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2022-11-07 City Council Agenda
1 City Council Special Meeting Monday, November 7, 2022 5:00 PM Council Chamber & Virtual Amended Agenda Amended agenda items appear below in Red Pursuant to AB 361 Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference/video conference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person. Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person. HOW TO PARTICIPATE VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900-6833 The meeting will be broadcast on Cable TV Channel 26, live on YouTube at https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center at https://midpenmedia.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. REVISED PUBLIC COMMENTS Public Comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to city.council@cityofpaloalto.org and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your email subject line. PowerPoints, videos, or other media to be presented during public comment are accepted only by email to city.clerk@cityofpaloalto.org at least 24 hours prior to the meeting. Once received, the City Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted. 2 Special Meeting November 7, 2022 Materials related to an item on this agenda submitted to the Board after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org. CALL TO ORDER SPECIAL ORDERS OF THE DAY (5:00 – 5:10 PM) 1.Proclamation Honoring Law Enforcement Records and Support Personnel Day - November 8, 2022 STUDY SESSION (5:10 – 6:40 PM) 2.Comprehensive Economic Development Strategy Update and Study Session AGENDA CHANGES, ADDITIONS AND DELETIONS PUBLIC COMMENT (6:40 – 7:00 PM) Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes. CONSENT CALENDAR (7:00 – 7:05 PM) Items will be voted on in one motion unless removed from the calendar by three Council Members. 3.Approve Minutes from the October 17, 2022 and October 24, 2022 City Council Meetings 4.Adoption of a Resolution Authorizing Use of Teleconferencing for Council Meetings During Covid-19 State of Emergency 5.Approval of Contract Number C23185109A With Daleo, Inc., in the Amount of $1,411,059 for Gas Main Replacement Project 24A (GS- 14003) at the Stanford Shopping Center; and Authorization for the City Manager to Negotiate and Execute Related Change Orders Not-to- Exceed of $141,106, for a Total Not-to-Exceed Amount of $1,552,165 6.Approve and Authorize the City Manager or Designee to Execute Contract C23184325A With Gierlich-Mitchell, Inc. With a Total Not-to- Exceed Amount of $100,058 for Sanitary Sewer Level Monitoring Systems 7.Approval of Amendment No. 1 to Contract # C21180078 with Blue Rhino Studios, Inc. in the Amount of $234,748 for Design and Fabrication of Additional Dinosaur Sculptures and Exhibits for the Palo Alto Junior Museum & Zoo for a total not-to-exceed amount of $449,464 Q&A Q&A Public Letter Presentation At-Places Memo 3 Special Meeting November 7, 2022 Materials related to an item on this agenda submitted to the Board after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org. 8.Approve and authorize the City Manager or their designee to execute Amendment No. 2 to contract No. C19174515 with Municipal Resource Group for Organizational Development, Succession Planning and Talent Acquisition Services for one additional year. 9.Adoption of a Resolution Vacating Public Utility Easement 773 Allen Court CITY MANAGER COMMENTS (7:05 – 7:25 PM) ACTION ITEMS Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 10.PUBLIC HEARING / LEGISLATIVE. Staff Recommendation to Introduce an Ordinance to Make Permanent Changes Contained in a Temporary Ordinance Amending Title 18 (Zoning) of the Palo Alto Municipal Code to Update Definitions, Broaden Permitted Uses and Provide Limits on Certain Uses through Updates to the Conditional Use Permit Thresholds. Environmental Review: CEQA Exemption 15061(b)(3) (7:25 – 8:20 PM) 11.Recommendation from the Policy and Services Committee to Adopt a City Council Values Statement (8:20 -9:20 PM) 12.Policy and Services Committee Recommendation that the City Council Adopt the 2023 Citywide Legislative Guidelines and Support the Tentative 2023 Legislative Work plan (9:20 – 10:30 PM) Supplemental Report Added & Amended Title COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS Members of the public may not speak to the item(s) ADJOURNMENT INFORMATION REPORTS Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda. 13.Investment Activity Report for the First Quarter, Fiscal Year 2023 14.FY 2022 Significant Gifts and Donations to the City 15.2022 City Council Priorities - Major Projects Quarterly Update Late Packet Report At-Places Memo Presentation Public Letter Presentation Presentation 4 Special Meeting November 7, 2022 Materials related to an item on this agenda submitted to the Board after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org. OTHER INFORMATION Standing Committee Meetings Policy & Services Committee meeting November 8, 2022 Canceled Public Comment Letters Schedule of Meetings 5 Special Meeting November 7, 2022 Materials related to an item on this agenda submitted to the Board after distribution of the agenda packet are available for public inspection at www.CityofPaloAlto.org. PUBLIC COMMENT INSTRUCTIONS Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments may be submitted by email to city.council@cityofpaloalto.org. 2. Spoken public comments using a computer will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom-based meeting. Please read the following instructions carefully. A. You may download the Zoom client or connect to the meeting in- browser. If using your browser, make sure you are using a current, up-to-date browser: Chrome 30+, Firefox 27+, Microsoft Edge 12+, Safari 7+. Certain functionality may be disabled in older browsers including Internet Explorer. B. You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. C. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. D. When called, please limit your remarks to the time limit allotted. E. A timer will be shown on the computer to help keep track of your comments. 3. Spoken public comments using a smart phone will be accepted through the teleconference meeting. To address the Council, download the Zoom application onto your phone from the Apple App Store or Google Play Store and enter the Meeting ID below. Please follow the instructions B-E above. 4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. CLICK HERE TO JOIN Meeting ID: 362 027 238 Phone:1(669)900-6833 City of Palo Alto (ID # 14749) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Special Orders of the Day City of Palo Alto Page 1 Title: Proclamation Honoring Law Enforcement Records and Support Personnel Day - November 8, 2022 From: City Manager Lead Department: Police Attachments: • Attachment1.a: Attachment A: Proclamation Honoring Law Enforcement Records and Support Staff 1 Packet Pg. 6 ______________________________ Pat Burt Mayor Proclamation Law Enforcement Records and Support Personnel Day November 8, 2022 WHEREAS, law enforcement agencies throughout the State depend upon law enforcement records and support personnel to provide them with vital services; and WHEREAS, law enforcement records and support personnel are crucial to helping law enforcement agencies identify, pursue, capture, and process suspected law breakers; and WHEREAS, these professionals continually use their expertise and experience to assist in tracking felons, maintaining criminal statistics, and improving apprehension strategies; and WHEREAS, the California Law Enforcement Association of Records Supervisors held its 49th Annual Training and Technology Conference on October 3 through 7, 2022; and WHEREAS, it is important to recognize the City of Palo Alto’s law enforcement records and support personnel for their valuable contributions to our law enforcement system. NOW, THEREFORE, I, Pat Burt, Mayor of the City of Palo Alto on behalf of the entire City Council do hereby proclaim November 8, 2022 as “Law Enforcement Records and Support Personnel Day” Presented: November 7, 2022 1.a Packet Pg. 7 City of Palo Alto (ID # 14907) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Study Session City of Palo Alto Page 1 Title: Comprehensive Economic Development Strategy Update and Study Session From: City Manager Lead Department: City Manager Recommendation Staff recommends that the Council receive this report and discuss the economic development activities currently underway. Executive Summary Several milestones have recently been completed reflecting the City’s priority of economic recovery and transition, including selection and onboarding a consultant (Streetsense) and hiring a dedicated staff position. This report and study session highlight economic development activities underway, provides an update on preparation of a comprehensive economic development strategy, and seeks Council input. As recognized by the Council when it directed staff to draft a comprehensive economic development strategy, Palo Alto has a unique economic ecosystem. This ecosystem is dependent on interconnected elements including residents, local businesses, Stanford, employees, large employers, business travelers, and other visitors. Through a comprehensive economic development strategy, the City will work not only to maintain the vibrancy of our local economic ecosystem, but also better position to attract and retain businesses that contribute to a sustained, desired community experience. Streetsense and their subcontractor HdL will present preliminary findings on emerging global, national, and regional trends. This includes factors such as spending, retail recovery trends, impacts from hybrid work schedules, and changes to travel – both business and leisure – as the world emerges from the pandemic. This study session provides Council an opportunity to participate in the information collection and interpretation phase that informs the drafting of the comprehensive economic development strategy. Perspectives on challenges, areas seen as opportunities, and areas of key focus will be incorporated in staff and consultant work underway. 2 Packet Pg. 8 City of Palo Alto Page 2 Background Since 2019, the City of Palo Alto has actively engaged in conversations regarding economic development, economic vitality, and the need for a dedicated economic development function in the City. The COVID-19 pandemic highlighted this, as the City took actions to support business and engaged with community stakeholders. In 2021, the City Council adopted Community and Economic Recovery as one of its four priorities for that year. The workplan for that priority included refining the scope of the City’s economic development activities. In FY 2022, the City contracted with the Good City Company to develop a scope of work to create an economic development strategy and an internal staffing plan. The goal of the Economic Development strategy is to sustain and enhance the economic vitality of Palo Alto through short-term and longer-term projects. The scope of work approved by the City Council in 2021 (Attachment A) was incorporated into the consultant search and the recruitment of a staff position. In February 2022, the City Council reaffirmed this area as a priority, choosing Economic Recovery and Transition as one of the four City Council priorities for 2022. On April 4, the City Council approved a workplan through CMR 14103. That workplan included 13 different work items that are currently planned or underway. Brief updates on each of those work items is included as Attachment B of this report; the full update on all work items for each of the four City Council priorities has been included as a separate packet item for November 7. Additionally, a number of other related initiatives are underway. At the end of August 2022, the City hired its first staff position dedicated to economic development since 2016. In September 2022, the City Council awarded the contract for development of a comprehensive economic development strategy to Streetsense’s public sector/non-profit team through CMR 14724. A full timeline of the City’s previous discussions regarding economic development through the past few years at City Council is included as Attachment C to this report. Discussion The November 7 Study Session highlights economic development activities underway, provides an update on the drafting of a comprehensive economic development strategy, and seeks Council input on that comprehensive strategy. Streetsense and their subcontractor HdL will present their preliminary findings on emerging global, national, and regional trends. This study session provides Council an opportunity to participate in the Immersion and Discovery (information collection and interpretation) phase and inform the drafting of the comprehensive economic development strategy. Specifically, staff seeks Council feedback on the following areas: 2 Packet Pg. 9 City of Palo Alto Page 3 - Areas presenting challenges for economic development, - Areas seen as opportunities for economic development, and - Areas of key focus and consensus for prioritizing resource allocation. Feedback, especially areas of general consensus from Council will be incorporated into the ongoing staff and consultant work. As a study session, staff anticipate broad discussion on this important topic. In anticipation of wide range of interests, the Council may wish to confirm consensus through “straw polls” on priorities. Economic Development Activities Currently Underway In addition to the 13 work items detailed in the Economic Recovery and Transition workplan, a number of economic development activities are taking place throughout the organization. The recently hired Economic Development Coordinator has immediately contributed to these efforts, helping departments connect and engage with partners. This has helped departments align on various projects and enhanced outreach to various stakeholders, including residents, businesses, and others. Priorities Underway/Ongoing: • In partnership with the Palo Alto Chamber of Commerce, staff are coordinating with local restaurants and retail to increase community awareness about opportunities to support local businesses throughout the holidays. Building on experience gained in 2020 and 2021, the City will use “Uplift Local” platforms to showcase holiday promotions to connect customers with local businesses. Local businesses wishing to participate in this effort can contact citymgr@cityofpaloalto.org with “Holiday Promotion” as the subject for more information. • Staff is in direct contact with various members of the community and connecting with businesses and residents. This is being done through one-on-ones, small groups, focus groups, and “on the street” visits. Engagements have resulted in responding to questions and requests for assistance from the business community, proactively understanding needs, coordinating and sharing information about city projects and initiatives, and addressing new issues. • Through this engagement, community feedback has been incorporated into active City initiatives such as the permanent parklet program, alternatives for California Avenue, and enhancing University Avenue. Introduction to Streetsense: Comprehensive Economic Development Strategy Streetsense and staff from HdL will share their in-progress work on November 7: • The purpose and goals of the comprehensive economic development strategy, 2 Packet Pg. 10 City of Palo Alto Page 4 • The phases and timeline of the development of the City’s economic strategy, and • Initial considerations and findings from work to date. As noted, Streetsense will share their preliminary findings on emerging global, national, and regional trends. This includes factors such as spending, retail trends, impacts from hybrid work schedules, and changes to travel – both business and leisure – as the world emerges from the pandemic. Palo Alto’s geographic location in the heart of Silicon Valley complicates the challenge the City faces. The City has not seen its daytime population return to pre-pandemic levels. Furthermore, the City faces steep competition up and down the Peninsula and in the greater Bay Area, not only for attracting employees but also for attracting and retaining unique retail and restaurant experiences. As part of addressing this competition, Streetsense will discuss the concept of commercial districts’ ‘Life Cycles’. This discussion will highlight some attributes of competitive “Class A” commercial districts compared to Palo Alto’s districts. Streetsense will provide any needed clarification on their preliminary findings, their process, and timeline. This study session format provides a forum for engagement with Council on this important strategy development process and inform next steps. As Council approved in the RFP scope of work and subsequent contract, Streetsense’s process includes three phases: 1) Immersion and Discovery (current phase), 2) Diagnostics - includes Strengths, Weaknesses, Opportunities, and Threats (SWOT) assessment, and 3) Recommended Strategies - the comprehensive economic development strategy. As part of the Immersion and Discovery (information collection and interpretation) phase, in September StreetSense collected observations and conducted interviews with stakeholders including residents, businesses, City staff, and others. Streetsense has also engaged additional stakeholders through phone calls, video calls, and e-mail. They have been reviewing numerous documents such as the Comprehensive Plan and pandemic- period reports, and synthesizing how global, national, and regional trends are impacting Palo Alto. Timeline Streetsense anticipates completing all three phases outlined in the scope of services by summer 2023. At the study session, Streetsense will review the timeline, interim milestones and work products for creating a comprehensive economic development strategy. Staff anticipates the next discussion with the Council will be scheduled in the first quarter of calendar year 2023 and will focus on the Diagnostics phase. 