HomeMy WebLinkAbout2021-02-22 City Council Agenda PacketCity Council
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Monday, February 22, 2021
Special Meeting
5:00 PM
Agenda posted according to PAMC Section 2.04.070. Supporting materials are available on
the City’s website on the Thursday 11 days preceding the meeting.
***BY VIRTUAL TELECONFERENCE ONLY***
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Pursuant to the provisions of California Governor’s Executive Order N-29-20,
issued on March 17, 2020, to prevent the spread of Covid-19, this meeting
will be held by virtual teleconference only, with no physical location. The
meeting will be broadcast on Cable TV Channel 26, live on YouTube at
https://www.youtube.com/c/cityofpaloalto, and Midpen Media Center at
https://midpenmedia.org. Members of the public who wish to participate by
computer or phone can find the instructions at the end of this agenda. To
ensure participation in a particular item, we suggest calling in or connecting
online 15 minutes before the item you wish to speak on.
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.
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 5:00-5:15 PM
1. Palo Alto Community Fund Presentation
REVISED
2February 22, 2021
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Closed Session 5: 15-6:15 PM
2. CONFERENCE WITH CITY ATTORNEY- EXISTING LITIGATION
Subject: Miriam Green v. City of Palo Alto
Santa Clara County Superior Court
Case No. 16CV300760 (One Case, as Defendant)
Authority: Government Code Section 54956.9(d)(1)
Study Session 6: 15-7:15 PM
3. Status Report on 2021 Sustainability and Climate Action Plan (S/CAP)
Development and Engagement
Agenda Changes, Additions and Deletions
Oral Communications 7: 15-7:30 PM
Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of
Oral Communications period to 30 minutes.
Minutes Approval 7: 30-7:35 PM
4. Approval of Action Minutes for the February 01, 2021 City Council
Meeting.
Consent Calendar 7: 35-7:40 PM
Items will be voted on in one motion unless removed from the calendar by three Council Members.
5. Approval of an Agreement With Utilities Management and Professional
Association of Palo Alto (UMPAPA) for Payments to Current and Former
Employees Totaling $1,860,900 to Comply the With Public Employees
Relations Board (PERB) Decision Number 2664-M; and Adoption of an
Agreement Extending the Memorandum of Agreement Between the
City and UMPAPA for One-year
6. Adoption of a Resolution Scheduling the City Council Summer Break
and Winter Closure for 2021
City Manager Comments 7:40-7:50 PM
Action Items
Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials,
Unfinished Business and Council Matters.
7. SECOND READING: Adoption of a Temporary Ordinance Amending
Title 18 (Zoning) of the Palo Alto Municipal Code to BroadenMemo
7:50-8:45 PM
Q & A
Memo
Presentation
Memo
Public
Comment
3February 22, 2021
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Permissible Uses and Raise Thresholds for Conditional Use Permits for
Some Land Uses Throughout the City. Environmental Review:
California Environmental Quality Act (CEQA) Exemption 15061(b)(3)
(FIRST READING: December 14, 2020 PASSED: 7-0) (Continued From
January 25, 2021)
8. Adoption of an Ordinance Changing the Name of Foothills Park to
Foothills Nature Preserve; and Adoption of an Emergency and Regular
Ordinance to add Annual Vehicle Entrance Fees and Adjust Attendance
Limits at Foothills Park
9:45-10:45 PM
9. Approval of License Plate Reader (LPR) Surveillance Use Policy and
Approval of Amendment Number 1 to Contract Number C18172676
With Duncan Solutions to add $140,000, for a new Not-to-Exceed
Amount of $767,000 for License Plate Recognition Implementation in
Parking Enforcement
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.
8:45-9:45 PMPresentation
Memo
Public
Comment
Public
Comment
Presentation
4 February 22, 2021
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Additional Information
Informational Report
City of Palo Alto Investment Activity Report for the Second Quarter, Fiscal
Year 2021
Notification of Sand Hill Road Development Agreement - Special Condition
Area B Expiration
Planning and Transportation Commission Chair's 2020 Report to Council
Schedule of Meetings
Schedule of Meetings
Public Letters to Council
February 15, 2021 Set 1 of 2
February 15, 2021 Set 2 of 2
February 22, 2021 Set 1 of 2
February 22, 2021 Set 2 of 2
5 February 22, 2021
MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA
PACKET ARE AVAILABLE FOR PUBLIC INSPECTION ON THE CITY’S WEBSITE.
Public Comment Instructions
Members of the Public may provide public comments to teleconference
meetings via email, teleconference, or by phone.
1. Written public comments may be submitted by email to
city.council@cityofpaloalto.org.
2. Spoken public comments using a computer will be accepted
through the teleconference meeting. To address the Council, click on
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City of Palo Alto (ID # 11631)
City Council Staff Report
Report Type: Study Session Meeting Date: 2/22/2021
City of Palo Alto Page 1
Council Priority: Climate/Sustainability and Climate Action Plan,
Transportation and Traffic
Summary Title: 2021 S/CAP Strategies
Title: Status Report on 2021 Sustainability and Climate Action Plan (S/CAP)
Development and Engagement
From: City Manager
Lead Department: Public Works
Recommendation
This is report is intended to support discussion and no action is requested.
Executive Summary
Consistent with Council’s adoption of “Climate Change – Protection and Adaptation” as one of
the four priorities for CY 2021, Staff is developing a 2021 Sustainability and Climate Action Plan
(S/CAP) to help the City meet its sustainability goals, including its goal of reducing greenhouse
gas (GHG) emissions 80 percent below 1990 levels by 2030 (the “80 x 30” goal). Council last
discussed the Major Goals and Key Actions related to greenhouse gas emissions reduction1 on
June 16, 2020. Amidst the backdrop of a global pandemic, an economic downturn, and other
challenging events, Council directed Staff to continue with its work on finding strategies to
achieve the 80 x 30 goal. Staff has devoted extensive analytical and research efforts to
estimating the GHG reduction potential of proposed strategies, estimated costs, and additional
sustainability co-benefits (such as improved local air quality or reduced cost of living). The
status of the 2021 S/CAP was detailed at the February 3, 2021 Utilities Advisory Commission
Meeting2.
The full analysis will soon be completed. Before that is ready to be presented to Council, Staff
will report on the status and seek Council feedback on the 2021 Sustainability and Climate
Action Plan (S/CAP). This study session will provide the Council and the public an opportunity to
review the current direction of the S/CAP work effort and key next steps.
1 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=59513.75&BlobID=77028
2 https://www.cityofpaloalto.org/civicax/filebank/documents/80035
CITY OF
PALO
ALTO
City of Palo Alto Page 2
Background
In April 2016, City Council adopted the ambitious goal of reducing GHG emissions to 80 percent
below 1990 levels by 20303 (the “80 x 30” goal) - 20 years ahead of the State of California 80 x
50 target. In November 2016 the Council adopted the S/CAP Framework4, which has served as
the road map for achieving Palo Alto’s sustainability goals. In December 2017, Council accepted
the 2018-2020 Sustainability Implementation Plan “Key Actions” as a summary of the City’s
work program5.
In early 2020, the City launched an S/CAP update to determine the goals and key actions
needed to meet its sustainability goals, including the 80 x 30 goal. Staff drafted Potential Goals
and Key Actions in seven areas - Energy, Mobility, Electric Vehicles, Water, Climate Adaptation
and Sea Level Rise, Natural Environment, and Zero Waste - as a starting point for discussion.
Since then, the City has solicited feedback from the community through a virtual on-demand
S/CAP Community Engagement Workshop (March 31 – April 14, 2020), the City of Palo Alto
Sustainability website6, and at the April 13, 2020 City Council Meeting7. Staff reviewed all
feedback received between January 22, 2020 and April 30, 2020 and incorporated it into
updated Proposed Goals and Key Actions that were presented to Council at the June 16, 2020
Council Meeting8. Also in June 2020, the Proposed Goals and Key Actions were discussed by the
Utility Advisory Commission9, the Planning and Transportation Commission10, and the Parks and
Recreation Commission11. From September to December 2020, Staff hosted a fall S/CAP
Webinar Series12 to provide information and engage the community on various topics of the
2021 S/CAP. At the February 3, 2021 Utilities Advisory Commission Meeting13, Staff provided an
update on the current direction of the 2021 S/CAP work effort and the detailed and actionable
results staff intends to deliver.
Discussion
For the City to continue progress towards its climate and sustainability goals and targets, an
update of the S/CAP is necessary to further study the highest impact actions to take. The 2016
S/CAP Framework provided direction and overall goals through 2020. The intent was to update
the S/CAP every five years and develop more granular five-year work plans and short-term
programs, rather than attempt to build a detailed 14-year work plan.
3 https://www.cityofpaloalto.org/news/displaynews.asp?NewsID=3534&TargetID=268
4 https://www.cityofpaloalto.org/civicax/filebank/documents/60858
5 https://www.cityofpaloalto.org/civicax/filebank/documents/63141
6 http://cityofpaloalto.org/climateaction
7 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=53475.02&BlobID=76048
8 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=59513.75&BlobID=77028
9 http://cityofpaloalto.org/civicax/filebank/documents/77112
10 https://www.cityofpaloalto.org/civicax/filebank/documents/77435
11 https://www.cityofpaloalto.org/civicax/filebank/documents/77463
12https://www.cityofpaloalto.org/services/sustainability/sustainability_and_climate_action_plan/community_enga
gement/default.asp
13 https://www.cityofpaloalto.org/civicax/filebank/documents/80035
City of Palo Alto Page 3
Although these are unprecedented times, with a global pandemic, an economic downturn, and
other challenging events, Council directed Staff to continue with its work on developing
strategies to achieve the ambitious 80 x 30 goal. Staff reviewed the goals and actions in the
2016 S/CAP Framework, the 2018-2020 Sustainability Implementation Plan, the 2018 Zero
Waste Plan, the 2030 Comprehensive Plan, the Urban Sustainability Directors Network
Greenhouse Gas Reduction High Impact Practices, and the Carbon Neutral Cities Alliance Game
Changers list to draft potential strategies, which were then refined based on community,
Council, and Commission feedback. Staff reviewed the Climate Action Plans of several other
Cities, but none of the strategies reviewed have the specificity, detail, or scope needed to meet
the 80 x 30 goal. Staff has devoted extensive analytical and research efforts to estimating the
GHG reduction potential of proposed strategies, estimated costs, and additional sustainability
co-benefits (such as improved local air quality or reduced cost of living). Staff, with technical
assistance from the City’s consultant, AECOM, has taken on this extensive analysis because the
standard tool that most cities use – the ICLEI ClearPath tool – does not allow for the inclusion of
the unique characteristics of Palo Alto (land use patterns, Electric Vehicle penetration, etc.) and
does not have GHG calculators for the detailed strategies proposed.
As the analysis is progressing, a clear story is developing. First, it’s clear that rapid action is
needed to hold global warming to 1.5°C (3.7°F), the average global temperature at which the
world begins to experience significant impacts from climate change. The world has already
experienced 1°C (2.5°F) of warming. To inform policy decisions, work is under way to identify
how Palo Alto’s goals align with global carbon reduction needs to achieve these global warming
goals. It is also clear that achieving the emissions reductions needed will be challenging both
logistically and financially. Still, early analysis is revealing that the scale of expenditure is such
that the community may be able to achieve the city’s goals through ambitious actions if there is
sufficient consensus to support significant community-wide investment. More work is needed
to produce cost estimates that are ready for public presentation, but the scale of spending, if
financed over decades, appears likely to be similar to current annual community expenditures
on energy. Staff is working to describe how such costs might be financed and distributed in a
way potentially acceptable to the community and will be looking to Council for direction on
these issues. Staff is also examining impacts to groups with less ability to reduce emissions due
to logistical or financial limitations, such as renters, multi-family building owners, small
businesses, and lower-income residents, to propose strategies that take these community
members’ needs into consideration.
In general, this has led to identification of a series of high-level principles to guide analysis and
the development of a proposed strategy:
•Assume extensive education and outreach will be needed in the community to build
awareness of the need for action, the urgency of action, and to communicate what
individuals can do to make a difference.
•Find ways to help early adopters take action. Programs must be comprehensive and
easy to participate in. A good customer experience (including in permitting and utility
City of Palo Alto Page 4
upgrade processes) is critical to create positive stories that will encourage others to
participate as well.
•Neighborhood-level action should be promoted and rewarded due to the positive cost
benefits, and because it is a way to demonstrate how to scale programs up.
•Demonstrate care for small businesses, renters, and low-income residents, finding ways
to make participation easier, minimizing impacts, and providing financial incentives
were needed.
•Seek ways to leverage outside funding to expand the City’s impact once momentum
builds.
•Partner with major employers to reduce emissions in ways that align with corporate
sustainability goals.
•Only when the community is ready should these efforts be fully scaled up using
mandates, carbon pricing, or other systemic tools that may require voter approval. But
the City should act with the intent of making the community ready as soon as possible,
preferably in the 2022 to 2024 time period.
•To give the community confidence, before going to scale, clear, documented strategies
are needed for staffing to handle large numbers of building projects, the utility physical
and financial adaptation needed, rate impacts and affordability, resiliency needs, and
other indirect impacts.
Staff is developing the following work products to enable Council policy discussion and
decisions:
•A 2019 GHG inventory and Business as Usual Forecast to show how much GHG
reduction will be achieved if we only implement policies and plans that Council has
already adopted and follow California-wide goals and regulations.
•A policy framework to identify the different ways emissions reductions might proceed
under different implementation plans, how those scenarios relate to the emissions
reductions needed to hold global warming to 1.5°C (3.7°F), and the costs associated with
achieving the goals in different ways, including the costs of inaction or delayed action.
•An assessment of the co-benefits of the various S/CAP strategies.
•A detailed assessment by sector of the building and vehicle transformations needed to
achieve the goals and the costs of those transformations. Also included are the potential
policy tools that could be used to achieve these transformations and the limitations of
the tools available to effect change in some sectors.
•A preliminary assessment of the various financing tools available for making the costs of
the S/CAP more manageable.
Timeline
The current estimated timeline for release of the S/CAP update is as follows:
•April 2021: Climate Change Work Plan and Earth Day Report Study Session with the
results of the 2019 greenhouse gas inventory and Business as Usual Forecast
•May 2021: Council study session on high-level results of technical analysis of the goals
and key actions needed to meet the 80 x 30 goal
City of Palo Alto Page 5
• April / May 2021: Public engagement begins on topics discussed with Council
• Spring 2021: Detailed results of technical analysis completed, including the costs and
efficacy of goals and key actions proposed to achieve the 80 x 30 goal. Hearings at
boards and commissions will take place along with public outreach events.
• Summer 2021: S/CAP presented to Council for acceptance
• By December 2021: California Environmental Quality Act (CEQA) evaluation completed
• By December 2021: S/CAP with CEQA Review presented to Council for approval
Stakeholder Engagement
Staff has pursued a 2021 S/CAP engagement plan which identifies relevant stakeholders,
proposed materials, and desired meeting milestones and outcomes. Key steps to date have
been a March 31 – April 14, 2020 Community Engagement Virtual Workshop; Council Study
Sessions on April 13, 2020 and June 16, 2020; a Utilities Advisory Commission Study Session on
May 20, 2020; June 2020 Study sessions with the Utilities Advisory Commission, Planning and
Transportation Commission, and Parks and Recreation Commission; and a Fall 2020 S/CAP
Webinar series to highlight various topics addressed in the 2021 S/CAP. Topics covered in the
Fall 2020 S/CAP Webinar series included: an overview of the Sustainability and Climate Action
Plan, Sea Level Rise, All-Electric Homes, Transportation, and the Natural Environment. The
webinar recordings, PowerPoint presentations, and questions and answers can be found on the
S/CAP Website14. The webinars were generally well received, with an average of 90 participants
at each webinar. Many participants responded to the webinar surveys. The following are some
examples of ideas supported by survey respondents:
• Further exploration of a carbon fund, carbon “savings account”, or vehicle miles
travelled (VMT) bank to reduce greenhouse gas emissions
• A ballot measure at some point in the future that raises funds from the community in
order to reduce greenhouse gas emissions
• Rebates for electric panel upgrade and electric conduit installation, and a special electric
rate for all-electric homes
• A special electricity rate for EVs that would help their decision to switch to an EV
• Participants indicated that working from home; better access, efficiency, and reliability
of public transit; closer proximity to amenities (e.g. grocery stores); and safer bike
routes would motivate them to drive less.
Policy Implications
The 2021 S/CAP aligns with the following Council Priority for CY 2021: “Climate Change –
Protection and Adaptation.” The 2021 S/CAP implements the policy objectives of the 2016
S/CAP goal to achieve 80% reductions to emissions by 2030 and the following Comprehensive
Plan Implementation Plan Goals:
• Land Use Element
14
https://www.cityofpaloalto.org/services/sustainability/sustainability_and_climate_action_plan/community_engag
ement/default.asp
City of Palo Alto Page 6
o Goal L-2: An enhanced sense of “community” with development designed to
foster public life, meet citywide needs and embrace the principles of
sustainability.
o Goal L-4: Inviting pedestrian scale centers that offer a variety of retail and
commercial services and provide focal points and community gathering places
for the city’s residential neighborhoods and employment districts.
• Transportation Element
o Goal T-1: Create a sustainable transportation system, complemented by a mix of
land uses, that emphasizes walking, bicycling, use of public transportation, and
other methods to reduce greenhouse gas emissions and the use of single
occupancy motor vehicles.
o Goal T-2: Decrease delay, congestion, and vehicle miles travelled with a priority
on our worst intersections and our peak commute times, including school traffic.
o Goal T-3: Maintain an efficient roadway network for all users.
o Goal T-5: Encourage attractive, convenient, efficient and innovative parking
solutions for all users.
o Goal T-6: Provide a safe environment for motorists, pedestrians, and bicyclists on
Palo Alto streets.
o Goal T-8: Influence the shape and implementation of regional transportation
policies and technologies to reduce traffic congestion and greenhouse gas
emissions.
• Natural Environment
o Goal N-2: A thriving urban forest that provides public health, ecological,
economic, and aesthetic benefits for Palo Alto.
o Goal N-4: Water resources and infrastructure that are managed to sustain plant
and animal life, support urban activities, and protect public health and safety.
o Goal N-7: A clean, efficient energy supply that makes use of cost-effective
renewable resources.
o Goal N-8: Actively support regional efforts to reduce our contribution to climate
change while adapting to the effects of climate change on land uses and city
services.
• Safety Element
o Goal S-3: An environment free of the damaging effects of human-caused threats
and hazardous materials.
Resource Impact
Funding has been appropriated as part of the FY 2021 Operating Budget in the Office of
Sustainability in the Public Works Department, and in the Office of Transportation in the City
Manager’s Office to develop the 2021 S/CAP with the assistance from AECOM Technical
Services, Inc.15. The contract with AECOM was approved on February 24, 2020 for Professional
15 https://www.cityofpaloalto.org/civicax/filebank/documents/75333
City of Palo Alto Page 7
Services Related to the Sustainability and Climate Action Plan Update and SB743
Implementation.
Environmental Review
This status update is not a project under Section 21065 for purposes of the California
Environmental Quality Act (CEQA). The final 2021 S/CAP will be evaluated consistent with CEQA
prior to approval by the City.
CITY OF PALO ALTO OFFICE OF THE CITY CLERK
February 22, 2021
The Honorable City Council
Attention: Finance Committee
Palo Alto, California
Approval of Action Minutes for the February 01, 2021 City Council
Meeting.
Staff is requesting Council review and approve the attached Action Minutes.
ATTACHMENTS:
• Attachment A: 02-01-21 DRAFT Action Minutes (PDF)
Department Head: Beth Minor, City Clerk
Page 2
CITY OF PALO ALTO CITY COUNCIL
DRAFT ACTION MINUTES
Page 1 of 8
Special Meeting
February 01, 2021
The City Council of the City of Palo Alto met on this date in virtual
teleconference at 5:03 P.M.
Participating Remotely: Burt, Cormack, DuBois, Filseth, Kou, Stone, Tanaka
Absent:
Agenda Changes, Additions and Deletions
NONE
Minutes Approval
1. Approval of Action Minutes for the January 19, 2021 City Council
Meeting.
MOTION: Council Member Cormack moved, seconded by Mayor DuBois to
approve the Action Minutes for the January 19, 2021 City Council Meeting.
MOTION PASSED: 7-0
Consent Calendar
MOTION: Council Member Cormack moved, seconded by Vice Mayor Burt,
third by Council Member XX, fourth by Council Member XX to pull Agenda Item
Number 3 to be heard on a date uncertain.
MOTION FAILED DUE TO THE LACK OF A THIRD AND FOURTH
Council Member Cormack registered a no vote on Agenda Item Number 3.
MOTION: Mayor DuBois moved, seconded by Council Member Cormack to
approve Agenda Item Numbers 2-3.
2. Finance Committee Recommends the City Council Approve the 2025
Base Resource Power Supply Contract for the Central Valley Project With
the Western Area Power Administration to Preserve the City's Options
to Maintain, Reduce, or Terminate the City's Allocation Until June 30,
2024.
DRAFT ACTION MINUTES
Page 2 of 8
Sp. City Council Meeting
Draft Action Minutes: 02/01/2021
3. Ordinance 5514 Entitled, “Ordinance of the Council of the City of Palo
Alto Amending the Municipal Fee Schedule to add Vehicle Entrance Fees
for Foothills Park, and Amending the Palo Alto Municipal Code (PAMC)
Section 22.04.150(k) to Adjust Attendance Limits at Foothills Park”
(FIRST READING: January 19, 2021 PASSED: 6-1 Cormack no);
Adoption of Emergency Ordinance 5515 Entitled, “Ordinance of the
Council of the City of Palo Alto Amending the Municipal Fee Schedule to
add Vehicle Entrance Fees for Foothills Park, and Amending PAMC
Section 22.04.150(k) to Adjust Attendance Limits at Foothills Park”; and
Adoption of Resolution 9940 Entitled, “Resolution of the Council of the
City of Palo Alto Adding a Penalty for Nonpayment of Foothills Park Entry
Fee to the Administrative Penalty Schedule.”
MOTION PASSED FOR AGENDA ITEM 2: 7-0
MOTION PASSED FOR AGENDA ITEM 3: 6-1 Cormack no
Action Items
4. Approval of: 1) Construction Contract Number C21178123B With
Swinerton Builders in the Amount of $83,953,000; 2) Authorization for
the City Manager to Negotiate and Execute Related Change Orders With
Swinerton Builders for a Not-to-Exceed Amount of $8,395,300 for a
Total Not-to-Exceed Contract Amount of $92,348,300; 3) Amendment
Number 4 to Contract C16163034 With Nova Partners, Inc. in the
Amount of $3,071,978 for Construction Management Services; 4)
Amendment Number 1 to Contract C17165953 With
RossDrulisCusenbery Architecture, Inc. in the Amount of $1,746,206;
5) Waterproofing Inspection Services Contract Number C2118074 With
Consolidated Engineering Laboratories in the Amount of $106,317; 6)
Authorization to Execute a Short-term Lease for a Portion of the
Courthouse Parking lot From the County of Santa Clara; 7) Authorization
to Negotiate and Execute a Month-to-Month Lease of Parking Stalls From
Caltrain; and 8) Approve the Surveillance Policy and use of a
Construction Video Camera for the Public Safety Building Project (PE-
15001).
5. Resolution 9941 Entitled, “Resolution of the Council of the City of Palo
Alto Authorizing the Delivery and Sale of Certificates of Participation
(COPs) in a Principal Amount Not-to-Exceed $120 Million to Finance the
Construction of the Public Safety Building; Declaring the Intention to
Reimburse Expenditures Related to the Public Safety Building From
Proceeds of the COPs; Approving, Authorizing, and Directing the
Execution of Certain Lease Financing Documents; Approving a
DRAFT ACTION MINUTES
Page 3 of 8
Sp. City Council Meeting
Draft Action Minutes: 02/01/2021
Preliminary Official Statement; and Authorizing and Directing Certain
Related Actions.”
Mayor DuBois advised that Agenda Item Numbers 4 and 5 would be heard
together.
Council took a break at 8:14 P.M. and returned at 8:24 P.M.
MOTION: Mayor DuBois moved, seconded by Council Member Cormack to:
A. Approve and authorize the City Manager or his designee to execute the
attached Construction Contract C21178123B with Swinerton Builders in
an amount not to exceed $83,953,000;
B. Authorize the City Manager or his designee to negotiate and execute
one or more change orders to the contract with Swinerton Builders for
related, additional but unforeseen work which may develop during the
project, the total value of which shall not exceed $8,395,300;
C. Approve and authorize the City Manager or his designee to execute
Amendment Number 4 to Contract C16163034 with Nova Partners, Inc.
to add construction management services for the new Public Safety
Building to the scope of services and increase compensation by
$3,071,978 for a total contract amount of $8,880,906;
D. Approve and authorize the City Manager or his designee to execute
Amendment Number 1 to Contract C17165953 with RossDrulis
Cusenbery Architecture, Inc. to increase compensation by $1,746,206
for a total contract amount of $8,754,198;
E. Approve and authorize the City Manager or his designee to execute
Contract C21180741 with Consolidated Engineering Laboratories for
waterproofing inspection services in an amount not to exceed $106,317;
F. Authorize the City Manager or his designee to execute a short-term
lease for a portion of the Courthouse parking lot from the County of
Santa Clara;
G. Authorize the City Manager or his designee to negotiate and execute a
month-to-month lease agreement for up to 44 parking stalls at the
California Avenue Caltrain Station parking lot; and
H. Approve the surveillance policy and use of a construction video camera
for the Public Safety Building project, which will be used to visually
record and share progress on the construction with Staff and residents
and create a time-lapse video at the end of the project;
DRAFT ACTION MINUTES
Page 4 of 8
Sp. City Council Meeting
Draft Action Minutes: 02/01/2021
I. Adopt a Resolution Approving, Authorizing, and Directing Execution of
Certain Lease Financing Documents, Approving a Preliminary Official
Statement, Declaring the Intention to Reimburse Expenditures, and
Authorizing and Directing Certain Actions with Respect Thereto; and
J. Authorize execution and delivery of one series of Certificates of
Participation (COPs) in an amount not to exceed $120 million to finance
the Public Safety Building construction.
SUBSTITUTE MOTION: Council Member Tanaka moved, seconded by Vice
Mayor Burt to delay decision on the Public Safety Building until there is a
chance to review all Capital Improvement Projects.
SUBSTITUTE MOTION FAILED: 3-4 Cormack, DuBois, Filseth, Kou no
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER, “Direct Staff to examine the fixtures, furniture,
and equipment (FFE) budget and remove all that are not necessary at time of
completion.” (New Part J)
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to remove from the Motion, Part H, “Approve the
surveillance policy and use of a construction video camera for the Public Safety
Building project, which will be used to visually record and share progress on
the construction with Staff and residents and create a time-lapse video at the
end of the project.”
MOTION AS AMENDED: Mayor DuBois moved, seconded by Council Member
Cormack to:
A. Approve and authorize the City Manager or his designee to execute the
attached Construction Contract C21178123B with Swinerton Builders in
an amount not to exceed $83,953,000;
B. Authorize the City Manager or his designee to negotiate and execute
one or more change orders to the contract with Swinerton Builders for
related, additional but unforeseen work which may develop during the
project, the total value of which shall not exceed $8,395,300;
C. Approve and authorize the City Manager or his designee to execute
Amendment Number 4 to Contract C16163034 with Nova Partners, Inc.
to add construction management services for the new Public Safety
Building to the scope of services and increase compensation by
$3,071,978 for a total contract amount of $8,880,906;
DRAFT ACTION MINUTES
Page 5 of 8
Sp. City Council Meeting
Draft Action Minutes: 02/01/2021
D. Approve and authorize the City Manager or his designee to execute
Amendment Number 1 to Contract C17165953 with RossDrulis
Cusenbery Architecture, Inc. to increase compensation by $1,746,206
for a total contract amount of $8,754,198;
E. Approve and authorize the City Manager or his designee to execute
Contract C21180741 with Consolidated Engineering Laboratories for
waterproofing inspection services in an amount not to exceed $106,317;
F. Authorize the City Manager or his designee to execute a short-term
lease for a portion of the Courthouse parking lot from the County of
Santa Clara;
G. Authorize the City Manager or his designee to negotiate and execute a
month-to-month lease agreement for up to 44 parking stalls at the
California Avenue Caltrain Station parking lot;
H. Adopt a Resolution Approving, Authorizing, and Directing Execution of
Certain Lease Financing Documents, Approving a Preliminary Official
Statement, Declaring the Intention to Reimburse Expenditures, and
Authorizing and Directing Certain Actions with Respect Thereto;
I. Authorize execution and delivery of one series of Certificates of
Participation (COPs) in an amount not to exceed $120 million to finance
the Public Safety Building construction; and
J. Direct Staff to examine the fixtures, furniture, and equipment (FFE)
budget and remove all that are not necessary at time of completion.
MOTION AS AMENDED PASSED: 5-2 Burt, Tanaka no
The meeting was temporarily adjourned at 9:57 P.M. and reconvened at
10:05 P.M.
6. Approval of Contract Number C20175026 With JC Decaux San Francisco,
LLC in the Amount of $1,053,924 for a Five-year Term to Provide the
Rental and Servicing of two Automatic Public Toilets; Approval of a Fiscal
Year 2021 Budget Amendment in the General Fund; and Approval to
Remove the Automatic Public Toilet Located at Hamilton Ave and
Waverley Street (Continued From November 16, 2020).
MOTION: Mayor DuBois moved, seconded by Council Member Kou to:
A. Approve and authorize the City Manager or his designee to execute
contract C20175026 with JCDecaux San Francisco, LLC (“JCDecaux”) for
an amount not to exceed $1,053,924 for the continued rental of two
DRAFT ACTION MINUTES
Page 6 of 8
Sp. City Council Meeting
Draft Action Minutes: 02/01/2021
Automatic Public Toilets (APT) for five years, with two options to extend
the term for five (5) additional years each, by mutual agreement of the
parties, to be exercised by future contract amendment(s) that would be
brought back to Council for approval;
B. Amend the Fiscal Year 2021 Budget Appropriation for the General Fund
by 2/3 Council approval by:
i. Increasing the Public Works Department, Public Services Division
operating budget by $100,608;
ii. Decreasing the budget stabilization reserve by $100,608;
C. Discuss directing Staff to initiate the process to remove the Automatic
Public Toilet located at Hamilton Avenue and Waverley Street as soon
as practical. The removal of this APT would save approximately
$105,000 per year and is planned for removal if the proposed parking
garage for this location is approved; and
D. Direct Staff to evaluate alternatives before this contract expires.
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER, “Direct Staff to evaluate options to remove the
penalty for a shorter-term contract.” (New Part E)
MOTION AS AMENDED: Mayor Dubois moved, seconded by Council Member
Kou to:
A. Approve and authorize the City Manager or his designee to execute
contract C20175026 with JCDecaux San Francisco, LLC (“JCDecaux”) for
an amount not to exceed $1,053,924 for the continued rental of two
Automatic Public Toilets (APT) for five years, with two options to extend
the term for five (5) additional years each, by mutual agreement of the
parties, to be exercised by future contract amendment(s) that would be
brought back to Council for approval;
B. Amend the Fiscal Year 2021 Budget Appropriation for the General Fund
by 2/3 Council approval by:
i. Increasing the Public Works Department, Public Services Division
operating budget by $100,608;
ii. Decreasing the budget stabilization reserve by $100,608;
C. Discuss directing Staff to initiate the process to remove the Automatic
Public Toilet located at Hamilton Avenue and Waverley Street as soon
DRAFT ACTION MINUTES
Page 7 of 8
Sp. City Council Meeting
Draft Action Minutes: 02/01/2021
as practical. The removal of this APT would save approximately
$105,000 per year and is planned for removal if the proposed parking
garage for this location is approved;
D. Direct Staff to evaluate alternatives before this contract expires; and
E. Direct Staff to evaluate options to remove the penalty for a shorter-term
contract.
MOTION AS AMENDED PASSED: 6-1 Tanaka no
7. Formation of Working Group and Council Subcommittee for the 2023-
2031 Housing Element Update Process. (Continued From January 19,
2021).
MOTION: Mayor DuBois moved, seconded by Council Member Kou to:
A. Establish and provide direction to Staff regarding recruitment of a
Working Group to assist with the development of the 2023-2031
Housing Element Update with the addition of two more neighborhood
association representatives, a Parent Teacher Association
representative, a PAUSD Board Member, and a senior organization;
B. Direct Staff to solicit recommendations from City Council Members; and
C. Form an ad-hoc committee.
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to add to the Motion, Part A, “…an additional
Stanford Research Park representative”.
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to add to the Motion, Part A, “…and an
environmental representative”.
MOTION AS AMENDED: Mayor DuBois moved, seconded by Council Member
Kou to:
A. Establish and provide direction to Staff regarding recruitment of a
Working Group to assist with the development of the 2023-2031
Housing Element Update with the addition of two more neighborhood
association representatives, a Parent Teacher Association
representative, a PAUSD Board Member, a senior organization, an
additional Stanford Research Park representative, and an environmental
representative;
DRAFT ACTION MINUTES
Page 8 of 8
Sp. City Council Meeting
Draft Action Minutes: 02/01/2021
B. Direct Staff to solicit recommendations from City Council Members; and
C. Form an ad-hoc committee.
MOTION AS AMENDED PASSED: 7-0
Council took a break at 11:25 P.M. and returned at 11:32 P.M.
8. Colleagues’ Memo Proposing Adoption of Resolution 9942 Entitled,
"Resolution of the Council of the City of Palo Alto Expressing Support for
Actions to Further Strengthen Local Democracy, Authority, and Control
as Related to Local Zoning and Housing Issues".
MOTION: Council Member Kou moved, seconded by Council Member Stone
to Adopt a Resolution "Expressing Support for Actions to Further Strengthen
Local Democracy, Authority, and Control as Related to Local Zoning and
Housing Issues".
MOTION PASSED: 6-1 Cormack no
Adjournment: The meeting was adjourned at 11:51 P.M.
TO: HONORABLE COUNCIL MEMBERS
FROM: BETH MINOR, CITY CLERK
DATE: CITY COUNCIL MEETING FEBRUARY 22, 2021
SUBJECT: AGENDA ITEM NUMBER 4 - Approval of Action Minutes for the February 01,
2021 City Council Meeting.
Attached are updated minutes reflecting the following correction: The correction was implied in
the motion to remove the surveillance policy and the associated $25,000 Add-Alternate
construction webcam. The City Council decided to remove it from the contract award. The
amount correction is shown in the blue text with the incorrect amount crossed out in red.
4. Approval of: 1) Construction Contract Number C21178123B With Swinerton Builders in
the Amount of $83,953,000; 2) Authorization for the City Manager to Negotiate and
Execute Related Change Orders With Swinerton Builders for a Not-to-Exceed Amount of
$8,395,300 for a Total Not-to-Exceed Contract Amount of $92,348,300; 3) Amendment
Number 4 to Contract C16163034 With Nova Partners, Inc. in the Amount of $3,071,978
for Construction Management Services; 4) Amendment Number 1 to Contract
C17165953 With RossDrulisCusenbery Architecture, Inc. in the Amount of $1,746,206; 5)
Waterproofing Inspection Services Contract Number C2118074 With Consolidated
Engineering Laboratories in the Amount of $106,317; 6) Authorization to Execute a
Short-term Lease for a Portion of the Courthouse Parking lot From the County of Santa
Clara; 7) Authorization to Negotiate and Execute a Month-to-Month Lease of Parking
Stalls From Caltrain; and 8) Approve the Surveillance Policy and use of a Construction
Video Camera for the Public Safety Building Project (PE-15001).
5. Resolution 9941 Entitled, “Resolution of the Council of the City of Palo Alto Authorizing
the Delivery and Sale of Certificates of Participation (COPs) in a Principal Amount Not-to-
Exceed $120 Million to Finance the Construction of the Public Safety Building; Declaring
the Intention to Reimburse Expenditures Related to the Public Safety Building From
Proceeds of the COPs; Approving, Authorizing, and Directing the Execution of Certain
4
2 of 4
Lease Financing Documents; Approving a Preliminary Official Statement; and
Authorizing and Directing Certain Related Actions.”
MOTION: Mayor DuBois moved, seconded by Council Member Cormack to:
A. Approve and authorize the City Manager or his designee to execute the attached
Construction Contract C21178123B with Swinerton Builders in an amount not to exceed
$83,953,000;
B. Authorize the City Manager or his designee to negotiate and execute one or more
change orders to the contract with Swinerton Builders for related, additional but
unforeseen work which may develop during the project, the total value of which shall
not exceed $8,395,300;
C. Approve and authorize the City Manager or his designee to execute Amendment
Number 4 to Contract C16163034 with Nova Partners, Inc. to add construction
management services for the new Public Safety Building to the scope of services and
increase compensation by $3,071,978 for a total contract amount of $8,880,906;
D. Approve and authorize the City Manager or his designee to execute Amendment
Number 1 to Contract C17165953 with RossDrulis Cusenbery Architecture, Inc. to
increase compensation by $1,746,206 for a total contract amount of $8,754,198;
E. Approve and authorize the City Manager or his designee to execute Contract C21180741
with Consolidated Engineering Laboratories for waterproofing inspection services in an
amount not to exceed $106,317;
F. Authorize the City Manager or his designee to execute a short-term lease for a portion
of the Courthouse parking lot from the County of Santa Clara;
G. Authorize the City Manager or his designee to negotiate and execute a month-to-month
lease agreement for up to 44 parking stalls at the California Avenue Caltrain Station
parking lot; and
H. Approve the surveillance policy and use of a construction video camera for the Public
Safety Building project, which will be used to visually record and share progress on the
construction with Staff and residents and create a time-lapse video at the end of the
project;
I. Adopt a Resolution Approving, Authorizing, and Directing Execution of Certain Lease
Financing Documents, Approving a Preliminary Official Statement, Declaring the
3 of 4
Intention to Reimburse Expenditures, and Authorizing and Directing Certain Actions with
Respect Thereto; and
J. Authorize execution and delivery of one series of Certificates of Participation (COPs) in
an amount not to exceed $120 million to finance the Public Safety Building construction.
SUBSTITUTE MOTION: Council Member Tanaka moved, seconded by Vice Mayor Burt to delay
decision on the Public Safety Building until there is a chance to review all Capital Improvement
Projects.
SUBSTITUTE MOTION FAILED: 3-4 Cormack, DuBois, Filseth, Kou no
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER,
“Direct Staff to examine the fixtures, furniture, and equipment (FFE) budget and remove all that
are not necessary at time of completion.” (New Part J)
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to
remove from the Motion, Part H, “Approve the surveillance policy and use of a construction
video camera for the Public Safety Building project, which will be used to visually record and
share progress on the construction with Staff and residents and create a time-lapse video at the
end of the project.”
MOTION AS AMENDED: Mayor DuBois moved, seconded by Council Member Cormack to:
A. Approve and authorize the City Manager or his designee to execute the attached
Construction Contract C21178123B with Swinerton Builders in an amount not to exceed
$83,953,000 $83,928,000;
B. Authorize the City Manager or his designee to negotiate and execute one or more
change orders to the contract with Swinerton Builders for related, additional but
unforeseen work which may develop during the project, the total value of which shall
not exceed $8,395,300 $8,392,800;
C. Approve and authorize the City Manager or his designee to execute Amendment
Number 4 to Contract C16163034 with Nova Partners, Inc. to add construction
management services for the new Public Safety Building to the scope of services and
increase compensation by $3,071,978 for a total contract amount of $8,880,906;
D. Approve and authorize the City Manager or his designee to execute Amendment
Number 1 to Contract C17165953 with RossDrulis Cusenbery Architecture, Inc. to
increase compensation by $1,746,206 for a total contract amount of $8,754,198;
4 of 4
E. Approve and authorize the City Manager or his designee to execute Contract C21180741
with Consolidated Engineering Laboratories for waterproofing inspection services in an
amount not to exceed $106,317;
F. Authorize the City Manager or his designee to execute a short-term lease for a portion
of the Courthouse parking lot from the County of Santa Clara;
G. Authorize the City Manager or his designee to negotiate and execute a month-to-month
lease agreement for up to 44 parking stalls at the California Avenue Caltrain Station
parking lot;
H. Adopt a Resolution Approving, Authorizing, and Directing Execution of Certain Lease
Financing Documents, Approving a Preliminary Official Statement, Declaring the
Intention to Reimburse Expenditures, and Authorizing and Directing Certain Actions with
Respect Thereto;
I. Authorize execution and delivery of one series of Certificates of Participation (COPs) in
an amount not to exceed $120 million to finance the Public Safety Building construction;
and
J. Direct Staff to examine the fixtures, furniture, and equipment (FFE) budget and remove
all that are not necessary at time of completion.
MOTION AS AMENDED PASSED: 5-2 Burt, Tanaka no
_________________________
Beth Minor
City Clerk
Beth D. Minor
City of Palo Alto (ID # 11929)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 2/22/2021
City of Palo Alto Page 1
Summary Title: Compliance with PERB order in Decision No. 2664 -M and
Adoption of Extension Agreement with UMPAPA
Title: Approval of Agreement With Utilities Management and Professional
Association of Palo Alto (UMPAPA) for Payments to Current and Former
Employees Totaling $1,860,900 to Comply With PERB Decision Number 2664 -
M; Adoption of Agreement Extending the Memorandum of Agreement
Between the City and UMPAPA for one Year
From: City Manager
Lead Department: Human Resources
Recommendation
Staff recommends that:
(1) Council approve the UMPAPA Implementation Agreement (Attachment E) authorizing
one-time non-pensionable payments to current and former employees totaling
$1,860,900 to comply with the Public Employee Relations Board’s (PERB) order in
Decision No. 2664-M.
(2) Council adopt a side letter of agreement (Attachment F) negotiated between the City of
Palo Alto and Utilities Management and Professional Association of Palo Alto (UMPAPA)
which extends the previous contract, that ended June 30, 2020, for a period of 12
months. The new agreement would expire on June 30, 2021.
Background
As a California municipality, the City of Palo Alto is required under state law to meet and confer
in good faith with its recognized labor organizations to reach agreements rega rding wages,
hours and other terms and conditions of employment. This requirement is stipulated under the
Meyers Milias Brown Act (MMBA) and is enforced at a statewide level by an administrative and
quasi-judicial agency, the Public Employee Relations Board (PERB).
The Utilities Management and Professional Association of Palo Alto (UMPAPA) represents
Utilities Supervisors, Managers, and Assistant Directors as well as management level
professional and technical employees within the City’s five different utilities. In total 48
positions are represented by this association.
City of Palo Alto Page 2
UMPAPA petitioned to be recognized as an association in November of 2009. The City initially
opposed UMPAPA’s petition to be recognized as a bargaining representative, on the grounds
that Utilities managers had a community of interest with the Management and Professional
employees. The issue was referred to an administrative law judge, who issued a decision in
April 2012 requiring the City to recognize UMPAPA. Thereafter, UMPAPA and the C ity entered
into negotiations for an initial memorandum of agreement. In April of 2016 negotiators for the
parties believed they had reached agreement and were both planning to move towards
adoption or ratification of a conceptual deal with their decision makers. This conceptual
agreement, which was never formally adopted, is the central issue in the PERB Decision No.
2664-M (Attachment B) and the Implementation Agreement (Attachment E).
The parties did not agree on why the 2016 conceptual agreement was never fully adopted or
voted on. This disagreement led to UMPAPA filing an unfair labor practice charge with PERB
alleging that the City had violated its obligation to bargain in good faith under the MMBA. PERB
ruling related to this case is attached as attachment B. In addition, compliance letters from
PERB further explaining their decision and how to implement it are attached as attachments C
and D. Recommendation (1) before Council is to approve an implementation agreement
between the City and UMPAPA that will comply with PERB’s order and fully and finally resolve
this matter.
Concurrent with administrative proceedings over the 2016 negotiations, the City has been
meeting its obligation to meet and confer with UMPAPA over the terms and conditions of a
new Memorandum of Agreement (MOA). UMPAPA’s MOA expired on June 30, 2020 and the
parties had been in negotiations since February of 2020 over a new agreement. The Parties
reached tentative agreement on a 1-year extension of the MOA in December of 2020, which is
being brought to Council for adoption as recommendation (2) in this report.
Discussion
Public Employee Relations Board’s Decision
The history of actions by PERB are outlined at length in the executive summary attached to this
report (Attachment A). The action before Council is to adopt a settlement agreement which
provides a one-time payment to current and former employees in alignment with the financial
proposal the City made to UMPAPA in April of 2016. This action is taken to comply with the
PERB board ruling.
The City has exhausted reasonable avenues for advocacy regarding the 2016 negotiations. An
agreement that implements PERB’s orders and fully and finally resolves the issue is now
required and, is in the City’s best interest. The City’s negotiators have met with UMPAPA and
negotiated mutually agreed upon terms that implement PERB’s orders. This action is limited to
a one-time settlement and will not necessitate changes to the FY21 budget or FY22 utility rates.
Side letter Agreement Extension
City of Palo Alto Page 3
Concurrent to ongoing discussion with UMPAPA and PERB regarding the dispute over the 2016
negotiations, regular contract negotiations with UMPAPA began in February of 2020. As
negotiations began, the City and the nation were severely impacted by the COVID-19 global
pandemic. The City Council took urgent and immediate actions to address the anticipated
revenue declines that resulted from the global pandemic. The FY21 budget sought to reduce
expenditures by $90M across all its various funds. An integral part of the City’s multi-tiered
strategy to combat these unexpected and unprecedented revenue declines was to control or
reduce labor costs wherever possible. This was achieved through position eliminations, a hiring
freeze, and concessions from labor groups. The City’s public safety groups took wage freezes
and position eliminations, while unrepresented management within the City took furloughs and
wage freezes. These agreements allowed the City to manage the budget shortfall while being
able to maintain many critical services and positions.
Negotiators for UMPAPA and the City reached agreement on a side letter extending the current
term of the MOA for one year (Attachment F). This side letter of agreement is consistent with
the City’s continued efforts to manage the budget and demonstrates the parties’ mutual
interests in the long-term health and sustainability of the City’s utilities. This agreement
implements a wage and merit freeze for UMPAPA covered classifications consistent with t he
City’s overall labor strategy.
The term of the new agreement will be in effect until June 30, 2021 (1-year from expiration of
the previous agreement). The parties plan to begin discussions again in March of 2021 in
alignment with the City’s FY22 budget development to review additional areas of mutual
interest. Council will be providing guidance to staff in closed sessions throughout the budget
process to inform and direct negotiations with labor groups.
Policy Implications
This contract is consistent with the City’s Guiding Labor Principles adopted by Council.
Resource Impact
The adoption of these recommendations will have the following fiscal impacts:
(1) The total of all one-time individual payments negotiated in the implementation
agreement are $1,860,900. This action will not have an impact on the FY21 or FY22
budget. This one-time allocation of funds will be drawn entirely from salary savings
from within the various enterprise funds where each employee is funded.
(2) The side letter of agreement extending UMPAPA’s contract will result in a FY21 savings
to the City of $400,000 as the adopted FY21 budget assumed a general wage increase
and merit-based increases.
In total these actions will have a one-time cost of $1,460,900 on the enterprise funds in FY21,
which will be fully absorbed by vacancy savings within each fund. There will be no draw down
of fund balances.
City of Palo Alto Page 4
Environmental Review
Council adoption of MOA affecting the wages, hours and working conditions of City employees
is not a project under the California Environmental Quality Act (CEQA).
Attachments:
• Attachment A: Executive Summary- PERB UMPAPA
• Attachment B: 2019-08-21 (2795-029) PERB Decision
• Attachment C: 2020-01-21 PERB PA UMPAPA Compliance
• Attachment D: 2020-11-03 PERB PA UMPAPA Compliance
• Attachment E: 2020-12-16 UMPAPA Implementation Agreement
• Attachment F: UMPAPA Letter of Agreement FY20-21 Extension
• Attachment G: Implementation Agreement Exhibit
Executive Summary for Council- UMPAPA PERB Case- February 2021
On August 22, 2016, UMPAPA filed an unfair labor practice charge with PERB alleging, in part,
that the City had violated the MMBA by failing to bargain in good faith to reach an initial MOA.
On July 27, 2018, an Administrative Law Judge (ALJ) issued a p roposed decision, this is the first
decision in the unfair labor practice process and can be appealed by either party. The ALJ found
that the City had breached its duty to bargain in good faith under the MMBA by making a
proposal which the City did not have authority from Council to make and by making a proposal
which the ALJ referred to as “knowingly harmful to the bargaining process.” This “knowingly
harmful” proposal was in reference to the At-Will status of employees within UMPAPA’s
bargaining unit. The ALJ’s decision required the City to return to the bargaining table and to
meet and confer in good faith with UMPAPA. The City did not file an appeal of the ALJ’s
proposed decision as the City and UMPAPA had already resumed meeting and conferring over
an MOA.
UMPAPA did file an appeal to the ALJ’s decision. UMPAPA’s appeal took issue not to the ALJ’s
finding, but to the remedy proposed. UMPAPA requested that the full PERB Board clarify that in
order to bargain in good faith, the City must return to a prev ious position in bargaining. This
would mean placing on the bargaining table a wage increase proposal from April of 2016, or the
last proposal made prior to the bad faith act. UMPAPA also sought legal fees in their appeal to
the PERB board.
In December of 2018, the ongoing negotiations with UMPAPA resulted in the parties reaching
their first MOA. During the eight years of contract negotiations, UMPAPA did not receive
general cost of livings increases and market-based adjustments which similarly situated
unrepresented management and professional employees received. Over this eight-year period
unrepresented management and professional employees received general cost of living
increases which exceeded a cumulative value of 12.5%. While the agreemen t with UMPAPA
provided increases to bring them back into alignment with the organization, the agreement did
not provide for any retroactive pay for lost wages from 2010-2018.
On August 21, 2019, the full PERB board issued their final decision (Decision No. 2664-M).
PERB’s final decision directed the City to return to a point in time prior to the bad faith acts.
PERB ordered the City to place its April 2016 proposal back on the table for consideration by
UMPAPA and then to bargain in good faith over the implementation of the proposal if
accepted.
Since PERB’s final order on August 21, 2019, the parties have attempted several rounds of
negotiations and submitted various compliance statements to PERB, with the City seeking to
narrow the application of the order. After several failed attempts at finding resolution and
needing additional direction from PERB, the parties received a final compliance letter on
November 3, 2020 which most clearly and concisely outlined the requirements for compliance.
In its November 2020 letter, PERB directed a full restoration of the April 2016 proposal, but did
limit the City’s liability to only the time period where no contract was in place . This limited the
proposal’s effective dates to April 2016 through December o f 2018, when the first agreement
was reached, effectively directing a one-time payment to account for the time between when
agreement would have been reached and when agreement was actually achieved. The Parties
have subsequently met and conferred and come to a mutual understanding of the
implementation of PERB’s Order in Decision No. 2664-M. The Parties agreed that compliance
will be completed through a one-time non-pensionable payment to current and former City
employees who were in the UMPAPA bargaining unit during the relevant time period and are
subject to PERB’s Order.
Compliance with PERB’s Order will have no impact on the current/existing salary schedule for
UMPAPA represented classification and will not result in changes or modifications to any
previously adopted or agreed upon MOA for UMPAPA represented classification. There will be
no structural budget impact of this settlement as all payments are made on a one-time basis.
STATE OF CALIFORNIA
DECISION OF THE
PUBLIC EMPLOYMENT RELATIONS BOARD
UTILITIES MANAGEMENT & PROFESSIONAL
ASSOCIATION OF PALO ALTO,
Charging Party,
v.
CITY OF PALO ALTO,
Respondent.
Case No. SF -CE -1413-M
PERB Decision No. 2664-M
August 21, 2019
Appearances: Davis & Reno by Alan C. Davis and Sylvia C. Courtney, Attorneys, for Utilities
Management & Professional Association of Palo Alto; Sloan Sakai Yeung & Wong by Charles
D. Sakai and Sherry Lin, Attorneys, for City of Palo Alto.
Before Banks, Krantz, and Paulson, Members.
DECISION
KRANTZ, Member: This case is before the Public Employment Relations Board
(PERB or Board) on exceptions by Utilities Management & Professional Association of Palo
Alto (UMPAPA) to the attached proposed decision issued by an administrative law judge
(ALJ). The ALJ found that the City of Palo Alto (City) violated the Meyers-Milias-Brown Act
(MMBA) I and PERB Regulations2 by failing to provide relevant and necessary information
and otherwise engaging in bad faith bargaining. UMPAPA, the prevailing party, does not
except to the ALJ's liability findings, but rather asks us to alter the ALJ's proposed remedial
order in two respects. First, UMPAPA requests that we supplement the ALJ's direction to
meet and confer in good faith, specifically urging us to clarify that the City must reinstate a
The MMBA is codified at Government Code section 3500 et seq. Unless otherwise
specified, all statutory references herein are to the Government Code.
2 PERB Regulations are codified at California Code of Regulations, title 8, section
31001 et seq.
critical proposal that the City withdrew in bad faith. Second, UMPAPA asks that we amend
the proposed order to include an attorney's fee award. The City filed no exceptions, and urges
us to deny UMPAPA's exceptions.
We affirm those portions of the proposed decision to which no party excepted, namely,
the ALJ's findings on liability and three undisputed aspects of the ALJ's proposed remedial
order: directives to produce the information at issue, to post an official notice electronically
and at employee worksites, and to cease and desist from interfering with or denying union and
employee rights. Because those portions of the proposed decision were not before us on
exceptions, they remain non-precedential; in other words, they are final and binding only on
the parties to this case. (PERB Regs. 32215, 32300, subd. (c); City of Torrance (2009) PERB
Decision No. 2004-M, p. 12.)
With respect to the attorney's fee issue, which is not addressed in the proposed
decision, we find that UMPAPA has not proven it is entitled to an attorney's fee award. As to
the proposed decision's directive to meet and confer in good faith, we supplement the proposed
order with a more specific order, as described below.3
REMEDIES
The Legislature has delegated to PERB broad powers to remedy unfair practices or
other violations of the MMBA and to take any action the Board deems necessary to effectuate
the Act's purposes. (MMBA, §§ 3509, subd. (b), 3510; City of San Diego (2015) PERB
Decision No. 2464-M, p. 42, affirmed sub nom. Boling v. PERB (2018) 5 Ca1.5th 898, 920,
reh'g denied (Oct. 10, 2018); Mt. San Antonio Community College Dist. v. Public Employment
3 Absent good cause, the Board will not entertain initial exceptions by a prevailing
party that would not change the outcome of the proposed decision. (Oak Valley Hospital
District (2018) PERB Decision No. 2583-M, p. 5, quoting Fremont Unified School District
(2003) PERB Decision No. 1528, p. 3.) In this case, each of the two issues UMPAPA has
raised would impact the remedial order, which qualifies as a change in outcome.
2
Relations Bd. (1989) 210 Ca1.App.3d 178, 189-190.) A "properly designed remedial order
seeks a restoration of the situation as nearly as possible to that which would have obtained but
for the unfair labor practice." (Modesto City Schools (1983) PERB Decision No. 291,
pp. 67-68.) An appropriate remedy therefore should compensate affected employees and other
injured parties, and should withhold from the wrongdoer the fruits of its violation. (City of
Pasadena (2014) PERB Order No. Ad -406-M, p. 13; Mead Corp. v. NLRB (11th Cir. 1983) 697
F.2d 1013, 1023 (Mead Corp.), enforcing The Mead Corp. (1981) 256 NLRB 686; Carian v.
Agricultural Labor Relations Bd. (1984) 36 Ca1.3d 654, 673-674.) In addition to these
restorative and compensatory functions, a Board -ordered remedy should also serve as a deterrent
to future misconduct, so long as the order is not a patent attempt to achieve ends other than
those which can fairly be said to effectuate the policies of the Act. (City of San Diego, supra,
PERB Decision No. 2464-M, pp. 40-42; City of Pasadena, supra, pp. 12-13.)
With these principles in mind, we examine the two primary issues raised in UMPAPA's
exceptions. For context, we first summarize the ALJ's most relevant liability findings.
I. Summary of Relevant Liability Findings
From the outset of negotiations through April 20, 2016, when the City presented its last,
best, and final economic proposals, the parties deferred negotiations on non -economic issues.
The City's economic proposal of April 20, 2016 incorporated by reference its Management
Compensation Plan for terms not otherwise specified. (Proposed Decision, pp. 28-30.) The
City did not initially provide the language of the Management Compensation Plan. (Id., p. 28.)
UMPAPA countered with a proposal for a one-year contract. In response, on April 20, 2016,
and by e-mail dated April 27, 2016, the City proposed that the parties bifurcate economic
issues from non -economic issues, which would allow pay increases to go into effect while the
parties continued to negotiate non -economic terms. (Id., pp. 30, 32, 56.)
3
In reliance on the City's bifurcation proposal, UMPAPA took the City's economic
proposal to its members, who ratified it. (Proposed Decision, p. 31.) UMPAPA reasonably
expected the City to have its Council vote on implementing the economic terms on a bifurcated
basis. However, what actually happened departed quite significantly from that expectation:
The City made a non -economic proposal that the ALJ found to be predictably unacceptable,
and when UMPAPA rejected that proposal, the City responded by withdrawing the bifurcation
plan.4 (Id., pp. 33-34.) This conduct derailed negotiations, compounding other bad faith
conduct by the City, such as sending a negotiating team with insufficient authority and
delaying negotiations for unexplained or unjustified reasons. (Id., pp. 56-63.)
IL UMPAPA's Request that PERB Clarify the City's Meet and Confer Obligation
The proposed decision directed the City, if requested by UMPAPA, to "meet and confer
in good faith with representatives of UMPAPA regarding wages, hours, and other terms and
conditions of employment, as that duty is defined in Government Code, section 3505."
(Proposed Decision, p. 65.) Although UMPAPA does not request an order directing the City to
withdraw its predictably unacceptable proposal, UMPAPA seeks clarification that in order to
bargain in good faith as directed, the City must reinstate the bifurcation plan and related last,
best, and final economic proposals that the City withdrew in bad faith.
4 More specifically, on May 11, 2016, after UMPAPA ratified the City's bifurcation
proposal and agreed to the City's economic terms, the City presented its first full written draft
of the proposed MOU. This draft contained the actual language from the Management Rights
Clause and Management Compensation Plan, including a declaration that certain management
positions were at -will and employees hired into those positions would have no property or
other interest in continued employment with the City. (Proposed Decision, pp. 31-32.)
UMPAPA had previously objected to at -will status, and the union did so again on May 11,
countering with a proposal that deleted the at -will language and included a provision for
binding arbitration, among other changes. UMPAPA's counterproposal on these non-
economic terms caused the City to change course and not schedule a Council vote on the
economic terms and bifurcation. (Proposed Decision, pp. 32-34.)
4
If a party has withdrawn a contract proposal as part of an overall course of bad faith
conduct, it may be properly ordered to reinstate the withdrawn offer. (Mead Corp., supra, 697
F.2d at pp. 1022-1023.) Because our task is to assure fair collective bargaining rather than to
impose contractual terms on parties, we do not normally order a bargaining party to put forward
a particular proposal that it has never before made in bargaining. (See, e.g., City of Pasadena,
supra, PERB Order No. Ad -406-M, pp. 13-14 [discussing landmark decision interpreting
federal law, H K Porter Co. v. NLRB (1970) 397 U.S. 99, 106 (H. K. Porter), and related PERB
precedent].) In contrast, it is appropriate to order a bargaining party to return to a prior
bargaining position that it abandoned in bad faith, a remedy that is fundamentally different from
ordering a party to make a proposal that it never previously offered. (Mead Corp., supra, 697
F.2d 1013, 1022-1023 [discussing propriety of such a remedy under H.K. Porter principles];
Hyatt Management Corp. of New York, Inc. v. NLRB (D.C. Cir. 1987) 817 F.2d 140, 143, fn. 3
[explaining why order requiring that bargaining party return to position it abandoned as part of
its bad faith conduct —comports with Mead Corp. and does not conflict with H. K. Porter]; TNT
USA, Inc. v. NLRB (2nd Cir. 2000) 208 F.3d 362, 367 [citing Mead Corp., supra, 697 F.2d at
p. 1023, and upholding National Labor Relations Board's (NLRB) order that employer "reinstate
a proposal it previously voluntarily presented during negotiations and subsequently withdrew"].)
Based on the liability findings that both parties now accept, a Mead Corp. order is
necessary to restore the situation as nearly as possible to that which would have existed but for
the City's bad faith conduct. Such an order is also integral to requiring the City to cease and
desist from its unlawful conduct. We therefore direct the City to put back on the table the
5
bifurcation and related last, best, and final economic terms that the City withdrew in bad faith,
if UMPAPA so requests.5
III. UMPAPA's Request for Attorney's Fees
UMPAPA contends that attorney's fees should be awarded because the City violated its
duty to bargain in good faith over an extended period of time, in multiple ways, and in a
manner which was allegedly duplicitous. The City's conduct, UMPAPA contends, was
intentionally designed to undermine the small union. The City argues that attorney's fees may
only be awarded if a party engages in bad faith conduct in its litigation before the agency, and
the underlying conduct which gave rise to the charge is of no import to an attorney's fees
determination. Neither party's argument entirely comports with PERB precedent on awarding
attorney's fees as a litigation sanction. We explain.
5 Our decision does not prevent the City Council from voting on the bifurcation plan
and the related last, best, and final economic terms that the City offered and UMPAPA ratified.
Notably, the facts of this case unfolded shortly after the Legislature enacted AB 537 in 2013,
amending MMBA section 3505.1, effective January 1, 2014. As amended, section 3505.1
explicitly allows a union to bring an unfair practice charge alleging that a governing body's
rejection evidences bad faith. Thus, a governing body's rejection of certain terms, like a union
membership vote to reject certain terms, does not excuse either party from the duty to refrain
from vesting negotiators with insufficient authority and/or engaging in regressive bargaining
indicia of bad faith that can co-occur. (See, e.g., Chino Valley Unified School District (1999)
PERB Decision No. 1326, pp. 5-6.) Rather, if an employer or union fails to obtain ratification,
the requirements of good faith bargaining remain the same: A party's subsequent less
favorable offer generally evidences regressive bargaining and/or a failure to vest negotiators
with sufficient authority, unless accompanied by a credible, rationally supported explanation of
changed economic circumstances sufficient to support the change in position. (City of Arcadia
(2019) PERB Decision No. 2648-M, pp. 39-43; Anaheim Union High School District (2016)
PERB Decision No. 2504, adopting proposed decision at p. 43; The Mead Corp., supra, 256
NLRB at p. 696.) Alternatively, a party may withdraw concessions on some subjects, while
offering more favorable terms on others, if done as part of a genuine attempt to reach an overall
compromise. (See, e.g., Charter Oak Unified School District (1991) PERB Decision No. 873,
pp. 17-18 [employer did not engage in regressive bargaining when it withdrew concessions on
class size and discipline, but made offsetting improvements regarding salary and anniversary
increments].)
6
To obtain reimbursement of attorney's fees or other litigation expenses incurred while
litigating a matter in front of PERK, the moving party must demonstrate that the claim, defense,
motion, or other action or tactic was "without arguable merit" and pursued in "bad faith." (Lake
Elsinore Unified School District (2018) PERB Order No. Ad -446a, p. 5 (Lake Elsinore); City
ofAlhambra (2009) PERB Decision No. 2036-M, p. 19 (City of Alhambra 1); City of Alhambra
(2009) PERB Decision No. 2037-M, p. 2.) To determine whether a claim, defense, motion, or
other action is frivolous, we examine whether it is so manifestly erroneous that no prudent
representative would have filed or maintained it. (Lake Elsinore, supra, PERB Order No. Ad -
446a, p. 5 and cases cited therein). In Lake Elsinore, for instance, we found that the employer's
request for reconsideration was without even arguable merit where it failed to comply with
PERB regulations and decisional law directly on point, and it included no serious argument for
extending, modifying, or reversing existing law or for establishing new law. (Ibid.)
Even if a party requesting attorney's fees can meet the "without arguable merit" prong, it
must also show that the opposing party acted in bad faith. (Lake Elsinore, supra, PERB Order
No. Ad -446a at p. 6.) For the purposes of this test, the term "bad faith" includes conduct that is
dilatory, vexatious, or otherwise an abuse of process. (Ibid., citing City of Alhambra I, supra,
PERB Decision No. 2036-M, p. 19.) Showing that an action or tactic was undertaken in "bad
faith," does not require showing that the party and/or representative necessarily acted with an
evil motive. (Lake Elsinore, supra, at p. 6, citing West Coast Development v. Reed (1992)
2 Ca1.App.4th 693, 702 (West Coast Development).) Prosecution of a frivolous action or defense
may itself be evidence supporting a finding of subjective bad faith, as might other conduct which
a party or representative knows or reasonably should know will unreasonably or unnecessarily
cause delay or harass or injure an opposing party or representative, or impede the tribunal's own
process. (Ibid.) However, we follow California Code of Civil Procedure section 128.5 in
7
requiring some showing of subjective bad faith, even if it must be inferred from circumstantial
evidence. (Lake Elsinore, supra, PERB Order No. Ad -446a, p. 6, citing West Coast
Development, supra, 2 Ca1.App.4th at pp. 704-705 and Levy v. Blum (2001) 92 Ca1.App.4th 625,
635-636.)
