight hours will be charged in any day. Overtime, if required in the interest of the project, will be charged at the above rates for professional personnel and at 1.5 times the above rates for other personnel. Overtime will apply to time in excess of forty hours per week and all time on Saturdays, Sundays, and holidays. In the event of adverse weather conditions or other factors beyond our control, a standby charge of four hours per weekday will be made for field personnel. Reimbursable expenses are in addition to personnel rates. Reimbursables will be billed at cost except as noted below. MISCELLANEOUS CHARGES Passenger Car Plotting (except for in-house use) ANNUAL ADJUSTMENT $0.55/mile with minimum of ...... $ 35/day $3.50/sheet Photo Copy....._.... $ 0.15/page These rates will be adjusted annually effective the beginning of each year. INSURANCE TTG Engineers maintains Professional Liability Insurance with a limit of $5,000,000 per occurrence and $6,000,000 aggregate as well as General Liability Insurance with an aggregate limit of $2,000,000 and will furnish certificates of such Insurance upon request: In the event the client desires additional coverage, we will, upon the client's written request, obtain additional insurance at the client's expense. C1 eigiSreoWoAltu\Prop\OPPRL:hab 081411nDcsign\CtucPropose Design of the Old Pumping Plant Rehabilitation uocuign tnveiope iu: oz I to / ul,-b00t5-4 irt.,-Aoui-orvuu000uisz DocuSign Envelope ID: 83E10908-9A06-4114-8F28-341EE9829D72 V&A CONSULTING ENGINEERS Billing Rates Table FAR Overhead and Multiplier Rates 8115/14 8:18 AM 14-0269 City o1 Palo Alto Title 2013 FAR Overhead Rate Is 2.23 fora 3.553 Multiplier 2012 FAR Overhead Rate is 2.32 fora 3.652 Multiplier King County Audit 2011 201.70 for 3.3187 Multiplier (Michael Kilfilams Email 51151 2011 FAR Overhead Rate Is 2.16 fors 6.478 Mulf/plle. Base Benefits Overhead Fee Hourly 32% 191% 10% Rate Multiplier Standard FAR Salary • Billing Fee Multiplier Updated Rate 2014 Principal -In -Charge Protect Manager Sr. Project Engineer Associate Engineer Assistant Engineer Assistant Engineer Engineering Assistant Engineering Assistant Admin Assist/Clerical Glenn Willson Keith Packard Manny Najar Dan Day Mark Tam Matt Snow . Dalouny Phannavon Yullya Scales Stephanie Lee ESA Billing Rates - 2014 Senior Director Director Managing Associate Senior Associate Associate Project Technicians 79.33 25.38 151.51 25.62 281.85 , 283 3.553 12/10/12 58.17 18.62 111.11 18.79 286.69 221 3.553 819/13 55.05 17.62 105.14 17.78 195.59 206 3.553 .6/24/13 45.19 14.46 86.32 14.60 160.57 165 3,553 2/11113 39.66 12.69 75.76 12.81 140.92 134 3.553 10/27/12 31.73 10.15 60.61 10.25 112.74 134 3.553 3/1/14 38.46 12.31 73.46 12.42 136.65 124 3.553 5/1/13 33.85 10.77 64.28 10.87 119.57 124 3.553 5/21/13 27.88 8.92 53.26 9.01 99.07 82 3.553 .6/3/13 LevelI 226 190 165 130 95 75. Level 11 Level 111 240 205 170 140 110 90 255 21:5 18 150 120 110 Proposal Costs Sheet and Rates C15155378 Design of the Old Pumping Plant Rehabilitation uocu ign tnvelope lu: Scitut ul..-bbbb-4Iru-/ibu3-3ruulAbil, 13L DocuSign Envelope ID: 83E1 D908-9A06-4114-8F2B-341 EE9B29D72 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 t2F.()TTiRT MRNTR AC CPF1'1FIFrl nor niv REQU/RE D TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY YES GENERAL LIABILITY, INCLUDING BODILY INJURY $1,000,000 $1,000,000 PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 - EACH OCCURRENCE $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON -OWNED PROPERTY DAMAGE $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS • SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY'S PRIOR APPROVAL. 11. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY C15155378 Design of the Old Pumping Plant Rehabilitation Professional Services Rev Feb. 2014 uocuign tnveiope iu: oz tut UU-C255t1-4Irk...-Hour-iruuobiU Is DocuSign Envelope ID: 83E1D908-9A06-4114-8F28-341EE9B29D72 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 E»ECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE EMAILED OR MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303. EMAIL: InsuranceCerts@CityofPaloAlto.org Professional Services Rev Feb. 2014 C15155378 Design of the Old Pumping Plant Rehabilitation uocuign tnveiope uu: t3G-!tut uU-b b-4 I1- -Noui-oruut ook.13L CTY OF PALO ALTO City of Palo Alto (ID # 5119) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/10/2014 Summary Title: Design Services for Old Pumping Plant Rehabilitation Title: Approval of Contract No. C15155378 With Carollo Engineers, P. C. in the Total Amount Not to Exceed $291,335 to Provide Design Services for Old Pumping Plant (OPP) Rehabilitation at Regional Water Quality Control Plant - Capital Improvement Program Project WQ- 80021 From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: Approve, and authorize the City Manager or his designee to execute, the attached contract with Carollo Engineers, P.C. (Attachment A) in an amount not to exceed $291,335 for design services for the Old Pumping Plant (OPP) Rehabilitation at the Regional Water Quality Control Plant Capital Improvement Program, Project WQ- 80021, including $264,850 for basic services and $26,485 for additional services. Background The Regional Water Quality Control Plant (RWQP) has two raw sewage lift pump stations one built in 1956 (old pumping plant, or OPP) and one in 1972 (new pumping plant). The OPP lifts raw sewage out of the sanitary sewers up to the main structure for wastewater treatment including primary, secondary, and tertiary treatment as well as final disinfection. The OPP serves as a backup to the new pumping plant when it is out of service for maintenance. Discussion The OPP's concrete structure and its mechanical and electrical equipment have exceeded their useful lives. Pumps and valves leak raw sewage, no longer operate as intended, and utilize outdated and inefficient electrical controls. The concrete City of Palo Alto Page 1 uocu Jlgn tnveiope Iv: +it Itu/vl..-eLSJtb-4l rl,-NDus-sruul.ObiU Ist is deteriorating with corrosion evident in sections of reinforcing steel. The equipment needs to be replaced for safety, efficiency, and operational needs. The OPP rehabilitation project is consistent with the Plant's Long Range Facility Plan (LRFP) completed October 2012 and accepted by Council on July 2, 2012 (staff report ID 2914). The LRFP identified the need to use ongoing Capital Improvement Program wastewater treatment projects to replace or rehabilitate the aging OPP. Scope of Services Description The Consultant shall provide engineering services for evaluation, design of the pumping system, associated electrical systems such as motor control centers (MCCs) and variable frequency drives (VFDs), and concrete repair. The Consultant shall provide services during all phases of the project from preliminary option assessments, design and permitting, and engineering services during bid, construction, and startup. On July 22, 2014 a notice for Request for Proposals for design services for the OPP rehabilitation was posted to the City's website and was sent to five design firms. Proposals were received from four firms on August 19, 2014. Summary of Solicitation Process Proposal Title/Number Design Of Old Pumping Plant (OPP) Rehabilitation At The Regional Water Quality Control Plant - RFP No. 155378 Proposed Length of Project 24 months Number of Proposals mailed &/or emailed 5 Total Days to Respond to Proposal 28 Pre -proposal Meeting Date July 29, 2014 Number of Company Attendees at Pre -proposal Meeting 5 firms Number of Proposals Received: 4 City of Palo Alto Page 2 uocu Jlgn tnveiope iv: tsz!tut ul.-Cbob-4 h z Number of Companies 2 Interviewed Range of Proposal Amounts $199,765 to $372,239 Submitted Evaluation of Proposals An evaluation committee consisting of the RWQCP engineering staff reviewed the four proposals. The committee carefully reviewed each firm's qualifications and submittal in response to the criteria identified in the RFP. The criteria used to evaluate the proposing firms included: Quality and completeness of proposal; quality, performance, and effectiveness of the work plan; proposer's experience; proposer's ability to perform the work within the time specified; cost; proposer's financial stability; proposer's prior record of performance with the City; and proposer's compliance with applicable laws and regulations. Two firms were invited to participate in oral interviews on September 4, 2014. Carollo Engineers was selected because of its understanding of needed design services, the quality, innovation and thoroughness of its proposed work plan, and the professional experience of the key team members. Carollo Engineers submitted the second lowest fee proposal. During Carollo Engineer's presentation and interview, Carollo Engineer's team members best demonstrated an understanding of the Plant's intentions for this rehabilitation project, especially in regards to the electrical system. Additionally, Carollo Engineers has more experience and local Bay area -based team members, which are needed to ensure a satisfactory design of complicated electrical and mechanical systems and to oversee construction issues. Carollo Engineers recently completed two structural infrastructure repair projects for the RWQCP, and their subconsultant, TTG, successfully completed a large capital improvement project design for the RWQCP's standby diesel generators. Carollo Engineers and TTG have substantial understanding of the existing RWQCP corrosion and seismic issues and the electrical system. Carollo Engineers' proposal reflects a more advanced level of thinking and design development compared to other proposals. Several design options had already been investigated and preliminary decision points presented, showing a good understanding of project issues. Carollo Engineers proposed a robust team of mechanical, electrical, and City of Palo Alto Page 3 iocu ign tnveiope Iu: oz.]to/vl.-bones-41 rl.-Aous-orvuUoosl.-ISL structural engineers with professional licenses at both technical and managerial levels. Timeline The base design work is estimated to be completed nine months after the issuance of the notice to proceed; which is estimated to be issued in November 2014 pending funding approval. Construction is estimated to be completed twenty-four months after the issuance of notice to proceed, which is estimated to be issued in January 2016 after bidding process and funding approval. Resource Impact Funds for this project are included in the Plant Equipment Replacement (WQ- 80021) project in the Wastewater Treatment Fund. Policy Implications Authorization of this project does not represent a change in existing policies. Environmental Review This project is exempt from review under the California Environmental Quality Act pursuant to CEQA Guidelines Section 15301 (b), which includes repair, maintenance, and minor alteration of publicly -owned wastewater facilities involving negligible expansion. Attachments: • Attachment A: Contract C15155378 Carollo Engineers (PDF) City of Polo Alto Page 4 tCU • 5Ecua Certificate of Completion velope Number: 821ED7DCB85B41FCA5D33FDDC563C132 Subject: Please DocuSign these documents: Staff Report 5119 Rehabilitate Old Pumping Plant Source Envelope: Document Pages: 30 Signatures: 2 Certificate Pages: 4 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Record Tracking Status: Original 12/1/2014 11:22:24 AM PT Signer Events Grant Kolling grant.kolling@cityofpaloalto.org Senior Asst. City Attorney Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/1/2014 12:16:02 PM PT ID: 9ba6826f-c876-42f2-a997-b8d8158812a0 James Keene nes.keene@cityofpaloalto.org .,ity Manager Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 12/1/2014 6:47:58 PM PT ID: 27c40b93-71ee-492e-9781-b095602eddd3 In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Notary Events Envelope Summary Events Envelope Sent ^ertified Delivered gning Complete Completed Holder: Michelle Nolen michelle.nolen@cityofpaloalto.org Signature —Dccusigned by: itAl \—OC1D3E86A4A3484_. Using IP Address: 199.33.32.254 —Dxusigned by: jAALS '-39E72 98F B2O64 D B... Using IP Address: 199.33.32.254 Signature Status Status Status Status Status Status Hashed/Encrypted Security Checked Security Checked Security Checked Electronic Record and Signature Disclosure Status: Completed .pdf, C15155378_... Envelope Originator: Michelle Nolen 250 Hamilton Ave Palo Alto , CA 94301 michelle.nolen@cityofpaloalto.org IP Address: 199.33.32.254 Location: DocuSign Timestamp Sent: 12/1/2014 11:47:02 AM PT Viewed: 12/1/2014 12:16:02 PM PT Signed: 12/1/2014 12:16:26 PM PT Sent: 12/1/2014 12:16:28 PM PT Viewed: 12/1/2014 6:47:58 PM PT Signed: 12/1/2014 6:48:52 PM PT Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamps 12/1/2014 12:16:28 PM PT 12/1/2014 6:47:58 PM PT 12/1/2014 6:48:52 PM PT 12/1/2014 6:48:52 PM PT CIeLLI UIIII: RCUUIU dllU . ILJ.IId LUIC UIJI:IVu UIC UI CdLCU UI I. IU/ I/LU IJ J.JJ.JJ rlVI Parties agreed to: Grant Kolling, James Keene CONSUMER DISCLOSURE From time to time, City of Palo Alto (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC CONSUMER DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Palo Alto as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Palo Alto during the course of my relationship with you. DocuSign Envelope ID: 570D3D5F-6286-4610-BDE1-114E285C7BAB AMENDMENT NO. ONE TO CONTRACT NO. C15155378 BETWEEN THE CITY OF PALO ALTO AND CAROLLO ENGINEERS, INC. This Amendment No. One to Contract No. C15155378 ("Contract") is entered into July 20, 2016, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and CAROLLO ENGINEERS INC., a California Corporation, located at 2700 Ygnacio Valley Road, Suite 300, Walnut Creek, CA 94598 ("CONSULTANT"). RECITALS A. The Contract was entered into between the parties for the provision of Engineering Services. B. The parties wish to amend the Contract clarify and extend the term for completion of the services specified in Exhibit "A". NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. The following exhibit(s) to the Contract is/are hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference: a. Exhibit "B" entitled "SCHEDULE OF PERFOMANCE". SECTION 2. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. 1 Revision April 28, 2014 DocuSign Envelope ID: 570D3D5F-6286-4610-BDE 1-114E285C7BAB CITY OF PALO ALTO CAROLLO ENGINEERS, INC. c—DocuSigned by: "39E/29BFtl1Ub4DE City Manager By: Rick Chan Name: Rick Chan APPROVED AS TO FORM: Title: —DocuSignneed by: :iUAS,rbtl4bt5 JL44U Special Counsel Attachments: Senior Vice Presidenr EXHIBIT "B": SCHEDULE OF PERFORMANCE 2 Revision April 28, 2014 DocuSign Envelope ID: 570D3D5F-6286-4610-BDE1-114E285C7BAB EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones 1. NTP Completion Date 12/04/2014 2. Design Kick-off Meeting 12/15/2015 3. Design Workshop 1 12/15/2015 4. Design 30% 04/07/2015 5. Design 60% 07/17/2015 6. Design Workshop 2 08/13/2015 7. Design 90% 02/01/2016 8. Design 100% 07/22/2016 9. Work Plan for ( E) OPP Deconstruction 07/22/2016 10. Services During Bidding TBD 11.Services During Construction and Closure 03/31/2018 3 Revision April 28, 2014 DocuSign Envelope ID: CF4961F5-543A-40CB-9302-D04D39C4912A AMENDMENT NO. TWO TO CONTRACT NO. C15155378 BETWEEN THE CITY OF PALO ALTO AND CAROLLO ENGINEERS, INC. This Amendment No. Two to Contract No. C15155378 ("Contract") is entered into February 5, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and CAROLLO ENGINEERS INC., a California Corporation, located at 2700 Ygnacio Valley Road, Suite 300, Walnut Creek, CA 94598 ("CONSULTANT"). RECITALS A. The Contract was entered into between the parties on November 10, 2014, for professional engineering design services in connection with the rehabilitation of the City's Old Pumping Plant Project. B. The Contract was amended by Amendment No. 1 to extend the term of the contract through March 31, 2018. C. The work is taking longer than originally anticipated to complete, and the Parties desire to further extend the time for its completion by six months to September 30, 2018. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. The following exhibit(s) to the Contract is/are hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference: a. Exhibit "B" entitled "SCHEDULE OF PERFORMANCE". SECTION 2. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. SIGNATURES CONTAINED ON NEXT PAGE 1 Revision April 28, 2014 DocuSign Envelope ID: CF4961F5-543A-40CB-9302-D04D39C4912A CITY OF PALO ALTO DocuSigned by: C3" A/ eity8Mfftifteger APPROVED AS TO FORM: cDocuSigned by: sceffive AF t. City Attorney Attachments: EXHIBIT "B": CAROLLO ENGINEERS, INC. DocuSigned by: Bv: CL l —9B7DA73AC859451... Name:Rick Chan Title: Senior vice Presidenr SCHEDULE OF PERFORMANCE -AMENDED 2 Revision April 28, 2014 DocuSign Envelope ID: CF4961F5-543A-40CB-9302-D04D39C4912A EXHIBIT "B" SCHEDULE OF PERFORMANCE AMENDMENT NO. 2 CONSULTANT shall perform the Services so as to complete each milestone by the completion date specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones Completion Date 1. NTP 12/04/2014 2. Design Kick-off Meeting 12/15/2015 3. Design Workshop 1 12/15/2015 4. Design 30% 04/07/2015 5. Design 60% 07/17/2015 6. Design Workshop 2 08/13/2015 7. Design 90% 02/01/2016 8. Design 100% 07/22/2016 9. Work Plan for ( E) OPP Deconstruction 07/22/2016 10. Services During Bidding 09/13/2016 11. Services During Construction and Closure 09/30/2018 3 Revision April 28, 2014 CITY OF City of Palo Alto (ID # 9707) PALO ALT© City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/5/2018 Summary Title: 2nd Reading - Accessory Dwelling Unit Ordinance Update Title: SECOND READING: Adoption of an Ordinance Amending Title 18 (Zoning) of the Palo Alto Municipal Code to Amend Requirements Relating to Accessory Dwelling Units and Junior Accessory Dwelling Units (FIRST READING: October 1, 2018 PASSED: 8-1 Kou no) From: City Manager Lead Department: Planning and Community Environment RECOMMENDATION Staff recommends that the Council conduct a second reading and adopt the attached ordinance (Attachment A). BACKGROUND On October 1, 2018, the City Council reviewed and approved on first reading a draft ordinance amending various elements of Palo Alto Municipal Code (PAMC) Section 18.42.040, Accessory and Junior Accessory Dwelling Units (staff report #9631). The motion cited below, moved by Council Member Fine and seconded by Council Member Scharff, passed with an 8-1 vote (Kou voting no): A. Find the proposed Ordinance exempt from the provisions of CEQA pursuant to CEQA Guidelines Section 15061(b)(3); B. Adopt an Ordinance amending Palo Alto Municipal Code Section 18.42.040, Accessory and Junior Accessory Dwelling Units; C. Direct Staff to investigate private ADU financing that would provide financing in exchange for deed restricted affordable ADUs; D. Eliminate the development fees for JADUs or for garage conversions; City of Palo Alto Page 1 E. Remove "the minimum lot size for the establishment of an accessory dwelling unit of 5,000 feet" from the Ordinance; and F. Refer to Staff and the Planning and Transportation Commission to study the following: i. Perform additional financial analysis to understand the impacts of waiving fees; ii. Establish a few ADU template plans that provide an "off the shelf" approvable project; iii. Create partnership program that identifies architects who specialize in ADUs who can be engaged by home owners to streamline the permit review process; iv. Allow an opt -out provision for homeowners that no longer want to continue to provide their unit as affordable and require payment of fees that were waived; and v. Utilize a third party (e.g. Palo Alto Housing) to administer the program. The Ordinance has been modified to incorporate the Council's changes cited in item E above. The summary of the Action Minutes are available online at the following link: https://www.cityofpaloalto.org/civicax/filebank/documents/67315. The modifications to the ordinance from the original ordinance are shown in double-strikethrough (deletions) and double -underlines (additions). The Council direction regarding the elimination of development impact fees for JADUs and ADU garage conversions, where no expansion is allowed (item D in the motion), requires changes to the chapters in PAMC Title 16 that establish the development impact fees and exemptions (Chapter 16.58, Development Impact Fees, and Chapter 16.59 Citywide Transportation Impact Fee). A separate ordinance will be prepared to make this change and will be forwarded to Council for approval. This ordinance is tentatively scheduled for Council action on November 26, 2018. Attachments: Attachment A: Ordinance Amending ADU and JADU Regulations (PDF) City of Palo Alto Page 2 *NOT YET ADOPTED* Ordinance No. Ordinance of the Council of the City of Palo Alto Amending Title 18 (Zoning) of the Palo Alto Municipal Code to Amend Requirements Relating to Accessory Dwelling Units and Junior Accessory Dwelling Units The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Section 18.42.040 (Accessory and Junior Accessory Dwelling Units) of Chapter 18.42 (Standards for Special Uses) of Title 18 (Zoning) of the Palo Alto Municipal Code ("PAMC") is amended to read as follows: 18.42.040 Accessory and Junior Accessory Dwelling Units The following regulations apply to zoning districts where accessory dwelling units and junior accessory dwelling units are permitted. (a) Accessory Dwelling Units (1) Purpose The intent of this section is to provide regulations to accommodate accessory dwelling units, in order to provide for variety to the city's housing stock and additional affordable housing opportunities. Accessory Dwelling Units shall be separate, self- contained living units, with separate entrances from the main residence, whether attached or detached. The standards below are provided to minimize the impacts of accessory dwelling units on nearby residents and throughout the city, and to assure that the size and location of such dwellings is compatible with the existing or proposed residence on the site and with other structures in the area. (2) Applicable Zoning Districts The establishment of an accessory dwelling unit is permitted in the following zoning districts when single family residential is a permitted land use: Single -Family (R-1), including subdistricts; Two Family Residential (R-2); Residential Estate (RE); Two Unit Multiple Family Residential (RMD); Open Space (OS); Multiple Family Residential (RM); and Planned Community (PC). 4-24(3) Minimum Lot Sizes A. In the R-1 district and all R-1 subdistricts, RE district, R-2 district, and RMD district, and properties zoned Planned Community (PC) where single-family residential is an allowed use, the there is no minimum lot size for the development establishment of an accessory dwelling unit feet. B. In the OS District, the minimum lot size for the development establishment of an accessory dwelling unit is 10 acres. 1 ORD 2018-10-18 ADU Amendment Minor Revisions (44) Setbacks and Daylight Plane A. Except as otherwise provided in this section, accessory dwelling units shall comply with the underlying zoning district's setbacks, including daylight plane requirements. B. Notwithstanding subsection (A) above, no setback shall be required for an existing garage that is converted to an accessory dwelling unit, except as provided in subsection (a)(§6) below. C. In districts permitting second story accessory dwelling units, a setback of five feet from the side and rear lot lines shall be required for an accessory dwelling unit constructed above a garage. (45) Lot Coverage/Floor Area Ratio A. An accessory dwelling unit shall be included in the lot coverage and floor area ratio FAR requirements applicable to the parcel. B. Exceptions: i. Lot Coverage. When the development establishment of an accessory dwelling unit on a parcel with ao existing single family residence that was legally permitted and existing or proposed with a valid building permit as of January 1, 2017, would result in the parcel exceeding the lot coverage requirement, the accessory dwelling unit shall not be included in the calculation of lot coverage applicable to the property, so long as the parcel meets the underlying zoning district's minimum lot size requirement or is substandard by no more than ten percent (10%) of the underlying zoning district's minimum lot size requirement. ii. Basements FAR. In the R-1 district and all R-1 subdistricts, basement space used as an accessory dwelling unit, or portion thereof, shall not be included in the calculation of floor area for the entire site, providing the measurement from first finished floor to grade around the perimeter of the building is no more than three (3) feet. iii. Additional Floor AreaR. When the development of a new one-story accessory dwelling unit on a parcel with ao existing single family residence that was legally permitted and existing or proposed with a valid building permit as of January 1, 2017, would result in the parcel exceeding the maximum floor area ratio, an additional 220 175 square feet of floor area above the maximum amount of floor area otherwise permitted by the underlying zoning district shall be allowed. This additional floor area shall be permitted 2 ORD 2018-10-18 ADU Amendment Minor Revisions only to accommodate the development of the accessory dwelling unit and shall not be applied to the primary residence. (§6) Conversion of Space in Existing Single Family Residence or Existing Accessory Structure Notwithstanding the provisions of subsections (a)(23), (a)(34), (a)(45), (a)(78) and (a)(89), in the R-1 district and all R-1 subdistricts, the RE, R2, RMD and OS districts, and properties zoned RM or Planned Community (PC} where single-family residential is an allowed use, an aAccessory dDwelling uUnit shall be permitted if the unit is contained within the existing space of a single-family residence or an existing accessory structure, has independent exterior access from the existing residence, and the side and rear setbacks are sufficient for fire safety, and if the accessory dwelling unit conforms with the following: i. For the purposes of this subsection (6), the portion of the single-family residence or accessory structure subject to the conversion shall be legally permitted and existing as of January 1, 2017. ii. Notwithstanding the allowance in this section, only one accessory dwelling unit or junior accessory dwelling unit may be located on any lot subject to this sectionConversion of an accessory structure to an accessory dwelling unit may require rebuilding or substantial renovation to comply with the California Code of Regulations Title 24, as adopted by the City of Palo Alto. In such instances, and where the existing accessory structure does not comply with applicable accessory dwelling unit development standards in the zoning district, the structure may be renovated or rebuilt, provided that: A. If the existing structure does not comply with the applicable development standards for accessory dwelling units in the zoning district, the renovated or rebuilt structure shall not increase the degree of non-compliance, such as increased height or size, or further intrusion into required setbacks; B. The renovated or rebuilt structure provides a minimum three foot setback from any interior side and rear lot lines, and 16 foot setback from any street side property line, if applicable; and C. The renovated or rebuilt structure shall comply with subsection f a)(7), below, pertaining to privacy requirements. D. Nothing in this subsection (a)(6)(ii) shall restrict or prevent a renovated or rebuilt structure from being designed to achieve or improve compliance with the development standards applicable to an accessory dwelling unit in the zoning district. iii. No new or separate utility connection shall be required between the accessory dwelling unit and utility service, such as water, sewer, and power. iv. The accessory dwelling unit shall comply with the provisions of subsections (a)(57), (a)(9.10), and (a)(4A11). 3 ORD 2018-10-18 ADU Amendment Minor Revisions v. New floor area may be added to a space converted in accordance with this subsection (a)(6) and shall comply with the all regulations set forth in subsection (a), including but not limited to setbacks, maximum accessory dwelling unit size, and height. (g7) Privacy Any window, door or deck of a second story accessory dwelling unit shall utilize techniques to lessen views onto adjacent properties to preserve the privacy of residents. These techniques may include placement of doors, windows and decks to minimize overview of neighboring dwelling units, use of obscured glazing, window placement above eye level, and screening between the properties. (78) Additional Development Standards for Attached Accessory Dwelling Units A. Attached accessory dwelling units are those attached to the main primary dwelling. All attached accessory dwelling units shall be subject to the additional development requirements specified below. B. Attached unit size counts toward the calculation of maximum house size. C. Unit Size: The maximum size of an attached accessory dwelling unit living area, inclusive of a habitable basement, shall not exceed 600 square feet and shall not exceed 50% of the proposed or existing living area of the primary existing dwelling unit. The accessory dwelling unit and any covered parking provided for the accessory dwelling unit shall be included in the total floor area for the site, but the covered parking area is not included in the maximum 600 square feet for attached unit. Any basement space used as an accessory dwelling unit or portion thereof shall be counted as floor area for thc purpose of calculating the maximum size of thc accessory unit. The minimum unit size shall be established consistent with the Building Code. D. Maximum height (including property in a special flood hazard zone): One story and 17 feet, or no taller than the primary residence at the area of attachment if located in an Eichler Tract identified in the adopted Palo Alto Eichler Neighborhood Design Guidelines. However, in the RE District attached aAccessory dDwelling uUnits may be two stories and 30 feet. In the OS zonoDistrict, attached Aaccessory Ddwelling klunits may be two stories and 25 feet. E. Separate Entry Required for Attached Units: A separate exterior entry shall be provided to serve an accessory dwelling unit. F. Except on corner lots, the accessory dwelling unit shall not have an entranceway facing the same lot line (property line) as the entranceway to the main dwelling unit unless the second entranceway is located in the rear half of the lot. Exterior staircases to second floor units shall be located toward the interior side or rear yard of the property. 4 ORD 2018-10-18 ADU Amendment Minor Revisions G. If covered parking for an accessory dwelling unit is provided in the RE zone, the maximum size of the covered parking area for the accessory dwelling unit is 200 square feet. (89) Additional Development Standards for Detached Accessory Dwelling Units A. Detached accessory dwelling units are those detached from the main primary dwelling. All detached accessory dwelling units shall be subject to the additional development standards specified below. B. The maximum size of the detached accessory dwelling unit living area, inclusive of a habitable basement, shall be 900 square feet.- and the minimum unit size shall be established consistent with the Building Code. i. The accessory dwelling unit and any covered parking shall be included in the total floor area for the site, but the covered parking area is not included within the maximum 900 square feet for detached unit. shall be counted as floor arcv for thc purpose of calculating the maximum size of thc accessory unit. C_Maximum height (including property in a special flood hazard zone): one story and 17 feet, or one story and 12 feet, if located in an Eichler Tract identified in the adopted Palo Alto Eichler Neighborhood Design Guidelines. &D. Setbacks and Daylight Plane: oNotwithstanding subsection (a)(34)(+A), a detached accessory dwelling unit may be located in a rear yard, but must maintain a minimum setback of six feet (6') from the interior side and rear property lines and sixteen feet (16') from a street side yard. No basement shall encroach into a required rear yard setback. No portion of a building may encroach into a daylight plane beginning at a height of eight feet (8') at the property line and increasing at a slope of one foot (1') for every one foot (1') of distance from the property line. a. No projections, such as but not limited to windows, doors, mechanical equipment, venting or exhaust systems, shall be permitted to encroach into the required setbacks and daylight plane, with the exception of a roof eave up to two feet. f --E. If covered parking is provided for an accessory dwelling unit in the RE District, the maximum size of covered parking area for the detached accessory dwelling unit is 200 square feet. (910) Additional Requirements for All Accessory Dwelling Units A. Sale of Units: The Aaccessory dwelling unit shall not be sold separately from the primary residence. B. Short term rentals. The accessory dwelling unit shall not be rented for periods of less than 30 days. 5 ORD 2018-10-18 ADU Amendment Minor Revisions C. Number of Units Allowed: Only one accessory dwelling unit or junior accessory dwelling unit may be located on any residentially zoned lot. D. Existing Development: A single-family dwelling shall exist on the lot or shall be constructed on the lot in conjunction with the construction of the accessory dwelling unit. E. Occupancy: The owner of a parcel proposed for accessory dwelling use shall occupy as a principal primary residence either the primary dwelling or the accessory dwelling, unless both the primary dwelling and the accessory dwelling are rented to the same tenant and such tenant is prohibited from sub- leasing the primary dwelling or the accessory dwelling. F. Prior to issuance of a building permit for the accessory dwelling unit, the owner shall record a deed restriction in a form approved by the city that: includes a prohibition on the sale of the accessory dwelling unit separate from the sale of the single-family residence; requires owner -occupancy consistent with subsection (a)(S10)(vE) above; does not permit short-term rentals; and restricts the size and attributes of the accessory dwelling unit to those that conform with this Ssection 18.42.040. G. Accessory dwelling units shall not be required to provide fire sprinklers if they are not required for the primary residence. H. Street Address Required: Street addresses shall be assigned to all accessory dwellings to assist in emergency response. I. Street Access: When parking is provided, the accessory dwelling unit shall have street access from a driveway in common with the main residence in order to prevent new curb cuts, excessive paving, and elimination of street trees, unless separate driveway access is permitted by the director upon a determination that separate access will result in fewer environmental impacts such as excessive paving, unnecessary grading or unnecessary tree removal, and that such separate access will not create the appearance, from the street, of a lot division or two-family use. J. For properties listed in the Palo Alto Historic Inventory, the California Register of Historical Resources, the National Register of Historic Places, or considered a historic resource after completion of a historic resource evaluation, compliance with the appropriate Secretary of Interior's Standards for the Treatment of Historic Properties shall be required, as determined by the Planning Director. K. No protected tree shall be removed for the purpose of establishing an accessory dwelling unit unless the tree is dead, dangerous or constitutes a nuisance under Section 8.04.050. Any protected tree removed pursuant to this subsection shall be replaced in accordance with the standards +t -in the Tree Technical Manual. 6 ORD 2018-10-18 ADU Amendment Minor Revisions L. Except as modified by this Section 18.42.040, the accessory dwelling unit shall conform to all requirements of the underlying zoning district, any applicable combining district, and all other applicable provisions of this Title 18. (3911) Parking A. No additional parking shall be required for accessory dwelling units. B. If an accessory dwelling unit replaces existing required covered parking, replacement spaces shall be provided. When a garage, carport, or covered parking structure is demolished in conjunction with the construction of an accessory dwelling unit, any required replacement spaces may be located in any configuration on the same lot as the accessory dwelling unit. To comply with this requirement, uncovered or tandem spaces may be provided on existing driveways within the required front and street side yards; and covered parking and mechanical automobile parking lifts may be located in required side and rear yard setbacks in compliance with Section 18.40.050., including, covered spaces, uncovered spaces, or tandem spaces, or by the use of mechanical automobile parking lifts. All new parking spaces and structures shall comply with development standards of the underlying zoning and the applicable parking design standards in Chapter 18.54, except as provided below:: i. The Director shall have the authority to modify required replacement parking spaces by up to one foot in width and length upon finding that the reduction is necessary to accommodate parking in a location otherwise allowed under this code and is not detrimental to public health, safety or the general welfare. ii Existing front and street side yard driveways may be enlarged to the minimum extent necessary to comply with the replacement parking requirement above. Existing curb cuts shall not be altered except when necessary to promote public health, safety or the general welfare. (b) Junior Accessory Dwelling Units (1) Purposes: This Section provides standards for the establishment of junior accessory dwelling units, an alternative to the standard accessory dwelling unit. Junior accessory dwelling units will typically be smaller than an accessory dwelling unit, will be constructed within the walls of an existing single family structure and requires owner occupancy in the single family residence where the unit is located. (2) Development Standards. Junior accessory dwelling units shall comply with the following standards: 7 ORD 2018-10-18 ADU Amendment Minor Revisions A. Number of Units Allowed: Either one accessory dwelling unit or one junior accessory dwelling unit, may be located on any residentially zoned lot that permits a single-family dwelling except as otherwise regulated or restricted by an adopted Coordinated Area Plan or Specific Plan. A junior accessory dwelling unit shall only be located on a lot which already contains one legal single- family dwelling. B. Size: A junior accessory dwelling unit shall not exceed 500 square feet in size. C. Lot Coverage/Floor Area Ratio: i. A junior accessory dwelling unit shall be included in the calculation of lot coverage and FAR floor area ratio applicable to the property. ii. A primary residence lot with a junior accessory dwelling unit shall be permitted to develop an additional 50 square feet of floor area above the maximum amount of floor area otherwise permitted by the underlying zoning district. This additional arca shall be permitted to accommodate the junior accessory dwelling unit. D. Owner Occupancy: The owner of a parcel proposed for a junior accessory dwelling unit shall occupy as a principal primary residence either the primary dwelling or the junior accessory dwelling. Owner -occupancy is not required if the owner is a governmental agency, land trust, or housing organization. E. Sale Prohibited: Ajunior accessory dwelling unit shall not be sold independently of the primary dwelling on the parcel. F. Short term rentals: The junior accessory dwelling unit shall not be rented for periods of less than 30 days. G. Location of Junior Accessory Dwelling Unit: A junior accessory dwelling unit shall be created within the existing walls of an existing primary dwelling, and shall include, at a minimum, the conversion of an existing bedroom. H. Separate Entry Required: A separate exterior entry shall be provided to serve a junior accessory dwelling unit, with an interior entry to the main living area. A junior accessory dwelling may include a second interior doorway for sound attenuation. I. Kitchen Requirements: The junior accessory dwelling unit shall include an efficiency kitchen, requiring and limited to the following components: i. A sink with a maximum waste line diameter of one -and -a -half (1.5) inches, ii. A cooking facility or appliance which does not require electrical service 8 ORD 2018-10-18 ADU Amendment Minor Revisions greater than one hundred and twenty (120) volts, or natural or propane gas, and iii. A food preparation counter and storage cabinets that are of reasonable size in relation to the size of the junior accessory dwelling unit. J. Parking. No additional parking is required beyond that required at the time the existing primary dwelling was constructed. Any required parking displaced with the establishment of a junior accessory dwelling unit shall be restored in compliance with Section 18.42.040(a)(11)(B). K. Fire Protection; Utility Service. For the purposes of any fire or life protection ordinance or regulation or for the purposes of providing service for water, sewer, or power, a junior accessory dwelling unit shall not be considered a separate or new unit. L. Deed Restriction. Prior to the issuance of a building permit for a junior accessory dwelling unit, the owner shall record a deed restriction in a form approved by the city that includes a prohibition on the sale of the junior accessory dwelling unit separate from the sale of the single-family residence, requires owner -occupancy consistent with subsection (b)(2)(WD) above, does not permit short-term rentals, and restricts the size and attributes of the junior dwelling unit to those that conform with this section. SECTION 2. 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 3. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the ordinance would be subsequently declared invalid or unconstitutional. SECTION 4. The Council finds that the adoption of this Ordinance is exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Public Resources Code Section 21080.17 and CEQA Guidelines sections 15061(b)(3), 15301, 15302 and 15305 because it constitutes minor adjustments to the City's zoning ordinance to implement State law requirements related to accessory dwelling units as established in Government Code Section 65852.2, and these changes are also likely to result in few additional dwelling units dispersed throughout the City. As such, it can be seen with certainty that the proposed action will not have the potential for causing a significant effect on the environment. 9 ORD 2018-10-18 ADU Amendment Minor Revisions SECTION 5. This ordinance shall be effective on the thirty-first date after the date of its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: NOT PARTICIPATING: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Assistant City Attorney City Manager Director of Planning & Community Environment 10 ORD 2018-10-18 ADU Amendment Minor Revisions CITY OF PALO ALTO City of Palo Alto (ID # 9684) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/5/2018 Summary Title: New financial participation plan & agreements:Theatreworks, Palo Alto Players, West Bay Opera Title: Approval of new Three-year Operating Agreements With TheatreWorks, Palo Alto Players and West Bay Opera; and for the City to Hold new Revenues Paid by the City's Resident Theatre Companies in Reserve to Help Fund Facility Improvements at the Lucie Stern Community Theatre From: City Manager Lead Department: Community Services Recommendation Staff recommends that the City Council: 1. Approve the City to hold revenues paid by the City's Resident Theatre Companies (TheatreWorks, Palo Alto Players and West Bay Opera) in reserve to help to fund facility improvements at the Lucie Stern Community Theatre (LSCT); 2. Approve new three-year operating agreements with TheatreWorks, Palo Alto Players and West Bay Opera that replace their current agreements. Executive Summary The Lucie Stern Community Theatre is used by three local theater companies: TheatreWorks, Palo Alto Players, and West Bay Opera, who perform approximately 15 theater productions annually. The City's partnership with these companies provide them with an artistic home; an essential component of their ongoing existence, offering stability through the up and downs of the economy during times when cutbacks in government, foundation and corporate funding for the arts are the national norm. In return, the companies collectively provide culturally enriching theatrical experiences for more than 45,000 audience members annually. Their programming and operation at the Stern Theatre is completely separate from the Children's and Cubberley Theatres. In 2016, VenueTech Management Group (VenueTech), a full -service consulting and management firm involved in the planning, capital development and management of community -based organizations and public cultural facilities, was retained by the City of Palo Alto's Community City of Palo Alto Page 1 Services Department (CSD) to provide analysis and planning for the Lucie Stern Community Theatre (Theatre). VenueTech has provided contracted management services for public performing arts theaters for nearly three decades. The firm currently produces and presents more than 1,200 theater events annually and manages five performing arts venues for the cities of Vacaville, Campbell, San Ramon and Downey. VenueTech's work was implemented in two phases. The initial work of the first phase, completed in November 2017, provided an operational analysis of the Theatre, with a focus on best industry practices. The second phase, completed in August 2018, looked at the strategies best suited for the management and operation of the Theatre moving forward. The results of their findings are incorporated into the recommendations brought forward in the Discussion section. Through a series of meetings, conversations and collaborative problem solving, the City, TheatreWorks, Palo Alto Players, and West Bay Opera have agreed on an operating plan that will ensure the historic Theatre remains their artistic home, while being maintained and cared for properly for at least the next twenty years. Staff recommends the approval of a) the terms outlined in the Financial Participation Plan for achieving long term operational and facility sustainability at the Theatre through greater financial participation by the resident theatre companies as per Chapter 2.28 of the muni code Fiscal Procedures; b) new agreements between the City and the three companies (Attachment D: Agreements), updated from a 45 -year -old document that replace the current agreements. The effective date of recommendation 'a' would be July 1, 2019 and recommendation 'b' would be implemented immediately. To adequately plan for these changes in their next season, the resident theatre companies must implement these changes by November 2018. Background The Lucie Stern Community Theatre was built in 1933 and while the three theatre groups in residence at the Theatre continue to achieve new artistic and operational goals, the aging, historic, 85 -year -old facility needs a plan for long-term sustainability due to its many facility and equipment needs. In addition, the 45 -year -old annual agreements with the theatre groups need to be updated and the relationships renewed. While improvements had been made in operations and communications (See Attachment A: Primary Accomplishments — Stern Community Theatre), staff determined a full evaluation and strategic renewal of the operating model and facility was needed. The Stern Community Theatre has been the home to these three performing arts groups since the early 1970's. The Palo Alto Players began in the 1930's as a City program and became its own nonprofit in 1971. TheatreWorks was also a City program and became a nonprofit in the City of Palo Alto Page 2 early 1970s. West Bay Opera had its origins at the Theatre in the 1950s and became a nonprofit in 1973. A description of each group follows: TheatreWorks was founded by San Francisco Bay Area native Robert Kelley in 1970 as a theatre arts workshop for teenage and college students. Chartered by the City to produce work that would reflect the concerns of the community during an unsettled period in American life, the company produced thirteen wholly original works for the stage in its first three years. Although company actors initially performed in a variety of venues, a tradition was established of staging several shows each season at the Theatre. When the Mountain View Center for the Performing Arts opened in 1991, the company began producing five main stage productions there each season, along with at least three productions each season at the Lucie Stern Theatre in Palo Alto. Palo Alto Players became the Peninsula's first theatre company in 1931 when a group of 100 like-minded citizens gathered together to create a theatre dedicated to its community. Initially, productions were held at a makeshift performance space in the Palo Alto Community House adjacent to the train station (now MacArthur Park Restaurant). Soon after, Lucie Stern invited the Players to be the resident theatre company at the Community Theatre. In 1974, the Players dissolved their ties with the Community Services Department, becoming an independent company. Since that time, the City of Palo Alto has continued to support the Palo Alto Players with performance, rehearsal and shop space. West Bay Opera was founded by Henry Holt in 1955. Originally called the Little Opera Guild, the company began presenting fully staged operatic performances. In 1973, the West Bay Orchestra was established. In 1982, the company acquired space for rehearsals, offices, a costume shop and storage on Lambert Avenue in Palo Alto. Annually, West Bay Opera presents three fully staged productions at the Lucie Stern Theatre. In 1973, the City entered into contractual relationships with these three groups, now referred to as the Resident Theatre Companies (RTCs) on a rent-free basis, while the Children's Theatre remained under the direct support of the City. This commitment was reconfirmed in 1989 when the working relationship was again reviewed by the community. The City had also provided them for many years with three full time staff, including a costumer, technical supervisor and theater facilities manager. Over the years as the groups became sustainable nonprofits and the City weathered budget challenges, those positions were eliminated (technical supervisor and facilities manager) or were moved to support the City -operated Children's Theatre (costumer). In FY 2006, the City instituted a Patron Facility Use Fee at the Theatre; modeled after TheatreWorks' revenue agreement with the City of Mountain View. The intention of the fee has been to offset operating costs by applying a surcharge on every ticket sold. The fee is City of Palo Alto Page 3 contractually considered to be compensation in lieu of rent. The fee was last raised approximately seven years ago from $1 per ticket to $2 per ticket. The surcharge currently nets the City approximately $90,000 per year. Direct departmental operating expenses are currently approximately $60,000 per year, utilities are an additional $40,000, and janitorial costs are another $40,000. The City has funded maintenance and improvements at the Children's and Stern Theatres for many decades (See Attachment B: CIP Funded Improvements), including more than $7 million in the last decade for both theatres. Although these major capital needs have been substantial, the aging, historical Stern Theatre has many more future equipment and facility needs that are beyond the City's current resources. Some of the projects that staff have identified include replacement of the theatre seats to increase fire safety and improve the patron experience, and to conduct a professional assessment of all theatre capital needs in order to develop a capital improvement plan for the theatre. Discussion Staff has outlined the major historic, partnership, operational and budgetary issues involved in these recommendations as follows: 1. The City provides the three resident theatre companies with an artistic home; an essential component of their ongoing existence, offering stability through the ups and especially the downs of the economy, during times when cutbacks in government, foundation and corporate funding for the arts are the national norm. In return, the companies collectively provide culturally enriching theatrical experiences for more than 45,000 audience members annually through 15 productions. 2. It is extremely rare for performing arts venues to rent their facility without a charge across the nation and in the Bay Area. The industry norm is for renters to pay both rental fees and ticket fees (See Attachment C: Study of Comparable Theatre Rental Fees — Regional Market). As long-time resident companies of the Stern Theatre, the Resident Theatre Companies understand the uniqueness of free rent, offset by a modest ticket fee. 3. The Stern Theatre is a beautiful, historic building that is currently in need of attention, including both facility improvements and equipment upgrades and replacement. The City has funded maintenance, repairs and improvements through CIP's over many years. However, the City does not have the resources to adequately address all the equipment and facility needs (See Exhibit F: Preliminary Capital Needs). For instance, the City does not have funds to replace all the seats in the 416 -seat house, to improve the dark and narrow lobby and inadequate restrooms, to purchase new lighting equipment and fixtures, and to make the theatre more user-friendly to its patrons. City of Palo Alto Page 4 Related to Approval of New Agreement 4. The updated agreements (See Attachment D: Agreement) between the City and the three resident theatre companies (RTCs) show a much -improved document, with updated language, formatting and terms. Staff has revamped the language in the agreement, updated the terms to reflect increased accountability, clarity of roles and responsibilities, defined policies with a focus on safety. The clarity in the now three-year agreement will help to ensure successful implementation and increased accountability. The RTCs have signed and staff recommends approval of these agreements. These agreements will go into place upon Council Approval, replacing the current agreements, which were placeholders until these agreements were ready. The current agreements will terminate as of November 9, 2018, as per the amendments also attached to Attachment H: Agreement. However, the current insurance policies will continue through June 30, 2018. Related to Approval of Financial Participation Plan 5. The recommended reserve fund for the Stern Theatre has several other precedents. There are similar long term, formal and informal agreements to reserve funding for specific initiatives such as Human Services Resource Allocation Process (HSRAP) funding, Bryant Street Garage Fund, and the Cubberley Property Infrastructure Fund. 6. A Financial Participation Plan was developed and includes a proposed funding strategy for the beginning steps to addressing the maintenance and preservation needs of the Lucie Stern Community Theatre (See Attachment E: Financial Participation Plan.) The Plan would increase the per -ticket payment from the RTCs by $2.00 per patron, with the option of increasing by an additional $1.00 after three years. These new funds would be reserved as an essential, though not exclusive resource, for funding capital improvements at the Stern Theatre. While the RTCs strongly oppose paying a formal rent, they are in favor of increasing their financial participation toward maintaining and enhancing the facility. They have committed to doubling the ticket fee to $4.00 -or paying its equivalency- with the understanding that $2.00 will be reserved for theatre improvements and $2.00 will continue to return to the General Fund to offset operating costs. Staff believes this is a positive step forward as the Financial Participation Plan returns the same revenue to the General Fund, while creating a new revenue source for maintenance, preservation and improvements to the facility and its equipment. It is important to note that the City is not providing a truly working, rental theatre house, as it does not have state of the art equipment, facility upgrades or adequate staffing. The Financial Participation Plan is expected to continue indefinitely but the four parties are hopeful that at the end of its first 20 -years, substantial improvements will have been City of Palo Alto Page 5 realized. Thus, the Financial Participation Plan focuses on a 20 -year commitment. The chart below shows the current and projected revenues. City of Palo Alto Page 6 Ticket Fee Revenues Funding Source Total Per Ticket Fee Average Annual Ticket Sales Total "Per Ticket" Revenue Offset Operating Expenses? Offset for Theatre Improvements? Current ticket fee - $2 Operating Cost Offset Ticket $2 45,000 $90,000 Yes No Increase ticket fee - $2 Building Enhancement Ticket $2 45,000 $90,000 No Yes Total City Revenue Beginning July 2019 $4 45,000 $180,000 Yes Yes Potential ticket fee increase - FY 2022 $1 45,000 $45,000 $0 $135,000 annually NOTES: a. The above chart does not include any increases in revenue due to increased ticket sales by the Resident Theatre Companies. It also does not include any potential for decreased sales should there be dips in the economy causing slower ticketsales. b. Assuming the four organizations agree to increase the Stern Theatre Improvement Ticket payment after the third year of the program (FY 2022) the total potential revenues which would be available to offset the cost of building enhancements would reach $2,565,000 over the 20 years of the projected program (at current cost of money). c. Ticket prices for events produced by the three Resident Theatre Companies are offered within the range of $23 and $95. The average ticket prices for each Company is approximately $35 for Palo Alto Players, $48 for TheatreWorks and $69 for West Bay Opera. Significant discounts are provided to students and season ticket patrons. d. Currently TheatreWorks supplies about half of the $90,000/year revenue at about $50,000, Players about $25,000, and WBO about $15,000. 7. Since the ticket fees are charged to the resident theatre companies in consideration for their use of the Theatre, it is not prudent to include a ticket fee in the Municipal Fee Schedule. This will be changed in the next budget cycle for FY 2020. City of Palo Alto Page 7 8. The Financial Participation Plan (Exhibit E: Financial Participation) includes several other elements. It is expected that the City would make contributions to the Theatre's CIPs as possible to support the theatre improvements, especially for mechanical and electrical upgrades and roof repairs. The theatre groups' additional ticket fee would greatly increase the facility's long-term sustainability and our collective ability to care for the theatre. Over time the funds would build up and trigger the creation of a CIP for an improvement that the four parties agree upon, with the City as the final approver. One of the first uses of these funds would go to fund a Conditions Consultant, who would help assess facility and equipment needs, and formulate a long term, prioritized plan. The City and RTCs have drafted a preliminary list (See Attachment F: Preliminary List of Capital Needs) of improvements needed. 9. In addition to the increase in the ticket fee, the RTCs would also commit annually to a minimum of 25 volunteer hours by each group, to support the Stern Theatre with tasks such as deep cleaning, physical space organization, marketing and outreach. 10. The Financial Plan commits the RTCs to work with the City to explore the feasibility of a capital campaign after five years. The RTCs, as non-profit performing arts organizations, are in a unique position to raise funds for their artistic home, thus closing the anticipated financial gap. After proper assessment of how the new ticket fee (or its equivalent) is working, plus the conditions assessment, the City can determine the full outstanding need and determine if it wishes to work with the RTCs on a capital campaign. 11. The City and three theatre groups also agreed on a Vision, Values and Goals statements as well as Roles and Responsibilities document that defines each party's commitment (See Attachment G: Resetting the Relationship between the City and the Resident Theatre Companies). At the beginning of the Phase 2 Strategic Process, these relationships did not resemble true "partnerships", but rather year-to-year contractual obligations based on historical habit. The re-establishing of a strong partnership relationship with the City's Resident Theatre Companies represents far more than the resulting planning documents. Overall, the Phase 2 work can best be described as a truly cooperative effort, with the real potential of leading to a cultural shift that will provide significant long-term benefits to the City, the three Resident Theatre Companies, and most importantly the arts patrons of the Palo Alto community and surrounding region. All four parties hope that the planning and relationship reset process is the first step in a 20 -year strategy that will lead to enhanced arts experiences for patrons, increased creative and financial success for the nonprofit organizations, a stable and cooperative partnership and significant improvements to the historic Stern Community Theatre. City of Palo Alto Page 8 Resource Impact The current $2 per ticket surcharge will not change and is anticipated to continue bringing in approximately $90,000 per year to offset operational costs at the Stern Theater. Direct departmental operating expenses are currently approximately $60,000 per year, utilities are an additional $40,000, and janitorial costs are another $40,000. The Financial Participation Plan is estimated to generate an additional $90,000 each year, beginning July 1, 2019, earmarked for the Stern Theatre Improvements. CSD staff will work with the Office of Management and Budget and Accounting in the Administrative Services Department to set up a tracking system for the funds and hold them for appropriate use. It is not anticipated that these contracts will generate additional operating costs, but staff's increased commitment to maintenance of the aging theatre will likely result in some additional capital improvement projects being proposed in the near term. The additional $90,000 of revenue will offset costs associated with capital projects for the Theatre, including the projects mentioned above, seat replacement and an assessment of facility needs. Policy Implications Chapter 2.28 of the Municipal Code Fiscal Procedures allows for: Money collected in the name of the city. The solicitation and collection of all money made in the name of or for the use of units of city government by nongovernmental agencies or agents shall be governed by the following procedure: a. The purpose for which money is to be solicited or collected shall be referred to the city council; b. Obtain approval of the city council to enter into such activities on behalf of units of the city government; c. Obtain approval of the city council on the manner and technique by which the money is to be solicited and/or collected; d. Establish with the city council prior to the time of solicitation and/or collection the conditions under which the money is to be given to the city of Palo Alto; e. Report to the city council the total amount of money collected and such costs are to be solicitation and collection of said money within thirty days of collection. Policy L-8.5 Recognize public art and cultural facilities as a community benefit. Encourage the development of new and the enhancement of existing public and private art and cultural facilities throughout Palo Alto. Ensure that such projects are compatible with the character and identity of the surrounding neighborhood. City of Palo Alto Page 9 Policy C-1.4 Promote City parks, open spaces, recreational facilities, libraries, classes and cultural activities for community members recognizing that these facilities and services build and strengthen community. Attachments: • Attachment A - Primary Accomplishments - Stern Community Theatre • Attachment B - CIP funded improvements at Stern and Children's Theatre, 1972 -Current • Attachment C - Study of Comparable Theatre Rental Fees — Regional Market • Attachment D - Theatre Agreements • Attachment E - Financial Participation Plan • Attachment F - Preliminary Capital Needs • Attachment G - Resetting the Relationship between the City and the Resident Theatre Companies • Attachment H - Amended Theatre Agreements City of Palo Alto Page 10 Attachment A Primary Accomplishments — Stern Community Theatre Resident Theatre Companies: A Sample of Significant Achievements (2013-2018) TheatreWorks: ■ Produced 6 world premieres and helped develop over 40 additional new works. ■ Produced five New Works Festivals ■ Engaged 10,000 in the experience of creating new plays and musicals ■ Reached over 500,000 patrons and 100,000 students ■ Received Best Production of the Year award from The Bay Area Critics Circle Awards for the world premiere of The Four Immigrants: An American Musical Mango. Palo Alto Players: ■ Celebrated its 85th Anniversary in 2016 and continues to be one of the longest running theatre companies in the Bay Area, serving over 14,000 audience members and over 200 artists and volunteers each year ■ Honored with both Theatre Bay Area and Bay Area Theatre Critics Circle nominations and awards over the last 5 years ■ Produced its first family show in 2016, Disney's "The Little Mermaid." Since 2015 increased contributed funding 350%, and doubled the number of donors. West Bay Opera: ■ Completed $100,000 capital campaign to replace roof, paint, install flooring, and redevelop costume shop at their Holt Building ■ Initiated the West Bay Opera NOW (New Opera Works) program, devoted to showcasing operas by Latin American composers ■ Opera In The Schools (OITS) program has visited over 100 schools on the Peninsula and South Bay and provided tens of thousands of children their first exposure to opera. With limited personnel and budgetary resources, it has been challenging to preserve the Stern Community Theatre or enhance the operation over the past decade. The specific tasks required for management of the Theatre has been assigned to various city staff in the Arts and Sciences Division who have added these duties to their primary daily responsibilities. Over the past approximately 5 -year period, a number of important achievements have been accomplished at the initiative of City staff: Organizational: ■ Organization of annual meetings for executive leadership of three resident theatre companies (RTCs) and A&S Division staff to meet to discuss policy, procedures, issues and updates. ■ Implementation of use of City logo in theatre groups' collateral materials. ■ Improvements in scheduling and scheduling of ancillary spaces to maximize efficient use of space. ■ Creation and implementation of three checklists for use during each production to ensure accountability. ■ New process for the Resident Theatre Companies scheduling space at Stern Community Center was implemented, that aligns with City's rental practices, but still allows for theatre groups to reserve some adjacent space to the Stern Theatre at no charge. ■ Cubberley Theatre's producer became point person for theatre groups at Stern Theatre, in charge of coordination and communications. ■ Cubberley Theatre's theatre technicians oversee load ins and load outs at Stern Theatre. ■ Former long- term house manager leaves employ of the City. Facility: ■ Major CIPS for audio board, mechanical and electrical, fire completed. ■ Catwalk repair completed. ■ Resolution of sound bleed problem with improved communications and coordination, when Stern Community Center (SCC) renters' amplified sound from SCC Courtyard bleeds into ST. ■ Rat and bee invasions eliminated (or greatly reduced). ■ Major deep clean of scene shop and costume shop completed over twoyears. ■ Major clean out of basement of theatre almost completed. ■ Fire Marshall and Public Works inspect facility for safety and weight limits and update safety policy for the facility. Current/In progress: ■ Web page for resident theatre groups created. ■ Funds are being identified for new intercom/paging system, new lighting board. ■ Clean out of upstairs prop storage space to occur in FY19. ■ Assessment of how best to use City staff considering the house manager position is only position solely dedicated to the Stern Theatre and it is potentially the least needed (see Exhibit A above). ■ Assessment of availability of ancillary spaces for use by Children'sTheatre. ■ Plans for Signage for ST and the rest of Rinconada Park's west end amenities are in development for completion in FY21, with theatre groups renting space on signage as needed/desired ■ Develop long -lead list for equipment replacement and repair needs. ■ Develop improved reporting structure. ■ Regularize production meetings between RTGs and City's ST point of contact. Attachment B: CIP funded improvements at Stern and Children's Theatre, 1972 -Current Estimated Total Expenditure 2008-201.8: $7.1 million 1. PF - 09002 : Lucie Stern Community Center and Theatre Exterior Paint / 2008-2013 This project provides for the exterior painting of the Lucie Stern Community Center and Adult Theatre. The new exterior painting will match the existing colors. Estimated Expenditure - $95,326 2. AC - 09002 : New Sound System for Lucie Stern Community Theatre / 2009-2010 This project will purchase a new sound system for the Community theatre that includes sound mixer, house speakers (including a new center luster), audio snake system to connect the booth and the right back -of -house, amplifiers, audio patch for microphones and speakers, hard drive audio editing/storage unit and CD recorder/player, and monitor speakers in the costume shop and rehearsal hall. Estimated Expenditure - $179,250 3. PF - 01003: Building Systems Improvements / 2009-2013 These upgrades may include main and emergency power sources, fixtures, fire alarm systems and devices, HVAC, and structural repairs or reinforcement. This project provides for system upgrades required for updated code compliance. Facilities identified for upcoming work include Jr Museum, Golf Course Clubhouse, and Lucie Stern Theatre and Community Center Estimated Expenditure - $1,149,691 to date/in progress 4. PF - 02022: Facility Interior Finishes Replacement / 2012-2016 Work scheduled includes replacement of floor finishes such as carpet and tile. FY 2013 — Lucie Stern Community Theatre and City Hall floors 5 & 8 Estimated Expenditure - $1,566,854 to date/in progress 5. PE - 14015 : Lucie Stern Buildings Mechanical and Electrical Upgrades / 2012-2017 This project provides funding to replace and upgrade mechanical and/or electrical systems, fire/ life safety and finishes as necessary at Lucie Stern Children's Theatre; Lucie Stern Theatre and Scene Shop; and Lucie Stern Community Center. The systems will meet current code and user needs, and optimize operational and energy efficiency. Estimated Expenditure - $3,912,347 to date/in progress 6. AC - 17000: Performing Arts Venues Soft Goods Replacement / 2016-2017 This project provides funding for the replacement of existing soft fabric goods in City performing arts venues and to bring the goods in the facilities up to fire code, which requires that all hanging fabric be certified as fire retardant. The soft goods must be flame-retardant with up-to-date flame certification in the Children's Theatre, Community Theatre and Cubberley Theatre. Soft goods refer to: 1) theatre drapes and stage curtains: large pieces of cloth used for purposes such as backdrops to scenery, or to mask backstage areas of a theater from spectators; 2) cyclorama: a vertical backdrop usually made of heavy fabric drawn tight to achieve a flat surface; 3) scrim: a large piece of fabric which serves as a drop or border for creating the illusion of a solid wall, backdrop, or creating a semi -transparent curtain when lit from behind. Estimated Cost: $15,000 Children's Theatre; $20,000 Community Theatre; $20,000 Cubberley Theatre. Estimated Expenditure - $41,912/in progress 7. AC - 18000 : Performing Arts Venues Seat Replacement / 2017-2019 This project provides funding for the replacement of damaged seats in City performing arts venues. Many seats have broken hinges which may cause the seat to block a fire exit or create a tripping hazard if it is not able to be kept in an upright position. Estimated Expenditure - $75,000 8. AC - 09001 : Replacement of Children's Theatre Audio and Visual Monitoring Systems / 2009- 2010 To replace the non-functioning Children's theatre audio and visual monitoring systems, and to expand the monitoring systems to the Wang Library/Rehearsal Hall and the Magic Castle Stage. This includes an audio and video monitoring system, paging system, and intercom system. Estimated Expenditure - $106,601 9. Pre -SAP CIP - Community Theatre HVAC Upgrades (1999 — 2000) 10. Pre -SAP CIP - Children's Theatre Addition ("'1997) Phase II - Stage building with the outdoor seating area 11. Pre -SAP CIP - Children's Theatre Addition ("'1992) Phase I - Workshop Area 12. Pre -SAP CIP - Main & Children's Theatre Heating and Ventilation Improvements ("'1982) 13. Pre -SAP CIP - Community & Children's Theatre, Stern wing, Wings A&B - Heating & Ventilation (1982) 14. Pre -SAP CIP - ("'1982) Theatres Rehab. Project - Phase II (Children's & Community Theatre) 15. Pre -SAP CIP - (^'1980) Theatres Rehab. Project - Phase I (Children's & Community Theatre) 16. Pre -SAP CIP - ("'1970) Children's Theatre Improvements 1,0001.4.00 01.0000 000, 0 .110111.1.10 ,000 00,0 OM 14 0,000 2001000 0.00 .000 500(001 91, 99,000 IBS 500.00,0,11 00000 Espa 4000 1 fi T fi fi 300 0,00 900/0/0 fi fi ralla AGREEMENT FOR PERFORMING ARTS SERVICES BETWEEN THE CITY OF PALO ALTO AND (THEATRE GROUP) THIS AGREEMENT FOR PERFORMING ARTS SERVICES ("Agreement") is made and entered into as of the day of , 2018 by and between THE CITY OF PALO ALTO, a Califomia chartered municipal corporation ("City") and TheatreWorks Silicon Valley (Organization Name), a California nonprofit public benefit corporation, located at 350 Twin Dolphin Drive, Suite 127, Redwood City, CA 94065_(Address) (telephone: 650-463-1950 ) ("Contractor") (individually, a "Party" and, collectively, the "Parties"). 1. Services. During the Term of this Agreement Contractor shall present that portion of Contractor's Performances of its annual scheduled Productions that are produced at Facility pursuant to the Schedule approved by City for the Compensation set forth below, pursuant to the terms and conditions of this Agreement. 2. Facility. Facility shall mean the City -owned Lucie Stem Community Theatre, and for purposes of this Agreement, the Facility, is deemed to include those portions of the Lucie Stem Community Theatre including, but not limited to, the theatre, lobby, green room, dressing rooms, scene shop, paint shop, light and sound booth, flat storage, rehearsal hall and costume shop. 3. Performance. Performance shall mean a single instance of a staged theatrical Production pursuant to a Schedule for a single fiscal year (July 1, through June 30). 4. Production. Production shall mean all activity from inception to completion to include multiple Performances together with such normal activities to include but not limited to load -in, load -out, set building, lighting design, rehearsal, and activities taking place in the auditorium, stage, paint shop, scene shop, flat dock, costume shop, green room, dressing rooms, rehearsal hall, lobby, hallways and outdoor areas adjacent to Facility (collectively the "Production") pursuant to the Schedule. 5. Resident Theatre Companies. Resident Theatre Companies shall mean TheatreWorks Silicon Valley, Palo Alto Players, and West Bay Opera. 6. Schedule. Contractor's Schedule shall mean that particular schedule for all of its activities related to its planned Productions and Performances to be performed in one fiscal year as submitted to City Project Manager no later than fifteen days after they announce their annual season for the following calendar year. a. Resident Theatre Companies shall have the right of first refusal for scheduling and use of Facility over all others except for the City. Page 1 b. City shall control and maintain a master theatre calendar to accurately reflect the actual usage of each production space, including the date and purpose of each scheduled date. c. Dates of use shall be reserved on the master theatre calendar by the City Project Manager no later than fifteen days after the announcement of the annual season for each of the Resident Theatre Companies. This use reservation may be initially identified or blocked as a full day of use. However, to maintain complete information relating to actual Facility use, each Resident Theatre Company must provide the City Project Manager with clarification of the time and purpose of each day of use on the Master Theatre calendar no later than twenty-one (21) days after the completion of each Production. d. For the avoidance of doubt, the City, with advance notice and justification, has the right to change, cancel and control the scheduling of any and all activities, including Performances, at Facility. The City may delegate at its sole discretion the scheduling responsibility to one of the three Resident Theatre Companies. Such delegation shall be made in writing by the City and may be revoked by City at any time. 7. City's Project Manager. City shall assign a City employee, excluding any Party that may have a conflict of interest, as its Project Manager for the Term of this Agreement who shall be act on the City's behalf on all matters related to the use of Facility. City Project Manager shall have the authority to assign matters relating to the day-to-day use of Facility to a City employee who shall be referred to "Facility Coordinator". 8. Contractor Liaison. Contractor shall assign a Contractor employee as a liaison between Contractor, City and City Project Manager and as a liaison with other Resident Theatre Companies for all matters related to the use of Facility. 9. Operating Policies for Contractor Services. The Services shall be performed by Contractor pursuant to this Agreement and all Exhibits in particular, the "Operating Policies" attached hereto as Exhibit D. The City reserves the right to change or modify the Operating Policies during the Term of this Agreement provided however that City shall give Contractor a written thirty (30) day notice of same. 10. Term, Termination & Breach. This Agreement shall commence as of (DATE) and shall terminate on June 30, 2021 (the "Term"). The Term of this Agreement may be renewed for an additional three (3) year term by mutual agreement of the Parties to this Agreement. a. Termination for Material Breach & Cure of Default. This Agreement may be terminated upon material breach by either Party as set forth herein. The term "Material Breach" shall mean any material breach or default by a Party of any material covenant, duty or obligation under this Agreement. b. Notice & Cure. The non -defaulting Party shall provide written notice of its intention to terminate and declare a Material Breach or default under this Agreement, stating the reasons for the notice and the date of intended termination. The defaulting Party shall have a period of sixty (60) days to cure the breach. Upon the expiration of the cure period and where cure is not achieved within said cure period, or in instances Page 2 where the breach cannot be cured within sixty (60) days, efforts to cure the breach have not commenced or are not being diligently pursued, this Agreement shall terminate immediately upon receipt of written notice of termination by the non - defaulting Party. c. Material Breach by Contractor. Contractor breach of the following provisions of this shall be deemed a "Material Breach" for purposes of this Agreement and shall include failure of performance of any provision in (i) Section 1 through 14 of this Agreement or of any provision in Exhibits A, C, D, and E. d. Material Breach with regard to public safety must be cured by Contractor no later than 48 hours from receipt of notification of such violation. 11. Compensation. Contractor shall compensate City for the use of Facility, including use during public events and use for all other times when there is no public event. Compensation shall be derived as follows: a. Operating Cost Offset Fee: Contractor shall pay City $2.00 for each ticket sold for events with paid admission. This charge compensates City for use of Facility for all such days scheduled by Contractor, including performances, load -in, load -out, set building, rehearsal, and dark days. There shall be no additional compensation for use of Facility on days where no tickets are sold. b. Stern Theatre Improvement Fee: Commencing on July 1, 2019, Contractor shall pay City an additional $2.00 for each ticket sold for events with paid admission to indirectly offset the costs of building maintenance, enhancements, improvements, repairs and new equipment and furnishings for Facility. This fee may go up to $3.00 per ticket sold as of the new term beginning July 1, 2021. c. Funding of Fees: Contractor has sole authority to allocate the funds required for this payment to City from any revenues generated by the Contractor organization. d. Stern Theatre Improvement Annual Plan: Funds collected by the City from payment of Stern Theatre Improvement Fee shall fund improvements to the Facility as appropriated by and specified in the annual City budget. Items to be funded shall be recommended to City each year by a committee with representation from each of the three (3) Resident Theatre Companies and City staff. e. Facilities Attendant: At the discretion of the City, Contractor shall provide compensation for the Facilities Attendant present at each performance, at prevailing rates as set forth in the Municipal Fee Schedule. 12. Payment of Compensation: Contractor shall pay City all required Compensation within thirty (30) days from the completion of each Production run. Payment shall be made in full and shall be reconciled against actual ticket sales. Along with payment, Contractor shall provide City with a printed report from their automated box office system that provides detailed ticket sales data for the Performances included in the payment. This "Event Ticket Page 3 Sales Report" must include final sales data for each date of the performance iun, the total performance run, total ticket sales, ticket sales by pricing category, total sales revenues and issued complimentary tickets. If such report is not available within the automated box office system and Contractor is unable to develop such customized report, Contractor shall submit a report or multiple reports that will provide City with the required information. 13. Late Payments: If Contractor is late on payments, the City may, in its discretion, add a three percent (3%) surcharge levied for payments received between 31 days and 60 days after the closing date of the Production, a four percent (4%) surcharge levied for payments received between 61 days and 90 days after the closing date of the Production, and a five percent (5%) surcharge levied for payments received in excess of 90 days of the closing date of the Production. Payment must be accompanied by the production report specified in Exhibit C, Section (9), "PRODUCTION REPORTS AND RECORDS," item (a) before payment will be considered to have been made. 14. Indemnity: Contractor shall defend, indemnify and hold harmless City, its officers, contractors, agents, and employees and Facility from and against (a) any demands, claims, or liability of any nature, including injury or death or property damage, arising out of or in any manner related to performance or nonperformance by Contractor , its officers, agents, employees or any persons brought onto the Facility premises by or through Contractor, (b) any claims or demands made against City, its officers, agents or employees by reason of any infringement or alleged infringement of any copyright or trademark caused by or alleged to have been caused by Contractor or its subcontractor(s) under this Agreement, (c) any penalties imposed on account of the violation of any law or regulation or of any term or condition of any permit in connection with this Agreement, or (d) any damage arising under this Agreement from any loss or damage to materials and equipment owned, rented or borrowed by Contractor, its employees, subcontractors, participants, volunteers, sponsors or any others engaged in connection with the Services rendered by Contractor under this Agreement. 15. Insurance: Contractor, at its sole cost and expense, shall obtain and maintain in full force and effect throughout the Term of the Agreement insurance coverage pursuant to Exhibit E "Insurance Requirements". Cooperation: The Parties shall in good faith cooperate in all matters under the terms and conditions of this Agreement. Furthermore, the Parties agree to adhere all terms as outlined in the then current version of the Theatre Operating Plan (TOP) including its attachments, regarding jointly agreed upon Financial Participation Plan, Commitments (roles and responsibilities) and Joint Mission, Values and Goals. 16. Amendment: This Agreement this may be amended or modified only by written agreement, signed by the Parties to be bound. 17. Assignment: This Agreement may not be assigned by either Party, without the express written consent of the other Party or its successor in interest. 18. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Page 4 19. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. 20. Venue: Any action or suit or proceeding with respect to this Agreement shall be brought exclusively in the state courts of Santa Clara County, in the State of California or, where otherwise appropriate, exclusively in the federal courts of the Northern District of California. 21. Entire Agreement: This Agreement and the terms and conditions set forth in the attached Exhibits, and any Appendices or Attachments represent the entire Agreement between the Parties. All prior agreements, representations, statements, negotiations and undertakings whether oral or written are superseded hereby. 22. Exhibits, Appendecies, and Attachments: The Exhibits listed below, together with Appendices A through E are attached hereto and are incorporated herein by this reference. The Parties acknowledge that this Agreement shall have no force or effect unless all such Exhibits and Appendices are attached hereto. Exhibit A: Responsibilities of Contractor Exhibit B: Responsibilities of City Exhibit C: General Conditions Exhibit D: Facility Operating Policies Exhibit E: Insurance Requirements Appendicies: Building Safety Responsibility (Appendix A) Conduct in City Facilities (Appendix B) City of Palo Alto Safety Policy (Appendix C) Zero Waste Plan (Appendix D) City Report of Accident/Property Damage (Appendix E), 23. Order of Precedence: For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Agreement, the contract documents shall have the order of precedence as set forth below. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City, a. Order of Precedence i. This Agreement (before all Exhibits) ii. Exhibit C: General Conditions iii. Exhibit E: Insurance Requirements iv. Exhibit A: Responsibilities of Contractor v. Exhibit B: Responsibilities of City vi. Appendices vii. Exhibit D: Facility Operating Policies Page 5 SIGNATURES OF THE PARTIES TO AGREEMENT NO. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT THE DAY, MONTH, AND YEAR FIRST WRITTEN ABOVE THE City OF PALO ALTO, a municipality chartered under the laws of the State of California By: Its: City Manager TheatreWorks Silicon Valley (Organization Name) a California non-profit public be efi t corporat;on By: (Prm ull Name REPRESENTATIVE FOR City Board of Directors Chair (Print Full Title) I.R.S. Number: _ 94- 2831245 Address: 350 Twin Dolphin Drive, Suite 127 Redwood City, CA 94065 Telephone: 650-480-1950 Page 6 EXHIBIT A RESPONSIBILITIES OF THE CONTRACTOR Contractor shall comply with the duties in this Exhibit A: 1. Contractor shall abide by the Facility Operating Policy (Exhibit D) established by City for the use of Facility, equipment, and other production elements. 2. Contractor shall abide by the following: Building Safety Responsibility (Appendix A) Conduct in City Facilities (Appendix 8), City of Palo Alto Safety Policy (Appendix C), Zero Waste Plan (Appendix D), and City Report of Accident/Property Damage (Appendix E). Contractor shall follow safety procedures for the use of power and hand tools, mechanical lifts, etc. including the use of safety goggles, ear protection, face shields, safety cables, outriggers, and all other safety provisions, as described in Building Safety Responsibility (Exhibit A). 3. Contractor's use of Facility must conform to the City's safety and fire codes and policies: Building Safety Responsibility (Appendix A) Conduct in City Facilities (Appendix B), City of Palo Alto Safety Policy (Appendix C), 4. Contractor's use of Facility must demonstrate ample awareness of the Facility's age and guard against unnecessary wear and tear. The scope of Productions by Contractor must not stress the Facility unduly and must be designed within its restrictions of scope and scale. Productions that are deemed by the City to stress the Facility, such as causing excessive wear and tear or exceeding weight limits or safety regulations, will not be allowed. 5. Contractor shall bear sole responsibility for the control and supervision of all production activities and personnel associated with the events produced by Contractor. 6. Contractor shall be responsible for the safety and security for all personnel, patrons and participants. Contractor shall provide awareness and training to all personnel of their obligations and responsibilities under this Agreement. If City deems that any procedure followed by Contractor is unsafe, City has the authority to require the immediate suspension of such procedure. Contractor shall prevent or quickly mitigate any fire hazards or any items identified by the Fire Department during Facility inspections. 7. Contractor shall provide City with a copy of their Injury and Illness Prevention Policies which shall ensure that Contractor shall exercise safe practices in the use of City facilities and equipment, maintain and clear work areas, and, within twenty-four (24) hours, report, on a form provided by City (Appendix E), information regarding accidents. Immediately report to City on a form provided by City any breakage, malfunction, deterioration or loss of any of the City's resources (including musical instruments, tools, lights, sound equipment, props, curtains, etc.). Contractor will be responsible for costs of any repairs or necessary replacement needed due to breakage, malfunction, deterioration or loss Page 7 (including possible theft) as a result of Contractor's willful, negligent, and/or reckless acts or omissions. Contractor shall immediately discontinue any activity in which an unsafe or dangerous condition exists. Contractor shall train and supervise Contractor's staff and volunteers on safe theatre practices and adhere to City's safety procedures and guidelines. Contractor shall be solely responsible for the control and supervision of such participants. All such personnel shall be deemed the sole agents and employees of Contractor and shall be notified by Contractor of this circumstance. If, in the opinion of any City or Contractor employee, Contractor is conducting an activity in an unsafe manner, Contractor or its agents shall be informed and shall immediately discontinue such activity until such activity is able to be conducted in a safe manner approved by City staff. 8. Contractor shall replace or repair or cause to be replaced or repaired by factory authorized technicians City -owned equipment, instruments or materials identified by Project Manager or Facility Coordinator as having been lost, damaged or destroyed by Contractor or its agents. A written report must be made on a City form whenever City equipment is lost, damaged, or destroyed by Contractor. 9. Contractor shall bear responsibility for providing appropriate auxiliary aids, interpretive services and accommodations where they are necessary to achieve an equal opportunity for patrons to participate in and enjoy the benefits of public performances produced under the Agreement, in conformance with the Americans with Disabilities Act (ADA) of 1990 guidelines and requirements as amended. Printed programs shall include the following statement required by the Americans with Disabilities Act: "Persons with disabilities who require information on 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: ADA Coordinator, City of Palo Alto, 650-463-4952 (Voice) or ada@Cityofpaloalto.org (Internet). 10. Contractor shall maintain good standing as an independent, non-profit corporation under the laws of the State of California. 11. Contractor's signs or displays to be located on or in the Facility to are subject to approval by City. All displays may be put up at load -in and must be removed during strike. Inside the Facility, no display materials may be placed upon stucco walls. Lobby displays may be placed only on the lobby display boards, and all fasteners must be removed at the time display is taken down. Nothing may be posted on the exterior walls or doors of the Facility or in the Lucie Stern Community Center courtyard, except for items in the display case and an approved production name sign hung from the theatre balcony. Marquee signs must be constructed of light weight material, and shall be secured in such a way that the sign is unlikely to become dislodged by normal vibration or seismic activity. Signs shall be of a standard size no larger than ten feet in length and eight feet in height. All marquee signage must be attached to the theatre balcony with rigging so that the sign may be safely and easily removed for limited periods during photography shoots, special events, or building maintenance. Page 8 12. Contractor shall, within six hours after the conclusion of the final Performance clean and clear from the Facility, including the auditorium, stage, paint shop, scene shop, flat dock, and costume shop, green room, dressing rooms, rehearsal hall, hallways and outdoor areas adjacent to theatre and shop. Disassemble and store, to City's reasonable satisfaction, scenery, properties, and other production elements, within six hours after the fmal performance or on such other time schedule mutually agreed upon between Contractor and City and the incoming authorized user of the Facility, if any. The stage shall always be returned to its basic set-up as established by Project Manager or his/her designee unless there is a mutual agreement with the incoming group that has been approved by Project Manager or his/her designee. All items on the CHANGEOVER CHECKLIST are to be performed unless there is a mutual agreement with the incoming group that has been approved by the Project Manager or his/her designee. The Project Manager or his/her designee will sign a copy of the CHANGEOVER CHECKLIST form at the completion of the strike to signify acceptance of clean and neat facilities. The City shall, at its sole discretion, recover all of its costs, including staff time, from Contractor if Contractor fails to comply with this Section and City must clean and clear the Facility of Contractor's items. 13. Storage, paint, scene, and costume spaces shall always remain clean and clear of Contractor's materials other than those materials necessary for the ongoing maintenance and repair of the sets and costumes. 14. In addition to regular clean up, Contractor is responsible for participating in annual, deep clean ups of the Stern Theatre complex, up to 25 person hours per each theatre group. 15. Rehearsal Hall shall be cleared of all materials, except major set pieces and any rehearsal props and costumes, after each daily use. Rehearsal Hall is to be completely cleared within twenty-four (24) hours of final use. Kitchen, restrooms and dressing rooms shall be cleaned and cleared after each daily use. Trash, recycling and compostable materials are to be removed from all areas daily. Recyclables and compostable materials shall be placed in the recycling and composting carts near the trash dumpster and garbage and trash shall be placed into the dumpster. Contractor shall reduce waste, reuse and recycle per the City's Zero Waste Plan (Appendix D). Office space and hallways shall be kept continually clear, clean and orderly and neither space shall be used for the purpose of set, prop, or costume storage. Materials may not be left or stored any place out-of-doors overnight or when unattended by Contractor's personnel. 16. Contractor shall enforce current regulations as established by City with regard to smoking, food and drink in Facility as referenced throughout this agreement. Contractor shall provide ushers or sufficient staff at all previews and performances to enforce such regulations. Smoking is not permitted inside any City facility. No person shall bring any animal into the theatre. This regulation shall not apply to service animals assisting individuals with disabilities or to animals in training to become service animals. Use of animals on the stage is subject to approval by City with reasonable notification. Food and drink are not permitted in the auditorium, light/sound booth or on stage, unless used as part of a production scene. Food and drink shall be permitted only in approved areas such Page 9 as the green room and lobby, with the exception of bottled water and sippy cups outlined below and on page 23, Exhibit D #27. Contractor shall clean up all food and drink containers daily after use Contractor shall have the right to sell or otherwise distribute adult sippy cups to patrons attending events. Aside from bottled water, no liquid refreshments are to be allowed in the Theatre auditorium other than with the use of Contractors' sippy cups. Contractor shall be responsible for the clean-up of any spillage resulting from the use of beverages in the auditorium including immediate clean-up required for patron safety as well as all required clean-up immediately following each event. At City's discretion, the City may request a damage deposit in advance or levy a charge should there be any damage, stains or excessive wear and tear caused by accidents related to the use of sippy cups. Contractor understands that it is responsible for immediate cleaning and any and all fees should problems occur. 17. Contractor shall remove from the Facility, at the conclusion of each Production, costumes, properties and sets created by Contractor with Contractor -owned materials, which costumes, properties and sets will remain the property of Contractor. All office equipment, construction tools, special effects and lighting equipment purchased and owned by Contractor will remain the private property of Contractor and City assumes no responsibility or liability for the loss or maintenance of such materials. All equipment, instruments, costumes and any other materials rented, borrowed or owned by any subcontractor, agent or person for Contractor is the responsibility of Contractor and/or its subcontractors, and City assumes no responsibility or liability for their maintenance or loss. Contractor assumes all liability and responsibility for any default on Production expenses. 18. Contractor shall be responsible for cleaning and restocking the Lucie Stern Community Center hallway restrooms for weekend performances, if and when the City has no custodial staff available. 19. Contractor shall comply with City noise ordinance levels for any outdoor activities, including load -in, strike, dismantling, or disposal, in cooperation with Stern Community Center staff. Shop doors facing Hopkins and Harriet Streets shall be closed between 8:00 p.m. and 8:00 a.m. 20. Contractor shall pay any additional Attendant according to prevailing rates as set forth in the Municipal Fee Schedule , pursuant to the following: For a period of one and one half (1 1/2) hours prior to until at least one half (1/2) hour after the completion of each Performance listed. 21. For any Performance not included in Schedule, Contractor may add additional performances of the Productions in Schedule, assuming availability, upon thirty (30) days' advance notice to City and City approval. Page 10 22. Contractor shall provide House Manager and ushers for every Performance or event whenever the public is in attendance. Contractor shall only engage the services of ushers that have been trained in theatre emergency, safety and use procedures usher. Ushers must be available to assist patrons under all circumstances and must be aware of and able to assist disabled persons. Contractor's House Manager and ushers must also be available to assist in emergency situations throughout the entire Performance until the audience has left the theatre. Ushers must ensure that wheelchairs, walkers, etc. are not blocking any of the aisles or exits. Ushers shall return seats to the upright position and remove litter from the auditorium and restrooms at the conclusion of each performance. 23. Contractor shall install and/or remove the removable ADA auditorium seats in designated areas to accommodate wheelchair patrons and as required due to the needs of the Production. 24. Contractor may be entitled, based on availability and at the discretion of the City, to a small amount of time each year (approximately 3 to 10 hours, depending on the rooms requested and their size) in Stem Community Center rental spaces, limited to one of the following: the Ballroom, Fireside Room or Community Room, on a gratis basis, and excluding Saturday nights and any other rental sites, including but not limited to the Art Center Auditorium. The City at its discretion may make exceptions. Contractor may rent spaces as per Municipal Fee Schedule. 25. Contractor shall cause to have present at the Facility at all times when Contractor or any of its employees, subcontractors or volunteers is in the Facility, one of Contractor's designated and City -approved key and/or card holders. Any exceptions must be approved by City in writing. 26. Contractor shall report to the police any incidents of a criminal or suspicious nature occurring on City property, and notify City within twelve hours. If initial notification is verbal, Contractor must subsequently submit the information in writing to City on a form provided by City. 27. Contractor shall ensure that the doors to the Scene Shop, Rehearsal Hall, and Costume Shop, as well as any other exterior access doors to any area of the Facility, are not left open, unlocked or left with the locking mechanism disabled, even if only briefly, at any time when the immediate area secured by the door is unoccupied by Contractor. Failure to do this may be deemed a material breach by the City. When leaving the Facility unoccupied, the Contractor should confirm that all exterior doors to the Facility are secure, and that the perimeter alarm is engaged. 28. Contractor shall complete a City Report of Accident/Property Damage report (Appendix E) for any and all accidents, injuries or property damage if a City employee is not present to fill out the report. 29. Contractor shall operate and conduct business in compliance with City's Zero Waste Plan (Appendix D) for all activities including, but not limited to, set construction and strike, Page 11 food and beverage service, and office activities. The goal is to send as little waste to landfill as possible through waste reduction, reuse and recycling. To achieve this goal Contractor must first reduce waste whenever possible. 30. Contractor shall avoid the use for food/beverage service of disposables, including, but not limited to, Styrofoam and other plastics. Reusable food/beverage service ware should be utilized to the maximum extent possible. Where a reusable food/beverage service option is not available, Contractor shall choose items that are recyclable. For concessions, choose product packaging that is recyclable. 31. Contractor shall practice reuse before, during and after Production. City shall provide a list of reuse resources to avoid the disposal of construction materials, sets and props. Contractor must recycle construction debris from set materials (e.g. wood, metal). 32. Contractor shall recycle all materials included in the City's Recycling Program including paper (all types), plastic containers #1-#7, cardboard, glass bottles and jars, and metal cans. Compostable materials will be disposed of in designated compost waste receptacles. Contractor responsible for proper disposal of HazMat items. 33. Contractor shall include on the title page of all Production and event programs and Contractor's website the following credit: "Use of this Facility is made possible through support from The City of Palo Alto, Community Services Department, Division of Arts and Sciences," and include the official City of Palo Alto logo on the title page or prominent placement within event programs; print in all publicity for the Productions, including, but not limited to, mailings, flyers, posters, brochures, website, social media and paid or public service advertising, the statement: "In cooperation with the City of Palo Alto Community Services Department, Division of Arts and Sciences." The City of Palo Alto, Community Services Department, Division of Arts and Sciences shall also be credited in the Contractor's list of funders as a "Civic Sponsor." Where data collection from patrons of Facility is performed, Resident Theatre Company(ies) agree as follows: a. To provide City with the results of market research surveys; b. Cooperate with City to add City desired inquiries to any market research surveys performed; and c. Shall not include such inquiries regarding the City or the Facility without preapproval from City. 34. Contractor shall have the right to borrow available City owned properties, sets, costumes and scenery for its productions scheduled in this Agreement when deemed available by City. Costumes, properties and sets created by Contractor with Contractor -owned materials shall remain the property of Contractor. Contractor property shall be removed from Facility at the conclusion of the production in which such materials are used. The City may, on a case -by -case basis, authorize exceptions. All office equipment, construction tools, special effects and lighting equipment purchased and owned by Page 12 Contractor will remain the private property of Contractor and the City assumes no responsibility or liability for the loss or maintenance of such materials. All equipment, instruments, costumes and any other materials rented, borrowed or owned by any subcontractor, agent or person for the Contractor is the responsibility of the Contractor and/or its subcontractors, and the City assumes no responsibility or liability for its maintenance or loss. 35. If minors are involved in the Production, Contractor shall comply with all of the State of California's rules and regulations regarding Child Labor. Page 13 EXHIBIT B RESPONSIBILITIES OF CITY During the Term of this Agreement, City shall: 1. Allow Contractor the use of the Facility for uses in accordance with this Agreement. 2. Allow the use of the stage and the auditorium prior to the opening night of the Productions, with the exception of necessary maintenance procedures that may require access to the stage and auditorium during this period, according to the Schedule. Allow the Contractor use of the rehearsal hall, box office, scene shop, paint shop and costume shop according to the Schedule as supplied by Contractor and approved by City .. Additional facility use may be provided as specified in item (Exhibits A and B)) above; however, priority use of the room will always be given to actual rehearsals of productions covered by a contract with City. City reserves the right to allow other uses of space within the Facility when not in actual, scheduled use by Contractor on a non-interference basis and with at least forty-eight (48) hours' prior notice to Contractor. 3. Allow Contractor to use all operational production equipment in City's inventory as requested by Contractor and approved in writing by City. Contractor shall take such equipment "as is" and is responsible for ensuring that such equipment is in a safe condition prior to use and is returned in working condition at the conclusion of its use or of the Production. 4. Unless the City deems unnecessary, provide a Facilities Attendant for a period of one and one half (1 1/2) hours prior to and until at least one half (1/2) hour after the completion of each Performance. 5. Provide persons designated by Contractor and approved by City with keys, proximity cards (up to a maximum of six), and alarm codes for access to the Facility for the sole purpose of carrying out the requirements of the Agreement. Keys, proximity cards, and alarm codes shall not be loaned or transferred and shall be used only by the designated persons. In the event that Contractor fails to properly open or lock and secure City facilities leading to a false alarm call -out or leaves areas of the facility unlocked and unattended, a Two Hundred Dollar ($200.00) penalty shall be paid to City on each such occasion. In the event that a designated key holder loses any key or proximity card issued by City, Contractor shall be assessed a Seventy -Five Dollar ($75.00) replacement charge for each key or proximity card or pay for the cost of rekeying or reprogramming the locks of Facility if circumstances indicate it as determined in City's reasonable judgment. Contractor will be responsible and held accountable for all personnel, properties and activities of Contractor and its employees and/or agents. 6. Have the right, with no notice, to suspend the Agreement if Facility should be declared uninhabitable for reasons of safety by the proper authorities (e.g., if the building should be damaged in an earthquake and be declared unsafe for occupancy). If there is an Page 14 outbreak of pandemic flu or other medical emergency and places of public gatherings are closed, City shall not assume any financial responsibility for loss of revenue by Contractor. Page 15 EXHIBIT C GENERAL CONDITIONS 1. City. The City designates the CSD Assistant Director of the Arts & Sciences Division, or his or her designee, as Project Manager for City, who shall render overall supervision of the progress and performance of this Agreement. City reserves right to change this designation at any time during the Term of this Agreement. All City services set forth in this Agreement shall be performed by City under the overall supervision of Project Manager or its Facility Coordinator. Contractor and its Project Liaison shall communicate with the Project Manager in all matters dealing with City policies, funding, facilities, equipment and other City departments outside the Facility. 2. Contractor. Contractor shall assign a single Contractor Liaison who shall have overall responsibility for the compliance of this Agreement. Should circumstances or conditions subsequent to the execution of this Agreement require a different liaison, Contractor shall notify City in writing immediately of same. Contractor shall ensure that its Liaison communicates effectively with the City at all times under this Agreement. 3. Access. Contractor shall not prevent Project Manager, facility maintenance personnel, and/or others specifically designated by Project Manager from access to the Facility; provided, however, that City shall use its best efforts to give advance notice and not to disrupt the activities of Contractor as permitted by the Agreement. The Project Manager and others specifically designated by Project Manager shall attempt to coordinate such access if possible. Notwithstanding the foregoing, except in the case of emergency or if they are present on the premises as members of the audience or specifically invited into the backstage areas of the theatre, Project Manager, facility maintenance personnel and/or others specifically designated by the Project Manager shall not enter the auditorium or backstage areas during public performances of a production. 4. Days Defined. The term "days" shall mean calendar days. 5. Oualifications. Contractor represents that it is qualified to furnish the Services described under the Agreement. 6. Ticket Sales: (a) Contractor shall be responsible for sale of season tickets and single tickets, depositing of revenue and reporting of revenue and expenditures, and shall place available tickets for each production for sale at the Facility box office one hour prior to each performance. Until one (1) hour prior to the beginning of a performance, Contractor shall not sell (a) seat numbers Cl, C2, D1, D2, D3, and D4; (b) either (i) the block of seats T2, T4, T6, T8, T10, U2, U4, U6, U8 and U10 or (ii) the block of seats T1, T3, T5, T7, T9, U1, U3, U5, U7 and U9 for the Page 16 purpose of making such seats available for the disabled; provided, however, that this Section 10(b) shall not apply to the sale of tickets for such seats to persons who identify themselves as disabled when they purchase their ticket. (b) Contractor agrees the price of admission for the season shall be as set forth in their ticket salesreporting to the City, at the time of submitting financial records. (c) Contractor shall provide City, when requested by Project Manager or his/her designee, with at least six (6) complimentary tickets for each Production on the date(s) requested. Best available seating will be provided to City if any seats are available at the time of the request. (d) Contractor may operate an intermission snack concession during each performance under this Agreement. Contractor shall conduct such operation in a safe, clean manner and shall hold City harmless from any claim or demand or liability of any nature whatsoever which may arise out of such operation. 7. Composition of Contractor. Throughout the term of this Agreement, Contractor shall remain an independent, non-profit public benefit corporation, in good standing under all applicable local, state and federal laws. 8. Fiscal Responsibilities of Contractor. (a) Fiscal Agent. Contractor shall appoint a fiscal agent who shall be responsible for the financial and accounting activities of Contractor, including the receipt and disbursement of Contractor funds. Contractor shall provide City with the name of a fiscal agent in writing and shall immediately notify Project Manager of any changes occurring during the Term. Contractor shall have sole responsibility for the safekeeping of Contractor tickets and monies. (b) System of Accounts. Contractor and its fiscal agent shall establish and maintain a system of accounts that shall be in conformance with generally accepted principles of accounting for budgeted funds. Such system of accounts shall be subject to the review and approval of City. (c) Financial Records. In support of its system of accounts, Contractor shall maintain complete and accurate records of all financial transactions, including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, and bank statements. City may inspect these records at Contractor's office upon reasonable advance notice and during normal business hours upon request. NOTE: Contractor's cash receipts are not to be stored on the Premises between Productions. (d) Audit of surcharge payments. Contractor shall retain for a period of at least three (3) years records of tickets sold through their automated ticketing system, sales records, and a verified report of sold and unsold tickets which must be made available to City Auditor upon request. Page 17 9. Production Reports and Records. (a) Reports. On reasonable notice and with reasons specified, Contractor shall grant Project Manager and/or City's Auditor access to all Contractor records relating to this Agreement, including performance records, data, statements, and reports. (b) Tax Form 199. A copy of Contractor's most recently filed California State Tax Form 199, "California Exempt Organizations Annual Information Return" must be filed with Project Manager or his/her designee within fifteen (15) days of when it is due to the State of California and shall also be attached to this Agreement prior to its final approval (Attachment 5). 10. Corrective Action Requirement/Disputes. In the event City should determine from any source, including but not limited to reports submitted by Contractor under this Agreement to City or any evaluation report from any source, that Contractor may not be in compliance with any provision of the Agreement, City may forward to Contractor written notice of same. Such notice shall specify with particularity the nature of the condition(s) or issue(s) that require(s) corrective action and may include a recommendation as to appropriate corrective action. Within fifteen (15) days of City's request, Contractor shall submit its written response to the notice, which response shall set forth its view of the alleged violation and its proposed plan, if any, for corrective action. Upon request of either Party, the Parties shall meet within five (5) days thereafter to discuss the alleged violation and proposed corrective action. Should the Contractor fail to submit a response within the above timeframe, or should fail to follow through on corrective action, the City may a fine of up to $100 for and initial violation, or up to $1000 for repeated violations. 11. Subcontractors. Contractor shall be responsible for employing or engaging all persons necessary to perform the Services of Contractor hereunder. All subcontractors are deemed to be agents of Contractor and Contractor agrees to be responsible for their performance. Contractor shall give its personal attention to the fulfillment of the provisions of the Agreement by all of its employees, participants, volunteers, and subcontractors. 12. Intoxication. Contractor agrees to be responsible for injuries or damage caused by any of its directors, officers, employees, agents, subcontractors, or volunteers who are under the influence of alcohol, drugs, hallucinogens or narcotics, whether or not legally prescribed. Neither Contractor nor City shall permit any of Contractor's employees or volunteers discovered to be under the influence of any of the foregoing substances from remaining in any facility used under the terms of this Agreement and City reserves the right of denying such person's further participation in any activities in Facility. Consumption of alcoholic beverages or use of illegal drugs at the Facility is expressly forbidden by any person working for Contractor, paid or volunteer. This includes all staff, actors, crew and musicians. Page 18 13. Worker's Compensation. Contractor certifies that it is aware of the provisions of the Labor Code of the State of California, which requires every employer to be insured against liability for workers' compensation and certifies that Contractor shall comply with Worker's Compensation laws of the State of California during the Term of this Agreement. 14. Weapons. For the avoidance of doubt, no firearms or other weapons, whether loaded or not, shall be allowed in the Facility or any other City property. Stage weapons and firearms designed solely for the use of blank cartridges will be allowed if they are being used as a prop in the current Production, but must be stored, when not being used, in a secure manner by Contractor's stage manager or his/her designee. 15. Legal Compliance. Contractor and all its paid employees, subcontractors, and volunteer participants are required to abide by all applicable federal, state and local laws and ordinances. 16. Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when received if transmitted by fax, email or regular US mail; if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such document is legible and that at the time such document is sent the sending Party receives written confirmation of receipt; if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and upon receipt, if sent by certified or registered mail, return receipt requested. Page 19 EXHIBIT D OPERATING POLICIES FOR ALL USERS OF THE STERN THEATRE I . Resident Theatre Companies — The City of Palo Alto has long-standing relationships with Resident Theatre Companies to provide programming at the Lucie Stem Community Theatre. These organizations serve as "house companies" and provide the primary programming featured on the stage of the Theatre. The Resident Theatre Companies include: Palo Alto Players, TheatreWorks Silicon Valley (TheatreWorks) and West Bay Opera. 2. Rental Agreement - All performances and associated activities held at the Facility must have a fully executed rental agreement prior to the Contractor's arrival at the facility. Resident Theatre Companies must have a fully executed Agreement. 3. Theatre Use Times — The Theatre is available for use between 8:00 am and midnight and no activity may take place outside of this time period. This available use time includes all production related activities, including load -in, load -out, set building, scene shop activities, costume shop activities, rehearsal and public performance. 4. Provision of Trained House Staff — Contractor must provide a qualified house manager and trained house staff' for all public events, including ticket takers, ushers and box office personnel. These personnel may be paid or volunteer, at the sole discretion of Contractor. All paid and volunteer staff must by trained by Contractor both through an annual training workshop and through a day -of -show orientation. This training and orientation shall include public relations, event information, seating locations, directions for assisting disabled patrons, use of the hearing assistance devises, emergency exits and evacuation procedures and fire alarm procedures. At all times the safety, comfort and event experience of Theatre patrons will be placed in high priority. 5. Regulations for Consumption of Alcoholic Beverages — Contractor must comply with all State and City laws relating to the sale and consumption of alcoholic beverages. Alcohol is allowed in the Theatre during public performances, with pre -approval by the City of Palo, which shall not be unreasonably withheld. Unless otherwise specifically approved, the sale or free distribution of alcoholic beverages is limited to wine, champagne, beer and sparkling wine. If alcohol is to be provided for sale, Contractor must possess a valid on -sale alcohol permit approved by the California Department of Alcoholic Beverage Control (ABC). All requirements must be posted as per ABC requirements and Contractor is responsible for ensuring that no individual under the age of 21 is served alcohol. Contractor agrees that identification will be checked for individuals appearing to be under the age of 30. At no times may event participants, including actors, musicians, employees or event volunteers be served alcoholic beverages. 6. Insurance Provision for the Sale or Free Distribution of Alcoholic Beverages — For all events during which alcohol is to be provided for sale or at no cost to patrons, Contractor must provide the City of Palo Alto with proof of liquor liability insurance with minimum coverage of $2 million pursuant to Exhibit E. Page 20 7. Janitorial Duties Relating to Food and Beverage Sales — Upon the completion of each event, Contractor shall clean-up and remove all trash and supplies relating to the distribution of food and beverage, including alcoholic beverages, including but not limited to empty bottles or containers, glassware (plastic or glass), used napkins, food and other trash or unused supplies. All garbage containers are to be removed from the Theatre and dumped in appropriate garbage bins. If required, doors should be opened to allow fresh air into the lobby or event spaces to ensure that the smell of alcohol or food is not present in the Theatre at the end of each event. At no time can this task be left for completion on the following day(s). 8. Production Equipment - Contractors shall be required to use the in-house production equipment. At the expense of Contractor, additional equipment to augment the in-house system may be provided by a third -party Contractor with City approval. 9. Complimentary Tickets - Contractor shall have the right to issue complimentary tickets for events produced at Theatre. The number of complimentary tickets for any given events must not exceed ten percent (10%) of the total seating capacity without pre -approval by the City. 10. Refunds - If the event(s) anticipated in a Theatre Use Agreement are cancelled, Contractor shall have the sole responsibility and authority to provide refunds to the public and shall control all box office receipts until all required refunds have been provided. 11. Ticket Prices - Contractor shall have the sole right to establish ticket prices for the event(s) anticipated in a Theatre Use Agreement. 12. Advertising — Contractor shall have the sole right and authority to design, develop and distribute all advertising and promotional materials for the events produced at Theatre and shall be responsible for the costs associated with this endeavor. No advertising materials may be displayed on the interior, exterior or any other part of Theatre without specific authorization from City of Palo Alto, other than the rack cards, window boxes and banners currently used. 13. Storage of User's Property — Any property belonging to Contractor, or third parties such as caterers, decorators or florists may not be stored overnight either prior to or following the rental period. All requirements for load -in and load -out must be followed to ensure that events scheduled in Theatre immediately before and after the Contractor's event can be fully and professionally supported. Long term on -site storage is to be requested by the Contractor and up to the City to permit. 14. Animals - No live animals are to be brought into the facility without prior permission from the City of Palo Alto. 15. Staging —With proper care and repair, Contractor or its representative, as per normal operating procedure, may drill or nail sets or props into the stage floor of Theatre Page 21 16. SurfacesNails, hooks, tacks or screws may not be used on any surface or furnishing in Theatre, unless approved by the City. No tape or other materials may be applied to walls, glass, tables or any surface in the lobby, auditorium, green room or back stage areas. User will be held financially responsible for repair/replacement of any damaged or defaced property. No bunting, tissue paper, crepe paper or any other combustible material may be used at any time in the Theatre, without pre -approval from City. Similarly, no glitter, rice or confetti may be used anywhere within the facilities, including the auditorium, lobby, backstage areas, or outside areas such as the patio or courtyard. 17. Modifications to Theatre Building — Contractor shall not make any modifications to the Theatre that would leave permanent or disfiguring impacts to the facility. This includes the use of drills, nails or other attachment devices. If questions arise about the need to alter elements of the Theatre for production needs, Contractor agrees to discuss these needs with City staff for pre - approval. 18. Use of Flammable Materials - The use of any flammable device or substance, including but not limited to pyrotechnics, candles, cigarette or cigars, or other materials or device with a flame is strictly forbidden. In rare cases, the City and Fire Marshall may approve, with adequate advance notification, in advance of at least 30 days prior to the first date of live public performance.. 19. Mechanical Smoke and Fog Equipment - Mechanical smoke or fog generating machinery can only be used with pre -approval of Theatre Management and is subject to inspection by the City Fire Marshall. The use of mechanical smoke or fog generating machinery must be tested at least 30 days prior to first use in the Theatre during live performances. This test must determine that the machinery does not cause the fire alarm system to respond. Any questions regarding this testing shall be subject to approval and guidance by the City Fire Marshall or a representative of the Palo Alto Fire Department. Any cost associated with the testing of this equipment or due to false alarms caused by this equipment will be the financial responsibility of Contractor. 20. Approval of Additional Production Techniques & Devices — The use of strobe lights, loud noises (i.e. gun shots), and aerial suspension must be pre -approved by the City of Palo Alto at least 30 days prior to the first date of live public performances. No fire arms are allowed in the Theatre and the use of any prop guns must be pre -approved by the City. Pyrotechnics, defined by PAFD as 'Any exothermic chemical reaction special effect that produces heat, flame, sound, light or a combination of these effects', must be pre -approved by the Fire Marshall unless a licensed pyrotechnic handler is being used by the theatre group. In that case, theatre group must provide written proof of the licensed pyrotechnic handler's name, license number, and contact info in advance. 21. Adherence to Fire Codes — Contractor is responsible for complying with all applicable sections of the California Fire Codes as adopted by the City and as may be amended from time to time, including, but not limited to: maintaining required clear emergency exit paths, proper use of fire doors, and adhering to posted occupancy loads. At no time during Theatre use may fire exit signs Page 22 by covered or otherwise dimmed. Should any question or doubt arise regarding the proper adherence or interpretation of fire code arise, Contractor shall be responsible for contacting the City Fire Marshal or other representative of the Palo Alto Fire Department for direction and advice. At all times, the direction and decisions of the Fire Department shall be viewed as the final authority. The Fire Marshal has the right to charge a fee for their inspection services and Contractor is obligated to pay it. 22. Adherence to Fire Inspection and Occupancy Load Requirements Stern Community Theatre is inspected routinely at least once a year by the Palo Alto Fire Department. The Fire Marshall should be notified of any productions where public safety questions or concerns arise during the set up or design, or the use of special effects during performances. Fire Inspections are listed in the Fee Schedule at $355/hour as of July, 2018 (and are subject to amendment by the City) which may be charged to Resident Theatre Company. At all times, Resident Theatre Companies are required to adhere to City Fire codes, including but not limited to, required occupancy loads for each section or room of the Theatre, good house- keeping of combustible materials, keeping exit ways clear and the storage/use/disposal of hazardous materials. As of 2018, these established occupancy loads are as follows: a. Front of Curtain Stage — 31 b. Behind Stage Curtain — 83 c. Orchestra Pit — 14, unless otherwise approved by the Fire Marshall in sufficient advance. Any costs incurred for exceeding the limit will be incurred by Contractor. Any costs associated with exceeding the limit must be borne by Contractor. d. Basement below stage area — 7 e. Paint desk/shop off load — 57 for musicians/vocals f. No occupancy is allowed in flat dock area other than removal/returning of props. There is a hazard of falling production items during a seismic event. Should occupancy be desired, all production items must be completely removed or areas for holding production items must be seismically secured in advance. The Palo Alto Fire Department is available to assist the Resident Theatre Companies if fire safety practices are in question. Please contact them at: 650-329-2194 option 1. 23. Fire Alarm Procedures — In the event that the fire alarm is activated, Contractor must immediately evacuate the building and wait for the Palo Alto Fire Department to arrive. Follow their instructions, and only reenter the building when given permission to do so. These procedures must be followed even in the case of a false alarm. Should the alarm go off during a performance, ushers should direct and assist patrons in exiting the building, and stage crew should trip the manual release of the fire curtain. Particular attention should be given to providing evacuation assistance to disabled, older and child patrons. If the system detects issues that do not rise to the level of setting off an alarm, the system may Page 23 produce an audible signal at the alarm panel in the green room, and possibly at the one in the lobby. In this case, the alarm company will contact the City of Palo Alto on call Facility staff, who will be dispatched to investigate and deal with the alert. They should arrive within an hour. In no case should anyone but authorized personnel (City staff or Fire Department personnel) acknowledge, silence, or reset the alert on the alarm panel. 24. Event Safety and Security - Contractor shall provide for the orderly production of the event(s) anticipated in the Use Agreement and shall insure that the safety of the public and the Theatre are always maintained. If, at any time, the activities in Theatre appear to be detrimental to members of the public, City employees shall have a supercedingright to make decisions required to ensure safety and the professional presentation of the event. This shall include, but not be limited to, issues involving security in the building, ushering of patrons, production safety and other event related issues. Contractor agrees that at all times, decisions relating to these issues shall be made at the superceding discretion of City. In the event that security may be required, the City of Palo Alto shall have the sole right to approve the private security company and to establish the personnel requirements for the event(s) anticipated in the Use Agreement. The costs associated with the provision of private event security shall be the financial responsibility of Contractor. 25. Concession Sales - Contractor shall have exclusive rights to the sale of concession products including food or beverage, subject to City approval for the sale or provision of free alcohol. 26. Merchandise Sales - The Contractor shall have the right to sell merchandise to the patrons attending the event produced by Contractor. Use and Sale of Sippy Cups — With City approval, Contractor shall have the right to sell or otherwise distribute adult sippy cups to patrons attending events. If the City permits, no liquid refreshments are to be allowed in the Theatre auditorium other than with the use of Contractors' sippy cups, other than bottled water. Contractor shall be responsible for the clean-up of any spillage resulting from the use of beverages in the auditorium including immediate clean-up required for patron safety as well as all required clean-up immediately following each event. If the City so desires, the City may require a damage deposit in advance or a charge may be levied should there be any damage, stains or excessive wear and tear caused by accidents related to the use of sippy cups. 27. Force Majeure - If Theatre is deemed to be unfit for occupancy during the period covered by this agreement, by reason of fire, earthquake, strike, civil disturbance or any other cause beyond the control of the City of Palo Alto, then the agreement shall be of no further force and effect. 28. Use and Management of Hearing -Impaired Device Equipment -Contractor's personnel shall manage, distribute and collect the hearing -impaired devices ("headsets") that City owns for use by hearing -impaired persons at all Performances at the Facility, subject to the following restrictions: (a) Contractor shall verify that all headsets and batteries are present and functioning normally and shall report to Project Manager or his/her designee any missing or Page 24 broken items before taking control of them for the run of the Production. (b) For any damage or loss of any headset while under Contractor's control, Contractor shall promptly, upon request, pay City the fair market, price for any necessary replacement or repair of any component of the headsets, as such replacement or repair is reasonably determined by Project Manager or his/her designee. (c) Contractor will diligently ensure the security of the headsets, in a manner approved by Project Manager or his/her designee, when the headsets are not in use. When the headsets are not so secured, Contractor will not leave the headsets unattended. (d) Contractor will provide at least one (1) person in the Facility lobby, whose sole responsibility will be to distribute and collect the headsets, as the case may be, pursuant to the following: (i) Beginning one-half (1/2) hour before each Performance until ten (10) minutes after the Performance begins; (ii) At all times during any and all intermissions; and (iii) From the end of the Performance until all of the headsets have been returned. (e) Contractor shall collect a Driver's License or credit card as security for the loan of a headset, which Driver's License or credit card will be returned to its owner upon return of the headset. Contractor will implement procedures for the safe handling of the Driver's Licenses and credit cards and their return to their owners. (f) Contractor's responsibility at the end of each performance will include the following: (i) Clean and otherwise sanitize all the earpieces by swabbing them with isopropyl alcohol swabs. (ii) Turn off the on/off/volume switches on all returned headsets and place them into the battery charger. (iii) Return all headsets and accessories to their storage case. (iv) Verify the presence of all sixteen (16) headsets. (v) Return the chargers to their place in the rolling cart. (vi) Return the rolling cart to the House Manager's Closet. (vii) Be sure the rolling cart is plugged into an electrical outlet. (viii) Make sure the battery charger is getting power, as indicated by the red lights Page 25 (ix) Padlock the rolling cart's doors shut, using either the padlock provided by City or a padlock supplied by Contractor, provided that Project Manager or his/her designee has been given a copy of the key or the combination. (x) Immediately report to City's attendant at the Facility any missing headsets, and turn over to the attendant any malfunctioning headsets. Page 26 EXHIBIT E 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 AND AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A -:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT /NSURANCE 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 WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $2,000,000 $2,000,000 YES GENERAL LIABILITY, INCLUDING i PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $2,000,000 $2,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $2,000,000 $2,000,000 LIABILITY. (THIS MUST INCLUDE COMBINED. COVERAGE FOR SERVING LIQUOR IF LIQUOR IS SERVED OR SOLD). BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON -OWNED - EACH OCCURRENCE PROPERTY DAMAGE $1,000,000 $1,000,000 $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROPERTY INSURANCE ALL RISK COVERAGE NO 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 SUBCONTRACTORS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FORA WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND II. CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL Page 27 INSUREDS" A. PRIMARY OVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION City OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 Page 28 Page 29 AGREEMENT FOR PERFORMING ARTS SERVICES BETWEEN THE CITY OF PALO ALTO AND (THEATRE GROUP) THIS AGREEMENT FOR PERFORMING ARTS SERVICES ("Agreement") is made and entered into as of the 1 day of Oc h be(2o18 by and between THE CITY OF PALO ALTO, a California chartered municipal corporation ("City") and Vii (a Ai h P�a�tr1 (Organization Name), a Ca ' ornia nonprofit public benefit corporation, located at 4 .E / Mn 130 l . ddk "(f d 61 , 4�� r�'I�i, r(-6 d j (Address) (telephone: " Zq- On 1 ) ("Contractor") (individually, a "Party" and, collectively, the "Parties"). 1. Services. During the Term of this Agreement Contractor shall present that portion of Contractor's Performances of its annual scheduled Productions that are produced at Facility pursuant to the Schedule approved by City for the Compensation set forth below, pursuant to the terms and conditions of this Agreement. 2. Facility. Facility shall mean the City -owned Lucie Stem Community Theatre, and for purposes of this Agreement, the Facility, is deemed to include those portions of the Lucie Stern Community Theatre including, but not limited to, the theatre, lobby, green room, dressing rooms, scene shop, paint shop, light and sound booth, flat storage, rehearsal hall and costume shop. 3. Performance. Performance shall mean a single instance of a staged theatrical Production pursuant to a Schedule for a single fiscal year (July 1, through June 30). 4. Production. Production shall mean all activity from inception to completion to include multiple Performances together with such normal activities to include but not limited to load -in, load -out, set building, lighting design, rehearsal, and activities taking place in the auditorium, stage, paint shop, scene shop, flat dock, costume shop, green room, dressing rooms, rehearsal hall, lobby, hallways and outdoor areas adjacent to Facility (collectively the "Production") pursuant to the Schedule. 5. Resident Theatre Companies. Resident Theatre Companies shall mean TheatreWorks Silicon Valley, Palo Alto Players, and West Bay Opera. 6. Schedule. Contractor's Schedule shall mean that particular schedule for all of its activities related to its planned Productions and Performances to be performed in one fiscal year as submitted to City Project Manager no later than fifteen days after they announce their annual season for the following calendar year. a. Resident Theatre Companies shall have the right of first refusal for scheduling and use of Facility over all others except for the City. b. City shall control and maintain a master theatre calendar to accurately reflect the actual usage Page 1 of each production space, including the date and purpose of each scheduled date. c. Dates of use shall be reserved on the master theatre calendar by the City Project Manager no later than fifteen days after the announcement of the annual season for each of the Resident Theatre Companies. This use reservation may be initially identified or blocked as a full day of use. However, to maintain complete information relating to actual Facility use, each Resident Theatre Company must provide the City Project Manager with clarification of the time and purpose of each day of use on the Master Theatre calendar no later than twenty-one (21) days after the completion of each Production. d. For the avoidance of doubt, the City, with advance notice and justification, has the right to change, cancel and control the scheduling of any and all activities, including Performances, at Facility. The City may delegate at its sole discretion the scheduling responsibility to one of the three Resident Theatre Companies. Such delegation shall be made in writing by the City and may be revoked by City at any time. 7. City's Project Manager. City shall assign a City employee, excluding any Party that may have a conflict of interest, as its Project Manager for the Term of this Agreement who shall be act on the City's behalf on all matters related to the use of Facility. City Project Manager shall have the authority to assign matters relating to the day-to-day use of Facility to a City employee who shall be referred to "Facility Coordinator". 8. Contractor Liaison. Contractor shall assign a Contractor employee as a liaison between Contractor, City and City Project Manager and as a liaison with other Resident Theatre Companies for all matters related to the use of Facility. 9. Operating Policies for Contractor Services. The Services shall be performed by Contractor pursuant to this Agreement and all Exhibits in particular, the "Operating Policies" attached hereto as Exhibit D. The City reserves the right to change or modify the Operating Policies during the Term of this Agreement provided however that City shall give Contractor a written thirty (30) day notice of same. 10. Term, Termination & Breach, This Agreement shall commence as of (DATE) and shall terminate on June 30, 2021 (the "Tenn"). The Term of this Agreement may be renewed for an additional three (3) year term by mutual agreement of the Parties to this Agreement. a. Termination for Material Breach & Cure of Default. This Agreement may be terminated upon material breach by either Party as set forth herein. The term "Material Breach" shall mean any material breach or default by a Party of any material covenant, duty or obligation under this Agreement. b. Notice & Cure. The non -defaulting Party shall provide written notice of its intention to terminate and declare a Material Breach or default under this Agreement, stating the reasons for the notice and the date of intended termination. The defaulting Party shall have a period of sixty (60) days to cure the breach. Upon the expiration of the cure period and where cure is not achieved within said cure period, or in instances where the breach cannot be cured within sixty (60) days, efforts to cure the breach Page 2 have not commenced or are not being diligently pursued, this Agreement shall terminate immediately upon receipt of written notice of termination by the non - defaulting Party. c. Material Breach by Contractor. Contractor breach of the following provisions of this shall be deemed a "Material Breach" for purposes of this Agreement and shall include failure of performance of any provision in (i) Section 1 through 14 of this Agreement or of any provision in Exhibits A, C, D, and E. d. Material Breach with regard to public safety must be cured by Contractor no later than 48 hours from receipt of notification of such violation. 11. Compensation. Contractor shall compensate City for the use of Facility, including use during public events and use for all other times when there is no public event. Compensation shall be derived as follows: a. Operating Cost Offset Fee: Contractor shall pay City $2.00 for each ticket sold for events with paid admission. This charge compensates City for use of Facility for all such days scheduled by Contractor, including performances, load -in, load -out, set building, rehearsal, and dark days. There shall be no additional compensation for use of Facility on days where no tickets are sold. b. Stern Theatre Improvement Fee: Commencing on July 1, 2019, Contractor shall pay City an additional $2.00 for each ticket sold for events with paid admission to indirectly offset the costs of building maintenance, enhancements, improvements, repairs and new equipment and furnishings for Facility. This fee may go up to $3.00 per ticket sold as of the new term beginning July 1, 2021. c. Funding of Fees: Contractor has sole authority to allocate the funds required for this payment to City from any revenues generated by the Contractor organization. d. Stern Theatre Improvement Annual Plan: Funds collected by the City from payment of Stern Theatre Improvement Fee shall fund improvements to the Facility as appropriated by and specified in the annual City budget Items to be funded shall be recommended to City each year by a committee with representation from each of the three (3) Resident Theatre Companies and City staff. e. Facilities Attendant: At the discretion of the City, Contractor shall provide compensation for the Facilities Attendant present at each performance, at prevailing rates as set forth in the Municipal Fee Schedule. 12. Payment of Compensation: Contractor shall pay City all required Compensation within thirty (30) days from the completion of each Production run. Payment shall be made in full and shall be reconciled against actual ticket sales. Along with payment, Contractor shall provide City with a printed report from their automated box office system that provides detailed ticket sales data for the Performances included in the payment. This "Event Ticket Sales Report" must include final sales data for each date of the performance run, the total Page 3 performance run, total ticket sales, ticket sales by pricing category, total sales revenues and issued complimentary tickets. If such report is not available within the automated box office system and Contractor is unable to develop such customized report, Contractor shall submit a report or multiple reports that will provide City with the required information. 13. Late Payments: If Contractor is late on payments, the City may, in its discretion, add a three percent (3%) surcharge levied for payments received between 31 days and 60 days after the closing date of the Production, a four percent (4%) surcharge levied for payments received between 61 days and 90 days after the closing date of the Production, and a five percent (5%) surcharge levied for payments received in excess of 90 days of the closing date of the Production. Payment must be accompanied by the production report specified in Exhibit C, Section (9), "PRODUCTION REPORTS AND RECORDS," item (a) before payment will be considered to have been made. 14. Indemnity: Contractor shall defend, indemnify and hold harmless City, its officers, contractors, agents, and employees and Facility from and against (a) any demands, claims, or liability of any nature, including injury or death or property damage, arising out of or in any manner related to performance or nonperformance by Contractor , its officers, agents, employees or any persons brought onto the Facility premises by or through Contractor, (b) any claims or demands made against City, its officers, agents or employees by reason of any infringement or alleged infringement of any copyright or trademark caused by or alleged to have been caused by Contractor or its subcontractor(s) under this Agreement, (c) any penalties imposed on account of the violation of any law or regulation or of any term or condition of any permit in connection with this Agreement, or (d) any damage arising under this Agreement from any loss or damage to materials and equipment owned, rented or borrowed by Contractor, its employees, subcontractors, participants, volunteers, sponsors or any others engaged in connection with the Services rendered by Contractor under this Agreement. 15. Insurance: Contractor, at its sole cost and expense, shall obtain and maintain in full force and effect throughout the Term of the Agreement insurance coverage pursuant to Exhibit E "Insurance Requirements". Cooperation: The Parties shall in good faith cooperate in all matters under the terms and conditions of this Agreement. Furthermore, the Parties agree to adhere all terms as outlined in the then current version of the Theatre Operating Plan (TOP) including its attachments, regarding jointly agreed upon Financial Participation Plan, Commitments (roles and responsibilities) and Joint Mission, Values and Goals. 16. Amendment: This Agreement this may be amended or modified only by written agreement, signed by the Parties to be bound. 17. Assignment: This Agreement may not be assigned by either Party, without the express written consent of the other Party or its successor in interest. 18. Counterparts: This Agreement may be executed in any number of counterparts, each of Page 4 which shall be an original, but all of which together shall constitute one instrument. 19. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. 20. Venue: Any action or suit or proceeding with respect to this Agreement shall be brought exclusively in the state courts of Santa Clara County, in the State of California or, where otherwise appropriate, exclusively in the federal courts of the Northern District of California. 21. Entire Agreement: This Agreement and the terms and conditions set forth in the attached Exhibits, and any Appendices or Attachments represent the entire Agreement between the Parties. All prior agreements, representations, statements, negotiations and undertakings whether oral or written are superseded hereby. 22. Exhibits, Appendecies, and Attachments: The Exhibits listed below, together with Appendices A through E are attached hereto and are incorporated herein by this reference. The Parties acknowledge that this Agreement shall have no force or effect unless all such Exhibits and Appendices are attached hereto. Exhibit A: Responsibilities of Contractor Exhibit B: Responsibilities of City Exhibit C: General Conditions Exhibit D: Facility Operating Policies Exhibit E: Insurance Requirements Appendicies: Building Safety Responsibility (Appendix A) Conduct in City Facilities (Appendix B1 City of Palo Alto Safety Policy (Appendix CI Zero Waste Plan (Appendix 0) City Report of Accident/Property Damage (Appendix E) 23. Order of Precedence: For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Agreement, the contract documents shall have the order of precedence as set forth below. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. a. Order of Precedence i. This Agreement (before all Exhibits) ii. Exhibit C: General Conditions iii. Exhibit E: Insurance Requirements iv. Exhibit A: Responsibilities of Contractor v. Exhibit B: Responsibilities of City vi. Appendices Page 5 vii. Exhibit D: Facility Operating Policies SIGNATURES OF THE PARTIES TO AGREEMENT NO. IN WITNESS WHEREOF, THE PARTIES RAVE EXECUTED THIS AGREEMENT THE DAY, MONTH, AND YEAR FIRST WRITTEN ABOVE THE City OF PALO ALTO, a municipality chartered under die laws of the State of California Pc, 1G iG PiG r rs o rganization Namea Calif (O nia non-profit public benefit corporation By: By: City Manager Its: REPRESENTATIVE FOR City 1 i Y5 hl (Print Full Name) A (Print Full Title) I.R.S. Number: i.. 2795/71 WIC Ic Addies5: c d IL1CI Pd. u�` Palo AIM, c 4 9y36l Telephone:0_0 6 �_0 _32,9 ..ogq Page 6 EXHIBIT A RESPONSIBILITIES OF THE CONTRACTOR Contractor shall comply with the duties in this Exhibit A: 1. Contractor shall abide by the Facility Operating Policy (Exhibit D) established by City for the use of Facility, equipment, and other production elements. 2. Contractor shall abide by the following: Building Safety Responsibility (Appendix A) Conduct in City Facilities (Appendix B), City of Palo Alto Safety Policy (Appendix C), Zero Waste Plan (Appendix D), and City Report of Accident/Property Damage (Appendix E). Contractor shall follow safety procedures for the use of power and hand tools, mechanical lifts, etc. including the use of safety goggles, ear protection, face shields, safety cables, outriggers, and all other safety provisions, as described in Building Safety Responsibility (Exhibit A). 3. Contractor's use of Facility must conform to the City's safety and fire codes and policies: Building Safety Responsibility (Appendix A) Conduct in City Facilities (Appendix B), City of Palo Alto Safety Policy (Appendix C), 4. Contractor's use of Facility must demonstrate ample awareness of the Facility's age and guard against unnecessary wear and tear. The scope of Productions by Contractor must not stress the Facility unduly and must be designed within its restrictions of scope and scale. Productions that are deemed by the City to stress the Facility, such as causing excessive wear and tear or exceeding weight limits or safety regulations, will not be allowed. 5. Contractor shall bear sole responsibility for the control and supervision of all production activities and personnel associated with the events produced by Contractor. 6. Contractor shall be responsible for the safety and security for all personnel, patrons and participants. Contractor shall provide awareness and training to all personnel of their obligations and responsibilities under this Agreement. If City deems that any procedure followed by Contractor is unsafe, City has the authority to require the immediate suspension of such procedure. Contractor shall prevent or quickly mitigate any fire hazards or any items identified by the Fire Department during Facility inspections. 7. Contractor shall provide City with a copy of their Injury and Illness Prevention Policies which shall ensure that Contractor shall exercise safe practices in the use of City facilities and equipment, maintain and clear work areas, and, within twenty-four (24) hours, report, on a form provided by City (Appendix E), information regarding accidents. Immediately report to City on a form provided by City any breakage, malfunction, deterioration or loss of any of the City's resources (including musical instruments, tools, lights, sound equipment, props, curtains, etc.). Contractor will be responsible for costs of any repairs or Page 7 necessary replacement needed due to breakage, malfunction, deterioration or loss (including possible theft) as a result of Contractor's willful, negligent, and/or reckless acts or omissions. Contractor shall immediately discontinue any activity in which an unsafe or dangerous condition exists. Contractor shall train and supervise Contractor's staff and volunteers on safe theatre practices and adhere to City's safety procedures and guidelines. Contractor shall be solely responsible for the control and supervision of such participants. All such personnel shall be deemed the sole agents and employees of Contractor and shall be notified by Contractor of this circumstance. If, in the opinion of any City or Contractor employee, Contractor is conducting an activity in an unsafe manner, Contractor or its agents shall be informed and shall immediately discontinue such activity until such activity is able to be conducted in a safe manner approved by City staff. 8. Contractor shall replace or repair or cause to be replaced or repaired by factory authorized technicians City -owned equipment, instruments or materials identified by Project Manager or Facility Coordinator as having been lost, damaged or destroyed by Contractor or its agents. A written report must be made on a City form whenever City equipment is lost, damaged, or destroyed by Contractor. 9. Contractor shall bear responsibility for providing appropriate auxiliary aids, interpretive services and accommodations where they are necessary to achieve an equal opportunity for patrons to participate in and enjoy the benefits of public performances produced under the Agreement, in conformance with the Americans with Disabilities Act (ADA) of 1990 guidelines and requirements as amended. Printed programs shall include the following statement required by the Americans with Disabilities Act: "Persons with disabilities who require information on 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: ADA Coordinator, City of Palo Alto, 650-463-4952 (Voice) or ada(a3Cityofpaloalto.org (Internet). 10. Contractor shall maintain good standing as an independent, non-profit corporation under the laws of the State of California. 11. Contractor's signs or displays to be located on or in the Facility to are subject to approval by City. All displays may be put up at load -in and must be removed during strike. Inside the Facility, no display materials may be placed upon stucco walls. Lobby displays may be placed only on the lobby display boards, and all fasteners must be removed at the time display is taken down. Nothing may be posted on the exterior walls or doors of the Facility or in the Lucie Stern Community Center courtyard, except for items in the display case and an approved production name sign hung from the theatre balcony. Marquee signs must be constructed of light weight material, and shall be secured in such a way that the sign is unlikely to become dislodged by normal vibration or seismic activity. Signs shall be of a standard size no larger than ten feet in length and eight feet in height. All marquee signage must be attached to the theatre balcony with rigging so that the sign may be safely and easily removed for limited periods during photography shoots, special events, or building maintenance. Page 8 12. Contractor shall, within six hours after the conclusion of the final Performance clean and clear from the Facility, including the auditorium, stage, paint shop, scene shop, flat dock, and costume shop, green room, dressing rooms, rehearsal hall, hallways and outdoor areas adjacent to theatre and shop. Disassemble and store, to City's reasonable satisfaction, scenery, properties, and other production elements, within six hours after the final performance or on such other time schedule mutually agreed upon between Contractor and City and the incoming authorized user of the Facility, if any. The stage shall always be returned to its basic set-up as established by Project Manager or his/her designee unless there is a mutual agreement with the incoming group that has been approved by Project Manager or his/her designee. All items on the CHANGEOVER CHECKLIST are to be performed unless there is a mutual agreement with the incoming group that has been approved by the Project Manager or his/her designee. The Project Manager or his/her designee will sign a copy of the CHANGEOVER CHECKLIST form at the completion of the strike to signify acceptance of clean and neat facilities. The City shall, at its sole discretion, recover all of its costs, including staff time, from Contractor if Contractor fails to comply with this Section and City must clean and clear the Facility of Contractor's items. 13. Storage, paint, scene, and costume spaces shall always remain clean and clear of Contractor's materials other than those materials necessary for the ongoing maintenance and repair of the sets and costumes. 14. In addition to regular clean up, Contractor is responsible for participating in annual, deep clean ups of the Stern Theatre complex, up to 25 person hours per each theatre group. 15. Rehearsal Hall shall be cleared of all materials, except major set pieces and any rehearsal props and costumes, after each daily use. Rehearsal Hall is to be completely cleared within twenty-four (24) hours of final use. Kitchen, restrooms and dressing rooms shall be cleaned and cleared after each daily use. Trash, recycling and compostable materials are to be removed from all areas daily. Recyclables and compostable materials shall be placed in the recycling and composting carts near the trash dumpster and garbage and trash shall be placed into the dumpster. Contractor shall reduce waste, reuse and recycle per the City's Zero Waste Plan (Appendix D). Office space and hallways shall be kept continually clear, clean and orderly and neither space shall be used for the purpose of set, prop, or costume storage. Materials may not be left or stored any place out-of-doors overnight or when unattended by Contractor's personnel. 16. Contractor shall enforce current regulations as established by City with regard to smoking, food and drink in Facility as referenced throughout this agreement. Contractor shall provide ushers or sufficient staff at all previews and performances to enforce such regulations. Smoking is not permitted inside any City facility. No person shall bring any animal into the theatre. This regulation shall not apply to service animals assisting individuals with disabilities or to animals in training to become service animals. Use of Rpimals on the stage is subject to approval by City with reasonable notification. Food and drink are not permitted in the auditorium, light/sound booth or on stage, unless used as Page 9 part of a production scene. Food and drink shall be permitted only in approved areas such as the green room and lobby, with the exception of bottled water and sippy cups outlined below and on page 23, Exhibit D #27. Contractor shall clean up all food and drink containers daily after use Contractor shall have the right to sell or otherwise distribute adult sippy cups to patrons attending events. Aside from bottled water, no liquid refreshments are to be allowed in the Theatre auditorium other than with the use of Contractors' sippy cups. Contractor shall be responsible for the clean-up of any spillage resulting from the use of beverages in the auditorium including immediate clean-up required for patron safety as well as all required clean-up immediately following each event. At City's discretion, the City may request a damage deposit in advance or levy a charge should there be any damage, stains or excessive wear and tear caused by accidents related to the use of nippy cups. Contractor understands that it is responsible for immediate cleaning and any and all fees should problems occur. 17. Contractor shall remove from the Facility, at the conclusion of each Production, costumes, properties and sets created by Contractor with Contractor -owned materials, which costumes, properties and sets will remain the property of Contractor. All office equipment, construction tools, special effects and lighting equipment purchased and owned by Contractor will remain the private property of Contractor and City assumes no responsibility or liability for the loss or maintenance of such materials. All equipment, instruments, costumes and any other materials rented, borrowed or owned by any subcontractor, agent or person for Contractor is the responsibility of Contractor and/or its subcontractors, and City assumes no responsibility or liability for their maintenance or loss. Contractor assumes all liability and responsibility for any default on Production expenses. 18. Contractor shall be responsible for cleaning and restocking the Lucie Stern Community Center hallway restrooms for weekend performances, if and when the City has no custodial staff available. 19. Contractor shall comply with City noise ordinance levels for any outdoor activities, including load -in, strike, dismantling, or disposal, in cooperation with Stem Community Center staff. Shop doors facing Hopkins and Harriet Streets shall be closed between 8:00 p.m. and 8:00 a.m. 20. Contractor shall pay any additional Attendant according to prevailing rates as set forth in the Municipal Fee Schedule , pursuant to the following: For a period of one and one half (1 1/2) hours prior to until at least one half (1/2) hour after the completion of each Performance listed. 21. For any Performance not included in Schedule, Contractor may add additional performances of the Productions in Schedule, assuming availability, upon thirty (30) days' advance notice to City and City approval. Page 10 22. Contractor shall provide House Manager and ushers for every Performance or event whenever the public is in attendance. Contractor shall only engage the services of ushers that have been trained in theatre emergency, safety and use procedures usher. Ushers must be available to assist patrons under all circumstances and must be aware of and able to assist disabled persons. Contractor's House Manager and ushers must also be available to assist in emergency situations throughout the entire Performance until the audience has left the theatre. Ushers must ensure that wheelchairs, walkers, etc. are not blocking any of the aisles or exits. Ushers shall return seats to the upright position and remove litter from the auditorium and restrooms at the conclusion of each performance. 23. Contractor shall install and/or remove the removable ADA auditorium seats in designated areas to accommodate wheelchair patrons and as required due to the needs of the Production. 24. Contractor may be entitled, based on availability and at the discretion of the City, to a small amount of time each year (approximately 3 to 10 hours, depending on the rooms requested and their size) in Stern Community Center rental spaces, limited to one of the following: the Ballroom, Fireside Room or Community Room, on a gratis basis, and excluding Saturday nights and any other rental sites, including but not limited to the Art Center Auditorium. The City at its discretion may make exceptions. Contractor may rent spaces as per Municipal Fee Schedule. 25. Contractor shall cause to have present at the Facility at all times when Contractor or any of its employees, subcontractors or volunteers is in the Facility, one of Contractor's designated and City -approved key and/or card holders. Any exceptions must be approved by City in writing. 26. Contractor shall report to the police any incidents of a criminal or suspicious nature occurring on City property, and notify City within twelve hours. If initial notification is verbal, Contractor must subsequently submit the information in writing to City on a form provided by City. 27. Contractor shall ensure that the doors to the Scene Shop, Rehearsal Hall, and Costume Shop, as well as any other exterior access doors to any area of the Facility, are not left open, unlocked or left with the locking mechanism disabled, even if only briefly, at any time when the immediate area secured by the door is unoccupied by Contractor. Failure to do this may be deemed a material breach by the City. When leaving the Facility unoccupied, the Contractor should confirm that all exterior doors to the Facility are secure, and that the perimeter alarm is engaged. 28. Contractor shall complete a City Report of Accident/Property Damage report (Appendix E) for any and all accidents, injuries or property damage if a City employee is not present to fill out the report. 29. Contractor shall operate and conduct business in compliance with City's Zero Waste Plan Page 11 (Appendix D) for all activities including, but not limited to, set construction and strike, food and beverage service, and office activities. The goal is to send as little waste to landfill as possible through waste reduction, reuse and recycling. To achieve this goal Contractor must first reduce waste whenever possible. 30. Contractor shall avoid the use for food/beverage service of disposables, including, but not limited to, Styrofoam and other plastics. Reusable food/beverage service ware should be utilized to the maximum extent possible. Where a reusable food/beverage service option is not available, Contractor shall choose items that are recyclable. For concessions, choose product packaging that is recyclable. 31. Contractor shall practice reuse before, during and after Production. City shall provide a list of reuse resources to avoid the disposal of construction materials, sets and props. Contractor must recycle construction debris from set materials (e.g. wood, metal). 