2 Packet Pg. 11 City of Palo Alto Page 5 Resource Impact Although the discussion on November 7 is not anticipated to affect immediate resource needs, the resources allocated to Economic Development are an important consideration. The City has ongoing funding for the Economic Development coordinator role and some ongoing funding for limited consultant support (less than $25,000 annually). As the City refines the scope of its economic development function, scaling to align may require further budgetary action. Staff will work with Streetsense to develop proposals that appropriately scale the City’s economic development function to align with Council’s feedback and will return with proposals for consideration through the development of the FY 2024 budget. Policy Implications The discussion, and ultimate adoption, of a comprehensive economic development strategy is consistent with existing City policies, including the Business and Economics Element of the Comprehensive Plan. That element of the comprehensive plan includes goals and polices related to a thriving economy, compatability and interdependence of businesses, a culture of innovation and business diversity, efficiency and predicatability from the City government, and retail centers and business employment districts. This work also addresses the 2022 Council priority of Economic Recovery and Transition. Stakeholder Engagement Community stakeholders, including residents and representatives from various business sectors, including restaurants, retailers, hoteliers, property owners, and others, have been engaged consistently through the City’s recent work on economic development. Throughout the COVID-19 pandemic, the City hosted roundtables with local businesses to hear areas of concern, connected businesses with grant opportunities, and created new channels to connect local patrons with local businesses. As the City transitions out of the pandemic, staff will continue to engage residents and businesses in meaningful dialogue to help inform and maintain the City’s economic vibrancy. Environmental Review Neither the City’s current economic development activities nor development of a comprehensive economic development strategy of the type anticipated here will directly or indirectly cause physical changes to the environment and therefore this study session is not a project under the California Environmental Quality Act (CEQA). Attachments: • Attachment2.a: Attachment A - Streetsense Scope of Services • Attachment2.b: Attachment B - Economic Recovery and Transition Priority Workplan Updates 2 Packet Pg. 12 City of Palo Alto Page 6 • Attachment2.c: Attachment C - Previous Economic Development CMRs 2 Packet Pg. 13 Professional Services Rev. Dec.15, 2020 Page 13 of 25 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. CONSULTANT will produce an Economic Development Workplan for the City of Palo Alto, a roadmap for interventions and strategies that can be implemented in the near-term (within three years) and iterated upon for longer-term success by providing the services outlined below: Task 1.0 – Define Economic Development Goals and deliver a summary memo of the goal setting workshop Task 1.1 – Document Review •CONSULTANT will review any publicly available data and relevant background data, including –but not limited to - area and comprehensive plans, business surveys, previous demographic/market studies, and real estate industry reports (including that of competitive submarkets) to inform understanding of conditions in Palo Alto. •CONSULTANT will seek to identify gaps in background information and resolve with the CITY at kickoff meeting. Task 1.2 – Site Visit •CONSULTANT will conduct a site visit to gather field data based on predefined study area boundaries, including an observational assessment of the public realm public realm/storefronts/access/visibility. •CONSULTANT’s site visit will include stakeholder interviews. Task 1.3 – Kickoff Meeting •CONSULTANT will facilitate a kickoff meeting with all project stakeholders (as mutually determined with the CITY) to establish baseline expectations for ongoing work. •Kickoff meeting will cover topics including: communication channels to ensure timely and high- quality delivery of project tasks, defining key commercial districts, discussing aspirational markets for comparison, and aligning project objective s methodology, schedule, deliverables, and protocols. •Project managers will be identified for both the CONSULTANT and the CITY. Task 1.4 – Goal Setting Workshop •CONSULTANT will facilitate a visioning session with the steering committee of key stakeholders in the City of Palo Alto to determine a set of measurable economic development goals (or Key Performance Indicators (KPIs). •CONSULTANT will work to elicit feedback from stakeholders on KPIs, which typically measure impact through numbers or ratios, e.g. a 20% increase in overnight stays. •The workshop will also identify potential tools for measuring those goals and lead partners to measure the KPIs. Task 2.0 – Economic Conditions Snapshot; Strengths, Weaknesses, Opportunities, and Threats (SWOT) Matrix; Presentation Deck for public Distribution DocuSign Envelope ID: 2CD5156D-1B0B-43D8-B20B-37A8C78B3918 12.a Packet Pg. 107 ATTACHMENT A - STREETSENSE SCOPE OF SERVICES 2.a Packet Pg. 14 Professional Services Rev. Dec.15, 2020 Page 14 of 25 Task 2.1 – Physical Environment Assessment • CONSULTANT will gather field data on existing conditions of key commercial districts and corridors through site visit and stakeholder conversations • CONSULTANT will assess major economic assets such as office campuses, manufacturing facilities, lodging facilities, and visitor destinations. • CONSULTANT will assess the strengths and weaknesses of the public realm, private, realm, and accessibility/visibility of each economic cluster o CONSULTANT will evaluate the public realm, including roadways, sidewalks, rails & trails, and public spaces that support access to, and mobility within and across, communities o CONSULTANT’S evaluation of the public realm shall include conditions and accessibility of existing open spaces that offer people places to gather and participate in economic activity o CONSULTANT will evaluate the private realm, including private assets, properties and buildings, and the balance of the physical environment. o CONSULTANT’S evaluation of the private realm will consider existing built assets and the location and site location characteristics (access to customer base, proximity to existing nodes, the ability to create sufficient concentration of offerings to support a new node) of underutilized opportunity sites as well as underlying ownership. Task 2.2. – Business Environment (Economic Activity) Assessment • CONSULTANT will explore and analyze the “Drivers” of the Palo Alto economy, including the anchors/destinations, concentrations/clusters of business activity (economic clusters), and local business mix and employment • CONSULTANT will assess each cluster and develop asset maps that identify key business anchors (Across sectors and industries) that drive economic activity and influence tenant mix within each area. • CONSULTANT will analyze the sales tax growth/contraction against baselines before COVID and during COVID and conduct an economic base analysis to estimate general rate of growth of business activity across sectors • CONSULTANT will determine if there are any competitive sectors/industries that would benefit from a focused strategy by the CITY in the future Task 2.3 – Commercial Real Estate Market Assessment • CONSULTANT will analyze qualitative and quantitative data to understand the supply and demand of commercial real estate in the region • CONSULTANT will identify if, and how much, latent demand exists in the Palo Alto submarket for new office, retail, and industrial development based on historic real estate performance • CONSULTANT will factor in submarket vacancy rates, construction rates, product type, price points, quality of space, and future competition into its analysis of latent demand DocuSign Envelope ID: 2CD5156D-1B0B-43D8-B20B-37A8C78B3918 12.a Packet Pg. 108 ATTACHMENT A - STREETSENSE SCOPE OF SERVICES 2.a Packet Pg. 15 Professional Services Rev. Dec.15, 2020 Page 15 of 25 Task 2.4 – Produce Economic Development Brochure • CONSULTANT will produce a succinct (two (2) to ten (10) page) brochure that can serve as a marketing tool to help generate interest in Palo Alto as a business location from potential businesses, investors, funders, and founders. Task 2.5 – Regulatory/Administrative Capacity Assessment • CONSULTANT will analyze the organizational capacity of the CITY to execute and implement economic development programs and initiatives • CONSULTANT will identify local leaders and partners (including anchor businesses and institutions such as local non-profit organizations) engaged in economic development • CONSULTANT will identify additional resources and funding that may be needed to successfully support implementation of strategies • CONSULTANT will assess the existing regulatory framework (including, but not limited to, zoning and permitting/licensing processes) that shape what can be built where o CONSULTANT will identify aspects of the regulatory framework that may impeded economic development or encourage market distortion • CONSULTANT will research and identify other operating challenges to local businesses through stakeholder conversations and business survey input Task 2.6 – SWOT Matrix of Assessment Findings • CONSULTANT will organize key findings from the assessments of the physical environment, businesses environment, commercial real estate, and administrative capacity into a SWOT matrix • CONSULTANT will facilitate a discussion of the SWOT matrix with the CITY to focus on priority areas for improvement Task 2.7 – City Council Presentations • CONSULTANT will present Economic Scan to City Council and conduct City Council outreach through coordination with CITY’s project manager • CONSULTANT will provide at least three City Council updates throughout the process at City Council meetings Task 3.0 - Summary Memo of Global and National Economic Trends • CONSULTANT will research industry-wide changes in business operations, business travel, and trends that serve as indicators for how consumer tastes/preferences are evolving • CONSULTANT’s trend assessment will analyze secondary data from a variety of sources, including, but not limited to, o Real Estate Brokerage Experts (via CBRE) o Real Estate Market Outlook Reports (e.g. JLL, Colliers, Newmark) o San Francisco Travel Association o World Travel and Tourism Council o Destination Analysts DocuSign Envelope ID: 2CD5156D-1B0B-43D8-B20B-37A8C78B3918 12.a Packet Pg. 109 ATTACHMENT A - STREETSENSE SCOPE OF SERVICES 2.a Packet Pg. 16 Professional Services Rev. Dec.15, 2020 Page 16 of 25 o Tourism Economics (Annual Economic Impact Reports) o Destination Palo Alto’s subscription data o Other publicly available reporting Task 4.0 – Draft Report of Strategies for Economic Development, Revisions, and Final Report of Strategies for Economic Development Task 4.1 – Research and Draft Report of Strategies for Economic Development • CONSULTANT will draft an economic development plan and strategy that prioritizes readily implementable short- and long-term actions and projects. • CONSULTANT will clearly outline key steps that the CITY and stakeholders can take to implement any project or recommendation. • CONSULTANT will include geographic focus areas of investment which may include economic clusters or specific opportunity parcels or sites. • CONSULTANT’s draft report recommendations may include, but is not limited to, the following areas: o Redevelopment in the public realm: Includes any improvements to existing transportation networks, public utility extensions, placemaking/tactical improvements, public space capital projects, and signage and wayfinding. o Redevelopment in the Private realm: includes programmatic interventions to support and/or incentivize private sector investments in real property improvements. o Business retention and attraction: includes programs that support business attraction, expansions, and relocation (e.g. workforce training, relocation incentives, and other) o Marketing and Promotion: includes tolls that will increase visits and raise awareness of the City’s assets and retail/dining offerings, particularly through digital platforms. o Administrative capacity: includes strategies to address issues of capacity that might otherwise impede implementation of strategies (including capacity-building programs and partnerships with anchor businesses) as well as recommendations to address regulatory or zoning issues that may impede business growth and vitality. Task 4.2 – Feedback from the City of Palo Alto • CITY shall provide feedback on the draft report provided by CONSULTANT • CONSULTANT will facilitate a City Council working session on draft strategies after CITY feedback has been incorporated Task 4.3 – Finalize and Present Report of Strategies for Economic Development • CONSULTANT will incorporate feedback from the working session City Council to create a Final Report on Strategies for Economic Development Task 5.0 – Research and Draft Retail Market Analysis Report, Draft Tax Analysis Report, Revisions, and Final Market Analysis Report and Final Tax Analysis Report DocuSign Envelope ID: 2CD5156D-1B0B-43D8-B20B-37A8C78B3918 12.a Packet Pg. 110 ATTACHMENT A - STREETSENSE SCOPE OF SERVICES 2.a Packet Pg. 17 Professional Services Rev. Dec.15, 2020 Page 17 of 25 Task 5.1 – Research and Draft Retail Market Analysis Report and Draft Tax Analysis Report • CONSULTANT will identify additional revenue opportunities through Market Analysis Report and Draft and Final Tax Analysis Report • CONSULTANT will analyze market-supported retail demand for the past five years through the City’s core commercial cores (Downtown, Stanford Shopping Center, California Ave., and neighborhood shopping centers) • CONSULTANT will develop a comprehensive analysis of sales tax performance (including a breakdown by major business categories and across each commercial core) • CONSULTANT will transmit draft versions of: o A sales tax gap leakage analysis: includes consumer demand and market supply assessment to evaluate sales tax performance within Palo Alto and ability to draw consumers from nearby communities and the greater trade area. o Assessment of Palo Alto’s major sources of tax revenue (sales tax, property tax, and transient occupancy tax) for pre-pandemic revenues, current revenues, and a three-year projection. o A SWOT analysis for Palo Alto to identify challenges and constraints along with opportunities to recognize going challenges as well as future threats to the Palo Alto retail marketplace o A void analysis to identify market opportunities for Palo Alto to attract new retail and restaurant possibilities that would be a good fit with the Palo Alto market place and market analytics make-up • CONSULTANT shall submit draft reports to the City of Palo Alto Task 5.2 – Feedback from the City of Palo Alto • CITY will provide feedback on draft reports to the CONSULTANT Task 5.3 – Finalize Retail Market Analysis Report and Tax Analysis Report • CONSULTANT will incorporate CITY feedback into final versions of Retail Market Analysis Report and Tax Analysis Report Task 6.0 – Research and Produce Draft and Final Hospitality Market Analysis Report Task 6.1 – Research and Draft Hospitality Market Analysis Report • CONSULTANT will investigate and determine potential for hotel development in core commercial districts based on diagnostic assessment of submarket o Assessment will consider quality and quantity of existing hotel rooms, year-over-year occupancy rates, price points, and future competitions • CONSULTANT will determine any viable demand gaps in the market and provide estimates for RevPAR and occupancy levels DocuSign Envelope ID: 2CD5156D-1B0B-43D8-B20B-37A8C78B3918 12.a Packet Pg. 111 ATTACHMENT A - STREETSENSE SCOPE OF SERVICES 2.a Packet Pg. 18 Professional Services Rev. Dec.15, 2020 Page 18 of 25 • CONSULTANT will develop a comprehensive set of recommendations to reinforce the City’s branding to travelers, increase overnight stays and visitor spending, and bolster existing community assets and priorities • CONSULTANT will research questions around changes in corporate travel policies through iterative conversations and a survey instrument with key companies, institutions, and stakeholders. • CONSULTANT will convene a focus group discussion with corporate stakeholders to uncover potential competitive advantages from the perspective of business travel. • CONSULTANT will prepare a draft a report synthesizing findings related to the hospitality market which may include, but is not necessarily limited to: o Strategies for growing demand from visitors: includes raising awareness of existing assets through marketing, promotion, and branding, as well as strategies that improve the accessibility and visibility of the region’s offerings. o Strategies to improve supply of visitors and hospitality: includes the quality and quantity of offerings that are unique to Palo Alto, with an emphasis on strategic destination drivers that reinforce the brand of Palo Alto and further differentiate the City from other regional destinations. May include capital investments to specific assets and/or public realm enhancements that improve the visitor experience. Task 6.2 – Feedback from the City of Palo Alto • CITY will provide feedback on the draft report to the CONSULTANT Task 6.3 Finalize Hospitality Market Analysis Report • CONSULTANT will incorporate CITY feedback into final version of Hospitality Market Analysis Report Task 7.0 – Summary Memo and Business Profile of the City based on business registry Task 7.1 – Assess Business Registry • CONSULTANT will analyze and identify ‘gaps’ in the retail mix through examining the existing supply/landscape of businesses • CONSULTANT will identify gaps in information currently detailed in the business registry for future revisions Task 7.2 – Business Profile for the City of Palo Alto • CONSULTANT will compare information from the business registry and other research to accurately determine any unmet market demand and potential new retail opportunities/expansions • CONSULTANT will prepare a summary memo detailing their findings DocuSign Envelope ID: 2CD5156D-1B0B-43D8-B20B-37A8C78B3918 12.a Packet Pg. 112 ATTACHMENT A - STREETSENSE SCOPE OF SERVICES 2.a Packet Pg. 19 ERT ‐ ECONOMIC RECOVERY AND TRANSITION ERT1. Downtown Business Improvement District (BID) Status: On Track Progress: 25% Update: Staff is working in partnership with the Chamber to re‐establish support for the BID, and explore options for the future of BID management, and the re‐establishment of the BID levy. On June 6, 2022 Council voted not to levy assessments against businesses within the Downtown Palo Alto Business Improvement District or FY 2023. Staff will continue work on this item and return to City Council for consideration of next steps for FY 2024. ERT2. Economic Development Request for Proposal (RFP) Status: Completed Progress: 100% Update: The contract for the development of a near‐term and longer‐term Economic Development Strategy was brought before the City Council on September 12, 2022 and approved unanimously. Streetsense was the firm selected and they will be participating in a study session to discuss the creation of a comprehensive economic development strategy at the City Council meeting on November 7. ERT3. Economic Development Committees for Downtown and California Avenue Status: On Track Progress: 60% Update: Staff is working on the establishment of Economic Development Committees, one focused on the University Avenue downtown area and another for the California Avenue area. Outreach to potential members of the committees has begun and scheduling of the first committee meetings will be the next step. ERT4. Retail and Retail‐Like Land Uses and CUP Thresholds: Status: On Track Progress: 85% Update: Staff brought a permanent ordinance before the Planning & Transportation Commission (PTC) for their recommendation to City Council on August 31, 2022. PTC recommended extending the interim ordinance, allowing more time to holistically address the City’s retail recovery strategy before adopting ATTACHMENT B: ECONOMIC RECOVERY AND TRANSITION PRIORITY WORKPLAN UPDATES 2.b Packet Pg. 20 a permanent ordinance. It is anticipated that this will be brought before City Council in November 2022 with a recommendation to conclude this effort and focus more on ERT12 and ERT13. ERT5. University Avenue Streetscape Design Project Status: On Track Progress: 10% Update: Staff has begun the work to implement the community engagement strategy, complete data collection, develop concept alternatives, and prepare cost estimates, per the scope of work approved by Council in the consultant contract. ERT6. California Avenue Closure (closed to vehicular traffic) Status: On Track Progress: 40% Update: Council has asked staff to return with a short‐term recommendation on an interim design strategy for California Avenue to explore whether the streets should remain closed or should open to vehicular traffic. This work is underway, and staff anticipates returning to City Council with a progress update in winter 2022 or early 2023. A longer‐term