Here, the positions taken by the City's representatives were unsuccessful but nonetheless
were positions that a prudent representative might legitimately take in good faith. UMPAPA has
established neither that such positions were without arguable merit, nor that they were taken in
bad faith. Accordingly, we deny UMPAPA's request for attorney's fees.6
ORDER
Based upon the findings of fact and conclusions of law regarding liability in the proposed
decision, to which neither party excepted, it is found that the City of Palo Alto (City) violated the
Meyers-Milias-Brown Act (MMBA), Government Code section 3500 et seq., and PERB
Regulations. The City violated the Act by failing to provide relevant and necessary information
As respondent acknowledged in its pleadings, a charging party is free to request
reimbursement of costs incurred as a result of a respondent's underlying conduct, and we
analyze such a request under traditional make -whole principles. (See Omnitrans (2009) PERB
Decision No. 2030-M, p. 30 (Omnitrans) [awarding attorney fees in ancillary case made
necessary because of respondent's violation]; Camelot Terrace, Inc. v. NLRB (D.C. Cir. 2016)
824 F.3d 1085, 1092-1093 (Camelot Terrace, Inc.) [upholding NLRB's order that employer
reimburse union for bargaining costs as a remedy for having engaged in bad faith bargaining,
and reasoning that "[a]n award of bargaining expenses remedies an unfair labor practice by
ensuring that, upon resolution of the [charge], the injured party can return to negotiations on
the same footing it occupied before the violation."].) hi contrast, the test described in Lake
Elsinore, supra, PERB Order No. Ad -446a, pp. 5-6 applies to requests for litigation sanctions.
The difference is best explained as follows: While a make -whole remedial order under
Omnitrans and Camelot Ten -ace, Inc. may include, among other items, staff costs or attorney's
fees reasonably incurred as a result of a respondent's unlawful conduct, any attorney's fees
awarded pursuant to such make -whole principles normally may not include attorney's fees
expended simply to litigate the unfair practice charge at issue under the American Rule, such
an attorney fee award is appropriate only as a litigation sanction, if the charging party satisfies
the Lake Elsinore test. (Camelot Terrace, Inc., supra, 824 F.3d at pp. 1089-1095 [refusing to
enforce NLRB's order of litigation costs in the underlying case under make -whole principles,
and distinguishing such fee shifting from make -whole relief, including bargaining costs].)
8
in response to valid requests; and failing to meet and confer in good faith with the exclusive
representative of an appropriate bargaining unit, pursuant to MMBA section 3505. By this
conduct, the City also interfered with the right of unit employees to participate in the activities of
an employee organization of their own choosing, in violation of MMBA section 3506 and PERB
Regulation 32603, subdivision (a), and denied UMPAPA the right to represent employees in
their employment relations with a public agency in violation of MMBA section 3503 and PERB
Regulation 32603, subdivision (b).
Pursuant to section 3509 of the Government Code, it hereby is ORDERED that the City
of Palo Alto, its governing board, and its representatives shall:
A. CEASE AND DESIST FROM:
1. Refusing and/or failing to meet and confer in good faith with UMPAPA
regarding matters within the scope of representation.
2. Interfering with the right of bargaining unit employees to be represented
by an employee organization of their own choosing.
3. Denying UMPAPA its right to represent employees in their employment
relations with the City.
B. TAKE THE FOLLOWING AFFIRMATIVE ACTIONS DESIGNED TO
EFFECTUATE THE POLICIES OF THE ACT:
1. Within ten (10) workdays after this Decision is no longer subject to
appeal, and upon a request from UMPAPA, provide to UMPAPA a copy of any report or
document upon which the City bases or based its belief that the City could experience a recession
beginning in 2016 or at a later date.
9
2. Within ten (10) workdays after this Decision is no longer subject to
appeal, and upon a request from UMPAPA, provide to UMPAPA a copy of the City's bond
rating.
3. Within ten (10) workdays after this Decision is no longer subject to
appeal, and upon a request from UMPAPA, meet and confer in good faith with regard to
matters within the scope of representation and return to the City's prior bargaining position by
putting back on the table the bifurcation plan and related last, best, and final economic terms
offered by the City on April 20, 2016 and by e-mail dated April 27, 2016.
4. Within ten (10) workdays after this Decision is no longer subject to
appeal, post at all work locations where notices to employees in UMPAPA customarily are
placed, copies of the Notice attached hereto as an Appendix. The Notice must be signed by an
authorized agent of the City of Palo Alto indicating that it will comply with the terms of this
Order. In addition to physical posting of paper notices, the Notice shall be posted by electronic
message, intranet, interne site, and other electronic means customarily used by the City to
communicate with employees represented by UMPAPA. Such posting shall be maintained for a
period of thirty (30) consecutive workdays. Reasonable steps shall be taken to ensure that the
Notice is not reduced in size, altered, defaced, or covered with any other material.
5. Written notification of the actions taken to comply with this Order shall be
made to the General Counsel of the Public Employment Relations Board, or the General
Counsel's designee. The City shall provide reports, in writing, as directed by the General
Counsel or his/her designee. All reports regarding compliance with this Order shall be
concurrently served on UMPAPA.
Members Banks and Paulson joined in this Decision.
10
APPENDIX
NOTICE TO EMPLOYEES
POSTED BY ORDER OF THE
PUBLIC EMPLOYMENT RELATIONS BOARD
An Agency of the State of California
After a hearing in Unfair Practice Case No. SF -CE -1413-M, Utilities Management &
Professional Association of Palo Alto v. City of Palo Alto, in which all parties had the right to
participate, it has been found that the City of Palo Alto (City) violated the Meyers-Milias-Brown
Act (MMBA), Government Code section 3500 et seq., and Public Employment Relations Board
(PERB) Regulations (Cal. Code Regs., tit. 8, § 3100 et seq.). The City failed to provide relevant
and necessary information to Utilities Management & Professional Association of Palo Alto
(UMPAPA), failed to meet and confer in good faith with UMPAPA, and interfered with
protected rights of UMPAPA and the employees it represents.
As a result of this conduct, we have been ordered to post this Notice and we will:
A. CEASE AND DESIST FROM:
1. Refusing and/or failing to meet and confer in good faith with UMPAPA
regarding matters within the scope of representation.
2. Interfering with the right of bargaining unit employees to be represented
by an employee organization of their own choosing.
3. Denying UMPAPA its right to represent employees in their employment
relations with the City.
B. TAKE THE FOLLOWING AFFIRMATIVE ACTIONS DESIGNED TO
EFFECTUATE THE POLICIES OF THE MMBA:
1. Within ten (10) workdays after this Decision is no longer subject to
appeal, and upon a request from UMPAPA, provide to UMPAPA a copy of any report or
document upon which the City bases or based its belief that the City could experience a recession
beginning in 2016 or at a later date.
2. Within ten (10) workdays after this Decision is no longer subject to
appeal, and upon a request from UMPAPA, provide to UMPAPA a copy of the City's bond
rating.
3. Within ten (10) workdays after this Decision is no longer subject to
appeal, and upon a request from UMPAPA, meet and confer in good faith with regard to
matters within the scope of representation and return to the City's prior bargaining position by
putting back on the table the bifurcation plan and related last, best, and final economic terms
offered by the City on April 20, 2016 and by e-mail dated April 27, 2016.
Dated: CITY OF PALO ALTO
By:
Authorized Agent
THIS IS AN OFFICIAL NOTICE. IT MUST REMAIN POSTED FOR AT LEAST THIRTY
(30) CONSECUTIVE WORKDAYS FROM THE DATE OF POSTING AND MUST NOT BE
REDUCED IN SIZE, DEFACED, ALTERED OR COVERED WITH ANY OTHER
MATERIAL.
STATE OF CALIFORNIA
PUBLIC EMPLOYMENT RELATIONS BOARD
UTILITIES MANAGEMENT & PROFESSIONAL
ASSOCIATION OF PALO ALTO,
UNFAIR PRACTICE
Charging Party, CASE NO. SF -CE -1413-M
v. PROPOSED DECISION
(July 27, 2018)
CITY OF PALO ALTO,
Respondent.
Appearances: Davis & Reno by Alan C. Davis, Attorney, for Utilities Management &
Professional Association of Palo Alto; Renne Sloan Holtzman Sakai by Erich Shiners,
Attorney, for City of Palo Alto.
Before Alicia Clement, Administrative Law Judge.
PROCEDURAL HISTORY
On August 22, 2016, the Utilities Management & Professional Association of Palo Alto
(Charging Party or UMPAPA) filed the above -referenced charge alleging that the City of Palo
Alto (Respondent or City) violated the Meyers-Milias-Brown Act (MMBA or Act)' arising
from a course of conduct undertaken by the City during negotiations for an initial collective
bargaining agreement. The City filed a position statement on September 29, 2016. On
October 31, 2016, the Public Employment Relations Board's (PERB or Board) Office of the
General Counsel granted a request by UMPAPA to expedite processing of the unfair practice
charge and accordingly, on November 4, 2016, issued a Complaint charging the City with a
failure to meet and confer in good faith, in violation of MMBA sections 3506 and 3506.5,
1 The MMBA is codified at Government Code section 3500 et seq.
subdivision (a). The City filed a timely Answer to the Complaint on November 29, 2016. The
parties participated in an Informal Settlement Conference on January 5, 2017, but the matter
was not resolved. A Formal Hearing was held on May 8 and 9, 2017, and after the submission
of closing briefs on June 20, 2017, this matter was submitted for determination.
FINDINGS OF FACT
The City's Utilities Department is "enterprise" funded in other words, it is funded by
the fees of its customers, and not through the City's general fund. Although this funding
mechanism is not unusual among public utilities, the Utilities Department is unusual in that it
provides a much wider range of services than most comparable public utilities, including
electric, gas, water, wastewater, and dark fiber utilities, as well as storm and refuse services.
Utilities Compliance Manager Debra Lloyd-Zanetti (Lloyd) was UMPAPA's Secretary during
the events surrounding UMPAPA's initial recognition, and later became UMPAPA's lead
negotiator.
UMPAPA filed its petition for recognition as the representative of the management and
professional employees in 2010. The City disputed the appropriate composition of the
bargaining unit and, in 2011, an arbitrator defined the bargaining unit to include everyone
below the Director of Utilities on the "Utilities Department Managers Organizational Chart.2
Neither party has provided the PERB with a copy of the arbitrator's decision. After the
2 The following positions are included in the bargaining unit: Administrative Assistant;
Manager Communications; Senior Administrator; Senior Business Analyst; Assistant Director
of Utilities — Customer Support Services; Manager Customer Services and Meter Reading;
Manager Utility Marketing Services; Senior Resource Planner; Assistant Director — Utilities
Operations; Manager Utilities Operations WGW; Supervisor Water Gas Wastewater;
Supervisor Water Transmission Operations; Manager Electric Operations; Supervisor
Electrical Systems; Assistant Director Utilities — Resource Management; Senior Resource
Planner; Assistant Director of Utilities — Engineering; Engineering Manager — Electric; Senior
Electric Project Engineer; Supervising Electric Project Engineer; Engineering Manager Water -
Gas -Wastewater; Senior Project Engineer; and Supervising Project Engineer.
2
arbitrator's ruling on the proper composition of the bargaining unit, the parties met and
conferred 27 times in an effort to reach agreement on an initial contract. Nevertheless, on
April 30, 2013, UMPAPA declared that the parties were at impasse.
UMPAPA did not seek mediation or factfinding to resolve the impasse, and in June
2013, the City imposed its last, best, and final offer (LBFO). (Respondent Exhibit B.)3 Both a
management rights clause and a probation clause appear in the text of the imposed contract.
The text of the imposed Management Rights clause contains the following language, with
editorial markings:
ARTICLE V — CITY RIGHT TO MANAGE
The City retains and reserves, without limitation, all powers,
rights, authority, duties , and responsibilities to manage the City
including, but not limited, to:
1. Management and administrative control of the City, its
operations, and its properties and facilities;
2. Evaluate, hire, promote, transfer, demote, discipline, and
discharge employees;
3. Promulgate, enforce and periodically revise or rescind
reasonable work rules, operational and administrative policies,
qualitative and quantitative standards, and procedures;
4. Assign and distribute work;
5. Determine the methods, means, and personnel by which
services are carried out including the right to subcontract or
contract out, contract in, transfer duties between City employee
whether or not they are in the bargaining unit, and to subcontract
or contract out, subject to the provision of Article XIII, section 4
of this MOA;
6. Establish and revise reasonable standards of attendance,
conduct, and performance and to enforce such standards;
7. Determine and implement technology and equipment used in
the performance of work, and to determine work locations;
8. Determine work schedules including, but not limited to, the
hours of work and rest;
3 Given the large volume of exhibits presented at this hearing, I have included
references to the exhibits in the text of this Proposed Decision, where it may be of assistance to
the reader.
3
10. Determine payroll practices;
11. All rights conferred upon and vested in it by the law and the
Constitutions of the State of California and the United States; and
12. Any other right traditionally and historically exercised by the
City with respect to employees and operations within the scope of
the bargaining unit.
Nothing in this Agreement is to be interpreted as constituting a
waiver of the City's rights and responsibilities to manage the City
and create and maintain programs and services that reflect its
public's wishes. The intent of this MOA is to establish wages,
working hours, and conditions of employment with the
Association.
The text of imposed Article XII — PROBATION AND AT WILL STATUS, contains the
following language:
Section 1 — Probation. Employees who are not At -Will shall
serve an initial probationary period of twelve (12) months.
During the probationary period the employee serves at the will of
the City and may be terminated for no reason or for any lawful
reason, and such termination is not subject to appeal.
Section 2 — At Will Status. Certain unit positions are designated
as having "at -will" employment status. Employees who hold at -
will positions shall have no constitutionally protected property or
other interest in their employment with the City.
Notwithstanding any provision in the Merit System Rules and
Regulations or any other City rule, policy or procedure, at -will
employees have no right or expectation to continued employment
or pre -or post -disciplinary due process and work at the will and
pleasure of the hiring authority. Work for an at -will employee
may be eliminated and/or the employee may be terminated, or
asked to resign, at any time, with or without cause, upon notice to
that employee, and the employee may resign at any time upon
written notice to the hiring authority.
Section 3 — At -will UMPAPA positions.
Effective on the date of adoption of this MOA, new employees
hired or promoted to the following classifications shall be at -will
employees:
Assistant director, engineering manager, communications
manager, manager electric operations, manager customer
4
service & meter reading, manager utilities marketing
services, manager utilities operations WGW, utilities
compliance manager.
At -will employees will be eligible for, and shall receive, all
regular benefits (i.e., health insurance, PERS contribution to the
extent paid by City, etc.) and vacation, sick leave, and
management leave as are generally provided to unit employees
and described in this MOA, as amended from time to time.
The City has adopted a Merit System to govern its personnel matters, which is
applicable to "all employees in the service of this City." All full-time and part-time regular
positions are subject to a six-month probationary period. During the probationary period, the
employee may be suspended, demoted, or terminated without cause and with no right to appeal
the action. Causes for discipline are listed in Chapter 10, section 1002, and when cause is
found, written notice of the disciplinary action must be provided to the employee prior to the
effective date of the discipline. Discipline of a permanent employee for cause may be
appealed.
Chapter 12 of the merit Rules contains provisions governing relations between the City
and its employee organizations, as opposed to the rules described in Chapter 10 of the Merit
System, which govern relations between the City and individual employees. Chapter 12,
section 1203(e) defines "management employee" as "any City Council Member, or any
employee having the authority to exercise independent judgment in the interests of the City to
hire, transfer, suspend, promote, discharge, assign, reward or discipline other employees, or
effectively to recommend such action." Section 1207(c), "Limitation; management and
confidential employees," states:
No management or confidential employee may be represented in
their employment relations with the City by an employee
organization which represents other types of employees.
However, nothing in this chapter should be interpreted as
5
prohibiting management and confidential employees from joining
and holding office in an employee organization.
Section 1203 of the Merit Rules defines "professional" employees as "employees
engaged in work requiring specialized knowledge and skills attained through completion of a
recognized course of instruction..." Professional employees have the right under the Merit
Rules to be represented separately from non-professional employees.
At a Special Meeting of the City Council on September 4, 2012, the City Council
passed a motion to adopt the following two resolutions: 1) 9282 Adopting a New
Compensation Plan for Management and Professional; and 2) 9283 Amending Chapter 9 of the
Merit System Rules and Regulations to Revise Rules Related to Probationary Periods.
(Charging Party Exhibit 76A.) Resolution 9283 amended the Merit System Rules to state:
901. Probationary period for new employees. Original
appointments to full-time or part-time regular municipal service
positions that are not designated as "at -will" shall be tentative
and subject to a probationary period of twelve months for
management and confidential employees, and as set forth in
Chapters 14-16 (memoranda of agreement for represented
employees) for other employees.
Attachment B to the proposed Compensation Plan for Management and Professional Personnel
is titled, At -Will Positions Management and Professional Unit. (Charging Party Exhibit 78.)
The preamble to the list of positions states:
The intent of this provision under the Management/Professional
Compensation Plan is to designate classifications at the
department head, assistant director, deputy director, and division
manager levels as at -will. The applicable Council Appointed
Officer may designate newly created positions at those levels not
included on this list as at -will. Existing classifications that shall
be at -will include but are not limited to:
[.. j
Utilities
6
Director, Utilities
Assistant Director Utilities Engineering*
Assistant Director Utilities Operations*
Assistant Director Utilities Customer Support Services*
Assistant Director Utilities/Resources Management*
Communications Manager*
Engineering Manager — Electric*
Engineering Manager — WGW*
Manager Customer Service & Meter Reading*
Manager Electric Operations*
Manager Utilities Mkt Services*
Manager Utilities Operation WGW*
Utilities Compliance Manager*
*Management positions up to and including Assistant
Director in Utilities are represented by UMPAPA and
currently under negotiations
The Staff Report that accompanied the resolutions contains the following relevant
background information:
The Management and Professional group includes approximately
202 active, full-time employees who staff critical roles at the City
by managing our services and finances. Demographically this
group is transitioning into retirement, with nearly one-half of City
employees eligible to retire within the coming five years.
Connected with the changing face of City staff is our desire to
enhance the drive, innovation, and effectiveness of City
employees while providing a variety of benefits in a fiscally
responsible manner. It is no longer a workable paradigm to
provide steady employment with a generous pension and health
benefits in return for narrowly focused jobs that are carried out
with pleasant and courteous service. Dynamic times call for a
workforce choosing to serve the City in order to better their
community and to bring City services up to date with current
good practices found in businesses and social institutions around
the world. Palo Alto is the center of innovation and technology
solutions to many of society's needs. Therefore, the City must
serve as a beacon of innovative government, as well as leverage
the incredible array of resources at our front door.
Dynamic economic times also call for structural changes to City
benefits, which have increased in cost substantially in recent
years, and are projected to continue increasing. The ratio of
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benefits to salary has risen from 50 percent of salary in 2010 to
62 percent in 2012. Employee commitment to take accountability
for a portion of their own benefits costs is part of a fiscally
responsible total compensation plan. This Plan creates such
structural benefit changes that will serve the City in coming
uncertain economic times and that also supports our culture shift
to encourage engaged and innovative employees.
The Management and Professional employees are unrepresented
and do not have a memorandum of agreement or other contract.
The benefits for this group are covered in a compensation plan
that is adopted by a resolution of the Council. In an effort to lead
in addressing the City's financial challenges, the Management
and Professional group has contributed over the past decade by
implementing various cost -containing solutions including
receiving no salary increases in several years, capping health
insurance at the Blue Shield rate instead of the PERS Care rate,
and changing eligibility requirements for retiree medical benefits.
In 2008-2009, the group helped the City to address a significant
budget gap by eliminating the Variable Management
Compensation (VMC) benefit. In 2011, this group adopted an
employee contribution to pay for health plan premiums for
actives and future retirees. All these measures have been
implemented in support of the City's goal to create structural
solutions to curtail increasing employment costs while at the
same time creating a supportive, accountable and creative work
environment. Complementary to these plan changes are
additional budgeted training funds that will be earmarked in
department budgets for employee education and development.
Further to the goal of creating an innovative, learning culture for
employees at the City, the Human Resource Department is
focused on leading culture change to support engaged
management and professional staff.
The Staff Report also contains the following relevant discussion:
"At -Will" status for key positions
• All newly hired and newly promoted department heads,
assistant directors, deputy directors, division managers
and selected other positions will have "At -will" status.
At -will employees may be terminated or asked to resign at
any time, with or without cause. This status differs from
the traditional "for cause" municipal employee who has
due process rights in his or her employment. As a policy
promoting effective operation and administration of City
business, staff believes that leadership of departments
should be at will.
• This Plan provides that, upon involuntary termination,
such employees are eligible for severance equal to one
month (4 weeks) of salary and benefits upon hire, plus 1
week for each year of City of Palo Alto service, to a
maximum of 12 weeks' severance after 8 years' service
• This provision does not retroactively change any current
employee's status. It is applicable to employees newly
hired and newly promoted into positions on the "At -will"
list.
On June 24, 2013, the City Council met and adopted a "Resolution Implementing
Terms for Utilities Managers and Professionals Association of Palo Alto Pursuant to California
Government Code Section 3505." This resolution states, in part:
Background
UMPAPA petitioned to form a bargaining unit in November
2009, and following proceedings before the State Mediation and
Conciliation Service, the City certified UMPAPA as a bargaining
unit in 2011. This unit consists of 43 managers and
administrative staff earning an average salary of $128,352 with
an average total compensation of $194,450. The City and
UMPAPA started meeting and conferring in good faith in July
2011. On April 30, 2013, UMPAPA declared impasse and
requested that the City hold a public hearing to implement its
Last, Best and Final offer.
Discussion
The parties have been bargaining for an initial MOA for two
years and have held 29 formal meetings. During these
negotiations the City has focused on negotiating three key
concessions consistent with those established with other
Management employee groups including the Management and
Professional unit, and the Fire Chiefs' Association: (1) an
employee cost share for medical premiums of 10 percent for
active employees, (2) paying the full Ca1PERS employee
retirement contribution and (3) decreasing the professional
development benefit from $1500 to $500. SEIU and IAFF have
9
also agreed to contracts with two of these three concessions not
including this specific professional development change.
In Dec. 17, 2012 [sic], the parties appeared to reach a tentative
agreement on all issues, including the concessions outlined
above. However, the agreement dissolved after the City proposed
several minor clarifications throughout the contract and
UMPAPA raised new concerns over the "Management Rights"
provision. In particular, UMPAPA objected to language asserting
the City's unilateral rights to: promulgate work rules; determine
work schedules; determine job classifications and the allocation
of positions; and determine the methods, means and personnel by
which services are provided, including the right to contract out.
Although the City attempted to address UMPAPA's concerns, it
became clear that the parties would not be able to reach a final
agreement. On April 30, 2013, UMPAPA declared impasse.
Prior to UMPAPA's declaration of impasse, the parties were able
to draft and sign tentative agreements on most subjects, and the
City's Last, Best and Final Offer achieves many of the City's
goals in negotiations, with the exception of the City's right to
manage. Therefore staff recommends implementing the City's
Last, Best and Final Offer, which is included with the attached
resolution. The following provides a summary of the key terms
for this unit, all of which were tentatively agreed to by both
parties prior to UMPAPA's declaration of impasse:...
At -will status
• New Division Managers and Assistant Department
Directors will be hired under "At -will" status with ability
to separate or be asked to resign at any time with or
without cause. Upon involuntary separation, UMPAPA
employees will be eligible for severance up to 90 days.
• Other employees in this bargaining group not considered
"At -will" shall be subject to twelve (12) month probation
(at -will employees do not have a probation period).
Lloyd contacted City Human Resources (HR) Manager, Melissa Tronquet (Tronquet) in
January 2014 to resume negotiations just prior to the expiration of the one-year imposed
contract. At that time, the City was in the process of completing a salary survey of its Utilities
Department, and the parties agreed to begin negotiations in April 2014, at a time when it was
10
anticipated that the study would be complete. Although the parties discussed the possibility of
meeting between January and April to discuss other matters, due to the importance that salary
played in the prior negotiations, it was agreed that negotiations should focus on salary first,
and that they should begin after completion of the salary survey.
During their preliminary discussions, Tronquet and Lloyd discussed the previous
dispute over the salary study that had been completed during the first round of negotiations. In
particular, UMPAPA disputed the City's "benchmarks" in that study and voiced its continued
concerns with the accuracy of that study. (Charging Party Exhibit 5.) UMPAPA believed that
the comparators used in the study did not adequately reflect the scope and complexity of the
work performed by the positions in the Utilities Department bargaining unit, which resulted in
the City's under -valuation of those positions. If the City intended to reuse the same
comparators in the current study that were disputed previously, UMPAPA would continue to
raise objections. Lloyd recollected that, after the City implemented the salaries in its LBFO,
which were based on the disputed salary survey, there had been a "mass exodus" of employees
to private industry and other agencies willing to pay higher salaries. (Charging Party
Exhibit 6.) In February 2014, Lloyd included Director of Utilities, Valerie Fong, in these
preliminary discussions. Fong corroborated Lloyd's concerns that salary would need to be
addressed first before other issues like recruitment and retention could be resolved. (Charging
Party Exhibit 7.) This served to solidify Lloyd's concern that negotiations would not be
productive until the salary survey was complete.
In late May 2014, Lloyd and Fong had discussions with a representative of the
consulting firm that was conducting the salary survey and expressed a number of concerns with
that consultant's use of data. (Charging Party Exhibit 8.) In early June 2014, Tronquet sent
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Lloyd an email with a copy of the most recent salary study (without revisions) and attempted
to set a negotiating session for the following week. Lloyd was not available until the end of
June, however, and the parties tentatively agreed to meet on July 1, 2014. However, when
Lloyd learned that the revisions to the compensation study would not be available until July
13, she postponed the meeting for a couple of weeks in order to ensure that the meeting would
be productive. The parties began to exchange meeting dates for the latter part of July.
(Charging Party Exhibits 9 — 15.)
By early August, the City still had not received any revisions on the compensation
study (Charging Party Exhibit 17), Tronquet began a maternity leave of absence, and Sandra
Blanch was named as the City's negotiator in Tronquet's absence. (Charging Party
Exhibit 18.) By mid -August, UMPAPA still had not received any revisions to the City's
compensation study and became impatient with the lack of progress. Lloyd determined that
the parties should meet, with or without the compensation study. The parties began looking at
September meeting dates. The parties resolved to meet on September 4 at 2:00 p.m. (Charging
Party Exhibit 19.)
UMPAPA's bargaining team was led by Lloyd, and she was at all of the bargaining
sessions, accompanied by Attorney Alan Davis for most of them. Attorney Allyson Hauck
negotiated on behalf of the City. Only Lloyd and Hauck testified.
The First Bargaining Session
The parties' first negotiation session was on September 4, 2014. At this session,
UMPAPA gave a PowerPoint presentation, beginning with an introduction of the bargaining
team members. (Charging Party Exhibit 21.) The presentation explained the different
economic models that apply to the City on the one hand and the Utilities Department on the
12
other hand. Whereas the City is a non-profit entity, the Utility Department generates net
revenue which is used to fund Utility operations as well as non -Utility City operations.
UMPAPA's presentation also pointed to studies showing that Utilities work includes some of
the most dangerous jobs in the country, more dangerous even than Fire and Police Services.
The Utilities Department is also highly regulated by State and Federal authorities, and failure
to comply with some of those regulations could result in civil and/or criminal sanctions of
individuals and organizations. UMPAPA also noted that there was a high degree of Utilities
Department positions that were filled with former Pacific Gas & Electric (PG&E) employees,
but also that PG&E was a primary competitor for those same employees. PG&E set its salaries
at 6 percent above the market with competitive benefits. Given all these concerns, UMPAPA
proposed to work collaboratively with the City to ensure that the Department was able to
recruit and retain qualified and talented employees, beginning with a revised Total
Compensation Study for the purpose of increasing salaries of Utilities Department employees.
Hauck did not yet have authority from the City Council. Thus, while there was
additional discussion about the relevant market comparisons at this first negotiation meeting,
no proposals were exchanged. The parties agreed to meet again on October 14, 2014.
The Second Bargaining Session
On October 14, 2014, the City provided UMPAPA with its first bargaining proposal,
which addressed only Health Benefits. (Charging Party Exhibit 22.) The existing City health
benefits covered the first 90 percent of the cost for the second -most expensive health benefits
plan available. The City's proposal would convert its health benefits costs to a flat -rate system
in which it would contribute up to a set maximum for each City plan for eligible full time
employees. In exchange for this concession (the City acknowledged that this proposal would
13
be a cost -savings to the City), the City would off -set with a 2 percent wage increase.
Additionally, the City announced that it was steadfast in its resolve to continue using the same
comparator agencies in its compensation study that had been used in the prior study, but that it
had hired a different consultant to review it.
The parties agreed to meet again on November 18, 2014. On November 13, the City
suggested a postponement of the scheduled negotiations because the market analysis was still
incomplete. UMPAPA agreed that if the market study was not complete, the meeting would
not be productive, and suggested a meeting in early December. (Charging Party Exhibit 23.)
Meanwhile, UMPAPA informed the City that it had hired its own consultant to provide
suggested job matches for the compensation study. After several e-mail exchanges, the parties
set a meeting for January 20, 2015. (Charging Party Exhibit 26.)
The Third Bargaining Session
The January 20, 2015 meeting was unproductive. Neither party passed any additional
proposals, and the City still had no completed compensation study to share. UMPAPA
suggested that the City add a member to its bargaining team with some experience in Utilities,
a suggestion that was not well received. Hauck suggested at this meeting that raising salaries
for Utilities workers would put them at odds with the Police and Fire agencies, a premise that
UMPAPA countered by pointing out that the Utilities Department employees' salaries were not
funded through the City's general fund, and thus, raising the salaries of Utilities workers would
not negatively impact the City's ability to pay the salaries of any other employees whose
salaries were paid through the general fund, as police and fire employees' salaries were. The
parties set a tentative date of February 18 for their next meeting. On February 17, the City
requested a postponement of the February meeting because the new consultant was expected to
14
be finishing up the compensation study sometime that week. (Charging Party Exhibit 29.)
After a number of e-mail exchanges, the parties tentatively agreed to hold March 2 and 4,
2015. Internally, the UMPAPA bargaining team expressed frustration at the additional delays
to the completed compensation study, but these frustrations were not shared with the City's
team. (Charging Party Exhibit 30.)
The Fourth Bargaining Session
On March 4, 2015, the parties met again. At this meeting, the City produced a
completed compensation study, with spreadsheets. The parties discussed the study extensively,
and UMPAPA raised several concerns with this study. First, the study used as one of its
comparator agencies the City of Alameda, which has only an electric utility, where the
employees work a 36 -hour workweek. Comparing the salaries of 36 -hour employees with
Union employees who worked 40 -hour weeks was objectionable to UMPAPA. Second, the
study compared Union positions against the positions in Public Works Departments of other
public agencies utilizing a 70 percent match of job duties. Dissatisfied with the City's
approach, UMPAPA stated that it would provide its own study instead. The parties agreed to
meet again on April 2.
The Fifth Bargaining Session
When the parties met again on April 2, 2015, UMPAPA made its first proposal.
(Charging Party Exhibit 31.) UMPAPA's proposal incorporated its own compensation study.
UMPAPA used different agencies as comparators, including several joint powers associations,
special districts, water districts, and irrigation districts. UMPAPA included these agencies
because many of them utilized the same positions that appeared in the City's Utility
Department. UMPAPA's approach differed substantially from the City's approach.
15
Essentially, UMPAPA chose agencies based on the similarity of the duties performed by their
employees, while the City utilized other cities as comparators, simply assigning position
matches to those most closely resembling UMPAPA positions. UMPAPA then proposed that
the City base salary increases on a competitive mid -point for the market, benchmarked against
the median of the top three salaries (including benefits) for each position. UMPAPA presented
a chart that showed the current salary for each position in Palo Alto compared against the same
position in each comparator agency. (Charging Party Exhibit 32.) By UMPAPA's calculation,
salaries for its positions lagged behind their comparators by double digit percentages,
anywhere between 11 and 43 percent. UMPAPA justified its use of these comparators over the
City's because by its estimation, the greatest competitor for Union positions was the private
sector. UMPAPA believed based on anecdotal evidence4 that Union employees were leaving
the City for private sector jobs where they were paid 30-40 percent increases in salary. Actual
data on private sector salaries was difficult to source, but UMPAPA believed that its use of a
median from among the top three of its public sector comparators was a close enough
approximation to private sector salaries to allow the City to make its positions competitive in
the job market.
The City did not make a counter-offer at this meeting, but did ask a number of
questions and appeared to be actively considering UMPAPA's presentation. The City
requested and was provided an electronic copy of UMPAPA's study.
4 According to UMPAPA, when Union employees received job offers from private
entities, the City would counter these offers with retroactive salary increases. These
negotiations were occurring on an individual basis, however.
16
The parties had a number of discussions in April and May 2015, but did not officially
meet and confer during this time. After some confusion around scheduling, the parties set a
meeting date of June 3, 2015. (Charging Party Exhibits 33 — 36.)
The Sixth Bargaining Session
The parties met again on June 3, 2015. The City negotiators had not gone to City
Council for additional approval at this point, so they did not present any new proposals.
Rather, the City spent this meeting discussing UMPAPA's proposal to reach a better
understanding of its methodology for the salary study. In particular, the parties discussed a
concern that UMPAPA had raised regarding the City's use of the mid -point of salaries as a
control point. The City acknowledged that, structurally, UMPAPA's methodology was very
different from its own. It was at this meeting that the City raised the issue of a management
rights clause. It did not propose language at this time, but put UMPAPA on notice that it
would do so in the future.
On August 19, 2015, Lloyd sent an e-mail to Hauck and Blanch seeking additional
bargaining dates. (Charging Party Exhibit 37.) Lloyd's e-mail states, in part,
Last time we met you presented some preliminary numbers for
five positions that were potentially below market (under a mid to
max benchmark) but you needed to complete the analysis and
take back to the City Manager and Council for review/direction
before giving us something more formal. I see that you are on the
Council agenda for a closed session labor discussion on
September 15. Can we expect to hear back from you shortly to
set up the next negotiation meeting?"
The parties engaged in a rather lengthy e-mail conversation in an attempt to set a date
for the next negotiation session. September 24 was proposed but cancelled after the City
Council failed to consider UMPAPA's bargaining proposal during its September 15 closed
17
session meeting. Upon learning this news, Lloyd felt annoyed and made the following
response:
Allyson,
Thank you for the update, I will cancel Thursday's meeting. We
are disappointed at yet another delay and would like to get a
realistic assessment of how and when negotiations can move
forward. I am not seeing a closed session listed on the October 5
draft council agenda, is this still a possibility, or has it been
moved again? Our suggestion is to set another meeting in
October, following the expected Council meeting. If you are able
to meet with Council next month we will hopefully have direction
to move forward. However, if UMPAPA is dropped again from
the agenda we would still like to meet in October, probably not as
a formal negotiation meeting, but as an opportunity to share
information and discuss the City's priorities for moving forward
in finalizing an MOU for UMPAPA members. Once we hear
back on the next possible council date, we can coordinate
possible meeting dates.
Hauck responded to the e-mail with her apologies and an offer to meet again on October 20
after the next City Council meeting on October 19. (Charging Party Exhibit 37.)
The Seventh Bargaining Session
The parties met on October 20, 2015. At this meeting, the City's consultant, Doug
Johnson, presented the City's latest compensation survey results by sharing with UMPAPA the
same presentation he had made to the City Council the previous evening. (Charging Party
Exhibit 39.) This nine -page study identifies twelve "core survey agencies" and four
"supplemental survey agencies." All of the identified survey agencies are cities. The study
also identifies 17 benchmark jobs that are unique to UMPAPA and acknowledged that even
with its comparators, a significant number of the UMPAPA positions are below the median for
salary. The City stated that it had set a goal of December 1, 2015, for its next bargaining
proposal. UMPAPA again voiced its disagreement with the comparators being used by the
City, as many of the comparators did not even have comparable positions to those in the
18
bargaining unit, whereas UMPAPA had continually argued that comparators should be
restricted to utility positions. Lloyd recalls that all of this data had been provided in the last
compensation survey there was no new information being presented at this meeting just the
same data being provided in a new format by a new consultant.
Additional discussion at this meeting included the fact that the City Council had three
new members who had begun voicing the concern that the City would be chasing the market
by tying wages to market changes. Employees had recently received merit increases but no
salary adjustments or COLA. The parties agreed to meet again on November 18, 2015, at
which time, UMPAPA anticipated receiving a full proposal from the City. Unbeknownst to
UMPAPA at this time, Hauck asked a consultant in her firm to go over the salary survey for
quality control purposes, in part due to the concerns raised by UMPAPA that the survey
contained inaccuracies.
The Eighth Bargaining Session
On November 18, 2015, the City presented what it titled its Proposal #2. (Charging
Party Exhibit 41.) This two —page document makes economic proposals only for a 2 1/2 year
agreement. During that time, employees would receive annual salary increases and market
adjustments with the goal of bringing Utility Department employees to within 5 percent of the
median. The City would also make a flat rate contribution to employees' health coverage
plans, employees would pick up an additional contribution toward the employer's share of
retirement benefits, and the City would include a reopener for the ACAS Cadillac tax clause
and yet to be determined language for a management rights clause. Due to the clumsy wording
5 The parties did not define this acronym. I presume it to be a reference to the
Affordable Care Act.
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of this last proposal, UMPAPA was given the impression that the City wanted a reopener on
the management rights language, a position it found puzzling.
UMPAPA wanted to consider options that would make changes to Ca1PERS retirement
pensions for new employees who would otherwise earn lesser retirement benefits than
incumbent employees. UMPAPA wanted to consider using the "excess management benefit"
to fund those efforts.
The Ninth Bargaining Session
The parties met again on November 23, 2015. There was no exchange of documents on
this date, but the parties did meet for discussion. At this point, UMPAPA had reached the
understanding that the City was not going to adopt UMPAPA's approach to job matches, but
still had concerns and questions about the matches chosen by the City. For example, the City
of Santa Clara used some job titles that UMPAPA found ambiguous and wanted to explore
how and why the City chose these matches. Additionally, the City of Fremont did not have a
utility department, but they did have a job titled, "Manager of Communications," which the
City was comparing to the Utility Department's Manager of Communications. According to
UMPAPA, the kind of work that is performed by the Manager of Communications in the
Utility Department is very different from the work that might be performed by a Manager of
Communications in a city that does not operate a utility. On this basis, UMPAPA argued that
the City of Fremont should be removed as a comparator, and UMPAPA believed that they had
reached an agreement to remove Fremont from the study. The City negotiators planned to go
to the City Council on November 30 and December 9. Lloyd left the November 23 negotiation
session with the impression that Hauck would support the idea of using management excess
20
benefits to sweeten pension benefits for new hires. There was no discussion of any non-
economic proposals at this meeting.
The Tenth Bargaining Session
The parties met again on December 15, 2015. At this meeting, UMPAPA presented its
proposal #2. This proposal only contained economic items. In it, UMPAPA proposed
bringing wages up to the median, rather than below; they asked for a reopener for out -of -
market conditions in order to fix the salary ranges as a means of addressing retention issues;
and they asked for a discretionary retention or signing bonus to assist in recruitment. Lloyd
recounted that it had recently taken over a year to recruit someone to fill a vacant Senior
Resource Planner position and, when they found someone with the proper qualifications, they
had difficulty with her salary negotiations. By Lloyd's estimation, having the ability to
negotiate a signing bonus might relieve these problems in the future.
The Eleventh Bargaining Session
The parties met again on January 13, 2016, and the City presented its Proposal #3.
(Charging Party Exhibit 45.) In this proposal, the City agrees to move to the median for salary
adjustments in three increases of one-third each over the span of the agreement. The City also
struck the language about the ACA Cadillac tax reopener, but maintained the reference to the
management rights clause (though it still had not produced any language for the management
rights clause). Employees would still pay 1 percent of the City's pension contribution, and the
City's flat rate health benefits proposal was unchanged. For the first time in this proposal, the
City added the following language: "All UMPAPA classifications that are a Management and
Professional classification will receive an equivalent general salary increase as the
Management and Professional classification." According to Lloyd, this language would
21
capture unrepresented management and professional positions, excluding police and fire. She
characterized this as removing those positions from the unit for negotiations. The City's
proposal states that both the hiring bonus and the management excess benefits proposals are
"under consideration," but those matters had not been brought before City Council at this
point. UMPAPA asked for a complete proposal from the City at this time.
The Twelfth Bargaining Session
The parties met again on January 26, 2016, and UMPAPA presented its Proposal #3.
(Charging Party Exhibits 47 — 48.) In this proposal, UMPAPA sought wages at 2.5 percent
above the median, and a COLA to offset the City's pension proposal. UMPAPA would agree
to the flat rate health benefits proposal, provided it was offered with a me -too at the best
medical plan agreed to by other bargaining units. It sought an increase in the management
excess benefit to $5,000.00 per year, effective January 1, 2017. UMPAPA asked for the
creation of a Labor Management Committee to discuss ongoing issues like reclassifications
and benchmarking.
UMPAPA also sought another salary survey to be completed by July 2017. At this
time, UMPAPA was still concerned about the benchmarks for three positions. Additionally,
UMPAPA was concerned that there were positions in the unrepresented management group
that had the same job titles as those positions in the bargaining unit, but the unrepresented
positions had been receiving COLAs and other increases that were not given to bargaining unit
positions. UMPAPA wanted its members' positions brought up to the same level so that all
employees with the same job titles would be treated equally for pay, regardless of which
bargaining unit they were assigned to. UMPAPA also raised the issue of retroactive pay
increases to address the growing disparity since the beginning of negotiations. Hauck stated
22
that she had no authority to grant retroactivity. To address recruitment and retention issues,
UMPAPA sought signing and retention bonuses as well as consideration of longevity pay.
There were no non -economic issues discussed at this meeting. Hauck stated at this
meeting that while the parties were still far apart, she believed they were getting closer.
The Thirteenth Bargaining Session
The parties met again on February 10, 2016, and the City presented its Proposal #4.
(Charging Party Exhibit 49.) In this proposal, the City announced that it would not go above
the median for salary, and were approaching the top of their authority for salary but not quite at
their last, best, and final offer. The City agreed to the proposed LMC and to continue merit
increases. It was considering signing bonuses and the proposed increase to the management
excess benefit. It would not agree to a reopener for at -risk positions, but concerns about at -risk
positions could be raised at the LMC. The City also proposed the following management
rights language, which appears to have copied from the 2013-2014 imposed contract:
The City retains and reserves, without limitation, all powers,
rights, authority, duties and responsibilities to manage the City
including, but not limited to:
1. Management and administrative control of the City, its
operations, and its properties and facilities;
2. Evaluate, hire, promote, transfer, demote, discipline, and
discharge employees;
3. Promulgate, enforce and periodically revise or rescind
reasonable work rules, operational and administrative policies,
qualitative and quantitative standards, and procedures[;]
4. Assign and distribute work;
5. Determine the methods, means and personnel by which
services are carried out including the right [to] transfer duties
between City employees whether or not they are in the bargaining
unit, and to subcontract or contract out, subject to the provisions
of Article XIII, section 4 of this MOA;[61
6 Article XIII, section 4 of the imposed contract contains language regarding
contracting out.
23
6. Establish and revise reasonable standards of attendance,
conduct, and performance and to enforce such standards;
7. Determine and implement technology and equipment used
in the performance of work, and to determine work locations;
8. Determine job classifications and the allocation of
positions to those classifications;
9. Determine work schedules including, but not limited to,
the hours of work and rest;
10. Determine payroll practices[;]
11. All rights conferred upon and vested in it by the law and
the constitutions of the State of California and the United States,
and
Any other right traditionally and historically exercised by the
City with respect to employees and operations within the scope of
the bargaining unit.
Additionally, the parties discussed an on -going concern UMPAPA had with the
benchmarks for the Senior Engineer on the water, gas and wastewater side of the Utilities
Department when compared to the Electrical Engineers. Historically, the Senior Engineers
were within five percent of the Electrical Engineers for pay. But because the City was
benchmarking the Senior Engineers against Public Works employees at other agencies, the
Senior Engineers were falling farther behind the Electrical Engineers. The City stated
defmitively that there would be no COLAs and no retroactive pay, as the City Council believed
that retroactive pay disincentivized early negotiations and agreement.
At some point during this meeting, Hauck raised a concern that the City might be
heading into another recession. Davis immediately sought evidence of this claim, but none
was provided. When questioned about this exchange, Lloyd recalled the following:
Yeah. She said they — it wasn't their last, best, final, but they
were getting close to their authority. And she also made a claim
that the economy was heading into a recession at this stage. I
think there was some questions [sic] about this. Mr. Davis, I
believe you asked for some report to support that claim on the
recession just to back up that statement, but we never — we never
received anything.
24
Hauck similarly recalled that the City had concerns about a three-year contract that
offered a significant raise in the third year, due to market volatility. Hauck recalled that Davis
challenged the notion that the economy was headed toward a recession and wanted her to
identify the basis for her prediction.
The parties scheduled a meeting for February 23, 2016. However, at 9:20 a.m. on
February 22, the City cancelled the meeting, stating, in part: "Due to the close proximity in
time to the closed session today, we will not be ready to meet tomorrow morning." (Charging
Party Exhibit 50.)
The Fourteenth Bargaining Session
The parties met again on March 2, 2016, at which time the City made its Proposal #5.
(Charging Party Exhibit 52.) In it, the City agreed to increase its July 2016 and July 2017
COLAs to 2.5 percent, dropped the language about non -represented employees with the same
title, and included a table of all positions showing their proposed increases and the justification
for each.
During this meeting, the parties discussed the on -going concerns with the Senior
Engineer position. The City announced that it was aligning that position with the City's
Management and Professionals group. UMPAPA believed that the position had been moved
out of that group and the matter resolved "long ago." The City continued to utilize the
disputed Santa Clara benchmarks for some of its positions despite the fact that the Santa Clara
positions had received increases since the start of these negotiations. When UMPAPA raised
this concern, the City responded that it could not keep chasing the market. Davis asked the
City for its bond ratings, but did not receive this information.
25
The Fifteenth Bargaining Session
The parties met again on March 14, 2016, and UMPAPA presented its Proposal #4.
(Charging Party Exhibits 53 — 54.) UMPAPA agreed that it would move salaries to the
median, but wanted them to be effective immediately. The disputed positions with overlap in
the Management and Professional group should get retroactive pay tied to that received by the
Management and Professionals group. They also sought some assurances that the next salary
survey would be completed before the end of the current contract period.
UMPAPA still had an issue with some of the job matches for Electrical Engineers. The
Electrical Engineers in the bargaining unit were aware that electrical engineers in Santa Clara
were earning more than they were, and that the slow pace of the current negotiations was
merely pushing them farther apart. (Charging Party Exhibit 55.)
The City did not raise any non -economic issues at this time, but Hauck stated that they
were getting closer. After some confusion about scheduling, the parties agreed to meet again
on March 31, 2016. (Charging Party Exhibit 56.)
The Sixteenth Bargaining Session
The parties met again on March 31, 2016. At this meeting, the City only wanted to
discuss economic proposals. To that end, the City presented its Proposal #6. (Charging Party
Exhibit 57 — 58.) In this proposal, instead of three market increases of one-third each, the city
proposed to bring the bargaining unit to the market median in two increases the first increase
would be one-third, and the second increase would be two-thirds. The City appeared to take
the management rights language off the table, but later stated that the omission of management
rights language in this proposal was in error.
26
Hauck later explained that the City had a new HR manager at this time and they were
still working on the language of the Management Rights clause. It was not the City's intention
to eliminate the clause entirely, but they did not want Management Rights to hold up the entire
agreement. When pressed further about the Management Rights and At -Will clauses, Hauck
states that, in the two years she had been negotiating with UMPAPA, they had never brought it
up or passed a proposal deleting the language of either proposal. She apparently deduced from
these facts that there would be little opposition to the inclusion of the provisions going
forward. There is no evidence that she discussed this understanding with UMPAPA at any
point before the hearing, however.
The Seventeenth Negotiating Session
The parties met again on April 5, 2016. Hauck wanted to focus on the issues where the
parties still differed, though there was no discussion of non -economic issues at this meeting.
UMPAPA agreed to the City's proposed market adjustment in two allotments rather than three
as well as the City's last COLA proposal, but it still wanted retroactive pay for the titles that
overlapped with the unrepresented unit. (Charging Party Exhibit 59.) The parties then
returned to their on -going discussion of the proper benchmarks, especially for the Electrical
Engineer and Senior Resource Planner positions. UMPAPA was concerned that, as
negotiations continued to lag, the benchmarked positions in other agencies continued to receive
wage increases that were not reflected by the City's market study. It was at this time that
UMPAPA raised the issue of a one-year contract rather than a multi -year contract. The City
said it would take these concerns to the City Council on April 11, and proposed to meet again
on April 20.
27
The Eighteenth Bargaining Session
The parties met as planned on April 20, 2016, and the City presented it Proposal #7,
which it presented as a last, best, and final offer as to the economic proposals. (Charging Party
Exhibit 60.) This proposal offered a 4.5 percent salary increase, one-third/two-thirds market
adjustments, and increased pension contributions, contingent upon UMPAPA accepting the
City's health benefits proposal. The offer also proposed to eliminate the current Excess
Benefit and Individual Professional Development stipend in exchange for a Deferred
Compensation match Benefit up to $4,000. Additionally, the City would agree to: continue
merit increases; participate in LMC, including discussion of at -risk positions (not a reopener);
and discretionary signing bonuses for key positions. Finally, the City would incorporate by
reference the Management Compensation Plan MOA for any items not specifically negotiated
by UMPAPA. According to Hauck, incorporating the Management Compensation Plan into
the MOA was intended to address UMPAPA's concerns about aligning UMPAPA's positions
with similarly -titled positions in the unrepresented unit. The City did not anticipate that this
language would be a problem, since it had been present in the imposed terms. Again, there is
no evidence that Hauck explained this rationale at the table.
After the City's presentation, UMPAPA took a caucus to retrieve the referenced
Management Compensation Plan language that the City had made reference to but had not
provided. (Charging Party Exhibit 61.) One of the terms in the Management Compensation
Plan that had been an issue during UMPAPA's first round of negotiations in 2013 was the
provision providing that employees of the management group were "at -will." When they
returned from caucus, UMPAPA pointed out the "at -will" language would be illegal if applied
to the bargaining unit employees. This language states, in part:
28
O. AT -WILL STATUS
Certain Management and Professional Positions are designated as
having "at -will" employment status. Employees hired into "at -
will" positions shall have no constitutionally protected property
or other interest in their employment with the City.
Notwithstanding any provision in the Merit System Rules and
Regulations or any other City rule, policy or procedure, at -will
employees have no right to continued employment or pre -or post -
disciplinary due process and work at the will and pleasure of the
hiring authority (City Council, City Manager or Council -
Appointed Officer). Work for an at -will employee may be
eliminated and/or the employee may be terminated, or asked to
resign, at any time, with or without cause, upon notice to that
employee, and the employee may resign at any time upon written
notice to the hiring authority.
1. At -will Management & Professional positions.
Department heads hired after July 1, 2004 and prior to the date of
adoption of this plan were hired as at -will employees whose
terms of employment are specified by an employment contract
that includes a severance package.
Effective on the date of adoption of this plan, new employees
hired or promoted to department head, assistant department
director, and all other positions listed on Attachment B shall be
at -will employees.
At -will employees will be eligible for, and shall receive, all
regular benefits (i.e., health insurance, PERS contribution to the
extent paid by City, etc.) and vacation, sick leave, and
management leave as are generally provided to management
employees and described in this compensation plan, as amended
from time to time. At -will employees who are terminated or
asked to resign shall, upon execution of a release of all claims
against the City, be eligible for a severance payment equivalent to
four (4) weeks of salary and benefits, increasing after completion
of the first full year of service by one (1) week for every
completed year of service, up to a maximum of 12 weeks. For
example, an at -will employee who has completed six (6) years of
service would be eligible to receive ten (10) weeks of severance
(4 weeks plus 1 week for each year of service). No severance
shall be paid if the employee is terminated for serious
misconduct, involving abuse of his or her office or position,
including but not limited to waste, fraud, violation of the law
29
under color of authority, misappropriation of public resources,
violence, harassment or discrimination. If the employee is later
convicted of a crime involving such abuse of his or her position
the employee shall fully reimburse the City as set forth in
Government code section 53243.3.
At this point in their negotiations, Hauck had reached the extent of her authority for
economic proposals. UMPAPA had been pushing for a one-year contract out of concern for
pay parity. Hauck knew the City Council would not approve a one-year contract, however.
Because of this, she suggested that the parties consider bifurcating further negotiations. This
would mean that the parties would agree to the economic proposals that had been reached,
permitting the City to begin implementation of those economic proposals, while continuing to
meet and confer over the non -economic proposals.
Seven days later, on April 27, 2016, Lloyd sent an e-mail message to Hauck asking
whether there were any updates as to "bifurcation and compensation." (Charging Party
Exhibit 62.) In response, Hauck states,
The City management believes that we can proceed as we did
with the Police Management, but final approval on this needs to
come from Council. What the Council approved for Police
Management was a letter agreement on the economic terms that
included an agreement to resolve the economic terms within six
months of approval of the letter agreement on economic terms.
In the interim, the current terms and conditions that were imposed
in 2013, in addition to the economic terms in the letter agreement,
would continue until such time that the parties agree to MOA
language. In addition, the final increase set for July 1, 2017
would be conditioned on the parties agreement on MOA terms.
We think that we can proceed with the vote from UMPAPA and
also start the process of the MOA review. We have an initial
proposal on the MOA terms that we can distribute to you. There
are very few changes in language from the current terms and
conditions. Can we get a meeting on calendar to do this? My
only open day next week is on the 4th. If that doesn't work, then
maybe we can send it by e-mail and have a conference call to go
over.
30
In reliance upon this understanding, UMPAPA took the City's LBFO to a vote of its
members. The members approved the proposal and Lloyd reached out to Hauck and Blanch to
move forward with the bifurcation. (Charging Party Exhibit 63.)
The Nineteenth Bargaining Session
The parties met again on May 5, 2016, at which time the City presented a written draft
of the full MOA language with the City's proposed changes. (Charging Party Exhibit 66.) The
parties spent the majority of their meeting going over the language in this proposal. Hauck
stated that although the negotiating team had not gotten onto the agenda for the City Council's
last closed -session meeting, the Council had expressed concerns with the At -Will language.
The document provided to UMPAPA at this negotiating session includes the following At -Will
language:
ARTICLE XII — PROBATION AND AT WILL STATUS
Section 2 — At Will Status. Certain unit positions are designated
as having "at -will" employment status. Employees who hold at -
will positions shall have no constitutionally protected property or
other interest in their employment with the City.
Notwithstanding any provision in the Merit System Rules and
Regulations or any other City rule, policy or procedure, at -will
employees have no right or expectation to continued employment
or pre -or post -disciplinary due process and work at the will and
pleasure of the hiring authority. Work for an at -will employee
may be eliminated and/or the employee may be terminated, or
asked to resign, at any time, with or without cause, upon notice to
that employee, and the employee may resign at any time upon
written notice to the hiring authority.
Section 3 — At -will UMPAPA positions. Effective on the date of
adoption of this MOA, new employees hired or promoted to the
following classifications shall be at -will employees:
• Assistant Directors
31
• Engineering Manager
• Communications Manager
• Manager Electric Operations
• Manager Customer Service & Meter Reading
• Manager Utilities Marketing Services
• Manager Utilities Operations WGW
• Utilities Compliance Manager
[Alternatively: New employees hired or promoted into Assistant
Directors and Manager in this Unit]
(Brackets in original.) Additional language in this article included the provision of various
benefits to at -will employees and severance pay, similar to the version of the at -will language
that was first proposed on April 20, 2016. UMPAPA requested and was provided an electronic
copy of the proposed MOA edits.
The Twentieth (and Final) Bargaining Session
The parties met for their twentieth bargaining session on May 11, 2016, at which time
UMPAPA provided the City with a printout of its proposed MOA language. (Charging Party
Exhibit 68.) According to UMPAPA, most of its changes were non -controversial.
Nevertheless, UMPAPA acknowledges that it proposed to strike the numbered paragraphs
from the Management Rights clause, all of the At -Will language, and added a place -holder for
binding grievance arbitration, though it did not provide proposed language at this time.
Review of the document also establishes changes proposed to the provision calling for a
Market Study, in which UMPAPA makes a notation that it is "trying to balance having relevant
comparators with sufficient number of comparators." And that it may have different language
to suggest. The City informed UMPAPA that it would recommend bifurcation to the City
Council at its May 24 meeting. Hauck did not inform Lloyd that she believed UMPAPA's last
proposal was regressive or that it was made in bad faith. The parties agreed to meet again on
May 27.
32
On May 25, Hauck informed Lloyd that the City Council had been disturbed by the
removal of the At -Will language in UMPAPA's latest proposal, and that it had discussed
bifurcation during its closed session. Hauck informed Lloyd that written notice of the City
Council's decision would be made in writing.
Hauck's letter to Lloyd, dated May 26, 2016 (Charging Party Exhibit 69), states, in
part:
On May 12, 2016, the parties met again and UMPAPA provided
the City with a comprehensive counter proposal. Initially
UMPAPA proposed major changes to the previously agreed upon
economic items, including a demand that increases be retroactive
to May 23, 2016, even though UMPAPA members had already
voted for the increase to take effect the first pay period following
Council approval of the terms in open session. Next, UMPAPA
proposed that if any unit in the City receive any retroactive
increase, UMPAPA's initial increase would be retroactive to July
1, 2015. Ultimately, the next day, UMPAPA removed these
regressive proposals.
UMPAPA did, however, propose other significant non -economic
terms in this May 12, 2016 proposal. In addition to proposing to
completely eliminate the current term on at -will status for new
employees in certain high-level positions, UMPAPA proposed an
entirely new section on binding grievance arbitration. Further,
UMPAPA proposed that the market study, which the City had
already agreed to conduct in the final year of the contract, be
started no later than July 1, 2017, and include a mandate that
"acceptable comparator classifications from other agencies will
have at least the education requirements, licenses and the same
exempt status as the Association classification being compared
to."
In light of these significant and very late proposals from
UMPAPA, including major changes to the status quo terms, the
City cannot agree to bifurcate discussions on economic terms
from the non -economic terms. The City discussed bifurcation in
good faith, as the City was very forthcoming with UMPAPA
regarding any changes on non -economic terms. In contrast, it
appears UMPAPA tried to sever bifurcation without disclosing
the major changes to status quo terms that it now proposes.
Accordingly, the City does not agree to bifurcate the negotiations
33
on the MOA from the economic terms. The City will not move
forward with obtaining Council adoption of the negotiated
economic terms until the parties have agreed upon language for
the entire MOA.
At the next negotiations, the City will provide a response to
UMPAPA's current proposal on the MOA terms.
Midday on May 27, Hauck emailed Lloyd to confirm whether the parties were going to
meet that day or reschedule their meeting for another day. (Charging Party Exhibit 70.) At
7:36 that evening, Lloyd sent Hauck a lengthy e-mail message informing her, among other
things, that UMPAPA believed the City had acted and was acting in bad faith, and that
UMPAPA would not participate in any further negotiations until it had resolved the alleged
unfair practices regarding bad faith bargaining. (Charging Party Exhibit 71.) As noted above,
this charge was filed on August 22, 2016, approximately three months after the last bargaining
session.
ISSUE
Did the City unlawfully fail to meet and confer in good faith?
CONCLUSIONS OF LAW
I. The Parties' Stipulation and PERB's Jurisdiction
The Charging Party's name, "Utilities Management and Professional Association of
Palo Alto," gives an impression that the organization includes both "management" and
"professional" employees. It is for this reason that I inquired of the parties whether some or all
of the positions in the bargaining unit were beyond PERB's jurisdictional reach as
"management" employees. During an off-the-record conversation that was later summarized
on the record, the parties reached the following stipulation:
34
Mr. Davis: .. .I think we have to make sure we have on the record
something that we talked about off the record with respect to this
being a professional group and the City is waiving any contention
that PERB doesn't have jurisdiction.
Mr. Shiners: We'll stipulate that PERB has jurisdiction over the
unit because it includes professional employees.
Several of the statutes administered by PERB contain explicit exclusions. The Ralph C.
Dills Act excludes managerial, confidential, and supervisory employees, among others, from
its definition of "state employee." (Gov. Code, § 3513, subd. (c).) The Educational
Employment Relations Act (EERA)7 excludes elected officials as well as management and
confidential employees from its definition of "public school employee." (Gov. Code, § 3540.1,
subd. 0).) Higher Education Employer -Employee Relations Act (HEERA)8 excludes, among
others, managerial and confidential employees from its definition of "higher education
employee." (Gov. Code, § 3562, subd. (e).) And, finally, the MMBA excludes elected
officials, and officials appointed by the Governor from its definition of "public employee."
(Gov. Code, §3501, subd. (d).) Notably, the MMBA does not exclude managers or
confidential employees from the Act's coverage. It does, however, prohibit PERB from
exercising its authority over employees designated as management.
MMBA section 3507.5 states:
3507.5. Designation of management and confidential
employees of public agency
In addition to those rules and regulations a public agency may
adopt pursuant to and in the same manner as in Section 3507, any
such agency may adopt reasonable rules and regulations providing
for designation of the management and confidential employees of
the public agency and restricting such employees from
7 EERA is codified at Government Code section 3540 et seq.
8 HEERA is codified at Government Code section 3560 et seq.
35
representing any employee organization, which represents other
employees of the public agency, on matters within the scope of
representation. Except as specifically provided otherwise in this
chapter, this section does not otherwise limit the right of
employees to be members of and to hold office in an employee
organization.
MMBA section 3509 states, in relevant part:
3509. Board; powers and duties; unfair practices;
rules; jurisdiction over employee organization actions
(a) The powers and duties of the board described in Section
3541.3 shall also apply, as appropriate, to this chapter and shall
include the authority as set forth in subdivisions (b) and (c).
Included among the appropriate powers of the board are the power
to order elections, to conduct any election the board orders, and to
adopt rules to apply in areas where a public agency has no rule.
(f) This section shall not apply to employees designated as
management employees under Section 3507.5.
Thus, PERB does not have authority to investigate unfair practice charges which apply
to employees designated as management employees under Section 3507.5. Nevertheless,
under analogous circumstances, PERB has exercised jurisdiction over so-called "mixed
bargaining units" that contained both peace officers and non -peace officer employees of a
public agency employer, despite the fact that PERB may lack jurisdiction over some of the
employees in the bargaining unit. (County of Santa Clara (2015) PERB Decision No. 2431-
M.) MMBA section 3511 expressly excludes peace officers from PERB's jurisdiction.
However, PERB held in County of Santa Clara, supra, PERB Decision No. 2431-M that the
statutory exclusion in 3511 applies only to charges brought by individual peace officers not
to charges brought by employee organizations that represent both peace officers and non -peace
officers. Thus, a statutory exclusion of a particular type of employee is not the same as a
statutory exclusion of the exclusive representative of that employee. I can think of no rationale
36
why the facts of this case would compel a different conclusion than the one reached by the
Board in County of Santa Clara, supra, PERB Decision No. 2431-M. Under this rationale,
PERB may exercise jurisdiction to investigate a charge that is brought by the exclusive
representative of an appropriate bargaining unit, even when that bargaining unit includes some
employees who may be excluded from PERB's jurisdictional reach.9
II. The Duty to Meet and Confer In Good Faith
A public agency violates section 3505 of the Act if it fails or refuses to meet and confer
in good faith with an exclusive representative on matters within the scope of representation.
The mandatory scope of bargaining upon which the parties must meet and confer in good faith
includes "all matters relating to employment conditions and employer -employee relations,
including, but not limited to, wages, hours, and other terms and conditions of employment,
except, however, that the scope of representation shall not include consideration of the merits,
necessity or organization of any service or activity provided by law or executive order." (Gov.
Code, § 3504.) Both parties have a duty to meet and confer promptly upon request by the other
party about mandatory subjects. (Gov. Code, § 3505.)
In most cases of an alleged failure to bargain in good faith, the Respondent's conduct
will be examined under a totality of circumstances test. (Alhambra City and High School
Districts (1986) PERB Decision No. 560.)10 In some cases, however, evidence of bad faith in
9 My exercise of jurisdiction in this case is premised on the understanding that at least
some of the employees in the bargaining unit are not excluded management employees —an
understanding that is implicit in the parties' stipulation that the bargaining unit "includes
professional employees."