32. Contractor shall recycle all materials included in the City's Recycling Program including paper (all types), plastic containers #1-#7, cardboard, glass bottles and jars, and metal cans. Compostable materials will be disposed of in designated compost waste receptacles. Contractor responsible for proper disposal of HazMat items. 33. Contractor shall include on the title page of all Production and event programs and Contractor's website the following credit: "Use of this Facility is made possible through support from The City of Palo Alto, Community Services Department, Division of Arts and Sciences," and include the official City of Palo Alto logo on the title page or prominent placement within event programs; print in all publicity for the Productions, including, but not limited to, mailings, flyers, posters, brochures, website, social media and paid or public service advertising, the statement: "In cooperation with the City of Palo Alto Community Services Department, Division of Arts and Sciences." The City of Palo Alto, Community Services Department, Division of Arts and Sciences shall also be credited in the Contractor's list of funders as a "Civic Sponsor." Where data collection from patrons of Facility is performed, Resident Theatre Company(ies) agree as follows: a. To provide City with the results of market research surveys; b. Cooperate with City to add City desired inquiries to any market research surveys performed; and c, Shall not include such inquiries regarding the City or the Facility without preapproval from City. 34. Contractor shall have the right to borrow available City owned properties, sets, costumes and scenery for its productions scheduled in this Agreement when deemed available by City. Costumes, properties and sets created by Contractor with Contractor -owned materials shall remain the property of Contractor. Contractor property shall be removed from Facility at the conclusion of the production in which such materials are used. The City may, on a case -by -case basis, authorize exceptions. All office equipment, Page 12 construction tools, special effects and lighting equipment purchased and owned by Contractor will remain the private property of Contractor and the City assumes no responsibility or liability for the loss or maintenance of such materials. All equipment, instruments, costumes and any other materials rented, borrowed or owned by any subcontractor, agent or person for the Contractor is the responsibility of the Contractor and/or its subcontractors, and the City assumes no responsibility or liability for its maintenance or loss. 35. If minors are involved in the Production, Contractor shall comply with all of the State of California's rules and regulations regarding Child Labor. 36. Page 13 EXHIBIT B RESPONSIBILITIES OF CITY During the Term of this Agreement, City shall: 1. Allow Contractor the use of the Facility for uses in accordance with this Agreement. 2. Allow the use of the stage and the auditorium prior to the opening night of the Productions, with the exception of necessary maintenance procedures that may require access to the stage and auditorium during this period, according to the Schedule. Allow the Contractor use of the rehearsal hall, box office, scene shop, paint shop and costume shop according to the Schedule as supplied by Contractor and approved by City .. Additional facility use may be provided as specified in item (Exhibits A and B) ) above; however, priority use of the room will always be given to actual rehearsals of productions covered by a contract with City. City reserves the right to allow other uses of space within the Facility when not in actual, scheduled use by Contractor on a non-interference basis and with at least forty-eight (48) hours' prior notice to Contractor. 3. Allow Contractor to use all operational production equipment in City's inventory as requested by Contractor and approved in writing by City. Contractor shall take such equipment "as is" and is responsible for ensuring that such equipment is in a safe condition prior to use and is returned in working condition at the conclusion of its use or of the Production. 4. Unless the City deems unnecessary, provide a Facilities Attendant for a period of one and one half (1 1/2) hours prior to and until at least one half (112) hour after the completion of each Performance. 5. Provide persons designated by Contractor and approved by City with keys, proximity cards (up to a maximum of six), and alarm codes for access to the Facility for the sole purpose of carrying out the requirements of the Agreement. Keys, proximity cards, and alarm codes shall not be loaned or transferred and shall be used only by the designated persons. In the event that Contractor fails to properly open or lock and secure City facilities leading to a false alarm call -out or leaves areas of the facility unlocked and unattended, a Two Hundred Dollar ($200.00) penalty shall be paid to City on each such occasion. In the event that a designated key holder loses any key or proximity card issued by City, Contractor shall be assessed a Seventy -Five Dollar ($75.00) replacement charge for each key or proximity card or pay for the cost of rekeying or reprogramming the locks of Facility if circumstances indicate it as determined in City's reasonable judgment. Contractor will be responsible and held accountable for all personnel, properties and activities of Contractor and its employees and/or agents. 6. Have the right, with no notice, to suspend the Agreement if Facility should be Page 14 declared uninhabitable for reasons of safety by the proper authorities (e.g., if the building should be damaged in an earthquake and be declared unsafe for occupancy). If there is an outbreak of pandemic flu or other medical emergency and places of public gatherings are closed, City shall not assume any financial responsibility for loss of revenue by Contractor. Page 15 EXHIBIT C GENERAL CONDITIONS 1. Citv. The City designates the CSD Assistant Director of the Arts & Sciences Division, or his or her designee, as Project Manager for City, who shall render overall supervision of the progress and performance of this Agreement. City reserves right to change this designation at any time during the Term of this Agreement. All City services set forth in this Agreement shall be performed by City under the overall supervision of Project Manager or its Facility Coordinator. Contractor and its Project Liaison shall communicate with the Project Manager in all matters dealing with City policies, funding, facilities, equipment and other City departments outside the Facility. 2. Contractor. Contractor shall assign a single Contractor Liaison who shall have overall responsibility for the compliance of this Agreement. Should circumstances or conditions subsequent to the execution of this Agreement require a different liaison, Contractor shall notify City in writing immediately of same. Contractor shall ensure that its Liaison communicates effectively with the City at all times under this Agreement. 3. Access. Contractor shall not prevent Project Manager, facility maintenance personnel, andlor others specifically designated by Project Manager from access to the Facility; provided, however, that City shall use its best efforts to give advance notice and not to disrupt the activities of Contractor as permitted by the Agreement. The Project Manager and others specirfcally designated by Project Manager shall attempt to coordinate such access if possible. Notwithstanding the foregoing, except in the case of emergency or if they are present on the premises as members of the audience or specifically invited into the backstage areas of the theatre, Project Manager, facility maintenance personnel and/or others specifically designated by the Project Manager shall not enter the auditorium or backstage areas during public performances of a production. 4. Days Defined. The term "days" shall mean calendar clays. 5. Qualifications. Contractor represents that it is qualified to furnish the Services described under the Agreement. 6. Ticket Sales: (a) Contractor shall be responsible for sale of season tickets and single tickets, depositing of revenue and reporting of revenue and expenditures, and shall place available tickets for each production for sale at the Facility box office one hour prior to each performance. Until one (1) hour prior to the beginning of a Page 16 performance, Contractor shall not sell (a) seat numbers Cl, C2, D1, D2, D3, and D4; (b) either (i) the block of seats T2, T4, T6, T8, T10, U2, U4, U6, U8 and U10 or (ii) the block of seats Ti, T3, T5, T7, T9, Ul, U3, U5, U7 and U9 for the purpose of making such seats available for the disabled; provided, however, that this Section 10(b) shall not apply to the sale of tickets for such seats to persons who identify themselves as disabled when they purchase their ticket. (b) Contractor agrees the price of admission for the season shall be as set forth in their ticket salesreporting to the City, at the time of submitting financial records. (c) Contractor shall provide City, when requested by Project Manager or his/her designee, with at least six (6) complimentary tickets for each Production on the date(s) requested. Best available seating will be provided to City if any seats are available at the time of the request. (d) Contractor may operate an intermission snack concession during each performance under this Agreement. Contractor shall conduct such operation in a safe, clean manner and shall hold City harmless from any claim or demand or liability of any nature whatsoever which may arise out of such operation. 7. Composition of Contractor. Throughout the term of this Agreement, Contractor shall remain an independent, non-profit public benefit corporation, in good standing under all applicable local, state and federal laws. 8. Fiscal Responsibilities of Contractor. (a) Fiscal Agent. Contractor shall appoint a fiscal agent who shall be responsible for the financial and accounting activities of Contractor, including the receipt and disbursement of Contractor funds. Contractor shall provide City with the name of a fiscal agent in writing and shall immediately notify Project Manager of any changes occurring during the Tenn. Contractor shall have sole responsibility for the safekeeping of Contractor tickets and monies. (b) System of Accounts. Contractor and its fiscal agent shall establish and maintain a system of accounts that shall be in conformance with generally accepted principles of accounting for budgeted funds. Such system of accounts shall be subject to the review and approval of City. (c) Financial Records. In support of its system of accounts, Contractor shall maintain complete and accurate records of all financial transactions, including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, and bank statements. City may inspect these records at Contractor's office upon reasonable advance notice and during normal business hours upon request. NOTE: Contractor's cash receipts are not to be stored on the Premises between Productions. Page 17 (d) Audit of surcharge payments. Contractor shall retain for a period of at least three (3) years records of tickets sold through their automated ticketing system, sales records, and a verified report of sold and unsold tickets which must be made available to City Auditor upon request. 9. Production Reports and Records. (a) Reports. On reasonable notice and with reasons specified, Contractor shall grant Project Manager and/or City's Auditor access to all Contractor records relating to this Agreement, including performance records, data, statements, and reports. (b) Tax Form 199. A copy of Contractor's most recently filed California State Tax Form 199, "California Exempt Organizations Annual Information Return" must be filed with Project Manager or his/her designee within fifteen (15) days of when it is due to the State of California and shall also be attached to this Agreement prior to its final approval (Attachment 5). 10. Corrective Action Requirement/Disputes. In the event City should determine from any source, including but not limited to reports submitted by Contractor under this Agreement to City or any evaluation report from any source, that Contractor may not be in compliance with any provision of the Agreement, City may forward to Contractor written notice of same. Such notice shall specify with particularity the nature of the condition(s) or issue(s) that require(s) corrective action and may include a recommendation as to appropriate corrective action. Within fifteen (15) days of City's request, Contractor shall submit its written response to the notice, which response shall set forth its view of the alleged violation and its proposed plan, if any, for corrective action. Upon request of either Party, the Parties shall meet within five (5) days thereafter to discuss the alleged violation and proposed corrective action. Should the Contractor fail to submit a response within the above timeframe, or should fail to follow through on corrective action, the City may a fine of up to $100 for and initial violation, or up to $1000 for repeated violations. 11. Subcontractors. Contractor shall be responsible for employing or engaging all persons necessary to perform the Services of Contractor hereunder. All subcontractors are deemed to be agents of Contractor and Contractor agrees to be responsible for their performance. Contractor shall give its personal attention to the fulfillment of the provisions of the Agreement by all of its employees, participants, volunteers, and subcontractors. 12. Intoxication. Contractor agrees to be responsible for injuries or damage caused by any of its directors, officers, employees, agents, subcontractors, or volunteers who are under the influence of alcohol, drugs, hallucinogens or narcotics, Page 18 whether or not legally prescribed. Neither Contractor nor City shall permit any of Contractor's employees or volunteers discovered to be under the influence of any of the foregoing substances from remaining in any facility used under the terms of this Agreement and City reserves the right of denying such person's further participation in any activities in Facility. Consumption of alcoholic beverages or use of illegal drugs at the Facility is expressly forbidden by any person working for Contractor, paid or volunteer. This includes all staff, actors, crew and musicians. 13. Worker's Compensation. Contractor certifies that it is aware of the provisions of the Labor Code of the State of California, which requires every employer to be insured against liability for workers' compensation and certifies that Contractor shall comply with Worker's Compensation laws of the State of California during the Term of this Agreement. 14. Weapons. For the avoidance of doubt, no firearms or other weapons, whether loaded or not, shall be allowed in the Facility or any other City property. Stage weapons and firearms designed solely for the use of blank cartridges will be allowed if they are being used as a prop in the current Production, but must be stored, when not being used, in a secure manner by Contractor's stage manager or his/her designee. 15. Legal Compliance. Contractor and all its paid employees, subcontractors, and volunteer participants are required to abide by all applicable federal, state and local laws and ordinances. 16. Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when received if transmitted by fax, email or regular US mail; if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such document is legible and that at the time such document is sent the sending Party receives written confirmation of receipt; if sent for next day delivery to a domestic address by recognized overnight delivery service (erg., Federal Express); and upon receipt, if sent by certified or registered mail, return receipt requested. Page 19 EXHIBIT D OPERATING POLICIES FOR ALL USERS OF THE STERN THEATRE 1. Resident Theatre Companies — The City of Palo Alto has long-standing relationships with Resident Theatre Companies to provide programming at the Lucie Stern Community Theatre. These organizations serve as "house companies" and provide the primary programming featured on the stage of the Theatre. The Resident Theatre Companies include: Palo Alto Players, TheatreWorks Silicon Valley (TheatreWorks) and West Bay Opera. 2. Rental Agreement - All performances and associated activities held at the Facility must have a fully executed rental agreement prior to the Contractor's arrival at the facility. Resident Theatre Companies must have a fully executed Agreement. 3. Theatre Use Tames — The Theatre is available for use between 8:00 am and midnight and no activity may take place outside of this time period. This available use time includes all production related activities, including load -in, load -out, set building, scene shop activities, costume shop activities, rehearsal and public performance. 4. Provision of Trained House Staff— Contractor must provide a qualified house manager and trained house staff for all public events, including ticket takers, ushers and box office personnel. These personnel may be paid or volunteer, at the sole discretion of Contractor. All paid and volunteer staff must by framed by Contractor both through an annual training workshop and through a day -of -show orientation. This training and orientation shall include public relations, event information, seating locations, directions for assisting disabled patrons, use of the bearing assistance devises, emergency exits and evacuation procedures and fire alarm procedures. At all times the safety, comfort and event experience of Theatre patrons will be placed in high priority. 5. Regulations for Consumption of Alcoholic Beverages — Contractor must comply with all State and City laws relating to the sale and consumption of alcoholic beverages. Alcohol is allowed in the Theatre during public performances, with pre -approval by the City of Palo, which shall not be unreasonably withheld. Unless otherwise specifically approved, the sale or free distribution of alcoholic beverages is limited to wine, champagne, beer and sparkling wine. If alcohol is to be provided for sale, Contractor must possess a valid on -sale alcohol permit approved by the California Department of Alcoholic Beverage Control (ABC). All requirements must be posted as per ABC requirements and Contractor is responsible for ensuring that no individual under the age of 21 is served alcohol. Contractor agrees that identification will be checked for individuals s appearing to be under the age of 30. At no times may event participants, including actors, musicians, employees or event volunteers be served alcoholic beverages. 6. Insurance Provision for the Sale or Free Distribution of Alcoholic Beverages — For all events during which alcohol is to be provided for sale or at no cost to patrons, Contractor must provide the City of Palo Alto with proof of liquor liability insurance with minimum coverage of $2 million pursuant to Exhibit E. Page 20 7. Janitorial Duties Relating to Food and Beverage Sales — Upon the completion of each event, Contractor shall clean-up and remove all trash and supplies relating to the distribution of food and beverage, including alcoholic beverages, including but not limited to empty bottles or containers, glassware (plastic or glass), used napkins, food and other trash or unused supplies. All garbage containers are to be removed from the Theatre and dumped in appropriate garbage bins. If required, doors should be opened to allow fresh air into the lobby or event spaces to ensure that the smell of alcohol or food is not present in the Theatre at the end of each event At no time can this task be left for completion on the following day(s). 8. Production Equipment - Contractors shall be required to use the in-house production equipment. At the expense of Contractor, additional equipment to augment the in-house system may be provided by a third -party Contractor with City approval. 9. Complimentary Tickets - Contractor shall have the right to issue complimentary tickets for events produced at Theatre. The number of complimentary tickets for any given events must not exceed ten percent (10%) of the total seating capacity without pre -approval by the City. 10. Refunds - If the event(s) anticipated in a Theatre Use Agreement are cancelled, Contractor shall have the sole responsibility and authority to provide refunds to the public and shall control all box office receipts until all required refunds have been provided. 11. Ticket Prices - Contractor shall have the sole right to establish ticket prices for the event(s) anticipated in a Theatre Use Agreement. 12. Advertising — Contractor shall have the sole right and authority to design, develop and distribute all advertising and promotional materials for the events produced at Theatre and shall be responsible for the costs associated with this endeavor. No advertising materials may be displayed on the interior, exterior or any other part of Theatre without specific authorization from City of Palo Alto, other than the rack cards, window boxes and banners currently used. 13. Storage of User's Property — Any property belonging to Contractor, or third parties such as caterers, decorators or florists may not be stored overnight either prior to or following the rental period. All requirements for load -in and load -out must be followed to ensure that events scheduled in Theatre innnediately before and after the Contractor's event can be fully and professionally supported. Long term on -site storage is to be requested by the Contractor and up to the City to permit 14. Animals - No live animals are to be brought into the facility without prior permission from the City of Palo Alto. 15. Staging —With proper care and repair, Contractor or its representative, as per normal operating procedure, may drill or nail sets or props into the stage floor of Theatre Page 21 16. SurfacesNails, hooks, tacks or screws may not be used on any surface or furnishing in Theatre, unless approved by the City. No tape or other materials may be applied to walls, glass, tables or any surface in the lobby, auditorium, green room or back stage areas. User will be held financially responsible for repair/replacement of any damaged or defaced property. No bunting, tissue paper, crepe paper or any other combustible material may be used at any time in the Theatre, without pre -approval from City. Similarly, no glitter, rice or confetti may be used anywhere within the facilities, including the auditorium, lobby, backstage areas, or outside areas such as the patio or courtyard. 17. Modifications to Theatre Building — Contractor shall not make any modifications to the Theatre that would leave permanent or disfiguring impacts to the facility. This includes the use of drills, nails or other attachment devices. If questions arise about the need to alter elements of the Theatre for production needs, Contractor agrccs to discuss these needs with City staff for pre - approval. 18. Use of Flammable Materials - The use of any flammable device or substance, including but not limited to pyrotechnics, candles, cigarette or cigars, or other materials or device with a flame is strictly forbidden. In rare cases, the City and Fire Marshall may approve, with adequate advance notification, in advance of at least 30 days prior to the first date of live public performance.. 19. Mechanical Smoke and Fog Equipment - Mechanical smoke or fog generating machinery can only be used with pre -approval of Theatre Management and is subject to inspection by the City Fire Marshall. The use of mechanical smoke or fog generating machinery must be tested at least 30 days prior to first use in the Theatre during live performances. This test must determine that the machinery does not cause the fire alarm system to respond. Any questions regarding this testing shall be subject to approval and guidance by the City Fire Marshall or a representative of the Palo Alto Fire Department. Any cost associated with the testing of this equipment or due to false alarms caused by this equipment will be the financial responsibility of Contractor. 20. Approval of Additional Production Techniques & Devices — The use of strobe lights, loud noises (i.e. gun shots), and aerial suspension must be pre -approved by the City of Palo Alto at least 30 days prior to the first date of live public performances. No fire arms are allowed in the Theatre and the use of any prop guns must be pre -approved by the City. Pyrotechnics, defined by PAFD as 'Any exothermic chemical reaction special effect that produces heat, flame, sound, light or a combination of these effects', must be pre -approved by the Fire Marshall unless a licensed pyrotechnic handler is being used by the theatre group. In that case, theatre group must provide written proof of the licensed pyrotechnic handler's name, license number, and contact info in advance. 21. Adherence to Fire Codes — Contractor is responsible for complying with all applicable sections of the California Fire Codes as adopted by the City and as may be amended from time to time, including, but not limited to: maintaining required clear emergency exit paths, proper use of fire doors, and adhering to posted occupancy loads. At no time during Theatre use may fire exit signs Page 22 by covered or otherwise dimmed. Should any question or doubt arise regarding the proper adherence or interpretation of fire code arise, Contractor shall be responsible for contacting the City Fire Marshal or other representative of the Palo Alto Fire Department for direction and advice. At all times, the direction and decisions of the Fire Department shall be viewed as the final authority. The Fire Marshal has the right to charge a fee for their inspection services and Contractor is obligated to pay it. 22. Adherence to Fire Inspection and Occupancy Load Requirements Stern Community Theatre is inspected routinely at least once a year by the Palo Alto Fire Department. The Fire Marshall should be notified of any productions where public safety questions or concerns arise during the set up or design, or the use of special effects during performances. Fire Inspections are listed in the Fee Schedule at $355/hour as of July, 2018 (and are subject to amendment by the City) which may be charged to Resident Theatre Company. At all times, Resident Theatre Companies are required to adhere to City Fire codes, including but not limited to, required occupancy loads for each section or room of the Theatre, good house- keeping of combustible materials, keeping exit ways clear and the storage/use/disposal of hazardous materials. As of 2018, these established occupancy loads are as follows: a. Front of Curtain Stage — 31 b. Behind Stage Curtain — 83 c. Orchestra Pit —14, unless otherwise approved by the Fire Marshall in sufficient advance. Any costs incurred for exceeding the limit will be incurred by Contractor. Any costs associated with exceeding the limit must be borne by Contractor. d. Basement below stage area — 7 e. Paint desk/shop off load -- 57 for musicians/vocals f. No occupancy is allowed in flat dock area other than removal/returning of props. There is a hazard of falling production items during a seismic event. Should occupancy be desired, all production items must be completely removed or areas for holding production items must be seismically secured in advance. The Palo Alto Fire Department is available to assist the Resident Theatre Companies if fire safety practices are in question. Please contact them at: 650-329-2194 option 1. 23. Fire Alarm Procedures — In the event that the fire alarm is activated, Contractor must immediately evacuate the building and wait for the Palo Alto Fire Department to arrive. Follow their instructions, and only reenter the building when given permission to do so. These procedures must be followed even in the case of a false alarm. Should the alarm go off during a performance, ushers should direct and assist patrons in exiting the building, and stage crew should trip the manual release of the fire curtain. Particular attention should be given to providing evacuation assistance to disabled, older and child patrons. If the system detects issues that do not rise to the level of setting off an alarm, the system may Page 23 produce an audible signal at the alarm panel in the green room, and possibly at the one in the lobby. In this case, the alarm company will contact the City of Palo Alto on call Facility staff, who will be dispatched to investigate and deal with the alert They should arrive within an hour. In no case should anyone but authorized personnel (City staff or Fire Department personnel) acknowledge, silence, or reset the alert on the alarm panel. 24. Event Safety and Security - Contractor shall provide for the orderly production of the event(s) anticipated in the Use Agreement and shall insure that the safety of the public and the Theatre are always maintained. If, at any time, the activities in Theatre appear to be detrimental to members of the public, City employees shall have a supercedingright to make decisions required to ensure safety and the professional presentation of the event. This shall include, but not be limited to, issues involving security in the building, ushering of patrons, production safety and other event related issues. Contractor agrees that at all times, decisions relating to these issues shall be made at the superceding discretion of City. In the event that security may be required, the City of Palo Alto shall have the sole right to approve the private security company and to establish the personnel requirements for the event(s) anticipated in the Use Agreement. The costs associated with the provision of private event security shall be the financial responsibility of Contractor. 25. Concession Sales - Contractor shall have exclusive rights to the sale of concession products including food or beverage, subject to City approval for the sale or provision of free alcohol. 26. Merchandise Sales - The Contractor shall have the right to sell merchandise to the patrons attending the event produced by Contractor. Use and Sale of Sippy Cups — With City approval, Contractor shall have the right to sell or otherwise distribute adult sippy cups to patrons attending events. If the City permits, no liquid refreshments are to be allowed in the Theatre auditorium other than with the use of Contractors' sippy cups, other than bottled water. Contractor shall be responsible for the clean-up of any spillage resulting from the use of beverages in the auditorium including immediate clean-up required for patron safety as well as all required clean-up immediately following each event. If the City so desires, the City may require a damage deposit in advance or a charge may be levied should there be any damage, stains or excessive wear and tear caused by accidents related to the use of sippy cups. 27. Force Majeure - If Theatre is deemed to be unfit for occupancy during the period covered by this agreement, by reason of fire, earthquake, strike, civil disturbance or any other cause beyond the control of the City of Palo Alto, then the agreement shall be of no further force and effect. 28. Use and Management of Hearing -Impaired Device Equipment -Contractor's personnel shall manage, distribute and collect the hearing -impaired devices ("headsets") that City owns for use by hearing -impaired persons at all Performances at the Facility, subject to the following restrictions: (a) Contractor shall verify that all headsets and batteries are present and functioning normally and shall report to Project Manager or his/her designee any missing or Page 24 broken items before taking control of them for the run of the Production. (b) For any damage or loss of any headset while under Contractor's control, Contractor shall promptly, upon request, pay City the fair market price for any necessary replacement or repair of any component of the headsets, as such replacement or repair is reasonably determined by Project Manager or his/her designee. (c) Contractor will diligently ensure the security of the headsets, in a manner approved by Project Manager or his/her designee, when the headsets are not in use. When the headsets are not so secured, Contractor will not leave the headsets unattended. (d) Contractor will provide at least one (1) person in the Facility lobby, whose sole responsibility will be to distribute and collect the headsets, as the case may be, pursuant to the following: (i) Beginning one-half(1/2) hour before each Performance until ten (10) minutes after the Performance begins; (ii) At all times during any and all intermissions; and (iii) From the end of the Performance until all of the headsets have been returned. (e) Contractor shall collect a Driver's License or credit card as security for the loan of a headset, which Driver's License or credit card will be returned to its owner upon return of the headset. Contractor will implement procedures for the safe handling of the Driver's Licenses and credit cards and their return to their owners. (f) Contractor's responsibility at the end of each performance will include the following: (i) Clean and otherwise sanitize all the earpieces by swabbing them with isopropyl alcohol swabs. (ii) Turn off the on/off/volume switches on all returned headsets and place them into the battery charger. (iii) Return all headsets and accessories to their storage case. (iv) Verify the presence of all sixteen (16) headsets. (v) Return the chargers to their place in the rolling cart. (vi) Return the rolling cart to the House Manager's Closet. (vii) Be sure the rolling cart is plugged into an electrical outlet. (viii) Make sure the battery charger is getting power, as indicated by the red lights Page 25 (ix) Padlock the rolling cart's doors shut, using either the padlock provided by City or a padlock supplied by Contractor, provided that Project Manager or his/her designee has been given a copy of the key or the combination. (x) immediately report to City's attendant at the Facility any missing headsets, and turn over to the attendant any malfunctioning headsets. Page 26 EXHIBIT E 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 AND 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: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH OCCURRENCE AGGREGATE YES WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY 52,000.000 S2,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE 52,000,000 S2,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE S2,000,000 S2,000,000 LIABILITY. (THIS MUST INCLUDE COMBINED. COVERAGE FOR SERVING LIQUOR IF LIQUOR IS SERVED OR SOLD). BODILY INJURY S1,000,000 51,000,000 - EACH PERSON S1.000,000 51,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON -OWNED - EACH OCCURRENCE PROPERTY DAMAGE 51,000,000 51,000,000 51,000,000 51,000,000 BODILY INJURY AND PROPERTY 51,000,000 51,000,000 DAMAGE, COMBINED YES PROPERTY INSURANCE ALL RISK COVERAGE NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES 51,000,000 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 SUBCONTRACTORS, 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. L INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND II. CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL Page 27 INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY 1S PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CONTRACTOR 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 rrs EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM,THE CONTRACTOR 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 CONTRACTOR SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION City OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 Page 28 Page 29 , AGREEMENT FOR PERFORMING ARTS SERVICES BETWEEN THE CITY OF PALO ALTO AND (THEATRE GROUP) THIS AGREEMENT FOR PERFORMING ARTS SERVICES ("Agreement") is made and entered into as of the day of , 2018 by and between THE CITY OF PALO ALTO, a California chartered municipal corporation ("City") and 1.( -- t5nA.. (� (Organization Name), a Califomia nonprofit public benefit corporation, locatid at (Address) (telephone: ("Contractor") (individually, a "Party" and, collectively, the "Parties"). 1. Services. During the Term of this Agreement Contractor shall present that portion of Contractor's Performances of its annual scheduled Productions that are produced at Facility pursuant to the Schedule approved by City for the Compensation set forth below, pursuant to the terms and conditions of this Agreement. 2. Facility. Facility shall mean the City -owned Lucie Stem Community Theatre, and for purposes of this Agreement, the Facility, is deemed to include those portions of the Lucie Stem Community Theatre including, but not limited to, the theatre, lobby, green room, dressing rooms, scene shop, paint shop, light and sound booth, flat storage, rehearsal hall and costume shop. 3. Performance. Performance shall mean a single instance of a staged theatrical Production pursuant to a Schedule for a single fiscal year (July 1, through June 30). 4. Production. Production shall mean all activity from inception to completion to include multiple Performances together with such normal activities to include but not limited to load -in, load -out, set building, lighting design, rehearsal, and activities taking place in the auditorium, stage, paint shop, scene shop, flat dock, costume shop, green room, dressing rooms, rehearsal hall, lobby, hallways and outdoor areas adjacent to Facility (collectively the "Production") pursuant to the Schedule. 5. Resident Theatre Companies. Resident Theatre Companies shall mean TheatreWorks Silicon Valley, Palo Alto Players, and West Bay Opera. 6. Schedule. Contractor's Schedule shall mean that particular schedule for all of its activities related to its planned Productions and Performances to be performed in one fiscal year as submitted to City Project Manager no later than fifteen days after they announce their annual season for the following calendar year. a. Resident Theatre Companies shall have the right of first refusal for scheduling and use of Facility over all others except for the City. b. City shall control and maintain a master theatre calendar to accurately reflect the actual usage Page 1 of each production space, including the date and purpose of each scheduled date. c. Dates of use shall be reserved on the master theatre calendar by the City Project Manager no later than fifteen days after the announcement of the annual season for each of the Resident Theatre Companies. This use reservation may be initially identified or blocked as a full day of use. However, to maintain complete information relating to actual Facility use, each Resident Theatre Company must provide the City Project Manager with clarification of the time and purpose of each day of use on the Master Theatre calendar no later than twenty-one (21) days after the completion of each Production. d. For the avoidance of doubt, the City, with advance notice and justification, has the right to change, cancel and control the scheduling of any and all activities, including Performances, at Facility. The City may delegate at its sole discretion the scheduling responsibility to one of the three Resident Theatre Companies. Such delegation shall be made in writing by the City and may be revoked by City at any time. 7. City's Project Manager. City shall assign a City employee, excluding any Party that may have a conflict of interest, as its Project Manager for the Term of this Agreement who shall be act on the City's behalf on all matters related to the use of Facility. City Project Manager shall have the authority to assign matters relating to the day-to-day use of Facility to a City employee who shall be referred to "Facility Coordinator". 8. Contractor Liaison. Contractor shall assign a Contractor employee as a liaison between Contractor, City and City Project Manager and as a liaison with other Resident Theatre Companies for all matters related to the use of Facility. 9. Operating Policies for Contractor Services. The Services shall be performed by Contractor pursuant to this Agreement and all Exhibits in particular, the "Operating Policies" attached hereto as Exhibit D. The City reserves the right to change or modify the Operating Policies during the Term of this Agreement provided however that City shall give Contractor a written thirty (30) day notice of same. 10. Term, Termination & Breach. This Agreement shall commence as of (DATE) and shall terminate on June 30, 2021 (the "Term"). The Term of this Agreement may be renewed for an additional three (3) year term by mutual agreement of the Parties to this Agreement. a. Termination for Material Breach & Cure of Default. This Agreement may be terminated upon material breach by either Party as set forth herein. The term "Material Breach" shall mean any material breach or default by a Party of any material covenant, duty or obligation under this Agreement. b. Notice & Cure. The non -defaulting Party shall provide written notice of its intention to terminate and declare a Material Breach or default under this Agreement, stating the reasons for the notice and the date of intended termination. The defaulting Party shall have a period of sixty (60) days to cure the breach. Upon the expiration of the cure period and where cure is not achieved within said cure period, or in instances where the breach cannot be cured within sixty (60) days, efforts to cure the breach Page 2 have not commenced or are not being diligently pursued, this Agreement shall terminate immediately upon receipt of written notice of termination by the non - defaulting Party. c. Material Breach by Contractor. Contractor breach of the following provisions of this shall be deemed a "Material Breach" for purposes of this Agreement and shall include failure of performance of any provision in (i) Section 1 through 14 of this Agreement or of any provision in Exhibits A, C, D, and E. d. Material Breach with regard to public safety must be cured by Contractor no later than 48 hours from receipt of notification of such violation. 11. Compensation. Contractor shall compensate City for the use of Facility, including use during public events and use for all other times when there is no public event. Compensation shall be derived as follows: a. Operating Cost Offset Fee: Contractor shall pay City $2.00 for each ticket sold for events with paid admission. This charge compensates City for use of Facility for all such days scheduled by Contractor, including performances, load -in, load -out, set building, rehearsal, and dark days. There shall be no additional compensation for use of Facility on days where no tickets are sold. b. Stern Theatre Improvement Fee: Commencing on July 1, 2019, Contractor shall pay City an additional $2.00 for each ticket sold for events with paid admission to indirectly offset the costs of building maintenance, enhancements, improvements, repairs and new equipment and furnishings for Facility. This fee may go up to $3.00 per ticket sold as of the new term beginning July 1, 2021. c. Funding of Fees: Contractor has sole authority to allocate the funds required for this payment to City from any revenues generated by the Contractor organization. d. Stern Theatre Improvement Annual Plan: Funds collected by the City from payment of Stern Theatre Improvement Fee shall fund improvements to the Facility as appropriated by and specified in the annual City budget. Items to be funded shall be recommended to City each year by a committee with representation from each of the three (3) Resident Theatre Companies and City staff. e. Facilities Attendant: At the discretion of the City, Contractor shall provide compensation for the Facilities Attendant present at each performance, at prevailing rates as set forth in the Municipal Fee Schedule. 12. Payment of'Compensation: Contractor shall pay City all required Compensation within thirty (30) days from the completion of each Production run. Payment shall be made in full and shall be reconciled against actual ticket sales. Along with payment, Contractor shall provide City with a printed report from their automated box office system that provides detailed ticket sales data for the Performances included in the payment. This "Event Ticket Sales Report" must include final sales data for each date of the performance run, the total Page 3 performance run, total ticket sales, ticket sales by pricing category, total sales revenues and issued complimentary tickets. If such report is not available within the automated box office system and Contractor is unable to develop such customized report, Contractor shall submit a report or multiple reports that will provide City with the required information. 13. Late Payments: If Contractor is late on payments, the City may, in its discretion, add a three percent (3%) surcharge levied for payments received between 31 days and 60 days after the closing date of the Production, a four percent (4%) surcharge levied for payments received between 61 days and 90 days after the closing date of the Production, and a five percent (5%) surcharge levied for payments received in excess of 90 days of the closing date of the Production. Payment must be accompanied by the production report specified in Exhibit C, Section (9), "PRODUCTION REPORTS AND RECORDS," item (a) before payment will be considered to have been made. 14. Indemnity: Contractor shall defend, indemnify and hold harmless City, its officers, contractors, agents, and employees and Facility from and against (a) any demands, claims, or liability of any nature, including injury or death or property damage, arising out of or in any manner related to performance or nonperformance by Contractor , its officers, agents, employees or any persons brought onto the Facility premises by or through Contractor, (b) any claims or demands made against City, its officers, agents or employees by reason of any infringement or alleged infringement of any copyright or trademark caused by or alleged to have been caused by Contractor or its subcontractor(s) under this Agreement, (c) any penalties imposed on account of the violation of any law or regulation or of any term or condition of any permit in connection with this Agreement, or (d) any damage arising under this Agreement from any loss or damage to materials and equipment owned, rented or borrowed by Contractor, its employees, subcontractors, participants, volunteers, sponsors or any others engaged in connection with the Services rendered by Contractor under this Agreement. 15. Insurance: Contractor, at its sole cost and expense, shall obtain and maintain in full force and effect throughout the Term of the Agreement insurance coverage pursuant to Exhibit E "Insurance Requirements". Cooperation: The Parties shall in good faith cooperate in all matters under the terms and conditions of this Agreement. Furthermore, the Parties agree to adhere all terms as outlined in the then current version of the Theatre Operating Plan (TOP) including its attachments, regarding jointly agreed upon Financial Participation Plan, Commitments (roles and responsibilities) and Joint Mission, Values and Goals. 16. Amendment: This Agreement this may be amended or modified only by written agreement, signed by the Parties to be bound. 17. Assignment: This Agreement may not be assigned by either Party, without the express written consent of the other Party or its successor in intere.,t. 18. Counterparts: This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Page 4 19. Governing Law: This Agreement shall be governed by and interpreted in accordance with the laws of the State of California. 20. Venue: Any action or suit or proceeding with respect to this Agreement shall be brought exclusively in the state courts of Santa Clara County, in the State of California or, where otherwise appropriate, exclusively in the federal courts of the Northern District of California. 21. Entire Agreement: This Agreement and the terms and conditions set forth in the attached Exhibits, and any Appendices or Attachments represent the entire Agreement between the Parties. All prior agreements, representations, statements, negotiations and undertakings whether oral or written are superseded hereby. 22. Exhibits, Appendecies, and Attachments: The Exhibits listed below, together with Appendices A through E are attached hereto and are incorporated herein by this reference. The Parties acknowledge that this Agreement shall have no force or effect unless all such Exhibits and Appendices are attached hereto. Exhibit A: Responsibilities of Contractor Exhibit B: Responsibilities of City Exhibit C: General Conditions Exhibit D: Facility Operating Policies Exhibit E: Insurance Requirements Appendicies: Building Safety Responsibility (Appendix A) Conduct in City Facilities (Appendix B) City of Palo Alto Safety Policy (Appendix C) Zero Waste Plan (Appendix D) City Report of Accident/Property Damage (Appendix E) 23. Order of Precedence: For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Agreement, the contract documents shall have the order of precedence as set forth below. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. a. Order of Precedence i. This Agreement (before all Exhibits) ii. Exhibit C: General Conditions iii. Exhibit E: Insurance Requirements iv. Exhibit A: Responsibilities of Contractor v. Exhibit B: Responsibilities of City vi. Appendices vii. Exhibit D: Facility Operating Policies Page 5 SIGNATURES OF THE PARTIES TO AGREEMENT NO. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT THE DAY, MONTH, AND YEAR FIRST WRITTEN ABOVE it,l,“3 b 160it.,2-tt chartered under the laws of the State of California (Organizati N ) a California non-profit public benefit corporation THE City OF PALO ALTO, a municipality By: By: City Manager e r ale t Full Name) Its: REPRESENTATIVE FOR City ( 0SC 6e40.4-AS2 To.ecivr- (Print Full Title) I.R.S. Number: 411..0_ 0505 3 AdYssi Leti‘ttiZetAlre. 414 , cii @i3aa TI? ) 5.34...,$)„ 3q`"9f/ Page 6 L. EXHIBIT A RESPONSIBILITIES OF THE CONTRACTOR Contractor shall comply with the duties in this Exhibit A: 1. Contractor shall abide by the Facility Operating Policy (Exhibit D) established by City for the use of Facility, equipment, and other production elements. 2. Contractor shall abide by the following: Building Safety Responsibility (Appendix A) Conduct in City Facilities (Appendix B), City of Palo Alto Safety Policy (Appendix C), Zero Waste Plan (Appendix D), and City Report of Accident/property Damage (Appendix E). Contractor shall follow safety procedures fo'r the use of power and hand tools, mechanical lifts, etc. including the use of safety goggles, ear protection, face shields, safety cables, outriggers, and all other safety provisions, as described in Building Safety Responsibility (Exhibit A). 3. Contractor's use of Facility must conform to the City's safety and fire codes and policies: Building Safety Responsibility (Appendix A) Conduct in City Facilities (Appendix B), City of Palo Alto Safety Policy (Appendix C), 4. Contractor's use of Facility must demonstrate ample awareness of the Facility's age and guard against unnecessary wear and tear. The scbpe of Productions by Contractormust not stress the Facility unduly and must be designed within_its restrictions of scope and scale. Productions that are deemed by the City to stress the Facility, such as causing excessive wear and tear or exceeding weight limits or safety regulations, will not be allowed. 5. Contractor shall bear sole responsibility for the control and supervision of all production activities and personnel associated with the events produced by Contractor. 6. Contractor shall be responsible for the safety and security for all personnel, patrons and participants. Contractor shall provide awareness and training to all personnel of their obligations and responsibilities under this Agreement. If City deems that any procedure followed by Contractor is unsafe, City has the authority to require the immediate suspension of such procedure. Contractor shall prevent or quickly mitigate any fire hazards or any items identified by the Fire Department during Facility inspections. 7. Contractor shall provide City with a copy of their Injury and Illness Prevention Policies which shall ensure that Contractor shall exercise safe practices in the use of City facilities and equipment, maintain and clear work areas, and, within twenty-four (24) hours, report, on a form provided by City (Appendix E), information regarding accidents. Immediately report to City on a form provided by City any breakage, malfunction, deterioration or loss of any of the City's resources (including musical instruments, tools, lights, sound equipment, props, curtains, etc.). Contractor will be responsible for costs of any repairs or necessary replacement needed due to breakage, malfunction, deterioration or loss (including possible theft) as a result of Contractor's willful, negligent, and/or reckless Page 7 acts or omissions. Contractor shall immediately discontinue any activity in which an unsafe or dangerous condition exists. Contractor shall train and supervise Contractor's staff and volunteers on safe theatre practices and adhere to City's safety procedures and guidelines. Contractor shall be solely responsible for the control and supervision of such participants. All such personnel shall be deemed the sole agents and employees of Contractor and shall be notified by Contractor of this circumstance. If, in the opinion of any City or Contractor employee, Contractor is conducting an activity in an unsafe manner, Contractor or its agents shall be informed and shall immediately discontinue such activity until such activity is able to be conducted in a safe manner approved by City staff. 8. Contractor shall replace or repair or cause to be replaced or repaired by factory authorized technicians City -owned equipment, instruments or materials identified by Project Manager or Facility Coordinator as having been lost, damaged or destroyed by Contractor or its agents. A written report must be made on a City form whenever City equipment is lost, damaged, or destroyed by Contractor. 9. Contractor shall bear responsibility for providing appropriate auxiliary aids, interpretive services and accommodations where they are necessary to achieve an equal opportunity for patrons to participate in and enjoy the benefits of public performances produced under the Agreement, in conformance with the Americans with Disabilities Act (ADA) of 1990 guidelines and requirements as amended. Printed programs shall include the following statement required by the Americans with Disabilities Act: "Persons with disabilities who require information on 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: ADA Coordinator, City of Palo Alto, 650-463-4952 (Voice) or ada@Cityofpaloalto.org (Internet). 10. Contractor shall maintain good standing as an independent, non-profit corporation under the laws of the State of California. 11 Contractor's signs or displays to be located on or in the Facility to are subject to approval by City. All displays may be put up at load -in and must be removed during strike. Inside the Facility, no display materials may be placed upon stucco walls. Lobby displays may be placed only on the lobby display boards, and all fasteners must be removed at the time display is taken down. Nothing may be posted on the exterior walls or doors of the Facility or in the Lucie Stem Community Center courtyard, except for items in the display case and an approved production name sign hung from the theatre balcony. Marquee signs must be constructed of light weight material, and shall be secured in such a way that the sign is unlikely to become dislodged by normal vibration or seismic activity. Signs shall be of a standard size no larger than ten feet in length and eight feet in height. All marquee signage must be attached to the theatre balcony with rigging so that the sign may be safely and easily removed for limited periods during photography shoots, special events, or building maintenance. 12. Contractor shall, within six hours after the conclusion of the final Performance clean and Page 8 clear from the Facility, including the auditorium, stage, paint shop, scene shop, flat dock, and costume shop, green room, dressing rooms, rehearsal hall, hallways and outdoor areas adjacent to theatre and shop. Disassemble and store, to City's reasonable satisfaction, scenery, properties, and other production elements, within six hours after the final performance or on such other time schedule mutually agreed upon between Contractor and City and the incoming authorized user of the Facility, if any. The stage shall always be returned to its basic set-up as established by Project Manager or his/her designee unless there is a mutual agreement with the incoming group that has been approved by Project Manager or his/her designee. All items on the CHANGEOVER CHECKLIST are to be performed unless there is a mutual agreement with the incoming group that has been approved by the Project Manager or his/her designee. The Project Manager or his/her designee will sign a copy of the CHANGEOVER CHECKLIST form at the completion of the strike to signify acceptance of clean and neat facilities. The City shall, at its sole discretion, recover all of its costs, including staff time, from Contractor if Contractor fails to comply with this Section and City must clean and clear the Facility of Contractor's items. 13. Storage, paint, scene, and costume spaces shall always remain clean and clear of Contractor's materials other than those materials necessary for the ongoing maintenance and repair of the sets and costumes. 14. In addition to regular clean up, Contractor is responsible for participating in annual, deep clean ups of the Stern Theatre complex, up to 25 person hours per each theatre group. 15. Rehearsal Hall shall be cleared of all materials, except major set pieces and any rehearsal props and costumes, after each daily use. Rehearsal Hall is to be completely cleared within twenty-four (24) hours of final use. Kitchen, restrooms and dressing rooms shall be cleaned and cleared after each daily use. Trash, recycling and compostable materials are to be removed from all areas daily. Recyclables and compostable materials shall be placed in the recycling and composting carts near the trash dumpster and garbage and trash shall be placed into the dumpster. Contractor shall reduce waste, reuse and recycle per the City's Zero Waste Plan (Appendix D). Office space and hallways shall be kept continually clear, clean and orderly and neither space shall be used for the purpose of set, prop, or costume storage. Materials may not be left or stored any place out-of-doors overnight or when unattended by Contractor's personnel. 16. Contractor shall enforce current regulations as established by City with regard to smoking, food and drink in Facility as referenced throughout this agreement. Contractor shall provide ushers or sufficient staff at all previews and performances to enforce such regulations. Smoking is not permitted inside any City facility. No person shall bring any animal into the theatre. This regulation shall not apply to service animals assisting individuals with disabilities or to animals in training to become service animals. Use of animals on the stage is subject to approval by City with reasonable notification. Food and drink are not permitted in the auditorium, light/sound booth or on stage, unless used as part of a production scene. Food and drink shall be permitted only in approved areas such as the green room and lobby, with the exception of bottled water and sippy cups outlined Page 9 below and on page 23, Exhibit D #27. Contractor shall clean up all food and drink containers daily after use Contractor shall have the right to sell or otherwise distribute adult sippy cups to patrons attending events. Aside from bottled water, no liquid refreshments are to be allowed in the Theatre auditorium other than with the use of Contractors' sippy cups. Contractor shall be responsible for the clean-up of any spillage resulting from the use of beverages in the auditorium including immediate clean-up required for patron safety as well as all required clean-up immediately following each event. At City's discretion, the City may request a damage deposit in advance or levy a charge should there be any damage, stains or excessive wear and tear caused by accidents related to the use of sippy cups. Contractor understands that it is responsible for immediate cleaning and any and all fees should problems occur. 17. Contractor shall remove from the Facility, at the conclusion of each Production, costumes, properties and sets created by Contractor with Contractor -owned materials, which costumes, properties and sets will remain the property of Contractor. All office equipment, construction tools, special effects and lighting equipment purchased and owned by Contractor will remain the private property of Contractor and City assumes no responsibility or liability for the loss or maintenance of such materials. All equipment, instruments, costumes and any other materials rented, borrowed or owned by any subcontractor, agent or person for Contractor is the responsibility of Contractor and/or its subcontractors, and City assumes no responsibility or liability for their maintenance or loss. Contractor assumes all liability and responsibility for any default on Production expenses. 18. Contractor shall be responsible for cleaning and restocking the Lucie Stern Community Center hallway restrooms for weekend performances, if and when the City has no custodial staff available. 19. Contractor shall comply with City noise ordinance levels for any outdoor activities, including load -in, strike, dismantling, or disposal, in cooperation with Stern Community Center staff. Shop doors facing Hopkins and Harriet Streets shall be closed between 8:00 p.m. and 8:00 a.m. 20. Contractor shall pay any additional Attendant according to prevailing rates as set forth in the Municipal Fee Schedule , pursuant to the following: For a period of one and one half (1 1/2) hours prior to until at least one half (1/2) hour after the completion of each Performance listed. 21. For any Performance not included in Schedule, Contractor may add additional performances of the Productions in Schedule, assuming availability, upon thirty (30) days' advance notice to City and City approval. 22. Contractor shall provide House Manager and ushers for every Performance or event Page 10 whenever the public is in attendance. Contractor shall only engage the services of ushers that have been trained in theatre emergency, safety and use procedures usher. Ushers must be available to assist patrons under all circumstances and must be aware of and able to assist disabled persons. Contractor's House Manager and ushers must also be available to assist in emergency situations throughout the entire Performance until the audience has left the theatre. Ushers must ensure that wheelchairs, walkers, etc. are not blocking any of the aisles or exits. Ushers shall return seats to the upright position and remove litter from the auditorium and restrooms at the conclusion of each performance. 23. Contractor shall install and/or remove the removable ADA auditorium seats in designated areas to accommodate wheelchair patrons and as required due to the needs of the Production. 24. Contractor may be entitled, based on availability and at the discretion of the City, to a small amount of time each year (approximately 3 to 10 hours, depending on the rooms requested and their size) in Stern Community Center rental spaces, limited to one of the following: the Ballroom, Fireside Room or Community Room, on a gratis basis, and excluding Saturday nights and any other rental sites, including but not limited to the Art Center Auditorium. The City at its discretion may make exceptions. Contractor may rent spaces as per Municipal Fee Schedule. 25. Contractor shall cause to have present at the Facility at all times when Contractor or any of its employees, subcontractors or volunteers is in the Facility, one of Contractor's designated and City -approved key and/or card holders. Any exceptions must be approved by City in writing. 26. Contractor shall report to the police any incidents of a criminal or suspicious nature occurring on City property, and notify City within twelve hours. If initial notification is verbal, Contractor must subsequently submit the information in writing to City on a form provided by City. 27. Contractor shall ensure that the doors to the Scene Shop, Rehearsal Hall, and Costume Shop, as well as any other exterior access doors to any area of the Facility, are not left open, unlocked or left with the locking mechanism disabled, even if only briefly, at any time when the immediate area secured by the door is unoccupied by Contractor. Failure to do this may be deemed a material breach by the City. When leaving the Facility unoccupied, the Contractor should confirm that all exterior doors to the Facility are secure, and that the perimeter alarm is engaged. 28. Contractor shall complete a City Report of Accident/Property Damage report (Appendix E) for any and all accidents, injuries or property damage if a City employee is not present to fill out the report. 29. Contractor shall operate and conduct business in compliance with City's Zero Waste Plan (Appendix D) for all activities including, but not limited to, set construction and strike, food and beverage service, and office activities. The goal is to send as little waste to Page 11 landfill as possible through waste reduction, reuse and recycling. To achieve this goal Contractor must first reduce waste whenever possible. 30. Contractor shall avoid the use for food/beverage service of disposables, including, but not limited to, Styrofoam and other plastics. Reusable food/beverage service ware should be utilized to the maximum extent possible. Where a reusable food beverage service option is not available, Contractor shall choose items that are recyclable. For concessions, choose product packaging that is recyclable. 31. Contractor shall practice reuse before, during and after Production. City shall provide a list of reuse resources to avoid the disposal of construction materials, sets and props. Contractor must recycle construction debris from set materials (e.g. wood, metal). 32. Contractor shall recycle all materials included in the City's Recycling Program including paper (all types), plastic containers #1-#7, cardboard, glass bottles and jars, and metal cans. Compostable materials will be disposed of in designated compost waste receptacles. Contractor responsible for proper disposal of HazMat items. 33. Contractor shall include on the title page of all Production and event programs and Contractor's website the following credit: "Use of this Facility is made possible through support from The City of Palo Alto, Community Services Department, Division of Arts and Sciences," and include the official City of Palo Alto logo on the title page or prominent placement within event programs; print in all publicity for the Productions, including, but not limited to, mailings, flyers, posters, brochures, website, social media and paid or public service advertising, the statement: "In cooperation with the City of Palo Alto Community Services Department, Division of Arts and Sciences." The City of Palo Alto, Community Services Department, Division of Arts and Sciences shall also be credited in the Contractor's list of funders as a "Civic Sponsor." Where data collection from patrons of Facility is performed, Resident Theatre Company(ies) agree as follows: a. To provide City with the results of market research surveys; b. Cooperate with City to add City desired inquiries to any market research surveys performed; and c. Shall not include such inquiries regarding the City or the Facility without preapproval from City. 34. Contractor shall have the right to borrow available City owned properties, sets, costumes and scenery for its productions scheduled in this Agreement when deemed available by City. Costumes, properties and sets created by Contractor with Contractor -owned materials shall remain the property of Contractor. Contractor property shall be removed from Facility at the conclusion of the production in which such materials are used. The City may, on a case -by -case basis, authorize exceptions. All office equipment, construction tools, special effects and lighting equipment purchased and owned by Contractor will remain the private property of Contractor and the City assumes no Page 12 responsibility or liability for the loss or maintenance of such materials. All equipment, instruments, costumes and any other materials rented, borrowed or owned by any subcontractor, agent or person for the Contractor is the responsibility of the Contractor and/or its subcontractors, and the City assumes no responsibility or liability for its maintenance or loss. 35. If minors are involved in the Production, Contractor shall comply with all of the State of California's rules and regulations regarding Child Labor. Page 13 EXHIBIT B RESPONSIBILITIES OF CITY During the Term of this Agreement, City shall: 1. Allow Contractor the use of the Facility for uses in accordance with this Agreement. 2. Allow the use of the stage and the auditorium prior to the opening night of the Productions, with the exception of necessary maintenance procedures that may require access to the stage and auditorium during this period, according to the Schedule. Allow the Contractor use of the rehearsal hall, box office, scene shop, paint shop and costume shop according to the Schedule as supplied by Contractor and approved by City .. Additional facility use may be provided as specified in item (Exhibits A and B)) above; however, priority use of the room will always be given to actual rehearsals of productions covered by a contract with City. City reserves the right to allow other uses of space within the Facility when not in actual, scheduled use by Contractor on a non-interference basis and with at least forty-eight (48) hours' prior notice to Contractor. 3. Allow Contractor to use all operational production equipment in City's inventory as requested by Contractor and approved in writing by City. Contractor shall take such equipment "as is" and is responsible for ensuring that such equipment is in a safe condition prior to use and is returned in working condition at the conclusion of its use or of the Production. 4. Unless the City deems unnecessary, provide a Facilities Attendant for a period of one and one half (1 1/2) hours prior to and until at least one half (1/2) hour after the completion of each Performance. 5. Provide persons designated by Contractor and approved by City with keys, proximity cards (up to a maximum of six), and alarm codes for access to the Facility for the sole purpose of carrying out the requirements of the Agreement. Keys, proximity cards, and alarm codes shall not be loaned or transferred and shall be used only by the designated persons. In the event that Contractor fails to properly open or lock and secure City facilities leading to a false alarm call -out or leaves areas of the facility unlocked and unattended, a Two Hundred Dollar ($200.00) penalty shall be paid to City on each such occasion. In the event that a designated key holder loses any key or proximity card issued by City, Contractor shall be assessed a Seventy -Five Dollar ($75.00) replacement charge for each key or proximity card or pay for the cost of rekeying or reprogramming the locks of Facility if circumstances indicate it as determined in City's reasonable judgment. Contractor will be responsible and held accountable for all personnel, properties and activities of Contractor and its employees and/or agents. 6. Have the right, with no notice, to suspend the Agreement if Facility should be declared uninhabitable for reasons of safety by the proper authorities (e.g., if the building should be damaged in an earthquake and be declared unsafe for occupancy). If there is an Page 14 outbreak of pandemic flu or other medical emergency and places of public gatherings are closed, City shall not assume any financial responsibility for loss of revenue by Contractor. Page 15 EXHIBIT C GENERAL CONDITIONS City. The City designates the CSD Assistant Director of the Arts & Sciences Division, or his or her designee, as Project Manager for City, who shall render overall supervision of the progress and performance of this Agreement. City reserves right to change this designation at any time during the Term of this Agreement. All City services set forth in this Agreement shall be performed by City under the overall supervision of Project Manager or its Facility Coordinator. Contractor and its Project Liaison shall communicate with the Project Manager in all matters dealing with City policies, funding, facilities, equipment and other City departments outside the Facility. 2. Contractor. Contractor shall assign a single Contractor Liaison who shall have overall responsibility for the compliance of this Agreement. Should circumstances or conditions subsequent to the execution of this Agreement require a different liaison, Contractor shall notify City in writing immediately of same. Contractor shall ensure that its Liaison communicates effectively with the City at all times under this Agreement. 3. Access. Contractor shall not prevent Project Manager, facility maintenance personnel, and/or others specifically designated by Project Manager from access to the Facility; provided, however, that City shall use its best efforts to give advance notice and not to disrupt the activities of Contractor as permitted by the Agreement. The Project Manager and others specifically designated by Project Manager shall attempt to coordinate such access if possible. Notwithstanding the foregoing, except in the case of emergency or if they are present on the premises as members of the audience or specifically invited into the backstage areas of the theatre, Project Manager, facility maintenance personnel and/or others specifically designated by the Project Manager shall not enter the auditorium or backstage areas during public performances of a production. 4. Days Defined. The term "days" shall mean calendar days. 5. Qualifications. Contractor represents that it is qualified to furnish the Services described under the Agreement. 6. Ticket Sales: (a) Contractor shall be responsible for sale of season tickets and single tickets, depositing of revenue and reporting of revenue and expenditures, and shall place available tickets for each production for sale at the Facility box office one hour prior to each performance. Until one (1) hour prior to the beginning of a performance, Contractor shall not sell (a) seat numbers C1, C2, D1, D2, D3, and D4; (b) either (i) the block of seats T2, T4, T6, T8, T10, U2, U4, U6, U8 and U10 or (ii) the block of seats T1, T3, T5, T7, T9, U1, U3, U5, U7 and U9 for the Page 16 purpose of making such seats available for the disabled; provided, however, that this Section 10(b) shall not apply to the sale of tickets for such seats to persons who identify themselves as disabled when they purchase their ticket. (b) Contractor agrees the price of admission for the season shall be as set forth in their ticket salesreporting to the City, at the time of submitting financial records. (c) Contractor shall provide City, when requested by Project Manager or his/her designee, with at least six (6) complimentary tickets for each Production on the date(s) requested. Best available seating will be provided to City if any seats are available at the time of the request. (d) Contractor may operate an intermission snack concession during each performance under this Agreement. Contractor shall conduct such operation in a safe, clean manner and shall hold City harmless from any claim or demand or liability of any nature whatsoever which may arise out of such operation. 7. Composition of Contractor. Throughout the term of this Agreement, Contractor shall remain an independent, non-profit public benefit corporation, in good standing under all applicable local, state and federal laws. 8. Fiscal Responsibilities of Contractor. (a) Fiscal Agent. Contractor shall appoint a fiscal agent who shall be responsible for the financial and accounting activities of Contractor, including the receipt and disbursement of Contractor funds. Contractor shall provide City with the name of a fiscal agent in writing and shall immediately notify Project Manager of any changes occurring during the Term. Contractor shall have sole responsibility for the safekeeping of Contractor tickets and monies. System of Accounts. Contractor and its fiscal agent shall establish and maintain a system of accounts that shall be in conformance with generally accepted principles of accounting for budgeted funds. Such system of accounts shall be subject to the review and approval of City. (c) Financial Records. In support of its system of accounts, Contractor shall maintain complete and accurate records of all financial transactions, including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, and bank statements. City may inspect these records at Contractor's office upon reasonable advance notice and during normal business hours upon request. NOTE: Contractor's cash receipts are not to be stored on the Premises between Productions. (b) (d) Audit of surcharge payments. Contractor shall retain for a period of at least three (3) years records of tickets sold through their automated ticketing system, sales records, and a verified report of sold and unsold tickets which must be made available to City Auditor upon request. Page 17 9. Production Reports and Records. (a) Reports. On reasonable notice and with reasons specified, Contractor shall grant Project Manager and/or City's Auditor access to all Contractor records relating to this Agreement, including performance records, data, statements, and reports. (b) Tax Form 199. A copy of Contractor's most recently filed California State Tax Form 199, "California Exempt Organizations Annual Information Return" must be filed with Project Manager or his/her designee within fifteen (15) days of when it is due to the State of California and shall also be attached to this Agreement prior to its final approval (Attachment 5). 10. Corrective Action Requirement/Disputes. In the event City should determine from any source, including but not limited to reports submitted by Contractor under this Agreement to City or any evaluation report from any source, that Contractor may not be in compliance with any provision of the Agreement, City may forward to Contractor written notice of same. Such notice shall specify with particularity the nature of the condition(s) or issue(s) that require(s) corrective action and may include a recommendation as to appropriate corrective action. Within fifteen (15) days of City's request, Contractor shall submit its written response to the notice, which response shall set forth its view of the alleged violation and its proposed plan, if any, for corrective action. Upon request of either Party, the Parties shall meet within five (5) days thereafter to discuss the alleged violation and proposed corrective action. Should the Contractor fail to submit a response within the above timeframe, or should fail to follow through on corrective action, the City may a fine of up to $100 for and initial violation, or up to $1000 for repeated violations. 11. Subcontractors. Contractor shall be responsible for employing or engaging all persons necessary to perform the Services of Contractor hereunder. All subcontractors are deemed to be agents of Contractor and Contractor agrees to be responsible for their performance. Contractor shall give its personal attention to the fulfillment of the provisions of the Agreement by all of its employees, participants, volunteers, and subcontractors. 12. Intoxication. Contractor agrees to be responsible for injuries or damage caused by any of its directors, officers, employees, agents, subcontractors, or volunteers who are under the influence of alcohol, drugs, hallucinogens or narcotics, whether or not legally prescribed. Neither Contractor nor City shall permit any of Contractor's employees or volunteers discovered to be under the influence of any of the foregoing substances from remaining in any facility used under the terms of this Agreement and City reserves the right of denying such person's further participation in any activities in Facility. Consumption of alcoholic beverages or use of illegal drugs at the Facility is expressly forbidden by any person working for Contractor, paid or volunteer. This includes all staff, actors, crew and musicians. Page 18 13. Worker's Compensation. Contractor certifies that it is aware of the provisions of the Labor Code of the State of California, which requires every employer to be insured against liability for workers' compensation and certifies that Contractor shall comply with Worker's Compensation laws of the State of California during the Term of this Agreement. 14. Weapons. For the avoidance of doubt, no firearms or other weapons, whether loaded or not, shall be allowed in the Facility or any other City property. Stage weapons and firearms designed solely for the use of blank cartridges will be allowed if they are being used as a prop in the current Production, but must be stored, when not being used, in a secure manner by Contractor's stage manager or his/her designee. 15. Legal Compliance. Contractor and all its paid employees, subcontractors, and volunteer participants are required to abide by all applicable federal, state and local laws and ordinances. 16. Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given when received if personally delivered; when received if transmitted by fax, email or regular US mail; if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such document is legible and that at the time such document is sent the sending Party receives written confirmation of receipt; if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and upon receipt, if sent by certified or registered mail, return receipt requested. Page 19 EXHIBIT D OPERATING POLICIES FOR ALL USERS OF THE STERN THEATRE 1. Resident Theatre Companies — The City of Palo Alto has long-standing relationships with Resident Theatre Companies to provide programming at the Lucie Stern Community Theatre. These organizations serve as "house companies" and provide the primary programming featured on the stage of the Theatre. The Resident Theatre Companies include: Palo Alto Players, TheatreWorks Silicon Valley (TheatreWorks) and West Bay Opera. 2. Rental Agreement - All performances and associated activities held at the Facility must have a fully executed rental agreement prior to the Contractor's arrival at the facility. Resident Theatre Companies must have a fully executed Agreement. 3. Theatre Use Times — The Theatre is available for use between 8:00 am and midnight and no activity may take place outside of this time period. This available use time includes all production related activities, including load -in, load -out, set building, scene shop activities, costume shop activities, rehearsal and public performance. 4. Provision of Trained House Staff— Contractor must provide a qualified house manager and trained house staff for all public events, including ticket takers, ushers and box office personnel. These personnel may be paid or volunteer, at the sole discretion of Contractor. All paid and volunteer staff must by trained by Contractor both through an annual training workshop and through a day -of -show orientation. This training and orientation shall include public relations, event information, seating locations, directions for assisting disabled patrons, use of the hearing assistance devises, emergency exits and evacuation procedures and fire alarm procedures. At all times the safety, comfort and event experience of Theatre patrons will be placed in high priority. 5. Regulations for Consumption of Alcoholic Beverages — Contractor must comply with all State and City laws relating to the sale and consumption of alcoholic beverages. Alcohol is allowed in the Theatre during public performances, with pre -approval by the City of Palo, which shall not be unreasonably withheld. Unless otherwise specifically approved, the sale or free distribution of alcoholic beverages is limited to wine, champagne, beer and sparkling wine. if alcohol is to be provided for sale, Contractor must possess a valid on -sale alcohol permit approved by the California Department of Alcoholic Beverage Control (ABC). All requirements must be posted as per ABC requirements and Contractor is responsible for ensuring that no individual under the age of 21 is served alcohol. Contractor agrees that identification will be checked for individuals appearing to be under the age of 30. At no times may event participants, including actors, musicians, employees or event volunteers be served alcoholic beverages. 6. Insurance Provision for the Sale or Free Distribution of Alcoholic Beverages — For all events during which alcohol is to be provided for sale or at no cost to patrons, Contractor must provide the City of Palo Alto with proof of liquor liability insurance with minimum coverage of $2 million pursuant to Exhibit E. Page 20 7. Janitorial Duties Relating to Food and Beverage Sales — Upon the completion of each event, Contractor shall clean-up and remove all trash and supplies relating to the distribution of food and beverage, including alcoholic beverages, including but not limited to empty bottles or containers, glassware (plastic or glass), used napkins, food and other trash or unused supplies. All garbage containers are to be removed from the Theatre and dumped in appropriate garbage bins. If required, doors should be opened to allow fresh air into the lobby or event spaces to ensure that the smell of alcohol or food is not present in the Theatre at the end of each event. At no time can this task be left for completion on the following day(s). 8. Production Equipment - Contractors shall be required to use the in-house production equipment. At the expense of Contractor, additional equipment to augment the in-house system may be provided by a third -party Contractor with City approval. 9. Complimentary Tickets - Contractor shall have the right to issue complimentary tickets for events produced at Theatre. The number of complimentary tickets for any given events must not exceed ten percent (10%) of the total seating capacity without pre -approval by the City. 10. Refunds - If the event(s) anticipated in a Theatre Use Agreement are cancelled, Contractor shall have the sole responsibility and authority to provide refunds to the public and shall control all box office receipts until all required refunds have been provided. 11. Ticket Prices - Contractor shall have the sole right to establish ticket prices for the event(s) anticipated in a Theatre Use Agreement. 12. Advertising — Contractor shall have the sole right and authority to design, develop and distribute all advertising and promotional materials for the events produced at Theatre and shall be responsible for the costs associated with this endeavor. No advertising materials may be displayed on the interior, exterior or any other part of Theatre without specific authorization from City of Palo Alto, other than the rack cards, window boxes and banners currently used. 13. Storage of User's Property — Any property belonging to Contractor, or third parties such as caterers, decorators or florists may not be stored overnight either prior to or following the rental period. All requirements for load -in and load -out must be followed to ensure that events scheduled in Theatre immediately before and after the Contractor's event can be fully and professionally supported. Long term on -site storage is to be requested by the Contractor and up to the City to permit. 14. Animals - No live animals are to be brought into the facility without prior permission from the City of Palo Alto. 15. Staging —With proper care and repair, Contractor or its representative, as per normal operating procedure, may drill or nail sets or props into the stage floor of Theatre Page 21 16. SurfacesNails, hooks, tacks or screws may not be used on any surface or furnishing in Theatre, unless approved by the City. No tape or other materials may be applied to walls, glass, tables or any surface in the lobby, auditorium, green room or back stage areas. User will be held financially responsible for repair/replacement of any damaged or defaced property. No bunting, tissue paper, crepe paper or any other combustible material may be used at any time in the Theatre, without pre -approval from City. Similarly, no glitter, rice or confetti may be used anywhere within the facilities, including the auditorium, lobby, backstage areas, or outside areas such as the patio or courtyard. 17. Modifications to Theatre Building — Contractor shall not make any modifications to the Theatre that would leave permanent or disfiguring impacts to the facility. This includes the use of drills, nails or other attachment devices. If questions arise about the need to alter elements of the Theatre for production needs, Contractor agrees to discuss these needs with City staff for pre - approval. 18. Use of Flammable Materials - The use of any flammable device or substance, including but not limited to pyrotechnics, candles, cigarette or cigars, or other materials or device with a flame is strictly forbidden. In rare cases, the City and Fire Marshall may approve, with adequate advance notification, in advance of at least 30 days prior to the first date of live public performance.. 19. Mechanical Smoke and Fog Equipment - Mechanical smoke or fog generating machinery can only be used with pre -approval of Theatre Management and is subject to inspection by the City Fire Marshall. The use of mechanical smoke or fog generating machinery must be tested at least 30 days prior to first use in the Theatre during live performances. This test must determine that the machinery does not cause the fire alarm system to respond. Any questions regarding this testing shall be subject to approval and guidance by the City Fire Marshall or a representative of the Palo Alto Fire Department. Any cost associated with the testing of this equipment or due to false alarms caused by this equipment will be the financial responsibility of Contractor. 20. Approval of Additional Production Techniques & Devices — The use of strobe lights, loud noises (i.e. gun shots), and aerial suspension must be pre -approved by the City of Palo Alto at least 30 days prior to the first date of live public performances. No fire arms are allowed in the Theatre and the use of any prop guns must be pre -approved by the City. Pyrotechnics, defined by PAFD as 'Any exothermic chemical reaction special effect that produces heat, flame, sound, light or a combination of these effects', must be pre -approved by the Fire Marshall unless a licensed pyrotechnic handler is being used by the theatre group. In that case, theatre group must provide written proof of the licensed pyrotechnic handler's name, license number, and contact info in advance. 21. Adherence to Fire Codes -- Contractor is responsible for complying with all applicable sections of the California Fire Codes as adopted by the City and as may be amended from time to time, including, but not limited to: maintaining required clear emergency exit paths, proper use of fire doors, and adhering to posted occupancy loads. At no time during Theatre use may fire exit signs Page 22 by covered or otherwise dimmed. Should any question or doubt arise regarding the proper adherence or interpretation of fire code arise, Contractor shall be responsible for contacting the City Fire Marshal or other representative of the Palo Alto Fire Department for direction and advice. At all times, the direction and decisions of the Fire Department shall be viewed as the final authority. The Fire Marshal has the right to charge a fee for their inspection services and Contractor is obligated to pay it. 22. Adherence to Fire Inspection and Occupancy Load Requirements Stern Community Theatre is inspected routinely at least once a year by the Palo Alto Fire Department. The Fire Marshall should be notified of any productions where public safety questions or concerns arise during the set up or design, or the use of special effects during performances. Fire Inspections are listed in the Fee Schedule at $355/hour as of July, 2018 (and are subject to amendment by the City) which may be charged to Resident Theatre Company. At all times, Resident Theatre Companies are required to adhere to City Fire codes, including but not limited to, required occupancy loads for each section or room of the Theatre, good house- keeping of combustible materials, keeping exit ways clear and the storage/use/disposal of hazardous materials. As of 2018, these established occupancy loads are as follows: a. Front of Curtain Stage — 31 b. Behind Stage Curtain — 83 c. Orchestra Pit — 14, unless otherwise approved by the Fire Marshall in sufficient advance. Any costs incurred for exceeding the limit will be incurred by Contractor. Any costs associated with exceeding the limit must be borne by Contractor. d. Basement below stage area — 7 e. Paint desk/shop off load — 57 for musicians/vocals f. No occupancy is allowed in flat dock area other than removal/returning of props. There is a hazard of falling production items during a seismic event. Should occupancy be desired, all production items must be completely removed or areas for holding production items must be seismically secured in advance. The Palo Alto Fire Department is available to assist the Resident Theatre Companies if fire safety practices are in question. Please contact them at: 650-329-2194 option 1. 23. Fire Alarm Procedures — In the event that the fire alarm is activated, Contractor must immediately evacuate the building and wait for the Palo Alto Fire Department to arrive. Follow their instructions, and only reenter the building when given permission to do so. These procedures must be followed even in the case of a false alarm. Should the alarm go off during a performance, ushers should direct and assist patrons in exiting the building, and stage crew should trip the manual release of the fire curtain. Particular attention should be given to providing evacuation assistance to disabled, older and child patrons. If the system detects issues that do not rise to the level of setting off an alarm, the system may Page 23 (b) broken items before taking control of them for the run of the Production. For any damage or loss of any headset while under Contractor's control, Contractor shall promptly, upon request, pay City the fair market price for any necessary replacement or repair of any component of the headsets, as such replacement or repair is reasonably determined by Project Manager or his/her designee. (c) Contractor will diligently ensure the security of the headsets, in a manner approved by Project Manager or his/her designee, when the headsets are not in use. When the headsets are not so secured, Contractor will not leave the headsets unattended. (d) Contractor will provide at least one (1) person in the Facility lobby, whose sole responsibility will be to distribute and collect the headsets, as the case may be, pursuant to the following: (i) Beginning one-half (1/2) hour before each Performance until ten (10) minutes after the Performance begins; (ii) At all times during any and all intermissions; and (iii) From the end of the Performance until all of the headsets have been returned. (e) Contractor shall collect a Driver's License or credit card as security for the loan of a headset, which Driver's License or credit card will be returned to its owner upon return of the headset. Contractor will implement procedures for the safe handling of the Driver's Licenses and credit cards and their return to their owners. (f) Contractor's responsibility at the end of each performance will include the following: (i) Clean and otherwise sanitize all the earpieces by swabbing them with isopropyl alcohol swabs. (ii) Turn off the on/off/volume switches on all returned headsets and place them into the battery charger. (iii) Return all headsets and accessories to their storage case. (iv) Verify the presence of all sixteen (16) headsets. (v) Return the chargers to their place in the rolling cart. (vi) Return the rolling cart to the House Manager's Closet. (vii) Be sure the rolling cart is plugged into an electrical outlet. (viii) Make sure the battery charger is getting power, as indicated by the red lights Page 25 (ix) Padlock the rolling cart's doors shut, using either the padlock provided by City or a padlock supplied by Contractor, provided that Project Manager or his/her designee has been given a copy of the key or the combination. (x) Immediately report to City's attendant at the Facility any missing headsets, and turn over to the attendant any malfunctioning headsets. Page 26 EXHIBIT E 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 AND 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 WORKER'S COMPENSATION STATUTORY YES EMPLOYER'S LIABILITY STATUTORY BODILY INJURY S2,000,000 $2,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE S2,000,000 $2,000,000 PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $2,000,000 $2,000,000 LIABILITY. (THIS MUST INCLUDE COMBINED. COVERAGE FOR SERVING LIQUOR 1F LIQUOR 1S SERVED OR SOLD). BODILY INJURY $1,000,000 $1,000,000 - EACH PERSON $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON -OWNED - EACH OCCURRENCE PROPERTY DAMAGE $1,000,000 $1,000,000 $1,000,000 $1,000,000 BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE, COMBINED YES PROPERTY INSURANCE ALL RISK COVERAGE NO 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 SUBCONTRACTORS, 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. 1. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND 11. CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. Page 27 III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION City OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 Page 28 produce an audible signal at the alarm panel in the green room, and possibly at the one in the lobby. In this case, the alarm company will contact the City of Palo Alto on call Facility staff, who will be dispatched to investigate and deal with the alert. They should arrive within an hour. In no case should anyone but authorized personnel (City staff or Fire Department personnel) acknowledge, silence, or reset the alert on the alarm panel. 24. Event Safety and Security - Contractor shall provide for the orderly production of the event(s) anticipated in the Use Agreement and shall insure that the safety of the public and the Theatre are always maintained. If, at any time, the activities in Theatre appear to be detrimental to members of the public, City employees shall have a supercedingright to make decisions required to ensure safety and the professional presentation of the event. This shall include, but not be limited to, issues involving security in the building, ushering of patrons, production safety and other event related issues. Contractor agrees that at all times, decisions relating to these issues shall be made at the superceding discretion of City. In the event that security may be required, the City of Palo Alto shall have the sole right to approve the private security company and to establish the personnel requirements for the event(s) anticipated in the Use Agreement. The costs associated with the provision of private event security shall be the financial responsibility of Contractor. 25. Concession Sales - Contractor shall have exclusive rights to the sale of concession products including food or beverage, subject to City approval for the sale or provision of free alcohol. 26. Merchandise Sales - The Contractor shall have the right to sell merchandise to the patrons attending the event produced by Contractor. Use and Sale of Sippy Cups — With City approval, Contractor shall have the right to sell or otherwise distribute adult sippy cups to patrons attending events. If the City permits, no liquid refreshments are to be allowed in the Theatre auditorium other than with the use of Contractors' sippy cups, other than bottled water. Contractor shall be responsible for the clean-up of any spillage resulting from the use of beverages in the auditorium including immediate clean-up required for patron safety as well as all required clean-up immediately following each event. If the City so desires, the City may require a damage deposit in advance or a charge may be levied should there be any damage, stains or excessive wear and tear caused by accidents related to the use of sippy cups. 27. Force Majeure - If Theatre is deemed to be unfit for occupancy during the period covered by this agreement, by reason of fire, earthquake, strike, civil disturbance or any other cause beyond the control of the City of Palo Alto, then the agreement shall be of no further force and effect. 28. Use and Management of Hearing -Impaired Device Equipment -Contractor's personnel shall manage, distribute and collect the hearing -impaired devices ("headsets") that City owns for use by hearing -impaired persons at all Performances at the Facility, subject to the following restrictions: (a) Contractor shall verify that all headsets and batteries are present and functioning normally and shall report to Project Manager or his/her designee any missing or Page 24 Attachment E- Financial Participation Plan Throughout 2018 the City of Palo Alto and its three Resident Theatre Companies conducted a series of meetings to jointly address the future of the Stern Community Theatre. Each of these meetings was followed by individual work exploring how the concepts discussed in these meetings could best be supported by the four organizations (the City and the three Resident Theatre Companies). New ideas were shared prior to each follow-up meeting. The Resident Theatre Companies agreed to support the goal of restoring the Theatre as one element of the total reset of the public -private partnership relationship. Through the joint planning process, the four organizations developed a plan called "Financial Participation". This is just one element of the relationship that was being discussed and the four organizations recognize that the elements comprising the Financial Participation Plan represent a negotiated agreement that is interconnected to other areas that were explored and mutually agreed upon. Among the issues addressed during this planning process were the funding needs of the Theatre, including the critical discussion of capital improvement needs of the aging facility. The Underlying Foundation of the New Financial Relationship Throughout this exploration of the financial relationship between the City and its programming partners, the planning group stated its mutual commitment to the following concepts, which were agreed to as a "common understanding" while negotiating the new financial model: 1) It is understood by the four organizations that the current financial relationship effectively places limits on the City's revenue potential at the Theatre. These limits are partly caused by the fact that the three Companies currently use all of the available dates on the Theatre calendar, thereby restricting the City's ability to rent the Theatre to other potential users who could provide additional rental income. More than 50% of these use dates are reserved for non -revenue producing activities such as rehearsal, set building, load -in and load -out. However, these activities are essential to the successful programming produced by the Resident Theatre Companies. 2) City income is also restricted by a foundational aspect of the historical partnerships that the three Companies are not charged for Theatre use based on a traditional rental fee structure and that much of their use is free. In FY 2006, ticket fees were first instituted as the form of compensation by the Resident Theatre Companies to the City. The Companies currently compensate the City through a payment equal to $2.00 per ticket sold. There are no additional charges for use of the Theatre on days with no paid audience such as load -in, load -out, set building, lighting design, rehearsal, dark days, etc. These use days (days filled on the Theatre's calendar) that do not include a paid audience represent slightly more than fifty percent (50%) of the total days of use and the City does not receive compensation for this facility use. 3) City revenue is limited to the payment of $2.00 per sold ticket and a small handful of reimbursable expenses. This means that Theatre revenue is conditional on the ticket sales success of each Resident Theatre Company in any given season (or Fiscal Year). The annual revenue to the City from the ticket fee from the three Companies has been fairly consistent from year-to-year and typically generates approximately $90,000 annually. This income is considered General Fund revenue by the City and is reflected as an off -set to the expenditures required in the annual budget for Theatre operating costs. Unfortunately, within the existing financial model, the Theatre has no potential for increasing revenues. 4) The Resident Theatre Companies acknowledge that the financial arrangement with the City (compensation based on payment of ticket fees rather than a traditional rental rate structure) is highly unusual and accordingly are agreeable to increasing their participation in this endeavor outlined below. The decades -long historical relationship between the City and each of these Companies has been based on the foundational understanding that the City would provide financial support through the provision of the Stern Community Theatre funded through this reduced financial formula. The exhibits of this report include a list of the traditional rental fees charged at other publically-owned theatres in the region. 5) It is also understood that these public -private partnerships provide benefits to the City as well as the Resident Theatre Companies. The Companies contractually commit to the production of the programming presented at the Theatre, which has the effect of reducing the cost of Theatre operations, including lower personnel costs, the removal of the requirement for a full-time box office operation and total elimination of funding required for theatre programming. Palo Alto Players and TheatreWorks were at one- time programs fully operated and funded by the City of Palo Alto. A decision was made decades ago, in 1973, to "spin off" these programs to 501(c)3, nonprofit organizations, which effectively reduced the operating budget of the City over time. 6) The four organizations acknowledge that the Stern Community Theatre is an aging facility that is deteriorating and that the current condition of the physical plant presents a significant concern for the short and long-term success of both the Theatre and the programming needs of the Resident Theatre Companies. If the building fails in a significant way, the Companies would lose their home theatre. At the same time, the Theatre is one of the most significant historical buildings in Palo Alto, and further decay is very problematic for the City, who is ultimately responsible for the upkeep and preservation of this community asset. a. This planning team (the four parties) recognizes that use of a municipally owned venue with 'free rent' is considered a highly unusual and extremely rare practice nationally. At the same time, the planning team recognize that the Theatre is the artistic home of each of the three Resident Theatre Companies. Jointly agreeing on these concepts has resulted in a mutual agreement between the City and the Resident Theatre Companies that this unique arrangement is best supported through a commitment that all four parties should contribute to the care and preservation of the building, with the three resident companies increasing their financial commitment at this juncture. b. The City has made improvements to the Theatre, but many more are needed. In the last decade, the City has upgraded the sound reinforcement system and performed a major electrical and mechanical systems upgrade. Both the CHT and ST are in need of new seating, which is an expensive and complex initiative with only $75,000 set aside through a CIP for repair of the most seriously broken seats. Virtually all of the 400 seats in the Stern Theatre are in need of repair or replacement. The demands for repair and replacement will only increase in the next few years. With three theatres to maintain, the City has attempted to allocated CIP funds when available, having committed more than $7 million over the past decade. See list of these improvements is included in the Exhibits. 7) The four organizations agreed that it was in the best interest of each organization to explore financial solutions to address the maintenance, preservation and other capital needs of the Stern Community Theatre. While major improvements may require funding through the City's CIP budget, the planning group committed to finding financial resources to address the ongoing, short-term needs and to place a high priority on improving the experience of local arts patrons who enjoy events at the Theatre. The parties agreed that the costs associated with limited administration and extensive performing arts programming requires extensive fundraising to maintain the high standards that are expected and deserved by local arts patrons. (See list of proposed building upgrades, repairs, improvements in Financial Participation section.) 8) It was agreed by the four organizations during the planning process that the ideal financial solution would not change the fundamental historic financial relationship between the City and the Resident Theatre Companies. It was the goal of the planning group to develop a plan that maintained the current "per -ticket" approach to compensation. Financial Participation Plan It is understood that these policy and contract changes will require approval by the Palo Alto City Council, scheduled in September 2018, for proper promotion and planning and the Board of Directors of each Resident Theatre Companies. With this understanding, the financial Participation Plan is comprised of the following agreements and commitments: 1) Compensation for Theatre Use: Beginning in July 2019, the three Resident Theatre Companies will increase the compensation to the City for use of the Theatre from the current level of $2.00 per sold ticket to a new level of $4.00 per sold ticket. This compensation of $4.00 will be paid per the following categories: a) Operating Cost Offset Ticket Fee: The Resident Theatre Companies shall continue to pay the City of Palo Alto a Ticket Fee of $2.00 for each ticket sold for events with paid admission. This fee will compensate the City for the use of the Theatre for all use days scheduled by Contractor for the production of the event, including load -in, load -out, set building, rehearsal, and performance. There shall be no additional compensation for use of the Theatre on days that no tickets are sold. b) Stern Theatre Improvement Fund: Beginning July 1, 2019, the Resident Theatre Companies shall contribute an additional $2.00 for each ticket sold for events with paid admission. This fee will offset the costs of enhancements, upgrades, improvements, repairs, preservation and new equipment and furnishings for the Lucie Stern Community Theatre. c) The four parties agree that a twenty-year commitment to this plan is needed in order to accumulate enough funds to make a serious contribution to the facility and for the resident theatre companies to achieve these new, additional fundraising goals, on top of the fundraising commitments and needs of their nonprofits. 2) Theatre Improvement Annual Plan: The approximate equivalency collected by the City from payment into the Stern Theatre Improvement Fund shall be used for upgrades, repairs and improvements made to the Theatre. The budget for specific improvements shall be held in a reserve fund as determined by the City. At the City's discretion and with City Council approval, on a case by case basis, these items may be included in either the Theatre operating budget or the City's Capital Improvement Budget. Items to be funded shall be recommended to the City each year or as needed by a committee with representation from each of the three (3) Resident Theatre Companies and the City of Palo Alto, with the understanding that the City is the final approver as the facility owner. If multi -year planning is required, the committee shall provide the City with appropriate budget and improvement planning recommendations. It should be noted that if and when City funding is available, the City may augment this budget by allocating additional funds through the ongoing CIP to fund major improvements to the Theatre. It is understood that additional City CIP funding will be required for major improvements and maintenance to the physical plant such as the roof, building envelop, and major electrical and mechanical systems. 3) The four organizations agree that the funding component of this plan will be re-evaluated after three years. It is understood that if there is organizational potential and mutual agreement, the per -ticket fees paid into the Stern Theatre Improvement Fund may increase by an additional $1.00 after the third year. 4) The Resident Theatre Companies agree to further support the capital funding needs of the Theatre by researching grant opportunities and developing grant applications where appropriate, and with the approval of and in coordination with the City. Other suggested ideas include a capital campaign, targeted donor requests, smaller project fundraising campaigns and potential special event fundraising activities, such as "name your seat" campaign. While exciting concepts for potential community -based fundraising campaigns have been explored, the City and the Resident Theatre Companies need to engage in further assessment and planning to evaluate the timeline and capacity for a capital campaign. 5) Through this Financial Participation Program, each of the Resident Theatre Companies agree to provide a minimum of 25 hours annually towards Theatre maintenance, deep cleaning, elimination of aged stored props and other materials, fundraising planning, marketing, outreach, patron research and/or other undertakings that will enhance the Theatre and its funding or functional operation. 6) The City will continue to explore all avenues available for funding improvements to the Stern Community Theatre. Recognizing that the revenues generated through payments made by the Companies into the Stern Theatre Improvement Fund will only offset capital needs, the City will commit to considering continuing its periodic contribution to CIP needs for more significant needs. This is particularly relevant for issues that may arise around the building envelope, roofing, flooring, audience seating, major production needs (i.e. rigging, stage lighting, curtains, etc.) and electrical, structural and mechanical systems. 7) The Financial Participation Plan anticipates that the City, with participation from the Resident Theatre Companies, will undertake a "Conditions Assessment" study for the Stern Community Theatre. This study will help inform the four organizations as to the funding needs for keeping the building functional, safe and preserved in the coming years. The study should include an architectural review, historic preservation review and a detailed improvement plan and costs. This improvement plan may include such items as lobby improvements and other visitor experience upgrades, electrical, mechanical, structural and theatrical systems, building envelope, safety, defining features, code evaluation, ADA review and production equipment needs. The architectural team should include a cost estimator with experience in the SF Bay Area market. 8) The Financial Participation Plan is intended to provide funding for necessary and on- going improvements to the Stern Community Theatre and is projected to be a 20 -year plan. The funding generated through the Financial Participation Plan will augment other funding required for the restoration and preservation of the Theatre, including the City's CIP budget, grant writing and potential community -based fundraising campaigns. 9) To build greater stability into the plan and provide a stronger relationship between the City and its public -private partners, the Use Agreements with the Resident Theatre Companies will be extended from 1 -year to new 3 -year Agreements. This Financial Participation Plan is viewed by the City of Palo Alto and its three Resident Theatre Companies as an example of the commitment between the four organizations to provide the highest quality performing arts experiences for the residents and arts patrons of Palo Alto and the surrounding region. Additionally, it is designed to further strengthen the historical relationship between the City and the Resident Theatre Companies. Attachment F- Preliminary Capital Needs The following list of Theatre improvements and maintenance items has been composed by VenueTech Management Group with input from City staff and the three Resident Theatre Companies. VenueTech has extensive experience with both theatre management and historic preservation; however, the firm is not an architect or general contractor. Where appropriate we have provided an approximate cost estimate based on similar projects implemented in other city -owned venues. It is important to note that budget estimates are made in 2018 dollars and this list will be refined through the recommended Conditions Assessment. The total capital funding needs for the Stern Community Theatre is undefined at this time, however based on the age and condition of the facility it is likely that significant funding will be required to maintain and preserve the historic building. The implementation of a Conditions Assessment will help clarify future funding requirements and assist in the prioritization of improvement needs. Ideally the initial expenditures from the newly established Stern Theatre Improvement Fund would include the recommended Conditions Assessment along with facility improvements designed to enhance the public experience at the Theatre. This might include such items as improvement to the lobby, audience seating and directional signage. The newly proposed Stern Theatre Improvement Fund is designed to provide a jump start toward restoring and preserving the Theatre, which is nearly 90 years old. While this fund will provide just a small portion of the total required funding, it is strongly recommended that the City and its Theatre Companies view this as a 20 -year undertaking and fully embrace the commitment of preserving this cherished community architectural and arts resource. Item Description & Comments Budget Estimate Time Frame Conditions Architectural Review $30,000- High need, Assessment Historic Preservation Review $45,000 planned for (should result in budget to support development of a Detailed Improvement Plan FY20 with new funds from funding plan) Review Functionality and provide options Fin. Part. Plan Immediate Concerns/Issues Cursory Review by Design Team (electrical, mechanical, structural, theatrical, safety, envelop, historic & defining features, code evaluation, ADA, etc.) Cost Estimator Fire Sprinklers Review and improvement to systems, including additional system for N/A Completed Sept. 2018 Orchestra Pit Lighting Console Installation of new equipment to $20,000 - Planned for replace failing older equipment $35,000 FY20 with new funds Wireless Intercom and Wired Pager System Replacement of failing system $20,000 Planned for Fall 2018 Safety improvements to back stage areas Including redesign of storage areas N/A Planned for Fall 2018 Lobby Decor Design and functionality Floor Coverings (entire Theatre) Paint (entire Theatre) Furniture Concessions Options Marquee Cases Welcoming Entrance Point $45,000 High Need Green Room Decor Design and Functionality Floor Coverings Paint Furniture Equipment and furnishings 25,000 Medium Need Dressing Room Decor General clean-up 15,000 Medium Need Audience Seating* Replacement (*note: new audience seating is also required at the Children's Theatre) 150,000 - 250,000 High Need Signage For both marketing and patron direction 25,000 High Need Production Equipment Upgrade Annual additions and upgrades 10 -year cycle Draperies, cyclorama and other soft goods Maintenance & fire retardant every 10 -years. Replacement and addition of soft goods, including legs & borders, second main and new cyclorama 10 -year cycle Stage Floor Annual Repair and maintenance Replacement Annual repair 10 -year cycle Rigging Safety inspection Repair and replacement 5 -year cycle Emergency Lighting Repair and maintenance Annual HVAC Repair, maintenance, replacement 20 -year cycle ADA Accessibility Plan Analysis is required to determine if there are current needs that must be met. A larger improvement program will trigger when a restoration plan is implemented. City policy Roof and building envelop 100 -year cycle Water Heating Rehearsal Hall Improvements Decor Functional Improvements High Need Costume Shop Redesign Redesign Functional Improvements High Need Lighting Distribution Dimmers and distribution system Lighting Instruments Replace and add new stage lighting instruments Annual Inspections Ensure equipment is safe and operating correctly $5,000 - $10,000 Clear-com Equipment Replacement of failing equipment $6,000 Current Need Backstage and Lobby Monitors Audio and Video $7,500 Medium Priority Scene Shop Tools Additional and Replacement Tools $7,500 Medium Priority Building Alarms Evaluate, repair or replace both security and fire alarm systems Trash and Recycling Update trash and recycling bins and areas to meet zero -waist standards Stacking Chairs Replace old/broken chairs Attachment G- Resetting the Relationship between the City and the Resident Theatre Companies THEATRE MISSION, GOALS & VISION The Community Services Department worked closely with its consultant and the three Resident Theatre Companies to develop the foundational concepts of this Operating Plan. This process was designed to build common support the strategies while also re -setting the relationship between the City and its programming partners. Among the work creative in these joint planning meetings was the following Theatre Mission, Goals and Vision statement. Additionally, the cooperative work included the articulation of the responsibilities of the Theatre Companies and the City and a newly developed Financial Participation Plan. This work was extremely successful and not only created a foundation for the continued success of the Theatre moving forward, but also a stronger relationship between the four parties, built on mutual cooperation and a commitment to the theatre patrons of Palo Alto. The Theatre is owned and operated by the City of Palo Alto and is one of three city -owned performance spaces that create a unique theatre arts ecology. The Theatre is the artistic home for three resident theatre companies, two of which began as City programs. These resident theatre companies are provided the stability of a home theatre, allowing them to focus their creative resources on the presentation of high quality arts experiences for the residents of Palo Alto and the surrounding region. The City wishes to ensure that the Lucie Stern Community Theatre is used as a cultural, entertainment, historic preservation and economic development resource to benefit the Palo Alto community. The City and the three resident theatre companies are completely committed to providing a safe and comfortable environment for all patrons, artists, crew and staff. Mission The Lucie Stern Community Theatre's mission is to provide the residents of Palo Alto and the surrounding region with a unique opportunity to experience high quality live performing arts in a professional arts facility. This mission is realized through the following operating goals: Primary Operating Goals • To manage, operate and program one of the most significant cultural and historic resources of the City. 1 • To operate as a cultural and performing arts center that has featured for decades, and will continue to feature the creative works of its Resident Theatre Companies: Palo Alto Players, TheatreWorks and West Bay Opera. ■ To provide arts experiences for local adults and youth as audience, artists, musicians, production staff, designers and event volunteers. ■ To serve as a catalyst for cultural growth and provide arts education to the community. • To enhance a "sense of community" in Palo Alto and provide a vehicle for stimulating the local economy through patron spending and meaningful employment in the arts industry. • To plan for the future maintenance and preservation of the historic building and ensure its continuing value as a community cultural resource. Creative Vision The principal creative vision of the Lucie Stern Theatre is to be a vital, proactive force in the cultural development of the Palo Alto community and surrounding region. The primary creative base will be events produced by the venue's Resident Theatre Companies who are committed to ensuring broad -based programming as well as active community participation. The Resident Theatre Companies provide a diverse base of programming that supports a wide range of patron needs and interests. This ensures that the Theatre features variety in program experiences within a range of ticket prices. The Resident Companies also provide a commitment to the care, maintenance and preservation of the Theatre, ensuring that the Theatre is an integral component of Palo Alto's unique performing arts ecology by providing a special place that offers rich programming which compliments the offerings featured at the Children's Theatre and the Cubberley Theatre. Resident Theatre Companies A critical component of the Theatre operating strategy is the continuation of long-term relationships with the Resident Theatre Companies. These organizations serve as "house companies" and provide the programming featured on the stage of the Theatre. A valuable aspect of this concept is that these performing arts organizations collaborate to provide diverse programming for the Theatre and to best meet the needs of the arts patrons in Palo Alto and the immediate region. A strong and positive relationship between these Companies and the City's Arts and Sciences Division will continue to result in benefits to each Resident Company as well as the Theatre operation and the City of Palo Alto. Palo Alto Players' status as a City -sponsored program formally ended in 1974 and the organization formed an independent nonprofit corporation. TheatreWorks followed a similar path, originally 2 founded as a City sponsored program and electing to be governed by a nonprofit organization in 1983. The final of the current Resident Theatre Companies, West Bay Opera, was formally established in 1956. This long history of successful programming is the foundation for the Theatre's Resident Theatre program and will continue to provide the primary programming for the venue. It is anticipated that the City of Palo Alto will maintain a Resident Theatre Company relationship with three (3) now -independent, nonprofit organizations and that the current theatre companies will continue to fill these positions for the foreseeable future. Commitment Made by Resident Theatre Companies 1) Resident Theatre Companies will embody the spirit of dedicated arts organizations with a strong presence in the community and a deep commitment to serving the residents of Palo Alto. 2) Each Company is committed to working in partnership with the City's Arts and Sciences Division and the other Resident Theatre Companies to develop a positive public image of the Theatre and reflect a strong sense of community ownership. 3) Resident Theatre Companies have and will continue to have the creative, organizational and financial capacity to commit to the production of an annual season of high quality programming, while ensuring all practices are aligned with the highest regard for public safety, care of the building and service to the community. 4) Resident Theatre Companies will demonstrate a continuing commitment to cooperating fully with the City and the other Theatre Companies to ensure that the Lucie Stern Community Theatre is creatively successful and effectively scheduled and operated. Additionally, the Companies and the City will work as a team to explore availability on the Theatre's programming calendar for opportunities for additional programming. While this may not present programming opportunities each year, it is the goal of the Resident Theatre Companies to work closely with the City to explore how potential calendar availability might support emerging arts groups and how the Resident Companies might provide both ideas and leadership to encourage the cultural development of the Palo Alto community. 5) Resident Theatre Companies must be governed by a California nonprofit corporation and have a minimum of 10 years of experience providing quality performing arts in the west bay region. 6) The programming focus and targeted audiences of the Resident Theatre Companies will be diverse and complementary to each other. 3 7) Resident Theatre Companies will have a significant level of representation by residents of Palo Alto through its audiences, board leadership, committee structure, volunteer base and artists used it their productions. 8) Resident Theatre Companies must be committed to the proper care and treatment of the Lucie Stern Community Theatre and support the goal of maintaining and preserving the historic facility. 9) Resident Theatre Companies must commit to financial participation to support the goal of offsetting the operating and maintenance costs of the Lucie Stern Community Theatre. This will primarily be demonstrated through the payment of patron ticket fees, with rates enumerated by contract. Each company will also be involved in in -kind work supporting the success of the Theatre, which may include grant writing and other fundraising efforts, including a potential future capital campaign. 10) Resident Theatre Companies will work with all other Resident Theatre Companies and the City of Palo Alto to ensure that the move -in and production needs of each Company are professionally addressed based on the timing and procedures enumerated in the Theatre Use Contract. 11) The City and the three Resident Theatre Companies are completely committed to providing a safe and comfortable environment for all patrons, artists, crew and staff. This includes but is not limited to ensuring that all fire code, Americans with Disabilities Act (ADA) and other public safety requirements are responsibly addressed before, during, and after all events produced by the Resident Theatre Companies. 12) Resident Theatre Companies will support the City's goal of quality arts programming by participating in a data collection effort relating to patron needs and satisfaction. This may include sharing information collected by individual Theatre Companies through their own patron surveys as well as providing the opportunity for the City to gather input from the patrons of each Theatre Companies. Commitment Made by City of Palo Alto 1) The City is committed to providing the use of the Lucie Stern Community Theatre as the home venue of the Resident Theatre Companies. This commitment is made to provide organizational stability and ensure the long-term success of the arts organizations. 4 2) Provide an Agreement that allows for use of the Theatre with no traditional rental fee for performance, rehearsal and loading dates. 3) Provide priority scheduling of Theatre space to best support the scheduling of season programming by each Resident Theatre Companies. 4) Provide oversight of the Theatre operation and coordination of the four parties. 5) Provide staffing for house management to coordinate event requirements and public comfort and safety during events produced by each Resident Theatre Companies. 6) The City will serve as the responsible party for the oversight of the care and maintenance of the Theatre facility. Mutual Commitment Made by City & the Three Resident Theatre Companies 1) The City and its three Resident Theatre Companies (the four parties) will work cooperatively to develop an effective process for reaching agreement, solving problems and maintaining open communication. 2) The four parties will work cooperatively to develop an annual (or as needed) recommendation for the City relating to the capital improvement needs of the Theatre and will issue a joint recommendation for the budgeting of capital funds. 3) The four parties will cooperate to effectively schedule the Theatre and all auxiliary spaces to ensure that these public assets are efficiently used. 4) The four parties will jointly work to identify potential open dates on the Theatre scheduling calendar which could be made available for programming by emerging regional arts organizations. Additionally, the four parties will encourage other performing arts organizations to take advantage of this time for organizational growth and programming expansion. 5) If appropriate, one or more of the three Resident Theatre Companies may contract to provide technical advice, design and equipment operation to support use of the Theatre by emerging performing arts groups. 6) The four parties acknowledge that the availability of time on the Theatre calendar may vary from year to year and it is even possible that no time is available in any given year. 5 DocuSign Envelope ID: C7057F00-AED3-4367-A4AE-05202BFA4470 AMENDMENT NO. ONE TO THE AGREEMENT FOR PERFORMING ARTS SERVICES BETWEEN THE CITY OF PALO ALTO AND THEATREWORKS SILICON VALLEY This Amendment No. One to the Agreement for Performing Arts Services ("Contract") is entered into October 23, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and THEATREWORKS SILICON VALLEY, a California nonprofit public benefit corporation, located at 350 Twin Dolphin Drive, Suite 127, Redwood City, CA 94065 ("CONTRACTOR"). RECITALS A. The Contract was entered into between the parties to provide performing arts services at the City's Lucie Stern Community Theater. B. The parties wish to amend the Contract to shorten the term in lieu of a new agreement between the parties to take effect. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 5 of the Contract is hereby amended to read as follows: "5. TERM: The services under this Agreement shall commence as of July 1, 2018 and shall terminate on November 9, 2018 (the "Term"). SECTION 2. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. 1 Revision July 20, 2016 DocuSign Envelope ID: C7057F00-AED3-4367-A4AE-05202BFA4470 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 Contracts Administrator APPROVED AS TO FORM: City Attorney or designee THEATREWORKS SILICON VALLEY By: Z_ Title: Executive Di rector 2 Revision July 20, 2016 DocuSign Envelope ID: EDDCA595-FE80-453D-9659-7057D7982925 AMENDMENT NO. ONE TO THE AGREEMENT FOR PERFORMING ARTS SERVICES BETWEEN THE CITY OF PALO ALTO AND PALO ALTO PLAYERS This Amendment No. One to the Agreement for Performing Arts Services ("Contract") is entered into October 23, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and PALO ALTO PLAYERS, a California nonprofit public benefit corporation, located at 1305 Middlefield Road, Palo Alto, CA 94301 ("CONTRACTOR"). RECITALS A. The Contract was entered into between the parties to provide performing arts services at the City's Lucie Stern Community Theater. B. The parties wish to amend the Contract to shorten the term in lieu of a new agreement between the parties to take effect. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 5 of the Contract is hereby amended to read as follows: "5. TERM: The services under this Agreement shall commence as of July 1, 2018 and shall terminate on November 9, 2018 (the "Term"). SECTION 2. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. 1 Revision July 20, 2016 DocuSign Envelope ID: EDDCA595-FE80-453D-9B59-7057D7982925 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 Contracts Administrator APPROVED AS TO FORM: City Attorney or designee PALO ALTO PLAYERS D7 by, By: uSiyala1( SmAlw^-. /696/9E6E4.B Title: Managi ng Di rector 2 Revision July 20, 2016 DocuSign Envelope ID: 7A6A927C-7E9D-4E30-8961-31E095F0CD85 AMENDMENT NO. ONE TO THE AGREEMENT FOR PERFORMING ARTS SERVICES BETWEEN THE CITY OF PALO ALTO AND WEST BAY OPERA This Amendment No. One to the Agreement for Performing Arts Services ("Contract") is entered into October 23, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and WEST BAY OPERA, a California nonprofit public benefit corporation, located at 221 Lambert Avenue, Palo Alto, CA 94306 ("CONTRACTOR"). RECITALS A. The Contract was entered into between the parties to provide performing arts services at the City's Lucie Stern Community Theater. B. The parties wish to amend the Contract to shorten the term in lieu of a new agreement between the parties to take effect. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 5 of the Contract is hereby amended to read as follows: "5. TERM: The services under this Agreement shall commence as of July 1, 2018 and shall terminate on November 9, 2018 (the "Term"). SECTION 2. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. 1 Revision July 20, 2016 DocuSign Envelope ID: 7A6A927C-7E9D-4E30-8961-31E095F0CD85 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 Contracts Administrator APPROVED AS TO FORM: City Attorney or designee WEST BAY OPERA r—DocuSignecl by. By: \ ,)asc, Luis 144SLO IGL `,,E81785,13486. Title: General Di rector 2 Revision July 20, 2016 CITY OF PALO ALTO City of Palo Alto (ID # 9717) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/5/2018 Summary Title: Approval of Amendment to Stewardship Agreement Between City of Palo Alto and Grassroots Ecology Title: Approval of Amendment Number 1 to the Amended and Restated Stewardship Agreement Between the City of Palo Alto and Grassroots Ecology for the Preservation, Protection, and Enhancement of the Enid W. Pearson Arastradero Nature Preserve Through June 30, 2022 From: City Manager Lead Department: Community Services Recommendation Staff recommends that Council approve and authorize the City Manager to execute Amendment No. 1 to the amended and restated Stewardship Agreement between the City of Palo Alto and Grassroots Ecology for the preservation, protection, and enhancement of the Enid W. Pearson Arastradero Nature Preserve through June 30, 2022. (Attachment A). Background In 1996, the City initiated a stewardship agreement with Bay Area Action for habitat restoration and environmental education at the Enid W. Pearson Arastradero Preserve (Preserve). Bay Area Action later became Acterra. In 2016, Acterra's Land Stewardship Program became Grassroots Ecology, an independent organization. As Acterra has continued to meet or exceed the goals of the Pearson Arastradero Management Plan, several stewardship agreement extensions and amendments have been awarded to Acterra. The most recent amendment agreement was for a five-year period beginning in Fiscal Year 2018 through Fiscal Year 2022. (Staff Report ID # 8159) Since this amendment, Acterra's stewardship program, Grassroots Ecology, has established itself as an independent 501(c)3 non-profit organization. Discussion Prior to June 2018, Grassroots Ecology operated stewardship programs for Acterra. Since June 2018, Grassroots Ecology was recognized by the Internal Revenue Service as an independent 501(c)3 non-profit organization. Subsequently, Acterra has assigned City of Palo Alto Page 1 Grassroots Ecology the agreement with the City for stewardship of the Preserve. Therefore, staff recommends amending the stewardship agreement to change the name on the agreement from Acterra to Grassroots Ecology. All terms, scope of work, and compensation remain the same. Resource Impact This recommendation has been budgeted as a continuing program in the Fiscal Year 2019 budget of the Community Services Department. There will be no additional General Fund or Capital Fund financial impact. The annual cost of stewardship at the Preserve was established as $75,720.56 for Fiscal Year 2018 with an annual adjustment based on the Consumer Price Index for the region. Environmental Review This amendment represents a continuation of the same use of existing facilities and is exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to section 15301 (existing facilities) of the CEQA guidelines. Therefore, no environmental assessment is required. Attachments: • Attachment A: Amendment No. 1 to Amended and Restated Stewardship Agreement for Pearson Arastradero Preserve City of Palo Alto Page 2 DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F AMENDMENT NO. 1 TO THE AMENDED AND RESTATED STEWARDSHIP AGREEMENT BETWEEN THE CITY OF PALO ALTO AND GRASSROOTS ECOLOGY This Amendment No. 1 (this "Amendment") to the AMENDED AND RESTATED STEWARDSHIP AGREEMENT BETWEEN THE CITY OF PALO ALTO AND GRASSROOTS ECOLOGY is entered into as of September 5, 2018 by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and GRASSROOTS ECOLOGY, a non-profit organization, located at 3921 East Bayshore Road, Palo Alto, Ca 94303, Tel. No.: (650) 419-9880 ("STEWARD"). CITY and STEWARD are also referred to herein collectively as the "Parties." RECITALS A. The Contract (as defined below) was entered into between ACTERRA, the original steward ("ORIGINAL STEWARD") and CITY on July 1, 2017, for services as detailed therein. B. The ORIGINAL STEWARD and STEWARD entered into an Assumption and Assignment Agreement dated September 5, 2018 (the "Effective Date of the Assignment and Assumption Agreement"), in which the ORIGINAL STEWARD assigned the Contract to STEWARD, STEWARD assumed the Contract, and the CITY consented to such assumption and assignment. Such Assignment and Assumption Agreement is hereby attached and incorporated into this Amendment as though fully set forth herein. C. STEWARD and CITY wish to amend the Contract to reflect that the STEWARD is GRASSROOTS ECOLOGY as of the Effective Date of the Assignment and Assumption Agreement referenced herein, and to attach STEWARD's insurance documentation and W-9 form to the Contract. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree as follows: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term "Contract" shall mean the Amended and Restated Stewardship Agreement, dated July 1, 2017, as amended by the Assignment and Assumption Agreement. b. Other Terms. Terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Wherever in the Contract the STEWARD is referred to as "ACTERRA" or "ACTERRA — ACTION FOR A HEALTHY PLANET", any such reference is hereby deleted and replaced 1 Revision July 20, 2016 DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61F with "GRASSROOTS ECOLOGY". Wherever in the Contract the contact information for the STEWARD is provided, it is hereby deleted and replaced in its entirety to read as follows: GRASSROOTS ECOLOGY Alexandra Von Feldt, Executive Director 3921 East Bayshore Road, Palo Alto, Ca 94303, Tel. no.: (650) 419-9880 x334 Email: alex@grassrootsecology.org SECTION 3. Concurrent with the signing of this Amendment, STEWARD shall provide to CITY documentation of insurance meeting the requirements of Section N ("Insurance") of the Contract, and a copy of its W-9 form reflecting its new employer identification number ("EIN"). SECTION 4. Legal Effect. Except as herein modified, all other provisions of the Contract, including any exhibits, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are hereby fully incorporated herein by this reference. IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written above. CITY OF PALO ALTO GR SS OSOT§bECOLOGY a(,t,),atara Vet& rt,LE City Manager (Contract over $85k) APPROVED AS TO FORM: City Attorney or designee (Contract over $25k, or non-standard form) By: Alexandra Von Feldt Name: Executive Director Title: 9/11/2018 Attachments: The Assignment and Assumption Agreement, per Recitals Section B of this Amendment. STEWARD'S insurance documentation. STEWARD'S W-9 Form reflecting its new El N. 2 Revision July 20, 2016 DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F CITY OF PALO ALTO ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is made as of September 10, 2018, by and between ACTERRA, a non-profit organization, located at 3921 East Bayshore Road, Palo Alto, Ca 94303, Tel. No.: (650) 962-9876 ("Assignor"), and GRASSROOTS ECOLOGY, a non-profit organization located at 3921 East Bayshore Road, Palo Alto, Ca 94303, Tel. No.: (650) 419-9880 ("Assignee"). RECITALS WHEREAS, Assignor is a party to the Agreement (as defined below); and WHEREAS, Assignor desires to assign the Agreement, and Assignee desires to assume the Agreement, each on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Assignment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor and Assignee agree as follows: 1. Definitions. The following definitions shall apply to this Assignment: (a) Agreement. The term "Agreement" shall mean the Amended and Restated Stewardship Agreement Between the City of Palo Alto and Acterra, dated July 1, 2017, between Assignor and CITY OF PALO ALTO, a California chartered municipal corporation ("City"). Such Agreement is hereby attached and incorporated into this Assignment as though fully set forth herein. (b) Effective Date. "Effective Date" shall mean the date first written above. (c) Other Terms. Terms used and not defined in this Assignment shall have the meanings assigned to such terms in the Agreement. 2. Assignment. Assignor hereby assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Agreement and all of Assignor's duties and obligations thereunder, to the extent arising on or after the Effective Date. 3. Assumption. Assignee hereby accepts the assignment transfer and conveyance set forth in Section 2 and agrees to perform all of Assignor's duties and obligations under the Agreement, to the extent arising on or after the Effective Date. 4. Mutual Indemnities. (a) Assignor. Assignor shall indemnify, defend and protect Assignee, and hold Assignee harmless from and against, any and all liabilities, losses, damages, claims, costs or expenses (including attorneys' fees) arising out of (a) any failure of Assignor to convey its interest pursuant to Section 2, free and clear of all third -party liens, claims or encumbrances or (b) any breach by Assignor of the Agreement or any other failure to perform or observe any of Page 1 of 4 DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F the duties or obligations of Assignor thereunder, to the extent such breach or failure arises prior to the Effective Date. (b) Assignee. Assignee shall indemnify, defend and protect Assignor, and hold Assignor harmless from and against, any and all liabilities, losses, damages, claims, costs or expenses (including attorneys' fees) arising out of any breach by Assignee of the Agreement or any other failure to perform or observe any of the duties or obligations thereunder assumed by Assignee pursuant to this Assignment. 5. Governing Law. This Assignment shall be governed by the laws of the State of California, without regard to its conflict of laws principles. 6. Headings. All section headings and captions contained in this Assignment are for reference only and shall not be considered in construing this Assignment. 7. Entire Agreement. This Assignment sets forth the entire agreement between Assignor and Assignee relating to the Agreement and supersedes all other oral or written provisions. 8. Further Assurances. From and after the date of this Assignment, Assignor and Assignee agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the conveyance contemplated by this Assignment or as may be required by City. 9. Severability. Should the application of any provision of this Assignment to any particular facts or circumstances be found by a court of competent jurisdiction to be invalid or unenforceable, then (a) the validity of other provisions of this Assignment shall not be affected or impaired thereby and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of Assignor, Assignee and City. 10. Successors; Third -Party Beneficiaries. Subject to the terms of the Agreement, this Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their successors and assigns. Except as set forth in Section 12, nothing in this Assignment, whether express or implied, shall be construed to give any person or entity (other than City and the parties hereto and their respective successors and assigns) any legal or equitable right, remedy or claim under or in respect of this Assignment or any covenants, conditions or provisions contained herein. 11. Notices. All notices, consents, directions, approvals, instructions, requests and other communications regarding this Assignment or the Agreement shall be in writing, shall be addressed to the person and address set forth below and shall be (a) deposited in the U.S. mail, first class, certified with return receipt requested and with appropriate postage, (b) hand delivered or (c) sent via facsimile (if a facsimile number is provided below). All communications sent in accordance with this Section shall become effective on the date of receipt. From time to time Assignor, Assignee or City may designate a new address for purposes of this Section by notice to the other signatories to this Assignment. If to Assignor: ACTERRA Page 2 of 4 DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F Adam Stern, Executive Director 3921 East Bayshore Road Palo Alto, Ca 94303 Tel. no.: (650) 962-9876 Email: adam.stern@acterra.org If to Assignee: GRASSROOTS ECOLOGY Alexandra Von Feldt, Executive Director 3921 East Bayshore Road Palo Alto, Ca 94303 Tel. no.: (650) 419-9880 Email: alex@grassrootsecology.org If to City: City of Palo Alto, Community Services Department Attn: Mark Ribeiro 3201 East Bayshore Boulevard Palo Alto, CA 94301 12. Consent of City; No Release of Assignor; Waivers. Each of Assignor and Assignee acknowledges that the prior written consent of City to this Assignment is required under the terms of the Agreement. City shall be a third party beneficiary of this Assignment (other than Section 4) and shall have the right to enforce this Assignment. Neither this Assignment nor the consent of City set forth below shall release Assignor in whole or in part from any of its obligations or duties under the Agreement if Assignee fails to perform or observe any such obligation or duty. Assignor has entered into this Assignment and obtained such consent of City based solely upon Assignor's independent investigation of Assignee's financial condition and ability to perform under the Agreement, and Assignor assumes full responsibility for obtaining any further information with respect to Assignee or the conduct of its business after the date of this Assignment. Assignor waives any right to require City to (a) proceed against any person or entity including Assignee, (b) proceed against or exhaust any security now or hereafter held in connection with the Agreement, or (c) pursue any other remedy in City's power. Assignor waives any defense arising by reason of any disability or other defense of Assignee or any other person, or by reason of the cessation from any cause whatsoever of the liability of Assignee or any other person. Assignor shall not have and hereby waives any right of subrogation to any of the rights of City against Assignee or any other person and Assignor waives any right to enforce any remedy of Assignor against Assignee (including, without limitation, Section 4(b)) or against any other person unless and until all obligations to City under the Agreement and this Assignment have been paid and satisfied in full. Assignor waives any benefit of any right to participate in any collateral or security whatsoever now or hereafter held by City with respect to the obligations under the Agreement. Assignor authorizes City, without notice or demand and without affecting Assignor's liability hereunder or under the Agreement to: (i) renew, modify or extend the time for performance of any obligation under the Agreement; (ii) take and hold security for the payment of any obligation under the Agreement and exchange, enforce, waive and release such security; and (iii) release or consent to an assignment by Assignee of all or any part of the Agreement. Page 3 of 4 DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F 13. Incorporation of Recitals. The recitals set forth above are terms of this Assignment and are hereby fully incorporated herein by this reference. 14. Documentation of Non -Profit Status. Concurrent with the execution of this Agreement, Assignee shall provide documentation of its non-profit status, such as a copy of its articles of incorporation or equivalent. IN WITNESS WHEREOF, Assignor and Assignee have each duly executed this Assignment as of the date first referenced above. By �FFBB28B8527Ed59. NameAdam Stern ACSURgnA ASSIGNOR) 5, ;i etITS ECOLOGY (ASSIGNEE) a s+ . Title Executive Director 9/10/2018 Alexandra von Feldt Name Title Executive Director 9/10/2018 Subject to Section 12 of this Assignment, City hereby consents to the assignment and assumption described in Sections 2 and 3 of this Assignment. CITY OF PALO ALTO (CITY) DocuSigned by: U,V'is 1ttttstott, 2FC7A67SEA6FApF Purchasing Manager or Designee Contract Administrator Approved as to Form: m DocuSigned by: Ti Shimizu 23DECA072A0E483... City Attorney or Designee Deputy City Attorney Chris Anastole 9/11/2018 Tim Shimizu 9/11/2018 Attachments: The Agreement, per Section 1(a) of this Assignment. Documentation of Non -Profit Status of Assignee, per Section 14 of this Assignment. Page 4 of 4 DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F AMENDED AND RESTATED STEWARDSHIP AGREEMENT BETWEEN THE CITY OF PALO ALTO AND ACTERRA This Amended and Restated Stewardship Agreement (the "Agreement"), dated as of July 1, 2017, is made by and between the City of Palo Alto, a California chartered municipal corporation (the "CITY"), and Acterra, a California public benefit corporation organized under the California Nonprofit Public Benefit Corporation Law (the"STEWARD") (individually, a "Party" and, collectively, the "Parties"), in reference to the following facts and circumstances: RECITALS: 1. The CITY owns certain Palo Alto real properties, commonly known as the Enid Pearson Arastradero Preserve (523 acres) and the Hewlett -Mullen Property 99 acres) (collectively, the "Preserve"), and shown in Exhibit A, attached hereto and incorporated herein by reference. 2. The CITY'S policy applicable to the Preserve, enunciated in the Arastradero Conceptual Master Plan, adopted June 20, 1983, is "to create a low intensity and minimal cost park with emphasis on natural and open space amenities of the land and sensitivity to the fragile foothills ecology. Uses planned for the park should not duplicate those provided in urban neighborhood or regional parks." 3. The CITY adopted a plan for the Preserve, the Arastradero Preserve Management Plan (the "Plan"), on November 12, 1996, and shown in Exhibit C, attached hereto and incorporated herein by reference. 4. The success of the Plan is directly related to the active support and involvement of the community. 5. The STEWARD intends to benefit the CITY and the general public by providing services in accordance with the CITY's referenced policy and the Plan. By this Agreement, the STEWARD will, under the direction of the City Manager, or designee, and through the use, of supervised volunteers, provide education and research programs, and perform a variety of maintenance and habitat restoration activities on the Preserve. 6. The Parties entered into a Stewardship Agreement on July 1, 2002, and now desire to amend and restate this agreement. NOW, THEREFORE, in consideration of the following covenants, terms and conditions, the Parties agree, as follows: DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F SECTION 1. PURPOSE 1.1 The purpose of this Agreement is to have both parties cooperate in the preservation, protection and enhancement of the Preserve. SECTION 2. SCOPE OF SERVICES 2.1 The STEWARD shall: A. Coordinate all of its activities at the Preserve with the City Manager or designee. B. Under the direction of the CITY, perform habitat restoration, removal and control of non-native, invasive weeds, trail maintenance and repair, litter removal, erosion control, and habitat restoration activities in accordance with the Plan. C. Under the direction of the CITY, provide and staff educational programs to educate the public about the Preserve and its amenities. D. Under the direction of the CITY, conduct ecological research in order to monitor the resources and the impacts of visitor use on the Preserve. E. Under the direction of the CITY, mobilize volunteers for Preserve projects and programs. F. Under the direction of the CITY, organize fundraising efforts for Preserve projects and programs. G. Within sixty (60) days after the Parties' execution of the Agreement, and thereafter on or before October 1 of each year during the term of this Agreement, the STEWARD shall submit to the City Manager, or designee, a proposed written annual work plan of activities to be carried out at the Preserve during the current fiscal year. On or before December 1 of each year, the STEWARD shall submit a proposed budget and any request for CITY funding for the following fiscal year. The STEWARD and the City Manager, or designee, shall jointly review the work plan, the budget, and any request for CITY funding, and shall jointly develop performance objectives and standards for the STEWARD'S activities. Upon approval, the City Manager, or designee, shall forward any budget request in accordance with the CITY's annual budget process. Any payments from approved requests for CITY funding will be made on a quarterly basis beginning July 1, 2017. As of September 1, 2017, and on or before September 1 of each succeeding fiscal year during the term of this Agreement, the STEWARD and the City Manager, or designee, shall conduct a performance review, indicating the activities that have been carried out at the Preserve for the past fiscal year, and conformance to the agreed upon performance objectives and standards. The performance review shall serve as a basis for consideration of any requests for funding or extension of the term of this agreement. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F H. The STEWARD may perform other services related to the preservation, protection and enhancement of the Preserve, as approved, in writing, by the CITY. 2.2 The CITY will: A. Provide overall management of the Preserve. B. Review all activities proposed for the Preserve. All activities of the STEWARD must be pre -approved by the City Manager. C. Be responsible for maintenance of all utility facilities within the Preserve, including those that do not benefit the Preserve directly. D. Be responsible for maintenance of all roads within the Preserve, signage, tree trimming and tree removal, fire management, law enforcement, and lake management. 2.3 The CITY may: A. Provide its own educational programs, conduct research, perform habitat restoration, remove and control non-native, invasive weeds, trail maintenance and repair, litter removal, erosion controls, raise funds, and supervise volunteers or contract with others to perform these duties. 2.4 As compensation for the services fully and faithfully provided during the Term specified in Section 3.1 by the STEWARD hereunder, the CITY will pay the STEWARD at the beginning of each calendar quarter, commencing July 1, 2017, upon receipt of the STEWARD's invoice the amount of eighteen thousand nine hundred thirty dollars and fourteen cents ($ 18,930.14), for a total annual compensation of seventy five thousand seven hundred twenty dollars and 56 cents ($ 75,720.56). 2.5 The payment amount set forth in Section 2.4 above will be adjusted on each July 1 of FY 2017-18, FY 2018-19, FY 2019-20 and FY 2020-21. The amount of the adjusted compensation will be negotiated by the Parties on or before February 1 of 2017, 2018, 2019 and 2020, respectively, and be based on an adjustment factor reflected in the Consumer Price Index - All Urban Consumers for the San Francisco -Oakland -San Jose MSA. FY 2017-18 will be considered the base year 100 for purposes of the adjustment calculation. SECTION 3. TERM; EXTENSION; TERMINATION 3.1 The term of this Agreement (the "Term") shall be five (5) years, commencing on July 1, 2017, unless it is earlier terminated as herein provided. 3.2 The Term may be extended by the Parties for one additional five-year period. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F 3.2 A Party may terminate this Agreement, with or without cause, upon thirty (30) days' prior written notice given to the other Party. SECTION 4. CONTROL OF HOURS, PRICES AND PROCEDURES 4.1 The STEWARD shall have access to the Preserve for the uses specified in Section 2 during normal business hours of the Preserve. The STEWARD shall at all times maintain a written schedule, setting forth the operating hours and operating procedures for each service provided at the Preserve. 4.2 At the written request of the CITY, the STEWARD shall furnish to the City Manager, or designee, a copy of the schedules and procedures aforementioned. Should the City Manager, or designee, decide that any part of these schedules or procedures is not responsive to the needs of the public, the STEWARD, upon receipt of written notice from the City Manager, or designee, shall modify the schedules and/or procedures to the reasonable satisfaction of the City Manager, or designee. Prior to issuing such notice, the City Manager, or designee, shall personally review and confer with the STEWARD or its representative. 4.3 Because the Preserve is public property and the STEWARD is acting for and on behalf of the CITY, the STEWARD, its officers, employees, agents and representatives shall conduct themselves in a courteous and efficient manner and be neat in appearance while they are working at the Preserve. The STEWARD shall hire and retain active, qualified, competent, and experienced personnel to supervise the STEWARD'S operations at the Preserve. The STEWARD shall closely monitor volunteers and otherwise ensure the highest standards of service to the public are maintained. SECTION 5. INSURANCE 5.1 Minimum Limits and Forms of Coverage. The STEWARD shall obtain and maintain the following insurance coverage acceptable to the CITY in full force and effect during the Term. POLICY MINIMUM LIMITS OF LIABILITY A. WORKER'S Statutory COMPENSATION B. COMPREHENSIVE Bodily Injury $1,000,000 ea. person AUTOMOBILE LIABILITY Property Damage $1,000,000 ea. person including owned, hired, and non -owned automobiles C. COMPREHENSIVE GENERAL LIABILITY Bodily Injury $1, 000,000 ea. person $1,000,000 ea. occurrence $1,000,000 aggregate DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F including products & completed operations, broad form contractual, and personal injury. Property Damage Personal Injury $1,000,000 ea. occurrence $1,000,000 ea. occurrence 5.2 Required Clauses. Insurance shall be in full force and effect before the Term may commence. Every insurance policy required by this Agreement shall contain the following clauses: A. "This insurance shall not be canceled, limited in scope of coverage or nonrenewed until after thirty (30) days written notice has been given to: City of Palo Alto/Superintendent Open Space and Sciences, PO Box 10250, Palo Alto, Cal. 94303". B. "All rights of subrogation are hereby waived against the CITY OF PALO ALTO and the members of the City Council and elective or appointive officers or employees, when acting within the scope of their employment or appointment. " C. "The CITY OF PALO ALTO is added as an additional insured as respects operations of the named insured at or from the Preserve." D. "It is agreed that any insurance maintained by the CITY OF PALO ALTO will apply in excess of, and not contribute to, insurance provided by this policy." 5.3 Evidence of Insurance Coverage and/or Changes A. Certificate of Insurance. STEWARD agrees to deposit with CITY'S Superintendent, Open Spaces and Sciences, before the effective date of thisAgreement, certificates of insurance necessary to satisfy CITY that the insurance provisions of this Agreement have been complied with, and to . ensure that such insurance is kept in effect, with the certificates on deposit with CITY, during the entire term of this Agreement. Should STEWARD not provide evidence of such required coverage at least three (3) days prior to the expiration of any existing insurance coverage, CITY may purchase such insurance, on behalf of and at the sole expense of STEWARD, to provide six months coverage. B. Review of Coverage. CITY shall retain the right, at any time, to review the coverage, form, and amount of the insurance required hereby. If, in the opinion of the Risk Manager, the insurance provisions in this Agreement do not provide adequate protection for CITY and for members of the public using the Preserve, the City Manager, or his designee, may require an amount to provide adequate protection as determined by the Risk Manager. CITY's requirements shall be reasonable and shall be designed to assure protection from and against the kind and extent of risk which exists at the time a change in insurance is required. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F C. Changes in Coverage. The City Manager, or his designee, shall notify STEWARD in writing of changes in the insurance requirements; if STEWARD does not deposit copies of acceptable insurance policies with CITY incorporating such changes within sixty (60) days of receipt of such notice, or in the event STEWARD fails to ensure that the required insurance coverage is maintained in effect, this Agreement shall be in default without further notice to STEWARD. D. No Limit of Liability. The procuring of such required policy or policies of insurance shall not be construed to limit STEWARD's liability hereunder nor to fulfill the indemnification provision and requirements of this Agreement. Not withstanding said policy or policies of insurance, STEWARD shall be obligated for the full and total amount of any damage, injury, or loss caused by or connected with this Agreement, with the STEWARD'S use of the Preserve. E. Acceptability of Insurers. Insurance shall be placed with insurers with a current A.M. Best's rating of no less than A:X. SECTION 6. INDEMNITY 6.1 Except as provided under section 6.2, the STEWARD hereby waives all claims, liability and recourse against the CITY, including the right of contribution for loss or damage of or to persons or property arising from, growing out of, or in any way connected with or related to this Agreement. The STEWARD agrees to protect, indemnify, hold harmless and defend the CITY, its elected officials, officers, employees and agents, against any and all claims, losses, liability, demands, damages, costs, expenses or attorneys' fees arising out of the STEWARD's negligent performance or nonperformance of its obligations under the terms of this Agreement. In the event the CITY is named as co-defendant, the STEWARD shall notify the CITY of such fact and shall represent the CITY in such legal action, unless the CITY undertakes to represent itself as codefendant in such legal action, in which event the STEWARD shall pay to the CITY its reasonable litigation costs and expenses, including reasonable attorneys' fees. 6.2 The CITY agrees to protect, indemnify, hold harmless and defend the STEWARD, its officers, employees and agents, against any and all claims, losses, liability, demands, damages, costs, expenses or attorneys' fees arising out of the CITY's negligent performance or nonperformance of its obligations under the terms of this Agreement. SECTION 7. NO PROPERTY RIGHTS 7.1 The Parties agree that this Agreement shall not confer any property right upon the STEWARD or its officers, employees, members or volunteers. Any work performed for the benefit of the Preserve and any improvements placed or constructed at DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F the Preserve shall conform to the CITY's standards and approved by the City Manager, or designee, and shall, upon acceptance, become the property of CITY. SECTION 8. ASSIGNMENTS 8.1 As the CITY has relied on the specific background and capabilities of the STEWARD in the award of this Agreement, any mortgage, pledge, hypothecation, encumbrance, transfer, sublease, or assignment (collectively referred to as "Encumbrance") of the STEWARD's interest in the Preserve or any part or portion thereof, is prohibited. Any attempted Encumbrance shall be null and void and shall confer no right, title, or interest in or to this Agreement. SECTION 9. NOTICES 9.1 Unless otherwise required by the terms and conditions of this Agreement, whenever notice is required to be furnished by this Agreement, it shall be mailed, first class, postage prepaid, to the following: To CITY: City Clerk City of Palo Alto P.O. Box 10250 Palo Alto, CA 94303 To STEWARD: Executive Director ACTERRA 3921 E. Bayshore Road, Suite 202 Palo Alto, CA 94303-4303 with a copy to: Division Manager, Open Space, Parks & Golf City of Palo Alto P.O. Box 10250 Palo Alto, Ca 94303 SECTION 10. EXHIBITS TO AGREEMENT 10.1 General Conditions. All general terms, conditions, and provisions applicable to contracts respecting land entered into by the City shall apply to this Agreement, and the same is attached hereto and incorporated herein by reference as Exhibit B. 10.2 This Agreement includes the following, which are expressly attached here to and by this reference incorporated into this Agreement: Exhibit A - Map showing area of the Preserve Exhibit B - General Conditions Exhibit C - Arastradero Preserve Management Plan (dated July 1, 2002) DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F The inclusion of provisions in Exhibit B (General Conditions) is not in any way intended to lessen their importance, but is merely done to enhance the organization of various sections and this Agreement. IN WITNESS WHEREOF, the Parties by their duly appointed representatives have executed this Agreement as of the date first above written. CITY OF PALO ALTO ACTERRA p—DocuSigned by: •-eitylThitihKer DocuSigned by: crt p 6' y5A45traiey or Designee DocuSigned by: ali,- Vet& raLt --E5e8 f-Vettirector DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F EXHIBIT A MAP SHOWING AREA OF THE PRESERVE Trail - year round access Trail - seasonal access Paved roadway Stream Mileage markers • Seasonal closure marker 0 Access parking lot 0 Public telephone ff Access restrooms 0 Drinking water e -s Gates (5 Ranger Station / Information Contour Interval 40 feet Fit Lake (Private WeTTY W 89) OgAS74.0 N MARYNENS No public Gate parking r .M r 1‘.4°"'" trsa NV P ei PORTOLA i'( C C‘ @. PASTURES II Iva Bautista deAnaa Trai MOW op Tran 17 Gate Bjf P ,la a 31 O D a� U 0 Bowl Laos `-Pq SFO O r� A. No ublrcpacking alo road it Rob'e Trag i °'A 4 0.1 0.2 0.3 SCALE IN MILES .2e e Gaze D.Ray,<o-l6dgeTrail access through Foothgk Park Pedestrians ooly.No dogs oo %eelcends or handays DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F EXHIBIT B GENERAL CONDITIONS 1. DEFINITIONS CITY shall mean the City Council of the City of Palo Alto, a municipal corporation. The City Manager is hereby authorized to take any actions under this Agreement. Clauses in this Agreement refer to specific officers or employees of CITY. Should these positions be eliminated or the title changes, it is understood and agreed that such references shall be considered to be to the new title for renamed positions or to the replacement official designated with the responsibilities of any eliminated position. 