recommendation is pending a consultant Alternatives Analysis study. ERT7. Ramona Street Closure (closed to vehicular traffic) Status: On Track Progress: 40% Update: Council has also asked staff to return with a short‐term recommendation on whether Ramona should remain closed to vehicular traffic or should open to vehicular traffic. Staff anticipates that the work for Ramona will be in tandem with the work for California Ave., building on lessons learned from the pandemic and preliminary engagement. As with California Ave., this work is underway, and staff anticipates returning to City Council with a progress update in winter 2022 or early 2023. A longer‐term recommendation for Ramona is also pending a consultant Alternatives Analysis study. ERT8. Build Out Fiber Backbone as Foundation for Fiber‐to‐the‐Premises (FTTP) Status: On Track Progress: 25% Update: On November 2, 2022 staff will present options for next steps to the Utilities Advisory Committee (CMR 14845) and will incorporate their feedback and direction into the item scheduled for City Council December 19, 2022 (CMR 14800). A joint Council/Utilities Advisory Committee study session was previously held on September 19, 2022. At that meeting, the Council and Committee discussed risks and advantages of City provided fiber and approved the current direction. ERT9. Electronic Plan Review RFP to integrate with Accela Status: On Track Progress: 60% Update: A Request for Proposals (RFP) was posted on August 22, 2022; vendor selection is targeted for the end of November. The City Council action to award the contract is expected to be brought forward in the first quarter of 2023. ATTACHMENT B: ECONOMIC RECOVERY AND TRANSITION PRIORITY WORKPLAN UPDATES 2.b Packet Pg. 21 ERT10. Development of New Parking Facilities in the University Avenue Downtown (potential BMR site) Status: On Track Progress: 50% Update: The Request for Information (RFI) has been drafted and is expected to be posted no later than December 2022, with Council review expected in the first quarter of 2023. ERT11. California Avenue Subscription Parking Program (Commercial Uses) Status: Dropped Progress: 0% Update: Recent changes to State law (AB 2097) make this effort unnecessary. Commercial and residential land uses on California Avenue within ½ mile of qualifying public transit (Caltrain & certain bus lines) are exempt from parking requirements. Land uses, starting January 1, 2023, can intensify without the need of a subscription parking program. This program was intended to create an opportunity for restaurants and other more parking‐intensive land uses to establish on California Ave utilizing existing public parking resources. ERT12. Citywide Retail Recovery Ordinance Status: On Track Progress: 25% Update: As part of the development of a comprehensive economic development strategy (ERT2) Streetsense will conduct a retail market analysis. Data gathering, including stakeholder interviews, are underway. The report will outline retail best practices and recommendations and is expected to be completed in the summer of 2023. ERT13. Retail Preservation Status: On Track Progress: 25% Update: As part of the Citywide Retail and Recovery effort, a consultant is reviewing the City’s retail preservation policy and identifying potential implications that support or hinder the City’s policy interests and recommendations for change as appropriate. Consultant work is underway and expected to be shared with the Planning and Transportation commission by end of the second quarter 2023. ATTACHMENT B: ECONOMIC RECOVERY AND TRANSITION PRIORITY WORKPLAN UPDATES 2.b Packet Pg. 22 ATTACHMENT C – PREVIOUS ECON. DEV CMRS Previous City Manager Reports Related to Economic Development The dates of some of the previous conversations with the City Council regarding Economic Development, dating back to November 30, 2020, are included below. These conversations shaped and informed the scope of services included the Request for Proposals. Following the date, a brief description, the CMR number, and a link to the pertinent report is included. November 30, 2020 – Study Session on Community and Economic Recovery Strategies (CMR 11790) https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager- reports-cmrs/year-archive/2020-2/id-11790.pdf January 19, 2021 – Feedback and Direction on Economic Recovery Workplan (CMR 11877) https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager- reports-cmrs/year-archive/2021/id-11877.pdf February 2021 – The City Council adopted its calendar year 2021 Priorities, including Community and Economic Recovery (CMR 11957) https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager- reports-cmrs/year-archive/2021/id-11957.pdf March 22, 2021 – Community and Economic Recovery workplan adopted including item “G: Refine the scope and breadth of the city’s economic support activities” (CMR 12111) https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager- reports-cmrs/year-archive/2021/id-12111.pdf May 3, 2021 – Update on Community and Economic Recovery (CMR 12206) https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager- reports-cmrs/year-archive/2021/id-12206.pdf June 1, 2021 – Discussion and Direction on the Scope of Economic Development (CMR 12232) https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager- reports-cmrs/year-archive/2021/id-12232.pdf June 21, 2021 – Update #2 Community and Economic Recovery Workplan (CMR 12362) https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager- reports-cmrs/year-archive/2021/id-12362.pdf September 13, 2021 – Discuss and Provide Direction on a Request for Proposals (RFP) for an Economic Development Strategy Consultant and an Internal Staffing Plan to Support Economic Development Issues (CMR 13433) https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/city- council-agendas-minutes/2021/09-september/20210913/20210913pccsm-amended-linked-final- council-qa.pdf April 4, 2022 – Review and Approval of Workplans Implementing 2022 City Council Priorities (CMR 14103) https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/city- council-agendas-minutes/2022/20220404/20220404pccsmamendedlinked1.pdf 2.c Packet Pg. 23 ATTACHMENT C – PREVIOUS ECON. DEV CMRS September 12, 2022 – Approval of Contract C23183740 with StreetSense CA, LLC for Economic Development Consulting Services (CMR 14724) https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/city- council-agendas-minutes/2022/20220912/20220912pccsm-amended-v2.pdf 2.c Packet Pg. 24 City of Palo Alto (ID # 14909) Office of the City Clerk City Council CAO Report Meeting Date: 11/7/2022 Report Type: Consent Calendar Title: Approve Minutes from the October 17, 2022 and October 24, 2022 City Council Meetings From: Lesley Milton, City Clerk Staff recommends Council to review and approve the minutes as presented. ATTACHMENTS: • Attachment3.a: Attachment A: 20221017amCCsm (PDF) • Attachment3.b: Attachment B: 20221024amCCsm (PDF) 3 Packet Pg. 25 CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 4 Special Meeting October 17, 2022 The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 5:00 P.M. Present In Person: Burt, DuBois, Filseth, Kou, Stone, Tanaka Present Remotely: Cormack Absent: None Special Orders of the Day 1. Cybersecurity Awareness Month Proclamation ACTION: Proclamation Issued Study Session 2. 3400 El CAMINO REAL [22PLN-00227]: Request for Prescreening of the Applicant's Proposal to Rezone the Subject Site From Various Zoning Districts to Planned Housing Zone (PHZ) to Allow Construction of 382 Residential Rental Units (44 studios, 243 one- bedroom, 86 two-bedroom and 9 three-bedroom units) in two Buildings. Environmental Assessment: Not a Project. Zoning District: CS, CS(H), RM-20 (Service Commercial, Hotel, Multi-Family Residential). ACTION: None taken, comments provided Agenda Changes, Additions and Deletions None. Public Comment 3.a Packet Pg. 26 DRAFT ACTION MINUTES Page 2 of 4 (Sp.) City Council Meeting Draft Action Minutes 10/17/2022 Consent Calendar MOTION: Council Member DuBois moved, seconded by Vice Mayor Kou to approve Agenda Item Numbers 3-5. 3. Approve Minutes from the September 29, 2022 and October 3, 2022 City Council Meetings 4. Approval of Construction Contract Number C23183908 With GSW Construction, Inc., in the Amount of $995,556 for the Two Turnouts Upgrade Project (WS-07000) on California Avenue and Page Mill Road; Authorization for the City Manager to Negotiate and Execute Related Change Orders Not-to-Exceed $99,556; and Approval of Budget Amendment in the Water Fund 5. Approval of Implementation of the U.S. Environmental Protection Agency-Funded (U.S. EPA) Greening Parking Facilities for a Sustainable Community Project and Approval of Agreement Between City of Palo Alto and City of Santa Clara to Partner on Project, and Approval of a Budget Amendment in the Stormwater Management Fund MOTION PASSED: 7-0 City Manager Comments Ed Shikada, City Manager Action Items 6. TEFRA Hearing Regarding Conduit Financing for the Kehillah Jewish High School's for the Partial or Full Refinancing of the 2014 Loan and Financing the Development, Construction, Renovation, Improvement and Equipping of the Corporation's Campus at 3900 Fabian Way, Palo Alto; and Approving the issuance of a Tax-exempt Loan by the California Municipal Finance Authority for this Purpose and Other Matters Relating Thereto MOTION: Vice Mayor Kou moved, seconded by Mayor Burt to adopt Resolution 10079 approving the issuance of the loan by the California Municipal finance Authority for the benefit of the Kehillah Jewish high School. MOTION PASSED: 7-0 7. PUBLIC HEARING: Adoption of Ten Ordinances That Repeal and Adopt Various Sections of the Palo Alto Municipal Code (PAMC) Related to the 2022 CA Building Codes (CA Code of Regulations Title 24) Update and Proposed Local Amendments (1) Chapter 15.04 Incorporating the 2022 CA Fire Code With Local Amendments; (2) Chapter 16.04 Incorporating the 2022 CA Building Code With Local Amendments; 3.a Packet Pg. 27 DRAFT ACTION MINUTES Page 3 of 4 (Sp.) City Council Meeting Draft Action Minutes 10/17/2022 (3) Chapter 16.05 Incorporating the 2022 CA Mechanical Code With Local Amendments; (4) Chapter 16.06 Incorporating the 2022 CA Residential Code With Local Amendments and Amending Chapter 16.52 to Align Federal, State, and Local Flood Hazard Regulations; (5) Chapter 16.08 Incorporating the 2022 CA Plumbing Code With Local Amendments; (6) Chapter 16.16 Incorporating the 2022 CA Electrical Code With Local Amendments; (7) Chapter 16.18 Incorporating the 2021 International Swimming Pool and Spa Code With Local Amendments; (8) Chapter 16.14 Incorporating the 2022 CA Green Building Standards Code with Local Amendments; (9) Chapter 16.17 Incorporating the 2022 CA Energy Code Without Local Amendments. (10) Chapter 16.19 Incorporating the 2022 CA Energy Code With Local Amendments. MOTION: Mayor Burt moved, seconded by Council Member Filseth to adopt the proposed ordinances that repeal and adopt various sections of the Palo Alto Municipal Code (PAMC) related to the 2022 California Building Codes (Cal. Code of Regulations Title 24) and proposed local amendments: (1) Ordinance 5563 repealing PAMC Chapter 15.04 and adopting a new Chapter 15.04 incorporating the 2022 Cal. Fire Code with local amendments; (2) Ordinance 5564 repealing PAMC Chapter 16.04 and adopting a new Chapter 16.04 incorporating the 2022 Cal. Building Codes and local amendments and a new Chapter 16.19 incorporating the 2022 Cal. Historical Building Code and Existing Building Code with local amendments; (3) Ordinance 5565 repealing PAMC Chapter 16.05 and adopting a new Chapter 16.05 incorporating the 2022 Cal. Mechanical Code with local amendments; (4) Ordinance 5566 repealing PAMC Chapter 16.06 and adopting a new Chapter 16.06 incorporating the 2022 Cal. Residential Code with local amendments and amending PAMC Chapter 16.52 to align federal, state, and local regulations regarding flood hazards; (5) Ordinance 5567 repealing PAMC Chapter 16.08 and adopting a new Chapter 16.08 incorporating the 2022 Cal. Plumbing Code with local amendments; (6) Ordinance 5568 repealing PAMC Chapter 16.16 and adopting a new Chapter 16.16 incorporating the 2022 Cal. Electrical Code with local amendments; (7) Ordinance 5568 repealing PAMC Chapter 16.18 and adopting a new Chapter 16.18 incorporating the 2021 International Swimming Pool and Spa Code with local amendments; (8) Ordinance 5570 repealing PAMC Chapter 16.14 and adopting a new Chapter 16.14 incorporating the 2022 Cal. Green Building Standards Code with local amendments; (9) Ordinance 5571 repealing PAMC Chapter 16.17 and adopting a new Chapter 16.17 incorporating the 2022 Cal. Energy Code without local amendments; 3.a Packet Pg. 28 DRAFT ACTION MINUTES Page 4 of 4 (Sp.) City Council Meeting Draft Action Minutes 10/17/2022 MOTION PASSED: 7-0 MOTION: Mayor Burt moved, seconded by Council Member Stone to direct staff return to the Council as soon as feasible with recommendations on strategies to increase our electrification workforce to be able to ensure electric reliability and expand electrification programs in the next year that would incorporate two-way, heat pump, HVAC systems upon replacement upon existing gas systems when a new system is installed in residential and commercial (roof pack) systems. MOTION FAILED: 3-4, Tanaka, Cormack, Filseth, DuBois voting no Council Member Questions, Comments and Announcements Adjournment: The meeting was adjourned at 10:49 P.M. ATTEST: APPROVED: ____________________ ____________________ City Clerk Mayor NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC) 2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section 2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City’s website. 3.a Packet Pg. 29 CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 6 Special Meeting October 24, 2022 The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 5:00 P.M. Present In Person: Burt, Cormack, DuBois, Filseth, Kou, Stone, Tanaka Present Remotely: None Absent: None Special Orders of the Day 1. Appreciation for Joe Simitian, Santa Clara County Supervisor, for Advocacy on Behalf of the Palo Alto Community for affordable housing and support for mental health, and services to unhoused Palo Altans (including the $4 Million Challenge Grant in Support of Palo Alto Homekey) Action: No action was taken 2. The Great California Shakeout Action: No action was taken Study Session 3. Crime Mitigation Strategies through the Use of Automated License Plate Recognition (ALPR) Technology Action: No action was taken Agenda Changes, Additions and Deletions None. Public Comment 3.b Packet Pg. 30 DRAFT ACTION MINUTES Page 2 of 6 (Sp.) City Council Meeting Draft Action Minutes: 10/24/2022 Consent Calendar Council Member Tanaka registered a no vote on Agenda Item Number 6. MOTION: Council Member Cormack moved, seconded by Mayor Burt to approve Agenda Item Numbers 4-8. 4. Approval of Contract Amendment No. Two with GovernmentJobs.com, Inc. dba Neogov for Recruiting and Onboarding Services, to Extend the Term through June 30, 2025, Add Services, and Increase Compensation by an Amount Not-To-Exceed $249,883 for a New Contract Total Not-To-Exceed Amount of $411,323 5. Adoption of Resolution 10080 Authorizing a City Application for the State Permanent Local Housing Allocation (PLHA) Funds and Authorization of City Manager or Designee to Manage the Allocation 6. Approval of Fiscal Year 2022 Reappropriation Requests to be Carried Forward Into Fiscal Year 2023 and Budget Amendments in Various Funds 7. Approval of a Professional Services Agreement Contract Number C23185658 With BKF Engineers for the Amount of $900,000 Over a 3- year Term for On-Call Surveying and Design Support Services 8. Approve the Parks and Recreation Commission Recommendation for a New Skate Park; Authorize the Friends of Palo Alto Parks to begin Fundraising; and Direct Staff to Support Outreach MOTION PASSED Items 4, 5, 7, 8: 7-0 MOTION PASSED Item 6: 6-1 Tanaka no City Manager Comments Ed Shikada, City Manager 3.b Packet Pg. 31 DRAFT ACTION MINUTES Page 3 of 6 (Sp.) City Council Meeting Draft Action Minutes: 10/24/2022 Action Items 9. PUBLIC HEARING: Staff Recommend the City Council Review the North Ventura Coordinated Area Plan (NVCAP) Refined Preferred Alternative, Take Public Comment, and Endorse the Refined Preferred Alternative Plan. MOTION: Council Member Filseth moved, seconded by Mayor Burt to Continue the item to November 14th MOTION PASSED: 6-1, Cormack no 10. Review and Provide Direction to Staff on the Draft Permanent Parklet Program Standards and Policies; Adopt an Interim Ordinance and Resolution to Continue the Pilot Parklet Program and Other On-Street Uses During Transition Period; and Direct Staff to Return with Legislation Implementing a Permanent Parklet Program ORIGINAL MOTION: Council Member Cormack moved, seconded by Council Member Filseth to: Adopt Interim Ordinance and draft resolution currently set to expire on December 31, 2022, to extend the temporary parklet program to June 30, 2023, and allow the other on-street and parking lot dining and retail programs to December 31, 2023. Direct staff to continue allowing dining at street grade until June 30, 2023 a) Direct staff to implement Option 2 of the Neighbor consent letter through administrative regulations to begin on January 1, 2023. SUBSTITUTE MOTION: Council Member Stone moved, seconded by Mayor Burt to substitute as follows as sub-bullets to the above motion: a) that parklets be allowed without coverings or obstructions above 38” for a fee, to be determined, in front of neighboring businesses b) Allow for a first right of refusal for renting a parklet space, with the first right to go to the business immediately behind the parklet space SUBSTITUTE MOTION FAILED: 2-5, Tanaka, Kou, Cormack, Filseth, DuBois no 3.b Packet Pg. 32 DRAFT ACTION MINUTES Page 4 of 6 (Sp.) City Council Meeting Draft Action Minutes: 10/24/2022 MOTION SPLIT FOR PURPOSE OF VOTING MOTION: Council Member Cormack moved, seconded by Council Member Filseth to adopt Interim Ordinance 5572 and Resolution 10081 currently set to expire on December 31, 2022, to extend the temporary parklet program to June 30, 2023, and allow the other on-street and parking lot dining and retail programs to December 31, 2023. Direct staff to continue allowing dining at street grade until June 30, 2023. MOTION PASSED: 7-0 MOTION: Council Member Cormack moved, seconded by Council Member Filseth to add as a sub-bullet to the above motion: a) Direct staff to implement Option 2 of the Neighbor consent letter through administrative regulations to begin on January 1, 2023. MOTION PASSED: 4-3, Burt, Tanaka, Stone no MOTION: Council Member Dubois moved, seconded by Vice Mayor Kou to: 1. Direct staff to implement proposed permanent standards upon adopting of a permanent parklet ordinance 2. As to the permanent parklet program, direct staff to: a. Return to Council establishing an application fee, cleaning fee and security deposit based on cost recovery. b. Return to Council establishing and annual license fees as soon as possible, set to 70% of ground retail rate for "downtown" and "not downtown" in Table 2 c. Require Consent letter from both neighboring tenant and owner d. Limit Amplified sound to come only from buildings AMENDMENT: Council Member Tanaka, seconded by Mayor Burt to direct staff to return with a recommendation for continuing propane use pending a phase out based on practical feasibility for restaurants AMENDMENT PASSED: 4-3, Cormack, Kou, DuBois no 3.b Packet Pg. 33 DRAFT ACTION MINUTES Page 5 of 6 (Sp.) City Council Meeting Draft Action Minutes: 10/24/2022 MOTION INCORPORATING AMENDMENT: Council Member Dubois moved, seconded by Vice Mayor Kou to: 1. Direct staff to implement proposed permanent standards upon adopting of a permanent parklet ordinance a. Direct staff to return with a recommendation for continuing propane use pending a phase out based on practical feasibility for restaurants 2. As to the permanent parklet program, direct staff to: a. Return to Council establishing an application fee, cleaning fee and security deposit based on cost recovery. b. Return to Council establishing an annual license fees as soon as possible. c. Require Consent letter from both neighboring tenant and owner. Upon revocation, owner has a minimum of six months before they are required to remove the parklet. d. Limit Amplified sound to come only from buildings. MOTION PASSED: 6-1 Tanaka no Council Member Questions, Comments and Announcements None Adjournment: The meeting was adjourned at 12:31 A.M. ATTEST: APPROVED: ____________________ ____________________ City Clerk Mayor NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC) 2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section 2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes 3.b Packet Pg. 34 DRAFT ACTION MINUTES Page 6 of 6 (Sp.) City Council Meeting Draft Action Minutes: 10/24/2022 and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City’s website. 