10 When interpreting the MMBA, it is appropriate to take guidance from cases
interpreting the National Labor Relations Act (NLRA) and other California labor relations
statutes with parallel provisions. (Fire Fighters Union v. City of Vallejo (1974) 12 Ca1.3d 608;
Santa Clara Valley Water District (2013) PERB Decision No. 2349-M.)
37
a surface bargaining charge will include conduct that gives rise to a per se violation of the duty
to meet and confer. In such cases, the per se allegations should be analyzed both in their own
right and as evidence in support of the surface bargaining allegation. (Fresno County In -Home
Supportive Services Public Authority (2015) PERB Decision No. 2418-M.) Charging Party
argues in its closing brief that "some" of Respondent's actions during the course of these
negotiations constitute per se violations of the duty to meet and confer in good faith.
A. Per Se Violations of the Duty to Meet and Confer in Good Faith
PERB and the National Labor Relations Board (NLRB) recognize that there are some
actions that are so damaging to the bargaining relationship that they constitute per se violations
of the duty to meet and confer in good faith. The per se categories include: (1) an outright
refusal to bargain; (2) refusal to provide information necessary and relevant to the employee
organization's duty to represent bargaining unit employees; (3) insistence to impasse on a non -
mandatory subject of bargaining; (4) bypassing the employee organization's negotiators; and
(5) implementation of a unilateral change in working conditions without notice andan
opportunity to bargain. Where a per se violation is alleged, the test does not include a
determination of the employer's subjective intent. (Regents of the University of California
(1996) PERB Decision No. 1157-H.)
The Complaint does not identify any per se violations. However, in its closing brief,
UMPAPA asserts that the City failed on two occasions to provide information in response to a
direct request, and in that manner, has violated its duty to meet and confer in good faith.
PERB will consider an unalleged violation if the following requirements are met: (1) adequate
notice and opportunity to defend has been provided to the respondent; (2) the conduct is
intimately related -to the subject matter of the complaint and part of the same course of
38
conduct; (3) the unalleged violation has been fully litigated; and (4) the parties have had the
opportunity to examine and be cross examined on the issue. (Fresno County Superior Court
(2008) PERB Decision No. 1942-C; Tahoe -Truckee Unified School District (1988) PERB
Decision No. 668; Eureka City School District (1985) PERB Decision No. 481.) Absent any
of these requirements, PERB will not consider the unalleged violation. (Tahoe -Truckee
Unified School District, supra, PERB Decision No. 668.)
1. A Refusal to Provide Necessary and Relevant Information Is a Per Se
Violation of the MMBA.
Davis made a request for information on February 10, 2016. Lloyd recalled that the
parties were discussing the City's fourth proposal and UMPAPA was testing the City's claim
that the economy might be heading into another recession. Hauck apparently raised this
concern in response to UMPAPA's insistence that the City set salaries above the median range
on the survey as well as that the City address the disparity between the senior electrical
engineer on the one hand and the senior water, gas, and wastewater engineers on the other
hand. In its closing brief, UMPAPA characterized this exchange as a request for a "financial
report that would support the City's claim" that the City "was going to have financial
problems." In reality, the request was more amorphous, boiling down to a demand to know the
basis for the City's claim that it couldn't afford to pay higher salaries. Despite being a little
fuzzy around the edges, Hauck acknowledged in her testimony that she understood that Davis
wanted to know the factual basis for her assertions and that he sought additional information
from her.
Davis made a second information request during the next bargaining session on
March 2, 2016. During this bargaining session, the parties were focusing on the Senior
39
Resource Planner position. The City had chosen to use a benchmark from the city of Santa
Clara, but during the interim, Santa Clara had increased the salary for its Senior Resource
Planner, so the City was actually benchmarking against an outdated and undervalued position.
When UMPAPA raised this concern, Hauck's response was that they couldn't keep chasing the
market. At this point, Davis asked Hauck for the City's bond ratings. Hauck did not testify
about this exchange between her and Davis, so it is impossible to determine with certainty
whether she heard and understood the request at the time that it was made, and if so, why she
did not respond to it.
With regard to the alleged failures to provide information in response to UMPAPA's
asserted requests, I find that all the requirements of an unalleged violation have been met.
UMPAPA asserted both of these alleged breaches in its unfair practice charge, but the
allegations were not included in the complaint, and were not dismissed by the Office of the
General Counsel. Thus, the allegations are timely, and the City was provided adequate notice
of the allegations. (See Fresno County Superior Court, supra, PERB Decision No. 1942-C,
and Anaheim Union High School District (2015) PERB Decision No. 2434.) Because the
complaint alleges surface bargaining, all the parties' conduct during the course of negotiations
is relevant and related to the subject matter of the complaint. And finally, Davis questioned
both Lloyd and Hauck about the February 2016 request for verification of the City's recession
concerns, and questioned Lloyd about the March 2016 request for the City's bond rating. I
credit Lloyd's testimony that Davis sought the City's bond rating during the March 2, 2016
negotiation session. Lloyd testified that Hauck was present during both of these negotiation
sessions, yet the City's attorney did not address either of these alleged requests for information
in his questioning of Lloyd or Hauck, despite having had the opportunity to do so.
40
Once a good faith demand is made for relevant information, it must be made available
promptly and in useful form. Unreasonable delay in providing requested information is
tantamount to a failure to negotiate in good faith. (Chula Vista City School District (1990)
PERB Decision No. 834.) Even if an employer questions the relevancy of material sought by
the exclusive representative, the employer has a burden to make its challenge in a timely
manner. An employer cannot simply refuse to provide information or ignore a request. (Ibid.)
Given the weight of the evidence in this case, I find that UMPAPA did make two
requests for information the first on February 10, 2016, for any reports on which the City
based its belief that a recession was imminent, and the second on March 2, 2016, for the City's
bond rating —and that the City failed to provide any response to these requests or a reason why
it could not provide the information. Thus, the City breached its duty to meet and confer in
good faith by failing to make timely responses to UMPAPA's requests for information.
2. Merely Proposing Terms that Might be Deemed Illegal is Not, Per Se, a
Violation of the MMBA.
In a second, less concrete theory, UMPAPA appears to assert that the mere proposal of
terms that it believes to be "illegal" is a per se violation of the statute. Notably, the parties
acknowledge that there has been no declaration of impasse and, therefore, there has been no
insistence to impasse on any of the proposals. UMPAPA argues that the City's "At -Will"
proposal was illegal on its face and, had it agreed to the proposal, would have exposed
UMPAPA to liability for bargaining away its members constitutional rights. UMPAPA's
concerns are based on the following proposed language:
Certain Management and Professional Positions are designated as
having "at -will" employment status. Employees hired into "at -
will" positions shall not have constitutionally protected property
or other interest in their employment with the City.
41
Notwithstanding any provision in the Merit System Rules and
Regulation or any other City rule, policy or procedure, at -will
employees have no right to continued employment or pre- or
post -disciplinary due process and work at the will and pleasure of
the hiring authority (City Council, City Manager or Council -
Appointed Officer). Work for an at -will employee may be
eliminated and/or the employee may be terminated, or asked to
resign, at any time, with or without cause, upon notice to that
employee, and the employee may resign at any time upon written
notice to the hiring authority.
Discipline is a mandatory subject of bargaining. (San Bernardino City Unified School
District (1982) PERB Decision No. 255.) Rules of conduct that expose employees to
discipline are mandatory subjects of bargaining. (Rio Hondo Community College District
(2013) PERB Decision No. 2313.) And, the inclusion of a probationary period and the
conditions of probation are mandatory subjects of bargaining. (Oliver Corp. (1967) 162 NLRB
813.) Because the City's "At -Will" proposal relates to both discipline and probation, I find
that it is a mandatory subject of bargaining.
The NLRB has reasoned that one party's attempt, through the negotiating process, to
win unilateral discretion over a mandatory subject is not bad faith in itself. (NLRB v.
McClatchy Newspapers, Inc. (D.C. Cir. 1992) 964 F.2d 1153, 1157 (McClatchy).) In the face
of such a proposal, either party is entitled to agree or not agree, and the proposal need not be
withdrawn prior to a finding of good faith impasse. (Ibid.) However, when a last, best, and
fmal offer includes a proposal of this nature, it is treated as an exception to the impasse rule
permitting the employer to impose terms and conditions reasonably included in its last, best,
and final offer. Thus, while an employer need not withdraw this type of proposal prior to a
declaration of impasse, it may not impose a proposal which gives it unilateral discretion over a
mandatory subject. PERB adopted the McClatchy rule in Los Angeles Unified School District
(2013) PERB Decision No. 2326. Through the At -Will proposal, the City seeks to exercise
42
complete and unfettered discretion over all disciplinary matters for employees in certain
designated positions.
In NLRB v. American Nat. Ins. Co. (1952) 343 U.S. 395, the NLRB found that the
employer's insistence upon the inclusion of a management functions clause in the collective
bargaining agreement that gave the employer unfettered discretion over hiring, promotion,
discharge, discipline, and scheduling, as well as excluding those matters from the grievance
and arbitration provisions, was per se unlawful. The Court of Appeal disagreed with the
NLRB, finding instead that, because the subject matter of the provision was not illegal,
forbidden, or prohibited, the employer had a right to insist upon its inclusion in the agreement.
Focusing heavily on the fact that management functions clauses were within the scope
of negotiations generally, the Supreme Court agreed with the Court of Appeal that no per se
violation had occurred as a result of the employer's insistence upon the inclusion of this
provision. The Court states,
Accordingly, we reject the Board's holding that bargaining for
the management functions clause proposed by respondent was,
per se, an unfair labor practice. Any fears the Board may
entertain that use of management functions clauses will lead to
evasion of an employer's duty to bargain collectively as to `rates
of pay, wages, hours and conditions of employment' do not
justify condemning all bargaining for management functions
clauses covering any `condition of employment' as per se
violations of the Act. The duty to bargain collectively is to be
enforced by application of the good faith bargaining standards of
Section 8(d) to the facts of each case rather than by prohibiting
all employers in every industry from bargaining for management
functions clauses altogether.
(NLRB v. American Nat. Ins. Co., supra, 343 U.S. 395, 409.)
A decade later, the NLRB was faced with another allegation that an employer's
proposal regarding a mandatory subject of bargaining was, per se, a violation of the Act. The
43
proposal in Bethlehem Steel Co. (Boston, Mass.) (1961) 133 NLRB 1400 (Bethlehem Steel),
involved changes to the grievance procedure such that all grievances would be required to
contain the signature of the individual employee on whose behalf the grievance was filed. In
Bethlehem Steel, the NLRB held that a provision that would require an employee signature on
every grievance was the equivalent of demanding proof of the union's authority to represent its
employees every time it asserted their rights under the contract a condition precedent that
was "flatly inconsistent with recognition of the union as [their] bargaining representative."
(Bethlehem Steel, supra, 133 NLRB 1400, 1410.)
In Bethlehem Steel, supra, 133 NLRB 1400, the parties had been meeting and
conferring for some time before the grievance proposal became an issue, though there is some
evidence that suggests the parties might have identified it as a sticking point in a prior round of
negotiations. The Trial Examiner was unpersuaded that a per se violation had occurred
because he could not know "whether [the union's] legal objection to the [proposals] was a
serious attempt to avoid those clauses or instead a technical blind used indirectly to achieve
elimination of other management prerogatives sought by the Company." In finding no
violation on this basis, the Trial Examiner stated,
The fact still remains that all that has happened thus far in this
case is that the Respondent proposed these changes, heard
Goldman's criticism, and adhered to its position. It went no
further; it did not put its proposed conditions of employment into
effect. There has therefore been no action taken by the Company
which, in consequence of any unfair labor practice finding that
might be made, it could be required to undo to restore the status
quo. All it did was disagree with the union negotiators.
(Bethlehem Steel, supra, 133 NLRB 1400, 1414.)
The NLRB stressed that while a party was prohibited from insisting to impasse upon
the inclusion of a permissive subject, absent a declaration of impasse, the point at which a
44
party's insistence became unlawful was "difficult to define precisely for all cases." Indeed,
this was a matter of line -drawing, and the NLRB took into consideration factors like the stage
at which the parties were in the bargaining process, and whether the proponent of the language
made it clear that no agreement would be entered into unless the clause was included.
In an example from the public sector, the Amalgamated Association of Street, Electric
Railway and Motor Coach Employees of America brought suit against the Transit Authority of
the City of Sacramento, seeking a declaratory judgment that it was legal for the parties to
include an impasse arbitration clause in their agreement. (Wilson v. Transit Authority of City
of Sacramento (1962) 199 Ca1.App.2d 716.)11 At the time of the suit, the parties' collective
bargaining agreement did not contain an interest arbitration clause because the City insisted
that such clause would be illegal. The Superior Court upheld the city's demurrer and the union
appealed. The appellate court found that there was no justiciable controversy because the
parties had not included the disputed language in their contract. The court summarized the
facts as follows:
...it appears that plaintiffs, after bargaining collectively, have in
successive previous years entered into written contracts with
defendant Transit Authority as to hours, wages and working
conditions, and that such a contract was in full force and effect at
the time of the filing of said complaint. No allegation was made
in the complaint that there was at the time of the filing of said
action any unsettled grievance or other controversy pending
under the existing contract, and relating to the rights and duties of
the parties thereto. On the contrary, the alleged difficulty
concerned a provision not in the contract, and about the legality
of which there was a difference of opinion among counsel. We
11 In this case, the parties were not under a statutory obligation to meet and confer and
had voluntarily met and conferred over terms and conditions of employment for employees
who were excluded from the city's civil service system.
45
find the following language in Conroy v. Civil Service Com.,
supra, page 454, [12] specifically applicable:
.. What was really sought was an advisory opinion applying to
all 1,300 members, generally, without regard to any acute,
specific or pending controversy, so that there would be available
and ready for use in any dispute arising in the future a judicial
interpretation" —or, in other words, an advisory opinion on a
question of law.
(Wilson v. Transit Authority of City of Sacramento, supra, 199 Ca1.App.2d 716, 724-725.) The
appellate court agreed with the superior court that "the declaratory judgment sought would be
purely advisory on a question of law, and in no way would be obligatory upon the parties in
future negotiations." (Id. at 726.)
Similarly, in San Bernardino Public Employees Assn. v. City of Fontana (1998) 67
Cal.App.4th 1215, the union sought a ruling preventing the city from reducing or eliminating
pension benefits unless comparable benefits were provided in their stead. At the time it sought
the order, there had been no agreement either to eliminate or modify those benefits. The
appellate court held that the issue was not ripe for review and that when the trial court decided
the issue, it had issued an advisory opinion. (Id., at 1226-1227.)
I have not found any PERB case that would definitively resolve the question whether a
per se violation of the statute may be found solely on the basis of the content of a proposal,
when no declaration of impasse has been made and the proponent of the provision has not
unilaterally implemented the provision. And, without foreclosing the possibility that
circumstances could arise where a proposal is so offensive and patently illegal that its mere
proposal could constitute a per se violation of the statute, I specifically and expressly decline
12 Conroy v. Civil Service Commission of City and County of San Francisco (1946) 75
Ca1.App.2d 450.
46
the invitation to find the At -Will proposal in this case amounts to a per se violation of the
MMBA.
The parties have not reached impasse in their negotiations, and there is no evidence that
the City has implemented the At -Will provision at this time. A declaration of impasse or
imposition of terms would provide a bright line that is conspicuously absent from these facts.
A declaration of impasse carries with it certain legal implications after the declaration of
impasse, an employer is free to implement its last, best, and final offer, subject to certain
restrictions. Terms that are deemed illegal after impasse may not be implemented as part of an
employer's LBFO, but legal terms may be implemented. By choosing not to declare impasse,
yet pursue a claim that the At -Will proposal is per se unlawful, UMPAPA is hedging its bets
by attempting to get its ruling while avoiding, or at least, delaying imposition of the proposal
in the event that it is deemed lawful.
Notably, where the court found a contract provision was "illegal," it did so after
agreement had been reached or impasse had been declared. (See, for example, NLRB v. Amer.
Nat. Ins. Co., supra, 343 U.S. 395, [parties agreed to a "management functions clause" that
rendered discipline and work schedules non -arbitrable]; NLRB v. Wooster Div. of Borg-Warner
Corp. (1958) 356 U.S. 342, [union agreed to a contract that contained an illegal ballot measure
and an illegal recognition clause]; NLRB v. National Maritime Union (2d Cir. 1949) 175 F.2d
686, [employer agreed to a contract that contained a clause requiring the employer to
discriminate in favor of union members]; and Board of Education v. Round Valley Teachers
Association (1996) 13 Ca1.4th 269, [the parties adopted a contract containing provisions that
violated the California Education Code].)
47
What I glean from the cases cited above is that, prior to some outward conduct
demonstrating that the parties understood the proposal to be fixed as to its terms, the issue is
not yet ripe for consideration. "A controversy becomes `ripe' once it reaches, but has not
passed, the point that the facts have sufficiently congealed to permit an intelligent and useful
decision to be made." (City of Santa Monica v. Stewart (2005) 126 Ca1.App.4th 43, 59,
internal citation and punctuation omitted.) Courts will not consider an action that is not
founded on an actual controversy that has been brought for the purpose of securing a
determination on a point of law. (Golden Gate Bridge Dist. v. Felt (1931) 214 Cal. 308.)
It is an exercise in futility and a misuse of PERB's limited resources to rule on the
legality of a single proposal before the parties have concluded their bargaining either in
impasse or a signed agreement. As discussed in the cases above, to opine whether a particular
proposal would be illegal if it were incorporated into a collective bargaining agreement
amounts to a premature advisory opinion for the simple reason that the terms of a proposal are
not yet fixed until some action has been taken thereon either impasse, agreement or unilateral
imposition.
Even assuming a violation were found, an attempt by PERB to fashion a remedy for
one party's having made an illegal proposal would impermissibly interfere with the parties'
negotiation process. The typical remedies for a failure to meet and confer are a cease and
desist and order to bargain. (Mt. Diablo Unified School District (1984) PERB Decision
No. 373b.) Presumably, the remedy for proposing something distasteful is to order the parties
to resume bargaining. And, because discipline is a matter within scope, ordering the City to
resume bargaining about discipline but not to include the particular At -Will proposal in dispute
is essentially an order for the City to bargain against itself by retreating from its position
48
without any corresponding concession from UMPAPA. In pointing this out, I am not
unmindful of the relative disparity in bargaining power between the parties, but I am highly
conscious of the fact that PERB's role is merely to ensure that both parties come to the table in
good faith. "[T]he Board may not, either directly or indirectly, compel concessions or
otherwise sit in judgment upon the substantive terms of collective bargaining agreements."
(NLRB v. American Nat. Ins. Co., supra,343 U.S. 395, 404.)13 Accordingly, I decline to find a
per se violation of the duty to meet and confer in good faith on the basis that Respondent
proposed terms that could, if adopted, be deemed illegal.
B. Surface Bargaining and the Totality of Circumstances
The indicia of surface bargaining are many. PERB has held it is the essence of surface
bargaining that a party goes through the motions of negotiations, but in fact is weaving
otherwise unobjectionable conduct into an entangling fabric to delay or prevent agreement.
(Muroc Unified School District (1978) PERB Decision No. 80.) Surface bargaining allegations
must be determined from an examination of the "totality of circumstances" or "entire course of
conduct" in which the negotiations took place. (City of San Jose (2013) PERB Decision No.
2341-M.) This test looks to the entire course of negotiations, including the parties' conduct at
and away from the bargaining table, to determine whether a party has negotiated with the
requisite subjective intention of reaching an agreement. (Ibid.; Pajaro Valley Unified School
District (1978) PERB Decision No. 51.)
Various kinds of conduct may be evidence of bad faith. Entering negotiations with a
"take -it -or -leave -it" attitude evidences a failure of the duty to bargain because it amounts to
13 In City of Santa Monica v. Stewart, supra, 126 Ca1.App.4th 43, at fn. 15, the court
noted that, "[t]o a slightly lesser extent, the policy also recognizes that parties seeking advisory
opinions often attempt to manipulate the legal process for their own purposes."
49
merely going through the motions of negotiations. (General Electric Co. (1964) 150 NLRB
192, 194, enf. 418 F.2d 736.) Recalcitrance in the scheduling of meetings is evidence of
manipulation to delay and obstruct a timely agreement. (Oakland Unified School District
(1983) PERB Decision No. 326.) Dilatory and evasive tactics including canceling meetings or
failing to prepare for meetings is evidence of bad faith. (Ibid.) Conditioning agreement on
economic matters upon prior agreement on non -economic subjects is evidence of an
unwillingness to engage in a give-and-take. (State of California (Department of Personnel
Administration) (1998) PERB Decision No. 1249-S.)
Other factors that have been held to be evidence of surface bargaining include:
negotiator's lack of authority which delays and thwarts the bargaining process (Stockton
Unified School District (1980) PERB Decision No. 143); insistence on ground rules before
negotiating substantive issues (San Ysidro School District (1980) PERB Decision No. 134);
and reneging on tentative agreements the parties already have made (Charter Oak Unified
School District (1991) PERB Decision No. 873; Stockton Unified School District, supra;
Placerville Union School District (1978) PERB Decision No. 69).
The ultimate question raised in every surface bargaining case is whether the
respondent's conduct, when viewed in its totality, was sufficiently egregious to frustrate
negotiations. (City of San Jose, supra, PERB Decision No. 2341-M.) Both PERB and the
NLRB reject the application of rigid formulas or tests when reviewing the totality of a party's
negotiating conduct to determine whether its intention was to frustrate those negotiations. (See
City of San Jose, supra, PERB Decision No. 2341-M and General Electric Co. (New York,
N19, supra, 150 NLRB 192, respectively.) In most cases, however, more than one indicia of
50
bad faith is required before PERB will find a violation. (City of San Jose, supra, PERB
Decision No. 2341-M.)
1. Predictably Unacceptable Offer
UMPAPA asserts that the At -Will language in the Management Compensation Plan
was predictably unacceptable. An employer's rigid adherence to a proposal that is predictably
unacceptable is indicia of surface bargaining where its purpose is simply to frustrate bargaining
and undermine the statutory representative. (Ampersand Publishing, LLC (2012) 358 NLRB
1415 (Ampersand Publishing), and cases cited therein.) In labeling a proposal "predictably
unacceptable," the NLRB looks not only to the language of the particular proposal, but will
focus on the purpose behind the proposal and any defense to the proposal. And, if the
employer's position may be deemed genuine and its beliefs sincerely held, no violation will be
found. (Ibid. See also Pease Co. v. NLRB (9th Cir. 1981) 666 F.2d 1044.) The NLRB tests
this theory by identifying the relevant proposal and considering its
mpact as a whole on
employee rights. (Ampersand Publishing, supra, 358 NLRB 1415, 1498.) An inference of bad
faith bargaining is appropriate when the employer's proposals, taken as a whole, would leave
the union and the employees it represents with substantially fewer rights and less protection
than provided by law without a contract, thus stripping the union of any meaningful
representation of its members. (Ibid.)
In Ampersand Publishing, the employer made and rigidly adhered to a number of
proposals that were designed to preserve the terms and conditions that the unit employees had
before they were organized. Among the proposals made by the employer was a broad
management rights proposal that included "such rights [as] existed prior to the time any Union
became the statutory bargaining representative of the .. . employees..." The employer stated
51
that the purpose of the management rights clause was to set out subject matters on which
management had the right to act unilaterally, without bargaining, during the term of the
agreement. The employer's discipline and discharge proposal contained language affirming its
at -will policy and reserving the right to discipline or discharge employees for "disloyalty," and
"failureto meet the productivity standards of the employer." The parties engaged in a number
of bargaining sessions, during which the union repeatedly objected to and challenged the
employer's proposed language. After scrutinizing the parties' proposals and finding that
"Respondent was wedded to regaining control over decision making by obtaining the Union's
waiver through the quoted contract language of its representation rights for the life of the
contract and beyond," the NLRB found that the totality of circumstances:
. . . does not look like the conduct of an employer sincerely
attempting to reach agreement, but rather is evidence that it is not
seeking to bargain in good faith.
(Ampersand Publishing, supra, 358 NLRB 1415, 1500.)
PERB has generally adopted the concept that a predictably unacceptable proposal is
evidence of surface bargaining. In Oakland Unified School District, supra, PERB Decision
No. 326, PERB found that an offer that closely followed Education Code requirements was
evidence of bad faith when viewed in the context of the negotiating process the employer had
made incremental concessions from the statutory minimum and insisted on a package proposal
with a deadline for acceptance. In San Bernardino City Unified School District (1998) PERB
Decision No. 1270, PERB adopted the ALJ's finding that a proposal to delete a union security
clause, which was made without explanation or prelude, was predictably unacceptable. PERB
found that the employer intended the proposal to be unacceptable, as evidenced by the
employer's failure to provide any legitimate reason for making it in the first place.
52
Applying these standards here, I look first to whether the At -Will proposal was
predictably unacceptable that is, whether its purpose is to undermine the statutory
representative. Next, I look to whether the proposal amounts to surface bargaining: a
predictably unacceptable offer amounts to surface bargaining if it frustrated agreement and
foreclosed future negotiations.
a. The At -Will Proposal Was Predictably Unacceptable
What little testimony there was about the negotiations that occurred in 2011-2013 came
exclusively from UMPAPA's only witness. Nevertheless, both parties acknowledge that
between the arbitrator's decision in 2011 and April 30, 2013, the parties met and conferred 27
times without reaching agreement. The same At -Will and Management Rights proposals that
were made during the 2014-2016 negotiations were discussed during the first round of
negotiations. On September 4, 2012, in the midst of the first round of negotiations, the City
changed its merit rules by specifying that "classifications at the department head, assistant
director, deputy director and division manager levels" were "at -will."
Although labeled a "Revision" to the "Rules Related to Probationary Periods," it is not
clear from the text of the resolution what exactly was being revised. And, because it is unclear
what, if anything, was "revised" by the resolutions adopted in September 2012, it is likewise
unclear whether the At -Will proposal in November was an attempt by the City to maintain
working conditions at pre-UMPAPA levels or to regress to fewer rights than employees had
before they organized. In either case, the timing of these events tends to demonstrate that,
since it was formed, the City has taken steps to prevent UMPAPA from bargaining and
achieving any kind of job security for bargaining unit members. At best, the City's efforts
were focused on maintaining pre -organizational terms and conditions of employment for
53
bargaining unit members. At worst, the City was attempting to ensure that it was all but
impossible for UMPAPA to succeed in improving working conditions for its members, because
it never intended to relinquish any control over issues like discipline, work rules, work
assignments, attendance standards, and work schedules.
I do not reach these conclusions by conjecture alone. I reach them after reviewing all
the facts of the case, including the City's own justification for the changes it made to its Merit
Rules. As stated in the City's 2012 Staff Report, steady employment and generous pension
and health benefits was no longer a price the City was willing to pay for what it perceived to be
narrowly focused jobs carried out with pleasant and courteous service. The City also stated
that the Management and Professional employees who were unrepresented were leading the
way to assist the City in achieving cost savings by forgoing raises, capping their health
benefits, and changing the eligibility requirements for retiree medical benefits. By negative
implication, UMPAPA, which had just been recognized as the exclusive representative of the
Utilities Management and Professional employees, was not leading the way to assist the City in
achieving cost savings.
For its part, UMPAPA appeared less eager for its members to serve as an example of
self-sacrifice for the greater good. And, as the exclusive representative of the bargaining unit,
UMPAPA had a duty to advocate for the best working conditions possible for its members, not
to agree to concessions simply to fit the City's narrative. The timing of these events also
establishes that it was likely that the City was aware that some of its employees were not so
enamored with its policy of self-sacrifice for the greater good. And, as UMPAPA attempted to
point out to the City repeatedly, the problem with the City's approach was that the private
sector actually paid employees much more than the City. So if the City was truly attempting to
54
model a private sector approach to services by modeling private sector employment practices,
it was missing the mark.
In Ampersand Publishing, the NLRB ultimately found that an employer's position was
not taken in good faith if the proposal, taken as a whole, would leave the union and the
employees it represents with substantially fewer rights and less protection than provided by
law without a contract, thus stripping the union of any meaningful representation of its
members. Even without a contract, a union has the right to demand to meet and confer over
any changes to employees' working conditions. The At -Will and Management Rights clauses
proposed by the City in this case would deny UMPAPA the right to protest most changes to
working conditions and all employee discipline. Under the standard adopted by the NLRB,
such proposals give rise to an inference of bad faith. Even assuming the City were to argue
that there is nothing inherently unacceptable about an employer's attempt to severely limit the
bargaining power of a newly -formed union before it reaches an initial bargaining agreement,
under the circumstances presented here, I find a strong inference that the At -Will and
Management Rights proposals were made with the intention of undermining UMPAPA's
position as the exclusive representative of the Utilities Management and Professional
employees. It is for all of these reasons that I find that the City knew or should have known
that the at -will proposal and management rights proposals were predictably unacceptable when
they were made.
b. The At -Will Clause Frustrated Agreement
The language proposed in the 2016 version of the at -will provision is identical to the
language that was proposed and rejected in 2012. Though there is some debate over whether
UMPAPA actually agreed to this language in 2012, it is clear that UMPAPA was at one time
55
willing to consider the proposal in exchange for severance pay for positions designated as at-
will.14 By 2016, however, UMPAPA's position had evolved and it was no longer willing to
consider the At -Will language at any cost.
I also note that the City's reaction to UMPAPA's proposed removal of the At -Will
language was exaggerated and seems calculated to foreclose additional discussion. When
UMPAPA proposed that the At -Will language be removed entirely, the City reacted by taking
bifurcation off the table. Bifurcation was proposed by the City in acknowledgment that, with
the salary survey data locked in place, the longer it took the parties to reach agreement and
actually implement salary increases, the more disparate UMPAPA's members' pay would
become in comparison with the comparators from the study. Because the City was not
interested in a one-year contract to address the parity concerns, and because the City refused to
consider retroactive pay increases, bifurcation would allow the pay increases to go into effect
while the parties continued to negotiate non -economic terms. When it gave its justification for
refusing bifurcation, in essence, the City stated that because it was now apparent that non-
economic negotiations would take longer than expected, it would not agree to bifurcation. In
other words, the City would only agree to bifurcation if UMPAPA was going to make quick
work agreeing on non -economic terms. If UMPAPA was going to put up a fight as to non -
t4 Charging Party's Exhibit 75 is a signed Tentative Agreement that contains the text of
Article XIII- Probation and At Will Status. Though signed by Russell Kamiyama for
UMPAPA and dated November 17, 2012, the copy provided contains a large "X" across the
entire page and a handwritten notation at the bottom that states, "Note: Severance pay remains
under negotiations notwithstanding this tentative agreement." The parties present different
interpretations of this document. Lloyd-Zanetti testified that UMPAPA's agreement to at -will
status was contingent upon an agreement to severance pay, and because no agreement was
reached as to severance, this TA never went into effect. In its closing brief, the City argues
that the parties agreed to at -will status, despite having never reached agreement on severance
pay, though it failed to present any evidence of that interpretation beyond the language of the
document itself.
56
economic terms, then bifurcation was off the table. Further negotiations over the At -Will and
Management Rights proposals would come at a premium.
It is impossible to know what internal discussions took place between the City Council
and its lead negotiator about the decision to remove bifurcation from the table because the
discussions occurred during a closed session meeting of the City Council. What is clear is that
the City did not offer a justification at the table for rescinding the bifurcation offer, and all
outward appearances give the impression that its decision was retaliatory for UMPAPA's
assertion of bargaining rights, giving rise to an inference of bad faith. In its closing brief, the
City claims that its failure to recommend bifurcation to the City Council was justified by the
fact that the circumstances under which bifurcation had been proposed, had changed. I have
difficulty accepting this justification as genuine. The City's original justification for
recommending bifurcation was as a compromise between the growing disparity in pay between
UMPAPA employees and the City's comparator agencies. UMPAPA proposed to address the
disparity by entering into a one-year agreement, and the City countered with bifurcation.
These conditions had not changed between the first time the City's negotiator proposed
bifurcation in lieu of a one-year agreement and the date of the City Council's meeting.
Accordingly, based on the totality of circumstances, I find that the City used the predictably
unacceptable At -Will proposal to frustrate future negotiations.
2. The City Caused Many Unexplained Delays in Bargaining
Neither the MMBA nor PERB case law establishes a timeline for negotiations. The
pace of parties' efforts varies widely, and the pace of an individual set of negotiations is
influenced by many factors. (University of California, Lawrence Livermore National
Laboratory (1995) PERB Decision No. 1119-H.) However, one party's recalcitrance in
57
responding to bargaining demands, delays in scheduling meetings, cancelling meetings,
arriving at meetings unprepared, or other "dilatory or evasive tactics," may be evidence of bad
faith under a surface bargaining analysis. (West Side Healthcare District (2010) PERB
Decision No. 2144-M.) Because reasonably expedient and efficient negotiations is an aspect
of the bargaining obligation under all the statutes that PERB enforces, when deciding whether
a party's delay tactics violate MMBA section 3505, the Board routinely relies upon cases
decided under other statutes. (See, for example, City of San Jose, supra, PERB Decision
No. 2341-M; and City & County of San Francisco (2007) PERB Decision No. 1890-M.)
The City argues that it only cancelled five bargaining sessions over the course of two
years, and therefore, did not unnecessarily delay the negotiations process. The City also points
out that UMPAPA cancelled two meetings —one because of a scheduling conflict and one in
response to the City's rescission of its offer to bifurcate negotiations. As part of the totality of
circumstances relevant to a surface bargaining charge, the Board may also consider the
Charging Party's own conduct, regardless of whether the respondent has filed a counter-
charge. (Fresno County In -Home Supportive Services Public Authority, supra, PERB Decision
No. 2418-M.) Numerous authorities hold that a party may not be heard to complain about the
pace or tenor of negotiations when the result may be attributed to its own conduct. (Ibid., and
authorities cited therein.)
Bad faith delays and recalcitrance may be found in conduct other than cancelled
bargaining sessions. I begin with the observation that negotiations have been ongoing for an
inordinately long period of time in this case. Whether you calculate the duration of
negotiations from 2011 when the parties first began negotiations, or from UMPAPA's January
58
2014 request to resume negotiations, the fact that the parties still have not reached an initial
agreement is shocking.
UMPAPA sought to resume negotiations in January 2014, and the parties immediately
agreed to postpone the start of those negotiations until April, when the City anticipated the
completion of a salary survey. Both parties considered this salary study to be crucial to
productive negotiations, and agreed that they could not begin to discuss salary until the study
was completed. For reasons unknown, that study was not completed until March 2015, a year
later. Although the parties met several times during the interim, these meetings were largely
unproductive and no actual proposals were exchanged. For fifteen months, the parties had no
productive negotiations because the City had no completed salary survey. And when, in early
April 2015, UMPAPA made its first proposal, the City did not respond with a counterproposal
until November 18, 2015, more than six months after the initial proposal. UMPAPA's second
proposal was made on December 15, 2015, approximately one month after the City's counter
proposal.
At this point, the pace of negotiations appeared to pick up a bit, as the parties began
meeting more regularly and exchanging proposals at the rate of one or two a month. For
example, the City's next proposal was made on January 13, 2016. UMPAPA presented its next
proposal approximately two weeks later, on January 26, 2016. Then came another City
proposal on February 10, 2016. After cancelling a meeting in late February, (one of the City's
acknowledged cancellations), the City made another proposal on March 2, 2016. Then came a
proposal from UMPAPA on March 14, followed by another City proposal on March 31. The
parties met and exchanged proposals twice in April before negotiations came to a halt over the
issue of the At -Will provision in early May 2016.
59
Despite the up -tempo pace, substantive movement during this period was incremental,
however. The parties had a very slow start, then discussed only economics for months,
appeared to gain some small momentum, then came to a screeching halt as soon as they began
to discuss non -economic issues. Throughout that slow start, the City provided no real
explanation for the delay in the salary survey: there was no explanation why in January 2014,
the survey was expected to take another three months to complete; no explanation why it
wasn't actually completed in April 2014 as anticipated; no detail provided as to what revisions
were needed in May 2014 and why; and no explanation why, in October 2014, the City hired a
new consultant to review the salary study, resulting in another five -month wait. Had any of
these delays been outside of the City's ability to control, it would presumably have an
explanation at the ready. While the City's silence on this issue is not absolutely damning, it is
suspicious given the high level of importance that both parties placed on the results of the
salary survey. Given its acknowledged importance, it is reasonable to expect that the City
would take any necessary steps to ensure the survey's timely completion. Yet there were
multiple, unexplained delays in the City's production of this critical report, and the City
appears to have been utterly nonchalant about producing a completed document for use in
these negotiations.
The City acknowledges having cancelled five bargaining sessions but argues that five
meetings over the course of "over two years" is not excessive, and that UMPAPA offered no
evidence that the reasons for the cancellations were pretextual. First, I note that the
acknowledged cancellations all occurred on top of the City's initial eight month delay between
UMPAPA's January 2014 demand to begin bargaining and the first bargaining session on
September 4, 2014—a fact that the City simply ignores.
60
The City's delays are troubling not for their number, necessarily, but for their rationale.
The City states that the April 21 delay was because the City wanted to be "fully prepared" for
the next meeting, and therefore, was not evidence of bad faith. The May 26 delay was for a
scheduling conflict, and the excuse for the February 2016 cancellation was again because the
City's bargaining team didn't have sufficient time to prepare. The City argues that these
cancellations were not made with any intent to delay or frustrate negotiations. Hauck
explained at the hearing that the City was busy during this time with negotiations with all its
bargaining units. But the duty to meet and confer in good faith requires more than the mere
absence of bad faith. A lack of preparedness and a failure by one party to take the bargaining
obligation seriously is evidence of bad faith. (See Oakland Unified School District, supra,
PERB Decision No. 326; Anaheim Union High School District, supra, PERB Decision
No. 2434.)
The City may not have acted affirmatively to kill negotiations with UMPAPA, but they
certainly neglected those negotiations severely. In this case, I do not view each of these
cancellations and delays in isolation, but as part of a pattern. What emerges is a picture in
which the City assigned little or no priority to negotiations with UMPAPA, and apparently
feared no serious consequence for its failure to meet and confer in a timely fashion. At best,
the City's conduct and attitude toward negotiations with UMPAPA demonstrate that the City
placed a low level of importance on these negotiations — prioritizing other tasks over
preparation for negotiations and bumping negotiations when conflicts arose. That the parties
have been in negotiations since 2011 with no agreement is outrageous. That the City continued
to approach negotiations with UMPAPA with no sense of urgency after several years of
painfully slow progress gives rise to a strong inference of bad faith.
61
3. The City Negotiator's Lack of Authority
Although UMPAPA did not assert a lack of authority as an indication of surface
bargaining, I note that Hauck's lack of authority on several occasions caused delays or limited
the efficacy of the parties' bargaining session. For example, negotiations began in earnest in
September 2014. At that time, UMPAPA made an extensive presentation at this first
negotiating session, but no proposals were exchanged. Almost nine months after UMPAPA's
demand to bargain, Hauck acknowledged that she had not yet received any authority from the
City Council.
I also note the following delays resulting from Hauck's lack of authority: on June 3,
2015, the meeting was unproductive because City negotiators had failed to get additional
approval from the City Council; a September 24 meeting (not one of the acknowledged five
cancellations) was cancelled because the City Council failed to consider UMPAPA's most
recent proposal during its closed session meeting; in January 2016, the City's negotiator again
failed to get approval from City Council on the issue of a hiring bonus and the management
excess benefits proposals; and again in January 2016, the City negotiator was unable to discuss
retroactivity because she lacked authority to do so.
In Atlas Mills, Inc. (1937) 3 NLRB 10, 21, the NLRB set an enduring standard for good
faith negotiations, stating,
There is no doubt that the respondent negotiated with the
representatives of Local 2269, meeting with them, receiving
proposals, and putting forward counter -proposals of its own. But
there is equally little doubt that if the obligation of the Act is to
produce more than a series of empty discussions, bargaining must
mean more than mere negotiation. It must mean negotiation with
a bona fide intent to reach an agreement if agreement is possible.
Negotiations with an intent only to delay and postpone a
settlement until a strike can be broken is not collective bargaining
within the meaning of Section 8, subdivision (5) of the Act.
62
Essentially, merely "going through the motions" of negotiations with no true effort to
reach agreement is the essence of bad faith. The duty to meet and confer promptly demands
that the Respondent take the obligation seriously, giving it priority by ensuring that meeting
dates are kept free from conflict, City Council agendas are populated with necessary
bargaining matters, and the negotiation team completes the necessary homework so that
meetings are productive. Based on a totality of circumstances, including predictably
unacceptable proposals, unexplained or unjustified delays in bargaining and a lack of authority
of its negotiator, I find that the City breached its duty to meet and confer in good faith.
REMEDIES
A properly designed remedial order seeks a restoration of the situation as nearly as
possible to that which would have obtained but for the unfair labor practice. (Modesto City
Schools (1983) PERB Decision No. 291.)
In cases where there has been a finding of a violation of the duty to supply requested
information, the appropriate remedy is to order the offending party to cease and desist from
refusing to supply the information and to order it to produce such information upon request.
(Trustees of the California State University (1987) PERB Decision No. 613-H.)
The appropriate remedy for a violation of the duty to meet and confer in good faith is a
cease and desist order, coupled with affirmative relief consisting of an order to consult in good
faith upon request. (City of Palo Alto (2017) PERB Decision No. 2388a -M.)
Finally, it is the ordinary remedy in unfair practice cases that the party found to have
committed a violation of the law is ordered to post a notice incorporating the terms of the order
at all work locations where notices to unit employees are customarily posted. Thus, the City is
ordered to do so in this case. Posting of such a notice, signed by an authorized agent of the
63
City provides employees with notice that the City acted in an unlawful manner, must cease and
desist from its illegal action, and will comply with the order. It effectuates the purposes of the
MMBA to inform employees of the resolution of the case. (Omnitrans (2010) PERB Decision
No. 2143-M.) In addition to physically posting a notice, to ensure the continued viability of
notice -posting as a tool for remedying unfair practices, where the offending party in unfair
practice proceedings communicates with public employees by e-mail, intranet, websites, or
other electronic means, it shall be required to use those same media to post notice of the
Board's decision and remedial order. Any posting of electronic means shall be in addition to
the Board's traditional physical posting requirement. (City of Sacramento (2013) PERB
Decision No. 2351-M.)
PROPOSED ORDER
Upon the foregoing findings of fact and conclusions of law, and the entire record in the
case, it is found that the City of Palo Alto violated the Meyers-Milias-Brown Act (Act),
Government Code section 3500 et seq. The City of Palo Alto violated the Act by failing to
provide relevant and necessary information in response to valid requests; and failing to meet
and confer in good faith with the exclusive representative of an appropriate bargaining unit,
pursuant to MMBA section 3505. By this conduct, the City also interfered with the right of
unit employees to participate in the activities of an employee organization of their own
choosing, in violation of Government code section 3506 and PERB Regulation 32603,
subdivision (a), and denied UMPAPA the right to represent employees in their employment
relations with a public agency in violation of Government Code section 3503 and PERB
Regulation 32603, subdivision (b).
64
Pursuant to section 3509 of the Government Code, it hereby is ORDERED that the City
of Palo Alto, its governing board and its representatives shall:
A. CEASE AND DESIST FROM:
1. Failing to meet and confer in good faith with Charging Party.
2. Interfering with the right of bargaining unit employees to be represented
by an employee organization of their own choosing.
3. Denying UMPAPA its right to represent employees in their employment
relations with the City.
B. TAKE THE FOLLOWING AFFIRMATIVE ACTIONS DESIGNED TO
EFFECTUATE THE POLICIES OF THE ACT:
1. Within ten (10) workdays of the service of a final decision in this matter,
and upon request from Charging Party, provide to Charging Party a copy of any report or
document upon which the City bases or based its belief that the City could experience a
recession during the three-year period that would have been covered by the parties'
Memorandum of Agreement;
2. Within ten (10) workdays of the service of a final decision in this matter,
and upon request from Charging Party, provide to Charging Party a copy of the City's bond
rating;
3. Upon request, meet and confer in good faith with representatives of
UMPAPA regarding wages, hours, and other terms and conditions of employment, as that duty
is defined in Government Code, section 3505.
4. Within ten (10) workdays of the service of a final decision in this matter,
post at all work locations where notices to employees in UMPAPA customarily are posted,
copies of the Notice attached hereto as an Appendix. The Notice must be signed by an
65
authorized agent of the City of Palo Alto indicating that it will comply with the terms of this
Order. Such posting shall be maintained for a period of thirty (30) consecutive workdays.
Reasonable steps shall be taken to ensure that the Notice is not reduced in size, altered, defaced
or covered with any other material.
4. Written notification of the actions taken to comply with this Order shall
be made to the General Counsel of the Public Employment Relations Board (PERB or Board),
or the General Counsel's designee. Respondent shall provide reports, in writing, as directed by
the General Counsel or his/her designee. All reports regarding compliance with this Order
shall be concurrently served on UMPAPA.
Pursuant to California Code of Regulations, title 8, section 32305, this Proposed Decision
and Order shall become final unless a party files a statement of exceptions with the Public
Employment Relations Board (PERB or Board) itself within 20 days of service of this Decision.
The Board's address is:
Public Employment Relations Board
Attention: Appeals Assistant
1031 18th Street
Sacramento, CA 95811-4124
(916) 322-8231
FAX: (916) 327-7960
E -FILE: PERBe-frle.Appeals@perb.ca.gov
In accordance with PERB regulations, the statement of exceptions should identify by
page citation or exhibit number the portions of the record, if any, relied upon for such
exceptions. (Cal. Code Regs., tit. 8, § 32300.)
A document is considered "filed" when actually received during a regular PERB business
day. (Cal. Code Regs., tit. 8, §§ 32135, subd. (a) and 32130; see also Gov. Code, § 11020, subd.
(a).) A document is also considered "filed" when received by facsimile transmission before the
66
close of business together with a Facsimile Transmission Cover Sheet or received by electronic
mail before the close of business, which meets the requirements of PERB Regulation 32135,
subdivision (d), provided the filing party also places the original, together with the required
number of copies and proof of service, in the U.S. mail. (Cal. Code Regs., tit. 8, § 32135, subds.
(b), (c) and (d); see also Cal. Code Regs., tit. 8, §§ 32090, 32091 and 32130.)
Any statement of exceptions and supporting brief must be served concurrently with its
filing upon each party to this proceeding. Proof of service shall accompany each copy served
on a party or filed with the Board itself. (See Cal. Code Regs., tit. 8, §§ 32300, 32305, 32140,
and 32135, subd. (c).)
67
PROOF OF SERVICE
I declare that I am a resident of or employed in the County of Sacramento, California. I
am over the age of 18 years and not a party to the within entitled cause. The name and address
of my residence or business is Public Employment Relations Board, 1031 18th Street,
Sacramento, CA 95811-4124.
On August 21, 2019, I served PERB Decision No. 2664-M regarding Utilities
Management & Professional Association ofPalo Alto v. City ofPalo Alto, Case No.
SF -CE -1413-M on the parties listed below by
X placing a true copy thereof enclosed in a sealed envelope for collection and
delivery by the United States Postal Service or private delivery service following ordinary
business practices with postage or other costs prepaid.
personal delivery.
facsimile transmission in accordance with the requirements of PERB Regulations
32090 and 32135(d).
electronic service (e-mail).
Alan C. Davis, Attorney
Davis & Reno
22 Battery Street, Suite 800
San Francisco, CA 94111-5524
Charles Sakai, Attorney
Sloan Sakai Yeung & Wong LLP
1220 Seventh Street, Suite 300
Berkeley, CA 94710
I declare under penalty of perjury that the foregoing is true and correct and that this
declaration was executed on August 21, 2019, at Sacramento, California.
C. Shelly
(Type or print name)
(Signature)
STATE OF CALIFORNIA
GAVIN NEWSOM, Governor
PUBLIC EMPLO ENT RELATIONS BOA
San Francisco Regional Office
1330 Broadway, Suite 1532
Oakland, CA 94612-2514
Telephone: (510) 622-0111
Fax: (510) 622-1027
January 21, 2020
Charles Sakai, Attorney
Sloan Sakai Yeung & Wong LLP
1220 Seventh Street, Suite 300
Berkeley, CA 94710
Re: COMPLIANCE WITH PERB DECISION NO. 2664-M — Second Compliance
Letter
Utilities Management & Professional Association of Palo Alto v. City of Palo Alto
Unfair Practice Case No. SF -CE -1413-M
Dear Mr. Sakai:
The Public Employment Relations Board (PERB or Board) issued a final decision in the
above -referenced matter on August 21, 2019.
The Board's Order required, in part, that the City of Palo Alto (City) post a notice and provide
certain specified information to the Utilities Management & Professional Association of Palo
Alto (UMPAPA). In addition, the Board's Order required that the City:
B. TAKE THE FOLLOWING AFFIRMATIVE ACTIONS
DESIGNED TO EFFECTUATE THE POLICIES OF THE ACT:
3. Within ten (10) workdays after this Decision is no longer
subject to appeal, and upon a request from UMPAPA, meet and
confer in good faith with regard to matters within the scope of
representation and return to the City's prior bargaining position
by putting back on the table the bifurcation plan and related last,
best, and final economic terms offered by the City on April 20,
2016 and by e-mail dated April 27, 2016.
On October 9, 2019, PERB's Office of the General Counsel issued its initial compliance letter,
requiring the City to provide information regarding the affirmative steps taken by the City to
comply with the Board's Order, specifically the parts of the Board's order requiring notice
posting, the provision of specific information to UMPAPA, and putting back on the bargaining
table the City's bifurcation plan and related last, best, and final economic terms from April
2016.
On October 23, 2019, the City filed and served its initial statement of compliance. The City
provided information that upon initial evaluation —appears to show that the City satisfied its
SF -CE -1413-M
January 21, 2020
Page 2
requirement to post a notice (and electronically distribute the notice) and provide to UMPAPA
the information specified in the Board's Order. With respect to the City's requirement to re-
submit the April 2016 economic proposal and bifurcation plan, the City acknowledged that
UMPAPA had requested that the City put these proposals back on the bargaining table. The
City asserts that it is in "full compliance with the Board's order" because it has done the
following:
a. The economic parameters in the City's April 2016
proposal [was] "put back" on the table in September of
2017.
b. The parties then met and conferred in good faith until
reaching a much more lucrative agreement (including 12%
wage increases) in December of 2018.
c. More recently, the parties met and conferred over a new
1 -year contract which had an additional 3% wage increase
and is in effect from July 1, 2019 through June 30, 2020.
d. Because the parties have negotiated two (2) agreement
since the April 2016 proposal, resort to the parties' 2016
bargaining positions would risk undoing all the progress
the parties have made over the past three years.
e. Nonetheless, [the City's representative] offered to meet
with UMPAPA over the City's April 2016 proposal if
[UMPAPA's representative] desired.
Essentially, the City acknowledged that it had not re -submitted the April 2016 economic
proposal and the bifurcation plan after the Board's decision. Instead, the City asserted that it
was not obligated to do so because: 1) in September 2017, it re -offered the April 2016
"economic parameters;" and 2) the parties have since reached two Memorandums of
Understanding (MOUs).
On October 21, 2019, UMPAPA filed a statement asserting that the City had failed to comply
with the Board's order as to the bargaining proposals in question.
On December 16, 2019 the undersigned Board agent met with the parties to discuss issues
related to this compliance case.
The City Must Comply with Section B.3 of the Board's Order
The City's assertion that it has reached full compliance with the Board's order is incorrect.
The City has not complied with B.3 of the Board's Order.
SF -CE -1413-M
January 21, 2020
Page 3
Neither the City's September 2017 proposal, or the fact that the parties' agreed to subsequent
MOUs, relieves the City of its obligation to follow B.3 of the Board's Order.
With respect to the September 2017 offer, the City has not submitted for PERB's review the
offer that was provided to UMPAPA. It appears, by the City's own description, that the City
only re -offered the April 2016 economic proposal but failed to re -offer the bifurcation plan.
Accordingly, the City has not shown that it has met its obligation to comply with the Board's
order to resubmit the April 2016 economic offer and the bifurcation plan.
With respect to the subsequent MOUs, the City has submitted no authority for the proposition
that these MOUs relieve the City of its duty to re -submit the April 2016 economic proposal and
bifurcation plan.
In fact, federal guidance indicates that these MOUs do not relieve the City of its duty to re-
submit the economic proposal and bifurcation plan. In TNT Skypak, Inc. & Local 851, Int'l
Bhd. of Teamsters, Afl-Cio (1999) 328 NLRB 468, the National Labor Relations Board
(NLRB) upheld an Administrative Law Judge's finding that an employer failed to bargain in
good faith. The ALJ found that the employer failed to bargain in good faith by withdrawing
from several tentative agreements once it appeared that reaching a MOU was imminent. (Id. at
468.) After the ALJ conducted its hearing, the parties submitted information to the NLRB
showing that the employer and the union had eventually resumed negotiations and reached two
MOUs. (Id. at 468-469.) These MOUs were subsequently voluntarily terminated by the
parties pursuant to the terms of a closing agreement. (Id. at 469.) The NLRB affirmed the
ALJ's findings, and issued a remedy requiring the employer to: reinstate its withdrawn
proposal, and upon acceptance, sign a contract and give the contract retroactive effect. (Id. at
470.)
The employer appealed the NLRB's decision to the Second Circuit. The Second Circuit, after
analyzing the effect of the parties' subsequent MOUs, affirmed the NLRB's Order. (TNT USA
Inc. v. N.L.R.B. (2d Cir. 2000) 208 F.3d 362, 367-368.) Thus, the Second Circuit confirmed
that an order requiring an employer to reinstate a withdrawn proposal is valid even if the
parties, subsequent to the conduct underlying the unfair practice, reach a MOU.
PERB has discussed the effect of subsequent MOUs with respect to PERB's remedial orders.
PERB has held that a subsequent MOU does not erase an employer's obligation to follow a
PERB remedial order; however, the employer's liability may be terminated on the date the
parties reached a subsequent agreement. (See Mount San Antonio Community College District
(1988) PERB Decision No. 691; Fountain Valley Elementary School District (1987) PERB
Decision No. 625; San Mateo Valley School District (1984) PERB Decision No. 375a;
Pittsburg Unified School District (1984) PERB Decision No. 318(a).)
Here, even though the City and UMPAPA ultimately signed a MOU, and a successor MOU,
these MOUs do not relieve the City of its duty to —as ordered by the Board—reoffer the April
2016 economic proposal and bifurcation plan.
SF -CE -1413-M
January 21, 2020
Page 4
The City has not shown that it has complied with the Board's order requiring it to "return to
the City's prior bargaining position by putting back on the table the bifurcation plan and
related last, best, and final economic terms offered by the City on April 20, 2016 and by e-mail
dated April 27, 2016 ." No later than February 11, 2020, the City must submit an additional
compliance letter, providing information on the affiiuiative steps it has taken to comply with
this part of the Board's order.
Please contact me if you have any questions concerning this matter.
Sincerely,
Jessica Kim
Senior Regional Attorney
cc: Alan C. Davis, Attorney
PROOF OF SERVICE
I declare that I am a resident of or employed in the County of Alameda, California. I
am over the age of 18 years and not a party to the within entitled cause. The name and address
of my residence or business is Public Employment Relations Board, 1330 Broadway, Suite
1532, Oakland, CA 94612-2514.
On January 21, 2020, I served the Letter regarding Case No. SF -CE -1413-M on the
parties listed below by
X placing a true copy thereof enclosed in a sealed envelope for collection and
delivery by the United States Postal Service or private delivery service following ordinary
business practices with postage or other costs prepaid.
personal delivery.
facsimile transmission in accordance with the requirements of PERB Regulations
32090 and 32135(d).
electronic service (e-mail).
Alan C. Davis, Attorney
Davis & Reno
22 Battery Street, Suite 800
San Francisco, CA 94111-5524
Charles Sakai, Attorney
Sloan Sakai Yeung & Wong LLP
1220 Seventh Street, Suite 300
Berkeley, CA 94710
I declare under penalty of perjury that the foregoing is true and correct and that this
declaration was executed on January 21, 2020, at Oakland, California.
C. Diaz
(Type or print name)
STATE OF CALIFORNIA GAVIN NEWSOM, Governor
PUBLIC EMPLOYMENT RELATIONS BOARD
San Francisco Regional Office 1330 Broadway, Suite 1532
Oakland, CA 94612-2514
Telephone: (510) 622-0111
Fax: (510) 622-1027
November 3, 2020
Charles Sakai, Attorney
Sloan Sakai Yeung & Wong LLP
1220 Seventh Street, Suite 300
Berkeley, CA 94710
Alan C. Davis, Attorney
Davis & Reno
22 Battery Street, Suite 800
San Francisco, CA 94111-5524
Re: COMPLIANCE WITH PERB DECISION NO. 2664-M – Third Compliance
Letter
Utilities Management & Professional Association of Palo Alto v. City of Palo Alto
Unfair Practice Case No. SF-CE-1413-M
Dear Mr. Sakai:
I am writing this letter because compliance has not yet been achieved for the Public
Employment Relations Board (PERB or Board)’s Order in Utilities Management &
Professional Association of Palo Alto v. City of Palo Alto (2019) PERB Decision No.
2664-M.1 This letter explains why compliance has not yet been achieved and
provides a deadline for the City of Palo Alto (City) to provide information regarding
further affirmative steps it has taken to comply with the Board’s Order.
Procedural History: The Unfair Practice Charge, Board Decision, and Initial
Compliance Proceedings
On August 22, 2016, the Utilities Management & Professional Association of Palo Alto
(UMPAPA) filed an unfair practice charge with PERB alleging, in part, that the City had
violated the Meyers-Milias-Brown Act (MMBA)2 by failing to bargain in good faith to
reach an initial Memorandum of Understanding (MOU).
________________________
1 The Board’s Decision in Utilities Management & Professional Association of
Palo Alto v. City of Palo Alto (2019) PERB Decision No. 2664-M is hereinafter referred
to as the “Palo Alto Decision” or “Decision.” The Board’s Order in this case is
hereinafter referred to as the “Board’s Order.”
2 The MMBA is codified at Government Code section 3500 et seq. PERB’s
Regulations are codified at California Code of Regulations, title 8, section 31001 et
seq. The text of the MMBA and PERB Regulations may be found at www.perb.ca.gov.
SF-CE-1413-M
November 3, 2020
Page 2
On July 27, 2018, an Administrative Law Judge (ALJ) issued a proposed decision.
The ALJ’s proposed decision discussed the parties’ conduct during bargaining. The
ALJ noted that in May 2016, the City withdrew an April 2016 economic proposal and
offer of bifurcation. The ALJ’s decision found that the City had breached its duty to
bargain in good faith under the MMBA. The ALJ’s proposed order required the City to
meet and confer in good faith with UMPAPA.
The City did not file exceptions to the ALJ’s proposed decision. UMPAPA did file
exceptions. UMPAPA excepted not to the ALJ’s finding that the City had failed to
bargain in good faith, but to the remedy proposed by the ALJ. UMPAPA requested
that the Board clarify that in order to bargain in good faith, the City must reinstate the
bifurcation plan and related last, best, and final economic proposal that the City
withdrew in bad faith. (Palo Alto Decision, p. 4.)
The Board issued its decision on August 21, 2019. The Board reviewed the ALJ’s
proposed decision and the ALJ’s findings regarding the City’s conduct. The Board
noted:
UMPAPA reasonably expected the City to have its Council
vote on implementing the economic terms on a bifurcated
basis. However, what actually happened departed quite
significantly from that expectation: The City made a non-
economic proposal that the ALJ found to be particularly
unacceptable, and when UMPAPA rejected the proposal,
the City responded by withdrawing the bifurcation plan.
(Palo Alto Decision, p. 4.)
The Board, citing Mead Corp. v. N.L.R.B. (11th Cir. 1983) 697 F.2d 1013, observed
that “if a party has withdrawn a contract proposal as part of an overall course of bad
faith conduct, it may be properly ordered to reinstate the withdrawn offer.” (Palo Alto
Decision, p. 5.) The Board issued an order revising the ALJ’s proposed remedial
order. The Board’s Order required the City to:
B. TAKE THE FOLLOWING AFFIRMATIVE ACTIONS
DESIGNED TO EFFECTUATE THE POLICIES OF THE
ACT:
. . .
3. Within ten (10) workdays after this Decision is no longer
subject to appeal, and upon a request from UMPAPA, meet
and confer in good faith with regard to matters within the
scope of representation and return to the City’s prior
bargaining position by putting back on the table the
SF-CE-1413-M
November 3, 2020
Page 3
bifurcation plan and related last, best, and final economic
terms offered by the City on April 20, 2016 and by e-mail
dated April 27, 2016.
(Palo Alto Decision, pp. 9-10.)
The Board’s Decision also specifically contemplated that the City Council might vote
on the April 2016 economic terms and bifurcation proposal. (Palo Alto Decision at p.
6, n. 5.)
The City’s April 20, 2016 proposal and April 27, 2016 e-mail message authored by
Allyson Hauck, the City’s lead negotiator, are in the official record of this case. (They
are also attached to this letter for ease of reference.) The April 20, 2016 proposal
stated the following, in relevant part:
Contingent on agreement to the City’s medical proposal, the City
proposes effective the first full pay period after ratification by UMPAPA
and approval by Council on its regular agenda in accordance with the
Brown Act of a successor MOU that includes the contract language of
City’s medical proposal the following shall occur:
• 4.5% salary increase to the salary range and
• 1/3 market adjustment (based on market data after the 4.5%
increase) to the median.
Effective the pay period that includes July 1, 2016 the following shall
occur:
• 2.5% salary increase to the salary range
• 2/3 market adjustment to the median
• All employees regardless of pension formula in this unit shall, in
addition to the Member Contribution, pay an additional .5%
towards the Employer share of Pension.
Effective the pay period that includes July 1, 2017 the following shall
occur:
• 2.5% salary increase to the salary range
• All employees regardless of pension formula in this unit shall, in
addition to the Member Contribution, pay an additional .5%
towards the Employer share of Pension, for a total 1.0%
contribution.
The City’s April 27, 2016 e-mail message authored by Hauck contained the following
language, in relevant part:
We met yesterday regarding bifurcation. As we stated in
negotiations, we will recommend bifurcation to the City
Council.
SF-CE-1413-M
November 3, 2020
Page 4
The City management believes that we can proceed as we
did with the Police Management, but final approval on this
needs to come from Council. What the Council approved
for Police Management was a letter agreement on the
economic terms that included an agreement to resolve the
[non-]economic terms within six months of approval of the
letter agreement on economic terms. In the interim, the
current terms and conditions were imposed in 2013, in
addition to the economic terms in the letter agreement,
would continue until such time that the parties agree to
MOA language. In addition, the final increase set for July 1,
2017 would be conditioned on the parties[’] agreement on
MOA terms.
We think that we can proceed with the vote from UMPAPA
and also start the process of the MOA review . . .
On October 9, 2019, PERB’s Office of the General Counsel issued an initial
compliance letter, requiring the City to provide information regarding the affirmative
steps taken by the City to comply with the Board’s Order.
On October 23, 2019, the City filed and served its initial statement of compliance. The
City provided information that—upon initial evaluation—appears to show that the City
satisfied its requirement to post a notice (and electronically distribute the notice to unit
members) containing the Board’s Order and provide to UMPAPA the information
specified in the Board’s Order.
With respect to the City’s requirement to re-submit the April 2016 economic proposal
and bifurcation plan, the City acknowledged that UMPAPA had requested that the City
put these proposals back on the bargaining table on September 12, 2019. But the
City argued, in part, that the parties’ subsequent agreement to a MOU in December
2018, served to relieve the City it of its obligations to put the April 2016 economic offer
and bifurcation plan back on the bargaining table.
On December 16, 2019, the undersigned Board agent met with the parties to discuss
issues related to compliance.
On January 21, 2020, PERB issued a second compliance letter. PERB’s letter stated
that, contrary to the City’s argument, the parties’ 2018 MOU did not serve to relieve
the City of its obligation to re-submit the April 2016 economic terms and bifurcation
plan to UMPAPA. PERB required the City to submit an additional compliance
statement by February 11, 2020.
SF-CE-1413-M
November 3, 2020
Page 5
On February 11, 2020, the City filed an additional compliance statement. The City
asserted that on February 6, 2020, it had provided the April 20, 2016 proposal and
April 27, 2016 e-mail to UMPAPA.
On July 30, 2020, UMPAPA filed a letter alleging the City had failed to comply with the
Board’s order. UMPAPA acknowledged that the City had provided UMPAPA with the
April 20, 2016 proposal and April 27, 2016 e-mail message in February 2020. But
UMPAPA alleged that the City had subsequently refused to implement significant parts
of the April 2016 economic proposal. UMPAPA alleged that of the three main
components of the April 2016 economic offer, the City was only planning to implement
one component: the 2.5% increase and 2/3 market adjustment scheduled for July 1,
2016. The City refused to implement the other two components: the 4.5% increase
and 1/3 market adjustment and the 2.5% increase scheduled for July 1, 2017.