2. ASSURANCES A. Each Party represents and warrants that it has the authority to enter into this Agreement. B. STEWARD is a duly qualified nonprofit corporation authorized to do business in Santa Clara County. 3. TIME Time is of the essence of this Agreement. 4. PERMITS AND LICENSES STEWARD shall be required to obtain any and all permits and/or licenses which may be required in connection with the operation of the Preserve as set forth in this Agreement. 5. AMENDMENT ORGANIZATION AND RULES OF CONSTRUCTION Words of the masculine gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context otherwise indicates, words importing the singular number shall include the plural number and vice versa, and words importing persons shall include corporations and associations, including public bodies, as well as natural persons. The terms "hereby", "hereof' "hereto", 'herein', "hereunder and any similar terms, as used in this Agreement, refer to this Agreement. All the terms and provisions hereof shall be construed to effectuate the purposes set forth herein, and to sustain the validity hereof. The titles and headings of the sections of this Agreement have been inserted for convenience of reference only, are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F hereof or be considered or given any effect in construing this Agreement or any provision hereof in ascertaining intent, if any question of intent shall arise. 6. ENTIRE AGREEMENT; AMENDMENTS This Agreement sets forth the entire agreement between Parties. Any modifications must be written and properly executed by both Parties. 7. UNLAWFUL USE STEWARD agrees that no improvements shall be erected, placed upon, operated, nor maintained upon the Preserve, nor any business conducted or carried on therein or therefrom, in violation of the terms of this Agreement, or of any regulation, order of law, statute, or ordinance of a governmental agency having jurisdiction over STEWARD'S use of the Preserve. 8. NONDISCRIMINATION STEWARD and its employees shall not discriminate against any person because of race, color, religion, ancestry, age, sex, national origin; disability or sexual preference. STEWARD shall not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, age, national origin, disability or sexual preference. STEWARD covenants to meet all requirements of the Palo Alto Municipal Code pertaining to nondiscrimination in employment. If STEWARD is found in violation of the nondiscrimination provisions of the State of California Fair Employment Practices Act or similar provisions of federal law or executive order in the conduct of its activities under this Agreement by the State of California Fair Employment Practices Commission or the equivalent federal agency or officer, it shall thereby be found in default under this Agreement, and such default shall constitute a material breach of this Agreement. CITY shall then have the power to cancel or suspend this Agreement in whole or in part. 9. DISPOSITION OF ABANDONED PERSONAL PROPERTY If STEWARD abandons the Preserve or is dispossessed thereof by process of law or otherwise, title to any personal property belonging to STEWARD and left on the Preserve forty-five (45) days after such abandonment or dispossession shall be deemed to have been transferred to CITY. CITY shall have the right to remove and to dispose of such property without liability therefore to STEWARD or to any person claiming under STEWARD, and shall have no need to account therefore. 10. HAZARDOUS SUBSTANCES A. Definition. As used herein, the term 'Hazardous Materials" means any substance or material which has been determined by any state, federal or local governmental authority to be capable of posing risk of injury to health, safety, and property, including petroleum and petroleum products and all of those materials and DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the California Water Quality Control Board, the U.S. Department of Labor, the California Department of Industrial Relations, the California Department of Health Services, the California Health and Welfare Agency in connection with the Safe Water and Toxic Enforcement Act of 1986, the U.S. Department of Transportation, the U.S. Department of Agriculture, the U.S. Consumer Product Safety Commission, the U.S. Department of Health and Human Services, the U.S. Food and Drug Administration or any other governmental agency now or hereafter authorized to regulate materials and substances in the environment. Without limiting the generality of the foregoing, the term "Hazardous Materials" shall include all of those materials and substances defined as 'toxic materials" in Sections 66680 through 66685 of Title 22 of the California Code of Regulations, Division 4, Chapter 20, as the same may; be amended from time to time. B. STEWARDS Use of Preserve. During the term of this Agreement, STEWARD shall abide and be bound by all of the following requirements: i. STEWARD shall comply with all laws now or hereafter in effect relating to the use of Hazardous Materials on, under or about the Preserve, and STEWARD shall not contaminate the Preserve, or its sub surfaces, with any Hazardous Materials. ii. STEWARD shall restrict its use of Hazardous Materials in the Preserve to those kinds of materials that are normally used in constructing the Project. Disposal of any Hazardous Materials at the Preserve is strictly prohibited. Storage of such permissible Hazardous Materials is allowed only in accordance with all applicable laws now or hereafter in effect. All safety and monitoring features of any storage facilities shall be approved by CITY'S Fire Chief in accordance with all laws. iii. STEWARD shall be solely and fully responsible for the reporting of all Hazardous Materials releases to the appropriate public agencies, when such releases are caused by or result from STEWARD'S activities on the Preserve. STEWARD shall immediately inform CITY of any release of Hazardous Materials, whether or not the release is in quantities that would otherwise be reportable to a public agency. iv. STEWARD shall be solely and fully responsible and liable for such releases at the Preserve, or into CITY'S sewage or storm drainage systems. STEWARD shall take all necessary precautions to prevent any of its Hazardous Materials from entering into any storm or sewage drain system or from being released on the Preserve. STEWARD shall remove releases of its Hazardous Materials in accordance with all laws. In addition to all other rights and remedies of CITY hereunder, if the release of Hazardous Materials caused by STEWARD is not removed by STEWARD within ninety (90) days after discovery by STEWARD, CITY or any other third party, CITY may pay to have the sane removed and STEWARD shall reimburse CITY for such costs within five (5) days of CITY'S demand for payment. v. STEWARD shall protect, defend, indemnify and hold harmless CITY from and against all loss, damage, or liability (including all foreseeable and. unforeseeable DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F consequential damages) and expenses (including, without limitation, the cost of any cleanup and remediation of Hazardous Materials) which CITY may sustain as a result of the presence or cleanup of Hazardous Materials on the Preserve. vi. STEWARD'S obligation under this Clause shall survive the expiration or earlier termination of this Agreement. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F EXHIBITC ARASTRADERO PRESERVE MANAGEMENT PLAN CITY OF PALO ALTO MANAGEMENT PLAN FOR THE ARASTRADERO PRESERVE Purpose The purpose of this Management Plan is to provide guidelines for staff implementation of City Council direction regarding the management of the Pearson Arastradero Preserve and the Hewlett -Mullen property. Council Policy and Mission Statement At its meeting of July 23, 1984, the City Council adopted a Conceptual Master Plan for the creation of a "low intensity and minimal cost park, with emphasis on the natural and open space amenities of the land and sensitivity to the fragile foothills ecology. Uses planned for the park should not duplicate those provided in urban neighborhood or regional parks." The Conceptual Master Plan was based, in large part, on the recommendations of an eight -member Arastra Citizens Advisory Committee. This statement became, and remains, the mission statement for the Preserve. This Plan incorporates habitat preservation as its primary goal, while at the same time providing for appropriate public access and activities. In instances where public access and activities conflict with the natural values of the Preserve, the preservation of the natural values of the Preserve shall prevail. Responsibilities The City Council is responsible for providing policy direction on all use of the Arastradero Preserve. The public's use of the Preserve is regulated by ordinances contained within the City's Municipal Code. The Community Services Department has primary responsibility for implementing the elements of this Plan. Enforcement of the City's Municipal Code, as it relates to the Pearson Arastradero Preserve, will be the responsibility of the park ranger staff, with support from other City departments. Park rangers will also have a major role in responding to fire and medical emergencies on the Preserve. The Steward, who will be a contracted nonprofit, local, community -based organization, may be used in maintaining the Preserve. The mission of the Steward would be complimentary to the mission of the Preserve and would enter into a contractual agreement for designated shared stewardship responsibilities for the Preserve. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F Working under the direction of the City, the Steward will assist in habitat restoration, removal and control of non-native, invasive weeds, trail maintenance and repair, educational activities, research and riparian habitat management. The Steward's responsibilities for each of these areas are discussed in more detail in the Appendix to this Plan. Notwithstanding, the overall administration and management of the Arastradero Preserve remains the responsibility of the City of Palo Alto. The Department of Public Works is responsible for the oversight and coordination of engineered capital improvement projects on the Preserve. The Utilities Department is responsible for maintenance of all electric, gas, water and wastewater facilities on the Preserve. Their activities are described in greater detail in Chapter 5 of the Management Plan, "Utilities Department Maintenance Responsibilities on the Preserve." The Fire Department is responsible for wildland fire prevention and suppression on the Preserve through implementation and revision of the Foothills Fire Management Plan. The Department's activities are described in greater detail in the chapter on "Open Space Management and Habitat Protection." The success of this Management Plan is directly related to the support the Preserve receives from the community. This support may come as financial contributions for specific activities on the Preserve, from individual volunteers working on projects, and from nonprofit organizations which provide groups of volunteers to assist in such activities as trail maintenance and repair, litter removal, erosion controls, and habitat restoration. CHAPTER 1: HISTORY OF THE ARASTRADERO PRESERVE In August 1969, Arastra Ltd., the owners of the Arastradero property, applied for a Planned Community zone change for construction of 1,776 dwelling units. The City denied this proposal. During this same period, the City hired a consultant to study land use and the ability of the City to provide services to potential foothills developments. The City Council amended the Comprehensive Plan in June 1971, to include most of the foothills area in "Open Space - Controlled Development." An Open Space Element for the General Plan was subsequently adopted in April 1972. That year, the City also adopted an Open Space zone district, which required an average of ten acres per dwelling unit. In September 1972, Arastra Ltd. sued the City, claiming $15.6 million in damages, plus interest, attorney's fees and costs. Litigation proceeded for the next three years. In September 1975, the U. S. District Court ruled in Arastra Ltd.'s favor that the zoning amounted to a "taking" of Arastra's property and that all that remained to be completed was determination and payment of the value of DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F the land as of September 1972. The City was ordered to purchase the land. Arastra Ltd. and City officials met several times and reached agreement out of court to settle the suit. A settlement fee of $7,475,000 was paid to Arastra Ltd. in July 1976, and the City became the fee owner of the property, which, in addition to the approximately 510 acres, included a six -bedroom, 5,965 square foot house, a large barn and a second, small two - bedroom house. In 1981, the Council adopted an ordinance dedicating 432.781 acres of the Pearson Arastradero Preserve as park land. In 1992, the Council dedicated 77 .219 acres of the Preserve as park land. In addition, in 1982 the Council dedicated 99.002 acres of the Hewlett -Mullen property as parkland. Although not officially a part of the Arastradero Preserve, the Hewlett -Mullen property is included as part of this Management Plan. The total acreage for the area contained within the Plan is around 609 acres. In March 1992 (CMR: 165:92), staff requested Council direction as to the future of the improvements within the Pearson Arastradero Preserve. Staff recommended the demolition of the main and small houses, with the retention of the barn for use by the Recreation, Open Space and Sciences Division. Council, instead, directed staff to proceed with a Request for Proposal (RFP) to solicit alternatives for use of the structures on the Preserve, consistent with the requirements of the park dedication ordinance. In July 1993 (CMR: 432: 93), staff presented the responses to the RFP. The Challenge Learning Center (CLC) responded and then withdrew its proposal, citing in its decision to withdraw the "unwarranted, large time and expense anticipated in dealing with the opposition raised by Arastradero neighbors, and the fact that staff would not be able to recommend the proposal to Council in light of neighborhood concerns." Staff again recommended the demolition of the main house, as well as the small house, and the retention of the barn. Council, instead, referred the question of the disposition of the Preserve main house to the Policy and Services Committee for "consideration of subdividing the home for use as a single-family residence or other options that may be determined." The Policy and Services Committee recommended to Council, and Council ultimately approved, demolition of both the main house and caretaker's house. On June 19, 1995, Council approved the 1995-96 Capital Improvement Program, which included $90,000 for a project to dismantle the Arastradero main house and caretaker's house. At that time, however, Council directed staff to prepare an RFP for use of the main house, prior to proceeding with removal. Staff transmitted the RFP to Council in October 1995, and after receiving approval, solicited proposals. Proposals were received, from Bay Area Action and the Children's Tree House. Staff recommended that Council reject both proposals. On March 11, 1996, Council adopted the staff recommendation to reject both proposals and further directed staff to take the following steps: 1) proceed with the removal of the structures, utilizing the prior budget funding of $90,000, with the focus on the reuse and recycling of the materials from the structures, and report back to Council prior to the removal of the structures; 2) explore the possibility of a public/private partnership for both the structural work and habitat restoration implementation steps and with respect to DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F the "stewardship" concept; 3) pursue with the individuals represented by attorney Theodore Carlstrom their contribution of $350,000 to the City in connection with carrying out the steps in the recommendation; 4) pursue the implementation of the habitat restoration in the areas where the structures are currently located; and 5) explore the potential for a new modest facility (less than 1,500 square feet) as a gateway to the Pearson Arastradero Preserve, with the potential reuse of the materials from the existing structures. On May 13, 1996, staff presented to Council, for which approval was received, a project work plan to implement Council direction for the Preserve. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F CHAPTER 2: INTERPRETIVE SERVICES AND RESEARCH Interpretive services and research on the Pearson Arastradero Preserve will be the responsibility of the City of Palo Alto, with the active support of the Steward, City staff will review and approve all proposed Steward interpretive and research activities on the Preserve and will evaluate such activities for their impact on the Preserve, and for their value to the community. Interpretive Services City staff and the Steward will conduct limited interpretive services, These services will include programs on the natural and human history of the Preserve, as well as programs on habitat restoration and biological research activities, These programs will be made available both during the week and on weekends and will be designed to assist the public in developing a better understanding and appreciation of the unique natural values of the Preserve. Based on usage, and in order to protect the natural values of the Preserve, City staff may place limitations on the number and types of interpretive programs offered by both the Steward, the City, and other organizations. Research Activities The Pearson Arastradero Preserve provides an opportunity for research on the effects of human activity on natural systems, Although minimally developed, the Preserve has had a long human history, which included livestock grazing, Proposed research on ecological and human impact on the Preserve will be approved in advance by the City, The City will also monitor all research activities to ensure that such activities do not negatively impact the natural values of the Preserve and provide a benefit to the community. The intent is for this research to directly benefit the Preserve through the identification of issues related to habitat restoration and preservation, and the possible development of management techniques designed to maintain the Preserve in as natural a condition as possible, Another goal of research on the Preserve is to provide information that will assist in the management of other open space areas in the region. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F CHAPTER 3: OPEN SPACE MANAGEMENT AND HABITAT PROTECTION Although nature preserves are intended to be maintained with minimal human activity, there are several situations which require active human involvement to protect native plant and animal species and to maintain the habitat in as natural a state as possible. One element of the 1984 Conceptual Master Plan for the Preserve was to, Return the land to its natural state as much as possible, with protected plantings of native oaks and elimination of intruding vegetation, using ecologically sound methods, and eventually placing utilities underground. In addition, on August 13, 1990, the City Council established a policy for overall open space management and habitat protection, which contained the following components: 1. The official policy of Palo Alto will be to retain natural habitat, except in areas where qualified City personnel certify that plants create a fire hazard or on firebreaks, roads or trails which are routinely maintained. 2. In times of higher fire danger, when public safety concerns require the use of non -routine fire prevention methods, the policy of the City of Palo Alto will be to use the least intrusive methods on open space lands. These methods, in the order they are to be used, are: a. Establish fire lines on the perimeters of open space lands, leaving the centers natural. b. Mow, rather than disc, fire lines when the terrain permits. c. Disc fire lines. d. Use herbicides as a last resort. 3. Prior to weed abatement activity, staff will identify and mark for protection any suspected nesting sites for burrowing owls or other ground dwelling animal species. 4. Herbicides shall not be used for weed abatement, except for the control of poison oak in high use areas or interfering with City weed abatement activity. The use of herbicides for this purpose is to be at the discretion of the Superintendent of Open Space and Sciences. 5. Private land owners should be encouraged to follow City policies on weed abatement. Habitat Restoration DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F Working under the direction of the City, the Steward will design and recommend a habitat restoration plan for the Preserve. Upon approval, the City will implement the plan with the active support of the Steward. The plan will include: • Habitat restoration on the site of the former houses and barn. Development of a tree planting plan and implementation schedule, incorporating the use of local, native sources of trees, with an emphasis on the re-establishment of oaks on the Preserve. • Habitat restoration of other sections of the Preserve. Maintenance of restored areas during the first few years of new vegetation growth. This includes watering of plants and removal of any remaining non-native invasive weeds. • Monitoring of habitat restoration activities, to determine the effectiveness of the plan and to identify areas for further research or effort. Habitat restoration activities may require the closing of sections of the Preserve for periods of time, to allow grasses, trees and shrubs to become established. Areas to be closed for habitat restoration will be approved by the City. Appropriate signs will be installed to notify the public of the areas closed. These signs will be posted, both in the parking lot and adjacent to the closed area(s). Management of Non -Native Invasive Weeds Non-native, invasive weeds are encroaching on the natural habitat of the Pearson Arastradero Preserve. These include but are not limited to: • Canary Grass • Yellow Star Thistle • Bull Thistle • Bristly Ox -Tongue • Poison Hemlock • Fuller's Teasel • Fennel • Italian Thistle • French Broom • Pampas Grass The Steward will develop and submit to the City a recommended plan for the removal or control of non-native, invasive weeds. Upon approval, the City and Steward shall implement the plan. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F Methods of control of non-native invasive weeds will include: • Hand and mechanical clearing of the plants, including removal of root stock • Mowing prior to the full development of seeds or fruiting bodies • Re -seeding of cleared areas with native plants, primarily grasses • Planting of native trees and shrubs Poison Oak Management Compared with other open space lands operated by the City, poison oak is not a major problem on the Preserve. Where poison oak is found in dense concentration, generally along trails and around Arastradero Lake, poison oak will be controlled by trimming or removal. Herbicides shall be used as a last resort. Poison oak management will remain the responsibility of the City, with support as appropriate, from the Steward. Tree Trimming Trees on the Pearson Arastradero Preserve are trimmed or removed only when they create a hazard to the public. This usually involves trees which are along roads or on the trail system. City staff will respond to any tree issues on the Preserve. Trimming of trees along the edge of the utility road will be the responsibility of the City. Lake Management City staff is responsible for the removal of pond weed and cattails from Arastradero Lake. Tills work is accomplished through mechanical harvesting of materials to maintain fishing and viewing access to the Lake. No chemicals are used to control pond weed and cattail growth. Materials harvested are composted on site, to reduce the costs of transporting the materials to the City's Refuse composting facility. Periodic fish creel census or other assessment work will be conducted by City staff to determine the health of the fish population in Arastradero Lake. There are no plans for restocking the Lake with fish. This is consistent with the 1983 Conceptual Master Plan. There are no plans to perform any lake management activities on the small lake, sometimes referred to as John Soby Lake. Riparian Habitat Management Working with an existing citizens' committee, the City will proceed with the Public Works Department's Capital Improvement Projects for seismic repairs to Arastradero Lake dam and for repairs or replacement of the culvert system and erosion control on Arastradero Creek, between Arastradero Lake and the Preserve's southern boundary. The role of the Steward will be to assist the City in riparian habitat management along Arastradero Creek. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F Wildlife Management Wildlife management on the Preserve will be limited during the first few years of this Plan to observations and research related to existing animal populations. The City and the Steward will work collaboratively on the development of a long range wildlife management plan, when appropriate. The City's Wildlife Management Team will continue to collect information related to mountain lion sightings on the Preserve, and will continue to inform the public of any changes in mountain lion activity in the area. City staff will work closely with the State Department of Fish and Game and the U. S. Fish and Wildlife Service regarding any management issues related to mountain lions on the Preserve. Fire Management Given the above policy guidelines, Open Space and Fire Department staff will maintain the disked fuel breaks on the Pearson Arastradero Preserve, as outlined in the 1982 Foothills Fire Management Plan. This includes the disking of most perimeters which border homes and all perimeters of the 77 -acre parcel. The only exception to the Foothills Fire Management Plan is that the disc lines on the Preserve will continue to be maintained at 60 or 120 foot widths, depending on the location of the disk line. Staff from Open Space Division and the Fire Department will continue to work with the disking contractor and concerned citizens over the issues of habitat disruption and the loss of seedling oaks within the disc lines. In addition, staff will direct the Steward in the identification and marking for protection of any suspected sites for burrowing owls. Although included as an element of the City's Fire Management Plan, proscribed burning of sections of the Preserve is not now being considered. CHAPTER 4: CONSTRUCTION AND MAINTENANCE OF FACILITIES Trails Formal trails on the Preserve are generally former access roads, constructed before the City acquired the property in 1976. Because of increased traffic of all kinds on the Preserve, numerous informal trails have become established. These are particularly evident since the Preserve became a popular area for mountain bikes. In March 2001, City Council adopted a comprehensive Trail Master Plan for the Pearson Arastradero Preserve. This document designates year-round and seasonal use trails, standards for the maintenance of these trails and guidelines for the construction of new trails. The Trail Master Plan also provides important information on areas of environmental constraint that has affected certain trail recommendations. This document DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F will provide direction to staff and the Steward on methods of trail maintenance and repair. Generally, trails will be maintained by removing overhanging vegetation, repairing the trail tread, and controlling erosion. The City will work with the Steward to close informal trails as part of the habitat restoration plan for the Preserve. Signs stating "Trail Closed: Habitat Restoration" will be installed at the junctions of formal and informal trails. Soil preparation and seeding of informal trails will be conducted by the Steward .under the direction of City staff. In addition, an active program of educating the public about the proper use of the Preserve and its trail system will be implemented by the City with the support of the Steward. Sections of the formal trails on the Preserve may be closed for maintenance or habitat restoration. Trails may -be closed to equestrian, bicycle, pedestrian or all travel during wet weather, when such traffic would damage the trail surface. Signs notifying the public about trail closures will be posted in the parking lot, trail heads and trail junctions. One of the significant current issues related to the management of the Preserve is mountain bike activity on both the formal and informal trails. Staff has noticed a considerable increase in the number of informal trails ("single-track" trails), which contribute to overall environmental degradation of the Preserve, and which increases the potential for erosion and accidents. Based on the Municipal Code, bicycles are restricted to designated trails. Staff will increase its efforts to educate bicyclists to the need to stay on the trails. Staff and the Steward will work together to remove informal trails through habitat restoration. And, as a last resort, staff will use its citation powers to enforce the ordinances protecting the Preserve. Road Repair and Maintenance The Arastradero Creek Trail, Meadowlark Trail (Segment 1), Juan Bautista de Anza Trail (Segments2 and 5), Woodland Star (Segment 1), and the connecting asphalt road to the Corte Madera water tank are the only designated vehicle -accessible service trails on the Preserve. As mentioned elsewhere in this Plan, these 10 -foot wide gravel trails are maintained by the Utilities Department. Signs and Fence Standards In keeping with the low intensity use for the Preserve, the sign standards for the Pearson Arastradero Preserve are as follows: Trail markers and signs will be made of painted aluminum, with a brown background and yellow lettering. The signs will be mounted on one (or two, if needed) 6 -inch x 6 -inch redwood post, extending no more than four feet above the ground. The intent is to have the signs accomplish their intended purpose without becoming the dominant features of DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F the landscape. The only exceptions to this standard are the retention of the existing large wooden signs with routed lettering. Split rail fencing will be the fence standard for future fencing projects on the interior of the Preserve. The existing fencing will be maintained along the perimeter, with replacement fencing being installed only in areas where there is a need to protect the Preserve from unauthorized access, including motor vehicles and motorcycles. Additional signs will be added, as needed, to direct visitors and to mark areas where habitat restoration is occurring or to provide trail closure information. Because large, carved wooden trail signs and interpretive displays in parking lots and at trail heads are often targets of vandalism, trail maps will continue to be made available in the parking lot and preserve entrances. Picnic Areas and Benches Presently, there is a single picnic table on the Vista Point trail. The table is made of galvanized leg supports, with wooden benches and tabletop. No other picnic facilities are proposed. Benches have been approved for three locations on the Preserve. Bench standards will be comparable to those used at the Baylands Nature Preserve (six-foot oak, 13-s1 at contour benches, with metal ground installed frame). Benches will be made of wood, varnished and constructed in such a way as to minimize maintenance and vandalism. Trash Receptacles Trash receptacles are located at the parking lot and at Arastradero Lake. There are no plans for additional trash receptacles on the Preserve, in keeping with the philosophy that visitors to the Preserve should carry their trash out with them. Restrooms Two portable restrooms are located at the parking lot, one of which provides handicapped access. Drinking Fountains and Horse Watering Troughs There is one drinking fountain at the parking lot. In addition, staff proposes the installation of a drinking fountain at Arastradero Lake. Staff also proposes moving the horse trough from the barn site to Arastradero Lake. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F Parking Lot and Bicycle Racks During the development of conceptual plans for a gateway facility, citizens and staff discussed the expansion of the present 35 -space gravel parking lot presently located on the 77 acre portion of the Preserve, The consensus of the design committee was to not expand the parking lot at this time, Limiting the impacts on the Preserve by users and limited funds were the factors that led to this decision, Since the lot often becomes full on warm weekend days, staff created a 20 -space, unsurfaced overflow parking area which could be opened for special events. The parking lot will remain unlighted and closed when the Preserve is closed. Bicycle racks in the Arastradero Road parking lot are rarely used, Most park visitors with bicycles either transport them in vehicles to the parking lot or ride them directly onto the Preserve from other locations, Bicycle parking will be included in the designs for the gateway facility. Gateway Facility As part of the work plan for the Preserve approved by the City Council on May 13,1996, staff will explore the potential for a new, modest facility to be used as a gateway to the Pearson Arastradero Preserve. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F CHAPTER 5: UTILITIES DEPARTMENT MAINTENANCE RESPONSIBILITIES ON THE PRESERVE Electric Utility The electric utility service for the Alexis Drive area, Foothills Park and other City electric customers in the foothills is provided by the 12,470 -volt overhead electric power lines entering the Pearson Arastradero Preserve from Arastradero Road near Tracy Court. The overhead electric lines continue into the Preserve and split near Arastradero Lake and the Corte Madera Booster Station. One leg continues overhead toward Alexis Drive, then goes underground along Alexis Drive and the adjoining streets. The main line continues overhead along Arastradero Creek. The overhead line splits again near the Boronda Reservoir. The main line continues a short distance overhead into Foothills Park. A tie line goes underground to the end of Alexis Drive, providing an alternate feed into the Alexis Drive area, should the direct buried underground cables along Alexis Drive fail. The overhead facilities are standard wood poles with eight to ten -foot wood cross arms. The three current -carrying wires are installed on insulators on top of the cross arm. The wood poles (fir) are treated with approved preservatives to extend their life. Their expected life is 30 years. However, because of the increased exposure to termites and insects, the last set of poles along Arastradero Creek lasted only 20 years. The poles were replaced in 1993-94. City -owned low -voltage communication cables are often mounted on the power poles and buried near the underground cables. These cables (about I inch in diameter) provide interconnection between water pumps, gas pressure sensors, water reservoirs, fire stations and radio facilities. Some maintenance of these facilities is necessary, usually when a problem with a communication circuit develops. Access roads to inspect, repair and operate all overhead facilities need to be maintained. The most likely cause of emergency repairs is winter weather. Heavy rain and winds blow trees and branches into power lines. When this occurs, heavy trucks must have access to the damaged facilities, often during the storm itself, to make timely repairs. Repairs cannot be performed without vehicle access. The areas near overhead facilities must be kept clear of trees, grasses, and brush (fuel sources). State of California codes require a ten -foot radius of cleared land around all poles with operable devices (switches, fuses, transformers, and corner poles). Trees must be trimmed or removed that overhang power lines or that may fall or be blown into power lines. Tree trimming can usually be done every two to three years. Ground clearing must be done annually. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F Water, gas and wastewater utilities Water, gas, and wastewater (WOW) lines enter the Pearson Arastradero Preserve from the south side of Arastradero Road, approximately 3/8 of a mile west of Page Mill Road. The water and sewer lines also continue in a westerly direction on Arastradero Road for about a mile. This branch of the sewer line terminates at this location. The water line continues along Arastradero Road, and then enters the Preserve again and extends to the LS -million -gallon steel Corte Madera Reservoir. The WGW lines entering the Pearson Arastradero Preserve nearest Page Mill Road continue in a southwesterly direction on the property to and past the Arastradero Lake and Corte Madera Pump Station. Except for the gas main, the lines then continue along the alignment of the Arastradero Creek Trail into Foothills Park,. After following the Juan Bautista de Anza Trail (Segment 2) for approximately 1200 feet, the gas main turns southeast and extends into the Palo Alto foothills neighborhood (Alexis Drive area), where it then ends. These lines were constructed between 1962 and 1969 in anticipation of major development in the Palo Alto foothills. Although they have been well maintained, repairs will be necessary as these systems continue to age. The depth of these systems will require the City to dig large shored trenches to facilitate repairs. Large equipment, backhoes and dump trucks are necessary for underground repairs on the water, gas and wastewater lines. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F APPENDIX: RESPONSIBILITIES OF STEWARD Working under the direction of the City, the Steward will develop and submit to the City a recommended annual habitat restoration plan for the Preserve, which will include: • Habitat restoration on the site of the former houses and barn. ❖ Development of a tree planting plan and implementation schedule, incorporating the use of local, native sources of trees, with an emphasis on the re-establishment of oaks on the Preserve. ❖ Habitat restoration of other sections of the Preserve. ❖ Maintenance of restored areas during the first few years of new vegetation growth. This includes watering of plants and removal of any remaining non-native invasive weeds. ❖ Monitoring of habitat restoration activities, to determine the effectiveness of the plan and to identify areas for further research or effort. Working under the direction of the City, the Steward will develop and submit to the City a recommended aggressive program of non-native, invasive weed removal and control. All plans for such weed removal and control will be consistent with established City policy and will be approved by the Superintendent, Open Space and Sciences prior to implementation. Vegetation to be removed and/or controlled includes, but is not limited to: • Canary Grass • Yellow Star Thistle • Bull Thistle • Bristly Ox -Tongue • Poison Hemlock • Fullers Teasel • Fennel • Italian Thistle • French Broom • Pampas Grass Methods of control will include: • Hand and mechanical clearing of the plants, including removal of root stock • Mowing prior to the full development of seeds or fruiting bodies • Re -seeding of cleared areas with native plants, primarily grasses • Planting of native trees and shrubs Under direction of the City, the Steward will maintain the existing dedicated trail system. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F Construction of new trails or significant upgrades to any existing trails in the Preserve will be done through the active collaboration of the City, the Steward and other volunteers. City Staff will work closely with the Steward to close informal trails in an effort to restore habitat. Under direction of the City, the Steward will be involved in riparian habitat management along Arastradero Creek. The City and the Steward will work collaboratively on the development of a long-range wildlife management plan, when appropriate. Poison oak management will remain the responsibility of the City, with support as appropriate from the Steward. The Steward will assist the City in the provision of limited interpretive services. With the approval of the City, research on ecological processes and human impact will be designed and conducted by the Steward. Staff anticipates that the Steward will be actively involved with the development of the gateway facility, including fund raising, landscaping, painting and other special projects. Master Plan Drafted July 2002 DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F Annual Scope of Work July 2017 —June 2018 Prepared for the City of Palo Alto, Open Space Division by Mission Statement: Enid W. Pearson Arastradero Preserve, City of Palo Alto The Pearson-Arastradero Preserve is a low intensity and minimal cost park, with emphasis on the natural and open space amenities of the land and sensitivity to the DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61F fragile foothills ecology. Uses planned for the park should not duplicate those provided in urban neighborhoods or regional parks. Mission Statement: Arastradero Stewardship Program The mission of the Arastradero Stewardship Program is to restore natural lands to ecological health by involving the community in land stewardship. Through engaging volunteers in hands-on habitat restoration activities, and sharing information about best restoration activities, we involve, educate, and inspire people to take care of the land for future generations. Scope of Services 1. Coordinate stewardship activities on the Preserve 2. Under the direction of the City, perform habitat restoration and removal and/or control of non-native, invasive weeds 3. Under the direction of the City, provide and staff educational programs to educate the public about the preserve habitat restoration activities including weed management and habitat enhancement 4. Under the direction of the City, mobilize volunteers for preserve projects and programs 5. Steward will provide the City with a proposed annual work plan to be approved prior to each fiscal year 6. Steward may perform other services related to the preservation, protection, and enhancement of the Preserve, as approved by the City Acterra will endeavor to secure additional funding for habitat restoration activities at the preserve from other funders. As these funds become available, Acterra will review the additional scope with the Rangers. Following is a detailed list of activities and corresponding outcomes for the 2017-2018 fiscal year. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F 1. Active Restoration Sites: a. Gateway Facility Activity Measurable Outcome 1. Expand demonstration garden behind the Gateway Facility. 150 grasses, forbs, and shrubs installed in the Gateway Facility area. 2. Maintain plantings. At least 75% plants are alive through proper maintenance and protection from animals. 3. Remove invasive plants around facility. Areas in front of the facility will be 90% free of non-native invasive weeds. 4. Continue to reduce the invasive plants along the trail to Gate A. Areas along trail will be primarily weed free of invasive species including Italian Thistle, YST, Stinkwort and Medusahead. 5. Remove all plant debris from area. Weeds and debris will be removed immediately to an appropriate area. 6. Provide information and support where possible to visitors. Acterra staff will answer questions about restoration activities and provide a staffing presence when available. 7. Install native plant signage in demonstration garden. Primary native plants will be clearly identifiable to visitors. b. Mayfly and Arastradero Creeks Activity Measurable Outcome 1. Infill plants into lower portions of Arastradero Creek and lower Mayfly Creek. 1000 new trees, shrubs and grasses installed in the lower portions of Mayfly Creek and along Arastradero Creek. 2. Maintain restoration areas along lower portions of Mayfly Creek. Plantings from previous years are maintained and area is primarily weed free. Sheet mulch is expanded if appropriate. 3. Continue to monitor and enhance erosion control along creek. Sediment harvesting and vegetation establishment visually monitored and documented. 4. Create habitat through plant selection, At least 5 habitat structures maintained or DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F hedgerows, and brush piles. created. Existing habitat corridors adjacent to the creek maintained. 5. Continue to remove invasive weeds through pulling, sheet mulching, scything and/or tarping. Mayfly area will be cleared of Yellow Starthistle (YST) and targeted Italian Thistle populations will be reduced by 50%. 6. Continue to water newly installed plants until they are established. 75% of plants installed in Fall are alive as of June. c. Back 70 Activity Measurable Outcome 1. Maintain planted trees and shrubs. 75% planted plants survival rate. 2. Maintain habitat structures. Enhance current structures that provide habitat for small animals and perches for birds. 2. Biodiversity Hotspots: Activity Measurable Outcome 1. Monitor biodiversity hotspots. At least 5 biodiversity hotspots of high importance will be chosen, monitored, and documented. 2. Encourage native population expansion by weeding, mowing, mulching, and/or watering. Present native population seed out and expand naturally. 3. Locate and map biodiversity hotspots throughout the preserve. Update biodiversity hotspot map for Arastradero Preserve as needed. 3. Invasive Plant Removal: Activity Measurable Outcome 1. Monitor select noxious weeds populations in the preserve and use volunteer support in their removal. Weed removal is prioritized by proximity to biodiversity hotspots or invasiveness of the weed species. 2. Combat ongoing invasions of Medusahead and Stinkwort. Heightened monitoring and immediate eradication of Medusahead and Stinkwort preserve wide. DocuSign Envelope ID: C8OBE09E-A796-447E-9098-8F5E14A8C61F 3. Limit YST populations from replenishing seed bank at targeted sites. YST populations from Gate A to Arastradero Lake are kept under 10% plant cover. 4. Recycle organic debris on site. Noxious weeds will be composted on site. 5. Coordinate mowing with City of Palo Alto staff. Close communication with city staff to maximize the effects of mowing. 4. Education and Outreach Activity Measurable Outcome 1. Conduct restoration workdays with volunteers from local schools, community groups and neighbors. At least 40 workdays will be conducted throughout the year. 2. Continue the Preserve Steward Program through special workdays and events only offered to local high school aged students. Up to 10 high school students specific workdays. 3. Continue the adopt -a -plot program At least 5 adopt -a -plot sites will be created and/or maintained. 4. Conduct interpretive hikes for the public on various nature topics At least 4 hikes will be offered throughout the year by Acterra staff. 5. Connect with other local restoration experts on topics such as weed management. Attendance at Santa Clara and San Mateo County Weed Management Agency meetings and/or other appropriate conferences as time permits. 6. Conduct research with the help of interested students to evaluate the effectiveness of restoration techniques. Up to 4 students' research projects will be organized and supported by Acterra staff. 5. Project Management Activity Measurable Outcome 1. Create annual report to summarize previous year's activities and accomplishments. Submit an annual report to the City by August. 2. Create a workplan for the preserve Submit an annual report to the City by DocuSign Envelope ID: C80BE09E-A796-447E-9D98-8F5E14A8C61F activities scheduled for the upcoming year. August. 3. Provide regular status updates to the City staff to keep them up to date on our activity and aware of any issues. Monthly status meetings with City and Acterra staff. 4. Provide technical expertise for other City of Palo Alto departments. As requested, technical advice provided to other departments and programs. 5. Continue to update the preserve plant, animal and bird lists. Lists will be updated as new species are observed. List will be submitted to the City with our annual report. 6. Fire Management Activity Measurable Outcome 1. Maintain restoration plots at Arson Site. Improved native cover in restoration plots through weeding of invasive plant species. DocuSign Envelope ID: C80BE09E-A796-447E-9D98-8F5E14A8C61F INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: JUN ■ 2 2018 GRASSROOTS ECOLOGY 3921 EAST BAYSHORE RD 202 PALO ALTO, CA 94303-4326 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 81-3707643 DLN: 17053360307037 Contact Person: DEL TRIMBLE ID# 31309 Contact Telephone Number: (877) 829-5500 Accounting Period Ending: June 30 Public Charity Status: 170(b) (1) (A) (vi) Form 990/990-EZ/990-N Required: Yes Effective Date of Exemption: July 1, 2016 Contribution Deductibility: Yes Addendum Applies: No We're pleased to tell you we determined you're exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). Donors can deduct contributions they make to you under IRC Section 170. You're also qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055, 2106, or 2522. This letter could help resolve questions on your exempt status. Please keep it for your records. Organizations exempt under IRC Section 501(c)(3) are further classified as either public charities or private foundations. We determined you're a public charity under the IRC Section listed at the top of this letter. If we indicated at the top of this letter that you're required to file Form 990/990-EZ/990-N, our records show you're required to file an annual information return (Form 990 or Form 990-EZ) or electronic notice (Form 990-N, the e -Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities. Enter "4221 -PC" in the search bar to view Publication 4221 -PC, Compliance Guide for 501(c) (3) Public Charities, which describes your recordkeeping, reporting, and disclosure requirements. Letter 947 DocuSign Envelope ID: C80BE09E-A796-447E-9D98-8F5E14A8C61F -2- GRASSROOTS ECOLOGY Sincerely, Jp7-4:1060, 4-. igAv Att. Director, Exempt Organizations Rulings and Agreements Letter 947 DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61F / AC o® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 07/03/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the po icy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER SteelBridge Insurance Services, Inc. PO Box 629 Santa Cruz CA 95061 CONTACT SteelBridge Customer Service NAME: (A/ONNo, Ext): (831)425-6640 F XC No): (888)338-7277 E-MAIL csr@steelbridgeins.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Great American Ins Co INSURED Grassroots Ecology 3921 East Bayshore Road Suite 202 Palo Alto CA 94303-4326 INSURER B : New York Marine and General Insurance Company INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 2018-2019 Certificates REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD VI/VD POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MMIDDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y PAC261989300 07/01/2018 07/01/2019 EACH OCCURRENCE $ 1'000'000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 50,000 1 CLAIMS -MADE >4 OCCUR MED EXP (Any one person) $ 10,000 PERSONAL &ADVINJURY $ 1,000,000 GEN'LAGGREGATE P POLICY OTHER: LIMIT APPLIES PRO - JECT PER: LOC GENERAL AGGREGATE $ 3,000,000 PRODUCTS-COMP/OPAGG $ 3,000,000 $ A AUTOMOBILE X X _ LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED CAP261989400 07/01/2018 07/01/2019 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Uninsured motorist BI- $ 1,000,000 A X UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE UMB2619895 07/01/2018 07/01/2019 `""'�"" CCU EACH OCCURRENCE 2,000,000 $ AGGREGATE $ DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N NIA WC201800017455 07/01/2018 07/01/2019 PER STATUTE OTH- ER E.L. EACH ACCIDENT 1 000 000 $ ,, E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1000,000 $ , A Improper Sexual Conduct PAC2619893 00 07/01/2018 07/01/2019 OCC $ 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Various Events, City of Palo Also named as Additional Insured with respect to liability arising out of the operations of the named insured. 30 day notice of cancellation applies if required by contract. CERTIFICATE HOLDER CANCELLATION City of Palo Alto Open Space Parks & Golf 3210 East Bayshore Road Palo Alto I CA 94303 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE &/-\____—.'" ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61F ADDITIONAL COVERAGES Ref # Description Medical Expense Coverage Code MEDEX Form No. Edition Date Limit 1 10,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium OFADTLCV Copyright 2001, AMS Services, Inc. DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61F IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 CA 86 20 (Ed. 05/16) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SIGNATURE BUSINESS AUTO BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following form: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the policy, the provisions of this endorsement apply. This is a summary of the various additional coverages and coverage modifications provided by this endorsement. For complete details on specific coverages, consult the actual policy wording. Coverage Limit of Insurance Page Who is an Insured - Employees, Partners, Members, Volunteers and Board Members Included 2 Automatic Additional Insureds - By Contract and Primary and Non -Contributory Provision Included 2 Leased Auto Coverage Included 3 Owned Subsidiaries and Newly Acquired or Formed Organizations Included 4 Supplementary Payments - Bail Bonds $5,000 4 Supplementary Payments - Loss of Earnings $1,000 per day 4 Fellow Employee Included 5 Physical Damage Coverage Extensions - Towing $200 - any auto 5 Physical Damage Coverage Extensions - Glass Breakage No Deductible 5 Physical Damage Coverage Extensions - Transportation Expenses $100 per day, $3,000 max 5 Hired Auto Physical Damage Coverage $100 per day, $3,000 max 5 Total Theft of a Covered Auto $500 - personal items, $1,000 - reasonable expenses to return stolen auto 6 Auto Loan / Lease Gap Protection Included 6 Customization Coverage $2,000 7 CA 86 20 (Ed. 05/16) (Page 1 of 9) DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61F IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 Coverage Limit of Insurance Page Newly Acquired Owned Autos and Donated Autos Physical Damage Coverage $100,000 7 Rental Reimbursement Coverage $100 per day up to 30 days 8 $500 for reasonable expenses to remove and replace your materials and equipment 8 Accidental Discharge - Airbag Coverage Included 8 Original Equipment Manufacturer OEM Part Replacement Included 8 Multiple Deductibles Included 8 Notice and Knowledge of Occurrence - Duties in the Event of Accident, Claim, Suit or Loss Included 8 Blanket Waiver of Subrogation By Written Contract Included 9 Unintentional Failure to Disclose Hazards Included 9 Mental Anguish Included 9 A. WHO IS AN INSURED - EMPLOYEES, PARTNERS, MEMBERS, VOLUNTEERS AND BOARD MEMBERS SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. 1. Who is An Insured is amended by adding the following: d. Any "employee", partner or member of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. e. Anyone volunteering services to you while using a covered "auto" you don't own, hire or borrow in activities necessary to your business. Anyone else who furnishes that "auto" is also an "insured". f. Board members (or their spouses) while renting a vehicle while on business for the named insured. B. AUTOMATIC ADDITIONAL INSUREDS - BY CONTRACT AND PRIMARY AND NON-CONTRIBUTORY PROVISION SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. 1. Who is An Insured is amended to include as an Insured any person or organization whom you are required to add as an Additional Insured on this policy under: a. a written contract or written agreement: (1) in effect on the date of the "accident"; and CA 86 20 (Ed. 05/16) (Page 2 of 9) DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61F IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 (2) signed by all parties prior to the "accident." This person or organization is an Additional Insured only to the extent you are liable for an "accident" caused, in whole or in part, by the use of a covered "auto" being driven by you or any "insured." However; a. the insurance afforded to such Additional Insured only applies to the extent permitted by law; and b. if coverage provided to the Additional Insured is required by a written contract or written agreement, the insurance afforded to such Additional Insured will not be broader than that which you are required by the written contract or written agreement to provide for such Additional Insured. With respect to insurance provided to an Additional Insured the following provisions apply: a. This insurance is primary to and will not seek contribution from any other insurance available to an Additional Insured under your policy provided that: (1) The Additional Insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. b. When a written contract or written agreement does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a Named Insured. c. Regardless of the written contract or written agreement between you and an Additional Insured, this insurance is excess over any other insurance whether primary, excess, contingent or any other basis for which the Additional Insured has been added as an additional insured on other policies. d. If coverage provided to the additional insured is required by a written contract or written agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the written contract or written agreement; or (2) Available under the applicable Limits of Insurance show in the Declarations; whichever is less. C. LEASED AUTO COVERAGE With respect to insurance provided to an Additional Insured who is a lessor of a "leased auto" the following provisions apply: SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. Coverage is amended by adding the following: Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not covered "auto" you hire or borrow. For a covered "auto" that is a "leased auto" Who Is An Insured is changed to include as an "Insured" the lessor. The coverages provided under this endorsement apply to any "leased auto" described in the CA 86 20 (Ed. 05/16) (Page 3 of 9) DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61F IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto," whichever occurs first. SECTION IV - BUSINESS AUTO CONDITIONS, A.4. Loss Payment Physical Damage Coverages is amended by adding the following: a. We will pay, as interest may appear, you and the lessor for "loss" to a "leased auto." b. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. c. If we make any payment to the lessor, we will obtain his or her rights against any other party. SECTION V - DEFINITIONS is amended by adding the following definition: "Leased auto" means any "auto" leased or rented to you including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. D. OWNED SUBSIDIARIES AND NEWLY ACQUIRED OR FORMED ORGANIZATIONS SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. 1. Who is An Insured is amended by adding the following: The following are "insureds": a. Any subsidiary which is a legally incorporated entity of which you maintain ownership or majority interest on the effective date of this Coverage Form except: (1) Any subsidiary that is an insured under any other automobile liability policy. (2) Any subsidiary which would be an insured under any other automobile liability policy but for the termination of such policy or exhaustion of such policy's Limits of Insurance. b. Any organization you newly acquire or form, and in which you maintain ownership or majority interest, but only for the period beginning when you first maintained majority interest until the end of the policy period of this Coverage Form, or the next anniversary of the inception date of this Coverage From, whichever is earlier. However, the newly acquired or formed organization is not an "Insured": (1) For "bodily injury" or "property damage" resulting from an "accident" that occurred before you acquired or formed the organization. (2) If it is an insured under any other automobile liability policy or would be an insured under any other automobile liability policy but for the termination of such policy or exhaustion of such policy's Limits of Insurance. E. SUPPLEMENTARY PAYMENTS SECTION II - COVERED AUTOS LIABILITY COVERAGE, A.2.a.(2) is deleted and replaced with the following: (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. SECTION II - COVERED AUTOS LIABILITY COVERAGE, A.2.a.(4) is deleted and replaced with the following: CA 86 20 (Ed. 05/16) (Page 4 of 9) DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61F IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 (4) All reasonable expenses incurred by the "Insured" at our request, including actual loss of earnings up to $1,000 a day because of time off from work. F. FELLOW EMPLOYEE SECTION II - LIABILITY COVERAGE is amended to add the following after Paragraph B.5.b: This exclusion does not apply to "bodily injury" resulting from the use of a covered "auto" you own or hire. Coverage afforded by this section is excess over any other collectible insurance. G. PHYSICAL DAMAGE COVERAGE EXTENSIONS - TOWING SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 2. Towing is deleted in its entirety and replaced with the following: 2. Towing We will pay up to $200 for towing and labor costs incurred each time a covered "auto" is disabled. However, the labor must be performed at the place of disablement. No deductible applies to this enhancement. H. PHYSICAL DAMAGE COVERAGE EXTENSIONS - GLASS BREAKAGE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 3. Glass Breakage - Hitting a Bird or Animal - Falling Objects or Missiles is amended by adding the following: No deductible for covered "autos" applies to "loss" resulting from glass breakage. I. PHYSICAL DAMAGE COVERAGE EXTENSIONS - TRANSPORTATION EXPENSES SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. is deleted in its entirety and replaced with the following: a. Transportation Expenses We will pay up to $100 per day to a maximum of $3,000 for temporary transportation expense incurred by you because of "loss" to a covered "auto". We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred until the covered "auto" is returned to use or we pay for its "loss," regardless of the policy's expiration. We will pay under this coverage extension only that amount of Transportation Expenses which is not already provided under O. Rental Reimbursement Coverage of this endorsement. J. HIRED AUTO PHYSICAL DAMAGE COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: HIRED AUTO PHYSICAL DAMAGE COVERAGE If Comprehensive Coverage, Specified Causes of Loss or Collision Coverage is shown in the Declarations for any covered "auto", then the same type of Physical Damage Coverage is provided for any Hired Auto, subject to the following: a. The most we will pay for any one "accident" or "loss" the lesser of: (1) the actual cash value of the covered "auto" at the time of the "loss"; or CA 86 20 (Ed. 05/16) (Page 5 of 9) DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61F IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 (2) the actual cost to repair or replace such covered "auto" at the time of the "loss." b. The Limit of Insurance as determined under Paragraph J.a., above, will be reduced by any applicable Comprehensive or Collision deductible for each covered "auto." This deductible will be equal to the largest deductible applicable under any coverage for such covered "auto." No deductible applies to "loss" caused by fire or lightning. c. The coverage provided by this coverage extension will be excess over any other collectible insurance. d. Subject to Paragraphs J.a, J.b and J.c, above, we will provide the broadest coverage applicable to any covered "auto" shown in the Declarations. e. For coverage provided under this coverage extension, the last sentence of Paragraph A.4.b under SECTION III - PHYSICAL DAMAGE COVERAGE, is deleted and replaced with the following: However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3,000 per "accident" if loss of use results from an "accident" for which you are legally liable and the lessor incurs a financial loss. K. TOTAL THEFT OF A COVERED AUTO SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: Total Theft of a Covered Auto In the event of the total theft of a covered "auto": a. Coverage includes personal items in the covered "auto" at the time of loss up to a maximum of $500. No deductible applies to this coverage. b. We will pay reasonable expenses for returning the stolen covered "auto" to you once it is recovered, up to a maximum of $1,000. No deductible applies to this coverage. L. AUTO LOAN / LEASE GAP PROTECTION SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: In the event of a total "loss" of a covered "auto" shown in the Declarations for which Physical Damage Coverage is provided, we will provide coverage for any unpaid amount due on the lease or loan for such covered "auto," less the following: a. The amount paid under the Physical Damage Coverage Section of the Policy for that covered "auto", and b. Any: (1) overdue lease or loan payments at the time of the "loss"; (2) financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; security deposits not returned by the lessor; (3) CA 86 20 (Ed. 05/16) (Page 6 of 9) DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61F IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 (4) costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) carry-over balances from previous loans or leases. M. CUSTOMIZATION COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: a. We will pay with respect to a covered "auto" for "loss" to automobile customization which includes special carpeting and insulation, height - extended roofs and custom murals, paintings, vinyl wraps or other details or graphics. b. our limit of liability for "loss" to automobile customizations in any one "loss" shall be the least of: (1) the actual cash value of the stolen or damaged property; (2) the amount necessary to repair or replace the property; or (3) $2,000. This coverage does not apply to electronic equipment. N. NEWLY ACQUIRED OWNED AUTOS AND DONATED AUTOS PHYSICAL DAMAGE COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: If Comprehensive, Specified Causes of Loss, or Collision Coverage is provided by this Policy, the coverage is extended to apply to Physical Damage "loss" to your newly acquired owned "autos" and donated autos. We will provide the broadest coverage available to any covered "auto" shown in the Declarations. The most we will pay for "loss" to a newly acquired "auto" or donated auto is the least of: a. the actual cash value of the damaged or stolen property as of the time the "loss," or your actual cost of purchase of the newly acquired "auto", whichever is more; b. the actual cost of: (1) replacing the damaged or stolen property with other property of like kind and quality; or (2) repairing the damaged property. without deduction for depreciation; or c. $100,000. However, the most we will pay for all covered physical damage "loss" for newly acquired autos and donated autos occurring during the policy period shown on the Declarations is $100,000. For each newly acquired "auto" our obligation to pay "loss" will be reduced by a deductible equal to the highest deductible applicable to any "auto" for that coverage. No deductible will be applied to "loss" caused by fire or lightning. CA 86 20 (Ed. 05/16) (Page 7 of 9) DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61F IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 Coverage under this Extension, for newly acquired owned "autos" is afforded until you notify us to add the newly acquired owned vehicle to your auto schedule or until the end of the policy period, whichever is earlier. O. RENTAL REIMBURSEMENT COVERAGE EXTENSION SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: For those covered "autos" for which you carry Comprehensive or Specified Cause of Loss Coverage: We will pay up to $100 per day, for up to 30 days, for Rental Reimbursement Expenses incurred by you for the rental of an "auto" because of a "loss" to a covered "auto". We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your materials and equipment from the covered "auto". We will pay under this coverage extension only that amount of your Rental Reimbursement Expenses which is not already provided under I. Transportation Expenses of this endorsement. P. ACCIDENTAL DISCHARGE - AIRBAG COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B.3.a is deleted and replaced with the following: a. Wear and tear, freezing, mechanical or electrical breakdown, but this exclusion does not apply to "loss" due and confined to the accidental discharge of an airbag. No deductible applies to this coverage. Q. ORIGINAL EQUIPMENT MANUFACTURER (OEM) PART REPLACEMENT SECTION III - PHYSICAL DAMAGE, C. Limit of Insurance, Paragraph 1. is amended to include: We will pay the cost to replace the damaged parts (excluding glass and mechanical parts) with new Original Equipment Manufacturer (OEM) replacement parts if the damage parts cannot be repaired. R. MULTIPLE DEDUCTIBLES SECTION III - PHYSICAL DAMAGE, D. Deductible, is amended to add the following: When two or more covered "autos" sustain "loss" in a single incident, a single Physical Damage deductible will apply to the total "loss" for all covered "autos." That deductible will be the largest of all deductibles applying to any of the covered "autos" involved in the single incident. S. NOTICE AND KNOWLEDGE OF OCCURRENCE - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is deleted and replaced with the following: a. In the event of "accident," claim, "suit" or "loss," you must give us or our authorized representative notice as soon as practicable of the "accident" or "loss" after the "accident" or "loss" is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). Notice shall include: (1) How, when and where the "accident" or "loss" occurred; CA 86 20 (Ed. 05/16) (Page 8 of 9) DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61F IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.b(2) is deleted and replaced with the following: (2) As soon as practicable send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit" after the claim or "suit" is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). T. BLANKET WAIVER OF SUBROGATION BY WRITTEN CONTRACT SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.5 is amended to add the following: However, we waive any right of recovery we may have against any person or organization to the extent required of you by a written contract or written agreement signed by all parties prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such written contract or written agreement. The waiver applies only to the person or organization designated in such written contract or written agreement. U. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV - BUSINESS AUTO CONDITIONS, B.2. is amended to add the following: Failure of the "Insured" to disclose all exposures or hazards existing as of the effective date of this Coverage Form will not invalidate or adversely affect coverage for such exposure or hazard, provided such failure is not intentional on the part of the "Insured". However, you must report the undisclosed exposure or hazard to us as soon as practicable after you discover the exposure or hazard. V. MENTAL ANGUISH The definition of "Bodily Injury" in SECTION V - DEFINITIONS is replaced by the following: "Bodily Injury" means physical injury, sickness or disease sustained by a person including death resulting from any of these. "Bodily Injury" also means mental injury, mental anguish, humiliation or shock if directly resulting from physical injury, sickness or disease to that person. CA 86 20 (Ed. 05/16) (Page 9 of 9) r * ci*n i1ai1Q*poroRiasta'z_nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61Lu a T 6 9 GREAT AMERICAN INSURANCE CO CG 89 70 (Ed. 11/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SIGNATURE GENERAL LIABILITY BROADENING ENDORSEMENT This Endorsement modifies and is subject to the insurance provided under the following form: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following extension only applies in the event that no other specific coverage for the indicated loss exposure is provided under this Policy. If other specific coverage applies, the terms, conditions and limits of that Coverage are the exclusive coverage applicable under this Policy, unless otherwise noted in this Endorsement. This is a summary of the various additional coverages and coverage modifications provided by this Endorsement. For complete details on specific coverages, consult the actual policy wording. Coverage Description Limit of Insurance Page Non -Owned Aircraft Included 2 Non -Owned Watercraft Included 2 Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock Included 3 Medical Payments $ 20,000 3 Damage to Premises Rented to You $ 1,000,000 3 Supplementary Payments - Bail Bonds $ 3,000 4 Supplementary Payments - Loss of Earnings $ 1,000 per day 4 Newly Formed or Acquired Organizations Included 4 Unintentional Failure to Disclose Hazards Included 5 Knowledge of Occurrence, Claim or Suit Included 5 Property Damage Liability - Elevators Included 5 Property Damage Liability - Borrowed Equipment Included 5 Liberalization Clause Included 6 Amendment of Pollution Exclusion (Premises) Included 6 Limited Property Damage to Property of Others $ 5,000 6 Additional Insured - Manager or Lessor of Premises Included 7 CG 89 70 (Ed. 11/14) (Page 1 of 12) r * n7/1ai1R•por9R1aRag-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61Lu 0 1 6 9 GREAT AMERICAN INSURANCE CO Coverage Description Limit of Insurance Page Additional Insured - Funding Sources Included 7 Additional Insured - By Contract Included 8 Primary and Non -Contributory Additional Insured Extension Included 10 Additional Insureds - Protection of Your Limits Included 10 Blanket Waiver of Transfer of Rights of Recovery Against Others to Us (Subrogation) Included 11 Property Damage Extension With Voluntary Payments $ 1 ,000/$ 5,000 11 Who Is An Insured - Fellow Employee Extension - Management Employees Included 12 Broadened Personal and Advertising Injury Included 12 A. Non -Owned Aircraft Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, exclusion g. Aircraft, Auto or Watercraft does not apply to an aircraft provided: 1. it is not owned by any insured; 2. it is hired, chartered or loaned with a trained paid crew; 3. the pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating him or her a commercial or airline pilot; and 4. it is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the Insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this Policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. Non -Owned Watercraft Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraph (2) of exclusion g. Aircraft, Auto or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) less than 60 feet long; and CG 89 70 (Ed. 11/14) (Page 2 of 12) r * n7/1ai1R•por9R1aRag-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61Lu 0 1 6 9 GREAT AMERICAN INSURANCE CO (b) not being used to carry persons or property for a charge. C. Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock Under SECTION V - DEFINITIONS, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness, or disease, including death of a person. "Bodily Injury" also means mental injury, mental anguish, humiliation, or shock if directly resulting from physical injury, sickness, or disease to that person. D. Medical Payments If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this Policy are amended as follows: The Medical Expense Limit in paragraph 7. of SECTION III - LIMITS OF INSURANCE is replaced by the following Medical expense Limit: The Medical Expense Limit provided by this Policy shall be the greater of: a. $ 20,000; or b. the amount shown in the Declarations for Medical Expense Limit This provision 7. is subject to all the terms of SECTION III - LIMITS OF INSURANCE. E. Damage to Premises Rented to You If Damage to Premises Rented to You is not otherwise excluded from this Coverage Part: 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: 3. The last paragraph of paragraph 2. Exclusions is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, leakage from an automatic fire protection system or water to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in SECTION III - LIMITS OF INSURANCE. However, this insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with the permission of the owner, caused by: i. rupture, bursting, or operation of pressure relief devices; ii. rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; iii. explosion of steam boilers, steam pipes, steam engines, or steam turbines; or iv. flood 2. Paragraph 6. Under SECTION III - LIMITS OF INSURANCE is deleted in its entirety and replaced with the following: CG 89 70 (Ed. 11/14) (Page 3 of 12) r * n7/1ai1R•por9R1aRag-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61Lu 0 1 6 9 GREAT AMERICAN INSURANCE CO 6. Subject to paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage caused by fire, lightning, explosion, smoke, leakage from automatic fire protection system or water while rented to you or temporarily occupied by you with the permission of the owner, for all such damage caused by fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water or any combination of the six, is the higher of $ 1,000,000 or the amount shown in the Declarations for the Damage to Premises Rented to You Limit. 3. Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, subsection 4. Other Insurance, paragraph b. Excess Insurance where the words "Fire insurance" appear they are changed to "insurance for fire, lightning, explosion, smoke, leakage from an automatic fire protection system or water." 4. As regards coverage provided by this provision I. Damage to Premises Rented to You - paragraph 9.a. of Definitions is replaced with the following: 9. a. a contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water to premises while rented to you or temporarily occupied by you with the permission of the owner is not an "insured contract"; F. Supplementary Payments 1. In the Supplementary Payments - Coverages A and B provision, paragraph 1.b. is replaced with: b. Up to $ 3,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the Insured at our request to assist us in the investigation or defense of the claim or "suit," including actual loss of earnings up to $ 1,000 a day because of time off work. G. Newly Formed or Acquired Organizations Paragraph 3. of SECTION II - WHO IS AN INSURED is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a named insured if there is no other similar insurance available to that organization. However: a. coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. coverage A does not apply to "bodily injury" or property damage that occurred before you acquired or formed the organization; and c. coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. CG 89 70 (Ed. 11/14) (Page 4 of 12) r * n7/1ai1R•por9R1aRag-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61Lu 0 1 6 9 GREAT AMERICAN INSURANCE CO d. records and descriptions of operations must be maintained by the first named insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a named insured in the Declarations or qualifies as an insured under this provision. H. Unintentional Failure to Disclose Hazards Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 6. Representations: Failure of the Insured to disclose all hazards existing as of the inception date of this Policy shall not prejudice the insurance with respect to the coverage afforded by this Policy, provided such failure or omission is not intentional on the part of the Insured. I. Knowledge of Occurrence, Claim or Suit Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Knowledge of any occurrence, claim, or suit by any agent, servant or employee of the Named Insured does not in itself constitute knowledge by the Insured unless notice of such injury, claim or suit shall have been received by: a. you, if you are an individual; b. a partner, if you are a partnership c. an executive officer or insurance manager, if you are a corporation. J. Property Damage Liability - Elevators 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraphs (3), (4) and (6) of exclusion j. Damage to Property do not apply if such property damage results from the use of elevators. 2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Condition 4. Other Insurance, paragraph b. Excess Insurance: The insurance afforded by this provision of this Endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. K. Property Damage Liability - Borrowed Equipment 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraph (4) of exclusion j. Damage to Property does not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. 2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY Conditions, Condition 4. Other Insurance, paragraph b. Excess Insurance: The insurance afforded by this provision of this Endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. CG 89 70 (Ed. 11/14) (Page 5 of 12) r * n7/1ai1R•por9R1aRag-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61Lu 0 1 6 9 GREAT AMERICAN INSURANCE CO L. Liberalization Clause If we revise this Signature General Liability Broadening Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the date the revision is effective in your state. M. Amendment of Pollution Exclusion (Premises) 1. The following is added to paragraph (1)(a) of Exclusion f. of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: (iv) "Bodily injury" or "property damage" arising out of the actual discharge, dispersal, seepage, migration, release or escape of "pollutants." As used in this Endorsement, the actual discharge, dispersal, seepage, migration, release or escape of pollutants must: (aa) commence on a clearly identifiable day during the policy period; and (bb) end, in its entirety, within seventy-two (72) hours of the commencement of the discharge, dispersal, seepage, migration, release or escape of "pollutants"; and (cc) be discovered and reported to us within fifteen (15) days of the clearly identifiable day that the discharge, dispersal, seepage, migration, release or escape of "pollutants" commences; and (dd) be neither expected nor intended from the standpoint of any insured; and (ee) be unrelated to any previous discharge, dispersal, seepage, migration, release or escape; and (ff) not originate at or from a storage tank or other container, duct or piping which: a. is below the surface of the ground or water; or b. at any time has been buried under the surface of the ground or water and then is subsequently exposed. 2. For the purposes of this coverage, the following is added to the definition of "property damage" of SECTION V - DEFINITIONS and applies only as respects this coverage: Land or water, whether below ground level or not, is not tangible property. 3. Coverage provided hereunder does not apply to any discharge, dispersal, seepage, migration, release or escape that is merely threatened or alleged rather than shown to have actually occurred. N. Limited Property Damage to Property of Others The following is added under SECTION I - SUPPLEMENTARY PAYMENTS - COVERAGES A and B: 3. We will pay up to $ 5,000 for loss to personal property of others while in the temporary care, custody or control of an insured caused by any person participating in your organized activities. For the purpose of this supplementary payment, loss shall mean damage or destruction but does not include mysterious disappearance or loss of use. In the event of a theft, a police report must be filed. This supplementary payment does not apply if: a. coverage is otherwise provided by the Property Coverage part (if any) of this Policy; or CG 89 70 (Ed. 11/14) (Page 6 of 12) r * n7/1ai1R•por9R1aRag-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61Lu 0 1 6 9 GREAT AMERICAN INSURANCE CO b. the loss is covered by any other insurance you have or by any insurance of such person who causes such loss. These payments will not reduce the Limits of Insurance. O. Additional Insured - Manager or Lessor of Premises 1. SECTION II - WHO IS AN INSURED is amended to include as an additional insured any person or organization from whom you lease or rent property and which requires you to add such person or organization as an additional insured on this Policy under: (a) a written contract; or (b) an oral agreement or contract where a Certificate of Insurance showing that person or organization as an additional insured has been issued; but the written or oral contract or agreement must be an "insured contract," and, (i) currently in effect or become effective during the term of this Policy; and (ii) executed prior to the "bodily injury," "property damage," "personal and advertising injury." 2. With respect to the insurance afforded to the Additional Insured identified in paragraph 1. above, the following additional provisions apply: (a) This insurance applies only with respect to the liability arising out of the ownership, maintenance or use of that part of the premises leased to you. (b) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this Policy and subject to all the terms, conditions and exclusions for this Policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. (c) In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. (d) Coverage provided herein is excess over any other valid and collectible insurance available to the Additional Insured whether the other insurance is primary, excess, contingent or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. (e) This insurance applies only to the extent permitted by law. 3. This insurance does not apply to: (a) Any "occurrence" or offense which takes place after you cease to be a tenant in that premises. (b) Structural alterations, new construction or demolition operations performed by or on behalf of the Additional Insured. P. Additional Insured - Funding Sources 1. SECTION II - WHO IS AN INSURED is amended to include as an additional insured any Funding Source which requires you in a written contract to name the Funding Source as an additional insured but only with respect to liability arising out of: CG 89 70 (Ed. 11/14) (Page 7 of 12) r * n7/1ai1R•por9R1aRag-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61Lu 0 1 6 9 GREAT AMERICAN INSURANCE CO a. your premises; or b. "your work" for such additional insured; or c. acts or omissions of such additional insured in connection with the general supervision of "your work" and only to the extent set forth as follows: a. The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this Policy and subject to all the terms, conditions and exclusions for this Policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. b. The insurance afforded to the Additional Insured only applies to the extent permitted by law c. If coverage provided to the Additional Insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. d. In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. Q. Additional Insureds - By Contract 1. SECTION II - WHO IS AN INSURED is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: a. your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your ongoing operations for the Additional Insured that are subject of the written contract or written agreement provided that the "bodily injury" or "property damage occurs, or the "personal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or b. the maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or c. the Additional Insureds financial control of you; or d. operations performed by you or on your behalf for which the state or political subdivision has issued a permit However: 1. the insurance afforded to such additional insured only applies to the extent permitted by law; and 2. if coverage provided to the Additional Insured is required by contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide such additional insured. With respect to paragraph 1.a. above, a person's or organization's status as an additional insured under this Endorsement ends when: CG 89 70 (Ed. 11/14) (Page 8 of 12) r * n7/1ai1R•por9R1aRag-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61Lu 0 1 6 9 GREAT AMERICAN INSURANCE CO (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed for or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to paragraph 1.b. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this Endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage." We have no duty to defend an additional insured under this Endorsement until we receive written notice of a "suit" by the Additional Insured as required in paragraph b. of Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITION. 2. With respect to the insurance provided by this Endorsement, the following are added to paragraph 2. Exclusions under SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" that occurs prior to your commencing operations at the location where such "bodily injury" or "property damage" occurs. b. "Bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (1) the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that Insured, if the "occurrence" which caused the "bodily injury" or "property damage," or the offense which caused the "personal and advertising injury," involved the rendering of, or failure to render, any professional architectural, engineering or surveying services. c. "Bodily injury" or "property damage" occurring after: (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed for or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 89 70 (Ed. 11/14) (Page 9 of 12) r * n7/1ai1R•por9R1aRag-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61Lu 0 1 6 9 GREAT AMERICAN INSURANCE CO d. Any person or organization specifically designated as an additional insured for ongoing operations by a separate additional insured endorsement issued by us and made part of this Policy. 3. With respect to the insurance afforded to these Additional Insureds, the following is added to SECTION III - LIMITS OF INSURANCE: If coverage provided to the Additional Insured is required by a contract or agreement, the most we will pay on behalf of the Additional Insured is the amount of insurance: a. required by the contract or agreement; or b. available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This Endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. R. Primary and Non -Contributory Additional Insured Extension This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this Policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: a. The following is added to paragraph a. Primary Insurance: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) the Additional Insured is a named insured under such other insurance; and (2) you have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. b. The following is added to paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a named insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the Additional Insured has been added as an additional insured on other policies. S. Additional Insureds - Protection of Your Limits This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this Policy. 1. The following is added to Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit: An additional insured under this Endorsement will as soon as practicable: CG 89 70 (Ed. 11/14) (Page 10 of 12) r * n7/1ai1R•por9R1aRag-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61Lu 0 1 6 9 GREAT AMERICAN INSURANCE CO a. give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the Additional Insured; and c. agree to make available any other insurance which the Additional Insured has for a loss we cover under this Coverage Part. d. we have no duty to defend or indemnify an additional insured under this Endorsement until we receive written notice of a "suit" by the Additional Insured. 2. The Limits of Insurance applicable to the Additional Insured are those specified in a written contract or written agreement or the Limits of Insurance stated in the Declarations of this Policy and defined in SECTION III - LIMITS OF INSURANCE of this Policy, whichever are less. These limits are inclusive of and not in addition to the Limits of Insurance available under this Policy. T. Blanket Waiver of Transfer of Rights of Recovery Against Others to Us (Subrogation) Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 8. Transfer of Rights of Recovery Against Others to Us: If required by a written contract or written agreement, we waive any right of recovery we may have against a person or organization because of payment we make for injury or damage arising out of your ongoing operations or "your work" done under a contract for that person or organization and included in the "products -completed operations hazard" provided that the injury or damage occurs subsequent to the execution of the written contract or written agreement. U. Property Damage Extension with Voluntary Payments 1. The following is added to paragraph 1. Insuring Agreement of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: At your request we will pay for "loss" to property of others caused by your business operations for which this Policy provides liability insurance. Such payment will be made without regard to your legal obligation to do so. The "loss" must occur during the policy period and must take place in the "coverage territory." 2. With respect to the coverage afforded under paragraph 1. above, paragraph 2. Exclusions of SECTION I - COVERAGES A - Bodily Injury and Property Damage Liability is amended as follows: Exclusions j.(3), j.(4), j.(5) and j.(6) are deleted. 3. As respects coverage afforded by this coverage, SECTION III - LIMITS OF INSURANCE is replaced by the following: Regardless of the number of insureds, claims made or "suits" brought or persons or organizations making claims or bring "suits": 1. Subject to 2. Below, the most we will pay for one or more "loss" arising out of any one "occurrence" is $ 1,000. 2. The aggregate amount we will pay for the sum of all "loss" in an annual period is $ 5,000. This aggregate amount is part of and not in addition to the General Aggregate Limit described in paragraph 2. of SECTION III - LIMITS OF INSURANCE. CG 89 70 (Ed. 11/14) (Page 11 of 12) r * n7/1ai1R•por9R1aRag-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61Lu 0 1 6 9 GREAT AMERICAN INSURANCE CO V. Who Is an Insured - Fellow Employee Extension - Management Employees 1. The following is added to paragraph 2.a.(1) of SECTION II - WHO IS AN INSURED: Paragraph (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, including the direct supervision of other "employee" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury," caused in whole or in part by their intoxication by liquor or controlled substances. This coverage is excess over any other valid and collectable insurance available to your "employee." W. Broadened Personal and Advertising Injury 1. Unless "Personal and Advertising Injury" is excluded from this Policy, the following is added to SECTION V - DEFINITIONS Item 14.: h. mental injury, mental anguish, humiliation, or shock, if directly resulting from Items 14.a. through 14.e. CG 89 70 (Ed. 11/14) (Page 12 of 12) DocuSign Envelope ID: C8OBE09E-A796-447E-9D98-8F5E14A8C61F Farm (Rev. November2017) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification ■ Go to www.irs.govIFormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. Print or type. See Specific instructions on page 3. 1 Name (as shown on your income tax return). Name Is required on this line; do not leave this line blank. Grassroots Ecology 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check following seven boxes. [I Individual/sole proprietor or 0 C Corporation In S Corporation [71Partnership single -member LLC 0 Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) Note: Check the appropriate box in the line above for the tax classification of the single -member owner. LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single Is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑J Other (see instructions) ■ Non -Profit Organization only one of the _ El Trust/estate ■ 4 Exemptions certain entities, instructions Exempt payee Exemption code (if any} (Apexssfoaccounts (codes apply only to not individuals: see on page 3): code if any) from FATCA reporting Do not check of the LLC is -member LLC that mainro4rod=Osfd',MaUS1 5 Address (number, street, and apt. or suite no.) See instructions. 3921 East Bayshore Road Requester's name and address (optional) 6 City, state, and ZIP code Palo Alto, CA 94303 7 List account number(s) here (optional) Part 1 Taxpayer Identification Number (TIN) Enter your TIN In the appropriate box. The TIN provided must match the name given on line 1 to avoid social security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. or Employer identification number 8 1 3 7 0 7 6 4 3 Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified ma that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the Instructions for Part I I, later. Sign Here Signature of J /1 U.S. person ■ �j J C•�f— Date ■ W22/18 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. ■ Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. lfyou do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 11-2017) CITY OF PALO ALTO City of Palo Alto (ID # 9718) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/5/2018 Summary Title: Approval of Amendment No. 1 for Habitat Restoration Between City of Palo Alto and Grassroots Ecology Title: Approval of Amendment Number 1 to Contract Number C18170810C Between the City of Palo Alto and Grassroots Ecology for Habitat Restoration at Foothills Park, Which Approves Assignment of Contract and use of Volunteers From: City Manager Lead Department: Community Services Recommendation Staff recommends that Council approve and authorize the City Manager to execute Amendment No. 1 to Contract C18170810C between the City of Palo Alto and Grassroots Ecology for habitat restoration at Foothills Park through June 30, 2023. (Attachment A). Background In 2013 the City solicited for a Request for Proposals (RFP) for landscape maintenance of City facilities and habitat restoration of Foothills Park. (Staff Report ID # 3830) The landscape maintenance included parks, parking lots and structures, roadside medians, City buildings, Utility substations, and tennis courts. The RFP allowed for proposals for all locations of landscape maintenance and habitat restoration or proposals for select locations. This was intended to allow for more firms to submit proposals and attract firms with special knowledge and experience. This process resulted in two separate five-year contracts being awarded. One contract was issued to Gachina Landscape Maintenance for landscape maintenance of all City facilities and another contract was issued to Acterra for habitat restoration of Foothills Park. In Spring of 2018, another similar RFP was solicited and Acterra was awarded a five-year contract to restore the habitat in additional areas of Foothills Park through 2023. (Staff Report ID # 9114) City of Palo Alto Page 1 Since 2013, Acterra has facilitated both of its Foothills Park contracts through its stewardship program known as Grassroots Ecology. Grassroots Ecology has now established itself as an independent 501(c)3 non-profit organization. Discussion Prior to June 2018, Grassroots Ecology fulfilled stewardship programs for Acterra. Since June 2018, Grassroots Ecology was recognized by the Internal Revenue Service as an independent 501(c)3 non-profit organization. Subsequently, Acterra has assigned Grassroots Ecology the agreement with the City for habitat restoration of Foothills Park. Therefore, staff recommends amending the habitat restoration contract to change the name on the contract from Acterra to Grassroots Ecology. In addition to the formal name change, Amendment No. 1 also adds a clause to the requirement of Prevailing Wage. As Grassroots Ecology does use volunteers to facilitate habitat restoration work, a clause has been added to exempt work performed by volunteers in accordance with state law. The Prevailing Wage requirement now states "Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 17711 of the California Labor Code, except for work exempted by Section 1720.4 of the California Labor Code relating to volunteers. ..." All other terms, scope of work, and compensation remain the same. Resource Impact This recommendation has been budgeted as a continuing program in the Fiscal Year 2019 budget of the Community Services Department. There will be no additional General Fund or Capital Fund financial impact. The first year cost in Fiscal Year 2019 for habitat restoration at Foothills Park is $54,620, plus a 5% contingency of $2,731, for a fiscal year total of $57,351. The total five year cost is $284,244, plus a 5% contingency of $14,212 for a total of $298,456. Environmental Review This amendment represents a continuation of the same use of existing facilities and is exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to section 15301 (existing facilities) of the CEQA guidelines. Therefore, no environmental assessment is required. Attachments: • Attachment A: Amendment No. 1 for Habitat Restoration Between City of Palo Alto and Grassroots Ecology in Foothills Park City of Palo Alto Page 2 DocuSign Envelope ID: 23884B51-E76D-42B2-B31A-02D89093B4AC AMENDMENT NO. 1 TO CONTRACT NO. C18170810C BETWEEN THE CITY OF PALO ALTO AND GRASSROOTS ECOLOGY This Amendment No. 1 (this "Amendment") to contract no. C18170810C is entered into as of September 10, 2018 by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and GRASSROOTS ECOLOGY, a non-profit organization, located at 3921 East Bayshore Road, Palo Alto, Ca 94303, Tel. No.: (650) 419-9880 ("CONTRACTOR"). CITY and CONTRACTOR are also referred to herein collectively as the "Parties." RECITALS A. The Contract (as defined below) was entered into between ACTERRA, the original contractor ("ORIGINAL CONTRACTOR") and CITY on May 21, 2018, for services as detailed therein. B. The ORIGINAL CONTRACTOR and CONTRACTOR entered into an Assumption and Assignment Agreement dated September 5, 2018 (the "Effective Date of the Assignment and Assumption Agreement"), in which the ORIGINAL CONTRACTOR assigned the Contract to CONTRACTOR, CONTRACTOR assumed the Contract, and the CITY consented to such assumption and assignment. Such Assignment and Assumption Agreement is hereby attached and incorporated into this Amendment as though fully set forth herein. C. CONTRACTOR and CITY wish to amend the Contract to reflect that the CONTRACTOR is GRASSROOTS ECOLOGY as of the Effective Date of the Assignment and Assumption Agreement referenced herein, and to attach CONTRACTOR's insurance documentation and W-9 form to the Contract. D. CONTRACTOR AND CITY also wish to amend the Contract to reflect CONTRACTOR'S intention of using volunteers pursuant to Labor Code section 1720.4. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree as follows: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term "Contract" shall mean contract No. C18170810C, as amended by the Assignment and Assumption Agreement. b. Other Terms. Terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. 1 Revision July 20, 2016 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC SECTION 2. Wherever in the Contract the CONTRACTOR is referred to as "ACTERRA" or "ACTERRA —ACTION FOR A HEALTHY PLANET", any such reference is hereby deleted and replaced with "GRASSROOTS ECOLOGY". Wherever in the Contract the contact information for the CONTRACTOR is provided, it is hereby deleted and replaced in its entirety to read as follows: GRASSROOTS ECOLOGY Alexandra Von Feldt, Executive Director 3921 East Bayshore Road, Palo Alto, Ca 94303, Tel. no.: (650) 419-9880 x334 Email: alex@grassrootsecology.org SECTION 3. Concurrent with the signing of this Amendment, CONTRACTOR shall provide to CITY documentation of insurance meeting the requirements of Section N ("Insurance") of the Contract, and a copy of its W-9 form reflecting its new employer identification number ("EIN"). SECTION 4. Section Z. ("Prevailing Wages") of the Contract is hereby amended to read as follows: Z. PREVAILING WAGES This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, 'improvement') project of more than $15,000. OR x Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code, except for work exempted by Section 1720.4 of the California Labor Code relating to volunteers. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the Agreement for this Project from the Director of the Department of Industrial Relations ("DIR"). Copies of these rates may be obtained at the Purchasing Division's office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. SECTION 4. Legal Effect. Except as herein modified, all other provisions of the Contract, including any exhibits, shall remain in full force and effect. 2 Revision July 20, 2016 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are hereby fully incorporated herein by this reference. IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written above. CITY OF PALO ALTO GRASSROOTS ECOLOGY DocuSigned by: By: Ql t, ailA,41,V'a UNA, rat C6E8938775134AE Alexandra Von Feldt City Manager (Contract over $85k) APPROVED AS TO FORM: City Attorney or designee (Contract over $25k, or non-standard form) Executive Director 9/11/2018 Attachments: • The Assignment and Assumption Agreement, per Recitals Section B of this Amendment. • CONTRACTOR's insurance documentation. • CONTRACTOR's W-9 Form reflecting its new EIN. 3 Revision July 20, 2016 DocuSign Envelope ID: 23884B51-E76D-42B2-B31A-02D89093B4AC CITY OF PALO ALTO ASSIGNMENT AND ASSUMPTION AGREEMENT FOR CONTRACT C18170810C THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment") is made as of September 10, 2018, by and between ACTERRA, a non-profit organization, located at 3921 East Bayshore Road, Palo Alto, Ca 94303, Tel. No.: (650) 962-9876 ("Assignor"), and GRASSROOTS ECOLOGY, a non-profit organization located at 3921 East Bayshore Road, Palo Alto, Ca 94303, Tel. No.: (650) 419-9880 ("Assignee"). RECITALS WHEREAS, Assignor is a party to the Agreement (as defined below); and WHEREAS, Assignor desires to assign the Agreement, and Assignee desires to assume the Agreement, each on the terms and conditions set forth herein; NOW, THEREFORE, in consideration of the promises and the mutual covenants contained in this Assignment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Assignor and Assignee agree as follows: 1. Definitions. The following definitions shall apply to this Assignment: (a) Agreement. The term "Agreement" shall mean the Agreement dated May 21, 2018, Contract No. C18170810C, between Assignor and CITY OF PALO ALTO, a California chartered municipal corporation ("City"). Such Agreement is hereby attached and incorporated into this Assignment as though fully set forth herein. (b) Effective Date. "Effective Date" shall mean the date first written above. (c) Other Terms. Terms used and not defined in this Assignment shall have the meanings assigned to such terms in the Agreement. 2. Assignment. Assignor hereby assigns, transfers and conveys to Assignee all of Assignor's right, title and interest in and to the Agreement and all of Assignor's duties and obligations thereunder, to the extent arising on or after the Effective Date. 3. Assumption. Assignee hereby accepts the assignment transfer and conveyance set forth in Section 2 and agrees to perform all of Assignor's duties and obligations under the Agreement, to the extent arising on or after the Effective Date. 4. Mutual Indemnities. (a) Assignor. Assignor shall indemnify, defend and protect Assignee, and hold Assignee harmless from and against, any and all liabilities, losses, damages, claims, costs or expenses (including attorneys' fees) arising out of (a) any failure of Assignor to convey its interest pursuant to Section 2, free and clear of all third -party liens, claims or encumbrances or (b) any breach by Assignor of the Agreement or any other failure to perform or observe any of Page 1 of 4 DocuSign Envelope ID: 23884B51-E76D-42B2-B31A-02D89093B4AC the duties or obligations of Assignor thereunder, to the extent such breach or failure arises prior to the Effective Date. (b) Assignee. Assignee shall indemnify, defend and protect Assignor, and hold Assignor harmless from and against, any and all liabilities, losses, damages, claims, costs or expenses (including attorneys' fees) arising out of any breach by Assignee of the Agreement or any other failure to perform or observe any of the duties or obligations thereunder assumed by Assignee pursuant to this Assignment. 5. Governing Law. This Assignment shall be governed by the laws of the State of California, without regard to its conflict of laws principles. 6. Headings. All section headings and captions contained in this Assignment are for reference only and shall not be considered in construing this Assignment. 7. Entire Agreement. This Assignment sets forth the entire agreement between Assignor and Assignee relating to the Agreement and supersedes all other oral or written provisions. 8. Further Assurances. From and after the date of this Assignment, Assignor and Assignee agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the conveyance contemplated by this Assignment or as may be required by City. 9. Severability. Should the application of any provision of this Assignment to any particular facts or circumstances be found by a court of competent jurisdiction to be invalid or unenforceable, then (a) the validity of other provisions of this Assignment shall not be affected or impaired thereby and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of Assignor, Assignee and City. 10. Successors; Third -Party Beneficiaries. Subject to the terms of the Agreement, this Assignment shall be binding upon, and inure to the benefit of, the parties hereto and their successors and assigns. Except as set forth in Section 12, nothing in this Assignment, whether express or implied, shall be construed to give any person or entity (other than City and the parties hereto and their respective successors and assigns) any legal or equitable right, remedy or claim under or in respect of this Assignment or any covenants, conditions or provisions contained herein. 11. Notices. All notices, consents, directions, approvals, instructions, requests and other communications regarding this Assignment or the Agreement shall be in writing, shall be addressed to the person and address set forth below and shall be (a) deposited in the U.S. mail, first class, certified with return receipt requested and with appropriate postage, (b) hand delivered or (c) sent via facsimile (if a facsimile number is provided below). All communications sent in accordance with this Section shall become effective on the date of receipt. From time to time Assignor, Assignee or City may designate a new address for purposes of this Section by notice to the other signatories to this Assignment. If to Assignor: ACTERRA Page 2 of 4 DocuSign Envelope ID: 23884B51-E76D-42B2-B31A-02D89093B4AC Adam Stern, Executive Director 3921 East Bayshore Road Palo Alto, Ca 94303 Tel. no.: (650) 962-9876 Email: adam.stern@acterra.org If to Assignee: GRASSROOTS ECOLOGY Alexandra Von Feldt, Executive Director 3921 East Bayshore Road Palo Alto, Ca 94303 Tel. no.: (650) 419-9880 Email: alex@grassrootsecology.org If to City: City of Palo Alto, Community Services Department Attn: Mark Ribeiro 3201 East Bayshore Boulevard Palo Alto, CA 94301 12. Consent of City; No Release of Assignor; Waivers. Each of Assignor and Assignee acknowledges that the prior written consent of City to this Assignment is required under the terms of the Agreement. City shall be a third party beneficiary of this Assignment (other than Section 4) and shall have the right to enforce this Assignment. Neither this Assignment nor the consent of City set forth below shall release Assignor in whole or in part from any of its obligations or duties under the Agreement if Assignee fails to perform or observe any such obligation or duty. Assignor has entered into this Assignment and obtained such consent of City based solely upon Assignor's independent investigation of Assignee's financial condition and ability to perform under the Agreement, and Assignor assumes full responsibility for obtaining any further information with respect to Assignee or the conduct of its business after the date of this Assignment. Assignor waives any right to require City to (a) proceed against any person or entity including Assignee, (b) proceed against or exhaust any security now or hereafter held in connection with the Agreement, or (c) pursue any other remedy in City's power. Assignor waives any defense arising by reason of any disability or other defense of Assignee or any other person, or by reason of the cessation from any cause whatsoever of the liability of Assignee or any other person. Assignor shall not have and hereby waives any right of subrogation to any of the rights of City against Assignee or any other person and Assignor waives any right to enforce any remedy of Assignor against Assignee (including, without limitation, Section 4(b)) or against any other person unless and until all obligations to City under the Agreement and this Assignment have been paid and satisfied in full. Assignor waives any benefit of any right to participate in any collateral or security whatsoever now or hereafter held by City with respect to the obligations under the Agreement. Assignor authorizes City, without notice or demand and without affecting Assignor's liability hereunder or under the Agreement to: (i) renew, modify or extend the time for performance of any obligation under the Agreement; (ii) take and hold security for the payment of any obligation under the Agreement and exchange, enforce, waive and release such security; and (iii) release or consent to an assignment by Assignee of all or any part of the Agreement. Page 3 of 4 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC 13. Incorporation of Recitals. The recitals set forth above are terms of this Assignment and are hereby fully incorporated herein by this reference. 14. Documentation of Non -Profit Status. Concurrent with the execution of this Agreement, Assignee shall provide documentation of its non-profit status, such as a copy of its articles of incorporation or equivalent. IN WITNESS WHEREOF, Assignor and Assignee have each duly executed this Assignment as of the date first referenced above. ACTERRA (ASSIGNOR) GRASSROOTS ECOLOGY (ASSIGNEE) By: c—DocuSigned by: By: FFBB2B66527E459... DocuSigned by: att,),au,d.v'a Vat& Ft,UJ- C6E8938775134AE_. Adam Stern Alexandra Von Feldt Executive Director Executive Director 9/10/2018 9/10/2018 Subject to Section 12 of this Assignment, City hereby consents to the assignment and assumption described in Sections 2 and 3 of this Assignment. CITY OF PALO ALTO (CITY) ,—DocuSigned by: avis aln,asfett, _2EF7467SEA6,AD Purchasing Manager or Designee Contract Administrator Approved as to Form: DocuSigned by: Shimizu 23nE('An72AnE4A'i City Attorney or Designee Deputy City Attorney Chris Anastole 9/11/2018 Tim Shimizu 9/10/2018 Attachments: The Agreement, per Section 1(a) of this Assignment. Documentation of Non -Profit Status of Assignee, per Section 14 of this Assignment. Page 4 of 4 DocuSign Envelope ID: 23884B51-E76D-42B2-B31A-02D89093B4AC CITY OF PALO ALTO CONTRACT NO. C18170810C GENERAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on the 21st day of May, 2018, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and Grassroots Ecology, a fiscally sponsored project of ACTERRA — ACTION FOR A HEALTHY PLANET, a non-profit organization, located at 3921 East Bayshore Road Palo Alto, CA 94303, Telephone Number: 650-419-9880 ("CONTRACTOR"). DIR number: 1000044987. In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the "Services") described in the Scope of Services, attached at Exhibit A. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement: x x x "A" - Scope of Services "A-1" — On -Call Task Order (Optional) "B" - Schedule of Performance "C" — Schedule of Fees "D" - Insurance Requirements CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3. TERM. The term of this Agreement is from July 1, 2018 to June 30, 2023 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. City of Palo Alto General Services Agreement 1 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not -to -exceed compensation for the full performance of the Services and reimbursable expenses, if any: ▪ The total maximum lump sum compensation of dollars ($ ); OR • The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR ✓ A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Two Hundred Ninety-eight Thousand Four Hundred Fifty-six dollars ($298,456). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. 1.7 CITY has set aside the sum of Fourteen Thousand Nine Hundred Twenty- two Dollars ($14,922) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR's proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. 6. COMPENSATION DURING ADDITIONAL TERMS. ▪ CONTRACTOR'S compensation rates for each additional term shall be the same as the original term; OR CONTRACTOR's compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in City of Palo Alto General Services Agreement 2 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco -Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR's compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR's compensation rates shall be reflected in a written amendment to this Agreement. 7. CLAIMS PROCEDURE FOR "9204 PUBLIC WORKS PROJECTS". For purposes of this Section 7, a "9204 Public Works Project" means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in "Appendix A, Claims for Public Contract Code Section 9204 Public Works Projects". F This project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Appendix A, attached hereto and incorporated herein. OR r This project is not a 9204 Public Works Project. 8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is: Mark Ribeiro, Community Services Department.: 3201 East Bayshore Boulevard Palo Alto, CA 94301, Telephone: (650) 496-6910. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and City of Palo Alto General Services Agreement 3 Rev. February 8, 2017 DocuSign Envelope ID: 23884B51-E76D-42B2-B31A-02D89093B4AC conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled "SERVICES," and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR's representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR's business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR 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, CONTRACTOR 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, CONTRACTOR City of Palo Alto General Services Agreement 4 Rev. February 8, 2017 DocuSign Envelope ID: 23884B51-E76D-42B2-B31A-02D89093B4AC shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR's performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR's performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR's request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR's work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY'S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR's records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate City of Palo Alto General Services Agreement 5 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best's Key Rating of A -:VII or higher and which are otherwise acceptable to CITY's Risk Manager. The Risk Manager must approve deductibles and self -insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR's liability or obligation to indemnify CITY under this Agreement. 0. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney's fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR's obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or City of Palo Alto General Services Agreement 6 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR 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. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of California which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days' prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR's failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No City of Palo Alto General Services Agreement 7 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR 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 this Contract. CONTRACTOR further covenants that, in the performance of this Contract, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY Officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Contract. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This contract shall be governed and interpreted by the laws of the State of California. V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON -APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. 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 Contract 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 Contract. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY's Environmentally Preferred Purchasing policies which are available at CITY's Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR 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, CONTRACTOR shall comply with the following zero waste requirements: City of Palo Alto General Services Agreement 8 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC • All printed materials provided by CONTRACTOR 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. • Goods purchased by Contractor 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. • Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES This Project is not subject to prevailing wages. Contractor 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 contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, 'improvement') project of more than $15,000. OR ® Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations ("DIR"). Copies of these rates may be obtained at the Purchasing Division's office of the City of Palo Alto. Contractor City of Palo Alto General Services Agreement 9 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. AA.DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations ("DIR") to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: "A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded." CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRCATOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854 -compliance monitoring and enforcement by DIR. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. City of Palo Alto General Services Agreement 10 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY's request. [For state- and federally -funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10 -day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR's and its listed subcontractors' payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR's proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR's proposal, the exhibits shall control. 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 ,-DocuSigned by: Stit_taX F0V' Gft1 hal/,aV' City 1VIaD ages orD5esignee Approved as to form: City of Palo Alto General Services Agreement ACTERRA — ACTION FOR A HEALTHY PLANET -DocuSigned by: First Officer Ua A.IAJra Vow Fa- NameBy A-1-6fegR@I7rzbl3V6n Fel dt ExecuL1ve Director Title Second Officer By DocuSigned by: �V 4m, OkaicumS D70F1D8113EF421 _. 11 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC rDocuSigned by: Tim Shimizu 23DCCA072A6C433_ City Attorney or Designee City of Palo Alto General Services Agreement Name Title Kristen Williams Habitat Restoration Director 12 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC EXHIBIT A SCOPE OF SERVICES Section I Specification for Habitat Restoration in Foothills Park Description: Foothills Park is a nature preserve in the hills of the City of Palo Alto, California. It is comprised of 1,408 acres of oak woodland, chaparral, grassland, and riparian habitats. There are several picnic areas, a man-made lake with dam, an interpretive center, a maintenance yard, a seasonal fire station, a small campground used seasonally, 15 miles of trails plus 6 miles of fire roads, and 16 acres of irrigated turf. The rest of the park is left in a natural state. Management of Foothills Park is under the Open Space, Parks and Golf Division, Community Services Department. See Maps below. Scope of Services: Under this agreement, the CONTRACTOR shall, under the direction of the CITY: 1) Coordinate all of its activities at the Preserve with the City Manager or designee. 2) Perform removal and control of non-native, invasive weeds. This plan shall include: a) Visibly reduce population of target species within the designated work zones (Vista Hill, Panorama Trail, Wildhorse Valley, Las Trampas Valley, Los Trancos Trail, and along roadsides). See Maps below for more detail. Target Species include: (1) yellow starthistle (Centaurea solstitialis) (2) Italian thistle (Carduus pycnocephalus) (3) poison hemlock (Conium maculatum) (4) French broom (Genista monspessulana) (5) Stinkwort (Dittrichia graveolens) b) Remove all woody, deep -rooting plants (e.g., Baccharis sp.) from the sides of Boronda Lake dam in accordance with guidelines from the California Department of Water Resources, Division of Safety of Dams. Inspect the dam quarterly and remove vegetation as needed. See attached map 7 for locations and extent. 3) Enhance 7.7 acre parcel a) Remove target weed species from area with a focus on the creek and drainages b) Install willow cuttings in Buckeye Creek to improve creek flow and sediment management 4) Enhance and maintain the native plants at the Interpretive Center. a) Install and maintain native species around the parking areas. b) Add additional interpretive signage as desired 5) Maintain the lawn replacement project in Las Trampas valley a) Remove weeds b) Consult with CITY staff prior to any mowing 6) Mobilize volunteers for Preserve projects and programs. City of Palo Alto General Services Agreement 13 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC a) Be the primary organizer of volunteers and volunteer projects. b) Hold regular, bi-monthly volunteer weekend workdays, at least 20 per year, plus at least 10 additional workdays for organized groups (e.g., schools, civic groups, corporate groups). Each workday shall be at least three hours. c) Target up to 1000 volunteer hours per year. 7) As time permits, the CONTRACTOR will work with the CITY to expand the "Friends of the Foothills" restoration plots or identify new locations to remove invasives. 8) Additional objectives as mutually agreed upon may be added to this scope or may substitute for one or more of these objectives after an initial joint survey at the start of the term of the agreement. The CONTRACTOR may, under the direction of the CITY: • Provide and staff educational programs to educate the public about the Preserve and its amenities. • Conduct ecological research in order to monitor the resources and the impacts of visitor use on the Preserve. • Organize fundraising efforts for Preserve projects and programs. • Perform other services related to the preservation, protection and enhancement of the Preserve, as approved, in writing, by the CITY. The CONTRACTOR shall: 1. Provide tools, equipment and materials for all projects. 2. Use mechanical or hand removal only. Chemical means of control is not permitted. 3. Have access to the Preserve during normal business hours of the Preserve. Special events may occur outside of normal business hours with the prior written permission of the CITY. The CITY will: • Provide overall management of the Preserve. • Review all activities proposed for the Preserve. All activities of the CONTRACTOR must be pre -approved by the CITY. • Be responsible for maintenance of all utility facilities within the Preserve, including those that do not benefit the Preserve directly. • Be responsible for maintenance of all roads within the Preserve, signage, tree trimming and tree removal, fire management, law enforcement, and lake management. The CITY may: • Provide services using heavy equipment such as mowing by tractor or earth moving. • Loan some tools and equipment for projects if available. City of Palo Alto General Services Agreement 14 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC Work Plan and Evaluation The CONTRACTOR shall submit to the CITY each year a written annual work plan of activities to be carried out at the Preserve during each fiscal year (July 1 through June 30) during the term of the agreement. Starting September 1, 2018, and on or before September 1 of each succeeding fiscal year during the term of the Agreement, the CONTRACTOR and the CITY Manager, or designee, shall conduct a performance review based on the work plan, indicating the activities that have been carried out at the Preserve for the past fiscal year, and conformance to the agreed -upon performance objectives and standards. The performance review shall serve as a basis for consideration of any requests for funding or extension of the term of this agreement. City of Palo Alto General Services Agreement 15 Rev. February 8, 2017 DocuSign Envelope ID: 23884B51-E76D-42B2-B31A-02D89093B4AC Map 1 Showing Extent of Foothills Park `J N JR 4,3 Rut Ana O Cartar 41 t iswis -9 .R�w'^• al.n n m ��e NdIlI veo LT ▪ ▪ 1.11 Trail Fire road (author -nod refiClek c.Y rl Paved roadway Stream o Mileage markers ▪ Trail Bridges Q Parking lot 0 Public telephone • Restroorns ▪ Drinking water • Picnic Area Q Ranger Station Q Campground Contour Interval 40 feet City of Palo Alto General Services Agreement ,r, 0 an mr0 • r Form Uep a �n in 4. v •v I m }A 11,4 hit O 1 .3 A S SCALE IN Mita 16 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC Map 2: Overview of Foothills Park work sites. Foothills Park outlined in green. Work zones are outlined in red. City of Palo Alto General Services Agreement 17 Rev. February 8, 2017 DocuSign Envelope ID: 23884B51-E76D-42B2-B31A-02D89093B4AC MnM@IZEI Trail FIFU Meld Pav4tl rof elwAy Srrr vrl Trail Bridgc-� Parking lot Public tblephonc RHArsivfpri Or IISIII$ walksr pICnh% Aroma P3ngor Statical Map 3: Approximate locations of work sites using Foothills Park trail map City of Palo Alto General Services Agreement 18 Rev. February 8, 2017 DocuSign Envelope ID: 23884B51-E76D-42B2-B31A-02D89093B4AC Map 4: Zone 1 Yellow Starthistle (yellow) Sites YST 1, 2, 3, 5, 10, 11, 15; and Italian Thistle (purple) IT 3, 4, 6, 9, 13 Vista Hill, Panorama Trail, roadsides City of Palo Alto General Services Agreement 19 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC Map 5: Zone 2 Italian Thistle (purple) IT 1, 2, 5, 10; Yellow Starthistle (yellow) Sites YST 14; Poison Hemlock (blue) PH 1-3 Las Trampas Valley and Wildhorse Valley City of Palo Alto General Services Agreement 20 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC Entry from Trappers fire road and Los Trancos Trail (upper arrow), or from Ramona Rd. in Los Trancos Woods (lower arrow) Map 6: Zone 3 City of Palo Alto General Services Agreement 21 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC Map 7: Woody, deep-rooted plant removal area (e.g., Baccharis sp.) City of Palo Alto General Services Agreement 22 Rev. February 8, 2017 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC EXHIBIT B SCHEDULE OF PERFORMANCE CONTRACTOR shall perform the Services according to the following schedule: The chart below shows ideal times for removal of the target species. Seasons may run earlier or later depending on weather and growing conditions. In general, all species may be removed all year long, but incidental seed dispersal at senescence is to be avoided. This schedule is applicable to the entire park, not just to the sites established by the Friends of Foothills Park. J F MAM J J A S ON D Italian thistle Yellow starthistle French broom Poison hemlock St i n kwo rt Native plant garden at the Interpretive Center Schedule: Quarterly maintenance shall be completed at the native plant garden and around the parking lot. Mobilize volunteers for Preserve Projects Schedule: Regular bi-monthly volunteer weekend workdays shall be held, at minimum 20 per year. City of Palo Alto General Services Agreement 23 Rev. February 8, 2017 DocuSign Envelope ID: 23884B51-E76D-42B2-B31A-02D89093B4AC EXHIBIT C SCHEDULE OF FEES CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. Grassroots Ecology Year 1 Year 2 Year 3 Year 4 Year 5 Section I, Specification for Habitat Restoration in Foothills Park $54,620 555,712 $56,827 $57,963 $59,122 Total $54,620 $55,712 $56,827 $57,963 $59,122 Monthly Total $4,551.67 $4,642.67 $4,735.58 $4,830.25 $4,926.83 City of Palo Alto General Services Agreement 24 Rev. February 8, 2017 DocuSion Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC _'�.., ACTER-1 ACORL7 CERTIFICATE OF LIABILITY INSURANCE 4/.....--'' OP ID: MR DATE (MM/DD/YYYY) 05/31/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER 925-210-1717 Diablo Valley Insurance Agency 801 Ygnacio Valley Rd, Ste 100 Walnut Creek, CA 94596 Ted Gingrich CONTACT Melissa Salinas, CISR PHONE FAX (NC, No, Ext): 925-210-1717 (A/C, No): 925-210-1818 E-MAIL melissa@diablovalleyinsurance.com INSURER(S) AFFORDING COVERAGE NAIC # INSURER A: Philadelphia Indemnity Ins. 18058 INSURED Acterra: Action for a Healthy Planet 3921 East Bayshore Road Palo Alto, CA 94303-4326 INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MMIDD/YYYYI POLICY EXP (MM/DD/YYYYI LIMITS A X COMMERCIAL GENERAL LIABILITY Y PHPK1805430 05/30/2018 05/30/2019 EACH OCCURRENCE $ 1,000,000 CLAIMS -MADE X OCCUR PREMISES (Ea oNcccTurrence) $ 100,000 MED EXP (Any one person) $ 5,000 PERSONAL & ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES JECOT- PER: LOC GENERAL AGGREGATE $ 2,000,000 PRODUCTS - COMP/OP AGG $ 2,000,000 $ A AUTOMOBILE X LIABILITY ANY AUTO OWNED AUTOS ONLY HIREDS ONLY SCHEDULED AUTOSp E AUTOS ONLY PHPK1805430 05/30/2018 05/30/2019 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILYINJURY(Perperson) $ BODILY INJURY (Per accident) $ (PerraccidentDAMAGE $ $ A X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE PHUB625097 05/30/2018 05/30/2019 EACH OCCURRENCE $ 2,000,000 AGGREGATE $ 2,000,000 DED X RETENTION$ 10,000 $ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY DEDPROPRIETOR/PARTNER/EXECUTIVE (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N N / A PER STATUTE OTH- ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Re: Grassroots Ecology. The City of Palo Alto, its council members officers, agents and employees are listed as additional insured on the General Liability. Coverage is Primary & Non -Contributory. 30 day written notice & 10 day notice of cancellation applies if cancelled for non-payment of premium. CERTIFICATE HOLDER CANCELLATION City of Palo Alto Purchasing & Contract Administration P O Box 10250 IPalo Alto. CA 94303 CITYPA3 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE RfLa, 4g4.4.11 ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC POLICY NUMBER: PHPK1805430 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided underthefollowing: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Palo Alto, its council members, officers, agents and employees Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising irjury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. f coverage provided to the additional insured is required by a contract or agreement , the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds , the following is added to Section III-LimitsOflnsurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. CG 20 26 04 13 © Insurance Services Office ,Inc.,2012 Page 1 of 19 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC X4, Other Insurance If other valid and oolleolible Insuranoe is available to the Insured for a loss we cover under Coverages A or 13 of this Coverage Part, our obligations are limited as follows; a. Prinary Insurance This Insuranoe is primary exoept when Paragraph b. below applies, If this Insuranoe Is primary, our obligations are not affected unless any of the other Insuranoe Is also primary, Then, we will share with all that other Insuranoe by the method desoribod In Paragraph a. below. b. Fxcoss !neurone() (1) This Insuranoe is exoess over: (a) Any of the other Insuranoe, whether primary, excess, oontingent or on any other basis: (I) That is Fire Extended Coverage, Builders Risk, Installation Risk or similar coverage for "your work"; (II) That Is Fire Insuranoe for premises rented to you or temporarily 000upied by you with permission of the owner; (III) That Is Insuranoe purohased by you to oover your liability as a tenant for "property damage" to premises rented to you or temporarily 000upled by you with permission of the owner; or (iv) If the loss arises out of the matntenanoe or use of alroraft "autos" orwateroraft to (he extent not sub)eet to Exolusion g, of Section I -- Coverage A — Bodily injury And Property Damage Liability, (b) Any other primary Insuranoe available to you covering liability for damages arising out of the premises or operations, or the produols and oompleted operations, for whloh you have bean added as an additional Insured, (2) When this Insuranoe Is exoess, we will have no duty under Coverages A or 6 to defend the Insured against any "suit" If any other Insurer has a duty to defend the Insured against (hat "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the Insured's rights against all (hose other insurers, (3) nsurance, we will pay( only our sheer oft he amount of (he loss, if any, that exoeeds the sum of; (a) TInsuranoe would paamount y for the loss Int(he absence of this Insuranoe; and (b) The total of all doduotibte and self - insured amounts under all that other Insuranoe, (4) We will share the remaining loss, if any with any other Insuranoe that Is not desorlbed in this Excess Insurance provision and was not bought speotftoally to apply In excess of (he Limits of Insuranoe shown In the Deolarallona of thls Coverage Part. a, Method Of Sharing If all of the other insurance permits contribution by equal shares, we will follow this method also, Under this approaoh each Insurer contributes equal amounts until it has paid its applioable limit of Insuranoe or none of the loss remains, whtohever domes first, If any of the other Insuranoe does not permit contribution by equal shares, we will oonlrlbute by limits, Under this method, sash Insurer's share Is based on (he ratio of its applioable limit of Insuranoe to the total applioable limits of Insuranoe of all Insurers, 5, Premium Audit a, We will compute all premiums (or this Coverage Part In a000rdanoe with our rules and rates. b. Premium shown in this Coverage Part as advance premium Is a deposit premium only, At the close of each audit period we will oompute the earned premium for that period and send notice to the first Named Insured, The due date for audit and retrospeoUve premiums is the dale shown as the due date on the bill. If the sum of the advance and audit premiums paid for the polloy period Is greater than the earned premium, we will return the exoess to the first Named Insured, o, The first Named Insured must keep records of the information we need for premium computation, and send us copies at soh times as we may request, 6, Representations fay aooepting this polloy, you agree: a, The statements In the Deolarations are accurate and oomplete; Page 12 of 16 O Insuranoe Servloes Offloe, Ina, 2012 CO 00 01 0410 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC INTERNAL REVENUE SERVICE P. 0. BOX 2508 CINCINNATI, OH 45201 Date: JUN ■ 2 2018 GRASSROOTS ECOLOGY 3921 EAST BAYSHORE RD 202 PALO ALTO, CA 94303-4326 Dear Applicant: DEPARTMENT OF THE TREASURY Employer Identification Number: 81-3707643 DLN: 17053360307037 Contact Person: DEL TRIMBLE ID# 31309 Contact Telephone Number: (877) 829-5500 Accounting Period Ending: June 30 Public Charity Status: 170(b) (1) (A) (vi) Form 990/990-EZ/990-N Required: Yes Effective Date of Exemption: July 1, 2016 Contribution Deductibility: Yes Addendum Applies: No We're pleased to tell you we determined you're exempt from federal income tax under Internal Revenue Code (IRC) Section 501(c)(3). Donors can deduct contributions they make to you under IRC Section 170. You're also qualified to receive tax deductible bequests, devises, transfers or gifts under Section 2055, 2106, or 2522. This letter could help resolve questions on your exempt status. Please keep it for your records. Organizations exempt under IRC Section 501(c)(3) are further classified as either public charities or private foundations. We determined you're a public charity under the IRC Section listed at the top of this letter. If we indicated at the top of this letter that you're required to file Form 990/990-EZ/990-N, our records show you're required to file an annual information return (Form 990 or Form 990-EZ) or electronic notice (Form 990-N, the e -Postcard). If you don't file a required return or notice for three consecutive years, your exempt status will be automatically revoked. If we indicated at the top of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. For important information about your responsibilities as a tax-exempt organization, go to www.irs.gov/charities. Enter "4221 -PC" in the search bar to view Publication 4221 -PC, Compliance Guide for 501(c) (3) Public Charities, which describes your recordkeeping, reporting, and disclosure requirements. Letter 947 DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC -2- GRASSROOTS ECOLOGY Sincerely, Jp7-4:1060, 4-. igAvicAtt. Director, Exempt Organizations Rulings and Agreements Letter 947 DocuSign Envelope ID: 23884651-E76D-4262-B31A-02D89093B4AC / AC o® CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDIYYYY) 07/03/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the po icy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER SteelBridge Insurance Services, Inc. PO Box 629 Santa Cruz CA 95061 CONTACT SteelBridge Customer Service NAME: (A/ONNo, Ext): (831)425-6640 F XC No): (888)338-7277 E-MAIL csr@steelbridgeins.com ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # INSURERA: Great American Ins Co INSURED Grassroots Ecology 3921 East Bayshore Road Suite 202 Palo Alto CA 94303-4326 INSURER B : New York Marine and General Insurance Company INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: 2018-2019 Certificates REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLIC ES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE INSD VI/VD POLICY NUMBER POLICY EFF (MMIDDIYYYY) POLICY EXP (MMIDDIYYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY Y PAC261989300 07/01/2018 07/01/2019 EACH OCCURRENCE $ 1'000'000 DAMAGE TO RENTED PREMISES (Ea occurrence) $ 50,000 1 CLAIMS -MADE >4 OCCUR MED EXP (Any one person) $ 10,000 PERSONAL &ADVINJURY $ 1,000,000 GEN'LAGGREGATE P POLICY OTHER: LIMIT APPLIES PRO - JECT PER: LOC GENERAL AGGREGATE $ 3,000,000 PRODUCTS-COMP/OPAGG $ 3,000,000 $ A AUTOMOBILE X X _ LIABILITY ANY AUTO OWNED AUTOS ONLY HIRED AUTOS ONLY SCHEDULED CAP261989400 07/01/2018 07/01/2019 COMBINED SINGLE LIMIT (Ea accident) $ 1,000,000 BODILY INJURY (Per person) $ BODILY INJURY (Per accident) $ PROPERTY DAMAGE (Per accident) $ Uninsured motorist BI- $ 1,000,000 A X UMBRELLA LIAB EXCESS LIAB O OCCUR CLAIMS -MADE UMB2619895 07/01/2018 07/01/2019 `""'�"" CCU EACH OCCURRENCE 2,000,000 $ AGGREGATE $ DED RETENTION $ $ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below Y / N NIA WC201800017455 07/01/2018 07/01/2019 PER STATUTE OTH- ER E.L. EACH ACCIDENT 1 000 000 $ ,, E.L. DISEASE - EA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1000,000 $ , A Improper Sexual Conduct PAC2619893 00 07/01/2018 07/01/2019 OCC $ 1,000,000 DESCRIPTION OF OPERATIONS 1 LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Various Events, City of Palo Also named as Additional Insured with respect to liability arising out of the operations of the named insured. 30 day notice of cancellation applies if required by contract. CERTIFICATE HOLDER CANCELLATION City of Palo Alto Open Space Parks & Golf 3210 East Bayshore Road Palo Alto I CA 94303 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE &/-\____—.'" ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC ADDITIONAL COVERAGES Ref # Description Medical Expense Coverage Code MEDEX Form No. Edition Date Limit 1 10,000 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium Ref # Description Coverage Code Form No. Edition Date Limit 1 Limit 2 Limit 3 Deductible Amount Deductible Type Premium OFADTLCV Copyright 2001, AMS Services, Inc. DocuSign Envelope ID: 23884651-E76D-4262-B31A-02D89093B4AC IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 CA 86 20 (Ed. 05/16) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SIGNATURE BUSINESS AUTO BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following form: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the policy, the provisions of this endorsement apply. This is a summary of the various additional coverages and coverage modifications provided by this endorsement. For complete details on specific coverages, consult the actual policy wording. Coverage Limit of Insurance Page Who is an Insured - Employees, Partners, Members, Volunteers and Board Members Included 2 Automatic Additional Insureds - By Contract and Primary and Non -Contributory Provision Included 2 Leased Auto Coverage Included 3 Owned Subsidiaries and Newly Acquired or Formed Organizations Included 4 Supplementary Payments - Bail Bonds $5,000 4 Supplementary Payments - Loss of Earnings $1,000 per day 4 Fellow Employee Included 5 Physical Damage Coverage Extensions - Towing $200 - any auto 5 Physical Damage Coverage Extensions - Glass Breakage No Deductible 5 Physical Damage Coverage Extensions - Transportation Expenses $100 per day, $3,000 max 5 Hired Auto Physical Damage Coverage $100 per day, $3,000 max 5 Total Theft of a Covered Auto $500 - personal items, $1,000 - reasonable expenses to return stolen auto 6 Auto Loan / Lease Gap Protection Included 6 Customization Coverage $2,000 7 CA 86 20 (Ed. 05/16) (Page 1 of 9) DocuSign Envelope ID: 23884651-E76D-4262-B31A-02D89093B4AC IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 Coverage Limit of Insurance Page Newly Acquired Owned Autos and Donated Autos Physical Damage Coverage $100,000 7 Rental Reimbursement Coverage $100 per day up to 30 days 8 $500 for reasonable expenses to remove and replace your materials and equipment 8 Accidental Discharge - Airbag Coverage Included 8 Original Equipment Manufacturer OEM Part Replacement Included 8 Multiple Deductibles Included 8 Notice and Knowledge of Occurrence - Duties in the Event of Accident, Claim, Suit or Loss Included 8 Blanket Waiver of Subrogation By Written Contract Included 9 Unintentional Failure to Disclose Hazards Included 9 Mental Anguish Included 9 A. WHO IS AN INSURED - EMPLOYEES, PARTNERS, MEMBERS, VOLUNTEERS AND BOARD MEMBERS SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. 1. Who is An Insured is amended by adding the following: d. Any "employee", partner or member of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. e. Anyone volunteering services to you while using a covered "auto" you don't own, hire or borrow in activities necessary to your business. Anyone else who furnishes that "auto" is also an "insured". f. Board members (or their spouses) while renting a vehicle while on business for the named insured. B. AUTOMATIC ADDITIONAL INSUREDS - BY CONTRACT AND PRIMARY AND NON-CONTRIBUTORY PROVISION SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. 1. Who is An Insured is amended to include as an Insured any person or organization whom you are required to add as an Additional Insured on this policy under: a. a written contract or written agreement: (1) in effect on the date of the "accident"; and CA 86 20 (Ed. 05/16) (Page 2 of 9) DocuSign Envelope ID: 23884651-E76D-4262-B31A-02D89093B4AC IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 (2) signed by all parties prior to the "accident." This person or organization is an Additional Insured only to the extent you are liable for an "accident" caused, in whole or in part, by the use of a covered "auto" being driven by you or any "insured." However; a. the insurance afforded to such Additional Insured only applies to the extent permitted by law; and b. if coverage provided to the Additional Insured is required by a written contract or written agreement, the insurance afforded to such Additional Insured will not be broader than that which you are required by the written contract or written agreement to provide for such Additional Insured. With respect to insurance provided to an Additional Insured the following provisions apply: a. This insurance is primary to and will not seek contribution from any other insurance available to an Additional Insured under your policy provided that: (1) The Additional Insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. b. When a written contract or written agreement does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a Named Insured. c. Regardless of the written contract or written agreement between you and an Additional Insured, this insurance is excess over any other insurance whether primary, excess, contingent or any other basis for which the Additional Insured has been added as an additional insured on other policies. d. If coverage provided to the additional insured is required by a written contract or written agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1) Required by the written contract or written agreement; or (2) Available under the applicable Limits of Insurance show in the Declarations; whichever is less. C. LEASED AUTO COVERAGE With respect to insurance provided to an Additional Insured who is a lessor of a "leased auto" the following provisions apply: SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. Coverage is amended by adding the following: Any "leased auto" designated or described in the Schedule will be considered a covered "auto" you own and not covered "auto" you hire or borrow. For a covered "auto" that is a "leased auto" Who Is An Insured is changed to include as an "Insured" the lessor. The coverages provided under this endorsement apply to any "leased auto" described in the CA 86 20 (Ed. 05/16) (Page 3 of 9) DocuSign Envelope ID: 23884651-E76D-4262-B31A-02D89093B4AC IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 Schedule until the expiration date shown in the Schedule, or when the lessor or his or her agent takes possession of the "leased auto," whichever occurs first. SECTION IV - BUSINESS AUTO CONDITIONS, A.4. Loss Payment Physical Damage Coverages is amended by adding the following: a. We will pay, as interest may appear, you and the lessor for "loss" to a "leased auto." b. The insurance covers the interest of the lessor unless the "loss" results from fraudulent acts or omissions on your part. c. If we make any payment to the lessor, we will obtain his or her rights against any other party. SECTION V - DEFINITIONS is amended by adding the following definition: "Leased auto" means any "auto" leased or rented to you including any substitute, replacement or extra "auto" needed to meet seasonal or other needs, under a leasing or rental agreement that requires you to provide direct primary insurance for the lessor. D. OWNED SUBSIDIARIES AND NEWLY ACQUIRED OR FORMED ORGANIZATIONS SECTION II - COVERED AUTOS LIABILITY COVERAGE, A. 1. Who is An Insured is amended by adding the following: The following are "insureds": a. Any subsidiary which is a legally incorporated entity of which you maintain ownership or majority interest on the effective date of this Coverage Form except: (1) Any subsidiary that is an insured under any other automobile liability policy. (2) Any subsidiary which would be an insured under any other automobile liability policy but for the termination of such policy or exhaustion of such policy's Limits of Insurance. b. Any organization you newly acquire or form, and in which you maintain ownership or majority interest, but only for the period beginning when you first maintained majority interest until the end of the policy period of this Coverage Form, or the next anniversary of the inception date of this Coverage From, whichever is earlier. However, the newly acquired or formed organization is not an "Insured": (1) For "bodily injury" or "property damage" resulting from an "accident" that occurred before you acquired or formed the organization. (2) If it is an insured under any other automobile liability policy or would be an insured under any other automobile liability policy but for the termination of such policy or exhaustion of such policy's Limits of Insurance. E. SUPPLEMENTARY PAYMENTS SECTION II - COVERED AUTOS LIABILITY COVERAGE, A.2.a.(2) is deleted and replaced with the following: (2) Up to $5,000 for cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. SECTION II - COVERED AUTOS LIABILITY COVERAGE, A.2.a.(4) is deleted and replaced with the following: CA 86 20 (Ed. 05/16) (Page 4 of 9) DocuSign Envelope ID: 23884651-E76D-4262-B31A-02D89093B4AC IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 (4) All reasonable expenses incurred by the "Insured" at our request, including actual loss of earnings up to $1,000 a day because of time off from work. F. FELLOW EMPLOYEE SECTION II - LIABILITY COVERAGE is amended to add the following after Paragraph B.5.b: This exclusion does not apply to "bodily injury" resulting from the use of a covered "auto" you own or hire. Coverage afforded by this section is excess over any other collectible insurance. G. PHYSICAL DAMAGE COVERAGE EXTENSIONS - TOWING SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 2. Towing is deleted in its entirety and replaced with the following: 2. Towing We will pay up to $200 for towing and labor costs incurred each time a covered "auto" is disabled. However, the labor must be performed at the place of disablement. No deductible applies to this enhancement. H. PHYSICAL DAMAGE COVERAGE EXTENSIONS - GLASS BREAKAGE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 3. Glass Breakage - Hitting a Bird or Animal - Falling Objects or Missiles is amended by adding the following: No deductible for covered "autos" applies to "loss" resulting from glass breakage. I. PHYSICAL DAMAGE COVERAGE EXTENSIONS - TRANSPORTATION EXPENSES SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, a. is deleted in its entirety and replaced with the following: a. Transportation Expenses We will pay up to $100 per day to a maximum of $3,000 for temporary transportation expense incurred by you because of "loss" to a covered "auto". We will pay only for those covered "autos" for which you carry either Comprehensive or Specified Causes of Loss Coverage. We will pay for temporary transportation expenses incurred until the covered "auto" is returned to use or we pay for its "loss," regardless of the policy's expiration. We will pay under this coverage extension only that amount of Transportation Expenses which is not already provided under O. Rental Reimbursement Coverage of this endorsement. J. HIRED AUTO PHYSICAL DAMAGE COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: HIRED AUTO PHYSICAL DAMAGE COVERAGE If Comprehensive Coverage, Specified Causes of Loss or Collision Coverage is shown in the Declarations for any covered "auto", then the same type of Physical Damage Coverage is provided for any Hired Auto, subject to the following: a. The most we will pay for any one "accident" or "loss" the lesser of: (1) the actual cash value of the covered "auto" at the time of the "loss"; or CA 86 20 (Ed. 05/16) (Page 5 of 9) DocuSign Envelope ID: 23884651-E76D-4262-B31A-02D89093B4AC IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 (2) the actual cost to repair or replace such covered "auto" at the time of the "loss." b. The Limit of Insurance as determined under Paragraph J.a., above, will be reduced by any applicable Comprehensive or Collision deductible for each covered "auto." This deductible will be equal to the largest deductible applicable under any coverage for such covered "auto." No deductible applies to "loss" caused by fire or lightning. c. The coverage provided by this coverage extension will be excess over any other collectible insurance. d. Subject to Paragraphs J.a, J.b and J.c, above, we will provide the broadest coverage applicable to any covered "auto" shown in the Declarations. e. For coverage provided under this coverage extension, the last sentence of Paragraph A.4.b under SECTION III - PHYSICAL DAMAGE COVERAGE, is deleted and replaced with the following: However, the most we will pay for any expenses for loss of use is $100 per day, to a maximum of $3,000 per "accident" if loss of use results from an "accident" for which you are legally liable and the lessor incurs a financial loss. K. TOTAL THEFT OF A COVERED AUTO SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: Total Theft of a Covered Auto In the event of the total theft of a covered "auto": a. Coverage includes personal items in the covered "auto" at the time of loss up to a maximum of $500. No deductible applies to this coverage. b. We will pay reasonable expenses for returning the stolen covered "auto" to you once it is recovered, up to a maximum of $1,000. No deductible applies to this coverage. L. AUTO LOAN / LEASE GAP PROTECTION SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: In the event of a total "loss" of a covered "auto" shown in the Declarations for which Physical Damage Coverage is provided, we will provide coverage for any unpaid amount due on the lease or loan for such covered "auto," less the following: a. The amount paid under the Physical Damage Coverage Section of the Policy for that covered "auto", and b. Any: (1) overdue lease or loan payments at the time of the "loss"; (2) financial penalties imposed under a lease for excessive use, abnormal wear and tear or high mileage; security deposits not returned by the lessor; (3) CA 86 20 (Ed. 05/16) (Page 6 of 9) DocuSign Envelope ID: 23884651-E76D-4262-B31A-02D89093B4AC IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 (4) costs for extended warranties, Credit Life Insurance, Health, Accident or Disability Insurance purchased with the loan or lease; and (5) carry-over balances from previous loans or leases. M. CUSTOMIZATION COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: a. We will pay with respect to a covered "auto" for "loss" to automobile customization which includes special carpeting and insulation, height - extended roofs and custom murals, paintings, vinyl wraps or other details or graphics. b. our limit of liability for "loss" to automobile customizations in any one "loss" shall be the least of: (1) the actual cash value of the stolen or damaged property; (2) the amount necessary to repair or replace the property; or (3) $2,000. This coverage does not apply to electronic equipment. N. NEWLY ACQUIRED OWNED AUTOS AND DONATED AUTOS PHYSICAL DAMAGE COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: If Comprehensive, Specified Causes of Loss, or Collision Coverage is provided by this Policy, the coverage is extended to apply to Physical Damage "loss" to your newly acquired owned "autos" and donated autos. We will provide the broadest coverage available to any covered "auto" shown in the Declarations. The most we will pay for "loss" to a newly acquired "auto" or donated auto is the least of: a. the actual cash value of the damaged or stolen property as of the time the "loss," or your actual cost of purchase of the newly acquired "auto", whichever is more; b. the actual cost of: (1) replacing the damaged or stolen property with other property of like kind and quality; or (2) repairing the damaged property. without deduction for depreciation; or c. $100,000. However, the most we will pay for all covered physical damage "loss" for newly acquired autos and donated autos occurring during the policy period shown on the Declarations is $100,000. For each newly acquired "auto" our obligation to pay "loss" will be reduced by a deductible equal to the highest deductible applicable to any "auto" for that coverage. No deductible will be applied to "loss" caused by fire or lightning. CA 86 20 (Ed. 05/16) (Page 7 of 9) DocuSign Envelope ID: 23884651-E76D-4262-B31A-02D89093B4AC IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 Coverage under this Extension, for newly acquired owned "autos" is afforded until you notify us to add the newly acquired owned vehicle to your auto schedule or until the end of the policy period, whichever is earlier. O. RENTAL REIMBURSEMENT COVERAGE EXTENSION SECTION III - PHYSICAL DAMAGE COVERAGE, A. Coverage, 4. Coverage Extensions, is amended to add the following: For those covered "autos" for which you carry Comprehensive or Specified Cause of Loss Coverage: We will pay up to $100 per day, for up to 30 days, for Rental Reimbursement Expenses incurred by you for the rental of an "auto" because of a "loss" to a covered "auto". We will also pay up to $500 for reasonable and necessary expenses incurred by you to remove and replace your materials and equipment from the covered "auto". We will pay under this coverage extension only that amount of your Rental Reimbursement Expenses which is not already provided under I. Transportation Expenses of this endorsement. P. ACCIDENTAL DISCHARGE - AIRBAG COVERAGE SECTION III - PHYSICAL DAMAGE COVERAGE, B.3.a is deleted and replaced with the following: a. Wear and tear, freezing, mechanical or electrical breakdown, but this exclusion does not apply to "loss" due and confined to the accidental discharge of an airbag. No deductible applies to this coverage. Q. ORIGINAL EQUIPMENT MANUFACTURER (OEM) PART REPLACEMENT SECTION III - PHYSICAL DAMAGE, C. Limit of Insurance, Paragraph 1. is amended to include: We will pay the cost to replace the damaged parts (excluding glass and mechanical parts) with new Original Equipment Manufacturer (OEM) replacement parts if the damage parts cannot be repaired. R. MULTIPLE DEDUCTIBLES SECTION III - PHYSICAL DAMAGE, D. Deductible, is amended to add the following: When two or more covered "autos" sustain "loss" in a single incident, a single Physical Damage deductible will apply to the total "loss" for all covered "autos." That deductible will be the largest of all deductibles applying to any of the covered "autos" involved in the single incident. S. NOTICE AND KNOWLEDGE OF OCCURRENCE - DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.a. is deleted and replaced with the following: a. In the event of "accident," claim, "suit" or "loss," you must give us or our authorized representative notice as soon as practicable of the "accident" or "loss" after the "accident" or "loss" is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). Notice shall include: (1) How, when and where the "accident" or "loss" occurred; CA 86 20 (Ed. 05/16) (Page 8 of 9) DocuSign Envelope ID: 23884651-E76D-4262-B31A-02D89093B4AC IERICAN INSURANCE COMPANY *D/B* 121202914 0253769 (2) The "insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.2.b(2) is deleted and replaced with the following: (2) As soon as practicable send us copies of any request, demand, order, notice, summons or legal paper received concerning the claim or "suit" after the claim or "suit" is known to you (if you are an individual), one of your partners (if you are a partnership), or one of your officers or any personnel responsible for insurance, risk management, or loss prevention (if you are a corporation). T. BLANKET WAIVER OF SUBROGATION BY WRITTEN CONTRACT SECTION IV - BUSINESS AUTO CONDITIONS, Paragraph A.5 is amended to add the following: However, we waive any right of recovery we may have against any person or organization to the extent required of you by a written contract or written agreement signed by all parties prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of the operations contemplated by such written contract or written agreement. The waiver applies only to the person or organization designated in such written contract or written agreement. U. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS SECTION IV - BUSINESS AUTO CONDITIONS, B.2. is amended to add the following: Failure of the "Insured" to disclose all exposures or hazards existing as of the effective date of this Coverage Form will not invalidate or adversely affect coverage for such exposure or hazard, provided such failure is not intentional on the part of the "Insured". However, you must report the undisclosed exposure or hazard to us as soon as practicable after you discover the exposure or hazard. V. MENTAL ANGUISH The definition of "Bodily Injury" in SECTION V - DEFINITIONS is replaced by the following: "Bodily Injury" means physical injury, sickness or disease sustained by a person including death resulting from any of these. "Bodily Injury" also means mental injury, mental anguish, humiliation or shock if directly resulting from physical injury, sickness or disease to that person. CA 86 20 (Ed. 05/16) (Page 9 of 9) r * c1*n ilailsi*poroFlasta'z_nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: 23884B51-E76D-42B2-B31A-02D89093B4� L a T 6 9 GREAT AMERICAN INSURANCE CO CG 89 70 (Ed. 11/14) THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SIGNATURE GENERAL LIABILITY BROADENING ENDORSEMENT This Endorsement modifies and is subject to the insurance provided under the following form: COMMERCIAL GENERAL LIABILITY COVERAGE PART The following extension only applies in the event that no other specific coverage for the indicated loss exposure is provided under this Policy. If other specific coverage applies, the terms, conditions and limits of that Coverage are the exclusive coverage applicable under this Policy, unless otherwise noted in this Endorsement. This is a summary of the various additional coverages and coverage modifications provided by this Endorsement. For complete details on specific coverages, consult the actual policy wording. Coverage Description Limit of Insurance Page Non -Owned Aircraft Included 2 Non -Owned Watercraft Included 2 Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock Included 3 Medical Payments $ 20,000 3 Damage to Premises Rented to You $ 1,000,000 3 Supplementary Payments - Bail Bonds $ 3,000 4 Supplementary Payments - Loss of Earnings $ 1,000 per day 4 Newly Formed or Acquired Organizations Included 4 Unintentional Failure to Disclose Hazards Included 5 Knowledge of Occurrence, Claim or Suit Included 5 Property Damage Liability - Elevators Included 5 Property Damage Liability - Borrowed Equipment Included 5 Liberalization Clause Included 6 Amendment of Pollution Exclusion (Premises) Included 6 Limited Property Damage to Property of Others $ 5,000 6 Additional Insured - Manager or Lessor of Premises Included 7 CG 89 70 (Ed. 11/14) (Page 1 of 12) r ci*n iiaiiA*ParoRiaRaq-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC uz a a 1 6 9 GREAT AMERICAN INSURANCE CO Coverage Description Limit of Insurance Page Additional Insured - Funding Sources Included 7 Additional Insured - By Contract Included 8 Primary and Non -Contributory Additional Insured Extension Included 10 Additional Insureds - Protection of Your Limits Included 10 Blanket Waiver of Transfer of Rights of Recovery Against Others to Us (Subrogation) Included 11 Property Damage Extension With Voluntary Payments $ 1 ,000/$ 5,000 11 Who Is An Insured - Fellow Employee Extension - Management Employees Included 12 Broadened Personal and Advertising Injury Included 12 A. Non -Owned Aircraft Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, exclusion g. Aircraft, Auto or Watercraft does not apply to an aircraft provided: 1. it is not owned by any insured; 2. it is hired, chartered or loaned with a trained paid crew; 3. the pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating him or her a commercial or airline pilot; and 4. it is not being used to carry persons or property for a charge. However, the insurance afforded by this provision does not apply if there is available to the Insured other valid and collectible insurance, whether primary, excess (other than insurance written to apply specifically in excess of this Policy), contingent or on any other basis, that would also apply to the loss covered under this provision. B. Non -Owned Watercraft Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraph (2) of exclusion g. Aircraft, Auto or Watercraft is replaced by the following: This exclusion does not apply to: (2) A watercraft you do not own that is: (a) less than 60 feet long; and CG 89 70 (Ed. 11/14) (Page 2 of 12) r ci*n iiaiiA*ParoRiaRaq-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC uz a a 1 6 9 GREAT AMERICAN INSURANCE CO (b) not being used to carry persons or property for a charge. C. Bodily Injury - Mental Injury, Mental Anguish, Humiliation or Shock Under SECTION V - DEFINITIONS, Definition 3. is replaced by the following: 3. "Bodily Injury" means physical injury, sickness, or disease, including death of a person. "Bodily Injury" also means mental injury, mental anguish, humiliation, or shock if directly resulting from physical injury, sickness, or disease to that person. D. Medical Payments If Coverage C Medical Payments is not otherwise excluded, the Medical Payments provided by this Policy are amended as follows: The Medical Expense Limit in paragraph 7. of SECTION III - LIMITS OF INSURANCE is replaced by the following Medical expense Limit: The Medical Expense Limit provided by this Policy shall be the greater of: a. $ 20,000; or b. the amount shown in the Declarations for Medical Expense Limit This provision 7. is subject to all the terms of SECTION III - LIMITS OF INSURANCE. E. Damage to Premises Rented to You If Damage to Premises Rented to You is not otherwise excluded from this Coverage Part: 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: 3. The last paragraph of paragraph 2. Exclusions is deleted in its entirety and replaced by the following: Exclusions c. through n. do not apply to damage by fire, lightning, explosion, smoke, leakage from an automatic fire protection system or water to premises while rented to you or temporarily occupied by you with permission of the owner. A separate Limit of Insurance applies to this coverage as described in SECTION III - LIMITS OF INSURANCE. However, this insurance does not apply to damage to premises while rented to you, or temporarily occupied by you with the permission of the owner, caused by: i. rupture, bursting, or operation of pressure relief devices; ii. rupture or bursting due to expansion or swelling of the contents of any building or structure, caused by or resulting from water; iii. explosion of steam boilers, steam pipes, steam engines, or steam turbines; or iv. flood 2. Paragraph 6. Under SECTION III - LIMITS OF INSURANCE is deleted in its entirety and replaced with the following: CG 89 70 (Ed. 11/14) (Page 3 of 12) r ci*n iiaiiA*ParoRiaRaq-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC uz a a 1 6 9 GREAT AMERICAN INSURANCE CO 6. Subject to paragraph 5. above, the most we will pay under Coverage A for damages because of "property damage" to any one premises, while rented to you, or in the case of damage caused by fire, lightning, explosion, smoke, leakage from automatic fire protection system or water while rented to you or temporarily occupied by you with the permission of the owner, for all such damage caused by fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water or any combination of the six, is the higher of $ 1,000,000 or the amount shown in the Declarations for the Damage to Premises Rented to You Limit. 3. Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, subsection 4. Other Insurance, paragraph b. Excess Insurance where the words "Fire insurance" appear they are changed to "insurance for fire, lightning, explosion, smoke, leakage from an automatic fire protection system or water." 4. As regards coverage provided by this provision I. Damage to Premises Rented to You - paragraph 9.a. of Definitions is replaced with the following: 9. a. a contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke, leakage from automatic fire protection systems or water to premises while rented to you or temporarily occupied by you with the permission of the owner is not an "insured contract"; F. Supplementary Payments 1. In the Supplementary Payments - Coverages A and B provision, paragraph 1.b. is replaced with: b. Up to $ 3,000 for the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. 2. Paragraph 1.d. is replaced by the following: d. All reasonable expenses incurred by the Insured at our request to assist us in the investigation or defense of the claim or "suit," including actual loss of earnings up to $ 1,000 a day because of time off work. G. Newly Formed or Acquired Organizations Paragraph 3. of SECTION II - WHO IS AN INSURED is replaced by the following: 3. Any organization you newly acquire or form and over which you maintain ownership or majority interest, will qualify as a named insured if there is no other similar insurance available to that organization. However: a. coverage under this provision is afforded only until the expiration of the policy period in which the entity was acquired or formed by you; b. coverage A does not apply to "bodily injury" or property damage that occurred before you acquired or formed the organization; and c. coverage B does not apply to "personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. CG 89 70 (Ed. 11/14) (Page 4 of 12) r ci*n iiaiiA*ParoRiaRaq-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC uz a a 1 6 9 GREAT AMERICAN INSURANCE CO d. records and descriptions of operations must be maintained by the first named insured. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a named insured in the Declarations or qualifies as an insured under this provision. H. Unintentional Failure to Disclose Hazards Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 6. Representations: Failure of the Insured to disclose all hazards existing as of the inception date of this Policy shall not prejudice the insurance with respect to the coverage afforded by this Policy, provided such failure or omission is not intentional on the part of the Insured. I. Knowledge of Occurrence, Claim or Suit Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit: Knowledge of any occurrence, claim, or suit by any agent, servant or employee of the Named Insured does not in itself constitute knowledge by the Insured unless notice of such injury, claim or suit shall have been received by: a. you, if you are an individual; b. a partner, if you are a partnership c. an executive officer or insurance manager, if you are a corporation. J. Property Damage Liability - Elevators 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraphs (3), (4) and (6) of exclusion j. Damage to Property do not apply if such property damage results from the use of elevators. 2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, Condition 4. Other Insurance, paragraph b. Excess Insurance: The insurance afforded by this provision of this Endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. K. Property Damage Liability - Borrowed Equipment 1. Under paragraph 2. Exclusions of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability, subparagraph (4) of exclusion j. Damage to Property does not apply to "property damage" to borrowed equipment while not being used to perform operations at a job site. 2. The following is added to SECTION IV - COMMERCIAL GENERAL LIABILITY Conditions, Condition 4. Other Insurance, paragraph b. Excess Insurance: The insurance afforded by this provision of this Endorsement is excess over any property insurance, whether primary, excess, contingent or on any other basis. CG 89 70 (Ed. 11/14) (Page 5 of 12) r ci*n iiaiiA*ParoRiaRaq-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC uz a a 1 6 9 GREAT AMERICAN INSURANCE CO L. Liberalization Clause If we revise this Signature General Liability Broadening Endorsement to provide more coverage without additional premium charge, your policy will automatically provide the coverage as of the date the revision is effective in your state. M. Amendment of Pollution Exclusion (Premises) 1. The following is added to paragraph (1)(a) of Exclusion f. of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: (iv) "Bodily injury" or "property damage" arising out of the actual discharge, dispersal, seepage, migration, release or escape of "pollutants." As used in this Endorsement, the actual discharge, dispersal, seepage, migration, release or escape of pollutants must: (aa) commence on a clearly identifiable day during the policy period; and (bb) end, in its entirety, within seventy-two (72) hours of the commencement of the discharge, dispersal, seepage, migration, release or escape of "pollutants"; and (cc) be discovered and reported to us within fifteen (15) days of the clearly identifiable day that the discharge, dispersal, seepage, migration, release or escape of "pollutants" commences; and (dd) be neither expected nor intended from the standpoint of any insured; and (ee) be unrelated to any previous discharge, dispersal, seepage, migration, release or escape; and (ff) not originate at or from a storage tank or other container, duct or piping which: a. is below the surface of the ground or water; or b. at any time has been buried under the surface of the ground or water and then is subsequently exposed. 2. For the purposes of this coverage, the following is added to the definition of "property damage" of SECTION V - DEFINITIONS and applies only as respects this coverage: Land or water, whether below ground level or not, is not tangible property. 3. Coverage provided hereunder does not apply to any discharge, dispersal, seepage, migration, release or escape that is merely threatened or alleged rather than shown to have actually occurred. N. Limited Property Damage to Property of Others The following is added under SECTION I - SUPPLEMENTARY PAYMENTS - COVERAGES A and B: 3. We will pay up to $ 5,000 for loss to personal property of others while in the temporary care, custody or control of an insured caused by any person participating in your organized activities. For the purpose of this supplementary payment, loss shall mean damage or destruction but does not include mysterious disappearance or loss of use. In the event of a theft, a police report must be filed. This supplementary payment does not apply if: a. coverage is otherwise provided by the Property Coverage part (if any) of this Policy; or CG 89 70 (Ed. 11/14) (Page 6 of 12) r * ci*n iiaiiA*ParoRiaRaq-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC uz a a 1 6 9 GREAT AMERICAN INSURANCE CO b. the loss is covered by any other insurance you have or by any insurance of such person who causes such loss. These payments will not reduce the Limits of Insurance. O. Additional Insured - Manager or Lessor of Premises 1. SECTION II - WHO IS AN INSURED is amended to include as an additional insured any person or organization from whom you lease or rent property and which requires you to add such person or organization as an additional insured on this Policy under: (a) a written contract; or (b) an oral agreement or contract where a Certificate of Insurance showing that person or organization as an additional insured has been issued; but the written or oral contract or agreement must be an "insured contract," and, (i) currently in effect or become effective during the term of this Policy; and (ii) executed prior to the "bodily injury," "property damage," "personal and advertising injury." 2. With respect to the insurance afforded to the Additional Insured identified in paragraph 1. above, the following additional provisions apply: (a) This insurance applies only with respect to the liability arising out of the ownership, maintenance or use of that part of the premises leased to you. (b) The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this Policy and subject to all the terms, conditions and exclusions for this Policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. (c) In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. (d) Coverage provided herein is excess over any other valid and collectible insurance available to the Additional Insured whether the other insurance is primary, excess, contingent or on any other basis unless a written contractual arrangement specifically requires this insurance to be primary. (e) This insurance applies only to the extent permitted by law. 3. This insurance does not apply to: (a) Any "occurrence" or offense which takes place after you cease to be a tenant in that premises. (b) Structural alterations, new construction or demolition operations performed by or on behalf of the Additional Insured. P. Additional Insured - Funding Sources 1. SECTION II - WHO IS AN INSURED is amended to include as an additional insured any Funding Source which requires you in a written contract to name the Funding Source as an additional insured but only with respect to liability arising out of: CG 89 70 (Ed. 11/14) (Page 7 of 12) r ci*n iiaiiA*ParoRiaRaq-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC uz a a 1 6 9 GREAT AMERICAN INSURANCE CO a. your premises; or b. "your work" for such additional insured; or c. acts or omissions of such additional insured in connection with the general supervision of "your work" and only to the extent set forth as follows: a. The Limits of Insurance applicable to the Additional Insured are the lesser of those specified in the written contract or agreement or in the Declarations for this Policy and subject to all the terms, conditions and exclusions for this Policy. The Limits of Insurance applicable to the Additional Insured are inclusive of and not in addition to the Limits of Insurance shown in the Declarations. b. The insurance afforded to the Additional Insured only applies to the extent permitted by law c. If coverage provided to the Additional Insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. d. In no event shall the coverages or Limits of Insurance in this Coverage Form be increased by such contract. Q. Additional Insureds - By Contract 1. SECTION II - WHO IS AN INSURED is amended to include as an insured any person or organization whom you have agreed to add as an additional insured in a written contract, written agreement or permit. Such person or organization is an additional insured but only with respect to liability for "bodily injury," "property damage" or "personal and advertising injury" arising out of: a. your acts or omissions, or the acts or omissions of those acting on your behalf, in the performance of your ongoing operations for the Additional Insured that are subject of the written contract or written agreement provided that the "bodily injury" or "property damage occurs, or the "personal and advertising injury" is committed, subsequent to the signing of such written contract or written agreement; or b. the maintenance, operation or use by you of equipment rented or leased to you by such person or organization; or c. the Additional Insureds financial control of you; or d. operations performed by you or on your behalf for which the state or political subdivision has issued a permit However: 1. the insurance afforded to such additional insured only applies to the extent permitted by law; and 2. if coverage provided to the Additional Insured is required by contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide such additional insured. With respect to paragraph 1.a. above, a person's or organization's status as an additional insured under this Endorsement ends when: CG 89 70 (Ed. 11/14) (Page 8 of 12) r ci*n iiaiiA*ParoRiaRaq-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC uz a a 1 6 9 GREAT AMERICAN INSURANCE CO (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed for or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. With respect to paragraph 1.b. above, this insurance does not apply to any "occurrence" which takes place after the equipment rental or lease agreement has expired or you have returned such equipment to the lessor. The insurance provided by this Endorsement applies only if the written contract or written agreement is signed prior to the "bodily injury" or "property damage." We have no duty to defend an additional insured under this Endorsement until we receive written notice of a "suit" by the Additional Insured as required in paragraph b. of Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITION. 2. With respect to the insurance provided by this Endorsement, the following are added to paragraph 2. Exclusions under SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: This insurance does not apply to: a. "Bodily injury" or "property damage" that occurs prior to your commencing operations at the location where such "bodily injury" or "property damage" occurs. b. "Bodily injury," "property damage" or "personal and advertising injury" arising out of the rendering of, or failure to render, any professional architectural, engineering or surveying services, including: (1) the preparing, approving, or failing to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders or drawings and specifications; or (2) supervisory, inspection, architectural or engineering activities. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that Insured, if the "occurrence" which caused the "bodily injury" or "property damage," or the offense which caused the "personal and advertising injury," involved the rendering of, or failure to render, any professional architectural, engineering or surveying services. c. "Bodily injury" or "property damage" occurring after: (1) all work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed for or on behalf of the Additional Insured(s) at the location of the covered operations has been completed; or (2) that portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 89 70 (Ed. 11/14) (Page 9 of 12) r ci*n iiaiiA*ParoRiaRaq-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC uz a a 1 6 9 GREAT AMERICAN INSURANCE CO d. Any person or organization specifically designated as an additional insured for ongoing operations by a separate additional insured endorsement issued by us and made part of this Policy. 3. With respect to the insurance afforded to these Additional Insureds, the following is added to SECTION III - LIMITS OF INSURANCE: If coverage provided to the Additional Insured is required by a contract or agreement, the most we will pay on behalf of the Additional Insured is the amount of insurance: a. required by the contract or agreement; or b. available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This Endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. R. Primary and Non -Contributory Additional Insured Extension This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this Policy. Condition 4. Other Insurance of SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS is amended as follows: a. The following is added to paragraph a. Primary Insurance: This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) the Additional Insured is a named insured under such other insurance; and (2) you have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the Additional Insured. b. The following is added to paragraph b. Excess Insurance: When a written contract or written agreement, other than a premises lease, facilities rental contract or agreement, an equipment rental or lease contract or agreement or permit issued by a state or political subdivision between you and an additional insured does not require this insurance to be primary or primary and non-contributory, this insurance is excess over any other insurance for which the Additional Insured is designated as a named insured. Regardless of the written agreement between you and an additional insured, this insurance is excess over any other insurance whether primary, excess, contingent or on any other basis for which the Additional Insured has been added as an additional insured on other policies. S. Additional Insureds - Protection of Your Limits This provision applies to any person or organization who qualifies as an additional insured under any form or endorsement under this Policy. 1. The following is added to Condition 2. Duties in the Event of Occurrence, Offense, Claim or Suit: An additional insured under this Endorsement will as soon as practicable: CG 89 70 (Ed. 11/14) (Page 10 of 12) r ci*n iiaiiA*ParoRiaRaq-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC uz a a 1 6 9 GREAT AMERICAN INSURANCE CO a. give written notice of an "occurrence" or an offense that may result in a claim or "suit" under this insurance to us; b. tender the defense and indemnity of any claim or "suit" to all insurers whom also have insurance available to the Additional Insured; and c. agree to make available any other insurance which the Additional Insured has for a loss we cover under this Coverage Part. d. we have no duty to defend or indemnify an additional insured under this Endorsement until we receive written notice of a "suit" by the Additional Insured. 2. The Limits of Insurance applicable to the Additional Insured are those specified in a written contract or written agreement or the Limits of Insurance stated in the Declarations of this Policy and defined in SECTION III - LIMITS OF INSURANCE of this Policy, whichever are less. These limits are inclusive of and not in addition to the Limits of Insurance available under this Policy. T. Blanket Waiver of Transfer of Rights of Recovery Against Others to Us (Subrogation) Under SECTION IV - COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to Condition 8. Transfer of Rights of Recovery Against Others to Us: If required by a written contract or written agreement, we waive any right of recovery we may have against a person or organization because of payment we make for injury or damage arising out of your ongoing operations or "your work" done under a contract for that person or organization and included in the "products -completed operations hazard" provided that the injury or damage occurs subsequent to the execution of the written contract or written agreement. U. Property Damage Extension with Voluntary Payments 1. The following is added to paragraph 1. Insuring Agreement of SECTION I - COVERAGE A - Bodily Injury and Property Damage Liability: At your request we will pay for "loss" to property of others caused by your business operations for which this Policy provides liability insurance. Such payment will be made without regard to your legal obligation to do so. The "loss" must occur during the policy period and must take place in the "coverage territory." 2. With respect to the coverage afforded under paragraph 1. above, paragraph 2. Exclusions of SECTION I - COVERAGES A - Bodily Injury and Property Damage Liability is amended as follows: Exclusions j.(3), j.(4), j.(5) and j.(6) are deleted. 3. As respects coverage afforded by this coverage, SECTION III - LIMITS OF INSURANCE is replaced by the following: Regardless of the number of insureds, claims made or "suits" brought or persons or organizations making claims or bring "suits": 1. Subject to 2. Below, the most we will pay for one or more "loss" arising out of any one "occurrence" is $ 1,000. 2. The aggregate amount we will pay for the sum of all "loss" in an annual period is $ 5,000. This aggregate amount is part of and not in addition to the General Aggregate Limit described in paragraph 2. of SECTION III - LIMITS OF INSURANCE. CG 89 70 (Ed. 11/14) (Page 11 of 12) r * ci*n iiaiiA*ParoRiaRaq-nn 121202914 *D/B ORIG IMAGE COPY DocuSign Envelope ID: 23884651-E76D-4262-B31 A-02D89093B4AC uz a a 1 6 9 GREAT AMERICAN INSURANCE CO V. Who Is an Insured - Fellow Employee Extension - Management Employees 1. The following is added to paragraph 2.a.(1) of SECTION II - WHO IS AN INSURED: Paragraph (a) and (b) above do not apply to "bodily injury" or "personal and advertising injury" caused by an "employee" who is acting in a supervisory capacity for you. Supervisory capacity as used herein means the "employee's" job responsibilities assigned by you, including the direct supervision of other "employee" of yours. However, none of these "employees" are insureds for "bodily injury" or "personal and advertising injury" arising out of their willful conduct, which is defined as the purposeful or willful intent to cause "bodily injury" or "personal and advertising injury," caused in whole or in part by their intoxication by liquor or controlled substances. This coverage is excess over any other valid and collectable insurance available to your "employee." W. Broadened Personal and Advertising Injury 1. Unless "Personal and Advertising Injury" is excluded from this Policy, the following is added to SECTION V - DEFINITIONS Item 14.: h. mental injury, mental anguish, humiliation, or shock, if directly resulting from Items 14.a. through 14.e. CG 89 70 (Ed. 11/14) (Page 12 of 12) DocuSign Envelope ID: 23884B51-E76D-42B2-B31 A-02D89093B4AC Farm (Rev. November2017) Department of the Treasury Internal Revenue Service Request for Taxpayer Identification Number and Certification ■ Go to www.irs.govIFormW9 for instructions and the latest information. Give Form to the requester. Do not send to the IRS. Print or type. See Specific instructions on page 3. 1 Name (as shown on your income tax return). Name Is required on this line; do not leave this line blank. Grassroots Ecology 2 Business name/disregarded entity name, if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check following seven boxes. [I Individual/sole proprietor or 0 C Corporation In S Corporation [71Partnership single -member LLC 0 Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) Note: Check the appropriate box in the line above for the tax classification of the single -member owner. LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single Is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑J Other (see instructions) ■ Non -Profit Organization only one of the _ El Trust/estate ■ 4 Exemptions certain entities, instructions Exempt payee Exemption code (if any} (Apexssfoaccounts (codes apply only to not individuals: see on page 3): code if any) from FATCA reporting Do not check of the LLC is -member LLC that mainro4rod=Osfd',MaUS1 5 Address (number, street, and apt. or suite no.) See instructions. 3921 East Bayshore Road Requester's name and address (optional) 6 City, state, and ZIP code Palo Alto, CA 94303 7 List account number(s) here (optional) Part 1 Taxpayer Identification Number (TIN) Enter your TIN In the appropriate box. The TIN provided must match the name given on line 1 to avoid social security number backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Number To Give the Requester for guidelines on whose number to enter. or Employer identification number 8 1 3 7 0 7 6 4 3 Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified ma that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the Instructions for Part I I, later. Sign Here Signature of aJ J /1 U.S. person ■ �j C•� f4— Date ■ W22/18 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9. Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following. ■ Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. lfyou do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 11-2017) CITY OF PALO ALTO City of Palo Alto (ID # 9711) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/5/2018 Summary Title: Resolution Vacating Public Service Easement at 3001 El Camino Real Title: Adoption of a Resolution Summarily Vacating Public Utility Easement at 3001 El Camino Real From: City Manager Lead Department: Administrative Services RECOMMENDATION Staff recommends that City Council approve the attached Resolution Summarily Vacating a 5 - foot Public Utilities Easement (PUE) at 3001 El Camino Real. DISCUSSION The property owners have requested that the City vacate the 5 -foot public utility easement (PUE) for electric facilities located on their property at 3001 El Camino Real. The PUE was filed for record in the Office of the Recorder of the County of Santa Clara, State of California, on December 20, 1965, in Book 7217 of Official Records at Pages 132-134 as document 2978789. The owner has granted the City two (2) new easements for public utilities. Therefore, this PUE is no longer necessary for any future public purpose. Staff has notified AT&T (formerly SBC Communications), the City Utilities, Public Works and Planning Departments of the proposal to vacate the PUE and all concur with the vacation and the two (2) replacement PUEs. The PUE is to be vacated in accordance with Section 8333 of the California Streets and Highways Code. RESOURCE IMPACT The easement vacation processing fee of $1,683, as set forth in the Municipal Fee Schedule, was waived as a condition of the owners granting the City new easement for public utilities in another suitable location on this property. The new grant of easement is shown on the parcel map, which shall be approved prior to building permit issuance. POLICY IMPLICATIONS The recommendation does not represent any change to City policies. The Planning Department has determined that the vacation of this easement is in conformity with the Palo Alto Comprehensive Plan. City of Palo Alto Page 1 ENVIRONMENTAL REVIEW The proposed summary vacation of the public utilities easements is categorically exempt from the review under the California Environmental Quality Act (CEQA) pursuant to Title 14 California Code of Regulations Section 15305 as a minor alteration in land use limitations. ATTACHMENTS Attachment A: 3001 El Camino Real Summary Vacation Attachments: • Attachment A: Resolution Vacating a 5' Public Service Easement at 3001 El Camino Real City of Palo Alto Page 2 ATTACHMENT A Recorded at no charge in accordance with Streets & Highways Code Section 8325 at the request of and when recorded return to: CITY OF PALO ALTO/REAL ESTATE 250 Hamilton Avenue P.O. BOX 10250 PALO ALTO, CA 94303 SPACE ABOVE LINE FOR RECORDER'S USE A.P. No.: 132-37-056 Project No.: CEV Project: Vacation of Easement 3001 El Camino Real SUMMARY VACATION RESOLUTION NO. RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO SUMMARILY VACATING a 5 -FOOT PUBLIC SERVICE EASEMENT AT 3001 EL CAMINO REAL WHEREAS, Chapter 4 of the Public Streets, Highways and Service Easements Vacation Law, commencing with Streets and Highways Code section 8330, provides for summary vacation of streets and public service easements; and WHEREAS, the 5 -Foot easement was accepted by the City of Palo Alto and recorded in the Office of the Santa Clara County, filed for record on December 20, 1965 as instrument No. 2978789, in Book 7217, at pages 132 through 134, and; WHEREAS, Section 8333 of the Streets and Highways Code authorizes the City Council to summarily vacate public service utilities easements which are no longer necessary when the easements have been superseded by relocation and no other public facilities are located within the easements; and WHEREAS, the City council intends to summarily vacate the Public Service Easements for Utilities as more particularly described herein in Exhibit "A" attached to this resolution and depicted on the plat map attached as Exhibit "B" to this 1 resolution; and NOW, THEREFORE, the City Council does hereby RESOLVE as follows: SECTION 1. This vacation is made under the authority of California Streets and Highways Code Chapter 4 of part 3 of Division 9, commencing at Section 8330 et. seq. 1. The Public Service Easement described herein on Exhibit "A" and depicted on the plat map attached as Exhibit "B" have been superseded by relocation; and 2. No public facilities are located within the said Public Service Easements; and 3. The public convenience and necessity do not require reservation of any portion of these easements; and 4. The Council has considered the Palo Alto Comprehensive Plan and ratifies the determination of the planning department that the vacation of the public service easement is in conformity with the Palo Alto Comprehensive Plan. SECTION 2. Based upon the findings made in Section 1 of this Resolution and the provisions of Section 8333 of the Streets and Highways Code, the City Council does hereby order that the public service easement as shown on the attached map shall be and hereby is summarily vacated. SECTION 3. The City Clerk, acting by and through the Real Property Manager, is hereby directed to record at Santa Clara County Records a certified copy of this Resolution, including the Map. SECTION 4. The public service easement for utilities described in Exhibit "A" and depicted in the plat map attached as Exhibit "B" will no longer constitute public service easements from and after the date of recordation of the documents identified in Section 3 of this Resolution. SECTION 5. The Council finds that the summary vacation of the public service easement is exempt from review under the California Environmental Act pursuant to Title 14 California Code of Regulations section 15305 as a minor alteration in land use limitations. 2 INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Senior Asst. City Attorney City Manager Director of Administrative Services 3 October 10, 2018 Job No. A10128-2 Page 1 of 1 EXHIBIT "A" LEGAL DESCRIPTION FOR: PUBLIC UTLITY EASEMENT VACATION That certain five (5.00) foot wide Public Utility Easement situate in the City of Palo Alto, County of Santa Clara, State of California, as described in that certain Grant of Easement recorded on December 20, 1965 in Book 7217 at Page 132 as Instrument No. 2978789 of Official Records, Santa Clara County. As shown on Exhibit "B" attached hereto and by this reference made a part hereof. Legal Description prepared by Kier & Wright, Civil Engineers & Surveyors, Inc. Date la —l'—/6 Z:120101A10128-21DOCSISURVEYIEASEMENT VACATIONIPUE VACATION -Legal Description.docx OLIVE AVENUE (FORMERLY PALM AVENUE, 60' WIDE) LOT 1 (BLOCK 3) (K M 47) LOT 2 (BLOCK 3) (K M 47) LOT 3 (BLOCK 3) (K M 47) ON PARCEL TWO GRANT DEED (DOC NO. 22610889) APN: 132-37-056 PARCEL ONE GRANT DEED (DOC NO. 22610889) APN: 132-37-055 OD 5.00' P.U.E. (7217 O.R. 132) (INSTRI1JMENT NO. 2978789) TO BE VACATED L O r 4 (BLOCK 3) (K M 47) LEGEND DISTINCTIVE BORDER LOT LINE ADJACENT PROPERTY LINE FORMER PROPERTY LINE EASEMENT LINE OFFICIAL RECORDS PUBLIC UTILITY EASEMENT ID e O.R. P.U.E. LOT 21 (BLOCK 3) (K M 47) IMP IND LOT 20 (BLOCK 3) (K M 47) LOT 6 (BLOCK 3) (K M 47) 0 15' 30' 60' im ilimomi Scale 1" = 30' LOT 7 (BLOCK 3) (K M 47) PLAT TO ACCOMPANY LEGAL DESCRIPTION FOR: PUBLIC UTILITY EASEMENT VACATION PALO ALTO CALIFORNIA DATE OCT., 2018 SCALE 1" = 30' DR. BY EK EXHIBIT "B" NUR timing 2 \2mouwi2R-2 alw\SURxnpursulols8-2-00Pu[ veudn OCIORER 181018 436 RI W KIER & WRIGHT CIVIL ENGINEERS & SURVEYORS, INC. 3350 Scott Boulevard, Building 22 (408) 727 6665 Santa Clara, California 95054 fax (408) 727 5641 JOB A10128-2 SHEET NO. 1 OF 1 CITY OF PALO ALTO City of Palo Alto (ID # 9711) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/5/2018 Summary Title: Resolution Vacating Public Service Easement at 3001 El Camino Real Title: Adoption of a Resolution Summarily Vacating Public Utility Easement at 3001 El Camino Real From: City Manager Lead Department: Administrative Services RECOMMENDATION Staff recommends that City Council approve the attached Resolution Summarily Vacating a 5 - foot Public Utilities Easement (PUE) at 3001 El Camino Real. DISCUSSION The property owners have requested that the City vacate the 5 -foot public utility easement (PUE) for electric facilities located on their property at 3001 El Camino Real. The PUE was filed for record in the Office of the Recorder of the County of Santa Clara, State of California, on December 20, 1965, in Book 7217 of Official Records at Pages 132-134 as document 2978789. The owner has granted the City two (2) new easements for public utilities. Therefore, this PUE is no longer necessary for any future public purpose. Staff has notified AT&T (formerly SBC Communications), the City Utilities, Public Works and Planning Departments of the proposal to vacate the PUE and all concur with the vacation and the two (2) replacement PUEs. The PUE is to be vacated in accordance with Section 8333 of the California Streets and Highways Code. RESOURCE IMPACT The easement vacation processing fee of $1,683, as set forth in the Municipal Fee Schedule, was waived as a condition of the owners granting the City new easement for public utilities in another suitable location on this property. The new grant of easement is shown on the parcel map, which shall be approved prior to building permit issuance. POLICY IMPLICATIONS The recommendation does not represent any change to City policies. The Planning Department has determined that the vacation of this easement is in conformity with the Palo Alto Comprehensive Plan. City of Palo Alto Page 1 ENVIRONMENTAL REVIEW The proposed summary vacation of the public utilities easements is categorically exempt from the review under the California Environmental Quality Act (CEQA) pursuant to Title 14 California Code of Regulations Section 15305 as a minor alteration in land use limitations. ATTACHMENTS Attachment A: 3001 El Camino Real Summary Vacation Attachments: • Attachment A: Resolution Vacating a 5' Public Service Easement at 3001 El Camino Real City of Palo Alto Page 2 ATTACHMENT A Recorded at no charge in accordance with Streets & Highways Code Section 8325 at the request of and when recorded return to: CITY OF PALO ALTO/REAL ESTATE 250 Hamilton Avenue P.O. BOX 10250 PALO ALTO, CA 94303 SPACE ABOVE LINE FOR RECORDER'S USE A.P. No.: 132-37-056 Project No.: CEV Project: Vacation of Easement 3001 El Camino Real SUMMARY VACATION RESOLUTION NO. RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO SUMMARILY VACATING a 5 -FOOT PUBLIC SERVICE EASEMENT AT 3001 EL CAMINO REAL WHEREAS, Chapter 4 of the Public Streets, Highways and Service Easements Vacation Law, commencing with Streets and Highways Code section 8330, provides for summary vacation of streets and public service easements; and WHEREAS, the 5 -Foot easement was accepted by the City of Palo Alto and recorded in the Office of the Santa Clara County, filed for record on December 20, 1965 as instrument No. 2978789, in Book 7217, at pages 132 through 134, and; WHEREAS, Section 8333 of the Streets and Highways Code authorizes the City Council to summarily vacate public service utilities easements which are no longer necessary when the easements have been superseded by relocation and no other public facilities are located within the easements; and WHEREAS, the City council intends to summarily vacate the Public Service Easements for Utilities as more particularly described herein in Exhibit "A" attached to this resolution and depicted on the plat map attached as Exhibit "B" to this 1 resolution; and NOW, THEREFORE, the City Council does hereby RESOLVE as follows: SECTION 1. This vacation is made under the authority of California Streets and Highways Code Chapter 4 of part 3 of Division 9, commencing at Section 8330 et. seq. 1. The Public Service Easement described herein on Exhibit "A" and depicted on the plat map attached as Exhibit "B" have been superseded by relocation; and 2. No public facilities are located within the said Public Service Easements; and 3. The public convenience and necessity do not require reservation of any portion of these easements; and 4. The Council has considered the Palo Alto Comprehensive Plan and ratifies the determination of the planning department that the vacation of the public service easement is in conformity with the Palo Alto Comprehensive Plan. SECTION 2. Based upon the findings made in Section 1 of this Resolution and the provisions of Section 8333 of the Streets and Highways Code, the City Council does hereby order that the public service easement as shown on the attached map shall be and hereby is summarily vacated. SECTION 3. The City Clerk, acting by and through the Real Property Manager, is hereby directed to record at Santa Clara County Records a certified copy of this Resolution, including the Map. SECTION 4. The public service easement for utilities described in Exhibit "A" and depicted in the plat map attached as Exhibit "B" will no longer constitute public service easements from and after the date of recordation of the documents identified in Section 3 of this Resolution. SECTION 5. The Council finds that the summary vacation of the public service easement is exempt from review under the California Environmental Act pursuant to Title 14 California Code of Regulations section 15305 as a minor alteration in land use limitations. 2 INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Mayor APPROVED AS TO FORM: APPROVED: Senior Asst. City Attorney City Manager Director of Administrative Services 3 October 10, 2018 Job No. A10128-2 Page 1 of 1 EXHIBIT "A" LEGAL DESCRIPTION FOR: PUBLIC UTLITY EASEMENT VACATION That certain five (5.00) foot wide Public Utility Easement situate in the City of Palo Alto, County of Santa Clara, State of California, as described in that certain Grant of Easement recorded on December 20, 1965 in Book 7217 at Page 132 as Instrument No. 2978789 of Official Records, Santa Clara County. As shown on Exhibit "B" attached hereto and by this reference made a part hereof. Legal Description prepared by Kier & Wright, Civil Engineers & Surveyors, Inc. Date la —l'—/6 Z:120101A10128-21DOCSISURVEYIEASEMENT VACATIONIPUE VACATION -Legal Description.docx OLIVE AVENUE (FORMERLY PALM AVENUE, 60' WIDE) LOT 1 (BLOCK 3) (K M 47) LOT 2 (BLOCK 3) (K M 47) LOT 3 (BLOCK 3) (K M 47) ON PARCEL TWO GRANT DEED (DOC NO. 22610889) APN: 132-37-056 PARCEL ONE GRANT DEED (DOC NO. 22610889) APN: 132-37-055 OD 5.00' P.U.E. (7217 O.R. 132) (INSTRI1JMENT NO. 2978789) TO BE VACATED L O r 4 (BLOCK 3) (K M 47) LEGEND DISTINCTIVE BORDER LOT LINE ADJACENT PROPERTY LINE FORMER PROPERTY LINE EASEMENT LINE OFFICIAL RECORDS PUBLIC UTILITY EASEMENT ID e O.R. P.U.E. LOT 21 (BLOCK 3) (K M 47) IMP IND LOT 20 (BLOCK 3) (K M 47) LOT 6 (BLOCK 3) (K M 47) 0 15' 30' 60' im ilimomi Scale 1" = 30' LOT 7 (BLOCK 3) (K M 47) PLAT TO ACCOMPANY LEGAL DESCRIPTION FOR: PUBLIC UTILITY EASEMENT VACATION PALO ALTO CALIFORNIA DATE OCT., 2018 SCALE 1" = 30' DR. BY EK EXHIBIT "B" NUR timing 2 \2mouwi2R-2 alw\SURxnpursulols8-2-00Pu[ veudn OCIORER 181018 436 RI W KIER & WRIGHT CIVIL ENGINEERS & SURVEYORS, INC. 3350 Scott Boulevard, Building 22 (408) 727 6665 Santa Clara, California 95054 fax (408) 727 5641 JOB A10128-2 SHEET NO. 1 OF 1 CITY OF PALO ALTO City of Palo Alto (ID # 9742) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/5/2018 Summary Title: Adoption of the Fiscal Year 2019 Investment Policy Title: Adoption of the Fiscal Year 2019 Investment Policy From: City Manager Lead Department: Administrative Services Recommendation The Finance Committee and Staff recommend the City Council approve the Fiscal Year 2019 Investment Policy update (Attachment A). Discussion At its meetings on September 4, 2018, the Finance Committee unanimously approved and recommended that the City Council accept the Fiscal Year 2019 Investment Policy (Policy) update (CMR ID # 9289). The Finance Committee minutes are available at: Finance Committee September 4, 2018 Minutes Staff recommends the City Council approve the City's Investment Policy (Policy) with the following changes: 1. Add language codifying the existing environmental, social and governance (ESG) practice (Page 3 of Attachment A). 2. Increase the Negotiable Certificates of Deposit (NCD) not to exceed limit to 20 percent from 10 percent of the par value of the portfolio (Page 7 of Attachment A) to allow for greater investment with community banks and increase portfolio diversification. 3. Add "Supranational Organizations Securities" as authorized investments to increase social investing with not to exceed 10 years of maturity, no more than 20 percent of the par value of the portfolio, no more than 10 percent of par value with any one institution, and with a minimum rating of double A, and limited to United States dollar denominated senior debt obligations of International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC) and Inter -American Development Bank (IADB). Update Appendix A and C to reflect the addition of supranational organizations as authorized investments (Pages 7, 8, 14, 15, & 21 of Attachment A). City of Palo Alto Page 1 4. Add Manager of Treasury, Debt & Investments and Senior Management Analyst as an authorized investment personnel (Pages 8 & 9 of Attachment A) to align with job duties. 5. Increase the Manager of Treasury, Debt & Investments and Senior Management Analyst's authority to transfer funds from the City's general (checking) account to an authorized financial institution to $10 million per day from $8 million per day (Pages 8 & 9 of Attachment A) to better align with increased cash activities. 6. Remove the Tennessee Valley Authority (TVA) agency securities as an authorized investment and keep their existing $9.4 million investments to maturity (Page 11 of Attachment A) to reflect the transition out of fossil fuel -related investments. 7. Add under SCOPE section (Page 3 of Attachment A) that Public Agency Retirement Services (PARS) section 115 irrevocable trust investments are not covered by the Investment Policy. 8. Add the rating service agency Fitch as an example of a nationally recognized rating service; currently Moody's and Standard and Poor's are only mentioned (Pages 5 to 7 of Attachment A). Discussions of the above recommendations are included in (CMR ID # 9289) (Attachment B). Based on individual Finance Committee member's questions/inquiries, staff is providing additional information in the areas of: 1) The long-term financial implications of the proposed changes to the Policy. 2) How proposed changes to the Investment Policy will impact the City's portfolio structure, the City's investment return, and the change in level of risk associated with investing in "Supranational Organizations Securities". 3) Financing strategies staff considers, from a cash flow and planning perspective, related to major capital projects. The Policy's primary objectives are to ensure the safety of public funds, maintain sufficient liquidity to meet all reasonably anticipated operational requirements, and achieve a reasonable rate of return (in this order). Included within these objectives are potential financial (positive and negative) and/or, if applicable, environmental, social, and governance (ESG) consideration in deciding whether an authorized investment is a good fit for the City's portfolio. The proposed changes to the investment policy, in the short and long-term, allow for more flexibility in investments in highly rated ESG securities and further portfolio diversification. Supranational securities are well capitalized, have strong credit support from member countries, and are highly rated (triple A). These qualities plus the additional diversification they will provide are expected to enhance the portfolio's safety; however, yields offered on securities are commensurate with the perceived risks of principal loss on that security. Since Triple A rated securities have a lower perceived risk which is reflected in their lower interest rates, these securities are not expected to enhance the portfolio's yields beyond the rising interest rate environment we're in today. Staff considers and weighs a security's safety and City of Palo Alto Page 2 liquidity which, sometimes, may result in sacrificing yield, however, since the interest rate spread between high rated securities (e.g. between triple A and double A) is narrow at this time, buying triple A rated Supranational securities are not expected to adversely impact the portfolio's return. Over the longer term this may change, however, since safety is paramount in the Policy, sometimes, a lesser rate of return is consistent with staff's mandate to safeguard the public funds. Beyond the scope of the Investment Policy, the Finance Committee was interested in the factors that staff considers when, from a cash flow and financial planning perspective, analyzing financing for capital investments (e.g. property acquisitions, new building construction, and rehabilitation/replacement of major capital assets, etc.). Determining the funding source of a capital project, whether bond issuance, use of reserves, or other mechanisms, is done through the annual budget process and is also guided by the City's Debt Policy (DP). The DP's underlying approach is to borrow only for capital improvements that cannot be funded on a pay-as-you-go basis. Maintaining the City's strong credit rating is also considered when planning how a capital project will be funded which includes the City's overall financial health and reserve levels. Further debt financing guidelines are in the Debt Policy. Attachments: • Attachment A: Proposed City of Palo Alto Investment Policy, Fiscal Year 2018-19 • Attachment B: FY 2019 Finance Committee Investment Policy Report ID # 9289 City of Palo Alto Page 3 Attachment A PROPOSED CITY OF PALO ALTO Investment Policy Fiscal Year 2018-19 With Changes INTRODUCTION The City of Palo Alto invests its pooled idle cash according to State of California law and the charter of the City of Palo Alto. In particular, the City follows "The Prudent Investor Standard" cited in the State Government Code (Section 53600.3). Under this standard, all governing bodies of local agencies or persons authorized to make investment decisions on behalf of the City are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency. INVESTMENT PHILOSOPHY The basic principles underlying Palo Alto's investment philosophy is to ensure the safety of public funds; provide that sufficient money is always available to meet current expenditures; and achieve a reasonable rate of return on its investments. The City's preferred and chief practice is to buy securities and to hold them to their date of maturity rather than to trade or sell securities prior to maturity. The City may, however, elect to sell a security prior to its maturity should there be a significant financial need. If securities are purchased and held to their maturity date, then any changes in the market value of those securities during their life will have no effect on their principal value. Under a buy and hold philosophy, the City is able to protect its invested principal. The economy, the money markets, and various financial institutions (such as the Federal Reserve System) are monitored carefully to make prudent investments and to assess the condition of the City's portfolio. INVESTMENT OBJECTIVES 1 The primary objectives, in priority order, of investment activities shall be safety, liquidity, and yield: 1. Safety: Safety of principal is the foremost objective of the investment program. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. The objective will be to mitigate credit risk and interest rate risk. a) Credit risk is the risk that an obligation will not be paid and a loss will result. The City will seek to minimize this risk by: • Limiting investment to the safest types of securities as listed in the "Authorized Investment" section • Diversifying its investments among the types of securities that are authorized under this investment policy b) Interest rate risk is the risk that changes in interest rates will adversely affect the value of an investor's portfolio. For example, an investor with large holdings in long-term bonds has assumed significant interest rate risk because the value of the bonds will fall if interest rates rise. The City can minimize this risk by: • Buying and holding its securities until maturity • Structuring the investment portfolio so that securities mature to meet cash flow requirements To further achieve the objective of safety, the amount that can be invested in all investment categories, excluding obligations of the U.S. Government and its agencies, is limited either as a percentage of the portfolio or by a specific dollar amount. These limits are defined under the "Authorized Investments" section. 2. Liquidity: Liquidity is the second most important objective of the investment program. The investment portfolio shall remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated. This is accomplished by maintaining a portion of the portfolio in liquid money market mutual funds or local government investment pools. In addition, the City will maintain one month's cash needs in short term investments and at least $50 million shall be maintained in securities maturing in less than two years. Since all possible cash demands cannot be anticipated, however, the portfolio will consist of securities with active secondary or resale markets should the need to sell a security prior to maturity arises. 3. Yield: Yield on the City's portfolio is last in priority among investment objectives. The investment portfolio shall be designed to obtain a market rate of return that reflects the authorized investments, risk constraints, and liquidity needs outlined in the City's investment policy. Compared to similar sized cities, the City of Palo Alto should be able to take advantage of its relatively large reserve balances to achieve higher yields through long-term investments. In addition, the City will strive to maintain the level of investment of idle funds as close to 100 percent as possible. 2 ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) RESPONSIBILITIES In addition to and subordinate to the above investment objectives (e.g. Safety, Liquidity, & Yield), the City has a desire to encourage investments that support sound environmental, social and governance (ESG) investing. While the portfolio may not be classified as an ESG portfolio, investments in entities that support community well-being through safe and environmentally sound practices and fair labor practices and equality of rights regardless of sex, race, age, disability, or sexual orientation is encouraged. Direct investments are discouraged in entities that manufacture tobacco products, firearms, and engage in direct production or drilling of fossil fuels. This section applies to new investments only and does not require divestment of existing investments. Investments in Certificates of Deposit (CDs) and Negotiable Certificates of Deposit are exempt from the ESG investing requirement. SCOPE A. This investment policy shall apply to all financial assets of the City of Palo Alto as accounted for in the Comprehensive Annual Financial Report (CAFR), including but not limited to the following funds: 1. General Fund 2. Special Revenue Funds 3. Debt Service Funds 4. Capital Project Fund 5. Enterprise Funds 6. Internal Service Funds 7. Trust and Agency Funds B. The policy does not cover funds held by the California Public Employees Retirement System (Ca1PERS),or funds of the Deferred Compensation programs (e.g. ICMA, Hartford), and Public Agency Retirement Services (PARS) section 115 irrevocable trust. C. Investments of bond proceeds shall be governed by the provisions of the related bond indentures. GENERAL INVESTMENT GUIDELINES 1. The maximum stated final maturity of individual securities in the portfolio should be ten years. 2. A maximum of 30 percent of the par value of the portfolio shall be invested in securities with maturities beyond five years. 3. The City shall maintain a minimum of one month's cash needs in short term 3 investments. 4. At least $50 million shall be maintained in securities maturing in less than 2 years. 5. Should the ratio of the market value of the portfolio to the book value of the portfolio fall below 95 percent, the Administrative Services Department will report this fact to the City Council within a reasonable time frame and evaluate whether there is any risk of holding any of the securities to maturity. 6. Commitments to purchase securities newly introduced on the market shall be made no more than three (3) working days before pricing. 7. Whenever possible, the City will obtain three or more quotations on the purchase or sale of comparable securities and take the higher yield on purchase or higher price on sale. This rule will not apply to new issues, which are purchased at market no more than three (3) working days before pricing, as well as to LAIF, City of Palo Alto bonds, money market accounts and mutual funds, all of which shall be evaluated separately. 8. Where the Investment Policy specifies a percentage limitation for a particular category of investment, that percentage is applicable only at the date of purchase. A later increase or decrease in a percentage resulting from a change in the portfolio's assets or values shall not constitute a violation of that restriction. As soon as possible, percentage limitations will be restored as investments mature in each category. AUTHORIZED INVESTMENTS The California Government Code (Sections 53600 et seq.) governs investment of City funds. The following investments are authorized: 1. U.S. Government Securities (e.g. Treasury notes, bonds and bills) Securities that are backed by the full faith and credit of the United States a) There is no limit on purchase of these securities. b) Securities will not exceed 10 years maturity. c) All purchased securities must have an explicit or a de facto backing of the full faith and credit of the U.S. Government. 2. U.S. Government Agency Securities — Obligations issued by the Federal Government agencies (e.g. Federal National Mortgage Association). a. There is no limit on purchase of these securities except for: • Callable and Multi -step-up securities provided that: 4 - The potential call dates are known at the time of purchase - The interest rates at which they "step-up" are known at the time of purchase - The entire face value of the security is redeemed at the call date - No more than 25 percent of the par value of the portfolio b. Securities will not exceed 10 years maturity. 3. California State, California Local Government Agencies, and other United States State Bonds a) Having at time of investment a minimum Double A (AA/Aa2) rating as provided by a nationally recognized rating service (e.g. Moody's, Fitch, and/or Standard and Poor's). b) May not exceed 20 percent of the par value of the portfolio. c) Investments include: i) Registered state warrants or treasury notes or bonds of the State of California and bonds, notes, warrants, or other evidences of indebtedness of any local agency within California, including bonds payable solely out of the revenues from a revenue producing property owned, controlled, or operated by the state or local agency or by a department, board, agency, or authority of the state or local agency. ii) Registered treasury notes or bond of any of the 49 United States in addition to the State of California, including bonds payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by a state or by a department, board, agency or authority of any of the other 49 United States, in addition to the State of California. 4. Certificates of Deposit (CD) - A debt instrument issued by a bank for a specified period of time at a specified rate of interest. a) May not exceed 20 percent of the par value of the portfolio. b) No more than 10 percent of the par value of the portfolio in collateralized CDs in any institution. c) Purchase collateralized deposits only from federally insured large banks that are rated by a nationally recognized rating service (e.g. Moody's, Fitch, and/or Standard and Poor's). d) For non -rated banks, deposit should be limited to amounts federally insured (FDIC). — See Appendix C e) Rollovers are not permitted without specific instruction from authorized City staff. 5. Banker's Acceptance Notes (BA) — Bills of exchange or time drafts drawn on and accepted by commercial banks. Purchase of banker's acceptances are limited to: a) No more than 30 percent of the par value of the portfolio. b) Not to exceed 180 days maturity. c) No more than $5 million with any one institution. 6. Commercial Paper - Short-term unsecured obligations issued by banks, corporations, and other borrowers. Purchases of commercial paper are limited to: a) Having highest letter or numerical rating as provided for by a nationally recognized rating service (e.g. Moody's, Fitch, and/or Standard and Poor's). b) No more than 15 percent of the par value of the portfolio. c) Not to exceed 270 days maturity. d) No more than $3 million or 10 percent of the outstanding commercial paper of any one institution, whichever is lesser. 7. Local Agency Investment Fund (LAIF) — A State of California managed investment pool may be used up to the maximum permitted by California State Law. 8. Short -Term Repurchase Agreements (REPO) — A contractual agreement between a seller and a buyer, usually of U.S. government securities, whereby the seller agrees to repurchase the securities at an agreed upon price and, usually, at a stated time. a) Not to exceed 1 year. b) Market value of securities that underlay a repurchase agreement shall be valued at 102 percent or greater of the funds borrowed against those securities. c) A Master Repurchase agreement must be signed with the bank or dealer. 9. Money Market Deposit Accounts — Liquid bank accounts which seek to maintain a net asset value of $1.00. 10. Mutual Funds which seek to maintain a net asset value of $1.00 and which are limited essentially to the above investments and further defined in note 9 of Appendix A a) No more than 20 percent of the par value of the portfolio. b) No more than 10 percent of the par value with any one institution. 11. Negotiable Certificates of Deposit (NCD) issued by nationally or state chartered banks and state or federal savings institutions and further defined in note 11 of Appendix A. Purchases of negotiable certificates of deposit: a) May not exceed 4-020 percent of the par value of the portfolio. b) No more than $5 million in any one institution. 12. Medium -Term Corporate Notes — Issued by corporation organized and operating within the United States or by depository institutions licensed by the United States or any state and operating with the United States. a) Not to exceed 5 years maturity. b) Securities eligible for investment shall have a minimum rating of AA or Aa2 from a nationally recognized rating service (e.g. Moody's, Fitch, and/or Standard & Poor's). c) No more than 10 percent of the par value of the portfolio. d) No more than $5 million of the par value may be invested in securities of any single issuer, other than the U.S. Government, its agencies and instrumentality. e) If securities owned by the City are downgraded by either Moody's, Fitch, or Standard & Poors to a level below AA or Aa2, it shall be the City's policy to review the credit situation and make a determination as to whether to sell or retain such securities in the portfolio. 13. Supranational Organizations Securities — Supranational organizations refer to International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC) and Inter -American Development Bank (IADB). a. Securities will not exceed 10 years maturity. b. No more than 20 percent of the par value of the portfolio. c. No more than 10 percent of the par value with any one institution. d. Securities eligible for investment shall have a minimum rating of AA or Aa2 from a nationally recognized rating service (e.g. Moody's, Fitch, and/or Standard & Poor's). e. Limited to United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by IBRD, IFC, and IADB. Appendix A provides a more detailed description of each investment vehicle and its security and liquidity features. Most of the City's short-term investments will be in securities which pay principal upon maturity, while long-term investments may be in securities that periodically repay principal, as well as interest. Most of the City's investments will be at a fixed rate. However, some of the investments may be at a variable rate, so long as that rate changes on specified dates in pre- determined increments. PROHIBITED INVESTMENTS: Includes all investments not specified above, and in particular: 1. Reverse repurchase agreements 2. Derivatives, as defined in Appendix B Appendix B provides a more detailed description of each investment, which is prohibited, for City investment. AUTHORIZED INVESTMENT PERSONNEL Idle cash management and investment transactions are the responsibility of the Administrative Services Department. The Administrative Services Depaitinent is under the control of the Director of Administrative Services (Director), as treasurer, who is subject to the direction and supervision of the City Manager. The Assistant Directors of Administrative Services, who reports to the Director, are authorized to make all investment transactions allowed by the Statement of Investment Policy. He or she may authorize the Manager of Treasury, Debt & Investments and/or Senior FinancialManagement Analyst/Investments (Manager and/or Analyst) to enter into investments within clearly specified parameters. The Investment function is under the supervision of the Assistant Director of Administrative Services (Assistant). The Assistant is charged with the responsibility to manage the investment program (portfolio), which includes developing and monitoring the City's cash flow model and developing long-term revenue and financing strategies and forecasts. The Manager and/or Analyst areis subject to the direction and supervision of the Assistant. The Manager and/or Analyst assist the Assistant, in the purchase and sale of securities. The Manager and/or Analyst also prepare the quarterly report, and record daily all investment transactions as to the type of investment, amount, yield, and maturity. Cash flow projections are prepared as needed. In all circumstances, approval from the Director of Administrative Services is required before selling 8 securities from the City's portfolio. The Manager and/or Analyst may also transfer no more than a total of $104 million a day from the City's general account to any one financial institution, without the prior approval of the Assistant Director of Administrative Services. No other person has authority to make investment transactions without the written authority of the Director or Assistant Director of Administrative Services. USE OF BROKERS AND DEALERS The Administrative Services Department maintains a list of acceptable dealers. A dealer acts as a principal in security transactions, selling securities from and buying securities for their own position. A dealer must have a) At least three years experience operating with California municipalities; b) Maintain an inventory of trading securities of at least $10 million; and c) Be approved by the Assistant Administrative Services Director before being added to the City's list of approved dealers. In addition, individual traders or agents representing a dealer: A dealer will be removed from the list should there develop a history of problems to include: failure to deliver securities as promised, failure to honor transactions as quoted, or failure to provide accurate information. SAFEKEEPING AND CUSTODY All securities shall be delivered to the City's safekeeping custodian and held in the name of the City of Palo Alto, with the exception of the following investments: a) Certificates of deposit, which may be held by the City itself. b) City shares in pooled investment funds, under contract. c) Mutual funds d) Local Agency Investment Fund (LAIF) POLICY REVIEW AND REPORTING ON INVESTMENTS Monthly, the Administrative Services Department will review performance in relation to -Council - adopted Policy. Quarterly, the Department will report to Council on: its performance in comparison to policy, explain any variances from policy, provide any recommendations for policy changes, and discuss overall compliance with the City's Investment Policy. In addition, the Department will provide Council with: 9 a) A detailed list of all securities, investments and monies held by the City, and b) Report on the City's ability to meet expenditure requirements over the next six months. Annually, the Administrative Services Department will present a Proposed Statement of Investment Policy, to include the delegation of investment authority, to the City Council for review during the annual budget process. All proposed changes in policy must be approved by the Council prior to implementation. Adopted by City Council October 22, 1984 Amended by City Council June 19, 2000 Monthly reporting effective January 1985 Amended by City Council June 11, 2001 Amended and Adopted by City Council June 24, 1985 Amended by City Council June 17, 2002 Amended by City Council December 2, 1985 Amended by City Council June 17, 2003 Amended by City Council June 23, 1986 Amended by City Council June 28, 2004 Amended by City Council June 22, 1987 Amended by City Council June 20, 2005 Amended by City Council August 8, 1988 Amended by City Council June 12, 2006 Amended by City Council November 28, 1988 Amended by City Council June 11, 2007 Amended by City Council June 26, 1989 Amended by City Council June 09, 2008 Amended by City Council May 14, 1990 Amended by City Council June 15, 2009 Amended by City Council June 24, 1991 Amended by City Council June 28, 2010 Amended by City Council June 22, 1992 Amended by City Council June 20, 2011 Amended by City Council June 23, 1993 Amended by City Council June 18, 2012 Amended by City Council June 20, 1994 Amended by City Council June 03, 2013 Amended by City Council June 19, 1995 Amended by City Council June 16, 2014 Amended by City Council June 24, 1996 Amended by City Council June 15, 2015 Amended by City Council June 23, 1997 Amended by City Council June 13, 2016 Amended by City Council January 26, 1998 Amended by City Council June 27, 2017 Amended by City Council June 22, 1998 Amended by City Council June 28, 1999 10 APPENDIX A EXPLANATION OF PERMITTED INVESTMENTS 1. U.S. Government Securities — United States Treasury notes, bonds, bills, or certificates of indebtedness or those for which the faith and credit of the United States are pledged for the payment of principal and interest. 2. U.S. Government Agency Securities - U.S. Government Agency Obligations include the securities of the Federal National Mortgage Association (FNMA), Federal Land Banks (FLB), Federal Intermediate Credit Banks (FICB), banks for cooperatives, Federal Home Loan Banks (FHLB), Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC), Student Loan Marketing Association (SLMA), Small Business Administration (SBA), Federal Farm Credit (FFC), and Federal Agricultural Mortgage Corporation (FAMC or FMAC)„ and Tennessee Valley Authority (TVA). Federal Agency securities are debt obligations that essentially result from lending programs of the Government. Federal agency securities differ from other types of securities, as well as among themselves. Their characteristics depend on the issuing agency. It is possible to distinguish three types of issues: (A) participation certificates (pooled securities), (B) Certificates of interest (pooled loans), (C) notes, bonds, and debentures. The securities of a few agencies are explicitly backed by the full faith and credit of the U.S. Government. All other issues purchased by the City have the de facto backing from the federal government, and it is highly unlikely that the government would let any agency default on its obligations. 3. Certificates of Deposit - A certificate of deposit (CDs) is a receipt for funds deposited in a bank, savings bank, or savings and loan association for a specified period of time at a specified rate of interest. Denominations are $250,000 and up. The first $250,000 of a certificate of deposit is guaranteed by the Federal Deposit Insurance Corporation (FDIC), if the deposit is with a bank or savings bank, or the Savings Association Insurance Fund (SAIF), if the deposit is with a savings and loan. CDs with a face value in excess of $250,000 can be collateralized by U.S. Government Agency and Treasury Department securities or first mortgage loans. Government securities must be at least 110 percent of the face value of the CD collateralized in excess of the first $250,000. The value of first mortgages must be at least 150 percent of the face value of the CD balance insured in excess of the first $250,000. Generally, CDs are issued for more than 30 days and the maturity can be selected by the purchaser. 4. Bankers' Acceptance - A Banker's acceptance (BA) is a negotiable time draft or bill of exchange drawn on and accepted by a commercial bank. Acceptance of the draft irrevocably obligates the bank to pay the bearer the face amount of the draft at maturity. BAs are usually created to finance the import and export of goods, the shipment of goods within the United States and storage of readily marketable staple commodities. In over 70 years of usage in the United States, there has been no known instance of principal loss to any investor in BAs. In addition to the guarantee by the accepting bank, the transaction is identified with a specific commodity. Warehouse receipts verify that the pledged commodities exist, and, by definition, these commodities are readily marketable. The sale of the underlying goods generates the 11 necessary funds to liquidate the indebtedness. BAs enjoy marketability since the Federal Reserve Bank is authorized to buy and sell prime BAs with maturities of up to nine months. The Federal Reserve Bank enters into repurchase agreements in the normal course of open market operations with BA dealers. As are sold at a discount from par. An acceptance is tied to a specific loan transaction; therefore, the amount and maturity of the acceptance is fixed. 5. Commercial Paper - Commercial paper notes are unsecured promissory notes of industrial corporations, utilities, and bank holding companies. Interest is discounted from par and calculated using actual number of days on a 360 -day year. The notes are in bearer form, with maturities up to 270 days selected by the purchaser, and denominations generally start at $100,000. There is a small secondary market for commercial paper notes and an investor may sell a note prior to maturity. Commercial paper notes are backed by unused lines of credit from major banks. Some issuer's notes are insured, while some are backed by irrevocable letters of credit from major banks. State law limits a City to investments in United States corporations having assets in excess of five hundred million dollars with an "A" or higher rating by a nationally recognized rating service for the issuer's debentures. Cities may not invest more than 25 percent of idle cash in commercial paper. 6. Local Agency Investment Fund Demand Deposit - The Local Agency Investment Fund LAIF) was established by the State to enable treasurers to place funds in a pool for investments. The City is limited to an investment of the amount allowed by LAIF (currently $40 million). LAIF has been particularly beneficial to those jurisdictions with small portfolios. Palo Alto uses this fund for short-term investment, liquidity, and yield. 7. Repurchase Agreements - A Repurchase Agreement (REPOS) is not a security, but a contractual arrangement between a financial institution or dealer and an investor. The agreement normally can run for one or more days. The investor puts up funds for a certain number of days at a stated yield. In return, the investor takes title to a given block of securities as collateral. At maturity, the securities are repurchased and the funds repaid, plus interest. Usually, amounts are $500,000 or more, but some REPOS can be smaller. 8. Money Market Deposit Accounts - Money Market Deposit Accounts are market -sensitive bank accounts, which are available to depositors at any time, without penalty. The interest rate is generally comparable to rates on money market mutual funds, though any individual bank's rate may be higher or lower. These accounts are insured by the Federal Deposit Insurance Corporation or the Savings Association Insurance Fund. 12 9. Mutual Funds - Mutual funds are shares of beneficial interest issued by diversified management companies, as defined by section 23701 M of the Revenue and Taxation Code. To be eligible for investment, these funds must: a) Attain the highest ranking in the highest letter and numerical rating provided by not less than two of the three largest nationally recognized rating services; or b) Have an investment advisor registered with the Securities and Exchange Commission with not less than five years' experience investing in the securities and obligations, as authorized by subdivisions (a) to (n), inclusive, of Section 53601 of the California Government Code, and with assets under management in excess of five hundred million dollars; and c) Invest solely in those securities and obligations authorized by Sections 53601 and 53635 of the California Government Code. Where the Investment Policy of the City of Palo Alto may be more restrictive than the State Code, the Policy authorizes investments in mutual funds that shall have minimal investment in securities otherwise restricted by the City's Policy. Minimal investment is defined as less than 5 percent of the mutual fund portfolio; and d) The purchase price of shares of beneficial interest purchased shall not include any commission that these companies may charge. e) Have a net asset value of $1.00. 10. Callable Securities and Multi -Step-ups: Callable securities are defined as fixed interest rate government agency securities that give the issuing agency the option of returning the invested funds at a specific point in time to the purchaser. Multi -step-ups are government agency securities in which the interest rate increases ("steps -up") at preset intervals, and which also have a callable option that allows the issuing agency to return the invested funds at a preset interval. Callable and multi -step-ups are permitted, provided that: • the potential call dates are known at the time of purchase; • the interest rates at which they "step-up" are known at the time of purchase; and • the entire face value of the security is redeemed at the call date. 13 11. Negotiable Certificates of Deposit (NCD). NCDs are large -dollar -amount, short-term certificate of deposit. Such certificates are issued by large banks and bought mainly by corporations and institutional investors. They are payable either to the bearer or to the order of the depositor, and, being negotiable, they enjoy an active secondary market, where they trade in round lots of $5 million. Although they can be issued in any denomination from $100,000 up, the typical amount is $1 million. Also called a Jumbo Certificate of Deposit. State law prohibits the investment of local agency funds in negotiable certificates of deposit issued by a state or federal credit union if a member of the legislative body of the local agency, or any person with investment decision making authority in the administrative, manager's, budget, auditor -controller's, or treasurer's offices of the local agency also serves on the board of directors, other credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificate of deposit. 12. Medium -Term Corporate Notes: Notes of a maximum of five years maturity issued by corporations organized and operating with the United States or by depository institutions licensed by the United States or any state and operating with the United States. According to California Code Section 53601, "Notes eligible for investment under this subdivision shall be rated in the rating category of "Double A" or its equivalent or better by a nationally recognized rating service. Purchase of medium -term notes may not exceed 30 percent of the agency's surplus money which may be invested pursuant to this section." 13. Supranational Securities: California Government Code (CGC 53601) defines allowable supranational securities as United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, the International Finance Corporation, and Inter -American Development Bank. Supranationals are well capitalized and in most cases have strong credit support from contingent capital calls from their member countries. CGC 53601 was amended effective January 1, 2015 to allow local agencies to invest in the senior debt obligations of these three supranational issuers which are eligible for purchase and resale within the United States. These entities were established with the purpose of ending poverty and raising the standard of living around the world through sustainable economic growth. a) The supranationals are international organization owned by member countries. Again, these are: • International Bank for Reconstruction and Development (IBRD or World Bank), a member of the World Bank Group, provides direct loans and guarantees to sovereigns and government -backed projects • International Finance Corporation (IFC), a member of the World Bank Group, supports the creation and growth of private companies through direct lending and equity investment, attracting third party capital, and providing advisory services • Inter -American Development Bank (IADB), a member of the Inter -American Development Bank Group, provides loans, grants, and guarantees to sovereigns in Latin America and the Caribbean 14 b) Additional characteristics shared by the IBRD, IFC, and IADB include: • Headquartered in Washington, D.C. with the United States as the largest shareholder of each organization • Rated AAA/Aaa by S&P and Moody's APPENDIX B EXPLANATION OF PROHIBITED INVESTMENTS 1. Reverse Repurchase Agreements: A Reverse Repurchase Agreement (Reverse REPO) is a contractual agreement by the investor (e.g. local agency) to post a security it owns as collateral, and a bank or dealer temporarily exchanges cash for this collateral, for a specific period of time, at an agreed -upon interest rate. During the period of the agreement, the local agency may use this cash for any purpose. At maturity, the securities are repurchased from the bank or dealer, plus interest. California law contains a number of restrictions on the use of Reverse REPOS by local agencies. 2. Derivatives: A derivative is a financial instrument created from, or whose value depends on (is derived from), the value of one or more underlying assets or indices. The term "derivative" refers to instruments or features, such as collateralized mortgage obligations, forwards, futures, currency and interest rate swaps, options, caps and floors. Except for those callable and multi- step -up securities as described under Permitted Investments, derivatives are prohibited. Certain derivative products have characteristics which could include high price volatility, liquid markets, products that are not market -tested, products that are highly leveraged, products requiring a high degree of sophistication to manage, and products that are difficult to value. According to California law, a local agency shall not invest any funds in inverse floaters, range notes, or interest -only strips that are derived from a pool of mortgages. 16 APPENDIX C GLOSSARY OF INVESTMENT TERMS AGENCIES: Federal agency and instrumentality securities. ASKED: The price at which securities are offered. BID: The price offered by a buyer of securities (when one sells securities, one asks for a bid). See "Offer ". BROKER: A broker brings buyers and sellers together so that he can earn a commission. COLLATERAL: Securities, evidence of deposit, or other property, which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies. COMPREHENSIVE ANNUAL FINANCIAL REPORT ("CAFR"): The official annual report for the City of Palo Alto. It includes combined financial statements for each individual fund and account group prepared in conformity with GAAP. It also includes supporting schedules that are necessary to demonstrate compliance with finance -related legal and contractual provisions, extensive introductory material, and a detailed statistical section. COUPON: (a) The annual rate of interest that a bond's issuer promises to pay the bondholder on the bond's face value. (b) A certificate attached to a bond evidencing interest due on a payment date. DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his own account. DEBENTURE: A bond secured only by the general credit of the issuer. DELIVERY VERSUS PAYMENT: There are two methods of delivery of securities: (1) delivery versus payment (DVP); and (2) delivery versus receipt (DVR). DVP is delivery of securities with an exchange of money for the securities. DVR is delivery of securities with an exchange of a signed receipt for the securities. DISCOUNT: The difference between the acquisition cost of a security and its value at maturity when quoted at lower than face value. A security that sells below original offering price shortly after sale, is also is considered to be at a discount. DISCOUNT SECURITIES: Non -interest bearing money market instruments that are issued a discount and that are redeemed at maturity for full face value (e.g., U.S. Treasury Bills). DIVERSIFICATION: Dividing investment funds among a variety of securities that offer 17 independent returns. FEDERAL AGRICULTURAL MORTGAGE CORPORATION ("FAMC" or "FMAC"): A federal agency established in 1988 to provide a secondary market for farm mortgage loans. Informally called Farmer Mac. FEDERAL CREDIT AGENCIES: Agencies of the Federal Government that were established to supply credit to various classes of institutions and individuals (e.g., S&Ls, small business firms, students, farmers, farm cooperatives, and exporters). FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC"): A federal agency that insures all types of deposits received at an insured bank, including deposits in a checking account, negotiable order of withdrawal (NOW) account, savings account, money market deposit account (MMDA) or time deposit such as a certificate of deposit (CD). FDIC insurance covers depositors' accounts at each insured bank, dollar -for -dollar, including principal and any accrued interest through the date of the insured bank's closing, up to the insurance limit. The FDIC does not insure money invested in stocks, bonds, mutual funds, life insurance policies, annuities or municipal securities, even if these investments are purchased at an insured bank. The FDIC does not insure U.S. Treasury bills, bonds or notes, but these investments are backed by the full faith and credit of the United States government. The standard maximum deposit insurance amount is described as the "SMDIA" in FDIC regulations. The SMDIA is $250,000 per depositor, per insured bank. FEDERAL FUNDS RATE: The rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open -market operations. FEDERAL HOME LOAN BANKS ("FHLB"): Government -sponsored wholesale banks (currently 12 regional banks) which lend funds and provide correspondent banking services to member commercial banks, thrift institutions, credit unions, and insurance companies. The mission of the FHLBs is to liquefy the housing -related assets of its members, who must purchase stock in their District Bank. FEDERAL NATIONAL MORTGAGE ASSOCIATION ("FNMA"): FNMA, like GNMA, was chartered under the Federal National Mortgage Association Act in 1938. FNMA is a federal corporation working under the auspices of the Department of Housing and Urban Development (HUD). It is the largest single provider of residential mortgage funds in the United States. Fannie Mae, as the corporation is called, is a private stockholder -owned corporation. The corporation's purchases include a variety of adjustable mortgages and second loans, in addition to fixed-rate mortgages. FNMA's securities are also highly liquid and are widely accepted. FNMA assumes and guarantees that all security holders will receive timely payment of principal and interest. FEDERAL OPEN MARKET COMMITTEE ("FOMC"): The FOMC consists of seven members of the Federal Reserve Board and five of the 12 Federal Reserve Bank Presidents. The 18 President of the New York Federal Reserve Bank is a permanent member, while the other Presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of government securities in the open market, as a means of influencing the volume of bank credit and money. FEDERAL RESERVE SYSTEM: The central bank of the United States created by Congress and consisting of a seven -member Board of Governors in Washington, D.C., 12 regional banks, and about 5,700 commercial banks that are members of the system. GOVERNMENT NATIONAL MORTGAGE ASSOCIATION ("GNMA" or "Ginnie Mae"): Securities that influence the volume of bank credit that is guaranteed by GNMA and issued by mortgage bankers, commercial banks, savings and loan associations, and other institutions. A security holder is protected by the full faith and credit of the U.S. Government. Ginnie Mae securities are backed by the FHA, VA, or FMHM mortgages. The term "pass-throughs" is often used to describe Ginnie Maes. LIQUIDITY: A liquid asset is one that can be converted easily and rapidly into cash without a substantial loss of value. In the money market, a security is said to be liquid if the spread between bid and asked prices is narrow, and reasonable amount can be done at those quotes. LOCAL GOVERNMENT AGENCY: A local government agency is any city, county, city and county, district, or other local governmental body or corporation, including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds. LOCAL GOVERNMENT INVESTMENT FUND ("LAIF"): Monies from local governmental units may be remitted to the California State Treasurer for deposit in this special fund for the purpose of investment. MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold. MASTER REPURCHASE AGREEMENT: A written contract covering all future transactions between the parties to repurchase -reverse repurchase agreements that establish each party's rights in the transactions. A master agreement will often specify, among other things, the right of the buyer (lender) to liquidate the underlying securities in the event of default by the seller (borrower). MATURITY: The date upon which the principal or stated value of an investment becomes due and payable. MONEY MARKET: The market in which short-term debt instruments (e.g., bills, commercial paper, and bankers' acceptances) are issued and traded. OFFER: The price asked by a seller of securities (when one buys securities, one asks for an offer). See "Asked" and "Bid". 19 OPEN MARKET OPERATIONS: Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank, as directed by the FOMC in order to influence the volume of money and credit in the economy. Purchases inject reserves into the bank system and stimulate growth of money and credit; sales have the opposite effect. Open market operations are the Federal Reserve's most important and most flexible monetary policy tool. PORTFOLIO: A collection of securities that an investor holds. PRIMARY DEALER: A group of government securities dealers that submit daily reports of market activity and positions, and monthly financial statements to the Federal Reserve Bank of New York, and are subject to its informal oversight. Primary dealers include Securities and Exchange Commission (SEC) -- registered securities broker -dealers, banks, and a few unregulated firms. PRUDENT INVESTOR RULE: An investment standard cited in the California Government Code (CGC) Section 53600 et seq. Under this standard, all governing bodies of local agencies or persons authorized to make investment decisions on behalf of the City are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency. QUALIFIED PUBLIC DEPOSITORIES: A financial institution that: (1) does not claim exemption from the payment of any sales, compensating use, or ad valorem taxes under the laws of this state; (2) has segregated for the benefit of the commission eligible collateral having a value of not less than its maximum liability; and (3) has been approved by the Public Deposit Protection Commission to hold public deposits. RATE OF RETURN: The yield obtainable on a security based on its purchase price or its current market price. SAFEKEEPING: A service to customers rendered by banks for a fee whereby securities and valuables of all types and descriptions are held in the bank's vaults for protection. SECONDARY MARKET: A market made for the purchase and sale of outstanding issues following the initial distribution. SECURITIES AND EXCHANGE COMMISSION: An agency created by Congress to administer securities legislation for the purpose of protecting investors in securities transactions. STRUCTURED NOTES: Notes issued by instrumentalities (e.g., FHLB, FNMA, SLMA) and by corporations, that have imbedded options (e.g., call features, step-up coupons, floating rate coupons, derivative -based returns) in their debt structure. The market performance of structured notes is affected by fluctuating interest rates; the volatility of imbedded options; and shifts in the yield curve. 20 SUPRANATIONALS: International institutions that provide development financing, advisory services and/or financial services to their member countries to achieve the overall goal of improving living standards through sustainable economic growth. The California Government Code (CGC 53601) allows local agencies to purchase the United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), or Inter - American Development Bank (IADB). TIME CERTIFICATE OF DEPOSIT: A non-negotiable certificate of deposit, which cannot be sold prior to maturity. TREASURY BILLS: A non -interest bearing discount security that is issued by the U.S. Treasury to finance the national debt. Most T -bills are issued to mature in three months, six months, or one year. TREASURY BONDS: Long-term, coupon -bearing U.S. Treasury securities that are issued as direct obligations of the U.S. Government, and having initial maturities of more than 10 years. TREASURY NOTES: Medium -term, coupon -bearing U.S. Treasury securities that are issued as direct obligations of the U.S. Government, and having initial maturities of two to 10 years. YIELD: The rate of annual income return on an investment, expressed as a percentage. YIELD -TO -CALL (YTC): The rate of return an investor earns from a bond assuming the bond is redeemed (called) prior to its nominal maturity date. YIELD -TO -MATURITY: The current income yield minus any premium above par or plus any discount from par in purchase price, with the adjustment spread over the period from the date of purchase to the date of maturity. ZERO -COUPON SECURITIES: Security that is issued at a discount and makes no periodic interest payments. The rate of return consists of a gradual accretion of the principal of the security and is payable at par upon maturity. 21 Attachment B CITY OF PALO ALTO City of Palo Alto (ID # 9289) Finance Committee Staff Report Report Type: Action Items Meeting Date: 9/4/2018 Summary Title: Investment Policy Update Title: Adoption of Fiscal Year 2019 Investment Policy From: City Manager Lead Department: Administrative Services Recommendation Staff recommends that Finance Committee recommend that the City Council approve the City's Investment Policy (Policy) with the following changes: 1. Add language codifying the existing environmental, social and governance (ESG) practice (Page 3 of Attachment A). 2. Increase the Negotiable Certificates of Deposit (NCD) not to exceed limit to 20 percent from 10 percent of the par value of the portfolio (Page 7 of Attachment A) to allow for greater investment with community banks and increase portfolio diversification. 3. Add "Supranational Organizations Securities" as authorized investments to increase social investing with not to exceed 10 years of maturity, no more than 20 percent of the par value of the portfolio, no more than 10 percent of par value with any one institution, and with a minimum rating of double A, and limited to United States dollar denominated senior debt obligations of International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC) and Inter -American Development Bank (IADB). Update Appendix A and C to reflect the addition of supranational organizations as authorized investments (Pages 7, 8, 14, 15, & 21 of Attachment A). 4. Add Manager of Treasury, Debt & Investments and Senior Management Analyst as an authorized investment personnel (Pages 8 & 9 of Attachment A) to align with job duties. 5. Increase the Manager of Treasury, Debt & Investments and Senior Management Analyst's authority to transfer funds from the City's general (checking) account to an authorized financial institution to $10 million per day from $8 million per day (Pages 8 & 9 of Attachment A) to better align with increased cash activities. 6. Remove the Tennessee Valley Authority (TVA) agency securities as an authorized investment and keep their existing $9.4 million investments to maturity (Page 11 of Attachment A) to reflect the transition out of fossil fuel -related investments. 7. Add under SCOPE section (Page 3 of Attachment A) that Public Agency Retirement City of Palo Alto Page 1 Services (PARS) section 115 irrevocable trust investments are not covered by the Investment Policy. 8. Add the rating service agency Fitch as an example of a nationally recognized rating service; currently Moody's and Standard and Poor's are only mentioned (Pages 5 to 7 of Attachment A). Discussion Historically, during the annual budget process, staff submits the Investment Policy (Policy) to City Council for review and approval (Attachment A). This year the Policy is being brought to the Finance Committee first. Also, it's being submitted after the budget process due to scheduling conflicts. For Fiscal Year (FY) 2019, staff is proposing to update the Policy to reflect the following changes: 1. For decades, staff has informally used various environmental and social considerations in investment decisions, for example, not investing in entities that directly manufacture tobacco products, firearms, and those engaged in direct production or drilling of fossil fuels. The recommendation is to codify this practice in the Policy. Investments in Certificates of Deposit (CD) and Negotiable Certificates of Deposit (NCD) are exempt from the ESG investing requirement. 2. The City has heavily invested in local or community banks through the purchase of Negotiable Certificates of Deposit (NCD). The City's portfolio has NCD from 210 separate banks totaling $50.3 million of which 136 separate banks totaling $32.6 million or 65 percent of all NCD are in banks with ten or less branches. Of the latter, 77% or 105 separate banks NCD totaling $25 million are in local banks with five or less branches. Each bank's NCD are $250,000 or less so they are fully insured by the Federal Deposit Insurance Corporation (FDIC) against principal loss. Staff is recommending increasing the NCD Policy's limit to 20 percent from the current 10 percent of the par value of the portfolio which would bring it in line with the Certificate of Deposit's (CD) 20 percent limit. This will allow further portfolio diversification and investments in additional community banks. No additional risk will be incurred in additional NCD purchases since future purchases will also be within the FDIC limit. 3. To further enhance City's social investing while not sacrificing safety, staff is recommending adding highly rated "Supranational Organizations Securities" as permitted investments. Supranational organizations refer to International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), and Inter -American Development Bank (IADB). These entities were established with the purpose of ending poverty and raising the standard of living around the world through sustainable economic growth. City of Palo Alto Page 2 California Government Code (CGC 53601) defines allowable supranational securities as United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by IBRD, IFC, and IADB. Supranationals are well capitalized and have strong credit support from member countries. CGC 53601 was amended effective January 1, 2015 to allow local agencies to invest in the senior debt obligations of these three supranationals. Additional characteristics shared by the IBRD, IFC, and IADB include: a) Headquartered in Washington, D.C. with the United States as the largest shareholder of each organization (e.g. BRD: 17%, IFC: 22%, IADB: 30%). b) All three supranational are rated triple A by S&P and Moody's plus Fitch rates IADB and IBRD triple A based on a solid financial structure, conservative financial policies and consistent performance, as well as support and capital backing from its shareholders or member countries. c) Bullets securities comprise the majority of their outstanding debt. d) The IBRD and IADB provide loans and guarantees exclusively to sovereigns and government backed projects e) The IFC supports the creation and growth of private companies through direct lending and equity investment, attracting third party capital, and providing advisory services. The policy recommendation is to add IBRD, IFC and IADB securities as authorized investments with the following criteria: a) Securities will not exceed 10 years maturity. b) No more than 20 percent of the par value of the portfolio. c) No more than 10 percent of the par value with any one institution. d) Securities eligible for investment shall have a minimum rating of AA or Aa2 from a nationally recognized rating service (e.g. Moody's, Fitch, and/or Standard & Poor's). e) Limited to United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by IBRD, IFC, and IADB. California cities' Investment Policy that allows supranational investments includes cities of Sunnyvale, San Jose, Oakland, Fairfield, Riverside, San Diego, and City and County of San Francisco. 4. A previously classified Senior Financial/Management Analyst (Analyst), as authorized by the Assistant Director of Administrative Services (Assistant), enters into investments within clearly specified parameters. In order to properly align the job classification with the duties needed and performed within the Administrative Services Department, this Analyst position was reclassified to Manager of Treasury, Debt, & Investments. The recommendation is to update the Investment Policy to reflect this change. Also, to provide greater flexibility to the Assistant in delegating this task and managing the work City of Palo Alto Page 3 load, it's recommended that the Senior Management Analyst be added. Again, to properly align the job classification with the duties, Senior Financial Analysts were previously reclassified to Senior Management Analysts. 5. The request to increase the Manager of Treasury, Debt & Investments (Manager) and Senior Management Analyst's (Analyst) authority to transfer funds is primarily a consequence of higher payments to Northern California Power Agency (NCPA) and counterparties for electric and gas commodities and the higher cash flow activity between the City's LAIF and its main checking account. LAIF (Local Agency Investment Fund) is a State of California run investment pool where most of the City's daily liquid funds are deposited. Utility wire payments have increased from $92 million (annually) in FY 2012 to over an expected $122 million (annually) in FY 2018, a 33 percent increase. The current limit on the Manager and Analyst to transfer no more than a total amount of $8 million a day from the City's general (checking) account to an authorized financial institution has proven inadequate. It's recommended that this limit be raised to $10 million to reflect the growth in commodity payments and higher general checking account cash activity. It should be noted that any transfer of funds to pay commodity or other high value invoices is subject to approvals by the department head or his or her designee requesting payment. In addition, wire transfers have strict controls in that they require two ASD staff members to process, an Accounting or third ASD staff to post to the City's financial system, and are subject to annual audit by the City's external auditor. Cash flow between the City's LAIF and general checking account is restricted to these accounts so payments cannot be redirected to an alternate account. 6. In addition to the current and recommended investments that support sound environmental, social and governance (ESG) investing, in this fiscal year, the City has expanded into "green" municipal bond purchases. To date, $10.6 million in "green" municipal revenue bonds have been purchased which financed photovoltaic energy systems installations on municipal buildings, mass transportation (electrification) project, and municipal utility wind turbine and solar projects. These investments have been done under existing permitted investments so no Policy change is needed. Staff expects to make additional such investments. A driver for the "green" bond purchase and the ESG Policy changes recommendation is due to staff being responsive to community suggestions in this area. Included among the suggestion is divesting the City's $9.4 million par investment in Tennessee Valley Authority (TVA) bonds. TVA is a U.S. federally owned corporation created by congressional charter in 1933 to provide navigation, flood control, electricity generation, fertilizer manufacturing, and economic development to a region of the county that was greatly affected by the Great Depression. The concern cited as to why the City should divest in TVA bonds is their use of fossil fuels; specifically for electricity generation. In response, staff suspended further TVA bond purchase and is recommending removing TVA as an authorized investment but has retained the existing City of Palo Alto Page 4 $9.4 million investments. These investments consist of four TVA security bonds with staggered maturities from February 2021 to November 2025. They are highly rated (implied triple A and AA+) because they have the implied backing of the U.S. government so are very safe investments. Since, due to a rising interest rate environment, selling these securities prior to maturity would result in realizing over $0.34 million in loss while holding them to maturity would not, staff is recommending, consistent with the Policy's "buy and hold philosophy", holding them to their maturity dates. Stopping new TVA bond purchase won't materially impact the portfolio's safety, diversification, and/or yield since other highly rated securities like other U.S. government agency, municipal, and/or supranational obligations can be purchased. The latter is subject to the Finance Committee and City Council's approval. 7. In May 2017, the City established the Public Agencies Post -Employment Benefits Trust Administered by Public Agency Retirement Services (PARS) with an initial deposit of $2.1 million followed by a $3.4 million deposit in May 2018. The Section 115 Trust (Trust) will prefund pension costs and begin to address GASB 68 Net Pension Liabilities. The Trust offers five portfolios that govern investment choices with each portfolio having different risk profiles with different amounts invested in equities and other instruments. As the amount of equities in the portfolio increases, volatility and risk increases and vice versa. Staff recommended and Council approved a "Moderately Conservative" portfolio which is the second most conservative portfolio among the five offered. For clarity, staff recommends the Investment Policy state the Trust is not covered by the Investment Policy since the Trust investment portfolio decision is made separately. 8. To remove any ambiguity, recommending the rating service agency Fitch be added as an example of a nationally recognized statistical rating organization (NRSRO). Fitch is one of three NRSRO designated by the U.S. Securities and Exchange Commission. Resource Impact Except for the additional (existing) staff time to evaluate, purchase, and monitor securities that support sound environmental, social and governance (ESG) investing, there is no budget impact associated with this report. Policy Implications This recommendation contains a change to the City's Investment Policy (Policy). Environmental Review The actions requested in this report do not constitute a project for the purposes of the California Environmental Quality Act (CEQA). Attachments: • Attachment A: Proposed City of Palo Alto Investment Policy, Fiscal Year 2018-19 City of Palo Alto Page 5 Attachment A PROPOSED CITY OF PALO ALTO Investment Policy Fiscal Year 2018-19 With Changes INTRODUCTION The City of Palo Alto invests its pooled idle cash according to State of California law and the charter of the City of Palo Alto. In particular, the City follows "The Prudent Investor Standard" cited in the State Government Code (Section 53600.3). Under this standard, all governing bodies of local agencies or persons authorized to make investment decisions on behalf of the City are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency. INVESTMENT PHILOSOPHY The basic principles underlying Palo Alto's investment philosophy is to ensure the safety of public funds; provide that sufficient money is always available to meet current expenditures; and achieve a reasonable rate of return on its investments. The City's preferred and chief practice is to buy securities and to hold them to their date of maturity rather than to trade or sell securities prior to maturity. The City may, however, elect to sell a security prior to its maturity should there be a significant financial need. If securities are purchased and held to their maturity date, then any changes in the market value of those securities during their life will have no effect on their principal value. Under a buy and hold philosophy, the City is able to protect its invested principal. The economy, the money markets, and various financial institutions (such as the Federal Reserve System) are monitored carefully to make prudent investments and to assess the condition of the City's portfolio. INVESTMENT OBJECTIVES 1 The primary objectives, in priority order, of investment activities shall be safety, liquidity, and yield: 1. Safety: Safety of principal is the foremost objective of the investment program. Investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the overall portfolio. The objective will be to mitigate credit risk and interest rate risk. a) Credit risk is the risk that an obligation will not be paid and a loss will result. The City will seek to minimize this risk by: • Limiting investment to the safest types of securities as listed in the "Authorized Investment" section • Diversifying its investments among the types of securities that are authorized under this investment policy b) Interest rate risk is the risk that changes in interest rates will adversely affect the value of an investor's portfolio. For example, an investor with large holdings in long-term bonds has assumed significant interest rate risk because the value of the bonds will fall if interest rates rise. The City can minimize this risk by: • Buying and holding its securities until maturity • Structuring the investment portfolio so that securities mature to meet cash flow requirements To further achieve the objective of safety, the amount that can be invested in all investment categories, excluding obligations of the U.S. Government and its agencies, is limited either as a percentage of the portfolio or by a specific dollar amount. These limits are defined under the "Authorized Investments" section. 2. Liquidity: Liquidity is the second most important objective of the investment program. The investment portfolio shall remain sufficiently liquid to meet all operating requirements that may be reasonably anticipated. This is accomplished by maintaining a portion of the portfolio in liquid money market mutual funds or local government investment pools. In addition, the City will maintain one month's cash needs in short term investments and at least $50 million shall be maintained in securities maturing in less than two years. Since all possible cash demands cannot be anticipated, however, the portfolio will consist of securities with active secondary or resale markets should the need to sell a security prior to maturity arises. 3. Yield: Yield on the City's portfolio is last in priority among investment objectives. The investment portfolio shall be designed to obtain a market rate of return that reflects the authorized investments, risk constraints, and liquidity needs outlined in the City's investment policy. Compared to similar sized cities, the City of Palo Alto should be able to take advantage of its relatively large reserve balances to achieve higher yields through long-term investments. In addition, the City will strive to maintain the level of investment of idle funds as close to 100 percent as possible. 2 ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) RESPONSIBILITIES In addition to and subordinate to the above investment objectives (e.g. Safety, Liquidity, & Yield), the City has a desire to encourage investments that support sound environmental, social and governance (ESG) investing. While the portfolio may not be classified as an ESG portfolio, investments in entities that support community well-being through safe and environmentally sound practices and fair labor practices and equality of rights regardless of sex, race, age, disability, or sexual orientation is encouraged. Direct investments are discouraged in entities that manufacture tobacco products, firearms, and engage in direct production or drilling of fossil fuels. This section applies to new investments only and does not require divestment of existing investments. Investments in Certificates of Deposit (CDs) and Negotiable Certificates of Deposit are exempt from the ESG investing requirement. SCOPE A. This investment policy shall apply to all financial assets of the City of Palo Alto as accounted for in the Comprehensive Annual Financial Report (CAFR), including but not limited to the following funds: 1. General Fund 2. Special Revenue Funds 3. Debt Service Funds 4. Capital Project Fund 5. Enterprise Funds 6. Internal Service Funds 7. Trust and Agency Funds B. The policy does not cover funds held by the California Public Employees Retirement System (Ca1PERS),or funds of the Deferred Compensation programs (e.g. ICMA, Hartford), and Public Agency Retirement Services (PARS) section 115 irrevocable trust. C. Investments of bond proceeds shall be governed by the provisions of the related bond indentures. GENERAL INVESTMENT GUIDELINES 1. The maximum stated final maturity of individual securities in the portfolio should be ten years. 2. A maximum of 30 percent of the par value of the portfolio shall be invested in securities with maturities beyond five years. 3. The City shall maintain a minimum of one month's cash needs in short term 3 investments. 4. At least $50 million shall be maintained in securities maturing in less than 2 years. 5. Should the ratio of the market value of the portfolio to the book value of the portfolio fall below 95 percent, the Administrative Services Department will report this fact to the City Council within a reasonable time frame and evaluate whether there is any risk of holding any of the securities to maturity. 6. Commitments to purchase securities newly introduced on the market shall be made no more than three (3) working days before pricing. 7. Whenever possible, the City will obtain three or more quotations on the purchase or sale of comparable securities and take the higher yield on purchase or higher price on sale. This rule will not apply to new issues, which are purchased at market no more than three (3) working days before pricing, as well as to LAIF, City of Palo Alto bonds, money market accounts and mutual funds, all of which shall be evaluated separately. 8. Where the Investment Policy specifies a percentage limitation for a particular category of investment, that percentage is applicable only at the date of purchase. A later increase or decrease in a percentage resulting from a change in the portfolio's assets or values shall not constitute a violation of that restriction. As soon as possible, percentage limitations will be restored as investments mature in each category. AUTHORIZED INVESTMENTS The California Government Code (Sections 53600 et seq.) governs investment of City funds. The following investments are authorized: 1. U.S. Government Securities (e.g. Treasury notes, bonds and bills) Securities that are backed by the full faith and credit of the United States a) There is no limit on purchase of these securities. b) Securities will not exceed 10 years maturity. c) All purchased securities must have an explicit or a de facto backing of the full faith and credit of the U.S. Government. 2. U.S. Government Agency Securities — Obligations issued by the Federal Government agencies (e.g. Federal National Mortgage Association). a. There is no limit on purchase of these securities except for: • Callable and Multi -step-up securities provided that: 4 - The potential call dates are known at the time of purchase - The interest rates at which they "step-up" are known at the time of purchase - The entire face value of the security is redeemed at the call date - No more than 25 percent of the par value of the portfolio b. Securities will not exceed 10 years maturity. 3. California State, California Local Government Agencies, and other United States State Bonds a) Having at time of investment a minimum Double A (AA/Aa2) rating as provided by a nationally recognized rating service (e.g. Moody's, Fitch, and/or Standard and Poor's). b) May not exceed 20 percent of the par value of the portfolio. c) Investments include: i) Registered state warrants or treasury notes or bonds of the State of California and bonds, notes, warrants, or other evidences of indebtedness of any local agency within California, including bonds payable solely out of the revenues from a revenue producing property owned, controlled, or operated by the state or local agency or by a department, board, agency, or authority of the state or local agency. ii) Registered treasury notes or bond of any of the 49 United States in addition to the State of California, including bonds payable solely out of the revenues from a revenue -producing property owned, controlled, or operated by a state or by a department, board, agency or authority of any of the other 49 United States, in addition to the State of California. 4. Certificates of Deposit (CD) - A debt instrument issued by a bank for a specified period of time at a specified rate of interest. a) May not exceed 20 percent of the par value of the portfolio. b) No more than 10 percent of the par value of the portfolio in collateralized CDs in any institution. c) Purchase collateralized deposits only from federally insured large banks that are rated by a nationally recognized rating service (e.g. Moody's, Fitch, and/or Standard and Poor's). d) For non -rated banks, deposit should be limited to amounts federally insured (FDIC). — See Appendix C e) Rollovers are not permitted without specific instruction from authorized City staff. 5. Banker's Acceptance Notes (BA) — Bills of exchange or time drafts drawn on and accepted by commercial banks. Purchase of banker's acceptances are limited to: a) No more than 30 percent of the par value of the portfolio. b) Not to exceed 180 days maturity. c) No more than $5 million with any one institution. 6. Commercial Paper - Short-term unsecured obligations issued by banks, corporations, and other borrowers. Purchases of commercial paper are limited to: a) Having highest letter or numerical rating as provided for by a nationally recognized rating service (e.g. Moody's, Fitch, and/or Standard and Poor's). b) No more than 15 percent of the par value of the portfolio. c) Not to exceed 270 days maturity. d) No more than $3 million or 10 percent of the outstanding commercial paper of any one institution, whichever is lesser. 7. Local Agency Investment Fund (LAIF) — A State of California managed investment pool may be used up to the maximum permitted by California State Law. 8. Short -Term Repurchase Agreements (REPO) — A contractual agreement between a seller and a buyer, usually of U.S. government securities, whereby the seller agrees to repurchase the securities at an agreed upon price and, usually, at a stated time. a) Not to exceed 1 year. b) Market value of securities that underlay a repurchase agreement shall be valued at 102 percent or greater of the funds borrowed against those securities. c) A Master Repurchase agreement must be signed with the bank or dealer. 9. Money Market Deposit Accounts — Liquid bank accounts which seek to maintain a net asset value of $1.00. 10. Mutual Funds which seek to maintain a net asset value of $1.00 and which are limited essentially to the above investments and further defined in note 9 of Appendix A a) No more than 20 percent of the par value of the portfolio. b) No more than 10 percent of the par value with any one institution. 11. Negotiable Certificates of Deposit (NCD) issued by nationally or state chartered banks and state or federal savings institutions and further defined in note 11 of Appendix A. Purchases of negotiable certificates of deposit: a) May not exceed 4-920 percent of the par value of the portfolio. b) No more than $5 million in any one institution. 12. Medium -Term Corporate Notes — Issued by corporation organized and operating within the United States or by depository institutions licensed by the United States or any state and operating with the United States. a) Not to exceed 5 years maturity. b) Securities eligible for investment shall have a minimum rating of AA or Aa2 from a nationally recognized rating service (e.g. Moody's, Fitch, and/or Standard & Poor's). c) No more than 10 percent of the par value of the portfolio. d) No more than $5 million of the par value may be invested in securities of any single issuer, other than the U.S. Government, its agencies and instrumentality. e) If securities owned by the City are downgraded by either Moody's, Fitch, or Standard & Poors to a level below AA or Aa2, it shall be the City's policy to review the credit situation and make a determination as to whether to sell or retain such securities in the portfolio. 13. Supranational Organizations Securities — Supranational organizations refer to International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC) and Inter -American Development Bank (IADB). a. Securities will not exceed 10 years maturity. b. No more than 20 percent of the par value of the portfolio. c. No more than 10 percent of the par value with any one institution. d. Securities eligible for investment shall have a minimum rating of AA or Aa2 from a nationally recognized rating service (e.g. Moody's, Fitch, and/or Standard & Poor's). . Limited to United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by IBRD, IFC, and IADB. Appendix A provides a more detailed description of each investment vehicle and its security and liquidity features. Most of the City's short-term investments will be in securities which pay principal upon maturity, while long-term investments may be in securities that periodically repay principal, as well as interest. Most of the City's investments will be at a fixed rate. However, some of the investments may be at a variable rate, so long as that rate changes on specified dates in pre- determined increments. PROHIBITED INVESTMENTS: Includes all investments not specified above, and in particular: 1. Reverse repurchase agreements 2. Derivatives, as defined in Appendix B Appendix B provides a more detailed description of each investment, which is prohibited, for City investment. AUTHORIZED INVESTMENT PERSONNEL Idle cash management and investment transactions are the responsibility of the Administrative Services Department. The Administrative Services Department is under the control of the Director of Administrative Services (Director), as treasurer, who is subject to the direction and supervision of the City Manager. The Assistant Directors of Administrative Services, who reports to the Director, are authorized to make all investment transactions allowed by the Statement of Investment Policy. He or she may authorize the Manager of Treasury, Debt & Investments and/or Senior FinancialManagement Analyst/Investments (Manager and/or Analyst) to enter into investments within clearly specified parameters. The Investment function is under the supervision of the Assistant Director of Administrative Services (Assistant). The Assistant is charged with the responsibility to manage the investment program (portfolio), which includes developing and monitoring the City's cash flow model and developing long-term revenue and financing strategies and forecasts. The Manager and/or Analyst arei-s subject to the direction and supervision of the Assistant. The Manager and/or Analyst assist the Assistant, in the purchase and sale of securities. The Manager and/or Analyst also prepare the quarterly report, and record daily all investment transactions as to the type of investment, amount, yield, and maturity. Cash flow projections are prepared as needed. In all circumstances, approval from the Director of Administrative Services is required before selling 8 securities from the City's portfolio. The Manager and/or Analyst may also transfer no more than a total of $108 million a day from the City's general account to any one financial institution, without the prior approval of the Assistant Director of Administrative Services. No other person has authority to make investment transactions without the written authority of the Director or Assistant Director of Administrative Services. USE OF BROKERS AND DEALERS The Administrative Services Department maintains a list of acceptable dealers. A dealer acts as a principal in security transactions, selling securities from and buying securities for their own position. A dealer must have a) At least three years experience operating with California municipalities; b) Maintain an inventory of trading securities of at least $10 million; and c) Be approved by the Assistant Administrative Services Director before being added to the City's list of approved dealers. In addition, individual traders or agents representing a dealer: A dealer will be removed from the list should there develop a history of problems to include: failure to deliver securities as promised, failure to honor transactions as quoted, or failure to provide accurate information. SAFEKEEPING AND CUSTODY All securities shall be delivered to the City's safekeeping custodian and held in the name of the City of Palo Alto, with the exception of the following investments: a) Certificates of deposit, which may be held by the City itself. b) City shares in pooled investment funds, under contract. c) Mutual funds d) Local Agency Investment Fund (LAIF) POLICY REVIEW AND REPORTING ON INVESTMENTS Monthly, the Administrative Services Department will review performance in relation to -Council - adopted Policy. Quarterly, the Department will report to Council on: its performance in comparison to policy, explain any variances from policy, provide any recommendations for policy changes, and discuss overall compliance with the City's Investment Policy. In addition, the Department will provide Council with: 9 a) A detailed list of all securities, investments and monies held by the City, and b) Report on the City's ability to meet expenditure requirements over the next six months. Annually, the Administrative Services Department will present a Proposed Statement of Investment Policy, to include the delegation of investment authority, to the City Council for review during the annual budget process. All proposed changes in policy must be approved by the Council prior to implementation. Adopted by City Council October 22, 1984 Amended by City Council June 19, 2000 Monthly reporting effective January 1985 Amended by City Council June 11, 2001 Amended and Adopted by City Council June 24, 1985 Amended by City Council June 17, 2002 Amended by City Council December 2, 1985 Amended by City Council June 17, 2003 Amended by City Council June 23, 1986 Amended by City Council June 28, 2004 Amended by City Council June 22, 1987 Amended by City Council June 20, 2005 Amended by City Council August 8, 1988 Amended by City Council June 12, 2006 Amended by City Council November 28, 1988 Amended by City Council June 11, 2007 Amended by City Council June 26, 1989 Amended by City Council June 09, 2008 Amended by City Council May 14, 1990 Amended by City Council June 15, 2009 Amended by City Council June 24, 1991 Amended by City Council June 28, 2010 Amended by City Council June 22, 1992 Amended by City Council June 20, 2011 Amended by City Council June 23, 1993 Amended by City Council June 18, 2012 Amended by City Council June 20, 1994 Amended by City Council June 03, 2013 Amended by City Council June 19, 1995 Amended by City Council June 16, 2014 Amended by City Council June 24, 1996 Amended by City Council June 15, 2015 Amended by City Council June 23, 1997 Amended by City Council June 13, 2016 Amended by City Council January 26, 1998 Amended by City Council June 27, 2017 Amended by City Council June 22, 1998 Amended by City Council June 28, 1999 10 APPENDIX A EXPLANATION OF PERMITTED INVESTMENTS 1. U.S. Government Securities — United States Treasury notes, bonds, bills, or certificates of indebtedness or those for which the faith and credit of the United States are pledged for the payment of principal and interest. 2. U.S. Government Agency Securities - U.S. Government Agency Obligations include the securities of the Federal National Mortgage Association (FNMA), Federal Land Banks (FLB), Federal Intermediate Credit Banks (FICB), banks for cooperatives, Federal Home Loan Banks (FHLB), Government National Mortgage Association (GNMA), Federal Home Loan Mortgage Corporation (FHLMC), Student Loan Marketing Association (SLMA), Small Business Administration (SBA), Federal Farm Credit (FFC), and Federal Agricultural Mortgage Corporation (FAMC or FMAC)„ and Tennessee Valley Authority (TVA). Federal Agency securities are debt obligations that essentially result from lending programs of the Government. Federal agency securities differ from other types of securities, as well as among themselves. Their characteristics depend on the issuing agency. It is possible to distinguish three types of issues: (A) participation certificates (pooled securities), (B) Certificates of interest (pooled loans), (C) notes, bonds, and debentures. The securities of a few agencies are explicitly backed by the full faith and credit of the U.S. Government. All other issues purchased by the City have the de facto backing from the federal government, and it is highly unlikely that the government would let any agency default on its obligations. 3. Certificates of Deposit - A certificate of deposit (CDs) is a receipt for funds deposited in a bank, savings bank, or savings and loan association for a specified period of time at a specified rate of interest. Denominations are $250,000 and up. The first $250,000 of a certificate of deposit is guaranteed by the Federal Deposit Insurance Corporation (FDIC), if the deposit is with a bank or savings bank, or the Savings Association Insurance Fund (SAIF), if the deposit is with a savings and loan. CDs with a face value in excess of $250,000 can be collateralized by U.S. Government Agency and Treasury Department securities or first mortgage loans. Government securities must be at least 110 percent of the face value of the CD collateralized in excess of the first $250,000. The value of first mortgages must be at least 150 percent of the face value of the CD balance insured in excess of the first $250,000. Generally, CDs are issued for more than 30 days and the maturity can be selected by the purchaser. 4. Bankers' Acceptance - A Banker's acceptance (BA) is a negotiable time draft or bill of exchange drawn on and accepted by a commercial bank. Acceptance of the draft irrevocably obligates the bank to pay the bearer the face amount of the draft at maturity. BAs are usually created to finance the import and export of goods, the shipment of goods within the United States and storage of readily marketable staple commodities. In over 70 years of usage in the United States, there has been no known instance of principal loss to any investor in BAs. In addition to the guarantee by the accepting bank, the transaction is identified with a specific commodity. Warehouse receipts verify that the pledged commodities exist, and, by definition, these commodities are readily marketable. The sale of the underlying goods generates the 11 necessary funds to liquidate the indebtedness. BAs enjoy marketability since the Federal Reserve Bank is authorized to buy and sell prime BAs with maturities of up to nine months. The Federal Reserve Bank enters into repurchase agreements in the normal course of open market operations with BA dealers. As are sold at a discount from par. An acceptance is tied to a specific loan transaction; therefore, the amount and maturity of the acceptance is fixed. 5. Commercial Paper - Commercial paper notes are unsecured promissory notes of industrial corporations, utilities, and bank holding companies. Interest is discounted from par and calculated using actual number of days on a 360 -day year. The notes are in bearer form, with maturities up to 270 days selected by the purchaser, and denominations generally start at $100,000. There is a small secondary market for commercial paper notes and an investor may sell a note prior to maturity. Commercial paper notes are backed by unused lines of credit from major banks. Some issuer's notes are insured, while some are backed by irrevocable letters of credit from major banks. State law limits a City to investments in United States corporations having assets in excess of five hundred million dollars with an "A" or higher rating by a nationally recognized rating service for the issuer's debentures. Cities may not invest more than 25 percent of idle cash in commercial paper. 6. Local Agency Investment Fund Demand Deposit - The Local Agency Investment Fund LAIF) was established by the State to enable treasurers to place funds in a pool for investments. The City is limited to an investment of the amount allowed by LAIF (currently $40 million). LAIF has been particularly beneficial to those jurisdictions with small portfolios. Palo Alto uses this fund for short-term investment, liquidity, and yield. 7. Repurchase Agreements - A Repurchase Agreement (REPOS) is not a security, but a contractual arrangement between a financial institution or dealer and an investor. The agreement normally can run for one or more days. The investor puts up funds for a certain number of days at a stated yield. In return, the investor takes title to a given block of securities as collateral. At maturity, the securities are repurchased and the funds repaid, plus interest. Usually, amounts are $500,000 or more, but some REPOS can be smaller. 8. Money Market Deposit Accounts - Money Market Deposit Accounts are market -sensitive bank accounts, which are available to depositors at any time, without penalty. The interest rate is generally comparable to rates on money market mutual funds, though any individual bank's rate may be higher or lower. These accounts are insured by the Federal Deposit Insurance Corporation or the Savings Association Insurance Fund. 12 9. Mutual Funds - Mutual funds are shares of beneficial interest issued by diversified management companies, as defined by section 23701 M of the Revenue and Taxation Code. To be eligible for investment, these funds must: a) Attain the highest ranking in the highest letter and numerical rating provided by not less than two of the three largest nationally recognized rating services; or b) Have an investment advisor registered with the Securities and Exchange Commission with not less than five years' experience investing in the securities and obligations, as authorized by subdivisions (a) to (n), inclusive, of Section 53601 of the California Government Code, and with assets under management in excess of five hundred million dollars; and c) Invest solely in those securities and obligations authorized by Sections 53601 and 53635 of the California Government Code. Where the Investment Policy of the City of Palo Alto may be more restrictive than the State Code, the Policy authorizes investments in mutual funds that shall have minimal investment in securities otherwise restricted by the City's Policy. Minimal investment is defined as less than 5 percent of the mutual fund portfolio; and d) The purchase price of shares of beneficial interest purchased shall not include any commission that these companies may charge. e) Have a net asset value of $1.00. 10. Callable Securities and Multi -Step-ups: Callable securities are defined as fixed interest rate government agency securities that give the issuing agency the option of returning the invested funds at a specific point in time to the purchaser. Multi -step-ups are government agency securities in which the interest rate increases ("steps -up") at preset intervals, and which also have a callable option that allows the issuing agency to return the invested funds at a preset interval. Callable and multi -step-ups are permitted, provided that: • the potential call dates are known at the time of purchase; • the interest rates at which they "step-up" are known at the time of purchase; and • the entire face value of the security is redeemed at the call date. 13 11. Negotiable Certificates of Deposit (NCD). NCDs are large -dollar -amount, short-term certificate of deposit. Such certificates are issued by large banks and bought mainly by corporations and institutional investors. They are payable either to the bearer or to the order of the depositor, and, being negotiable, they enjoy an active secondary market, where they trade in round lots of $5 million. Although they can be issued in any denomination from $100,000 up, the typical amount is $1 million. Also called a Jumbo Certificate of Deposit. State law prohibits the investment of local agency funds in negotiable certificates of deposit issued by a state or federal credit union if a member of the legislative body of the local agency, or any person with investment decision making authority in the administrative, manager's, budget, auditor -controller's, or treasurer's offices of the local agency also serves on the board of directors, other credit committee or the supervisory committee of the state or federal credit union issuing the negotiable certificate of deposit. 12. Medium -Term Corporate Notes: Notes of a maximum of five years maturity issued by corporations organized and operating with the United States or by depository institutions licensed by the United States or any state and operating with the United States. According to California Code Section 53601, "Notes eligible for investment under this subdivision shall be rated in the rating category of "Double A" or its equivalent or better by a nationally recognized rating service. Purchase of medium -term notes may not exceed 30 percent of the agency's surplus money which may be invested pursuant to this section." 13. Supranational Securities: California Government Code (CGC 53601) defines allowable supranational securities as United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development, the International Finance Corporation, and Inter -American Development Bank. Supranationals are well capitalized and in most cases have strong credit support from contingent capital calls from their member countries. CGC 53601 was amended effective January 1, 2015 to allow local agencies to invest in the senior debt obligations of these three supranational issuers which are eligible for purchase and resale within the United States. These entities were established with the purpose of ending poverty and raising the standard of living around the world through sustainable economic growth. a) The supranationals are international organization owned by member countries. Again, these are: • International Bank for Reconstruction and Development (IBRD or World Bank), a member of the World Bank Group, provides direct loans and guarantees to sovereigns and government -backed projects • International Finance Corporation (IFC), a member of the World Bank Group, supports the creation and growth of private companies through direct lending and equity investment, attracting third party capital, and providing advisory services • Inter -American Development Bank (IADB), a member of the Inter -American Development Bank Group, provides loans, grants, and guarantees to sovereigns in Latin America and the Caribbean 14 b) Additional characteristics shared by the IBRD, IFC, and IADB include: • Headquartered in Washington, D.C. with the United States as the largest shareholder of each organization • Rated AAA/Aaa by S&P and Moody's APPENDIX B EXPLANATION OF PROHIBITED INVESTMENTS 1. Reverse Repurchase Agreements: A Reverse Repurchase Agreement (Reverse REPO) is a contractual agreement by the investor (e.g. local agency) to post a security it owns as collateral, and a bank or dealer temporarily exchanges cash for this collateral, for a specific period of time, at an agreed -upon interest rate. During the period of the agreement, the local agency may use this cash for any purpose. At maturity, the securities are repurchased from the bank or dealer, plus interest. California law contains a number of restrictions on the use of Reverse REPOS by local agencies. 2. Derivatives: A derivative is a financial instrument created from, or whose value depends on (is derived from), the value of one or more underlying assets or indices. The term "derivative" refers to instruments or features, such as collateralized mortgage obligations, forwards, futures, currency and interest rate swaps, options, caps and floors. Except for those callable and multi- step -up securities as described under Permitted Investments, derivatives are prohibited. Certain derivative products have characteristics which could include high price volatility, liquid markets, products that are not market -tested, products that are highly leveraged, products requiring a high degree of sophistication to manage, and products that are difficult to value. According to California law, a local agency shall not invest any funds in inverse floaters, range notes, or interest -only strips that are derived from a pool of mortgages. 16 APPENDIX C GLOSSARY OF INVESTMENT TERMS AGENCIES: Federal agency and instrumentality securities. ASKED: The price at which securities are offered. BID: The price offered by a buyer of securities (when one sells securities, one asks for a bid). See "Offer ". BROKER: A broker brings buyers and sellers together so that he can earn a commission. COLLATERAL: Securities, evidence of deposit, or other property, which a borrower pledges to secure repayment of a loan. Also refers to securities pledged by a bank to secure deposits of public monies. COMPREHENSIVE ANNUAL FINANCIAL REPORT ("CAFR"): The official annual report for the City of Palo Alto. It includes combined financial statements for each individual fund and account group prepared in conformity with GAAP. It also includes supporting schedules that are necessary to demonstrate compliance with finance -related legal and contractual provisions, extensive introductory material, and a detailed statistical section. COUPON: (a) The annual rate of interest that a bond's issuer promises to pay the bondholder on the bond's face value. (b) A certificate attached to a bond evidencing interest due on a payment date. DEALER: A dealer, as opposed to a broker, acts as a principal in all transactions, buying and selling for his own account. DEBENTURE: A bond secured only by the general credit of the issuer. DELIVERY VERSUS PAYMENT: There are two methods of delivery of securities: (1) delivery versus payment (DVP); and (2) delivery versus receipt (DVR). DVP is delivery of securities with an exchange of money for the securities. DVR is delivery of securities with an exchange of a signed receipt for the securities. DISCOUNT: The difference between the acquisition cost of a security and its value at maturity when quoted at lower than face value. A security that sells below original offering price shortly after sale, is also is considered to be at a discount. DISCOUNT SECURITIES: Non -interest bearing money market instruments that are issued a discount and that are redeemed at maturity for full face value (e.g., U.S. Treasury Bills). DIVERSIFICATION: Dividing investment funds among a variety of securities that offer 17 independent returns. FEDERAL AGRICULTURAL MORTGAGE CORPORATION ("FAMC" or "FMAC"): A federal agency established in 1988 to provide a secondary market for farm mortgage loans. Informally called Farmer Mac. FEDERAL CREDIT AGENCIES: Agencies of the Federal Government that were established to supply credit to various classes of institutions and individuals (e.g., S&Ls, small business firms, students, farmers, farm cooperatives, and exporters). FEDERAL DEPOSIT INSURANCE CORPORATION ("FDIC"): A federal agency that insures all types of deposits received at an insured bank, including deposits in a checking account, negotiable order of withdrawal (NOW) account, savings account, money market deposit account (MMDA) or time deposit such as a certificate of deposit (CD). FDIC insurance covers depositors' accounts at each insured bank, dollar -for -dollar, including principal and any accrued interest through the date of the insured bank's closing, up to the insurance limit. The FDIC does not insure money invested in stocks, bonds, mutual funds, life insurance policies, annuities or municipal securities, even if these investments are purchased at an insured bank. The FDIC does not insure U.S. Treasury bills, bonds or notes, but these investments are backed by the full faith and credit of the United States government. The standard maximum deposit insurance amount is described as the "SMDIA" in FDIC regulations. The SMDIA is $250,000 per depositor, per insured bank. FEDERAL FUNDS RATE: The rate of interest at which Fed funds are traded. This rate is currently pegged by the Federal Reserve through open -market operations. FEDERAL HOME LOAN BANKS ("FHLB"): Government -sponsored wholesale banks (currently 12 regional banks) which lend funds and provide correspondent banking services to member commercial banks, thrift institutions, credit unions, and insurance companies. The mission of the FHLBs is to liquefy the housing -related assets of its members, who must purchase stock in their District Bank. FEDERAL NATIONAL MORTGAGE ASSOCIATION ("FNMA"): FNMA, like GNMA, was chartered under the Federal National Mortgage Association Act in 1938. FNMA is a federal corporation working under the auspices of the Department of Housing and Urban Development (HUD). It is the largest single provider of residential mortgage funds in the United States. Fannie Mae, as the corporation is called, is a private stockholder -owned corporation. The corporation's purchases include a variety of adjustable mortgages and second loans, in addition to fixed-rate mortgages. FNMA's securities are also highly liquid and are widely accepted. FNMA assumes and guarantees that all security holders will receive timely payment of principal and interest. FEDERAL OPEN MARKET COMMITTEE ("FOMC"): The FOMC consists of seven members of the Federal Reserve Board and five of the 12 Federal Reserve Bank Presidents. The 18 President of the New York Federal Reserve Bank is a permanent member, while the other Presidents serve on a rotating basis. The Committee periodically meets to set Federal Reserve guidelines regarding purchases and sales of government securities in the open market, as a means of influencing the volume of bank credit and money. FEDERAL RESERVE SYSTEM: The central bank of the United States created by Congress and consisting of a seven -member Board of Governors in Washington, D.C., 12 regional banks, and about 5,700 commercial banks that are members of the system. GOVERNMENT NATIONAL MORTGAGE ASSOCIATION ("GNMA" or "Ginnie Mae"): Securities that influence the volume of bank credit that is guaranteed by GNMA and issued by mortgage bankers, commercial banks, savings and loan associations, and other institutions. A security holder is protected by the full faith and credit of the U.S. Government. Ginnie Mae securities are backed by the FHA, VA, or FMHM mortgages. The term "pass-throughs" is often used to describe Ginnie Maes. LIQUIDITY: A liquid asset is one that can be converted easily and rapidly into cash without a substantial loss of value. In the money market, a security is said to be liquid if the spread between bid and asked prices is narrow, and reasonable amount can be done at those quotes. LOCAL GOVERNMENT AGENCY: A local government agency is any city, county, city and county, district, or other local governmental body or corporation, including the California State Universities (CSU) and University of California (UC) systems, K-12 schools and community colleges empowered to expend public funds. LOCAL GOVERNMENT INVESTMENT FUND ("LAIF"): Monies from local governmental units may be remitted to the California State Treasurer for deposit in this special fund for the purpose of investment. MARKET VALUE: The price at which a security is trading and could presumably be purchased or sold. MASTER REPURCHASE AGREEMENT: A written contract covering all future transactions between the parties to repurchase -reverse repurchase agreements that establish each party's rights in the transactions. A master agreement will often specify, among other things, the right of the buyer (lender) to liquidate the underlying securities in the event of default by the seller (borrower). MATURITY: The date upon which the principal or stated value of an investment becomes due and payable. MONEY MARKET: The market in which short-term debt instruments (e.g., bills, commercial paper, and bankers' acceptances) are issued and traded. OFFER: The price asked by a seller of securities (when one buys securities, one asks for an offer). See "Asked" and "Bid". 19 OPEN MARKET OPERATIONS: Purchases and sales of government and certain other securities in the open market by the New York Federal Reserve Bank, as directed by the FOMC in order to influence the volume of money and credit in the economy. Purchases inject reserves into the bank system and stimulate growth of money and credit; sales have the opposite effect. Open market operations are the Federal Reserve's most important and most flexible monetary policy tool. PORTFOLIO: A collection of securities that an investor holds. PRIMARY DEALER: A group of government securities dealers that submit daily reports of market activity and positions, and monthly financial statements to the Federal Reserve Bank of New York, and are subject to its informal oversight. Primary dealers include Securities and Exchange Commission (SEC) -- registered securities broker -dealers, banks, and a few unregulated firms. PRUDENT INVESTOR RULE: An investment standard cited in the California Government Code (CGC) Section 53600 et seq. Under this standard, all governing bodies of local agencies or persons authorized to make investment decisions on behalf of the City are trustees and therefore fiduciaries subject to the prudent investor standard. When investing, reinvesting, purchasing, acquiring, exchanging, selling, or managing public funds, a trustee shall act with care, skill, prudence, and diligence under the circumstances then prevailing, including, but not limited to the general economic conditions and the anticipated needs of the agency, that a prudent person acting in a like capacity and familiarity with those matters would use in the conduct of funds of a like character and with like aims, to safeguard the principal and maintain the liquidity needs of the agency. QUALIFIED PUBLIC DEPOSITORIES: A financial institution that: (1) does not claim exemption from the payment of any sales, compensating use, or ad valorem taxes under the laws of this state; (2) has segregated for the benefit of the commission eligible collateral having a value of not less than its maximum liability; and (3) has been approved by the Public Deposit Protection Commission to hold public deposits. RATE OF RETURN: The yield obtainable on a security based on its purchase price or its current market price. SAFEKEEPING: A service to customers rendered by banks for a fee whereby securities and valuables of all types and descriptions are held in the bank's vaults for protection. SECONDARY MARKET: A market made for the purchase and sale of outstanding issues following the initial distribution. SECURITIES AND EXCHANGE COMMISSION: An agency created by Congress to administer securities legislation for the purpose of protecting investors in securities transactions. STRUCTURED NOTES: Notes issued by instrumentalities (e.g., FHLB, FNMA, SLMA) and by corporations, that have imbedded options (e.g., call features, step-up coupons, floating rate coupons, derivative -based returns) in their debt structure. The market performance of structured notes is affected by fluctuating interest rates; the volatility of imbedded options; and shifts in the yield curve. 20 SUPRANATIONALS: International institutions that provide development financing, advisory services and/or financial services to their member countries to achieve the overall goal of improving living standards through sustainable economic growth. The California Government Code (CGC 53601) allows local agencies to purchase the United States dollar denominated senior unsecured unsubordinated obligations issued or unconditionally guaranteed by the International Bank for Reconstruction and Development (IBRD), International Finance Corporation (IFC), or Inter - American Development Bank (IADB). TIME CERTIFICATE OF DEPOSIT: A non-negotiable certificate of deposit, which cannot be sold prior to maturity. TREASURY BILLS: A non -interest bearing discount security that is issued by the U.S. Treasury to finance the national debt. Most T -bills are issued to mature in three months, six months, or one year. TREASURY BONDS: Long-term, coupon -bearing U.S. Treasury securities that are issued as direct obligations of the U.S. Government, and having initial maturities of more than 10 years. TREASURY NOTES: Medium -term, coupon -bearing U.S. Treasury securities that are issued as direct obligations of the U.S. Government, and having initial maturities of two to 10 years. YIELD: The rate of annual income return on an investment, expressed as a percentage. YIELD -TO -CALL (YTC): The rate of return an investor earns from a bond assuming the bond is redeemed (called) prior to its nominal maturity date. YIELD -TO -MATURITY: The current income yield minus any premium above par or plus any discount from par in purchase price, with the adjustment spread over the period from the date of purchase to the date of maturity. ZERO -COUPON SECURITIES: Security that is issued at a discount and makes no periodic interest payments. The rate of return consists of a gradual accretion of the principal of the security and is payable at par upon maturity. 21 CITY OF PALO ALTO City of Palo Alto (ID # 9753) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/5/2018 Summary Title: Highway 101 Pedestrian/Bicycle Crossing Joint Use Agreement Title: Approval of Joint Use Agreement with Santa Clara Valley Water District regarding the Highway 101 Pedestrian/Bicycle Overpass Capital Improvement Project (CIP PE -11011) From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve and authorize the City Manager or designee to execute the Joint Use Agreement (JUA, Attachment A) between the City of Palo Alto and the Santa Clara Valley Water District for the Highway 101 Pedestrian/Bicycle Overpass Capital Improvement Project (CIP PE -11011). Background As part of the Highway 101 Pedestrian/Bicycle Overpass project, the Adobe Creek Reach Trail will provide greater public access to the overpass on the west side of Highway 101. Pedestrians and cyclists will be able to use a District service road between West Bayshore Road and East Meadow Drive that is currently not open to the public. The service road is situated on a levee and is proposed to include a 10 -foot wide paved trail with new trailheads at West Bayshore Road and East Meadow Drive. During the project's feasibility study and planning phases, the Architectural Review Board, Planning and Transportation Commission, Parks and Recreation Commission, Pedestrian and Bicycle Advisory Committee (PABAC), and community members requested the Adobe Creek Reach Trail to be a dedicated, off -road, pedestrian/bicycle connection, which will optimize access to the overpass and to the proposed West Bayshore Road access ramp and trailhead. City of Palo Alto Page 1 In 2011, Council authorized the City Manager to amend the existing Joint Use Agreement (JUA) to extend the time for public use as a seasonal access to the Lefkowitz tunnel (ID# 2074). Thus, the amendment extended the opening of this seasonal underpass to greater than six months as determined by the first large storm of the season. It will be closed during construction for safety purposes and will remain closed after construction as it will be replaced with the new year- round overpass. Discussion A JUA between the City and the District allows the City to make improvements to District property and open the area for off -road, non -vehicular public access. The existing JUA will be replaced with this Agreement once approved and signed. Proposed Joint Use Agreement Below is a summary of the JUA provisions. The agreement provides for year-round use of the District's property and allows the City to construct and maintain a portion of the overcrossing approach ramp, spanning the Adobe and Barron Creek confluence, asphalt trails, fencing, and trailheads between West Bayshore Road and East Meadow Drive. The Public Works Department will monitor conditions of the trail and open and close it at appropriate times. JUA provision highlights include: • City's intent to construct a portion of the overcrossing called the Western Bridge Approach Structure and the Adobe Creek Bridge including amenities to support a 12 -foot clear path for regional commuting • City's intent to construct the Adobe Creek Reach Trail, trailheads, fencing, and amenities • A 25 -year term with a 360 -day notice of termination • The term automatically renews every 25 years unless a nonrenewal notice is provided no less than 360 days prior to the expiration of the then -current term • The Benjamin Lefkowitz Underpass will be closed to the public and will revert to the District's sole use to convey storm water City of Palo Alto Page 2 • The service road will accommodate non -vehicular public access for the Adobe Creek Reach Trail, and it will not be lighted in accordance with District policy • The agreement delineates the City's responsibilities for public use, safety measures, and maintenance Discussions with the District Staff and the District had ongoing discussions about maintenance and public access. The City will be responsible for maintenance and improvement of the proposed paved trail and the gravel service road. The City is also responsible for the public use of the trail and the safety of all facilities provided for public use. During periodic creek channel maintenance and emergency operations by the District, the trail and service road will be closed for safety purposes. The City will provide the necessary traffic control and detours, so the public will have alternative access to the trail head and accessible ramp along West Bayshore Road. Should the District need to remove the Adobe Creek Reach Trail for maintenance or other future improvements, the western access approach ramp and bridge spanning Adobe and Barron Creeks must be retained. The City would relinquish rights to the trail but not for the western access approach ramp and bridge, as it is an essential access element of the overpass. Timeline Project construction is anticipated to begin in 2019 and end Summer 2020. Next Steps Once City Council approves this Agreement, staff will submit the executed agreement to District staff for formal District Board approval. After District Board approval, City staff will submit the agreement as part of the Caltrans Right -of -Way (ROW) certification process necessary to bid the project. The private property easement acquisition process has been initiated, based on the overpass supports and landings on the privately -owned parcel located at 3600 West Bayshore Road. This easement acquisition for land is being coordinated with Google, the property owner. Staff will return to Council to recommend easement approval. If approved, City staff will submit the easement to Caltrans for the ROW certification process. City of Palo Alto Page 3 Resource Impact Funding for the project is available in Capital Improvement Program project PE - 11011. Maintenance will be provided through existing City operating funds, with costs to be shared by Community Services and Public Works Departments. Policy Implications This project is in conformance with the City of Palo Alto's Sustainability Policy, the Comprehensive Plan, and is consistent with the climate protection plan. This project does not represent any changes to existing City policies. Environmental Review The subject project has been assessed in accordance with the authority and criteria contained in the National Environmental Protection Act (NEPA), the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. A CEQA mitigated negative declaration and a NEPA categorical exclusion were adopted in November and December 2017, respectively. Attachments: • Joint Use Agreement CPA SCVWD 101 Bike Bridge City of Palo Alto Page 4 Attachment A Joint Use Agreement Between City of Palo Alto and Santa Clara Valley Water District for the Highway 101 Pedestrian/Bicycle Bridge Overcrossing and Adobe Creek Reach Trail Project This JOINT USE AGREEMENT (this "Agreement") is entered into by and between the SANTA CLARA VALLEY WATER DISTRICT, a California Special District created by the California Legislature, hereinafter referred to as "District", and the CITY OF PALO ALTO, a California chartered municipal corporation, hereinafter referred to as "City". RECITALS: A. City intends to construct the Highway 101 Pedestrian/Bicycle Bridge Overcrossing and Adobe Creek Reach Trail Project ("Project") to create a year-round, grade -separated, shared bicycle and pedestrian bridge crossing over Highway 101 near Adobe Creek. The Project also includes construction of three new trailheads and pedestrian/bicycle connections to the San Francisco Bay Trail along East Bayshore Road; sidewalk and bikeway improvements along West Bayshore Road; a smaller prefabricated bridge spanning the Adobe and Barron Creeks confluence; and construction of a new Adobe Creek Reach Trail along the south side of Adobe Creek between Highway 101 and East Meadow Drive (collectively, the "City Improvements"). The combined overcrossing, access improvements and amenities will support regional bicycle commuting and encourage greater recreational use of the Baylands and trail system. The Project includes closing the existing seasonal Benjamin Lefkowitz Underpass for public use. B. District is the owner of certain real property, adjacent to or encompassed by the Project, located at East and West Bayshore Roads, Highway 101, the Baylands Nature Preserve, Adobe and Barron Creek banks, and 3600 West Bayshore Road, within the City of Palo Alto (hereinafter the "Premises"), as more particularly described on Exhibit "A," attached hereto. The portions of the City Improvements to be located on the Premises consists of the Adobe Creek Reach Trail and the adjacent bridge segment identified as Western Bridge Approach Structure ("WBA"). C. A portion of the Premises is currently covered under an existing joint use agreement between City and District, originally executed on August 24, 1989, as amended on December 13, 2011, and renewed for 25 years beginning November 1, 2014 (the "Existing JUA"). D. City and District desire for this Agreement to supersede and replace the Existing JUA as of the Effective Date (defined below) of this Agreement. E. City has an interest in using the Premises to enable City to construct the Project and provide public access and use opportunities that do not unreasonably interfere with the District's mission of flood protection, water resource management, and stream stewardship. F. More specifically, City has requested use of the Premises for construction of Project facilities (City Improvements; see attached Exhibit "B"), and public access at the following locations (further depicted on Exhibit "A": 1. Adobe Creek Reach Trail and Trailheads — The proposed trail is located south of Adobe Creek on the District's access road and extends from a proposed midblock 1 of 16 trailhead starting at the City's Right -of -Way on West Bayshore Road to a proposed midblock trailhead ending at the City's Right -of -Way on East Meadow Drive. This portion of the project is located partially on the District and City right- of-way. 2. Western Bridge Approach Structure and Adobe Creek Bridge — This approach structure alignment curves from the Highway 101 overcrossing and directs pedestrian/bicycle traffic along West Bayshore Road, abuts closely to Barron Creek's eastern bank within the parking lot located at 3600 West Bayshore Road, and spans the Barron and Adobe Creek confluence via a 140 -foot long Adobe Creek Bridge with safety railings, toward a proposed mid -block trailhead at West Bayshore Road. The structure totals approximately 500 linear feet with a 12 -foot clear pathway. This portion of the project is located partially on the District, City and 3600 West Bayshore right-of-way. G. The parties find it to be in the public interest to provide for joint use of the Premises by means of this Agreement under the following terms and conditions. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1) Incorporation of Recitals. The recitals set forth above are incorporated herein by this reference. 2) Supersedes Existing JUA. City and District waive the 90 day notice of termination requirement in Provision 2 of the Existing JUA, and City and District agree that this Agreement supersedes and replaces the Existing JUA as of the Effective Date of this Agreement. 3) Scope of the License Grant to City. Subject to the terms and conditions of this Agreement, District hereby grants to City a non-exclusive license to access and do any or all of the following on the Premises: a. To construct, operate, maintain, repair, replace, and remove City Improvements and other trail amenities for public recreational purposes on the Premises including, but not limited to, asphalt concrete surfaced pedestrian and bicycle trails, trailheads, the 140 -foot long Adobe Creek Bridge on the confluence of Adobe and Barron Creeks with safety railing, fencing, fixture (trash receptacles, benches, drinking fountain, etc.) and signage. The construction of such City Improvements or other trail amenities shall require prior review and approval by District as signified by issuance of a Water Resources Protection Ordinance Encroachment Permit ("District Permit") and shall be compliant with all applicable legal and permitting requirements. It is fully understood and agreed that District in its reasonable discretion may approve or disapprove a request for any permit to construct any City Improvement or trail amenity on the Premises. b. To provide non -motorized bicycling, walking, jogging, hiking and similar trail use activities in accordance with all applicable legal and permitting requirements to the extent such activities do not interfere with the District's mission of flood protection, water resource management, and stream stewardship. c. To host special public recreational events (e.g., races, bike -to -work events, etc.) that may 2 of 16 include an otherwise restricted component such as allowing private vehicular access for safety purposes, so long as City first receives a District Permit to host that event. 4) Prohibited Uses of Trail. City shall post notices at all trail entrances that notify users of the trail that the following activities are prohibited: Entry of motor vehicles (except for maintenance repairs, emergency, and enforcement vehicles and mobility devices otherwise allowed by law) Unleashed dogs Subject to the foregoing prohibitions and any other restrictions set forth in this Agreement, City shall have the sole authority and responsibility to adopt any trail rules and regulations pursuant to City of Palo Alto Municipal Code controlling public's use of the Premises that will not interfere with District's mission of flood protection, water resource management, and stream stewardship, as determined by the District. 5) Trash and Litter Removal. City will provide for trash removal on the Premises that is reasonably likely to have been generated from public use of the Premises. City will be responsible for maintaining, servicing, emptying trash receptacles, and rubbish removal as reasonably necessary. District will manage the Adopt -a -Creek program. 6) Vegetation Management. If existing vegetation impacts the trail use, City is responsible for trimming or removal, as City deems necessary, in accordance with applicable federal and state laws and regulations and District Permit requirements. District's vegetation management activities will be provided as needed for flood protection and flood protection maintenance purposes, consistent with its activities on comparable flood protection facilities. 7) Graffiti Removal. City will provide graffiti removal in compliance with City's graffiti abatement program, including graffiti removal from floodwalls, signs, etc. installed in conjunction with and/or accessory to the establishment of a public pathway consistent with its implementation of the same program at comparable City facilities. City will have the primary responsibility for removal of graffiti on the Premises reasonably attributed to trail use. No permit from District, nor any advance notice, will be required for City to provide the routine removal of graffiti from any City or District facility within the length of the Premises included within this Agreement. Any and all materials used by City in the removal of graffiti within the limits of this Agreement shall be approved for use in the State of California and consist of environmentally safe products which will not impact the channel environment in anyway. 8) Security. The Premises will be reasonably patrolled by City personnel and/or volunteers supervised by City, at the level of public safety that is afforded to all areas of the City. District has no obligations whatsoever to provide or pay for any such patrol services. 9) Public Complaints. City is responsible for responding to all public complaints and inquiries regarding City's improvements on the Premises, including the public trail, and to all inquiries regarding the public's use of the Premises. 3 of 16 10) Removal or Relocation of City Improvements.(a) If District requires that any City Improvement on Premises be removed or relocated for any District purpose, City will do so at its own expense within 360 days of receiving notice from District. If removal or relocation of City Improvements, including vegetation installed by City, requires mitigation under the California Environmental Quality Act, City will be responsible for all costs required to fulfill any required mitigation responsibilities. District will inform City during preconstruction planning in the event a District project is performed on the Premises, in order to reasonably minimize District's project impact on City's Improvements located on the Premises. In the event a District project is constructed, any replacement of City's trail and amenities will be the responsibility of City, subject to District approval. (b) Notwithstanding the above paragraph, District shall not require the Western Bridge Approach Structure ("WBA Access Entry Point"), which provides the only westerly access entry point to the Highway 101 pedestrian/bicycle bridge, to be removed, altered, or relocated during the useful life of the bridge with the exception of alterations required to mitigate or repair damage to District's flood protection facilities (e.g. channel lining or creek banks) which is caused by and/or attributed to the WBA Access Entry Point. Any removal, alteration, obstruction, or relocation of the WBA Access Entry Point shall only occur upon prior mutual agreement of the parties, as evidenced by written amendment to this Agreement. 11)Water Level Fluctuations. It is expressly understood by City that the level of water upon the Premises may fluctuate from day to day due to controlled or uncontrolled flows upon and across the same. City is responsible for the control of or limiting the public's use of Premises because of such water levels, flood flows, or for any other reason. City is responsible for determining the conditions under which to exercise said control or to limit the use of the Premises to ensure the health and safety of the public using the Premises. 