3.b Packet Pg. 35 City of Palo Alto (ID # 14436) Office of the City Clerk City Council CAO Report Meeting Date: 11/7/2022 Report Type: Consent Calendar Title: Adoption of a Resolution Authorizing Use of Teleconferencing for Council Meetings During Covid-19 State of Emergency From: Lesley Milton, City Clerk Recommendation Adopt a Resolution (Attachment A) authorizing the use of teleconferencing under Government Code Section 54953(e) for meetings of the Council and its committees due to the Covid-19 declared state of emergency. Background In February and March 2020, the state and the County declared a state of emergency due to the Covid-19 pandemic. Both emergency declarations remain in effect. On September 16, 2021, the Governor signed AB 361, a bill that amends the Brown Act, effective October 1, 2021, to allow local policy bodies to continue to meet by teleconferencing during a state of emergency without complying with restrictions in State law that would otherwise apply, provided that the policy bodies make certain findings at least once every 30 days. AB 361, codified at California Government Code Section 54953(e), empowers local policy bodies to convene by teleconferencing technology during a proclaimed state of emergency under the State Emergency Services Act in any of the following circumstances: (A) The legislative body holds a meeting during a proclaimed state of emergency, and state or local officials have imposed or recommended measures to promote social distancing. (B) The legislative body holds a meeting during a proclaimed state of emergency for the purpose of determining, by majority vote, whether as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees. 4 Packet Pg. 36 Page 2 (C) The legislative body holds a meeting during a proclaimed state of emergency and has determined, by majority vote, pursuant to subparagraph (B) (B), that, as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees. (Gov. Code § 54953(e)(1).) In addition, Section 54953(e)(3) requires that policy bodies using teleconferencing reconsider the state of emergency within 30 days of the first teleconferenced meeting after October 1, 2021, and at least every 30 days thereafter, and find that one of the following circumstances exists: 1. The state of emergency continues to directly impact the ability of the members to meet safely in person. 2. State or local officials continue to impose or recommend measures to promote social distancing. 4 Packet Pg. 37 Page 3 Discussion At this time, the circumstances in Section 54953(e)( 1)(A) exist. The Santa Clara County Health Officer continues to recommend measures to promote outdoor activity, physical distancing and other social distancing measures, such as masking, in certain contexts. (See August 2, 2021 Order.) In addition, the California Department of Industrial Relations Division of Occupational Safety and Health (Cal/OSHA) has promulgated Section 3205 of Title 8 of the California Code of Regulations, which requires most employers in California, including in the City, to train and instruct employees about measures that can decrease the spread of COVID-19, including physical distancing and other social distancing measures. Accordingly, Section 54953(e)(1)(A) authorizes the City to continue using teleconferencing for public meetings of its policy bodies, provided that any and all members of the public who wish to address the body or its committees have an opportunity to do so, and that the statutory and constitutional rights of parties and the members of the public attending the meeting via teleconferencing are protected. To comply with public health directives and promote public safety, Palo Alto policy bodies have been meeting via teleconference since March 2020. On September 27, 2021, Council considered the format for future Council, committee, and Board and Commission meetings. Council determined that beginning November 1, 2021, Council meetings would be conducted using a hybrid format that allows Council Members and the public to decide whether to attend in person, following masking and distancing protocols, or participate via teleconference. Council directed that Council standing and ad-hoc committees and Boards and Commissions would continue meeting via teleconference through January 2022. Adoption of the Resolution at Attachment A will make the findings required by Section 54953(e)(3) to allow the continued use of teleconferencing for Council meetings (for those Council Members who elect to participate remotely) and for Council standing and ad hoc committees. Each Board and Commission will consider and make similar findings. ATTACHMENTS: • Attachment4.a: Attachment A: Resolution Allowing Hybrid In-Person and Teleconferenced Meetings under Section 54953(e) (PDF) 4 Packet Pg. 38 NOT YET APPROVED Resolution No. ____ Resolution Making Findings to Allow Teleconferenced Meetings Under California Government Code Section 54953(e) R E C I T A L S A. California Government Code Section 54953(e) empowers local policy bodies to convene by teleconferencing technology during a proclaimed state of emergency under the State Emergency Services Act so long as certain conditions are met; and B. In March 2020, the Governor of the State of California proclaimed a state of emergency in California in connection with the Coronavirus Disease 2019 (“COVID-19”) pandemic, and that state of emergency remains in effect; and C. In February 2020, the Santa Clara County Director of Emergency Services and the Santa Clara County Health Officer declared a local emergency, which declarations were subsequently ratified and extended by the Santa Clara County Board of Supervisors, and those declarations also remain in effect; and D. On September 16, 2021, the Governor signed AB 361, a bill that amends the Brown Act to allow local policy bodies to continue to meet by teleconferencing during a state of emergency without complying with restrictions in State law that would otherwise apply, provided that the policy bodies make certain findings at least once every 30 days; and E. While federal, State, and local health officials emphasize the critical importance of vaccination and consistent mask-wearing to prevent the spread of COVID-19, the Santa Clara County Health Officer has issued at least one order, on August 2, 2021 (available online at here), that continues to recommend measures to promote outdoor activity, physical distancing and other social distancing measures, such as masking, in certain contexts; and F. The California Department of Industrial Relations Division of Occupational Safety and Health (“Cal/OSHA”) has promulgated Section 3205 of Title 8 of the California Code of Regulations, which requires most employers in California, including in the City, to train and instruct employees about measures that can decrease the spread of COVID-19, including physical distancing and other social distancing measures; and G. The Palo Alto City Council has met remotely during the COVID-19 pandemic and can continue to do so in a manner that allows public participation and transparency while minimizing health risks to members, staff, and the public that would be present with in-person meetings while this emergency continues; now, therefore, 4.a Packet Pg. 39 NOT YET APPROVED The Council of the City of Palo Alto RESOLVES as follows: 1. As described above, the State of California remains in a state of emergency due to the COVID-19 pandemic. At this meeting, the Palo Alto City Council has considered the circumstances of the state of emergency. 2. As described above, State and County officials continue to recommend measures to promote physical distancing and other social distancing measures, in some settings. AND BE IT FURTHER RESOLVED, That for at least the next 30 days, meetings of the Palo Alto City Council and its committees will occur in a hybrid format, where both members of the policy body and members of the public may elect to be present in person, utilizing appropriate distancing and masking practices, or participate by teleconferencing technology. Such meetings of the Palo Alto City Council and its committees that occur using teleconferencing technology will provide an opportunity for any and all members of the public who wish to address the body its committees and will otherwise occur in a manner that protects the statutory and constitutional rights of parties and the members of the public attending the meeting via teleconferencing; and, be it FURTHER RESOLVED, That the City Clerk is directed to place a resolution substantially similar to this resolution on the agenda of a future meeting of the Palo Alto City Council within the next 30 days. If the Palo Alto City Council does not meet within the next 30 days, the City Clerk is directed to place a such resolution on the agenda of the immediately following meeting of Palo Alto City Council. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: City Clerk Mayor APPROVED AS TO FORM: APPROVED: City Attorney City Manager 4.a Packet Pg. 40 City of Palo Alto (ID # 14640) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Consent Calendar City of Palo Alto Page 1 Title: Approval of Contract Number C23185109A With Daleo, Inc., in the Amount of $1,411,059 for Gas Main Replacement Project 24A (GS -14003) at the Stanford Shopping Center; and Authorization for the City Manager to Negotiate and Execute Related Change Orders Not-to-Exceed of $141,106, for a Total Not-to-Exceed Amount of $1,552,165 From: City Manager Lead Department: Utilities Recommendation Staff recommends that the City Council: 1. Approve and authorize the City Manager or their designee to execute contract C23185109A (Attachment A) with Daleo Inc. in an amount not-to-exceed $1,411,059 for the Gas Main Replacement 24A project (GMR 24A) Capital Improvement Program (GS-14003) at the Stanford Shopping Center. 2. Approve and authorize the City Manager or their designee to negotiate and execute one or more change orders to the contract with Daleo Inc. for related additional but unforeseen work, which may develop during the project, the total value of which shall not exceed $141,106 or 10% of the contract amount. The total not-to-exceed amount is $1,552,165, which includes contract amount of $1,411,059 and a 10% contingency of $141,106. Executive Summary This item approves a construction contract to complete GMR 24A project in the Council- approved Capital Improvement Program (CIP). This project is designed to ensure reliable gas service for the City of Palo Alto residents and customers. The project targets the replacement of polyvinyl chloride (PVC) and steel distribution main and service pipes in the vicinity of the Stanford Shopping Center that are near or past their operational life expectancy. The City coordinated the work with Simon Property Group Inc. (Stanford Shopping Center’s 5 Packet Pg. 41 City of Palo Alto Page 2 management) for construction work dates of January 2, 2023 through March 31, 2023 and early construction hours between 6:00 a.m. and 3:00 p.m. Background The GMR 24A project is part of the Council-approved Capital Improvement Program (CIP) designed to ensure reliable gas service for the City of Palo Alto residents and customers. The project targets the replacement of polyvinyl chloride (PVC) and steel distribution main and service pipes in the vicinity of the Stanford Shopping Center that are near or past their operational life expectancy. Over time, PVC pipe material becomes embrittled and is susceptible to cracking during excavation and earth movements, which result in gas leaking from the pipeline. Steel pipe material, when isolated from the rest of the cathodic protection (i.e., electrical current on steel pipelines) system or receiving low cathodic protection current, has an increased chance of becoming corroded and eventually leaking. These PVC and steel pipelines are typically replaced with polyethylene pipelines, which have greater elastic properties and do not require cathodic protection. Repairs on PVC and steel pipelines require specialized tooling and can be very time consuming, disruptive, and difficult. The location of the existing distribution mains near the Stanford Shopping Center presents a greater risk to public safety in the event of a gas leak due to high occupancy. While there are no active gas leaks on the pipelines surrounding the shopping center, the remaining PVC and steel pipe is recommended for replacement to improve the overall safety near this location. Replacement of PVC and corroded steel distribution main and services is also required to remain on track with the City’s planned CIP replacement schedule and minimize the impact on resources due to the increased maintenance. Replacement will also minimize greenhouse gas emissions from leaking or damaged PVC and steel pipelines. Gas Main Replacement 24A was originally included in the Gas Main Replacement 24 project (GMR 24). Staff split the GMR 24 project into two projects (GMR 24A and 24B) due to (1) the required construction timeframe requested by Stanford Shopping Center and (2) a federal grant funding opportunity under the Infrastructure Investment and Jobs Act. The GMR 24A project consists of work in the Stanford Shopping Center and the GMR 24B project includes work on University Avenue between Webster Street and East Crescent Drive, Geng Road, and Town & Country Village. The Stanford Shopping Center requested the work to be performed in the months of January, February, and March of each year when mall operations are the slowest. The Natural Gas Distribution Infrastructure Safety and Modernization (NGDISM) grant offers funding for proposed natural gas pipeline material replacement projects and greenhouse gas emission reduction equipment for up to $200 million, each year from 2022 to 2026. The GMR 24B project was submitted for approximately $9 million in NGDISM grant funding managed by the Pipeline and Hazardous Materials Safety Administration (PHMSA). The City’s grant 5 Packet Pg. 42 City of Palo Alto Page 3 application was submitted on August 8, 2022 and award notices are scheduled to be issued by February 8, 2023. Given the higher potential consequence area surrounding the shopping center and to accommodate Stanford Shopping Center’s scheduling request, the GMR 24A project was prioritized and posted for competitive solicitation in summer 2022 to avoid waiting another year to perform the replacement work. As part of the planning and design process, staff coordinated the GMR 24A project with Stanford and Simon Property Group Inc. for the work schedule around Stanford Shopping Center. Simon Property Group Inc. is the company that manages all tenants on Stanford Shopping Center property. The City also coordinated with the Stanford University Real Estate Office for the easement and with other City departments to minimize interference with other contractors. Discussion Project Description The work to be performed under this contract C23185109A is the installation of approximately 2,450 linear feet of polyethylene (PE) gas distribution pipe, four new PE gas service pipes, and the reconnection of four existing PE gas services to the new gas distribution main pipe within the Stanford Shopping Center (project locations are shown in Attachment C). Replacing the gas distribution system with PE will enhance the reliability of the gas distribution system, make the system more resilient against corrosion and earth movements, eliminate potential leaks, reduce maintenance costs, and extend the useful life of the gas distribution system. In addition, unlike PVC gas main and services, the new PE pipelines will be installed with a metallic tracer wire, which increases the pipeline locating accuracy and reduces construction dig-ins. Construction dig-ins are the City’s 2nd through 6th highest ranked risk scores on the Distribution Integrity Management Plan (DIMP) due to the potential of homeowners, Contractors, and City staff damaging a mismarked pipeline. The replacement of the existing PVC and steel pipeline at Stanford Shopping Center is prioritized due to the age, location, and material of the gas distribution mains and services. Stanford Shopping Center is an area with a large concentration of people and is considered a high consequence area. Replacement of the gas distribution mains and services will reduce the overall risk, maintenance costs, and emergency repair disruptions to mall operations. The relocation of the distribution gas mains and service from the east side of Stanford Shopping Center’s parking area to the existing roadway will reduce potential interference with future mall building construction. The City coordinated the work with Simon Property Group Inc. (Stanford Shopping Center’s management) for construction work dates of January 2, 2023 through March 31, 2023 and early construction hours between 6:00 a.m. and 3:00 p.m. The construction timeframe and hours were requested by Simon Property Group Inc. as this is the slowest time of the year for mall operations and the earlier start time will reduce construction during more congested shopping 5 Packet Pg. 43 City of Palo Alto Page 4 center hours. The City coordinated with the Development Services Department for approval of a Noise Exemption Permit for construction work between 6:00 a.m. and 8:00 a.m., Monday through Friday. The Noise Exemption Permit requires additional notification requirements with a wider radius of notification from the project area. Additionally, the City coordinated with Stanford Real Estate to obtain a temporary access permit at Stanford Shopping Center to allow the construction and pipeline installation. A final easement application for the new pipeline will be completed and finalized by the contractor as outlined in the GMR 24A project specifications. To avoid delays in starting the project, the City has pre-purchased all the materials for the project except incidental material (e.g., soil backfill) required to complete the work. Pre- purchasing materials avoids construction delays caused by supply chain issues and long lead times recently experienced when materials were ordered by contractors. The pre-purchasing will also allow the City to meet the construction schedule requested by the Stanford Shopping Center’s management company. Bid Process On July 15, 2022, the City posted a notice inviting formal bids (IFB) for the GMR 24A project on the City’s electronic procurement system, PlanetBids. The original bidding period was 25 calendar days. One (1) contractor