UMPAPA requested that PERB require the City to “immediately implement all of the
scheduled salary increases contained in the City’s April 20, 2016, proposal[.]”
On August 7, 2020, the City filed a letter titled “Supplemental Statement of
Compliance” responding to UMPAPA’s July 30 filing. The City asserted that it had
fully complied with the Board’s order. The City again asserted that it had provided to
UMPAPA the April 27, 2016 e-mail message and the April 20, 2016 economic
proposal in February 2020. The City argued that any dispute over the meaning of
these documents are outside of the scope of compliance. The City confirmed its
position that it was only required to implement one of the three wage increases
described in the April 2016 proposal (the 2.5 increase and 2/3 market adjustment
scheduled for July 1, 2016). The City asserted that the other two wage increases
were not owed because they were subject to “conditions precedent” that have not
been met. First, the City argued that the 4.5% wage increase and 1/3 market
adjustment was subject to the condition precedent of adoption by the City Council.
This condition was not met by December 2018 when the proposal was “superseded
by” the parties’ agreement to a MOU. Second, the City argued that the 2.5% wage
increase scheduled for July 1, 2017, was subject to a condition precedent of the
parties’ agreement to all MOU terms. The City asserts that this condition precedent
was not met until December 2018, when it was “superseded” by the parties’
agreement to a full MOU. Accordingly, the City asserted it was not required to
implement either the 4.5% increase and 1/3 market adjustment, or the 2.5% increase
scheduled for July 1, 2017.
Discussion
During the compliance process, the Office of the General Counsel must determine
whether a Respondent has complied with the Board’s affirmative orders. (Cal. Code
Regs., tit. 8, § 32980.) Here, the Board ordered City to “return to the City’s prior
bargaining position by putting back on the table the bifurcation plan and the related
last, best, and final economic terms offered by the City on April 20, 2016 and by e-mail
dated April 27, 2016.” (Palo Alto Decision, p. 10.) Accordingly, the Office of the
General Counsel must ensure that City has put back on the table the economic terms
SF-CE-1413-M
November 3, 2020
Page 6
offered by the City in April 2016 via the April 27, 2016 e-mail message and the April
20, 2016 proposal.
The City asserts that it complied with the Board’s Order by simply handing copies of
these documents across the table to UMPAPA on February 6, 2020. Further, the City
admits that—based on its arguments regarding condition precedent—it has only
offered to actually provide to UMPAPA-represented unit members one of three
increases set forth in the April 20, 2016 proposal.
Nor has evidence has been presented by the City establishing that the City completed
its duty to negotiate in good faith over the April 2016 proposal as directed by the
Board’s order.
First, we will examine the City’s argument regarding condition precedents. The April
2016 proposal stated: “effective the first full pay period after ratification by UMPAPA
and approval by Council on its regular agenda in accordance with the Brown Act of a
successor MOU that includes the contract language of City’s medical proposal the
following shall occur: 4.5% salary increase to the salary range and
1/3 market adjustment (based on market data after the 4.5% increase) to the
median.” The City argues that this language shows that the 4.5% increase and
1/3 market adjustment was subject to the condition precedent of City Council
approval. The City asserts that because this condition precedent was not met,
the City does not owe the 4.5% increase of 1/3 market adjustment. The City
also asserts that the 2.5% increase scheduled for July 1, 2017 was contingent
on agreement to the full MOU, and this condition precedent was also not met.
Admittedly, there is some degree of uncertainty in interpreting the meaning of a 2016
proposal as reinstated in 2020. But even where some uncertainty exists, the Office of
General Counsel is not barred from enforcing a PERB order.
In City of Pasadena (2014) PERB Order No. AD-406-M (Pasadena), the Board
considered whether to uphold a PERB Board agent’s administrative determination
during compliance proceedings. In a prior decision, a PERB ALJ had determined that
the City of Pasadena had unilaterally implemented an on-call rotation schedule for
underground crew supervisors. (City of Pasadena (2011) PERB Decision No. HO-U-
1023-M.) PERB had ordered the City of Pasadena to provide backpay and interest for
financial losses suffered due to the City’s unilateral change. (Ibid.) During compliance
proceedings, the City alleged that it owed nothing to the underground crew
supervisors because they had suffered no financial losses from the unilateral change
and any damages award would be too speculative. (Pasadena, supra, PERB Order
No. AD-406-M, p. 5.) A PERB Board agent issued an administrative determination
requiring the City of Pasadena to pay the underground crew supervisors and
calculating their backpay award based on on-call pay formulas from neighboring
localities. With respect to the City of Pasadena’s uncertainty argument, the Board
agent noted “that any uncertainty as to the appropriate amount of back pay owed to
the affected employees was due to the City's own failure to fulfill its bargaining
SF-CE-1413-M
November 3, 2020
Page 7
obligation, and thus should not serve as a reason to absolve the City of liability for its
unlawful conduct.” (Id. at p. 8.) On review of this administrative determination, the
Board itself noted that “a back pay award should restore the economic status quo that
would have obtained but for the respondent’s wrongful act.” (Pasadena, supra, PERB
Order No. AD-406-M, p. 13 citing Santa Clara Unified School District (1979) PERB
Decision No. 104, pp. 26-27.) The Board also observed that “absolute certainty is not
required for computing the appropriate amount of back pay necessary to remedy
unfair practices. A back pay award inevitably involves some ambiguity and estimation
and is therefore ‘only an approximation, necessitated by the employer’s wrongful
conduct.’” (Pasadena, supra, PERB Order No. AD-406-M, at p. 14.) The Board
acknowledged that there was no way of knowing with certainty what the City and the
union would have agreed to if the City had fulfilled its bargaining obligation before
implementing the new on-call rotation. Nevertheless, the Board found that “rather
than permitting the employer to evade liability because of uncertainty caused by the
employer’s own unlawful conduct, and thus leaving an unfair practice unremedied” it
was appropriate to require the City to pay the backpay calculated in the administrative
determination. (Pasadena, supra, PERB Order No. AD-406-M, pp. 26-27.)
The principles articulated by the Board in Pasadena are applicable here. The City
argues that it does not have to offer UMPAPA the 4.5% increase and 1/3 market
adjustment because that economic proposal was subject to the condition precedent of
the City Council’s approval. But the Board has determined that the City’s failure to
submit the April 2016 economic terms and bifurcation to the City Council constituted
bad faith. Accordingly, the City cannot now depend on the absence of a City Council
approval vote in 2016 to withhold the 4.5% increase and 1/3 market adjustment. (See
Pasadena, supra, PERB Order No. AD-406-M, pp. 26-27.)3
Similarly, the City asserts that it does not need to provide UMPAPA with the 2.5%
wage increase scheduled for July 1, 2017 because that increase was subject to the
condition precedent of the agreement to a full MOU on both economic and non-
economic terms. But the reason why the parties did not have an opportunity to a
reach a full MOU before July 1, 2017, was again, the City’s bad faith conduct.
Although it is not certain the parties would have come to an agreement by July 1,
2017, the City cannot rely on an uncertainty caused by own its unlawful conduct to
avoid its obligation to provide the 2.5% wage increase. (Pasadena, supra, PERB
Order No. AD-406-M, pp. 26-27.)
Accordingly, the City’s argument that “condition precedents” excuse it from re-offering
all of the April 2016 economic terms is not persuasive.
________________________
3 As noted above, the Board’s decision notes that the City Council may now
vote on reinstatement of the April 2016 economic terms and bifurcation proposal.
(Palo Alto Decision at p. 6, n. 5.)
SF-CE-1413-M
November 3, 2020
Page 8
Finally, the City asserts that regardless of whether it correctly interpreted the April
2016 proposal, the City achieved compliance with the Board’s order on February 6,
2020 simply by handing across the table to UMPAPA copies of the April 27, 2016 e-
mail message and the April 20, 2016 proposal. But compliance with the Board’s
Decision requires more than just a perfunctory passing of these documents to
UMPAPA. Consequently, compliance requires the City to put back on the bargaining
table the April 2016 economic terms in both form and substance. Substantial
compliance has not been achieved because the City has not re-offered UMPAPA the
full April 2016 economic terms and negotiated with UMPAPA in good faith regarding
the same.
Conclusion
To comply with the Board’s order, the City must put back on the bargaining table the
April 2016 economic terms—this requires the City to offer all three increases set forth
in the April 20, 2016 proposal. Once the City has put back on the table the full
substantive economic offer, the City and UMPAPA must meet and confer in good
faith.4
________________________
4 UMPAPA appears to contemplate that PERB, as part of its compliance
process, will determine of the value of the City’s April 2016 proposal, and that PERB’s
compliance proceedings will not be concluded until the City pays that PERB-
determined value to UMPAPA. However, there is some ambiguity whether this step is
appropriately part of compliance proceedings in this case. While the Board’s Order
does require the City to reinstate the April 2016 economic terms, it does not explicitly
state that the City has an affirmative duty to provide backpay or other compensation to
UMPAPA. The Board’s order does not use language typical of a PERB financial
award, such as “backpay,” “payment,” “financial losses,” “retroactive,” or “interest.”
(See, e.g., Antelope Valley Community College District (2018) PERB Decision No.
2618, pp. 28-29; California State University (1997) PERB Decision No. 1093c-H, p. 5;
Rio Hondo Community College District (1982) PERB Decision No. 279, p. 23.) At this
point, the undersigned has not determined whether calculating the amount the City
owes to UMPAPA, and ensuring that amount is paid, is within the scope of compliance
for this case. Instead, as noted above, it is sufficient to say that in order for
compliance to be achieved the City must offer (in substance and not just form) the
economic terms from April 2016 to UMPAPA. Once the City takes this step, the next
step is for the parties to meet and confer in good faith. If the City fails to bargain in
good faith, and/or the City fails to compensate UMPAPA to the full amount
contemplated in the April 2016 proposal, then it may be appropriate for UMPAPA to
file an unfair practice charge. (See e.g., Board’s Decision at p. 6, n. 5, indicating that
the parties must bargain in good faith after the City re-offers the April 2016 economic
terms and asserting that the City’s conduct after re-offering the economic terms may
be subject to an allegation that the City failed to bargain in good faith.)
SF-CE-1413-M
November 3, 2020
Page 9
The City has not shown that it has complied with the Board’s order requiring it to
“return to the City’s prior bargaining position by putting back on the table the
bifurcation plan and related last, best, and final economic terms offered by the City on
April 20, 2016 and by e-mail dated April 27, 2016 .” No later than December 3, 2020,
the City must submit an additional compliance letter, providing information on the
affirmative steps it has taken to comply with this part of the Board’s order.
Please contact me if you have any questions concerning this matter.
Sincerely,
Jessica Kim
Senior Regional Attorney
Attachments
Allyson Hauck
From:Allyson Hauck
Sent:Wednesday,April 27,2016 8:52 AM
To:Lloyd,Debra;Blanch,Sandra
Cc:Marshall,Tomm;Bujtor,Jim
Subject:Re:UMPAPA question
Debra,
We met yesterday regarding bifurcation.As we stated in negotiations,we will recommend bifurcation to the City
Council.
The City management believes that we can proceed as we did with the Police Management,but final approval on this
needs to come from Council.What the Council approved for Police Management was a letter agreement on the
economic terms that included an agreement to resolve the economic terms within six months of approval of the letter
agreement on economic terms.In the interim,the current terms and conditions that were imposed in 2013,in addition
to the economic terms in the letter agreement,would continue until such time that the parties agree to MOA language.
In addition,the final increase set for July 1,2017 would be conditioned on the parties agreement on MQA terms.
We think that we can proceed with the vote from UMPAPA and also start the process of the MOA review.We have an
initial proposal on the MOA terms that we can distribute to you.There are very few changes in language from the
current terms and conditions.Can we get a meeting on calendar to do this?My only open day next week is on the 4th.
If that doesn’t work,then maybe we can send it by email and have a conference call to go over.
Let me know if you have any questions.
Thanks,
Allyson
Allyson Hauck
I
Partner
Renne Sloan Holtzman Sakal LLP I Public Law Group®
11 Seascape Village I Aptos,CA 95003
t:415-848-7212 c:415-690-5863 I www.publiclawgroup.com <http://www.pubticlawgroup.com/>
Confidentiality Notice:This transmittal is intended only for the use of the individual or entity to which it is addressed and
may contain information that is privileged,confidential and exempt from disclosure under applicable law.If the reader
of this transmittal is not the intended recipient or the employee or agent responsible for delivering the transmittal to
the intended recipient,you are hereby notified that any dissemination,distribution or copying of this communication is
strictly prohibited.
1
CITY OF PALO ALTO PROPOSAL #7
UMPAPA NEGOTIATIONS
DISTRIBUTED April 20, 2016
CITY PROPOSAL ..
Terra: December 1, 2015 — June 30, 2018 (2.5 years)
Sa1atyi
Contingent on agreement to the City's medical proposal, the City proposes effective the first full pay
period after ratification by UMPAPA and approval by Council on its regular agenda in accordance
with the Brown Act of a sticcessor Mt7U that includes the contract language of City's medical proposal
the following shall occur:
o 4.5% salary increase to the salary range and
o 1/3 market adjustment (based on market data after the 4.5% increase) to the
median ,
Effective the pay period that includes July 1, 2016 the following shall occur:
o 2.5% salary increase to the salary range
o 2/3 market adjustment to the median
o All employees regardless of pension formula in this unit shall, in addition to
the Member Contribution, pay an additional 0.5% towards the Employer
share of Pension,
Effective the pay period that. includes July 1, 2017 the following shall occur:
o 2.5% salary increase to the salary range
o A11 employees regardless of pension formula inthis unit shall, in addition to
the Member Contribution, pay an additional 0.5% towards the Employer
'share of Pension, for a total 1.0% contribution.
1eaith Plan:
a. Active Einployees
During the term of this contract, the maximum City contribution towards medical premiums for
eligible full time employees per category shall be up to a maximum of the following for any plan:
Medical '
PEMHCA
Up to a Total
Up to a Total
Up to a Total
Maximum City
Maximum
Contribution
City
Maximum
Effective 1st PP
Contribution
City Contribution
Premium
following contract
Effective
Effective January 1.,
Category
contribution/2017*
adoption
January 1, 2017
2018
Employee
$125.00/128
Maintain Status Quo
$773
$804
only
Employee •
$125.00/128
Maintain Status Quo
$1,544
$1,606
plus one
Employee
$125.00/128
-
Maintain Status Quo
$2,008
.
$2,088
Family _
Page 1 of 2
The City's total maximum contribution towards medical premiums for eligible part time employees
shall be prorated based on the number of hours per week the part-time employee is assigned to work.
*PEMFICA minimum changes per statutory determination, Any increases to the PEMHCA minimum
during the term ofthis contract will result in a corresponding decrease to the amount of the additional
City contribution, so that the total maximum City contribution never exceeds the amount listed in the
"Total Maximum City Contribution" columns above.
Effective upon ratification and adoption of this Agreement, the City shall provide active unit
employees who were hired before January 1, 200.5 with a,one-time opportunity to opt -in to retiree
health benefits provided under California Government Code section 22893. Eligible employees who
wish to exercise this option shall inform the People Strategy and Operations department of their
election in writing no later than 90 days following the ratification and adoption ofthis Agreement.
Dental benefits for regular part-time employees,hired or assigned to a part-time schedule will be
prorated in accordance with his/her percentage ofa full-time work schedule.
Vision benefits for regular part-time employees hired or assigned to a part-time schedule will be
prorated in accordance with his/her percentage ofa full-time work schedule,
Excess. Benefit Proposals
• Eliminate the current Excess Benefit of$2,500 and the individual Professional Development
Benefit of $500 and replace with a Deferred Compensation Match Benefit up to $4,000.
• This Deferred Compensation Match Benefit will.only be provided up to the amount an
employee contributes with a maximum City contribution of $4,000,
• Employees must pre -elect the match amount before January. 2017
MOA Terms
•
• The MOU will incorporate by reference the Management Compensation Plan for any items not
negotiated and distinct in the UMPAPA MOA,
Other Items:
• Agree to continue Merit increases
• Agree to Labor Management Committee to discuss topics proposed by either party by
submitting an agenda one week prior to the scheduled meeting.
• City agrees City Manager has discretion to provide signing bonuses if necessary to recruit for
key positions •
•.. No reopener for at -risk positions, but parties can discuss during .term in labor management
meeting and always the possibility to make changes during term if done by mutual agreement
Page 2 of 2
PROOF OF SERVICE
I declare that I am a resident of or employed in the County of Los Angeles,
California. I am over the age of 18 years and not a party to the within entitled cause.
The name and address of my residence or business is Public Employment Relations
Board, Los Angeles Regional Office, 425 W. Broadway, Suite 400, Glendale, CA,
91204-1269.
On November 3, 2020, I served the regarding Case No. SF-CE-1413-M on the
parties listed below by
X I am personally and readily familiar with the business practice of the Public
Employment Relations Board for collection and processing of correspondence
for mailing with the United States Postal Service, and I caused such
envelope(s) with postage thereon fully prepaid to be placed in the United States
Postal Service at Los Angeles, California.
Personal delivery.
Facsimile transmission in accordance with the requirements of PERB
regulations 32090 and 32135(d).
X Electronic service (e-mail).
Alan Davis, Attorney
Davis & Reno
22 Battery Street, Suite 1000
San Francisco, CA 94111-5524
Email: aland3370@aol.com
Charles Sakai, Attorney
Sloan Sakai Yeung & Wong LLP
1220 Seventh Street, Suite 300
Berkeley, CA 94710
Email: csakai@sloansakai.com
I declare under penalty of perjury that the foregoing is true and correct and that
this declaration was executed on November 3, 2020, at Glendale, California.
Nikoo Seirafi
(Type or print name) (Signature)
Utilities Management and Professional Association of Palo Alto (UMPAPA)
v.
City of Palo Alto
PERB Decision No. 2664-M
1
Implementation Agreement
December 16, 2020
Recitals
1. On August 21, 2019, the Public Employment Relations Board (“PERB”) issued an
Order directing the City to “return to the City's prior bargaining position by putting
back on the table the bifurcation plan and related last, best, and final economic terms
offered by the City on April 20, 2016 and by e-mail dated April 27, 2016.”
2. Both the City and the Utilities Management and Professional Association of Palo Alto
(UMPAPA) (together “Parties”) filed various compliance statements following the
issuance of the Order and met with the PERB Compliance Officer on December 12,
2019. On January 21, 2020, the Compliance Officer issued a letter directing the City
to place the April 27, 2016 proposal on the Table. The City did so on February 6,
2020.
3. Thereafter, the Parties continued to meet and confer and UMPAPA requested
additional guidance from PERB, which the PERB Compliance Officer provided on
November 3, 2020.
4. The Parties have subsequently met and conferred and come to a mutual understanding
of the implementation of PERB’s Order in PERB Decision No. 2664-M. The Parties
agree that compliance will be completed through a one-time non-pensionable
payment to current and former City employees who were in the UMPAPA bargaining
unit during the relevant time period and are subject to PERB’s Order.
Therefore, the Parties agree as follows:
1. Active Employees
a. The Parties have reached agreement regarding the lump sum payments to
current City Employees who are subject to PERB’s Order. Those
employees and the specific amounts due are identified in the attached
spreadsheet. (Exhibit A.)
b. The City will pay each individual listed in Exhibit A a non-pensionable
lump sum in the amount identified in the spreadsheet.
c. The amounts listed in Exhibit A will be paid as “settlement” amounts
through the City’s payroll system and will be subject to applicable
withholdings.
Utilities Management and Professional Association of Palo Alto (UMPAPA)
v.
City of Palo Alto
PERB Decision No. 2664-M
2
2. Separated Employees
a. The Parties have reached agreement regarding those former employees who
have separated (through retirement or for other reasons) but were employed
by the City and were members of the bargaining unit represented by
UMPAPA during the time period covered by PERB’s Order (“Separated
Employees”). Each Separated Employee and the specific amounts due to
each Separated Employee are identified in the attached spreadsheet. (Exhibit
B.)
b. Because Separated Employees are no longer on the City’s payroll, they must
be issued a direct payment and will receive an IRS Form 1099-MISC
(Miscellaneous Income) for tax year 2021. However, the City does not
maintain contact information for Separated Employees. Therefore, each
Separated Employees must provide the City with a completed IRS Form W-
9 (Request for Taxpayer Identification Number and Certification) no later
than the date of the City Council action [February 22, 2020] in order to be
considered for payment under this agreement.
c. Separated Employees who fail to return the Form W-9 on or before
[February 22, 2020] will not receive payment under this agreement.
3. Confidentiality. The Parties understand that this agreement and individual payments
to employees are a public record.
4. Timing. The City Council will hear this item on February 22, 2020 and it is
anticipated that the payments will be issued two (2) pay periods following Council
adoption.
The individuals executing this Implementation Agreement represent and warrant that they have
the right, power, legal capacity, and authority to enter into and to execute it. The parties
understand that this agreement is tentative and will not be binding until ratified by the UMPAPA
membership and authorized by the City Council.
For the CITY: For UMPAPA:
______________________________ __________________________________
Ed Shikada, City Manager Jim Butijor, President of UMPAPA
Date: Date:
Proposed Letter of Agreement
Utilities Management and Professional Association of Palo Alto
July 1, 2020 – June 30, 2021
City of Palo Alto and Utilities Management and Professional Association of Palo Alto
Proposed Letter of Agreement: July 1, 2020 – June 30, 2021
Section I. Introduction and MOA Term Extension
In early 2020, the City of Palo Alto (City) and the Utilities Management and Professional Association of
Palo Alto (UMPAPA) began negotiations over a successor Memorandum of Agreement (MOA). Shortly
after negotiations began the City and the nation were impacted by the COVID-19 global health
pandemic. This global pandemic has impacted every facet of our lives, our work, and our communities.
After 9 months of engaging in productive discussion for a successor agreement, the parties found
mutual interest in extending the most recent agreement (July 1, 2019- June 30, 2020) for 12 months.
Section II. Duration
The Parties agree to amend Article XV (“Duration”) of the current MOA to extend the term for one (1)
additional year, for an expiration of June 30, 2021.
Section III. Compensation
The Parties agree to amend Article VI Compensation of the current MOA establishing that for FY21 (July
1, 2020) there will be no base salary increase (0%).
Section IV. Health Benefits
The Parties agree to amend Article VII Health Benefits, Section 1 Group Insurance, (b) Active Employee
Health.
Effective January 1, 2021, the City will increase its maximum contribution by 50% of average of the
increases to Kaiser and PERS Choice. Provided however, that the total increase of the maximum City
contribution shall not exceed 4%. The revised maximum City Contributions are in the chart below:
Medical Premium Category Maximum City Contribution
Effective Jan 1, 2021
EE only $871
EE plus one $1742
EE plus family $2260
City of Palo Alto and Utilities Management and Professional Association of Palo Alto
Proposed Letter of Agreement: July 1, 2020 – June 30, 2021
For the Association: For the City:
Tom Auzenne, Chief Negotiator Date Ed Shikada, City Manager Date
James Bujtor, Chair Date Molly Stump, City Attorney Date
Richard Baptist, Vice Chair Date Rumi Portillo, HR Director Date
Dave Yuan, Treasurer Date Tori Anthony, Sr. HR Adm. Date
Catherine Elvert, Secretary Date Nick Raisch, Chief Negotiator Date
Alan Davis Esq., Davis & Reno Date
Period 1 5/23/2016 6/30/2016 Period 2 7/1/2016 6/30/2017 Period 3 7/1/2017 12/9/2018
Name
Days in Adj
1
% 4.5% &
1/3 mkt adj $ Total
Days in
Adj 2
2.5% & 2/3
mkt adj
0.5%
Pension $ Total2
Days in
Adj 3
7/1/17 @
2.5%2 0.5% Pension $Total Total %Total $Job Title
Batchelor , Dean E 29 8.67%$1,839 86 10.83%-0.50%$11,949 0 2.50%-0.50%$0 21.00%$13,788 Assistant Director Utilities Engineering
Pishchik , Aleksandr 29 6.59%$1,031 115 6.97%-0.50%$8,104 0 0.00%-0.50%$0 12.56%$9,135 Senior Engineer - U
Hagins , Bryan P 29 4.50%$693 129 2.50%-0.50%$4,455 0 0.00%-0.50%$0 6.00%$5,148 Utilities Supervisor
Kamiyama , Russell R 29 9.57%$1,685 129 12.63%-0.50%$16,997 0 0.00%-0.50%$0 21.20%$18,683 Mgr Electric Oprns
Ratchye , Jane O 29 8.67%$2,043 129 10.83%-0.50%$19,914 0 0.00%-0.50%$0 18.50%$21,957 Asst Dir Ut/Res Mgmt
Ghaffari , Javad 29 9.57%$1,666 260 12.63%-0.50%$33,866 180 2.50%-0.50%$25,606 23.70%$61,138 Mgr Util Oprns Wgw
Yahne , Scott G 29 4.50%$695 260 2.50%-0.50%$9,002 215 2.50%-0.50%$9,734 8.50%$19,431 Utilities Supervisor
Ward , Marites 29 4.50%$435 260 2.50%-0.50%$5,638 235 2.50%-0.50%$6,664 8.50%$12,737 Administrative Assistant - U
Padilla , Monica V 22 4.50%$551 195 2.50%-0.50%$7,142 180 2.50%-0.50%$8,621 8.50%$16,314 Senior Resources Planner
Rincon , Samuel H 0 4.50%$0 35 2.50%-0.50%$994 315 2.50%-0.50%$11,693 8.50%$12,687 Utilities Supervisor
Alvarado , Frank J 29 4.50%$687 260 2.50%-0.50%$8,892 375 2.50%-0.50%$16,771 8.50%$26,350 Utilities Supervisor
Kaiser , Thomas W 29 7.23%$890 260 7.97%-0.50%$16,221 375 2.50%-0.50%$26,578 16.70%$43,688 Utility Safety Officer
Lesch , Bruce E 29 4.50%$612 260 2.50%-0.50%$7,931 375 2.50%-0.50%14,958 8.50%$23,502 Manager Utilities Program Services
Strickland , Jasen M 29 4.50%$676 260 2.50%-0.50%$8,760 375 2.50%-0.50%$16,521 8.50%$25,957 Utilities Supervisor
Jagannath , Gopal 29 9.11%$1,393 260 6.97%-0.50%$21,356 375 2.50%-0.50%$34,756 17.58%$57,504 Supervising Electric Project Engineer
Fleming , James Patrick 29 4.50%$637 260 2.50%-0.50%$8,247 375 2.50%-0.50%$15,555 8.50%$24,439 Sr. Management Analyst - U
Thompson , James A 29 6.73%$1,121 260 6.97%-0.50%$19,708 375 2.50%-0.50%32,732 15.20%$53,560 Senior Electrical Engineer
Fattah , Taha M 0 4.50%$0 - 2.50%-0.50%$0 190 2.50%-0.50%$7,429 8.50%$7,429 Sr. Business Analyst
Williams , David S 4 9.57%$229 260 12.63%-0.50%$33,807 375 2.50%-0.50%$53,254 23.70%Mgr Electric Oprns
Williams , David S 25 4.50%$598 - 12.63%-0.50%$0 0 2.50%-0.50%$0 18.63%$87,888 Utilities Supervisor
Ting , Tom N 29 8.80%$1,602 260 11.10%-0.50%$31,660 375 2.50%-0.50%50,371 21.40%$83,633 Engr Mgr - Electric
Abendschein , Jonathan E 0 8.67%$0 123 10.83%-0.50%$15,637 375 2.50%-0.50%$52,693 21.00%Asst Dir Ut/Res Mgmt
Abendschein , Jonathan E 29 4.50%$741 136 2.50%-0.50%$5,018 0 2.50%-0.50%$0 8.50%$74,830 Senior Resources Planner
Antonio , Romel G 29 6.59%$1,006 260 6.97%-0.50%$17,872 375 2.50%-0.50%$29,724 15.06%$48,601 Senior Engineer - U
Auzenne , Tommey A 29 7.27%$1,357 260 8.03%-0.50%$24,769 375 2.50%-0.50%40,552 16.80%$66,678 Assistant Director Utl Cust Support Svs
Baptist , Richard L 29 4.50%$693 260 2.50%-0.50%$8,979 375 2.50%-0.50%$16,935 8.50%$26,607 Utilities Supervisor
Boyd , Kenneth F 29 4.50%$687 260 2.50%-0.50%$8,892 375 2.50%-0.50%$16,771 8.50%$26,350 Utilities Supervisor
Bujtor , James S 29 6.73%$1,091 260 6.97%-0.50%$19,181 375 2.50%-0.50%$31,856 15.20%$52,128 Senior Electrical Engineer
Carlsen , Todd M 29 4.50%$695 260 2.50%-0.50%$9,002 375 2.50%-0.50%$16,978 8.50%$26,675 Utilities Supervisor
Dailey , Karla A 22 4.50%$551 195 2.50%-0.50%$7,142 281 2.50%-0.50%$13,470 8.50%$21,163 Senior Resources Planner
Dauler , Heather L 29 4.50%$735 260 2.50%-0.50%$9,522 375 2.50%-0.50%$17,960 8.50%$28,217 Senior Resources Planner
Elvert , Catherine Victor 29 4.50%$610 260 2.50%-0.50%$7,900 375 2.50%-0.50%$14,900 8.50%$23,409 Mgr Communications
Enderby , Kevin William 29 4.50%$704 260 2.50%-0.50%$9,114 375 2.50%-0.50%$17,190 8.50%$27,007 Principal Management Analyst - U
Enerio , Anthony C 29 4.50%$650 260 2.50%-0.50%$8,415 375 2.50%-0.50%$15,871 8.50%$24,936 Mgr Cust Svc & Meter Reading
Item , Robert W 29 6.59%$1,041 260 6.97%-0.50%$18,505 375 2.50%-0.50%$30,777 15.06%$50,323 Senior Engineer - U
Jovel , Jose R 29 6.59%$879 260 6.97%-0.50%$15,620 375 2.50%-0.50%25,979 15.06%$42,477 Senior Engineer - U
Keniston , Charles E 0 4.50%$0 43 2.50%-0.50%$1,276 375 2.50%-0.50%$14,553 8.50%$15,829 Senior Resources Planner
Lloyd-Zannetti , Debra J 29 9.57%$1,724 260 12.63%-0.50%$35,057 375 2.50%-0.50%$55,223 23.70%$92,005 Utilities Compliance Manager
Maan , Raveen S 29 4.50%$656 260 2.50%-0.50%$8,497 375 2.50%-0.50%16,027 8.50%$25,180 Manager, Utilities Credit & Collection
PERB Order Implementation
Based on April 26, 2016 Offer
Adjustment 1 Adjustment 2 Adjustment 3
Marshall , Tomm 29 8.67%$1,839 260 10.83%-0.50%$36,125 375 2.50%-0.50%57,588 21.00%$95,552 Assistant Director Utilities Operations
Meneses , Anthony 0 4.50%$0 43 2.50%-0.50%$956 375 2.50%-0.50%$10,904 8.50%$11,860 Utilities Supervisor
Mintz , Michael G 29 6.73%$1,066 260 6.97%-0.50%$18,741 375 2.50%-0.50%31,127 15.20%$50,934 Senior Electrical Engineer
Nguyen , Huynh N 29 6.73%$1,121 260 6.97%-0.50%$19,708 375 2.50%-0.50%32,732 15.20%$53,560 Senior Electrical Engineer
Pachikara , Jim T 29 6.73%$1,066 260 6.97%-0.50%$18,750 375 2.50%-0.50%31,140 15.20%$50,956 Senior Electrical Engineer
Perkins , Aaron 0 6.59%$0 - 6.97%-0.50%$0 279 2.50%-0.50%$25,049 15.06%$25,049 Senior Engineer - U
Reinert , John A 29 4.50%$693 260 2.50%-0.50%$8,979 375 2.50%-0.50%$16,935 8.50%$26,607 Utilities Supervisor
Rodriguez , Leticia 29 4.50%$603 260 2.50%-0.50%$7,805 375 2.50%-0.50%$14,721 8.50%$23,129 Utilities Supervisor
Santos , Silvia L 29 6.59%$1,060 260 6.97%-0.50%$18,825 375 2.50%-0.50%$31,310 15.06%$51,194 Senior Engineer - U
Silva , Jorge M 29 4.50%$687 260 2.50%-0.50%$8,892 375 2.50%-0.50%$16,771 8.50%$26,350 Mgr Util Oprns Wgw
Stack , James A 29 4.50%$735 260 2.50%-0.50%$9,522 375 2.50%-0.50%$17,960 8.50%$28,217 Senior Resources Planner
Swaminathan , Shiva Ran 29 4.50%$744 260 2.50%-0.50%$9,641 375 2.50%-0.50%$18,184 8.50%$28,570 Senior Resources Planner
Tam , Christine 15 4.50%$331 130 2.50%-0.50%$4,287 130 2.50%-0.50%$5,605 8.50%$10,223 Senior Resources Planner
Tam , Christine 4.50%$0 2.50%-0.50%$0 86.25 2.50%-0.50%$3,719 8.50%$3,719 Senior Resources Planner
Tappetla , Sushma 29 4.50%$628 260 2.50%-0.50%$8,135 375 2.50%-0.50%$15,343 8.50%$24,107 Sr. Business Analyst
Vuong , Anna A 29 4.50%$642 260 2.50%-0.50%$8,318 375 2.50%-0.50%$15,688 8.50%$24,647 Sr. Business Analyst
Yuan , David I 29 4.50%$741 260 2.50%-0.50%$9,601 375 2.50%-0.50%$18,108 8.50%$28,449 Utilities Strategic Business Manager
CITY OF PALO ALTO OFFICE OF THE CITY CLERK
February 22, 2021
The Honorable City Council
Palo Alto, California
Adoption of a Resolution Scheduling the City Council Summer Break
and Winter Closure for 2021
RECOMMENDATION
Adopt the Resolution (Attachment A) scheduling the City Council 2021
Summer Break and Winter Closure on dates determined by Council.
BACKGROUND
Under Municipal Code Section 2.04.010(b), each year, no later than the third
meeting in February, the Council shall, by Resolution, schedule its vacation
for that year. During the vacation period, the Code states that there shall be
no regular meetings of the Council or its standing committees. Under the
Code, the Mayor or a majority of the Council may call a special meeting
during the scheduled vacation, if necessary.
Staff proposes Tuesday, June 22, 2021 through Sunday, August 1, 2021 for
the summer break. Additionally, Staff proposes Tuesday, December 21, 2021
through Sunday, January 2, 2022 for the winter closure.
Staff respectfully requests Council’s determination regarding the dates to be
set for the Council breaks and adoption of the attached Resolution.
ATTACHMENTS:
• Attachment A: RESO 2021 Council Vacation (DOCX)
Department Head: Beth Minor, City Clerk
Page 2
NOT YET APPROVED
Resolution No.
Resolution of the Council of the City of Palo Alto Scheduling the
City Council Summer Vacation and Winter Closure for Calendar Year 2021
R E C I T A L S
A. Pursuant to Section 2.04.010 of the Municipal Code, the City Council must
schedule its annual vacation for each calendar year no later than the third meeting in February.
B. The City Council desires to set its annual vacation for 2021.
NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows:
SECTION 1. The City Council sets its summer vacation for calendar year 2021
from Wednesday, June 23, 2021 through Sunday, August 8, 2021 and winter closure from
Wednesday, December 15, 2021 through Sunday, January 2, 2022.
SECTION 2. The Council finds that the adoption of this resolution does not meet
the definition of a project under Public Resources Code Section 21065, thus, no environmental
assessment under the California Environmental Quality Act is required.
INTRODUCED AND PASSED: February 22, 2021
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST: APPROVED:
___________________________________ ____________________________________
City Clerk Mayor
APPROVED AS TO FORM:
______________________________ ____________________________________
City Attorney City Manager
1
1 of 1
TO: HONORABLE COUNCIL MEMBERS
FROM: BETH MINOR, CITY CLERK
DATE: FEBRUARY 22, 2021
SUBJECT: AGENDA ITEM NUMBER 6- Adoption of a Resolution Scheduling the City Council
Summer Break and Winter Closure for 2021
The dates listed in the report for both the summer break and winter closure were incorrectly
stated, however, the dates in the resolution attached to the report are correct. The suggested
summer break is Wednesday, June 23, 2021 through Sunday, August 8, 2021. The Winter
closure dates are Wednesday, December 15, 2021 through Sunday, January 2, 2022.
_______________________
Beth Minor
City Clerk
6
Beth D. Minor
City of Palo Alto (ID # 11992)
City Council Staff Report
Report Type: Action Items Meeting Date: 2/22/2021
City of Palo Alto Page 1
Summary Title: Second Reading: Temporary Ordinance - Retail Zoning
Title: SECOND READING: Adoption of a Temporary Ordinance Amending Title
18 (Zoning) of the Palo Alto Municipal Code to Broaden Permissible Uses and
Raise Thresholds for Conditional Use Perm its for Some Land Uses Throughout
the City. Environmental Review: California Environmental Quality Act (CEQA)
Exemption 15061(b)(3) (FIRST READING: December 14, 2020 PASSED: 7 -0)
(Continued From January 25, 2021)
From: City Manager
Lead Department: Plannin g and Development Services
Ah, Recommendation
Staff recommends that Council:
1. Adopt the attached temporary ordinance for second reading, or
2. Direct staff to modify the temporary ordinance and return with an amended ordinance.
Background
On November 9, 2020, the City Council received an update on the City’s community and
economic recovery strategies. The City Council directed1 staff to return on December 14 with
an ordinance to temporarily implement discrete amendments to the zoning code that would
broaden the definition of retail uses and relax the conditional use permit threshold for certain
uses; the temporary ordinance was adopted on first reading without any changes.2, 3
The second reading of the ordinance was presented to the City Council on Januar y 11, 2021,
where it was pulled from the consent calendar by Councilmembers Stone, Kou, Vice Mayor Burt
and Mayor DuBois. The ordinance was placed on the January 19, 2021 agenda; staff prepared
1 November 9, 2020 Action Minutes:
https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=42635.86&BlobID=79443
2 December 14, 2020 Staff Report:
https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=60118.96&BlobID=79480
3 December 14, 2020 Action Minutes: https://www.cityofpaloalto.org/civicax/filebank/documents/79829
City of Palo Alto Page 2
an at-places memo4 to respond to questions received from Councilmember Stone. Due to the
lateness of the meeting, the item was continued to a date uncertain.
Included with this report is the Council approved ordinance from December 19, 2020. Staff
recommends the Council discuss any outstanding issues or concerns with the temporary
ordinance and either approve its second reading or direct staff to make modifications as
appropriate.
Policy Implications
The proposed amendments are relatively minor consistent with Council direction. The changes,
while inspired by a discussion on the City’s economic and community strategies in response to
the coronavirus, are reasonable modifications that would be appropriate post pandemic and
when economic conditions have recovered.
It is anticipated the attached ordinance will faci litate the establishment of some retail and
retail-like uses and limit the number of commercial vacancies, but the extent of the impact is
unknown.
Resource Impact
The recommendation in this report does not have any significant fiscal or budgetary impact s.
Timeline
If adopted on second reading, the ordinance becomes effective on the 31 st day following
adoption and will remain valid through June 30, 2022.
Stakeholder Engagement
Staff has engaged property owners, property managers, and business owners over the past
several months on a variety of topics related to economic recovery. Some of these discussions
have helped inform the recommendations in this report. No additional outreach was conducted
following the City Council’s direction to draft the attached ordinance on November 9, 2020.
Environmental Review
The project is exempt from the California Environmental Quality Act (CEQA) in accordance with
CEQA Guidelines 15061(b)(3) in that it can be seen with certainty that ordinance will not have a
significant impact on the environment. The ordinance makes minor adjustments to land use
definitions and modest changes to the thresholds for discretionary review.
Attachments:
Attachment A: Draft ordinance retail November 23 2020 (PDF)
4 At Places Memo, dated January 19, 2021: https://www.cityofpaloalto.org/civicax/filebank/documents/79946
*NOT YET APPROVED*
1
0160034_20201203_ay_16
Ordinance No. ___
Ordinance of the Council of the City of Palo Alto Amending Palo Alto Municipal Code
(PAMC) Title 18 (Zoning), Chapters 18.04 (Definitions), 18.16 (Neighborhood,
Community, and Service Commercial (CN, CC and CS) Districts), 18.18 (Downtown
Commercial (CD) Districts) and 18.30 (A) and (C) – the Retail and Ground Floor
combining districts
The Council of the City of Palo Alto does ORDAIN as follows:
SECTION 1. Findings and Declarations. The City Council finds and declares as follows:
A. On March 4, 2020, California Governor Gavin Newsom declared a State of Emergency
due to the threat of Coronavirus Disease 2019 (“COVID-19”).
B. As a result of the COVID-19 pandemic and the public health response, restaurant, retail,
tourism, and hospitality business has significantly declined and the nation is
experiencing a recession.
C. The City Council desires to relax certain zoning regulations in the City’s commercial
zoning districts to address some of the economic challenges created by the COVID-19
pandemic and to spur economic activity.
D. The public health, safety, or welfare require that such changes to the City’s zoning
regulations be enacted for a temporary period and as expediently as possible, without
review by the Planning and Transportation Commission pursuant to Palo Alto Municipal
Code section 18.80.090.
SECTION 2. Section 18.04.030 (Definitions) of Chapter 18.04 (Definitions) of Title 18
(Zoning) of the Palo Alto Municipal Code is amended to read as follows:
18.04.030 Definitions
(a) Throughout this title the following words and phrases shall have the meanings
ascribed in this section.
[. . .]
(45) “Drive-in/drive-through service” means a feature or characteristic of a use involving
sales of products or provision of services to occupants in vehicles, including drive-in or drive-up
windows and drive- through services such as mechanical automobile washing, pharmacy
windows, coffee stands, automatic teller machines, etc.
[. . .]
*NOT YET APPROVED*
2
0160034_20201203_ay_16
(47) “Eating and drinking service” means a use providing preparation and retail sale of
food and beverages with a full menu and providing indoor seating area. Eating and drinking
service include presence of a full commercial kitchen and commercial dishwasher. including
restaurants, fountains, cafes, coffee shops, sandwich shops, ice cream parlors, taverns, cocktail
lounges and similar uses. For establishments with incidental sale alcoholic beverages, a
minimum of 50% of revenues from an ‘eating and drinking service’ must be derived from the
sale of food. Related definitions are provided in subsections (45) (Drive-in/drive-through
service), (125)(B) (Intensive retail service) and (136) (Take-out service).
[. . .]
(95) “Medical office” means a use providing consultation, diagnosis, therapeutic,
preventive, or corrective personal treatment services by doctors, dentists, medical and dental
laboratories, and similar practitioners of medical and healing arts for humans, licensed for such
practice by the state of California. Incidental medical and/or dental research within the office is
considered part of the office use, where it supports the on-site patient services. Medical office
use does not include the storage or use of hazardous materials in excess of the permit
quantities as defined in Title 15 of the Municipal Code. Medical gas storage or use shall be
allowed up to 1,008 cubic feet per gas type and flammable liquids storage and use shall be
allowed up to 20 gallons total (including waste).
(95.1) (A) “Medical research” means a use related to medical and/or dental research,
testing and analysis, including but not limited to trial and clinical research. Biomedical and
pharmaceutical research and development facilities are not included in this definition. Medical
Research does not include the storage or use of quantities of hazardous materials above the
exempt quantities listed in Title 15 of the Municipal Code nor any toxic gas regulated by Title
15. Additionally, Medical Research may include storage and use of etiological (biological) agents
up to and including Risk Group 2 or Bio Safety Level 2 (Center for Disease Control).
(95.2) (B) “Medical support retail” means a retail use providing sales, rental, service, or
repair of medical products and services to consumers or businesses, and whose location near
hospitals or medical offices facilitates the provision of medical care or medical research.
Examples of medical retail uses typically include, but are not limited to, pharmacies, sale of
prosthetics, and sale of eyeglasses or other eye care products.
(95.3) (C) “Medical support service” means a use providing administrative support
functions for healthcare providers or facilities, intended to support the operations of hospitals
or of medical and dental office uses, and whose location near those medical facilities enhances
the interaction between medical providers and/or facilitates the provision of medical care or
medical research. Examples of medical support service uses typically include, but are not
limited to, administration and billing services, public relations, training, and fundraising.
Hospitals and ambulance services are not included in this definition.
[. . .]
*NOT YET APPROVED*
3
0160034_20201203_ay_16
(114) “Personal service” means a use providing services of a personal convenience
nature, and cleaning, repair or sales incidental thereto, including:
(A) Beauty shops, nail salons, day spas, and barbershops;
(B) Self-service laundry and cleaning services; laundry and cleaning pick-up stations
where all cleaning or servicing for the particular station is done elsewhere; and laundry and
cleaning stations where the cleaning or servicing for the particular station is done on site,
utilizing equipment meeting any applicable Bay Area Air Quality Management District
requirements, so long as no cleaning for any other station is done on the same site, provided
that the amount of hazardous materials stored does not at any time exceed the threshold
which would require a permit under Title 17 (Hazardous Materials Storage) of this code;
(C) Repair and fitting of clothes, shoes, and personal accessories;
(D) Quick printing and copying services where printing or copying for the particular
service is done on site, so long as no quick printing or copying for any off-site printing or
copying service is done on the same site;
(E) Internet and other consumer electronics services;
(F) Film, data and video processing shops, including shops where processing for the
particular shop is done on site, so long as no processing for any other shop is done on the same
site;
(G) Art, dance or music studios intended for an individual or small group of persons in a
class (see “commercial recreation” for other activities); and
(H) Fitness and exercise studios, or similar uses, in a space having of 1,800 5,000 square
feet or fewer of gross floor area (see “commercial recreation” for uses exceeding 5,000 square
feet other activities).
(I) Learning centers intended for individual or small group settings, including tutoring,
standardized test preparation, language classes, after-school programs, cooking classes, and
similar uses.
[. . .]
(125) “Retail service” means a use open to the public during typical business hours and
predominantly engaged in providing retail sale, rental, service, processing, or repair of items
primarily intended for consumer or household use.
(A) “Extensive retail service,” as used with respect to parking requirements, means a
retail sales use having more than seventy-five percent of the gross floor area used for display,
sales, and related storage of bulky commodities, including household furniture and appliances,
lumber and building materials, carpeting and floor covering, air conditioning and heating
equipment, and similar goods, which uses have demonstrably low parking demand generation
per square foot of gross floor area.
*NOT YET APPROVED*
4
0160034_20201203_ay_16
(B) “Intensive retail service” as used with respect to parking requirements, means any
retail service use not defined as extensive retail service and including limited food service (i.e.
‘ready-to-eat’ food and/or beverage shops without a full commercial kitchen, where food
and/or beverages are ready to consume at the time of sale and any seating area is limited;
examples include sandwiches, frozen desserts, non-alcoholic beverages, and baked items).
[. . .]
(136) “Take-out service” means a characteristic of an eating or drinking service which
encourages, on a regular basis, consumption of food or beverages, such as prepared or
prepackaged items, outside of a building, in outdoor seating areas where regular table service is
not provided, in vehicles parked on the premises, or off-site. Take-out service does not include
intensive retail service uses, as defined in subsection (125)(B).
[. . .]
SECTION 3. Section 18.16.040 (Land Uses) of Chapter 18.16 (Neighborhood,
Community, and Service Commercial (CN, CC, CS) Districts) of Title 18 (Zoning) of the Palo Alto
Municipal Code is amended to read as follows:
The uses of land allowed by this chapter in each commercial zoning district are identified in the
following tables. Land uses that are not listed on the tables are not allowed, except where
otherwise noted. Where the last column on the following tables ("Subject to Regulations in")
includes a section number, specific regulations in the referenced section also apply to the use;
however, provisions in other sections may apply as well.
(a) Commercial Zones and Land Uses
Permitted and conditionally permitted land uses for each commercial zone are shown in Table
1:
TABLE 1
PERMITTED AND CONDITIONALLY PERMITTED USES
P = Permitted Use CUP = Conditional Use Permit Required
LAND USE CN(4) CC, CC(2) CS (4) Subject to Regulations In:
ACCESSORY AND SUPPORT
USES
Accessory facilities and activities
customarily associated with or
essential to permitted uses, and
operated incidental to the principal
use.
P P P 18.42
Drive-in services or take-out
services associated with permitted
uses(3)
CUP CUP CUP 18.42
*NOT YET APPROVED*
5
0160034_20201203_ay_16
Tire, battery, and automotive service
facilities, when operated incidental to
a permitted retail service or
shopping center having a gross floor
area of more than 30,000 square
feet.
CUP 18.42, 18.40.160
Safe Parking 18.42.160
EDUCATIONAL, RELIGIOUS, AND
ASSEMBLY USES
Business and Trade Schools P P
Churches and Religious Institutions P P P
Private Educational Facilities CUP P P
Private Clubs, Lodges, or Fraternal
Organizations
CUP P P
MANUFACTURING AND
PROCESSING USES
Recycling Centers CUP CUP CUP
Warehousing and Distribution CUP
OFFICE USES
Administrative Office Services P 18.16.050
Medical Offices CUP
(5)
CUP (5) CUP (5) 18.16.050
Professional and General Business
Offices
P P P 18.16.050
PUBLIC/QUASI-PUBLIC USES
Utility Facilities essential to provision
of utility services but excluding
construction or storage yards,
maintenance facilities, or corporation
yards.
CUP CUP CUP
RECREATION USES
Commercial Recreation CUP
(5)
CUP (5) CUP (5) 18.40.160
Outdoor Recreation Services CUP CUP CUP
*NOT YET APPROVED*
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0160034_20201203_ay_16
RESIDENTIAL USES
Multiple-Family P(1) P(1) P(1) 18.16.060(b) and (c)
Home Occupations P P P
Residential Care Homes P P P
RETAIL USES
Eating and Drinking Services,
excluding drive-in and take-out
services
P P P 18.40.160
Retail Services, excluding liquor
stores
P P P 18.40.160
Liquor stores CUP P P 18.40.160
Shopping Centers P 18.16.060(e), 18.40.160
SERVICE USES
Ambulance Services CUP CUP CUP
Animal Care, excluding boarding
and kennels
P P P
Boarding and Kennels CUP
Automobile Service Stations CUP CUP CUP 18.30(G)
Automotive Services CUP
Convalescent Facilities CUP P P
Day Care Centers P P P 18.40.160
Small Family Day Care Homes P P P
Large Family Day Care Homes P P P
Small Adult Day Care Homes P P P
Large Adult Day Care Homes CUP P P
Banks and Financial Services V CUP P(2) P(2)
General Business Services CUP P
Hotels P P 18.16.060(d), 18.40.160
*NOT YET APPROVED*
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0160034_20201203_ay_16
Mortuaries CUP P P
Neighborhood Business Services P 18.16.060(f)
Personal Services P P P 18.16.060(f), 18.40.160
Reverse Vending Machines P P P
TEMPORARY USES
Farmer's Markets CUP CUP CUP
Temporary Parking Facilities,
provided that such facilities shall
remain no more than five years.
CUP CUP CUP
TRANSPORTATION USES
Parking as a principal use CUP CUP
Transportation Terminals CUP CUP
P = Permitted Use CUP = Conditional Use Permit Required
(1) Residential is only permitted: (i) as part of a mixed use development, pursuant to the provisions of
Section 18.16.060(b), or (ii) on sites designated as housing inventory sites in the Housing Element of the
Comprehensive Plan, (iii) on CN or CS sites on El Camino Real, or (iv) on CC(2) sites, all pursuant to the
provisions of Section 18.16.060(b) and (c).
(2) Except drive-in services.
(3) So long as drive up facilities, excluding car washes, provide full access to pedestrians and
bicyclists. A maximum of two such services shall be permitted within 1,000 feet, and each use shall not
be less than 150 feet from one another.
(4) For properties in the CN and CS zone districts, businesses that operate or have associated
activities at any time between the hours of 10:00 p.m. and 6:00 a.m. require a conditional use permit.
(5) A conditional use permit is not required for medical office or commercial recreation uses up to
5,000 square feet of gross floor area.
[. . .]
SECTION 4. Section 18.16.060 (Development Standards) of Chapter 18.16
(Neighborhood, Community, and Service Commercial (CN, CC, CS) Districts) of Title 18 (Zoning)
of the Palo Alto Municipal Code is amended to read as follows:
*NOT YET APPROVED*
8
0160034_20201203_ay_16
18.16.060 Development Standards
[. . .]
(f) Size of Establishments in the CN District
In the CN district, permitted commercial uses shall not exceed the floor area per individual use
or business establishment shown in Table 5. Such uses may be allowed to exceed the maximum
establishment size, subject to issuance of a conditional use permit in accord with Section
18.76.010. The maximum establishment size for any conditional use shall be established by the
director and specified in the conditional use permit for such use.
TABLE 5
MAXIMUM SIZE OF ESTABLISHMENT
Type of Establishment Maximum Size (sq ft)
Personal Services 2,500 3,000
Retail services, except grocery stores 15,000
Grocery stores 20,000
Eating and drinking services 5,000
Neighborhood business services 2,500 3,000
[. . .]
(h) Outdoor Sales and Storage
(2) In the CC district and in the CC (2) district, the following regulations shall apply to outdoor
sales and storage:
(A) Except in shopping centers, all permitted office and commercial activities shall be
conducted within a building, except for:
(i) Incidental sales and display of plant materials and garden supplies occupying no more
than 2,000 square feet of exterior sales and display area,
(ii) Outdoor eating areas operated incidental to permitted eating and drinking services or
intensive retail uses,
(iii) Farmers’ markets that have obtained a conditional use permit, and
(iv) Recycling centers that have obtained a conditional use permit.
(B) Any permitted outdoor activity in excess of 2,000 square feet shall be subject to a
conditional use permit.
SECTION 5. Sections 18.18.050 (Land Uses) of Chapter 18.18 (Commercial Downtown
(CD) District) of Title 18 (Zoning) of the Palo Alto Municipal Code is amended to read as follows:
*NOT YET APPROVED*
9
0160034_20201203_ay_16
18.18.050 Land Uses
The uses of land allowed by this chapter in each commercial zoning district are
identified in the following table. Land uses that are not listed on the tables are not allowed,
except where otherwise noted. Where the last column on the following tables ("Subject to
Regulations in") includes a section number, specific regulations in the referenced section also
apply to the use; however, provisions in other sections may apply as well.
Permitted and conditionally permitted land uses for the CD district are shown in Table 1:
Table 1
CD Permitted and Conditionally Permitted Uses
P Permitted Use • CUP Conditional Use Permit Required
CD-C CD-S CD-N Subject to
regulations in
Chapter:
ACCESSORY USES
Accessory facilities and activities associated with or
essential to permitted uses, and operated incidental
to the principal use
P P P
Drive-in or Take-out Services associated with
permitted uses (2)
CUP CUP CUP
Tire, battery, and automotive service facilities, when
operated incidental to a permitted retail service or
shopping center having a gross floor area of more
than 30,000 square feet
CUP
18.40.160
Safe Parking 18.42.160
EDUCATIONAL, RELIGIOUS, AND ASSEMBLY
USES
Business and Trade Schools P P
Churches and Religious Institutions P P P
Private Educational Facilities P P CUP
Private Clubs, Lodges, or Fraternal Organizations P P CUP
MANUFACTURING AND PROCESSING USES
*NOT YET APPROVED*
10
0160034_20201203_ay_16
Recycling Centers CUP CUP CUP
Warehousing and Distribution
CUP
OFFICE USES
Administrative Office Services P 18.18.060(f)
Medical, Professional, and General Business
Offices
P P P 18.18.060(f)
PUBLIC/QUASI-PUBLIC FACILITY USES
Utility Facilities essential to provision of utility
services but excluding construction or storage
yards, maintenance facilities, or corporation yards
CUP CUP
RECREATION USES
Commercial Recreation CUP
(3)
CUP
(3)
CUP
(3)
Outdoor Recreation Services CUP CUP CUP
RESIDENTIAL USES
Multiple-Family P (1) P (1) P (1) 18.18.060(b)
Home Occupations P P P
Residential Care Homes P P P
RETAIL USES
Eating and Drinking Services, except drive-in or
take-out services
P P P 18.18.060(g) , 1
8.40.160
Retail Services, excluding liquor stores P P P 18.18.060(g) , 1
8.40.160
Shopping Centers P
18.18.060(g) , 1
8.40.160
Liquor Stores P P CUP 18.40.160
SERVICE USES
*NOT YET APPROVED*
11
0160034_20201203_ay_16
Animal Care, excluding boarding and kennels P P P
Ambulance Services CUP CUP CUP 18.30(G)
Automobile Service Stations CUP CUP CUP
Automobile Services CUP
Convalescent Facilities P P CUP
Day Care Centers P P P 18.40.160
Small Family Day Care Homes P P P
Large Family Day Care Homes P P P
Small Adult Day Care Homes P P P
Large Adult Day Care Homes
Financial Services, except drive-up services P P CUP
General Business Services CUP P P
Hotels P P P 18.18.060(d) , 1
8.40.160
Mortuaries P P CUP
Personal Services P P P 18.18.060(g) , 1
8.40.160
Reverse Vending Machines P P P
TRANSPORTATION USES
Parking as a principal use CUP CUP
Passenger Transportation Terminals
CUP
TEMPORARY USES
Indoor Farmers’ Markets CUP CUP CUP
Temporary Parking Facilities, provided that such
facilities shall remain no more than five years
CUP CUP CUP
*NOT YET APPROVED*
12
0160034_20201203_ay_16
P Permitted Use CUP Conditional Use Permit Required
(1) Residential is only permitted as part of a mixed use development, pursuant to the provisions
of Section 18.18.060(b), or on sites designated as Housing Opportunity Sites in the Housing
Element of the Comprehensive Plan, pursuant to the provisions of Section 18.18.060(c).
(2) Drive-up facilities, excluding car washes, provide full access to pedestrians and bicyclists. A
maximum of two such services shall be permitted within 1,000 feet and each use shall not be less
than 150 ft from one another.
(3) A conditional use permit is not required for commercial recreation uses up to 5,000 square
feet of gross floor area.
SECTION 6. Section 18.18.060 (Development Standards) of Chapter 18.18 (Commercial
Downtown (CD) District) of Title 18 (Zoning) of the Palo Alto Municipal Code is amended to read
as follows:
[. . .]
(g) Restrictions on Size of Commercial Establishments in CD-N Subdistrict
In the CD-N subdistrict, permitted commercial uses shall not exceed the floor area per
individual use or business establishment shown in Table 4. Such uses may be allowed to exceed
the maximum establishment size, subject to the issuance of a conditional use permit in
accordance with Chapter 18.76. The maximum establishment size for any conditional use shall
be established by the director and specified in the conditional use permit for such use.
TABLE 4
MAXIMUM SIZE OF ESTABLISHMENT
Type of Establishment Maximum Size (ft 2 )
Personal Services 2,500 3,000
Retail services, except grocery stores 15,000
Grocery stores 20,000
Eating and drinking services 5,000
(h) Outdoor Sales and Storage.
The following regulations shall apply to outdoor sales and storage in the CD district:
(1) CD-C Subdistrict
*NOT YET APPROVED*
13
0160034_20201203_ay_16
In the CD-C subdistrict, the following regulations apply:
(A) Except in shopping centers, all permitted office and commercial activities shall be
conducted within a building, except for:
(i) Incidental sales and display of plant materials and garden supplies occupying no
more than 2,000 square feet of exterior sales and display area,
(ii) Outdoor eating areas operated incidental to permitted eating and drinking services
or intensive retail uses,
(iii) Farmers' markets which have obtained a conditional use permit, and
(iv) Recycling centers that have obtained a conditional use permit.
(B) Any permitted outdoor activity in excess of 2,000 square feet shall be subject to a
conditional use permit.
(C) Exterior storage shall be prohibited, except recycling centers which have obtained a
conditional use permit.
(2) CD-S Subdistrict
In the CD-S subdistrict, outdoor sales and display of merchandise, and outdoor eating areas
operated incidental to permitted eating and drinking services and intensive retail uses shall be
permitted subject to the following regulations:
(A) Outdoor sales and display shall not occupy a total site area exceeding the gross
building floor area on the site, except as authorized by a conditional use permit.
(B) Areas used for outdoor sales and display of motor vehicles, boats, campers, camp
trailers, trailers, trailer coaches, house cars, or similar conveyances shall meet the minimum
design standards applicable to off-street parking facilities with respect to paving, grading,
drainage, access to public streets and alleys, safety and protective features, lighting,
landscaping, and screening.
(C) Exterior storage shall be prohibited, unless screened by a solid wall or fence of
between 5 and 8 feet in height.
(3) CD-N Subdistrict
In the CD-N subdistrict, all permitted office and commercial activities shall be conducted
within a building, except for:
(A) Incidental sales and display of plant materials and garden supplies occupying not
more than 500 square feet of exterior sales and display area, and
(B) Farmers' markets that have obtained conditional use permits.
[. . .]
*NOT YET APPROVED*
14
0160034_20201203_ay_16
SECTION 7. Section 18.30(A).040 (Permitted Uses) of Chapter 18.30(A) (Retail Shopping
(R) Combining District Regulations) of Title 18 (Zoning) of the Palo Alto Municipal Code are
amended to read as follows:
Except to the extent a conditional use permit is required pursuant to Section 18.30(A).050, the
following uses shall be permitted in an R district:
(a) Eating and drinking services, except drive-in and take-out services.
(b) Personal services, except the following on California Avenue: beauty shops; nail
salons; barbershops; and laundry and cleaning services as defined in Section 18.04.030(114)(B).
(c) Retail services.
(d) All other uses permitted in the underlying commercial district, provided they are
not located on a ground floor.
SECTION 8. Section 18.30(A).050 (Conditional Uses) of Chapter 18.30(A) (Retail Shopping
(R) Combining District Regulations) of Title 18 (Zoning) of the Palo Alto Municipal Code are
amended to read as follows:
The following uses may be conditionally permitted in an R district, subject to the
issuance of a conditional use permit in accord with Chapter 18.76 (Permits and Approval):
(a) Financial services, except drive-in services, on a ground floor.
(b) All other conditional uses allowed in the underlying commercial district provided
they are not located on a ground floor.
(c) Formula retail businesses on California Avenue.
(d) Beauty shops, nail salons, and barbershops on California Avenue.
SECTION 9. Section 18.30(C).020 (Conditional Uses) of Chapter 18.30(C) (Ground Floor
(GF) Combining District Regulations) of Title 18 (Zoning) of the Palo Alto Municipal Code are
amended to read as follows:
(a) The following uses shall be permitted in the GF combining district, subject to
restrictions in Section 18.40.160180:
(1) Eating and drinking;
(2) Hotels;
(3) Personal services, except for parcels with frontage on University Avenue, where
uses defined in Section 18.04.030(114)(B), (G), and (H) are not permitted;
(4) Retail services;
(5) Theaters;
(6) Travel agencies;
(7) Commercial Recreation up to 5,000 square feet in gross floor area, except for
parcels with frontage on University Avenue;
(78) All other uses permitted in the underlying district, provided such uses are not
on the ground floor.
*NOT YET APPROVED*
15
0160034_20201203_ay_16
(b) Elimination or conversion of basement space currently in retail or retail-like use or
related support purposes is prohibited.
(c) Entrance, lobby, or reception areas serving non-ground floor uses may be located
on the ground floor to the extent reasonably necessary, provided they do not interfere with the
gound ground floor use(s), and subject to the approval of the Director.
SECTION 10. Section 18.30(C).030 (Conditional Uses) of Chapter 18.30(C) (Ground Floor
(GF) Combining District Regulations) of Title 18 (Zoning) of the Palo Alto Municipal Code are
amended to read as follows:
(a) The following uses may be conditionally allowed on the ground floor in the GF
ground floor combining district, subject to issuance of a conditional use permit in accord with
Chapter 18.76 (Permits and Approvals) and with the additional finding required by subsection
(b), subject to restrictions in Section 18.40.160:
(1) Business or trade school;
(2) Commercial recreation over 5,000 square feet in gross floor area or with
frontage on University Avenue;
(3) Day care;
(4) Financial services, except drive in services;
(5) General business service;
(6) All other uses conditionally permitted in the applicable underlying district,
provided such uses are not on the ground floor.
(b) The director may grant a conditional use permit under this section only if he or
she makes the following findings in addition to the findings required by Chapter 18.76 (Permits
and Approvals):
(1) The location, access or design of the ground floor space of the existing building
housing the proposed use, creates exceptional or extraordinary circumstances or conditions
applicable to the property involved that do not apply generally to property in the same district.
(2) The proposed use will not be determined to the retail environment or the
pedestrian-oriented design objectives of the GF combining district.
(c) Any use conditionally permitted pursuant to this section shall be effective only
during the existence of the building that created the exceptional circumstance upon which the
finding set forth in subsection (b) was made.
SECTION 11. Any provision of the Palo Alto Municipal Code or appendices thereto
inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no
further, is hereby repealed or modified to that extent necessary to effect the provisions of this
Ordinance.