12)Signage. The parties will cooperate to create and install signage that benefits the programs of each party such as warnings, entrance signage, interpretive signs and benches, and joint uses when applicable. The Deputy Operating Officer of District and the Public Works Director of City or their respective designees will meet and confer on a periodic basis to plan the installation of appropriate signage which serves the needs of both parties. All signs placed on the Premises by City (except existing signs that identify the facility (e.g. trail) by name) must include District's logo in equal size and symmetrical relationship to any other logos contained on such signs. In addition, all City signs or City publications placed on the Premises that describe water resources must be developed in conjunction with District's Watershed customer relations staff. Each party is responsible for the maintenance and upkeep of its signage installed on the Premises. 13) Bird Nesting Season. To the extent feasible, construction or maintenance activities during nesting season (generally between February 1st and August 31st) will be avoided whenever possible. If construction or maintenance work must be done during the nesting season, a pre- construction survey by a qualified biologist must be undertaken to determine the presence of nesting. If nesting activity is reported, the biologist is expected to recommend the City to implement adequate mitigation measures to protect the nesting area. Environmental impacts will be considered prior to all work by the responsible party (City or District, and/or their agents) performing said work. Any and all work related to this clause will be completed by the responsible party in accordance with 4 of 16 applicable federal, state, and local environmental health and safety regulations including but not limited to the federal Migratory Bird Treaty Act of 1918, Clean Water Act, Endangered Species Act, the California Fish and Wildlife Code and the Porter -Cologne Act and any amendments thereto. 14) Maintenance and Repair. District is responsible for performing routine maintenance on the Premises for flood protection and water resource management purposes in a manner consistent with its maintenance of comparable facilities or creeks. City is responsible for the maintenance and repair of the City Improvements on the Premises. City will bear the cost and expense of and be responsible for providing any security, police, preparation of traffic and pedestrian detour plans depicted on attached Exhibit "C", including installation of required appurtenances, public notices/communications for trail closures or detours, trail amenity (including fencing) modifications or replacements, or other expenditure necessary to temporarily prohibit or control public access to the Premises that District would not ordinarily incur to complete scheduled routine maintenance pursuant to this provision. In an emergency situation, District will respond without notice to City. In non -emergency situations, City and District staff will meet, whenever necessary, for the purpose of scheduling routine maintenance, including, but not limited to: (a) Maintenance issues related to improvements; (b) Method and timing of issues related to affected wildlife; (c) Non -emergency work requiring the use of heavy equipment, barricading, pedestrian detour plans and/or restricting access to the Premises. District and City further agree to notify one another's designated representative at least ten (10) work days prior to commencement of such work, in order to minimize public impacts. 15)Damage to City's Improvements on Premises. District is not responsible for any damage occurring to City's improvements or structures located on the Premises that results from District's maintenance, construction or reconstruction activities, or from its water management and/or flood protection facilities located on or near the Premises, including (without limitation) any flood flows, or inundation of the Adobe Creek and Barron Creek confluence at Highway 101 onto the Premises. District agrees to exercise reasonable care during operation and maintenance activities to minimize damage to City's improvements. City is responsible for any damage occurring to either District's or City's improvements or structures located on the Premises that results from the public's use of the Premises, and all such costs for repairing such damage to District's or City's improvements will be borne by City. 16)Term of Agreement and Automatic Renewal. This Agreement will become effective on the last - signed signature date set forth below (the "Effective Date"). The term of this Agreement (including the rights and obligations contained therein), commencing on the Effective Date, shall be for twenty- five (25) years, and shall be automatically renewed for successive twenty-five (25) year terms unless either party provides written notice of nonrenewal or requests an amendment to the agreement no less than 360 days prior to the expiration of the then -existing term. 17)Termination of Agreement. Either party may terminate this Agreement after providing the other party with at least 360 days prior written notice of its intent to terminate this Agreement. Termination 5 of 16 of this Agreement by either party will apply exclusively to the Adobe Creek Reach Trail. City shall not be required to remove the WBA Access Entry Point to bridge (Exhibit "A"); however, every provision that pertains to the WBA Access Entry Point to bridge shall survive termination of this Agreement and remain in effect for as long as the bridge is in use. Upon the termination or expiration of this Agreement, City must remove all City Improvements from the Premises, and leave the Premises in a condition as near as reasonably practical to its condition prior to the installation and/or development of such improvements. If the District requires the trail (other than the WBA Access Entry Point) to be removed from the Premises due to a flood protection project or other District project, this Agreement will terminate upon District providing the City with written notice of at least 360 days. Notice of intent to terminate may be given by City's Director of Public Works. Notice of intent to terminate may be given by District's Chief Executive Officer. 18) City's Responsibility for Public Use. Subject to the conditions and restrictions contained in this Agreement, City has the full control and authority, for public and recreation purposes over the use of the Premises, and City may restrict, or control, regulate and/or supervise the public use thereof. City may, at its discretion, consistent with the right of District hereinafter described, and without diminution of the flood protection or water resources management function or hazard thereto of the Premises as now existing or as may hereafter be altered, take any measures of every kind as, in the opinion of City, may be necessary for the health and safety of the users of the Premises for any purpose under this Agreement. City has the sole responsibility for the maintenance in usable and safe condition of every facility provided upon the Premises by City. 19) District's Superior Rights. It is expressly understood that District is engaged in flood protection, the protection of water resources, and stream stewardship, and that the terms and conditions of this Agreement will not in any way interfere with the absolute, free, and unrestricted right of District to operate and maintain for flood protection, water resource management, and stream stewardship purposes, the stream bed and banks, or any appurtenant works thereto, or to repair or construct any of its works, or to allow the raising or lowering of the height of the water present upon the Premises. 20) City's Subordinate Rights. City will have the right to build additional improvements on the Premises necessary, or convenient, to the enjoyment of this Agreement, provided the location of any such improvement is, in each case during the term of this Agreement, first approved by District by issuance of a District Permit. It is fully understood and agreed that District has the sole, unfettered discretion to approve or disapprove of such additional improvements. 21) Indemnification by City. Notwithstanding any other provision of this Agreement, City agrees to indemnify, defend and hold harmless District, its agents, officers, directors, and employees from and against any and all demands, claims, damages, losses and reasonable expenses, including but not limited to liabilities, obligations, claims, costs, reasonable expenses (including without limitation interest, penalties and reasonable attorney's fees), fines, levies, assessments, demands, damages or judgments of any kind or nature, whether in law or equity (including without limitation, death or injury to any person, property damage, administrative and judicial orders and consents, or any other loss) to the extent they arise out of, pertain to, or relate to the: (i) public use of the Premises, (ii) public's use of real property adjacent to the Premises, or (iii) negligence or willful misconduct of 6 of 16 City's officers, agents, employees, or independent contractors, except to the extent caused by District's sole negligence or willful misconduct. This Agreement to defend, indemnify, and hold harmless District will operate irrespective of the basis of the claim, liability, loss, damage, or injury and irrespective of whether the act, omission, or activity is a condition of Premises or any other cause of any kind or nature 22) Notices. Any and all notices required to be given hereunder will be deemed to have been delivered upon deposit in the United States mail, postage prepaid, addressed to either of the parties at the address hereinafter specified or as later amended by either party in writing: City: City of Palo Alto Attention: Public Works Director 250 Hamilton Avenue Palo Alto, CA 94301 w/copy to Real Estate Manager District: Santa Clara Valley Water District Attention: Clerk of the Board 5750 Almaden Expressway San Jose, CA 95118 w/copy to Community Projects Review Unit 23) Successors and Assigns. This Agreement, and all terms, covenants, and conditions hereof, will apply to and bind the successors and assigns of the respective parties hereto. City will neither assign nor sublet this Agreement without the prior written consent of District. 24) Choice of Law. This Agreement is governed by California law. 25)Amendments. This Agreement may not be modified or amended except in writing signed by the authorized representative of both parties and approved as required by applicable law. 26) Compliance with Laws. Each party shall, in all activities undertaken pursuant to this Agreement, comply and cause its contractors, agents, and employees to comply with all applicable federal, state, and local laws, statues, orders, ordinances, rules, and regulations. 27) Not Real Property Interest. It is expressly understood that this Agreement does not in any way whatsoever grant or convey any permanent easement, fee or other interest in a party's real property to the other party. 28)Attorney's Fees. In the event of a dispute between the parties with respect to the terms or conditions of this Agreement, the prevailing party is entitled to collect from the other its reasonable attorney's fees as established by the judge or arbitrator presiding over such dispute. 29) Entire Agreement and Incorporation of Exhibits. This Agreement, together with all exhibits referenced herein and attached hereto, constitutes the entire agreement between the parties and 7 of 16 supersedes all prior written and oral understandings. IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year last written below. "City" "District" CITY OF PALO ALTO SANTA CLARA VALLEY WATER DISTRICT, A California chartered municipal corporation a Special District, created by the California Legislature By: Date: By: James Keene Norma J. Camacho City Manager Chief Executive Officer ATTEST: ATTEST: Beth Minor City Clerk APPROVED AS TO FORM AND LEGALITY: Date: Michele L. King Clerk of the Board of Directors APPROVED AS TO FORM AND LEGALITY: Molly S. Stump Joseph D. Aranda City Attorney Assistant District Counsel 8 of 16 PALO ALTO BAYLANDS PROJECT BOUNDARY SAN FRANCISCO BAY TRAIL a G= TO SAN CARLOS a CALTRANS R/W CALTRANS R/W _(__ 1 1 CITY R/W 1 LANDS OF GOGGLE PROJECT BOUNDARY CITY R/W PRINCIPAL SPAN BRIDGE STRUCTURE TOP OF BANK F r -SCVWD R/W LEGEND_ XX+XX STATION NUMBER STATION LINE PARCEL LINE PROJECT BOUNDARY CALTRANS RIGHT-OF-WAY III SCVWD FEE TITLE PREMISES PROPOSED ENCROACHMENT ON GOGGLE PROPERTY PROPOSED ENCROACHMENT ON SCVWD PROPERTY 48+26 TO 54+75 WESTERN BRIDGE APPROACH STRUCTURE (WBA) CITY OF PALO ALTO DESIGNED BY: VT DRAWN BY: VT DATE: 07-26-2018 SCALE: 1" = 100' LANDS q\-\ GOQGL \\\\ CITY R/W \ \\ \\\ ADOBE CREEK LOOP TRAIL E BAYSHORE ROAD US 101 (NB) US 101 (SB) ADOBE CREEK BRIDGE 5+40 W BAYSHORE ROAD _50+ GO a9+t70 u3+26 -ammo.moo, TO MOUNTAIN VIEW ADOBE CREEK N44. sist\ LANDS OF PALO ALTO CITY R/W ADOBE CREEK REACH TRAILHEAD SCVWD R \"*t\ Ns:\ EX GROUND SPACE ABOVE EX GROUND MIN DEPTH 90 FEET TYPICAL COLUMN SECTION VIEW NTS ADOBE CREEK REACH TRAIL CITY VW ADOBE CREEK REACH TRAILHEAD Ns,\ CITY OF PALO ALTO HIGHWAY 101 BICYCLE/PEDESTRIAN OVERCROSSING AND ADOBE CREEK REACH TRAIL EXHIBIT A 9 °f 1PROJECT MAP JOB NO. PE -11011 EXHIBIT A SCVWD R /W CHAIN LINK FENCE (TYPE CL -4) ADOBE CREEK ------- ------- Exist Conc CHANNEL LINING EP 0 i c EP 10'-0" VARIES 7.3' TO 1 6.8' Exist AGGREGATE BASE --- X SECTION AT ADOBE CREEK REACH TRAIL 3/1 6" = 1 '-0" Exist FENCE PLAN CHECK SET/NOT FOR CONSTRUCTION (3/9/18) BIGGS CARDOSA ASSOCIATES INC STRUCTURAL ENGINEERS 865 TI -14e Alomada San Jose, California 95126 408-296-5515 ADOBE CREEK MULTI -USE PATH BRIDGE ADOBE CREEK REACH TRAIL DESIGNED BY: DATE: 2/8/1 8 SCALE: AS SHOWN JOB No.: DRAWN BY: CHECKED BY: SHEET 1 OF 6 DRAWING No. REV No. B DD X w I J CC En Ln 0 Lo O 10 of 16 CL P0C = "BK" LINE 2'-6" Min 10" .11 1 2'-0" 1/ STEEL RAILING,— Typ PROFILE GRADE - r +1% 1% I/ I � / ARCHITECTURAL TREATMENT F1 4 10" 0. c CHITECTURAL TREATMENT -- CAST -IN -PLACE Reinf Conc SLAB OG/FG _L1 - 5'-0" CIDH SECTION AT BRIDGE BENT 3/1 6" = 1 '-0" NOTE: BENT 2 SHOWN, BENT 3 SIMILAR PLAN CHECK SET/NOT FOR CONSTRUCTION (3/9/18) BIGGS CARDOSA ASSOCIATES INC STRUCTURAL ENGINEERS 865 The) AIome)da San Jose, California 95126 408-296-551 5 ADOBE CREEK MULTI -USE PATH BRIDGE BRIDGE BENT DESIGNED BY: DATE: 2/8/1 8 SCALE: AS SHOWN JOB No.: DRAWN BY: CHECKED BY: SHEET 5 OF 6 DRAWING No. REV No. B 11 of 16 - STEEL TRUSS 2'-0" Min Exist GAS LINE --- FALSEWORKTh 36" CIDH —� PILE CAST -IN -PLACE Reinf Conc Slab I 1 — J BENT 8 SECTION AT SF BAY TRAIL 1/8" = 1'-O" PLAN CHECK SET/NOT FOR CONSTRUCTION (3/9/18) BIGGS CARDOSA ASSOCIATES INC STRUCTURAL ENGINEERS 65 The Alomedo San Jose, California 95126 408-296-5515 ADOBE CREEK MULTI -USE PATH BRIDGE SF BAY TRAIL DESIGNED BY: DATE: 2/8/1 8 SCALE: AS SHOWN JOB No.: DRAWN BY: CHECKED BY: SHEET 6 OF 6 DRAWING No. REV No. B 12 of 16 BRIDGE = "B K" LINE 12'-0" CLEAR -SAFETY FENCING LIGHT WEIGHT CONC ON METAL DECK -- PROFILE GRADE 2" ELECTRICAL (LIGHTING) 4" FIBER OPTIC—'' 5" ELECTRICAL CREEK BRIDGE OP9 2" FIBER OPTIC 4" TELEPHONE -- 5" ELECTRICAL- � 1 5" UNKNOWN - - PREFABRICATED STEEL TRUSS i1 5'-O" Min BIKE LANE — Exist SIDEWALK TO BE REMOVED i i J l 1 l ( 1 ( 1 EXISTING BRIDGE SECTION AT ADOBE CREEK BRIDGE 1 /4" = 1'-0" Exist W. BAYSHORE ROAD PLAN CHECK SET/NOT FOR CONSTRUCTION (3/9/18) BIGGS CARDOSA ASSOCIATES INC STRUCTURAL ENGINEERS 665 Th Alomada San Jose, California 95126 408-296-5515 ADOBE CREEK MULTI -USE PATH BRIDGE ADOBE CREEK BRIDGE DESIGNED BY: DATE: 2/8/18 SCALE: AS SHOWN JOB No.: DRAWN BY: CHECKED BY: SHEET 3 OF 6 DRAWING No. REV No. B ION -AT -ADOBE -CREEK 13 of 16 "BK" LINE SCVWD 2'-2"± & VARIES Exist WATER 10 Elec (LIGHTING) Exist fo Exist Tel •w 17-_. O Q L 6'-O" 6'-O" Exist Electrical- - 5" ELECTRICAL 4" FIBER OPTIC) Exist ELECTRICAL) 1 0" -STEEL RAILING, Typ -- CHANNEL LINING (TO BE REMOVED) O N yP "BC LINE 50+27 C v ADOBE CREEK 100 YR WS SECTION AT APPROACH STRUCTURE 3/16" = 1'-0" PLAN CHECK SET/NOT FOR CONSTRUCTION (3/9/18) BIGGS CARDOSA ASSOCIATES INC STRUCTURAL ENGINEERS 665 -1-1-1 4e Alameda San Jose, California 95126 408-296-5515 ADOBE CREEK MULTI -USE PATH BRIDGE APPROACH STRUCTURE DESIGNED BY: DATE: 2/8/1 8 SCALE: AS SHOWN JOB No.: DRAWN BY: CHECKED BY: SHEET 2 OF 6 DRAWING No. B REV No. \I -AT -APPROACH -STRUCTURE) 0 ko O N 14 of 16 SCVWD R/W 20'-3"# & VARIES STEEL RAILING 4'-O" Min, Typ RETAINING WALL TYPE 5 TOP OF BANK Exist CHANNEL BANK Min JK BK" LINE 1 2'-0" CLEAR +1 /2"% -1 i/2"% 5" ELECTRICAL --- ti, 4" FIBER OPTIC -- RETAINING WALL TYPE 5 SECTION AT RAISED SIDEWALK 1 /8" = 1 '-O" 7'-0" CLEAR RAISED SIDEWALK 11/2" STEEL RAILING — 4'-O" Min, Typ 5'-O" Min BIKE LANE 1 5" RCP SD 4" TELEPHONE r* 2" FIBER OPTIC 5" ELECTRICAL (-4" GAS -8" WATER PLAN CHECK SET/NOT FOR CONSTRUCTION (3/9/18) BIGGS CARDOSA ASSOCIATES INC STRUCTURAL ENGINEERS 865 Th4e AI amada San Jose, California 95126 408-296-5515 ADOBE CREEK MULTI -USE PATH BRIDGE RAISED SIDEWALK DESIGNED BY: DRAWN BY: CHECKED BY: DATE: 2/8/1 8 SCALE: AS SHOWN JOB No.: SHEET 4 OF 6 DRAWING No. B REV No. _�_ AT_ RAISED_ SIDEWALK) O N 15 of 16 LEGEND DETOUR PATH >< TRAIL CLOSURE CITY OF PALO ALTO PUBLIC WORKS DEPT. 250 HAMILTON AVE. FL 6 PALO ALTO, CA 94301 DESIGNED BY: VT DRAWN BY: VT DATE: 07-26-2018 SCALE: NTS HIGHWAY 101 BICYCLE/PEDESTRIAN OVERCROSSING AND ADOBE CREEK REACH TRAIL DETOUR PLAN 16 of 16 JOB NO. PE -11011 EXHIBIT c CITY OF PALO ALTO City of Palo Alto (ID # 9766) City Council Staff Report Report Type: Consent Calendar Meeting Date: 11/5/2018 Summary Title: WSCA Verizon Wireless Amendment Title: Approval of Contract Amendment Number 2 With Verizon Wireless Through June 30, 2019, Utilizing the Western State Contracting Alliance (WSCA) Contract, California Participating Addendum, for Wireless, Voice and Broadband Services, Accessories and Equipment From: City Manager Lead Department: City Clerk Staff brought this contract renewal to Council on October 1, 2018 where it was referred to the Finance Committee for discussion. The Finance Committee discussed this on October 16, 2018 where it was approved on a vote of 4-0. MOTION: Chair Scharff moved, seconded by Council Member Filseth to recommend the City Council: A. Approve and authorize the City Manager or his designee to enter into a contract renewal with Verizon Wireless for wireless, voice, and broadband services, accessories and equipment, through June 30, 2019, utilizing the Western States Contracting Alliance ("WSCA") Master Service Agreement with Verizon Wireless, State of California Participating Addendum No. 7-11-70-16 (WSCA No.1907); and B. Direct Staff to return to the Finance Committee prior to the execution of the next WSCA contract with an analysis of whether the contract is a good deal and, if not, provide the Committee with other options. MOTION PASSED: 4-0 Council Member Tanaka requested staff perform a plan comparison with the Verizon Store directly as a single customer to ensure that the City is receiving a better price utilizing the WSCA/NASPO contract. Below are the findings. Phone Specification WSCA Price Per Month Verizon Direct Price Per Month iPhone 7 $0.99 one time 18.74/mo X24 ($449.99) City of Palo Alto Page 1 Capacity 32GB 32GB Unlimited Data $24.99 $75.00 Voice Minutes $0.06/min Included Text 100 free, 400=$3; 1100=$10; unlimited=$12 Included Support Provided Government Enterprise Advisor, Major Account Manager, 1- 800 Number 1 - 800 Number Central Management Company Web Portal N/A Line Fee N/A N/A Samsung S8 $199.99 one time $29.00/mo X24 ($696.00) Capacity 64GB 64GB Other specs same as iPhone Same Same Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to enter into a contract renewal with Verizon Wireless for wireless, voice, and broadband services, accessories and equipment, through June 30, 2019, utilizing the Western States Contracting Alliance ("WSCA") Master Service Agreement with Verizon Wireless—, State of California Participating Addendum No. 7-11-70-16 (WSCA No.1907)., Executive Summary The Western States Contracting Alliance ("WSCA") is a cooperative group -contracting consortium for state government departments, institutions, agencies and political subdivisions (i.e., colleges, school districts, counties, cities, etc.,) for the states of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Minnesota, Montana, Nevada, New Mexico, Oregon, South Dakota, Utah, Washington and Wyoming. This is a contract between the Western States Contracting Alliance (now known as NASPO ValuePoint), acting by and through the State of Nevada Department of Administration, Purchasing Division. The State of Nevada has been authorized by WSCA to negotiate a Master Agreement as a lead state, for and on behalf of WSCA and its members. The contract allows the City to utilize Verizon Wireless, T -Mobile, AT&T and/or Sprint networks. Background The City has over 500 devices which consist of cell phones, wireless devices and equipment with an annual spend of roughly $300,000 per year. By using the WSCA contract the City can utilize the significant cost savings that this contract sets forth. The WSCA contract, State of California Participating Addendum, has been renewed through June 30, 2019 (Attachment A: Amendment #2 WSCA Verizon Wireless). Council City of Palo Alto Page 2 previously approved using this cooperative contract through October 31, 2018 (CMR #3999, September 9, 2013). The City currently has an account with Verizon Wireless with the IT department as the master account. Several sub -accounts have been created under the master account for each City department. Each City department is responsible for payment of their respective accounts each month. The City would like to continue using the WSCA contract for all mobile needs. Discussion By utilizing the WSCA wireless contract, the City can receive more aggressive cellular rate plans and significant hardware cost savings (Attachment B: Current NASPO-WSCA Verizon Pricing). In addition to cellular services and equipment, the City will also be utilizing the contract pricing to purchase tablet devices, equipment and accessories. By utilizing this contract, it also allows IT to keep up with City department demand for mobile computing and to lead the way in supporting a more mobile workforce. Resource Impact Funds for these services are provided from departmental operating budgets. Environmental Review Approval of this contract does not constitute a project under the California Environmental Quality Act (CEQA); therefore, no Environmental Assessment is required. Attachments: • Attachment A: Amendment #2 WSCA Verizon Wireless • Attachment B: Current NASPO-WSCA Verizon Pricing City of Palo Alto Page 3 For Purchasing Use Only: RFP/CONTRACT # 1907 AMENDMENT #2 TO CONTRACT Between the State of Nevada Acting By and Through Its Various State Agencies Monitored By: Department of Administration Purchasing Division 515 East Musser Street, Suite 300 Carson City, NV 89701 Contact: Teri Becker Phone: (775) 684-0178 Fax: (775) 684-0188 Email: tbecker@admin.nv.gov and Cellco Partnership d/b/a/ Verizon Wireless One Verizon Way Basking Ridge, NJ 07920 Contact: RJ Fenolio Phone: (702) 283-2200 Fax: (866) 917-7801 Email: RJ.Fenolio@VerizonWireless.com 1. AMENDMENTS. For and in consideration of mutual promises and/or their valuable considerations, all provisions of the contract between the above -referenced parties resulting from Request for Proposal #1907 and dated April 16, 2012 (the "Contract"), remain in full force and effect with the exception of the following: A. The Contract term shall be extended from October 31, 2016 to June 30, 2019 to coincide with filing requirements by Federal E -Rate customers. INC ORPORA1ED DOCUMENTS The Contract is incorporated herein by reference. 3. REQUIRED APPROVAL. This amendment to the original contract shall not become effective until and unless approved by the WSCA-NASPO Directors. IN WITNESS WHE OF, the parties hereto have caused this amendment to the original contract to be signed and intend to e lega thereby. Independ Signature /-A• Gre Smith, Adminis Approved as to form by: odd Loccisano of Nevada Executive Director Enterprise & Government Contracts Independent's Contractor's Title On 9 APPROVED BY WSCA-NASPO Directors On (Date) On '2 7 Deputy Attorney General for Attorney General _tDate) Amendment 2 Page 1 of 1 Verizon Wireless Pricing Sheet NASPO ValuePoint or NVLPT (f/k/a WSCA) Contract for Services #1907 22% NVLPT Discount Offer WIRELESS VOICE CALLING PLANS NVLPT Nationwide for Government Share Calling Plans The calling plans below reflect the monthly access fee discount. No additional discounts apply. NVLPT Nationwide for Government Account Share 0 Minutes 100 Minutes 200 Minutes Monthly Access Fee $15.991(86137) $23.98 (80006) $27.29 (73736) NVLPT Nationwide for Govemnrent EVP (Profile) Share 0 Minutes 100 Minutes 200 Minutes Monthly Access Fee $15.991 (86136) $23.98 (80010) $27.29 (73575) Monthly Anytime VoceMinutes 0 100 200 Domestic Voice Overage Rate $0.25 per minute Domestic Mobile to Mobile Unlimited Domestic Nght &Weekend Minutes Unlimited Domestic Long Distance Included Data Sent or Received $1.991 MB or per data package2 Domestic Text, Picture and Video Messages 100 Included (76678) Overage per message: Incoming Text $0.02/ Outgoing Text $0.10 / Rc &Video $0.25 Optional Features Domestic Text, Picture and Video Messages Unlimited (75439) $12.00 per line Domestic Push To Talk Plus Not Available $2.00 (Basic phone- 83270) Notes Current coverage details can be found at wwwverizonwireless.com SEP attached Calling Ran and Feature Details for important information about calling plans, features and options. 1The $15.99 zero access plan can only be 50% of an accounts total share lines. 2Srrartphones and Data Multimedia Phones require a data package. 4G service requires 4G Equipment and 4G coverage. Account Share Voice Sharing: At the end of each bill cyde, any unused voice allowances for lines sharing on the same account will be applied to the overages of the other lines on the same account beginning with the line with the highest overage need. EVP (Profile) Share - Voice Sharing (Domestic Only): At the end of each bill cyde, any unused voice allowances for lines sharing across multiple accounts will be applied proportionally to all lines with overages. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 1 of 41 NVLPT Nationwide for Government Calling Plans The calling plans below reflect the monthly access fee discount. No additional discounts apply. NVLFT Nationwide for Government 400 Voce Minutes 600 Voice Minutes 1000 Voce Minutes Monthly Access Fee (non -share) $35.88 (74538) $52.56 (74540) $67.94 (74542) Monthly Access Fee less discount (non -share) $27.98 $40.99 $52.99 Monthly Access Fee (share) $38.45 (74539, 76,63) $55.12 (74541, 76364) $70.50 (74543, 76365) Monthly Access Fee Tess discount (share) $29.99 $42.99 $54.99 Monthly Anytime Voice Minutes 400 600 1000 Friends & Farrily (up to 10 nurrt rs per account) Not Included Included1 Vdce Overage Rate $0.25 per rrinute Domestic Mobile to Mobile Unlimited Domestic Night &Weekend Mnutes Unlimited Domestic Long Distance Induded Data Sent or Received $1.99/ MB or per data package2 Domestic Text, Picture and Video :-. ..:. 100 Included (76678) Overage per message: Incorng Text $0.02/ Outgoing Text $0.10 / Pic & Video $0.25 Optional Features Domestic Text, Picture and Video Messages Unl i mited (75439) $12.00 per line Domestic Push To Talk Rus $2.00 (Basic phone- 83270) Notes: Current coverage details can be found at w,ntwverizonvvireless.com SR. attached Calling Plan and Feature Details for it rpirtant information about calling plans, features and options. 1Friends & Farrily eligibility varies on selected calling plan. 2Smartphones and Data Multir r edia Phones require a data package. 4G service requires 4G Equipment and 4G coverage. Account Share Voice Sharing: At the end of each bill cycle, any unused voice allowances for lines sharing on the same account WiII be applied to the overages of the other lines on the same account beginning with the line with the highest overage need. NVLPT Nationwide for Business Calling Plans The calling plans belay reflect the monthly access fee discount. No additional discounts apply. Nationwide for Business 450 VVce Mnutes 900 Voice Mnutes Unlimited Voice Mnutes Monthly Pros Fee (Talk) $39.99 (73713) $59.99 (73714) $69.99 (83233) Monthly Access Fee less discount (Talk) $31.19 $46.79 $54.59 Monthly Access Fee (Talk & Text) $59.99 (73761) $79.99 (73762) $89.99 (83234) Monthly Access Fee less discount (Talk &Text) $46.79 $62.39 $70.19 Domestic Anytirip Voice Mnutes 450 900 Unlimited Friends & Family (up to 10 nurrbers per account) Induded with share plan only Indudedl Vdce Overage Rate $0.25 per rrinute National Mobile to Mobile Unlimited Domestic Night & Weekend Mnutes Unlimited Domestic Long Distance Included Data Sent or Received $1.99/ MB or per data package2 Domestic Text, Picture and Video Messages 100 Included (76678) Overage per message: Incoming Text $0.02/ Outgdng Text $0.10 / Pic & Video $0.25 Optional Features Domestic Text, Picture and Video Messages Unlimited (75439) $12.00 per I i ne Domestic Push To Talk Rus $2.00 (Basic phone- 83270) Notes: Current coverage details can be found at wwnn .venzonvvireless.com See attached Calling Ran and Feature Details for itrsortant information about calling plans, features and options. 1Friends & Fanily eligibbilityvaries on selected calling plan. 2Smartphones and Data Multimedia Phones require a data package. 4G service requires 4G Equipment and 4G coverage. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 2 of 41 WIRELESS VOICE & DATA PLANS Unlimited Ran for Srriartphones - Govemrrient Government Subscribers Only This plan is not eligible for monthly access fee discounts. Monthly Access Fee $70.00 (99719) Monthly Anytime Minutes — Domestic, Canada and Mexico Unlimited Domestic Data and Messaging Allowance* Unlirrited Canada & Mexico Data and Messaging Allowance** Unlirrited Mobile Hotspot^ Included Domestic, Canada and Mexico Long Distance Toll Free^^ Included International Messaging Allowance^^^ Unlirrited Notes: Coverage area includes the Verizon Wireless 4G network; and the 3G and Extended partner networks, while available. Data speeds are not guaranteed while on Extended or roaring partner networks. Only a 4G LTE GSMVUMTS global -capable smartphone can be activated on this plan. No domestic roaming or long distance charges. *After 25 GB of data usage on a line during any billing cycle usage may be prioritized behind other customers in the event of network congestion. To ensure users are able to maximize their high-speed data use for business applications, video applications will stream at up to 480p. **For data usage in Canada and Mexico, after the first 512 MB of usage in a day, throughput speeds will be reduced for the remainder of the day. ^Mobile l-btspot is available on all capable devices and allows the line to share data allowance with multiple W-Fi enabled devices. If 15 GB of Mobile Hotspot data usage is exceeded on any line in any given billing cyde, Verizon Wireless will limit the data throughput speeds for additional usage for the remainder of the then -current billing cyde for the line that exceeds the data usage. ^^Tdl free calling from the US to Canada and Mexico, from Mexico to the US and Canada, and from Canada to the US and Mexico. ^^^Unlimited Messaging from within the United States to anywhere in the world ld where messaging services are available. For other rressaging rates go to wow .verizonvMrelrss.00m Custom 4G Verizon Unlimited Smartphone Plan for Public Sector Government Subscibers Only The calling plan below reflects the monthly access fee discount. No additional discounts apply. Only 4G LTE GSMUMfS global -capable smartphones can be activated on this plan. Monthly Access Fee $65.00 (13656) Monthly Access Fee (Discount Applied) $50.70 Monthly Mnutes in U.S Unlimited Domestic Data Allowance Unlimited(1) Domestic Mobile Hot spot Unlirrited(2) Domestic and International Messaging Allowance Unlinited(3) Notes: Current coverage details can be found at www.verizonwireless.00m No domestic roaring or long distance charges. Coverage indudes the Verizon Wireless 4G network; and the 3G and 3G Extended networks, while available. (1) In the event of network congestion, after 10GB of data usage on a line during any billing cyde, usage on such line may result in slightly slower download speeds relative to another user. To ensure users are able to maximize their high-speed data use for business applications, video applications will stream at 480p. (2) Mobile Hotspot is available on all capable devices and allows Corporate Subscribers to use their device and share data allowance with multiple W-Fi enabled devices. If 10GB of Mobile Hotspot data usage is exceeded on any line in any given billing cyde, Verizon Wireless will limit the data throughput speeds for additional usage for the remainder of the then -current billing cycle for the line that exceeds the data usage. (3) Unlimited Messaging from within the United States to anywhere in the vcrld where messaging services are available. For other messaging rates go to wwwv.verizonw reIe s.com Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 3 of 41 The New Verizon (Up to Ran - Talk, Text and Data: Government Subscribers 10 Phone/Internet Devices/20 Connected Devices) Select Device Type Smartphones Purchased at Discounted Smartphones Purchased at Full Retail Rice or Basic Phones 4G LTE Routers - with voice only(sFo 84019) or 4G LTE Broadband Router Data Jetpacks/Netbooks/ /Notebooks/ USBs (SF084022, 84023, 84024) and Tablets Wireless Home Select Connected Devices3 Price (Matrix) (SFO 84014) $40.00 per device Customer Provided Equipment (SF084015**) $20.00 per device The calling (SFO 84016) $20.00 clew Pere plans below Select Voice and Data (SFO 84020) Monthly $20.00 per device Data Amount reflect the month Line (Talk y access Only(SFO 84018) Access Fee $10.00 per device and Text are Unlimited) fee discount. (including C-�.ule Chromet ook) (SFO 84021)/ 4G LTE Internet device (Installed)1(SFO84025) $10.00 per device No additional discounts apply. phone2 (SFO84017) $20.00 de ice (SF084026, 84027, 84028) $5.00 per device Monthly Account Access Fee Maximum Number of Lines (per billing account) Shared Data Allowance Domestic a Cverage Safety Modes () Safety Modes (672) Carryover Data (671) Data BOOSt7 (681) $35.004 $27.30 (96325) 2 GB (Small) $5.00 N/A $5900 $39.00 (96327) 4 GB (Medium) $5.00 N/A $70.00 $54.60 (96323) Up to 10 8 GB (Large) $5.00 N/A $99005 $70.20 (96329) Phone/ 16 GB (XLarge) NIA Included $1 005 $8580 (96331) Internet 24 GB (XX Large) N/A Included $15.00 for 1 $435005 $105.30 (96333) devices 30 GB $15.00 per 1 GB N/A Included Included GB 005 $140.40 (9633.34) Up to 20 40 GB N/A Included (optional) $225005 $175.50 (96335) Connected 50 GB N/A Included $27-9005 $210.60 (96337) Devices 60 GB N/A Included $360.005 $280.80 (96339) 80 GB NIA Included $459005 $351.00 (96340) 100 GB N/A Included General Allowance Minutes Unlimited Domestic Long Distance Included BlackBery Enterprise Server $15.00 per line (77515) Cloud Storage 5 GB per line Unlimited Domestic Text and Multimedia Messages and International Text Messages Included Domestic Mobile Hotspot Included Notes: Data -only devices on thrf.r, plans share in the data allowance but do not share the minutes or message allowance unless the device is capable. t LTE Internet (Installed) require the nevv Verizon Plans 8 GB or higher.2Wreless Home Phone shares in the unlimited voice minutes but not the message or data allowance. 30n1y approved connected devices are eligible. 4No additional discounts apply. 5A11Talk, Text and Data allowances on the new Verizon Rai XL or higher plans include Mexico and Canada and unlimited calling from the US to Mexico and Canada at no additional charge. TravelPass (induding Canada and Mexico) may be added on the nevv Verizon Ran XL or higher plans for access to additional countries. 6Safety Mode speeds do not impact the quality of HD calls; however, the spePils will impact HD video calling experience. Mile in Safety Mxfe customer can retum to full 4G LTE speed by purchasing Data Boost or switching to a plan with a higher data allowance. 7Data Boost allows additional 4G LTE data to be purchased when needed. Arm ints with Data only devices must use the data only plans. Current coverage details can be found at www.verizorlwireless.com Aco'ss fee disrotrnts applied at the account level only. Text Mes..ages originating from Mexico are $0.50 per message sent (per recipient) and $0.05 per rmssage received on the 2G$ 4GB, and 8 GB plans. Data allowances from new Verizon Plans with not share with any other Verizon Plans. The new Verizon Ran is not compatible with Private Network Traffic Management. Sharing: Sharing is available only anru iy Government Subscribers on Verizon Plans -Talk Text and Data for up to 101ines on the same account. 'The $40.00 n a rthly line access for Smartphones will automatically charge to $20.00 r ru ithly line access once the line term is fulfilled. Proration may crn ir. Promotions may be available for Monthly Line and Account Access Fees. Roam contact your Government Account Manager. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 4 of 41 The NewVerizon Ran for Business Ran - Talk, Text and Data Plans: Government Subscribers (Up to 25 Phone/Internet Devices/50 Connected Devices) Select Device Type Smartphones Purchased at Discounted Price (Matrix) (SFO 84040) Smartphones Purchased at Full Retail Price or Q.IStomer Provided Equipment (SFO 84041**) Basic Phones (SF084042) 4G LTE Routers - with voice only(sFo 84044) or 4G LTE Routers (with voice and data bundle) (SFO 84045) 4G LTE Routers (data only) (SFo84018) Jetpacks(sFo 84022)/ Netbooks/ Notebooks(SFo 84024)USBs(SFO 84023) Tablets (including Google Chrorrebook) (SFO 84021) Wreless Phonel(sFo 84043) Select Connected DeviceS2 (sFo84026, 84027, 84028) Monthly Line Access Fee $35.00 per device $15.00 per device The calling $15.00 per device Select plans below reflect $15.00 $10.00 per device per device Data Amount (Talk and Text are Unlirrited) the monthly access fee discount. No $10.00 per device additional discounts $15.00 per device apply. $5.00 per device Monthly Account Access Maximum Number of Lines (per billing account) Shared Data allowance Domestic Data Overage Safety M0de3 (672) Carryover Data (671) Data Boost4 (681) $47500 $136.50 (96345) Up to 25 Phone/ Internet devices Up to 50 Connected Devices 25 GB3 $15.00 per 1 GB Included Included $15.00 for 1 GB (optional) 35 GB3 $24540 $191.10 (96366) $350.00 $273.00 (96368) 50 GB3 $500,00 $390.00 (96369) 85 GB3 $750.00 $585.00 (96370) 150 GB3 $4000.00 $780.00 (96371) 200 GB3 General Allowance Minutes Unlimited Domestic Long Distance Included BlackBerry Enterprise Server $15.00 per line (77515) aoud Storage 5 GB per fine Unlimited Domestic Text and Multimedia Messages and International Text Messages Included Domestic Mobile Hotspot Included Notes: Data -only devices on thrrr plans share in the data allowance but do not share the minutes or message allowance unless the device is capable. 'Wireless Home Phone shares in the unlimited voice rrinutes but not the message or data allowance. 20n1y approved connected devices are eligible. All Talk, Text and Data allowances on the new Verizon Plan for Business Plan include Mexico and Canada, and unlimited calling from the US to Mexico and Canada at no additional charge. TravelPass (inducting Canada and Mexico) may be added to the new Verizon Plan for Business plans for access to additional countries. 3Safety Node speeds do not impact the quality of HD calls; however, the speeds will impact HD video calling experience. Wile in Safety Node customer can retum to full 4G LTE speed by purchasing Data Boost or switching to a plan with a higher data allowance. 4Data Boost allows additional 4G LTE data to be purchased when needed. Arran -Its with Data only devices mist lee the data only plans. Cun-ent coverage details can be found at w,rw .verizonwwireless.00m Access fee discounts applied at the account level only. Irlduded Text Messages originating in the U.S. to Canada and Mexico. The new Verizon Plan is not compatible with Private Network Traffic Managerrent. Sharing: Customers subscribing to Verizon Plan for RI rsiness will be billed on separate billing accounts and invoices. Sharing is available only among Government Subscribers on thmc Verizon Plan for Business — Talk Text and Data with 11 or more lines on the same account. 'The $35.00 monthly line access for Smartphones will automatically change to $15.00 monthly line access once the line temp is fulfilled. Proration may crn tr. Promotions may be available for Monthly Line and Account Access Fees. Please contact your Government Arm int Manager. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 5 of 41 The New Verizon Single Basic Phone Plan: Unlimited Talk and Text Oily The calling plan below reflects the monthly access Basic Phones fee discount. No additional discounts apply. Only 3G or 4G LTE Basic Phone 4G LTE Basic Phone Oily Monthly Device Access Fee $30.00 (98245) $5(40 $39.00 (98817) Domestic Anytime Voice Allowance Per Month Unlimited Voice Per Minute Rate (after allowance) N/A Domestic Data Allowance 500 MB 4 GB Data Overage $5.00 per 500 MB Domestic Long Distance Included Domestic Text Messages Unlimited Notes: Current coverage details can be found at www.vedzonwireless.c om Not eligible for monthly access discounts. The new Verizon Basic Ran is not available for accounts with Srrartphones data devices, or connected devices Customers subscribing to the new Verizon Single Basic Ran and non- nevv Verizon Basic Ran will be billed on separate tilling accounts and invoices. The New Verizon Single Basic Ran is a standalone plan. NVLPT Local Rat Rate Calling Ran The calling plan below reflects the monthly access fee discount. No additional discounts apply. NVLPT Local Rat Rate Calling Ran Government Subscribers Only Monthly Access Fee $8.99 (Market specific) Domestic Anytime Mnutes 0 Per Mnute Rate $0.10 Domestic Long Distance Included National Access Roaring $0.69 Domestic Data Sent or Received $1.99 /1V6 or per data packager Optional Features 1000 Domestic Night & Weekend Mnutes OR 1000 Nationwide Mobile to Mobile $5.00 additional monthly access fee per line (72062) Notes: Current coverage details can be found at wvw .vedzonwireless.ccm S attached Calling Ran and Feature Details for irrpatant information about calling plans, features and options.13Gr4G Smartphcnes and 3G'4G Multimedia Phones require a data package. Nationwide Rat Rate Calling Ran The calling plan below reflects the monthly access fee discount. No additional discounts apply. Nationwide Rat Rate Government Subscribers Only Monthly Access Fee $11.99 (73809) Monthly Anytime VoiceMnutes 0 Domestic Voice Per Mnute Rate $0.25 Domestic Long Distance Included Data Sent or Received $1.99/ IVB or per data packager Notes: Current coverage details can be found at www.vedzonwireless.com See attached Calling Ran and Feature Details for inportant irt[Urtution about calling plans, features and options. 1Smartphones and Multirf kidia Phones require a data package. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 6 of 41 Nationwide Push The calling plan below reflects the to Talk Plus Calling Plan (non -share) monthly access fee discount. No additional discounts apply. Nationwide Push to Talk Plus (non -share) Government Subscribers Only Monthly Access Fee $19.99 (94244/92857) Monthly Anytime Voice Mnutes1 0 One to One & Group Talk Unlimited Bata Sent or Received $1.991 MB or per data package2 Notes: Ourrent coverage details can be found at www.verizonwireless.com See attached Calling Ran and Feature Details for ilportant infornotion about calling plans, features and options. Push to Talk Plus terms and conditions apply.'Subscribers to the Push to Talk Plus Unlirrited Calling Ran cannot place or receive regular cellular wirelc calls other than to 611 and 911. (These calls may be placed anywhere in the Nationwide Rate and Coverage Area). If the voice block feature is removed, subscribers will be charged $0.25 per rrinute for non-Ftish to Talk Plus voice calls. 2Srrartphorles and MJItirnilia Phones require a data package. Nationwide Add -a -Line Voice Ran with Push to Talk Plus The calli • plan below reflects the NationwideAdd-a-Line Voice Ran with Push to Talk Rus Monthly Access Fee month) aaxss fee disml int. No additional discounts apply. Government Subscribers Only $18.991 (94990/92904) Monthly Anytime Voice Minutes 0 Mnutes IVinutes can share minutes from voice and/or voice & data bundle plans Push to Talk Plus Unlimited Domestic Voice Per Minute Rate $0.25 Domestic Night & VVeekend Mnutes Unlimited Domestic Nationwide Mobile to Mobile Unlimited Domestic Long Distance Included Domestic Roaring Rate per rrinute $0.25 Domestic Text (SMS) and Multimedia (MMS) Messages 100 Inducted Overage: $0.20 (SMS) Text, $0.25 (MS) sent/reoeived Data Sent or Received $1.99/ IVB or per data package2 Notes: Current coverage details can be found at www.verizonwirelass.com Soc. attached Calling Ran and Feature Details for important information about calling plans, features and options. Push to Talk Plus temps and conditions apply. 1No More than 50% of plans on a single account can be placed on the $18.99 Additional Line Vdce & Push to Talk Plus plans 2Smartphones and Data Multimedia Phones require a data package. Account Share Voice Sharing: At the end of each bill cyde, any unused voice allowances for lines sharing on the same account will be applied to the overages of the other lines on the same account beginning with the line with the highest overage need. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 7 of 41 NVLPT 3G'4G Nationwide Email for Govemment Calling Plans The calling plans below reflect the monthly access fee discount. No additional discounts apply. NVLPT Nationwide for Government 400 Voice Mnutes 600 VdceMinutes 1000 Voice Mnutes Monthly Access Fee (non -share) $61.53 (74510) $78.19 (74512) $93.58 (74514) Monthly Access Fee less discount (non -share) $47.99 $60.99 $72.99 Monthly Access Fee (Account share) $64.09 (74511) $80.76 (74513) $96.16 (74515) Monthly Acce% Fee less discount (share) $49.99 $62.99 $75.00 Monthly Access Fee (EVP (Profile) share) $64.09 (76369) $80.76 (76370) $96.16 (76371) Monthly Access Fee less discount (EVP (Profile) share) $49.99 $62.99 $75.00 Monthly Anytime Voice Mnutes 400 600 1000 Friends & Family (up to 10 nurrbers per account) Included Voice Overage Rate $0.25 per minute Domestic Mobile to Mobile Unlimted Domestic Night &VVeekend Minutes Unlimited Domestic Long Distance Included Domestic Data Allowance Unlimited* Domestic Text (SMS) and Multimedia (VMS) Messages Unlimited Optional Features Domestic Push To Talk Plus $2.00 (Smartphone- (76785/81129/81174) Unlimited llotspot/Tethering $10.00 per line (82219 3G) (764454G) Notes: Current coverage details can be found at whw.vetizonnireless.com gee attached Calling Ran and Feature Details for inportant information about calling on the same account will be applied to the overages of allovences for lines sharing across multiple accounts will be given billing cycle on any line. Data throughput speeds for the 25 GB high-speed data usage threshold. We reserve the plans, features and options. Account Share Voice Sharing: At the end of each bill cycle, any unused voice allowances for lines sharing the other lines on the same account beginning with the line with the highest overage need. EVP (Profile) Share - Voice Sharing (Domestic Only): At the end of each bill cyde, any unused voice applied proportionally to all lines with overages. *Verizon Wreess will limit the data throughput speeds should 25 GB of data usage be reached in any additional usage will be limited for the remainder of the then -current bill cyde for the line(s) that exceed right to adjust data throughput limitation thresholds to as low as 5GB with prior written notice. NVLPT 3G/4G Nationwide Entail for Government Nationwide Add -a -Line Ran The call i • • an blow refltis the month access fee distal( int. No additional discounts .1• . NVLFT 3G4G Nationwide Email for Government Add -a -Line Ran Government Subscribers Only Monthly Access Fee $35.991(86140) Monthly Anytime Voice Mnutes 0 Minutes Mnutes can share minutes from voice & data bundle plans Domestic Voice Per Minute Rate $0.25 Domestic Bight &VVeekend Mnutes Unlimited Domestic Nationwide Mobile to Mobile Unlimited Domestic Long Distance Included Domestic Data Allowance Unlimited* _ Domestic Text (SMS) Unlimited Notes: Current coverage details can be found at wuwd.verizonwireless.com See attached Calling Ran and Feature Details for it rpirtant information about calling accounts total share lines. The $35.99 Add -A Line plan shares with the NVLPT be reached in any given billing cyde on any line. Data throughput speeds for the line(s) that exceed the 25 GB high-speed data usage threshdd. We reserve the notice. allowances for lines sharing on the same account NMI be applied to the overages of need. plans, features and options. 1The $35.99 Add -a -Line plan can only be 50% of an Nationwide for Government 400, 600 and 1000 rrinute plans. * Verizon Wireless will limit the data throughput speeds should 25 GB of data usage additional usage will be limited for the remainder of the then -current bill cyde for right to adjust data throughput (irritation threshdds to as low as 5GB with prior written Account Share Voice Sharing: At the end of each bill cyde, any unused vdce the other lines on the same account beginning with the line with the highest overage Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 8 of 41 M/LPT Smartphone Calling Plans for Government Subscribers The calling plan below reflects the monthly access fee discount. No additional discounts apply. I . 6:-. 1::-. Sync• ..« :_ • i• •• •c'•-WlthIVY..:•' • •• • . •':•.,'O' • " :'I...• Monthly Access Fee _; (86139) Domestic MB Allowance Unlimited* Domestic Voice Per Mnute Rate1 $0.12 Domestic Nationwide Mobile to Mobile Unlimited Domestic Text (SMS) and Multi redia (NMS) Messages Urilirrited Domestic Long Distance2 Included Notes: Current coverage details can be found at www.verizonwireless.com See attached Calling Ran and Feature Details for important info irration about calling plans, features and options. Subject to the Data Services terms BlackBeny Plans. Current coverage details can be found at when plating calls in the America's Choice home airtime rate * Verizon Wireless will lirrit the data throughput speeds should additional usage will be limited for the remainder of the then right to adjust data throughput limitation thresholds to as low and conditions; additional tenTs and conditions apply to Unlirrited, Megabyte (M3), Smartphone and wvwv.verizonwireless.com 1Per minute roarring applies to Voice calls.2ftrr stic long distance is induded and coverage area. 25 GB of data usage be readied in any given billing cyde on any line. Data throughput speeds for -current bill cyde for the line(s) that exceed the 25 GB high-speed data usage threshold. We reserve the as 5GB With prior written notice.. Flexible Business Plans For Basic & Smartphones The calling plans below reflect the monthly access fee discount. No additional discounts apply. Basic Phones* Smartphones1 Monthly Aces Fee $35.00 (92731) $65.00 (92732) $75.00 (92736) $85.00 (92737) $95.00 (92738) $105.0 (92740) Monthly Access Fee lose discount $27.30 $50.70 $58.50 $66.30 $74.10 $81.90 Shared Data Allowance 100 MB 2 GB 4 GB 6 GB 8 GB 10 GB Data Overage $10.00 per GB Mobile Hotspot2 Included Monthly Anytime Mnutes Unlimited Allowance3 Unlinted Domestic and International .4 •i • .t •i • Optional Features Domestic Push to Talk Plus Additional monthly acrPss fee per line $5.00 per line Notes: Current coverage details and additional plan and feature information can be found at wwwverizonwireless.com No Domestic Roarring or Long Distance Charges. 4G service requires 4G Equipment and 4G coverage. Government subscribers only. * Basic phones may only be added to an account with at least 1 Smartphone (bill account level). 1. Access to corporate email using BlackBeny Enterprise Server (BES) is available for an additional $15.00 per line. 2. Mobile Hotspot is available on all capable devices and allows you to use your device and share data allowance with multiple W-Fi enabled devices. 3. Unlimited Messaging from within the United States to anywhere in the wand where messaging services are available. Data Sharing: Lines activated on these plans can only share with other lines on these plans and with lines on the Flexible Business Rans for Data Devices. At the end of each bill cyde, any unused data allowances for lines sharing on the sarre account will be applied to the overages of the other lines on the sane account beginning with the line with the lowest overage need. Ran changes may not take effect until the billing cycle fdlowing the change request. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 9 of 41 WIRELESS DATA SERVICES Data Only Plans: Government Subscribers (Up to 10 Data Only Devices) Select Device Type Jetpacks1 (SF077555) USBs (SF077555) Net books/ Notebooks, LTE Internet (SFO 77555, 78045) 4G LTE Routers with data only (SF077555) Verizon 4G LTE Broadband Routers with data only (SFO 79392) Tablets (induding Google Chrorrebook and Amazon Nndle Fire) (SFO 77567) Connected Devices (SF078303) Nbnthly Line Amass Fee $20.00 per device $20.00 per device $20.00 per device $20.00 per device $20.00 per device $10.00 per device $5.00 per device Select Data Amount The calling plans below reflect the monthly acres fee discount. No additional discounts apply. Nbnthly Account Access Maximum Number of Devices (per billing account) Shared Data Allowance Domestic Data Overage $20.002 (90525) Tablet & Connected 'Devices only 2GB $30.002 (86504) 4 GB $40.00 $31.20 (86505) 6 GB $50.00 $39.00 (86506) 8 GB $60.00 $46.80 (86507) 10 GB $70.00 $54.60 (86508) 12 GB $80.00 $62A0 (86509) 14 GB $90:00 $70.20 (86510) Up to 10 16 GB $15.00 per 1 GB $100.00 $78.00 (86511) 18 GB $1-19.00 $85.80 (86512) 20 GB $185.00 $144.30(86513) 30 GB $260.00 $202.80 (87271) 40 GB $335.00 $261.30 (812r2) 50 GB $41800 $319.80 (93910) 60 GB $560.00 $436.80 (93911) 80 GB $710:00 $553.80 (90912) 100 GB Domestic Messaging (Text and Multimedia) $10.00 for 1000 message package Pay as you go or message package overage: $0.20 (SMS) Text, $0.25 (MV1S) sent/received Cloud Storage 5 GB per line (rust be selected) Notes: Data -only devices on these plans share in the data allowance but do not share the rrinutes or message allowance unless the device is capable. Verizon Plans data -only plans are not available for accounts With Smartphones, basic phones or connected devices with voice. 1LTE Internet (installed) devices require a data package of 10 GB or higher. 2No additional discounts apply. Current coverage details can be found at wwW.verizonwireless.com Access fee discounts applied at the account level only. Sharing: Customers subscribing to Verizon Plans - Data Only - will be billed on separate biting accounts and invoices. Sharing is available only among Government Subscribers to them Data Oily Plans - Data Only on the sane account. Promotions may be available for Monthly Line and Account Access Fees. Please contact your Government Account Manager. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 10 of 41 Business Data Only Plans: Government Subscribers (Up to 25/50/100 Data Oily Devices) Select Device Type Jetpacks (SFO 77555) USBs (SFO 77555) Net books/ Notebooks, LTE Internet (SFO 77555, 78045) 4G LTE Broadband Router (SFO 77555) Verizon 4G LTE Broadband (SFO 79392) Tablets (including GoogleChrorrebook) (SFO 77567) Connected Devices (SFO 78303) $20.00 per device $20.00 per device Monthly $20.00 per device Line Access Fee $20.00 per device $20.00 per device $10.00 per device $5.00 per device Select Data Amount The calling plans below reflect the monthly acrPss fee discount. No additional discounts apply. Monthly Account Access Maximum Number of Devices (per billing account) Shared Data Allowance Domestic Data Overage $1 00 $144.30 (87184) 30 GB $245:00 $191.10 (87185) Up to 25 40 GB $350.00 $273.00 (87186) 50 GB $419.99 $319.80 (90430) 60 GB 1 GB $560.00 $436.80 (90431) Up to 50 80 GB $15.00 per $710.00 $553.80 ( 90429) 100 GB $1,025.00 $799.50 (91521) Up 100 150 GB $1,499.09 $1,092.00 (91520) to 200 GB Domestic Text Messaging 10.00 for 1000 text and multi r f ledia Overage: $0.20 (SMS) Text, $0.25 (MMS) sent/received optional aoud Storage 25 GB per line (must be selected) Notes: Data -only devices on these plans t tse the data allowance but do not use the minutes or message allowance unless the device is capable. The Small Business for data -only devices is not available for accounts with Smartphones, basic phones or connected devices with voice. Current coverage details can be found at vwwvverizonnireless.com Access Fee discounts applied at the account level only. Sharing: Sharing is available only arrong Govemn ent Subscribers to these Rsiness Data Only Plans - Data Only. Calling plan changes may not take effect until the billing cyde fdlowing the change request. Text, Picture and Video m ssages are not eligible for sharing. Data allowances from R siness Data Only plans will not share with any non- Business Data Only Plans. Safety Node, Carryover Data and Data Boost features cannot be added to data -only plans. Promotions may be available for Monthly Line and Account Access Fees. Please contact your Govemment Account Manager. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 11 of 41 Flexible Business Plans The calling plans below reflect the monthly access For Data Devices fee discount. No additional discounts apply. Connected Devices Connected Devices, Tablets, Net books, Notebooks Connected Devices, Tablets, Netbooks, Notebooks, Jetpacks, USBs, Mobile Broadband Devices Monthly Access Fee $5.00 (92739) $10.00 (92741) $35.00 (92742) $45.00 (92744) $55.00 (92745) $65.00 (92746) $75.00 (92747) Monthly Access Fee Iodic discount $5.00 $10.00 $27.30 $35.10 $42.90 $50.70 $58.50 Shared Data Allowance 1 MB 100 MB 2 GB 4 GB 6 GB 8 GB 10 GB Data Overage Rate $10.00 per GB Notes: Current coverage details and additional plan and feature information can be found at vtnnw.verizornroireless.00m 4G service requires 4G Equipment and 4G coverage. Government subscribers only. Data Sharing: Thcsc plans only share with other lines on these plans and with lines on the Flexible Business Plans for Basic & Smartphones. At the end of each bill cyde, any unused data allowances for lines sharing on the same arrnunt will be applied to the overages of the other lines on the same account beginning with the line with the lowest overage need. Ran changes may not take effect until the billing cyde fdlowing the change request. Rex ible Business Plans For Data Devices - Connected Device / Internet with Vane The calling plans below reflect the monthly access fee discount. No additional discounts apply. Connected Device* Broadband Router Monthly Access Fee $5.00 (94532) $65.00 (94495) $75.00 (94496) $85.00 (94497) $95.00 (94500) $105.00 (94504) Monthly Access Fee less discount $5.00 _ S58.50 $66.30 $74.10 $81.90 Shared Data Allowance 1 MB 2 GB 4 GB 6 GB 8 GB 10 GB Domestic Data Overage Rate $10.00 per GB Notes: Current coverage details and additional plan and feature information can be found at www.verizonwireless.com 4G service requires 4G Equipment and 4G coverage. Government subscribers only. Data Sharing: Those plans only share with other lines on these plans and with lines on the Flexible Rtisiness Plans for Basic & Srrartphones. At the end of each bill cyde, any unused data allowances for lines sharing on the same account will be applied to the overages of the other lines on the same account beginning with the line with the loowest overage need. Ran changes may not take effect until the billing cyde fdlowing the change request. Custom Rat Rate IVbbile Broacband - Government Government Subscribers Only This plan is not eligible for monthly access fee discounts. Monthly Access Fee $34.99 (99716) Domestic Data Allowance* Unlimited Overage Rate per KB NA NOTE: Subject to the Mobile Broadband terms and conditions; additional terra and conditions apply to Unlimited, Megabyte (MB), and Smartphone data Plans. Throughput speeds on the Custom Rat Rate Mobile Broadband will be limited up to 600kbps throughout the duration of each billing cyde while on the Verizon Wreless 4G network only. Data speeds are not guaranteed while on Extended or roaming partner networks. Devices utilized in conjunction with the Custom Rat Rate Mobile Broadband plan are limited to mobile (non -stationary) applications. Dedicated intemet connections on stationary router devices and strearring video on stationary video surveillance cameras are expressly prohibited on this rate plan. Custom Mobile Broadband Ran II — Government Government Subsaibers Only This plan is not eligible for monthly access fee discounts. Monthly Access Fee $44.99 (99717) Domestic Data Allowance Unlimrited Overage Rate Per KB NA NOTE: Subject to the Mobile Broadband terms and conditions; additional terms and conditions apply to Unlimited, Megabyte (MB), and Smartphone data Plans. Verizon Wreless will lirrit throughput of data speeds should 30GB of data be used within a given bill cyde. Devices utilized in conjunction with the Custom Mobile Broadband Ran II are limited to mobile (non -stationary) applications. Data speeds are not guaranteed while on Extended or roaming partner networks. Dedicated internet connections on stationary router devices and strearring video on stationary video surveillance cameras are expressly prohibited on this rate plan. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 12 of 41 Data Packages for Feature Phones and Smartphones The Data '... • o, are eligible for monthly access fee dismounts and promotions, when available' MonthlyAxess Per Line when added to an eligible voce plan N/A Data Allowance -0- Rate After Allowlice $1.99 per MB Optional Business Email Feature Carpatible with server based email solutions N/A $10.00 (77810) 75 1VB .00 $10 per each additional 75 MB of usage wA $12.001 (Basic Devices Only) IV13 $15.00 per each additional GB of300 usage N/A $80.00 $23.40 2, 3 (Srrarlphone 76375) (Basic 76381) 2 GI32 $10.00 per each additional GB of usage $15.00 Notes: Cunertt coverage details can be plans, features and options.. 'The $12.00/300MB higher, this feature cannot be activated on select Business calling plans3Smartphcne packages contained herein. found at wwnrvvedzonwireless.com See attached Calling Ran and Feature Details can be added to a voice only price plan data package is eligible for a monthly access with a minimum allowance of 2GB. Personal for important inforretion about calling with a monthly access fee of $15.99 or fee discounts when combined with Email Feature is induded with all data data package for Basic Devices a Srrartphone Device. zThe $30.00/2GB Subscribers require a data package Mobile Broadband Data Plans The calling plans Mobile Broadband Pricing Monthly Access Fee below reflect the monthly access fee discount. No for Tablets, Netbooks, 4G LTE Nbden , 3G & 4G $30.001 (85320/85327) additional discounts apply. LTE Dedicated Mobile Hotspots $39.99 (84357/ 98715) Domestic Monthly Data Allowance 2033 Unlimited* Per GB Rate After Allowance $10.00 per each additional GB of usage N/A Domestic Per Mnute Rate2 $0.25 per minute Domestic Long Distance Induded Notes: Current coverage details can be found at plans, features and options. 4G and 3G Mobile coverage. 2Per Mnute Rate applies to vdce calls * Verizon Wireless will limit the data throughput additional usage will be limited for the remainder right to adjust data throughput limitation thresholds wniwv.verizonwireless.com CPP attached Calling Ran and Feature Details for important information about calling 4G service requires 4G equipment and 4G Broadband coverage details can be found at www.verizonwreless.cam and other non-NationalAccess data usage in the United States. speeds should 25 GB of data usage be readied in any given tilling cyde on any line. Data throughput speeds for of the then -current bill cyde for the line(s) that exceed the 25 GB high-speed data usage threshold. We reserve the to as law as 5GB with prior written notice. Public Sector Nbbile Broadband Share Plans: Governrrent Subscribers Only The calling plans below reflect Public Sector Mobile Broadband Monthly Access Fee the monthly access fee discount. 5 Ggabytes $39.99 (90239) No additional discounts apply. 10 Ggabytes $59.99 (90240) 20 Ggabytes $99.99 (90241) Shared Domestic Data Allowance 5GB 10GB 20GB Overage Per Gigabyte $8.00 Per Gigabyte Note: This plan is available for domestic data only devices, co the Verizon Wireless network only. Data Sharing: At the end of each bill cyde, any unused data the line with the lowest overage coverage details can be to one of these service plans other. allowances for lines sharing on the same account will be applied need. Ran changes may not take effect until the tilling cyde found at wwwvedzonwirdcoc.com New activations on these to the overages of the other lines on the sarre account beginning with following the change request. Current NationalAa.,cess and Mobile Broadband service plans require 4G LTE devices. Existing customers transitioning Public Sector Mobile Broadband Plans are able to share with each are able to utilize existing 3G devices. The 5GB, 10GB, and 20GB Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 13 of 41 MACHINE TO MACHINE (M2M) IVbbile Broadtand Machine to Machine (M2M) Share Group 1 Plans - Law Usage The data plans below reflect the monthly access fee discount. No additional discounts apply. Mobile Broadband Machine -to -Machine Plans 1 Megabyte 5 Megabytes 25 Megabytes 50 150 Megabytes Megabytes Domestic Profile Shared Data Allowance 1 MB (87660) 5 MB (87661) 25 MB (87662) 50 MB (87663) 150MB (87664) Monthly Access Fee $5.00 $7.00 $10.00 $15.00 $18.00 Domestic Account Shared Data Allowance 1 MB (87640) 5 MB (87641) 25 MB (87642) 50 MB (87643) 150MB (87644) Monthly Access Fee $5.00 $7.00 $10.00 $15.00 $18.00 Overage Rate Per Megabyte $1.00 Mobile Broadjand IVlachine to Machine (M2M) Share Group 2 Plans - Figh Usage The data plans below reflect the monthly access fee discount. No additional discounts apply. Mobile Broadband Machine -to -Machine Flans Domestic Profile Shared Data Allowance 250 Megabytes 250 MB (87665) 1 Gigabyte 1 GB (87668) 5 Ggabytes 5 GB (87671) 10 Ggabytes 10 GB (87673) Monthly Acoass Fee $20.00 $25.00 $50.00 $80.00 Monthly Pcoess Fee Tess discount $20.00 _ $25.00 $39.00 $62.40 Domestic Account Shared Data Allowance 250 MB (87645) 1 GB (87646) 5 GB (87647) 10 GB (87648) Monthly Access Fee $20.00 $25.00 $50.00 $80.00 Monthly Access Fee less discount $20.00 $25.00 $39.00 $62.40 Overage Rate Per Megabyte $0.015 Note: Machine to Machine coverage induded the Verizon Wreless 4G, 3G and 3G Extended networks. See attached Calling Plan and Feature Details for important information about calling plans, features and options. Govemrrent Subsaibers may supply their own authenticated Equipment (CAE) approved by Verizon Wreless to be activated on these plans. Netbook, Smartphone, and Tablet devices are not eligible for Mobile Broadband M2M pridng. 4G service requires 4G Telemetry equipment and 4G coverage. All terns and conditions of the Agreement apply to M2M service and M2M Lines as a Wreless Service. Sharing. Custorrer may select either the Ancount Share or M.11ti-Account Share option on the Mobile broadband Machine -to -Machine (M2M) Share Plans. Rease note that the Icrw usage cannot share with the high usage plans on profile share. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 14 of 41 Public Sector Mobile Broadband Machine to Machine (M2M) Share Plans: Government Subscribers Only The calling plans below reflect the monthly access fee discount. No additional discounts apply. Public Sector Mobile Broadband 5 Ggabytes 10 Ggabytes 20 Ggabytes Monthly Access Fee $39.99 (90233) $59.99 (90234) $99.99 (90235) Shared Domestic Data Allowance 5GB 10G3 20GB Overage Per Ggabyte $8.00 Per Ggabyte Note: This plan is available for domestic data only devices, on the Verizon Wreless network only. Data Sharing: At the end of each bill cyde, any unused data allowances for lines sharing on the same amount will be applied to the overages of the other lines on the sane account beginning with the line with the lowest overage need. Ran changes may not take effect until the billing cycle fdlowing the change request. Current NationaIPcn ss and Mobile Broadband coverage details can be found at www.verizonwireless.com New activations on these service plans require 4G LTE devices. Netbook, Smartphone, and Tablet devices are not eligible for Mobile Broadband M2M pridng. Existing customers transitioning to one of these service plans are able to utilize existing 3G devices. Sharing. The 5GB, 10GB, and 20GB Public Sector Mobile Broadband Machine to Machine Plans are able to share with each other. 3Gi4G Mobile Broadband Machine -to -Machine (M2M) Wireless Backup Router Ran: GovemrrEnt Subscribers Only The data plan below reflect the monthly access fee discount. No additional discounts appl 3G'4G M2M Wreless Backup Router Flan Monthly Access Fee (non -pooled) $10.00 (868473G/868484G) Domestic Data Allowance Per Nbnth 251\43 Share option N/A Domestic Overage Rate Per GB $10.00 per GB Domestic Voice Rate Per Minute $0.25 per minute (Device Dependent) Text Messaging Per Message $0.20 per message sent or received (Device Dependent) International Roarring N/A Verizon Wreless network only. Notes: Current coverage details can be found at ww v.verizonwireless.com. S the attached M2M Data Ran and Feature Details as well as Calling Rai and Feature Details in your Agreement for important information about calling plans, cyde in excess of the 25 MB allowance will be charged at the overage Wireless Router Ran is approved for use as a backup solution for the right to move Customer to the standard c m rr erdal 5 GB M2M 1 GB for three (3) consecutive months. M2M Wireless Backup Router Verizon Wireless' network; no other device types may be activated features and options. During an outage of the primary connection, all usage within the billing rate of $10.00 per GB. Text messaging feature packages may be added to this plan. The business continuity only and is not to be used for primary connectivity. Verizon Wireless reserves price plan should usage on the lines provisioned on the M2M Wireless Backup Router Plan exceed Ran may be used with Private Network. M2M router devices must be approved for use cn on this plan. Not eligible for Verizon Wreless Govemnent Equipment Matrix pridng. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 15 of 41 INTERNATIONAL WIRELESS SERVICES NVLPT Nationwide International Email for Government Calling Plans The calling plans below reflect the monthly acres fee discount. No additional discounts apply. NVLPT Nationwide for Government 400 Voice Mnutes 600 Voice Minutes 1000 Voice Mnutes Monthly Access Fee (non -share) $84.14 (74524/ 86740) $99.99 (74526/86742) $114.62 (74528/ 86744) Monthly Access Fee (non -share) less discount $65.63 $77.99 $89.40 Monthly Access Fee (share) $86.57 (74525/ 86741) $102.43 (74527/ 86743) $117.06 (74529/ 86745) Monthly Access Fee (share) less discount $67.52 $79.89 $91.30 Monthly Anytime Vase Mnutes 400 600 1000 Friends &Family (up to 10 numbers per account) I nd uded Voce Overage Rate $0.25 per minute Domestic Mobile to Mobile Unlinted Domestic light &Weekend Mnutes Unlimted Domestic Long Distance Included Domestic Ennail Allowance Unlimited) International Email Allowance Unlimited Domestic Mcosaging Unlimited Optional Features Domestic Push To Talk Plus $2.00 (Smartphone- 76785/81129/81174) Notes: Requires a 4G Global capable smartphone. Current coverage details can be found at vwwvverizonwireless.00m See attached Calling Ran and Feature Details for important information about calling plans, features and options. The domestic data allowance applies in the United States. The intemational travel data allowance applies in Canada, Mexico, and the rest of the world where coverage is available. To „cc supported countries and rates for services such as voice and messaging, go to verizonwireless.com'interational. VerizonWreless will terrrinate a line of service if more than half of the usage over three consecutive billing cydes is outside of the United States. 1Dornestic Data Allowance: Verizon Wreless will limit the data throughput speRac should 25 GB of data usage be reached in any given billing cyde on any line. Data throughput speeds for additional usage will be limited for the remainder of the then -current bill cyde for the line(s) that exceed the 25 GB high-speed data usage threshold. VVe reserve the right to adjust data throughput limitation thresholds to as low as 5GB with prior viitten notice.. Account Share - Voice Sharing (Domestic Only): At the end of each bill cyde, any unused voice allowances for lines sharing on the same account will be applied to the overages of the other lines on the same account beginning v ith the line Wth the highest overage need. Profile Share - Voice Sharing (Domestic Oily): At the end of each bill cyde, any unused vase allowances for lines sharing across rrultiple accounts will be applied proportionally to all Iines with overages. Zone 1 Countries are as follows: Aland Islands, Albania, American Samoa, Andorra, Anguilla, Antigua, Antarctica, Argentina, Aruba, Australia, Austria, Bahamas, Barbados, Belarus, Belgium Belize, Bermuda, Bolivia, Bosnia and Herzegovina, Brazil, British Virgin Islands, Brunei, Bulgaria, Canimodia, Cayman Islands, Chile, China, Christmas Island, Colon-bia, Cook Islands, Costa Rica, Croatia, Cyprus, Czech Republic, Denmark, Dominica, Dominican Republic, Ecuador, Fi Salvador, England, Estonia, Falkland Islands, Farce Islands, Fiji Islands, Finland, France, French Guiana, French Polynesia, Germany, Gibraltar, Greece, Greenland, Grenada, Guadeloupe, Guars Guatemala, Guemsey, Guyana, Haiti, Honduras, Hong Kong, Hungary, Iceland, India, Ireland, Isle of Man, Italy, Jamaica, Jersey, Latvia, Liechtenstein, Lithuania, L,xerbourg, Macau, Macedonia, Malaysia, Malta, Martinique, Moldova, Monaco, Montenegro, Nauru, Netherlands, Netherlands Antilles, New Caledonia, New Zealand, Nicaragua, Norfdk Island, Northern Ireland, Northern Mariana Island, Norway, Palau, Panama, Papua New Guinea, Paraguay, Pena, Poland, Portugal, Reunion, Romania, Russia, Sonya, San Marino, Scotland, Serbia, Singapore, Slovakia, Slovenia, Solomon Islands, Spain, South Korea, St. Barthelemy, St. Kitts and Nevis, St. Luca, St. Martin, St. Vincent & Grenadines, Suriname, Svalbard, Sweden, Snitzerland, Taiwan, Thailand, Tonga, Turkey, Turks and Caicos Islands, Ukraine, Uruguay, Vanuatu, Vatican City, Venezuela, Vietnam and Wales. Zone 2 Countries are as follows: Afghanistan, Algeria, Angda, Armenia, Azerbaijan, Bahrain, Bangladesh, Benin, Bhutan, Botswana, Burkina Faso, Burundi, Cameroon, Cape Verde Islands, Central African Republic, Chad, Comoros, Congo, Cuba, Djibouti, East Timor, Egypt, Equatorial Guinea, Ethiopia, Gabon, Gambia, Georgia, Ghana, Guinea, Guinea Bissau, Indonesia, Iraq, Israel, Ivory Coast, Japan, Jordan, Kazakhstan, Kenya, Kuwait, Kyrgyzstan, Laos, Lebanon, Lesotho, Liberia, Libya, Madagascar, Malawi, Maldives, Mali, Mauritania, Mauritius, Mayotte Island, Mcronesia, Mongolia, Montserrat, Morocco, Mozambique, Myanmar, Namibia, Nepal, Niger, Nigeria, Oran, Pakistan, Philippines, Qatar, Rwrandcee Republic, Sao Tome and Principe, Saudi Arabia, Senegal, Seychelles, Serra Leone, South Africa, Sri Lanka, South Sudan, Sudan, Swaziland, Syria, Tajikistan, Tanzania, Togo, Trinidad and Tobago, Tunisia, Turkmenistan, Uganda, United Arab Emirates, Uzbekistan, Western Sahara, Yemen, Zambia and Zirrbabwe. Other available countries will be billed at the Zone 2 rates. The list of countries is subject to change. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 16 of 41 International Options Monthly Features: Mexico and Canada The calling features International Options Monthly Feature: Mexico and Canada Monthly Access Fee (1 Month)* below reflect the monthly access fee 0 Voice Minutes 0 Voice Minutes discount. No additional 100 Voice Minutes $15.00 (SP0441)* discounts apply. 250 Voice Minutes $30.00 (SP0425)* 500 Voce Minutes $25 (SPO 443* $10.00 (SP0428)* $20.00 (SP0426)* Monthly Access Fee less discount International Options Monthly Recurring Feature: Mexico and Canada Monthly Access Fee (Recurring)** $10.00 $20.00 0 Vdce Minutes 0 Voice Mnutes $10.00 (SPO427)** $20.00 (SPO446)** $15.00 100 Voice Minutes $15.00 (SP0434)"" $23.40 250 Voice Mnutes $30.00 (SP0424)** $25.00 500 Voice Mnutess $25•00 SPO Monthly Access Fee less discount $10.00 $20.00 $15.00 $23.40 $25.00 Voice Overage Rate Pay Go $0.10/rrinute $0.05/minute Data Allowance' 100 M3 250 MB 100 M3 250 NB 1 GB Data Overage Rate After AIIo'ance2 $10.00/100 NB $20.00/1 GB Messaging AlloVanoe3 Pay Go 100 sent; unlimited incoming 250 sent; unlimited irhoorning 500 sent; unlimited incoming Messaging Overage Rate After Allowance2 Pay Go $0.10/ Message $0.05/Sent Message Notes: Current coverage details and additional coverage is available. All data usage, including and an International GSM capable device. transport charges (deducts from the International www.vedzonwi roiess.corr>'Intemational. 'This is a monthly feature and will be removed "This is a recurring feature and will remain information can be found at Www.verizonWireless.com'The data allowance applies in Canada and Mexico only, where an eligible domestic data plan or feature are induded in the allowance, but incur data Messaging, and Data Roarring can be found at dedicated Mobile I-btspot, deducts from the same data allowance. Requires 2The overage rate is not eligible for dismtlnts. 3Miltimedia messages (MMS) data allowance). Pay Go rates for International Voice, International from the account one month after being added to an account. on the account until removed. International Options Monthly Features: 140+ Countries The calling features below reflect the monthly access fee discount. No additional discounts apply. International Options Monthly Feature: 140+ Countries 0 Voice Mnutes 0 Voice Mnutes 100 Voice Mnutes 250 Voice Mnutes Monthly Access Fee (1 Month)* $25.00 (SPO 431)* $50.00 (SP0 433)* $40.00 (SPO 445)* $85.00 (SPO 423)* Monthly Access Fee less discount $19.50 $39.00 $31.20 $66.30 Intematiorral Options Monthly Recurring Feature: 140+ Countries Monthly Access Fee (Recurring) 0 Voice Mnutes $25.00 (SPO 412)** 0 Voice Mnutes $50.00 (SP0 432)** 100 Voice Mnutes 250 Voice Mnutes $40.00 (SPO /1/1/1)** $85.00 (SPO 422)** Monthly Access Fee less discount $19.50 $39.00 $31.20 $66.30 Voice Overage Rate Pay Go $0.25/rrinute Data Allowance) 100 MB 250 NB 100 MB 250 MB Data Overage Rate After AIIoVance2 $25.00/100 MB Messaging Allowance3 Pay 100 sent; unlimited incoming 250 sent; unlimited incoming Messaging Overage Rate After Allovance2 Pay Go $0.25/Sent Message Notes: Current coverage details and additonal information can be found at is available. All data usage, including dedicated Mobile I-btspot, deducts International GSM capable device. 2The overage rate is not eligible for discounts. charges (deducts from the International data allowance). Pay Go rates www.vetizon ireless.00m'Intematicnal. 1This is a monthly feature and will be removed from the account one 2This is a recurring feature and will remain on the account until removed. www.verizoiwireless.com'11 data allowance applies in 140+ countries where coverage Requires an eligible domestic data plan or feature and an are induded in the allowance, but incur data transport Messaging, and Data Roaring can be found at account. from the same data allowance. 3Multirrtedia messages (MS) for International Vdce, International month after being added to an Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 17 of 41 Gob 1Vbssagingl No additional discounts apply. Global Text Messaging Canada $0.20 per recipient per rressage sent and $0.20 per message received, or according to your Domestic Messaging Ran Other Countries $0.50 per recipient per message sent and $0.05 per message received Global Picture and Video Messaging Canada, Mexico and Puerto Rico $0.25 per recipient per message sent or received, or according to your Domestic Messaging Ran, plus global data roaring charges. Other Countries $0.50 perredpient to send, $0.25 per message to receive plus global data roarring charges. Visit vedzonwireless.00rdintemationalrf rrb for supported countries. Notes: Current coverage details, and list of Other Available Details for important information about calling plans, features calling plan with domestic 3G Mobile Broadband Connect/Mobile Countries can be found at www.vedzonwireless.com'International. See attached Calling Flan and Feature and options. 'Applies to all global -capable devices. Mast be added to a domestic 3G Mobile Broadband I-otspot. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 18 of 41 ADDITIONAL WIRELESS OPTIONS One Talk Solution: Government Subscribers Only The plans/features below reflect any applicable discount. No additional discounts apply. One Talk is a business telephone system that combines landline and mobile phone capabilities into a fully integrated mobile and office solution providi •asin •letel-•hone number " Mobile Data Number/IVDN' with the same mobile and landline features. One Talk Solution: Desk PhonelNbbile Client Price Plan Type Line Level Rans (e.g. Flexible Business Plans, Custom Flexible Business Plans, Nationwide Plans) Account Level Rans (e.g. Verizon Plans, More Everything) One Talk Primary IVDN Monthly Access Monthly Access One Talk Price Plan (10o FVB Data) $10.00 $0.00 (the newVerizon Plan) One Talk Feature $15.00 $15.00 One Talk Line Access Charge N/A $10.00 One Talk Solution: Auto Receptionist (AR) /Hunt Group (HG) Each One Talk solution includes one (1) Auto Receptionist and one (1) Hunt Group at no cost per Customer. Price Plan Type Line Level Rans (e.g. Flexible Business Plans, Custom Flexible Business Rans, Nationwide Plans) Account Level Rans (e.g. Verizon Rans, More Everything) One Talk Primary IVDN Monthly Access Monthly Access One Talk AR/HG Price Ran (1o0 ma Data) $10.00 $0.00 One Talk AR/HG Feature $10.00 $10.00 One Talk AR/HG Line Access Charge N/A $10.00 One Talk Solution: Additional Features One Talk Premium Voicemail for Anddod $2.99 $2.99 One Talk - Talk to Text for iOS $2.99 $2.99 Additional Devices A rra>drrtum of up to seven (7) devices �n share one (1) IVDN as follows: Up to 2 desk phones and up to 5 mobile dients; lint one (1) MEN per Govemment Subscriber line. Primary One Talk IVDN Device Desk Phonel Mobile Gient2 (Includes Srrartphones and Tablets) Auto Receptionist/ Hunt Group Additional devices per IVDN: Monthly Pctess $0.00 for additional devices (exduding Smartphone devices with One Talk Dialer dient) $0.00 for additional devices (exduding Smartphone devices with One Talk Dialer dient) N/A Once a nunrberr is provisioned into an Auto Receptionist or Hunt G-oap the phone nurrber cannot be moved to a different One Talk device (i.e. desk phone or Smartphone). Notes: One Talk service is applied to the Verizon Wireless MEN and is available on all of the user's devices. One Talk is not cor patible with Fax machines, credit card POS solutions, or Security Systems. 4G LTE Coverage: Sinilar to Advanced Calling, One Talk calls drop if either party leaves Verizon 4G LTE coverage. When outside of the 4G LTE coverage area and without 3G or WFi service, the device operates as a standard device (1X calling) with standard voice and SMS rassaging capabilities with no One Talk features available to the inter. Mobile client is the One Talk dient. "'One (1) additional Desk Phone can be added as an additional device per MDN. 2Mobile Client eligible devices (includes devices from other carriers); Srr'artphones (without One Talk Dialer dient), wireless- and WFi tablets; limit five (5) total per MDN (including primary device). Not currently available for Smartphone devices with One Talk Dialer dient. Installing the One Talk Mobile client consumes an estimated 15NB of data. For additional information regarding One Talk please visit: http://wvwv..venzonwireless.oan'onetalk Custom Wireless Hone Phone for Govemment Ran*: No Domestic Roaming or Long Distance Charges This Ran is NOT eligible for monthly access fee discounts. Monthly Access Fee $20.00 Monthly Anytime Mnutes Unlimited Notes: Current coverage details and additional plan and feature infon ration can be found at www.verizonwireless.com Activation on this plan requires a separate billing account. Activations on this plan are Iirrited to no more than 9 lines per account. *May only be activated on a Verizon Wreless Horne Phone Approved Device. This is rot a Home Phone service. This service is generally utilized to replace POTS lines. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 19 of 41 4G Smartwatch with NumberSharel This plan is not eigit e for rronthly Monthly Access Fee Unlimited Ran - Government access fee discounts. $10.00 (13413) Domestic Anytime Minutes Unlirrited Domestic Data AlIowance2 Unlimited Domestic and International Messaging Allowance3 Unlimited Notes: Current coverage details and additional plan infuriation can be fcurd at Venzon wireless 4G network. Wen NurrberShare is active on a 4G Smartwatch, No Answer Transfer, Busy Transfer, Caller Name ID, Vdcerreil (access vdcenail RingBadk Tones. Calls and messages to/from blocked contacts will not be blocked not guarantee that NumberShare will work at all tirrus in every situation and the service 1.Only lines on select smartwatdhes with the NumberShare service can be activated only be used when paired with a Verizon wireless S mrtphone that has unlimited 2. Usage may be prioritized behind other customers in the event of network congestion. 3. Unlimited nt caging from within the United States to anywhere in the world where vwwvverizonwireless.com This plan is for 1 SP only in the United States on the certain services will not work on the Smartwratch device including: Call Forwarding, on the Srrartwatch device by dialing the host snartphone number and pin)), and on the Srrerthwatdi when NurrberSharing with a host srrertphone. Verizon does works only with eligible devices. on this plan. Certain conditions mast be met prior to activation. This plan can data. messaging services are available. Private Network/Dynamic Nbbile Network Routing (DNNR)/Service Based Access(SBA) Static IP— Isolated Pool w/Fixed End System (FES) [Internet Restricted] The Account Set -Up Fees below reflect any applicable dismunt. No additional discounts apply. Mobile Broadband and NationalAccess plans or features only Configuration Cost Per Account FES Connect Set -Up (One time fee) $1500.00 Private Network Only Private Network with DMVR Private Network with SBA Static IP Only Per Account Level Set -Up (One time fee) waived for NASPO Val uepdnt subscribers subscribers $25000 $250.00 waived for NASPO Val uepdnt DMVR or SBA (Per build) $250.00 (Adding to existing Private Network Cnly) Public Safety Subscribers Arm int Set -Up: Verizon wireless will waive all account set-up fees induding the $1500.00 connection fee, $500.00 Ac count Set-up Fee and the DNNR/SBAfor new Public Safety builds classified with the fdlowing NAICS (fomheriy SIC) Codes only. • 621910 Ambulance Services • 922160 Fire Protection • 922110 Courts • 922190 Other Justice, Public ender, and Safety Activities • 922120 Police Protection • 928110 National Security • 922130 Legal Counsel and Prosecution • 922150 Parole Offices and Probation Offices • 922140 Correctional Institutions Note: Set -Up fees apply to new Private Network/DMNR/SBA builds (Venzon Home Agent Portal (VHAP)). This applies to New Private Networks built as Standard, Parent or Child. Subscribers that are placed into this pod will be limited to utilizing the Verizon Wireless Network for transport to and from their FES connections to the Verizon wireless Network. Static IP addresses will be available on remote access, Mobile Broadband and Unlimited NationalAcoess plans or features only. Fees may not apply in certain VPN environments. Fees are per account level (regardless of the number of IPs ordered) selecting Static IP, and may apply in addition to $1500.00 Connect Fee in certain configurations. Does not indude M'LS. Static IP: Fees are per account level (regardless of the nurrber of IPs ordered). Static IP addresses will be available on remote access, Mobile Broadband and NationalArrnss plans or features only. Static IP addresses nay be reserved and should be assigned to the mobile numbers within 90 days. De -activated Static IP addresses will go into an "ageing pod" for 24 hours. After 24 hours, these Static IP addresses will be returned to reserved status for the account. Reserved Static IP addresses will be shown at the account level and can be viewed from the billing system Feature activations will be stored in the "data warehouse" database along with the Static IP Address for reporting. A Static IP address is associated with the device's MJN (Mobile Dialing Number). Each time the subscriber initiates a data session the Static IP address that is associated with their MDN is assigned to their device for each session. Subscribers completing an ESN (Electronic Serial Nurrber) change will retain their Static IP address. Eligible 3G'4G data service: Mobile Broadband, Mobile Broadband Wireless Router, Telemetry (N/2M), Wireless Email, or usage -based Megabyte pricing. DMVR and SBA are optional features that can m -east on a Customer's Private Network profile. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 20 of 41 4G LTE Private Network Traffic Management (PNTM) Feature: Private IP Only (fixed WAN) Metered Data Pricing only. Not compatible with Unlimited Data Plans (PNTM feature is available for use with Verizon Wreless Private Network and 4G LTE devices only.) The plans below reflect any applicable discount. No additional discounts apply. Gass of service (" CoS') Customer can allocate bandwidth for applications into the Mission Critical CoS according to the PNTM Service Option selected. Remaining 4G LTE bandwidth supports Best Effort CoS. Mission Critical CoSApplications Recommended for video, Voice over IP, interactive services, and other mission critical applications Best Effort CoSApplications Suitable for best effort applications (e.g. email, web browsing) PNTM Service Options: MonthlyAccess Fee (per line) Enhanced(Entry Level) waived Premium (Mid Level) waived Public Safety (Highest Level) (Qualifying Public Safety NAILS Only) VVaived Mission Critical C oS Spepris Mapped Up to 0.5 Mbps Mapped Up to 2 Mips Mapped Up to 2 Mops Best Effort CoS Applications Speeds Remaining available 4G LTE bandwidth Remaining available 4G LTE bandwidth Remaining available 4G LTE bandwidth RF Priority on access network N/A N/A During heavy network usage periods QualifyingPublicSafety NAICS: Public Safety Subscribers dassified with the fdloWng NAICS codes, performing First Responder responsiblities only. The Public Safety PNTM service option is not an on demand service. The Public Safety PNTM mast be provisioned on the account prior to use in the event of an emergency situation. • 621910 Ambulance Services • 922150 Parole Offices and Probation Offices • 922110 Courts • 922160 Fire Protection • 922120 Police Protection • 922190 Other Justice, Public Order, and Safety Activities • 922130 Legal Counsel and Prosecution • 928110 National Security • 922140 Correctional Institutions Notes. 4G LTE Private Network subscribes with unlimited data plans are ineligible for Private Network Traffic Management. This service is only available while on Verizon wireless' 4G network and is not available while roaming. VZ Private IP (MPLS) connectivity required. PNTM relies on customer's applications (Vol P, video, etc.) to appropriately mark IP sessions in order to prioritize their application over the 4G LTE Private Network using Internet Protocol Differentiated Services Code Print (IP DSCP). PNTM 4G LTE device must be certified for use on the Verizon VVirelees network (e.g. Open Development/Open Acress certified, validated for Private Network and Private Network Traffic Management.) Zpit Nay Messaging Solution* The calling plan below reflects the monthly access fee discount. No additional discounts apply. Please note a separate agreement must be negotiated and executed between the Qastorrer and Zpit wireless for the services* it will provide. NbnthlyAmass Fee $15.(X) (86024) Optional Feature Access Fee NSA Domestic NB Allowance 35 NB Overage Rate Per NB $0.10 MB I-bnre Airtim/Mn. Rate N/A Domestic Long Distances Included NOTE: Current coverage details can be found at vwwv.verizormAreless.com See attached Calling Ran and Feature Details for important infatuation ttion about calling plans, features and options. Data usage is rounded to next full kilobyte at end of each billing cyde. Any unused portion of the monthly megabyte allowance is lost. This plan is not eligible for pooling or sharing of the megabyte allowance. *Pea note installation, maintenance, warranty, customer service, billing, and pricing of Zpit equipment are provided separately, directly through Zpit VUreless. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 21 of 41 Verizon Mobile Device IVlanagerrent (IVDIVI): Government Subscribers Only Verizon MUM is not eli side for the monthl access cha .- dismant. No additional diem nits apply. Verizon MDM Feature Access Fee Enterprise Firmware Over the Air (FOTA) Management _ $0.00 Device Diagnostics $0.99/device per month Broadband Hotspot Management $1.49/device per month OR $15.00/device per year Verizon Software Management $0.10/device per month OR Event -based pricing of $6 per device per update Notes: attached Calling Ran and Feature Details for important information about systems and may require installation of a software agent. MDM features are billed to a number of features that require HTIVL 5, Verizon NDM requires Internet Explorer calling plans, features and options. MDM supports select devices and operating separately; however, all supported options will appear and cannot be blocked.. Due Version 10 and above to work effidently. Push to Talk Plus License (PTT+): Govemrrrent Subscribers Oily Push to Talk License I icen,,cs Product Tablet are not eligible for any further discounts. Monthly Access $3.75 Inter -carrier (only any device) $3.75 3rd Party Mb (HT1VL) API Client $3.75 Dispatch (License) Windows PC with PTT and mapping $22.50 Notes: Current coverage details can be found at wwwverizonwirelr ss.com °Pe attached Calling Ran and Feature Details for important information about calling plans, features and options. Push to Talk license only. Push to Talk Plus requires PTT+ capable device. Land Mobile Radio (LIVR) Push to for PTT+ : Government Subscribers Only Talk Plus service is required. LIAR licenses are not eligible for any further dismr ints. Product lAnthly Access LMR Channel per account $0.00 Notes: Customer may have multiple channels. (Wien added to LMR FEATURE Only a BasidSmartphone Device with PTT+) RasidSmartphone Devices (FEATURE) $4.50 (85280) Notes: LMR cannot be added to any device without Domestic Push to Talk Plus. Push to Talk Plus requires PTT+ capable device. LMR License bundled with PTT+ License Tablet $8.25 Inter -carrier (any device) $8.25 3rd Party VVeb (HTML) API Client $8.25 LMR with Dispatch (for Windows PC with PTT+and mapping) $27.00 Notes: Current coverage details can be found at wdwv.verizonvvireless.cam °Pe attached Calling Ran and Feature Details for irportant information about calling plans, features and options. Land Mobile Radio (LMR) Interoperablity works with all PTT+ capable devices. To I se PTT+, Customer needs a PTT+ feature (or a software I icense for tablets and dispatch) and a PTT+ corrpati ble device. An Internet Protocol (IP) link is required to connect Verizon's PTT+ service with the o istorre's LMR network through the "IP Gateway". By purchasing the Land Mobile Radio for PTT+ Customer consents to the tracking of Land Mobile Radio for PTT+ equipment and must obtain authorized consent to tracking from all users and affected persons. No guarantee of accuracy of information transmitted, disdosed, displayed or otherwise conveyed or used. Service could be interrupted or disrupted due to atmospheric conditions, inaccurate ephemeris data and other factors associated with i tse of satellites and satellite data. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 22 of 41 MDbi l el ron Enterprise Nbbi l i ty Management License Fees On -Premise (Core) (Mnimum 500+ MI Core Licenses Required for initial order/installation) License Type Silver Adiscount has been applied. MobileIron On -Premise Annual Subscription License Bundle per Device with Drect Support Desaiption/SKU MobileIron Core (on -premise) EMV1 Silver Bundle per Device SKU: MlCore Silver Per Device Licenses (Core) (Software Monthly Cost $3.00 and Installation Annual Cost $36.00 _ services are not eligible for any further Subscription License) Annual Subscription per User with Drect Support Desaiption/SKU MobileIron Core (on-premse) EMV1 Silver Bundle per User SKU: MlCore Silver Per User discounts. License Bundle (3 Devices Monthly Cost $4.50 per User) Annual Cast $54.00 • • Mobilelron Core (on -premise) EMV1 Gold Bundle per Device SKU: MlCore Gold Per Device $4.50 $54.00 Mobilelron Core (on -premise) EMV1 Gold Bundle per User SKU: MlCore Gold Per User $6.75 $81.00 Platinum Mobilelron Core (on -premise) EMV1 Platinum Bundle per Device SKU: MlCore Platinum Per Device $563 $67 50 Mobilelron Core (on -premise) EMV1 Platinum Bundle per User SKU: MlCore Platinum Per User $863 $103.50 Type Silver License On -Premise Annual Subscription License per Device and Direct Bundle Support Cost - (Core) (Software Annual cost - or e Time cost $56.25 Perpetual License) Annual Subscription License Bundle (3 Devices per per User) '�'ly crest - User and Direct Annual cost - Support One Time Cost $82.50 Desaiption/SKU Nbrrthly MobileIron Core (on- prenise) EMM Silver per Device Perpetual License SKU: MlCore Silver Per Device Perpetual License Desaiption/SKU Mobilelron Core (on- premise) EMVI Silver per User Perpetual License SKU: MlCore Silver Per User Perpetual License Silver Support (REQUIRED) Maintenance Support for Mobilelron Core (on- premise) EMVI Silver per Device Perpetual License SKU: Maintenance Support MlCore Silver Per Device Perpetual License $0.94 $11.25 - Maintenance Support Mobilelron Core (on - premise) EMV1 Silver per User Perpetual License SKU: Maintenance Support MlCore Silver Per User Perpetual License $1.38 $16.50 - Gold License MobileIron Core (on- prenise) EMVI Gold per Device Perpetual License SKU: MlCore Gold Per Device Perpetual License - - $82.50 MobileIron Core (on- premise) EMVI Gold per User Perpetual License SKU: MlCore Gold Per User Perpetual License - - $123.75 Gold pp (REQUIRED) Maintenance Support Mobilelron Core (on- premise) EMV1Gold $1.38 $16.50 Maintenance Support Mobilelron Core (on - premise) EMV1 Gold per user Perpetual License $2.06 $24.75 - Verizon Wireless offers this pricing utilizing the terms and condi ions of the NASPO ValuePo'nt (NVLPT) Con ract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Ve izon Government Sales representative for additional information. v.122017 (22%) Page 23 of 41 per Device Perpetual License SKU: Maintenance Support MlCore Gold Per User SKU: Maintenance Support Perpetual License MlCore Gold Per Device Perpetual License MobileIron Core (on - premise) EMM Platinum MobileIron Core (on - per Device Perpetual prernise) EMVI Platinum Platinum License License - - $105.00 per User Perpetual License - - $157.50 SKU: MlCore Platinum Per SKU: MICore Ratinum Per User Perpetual License Device Perpetual License Maintenance Support MobileIron Core (on- Maintenance Support premise) EMVI Platinum Mobilelron Core (on - Platinum Support per Device Perpetual License $1.75 $21.00 - premise) EMVI Platinum per User Perpetual License $2.63 $31.50 - (REQUIRED) SKU: Maintenance Support SKU: Maintenance Support MlCore Platinum Per User MlCore Ratinum Per Device Perpetual License Perpetual License PROFESSIONAL SERVICES On -Premise (Core) I nstal I ati onl Support and Maintenance Included License Type Description/SKU Or -time Cost2 Silver MlCore Silver Installation MI-PS-DEPLOY1 $3,000.00 Gold Gold Installation MI-PS-DEPLOY2 00 $6,000.00 Ratinum MlCore Ratinum Installation MI -PS -DEPLOYS $8,000.00 Note. Customer must choose one License Type; selection cannot be rrixed and/or r r utldied. 1A minimum of 500 MobileIron licenscs are required for On -Premise (Core) for initial order for new MobileIron Customers. 20 -I -premise (Core) requires integration and setup with backend systems. Installation charges are prepackaged services providing access to a Professional Services Engineer to assist customer in installing/integrating the Mobilelron platform. Pricing above applies to the installation of up to 5,000 MobileIron licence. If Customer- installation requires more than 5,000 Mobilelron licence, Mobilelron Prenium Implementation Services may apply which provides advisory services and an implementation engineer at a cost of $25,000.00 to manage large scale deployments; alternatively, Customer may use its oven installation services. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 24 of 41 Nbbi l el ron Enterprise IVbbi l i ty Management License Fees Cloud (Minimum 25+ MI Cloud Licenses Required for initial order/installation) A discount has been applied. Mbbilelron Licenses and Installation services are not eligible for any further discounts. aoud License License Type Silver Annual Subscription License Bundle per Device with Direct Support Desaiption/SKU MobileIron Ooud EMM Silver Bundle per Device SKU: MlOoud Silver Per Device Monthly Cost $3.00 Annual Cost $36.00 Annual Subscription License per User with Direct Support (3 DesaiPtion/SKU Mobilelron aoud EMVI Silver Bundle per User SKU: Mlaoud Silver Per User Bundle Devices per Monthly Cost $4.50 User) Annual Cost $54.00 Gold MobileIron Ooud EMM Gold Bundle per Device SKU: MlOoud Gold Per Device $4.50 $54.00 Mbbilelron aoud EMV1 Gold Bundle per User SKU: Mlaoud Gold Per User $6.75 $81.00 Platinum Mbbilelron Ooud EMM Platinum Bundle per Device SKU: MlOoud Platinum Per Device $5.63 $67.50 Mobilelron aoud EMV1 Platinum Bundle per User SKU Mlaoud Platinum Per User $8.63 $103.50 PROFESSIONAL SERVICES aoud Installation"' Support and Maintenance Induded License Type 1 SKU one-tirre Cost2 Silver Mlaoud Silver Installation MI-PS-DEPLOY1-MI LOUD $1,500.00 Cad MlOoud Gold Installation MI-PS-DEPLOY2-MIO_OUD '� Platinum MlOoud Platinum Installation MI-PS-DEPLOY3-MI COUD Note. Customer must choose one initial Ooud order for new Mbbilelron services providing access to a Professional to the installation of up to 5,000 Mbbilelron Implementation Services may apply deployments; alternatively, Customer License Type; selection cannot be mixed and/or matched. 1A minimum of 25 Mbbilelron licenses are required for a Lstomrers. 2MIOoud requires integration and setup with backend systems. Installation charges are prepackaged Services Engineer to assist ri Lstomer in installing/integrating the Mbbilelron platform. Pricing above applies licenses. If Customer installation requires more than 5,000 Mbbilelron licenses, Mobilelron Prerrium which provides advisory services and an implementation engineer at a cost of $25,000.00 to manage large scale may use its own installation services. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 25 of 41 Mobilelron Enterprise Mobility Managerr>ent: Govemrrent Subscribers 0.1 -Premise and Cloud Managed Service Features All features are available on both Feature C prense and Cloud managed installations. Included features are determined Functionality by Mobilelron Included License Type Features by License Apple DEP Supports Apple DEP (for iOS devices) Silver ✓ Gold Ratinum ✓ ✓ Android for Work Supports AFW (on AFWenabled devices) x ✓ ✓ Samsung KNOX Integrates with Sarrsung KNOX (KNOX sold separately) x ✓ ✓ Email Access Secure Active Sync (all bundles) Divide PM (Gold/Ratinum bundles for additional fee) ✓ ✓ ✓ Secure Enterprise Gateway ( iy) In -line gateway that manages, encrypts, and secures traffic between the mobile device and back -end enterprise systems. (Requires user setup/installation) ✓ ✓ ✓ Apps�«7i o k Enterprise App Store Basic Container ✓ ✓ ✓ Content Catalog Si are Doc catalog and publishing (basic content repository) 25 files/ 2MB each 50 tv f 25MB les✓ each Doa abrk Access, annotate and share documents from email, and on -premise rranagerrent repositories x ✓ ✓ AppComect Containerization of Application at Rest App wrapping AppC,onnect ecosystem (3rd Party applications already compatible with Mobilelron container) x ✓ ✓ Mb@nork Secure Browser Secure data in motion No VPN required x ✓ ✓ Tunnel iOS per App VPN native functionality x x ✓ Help(«7 xk Custornizable app that enables screen sharing on device for trouble shooting for internal customer trouble shooting x x ✓ Identity a P brk Mobilelron's ability to proxy Kerberos allows iOS devices that are not on the corporate network to use iOS 7 SSO without needing to expose the Kerberos Key Distribution Center (KDC) x x ✓ Service Conned Integrations ServiceNow integration to strearrline IT workflows x x ✓ Notes. Customer may purchase Mobilelron, Inc. ("Mobilelron") licenses and services ("Mobilelron Services"), to be billed by Verizon Wreless, at the prices listed above. Verizon Wreless is not the licensor of the Mobilelron Services and makes no representations or warranties whatsoever, either express or implied, with respect to them. Mobilelron Services are manufactured by Mobilelron, Inc. My license for Mobilelron Services must be obtained directly from Mobilelron either upon purchase or installation of the Mobilelron Services. Mobilelron Services are subject to Mobilelron's terms and conditions and can be viewed here: vwwv.mobileiron.con>'legal. Verizon Wreless will direct Mobilelron to fulfill Custorrer's Mobilelron Services order. Customer support for Mobilelron Services must be obtained directly from Mobilelron, Inc. If Verizon Wreless in its sole discretion detemines that an inquiry from a subscriber is related to Mobilelron Services and is not one conceming Equiprrent or Wreless Service, it may transfer the service request to appropriate Mobilelron representatives. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 26 of 41 Canvas Canvas is a service that helps you replace paper forms and processes with efficient mobile business apps and forms to save money and time on data collection. Canvas offers 3 plans: Startup Business and Professional. Customers can only select one of the plans at a time (e.g. cannot rrix plans on the same account.) Monthly or annual subscription available. Item Name Canvas Startup Canvas Business Canvas Profrsional Number of Users Supported 1 - 5 Unlimited Unlimited Monthly Service Fee $15.00 $25.00 $35.00 Annual Service Fee $156.00 $264.00 $372.00 Canvas Features Features Startup Bt isiness Professional Form Submissions Unlimited Unlimited Unlimited 3d Party Cloud Integration ✓ ✓ ✓ App Builder 1 ✓ ✓ PDF Designer ✓ 1 ✓ Email/Chat Support 1 ✓ ✓ Mobile and VVeb Editing ✓ ✓ Phone Support 1 ✓ Dispatch ✓ ✓ Submission Status ✓ ✓ HIPPA Compliance ✓ ✓ Dedicated Support Representative ✓ Dispatch Scheduling ✓ Advanced Password Management ✓ Wabservioes ✓ Work flow ✓ Canvas Connect ✓ Notes: Products shonrt or referenced are provided by Canvas, a Verizon Partner Program Melrber, which is solely responsible for the representations and the functionality, pricing and service agreements. Canvas can connect to several different systems including doud based and server baocd applications. Customer may purchase Canvas licenses and services ("Canvas Services"), to be tilled by Verizon VUreless, at the prices listed above. Verizon Wireless is not the licensor of the Canvas Services and makes no representations or warranties whatsoever, either express or implied, with respect to them Canvas Services are manufactured by Canvas Solutions, Inc. Any license for Canvas Services must be obtained directly from Canvas either upon purchase or installation of the Canvas Services. Canvas Services are subject to Canvas' temis and conditions and can be viewed here: https://wAw.gocanvas.ccontent/about-t s✓pd icy/. Verizon W relcsr, will direct Canvas to fulfill Customer's Canvas Services order. Customer support for Canvas Services rust be obtained directly from Canvas Solutions, Inc.. If Verizon Wireless in its sole discretion determines that an inquiry from a subscriber is related to Canvas Services and is not one concerning Equipment or Wireless Service, it may transfer the service request to appropriate Canvas reprecaltatives. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 27 of 41 I BMA Maa . 1 R Enterprise Mobility Management (ENM) Unified Endpoint Management (UEM) IBM MaaS360 Unified Endpoint Management License Fees A discount has been applied. IBM MaaS360 UEM Licenses and services are not eligible for any further discounts. IBM MaaS360 UEM offers a comprehensive, highly secure platform that manages and protects Devices and Things (smartphones, tablets, laptops, desktops), People and Identity (authentication, authorization, Single Sgn On, secure use access), Apps and Content combined with cognitive technology. Subscription License Bundle: per Device One 1 license per device Subscription License Bundle: One 1) license per single user with per User multiple devices) License Type Description/SKU MonthIy Cost Annual Cost Description/SKU Monthly Cost Annual Cost Essential EMVl Essentials Suite Per Device License SKU: D1P3GLL (Monthly/Annual) $2.25 $27.00 _ EMVI Essentials Suite Per User SKU: D1P3ILL (Monthly/Annual) $4.50 $54.00 Deluxe EMVI Deluxe Suite Per Device License SKU: D1 P3LLL (Mnhthly/Annual) $3.75 $45.00 EMVI Deluxe Suite Per User License SKU: D1 P3NLL (Monthly/Annual) $7.50 $90.00 Premiere EMVI Premier Suite Per Device SKU: D1 P3RLL (Monthly/Annual) $4.69 $56.25 EMVI Premier Suite Per User License SKU: D1 P3TLL (Monthly/Annual) $9.38 $112.50 Enterprise EMVI Enterprise Suite Per Device SKU: D1 P3VvLL (Monthly/Annual) $6.75 $81.00 EMVI Enterprise Suite Per User License SKU: D1P3YLL (Monthly/Annual) $13.50 $162.00 License Type Additional UEM License Options MoCos ly Annual Cost Description/SKU Laptop Location Laptop Location SKU: D1AM8LL (Monthly/Annual) $0.38 $4.50 Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 28 of 41 IBM MaaS360 UEM Service Features Feature Device Management Included features are determined by IBM Functionality Manage smartphones, tablets & laptops featuring i0S, Android, Wndavvs 10 Mobile, Wndows 7, Windows 10 8, rnacOS MaaS360 Essential ✓ UEM License Included Deluxe ✓ Type Features Premier ✓ by License Enterprise ✓ App Management Deploy custom enterprise app catalogs Blacklist, whitelist & require apps ✓ ,/ ,/ ,/ Patch and Update Management Identify & report on pi es ssing OS patch Schedule distribution and installation of VUndo s OS & macOS patches ✓ ✓ ✓ ✓ Identity Management Single sign -on &touch access Conditional access to trusted devices Identity federation with apps ✓ ✓ ✓ ✓ Advisor Improve IT operational efficiency by applying best practices & learning from industry & peer benchmarks ✓ ✓ ✓ ✓ Container App A separate, corporate mobile workplace for iOS, Android & Wndc, s Productivity apps for work in one place ✓ ✓ ✓ ✓ Mobile Expense Management Monitor mobile data usage Wth real-time alerts Set policies to restrict or limit data & voice roaring ✓ ✓ ✓ ✓ Secure Mobile Email Contain emails, attachments & chat to prevent data leakage Enforce authentication, copy/paste & forwarding restrictions Fl PS 140-2 oonpliant, AES-256 bit encryption for data at res x ✓ ✓ ✓ Seri are Mobile Chat Contain all chat mobile conversations and data Establish quick connections via corporate directory lookup x ✓ ✓ ✓ VPN Leverages the hosted MaaS360 Certificate Authority to issue authentication cartsOS Deployed alongside your corporate VPN solution x x ✓ ✓ lea are Browser A feature -rich web browser for secure access to intranet sites Define URL filters & security policies based on categories Block known malicious v\oebsites x x ✓ ✓ Gateway for Browser Enable MaaS360 mare Mobile Browser to access enterprise intranet sites, web apps & network resources Access seariRssly & sPrxirely without needing VPN device x x ✓ ✓ a cccocion on mobile Content Management Enforce authentication, copy/paste & view -only restrictions x x ✓ v Gateway for Dna intents Sea access to internal files: e.g., SharePoint & Wndows File Share x x ✓ ✓ App Security Enforce authentication & copy/paste restrictions x x ✓ ✓ Gateway for Apps Add per app VPN to Application Security to integrate behind-the-firewall data in private apps x x ✓ ✓ Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 29 of 41 Mobile Document Editor Create, edit & save content in a secure, encrypted container x x x ✓ Mobile Document Sync Restrict copy/paste & opening in unmanaged apps Store content securely, both in the cloud & on devices x x v Mobile Threat Management Detect and analyze mobile malware on oomprorised devices Automate remediation via near real-time compliance engine Take action on jailbroken/rooted devices over - the -air x x x ✓ Notes. Customer may purchase IBM MaaS360 software licen.,es and services ("IBM MaaS360 Services"), to be billed by Verizon Wireless, at the prices listed above. Verizon W reless is not the licensor of the IBM MaaS360 Services and makes no representations or warranties whatsoever, either express or implied, with respect to them. IBM MaaS360 Services are manufactured by International Business Machines Corporation, Inc. Any license for IBM MaaS360 Services must be obtained directly from IBM MaaS360 either upon purchase or receipt of notification from IBM of aces to IBM MaaS360 Services. IBM MaaS360 Services are subject to IBM MaaS360's terms and conditions and can be viewed here: http://vwwv- 03.ibmcorrisoftware/sla/sladb.nsf/sla/saas. Verizon Wireless will direct IBM MaaS360 to fulfill Customer's IBM MaaS360 Services order. Customer support for IBM MaaS360 Services must be obtained directly from International Br siness Machines Corporation, Inc. If Verizon Wireless in its sole discretion detemines that an inquiry from a subscriber is related to IBM MaaS360 Services and is not one oonceming Equipment or Wireless Service, it may transfer the service request to appropriate IBM MaaS360 representatives. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 30 of 41 SAMSUNG Knox FOR ENTERPRISE Samsung Knox Premium Knox Premium is a doud-based cross -platform enterprise mobility management solution combined with an on -device secure container for Samsung devices. Subscription Monthly Month to month $0.75 Knox Premium EMV1- Monthly 1— Year Term Paid in advance $9.00 Knox Premium EMV1- 1 -Year 2 —Year Term Paid in advance $18.00 Knox Premium EMV1- 2 -Year License Fee SKU # Samsung Knox Workspace Knox VVorkspace is an on -device container that isolates business applications and data from personal ones with govemment-grade security. Knox V brkspace also provides enhanced granular controls over device features to enterprise IT administrators. Requires an additional MJNVEMV1(like Knox Premium) to manage the container. Manage the container by integrating Knox IT policies with your existing MDM solution. Oily available for Samsung Devices. Subscription Monthly (Month to month) License Fee 1— Year Term (Paid in advance) $32.40 Knox VVorkspace - 1 -Year 2 — Year Term (Paid in advance) $64.80 Knox Workspace - 2 -Year $2.70 Knox VVorkspace - Monthly SKL Samsung Knox Customization Knox Customization is a comprehensive set of toils and services that allow businesses to customize and deploy end -to -end mobile solutions. Transform Samsung devices into purpose-built solutions for any industry. *Requires upfront proof of device ownership. One Time Charge $3.00/per license Samsung Knox Solutions Knoxm is Samsung's offerings. Samsung Knox Premium Knox VVorkspace, another mobile device defense -grade security platform is doud-based device management that offering, is an enterprise device container Package Name Target Audience The Knox Platform services multiple allows r sPrs to securely manage the business that acts as a sere ire and productive Samsung Knox Premium S1VB & Enterprise vuith basic security needs user segments through three separate side of corporate devices. Samsung environment for work data and apps. Samsung Knox V\brkspace Enterprise, Govemment & Regulated Industries Components End -to -end secure mobile platform bundled with Samsung doud EMM for device management ✓ Works on both Android and iOS ecosystems V Knox container with essential policy contrds ✓ ✓ Knox Workspace container with expanded and advanced policy contrds ✓ IT Adrnin management of employee devices ✓ Enterprise can black list/white list apps within the Knox Workspace container ✓ Can manage VPN profiles in Knox VVorkspace container ✓ Notes: Customer may purchase Samsung Knox for Enterprise licenses Verizon Wireless is not the licensor of the Knox Services and makes Knox Services are manufactured by Samsung Hectronics Co., Ltd. ("Samsung"). purchase or installation of the Knox Services. Knox Services hops://WWW.samsungknox.com'en/eula. Verizon Wireless will direct and services ("Knox Services"), to be billed no representations or warranties whatsoever, Any license for Knox Services must are subject to Knox Services' temps Knox Services to fulfill Customer's Knox Services discretion deterrrines that an inquiry from a subsaiber request to appropriate Knox Services representatives. by Verizon Wreless, at the prices listed above. either express or implied, with respect to them be obtained directly from Samsung either upon and conditions and can be viewed here: order. Customer support for Knox Services is related to Knox Services and is not must be obtained directly from Samsung. If Verizon Wireless in its sole one concerning Equipment or Wireless Service, it may transfer the service Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 31 of 41 Verizon Auto Share (In -Vehicle) Ran* This plan is NOT eligible for monthly access fee discounts. Monthly Access Fee per Included Domestic Text Overage Rate per Connection (device) Shared Data Allowance Data Overage Rate Message AI lowance (non shared)** Text Message $25.00 (93074) 20 MB (82297) $10.00 per GB 20 $0.20 per message Notes: Coverage is only available in the United States and indudes the Verizon 1Mreless 4G network; and the 3G and 3G Extended networks, while available. Current data coverage details and additional plan inforrrlation can be found at www.verizonwirelcsa.00m This plan is restricted for use on the Delphi Onboard device only. Components of this plan indude Verizon Auto Share platform access and an in-vehide hardware device. *Voice calls cannot be placed or received on this plan, except for calls to 611 or 911 (these calls may be placed anywhere in the Nationwide Rate and Coverage Area). If the voice block feature is removed, there will be a $0.25 per ninute charge for voice calls. ACCOUNT SHARING - Data Sharing: Sharing is only available among lines active on this plan. At the end of each bill cyde, any unused data allowances for lines sharing on the same account will be applied to the overages of the other lines on the same account beginning with the line with the lowest overage need. Plan changes may not take effect until the billing cyde following the change request. **Domestic text message allowance does not indude picture or video messages. Custom Verizon Auto Share Components for Government Subscribers Verizon Auto Share Components are NOT eligible for discounts. Verizon M2M Management Center Induded Mobile App Included QR Code1 Included Verizon Auto Share Induded Delphi Onboard Device (OBD) SKU - ACT233LVWDE $199.00 Verizon Auto Share Security KIt2 (self -install Idt) SKU — V SECKT $199.97 1The QR code is in the Equipment Guide and can be ordered as an accessory. 2Professional Installation services not available to government customers. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 32 of 41 Intrepid Networks suited for emergency efficiencies and tracking and reduces the Software YEAR Intrepid Networks provides a real-time situational awareness response agencies within the needs. The solution provides communication loop. Package Name INT_RESP FKG Government Subscribers solution for both public and private organizations. public sector, as well as any private sector companies critical end -user -level situational awareness which Description INTREPID RESPONSE PACKAGE ANNUAL SUBSCRIPTION Intrepid that require substantially improves Cost $90.00/yr Networks solution suite is day-to-day operational operational efficiency Conditions - I NT_ACT_PKG INTREPID ACTIVATE PACKAGE ANNUAL SUBSCRIPTION $27.00/yr - I NT_RESP_ACT_PKG INTREPID RESPONSE PACKAGE & I NTREPI D ACTIVATE PACKAGE ANNUAL SUBSCRIPTION $103.50/yr - I NT B(r GPS ADDITIONAL EXTERNAL GPS ASSET ANNUAL SUBSCRIPTION $90.00/yr - INT RESP+— PKG — INTREPID RESPONSE 'PLUS PACKAGE ANNUAL SUBSCRIPTION $180.00/yr - VZ_PIT _PLUS VERIZON PTT+/KODIAK INTEGRATION SUBSCRIPTION $12.00/yr SKU cannot be purchased separately. Customer must purchase either Response, Activate, and/or Response+ solution. Also, customer must subscribe to Verizon's PTT+ service. ESCHAT INTEGRATION ES -CHAT PTT INTEGRATION YEAR SUBSCRIPTION $72.00/yr SKU cannot be purchased separately. Customer must purchase either Response, Activate, and/or Response+ solution. Services ON_PREM_SETUP cN-PREMISES SETUP FEE ONE TINE AND ONE YEAR SUPPORT $20,000 One-time fee SKU cannot be purchased separately. Customer must purchase with either Response, Activate, ancVor Response+ solution. ON_PREM_SUPPORT ON -PREMISES MAINTENANCE AND ONGOING SUPPORT ANNUAL FEE $10,000/yr - TRAINING AT INTREPID 1 TRAINING DAY AT INTREPID FACILITY $1,000/day 1 day of training at Intrepid Networks' facility in Orlando, FL. TRAINING ATCUST 1 TRAINING DAY AT CUSTOIVERS SITE $2,500/day 1 Day of training at Customer's site (indudes travel expenses) Trials INTRESPTRIAL INTREPID RESPONSE PACKAGE 30 DAY FREE TRIAL $0.00 Free 30 -Day trial for 5-10 licenses. Trial can only be utilized once per customer within a 6 month period. One per customer. Recurring trials are not permitted. I NT_ACT_TRIAL I NTREPI D ACTIVATE PACKAGE 30 DAY FREE TRIAL $0.00 Free 30 -Day trial for 5-10 licenses. Trial can only be utilized once per customer within a 6 Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 33 of 41 month period. Cne per customer. Recurring trials are not permitted. I NT_RESP_ACT_TRIAL INTREPID RESPONSE PACKAGE & INTREPID ACTIVATE 30 DAY FREE TRIAL $0.00 Free 30 -Day trial for 5.10 licenses. Trial can only be utilized once per customer within a 6 month period. One per customer. Recurring trials are not permitted. INTRESP+TRIAL INTREPID RESPONSE+ 30 DAY FREE TRIAL $0.00 Free 30 -Day trial for 5-10 licenses. Trial can only be utilized once per customer within a 6 month period. One per customer. Recurring trials are not perrritted. VZ_PIT _PLUS _TRIAL VERIZON PTT+/KCDIAK INTEGRATION 30 DAY FREE TRIAL $0.00 Free 30 -Day trial for 5-10 licenses. Trial can only be utilized once per customer within a 6 month period. One Trial per custorrer. Recurring trials are not pemitted. Trial is free, but customer must subscribe to Verizon PTT+ monthly service. Cannot utilize VZ PTT Plus trial concurrently with ESChat trial. ES CHAT INTGR TRIAL ESCHAT PTT INTEGRATION 30 DAY FREE TRIAL $0.00 Free 30 -Day trial for 5-10 licenses. Trial can only be utilized once per custorrer within a 6 month period. One Trial per customer. Recurring trials are not perrritted. Cannot utilize ESChat trial concurrently with PTT Plus trial. Customer may purchase Intrepid Networks licenses and services ("Intrepid Networks Services"), to be billed by Verizon Wreless, at the prices listed above. Verizon Wireless is not the licensor of the Intrepid Networks Services and rakes no representations or warranties whatsoever, either express or implied, with respect to them. Intrepid Networks Services are manufactured by Intrepid Networks®. Any license for Intrepid Networks Services must be obtained directly from Intrepid Networks either upon purchase or installation of the Intrepid Networks Services. Intrepid Networks Services are subject to Intrepid Networks' terms and conditions and can be viewed here: https://documents.intrepid-networks.corr✓Intrepid+Networks+Standard+Services+Agreement+Feb2017+Gick+Through+Version.pdf. Verizon Wreless will direct Intrepid Networks to fulfill Customer's Intrepid Networks Services order. Customer support for Intrepid Networks Services must be obtained directly from Intrepid Networks®. If Verizon Wireless in its sole discretion determines that an inquiry from a subscriber is related to Intrepid Networks Services and is not one concerning Equipment or Wreless Service, it may transfer the service request to appropriate Intrepid Networks representatives. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 34 of 41 Networkfleet Service Options for NVLPT The Service lit ions below have been discounted. No additional dism tilts .t. Service Options Purchase Cost 5200-GPS Only $17.00 5500 -Diagnostics + GPS $19.00 1-6100 Expressfleet $13.86 AssetGuard BX Non -Powered Asset Tracing $13.00 Conned $2.95 Customizable Update Rates ("CUR') 1 Minute $0.00 Customizable Update Rates ("CUR') 45 Seconds $1.00 Customzable Update Rates ("CUR') 30 Seconds $2.00 Customizable Update Rates ("CUR') 15 Seconds $3.00 Satellite $34.95 Data Services $0.00 Notes: Only one Hardware tier and one Service tier per Customer Account. Must be on a 12 month service agreement. Applicable taxes are not induded in the above pricing. Any applicable taxes will be applied to the billing invoice. Additional temps & conditions apply to Networkfleet Service that are subject to review by end user govemment agencies. Customizable Update Rates (CUR). Authorized registered 1 rser may change a device update rate through the Self Service Portal (SSP) to 60 seconds at no additional cost. Please note, if the device update rate is changed to a 45 (CUR45), 30 (CUR30), or 15 (CUR15) second update rate, an additional charge per device would apply per the CUR list price for the selected rate. Nefinorkfleet Device/Hardware Options for NVLPT The Devices/Hardware Options below have been discounted. No additional discounts apply. Device/Hardware Options Purchase Cost 5200-GPS Only $85.00 5500 -Diagnostics + GPS $85.00 1009N2VD-6100 Expressfleet $55.00 AssetGuard BX Non -Powered Asset Tracking $150.00 Notes: Only one Hardware tier and one Service tier per Customer Account. Must be on a 12 month service agreement. Applicable taxes are not induded in the above pricing. Any applicable taxes will be applied to the billing invoice. Item Number Pccessory Price PARTS030 Reinstallation Kt $3.00 PARTS031 Tamper Resistant Zip Ties (100 per pack) $50.00 PARTS032 Combination Antenna A (standard) $30.00 PARTS037 AT -1400 Replacement Battery $45.00 PARTS039 AT -1400 Bracket $20.00 PARTSO40 Wlndo -Mount GPS Antenna Module (5500/5200) $35.00 PARTS041 Sensor Input Harness (5500/5200) $10.00 PARTSO42 OBD-11 Adapter Kt only induding Core Connector & 8 Adapters (5500/5200) $20.00 PARTSO43 6 -pin Heavy Duty Hamess (5500/5200) $35.00 PARTSO44 9 -pin Heavy Duty Hamess with Square Range (5500/5200) $35.00 PARTSO45 9 -pin Heavy Duty Hamcs€ with "D' Mbunt (5500/5200) $35.00 PARTS069 OBD Harness Extension $10.00 PARTS070 16-Rn Heavy Duty Harness $35.00 PARTSO46 Universal Harness (5200) $10.00 PARTS047 Light Duty Harness plus OBD-11 Adapter Kt (5500/5200) $35.00 PARTS090 Alternate Pander/Ground Adapter (5200/5500) $20.00 PARTS053 Gamin FMI 45 Cable with Traffic for Connect $145.95 PARTS054 Gamin FMI Modified Cable $55.00 PARTS057 Pelican Mcro Case for 5200 w/ 15' Universal Ilamess $74.95 A: PEMI001 PEM Port Expansion Module $140.00 PARTS059 Quick Install Harness $10.00 A-SAT001 Satellite Modem $550.00 PARTSS063 Satellite Antenna $50.00 PARTSS064 Satellite Harness $50.00 KT -SAT Satellite Kt (indudes one modem, antenna & harness) $650.00 PARTS065 Asset Guard BX Replacement Batter (1) $75.00 Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 35 of 41 PARTS066 Asset Guard BX Magnet Mount Nt (set of 4) *See Note $75.00 PARTS095 ID Reader Adapter Install Nt PARTS060 Driver ID Reader $15.00 PARTS061 Driver ID Key $3.50 PAHIS087 Audible Driver ID Alert $15.00 PARTS071 Bluetooth Extension $0.00 PARTS093 Universal Hams. (6100) $10.00 PARTS058 Universal Hare s: $10.00 PARTS097 5000 9 -Fin "D' Mount Harness Type 2 $35.00 PARTS098 5000 9 -Fin Square Harness Type 2 $35.00 Notes: *Asset Guard BX Magnet Mount Kit indudes CalAmp 133561 hardware and lanyard & CalAmp 1 M101-MVC25 magnets (set of 4). Item Number Installation Type Pricing (per unit) Notes I -INSTALL -UNIT Base Installation - Plug/Play or 3 Wre $65.00 Base Installation includes 1 Device and 1 Hamess D -INSTALL -UNIT Limited Lifetime Rase Installation $2.00 Monthly Service Fee I-INSTALL-FMI Add-on to Rase Installation (Gamrin) $35.00 I -INSTALL -SENSOR Add -0n to Rase Installation (Sensor) $65.00 Sensor Install is $65.00 PER SENSOR I -INSTALL -AG to Base Installation (AssetGuard BX) $65.00 -INSTALL-AMC Pdd-On to Rase Installation (PelicanI Mcro Case) $3500 I-INSTALL-PEM Add-on to Ram Installation (Port Expansion Module) $35.00 I -INSTALL -SAT Add-on to Rase Installation (Satellite) $35.00 I -INSTALL -DID Add-on to Rase Installation (Driver ID) $35.00 I -INSTALL Add -0n to Base Installation (Bluetooth) $35.00 D-INSTALL-BTE U ted Lifetime Add on to Base Installation (Bluetooth) $1.00 Monthly Service Fee D-INSTALL-FMI Limited Lifetime Adc-On to Base Installation (Garrrin) $1.00 Monthly Service Fee D -INSTALL -SENSOR Limited Lifetime Add on to Rase Installation (Sensor) $1.00 D -INSTALL -AG Limited Lifetime Add-on to Rase Installation (AssetQ.rard BX/PM $2.00 D -INSTALL PMC United Lifetime Add Onto Rase Li Installation (Pelican Mcro Case) $1.00 Monthly Service Fee D-INSTALL-PEM United Lifetime Adc-On to Base Installation (Port Expansion Module) $1.00 Monthly Service Fee D -INSTALL -SAT Limited Lifetime Add -On to Base Installation (Satellite) $1.00 Monthly Service Fee D -INSTALL -DID Limited Lifetime Add on to Rase Installation (Diver ID) $1.00 Monthly Service Fee I -SWAP -UNIT Device Swap $65.00 I-TWISFER-UNIT Device Transfer $65.00 I -REMOVAL -UNIT Removal $65.00 Removal of device. I-NOSHOW No Show $75.00 Applies per trip if the installer makes the trip and the designated vehide is not available so the unit cannot be installed. I -TROUBLESHOOT- UNIT Troubleshoot; Mleage $65.00 Per Trip TRAINING -HALF %Day Installation Training $150.00 TRAINING -FULL Full Day Installation Training $300.00 Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Govemment Sales representative for additional information. v.122017 (22%) Page 36 of 41 Verizon Wreless Plan and Feature Details Plans and Associated Charges: Billing, shipping and end -user address must be within an area where Verizon Wreless is licensed and provides service. Charges for calls will be based on the cell sites used, which may be outside the calling plan coverage area even when the subscriber is physically within the coverage area. Time of the call is based on the telephone switching office that carries the call, which may be different from the time of day shown on subscriber's phone. Unused monthly rrinutes and/or Megabytes are lost. On outgoing calls, charges start when subscriber presses SEND or the call connects to a network, and on incoming calls, when the call connects to a network (which may be before it rings). A call may end several seconds after subscriber presses END or the call disconnects. Calls made on the Verizon Wreless network are only billed if they connect (which indudes calls answered by machines). Billing for airtime and related charges may sometimes be delayed. Calls to "911" and certain other emergency services are toll -free and airtime -free. Airtime may be charged when dialing toll -free nunters. Anytime Mnutes: Anytime Mnutes apply when making or receiving calls from a calling plan's rate and coverage area. Coverage information is available at wwwv.verizonwireless.com Airtime is rounded up to the next full minute. Allowance rrinutes/Megabytes are not transferable except as may be available on plans with sharing. In order to gain access to coverage in newtly expanding markets, subscribers mast periodically dial *228 to update roarring information from voice or Smartphone devices; from the VZAccess Manager, go into "Cptions" and dick "Activation," while in the National Enhanced Services Rate and Coverage Area every three months. This may alter the rate and coverage area. Automatic roaming may not be available in all arom,, and rates may vary. Roaming charges may be delayed to a later bill. Long Distance: Unlimited dorrtestic long distance is included when calling from the plan's rate and coverage area, unlcss, otherwise specified in the plan. Unlimited Messaging: Unlimited Mc aging is included with select plans and is available in the National Enhanced Services rate and coverage area in the United States. Messaging applies when sending and receiving (i) text, picture and video massages to and tun t Verizon Wreless and Non-Verizon Wreless customers in the United States, (ii) Text, picture, and video messages sent via email, (iii) Instant massages, and (iv) Text massages with customers of wireless caniers in Canada, Mexico, Puerto Rco, and the U.S. Virgin Islands. Messaging is subject to Text, Picture, and Video Messaging Tema and conditions. Premium massages are not included. Friends & Family for Business: Calls directed to and received from an account's listed Friends & Family numtters shall not use Monthly Anytime Voice Mnutes. For Nationwide for Rrtsiness plans with 900 minutes or more or 450 rrinute plan with the share option can add up to ten (10) Friends & Family nurrbers. Only calls from Nationwide Coverage Area to designated domestic larrdlire or wireless nunimers (exduding Directory Assistance, 900 nuntrers, or customer's annh warder or Vaoernail access nunters) may be added; all qualifying lines on an arm nt share the same Friends & Farrily nut !bets, up to account's eligibility lirrits; My Verizon, My R tsirress Account or Verizon Enterprise Center is required to set up and manage Friends & Family nurr ers. Mobile to Mobile Calling: Mobile to Mobile Calling rrinutes apply when making calls directly to or receiving calls directly from another Verizon Wreless subscriber while in the Nationwide Rate and Coverage area. Mobile to Mobile calls mast originate and terminate virile both Verizon Wreless subscribers are within the Mobile to Mobile Calling area. Mobile to Mobile Calling is not available (i) with fixed wireless devices with usage substantially from a single cell site, (ii) for data usage induding Push to Talk Plus calls, Picture or Video Messaging (iii) if Call Forwarding or No Answer/Busy Transfer features are activated, (iv) for calls to Verizon VWreless customers using any of the International services, (v) for calls to check Voice Mail, (vi) in those areas of Louisiana and Mssissippi where the users roarring indicator flashes, (vii) in Canada and Mexico and (viii) to users whose current wireless exchange restricts the delivery of Caller IDAnd (viiii) for incoming calls if Caller ID is not present or Caller ID Block is initiated. Mobile to Mobile Calling minutes will be applied before Anytime Mnutes. Night and VWkend Mnutes: Apply to calls made in a calling plan's rate and coverage area only during the fdlovang hours: 12:00 am Saturday through 11:59 pm Sunday and 9:01 pm to 5:59 am Monday through Friday. If both Night and Weekend and Mobile to Mobile Calling minute allowances apply to a given call, Mobile to Mobile Calling minutes will apply before Night and Weekend minutes. I-lowever, if either allowance is unlimited, the unlimited allowance will always apply first. Nationwide for Business Share Option: The Share Option is available to businesses with a rrinirrum of five (5) Nationwide for R tsincss, lines on the same account with the share option. The Monthly Anytime Mnutes of all lines on an account will be aggregated, and then allocated first to the line with the highest anytime minute usage, and then to the line with the next highest usage. Push to Talk Plus: Push to Talk Rus (PTT+) capable Equiprrent required. Push to Talk Rus capable Equipment can only be used with a Push to Talk Rus calling plan. Subscribers switching from a Push to Talk Plus Call ing Ran to another calling plan may not be able to use certain Push to Talk Rus capable Equipment with the new plan. Push to Talk Plus calls may only be made with other Verizon Wreless Push to Talk Plus subscribers. Push to Talk Rus Subscribers may initiate or participate on a call, simultaneously, with as many as 250 total partidpants (total is limited to (50) if interoperating between 3G and 4G partidpants). Administrators can be designated to manage the Push to Talk contact lists via a single website interface with a single user name/password. . Existing Push to Talk Subscriber Equipment may require a software upgrade to Ise Push to Talk Plus or replacement oath a Push to Talk Plus capable device. Push to Talk Rus is only available within the National Enhanced Services Rate and Coverage Area and VWFi access pants. There will be a delay from the tirre a Push to Talk Plus call is initiated until the Push to Talk Plus call is first received by the called party. If an incorring voice call is received while on a Push to Talk Plus call the voice call nay be answered and the Push to Talk Plus placed on hold. If an incoming Push to Talk Plus call is received while on a Push to Talk Plus call the PTT call icon can be selected to connect to the Push to Talk Pus call. If the inamrring voice or Push to Talk Rus call is not answered a missed call alert will display. Network registration information will be sent to the Equipment each time it is powered on in the National Enhanced Services Rate and Coverage Area, each tirre the Subsaiber travels into the National Enhanced Services Rate and Coverage Area, and every 12 hours if the Subscriber stays within the National Enhanced Services Rate and Coverage Area. VWhile the updated network registration infuriation is being sent to the Equipment, incoming voice calls will go directly to voice mail. Contact list cannot be modified from certain Equipment. Subscriber cannot prevent others who have the Subscriber's MTN from entering the MTN into their Push to Talk contact list. Only one person can speak at a tirre during a Push to Talk Plus call. In -Call Talker Override (Talker Priority) allows a pre-detem-i ned user priority to take the floor to cammm nicarte urgent massage over partidpant. Push to Talk Plus services cannot be used for (i) access to the Internet, intranets or other data networks, except as the device's native applications & capabilities penrit, (ii) any applications that tether Equiprrent to laptops, personal computers or other devices for any purpcse. Reuse visit our website wwwwverizonwareless.com for additional Push to Talk Plus information. International Long Distance: You need International Eligibility to rreke international calls to crust countries, but you can make calls to some North American destinations without it. Additional surcharges may apply when calling certain countries; see verizonwareless.comr'Intemational for details. Verizon Wreless International Long Distance Value Ran: International Eligibility required to call rrus countries. Value Ran feature is not available on all Plans. Rates are sutrject to change without notice. Standard International Long Distance rates apply in addition to airtime charges per your Ran on calls made from the Verizon \Aimless network. Rates and service availability may vary when your phone's banner displays "Extended Network." Value Ran rates apply only on calls to Value Ran Countries made from your Plan's Rate and Coverage Area. If a subscriber's Plan's Rate and Coverage Area indudes calls to any Value Ran country, those calls will be billed per the Ran. Except when roaming on another carrier's network, in which case that carrier's rates, taxes and surcharges apply. For Value Ran subscribers, calls made from the Verizon Wreless network to countries not induded in the Value Ran wall be billed at standard International Long Distance rates. Additional surcharges may apply when calling certain destinations, cc wwvv.veizonwireless.comtintemational for details. International Roaming: Some services, such as prerrium text messaging, directory assistance, entertainment lines and third -party services, may be available, and charges for these services will be billed (along with applicable toll charges) in addition to roaring rates. Message -waiting -indicator service is not available where Text Messaging is not available. Wien using International Phone, or International Data services, or if you subscribe to a Nationwide Plus Canada or Nationwide Plus Mexico Ran, and you're roaming near country borders, calls may be carried by a cell site located in a neighboring country and billed at that countr /s Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 37 of 41 Verizon Wreless Plan and Feature Details rates. Verizon Wireless will terrrinate your service for good cause if lass than half of your voce or data usage over three consecutive billing cydes is on the Verizon Wireless National Enhanced Services Rate and Coverage Area. See verizonwireless.com'Intemational for rates and destinations, vvhidi are subject to change without notice. Intemational Eligibility required for GSM roarring, and for roaring in many destinations. Rates, temu and conditions apply only when roaring on participating GSM networks in published destinations. Availability of service, calling features, and Text messaging vales by country and network and may be restricted without notice. You must add International Eligibility to your account to roam in many destinations. Visit vedzonwireless.cemrnaroaming. By using Equipment outside the United States, subscriber is solely responsible for complying with all applicable foreign laws, rules and regulations ("Foreign Laws"), including Foreign Laws regarding use of wireless phones while driving and use of wireless camera phones. Verizon Wireless is not liable for any damages that may result from subscriber's failure to comply with Foreign Laws. Roaming in GSM countries: GSM International Phone, activated in the United States with compatible subscriber Identity Module (SIM) card required. Rates, terns and conditions apply only When roarring on partidpating GSM networks in published International Phone countries. Service may be available in additional countries, but airtime rates, availability of calling features, and ability to receive incoming calls (inducting retum calls from emergency services personnel) may be restricted. See www.vedzonwireless.00m for coverage and airtirre rates. Service in certain countries may be blocked without odor notice. Where Text messaging is available, Customer will be charged $0.50 for each message sent and $0.05 for each m ssage received. Text messaging rates are subject to change. Text messages may be sent only to MTNS of (i) Verizon Wireless customers, and (ii) customers of foreign wireless carriers that partidpate in international text messaging. Check wvwvvtext.comfor the rlust current list ofpartidpating foreign caniers. Data Services: Verizon Wireless Barges you for all data and content sent or received using our network (including any network overhead and/or Internet Protocol overhead associated with content sent or received), as well as resolution of Internet Protocol addresses from domain names. Sending or receiving data using a virtual private network (VPN) involves additional VPN overhead for which you will be charged. Rease note that certain applications or widgets periodically send and receive data in the background, without any action by the user, and you will be billed for such data use. Applications ma automatically re -initiate data sessions without you pressing or diddng the MI or connect button. Data sessions automatically urinate after 24 hours. A data session is inactive when no data is being transferred. Data sessions may ;am inactive while data is actively being transferred, or may seem active when the data is actually cadged and data is not being transferred. If you have a Data Cnly plan and use voce service, domestic vdce calls will be billed at $0.25/minute. Verizon VW reless strives to provide customers with the best experience when using our network, a shared resource among tens of rrillions of customers. To further this objective, Verizon Wireless has implerrented Network Optimization Practices designed to ensure that the overwhelming majority of data customers aren't negatively impacted by the inordinate data consumption of a few users. The reduction can last for the remainder of the current bill cyde and the irrrrediately following bill cyde to ensure high quality network perforitence for other users at locations and times of peak demand. For a further more detailed explanation of these techniques please visit wwNv.verizonvvireless.00rnrnetworkoptirrization. Data transfer amounts oil l vary based on application. If you download an audio or video file, the file may be downloaded in sections or in its entirety; data charges will apply to the portion downloaded, regardless of whether you listen to or watch all of it. You may access and monitor your own data usage during a particular billing period, induding during the Retum Period, by accessing My Verizon online or by contacting Customer Service. Data Services: Permitted Uses: You can rse Verizon Wreless Data Services for accessing the Internet and for such uses as: (i) Internet browsing; (ii) email; (iii) intranet access (induding accessing corporate intranets, email and individual productivity applications made available by your company); (iv) uploading, downloading and streaming of audio, video and gar Ebb; and (v) Voice over Internet Protocol (Vol P). Data Services: Prohibited Wes. You may not use our Data Services for illegal purposes or purposes that infringe upon others' intellectual property corporate intranets, e-mail and individual productivity applications like customer rights, or in a manner that interferes with other users' service, that violates trade and economic sanctions and prohibitions as promulgated by the Departments of Commerce, Treasury or any other U.S. government agency, that interferes with network's ability to fairly allocate capacity among users, or that otherwise degrades service quality for other users. Examples of prohibited usage include: (i) server devices or host computer applications that are broadcast to multiple servers or recipients such that they could enable "bots" or similar routines (as set forth in more detail (ii) below) or otherwise denigrate network capacity or functionality; (ii) "auto- responders,""cancel-bots," or similar automated or manual routines that generate amounts of net traffic that could disrupt net user groups or e-mail use by others; (iii) generating "spam" or unsolicited commercial or bulk e- mail (or activities that facilitate the dissemination of such e-mail); (iv) any activity that adversely affects the ability of other users or systems to use either Verizon Wireless' services or the Internet -based resources of others, including thegeneration of dissemination of viruses, malware, or"denial of service" attacks; (v) accessi ng or attempti ng to access without authority, the information, accounts or devices of others, or to penetrate, or attempt to penetrate Verizon Wireless' or another entity's network or systems; or (vi) running software or other devices that maintain continuous active Internet connections when a computer's connection would otherwise be idle or "any keep al ive" functions, unless they adhere to Verizon VW rel ess" requirements for such usage, which may be changed from time to time. Verizon Wireless further reserves the right to take measures to protect our network and other users from harm oorrpronnised capacity or degradation in performance. Thccc measures may impact your service, and Verizon Wreless reserves the right to deny, modify or terrrinate service, with or without notice, to anyone Verizon Wireless believes is using Data Services in a manger that adversely irrpacts the Verizon /Wireless network. Verizon Wireless may monitor your compliance, or other subscribers' compliance, with these terms and conditions, but Verizon Wireless will not monitor the content of the communications except as otherwise expressly permitted or required by law. [See verizonwi reless.com/privacy] Unlimited Data Plans and Features (such as NationalAccess, BroadbandAccess, Push to Talk Plus, and certain VZEmail services) may ONLY be used with wireless devices for the following purposes: (i) Internet browsing; (ii) email; and (iii) intranet access (including access to corporate intranets, email, and individual productivity applications like oistomerrelationship management, sales force, and field service automation). The Unlimited Data Plans and Features MAY NOT be used for any other purpose. Examples of prohibited uses include, without limitation, the following: (i) continuous uploading, downloading or streaming of audio or video programrring or genre:; (ii) server devices or host corputer applications, including, but not limited to, Web camera posts or broadcasts, automatic data fPPI[S, automated machine -to -machine connections or peer -to -peer (P2P) file sharing; or (iii) as a substitute or backup for private lines or dedicated data connections. This means, by way of example only, that checking email, surfing the Internet, downloading legally acquired songs, and/or visiting corporate intranets is permitted, but downloading movies using P2P file sharing services and/or redirecting television signals for viewing on laptops is prohibited. For individual use only and not for resale. We will protect our network from harm, which may impact legitimate data flows. Wa will lirrit throughput or amount of data transferred exceeding 25 GB in any given billing cyde on any line, in any given billing cyde, for all additional usage for the remainder of the then -current bill cyde for the line that exceeds the data usage, and reserve the right to deny or tem-inate service, without notice, to anyone we believe is using an Unlimited Data Ran or Feature in any manner prohibited above or whale usage adversely irrpacts our network or service levels. Anyone using more than 25 GB per line in a given billing cyde is presurred to be using the service in a manner prohibited above, and we resorve the right to irr r rrediately terrrinate the service of any such person without notice. We reserve the right to adjust data throughput liritation thresholds to as low as 5GB in with prior written notice. We also reserve the right to terrrinate service upon notification to the customer-. Unlimited VZAccess and VZEnail: NationalAccess, BroadbandAccess, and IntemationalAccess data sessions may be used for the following purposes: (i) Internet browsing, (ii) e-mail, and (iii) intranet access (including access to Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 38 of 41 Verizon Wreless Plan and Feature Details relationship management, sales force and field service automation). Unlimited VZAccess, VZEmail and Push to Talk Plus services cannot be used (i) for uploading, downloading or streaming of movies, music or gam eS, (ii) with server devices or with host computer applications, other than applications required for BlackBeny or Wireless Sync service, induding, but not lirrited to, VAb camera posts or broadcasts, automatic data feels, Voice over IP (VoIP), automated machine -to -Machine connections, or peer -to -peer (P2P) file sharing, or (iii) as a substitute or backup for private lines or dedicated data connections. Additionally, Unlimited VZErnaiI services cannot be used for, (i) access to the Internet, intranets or other data networks, except as the Equipment's native applications and capabilities permit, or (ii) for any applications that tether Equipment to laptops or personal corrputers other than for use of the Wireless Sync or BlackBerry Solutions. Unlimited BroadbandAccess and NationalAcress data sessions automatically terrrinate after 2 hours of inactivity, unless Subscriber has Mobile IP (MI P) capable Equiprrent Data Roaming: In the Canadian Broadband and Canadian Enhanced Services Rate and Coverage Areas, usage will be charged at a rate of $0.002/KB or $2.05/ E. In the Mexican Enhanced Services Rate and Coverage Area, usage will be charged at a rate of $0.005/KB or $5.12/MB. In other available countries, usage will be billed at a rate of $0.02/KB or $20.48/MB. International Eligibility is needed to roam in many destinations. Current coverage details, and list of Other Available Countries can be found at wwvw.verizonwirelrss.corrrrintemational. International Data Optional Features: International PC Card required for international use. International PC Cards will not work in the United States or Canada and International Data Optional Features subsaibers will need a NationalAccess or Mobile Broadband PC card for domestic r LSe. The domestic and International PC Cards cannot be used at the same time. Prior to leaving the United States, subscribers must install International Data Optional Features VZAccess Manager`^ and run the OTA wizard. International Data Optional Features subscribers must activate and update their Preferred Roaming lists while in the National Enhanced Services Rate and Coverage Area every three months. Verizon Wireless rcscrves the right to terminate the service of any subscriber whose total usage is lass than half on the Verizon Wrelcsc National Enhanced Services Rate and Coverage Area over three consecutive billing cydes. . International Email SIM Cards: SIM Cards are available for use with your International PC Card, International Srmrtphone, or International Phone. Verizon Wreless is not responsible for any unauthorized use of subscriber's SIM Cards and subscriber must safeguard security codes. Placing your IntemationalEmeil SIM in any other non BlackBeny or Snartphone device could result in additional charges or termination of service. Upon termination of service, subscriber must destroy SIM Card. M2M Data Ran Terms and Conditions A data session is inactive when no data is being transferred, and may ;corn inactive while data is actively being transferred to a device, cc seem alive when actually cached and not transferring data. Customer must maintain virus protection when accessing the service and is responsible for all data sent and received including "overhead" (data that is in addition to user-transrritted data, including contra, operational and routing instructions, error -checking characters as well as retransmissions of user -data messages that are received in error) whether or not such data is actually received. Verizon VWreless will not be liable for problems receiving Service that result from Castoror's device. Megabyte (MB) Data Plans: M2M data usage is rounded to next full kilobyte at end of each billing cyde. Any unused portion of the megabyte allowance is lost. Equiprrent well not indicate kilobyte usage. Data Roaming: In the Canadian Broadband and Canadian Enhanced Services Rate and Coverage Areas, usage will be charged at a rate of $0.002/KB or $2.05/1VB. In the Mexican Enhanced Services Rate and Coverage Area, usage will be charged at a rate of $0.005'KB or $5.12/1VB. For more information on roaming in Canada and Mexico, visit vedzonwireless.00m/nareaning. In the Bermuda, China, Dominican Republic, Guam, India, Israel, Saipan and South Korea Enhanced Services Rate and Coverage km, usage will be billed at a rate of $0.02/KB or $20.48/MB. I -Dal is needed to roam in many destinations. Only the Canadian Broadband Rate and Coverage Area supports EV-CO. M2M Data Ran Share Options Share Options: Sharing is available only among Govemment Subscribers on applicable M2M Low Usage and High Usage calling plans. Account Share: Customer may activate up to 15 share groups per account. Sharing is available only among M2M Lines on the Mobile Broadband M2M Account Share Pans on the same billing account, i n the same usage group (Low Usage and High Usage plans cannot share with eadi other). Unused KBs will be distributed to M2M Lines with an overage on an as needed basis to M2M Lines on the same billing account that have exceeded their MB allowance during the same monthly billing period. At the end of each bill cyde any unused KBs allowances will be applied to the overages of the other M2M Lines on the same account beginning with the line with the lowest overage need until depleted. Customers subscribing to Mobile Broadband M2M Account Share Plans will be billed on separate billing accounts and invoices from Subscribers to the Mobile Broadband M2M Profile Share Plans. Profile (Multi -Account) Share: Customer may activate one (1) share group per profile (Low Usage and High Usage plans cannot share with each other); however, customer may have multiple bill accounts on the same profile. Sharing is available only among M2M Lines on the Mobile Broadband M2M Multi -Account Share Plans on the same profile, i n the same usage group. Eadi sharing M2M Lines unused KBs will pass to other sharing M2M Lines that have exceeded their data allowance during the shrre monthly bill cyde. Unused KBs will be distributed proportionally as a ratio of the KBs needed by each applicable M2M Line to the total KBs needed by all sharing IV2M Lines on the same profile. Customers subscribing to Mobile Broadband M2M Profile Share Plans will be billed on separate billing accounts and invoices from Subscribers to the Mobile Broadband M2M Amrxant Share Plans. Note: 1A profile is defined as a 0 Lstomer's overarching account of 'word under which Customer may have multiple billing accounts Verizon Wireless Private Network Terms and Conditions Verizon VW reless Private Network Service (" Private Network" ): Private Network extends Custorrrer's IP network to its wireless equipment by segregating the data between such devices and Customer's servers from the public Internet (the "Internet"). 0 LStomer's use of Private Network is subject to the Private Network Roles and Responsibilities Customer Guidelines, which are available from your Sales representative. Customer Mnimum Line Requirement: Customer must maintain a minimum of 100 Machine -to -Machine lines at all times during the term of its Agreement in order to remain eligible for Private Network. If Customer falls below the 100 -line minimum, Verizon Wireless reserves the right to discontinue Private Network for non-use. Connection to Verizon VVi rel ess Faci I ity: Castorrer must establish a direct -connect d rcuit from its fad l ities to Verizon Wireless's facilities by the r se of Virtual Private Network, Verizon Private IP, or Fixed End System connections. Customer is solely responsible for masking arrangerrlents with a local access provider for installation and ongoing maintenance of such a connection, with suffident data throughput to meet Customer's antidpated data needs. 0 rstomer is also responsible for all charges incurred directly or through a third party associated with establishing the connection, as mi l es for accessing Private Network, including Internet access fees, hardwrare, software, license fees, and telecommunications charges. Customer Provided Equipment ("CPE'): Customer rrust procure routers and any other CPE that meet Verizon Wireless requirements for Private Network connectivity. Customer is responsible for ensuring any CPE resets its data capacity and throughput needs. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 39 of 41 IP Addresses: Customer is responsible for procuring private IP addresses, which mast be corn mnicated to Vedzon Wireless during implementation. Private Network supports static and dynamic addressing for 1X service and/or EVDO service; 4G LTE service; and Internet addressing system Internet Protocol version 4. Direct Internet access requires static IP addressing. Dynamic Mobile Network Routing (" DMVR' ): D(vNR allows configuration of Private Network for dynamic routing to the subnets it serves (up to eight) to other devices on C1 Lstomer's network and as support for mobile or stationary routers. DMNR is based off Mobile IPA -bawd Network Mobility protocol and requires the router to be configured to support this capability. Customer is responsible for any charges associated with the customization of its CPE to support DMNR Verizon Wireless Private Network Traffic Management Private Network Traffic Management (PNTM): PNTM allows Customer to configure its Private Network to allow differentiated Quality of Service (QoS) by application over Vedzon Wireless's LTE network using standards-bmcd IP packet marking. Customer can identify applications on its 4G LTE devices to get priority QQS over its Private Network. Vedzon Wireless makes no guarantee of PNTM bandwidth allocations, which are subject to the limitations of wireless service availability as detailed in the Agreement. Customer is responsible for any charges associated with the customization of its CPE to support PNTM PNTM for Public Safety: Eligible public safety accounts can take advantage of priority access to a data channel over the Wireless Service for its data traffic during fir T US of heavy network demand. While PNTM for Public Safety enables a dedicated data channel, Vedzon Wreless makes no guarantee of Wreless Service availability, which is subject to the limitations of wireless service availability as detailed in the Agreement. PNTM for Public Safety is only available to CI stoners approved by Verizon Wireless that qualify as Public Safety Entities classified by the fdlci ing NAICS codes a) 621910 Ambulance Services; b) 922110 Courts; c) 22120 Police Protection; d) 922130 Legal Counsel and Prosecution; e) 922140 Correctional Institutions; f) 922150 Parde Offices and Probation Offices; g) Fire Protection; h) 922190 Other Justice, Public Order, and Safety Activities or i) National Security. Customer Private Network Contact: CI stoner mast designate a Private Network representative and provide contact information, including a phone nunter and email address. The Private Network contact will work with the Verizon Wireless solution engineer through the Private Network implementation and testing processes detailed below. The contact shall be available during business hours and any other time period that customer utilizes Private Network for the purpose of assisting to resolve service problerrs and trouble shooting. Private Network Implementation and Testing: Verizon Wireless will implement Customer's Private Network, which requires Customer to a) provide any information (e.g., account numbers, IP address ranges, router/CPE information) necessary to carpete the Private Network Connectivity Form; b) partidpate in a Private Network turn -up call to ensure that CPE is properly configured to support the Private Network connection; and c) partidpate in a Solution Validation call to confir n that Private Network is working properly from Verizon Wreless to Customer's applications. Wireless Devices/Network Access: Customer mast Ilse Private Network -compatible end -user Equipment and at Customer's expense mast submit any devices not identified as Private Network compatible to Vedzon Wreless, for network testing and Private Network certification. Private Network functionality is available on the Verizon Wireless 3G and 4G data network, subject to the limitations defined in this Addendum While Private Network functionality may also be available on the networks of Vedzon Wireless' domestic and international roaming partners, Vedzon Wreless makes no representation of Private Network availability or reliability on such networks. Permitted Use/Fraud: ()stones- shall use Private Network only for lawful purp= and shall not send or enable via the Private Network connection, by way of example, any SPAM, viruses, wall b, trap doors, back doors or timers, nor shall O Lstorrer engage in any moil -bombing or spoofing via Private Network. Or Lsto r er is responsible for the sir, pity of its network and end -user devices and is responsible for any unauthorized access to the Private Network. Verizon Wireless will treat any traffic over the Rivate Network as authorized by Customer. Vedzon Wireless r crves the right but is not obligated to filter fraudulent usage. Maintenance/Service Changes/Termination of Private Network Service: Verizon Wreless may limit access to Private Network in order to perform maintenance to the service and will use reasonable efforts to provide Customer with prior notice of such maintenance. With reasonable advance notice, Verizon Wreless has the right to modify and reconfigure Private Network as it deems necessary to enhance Customer's experience or to safeguard the Verizon Wreless network. In addition, VERIZON WRELESS CAN WTI-IOUT NONCE LIMIT, SUSPEND OR CANCEL CUSTOMERS ACCESS TO OR USE OF PRIVATE NETWORK IF CUSTOMER VI OLATES THE RESTRICTIONS OF THIS ADDENDUM OR FOR GOOD CAUSE. Good cause indudes (a) breach of the terry of this Addendum or the Agreement; (b) unlawful use of Private Network; (c) using Private Network in a way that adversely affects the Verizon Wireless network or Verizon Wreless' customers; (d) breach of an obligation of Customer to comply with any applicable federal, state and lu dl government laws, rules and regulations, industry practises, third -party guidelines, or other applicable pdides and requirements; (e) the suspension or termination by any govemrental body of axrpetent jurisdiction of Customer's service or the institution of a requirement, ruling or regulation that conflicts with this Addendum; or (f) for operational or governmental reasons. No Warranties: Verizon Wreless makes no warranties, express or implied, with respect to Private Network, which it provides to 0 stoner on an "AS IS" basis "OATH ALL FAULTS" and "AS AVAILABLE." The accuracy, timeliness, completeness, suitability, or availability of any aspect of Private Network cannot be guaranteed. THE IMPLIED WARRANTIES OF MERCHANTABILTY, FITNESS FOR A PARTICULAR PURPOSE, AND NON -INFRINGEMENT ARE HEREBY EXPRESSLY DISCLAIMED IN THEIR ENTIRETY. The foregoing limitations, exdusions and disclaimers shall apply to the maximum extent permitted by applicable law. Vedzon Wreless makes no representation that it supports any service levels with respect to the availability, perforlranae, capacity, uptime or any similar metrics of Private Network. Subject to the Agreement: The temps of this Addendum supplement the Agreement. The temr s of the Agreement are appl icat e to Customer's use of Rivate Network. If there are any inconsistencies between the temrm of this Addendum and the Agreement, the terms of this Addendum shall abntrd with respect to Private Network. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 40 of 41 Regulatory Surcharges and Fees Verizon Wireless' pricing does not include federal, state, local or foreign fees, assessments or other charges (collectively "fees"), which crust be billed based on the jurisdiction in which the subscriber's cellular number is set up and located. Fees vary by state and local areas and are subject to change without notice. Verizon Wrdess cannot provide a comprehensive list of all charges and regulatory fees required and assessed when using a wireless device because they vary greatly from one jurisdiction to another. In addition to taxes, surcharges and fees that we are required to collect, we will also collect charges to recover or help defray costs of taxes and governmental surcharges and fees irrposed on us, and costs associated with governmental regulations and mandates on our business. These charges include, among others, a Regulatory Charge and a Federal Universal Service Charge, and are described below in more detail. Those charges are Verizon Wireless charges, not taxes, and are subject to change. Because these charges are not taxes, your tax exerrptions, if any, will not apply to these charges. Federal Universal Service Charge Wireless caniers are assessed by the federal government to fund the delivery of universally -affordable teleco rrnunications and information services under the Federal Universal Service Fund (FUSF) program The Federal Universal Sevice Charge (Fusq collected by Verizon is a percentage of the customer's monthly bill and is used to defray the costs of the FUSF. The FUSC is collected on most iterrs on the bill, other than data charges for wireless broadband Internet access, equipment charges and taxes. As of January 1, 2018, the basic FUSC rate is 19.5% and changes quarterly. The FUSC rate for bundled minute plans is 5.08% if the custonher does not exceed the included nunrber of minutes. The 19.5% rate applies to long distance interstate calls that exceed the customer's included bundle of minutes. Other services, such as VOIP, are charged a Imer FUSC rate. Cellular ArrPss for voce calling plans (only on first 79% of this item) Verizon Wireless Toll Roaring Charges Activation Charges Re -connect fees Landline Connect Fee TXT ' ssaging monthly service TXT Messaging usage Airtime usage for voce calls Mobile to Mobile feature Nights and Weekends feature TdI free feature The quarterly percentage rate described above for the FUSC is applied in our billing system Verizon Wireless also irrposm state universal service charges. Thceo charges vary by jurisdiction and are subject to change depending on changes in the state universal service impositions on Verizon Wireless. Regulatory Charge The Regulatory Charge is an assessment that helps defray our ongoing costs of complying with various governmental mandates and assessments. Examples include: • The cost of the license fees assessed by the FCC. • Costs assessed by the FCC to administer local number portability requirements. This charge is subject to change over time upon notice and is taxable in most jurisdictions. The Regulatory Charge is $0.02 per line for wireless Mobile Broadband Internet access and Machine to Machine devices and $0.21 per line for all other services. Regulatory fees impacting the wireless industry are constantly evolving and are subject to change without notice. For mare information you can visit the FCCs website at wvww.fcc.gov. Verizon Wireless offers this pricing utilizing the terms and conditions of the NASPO ValuePoint (NVLPT) Contract #1907, Addenda and Attachments can be found on www.naspovaluepoint.org site for your consideration and review. Your State may also have a NVLPT Participating Addendum which may be available on your State website. Alternatively, you may contact your local Verizon Government Sales representative for additional information. v.122017 (22%) Page 41 of 41 CITY of City of Palo Alto (ID # 9685) PALO ALT© City Council Staff Report Report Type: Action Items Summary Title: Public Safety Building Meeting Date: 11/5/2018 Title: PUBLIC HEARING: QUASI-JUDICIAL, 250 Sherman Avenue, Public Safety Building [17PLN-00256]: Approval of an Application for Architectural Review for a new Public Safety Building, Three Stories Above Grade With 45,400 to 48,000 sf of Floor Area Above Grade, two Basement Levels With Usable Floor Area Within the First Basement Level, Five Surface Parking Spaces Within a Fenced Area and 143 Below Grade Parking Spaces (Including 12 Stalls in Tandem Arrangement), two Operational Site Buildings Accessory to the Public Safety Building, and Site Improvements, With Approval of Adjusted Setbacks and Height per Ordinance 5445, and Adoption of a Record of Land Use Action. City Council Certified the Environmental Impact Report and Adopted the Public Facilities Amendment Ordinance on June 11, 2018. Zone District: PF (Public Facilities) From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council approve an Architectural Review application for a new public safety building and related facilities that includes modifications to development standards related to setbacks and height and adopt an associated Record of Land Use Action (Attachment B). Executive Summary The proposed Public Safety Building (PSB) will be located at 250 Sherman, shown on the location map (Attachment A) and would replace the surface parking lot and trees on the site. The PSB would house the Police Department, 911 Emergency Dispatch Center, Emergency Operations Center, Office of Emergency Services, and Fire Department administration. Prior to constructing the new PSB, the City intends to complete the construction of the Council - approved, 636 -space public parking garage at 350 Sherman Avenue. The PSB project City of Palo Alto Page 1 documents, including the Council -certified Environmental Impact Report (EIR), are found at this webpage link: https://www.cityofpaloalto.org/PublicSafetyBldg. On June 11, 2018, Council: certified the PSB Project Final Environmental Impact Report (EIR); adopted Ordinance 5445 amending the PF Zone development standards for essential services facilities and parking garages in the California Avenue and Downtown Districts; and, adopted a Record of Land Use Action approving the AR application for the public parking garage at 350 Sherman Ave. Council is now requested to approve the attached Record of Land Use Action (RLUA) approving the PSB. The Architectural Review Board (ARB) recommended approval of the PSB design on September 20, 2018. On October 18, 2018, the ARB subcommittee reviewed a proposed materials change and lighting details responsive in part to the ARB's September 20, 2018 approval condition. The Draft RLUA reflects the ARB and subcommittee's actions and requires follow-up subcommittee review of one type of light fixture, details for the communications tower attachments, and revisions to increase the openness of the multi -purpose room design. Background The public safety building (PSB) was among nine key projects included in the 2014 Council Infrastructure Plan, which prioritized unfunded projects and defined a funding plan for the projects. The PSB was identified as the plan's highest priority project. The Council -certified EIR Chapter 3 included a complete description of the 'PSB Project', comprised of the PSB and the parking garage proposed for development on City parking lots C-6 and C-7. In summary, the existing pavement, curbs, planters and utility items on the existing public parking lots would be demolished, all parking lot trees would be removed and replaced with new trees, and new structures, hardscaping and landscaping would be constructed and installed. The new PSB would range from 45,400 sf to 48,000 sf in area and have a height of nearly 50 feet, with the exception of the emergency communications tower, proposed to be 135 feet tall. The microwave tower is proposed at the Park Boulevard side of the new building. The height of the proposed tower allows the City of Palo Alto to participate in the Santa Clara County ECOMM Network for PSAP's (Public -Safety Answering Points). An employee courtyard, with trees and seating, is proposed adjacent to Jacaranda Lane (alley) and separated from the alley by a concrete wall. The design includes an overhead canopy to cover 50% of the vehicle parking spaces in the fenced area, trees to provide screening, and a perimeter wall. Above -grade, the PSB structure will observe the PF zone's required street setbacks; below grade, the building would encroach into PF zone setbacks. The PSB site is bounded by Birch Street, Park Boulevard, Sherman Avenue and Jacaranda Lane. Properties across Sherman Avenue from the PSB site are the Santa Clara County Courthouse (the tallest nearby building, at four stories), County parking lot, and the residential building on City of Palo Alto Page 2 the opposite corner. Land uses along Park Boulevard from Grant Avenue to Sherman Avenue include office/commercial uses and several restaurants. The buildings in the project vicinity are generally one to three stories. The PSB site has the Comprehensive Plan land use designation 'Major Institution/Special Facilities.' On June 11, 2018, Council certified the PSB Project Final EIR, which was published May 11, 2018 and adopted Ordinance 5445, as recommended by the Planning and Transportation Commission, to amend the PF District Regulations in Palo Alto Municipal Code Chapter 18.28. Council's PSB Project EIR certification and adoption of Ordinance 5445 allowed Council to approve the AR application for a 636 space, four-story public parking structure at 350 Sherman Avenue. Ordinance 5445 also allows Council to approve the PSB at 250 Sherman Avenue, which requires exceptions from the PF zone development standards for height (for the communications tower) and for setbacks. The Resolution certifying the EIR made required findings pursuant to the California Environmental Quality Act (CEQA), including findings related to environmental impacts, mitigation measures and alternatives, and adopted a Mitigation Monitoring and Reporting Program (MMRP) for the public parking garage at 350 Sherman Avenue and for the PSB at 250 Sherman Avenue. The PSB Project EIR mitigation measures are restated in the attached Draft RLUA (Attachment B) for the PSB AR application. Council also directed staff to have a goal of minimizing zoning exceptions for future projects and consider car lifts and parking that can be repurposed. ARB Review The ARB and Historic Resources Board (HRB) conducted preliminary reviews of the PSB Project in May and June 2017. In October 2017, the ARB held one public hearing for the combined project applications (public parking garage and PSB). The ARB comments in October 2017 resulted in a variety of design changes, and since Council approval of the garage was needed first given the order of construction, the PSB redesign was afforded more time and further ARB review was deferred until after the June 2018 submittal of the revised design. The attached RLUA (Attachment B) captures the architectural review findings and approval conditions. The ARB review of the project on September 20, 2018 concluded with an additional condition requiring ARB subcommittee review of discrete items including alternative materials to the terra-cotta colored board -formed concrete (in the below right image). On October 18, 2018, the ARB subcommittee supported the architect's preferred, cost -neutral alternative (thin, long, variegated colored bricks), which is reflected in the below left image. City of Palo Alto Page 3 The subcommittee also discussed one type of proposed light fixture that was inconsistent with the goal of down -lighting, and continued its review to ensure the selection of an appropriate lighting fixture that does not create light pollution. The Discussion section of this report provides a summary of additional subcommittee items and the ARB review process. Links to staff reports and minutes are provided below: • October 17, 2017 ARB: Staff report: https://www.cityofpaloalto.org/civicax/filebank/documents/61817; • August 2, 2018 ARB: Staff report: https://www.cityofpaloalto.org/civicax/filebank/documents/66102; the October 17, 2017 excerpt minutes are included in the August 2nd staff report; • September 20, 2018 ARB Staff report: https://www.cityofpaloalto.org/civicax/filebank/documents/66722; the August 2nd minutes are included in the September 20, 2018 staff report. Excerpt Minutes from September 20, 2018 are attached to this report (Attachment H). A video recording is available online at http://midpenmedia.org/architectural-review-board-74-09202018/ • October 18, 2018 ARB Staff report: https://www.cityofpaloalto.org/gov/boards/architectural/default.asp; The report notes future subcommittee review items to be included in the RLUA as: o the antenna attachment layout (since all of the communications systems must be further selected and designed), and o the multi -purpose room's potential for openness related to the possible programmatic use of the space as a community room (because the Council is to first consider this issue). City of Palo Alto Page 4 Discussion While the new Public Safety Building requires Council approval of encroachments into minimum PF zone setbacks and maximum PF zone height, the design meets the project objectives. The RLUA provides findings for approval of the reduced setbacks and increased height, as well as relevant Comprehensive Plan policies, with notes about related project features; these were also cited in the PSB Project EIR. Antenna Design The antenna attachment layout was not ready for formal ARB or ARB subcommittee review prior to the City Council's hearing of the project. All of the communications systems must be further selected and designed. This item is likely the last item to be addressed, and the designs may need to periodically go back to ARB as the communications needs change during the life of the building. The revised draft Record of Land Use Action has a condition related to potential ongoing architectural reviews of the antenna attachments. Multi -Purpose Room Design The multi -purpose room was an important component of the design and was originally located within the main building volume. As the design changed to reduce building mass impacts, the room was pulled out from the main volume to become an attached one-story volume, with limited access and glazing. The room will be used by all three departments for a myriad of uses, including training, regional meetings, city -sponsored community events, press briefings, volunteer events, and so on. Staff does not currently have a multi -purpose space of this size and this is described as a critical component of the program. Staff has already determined the number of events which can be hosted in this space far exceeds 250 per year. Many of these events include members of the public attending city -sponsored meetings and events. The ARB repeatedly asked for greater openness and accessibility, in order for the room to best serve the community for meetings. Staff requests Council direction as to the extent the Council believes this room might serve the community, as the 'openness' of the design (windows, doorway access, and signage) depends upon Council's determination. As set forth in the draft RLUA, the multi -purpose room design is anticipated to return to the ARB subcommittee soon after Council's decision on the project, to ensure the room is designed to be flexible for use by the Public Safety Departments and as a City -managed civic meeting room (including the door to the plaza, additional windows, and signage). Exceptions — Setbacks, Height, Floor Area A zoning table (Attachment E) describes the requested building encroachment into minimum PF setbacks and the communications antenna's excess height, which the Council is enabled to approve under Ordinance 5445. City of Palo Alto Page 5 Setbacks The Public Facilities district states, "no yard adjoining a street shall be less than 20 feet and no interior yard shall be less than 10 feet". The above ground building will provide a 25 -foot setback from Sherman Avenue, a 20 -foot setback from Park Boulevard to the one-story storage building, a 40 -foot setback from Birch Street to the one-story community room/multi-purpose room and 63 -foot setback from Birch Street to the lobby, and a 36 -foot setback from the edge of Jacaranda Lane. A 3'2" setback is proposed from the edge of Jacaranda Lane to the one-story storage building and requires an exception. Below grade, the structure is located within the 20 -foot street setbacks. Height The height of the tower (at 135 to 139 feet) would exceed the PF-District's 50 -foot height limit. The ARB seeks to review the attachments to the tower, once they have been designed. Policy Implications The attached Draft Record of Land Use Action cites Comprehensive Plan Policies applicable to this project. Resource Impact The current total project cost estimate for the PSB (without staff salaries and benefits) is $106 million. The FY2019 Capital Improvement Program funding for the project is based on an earlier estimate of $91 million. The increase in projected cost for the PSB, which was discussed with Council in a study session on September 17, 2018, will be addressed through the FY2020 capital budget process. Timeline Final design and construction documents are expected to be complete in Spring 2020 with construction starting in Summer 2020. Construction is expected to last 21 months. Environmental Review: City Council certified the Final EIR on June 11, 2018. The Final EIR includes responses to Draft EIR public comments and is viewable here: https://www.cityofpaloalto.org/civicax/filebank/documents/65005. The revisions to the PSB plans for Architectural Review did not result in the need to recirculate the EIR. The Draft EIR had been circulated to the State Clearinghouse for comments, with notice provided for public comments. Public comments on the Draft EIR were addressed in the Final EIR adopted by City of Palo Alto Page 6 Council. A mitigation monitoring and reporting program was prepared for Council action in conjunction with certification of the Final EIR on June 11, 2018. Attachments: Attachment A: Location Map(DOCX) Attachment B: Record of Land Use Action (DOC) Attachment C: Ordinance 5445 (PDF) Attachment D: RESOLUTION 9772 Certifying EIR and Making CEQA Findings PSB EIR (PDF) Attachment E: Zoning Table (DOCX) Attachment F: Project Description (PDF) Attachment G: Links to EIR, Project Page and Plans (Viewing Directions) (DOCX) Attachment H: ARB excerpt minutes 9-20-18 (DOCX) Attachment I: Public Correspondence (PDF) City of Palo Alto Page 7 Attachment A: Location Map Public Safety Building 250 Sherman Avenue Attachment A DRAFT ACTION NO. 2018-0X RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 250 SHERMAN AVENUE ARCHITECTURAL REVIEW 17PLN-00256: PUBLIC SAFETY BUILDING On November 5, 2018, the Council held a duly noticed public hearing and, after considering all of the evidence presented, approved the proposed Public Safety Building at 250 Sherman Avenue making the following findings, determination and declarations: SECTION 1. Background. On November 5, 2018, Council conducted a public hearing to consider the Architectural Review application and conditional approval recommendation by the Architectural Review Board, for the Public Safety Building at 250 Sherman Avenue; A. On October 19, 2017, the Architectural Review Board (ARB) conducted the first public hearing of the Public Safety Building (PSB) application, together with the application for the Sherman Avenue public parking garage, and continued its review of both applications to a date uncertain; B. On January 18, 2018 the ARB reviewed the Draft Environmental Impact Report (EIR) for the PSB Project in a public hearing and provided comments, which were addressed in the Final EIR Council adopted on June 11, 2018; C. On June 11, 2018, Council adopted modifications to the Public Facilities development and parking standards for public parking facilities and essential services facilities within the Downtown and California Avenue business districts; D. On August 2, 2018, the ARB reviewed the PSB application in a second public hearing including a review of the Architectural Review approval findings and draft approval conditions, and continued the hearing to September 20, 2018; E. On September 20, 2018, the ARB unanimously recommended that Council approve the proposed public parking garage, subject to subcommittee review as noted in approval condition #5; and F. On October 18, 2018, the ARB Subcommittee reviewed and provided feedback on two of the items noted in Planning Condition of Approval #5 and accepted the preferred alternative finish E for use replacing the previous board -formed concrete proposed at the ground floor level and 'pedestrian ribbon'. G. On November 5, 2018, the City Council held a duly noticed public hearing, at which evidence was presented and all person were afforded an opportunity to be heard in accordance with the Palo Alto Municipal Code and the Council's Policies and Procedures. 1 SECTION 2. Environmental Review. On June 11, 2018, the City of Palo Alto City Council certified an Environmental Impact Report (EIR) prepared for the project in accordance with the California Environmental Quality Act (CEQA), and made related findings by Resolution 9772. SECTION 3. Architectural Review Findings. The design and architecture of the proposed project, as conditioned, complies with the Findings for Architectural Review as required in PAMC Chapter 18.76. The design and architecture of the proposed public safety building complies with the Six Findings for Architectural Review set forth in Palo Alto Municipal Code Section 18.76.020 as follows: (1) The design is consistent with applicable provisions of the Palo Alto Comprehensive Plan, Zoning Code, coordinated area plans (including compatibility requirements), and any relevant design guides. The project is consistent with Finding #1 because: • With Council's recent adoption of amendments to the Public Facilities development and parking standards for essential services facilities and parking garages within the Downtown and California Avenue Business districts approval of the project, the project complies with the land use and development standards of the PF zone. • The following policies and programs of the Comprehensive Plan (Plan) are relevant to the project: o Policy T-5.6, strongly encourage the use of below -grade or structured parking, and explore mechanized parking instead of surface parking for new developments of all types while minimizing negative impacts including on groundwater and landscaping where feasible, o Policy T-5.7, require new or redesigned parking lots to optimize pedestrian and bicycle safety, o Policy T-5.8, promote vehicle parking areas designed to reduce storm water runoff, increase compatibility with street trees and add visual interest to streets and other public locations. Encourage the use of photovoltaic panel or tree canopies in parking lots or on top of parking structures to provide cover, consistent with the Urban Forest Master Plan, o Policy N-2.3, enhance the ecological resilience of the urban forest by increasing and diversifying native species in the public right-of-way, protecting the health of soils and understory vegetation, encouraging property owners to do the same and discouraging the planting of invasive species, o Policy N-2.10, preserve and protect Regulated Trees on public and private property...and related program N2.10.1 continue to require replacement of trees including street trees lost to new development, o Policy N-4.12, encourage Low Impact Development (LID) measures to limit the amount of pavement and impervious surface in new development and increase the retention, treatment and infiltration of urban stormwater runoff. Include LID 2 measures in major remodels, public projects and recreation projects where practical. o Policy L-1.10, hold new development to the highest development standards in order to maintain Palo Alto's livability and achieve the highest quality development with the least impacts, o Policy L-4.2, encourage street frontages that contribute to retail vitality in all Centers. Reinforce street corners in a way that enhances the pedestrian realm or that form corner plazas. Include trees and landscaping, o Policy L-4.3, ensure all Regional Centers and Multi -Neighborhood Centers provide centrally located gathering spaces that create a sense of identity and encourage economic revitalization. Encourage public amenities such as benches, street trees, kiosks, restrooms and public art, o Policy L-4.8, maintain the existing scale, character and function of the California Avenue business district as a shopping, service and office center intermediate in function and scale between the Downtown and the smaller neighborhood business areas, o Policy L-5.2, provide landscaping, trees, sidewalks, pedestrian path and connections to the citywide bikeway system within Employment Districts, o Policy L-5.3, design paths and sidewalks to be attractive and comfortable and consistent with the character of the area where they are located, o Policy L-6.1, promote high quality design and site planning that is compatible with surrounding development and public spaces, o Policy L-6.3, encourage bird -friendly design, o Policy L-6.6, design buildings to complement streets and public spaces; to promote personal safety, public health and well-being; and to enhance a sense of community safety, o Policy L-6.10, encourage high quality signage that is attractive, energy efficient, and appropriate for the location, and balances visibility needs with aesthetic needs. (no signage proposed with this application), o Policy L-8.2, provide comfortable seating areas and plazas with places for public art, o Policy L-70, enhance the appearance of streets by expanding and maintaining street trees, o Policy L-8.4, create facilities for civic and intellectual life, such as better urban spaces for civic programs and speakers, cultural, musical and artistic events, o Policy L-8.5, recognize public art ... as a community benefit; encourage the development of new public and private art and ensure such projects are compatible with the character and identity of the neighborhood, o Policy L-8.6, seek potential new sites for art and cultural facilities, public spaces, open space and community gardens, o Policy L-9.2, encourage development that creatively integrates parking into the project, including locating it behind buildings or underground wherever possible, or by providing for shared use of parking areas. Encourage other alternatives to 3 surface parking lots that minimize the amount of land devoted to parking while still maintaining safe streets, street trees, a vibrant local economy and sufficient parking to meet demand, o Policy L-9.6, create...publicly accessible, shared outdoor gathering spaces within walking and biking distance of residential neighborhoods, o Policy L-9.7 strengthen the identity of important community -wide gateways, including...entries to commercial districts, o Policy L-9.8 Incorporate the goals of the Urban Forest Master Plan into the Comprehensive Plan by reference in order to assure that new land uses recognize the many benefits of trees in the urban context and foster a healthy and robust tree canopy throughout the city, ■ Related Program L-9.8.1, establish incentives to encourage native trees and low water use plantings in new development throughout the city, o Policy L-9.9, involve the Urban Forester, or appropriate City staff, in development review, o Policy L-9.11, design public infrastructure, including paving, signs, utility structures, parking garages and parking lots, to meet high -quality urban design standards and embrace technological advances. Look for opportunities to use art and artists in design of public infrastructure. ■ Related Program L9.11.2 Encourage the use of compact and well -designed utility elements, such as transformers, switching devices, backflow preventers and telecommunications infrastructure. Place these elements in locations that will minimize their visual intrusion. (2) The project has a unified and coherent design, that: (2a) creates an internal sense of order and desirable environment for occupants, visitors, and the general community; The project is consistent with Finding 2(a), given: • The right-of-way improvements will improve circulation; employee automobile ingress from/egress onto Jacaranda Lane is compatible with the design concept and functions; • The new facilities and amenities for pedestrians, bicyclists and vehicles are an improvement from the existing facilities as to safety and convenience; (2b) preserves, respects and integrates existing natural features that contribute positively to the site and the historic character including historic resources of the area when relevant; The project is consistent with Finding 2(b), given: • Although all existing on -site and street trees will be removed to allow for construction of the PSB, 15 new street trees (Chinese Elms, California Sycamores, and London Planes) in 24" box sizes (with post pavement support system and necessary soil volume for long-term health and separation for utilities) are proposed around the perimeter of the building on Sherman, Birch and Park (plan sheetARBAMO8). • On Birch Street, five additional 24" box sized Golden Rain trees will form an allee with the street trees; and one additional tree (Cork Oak) is proposed for the 'front yard' area; 4 • On Park Boulevard, four additional 24" box sized Strawberry trees are proposed behind the street trees; • Six Strawberry trees are proposed in the employee courtyard near Jacaranda Lane; • Plan sheet ARB AM11 provides technical details associated with the tree mitigation plan. (2c) is consistent with the context -based design criteria of the applicable zone district; Finding 2c is not applicable since the PF zone does not impose context based design criteria. (2d) provides harmonious transitions in scale, mass and character to adjacent land uses and land use designations; The project is consistent with Finding 2(d), given: • The materials and architectural forms are intended to be compatible with the mid-century architecture of the area which includes: o A four story building across Sherman (the County courthouse and jail building), a mixed use (office -residential) building on the corner across Sherman, one- and two- story commercial buildings fronting California Avenue, and multi -story residential building on the opposite corner. (2e) enhances living conditions on the site and in adjacent residential areas; • There are no living units proposed on the site; the project is consistent with Finding 2(e), wherever feasible, with limited lighting proposed facing the multiple family residential building on Sherman Avenue, and with pedestrian friendly landscaping, lighting and sidewalks to enhance residents' experience walking to California Avenue. (3) The design is of high aesthetic quality, using high quality, integrated materials and appropriate construction techniques, and incorporating textures, colors, and other details that are compatible with and enhance the surrounding area; the project is consistent with Finding 3, given: • The materials were selected for quality, durability and to convey warmth; • The new structure's materials and construction techniques are appropriate for the use; • Colors and textures will be compatible with nearby civic buildings and park landscaping; (4) The design is functional, allowing for ease and safety of pedestrian and bicycle traffic and providing for elements that support the building's necessary operations (e.g. convenient vehicle access to property and utilities, appropriate arrangement and amount of open space and integrated signage, if applicable, etc.); the project is consistent with Finding 4, given: • The 10' high security wall along Jacaranda is set back from the property line to provide a continuous sidewalk and meet the 10' PF zone setback requirement for a significant length of the alley; • Sidewalk curb location adjustments and pedestrian crossing bulb -outs promote safe pedestrian traffic; 5 (5) The landscape design complements and enhances the building design and its surroundings, is appropriate to the site's functions, and utilizes to the extent practical, regional indigenous drought resistant plant material capable of providing desirable habitat that can be appropriately maintained; the project is consistent with Finding 5, given: • Selected tree species will thrive in an urban environment, provide appropriate architectural emphasis and scale on each of the three frontages, and have relatively low maintenance and water requirements. • Sherman and Park frontages receive raised planters with integral seating, an area of rain garden planting. • Sherman Avenue and Birch Street receive wider sidewalks allowing for street trees and benches. • The entry alignment of the Birch Street ramp connects with Jacaranda to allow a landscaped front yard plaza on Birch, • The landscaped setbacks accommodate seating and shade for individual passive activities along Birch, Sherman and Park frontages; • Low-level, focused pedestrian lighting will reinforce the intimate and small-scale aspects of the plazas/streets, avoid light -pollution, and reinforce the civic character of the facilities. (6) The project incorporates design principles that achieve sustainability in areas related to energy efficiency, water conservation, building materials, landscaping, and site planning; the project is consistent with Finding #6 given: • Suitable street tree planting environments and storm water design features are key features of the project. SECTION 4. Architectural Review Approval Granted. Architectural Review Approval is hereby granted for the Public Parking Garage at 350 Sherman Avenue by the City Council pursuant to Chapter 18.77 of the Palo Alto Municipal Code. SECTION 5. Plan Approval. Public Safety Building The plans for the Public Safety Building submitted for Building Permit shall be in substantial conformance with those plans prepared by RussDrulisCusenbery, consisting of 47 pages, received updating the September 4, 2018 plans reviewed by the ARB on September 20, 2018, except as modified to incorporate the conditions of approval in Section 7. A copy of these plans is on file in the Department of Planning and Community Development. SECTION 6. Conditions of Approval. 6 Impact Mitigation Measures Required for Both Project Components (250 and 350 Sherman) • Air Quality Mitigation 5-1. To reduce potential short-term adverse health risks associated with PM2.5 emissions, including emissions of diesel particulate matter (DPM), generated during project construction activities, the City and/or it's designated contractors, contractor's representatives, or other appropriate personnel shall: 1. Implement BAAQMD-recommended "Additional Construction Measures". The City shall implement the following BAAQMD recommended additional construction mitigation measures during construction activities: (1) All exposed surfaces shall be watered at a frequency adequate to maintain minimum soil moisture of 12 percent, to be verified by lab samples or moisture probe, (2) All excavation, grading, and/or demolition activities shall be suspended when average winds speeds exceed 20 miles per hour, (3) Temporary wind breaks (e.g., fences) shall be installed on the windward (generally the north / northwest) of actively disturbed areas of construction. The wind breaks should have at maximum 50 percent air porosity, (4) Vegetative ground cover (e.g., fast germinating native grass seed) shall be planted in disturbed areas as soon as possible and watered appropriately until vegetation is established, (5) Simultaneous occurrence of excavation, grading, and ground -disturbing construction activities in the same area at any one time shall be limited and/or phased to reduce the amount of disturbed surfaces at any one time, (6) All trucks and equipment, including their tires, shall be washed off prior to leaving the site, (7) Site access to a distance of 100 feet from the paved road, or as much as feasible, shall be treated with a compacted layer of wood chips, mulch, gravel, or other cover as feasible to reduce track -out, (8) Minimize the idling time for diesel powered construction equipment to two minutes provided such idling restrictions are consistent with manufacturer's equipment specifications. 2. Apply construction equipment restrictions. The City shall apply the following construction equipment restrictions to the proposed project: (1) Electric -powered and liquefied or compressed natural gas equipment shall be employed instead of diesel powered equipment to the maximum extent feasible. (2) All construction equipment with a rated power -output of 25 horsepower or greater shall meet U.S. EPA and CARB Tier IV Final Emission Standards for particulate matter. This may be achieved via the use of equipment with engines that have been certified to meet Tier IV emission standards, or through the use of equipment that has been retrofitted with a CARB verified diesel emission control strategy (e.g., oxidation catalyst, particulate filter) capable of reducing exhaust PM emissions to levels that meet Tier IV standards. 3. Prepare Construction Risk Reduction Plan. Prior to the start of construction activity, the City and/or its contractor shall prepare a Construction Risk Reduction Plan for the project which: (1) Identifies the final planned construction phasing schedule and anticipated equipment operations. (2) Estimates the proposed project's construction emissions based on the final phasing and equipment plan. Any emission update shall be performed using the latest recommended emissions estimator model recommended by the BAAQMD or other standard, acceptable methodology (e.g., contractor -specific fleet emission factors and estimates of equipment operating hours). (3) Models the potential diesel particulate matter and total PM2.5 concentrations resulting from refined emissions estimates. Any modeling shall be performed using an accepted screening or refined dispersion model recommended for use by the BAAQMD. The modeling shall focus on discrete, residential receptors located at and near the proposed project site. (4) Estimates potential adverse health effects associated with exposure to DPM. Risk estimates shall follow the latest recommendations of the BAAQMD. The goal of the risk estimation shall be to identify the receptor(s) or areas of receptors where carcinogenic and non -carcinogenic risk thresholds may be exceeded. If risks are exceeded, the plan shall identify feasible on- and off -site measures to reduce risks to levels below BAAQMD thresholds. On -site measures may include the BAAQMD "Additional Construction Measures" and construction equipment restrictions included in Mitigation Measure 5-1, as well as phasing / activity restrictions. Off -site measures may include coordinating with all impacted receptors to replace and upgrade existing HVAC systems to provide high performance panel filters capable of reducing potential modeled outdoor PM2.5 concentrations / risks to levels that are below BAAQMD thresholds. 4. Implement Off -Site Mitigation. In -lieu of preparing the Construction Risk Reduction Plan identified above, the City may, prior to the start of construction activities, coordinate directly with impacted residential receptors to replace and 7 upgrade existing residential HVAC systems with a high-performance panel filter with a rated minimum efficiency reporting value (MERV) for particles in the range of 0.3 to 1.0 µm of 70% (presumed to be a minimum MERV14), or equivalent system upgrade. This level of control would reduce risks to levels below current BAAQMD thresholds. Based on the results of the modeling conducted for the El R, the City shall coordinate with residential receptors located in the area bound by Park Boulevard to the north, Ash Street to the south Sheridan Avenue to the east, and Sherman Avenue to the west. • Nesting Birds Mitigation 6-1. To avoid impacts to nesting birds and violation of State and federal laws pertaining to birds, all construction -related activities (including but not limited to mobilization and staging, clearing, grubbing, vegetation removal, fence installation, demolition, and grading) should occur outside the avian nesting season (that is, prior to February 1 or after August 31). If construction and construction noise occurs within the avian nesting season (from February 1 to August 31), all suitable habitats located within the project's area of disturbance, including staging and storage areas plus a 150 -foot buffer around these areas, shall be thoroughly surveyed, as feasible, for the presence of active nests by a qualified biologist no more than five days before commencement of any site disturbance activities and equipment mobilization. If project activities are delayed by more than five days, an additional nesting bird survey shall be performed. Active nesting is present if a bird is sitting in a nest, a nest has eggs or chicks in it, or adults are observed carrying food to the nest. The results of the surveys shall be documented. If it is determined that birds are actively nesting within the survey area, the additional procedures below shall apply. Conversely, if the survey area is found to be absent of nesting birds, the additional procedures shall not be required. Additional Procedures. If pre -construction nesting bird surveys result in the location of active nests, no site disturbance and mobilization of heavy equipment (including but not limited to equipment staging, fence installation, clearing, grubbing, vegetation removal, fence installation, demolition, and grading) shall take place within 150 feet of nests, or as determined by a qualified biologist, until the chicks have fledged. Monitoring shall be required to insure compliance with the MBTA and relevant California Fish and Game Code requirements. Monitoring dates and findings shall be documented. • Removal of Trees Mitigation 6-2. Prior to removal of the protected trees and street trees, the applicant shall obtain a tree removal permit issued by the City of Palo Alto Urban Forestry Division for the removal of any and all protected, designated, or street trees (referred to collectively as "Regulated Trees"). In all cases, replacement trees would be required as a condition of the tree removal permit, and the project applicant must demonstrate to the satisfaction of the City that there is no alternative that could preserve the tree(s) on -site. The project applicant must provide an evaluation and summary for any Regulated Tree (the collective term for any protected, designated, or street tree) proposed to be removed. The applicant shall be required, in accordance with the Tree Protection and Management Regulations (PAMC 8.10) and Tree Technical Manual (PAMC 8.10.130), to replace the tree canopy for the six (6) protected trees, in accordance with the tree canopy formula identified in the Tree Technical Manual (TTM, 3.20). If the tree canopy cannot be replaced on -site, the canopy shall be replaced off -site as close to the project site as feasible. If trees are being replaced off -site, the applicant must submit a Tree Planting Plan to the Urban Forestry Division and obtain the Urban Forestry Division's approval of the plan prior to issuance of a building permit. The Tree Planting Plan must include: (a) The canopy calculation for trees removed and the number of trees planned to replace them, consistent with the formula identified in the Tree Technical Manual. (b) The specific location where the new trees would be planted with specific baseline information about that proposed site (e.g., surrounding vegetation or development). (c) The species of trees to be planted. (d) Specific planting details (e.g., size of sapling, size of containers, irrigation plan). 8 (e) Success criteria, (f) Monitoring and maintenance schedule (g) Replacement tree planting will be monitored by a qualified arborist. To verify the success of replacement trees, monitoring shall occur for two years after initial planting. After the two year period, the arborist will determine if the trees are capable of surviving without further maintenance. • Archeo-Paleo Mitigation 7-1. In the event of the unanticipated discovery of subsurface archaeological or paleontological resources during earth -moving operations, the following measures are recommended to reduce potentially significant impacts on these resources to a less -than- significant level: 1. Conduct Archaeological/Paleontological Sensitivity Training for Construction Personnel. The City shall retain a qualified professional archaeologist who meets U.S. Secretary of the Interior's Professional Qualifications and Standards, and a professionally qualified paleontologist, to conduct an Archaeological/Paleontological Sensitivity Training for construction personnel prior to commencement of excavation activities. The training session will include a written handout and will focus on how to identify archaeological and paleontological resources that may be encountered during earth -moving activities, including the procedures to be followed in such an event, the duties of archaeological and paleontological monitors, and the general steps a qualified professional archaeologist or paleontologist would follow in conducting a salvage investigation if one is necessary. 2. Cease Ground -Disturbing Activities and Implement Treatment Plan if Archaeological Resources Are Encountered. In the event that archaeological resources are unearthed during ground -disturbing activities, the ground -disturbing activities shall be halted or diverted away from the vicinity of the find so that the find can be evaluated. A buffer area of at least 50 feet shall be established around the find, where construction activities will not be allowed to continue until a qualified archaeologist has examined the newly discovered artifact(s) and has evaluated the area of the find. Work shall be allowed to continue outside the buffer area. All archaeological resources unearthed by project construction activities shall be evaluated by a qualified professional archaeologist, who meets the U.S. Secretary of the Interior's Professional Qualifications and Standards. Should the newly discovered artifacts be determined to be prehistoric, Native American Tribes/Individuals shall be contacted and consulted, and Native American construction monitoring should be initiated. The City shall coordinate with the archaeologist to develop an appropriate treatment plan for the resources. The plan may include implementation of archaeological data recovery excavations to address treatment of the resources, along with subsequent laboratory processing and analysis. 3. Conduct Periodic Archaeological Resources Spot Checks During Grading and Earth -Moving Activities in All Sediments. The City shall retain a qualified professional archaeologist who meets the U.S. Secretary of the Interior's Professional Qualifications and Standards, to conduct periodic Archaeological Spot Checks beginning at depths below two (2) feet to determine if construction excavations have exposed, or have a high probability of exposing, archaeological resources. After the initial Archaeological Spot Check, further periodic checks shall be conducted at the discretion of the qualified archaeologist. If the qualified archaeologist determines that construction excavations have exposed, or have a high probability of exposing, archaeological artifacts, construction monitoring for archaeological resources will be required. The City shall retain a qualified archaeological monitor, who meets the qualifications set forth by the U.S. Secretary of the Interior's Professional Qualifications and Standards, who will work under the guidance and direction of a professional archaeologist. The archaeological monitor shall be present during all construction excavations (e.g., grading, trenching, or clearing/grubbing) into non -fill sediments. Multiple earth -moving construction activities may require multiple archaeological monitors. The frequency of monitoring shall be based on the rate of excavation and grading activities, proximity to known archaeological resources, the materials being excavated (native versus artificial fill soils), the depth of excavation, and if found, the abundance and type of archaeological resources encountered. Full- time monitoring can be reduced to part-time inspections if determined adequate by the project archaeologist. If subsurface paleontological resources are encountered, excavation shall halt in the vicinity of the resources and a qualified paleontologist shall evaluate the resource and its stratigraphic context. The monitor shall be empowered to temporarily halt or redirect construction activities to ensure avoidance of adverse impacts to paleontological resources. During monitoring, if potentially significant paleontological resources are found, "standard" samples shall be collected 9 and processed by the qualified paleontologist to recover micro vertebrate fossils. If significant fossils are found and collected, they shall be prepared to a reasonable point of identification. Excess sediment or matrix shall be removed from the specimens to reduce the bulk and cost of storage. Itemized catalogs of material collected and identified shall be provided to a museum repository with the specimens. Significant fossils collected during this work, along with the itemized inventory of these specimens, shall be deposited in a museum repository for permanent curation and storage. A report documenting the results of the monitoring and salvage activities, and the significance of the fossils, if any, shall be prepared. The report and inventory, when submitted to the lead agency, shall signify the completion of the program to mitigate impacts on paleontological resources. • Tribal Mitigation 7-2. In the event that cultural resources of Native American origin are identified during construction, all earth -disturbing work within the vicinity of the find must be temporarily suspended or redirected until an archaeologist has evaluated the nature and significance of the find and an appropriate Native American representative, based on the nature of the find, is consulted. If the City determines that the resource is a tribal cultural resource and thus significant under CEQA, a mitigation plan shall be prepared and implemented in accordance with State guidelines and in consultation with Native American groups. The plan would include avoidance of the resource or, if avoidance of the resource is infeasible, the plan would outline the appropriate treatment of the resource in coordination with the archaeologist and the appropriate Native American tribal representative. • Geotech Mitigation 8-1. As recommended by the project's preliminary geotechnical investigation, prior to City issuance of grading permits for individual project construction components, the City shall be required to retain a registered engineering geologist or geotechnical engineer to prepare detailed, construction -level geotechnical investigations to guide the construction of all project grading and excavation activities. The detailed, construction -level geotechnical investigations shall be performed for each of the structures proposed for the development site. Subsurface conditions shall be explored and laboratory tests conducted on selected soil samples to establish parameters for the design of excavations, foundations, shoring, and waterproofing. Recommendations from the investigations shall be incorporated into all plans for project grading, excavation, soil support (both temporary and long-term), and utility construction, to the satisfaction of the City Engineer. The detailed, construction -level investigations, relevant recommendations, and all associated project grading, excavation and foundation plans, shall be subject to review and approval by an independent engineering geologist or geotechnical engineer retained by the City Engineer. In addition, the project civil engineer shall certify to the City Engineer (e.g., through plan submittal for City review) that all relevant provisions of the investigations have been incorporated into the grading, excavation and construction plans, and all earthwork and site preparation shall be performed under the direct supervision of a registered engineering geologist or geotechnical engineer. • Contamination Mitigation 10-1. Recommendations included in the Phase II ESA (Stantec, June 8, 2017) shall be implemented, based on construction level project plans when more specific and precise design and construction activities are formulated. The Phase II ESA recommends additional assessment of local and regional groundwater conditions in advance of dewatering activities, combined with, as necessary, evaluation of pertinent and cost effective water management strategies, including preparation of Site Management Plans. Likewise, the project must comply with the City's standard dewatering requirements. This assessment and mitigation process shall be subject to review and approval by the City Engineer. 10 • Noise Mitigation 13-1. To reduce potential noise levels associated construction of the proposed project, the City and/or it's designated contractors, contractor's representatives, or other appropriate personnel shall: Restrict work hours/equipment noise. All work shall be subject to the construction noise and time limits contained in City Municipal Code Chapter 9.10. Construction activities (including deliveries) shall only occur during the following time periods: — 8 AM to 6 PM Monday through Friday; and — 9 AM to 6 PM on Saturday. Construction activities shall be prohibited on Sundays and holidays. The City and/or its contractor shall post a sign at all entrances to the construction site informing contractors, subcontractors, construction workers, etc. of these requirements in accordance with Section 9.10.060(c). The sign shall also provide a name (or title) and phone number for an appropriate on -site and City representative to contact to submit a noise complaint. Construction equipment care, siting, and design measures. The following construction equipment care, siting, and design measures shall apply during construction activities: — Heavy equipment engines shall be covered and exhaust pipes shall include a muffler in good working condition. Pneumatic tools shall include a noise suppression device on the compressed air exhaust. — All stationary noise -generating equipment such as pumps, compressors, and welding machines shall be shielded and located as far from sensitive receptor locations as practical. At a minimum, such shielding shall consist of a three -sided sound enclosure (with a full or partial roof) that provides for proper ventilation, equipment operation, and effective noise control. The enclosure should be designed to achieve a 10 to 15 dB reduction in stationary equipment noise levels. The design of the enclosure shall be reviewed by a qualified acoustical consultant prior to installation to ensure the enclosure will achieve a minimum 10 dB reduction in stationary equipment noise levels. — The City shall connect to existing electrical service at the site to avoid the use of stationary, diesel- or other alternatively -fueled power generators. — No radios or other amplified sound devices shall be audible beyond the property line of the construction site. Construction traffic. Construction truck traffic, including soil hauling, equipment deliveries, potential concrete deliveries, and other vendor deliveries shall follow designated delivery routes prepared for the project, which are anticipated to include travel on Oregon Expressway and Birch Road. Construct/Install Temporary Noise Barrier: The City shall install and maintain throughout the duration of all site preparation, excavation, foundation construction, and building construction activities, one or more physical noise barriers capable of achieving a minimum reduction in predicted construction noise levels of 15.5 dB. Potential barrier options would include: — A concrete, wood, or other barrier installed at -grade (or mounted to structures located at - grade, such as KRail) along the project property line. Such a wall/barrier shall consist of material that have a minimum rated transmission loss value of 25.5 dB (or equivalent rating), and shall contain no gaps in the structure through which noise may pass. — Commercially available acoustic panels or other products such as acoustic barrier blankets installed along the project property line, building envelope or, if feasible and necessary, at or near sensitive residential receptor areas. — Any combination of noise barriers and commercial products capable of achieving a 15.5 dB reduction in construction noise levels at sensitive receptor locations. — Prior to the start of the project, the City may prepare an acoustical analysis that reflects the final site plan, construction activities, equipment use and duration, and refines potential construction noise reductions required for the project. The final type, placement, and design of the project's temporary noise barrier(s) shall be reviewed by a qualified acoustical consultant prior to installation to ensure proper function and a minimum attenuation of 15.5 dBs in construction noise levels. Prepare Project Construction Noise Control Plan. Prior to the start of construction activity, the City or its contractor shall prepare a Construction Noise Complaint Plan for the project which: — Identifies the name and/or title and contact information (including phone number and email) of the Contractor and City -representatives responsible for addressing construction -noise related issues. Contains a detailed construction schedule and predicted noise levels associated with construction activities. — Includes procedures describing how the construction contractor will receive, respond, and resolve to construction noise complaints. At a minimum, upon receipt of a noise complaint, the Contractor and/or City representative described in the first sub -bullet above shall identify the noise source generating the complaint, determine the cause of the complaint, and take steps to resolve the complaint. 11 Prepare Construction Noise Monitoring Plan. Prior to the start of construction, the City or its contractor shall prepare a Construction Noise Monitoring Plan which identifies: — Construction activities, hours of operation, and predicted construction noise levels; and — Construction noise monitoring locations, duration, and frequency. The intent of the Construction Noise Monitoring Plan is to document updated ambient noise levels, monitor construction noise levels, and verify compliance with the noise reduction requirements in mitigation measure 13-1. If monitoring indicates temporary noise barriers are not achieving a minimum 15.5 dB reduction in construction noise levels or otherwise indicates construction noise is resulting a 10 dB increase in noise levels above ambient conditions, the City shall increase the height, size (length or width), density, and/or amount of noise barriers installed such that attenuation requirements are achieved. The Construction Noise Monitoring Plan may be combined with and/or incorporated into the Construction Noise Complaint Plan described above. • Vibrations Mitigation 13-2. To reduce potential groundborne vibration levels associated with construction of the proposed project, the City and/or it's designated contractors, contractor's representatives, or other appropriate personnel shall: Prohibit Vibratory Equipment. The City shall prohibit the use of large vibratory rollers (small plate compactors are acceptable) and vibratory pile driving equipment during construction. Any deep foundation piers or caissons shall be auger drilled. Provide Notice to Adjacent Property Owners/Occupants. Five (5) days advanced written notice shall be provided to adjacent property owners and building occupants before commencing all drilling and significant earthmoving activities within 65 feet of adjacent buildings. The notice shall provide the name (or title) and contact information (including phone number and email) of the Contractor and City representatives responsible for addressing construction vibration - related concerns. Prepare Vibration Mitigation Plan. Prior to the start of construction activity, the City or its contractor shall prepare a Construction Vibration Response Plan for the project which: — Identifies the name and/or title and contact information (including phone number and email) of the Contractor and City -representatives responsible for addressing construction vibration -related issues. — Contains a detailed schedule of drilling and substantial earth moving activities expected to occur within 65 feet of adjacent buildings. — Includes procedures describing how the construction contractor will receive, respond, and resolve to construction vibration complaints. At a minimum, upon receipt of a vibration complaint, the Contractor and/or City representative described in the first sub -bullet above shall identify the vibration source generating the complaint, determine the cause of the complaint, and take steps to resolve the complaint by reducing groundborne vibration levels to less than 75 VdB and 0.04 in/sec PPV. Such measures may include the use of nonimpact drivers, use of rubber -tired equipment instead of track equipment, or other measures that limit annoyance from groundborne vibration levels. Operational Noise Mitigation 13-3. To reduce potential stationary source noise levels associated with the operation of the proposed project, the City and/or its designated contractors, contractor's representatives, or other appropriate personnel shall: Site equipment away from residential areas. Garage ventilation fans and public safety building generators, fire pumps, and heating and air conditioning equipment shall be located outside of setbacks and screened from view from residential areas. Enclose and/or Shield Stationary Noise Generating Equipment. The City shall enclose, shield, baffle, or otherwise attenuate noise generated from garage ventilation fans and public safety building generators, fire pumps, and heating and air conditioning equipment. The attenuation achieved through such enclosure, shielding, and/or baffling shall be sufficient to comply with Section 9.10.050(a) of the Municipal Code, which is estimated to be 78.2 dBA. Prepare Acoustical Study. In accordance with Chapters 9.10 and 18.23 of the Municipal Code, the City shall have an acoustical analysis prepared by a licensed acoustical engineer that demonstrates: — The proposed parking garage's generator would comply with the requirements of the City's Noise Ordinance (Section 9.10.050, as excepted). — The proposed parking garages ventilation fans would not result in a calculated Ldn of 63.0 at sensitive residential receptor locations. — The proposed public safety building fire pump, back-up generator, and heating and air conditioning equipment would comply with the requirements of the City's Noise Ordinance (Section 9.10.050, as excepted) and would not result in a calculated increase of more than 3.0 dB Ldn at sensitive receptor locations. The acoustical analysis 12 shall be based on the final project design, reflect the actual equipment type and location at the project site, and the actual noise enclosure, shielding, or other attenuation measures included in the final project design. If the acoustical study demonstrates the noise levels from these sources would be at or within 5 dB less than the Noise Ordinance limits, the City shall demonstrate through monitoring that the equipment complies with the anticipated noise levels. SECTION 7: Approval Conditions for Public Safety Building Planning Conditions: 1. The project shall be in substantial conformance with the approved plans and related documents received September 5, 2018, except as modified to incorporate these conditions of approval. 2. The Conditions of Approval document shall be printed on all plans submitted for building permits related to this project. 3. All future signage for this site shall be submitted for Architectural Review. 4. The project approval shall be valid for a period of one year from the original date of approval. In the event a building permit(s), if applicable, is not secured for the project within the time limit specified above, the AR approval shall expire and be of no further force or effect. Application for extension of this entitlement may be made prior to the one year expiration. 5. The following items shall return to a subcommittee of the ARB for further consideration/exploration: a. the lighting detail fixture E-1, b. the communications tower antenna attachments design, and d. the design of the community/multi-purpose room to make it flexible for use by the Police Department and as a City -managed civic meeting room (including the door to the plaza, additional windows, and signage). Transportation Conditions A. The following comments are required to be addressed prior to Planning entitlement approval: 1. Planset Scale: The scale of the architectural sheets within the PDF copy of the latest planset does not match the scale bar shown on the sheets. Please correct. 2. BICYCLE PARKING: On revised plans, please identify the quantity, location, and design of proposed long and short term bicycle parking facilities. Short-term bicycle parking consists of bicycle racks and several options are available to provide secure, long-term bicycle parking including lockers and secure parking rooms. Detailed design standards may be found in Palo Alto Municipal Code (PAMC) Chapter 18.54.060. The following minimum bicycle parking supply standards apply for this project, but additional spaces may be desired to achieve trip reduction targets required as part of the Transportation Demand Management (TDM) program, encourage healthy commute alternatives, and serve the public. Public Safety Building Bicycle Parking Requirement Spaces Class: Long Term (LT); Short Term (ST) 1 per 2,500 sf gross floor area 60% LT 40% ST 3. OFF SITE IMPROVEMENTS: Revise civil and architectural site plans to address the following: a. Show the shortening/modification of the Birch Avenue median on Civil plans to the extent necessary to remove vertical barriers within the marked crosswalk. b. Increase the curb corner radius of the Birch Street/Sheridan Avenue to at least 15 -feet. Retain the directional curb ramps, if possible. The geometry should allow for an SU-30 design vehicle 13 turning from WB Sherman Avenue to NB Birch at "crawl" speed. The vehicle may partially straddle the centerline of Sherman to complete the turn. c. Design the reverse curves for the bulb outs per the attached drawing. d. The Civil site plan appears to have some drafting errors where proposed curblines do not overlap with existing curb locations, implying a change in roadway geometry. This is particularly of concern on the Park Boulevard frontage, where the new curb appears to be offset 3-4 feet from the existing curb. Please correct errors. The curb location on Park Boulevard should not be changed from existing conditions. e. Consider removing the bulb -out within Jacaranda Lane which channelizes EB traffic into the garage and substitute with a device that achieves the intended traffic control but permits greater flexibility for potential future circulation changes. f. At the one-way outbound service yard driveway to Sherman Avenue, adjust the curb line to maximize the width of level sidewalk area outside the sloped driveway apron. Example: 4. PARKING FACILITY DESIGN: Please revise the project plans to address the following parking facility design standards. Please refer to chapter 18.54 of the Palo Alto Municipal Code (PAMC) for a complete list of parking design requirements. a. Show typical parking lot aisle, driveway, and stall widths. Verify plans are drawn to the scale indicated on the sheet. b. Driveway Widths: Verify the proposed parking garage ramps meet minimum horizontal width requirements shown in PAMC 18.54. Exclusive of parking lot aisles adjacent to parking stalls, two- way garage ramps shall be at least 18 -feet wide; two-way driveways 20 -feet; and one-way driveways 12 -feet. It appears the Sherman Avenue garage ramp may be less than 18 -feet at the garage entry portal/door frame. c. Garage ramp grades and vertical clearances: Demonstrate the proposed garage ramps meet design standards for slopes and transition areas shown in PAMC 18.54.070 Figure 5. Label: grade break locations, and ramp slopes. d. Clear sight triangles. A 4 -foot by 6 -foot clear sight triangle is required at all site driveway exits to public streets per PAMC 18.54.070 Figure 6. The area of the triangle shall not contain any vertical obstruction greater than three feet, nor landscaping greater than two feet, above driveway grade. The driveways approaching Sherman Avenue do not appear to meet this requirement. B. The following comments are required to be addressed prior to any future related permit application such as a Building Permit, Excavation and Grading Permit, Certificate of Compliance, Street Work Permit, Encroachment Permit, etc. These comments are provided as a courtesy and are not required to be addressed prior to the Planning entitlement approval: 1. TRANSPORTATION DEMAND MANAGEMENT: The applicant shall prepare a Transportation Demand Management (TDM) plan for review and approval by the Director of Planning and Community Environment prior to the issuance of building permits. The TDM plan shall include measures and strategies to achieve evening peak hour a trip reduction of target of 35%. The TDM plan shall include a monitoring plan to assess compliance with 14 the required target. Where the monitoring reports indicate that performance targets are not met, the director may require program modifications and may impose administrative penalties if identified deficiencies are not addressed within six months. Building Conditions The following comments are required to be addressed prior to any future related permit application such as a Building Permit, Excavation and Grading Permit, Certificate of Compliance, Street Work Permit, Encroachment Permit, etc.: • site -specific soils report will be required to be submitted for the building construction permit. • For new Non -Residential construction of any size, CALGreen Mandatory + Tier 2 requirements are required per PAMC16.14.430, Section A5.106.5.3.3. The following standards apply: o For the employee parking on Basement Level 2, the property owner shall provide Conduit Only, EVSE-Ready Outlet, or EVSE Installed for at least 25% of parking spaces, among which at least 5% and no fewer than one, shall be EVSE Installed. Please indicate on the plans the location of the EVSE-Ready and EVSE Installed spaces. o Accessible spaces. Projects shall comply with the 2016 California Building Code requirements for accessible electric vehicle parking. Show the location of the required EVSE accessible spaces. (CBC 11B-228.3, 11B-812) o Minimum total circuit capacity. The property owner shall ensure sufficient circuit capacity, as determined by the Chief Building Official, to support a Level 2 EVSE in every location where Circuit Only, EVSE-Ready Outlet or EVSE Installed is required. o Location. The EVSE, receptacles, and/or raceway required by this section shall be placed in locations allowing convenient installation of and access to EVSE. Location of EVSE or receptacles shall be consistent with all City guidelines, rules, and regulations. • For new Non -Residential construction of any size, CALGreen Mandatory + Tier 2 requirements are required per PAMC 16.14.080. The Green Building Checklist "GB -1 Non -Residential Mandatory Plus Tier 2" sheet is required for the building permit. The GB -1 Mandatory + Tier 2 sheet can be downloaded from the City's website address: http://www.cityofpaloalto.org/gov/depts/ds/green building/compliance.asp Public Works Engineering Approval Conditions The following comments are required to be addressed prior to any future related permit application such as a Building Permit, Excavation and Grading Permit, Certificate of Compliance, Street Work Permit, Encroachment Permit, etc. 1. STORM WATER TREATMENT: This project shall comply with the storm water regulations contained in provision C.3 of the NPDES municipal storm water discharge permit issued by the San Francisco Bay Regional Water Quality Control Board (and incorporated into Palo Alto Municipal Code Chapter 16.11). These regulations apply to land development projects that create or replace 10,000 square feet or more of impervious surface, and restaurants, retail gasoline outlets, auto service facilities, and uncovered parking lots that create and/or replace 5,000 square feet or more of impervious surface. In order to address the potential permanent impacts of the project on storm water quality, the applicant shall incorporate into the project a set of permanent site design measures, source controls, and treatment controls that serve to protect storm water quality, subject to the approval of the Public Works Department. The applicant shall identify, size, design and incorporate permanent storm water pollution prevention measures (preferably landscape -based treatment controls such as bioswales, filter strips, and permeable pavement rather than mechanical devices that require long-term maintenance) to treat the runoff from a "water quality storm" specified in PAMC Chapter 16.11 prior to discharge to the municipal storm drain system. Effective February 10, 2011, regulated projects, must contract with a qualified third -party reviewer during the Building permit review process to certify that the proposed 15 permanent storm water pollution prevention measures comply with the requirements of Palo Alto Municipal Code Chapter 16.11. The certification form, 2 copies of approved storm water treatment plan, and a description of Maintenance Task and Schedule must be received by the City from the third -party reviewer prior to grading or building permit issuance by the Public Works department and MUST be submitted before 06/30/2019. 2. Within 45 days of the installation of the required storm water treatment measures and prior to the issuance of an occupancy permit for the building, third -party reviewer shall also submit to the City a certification for approval that the project's permanent measures were constructed and installed in accordance to the approved permit drawings. 3. BASEMENT SHORING: Shoring for the basement excavation, including tiebacks, must not extend onto adjacent private property or into the City right-of-way without having first obtained written permission from the private property owners and/or an encroachment permit from Public Works. 4. BASEMENT DRAINAGE: Due to high groundwater throughout much of the City and Public Works prohibiting the pumping and discharging of groundwater, perforated pipe drainage systems at the exterior of the basement walls or under the slab are not allowed for this site. A drainage system is, however, required for all exterior basement -level spaces, such as light -wells, patios or stairwells. This system consists of a sump, a sump pump, a backflow preventer, and a closed pipe from the pump to a dissipation device onsite at least 10 feet from the property line, such as a bubbler box in a landscaped area, so that water can percolate into the soil and/or sheet flow across the site. The device must not allow stagnant water that could become mosquito habitat. Additionally, the plans must show that exterior basement -level spaces are at least 7-3/4" below any adjacent windowsills or doorsills to minimize the potential for flooding the basement. Public Works recommends a waterproofing consultant be retained to design and inspect the vapor barrier and waterproofing systems for the basement. 5. DEWATERING: Proposed basement/underground garage excavation may require dewatering during construction. Public Works only allows groundwater drawdown well dewatering. Open pit groundwater dewatering is disallowed. Dewatering is only allowed from April 1 through October 31 due to inadequate capacity in our storm drain system. The geotechnical report for this site must list the highest anticipated groundwater level; if the proposed project will encounter groundwater, the applicant must provide all required dewatering submittals for Public Works review and approval prior to grading permit issuance. Public Works has dewatering submittal requirements and guidelines available at the Development Center and on our website: http://www.cityofpaloalto.org/gov/depts/pwd/forms and permits.asp 6. SWPPP: The proposed development will disturb more than one acre of land. Accordingly, the applicant will be required to comply with the State of California's General Permit for Storm Water Discharges Associated with Construction Activity. This entails filing a Notice of Intent to Comply (NO1), paying a filing fee, and preparing and implementing a site specific storm water pollution prevention plan (SWPPP) that addresses both construction -stage and post -construction BMP's for storm water quality protection. The applicant is required to submit two copies of the NOI and the draft SWPPP to the Public Works Department for review and approval prior to issuance of the building permit. Also, include the City's standard "Pollution Prevention - It's Part of the Plan" sheet in the building permit plan set. Copies are available from Public Works at the Development Center. 16 7. IMPERVIOUS SURFACE AREA: The project will be creating or replacing 500 square feet or more of impervious surface. Accordingly, the applicant shall provide calculations of the existing and proposed impervious surface areas with the building permit application. The Impervious Area Worksheet for Land Developments form and instructions are available at the Development Center or on our website. 8. PAVEMENT: Sherman, Birch, and Park were recently resurfaced -- these streets are under a moratorium. Any cutting into the pavement will trigger additional pavement requirements. Add the following note to the Site Plan: "Applicant and contractor will be responsible for resurfacing portions of Sherman, Birch and/or Park based the roadway surface condition after project completion and limits of trench work. At a minimum pavement resurfacing of the full width of the street along the project frontage may be required." Plot and label the area to be resurfaced as hatched on the site plan. 9. Based on the City's GIS there may be plume monitoring wells within the project site. Typically these wells are maintained by Santa Clara Valley Water District (SCVWD). The proposed work shall not destroy any of the monitoring well or affect the function and use of these. Contact SCVWD to verify the well location. Plot and label them on the plans and provide notes to protect wells as required by the district. 10. STORMWATER MAINTENANCE AGREEMENT: The applicant shall designate a party to maintain the control measures for the life of the improvements and must enter into a maintenance agreement with the City to guarantee the ongoing maintenance of the permanent C.3 storm water discharge compliance measures. The maintenance agreement shall be executed prior to grading and building permit issuance. The City will inspect the treatment measures yearly. Utilities Water Gas Wastewater Conditions The following comments are required to be addressed prior to any future related permit application such as a Building Permit, Excavation and Grading Permit, Certificate of Compliance, Street Work Permit, Encroachment Permit, etc.: 1. The plans are to be updated per the WGW review comments issued 10/18/2017. 2. The applicant shall submit a completed water -gas -wastewater service connection application - loadsheet per unit for each unit on the property for City of Palo Alto Utilities. The applicant must provide all the information requested for utility service demands (water in fixture units/g.p.m., gas in b.t.u.p.h, and sewer in fixture units/g.p.d.). The applicant shall provide the new total loads 3. The applicant shall submit improvement plans for utility construction. The plans must show the size and location of all underground utilities within the development and the public right of way. 4. The applicant shall submit improvement plans for utility construction. The plans must show the size and location of all underground utilities within the development and the public right of way including meters, backflow preventers, fire service requirements, sewer mains, sewer cleanouts, sewer lift stations and any other required utilities. Plans for new wastewater lateral need to include new wastewater pipe profiles showing existing potentially conflicting utilities especially storm drain pipes electric and communication duct banks. Existing duct banks need to be daylighted by potholing to the bottom of the ductbank to verify cross section prior to plan approval and starting lateral installation. Plans for new storm drain mains and laterals need to include profiles showing existing potential conflicts with sewer, water and gas. 5. The applicant shall be responsible for upgrading the existing utility mains and/or services as necessary to handle anticipated peak loads. This responsibility includes all costs associated with the design and construction for the installation/upgrade of the utility mains and/or services. 17 6. The gas service, meters, and meter location must meet WGW standards and requirements 7. An approved reduced pressure principle assembly (RPPA backflow preventer device) is required for all existing and new water connections from Palo Alto Utilities to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. The RPPA shall be installed on the owner's property and directly behind the water meter within 5 feet of the property line. RPPA's for domestic service shall be lead free. Show the location of the RPPA on the plans. 8. An approved reduced pressure detector assembly is required for the new water connection for the fire system to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. Reduced pressure detector assemblies shall be installed on the owner's property adjacent to the property line, within 5' of the property line. Show the location of the reduced pressure detector assembly on the plans. 9. The applicant shall pay the capacity fees and connection fees associated with new utility service/s or added demand on existing services. The approved relocation of services, meters, hydrants, or other facilities will be performed at the cost of the person/entity requesting the relocation. 10. Each unit or place of business shall have its own water and gas meter shown on the plans. Each parcel shall have its own water service, gas service and sewer lateral connection shown on the plans. 11. All existing water and wastewater services that will not be reused shall be abandoned at the main per WGW utilities procedures. 12. Utility vaults, transformers, utility cabinets, concrete bases, or other structures cannot be placed over existing water, gas or wastewater mains/services. Maintain 1' horizontal clear separation from the vault/cabinet/concrete base to existing utilities as found in the field. If there is a conflict with existing utilities, Cabinets/vaults/bases shall be relocated from the plan location as needed to meet field conditions. 13. Trees may not be planted within 10 feet of existing water, gas or wastewater mains/services or meters; lesser distances require a permanent impermeable root -barrier a minimum of 3ft horizontal from water, gas and wastewater services/mains/meters . 14. All utility installations shall be in accordance with the City of Palo Alto current utility standards for water, gas & wastewater. Utilities Electrical Conditions 1. Main electric panel shall be at grade and outdoor. The proposed design shall have the location of the main electric panel. 2. The proposed building is two stories deep which might require long tie -back to reinforce the shoring walls. Applicant shall work with Electric Utility prior to driving these tie -backs onto Jacaranda and part of Sherman and Birch to avoid hitting the high voltage electric conduits. Applicant shall pot hole where close to these conduits and electric equipment. 4. No tree drip -line near electric equipment (including conduits). 18 6. The point of electric power connection to feed the new building at 350 Sherman is one of the following: MH 1610 (manhole 1610), Vault 1609, LB3470 or SW 3469 8. The point of connection for fiber is a communication box near transformer 5264. Public Works Water Quality (Storm water Management) Conditions 1. Submit and follow the "Pollution Prevention — It's Part of the Plan" construction BMP sheet during life of project with the building permit set. 2. Use rain capture device at the demonstration garden and include description in interpretative signage. 3. Highly consider using rain chains or similar along vines and other walls/building corners. 4. Storm drain/drop inlets • Inlets should be labeled with a 'Flows to Adobe Creek' message. 5. Stormwater treatment measures • Consider using low -maintenance permeable pavers in the plaza to be part of the demonstration area. Appropriate specs must be followed. • Installation vendor specs should be followed, though vendor specs should be reviewed by Parks Maintenance Staff before installation. Add this bullet as a note to the building plans. • Clear, detailed maintenance agreement must be drafted and agreed upon by all City staff in pertinent Departments (Public Works, Parks) before occupancy approval. Contact Pam Boyle Rodriguez, Stormwater Program Manager, at (650) 329-2421 to facilitate this agreement. • Must meet all Bay Regional Municipal Regional Stormwater Permit requirements. • Refer to the Santa Clara Valley Urban Runoff Pollution Prevention Program C.3 Handbook (download here: http://scvurppp-w2k.com/c3_handbook.shtml) for details • Staff from Stormwater Program (Watershed Protection Division) may be present during installation of stormwater treatment measures. Contact Pam Boyle Rodriguez, Stormwater Program Manager, at (650) 329- 2421 before installation. Add this bullet as a note to building plans on Stormwater Treatment (C.3) Plan. • Install an interpretive sign regarding stormwater treatment and pollution prevention. Contact Pam Boyle Rodriguez, Stormwater Program Manager, at (650) 329-2421 regarding this text. 6. Bay -friendly Guidelines (rescapeca.org) • Do not use chemicals fertilizers, pesticides, herbicides or commercial soil amendment. Use Organic Materials Review Institute (OMRI) materials and compost. Refer to the Bay -Friendly Landscape Guidelines: http://www.stopwaste.org/resource/brochures/bay-friendly-landscape-guidelines-sustainable-practices- landscape-professional for guidance. Add this bullet as a note to the building plans. • Avoid compacting soil in areas that will be unpaved. Add this bullet as a note to the building plans. Add this bullet as a note to the building plans. 7. Stormwater quality protection • Trash and recycling containers must be covered to prohibit fly -away trash and having rainwater enter the containers. • Drain downspouts to landscaping (outward from building as needed). • Drain HVAC fluids from roofs and other areas to landscaping. • Establish a street sweeping maintenance plan in open parking lots. Contact Pam Boyle Rodriguez, Stormwater Program Manager, at (650) 329-2421 regarding this plan. The following comments are required to be addressed prior to any future related permit application such as a Building Permit, Excavation and Grading Permit, Certificate of Compliance, Street Work Permit, Encroachment Permit, etc.: 1. PAMC 16.09.170, 16.09.040 Discharge of Groundwater Prior approval shall be obtained from the city engineer or designee to discharge water pumped from construction sites to the storm drain. The city engineer or designee may require gravity settling and filtration upon a determination that either or both would improve the water quality of the discharge. Contaminated ground water or water that exceeds state or federal requirements for discharge to navigable waters may not be discharged to the storm drain. Such water may be discharged to the sewer, provided that the discharge limits contained in Palo Alto Municipal Code 19 (16.09.040(m)) are not exceeded and the approval of the superintendent is obtained prior to discharge. The City shall be compensated for any costs it incurs in authorizing such discharge, at the rate set forth in the Municipal Fee Schedule. 2. PAMC 16.09.055 Unpolluted Water Unpolluted water shall not be discharged through direct or indirect connection to the sanitary sewer system. And PAMC 16.09.175 (b) General prohibitions and practices Exterior (outdoor) drains may be connected to the sanitary sewer system only if the area in which the drain is located is covered or protected from rainwater run-on by berms and/or grading, and appropriate wastewater treatment approved by the Superintendent is provided. For additional information regarding loading docks, see section 16.09.175(k) 3. PAMC 16.09.180(b)(14) Architectural Copper On and after January 1, 2003, copper metal roofing, copper metal gutters, copper metal down spouts, and copper granule containing asphalt shingles shall not be permitted for use on any residential, commercial or industrial building for which a building permit is required. Copper flashing for use under tiles or slates and small copper ornaments are exempt from this prohibition. Replacement roofing, gutters and downspouts on historic structures are exempt, provided that the roofing material used shall be prepatinated at the factory. For the purposes of this exemption, the definition of "historic" shall be limited to structures designated as Category 1 or Category 2 buildings in the current edition of the Palo Alto Historical and Architectural Resources Report and Inventory. 4. PAMC 16.09.175(k) (2) Loading Docks (i) Loading dock drains to the storm drain system may be allowed if equipped with a fail-safe valve or equivalent device that is kept closed during the non -rainy season and during periods of loading dock operation. (ii) Where chemicals, hazardous materials, grease, oil, or waste products are handled or used within the loading dock area, a drain to the storm drain system shall not be allowed. A drain to the sanitary sewer system may be allowed if equipped with a fail-safe valve or equivalent device that is kept closed during the non -rainy season and during periods of loading dock operation. The area in which the drain is located shall be covered or protected from rainwater run-on by berms and/or grading. Appropriate wastewater treatment approved by the Superintendent shall be provided for all rainwater contacting the loading dock site. 5. PAMC 16.09.180(b)(5) Condensate from HVAC Condensate lines shall not be connected or allowed to drain to the storm drain system. 6. PAMC 16.09.180(b)(b) Copper Piping Copper, copper alloys, lead and lead alloys, including brass, shall not be used in sewer lines, connectors, or seals coming in contact with sewage except for domestic waste sink traps and short lengths of associated connecting pipes where alternate materials are not practical. The plans must specify that copper piping will not be used for wastewater plumbing. 7. PAMC 16.09.175(a) Floor Drains Interior (indoor) floor drains to the sanitary sewer system may not be placed in areas where hazardous materials, hazardous wastes, industrial wastes, industrial process water, lubricating fluids, vehicle fluids or vehicle equipment cleaning wastewater are used or stored, unless secondary containment is provided for all such materials and equipment 8. 16.09.180(12) Mercury Switches Mercury switches shall not be installed in sewer or storm drain sumps. SECTION 8. Indemnity. 20 To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the "indemnified parties")from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City its actual attorney's fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice. SECTION 9. Term of Approval. Architectural Review Approval. The approval shall be valid for one year from the original date of approval, pursuant to Palo Alto Municipal Code Section 18.77.090. PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Director of Planning and Community Environment APPROVED AS TO FORM: Senior Asst. City Attorney PLANS AND DRAWINGS REFERENCED: Those plans prepared by RossDrulisCusenbery entitled 'ARB Submittal City of Palo Alto Public Safety Building 250 Sherman Ave' received September 5, 2018. 21 DocuSign Envelope ID: 6767C404-0085-49DC-98CE-BBC7A597E7AD Ordinance No. 5445 Ordinance of the Council of the City of Palo Alto Amending Palo Alto Municipal Code (PAMC) Title 18 (Zoning), Chapter 18.28 (Special Purpose (PF, OS and AC) Districts), Sections 18.28.050, 18.28.060 and 18.28.090 to Revise the Public Facilities (PF) Zone Parking and Development Standards to Allow Council Approval of Exceptions to PF Development Standards, Including Setback Lines Imposed By a Special Setback Map, and Required Parking Location for City Parking Facilities in the Downtown and California Avenue Business District and for Essential Services Buildings, and Make Other Clerical or Technical Corrections The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Section 18.28.050 (Site Development Standards), subsection (a) and Table 2, of Chapter 18.28 (Special Purpose (PF, OS and AC) Districts) of Title 18 (Zoning) is amended to read as follows: 18.28.050 Site Development Standards (a) Development Standards Table 2 Special Purpose District Site Development Standards PF AC Subject to Regulations in Chapter or Section: Minimum Site Specifications Site Area (acres) Site Width (ft) 10 5 250 Site Depth (ft) Minimum Setbacks (ft) Front Setback Setback lines imposed by a special setback map pursuant to Chapter 20.08 of this code shall apply (2) 30 30 Section 18.28.060(e) Section 18.28.060(e) Rear Setback Interior Side Setback (2) (2) 30 30 30 15 Section 18.28.060(e) Section 18.28.060(e), Chapter 20.08 Street Side Setback (2) 30 24 Section 18.28.060(e) Maximum Floor Area Ratio Site Coverage and Impervious Coverage 1:1(3) See Table 3 Section 18.28.050(b)e 18.28.060(e) Maximum Site Coverage 30%(3) 10% Section 18.28.060(e) Page 1 DocuSign Envelope ID: 6767C404-0085-49DC-98CE-BBC7A597E7AD Additional Site Area permitted covered by impervious ground surfaces Maximum Impervious Coverage 10%(1) See Table 3(4) Section 18.28.050(b) 18.28.070(m) Height Restrictions Maximum Height (ft) 50 25 35 Section 18.28.060(e) Maximum Height within 150 feet of a residential district (ft) 35 Section 18.28.060(a) Maximum Number of Stories 2 Daylight Plane for site lines abutting a residential district Initial height (ft) 10 Slope 1:2 Residential Density 1 unit/acre (1) For cemetery uses, all markers of graves shall be flush with grade level, and shall be considered impervious area under this requirement. (2) The minimum front, side, and rear yards in the PF public facilities district shall be front, side, and rear yards required in the most restrictive abutting district; provided, adjoining a street shall be less than 20 feet and that no interior yard shall be less Section 18.28.060(e) for exceptions to these development standards. equal to the respective that no yard than 10 feet. See (3) Provided that, for parking facilities the maximum floor area ratio and site coverage floor area ratio and site coverage established by the most restrictive adjacent district. 18.28.060(e) for exceptions to these development standards. shall be equal to the See Section (4) Including buildings and all impervious ground surfaces, calculated pursuant to the provisions of Section 18.28.070(m). (5) See section Section 18.28.070(r) for specific exceptions to these development standards. SECTION 2. Section 18.28.060 (Additional PF District Design Requirements) of Chapter 18.28 (Special Purpose (PF, OS and AC) Districts) of Title 18 (Zoning) is amended to add a new subsection (e) to read as follows: 18.28.060 Additional PF District Design Requirements The following additional regulations shall apply in the PF district: (e) Development Standards Exceptions The City Council may in its discretion modify the development standards in Table 2 of Section 18.28.050 and setback lines established by a special setback map under Chapter 20.08 of Title 20, to achieve community objectives for the following facilities: Page 2 DocuSign Envelope ID: 6767C404-0085-49DC-98CE-BBC7A597E7AD (1) Parking facilities, including appurtenant structures, within the Downtown and the California Avenue business district, where the parking facility is the principal use and is owned or leased, and operated or used, by the City of Palo Alto. "California Avenue business district" means that area bounded by the following streets in the city of Palo Alto: Grant Avenue to the south, El Camino Real to the west, College Avenue to the north, and Park Boulevard to the east. (ii) Essential Services Buildings as defined in Health and Safety Code section 16007, as amended, including appurtenant or ancillary structures. The exceptions shall be included in the review of the project through the applicable development review process. SECTION 3. Section 18.28.090(a) (Parking and Loading) of Chapter 18.28 (Special Purpose (PF, OS and AC) Districts) of Title 18 (Zoning) is amended to read as follows: 18.28.090 Parking and Loading Off-street parking and loading facilities shall be required for all permitted and conditional uses in accord with Chapter 18.40. All parking and loading facilities on any site, whether required as minimums or optionally provided in addition to minimum requirements, shall comply with the regulations and the design standards established by Chapter 18.42. In addition, parking facilities shall be subject to the following regulations: (a) PF District In the PF district, no required parking space shall be located in the first 10 feet adjoining the street property line of any required yard. The City Council may waive this requirement for eligible parking facilities and Essential Services Buildings through the process provided in Section 18.28.060(e). SECTION 4. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the ordinance would be subsequently declared invalid or unconstitutional. SECTION 5. The environmental impacts of this ordinance have been examined and disclosed pursuant to the provisions of the California Environmental Quality Act of 1970, together with related state implementation guidelines and regulations (collectively, "CEQA"), under that certain Final Environmental Impact Report for the City of Palo Alto Public Safety Building and California Avenue Garage project ("Final EIR") considered and certified by the City Council on June 11, 2018, for which findings were adopted by Council by Resolution No. 9772, all prior to Council approval of this ordinance. Page 3 DocuSign Envelope ID: 6767C404-0085-49DC-98CE-BBC7A597E7AD SECTION 6. This ordinance shall be effective on the thirty-first date after the date of its adoption. INTRODUCED: June 11, 2018 PASSED: June 25, 2018 AYES: DUBOIS, FILSETH, FINE, HOLMAN, KNISS, KOU, TANAKA, WOLBACH NOES: ABSENT: SCHARFF NOT PARTICIPATING: ATTEST: City Clerk APPROVED AS TO FORM: DocuSigned by: aan, a(A, 36C6Q9D557AF4E3... Assistant City Attorney Mayor APPROVED: EDocuSigned by E Swkada ,co.- -a.....es kee..e roncoaa ccn aFQ C City Manager DocuSigned by: 203a-322E1234FG... Director of Planning & Community Environment Page 4 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 Resolution No. 9772 Resolution of the Council of the City of Palo Alto Certifying the Adequacy of the Final Environmental Impact Report for the Public Safety Building and California Avenue Parking Garage Project, Making Certain Findings Concerning Significant Environmental Impacts and Mitigation Measures, and Adopting a Mitigation Monitoring and Reporting Program, All Pursuant to the California Environmental Quality Act RECITALS A. The City of Palo Alto ("City") has proposed a project to relocate its public safety functions from their current Downtown location and construct a new public safety building and public parking garage on adjacent sites at 250 and 350 Sherman Avenue that are currently used as surface parking lots in the California Avenue commercial area in Palo Alto (the "PSB Project" or the "Project"). B. Approval of the PSB Project would constitute a project under the provisions of the California Environmental Quality Act of 1970, together with related state implementation guidelines promulgated thereunder ("CEQA"). C. The City is the Lead Agency pursuant to Public Resources Code section 21067 as it has the principal responsibility to approve and regulate the Project. D. The City, in compliance with CEQA, prepared an Environmental Impact Report (EIR) to provide an assessment of the potential environmental consequences of approving and constructing the PSB Project and approving associated zoning code amendments. E. A Draft Environmental Impact Report ("Draft EIR") was circulated for public review from January 8, 2018 through February 22, 2018, during which time the City held public hearings to receive comments on the Draft EIR. The hearings were held by the City's Architectural Review Board (ARB) on January 18, 2018 and Planning and Transportation Commission (PTC) on January 31, 2018. F. The City considered the comments received during the Draft EIR public review period and prepared a Final Environmental Impact Report ("Final EIR"). The Final Environmental Impact Report is comprised of the Draft EIR, together with the Final Environmental Impact Report published on May 11, 2018 (collectively, all of said documents are referred to herein as the "EIR"). G. The Council is the decision -making body for approval of the proposed Project. H. CEQA requires that in connection with approval of a project for which an environmental impact report has been prepared that identifies one or more significant environmental effects of the project, the decision -making body of a public agency make certain 1 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 findings regarding those effects. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PALO ALTO AS FOLLOWS: SECTION 1. Certification and General Findings The City Council, in the exercise of its independent judgment, makes and adopts the following findings to comply with the requirements of CEQA, including Sections 15091, 15092, and 15093 of the CEQA Guidelines, based upon the entire record of proceedings for the Project. All statements set forth in this Resolution constitute formal findings of the City Council, including the statements set forth in this paragraph and in the recitals above. 1. The City Council was presented with, and has independently reviewed and analyzed the EIR and other information in the record and has considered the information contained therein prior to acting upon and approving the Project, and bases the findings stated below on such review. 2. The EIR provides an adequate basis for considering and acting upon the Project. The City Council has considered all of the evidence and arguments presented during consideration of the Project and the EIR. In determining whether the Project may have a significant impact on the environment, and in adopting the findings set forth herein, the City Council certifies that it has complied with Public Resources Code Sections 21081, 21081.5, and 21082.2. 3. The City Council agrees with the characterization of the EIR with respect to all impacts initially identified as "less than significant" and finds that those impacts have been described accurately and are less than significant as so described in the EIR. This finding does not apply to impacts identified as significant or potentially significant that are reduced to a less than significant level by mitigation measures included in the EIR. The disposition of each of those impacts and the mitigation measures adopted to reduce them are addressed specifically in the findings below. 4. Mitigation measures associated with the potentially significant impacts of the Project will be implemented through the Mitigation Monitoring and Reporting Program (MMRP) described below, which is the responsibility of the City. 5. The EIR considers a reasonable range of potentially feasible alternatives, sufficient to foster informed decision making, public participation and a reasoned choice, in accordance with CEQA. 6. The Final EIR contains responses to comments received on the Draft EIR. The Final EIR also contains corrections and clarifications to the text and analysis of the Draft EIR where warranted. The City Council does hereby find that such changes and additional information are not significant new information under CEQA because such changes and additional information do not indicate that any of the following would result from approval and implementation of the Project: (i) any new significant environmental 2 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 impact or substantially more severe environmental impact (not already disclosed and evaluated in the DEIR), (ii) any feasible mitigation measure considerably different from those analyzed in the Draft EIR that would lessen a significant environmental impact of the Project has been proposed and would not be implemented, or (iii) any feasible alternative considerably different from those analyzed in the DEIR that would lessen a significant environmental impact of the Project has been proposed and would not be implemented. The City Council does find and determine that recirculation of the Final EIR for further public review and comment is not warranted or required under the provisions of CEQA. 7. The City Council does hereby find and certify that the EIR has been prepared and completed in compliance with CEQA and reflects the City of Palo Alto's independent judgment and analysis. 8. The City Council does hereby make the following findings with respect to significant effects on the environment of the Project, as identified in the EIR, with the understanding that all of the information in this Resolution is intended as a summary of the full administrative record supporting the EIR, which full administrative record should be consulted for the full details supporting these findings. SECTION 2. Findings on Significant Impacts and Mitigation Measures Pursuant to Public Resources Code Section 21081 and CEQA Guidelines Section 15091, the City Council hereby makes these findings with respect to the potential for significant environmental impacts from approval and implementation of the PSB Project and the means for mitigating those impacts. These findings do not attempt to describe the full analysis of each environmental impact contained in the EIR. Instead, the findings provide a summary description of each impact, describe the applicable mitigation measures identified in the EIR and adopted by the City, and state the findings on the significance of each impact after imposition of the adopted mitigation measures. A full explanation of these environmental findings and conclusions can be found in the EIR. These findings hereby incorporate by reference the discussion and analysis in the EIR that support the EIR's determinations regarding significant project impacts and mitigation measures designed to address those impacts. The facts supporting these findings are found in the record as a whole for the Project. In making these findings, the City ratifies, adopts, and incorporates into these findings the analysis and explanation in the EIR, and ratifies, adopts, and incorporates into these findings the determinations and conclusions of the EIR relating to environmental impacts and mitigation measures, except to the extent that any such determinations and conclusions are specifically and expressly modified by these findings. The Draft EIR and the Final EIR identified a number of significant and potentially significant environmental impacts that the Project will cause or contribute to. All of these significant 3 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 effects can be fully addressed and reduced to less than significant through the adoption and implementation of standard project requirements incorporated as part of the Project and feasible mitigation measures. Those impacts, along with the standard project requirements and mitigation measures to reduce them to less than significant, are listed below as referenced in the Final EIR. Air Quality Impact 5-1: Project construction would expose sensitive receptors located adjacent to and in close proximity of the proposed Project site to localized, outdoor concentrations of DPM and PM2.5 that could exceed BAAQMD risk thresholds even with the implementation of standard BAAQMD construction measures. a) Potential Impact. The impact identified above is described and discussed in Section 5.3.6 of the Draft EIR. b) Mitigation Measures. The following mitigation measure will be adopted and will be implemented as provided in the MMRP, and as further described in the remainder of these findings: MM 5-1 Construction Air Contaminant Emissions To reduce potential short-term adverse health risks associated with PM2.5 emissions, including emissions of diesel particulate matter (DPM), generated during Project construction activities, the City and/or its designated contractors, contractor's representatives, or other appropriate personnel shall: 1. Implement BAAQMD-recommended "Additional Construction Measures". The City shall implement the following BAAQMD-recommended additional construction mitigation measures during construction activities: 1. All exposed surfaces shall be watered at a frequency adequate to maintain minimum soil moisture of 12 percent, to be verified by lab samples or moisture probe. 2. All excavation, grading, and/or demolition activities shall be suspended when average winds speeds exceed 20 miles per hour. 3. Temporary wind breaks (e.g., fences) shall be installed on the windward (generally the north / northwest) of actively disturbed areas of construction. The wind breaks should have at maximum 50 percent air porosity 4. Vegetative ground cover (e.g., fast -germinating native grass seed) shall be planted in disturbed areas as soon as possible and watered appropriately until vegetation is established 4 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 5. Simultaneous occurrence of excavation, grading, and ground - disturbing construction activities in the same area at any one time shall be limited and/or phased to reduce the amount of disturbed surfaces at any one time. 6. All trucks and equipment, including their tires, shall be washed off prior to leaving the site. 7. Site access to a distance of 100 feet from the paved road, or as much as feasible, shall be treated with a compacted layer of wood chips, mulch, gravel, or other cover as feasible to reduce track -out. 8. Minimize the idling time for diesel -powered construction equipment to two minutes provided such idling restrictions are consistent with manufacturer's equipment specifications. 2. Construction equipment restrictions. The City shall apply the following construction equipment restrictions to the proposed Project: 1. Electric -powered and liquefied or compressed natural gas equipment shall be employed instead of diesel powered equipment to the maximum extent feasible. 2. All construction equipment with a rated power -output of 25 horsepower or greater shall meet U.S. EPA and CARB Tier IV Final Emission Standards for particulate matter. This may be achieved via the use of equipment with engines that have been certified to meet Tier IV emission standards, or through the use of equipment that has been retrofitted with a CARB-verified diesel emission control strategy (e.g., oxidation catalyst, particulate filter) capable of reducing exhaust PM emissions to levels that meet Tier IV standards. 3. Prepare Construction Risk Reduction Plan. Prior to the start of construction activity, the City and/or its contractor shall prepare a Construction Risk Reduction Plan for the Project which: 1. Identifies the final planned construction phasing schedule and anticipated equipment operations. 2. Estimates the proposed Project's construction emissions based on the final phasing and equipment plan. Any emission update shall be performed using the latest -recommended emissions estimator model recommended by the BAAQMD or other standard, acceptable methodology (e.g., contractor -specific fleet emission factors and estimates of equipment operating hours) 3. Models the potential diesel particulate matter and total PM2.5 concentrations resulting from refined emissions estimates. Any modeling shall be performed using an accepted screening or refined dispersion - model recommended for use by the BAAQMD. The modeling shall focus 5 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 on discrete, residential receptors located at and near the proposed Project site. 4. Estimates potential adverse health effects associated with exposure to DPM. Risk estimates shall follow the latest recommendations of the BAAQMD. The goal of the risk estimation shall be to identify the receptor(s) or areas of receptors where carcinogenic and non - carcinogenic risk thresholds may be exceeded. If risks are exceeded, the plan shall identify feasible on- and off -site measures to reduce risks to levels below BAAQMD thresholds. On -site measures may include the BAAQMD "Additional Construction Measures" and construction equipment restrictions included in Mitigation Measure 5-1, as well as phasing / activity restrictions. Off -site measures may include coordinating with all impacted receptors to replace and upgrade existing HVAC systems to provide high-performance panel filters capable of reducing potential modeled outdoor PM2.5 concentrations / risks to levels that are below BAAQMD thresholds. 4. Implement Off -Site Mitigation. In -lieu of preparing the Construction Risk Reduction Plan identified above, the City may, prior to the start of construction activities, coordinate directly with impacted residential receptors to replace and upgrade existing residential HVAC systems with a high-performance panel filter with a rated minimum efficiency reporting value (MERV) for particles in the range of 0.3 to 1.0 µm of 70% (presumed to be a minimum MERV-14), or equivalent system upgrade. This level of control would reduce risks to levels below current BAAQMD thresholds. Based on the results of the modeling conducted for the EIR, the City shall coordinate with residential receptors located in the area bound by Park Boulevard to the north, Ash Street to the south, Sheridan Avenue to the east, and Sherman Avenue to the west. c) Finding and Rationale. Changes or alterations have been required in, or incorporated into, the project, which avoid or substantially lessen the significant environmental effect identified in the EIR. Mitigation Measure 5-1 would limit construction activities and require the implementation of controls that would reduce predicted adverse construction health risks to less -than -significant levels. Mitigation Measure 5-1 would reduce toxic air contaminant emissions generated during Project construction to less than significant. d) Remaining Impact. Mitigation Measure 5-1 specified above would reduce all potential impacts to less than significant. Biological Resources Impact 6-1: Potential Impacts on Nesting Birds. The proposed PSB Project is intended to improve the natural environment on the Project site with an extensive array of coordinated new landscaping and trees. However, 38 existing trees are proposed to be removed. Without a 6 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 proactive mitigation procedure in place, Project construction could inadvertently result in the removal of trees containing nests or eggs of migratory birds, raptors, or bird species during the nesting season, which would be considered an "unlawful take" under the Federal Migratory Bird Treaty Act and USFW provisions protecting migratory and nesting birds. a) Potential Impact. The impact identified above is described and discussed in Section 6.3.2 of the Draft EIR. b) Mitigation Measures. The following mitigation measure will be adopted and will be implemented as provided in the MMRP, and as further described in the remainder of these findings. MM 6-1 Potential Impacts on Nesting Birds To avoid impacts to nesting birds and violation of State and federal laws pertaining to birds, all construction -related activities (including but not limited to mobilization and staging, clearing, grubbing, vegetation removal, fence installation, demolition, and grading) should occur outside the avian nesting season (that is, prior to February 1 or after August 31). If construction and construction noise occurs within the avian nesting season (from February 1 to August 31), all suitable habitats located within the Project's area of disturbance, including staging and storage areas plus a 150 -foot buffer around these areas, shall be thoroughly surveyed, as feasible, for the presence of active nests by a qualified biologist no more than five days before commencement of any site disturbance activities and equipment mobilization. If Project activities are delayed by more than five days, an additional nesting bird survey shall be performed. Active nesting is present if a bird is sitting in a nest, a nest has eggs or chicks in it, or adults are observed carrying food to the nest. The results of the surveys shall be documented. If it is determined that birds are actively nesting within the survey area, the additional procedures below shall apply. Conversely, if the survey area is found to be absent of nesting birds, the additional procedures shall not be required. Additional Procedures. If pre -construction nesting bird surveys result in the location of active nests, no site disturbance and mobilization of heavy equipment (including but not limited to equipment staging, fence installation, clearing, grubbing, vegetation removal, fence installation, demolition, and grading) shall take place within 150 feet of nests, or as determined by a qualified biologist, until the chicks have fledged. Monitoring shall be required to insure compliance with the MBTA and relevant California Fish and Game Code requirements. Monitoring dates and findings shall be documented. c) Finding and Rationale. Changes or alterations have been required in, or 7 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 incorporated into, the project, which avoid or substantially lessen the significant environmental effect identified in the EIR. Mitigation Measure 6-1 includes measures to protect nesting birds, including conducting nesting surveys prior to construction and retaining a qualified biologist to monitor activities and ensure nesting species are not disturbed. Mitigation Measure 6-1 would reduce potential impacts on nesting birds to less than significant. d) Remaining Impact. Mitigation Measure 6-1 specified above would reduce all potential impacts to less than significant. Impact 6-2: Removal of Protected and Street Trees. Because 6 protected trees and 5 street trees (those within street rights -of -way) are proposed to be removed as part of the proposed PSB Project, Palo Alto Municipal Code Title 8 (Trees and Vegetation) Chapters 8.04 and 8.10 would apply to the Project to require on -site tree replacement or off -site replacement and mitigation in accordance with the standards in the City's Tree Technical Manual (Section 8.10.050(d)(2)). Without adequate replacement or other mitigation as set forth in the Tree Technical Manual, the Project would be inconsistent with the Municipal Code tree protection provisions. a) Potential Impact. The impact identified above is described and discussed in Section 6.3.2 of the Draft EIR. b) Mitigation Measures. The following mitigation measure will be adopted and will be implemented as provided in the MMRP, and as further described in the remainder of these findings: MM 6-2 Removal of Protected and Street Trees Prior to removal of the protected trees and street trees, the applicant shall obtain a tree removal permit issued by the City of Palo Alto Urban Forestry Division for the removal of any and all protected, designated, or street trees (referred to collectively as "Regulated Trees"). In all cases, replacement trees would be required as a condition of the tree removal permit, and the Project applicant must demonstrate to the satisfaction of the City that there is no alternative that could preserve the tree(s) on -site. The Project applicant must provide an evaluation and summary for any Regulated Tree (the collective term for any protected, designated, or street tree) proposed to be removed. The applicant shall be required, in accordance with the Tree Protection and Management Regulations (PAMC 8.10) and Tree Technical Manual (PAMC 8.10.130), to replace the tree canopy for the six (6) protected trees and five (5) street trees, in accordance with the tree canopy formula identified in the Tree Technical Manual (TTM, 3.20). If the tree canopy cannot be replaced on - site, the canopy shall be replaced off -site as close to the project site as feasible. If trees are being replaced off -site, the applicant must submit a Tree Planting Plan to the Urban Forestry Division and obtain the Urban Forestry 8 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 Division's approval of the plan prior to issuance of a building permit. The Tree Planting Plan must include: ■ The canopy calculation for trees removed and the number of trees planned to replace them, consistent with the formula identified in the Tree Technical Manual ■ The specific location where the new trees would be planted with specific baseline information about that proposed site (e.g., surrounding vegetation or development) ■ The species of trees to be planted ■ Specific planting details (e.g., size of sapling, size of containers, irrigation plan) ■ Success criteria ■ Monitoring and maintenance schedule Replacement tree planting will be monitored by a qualified arborist. To verify the success of replacement trees, monitoring shall occur for two years after initial planting. After the two-year period, the arborist will determine if the trees are capable of surviving without further maintenance. c) Finding and Rationale. Changes or alterations have been required in, or incorporated into, the project, which avoid or substantially lessen the significant environmental effect identified in the EIR. Mitigation Measure 6-2 includes measures to replace trees consistent with City of Palo Alto Tree Protection and Management Regulations (PAMC 8.10), the Tree Technical Manual (PAMC 8.10.130), and the protocols and standards of the Urban Forestry Division. Mitigation Measure 6-2 would reduce impacts on the removal of protected and street trees to less than significant. d) Remaining Impact. Mitigation Measure 6-2 specified above would reduce all potential impacts to less than significant. Cultural and Historic Resources Impact 7-1: Potential Disturbance of Archaeological or Paleontological Resources. Project construction (e.g., excavation for underground parking and utilities) could disturb existing unrecorded sensitive archaeological or paleontological resources at the PSB Project site. a) Potential Impact. The impact identified above is described and discussed in Section 7.3.2 of the Draft EIR. 9 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 b) Mitigation Measures. The following mitigation measure will be adopted and will be implemented as provided in the MMRP, and as further described in the remainder of these findings: MM 7-1 Potential Disturbance of Archaeological or Paleontological Resources In the event of the unanticipated discovery of subsurface archaeological or paleontological resources during earth -moving operations, the following measures are recommended to reduce potentially significant impacts on these resources to a less -than -significant level: ■ Conduct Archaeological/Paleontological Sensitivity Training for Construction Personnel. The City shall retain a qualified professional archaeologist who meets U.S. Secretary of the Interior's Professional Qualifications and Standards, and a professionally qualified paleontologist, to conduct an Archaeological/Paleontological Sensitivity Training for construction personnel prior to commencement of excavation activities. The training session will include a written handout and will focus on how to identify archaeological and paleontological resources that may be encountered during earth -moving activities, including the procedures to be followed in such an event, the duties of archaeological and paleontological monitors, and the general steps a qualified professional archaeologist or paleontologist would follow in conducting a salvage investigation if one is necessary. ■ Cease Ground -Disturbing Activities and Implement Treatment Plan if Archaeological Resources Are Encountered. In the event that archaeological resources are unearthed during ground -disturbing activities, the ground - disturbing activities shall be halted or diverted away from the vicinity of the find so that the find can be evaluated. A buffer area of at least 50 feet shall be established around the find, where construction activities will not be allowed to continue until a qualified archaeologist has examined the newly discovered artifact(s) and has evaluated the area of the find. Work shall be allowed to continue outside the buffer area. All archaeological resources unearthed by project construction activities shall be evaluated by a qualified professional archaeologist, who meets the U.S. Secretary of the Interior's Professional Qualifications and Standards. Should the newly discovered artifacts be determined to be prehistoric, Native American Tribes/Individuals shall be contacted and consulted, and Native American construction monitoring should be initiated. The City shall coordinate with the archaeologist to develop an appropriate treatment plan for the resources. The plan may include implementation of archaeological data recovery excavations to address treatment of the resources, along with subsequent laboratory processing and analysis. 10 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 ■ Conduct Periodic Archaeological Resources Spot Checks During Grading and Earth -Moving Activities in All Sediments. The City shall retain a qualified professional archaeologist who meets the U.S. Secretary of the Interior's Professional Qualifications and Standards, to conduct periodic Archaeological Spot Checks beginning at depths below two (2) feet to determine if construction excavations have exposed, or have a high probability of exposing, archaeological resources. After the initial Archaeological Spot Check, further periodic checks shall be conducted at the discretion of the qualified archaeologist. If the qualified archaeologist determines that construction excavations have exposed, or have a high probability of exposing, archaeological artifacts, construction monitoring for archaeological resources will be required. The City shall retain a qualified archaeological monitor, who meets the qualifications set forth by the U.S. Secretary of the Interior's Professional Qualifications and Standards, who will work under the guidance and direction of a professional archaeologist. The archaeological monitor shall be present during all construction excavations (e.g., grading, trenching, or clearing/grubbing) into non -fill sediments. Multiple earth -moving construction activities may require multiple archaeological monitors. The frequency of monitoring shall be based on the rate of excavation and grading activities, proximity to known archaeological resources, the materials being excavated (native versus artificial fill soils), the depth of excavation, and if found, the abundance and type of archaeological resources encountered. Full- time monitoring can be reduced to part-time inspections if determined adequate by the project archaeologist. ■ If subsurface paleontological resources are encountered, excavation shall halt in the vicinity of the resources and a qualified paleontologist shall evaluate the resource and its stratigraphic context. The monitor shall be empowered to temporarily halt or redirect construction activities to ensure avoidance of adverse impacts to paleontological resources. During monitoring, if potentially significant paleontological resources are found, "standard" samples shall be collected and processed by the qualified paleontologist to recover micro vertebrate fossils. If significant fossils are found and collected, they shall be prepared to a reasonable point of identification. Excess sediment or matrix shall be removed from the specimens to reduce the bulk and cost of storage. Itemized catalogs of material collected and identified shall be provided to a museum repository with the specimens. Significant fossils collected during this work, along with the itemized inventory of these specimens, shall be deposited in a museum repository for permanent curation and storage. A report documenting the results of the monitoring and salvage activities, and the significance of the fossils, if any, shall be prepared. The report and inventory, 11 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 when submitted to the lead agency, shall signify the completion of the program to mitigate impacts on paleontological resources. c) Finding and Rationale. Mitigation Measure 7-1 includes measures to protect as - yet undiscovered archaeological and paleontological resources, including conducting training for construction personnel, ceasing ground -disturbing activities upon any discovery, implementation of a treatment plan by a qualified professional archaeologist, conducting spot checks, monitoring excavation activities, and collection and preparation of paleontological resources by a qualified paleontologist. Mitigation Measure 7-1 would reduce impacts on archaeological and paleontological resources to less than significant. d) Remaining Impact. Mitigation Measure 7-1 specified above would reduce all potential impacts to less than significant. Impact 7-2: Unanticipated Discovery of Tribal Cultural Resources. Project construction activities (e.g., excavation) could disturb as yet unidentified and/or unrecorded tribal cultural resources, including possible human remains. a) Potential Impact. The impact identified above is described and discussed in Section 7.3.2 of the Draft EIR. b) Mitigation Measures. The following mitigation measure will be adopted and will be implemented as provided in the MMRP, and as further described in the remainder of these findings: MM 7-1 Unanticipated Discovery of Tribal Cultural Resources In the event that cultural resources of Native American origin are identified during construction, all earth -disturbing work within the vicinity of the find must be temporarily suspended or redirected until an archaeologist has evaluated the nature and significance of the find and an appropriate Native American representative, based on the nature of the find, is consulted. If the City determines that the resource is a tribal cultural resource and thus significant under CEQA, a mitigation plan shall be prepared and implemented in accordance with State guidelines and in consultation with Native American groups. The plan would include avoidance of the resource or, if avoidance of the resource is infeasible, the plan would outline the appropriate treatment of the resource in coordination with the archaeologist and the appropriate Native American tribal representative. c) Finding and Rationale. Changes or alterations have been required in, or incorporated into, the project, which avoid or substantially lessen the significant environmental effect identified in the EIR. Mitigation Measure 7-2 includes measures to protect as -yet undiscovered tribal cultural resources, including evaluation by a qualified archaeologist, consultation with an appropriate Native American representative, and implementing a 12 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 mitigation plan. Mitigation Measure 7-2 would reduce potential impacts on tribal cultural resources to less than significant. d) Remaining Impact. Mitigation Measure 7-2 specified above would reduce all potential impacts to less than significant. Geology and Soils Impact 8-1: Geotechnical Hazards Associated with Project Excavation and Grading. The Project's proposed excavation and grading activities have the potential to create conditions that would potentially compromise the safety or stability of proposed Project improvements. The preliminary site -specific geotechnical investigation (Romig Engineers, May 2016) made initial assessments of these conditions, but a construction -level geotechnical investigation will be needed to adequately address all grading and excavation activities on the proposed Public Safety Building and California Avenue Parking Garage (PSB Project) site. Without such a detailed study --and without the associated supervision of an engineering geologist or geotechnical engineer during Project grading and construction --the safety and long-term stability of existing and proposed Project improvements cannot be assured. a) Potential Impact. The impact identified above is described and discussed in Section 8.3.3 of the Draft EIR. b) Mitigation Measures. The following mitigation measure will be adopted and will be implemented as provided in the MMRP, and as further described in the remainder of these findings: MM 8-1 Geotechnical Hazards Associated with Project Excavation and Grading As recommended by the Project's preliminary geotechnical investigation, prior to City issuance of grading permits for individual Project construction components, the City shall be required to retain a registered engineering geologist or geotechnical engineer to prepare detailed, construction -level geotechnical investigations to guide the construction of all Project grading and excavation activities. The detailed, construction -level geotechnical investigations shall be performed for each of the structures proposed for the development site. Subsurface conditions shall be explored and laboratory tests conducted on selected soil samples to establish parameters for the design of excavations, foundations, shoring, and waterproofing. Recommendations from the investigations shall be incorporated into all plans for Project grading, excavation, soil support (both temporary and long-term), and utility construction, to the satisfaction of the City Engineer. The detailed, construction -level investigations, relevant recommendations, 13 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 and all associated Project grading, excavation and foundation plans, shall be subject to review and approval by an independent engineering geologist or geotechnical engineer retained by the City Engineer. In addition, the project civil engineer shall certify to the City Engineer (e.g., through plan submittal for City review) that all relevant provisions of the investigations have been incorporated into the grading, excavation and construction plans, and all earthwork and site preparation shall be performed under the direct supervision of a registered engineering geologist or geotechnical engineer. c) Finding and Rationale. Changes or alterations have been required in, or incorporated into, the project, which avoid or substantially lessen the significant environmental effect identified in the EIR. Mitigation Measure 8-1 includes measures to ensure the safety and stability of all Project improvements, including the structures and associated infrastructure. Mitigation Measure 8-1 would reduce geotechnical hazards associated with Project excavation and grading to less than significant. d) Remaining Impact. Mitigation Measure 8-1 specified above would reduce all potential impacts to less than significant. Hazards and Hazardous Materials Impact 10-1: Potential Project -Related Exposure to Existing Soil or Groundwater Contamination. Project -related excavation and construction activities could expose on -site construction personnel, employees, and members of the public to existing soil and groundwater contamination. a) Potential Impact. The impact identified above is described and discussed in Section 10.3.3 of the Draft EIR. b) Mitigation Measures. The following mitigation measures will be adopted and will be implemented as provided in the MMRP, and as further described in the remainder of these findings: MM 10-1 Potential Project -Related Exposure to Existing Soil or Groundwater Contamination: Recommendations included in the Phase II ESA (Stantec, June 8, 2017) shall be implemented, based on construction - level project plans when more specific and precise design and construction activities are formulated. The Phase II ESA recommends additional assessment of local and regional groundwater conditions in advance of dewatering activities, combined with, as necessary, evaluation of pertinent and cost-effective water management strategies, including preparation of Site Management Plans. Likewise, the Project must comply with the City's standard dewatering requirements. This assessment and mitigation process DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 shall be subject to review and approval by the City Engineer. c) Finding and Rationale. Changes or alterations have been required in, or incorporated into, the project, which avoid or substantially lessen the significant environmental effect identified in the EIR. Mitigation Measure 10-1 includes measures to ensure that the Project would not result in soil or groundwater contamination. Mitigation Measure 10-1 would reduce potential hazards and hazardous materials impacts to less than significant. d) Remaining Impact. Mitigation Measure 10-1 specified above would reduce all potential impacts to less than significant. Noise Impact 13-1 Project Construction Noise. Project construction would include site preparation, excavation and grading, utility trenching, construction of a new parking garage and public safety building, and application of architectural coatings. The noise levels generated by Project construction would be in excess of 10 dB above ambient conditions at sensitive receptor locations for several hours a day for a period of approximately 16 to 21 months. a) Potential Impact. The impact identified above is described and discussed in Section 13.3.2 of the Draft EIR. b) Mitigation Measures. The following mitigation measure will be adopted and will be implemented as provided in the MMRP, and as further described in the remainder of these findings: MM 13-1 Project Construction Noise: To reduce potential noise levels associated construction of the proposed Project, the City and/or its designated contractors, contractor's representatives, or other appropriate personnel shall: ■ Restrict work hours/equipment noise. All work shall be subject to the construction noise and time limits contained in City Municipal Code Chapter 9.10. Construction activities (including deliveries) shall only occur during the following time periods: — 8 AM to 6 PM Monday through Friday; and — 9 AM to 6 PM on Saturday Construction activities shall be prohibited on Sundays and holidays. The City and/or its contractor shall post a sign at all entrances to the construction site informing contractors, subcontractors, construction workers, etc. of these requirements in accordance with Section 9.10.060(c). The sign shall also provide a name (or title) and phone number for an appropriate on -site and City 15 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 representative to contact to submit a noise complaint. ■ Construction equipment care, siting, and design measures. The following construction equipment care, siting, and design measures shall apply during construction activities: — Heavy equipment engines shall be covered and exhaust pipes shall include a muffler in good working condition. Pneumatic tools shall include a noise suppression device on the compressed air exhaust. — All stationary noise -generating equipment such as pumps, compressors, and welding machines shall be shielded and located as far from sensitive receptor locations as practical. At a minimum, such shielding shall consist of a three - sided sound enclosure (with a full or partial roof) that provides for proper ventilation, equipment operation, and effective noise control. The enclosure should be designed to achieve a 10 to 15 dB reduction in stationary equipment noise levels. The design of the enclosure shall be reviewed by a qualified acoustical consultant prior to installation to ensure the enclosure will achieve a minimum 10 dB reduction in stationary equipment noise levels. — The City shall connect to existing electrical service at the site to avoid the use of stationary, diesel- or other alternatively -fueled power generators. — No radios or other amplified sound devices shall be audible beyond the property line of the construction site. ■ Construction traffic. Construction truck traffic, including soil hauling, equipment deliveries, potential concrete deliveries, and other vendor deliveries shall follow designated delivery routes prepared for the project, which are anticipated to include travel on Oregon Expressway and Birch Road. ■ Construct/Install Temporary Noise Barrier: The City shall install and maintain throughout the duration of all site preparation, excavation, foundation construction, and building construction activities, one or more physical noise barriers capable of achieving a minimum reduction in predicted construction noise levels of 15.5 dB. Potential barrier options would include: — A concrete, wood, or other barrier installed at -grade (or mounted to structures located at -grade, such as K -Rail) along the project property line. Such a wall/barrier shall consist of material that have a minimum rated transmission loss value of 25.5 dB (or equivalent rating), and shall contain no gaps in the structure through which noise may pass. — Commercially available acoustic panels or other products such as acoustic barrier blankets installed along the project property line, building envelope or, if feasible and necessary, at or near sensitive residential receptor areas. — Any combination of noise barriers and commercial products capable of achieving a 15.5 dB reduction in construction noise levels at sensitive receptor locations. 16 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 — Prior to the start of the Project, the City may prepare an acoustical analysis that reflects the final site plan, construction activities, equipment use and duration, and refines potential construction noise reductions required for the project. The final type, placement, and design of the Project's temporary noise barrier(s) shall be reviewed by a qualified acoustical consultant prior to installation to ensure proper function and a minimum attenuation of 15.5 dBs in construction noise levels. ■ Prepare Project Construction Noise Control Plan. Prior to the start of construction activity, the City or its contractor shall prepare a Construction Noise Complaint Plan for the Project which: — Identifies the name and/or title and contact information (including phone number and email) of the contractor and City representatives responsible for addressing construction -noise related issues. — Contains a detailed construction schedule and predicted noise levels associated with construction activities. — Includes procedures describing how the construction contractor will receive, respond, and resolve to construction noise complaints. At a minimum, upon receipt of a noise complaint, the contractor and/or City representative described in the first sub -bullet above shall identify the noise source generating the complaint, determine the cause of the complaint, and take steps to resolve the complaint. ■ Prepare Construction Noise Monitoring Plan. Prior to the start of construction, the City or its contractor shall prepare a Construction Noise Monitoring Plan which identifies: — Construction activities, hours of operation, and predicted construction noise levels; and — Construction noise monitoring locations, duration, and frequency. The intent of the Construction Noise Monitoring Plan is to document updated ambient noise levels, monitor construction noise levels, and verify compliance with the noise reduction requirements in Mitigation Measure 13-1. If monitoring indicates temporary noise barriers are not achieving a minimum 15.5 dB reduction in construction noise levels or otherwise indicates construction noise is resulting a 10 dB increase in noise levels above ambient conditions, the City shall increase the height, size (length or width), density, and/or amount of noise barriers installed such that attenuation requirements are achieved. The Construction Noise Monitoring Plan may be combined with and/or incorporated into the Construction Noise Complaint Plan described above. The implementation of these measures would limit construction activities and require the implementation of controls that would reduce predicted construction 17 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 noise levels to less than a 10 dB increase above existing ambient conditions. c) Finding and Rationale. Changes or alterations have been required in, or incorporated into, the project, which avoid or substantially lessen the significant environmental effect identified in the EIR. Mitigation Measure 13-1 mandates that specific noise control measures be included in contract specifications, such as work hour and construction noise restrictions; construction equipment care, siting, and design measures; temporary noise barriers; a Construction Noise Control Plan; and a Construction Noise Monitoring Plan. Mitigation Measure 13-1 would limit construction activities and require the implementation of controls that would reduce predicted construction noise levels to less than significant. d) Remaining Impact. Mitigation Measure 13-1 specified above would reduce all potential impacts to less than significant. Impact 13-2 Project Groundborne Vibration Levels. Project construction activities could generate perceptible groundborne vibration at adjacent buildings, including residential buildings, for a period of approximately 8 months. a) Potential Impact. The impact identified above is described and discussed in Section 13.3.2 of the Draft EIR. b) Mitigation Measures. The following mitigation measure will be adopted and will be implemented as provided in the MMRP, and as further described in the remainder of these findings: MM 13-2 Potential Groundborne Vibration Levels To reduce potential groundborne vibration levels associated with construction of the proposed Project, the City and/or its designated contractors, contractor's representatives, or other appropriate personnel shall: ■ Prohibit Vibratory Equipment. The City shall prohibit the use of large vibratory rollers (small plate compactors are acceptable) and vibratory pile driving equipment during construction. Any deep foundation piers or caissons shall be auger drilled. ■ Provide Notice to Adjacent Property Owners/Occupants. Five (5) days advanced written notice shall be provided to adjacent property owners and building occupants before commencing all drilling and significant earthmoving activities within 65 feet of adjacent buildings. The notice shall provide the name (or title) and contact information (including phone number and email) of the Contractor and City -representatives responsible for addressing construction vibration - related concerns. DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 ■ Prepare Vibration Mitigation Plan. Prior to the start of construction activity, the City or its contractor shall prepare a Construction Vibration Response Plan for the project which: — Identifies the name and/or title and contact information (including phone number and email) of the Contractor and City -representatives responsible for addressing construction vibration -related issues. — Contains a detailed schedule of drilling and substantial earth moving activities expected to occur within 65 feet of adjacent buildings. — Includes procedures describing how the construction contractor will receive, respond, and resolve to construction vibration complaints. At a minimum, upon receipt of a vibration complaint, the Contractor and/or City representative described in the first sub -bullet above shall identify the vibration source generating the complaint, determine the cause of the complaint, and take steps to resolve the complaint by reducing groundborne vibration levels to less than 75 VdB and 0.04 in/sec PPV. Such measures may include the use of non -impact drivers, use of rubber -tired equipment instead of track equipment, or other measures that limit annoyance from groundborne vibration levels. The implementation of these measures would limit the potential for groundborne vibration during construction activities, require advanced notice to adjacent property owners and building occupants, and develop procedures designed to limit potential annoyance and interference with daily activities at adjacent buildings. c) Finding and Rationale. Changes or alterations have been required in, or incorporated into, the project, which avoid or substantially lessen the significant environmental effect identified in the EIR. Mitigation Measure 13-2 mandates that specific groundborne vibration control measures be included in contract specifications, such as vibratory equipment prohibitions, notice to adjacent property owners and occupants, and a Construction Vibration Mitigation Plan. Mitigation Measure 13-2 would reduce groundborne vibration impacts to less than significant. d) Remaining Impact. Mitigation Measure 13-2 specified above would reduce all potential impacts to less than significant. Impact 13-3 Project Operational Noise. Noise generated by the parking garage ventilation fans and the Public Safety Building generator, fire pump, and heating and air conditioning equipment may exceed standards contained in the City Municipal Code unless shielding or other means of attenuation is provided. a) Potential Impact. The impact identified above is described and discussed in Section 13.3.2 of the Draft EIR. DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 b) Mitigation Measures. The following mitigation measure will be adopted and will be implemented as provided in the MMRP, and as further described in the remainder of these findings: MM 13-3 Project Operational Noise: To reduce potential stationary source noise levels associated with the operation of the proposed Project, the City and/or its designated contractors, contractor's representatives, or other appropriate personnel shall: ■ Site equipment away from residential areas. Garage ventilation fans and public safety building generators, fire pumps, and heating and air conditioning equipment shall be located outside of setbacks and screened from view from residential areas. ■ Enclose and/or Shield Stationary Noise -Generating Equipment. The City shall enclose, shield, baffle, or otherwise attenuate noise generated from garage ventilation fans and Public Safety Building generators, fire pumps, and heating and air conditioning equipment. The attenuation achieved through such enclosure, shielding, and/or baffling shall be sufficient to comply with Section 9.10.050(a) of the Municipal Code. ■ Prepare Acoustical Study. In accordance with Chapters 9.10 and 18.23 of the Municipal Code, the City shall have an acoustical analysis prepared by a licensed acoustical engineer that demonstrates: — The proposed parking garage's generator would comply with the requirements of the City's Noise Ordinance (Section 9.10.050, as excepted). — The proposed parking garages ventilation fans would not result in a calculated Ldn of 63.0 at sensitive residential receptor locations. — The proposed Public Safety Building fire pump, back-up generator, and heating and air conditioning equipment would comply with the requirements of the City's Noise Ordinance (Section 9.10.050, as excepted) and would not result in a calculated increase of more than 3.0 dB Ldn at sensitive receptor locations. The acoustical analysis shall be based on the final Project design, reflect the actual equipment type and location at the Project site, and the actual noise enclosure, shielding, or other attenuation measures included in the final Project design. If the acoustical study demonstrates the noise levels from these sources would be at or within 5 dB less than the Noise Ordinance limits, the City shall demonstrate through monitoring that the equipment complies with the anticipated noise levels. Implementation of these measures would ensure the Project is designed and constructed in a manner consistent with the City's Municipal Code requirements. c) Finding and Rationale. Changes or alterations have been required in, or 20 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 incorporated into, the project, which avoid or substantially lessen the significant environmental effect identified in the EIR. Mitigation Measure 13-3 mandates that specific operational noise control measures be included in contract specifications, such as the siting of noise -generating equipment away from residential areas; enclosing and shielding noise -generating equipment; and a subsequent acoustical analysis based on the final project design. Mitigation Measure 13-3 would reduce operational noise impacts to less than significant. d) Remaining Impact. Mitigation Measure 13-3 specified above would reduce all potential impacts to less than significant. No residual impacts would remain. SECTION 3. Project Alternatives Public Resources Code section 21002 prohibits a public agency from approving a project if there are feasible alternatives or feasible mitigation measures available which would substantially lessen the significant environmental effects of the project. When a lead agency finds, even after the adoption of all feasible mitigation measures, that a project will still cause one or more significant environmental effects that cannot be substantially lessened or avoided, it must, prior to approving the project as mitigated, first determine whether there are any project alternatives that are feasible and that would substantially lessen or avoid the project's significant impacts. Because all of the Project's impacts are being mitigated through the adoption of mitigation measures described above, and because the Project will thus not result in any significant environmental effects, the City Council finds that there is no need to further consider the feasibility of any of the alternatives identified in the Final EIR. SECTION 4. Mitigation Monitoring and Reporting Program (a) CEQA requires the lead agency approving a project to adopt a Mitigation Monitoring and Reporting Program (MMRP) for the changes made to the project that it has adopted in order to mitigate or avoid significant effects on the environment. An MMRP has been prepared and is recommended for adoption by the City Council concurrently with the adoption of these findings to ensure compliance with standard project requirements incorporated as part of the project and mitigation measures during Project implementation. As required by Public Resources Code section 21081.6, the MMRP designates responsibility and anticipated timing for the implementation of the mitigation measures recommended in the Final EIR. The MMRP will remain available for public review during the compliance period. (b) The City Council hereby adopts the MMRP for the Project attached hereto as Exhibit A and incorporated by reference, and finds, determines, and declares that the adoption of the MMRP will ensure enforcement and continued imposition of the mitigation measures recommended in the Final EIR, and set forth in the MMRP, in order to mitigate or avoid significant impacts on the environment. 21 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 SECTION 5. Location and Custodian of Records The documents and other materials that constitute the record of proceedings on which the City Council based the foregoing findings and approval of the Project are located at the Department of Planning and Community Environment, 250 Hamilton Avenue, Palo Alto, CA 94301. The official custodian of the record is the Planning Director at the same address. INTRODUCED AND PASSED: June 11, 2018 AYES: DUBOIS, FILSETH, FINE, HOLMAN, KNISS, KOU, SCHARFF, WOLBACH NOES: ABSENT: ABSTENTIONS: TANAKA ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: DocuSigned by: DocuSigned d b �,ira - 16C6RQf7457AF4F9 Assistant City Attorney a y: E� SwkaIa �� G���t k« e F?nrA'IQrrrRf'7dFQ City Manager LDocuSigned by: ')02r F'37 1',Qn FF Director of Planning and Community Environment DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 EXHIBIT A MITIGATION MONITORING AND REPORTING PROGRAM PUBLIC SAFETY BUILDING AND CALIFORNIA AVENUE PARKING GARAGE ENVIRONMENTAL IMPACT REPORT State Clearinghouse No. 2017032066 CITY OF PALO ALTO JUNE 2018 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 PREFACE Section 21081 of the California Environmental Quality Act (CEQA) requires a Lead Agency to adopt a Mitigation Monitoring or Reporting Program whenever it approves a project for which measures have been required to mitigate or avoid significant effects on the environment. The purpose of the monitoring or reporting program is to ensure compliance with the mitigation measures during project implementation. The Environmental Impact Report concluded that that all identified environmental impacts associated with the proposed Project can be mitigated to less than significant levels, either with the implementation of standard project requirements proposed as part of the Project and/or mitigation measures identified in the analysis, and that no significant unavoidable impacts would occur from proposed Project implementation. This Mitigation Monitoring or Reporting Program addresses the required measures in terms of how and when they will be implemented. 24 DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 EXHIBIT B PALO ALTO PUBLIC SAFETY BUILDING AND CALIFORNIA AVENUE PARKING GARAGE MITIGATION MONITORING AND REPORTING PROGRAM The environmental mitigation measures listed in column two below have been incorporated into the conditions of approval for the Palo Alto Public Safety Building and California Avenue Parking Garage in order to mitigate identified environmental impacts. A completed and signed chart will indicate that each mitigation requirement has been complied with, and that City and state monitoring requirements have been fulfilled with respect to Public Resources Code section 21081.6. MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE (Performance Criteria) Implementation Entity Monitoring and Verification Entity Timing Requirements Signature Date AIR QUALITY Impact 5-1: Construction Toxic Air Contaminant Emissions. Project construction would expose sensitive receptors located adjacent to and in close proximity of the proposed project site to localized, outdoor concentrations of DPM and PMz.5 that could exceed BAAQMD risk thresholds even with the implementation of standard BAAQMD construction measures. Mitigation 5-1. To reduce potential short-term adverse health risks associated with PM2.5 emissions, including emissions of diesel particulate matter (DPM), generated during project construction activities, the City and/or its designated contractors, contractors' representatives, or other appropriate personnel shall: 1. Implement BAAQMD-recommended "Additional Construction Measures". The City shall implement the following BAAQMD-recommended additional construction mitigation measures during construction activities: 1. All exposed surfaces shall be watered at a frequency adequate to maintain minimum soil moisture of 12 percent, to be verified by lab samples or moisture probe. 2. All excavation, grading, and/or demolition activities shall be suspended when average winds speeds exceed 20 miles per hour. 3. Temporary wind breaks (e.g., fences) shall be installed on the windward (generally the north / northwest) of actively disturbed areas of construction. The wind breaks should have at maximum 50 percent air porosity. 4. Vegetative ground cover (e.g., fast -germinating native grass seed) shall be planted in disturbed areas as soon as possible and watered appropriately until vegetation is established. 5. Simultaneous occurrence of excavation, grading, and ground -disturbing construction activities in the same area at any one time shall be limited and/or phased to reduce the amount of disturbed surfaces at any one time. City of Palo Alto Public Works Department in coordination with its construction contractors Planning and Community Environment Department Prior to issuance of grading permits and during construction Page 1 MMRP — Exhibit A to PSB EIR Resolution DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE Implementation Monitoring and Timing Signature Date (Performance Criteria) Entity Verification Requirements Entity 6. All trucks and equipment, including their tires, shall be washed off prior to leaving the site. 7. Site access to a distance of 100 feet from the paved road, or as much as feasible, shall be treated with a compacted layer of wood chips, mulch, gravel, or other cover as feasible to reduce track -out. 8. Minimize the idling time for diesel -powered construction equipment to two minutes provided such idling restrictions are consistent with manufacturer's equipment specifications. 2. Construction equipment restrictions. The City shall apply the following construction equipment restrictions to the proposed project: 1. Electric -powered and liquefied or compressed natural gas equipment shall be employed instead of diesel powered equipment to the maximum extent feasible. 2. All construction equipment with a rated power -output of 25 horsepower or greater shall meet U.S. EPA and CARB Tier IV Final Emission Standards for particulate matter. This may be achieved via the use of equipment with engines that have been certified to meet Tier IV emission standards, or through the use of equipment that has been retrofitted with a CARB-verified diesel emission control strategy (e.g., oxidation catalyst, particulate filter) capable of reducing exhaust PM emissions to levels that meet Tier IV standards. 3. Prepare Construction Risk Reduction Plan. Prior to the start of construction activity, the City and/or its contractor shall prepare a Construction Risk Reduction Plan for the project which: 1. Identifies the final planned construction phasing schedule and anticipated equipment operations. 2. Estimates the proposed project's construction emissions based on the final phasing and equipment plan. Any emission update shall be performed using the latest -recommended emissions estimator model recommended by the BAAQMD or other standard, acceptable methodology (e.g., contractor -specific fleet emission factors and estimates of equipment operating hours). 3. Models the potential diesel particulate matter and total PM2.5 concentrations resulting from refined emissions estimates. Any modeling shall be performed Page 2 MMRP — Exhibit A to PSB EIR Resolution DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE (Performance Criteria) Implementation Entity Monitoring and Verification Entity Timing Requirements Signature Date using an accepted screening or refined dispersion - model recommended for use by the BAAQMD. The modeling shall focus on discrete, residential receptors located at and near the proposed project site. 4. Estimates potential adverse health effects associated with exposure to DPM. Risk estimates shall follow the latest recommendations of the BAAQMD. The goal of the risk estimation shall be to identify the receptor(s) or areas of receptors where carcinogenic and non - carcinogenic risk thresholds may be exceeded. If risks are exceeded, the plan shall identify feasible on- and off -site measures to reduce risks to levels below BAAQMD thresholds. On -site measures may include the BAAQMD "Additional Construction Measures" and construction equipment restrictions included in Mitigation Measure 5-1, as well as phasing / activity restrictions. Off -site measures may include coordinating with all impacted receptors to replace and upgrade existing HVAC systems to provide high-performance panel filters capable of reducing potential modeled outdoor PM2.5 concentrations / risks to levels that are below BAAQMD thresholds. 