submitted a bid on August 8, 2022. The original bid was $1,604,491, which was substantially greater than the engineering estimate. The City rejected the bid due to its price. The City rebid the project on August 12, 2022 for a total of 15 calendar days. One (1) contractor submitted a bid on August 26, 2022, but its bid price was less than the previously rejected bid. The same contractor submitted bids for the two IFBs. Other contractors did not propose a bid because they did not have resources available to meet the construction timeline. City staff reviewed the rebid and believes it to be responsive considering factors such as the location of the project, existing gas pipeline material, complexity of construction around a shopping mall, and project size in the high cost of this project. City staff recommends proceeding with awarding the contract due to these factors. Bid Name/Number Gas Main Replacement Project 24A (GS-14003), IFB Number 185109A Proposed Length of Project 3 months (January 2, 2023, to March 31, 2023) Number of Vendors notified through PlanetBids 1172 Number of Builder’s Exchanges notified through PlanetBids TBD Number of Bid Packages Downloaded by Vendors 14 Total Days to Respond to Bid 15 Pre-Bid Meeting? No, required on original IFB 5 Packet Pg. 44 City of Palo Alto Page 5 Number of Vendors at Pre-Bid Meeting 7 on the original IFB Number of Bids Received: 1 Bid Price Range $1,411,059 (Rebid) Staff has reviewed the bid submitted and recommends that Daleo Inc. be awarded the contract as the only responsible and responsive bidder as listed in the attached Bid Summary (Attachment B) Contract. The contingency amount of $141,106, which equals 10 percent of the total contract, is requested for additional unforeseen work that may develop during the project. Additional work is common with construction projects because during construction there may be previously unknown obstructions and ground conditions that require changes in how construction will proceed, leading to change orders that may create additional costs. A contingency fund is necessary to prevent significant delays in the project to handle these unforeseen conditions, which could otherwise result in longer road closures and disruptions. Any unspent contingency funds are returned to reserves at the end of the project. Staff confirmed with the Contractor's State License Board that Daleo Inc., has an active license on file. Staff checked references supplied by the contractor for previous work performed and found no significant complaints. Staff also confirmed that Daleo Inc., is registered and in good standing with the Department of Industrial Relations (DIR). Resource Impact The total not-to-exceed amount is $1,552,165 which includes the contract amount of $1,411,059 and a 10% contingency of $141,106. Funding for the contract amount ($1,411,059) and 10% contingency ($141,106) are available in the FY 2023 Adopted Capital Budget for project number GS-14003, Gas Main Replacement Project 24A. This project includes funding transfers of $1,248 to the General Fund as an estimate for Street Cut Fees. Summary of Project Costs for GMR 24A Project (GS-14003) Pre-Design/Design Costs $35,325 Material (City Provided) $35,000 Construction Costs $1,411,059 10% Contingency $141,106 Staff Time (Includes Engineering, Operations, & Inspection) $257,458 Trench Cut Fees $1,248 TOTAL $1,881,196 The size of this project significantly exceeds the City’s in-house construction resources, making it necessary to contract out the work. Policy Implications The approval of this contract and implementation of this project are consistent with existing City goals, policies, programs, and plans including: 5 Packet Pg. 45 City of Palo Alto Page 6 Utilities Strategic Plan The recommendation conforms with the 2018 Utilities Strategic Plan Priority 4 Strategy 1: “Establish a proactive infrastructure replacement program, based on planned replacement before failure to support reliability and resiliency.” Distribution Integrity Management Plan (DIMP) This project is consistent with the City’s 2021 DIMP plan which is compliant with the Department of Transportation (DOT) 49 Code of Federal Regulations Part 192, Subpart P, “Gas Distribution Pipeline Integrity Management” requirements. Stakeholder Engagement Utilities infrastructure work has been and will continue to be coordinated with street paving activities with Public Works. Project coordination within the City’s administration is enhanced by using the City’s Geographical Information System Project Coordinator Program to determine potential project conflicts. In addition, the City will continue to work internally with Development Services for compliance with the Noise Exemption Permit. Also, external coordination will continue with Simon Property Group Inc. and Stanford University Real State group for the easement application. Staff’s GMR 24A project communications will include project notifications mailed to all residents and businesses within a 1,000-foot radius from Stanford Shopping Center at least 30 days prior to the commencement of work. Daleo Inc. will distribute project notifications to each property a minimum of 15 days and again 24 hours prior to beginning work. Three construction message boards have been included in the contract to be placed around the mall a month prior to construction to notify mall visitors. A link to the City website for the GMR 24A project will be included in the mailed project notifications. The construction is expected to commence on January 2, 2023. Environmental Review The project is categorically exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15302(c), replacement or reconstruction of existing utility systems or facilities. Attachments: • Attachment5.a: Attachment A: Daleo, Inc. Contract; C23185109A • Attachment5.b: Attachment B: Bid Summary • Attachment5.c: Attachment C: Map 5 Packet Pg. 46 Rev. September 29, 2021 1 PART 4 – CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C23185109A City of Palo Alto Gas Main Replacement (GMR) 24-A 5.a Packet Pg. 47 Rev. September 29, 2021 2 PART 4 – CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….………….6 1.1 Recitals……………………………………………………………………………………………………………………...6 1.2 Definitions………………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………..6 SECTION 3 THE CONTRACT DOCUMENTS.……………………………………………………………………………...7 3.1 List of Documents.…………………………………………………………………………………………..............7 3.2 Order of Precedence…………………………………………………………………………………………….......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..7 4.1 Contractor's Duties……………………………………………………………………………………………………..7 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co-operation…………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION………………………………………………………………………………………….8 6.1 Time Is of Essence……………………………………………………………………………………………………….8 6.2 Commencement of Work……………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………….8 6.4 Liquidated Damages…………………………………………………………………………………………………..8 6.4.1 Other Remedies……………………………………………………………………………………………………….8 6.5 Adjustments to Contract Time……………………………………………………………………………………9 SECTION 7 COMPENSATION TO CONTRACTOR………………………………………………………………………9 7.1 Contract Sum………………………………………………………………………………………………………………9 7.2 Full Compensation………………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..……………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..……9 9.1 Hold Harmless……………………………………………………………………………………………………………9 9.2 Survival………………………………………………………………………………………………………………………10 SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………..10 10.1 Municipal Code Requirement…………….………………………………..……………………………………..10 SECTION 11 INSURANCE AND BONDS.……………………………………………………………………………………10 11.1 Evidence of Coverage…………………………………………………………………………………………………10 5.a Packet Pg. 48 Rev. September 29, 2021 3 PART 4 – CONSTRUCTION CONTRACT SECTION 12 PROHIBITION AGAINST TRANSFERS………………………………………………………………….….10 12.1 Assignment…………………………………………………………………………………………………………………10 12.2 Assignment by Law.……………………………………………………………………………………………………10 SECTION 13 NOTICES……………………………………………………………………………………………………………….10 13.1 Method of Notice ………………………………………………………………………………………………………10 13.2 Notice Recipents ……………………………………………………………………………………………………….11 13.3 Change of Address……………………………………………………………………………………………………..11 SECTION 14 DEFAULT…………………………………………………………………………………………………………......12 14.1 Notice of Default………………………………………………………………………………………………………..12 14.2 Opportunity to Cure Default………………………………………………………………………………………12 SECTION 15 CITY'S RIGHTS AND REMEDIES……………………………………………………………………………..12 15.1 Remedies Upon Default………………………………………………………………………………………….....12 15.1.1 Delete Certain Services…………………………………………………………………………………………..12 15.1.2 Perform and Withhold……………………………………………………………………………………………..12 15.1.3 Suspend The Construction Contract………………………………………………………………………..12 15.1.4 Terminate the Construction Contract for Default…………………………………………………….12 15.1.5 Invoke the Performance Bond…………………………………………………………………………………..12 15.1.6 Additional Provisions………………………………………………………………………………………………13 15.2 Delays by Sureties……………………………………………………………………………………………………….13 15.3 Damages to City………………………………………………………………………………………………………….13 15.3.1 For Contractor's Default………………………………………………………………………………………….13 15.3.2 Compensation for Losses………………………………………………………………………………………..13 15.4 Suspension by City……………………………………………………………………………………………………..13 15.4.1 Suspension for Convenience……………………………………………………………………………………13 15.4.2 Suspension for Cause…………………………………………………………………………………………......13 15.5 Termination Without Cause……………………………………………………………………………………….14 15.5.1 Compensation…………………………………………………………………………………………………………14 15.5.2 Subcontractors………………………………………………………………………………………………………….14 15.6 Contractor’s Duties Upon Termination………………………………………………………………...........14 SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES…………………………………………………………………15 16.1 Contractor’s Remedies……………………………………..………………………………………………………….15 16.1.1 For Work Stoppage……………………………………………………………………………………………………15 5.a Packet Pg. 49 Rev. September 29, 2021 4 PART 4 – CONSTRUCTION CONTRACT 16.1.2 For City's Non-Payment……………………………………………………………………………………………..15 16.2 Damages to Contractor………………………………………………………………………………………………….15 SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….……….15 17.1 Financial Management and City Access………………………………………………………………………….15 17.2 Compliance with City Requests………………………………………………………………………………………16 SECTION 18 INDEPENDENT PARTIES…………………………………………………………………………………………….16 18.1 Status of Parties……………………………………………………………………………………………………………..16 SECTION 19 NUISANCE……………………………………………………………………………………………………….………..16 19.1 Nuisance Prohibited………………………………………………………………………………………………………..16 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………………..16 SECTION 21 WAIVER…………………………………………………………………………………………………………………….16 SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS………………………………………..17 22.1 Governing Law…………………………………………………………………………………………………………………17 22.2 Compliance with Laws……………………………………………………………………………………………………..17 22.2.1 Palo Alto Minimum Wage Ordinance ………………………………………….…………………………………17 SECTION 23 COMPLETE AGREEMENT…………………………………………………………………………………………...17 23.1 Integration……………………………………………………………………………………………………………………….17 SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………………..17 24.1 Survival of Provisions……………………………………………………………………………………………………....17 SECTION 25 PREVAILING WAGES…………………………………………………………………………………………………..17 SECTION 26 NON-APPROPRIATION……………………………………………………………………………………………….18 26.1 Appropriation…………………………………………………………………………………………………………………..18 SECTION 27 AUTHORITY……………………………………………………………………………………………………………….18 27.1 Representation of Parties………………………………………………………………………………………………..18 SECTION 28 COUNTERPARTS……………………………………………………………………………………………….........18 28.1 Multiple Counterparts……………………………………………………………………………………………………18 SECTION 29 SEVERABILITY…………………………………………………………………………………………………………..18 29.1 Severability…………………………………………………………………………………………………………………….18 SECTION 30 STATUTORY AND REGULATORY REFERENCES ………………………………………………….........18 30.1 Amendments of Laws…………………………………………………………………………………………………….18 SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….……….19 31.1 Workers Compensation…………………………………………………………………………………………………19 5.a Packet Pg. 50 Rev. September 29, 2021 5 PART 4 – CONSTRUCTION CONTRACT SECTION 32 DIR REGISTRATION AND OTHER REQUIREMENTS………………………………………..…………19 32.1 General Notice to Contractor……………………………………………………………………………………….19 32.2 Labor Code section 1771.1(a)……………………………………………………………………………………...19 32.3 DIR Registration Required……………………………………………………………………………………………19 32.4 Posting of Job Site Notices……………………………………………………………………………………………19 32.5 Payroll Records…………………………………………………………………………………………………………….19 32.6 Employment of Apprentices…………………………………………………………………………………………20 5.a Packet Pg. 51 Rev. September 29, 2021 6 PART 4 – CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on November 14. 2022 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and DALEO INC. ("Contractor"), is made with reference to the following: R E C I T A L S: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. Contractor is a Corporation duly organized and in good standing in the State of California, Contractor’s License Number 458944 and Department of Industrial Relations Registration Number 100000400. Contractor represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Construction Contract. C. On August 12, 2022, City issued an Invitation for Bids (IFB) to contractors for the Gas Main Replacement (GMR) 24-A (“Project”). In response to the IFB, Contractor submitted a Bid. D. City and Contractor desire to enter into this Construction Contract for the Project, and other services as identified in the Contract Documents for the Project upon the following terms and conditions. NOW THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the undersigned parties as follows: SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS. 1.1 Recitals. All of the recitals are substantive parts of this Construction Contract and are hereby incorporated herein by reference. 1.2 Definitions. Capitalized terms shall have the meanings set forth in this Construction Contract (sometimes referred to herein as the “Contract”) and/or in the General Conditions. If there is a conflict between the definitions in this Construction Contract and in the General Conditions, the definitions in this Construction Contract shall prevail. SECTION 2 THE PROJECT. The Project is the Gas Main Replacement (GMR) 24-A Project, located at Stanford Shopping Mall, 660 Stanford Shopping Center Way, Palo Alto, CA. 94304("Project"). / / / / 5.a Packet Pg. 52 Rev. September 29, 2021 7 PART 4 – CONSTRUCTION CONTRACT SECTION 3 THE CONTRACT DOCUMENTS. 3.1 List of Documents. The Contract Documents (sometimes collectively referred to as “Agreement” or “Bid Documents”) consist of the following documents which are on file with the Purchasing Division and are hereby incorporated into this Construction Contract by reference. 1) Change Orders 2) Field Orders 3) Construction Contract 4) Bidding Addenda 5) Special Provisions 6) General Conditions 7) Project Plans and Drawings 8) Technical Specifications 9) Instructions to Bidders 10) Invitation for Bids 11) Contractor's Bid/Non-Collusion Declaration 12) Reports listed in the Contract Documents 13) Public Works Department’s Standard Drawings and Specifications (most current version at time of Bid) 14) Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards (most current version at time of Bid) 15) City of Palo Alto Traffic Control Requirements 16) City of Palo Alto Truck Route Map and Regulations 17) Notice Inviting Pre-Qualification Statements, Pre-Qualification Statement, and Pre-Qualification Checklist (if applicable) 18) Performance and Payment Bonds 3.2 Order of Precedence. For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Contract, the Contract Documents shall have the order of precedence as set forth in the preceding section. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties 5.a Packet Pg. 53 Rev. September 29, 2021 8 PART 4 – CONSTRUCTION CONTRACT Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co-operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6 TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed not later than March 31, 2023. within calendar days () after the commencement date specified in City’s Notice to Proceed. By executing this Construction Contract, Contractor expressly waives any claim for delayed early completion. 6.4 Liquidated Damages. Pursuant to Public Contract Code Section 7203, if Contractor fails to achieve Final Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Final Completion, based on the amount of Three Thousand Five Hundred dollars ($3,500.00) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Final Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Final Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time. 5.a Packet Pg. 54 Rev. September 29, 2021 9 PART 4 – CONSTRUCTION CONTRACT 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of One Million Four Hundred Eleven Thousand and Fifty-Nine Dollars ($1,411,059). [This amount includes the Base Bid and Additive Alternates .] 7.2 Full Compensation. The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all Losses arising out of the nature of the Work or from the acts of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in performance of the Work until its Acceptance by City, all risks connected with the Work, and any and all expenses incurred due to suspension or discontinuance of the Work, except as expressly provided herein. The Contract Sum may only be adjusted for Change Orders approved in accordance with the requirements of the Contract Documents. SECTION 8 STANDARD OF CARE. 8.1 Standard of Care. Contractor agrees that the Work shall be performed by qualified, experienced and well-supervised personnel. All services performed in connection with this Construction Contract shall be performed in a manner consistent with the standard of care under California law applicable to those who specialize in providing such services for projects of the type, scope and complexity of the Project. SECTION 9 INDEMNIFICATION. 9.1 Hold Harmless. To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter individually referred to as an “Indemnitee” and collectively referred to as "Indemnitees"), through legal counsel acceptable to City, from and against any and liability, loss, damage, claims, expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in performing the Work or its failure to comply with any of its obligations under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. Contractor shall pay City for any costs City incurs to enforce this provision. Except as provided in Section 9.2 below, nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. Pursuant to Public Contract Code Section 9201, City shall timely notify Contractor upon receipt of any third-party claim relating to the Contract. 5.a Packet Pg. 55 Rev. September 29, 2021 10 PART 4 – CONSTRUCTION CONTRACT 9.2 Survival. The provisions of Section 9 shall survive the termination or expiration of this Construction Contract. SECTION 10 NON-DISCRIMINATION. 10.1 Municipal Code Requirement. As set forth in Palo Alto Municipal Code section 2.30.510, Contractor certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to the race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. Contractor acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements, and the penalties for violation thereof, and will comply with all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 11 INSURANCE AND BONDS. 