SECTION 12. If any section, subsection, sentence, clause, or phrase of this Ordinance is
for any reason held to be invalid or unconstitutional by a decision of any court of competent
jurisdiction, such decision shall not affect the validity of the remaining portions of this
*NOT YET APPROVED*
16
0160034_20201203_ay_16
Ordinance. The City Council hereby declares that it would have passed this Ordinance and each
and every section, subsection, sentence, clause, or phrase not declared invalid or
unconstitutional without regard to whether any portion of the ordinance would be
subsequently declared invalid or unconstitutional.
SECTION 13. The Council finds that the adoption of this ordinance is exempt from the
provisions of the California Environmental Quality Act pursuant to CEQA Guideline sections
15061(b)(3) because it can be seen.
SECTION 14. This ordinance shall be effective on the thirty-first date after the date of its
adoption and shall expire upon the earlier of June 30, 2022 or adoption of replacement
legislation by the City Council. Upon expiration of this ordinance, the City Clerk shall direct the
City’s codifier to update the Palo Alto Municipal Code as appropriate.
INTRODUCED:
PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
NOT PARTICIPATING:
ATTEST:
____________________________ ____________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
____________________________ ____________________________
Assistant City Attorney City Manager
____________________________
Director of Planning & Development
Services
TO: HONORABLE CITY COUNCIL
FROM: JONATHAN LAIT, DIRECTOR
DATE: FEBRUARY 22, 2021
SUBJECT: AGENDA ITEM NO. 7: SECOND READING: ADOPTION OF A TEMPORARY
ORDINANCE AMENDING TITLE 18 (ZONING) OF THE PALO ALTO MUNICIPAL
CODE TO BROADEN PERMISSIBLE USES AND RAISE THRESHOLDS FOR
CONDITIONAL USE PERMITS FOR SOME LAND USES THROUGHOUT THE CITY.
ENVIRONMENTAL REVIEW: CALIFORNIA ENVIRONMENTAL QUALITY ACT
(CEQA) EXEMPTION 15061(B)(3) (FIRST READING: DECEMBER 14, 2020 PASSED:
7-0) (CONTINUED FROM JANUARY 25, 2021)
This memorandum seeks to contextualize the proposed temporary ordinance being considered
by the Council. On January 30, 2021, the Council selected recovery from the pandemic as one of
the City’s top priorities this year. This selection builds on work the Council began last year to
address the pandemic. Prior actions included launching Summer Streets (later Uplift Local
Streets), permitting outdoor dining, developing the temporar y parklet program, launching the
business grant program, and other activities.
Last year, on November 9, 2020, City Council provided two directions regarding community and
economic recovery related to the City’s zoning and regulatory powers. This item follows up on
one of the motions: Returning to Council with “minor adjustments to the definition of what
qualifies as a retail use and adjust the thresholds for retail CUP uses in order to promote retail
activity and decrease vacancies.”
This ordinance captures small changes that could allow more flexibility for ground floor retail
spaces to be occupied by new ventures or for existing businesses to expand. While new
businesses are opening during the pandemic, staff anticipate more businesses will take
advantage of this ordinance as COVID-19 restrictions are relaxed. While the changes are
intended to be minor, with limited impact and controversy, Council may not support all the
changes. In that case, Council can direct specific provisions be eliminated from the ordinance.
The PTC will address the second part of the motion from November 2020 by assessing the
Retail Preservation Ordinance and recommending any changes to the City Council. Through the
discussion of the proposed ordinance, staff hope to better under stand the policy direction
Council members prefer regarding zoning of ground floor commercial spaces in Palo Alto.
This ordinance is just one part of the larger recovery strategy. This ordinance is topically related
to, but separate from, individual applications proposed by property owners. The application for
7
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a zoning text amendment from the owners of Town and Country Village seeks to allow a limited
amount of space to be used for patient-focused medical offices. That application is scheduled
for Council consideration on March 22, 2021. Other property owners may file applications
related to repositioning their properties, which will be processed as required.
Staff will return to Council mid-March to continue the discussion regarding the overall
community and economic recovery strategy. Staff continue to implement the projects and
strategies identified by Council on January 25, 2021. Items will come forward throughout the
year to ensure the recovery occurs in an orderly and efficient manner.
_______________________ _________________________
Rachael Tanner Ed Shikada
Assistant Director of Planning & Development Services City Manager
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City of Palo Alto (ID # 11990)
City Council Staff Report
Report Type: Action Items Meeting Date: 2/22/2021
City of Palo Alto Page 1
Summary Title: Foothills Park Name Change to Foothills Nature Preserve,
Annual Fees, and Capacity Limit
Title: Adoption of an Ordinance Changing the Name of Foothills Park to
Foothills Nature Preserve, and Adoption of an Emergency and Regular
Ordinance to add Annual Vehicle Entrance Fees and Adjust Attendance Limits
at Foothills Park
From: City Manager
Lead Department: Community Services
Recommendation
Staff and the Parks and Recreation Commission recommend that City Council:
1. adopt the attached ordinance to change the name of Foothills Park to Foothills Nature
Preserve, and
2. adopt the attached ordinance and emergency ordinance to amend the Municipal Fee
Schedule to add annual vehicle entrance fees for Foothills Park, and to amend PAMC
Section 22.04.150(k) to adjust attendance limits at Foothills Park.
Background
On August 3, 2020 (Minutes), City Council voted to change the name of Foothills Park to
Foothills Nature Preserve to acknowledge that protecting the natural environment of Foothills
is of utmost importance and to distinguish it as an open space preserve.
On November 2, 2020, City Council passed the following Motion (Minutes):
A. Open Foothills Park to the general public by removing limits on non -residents, while
maintaining the maximum capacity of 1,000 persons and providing residents first access
to reservations for all facilities.
B. Amend or delete outdated and duplicative code language.
C. For the first 90 days, temporarily limit the capacity to 750 people at any one time.
D. Return to Council and the Parks and Recreation Commission with proposals for fee,
capacity, and park management/environmental integrity studies; and
E. Direct staff to use the renaming process to consider renaming Foothills Park to Foo thills
Nature Preserve.
City of Palo Alto Page 2
The Parks and Recreation Commission (PRC), at their January 26, 2021 meeting, discussed
several items related to Foothills Park that were referred to them by City Council (name change,
fees, discounts, rules and enforcement policies). Included in the PRC’s discussion was a concern
that the pending ordinance and emergency ordinance scheduled for February 1, 2021 City
Council Consent Calendar (attached to Agenda Item Number 3) did not include an option for an
annual pass, which could limit frequent park users from visiting the park if they must pay a daily
entrance fee each time they visit. The PRC also discussed the limitation on number of visitors
allowed in the park at one time, which the emergency ordinance limits to 400 people, not to
exceed a maximum of 500 people.
On February 1, 2021, City Council approved the ordinance and emergency ordinance for a $6
vehicle entry fee and visitor limit of 400 peo ple at one time, not to exceed 500 people for
Foothills Park. The February 1, 2021 Council Consent Calendar item on the Foothills Park
emergency ordinance included an At Places Memo that explained that the PRC will hold a
special meeting on February 11, 2021 to discuss and recommend a fee structure for annual
passes for Foothills Park entry and will discuss the 500-person maximum limit to protect the
park environment, and whether that may restrict visitors more than necessary. Staff is now
returning to City Council with the PRC’s recommendations for potential action to refine
Foothills Park regulations in these areas.
Discussion
Renaming Foothills Park to Foothills Nature Preserve
On November 2, 2020 (Minutes), City Council directed staff to follow the City’s Naming Policy
(Policy 1-15/MGR) to change the name of Foothills Park to Foothills Nature Preserve. The policy
states that a proposed park name change should be reviewed and evaluated by the Palo Alto
Historical Association (PAHA), then reviewed by the Parks and Recreation Commission
(Commission) for their recommendation to City Council.
On December 10, 2020, the Palo Alto Historical Association (PAHA) completed their review and
evaluation of the proposed name change for Foothills Park. The PAHA B oard agreed that the
proposed name change to Foothills Nature Preserve is an appropriate name reflecting both the
type of park and its history. At its December 2020 board meeting, the PAHA Board formally
approved its support for renaming the park “Foothills Nature Preserve” (Attachment A).
On January 26, 2021, the Parks and Recreation Commission reviewed the proposed name
change (Staff Report). The Commission voted unanimously (7-0) to recommend that Council
change the name from Foothills Park to Foothills Nature Preserve. The meeting can be viewed
here: https://www.youtube.com/watch?v=Pmme3HYrdBg. The recommended ordinance is
Attachment B.
Annual vehicle entrance fees for Foothills Park and daily capacity limits
The Parks and Recreation Commission will discuss these topics at a Special Meeting on February
City of Palo Alto Page 3
11, 2021 and make a recommendation to City Council at that time. The February 11 staff report
can be found here: https://www.cityofpaloalto.org/civicax/filebank/documents/80187. An At
Places memo with the PRC’s final recommendation and associated ordinances for Council
consideration will be attached to the City Council Agenda in advance of the February 22 Council
meeting.
Timeline
If City Council approves the Parks and Recreation Commission’s recommendation to rename
Foothills Park to Foothills Nature Preserve, this would be the first reading of the ordinance. The
name change would become effective 31 days after the second reading.
If City Council approves the recommendation for annual fees and capacity limits, the
emergency ordinance would become effective immediately upon adoption of the ordinance.
The regular ordinance would become effective 31 days after the second reading of the
ordinance.
Resource Impact
There are several signs that will need to be updated if the name of Foothills Park is changed to
Foothills Nature Preserve. There will also be costs related to print materials (trail maps). The
cost will be approximately $5,000. Funding is available in the FY 2021 Adopted Capital Budget
through project PG-06003, which is designated for park and open space amenities.
Implementation of an Annual Pass will be done utilizing the City’s existing recreation software,
CivicRec. Staff will bring forward budgetary adjustments as appropriate to recognize revenue or
expense impacts of the PRC recommendation and any subsequent Council direction.
Stakeholder Engagement
In addition to Council’s input, the Palo Alto Historical Association reviewed the name change at
their December 20, 2020 board meeting, and on January 26, 2021, the Parks and Recreation
Commission reviewed the proposed name change.
Environmental Review
This name change does not constitute a project under the California Environmental Quality Act.
Environmental review of the entry fee and attendance limit ordinances will be not ed in the At
Places memo following the PRC’s meeting on February 11, 2021.
Attachments:
• Attachment A: Palo Alto Historical Association Report on Foothills Park Name Change
• Attachment B: Ordinance Renaming Foothills Park to Foothills Nature Preserve
Palo Alto Historical Association
P.O. Box 193
Palo Alto, CA 94302
December 10, 2020
Palo Alto City Council
250 Hamilton Avenue
Palo Alto, CA 94301
Dear Members of the Palo Alto City Council,
Following the City’s Naming Policy, city staff has requested comment and evaluation from the
Palo Alto Historical Association regarding a proposed new name for Foothills Park. The PAHA
Board was informed about the proposed name change and the request for their review via email.
The PAHA Board has agreed that the proposed name change to “Foothills Nature Preserve” is an
appropriate name reflecting both the type of park and its previous history. At its December 2020
board meeting, the PAHA Board formally approved its support for renaming the park “Foothills
Nature Preserve”.
For the Palo Alto Historical Association Board,
Steven Staiger
Historian, Palo Alto Historical Association
*NOT YET APPROVED*
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Ordinance No. ___
Ordinance of the Council of the City of Palo Alto Amending Chapters 6.12
(Impoundment), 22.04 (Parks and Recreation Building Use and Regulations) and
22.08 (Park Dedications) of the Palo Alto Municipal Code to Rename Foothills
Park to Foothills Nature Preserve.
The Council of the City of Palo Alto ORDAINS as follows:
SECTION 1. Findings and declarations. The City Council finds and declares as follows:
A. The City’s Foothills Park is reserved for park, playground, recreation, or conservation
purposes by Palo Alto Municipal Code (PAMC) 22.08.090 et seq.; and
B. The City Council desires to change the name of Foothills Park to Foothills Nature
Preserve to recognize Foothills as one of the City’s open‐space preserves, along with the
Baylands Preserve, Pearson‐Arastradero Preserve, and Esther Clark Nature Preserve;
and
C. The City’s Parks and Recreation Commission and the non‐profit Palo Alto Historical
Association have both recommended the name change to Foothills Nature Preserve.
SECTION 2. Section 6.12.025 (Special impounding fees) of Chapter 6.12 (Impoundment) of Title
6 (Animals) is hereby amended as follows (new text in underline, deleted text in strikethrough):
6.12.025 Special impounding fees.
For any dogs found running at large in Foothills Park Foothills Nature Preserve, Byxbee Park,
or city‐owned Baylands, and impounded by the city, the city shall charge and receive from the
owner fees for services in impounding animals as set forth in the municipal fee schedule.
SECTION 3. Section 22.04.150 (Foothills Park) of Chapter 22.04 (Parks and Recreation Building
Use and Regulations) of Title 22 (Parks) is hereby amended as follows:
22.04.150 Foothills Park Foothills Nature Preserve.
Foothills ParkFoothills Nature Preserve shall be open to all persons, regardless of residency.
(a) Foothills ParkFoothills Nature Preserve shall not be made available for the exclusive use
by any persons except for Towle Camp and the Oak Grove Group Area and the Foothills
ParkFoothills Nature Preserve Interpretative Center classroom. Facility reservations shall be
made available to residents of the city before being offered to the general public, according to
regulations promulgated by the city manager.
(b) No person shall enter or exit Foothills ParkFoothills Nature Preserve except at:
(1) The main gate on Page Mill Road;
(2) Designated entry and exit locations on the park boundaries shared with the Enid Pearson
Arastradero Preserve and the Los Trancos Open Space Preserve;
(3) The Bay‐To‐Foothills trails; or
*NOT YET APPROVED*
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(4) As authorized by the director.
Violations of this subsection shall be a misdemeanor.
(c) Foothills ParkFoothills Nature Preserve shall be closed from sunset (the actual closure
time to be prescribed in park regulations and posted accordingly) until 8:00 a.m. the following
morning. No person shall remain in Foothills ParkFoothills Nature Preserve during the hours of
park closure except for duly authorized city employees, holders of permits which authorize
afterhours use, and participants in city‐sponsored activities. Violations of this subsection shall
be a misdemeanor.
(d) No person shall exceed the maximum speed limit for all vehicles in Foothills ParkFoothills
Nature Preserve of twenty miles per hour. Violations of this subsection shall be an infraction.
(e) No person shall leave an unauthorized vehicle in Foothills ParkFoothills Nature Preserve
after the closing time designated and posted for closing of the park. Violations of this
subsection shall be a misdemeanor.
(f) No person shall operate a bicycle or a motorcycle except on the paved roads of Foothills
ParkFoothills Nature Preserve. No person shall operate a skateboard or roller skates or blades
or other coasting device in Foothills ParkFoothills Nature Preserve. This subsection shall not
apply to a bicycle or motorcycle operated by a police officer or park ranger acting in the course
and scope of his or her duties. Violations of this subsection shall be an infraction.
(g) No person shall smoke on any trail in Foothills ParkFoothills Nature Preserve. Violations of
this subsection shall be a misdemeanor.
(h) No person shall make a wood fire in Foothills ParkFoothills Nature Preserve without a
permit. Permits for wood fires within Foothills ParkFoothills Nature Preserve may be issued only
for the Towle campfire ring. No person shall start or maintain any charcoal cooking fire within
Foothills ParkFoothills Nature Preserve except in city‐provided braziers and barbecues in areas
so designated and posted. Violations of this subsection shall be a misdemeanor.
(i) No person shall shortcut across trail switchbacks. Violations of this subsection shall be an
infraction.
(j) The city manager shall promulgate regulations for the use of Boronda Lake to protect the
users, plants, animals, and structures of the lake.
(k) No more than one thousand people shall be permitted in Foothills ParkFoothills Nature
Preserve at any one time.
(l) No person owning or harboring any dog shall allow or permit such dog to enter or be in
Foothills ParkFoothills Nature Preserve on any holiday, as defined in Section 2.08.100(a) of this
code, or any Saturday or Sunday. At all other times, no person owning or harboring any dog
shall allow or permit such dog, whether licensed or not, to enter or be in Foothills ParkFoothills
Nature Preserve except when held under leash by an able‐bodied person. Violations of this
section shall be an infraction.
SECTION 4. Sections 22.08.090 (Foothills Park) through 22.08.120 (Lee Property – Addition to
Foothills Park), as well as Section 22.08.410 (Lee Property – Addition to Foothills Park) are
hereby amended as follows:
*NOT YET APPROVED*
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22.08.090 Foothills Nature Preserve (formerly Foothills Park).
That certain parcel of land formerly known as Foothills Park as delineated and described in
Exhibit A‐9 attached hereto and now known as Foothills Nature Preserve is hereby reserved for
park, playground, recreation or conservation purposes.
22.08.100 Lee Property ‐ Addition to Foothills Park Foothills Nature Preserve.
That certain parcel of land known as the Lee Property (addition to Foothills Park Foothills
Nature Preserve) as delineated and described in Exhibit A‐9.1 attached hereto is hereby
reserved for park, playground, recreation or conservation purposes.
22.08.110 Lee Property ‐ Addition to Foothills Park Foothills Nature Preserve.
That certain parcel of land known as the Lee Property (addition to Foothills Park Foothills
Nature Preserve) as delineated and described in Exhibit A‐9.2 attached hereto is hereby
reserved for park, playground, recreation or conservation purposes.
22.08.120 Lee Property ‐ Addition to Foothills Park Foothills Nature Preserve.
That certain parcel of land known as the Lee Property (addition to Foothills Park Foothills
Nature Preserve) as delineated and described in Exhibit A‐9.3 attached hereto is hereby
reserved for park, playground, recreation or conservation purposes.
22.08.410 Lee Property ‐ Addition to Foothills Park Foothills Nature Preserve.
That certain parcel of land known as the Lee Property (addition to Foothills Park Foothills
Nature Preserve), as delineated and described in Exhibit A‐28 and attached hereto, is hereby
reserved for park, playground, recreation or conservation purposes.
SECTION 5. Exhibits A‐9, Including A‐9.1 through A‐9.3, and A‐28 of Chapter 22.08 (Park
Dedications) of Title 22 (Parks) are hereby amended as follows:
EXHIBIT A‐9 FOOTHILLS PARK FOOTHILLS NATURE PRESERVE (formerly Foothills Park)
All of that certain 1194.05 acre tract of land described in Exhibits B through H in that certain
Lease Agreement between Russell V. Lee et ux. to the City of Palo Alto recorded December 10,
1958; in Book 4254 of Official Records at pages 695 et seq., records of Santa Clara County,
California.
EXHIBIT A‐9.1 LEE PROPERTY ‐ ADDITION TO FOOTHILLS PARK FOOTHILLS NATURE PRESERVE
Situate in the city of Palo Alto, County of Santa Clara, State of California, described as follows:
Beginning at a point in the northwesterly line of that certain 200‐acre, more or less, parcel
excepted in the Deed from Russell V. Lee, et ux., to the City of Palo Alto, dated December 9,
1958 and recorded in Book 4254 of Official Records at page 720, Records of Santa Clara County,
California, distant along said line S. 69 degrees 10 minutes W. 920 feet from an iron pipe which
pipe bears N. 75 degrees 15 minutes 30 seconds W. 307.05 feet from an iron pipe set in the
center line of Page Mill Road; thence S. 20 degrees 50 minutes E. 2800 feet, more or less, to a
point on the southeasterly line of the Rancho El Corte de Madera; thence S. 15 degrees 12
minutes W. along said Rancho line 1350 feet, more or less, to the center line of Los Trancos
*NOT YET APPROVED*
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Creek; thence northwesterly along the center line of Los Trancos Creek to a point which bears S.
69 degrees 10 minutes W. 10 feet, more or less, from an iron pipe set in the bank of said Creek;
thence N. 69 degrees 10 minutes E. along the northwesterly line of said parcel excepted in said
Deed from Lee to City 2090 feet, more or less, to the point of beginning, containing 140 acres,
more or less, and being a portion of the Rancho El Corte de Madera.
EXHIBIT A‐9.2 LEE PROPERTY ‐ ADDITION TO FOOTHILLS PARK FOOTHILLS NATURE PRESERVE
Situate in the City of Palo Alto, County of Santa Clara, State of California, described as follows:
Beginning at a point on the southeasterly line of Rancho El Corte de Madera, said point being
in the center line of Page Mill Road, said point also being the most easterly corner of that
certain 200‐acre, more or less, tract of land excepted in the Deed from Russell V. Lee, et ux., to
the City of Palo Alto, dated December 9, 1958, and recorded in Book 4254 of Official Records at
Page 720, Records of Santa Clara County, California; thence westerly along the center line of
Page Mill Road and the northerly line of said excepted tract 700 feet, more or less, to an iron
pipe; thence continuing along the boundary line of said excepted tract N. 75 degrees 05
minutes 30 seconds W. 307.05 feet to an iron pipe; thence, continuing along the northwesterly
boundary line of said excepted tract, S. 69 degrees 10 minutes W. 920 feet: thence leaving said
boundary line, S. 20 degrees 50 minutes E. 2800 feet, more or less, to a point on said Rancho
line; thence N. 15 degrees 12 minutes E. along said Rancho line 2850 feet, more or less, to the
point of beginning, containing 60 acres, more or less, and being a portion of said Rancho El
Corte de Madera.
EXHIBIT A‐9.3 LEE PROPERTY ‐ ADDITION TO FOOTHILLS PARK FOOTHILLS NATURE PRESERVE
Situate in the City of Palo Alto, County of Santa Clara, State of California, described as follows:
Beginning at an iron pipe set in the boundary line of that certain 234.172 acre parcel of land
delineated upon a map entitled "Record of Survey of a portion of the Lands of Dorothy W. and
Russell V. Lee" and recorded September 10, 1957 in Book 86 of Maps at page 17, Records of
Santa Clara County, California, which iron pipe bears S. 74 degrees 42 minutes 11 seconds W.
2392.51 feet from the most easterly comer of said 234.172 acre parcel of land; thence N. 81
degrees 01 minutes 32 seconds W. 54.00 feet to an iron pipe which marks the true point of
beginning; thence N. 82 degrees 01 minutes 26 seconds W. 433.00 feet to an iron pipe; thence
S. 11 degrees 19 minutes 26 seconds W. 178.17 feet; thence S. 39 degrees 11 minutes 58
seconds W. 123.70 feet to an iron pipe; thence S. 69 degrees 28 minutes 33 seconds W. 267.84
feet to an iron pipe; hence S. 69 degrees 59 minutes 52 seconds W. 333.78 feet to an iron pipe;
thence S. 61 degrees 31 minutes 34 seconds W. 468.48 feet to an iron pipe; thence N. 81
degrees 03 minutes 10 seconds W. 122.62 feet to an iron pipe; thence in a straight line
southwesterly 60 feet, more or less, to a fence post marking a comer in the northwesterly
boundary line of the lands of the City of Palo Alto known as "Foothills Park," as said lands are
described in "Exhibit A" of the agreement between said City and Russell V. Lee and Dorothy
Womack Lee, dated December 8, 1958 and recorded December 10, 1958 in Book 4254 at page
695, et seq., Official Records of said County; thence following said boundary line of Foothills
Park the following courses and distances: S. 62 degrees 29 minutes 02 seconds E. 165 feet,
more or less, to an iron pipe; N. 67 degrees 24 minutes 58 seconds E. 805 feet, more or less, to
an iron pipe; N. 80 degrees 07 minutes 58 seconds E. 204 feet, more or less, to an iron pipe; and
*NOT YET APPROVED*
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N. 54 degrees 51 minutes 58 seconds E. 675 feet, more or less, to the true point of beginning,
containing 5.60 acres, more or less, and being a portion of the Rancho El Corte de Madera.
EXHIBIT A‐28 LEE PROPERTY ‐ ADDITION TO FOOTHILLS PARK FOOTHILLS NATURE PRESERVE
Beginning at a 3/4‐inch iron pipe at the northeasterly corner of that certain tract of land
described in the deed from Russell V. Lee, et ux, to Richard Stanford Lee, et ux, dated December
30, 1956, and recorded December 3, 1956 in Book 3696 of Official Records at page 382, Records
of Santa Clara County, California;
Thence S. 15° 24' 19" E. along the easterly line of said tract 1083.65 feet;
Thence S. 72° 08' 48" W. 595.53 feet;
Thence S. 38° 48' 32" W. 179.00 feet;
Thence 48" W. 593.53 feet;
Thence S. 12° 01' 23" E. 488.00 feet;
Thence 32° 25' 26" W. 229.44 feet to an iron pipe marking the southwest corner of a quarry,
said last‐named corner being the True Point Of Beginning;
Thence S. 68° 17' 19" E. 1048.00 feet to an iron pipe;
Thence 57° 28' W. 60 feet, more or less, to a fence post marking a corner in the northwesterly
boundary line of the lands of the City of Palo Alto known as “Foothills Park”, as said lands are
described in "Exhibit A" of the agreement between said City and Russell V. Lee and Dorothy
Womack Lee, dated December 8, 1958 and recorded December 10, 1958 in Book 4254 of
Official Records at page 695, et seq., Records of said County;
Thence following said boundary line of Foothills Park S. 57° 28' W. (called 55° 54' W. in said
"Exhibit A") 435.35 feet;
Thence leaving said park boundary, N. 32° 32' W. 5.00 feet;
Thence N. 64° 09' W. 263.50 feet;
Thence N. 71° 21' W. 117.50 feet;
Thence N. 29° 16' E. 246.32 feet to the True Point Of Beginning, containing 7.70 acres, more
or less, and being a portion of the Rancho El Corte De Madera.
SECTION 6. 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 7. The Council finds that adoption of this Ordinance is not a project under the
California Environmental Quality Act.
//
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*NOT YET APPROVED*
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SECTION 8. This Ordinance shall be effective on the thirty‐first date after the date of its
adoption.
INTRODUCED:
PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
NOT PARTICIPATING:
ATTEST:
____________________________ ____________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
____________________________ ____________________________
City Attorney or designee City Manager
____________________________
Director of Community Services
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TO: HONORABLE CITY COUNCIL
FROM: ED SHIKADA, CITY MANAGER
DATE: FEBRUARY 22, 2021
SUBJECT: AGENDA ITEM NUMBER 8- TITLE: ADOPTION OF AN ORDINANCE CHANGING
THE NAME OF FOOTHILLS PARK TO FOOTHILLS NATURE PRESERVE, AND
ADOPTION OF AN EMERGENCY AND REGULAR ORDINANCE TO ADD ANNUAL
VEHICLE ENTRANCE FEES AND ADJUST THE ATTENDANCE LIMITS AT FOOTHILLS
PARK
Parks and Recreation Commission Recommendation to City Council
On February 11, 2021, the Parks and Recreation Commission held a special meeting to discuss
an annual pass option and the visitor capacity limit for Foothills Park.
The Parks and Recreation Commission (Commission) unanimously recommends that City
Council adopt an ordinance to:
A. Amend the Municipal Fee Schedule to add an annual pass option for Foothills Park with
the following pricing structure:
a. $65 annual pass for non-Palo Alto residents with a 25% discount for senior,
active military, and veterans; and 25% to 50% for low income (variable based on
income)
b. $50 annual pass for Palo Alto residents with a 25% discount for senior, active
military, and veterans; and 25% to 50% for low income (variable based on
income). City of Palo Alto employees qualify for the Palo Alto resident rate per
City Policy.
c. An annual pass is only applicable for passenger vehicles with nine people or less
B. Amend PAMC Section 22.04.150(k) to authorize the City Manager to adjust the
attendance limit at Foothills Park, 300 people/120 vehicles not to exceed 650
people/260 vehicles at any one time.
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a. Do not count the following visitors towards the attendance limit:
i. Visitors with reservations (Towle Campground, Oak Grove Picnic Area,
Interpretive Center Meeting Room)
ii. Permitted recreation and education groups (summer campers, school
field trips, community partner youth groups)
iii. Entry fee exempt volunteers
The Commission also recommends by 5-2 vote that City Council adopt an ordinance to:
C. Amend the Municipal Fee Schedule to include a 25% discount for non-Palo Alto and Palo
Alto resident vehicles displaying disabled plates/placards (this discount cannot be
combined with another discount).
The Commission’s recommendations above are embodied in the regular ordinance and
emergency ordinance attached to this memo. The emergency ordinance can be adopted with
4/5th vote and will be effective immediately. The regular ordinance includes the amendments
to the code to change the park name to Foothills Nature Preserve. Should the Council desire to
change the park name and adopt the PRC’s recommendations above, it can adopt the regular
ordinance attached and disregard the ordinance attached to the original Council packet item
(which only changes the park name).
The Commission explained that they supported a wide range for the visitor capacity limit so
that staff would have flexibility in setting a limit that balances visitor experience, the safety of
park visitors, and protection of wildlife and habitat. They also noted that the appropriate visitor
limit is still unknown at this time and flexibility in adjusting the limit should help determine an
optimum fixed visitor limit.
The visitor limit at Foothills Park has always been listed as the number of people in the preserve
at any one time. Staff use an estimate on the number of people per vehicle to determine how
many people are in the park at any one time. If City Council adopts the Commission’s
recommendation on the visitor limit, staff will enforce this limit by using the estimate of 2.5
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people per vehicle. The Commission recommendation of 300 people, not to exceed 650 people,
would correlate to 120 vehicles, not to exceed 260 vehicles at any one time.
The Commission discussed adding a daily fee, annual fee discount, or exemption for the entry
of vehicles displaying a disabled license or placard. They noted that both San Mateo County and
Santa Clara County Parks offer free daily entrance for vehicles with disabled license plates or
placards. Some Commissioners advocated for providing free entrance, while a majority felt that
it would be more appropriate for a 25% disabled discount, consistent with the 25% discount for
seniors, active military, and veterans.
On February 23, 2021, the Commission will discuss several Foothills Park policy topics, including
but not limited to:
Entrance fees and discount considerations
Visitor Limit vs. Vehicle Limit
Additional Entry Fee Exemption Options
Vehicle Size & Occupancy Limit
Pedestrian and Bicycle Entry Fee
School Group Field Trip Policy
Online Reservation System
Rules and Enforcement
Reducing hillside BBQ pits for fire safety
Dog Policy
Photography and Videography Policy
At the March 23, 2021 Parks and Recreation Commission meeting, the Commission plans to
make a follow up recommendation on some of these topics for City Council’s consideration.
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Attachments:
A: Parks and Recreation Commission Motions from February 11, 2021 Special Meeting
B: Emergency Ordinance to Add New Annual Pass Fees for Foothills Park and Amending PAMC
Section 22.04.150(k) to Adjust Attendance Limits at Foothills Park
C: Ordinance to Rename Foothills Park to Foothills Nature Preserve; Adjust Attendance Limits at
the Park; and Add New Annual Pass Fees for Foothills Nature Preserve.
_______________________ _________________________
Ed Shikada Kristen O’Kane
City Manager Director, Community Services
DocuSign Envelope ID: 4E1FE3F2-0342-484A-8E7E-3CE72C79BE18
Parks and Recreation Commission Special Meeting
February 11, 2021
MOTION: Parks and Recreation Commission recommends that City Council Adopt an Ordinance
to:
A. Amend the Municipal Fee Schedule to add an annual pass option for Foothills Park with
the following pricing structure:
a. • $65 annual pass for non-Palo Alto residents with a 25% discount for either
senior, active military, or veterans; 25% to 50% for low income based on income.
b. • $50 annual pass for Palo Alto residents with a 25% discount for either senior,
active military, or veterans; 25% to 50% for low income based on income. City of
Palo Alto employees qualify for the Palo Alto resident rate per City Policy.
B. Amend PAMC Section 22.04.150(k) to authorize the City Manager to adjust the
attendance limit at Foothills Park, 300 people/120 vehicles not to exceed 650
people/260 vehicles at any one time.
AMENDMENT: Commissioner Greenfield moved: Add in the exempted list from visitor limit.
Not seconded.
Commissioner Greenfield unfriendly amendment
a. Do not count the following visitors towards the attendance limit:
i. Visitors with reservations (Towle Campground, Oak Grove Picnic Area,
Interpretive Center Meeting Room)
ii. Permitted recreation and education groups (summer campers, school
field trips, community partner youth groups)
iii. Entry fee exempt volunteers
Seconded by Commissioner Brown
Accepted as Friendly Amendment (Commissioners LaMere and Moss)
MOTION PASSES: 7:0
SECOND MOTION: Parks and Recreation Commission recommends that City Council Adopt an
Ordinance to support an annual fee as follows:
DocuSign Envelope ID: 4E1FE3F2-0342-484A-8E7E-3CE72C79BE18
A. Annual pass is only applicable for passenger vehicles with nine people or less.
Motion Maker: Commissioner Greenfield Seconded: Commissioner Reckdahl
SECOND MOTION PASSES: 7:0
THIRD MOTION: Parks and Recreation Commission recommends that City Council Adopt an
Ordinance to support an annual fee to:
Include vehicles displaying disabled plates/placards in the 25% discount categories in the
annual pass fee structure for both residents and non-residents.
Motion maker: Commissioner Reckdahl Seconded: Commissioner Olson
UNFRIENDLY AMENDMENT: The annual pass fee is waived for vehicles displaying disabled
plates/placards
Amendment maker: Commissioner Brown
UNFRIENDLY AMEDNMENT FAILS: 2:5
THIRD MOTION PASSES: 5:2
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*NOT YET APPROVED*
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0222_20210216_ts24
Ordinance No. ___
Emergency Ordinance of the Council of the City of Palo Alto Amending the Fiscal
Year 2021 Municipal Fee Schedule to Add New Annual Pass Fees for Foothills
Park and Amending PAMC Section 22.04.150(k) to Adjust Attendance Limits at
Foothills Park.
The Council of the City of Palo Alto ORDAINS as follows:
SECTION 1. Findings and Declarations. The City Council finds and declares as follows:
A. The City’s Foothills Park is reserved for park, playground, recreation, or
conservation purposes by Palo Alto Municipal Code (PAMC) 22.08.090 et seq.;
B. Since December 2020, Foothills Park has reached its capacity limit multiple times
per day on several days. For example, in December 2020, on days when the park reached
capacity, an average of about 400 vehicles were turned away per day;
C. The majority of visitors try to park near the park entrance area, Boronda Lake,
Orchard Glen Picnic Area, and Vista Hill, which results in people parking and walking in
inappropriate locations causing damage to natural areas and potentially creating unsafe
conditions for pedestrians and bicyclists;
D. Based on recommendation from the Parks and Recreation Commission, the City
Council desires to add a new fee to its Fiscal Year 2021 Municipal Fee Schedule to allow an annual
pass for motor vehicles to enter Foothills Park;
E. Based on recommendation from the Parks and Recreation Commission, the City
Council also desires to amend the attendance limits at Foothills Park to between 300 to 650
persons; and
F. The City Council finds that this emergency ordinance is urgently required in order
to preserve the public peace, health and safety pursuant to PAMC section 2.04.270(d).
SECTION 2. The Council of the City of Palo Alto amends the Fiscal Year 2021
Municipal Fee Schedule by adopting the new annual pass fees for Foothills Park as set forth in
Exhibit “A” and incorporated here by reference.
SECTION 3. Subsection (k) of Palo Alto Municipal Code section 22.04.150 (Foothills
Park) is hereby amended as follows (deleted text in strikethrough, new text underlined):
(k) No more than five-hundred 650 people shall be permitted in Foothills Park at any one time.
(1) The City Manager or designee may limit attendance at Foothills Park to no less than
400 300 people in order to protect the health, safety, and welfare of park users; to
protect the natural resources in the park; and/or due to limits in parking, facilities, or
staff availability. The City shall not distinguish between residents and non-residents in
setting any limits under this subsection.
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(2) The following persons shall not count toward the limit in this subsection: visitors with
reservations in the Towle Campground, Oak Grove Picnic Area, and Interpretive Center
Meeting Room; City-sanctioned recreation and education groups (including City-run
programs for summer camps, field trips, and community partner youth groups); group
permit holders; and City-sanctioned park volunteers.
SECTION 4. The fee in this Ordinance is for voluntary entrance and/or use of
government property. Pursuant to Art. XIII C, Section I(e)(4) of the California Constitution, this
fee is not a tax.
SECTION 5. The Council finds that this project is exempt from the provisions of the
California Environmental Quality Act (“CEQA”) sections 15301 (Existing Facilities) and 15323
(Normal Operations of Facilities for Public Gatherings).
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SECTION 6. This emergency ordinance shall be effective immediately upon adoption
pursuant to PAMC section 2.24.330(a)(4). Section 3 of this emergency ordinance shall supersede
the park limits codified in PAMC section 22.04.150(k) as detailed in Section 3 of Ordinance 5514
(adopted February 1, 2021; to become effective on or about March 4, 2021) and Section 3 of
Emergency Ordinance 5515 (adopted February 1, 2021). This emergency ordinance shall remain
in effect until subsequent ordinance repeals this emergency ordinance.
INTRODUCED:
PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
____________________________ ____________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
____________________________ ____________________________
Deputy City Attorney City Manager
____________________________
Director of Community Services
____________________________
Director of Administrative
Services
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Attachment A
Fiscal Year 2021 Municipal Fee Schedule
Community Services Fees
Open Space, Parks, & Golf
Park Activities – Foothills Park
Foothills Park – annual pass
(Annual pass allows entry for a motor vehicle
holding 9 people or less.)
$65 per year for non-residents.
$50 per year for Palo Alto residents and City
employees.
25% discount for seniors (65+), active
military, veterans, and disabled license
plate/placard holders.
25%-50% sliding scale discount for low
income persons.
(Discount can be applied to non-resident and
resident pass. Only one discount per pass).
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Ordinance No. ___
Ordinance of the Council of the City of Palo Alto Amending Chapters 6.12
(Impoundment), 22.04 (Parks and Recreation Building Use and Regulations) and
22.08 (Park Dedications) of the Palo Alto Municipal Code to Rename Foothills
Park to Foothills Nature Preserve and to Adjust Attendance Limits at the Park;
and Amending the Fiscal Year 2021 Municipal Fee Schedule to Add New Annual
Pass Fees for Foothills Nature Preserve.
The Council of the City of Palo Alto ORDAINS as follows:
SECTION 1. Findings and declarations. The City Council finds and declares as follows:
A. The City’s Foothills Park is reserved for park, playground, recreation, or conservation
purposes by Palo Alto Municipal Code (PAMC) 22.08.090 et seq.;
B. The City Council desires to change the name of Foothills Park to Foothills Nature
Preserve to recognize Foothills as one of the City’s open-space preserves, along with the
Baylands Preserve, Pearson-Arastradero Preserve, and Esther Clark Nature Preserve;
C. The City’s Parks and Recreation Commission and the non-profit Palo Alto Historical
Association have both recommended the name change to Foothills Nature Preserve;
D. Since December 2020, Foothills Park has reached its capacity limit multiple times per
day on several days. For example, in December 2020, on days when the park reached capacity,
an average of about 400 vehicles were turned away per day;
E. The majority of visitors try to park near the park entrance area, Boronda Lake, Orchard
Glen Picnic Area, and Vista Hill, which results in people parking and walking in inappropriate
locations causing damage to natural areas and potentially creating unsafe conditions for
pedestrians and bicyclists;
F. Based on recommendation from the Parks and Recreation Commission, the City Council
desires to amend the attendance limits at Foothills Park to between 300 to 650 persons; and
G. Based on recommendation from the Parks and Recreation Commission, the City Council
desires to add a new fee to its Fiscal Year 2021 Municipal Fee Schedule to allow an annual pass
for motor vehicles to enter Foothills Park.
SECTION 2. Section 6.12.025 (Special impounding fees) of Chapter 6.12 (Impoundment)
of Title 6 (Animals) is hereby amended as follows (new text in underline, deleted text in
strikethrough):
6.12.025 Special impounding fees.
For any dogs found running at large in Foothills Park Foothills Nature Preserve, Byxbee Park,
or city-owned Baylands, and impounded by the city, the city shall charge and receive from the
owner fees for services in impounding animals as set forth in the municipal fee schedule.
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SECTION 3. Section 22.04.150 (Foothills Park) of Chapter 22.04 (Parks and Recreation
Building Use and Regulations) of Title 22 (Parks) is hereby amended as follows:
22.04.150 Foothills Park Foothills Nature Preserve.
Foothills ParkFoothills Nature Preserve shall be open to all persons, regardless of residency.
(a) Foothills ParkFoothills Nature Preserve shall not be made available for the exclusive use
by any persons except for Towle Camp and the Oak Grove Group Area and the Foothills
ParkFoothills Nature Preserve Interpretative Center classroom. Facility reservations shall be
made available to residents of the city before being offered to the general public, according to
regulations promulgated by the city manager.
(b) No person shall enter or exit Foothills ParkFoothills Nature Preserve except at:
(1) The main gate on Page Mill Road;
(2) Designated entry and exit locations on the park boundaries shared with the Enid
Pearson Arastradero Preserve and the Los Trancos Open Space Preserve;
(3) The Bay-To-Foothills trails; or
(4) As authorized by the director.
Violations of this subsection shall be a misdemeanor.
(c) Foothills ParkFoothills Nature Preserve shall be closed from sunset (the actual closure
time to be prescribed in park regulations and posted accordingly) until 8:00 a.m. the following
morning. No person shall remain in Foothills ParkFoothills Nature Preserve during the hours of
park closure except for duly authorized city employees, holders of permits which authorize
afterhours use, and participants in city-sponsored activities. Violations of this subsection shall
be a misdemeanor.
(d) No person shall exceed the maximum speed limit for all vehicles in Foothills ParkFoothills
Nature Preserve of twenty miles per hour. Violations of this subsection shall be an infraction.
(e) No person shall leave an unauthorized vehicle in Foothills ParkFoothills Nature Preserve
after the closing time designated and posted for closing of the park. Violations of this
subsection shall be a misdemeanor.
(f) No person shall operate a bicycle or a motorcycle except on the paved roads of Foothills
ParkFoothills Nature Preserve. No person shall operate a skateboard or roller skates or blades
or other coasting device in Foothills ParkFoothills Nature Preserve. This subsection shall not
apply to a bicycle or motorcycle operated by a police officer or park ranger acting in the course
and scope of his or her duties. Violations of this subsection shall be an infraction.
(g) No person shall smoke on any trail in Foothills ParkFoothills Nature Preserve. Violations of
this subsection shall be a misdemeanor.
(h) No person shall make a wood fire in Foothills ParkFoothills Nature Preserve without a
permit. Permits for wood fires within Foothills ParkFoothills Nature Preserve may be issued only
for the Towle campfire ring. No person shall start or maintain any charcoal cooking fire within
Foothills ParkFoothills Nature Preserve except in city-provided braziers and barbecues in areas
so designated and posted. Violations of this subsection shall be a misdemeanor.
(i) No person shall shortcut across trail switchbacks. Violations of this subsection shall be an
infraction.
(j) The city manager shall promulgate regulations for the use of Boronda Lake to protect the
users, plants, animals, and structures of the lake.
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(k) No more than five-hundred 650 people shall be permitted in Foothills Park Foothills Nature
Preserve at any one time.
(1) The City Manager or designee may limit attendance at Foothills Park Foothills
Nature Preserve to no less than 400 300 people in order to protect the health, safety, and
welfare of park users; to protect the natural resources in the park; and/or due to limits in
parking, facilities, or staff availability. The City shall not distinguish between residents and non-
residents in setting any limits under this subsection.
(2) The following persons shall not count toward the limit in this subsection: visitors
with reservations in the Towle Campground, Oak Grove Picnic Area, and Interpretive Center
Meeting Room; City-sanctioned recreation and education groups (including City-run programs
for summer camps, field trips, and community partner youth groups); group permit holders;
and City-sanctioned park volunteers.
(l) No person owning or harboring any dog shall allow or permit such dog to enter or be in
Foothills ParkFoothills Nature Preserve on any holiday, as defined in Section 2.08.100(a) of this
code, or any Saturday or Sunday. At all other times, no person owning or harboring any dog
shall allow or permit such dog, whether licensed or not, to enter or be in Foothills ParkFoothills
Nature Preserve except when held under leash by an able-bodied person. Violations of this
section shall be an infraction.
SECTION 4. Sections 22.08.090 (Foothills Park) through 22.08.120 (Lee Property –
Addition to Foothills Park), as well as Section 22.08.410 (Lee Property – Addition to Foothills
Park) are hereby amended as follows:
22.08.090 Foothills Nature Preserve (formerly Foothills Park).
That certain parcel of land formerly known as Foothills Park as delineated and described in
Exhibit A-9 attached hereto and now known as Foothills Nature Preserve is hereby reserved for
park, playground, recreation or conservation purposes.
22.08.100 Lee Property - Addition to Foothills Park Foothills Nature Preserve.
That certain parcel of land known as the Lee Property (addition to Foothills Park Foothills
Nature Preserve) as delineated and described in Exhibit A-9.1 attached hereto is hereby
reserved for park, playground, recreation or conservation purposes.
22.08.110 Lee Property - Addition to Foothills Park Foothills Nature Preserve.
That certain parcel of land known as the Lee Property (addition to Foothills Park Foothills
Nature Preserve) as delineated and described in Exhibit A-9.2 attached hereto is hereby
reserved for park, playground, recreation or conservation purposes.
22.08.120 Lee Property - Addition to Foothills Park Foothills Nature Preserve.
That certain parcel of land known as the Lee Property (addition to Foothills Park Foothills
Nature Preserve) as delineated and described in Exhibit A-9.3 attached hereto is hereby
reserved for park, playground, recreation or conservation purposes.
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22.08.410 Lee Property - Addition to Foothills Park Foothills Nature Preserve.
That certain parcel of land known as the Lee Property (addition to Foothills Park Foothills
Nature Preserve), as delineated and described in Exhibit A-28 and attached hereto, is hereby
reserved for park, playground, recreation or conservation purposes.
SECTION 5. Exhibits A-9, Including A-9.1 through A-9.3, and A-28 of Chapter 22.08 (Park
Dedications) of Title 22 (Parks) are hereby amended as follows:
EXHIBIT A-9 FOOTHILLS PARK FOOTHILLS NATURE PRESERVE (formerly Foothills Park)
All of that certain 1194.05 acre tract of land described in Exhibits B through H in that certain
Lease Agreement between Russell V. Lee et ux. to the City of Palo Alto recorded December 10,
1958; in Book 4254 of Official Records at pages 695 et seq., records of Santa Clara County,
California.
EXHIBIT A-9.1 LEE PROPERTY - ADDITION TO FOOTHILLS PARK FOOTHILLS NATURE PRESERVE
Situate in the city of Palo Alto, County of Santa Clara, State of California, described as follows:
Beginning at a point in the northwesterly line of that certain 200-acre, more or less, parcel
excepted in the Deed from Russell V. Lee, et ux., to the City of Palo Alto, dated December 9,
1958 and recorded in Book 4254 of Official Records at page 720, Records of Santa Clara County,
California, distant along said line S. 69 degrees 10 minutes W. 920 feet from an iron pipe which
pipe bears N. 75 degrees 15 minutes 30 seconds W. 307.05 feet from an iron pipe set in the
center line of Page Mill Road; thence S. 20 degrees 50 minutes E. 2800 feet, more or less, to a
point on the southeasterly line of the Rancho El Corte de Madera; thence S. 15 degrees 12
minutes W. along said Rancho line 1350 feet, more or less, to the center line of Los Trancos
Creek; thence northwesterly along the center line of Los Trancos Creek to a point which bears S.
69 degrees 10 minutes W. 10 feet, more or less, from an iron pipe set in the bank of said Creek;
thence N. 69 degrees 10 minutes E. along the northwesterly line of said parcel excepted in said
Deed from Lee to City 2090 feet, more or less, to the point of beginning, containing 140 acres,
more or less, and being a portion of the Rancho El Corte de Madera.
EXHIBIT A-9.2 LEE PROPERTY - ADDITION TO FOOTHILLS PARK FOOTHILLS NATURE PRESERVE
Situate in the City of Palo Alto, County of Santa Clara, State of California, described as follows:
Beginning at a point on the southeasterly line of Rancho El Corte de Madera, said point being
in the center line of Page Mill Road, said point also being the most easterly corner of that
certain 200-acre, more or less, tract of land excepted in the Deed from Russell V. Lee, et ux., to
the City of Palo Alto, dated December 9, 1958, and recorded in Book 4254 of Official Records at
Page 720, Records of Santa Clara County, California; thence westerly along the center line of
Page Mill Road and the northerly line of said excepted tract 700 feet, more or less, to an iron
pipe; thence continuing along the boundary line of said excepted tract N. 75 degrees 05
minutes 30 seconds W. 307.05 feet to an iron pipe; thence, continuing along the northwesterly
boundary line of said excepted tract, S. 69 degrees 10 minutes W. 920 feet: thence leaving said
boundary line, S. 20 degrees 50 minutes E. 2800 feet, more or less, to a point on said Rancho
line; thence N. 15 degrees 12 minutes E. along said Rancho line 2850 feet, more or less, to the
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point of beginning, containing 60 acres, more or less, and being a portion of said Rancho El
Corte de Madera.
EXHIBIT A-9.3 LEE PROPERTY - ADDITION TO FOOTHILLS PARK FOOTHILLS NATURE PRESERVE
Situate in the City of Palo Alto, County of Santa Clara, State of California, described as follows:
Beginning at an iron pipe set in the boundary line of that certain 234.172 acre parcel of land
delineated upon a map entitled "Record of Survey of a portion of the Lands of Dorothy W. and
Russell V. Lee" and recorded September 10, 1957 in Book 86 of Maps at page 17, Records of
Santa Clara County, California, which iron pipe bears S. 74 degrees 42 minutes 11 seconds W.
2392.51 feet from the most easterly comer of said 234.172 acre parcel of land; thence N. 81
degrees 01 minutes 32 seconds W. 54.00 feet to an iron pipe which marks the true point of
beginning; thence N. 82 degrees 01 minutes 26 seconds W. 433.00 feet to an iron pipe; thence
S. 11 degrees 19 minutes 26 seconds W. 178.17 feet; thence S. 39 degrees 11 minutes 58
seconds W. 123.70 feet to an iron pipe; thence S. 69 degrees 28 minutes 33 seconds W. 267.84
feet to an iron pipe; hence S. 69 degrees 59 minutes 52 seconds W. 333.78 feet to an iron pipe;
thence S. 61 degrees 31 minutes 34 seconds W. 468.48 feet to an iron pipe; thence N. 81
degrees 03 minutes 10 seconds W. 122.62 feet to an iron pipe; thence in a straight line
southwesterly 60 feet, more or less, to a fence post marking a comer in the northwesterly
boundary line of the lands of the City of Palo Alto known as "Foothills Park," as said lands are
described in "Exhibit A" of the agreement between said City and Russell V. Lee and Dorothy
Womack Lee, dated December 8, 1958 and recorded December 10, 1958 in Book 4254 at page
695, et seq., Official Records of said County; thence following said boundary line of Foothills
Park the following courses and distances: S. 62 degrees 29 minutes 02 seconds E. 165 feet,
more or less, to an iron pipe; N. 67 degrees 24 minutes 58 seconds E. 805 feet, more or less, to
an iron pipe; N. 80 degrees 07 minutes 58 seconds E. 204 feet, more or less, to an iron pipe; and
N. 54 degrees 51 minutes 58 seconds E. 675 feet, more or less, to the true point of beginning,
containing 5.60 acres, more or less, and being a portion of the Rancho El Corte de Madera.
EXHIBIT A-28 LEE PROPERTY - ADDITION TO FOOTHILLS PARK FOOTHILLS NATURE PRESERVE
Beginning at a 3/4-inch iron pipe at the northeasterly corner of that certain tract of land
described in the deed from Russell V. Lee, et ux, to Richard Stanford Lee, et ux, dated December
30, 1956, and recorded December 3, 1956 in Book 3696 of Official Records at page 382, Records
of Santa Clara County, California;
Thence S. 15° 24' 19" E. along the easterly line of said tract 1083.65 feet;
Thence S. 72° 08' 48" W. 595.53 feet;
Thence S. 38° 48' 32" W. 179.00 feet;
Thence 48" W. 593.53 feet;
Thence S. 12° 01' 23" E. 488.00 feet;
Thence 32° 25' 26" W. 229.44 feet to an iron pipe marking the southwest corner of a quarry,
said last-named corner being the True Point Of Beginning;
Thence S. 68° 17' 19" E. 1048.00 feet to an iron pipe;
Thence 57° 28' W. 60 feet, more or less, to a fence post marking a corner in the northwesterly
boundary line of the lands of the City of Palo Alto known as “Foothills Park”, as said lands are
described in "Exhibit A" of the agreement between said City and Russell V. Lee and Dorothy
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Womack Lee, dated December 8, 1958 and recorded December 10, 1958 in Book 4254 of
Official Records at page 695, et seq., Records of said County;
Thence following said boundary line of Foothills Park S. 57° 28' W. (called 55° 54' W. in said
"Exhibit A") 435.35 feet;
Thence leaving said park boundary, N. 32° 32' W. 5.00 feet;
Thence N. 64° 09' W. 263.50 feet;
Thence N. 71° 21' W. 117.50 feet;
Thence N. 29° 16' E. 246.32 feet to the True Point Of Beginning, containing 7.70 acres, more
or less, and being a portion of the Rancho El Corte De Madera.
SECTION 6. The Council of the City of Palo Alto amends the Fiscal Year 2021 Municipal
Fee Schedule by adopting the new annual pass fees for Foothills Nature Preserve as set forth in
Exhibit “A” and incorporated here by reference.
SECTION 7. 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 8. The fee in this Ordinance is for voluntary entrance and/or use of
government property. Pursuant to Art. XIII C, Section I(e)(4) of the California Constitution, this
fee is not a tax.
SECTION 9. The Council finds that this project is categorically exempt from the
provisions of the California Environmental Quality Act (“CEQA”) under sections 15301 (Existing
Facilities) and 15323 (Normal Operations of Facilities for Public Gatherings).
SECTION 10. This Ordinance supersedes the emergency ordinance adopted on
February 22, 2021 entitled “Emergency Ordinance of the Council of the City of Palo Alto
Amending the Fiscal Year 2021 Municipal Fee Schedule to Add New Annual Pass Fees for
Foothills Park and Amending PAMC Section 22.04.150(k) to Adjust Attendance Limits at
Foothills Park”, and that emergency ordinance is hereby repealed as of the effective date of
this ordinance.
//
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SECTION 11. This Ordinance shall be effective on the thirty-first date after the date of
its adoption.
INTRODUCED:
PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
NOT PARTICIPATING:
ATTEST:
____________________________ ____________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
____________________________ ____________________________
Deputy City Attorney City Manager
____________________________
Director of Community Services
____________________________
Director of Administrative Services
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Attachment A
Fiscal Year 2021 Municipal Fee Schedule
Community Services Fees
Open Space, Parks, & Golf
Park Activities – Foothills Nature Preserve (formerly Foothills Park)
Foothills Nature Preserve – annual pass
(Annual pass allows entry for a motor vehicle
holding 9 people or less.)
$65 per year for non-residents.
$50 per year for Palo Alto residents and City
employees.
25% discount for seniors (65+), active
military, veterans, and disabled license
plate/placard holders.
25%-50% sliding scale discount for low
income persons.
(Discount can be applied to non-resident and
resident pass. Only one discount per pass).
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City of Palo Alto (ID # 11492)
City Council Staff Report
Report Type: Action Items Meeting Date: 2/22/2021
City of Palo Alto Page 1
Council Priority: Transportation and Traffic
Summary Title: LPR Surveillance Policy and Approve Contract Amendment
with Duncan Solutions
Title: Approval of LPR Surveillance Use Policy and Approval of Amendment
Number 1 to Contract Number C18172676 With Dun can Solutions to add
$140,000, for a new Not-to-Exceed Amount of $767,000 for License Plate
Recognition Implementation in Parking Enforcement
From: City Manager
Lead Department: Transportation Department
Recommendation
Staff recommends that the City Council:
1.) Approve Amendment Number One to Contract number C19171363 (Attachment A) with
Professional Account Management LLC, dba Duncan Solutions (serving the Residential
Preferential Parking Program, and previously procured), to add Automatic License Plate
Recognition (ALPR) technology to Office of Transportation parking management efforts
and add $140,000 to the total contract amount (Attachment B); and,
2.) Approve the Automatic License Plate Recognition (ALPR) surveillance policy and use of
ALPR technology for parking management uses including enforcement, parking time and
permit tracking, and related parking data analysis (Attachment C).
Background
The City of Palo Alto’s Office of Transportation engaged the services of Dixon Resources
Unlimited in May 2017 to facilitate the development of a comprehensive Request for Proposals
(RFP) for a Parking Permit and Citation Management System. This process began with vendor
demonstrations from the industry that helped to shape the requirements of the subsequent
RFP. In February 2018, the City’s Purchasing Division released an RFP for the development,
implementation, support, and maintenance of a Parking Permit and Citation Management
System to enhance the customer experience for online permit and citation activity, str eamline
processes for parking programs and provide City staff with enhanced technology.
The City Council approved a contract in June 2019 with Professional Account Management LLC
City of Palo Alto Page 2
(referred to herein as “Duncan Solutions”) to build and host an online permit sales and citation
processing system, and to train City staff to utilize online tools to better serve customers.
Duncan Solutions will also provide upgraded parking citation handheld devices (Staff Report #
10241).
This report brings forward a contract amendment (Attachment B) and recommendations to
advance the City’s efforts toward improving parking management efficiencies with the use of
ALPR technology. In September 2018, Council adopted a Surveillance and Privacy Protection
Ordinance outlining procedures and reporting requirements for protecting personal privacy and
use of surveillance technologies (Staff Report # 8834), explicitly including ALPR technology as a
“surveillance technology” under the ordinance.
Discussion
The proposed contract amendment allows the Office of Transportation to easily and readily
collect parking availability data and utilize technology to decrease enforcement costs. The
amendment is intended to implement an additional service for hardware and softwar e
upgrades for Automatic Licence Plate Recognition (ALPR) services and devices. ALPR
capabilities establish a sure and proven way to save costs on enforcement and establish regular
parking availability data. Establishing regular parking availability data enables data-driven
parking policy discussions and decisions.
The contract amendment aligns with the Office of Transportation’s recommendations for
program improvements and cost-saving efforts in response to the COVID-19 pandemic
(supplemental memo to Staff Report # 11376). The amendment contains the following
anticipated deliverables as a one-time, comprehensive initiative for ALPR technology
implementation:
• Two (2) Automatic License Plate Recognition in-vehicle units
• 5-year extended warranty with advanced replacement coverage
• AutoVu SharpX dual base KIT includes main processing unit, brackets, wiring,
navigator kit w/GPS, high-resolution LPR units and in-vehicle licenses
• Genetec Security Center Base Package-Version 5.5 which includes: 1 directory, 5
security desk client connections, Plan Manager Basic for 3 maps and 30 entities,
alarm management, advanced reporting, system partitioning, zone monitoring,
email support, and macros support
• Mapping license including data for North America-per vehicle license
• Panasonic Toughbook CF520 complete kit; mounting hardware, docking station,
and vehicle power adapter
• AutoVu Mobile City with wheel imaging system onsite turn-key installation for
each vehicle
• Permit zone configuration services for AutoVu Mobile City (ex. zone, editor,
mapping, custom enforcement rules)
• All-inclusive installation services
• 5-year extended warranty purchase with Advance Replacement Coverage
City of Palo Alto Page 3
• Duncan AutoPROCESS list integration, including ongoing maintenance and support
As ALPR technology presents the potential to capture personal identifying information via it s
camera-sensor technology, an evaluation of ALPR technology is provided below, and a policy
relating to the system was developed and is provided in Attachment C. Additionally, the City’s
Information Technology Department (IT) has provided an evaluation in the form of a
standardized Business Impact Assessment (BIA) and Vendor Information Security Assessment
(VISA) documentation processes. The VISA process enables staff to understand vendors'
security practices, previous data breaches, compliance with industry standards, and disaster
preparedness. The process documents vendor policies regarding passwords, encryption, log
monitoring, system/application patching, physical security, and other details.
Per the ordinance, “surveillance technology” means any device or system primarily designed
and used or intended to be used to collect and retain, audio, electronic, visual, location, or
similar information constituting personally identifiable information associated with any specific
individual or group of specific individuals, for the purpose of tracking, monitoring or analysis
associated with that individual or group of individuals. Examples of surveillance technology
include but are not limited to the following: drones with cameras or monitoring capabilities,
automated license plate readers, closed-circuit cameras/televisions, cell-site simulators,
biometrics-identification technology, and facial recognition technology (See PAMC 2.30.680(c)).
The ordinance requires a surveillance evaluation of the technology using the following criteria:
1. A description of the technology with an explanation of how it works and what
information it captures;
2. Information on the proposed purpose, use, and benefits of the surveillance technology;
3. The locations or locations where the surveillance technology may be used;
4. Existing federal, state and local laws and regulations applicable to the Surveillance
Technology and the information it captures; the potential impacts on civil liberties and
privacy; and proposals to mitigate and manage any impacts; and
5. The costs for the surveillance technology, including acquisition, maintenance, personnel
and other costs, and current or potential sources of f unding.
Surveillance Evaluation – Automatic License Plate Recognition technology (ALPR)
1. A description of the surveillance technology, including how it works and what information it
captures:
a. ALPR technology uniquely identifies individual vehicles via camera sensor technology
capable of reading License Plate Numbers.
2. Information on the proposed purpose, use and benefits of the surveillance technology :
a. Utilizing ALPR technology is primarily intended for tracking parking time, enabling a
variety of parking management tools.
3. The location where the surveillance technology may be used:
a. ALPR technology will be utilized by enforcement personnel for on-street parking
City of Palo Alto Page 4
duration monitoring, and,
b. in the future, the technology may be used in public garages and lots where future
ALPR enabled systems are installed, such as new California Ave. garage, as well as
Downtown garages where Parking Guidance System technology is planned for
deployment.
4. Present federal, state, and local laws and regulations applicable to th e Surveillance
Technology and the information it captures; the potential impacts on civil liberties and
privacy; and proposals to mitigate and manage any impacts:
a. Other than the City’s Surveillance Technology ordinance , the following state laws are
applicable to the use of ALPR by the City: California Civil Code section 1798.29
(Accounting of Disclosures); and section 1798.90.5 et seq. (Collection of License
Plate Information).
b. ALPR data will only be utilized for legitimate parking management efforts, for
parking enforcement efforts, to log parking stay information and data, to
communicate parking availability, and to quantify parking occupancy rates.
c. Regarding the potential impacts on civil liberties and privacy, camera sensor data
images will be kept only until enforcement efforts are finalized and/or converted to
numerical parking stall data for parking management analysis. While other law
enforcement capabilities could be enabled by ALPR, such services will not be
enabled or utilized.
d. All ALPR data downloaded to City equipment and in storage shall be accessible only
through a login/password-protected system capable of documenting all access of
information by name, date, and time (Civil Code § 1798.90.52). Only Director-
approved Office of Transportation and Administrative Services staff and the
contractors will have access to ALPR data and will only be permitted to access the
data for authorized Office of Transportation purposes. ALPR data audits will be
conducted yearly and will report who has accessed what types of data and why.
5. The costs for the surveillance technology, including acquisition, maintenance, personnel,
and other costs, and current or potential of funding:
a. The cost of the LPR technology purchase for this initial investment in LPR devices for
on-street monitoring is $140,000. This includes installation and setup, and initial
maintenance needs.
The intent of utilizing LPR technology is to improve parking management strategies and
customer satisfaction, as well as to improve cost -effectiveness and operational efficiencies.
Given the limited potential of personally identifiable information being transmitted or shared
by this technology, its limited and purposely narrowed applicability to parking management
strategies, combined with data security and non-retention practices, staff recommends
approving the use of LPR hardware and software. The surveillance policy for the LPR technology
is included in Attachment C.
City of Palo Alto Page 5
Timeline
The timeline to complete and release the system for full implementation will be identified in
the project plan to be submitted by Duncan Solutions for City review and approval after the
execution of this agreement. Subject to Council approval, Duncan Solutions hardware
installation will begin 60-90 days after procuring the equipment needed for LPR enforcement.
During this time frame, Duncan Solutions would also train City and enforcement staff on how to
use the back-end interface of the equipment. Staff anticipate s being able to procure the
essential hardware by April 2021 or shortly thereafter, with full implementation expected to
launch by late Summer 2021.
Resource Impact
Funding for this contract amendment is available in the FY 2021 Adopted Operating Budget of
the Residential Preferential Parking Fund. During the FY21 budget process, staff recommended
that Council approve utilizing LPR as part of other changes in operations that would improve
cost recovery in the Residential Preferential Parking Program. This includes potentially realizing
a significant cost-savings in RPP contract enforcement from reducing enforcement levels made
possible by switching to ALPR. The anticipated cost savings in RPP enforcement in FY21 is
estimated to be $427,000 and $267,000 in FY22. Switching to ALPR will also reduce future
expenses for parking data collection by eliminating the need for a parking occupancy consultant
to data. Prior cost for data collection was $14,000.