4. Implement Off -Site Mitigation. In -lieu of preparing the Construction Risk Reduction Plan identified above, the City may, prior to the start of construction activities, coordinate directly with impacted residential receptors to replace and upgrade existing residential HVAC systems with a high-performance panel filter with a rated minimum efficiency reporting value (MERV) for particles in the range of 0.3 to 1.0 pm of 70% (presumed to be a minimum MERV-14), or equivalent system upgrade. This level of control would reduce risks to levels below current BAAQMD thresholds. Based on the results of the modeling conducted for the EIR, the City shall coordinate with residential receptors located in the area bound by Park Boulevard to the north, Ash Street to the south, Sheridan Avenue to the east, and Sherman Avenue to the west. BIOLOGICAL RESOURCES Impact 6-1: Potential Impacts on Nesting Birds. The proposed PSB project is intended to improve the natural environment on the project site with an extensive array of coordinated new landscaping and trees. Mitigation 6-1. To avoid impacts to nesting birds and violation of State and federal laws pertaining to birds, all construction -related activities (including but not limited to mobilization and staging, clearing, grubbing, vegetation removal, fence installation, demolition, and grading) should City of Palo Alto Public Works Department in coordination with its construction Director of Planning and Community Environment Department Prior to issuance of construction related permits (including Page 3 MMRP — Exhibit A to PSB EIR Resolution DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE (Performance Criteria) Implementation Entity Monitoring and Verification Entity Timing Requirements Signature Date However, 38 existing trees are proposed to be removed. Without a proactive mitigation procedure in place, project construction could inadvertently result in the removal of trees containing nests or eggs of migratory birds, raptors, or bird species during the nesting season, which would be considered an "unlawful take" under the Federal Migratory Bird Treaty Act and USFWS provisions protecting migratory and nesting birds (see Regulatory Setting above). occur outside the avian nesting season (that is, prior to February 1 or after August 31). If construction and construction noise occurs within the avian nesting season (from February 1 to August 31), all suitable habitats located within the project's area of disturbance, including staging and storage areas plus a 150 -foot buffer around these areas, shall be thoroughly surveyed, as feasible, for the presence of active nests by a qualified biologist no more than five days before commencement of any site disturbance activities and equipment mobilization. If project activities are delayed by more than five days, an additional nesting bird survey shall be performed. Active nesting is present if a bird is sitting in a nest, a nest has eggs or chicks in it, or adults are observed carrying food to the nest. The results of the surveys shall be documented. If it is determined that birds are actively nesting within the survey area, the additional procedures below shall apply. Conversely, if the survey area is found to be absent of nesting birds, the additional procedures shall not be required. Additional Procedures. If pre -construction nesting bird surveys result in the location of active nests, no site disturbance and mobilization of heavy equipment (including but not limited to equipment staging, fence installation, clearing, grubbing, vegetation removal, fence installation, demolition, and grading) shall take place within 150 feet of nests, or as determined by a qualified biologist, until the chicks have fledged. Monitoring shall be required to insure compliance with the MBTA and relevant California Fish and Game Code requirements. Monitoring dates and findings shall be documented. contractors and biologist demolition, grading, and building permits) and during construction Impact 6-2: Removal of Protected and Street Trees. Because 6 protected trees and 5 street trees (those within street rights- of -way) are proposed to be removed as part of the proposed PSB project, Palo Alto Municipal Code Title 8 (Trees and Vegetation) Chapters 8.04 and 8.10 would apply to the project to require on -site tree replacement or off -site replacement and mitigation in accordance with the standards in the City's Tree Technical Manual (Section 8.10.050(d)(2)). Without adequate replacement or other mitigation as set forth Mitigation 6-2. Prior to removal of the protected trees and street trees, the applicant shall obtain a tree removal permit issued by the City of Palo Alto Urban Forestry Division for the removal of any and all protected, designated, or street trees (referred to collectively as "Regulated Trees"). In all cases, replacement trees would be required as a condition of the tree removal permit, and the project applicant must demonstrate to the satisfaction of the City that there is no alternative that could preserve the tree(s) on -site. The project applicant must provide an evaluation and summary for any Regulated Tree (the collective term for any protected, designated, or street tree) proposed to be removed. City of Palo Alto Public Works Department in coordination with its construction contractor and the City's arborist City of Palo Alto Planning and Community Environment Department in coordination Prior to removal of any protected trees or street trees; during the planting and every two years thereafter until trees are capable of surviving without further maintenance Page 4 MMRP — Exhibit A to PSB EIR Resolution DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE (Performance Criteria) Implementation Entity Monitoring and Verification Entity Timing Requirements Signature Date in the Tree Technical Manual, the project would be inconsistent with the Municipal Code tree protection provisions. The applicant shall be required, in accordance with the Tree Protection and Management Regulations (PAMC 8.10) and Tree Technical Manual (PAMC 8.10.130), to replace the tree canopy for the six (6) protected trees and the five (5) street trees, in accordance with the tree canopy formula identified in the Tree Technical Manual (TTM, 3.20). If the tree canopy cannot be replaced on -site, the canopy shall be replaced off -site as close to the project site as feasible. If trees are being replaced off -site, the applicant must submit a Tree Planting Plan to the Urban Forestry Division and obtain the Urban Forestry Division's approval of the plan prior to issuance of a building permit. The Tree Planting Plan must include: • The canopy calculation for trees removed and the number of trees planned to replace them, consistent with the formula identified in the Tree Technical Manual • The specific location where the new trees would be planted with specific baseline information about that proposed site (e.g., surrounding vegetation or development) • The species of trees to be planted • Specific planting details (e.g., size of sapling, size of containers, irrigation plan) • Success criteria • Monitoring and maintenance schedule Replacement tree planting will be monitored by a qualified arborist. To verify the success of replacement trees, monitoring shall occur for two years after initial planting. After the two-year period, the arborist will determine if the trees are capable of surviving without further maintenance. CULTURAL AND HISTORIC RESOURCES Impact 7-1: Potential Disturbance of Archaeological or Paleontological Resources. Project construction (e.g., excavation for underground parking and Mitigation 7-1. In the event of the unanticipated discovery of subsurface archaeological or paleontological resources during earth -moving operations, the following measures are recommended to reduce potentially significant impacts City of Palo Alto Public Works Department in coordination with its Planning and Community Environment Department Prior to and during ground - disturbing activities Page 5 MMRP — Exhibit A to PSB EIR Resolution DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE (Performance Criteria) Implementation Entity Monitoring and Verification Entity Timing Requirements Signature Date utilities) could disturb existing unrecorded sensitive archaeological or paleontological resources at the PSB project site. on these resources to a less -than -significant level: • Conduct Archaeological/ Paleontological Sensitivity Training for Construction Personnel. The City shall retain a qualified professional archaeologist who meets U.S. Secretary of the Interior's Professional Qualifications and Standards, and a professionally qualified paleontologist, to conduct an Archaeological/ Paleontological Sensitivity Training for construction personnel prior to commencement of excavation activities. The training session will include a written handout and will focus on how to identify archaeological and paleontological resources that may be encountered during earth -moving activities, including the procedures to be followed in such an event, the duties of archaeological and paleontological monitors, and the general steps a qualified professional archaeologist or paleontologist would follow in conducting a salvage investigation if one is necessary. • Cease Ground -Disturbing Activities and Implement Treatment Plan if Archaeological Resources Are Encountered. In the event that archaeological resources are unearthed during ground -disturbing activities, the ground -disturbing activities shall be halted or diverted away from the vicinity of the find so that the find can be evaluated. A buffer area of at least 50 feet shall be established around the find, where construction activities will not be allowed to continue until a qualified archaeologist has examined the newly discovered artifact(s) and has evaluated the area of the find. Work shall be allowed to continue outside the buffer area. All archaeological resources unearthed by project construction activities shall be evaluated by a qualified professional archaeologist, who meets the U.S. Secretary of the Interior's Professional Qualifications and Standards. Should the newly discovered artifacts be determined to be prehistoric, Native American Tribes/Individuals shall be contacted and consulted, and Native American construction monitoring should be initiated. The City shall coordinate with the archaeologist to develop an appropriate treatment plan for the resources. The plan may include implementation of archaeological data construction contractors and qualified archaeologist, qualified paleontologist and/or Native American Tribal monitor Page 6 MMRP — Exhibit A to PSB EIR Resolution DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE (Performance Criteria) Implementation Entity Monitoring and Verification Entity Timing Requirements Signature Date recovery excavations to address treatment of the resources, along with subsequent laboratory processing and analysis. • Conduct Periodic Archaeological Resources Spot Checks During Grading and Earth -Moving Activities in All Sediments. The City shall retain a qualified professional archaeologist who meets the U.S. Secretary of the Interior's Professional Qualifications and Standards, to conduct periodic Archaeological Spot Checks beginning at depths below two (2) feet to determine if construction excavations have exposed, or have a high probability of exposing, archaeological resources. After the initial Archaeological Spot Check, further periodic checks shall be conducted at the discretion of the qualified archaeologist. If the qualified archaeologist determines that construction excavations have exposed, or have a high probability of exposing, archaeological artifacts, construction monitoring for archaeological resources will be required. The City shall retain a qualified archaeological monitor, who meets the qualifications set forth by the U.S. Secretary of the Interior's Professional Qualifications and Standards, who will work under the guidance and direction of a professional archaeologist. The archaeological monitor shall be present during all construction excavations (e.g., grading, trenching, or clearing/grubbing) into non -fill sediments. Multiple earth -moving construction activities may require multiple archaeological monitors. The frequency of monitoring shall be based on the rate of excavation and grading activities, proximity to known archaeological resources, the materials being excavated (native versus artificial fill soils), the depth of excavation, and if found, the abundance and type of archaeological resources encountered. Full-time monitoring can be reduced to part-time inspections if determined adequate by the project archaeologist. • If subsurface paleontological resources are encountered, excavation shall halt in the vicinity of the resources and a qualified paleontologist shall evaluate the resource and its stratigraphic context. The monitor shall be em•owered to tem.oraril halt or redirect Page 7 MMRP — Exhibit A to PSB EIR Resolution DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE (Performance Criteria) Implementation Entity Monitoring and Verification Entity Timing Requirements Signature Date construction activities to ensure avoidance of adverse impacts to paleontological resources. During monitoring, if potentially significant paleontological resources are found, "standard" samples shall be collected and processed by the qualified paleontologist to recover micro vertebrate fossils. If significant fossils are found and collected, they shall be prepared to a reasonable point of identification. Excess sediment or matrix shall be removed from the specimens to reduce the bulk and cost of storage. Itemized catalogs of material collected and identified shall be provided to a museum repository with the specimens. Significant fossils collected during this work, along with the itemized inventory of these specimens, shall be deposited in a museum repository for permanent curation and storage. A report documenting the results of the monitoring and salvage activities, and the significance of the fossils, if any, shall be prepared. The report and inventory, when submitted to the lead agency, shall signify the completion of the program to mitigate impacts on paleontological resources. Impact 7-2: Unanticipated Discovery of Tribal Cultural Resources. Project construction activities (e.g., excavation) could disturb as yet unidentified and/or unrecorded tribal cultural resources, including possible human remains. Mitigation 7-2. In the event that cultural resources of Native American origin are identified during construction, all earth -disturbing work within the vicinity of the find must be temporarily suspended or redirected until an archaeologist has evaluated the nature and significance of the find and an appropriate Native American representative, based on the nature of the find, is consulted. If the City determines that the resource is a tribal cultural resource and thus significant under CEQA, a mitigation plan shall be prepared and implemented in accordance with State guidelines and in consultation with Native American groups. The plan would include avoidance of the resource or, if avoidance of the resource is infeasible, the plan would outline the appropriate treatment of the resource in coordination with the archaeologist and the appropriate Native American tribal representative. City of Palo Alto Public Works Department in coordination with its construction contractors, qualified archaeologist, and Native American Representative Planning and Community Environment Department During ground - disturbing activities GEOLOGY AND SOILS Impact 8-1: Geotechnical Hazards Associated with Project Excavation and Grading. The project's proposed excavation Mitigation 8-1. As recommended by the project's preliminary geotechnical investigation, prior to City issuance of grading permits for individual project City of Palo Alto Public Works Department in City of Palo Alto Planning and Community Prior to issuance of constructed Page 8 MMRP — Exhibit A to PSB EIR Resolution DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE (Performance Criteria) Implementation Entity Monitoring and Verification Entity Timing Requirements Signature Date and grading activities have the potential to create conditions that would potentially compromise the safety or stability of proposed project improvements. The preliminary site -specific geotechnical investigation (Romig Engineers, May 2016) made initial assessments of these conditions, but a construction -level geotechnical investigation will be needed to adequately address all grading and excavation activities on the proposed Public Safety Building and California Avenue Parking Garage (PSB project) site. Without such a detailed study --and without the associated supervision of an engineering geologist or geotechnical engineer during project grading and construction --the safety and long-term stability of existing and proposed project improvements cannot be assured. construction components, the City shall be required to retain a registered engineering geologist or geotechnical engineer to prepare detailed, construction -level geotechnical investigations to guide the construction of all project grading and excavation activities. The detailed, construction -level geotechnical investigations shall be performed for each of the structures proposed for the development site. Subsurface conditions shall be explored and laboratory tests conducted on selected soil samples to establish parameters for the design of excavations, foundations, shoring, and waterproofing. Recommendations from the investigations shall be incorporated into all plans for project grading, excavation, soil support (both temporary and long-term), and utility construction, to the satisfaction of the City Engineer. The detailed, construction -level investigations, relevant recommendations, and all associated project grading, excavation and foundation plans, shall be subject to review and approval by an independent engineering geologist or geotechnical engineer retained by the City Engineer. In addition, the project civil engineer shall certify to the City Engineer (e.g., through plan submittal for City review) that all relevant provisions of the investigations have been incorporated into the grading, excavation and construction plans, and all earthwork and site preparation shall be performed under the direct supervision of a registered en.ineerin..eolo.ist or .eotechnical engineer. coordination with its geologist/ geotechnical engineer and civil engineer Environment Department related permits and during grading and construction HAZARDS AND HAZARDOUS MATERIALS Impact 10-1: Potential Project -Related Exposure to Existing Soil or Groundwater Contamination. Project -related excavation and construction activities could expose on- site construction personnel, employees, and members of the public to existing soil and groundwater contamination. Mitigation 10-1. Recommendations included in the Phase 11 ESA (Stantec, June 8, 2017) shall be implemented, based on construction -level project plans when more specific and precise design and construction activities are formulated. The Phase II ESA recommends additional assessment of local and regional groundwater conditions in advance of dewatering activities, combined with, as necessary, evaluation of pertinent and cost-effective water management strategies, including preparation of Site Management Plans. Likewise, the project must comply with the City's standard dewatering requirements. This assessment and mitigation process shall be subject to review and a..roval b the Cit En.ineer. City of Palo Alto Public Works Department in coordination with its construction contractors and engineer Planning and Community Environment Department Prior to issuance of grading permits and during grading and construction NOISE Page 9 MMRP — Exhibit A to PSB EIR Resolution DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE Implementation Monitoring and Timing Signature Date (Performance Criteria) Entity Verification Requirements Entity Impact 13-1: Project Construction Noise. Mitigation 13-1. To reduce potential noise levels City of Palo Alto City of Palo Alto Prior to Project construction would include site associated construction of the proposed project, the City Public Works Planning and issuance of preparation, excavation and grading, utility and/or it's designated contractors, contractor's Department in Community construction trenching, construction of a new parking representatives, or other appropriate personnel shall: coordination with its Environment related garage and public safety building, and application of architectural coatings. The noise levels generated by project • Restrict work hours/equipment noise. All work shall be subject to the construction noise and time limits construction contractors and qualified acoustical Department (demolition, grading, building) construction would be in excess of 10 dB above ambient conditions at sensitive receptor locations for several hours a day for a period of approximately 16 to 21 months. contained in City Municipal Code Chapter 9.10. Construction activities (including deliveries) shall only occur during the following time periods: — 8 AM to 6 PM Monday through Friday; and — 9 AM to 6 PM on Saturday consultant permits and during construction related activities Construction activities shall be prohibited on Sundays and holidays. The City and/or its contractor shall post a sign at all entrances to the construction site informing contractors, subcontractors, construction workers, etc. of these requirements in accordance with Section 9.10.060(c). The sign shall also provide a name (or title) and phone number for an appropriate on -site and City representative to contact to submit a noise complaint. • Construction equipment care, siting, and design measures. The following construction equipment care, siting, and design measures shall apply during construction activities: — Heavy equipment engines shall be covered and exhaust pipes shall include a muffler in good working condition. Pneumatic tools shall include a noise suppression device on the compressed air exhaust. — All stationary noise -generating equipment such as pumps, compressors, and welding machines shall be shielded and located as far from sensitive receptor locations as practical. At a minimum, such shielding shall consist of a three -sided sound enclosure (with a full or partial roof) that provides for proper ventilation, equipment operation, and effective noise control. The enclosure should be designed to achieve a 10 to 15 dB reduction in stationary equipment noise levels. The design of the enclosure shall be reviewed by a qualified acoustical consultant prior to installation to ensure the enclosure will achieve a minimum 10 dB Page 10 MMRP — Exhibit A to PSB EIR Resolution DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE (Performance Criteria) Implementation Entity Monitoring and Verification Entity Timing Requirements Signature Date reduction in stationary equipment noise levels. — The City shall connect to existing electrical service at the site to avoid the use of stationary, diesel- or other alternatively -fueled power generators. — No radios or other amplified sound devices shall be audible beyond the property line of the construction site. • Construction traffic. Construction truck traffic, including soil hauling, equipment deliveries, potential concrete deliveries, and other vendor deliveries shall follow designated delivery routes prepared for the project, which are anticipated to include travel on Oregon Expressway and Birch Road. • Construct/Install Temporary Noise Barrier: The City shall install and maintain throughout the duration of all site preparation, excavation, foundation construction, and building construction activities, one or more physical noise barriers capable of achieving a minimum reduction in predicted construction noise levels of 15.5 dB. Potential barrier options would include: — A concrete, wood, or other barrier installed at -grade (or mounted to structures located at -grade, such as K -Rail) along the project property line. Such a wall/barrier shall consist of material that have a minimum rated transmission loss value of 25.5 dB (or equivalent rating), and shall contain no gaps in the structure through which noise may pass. — Commercially available acoustic panels or other products such as acoustic barrier blankets installed along the project property line, building envelope or, if feasible and necessary, at or near sensitive residential receptor areas. — Any combination of noise barriers and commercial products capable of achieving a 15.5 dB reduction in construction noise levels at sensitive receptor locations. — Prior to the start of the project, the City may prepare an acoustical analysis that reflects the final site plan, construction activities, equipment use and duration, and refines potential construction noise reductions required for the project. Page 11 MMRP — Exhibit A to PSB EIR Resolution DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE Implementation Monitoring and Timing Signature Date (Performance Criteria) Entity Verification Requirements Entity The final type, placement, and design of the project's temporary noise barrier(s) shall be reviewed by a qualified acoustical consultant prior to installation to ensure proper function and a minimum attenuation of 15.5 dBs in construction noise levels. • Prepare Project Construction Noise Control Plan. Prior to the start of construction activity, the City or its contractor shall prepare a Construction Noise Complaint Plan for the project which: — Identifies the name and/or title and contact information (including phone number and email) of the Contractor and City -representatives responsible for addressing construction -noise related issues. — Contains a detailed construction schedule and predicted noise levels associated with construction activities. — Includes procedures describing how the construction contractor will receive, respond, and resolve to construction noise complaints. At a minimum, upon receipt of a noise complaint, the Contractor and/or City representative described in the first sub -bullet above shall identify the noise source generating the complaint, determine the cause of the complaint, and take steps to resolve the complaint. • Prepare Construction Noise Monitoring Plan. Prior to the start of construction, the City or its contractor shall prepare a Construction Noise Monitoring Plan which identifies: — Construction activities, hours of operation, and predicted construction noise levels; and — Construction noise monitoring locations, duration, and frequency. The intent of the Construction Noise Monitoring Plan is to document updated ambient noise levels, monitor construction noise levels, and verify compliance with the noise reduction requirements in mitigation measure 13-1. If monitoring indicates temporary noise barriers are not achieving a minimum 15.5 dB reduction in construction noise levels or otherwise indicates construction noise is Page 12 MMRP — Exhibit A to PSB EIR Resolution DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE (Performance Criteria) Implementation Entity Monitoring and Verification Entity Timing Requirements Signature Date resulting a 10 dB increase in noise levels above ambient conditions, the City shall increase the height, size (length or width), density, and/or amount of noise barriers installed such that attenuation requirements are achieved. The Construction Noise Monitoring Plan may be combined with and/or incorporated into the Construction Noise Complaint Plan described above. Impact 13-2: Project Groundborne Vibration Levels. Project construction activities could generate perceptible groundborne vibration at adjacent buildings, including residential buildings, for a period of approximately 8 months. Mitigation 13-2. To reduce potential groundborne vibration levels associated with construction of the proposed project, the City and/or it's designated contractors, contractor's representatives, or other appropriate personnel shall: • Prohibit Vibratory Equipment. The City shall prohibit the use of large vibratory rollers (small plate compactors are acceptable) and vibratory pile driving equipment during construction. Any deep foundation piers or caissons shall be auger drilled. • Provide Notice to Adjacent Property Owners / Occupants. Five (5) days advanced written notice shall be provided to adjacent property owners and building occupants before commencing all drilling and significant earthmoving activities within 65 feet of adjacent buildings. The notice shall provide the name (or title) and contact information (including phone number and email) of the Contractor and City - representatives responsible for addressing construction vibration -related concerns. • Prepare Vibration Mitigation Plan. Prior to the start of construction activity, the City or its contractor shall prepare a Construction Vibration Response Plan for the project which: — Identifies the name and/or title and contact information (including phone number and email) of the Contractor and City -representatives responsible for addressing construction vibration -related issues. — Contains a detailed schedule of drilling and substantial earth moving activities expected to occur within 65 feet of adjacent buildings. — Includes procedures describing how the construction contractor will receive, respond, and resolve to construction vibration complaints. At a City of Palo Alto Public Works Department in coordination with its construction contractors City of Palo Alto Planning and Community Environment Department Prior to issuance of construction related (demolition, grading, building) permits and during construction activities Page 13 MMRP — Exhibit A to PSB EIR Resolution DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE (Performance Criteria) Implementation Entity Monitoring and Verification Entity Timing Requirements Signature Date minimum, upon receipt of a vibration complaint, the Contractor and/or City representative described in the first sub -bullet above shall identify the vibration source generating the complaint, determine the cause of the complaint, and take steps to resolve the complaint by reducing groundborne vibration levels to less than 75 VdB and 0.04 in/sec PPV. Such measures may include the use of non -impact drivers, use of rubber -tired equipment instead of track equipment, or other measures that limit annoyance from groundborne vibration levels. Impact 13-3: Project Operational Noise. Noise generated by the parking garage ventilation fans and the public safety building generator, fire pump, and heating and air conditioning equipment may exceed standards contained in the City Municipal Code unless shielding or other means of attenuation is provided. Mitigation 13-3. To reduce potential stationary source noise levels associated with the operation of the proposed project, the City and/or it's designated contractors, contractor's representatives, or other appropriate personnel shall: • Site equipment away from residential areas. Garage ventilation fans and public safety building generators, fire pumps, and heating and air conditioning equipment shall be located outside of setbacks and screened from view from residential areas. • Enclose and/or Shield Stationary Noise -Generating Equipment. The City shall enclose, shield, baffle, or otherwise attenuate noise generated from garage ventilation fans and public safety building generators, fire pumps, and heating and air conditioning equipment. The attenuation achieved through such enclosure, shielding, and/or baffling shall be sufficient to comply with Section 9.10.050(a) of the Municipal Code. • Prepare Acoustical Study. In accordance with Chapters 9.10 and 18.23 of the Municipal Code, the City shall have an acoustical analysis prepared by a licensed acoustical engineer that demonstrates: — The proposed parking garage's generator would comply with the requirements of the City's Noise Ordinance (Section 9.10.050, as excepted). — The proposed parking garage's ventilation fans would not result in a calculated Ldn of 63.0 at sensitive residential rece.tor locations. City of Palo Alto Public Works Department in coordination with its construction contractors and licensed acoustical engineer City of Palo Alto Planning and Community Environment Department Prior to issuance of permits for noise generating equipment and prior to issuance of a certificate of occupancy Page 14 MMRP — Exhibit A to PSB EIR Resolution DocuSign Envelope ID: 01ECCD95-3E83-4328-9AFC-E861C40577A4 MONITORING VERIFICATION IDENTIFIED IMPACT RELATED MITIGATION MEASURE Implementation Monitoring and Timing Signature Date (Performance Criteria) Entity Verification Requirements Entity — The proposed Public Safety Building fire pump, back-up generator, and heating and air conditioning equipment would comply with the requirements of the City's Noise Ordinance (Section 9.10.050, as excepted) and would not result in a calculated increase of more than 3.0 dB Ldn at sensitive receptor locations. The acoustical analysis shall be based on the final project design, reflect the actual equipment type and location at the project site, and the actual noise enclosure, shielding, or other attenuation measures included in the final project design. If the acoustical study demonstrates the noise levels from these sources would be at or within 5 dB less than the Noise Ordinance limits, the City shall demonstrate through monitoring that the equipment complies with the anticipated noise levels. Page 15 MMRP — Exhibit A to PSB EIR Resolution ATTACHMENT E ZONING COMPARISON TABLE 250 Sherman Avenue Public Safety Building Table 1: COMPARISON OF PUBLIC SAFETY BUILDING WITH CHAPTER 18.28 (PF DISTRICT) Public Facilities Regulation Required Existing Proposed Minimum Site Area, width and depth 250 Sherman None 55,164 sf No change proposed PF Zone Setbacks - Minimum front, side, and rear yards in side, and rear yards of the most restrictive abutting district, than 20 feet, and no interior vard shall be less than 10 feet the PF zone sha provided no yard I be equal to the respective front, adjoining a street shall be less — Council approved code amendment to allow Cal Ave District exceptions for essential services facilities and parking garages Downtown and PSB Front/Rear and Street Side Yard Setbacks (SB) • Park • Birch • Sherman 20 feet except for essential services facilities and parking garages in Downtown and Cal Ave NA Park: SB 21'9=8" above grade, SB 0' below grade; Birch: SB 48' above grade to main building wall, 33' to canopy edge, and 25' to base of ramp cover, SB approx. 18' below grade Sherman: SB 25' above grade, SB below grade near Sherman Av PSB Interior Side Yard Jacaranda Lane 10 feet except for essential services facilities and parking garages in Downtown and Cal Ave NA Building SB is 20' or greater (SB range: 36'3" to 46'3" until second jog in property line), SB below grade is within 10 feet CMU wall/Fence SB is 10' until employee garden where SB to CMU wall is 3'2"' for length of 40' approx. wall height exceeds four feet PSB Site Coverage — based on most restrictive adjacent district (PF zone, which allows 30% coverage and 1:1 FAR) 30% NA 29.2% - complies PSB - Max. Floor Area Ratio (FAR); 1:1 NA 0.74:1 — complies PSB - Max. Building Height; SW corner is within 150' of residential RM-40 zone 35' at SW corner of PSB site within 150' of residential zone; 50' elsewhere; PF code requested to be revised for emergency telecom tower NA 139' emergency telecom tower does not comply; elsewhere height is 49 feet and complies (PSB is not within 150' of residential zone) Number of parking spaces Other uses not listed 155 public spaces 162 spaces for PSB; Director determines parking requirement for use not listed WATRY DESIGN, INC. July 12th, 2018 Architects Engineers Parking Planners City of Palo Alto Department of Planning & Community Environment 250 Hamilton Avenue, 5th floor Palo Alto, CA 94303 W A Y E S GROUP ARE:4-1 1 TECTS Re: 375 Hamilton Ave., Downtown Parking Garage, ARB Formal Review Project Description To Planning Staff and ARB Members: Attached is the formal ARB submittal package for 375 Hamilton Avenue, the proposed Downtown Parking Garage. The project applicant is Watry Design Inc., with Hayes Group Architects, on behalf of our client, the City of Palo Alto. This package includes 14 sets of half size drawings and two sets of full size drawings, including the vicinity map, neighborhood context, site plan, landscape plan, proposed floor plans, elevations, sections, and perspectives. SCOPE OF WORK Due to an increased parking demand and a shortage of available parking spaces in the downtown area, the City of Palo Alto has begun the process for the design of a new parking structure at the corner of Hamilton Avenue and Waverley Street. The primary goals of this project are to maximize the amount of structured parking while integrating the structure within the downtown context of retail storefronts. EXISTING SITE USE The site is located at the east corner of Hamilton Avenue and Waverley Street. The rear of the site adjoins Lane 21. The surrounding vicinity is a mix of downtown retail and office uses. Southwest of the property, at 345 Hamilton is the four-story AT&T central office. Northwest along Waverley are several one and two-story retail buildings, including historic buildings at 526 Waverley, a category 3 historic building and 510 Waverley, a category 2 historic building. Across Hamilton, to the Southeast, is the historic, two-story Post Office, a category 1 historic building. Across Waverley to the Northeast is the All Saints Episcopal Church. The site is more than 150 feet from any residentially zoned properties so increased zoning restrictions do not apply. The zone district is PF: Public Facility. The district has a 50 foot height limit. A PF zone amendment, allowing an exception to the seven foot special setback at Hamilton Avenue, was approved by Palo Alto City Council. Easements are not known at this time. The site area is 29,164 SF, accommodating a surface -level parking lot for 86 vehicles. There is a public restroom at the corner of Hamilton and Waverley. The Arborist Report identifies eight trees on the property, including one protected Coast Live Oak. The protected Coastal Oak is in fair condition with good grow but is not suitable for transplanting. The occupants of 526, 550 and 560 Waverley utilize a portion of the site to access the backs of their buildings and pick up trash and recycling. 2657 Spring Street, Redwood City, CA 94063 Phone 650.365.0600 Fax 650.365.0670 thehayesgroup.com Architecture and Interiors WATRY DESIGN, INC. PROPOSED USE Architects Engineers _ Parking Planners H A Y E S GROUP A. R C H I TE CTS The proposed parking structure shall be five levels above ground and one basement level with a ground floor retail area of 1,955 SF. The main entry to the building will be from Hamilton Avenue. Access is also provided from Lane 21, however this access will generally be for exit only with entry only in the event that the Hamilton Avenue access may be restricted. This project shall provide 325 total parking stalls. Of these, there will be provision for accessible spaces (8); electric vehicle charging (82, 17 to be installed initially) stalls serving the new retail area (6) and a stall serving 550 Waverley. A long-term bike storage room shall be provided at Hamilton Avenue near the main vehicle entry/exit. This room shall be approximately 438 square feet and have space for approximately 50 bicycles with additional space for child carriers etc. Short-term bicycle storage can be provided at the sidewalk near the retail space. A common refuse storage room shall be at Lane 21 near the secondary vehicle entry / exit. This room shall be approximately 450 square feet. It will serve the Waverley businesses and the proposed new retail space. The parking structure will be 50'-0" to the top of rail on the fifth deck with an elevator penthouse continuing to 63'-0". The building will be designed with infrastructure to allow for the future installation of photovoltaic panels mounted above the top parking deck. SITE AND BUILDING CONCEPT The proposed building sits three feet away from the property line at Hamilton Avenue; it extends four feet into the special setback. The building extends to the property line at Waverley Street. A continuous 12 foot sidewalk wraps both frontages. The structure is two feet from the interior lot line at the AT&T building. At the north property line, shared with 560 Waverley, the edge of the garage sets back 10 feet from the property line. This facilitates construction, provides a path for underground utilities, allows openings for natural ventilation into the parking garage, and lets light reach the existing windows at 560 Waverley. This necessary setback also creates an opportunity for a pedestrian walkway, focused on and leading to the secondary stair vertical circulation element. Additionally, a visual connection to All Saints Episcopal Church is created between the garage and the church by way of the new alley connection. The alley is visually enhanced with architectural paving, plantings, benches and decorative lighting features that will provide the infrastructure for a useable space. The primary stair and elevator circulation features are prominently positioned at the corner of Waverley Street and Hamilton Avenue since pedestrian way finding is an important aspect of garage navigation. At this street corner, the building edge erodes, creating a pedestrian court with access to the stair and elevator, as well as an entrance to the ground floor retail space that extends down Waverley Street. In order to maintain access for utilities, services and secondary means of egress for the existing buildings fronting Waverley Street, the garage sets back 16 feet from the shared property line at this location. Vehicle access will 2657 Spring Street, Redwood City, CA 94063 Phone 650.365.0600 Fax 650.365.0670 thehayesgroup.com Architecture and Interiors WATRY DESIGN, INC. Architects Engineers Parking Planners H A Y E S GROUP ARCH! TECTS be restricted in this alley to those vehicles needed for service. The alley will be enhanced with architectural paving, new planting, benches and lighting so that it can be a useable space. To satisfy the car count goal, the garage is four stories, with parking at the roof level, plus one level of basement parking. The main vehicle entry / exit shall be on Hamilton Avenue near the south corner of the lot since Hamilton is a more travelled way. A secondary vehicular exit shall be at Lane 21. The building will be naturally ventilated and as such must meet California Building Code requirements for openness. This requirement requires that the design must have a sustainably open facade to achieve the prescribed open area and open length. The basement will be mechanically ventilated. The building concept is one of transition and compatibility. The garage is integrated into the context of the downtown rather than being self-conscious and aggressive. An integrated building defines itself though program, connections with the site and context as well as streetscape character without replicating architectural styles but drawing from them. The general massing of the fagade is scaled to the street with a new canopy at Hamilton and Waverley. This canopy, higher at Waverley Street, relates to the adjacent retail and nearby Post Office arcade. The height of the AT&T building at seventy-five (75) feet serves as a backdrop to our building that is 50% shorter. The retail storefront assists in the transition to mercantile buildings along Waverley Street. MATERIALS, COLORS, AND CONSTRUCTION METHODS The primary construction material is poured in place concrete columns, slabs and walls. Along the street edges, the building base columns and shear wall are board -formed concrete in a natural color, similar to All Saints Church. Flat metal bars painted a dark bronze color infill the first floor openings to create pedestrian screening. The metalwork continues on the runs and landings of the stair, celebrating the metalwork found in the post office and other Spanish revival buildings. An illuminated perforated metal scrim wraps the main corner stair creating a lantern element that serves as a wayfinding device. This element is also the focus of the public art program for the building. Vertical metal louvers, fill the space between columns at the second, third and fourth stories. The vertical louvers serve to create a body to the building while allowing for the required garage ventilation. Their color is reminiscent of the terracotta colors found in the downtown. Above the roof parking level, a dark bronze metal 'cap' and metal railing create a cornice for the building. This design is enhanced by, but not dependent on, future columns and beams supporting photovoltaic panels. SIGNIFICANT CHANGES FROM THE PREVIOUS SUBMITTAL In response to board member comments on February 15th and June 21st, we have made several changes to the design. The building moved three feet back from the Hamilton Avenue property line, better aligning with the existing AT&T building. A pedestrian pathway through the structure leads from the bike parking entry near Gilman Street to Lane 21 near CVS as recommended by the Transportation Department. Responding to comments on proportion and massing, the heavy two-story arcade base is now a narrow canopy at Hamilton and Waverley. The material of the perforated metal shroud at the corner stair has been refined into a more open, transparent structure. The vertical fins were lowered to line up with the upper parking deck, and a new metal cap and open metal guardrail create a cornice at the top of the building. The bike locker received decorative screening, an accent paint at the back wall, and a protected walkway. A long planter shifted to add more bench seating Hamilton. Seating was also added near the corner plaza. The latest renderings of the garage show the public art incorporated into the perforated metal shroud at the corner stair. 2657 Spring Street, Redwood City, CA 94063 Phone 650.365.0600 Fax 650.365.0670 thehayesgroup.com Architecture and Interiors WATRY DESIGN, INC. Architects Engineers Parking Planners W A Y E S GROUP ARE:4-1 1 TECTS LANDSCAPE CONCEPT The landscape of the proposed parking structure is designed to enhance the pedestrian environment of downtown Palo Alto and encourages positive social interaction through providing an inviting streetscape and creating a unique and convenient pedestrian alleyway between the existing surrounding buildings and the proposed structure. The streetscape walkways are replaced and widened to provide more room for circulation along the proposed retail space on Waverley Street and for enjoying the built-in benches and landscaped raised planters on Hamilton Avenue. New street trees are proposed along Hamilton in enlarged, 4'x7' tree wells and a suspended pavement system to help ensure healthy growth of the new Ginkgo trees which reflect the existing species of the preserved street trees on Waverley Street. Three native Oak trees have been added on Hamilton to compensate for the removal of the one protected oak tree. The corner of the parking structure features a small plaza area that introduces decorative pavers which are also used in the pedestrian access alleys. The pedestrian access alleys offer a quiet and human scaled alternative route through the project site. To invite people to explore and use the alley we use decorative pervious pavement, generous benches, landscaped storm water treatment planters, and pedestrian scaled lighting. The storm water planters in the alley and to Lane 21are about three feet high, and will feature a combination of low growing foliage and flowering plants that provide year round interest and function to cleanse storm water directed from the parking structure roof. Planting species have been carefully selected to be successful in the alley environment and to enhance the pedestrian experience creating a pleasant atmosphere for what is expected to be a well -used passageway. Maintenance access for surrounding Waverley Street businesses is provided in the pedestrian access alley. Concrete paving is used at the north end for durable access to the refuse storage room. Vines trained to grow on the facade visually soften the appearance of the parking structure. PUBLIC ART The public art installation will form an integral part of the building's fabric. Public art shall incorporate into and onto the perforated metal panel screens around the stair at the corner of Hamilton and Waverley and above the parking entrance on Hamilton Avenue. GREEN BUILDING PROGRAM The building will comply with the mandatory requirements of the 2016 Non Residential California Green Building Code (CALGREEN + TIER 2). We look forward to our presentation and discussion with the Architectural Review Board. Sincerely, Ken Hayes, AIA Principal cc: Watry Design Group enclosed: Arborist Report, June 2017 2657 Spring Street, Redwood City, CA 94063 Phone 650.365.0600 Fax 650.365.0670 thehayesgroup.com Architecture and Interiors ATTACHMENT G Hardcopy plans to Council Members and Libraries only The City Council adopted the Environmental Impact Report (EIR) for the Public Safety Building Project on June 11, 2018. The Final EIR is viewable here: https://www.cityofpaloalto.org/civicax/filebank/documents/65005 Project plans, the Draft Environmental Impact Report and other documents can be reviewed at https://www.cityofpaloalto.org/PublicSafetyBldg and on Palo Alto Building Eye at this location: https://paloalto.buildingeye.com/planning ARCHITECTURAL REVIEW BOARD CITY OF EXCERPT MINUTES: September 20, 2018 PALO City Hall/City Council Chambers ALTO 250 Hamilton Avenue 8:30 AM Present: Chair Wynne Furth, Board Member Osma Thompson, Board Member Alexander Lew, Board Member Robert Gooyer, Vice Chair Peter Baltay. 2. PUBLIC HEARING: 250 Sherman Avenue [17PLN-00256]: Consideration of a Major Architectural Review Application for a Proposed Public Safety Building to be Three Stories Above Grade With 45,400 to 48,000 sf of Floor Area Above two Basement Levels With Usable Floor Area Within the First Basement Level, Five Surface Parking Spaces Within a Fenced Area and 143 Below Grade Parking Spaces (Including 12 Stalls in Tandem Arrangement), as Well as Two Operational Site Buildings Accessory to the Public Safety Building, Landscape Improvements, and a Public Plaza. City Council Approved the Environmental Impact Report and Public Facilities Ordinance Amendment on June 11, 2018. Zone District: PF (Public Facilities). For More Information Contact Chief Planning Official Amy French at amy.french@cityofpaloalto.org. Chair Furth: All right, our first Action Item is a public hearing, Item Number 2 on 250 Sherman Avenue, consideration of a major architectural review application for a proposed Public Safety Building to be three stories above grade with 45,000 to 48,000 square feet of floor area above two basement levels with usable floor area within the first basement level, five surface parking spaces within a fenced area and 143 below -grade parking spaces, as well as two operation site buildings accessory to the Public Safety Building, landscape improvement and a public plaza. It notes here that the City Council approved the Environmental Impact report and the Public Facilities Ordinance Amendment on June 11, 2018. Amy French. Amy French, Chief Planning Official: Good morning. Amy French, Chief Planning Official. We're back. Chair Furth: You are indeed. Ms. French: Three is the charm - this is the third meeting. There is a bit of a snafu there on the PowerPoint. I'm not sure what happened there, but this gives you the schedule. We are here at the third meeting. We've had quite a bit go before us. As you mentioned, the CEQA - Environmental Impact Report - was approved by Council back in June. The last we saw you was August 2, with a quick turnaround to get back here today. We did have a Council Study Session on Monday, and there were some comments. I'II go over those later, from the Council. They will be seeing this. A recommendation to the Council today is what we're seeking. And then, of course, the Council will this fall, see this project, as well as the construction budget, etc. But they did have a discussion this Monday. Some thing that the ARB has asked for, as noted in the report, was greater articulation. There have been some changes at the third -floor windows with some movement back and forth for an 18 -inch differential between the ins and the outs on those windows. The second floor, also inset glass. You can see a little bit here — well, this doesn't work. There, you can see a little bit inset here. It's kind of a depth at the second -floor window in this slide. The multi -purpose room is that area, and the plaza is considered for art placement. We have our Art staff member here, Elise, if there are questions on that. This shows the landscape concept, the pedestrian realm. The architect will go over this further, but there have been changes with that, the public seating. The landscape architect is here today to give a presentation. On Park Boulevard there has been a bit of City of Palo Alto Page 1 work there, as well, to widen the sidewalks, seating areas and create kind of a mini -plaza with a bike repair area and bike racks. So, there's been work on that. The landscape plan is developed. There are plant types, sizes, species and the seating areas do have arm rests. We had some transportation comments that are still in progress. Here they are. We basically need to make sure there is secure employee bike parking on this site. There are a couple of options there, either a secure room with racks or prefab bike lockers. And that would be part of the Transportation Demand Management Plan, so those are important. The Sherman Avenue exit, we need to be careful about those planters that there are sight distance triangles, so as not to impact pedestrian safety. So, we'll make sure that those are resolved prior to Council. The garage ramp design, there have been just some questions about dimensions on that, and you know, making sure that that's all going to be resolved. The Council Study Session on Monday, there were some comments on the glossy tile on the third floor, some concern there about the reflectivity and the architect will address that today. Then, also comment on the amount of hardscaping. There was always, you know, interest in how the tower is actually going to look. There was talk about the sizes of the appendages to the tower itself. Then, there were a couple of comments about, "Hey, can you increase the motorcycle parking spaces and bike parking." Overall, civic identity seemed important, at least to one Council Member, and then one Council Member noted that this was an opportunity for art, if that was one of the considerations for placement. That's my presentation. I'II turn it over to the Public Works staff, Matt Raschke. Chair Furth: Excuse me. Before you do that, could you expand a bit about civic identity, that comment? Ms. French: It was basically one comment from one Council Member saying that that was important. That he realized that there was kind of a tension between; you know, it's next to residential, it's near residential and there's more residential coming at the Courthouse area. So, it wants to fit in with residential but it needs to have some kind of civic identity, that that's important. Chair Furth: Identifiable as a public community building. Ms. French: Yes. Chair Furth: Thank you. Matt Raschke: Thank you Amy. Good morning. I'm Matt Raschke, Senior Engineer, Public Works Department. With me today also is our new Public Works Director, Brad Eggleston and I have my staff in the audience, Collette Chew. Today we're here for our third round. I just wanted to mention a few things about the recent events. Last week we had a community meeting at the Palo Alto Central Meeting Room. We sent out almost 2,000 postcards with nice renderings of both the Public Safety Building and the new parking garage, which is out to bid as of Tuesday, and we're expecting bids on October 15. So, that project is moving into construction and the primary focus of that community meeting was to talk about the construction impacts and how we're going to mitigate the temporary loss of parking while we build the garage. But, in terms of overall schedule, the Public Safety Building before you today is a very complicated building. It's not your typical warm shelled TI office building. This has a very complex interior that we expect to utilize the entire construction period of the garage to finalize that design and then get it out to bid, and hopefully, be able to break ground as soon as the garage is opening, so that we can keep the project on schedule. Right now, projecting construction escalation costs, as was mentioned at our Council Meeting on Monday, we're looking at the cost of the Public Safety Building would increase approximately $350,000 per month, based on projected escalation. So, we want to get that underway, so that we can not continue to further escalate that cost. Also, today we have the architect at Mallory Cusenbery from RossDrulisCusenbery, is going to present the project, and unless Brad has further comments, I'd like to hand it over to Mallory and get his presentation started. Mallory Cusenbery: Good morning. Chair Furth: Good morning. If you could say your name and spell your name for our transcriptionist. City of Palo Alto Page 2 Mallory Cusenbery: My name is Mallory Cusenbery, principal with RossDrulisCusenbery Architecture. And yes, Matt, that is a mouthful. Thank you very much for the opportunity to speak to you again, and as always, each iteration of this process gives us excellent comments and each time we come back we feel the design has been improved, so we want to thank you for that. We also want to thank the City, the Police Department, the Fire Department and the Office of Emergency Services for their continued dedication and support throughout this process. It's been very pleasurable. Our summary takeaway from the last session that we had with you was that there was measured support for the current design, that there was a sense that it was heading in the right direction, but that there were some continuance items that still needed to be addressed in order to meet approval. And that is our purpose at this meeting is to address some of those continuance items. There were a lot of comments, which I have summarized them in great detail for you on another sheet, but this is the synopsis. In general, we felt they fell into these categories. Category one, Improving the articulation of the massing, which meant addressing some visual reliefs, some addition of windows and human scale massing. The second category was to show more information of some of the materials that hadn't been represented previously. The third was to provide more information on Park Boulevard, that that area did not have enough graphic information to show what the design intent was. To advance the site design, including more information on landscaping and the design of the seating. To document proposed signage locations and to demonstrate the use and functionality of the interior louvers that will be visible from the outside that we had shown previously. I will address all of these in summary form in what follows. There are also a few continuance items that we were asked to study, but are not represented in the current design. I want to address them briefly. We can go into greater detail later, if desired. One of them was the request that we study a contrasting color for the upper fascia. The lower fascia has a contrasting color. We did that and our takeaway from that was that the contrast drew your eye up to the top of the third level, and we thought that worked at cross purposes to bring your eye down to the pedestrian level, so we have not incorporated that. There were two categories that we had mixed feedback from the board here on, and that had to do with the board - formed concrete and the proportion of the glass above the second level. We did look at both of those and we talked at length with the City, and the request from the City was that we continue with the current design as it is, which is the board -formed concrete tinted and the current proportions of the glass. And then there was one other topic, which is the making the multi -purpose room more glassy, and there has been extensive conversation about that. The current status is that, based on conversations with the Police Department, there is a concern that the glass at the ground level of the multi -purpose room introduces an operational vulnerability that is currently not acceptable for the Police Department, so we have not introduced the glass into that location. However, these aside, the other continuance items are adequately represented and are in these drawings, and I will walk through those right now to show you how those have been incorporated. The first category, and it is difficult to see, Brad, you're right, they were cut off, is the articulation of the massing. Does your screen show the whole thing? Because this one cuts back. I'll work off memory for mine. The articulation of the massing, you can see the, in this representation, which is a newer representation, you can see the two-story volume, has a lot of articulation. We show the deeper recesses, we show the addition of some windows, and the elements that provide some visual relief within that volume. Represented here as well, increase the differential on the face of the second level by 18 inches so some of the white areas and glass areas are recessed 9 inches, some are projecting 9 inches for the differential of 18, creating some shadow lines and some depth. Over here on the left you can see we introduced that on the Jacaranda side for the 9-1-1- as well as the offices up here, as well as the point that Amy had pointed out that a number of the windows are now much deeper recessed, not just this one, but as you move around it. We introduced this rendering to show our firm belief that the positive experience of this building is going to be in the way that it's experienced in the pedestrian realm. Colors, inflections, layering, portals, this building is going to change as you move around it and the approach has been to bring the attention down to the diversity of plants and colors at the ground level, and that's what this, among others, is meant to represent. And you can see there's actually, between the number of canopies, three or four canopies, you can see some people in view in the center in the distance. They are framed by five frames on the way back, and that's consistent with a lot of the experience as you move around the building. You have a very rich and diverse pedestrian environment. This represents the new windows that have been added. Some of the deeper recesses and the shadow lines introduced around the projected windows. There was reference at the City Council Meeting to the question about the reflectivity of the third level, and we are continuing with the City of Palo Alto Page 3 idea that that reflectivity, along with the glass, is the strategy that we will use to reduce the perceived mass of the building, because when you're at the pedestrian level you will see reflections of the sky at that third level. So, that's the reason for the continued reflectance of that. More detailed information on materials that hadn't been identified clearly before, we'll briefly go over this. This is the pedestrian ribbon, slice through that, that the fascia right up here is painted steel. The soffit, which was not identified previously, is a tinted stain on a board, tongue and groove cedar board, so wood. That wood texture is then echoed in the board -formed concrete below it, which is also tinted terra cotta. And then the seating, the precast seating, which is represented here matches the fascia. So, this pedestrian ribbon is actually a very limited palette, the terra cotta color, the charcoal color. And then the third material in that palette really is the plant scape. We don't want a high contrast building. We want the richness of the plant scape to be foregrounded. That material palette moves to the Birch Street side as well. Again, the soffits are wood and the board -form is there. And then as it relates to the porcelain tile on the pre -cast panels, we wanted to show you more detail on how that would be articulated. These are 12 by 18 -inch tiles. That's an off -the -shelf tile size and the tiles come with a natural variation, which we've attempted to represent in this rendering. It's a subtle variation, but it provides some visual relief on that surface to the concrete on the right, as well as the shadow lines of the windows and more shadow lines here on the deep-set windows and the new windows that were added in the locker room, which incidentally, we're showing them on the men's locker room side, but they will be added to the women's locker room as well. Full palette represented here, and we do have material samples, including initial pre -cast, I mean initial cast and placed poured -form concrete samples. They are all laid out here. We can bring them up to you at the end of the presentation. And a few images that just show the importance of that palette as you move through the pedestrian realm. The third category was more information on Park. So, you can see from this view now the proposed benches, planters and there will be a bicycle repair area, as well as the deep recess and wider sidewalk that is proposed for this area. I will remind everybody that there is parking garage below this, so all of this is on top of the parking garage below. So, this view is very illustrative. You can see on the bottom is the existing condition and above is the proposed condition. And the change is dramatic, when you have a group of people walking to lunch towards California Avenue, they have to walk single file, and we're not only providing the width here to walk side -by -side, but nested seating that's recessed back and not vulnerable onto the walkway, as well as the bicycle parking here on the right. And I do want to point out one other thing. We had this elevation before, but I think it was lost in the shuffle, and if you look here, this is the Park elevation. Your experience will be this one-story piece, which is consistent with the height of the retail buildings right across Jacaranda. The volume of the Public Safety Building is in the distance. You really won't be seeing it from Park substantially, and it's resonant with the scale of the Courthouse, which is also beyond. The fourth category, providing more information about the site, including landscape. These are wonderful landscape drawings. I will point out that Zoee Astrachan from Interstice, our landscape architect, is here and can answer any detailed questions. The summary version is that we have continued the original idea, which is also consistent with the garage design, that each orientation has a unique landscape identity, as to the different planter areas, depending on the role they play. You can see some of the plant types here by typology — stormwater, sidewalk planting, native, as well as the species. And more detailed cross sections through the site design elements, including the development of the seating design, as well as, and I will point out the sub - sidewalk design, which is designed with the intent of providing generous root space architecture at this pedestrian realm. These illustrations are meant just to show that our strong belief is that the experience of this project will be at the pedestrian level, and that the variety and interest at that realm offers, and that the building will be a background in that experience. Let's see, textures and materials here as we move around the building and that pedestrian ribbon. And my time is up, so I will summarize to say that on the signage you can see this diagram shows two signs... Chair Furth: If you need a few more, excuse me, if you need a couple more minutes, you should take them. Mr. Cusenbery: Okay, thank you. In terms of the information on the signage locations, two you have seen previously, which is signage location number Two and three, we're now showing one and four as the proposed other locations for primary signage. One and four will likely be more City identity signage, as well as the Public Safety identity, and the location of one is meant to offer orientation as somebody City of Palo Alto Page 4 approaches the building on that entry forecourt for the Police Department, and on four it is providing it on the Park Boulevard side. Obviously, the signage package will be developed subsequent to this, but those are the conceptual locations. And then the final category is providing additional information on the interior louvers. On the upper left you can see an installed version. We use these in a courthouse where the intent was to bring natural light into a courtroom, but give the court the ability to shut it out, should there be some kind of interference with the court proceedings. So, you can see it represented there. And the difference for what we're proposing for this project is that we would then allow operation, you can see a 9 -grid that would be an average grid that you would have in an office, a variation of positions for those screens to be, so that users will then alter them as they feel the need for lighting, for visual protection and/or desire for view. And the goal on that is to actually provide the randomness and pattern that comes from user control, so that there's a level of texture and interest on the building that changes over time, by time of day and by user on the interior. Okay, so that summarizes the quick view of some of the continuance items, and our hope is that these have addressed the intent and purpose of the comments, so, thank you. Chair Furth: Thank you. Anybody else? I have no public comment cards. I'd like to hear from the landscape architect about the landscape design. Would anybody else? Zoee Astrachan: Good morning. I'm Zoee Astrachan. I don't know if you want me to spell that or not, but I can. Chair Furth: You may not like the way it's rendered. Ms. Astrachan: Right. (spelled name and company). Chair Furth: Thank you. Ms. Astrachan: Good morning. Actually, the concept, as Mallory alluded to for the landscape, hasn't changed significantly. The shape of the spaces has inflected a bit as the, particularly on Birch, with the community space being developed. But this idea of sort of a continuous feel of a 'ribbon' of landscape that is the public interface still stands, and that on all, on three of the four frontages, it's an invitation to engage with what I would say is sort of the architecture of the landscape. There is seating designed on all three frontages with an emphasis, certainly, at the entry to the building, and on Birch Street with built- in seating that has box and arm rests in all cases. It's really important to us that it's comfortable. The material is smooth. It tends to be on the cooler side, this sort of terra cotta feel that is part of the building materials. But something that is inviting and receptive to people. The landscaping concept in terms of the street tree planting, I'm going to sort of emphasize a couple of points and then be open for questions. It has continuity along Sherman with the planting at the garage, but also with planting across the street, so the use of London Plane and Sycamore trees. Also, to fill our desire to have native plantings within the palette of street trees is very important. And that the scale of the trees, as much as possible on the sidewalk, is a little grander than many of the trees that are more internal to the site, given that we're on structure for all of, behind property line. The trees on Birch also match across Birch Street. They are Elms, Chinese Elms. Again. A larger stature tree meant to have a generous canopy. And then there's also a line of trees just inboard to that that's part of this sort of widened sidewalk back to the community room space. So, again, we're trying to provide shade and canopy. A sort of ceiling to that architectural space. A couple of other things. There's a resonance, I think, between - I'm just going to go quickly to the sort of materials — a resonance between, Mallory has mentioned of this sort of natural variation of the porcelain and our intent to have the paved areas, the sort of walking spaces along Sherman that's elevated, and then the entry to the building. You see the sort of stone, the intent that the paving material, I shouldn't say stone, it's either stone or pre -cast also has that natural variation. And there's this feeling of a slight difference but continuity with that idea that it's nature in an urban way, we'll call it. And then, also, some other materials, wall finishes where the flags come down, some of the bollards, those things again bring in a sort of element of texture within the space. Step back to the planting for a moment. I didn't mention that the street trees along Park Boulevard, I think we've added some attention to Park Boulevard and making sure that there's a sort of scale transition from the street City of Palo Alto Page 5 trees, again London Planes, that are continuous along Park on the blocks moving away from Cal Ave, so we've created sort of the completion of — not Cal Ave, sorry — of Park Boulevard toward Cal Ave by planting those trees, and then back of walk we've paired it with trees that are smaller scaled trees that, again, will be in the raised planters and provide shade and protection for the seating and that little bike repair plaza, and bike parking there as well, on that corner of Jacaranda and Park Boulevard, which I think is important. It seems that the bike parking on Cal Ave is well used and this would help support that from the neighborhood. So, the patterning that you see here and the tones, just to explain that, has to do also with our stormwater treatment strategy, and so we've, we have a really pretty strong concept of how that's going to work. A lot of the plantings I would say will be so highly differentiated from the stormwater plantings to the non, so most people passing by won't necessarily notice that that's what's going on, because we think that the drought -tolerant palette and then the native -based palette can work in both instances, but it will have a subtly different and sort of diverse palette moving around the site. That's our intent. So, for instance it will go from being grasses and flowers to being more floral -based or more grass -based in those different planters. I think that sort of covers things. I think there is, on Birch there is a little more what I would say, ornamental emphasis at the entry to the building in terms of the way the plantings are used, so it's a little more limited palette there, and used for very specific, there's a place in front of the community room, for instance, where, actually against the porcelain tile wall, and on that corner there's also a tree that's punctuating the end of the Jacaranda, which is a counterpoint to a similar tree at the Sherman and Birch intersection at the garage. So, those two things are sort of working to create these sort of sub -spaces that are landscape based around the building. Chair Furth: Thank you. Ms. Astrachan: Yeah, I think that's it probably, unless there's particular questions. Chair Furth: Vice Chair Baltay has a question. Vice Chair Baltay: Yes, good morning. Thank you for the information. You have a number of raised planters with, that are planted. You were just describing those. Can you tell me what the maintenance requirements are for the plants in those? Ms. Astrachan: Yes. So, we I would say generally we have an eye towards plants that are lower maintenance when we're selecting them, but that said, they're perennials, perennial plants and grasses which will need probably, I'm going to say for most of the plants, one to two, maybe three times a year to be, for instance, dead headed or have old plant material taken out, because of the nature of those plant types. But they are relatively low maintenance and are meant to have sort of dormancy built into the way that they look, we'll call it. Vice Chair Baltay: So, if I can put you on the spot, what would happen if... Ms. Astrachan: No maintenance. Vice Chair Baltay: No maintenance for the course of a year, what would it look like? Ms. Astrachan: You would have some flower heads that die, and they are staying in place. So, but that is actually sort of the look of some of the native plant landscapes, and I think that that's a sort of acceptable look. Everything will stay green around them. So, we tend to use a mix of plants, so it's very sympathetic to that happening. But no maintenance, I think would probably not be good for any landscape. So, I feel strongly that any landscape, such as the one around this building, for instance, needs some maintenance during the year. Vice Chair Baltay: We've just been suffering with the Post Office on Hamilton as not getting much maintenance and it looks rather overgrown, and I'd hate to see that happen here. Thank you though. City of Palo Alto Page 6 Ms. Astrachan: So, like I said, we try to be very mindful of using plants that are on the lower end of that spectrum, but all plants do need some maintenance. Chair Furth: Does anybody else have questions? I have one question. The planting to the front side, whatever, of the community room is designated stormwater planting? Could you tell me a little bit more about that? Ms. Astrachan: Yes. So, right now the challenge with stormwater planting is that we're, in many cases, addressing roof water and bringing that down to the ground to treat it in planting areas, which is the most, it's the somewhat most efficient and cost-effective way to do stormwater treatment. And the planting I think you're talking about is right in the corner, the very green in the middle of the screen, and we've allocated that right now, working with our civil engineer, there's definitely going to be some push and pull in terms of how the plumbing systems play out, so it's one of the areas that we've, like I say, we've dedicated right now and we would be very mindful that it's aesthetically pleasing and that, again, low maintenance, because it is right near the entry, and if the opportunity provides itself, it's one that we might shift to another location along Sherman Ave, if we can. We just wanted to make sure that we have a good distribution around the building, and that that one addresses some roofscape that we may need to use in that area. Chair Furth: And if that is a water treatment area, essentially, we would be seeing lots of reedy plants, or what? Ms. Astrachan: No, actually that's why I was referencing the fact that the California palette, there's many plants in there, and there's quite an extensive list that the County has of plants that we can use for that that include many of the plants that we use in ornamental landscapes already. So, that's why I was saying it's not so very different visually. The difference is that we would have to provide what we would refer to as a free board. A little distance from the top of the planter to the top of the soil level for the moment when that storm water starts to fill up. So, that's essentially the biggest difference, is that the soil level is a little bit lower in that planter. Chair Furth: Thank you. I believe we have some questions for the architect. Vice Chair Baltay: Good morning. Thank you for your presentation earlier. I have a question regarding the porcelain tiles on what I will call the mid -level band. The sand -colored tiles. I believe the drawings are saying these are precast panels, so the tile would be applied to the panels in advance? Mr. Cusenbery: Correct. Vice Chair Baltay: And I'm looking at your drawings. It seems to show a, I guess I won't use the word random, but the breakup is such that the tiles would have to be cut and placed, so that each panel would have to be a certain location on the building up front because, in order to keep the tile pattern continuous. Is that the case? Mr. Cusenbery: The way that we, this would customarily be done is, we would design a panelization three, maybe four unique panel types. So, on a given pre -cast panel dimension there might be three or four layout patterns, and when you put a different panel next to it, it looks random, but in fact, it's a repetitive pattern, but with three or four over the distance of the building, you're not going to be able to identify that that pattern, that panel and that panel match. Then the idea is, the way that they fabricate it, is that those predesigned elements are cast in a silicone. They lay down the tiles, cast over it, pull it up, reuse it, lay down the tiles, cast over it. So, there's more of a mechanical system than meets the eye. No, it's not a handset custom piece, but it is all done in the shop. Vice Chair Baltay: I'm sorry. I didn't understand that. You said they would lay down the tiles and then... City of Palo Alto Page 7 Mr. Cusenbery: Then cast the precast on top of it, and then when they lift the panel, the tiles are bound to the concrete. Vice Chair Baltay: Okay. Mr. Cusenbery: And then you have a choice of grouting or not grouting. Vice Chair Baltay: And I guess my concern was that, at least in your drawing, it looks like there are some tiles that one tile would be on two separate panels, and if these tiles also have a variation in color, how would you ensure that the same tile was next to another piece? Mr. Cusenbery: That's a very good question. Vice Chair Baltay: Because otherwise you're... Mr. Cusenbery: Carefully. Vice Chair Baltay: That is something you... Mr. Cusenbery: Yeah, that is something that we do, and will have to be very mindful of how the tile types are specified, but that's a very good question and it's something that we will have to be very mindful of, and how we craft the specifications. Obviously, we're not out there laying the tiles, but we will have to craft the specifications in such a way to see to it. And also, we will in all likelihood the panels will be numbered, so you can't just put, when you hang the panel, you can't just hang it anywhere. They will, each panel will have a specific location on the building that's going to end up. Vice Chair Baltay: Okay, that's the answer I was looking for. Thank you. Chair Furth: Are there any other questions? Board Member Thompson: I have a quick one. Are all the tiles flush with each other? Mr. Cusenbery: All the porcelain tiles are flush with each other. There are no projections. Board Member Thompson: Okay, they just vary in color? Mr. Cusenbery: Yes. This is one of these tiles. And the variation in coloration is very subtle, but it, what you won't have is you won't have this exact thing repeated over the entire building. There will be slight variations in the tone and in the location of some of the figure that's on the piece. But they are all flush and they are all flush and the all flush, that really is a product of efficiency for the pre -cast panels to not have the variation in depth which is not impossible, but more difficult to achieve. Board Member Thompson: And what's the rough dimension of the final pre -cast panel, roughly? It's sort of like, I'm kind of asking what the rhythm is. Mr. Cusenbery: I believe that's an 8 1/2 foot width. It's varied and it depends and it's been ranging between 8 and 9 feet in width and it will be floor -to -floor, so that will be 15 1/2 feet in height. Board Member Thompson: I see. Okay. Chair Furth: Are there any more questions? Thank you. Staff have anything they wish to add? Brad Eggleston: Just that, I'm Brad Eggleston, Director of Public Works, that we're very excited to be here for this third formal hearing and to have taken the design of the project as far as it's come and City of Palo Alto Page 8 incorporated your comments, which we think have really helped to improve the project, as Mallory had said earlier. Chair Furth: Thank you. Who would like to begin. Board Member Thompson: I have a quick question. Do you think we could take a second to look at the materials? Chair Furth: Sure. We'II take a quick break to look at the materials. [The following was when the Board was looking at the materials] (Inaudible, off mic) Chair Furth: Could you bring them up or speak to the microphone, one or the other, or both. We'II look at it and if you could speak into a microphone, then the audience will be able to follow you. Mr. Cusenbery: So, the book that you're looking at is the previous iteration that you saw previously. We have put colored stickers on the materials that are still in development, with a comparable colored sticker on the piece that's replacing it, so that you'll see on the porcelain tile sample we've replaced it with one that has more texture and variation. The previous one we had presented that's in the book was too plain. It was just solid color. So, that's why we varied to the other one. The previous book that you're looking at had a gray concrete sample with a terra cotta piece adjacent to it. Our intent is to match the terra cotta that's on the small piece. The sample that's circulating right now is our first pass attempt at that. We're working with fabricators to make those. There will be more samples of that. So, that should be not construed as a final. That should be construed as the first attempt at reaching that color that you see on the board. But, we are having the samples cast with the board form so you can see the impact that the forming has on the coloration as well. So, that's our first pass, and then the cedar that Board Member Thompson is holding is our first attempt at getting a semitransparent stain to match the color of the concrete that we had cast. So, the goal will be that all of this will match. Thank you for holding that up. The goal is that they will match and there will be a few more iterations on that final color. Chair Furth: Well, thank you for the samples. Mr. Cusenbery: That's a small version of the big one. Board Member Thompson: A small version of the big one? Mr. Cusenbery: Of the big one, yeah. So, that's the porcelain tile. Now I'm kicking myself I didn't bring all three. There were some, we had samples of the variation of the three. Unfortunately, the other two are at my office. [Board done looking at materials] Chair Furth: Well, this is very helpful. As you noticed last time, we didn't have specifics on materials and we're much closer now. Mr. Cusenbery: And I do want to underscore a point that Zoee brought up, which is that there will be a continuity in the texture, color and intent of the site materials to work in resonance with the building, so that the site and the building are not separate pieces. It's more of a continuity of experience and palette. Chair Furth: Thank you. Any other questions? City of Palo Alto Page 9 Board Member Thompson: Sorry, I just need a clarification. So, in terms of the three colors that are going on the pre -cast panel, that's one, and are the other two right there in this book, or are they different? Mr. Cusenbery: No, the book is not accurate. The book has, the previous porcelain tile that was in the book has been replaced by the one that Board Member Furth is holding, and the variation, you can even see a little bit of variation between that small sample and the large one. So, the range of variation will be more subtle. It won't be the difference with what's in the book. I don't have the range with me. Board Member Thompson: Can you describe what the other two? Mr. Cusenbery: We've tried to represent it as accurate as possible. It will have the same color tint. It will have figuring as well. And by figuring I'm referring to the slightly darker striations. The figuring occurs in different parts of the tile, and the chroma of the tile will be just barely, just a little bit different. So, when you put the three next to each other, you can tell they're not identical, but they won't be loudly different. They will be very subtly different, and we did our best to represent it in this drawing, the range as we see it. Chair Furth: Thank you. Anything else? Oh, yes. Board Member Lew. Board Member Lew: I have one question for staff. Are we approving the antenna today, or is that? Ms. French: The placement of the antenna and the... Board Member Lew: Just the placement, but not the actual... Ms. French: Where the antenna is. I mean, all the details that you have is what we know at this time. If there are some changes to the dishes, those... Mr. Eggleston: I think you're also approving the height of the antenna, but as far as the detailed design of the attachments to the antenna, that's not been completed yet, and we'll still have more work to do on that as design progress further. Mr. Raschke: And if I could add, I believe the basis of that rendering is the Mountain View antenna. We had taken an actual photo of that, and they have converted to the rendering. Board Member Lew: Thank you. Chair Furth: All right. Would somebody like to begin? I'll nominate than. Board Member Lew: I'll start. I can recommend approval of the project today. I thank you for your presentation. I think you addressed all of the questions that we had from the last meeting really well, and so I don't have any reservations whatsoever. I did want to comment on some of the Council comments. So, one I think was about the civic presence of the architecture in this building. It's interesting in Palo Alto, we've done it different ways over time. So, if you look at the old Palo Alto City Hall on Rinconada, it was meant to look like a house. Like it was not meant to be civic whatsoever. Or we have our old Police Station, and we torn down the original City Hall, which was sort of a Spanish style, and they were meant to be house like as well. They were meant to be more domestic. So, we haven't really — and then we have this building, which is fairly or tried to be fairly monumental and symmetrical and so we've done this different ways over time. In this case, I think you're trying to match the mid-century architecture of the neighborhood, and I think you do so successfully. And then I think the other thing you're trying to do is really make a landscape statement, the double row of trees and all the raised planters around the building, and that's partly to mitigate the security needs of the building, but also it also makes it a more desirable pedestrian experience. So, I think that's a valid approach, and so I don't have any reservations about that. I think my only thought is that maybe the antenna would come back, just if there is a final City of Palo Alto Page 10 design and color with all the attachments on it, I think might be a good idea. And if there are any other ways of improving what was installed at Mountain View, if there is a color change that could make it better or whatnot, I'd be interested in seeing, possibly interested in seeing that. And then I think also, on the landscape, I think there was a lot of work done between the last time we looked at this and this one. There were a lot of revisions in there, and I think they all look, I think they were all very well thought out. So, that's all that I have. Chair Furth: Thank you Alex. Robert. Board Member Gooyer: Okay. Well, I'm have a little bit more difficulty. First of all, let me start off by saying I want to thank the Police Department for taking me on the tour at the end of our last meeting. I'm well aware, based on what I see that you need a new building. What you've got here is amazing, what you're able to do with what you've got here. Having said that, I don't like to think that we're being told that the reason this needs to get approved is time, cost and complexity of the building. You know, my concern is that the outside of the building is a good representation of something that the City of Palo Alto will appreciate for the next 50 years. You know, these buildings have a tendency to stay around for a while. The problem I see with this building, and I've had this problem since day one is that, and the comment about civic identity has come up before. This building, to me, is sort of, well, let me back up. There are two approaches, especially to a Police building that you could do. You could either make it very subtle and low-key so it doesn't really look like it at all. Or you could really make it a civic monument. The problem is, either you're trying to do both or whatever the case, so it sort of fits halfway in between. To me this could be a school, and you know, so it's still sort of a public building, but with the increase of the landscaping that you've done, which I appreciate. I think the landscaping is very nice. The better the landscaping gets, to me, the less the civic image disappears. Those two seem to fight each other. Also, some of the comments we made, I have to disagree with my fellow Board Member here that a lot of the comments that we made last time were ignored, as far as I'm concerned, or minimally addressed. You know, undulation of the exterior wall, and now I see that the windows have been pushed out 9 inches. To me that's about as minimal as you can get. Also, the fact that, to me, civic building of any kind and board -formed concrete just do not match. I'm sorry, board -formed concrete should be something for utility room somewhere and that's about it as far as I'm concerned, unless you're going for a whole different sort of design concept. I find it very difficult to equate slick tile and polished finishes with board - formed concrete. The comments were made as far as having some sort of other solid or form at the baseline, whether it's brick or something like that. I'd almost rather see a sand -finished concrete than a board -formed concrete. I just don't think it fits a civic image. Like I said, I think the lighter tile is probably going to be better than the sort of beige -looking tile here, but I'm still on the fence with this. So, I'II hear what the rest of my Board Members think before I make an up or down thumb on this. Chair Furth: Osma. Board Member Thompson: Hi. Thank you so much for your presentation. I will try to address all these things in order. I know, you know, the list that you made of our comments and your responses to them looks very thorough. I will admit I sort of echo Board Member Gooyer's sentiments that when I was looking through this package again, it didn't feel like much had been addressed at all. A lot of the comments that we had about it being blocky is still the case, I think, in many ways. The materiality is something that I'm still trying to get my head around. I understand we don't have all the colors here. That's okay, but even this technique of prefabricated panels I think could be good, but the problem is that you still end up with what feels like a wall. I think the subtlety that you're trying to introduce is not enough. It's too subtle. I don't think anybody will notice that you've spent all this time creating four unique panels of extremely subtle colors to create specularity, because even in the render it doesn't read as something that is different. It almost looked as if you were attempting to break the grid with this pattern of the tile, and yet the grid still stood because of the way of the pre -cast panels, and so I don't know if there's another way you can break the grid. I think that would be a way to soften up the lines and make it less blocky. Again, I think relief is important and I think you could get there if you had some sort of dimensionality in that middle band. But I understand that the technique you're looking at maybe doesn't afford itself to that. At the end of the day I don't want to tell you what to do. All I can say is that City of Palo Alto Page 11 the solution that you've presented does not address the comment that it is still blocky. It's very flat. It feels like a wall. It feels like a box, and it needs to have a bit of relief in order for it to feel comfortable in the neighborhood. Otherwise, it will feel a bit too much. To talk about the board -formed concrete, I know we did have some differing opinions. I'm a fan of it. I think the issue that maybe we're both struggling with is that there is a sort of, I mean, the thing I like about board -formed concrete is that there is more detail in it than like a sand finish, and I don't want to put words in Board Member's Gooyer's mouth, but there is a hardness to board -formed concrete that maybe brick doesn't have as much. I would be open to seeing a different material. I think the detail is what matters the most to me, and the color. So, one way to mitigate that comment is that maybe you could look at a different material and it could still work as well. I appreciate the landscaping. I think that is a gigantic improvement. I appreciate the attention that you've put to Park Boulevard. That area looks a lot nicer than it did before. It's nice to see it. So, kudos on that. The site lighting plan, is that, the thing about the site lighting, I appreciate the E-1 fixture. There's a different fixture that's sort of a cigarette light, I think those cause a lot of light pollution, and it seems like — I think the aesthetic, yeah, these lights, I don't know, I think those could be, I'm a little weary of those in terms of, I don't know, making the area... The other light that you have that is sort of a more down light I think is a bit more preferable. This is not a big comment, but just to think about the parti of those skylights. I understand that you're tying to create a dichotomy, but in terms of, those lights don't shine on the ground. They kind of light up and I don't think they light people's faces as much. So, just reconsidering that. Yeah, in general I would say just to summarize, there's still a lot that I think was not addressed in the previous comments. The louver functionality, I understand that a bit more, but in terms of... I guess I should have asked a bit more questions earlier. Are these hand operated, does somebody? Mr. Cusenbery: Hand operated. Board Member Thompson: Okay, so you actually physically push it up and down. Yeah. In terms of the aesthetic I think it's a little lacking. Maybe that's because, and maybe that goes back to the relief, you know, because it is so blocky the relief is not there. The louvers sort of don't help that, being on the inside. So, those are my comments for now. At the moment I'm a little shaky if I were to recommend approval today. Chair Furth: Vice Chair Baltay: Good morning and thank you for the improvements and the nice renderings and presentation. I have to say I echo the sentiments of Board Members Gooyer and Thompson in that I don't think you addressed the serious comments we made about changing the bulk of the massive - looking part of the building. That said, I believe the entrance is of a wonderful civic quality and it does enough to mitigate what is otherwise a boxy building so that I can go forward with it. And I would like to even address the fact that some Council Members thought the building didn't have a fully civic quality to it. I think that that entrance on the corner is wonderfully civic. It's a beautiful stepping up plaza entrance into the building with a nice overhanging roof with wonderful landscaping with a public building, a multi- purpose building nearby. That takes you miles towards getting it to feel good. I think the real issue is that this is a very complicated problematic requirement inside, and it's everybody, the City, the architects, the Police even, everybody is struggling with how to accomplish all of this, and it lends itself to a building with big flat walls and a boxy look to it. I wish we could have spent more time perhaps lowering the roof, perhaps raising that third -floor glass so it's not down to the floor, but that's not a deal breaker for me. The issue that I do have that I'd like to see addressed, perhaps in the subcommittee, is some of the materials. I don't think the board -formed concrete is appropriate in this location. Respectfully Robert, I think board -formed concrete can be used on a civic building, but it has to be done so carefully and it has to be an integral part of the overall design. I think you're matching this with a fairly sophisticated palette of tiles and thin mullioned windows and fancy louvers and a lot of other things that don't remind me of board -formed concrete. I think that's just not the right choice for this building, especially when you look at the tall wall that supports the antenna structure. That's a very tall wall to be made of board -formed concrete and I would strongly like to see that come back on a subcommittee with an alternate material option. At least to have you study it and think about it. Looking at the sample here, which I greatly City of Palo Alto Page 12 appreciate having, just reinforces to me that that material is out of character with the other materials you've shown us, in my opinion. The second issue was with the sand -colored tiles and the questions I was asking. Honestly, I think you're just really going about it the hard way to install tile in advance at the bottom of a pre -cast form, and then try to make sure all the grout lines come together and all the tiles match across the panels. It seems to me a lot harder than just putting the tile on the building after the wall is up there. It's not that much tile, and that way you'd really be able to control a lot of the grout lines and stuff. I say that, in part, just because of the technique, but in part when I look at all your renderings, in my opinion you just haven't sufficiently aligned things like window openings or soffit heights with these tiles. When you're using this large format tile, I think it's incumbent upon you to align the various openings and relief and projections and elements in the building with these tiles. And it may be just that you're running out renderings very quickly and your focus was on specularity and texture, but I think that it really should and needs, it must be aligned to really pull off the effect, the sophistication that you seem to be capable of and asking for. So, I would like to see that also come back to a subcommittee, some evidence that the tile or grout line, the thought to how it's installed and put together really does support the importance of this building. The third thing on the tiles, and this is smaller again, is the upper floor white tile. I think it is too glossy, it is too shiny. You could make that a matte finish and still achieve your design effect, and I think several Council Members commented on it, and I think other Board Members have, that I don't think you're going to see a reflection of the sky in that. You have the overhang right above it. I think it will just look sort of too shiny and that just doesn't seem appropriate to me. That's my three comments on the materials that with those at subcommittee I can support recommending approval of the building. I do share Alex's comment that the antenna really should come back to us at some point, when we can see what that will look like. Not that I think we can do anything about the height of the antenna. That seems to be an important part of the function of this building, and it's inappropriate for us to say that not the aesthetics override that. That said, I've seen antennas like this done well and done poorly, and lot of times an engineer will just keep plugging on things to the side of the pole, and having it come back to us might be a counterweight to that, just to force a little more thought into how the whole thing is put together. It's an awfully tall thing. It's going to really be noticeable and just one more round of review on that I don't think is a big deal and would be helpful in the future. My last comment, and I think Board Member Furth will pick up on this, is to do with the public nature of the multi -purpose building on the front. I think that having the glass such that you can't actually see into the building when you're on the plaza reduces the civic quality of the entrance that I'm so enamored of, and I would love to see that glass brought down to the floor level, so that pedestrians coming in and out can see if they're late to the meeting they're going to or what's going on with our government officials. The same way that we have the meetings on the ground floor in this building, for example. Yes, it's more of a fishbowl, but yes, it's more democratic and it's more public. The police have a second meeting room deep in this building where they can hold more securely -needed functions. I think that would be appropriate here. But I'll end my comments with that. Thank you. Chair Furth: Thank you and thank you all for your long and hard work on all this. When I think of where we started and where we are, it's a radically different building in the way it presents itself to its neighborhood. So, I agree with, I think, most of my colleagues that the materials need further work and I think that could be done with a subcommittee, but I don't think they're at the level of detail and success that we would expect in a project that came before us, were it not a City project and we should hold ourselves to the same standard here. One of the things I did want to say was that we're always asking people to design a building in the round, and here you really have two fronts to this building. It's not in terms of the Police Department's use of the building, but you front on two highly traveled streets, and the impression that we create about civility of our City and the accessibility of our government and how much we care about people is influenced by those two sides, and I really appreciate the vastly improved Park frontage. Also, I forgot to ask, we did have a letter from Mrs. Chew, who is the owner of the building which includes Pro Bono restaurant expressing an anxiety about how Jacaranda Lane would work with trash bins and trash pickup. Could you tell me if you think that's something that could be resolved? Mr. Raschke: Our concerns were regarding the placement of the trash bins for her building, and also window washers and cleaning the side of the building that all would take place on the Jacaranda Lane right of way. So, I believe it could be worked out as a good -neighbor policy to accommodate those. The City of Palo Alto Page 13 trash bins are something we'll have to work closely with her, her tenants and the Green Waste of Palo Alto to make sure that she has the, they have the correct number of bins and frequency of pickup so that we, perhaps, can get those not stored on the alleyway or find another way to store those. But it is, her concerns are really about her current use of Jacaranda Lane. Chair Furth: So, this is a Citywide problem with alleys, where people have become accustomed to storing every increasing numbers of trash bins in the alleys, where they're actually not supposed to be? Mr. Raschke: Correct. Chair Furth: Okay. Because she had asked if we would consider relocating the entry back to Birch, and I think pretty strong consensus the answer to that is no. So, I look forward to you working with her to solve those problems. Thank you for the landscaping and particularly thank you for the legible list of plants. I really appreciate that. Did not need to get out my magnifying glass. My comment, my concern is about, principal concern is about the community room. When I was speaking to staff yesterday they mentioned that this room is so big that it requires an exit directly on to the plaza, which I think provides us with an opportunity to get the kind of engagement with the public that we need and want here. An interesting thing about, Alex was talking about our tradition of civic, you know, buildings and it's gone from Beaux Artes to let's look like a large ranch house to let's borrow somebody else's Edward Durell Stone plans to most recent to let's maintain Avenidas, which is, you know sort of, I always forget whether it's Spanish revival or whatever, but similar to our Post Office, which was designed locally, not on a national level because Mrs. Hoover lived here. And then, most recently of course, we both restored and replaced libraries. So, we've provided civic meeting spaces in most neighborhoods, but not this one, or many neighborhoods. And one of the great things that this building does is provide real civic engagement in this neighborhood, in that there will be a room that can be used for meetings when the City wants to convene discussions about the various things we convene discussions about. So, it's important that this room work well in that way. And I understand that it's designed to do so. So, for example, the restrooms on the ground floor are accessible from the lobby. They will be accessible from this office or this community room, even when the Police Department is not otherwise open, that the secure perimeter is behind that area. And I must say that even having a publicly available bathroom during business hours is admirable civic engagement. I would prefer more fenestration, as they say, more windows I would like continued work to figure out how that can be added in a way that still lets the Police Department, among other users, feel secure in their use of that space. In addition, I would suggest, since we need to have an exit from this room onto the plaza, we use that as an opportunity to provide direct engagement from the outside to the inside. I would also like to suggest that signage, which you have heard me rant on before, is another way to clearly identify this as a community room, as a civic community room, but still as a City -managed community room, but still as a community room. The Council may wish to name it after some admirable citizen so that that signage also tells you, this is a place where people can come not simply to report lost bicycles or more serious events. You know, the name of one of our Police Chiefs lives on in the Hotel de Zink, which is our homeless program, our homeless shelter program that we operate in religious institutions in this City, and that program is named after the Police Chief who set it up, and it's going, unfortunately, because the need persists, decades later. As to materials, there are settings in which I find board -formed concrete very beautiful. I think of the Pomona College Art Gallery, which uses deeply offset boards. It's got gorgeous inlaid pieces of design as well. So, it's designed, board -formed concrete. The tower, to me, does not look at all lovely, and I confess I really don't like the idea of terra cotta board -formed concrete. Concrete is not terra cotta, or maybe the Romans did it that way. I don't know. If so, it would still be around because they made great concrete. So, I'm not supportive of the existing color and material, but I do think it all fits together, and so my saying that I really think that's an unfortunate tribute to Stanford's terra cotta roofs, that doesn't need to happen and that may not be your intention at all, is not something that needs to hold the project up. But I think it should be referred to subcommittee. I'm concerned that the landscaping adjacent to the community room might be there or not be there, depending on engineering of water, and I'd like to know that, I'd like this to be approved with that staying there with its purpose in flux. I'm seeing the landscape designer nod her head that that is, in fact, intended as an aspect of landscaping but it's planting would vary with its purpose. If you would like to add? City of Palo Alto Page 14 Ms. Astrachan: I just wanted to clarify that that is, it's purpose as stormwater is in fluctuation, but it should purposefully be there. We think that's a good place for planting. MOTION Chair Furth: Thank you. I think it's a wonderful place for planting. So, to summarize, if I were going to make a motion to recommend approval of this desperately need, long-awaited project, I would recommend approval with the referral of the following items to subcommittee: One would be continued, I suppose we say, refinement of the design of the community room to emphasize it's availability to the public as a City -managed civic space, including treatment of the door directly into the plaza, signage and, if possible, additional windows keeping in mind the security concerns of the principal users of the building, that is to say the Police and Fire Departments, the Police Department. Also referring to subcommittee details of lighting and also referring to the subcommittee further refinement of the materials and also the — so antenna design, when do you expect to have that together. You mentioned that it's going to take awhile to get this, the functional bits and pieces of the building together. Mr. Raschke: Correct. Technical services of the Police Department is in the process of determining which radio systems may stay at City Hall and which may... Chair Furth: Which will move. Mr. Raschke: which will transition to the new building. Chair Furth: Would you prefer to bring the antenna here as a separate project, or have it go to subcommittee staff? Mr. Raschke: A subcommittee would be our preference, but... Chair Furth: Okay. Anyway, so I would also refer to the antenna design as it emerges to the subcommittee. So, those are my thoughts. I leave it to somebody else to make a motion. (inaudible) Chair Furth: So moved. Board Member Gooyer: I'm very curious to hear other Board Members opinions regarding the multi- purpose room before deciding on that. Board Member Lew: Can I as for clarification from staff? When I went on a tour of the Police Station, I was told it's not really a public, it's not a public meeting room. I guess I think it's also a Police... Mr. Eggleston: In the discussions we've had about the room, in some earlier renditions of the program for the Public Safety Building it was referred to as a community room. As that has evolved we started calling it a multi -purpose room and we've had discussions with the Police Department where the vast majority of its use they think would be for trainings and for events where they would be dealing with other public safety agencies, and that the emphasis would be less on the community aspect. Chair Furth: So, I think that's an important evolution and is ultimately up to the City Council, not us. It is striking. First of all, I believe that any healthy institution always expands to all space available plus some. No health institution ever feels it has adequate facilities. So that's a Council call, but it would be a pity to have the design not support that alternate use. You know, one of the difficult things about public safety is that it depends on the support and cooperation of the 99.9 percent of the population who does not care to engage in hostile or violent acts and in dealing with the other small fraction, maybe that's even too high, in dealing with that other small fraction of the population, we need to do whatever we can to continue to engage the vast majority of the population, which is the people who actually make this City of Palo Alto Page 15 community safe by their interaction with each other and with our public safety workers. And I think in this neighborhood where we are really short of public bathroom and public community spaces, this is important. And so, at least from the design point of view, we need to give ourselves and the Department and the rest of the City the flexibility to flex. You know, Palo Alto has the niftiest training room for five counties. It's going to be used all the time for Police training, but that doesn't mean we necessarily need to make that sacrifice. Community meetings tend to take place in the evenings. I don't think that's the high -intensity use for Police Training, but the users of the building know more about this than I do. I don't want this to be melodramatic, but I was reading a very thoughtful book that was tracing the mass murder tragedy of Oklahoma City to a response to the disaster at Ruby Ridge, and those are all about alienating ourselves from our own safety in our effort to preserve safety, and then leading to this ghastly disaster. And we're not going to do any of those things, but I do think on a much smaller level the value of designing this room so that it's identifiable as a community meeting place, and a civically managed one like our meeting over her, would be great. So, those are my thoughts. However, it's, and thank you Alex for asking the question, because I had noticed the evolution of the description. My thoughts are that we should design it so it can serve all these purposes and then it will be able to evolve effectively through the time as the needs of the City and the Department evolve. Thank you. Board Member Lew: I have a couple more questions on the motion. One, you asked for lighting details. Were you only referring to Osma's comments about the cigarette light fixture? Chair Furth: Does anybody have any other concerns besides that one? Board Member Lew: I actually had the same thought about that light fixture previously, but I don't recall that I actually mentioned it, but the thought had crossed my mind about that one as well. Chair Furth: So, would you be comfortable with simply a reference to the, would you explain that? Board Member Lew: Yes, fixture E-1. Chair Furth: Fixture E-1. Okay, review of fixture E-1 of the lighting. Anything they do to narrow the scope, I'm sure is useful to the applicant. Okay. Board Member Lew: I will second your motion. Chair Furth: Thank you. Is there any further discussion? Vice Chair Baltay: I'd like to be clear that Council hears us, that when we started this project there was a large public plaza in front. We've now changed that to have a public community room in front, and now we're changing that to be a multi -purpose room, and eventually it's going to changed to being a Police room, which has now replaced the public plaza. It seems to me that Council needs to make that decision, but I would recommend that they consider that a community room, in place of a public plaza. Therefore, the design should reflect that use. Board Member Gooyer: I have one question about that is that I find it strange that we call it a public community room and there is no access to the outside, direct access to the outside. Chair Furth: That's why I'm asking for that. Board Member Gooyer: Oh, okay. I thought you were just talking about the windows. I didn't hear anything about direct access from the... Chair Furth: No. This room is so big, it has to have direct access to outdoors to the plaza. Board Member Gooyer: Okay. I mean, if we're going to call it a community room, it needs direct access from the outside. City of Palo Alto Page 16 Chair Furth: I absolutely agree. That was the intent of the motion. Board Member Lew: We actually have, say like the... Right, but also the Rinconada Library as a community room, the main door is through, after you go through the main lobby. I think there is a — Matt would know — there is a second door off to the side which you need for exiting, but it's not like, it's not on the main approach to the library, so you don't, you know, see it. Like, technically you could go through there I think. But that's a security issue. Most, I mean, I've always been taught that, you know, in architecture is that there is security and there is always a control point, and it's usually one door, right? And there may be other doors, but they're not necessarily operable, and that's pretty normal. That's fairly standard. I understand the desire to have it, but I think you're going against all conventional wisdom about security. Chair Furth: Oh, I don't want to go against all conventional wisdom, but I do think that this design as approved should make it clear to the public that this is the X meeting room, so that when you're looking for it you know it's there. When you walk by you think, "Oh, there's a meeting room there. I wonder if. Board Member Lew: I get your point. It's just that generally it's a better design to do it that way. Chair Furth: Yes, and I don't know what the implications are of that door and coming in that way. I'm not an expert on this, but if we have an evening meeting, it's not going to work very well for people to have to pick up a phone and dial it to get admitted to it, because the difference between this and Rinconada is that that is a secured lobby door after hours. So, some way or other that problem needs to be addressed. It could be a series of operational practices. It could be design. It could be both. But the point is to, I think it's clear. I think I'm belaboring this. Board Member Gooyer: I have one other question about that. Is this room going to be used on a daily basis, almost all day by the Police Department, or is this sort of an extra room that is a toss up as to who wants to use it? I think that if the Police Department, if it becomes a, you know, a daily use of that room, then I think maybe it just needs to be a Police function room, and maybe you could put glass in it to see what, you know, what's going on or whatever, but I think we'd be wasting the space, I mean, especially with almost every Police Department, they never get a building as big as what they really need. So, I'd hate to see a large conference room because of its classification as a public meeting room go to waste most of the time because they really don't want to use it based on privacy or, you know, security, that sort of thing. So, I mean, I think that needs to be clarified as to basically what the use is going to be. Is it going to be 95 percent Police Department, 5 percent? Chair Furth: Well, I think, let's talk to staff about that, but I think this was not part of the building as originally submitted to us, right? This isn't... Mr. Eggleston: It was part of the building, but it was internal to the building, and we brought it out as a one-story element. Chair Furth: All right. Mr. Eggleston: Can I add something? Chair Furth: Please. Mr. Eggleston: This is a really good discussion. I think for us, we'd like to go back and talk with the Public Safety Departments some more about the details of this, and this would probably be a really good discussion for us to have with the Council, as you mentioned Chair Furth, when we take this project to them and have a discussion that, where there is a decision really about what the scope of this room is. Chair Furth: So I, as we said, this is their call, but this was originally presented to us as a community room, and I think we became very attached to that vision. So, perhaps I would add to my if this is City of Palo Alto Page 17 acceptable to the seconder, to my referral to a subcommittee that if the Council determines that this should function in part as a City -controlled community meeting room then. Does that make sense? It should be signed, etc., or do you want to just... I mean, I think it should be done no matter what, so it has that flexibility and my motion is assuming that it will meet security concerns as well. So, I think I'II leave it as it is, but it should be clear that we know that this is a Council call, and we think design flexibility might service as well over the next 50 years. Board Member Gooyer: Let me ask one other question. As I am on the fence, when you say "reconsider" or "more discussion about the exterior materials", what exactly does that mean? Chair Furth: It means that the people on the subcommittee agree with the — recommend a specific set of materials. It means you don't start again at ground zero. This is a design that has a lot of integration with itself and the building across the street. You don't suddenly decide that everything should be weathered wood, but there may be a different variance with what they have proposed, and particularly with respect to the board -formed concrete. Board Member Lew: Can I ask a question for staff? Do you typically allow for like a full-scale mockup of the materials? Usually it like when you have a contractor on board, do you typically do that? Mr. Raschke: Yes, we did actually do that for the Rinconada Library. I'd like to add in terms of the terra cotta color and board -formed concrete around the perimeter, it serves multiple purposes and one of the key ones is security for a deterrent for ramming vehicles. So, as far as materials go, the guts of that would need to be reinforced concrete. The finish is really, I think, and maybe perhaps the color would be would... Chair Furth: Well, perhaps I should say, would it be better if I said finishes rather than materials? Would that be in the scope of what you are concerned about. Vice Chair Baltay: I think any number of finishes can be applied to poured concrete and the issue we have is we want a material, I think we want a material that's got more harmony with the rest of the materials and some texture still. Chair Furth: Well, how about we chance, we could continue, whatever I said and instead of saying materials we say finishes and textures? We may not get Osma's vote. Board Member Gooyer: I don't think anybody's arguing the fact the you need the concrete down there for security, but as you said, how you finish it can be done in a multitude of ways. Mr. Raschke: and I take the blame for keeping the board -formed concrete, because when I just recently noticed after the last meeting that the project at 2555 has board -formed concrete as it's being finished up. So, the neighborhood has that finish currently with a new building going in. Chair Furth: Remind us what 2555 is? Mr. Raschke: 2555 Park Boulevard, it's just across from the Courthouse. Ms. French: That was the soft story building that was, you know, possibly historic mid-century modern that was removed through EIR process and replaced with office. Mr. Cusenbery: This building right here. Can you see my mouse? Right there. That right there is the board -formed concrete. Chair Furth: One we've reviewed. Thank you. [Male]: And it's looking really good. I went by there again today. City of Palo Alto Page 18 Chair Furth: We're pleased with our work and their work. Board Member Lew: You're saying refinement of the materials and finishes? Chair Furth: What I'm trying to say is what would make you all happy, which is sufficient to that the applicant City is reassured that we're not saying start at ground zero, but that we have sufficient leeway so that you end up with a satisfactory set of finishes that will get you the necessary, avoid, get you specularity, whatever that is, avoid glare and look appropriately civic and hang together. Board Member Gooyer: Yeah, I agree. I mean, I understand, you know, you're on a time crunch, but doing construction documents isn't going to get change based on what the finish is on the concrete on the first floor. So, that's why I'm trying to be specific here. I understand the need to keep going and I don't expect you to start construction documents and have us go, oh, no, no, the whole thing needs to change or whatever. Board Member Thompson: I think it may be questing of massing potentially, because that would change the design a little bit. A lot of my comments were about massing in general and actually, could we go back to that view of the entrance please? I was looking at that for a little while and I had a question. We can go, I think there was one a little bit further out. Nope, keep going. Sure, let's stay there. I have a question. So, the piece of board -formed concrete that's at the base of that skinny column, does that need to be thickened for protection or is there a reason that's so big? Mr. Cusenbery: This piece right here? Board Member Thompson: That's right. Mr. Cusenbery: That does not need to be that thick. That is part of the development of the ribbon as it moves around. It's a compositional decision, not a security decision. Board Member Thompson: Okay. So, the reason I brought it up is also partially because, and I'm not sure it really works in this view either, this material, given that there's something so massive and then there's the skinny thing that comes out. There's no relationship between the top and the bottom. If we change that material I think it will change the feel of this a lot. So, it's true, I appreciate and I was actually going to ask Wynne to repeat all the items that will go back to subcommittee, but I think if we wanted to do that, I think it's just a lot of items and I'm okay with going to subcommittee, we just have to really be thorough with all these items, and part of me worries that if we do change the board -formed concrete that's a different building entirely, and I don't know fi that would mean that we would have to look at it again. Chair Furth: So, I think, I know it's hard to sit up here and try to make collective decisions in front of an audience, but this is a really important project, and I think we should stay here working on it till we get it done. It shouldn't take too much longer. Of course, nobody else took notes on what I said, right? Amy French: I did. Chair Furth: Good. So, I was suggesting to take the easiest ones first, that we refer to, that we recommend approval, and when I say "make you happy", of course that's code for making it possible for you to vote to approve this project based upon the findings that we are required to make, so nobody thinks this is an emotional decision. So, the following would come back to us, to the subcommittee: The antenna design, right; the lighting detail figure E-1, is that correct? Fixture E-1, thank you. The design of the community/multi-purpose room to make it flexible for use by the Police Department and as a City - managed civic meeting room; and... Ms. French: I'll interrupt. A, B, C, door to plaza, signage, the potential windows. City of Palo Alto Page 19 Chair Furth: Including consideration of signage, door to the plaza and additional windows. That's consideration. None of those are required, right? I think we've sort of beaten that one to death. Why do I have a line here that says nature? And, and here I need your assistance, further review of materials with respect to finishes, textures and color. Vice Chair Baltay: Could we be more specific on that? Suppose we said an optional finish for the board - formed concrete. Suppose we said review of the patterning and layout of the sand -colored tile and reconsideration of the glossiness of the white tile up above. Chair Furth: My feeling is that once you start modifying anything, it all fits together, and so I would rather leave it a little broader and you can certainly work with the architect in that more focused area, but I figure once you tweak something you're going to decide you need to... The architect is going to tell you that if you do that, you're going to need to do this. Vice Chair Baltay: Okay, well I'll support it either way. So, whatever you guys think best. Chair Furth: Okay, that's my motion. Is there a second? Board Member Lew: I will second. (inaudible) Chair Furth: Thank you. We restated it to the point of redoing it, I think. Is there any further discussion? All those in favor say aye. Opposed? Hearing none, it passes unanimously. MOTION PASSED WITH A VOTE OF 5-0. Chair Furth: Thank you very much for all your hard work. I think we all really look forward to seeing this. So, construction here will not start till the completion of construction of the garage, right? Mr. Eggleston: That's correct. Chair Furth: And what is the anticipated year for that? Mr. Eggleston: Mid 2020. Chair Furth: Okay. So, that gives us a little time to work out the finishes. Thank you so much. Take care. Mr. Eggleston: Thank you. Chair Furth: All right, our thanks particularly for the tour of the admittedly grip but hardworking quarters of the Police Department. Thank you. We will take a five-minute break City of Palo Alto Page 20 Mary Q. Chu 2543 Bruce Drive Fremont, CA 94539 September 3, 2018 Matt Raschke Project Manager Palo Alto City Hall 250 Hamilton Avenue Palo Alto, CA 94301 RE: Problems the new Public Safety Building will create Dear Mr. Raschke: I am the owner of 2435-2439 Birch Street, the building which will be adjacent to the new public safety building. The new PSB will impact my property more than any other in the area. I have conformed to every city mandate, and two years ago I had to update an existing underground electrical system to conform to all the huge structures that are being built in the area, even though the old underground system was more than sufficient to service my property. The mandates, especially the underground system, were very, very expensive for a small property owner. My property houses Cafe Probono on the first floor and offices on the second floor. Cafe Probono has been in existence for 35 years, and Barbara's Bakery earlier. My tenants and I do our best to keep the property in the best condition possible. While I was at my property last week, I realized there are two areas of major concerns that must be addressed before the plans are finalized, thus eliminating future problems and lawsuits. The two areas of major concerns are: 1. According to the Illustrative Site Plan the opening to staff vehicle flow will be located adjacent to my property where garbage bins are located. All garbage bins for the buildings on CA Ave. between Birch and Park Ave. are located on Jacaranda Lane. While I was at my property, I saw two huge garbage trucks around mid -morning and many huge service and delivery trucks. Jacaranda Lane is not wide enough to accommodate the opening to the staff vehicle flow (both directions), the many garbage bins and the constant flow of huge trucks, so I recommend the opening to the staff vehicle flow be placed at Sherman Ave., which is much wider and will affect no or fewer existing establishments. I noticed the opening to the new garage will be located at Sherman Ave. which does not affect existing businesses that are located on CA Ave. 2. In the span of a year for the second floor I usually have the window washers 2 or more times, the carpet cleaner 5 times, HVAC service 3 times, Plumber 2 times, various repair people several times and tenants leaving and moving in. Each day there are several delivery trucks dropping off supplies to Cafe Probono. Cafe Probono also has services similar to the ones I have for the second floor. Even though these service people have heavy equipment, they have been able to park in the existing parking lot without any problems accessing my building. However, when the parking lot is eliminated, where will service and delivery vehicles park? There is no parking in front of my property. Will the City of Palo Alto create a parking zone in front of 2435-2439 for these purposes? As you know if parking is extremely difficult, vendors could refuse to perform services. This parking issue will be a major problem unless advance planning is performed. Your attention to these two matters is imperative. Working out problems in the planning stage will certainly eliminate future conflicts. I thank you very much for your cooperation. Very truly yours, CITY of City of Palo Alto (ID # 9469) PALO ALT© City Council Staff Report Report Type: Informational Report Meeting Date: 11/5/2018 Summary Title: 3rd Quarter 2018 ADU Development Activity Report Title: Report to City Council on Accessory Dwelling Unit/Junior Accessory Dwelling Unit Development Activity for Third Quarter 2018 From: City Manager Lead Department: Planning and Community Environment Recommendation This is an informational report and no action is requested. Background The City Council adopted Ordinance No. 54121 on May 8, 2017, which amended Title 18 (Zoning) of the Palo Alto Municipal Code to implement State requirements related to Accessory Dwelling Units (ADU) and to encourage the construction of accessory dwelling units. At the time of the adoption of the updated regulations, Council directed staff to provide quarterly reports on permits filed for the construction of accessory dwelling units. Council received the last development report summary on August 27, 2018 (Report #94672). Discussion In the third quarter of 2018, a total of 14 ADU building permit applications were filed. All the applications are under review. All the ADU applications were in the R-1 single family zone. The majority of applications filed (71%) were for sites in South Palo Alto. Five of the ADU applications were for new detached units. The remaining nine applications were for conversions of garages and other accessory spaces. 1 Ordinance 5412: http://www.cityofpaloalto.org/civicax/filebank/documents/57945 2 Staff Report 9467: https://www.cityofpaloalto.org/civicax/filebank/documents/66393 City of Palo Alto Page 1 For this reporting quarter, the majority of the ADU applications were for one bedroom units. The unit sizes ranged from 216 to 900 square feet, with an average unit size of 578 square feet. There were two projects proposed utilizing the floor area bonus allowed under the City's ordinance. The City has not yet received an application for a Junior Accessory Dwelling Unit. Additional details about the units reviewed and proposed are provided in the attached table (Attachment A). With the implementation of the State regulations in 2017, the City experienced a significant increase in ADU permit activity; averaging four ADU permits per month. In the third quarter of 2018, the City received 14 ADU applications, bringing the total for the calendar year to 41. Below is a summary of the ADU activity since the 2017 State regulations became effective. Table 1: ADU Applications Filed Since June 20173 Total Number of Applications Applications Approved Applications Under Review' Applications Withdrawn/Not Approved July 1— September 30 (Q3-2018) 14 0 14 0 April 1 -June 30 (Q2-2018) 20 7 13 0 January 1- March 31 (Q1-2018) 7 4 3 0 2017 (June -December) 22 16 6 0 Total 63 27 36 0 Source: Planning Department Accela Data 2018. Includes all projects with Building Permit applications filed from June, 2017. 3 Applications filed in 2016 and receiving Building Permit approval in 2017 are not included in this dataset. 4 This category includes projects pending applicant resubmittals. 5 Staff Report 9631: https://www.cityofpaloalto.orb/civicax/filebank/documents/66765 City of Palo Alto Page 2 ADU application processing time depends on a variety of factors including applicant's response time for resubmittals. In 2018, the average ADU permit processing time for all applications was 116 days. ADU Code Updates The local ADU regulations have been in effect for 15 months now; staff has encountered some challenges implementing the current code and proposed revisions to address these concerns. On October 1, 2018, the City Council reviewed and recommended approval of the staff proposed changes for the ordinance (Report #96315). The City Council included two other significant amendments in addition to the staff proposal: removal of the 5,000 square foot minimum lot size requirement to construct an ADU and waiver of development impact fees for establishment of a JADU and garage conversion to an ADU with no permitted expansion. The first of these items is included in the ordinance that will shortly be considered by the Council for final adoption, and the second will be incorporated into an amendment of Title 13 that the Council will consider before the end of the year. Attachments: Attachment A: 3rd Quarter 2018 ADU Data (PDF) City of Palo Alto Page 3 ADU Building Permit Applications Filed between July 1, 2018 to September 30, 2018 a Project Location 00 c o tJ Date Filed Building Permit Issued New ADU Converted ADU ADU Size (SQFT) v u co + Q N u to N D v v am oa u 2 a +�+ C a v v p s 00 1/2 u 2 N d w U Other Accessory Space Conversion 1 2 3 North Palo Alto South Palo Alto South Palo Alto R-1 09/27/2018 No x 599 641 R-1 09/25/2018 No x R-1 08/21/2018 No x 530 4 South Palo Alto R-1 08/10/2018 No x 562 5 South Palo Alto R-1 08/06/2018 No x 216 6 South Palo Alto R-1 08/03/2018 No x 482 7 South Palo Alto R-1 (8,000) 07/27/2018 No x 900 8 South Palo Alto R-1 07/26/2018 No x 415 9 North Palo Alto R-1 07/19/2018 No x 426 10 South Palo Alto R-1 07/12/2018 No x 899 11 South Palo Alto R-1 (7000)(S) 07/09/2018 No x 480 12 No Ai oalo R-1 (10,000) 07/06/2018 No x 433 13 14 North Palo Alto R-1 07/06/2018 No x 633 South Palo Alto R-1 07/03/2018 No x 884 Source: Planning DepartmentAccela Data 2018. Includes Building Permit applications filed from July 1, 2018 through September30, 2018 CITY of City of Palo Alto (ID # 9463) PALO ALT© City Council Staff Report Report Type: Informational Report Meeting Date: 11/5/2018 Summary Title: CAPER for the CDBG Program for FY 2017 Title: Consolidated Annual Performance and Evaluation Report (CAPER) for the Community Development Block Grant (CDBG) Program for Fiscal Year 2017 From: City Manager Lead Department: Planning and Community Environment Recommendation This is an informational report and no Council action is required. Background The preparation and submittal of a Consolidated Annual Performance and Evaluation Report (CAPER) is a requirement of the U.S. Department of Housing and Urban Development (HUD) for the receipt of Federal Community Development Block Grant (CDBG) funds. The attached document, Attachment A, was submitted to HUD on September 28, 2018, following the required 15 -day public review period. It is being provided to the Council for informational purposes only. Discussion This CAPER represents the third year of the City's Five -Year Consolidated plan covering the period 2015-2020 and summarizes the accomplishments under the CDBG program for the period July 1, 2017 to June 30, 2018. As required, the CAPER consists of specific program narratives, an assessment of annual performance, and an assessment of progress toward meeting goals and objectives contained in the Consolidated Plan. Finally, this CAPER summary report is intended to inform the public on how the CDBG funds administered by the City of Palo Alto during the 2017-18 Fiscal Year have been expended and describes the extent to which the purposes of the grant program have been carried out. The amount funded to specific activities is reported the year they are funded. However, due to the City of Palo Alto Page 1 nature of certain projects, it is common for projects to overlap program years and accomplishments are reported when the project has been completed and in some cases when the units become occupied. Summary of Accomplishments CDBG funds were used for public services and economic development activities. Palo Alto has five primary CDBG program activity areas in which to allocate funds: Public Services, Planning and Administration, Economic Development, Housing, and Public Facilities. Funds were allocated in accordance with the goals and objectives set forth in the 2015-2020 Consolidated Plan. The major accomplishments include the following: • Continued implementation of the Workforce Development Program which led to 32 previously unemployed individuals reentering the workforce; • Assisted 20 individuals in investigating their fair housing complaints • Services received by 614 homeless individuals at the Opportunity Services Center • Assisted 369 seniors in Long -Term Care • Services were provided to 142 persons through the SRO Resident Support Program by Palo Alto Housing • Assisted 6 people with domestic violence services; and • Improved access to 130 persons to decent affordable housing. Attachment A, provides a detailed description of the various programs and project accomplishments within the fiscal year. Resource Impact The total investment of CDBG funds in Palo Alto approved for Fiscal Year 2017-18 was $901,415. Of this amount, $85,014 was directed to public service activities, $336,400 for Economic Development, $365,529 for housing and public facilities rehabilitation, $32,012 for Fair Housing Services, and $82,460 was allocated for administration activities. Environmental Review For purposes of the National Environmental Policy Act (NEPA) and the California Environmental Quality Act (CEQA), this action itself is not a project; therefore, no environmental impact assessment is necessary. Attachment A: 2017 Consolidated Annual Performance and Evaluation Report (CAPER) Attachments: 2017 Consolidated Annual Performance and Evaluation Report (CAPER) (PDF) City of Palo Alto Page 2 CITY OF PALO ALTO FY 2017 CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT July 1, 2017 through June 30, 2018 Public Review and Comment Period: August 31, 2018 — September 24, 2018 Erum Maqbool, CDBG Staff Specialist Department of Planning and Community Environment 250 Hamilton Avenue, Palo Alto, CA 94301 T: 650-329-2660 E: erum.magbool@cityofpaloalto.org CITY OF PALO ALTO Table of Contents CR-05 - Goals and Outcomes 1 Progress made in carrying out strategic plan and action plan. 91.520(a) 1 Comparison of the proposed versus actual outcomes for each outcome measure submitted with the consolidated plan 91.520(g) 1 Assess how the jurisdiction's use of funds addresses the priorities and specific objectives identified in the plan 2 CR-10 - Racial and Ethnic composition of families assisted 4 Describe the families assisted (including the racial and ethnic status of families assisted). 91.520(a)4 CR-15 - Resources and Investments 91.520(a) 5 Identify the resources made available 5 Identify the geographic distribution and location of investments 5 Leveraging 6 CR-20 - Affordable Housing 91.520(b) 8 Evaluation of the jurisdiction's progress in providing affordable housing. 8 Discuss the difference between goals and outcomes and problems encountered in meeting these goals. 8 Discuss how these outcomes will impact future annual action plans. 9 Include the number of extremely low-income, low-income, and moderate -income persons served by each activity 9 CR-25 - Homeless and Other Special Needs 91.220(d, e); 91.320(d, e); 91.520(c) 10 Reaching out to homeless persons (especially unsheltered persons) and assessing needs 10 Addressing the emergency shelter and transitional housing needs of homeless persons 10 Helping low-income individuals and families avoid becoming homeless 11 Helping homeless persons 11 CR-30 - Public Housing 91.220(h); 91.320(j) 13 Actions taken to address the needs of public housing 13 Actions taken to encourage public housing residents to become more involved in 13 Actions taken to provide assistance to troubled PHAs 13 CR-35 - Other Actions 91.220(j) -(k); 91.320(i) -(j) 14 Actions taken to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment. 91.220 (j); 91.320 (i) 14 Actions taken to address obstacles to meeting underserved needs. 91.220(k); 91.320(j) 15 Actions taken to reduce lead -based paint hazards. 91.220(k); 91.320(j) 16 Actions taken to reduce the number of poverty -level families. 91.220(k); 91.320(j) 16 Actions taken to develop institutional structure. 91.220(k); 91.320(j) 17 Actions taken to enhance coordination between public and private housing and social service agencies. 91.220(k); 91.320(j) 17 CITY OF PALO ALTO Identify actions taken to overcome the effects of any impediments identified in the jurisdictions analysis of impediments to fair housing choice. 91.520(a) 17 CR-40 - Monitoring 91.220 and 91.230 19 Describe the standards and procedures used to monitor activities carried out in furtherance of the plan and used to ensure long-term compliance with requirements of the programs involved, including minority business outreach and the comprehensive planning requirements 19 Citizen Participation Plan 91.105(d); 91.115(d) 19 Describe the efforts to provide citizens with reasonable notice and an opportunity to comment on performance reports. 19 CR-45 - CDBG 91.520(c) 19 Specify the nature of, and reasons for, any changes in the jurisdiction's program objectives and indications of how the jurisdiction would change its programs as a result of its experiences 19 Brownfields Economic Development Initiative grants 19 [BEDI grantees] Describe accomplishments and program outcomes during the last year. 20 Table of Figures Table 1— Accomplishments — Program Year & Strategic Plan to Date 1-2 Table 2 — Table of assistance to racial and ethnic populations by source of funds 4 Table 3 — Resources Made Available 5 Table 4 — Identify the geographic distribution and location of investments 5 Table 6 — Number of Households 8 Table 7 — Number of Households Supported 8 Table 8 — Number of Persons Served 9 APPENDICES A - Public Hearing Notice B - IDIS Reports C - Section 3 Report D - Notes on IDIS Reports E - Public Comments CR-05 - Goals and Outcomes Progress the jurisdiction has made in carrying out its strategic plan and its action plan. 91.520(a) Below is a description of the progress the City of Palo Alto has made in achieving the goals outlined in its strategic plan and annual action. In fiscal year 2017-18, the City achieved the majority of its annual goals & is on track to meet most of the five year goals outlined in the Consolidated Plan. Unforunately, due to factors outside of the City's control, the City did not meet the Affordable Housing goal to rehabilitated 103 housing units. The reasons are described later in this report & the City is working with its subrecipient to ensure that work on the programs moves forward. Comparison of the proposed versus actual outcomes for each outcome measure submitted with the consolidated plan and explain, if applicable, why progress was not made toward meeting goals and objectives. 91.520(g) Categories, priority levels, funding sources and amounts, outcomes/objectives, goal outcome indicators, units of measure, targets, actual outcomes/outputs, and percentage completed for each of the grantee's program year goals. Goal Category Indicator Unit of Measure Expected — Strategic Plan Actual — Strategic Plan Percent Complete Expected — Program Year Actual — Program Year Percent Complete Affordable Housing Affordable Housing Rental units rehabilitated Household Housing Unit 103 0 0.00% 103 0 0.00% Economic Development Non -Housing Community Development Jobs created/retained Jobs 125 32 25.60% 30 32 106.67% CAPER OMB Control No: 2506-0117 (exp. 06/30/2018) 1 Fair Housing Non -Housing Community Development Public service activities other than Low/Moderate Income Housing Benefit Persons Assisted 100 20 20.00% 15 20 133.33% Homelessness Homeless Public service activities for Low/Moderate Income Housing Benefit Households Assisted 2500 756 30.24% 531 756 142.37% Strengthen Neighborhoods Non -Homeless Special Needs Non -Housing Community Development Public service activities other than Low/Moderate Income Housing Benefit Persons Assisted 2500 508 20.32% 298 508 170.47% Table 1- Accomplishments — Program Year & Strategic Plan to Date Assess how the jurisdiction's use of funds, particularly CDBG, addresses the priorities and specific objectives identified in the plan, giving special attention to the highest priority activities identified. The City of Palo Alto was able to achieve many of its goals outlined in the 2017 Action Plan and 2015-2020 Consolidated Plan. In total, the City's CDBG program assisted 1316 persons access needed services. Of these persons, 925 were extremely low-income, 70 were very low-income, 169 were low-income & 152 were moderate income. The City's subrecipient (Community Working Group/Opportunity Center Housing Development Corporation) received $220,000 in FY 17-18 to rehabilitate 88 affordable rental units at Opportunity Center for individuals and families who are homeless or at risk of becoming homeless. The project encountered unexpected issues involving changes within the organization. As a result, the project was delayed and no work was completed in FY 17-18. However, the City worked diligently with the sub-receipent over the last year to ensure that the project moves forward. The Rehabilitation work phase began in September 2018 & is expected to be completed by the end of 2018. The City will work with the CAPER 2 OMB Control No: 2506-0117 (exp. 06/30/2018) subreceipient to ensure that accurate accomplishment data is secured & that the information is entered into IDIS and reported to HUD. In addition, the City of Palo allocated a total of $145,529 in CDBG funds for the Minor Home Repair Program in FY 17-18. After discussions with the City's HUD representative, the program was developed under the Housing Rehabilitation category. Although a number of non -profits expressed interest when the City solicited proposals for a program administrator for the Minor Home Repair Program through its CDBG NOFA processs in November, 2017, no applications were received. After the initial NOFA was closed, the City staff reached out to local nonprofits regarding the program & decided to reissued a Notice of CDBG funding availability on February 9, 2018 with completed applications due February 22, 2018. The City received one application. Upon review of the application, the CDBG staff awarded the Minor Home Repair Program contract to Habitat for Humanity of the East Bay (Habitat) in May 2018. Habitat has many years of experience administrating similar programs throughout the Bay Area. Given that the Minor Home Repair Program is new, Habitat is focusing on conducting marketing and outreach to engage the community and increase awareness of the program. Thus far, about 10 residents have contacted Habitat, of which 4 are in dialogue to complete applications and 4 have completed applications & are in the process of being verified for program approval. Due to the factors described, the City did not meet its annual goal of providing repair assistance to 15 households in FY 17-18. The City and Habitat will work diligently to serve as many income qualified households as possible in FY 18-19 in hopes of achieving the annual goal. CAPER 3 OMB Control No: 2506-0117 (exp. 06/30/2018) CR-10 - Racial and Ethnic composition of families assisted Describe the families assisted (including the racial and ethnic status of families assisted). 91.520(a) CDBG White 840 Black or African American 239 Asian 103 American Indian or American Native 45 Native Hawaiian or Other Pacific Islander 11 American Indian and Black 3 Black and White 7 American Indian and White 22 Asian and White 7 Other, multi -racial 39 Total 1316 Hispanic 275 Not Hispanic 1,041 Table 2 — Table of assistance to racial and ethnic populations by source of funds Narrative The City of Palo Alto's CDBG funded programs and services served a diverse population and provided needed resources to those residents most in need. Sixty four percent (64%) were White, eighteen percent (18%) were African American, and eight percent (8%) were Asian. Twenty one percent (21%) of all the clients served were Hispanic. 4 CR-15 - Resources and Investments 91.520(a) Identify the resources made available Source of Funds Source Resources Made Available Amount Expended During Program Year CDBG CDBG 1,069,416 579,856 HOME HOME HOPWA HOPWA ESG ESG Other Other Table 3 - Resources Made Available Narrative See discussion below. Identify the geographic distribution and location of investments Target Area Planned Percentage of Allocation Actual Percentage of Allocation Narrative Description N/A N/A N/A N/A Table 4 — Identify the geographic distribution and location of investments Narrative The City considers the provisions of all types of housing assistance on a citywide basis consistent with the policies of the Comprehensive Plan. Palo Alto does not have specific target areas for housing activities; instead the City attempts to provide housing affordable to lower -income persons throughout the City. Minority concentration includes areas in the City where the concentration of racial and ethnic minority population is 10% or higher than their total citywide representation. There are only a few areas that are considered to have a concentration of minority populations or low-income residents in Palo Alto. The CDBG Program defines low-income concentration as any census block group where 51% or more residents earn 80% of MFI or less. An exception exists for a jurisdiction that does not have any areas meeting this definition, such as Palo Alto, which includes the highest quartile of all areas in the City in terms of degree of concentration, is used. However, Palo Alto does not qualify activities under the LMI area benefit category. 5 Leveraging Explain how federal funds leveraged additional resources (private, state and local funds), including a description of how matching requirements were satisfied, as well as how any publicly owned land or property located within the jurisdiction that were used to address the needs identified in the plan. Palo Alto leverages federal & private housing funds to the greatest extent feasible consistent with the goals identified in the 2015-2020 Consolidated Plan. Moreover, the City continues to encourage non-profit organizations to seek other local, state, & federal funding for both housing & non -housing community development activities. HSRAP: The City of Palo Alto provided $ 1,464,146 General Funds during fiscal year 2017-2018 to address primary human service needs in the community. These funds include multi -year agreements with others allocated by HSRAP and administered by the Office of Human Services in the Community Services Department. Funded projects addressed the Human Relations Commission's priority needs in the following categories: early child care and education, youth programs, senior nutrition and social services, homelessness, and basic needs such as health care and mental health. Additionally, a total of $65,000 was allocated to Project Sentinel and $50,000 to Youth Community Services for Youth Connectiveness in addition to the $1464,146 General Funds during fiscal year 2017-18. HOUSING IN -LIEU: The City of Palo Alto maintains a local housing fund consisting of two sub - funds: the "Commercial Housing Fund" and the "Residential Housing Fund." Palo Alto, under Chapter 16.65 of the Municipal Code, requires commercial and industrial development projects to pay a housing mitigation fee. The fees are deposited in the "Commercial Housing Fund", and the accumulated fees and interest earned on the fund are made available for the creation of new low and moderate -income housing units under the "Affordable Housing Fund Guidelines" adopted by the City Council. As of June 30, 2018, the Commercial Housing Fund had an available balance of approximately $6,485,545. Pursuant to Program H-3.1.2, the Below Market Rate Program of the City's Housing Element, Palo Alto collects housing in -lieu fees from residential development when it is infeasible to provide below market rate units on -site. These fees, along with interest earnings of the Fund and other miscellaneous revenues related to housing, are placed in a special fund; "the Residential Housing Fund". This fund is used to provide funding for acquisition or rehabilitation of low and moderate -income housing, but may also be used for assistance to new housing construction projects. As of June 30, 2018, the Residential Housing fund had an available balance of approximately $4,369,274. 6 These are the only local sources of funding and subsidies available for affordable housing within the City. They are used to provide matching funds, pay for expenses which exceed HUD income and cost limits, to fund the cost of features and amenities classified as ineligible under federal housing programs, pre -development expenses, feasibility studies, site acquisition, and other similar purposes. 7 CR-20 - Affordable Housing 91.520(b) Evaluation of the jurisdiction's progress in providing affordable housing, including the number and types of families served, the number of extremely low-income, low-income, moderate -income, and middle -income persons served. One -Year Goal Actual Number of Homeless households to be provided affordable housing units 0 0 Number of Non -Homeless households to be provided affordable housing units 15 0 Number of Special -Needs households to be provided affordable housing units 88 0 Total 103 0 Table 5 — Number of Households One -Year Goal Actual Number of households supported through Rental Assistance 0 0 Number of households supported through The Production of New Units 0 0 Number of households supported through Rehab of Existing Units 103 0 Number of households supported through Acquisition of Existing Units 0 0 Total 103 0 Table 6 — Number of Households Supported Discuss the difference between goals and outcomes and problems encountered in meeting these goals. As mentioned previously, the City's subrecipient, Community Working Group/Opportunity Center Housing Development Corporation, received $220,000 in FY 2017-18 to rehabilitate 88 affordable rental units at Opportunity Center for individuals and families who are homeless or at risk of becoming homeless. The project encountered unexpected issues involving changes within the organization. As a result, the project was delayed. However, the City worked diligently with the sub-receipent over the last 8 year to ensure that the project moves forward. The Rehabilitation work have began and is expected to be completed by the end of 2018. Discuss how these outcomes will impact future annual action plans. As discussed previously, the rehabilitation work at Opportunity Center and the Minor Home Repair Program has begun. The Opportunity Center rehabilitation work is expected to be completed by the end of 2018. The FY 2017/18 CAPER includes 88 units from the Opportunity Center rehabilitation project that were detailed in the 2018 Annual Action Plan. This goal will be meet but it was delayed. There is no future impact to the City's annual plans. The FY 17/18 goals for the Minor Home Repair were also not meet due to factors outside the City's control. The program is underway and the City and subreceipient, Habitat for Humanity, are hopeful that the program will be able to achieve the FY 17/18 and FY 18/19 goals in the near future. The City anticipates meeting all of its goal highlighted in the 2015-2020 Consolidated Plan despite not meeting last year's annual goal. Include the number of extremely low-income, low-income, and moderate -income persons served by each activity where information on income by family size is required to determine the eligibility of the activity. Number of Households Served CDBG Actual HOME Actual Extremely Low-income 925 0 Low-income 239 0 Moderate -income 152 0 Total 1,316 0 Table 7 — Number of Households Served Narrative Information In total, the City's CDBG program provided programs and services to 1316 persons. Nine hundred twenty five (70%) of these persons were extremely low-income, Two hundred and thirty nine (18%) were low-income, and one hundred and fifty two (12%) were moderate income. 9 CR-25 - Homeless and Other Special Needs 91.220(d, e); 91.320(d, e); 91.520(c) Evaluate the jurisdiction's progress in meeting its specific objectives for reducing and ending homelessness through: Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs The City's entitlement amount for FY 2017-2018 was $436,309. The City had $136,049 in program income and $329,057 in uncommitted funds from previous years. In total, the City provided $901,415 in direct CDBG funding and $1,464,146 in HSRAP funding. The following details the accomplishments of the CDBG funded subrecipients targeted to benefit persons who are low income, homeless, or at risk of homelessness. Addressing the emergency shelter and transitional housing needs of homeless persons The following agencies received funding from the City of Palo Alto to provide emergency shelter and/or transitional housing for homeless persons. LIFEMOVES - OPPORTUNITY CENTER, CDBG $37,328: The Opportunity Services Center continued to provide services to homeless individuals and those at -risk of becoming homeless. Services include drop - in services, showers and laundry facilities, lockers, light snacks, information and referral, transportation assistance, a clothes closet, medical and psychiatric screening and referral, inter -faith chaplaincy, and fellowship. In addition, the Hotel de Zink program along with the Breaking Bread Program continued with the operation. During the program year, the Opportunity Center served 614 unduplicated individuals. 431 unduplicated individuals received case management, housing/job search, referral and mentoring services; and 6,648 shelter nights were provided. PALO ALTO HOUSING CORPORATION - DOWNTOWN SRO HOTEL COUNSELING, CDBG $23,327: Palo Alto Housing Corporation provided one-on-one counseling, case management, and educational activities at Alma Place and Barker Hotel. The one-on-one sessions provided by the Resident Service Coordinator affords a systematic manner of addressing a diversity of issues these residents face. During the program year there was an increase in demand for more in-depth support counseling services to address mental health and emotional health issues. The SRO Resident Services Coordinator works closely with residents with severe mental health issues to ensure compliance with treatment guidelines and to reduce the risk of relapse. PAHC continued to expand the health and wellness program by collaborating with other non-profit organizations to host a health and resource fair. The goal of the event was to provide information and resources on topics of the areas of health care, counseling, transportation programs, social services, and food programs. During the program year, nutrition and fitness coaching services were initiated to provide residents with information, guidance and support as to how to develop an exercise and plan programs in order to improve their health and quality of life. 10 Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: likely to become homeless after being discharged from publicly funded institutions and systems of care (such as health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); and, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs The following agencies received funding from the City of Palo Alto to help low income individuals and families avoid becoming homeless. CATHOLIC CHARITIES - LONG TERM CARE OMBUDSMAN, CDBG $9,327: During the program year 369 unduplicated residents were contacted within the Palo Alto Long term care residences in Lytton Gardens Health Care Center, Lytton Gardens Residential Care for the Elderly and Palo Alto Nursing Center. A total of 82 complaints were received and investigated. DOWNTOWN STREETS INC. WORKFORCE DEVELOPMENT PROGRAM, CDBG $336,400: During the program year DST was able to continue their success rate and introduced a number of new programs into the existing Workforce Development Program. A total of 32 participants enrolled in the program and were placed in a variety of employment opportunities. Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the period of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again The following agencies received funding from the City of Palo Alto to help homeless persons make the transition to permanent housing and independent living. YWCA SILICON VALLEY DOMESTIC VIOLENCE SERVICES, CDBG $10,000: The YWCA Support Network Program provides domestic violence support services including counseling, case management, crisis counseling, and legal assistance. During the program year the Support Network Program provided 6 unduplicated clients with counseling, therapy and/or legal advocacy services. Crisis Counselors provided crisis line assistance to 40 individuals receiving crisis counseling services. Additionally, the Domestic Violence Program was able to provide 3 unduplicated Palo Alto resident with emergency shelter, including basic needs (food/clothing) and comprehensive case management services. SILICON VALLEY INDEPENDENT LEARNING CENTER - HOUSING & EMERGENCY SERVICES, CDBG $5,032: During the program year, Silicon Valley Independent Living Center (SVILC) conducted extensive 11 outreach in Palo Alto which resulted in 130 persons having improved accessibility to decent affordable housing. In addition, SVILC provided 141 people with information and referral services and 148 people with disabilities were given Housing Search training through a housing workshop at the Palo Alto Opportunity Services Center. SVILC will continue to reach out to other organizations, businesses and non -profits in Palo Alto to ensure the word continues to spread that SVILC is a valuable resource for Palo Alto residents with disabilities. PROJECT SENTINEL - FAIR HOUSING SERVICES, CDBG $32,012: During the program year, Project Sentinel provided community education and outreach regarding fair housing law and practices, investigation, counseling and legal referral for victims of housing discrimination, and analyses for City staff and officials regarding fair housing practices. In total, 20 fair housing complaints were investigated by Project Sentinel. 12 residents were provided individual consultation relating to specific fair housing questions and 108 individuals were assisted through outreach and presentations. 12 CR-30 - Public Housing 91.220(h); 91.320(j) Actions taken to address the needs of public housing The Housing Authority of the County of Santa Clara (HACSC) owns and manages four public housing units, which are all located in the City of Santa Clara. Actions taken to encourage public housing residents to become more involved in management and participate in homeownership While the majority of their units have been converted to affordable housing stock, HACSC is proactive in incorporating resident input into the agency's policy -making process. An equitable and transparent policy -making process that includes the opinions of residents is achieved through the involvement of two tenant commissioners, one being a senior citizen, on the HACSC board. HACSC has been a MTW agency since 2008. In this time the agency has developed 31 MTW activities. The vast majority of its successful initiatives have been aimed at reducing administrative inefficiencies, which in turn opens up more resources for programs aimed at LMI families. As mentioned previously, there are no public housing facilities in the City of Palo Alto. Actions taken to provide assistance to troubled PHAs Not applicable. 13 CR-35 - Other Actions 91.22O(j)-(k); 91.32O(i)-(j) Actions taken to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment. 91.220 (j); 91.320 (i) The City of Palo Alto has undertaken a number of actions to eliminate barriers to the development of affordable housing including participation in a county -wide effort to provide additional affordable housing units; programs in the 2014-2023 Housing Element Update to increase the supply of affordable housing; and the development impact fees for housing. Housing Trust Silicon Valley (Housing Trust):The Housing Trust, formerly the Housing Trust Fund of Santa Clara County (HTSCC), was created to provide additional financial resources to address the County's affordable housing deficit. The Housing Trust's mission is to make Silicon Valley a more affordable place to live. Loans and grants are issued to increase the supply of affordable housing, assist first-time home buyers, prevent homelessness and stabilize neighborhoods. Palo Alto was among the contributors during its founding and has continued to allocate funding. A provision was added to ensure the City's funds be used exclusively for qualifying affordable housing projects within the City of Palo Alto. The most recent included $200,000 from the City's Residential Housing Fund for Fiscal Year 2014/2015. Participation in the Housing Trust has increased the available housing funding for a number of Palo Alto Projects as summarized in the table below. In addition, the Housing Trust has invested over $100,000 assisting 16 households to purchase homes in Palo Alto through its first-time homebuyer program. Project Name Number of Units HTSCC Loan Amount Leveraged Amount Opportunity Center 89 $650,000 $20,050,000 Oak Court Apartments 53 $400,000 $19,700,000 Alta Torre 56 $689,439 $18,110,561 Tree House 35 $500,000 $11,016,525 Alma Street 50 $500,000 $28,536,801 801 Alma 50 $500,000 $30,000,000* Total 333 $2,739,439 $127,413,887 Estimated Amount Adjustments or improvements to A, ardc ble Housing Strotegies 14 2015-2023 Housing Element Update: The Palo Alto Housing Element, which is part of the City's Comprehensive Plan is the chief policy document describing the City's housing needs and the policies and programs the City will use to meet those needs. The 2015-2023 Housing Element Update has been certified by the California State Department of Housing and Community Development. Development Impact Fees for Housing: The City's impact fees are comprised of four categories: Housing, traffic, community facilities, and Parkland dedication. The City recently completed Nexus Studies for Residential and Commercial Development. The studies served as a basis for an update to both residential and non-residential housing fees and became effective on June 19, 2017. The housing fee for non-residential development is $20.37 per square foot for retail and hotel uses. The fee for commercial uses increased to $35 per square foot. The fee rate applies to all net new commercial square footage on a site. Full payment is required at building permit issuance with some exemptions including hospitals and convalescent facilities, private education facilities, public facilities and private clubs, lodges and fraternal organizations. Actions taken to address obstacles to meeting underserved needs. 91.220(k); 91.320(j) The City's CDBG program diligently works with other purveyors of funding to provide the most value per dollar. This is actualized by partnering with other City resources such as HSRAP and leveraging dollars invested in site acquisition for low-income housing with a multitude of other funding sources. However, Palo Alto is at a disadvantage in removing or eliminating obstacles to meeting underserved needs due to the consistently shrinking amount of CDBG funds available in recent years. To address this, the City supplements its CDBG funding with other resources and funds, such as: • The City's Human Service Resource Allocation Process (HSRAP) provides approximately $1,464,146 from the General Fund in support of human services. The HSRAP funds, in conjunction with the CDBG public service funds, are distributed to local non-profit agencies. • The Palo Alto Commercial Housing Fund is used primarily to increase the number of new affordable housing units for Palo Alto's work force. It is funded with mitigation fees required from developers of commercial and industrial projects. • The Palo Alto Residential Housing Fund is funded with mitigation fees provided under Palo Alto's BMR housing program from residential developers and money from other miscellaneous sources, such as proceeds from the sale or lease of City property. • The City's Below Market Rate Emergency Fund was authorized in 2002 to provide funding on an ongoing basis for loans to BMR owners for special assessment loans and for rehabilitation and preservation of the City's stock of BMR ownership units. • HOME Program funds are available on an annual competitive basis through the State of California 15 HOME program, and the County's HOME Consortium. Actions taken to reduce lead -based paint hazards. 91.220(k); 91.320(j) Lead poisoning can cause permanent damage to the brain and many other organs, and can result in reduced intelligence and behavioral problems in young children. More than 80,000 children younger than 6 years old living in the United States have lead in their blood that is above the level of concern set by the Centers for Disease Control and Prevention (CDC). A significant number of these children are in families of low income and are living in old homes with heavy concentration of lead -based paint and lead -contaminated dust and soil in the environment. The City's housing and CDBG staff provide information and referral to property owners, developers, and non-profit organizations rehabilitating older housing about lead -based paint hazards. There is no information that indicates lower income households are more likely to be exposed to lead paint hazards in Palo Alto than are families in the general population. The City's 2015-2020 Consolidated Plan has a more detailed discussion of lead based paint in the City. Any house to be rehabilitated with City financial assistance is required to be inspected for the existence of lead paint and lead paint hazards. The City will provide financial assistance for the abatement of such hazards in units rehabilitated with City funding. Actions taken to reduce the number of poverty -level families. 91.220(k); 91.320(j) The City, in its continuing effort to reduce poverty, prioritized funding agencies that provide direct assistance to the homeless and those in danger of becoming homeless. In FY 2017-2018, these programs included the following: The Workforce Development Program provided a transition from unemployment and homelessness to regular employment and housing through case management, job training, mentoring, housing, and transportation assistance. -Downtown Streets Team is a nonprofit in the City that works to reduce homelessness through a "work first" model. Downtown Streets Team utilized their community connections to provide training and job opportunities to homeless people, specifically in the downtown area. The Downtown Streets Team has helped over 789 team members maintain employment for 90 days or more and housed 842 individuals, including 610 team members since its inception. The Downtown Streets Team has initiatives in Palo Alto, Sunnyvale, San Jose, and San Rafael. As mentioned previously, the City provided LIFEMOVES OPPORTUNITY CENTER with $37,328 in CDBG funds in FY 17/18. The Opportunity Services Center provided services to homeless individuals and those at -risk of becoming homeless. Services include drop -in services, showers and laundry facilities, lockers, light snacks, information and referral, transportation assistance, a clothes closet, medical and psychiatric 16 screening and referral, inter -faith chaplaincy, and fellowship. During the program year, the Opportunity Center served 614 unduplicated individuals. 431 unduplicated individuals received case management, housing/job search, referral and mentoring services; and 6,648 shelter nights were provided. Actions taken to develop institutional structure. 91.220(k); 91.320(j) The City is striving to improve intergovernmental and private sector cooperation to synergize efforts and resources and develop new revenues for community service needs and the production of affordable housing. Collaborative efforts include: Regular quarterly meetings between entitlement jurisdictions at the CDBG Coordinators Meeting and Regional Housing Working Group Joint jurisdiction Request for Proposals and project review committees Coordination on project management for projects funded by multiple jurisdictions HOME Consortium between member jurisdictions for affordable housing projects Recent examples include the effort by the County to create a regional affordable housing fund, using former redevelopment funds that could be returned to the County to use for affordable housing. Another effort underway involves the possible use of former redevelopment funds to create a Countywide pool for homeless shelters and transitional housing. These interactions among agencies generate cohesive discussion and forums for bridging funding and service gaps on a regional scale. Actions taken to enhance coordination between public and private housing and social service agencies. 91.220(k); 91.320(j) The City benefits from a strong jurisdiction and region -wide network of housing and community development partners, such as the County and the CoC. To improve intergovernmental and private sector cooperation, the City will continue to participate with other local jurisdictions and developers in sharing information and resources. In addition to the actions listed above, the City will continue to coordinate with the City's human services funding efforts to comprehensively address community needs. Identify actions taken to overcome the effects of any impediments identified in the jurisdictions analysis of impediments to fair housing choice. 