11.1 Evidence of coverage. Within ten (10) business days following issuance of the Notice of Award, Contractor shall provide City with evidence that it has obtained insurance and shall submit Performance and Payment Bonds satisfying all requirements in Article 11 of the General Conditions. SECTION 12 PROHIBITION AGAINST TRANSFERS. 12.1 Assignment. City is entering into this Construction Contract in reliance upon the stated experience and qualifications of the Contractor and its Subcontractors set forth in Contractor’s Bid. Accordingly, Contractor shall not assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any assignment, hypothecation or transfer without said consent shall be null and void, and shall be deemed a substantial breach of contract and grounds for default in addition to any other legal or equitable remedy available to the City. 12.2 Assignment by Law. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if the Contractor is a partnership or joint venture or syndicate or co-tenancy shall result in changing the control of Contractor, shall be construed as an assignment of this Construction Contract. Control means more than fifty percent (50%) of the voting power of the corporation or other entity. SECTION 13 NOTICES. 13.1 Method of Notice. All notices, demands, requests or approvals to be given under this Construction Contract shall be given in writing and shall be deemed served on the earlier of the following: (i) On the date delivered if delivered personally; (ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided; (iii) On the date sent if sent by facsimile transmission; (iv) On the date sent if delivered by electronic mail; or (v) On the date it is accepted or rejected if sent by certified mail. 5.a Packet Pg. 56 Rev. September 29, 2021 11 PART 4 – CONSTRUCTION CONTRACT 13.2 Notice to Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Copy to: City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: [Include Construction Manager, If Applicable.] _______________________________ _______________________________ _______________________________ _______________________________ City of Palo Alto Utilities Engineering 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Aaron Perkins Email: Aaron.Perkins@CityofPaloAlto.org In addition, copies of all Claims by Contractor under this Construction Contract shall be provided to the following: Palo Alto City Attorney’s Office 250 Hamilton Avenue P.O. Box 10250 Palo Alto, California 94303 All Claims shall be sent by registered mail or certified mail with return receipt requested. All notices, demands, requests or approvals from City to Contractor shall be addressed to Contractor at: To Contractor: Daleo Inc. 550 E. Luchessa Ave. Gilroy, CA 95020 Attn: Joe Franke Email: joe@daleoinc.com 13.3 Change of Address. 5.a Packet Pg. 57 Rev. September 29, 2021 12 PART 4 – CONSTRUCTION CONTRACT In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend the Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. 5.a Packet Pg. 58 Rev. September 29, 2021 13 PART 4 – CONSTRUCTION CONTRACT 15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 5.a Packet Pg. 59 Rev. September 29, 2021 14 PART 4 – CONSTRUCTION CONTRACT 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. 15.5.1 Compensation. Following such termination and within forty-five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work: .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. .2 For Close-out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close-out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section. 15.6 Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all 5.a Packet Pg. 60 Rev. September 29, 2021 15 PART 4 – CONSTRUCTION CONTRACT subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non-Payment. If City does not pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. 5.a Packet Pg. 61 Rev. September 29, 2021 16 PART 4 – CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint venturers of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19 NUISANCE. 19.1 Nuisance Prohibited. Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20 PERMITS AND LICENSES. Except as otherwise provided in the Special Provisions and Technical Specifications, the Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non-City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21 WAIVER. A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. 5.a Packet Pg. 62 Rev. September 29, 2021 17 PART 4 – CONSTRUCTION CONTRACT SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS. 22.1 Governing Law and Venue. This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, without regard to conflict of law provisions, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, California and no other place. 22.2 Compliance with Laws. Contractor shall comply with all applicable federal and California laws and city laws, including, without limitation, ordinances and resolutions, in the performance of work under this Construction Contract. 22.2.1 Palo Alto Minimum Wage Ordinance. Contractor shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, Contractor shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, Contractor shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 23 COMPLETE AGREEMENT. 23.1 Integration. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24 SURVIVAL OF CONTRACT. 24.1 Survival of Provisions. The provisions of the Construction Contract which by their nature survive termination or expiration of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination or expiration of the Construction Contract. SECTION 25 PREVAILING WAGES. This Project is not subject to prevailing wages and related requirements. Contractor is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the Contract: (1) is not a public works contract; (2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j). Or This Project is subject to prevailing wages and related requirements as a “public works” under California Labor Code Sections 1720 et seq. and related regulations. Contractor is required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et 5.a Packet Pg. 63 Rev. September 29, 2021 18 PART 4 – CONSTRUCTION CONTRACT seq., as amended from time to time. Pursuant to Labor Code Section 1773, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the State of California Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the City’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, website (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. Contractor shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.), including, but not limited to, Sections 1720, 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to time. SECTION 26 NON-APPROPRIATION. 26.1 Appropriations. 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 the City does not appropriate funds for the following fiscal year for this event, 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 Construction Contract are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 27 AUTHORITY. 27.1 Representation of Parties. 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. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which, when executed by all the parties, shall together constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, as may be amended from time to time, unless otherwise required by law. 5.a Packet Pg. 64 Rev. September 29, 2021 19 PART 4 – CONSTRUCTION CONTRACT SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Contractor shall secure the payment of workers’ compensation to its employees as provided in Labor Code Sections 1860 and 3700. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor thereby certifies as follows: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” SECTION 32 DIR REGISTRATION AND OTHER REQUIREMENTS. 32.1 General Notice to Contractor. City requires Contractor and its Subcontractors to comply with all applicable requirements of the California Labor Code including but not limited to Labor Code Sections 1720 through 1861, and all applicable related regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. Additional information regarding public works and prevailing wage requirements is available on the DIR website (see e.g. http://www.dir.ca.gov) as amended from time to time. 32.2 Labor Code section 1771.1(a) City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” 32.3 DIR Registration Required. City will not accept a bid proposal from or enter into this Construction Contract with Contractor without proof that Contractor and its Subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. 32.4 Posting of Job Site Notices; Compliance Monitoring. City gives notice to Contractor and its Subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to compliance monitoring and enforcement by DIR. 32.5 Payroll Records. Contractor shall furnish certified payroll records directly to the Labor Commissioner (DIR) in accordance with Subchapter 3, Title 8 of the California Code of Regulations Section 16461 (8 CCR Section 16461). City requires Contractor and its Subcontractors to comply with the requirements of Labor Code section 1776, including but not limited to: 5.a Packet Pg. 65 Rev. September 29, 2021 20 PART 4 – CONSTRUCTION CONTRACT (i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its Subcontractors, in connection with the Project. (ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its Subcontractors, respectively. (iii) At the request of City, acting by its Project Manager, Contractor and its Subcontractors shall make the certified payroll records available for inspection or furnished upon request to the City’s Project Manager within ten (10) days of receipt of City’s request. City requests Contractor and its Subcontractors to submit the certified payroll records to the City’s Project Manager at the end of each week during the Project. (iv) If the certified payroll records are not provided as required within the 10-day period, then Contractor and its Subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the City’s Project Manager of the location of Contractor’s and its Subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the City’s Project Manager within five (5) business days of any change of location of those payroll records. 32.6 Employment of Apprentices. Contractor shall comply with the statutory requirements regarding employment of apprentices including without limitation Labor Code Section 1777.5. The statutory provisions will be enforced for penalties for failure to pay prevailing wages and for failure to comply with wage and hour laws. 5.a Packet Pg. 66 Rev. September 29, 2021 21 PART 4 – CONSTRUCTION CONTRACT IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: ____________________________ City Attorney or designee APPROVED: ____________________________ Utilities Director DALEO INC. By:___________________________ Name:________________________ Title:__________________________ By:____________________________ Name:__________________________ Title:__________________________ 5.a Packet Pg. 67 ATTACHMENT B Gas Main Replacement Project 24A Bid Opening Date 8/26/22 GS-14003 179815 Item No.Qty. Unit Description Unit Price Extended Price Unit Price Extended Price 1 2,171 LF Install 4" Gas MDPE pipe by horizontal directional drilling 215.00$ 466,765.00$ 439.35$ 953,828.85$ 2 256 LF Install 4" Gas MDPE pipe by open trench excavation.450.00$ 115,200.00$ 586.25$ 150,080.00$ 3 1 EA Install Anode Box/Test Station 200.00$ 200.00$ 750.00$ 750.00$ 4 2 EA Install 1" PE Gas Service Line Including EFV and 1" Riser with OR without a bypass at the existing gas meter location by horizontal directional drilling OR open trench excavattion 6,000.00$ 12,000.00$ 9,500.00$ 19,000.00$ 5 1 EA Install 1" PE Gas Service Stub and EFV for the City to reconnect the existing 1" PE gas service to new main by horiziontal directional drilling OR open trench excavation 2,750.00$ 2,750.00$ 7,500.00$ 7,500.00$ 6 2 EA Install 2" PE Gas Service Line Including 2" PE ball valve and/or EFV and 2" Riser with a 1-1/4" or 2" bypass at existing gas meter location by horizotnal directional drilling OR open trench excavation 7,000.00$ 14,000.00$ 10,500.00$ 21,000.00$ 7 3 EA Install 2" PE Gas Service Stub with 2" PE ball valve and/or EFV for the City to reconnect the existing 2" PE gas service to new main by horizontal directional drilling OR open trench excavation 3,500.00$ 10,500.00$ 8,500.00$ 25,500.00$ 8 1 EA Install a 4" commercial steel pipe bollard filled with concrete at existing gas meter location per Standard Detail WGW-05B 600.00$ 600.00$ 750.00$ 750.00$ 9 4 EA Excavate Tie-in/Abandonment Pits for Gas Main(s) (≤5-ft in depth, up to 25 SF)3,000.00$ 12,000.00$ 6,500.00$ 26,000.00$ 10 1 EA Excavate Tie-in/Abandonment Pits for Gas Main(s) (≤5-ft in depth, up to 50 SF)6,000.00$ 6,000.00$ 8,500.00$ 8,500.00$ 11 2 EA Replace existing gas meter box and lid with Armorcast Polymere Concrete Utility Box (24" x 36" x 18") with extensions and one-piece cover per Standard Detail GD-21 2,500.00$ 5,000.00$ 4,500.00$ 9,000.00$ 12 4 EA Replace existing gas meter box and lid with Armorcast Polymere Concrete Utility Box (30" x 60" x 36") with extensions and two-piece cover per Standard Detail GD-22 3,500.00$ 14,000.00$ 6,500.00$ 26,000.00$ 13 1 EA Perform GPS survey or Collect survey points 60,000.00$ 60,000.00$ 65,000.00$ 65,000.00$ Total 719,015.00$ 1,312,908.85$ Item No.Qty. Unit Description Unit Price Extended Price Unit Price Extended Price 14 1 EA Install 1" PE Gas Service Line Including EFV and 1" Riser with OR without a bypass at a NEW gas meter location by horizontal directional drilling OR open trench excavattion 6,000.00$ 6,000.00$ 9,500.00$ 9,500.00$ 15 2 EA Abandon existing anode box / valve 400.00$ 800.00$ 500.00$ 1,000.00$ 16 3 EA Install sanitary sewer cleanout 3,000.00$ 9,000.00$ 7,500.00$ 22,500.00$ 17 1 CY Recycle asphalt containing petro mat 80.00$ 80.00$ 200.00$ 200.00$ 18 2 EA Removal and replace as section of the sanitary sewer lateral 2,000.00$ 4,000.00$ 5,200.00$ 10,400.00$ 19 300 Inch/SF Install additional pavement (Concrete thickness)0.60$ 180.00$ 12.00$ 3,600.00$ 20 300 Inch/SF Install additional pavement (AC thickness)1.00$ 300.00$ 8.00$ 2,400.00$ 21 1,500 Inch/SF Install additional Class 2 Aggregate Base (Base thickness)0.35$ 525.00$ 3.00$ 4,500.00$ 22 1,500 Inch/SF Install additional pavement thickness (Base thickness)0.35$ 525.00$ 8.00$ 12,000.00$ 23 100 LF Install additional curb 25.00$ 2,500.00$ 60.00$ 6,000.00$ 24 100 LF Install additional gutter 25.00$ 2,500.00$ 60.00$ 6,000.00$ 25 100 SF Install additional sidewalk 15.00$ 1,500.00$ 50.00$ 5,000.00$ 26 1,000 Inch/LF Sawcut additional pavement (thickness)0.25$ 250.00$ 2.50$ 2,500.00$ 27 100 LF Perform additional saw cutting 3.00$ 300.00$ 8.00$ 800.00$ 28 1 EA Remove unused meter box 250.00$ 250.00$ 4,000.00$ 4,000.00$ 29 2 Ton Disposal of excavated soils at Class 1 landfill 400.00$ 800.00$ 1,000.00$ 2,000.00$ 30 2 Ton Disposal of excavated soils at Class 2 landfill 350.00$ 700.00$ 1,000.00$ 2,000.00$ 31 5 EA Additional pothole due to the USA mismark or requested by the City for verification 600.00$ 3,000.00$ 750.00$ 3,750.00$ 0 0 0 0 -$ -$ -$ 0 0 0 0 -$ -$ -$ Total 33,210.00$ 98,150.00$ Project Title CIP No. Section A - GMR 24A - Base Bid Engineer's Estimate Daleo Inc. Section B - GMR 24A - Additive Alternate Engineer's Estimate Daleo Inc. PR No. 5.b Packet Pg. 68 © 2022 Microsoft Corporation © 2022 Maxar ©CNES (2022) Distribution Airbus DS 281 331 213 283 BLDG K BLDG N BLD G M BLDG E BLDG D BLDG O PARKING PAR K I N G BLDG V BLDG L 180 EL CAMINO REAL BUILDINGCC BUILDINGDD SANTA 880 680 MILPITAS MATEO ALTOS STANFORD MOUNTAIN PALO ALTO 280 SAN UNIV. PARK WOODSIDE REDWOOD MENLO PARK VIEW LOS SUNNYVALE 101 CAMPBELL SANJOSE CO. CO. SANTA CRUZ SAN MATEO SANGREGORIO PESCADERO LA HONDA CUPERTINO SARATOGA CO. SAN T A C L A R A C O . CO. CLARA SANTA CLARA 80 680 780 VALLEJO CONTRA COSTA CO. 4 CONCORD LAFAYETTE MARTINEZ 4 SAN PABLO HERCULESPINOLE 680 HILLPLEASANT 242 MARIN 101 MILL MADERA ANSELMOSAN LARKSPUR RAFAELSAN CORTE CO. CON T R A C O S T A C O . MAR I N C O . 580 580 580 80 80 24ALBANY BERKELEY EMERYVILLE OAKLAND CON T R A MORAGA COSTA CO. PLEASANTON ALAMEDA C O . LIVERMORE SAN BRUNO SAN LEANDRO LORENZO ALAMEDA BRISBANE SOUTH SAN 238 580 HAYWARD CONTRA C O S T A C O . SAN F R A N C I S C O C O . SAUSALITO SAN CITYMARIN SAN 280 PACIFICA CO. DALYCITY FRANCISCO COLMA SAN MATEO CO.SAN FRANCISCO CO. SAN FRANCISCO FRANCISCO VALLEY TIBURON ORINDA WALNUT CREEK PROJECT AREA FREMONT 101 SANCARLOS 92 BELMONT MATEO FOSTER CITYSAN BURLINGAME MILBRAE 880 84 NEWARK UNION CITY ATHERTON REDWOOD CITY MOSS BEACH MONTARA LINDA MAR EL GRANADA HALF MOON BAY CRUZ SANTA ALAMEDA CO. ALA M E D A C O . SAN M A T E O C O . SANTA CLARA CO. ALAMEDA CO. SCOTTS VALLEY VICINITY MAP CO. \\staff.copa\files\Shared\UTL\EngrOps\WGWEngr\CIP Projects\Gas\GMR 24A\4 - Bid, Award, and Contract\4 - Staff Report\Attachments\GMR24A Project location.dwgFILE: CITY OFPALOALTOUTILITIES Feet 0 100 200 PARKINGBUILDING PARKINGBUILDING ATTACHMENT C GAS MAIN REPLACEMENT 24A PROJECT LOCATIONS LEGEND:- GMR24A WORK LOCATIONS IN STANFORDSHOPPING CENTER ORCHARD LANE SHO P P I N G C E N T E R W A Y ORCHA R D L A N E SHOPPING CENTER WAY PE A R L A N E EL C A M I N O R E A L SW E E T O L I V E W A Y LO N D O N P L A N E W A Y PLU M L A N E QUARRY ROAD SAND H I L L R O A D AR B O R E T U M R O A D BLDG P PARKING 5.c Packet Pg. 69 City of Palo Alto (ID # 14670) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Consent Calendar City of Palo Alto Page 1 Title: Approve and Authorize the City Manager or Designee to Execute Contract C23184325A With Gierlich-Mitchell, Inc. With a Total Not-to-Exceed Amount of $100,058 for Sanitary Sewer Level Monitoring Systems From: City Manager Lead Department: Utilities Recommendation Staff recommends the Council approve and authorize the City Manager or their designee to execute Attachment A, contract with Gierlich-Mitchell, Inc. for a total not-to-exceed amount of $100,058 for sanitary sewer level monitoring systems. Background The City currently owns and subscribes to 36 sanitary sewer level monitory systems from Mission Communications, LLC. These self-contained units monitor the sewer level and trigger alarms during high and low surcharges. This allows City Staff to better monitor the entire wastewater system and prevent Sanitary Sewer Overflows (SSOs). The current devices are strategically placed throughout the City in areas where high incidences of overflows occur. The current model in place is a M83 that operates on the 3G cellular network. Mobile carriers have shut down their 3G networks, making the current manhole monitors obsolete and in need of immediate replacement. When the Mission Communication monitor senses a high level of wastewater in the manhole it will send out an immediate notification via email and text to our Wastewater Emergency Division. Upon receiving this message, to prevent a Sanitary Sewer Overflow (SSO), City staff will take quick and necessary actions listed out in the Sanitary Sewer Management Plan (SSMP). Below is a chart showing how many times the sanitary sewer level monitors triggered a high- level alarm in the past years. CALENDAR YEAR NUMBER OF HIGH-LEVEL ALARMS 2020 94 2021 65 2022 (January - July) 42 City staff are working diligently to maintain the City’s wastewater infrastructure and prevent 6 Packet Pg. 70 City of Palo Alto Page 2 SSOs. Sanitary sewer level monitors play a key role in the early detection of potential sewer overflows which helps the City achieve the SSMP goal of eliminating all preventable SSOs. Discussion Project Description The scope of the Sanitary Sewer Level Monitoring Systems project is to replace the existing monitors with new Mission Communication M84 Manhole Mointors+. Gierlich-Mitchell, Inc. will manage the project by procuring