In an At Place Memo, the expense to purchase and implement an LPR system was estimated
and approved by the City Council at $100,000. Upon conclusion of contract negotiations, the
final expense was determined to be $140,000. The additional $40,000 in expenses can be
absorbed by the FY 2021 RPP fund appropriation. This funding is available due to savings
generated by parking enforcement cessation in the first quarter of FY 2021, part of the City’s
response to COVID-19. Funding for future years of the contract is subject to City Council’s
approval through the annual budget process.
Stakeholder Engagement
The City conducted a Request for Proposals (RFP) process for a Parking Permit and Citation
Management System (including an option to add License Plate Recognition technoogy); the RFP
was open for 33 days. The City received five responses to the RFP, from the following
proposers:
• Duncan Solutions
• IPS Group
• Phoenix Group
• Data Ticket
• Passport
Based on the written proposals, Duncan Solutions and Data Ticket were selected for the next
phase of the evaluation process. On November 13, 2018, Duncan and Data Ticket each
City of Palo Alto Page 6
participated in a 2-hour oral interview with City staff, sharing their proposed solutions. Staff
members from the Office of Transportation, Police Department, Information Technolog y
Department, and Administrative Services Department participated in the oral interviews. The
proposers also participated in an external stakeholder session, where they demonstrated how
their system would operate in Palo Alto. That stakeholder session incl uded local business
owners and residents. Vendors were given two (2) hours to present their customer facing
portals and answer questions from stakeholders regarding the technological abilities.
Based on the submitted proposals, oral interviews and externa l stakeholder sessions, the
evaluation committee selected Duncan Solutions for commencement of contract negotiations.
Environmental Review
The proposed action is a contract amendment affecting how permits and citations will be
processed and will not result in any physical changes to the environment. Thus, no review is
required pursuant to the California Environmental Quality Act (CEQA).
Attachments:
• Attachment A: C19171363 Duncan Solutions
• Attachment B: C19171363_AmendNo1_Duncan
• Attachment C: ALPR Survelliance Policy
CITY OF PALO ALTO CONTRACT NO. C19171363
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND
PROFESSIONAL ACCOUNT MANAGEMENT, LLC
FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 20th day of May, 2019, (“Agreement”) by and
between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”),
and PROFESSIONAL ACCOUNT MANAGEMENT, LLC, a Wisconsin Limited Liability
Company, located at 633 West Wisconsin Avenue, Suite 1600, Milwaukee, Wisconsin, 53203
("CONSULTANT").
RECITALS
The following recitals are a substantive portion of this Agreement.
A. CITY intends to develop, implement, support, and maintain a Parking Permit
Management System to facilitate online permit sales and distribution for a variety of parking
programs and a related Parking Citation Management System (“Project”), and desires to engage
a consultant to provide services in connection with the Project (“Services”).
B. CONSULTANT has represented that it has the necessary professional expertise,
qualifications, and capability, and all required licenses and/or certifications to provide the
Services.
C. CITY in reliance on these representations desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit “A”, attached to and made a part of this
Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions,
in this Agreement, the parties agree:
AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through March 31, 2024
unless terminated earlier pursuant to Section 19 of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term
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of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and
made a part of this Agreement. Any Services for which times for performance are not specified
in this Agreement shall be commenced and completed by CONSULTANT in a reasonably
prompt and timely manner based upon the circumstances and direction communicated to the
CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall
not preclude recovery of damages for delay if the extension is required due to the fault of
CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”),
and reimbursable expenses, shall not exceed Six Hundred Twenty Seven Thousand Dollars
($627,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable
expenses, within this amount. The applicable rates and schedule of payment are set out at
Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of
this Agreement. Any work performed or expenses incurred for which payment would result in a
total exceeding the maximum amount of compensation set forth herein shall be at no cost to the
CITY.
Additional Services, if any, shall be authorized in accordance with and subject to the provisions
of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services
performed without the prior written authorization of CITY. Additional Services shall mean any
work that is determined by CITY to be necessary for the proper completion of the Project, but
which is not included within the Scope of Services described at Exhibit “A”.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the services performed and the applicable charges (including an
identification of personnel who performed the services, hours worked, hourly rates, and
reimbursable expenses), based upon the CONSULTANT’s billing rates (set forth in Exhibit “C-
1”). If applicable, the invoice shall also describe the percentage of completion of each task. The
information in CONSULTANT’s payment requests shall be subject to verification by CITY.
CONSULTANT shall send all invoices to the City’s project manager at the address specified in
Section 13 below. The City will generally process and pay invoices within thirty (30) days of
receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be
performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT
represents that it possesses the professional and technical personnel necessary to perform the
Services required by this Agreement and that the personnel have sufficient skill and experience
to perform the Services assigned to them. CONSULTANT represents that it, its employees and
subconsultants, if permitted, have and shall maintain during the term of this Agreement all
licenses, permits, qualifications, insurance and approvals of whatever nature that are legally
required to perform the Services.
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
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similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement. CONSULTANT shall procure all permits and licenses,
pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections
such errors and omissions, any change order markup costs, or costs arising from delay caused by
the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds ten percent
(10%) of CITY’s stated construction budget, CONSULTANT shall make recommendations to
CITY for aligning the PROJECT design with the budget, incorporate CITY approved
recommendations, and revise the design to meet the Project budget, at no additional cost to
CITY.
SECTION 10. INDEPENDENT CONTRACTOR. It is understood and agreed that in
performing the Services under this Agreement CONSULTANT, and any person employed by or
contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not
assign or transfer any interest in this Agreement nor the performance of any of
CONSULTANT’s obligations hereunder without the prior written consent of the city manager.
Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any
assignment made without the approval of the city manager will be void.
SECTION 12. SUBCONTRACTING. 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.
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 o missions 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 Rebecca Smith
as the Project Manager to have supervisory responsibility for the performance, progress, and
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execution of the Services and Dean Viereck as Program Architecture Expert, Cynthia Jackson, as
Regional Manager Western Region to represent CONSULTANT during the day-to-day work on
the Project. If circumstances cause the substitution of the project director, project coordinator, or
any other key personnel for any reason, the appointment of a substitute project director and the
assignment of any key new or replacement personnel will be subject to the prior written approval
of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove
personnel who CITY finds do not perform the Services in an acceptable manner, are
uncooperative, or present a threat to the adequate or timely completion of the Project or a threat
to the safety of persons or property.
CITY’s project manager is Mark Hur, Planning and Community Environment Department,
Transportation Division, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone: (650) 329-
2453. The project manager will be CONSULTANT’s point of contact with respect to
performance, progress and execution of the Services. CITY may designate an alternate project
manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents,
other materials and copyright interests developed under this Agreement shall be and remain the
exclusive property of CITY without restriction or limitation upon their use. CONSULTANT
agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if
any, shall make any of such materials available to any individual or organization without the
prior written approval of the City Manager or designee. CONSULTANT makes no
representation of the suitability of the work product for use in or application to circumstances not
contemplated by the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
indemnify, defend and hold harmless CITY, its Council members, officers, employees and
agents (each an “Indemnified Party”) from and a gainst 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 attorney’s 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.
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16.2. Notwithstanding the above, nothing in this Section 16 shall be construed
to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the
active negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall
not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall
survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance
or law, will not be deemed to be a waiver of any oth er term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in
Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement
naming CITY as an additional insured under any general liability or automobile policy or
policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming
CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
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 Chief
Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement,
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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 thirty (30) days prior
written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will
immediately discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its
performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but
only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such
materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be
paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving notice) of suspension or
termination; provided, however, if this Agreement is suspended or terminated on account of a
default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that
portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such
determination may be made by the City Manager acting in the reasonable exercise of his/h er
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:
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Duncan Solutions, Inc.
Attn: Lynsay Miller
633 West Wisconsin Ave., Suite 1600
Milwaukee, WI 53203
SECTION 21. CONFLICT OF INTEREST.
21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subconsultants, contractors or persons having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure
documents required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender,
gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy,
genetic information or condition, housing status, marital status, familial status, weight or height
of such person. CONSULTANT acknowledges that it has read and understands the provisions of
Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements
and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510
pertaining to nondiscrimination in employment.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department,
incorporated by reference and may be amended from time to time. CONSULTANT shall comply
with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste
Program. Zero Waste best practices include first minimizing and reducing waste; second,
reusing waste and third, recycling or composting waste. In particular, CONSULTANT shall
comply with the following zero waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes,
invoices, reports, and public education materials, shall be double-sided and
printed on a minimum of 30% or greater post-consumer content paper, unless
otherwise approved by CITY’s Project Manager. Any submitted materials printed
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by a professional printing company shall be a minimum of 30% or greater post-
consumer material and printed with vegetable based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not
limited to Extended Producer Responsibility requirements for products and
packaging. A copy of this policy is on file at the Purchasing Division’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide
documentation from the facility accepting the pallets to verify that pallets are not
being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter
4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any
employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of
work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay
such employees no less than the minimum wage set forth in Palo Alto Municipal Code section
4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In
addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance
in accordance with Palo Alto Municipal Code section 4.62.060.
SECTION 25. NON-APPROPRIATION
25.1. This Agreement is subject to the fiscal provisions of the Charter of the
City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any
penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the
following fiscal year, or (b) at any time within a fiscal year in the event that funds are only
appropriated for a portion of the fiscal year and funds for this Agreement are no longer available.
This section shall take precedence in the event of a conflict with any other covenant, term,
condition, or provision of this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS
26.1 This Project is not subject to prevailing wages. CONSULTANT is not
required to pay prevailing wages in the performance and implementation of the Project in
accordance with SB 7 if the contract is not a public works contract, if the contract does not
include a public works construction project of more than $25,000, or the contract does not
include a public works alteration, demolition, repair, or maintenance (collectively,
‘improvement’) project of more than $15,000.
SECTION 27. MISCELLANEOUS PROVISIONS.
27.1. This Agreement will be governed by the laws of the State of California.
27.2. In the event that an action is brought, the parties agree that trial of such
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action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
27.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys' fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
27.4. This document represents the entire and integrated agreement between the
parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is signed by the parties.
27.5. The covenants, terms, conditions and provisions of this Agreement will
apply to, and will bind, the heirs, successors, executors, administrators, assignees, and
consultants of the parties.
27.6. If a court of competent jurisdiction finds or rules that any provision of this
Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this
Agreement and any amendments thereto will remain in full force and effect.
27.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in
any duly executed amendment hereto are by such reference incorporated in this Agreement and
will be deemed to be a part of this Agreement.
27.8 In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case
of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall
control.
27.9 If, pursuant to this contract with CONSULTANT, CITY shares with
CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable
and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for
direct marketing purposes without City’s express written consent.
27.10 All unchecked boxes do not apply to this Agreement.
27.11 The individuals executing this Agreement represent and warrant that they
have the legal capacity and authority to do so on behalf of their respective legal entities.
27.12 This Agreement may be signed in multiple counterparts, which shall, when
executed by all the parties, constitute a single binding agreement.
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CONTRACT No. S19171363 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized
representatives executed this Agreement on the date first above written.
CITY OF PALO ALTO
APPROVED AS TO FORM:
CONSULTANT
Attachments:
EXHIBIT “A”: SCOPE OF SERVICES
EXHIBIT “B”: SCHEDULE OF PERFORMANCE
EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: SCHEDULE OF RATES
EXHIBIT “D”: INSURANCE REQUIREMENTS
EXHIBIT “E”:
EXHIBIT “F”
INFORMATION PRIVACY POLICY
VENDOR CYBERSECURITY TERMS & CONDITIONS
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President
Tim Wendler
EXHIBIT “A”
SCOPE OF SERVICES
Project Description and Overview
CITY is contracting with CONSULTANT to provide services for the development,
implementation, support, and maintenance of a Parking Permit Management System to facilitate
online permit sales and distribution for a variety of parking programs and a related Parking
Citation Management System. The parking permit system will include an online user-interface
which allows residents and non-resident commuter employees to register and validate their
eligibility for permits, purchase permits and automatically renew them. The citation management
system must allow customers to access and manage any citations under the same user account.
CITY also desires to provide an improved parking website (currently:
http://paloalto.parkingguide.com/) to provide access to a menu of transportation options,
including parking and related program information. The website will serve as the portal to Palo
Alto’s online parking experience for the permit and citation management systems and should
provide all City-related parking information in a clear, easily navigated format. Both the Parking
Permit Management and Citation systems and the parking website shall be designed to meet City
of Palo Alto branding and marketing standards.
CONSULTANT shall be responsible for provision and maintenance of a customer-facing portal
for permits and citation payments, software for back-end management of permits and citations,
hardware and software for citation issuance, the option for entry of manual citations and payment
processing (lockbox) for mail-in payments, technical support for website customers by
phone/email, permit fulfillment by mail, ongoing training for CITY, along with technical support
and maintenance, reporting, Department of Motor Vehicles (DMV) inquiries, DMV hold
processing, Franchise Tax Board (FTB) collections, and secondary collections.
1. PARKING PERMIT MANAGEMENT SYSTEM
The Parking Permit Management System is the software and support solution that shall supply
the CITY and CONSULTANT with joint access to all parking permit processing functions.
CONSULTANT shall develop and provide a Parking Permit Management System with the
functions outlined below.
1. Key requirements for the Parking Permit Management System
a.Core functionality must include the option to inquire by permit number, account
number, permit holder name, permit type, and location, at a minimum.
b. Functionality must include the support of wait-lists, by permit type and location, and
the ability to process payments and manage all permit types, amounts, and locations.
c.Users shall have specific functionality access assigned by a designated software
administrator. Software must support real-time access for multiple parties and must
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
be a web-based application, which utilizes Citrix XenAPP 7.8 to transmit and protect
sensitive data.
d. Software must limit permit availability by the type of user and by address.
e.Consultant must validate documents to establish that a customer is eligible to
purchase a permit. Residents must provide proof of residency (i.e. driver’s license,
utility bill, lease, mortgage statement, etc.) in an RPP program area to become
approved to purchase permits. Employers must provide their business registry
number, and proof of business (i.e. utility bill, EIN, etc.) to become approved to
purchase permits for their employees.
f.System shall be capable of importing data from the Palo Alto Business Registry.
g.Employees must provide a copy of their current photo identification (i.e. driver’s
license/government photo identification card) and proof of employment location (i.e.
paystub, W2, or letter from employer) to be approved to purchase employee parking
permits.
h. Employees intending to qualify for the reduced-price employee parking permits must
also submit pay stubs or a W2 to prove qualification under hourly or annual wage
thresholds.
i.Automatically send permit renewal notices by mail and email.
j.Ability to add additional permit types, as necessary (i.e. wide load permits,
construction permits, special event permits, etc.).
k. Ability to accept mail-in citation and permit payments (lockbox) to a Palo Alto
mailing address.
l.Technical support for CONSULTANT website and Interactive Voice Response (IVR)
with English, Spanish, and Mandarin for citation and permit related FAQ’s and
FAQ’s (If language is supported by the software).
m.Client Service Management Support (CSM) support for technical issues with
CONSULTANT website and IVR (response within two (2) business days.
n. Provide multiple languages on the website (English, Spanish, and Chinese).
o. Ability to accept mail-in permit payments (lockbox) at a Palo Alto mailing address.
p. Software access, training, and support for third-party RPP enforcement vendor.
q. System support for both physical and virtual permits.
r.Support for printing of temporary barcoded permits.
s.Processing and fulfillment of permits as an option available to the City.
t.Permit stock as an option to be supplied by the CONSULTANT.
u. Initial in-person training for City staff with bi-annual refresher training (no separate
cost).
v. Quarterly in-person meetings with City staff.
w.Sandbox/test environment available ongoing for pre-release testing.
2. Parking Permit Management System Software Specifications
The Parking Permit Management System software shall allow users to perform the following
functions:
a.Create new permit holder accounts.
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
b. Correct, autofill, and standardize address entries.
c.Validate permit program eligibility.
d. Add customers to multiple wait lists and view wait-list positions.
e.Accept payment for a wait-list position and later apply that payment to the permit.
f.View permit applications and documents attached to permit applications.
g.Enter new permits/approve permit requests.
h. Process payment for permits.
i.Process multiple permit purchases in one transaction.
j.Inactivate and delete permits and accounts.
k. Query by company name, account number, permit type, permit number, license plate,
and address.
l.Add notes to permit accounts.
m.Print temporary permits.
n. Print and email correspondence letters to permit holders.
o. Assign permissions to access certain features based on user id.
p. Review all user activity within the software.
q. Run ad-hoc reports on all data fields.
3. Technical Support for Parking Permit Website
CONSULTANT shall provide the following functions:
a.Create a guide on how to purchase permits, which must be available on the website.
b. Provide a call center for technical support for the CITY website.
c.Calls must be accepted between the hours of 8:00 AM and 5:30 PM, PDT/PST,
Monday through Friday, excluding federal holidays.
d. Support must include System Software issues, System Hardware issues, feature
related questions and reporting. An after-hours emergency support line must be
available 24/7.
e.Create and utilize custom email address for customer technical issues regarding the
permit website.
f.Emails shall be answered within two (2) business days.
g.Complaints made by end customers regarding service received by the
CONSULTANT must be logged and reported to CITY monthly.
2. PARKING CITATION MANAGEMENT SYSTEM
The Parking Citation Management System is the software solution that will supply the CITY and
its relevant vendors/contractors with joint access to all parking citation processing functions.
CONSULTANT shall develop and provide a Parking Citation Management System with the
functions outlined below.
1. Key requirements for the Parking Citation Management System
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
a.Core functionality must include: citation inquiry, entry, payment processing, appeal
and hold processing, reporting, access to documentation and photos, and citation
history.
b. Users shall have specific functionality access assigned by a designated software
administrator. Software must support real-time access for multiple parties and must
be a web-based application which utilizes Citrix XenAPP 7.8 to transmit and protect
sensitive data.
c.Software must provide or support handheld citation issuance software to include all
relevant fields including citation issuance, permit verification, photo capture, tire
marking, global positioning system capture and citation printing.
d. Assuming paid parking is implemented, paid parking enforcement will require
additional enforcement devices and support of additional citation volume.
e.Support the permit software and citation issuance software at no additional cost to the
City for the entirety of the contract.
f.All software should be customizable to CITY specifications including violations,
fines and penalties, locations, custom notes, badge numbers, etc.
g.Provide registered owner information for all violators including California and out-of-
state motor vehicle registration inquiries.
h. CONSULTANT will also be responsible for sending notice of citation to registered
owners based upon the City’s direction regarding the frequency of notices an d
timeframes.
i.CITY reserves the right to change its noticing frequency and timeframes with five (5)
days’ notice to the CONSULTANT, at no additional cost to the City.
j.Provide a comprehensive web-based software solution that integrates citation and
permit related data and is accessible to both the CONSULTANT and CITY staff.
k. Equipment for the issuance of citations including handheld devices and the option for
vehicle-based license plate recognition to support timed parking, permits, and
identification of other outstanding violations associated with the vehicle (scofflaws).
l.DMV integration for access to California and out-of-state vehicle owners.
m.Transfer of citation data and photos from enforcement devices to the Citation
Management System software in real-time.
n. Real-time access to California Department of Motor Vehicles for registered owner
information and DMV registration holds and releases.
o. Access to out-of-state registered owner names and addresses.
p. Reminder notices for unpaid citations by mail.
q. Delinquent notification to the lessee and/or secondary owner when delinquent and
following the lien process under California state law.
r.Report templates developed to the City’s specification that may be exported to Excel
or PDF.
s.Real-time reporting tool for ad-hoc reports.
t.Technical support for CONSULTANT website and IVR with English, Chinese and
Spanish.
u. CSM support for technical issues with CONSULTANT website and IVR (response
within two (2) business days).
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
v. Multiple languages on the website (English, Chinese and Spanish).
w. Ability to accept mail-in citation payments (lockbox) to a Palo Alto mailing address
(as an option for the City).
x. Live customer service for City staff between the hours of 8:00 AM and 5:30 PM
PDT/PST with emergency after-hours support 24/7.
y. Interactive Voice Response (IVR) system that allows for citation inquiry and
payment, pre-recorded prompts to answer frequently-asked questions and routing of
calls to live operators.
z. Secondary collection efforts to include skip-tracing, mailings, DMV holds and FTB
processing.
aa. Contractor and subcontractor provide a variety of web services that are available to
various vendors servicing the parking industry. These API’s currently support
payment and financial related information, citation inquiries and booting and towing
data, which allow for integration with third parties systems
bb. Initial in-person training for City staff with bi-annual refresher training (no additional
cost).
cc. Quarterly in-person meetings with City staff.
dd. Sandbox/test environment available prior to award and ongoing for pre-release
testing.
ee. Data entry of citations (as an option for the City).
ff. Appeal preparation to include initial processing for initial hearing reviews (as an
option for the City).
gg. Citation stock as an option to be supplied by the CONSULTANT.
hh. The system must be able to accommodate any changes that occur due to California
Assembly Bill No. 503 (i.e. allowing parking citation payment plans for indigent
people)
2. Citation Management System Software Specifications
The software shall allow users to perform the following functions:
a. Entry form for manually issued citations.
b. Query for citation data by citation number, license plate, name, and VIN.
c. Pay or dismiss citations on one or multiple plates.
d. Add notes to citations and plates.
e. Attach documents to citation records.
f. Place citations on hold to suspend penalty and notice activity.
g. Print and email correspondence letters.
h. Void citations with custom City void codes.
i. Support for multiple vehicle owners.
j. View a copy of a citation and photos taken during citation issuance.
k. Assign permissions to access certain features based on user id.
l. Review all user activity within the software.
m. Run ad-hoc real-time reports on all data fields.
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
3. Technical Support for Parking Citations Website/ Interactive Voice Response (IVR)
CONSULTANT shall provide the following functions:
a. Provide a call center for technical support of the CITY website and IVR.
b. Calls must be accepted between the hours of 8:00 AM and 5:30 PM, PDT/PST (to
match City of Palo Alto’s customer service center hours), Monday through Friday,
excluding national holidays.
c. Support must include System Software issues, System Hardware issues, feature
related questions and reporting. An after-hours emergency support line must be
available 24/7.
d. Provide email support to customers for technical issues regarding the citation website
and IVR.
e. Emails shall be answered within two business days.
f. Complaints made by end customers regarding service received by the
CONSULTANT must be logged and reported to the City within 24 hours.
3. OVERVIEW OF CUSTOMER-FACING WEB PORTAL
CITY desires a customer friendly parking website to provide access to parking and related
program information. The parking website shall be “white label”, designed to meet CITY
branding and marketing standards. It will serve as the portal to Palo Alto’s online parking
experience and should provide all City-related parking information in a clear, easily navigated
format. The website shall be integrated with the permit and citation management customer
portals, as described in sections 2 and 3.
The new parking website shall take all parking information from the City’s existing website
http://paloalto.parkingguide.com and synthesize it so visitors can easily access information on
parking facilities and permit sales. The website shall be built in a manner which is consistent
with the CITY existing website’s look and feel but is expected to be hosted externally and
function as the “one-stop shop” for all information related to traveling to Palo Alto. The parking
website shall provide access to the functions outlined below:
1. Key requirements for the Customer-facing Web Portal
a. Palo Alto residents should have easy access to all the RPP program information and
be able to login to the permit system.
b. links to the Palo Alto Transportation Management Association (TMA), and the
transportation programs that it offers to employees in Palo Alto.
c. Provide links or options to purchase transit tickets, reserve trips or to get more
information.
d. Website will contain FAQ information for non-resident commuters who elect to drive,
so appropriate permits can be selected .
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
e. Customer should also be able to select to purchase a parking permit by creating an
account and logging in to the permit system.
f. All content for the website including, but not limited to, text, graphics, images, and
maps will be the responsibility of the CONSULTANT to develop.
g. CITY will review all proposed data content prior to development and release to the
public.
h. Website will be updated with correct/updated information, as required.
i. Website must be viewable on multiple online browser platforms, including MS
Explorer, Google Chrome, Apple Safari, and Firefox;
j. Include automatic algorithms to detect the platform in which the user is viewing so
content can be adjusted accordingly.
k. Required platforms include desktop computers, laptops, mobile devices, and tablets.
2. Parking Permit and Citation Management System Web/Mobile Portal
CONSULTANT portal must support the following functions at a minimum:
a. Real-time integration with back-end database to enable inquiry, payment, and appeal
for City-issued citations.
b. Customer-friendly, easy-to-use web and mobile portal for end users that supports
account creation, available in English, Spanish and Chinese.
c. Parking citation inquiry by citation number.
d. Payment plan quiry by payment plan number.
e. Process payment of parking citation by credit card using Visa, Discover, MasterCard
and American Express, debit card, PayPal. Apple Pay and Google Wallet are on our
product development roadmap and will be provided to the City once product
development has been completed. (convenience fee may be charged).
f. Ability to hide customer name and address when an inquiry is performed.
g. The appeal of parking citations with the ability to upload supporting documentation.
h. Ability to view a copy of a citation and any related photos.
i. Support for permit wait-lists online.
j. Display appropriate permit type, based on the selection of account type
(employee/resident/visitor) and address.
k. Request placement on multiple wait-lists, with prioritization, maximum of three wait-
lists per customer.
l. Request a new permit with supporting documentation.
m. View status of permit requests, including position on wait-list.
n. Renew an existing permit.
o. Remove from wait-list.
p. Cancel permit.
q. Process payment for a wait-list position.
r. Process permit payment
s. Account creation tying together citation and permit information.
t. Support for multiple wait-lists (up to three) with prioritization.
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
u. Acceptance of payment for wait-list, permit purchase and citation payment with the
ability to upload supporting documentation.
v. Ability to view current permits, wait-list status, and citation status.
w. Appeal acceptance that supports upload of supporting documentation.
x. The ability for customers to create, retrieve and update personal passwords.
y. FAQs for citation payment, appeal, permit and waitlist features.
4. TECHNICAL SPECIFICATIONS
CONSULTANT agrees that all data provided by users and staff shall be maintained in a secure
manner and CONSULTANT shall prevent unauthorized parties from accessing, sharing, or using
this data for private or public use without written consent from the CITY. If CITY selects a new
contractor or system to replace the services under this Agreement, the CONSULTANT will
promptly provide operational and data transfer support to transfer the records and data to CITY
or CITY’s new contractor or system before the end of the term of this Agreement.
CONSULTANT’s obligation to transfer CITY’s data and records shall survive the expiration or
termination of the Agreement.
5. SYSTEM HARDWARE
1. Handheld Enforcement Devices
CONSULTANT shall provide seven (7) handheld devices for parking enforcement. The
following fields, at a minimum, must be captured during citation issuance by CONSULTANT’s
enforcement software:
a. Citation Number
b. License plate
c. State
d. VIN or last four digits of VIN
e. Violation Code and description (up to three)
f. Location of violation, including program zone
g. Issue Date
h. Issue Time
i. Officer ID
j. Officer Signature
k. Notes to print on citation
l. Notes that are hidden from public
m. Fine and penalty schedules
n. Appeal and payment instructions
o. Electronic marking
p. Photos
q. Ability to support pay-by-plate, pay-by-space, PARCs integration and mobile
payment utilizing existing integrations
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
2. Vehicle-based License Plate Readers (AS AN OPTION FOR THE CITY)
The use of vehicle-based license plate readers to support the issuance of citations shall be
provided as an option to the CITY. Should the CITY elect to utilize LPR, a minimum of two (2)
LPR systems will be required upon CITY’s initial request with the possibility of increasing that
quantity during the term of the Agreement. The CONSULTANT shall provide detailed
specifications of the LPR hardware and software as attachments at the request of the CITY. The
LPR shall be capable of supporting the following at a minimum:
a. Scofflaw identification
b. Permit verification
c. Time-based enforcement in color zones
d. Future integration with paystations, PARCs, and pay-by-cell vendors
CONSULTANT must supply hardware and software specifications for the proposed LPR
solution.
6. Collections Work
CONSULTANT shall provide collection effort reports, including but not limited to citations
specified by the City. Collection efforts should include, at a minimum:
a. Two (2) collection notices for all citations
b. DMV holds for California registered owners
c. FTB collections for California residents
d. Skip-tracing
e. Outbound phone calls
7. TECHNICAL REQUIREMENTS
CITY requires a system that supports all the following: Web-based software with no PC
installation required, which utilizes Citrix XenAPP 7.8 to transmit and protect sensitive data.
a. Reporting format that exports to Excel and PDF formats.
b. In-house software that is not Java-based.
c. Sequential back-end database structure.
d. CONTRACTOR will work with the City and its third-party vendors to utilize existing
integrations.
e. System downtown of less than 0.1% between the hours of 6:00 AM-11:00 PM, seven
days per week. System uptime of 99.9%, at a minimum, is required.
8. SYSTEM AUDIT REPORTING
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CONSULTANT shall provide standard and custom audit reports specified by the City, including
at a minimum:
a. Permits sold within a parking program or districts by type and length of permit.
b. Permit revenue by parking program or district and type of revenue
c. Resident permits, or full price employee permits, or reduced-price employee permits
1. Free permits
2. Annual permits
3. Semiannual permits
4. Quarterly permits
5. Monthly permits
6. Daily permits
d. Guest permits, whatever
e. Citation revenue by parking program or district and type of revenue and total number
of citations paid
f. Citations unpaid by parking program or district and the total number of citations
issued
9. RESPONSE TIMES
The following is an overview of acceptable customer response times. Failure to meet these
response times will result in liquidated damages outlined in Section 10, Non-Performance.
a. Technical issues - return call within four hours on business days for issues.
b. Customer service response to City staff - within four hours on business days.
c. Data entry of citations within two (2) business days of receipt.
d. Payment processing within one (1) business day of receipt.
e. Fulfillment of physical permit within two (2) business days of receipt of a completed
and eligible application.
f. Email response to end-customers within two (2) business days of receipt.
10. NON-PERFORMANCE
The City reserves the right to recover liquidated damages of a specified sum, based upon the
following schedule:
Violation Amount
Failure to meet the response timelines. $200.00 per day
_____
Initial
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EXHIBIT “B”
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services as specified in EXHIBIT “A” SCOPE OF
SERVICES as to be determined by CITY project manager so as to complete each of the
requested services within 90-120 days from the date the contract is executed and the project plan
has been approved. The time to complete each of the tasks identified in project plan 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.
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
EXHIBIT “C”
COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed
in accordance with the terms and conditions of this Agreement, based on the rates in
Exhibit C-1. The budget schedule below is an estimate of the amounts to be paid by year,
however, the amount paid in any given year may vary, depending on the number of
permits and citations processed.
BUDGET SCHEDULE ESTIMATED AMOUNT
Year 1 $99,000.00
Year 2 $132,000.00
Year 3 $132,000.00
Year 4 $132,000.00
Year 5 $132,000.00
Sub-total Basic Services $627,000.00
Reimbursable Expenses $0.00 (None)
Total Basic Services and Reimbursable expenses $627,000.00
Maximum Total Compensation $627,000.00
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are
included within the scope of payment for services and are not reimbursable expenses.
CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost.
Expenses for which CONSULTANT shall be reimbursed are: NONE
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All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense 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
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
EXHIBIT “C-1”
SCHEDULE OF RATES
CONSULTANT shall be paid per unit for processing services for the comprehensive permit and citation
managements system. Table 1 below includes the payment rates per unit for the program including pre-
defined pricing for implementation and management of the program. The compensation table shall
remain fixed for term of the Agreement.
Table Set 1 Compensation Terms
Permit Management System Pricing
Item Per Unit
Estimated Annual
Expense*
Per-permit fee $1.00 $10,500.00
Per-renewal letter fee (sent by mail) $0.65 $3,412.50
Per-renewal letter fee (sent by email) $0.00 $0.00
Per-software license fee $0.00 $0.00
Per-permit convenience fee (for web/IVR purchases) $1.00
charged to
customer
Permits Solution subtotal $2.65 $13,912.50
Estimated cost per month $1,159.38
Optional service
Item Per Unit
Estimated Annual
Expense*
Per-permit fulfillment fee** $4.00 $42,000.00
Permit Solutions subtotal + Optional service subtotal $55,912.50
Estimated cost per month $4,659.38
*Estimate based on assumption of 10,500 permits issued and
50% of renewal letters are sent by mail. Actual expense may
be more or less than this estimate, depending on the actual
number of permits issued.
**If requested by City, Consultant shall provide this service
which includes Consultant: (1) scanning and indexing all
paper applications, (2) reviewing and approving scanned
applications based on City rules, and (3) reviewing and
approving online applications based on City rules.
Citation Management System Pricing
Seven (7) handheld enforcement devices
Item Per Unit
Est. Annual
Expense
Per-citation fee (electronic or manual) $1.99 $21,492.00*
Per-citation notice fee *Assume 75% $0.65 $5,265.00
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
Convenience fee for citation payment $1.00
charged to
customer
Per plate fee for out-of-state lookups (per plate) $0.98 $558.60
% of collections for secondary collection (non-FTB) efforts
25% of
amount
collected $24,825.00
FTB collections *Assumes 4% or approx. $54K
15% of
amount
collected $8,100.00
Per-software license fee $0.00 $0.00
Handheld citation stock (per citation) $0.09615 $1,017.65
Manual citation stock (per citation) $0.20 $43.20
Per handheld device (lease per month) $65.00 $5,460.00
Handhelds data plan *Assume $60.00 per month per handheld $60.00 $5,040.00
Citation Solution subtotal $71,801.45
Estimated cost per month $5,983.45
* Estimate based on assumption of 10,800 citations issued. Other estimates in this column are
based on other assumptions, some of which may be noted.
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
Professional Services
Rev. April 27, 2018
1
Compensation Schedule (Estimated)
Table 2 below includes the estimated annual payment compensation schedule for the program, based
on assumed numbers of permits and citations issued, equipment utilized and other services provided.
These are estimates only.
Table 2 Compensation Schedule
Est.
Mont
hly
(round
ed to
neares
t
1000)
2019 2020 2021 2022 2023
Mont
hs
Annu
al
Cost
Mont
hs
Annua
l Cost
Mont
hs
Annua
l Cost
Mont
hs
Annua
l Cost
Mont
hs
Annua
l Cost
Permit
Manage
ment
$5,00
0
9 $45,0
00
12 $60,0
00
12 $60,0
00
12 $60,0
00
12 $60,0
00
Citation
Manage
ment
$6,00
0
9 $54,0
00
12 $72,0
00
12 $72,0
00
12 $72,0
00
12 $72,0
00
Annual
Cost
Estimates
$11,0
00
9 $99,0
00
12 $132,
000
12 $132,
000
12 $132,
000
12 $132,
000
Total Cost Estimates $99,0
00
$231,000 $363,000 $495,000 $627,000
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
Professional Services
Rev. April 27, 2018
2
EXHIBIT “D”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY
COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT
INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND OMISSIONS,
MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND
EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY
RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY
AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS,
AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
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Professional Services
Rev. April 27, 2018
3
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY
SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER,
BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL
LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-
PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN
(10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE
AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO
AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
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POLICY S
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EXHIBIT "E"
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POLICY AND PROCEDURES 1‐64/IT
Revised: December 2017
Page 2 of 8
The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work
environment for all users having access to the City’s applications and databases; (b) the
appropriate maintenance and security of database information assets owned by, or entrusted
to, the City; (c) the controlled access and security of the Information provided to the City’s staff
and third party contractors; and (d) faithful compliance with legal and regulatory requirements.
SCOPE
The Policy will guide the City’s staff and, indirectly, third party contractors, which are by
contract required to protect the confidentiality and privacy of the Information of the persons
whose personal information data are intended to be covered by the Policy and which will be
advised by City staff to conform their performances to the Policy should they enjoy conditional
access to that information.
CONSEQUENCES
The City’s employees shall comply with the Policy in the execution of their official duties to the
extent their work implicates access to the Information referred to in this Policy. A failure to
comply may result in employment and/or legal consequences.
EXCEPTIONS
In the event that a City employee cannot fully comply with one or more element(s) described in
this Policy, the employee may request an exception by submitting Security Exception Request.
The exception request will be reviewed and administered by the City’s Information Security
Manager (the “ISM”). The employee, with the approval of his or her supervisor, will provide
any additional information as may be requested by the ISM. The ISM will conduct a risk
assessment of the requested exception in accordance with guidelines approved by the City’s
Chief Information Officer (“CIO”) and approved as to form by the City Attorney. The Policy’s
guidelines will include at a minimum: purpose, source, collection, storage, access, retention,
usage, and protection of the Information identified in the request. The ISM will consult with the
CIO to approve or deny the exception request. After due consideration is given to the request,
the exception request disposition will be communicated, in writing, to the City employee and
his or her supervisor. The approval of any request may be subject to countermeasures
established by the CIO, acting by the ISM.
MUNICIPAL ORDINANCE
This Policy will supersede any City policy, rule, regulation or procedure regarding information
privacy.
RESPONSIBILITIES OF CITY STAFF
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POLICY AND PROCEDURES 1‐64/IT
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A. RESPONSIBILITY OF CIO AND ISM
The CIO, acting by the ISM, will establish an information security management framework
to initiate and coordinate the implementation of information security measures by the
City’s government.
The City’s employees, in particular, software application users and database users, and,
indirectly, third party contractors under contract to the City to provide services, shall by
guided by this Policy in the performance of their job responsibilities.
The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing
compliance with and the effectiveness of the Policy; (c) the development of privacy
standards that will manifest the Policy in detailed, auditable technical requirements, which
will be designed and maintained by the persons responsible for the City’s IT environments;
(d) assisting the City’s staff in evaluating security and privacy incidents that arise in regard
to potential violations of the Policy; (e) reviewing and approving department‐specific
policies and procedures which fall under the purview of this Policy; and (f) reviewing Non‐
Disclosure Agreements (NDAs) signed by third party contractors, which will provide services,
including, without limitation, local or ‘cloud‐based’ software services to the City.
B. RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE
The Information Security Steering Committee (the “ISSC”), which is comprised of the City’s
employees, drawn from the various City departments, will provide the primary direction,
prioritization and approval for all information security efforts, including key information
security and privacy risks, programs, initiatives and activities. The ISSC will provide input to
the information security and privacy strategic planning processes to ensure that information
security risks are adequately considered, assessed and addressed at the appropriate City
department level.
C. RESPONSIBILITY OF USERS
All authorized users of the Information will be responsible for complying with information
privacy processes and technologies within the scope of responsibility of each user.
D. RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS
The City’s IT Managers, who are responsible for internal, external, direct and indirect
connections to the City’s networks, will be responsible for configuring, maintaining and
securing the City’s IT networks in compliance with the City’s information security and
privacy policies. They are also responsible for timely internal reporting of events that may
have compromised network, system or data security.
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E. RESPONSIBILITY OF AUTHORIZATION COORDINATION
The ISM will ensure that the City’s employees secure the execution of Non‐Disclosure
Agreements (NDA), whenever access to the Information will be granted to third party
contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms
and Conditions. An NDA must be executed prior to the sharing of the Information of
persons covered by this Policy with third party contractors. The City’s approach to managing
information security and its implementation (i.e. objectives, policies, processes, and
procedures for information security) will be reviewed independently by the ISM at planned
intervals, or whenever significant changes to security implementation have occurred.
The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as
appropriate, commencing from the date of its adoption.
GENERAL PROCEDURE FOR INFORMATION PRIVACY
A. OVERVIEW
The Policy applies to activities that involve the use of the City’s information assets, namely,
the Information of persons doing business with the City or receiving services from the City,
which are owned by, or entrusted to, the City and will be made available to the City’s
employees and third party contractors under contract to the City to provide Software as a
Service consulting services. These activities include, without limitation, accessing the
Internet, using e‐mail, accessing the City’s intranet or other networks, systems, or devices.
The term “information assets” also includes the personal information of the City’s
employees and any other related organizations while those assets are under the City’s
control. Security measures will be designed, implemented, and maintained to ensure that
only authorized persons will enjoy access to the information assets. The City’s staff will act
to protect its information assets from theft, damage, loss, compromise, and inappropriate
disclosure or alteration. The City will plan, design, implement and maintain information
management systems, networks and processes in order to assure the appropriate
confidentiality, integrity, and availability of its information assets to the City’s employees
and authorized third parties.
B. PERSONAL INFORMATION AND CHOICE
Except as permitted or provided by applicable laws, the City will not share the Information
of any person doing business with the City, or receiving services from the City, in violation of
this Policy, unless that person has consented to the City’s sharing of such information
during the conduct of the City’s business as a local government agency with third parties
under contract to the City to provide services.
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C. METHODS OF COLLECTION OF PERSONAL INFORMATION
The City may gather the Information from a variety of sources and resources, provided that
the collection of such information is both necessary and appropriate in order for the City to
conduct business as a local government agency in its governmental and proprietary
capacities. That information may be gathered at service windows and contact centers as
well as at web sites, by mobile applications, and with other technologies, wherever the City
may interact with persons who need to share such formation in order to secure the City’s
services.
The City’s staff will inform the persons whose Information are covered by this Policy that
the City’s web site may use “cookies” to customize the browsing experience with the City of
Palo Alto web site. The City will note that a cookie contains unique information that a web
site can use to track, among others, the Internet Protocol address of the computer used to
access the City’s web sites, the identification of the browser software and operating
systems used, the date and time a user accessed the site, and the Internet address of the
website from which the user linked to the City’s web sites. Cookies created on the user’s
computer by using the City’s web site do not contain the Information, and thus do not
compromise the user’s privacy or security. Users can refuse the cookies or delete the cookie
files from their computers by using any of the widely available methods. If the user chooses
not to accept a cookie on his or her computer, it will not prevent or prohibit the user from
gaining access to or using the City’s sites.
D. UTILITIES SERVICE
In the provision of utility services to persons located within Palo Alto, the City of Palo Alto
Utilities Department (“CPAU”) will collect the Information in order to initiate and manage
utility services to customers. To the extent the management of that information is not
specifically addressed in the Utilities Rules and Regulations or other ordinances, rules,
regulations or procedures, this Policy will apply; provided, however, any such Rules and
Regulations must conform to this Policy, unless otherwise directed or approved by the
Council. This includes the sharing of CPAU‐collected Information with other City
departments except as may be required by law.
Businesses and residents with standard utility meters and/or having non‐metered monthly
services will have secure access through a CPAU website to their Information, including,
without limitation, their monthly utility usage and billing data. In addition to their regular
monthly utilities billing, businesses and residents with non‐standard or experimental
electric, water or natural gas meters may have their usage and/or billing data provided to
them through non‐City electronic portals at different intervals than with the standard
monthly billing.
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Businesses and residents with such non‐standard or experimental metering will have their
Information covered by the same privacy protections and personal information exchange
rules applicable to Information under applicable federal and California laws.
E. PUBLIC DISCLOSURE
The Information that is collected by the City in the ordinary course and scope of conducting
its business could be incorporated in a public record that may be subject to inspection and
copying by the public, unless such information is exempt from disclosure to the public by
California law.
F. ACCESS TO PERSONAL INFORMATION
The City will take reasonable steps to verify a person’s identity before the City will grant
anyone online access to that person’s Information. Each City department that collects
Information will afford access to affected persons who can review and update that
information at reasonable times.
G. SECURITY, CONFIDENTIALITY AND NON‐DISCLOSURE
Except as otherwise provided by applicable law or this Policy, the City will treat the
Information of persons covered by this Policy as confidential and will not disclose it, or
permit it to be disclosed, to third parties without the express written consent of the person
affected. The City will develop and maintain reasonable controls that are designed to
protect the confidentiality and security of the Information of persons covered by this Policy.
The City may authorize the City’s employee and or third party contractors to access and/or
use the Information of persons who do business with the City or receive services from the
City. In those instances, the City will require the City’s employee and/or the third party
contractors to agree to use such Information only in furtherance of City‐related business
and in accordance with the Policy.
If the City becomes aware of a breach, or has reasonable grounds to believe that a security
breach has occurred, with respect to the Information of a person, the City will notify the
affected person of such breach in accordance with applicable laws. The notice of breach will
include the date(s) or estimated date(s) of the known or suspected breach, the nature of
the Information that is the subject of the breach, and the proposed action to be taken or
the responsive action taken by the City.
H. DATA RETENTION / INFORMATION RETENTION
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The City will store and secure all Information for a period of time as may be required by law,
or if no period is established by law, for seven (7) years, and thereafter such information
will be scheduled for destruction.
I. SOFTWARE AS A SERVICE (SAAS) OVERSIGHT
The City may engage third party contractors and vendors to provide software application
and database services, commonly known as Software‐as‐a‐Service (SaaS).
In order to assure the privacy and security of the Information of those who do business with
the City and those who received services from the City, as a condition of selling goods
and/or services to the City, the SaaS services provider and its subcontractors, if any,
including any IT infrastructure services provider, shall design, install, provide, and maintain
a secure IT environment, while it performs such services and/or furnishes goods to the City,
to the extent any scope of work or services implicates the confidentiality and privacy of the
Information.
These requirements include information security directives pertaining to: (a) the IT
infrastructure, by which the services are provided to the City, including connection to the
City's IT systems; (b) the SaaS services provider’s operations and maintenance processes
needed to support the IT environment, including disaster recovery and business continuity
planning; and (c) the IT infrastructure performance monitoring services to ensure a secure
and reliable environment and service availability to the City. The term “IT infrastructure”
refers to the integrated framework, including, without limitation, data centers, computers,
and database management devices, upon which digital networks operate.
Prior to entering into an agreement to provide services to the City, the City’s staff will
require the SaaS services provider to complete and submit an Information Security and
Privacy Questionnaire. In the event that the SaaS services provider reasonably determines
that it cannot fulfill the information security requirements during the course of providing
services, the City will require the SaaS services provider to promptly inform the ISM.
J. FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003
CPAU will require utility customers to provide their Information in order for the City to
initiate and manage utility services to them.
Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003
(Public Law 108‐159), including the Red Flag Rules, require that CPAU, as a “covered
financial institution or creditor” which provides services in advance of payment and which
can affect consumer credit, develop and implement procedures for an identity theft
program for new and existing accounts to detect, prevent, respond and mitigate potential
identity theft of its customers’ Information.
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CPAU procedures for potential identity theft will be reviewed independently by the ISM
annually or whenever significant changes to security implementation have occurred. The
ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to
conform to this Policy.
There are California laws which are applicable to identity theft; they are set forth in
California Civil Code § 1798.92.
NOTE: Questions regarding this policy should be referred to the Information Technology
Department, as appropriate.
Recommended: __________________________________ ________________
Director Information Technology/CIO Date
Approved: ___________________________________ _________________
City Manager Date
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12/5/2017
12/13/2017
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Information Security
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EXHIBIT “F”
VENDOR CYBERSECURITY TERMS AND CONDITIONS
This Exhibit shall be made a part of the City of Palo Alto’s Professional Services Agreement or any other contract entered
into by and between the City of Palo Alto (the “City”) and PROFESSIONAL ACCOUNT MANAGEMENT, LLC (the “Consultant”)
for the provision of Software as a Service services to the City (the “Agreement”).
In order to assure the privacy and security of the personal information of the City’s customers and
people who do business with the City, including, without limitation, vendors, utility customers, library
patrons and other individuals and businesses, who are required to share such information with the
City, as a condition of receiving services from the City or selling goods and services to the City,
including, without limitation, the Software as a Service services provider (the “Consultant”) and its
subcontractors, if any, including, without limitation, any Information Technology (“IT”) infrastructure
services provider, shall design, install, provide, and maintain a secure IT environment, described
below, while it renders and performs the Services and furnishes goods, if any, described in the
Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and
privacy of the personal information of the City’s customers. The Consultant shall fulfill the data and
information security requirements (the “Requirements”) set forth in Part A below.
A “secure IT environment” includes: (a) the IT infrastructure, by which the Services are provided to
the City, including connection to the City's IT systems; (b) the Consultant’s operations and
maintenance processes needed to support the environment, including disaster recovery and business
continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure
and reliable environment and service availability to the City. “IT infrastructure” refers to the
integrated framework, including, without limitation, data centers, computers, and database
management devices, upon which digital networks operate.
In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill
the Requirements, the Consultant shall promptly inform the City of its determination and submit, in
writing, one or more alternate countermeasure options to the Requirements (the “Alternate
Requirements” as set forth in Part B), which may be accepted or rejected in the reasonable
satisfaction of the Information Security Manager (the “ISM”).
Part A. Requirements:
The Consultant shall at all times during the term of any contract between the City and the Consultant:
(a) Appoint or designate an employee, preferably an executive officer, as the security liaison to
the City with respect to the Services to be performed under this Agreement.
(b) Comply with the City’s Information Privacy Policy:
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Information Security
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Doc: InfoSec 110
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(c) Have adopted and implemented information security and privacy policies that are
documented, are accessible to the City and conform to ISO 27001/2 – Information Security
Management Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103
http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=50297
(d) Conduct routine data and information security compliance training of its personnel that is
appropriate to their role.
(e) Develop and maintain detailed documentation of the IT infrastructure, including software
versions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for
performing professional and criminal background checks of its employees that (1) would
permit verification of employees’ personal identity and employment status, and (2) would
enable the immediate denial of access to the City's confidential data and information by any
of its employees who no longer would require access to that information or who are
terminated.
(g) Provide a list of IT infrastructure components in order to verify whether the Consultant has
met or has failed to meet any objective terms and conditions .
(h) Implement access accountability (identification and authentication) architecture and support
role-based access control (“RBAC”) and segregation of duties (“SoD”) mechanisms for all
personnel, systems, and software used to provide the Services. “RBAC” refers to a computer
systems security approach to restricting access only to authorized users. “SoD” is an approach
that would require more than one individual to complete a security task in order to promote
the detection and prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the
Services’ environment design and deployment are known to the City, and (2) it has
implemented measures in accordance with industry best practices applicable to secure coding
and secure IT architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the
confidentiality, integrity, and availability of the City's information.
(k) Deploy and maintain IT system upgrades, patches and configurations conforming to current
patch and/or release levels by not later than one (1) week after its date of release. Emergency
security patches must be installed within 24 hours after its date of release.
(l) Provide for the timely detection of, response to, and the reporting of security incidents,
including on-going incident monitoring with logging.
(m) Notify the City within one (1) hour of detecting a security incident that results in the
unauthorized access to or the misuse of the City's confidential data and information.
(n) Inform the City that any third party service provider(s) meet(s) all of the Requirements.
(o) Perform security self-audits on a regular basis and not less frequently than on a quarterly
basis, and provide the required summary reports of those self -audits to the ISM on the annual
anniversary date or any other date agreed to by the Parties.
(p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City’s
performance of random site security audits at the Consultant’s site(s), including the site(s) of a
third party service provider(s), as applicable. The scope of these audits will extend to the
Consultant’s and its third party service provider(s)’ awareness of security policies and
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
City of Palo Alto
Information Security
Document Version: V2.7
Doc: InfoSec 110
Page 3 of 3
practices, systems configurations, access authentication and authorization, and incident
detection and response.
(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and
regulations, the Confidential Information will be accessible only by the Consultant and any
authorized third party service provider’s personnel.
(r) Perform regular, reliable secured backups of all data needed to maximize the availability of
the Services.
(s) Maintain records relating to the Services for a period of three (3) years after the expiration or
earlier termination of this Agreement and in a mutually agreeable storage medium. Within
thirty (30) days after the effective date of expiration or earlier ter mination of this Agreement,
all of those records relating to the performance of the Services shall be provided to the ISM.
(t) Maintain the Confidential Information in accordance with applicable federal, state and local
data and information privacy laws, rules, and regulations.
(u) Encrypt the Confidential Information before delivering the same by electronic mail to the City
and or any authorized recipient.
(v) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct,
indirect or punitive damages whatsoever including, without limitation, damages for loss of
use, data or profits, arising out of or in any way connected with the City ’s IT environment,
including, without limitation, IT infrastructure communications.
Part B. Alternate Requirements:
DocuSign Envelope ID: 5851857E-A78B-46E5-BBC8-5936FD35ADBF
Certificate Of Completion
Envelope Id: 5851857EA78B46E5BBC85936FD35ADBF Status: Completed
Subject: Please DocuSign: C19171363 Permit Citation Management System Duncan Contract 06062019.pdf
Source Envelope:
Document Pages: 39 Signatures: 1 Envelope Originator:
Certificate Pages: 2 Initials: 0 Christopher Anastole
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
chris.anastole@cityofpaloalto.org
IP Address: 12.220.157.20
Record Tracking
Status: Original
6/11/2019 9:45:03 AM
Holder: Christopher Anastole
chris.anastole@cityofpaloalto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Tim Wendler
twendler@DuncanSolutions.com
President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 98.100.195.102
Sent: 6/11/2019 9:52:54 AM
Viewed: 6/11/2019 10:01:40 AM
Signed: 6/11/2019 10:02:36 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Madina Klicheva
Madina.Klicheva@CityofPaloAlto.org
Administrative Associate II
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 6/11/2019 10:02:38 AM
Viewed: 6/11/2019 10:05:48 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mark Hur
Mark.Hur@CityofPaloAlto.org
Parking Operations Lead
Security Level: Email, Account Authentication
(None)
Sent: 6/11/2019 10:02:39 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Chantal Gaines
Chantal.Gaines@CityofPaloAlto.org
Assistant to City Manager
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 6/11/2019 10:02:40 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/11/2019 10:02:40 AM
Certified Delivered Security Checked 6/11/2019 10:02:40 AM
Signing Complete Security Checked 6/11/2019 10:02:40 AM
Completed Security Checked 6/11/2019 10:02:40 AM
Payment Events Status Timestamps
City of Palo Alto Contract No. C19171363
v. Aug. 5, 2019 Amendment No. 1
Page 1 of 8
AMENDMENT NO. 1 TO CONTRACT NO. C19171363
BETWEEN THE CITY OF PALO ALTO AND PROFESSIONAL ACCOUNT MANAGEMENT, LLC
FOR PROFESSIONAL SERVICES
This Amendment No. 1 (this “Amendment”) to Contract No. C19171363 (the “Contract” as
defined below) is entered into as of September 9, 2020, by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“CITY”), and PROFESSIONAL ACCOUNT MANAGEMENT,
LLC., a Wisconsin Limited Liability Company, located at 663 West Wisconsin Avenue, Suite 1600,
Milwaukee, Wisconsin, 53203 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively
as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties hereto
for the provision of the development, implementation, support, and maintenance of a Parking
Permit Management System to facilitate online permit sales and distribution for a variety of
parking programs, and a related Parking Citation Management System, as detailed therein.
B. The Parties now wish to amend the Contract in order to increase the compensation
by $140,000, from $627,000 to $767,000 and add a new set of rates for LPR hardware and software
to Exhibit C-1.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of
this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. C19171363
between CONSULTANT and CITY, dated May 20, 2019.
b. Other Terms. Capitalized terms used and not defined in this Amendment
shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 4. “NOT TO EXCEED COMPENSATION" of the Contract is hereby
amended to read as follows:
“SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and
reimbursable expenses, shall not exceed Seven Hundred Sixty Seven Thousand Dollars
($767,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable
expenses, within this amount. The applicable rates and schedule of payment are set out at Exhibit
“C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any
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City of Palo Alto Contract No. C19171363
v. Aug. 5, 2019 Amendment No. 1
Page 2 of 8
work performed or expenses incurred for which payment would result in a total exceeding the
maximum amount of compensation set forth herein shall be at no cost to the CITY.
Additional Services, if any, shall be authorized in accordance with and subject to the
provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services
performed without the prior written authorization of CITY. Additional Services shall mean any work
that is determined by CITY to be necessary for the proper completion of the Project, but which is
not included within the Scope of Services described at Exhibit “A”.
SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as
indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby
incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS.
b. Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES
PREVIOUS.
SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the
Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this
Amendment and are fully incorporated herein by this reference.
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City of Palo Alto Contract No. C19171363
v. Aug. 5, 2019 Amendment No. 1
Page 3 of 8
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed
this Amendment effective as of the date first above written.
CITY OF PALO ALTO
_______________________________________
City Manager
APPROVED AS TO FORM:
_______________________________________
City Attorney or designee
CONSULTANT:
PROFESSIONAL ACCOUNT
MANAGEMENT, LLC.
Officer 1
By:
Name:
Title:
Officer 2
By:
Name:
Title:
Attachments:
EXHIBIT “C”: COMPENSATION
EXHIBIT “C-1”: SCHEDULE OF RATES
DocuSign Envelope ID: AF3018EF-B260-4050-A12D-343BFEBCA8A5
Tim Wendler
President and CEO
General Counsel and Secretary
Gregg Bott
City of Palo Alto Contract No. C19171363
v. Aug. 5, 2019 Amendment No. 1
Page 4 of 8
EXHIBIT “C”
COMPENSATION
(AS AMENDED BY AMENDMENT NO. 1)
The CITY agrees to compensate the CONSULTANT for professional services performed in
accordance with the terms and conditions of this Agreement, based on the rates in Exhibit
C-1. The budget schedule below is an estimate of the amounts to be paid by year,
however, the amount paid in any given year may vary, depending on the number of
permits and citations processed.
BUDGET SCHEDULE ESTIMATED AMOUNT
Year 1 $99,000.00
Year 2 $249,500.00
Year 3 $139,500.00
Year 4 $139,500.00
Year 5 $139,500.00
Sub-total Basic Services $767,000.00
Reimbursable Expenses $0.00
Total Basic Services and Reimbursable expenses $767,000.00
Maximum Total Compensation $767,000.00
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing,
photocopying, in-house printing, insurance and other ordinary business expenses are included
within the scope of payment for services and are not reimbursable expenses. CITY shall
reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which
CONSULTANT shall be reimbursed are: NONE
All requests for payment of expenses shall be accompanied by appropriate backup
information. Any expense 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.
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City of Palo Alto Contract No. C19171363
v. Aug. 5, 2019 Amendment No. 1
Page 5 of 8
EXHIBIT “C-1”
SCHEDULE OF RATES
(AS ADDED BY AMENDMENT NO. 1)
CONSULTANT shall be paid per unit for processing services for the comprehensive permit and
citation managements system. Table 1 below includes the payment rates per unit for the program
including pre- defined pricing for implementation and management of the program. Table 3 below
contains the costs for LPR hardware and software. The compensation tables shall remain fixed for
term of the Agreement.
Table Set 1 Compensation Terms
Permit Management System Pricing
Item
Per Unit
Estimated Annual
Expense*
Per-permit fee $1.00 $10,500.00
Per-renewal letter fee (sent by mail) $0.65 $3,412.50
Per-renewal letter fee (sent by email) $0.00 $0.00
Per-software license fee $0.00 $0.00
Per-permit convenience fee (for web/IVR purchases)
$1.00
charged to
customer
Permits Solution subtotal $2.65 $13,912.50
Estimated cost per month $1,159.38
Optional service
Item
Per Unit
Estimated Annual
Expense*
Per-permit fulfillment fee** $4.00 $42,000.00
Permit Solutions subtotal + Optional service subtotal $55,912.50
Estimated cost per month $4,659.38
*Estimate based on assumption of 10,500 permits issued and 50% of renewal letters are sent
by mail. Actual expense may be more or less than this estimate, depending on the actual
number of permits issued.
**If requested by City, Consultant shall provide this service which includes Consultant: (1) scanning
and indexing all paper applications, (2) reviewing and approving scanned applications based on City
rules, and (3) reviewing and approving online applications based on City rules.
Citation Management System Pricing
Seven (7) handheld enforcement devices
Item
Per Unit
Est. Annual
Expense
Per-citation fee (electronic or manual) $1.99 $21,492.00*
Per-citation notice fee *Assume 75% $0.65 $5,265.00
DocuSign Envelope ID: AF3018EF-B260-4050-A12D-343BFEBCA8A5
City of Palo Alto Contract No. C19171363
v. Aug. 5, 2019 Amendment No. 1
Page 6 of 8
* Estimate based on assumption of 10,800 citations issued. Other estimates in this column are
based on other assumptions, some of which may be noted.
Convenience fee for citation payment
$1.00
charged to
customer
Per plate fee for out-of-state lookups (per plate) $0.98 $558.60
% of collections for secondary collection (non-FTB) efforts
25% of
amount
collected
$24,825.00
FTB collections *Assumes 4% or approx. $54K
15% of
amount
collected
$8,100.00
Per-software license fee $0.00 $0.00
Handheld citation stock (per citation) $0.09615 $1,017.65
Manual citation stock (per citation) $0.20 $43.20
Per handheld device (lease per month) $65.00 $5,460.00
Handhelds data plan *Assume $60.00 per month per handheld $60.00 $5,040.00
Citation Solution subtotal $71,801.45
Estimated cost per month $5,983.45
DocuSign Envelope ID: AF3018EF-B260-4050-A12D-343BFEBCA8A5
City of Palo Alto Contract No. C19171363
v. Aug. 5, 2019 Amendment No. 1
Page 7 of 8
Compensation Schedule (Estimated)
Table 2 below includes the estimated annual payment compensation schedule for the program,
based on assumed numbers of permits and citations issued, equipment utilized and other
services provided. These are estimates only.
Table 2 Compensation Schedule
Est.
Mont
hly
(roun
d ed
to
neare
t
2019 2020 2021 2022 2023
Month
s
Annual
Cost
Mont
hs
Annual
Cost
Mont
hs
Annual
Cost
Mont
hs
Annual
Cost
Mont
hs
Annual
Cost
Permit $5,00 9 $45,0 12 $60,0 12 $60,0 12 $60,0 12 $60,0
Manage 0 00 00 00 00 00
ment
Citation $6,00 9 $54,0 12 $72,0 12 $72,0 12 $72,0 12 $72,0
Manage 0 00 00 00 00 00
ment
Annual $11,0 9 $99,0 12 $132, 12 $132, 12 $132, 12 $132,
Cost 00 00 000 000 000 000
Estimate
Total Cost Estimates $99,0
00
$231,000 $363,000 $495,000 $627,000
DocuSign Envelope ID: AF3018EF-B260-4050-A12D-343BFEBCA8A5
City of Palo Alto Contract No. C19171363
v. Aug. 5, 2019 Amendment No. 1
Page 8 of 8
Added by Amendment 1
Table 3: LPR Hardware and Software
LPR Hardware and Software
Item
Per Unit
Total
Per-LPR (based on 2 units)** $55,000.00 $110,000.00
Item
Per Unit
Est. Annual
Expense
Per-LPR Annual Fees: 5-year extended warranty purchase with
Advance Replacement coverage (based on 2 units)
$3,750.00 $7,500.00
LPR Solution subtotal (Year 1) $117,500.00
LPR Solution subtotal (Year 2) $7,500.00
LPR Solution subtotal (Year 3) $7,500.00
LPR Solution subtotal (Year 4) $7,500.00
LPR Solution subtotal (Year 5) $7,500.00
TOTAL $140,000.00
**Genetec AutoVU LPR System(s)
• AutoVu SharpX dual base KIT includes main processing unit, brackets, wiring, navigator kit w/GPS, high
resolution LPR units and in-vehicle license
• Genetec Security Center Base Package-Version 5.5 which includes: 1 directory, 5 security desk client
connections, Plan Manager Basic for 3 maps and 30 entities, alarm management, advanced reporting,
system partitioning, zone monitoring, email support, and macros support
• Mapping license including data for North America-per vehicle license
• Panasonic Toughbook CF520 complete kit; mounting hardware, docking station, and vehicle power
adapter
• AutoVu Mobile City with wheel imaging system onsite turn-key installation for each vehicle
• Permit zone configuration services for AutoVu Mobile City (ex. zone, editor, mapping, custom
enforcement rules)
• All-inclusive installation services
• 5-year extended warranty purchase with Advance Replacement Coverage
• Duncan AutoPROCESS list integration, including ongoing maintenance and support
DocuSign Envelope ID: AF3018EF-B260-4050-A12D-343BFEBCA8A5
ATTACHMENT C
Surveillance Use Policy for AUTOMATED License Plate Recognition (ALPR) Technology
for City Parking including on-street, garages and lots
In accordance with Palo Alto Municipal Code Section PAMC 2.30.680(d), the Surveillance Use
Policy for the use of LPR technology for parking enforcement and ongoing parking management
analysis is as follows.
1. Intended purpose of technology. The intended purposes of the ALPR technology are to
manage and provide data analysis of City Parking trends, including on-street, garage and lot
usage, to calculate occupancy and utilization, identify vehicles in violation of parking laws
and regulations, and to assist with citation issuance.
2. Authorized uses of the information. The information collected by the Parking Guidance
System and ALPR technology will be used only for the purposes identified in Section 1
above. All images of License Plates gathered by the ALPR are for only utilized by citations.
Transformed and anonymized parking space utilization is non -sensitive.
3. Information collected by the technology. The ALPR technology system will capture context
images of vehicles with visible license plates and record each license plate number
captured, along with a date/time stamp and latitude/longitude .
4. Safeguards and Compliance Features. The safeguards that protect information from
unauthorized access include encryption, access-control, and access oversight mechanisms,
as applicable.
All ALPR data downloaded to City and/or vendor equipment and in storage shall be
accessible only through a login/password-protected system capable of documenting all
access of information by name, date and time (as required per Civil Code § 1798.90.52).