91.520(a) The City makes every effort to affirmatively further fair housing in compliance with the adopted Analysis 17 of Impediments. During Fiscal Year 2017/2018, the City continued to support actions to affirmatively further fair housing through a subrecipient agreement with Project Sentinel, a non-profit organization dedicated to assisting individuals with housing problems discussed in detail below. The following is a list of actions taken to affirmatively further fair housing: • HCD has certified the City's 2015-2023 Housing Element update • The City targeted the majority of its CDBG and local housing funds to increasing and preserving the supply of affordable housing • The Office of Human Services regularly met with the County of Santa Clara Housing Authority to place homeless individuals with section 8 vouchers • Affordable housing information and referral services were provided by the Office of Human Services During Fiscal Year 2017/2018, the City continued to support actions to affirmatively further fair housing choice through a subrecipient agreement with Project Sentinel, a non-profit organization dedicated to assisting individuals with housing problems. Project Sentinel responded to and investigated 20 cases of housing discrimination in Palo Alto during the fiscal year. 18 CR-40 - Monitoring 91.220 and 91.230 Describe the standards and procedures used to monitor activities carried out in furtherance of the plan and used to ensure long-term compliance with requirements of the programs involved, including minority business outreach and the comprehensive planning requirements Under the CDBG Program, the City conducts desk reviews and on -site monitoring of subrecipients. Last year the City completed on -site monitoring of three non-profit organizations. Since the City operates under a two-year funding cycle there are some subrecipients that receive funding for two years and are only required to have one on -site monitoring during this time. Typically, subrecipients who have had trouble implementing projects or have been identified as having compliance issues in a previous monitoring are selected for the annual monitoring. There were no major deficiencies identified during the previous monitoring. The City will be conducting on -site monitoring of four subrecipients in the next two to three months consistent with the Subrecipient Monitoring Plan. Citizen Participation Plan 91.105(d); 91.115(d) Describe the efforts to provide citizens with reasonable notice and an opportunity to comment on performance reports. A notice regarding the availability of the draft CAPER was emailed to interested organization and persons. In addition, a notice informing the public of the availability of the CAPER was published in the Palo Alto Weekly on August 31, 2018. The draft CAPER was available for public review and comment for a 24 -day period, beginning August 31, 2018 and concluding on September 24, 2018. Copies of the draft report were available at the City's Planning Department reception desk, the Development Center, and on the CDBG website. Finally, the Human Relations Commission held a public hearing on Thursday, September 13, 2018 to take public comment and discuss the CAPER. The City Council will receive a copy of the final CAPER along with any public comments received in early November. CR-45 - CDBG 91.520(c) Specify the nature of, and reasons for, any changes in the jurisdiction's program objectives and indications of how the jurisdiction would change its programs as a result of its experiences. Not applicable. Does this Jurisdiction have any open Brownfields Economic Development Initiative (BEDI) 19 grants? No [BEDI grantees] Describe accomplishments and program outcomes during the last year. 20 CR-45 - CDBG 91.520(c) Specify the nature of, and reasons for, any changes in the jurisdiction's program objectives and indications of how the jurisdiction would change its programs as a result of its experiences. Not applicable. Does this Jurisdiction have any open Brownfields Economic Development Initiative (BEDI) grants? No [BEDI grantees] Describe accomplishments and program outcomes during the last year. 21 Attachment Cover Page 22 CITY OF PALO ALTO FY 2017 CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT July 1, 2417 through June 30, 2018 Public Review and Comment Period: August 31, 2418— September 24, 2018 Erurn Magbool, GDI3G Staff Specialist Department of Planning and Community Environment 250 Hamilton Avenue, Palo Alto, CA 94301 T: 650 -329-2660 E: erum,rnael ool citvofnalaalto,org 23 Appendices 24 CITY OF PALO ALTO APPENDICES 25 CITY OF PALO ALTO This page intentionally left blank 26 CITY OF PALO ALTO A - PUBLIC HEARING NOTICE CITY OF PALO ALTO NOTICE OF PUBLIC REVIEW AND COMMENT PERIOD FOR PALO ALTO'S CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT FOR THE PERIOD JULY 1, 2017 TOJUNE MD, 2018 Notice is hereby given that the City erf Palo Alta has completed ar draft performance report foe tha Community Development Block Grant (CDBG) Program for Fiscal Year 2017-18. The Draft Consolidated Annual Performance and Evaluation Report (CAPER) is available for public review and comment prior to its submittal to the U.5. Department of Housing and Urban Development. The CAPER represents the third year of the City's Five -Year Consolidated plan covering the period 2015- 2020, and covers the assom plish merits art ler the CDBG program for the period July 1, 2017 to June 34, 2018, It consists of specific program narratives, an assessment of annual performance, and an assessment of progress toward meeting goals and objectives contained in the Consolidated Plan. Public Review and Comment Period: The draft CAPER will he available for public review and comment for a 15 -clay period, beginning on Monday, August 27, 2018 and concluding at 5;00 p.Im on Tuesday, September 11, 201E- Written comments may be submitted during the review period and should be sent to the City of Palo Alto, Department of Planning and Community Environment, Attention: Erum Marlbool, CDBG Staff Specialist 250 Hamilton Avenue, 5'" Floor, Palo Alto, CA 94301, Cornment can also be submitted via e-mail to erum,n7aabool ci ppaloalto,orR.. Public Hearing.. The Human Relations Commission will hold a public hearing to take public comment an the draft CARER on Thursday, September 13, 2018. The Public Hearing will be field at 7:00 prm., or as soon as possible thereafter, in the Palo Alto City Hall Community Meeting Room, 250 Hamilton Avenue, Palo Alto. To Obtain a Copy of the CAPER; Copies are available at the Planning Department reception desk, City Hall, 250 Hamilton Avenue, 5`" Floor, the Development Center located at 285 Hamilton Avenue during regular business hours, by ca II ing {650 329-2561, or visiting the City's CDBG website: httosl/www.citvofnoloalto.orewaidenisininilonR range olartninRfcarnmunity develvoment block R rant/default-asp Persons with disabilities who requireauxiliaryaids or services in using City facilities, services or prograrns, or whys would like information on the arils compliance with the Americans with Disabilities Act {ADA' of 1990, may contact. ADA Coordinator, City of Palo Alto, 650-329-2550 (Voice) ada cityofpaloalto,org 28 CITY OF PALO ALTO REVISED NOTICE OF PUBUC REVIEW AND COMMENT PERIOD FOR. PALO ALTO'S CONSOLIDATED ANNUAL PERFORMANCE AND EVALUATION REPORT FOR THE PERIOD JULY 1 2017 TO JUNE 30, 2018 Notices hereby given that the City of Palo Alto has completed a draft performance report for the Community Development Block Grant (CDB+G) Program for Fiscal Year 2017-1S. The Draft Consolidated Annual Performance and Evaluation Report (CAPERM is available for pubic review and comment prior to its submittal to the U_5, Department of Housing and Urban Development, The CAPER represents the third year of the CJty s Flive-Year Consolidated plan cowering the period 2015- 2020, and covers the accomplishments under the CORG program for the period July i, 2017 to June 30, 2018. It consists of specific program narratives, an assessment of annual performance, and an assessment of progress toward muting goals and objectives contained in the Consolidated Plan. Public Revile* and Comment Perio& The draft CAPER will be available for public review and comment for a 1S -day period, beginning on Monday, August 27, 211$ and concluding at 5:00 p.m. an Tuesday, September 11, 2018. Written comments may be submitted during the review period and should be sent to the City of Palo Alta, Department cif Planning and Community Environment,Attention: Erum Magbool, CDBG Staff Specialist, 250 Hamilton Avenue, 5"' Floor, Palo Alto, CA 94301. Comments can also be submitted via e-mail to erum.mactool@icityofpaloaito.org_ Public Hearing: The Human Relations Commission will hold a public hearing to take public comment on the draft CAPER on Thursday, *September 13, 2018_ The Public Hearing will be held at 7.00 p_m., or as soon as possible thereafter, in the Palo Alto City Hall Community Meeting Room, 250 Hamilton Avenue, Palo Alto. To Obtain a Copy of the CAPER: Copies are available at the Planning Department reception desk, City Hall, 250 Hamilton Avenue, 5'" Floor, the Development Center located at 285 Hamilton Avenue during regular business hours, by ca ll ing (650) 329-2650, or visiting the City's CDHG website: https://www.titycifpaloalto-orP/ROYidePtSiolnilonit range.}Ianningfcommunity development block p, rantfdefault.asp 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 (Alit) of 1490, may Contact, ADA Coordinator, City of Palo Alto, GSa-329-2550 (voice) ada ' cltyofpaioalto,org 29 CITY OF PALO ALTO REVISION 2 NOTICE OF PUBUC REVIEW AND COMMENT PERIOD FOf•R. PALO ALTO'S CONSOUDATED ANNUAL PERFORMANCE AND EVALUATION REPORT FOR THE PERIOD JULY 1 2017 TO JUNE 30, 2018 Notice is hereby given that the City of Palo Alto has completed a draft performance report for the Community Development Black Grant (CDBG) Program for Fiscal Year 2017-18. The Graft Consolidated Annual Performance and Evaluation Report (CAP€RM i5 available for public review and comment prior to its submittal to the U=5. Department of Housing and Urban Development, The CAPER represents the third year of the City's Fiore -Year Consolidated plan oavering the period 2015- 2020r and covers the accomplishments under the CDBG program for the period July 1, 2017 toJune 30, 2018. It consists of specific program narratives, an assessment of annual performance, and an assessment of progress toward meeting goals and objectives contained in the Consolidated Plan. PublicReview and Comment Period: The draft CAPER is available for public review and comment for a 25 -day period, which began on Friday, August 31, 2018 and will conclude at 5:00 p.m. on Monday, September 24, 2018. Written comments may' be submItted during the review period and should be sent to the City of Palo Alto, department cif Planning and Community Environment, Attention: Erum MagbooI, CDBG Staff Specialist, 2510 Hamilton Avenue, 5"' Floor, Palo Alto, CA 94301. Comments can also be submitted via e-mail to erum.maaboolPcityofpalaalto.org_ Public Hearing: The Human Relations Commission will hold a public hearing to take public comment on the draft CAPER on Thursday, September 13, 2018_ The Public Hearing will be held at 7:00 p_m., or as soon as possible thereafter, in the Palo Alto City Hall Community Meeting Roorn, 250liamilton Avenue, Palo Alto. To Obtain a Copy of the CAPER: Copies are available at the Planning Department reception desk, City Hall, 250 Hamilton Avenue, 5'h Floor, the Development Center located at 255 Hamilton Avenue during regular business hours, by calling 050)329-24C, or by visiting the City's CDBG website: https:/fwww_f,.ityafpaloalto-preigov/depts}pinrlvng ranga_planning/community development block g rantfdefault,r75p 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 1890, may nantact ADA Coordinator, City of Palo Alto, G50-329-2550 {Voice} ada %cltyofpaloalto,org 30 ▪ 3.5915 L'.4 Kat [r M. El .b mils rg fr In. .18,. 5rm hei !El . xl 5n,r10- ward lly LIST Ohir yfN. ,x lhgv 1r ,S • SALE S 9 days 117.8% IMUM sae raAY`iEM marmxt.c, raUc0144 V.WRITFtrmcr rr:.rWI*maid •Ililblirrradiml. 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Gsa.rYY.'Jy . iilr.Y.tair.}I 31 �Zii; Police Blotter 4:41 pm. I'cu.y iiix.ft.5ffl block of W. Middlefield Road. LOS ALTOS WEDNESDAY 12»07 a.m. Pii on cited for reckless driving, 1290 block of Villa St. 9:55 a.m. — a'ehdcle smlen, 1540 block of Kathy Line. 12239 p.m. — Theft. 1-99 block of rine Lane, ATHERTON WEDNESDAY 11:26 a.m. Owner finds his parkod vehicle has been damaged by another vehicle. El Camino. REDWOOD CITY SATURDAY 128 p.m. — Money allegedly stolen form a cash regider by an employee of the hu:ines.., Roosevelt Ave. 1-1.-.35 p:m, — Strong-arrn robbery. El Camino SUNDAY 2:20 a.m. — Man arrested for public drunkenness. Veterans Blvd. 11:36 a.m. — Home burglary, Sunset Drive - 7:13 p.m^ — V h icic eicnkn, f' al+lrvelt Ave. 10:34 p.m. — Crmplaiii or Irn1:1 n1usiC, Parkwl1c%1 VY:i}. 11:26 p.m. \1st .014,90:1 for public d.11.1nkcarects, Hudson St. ]1:48 p.m. Complaint or lurid musicJonesCourt_ 12:08 a.m. — Stolen vehicle recovered, Wcodside Road. 9:35 .in. — Stolen vrhicic recovered, Maple St. 422 a.m. — Man w7esrcd for creating a distudtiance after he tries to get inside a home, Hamad:St, 2:39 p.m. — Man hit by a vehicle, Broadway. He suffers minor injuries_ 3:15 p.m. — Vehicle stolen, Stafford Si 6:07 p.m. Vehicle stolen, FJ Cammtr. 10 p.m. Dlrl arrest, Middlefield Road. SAN CARLOS AUG. 11 4:26 p.m. — Jeffrey Alan McIntyre. 6 t , of S iii Carlos, arrested for driving with a suspended or revoked license and on a misdemeanor warrant, 504 block of Old t"ou my Read. AUE.12 2:48 a.m. Pablo Marcelo Moran, 29. of M i llhrae, clued for sleeping in a vehicle, Bayport Ave. and Washington St. x3:45 a.m. Raul Eduardo Molina Linares. 24, of Fast Palo Al10, cilcd for driving with a suspended or row:A: A Iiixnrse, El Camino and St, Francis Way. 9:22 pm. — Arras of a. school spray-paintut1.7[l4 block of Dartmouth Ave. 31:59 p.m. — Chriatophcr Matthew Crew, 43, of Portland, arrested fur possessing drugs and E1111.1f paraphernalia, 1 60 block of El Camino. Jillian Pellerson. 33, of Susan+,illc, is cited for driving with a suspended or revoked liconsc and possessing drug parap ioniiiliu. BEL14'1ONT THURSDAY 10:50 e.m. — Person makes threats to a cable company, Clipper Drive. 3733 p.tn. — Woman reported to be shoplifting from a store, 1200 block 01El Camino- Marion rays CaputDng 51, is ;nested on a misdemeanor warrant from another agency. FRIDAY 3:04 pan. — Pcrstln arrctnl m a warrant, Ralston Ave_ 5:06 pan. — Three %omen and one man steal name keyrhains, SIarpees and nachos free) the 7 -Eleven at the 76 gas station, 1(11 Old County Road, 9:24 p.m. — Jillian P4ltWrson, 35, cited for driving with a suspended or revoked license, South and Holly roads, All Your Eggs in the Stock Market? Diversify Now to Gold ( ] & Silver 1fl Shea 1964. the wisest advice and beta Messier geld & sllvel are right here In Menlo Padt. MISH INTERNATIONAL MONETARY INC. -Showroom of Precious Metals and Rare Coins - 115x4 University Drive (at Oats Grove) • Menlo Park • (650) 324-9110 W^NW. fn i s hi rite mat io nal,com GRAND OPENING Come visit us at our new location' FE Sm CLEANINGS ile .00 Ilpr rr)1#C wll1Ui --- 4)(V i tfi/ LIr61120 IIML 011L41 Implant Special $4000 OFF Implant f;atu re r Cursiam AbuFment r Implant Crown I'. 40f`: f93'.: lu 4.4 2111 11PIIT Fn THAI, C.F FFR Braces Special $2000 OFF 444341TH PEWS PRICE. Lit I nr4ris1 lira neng ,wx m4'f rip's JI! lime or. Mon Du$ n$R PhD 810,repl PrillrrP. 7i prrsel Xcleeel18. X11 hlrhllr Phut dIMPIAMT5.O(THGDOPFTIC 5 Implants Prdathodentica General • Pediatrics Periodontics • Endndnntins Orthodontics Your one slop for multi -specially dental excellence www.i •smiladanfal.cam Wk. rroe Sims Reece. lanng ntof 19P]tRerinls Or N111m 0015 n0 Dr IMO 404 MS Eri&dantislr. Pr 11I114110NU Pralthldamist: 01 C 41n 095. M$' 6011m11811 Podod ngsl: 0r Linda LINO MS Dr. 1, DWI 970 W. EI Camino Real, Suite 1, Sunnyvale • 1450] 252-5555 • inicei-saniledemol.oem CITY OF RA LO ALTO Fir1cs September 7,2019 ee1r Pori 19 Stock -Up for School We put Noe fun Into bock -to -school shopping. FLIAin E Come in. Be inspired. 510 WOverley 5t • PCIO Alto • 656.322.4510 DESK DEPOT Used & New Office Furniture Balch 01 USED AERON chadrs available (6501 969-3100 09 Pioneer "ASEI-NA MOUNTAIN 'VIEW —$lwR CAU1A.1IEMU Ier ama day deliver acres the say kirk 4saCbd+rIw15 '110 5% % OF' bur ro*1.T7 rush ry uron Li.. PI 01043104 RT-'M F, M161rfi666rilr Tare Man to 21 :,d ea•r. 5E0 910N 2 NOTICE OF PUBLIC REVIEW AND COMMENT PERIOD FOR PALO ALTO'S CONSOLIDATED MENIAL PERFORMANCE MO (EVALUATION REPORT FOR THE PERIOD JULY[, 291? TOJUIJE 36, 3013 malice le 1ra'eay gins dial the Cry or PabA1 W bas cnmpleded a drag pwlblrnarlc• 14pdn ler the Community Dev nerseat end, Grant (CDOGI Program far Fn.! Year 2117.16. 1128 D1211 CCnBdfallnd An18J8J Perermane8 era Evaluel an Report ICAPERI i8 xral0414p IOr 16466 rav0nr 81114 9Prrar1ant plop lu its suhmnlal tf, Pre U.S. Depertlnen1 vi 1I i 04 g and urban 0aveneanat The CAPER represents the I1ed }ear of the Cny's Fve•Y r conlldldat8d pffin Cao841Pg 1108418104120141-24321].. aria Carers ma arraleptshman24 order leo GMBC+imrgram for Iha paned July t. 2917 141 Jude 3D, 2914. 11 s aneisi5 of 0acv1a p5I 4101 narratives. en asseee1nenx of arm eel p cronenece. and an 804181 emen'1 of pmgess Inward 11aeting goals are obpo4ues Contained In 11‘.9 C1&,0 981841 11rr1. Pi IO A•.*. nerd C88 518m Pen001 Ttso 11rail CARER e available for drink rericw r:rull681111W kh a 25 -day p 14014, 8 4041414.8110,1121184. ALgLa1 31, 2016 and wtn eimehlde at 6:00 p.m. m k%anday, Seplornhar 24, 2319. Wrmlen ®eall8eb may ber enameled during 1Pe pavers, ceded and ehOWd be sect lo- the cry or Para Aar, 0gpammanl o1 Ple1rerlg arro Curnrl1un441 Enrnlunme1L Aaerx48: Erum 1igh+.+1 0090 SW Specialist 250118m11481 A edue. 501 Ferer. Pa(A00.014 64351. Cammen s sari amt be submitted vu ems. 18 man. m0 GodC4Lllymrd0E4nro.lx4. Pr4ae 411 rIrag: The H,80ae Raisers Cores , on .111 hell} e pubic hearing to lake pubes earernenl on Pre desk CAPER. 0n lnurWay. Swivelor 13, 21118. nhe PIAIIc Fta64041 YAP be hod a1 PM. p.m. or as mat as passible thenteller. In the Pala Alta 0140 Hal Carrlmrur8}' 'Heeling Rddrlf. 259 Handte0 AVM. Pala Alex Ta O89a10 a Coral et the CAPER: Cedes 8re ava8le 91 Rte Poarnem Depertme1r1 1eoeptt211 de et, (.5ty Heil, 241111481,01930 tramps. 61h Floor, Ma Development Conker tooled at 24 Hamilton *verve durleg reguer buelneea 110ura by railing IOW •?am41, or 17y 010M0ng 1116 GM's CO1 28541406 hlrps:rr wwreitpuiaaloalre.nrprgorlespialulrtwn® Fangs_plannino. CCnvrlunry_da+alo-prnarl1_1Fopi_43rsnudefaup asp Priors with eisobhtios rim require, aurneryy aids or 801112411 in m i g Clly 68.116es, 88M4860, p'Gg114818. 01 AM 110113 die Iteration as mho Gtrys Carnpla808 war prig Am4r0Alo ui410i88lktitl8a A31(ADA) Or 0983, may 4150x801: ADA Ceordmeior, Dry of Palo Alta, 4153 -32a -2S50 MPS) add@l044'00lfa811d9u OIg CITY OF PALO ALTO B - I D I S REPORTS 33 CITY OF PALO ALTO This page intentionally left blank 34 CITY OF PALO ALTO IBIS REPORTS SUMMARY OF ACTIVITIES (CO4PRO3) PROGRAM YEAR 2017 35 x Department of Housing and Urban Development Office of Community Planning and Development Integrated Disljursement and Information System MSG Activity Summary Report (GPR) for Program Year 2017 PALO ALTO Date: 27 -Sep -21318 Time; 10;25 Page; 1 PGl:t Year: 2035 Pitied; 0006 • Project Senfinei INS Mfi ,it.• vii Fair Mn„cinn Coma -:tic SSatJS: Completed 81@!2017 3:48:05 P11 Objeclive: National Objective: initial Funding meet 12/2912015 Oe$Cription: nraject Sentinel will provide community education and outreach regarding fai housng law and practices, imrestigaoian, counsel's end legal referral for victims of housing discrinlnadon, and analyses for City stall and osicials regarding fair housing. practices. California and federal fair housing lens assure specific prdected classes the right to be treated in lamas of their n&viduel merits and quelifrceaons n welting Housing. Unfortunately, some people are net aware of he law or their ngles. Financing CMG Teter Fund Type P1 Toth Grant Year Pre -2015 2013 2014 Gram f313MC040040 614MC040020 Ftwted Arnow* $9.930.03 $21.738,78 531.005.41 Drawn In Program Year $0 OA $0-00 WAX 10,00 1 $0.00 Drawn TIBu. program Year 30 40 $4.255:7.3 $5.87480 $21,738:38 Kamm Proposed AccOrrlpliehmertti Actual Accomplishments OWnIN Rented Total Person Number assisted. Trial Hispanic Tnral I- Itqt0Nc Tninl Hi9panle Tn101 Hispanic While 0 0 I3taclUAfrican Americans 0 0 :Asian: 0 0 American IndrantAle5ken NafVe: 0 0 Nalivc 1-1ffivaiianaDatr P0Hlic IeIandCr; 0 0 American IndiantAlesken Naive & Whire: 0 0 Asian White- 0 0 nlackhafrican American & White: 0 0 Arnerictui IndientAlaMkan IVadvC & Bladt+Alriten American, 0 0 Other muli.racial: 0 0 Asia tPaeife Islander 0 0 PROS - PALO ALTO Pape; 1 or 21 36 Hispanic. U tah Few -heeded Households_ rncvrrre Caj y y. U.S_ Department of Housing and urban Development Office pf Community Planning and Development Integrated Dis6urrsement and Information System MSG Activity Summary Report (GPR) for Program Year 2017 PALO ALTO OwnIY Fieiiter Tend Extremely Low 0 Law Mod 0 Moderato 0 Hon LOW Moderate 0 Total 0 0 0 P ercent LGwWMod Date: 27-Sepp2tua Time; 10;26 P age; 2 0 0 0 0 0 0 0 0 0 0 0 a nn Annual Accomplishments No data returned for This view. This might be because the applied filter excludes all data, PR03 - PALO ALTO P ipe 2 of 21 37 x Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 2017 PALO ALTO P GM Year: 2016 P'rgjest: 0009 • Midpen Housing Ia5 Activity: 2&9 - Palo Alto Gardens Landscaping Date: 27-Sepp2tua Time; 10;26 Page; 3 Status. Open Objective: Provide decent affordable housing L 00gll0n. 650 Sen Aulr0ni0 Rd Palo Alr0, ca 042U0 4711 Quromnei arlOrd00IIIty Matrix Code: Rehab: Multi -Unit Residential (14B) Nabrmal Objective: LEAH Initial Funding Date.. 4471912017 Deecrilslian: The proposed rehabilaahon I increase the properiys environmental sustainabdity. Pala Alta Gardens will irnplemerrt a City approved landscaping, imgaiion, end water cuoservalion plan. The reduced operating costs resulting from this protect mll ensure the continued provision of basic programs to families and seniors. Financing CDBG Fund T EN IPI TOM TOOK PrOp04ep AC[Ompliihrnent# Housing Units : 150 Actual *tco plitinment$ Gram Year Pre -2015 Raided Amount Drawn In Program Year Dram -nay Program Year $213,155.40 $4-00 $D.1C 2014 6:14M0069020 SO- $213,155.0[ 1 2416 61GMC015002U $545370.36 $49, '-e0 3€45373.34 I $6.285.67 $5,266 -fit $i.285,6i It276A25.66 S51,77951 $27B.625.6t Owner Renter ALLIMLiY a584 d. Total Person Total Hispanic Total Hispanic TOIaI Hispanic Taal Hispanic White: 0 0 30 0 30 0 0 0 ntacklArrtorm American: 0 0 15 4 15 0 0 0 Asian: 0 0 34 0 3A 0 0 0 American. Indlan7Alasken Natve: 0 0 12 0 12 0 0 0 Native Hawaiian/Other Pacitic Islander: 0 0 0 0 0 0 0 0 American Indian7Alasken Native & WHile: 0 0 0 0 0 0 0 0 Asian While: 0 0 0 0 0 0 0 0 &ack7Areean American & White. 0 0 0 0 0 0 0 0 American Indian/Alaskan Native & BlarkrAIrioen American: 0 0 0 0 0 0 0 0 em0er multiracial: 0 0 0$ 0 63 0 0 0 AsiaruPacific Islander. 0 0 0 0 0 0 0 0 PR 3 - PALO ALTO Page: 3 of 21 38 Hispanic'. Teti: Female -heeded Households_ U.S_ Department of Housing and Urban Development Offioe of Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (G/PR) for Program Year 2'017 PALO ALTO Date: 27 -Sep -21719 Time; 10;26 Page; 4 0 0 0 0 0 0 0 6 9 154 0 174 0 0 0 9 0 9 rncarne Caj y..y. {owner runex TON Person Extremely Low 0 0 0 0 Law Mod 9 31 31 0 Moderate 9 123 123 0 Non Low Moderate: 9 0 0 0 Total 0 154 154 0 Perrt9nl Low/Mod 109.r loom Annual Accomplishments Years Accomplishment Narrative 2056 The Palo Ako gardens project is a IarxYscape renovation project. A total or 156 people benefited Prom this project all belonging to Inv or very law income hawehelds. The project helped in reducing water consumption and maintenance needs and enhance the community. e Banerming PR03 - PALO ALTO Palle 4of 21 39 Department of Housing and urban Development Olfioe of Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 20117 PALO ALTO Date' 27 -Sep -2019 Time; 10:26 Page; 5 PGM Yuri 2047 PrOjetl: 0008- Ddradb rt Streets Inc. IBS Acrivirue owl _ lNnikUirrn flOreolnnmidinl ihrirve_vm Stain. Open Jhjec1ve: Create economic opportunities LOcannn. 1471 The Alamecre $IC 355 San Jose, CA 05.12e -nn ch,,ECOrre Availat1llryverOe15IbII ty Matrix Code: Employment Training (0511) Nidimal Objective: LFAC initial Funding Date' 4111of241.a Deecrip4on: The Workforce Development Program will provide a transition from unemployment and homelessness m regular employment and hou ig through case menagemem, job training, mentoring, housing, and transporlaban assistance. Downtown Streets Team wall screen and prepare applicants and chill use their community connections e1bons to provide training and job opportunities. Financing Fund T EN Pi TON' TOter PrOPOfed Att6t0Pli0hrnlmdf People (General) - 20 43!14431 Mee 1PIifhalMtlf rltlrrllf.r a3SiSiet'r Darter Renter Total Person Total Hispanic Total Hispanic Total Hispanic Taal Hispanic White: 0 0 0 0 0 0 21 2 BratkfArnoan AmerIcan: 0 0 0 9 0 0 9 0 Asian: 0 0 0 0 0 9 1 0 Anrerlcan IndianIAlagkan Were: 0 0 0 0 0 0 1 1 Native I4awaiianlOther Pacts Islander: 0 0 0 0 0 0 0 0 American Inclian+Alaskan Native 6 umife: 0 0 0 0 0 9 0 0 Asian White- 0 0 0 0 0 0 0 0 EllecklArdcan American a White 0 0 0 0 0 0 0 0 American InclianlAlaskcan Native & Black+AlkicanAmerican: 0 0 0 0 0 0 0 0 ❑trier mum-raolal: 0 0 0 0 0 0 1 1 Pe .ram Year $ran Flailed Arnotrn Organ in Program Year Dram Ttru Program Year Pia -2015. $54,693.09 $4435 80.04 2014 614M1C $53,63.08 2435 g15MC49g1121 $1.94.558,38 $104.54B-39 $144.569,38 2016 816MC060020 $47,591,33 $47,591-50 $47.511,39 $1,07.782.02 5107,79242 $107,79;,00' 5329.5748@ $329,574.89 5329.574.18 PRD3 - PALO ALTO Page; 5 of 21 40 x Asiarupacifi islander: Hispanic: Total: Female header] WOuseh.lds Income Categ ry- U.S_ Department of Housing and urban Development Office of Community Nanning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 2017 PALO ALTO Date: 27-Sep-2tna Time; 10;25 Page; 6 0 0 0 0 0 0 0 0 O 0 0 0 0 0 0 0 O 0 4 a 0 0 02 4 O 0 0 Owner Renter Total Peravt Extremely Low 0 0 0 32 Low Mod 0 0 0 0 Moderate 0 0 0 0 Non Low Moderate 0 0 0 0 Total 0 0 0 32. Percent LawiMad 100.094 Annual Accomplishments Years Adanmpnahment Narrative 203.7 The program placed 32 rndruiduals into regular employment. The network of local employers has grown to 34 employers this yeer.65% of employers retained their new employees beyond tree three month mark. a Beriefitting PR03 - PALO ALTO PAP of 21 41 x ll.S- Department of Housing and Urban Development Offioe of Community Planning and Development Integrated Dis6urrsement and Informati❑n System MSG Activity Summary Report (GPR) for Program Year 2017 PALO ALTO PGM Year: 2017 P r0j60l: 0002 • Catholic Charities IGIS Activity: 291 - Long -Term. Care Omrrudamarn Program Status: Open Ohjective: Create suitable Irving environments L ¢Celion. 2525 0.aoker Rd Sre 290 $en Jose, GA 45134.2000 QIIrCO.T,e: Aitaiirmiltryde=eggibiltty Matrix Code: Senior Services 100A.] initial Funding Datet I e$crip69n: Catholic Charities will operate their kalg-teen care ombudsman program at canons sidled nursing facilities m Pain Aka. Financing C08G Total 01u101201$ Date: 27 -Sep -2416 Time; 14;25 Page; 7 Natro-Nal Objective: LMC Fund Type Grant Year Great Folded Amman Dram In Program Year I Drawn Ttuu Program Year $1,374.08 $1,620.89 EN 2016 84 1 40-003071 $1,374.08 $1,37406 2016 1016A1c,060070 $1.,638.$9 $1,52$-$0 , Pl $6,2$2.00 $5,2$2-00 1 06.262.00 TON 403$497 $9,33451 I $9,2&4.97 Frogmen Accomplishments Pctr{ilc (GC.neral) 236 Actual Accomplishments Owner Renter Total Person Number assrseed: Total HiapanIO TOIOJ. ItivabC Total IMspanic Total Hispanic. Whiter 0 0 0 0 0 0 300 6 efacIVAficen American_ 0 0 0 0 0 0 22 0 Aron: 0 0 0 0 0 0 44 0 American Indian/Alaskan 1laeve: 0 0 0 0 0 0 0 0 NarG+re Hawaiian/Mar Pacific Islander: 0 0 0 0 0 0 0 0 American IndranlAlaslcen weave &091110: 0 0 0 0 0 0 ❑ 0 Asian White- 0 0 0 0 0 0 0 0 Ehook)African American.. & white: 0 0 0 0 0 0 0 0 American IndianlAlaskan Native & BM r clAfrican American: 0 0 0 0 0 0 -0 0 ocher mule -racial: 0 0 ❑ ❑ 0 0 3 0 AOarlPaiciflic Islander- 0 0 0 0 0 0 4 0 Hispanic: 0 0 0 0 0 0 0 0 Tot& 0 0 0 0 0 0 369 a PR03 - PALO ALTO Pape; 7o121 42 Female -headed Households Irrcorrne Category U.S- Department of Housing and urban Development Offioe of Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 2u17 PALO ALTO 0 Nunes Renter Total Person Extremely Low 0 0 0 60 Low Mod 0 0 0 160 Moderate 0 0 0 149 NOn Lew+ Menerate 0 9 9 0 Total 0 0 0 369 Percent Lpw1Mnn LO19.9% Annual Accomplishments Years Aceamplishmant Narrative 2917 069 elderly residents were vi9llee atone or sham Palo Att0 l0iw].term facilities Mac serve I0 •income residents LYtlon Gar0en3, Palo ARC. r+ltrsIng Cer68r anti Lynen Gardens COmmunitg Care- The program investigated 92 complaints on behalf 01l0w•ineeme residents, 0 6 Date: 27-Sepp2tu8 Time; 10:26 Pagel 8 6enelitting PR03 - PALO ALTO Pipe So121 43 U.S_ Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System 000G Activity Summary Report (CPR) for Program Year 2517 PALO ALTO Date: 27-Sep-0Ma Time; 14;26 Page; 9 PG1M Year: 2017 Praise!: 0001- SrTeon Valley Independent Living Center ILL. Acrivit,' 595 - Finnunn ant Finamanrr ...train. I r Porthr.Itiik rlitirHHAias Status: Open Objective: Create suitable Irving environments LnC9riorr. 2202 N 194 S $611 dose, CA 15451-2007 QnEc0. ie' AY6116rrilr[yt9e e55101Ity Matrix Code: Services fee Persons with Disabiliies (05B) Initial Funding Meat 911101201$ Ocsttiptitln; Silicon Valley Independent Living Center provides assistance Ns individuals with disabilities and their families to transition from homelessness, health care Iadaies, testable or Temporary housing to permanent adordable, accessible, intgraled housing with eiienyKr..y assistance, seotiry deposits. rent, information &referral, end other basin essential. Financing Nobel Objective: LMC c Todd Proposed AcO4mpllehntent9 People (Gene i t - 15 Actual Accomplishments Number enacted Fund Type Grant Year Grant Fueled AnimaK Unarm In Program Year Dairen Thru. Program Year EN 2010 E151510054020 11.249.00 91,2-08.0❑ 11.249.00 241.6 111104 9000020 12.202.00 11,262.00 11.252.00 PI 12.502.04 12,522.00 12:522.04 Twat 95.082.00 11A2.0101 116482.04 Owner Renter Total Person Total Hr5panlc TOOL* lesp&tic Tolol I-18R8nic TetaI Hiapatic While- 0 0 0 0 0 0 M ckfAfdcan American. 0 0 0 0 0 0 25 Asian: 0 0 0 0 0 0 10 American IndtanlAlasken Naive: 0 0 0 0 9 0 2 Naive HarrtiiianlOther Pacific lelander: 0 0 0 0 0 0 1 American Indian/Alaskan Naive & Wfrde: 0 0 0 ❑ 0 0 1 Asian White- 0 0 0 0 0 0 2 81ack1Afncan American & White. 0 0 0 0 0 0 2 American Indian/Alaskan Naive & BlactcrAlrican Amman 0 0 0 0 0 0 1 Other mull -racial: 0 0 0 5 0 0 4 AsiardPaciic Islander 0 0 0 0 0 0 0 Hlspdrtic: 0 0 0 0 0 0 0 0 Total: 0 0 0 0 0 0 180 49 04 41 1 0 0 0 1 1 0 1 4 0 PROS - PALO ALTO Pope; 9 of21 44 Fernakt.0naCked Htiis rMIds' 4uarne airway Department of Housing and Urban Development Offioe of Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 2017 PALO ALTO 0 Owner Renter Toed Parson Extremely LOw 0 0 0 128 L ow Mod 0 0 0 2 Moderate 9 0 0 0 Non Low Moderate 0 0 0 0 Total 0 0 0 130 P ercent LolwMad'. 100.0% Annual Accomplishments Years Accomplishment hiarratIee 2017 SVI LC provided 125 Palo Alla residents s1(5 dreabiIRlee housing as9lstanoe eeNloe9, either one on one or through a housing search worlishop.141 Palo Alto residents were provrued wrh Information and Referral Assistance. 0 0 Date: 27 -Sep -2018 Time; 10;25 Page; 10 as Renditting PROS - PALO ALTO Pipe 10vr 21 45 PGRI Yraar: IDI5 Activity: Status: L3Cenon IJ.S- Department of Housing and Urban Development Office of Community Planning and Development Integrated Dis6urrsement and Information System MSG Activity Summary Report (GPR) for Program Year 2017 PALO ALTO 2012 0005- YWCA of Silicon Valley 293 - Dhiawreti.: 'Vrakie a Services PIegram open 375 S 5r0I St San Jose. QA 45112=3544 Initial Funding gate: 01d1❑f2010 eseriptwn: YWCA rill provide individuals and families experiencing domestic violence, he program provides a bilingual domesrio violence Iiolline, an emergency shelter, crisescounse&q, legal assistance, oarrt acoenrpanirnenl, individual and group therapy, supped groups, chickens Therapy groups, preventative education, safety plan rg end community referrals. Financing Date: 27 -Sep -2016 Time; 10;26 Page; 11 Natrmal Objective: DMC Objective: Create suitable Irving environments Qyrc0eT,e: Avelebilirydecoe%$101I1ry Matrix Code: Services for victims or dorneshc violence, dating violence, sexual assault or stalking (3SG) a Fund Type Grant Year Grant Foaled Anima t Drams In Program Year Drain Thru Program Year EN 2010 E stocoo00217 52.313.04 52,313.04 52.313.54 2014 619M4001i00+20 52.34339 92,343-39 1 92.343.39 PI $0.4❑0.03 $4,400.031 54.40❑.93 I Taal 99,057.05 199.067.89I 59.057.96 Proposed Acccmpllehmenta People (Gene at - 20 Actual Aacontplishnle to Number ace erf4.. Owner Renter Total Parson 111431 Hispanic DAR Hispanic Total 1-usnanIC Total Hiepareu While- 0 0 0 0 0 0 3 1 FktcklAfncan American. 0 0 0 0 0 0 2 0 Asian: 0 0 0 0 0 0 4 0 American Indian/Alaskan Native: 0 0 0 0 3 0 0 0 Native HaoraiiantOOrnr Pacilio !Slander: 0 0 0 0 0 0 0 0 American Indian/Alaskan Native &Wede: 0 0 0 0 0 0 ❑ 0 Asian While- 0 0 0 0 0 0 0 0 01ack1Afncen American &White. 0 0 0 13 3 0 0 0 American Indian/Alaskan Native & Blaokr'A*rican American: 0 0 0 0 0 0 0 0 Other mulh-raceal: 0 0 0 0 0 0 0 0 AsiaruPac4c Islander 0 0 0 0 0 0 0 0 Hispanic: 0 0 0 0 0 0 0 0 Total: 0 0 0 0 0 0 0 1 PR(r3 - PALO ALTO Page; 11 OP 21 46 PemalB•Maaeo Hillsseh7l i rncarne Caregargr. Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 2017 PALO ALTO 0 Owner Renter Toed Person Extremely Low 0 0 0 5 LEMMA 0 0 0 1 Moderate 9 0 0 2 Non Law moderate 0 0 9 0 Total 0 0 0 0 Percent LolWMad'. 100.E Annual Accomplishments Years Accomplishment Narrative 2017 The Dprrteslic Violence Program provaletl 9 clients wan veal support servic 9, incluerrrg eounselingriherapy andlor legal arnacacy services. Crisis advocates provided 40 Palo Atla residents van crisis line asasiacce, including crsrs counseling., safety planning and intorrnahon and rererrala. The program also provided emergency snarler and Cilia pplrl53.eling 10 0 Waffle or dpmestic videnCe. 0 0 Date: 27 -Sep -2019 Time; 10;25 Paget 12 eenelttlrq PRO3 - PALO ALTO Pipe 12 or 21 47 x PGM Year: 2017 FT4110t: 0007 • City or Rata Alto Ia5 Activity: 201 - Ciy al Palo Alto S[atws: Open Winton Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 2017 PALO ALTO Objective: Quo:e.ne Matrix Code: General Program Administrates (21A) Date: 27 -Sep -21319 Tome; 10;25 Paget 13 Neacnal Ohjeclive: ostler Funding nate' 0 ilotarta Desctinneii. ,Administer the Administrative costs for the •overalt management. coordination, and Evaluation of the CMG program, and the project delivery oasisassociated with erg projects to completion. Financing Total Proposed Accomplishments Aetna' Accomplishments Aimee, assisted: White Back/African American: Asian: American IndianiAlaskan Native: Native Iaarvuian301her Padtic Islander: American IndianrAlasken Native & Wfiue: Asian While BiackfAfrican American & White: Amerlaan Indklnfalas en Native & 0IatitrAlrlcnn Anteneon: Other multi -racial: ASIanIPbCInC (Slander. Hispanic: Total: Fund Type Grant Year Grant Forded Anoint Doran In Program Year I Drawer Thou. Program Yeer EN 2010 t#1SMC050020 $1.151.79 $4,10L79 1 $5.151.79 2010 E19MCt150020 $33.007.17 $88,907-171 $33.007.17 Pt $44,501.04 $44,501-04 1 $44.001.04 TWuI 02,4 D.000 X2.5@9.00 1 982.499.043 Owner Renter Total Person Trani Ilispenic Total Iiispanlc Total Hispanic Tdel HISpa7ic O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 O 0 0 o 0 a 6 8 0 0 PR03 - PALO ALTO Pipe: 13 or 21 48 Female -headed Households. !Income Category. Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 2017 PALO ALTO Owner Renter Taint Untemely Low 0 Low Mod 0 Moderate 0 Non tow MOAetete 4 Total 0 0 0 PerCenr LowIMnel 0 Annual Accomplishments No datareturned for This view. This might be because the applied fitter excludes all data. 0 Date: 27 -Sep -2018 Time; 1#:26 Paget 14 PROS - PALO ALTO Pape; 144 of 21 49 x U.S_ Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 2917 PALO ALTO Date: 27 -Sep -21318 Time; 10;26 Page; 15 PGl.1 Ytrir: 2017 P40jit1: 0906 - Prefect Senlinell Iran a...A..• Mgr: Fmir.., .,. Q.T.-in.-Inc LOCPMet Objechns: Matrix Code: Fair Housing Aclivilies (subject to 20te Admin Carp (2116) National Objective: initial Funding Ratet O1t1of2o1a Description; Project Sentinel sill provide community education and outreach regarding far housiig law and practices. imrestigatian, counseiig end legal referral for victims of housing discrimination. and analyses for City stall and officials regarding fair housing practices. California and federal fair housing lairs assure specific prolecled classes the right to be greeted in ems of theirROiiduel merits and queliflcelions in seeking rousing. Financing CDBG Fund Type Grant veer droll EN PI 2015 616MIG05002p Ripped Arnce.et $27,4@3.45 $A,586,51 Drawn In Pr0Weln year $27,413$.49 Dram Trru Program Year $27.468.45 $4,526-51 $4,526.51 Total Total #8301&00 $83,012.00 Proposed Atc6inplithment3 Aotuel iwcompliehmente Number assisted: Owner Renter Total Person Total Hispanic Total HISpenIC Tndel Frspenlc Tnel HiSi) 5 C while 0 0 0 0 Asian: 0 0 American IndiantAlaskan Native: 0 0 NdIine I wtiiari101tlee Pacific Islander: 0 0 American IndianlAlaskan Native &While: 0 9 Asian While 0 0 131ack2tfrican American:& White: 0 0 American Indlarll0la5kan Native & EllacidAllician Ahlei'rcan. 0 0 Other multi -racial: 0 9 ASifinMacific Islander. 0 0 Hispanic: 0 0 PIaokfAfvfcan Mnerican_ Total: 0 0 0 0 0 0 0 0 PRD3 - PALO ALTO Page: 150f 21 50 Female -headed Houeoholds. !Income Category. Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 2c17 PALO ALTO Owner Renter Taint Untemely Low 0 Low Mod 0 Moderate 0 Non tow MOnetere 0 Total 0 0 0 PerCenr LQwriteO 0 Annual Accomplishments No datareturned for This view. This might be because the applied filter excludes all data. 0 Date: 27 -Sep -2019 Time; 1#;26 Page; SG PROS - PALO ALTO Pipe 18 or 21 51 (apartment of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 2017 PALO ALTO Data' 27-Sep-2tu6 Time; 10;25 Paget 17 PGA/ Year: 2017 P rOji0t 00 04 - RAHC Managi ntertt & Services Corporader', irir: Mririrue 5I _ S1ar1 Pmeterld. Serrrvn Snrs,irne StaLws: Open Objective: Create suitable Irving environments L neivioti 725 Alma 51 Poo AaO, CA 94301-2403 1 cprne! AvallarMlirylacce941311tty Matrix Code: Other Rublic Services Not listed in OSA-05Y. 03T (0S2) Initin Funding motet o1y19f201a DeecriptiOn; P.6NC Management& Services Corporation mil provide counseling and suppeniee case management services for Iowiicorne residents or angle room nocupenryrocitles in eider to help Mem maintain housing stability. AtiiVitiea include financial counseling, health maintenance, infcrrnance and referral, problem solving. enylioyrtrelrtassistance, crisis irmervendori and case management. Financing Natrriial Objective: LAC 1 Fund Type Grant Year F ralB EN CMG PI TWAT TWAT Peopased Accompliahrl1Cnts People (General) - 131 Actuaa accompu9nntents Owner Ranter Tool Person AturMler assialen Total Hispanic Tatar Hispanic Total hispanic Tow Hispanic White- 0 0 0 9 0 0 92 20 Hlsck/African.mmerican: 0 0 0 0 0 0 30 0 Asian: 0 0 0 0 0 0 16 0 American Indian/Alaskan Naive. 0 0 0 0 0 0 0 0 Native HavaiianfOther Panic Islander: 0 0 0 9 0 0 0 0 American Indian /Alaskan Native & While: 0 0 0 0 0 9 0 0 Asian White- 0 0 0 0 0 0 0 0 Black/African American &White. 0 0 0 0 0 0 0 0 American Indian/Alaskan Native & Blark+Alrican American: 0 0 0 9 0 0 0 0 Other mum -racial: 0 0 0 0 0 0 6 2 AsianiPacific islander: 0 0 0 13 0 0 0 0 Hispanic. 0 0 0 0 0 0 0 0 2015- 13:15MC060020 2016 r315MC060020 RPiOed Aractnt X71.75 S5,9a1.75 Drawn In Pr0gr6m Year 95,1?31.75 135AM-75 MIMI-HimProgram Year $5.@31.75 $6.@31.75 $11. 3.50 538.727.110 511,503-50 1+'27,837,00 $11.553.50 $38,827.00 PR03 - PALO ALTO Pape: 17 of 21 52 x Total: Female -headed Households: U.8_ Department of Housing and Urban Development Offioe pf Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 2017 PALO ALTO Date: 27-Sepp20i8 Time; 18;26 Paget 18 0 0 0 0 0 0 142 22 0 4 6 income category: Diener Renter Tole] Person & ernely Low 0 0 0 81 Low Mod 0 0 0 60 Moderate 0 0 0 1 akin two Moderate 0 0 0 0 Trot81 0 0 0 lL2 Percent Low'Mad 100.0% Annual Accomplishments Years Accomplishment Marrative 2017 PARC Management & Services Coreer8Gon will provide counseling and supportive case management servicss for four -income residents of smote roam occupancy facdNes in order W help them mairrtain housing .stability. AclieiIi include financial counseling, health maintenance, infonnadon and referral,problem solving, employment assistance. crisis intervention and case management Benefrttiriy PR03 - PALO ALTO Page; 18 or 21 53 U.S_ Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 2017 PALO ALTO Date' 27 -Sep -2019 Time; 10:26 Page: 19 MU Yew 2017 Pr0rOPI: 0003 • LrieMnves 112 dcrinirvr 747 _ i1mvruriiN CMwirAc [_a rirur Stairs: Open Objective: Create suitable Irving environments Localkln 33 €ndna A e Paid Ada, CA 94301-2313 QUrCO T,e Avallarpli[y1acee9414114 Matrix Cede: Other Public Services Not Listed in OSA-05Y, 93T 1052) Inftlel Funding motet 01110t2015 000crip69n: LileMoves provides basic necessaies for persons who are homeless or ar-risk of beeorrrilg homeless. The 0pportunity Services Center is a comprehensive, •one -slop, multi -service, day clap-sl caner lhet provides critical services for homeless Palo Alto residents. Specifically, the facility provides showers, laundry, clothing, snack, case mensgenrenl and sheltertrolsing referral sennees. Financing Nadmal Objective: LMC CDBG Fund Type EN PI Total TOtSI 3ram Year ,fjrale 2015 I F15MCa5Ra34 Raided Amdr11 $7,393.71 $24,934.24 587428.00 oravm In Program Yefir $7,39371 $29,934.29 $37,82&00 $87.828.00 Imams lieu Program Year $7,399.71 $25.994.24 prop0sed Accomplishments People (General) - 200 Actual Annomplialtment0 °wrier Realer TOGr1 Person Nitrate, assisted Trial Hispanic Tow! Hispanic Trial l- panic Trial Hispanic. White.: 0 0 0 0 0 0 320 139 tilt eklAfrican American- 0 0 0 0 0 0 152 5 Asian; 0 0 0 0 0 0 30 0 American IndtanMAlasken Waive: 0 0 0 0 0 0 42 34 Native Hawaiian/Other Pacific Islander: 0 0 0 0 0 9 9 1 American Indian/Alaskan Native & Wtlile: a 0 0 0 0 0 21 13 Asian While 0 0 0 0 0 0 5 0 Flack/AI-need American & White. 0 9 0 0 0 0 7 0 American Indian/Alaskan Native & Bla f lAtrican American: 0 0 0 0 0 9 2 1 Other mule-raclel: 0 0 0 0 0 0 25 0 AsiarilPacific Islander: 0 0 0 0 0 0 0 0 Hispanic: 0 0 0 0 0 0 0 0 Tdfalt 11 0 a a 0 0 814 193 PRD3 - PALO ALTO Faye: 19 or 21 54 x Femete•heh(ISvJ Households Ancmne Category. U.S_ Department of Housing and urban Development Office of Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 2017 PALO ALTO Owner Renter Toil) Person Extremely Low 0 0 0 609 Low Mod 0 0 0 5 Moderate 0 0 0 0 Non LOW Moderate 0 0 0 0 Total 0 0 0 tit -0 Percent LrnwMwd 100.091 Annual Accomplishments Years Accomplishment Narrative 2117 n 0 Date: 27-Sepp2tua Time; 10;26 Page; 20 1 eenelktlrg PR03 - PALO ALTO Pope 20 or 21 55 x U.S_ Department of Housing and Urban Development Office of Community Planning and Development Integrated Disbursement and Information System MSG Activity Summary Report (GPR) for Program Year 2c17 PALO ALTO Date: 27 -Sep -21318 Time; 1#;25 Page; 21 Total Funded Amount To lar Drawn Thru Program Year: Total Drawn In Program Year: 3e39,557.92 $838.587.47 5579,656.41 PROS - PALO ALTO Pipe 21 or 21 56 CITY OF PALO ALTO IDIS REPORTS SUMMARY OF CONSOLIDATED PLAN PROJECTS (CO4PRO6) PROGRAM YEAR 2017 57 U.S. DEPARTMENT OF HCYISIN G AND URBAN DEVELOPMENT OFFICE OF COMMUNITY PLANtlltlGAND DEVELOPMENT PROS - Sum nery 01 Canal: Waled Pr1ir1 Plajeic51cr Retort Year IDI5 Plain. PIS Year PrajecLproject Tltag and Rescnpiion Rrogr®rn DATE: hONCI113 TIME:1U:22:4 AM PAGE:112 201? 1 Siirm Valley Inhependert Luring Owner 2 Crank Charilies 2 LileMdres 4 PARC Management & Services CnrpuraIic i 5 YWCA orSIcon Valley 6 Project Sentinel 7 City or Palo. Arid 8 Oahrrllown 'S rents Mc. Comrntnrty Worlcr14Csroup - OppirtuntyCenter Pc1i iktafirri 10. Minor Repair Pnagrern Heusirg and Emergency Housing Scrvires Cam Long -Term CareOmhuddrren Fragrarn MSG OppurlLrIi1y Se i ceS SRO RetideVe SuOpurl Senrices Darre llc linnierk-e Services Fair Housing 5E+we9 Plaming &HI Atl mlrlISlrauan Worktoroa Development Prcrtlram The proposed prOJEMI vill perm/ f4rgrg- parnling Of 1h[: cvdiricir Surfams or kho Opporlmiry Center, et ceder le prevent weather related damage, avidxII replace ltutrirrg in the halweys dine reair1 nlial Ii uning the Canrer Ilan have teen damaged horn more than 10 veers Or 419e. The Minor Repair Program 'MII amide GDBG 'hinds co address health and saFely and cregihrilyccrr.arn Far riCCrnBgUalr1)9d Palo .Ally} howl:Avner . Tnriartirmdin ti the program, a hornevem!r mast be Le income MEG MEG CD&G CDBBta GD13G CD&G 111 58 U$ DEPARTMENT O HOL.ISINA AND URBAN DEVELOPMENT OFFICE OF COMMUNITY PLAtOokG AND DEVELOPMENT PR09 - &ni nety of C[ lm:lin:NM Phan Protects for Report Year 91715 Actoo it Grerwrr Amount Amount Prallret CommMfd Thru Report Poonglable, to prawn In 074irrnto ArrmAc t 'Arai Draw Raprirt Year $S.032.CU $5,032x.10 $5,032.(«0 9100 $5,032.00 $10.000.00 23,26497 59,284.97 50.06 $9,284.97 37,329.00 $37.328.010 537,328,00 50.00 537,329.04 b22.327.00 523,327x10 523,327.40 9100 522,327.04 F14LOD3.00 $9.1757.06 SJ,O57.56 59.48 S9,057.00 532.912.00 332;417310 332,412.44 S0.00 832.012.44 832.469.44 362,46090 562,454.44 99.44 882,464:44 3335..404,40 S1329,57486 S.12.1574 BB 96.40 5'329574,68 3224.940,60 5404 SO A0 99.94 MOO 3145 529.44 56.96 SO 00 84.44 86:94 clATE: $021,2019 TIMAE:1O:28:aa AAi PAGE 212 59 CITY OF PALO ALTO IL7IS REPORTS SUMMARY OF ACCOMPLISHMENTS REPORT (C04PRZ3) PROGRAM YEAR 2017 60 ILLS. Department at Housing and Urban 17evelopment DATE= twee at'Cammee»ty Plrnng one Development integrated Disbursement and information System CD@G Surteriary or Acetelplishrosati3 Program Year: 2017 013 -2T -IS 51h1h 10:34 PASF'. 1 PALO ALTO Count of CDBG Activities with Disbursements by Activity Group & Matrix Code Completed Activity Group Activity Category Open Activities Completed Activities Program Year Total Activities Open Count Disbursed Count Disbursed Count Disbursed Has❑$ Rehab; Multi -Unit Resi, niial (14&4 1 $51,778.51 0 $11.00 551.779.51 Total Housing 1 551,719.51 0 90.06 1 651,779.51 Pubes Senriras 5errior Services (QSA) 1 59,264.47 0 36.510 1 S9.2•04.07 - Services for Persons with Disabilities 1 65,032.00 0 30.00 85,iS2.00 Services for victims or tbenestic violence, dating wolenee, sexual 1 $9,057.66 0 $0.ap 88,057.65 assault ar SiB1141119 (❑5G) EnpEgrnent Training{05H:) 1 $329,574.88 0 50.00 5329,574-85 Other Public Semmes Not Listed in 2 $60,655. CO 0 50.01) 2 $50,655..00 05A-054, O3T (05,2) Total Public Services 6 64.13,604.51 0 30.04 6 3413,604,51 en,=,al AnrrnlnittratIon old General Program Admmsiratiot {2104 1 x.4#0,00 0 3000 1 592,-064-90 ?anrong Fair ,Housing Actmtes (sutrlect to 2945 ►dmin cep) [210) 1 532,912.06 1 SO 010 2 832,012-t00 Grand Total Total General Administration and 2 6114,472.00 1 50.06 3 5114,472,00 Planning 9 5579.656.02 1 50.00 10 5579,856,02 61 U.S. Department at Housing and Urban 17evelopment DATE unite at Cammonny PIBrning and usvelopntenl TIME) integrated Disbursement and information System PAIXt Ca@G Suntmacy of A.rzattplishrrlt+st3 Program Year: 3017 0B -2T-19 PALO ALTO 61280 Sum of Actual Accomplishments by Activity Group and Accomplishment Type Activity Group Matrix. Code Accomplishment Type Program Year Open Comm Camptete4 Go -tint Totals Hoidivig Pubic Services Grand T6r&I Rehe4: Multi -Unit Re9rdtn0al (145) Housing, Unlle Total Housing 154 D 154 Senior Services (ISSA) Persons 36g 6 Mg Services for Persons with 6isabiliues (0758) Persons 130 0 130 Services for victims of domestic violence. dating Persons g 0 g violence sexual assault or stalking (ESC) Employment Moping (05H) Persons 32 0 32 Deter Public Servces hint Listed in 3EI-05V, C12-1- Persons 7${l 0 755 (06Z) Total Public Strokes 1,2945 0 1,29G 154 } 154 L450 f1 L450 62 US. Department at Housing and Urban 17evelopment DATE= orrice at Cammue5ly Planting and Devalopmenl TIME integrated Disbursement and Information System PAGE: CGOG SuraMary al AcetrnplishrneritS Program Year: 2517 20-27-15 Housing -Nan Housing Rate PALO ALTO CD&G Beneficiaries try Racial/ Ethnic Category Total Persons 10:jr7 7 Total Hispanic Total Hispanic Persons Total Households Households FIccising lien Housng Gana Total White 0 0 30 0 ElacIdAiricare Amercan 0 0 15 0 Asian 4 5 3•t 9 American indianrA.laskan Native 9 0 12 0 Other 5 ti°racial 0 0 57 0 Total Housing 0 0 154 0 Whirs 020 209 0 0 Black/African Amercan 239 0 0 0 Asian 103 4 0 U American Indian/Alaskan Native 45 35 0 0 Native HawaiianFGNrer Pacific islander 10 1 0 0 0rneman Indian/AA05k0 y Native & White 22 14 0 0 Asian & White 7 1 0 0 BlecklAirr1an American & White 7 0 0 0 Amer. IndianlAJaskan Native & Blacklaincen 3 2 0 0 Amer. Other multi -racial 40 7 0 0 Total Non Housing 1,296 275 0 0 WI dui 820 209 30 0 6lacklAJr,PNI American 279 5 15 0 Asian 103 0 74 0 American IndianiNiaskan Nadine 45 35 12 0 Native HavroiianlOtlter Pacific Islander 10 1 0 0 American Indian/Alaskan Native & White 22 14 0 9 Asian & Whilo 7 1 0 0 BlackVAtr&4,1 Ainerlcsn & White 7 0 0 0 Amer. IrxianIAJasken Native & 6lackJAirrnn 3 2 0 0 Amer Other multi -racial 40 7 63 0 Tom Grand TWaI 1.290 275 1:54 0 63 U.S. Department at Housing and Urban 17evelopmeent BATE= urine of iCMr intinny Planting end Develdpmenl TIME: integrated bisbursement are information System PAGE: CLBO Sunr nary Of Arxamplishrr ecitS Program Year: 2017 OB-2T-19 Ikkl HOUdnq PALO ALTO CDBO Beneficiaries by Income Category Income Levels Owner Occupied Renter fccupied Persons Exirerrmely Lour i;<=20%) 0 916 Lgur (>30% and <=5096] n .. 229 Mod 0.50% end {,11IHia) 0 7 152 Total Low -Mod 0 0 1.280 Mon Law -Mod ('19LrrG) 11 0 -0 Total Beneficiaries 0 0 1,295 64 CITY OF PALO ALTO IDIS REPORTS FINANCIAL SUMMARY REPORT (CO4PR26) PROGRAM YEAR 2017 65 Mice of CaDlnrunity Planning and Ceveli 1Inenl DATE 00-28-18 kJ.5. lOopprtmr rit 111 Flaming 3 p i5 Urban DR4a a trn r# TILE: In0.'l)releil Diabur5enlenL End 1.lrarav3Gon System PAGE: PR24 - C SRO Froncipl 51.i -emery RepnR P-ogrern Yee- 21317 10-15 PART I: SUMMARY OF CDBG RESOURCES 01 UNEXPENDED CD5G rUND5 AT END Of PREVIOUS PRCr[ R1d,M YEAR 432,574 45 U2 ENTITLEMENT GRANT 436,349.06 03 SURPLUS LIFIIAN RENEWAL 0.00 01 SECTION 118 GUARANTEED LOAN FUNDS 4.00 05 CURRENT YEAR PRCGR.4MA INCOME 216,966.£1 05a CURRENT YEAR SECTION 109 PROGRAM IND0t4E (FOR SI TYFE) 0.00 06 FUNDS RETURNED PO THE LINE -CIF -CREDIT 0.00 D6a FUNDS RETURNED TO THE LOCAL COSO ACCCUNT 0.04 07 ADJUSTMENT TO COhPUTE TOTAL AVAILABLE 0.00 D9 7OTAL AVAILABLE )SUM. LINE501-07) 1.095,634 07 PART iI_ SLMM♦IARY OF CI]9G EXPPNbITURES 09 DISBURSEMENTS OTHER THAN SECTION 108 REPAYMENTS AND PLAAININGIADM INISTRATIUN 455,384.02 14 ADJUSTMENT TO cuiF ITE TOTAL AMOUNT 5LIBJECT 113 LOW/ACC BENEFIT 0.40 11 AMOUNT SUBJECT TO L0Wa7A00 BENEFIT (LINEN + LINE 16) 485,384.02 12 DISBURSED I 611015 FOR FLANNINGIAIDMINISTr1ATIQN 114.472.00 13 DIERIJRI ED IN II115 FOR SECTION 104 REPAYMENTT5 0.40 14 ADJUSTMENT TO COMPUTE TOTAL E7PENDITURES 0.00 15 TOTAL EIIPENDITURES (SUM. LINES 1.1-140 5751,656.02 14 UNEXPENDED SALAN4E (LINE 45 - LINE 15) 06,t214.45 PART III: L OVVMOD BENEFIT IRIS REPORTING PERIOD 17 EXPENDED DOR LOY 7.500 HOUSING IN SPECIAL AREAS 0.00 ]4 ESF€POE( POP. Lc21Ith42cJ MULTI -UNIT HOUSING 51,779.51 19 DISBURSED FOR OTHER LO WMOD ACTIVITIES 413,E04.51 20 ADJUSTMENT TO CCNW°UTE TOTAL LOWW?M0D CREDIT 0.00 21 TOTAL LOnemOD 151017 (SLIM. LINES 17.20) 465,394.02 22 PERCENT LOW/M00 CREDIT (LINE 22/LINE 11) 10D-00Ib LDWIMCIO BENEFIT FOR MULTI-TEA1R CERTIFICASTICMHS 23 ffiOGRAM r€ARS(P7) CO%/ER€D 1N CERTIFICATION P7: 2017 PY: 2015 N: 24 CUMLIJ.,TNYE NET EXPENDITURES sIFL1 CT TO LOW/MOD BENEFIT f ALCLI.ATION 455,254.02 75 CUMLJLATPIE EXFEN0ITURE5 BENEFITING LCMVMCID PER5CN15 455,334 07 28 F€RCENT BENEFIT TO LDW MDD PERSCNS (LINE 25/LINE 24) 346-4644 PART IV: PUBLIC SERVICE (PS] CAP CALCLJLATIOI S 77 DISEPIR5ED IN 40+15 FOR P1.151. IC SERVICES 413,5 1.51 25 PS UNLIQUIDATED O LIGATIONS AT END Of CURRENT PROGRAM YEAR 0.00 25 F5 UNLIQUIDA.TED OBLIGATIONS AT END OP PREY1CSJS PROGRAM YEAR 0.00 34 AISJ.I5TMENT 40 =woe IE ToTAL P5 ORLICATION$ (329,544.55) 31 TOTAL PS OBLIGATIONS (LINE 27 + LINE 28 - LINE 29 + LINE 30) 144,628.62 32 ENTITLE4IENTGRANT 436,501 GO 33 PRIOR YEAR PROGRAM INCC045 135.732.15 .11 34 ADJUSTMENT TO COFIPUTE TOTAL SUBJECT TO PS CAP 0-00 35 TOTAL SUBJECT TO P5 CAP (SUM. LINES 32-34) 575,041 15 36 PERCENT FUNDS OBLICAA.TEO POP PS ACTIVITIES (LINE 31ILINE 25} 1461% PART V: PLANNING AND ADMINISTRATION (PA) CAP 37 DISBURSED IN 1015 FOR PL 4M1JNINGIAAMINISTRAATIQN 11+4,472.40 38 PA UNLIQUIOATELI OBLIGATIONS AT €RD OF CURRENT PROGRAM YEAR 4100 39 P4 UNLIQU(DATED OBLIGATIONS AT END OF PREVIOUS PROGRAM YEAR 0.00 40 ADJUSTMENT TO CONFUTE TOTAL PA OBLIGATIONS 0.00 41 TOTAL PA 05LIOAT IONS {LINE 37 + LINE 39 LING 29 +LINE 46} 114,472.00 42 ElITITLEIAENTSRANT 434 006.00 43 CURRENT YEAR PROGRAM INCOME 215.90061 44 ADJUSTMENT TO CONFUTE TOTAL SUBJECT TO PA CAP 0.00 45 TOTAL SUBJECT TO PA CAP )518.1, LINES 42-44) 553,291.61 46 PERCENT FUNDS C8LIGATEO FOR PA ACTIVITIES (LINE 4LrL44E 45) 17.5 66 Office or Community Planning and DevTetpornent. GATE. 05-28-15 1 W.S. Department 11 -I wL6irrg Anl Urban 1leaarryrnnrmr4 TINE- 1(I 113 Integrated Ci911ur-enlent and IrliOn113 jcuI Syrslenl PAGE: 2 PR26 - cOW Iyrerrcia' SLrnnrnry Repari Program Veer21317 LINE 17 DETAIL ACTIVITIES T6 CONSIDER IN DETERMINING THE AMOUNT TO ENTER ON LINE 17 Repnrt relrrnnen no data. LINE 18 DETAIL- ACTIVITIES TO CONSIDER IN DETERMINING THE AMOUNT T4 ENTER ON LINE 18 Plan Year 11N5Praject 11)05 Activity Piarna Aaron Matrix NED0001 Code Objective Drawn Amount 2016 9 289 Palo Alto Gardens Landsce1rlg 145 LMN 551,775.51 140 Matrix Code 551,775.51 Total Stt1,179-51 LINE 10 DETAIL ACTIVITIES INCLUDED IN THE COMPUTATION OF LINE 10 Plan Year HAS Project 1015 ActivityYOUCAller tAumlaer Activity Marne Matrix Naleenai Code -Objective Drawn Amount 2017 2 291 6112564 LOIg-Temi Care Ombu2E9nan Pro -warn 05A. LMC 51.272.33 7MI1? 7 MI 61'2]15.# long -Term Care CirrXriisrnan PreSirem (15k !Mc 55.099.51 2017 2 291 8143560 Lang -Teal' Care Orrtudartrarl Prawn 056 LMC 11.828.69 2017 2 291 6183451 Lolg-Tenn Care Ombu1sman Prot evn 05A. LMC 51.374.23 058 Matrix Code 59,254-97 20.17 1 292 6112564 Naming and Emergency Services Mr Persons with 059 LMC 51.,290.90 UlsablIrtles 7.71 r } 292 4117153. Hnusi g and Emrgency _Semites far Parsons with OSH LMC 31,282.04 Disabilities 2017 1 292 6143550 Housing and Emergency Sen4las ror Persons 44th 056 LMC 51.252,04 13isatriliies 2017 1 292 6163451 Housing and EmEegerry Services For Persons with 055 LMC 51346.00 4lsa riIrlias 055 Matrix Cede ss,422A0 2017 5 293 6112564 Dcnle45c 1c ame Services Program 056 LMC 92.190.50 2017 5 293 6133153 t]r]rnesdc VIc n0e Bermes Pr0'2rarn 056 LMC 52.209.53 2017 5 293 6143569 Daneslic Violence Servioer Program 05G LMC 32.342.29 2017 5 293 6163451 Domestic Violence Services Program 056 LMC 52.313.6.1 0512 Matrix Code 59,057,65 2017 9 290 6172564 Workrrce Development Program 05H LMC 501,619.76 X17 6 290 6133153 Workrrce Development Program 0511 LMC 571853.49 7017 0 77212 6143566 Werkr7rpe DinAhleRtnEnr Rrogrurn rlSH I.Mc 165.534.75 2017 9 290 6183451 Workforce Development Pr1grurn 05H LMC 5104,508.29 0311 Matrix Code #920,574,118 7017 3 247 61]25$1 Oirgwx1iI1ity Sc'.lces Cnrrter 05Z LM[; Ell. /-01.91 2017 3 297 6133153 Opoor1Lr1ily Sevvicet Center 052 LMC 510,142.26 2017 3 297 6143566 Dpparll/nay Services Center 052 LMC 57.353.71 Ali 4 296 411.714.1 tiF10 Hesident 9 uppnrt SS,nruiccs 062 LMC $!;,871]_15 2717 4 296 6123153 5R0 Resident 5upporI Services 052 LMC 55,0-31.75 21217 4 29'5 6143565 5 R Resident 5uppart Services 052 LMC 55.831.75 201? 4 295 0153451 5 P Resident aippmrt Services 452 LMC 51,£121.75 OSI Matrix PIMA 9,80,855,00 Total 941.5,6114.51 LINE 27 DETAIL- ACTIVITIES INCLUDED IN THE COMPUTATION ❑P LINE 27 PlanYear 11)15 Project 11:45 paS Aetl ty Voucher Aetielty Nam Matrix National Number Code Objective 1:71aActiktilearell 2917 2 291 6112564 Long -Tenn Care Oniluds€nan Program 05A LMC 91.272.33 217 ,- 291 6133153 Long -Terra Care Om4L,1e1 n Prol}rarm 051 LMC 55.130.57 7111 25.1 6143565, Larg-Teirrrr Care 4nYlrxl n n Prrrgerrr 05A LMC 11,628.59 2917 2 291 6195451 Long -Tern Care 0nitudarean Program, 05A LMC 51,374.116 67 11111111 Office or Community Planning and 0eve pernenl. DATE_ 09-25-15 11 W.S. department IA Fkiming and urban ne'didrylnntaM TINE- 16'18 Integrated DiSbufoenlerit and Irtrorniitc I System PAGE. 3 PR76 - 1 UP5C Fna'rrcmi 1rnrngry Rapui Program 'Yew 2017 Man Yeas 1015 Project 1015 Activity Hou r Activity Name Matrix Nariam] Code ohjeclnie D141.1 Ammo' 054 Matrix Gone S4 91497 2017 1 292 5112564 Housing and Emergency 5erNDas far Persons witil 055 LMC 51,260.03 eleRrtiiirlicy 2417 292 8133153 Housing and Eme,gency Ser,d0es Fur Persrins with 059 LMC 51,282,[313 Olsatillrtles 2017 1 292 6143566 Housing and Erreagenoy.k.ndoes for Persons with 3118 LMt 91 252.03 0ls8bilnies 2097 1 292 6183151 Mousing end En►lrgercy 5endoes For Persons 5tlth 058 LMC 61,245.60 Clisabinities 055 Metnlx Elide 5,5,3132-40 2017 5 293 6112564 unrnestc Violence Services Program 05G LMC 52,193].4] 2017 5 292 6121153 Domestic Violence Serviam Program 115E LMC 52,203.63 2417 5 293 5143566 Corneille Vldem* Servltes Program 05G LMC 52,843.39 2617 5 293 6183451 Opnesdc iidence 56rarces Program 056 LMC 52,313.64 050 Matrix Cede 69,0!!7.66 2417 6 290 6112564 workForre Development Program 05H LMC $81,618.16 2017 8 794 6133153 ALtirkroree Derfflopment Prograrn 458 LMC :573,553.49 2017 9 2911 6143586 Workforce Development Progrnrn 058 LMC 369,534.25 2617 5 290 5153451 workForse Development Program 05H LMC 51104,9614.3 f 05F1 Matrix Cede 6525,574 - se 2017 3 297 8112564 Opuerlurrity Sev ices Center 052 LMC $19,761.64 2617 3 297 6133153 Opponlrnrty 5e'eces Center 052 LMC 5131,142.35 201'7 3 217 6143566 i3RLrt'rl!mMY +5R31GrTSY 052 LMC 67,392.71 2617 4 296 8112564 SRO Resident Suwon Serote5 052 LMC 55,831.75 2017 4 296 6133153 5R0 Resident Support Servres 052 LMC 65,831.76 201.7 4 246 6143566 4510 Resident .`-Lppert Sconces (112 LMC 65,531.75 2017 4 296 8193451 SRO Resident Support 5ervietl 052 LMC 95,831,75 052 Matrix Cade 9@4,655.04 Total 5413,6124.31 LINE 37 DETAIL- ACTIVITIES INCLUDED 1514 THE COMPUTATION OF LINE 37 Dian Year ID15PrnjLct IDISAotivilp Number aofvilyMine matrix Nenhonal Code 0bjecliee Dra nAnruunl 2017 7 294 6112564 Ciry of Palo Arm 214 $12,067,43 7417 7 294 6133153 City or Palo Ono 214 616,466.91 2017 7 294 6141566 City or Palo Alto 214 332,458.46 2617 7 294 6153451 Cry of Palo Alto 214 $21,ev.r,2 21* Matrix Co5e 692,460-00 2317 5 295 6112584 Fair Housing Services 210 54,528.51 2017 6 295 6143566 F81r Hauling Services 210 $11,6413.67 74117 6 795 6163451. Fair Housing Services 210 :$15,542.62 210 MaTrjx code 532;012-00 Total .5114,472.00 68 CITY OF PALO ALTO Adju€tmoarts Summary Lurie Number Adjustment Detail 01- Unexpended CDBG funds at end of previous reporting period. 432,674.46 30. Adjustment to compute total (329,574.88) subject to P5 cap Amount from PY2OI6 P&26 This funding is related to activity undertaken by a CaDO and not subject to the PS Cap 69 CITY OF PALO ALTO IQIS REPORTS OUTCOME PERFORMANCE MEASUREMENTS REPORT (CO4PR$3.) PROGRAM YEAR 2017 70 IDIS - PR83 Public Facilities and Infrastructure U.S. Department of Housing sold Urban Development DATE: 09-27-18 office of community Planning and Development TIME: 1030 Integrated Disbursement and Infommation System PAGE: 1 MSG Performance Measures Report Program Year 2017 PALO ALTO,CA Create Suitable Living Provide Decent Housing Create Economic Opportunities Taal Access Afford Sustain Access Afford Sustain Access Afford Sustain Number el Persons ASSMted with new access to a faclGty w0h improved access to a facility with access to a facility that la no toner substandard 0 0 O O 0 O 0 O 0 0 0 O 0 a 0 O 0 0 0 O 0 0 O 0 0 0 0 a O Totals - 0 0 0 0 0 Number of Households Assisted *kith new access m afacluty 0 with improved access to a facility 0 with access to a facility that is no loner substandard 0 0 0 0 0 ❑ 0 0 a 0 0 0 0 O 0 O 0 O 0 0 0 Totals : 0 ❑ 0 0 0 0 0 0 Public Services Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Alford Sustain Number of Persons Assisted with new for continuing) access to a service 1,869 0 0 0 0 with Imp, need (or continuing) access to a service O ❑ 0 0 0 with new access to a service that Is no lunge. substandard O ❑ 0 0 0 32 0 0 1,220' ❑ 0 0 0 O 0 0 Totals: 1,088 0 0 0 32 0 0 1,920 IDIS - PR13 U.S. Department of Housing and Urban Development DATE: 09-27-18 office of community Panning and Development TIME: 10:39 Integrated Disbursement and Information System PAGE: g MRS Performance Measures Report Program Year 2017 PALO ALTO,CA Public Services (continued) Create Suitable Living Provide Decent Housing Create ECM -1011110 Opportunities Total Access Allard Sustain Access Afford Sustain Access Accord 0001001 Number of Households Assisted with new (a continuing) access to a service O 0 0 0 0 0 0 0 with improved (or continuing) access to a service 0. 0 0 0. 0. 0 0 0 with new access to a sere* that is no longer substandard O 0 0 0 0 0 0 0 0 Totals r a n n Ecenomit Derefeement a ❑ a Create 50000le living Proslde Decent Housing create Economic oppotwmues Total Access Afiord Sustain Access Afford Sustain Access Afford Sustain Tota! Number el Businesses Assisted O 0 0 0 0 Of Total New businesses assisted 0 0 0 0 Dusting businesses assisted O 0 ❑ 0 Number of business facades/buildings rehabilitated O 0 0 0 0 Assisted businesses that provide a good 01 00150 a to service arealneghborhoadloommunity O ❑ 0 0 0 Total Number of lobs Created a ❑ 0 ❑ 0 Types of Jobs Created 011eials and Managers O 0 0 0 ❑ 0 O 0 ❑ 0 0 0 0 0 ❑ 0 O 0 0 71 IDIS - P103 Economic Development (continued) U.S. Department of Housing add Urban Development DATE: 0O-27-18 Office of community Planning and Development TIME: 1030 Integrated Disbursement and Information System PAGE: 3 CDBG Performance Measures Report Program Year 2017 PALO ALTO,CA Create Suitable Living Provide Decent Housing Create Economic Opportunities Taal Access Afford sustain Access Afford Sustain Access Afford Sustam Professional O 0 0 0 0 0 0 0 Techrduiarr, O 0 0 0 0 0 0 0 0 Sales O 0 0 9 0 0 0 0 9 Office and Clerical 0 0 0 0 0 0 0 0 Craft Workers (skilled) O 0 0 0 0 ❑ 0 0 Operatives (semi -skilled) O 0 9 R 0 0 ❑ 0 0 0 Laborers (0.0011ed) O ❑ 0 0 0 ❑ 0 0 Service Workers 9 ❑ 0 0 9 ❑ ❑ 0 0 Of jots created, number with employer sponsored health care benefits 0 0 0 0 0 0 0 0 0 Number unemployed prior to taking jobs O 0 0 0 0 0 0 0 0 Total Number of gobs Retained O 0 0 0 ❑ ❑ 0 0 Types of fobs Retained °Hided and Managers O 0 0 0 0 0 0 0 Professional O 0 0 0 0 0 0 0 0 IDIS - P1183 U.S. Department of Housing and Urban Development DATE: 09-27-1e Office of community Planning and Development TIA1: 10:38 Integrated Disbursement and Information System PAGE: 4 cnun Performance Measures Report Program Year 2017 PALO ALTO CA Economic Development (continued) Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Aoora sustain Access Afford Sustain Access Aridrd Sustain Technicians. O 0 0 Sa1e5 R 0 0 Office and Clerical O ❑ ❑ Craft Workers (skilled) O 0 0 Operatives (semi -skilled) O 0 0 Laborers (unskilled) O 0 0 Service WarkerS O 0 0 tN lobs relined, number Alm employer sponsored health rare be0e810 O 0 0 Acres 01 Broviramids Remedia1ad O 9 0 O 0 0 0 ❑ CI O 0 0 0 0 0 O 0 0 0 0 0 0 0 0 O 0 0 0 ❑ O 0 0 0 0 0 O 0 0 0 0 0 O 0 0 0 0 O 0 0 0 0 0 0 72 COTS - PR83 Rehabilitation of Rental Housing U.S. Departmental Housing and Urban Development DATE: 09.27.18 Office of Community Manning and Development 711E: 10:41 Integrated Disbursement and Information System PAGE: 1 C001 Performance Measures Report Program Year 2017 PALO ALTO.,CA Crease Suitable Wing Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Total MIN* units O 0 0 0 0 0 0 Total SR., URG units O 0 0 0 0 0 0 0 0f Total. Number of Units Made 504 accessible 0 0 0 0 0 0 0 0 0 Brought from substandaM to standard condition 0 0 0 0 0 0 0 0 Created through conversion of non-reetdential to residential buildings O 0 0 0 0 ❑ Qualified as Energy Soar O 0 0 0 0 0 0 0 Brought to lead safety templiance O 0 0 0 0 d 0 0 0 Affordable O 0 0 0 0 0 0 0 0f Affordable Units Number subsidized by another federal, stale, local program O 0 0 0 0 0 0 0 Number occupied by elderly O 0 0 0 0 0 0 0 0 Number of years of affordability O 0 0 0 0 0 0 0 Average number of years of affordability per unit O 0 0 0 0 0 0 0 0 Number designated 10r persons with HIV/AIDS O 0 0 0 0 0 0 0 OIs - PRBB Rehabilitation of Rental Housing (continued) U.S. Department of Housing and Urban Development DATE: 00.2748 Office of Community Panning and Development TIME: 12.41 Integrated Disbursement and Information System PAGE: 2 COBG Performance Measures Report Program Year 2017 PALO ALTO,CA Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford 15000 r Access Afford Sustain Access Afford ammo Of those, number for the chronicoRy frameless O ❑ 0 0 0 Number N permanent housing units for homeless persons and ferralies O 0 0 ❑ 0 Of those, number for the chronically homeless O 0 0 0 0 0 ❑ 0 0 0 0 0 Construction of Rental Housing Create Suitable Living Provide Decent Housing Creole Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Total MAW units O 0 0 0 0 0 0 0 Total SE., URG units O 0 0 0 0 0 ❑ 0 0 0 0f Tata1. Number or 501 accessible units O 0 0 0 0 0 0 0 Units qualified as Energy Star O 0 0 0 0 0 0 0 0 Aff0rdatfle units O 0 0 0 0 0 0 0 0 Of A0ariabl0 Units Number occupied by elderly O 0 0 0 0 0 0 0 Years of affordability O 0 0 0 0 0 0 Average number of years of affordability per unit O 0 0 0 0 0 0 0 0 73 CDls - PR80 Constru0 Wn of Rental Housing (continued) U.S. Department of Housing and Urban Development DATE: 09.27.18 Of❑ce of Community Planning and Development 11 ME: 10:41 Integrated Disbursement and Information System PACE: 9 CDSG Performance Measures Report Program Year 2017 PALO ALTO,CA Create 00011 la Living Provide Docent Housing Create Eoodnrnlc Dpporturites Total Access Afford Sustain Access Afford Sustain Access Afford Sustain Number subsidized with project based rental assistance by another federal, state, or local program ❑ ❑ R ❑ 0 0 Number designated far persons with HIWAIDS R R 0 0 0 0 of those, die number for the chronically homeless ❑ ❑ 4 0 0 Number of permanent 0000001 units for 000ef000 persons and females O 0 0 0 0 0 Of those, the number for the chronically homeless O 0 0 0 0 0 0 0 0 0 0 0 o R 6 o a 0 O 0 0 0 1 - PR83 Owner Occupied Housing Rehabilitation U.S. Department of Housing and Urban Development DATE: 09-27-18 office of community Penning and Development TIME: 10:43 Integrated Disbursement and Information System PAGE: 1 CIDBG Performance Measures Report Program Year 2017 PALO ALTO,CA Create Suitable Living Provide Decent Housing Create Economic Opportunities Taal Access Afford Sustain Access Mora Sustain Access Afford Sustain Total LW* units Total S8*, URG units 01 Tom. Number of Units 9ceupied try elderly Brought from substandard to standard condition Qualified as Energy Star Brought to lead safety compliance made accessible a a R a a a o 0 a a a 0 0 0 0 0 O 0 0 0 0 0 0 0 O 0 m 0 0 0 0 0 O 0 0 0 0 ❑ 0 0 ❑ ❑ 0 0 0 ❑ 0 0 O 0 0 0 0 0 0 0 Hornebuyer Assistance Create Suitable Laing Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Dumtain Access Afford &mabn Total Households Assisted a 0 0 Of Taal: Number of first-time homebuyers ❑ 0' 0 Of those, number receiving housing counseling O 0 0 Number of households receiving dovnnaymenticlosing costs assistance O 0 R a a a a 0 O 0 O 0 O 0 4 O 0 ❑ 0 ❑ 0 74 ICU S - PR83 U.S. Department of Housing and Urban Development DATE: 09-27-18 Office of Community Planning and Development TIME 10:43 Integrated Disbursement and Information System PAGE: 2 0290 Performance Measures Report Program Year 2017 PALO ALTO,GO Development of Homeowner Housing Create Suitable Living Provide Decent Housing Cream Economic Oppormrties Total Access Afford Sustain Access ATl2fd Sustain Access Afford Sustain Total UM* units O 0 0 0 0 0 0 Taal 5B*, LINO units O 0 4 0 0 0 0 0 Of Total, Number of Affordable units O 0 0 0 0 0 0 0 0 0 Years of affordability O 0 0 0 0 0 0 0 Average number of years of affordability per unit O ❑ 0 0 0 0 0 0 Units qualified as Energy Star O 0 0 0 0 0 0 0 0 504 accessible *ruts O 0 0 0 0 0 0 0 Units occupied by households previously hvinti in su0loiz0n housing O 0 0 0 0 0 0 0 Of Affordable Units Number occupied by elderly O ❑ 0 0 ❑ ❑ 0 0 Number designated for persons with HIV/AIDS O 0 0 0 0 0 0 Of those, number for the chronically homeless O 0 ❑ 0 0 ❑ 0 0 Number of h0usirg amts fat homeless persons and Minks O 0 0 0 0 0 0 0 Of those, number for the chronically homeless O 0 0 0 0 0 0 0 IDIS - PR83 Housing Subsidies U.S. Department of Housing and Urban Development DATE: 09-27-18 Office of community Penning and Development TIME: 10:43 Integrated Disbursement and Information System PAGE: 3 COBG Performance Measures (deport Program Vear 2017 PALO ALTO,CA Create Suitable Living Provide Decent Housing Create Economic Opportunities Taal Access Afford Sustain Access Afford Sustain Access Afford Sustain Total Number of Households O 0 0 0 0 0 0 0 Of Total: Number of households receiving short-term rental assistance [c. = 3 moths) O 0 0 0 0 0 0 Number of households assisted that were previously homeless O 0 0 ❑ 0 0 0 0 Of those, number of chronically homeless households O 0 0 0 0 ❑ 0 0 Shelter for Homeless Persons Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Access Afford Sustain Access Afford Sustain Access Afford 5usta0l Number of beds created in overnight shelterlooter emergency housing 4 0 0 0 0 0 0 0 Number of homeless personsgiven overnight shelter 304 0 ❑ 0 0 0 ❑ 0 304 Homeless Prevention Create Suitable Living Provide Decent Housing Create Economic Opportunities Total Acores Afford Sustain Access Afford Sustain Access Afford Sustain Number of Persons Assisted Thar recenred emergency financial assistance to prevent homelessness O 0 ❑ 0 0 0 0 0 that received emergency legal assistance to prevent homelessness O 0 0 0 0 0 0 0 0 0 75 CITY OF PALO ALTO C - SECTION 3 REPORT 76 Section 3 Summary Report Economic Opportunities for Low- and Very Low -Income Persons U.S, Department of Housing and Urban Development Oftice of Fair Hou'irg and Equal Oppertuni&y COMB Approval No. 2529.00433 B1 (exp_ 11 f OE /20 Disbursement Agency CITY OF PALO ALTO 250 HAMILTON AVENUE, PALO ALTO, CA 9430 94-6D00389 Reporting Entity CITY OF PALO ALTO 250 HAMILTON AVENUE, PALO ALTO, CA 94303 Dollar Amount: $4329177, 6 Contact Person,_ Emu' Maqbool Date Report Submitted: 9/24.,+018 Reporting Period From To Program Area Code Program Area Name 7/1/17 6/30118 CDB1 Community Devel Block Grants The expenditure of these funds did not result in any covered contracts or new hires during the 12 -month period selected_ 77 CITY OF PALO ALTO D - NOTES ON IDIS REPORTS PRO3: IIDIS Activity 4 277 — Program Year 2015, includes 581,666.41 in Drawn Thru Program Year" Field. This activity shows up in the PRO3 for 2017 because 1015 5hpw5 the completion data of August g'", 2017 due for the fact that the activity was not closed down in the actual program year It was completed and the staff corrected this in August 2017. No amount was dawn for this activity in Program Year 2017. We are providing this explanation, because at the end of the report, the "Total funded Amount" and "Total Drawn Thru Program Year" amount includes the $31..055.41. PR23; On page 2 of this report, for Activity Group — Housing, the report i552If-populating 154_ The project name Is Palo Alto Gardens and the numbers assisted were reported in Program Year 2016. The staff have not reported these numbers in 2017 CAPER to avoid duplication_ The project was completed on July 7'h, 2017. The final payment for this praiect was done ,n Program Year 2017 and the activity is still open, the star is assuming that the numbers are self -populating because of this. The grand total in the report does not reflect the number cif persons assisted by Project Sentinel (20} be[ausr it 11 si t ui; under the Planning & Administration category, The grand total should be 1450-154 (Palo Alto Gardens) * 20 (Project Sentinel) s 1316 and this is reflected in in the CAPER, CR-10 Racial and Ethnic Composition of tanbllles Assisted in Table 2. P 3. In the program year 2017 the City of Palo Alto assisted 1316 persons_ The total on the report shows 1920r Staff cannot determine the reason for this discrepancy. SECTION 3 REPORT, The Staff submitted the Form 60002 online in SPEARS on September 24th, 2018. The Report ID is 35314. 79 CITY OF PALO ALTO E PUBLIC COMMENTS 80 On September 08, 2018 the CD8G staff received a cemment from the resident of Palo Alto err CAPER. The CDRG staff responded to the comment on September 26`", 2018_ Please see below the questions asked by the resident and the staff's response to it. 1. What are the city's plans and timetable for the creation of such units? C►n February 12, 2018, the City Council approved a Housing Work Plan that outlines steps to implement the City's vision and adopted policies and programs for housing production, affordability, and preservation_ The Work Plan Includes select policies and programs from the adapted Comprehensive Plan, adopted Housing Element, and a City Council colleagues' memo. The approved Housing Work Plan indicates what action is needed to spur the production of housing. Staff is in the press of preparing zoning code amendments to implement the Housing Work Plan; the mot current recommendations will he discussed with the Planning and Transportation Commission PTC on September 25, 2018_ For details on staff's progress and the proposed ordinance, please see the PTC staff retort. 1-7:335 r"'1a,,.v,: citvcfpal ralto,org civicaxlfilebankidocurnents{56826 2. Has any thought been given to expanding the approved "Affordable Housing Fund' Guidelines" to Include emergency shelter housing for the tiny fraction of our residents who remain unhrtised? The existing 'Affordable Housing Fund Guidelines" mentions that CDlif3 funds are used for the construction or rehabilitation of shelters. The City of Palo Alto during the last fiscal year provided funds for the rehabilitation of the Opportunity Center which provides 88 units of affordable housing to individuals and families who are homeless or at risk of becoming homeless_ Additionally, the City funds ILifeMoves Opportunity Center to assist population that are in need of emergency shelter housing. During the past fiscal year, the Opportunity Center served 614 unduplicated individuals, 431 unduplicated individuals received case management, housing/job search, referral and mentoring services; and 6,648 shelter nights were provided. However, there are no plans at this time to modify the "'Affordable Housing Fund Guidelines_" 81 CITY OF PALO ALTO City of Palo Alto (ID # 9651) City Council Staff Report Report Type: Informational Report Meeting Date: 11/5/2018 Summary Title: Presentation of a Gift to the City from Cubberley Artists Title: Presentation of Gift to the City by Cubberley Artists of Veterans' Art Book From: City Manager Lead Department: Community Services Executive Summary Cubberley Artists Daniele Archambault, Servane Briand and Paloma Lucas led the first Cubberley Artist Studio Program (CASP) collaborative comic book project in honor of Veteran's Day 2017. The final book, Thank You for Your Service, featuring contributions by the community in honor of veterans, is being presented as a gift to the City of Palo Alto, during the City's Veteran's Day event on November 5th. Background and Discussion The 2017 annual CASP open studios festivities took place on Saturday, November 11th — Veteran's Day. The entire event commemorated veterans, including an exhibition of veteran photography and prose titled, Seeing Hope, writing and photo workshops, more than 20 open studios, and a collaborative comic book project. Artists Daniele Archambault, Servane Briand and Paloma Lucas hosted visitors in their studios to create the first CASP collaborative comic book project as a rememberance of and thank you to veterans. Visitors were invited to create short comic strips with colored pencils on a template provided by the artists. Participants were encouraged to share their own feelings of gratitude and connection with the military community. Each of the ninety strips was scanned, compiled and turned into a collection of three books with an e -book version available online. Titled Thank You for Your Service, the final book is comprised of the original pages created on 8.5" x 5.5" archival paper that have been bound into a series of three books: Stories, Memories and Imageries. It was edited, printed, and hand -bound by Archambault, Briand and Lucas at the Cubberley Artist Studios in Palo Alto and housed in a hand -made portfolio box. Each of the book covers is made of army uniform fabric and is titled in the font used to display names on uniforms. Archambault, Briand and City of Palo Alto Page 1 Lucas also made seven copies of the books in repurposed ammunition boxes. Thank You for Your Service was recently on display at the American Bookbinders Museum in San Francisco and is now being presented to the City as a gift. The book will be made available to the public through Palo Alto Libraries. An e -book will also be available for free to the public. City of Palo Alto Page 2 CITY OF PALO ALTO City of Palo Alto (ID # 9743) City Council Staff Report Report Type: Informational Report Meeting Date: 11/5/2018 Summary Title: Investment Activity Report Title: City of Palo Alto Investment Activity Report for the First Quarter, Fiscal Year 2019 From: City Manager Lead Department: Administrative Services Background The purpose of this report is to inform Council of the City's investment portfolio status as of the end of the first quarter ending September 30, 2018. The City's investment policy requires that staff report quarterly to Council on the City's portfolio composition compared to Council - adopted policy, portfolio performance, and other key investment and cash flow information. Discussion The City's investment portfolio is detailed in Attachment B. It is grouped by investment type and includes the investment issuer, date of maturity, current market value, the book and face (par) value, and the weighted average maturity of each type of investment and of the entire portfolio. The par value of the City's portfolio is $511.2 million; in comparison, last quarter it was $522.3 million. The $11.1 million portfolio decline since the last quarter primarily results from the prepayment of the City's fiscal year 2019 Unfunded Accrued Liability (UAL) pension cost for active employees to the Public Employers' Retirement System (PERS) totaling $25.9 million. By prepaying PERS instead of making payments with each payroll period, the City expects savings of $937 thousand in PERS payments; however, this savings will be partially offset by the loss of approximately $293 thousand in interest income in the City's portfolio. The net citywide savings of prepaying the UAL cost is $644 thousand. The saving is a consequence of PERS' ability to earn interest earlier and at a higher rate than the City's portfolio could realize. Without this prepayment, the portfolio in the first quarter would have been higher by $14.8 million. In addition, seasonality and the timing of remittances and expenditures affect cash flow. For example, the first quarter has one less payroll compared to the prior quarter. The portfolio consists of $35.3 million in liquid accounts and $475.9 million in U. S. government treasury investments, agency securities, bonds of State of California local government agencies, City of Palo Alto Page 1 bonds of some of the fifty United States, medium -term corporate notes, and certificates of deposit. The $475.9 million includes $128.4 million in investments maturing in less than two years, comprising 27.0 percent of the City's investment in notes and securities. The investment policy requires that at least $50 million be maintained in securities maturing in less than two years. The current market value of the portfolio is 97.2 percent of the book value. The market value of securities fluctuates, depending on how interest rates perform. When interest rates decrease, the market value of the securities in the City's portfolio will likely increase; likewise, when interest rates increase, the market value of the securities will likely decrease. Understanding and showing market values is not only a reporting requirement, but essential to knowing the principal risks in actively buying and selling securities. It is important to note, however, that the City's practice is to buy and hold investments until they mature so changes in market price do not affect the City's investment principal. The market valuation is provided by Union Bank of California, which is the City's safekeeping agent. The average life to maturity of the investment portfolio is 3.60 years compared to 3.83 years last quarter. Investments Made During the First Quarter During the first quarter, $18.7 million of securities with an average yield of 3.3 percent matured. No securities were purchased this quarter. Due to extraordinary expenditures, a one- time sale of $12 million (par value) in securities was done with the City Manager's and the Acting Chief Financial Officers approval in July 2018. A principal gain of $248 thousand was realized on the securities sale. The expectation is interest rates and City's portfolio's average yield will gradually rise. However, in the first quarter, the maturity of securities with yields higher than the portfolio's average yield and no purchase of securities to replace them due to liquidity needs, resulted in a slight average portfolio yield decrease. To address the need for liquidity in the first and second quarter of the fiscal year, the City's short-term money market and pool account increased by $7.6 million compared to the fourth quarter of the prior fiscal year. Investment staff continually monitors the City's short-term cash flow needs and adjusts liquid funds to meet them. Availability of Funds for the Next Six Months Normally, the flow of revenues from the City's utility billings and General Fund sources is sufficient to provide funds for ongoing expenditures in those respective funds. Projections indicate receipts will be $273.3 million and expenditures will be $245.8 million over the next six months, indicating an overall growth in the portfolio of $27.5 million. As of September 30, 2018, the City had $35.3 million deposited in the Local Agency Investment Fund (LAIF) and a money market account that could be withdrawn on a daily basis. In addition, investments totaling $29.2 million will mature between October 1, 2018 and March 31, 2019. Based on the above and staff's revenue and expenditure forecast for the next six months, staff City of Palo Alto Page 2 is confident that the City will have more than sufficient funds or liquidity to meet expenditure requirements for the next six months. Compliance with City Investment Policy During the first quarter, staff complied with all aspects of the investment policy. Attachment C lists the major restrictions in the City's investment policy compared with the portfolio's actual performance. Investment Yields Interest income on an accrual basis for the first quarter was $2.8 million which is $0.2 million or 9.4 percent higher over the same period last year. As of September 30, 2018, the yield to maturity of the City's portfolio was 2.17 percent. In the first quarter, LAIF's average yield was 2.0 percent while the average yield on the two-year and five-year Treasury bonds was approximately 2.67 percent and 2.81 percent, respectively. The rising interest rate is expected to gradually increase the portfolio's yields. Historically, the City's portfolio yield has outperformed the two-year and five-year Treasury bond rates, however with the recent rapid interest rate rise that is no longer the case; this is an expected occurrence. As the City's laddered portfolio investments mature in the next year or two, funds are expected to be reinvested in higher yielding securities. Yield Trends The Federal Open Market Committee (FOMC) raised the federal funds and discount rates to 2.0 and 2.75 percent in September 2018, respectively. In the past year, both rates have risen by 1.0 percent. The FOMC restated its view of a robust economy and maintained a similar outlook when they met in June 2018; this includes strengthening labor market with inflation and unemployment remaining low. Business fixed investment spending has improved strongly. The FOMC expects future rate increase to be gradual and dependent on the economic outlook. Though the continued expectation is rates will rise, factors that could keep a lid on rate increases include low inflation, weak wage growth, and domestic and global economic uncertainties. The FOMC next meetings are on November 8th and December 19th. Funds Held by the City or Managed Under Contract Attachment A is a consolidated report of all City investment funds, including those not held directly in the investment portfolio. These include cash in the City's regular bank account with US Bank and Wells Fargo. A description of the City's banking relationships can be found in City Council Staff Report ID # 7858. The bond proceeds, reserves, and debt service payments being held by the City's fiscal agents are subject to the requirements of the underlying debt indenture. The trustees for the bond funds are U.S. Bank and California Asset Management Program (CAMP). Bond funds with U.S. Bank are invested in federal agency and money market mutual funds that consist exclusively of U.S. Treasury securities. Bond funds in CAMP are invested in banker's acceptance notes, certificates of deposit, commercial paper, federal agency securities, and repurchase agreements. The most recent data on funds held by the fiscal agent is as of September 30, 2018. City of Palo Alto Page 3 In January 2017, the City established a Section 115 irrevocable trust (Public Agencies Post - Employment Benefits Trust) administered by Public Agency Retirement Services (PARS). This fund it not governed by the City's Investment Policy, however, is discussed in this report for administrative ease. It is the City's intent to prefund pension costs and begin to address the Net Pension Liabilities (NPL) as calculated by Governmental Accounting Standards Board Pronouncement No. 68 (GASB 68). The Section 115 Trust offered by PARS has five portfolios from which to choose in making investments of City funds. The City has selected the "Moderately Conservative" portfolio which is the second most conservative. Additional information on this trust can be found in City Council Staff Report ID #7553. Through September 30, 2018, principal investment contributions of $5.5 million have grown to $5.6 million. As of September 30, 2018 the one year yield was 2.52 percent. Fiscal Impact This is an information report. Environmental Review This information report is not a project under the California Environmental Quality Act; therefore, an environmental review is not required. Attachments: • Attachment A: Consolidated Report of Cash Management • Attachment B: Investment Portfolio. • Attachment C: Investment Policy Compliance City of Palo Alto Page 4 Attachment A Consolidated Report of Cash Management City of Palo Alto Cash and Investments First Quarter, Fiscal Year 2018-19 (Unaudited) Book Value Market Value City Investment Portfolio (see Attachment B) Other Funds Held by the City Cash with Wells Fargo Bank (includes general and imprest accounts) $ 515,463,237 $ 500,998,193 152,406 152,406 Cash with US Bank 2,499,661 2,499,661 (includes general and imprest accounts) Petty/Working Cash 12,578 12,578 Total - Other Funds Held By City Funds Under Management of Third Party Trustees * 2,664,645 2,664,645 Debt Service Proceeds US Bank Trust Services ** 1995 Utility Revenue Bonds Debt Service Fund 196 196 1999 Utility Revenue Bonds Debt Service Fund 2002 Downtown Parking Impvt. (Taxable) Certificates of Participation Reserve Fund 2009 Water Revenue Bonds (Build America Bonds) Debt Service and Reserve Funds 2010 General Obligation (Library) Bond Debt Service and Escrow Fund 2011 Utility Revenue Refunding Bonds Debt Service and Reserve Funds 2012 University Ave. Parking Refunding Bonds Reserve and Escrow Funds 2013 General Obligation (Library) Bond Escrow Funds 2018 Capital Improvement (Golf Course & 2002B COP Refinance) (Taxable- Green Bond) Certificates of Participation Cost of Issuance Fund California Asset Management Program (CAMP) *** 2012 University Ave. Parking Refunding Bonds Reserve Fund 2013 General Obligation (Library) Bond Reserve Fund Public Agencies Post -Employment Benefits Trust **** Public Agency Retirement Services (PARS) Total Under Trustee Management GRAND TOTAL 221 221 297 297 2,577,894 2,577,894 2,488,954 2,488,954 1,449,529 1,449,529 1,852,878 1,852,878 3,160,198 3,160,198 17,569 17,569 2,607,576 2,607,576 623,700 623,700 5,626,676 5,626,676 20,405,687 20,405,687 $ 538,533,569 $ 524,068,525 * These funds are subject to the requirements of the underlying debt indenture. ** U.S. Bank investments are in money market mutual funds that exclusively invest in U.S. Treasury securities. *** CAMP investments are in money market mutual fund which invest in bankers acceptance, certificate of deposit, commercial paper, federal agency securities, and repurchase agreements. **** PARS investments are in moderately conservative index plus funds CUSIP r, of Investment # Issuer City of Palo Alto Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Purchase Date Book Value Par Value Current City of Palo Alto Administration Svcs. Dept. 250 Hamilton Ave., 4th Floor Palo Alto, CA 94301 (650)329-2362 YTM YTM Maturity Days To Market Value Rate 360 365 Date Maturity Managed Pool Accounts SYS158 158 SYS159 159 Negotiable CD's 02600ADE4 1476 NCD 01748DAW6 1844 NCD 02082CBG4 1525 NCD 025140BC7 1692 NCD 02554BCE9 1371 NCD 02772JAC4 1766 NCD 029733BX9 1805 NCD 02587CAC4 1333 NCD 06610RAM1 1776 NCD 065847DH5 1696 NCD 06246PBP9 1821 NCD 06610TDB8 1421 NCD 080515AT6 1280 NCD 066851SG2 1377 NCD 06607ABD2 1477 NCD 88241TBM1 1796 NCD 061785CM1 1396 NCD 062649ZV3 1302 NCD 35907XCL9 1498 NCD 063615AX6 1472 NCD 03753XAN0 1693 NCD 05581WNY7 1783 NCD 05580AJK1 1807 NCD 08173QBR6 1680 NCD 06644QAA9 1767 NCD 06652CEY3 1380 NCD Run Date: 10/21/2018 - 21:23 Fidelity Investments 07/01/2015 Local Agency Investment Fund 07/01/2015 American Federal Bank Allegiance Bank - Texas Alpine Bank American City Bank American Eagle Bank American National Bank American State Bank OSCE American Express Centurion Bk Bankers Bank Bank of Wisconsin Dells Bank of Grove Bankers Bank of the West Belmont Savings Bank Bar Harbor Bank & Trust Bank Champaign Texas Exchange Bank Bank of Deerfield Bank of Holland Michigan Frontier Bank Madison NE Bank West Apex Bank BMO Harris Bank BMW Bank of North America Beneficial Bank BankFirst BankWest, Inc. Subtotal and Average 3,019,007.27 3,019,007.27 3,019,007.27 1.970 1.943 1.970 1 32,303,033.71 32,303,033.71 32,233,013.78 2.090 2.061 2.090 1 35,322,040.98 35,322,040.98 35,252,021.05 2.051 2.080 1 09/30/2015 245,000.00 245,000.00 238,022.40 2.450 2.418 2.451 09/30/2022 1,460 09/29/2017 245,000.00 245,000.00 234,352.30 2.050 2.022 2.051 09/29/2022 1,459 02/16/2016 245,000.00 245,000.00 234,766.35 2.400 2.367 2.400 08/16/2023 1,780 09/30/2016 245,000.00 245,000.00 235,579.75 1.450 1.429 1.449 03/30/2021 911 08/26/2014 245,000.00 245,000.00 244,367.90 1.850 1.825 1.850 05/28/2019 239 04/04/2017 245,000.00 245,000.00 238,267.40 2.050 2.023 2.051 08/04/2021 1,038 05/30/2017 245,000.00 245,000.00 231,012.95 2.300 2.270 2.301 05/30/2024 2,068 07/10/2014 245,000.00 245,000.00 244,333.60 1.950 1.923 1.950 07/10/2019 282 04/19/2017 245,000.00 245,000.00 238,338.45 1.900 1.875 1.901 04/19/2021 931 10/12/2016 245,000.00 245,000.00 233,717.75 1.500 1.480 1.500 10/12/2021 1,107 06/29/2017 245,000.00 245,000.00 236,552.40 2.000 1.974 2.001 12/29/2021 1,185 12/29/2014 245,000.00 245,000.00 243,407.50 1.850 1.824 1.850 12/30/2019 455 05/13/2014 245,000.00 245,000.00 244,943.65 1.550 1.528 1.550 11/13/2018 43 08/27/2014 245,000.00 245,000.00 243,461.40 1.750 1.726 1.750 08/27/2019 330 09/30/2015 245,000.00 245,000.00 238,485.45 2.500 2.467 2.501 09/30/2022 1,460 05/22/2017 245,000.00 245,000.00 237,319.25 2.250 2.220 2.251 05/20/2022 1,327 09/30/2014 245,000.00 245,000.00 241,628.80 2.200 2.171 2.201 09/30/2020 730 05/21/2014 245,000.00 245,000.00 244,571.25 1.700 1.677 1.701 05/21/2019 232 11/20/2015 245,000.00 245,000.00 236,907.65 2.000 1.974 2.001 11/22/2021 1,148 09/16/2015 245,000.00 245,000.00 236,304.95 2.250 2.220 2.251 09/16/2022 1,446 09/30/2016 245,000.00 245,000.00 231,123.20 1.700 1.676 1.700 09/30/2022 1,460 04/28/2017 245,000.00 245,000.00 235,957.05 2.250 2.220 2.251 10/28/2022 1,488 06/16/2017 245,000.00 245,000.00 241,133.90 1.850 1.824 1.850 06/16/2020 624 09/12/2016 245,000.00 245,000.00 233,938.25 1.500 1.479 1.500 09/13/2021 1,078 04/13/2017 245,000.00 245,000.00 235,557.70 2.000 1.973 2.001 04/13/2022 1,290 09/15/2014 150,000.00 150,000.00 149,155.50 1.900 1.873 1.900 09/16/2019 350 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 2 Purchase Current YTM YTM Maturity Days To CUSIP Investment # Issuer Date Book Value Par Value Market Value Rate 360 365 Date Maturity Negotiable CD's 09710LAF2 1381 NCD Bofi Federal Bank 08/25/2014 49,511.79 50,000.00 48,077.50 2.250 2.493 2.527 08/30/2022 1,429 09710LAE5 1382 NCD Bofi Federal Bank 08/25/2014 99,031.33 100,000.00 96,601.00 2.350 2.592 2.628 08/08/2022 1,407 09710LAF2 1402 NCD Bofi Federal Bank 10/21/2014 99,128.66 100,000.00 96,155.00 2.250 2.462 2.496 08/30/2022 1,429 05965GVP8 1478 NCD Banco Poplar North America 10/07/2015 245,000.00 245,000.00 241,839.50 2.250 2.219 2.250 10/07/2020 737 108622EA5 1393 NCD Bridgewater Bank Bloom MN 09/24/2014 245,000.00 245,000.00 243,427.10 1.850 1.825 1.850 09/24/2019 358 12325EHA3 1531 NCD Business Bank 02/10/2016 245,000.00 245,000.00 237,047.30 1.550 1.530 1.551 02/10/2021 863 17312QJ67 1950 NCD Citigroup 04/24/2018 245,000.00 245,000.00 242,050.20 3.000 2.958 3.000 04/22/2023 1,664 981571AT9 1387 NCD Worlds Foremost Bank 09/04/2014 200,000.00 200,000.00 199,146.00 2.100 2.072 2.101 09/04/2019 338 134204BZ8 1307 NCD Campbell County Bank 05/30/2014 245,000.00 245,000.00 244,554.10 1.650 1.628 1.650 05/30/2019 241 201282HM5 1772 NCD Commercial Bank - Alma 04/21/2017 245,000.00 245,000.00 235,893.35 2.050 2.023 2.051 04/21/2022 1,298 12480LDV6 1571 NCD CBC National Bank 04/15/2016 245,000.00 245,000.00 236,030.55 1.500 1.479 1.500 04/15/2021 927 15118RJW8 1362 NCD Celtic Bank 08/20/2014 245,000.00 245,000.00 244,046.95 1.900 1.875 1.901 08/20/2019 323 15524EAA2 1538 NCD Central State Bank 02/16/2016 245,000.00 245,000.00 233,747.15 1.700 1.678 1.701 02/16/2022 1,234 320636AC7 1840 NCD First Iowa State Bank 07/31/2017 245,000.00 245,000.00 235,479.30 1.900 1.876 1.902 01/31/2022 1,218 17037VBT8 1884 NCD Choice Bank - Oshkosh WI 12/29/2017 245,000.00 245,000.00 236,327.00 2.350 2.317 2.350 12/29/2022 1,550 16116PHU8 1811 NCD Charter Bank Eau Claire 06/13/2017 245,000.00 245,000.00 235,883.55 2.100 2.071 2.100 06/13/2022 1,351 12545JAM7 1809 NCD CIBM Bank 06/16/2017 245,000.00 245,000.00 235,827.20 2.100 2.072 2.101 06/16/2022 1,354 17453FBP6 1677 NCD Citizens Deposit Bank 08/24/2016 245,000.00 245,000.00 234,021.55 1.400 1.380 1.400 08/24/2021 1,058 17670BAQ1 1541 NCD Citizens State Bank 02/19/2016 250,000.00 250,000.00 234,572.50 1.750 1.727 1.751 02/17/2023 1,600 23062KBH4 1813 NCD Cumberland Federal Bank FSB 07/07/2017 245,000.00 245,000.00 235,616.50 2.100 2.072 2.101 07/07/2022 1,375 202291AD2 1868 NCD Commercial Savings Bank 10/18/2017 245,000.00 245,000.00 234,685.50 2.100 2.071 2.100 10/18/2022 1,478 29266NYZ4 1246 NCD Enerbank USA 01/30/2014 245,000.00 245,000.00 243,069.40 2.050 2.021 2.050 01/30/2020 486 17801GBQ1 1791 NCD City National Bk of Metropolis 05/15/2017 245,000.00 245,000.00 235,236.75 2.000 1.972 2.000 05/16/2022 1,323 20404YBQ7 1536 NCD Community State Bank 02/24/2016 245,000.00 245,000.00 235,643.45 1.950 1.924 1.951 02/24/2022 1,242 22230PBN9 1799 NCD Country Bank of New York 05/26/2017 245,000.00 245,000.00 235,998.70 2.100 2.072 2.101 05/26/2022 1,333 140420NR7 1384 NCD Capital One Bank USA NA 09/04/2014 250,000.00 250,000.00 248,910.00 1.800 1.775 1.800 09/04/2019 338 14042E5M8 1457 NCD Capital One Bank USA NA 08/12/2015 245,000.00 245,000.00 242,518.15 2.300 2.268 2.300 08/12/2020 681 203507BA5 1627 NCD Community Bank Pasadena 06/16/2016 245,000.00 245,000.00 235,854.15 1.550 1.529 1.550 06/15/2021 988 20364ABA2 1530 NCD Commuincity Finl Svcs Bank 02/17/2016 245,000.00 245,000.00 237,248.20 1.600 1.579 1.601 02/17/2021 870 20056QQK2 1816 NCD Commerce Bank - Geneva 06/21/2017 245,000.00 245,000.00 238,355.60 2.000 1.973 2.001 06/21/2021 994 20143PDB3 1369 NCD Commercial Bank 08/19/2014 245,000.00 245,000.00 244,402.20 1.850 1.824 1.850 05/20/2019 231 20070PJA6 1797 NCD Commerce State Bank 05/22/2017 245,000.00 245,000.00 235,168.15 2.000 1.972 2.000 05/23/2022 1,330 Run Date: 10/21/2018 - 21:23 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 3 Purchase Current YTM YTM Maturity Days To CUSIP Investment # Issuer Date Book Value Par Value Market Value Rate 360 365 Date Maturity Negotiable CD's 20404MAN1 1471 NCD Community State Bank, IA 09/11/2015 245,000.00 245,000.00 236,339.25 2.250 2.224 2.255 09/12/2022 1,442 219232CN3 1757 NCD Cornerstone Bank 03/10/2017 245,000.00 245,000.00 236,684.70 2.100 2.072 2.101 03/10/2022 1,256 25665QAV7 1756 NCD Dollar Bank FSB 03/08/2017 245,000.00 245,000.00 236,344.15 2.050 2.021 2.050 03/08/2022 1,254 27113PAL5 1463 NCD East Boston Savings Bank 08/24/2015 245,000.00 245,000.00 240,604.70 1.900 1.876 1.902 08/24/2020 693 87219RBK9 1812 NCD TBK Bank SSB 06/23/2017 245,000.00 245,000.00 235,734.10 2.100 2.072 2.101 06/23/2022 1,361 29976DZK9 1454 NCD Ever Bank 07/30/2015 245,000.00 245,000.00 241,312.75 2.000 1.972 2.000 07/30/2020 668 308702BQ1 1360 NCD Farmer's and Merchants Bank 08/15/2014 250,000.00 250,000.00 245,547.50 2.200 2.169 2.200 02/16/2021 869 319141BV8 1330 NCD First Bank of Highland 07/03/2014 245,000.00 245,000.00 243,953.85 1.850 1.824 1.850 07/03/2019 275 31938QF25 1250 NCD First Business Bank 02/19/2014 245,000.00 245,000.00 242,753.35 2.000 1.972 2.000 02/19/2020 506 33767A2C4 1768 NCD FirstBank Puerto Rico 04/07/2017 245,000.00 245,000.00 236,432.35 2.100 2.072 2.101 04/07/2022 1,284 319464AR4 1297 NCD First Choice Bank / NJ 05/28/2014 245,000.00 245,000.00 244,561.45 1.700 1.677 1.701 05/28/2019 239 856188AU1 1283 NCD State Bank of Fenton (MI) 05/15/2014 245,000.00 245,000.00 244,534.50 1.650 1.630 1.653 02/15/2019 137 32018YAW8 1626 NCD First Federal S&L Bank 06/22/2016 245,000.00 245,000.00 229,876.15 1.800 1.776 1.800 06/22/2023 1,725 32022RFD4 1485 NCD 1st Financial Bank 10/19/2015 244,603.60 245,000.00 236,625.90 2.100 2.120 2.150 03/16/2022 1,262 34387ABA6 1413 NCD Flushing Bank 12/10/2014 245,000.00 245,000.00 244,821.15 1.800 1.776 1.801 12/10/2018 70 32056GCQ1 1834 NCD First Internet Bank 07/14/2017 245,000.00 245,000.00 235,097.10 2.050 2.023 2.051 07/14/2022 1,382 32008JAG8 1400 NCD First Eagle National Bank 10/17/2014 245,000.00 245,000.00 242,153.10 2.450 2.416 2.449 10/15/2021 1,110 335857BF4 1838 NCD First Oklahoma Bank 07/26/2017 245,000.00 245,000.00 235,437.65 2.100 2.072 2.101 07/26/2022 1,394 30781TBD9 1735 NCD Farmers & Merchant Bank 01/18/2017 245,000.00 245,000.00 236,787.60 2.050 2.021 2.050 01/18/2022 1,205 32110YEF8 1391 NCD First National Bank of America 09/09/2014 237,084.23 240,000.00 232,761.60 2.350 2.665 2.703 08/03/2022 1,402 330459CB2 1863 NCD FNB Bank Inc. 10/13/2017 245,000.00 245,000.00 232,536.85 2.250 2.220 2.251 10/13/2023 1,838 334342BU5 1537 NCD First Nationnal Bank / KS 02/26/2016 245,000.00 245,000.00 236,863.55 1.550 1.530 1.551 02/26/2021 879 32112UBW0 1480 NCD The FNB of Mcgregor 10/01/2015 245,000.00 245,000.00 237,375.60 2.000 1.972 1.999 09/30/2021 1,095 32114RAQ9 1473 NCD First Nat. Bank of Park Falls 09/17/2015 245,000.00 245,000.00 238,901.95 2.200 2.171 2.201 09/17/2021 1,082 33610RNX7 1255 NCD First Premier Bank 03/07/2014 245,000.00 245,000.00 242,214.35 2.500 2.465 2.500 03/08/2021 889 35471TCV2 1771 NCD Franklin Synergy Bank 04/04/2017 103,000.00 103,000.00 99,323.93 2.000 1.972 1.999 01/31/2022 1,218 32082BDH9 1351 NCD First Merchants Bank 08/06/2014 245,000.00 245,000.00 244,167.00 1.900 1.873 1.900 08/06/2019 309 20369JAA9 1555 NCD Community First Bank 03/17/2016 250,000.00 250,000.00 238,172.50 1.700 1.677 1.700 03/17/2022 1,263 308863AH2 1551 NCD Farmer's & Merchant's SVG Bank 02/29/2016 245,000.00 245,000.00 239,044.05 1.550 1.528 1.550 02/26/2021 879 33581VAF6 1469 NCD First Neighbor Bank, NA 09/03/2015 245,000.00 245,000.00 241,082.45 2.400 2.367 2.400 09/03/2021 1,068 33621JAB4 1335 NCD First Savings Bank Northwest 07/18/2014 245,000.00 245,000.00 243,914.65 1.800 1.776 1.801 07/18/2019 290 321130AB2 1801 NCD First National Bank of Elkhart 05/31/2017 245,000.00 245,000.00 235,954.60 2.100 2.072 2.101 05/31/2022 1,338 Run Date: 10/21/2018 - 21:23 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 4 Purchase Current YTM YTM Maturity Days To CUSIP Investment # Issuer Date Book Value Par Value Market Value Rate 360 365 Date Maturity Negotiable CD's 33583FAA0 1779 NCD First Northeast Bank 04/19/2017 245,000.00 245,000.00 234,636.50 2.100 2.072 2.101 10/19/2022 1,479 33648RAT6 1366 NCD First State Bank 08/20/2014 245,000.00 245,000.00 244,069.00 1.850 1.825 1.851 08/20/2019 323 336460CH1 1824 NCD First State Bank - Dequeen 06/30/2017 245,000.00 245,000.00 235,403.35 2.000 1.973 2.000 04/29/2022 1,306 33646TAE7 1475 NCD First State Bank of Purdy 09/25/2015 247,986.63 248,000.00 241,378.40 2.350 2.321 2.353 04/13/2022 1,290 33708UCF4 1819 NCD First State Community Bank 06/30/2017 245,000.00 245,000.00 235,716.95 2.100 2.071 2.100 06/30/2022 1,368 32065TAW1 1856 NCD First Kentucky Bank 10/06/2017 245,000.00 245,000.00 234,741.85 2.100 2.072 2.101 10/06/2022 1,466 33749VAM0 1770 NCD First Western Bank & Trust 04/07/2017 245,000.00 245,000.00 235,616.50 2.000 1.973 2.001 04/07/2022 1,284 35137QAV6 1305 NCD Fox Chase Bank 06/06/2014 245,000.00 245,000.00 244,529.60 1.700 1.677 1.700 06/06/2019 248 402194FJ8 1920 NCD Gulf Coast Bank & Trust 01/26/2018 245,000.00 245,000.00 235,021.15 2.650 2.614 2.650 07/26/2024 2,125 38058KDA1 1375 NCD Gold Coast Bank 09/04/2014 245,000.00 245,000.00 244,098.40 1.800 1.775 1.800 08/05/2019 308 36157PXV6 1262 NCD GE Capital Bank 03/21/2014 245,000.00 245,000.00 243,008.15 2.650 2.613 2.650 03/22/2021 903 02007GAFO 1882 NCD Ally Bank 01/04/2018 245,000.00 245,000.00 241,231.90 2.250 2.219 2.250 01/04/2021 826 39115UBB8 1865 NCD Great Plains Bank 10/25/2017 245,000.00 245,000.00 234,548.30 2.000 1.972 2.000 07/25/2022 1,393 38762PCB6 1864 NCD Grant County Bank 10/18/2017 175,000.00 175,000.00 165,681.25 2.200 2.170 2.201 10/18/2023 1,843 38148PJ81 1951 NCD Goldman Sachs Bank USA / NY 05/09/2018 245,000.00 245,000.00 243,525.10 3.150 3.106 3.150 05/09/2023 1,681 411394AN9 1683 NCD Happy State Bank 09/16/2016 245,000.00 245,000.00 233,916.20 1.500 1.500 1.520 09/16/2021 1,081 40434AR84 1564 NCD HSBC Bank 04/07/2016 245,000.00 245,000.00 237,226.15 2.000 10/07/2021 1,102 263849BD2 1372 NCD Dubuque Bank & Trust 08/21/2014 245,000.00 245,000.00 244,032.25 1.900 1.873 1.900 08/21/2019 324 46147USQ4 1765 NCD Investors Community Bank 03/24/2017 245,000.00 245,000.00 235,780.65 2.200 2.172 2.202 09/23/2022 1,453 45906ABP1 1841 NCD International Bank 07/31/2017 245,000.00 245,000.00 235,400.90 2.100 2.072 2.101 07/29/2022 1,397 45581 EACS 1773 NCD Industrial & Com Bk of China 04/12/2017 245,000.00 245,000.00 236,797.40 2.150 2.121 2.151 04/12/2022 1,289 45842PAK7 1808 NCD Interaudi Bank 06/09/2017 245,000.00 245,000.00 233,499.70 2.500 2.465 2.500 06/10/2024 2,079 46355PBV9 1535 NCD Iroquois Federal Sav Loan Asso 02/12/2016 245,000.00 245,000.00 239,399.30 1.600 1.578 1.600 08/12/2020 681 46176PEJ0 1460 NCD Investors Bank 08/25/2015 245,000.00 245,000.00 242,403.00 2.000 1.972 2.000 08/25/2020 694 45780PAN5 1455 NCD Inst. for Sav in Newburyport 07/31/2015 245,000.00 245,000.00 240,962.40 2.300 2.269 2.301 07/30/2021 1,033 46256YAB5 1343 NCD Iowa State Bank 07/23/2014 250,000.00 250,000.00 249,230.00 1.800 1.775 1.800 07/23/2019 295 48124JD39 1200 NCD JP Morgan Chase BAnk NA 06/05/2013 245,000.00 245,000.00 244,639.85 1.250 1.232 1.250 12/05/2018 65 50116CAX7 1798 NCD Kansas State Bank Manhattan 05/31/2017 245,000.00 245,000.00 233,529.10 2.500 2.465 2.500 05/31/2024 2,069 49306SYB6 1785 NCD Key Bank 05/17/2017 245,000.00 245,000.00 241,033.45 1.750 1.726 1.750 05/18/2020 595 51210SLR6 1686 NCD Lakeside Bank 09/16/2016 245,000.00 245,000.00 227,850.00 1.800 1.775 1.800 09/18/2023 1,813 501798FJ6 1306 NCD LCA Bank Corporation 05/30/2014 245,000.00 245,000.00 244,551.65 1.650 1.627 1.650 05/30/2019 241 52168UCN0 1364 NCD Leader Bank 08/22/2014 245,000.00 245,000.00 244,054.30 2.000 1.973 2.001 08/22/2019 325 Run Date: 10/21/2018 - 21:23 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 5 Purchase Current YTM YTM Maturity Days To CUSIP Investment # Issuer Date Book Value Par Value Market Value Rate 360 365 Date Maturity Negotiable CD's 52465JGM3 1533 NCD Legends Bank 02/12/2016 245,000.00 245,000.00 238,894.60 1.700 1.678 1.701 02/11/2022 1,229 538036CH5 1671 NCD Live Oak Banking Company 08/19/2016 245,000.00 245,000.00 234,119.55 1.400 1.381 1.400 08/19/2021 1,053 549103QA0 1367 NCD Luana Savings Bank 09/05/2014 245,000.00 245,000.00 239,350.30 2.250 2.219 2.250 09/07/2021 1,072 554479DN2 1358 NCD Machias Savings Bank 08/28/2014 245,000.00 245,000.00 244,027.35 1.800 1.776 1.801 08/28/2019 331 56585YAA8 1818 NCD Marathon Savings Bank 06/28/2017 245,000.00 245,000.00 235,251.45 2.050 2.023 2.051 06/28/2022 1,366 57461PAG1 1319 NCD Mascoma Savings Bank 06/20/2014 248,103.89 248,000.00 247,885.92 1.800 1.627 1.650 01/15/2019 106 55266CUF1 1730 NCD MB Financial Bank NA 01/13/2017 245,000.00 245,000.00 237,184.50 2.100 2.072 2.101 01/13/2022 1,200 58740XZF0 1793 NCD Mercantile Bank of Michigan 05/12/2017 245,000.00 245,000.00 236,157.95 2.100 2.071 2.100 05/12/2022 1,319 583626AC0 1803 NCD Mechanics Coop Bank 05/26/2017 245,000.00 245,000.00 235,560.15 2.050 2.023 2.051 05/26/2022 1,333 58403BJ31 1238 NCD Medallion Bank - Salt Lake 01/10/2014 245,000.00 245,000.00 244,889.75 1.850 1.825 1.850 01/10/2019 101 59013JHE2 1464 NCD Merrick Bank 08/20/2015 245,000.00 245,000.00 240,646.35 1.900 1.876 1.902 08/20/2020 689 588806AV1 1534 NCD Merchants National Bank OH 02/17/2016 245,000.00 245,000.00 238,397.25 1.800 1.776 1.801 02/17/2022 1,235 59565QCG8 1810 NCD Mid -Country Bank 06/14/2017 245,000.00 245,000.00 235,400.90 2.050 2.023 2.051 06/14/2022 1,352 59541KBL0 1806 NCD Mid -Missouri Bank 06/12/2017 245,000.00 245,000.00 235,418.05 2.050 2.023 2.051 06/10/2022 1,348 598580AB4 1321 NCD Mifflinburg Bank & Trust Co. 06/20/2014 132,000.00 132,000.00 131,808.60 1.650 1.627 1.649 04/30/2019 211 57116AKU1 1483 NCD Marlin Business Bank 10/21/2015 245,000.00 245,000.00 241,712.10 1.750 1.727 1.751 10/21/2020 751 61747MF63 1890 NCD Morgan Stanley Bank NA 01/11/2018 245,000.00 245,000.00 239,176.35 2.650 2.613 2.650 01/11/2023 1,563 625925AP7 1800 NCD Municipal Trust and Savings 05/22/2017 245,000.00 245,000.00 231,899.85 2.350 2.317 2.349 05/02/2024 2,040 62847HAA7 1407 NCD Mutual One Bank 11/21/2014 250,000.00 250,000.00 248,630.00 1.850 1.825 1.850 11/21/2019 416 55406JAL6 1467 NCD MY Safra Bank FSB 09/03/2015 245,000.00 245,000.00 242,380.95 1.900 1.873 1.900 09/03/2020 703 628779FJ4 1322 NCD NBT Bank 06/20/2014 156,000.00 156,000.00 155,688.00 1.800 1.775 1.799 06/06/2019 248 628779FN5 1373 NCD NBT Bank 08/20/2014 94,000.00 94,000.00 93,632.46 2.100 2.071 2.100 08/20/2019 323 23204HCA4 1388 NCD Customers Bank 09/10/2014 250,000.00 250,000.00 248,860.00 2.100 2.071 2.100 09/10/2019 344 628825JL6 1344 NCD NCB Savings Bank 07/25/2014 245,000.00 245,000.00 243,853.40 1.800 1.775 1.800 07/25/2019 297 633368DY8 1607 NCD National Bank Commerce 05/11/2016 245,000.00 245,000.00 232,642.20 1.800 1.776 1.800 05/11/2023 1,683 63969ABL7 1466 NCD Nebraska State Bank & Trust 08/26/2015 245,000.00 245,000.00 240,489.55 2.250 2.220 2.251 08/26/2022 1,425 510868AG7 1309 NCD Lake Sunapee Bank FSB 06/05/2014 245,000.00 245,000.00 244,532.05 1.750 1.727 1.750 06/05/2019 247 66476QBX5 1814 NCD Northern Bank & Trust MA 06/29/2017 245,000.00 245,000.00 235,675.30 2.100 2.072 2.101 06/29/2022 1,367 20786AAT2 1355 NCD Connectone Bank 08/13/2014 245,000.00 245,000.00 244,115.55 1.850 1.824 1.850 08/13/2019 316 06414TNW9 1298 NCD Bank of Northern Michigan 05/21/2014 245,000.00 245,000.00 242,998.35 2.000 1.972 2.000 05/21/2020 598 66612AAA6 1365 NCD Northfield Bank 08/13/2014 245,000.00 245,000.00 244,073.90 1.850 1.824 1.850 08/12/2019 315 66704MEG2 1326 NCD Northstar Bank 07/18/2014 245,000.00 245,000.00 244,304.20 1.750 1.727 1.751 07/18/2019 290 Run Date: 10/21/2018 - 21:23 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 6 Purchase Current YTM YTM Maturity Days To CUSIP Investment # Issuer Date Book Value Par Value Market Value Rate 360 365 Date Maturity Negotiable CD's 634116CB1 1312 NCD National Bank of NY City 06/18/2014 245,000.00 245,000.00 244,461.00 1.650 1.627 1.650 06/18/2019 260 683430BU5 1532 NCD Oostburg State Bank 02/09/2016 245,000.00 245,000.00 240,100.00 1.550 1.530 1.551 02/09/2021 862 969294BY2 1524 NCD Williamette Valley Bank 02/04/2016 245,000.00 245,000.00 238,012.60 2.100 2.072 2.101 02/06/2023 1,589 687377DR9 1465 NCD Orrstown Bank 08/20/2015 245,000.00 245,000.00 241,102.05 2.000 1.974 2.002 08/20/2020 689 839145AA7 1851 NCD South Ottumwa Savings Bank 09/29/2017 245,000.00 245,000.00 234,352.30 2.050 2.022 2.051 09/29/2022 1,459 68956HAC7 1892 NCD Ottawa Savings Bank 01/19/2018 245,000.00 245,000.00 236,638.15 2.400 2.368 2.401 01/19/2023 1,571 71270QGB6 1378 NCD Peoples United Bank 08/27/2014 245,000.00 245,000.00 243,985.70 1.950 1.923 1.950 08/27/2019 330 732333AH2 1795 NCD Ponce De Leon Federal Bank 05/26/2017 245,000.00 245,000.00 235,984.00 2.100 2.072 2.101 05/26/2022 1,333 70147ACE2 1833 NCD Parkside Financial Bank 07/19/2017 245,000.00 245,000.00 233,117.50 2.100 2.072 2.101 03/15/2023 1,626 704692AK8 1275 NCD Peapack -Gladstone Bank 04/17/2014 245,000.00 245,000.00 244,688.85 1.800 1.776 1.801 04/17/2019 198 72741PCU9 1363 NCD Planters Bank 08/20/2014 245,000.00 245,000.00 234,349.85 2.500 2.467 2.501 08/20/2021 1,054 74160NED8 1331 NCD Prime Alliance Bank 07/11/2014 245,000.00 245,000.00 244,331.15 1.700 1.677 1.701 07/11/2019 283 700654AV8 1395 NCD Park National Bank 09/26/2014 250,000.00 250,000.00 249,477.50 2.100 2.070 2.099 03/26/2019 176 743738BQ8 1445 NCD Providence Bank 02/26/2015 245,000.00 245,000.00 241,200.05 2.100 2.072 2.101 02/25/2022 1,243 712515GY5 1304 NCD Peoples State Bank, WI 05/23/2014 245,000.00 245,000.00 244,561.45 1.700 1.676 1.700 05/23/2019 234 74267GUN5 1293 NCD Private Bank & Trust Co. 05/21/2014 245,000.00 245,000.00 244,926.50 1.650 1.627 1.650 11/21/2018 51 677721 CEO 1338 NCD Ohio Valley Bank 07/23/2014 250,000.00 250,000.00 249,255.00 1.800 1.776 1.801 07/23/2019 295 74934YAG6 1869 NCD RCB Bank 10/27/2017 245,000.00 245,000.00 235,486.65 2.200 2.171 2.201 10/27/2022 1,487 75950XAD1 1636 NCD Reliance Savings Bank 06/22/2016 245,000.00 245,000.00 235,758.60 1.450 1.430 1.450 06/22/2021 995 795450SC0 1350 NCD Sallie Mae Bank 07/30/2014 245,000.00 245,000.00 244,218.45 2.050 2.021 2.050 07/30/2019 302 856284Z98 1390 NCD State Bank of India 09/11/2014 245,000.00 245,000.00 243,897.50 2.150 2.120 2.150 09/11/2019 345 814414AC2 1499 NCD Security National Bank 11/19/2015 245,000.00 245,000.00 236,946.85 2.000 1.974 2.001 11/19/2021 1,145 81489TAS5 1774 NCD Security State Bank 04/07/2017 245,000.00 245,000.00 236,437.25 2.100 2.072 2.101 04/07/2022 1,284 86063QAK1 1953 NCD Stifel Bank & Trust 05/15/2018 245,000.00 245,000.00 241,391.15 2.950 2.911 2.951 05/15/2023 1,687 86604XMN3 1888 NCD Summit Community Bank 01/26/2018 245,000.00 245,000.00 238,230.65 2.250 2.220 2.251 01/26/2022 1,213 835104BL3 1616 NCD Somerset Trust Company Bank 06/10/2016 245,000.00 245,000.00 229,996.20 1.800 1.776 1.800 06/12/2023 1,715 063847AW7 1704 NCD Bank of New England 10/19/2016 245,000.00 245,000.00 233,284.10 1.500 1.480 1.500 10/19/2021 1,114 83158TAA0 1872 NCD Slovak Savings Bank 10/20/2017 245,000.00 245,000.00 234,602.20 2.100 2.072 2.101 10/20/2022 1,480 814107AQ1 1777 NCD Security Bank 04/19/2017 245,000.00 245,000.00 235,498.90 2.000 1.973 2.001 04/19/2022 1,296 86128QBX5 1557 NCD Stockman Bank 03/30/2016 245,000.00 245,000.00 234,702.65 2.000 1.973 2.000 03/30/2023 1,641 88413QAF5 1242 NCD Third Federal Savings and Loan 01/22/2014 245,000.00 245,000.00 244,990.20 1.750 1.726 1.750 10/22/2018 21 884693BJ0 1266 NCD Thomasville Natl Bank 04/11/2014 245,000.00 245,000.00 242,885.65 2.400 2.367 2.400 04/12/2021 924 Run Date: 10/21/2018 - 21:23 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a CUSIP Investment # Issuer Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Purchase Date Book Value Page 7 Current YTM YTM Maturity Days To Par Value Market Value Rate 360 365 Date Maturity Negotiable CD's 22766ABF1 1804 NCD Crossfirst Bank of Leawood 06/09/2017 245,000.00 245,000.00 232,727.95 2.150 2.121 2.151 06/09/2023 1,712 89235MHU8 1740 NCD Toyota Financial Savings Bank 02/10/2017 245,000.00 245,000.00 236,312.30 2.650 02/12/2024 1,960 894333FF5 1820 NCD Traverse City State Bank 06/28/2017 245,000.00 245,000.00 234,869.25 2.000 1.972 2.000 06/28/2022 1,366 90348JBR0 1815 NCD UBS Bank USA 06/15/2017 250,000.00 250,000.00 243,140.00 2.250 2.219 2.249 01/20/2022 1,207 90984P5A9 1749 NCD United Community Bank GA 03/01/2017 245,000.00 245,000.00 236,407.85 2.050 2.021 2.050 03/01/2022 1,247 903572BC8 1639 NCD Uinta Bank 06/24/2016 245,000.00 245,000.00 228,305.70 1.700 1.676 1.700 12/26/2023 1,912 909557EA4 1379 NCD United Bankers' Bank 08/29/2014 245,000.00 245,000.00 244,421.80 1.800 1.776 1.800 04/29/2019 210 90983WBD2 1694 NCD United Community Bank 09/29/2016 245,000.00 245,000.00 233,012.15 1.600 1.577 1.599 03/28/2022 1,274 91330ABF3 1529 NCD Unity Bank 02/26/2016 245,000.00 245,000.00 240,016.70 1.600 1.579 1.601 02/26/2021 879 91944RAF5 1422 NCD Valley Central Savings Bank 12/29/2014 245,000.00 245,000.00 243,407.50 1.850 1.824 1.850 12/30/2019 455 940637GJ4 1345 NCD Washington Trst Westerly 07/31/2014 245,000.00 245,000.00 244,211.10 1.900 1.873 1.900 07/31/2019 303 94768NJM7 1252 NCD Webster Bank NA 02/12/2014 245,000.00 245,000.00 244,767.25 1.900 1.873 1.900 02/12/2019 134 66736AAK5 1308 NCD Northwest Bank 05/29/2014 245,000.00 245,000.00 244,556.55 1.650 1.628 1.650 05/29/2019 240 95960NJA6 1392 NCD Western State Bank 09/26/2014 245,000.00 245,000.00 242,826.85 2.100 2.071 2.100 03/26/2020 542 940727AH3 1745 NCD Washington First Bank 02/23/2017 245,000.00 245,000.00 236,461.75 2.050 2.021 2.050 02/23/2022 1,241 9497486H5 1656 NCD Wells Fargo Bank 06/30/2016 245,000.00 245,000.00 235,680.20 1.600 1.578 1.600 06/30/2021 1,003 979424AA6 1459 NCD Woodford State Bank 08/12/2015 245,000.00 245,000.00 240,224.95 2.350 2.317 2.349 07/29/2022 1,397 93754PAN7 1842 NCD Washington County Bank 08/11/2017 245,000.00 245,000.00 235,704.70 2.050 2.021 2.050 05/11/2022 1,318 98970TU79 1417 NCD Zions First National Bank 12/08/2014 250,000.00 250,000.00 247,952.50 1.900 1.873 1.899 12/10/2019 435 Subtotal and Average 49,085,450.13 49,091,000.00 47,865,601.96 1.942 1.969 978 Medium Term Notes 037833AQ3 1342 MTN Apple, Inc. 07/15/2014 2,001,016.00 2,000,000.00 1,994,920.00 2.100 1.982 2.010 05/06/2019 217 037833AX8 1461 MTN Apple, Inc. 08/13/2015 745,582.64 750,000.00 737,460.00 1.550 1.980 2.008 02/07/2020 494 037833BD1 1497 MTN Apple, Inc. 11/05/2015 1,502,745.53 1,500,000.00 1,479,030.00 2.000 1.854 1.879 05/06/2020 583 037833BS8 1543 MTN Apple, Inc. 02/23/2016 701,247.03 700,000.00 687,526.00 2.250 2.140 2.169 02/23/2021 876 02079KAA5 1657 MTN Alphabet (Google) Inc. 07/11/2016 105,943.98 100,000.00 101,574.00 3.625 1.271 1.288 05/19/2021 961 38259PAB8 1658 MTN Alphabet (Google) Inc. 07/11/2016 1,002,230.07 946,000.00 960,890.04 3.625 1.271 1.288 05/19/2021 961 02079KAA5 1660 MTN Alphabet (Google) Inc. 07/12/2016 1,590,496.83 1,500,000.00 1,523,610.00 3.625 1.238 1.255 05/19/2021 961 02079KAA5 1734 MTN Alphabet (Google) Inc. 01/11/2017 905,607.07 871,000.00 884,709.54 3.625 2.012 2.040 05/19/2021 961 02079KAA5 1895 MTN Alphabet (Google) Inc. 01/10/2018 1,035,454.65 1,000,000.00 1,015,740.00 3.625 2.189 2.219 05/19/2021 961 02079KAA5 1931 MTN Alphabet (Google) Inc. 02/14/2018 393,677.73 382,000.00 388,012.68 3.625 2.377 2.410 05/19/2021 961 Run Date: 10/21/2018 - 21:23 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a CUSIP Investment # Issuer Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 8 Purchase Current YTM YTM Maturity Days To Date Book Value Par Value Market Value Rate 360 365 Date Maturity Medium Term Notes 478160BM5 1411 MTN Johnson & Johnson 11/24/2014 1,999,438.10 2,000,000.00 1,980,100.00 1.875 1.874 1.900 12/05/2019 430 478160BM5 1418 MTN Johnson & Johnson 12/08/2014 1,500,417.28 1,500,000.00 1,485,075.00 1.875 1.824 1.850 12/05/2019 430 478160BS2 1624 MTN Johnson & Johnson 06/07/2016 1,002,236.27 1,000,000.00 968,500.00 1.650 1.530 1.551 03/01/2021 882 478160BS2 1900 MTN Johnson & Johnson 01/12/2018 493,493.67 500,000.00 484,250.00 1.650 2.179 2.210 03/01/2021 882 594918AY0 1448 MTN Microsoft Corporation 02/12/2015 2,001,025.05 2,000,000.00 1,974,480.00 1.850 1.785 1.810 02/12/2020 499 594918BG8 1496 MTN Microsoft Corporation 11/05/2015 2,002,342.16 2,000,000.00 1,964,600.00 2.000 1.913 1.940 11/03/2020 764 594918BG8 1515 MTN Microsoft Corporation 01/07/2016 901,543.85 900,000.00 884,070.00 2.000 1.887 1.913 11/03/2020 764 594918BW3 1878 MTN Microsoft Corporation 12/11/2017 100,239.39 100,000.00 97,684.00 2.400 2.292 2.324 02/06/2022 1,224 854403AC6 1336 MTN Stanford University 07/10/2014 271,073.80 267,000.00 270,217.35 4.750 1.966 1.993 05/01/2019 212 Subtotal and Average 20,255,811.10 20,016,000.00 19,882,448.61 1.831 1.857 659 Federal Agency Issues - Coupon 31315PPC7 1028 Federal Agricultural Mortgage 02/21/2012 3,000,000.00 3,000,000.00 2,995,740.00 1.790 1.765 1.790 02/21/2019 143 31315PTW9 1052 Federal Agricultural Mortgage 04/10/2012 1,500,000.00 1,500,000.00 1,495,560.00 1.870 1.844 1.870 04/10/2019 191 31315PQL6 1123 Call Federal Agricultural Mortgage 11/29/2012 1,500,000.00 1,500,000.00 1,454,325.00 2.000 1.972 2.000 11/29/2021 1,155 31315PPX1 1130 Federal Agricultural Mortgage 12/13/2012 1,512,443.86 1,500,000.00 1,458,750.00 2.200 1.930 1.957 07/05/2022 1,373 31315PB32 1134 Federal Agricultural Mortgage 12/19/2012 746,930.94 750,000.00 720,772.50 2.000 2.081 2.110 11/21/2022 1,512 31315PTY5 1136 Federal Agricultural Mortgage 12/27/2012 1,501,144.20 1,500,000.00 1,479,510.00 1.480 1.395 1.415 12/27/2019 452 31315PUE7 1137 Federal Agricultural Mortgage 01/04/2013 1,499,088.35 1,500,000.00 1,450,545.00 2.180 2.165 2.196 12/27/2022 1,548 31315PEY1 1138 Federal Agricultural Mortgage 01/04/2013 765,849.19 740,000.00 757,071.80 4.500 1.514 1.535 12/30/2019 455 31315PWN5 1139 Federal Agricultural Mortgage 01/04/2013 522,829.73 500,000.00 512,550.00 3.840 1.946 1.973 06/01/2021 974 31315PUE7 1141 Federal Agricultural Mortgage 01/08/2013 1,497,410.60 1,500,000.00 1,450,545.00 2.180 2.195 2.225 12/27/2022 1,548 31315PTW9 1142 Federal Agricultural Mortgage 01/09/2013 1,202,702.76 1,200,000.00 1,196,448.00 1.870 1.400 1.420 04/10/2019 191 31315PPC7 1143 Federal Agricultural Mortgage 01/09/2013 451,666.75 451,000.00 450,359.58 1.790 1.372 1.392 02/21/2019 143 31315PUE7 1144 Federal Agricultural Mortgage 01/23/2013 1,502,215.99 1,500,000.00 1,450,545.00 2.180 2.111 2.141 12/27/2022 1,548 31315PUE7 1147 Federal Agricultural Mortgage 01/28/2013 2,590,084.71 2,595,000.00 2,509,442.85 2.180 2.199 2.229 12/27/2022 1,548 31315PPF0 1152 Federal Agricultural Mortgage 02/11/2013 2,000,527.17 2,000,000.00 1,992,560.00 1.320 1.220 1.237 01/30/2019 121 31315PPF0 1155 Federal Agricultural Mortgage 02/21/2013 1,500,189.60 1,500,000.00 1,494,420.00 1.320 1.262 1.280 01/30/2019 121 31315PXH7 1186 Federal Agricultural Mortgage 05/01/2013 1,453,933.42 1,450,000.00 1,449,579.50 2.100 1.055 1.070 01/09/2019 100 31315PQT9 1243 Federal Agricultural Mortgage 01/15/2014 1,478,502.07 1,500,000.00 1,474,230.00 1.410 2.462 2.496 03/06/2020 522 31315P3G2 1244 Federal Agricultural Mortgage 01/15/2014 1,503,380.66 1,500,000.00 1,501,875.00 2.800 2.635 2.672 09/09/2020 709 31315PXH7 1256 Federal Agricultural Mortgage 03/05/2014 1,501,457.36 1,500,000.00 1,499,565.00 2.100 1.702 1.726 01/09/2019 100 Run Date: 10/21/2018 - 21:23 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a CUSIP Investment # Issuer Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 9 Purchase Current YTM YTM Maturity Days To Date Book Value Par Value Market Value Rate 360 365 Date Maturity Federal Agency Issues - Coupon 31315PTU3 1257 Federal Agricultural Mortgage 03/06/2014 310,303.71 300,000.00 309,459.00 4.160 2.574 2.609 03/09/2021 890 31315PK40 1264 Federal Agricultural Mortgage 03/26/2014 1,498,961.16 1,500,000.00 1,488,510.00 2.500 2.495 2.530 03/26/2021 907 31315PJ67 1265 Federal Agricultural Mortgage 03/28/2014 1,799,235.35 1,800,000.00 1,795,050.00 1.700 1.784 1.809 02/28/2019 150 31315PPX1 1279 Federal Agricultural Mortgage 04/23/2014 1,219,676.42 1,250,000.00 1,215,625.00 2.200 2.889 2.930 07/05/2022 1,373 31315PVF3 1399 Federal Agricultural Mortgage 10/15/2014 497,094.46 500,000.00 491,345.00 1.475 1.857 1.882 04/03/2020 550 31315PA58 1406 Federal Agricultural Mortgage 11/07/2014 1,490,772.12 1,500,000.00 1,478,490.00 1.310 1.854 1.880 11/20/2019 415 31315PM22 1408 Federal Agricultural Mortgage 11/20/2014 2,000,000.00 2,000,000.00 1,983,360.00 1.840 1.814 1.840 11/20/2019 415 31315PM22 1410 Federal Agricultural Mortgage 11/20/2014 1,499,454.67 1,500,000.00 1,487,520.00 1.840 1.848 1.873 11/20/2019 415 31315PZ85 1423 Federal Agricultural Mortgage 12/23/2014 1,499,532.22 1,500,000.00 1,486,410.00 1.850 1.851 1.876 12/23/2019 448 31315P2C2 1427 Federal Agricultural Mortgage 01/09/2015 681,024.73 675,000.00 669,438.00 2.510 2.110 2.140 05/05/2021 947 31315PL23 1428 Federal Agricultural Mortgage 01/09/2015 418,796.77 404,000.00 408,488.44 3.330 2.540 2.575 03/27/2024 2,004 31315PD89 1433 Federal Agricultural Mortgage 01/22/2015 1,625,050.46 1,604,000.00 1,573,347.56 2.610 2.269 2.301 06/12/2023 1,715 31315PD89 1447 Federal Agricultural Mortgage 02/09/2015 1,462,255.67 1,450,000.00 1,422,290.50 2.610 2.377 2.410 06/12/2023 1,715 3130HDAJ2 1452 Federal Agricultural Mortgage 03/05/2015 1,000,000.00 1,000,000.00 974,050.00 2.150 2.120 2.150 03/01/2022 1,247 3132X0EU1 1552 Call Federal Agricultural Mortgage 02/26/2016 1,505,602.70 1,500,000.00 1,462,620.00 2.930 2.831 2.870 01/27/2026 2,675 3132X0EU1 1554 Call Federal Agricultural Mortgage 03/02/2016 1,501,109.12 1,500,000.00 1,462,620.00 2.930 2.878 2.918 01/27/2026 2,675 31315PZS1 1576 Federal Agricultural Mortgage 04/06/2016 1,010,682.58 1,000,000.00 964,260.00 2.130 1.839 1.864 01/24/2023 1,576 31315PEM7 1580 Federal Agricultural Mortgage 04/08/2016 532,627.05 474,000.00 506,848.20 4.350 2.296 2.328 08/04/2025 2,499 31315P2J7 1595 Federal Agricultural Mortgage 04/21/2016 1,590,992.49 1,500,000.00 1,514,055.00 3.300 2.084 2.112 05/01/2024 2,039 31315P2J7 1604 Federal Agricultural Mortgage 04/26/2016 1,584,838.02 1,500,000.00 1,514,055.00 3.300 2.159 2.189 05/01/2024 2,039 31315PUE7 1617 Federal Agricultural Mortgage 05/26/2016 506,140.04 500,000.00 483,515.00 2.180 1.844 1.870 12/27/2022 1,548 31315PQT9 1655 Federal Agricultural Mortgage 07/01/2016 1,508,491.67 1,500,000.00 1,474,230.00 1.410 0.992 1.005 03/06/2020 522 31315PQT9 1663 Federal Agricultural Mortgage 07/21/2016 511,844.99 510,000.00 501,238.20 1.410 1.135 1.150 03/06/2020 522 3132X0BH3 1665 Federal Agricultural Mortgage 07/25/2016 2,062,058.83 2,000,000.00 1,957,240.00 2.380 1.499 1.520 07/15/2022 1,383 3132X0BG5 1681 Federal Agricultural Mortgage 08/24/2016 1,767,409.09 1,750,000.00 1,722,700.00 1.750 1.136 1.152 06/15/2020 623 3132X0EQ0 1698 Federal Agricultural Mortgage 10/03/2016 1,509,293.83 1,500,000.00 1,458,510.00 1.550 1.256 1.274 01/25/2021 847 31315PRA9 1710 Federal Agricultural Mortgage 10/18/2016 1,762,896.77 1,500,000.00 1,651,635.00 4.810 2.131 2.160 02/03/2026 2,682 3130H0BL6 1736 Call Federal Agricultural Mortgage 01/19/2017 1,000,000.00 1,000,000.00 983,940.00 3.200 3.156 3.200 01/01/2027 3,014 3132X0PX3 1755 Federal Agricultural Mortgage 02/23/2017 1,001,184.66 1,000,000.00 972,670.00 2.100 2.034 2.063 02/23/2022 1,241 3132X0PX3 1758 Federal Agricultural Mortgage 03/02/2017 1,499,283.58 1,500,000.00 1,459,005.00 2.100 2.085 2.114 02/23/2022 1,241 3132X0RS2 1769 Federal Agricultural Mortgage 04/06/2017 1,500,000.00 1,500,000.00 1,455,945.00 2.075 2.046 2.075 04/06/2022 1,283 3132X0QG9 1781 Federal Agricultural Mortgage 04/12/2017 1,002,159.31 1,000,000.00 979,200.00 1.900 1.781 1.805 02/22/2021 875 Run Date: 10/21/2018 - 21:23 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a CUSIP Investment # Issuer Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 10 Purchase Current YTM YTM Maturity Days To Date Book Value Par Value Market Value Rate 360 365 Date Maturity Federal Agency Issues - Coupon 3132X0QC8 1784 Call Federal Agricultural Mortgage 04/27/2017 1,500,478.17 1,500,000.00 1,478,955.00 3.250 3.200 3.245 02/23/2027 3,067 3132X0NZ0 1788 Federal Agricultural Mortgage 05/04/2017 1,004,174.25 1,000,000.00 974,020.00 2.100 1.938 1.965 01/03/2022 1,190 3130H0BN2 1789 Call Federal Agricultural Mortgage 05/11/2017 1,000,000.00 1,000,000.00 980,270.00 3.200 3.156 3.200 05/01/2027 3,134 3132X0QC8 1792 Call Federal Agricultural Mortgage 05/09/2017 1,500,000.00 1,500,000.00 1,478,955.00 3.250 3.201 3.245 02/23/2027 3,067 31315PPX1 1817 Federal Agricultural Mortgage 06/14/2017 1,009,457.92 1,000,000.00 972,500.00 2.200 1.908 1.934 07/05/2022 1,373 3132X0UA7 1830 Federal Agricultural Mortgage 06/29/2017 1,497,326.47 1,500,000.00 1,442,010.00 1.880 1.903 1.930 06/29/2022 1,367 3132X0UA7 1831 Federal Agricultural Mortgage 06/29/2017 997,514.44 1,000,000.00 961,340.00 1.880 1.923 1.949 06/29/2022 1,367 3130H0BR3 1850 Call Federal Agricultural Mortgage 09/28/2017 1,500,000.00 1,500,000.00 1,447,275.00 3.050 3.008 3.050 09/01/2027 3,257 3132X0WL1 1867 Federal Agricultural Mortgage 10/06/2017 993,763.36 1,000,000.00 952,470.00 2.250 2.332 2.365 08/23/2024 2,153 3132X0ZZ7 1877 Federal Agricultural Mortgage 12/12/2017 1,500,000.00 1,500,000.00 1,455,795.00 2.260 2.229 2.260 12/12/2022 1,533 3132X0D57 1889 Federal Agricultural Mortgage 01/08/2018 2,000,000.00 2,000,000.00 1,971,080.00 2.120 2.090 2.120 01/08/2021 830 3132X0E49 1891 Call Federal Agricultural Mortgage 01/10/2018 1,000,000.00 1,000,000.00 976,960.00 3.280 3.235 3.280 01/10/2028 3,388 3130H0AU7 1893 Federal Agricultural Mortgage 01/09/2018 1,002,302.71 1,000,000.00 973,090.00 2.625 2.546 2.581 08/01/2024 2,131 3130H0AU7 1901 Federal Agricultural Mortgage 01/11/2018 1,497,195.17 1,500,000.00 1,459,635.00 2.625 2.623 2.660 08/01/2024 2,131 3132X0G21 1911 Federal Agricultural Mortgage 02/02/2018 1,499,548.75 1,500,000.00 1,489,710.00 2.100 2.093 2.123 02/03/2020 490 3132X0G39 1912 Federal Agricultural Mortgage 01/30/2018 1,999,411.04 2,000,000.00 1,957,940.00 2.500 2.472 2.507 01/30/2023 1,582 3132X0G39 1915 Federal Agricultural Mortgage 01/30/2018 1,499,036.02 1,500,000.00 1,468,455.00 2.500 2.481 2.515 01/30/2023 1,582 3132X0G39 1921 Federal Agricultural Mortgage 01/31/2018 1,992,561.84 2,000,000.00 1,957,940.00 2.500 2.556 2.592 01/30/2023 1,582 31315PZS1 1924 Federal Agricultural Mortgage 02/08/2018 1,078,574.51 1,100,000.00 1,060,686.00 2.130 2.578 2.614 01/24/2023 1,576 3132X0H79 1927 Federal Agricultural Mortgage 02/22/2018 999,768.81 1,000,000.00 989,530.00 2.350 2.327 2.360 02/22/2021 875 3132X0H87 1928 Federal Agricultural Mortgage 02/22/2018 1,500,000.00 1,500,000.00 1,473,840.00 2.600 2.564 2.600 02/22/2023 1,605 3132X0G21 1930 Federal Agricultural Mortgage 02/09/2018 998,630.16 1,000,000.00 993,140.00 2.100 2.174 2.205 02/03/2020 490 3132X0G21 1935 Federal Agricultural Mortgage 02/15/2018 997,787.43 1,000,000.00 993,140.00 2.100 2.238 2.269 02/03/2020 490 3132X0L33 1936 Federal Agricultural Mortgage 02/23/2018 1,500,000.00 1,500,000.00 1,484,280.00 2.770 2.732 2.770 02/21/2023 1,604 3133EAUF3 1092 Federal Farm Credit Bank 06/14/2012 1,500,000.00 1,500,000.00 1,489,425.00 1.500 1.479 1.500 06/14/2019 256 31331JN90 903 Federal Farm Credit Bank 09/29/2010 1,000,000.00 1,000,000.00 1,000,650.00 2.875 2.835 2.875 09/29/2020 729 3133EA4J4 1181 Call Federal Farm Credit Bank . 04/30/2013 1,499,998.47 1,500,000.00 1,499,550.00 1.150 1.137 1.153 10/11/2018 10 3133ECRH9 1241 Federal Farm Credit Bank . 01/09/2014 480,533.20 500,000.00 487,475.00 2.450 3.383 3.430 06/06/2023 1,709 3133EAA65 1526 Federal Farm Credit Bank . 01/27/2016 627,024.92 625,000.00 599,531.25 2.125 2.024 2.052 07/26/2023 1,759 31331XSS2 1563 Federal Farm Credit Bank . 03/17/2016 552,909.91 500,000.00 535,960.00 5.160 1.876 1.902 03/14/2022 1,260 3133EFT98 1565 Call Federal Farm Credit Bank . 03/28/2016 999,278.70 1,000,000.00 956,450.00 2.620 2.596 2.632 03/28/2025 2,370 3133EF3D7 1582 Call Federal Farm Credit Bank . 04/21/2016 1,500,000.00 1,500,000.00 1,416,930.00 2.540 2.505 2.540 04/21/2025 2,394 Run Date: 10/21/2018 - 21:23 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 11 Purchase Current YTM YTM Maturity Days To CUSIP Investment # Issuer Date Book Value Par Value Market Value Rate 360 365 Date Maturity Federal Agency Issues - Coupon 3133EF3D7 1584 Call Federal Farm Credit Bank . 04/21/2016 1,500,000.00 1,500,000.00 1,416,930.00 2.540 2.505 2.540 04/21/2025 2,394 3133EF4A2 1585 Call Federal Farm Credit Bank . 04/19/2016 1,500,000.00 1,500,000.00 1,440,405.00 1.920 1.893 1.920 04/19/2022 1,296 3133EF2D8 1591 Call Federal Farm Credit Bank . 04/19/2016 1,500,000.00 1,500,000.00 1,414,455.00 2.640 2.603 2.639 04/13/2026 2,751 3133EC4L5 1593 Federal Farm Credit Bank. 04/21/2016 250,223.64 250,000.00 240,080.00 1.610 1.558 1.580 11/23/2021 1,149 3133ECPF5 1596 Federal Farm Credit Bank . 04/21/2016 1,009,439.80 1,000,000.00 962,890.00 1.875 1.578 1.600 05/13/2022 1,320 3133EFX44 1598 Call Federal Farm Credit Bank . 04/22/2016 1,000,000.00 1,000,000.00 959,180.00 2.050 2.021 2.049 10/05/2022 1,465 3133EFYV3 1603 Call Federal Farm Credit Bank . 04/26/2016 1,937,403.85 1,930,000.00 1,823,367.50 2.820 2.722 2.760 02/17/2026 2,696 3133EFYF8 1606 Call Federal Farm Credit Bank . 04/28/2016 1,611,506.49 1,605,000.00 1,549,274.40 2.730 2.621 2.657 02/10/2025 2,324 3133EF6T9 1609 Call Federal Farm Credit Bank . 05/12/2016 1,000,000.00 1,000,000.00 942,800.00 2.470 2.436 2.470 05/12/2025 2,415 3133EC7D0 1615 Federal Farm Credit Bank . 05/13/2016 1,009,549.20 1,000,000.00 942,700.00 2.125 1.930 1.956 12/13/2024 2,265 3133EGEB7 1623 Call Federal Farm Credit Bank . 06/09/2016 1,500,000.00 1,500,000.00 1,393,860.00 2.570 2.534 2.570 06/09/2026 2,808 3133EF2D8 1630 Call Federal Farm Credit Bank . 06/13/2016 1,005,439.32 1,000,000.00 942,970.00 2.640 2.522 2.557 04/13/2026 2,751 3133EF2D8 1634 Call Federal Farm Credit Bank . 06/16/2016 1,007,667.51 1,000,000.00 942,970.00 2.640 2.489 2.524 04/13/2026 2,751 3133EGGRO 1638 Call Federal Farm Credit Bank . 06/22/2016 2,000,000.00 2,000,000.00 1,855,380.00 2.500 2.582 2.618 06/22/2026 2,821 3133EGHN8 1641 Call Federal Farm Credit Bank . 06/30/2016 1,500,000.00 1,500,000.00 1,407,990.00 2.420 2.386 2.420 06/30/2025 2,464 3133EGJH9 1647 Call Federal Farm Credit Bank . 07/06/2016 1,500,000.00 1,500,000.00 1,403,460.00 2.240 2.209 2.240 01/06/2025 2,289 3133EGKM6 1650 Federal Farm Credit Bank . 07/06/2016 1,500,000.00 1,500,000.00 1,453,305.00 1.000 0.986 1.000 07/06/2020 644 31331XSS2 1659 Federal Farm Credit Bank . 07/08/2016 565,290.91 500,000.00 535,960.00 5.160 1.215 1.232 03/14/2022 1,260 3133EGFB6 1664 Call Federal Farm Credit Bank . 07/25/2016 1,501,697.52 1,500,000.00 1,398,060.00 2.360 2.309 2.341 06/16/2025 2,450 3133EGQA6 1675 Call Federal Farm Credit Bank . 08/09/2016 1,497,518.04 1,500,000.00 1,414,620.00 1.850 1.859 1.885 11/08/2023 1,864 3133EGQH1 1679 Call Federal Farm Credit Bank . 08/18/2016 1,350,000.00 1,350,000.00 1,226,974.50 2.140 2.110 2.139 08/10/2026 2,870 3133EGXB6 1701 Call Federal Farm Credit Bank . 10/06/2016 1,619,791.33 1,625,000.00 1,467,358.75 2.140 2.154 2.184 10/05/2026 2,926 3133EGYL3 1705 Call Federal Farm Credit Bank . 10/17/2016 1,000,000.00 1,000,000.00 914,400.00 2.090 2.061 2.090 10/17/2025 2,573 31331XHX3 1782 Federal Farm Credit Bank. 04/12/2017 548,155.11 500,000.00 532,115.00 5.050 1.884 1.910 12/21/2021 1,177 3133EEVD9 1787 Federal Farm Credit Bank . 05/04/2017 899,706.41 900,000.00 864,288.00 2.300 2.274 2.306 03/25/2024 2,002 3133EDWX6 1822 Federal Farm Credit Bank . 06/21/2017 520,393.89 500,000.00 493,850.00 2.910 2.143 2.172 10/07/2024 2,198 3133EHGK3 1826 Call Federal Farm Credit Bank . 06/22/2017 1,000,000.00 1,000,000.00 963,450.00 2.850 2.798 2.836 04/24/2025 2,397 3133ED6R8 1843 Federal Farm Credit Bank . 09/14/2017 462,872.03 445,000.00 443,940.90 2.930 1.870 1.896 11/07/2022 1,498 3133EFYK7 1845 Call Federal Farm Credit Bank . 09/14/2017 505,959.21 506,000.00 483,452.64 2.290 2.260 2.291 02/08/2023 1,591 3133EHZLO 1846 Call Federal Farm Credit Bank . 09/20/2017 1,500,000.00 1,500,000.00 1,418,925.00 2.920 2.880 2.920 09/20/2027 3,276 3133EGCR4 1848 Call Federal Farm Credit Bank . 09/18/2017 995,834.78 1,000,000.00 950,940.00 2.070 2.135 2.165 06/01/2023 1,704 3133EHTZ6 1849 Call Federal Farm Credit Bank . 09/18/2017 1,000,000.00 1,000,000.00 947,630.00 2.950 2.909 2.949 08/09/2027 3,234 Run Date: 10/21/2018 - 21:23 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 12 Purchase Current YTM YTM Maturity Days To CUSIP Investment # Issuer Date Book Value Par Value Market Value Rate 360 365 Date Maturity Federal Agency Issues - Coupon 3133EHD59 1859 Call Federal Farm Credit Bank . 10/10/2017 1,000,000.00 1,000,000.00 975,880.00 2.900 2.860 2.900 04/10/2026 2,748 3133EHG31 1870 Call Federal Farm Credit Bank . 10/19/2017 1,000,000.00 1,000,000.00 949,290.00 3.000 2.958 3.000 04/19/2027 3,122 3133EHG72 1871 Call Federal Farm Credit Bank . 10/18/2017 1,000,000.00 1,000,000.00 948,270.00 3.080 3.037 3.080 10/18/2027 3,304 3133EHJ20 1874 Call Federal Farm Credit Bank . 10/23/2017 1,500,000.00 1,500,000.00 1,452,480.00 2.680 2.643 2.680 10/23/2024 2,214 3133EHZLO 1875 Call Federal Farm Credit Bank . 10/18/2017 670,828.79 675,000.00 638,516.25 2.920 2.958 3.000 09/20/2027 3,276 3133EC2B9 1885 Federal Farm Credit Bank . 12/29/2017 591,265.12 600,000.00 578,100.00 1.700 2.161 2.191 11/09/2021 1,135 3133EH3K7 1887 Call Federal Farm Credit Bank . 01/03/2018 1,494,817.34 1,500,000.00 1,439,715.00 3.100 3.102 3.146 06/21/2027 3,185 3133EJDE6 1932 Federal Farm Credit Bank . 02/16/2018 1,495,600.91 1,500,000.00 1,473,285.00 2.570 2.605 2.642 02/16/2023 1,599 3133EJNJ4 1954 Call Federal Farm Credit Bank . 05/07/2018 1,500,000.00 1,500,000.00 1,485,870.00 3.470 3.422 3.470 05/07/2024 2,045 313376BR5 1012 Federal Home Loan Bank 12/16/2011 2,000,000.00 2,000,000.00 1,998,060.00 1.750 1.725 1.749 12/14/2018 74 3133782M2 1039 Federal Home Loan Bank 03/08/2012 1,499,406.58 1,500,000.00 1,494,465.00 1.500 1.574 1.596 03/08/2019 158 313378LA7 1041 Federal Home Loan Bank 03/20/2012 1,500,000.00 1,500,000.00 1,470,480.00 2.330 2.298 2.330 02/25/2022 1,243 313378VG3 1049 Federal Home Loan Bank 04/09/2012 1,500,000.00 1,500,000.00 1,493,835.00 1.850 1.824 1.850 05/22/2019 233 313379EC9 1073 Federal Home Loan Bank 05/18/2012 2,000,000.00 2,000,000.00 1,964,080.00 2.000 1.972 2.000 11/18/2020 779 313381C94 1125 Federal Home Loan Bank 11/30/2012 1,500,640.40 1,500,000.00 1,474,200.00 1.250 1.196 1.212 12/13/2019 438 313381DA0 1126 Call Federal Home Loan Bank 12/05/2012 749,843.33 750,000.00 721,470.00 2.190 2.165 2.195 12/05/2022 1,526 313381GB5 1127 Federal Home Loan Bank 11/30/2012 1,500,000.00 1,500,000.00 1,497,060.00 1.000 0.986 1.000 11/30/2018 60 313381C94 1131 Federal Home Loan Bank 12/13/2012 1,500,000.00 1,500,000.00 1,474,200.00 1.250 1.232 1.249 12/13/2019 438 313376BR5 1135 Federal Home Loan Bank 12/19/2012 1,501,938.23 1,500,000.00 1,498,545.00 1.750 1.075 1.090 12/14/2018 74 313376BR5 1140 Federal Home Loan Bank 01/08/2013 1,501,810.65 1,500,000.00 1,498,545.00 1.750 1.117 1.132 12/14/2018 74 313381DA0 1146 Call Federal Home Loan Bank 01/25/2013 212,162.40 212,500.00 204,416.50 2.190 2.201 2.232 12/05/2022 1,526 3133XHRJ3 1156 Federal Home Loan Bank 02/25/2013 1,436,461.99 1,315,000.00 1,398,239.50 5.000 1.825 1.850 12/10/2021 1,166 3133XSR59 1157 Federal Home Loan Bank 02/25/2013 2,010,193.93 2,000,000.00 2,006,100.00 3.750 1.128 1.144 12/14/2018 74 3133XSR59 1168 Federal Home Loan Bank 03/11/2013 532,660.15 530,000.00 531,616.50 3.750 1.165 1.182 12/14/2018 74 313371U79 1240 Federal Home Loan Bank 01/09/2014 1,514,132.50 1,500,000.00 1,507,845.00 3.125 2.615 2.651 12/11/2020 802 3130A0J27 1248 Federal Home Loan Bank 01/23/2014 1,499,907.48 1,500,000.00 1,490,220.00 2.220 2.194 2.225 01/07/2020 463 3130Al2B3 1253 Federal Home Loan Bank 02/24/2014 1,500,000.00 1,500,000.00 1,485,990.00 2.125 2.095 2.124 03/13/2020 529 313382K69 1261 Federal Home Loan Bank 03/13/2014 1,476,460.62 1,500,000.00 1,460,535.00 1.750 2.418 2.451 03/12/2021 893 313370US5 1267 Federal Home Loan Bank 04/02/2014 1,515,417.21 1,500,000.00 1,500,450.00 2.875 2.271 2.303 09/11/2020 711 313379EC9 1270 Federal Home Loan Bank 04/08/2014 198,839.19 200,000.00 196,408.00 2.000 2.263 2.295 11/18/2020 779 313379EC9 1272 Federal Home Loan Bank 04/09/2014 546,806.42 550,000.00 540,122.00 2.000 2.263 2.295 11/18/2020 779 3133XTYY6 1278 Federal Home Loan Bank 04/22/2014 330,323.23 325,000.00 329,163.25 4.375 1.889 1.916 06/14/2019 256 Run Date: 10/21/2018 - 21:23 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 13 Purchase Current YTM YTM Maturity Days To CUSIP Investment # Issuer Date Book Value Par Value Market Value Rate 360 365 Date Maturity Federal Agency Issues - Coupon 313379EE5 1314 Federal Home Loan Bank 06/04/2014 1,498,999.88 1,500,000.00 1,490,550.00 1.625 1.700 1.724 06/14/2019 256 313379EE5 1318 Federal Home Loan Bank 06/16/2014 1,498,253.15 1,500,000.00 1,490,550.00 1.625 1.774 1.799 06/14/2019 256 3133836A4 1324 Call Federal Home Loan Bank 06/24/2014 1,242,405.61 1,250,000.00 1,236,537.50 0.800 1.766 1.791 05/22/2019 233 3130A2FH4 1332 Federal Home Loan Bank 07/02/2014 1,500,400.37 1,500,000.00 1,491,690.00 1.750 1.686 1.710 06/14/2019 256 3130A7Q73 1577 Federal Home Loan Bank 04/08/2016 1,502,729.19 1,500,000.00 1,437,555.00 1.530 1.450 1.470 12/08/2021 1,164 3130A7RS6 1583 Call Federal Home Loan Bank 04/27/2016 1,689,360.15 1,690,000.00 1,588,228.20 2.650 2.619 2.655 04/27/2026 2,765 3130A7TA3 1587 Call Federal Home Loan Bank 04/28/2016 1,500,000.00 1,500,000.00 1,430,925.00 2.070 2.041 2.070 04/28/2023 1,670 313382K69 1605 Federal Home Loan Bank 04/27/2016 1,005,602.26 1,000,000.00 973,690.00 1.750 1.490 1.511 03/12/2021 893 3133827D9 1619 Federal Home Loan Bank 06/02/2016 502,867.79 500,000.00 487,180.00 1.750 1.476 1.496 02/08/2021 861 3133XDVS7 1620 Federal Home Loan Bank 06/02/2016 431,880.89 400,000.00 420,036.00 5.250 1.461 1.481 12/11/2020 802 3130A8F99 1628 Call Federal Home Loan Bank 06/15/2016 1,500,000.00 1,500,000.00 1,404,255.00 2.580 2.544 2.580 06/15/2026 2,814 3130A8J46 1632 Call Federal Home Loan Bank 06/29/2016 2,000,000.00 2,000,000.00 1,854,520.00 2.520 2.485 2.520 06/29/2026 2,828 3130A8J79 1633 Call Federal Home Loan Bank 06/27/2016 1,363,636.27 1,363,636.27 1,279,349.91 2.350 2.317 2.350 12/27/2024 2,279 3130A8JG9 1635 Call Federal Home Loan Bank 06/22/2016 1,500,000.00 1,500,000.00 1,428,285.00 2.070 2.041 2.070 06/22/2023 1,725 3130A8J79 1637 Call Federal Home Loan Bank 06/27/2016 909,091.00 909,091.00 852,900.09 2.350 2.317 2.350 12/27/2024 2,279 3130A8JX2 1640 Call Federal Home Loan Bank 06/29/2016 1,500,000.00 1,500,000.00 1,397,955.00 2.540 2.505 2.540 06/29/2026 2,828 3130A8HF3 1643 Call Federal Home Loan Bank 06/23/2016 1,497,736.94 1,500,000.00 1,402,005.00 2.440 2.430 2.464 09/23/2025 2,549 3130A8HT3 1644 Call Federal Home Loan Bank 06/29/2016 1,498,547.30 1,500,000.00 1,500,000.00 2.470 2.451 2.485 12/29/2025 2,646 3130A8J46 1648 Call Federal Home Loan Bank 06/29/2016 1,500,348.50 1,500,000.00 1,390,890.00 2.520 2.425 2.459 06/29/2026 2,828 3130A0EN6 1649 Federal Home Loan Bank 06/28/2016 262,498.01 250,000.00 249,747.50 2.875 1.232 1.249 12/10/2021 1,166 3130A8MQ3 1651 Call Federal Home Loan Bank 07/12/2016 1,500,000.00 1,500,000.00 1,434,570.00 1.875 1.849 1.875 10/12/2022 1,472 3130A8F99 1652 Call Federal Home Loan Bank 06/29/2016 981,320.60 980,000.00 917,446.60 2.580 2.524 2.560 06/15/2026 2,814 3130A8SJ3 1661 Call Federal Home Loan Bank 08/01/2016 1,000,000.00 1,000,000.00 934,640.00 2.150 2.120 2.150 11/01/2024 2,223 3130A8R54 1662 Call Federal Home Loan Bank 07/28/2016 1,498,646.59 1,500,000.00 1,415,940.00 1.800 1.795 1.820 07/28/2023 1,761 3130A8VP5 1667 Call Federal Home Loan Bank 08/23/2016 1,500,000.00 1,500,000.00 1,400,925.00 2.000 1.972 2.000 08/23/2024 2,153 3130A8VN0 1668 Call Federal Home Loan Bank 08/17/2016 1,500,000.00 1,500,000.00 1,415,055.00 1.940 1.913 1.940 11/17/2023 1,873 3130A94L2 1690 Call Federal Home Loan Bank 09/15/2016 997,615.56 1,000,000.00 904,630.00 2.125 2.129 2.158 09/02/2026 2,893 3130A9N64 1695 Call Federal Home Loan Bank 10/06/2016 1,500,000.00 1,500,000.00 1,361,370.00 2.150 2.120 2.150 10/06/2026 2,927 3130A9N64 1697 Call Federal Home Loan Bank 10/06/2016 999,198.61 1,000,000.00 907,580.00 2.150 2.131 2.161 10/06/2026 2,927 3133827E7 1699 Federal Home Loan Bank 10/05/2016 510,909.03 500,000.00 482,510.00 2.130 1.578 1.600 02/06/2023 1,589 3130A9P62 1700 Call Federal Home Loan Bank 10/13/2016 1,500,000.00 1,500,000.00 1,374,360.00 2.200 2.169 2.200 10/13/2026 2,934 3130A9PT2 1702 Call Federal Home Loan Bank 10/26/2016 2,000,000.00 2,000,000.00 1,824,140.00 2.230 2.199 2.230 10/26/2026 2,947 Run Date: 10/21/2018 - 21:23 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a CUSIP Investment # Issuer Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 14 Purchase Current YTM YTM Maturity Days To Date Book Value Par Value Market Value Rate 360 365 Date Maturity Federal Agency Issues - Coupon 3130A9PT2 1706 Call Federal Home Loan Bank 10/26/2016 309,664.80 310,000.00 282,741.70 2.230 2.214 2.245 10/26/2026 2,947 3130A9RH6 1707 Call Federal Home Loan Bank 10/20/2016 999,838.94 1,000,000.00 917,310.00 2.300 2.270 2.302 10/20/2026 2,941 3130A9RH6 1709 Call Federal Home Loan Bank 10/20/2016 999,798.68 1,000,000.00 917,310.00 2.300 2.271 2.302 10/20/2026 2,941 3130A9XC0 1713 Call Federal Home Loan Bank 11/17/2016 2,000,000.00 2,000,000.00 1,844,640.00 2.360 2.327 2.360 11/17/2026 2,969 3130A9XC0 1716 Call Federal Home Loan Bank 11/17/2016 1,496,342.50 1,500,000.00 1,383,480.00 2.360 2.361 2.393 11/17/2026 2,969 3130AA2Z0 1717 Call Federal Home Loan Bank 11/23/2016 1,500,000.00 1,500,000.00 1,393,275.00 2.690 2.653 2.690 11/23/2026 2,975 3130AA2Z0 1718 Call Federal Home Loan Bank 11/23/2016 204,562.56 205,000.00 190,414.25 2.690 2.682 2.720 11/23/2026 2,975 3130A7C29 1719 Call Federal Home Loan Bank 11/16/2016 1,500,000.00 1,500,000.00 1,418,190.00 2.750 2.712 2.749 02/24/2026 2,703 3130AAAZ1 1720 Call Federal Home Loan Bank 12/14/2016 1,500,000.00 1,500,000.00 1,420,320.00 2.900 2.860 2.900 12/14/2026 2,996 3130AAEX2 1724 Call Federal Home Loan Bank 12/28/2016 800,000.00 800,000.00 774,344.00 2.150 2.120 2.150 12/28/2021 1,184 3130AABG2 1727 Federal Home Loan Bank 12/16/2016 990,313.92 1,000,000.00 968,730.00 1.875 2.168 2.198 11/29/2021 1,155 3130AAAZ1 1741 Call Federal Home Loan Bank 01/27/2017 311,665.73 315,000.00 298,267.20 2.900 3.008 3.050 12/14/2026 2,996 3130A8HF3 1751 Call Federal Home Loan Bank 02/15/2017 316,303.68 325,000.00 303,767.75 2.440 2.836 2.875 09/23/2025 2,549 3130A7C29 1752 Call Federal Home Loan Bank 02/15/2017 245,973.53 250,000.00 236,365.00 2.750 2.958 3.000 02/24/2026 2,703 3133XHRJ3 1763 Federal Home Loan Bank 03/10/2017 2,072,425.33 1,910,000.00 2,030,903.00 5.000 2.150 2.180 12/10/2021 1,166 313378CR0 1780 Federal Home Loan Bank 04/12/2017 1,010,451.33 1,000,000.00 977,370.00 2.250 1.903 1.930 03/11/2022 1,257 3130ABJW7 1823 Call Federal Home Loan Bank 06/27/2017 1,500,000.00 1,500,000.00 1,444,740.00 2.550 2.515 2.550 06/27/2024 2,096 3130A7TA3 1847 Call Federal Home Loan Bank 09/18/2017 498,043.17 500,000.00 476,975.00 2.070 2.131 2.161 04/28/2023 1,670 3130ACH64 1854 Call Federal Home Loan Bank 10/26/2017 1,500,000.00 1,500,000.00 1,453,335.00 2.250 2.219 2.250 10/26/2022 1,486 3130AAWE4 1860 Call Federal Home Loan Bank 09/28/2017 501,202.21 500,000.00 486,470.00 2.220 2.116 2.146 03/08/2022 1,254 3130ABAF3 1861 Call Federal Home Loan Bank 09/29/2017 800,000.00 800,000.00 769,728.00 3.000 2.958 2.999 05/11/2027 3,144 3130ACK94 1862 Call Federal Home Loan Bank 10/10/2017 1,000,000.00 1,000,000.00 954,820.00 2.530 2.495 2.530 10/10/2024 2,201 3130ACMH4 1873 Call Federal Home Loan Bank 10/16/2017 1,500,000.00 1,500,000.00 1,434,195.00 2.500 2.465 2.500 10/16/2024 2,207 3130A3VC5 1886 Federal Home Loan Bank 01/03/2018 993,144.13 1,000,000.00 963,250.00 2.250 2.359 2.392 12/08/2023 1,894 3130A3DL5 1896 Federal Home Loan Bank 01/09/2018 998,424.75 1,000,000.00 970,910.00 2.375 2.376 2.409 09/08/2023 1,803 3130ADEVO 1903 Federal Home Loan Bank 01/18/2018 499,226.57 500,000.00 487,760.00 2.380 2.385 2.418 01/17/2023 1,569 3134G3A91 1106 Fed. Home Loan Mortgage Corp. 08/22/2012 1,500,000.00 1,500,000.00 1,483,980.00 1.400 1.380 1.400 08/22/2019 325 3134G3L73 1113 Fed. Home Loan Mortgage Corp. 09/26/2012 1,500,000.00 1,500,000.00 1,477,350.00 1.500 1.479 1.500 12/26/2019 451 3134G45T1 1273 Fed. Home Loan Mortgage Corp. 04/10/2014 1,965,463.39 2,000,000.00 1,933,300.00 2.000 2.564 2.600 12/10/2021 1,166 3134G45T1 1277 Fed. Home Loan Mortgage Corp. 04/22/2014 980,482.05 1,000,000.00 966,650.00 2.000 2.643 2.680 12/10/2021 1,166 3134G3A91 1282 Fed. Home Loan Mortgage Corp. 05/01/2014 298,629.32 300,000.00 296,796.00 1.400 1.914 1.941 08/22/2019 325 3134G35V8 1286 Fed. Home Loan Mortgage Corp. 05/02/2014 298,237.42 300,000.00 295,215.00 1.650 2.053 2.082 03/13/2020 529 Run Date: 10/21/2018 - 21:23 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a CUSIP Investment # Issuer Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Purchase Date Book Value Par Value Current Page 15 YTM YTM Maturity Days To Market Value Rate 360 365 Date Maturity Federal Agency Issues - Coupon 3134G3U40 1287 Fed. Home Loan Mortgage Corp. 05/02/2014 298,338.67 300,000.00 295,680.00 1.450 1.938 1.965 11/21/2019 416 3134G3K58 1291 Fed. Home Loan Mortgage Corp. 05/06/2014 992,163.71 1,000,000.00 981,090.00 1.500 2.041 2.070 03/19/2020 535 3134G44G0 1292 Fed. Home Loan Mortgage Corp. 05/06/2014 990,491.31 1,000,000.00 979,650.00 1.500 2.091 2.120 05/22/2020 599 3134G3L73 1301 Fed. Home Loan Mortgage Corp. 05/13/2014 994,500.74 1,000,000.00 984,900.00 1.500 1.945 1.972 12/26/2019 451 3134G43G1 1352 Fed. Home Loan Mortgage Corp. 07/25/2014 996,620.95 1,000,000.00 992,200.00 1.200 1.765 1.790 05/07/2019 218 3134GAEF7 1678 Call Fed. Home Loan Mortgage Corp. 09/29/2016 1,000,000.00 1,000,000.00 958,940.00 1.650 1.627 1.650 09/29/2021 1,094 3134GBNX6 1828 Call Fed. Home Loan Mortgage Corp. 06/28/2017 1,500,000.00 1,500,000.00 1,464,915.00 2.000 1.969 1.996 05/28/2021 970 3134GBXU1 1835 Call Fed. Home Loan Mortgage Corp. 07/27/2017 1,500,000.00 1,500,000.00 1,447,455.00 2.250 2.219 2.250 07/27/2022 1,395 3134GBXU1 1836 Call Fed. Home Loan Mortgage Corp. 07/27/2017 1,000,000.00 1,000,000.00 964,970.00 2.250 2.219 2.250 07/27/2022 1,395 3134GBXU1 1837 Call Fed. Home Loan Mortgage Corp. 07/27/2017 999,426.67 1,000,000.00 964,970.00 2.250 2.234 2.265 07/27/2022 1,395 3134GBK92 1853 Call Fed. Home Loan Mortgage Corp. 10/12/2017 660,000.00 660,000.00 634,557.00 2.200 2.169 2.200 10/12/2022 1,472 3136G0AW1 1048 Federal National Mortgage Asso 04/16/2012 2,000,000.00 2,000,000.00 1,978,840.00 2.350 2.317 2.350 10/16/2020 746 3136G0DU2 1059 Federal National Mortgage Asso 04/30/2012 2,000,000.00 2,000,000.00 1,973,740.00 2.000 1.972 2.000 04/30/2020 577 3136G0EC1 1061 Federal National Mortgage Asso 04/30/2012 1,500,000.00 1,500,000.00 1,483,050.00 2.050 2.021 2.050 04/30/2020 577 3136G0FJ5 1066 Federal National Mortgage Asso 04/30/2012 2,000,000.00 2,000,000.00 1,961,700.00 2.000 1.972 2.000 10/30/2020 760 3136FTR43 1268 Federal National Mortgage Asso 04/08/2014 1,494,619.00 1,500,000.00 1,476,720.00 2.000 2.172 2.202 08/28/2020 697 3136G0U58 1276 Federal National Mortgage Asso 04/16/2014 984,712.19 1,000,000.00 970,540.00 1.750 2.364 2.397 04/30/2021 942 3136G0M57 1288 Federal National Mortgage Asso 05/02/2014 245,756.36 250,000.00 242,702.50 1.750 2.452 2.486 04/09/2021 921 3136G0Y70 1290 Federal National Mortgage Asso 05/05/2014 998,175.57 1,000,000.00 995,890.00 1.080 1.633 1.656 01/30/2019 121 3136G0YK1 1315 Federal National Mortgage Asso 06/05/2014 1,196,478.19 1,200,000.00 1,188,060.00 1.500 1.815 1.840 08/28/2019 331 3136G02P5 1317 Federal National Mortgage Asso 06/12/2014 996,749.09 1,000,000.00 992,940.00 1.200 1.765 1.790 04/29/2019 210 3136G3AN5 1546 Call Federal National Mortgage Asso 03/16/2016 1,000,000.00 1,000,000.00 986,170.00 1.500 1.978 2.006 03/16/2021 897 3136G0EG2 1654 Federal National Mortgage Asso 06/30/2016 1,027,116.27 1,000,000.00 983,040.00 2.280 1.171 1.187 04/23/2021 935 3136G3XZ3 1669 Call Federal National Mortgage Asso 07/28/2016 1,349,046.56 1,350,000.00 1,294,839.00 1.500 1.505 1.526 07/28/2021 1,031 3136G36A8 1687 Call Federal National Mortgage Asso 09/27/2016 1,050,000.00 1,050,000.00 974,169.00 2.000 1.972 2.000 09/27/2024 2,188 31364CCC0 1715 Federal National Mortgage Asso 11/10/2016 659,338.46 500,000.00 632,170.00 7.125 2.367 2.400 04/30/2026 2,768 3136G05L1 1883 Federal National Mortgage Asso 12/29/2017 495,021.76 500,000.00 481,535.00 2.000 2.238 2.270 08/26/2022 1,425 3135G0T78 1894 Federal National Mortgage Asso 01/09/2018 987,896.13 1,000,000.00 961,940.00 2.000 2.288 2.320 10/05/2022 1,465 3135G0T78 1904 Federal National Mortgage Asso 01/19/2018 983,298.81 1,000,000.00 961,940.00 2.000 2.409 2.443 10/05/2022 1,465 3136G0P62 1922 Federal National Mortgage Asso 02/05/2018 984,263.65 1,000,000.00 973,090.00 1.500 2.268 2.300 10/15/2020 745 3135G0T94 1926 Federal National Mortgage Asso 02/08/2018 1,485,861.01 1,500,000.00 1,462,305.00 2.375 2.574 2.610 01/19/2023 1,571 880591EL2 1132 Tennessee Valley Authority 12/14/2012 524,975.36 500,000.00 510,905.00 3.875 1.596 1.618 02/15/2021 868 Run Date: 10/21/2018 - 21:23 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a CUSIP Investment # Issuer Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Purchase Date Book Value Par Value Current Page 16 YTM YTM Maturity Days To Market Value Rate 360 365 Date Maturity Federal Agency Issues - Coupon 880591EN8 880591EL2 880591EL2 880591CJ9 880591ER9 880591CJ9 880591EN8 880591CJ9 Treasury Securities 3130ADJH6 912828SD3 912828TH3 912828TN0 912828SX9 912828SX9 912828TC4 912828J43 912828L57 912828P38 912828N30 912828P38 912828P38 912828P79 912828P79 1133 Tennessee Valley Authority 1145 Tennessee Valley Authority 1260 Tennessee Valley Authority 1508 Tennessee Valley Authority 1519 Tennessee Valley Authority 1589 Tennessee Valley Authority 1703 Tennessee Valley Authority 1714 Tennessee Valley Authority - Coupon 1918 1237 TB 1284 TB 1285 TB 1289 TB 1299 TB 1316 TB 1761 TB 1866 TB 1898 TB 1905 TB 1923 TB 1925 TB 1929 TB 1934 TB 12/14/2012 01/23/2013 03/12/2014 11/20/2015 01/15/2016 04/18/2016 10/07/2016 11/10/2016 Subtotal and Average 1,008,396.29 1,573,121.18 1,195,564.49 1,239,312.62 760,921.00 989,071.68 1,507,292.41 1,599,391.83 305,644,535.26 1,010,000.00 1,500,000.00 1,160,000.00 1,000,000.00 750,000.00 775,000.00 1,490,000.00 1,250,000.00 303,499,227.27 970,014.10 1.875 1.893 1.920 08/15/2022 1,532,715.00 3.875 1.647 1.669 02/15/2021 1,185,299.60 3.875 2.427 2.461 02/15/2021 1,220,260.00 6.750 2.807 2.846 11/01/2025 738,247.50 2.875 2.564 2.600 09/15/2024 945,701.50 6.750 2.337 2.370 11/01/2025 1,431,010.90 1.875 1.538 1.560 08/15/2022 1,525,325.00 6.750 2.317 2.350 11/01/2025 Federal Home Loan Bank U.S. Treasury U.S. Treasury U.S. Treasury U.S. Treasury U.S. Treasury U.S. Treasury U.S. Treasury U.S. Treasury U.S. Treasury U.S. Treasury U.S. Treasury U.S. Treasury U.S. Treasury U.S. Treasury Municipal Bonds 004284638 03667PFL1 041042ZW5 121457EQ4 Run Date: 10/21/2018 - 21:23 1494 MUN 1790 MUN 1913 MUN 1548 MUN Acalanes Union High School Dis Antelope Valley Community Coll State of Arkansas Burlingame School District 295,943,588.87 2.133 2.163 1,414 868 868 2,588 2,176 2,588 1,414 2,588 1,512 01/29/2018 999,844.65 1,000,000.00 991,530.00 2.100 2.083 2.112 01/29/2020 01/07/2014 1,997,094.26 2,000,000.00 1,992,920.00 1.250 1.682 1.705 01/31/2019 05/02/2014 1,489,633.35 1,500,000.00 1,478,910.00 0.875 1.726 1.750 07/31/2019 05/02/2014 1,489,837.96 1,500,000.00 1,477,800.00 1.000 1.755 1.780 08/31/2019 05/05/2014 1,494,395.50 1,500,000.00 1,486,350.00 1.125 1.692 1.716 05/31/2019 05/13/2014 1,494,755.67 1,500,000.00 1,486,350.00 1.125 1.654 1.677 05/31/2019 06/10/2014 1,492,419.76 1,500,000.00 1,483,185.00 1.000 1.687 1.711 06/30/2019 03/09/2017 1,483,073.25 1,500,000.00 1,443,870.00 1.750 2.071 2.100 02/28/2022 10/06/2017 1,489,130.62 1,500,000.00 1,433,385.00 1.750 1.914 1.941 09/30/2022 01/11/2018 1,464,009.47 1,500,000.00 1,427,520.00 1.750 2.308 2.340 01/31/2023 01/22/2018 1,482,356.92 1,500,000.00 1,451,310.00 2.125 2.387 2.420 12/31/2022 02/05/2018 1,448,714.19 1,500,000.00 1,427,520.00 1.750 2.560 2.596 01/31/2023 02/08/2018 968,741.90 1,000,000.00 951,680.00 1.750 2.487 2.521 01/31/2023 02/09/2018 955,991.32 1,000,000.00 940,550.00 1.500 2.534 2.570 02/28/2023 02/15/2018 953,272.24 1,000,000.00 940,550.00 1.500 2.601 2.638 02/28/2023 Subtotal and Average 20,703,271.06 21,000,000.00 20,413,430.00 2.029 2.057 485 122 303 334 242 242 272 1,246 1,460 1,583 1,552 1,583 1,583 1,611 1,611 886 10/30/2015 1,006,117.04 1,000,000.00 978,510.00 2.381 2.120 2.150 08/01/2021 05/09/2017 222,431.06 220,000.00 214,590.20 2.608 2.266 2.298 08/01/2022 01/26/2018 323,917.61 320,000.00 316,300.80 2.875 2.486 2.520 06/01/2022 02/24/2016 840,424.60 730,000.00 807,292.40 6.238 3.557 3.606 08/01/2025 1,035 1,400 1,339 2,496 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a CUSIP Investment # Issuer Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 17 Purchase Current YTM YTM Maturity Days To Date Book Value Par Value Market Value Rate 360 365 Date Maturity Municipal Bonds 142665DH8 142665DH8 142665DH8 142665DJ4 156792GV9 156792GW7 2463807H6 357172VA0 359819DN6 359819DM8 373384RU2 373384W69 3733844V5 373384RU2 373384RX6 373384RY4 373384RY4 419792DA1 419791YP7 419792NH5 419791YP7 419792NH5 544351KS7 544351KR9 544495VX9 5741925C0 574193NC8 574193PU6 5741925D8 62451FFK1 56781 RGU5 623040GX4 Run Date: 10/21/2018 - 21:23 1547 MUN 1556 MUN 1753 MUN 1857 MUN 1523 MUN 1876 MUN 1952 MUN 1646 MUN 1916 MUN 1917 MUN 1613 MUN 1645 MUN 1666 MUN 1691 MUN 1775 MUN 1919 MUN 1945 MUN 1685 MUN 1852 MUN 1944 MUN 1946 MUN 1947 MUN 1748 MUN 1879 MUN 1949 MUN 1689 MUN 1762 MUN 1941 MUN 1943 MUN 1348 MUN 1858 MUN 1489 MUN Carlsbad Unified School Dist . Carlsbad Unified School Dist . Carlsbad Unified School Dist . Carlsbad Unified School Dist . Cerritos Community College Dis Cerritos Community College Dis State of Delaware Fremon Union High School Distr Fullerton School District Fullerton School District State of Georgia State of Georgia State of Georgia State of Georgia State of Georgia State of Georgia State of Georgia State of Hawaii State of Hawaii State of Hawaii State of Hawaii State of Hawaii City of Los Angeles City of Los Angeles Los Angeles Dept. of WTR & PWR State of Maryland State of Maryland State of Maryland State of Maryland Mtn. View-Whisman School Dist. Marin Community College Dist. Mt. San Antonio Community Coll 02/24/2016 319,346.42 300,000.00 309,741.00 4.584 2.130 2.159 08/01/2021 1,035 03/04/2016 1,330,230.83 1,250,000.00 1,290,587.50 4.584 2.138 2.168 08/01/2021 1,035 02/17/2017 370,932.97 350,000.00 361,364.50 4.584 2.317 2.350 08/01/2021 1,035 09/27/2017 354,093.77 305,000.00 334,286.10 5.234 2.850 2.890 08/01/2026 2,861 01/27/2016 509,878.68 500,000.00 493,560.00 2.781 2.012 2.040 08/01/2021 1,035 11/30/2017 56,030.81 55,000.00 54,282.80 2.971 2.416 2.450 08/01/2022 1,400 05/03/2018 1,527,928.24 1,500,000.00 1,511,310.00 3.500 2.927 2.967 07/01/2022 1,369 06/28/2016 627,354.47 525,000.00 588,897.75 6.080 2.994 3.035 02/01/2026 2,680 02/14/2018 1,001,123.81 995,000.00 969,060.35 3.160 3.028 3.070 08/01/2026 2,861 02/14/2018 751,812.73 750,000.00 729,592.50 3.040 2.959 3.000 08/01/2025 2,496 05/17/2016 531,310.90 500,000.00 507,065.00 3.570 1.878 1.904 10/01/2022 1,461 06/27/2016 384,588.42 365,000.00 365,416.10 3.250 1.898 1.925 02/01/2023 1,584 07/29/2016 1,864,666.75 1,825,000.00 1,713,802.75 2.375 1.972 1.999 02/01/2025 2,315 09/26/2016 413,037.53 385,000.00 390,440.05 3.570 1.630 1.653 10/01/2022 1,461 04/10/2017 268,951.62 250,000.00 257,300.00 4.000 2.739 2.777 10/01/2025 2,557 01/26/2018 1,193,733.09 1,095,000.00 1,154,338.05 4.310 2.979 3.020 10/01/2026 2,922 03/19/2018 214,699.97 200,000.00 210,838.00 4.310 3.204 3.248 10/01/2026 2,922 10/19/2016 1,095,470.87 1,045,000.00 1,010,002.95 3.150 2.431 2.465 10/01/2026 2,922 09/21/2017 244,249.11 225,000.00 235,390.50 4.800 2.071 2.100 02/01/2022 1,219 03/20/2018 973,786.88 1,000,000.00 949,450.00 1.921 2.584 2.620 10/01/2022 1,461 03/21/2018 377,274.59 355,000.00 371,393.90 4.800 2.761 2.800 02/01/2022 1,219 03/29/2018 1,456,254.01 1,500,000.00 1,424,175.00 1.921 2.663 2.700 10/01/2022 1,461 02/14/2017 1,001,336.70 1,000,000.00 973,350.00 2.640 2.784 2.823 09/01/2023 1,796 12/11/2017 1,092,070.29 1,090,000.00 1,060,984.20 2.440 2.355 2.388 09/01/2022 1,431 03/29/2018 1,748,785.71 1,500,000.00 1,702,425.00 5.516 3.254 3.300 07/01/2027 3,195 09/16/2016 528,531.45 485,000.00 499,821.60 4.300 1.534 1.555 03/01/2022 1,247 03/22/2017 1,000,000.00 1,000,000.00 963,280.00 2.250 2.219 2.250 03/15/2022 1,261 03/21/2018 1,501,407.49 1,500,000.00 1,470,315.00 2.480 2.406 2.440 03/15/2021 896 03/20/2018 1,371,029.78 1,280,000.00 1,333,440.00 4.400 2.633 2.670 03/01/2023 1,612 07/24/2014 502,853.74 500,000.00 494,670.00 2.973 2.893 2.933 08/01/2021 1,035 09/28/2017 516,923.20 500,000.00 486,330.00 3.272 2.791 2.830 08/01/2027 3,226 10/26/2015 1,426,910.38 1,335,000.00 1,381,391.25 4.103 2.490 2.525 08/01/2023 1,765 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a CUSIP Investment # Issuer Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 18 Purchase Current YTM YTM Maturity Days To Date Book Value Par Value Market Value Rate 360 365 Date Maturity Municipal Bonds 644682M37 64985HWN3 64986DEE1 677522HZ0 677522JB1 677522JB1 6775207G7 677521GP5 685585FD8 68609BGH4 697379UE3 697379UE3 697379UE3 697379UE3 697379UE3 697379UD5 697379UD5 801546PH9 801546PJ5 80181PCT2 80181PCU9 80181PCV7 80181 PCW5 797646NL6 797646NC6 797646T48 797646T55 797646T48 79772EBC2 797669XU7 797669XU7 798186C83 Run Date: 10/21/2018 - 21:23 1948 MUN 1942 MUN 1933 MUN 1550 MUN 1688 MUN 1742 MUN 1832 MUN 1881 MUN 1910 MUN 1682 MUN 1192 MUN 1193 MUN 1195 MUN 1437 MUN 1610 MUN 1684 MUN 1880 MUN 1897 MUN 1899 MUN 1906 MUN 1907 MUN 1908 MUN 1909 MUN 1441 MUN 1509 MUN 1711 MUN 1712 MUN 1839 MUN 1937 MUN 1938 MUN 1939 MUN 1435 MUN State of New Hampshire New York St Envrnmntl Facs New York State Envrnmntl Corp State of Ohio State of Ohio State of Ohio State of Ohio State of Ohio Orchard School District State of Oregon Palo Alto Unified School Dist. Palo Alto Unified School Dist. Palo Alto Unified School Dist. Palo Alto Unified School Dist. Palo Alto Unified School Dist. Palo Alto Unified School Dist. Palo Alto Unified School Dist. County of Santa Clara County of Santa Clara Santa Cruz County Capital Fin. Santa Cruz County Capital Fin. Santa Cruz County Capital Fin. Santa Cruz County Capital Fin. City & County of San Francisco City & County of San Francisco City & County of San Francisco City & County of San Francisco City & County of San Francisco San Francisco Cmnty Facs Dist SF Bay Area Rapid Transit Dist SF Bay Area Rapid Transit Dist San Jose Unified School Dist. 03/22/2018 1,535,066.32 1,500,000.00 1,516,905.00 3.500 2.544 2.580 06/01/2021 974 03/15/2018 983,056.67 1,000,000.00 974,330.00 1.431 2.377 2.410 07/15/2020 653 02/15/2018 1,984,424.67 2,000,000.00 1,949,020.00 2.438 2.624 2.661 06/15/2022 1,353 03/09/2016 1,500,000.00 1,500,000.00 1,435,860.00 1.570 1.548 1.569 05/01/2021 943 09/13/2016 811,055.28 800,000.00 755,616.00 2.110 1.764 1.788 05/01/2023 1,673 01/31/2017 1,965,401.33 2,000,000.00 1,889,040.00 2.110 2.485 2.520 05/01/2023 1,673 06/30/2017 1,014,338.28 900,000.00 969,291.00 4.971 2.416 2.450 04/01/2024 2,009 12/21/2017 205,679.61 200,000.00 202,104.00 3.625 2.179 2.210 11/01/2020 762 01/25/2018 198,111.75 200,000.00 190,980.00 3.185 3.208 3.253 08/01/2027 3,226 08/29/2016 588,501.33 570,000.00 557,180.70 2.500 1.528 1.550 05/01/2022 1,308 05/10/2013 2,019,752.38 2,000,000.00 1,965,560.00 2.441 2.031 2.060 08/01/2021 1,035 05/13/2013 1, 817, 776.55 1, 800, 000.00 1, 769, 004.00 2.441 2.031 2.060 08/01/2021 1,035 05/15/2013 2,008,608.79 1,990,000.00 1,955,732.20 2.441 2.051 2.080 08/01/2021 1,035 01/27/2015 201,956.45 200,000.00 196,556.00 2.441 2.041 2.070 08/01/2021 1,035 05/12/2016 1,024,151.04 1,000,000.00 982,780.00 2.441 1.528 1.550 08/01/2021 1,035 09/02/2016 610,505.66 600,000.00 593,064.00 2.291 1.290 1.308 08/01/2020 670 12/20/2017 1,031,204.25 1,025,000.00 1,013,151.00 2.291 1.923 1.950 08/01/2020 670 01/11/2018 1,341,795.33 1,340,000.00 1,299,022.80 2.500 2.436 2.470 08/01/2023 1,765 01/12/2018 1,460,000.00 1,460,000.00 1,411,893.00 2.680 2.643 2.680 08/01/2024 2,131 01/25/2018 452,841.65 465,000.00 441,536.10 2.500 2.968 3.010 06/01/2024 2,070 01/25/2018 456,712.24 465,000.00 441,870.90 2.750 3.008 3.050 06/01/2025 2,435 01/25/2018 465,266.04 470,000.00 449,089.70 3.000 3.107 3.150 06/01/2026 2,800 01/25/2018 274,796.29 280,000.00 264,684.00 3.125 3.209 3.253 06/01/2027 3,165 02/09/2015 390,344.42 360,000.00 380,239.20 4.950 2.416 2.450 06/15/2022 1,353 11/27/2015 1,134,841.35 1,000,000.00 1,108,820.00 5.450 3.067 3.110 06/15/2025 2,449 11/01/2016 2,110,074.92 2,105,000.00 1,972,406.05 2.290 2.219 2.249 06/15/2025 2,449 11/01/2016 244,660.58 245,000.00 225,155.00 2.390 2.376 2.410 06/15/2026 2,814 07/14/2017 224,066.10 230,000.00 215,512.30 2.290 2.682 2.720 06/15/2025 2,449 03/02/2018 667,234.81 680,000.00 656,580.80 3.250 3.451 3.499 09/01/2027 3,257 03/07/2018 2,092,171.78 2,100,000.00 2,060,940.00 2.387 2.494 2.528 07/01/2021 1,004 03/07/2018 1,494,284.16 1,500,000.00 1,472,100.00 2.387 2.497 2.531 07/01/2021 1,004 01/29/2015 575,019.92 580,000.00 552,983.60 2.500 2.663 2.700 08/01/2023 1,765 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a CUSIP Investment # Issuer Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Page 19 Purchase Current YTM YTM Maturity Days To Date Book Value Par Value Market Value Rate 360 365 Date Maturity Municipal Bonds 799017KT4 799017KV9 799017UW6 799017UW6 839278JM1 880541XY8 880541)0(0 880541XX0 882723PP8 882722KA8 882722JZ5 882723A41 882722KC4 882722VJ7 882723EN5 91412GSB2 91412GGU3 91412GGT6 91412GSB2 91412GSB2 91412GSB2 91412GQB4 917542QT2 917542QR6 924258TT3 93974D H W 1 93974CPH7 93974CPG9 93974CRC6 95640HBT4 Run Date: 10/21/2018 - 21:23 1516 MUN 1518 MUN 1902 MUN 1940 MUN 1914 MUN 1673 MUN 1674 MUN 1676 MUN 1482 MUN 1586 MUN 1592 MUN 1621 MUN 1625 MUN 1708 MUN 1855 MUN 1340 MUN 1356 MUN 1368 MUN 1383 MUN 1414 MUN 1420 MUN 1481 MUN 1622 MUN 1731 MUN 1456 MUN 1672 MUN 1721 MUN 1778 MUN 1802 MUN 1479 MUN San Mateo Union High School Dt San Mateo Union High School Dt San Mateo Union High School Dt San Mateo Union High School Dt South Pasadena Unified School State of Tennessee State of Tennessee State of Tennessee State of Texas State of Texas State of Texas State of Texas State of Texas State of Texas State of Texas University of California University of California University of California University of California University of California University of California University of California State of Utah State of Utah State of Vermont State of Washington State of Washington State of Washington State of Washington West Valley -Mission Community 01/08/2016 245,849.76 245,000.00 243,601.05 2.193 1.775 1.800 09/01/2019 335 01/19/2016 183,178.98 180,000.00 177,256.80 2.720 2.046 2.075 09/01/2021 1,066 01/16/2018 992,189.84 1,000,000.00 964,710.00 2.699 2.786 2.825 09/01/2025 2,527 03/09/2018 981,463.74 1,000,000.00 964,710.00 2.699 2.959 3.000 09/01/2025 2,527 02/15/2018 178,628.16 180,000.00 172,198.80 3.000 3.057 3.100 08/01/2027 3,226 08/25/2016 1,011,757.89 1,000,000.00 921,230.00 2.116 1.923 1.950 08/01/2026 2,861 08/25/2016 1,665,044.84 1,650,000.00 1,533,988.50 2.066 1.893 1.920 08/01/2025 2,496 08/25/2016 706,382.66 700,000.00 650,783.00 2.066 1.893 1.920 08/01/2025 2,496 10/14/2015 938,159.69 920,000.00 908,610.40 2.589 1.864 1.890 10/01/2021 1,096 04/19/2016 1,099,000.00 1,000,000.00 1,027,330.00 5.643 3.339 3.385 10/01/2023 1,826 04/21/2016 255,420.69 235,000.00 241,154.65 5.503 3.047 3.090 10/01/2022 1,461 06/07/2016 502,960.62 500,000.00 489,105.00 1.777 1.450 1.470 10/01/2020 731 06/09/2016 542,285.16 485,000.00 499,283.25 5.913 3.831 3.885 10/01/2025 2,557 10/19/2016 116, 646.02 110, 000.00 112, 269.30 3.673 1.825 1.850 04/01/2022 1,278 09/22/2017 265,945.65 250,000.00 254,642.50 3.832 2.747 2.785 08/01/2025 2,496 07/14/2014 1,871,815.75 1,875,000.00 1,862,475.00 1.796 2.007 2.035 07/01/2019 273 07/31/2014 431,639.71 425,000.00 428,230.00 3.348 2.281 2.313 05/15/2020 592 08/08/2014 251,531.60 250,000.00 250,670.00 3.048 1.982 2.010 05/15/2019 226 08/27/2014 953,610.21 955,000.00 948,620.60 1.796 1.972 2.000 07/01/2019 273 11/28/2014 749,174.32 750,000.00 744,990.00 1.796 1.923 1.950 07/01/2019 273 12/12/2014 1,498,134.38 1,500,000.00 1,489,980.00 1.796 1.943 1.970 07/01/2019 273 10/08/2015 260,582.80 260,000.00 256,448.40 1.995 1.824 1.850 05/15/2020 592 06/07/2016 773,353.89 750,000.00 754,807.50 3.289 1.430 1.450 07/01/2020 639 01/04/2017 833,513.69 770,000.00 802,139.80 4.554 2.904 2.944 07/01/2024 2,100 08/06/2015 2,078,902.68 2,000,000.00 2,025,560.00 4.250 3.275 3.320 08/15/2023 1,779 08/08/2016 261,088.14 250,000.00 246,982.50 2.740 1.504 1.524 08/01/2022 1,400 12/05/2016 554,085.01 515,000.00 543,803.95 4.636 2.465 2.500 08/01/2022 1,400 04/12/2017 1,600,057.46 1,500,000.00 1,564,050.00 4.586 2.081 2.110 08/01/2021 1,035 05/23/2017 542,225.69 485,000.00 520,851.20 4.669 2.416 2.450 08/01/2024 2,131 10/01/2015 274,303.54 250,000.00 256,617.50 6.090 4.030 4.086 08/01/2024 2,131 Subtotal and Average 84,452,128.04 82,290,000.00 81,641,102.30 2.412 2.445 1,609 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a CUSIP Investment # Issuer Fund ALL - Portfolio Listings Investments by Fund September 30, 2018 Purchase Date Book Value Current Market Value Rate YTM YTM 360 365 Page 20 Total Investments and Average Run Date: 10/21/2018 - 21:23 515,463,236.57 511,218,268.25 500,998,192.79 2.139 2.169 1,315 Portfolio CPA AP Fl (PRF_FI) 7.1.1 Report Ver. 7.3.3a Attachment C Investment Policy Compliance As of September 30, 2018 Investment Policy Requirements Compliance Check 1 General Investment Guidelines: a) The max. stated final maturity of individual securities in the portfolio should be 10 years. b) A max. of 30 percent of the par value of the portfolio shall be invested in securities with maturities beyond 5 years. c) The City shall maintain a minimum of one month's cash needs in short term investments. d) At least $50 million shall be maintained in securities maturing in less than 2 years. Plus two managed pool accounts which provide instant liquidity: - Local Agency Investment Fund (LAIF) - maximum investment limit i $65 million - Fidelity Investments e) Should market value of the portfolio fall below 95 percent of the book value, report this fact within a reasonable time to the City Council and evaluate if there are risk of holding securities to maturity. d) Commitments to purchase securities newly introduced on the market shall be made no more than three (3) working days before pricing. f) Whenever possible, the City will obtain three or more quotations on the purchase or sale of comparable securities (excludes new issues, LAIF, City of Palo Alto bonds, money market accounts, and mutual funds). Full Compliance 28.70% Full Compliance $127.1 million $3 million $24.7 million 97.74% Full Compliance Full Compliance 2 U.S. Government Securities: a) There is no limit on purchase of these securities. b) Securities will not exceed 10 years maturity. Full Compliance 4.02% 3 U.S. Government Agency Securities: a) There is no limit on purchase of these securities except for: Callable and Multi -step-up securities provided that: - The potential call dates are known at the time of purchase; - the interest rates at which they "step-up" are known at the time of purchase; and - the entire face value of the security is redeemed at the call date. - No more than 25 percent of the par value of portfolio. b) Securities will not exceed 10 years maturity. Full Compliance Full Compliance Full Compliance Full Compliance 22.57% 4 Bonds of the State of California Local Government Agencies a) Having at time of investment a minimum Double A (AA/AA2) rating as provided by a nationally recognized rating service (e.g., Moody's and/or Standard and Poor's). b) May not exceed 20 percent of the par value of the portfolio. Full Compliance 15.76% 5 Certificates of Deposit: a) May not exceed 20 percent of the par value of the portfolio; b) No more than 10 percent of the par value of the portfolio in collateralized CDs in any institution. c) Purchase collateralized deposits only from federally insured large banks that are rated by a nationally recognized rating agency (e.g. Moody's, Standard & Poor's, etc.). d) For non -rated banks, deposit should be limited to amounts federally insured (FDIC) e) Rollovers are not permitted without specific instruction from authorized City staff. Full Compliance 6 Banker's Acceptance Notes: a) No more than 30 percent of the par value of the portfolio. b) Not to exceed 180 days maturity. c) No more than $5 million with any one institution. None Held Attachment C Investment Policy Compliance As of September 30, 2018 Investment Policy Requirements Compliance Check 7 Commercial Paper: a) No more than 15 percent of the par value of the portfolio. b) Having highest letter or numerical rating from a nationally recognized rating service. c) Not to exceed 270 days maturity. d) No more than $3 million or 10 percent of the outstanding commercial paper of any one institution, whichever is lesser. None Held 8 Short -Term Repurchase Agreement (REPO): a) Not to exceed 1 year. b) Market value of securities that underlay a repurchase agreement shall be valued at 102 percent or greater of the funds borrowed against those securities. None Held 9 Money Market Deposit Accounts a) Liquid bank accounts which seek to maintain a net asset value of $1.00. Full Compliance 10 Mutual Funds: a) No more than 20 percent of the par value of the portfolio. b) No more than 10 percent of the par value with any one institution. None Held 11 Negotiable Certificates of Deposit (NCD): a) No more than 10 percent of the par value of the portfolio. b) No more than $5 million in any one institution. Full Compliance 9.53% FDIC Insured 12 Medium -Term Corporate Notes: a) No more than 10 percent of the par value of the portfolio. b) Not to exceed 5 years maturity. c) Securities eligible for investment shall have a minimum rating of AA from a nationally recognized rating service. d) No more than $5 million of the par value may be invested in securities of any single issuer, other than the U.S. Government, its agencies and instrumentality. e) If securities owned by the City are downgraded by either rating agencies to a level below AA it shall be the City's policy to review the credit situation and make a determination as to whether to sell or retain such securities. Full Compliance 3.92% 13 Prohibited Investments: a) Reverse Repurchase Agreements b) Derivatives as defined in Appendix B of the Investment Policy Full Compliance None Held 14 All securities shall be delivered to the City's safekeeping custodian, and held in the name of the City, with the exception of : - Certificates of Deposit, Mutual Funds, and LAIF Full Compliance