Staff and/or contractors & vendors approved to access ALPR data will be permitted to
access the data for City Office of Transportation purposes only (as approved by the Chief
Transportation Official), such as when the data relates to the investigation of a parking
violation. Authorized personnel will include Office of Transportation and Administrative
Services Department staff, Serco enforcement personnel, and Genetec and Duncan support
staff.
The following compliance procedures are in accordance with and accepted by the City’s
documented Business Impact Assessment (BIA) and Vendor Information Security
Assessment (VISA) evaluation and approval processes for technology vendor contracts (see
End Notes below for more information). The BIA and VISA processes enable staff to
understand and assess vendors' security practices, previous data breaches, compliance with
industry standards, and disaster preparedness. The process documents vendor policies
regarding protected information, security, and privacy compliance, password algorithm,
encryption scheme, log monitoring processes, system and application security processes,
ATTACHMENT C
hiring with criminal background verification confirmation, physical security landscape, and
other details.
As a complete, hosted, and turnkey solution by Duncan, no sensitive data will be stored or
accessed on City Datacenter Servers. Staff and contractors accessing ALPR data will utilize
physical access controls, computer application permission controls, and other technological,
administrative, procedural, operational, and personnel security measures to record who has
accessed ALPR data, the time and date of access, and reason for access, to protect the data
from unauthorized access, destruction, use, modification or disclosure.
Duncan Solution ALPR Technology Overview
5. Information retention. The time period for which data collected by the ALPR technology
devices will be routinely retained or stored is based on the following schedule:
• License Plate images and numbers collected, but not cited: 96 hours maximum to
determine whether a violation occurred. All others will be automatically deleted.
• License Plate images and numbers collected and attached to issued parking citation
files: Retained for 5 years in compliance with statistical Universal Crime Reporting
requirements (City Records Retention Schedule).
6. Access to information outside City. License Plate data shall be used only by the City and
authorized vendors for parking enforcement and data collection purposes. Unauthorized
entities will not have access to the information. Parking occupancy and availability data, and
related data associated with parking management efforts and analysis, will be made
available to the public. The publicly available data will never include specific license plate
numbers.
7. Description of Compliance Procedures. A description of compliance procedures, including
functions and roles of city officials, internal recordkeeping, measures to monitor for errors
or misuse, and corrective procedures that may apply.
ALPR system audits will be conducted on a regular, annual basis. All authorized personnel
will receive training on the proper handling of personal information which includes ALPR
ATTACHMENT C
data. The training addresses appropriate handling and transmission procedures, as well as
consequences of an ALPR data security breach. City of Palo Alto contractors are required to
provide similar training to their employees who access ALPR data.
All License Plate Images attached to citations will follow the requirements of City Records
Retention requirements for citations, kept for the Current Year collected plus 5 years, in
accordance with Universal Crime Reporting statistic requirements; originals are sent to the
Department of Justice and the Bureau of Investigation.
End Notes:
Scope of BIA: The Business Impact Assessment (BIA) assess impact Confidentiality, Integrity and
availability of data within the scope of the project in conjunction with data loss scenarios and
degree of impact (high, medium or low); with regard to:
a. Confidentiality Impact Assessment: What are the negative impacts/consequences of
unauthorized or unintended disclosure of Information? (i.e. Loss of confidentiality)
b. Integrity Impact Assessment: What are the negative impacts/consequences of
unintended errors or deliberate, unauthorized changes to information? (i.e. loss of
integrity)
c. Availability Impact Assessment: What are the negative impacts/ consequences of
prolonged outage of the system or application? (i.e. loss of availability)
Scope of VISA: The scope of Vendor Information Security Assessment (VISA) is to assess vendor
IT environment of the Cloud Service Provider (the Vendor), which intends to provide to the City
of Palo Alto (the City) any or all of the following services: Software as a Service (SaaS); Platform
as a Service (PaaS); and Infrastructure as a Service (IaaS). The VISA assess whether SaaS, PaaS
and IaaS service providers database applications, computer network infrastructure and
computer hardware and software platforms can be safely hosted by the Vendor and made
available to the City via interconnected in a network, typically the Internet.
City of Palo Alto (ID # 11783)
City Council Staff Report
Report Type: Information Reports Meeting Date: 2/22/2021
City of Palo Alto Page 1
Summary Title: Investment Activity Report
Title: City of Palo Alto Investment Activity Report for the Second Quarter,
Fiscal Year 2021
From: City Manager
Lead Department: Administrative Services
Background
The City’s investment policy requires that staff report to Council quarterly on the City’s
portfolio composition and performance compared to the Council -adopted policy; discuss
overall compliance with the City’s Investment Policy; and provide recommendations, if any, for
policy changes. In addition, staff provides a detailed list of all securities and report on the City’s
ability to meet expenditure requirements over the next six months. This report is to inform
Council of the City’s investment portfolio performance as of the second quarter ending
December 31, 2020 and to disclose staff’s cash flow projections for the next six months.
Discussion
The City’s investment portfolio is summarized in Graph 1 and detailed in the Investments by
Fund Report (Attachment B). The Investments by Fund Report groups th e portfolio’s securities
by investment type and includes details of the investment issuer, date of maturity, current
market value, the book and face (par) value, and the weighted average maturity of each type of
investment and of the entire portfolio.
City of Palo Alto Page 2
Due to rounding, the above graph’s percentage total is greater than 100 percent.
The par value of the City’s portfolio is $532.1 million; in comparison, last quarter it was $536.8
million. The $4.7 million portfolio decline since the last quarter results from timing of cash
flows, a large low-income housing payment, and impacts of COVID-19 reducing the monthly
receipts for various revenues.
Compared to the same quarter of last year, cash receipts are down by $13.3 million or 9.4
percent and cash disbursements are up by $1.2 million or 0.9 percent with the net cash receipt
being down by $14.5 million. If the $18.8 million payment for the Wilton Court 59-unit low-
income housing development is excluded, disbursement have gone down by $17.6 million. Also,
without the Wilton Court payment, the portfolio would have increased by $14.1 million.
The portfolio consists of $53.2 million in liquid accounts and $478.9 million in various
investment types as detailed in the following Table 1. The investment policy requires that at
least $50 million be maintained in securities maturing in less than two years. The portfolio
includes $135.2 million in investments maturing in less than two years, comprising 25.4 percent
of the City’s investment portfolio. In addition, the Investment Policy allows up to 30 percent of
the portfolio to be invested in securities with maturities beyond five years; actual at the end of
the second quarter is 27.4 percent of the portfolio.
City of Palo Alto Page 3
Table 1:
Up to 1
Year
1 to 2
Years
2 to 3
Years
3 to 5
Years
Over
5 Years
Portfolio
Total *
% of
Portfolio
U.S. Treasury -$ 4.5$ 6.0$ -$ -$ 10.5$ 2.0%
U.S. Agency Bonds 27.2 34.0 21.9 73.1 78.3 234.5 44.1%
U.S. Municipal/ State Bonds 26.9 14.7 15.5 35.8 65.4 158.3 29.9%
Negotiable Certificates of Deposits (NCD)6.6 11.9 6.1 11.3 2.2 38.1 7.2%
U.S. Corporate Bonds 7.0 0.9 0.6 14.7 - 23.2 4.4%
Supranational Organizations Bonds - 1.5 2.5 10.3 - 14.3 2.7%
Liquid Accounts (LAIF & Fidelity)53.2 - - - - 53.2 10.0%
Grand Total 120.9$ 67.5$ 52.6$ 145.2$ 145.9$ 532.1$ 100%
% of Portfolio 22.7%12.7%9.9%27.3%27.4%100.0%
* $27.9 million or 5.2 percent are in investments that support Environmental, Social, and Governace (ESG) Activities
(aka "Green" and Supranational Bonds)
Maturities - Par Value (millions)
Investment Type
The current market value of the portfolio is 102.8 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 3.90 years compared to 3.57 years last quarter.
Investments Made During the Second Quarter
During the second quarter, $36.5 million of securities with an average yield of 2.1 percent
matured. During the same period, per the following Table 2, securities totaling $53.6 million
with an average yield of 1.0 percent were purchased. The expectation is interest rates and the
City’s portfolio’s average yield will decline. The City’s short-term money market and pool
account decreased by $21.8 million compared to the first quarter of Fiscal Year 2020. Staff
continually monitors the City’s short-term cash flow needs and adjusts liquid funds to meet
them.
City of Palo Alto Page 4
Table 2:
Up to 1
Year
1 to 2
Years
2 to 3
Years
3 to 5
Years
Over
5 Years
Portfolio
Total *
% of
Purchase
U.S. Agency Bonds -$ -$ -$ 12.3$ 30.2$ 42.5$ 79.3%
Negotiable Certificates of Deposits (NCD)- - - 2.0 1.7 3.7 6.9%
U.S. Corporate Bonds - - - 4.9 - 4.9 9.1%
Supranational Organizations Bonds - - - 2.5 - 2.5 4.7%
Grand Total -$ -$ -$ 21.7$ 31.9$ 53.6$ 100%
% of Purchase 0.0%0.0%0.0%40.5%59.6%100.1%
Investment Type
2021 Q2 Security Purchases - Par Value (millions)
Availability of Funds for the Next Six Months
Normally, the flow of revenues from the City’s utility billings and General Fund sources is
enough to provide funds for ongoing expenditures in those respective funds. Projections
indicate receipts will be $265.1 million and expenditures will be $246.5 million over the next six
months, indicating an overall growth in the portfolio of $18.6 million.
As of December 31, 2020, the City had $53.2 million deposited in the Local Agency Investment
Fund (LAIF) and a money market account that could be withdrawn on a daily basis. In addition,
investments totaling $24.0 million will mature between January 1, 2021 and June 30, 2021.
Based on the above and staff’s revenue and expenditure forecast for the next six months, staff
is confident that the City will have sufficient funds or liquidity to meet expenditure
requirements for the next six months.
Compliance with City Investment Policy
During the second quarter, staff complied with all aspects of the investment policy. Attachment
C lists the major restrictions in the City’s investment policy compared with the portfolio’s actual
performance.
Investment Yields
Interest income on an accrual basis for the second quarter was $2.4 million. As of December
31, 2020, the yield to maturity of the City’s portfolio was 1.78 p ercent. In the second quarter,
LAIF’s average yield was 0.58 percent while the average yield on the two-year and five-year
Treasury bonds was approximately 0.15 percent and 0.37 percent, respectively. The declining
interest rate is expected to continue the decrease in the portfolio’s yields. Historically, the City’s
portfolio yield has outperformed the two-year and five-year Treasury bond rates and did so
again starting under two years ago; this is an expected occurrence during economic downturns.
As the City’s laddered portfolio investments mature in the next year or two, funds are expected
to be reinvested, mostly in lower yielding securities compared to the yield on the matured
investments. Graph 2 shows the City’s yields and interest earnings for the p ast 19+ years.
City of Palo Alto Page 5
5.79%
4.19%City of Palo Alto
4.41%
2.91%
1.93%
1.78%
2 Yr. Treasury
0.15%
5-Yr. Treasury
0.37%
LAIF
0.58%
$0.0
$0.5
$1.0
$1.5
$2.0
$2.5
$3.0
$3.5
$4.0
$4.5
$5.0
0%
1%
2%
3%
4%
5%
6%
Int. Earnings
(Millions)Yields
Fiscal Year Quarters
Graph 2: Yields and Interest Earnings
City’s portfolio duration is 3.90 years.
Yield Trends
The Federal Open Market Committee (FOMC), at its December 2020 meeting, held the federal
funds rate near zero (0 percent to 0.25 percent) and expects to leave rates unchanged for the
next three years (or until 2023). This isn’t unprecedent since after the 2008 crisis FOMC left
rates near zero for about seven years. Also, FOMC reiterated COVID-19 pandemic “is causing
tremendous human and economic hardship”. The expectation is there will be negative impacts
to economic activity, employment, and inflation in the short-term and pose a risk over the
medium term. The FOMC stated the economic path “will depend significantly on the course of
the virus”. The FOMC also made commitment to take actions that will “help foster” the smooth
functioning of markets and support flow to credit to households and businesses.
In March 2020, FOMC did its first emergency and unscheduled federal fund rate cut, since 2008,
by 0.50 percent (aka 50 basis points) then again two weeks later by 0.75 percent to 0.25
percent. The below Table 3 shows this and past such rate cuts. In addition, the FOMC put
trillions of dollars into the financial system through bond purchases and launched numerous
emergency lending facilities to keep businesses afloat which they continue to do.
City of Palo Alto Page 6
1 Jan. 2001 0.50% Dotcom Bubble
2 Apr. 2001 0.50% Weak Economy
3 Sept. 2001 0.50% 9/11 Terrorist Attack
4 Aug. 2007 0.75% Housing Bubble
5 Jan. 2008 0.50% Stock Market Crash
6 Oct. 2008 0.50% Lehman Collapse
7 Mar. 3, 2020 0.50% Coronavirus Pandemic
8 Mar. 15, 2020 0.75% Coronavirus Pandemic
Source: Piper Sandler and Federal Reserve
Funds Held by the City or Managed Under Contract
Attachment A is a consolidated report of all City investment funds, including those not held
directly in the investment portfolio. These include cash in the City’s regular bank account with
US Bank and Wells Fargo. A description of the City’s banking relationships can be found in City
Council Staff Report ID # 7858 and ID # 11402. The bond proceeds, reserves, and debt service
payments being held by the City’s fiscal agents are subje ct to the requirements of the
underlying debt indenture. The trustees for the bond funds are U.S. Bank and California Asset
Management Program (CAMP). Bond funds with U.S. Bank are invested in federal agency and
money market mutual funds that consist exclusively of U.S. Treasury securities. Bond funds in
CAMP are invested in banker’s acceptance notes, certificates of deposit, commercial paper,
federal agency securities, and repurchase agreements. The most recent data on funds held by
the fiscal agent is as of December 31, 2020.
In January 2017, the City established a Section 115 Irrevocable Trust (Public Agencies Post -
Employment Benefits Trust) administered by Public Agency Retirement Services (PARS). This
fund is not governed by the City’s Investment Policy; however, it is discussed in this report for
administrative ease. It is the City’s intent to prefund pension costs and began to address the
Net Pension Liabilities (NPL) as calculated by Governmental Accounting Standards Board
Pronouncement No. 68 (GASB 68). The Section 115 Trust offered by PARS has five portfolios
from which to choose in making investments of City funds. The City has selected the
“Moderately Conservative” portfolio which is the second most conservative. Additional
information on this trust can be found in City Council Staff Report ID # 7553. Through
December 31, 2020, principal investment contributions of $28.5 million have grown to $32.2
million and the net return for one and three year has been 9.43 percent and 6.27 percent.
Fiscal Impact
This is an information report.
Environmental Review
This information report is not a project under the California Environmental Quality Act;
therefore, an environmental review is not required.
Attachments:
•Attachment A Consolidated Report of Cash Management
Table 3: Emergency FOMC Rate Cuts (2001-2020)
# Date Size of Cut Event
City of Palo Alto Page 7
• Attachment B Investment Portfolio
• Attachment C Investment Policy Compliance
Book Value Market Value
City Investment Portfolio (see Attachment B)538,787,464$ 553,790,563$
Other Funds Held by the City
Cash with Wells Fargo Bank 384,132 384,132
(includes general and imprest accounts)
Cash with US Bank 1,403,756 1,403,756
(includes general and imprest accounts)
Petty/Working Cash 12,478 12,478
Total - Other Funds Held By City 1,800,366 1,800,366
Funds Under Management of Third Party Trustees *
Debt Service Proceeds
US Bank Trust Services **
2009 Water Revenue Bonds (Build America Bonds)
Debt Service and Reserve Funds 2,566,462 2,566,462
2010 General Obligation (Library) Bond
Debt Service and Escrow Funds 3,028,383 3,028,383
2011 Utility Revenue Refunding Bonds
Debt Service and Reserve Funds 1,336,682 1,336,682
2012 University Ave. Parking Refunding Bonds
Reserve and Escrow Funds 1,759,107 1,759,107
2018 Capital Improvement (Golf Course & 2002B COP Refinance)
(Taxable- Green Bond) Certificates of Participation
Debt Service and Cost of Issuance Funds 17,995 17,995
2019 California Avenue Parking Garage Certificates of Participation
(Tax-Exempt and Taxable Bonds)
Construction and Cost of Issuance Funds 581,560 581,560
California Asset Management Program (CAMP) ***
2012 University Ave. Parking Refunding Bonds
Reserve Fund 2,704,028 2,704,028
2013 General Obligation (Library) Bond
Reserve Fund 598,454 598,454
Public Agencies Post-Employment Benefits Trust ****
Public Agency Retirement Services (PARS)32,152,082 32,152,082
Total Under Trustee Management 44,744,753 44,744,753
GRAND TOTAL 585,332,583$ 600,335,682$
* 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 f und which invest in bankers acceptance, certificate of deposit,
commercial paper, federal agency securities, and repurchase agreements.
**** PARS investments are in moderately conservative index plus f unds
Attachment A
Second Quarter, Fiscal Year 2020-21
(Unaudited)
Consolidated Report of Cash Management
City of Palo Alto Cash and Investments
City of Palo Alto City of Palo Alto
Administration Svcs. Dept.
250 Hamilton Ave., 4th Floor
Palo Alto, CA 94301
(650)329-2362
December 31, 2020
Fund ALL - Portfolio Listings
Investments by Fund
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket ValueCUSIPInvestment # Issuer
Purchase
Date Book Value
YTM
360
YTM
365
LAIF & Fidelity Cash Accounts
Fidelity Investments158 3,811,524.32SYS158 10.01007/01/2018 3,811,524.32 0.009 0.0103,811,524.32
Local Agency Investment Fund159 49,408,672.42SYS159 10.53007/01/2018 49,520,895.23 0.522 0.53049,408,672.42
Subtotal and Average 53,220,196.74 53,220,196.74 53,332,419.55 0.486 0.493 1
Negotiable Certificates of Deposits
Comenity Capital Bank1959 NCD 245,000.0020033AM86 10/30/2023 1,0323.45010/30/2018 267,716.40 3.404 3.451245,000.00
American Federal Bank1476 NCD 245,000.0002600ADE4 09/30/2022 6372.45009/30/2015 255,108.70 2.418 2.451245,000.00
Allegiance Bank - Texas1844 NCD 245,000.0001748DAW6 09/29/2022 6362.05009/29/2017 253,381.45 2.022 2.051245,000.00
Alpine Bank1525 NCD 245,000.0002082CBG4 08/16/2023 9572.40002/16/2016 245,727.65 2.367 2.400245,000.00
American City Bank1692 NCD 245,000.00025140BC7 03/30/2021 881.45009/30/2016 245,828.10 1.429 1.449245,000.00
American Eagle Bank2124 NCD 249,000.0002554BCN9 05/23/2022 5072.10009/27/2019 256,041.72 1.869 1.895249,689.19
American National Bank1766 NCD 245,000.0002772JAC4 08/04/2021 2152.05004/04/2017 247,927.75 2.023 2.051245,000.00
Aneca Federal Credit Union2298 NCD 249,000.00034577AN6 03/20/2025 1,5391.10003/20/2020 256,975.47 1.085 1.100249,000.00
American State Bank OSCE1805 NCD 245,000.00029733BX9 05/30/2024 1,2452.30005/30/2017 262,250.45 2.270 2.301245,000.00
American Express Centurion Bk1986 NCD 245,000.0002589AA28 12/04/2023 1,0673.55012/04/2018 269,115.35 3.501 3.550245,000.00
Banner Capital Bank2453 NCD 249,000.0006654HAA6 11/28/2025 1,7920.45011/27/2020 248,860.56 0.493 0.500248,389.43
Bankers Bank1776 NCD 245,000.0006610RAM1 04/19/2021 1081.90004/19/2017 246,376.90 1.875 1.901245,000.00
Bank of Wisconsin Dells2455 NCD 249,000.00065847EH4 07/28/2025 1,6691.05011/23/2020 256,340.52 0.542 0.549254,618.98
Texas Exchange Bank2346 NCD 249,000.0088241THJ2 06/13/2025 1,6241.00006/02/2020 249,209.16 0.986 1.000249,000.00
Bank West1472 NCD 245,000.00063615AX6 09/16/2022 6232.25009/16/2015 254,052.75 2.220 2.251245,000.00
Apex Bank1693 NCD 245,000.0003753XAN0 09/30/2022 6371.70009/30/2016 251,894.30 1.676 1.700245,000.00
Century Next Bank2074 NCD 245,000.00156634AY3 08/30/2024 1,3371.70008/30/2019 257,882.10 1.678 1.701245,000.00
BMW Bank of North America2448 NCD 249,000.0005580AXU3 11/20/2025 1,7840.50011/20/2020 249,520.41 0.493 0.500249,000.00
Beneficial Bank1680 NCD 245,000.0008173QBR6 09/13/2021 2551.50009/12/2016 247,450.00 1.479 1.500245,000.00
BankFirst1767 NCD 245,000.0006644QAA9 04/13/2022 4672.00004/13/2017 251,078.45 1.973 2.001245,000.00
Balboa Thrift & Loan1984 NCD 245,000.0005765LAW7 11/30/2022 6983.25011/30/2018 259,785.75 3.207 3.252245,000.00
Business Bank1531 NCD 245,000.0012325EHA3 02/10/2021 401.55002/10/2016 245,406.70 1.530 1.551245,000.00
Citigroup1950 NCD 245,000.0017312QJ67 04/22/2023 8413.00004/24/2018 261,268.00245,000.00
Encore Bank2343 NCD 249,000.0029260MBH7 05/21/2027 2,3311.15005/21/2020 257,615.40 1.134 1.150249,000.00
Commercial Bank - Alma1772 NCD 245,000.00201282HM5 04/21/2022 4752.05004/21/2017 251,340.60 2.023 2.051245,000.00
CBC National Bank1571 NCD 245,000.0012480LDV6 04/15/2021 1041.50004/15/2016 246,038.80 1.479 1.500245,000.00
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
Attachment B
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 2
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Negotiable Certificates of Deposits
First Carolina Bank2389 NCD 248,000.0031944MBB0 08/20/2025 1,6920.45008/20/2020 248,438.96 0.444 0.450248,000.00
Coastal Cummunity & Tech Credi2204 NCD 245,000.0019043TAD7 01/17/2023 7461.90001/16/2020 253,989.05 1.907 1.934244,833.39
Celtic Bank2063 NCD 245,000.0015118RRH2 08/30/2024 1,3371.85008/30/2019 259,224.70 1.826 1.852245,000.00
Central State Bank1538 NCD 245,000.0015524EAA2 02/16/2022 4111.70002/16/2016 249,522.70 1.678 1.701245,000.00
Central State Bank IOWA2324 NCD 249,000.0015523RCP9 03/27/2025 1,5461.00003/27/2020 255,927.18 1.189 1.206246,891.82
First Iowa State Bank1840 NCD 245,000.00320636AC7 01/31/2022 3951.90007/31/2017 249,892.65 1.876 1.902245,000.00
Choice Bank - Oshkosh WI1884 NCD 245,000.0017037VBT8 12/29/2022 7272.35012/29/2017 255,990.70 2.317 2.350245,000.00
Citizens Deposit Bank1677 NCD 245,000.0017453FBP6 08/24/2021 2351.40008/24/2016 247,254.00 1.380 1.400245,000.00
Citadel Federal Credit Union2267 NCD 245,000.0017286TAG0 02/27/2025 1,5181.65002/27/2020 258,401.50 1.668 1.691244,592.87
Citizens State Bank1541 NCD 250,000.0017670BAQ1 02/17/2023 7771.75002/19/2016 258,720.00 1.727 1.751250,000.00
Commercial Savings Bank1868 NCD 245,000.00202291AD2 10/18/2022 6552.10010/18/2017 253,842.05 2.071 2.100245,000.00
Enerbank USA2215 NCD 245,000.0029278TMR8 01/29/2025 1,4891.80001/29/2020 259,798.00 1.779 1.803245,000.00
City National Bk of Metropolis1791 NCD 245,000.0017801GBQ1 05/16/2022 5002.00005/15/2017 251,499.85 1.972 2.000245,000.00
Capital One Bank USA NA2089 NCD 245,000.0014042TCP0 09/05/2024 1,3431.90009/05/2019 259,680.40 1.873 1.900245,000.00
Community Bank Pasadena1627 NCD 245,000.00203507BA5 06/15/2021 1651.55006/16/2016 246,751.75 1.529 1.550245,000.00
Commuincity Finl Svcs Bank1530 NCD 245,000.0020364ABA2 02/17/2021 471.60002/17/2016 245,494.90 1.579 1.601245,000.00
Commerce State Bank1797 NCD 245,000.0020070PJA6 05/23/2022 5072.00005/22/2017 251,588.05 1.972 2.000245,000.00
Community State Bank, IA1471 NCD 245,000.0020404MAN1 09/12/2022 6192.25009/11/2015 253,996.40 2.224 2.255245,000.00
Crescent Bank & Trust2296 NCD 248,000.00225645DN7 03/20/2025 1,5391.10003/20/2020 255,943.44 1.085 1.100248,000.00
Discover Bank / Delaware1956 NCD 245,000.00254673VJ2 10/24/2023 1,0263.35010/24/2018 266,873.60 3.304 3.350245,000.00
Dollar Bank FSB1756 NCD 245,000.0025665QAV7 03/08/2022 4312.05003/08/2017 250,764.85 2.021 2.050245,000.00
Eagle Bank2040 NCD 245,000.0027002YEL6 04/28/2023 8472.65004/30/2019 259,369.25 2.615 2.651245,000.00
Exchange State Bank2383 NCD 250,000.00301485AM0 03/31/2025 1,5501.00007/08/2020 250,195.00 0.986 1.000250,000.00
Farmer's and Merchants Bank1360 NCD 250,000.00308702BQ1 02/16/2021 462.20008/15/2014 250,687.50 2.169 2.200250,000.00
Flagstar Bank FSB2414 NCD 249,000.0033847E4E4 09/30/2024 1,3680.40009/30/2020 250,212.63 0.394 0.400249,000.00
FirstBank Puerto Rico1768 NCD 245,000.0033767A2C4 04/07/2022 4612.10004/07/2017 251,313.65 2.072 2.101245,000.00
Poppy Bank2285 NCD 249,000.0073319FAF6 03/18/2025 1,5371.10003/18/2020 256,975.47 1.085 1.100249,000.00
First Federal S&L Bank1626 NCD 245,000.0032018YAW8 06/22/2023 9021.80006/22/2016 255,664.85 1.776 1.800245,000.00
1st Financial Bank2390 NCD 248,000.0032022RNT0 08/19/2025 1,6910.45008/19/2020 248,443.92 0.444 0.450248,000.00
First Farmers Bank & Trust2076 NCD 245,000.00320165JK0 09/04/2024 1,3421.75009/04/2019 258,345.15 1.727 1.751245,000.00
First Internet Bank1834 NCD 245,000.0032056GCQ1 07/14/2022 5592.05007/14/2017 252,418.60 2.023 2.051245,000.00
First Eagle National Bank1400 NCD 245,000.0032008JAG8 10/15/2021 2872.45010/17/2014 250,137.65 2.416 2.449245,000.00
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 3
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Negotiable Certificates of Deposits
First Oklahoma Bank2451 NCD 249,000.00335857CK2 11/30/2026 2,1590.65011/30/2020 249,634.95 0.691 0.701248,263.91
Rollstone Bank & Trust2462 NCD 249,000.0077579AEE2 12/30/2027 2,5540.75012/30/2020 249,724.59 0.775 0.786248,377.99
Farmers & Merchant Bank1735 NCD 245,000.0030781TBD9 01/18/2022 3822.05001/18/2017 250,118.05 2.021 2.050245,000.00
First National Bank of America2465 NCD 249,000.0032110YRQ0 12/31/2026 2,1900.60012/31/2020 250,028.37 0.625 0.633248,502.23
FNB Bank Inc.1863 NCD 245,000.00330459CB2 10/13/2023 1,0152.25010/13/2017 259,173.25 2.220 2.251245,000.00
The FNB of Mcgregor1480 NCD 245,000.0032112UBW0 09/30/2021 2722.00010/01/2015 248,596.60 1.972 1.999245,000.00
First Premier Bank1255 NCD 245,000.0033610RNX7 03/08/2021 662.50003/07/2014 246,117.20 2.465 2.500245,000.00
Franklin Synergy Bank1771 NCD 103,000.0035471TCV2 01/31/2022 3952.00004/04/2017 105,168.15 1.972 1.999103,000.00
Farmer's & Merchant's SVG Bank1551 NCD 245,000.00308863AH2 02/26/2021 561.55002/29/2016 245,735.00 1.528 1.550245,000.00
First Neighbor Bank, NA1469 NCD 245,000.0033581VAF6 09/03/2021 2452.40009/03/2015 249,052.30 2.367 2.400245,000.00
First Northeast Bank1779 NCD 245,000.0033583FAA0 10/19/2022 6562.10004/19/2017 253,856.75 2.072 2.101245,000.00
First State Bank - Dequeen1824 NCD 245,000.00336460CH1 04/29/2022 4832.00006/30/2017 251,296.50 1.973 2.000245,000.00
First Technology Federal Credi1955 NCD 245,000.0033715LCM0 10/17/2023 1,0193.40010/17/2018 267,084.30 3.355 3.401245,000.00
Firstier Bank2061 NCD 245,000.0033766LAJ7 08/23/2024 1,3301.95008/23/2019 260,047.90 1.925 1.952245,000.00
First Kentucky Bank1856 NCD 245,000.0032065TAW1 10/06/2022 6432.10010/06/2017 253,687.70 2.072 2.101245,000.00
First Western Bank & Trust1770 NCD 245,000.0033749VAM0 04/07/2022 4612.00004/07/2017 251,002.50 1.973 2.001245,000.00
GE Capital Bank1262 NCD 245,000.0036157PXV6 03/22/2021 802.65003/21/2014 246,433.25 2.613 2.650245,000.00
Gesa Credit Union2456 NCD 249,000.0037424PAC8 11/30/2027 2,5240.80011/30/2020 250,802.76 0.825 0.836248,385.29
Ally Bank1882 NCD 245,000.0002007GAF0 01/04/2021 32.25001/04/2018 245,058.80 2.219 2.250245,000.00
Great Plains Bank1865 NCD 245,000.0039115UBB8 07/25/2022 5702.00010/25/2017 252,369.60 1.972 2.000245,000.00
Grant County Bank West V.2042 NCD 245,000.00387625AA4 05/08/2024 1,2232.55005/08/2019 264,034.05 2.513 2.548245,000.00
Goldman Sachs Bank USA / NY1951 NCD 245,000.0038148PJ81 05/09/2023 8583.15005/09/2018 262,404.80 3.106 3.150245,000.00
Haddon Savings Bank2447 NCD 207,000.00404730DA8 10/20/2025 1,7530.35011/16/2020 206,099.55 0.527 0.535205,184.64
Bank Hapoalim BM2457 NCD 249,000.0006251A2Q2 12/15/2025 1,8090.50012/14/2020 249,375.99 0.543 0.550248,383.63
Investors Community Bank1765 NCD 245,000.0046147USQ4 09/23/2022 6302.20003/24/2017 253,954.75 2.172 2.202245,000.00
Industrial & Com Bk of China1773 NCD 245,000.0045581EAC5 04/12/2022 4662.15004/12/2017 251,539.05 2.121 2.151245,000.00
Inst. for Sav in Newburyport1455 NCD 245,000.0045780PAN5 07/30/2021 2102.30007/31/2015 248,461.85 2.269 2.301245,000.00
Jonesboro State Bank2452 NCD 249,000.0048040PJL0 11/26/2027 2,5200.75011/27/2020 249,283.86 0.790 0.801248,140.44
JP Morgan Chase BAnk NA2218 NCD 245,000.0048128LD48 01/31/2030 3,3172.50001/31/2020 245,448.35 2.465 2.500245,000.00
Kansas State Bank Manhattan1798 NCD 245,000.0050116CAX7 05/31/2024 1,2462.50005/31/2017 263,918.90 2.465 2.500245,000.00
Keesler Federal Credit Union2027 NCD 245,000.0049254FAP1 08/30/2021 2413.05002/28/2019 249,914.70 3.008 3.050245,000.00
Knox TVA Empl Credit Union2140 NCD 248,000.00499724AF9 10/31/2023 1,0333.35010/24/2019 270,290.24 2.210 2.241255,434.22
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 4
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Negotiable Certificates of Deposits
Lakeside Bank1686 NCD 245,000.0051210SLR6 09/18/2023 9901.80009/16/2016 245,913.85 1.775 1.800245,000.00
Legacy Bank & Trust Company2469 NCD 249,000.0052470QAN4 12/21/2028 2,9110.85012/30/2020 249,953.67 0.889 0.901248,004.68
Legends Bank1533 NCD 245,000.0052465JGM3 02/11/2022 4061.70002/12/2016 251,308.75 1.678 1.701245,000.00
Live Oak Banking Company1671 NCD 245,000.00538036CH5 08/19/2021 2301.40008/19/2016 247,212.35 1.381 1.400245,000.00
Luana Savings Bank1367 NCD 245,000.00549103QA0 09/07/2021 2492.25009/05/2014 248,697.05 2.219 2.250245,000.00
Bank Leumi USA NY2335 NCD 249,000.00063248KR8 03/31/2023 8191.45003/31/2020 256,422.69 1.430 1.449249,000.00
Malaga Bank FSB2402 NCD 249,000.0056102AAQ9 06/30/2025 1,6410.40008/31/2020 249,151.89 0.394 0.400249,000.00
Marathon Savings Bank1818 NCD 245,000.0056585YAA8 06/28/2022 5432.05006/28/2017 252,212.80 2.023 2.051245,000.00
MB Financial Bank NA1730 NCD 245,000.0055266CUF1 01/13/2022 3772.10001/13/2017 250,179.30 2.072 2.101245,000.00
Mercantile Bank of Michigan1793 NCD 245,000.0058740XZF0 05/12/2022 4962.10005/12/2017 251,781.60 2.071 2.100245,000.00
Mechanics Coop Bank1803 NCD 245,000.00583626AC0 05/26/2022 5102.05005/26/2017 251,796.30 2.023 2.051245,000.00
Medallion Bank - Salt Lake2010 NCD 245,000.0058404DDB4 01/03/2024 1,0973.30001/10/2019 267,870.75 3.254 3.299245,000.00
Landmark Community Bank2123 NCD 249,000.0051507LBU7 06/27/2022 5422.35009/27/2019 257,431.14 1.868 1.894250,639.93
Merchants State Bank2059 NCD 245,000.00589227AG2 08/30/2024 1,3371.80008/30/2019 258,756.75 1.775 1.800245,000.00
Merchants National Bank OH1534 NCD 245,000.00588806AV1 02/17/2022 4121.80002/17/2016 251,213.20 1.776 1.801245,000.00
Mid-Missouri Bank1806 NCD 245,000.0059541KBL0 06/10/2022 5252.05006/12/2017 251,992.30 2.023 2.051245,000.00
Maine Savings Credit Union2144 NCD 245,000.00560507AN5 11/08/2024 1,4071.90011/08/2019 260,207.15 1.875 1.902245,000.00
Mainstreet Bank2038 NCD 245,000.0056065GAG3 04/26/2024 1,2112.60004/26/2019 264,281.50 2.567 2.602245,000.00
Mountain America FD Credit Uni2202 NCD 249,000.0062384RAC0 11/08/2022 6762.30001/08/2020 259,176.63 1.928 1.955250,545.00
Morgan Stanley Bank NA1890 NCD 245,000.0061747MF63 01/11/2023 7402.65001/11/2018 257,646.90 2.613 2.650245,000.00
Morgan Stanley Bank NA1993 NCD 245,000.0061760ASZ3 12/06/2023 1,0693.55012/06/2018 269,157.00 3.501 3.550245,000.00
Municipal Trust and Savings1800 NCD 245,000.00625925AP7 05/02/2024 1,2172.35005/22/2017 262,326.40 2.317 2.349245,000.00
Nebraska State Bank & Trust1466 NCD 245,000.0063969ABL7 08/26/2022 6022.25008/26/2015 255,635.45 2.220 2.251245,000.00
Numerica Credit Union1991 NCD 245,000.0067054NAN3 11/28/2023 1,0613.55011/28/2018 268,975.70 3.503 3.551245,000.00
Oostburg State Bank1532 NCD 245,000.00683430BU5 02/09/2021 391.55002/09/2016 245,543.90 1.530 1.551245,000.00
South Ottumwa Savings Bank1851 NCD 245,000.00839145AA7 09/29/2022 6362.05009/29/2017 253,381.45 2.022 2.051245,000.00
Ottawa Savings Bank1892 NCD 245,000.0068956HAC7 01/19/2023 7482.40001/19/2018 256,522.35 2.368 2.401245,000.00
Pacific Western Bank2420 NCD 249,000.0069506YSA8 09/30/2025 1,7330.45009/30/2020 249,214.14 0.443 0.450249,000.00
Pathfinder Bank2429 NCD 249,000.0070320KAR2 10/14/2025 1,7470.50010/13/2020 249,326.19 0.533 0.540248,523.81
People's Bank2468 NCD 249,000.00710665GD6 12/31/2029 3,2860.90012/30/2020 249,114.54 0.967 0.981247,258.06
Ponce De Leon Federal Bank1795 NCD 245,000.00732333AH2 05/26/2022 5102.10005/26/2017 251,970.25 2.072 2.101245,000.00
Preferred Bank LA California2047 NCD 245,000.00740367HP5 08/16/2024 1,3232.00008/16/2019 260,430.10 1.972 2.000245,000.00
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 5
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Negotiable Certificates of Deposits
Parkside Financial Bank1833 NCD 245,000.0070147ACE2 03/15/2023 8032.10007/19/2017 255,674.65 2.072 2.101245,000.00
Providence Bank1445 NCD 245,000.00743738BQ8 02/25/2022 4202.10002/26/2015 252,372.05 2.072 2.101245,000.00
Rayond James Bank NA2188 NCD 245,000.0075472RAU5 12/30/2024 1,4591.85012/30/2019 260,131.20 1.824 1.850245,000.00
Reliance Savings Bank1636 NCD 245,000.0075950XAD1 06/22/2021 1721.45006/22/2016 246,827.70 1.430 1.450245,000.00
Sallie Mae Bank2102 NCD 245,000.007954504D4 09/18/2024 1,3561.90009/18/2019 259,785.75 1.873 1.900245,000.00
State Bank of Chilton2398 NCD 249,000.0085641PDV9 09/11/2025 1,7140.50009/11/2020 249,129.48 0.573 0.581248,065.09
State Bank of India2403 NCD 249,000.00856285UJ8 09/04/2025 1,7070.50009/04/2020 249,933.75 0.493 0.500249,000.00
Stifel Bank & Trust1953 NCD 245,000.0086063QAK1 05/15/2023 8642.95005/15/2018 261,361.10 2.911 2.951245,000.00
San Francisco Credit Union2297 NCD 249,000.0079772FAF3 03/27/2025 1,5461.10003/27/2020 256,975.47 1.085 1.100249,000.00
Summit Community Bank1888 NCD 245,000.0086604XMN3 01/26/2022 3902.25001/26/2018 250,750.15 2.220 2.251245,000.00
Somerset Trust Company Bank1616 NCD 245,000.00835104BL3 06/12/2023 8921.80006/10/2016 255,559.50 1.776 1.800245,000.00
Bank of New England1704 NCD 245,000.00063847AW7 10/19/2021 2911.50010/19/2016 247,761.15 1.480 1.500245,000.00
Southwest 66 Credit Union Bank2286 NCD 249,000.0084475BAB1 03/24/2025 1,5431.30003/23/2020 249,694.71 1.282 1.300249,000.00
Slovak Savings Bank1872 NCD 245,000.0083158TAA0 10/20/2022 6572.10010/20/2017 253,869.00 2.072 2.101245,000.00
Security Bank1777 NCD 245,000.00814107AQ1 04/19/2022 4732.00004/19/2017 251,156.85 1.973 2.001245,000.00
Southwest Financial Fed. Credi2333 NCD 249,000.0084485EAG2 03/28/2024 1,1821.15003/31/2020 256,539.72 1.134 1.150249,000.00
Texas Bank Henderson2464 NCD 249,000.00882214AA7 12/23/2025 1,8170.45012/23/2020 248,387.46 0.483 0.490248,504.45
Third Federal Savings and Loan2157 NCD 245,000.0088413QCK2 11/25/2024 1,4241.95011/25/2019 260,809.85 1.923 1.950245,000.00
Thomasville Natl Bank1266 NCD 245,000.00884693BJ0 04/12/2021 1012.40004/11/2014 246,808.10 2.367 2.400245,000.00
Crossfirst Bank of Leawood1804 NCD 245,000.0022766ABF1 06/09/2023 8892.15006/09/2017 257,007.45 2.121 2.151245,000.00
Traverse City State Bank1820 NCD 245,000.00894333FF5 06/28/2022 5432.00006/28/2017 252,041.30 1.972 2.000245,000.00
UBS Bank USA1815 NCD 250,000.0090348JBR0 01/20/2022 3842.25006/15/2017 255,777.50 2.219 2.249250,000.00
United Community Bank GA1749 NCD 245,000.0090984P5A9 03/01/2022 4242.05003/01/2017 250,671.75 2.021 2.050245,000.00
Uinta Bank1639 NCD 245,000.00903572BC8 12/26/2023 1,0891.70006/24/2016 257,945.80 1.676 1.700245,000.00
Unity Bank1529 NCD 245,000.0091330ABF3 02/26/2021 561.60002/26/2016 245,786.45 1.579 1.601245,000.00
USAlliance Federal Credit Unio2325 NCD 249,000.0090352RAU9 03/31/2025 1,5501.15003/31/2020 258,026.25 1.154 1.170248,788.64
Vystar Credit Union2136 NCD 245,000.0092891CCE0 12/11/2023 1,0743.65010/18/2019 269,970.40 2.170 2.200254,986.78
Washington Federal2049 NCD 245,000.00938828BJ8 08/23/2024 1,3302.05008/23/2019 260,937.25 2.024 2.052245,000.00
Western State Bank2342 NCD 248,000.0095960NKE6 11/13/2025 1,7771.05005/13/2020 255,117.60 1.035 1.050248,000.00
Washington First Bank1745 NCD 245,000.00940727AH3 02/23/2022 4182.05002/23/2017 250,593.35 2.021 2.050245,000.00
Wells Fargo Bank1656 NCD 245,000.009497486H5 06/30/2021 1801.60006/30/2016 246,913.45 1.578 1.600245,000.00
Wyoming Bank & Trust2446 NCD 249,000.0098321PAJ9 11/28/2025 1,7920.50011/27/2020 249,181.77 0.515 0.522248,633.66
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 6
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Negotiable Certificates of Deposits
Woodford State Bank1459 NCD 245,000.00979424AA6 07/29/2022 5742.35008/12/2015 254,976.40 2.317 2.349245,000.00
Washington County Bank1842 NCD 245,000.0093754PAN7 05/11/2022 4952.05008/11/2017 251,602.75 2.021 2.050245,000.00
Subtotal and Average 38,215,638.13 38,203,000.00 39,396,147.60 1.797 1.822 938
Corporate Medium Term Bonds
Apple, Inc.1543 MTN 700,000.00037833BS8 02/23/2021 532.25002/23/2016 700,833.00 2.140 2.169700,075.23
Apple, Inc.2082 MTN 550,000.00037833AK6 05/03/2023 8522.40008/29/2019 576,928.00 1.726 1.750558,058.78
Apple, Inc.2323 MTN 750,000.00037833AY6 02/09/2022 4042.15003/19/2020 765,547.50 1.583 1.605754,429.21
Apple, Inc.2401 MTN 1,500,000.00037833DF4 01/13/2025 1,4732.75008/28/2020 1,627,455.00 0.620 0.6281,626,387.61
Alphabet (Google) Inc.1657 MTN 100,000.0002079KAA5 05/19/2021 1383.62507/11/2016 101,295.00 1.271 1.288100,865.26
Alphabet (Google) Inc.1658 MTN 946,000.0038259PAB8 05/19/2021 1383.62507/11/2016 958,250.70 1.271 1.288954,185.39
Alphabet (Google) Inc.1660 MTN 1,500,000.0002079KAA5 05/19/2021 1383.62507/12/2016 1,519,425.00 1.238 1.2551,513,173.59
Alphabet (Google) Inc.1734 MTN 871,000.0002079KAA5 05/19/2021 1383.62501/11/2017 882,279.45 2.012 2.040876,037.74
Alphabet (Google) Inc.1895 MTN 1,000,000.0002079KAA5 05/19/2021 1383.62501/10/2018 1,012,950.00 2.189 2.2191,005,161.12
Alphabet (Google) Inc.1931 MTN 382,000.0002079KAA5 05/19/2021 1383.62502/14/2018 386,946.90 2.377 2.410383,699.92
Johnson & Johnson1624 MTN 1,000,000.00478160BS2 03/01/2021 591.65006/07/2016 1,000,940.00 1.530 1.5511,000,154.23
Johnson & Johnson1900 MTN 500,000.00478160BS2 03/01/2021 591.65001/12/2018 500,470.00 2.179 2.210499,551.29
Johnson & Johnson2466 MTN 2,000,000.00478160CN2 09/01/2025 1,7040.55012/23/2020 2,008,660.00 0.479 0.4862,005,885.27
Microsoft Corporation1878 MTN 100,000.00594918BW3 02/06/2022 4012.40012/11/2017 102,039.00 2.292 2.324100,078.47
Microsoft Corporation2212 MTN 1,800,000.00594918BX1 02/06/2024 1,1312.87501/22/2020 1,933,470.00 1.727 1.7511,857,835.83
Microsoft Corporation2450 MTN 2,920,000.00594918BJ2 11/03/2025 1,7673.12511/18/2020 3,264,384.80 0.572 0.5803,256,373.66
Stanford University2046 MTN 2,000,000.00525555AB4 02/01/2024 1,1266.87505/14/2019 2,364,900.00 2.367 2.4002,259,375.01
Stanford University2182 MTN 1,000,000.00525555AB4 02/01/2024 1,1266.87512/12/2019 1,182,450.00 1.934 1.9601,144,829.28
Yale University2376 MTN 2,000,000.0098459LAA1 04/15/2025 1,5650.87307/01/2020 2,031,580.00 0.616 0.6252,020,526.96
Subtotal and Average 22,616,683.85 21,619,000.00 22,920,804.35 1.346 1.365 984
Federal Agency Bonds
Apple, Inc.2053 MTN 1,500,000.00037833CU2 05/11/2024 1,2262.85008/06/2019 1,617,375.00 1.998 2.0251,538,099.13
Federal Agricultural Mortgage1130 1,500,000.0031315PPX1 07/05/2022 5502.20012/13/2012 1,546,515.00 1.930 1.9571,504,999.60
Federal Agricultural Mortgage1134 750,000.0031315PB32 11/21/2022 6892.00012/19/2012 775,875.00 2.081 2.110748,599.36
Federal Agricultural Mortgage1137 1,500,000.0031315PUE7 12/27/2022 7252.18001/04/2013 1,559,610.00 2.165 2.1961,499,572.25
Federal Agricultural Mortgage1139 500,000.0031315PWN5 06/01/2021 1513.84001/04/2013 507,695.00 1.946 1.973503,567.15
Federal Agricultural Mortgage1141 1,500,000.0031315PUE7 12/27/2022 7252.18001/08/2013 1,559,610.00 2.195 2.2251,498,785.05
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 7
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Federal Agency Bonds
Federal Agricultural Mortgage1144 1,500,000.0031315PUE7 12/27/2022 7252.18001/23/2013 1,559,610.00 2.111 2.1411,501,039.74
Federal Agricultural Mortgage1147 2,595,000.0031315PUE7 12/27/2022 7252.18001/28/2013 2,698,125.30 2.199 2.2292,592,693.74
Federal Agricultural Mortgage1257 300,000.0031315PTU3 03/09/2021 674.16003/06/2014 302,280.00 2.574 2.609300,798.01
Federal Agricultural Mortgage1264 1,500,000.0031315PK40 03/26/2021 842.50003/26/2014 1,508,580.00 2.495 2.5301,499,901.34
Federal Agricultural Mortgage1279 1,250,000.0031315PPX1 07/05/2022 5502.20004/23/2014 1,288,762.50 2.889 2.9301,237,816.82
Federal Agricultural Mortgage1427 675,000.0031315P2C2 05/05/2021 1242.51001/09/2015 680,575.50 2.110 2.140675,799.86
Federal Agricultural Mortgage1428 404,000.0031315PL23 03/27/2024 1,1813.33001/09/2015 443,741.48 2.540 2.575412,731.29
Federal Agricultural Mortgage1433 1,604,000.0031315PD89 06/12/2023 8922.61001/22/2015 1,697,834.00 2.269 2.3011,614,967.15
Federal Agricultural Mortgage1447 1,450,000.0031315PD89 06/12/2023 8922.61002/09/2015 1,534,825.00 2.377 2.4101,456,385.12
Federal Agricultural Mortgage1452 1,000,000.003130H0AJ2 03/01/2022 4242.15003/05/2015 1,023,470.00 2.120 2.1501,000,000.00
Federal Agricultural Mortgage1576 1,000,000.0031315PZS1 01/24/2023 7532.13004/06/2016 1,040,170.00 1.839 1.8641,005,110.86
Federal Agricultural Mortgage1580 474,000.0031315PEM7 08/04/2025 1,6764.35004/08/2016 557,409.78 2.296 2.328513,346.53
Federal Agricultural Mortgage1595 1,500,000.0031315P2J7 05/01/2024 1,2163.30004/21/2016 1,649,640.00 2.084 2.1121,554,323.88
Federal Agricultural Mortgage1604 1,500,000.0031315P2J7 05/01/2024 1,2163.30004/26/2016 1,649,640.00 2.159 2.1891,550,649.57
Federal Agricultural Mortgage1617 500,000.0031315PUE7 12/27/2022 7252.18005/26/2016 519,870.00 1.844 1.870502,880.91
Federal Agricultural Mortgage1665 2,000,000.003132X0BH3 07/15/2022 5602.38007/25/2016 2,068,620.00 1.499 1.5202,025,205.71
Federal Agricultural Mortgage1698 1,500,000.003132X0EQ0 01/25/2021 241.55010/03/2016 1,501,395.00 1.256 1.2741,500,267.45
Federal Agricultural Mortgage1710 1,500,000.0031315PRA9 02/03/2026 1,8594.81010/18/2016 1,822,980.00 2.131 2.1601,682,296.32
Federal Agricultural Mortgage1755 1,000,000.003132X0PX3 02/23/2022 4182.10002/23/2017 1,022,450.00 2.034 2.0631,000,399.41
Federal Agricultural Mortgage1758 1,500,000.003132X0PX3 02/23/2022 4182.10003/02/2017 1,533,675.00 2.085 2.1141,499,758.46
Federal Agricultural Mortgage1769 1,500,000.003132X0RS2 04/06/2022 4602.07504/06/2017 1,536,645.00 2.046 2.0751,500,000.00
Federal Agricultural Mortgage1781 1,000,000.003132X0QG9 02/22/2021 521.90004/12/2017 1,002,570.00 1.781 1.8051,000,127.90
Federal Agricultural Mortgage1788 1,000,000.003132X0NZ0 01/03/2022 3672.10005/04/2017 1,019,780.00 1.938 1.9651,001,289.32
Federal Agricultural Mortgage1817 1,000,000.0031315PPX1 07/05/2022 5502.20006/14/2017 1,031,010.00 1.908 1.9341,003,799.93
Federal Agricultural Mortgage1830 1,500,000.003132X0UA7 06/29/2022 5441.88006/29/2017 1,538,880.00 1.903 1.9301,498,932.97
Federal Agricultural Mortgage1831 1,000,000.003132X0UA7 06/29/2022 5441.88006/29/2017 1,025,920.00 1.923 1.949999,007.99
Federal Agricultural Mortgage1867 1,000,000.003132X0WL1 08/23/2024 1,3302.25010/06/2017 1,069,360.00 2.332 2.365996,143.98
Federal Agricultural Mortgage1877 1,500,000.003132X0ZZ7 12/12/2022 7102.26012/12/2017 1,560,780.00 2.229 2.2601,500,000.00
Federal Agricultural Mortgage1889 2,000,000.003132X0D57 01/08/2021 72.12001/08/2018 2,000,500.00 2.090 2.1202,000,000.00
Federal Agricultural Mortgage1893 1,000,000.003130H0AU7 08/01/2024 1,3082.62501/09/2018 1,081,850.00 2.546 2.5811,001,414.52
Federal Agricultural Mortgage1901 1,500,000.003130H0AU7 08/01/2024 1,3082.62501/11/2018 1,622,775.00 2.623 2.6601,498,277.03
Federal Agricultural Mortgage1912 2,000,000.003132X0G39 01/30/2023 7592.50001/30/2018 2,096,240.00 2.472 2.5071,999,717.04
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 8
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Federal Agency Bonds
Federal Agricultural Mortgage1915 1,500,000.003132X0G39 01/30/2023 7592.50001/30/2018 1,572,180.00 2.481 2.5151,499,536.87
Federal Agricultural Mortgage1921 2,000,000.003132X0G39 01/30/2023 7592.50001/31/2018 2,096,240.00 2.556 2.5921,996,426.44
Federal Agricultural Mortgage1924 1,100,000.0031315PZS1 01/24/2023 7532.13002/08/2018 1,144,187.00 2.578 2.6141,089,749.43
Federal Agricultural Mortgage1927 1,000,000.003132X0H79 02/22/2021 522.35002/22/2018 1,003,110.00 2.327 2.360999,986.31
Federal Agricultural Mortgage1928 1,500,000.003132X0H87 02/22/2023 7822.60002/22/2018 1,577,340.00 2.564 2.6001,500,000.00
Federal Agricultural Mortgage1936 1,500,000.003132X0L33 02/21/2023 7812.77002/23/2018 1,582,590.00 2.732 2.7701,500,000.00
Federal Agricultural Mortgage1999 549,000.0031315P4B2 01/30/2024 1,1243.46012/14/2018 602,955.72 3.018 3.060555,208.80
Federal Agricultural Mortgage2034 1,000,000.0031422BEJ5 04/09/2024 1,1942.35004/09/2019 1,067,360.00 2.365 2.398998,514.41
Federal Agricultural Mortgage2035 678,000.0031315PCY3 11/20/2024 1,4195.25004/08/2019 805,477.56 2.420 2.454746,408.98
Federal Agricultural Mortgage2098 550,000.0031315PEM7 08/04/2025 1,6764.35009/09/2019 646,783.50 1.659 1.683613,853.99
Federal Agricultural Mortgage2242 Call 2,000,000.0031422BUC2 02/11/2030 3,3282.45002/11/2020 2,002,820.00 2.416 2.4502,000,000.00
Federal Agricultural Mortgage2301 1,569,000.0031315PB99 11/19/2027 2,5132.85003/11/2020 1,788,911.04 1.050 1.0641,753,632.79
Federal Agricultural Mortgage2330 Call 2,000,000.0031422BWY2 03/24/2025 1,5431.40003/24/2020 2,003,320.00 1.380 1.4002,000,000.00
Federal Agricultural Mortgage2340 Call 2,000,000.0031422BZS2 05/13/2030 3,4191.50005/13/2020 1,997,500.00 1.479 1.5002,000,000.00
Federal Agricultural Mortgage2366 Call 1,750,000.0031422BF54 06/24/2030 3,4611.40006/24/2020 1,738,537.50 1.380 1.4001,750,000.00
Federal Agricultural Mortgage2367 Call 2,000,000.0031422BF54 06/24/2030 3,4611.40006/24/2020 1,986,900.00 1.380 1.4002,000,000.00
Federal Agricultural Mortgage2381 Call 1,500,000.0031422BH78 07/08/2030 3,4751.40007/08/2020 1,498,215.00 1.380 1.4001,500,000.00
Federal Agricultural Mortgage2425 Call 2,000,000.0031422BX54 09/27/2030 3,5561.30010/08/2020 1,979,560.00 1.286 1.3042,000,000.00
Federal Agricultural Mortgage2435 Call 2,000,000.0031422BZ45 10/21/2030 3,5801.28010/21/2020 1,974,400.00 1.262 1.2802,000,000.00
Federal Agricultural Mortgage2439 Call 2,000,000.0031422B2E9 10/29/2030 3,5881.34010/29/2020 1,987,600.00 1.321 1.3402,000,000.00
Federal Agricultural Mortgage2449 1,500,000.0031422B3D0 11/20/2030 3,6101.15011/20/2020 1,499,475.00 1.134 1.1501,500,000.00
Federal Agricultural Mortgage2458 Call 1,500,000.0031422B4A5 12/11/2030 3,6311.30012/11/2020 1,498,785.00 1.282 1.3001,500,000.00
Federal Agricultural Mortgage2459 Call 2,000,000.0031422B3W8 12/16/2030 3,6361.45012/16/2020 2,000,100.00 1.430 1.4502,000,000.00
Federal Agricultural Mortgage2461 1,000,000.0031422B3D0 11/20/2030 3,6101.15012/09/2020 999,650.00 1.144 1.160999,006.14
Federal Farm Credit Bank .1241 500,000.003133ECRH9 06/06/2023 8862.45001/09/2014 527,145.00 3.383 3.430489,891.13
Federal Farm Credit Bank .1526 625,000.003133EAA65 07/26/2023 9362.12501/27/2016 655,381.25 2.024 2.052626,079.57
Federal Farm Credit Bank .1563 500,000.0031331XSS2 03/14/2022 4375.16003/17/2016 530,180.00 1.876 1.902518,431.21
Federal Farm Credit Bank .1593 250,000.003133EC4L5 11/23/2021 3261.61004/21/2016 253,345.00 1.558 1.580250,063.62
Federal Farm Credit Bank .1596 1,000,000.003133ECPF5 05/13/2022 4971.87504/21/2016 1,023,530.00 1.578 1.6001,003,567.11
Federal Farm Credit Bank .1615 1,000,000.003133EC7D0 12/13/2024 1,4422.12505/13/2016 1,070,420.00 1.930 1.9561,006,083.77
Federal Farm Credit Bank .1659 500,000.0031331XSS2 03/14/2022 4375.16007/08/2016 530,180.00 1.215 1.232522,744.14
Federal Farm Credit Bank .1782 500,000.0031331XHX3 12/21/2021 3545.05004/12/2017 523,480.00 1.884 1.910514,529.56
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 9
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Federal Agency Bonds
Federal Farm Credit Bank .1787 900,000.003133EEVD9 03/25/2024 1,1792.30005/04/2017 959,211.00 2.274 2.306899,826.88
Federal Farm Credit Bank .1822 500,000.003133EDWX6 10/07/2024 1,3752.91006/21/2017 548,820.00 2.143 2.172512,767.36
Federal Farm Credit Bank .1843 445,000.003133ED6R8 11/07/2022 6752.93009/14/2017 467,730.60 1.870 1.896453,064.21
Federal Farm Credit Bank .1885 600,000.003133EC2B9 11/09/2021 3121.70012/29/2017 608,292.00 2.161 2.191597,593.61
Federal Farm Credit Bank .1932 1,500,000.003133EJDE6 02/16/2023 7762.57002/16/2018 1,575,840.00 2.605 2.6421,497,863.30
Federal Farm Credit Bank .2016 500,000.003133EEG79 09/07/2023 9792.15001/15/2019 525,590.00 2.656 2.693493,181.67
Federal Farm Credit Bank .2017 650,000.003133EC2C7 11/09/2023 1,0422.13001/15/2019 684,950.50 2.662 2.699640,143.09
Federal Farm Credit Bank .2226 Call 1,000,000.003133ELJU9 01/27/2026 1,8521.98001/29/2020 1,014,520.00 1.955 1.982999,873.08
Federal Farm Credit Bank .2259 Call 1,350,000.003133EKVQ6 07/19/2024 1,2952.04002/19/2020 1,360,381.50 1.868 1.8941,356,651.63
Federal Farm Credit Bank .2280 Call 1,000,000.003133ELPS7 03/04/2030 3,3492.24003/04/2020 1,001,940.00 2.142 2.1721,005,528.85
Federal Farm Credit Bank .2289 Call 1,500,000.003133ELSD7 03/11/2030 3,3561.85003/11/2020 1,502,445.00 1.824 1.8501,500,000.00
Federal Farm Credit Bank .2292 Call 1,500,000.003133ELSD7 03/11/2030 3,3561.85003/11/2020 1,502,445.00 1.824 1.8501,500,000.00
Federal Farm Credit Bank .2314 1,000,000.003133EAG44 08/03/2026 2,0402.63003/13/2020 1,117,440.00 1.089 1.1041,082,089.60
Federal Farm Credit Bank .2351 Call 1,000,000.003133ELSD7 03/11/2030 3,3561.85005/20/2020 1,001,630.00 1.749 1.7731,006,393.15
Federal Farm Credit Bank .2371 Call 1,500,000.003133ELQ31 07/01/2030 3,4681.33007/01/2020 1,495,560.00 1.311 1.3301,500,000.00
Federal Farm Credit Bank .2372 Call 1,500,000.003133ELQ31 07/01/2030 3,4681.33007/01/2020 1,495,560.00 1.311 1.3301,500,000.00
Federal Farm Credit Bank .2391 Call 1,500,000.003133EL3H5 08/12/2025 1,6840.57008/12/2020 1,499,250.00 0.587 0.5951,498,269.79
Federal Farm Credit Bank .2406 Call 1,500,000.003133EL4W1 08/25/2025 1,6970.61009/03/2020 1,500,000.00 0.611 0.6201,499,299.39
Federal Farm Credit Bank .2408 Call 1,500,000.003133EL4W1 08/25/2025 1,6970.61009/10/2020 1,500,000.00 0.611 0.6201,499,296.64
Federal Farm Credit Bank .2416 Call 1,500,000.003133EL7K4 09/16/2025 1,7190.55009/22/2020 1,497,840.00 0.542 0.5491,500,000.00
Federal Farm Credit Bank .2417 Call 1,500,000.003133EMBH4 09/29/2025 1,7320.53009/29/2020 1,500,270.00 0.522 0.5301,500,000.00
Federal Farm Credit Bank .2423 Call 1,500,000.003133EMBJ0 09/29/2025 1,7320.53009/29/2020 1,500,000.00 0.537 0.5451,498,932.50
Federal Farm Credit Bank .2427 Call 2,000,000.003133EMAZ5 06/24/2030 3,4611.25010/01/2020 1,987,820.00 1.246 1.2631,997,564.23
Federal Farm Credit Bank .2442 Call 1,500,000.003133EMFG2 11/04/2030 3,5941.37011/04/2020 1,500,000.00 1.351 1.3701,500,000.00
Federal Farm Credit Bank .2443 Call 1,500,000.003133EMFG2 11/04/2030 3,5941.37011/04/2020 1,500,000.00 1.351 1.3701,500,000.00
Federal Home Loan Bank1041 1,500,000.00313378LA7 02/25/2022 4202.33003/20/2012 1,537,890.00 2.298 2.3301,500,000.00
Federal Home Loan Bank1156 1,315,000.003133XHRJ3 12/10/2021 3435.00002/25/2013 1,374,345.95 1.825 1.8501,350,836.04
Federal Home Loan Bank1261 1,500,000.00313382K69 03/12/2021 701.75003/13/2014 1,504,680.00 2.418 2.4511,498,102.96
Federal Home Loan Bank1577 1,500,000.003130A7Q73 12/08/2021 3411.53004/08/2016 1,519,830.00 1.450 1.4701,500,801.86
Federal Home Loan Bank1605 1,000,000.00313382K69 03/12/2021 701.75004/27/2016 1,003,120.00 1.490 1.5111,000,451.49
Federal Home Loan Bank1619 500,000.003133827D9 02/08/2021 381.75006/02/2016 500,765.00 1.476 1.496500,125.28
Federal Home Loan Bank1649 250,000.003130A0EN6 12/10/2021 3432.87506/28/2016 256,422.50 1.232 1.249253,687.40
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 10
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Federal Agency Bonds
Federal Home Loan Bank1699 500,000.003133827E7 02/06/2023 7662.13010/05/2016 520,560.00 1.578 1.600505,262.82
Federal Home Loan Bank1727 1,000,000.003130AABG2 11/29/2021 3321.87512/16/2016 1,015,960.00 2.168 2.198997,208.23
Federal Home Loan Bank1763 1,910,000.003133XHRJ3 12/10/2021 3435.00003/10/2017 1,996,198.30 2.150 2.1801,957,921.83
Federal Home Loan Bank1780 1,000,000.00313378CR0 03/11/2022 4342.25004/12/2017 1,025,320.00 1.903 1.9301,003,624.25
Federal Home Loan Bank1886 1,000,000.003130A3VC5 12/08/2023 1,0712.25001/03/2018 1,060,300.00 2.359 2.392996,118.56
Federal Home Loan Bank1896 1,000,000.003130A3DL5 09/08/2023 9802.37501/09/2018 1,058,450.00 2.376 2.409999,142.79
Federal Home Loan Bank1903 500,000.003130ADEV0 01/17/2023 7462.38001/18/2018 522,735.00 2.385 2.418499,631.80
Federal Home Loan Bank1996 Call 1,000,000.003130AFG84 11/29/2028 2,8893.87512/06/2018 1,031,680.00 3.823 3.876999,920.73
Federal Home Loan Bank2228 Call 1,500,000.003130AHZ71 02/25/2030 3,3422.37502/25/2020 1,503,870.00 2.353 2.3861,498,627.50
Federal Home Loan Bank2317 Call 1,456,310.683130AJER6 03/26/2030 3,3711.85003/26/2020 1,456,367.48 1.824 1.8501,456,310.68
Federal Home Loan Bank2328 Call 1,500,000.003130AJF95 03/24/2025 1,5431.30003/24/2020 1,502,235.00 1.282 1.3001,500,000.00
Federal Home Loan Bank2347 Call 1,500,000.003130AJMF3 11/28/2028 2,8881.32005/28/2020 1,500,000.00 1.301 1.3201,500,000.00
Federal Home Loan Bank2358 Call 1,000,000.003130AJP78 06/11/2029 3,0831.40006/11/2020 993,330.00 1.380 1.4001,000,000.00
Federal Home Loan Bank2361 Call 1,000,000.003130AJP78 06/11/2029 3,0831.40006/11/2020 993,330.00 1.427 1.447996,246.91
Federal Home Loan Bank2368 Call 900,000.003130AJR76 06/29/2029 3,1011.25006/29/2020 893,493.00 1.232 1.250900,000.00
Federal Home Loan Bank2369 Call 1,500,000.003130AJRG6 06/24/2030 3,4611.36006/24/2020 1,473,240.00 1.341 1.3601,500,000.00
Federal Home Loan Bank2375 Call 1,500,000.003130AJSR1 07/09/2030 3,4761.39007/09/2020 1,487,805.00 1.370 1.3901,500,000.00
Federal Home Loan Bank2377 Call 1,500,000.003130AJSR1 07/09/2030 3,4761.39007/09/2020 1,487,805.00 1.370 1.3901,500,000.00
Federal Home Loan Bank2384 Call 1,500,000.003130AJSR1 07/09/2030 3,4761.39007/09/2020 1,487,805.00 1.382 1.4011,498,428.83
Federal Home Loan Bank2395 Call 1,500,000.003130AJZ36 08/27/2025 1,6990.60008/27/2020 1,494,855.00 0.611 0.6201,498,603.33
Federal Home Loan Bank2399 Call 1,500,000.003130AJZ36 08/27/2025 1,6990.60008/27/2020 1,494,855.00 0.611 0.6201,498,603.33
Federal Home Loan Bank2405 Call 1,500,000.003130AK3Z7 09/29/2025 1,7320.57009/29/2020 1,495,515.00 0.582 0.5901,498,576.67
Federal Home Loan Bank2411 Call 1,180,000.003130AJZ36 08/27/2025 1,6990.60009/16/2020 1,175,952.60 0.591 0.5991,180,000.00
Federal Home Loan Bank2419 Call 1,500,000.003130AKAZ91 09/29/2025 1,7320.52009/29/2020 1,497,855.00 0.512 0.5201,500,000.00
Federal Home Loan Bank2445 Call 1,200,000.003130AJQS1 06/25/2030 3,4621.35011/04/2020 1,196,988.00 1.334 1.3531,199,622.31
Fed. Home Loan Mortgage Corp.1273 2,000,000.003134G45T1 12/10/2021 3432.00004/10/2014 2,035,380.00 2.564 2.6001,989,810.35
Fed. Home Loan Mortgage Corp.1277 1,000,000.003134G45T1 12/10/2021 3432.00004/22/2014 1,017,690.00 2.643 2.680994,241.44
Fed. Home Loan Mortgage Corp.2247 Call 1,000,000.003134GVAT5 02/12/2025 1,5031.80002/12/2020 1,001,140.00 1.775 1.8001,000,000.00
Fed. Home Loan Mortgage Corp.2345 Call 455,000.003134GVUA4 05/18/2028 2,6941.20005/18/2020 452,306.40 1.183 1.200455,000.00
Fed. Home Loan Mortgage Corp.2370 Call 1,500,000.003134GV3B2 06/28/2030 3,4651.40006/30/2020 1,500,030.00 1.380 1.4001,500,000.00
Fed. Home Loan Mortgage Corp.2373 Call 1,500,000.003134GV3U0 06/29/2029 3,1011.25006/29/2020 1,490,685.00 1.232 1.2501,500,000.00
Fed. Home Loan Mortgage Corp.2379 Call 1,500,000.003134GV4E5 12/29/2028 2,9191.20007/01/2020 1,490,430.00 1.183 1.1991,500,000.00
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 11
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Federal Agency Bonds
Fed. Home Loan Mortgage Corp.2380 Call 1,500,000.003134GV5D6 01/08/2029 2,9291.20007/08/2020 1,500,180.00 1.183 1.2001,500,000.00
Fed. Home Loan Mortgage Corp.2382 Call 1,500,000.003134GV5A2 07/15/2030 3,4821.37507/15/2020 1,489,635.00 1.356 1.3751,500,000.00
Fed. Home Loan Mortgage Corp.2386 Call 1,500,000.003134GV7L6 07/29/2030 3,4961.35007/29/2020 1,486,260.00 1.331 1.3501,500,000.00
Fed. Home Loan Mortgage Corp.2387 Call 1,500,000.003134GV7L6 07/29/2030 3,4961.35007/29/2020 1,486,260.00 1.331 1.3501,500,000.00
Fed. Home Loan Mortgage Corp.2396 Call 1,000,000.003134GWNC6 08/19/2025 1,6910.62508/20/2020 1,000,070.00 0.616 0.6251,000,000.00
Fed. Home Loan Mortgage Corp.2400 Call 1,500,000.003134GWC53 09/15/2025 1,7180.65009/15/2020 1,497,915.00 0.641 0.6501,500,000.00
Fed. Home Loan Mortgage Corp.2404 Call 1,447,000.003134GWA55 09/09/2025 1,7120.65009/09/2020 1,445,798.99 0.641 0.6501,447,000.00
Fed. Home Loan Mortgage Corp.2407 Call 1,500,000.003134GWD52 09/02/2025 1,7050.68009/04/2020 1,500,870.00 0.670 0.6791,500,000.00
Fed. Home Loan Mortgage Corp.2409 Call 1,500,000.003134GWP75 09/23/2025 1,7260.62509/23/2020 1,500,030.00 0.616 0.6251,500,000.00
Fed. Home Loan Mortgage Corp.2410 Call 1,000,000.003134GWP75 09/23/2025 1,7260.62509/23/2020 1,000,020.00 0.616 0.6251,000,000.00
Fed. Home Loan Mortgage Corp.2418 Call 1,500,000.003134GWVV5 10/15/2025 1,7480.50010/15/2020 1,495,425.00 0.493 0.5001,500,000.00
Fed. Home Loan Mortgage Corp.2421 Call 2,000,000.003134GWW93 09/30/2025 1,7330.55009/30/2020 1,997,220.00 0.542 0.5502,000,000.00
Fed. Home Loan Mortgage Corp.2422 Call 1,500,000.003134GWW93 09/30/2025 1,7330.55009/30/2020 1,497,915.00 0.542 0.5501,500,000.00
Fed. Home Loan Mortgage Corp.2424 Call 1,500,000.003134GWXK7 09/30/2025 1,7330.55009/30/2020 1,494,750.00 0.542 0.5501,500,000.00
Fed. Home Loan Mortgage Corp.2426 Call 1,500,000.003134GWXX9 10/15/2025 1,7480.55010/15/2020 1,503,045.00 0.542 0.5501,500,000.00
Fed. Home Loan Mortgage Corp.2428 Call 1,500,000.003134GWY26 10/08/2025 1,7410.57010/08/2020 1,503,195.00 0.562 0.5701,500,000.00
Fed. Home Loan Mortgage Corp.2430 Call 1,500,000.003134GWYZ3 10/28/2025 1,7610.53010/28/2020 1,495,665.00 0.522 0.5301,500,000.00
Fed. Home Loan Mortgage Corp.2431 Call 1,500,000.003134GWZ33 10/22/2030 3,5811.25010/22/2020 1,479,825.00 1.232 1.2501,500,000.00
Fed. Home Loan Mortgage Corp.2432 Call 1,500,000.003134GWZL3 10/29/2025 1,7620.57010/29/2020 1,499,085.00 0.562 0.5701,500,000.00
Fed. Home Loan Mortgage Corp.2433 Call 2,000,000.003134GW3T1 10/28/2030 3,5871.40010/28/2020 1,999,160.00 1.380 1.4002,000,000.00
Fed. Home Loan Mortgage Corp.2434 Call 1,500,000.003134GW3H7 10/29/2025 1,7620.61010/29/2020 1,498,395.00 0.601 0.6101,500,000.00
Fed. Home Loan Mortgage Corp.2436 Call 2,000,000.003134GWZZ2 10/28/2030 3,5871.30010/28/2020 1,971,820.00 1.282 1.3002,000,000.00
Fed. Home Loan Mortgage Corp.2437 Call 750,000.003134GW3Z7 10/28/2025 1,7610.60010/28/2020 751,897.50 0.591 0.600750,000.00
Fed. Home Loan Mortgage Corp.2438 Call 1,500,000.003134GW3X2 10/27/2025 1,7600.62510/27/2020 1,496,040.00 0.616 0.6251,500,000.00
Fed. Home Loan Mortgage Corp.2440 Call 1,500,000.003134GW6N1 11/05/2030 3,5951.40011/05/2020 1,492,515.00 1.380 1.4001,500,000.00
Fed. Home Loan Mortgage Corp.2444 Call 1,500,000.003134GW6N1 11/05/2030 3,5951.40011/05/2020 1,492,515.00 1.380 1.4001,500,000.00
Federal National Mortgage Asso1276 1,000,000.003136G0U58 04/30/2021 1191.75004/16/2014 1,005,370.00 2.364 2.397998,041.71
Federal National Mortgage Asso1288 250,000.003136G0M57 04/09/2021 981.75005/02/2014 251,090.00 2.452 2.486249,541.99
Federal National Mortgage Asso1654 1,000,000.003136G0EG2 04/23/2021 1122.28006/30/2016 1,006,640.00 1.171 1.1871,003,293.95
Federal National Mortgage Asso1715 500,000.0031364CCC0 04/30/2026 1,9457.12511/10/2016 669,980.00 2.367 2.400612,044.89
Federal National Mortgage Asso1883 500,000.003136G05L1 08/26/2022 6022.00012/29/2017 515,660.00 2.238 2.270497,891.78
Federal National Mortgage Asso1894 1,000,000.003135G0T78 10/05/2022 6422.00001/09/2018 1,032,630.00 2.288 2.320994,685.70
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 12
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Federal Agency Bonds
Federal National Mortgage Asso1904 1,000,000.003135G0T78 10/05/2022 6422.00001/19/2018 1,032,630.00 2.409 2.443992,667.21
Federal National Mortgage Asso1926 1,500,000.003135G0T94 01/19/2023 7482.37502/08/2018 1,568,700.00 2.574 2.6101,493,259.32
Federal National Mortgage Asso2392 Call 1,000,000.003136G4R62 08/28/2025 1,7000.62508/28/2020 998,750.00 0.616 0.6251,000,000.00
Federal National Mortgage Asso2393 Call 1,000,000.003136G4S87 08/27/2025 1,6990.65008/27/2020 1,000,080.00 0.641 0.6501,000,000.00
Federal National Mortgage Asso2394 Call 1,500,000.003136G4Q97 08/27/2025 1,6990.65008/27/2020 1,500,120.00 0.641 0.6501,500,000.00
Federal National Mortgage Asso2397 Call 1,500,000.003136G4V59 08/27/2025 1,6990.62508/27/2020 1,495,605.00 0.616 0.6251,500,000.00
Federal National Mortgage Asso2412 Call 1,500,000.003136G44G5 09/22/2025 1,7250.51509/22/2020 1,494,765.00 0.507 0.5151,500,000.00
Federal National Mortgage Asso2413 Call 1,500,000.003136G43L5 09/30/2025 1,7330.55009/30/2020 1,495,410.00 0.542 0.5501,500,000.00
Federal National Mortgage Asso2415 Call 1,500,000.003136G44L4 09/25/2025 1,7280.60009/25/2020 1,494,960.00 0.591 0.6001,500,000.00
Federal National Mortgage Asso2460 2,000,000.003135G05Q2 08/05/2030 3,5030.87512/07/2020 1,962,780.00 1.139 1.1551,949,292.34
Federal National Mortgage Asso2463 Call 1,500,000.003135GAAS0 12/23/2030 3,6431.40012/23/2020 1,494,675.00 1.380 1.4001,500,000.00
Federal National Mortgage Asso2467 Call 1,000,000.003135G06Q1 12/30/2025 1,8240.64012/30/2020 1,001,260.00 0.597 0.6051,001,689.06
San Mateo Union High School Dt2153 MUN 1,360,000.00799017WD6 09/01/2028 2,8002.23711/07/2019 1,431,726.40 2.447 2.4801,337,293.91
Tennessee Valley Authority1132 500,000.00880591EL2 02/15/2021 453.87512/14/2012 502,140.00 1.596 1.618501,286.79
Tennessee Valley Authority1133 1,010,000.00880591EN8 08/15/2022 5911.87512/14/2012 1,037,966.90 1.893 1.9201,009,328.14
Tennessee Valley Authority1145 1,500,000.00880591EL2 02/15/2021 453.87501/23/2013 1,506,420.00 1.647 1.6691,503,767.37
Tennessee Valley Authority1260 1,160,000.00880591EL2 02/15/2021 453.87503/12/2014 1,164,964.80 2.427 2.4611,161,832.36
Tennessee Valley Authority1508 1,000,000.00880591CJ9 11/01/2025 1,7656.75011/20/2015 1,299,690.00 2.807 2.8461,163,295.67
Tennessee Valley Authority1519 750,000.00880591ER9 09/15/2024 1,3532.87501/15/2016 823,545.00 2.564 2.600756,795.06
Tennessee Valley Authority1589 775,000.00880591CJ9 11/01/2025 1,7656.75004/18/2016 1,007,259.75 2.337 2.370921,072.44
Tennessee Valley Authority1703 1,490,000.00880591EN8 08/15/2022 5911.87510/07/2016 1,531,258.10 1.538 1.5601,497,244.45
Tennessee Valley Authority1714 1,250,000.00880591CJ9 11/01/2025 1,7656.75011/10/2016 1,624,612.50 2.317 2.3501,488,408.54
Subtotal and Average 238,947,398.71 237,426,310.68 242,849,251.90 1.585 1.607 1,801
Treasury Securities (Notes)
U.S. Treasury1761 TB 1,500,000.00912828J43 02/28/2022 4231.75003/09/2017 1,528,365.00 2.071 2.1001,494,253.60
U.S. Treasury1866 TB 1,500,000.00912828L57 09/30/2022 6371.75010/06/2017 1,542,360.00 1.914 1.9411,495,257.67
U.S. Treasury1898 TB 1,500,000.00912828P38 01/31/2023 7601.75001/11/2018 1,550,505.00 2.308 2.3401,482,720.91
U.S. Treasury1905 TB 1,500,000.00912828N30 12/31/2022 7292.12501/22/2018 1,559,715.00 2.387 2.4201,491,712.75
U.S. Treasury1923 TB 1,500,000.00912828P38 01/31/2023 7601.75002/05/2018 1,550,505.00 2.560 2.5961,475,377.63
U.S. Treasury1925 TB 1,000,000.00912828P38 01/31/2023 7601.75002/08/2018 1,033,670.00 2.487 2.521984,992.95
U.S. Treasury1929 TB 1,000,000.00912828P79 02/28/2023 7881.50002/09/2018 1,029,450.00 2.534 2.570978,473.72
U.S. Treasury1934 TB 1,000,000.00912828P79 02/28/2023 7881.50002/15/2018 1,029,450.00 2.601 2.638977,143.72
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 13
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Subtotal and Average 10,379,932.95 10,500,000.00 10,824,020.00 2.331 2.363 694
Municipal Bonds
Acalanes Union High School Dis1494 MUN 1,000,000.00004284B38 08/01/2021 2122.38110/30/2015 1,011,120.00 2.120 2.1501,001,259.39
Acalanes Union High School Dis2334 MUN 485,000.00004284ZY4 08/01/2022 5772.90003/25/2020 503,570.65 1.677 1.700493,986.26
County of Alameda2173 MUN 290,000.00010878AS5 08/01/2026 2,0384.00012/05/2019 338,021.10 2.139 2.168317,466.36
Alameda County Joint Pws Auth.2005 MUN 505,000.00010831DS1 06/01/2025 1,6123.36512/24/2018 560,752.00 3.175 3.220507,893.67
Antelope Valley Community Coll1790 MUN 220,000.0003667PFL1 08/01/2022 5772.60805/09/2017 227,242.40 2.266 2.298221,004.13
Antelope Valley Community Coll2069 MUN 500,000.0003667PFN7 08/01/2024 1,3083.02608/16/2019 540,805.00 1.876 1.902519,122.35
State of Arkansas1913 MUN 320,000.00041042ZW5 06/01/2022 5162.87501/26/2018 332,278.40 2.486 2.520321,509.70
Burlingame School District1548 MUN 585,000.00121457EQ4 08/01/2025 1,6736.23802/24/2016 667,637.10 3.557 3.606644,313.04
Cabrillo Community College Dis2119 MUN 2,000,000.00127109QD1 08/01/2027 2,4032.38510/08/2019 2,100,260.00 2.342 2.3752,000,000.00
Carlsbad Unified School Dist .1547 MUN 300,000.00142665DH8 08/01/2021 2124.58402/24/2016 307,110.00 2.130 2.159303,962.74
Carlsbad Unified School Dist .1556 MUN 1,250,000.00142665DH8 08/01/2021 2124.58403/04/2016 1,279,625.00 2.138 2.1681,266,433.76
Carlsbad Unified School Dist .1753 MUN 350,000.00142665DH8 08/01/2021 2124.58402/17/2017 358,295.00 2.317 2.350354,287.72
Carlsbad Unified School Dist .1857 MUN 305,000.00142665DJ4 08/01/2026 2,0385.23409/27/2017 373,289.50 2.850 2.890339,992.37
Cerritos Community College Dis1523 MUN 500,000.00156792GV9 08/01/2021 2122.78101/27/2016 506,325.00 2.012 2.040502,033.85
Cerritos Community College Dis1876 MUN 55,000.00156792GW7 08/01/2022 5772.97111/30/2017 57,043.80 2.416 2.45055,425.77
Contra Costa Community College2103 MUN 400,000.00212204JJ1 08/01/2028 2,7692.21309/12/2019 424,604.00 2.071 2.100403,106.35
Contra Costa Community College2120 MUN 990,000.00212204JK8 08/01/2029 3,1342.26309/20/2019 1,049,340.60 2.505 2.539969,307.36
Contra Costa Community College2244 MUN 1,500,000.00212204JK8 08/01/2029 3,1342.26302/07/2020 1,589,910.00 2.100 2.1301,515,422.85
Contra Costa Community College2291 MUN 320,000.00212204JF9 08/01/2025 1,6731.91803/09/2020 336,204.80 1.128 1.143330,981.42
State of Delaware1952 MUN 1,500,000.002463807H6 07/01/2022 5463.50005/03/2018 1,573,500.00 2.927 2.9671,511,171.30
Fremon Union High School Distr1646 MUN 525,000.00357172VA0 02/01/2026 1,8576.08006/28/2016 638,646.75 2.994 3.035595,950.26
Fullerton School District1916 MUN 995,000.00359819DN6 08/01/2026 2,0383.16002/14/2018 1,081,724.20 3.028 3.070999,364.84
Fullerton School District1917 MUN 750,000.00359819DM8 08/01/2025 1,6733.04002/14/2018 826,410.00 2.959 3.000751,215.85
Fullerton School District2085 MUN 365,000.00359819DN6 08/01/2026 2,0383.16008/29/2019 396,813.40 1.913 1.940388,157.67
State of Georgia1613 MUN 500,000.00373384RU2 10/01/2022 6383.57005/17/2016 529,010.00 1.878 1.904513,698.52
State of Georgia1645 MUN 365,000.00373384W69 02/01/2023 7613.25006/27/2016 387,067.90 1.898 1.925374,417.51
State of Georgia1666 MUN 1,825,000.003733844V5 02/01/2025 1,4922.37507/29/2016 1,963,225.50 1.972 1.9991,850,574.62
State of Georgia1691 MUN 385,000.00373384RU2 10/01/2022 6383.57009/26/2016 407,337.70 1.630 1.653397,266.42
State of Georgia1775 MUN 250,000.00373384RX6 10/01/2025 1,7344.00004/10/2017 291,075.00 2.739 2.777262,860.03
State of Georgia1919 MUN 1,095,000.00373384RY4 10/01/2026 2,0994.31001/26/2018 1,318,544.25 2.979 3.0201,165,924.28
State of Georgia1945 MUN 200,000.00373384RY4 10/01/2026 2,0994.31003/19/2018 240,830.00 3.204 3.248210,559.63
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 14
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Municipal Bonds
State of Georgia1962 MUN 390,000.00373384SP2 10/01/2023 1,0033.74010/25/2018 426,519.60 3.093 3.136395,954.55
State of Georgia1967 MUN 350,000.00373385BU6 02/01/2027 2,2222.72010/31/2018 388,283.00 3.412 3.460336,386.24
State of Georgia1980 MUN 1,200,000.00373384PB6 11/01/2027 2,4955.01411/30/2018 1,528,344.00 3.649 3.7001,291,033.02
State of Georgia2086 MUN 1,500,000.00373384RV0 10/01/2023 1,0033.72008/29/2019 1,639,650.00 1.749 1.7741,577,084.82
State of Georgia2229 MUN 425,000.00373384RY4 10/01/2026 2,0994.31001/31/2020 511,763.75 1.837 1.863480,942.44
State of Georgia2332 MUN 1,000,000.00373384RW8 10/01/2024 1,3693.82003/23/2020 1,126,690.00 1.889 1.9151,068,002.78
City of Glendora2109 MUN 1,345,000.00378612AL9 06/01/2028 2,7082.26509/16/2019 1,440,616.05 2.318 2.3501,337,348.04
City of Glendora2137 MUN 400,000.00378612AL9 06/01/2028 2,7082.26510/02/2019 428,436.00 2.194 2.225401,068.34
State of Hawaii1685 MUN 1,045,000.00419792DA1 10/01/2026 2,0993.15010/19/2016 1,162,217.65 2.431 2.4651,081,275.94
State of Hawaii1852 MUN 225,000.00419791YP7 02/01/2022 3964.80009/21/2017 235,818.00 2.071 2.100231,255.96
State of Hawaii1944 MUN 1,000,000.00419792NH5 10/01/2022 6381.92103/20/2018 1,028,540.00 2.584 2.620988,531.76
State of Hawaii1946 MUN 355,000.00419791YP7 02/01/2022 3964.80003/21/2018 372,068.40 2.761 2.800362,239.24
State of Hawaii1947 MUN 1,500,000.00419792NH5 10/01/2022 6381.92103/29/2018 1,542,810.00 2.663 2.7001,480,861.13
State of Hawaii1961 MUN 250,000.00419791YS1 02/01/2025 1,4925.23010/25/2018 297,340.00 3.363 3.410266,591.26
State of Hawaii1981 MUN 500,000.00419791YV4 02/01/2028 2,5875.48011/30/2018 646,780.00 3.687 3.739551,772.49
State of Hawaii1995 MUN 800,000.00419791YT9 02/01/2026 1,8575.33012/06/2018 982,816.00 3.304 3.350871,045.22
State of Hawaii2019 MUN 750,000.00419792NH5 10/01/2022 6381.92101/17/2019 771,405.00 2.613 2.650740,936.08
State of Hawaii2331 MUN 1,000,000.00419792YK6 01/01/2021 03.25003/23/2020 1,000,000.00 1.327 1.3461,000,000.00
City of Los Angeles1748 MUN 1,000,000.00544351KS7 09/01/2023 9732.64002/14/2017 1,060,200.00 2.784 2.8231,000,724.99
City of Los Angeles1879 MUN 1,090,000.00544351KR9 09/01/2022 6082.44012/11/2017 1,127,681.30 2.355 2.3881,090,880.98
City of Los Angeles1969 MUN 295,000.00544351NP0 09/01/2026 2,0693.30011/02/2018 335,087.55 3.530 3.579290,941.75
City of Los Angeles2008 MUN 1,000,000.00544351MS5 09/01/2026 2,0693.50001/07/2019 1,146,920.00 3.077 3.1191,019,000.00
City of Los Angeles2200 MUN 840,000.00544351NQ8 09/01/2027 2,4343.40001/06/2020 967,100.40 2.360 2.393891,223.23
City of Los Angeles2213 MUN 985,000.00544351LQ0 09/01/2029 3,1653.05001/22/2020 1,089,764.60 2.413 2.4461,030,640.44
City of Los Angeles2283 MUN 1,000,000.00544351KV0 09/01/2026 2,0693.15003/05/2020 1,127,620.00 1.519 1.5411,086,446.75
Los Angeles Dept. of WTR & PWR1949 MUN 1,500,000.00544495VX9 07/01/2027 2,3725.51603/29/2018 1,906,545.00 3.254 3.3001,684,812.24
Los Angeles Dept. of WTR & PWR1965 MUN 425,000.00544495VX9 07/01/2027 2,3725.51610/29/2018 540,187.75 3.600 3.650468,828.72
Los Angeles Dept. of WTR & PWR1975 MUN 300,000.00544525NW4 07/01/2022 5465.18111/07/2018 320,796.00 3.166 3.210308,300.96
State of Massachusetts2227 MUN 250,000.0057582PUT5 05/01/2029 3,0424.91001/30/2020 321,017.50 2.331 2.363297,402.43
State of Maryland1689 MUN 485,000.005741925C0 03/01/2022 4244.30009/16/2016 507,959.90 1.534 1.555499,864.40
State of Maryland1762 MUN 1,000,000.00574193NC8 03/15/2022 4382.25003/22/2017 1,024,470.00 2.219 2.2501,000,000.00
State of Maryland1941 MUN 1,500,000.00574193PU6 03/15/2021 732.48003/21/2018 1,506,825.00 2.406 2.4401,500,117.82
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 15
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Municipal Bonds
State of Maryland1943 MUN 1,280,000.005741925D8 03/01/2023 7894.40003/20/2018 1,394,060.80 2.633 2.6701,324,656.12
State of Maryland1958 MUN 1,690,000.005741926L9 08/01/2024 1,3084.20010/19/2018 1,924,757.90 3.413 3.4611,730,172.25
State of Maryland2184 MUN 500,000.005741926N5 08/01/2025 1,6734.35012/16/2019 589,685.00 2.089 2.118547,951.85
State of Maryland - Dept/Trans2134 MUN 1,000,000.00574204WH2 06/15/2023 8954.45010/15/2019 1,095,810.00 1.893 1.9201,059,696.79
State of Michigan2002 MUN 825,000.005946108C4 05/15/2026 1,9603.85012/21/2018 858,165.00 3.452 3.500838,541.81
Menlo Park City School Dist.2104 MUN 1,000,000.00586840ND8 07/01/2027 2,3722.21410/08/2019 1,063,960.00 2.183 2.2141,000,000.00
Mtn. View-Whisman School Dist.1348 MUN 500,000.0062451FFK1 08/01/2021 2122.97307/24/2014 507,455.00 2.893 2.933500,587.53
Marin Community College Dist.1858 MUN 500,000.0056781RGU5 08/01/2027 2,4033.27209/28/2017 572,120.00 2.791 2.830512,612.57
Marin Community College Dist.1973 MUN 120,000.0056781RGT8 08/01/2026 2,0383.17211/05/2018 135,325.20 3.452 3.500118,085.81
Marin Community College Dist.2084 MUN 250,000.0056781RJL2 08/01/2027 2,4033.33008/29/2019 286,980.00 1.874 1.900271,751.31
Marin Community College Dist.2287 MUN 310,000.0056781RJJ7 08/01/2025 1,6735.00003/06/2020 372,697.50 1.193 1.210361,970.50
Mt. San Antonio Community Coll1489 MUN 1,335,000.00623040GX4 08/01/2023 9424.10310/26/2015 1,464,388.20 2.490 2.5251,384,124.51
Mt. San Antonio Community Coll2208 MUN 230,000.00623040KQ4 08/01/2029 3,1342.56902/04/2020 252,335.30 2.533 2.569230,000.00
State of Mississippi1968 MUN 1,500,000.00605581LM7 11/01/2026 2,1303.75111/07/2018 1,762,560.00 3.377 3.4241,524,759.39
State of Mississippi1972 MUN 500,000.00605581LM7 11/01/2026 2,1303.75111/07/2018 587,520.00 3.401 3.449507,613.78
State of Mississippi2087 MUN 750,000.00605581HL4 12/01/2024 1,4302.98708/30/2019 825,495.00 1.745 1.770783,984.28
State of Mississippi2090 MUN 500,000.00605581HL4 12/01/2024 1,4302.98709/04/2019 550,330.00 1.783 1.807521,930.84
State of Mississippi2096 MUN 150,000.006055805W5 11/01/2025 1,7654.68109/09/2019 180,009.00 1.888 1.914168,887.10
State of Mississippi2189 MUN 250,000.006055805V7 11/01/2024 1,4004.51112/19/2019 289,047.50 2.079 2.108271,773.20
State of Mississippi2329 MUN 1,000,000.00605581LJ4 11/01/2023 1,0343.40803/20/2020 1,087,320.00 1.626 1.6491,048,068.08
City of Napa Solid Waste2055 MUN 595,000.00630337AL7 08/01/2024 1,3082.20008/08/2019 626,249.40 1.968 1.996599,118.14
State of New Hampshire1948 MUN 1,500,000.00644682M37 06/01/2021 1513.50003/22/2018 1,520,205.00 2.544 2.5801,505,479.11
New York St Envrnmntl Facs2007 MUN 450,000.0064985HWS2 07/15/2024 1,2912.12001/04/2019 471,987.00 2.860 2.900438,597.35
New York State Urban Dev Corp.2097 MUN 700,000.006500357D4 03/15/2026 1,8993.07009/09/2019 775,467.00 2.071 2.100732,867.69
New York State Envrnmntl Corp1933 MUN 2,000,000.0064986DEE1 06/15/2022 5302.43802/15/2018 2,057,140.00 2.624 2.6611,993,898.80
New York State Envrnmntl Corp2022 MUN 1,000,000.00649791CN8 03/01/2023 7894.69001/22/2019 1,085,150.00 2.752 2.7911,038,604.46
New York State Envrnmntl Corp2024 MUN 1,000,000.00649791CN8 03/01/2023 7894.69002/08/2019 1,085,150.00 2.751 2.7901,038,653.45
New York State Envrnmntl Corp2146 MUN 1,500,000.00649791PQ7 02/15/2025 1,5062.12010/31/2019 1,575,045.00 2.063 2.0911,501,717.70
New York State Envrnmntl Corp2224 MUN 580,000.00649791PS3 02/15/2027 2,2362.36001/30/2020 615,896.20 1.933 1.960593,201.74
City of Oakland2293 MUN 1,500,000.00672240WY0 01/15/2030 3,3012.11003/09/2020 1,582,995.00 1.436 1.4561,582,203.42
City of Oakland2307 MUN 1,500,000.00672240WY0 01/15/2030 3,3012.11003/13/2020 1,582,995.00 1.638 1.6611,555,934.44
City of Oakland2313 MUN 1,080,000.00672240WY0 01/15/2030 3,3012.11003/16/2020 1,139,756.40 2.247 2.2791,065,193.98
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 16
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Municipal Bonds
City of Oakland2316 MUN 1,500,000.00672240WX2 01/15/2029 2,9362.07003/16/2020 1,582,620.00 2.151 2.1811,487,710.29
Ohlone Community College Distr2165 MUN 600,000.00677765GY9 08/01/2027 2,4032.23711/22/2019 639,642.00 2.271 2.303597,606.89
Ohlone Community College Distr2175 MUN 280,000.00677765GY9 08/01/2027 2,4032.23712/06/2019 298,499.60 2.327 2.360277,933.33
Ohlone Community College Distr2179 MUN 970,000.00677765HA0 08/01/2029 3,1342.33712/11/2019 1,032,283.70 2.382 2.415964,212.71
Ohlone Community College Distr2341 MUN 1,185,000.00677765GZ6 08/01/2028 2,7692.28705/08/2020 1,261,539.15 1.849 1.8751,219,119.24
State of Ohio1550 MUN 1,500,000.00677522HZ0 05/01/2021 1201.57003/09/2016 1,506,405.00 1.548 1.5691,500,000.00
State of Ohio1688 MUN 800,000.00677522JB1 05/01/2023 8502.11009/13/2016 832,776.00 1.764 1.788805,628.14
State of Ohio1742 MUN 2,000,000.00677522JB1 05/01/2023 8502.11001/31/2017 2,081,940.00 2.485 2.5201,982,386.13
State of Ohio1832 MUN 900,000.006775207G7 04/01/2024 1,1864.97106/30/2017 1,031,517.00 2.416 2.450967,563.53
State of Ohio2308 MUN 500,000.00677521CT1 09/01/2026 2,0695.26203/13/2020 621,710.00 1.710 1.734594,148.45
Orchard School District1910 MUN 200,000.00685585FD8 08/01/2027 2,4033.12501/25/2018 219,994.00 3.208 3.253198,593.47
State of Oregon1682 MUN 570,000.0068609BGH4 05/01/2022 4852.50008/29/2016 586,917.60 1.528 1.550576,884.22
State of Oregon1974 MUN 500,000.0068607LXQ5 06/01/2027 2,3425.89211/06/2018 627,250.00 3.516 3.565554,604.27
State of Oregon2003 MUN 300,000.0068608USE7 08/01/2025 1,6732.87712/21/2018 317,265.00 3.156 3.200296,021.28
State of Oregon2015 MUN 445,000.0068607LXQ5 06/01/2027 2,3425.89201/16/2019 558,252.50 3.537 3.587501,399.17
State of Oregon2223 MUN 570,000.0068609TDT2 05/01/2024 1,2163.22701/30/2020 622,348.80 1.641 1.664598,539.46
State of Oregon2230 MUN 495,000.0068607LXQ5 06/01/2027 2,3425.89201/31/2020 620,977.50 2.583 2.619588,988.12
State of Oregon2266 MUN 1,000,000.0068607LXQ5 06/01/2027 2,3425.89202/24/2020 1,254,500.00 2.482 2.5171,196,725.14
State of Oregon2310 MUN 350,000.0068609BXT9 05/01/2027 2,3113.08003/13/2020 396,725.00 1.302 1.320387,061.17
State of Oregon2378 MUN 355,000.0068609TVS4 06/01/2030 3,4381.67207/02/2020 364,634.70 1.433 1.452361,797.86
City of Pacifica2138 MUN 1,015,000.0069511AAS3 06/01/2025 1,6122.56310/23/2019 1,096,027.45 2.469 2.5031,017,439.17
City of Pacifica2139 MUN 580,000.0069511AAT1 06/01/2026 1,9772.66310/23/2019 633,887.80 2.611 2.647580,428.05
Pasadena CA Public Finance Aut1985 MUN 665,000.00702274CP4 12/01/2023 1,0643.43812/06/2018 720,826.75 3.205 3.250668,337.60
Palo Alto Unified School Dist.1192 MUN 2,000,000.00697379UE3 08/01/2021 2122.44105/10/2013 2,023,280.00 2.031 2.0602,004,066.67
Palo Alto Unified School Dist.1193 MUN 1,800,000.00697379UE3 08/01/2021 2122.44105/13/2013 1,820,952.00 2.031 2.0601,803,659.88
Palo Alto Unified School Dist.1195 MUN 1,990,000.00697379UE3 08/01/2021 2122.44105/15/2013 2,013,163.60 2.051 2.0801,993,831.22
Palo Alto Unified School Dist.1437 MUN 200,000.00697379UE3 08/01/2021 2122.44101/27/2015 202,328.00 2.041 2.070200,402.80
Palo Alto Unified School Dist.1610 MUN 1,000,000.00697379UE3 08/01/2021 2122.44105/12/2016 1,011,640.00 1.528 1.5501,004,972.27
Redondo Beach Unified School D2388 MUN 750,000.00757710UE6 08/01/2030 3,4991.66008/06/2020 762,922.50 1.439 1.459763,416.13
State of Rhode Island2192 MUN 260,000.0076222RYN6 01/15/2025 1,4752.00012/20/2019 273,299.00 2.231 2.262259,550.49
State of Rhode Island2219 MUN 1,500,000.0076222RXB3 04/01/2028 2,6473.25001/27/2020 1,706,235.00 2.077 2.1061,613,646.71
State of Rhode Island2239 MUN 550,000.0076222RXB3 04/01/2028 2,6473.25002/06/2020 625,619.50 1.990 2.018595,060.52
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 17
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Municipal Bonds
Redwood City School District2130 MUN 1,000,000.00757889EH9 08/01/2027 2,4032.28410/16/2019 1,065,760.00 2.252 2.2841,000,000.00
Redwood City School District2253 MUN 1,095,000.00757889EG1 08/01/2026 2,0382.15902/13/2020 1,151,283.00 1.727 1.7511,118,474.91
Santa Barbara Unified School D2385 MUN 490,000.00801315KU5 08/01/2029 3,1341.65307/21/2020 500,192.00 1.483 1.504495,818.80
San Bernardino Cmty College Di2166 MUN 1,500,000.00796720NC0 08/01/2028 2,7692.59012/12/2019 1,635,090.00 2.554 2.5901,500,000.00
San Bernardino Cmty College Di2365 MUN 2,000,000.00796720NV8 08/01/2029 3,1341.84807/07/2020 2,064,820.00 1.822 1.8482,000,000.00
County of Santa Clara1897 MUN 1,340,000.00801546PH9 08/01/2023 9422.50001/11/2018 1,409,586.20 2.436 2.4701,340,959.57
County of Santa Clara1899 MUN 1,460,000.00801546PJ5 08/01/2024 1,3082.68001/12/2018 1,566,711.40 2.643 2.6801,460,000.00
Santa Clara Vly Transportation1964 MUN 1,400,000.0080168NEL9 04/01/2021 904.64910/29/2018 1,414,112.00 3.008 3.0501,405,352.11
Santa Clara Valley Water Dist.2181 MUN 1,555,000.0080168ACV7 06/01/2028 2,7082.43412/12/2019 1,672,651.30 2.416 2.4501,553,325.10
Santa Cruz County Capital Fin.1906 MUN 465,000.0080181PCT2 06/01/2024 1,2472.50001/25/2018 493,839.30 2.968 3.010457,669.23
Santa Cruz County Capital Fin.1907 MUN 465,000.0080181PCU9 06/01/2025 1,6122.75001/25/2018 505,882.80 3.008 3.050459,509.36
Santa Cruz County Capital Fin.1908 MUN 470,000.0080181PCV7 06/01/2026 1,9773.00001/25/2018 522,005.50 3.107 3.150466,655.35
Santa Cruz County Capital Fin.1909 MUN 280,000.0080181PCW5 06/01/2027 2,3423.00001/25/2018 303,861.60 3.205 3.250276,147.25
Sequoia Union High School Dist2320 MUN 400,000.00817409N35 07/01/2025 1,6421.73503/18/2020 422,664.00 1.381 1.400405,788.75
City & County of San Francisco1441 MUN 360,000.00797646NL6 06/15/2022 5304.95002/09/2015 383,558.40 2.416 2.450371,919.40
City & County of San Francisco1509 MUN 1,000,000.00797646NC6 06/15/2025 1,6265.45011/27/2015 1,208,790.00 3.067 3.1101,089,596.32
City & County of San Francisco1711 MUN 2,105,000.00797646T48 06/15/2025 1,6262.29011/01/2016 2,239,888.40 2.219 2.2492,108,372.07
City & County of San Francisco1712 MUN 245,000.00797646T55 06/15/2026 1,9912.39011/01/2016 263,007.50 2.376 2.410244,759.69
City & County of San Francisco1839 MUN 230,000.00797646T48 06/15/2025 1,6262.29007/14/2017 244,738.40 2.682 2.720226,057.18
City & County of San Francisco2014 MUN 1,420,000.00797646ND4 06/15/2026 1,9915.60001/16/2019 1,777,754.80 3.304 3.3501,573,174.19
City & County of San Francisco2148 MUN 1,120,000.007976466C5 06/15/2029 3,0872.10010/31/2019 1,178,217.60 2.337 2.3691,097,235.38
San Francisco Cmnty Facs Dist1937 MUN 680,000.0079772EBC2 09/01/2027 2,4343.25003/02/2018 745,565.60 3.451 3.499670,460.40
San Francisco Cmnty Facs Dist2132 MUN 350,000.0079772ECL1 09/01/2029 3,1653.64810/11/2019 395,860.50 2.398 2.431382,588.64
San Francisco Cmnty Facs Dist2309 MUN 130,000.0079772ECJ6 09/01/2027 2,4343.46803/13/2020 144,310.40 1.577 1.599145,191.18
SF Bay Area Rapid Transit Dist1938 MUN 2,100,000.00797669XU7 07/01/2021 1812.38703/07/2018 2,122,659.00 2.494 2.5282,098,588.74
SF Bay Area Rapid Transit Dist1939 MUN 1,500,000.00797669XU7 07/01/2021 1812.38703/07/2018 1,516,185.00 2.497 2.5311,498,969.55
SF Bay Area Rapid Transit Dist2018 MUN 875,000.00797669XU7 07/01/2021 1812.38701/17/2019 884,441.25 2.544 2.579874,192.22
SF Bay Area Rapid Transit Dist2029 MUN 200,000.00797669XW3 07/01/2023 9112.62102/25/2019 210,974.00 2.672 2.710199,580.46
San Jose Evergreen Cmnty Colll1966 MUN 315,000.00798189PK6 09/01/2027 2,4343.72810/29/2018 361,182.15 3.676 3.727315,000.00
San Jose Evergreen Cmnty Colll2105 MUN 500,000.00798189QA7 08/01/2028 2,7692.35010/01/2019 536,785.00 2.317 2.350500,000.00
San Jose Unified School Dist.1435 MUN 580,000.00798186C83 08/01/2023 9422.50001/29/2015 609,359.60 2.663 2.700577,338.23
Santa Monica Cmnty College Dis2025 MUN 215,000.00802385QW7 08/01/2022 5772.90802/19/2019 224,053.65 2.714 2.752215,508.16
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 18
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Municipal Bonds
Santa Monica Cmnty College Dis2091 MUN 315,000.00802385RC0 08/01/2028 2,7693.47209/05/2019 369,003.60 1.972 2.000347,059.02
San Mateo Union High School Dt1518 MUN 180,000.00799017KV9 09/01/2021 2432.72001/19/2016 182,723.40 2.046 2.075180,726.62
San Mateo Union High School Dt1902 MUN 1,000,000.00799017UW6 09/01/2025 1,7042.69901/16/2018 1,091,970.00 2.786 2.825994,730.49
San Mateo Union High School Dt1940 MUN 1,000,000.00799017UW6 09/01/2025 1,7042.69903/09/2018 1,091,970.00 2.959 3.000987,493.61
San Mateo Union High School Dt2178 MUN 1,565,000.00799017VM7 09/01/2028 2,8002.54212/11/2019 1,681,936.80 2.311 2.3431,586,363.15
Solano Cnty Community Clg Dist2176 MUN 1,150,000.0083412PFQ0 08/01/2028 2,7692.71712/09/2019 1,258,836.00 2.462 2.4961,167,180.49
South Pasadena Unified School1914 MUN 180,000.00839278JM1 08/01/2027 2,4033.00002/15/2018 196,142.40 3.057 3.100178,978.13
South Pasadena Unified School2161 MUN 370,000.00839278KC1 08/01/2029 3,1345.00012/12/2019 461,837.70 2.598 2.634435,967.98
South Pasadena Unified School2162 MUN 250,000.00839278KB3 08/01/2028 2,7695.00012/12/2019 308,270.00 2.549 2.584290,809.50
South Pasadena Unified School2163 MUN 145,000.00839278KA5 08/01/2027 2,4035.00012/12/2019 176,153.25 2.500 2.534166,276.55
South Pasadena Unified School2164 MUN 390,000.00839278JZ2 08/01/2026 2,0385.00012/12/2019 462,189.00 2.378 2.411441,798.43
San Rafael City High Sch Distr2150 MUN 1,755,000.00799289MR1 08/01/2024 1,3081.96511/13/2019 1,847,944.80 1.938 1.9651,755,000.00
Sunnyvale Elementary Sch Distr2100 MUN 135,000.00867578UT1 09/01/2028 2,8002.19009/19/2019 140,271.75 2.157 2.187135,000.00
Sunnyvale Elementary Sch Distr2101 MUN 135,000.00867578US3 09/01/2027 2,4342.09009/19/2019 140,193.45 2.061 2.090135,000.00
State of Tennessee1673 MUN 1,000,000.00880541XY8 08/01/2026 2,0382.11608/25/2016 1,066,360.00 1.923 1.9501,008,380.62
State of Tennessee1674 MUN 1,650,000.00880541XX0 08/01/2025 1,6732.06608/25/2016 1,749,858.00 1.893 1.9201,660,084.14
State of Tennessee1676 MUN 700,000.00880541XX0 08/01/2025 1,6732.06608/25/2016 742,364.00 1.893 1.920704,278.12
State of Tennessee2001 MUN 205,000.00880541QU4 08/01/2024 1,3083.72812/20/2018 228,103.50 2.860 2.900210,571.64
State of Texas1482 MUN 920,000.00882723PP8 10/01/2021 2732.58910/14/2015 936,422.00 1.864 1.890924,539.92
State of Texas1708 MUN 110,000.00882722VJ7 04/01/2022 4553.67310/19/2016 114,544.10 1.825 1.850112,373.58
State of Texas1855 MUN 250,000.00882723EN5 08/01/2025 1,6733.83209/22/2017 263,927.50 2.747 2.785260,695.25
State of Texas2013 MUN 1,000,000.00882722VH1 04/01/2021 903.52301/11/2019 1,007,720.00 3.503 3.5521,001,785.37
State of Texas2195 MUN 1,500,000.008827237P8 10/01/2025 1,7343.05112/23/2019 1,676,100.00 1.975 2.0031,570,136.33
State of Texas2225 MUN 940,000.008827237T0 10/01/2029 3,1953.52101/30/2020 1,077,587.80 2.191 2.2211,035,694.48
State of Texas2255 MUN 1,265,000.008827237T0 10/01/2029 3,1953.52102/14/2020 1,450,158.05 2.192 2.2221,393,725.70
State of Texas2311 MUN 250,000.008827237N3 10/01/2024 1,3692.89903/16/2020 273,332.50 1.231 1.248264,998.62
University of California2077 MUN 1,500,000.0091412GQG3 05/15/2025 1,5953.05008/26/2019 1,661,775.00 1.930 1.9571,567,435.85
University of California2095 MUN 1,000,000.0091412GQG3 05/15/2025 1,5953.05009/09/2019 1,107,850.00 1.797 1.8211,050,774.19
State of Utah1731 MUN 610,000.00917542QR6 07/01/2024 1,2774.55401/04/2017 659,416.10 2.904 2.944640,627.16
State of Utah1990 MUN 1,000,000.00917542QU9 07/01/2021 1813.36911/29/2018 1,015,190.00 2.959 3.0001,001,757.51
State of Utah2306 MUN 1,500,000.00917542QV7 07/01/2025 1,6423.53903/13/2020 1,631,880.00 1.948 1.9751,599,708.96
State of Washington1672 MUN 250,000.0093974DHW1 08/01/2022 5772.74008/08/2016 259,910.00 1.504 1.524254,569.90
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
December 31, 2020
Par Value
Days To
Maturity
Maturity
Date
Current
RateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 19
CUSIP Investment #Issuer
Purchase
Date Book Value
YTM
360
YTM
365
Municipal Bonds
State of Washington1721 MUN 515,000.0093974CPH7 08/01/2022 5774.63612/05/2016 550,478.35 2.465 2.500531,143.81
State of Washington1778 MUN 1,500,000.0093974CPG9 08/01/2021 2124.58604/12/2017 1,536,960.00 2.081 2.1101,520,600.06
State of Washington1802 MUN 485,000.0093974CRC6 08/01/2024 1,3084.66905/23/2017 559,141.95 2.416 2.450520,152.92
State of Washington2196 MUN 500,000.0093974CRC6 08/01/2024 1,3084.66912/24/2019 576,435.00 1.978 2.005545,360.20
State of Wisconsin2000 MUN 500,000.0097705LA49 05/01/2022 4853.80012/19/2018 505,645.00 3.076 3.119504,269.31
Subtotal and Average 161,048,836.27 156,825,000.00 169,832,319.40 2.372 2.405 1,582
Supranationals (World Bank) Bonds
Inter-American Dev. Bank1978 IADB 1,500,000.004581X0CZ9 09/14/2022 6211.75011/09/2018 1,540,125.00 3.106 3.1501,466,560.74
Intl Bk Recon & Development1976 IBRD 1,500,000.00459056LD7 01/19/2023 7487.62511/08/2018 1,724,910.00 3.111 3.1551,627,747.83
Intl Bk Recon & Development1982 IBRD 1,000,000.00459058GL1 09/27/2023 9993.00011/27/2018 1,074,520.00 3.018 3.060998,468.83
Intl Bk Recon & Development2028 IBRD 1,500,000.0045905U2D5 02/15/2024 1,1402.50002/28/2019 1,503,420.00 2.990 3.0311,500,000.00
Intl Bk Recon & Development2106 IFC 1,500,000.0045950VNF9 09/20/2024 1,3581.70009/20/2019 1,511,985.00 1.676 1.7001,500,000.00
International Finance Corp.2012 IFC 2,000,000.0045950VMY9 01/15/2024 1,1092.50001/23/2019 2,001,140.00 3.103 3.1472,000,000.00
International Finance Corp.2023 IFC 1,500,000.0045950VNC6 02/15/2024 1,1402.62502/15/2019 1,503,540.00 3.054 3.0971,500,000.00
International Finance Corp.2217 IFC 1,266,000.0045950VNR3 01/15/2025 1,4751.62501/27/2020 1,279,280.34 2.186 2.2161,266,000.00
International Finance Corp.2441 IFC 1,000,000.0045950VPE0 10/15/2025 1,7480.25010/30/2020 995,990.00 0.497 0.5041,000,000.00
International Finance Corp.2454 IFC 1,500,000.0045950VPH3 11/15/2025 1,7790.25011/30/2020 1,500,690.00 0.683 0.6921,500,000.00
Subtotal and Average 14,358,777.40 14,266,000.00 14,635,600.34 2.418 2.451 1,189
Total Investments and Average 538,787,464.05 532,059,507.42 553,790,563.14 1.754 1.778 1,425
Portfolio CPA
AP
Run Date: 01/24/2021 - 00:58 FI (PRF_FI) 7.3.11
Report Ver. 7.3.11
1 General Investment Guidelines:
a)The max. stated final maturity of individual securities in the portfolio should be 10 years.Full Compliance
b)A max. of 30 percent of the par value of the portfolio shall be invested in securities with maturities
beyond 5 years.27.4%
c)The City shall maintain a minimum of one month's cash needs in short term investments.Full Compliance
d)At least $50 million shall be maintained in securities maturing in less than 2 years.
Plus two managed pool accounts which provide instant liquidity:
- Local Agency Investment Fund (LAIF) - maximum investment limit i $75 million $49.4 million
- Fidelity Investments $3.8 million
e)Should market value of the portfolio fall below 95 percent of the book value, report this fact within a
reasonable time to the City Council and evaluate if there are risk of holding securities to maturity.102.78%
d) Commitments to purchase securities newly introduced on the market shall be made no more than
three (3) working days before pricing.Full Compliance
f) Whenever possible, the City will obtain three or more quotations on the purchase or sale of
comparable securities (excludes new issues, LAIF, City of Palo Alto bonds, money market
accounts, and mutual funds).Full Compliance
2 U.S. Government Securities:Full Compliance
a)There is no limit on purchase of these securities.
b)Securities will not exceed 10 years maturity.
3 U.S. Government Agency Securities:Full Compliance
a)There is no limit on purchase of these securities except for:
Callable and Multi-step-up securities provided that:
- The potential call dates are known at the time of purchase;
- the interest rates at which they "step-up" are known at the time of purchase; and
- the entire face value of the security is redeemed at the call date.
- No more than 25 percent of the par value of portfolio.23.68%
b) Securities will not exceed 10 years maturity.
4 California State, California Local Government Agencies, and other United States State Bonds:Full Compliance
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 30 percent of the par value of the portfolio.29.73%
5 Certificates of Deposit (CD):Full Compliance
a) May not exceed 20 percent of the par value of the portfolio;None Held
b) No more than 10 percent of the par value of the portfolio in collateralized CDs in any institution.
c) Purchase collateralized deposits only from federally insured large banks that are rated by
a nationally recognized rating agency (e.g. Moody's, Fitch, and/or Standard & Poor's).
d) For non-rated banks, deposit should be limited to amounts federally insured (FDIC)
e) Rollovers are not permitted without specific instruction from authorized City staff.
6 Banker's Acceptance Notes (BA):Full Compliance
a) No more than 30 percent of the par value of the portfolio.None Held
b) Not to exceed 180 days maturity.
c) No more than $5 million with any one institution.
$135.2 million
1.97%
Attachment C
Investment Policy Compliance
As of December 31, 2020
Investment Policy Requirements
Compliance
Check / Actual
Attachment C
Investment Policy Compliance
As of December 31, 2020
Investment Policy Requirements
Compliance
Check / Actual
7 Commercial Paper:Full Compliance
a) No more than 15 percent of the par value of the portfolio.None Held
b) Having highest letter or numerical rating from a nationally recognized rating service.
c) Not to exceed 270 days maturity.
d) No more than $3 million or 10 percent of the outstanding commercial paper of any one institution,
whichever is lesser.
8 Short-Term Repurchase Agreement (REPO):Full Compliance
a) Not to exceed 1 year.None Held
b) Market value of securities that underlay a repurchase agreement shall be valued at 102 percent or
greater of the funds borrowed against those securities.
9 Money Market Deposit Accounts Full Compliance
a) Liquid bank accounts which seek to maintain a net asset value of $1.00.
10 Mutual Funds:Full Compliance
a) No more than 20 percent of the par value of the portfolio.None Held
b) No more than 10 percent of the par value with any one institution.
11 Negotiable Certificates of Deposit (NCD):Full Compliance
a) No more than 20 percent of the par value of the portfolio.7.18%
b) No more than $5 million in any one institution.Federally Insured
12 Medium-Term Corporate Notes:Full Compliance
a) No more than 10 percent of the par value of the portfolio.4.34%
b) Not to exceed 5 years maturity.
c) Securities eligible for investment shall have a minimum rating of AA or Aa2 from a nationally
recognized rating service.
d) No more than $5 million of the par value may be invested in securities of any single issuer, other
than the U.S. Government, its agencies and instrumentality.
e) If securities owned by the City are downgraded by either rating agencies to a level below AA it
shall be the City's policy to review the credit situation and make a determination as to whether
to sell or retain such securities.
13 Supranational Organizations Securities:Full Compliance
a) Securities will not exceed 5 years maturity 2.69%
b) No more than 20 percent of the par value of the portfolio.
c) No more than 10 percent in any one institution.
d) Securities eligible for investment shall have a minimum rating of AA or Aa2 from a nationally
recognized rating service.
14 Prohibited Investments:
a) Reverse Repurchase Agreements
b) Derivatives as defined in Appendix B of the Investment Policy
15 All securities shall be delivered to the City's safekeeping custodian, and held in the name of the
City, with the exception of :
- Certificates of Deposit, Mutual Funds, and Local Agency Investment Fund (LAIF)
Full Compliance
None Held
Full Compliance
City of Palo Alto (ID # 11908)
City Council Staff Report
Report Type: Information Reports Meeting Date: 2/22/2021
City of Palo Alto Page 1
Summary Title: Sand Hill Road Development Agreement - Area B
Title: Notification of Sand Hill Road Development Agreement - Special
Condition Area B Expiration
From: City Manager
Lead Department: Planning and Development Services
Recommendation
This is an informational report and no action is requested.
Background
The City and Stanford University entered into the Sand Hill Road Development Agreement
(Development Agreement) in August 1997. Key projects in the Development Agreement
included the development of Stanford West Apartments, Senior Housing (known as the Vi),
modifications at Stanford Shopping Center, and modifications to Sand Hill Road. The
Development Agreement expired overall in 2012, as discussed in the final annual monitoring
report presented to City Council on November 5, 2012.1
The Development Agreement identified a Special Condition Area B (Area B), shown in
Attachment A. Area B is located outside of the City’s jurisdiction but is within the City’s Sphere
of Influence (SOI) and Urban Service Area. According to the original Development Agreement
and subsequent amendments, Stanford was not to develop Area B until December 31, 2020
except regarding fields for academic and recreational uses (including the golf course) and
associated support facilities. An additional exception allowed Stanford to propose and
construct faculty, staff, or student housing within specified portions of Area B, regardless of the
December 31, 2020, date. The amendments to the Development Agreement adjusted the
locations for proposed housing and removed a portion of land in Area B where Stanford built
their new energy facility.
Discussion
1 City Manager Report, dated November 5, 2012:
https://www.cityofpaloalto.org/civicax/filebank/documents/31754
City of Palo Alto Page 2
This report provides notification to City Council of the expiration of the Area B development
restrictions identified in the Sand Hill Road Development Agreement, as of December 31, 2020.
If a new development proposal is submitted within Area B, the County staff forwards those
applications within the City’s Sphere of Influence to City staff for comment. Other than an
outdoor corporation yard proposed last year for small vehicles and materials for academic field
and landscape/turf maintenance, which was consistent with Area B restrictions, there are no
applications currently proposed by Stanford University for land within Area B.
In 2020, Santa Clara County initiated processes to prepare an update to the Stanford
Community Plan, as well as an associated detailed Municipal Services Study. City staff will
remain engaged in these updates, providing input on issues that may arise affecting the
interests of the City, including future improvement in Area B.
Policy Implications
The expiration of the Special Condition Area B development restrictions themselves do not
require any action on the part of the City. The City is already included by Santa Clara County as
a stakeholder for the newly initiated Stanford Community Plan update and Municipal Services
Study update; all of Stanford University lands are under consideration during the update
process.
Environmental Review
This is an informational report and not subject to the California Environmental Quality Act.
Attachments:
• Attachment A: Sand Hill Road Development Agreement Special Condition Area B
Location and Uses
Legend
Academic Growth Boundary
Revised Special -Condition
Area B. Development precluded
swim ow until December 31, 2420 except
recreation and academic fields
and associated support uses.
Housing allowed as shown..
Revised Area B
D Feet 500
120308jb 0130939
11
Legend
mum ■w
Academic Growth Boundary
Revised Special Condition
Area B. Development precluded
until December 31, 2020, -except
recreation and academic fields
and associated support uses,
Housing allowed as shown,.
Faculty/Staff/Student
htoileing allowed under
amended agreement
Area B Housing
f=eet 500
120308jb 0130939
18
City of Palo Alto (ID # 11995)
City Council Staff Report
Report Type: Information Reports Meeting Date: 2/22/2021
City of Palo Alto Page 1
Summary Title: PTC Chair 2020 Report to Council
Title: Planning and Transportation Commission Chair's 2020 Report to Council
From: City Manager
Lead Department: Planning and Development Services
Every year the Chair of the Planning & Transportation Commission issues a report to City
Council. Attachment A features the letter from former Chair Cari Templeton. The letter
provides a summary on Commission activities over the past year and offers some insights on
the coming year.
Attachments:
Attachment A: PTC Chair 2020 Report to Council (PDF)
PLANNING & DEVELOPMENT SERVICES
250 Hamilton Avenue, 5th Floor
Palo Alto, CA 94301
(650) 329-2441
CITY OF PALO ALTO | 250 HAMILTON AVENUE, PALO ALTO, CA. 94301 | 650-329-2441
PALO ALTO PLANNING & TRANSPORTATION COMMISSION
2019-2020 REPORT TO COUNCIL
January 13, 2021
Honorable Mayor DuBois, Vice Mayor Burt, and City Council Members,
The Palo Alto Planning and Transportation Commission members and I would like to share a recap of our
2020 business and a look ahead to 2021. Over the course of 2020, we hosted nine Study Sessions on
topics including North Ventura Coordinated Area Plan (NVCAP), Residential Parking Program options,
transportation analysis methodology, and more. We also heard action items in which we recommended
Council update the Municipal Code to make it easier to install Electric Vehicles (EV) stalls in existing
parking lots, update Accessory Dwelling Unit (ADU) ordinances, accept a Below Market Rate (BMR)
Housing analysis, implement traffic calming in Crescent Park, and more. Our highest visibility projects
included recommendations on the Castilleja project to renovate the private school and the 788 San
Antonio Road project to build 102 new condominiums, including 16 BMR homes.
We accomplished all of this during the COVID-19 global pandemic which required unprecedented
shelter-in-place protocols, including moving our commission meetings online. Over the course of the
year, the Chair and Vice Chair worked closely with Staff to improve the presentation flow and public
communication to adapt to our online environment, and we had higher participation from the public
than ever before.
As we move forward into 2021, our City will be faced with challenges uniquely associated with COVID
recovery. We expect extraordinary housing needs to lead this conversation, especially affordable
housing. We will also experience a new focus on transportation needs, including improvements to
pedestrian and bike safety, as well as evaluating and improving retail-supporting programs like “Uplift
Local.” Extended sheltering-in-place will drive Palo Altans towards infrastructure improvements,
especially to make it easier to get high speed Internet for all students and those working from home,
and to encourage green home upgrades such as electric vehicle charger installations, which may be
easier to do while working from home. We anticipate that the Planning and Transportation Commission
will be at the forefront of many of these discussions, and are happy to help Council address these
challenges.
To close, we would like to thank each of our Commissioners for their perseverance and their
commitment during these complicated and challenging times. We are grateful for the work that Staff
has done to adjust and adapt to the pandemic and simultaneously continue forward with progress on
numerous projects. And finally, we express our sincere gratitude to the members of the public who have
shared their thoughts via email, in-person meetings, and online meetings. You and all our residents
inspire us to do this work.
Sincerely,
Carolyn “Cari” Templeton
Chair, Palo Alto Planning & Transportation Commission
SCHEDULE of MEETINGS
THIS IS A COURTESY NOTICE ONLY. MEETING DATES, TIMES, AND LOCATIONS ARE SUBJECT TO CHANGE. Almost all Palo
Alto Council and some Standing Committee meetings are cablecast live on Channel 26. If there happens to be concurrent
meetings, one meeting will be broadcast on Channel 29. The agendas for most meetings can be accessed by clicking on
“Agendas/Minutes/Reports” on the home web page.
Persons with disabilities who require auxiliary aids or services in using City facilities or programs, or who would like information on the City’s compliance with the Americans with Disabilities Act
(ADA) of 1990, may contact: ADA Coordinator, City of Palo Alto, 650-329-2550 (voice) or 329-1199 (TDD), ada@cityofpaloalto.org. Listening assistive devices are available in the Council
Chambers. Sign language interpreters will be provided upon request with 72 hours advance notice. Please advise the City Clerk's Office (650-329-2571) of meetings or changes by 3:00 p.m.
on Wednesdays for inclusion in the following week’s schedule.
02/11/2021
UNTIL FURTHER NOTICE ALL MEETINGS WILL BE VIRTUAL USING ZOOM
THURSDAY, FEBRUARY 11
Human Relations Commission Meeting, 7:00 PM
Sp. Parks & Recreation Commission Meeting, 7:00 PM
TUESDAY, FEBRUARY 16
Sp. Finance Committee Meeting, 6:00 PM
THURSDAY, FEBRUARY 18
Architectural Review Board Meeting, 8:30 AM
Sp. City/School Liaison Committee Meeting, 8:30 AM
Public Art Commission Meeting, 7:00 PM
MONDAY, FEBRUARY 22
Sp. City Council Meeting, 5:00 PM
TUESDAY, FEBRUARY 23
Parks & Recreation Commission Meeting, 7:00 PM
WEDNESDAY, FEBRUARY 24
Planning & Transportation Commission Meeting, 6:00 PM
THURSDAY, FEBRUARY 25
Historic Resources Board Meeting, 8:30 AM
MONDAY, MARCH 1
Sp. City Council Meeting, 5:00 PM
TUESDAY, MARCH 2
Sp. Finance Committee Meeting, 6:00 PM
WEDNESDAY, MARCH 3
Utilities Advisory Commission Meeting, 4:00 PM
THURSDAY, MARCH 4
Architectural Review Board Meeting, 8:30 AM
MONDAY, MARCH 8
Sp. City Council Meeting, 5:00 PM
TUESDAY, MARCH 9
Policy & Services Committee Meeting, 7:00 PM