the Mission Communication products and contracting Teviotdale, a B licensed general contractor, to remove and dispose of the existing units and replace and install the new monitoring system. Gierlich-Mitchell, Inc. staff will train City staff in using the online platform after installation and ensure each monitor is functioning properly. Bid Process On May 9, 2022, a request for proposal (RFP) for the Sanitary Sewer Level Monitoring System was posted at the City’s electronic procurement system, PlanetBids. The bidding period was 16 calendar days. Bids were received from five contractors on May 24, 2022, as listed on the attached Bid Summary. Bid Name/Number Sanitary Sewer Level Monitoring Project/184325A Proposed Length of Project 1 year Total Days to Respond to Bid 16 Pre-Bid Meeting Non-mandatory Number of Company Attendees at Pre-Bid Meeting 10 Number of Bids Received 5 Bid Price Range $100,058 - $1,068,600 Staff reviewed the bids and recommends that the bid of $100,058 submitted by Gierlich- Mitchell, Inc. be accepted for the contract award. Gierlich-Mitchell’s proposal was the lowest responsive bid and meets the City’s requirements. City Staff has worked with Gierlich-Mitchell’s staff and subcontractor in the past to deploy the current sewer level monitors. Staff has confirmed that both Gierlich-Mitchell, Inc. and their subcontractor are registered and in good standing with the Department of Industrial Relations (DIR). Both Gierlich-Mitchell, Inc. and their subcontractor have active license on file with the Contractor’s State License Board. Resource Impact Funds for this project of $109,000 were re-appropriated from FY 2022 and available in FY 2023 Wastewater Collection CIP WC-13002 (Wastewater Fusion and General Equipment) budget. Environmental Review This project is categorically exempt from California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines 15301 (repair, maintenance of existing facilities) and 15302 (replacement or reconstruction of existing facilities). Attachments: 6 Packet Pg. 71 City of Palo Alto Page 3 • Attachment6.a: Attachment A: Gierlich-Mitchell, Inc. Contract; C23184325A • Attachment6.b: Attachment B: Bid Table 6 Packet Pg. 72 City of Palo Alto General Services Agreement 1 Rev. March 29, 2018 CITY OF PALO ALTO CONTRACT NO. C23184325A GENERAL SERVICES AGREEMENT THIS AGREEMENT made and entered into on the 17th day of October, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and Gierlich-Mitchell Inc., a California Corporation, located at 179 Niblick Rd #210, Paso Robles, CA 93446 Telephone Number: -714-236-6070 (“CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows: 1. SERVICES. CONTRACTOR shall provide or furnish the services (the “Services”) described in the Scope of Services, attached at Exhibit A. 2. EXHIBITS AND APPENDIXES. The following exhibits and appendixes are attached to and made a part of this Agreement: “A” - Scope of Services “B” - Schedule of Performance “C” – Schedule of Fees “D” - Insurance Requirements “E” - Performance and/or Payment Bond “F” – DIR Registration for Public Works Contracts “G” – Claims Process for Public Works Contracts CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED. 3. TERM. The term of this Agreement is from October 17, 2022 to October 16, 2023 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions. 4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement. 5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: The total maximum lump sum compensation of One Hundred Thousand 6.a Packet Pg. 73 City of Palo Alto General Services Agreement 2 Rev. March 29, 2018 Fifty-Eight dollars and Seventy-Nine cents ($100,058.79). CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY. 6. COMPENSATION DURING ADDITIONAL TERMS. CONTRACTOR’S compensation rates for each additional term shall be the same as the original term; OR CONTRACTOR’s compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR’s compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to CONTRACTOR’s compensation rates shall be reflected in a written amendment to this Agreement. 7. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix G Claims for Public Contract Code Section 9204 Public Works Projects”. This project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Appendix G, attached hereto and incorporated herein. 6.a Packet Pg. 74 City of Palo Alto General Services Agreement 3 Rev. March 29, 2018 8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is: Venessa Fujii, Dept.: Utilities WGW Operations, 3201 E Bayshore Road, Palo Alto, CA 94303 Email: Venessa.Fujii@CityofPaloAlto.org Telephone: (650)496-6994. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt. GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits. B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications. CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations. C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement. D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors. 6.a Packet Pg. 75 City of Palo Alto General Services Agreement 4 Rev. March 29, 2018 E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR’s business. F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders. G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR’s performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR’s request. When the grounds described above are removed, payment shall be made for amounts withheld because of them. I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of 6.a Packet Pg. 76 City of Palo Alto General Services Agreement 5 Rev. March 29, 2018 the Services and shall survive the completion of the Services or termination of this Agreement. J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement. K. CITY’S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager. L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement. M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement. N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best’s Key Rating of A- :VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk Manager must approve deductibles and self-insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. CONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements 6.a Packet Pg. 77 City of Palo Alto General Services Agreement 6 Rev. March 29, 2018 for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement. O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section survive the completion of the Services or termination of this Agreement. P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. Q. WORKERS' COMPENSATION. CONTRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of Califor- nia which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services. R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days’ prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination. 6.a Packet Pg. 78 City of Palo Alto General Services Agreement 7 Rev. March 29, 2018 Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY. S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY. T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of this Agreement. CONTRACTOR further covenants that, in the performance of this Agreement, it will not employ any person having such an interest. CONTRACTOR certifies that no CITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement. CONTRACTOR agrees to advise CITY if any conflict arises. U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California. V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written. W. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section 6.a Packet Pg. 79 City of Palo Alto General Services Agreement 8 Rev. March 29, 2018 shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONTRACTOR shall comply with CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Division, which are incorporated by reference and may be amended from time to time. CONTRACTOR shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, CONTRACTOR shall comply with the following zero waste requirements: • All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double- sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable based inks. • Goods purchased by Contractor on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including, but not limited to, Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Division’s office. • Reusable/returnable pallets shall be taken back by CONTRACTOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. Z. PREVAILING WAGES This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. 6.a Packet Pg. 80 City of Palo Alto General Services Agreement 9 Rev. March 29, 2018 OR Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the Agreement for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. AA. DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854. CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.” CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR. CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: 6.a Packet Pg. 81 City of Palo Alto General Services Agreement 10 Rev. March 29, 2018 Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request. [For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. If the certified payroll records are not produced to the project manager within the 10-day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control. 6.a Packet Pg. 82 City of Palo Alto General Services Agreement 1 Rev. March 29, 2018 IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee GIERLICH-MITCHELL INC. Officer 1 By:_____________________________ Name:__________________________ Title:___________________________ Officer 2 By:____________________________ Name:_________________________ Title:__________________________ 6.a Packet Pg. 83 City of Palo Alto General Services Agreement 2 Rev. March 29, 2018 EXHIBIT A SCOPE OF SERVICES RFP184325A – Sanitary Sewer Level Monitoring System Contractor shall provide a self-contained wireless sanitary sewer level monitoring system capable of producing immediate alarms for surcharge conditions to prevent sanitary sewer overflows. These self-contained devices shall withstand the corrosion normally associated with sanitary sewer conditions and may be deployed in various sanitary sewer appurtenances including but not limited to manholes and pump stations. Additionally, Contractor shall provide a software program shall be capable of storing historical data trends of wastewater flow levels and alert surcharge conditions via email, text, and phone-based communications. All Contractor services and equipment shall be in conformity to the RFP and the City’s requirements. The contractor shall provide all labor, equipment, material, transportation, mobilization/demobilization, apparatus, and all other incidentals to perform the Work and comply with all requirements and current standards. MATERIALS All components of the self-contained wireless sanitary sewer level monitoring system shall be manufactured using materials resistant to the corrosive environment normally found in a sanitary sewer collection system. All communication equipment including but not limited to antennas, adhesives, and wiring shall perform and withstand heavy traffic areas including city streets and rights-of-way as well as conditions associated with remote locations. Transmissions must use latest technology that can provide a dependable signal throughout various conditions and terrains so that these units may be placed virtually anywhere and still send and receive a dependable signal. QUALIFICATIONS Selected entity shall hold a Class A Engineering License or B General Contractor License SPECIFIC REQUIREMENTS 1. Contractor will be responsible for providing a self-contained wireless sanitary sewer level monitoring system in all of the aforementioned use locations. 6.a Packet Pg. 84 City of Palo Alto General Services Agreement 3 Rev. March 29, 2018 2. The system will provide continuous real time monitoring of water level in manholes, pump stations, and other related wastewater facilities. 3. The system will use a self-contained battery suitably sized to provide sufficient power to operate the unit for a minimum of 2 years from the date the unit is placed into service without battery replacement. 4. The system will provide unit maintenance information including battery voltage, internal power supply status, and satellite signal strength. 5. The product manufacturer shall provide active and periodic remote maintenance monitoring of the system to verify operations and communications of the system, including battery voltage, satellite signal strength, power supply voltage and sensor integrity, and report any system abnormalities. 6. The Contractor must comply with all OSHA regulations regarding confined space entry during installation. 7. The system will communicate using a two–way signal to existing satellite networks, or cellular wireless technology in the service area and shall not require any additional system installation other than that of the device itself. 8. Any communication device used by the system shall have FCC approval where applicable. 9. The system shall use a secure web page to display the following information: o Graphical representation of the data logging of water levels. o Maintenance Information o Map based graphical user interface to display the location of each unit and the current status o The alarm status of a unit shall be indicated by a different representation for when the unit is operating safely o Alarms and alarm history o Customer input of maintenance and location notes 10. The secure web page shall be capable of the following: o Sending control commands to the field units for the purpose of turning alarms on or off, or changing the alarm set point o Exporting data using commercially available file formats 11. The field unit shall be designed to work in the harsh ambient conditions of a sanitary sewer system and be capable of surviving immersion in water. 6.a Packet Pg. 85 City of Palo Alto General Services Agreement 4 Rev. March 29, 2018 12. The system field units can use no less than two alarm floats capable of being adjusted to indicate different surcharge levels inside of the manhole 13. Replacement part shall be available from the manufacture within 5 business days. 14. The antenna shall be specifically designed for and matched to the field unit and shall not be for a general-purpose design. The antenna shall be traffic rated and able to withstand the harsh conditions that exist in high traffic roadways in all seasonal conditions. 15. The field unit shall be capable of remote diagnostic troubleshooting. 16. The complete unit shall be small enough to be installed on a single manhole cover, hatch cover or other entry point cover. Except to ensure proper fit adjustments, unit installation shall not require any modifications to the manhole or surrounding grounds. 17. The field unit shall be designed and installed such that it can easily be moved aside for routine collection system maintenance such as jetting, pump station cleaning, etc. 18. The system shall immediately alert via text, email, phone call, or other previously specified communication when a high-level alarm is triggered. 19. The system shall have a uniform global coverage of its communication system. WARRANTY All components of the self-contained wireless sanitary sewer level monitoring systems unless otherwise stated shall be warranted for a period of no less than two (2) years from the date the unit is placed into service. LOCATION Sanitary sewer monitors are to be installed in the same manhole that the existing monitor is currently in. However, the City has the right to change manhole locations if necessary. 6.a Packet Pg. 86 City of Palo Alto General Services Agreement 5 Rev. March 29, 2018 EXHIBIT B SCHEDULE OF PERFORMANCE CONTRACTOR shall perform the Services specified in Exhibit A (Scope of Services) of this Agreement or as assigned by the CITY’s Project Manager. The following work will need to be completed within fifteen (15) working days from Notice to Proceed once all parts are received. Parts may take 4-6 weeks to receive. Once all units are completed and installed the 2-year warranty for each unit will be available. 6.a Packet Pg. 87 City of Palo Alto General Services Agreement 6 Rev. March 29, 2018 EXHIBIT C SCHEDULE OF FEES CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. All Payments are based upon CITY’s acceptance of CONTRACTOR’s performance of the phase as evidenced by successful completion of the Deliverable for that Phase. CITY shall have no obligation to pay unless CONTRACTOR has successfully completed and CITY has approved the Project Phase for which payment is due. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. BID ITEM APPROX. QTY. UNIT DESCRIPTION, WITH UNIT PRICE IN WORDS (EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE, BONDS, AND OTHER OVERHEAD) UNIT PRICE TOTAL ITEM PRICE 001 39 EA Sanitary Sewer Level Monitoring Units Unit Price in words: - Nine hundred, seventy-six dollars and eighty-eight cents $ 976.88 $ 38,098.32 002 39 EA Removal of Existing Units and Installation of New Units Unit Price in words: - One thousand, three hundred seven dollars and sixty-nine cents $ 1,307.69 $ 50,999.91 003 39 EA Disposal of Existing Units Unit Price in words: - Forty dollars $ 40.00 $ 1,560.00 004 39 Lump Sum Subscription Service Year 1 Unit Price in words: - Two hundred forty-one dollars and four cents $ 241.04 $ 9,400.56 Base Bid Total (items 001 through 004) (Total in words: One hundred thousand, fifty-eight dollars and seventy-nine cents) $100,058.79 38,098.32 Remove existing sewer level monitoring units.50,999.91 Install new sewer level monitoring units.1,560.00 Dispose of existing sewer level monitoring units.9,400.56 Subscription service for one year 6.a Packet Pg. 88 Professional Services Rev. Dec.15, 2020 Page 1 of 2 EXHIBIT D INSURANCE REQUIREMENTS CONSULTANTS 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 HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY 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 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, 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 CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I.INSURANCE COVERAGE MUST INCLUDE: A.A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FORCONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II.THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGEAT THE FOLLOWING URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569 III.ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONALINSUREDS: 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 ORCONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THEADDITIONAL INSUREDS. 6.a Packet Pg. 89 Professional Services Rev. Dec.15, 2020 Page 2 of 2 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. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED 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 6.a Packet Pg. 90 City of Palo Alto General Services Agreement 9 Rev. March 29, 2018 EXHIBIT E BONDS [ATTACH BOND FORMS IF BONDS ARE REQUIRED] 6.a Packet Pg. 91 City of Palo Alto General Services Agreement 10 Rev. March 29, 2018 EXHIBIT F DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors, if any, to comply with all applicable requirements of the California Labor Code including but not limited to Labor Code Sections 1720 through 1861, and all applicable related regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. This Exhibit E applies in addition to the provisions of Section 26 (Prevailing Wages and DIR Registration for Public Works Contracts) of the Agreement. CITY provides notice to CONTRACTOR of the requirements of California Labor Code Section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” This Project is subject to compliance monitoring and enforcement by DIR. All contractors must be registered with DIR per Labor Code Section 1725.5 in order to submit a bid. All subcontractors must also be registered with DIR. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with DIR. Additional information regarding public works and prevailing wage requirements is available on the DIR web site (see e.g. http://www.dir.ca.gov) as amended from time to time. CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation. CONTRACTOR shall furnish certified payroll records directly to the Labor Commissioner (DIR) in accordance with Subchapter 3, Title 8 of the California Code of Regulations Section 16461 (8 CCR Section 16461). CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code Section 1776, including but not limited to: 6.a Packet Pg. 92 City of Palo Alto General Services Agreement 11 Rev. March 29, 2018 Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively. At the request of CITY, acting by its Project Manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the CITY Project Manager within ten (10) days of receipt of CITY’s request. CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to CITY’s Project Manager at the end of each week during the Project. If the certified payroll records are not provided as required within the 10-day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR. Inform CITY’s Project Manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to CITY’s Project Manager within five (5) business days of any change of location of those payroll records. Eight (8) hours labor constitutes a legal day’s work. CONTRACTOR shall forfeit as a penalty to CITY, $25.00 for each worker employed in the execution of the Agreement by CONTRACTOR or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular, Sections 1810 through 1815 thereof, except that work performed by employees of CONTRACTOR or any subcontractor in excess of eight (8) hours per day, or forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day, or forty (40) hours per week, at not less than one and one-half (1&1/2) times the basic rate of pay, as provided in Section 1815. CONTRACTOR shall secure the payment of workers’ compensation to its employees as provided in Labor Code Sections 1860 and 3700 (Labor Code 1861). CONTRACTOR shall sign and file with the CITY a statutorily prescribed statement acknowledging its obligation to secure the payment of workers’ compensation to its employees before 6.a Packet Pg. 93 City of Palo Alto General Services Agreement 12 Rev. March 29, 2018 beginning work (Labor Code 1861). CONTRACTOR shall post job site notices per regulation (Labor Code 1771.4(a)(2)). CONTRACTOR shall comply with the statutory requirements regarding employment of apprentices including without limitation Labor Code Section 1777.5. The statutory provisions will be enforced for penalties for failure to pay prevailing wages and for failure to comply with wage and hour laws. 6.a Packet Pg. 94 City of Palo Alto General Services Agreement 13 Rev. March 29, 2018 Appendix G Claims for Public Contract Code Section 9204 Public Works Projects The provisions of this Exhibit are provided in compliance with Public Contract Code Section 9204; they provide the exclusive procedures for any claims pursuant to Public Contract Code Section 9204 related to the Services performed under this Agreement. 1. Claim Definition. “Claim” means a separate demand by the Contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following: (A) A time extension, including, without limitation, for relief from damages or penalties for delay assessed by the City. (B) Payment by the City of money or damages arising from the Services performed by, or on behalf of, the Contractor pursuant to the Agreement and payment for which is not otherwise expressly provided or to which the Contractor is not otherwise entitled. (C) Payment of an amount that is disputed by the City. 2. Claim Process. (A) Timing. Any Claim must be submitted to City in compliance with the requirements of this Exhibit no later than fourteen (14) days following the event or occurrence giving rise to the Claim. This time requirement is mandatory; failure to submit a Claim within fourteen (14) days will result in its being deemed waived. (B) Submission. The Claim must be submitted to City in writing, clearly identified as a “Claim” submitted pursuant to this Exhibit, and must include reasonable documentation substantiating the Claim. The Claim must clearly identify and describe the dispute, including relevant references to applicable portions of the Agreement, and a chronology of relevant events. Any Claim for additional payment must include a complete, itemized breakdown of all labor, materials, taxes, insurance, and subcontract, or other costs. Substantiating documentation such as payroll records, receipts, invoices, or the like, must be submitted in support of each claimed cost. Any Claim for an extension of time or delay costs must be substantiated with schedule analysis and narrative depicting and explaining claimed time impacts. (C) Review. Upon receipt of a Claim in compliance with this Exhibit, the City shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days from receipt, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Upon receipt of a Claim, the City and Contractor may, by mutual agreement, extend the time period provided in this paragraph 2. 6.a Packet Pg. 95 City of Palo Alto General Services Agreement 14 Rev. March 29, 2018 (D) If City Council Approval Required. If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the City Council does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the City Council after the 45-day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion. (E) Payment. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement. If the City fails to issue a written statement, paragraph 3, below, shall apply. 3. Disputed Claims (A) Meet and Confer. If the Contractor disputes the City's written response, or if the City fails to respond to a Claim submitted pursuant to this Exhibit within the time prescribed, the Contractor may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement. (B) Mediation. Any remaining disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing by the Contractor. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate the disputed portion of the Claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts of the Claim remaining in dispute shall be subject to any other remedies authorized by the Agreement and laws. (i) For purposes of this paragraph 3.B, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation. Any mediation utilized shall conform to the timeframes in this section. (ii) Unless otherwise agreed to by the City and the Contractor in writing, the 6.a Packet Pg. 96 City of Palo Alto General Services Agreement 15 Rev. March 29, 2018 mediation conducted pursuant to this section shall excuse any further obligation, if any, under Public Contract Code Section 20104.4 to mediate after litigation has been commenced. 4. City’s Failure to Respond. Failure by the City to respond to a Claim from the Contractor within the time periods described in this Exhibit or to otherwise meet the time requirements of this Exhibit shall result in the Claim being deemed rejected in its entirety. A Claim that is denied by reason of the City's failure to have responded to a Claim, or its failure to otherwise meet the time requirements of this Exhibit, shall not constitute an adverse finding with regard to the merits of the Claim or the responsibility or qualifications of the Contractor. 5. Interest. Amounts not paid in a timely manner as required by this section shall bear interest at seven (7) percent per annum. 6. Approved Subcontractor Claims. If an approved subcontractor or a lower tier subcontractor lacks legal standing to assert a Claim against the City because privity of contract does not exist, the Contractor may present to the City a Claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor may request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the Contractor present a Claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor. The subcontractor requesting that the Claim be presented to the City shall furnish reasonable documentation to support the Claim. Within 45 days of receipt of this written request, the Contractor shall notify the subcontractor in writing as to whether the Contractor presented the claim to the City and, if the Contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so. 7. Waiver of Provisions. A waiver of the rights granted by Public Contract Code Section 9204 is void and contrary to public policy, provided, however, that (1) upon receipt of a Claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable; and (2) the City may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of Public Contract Code Section 9204, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section. 6.a Packet Pg. 97 ADS Corp DESCRIPTION, WITH UNIT PRICE IN WORDS (PRICE IS INCLUSIVE OF ALL APPLICABLE TAXES) Sanitary Sewer Level Monitoring Units (Unit Price in words: _____________________________________ Removal of Existing Units and Installation of New Units (Unit Price in words: _____________________________________ Disposal of Existing Units (Unit Price in words: _____________________________________ Subscription Service Year 1 (Unit Price in words: _____________________________________ 186,927.00$ Aqua Sierra Controls DESCRIPTION, WITH UNIT PRICE IN WORDS (PRICE IS INCLUSIVE OF ALL APPLICABLE TAXES) Sanitary Sewer Level Monitoring Units (Unit Price in words: _____________________________________ Removal of Existing Units and Installation of New Units (Unit Price in words: _____________________________________ Disposal of Existing Units (Unit Price in words: _____________________________________ Subscription Service Year 1 (Unit Price in words: _____________________________________ 268,679.58$ Castillo Plumbing DESCRIPTION, WITH UNIT PRICE IN WORDS (PRICE IS INCLUSIVE OF ALL APPLICABLE TAXES) Sanitary Sewer Level Monitoring Units (Unit Price in words: _____________________________________ Removal of Existing Units and Installation of New Units (Unit Price in words: _____________________________________ Disposal of Existing Units (Unit Price in words: _____________________________________ Subscription Service Year 1 (Unit Price in words: _____________________________________ 1,068,600.00$ Section A - Base Bid Total (items 001 through 004, with all applicable taxes included) 4 1 Lump Sum 500.00$ 19,500.00$ 3 39 Each 400.00$ 15,600.00$ 2 39 Each 21,000.00$ 819,000.00$ TOTAL ITEM PRICE 1 39 Each 5,500.00$ 214,500.00$ Section A - Base Bid Total (items 001 through 004, with all applicable taxes included) BID ITEM APPROX. QTY.UNIT UNIT PRICE 4 1 Lump Sum 438.27$ 17,092.53$ 3 39 Each 19.03$ 742.17$ 2 39 Each 1,874.05$ 73,087.95$ TOTAL ITEM PRICE 1 39 Each 4,557.87$ 177,756.93$ Section A - Base Bid Total (items 001 through 004, with all applicable taxes included) BID ITEM APPROX. QTY.UNIT UNIT PRICE 13,494.00$ 14 346.00$ Lump Sum 39 Each 512.00$ 19,968.00$ 3 39 Each 18.00$ 702.00$ 2 1 39 Each 3,917.00$ 152,763.00$ BID ITEM APPROX. QTY.UNIT UNIT PRICE TOTAL ITEM PRICE 6.b Packet Pg. 98 Gierlich-Mitchell DESCRIPTION, WITH UNIT PRICE IN WORDS (PRICE IS INCLUSIVE OF ALL APPLICABLE TAXES) Sanitary Sewer Level Monitoring Units (Unit Price in words: _____________________________________ Removal of Existing Units and Installation of New Units (Unit Price in words: _____________________________________ Disposal of Existing Units (Unit Price in words: _____________________________________ Subscription Service Year 1 (Unit Price in words: _____________________________________ 100,058.79$ SmartCover DESCRIPTION, WITH UNIT PRICE IN WORDS (PRICE IS INCLUSIVE OF ALL APPLICABLE TAXES) Sanitary Sewer Level Monitoring Units (Unit Price in words: _____________________________________ Removal of Existing Units and Installation of New Units (Unit Price in words: _____________________________________ Disposal of Existing Units (Unit Price in words: _____________________________________ Subscription Service Year 1 (Unit Price in words: _____________________________________ 222,289.08$ Section A - Base Bid Total (items 001 through 004, with all applicable taxes included) 4 1 Lump Sum 390.00$ 15,210.00$ 3 39 Each 6.41$ 249.99$ 2 39 Each 1,096.35$ 42,757.65$ TOTAL ITEM PRICE 1 39 Each 4,206.96$ 164,071.44$ Section A - Base Bid Total (items 001 through 004, with all applicable taxes included) BID ITEM APPROX. QTY.UNIT UNIT PRICE 4 1 Lump Sum 241.04$ 9,400.56$ 3 39 Each 40.00$ 1,560.00$ 2 39 Each 1,307.69$ 50,999.91$ TOTAL ITEM PRICE 1 39 Each 976.88$ 38,098.32$ BID ITEM APPROX. QTY.UNIT UNIT PRICE 6.b Packet Pg. 99 City of Palo Alto (ID # 14764) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Consent Calendar City of Palo Alto Page 1 Title: Approval of Amendment No. 1 to Contract # C21180078 with Blue Rhino Studios, Inc. in the Amount of $234,748 for Design and Fabrication of Additional Dinosaur Sculptures and Exhibits for the Palo Alto Junior Museum & Zoo for a total not-to-exceed amount of $449,464 From: City Manager Lead Department: Community Services Recommendation Staff recommends that Council approve an amendment (Attachment A) to the professional services agreement (C21180078) with Blue Rhino Studio, Inc. to increase the contract in the amount of $234,758 for a total not to exceed amount of $449,464 for fabrication of additional dinosaur sculptures and exhibits for the Palo Alto Junior Museum & Zoo (JMZ) “California Dinosaur Garden” Exhibition Project, Capital Improvement Program Project AC-18001. Background Founded in 1934, the JMZ is dedicated to enriching the lives of children, ages 0 to 11, through hands-on exploration of the world. Construction of the new JMZ facility was completed in 2021 and opened to the public in November 2021. The Capital Improvement Project, AC-18001 funds the new JMZ and its exhibits and includes funding for a new permanent outdoor exhibition about dinosaurs that lived in California. The exhibition will include live cretaceous-era plants, turtles, geologic specimens, animations, a fossil dig, and life-size sculptures of several types of dinosaurs and animals from California. The sculptures are the main feature. Attachment B includes a rendering of the outdoor exhibit. On April 19, 2021, Council awarded a contract to Blue Rhino Studios in the amount of $214,706 to design and fabricate three large dinosaurs, the long-lead elements of the exhibition (Staff Report 12071). As the exhibit design has developed, the scope now includes four additional life-size smaller sculptures and large replica fossil skeletons for the fossil dig experience. Discussion 7 Packet Pg. 100 City of Palo Alto Page 2 Staff recommends that Blue Rhino Studios fabricate this additional scope of work. Blue Rhino Studios will maintain artistic and scientific consistency across all elements of the exhibit. Their costs for the currently contracted scope of work were very competitive during the initial bid process. During that process Blue Rhino was the second lowest bid out of seven, however; price was only one of multiple factors evaluated. Refer to Staff Report 12071 for a summary of the initial bid process. Blue Rhino Studios has proven to be competent and did excellent quality of work on this initial contracted scope of work. The bid for the amended scope is also very competitively priced. The total design and fabrication budget for this permanent exhibition is $980,000, which includes allocated funds from the CIP in the amount of $430,000, a federal grant in the amount of $250,000, and a contribution from the Friends of the Palo Alto Junior Museum & Zoo (Friends) in the amount of $300,000. Council accepted the federal grant for $250,000 and the corresponding budget amendment to appropriate additional funding for the new exhibition, called “California Dinosaur Garden”, on September 14, 2020 (Staff Report 11558). The $300,000 contribution from the Friends will be expended by them for the remaining exhibit costs. Exhibition cost breakdown is as follows: The new exhibition will open in Fall of 2023 and is expected to drive attendance to the JMZ by offering a new major attraction. Typically, new museums and attractions face a slump in attendance approximately two years post-opening. New exhibitions counteract that potential attendance decline. It will also increase visitor capacity in the facility by providing new activities in the ticketed outdoor courtyard. Timeline The “California Dinosaur Garden” exhibition will open in Fall of 2023. Resource Impact Funding for the fabrication of dinosaur sculptures and exhibits for the “California Dinosaur Garden” Exhibition Project, Capital Improvement Program Project AC-18001 is available in the FY 2023 Adopted Capital Budget. The total fabrication budget for this permanent exhibition is $980,000, which includes 7 Packet Pg. 101 City of Palo Alto Page 3 - allocated funds from the CIP in the amount of $430,000, - a federal grant in the amount of $250,000, and - a contribution from the Friends of the Palo Alto Junior Museum & Zoo (Friends) in the amount of $300,000. Policy Implications The exhibition discussed in this report advance many important policy objectives related to the City Comprehensive Plan Policy Goal C-1: Deliver community services effectively and efficiently. These include: • Policy C-1.4 Promote City parks, open spaces, recreational facilities, libraries, classes and cultural activities for community members recognizing that these facilities and services build and strengthen community. • Policy C-1.16 Provide arts, science and recreational activities that foster healthy children, youth and teen development. • Policy C-1.20 Leverage available funding to support the development of, and improved access to, programs that address all types of developmental disabilities, including physical, sensory, cognitive or social/emotional needs. Stakeholder Engagement Stakeholders, including the JMZ audience, scientific advisors, accessibility advisors, and museum experts, have been engaged in the exhibit development process to determine the sculptures and exhibit experiences. Environmental Review The new JMZ has been evaluated as a project under CEQA. In December 2017, the City Council adopted Resolution 9727 which approved a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program for the new Junior Museum and Zoo. The scope of work of this Agreement as amended is categorically exempt pursuant to CEQA regulation 15301 (Existing Facilities). Attachments: • Attachment7.a: Attachment A: Blue Rhino Studios, Inc. Contract; C21180078, Amendment #1 • Attachment7.b: Attachment B: Dinasuar Exhibit Rendering 7 Packet Pg. 102 Vers.: Aug. 5, 2019 Page 1 of 15 AMENDMENT NO. 1 TO CONTRACT NO. C21180078 BETWEEN THE CITY OF PALO ALTO AND BLUE RHINO STUDIO, INC. This Amendment No. 1 (this “Amendment”) to Contract No. C21180078 (the “Contract” as defined below) is entered into as of August 11, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and BLUE RHINO STUDIO, INC., a Minnesota corporation, located at 3277 Sun Drive, Eagan, MN 55121 (“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 artistic creation of three life-size, scientifically realistic sculptures for the Junior Museum and Zoo, as detailed therein. B. The Parties now wish to amend the Contract in order to add the artistic creation of four life-size, scientifically realistic animal sculptures and two fossil sculptures, extend the term by two months, and increase the compensation by $234,758.00, from a total not to exceed total of $214,706.00 to $449,464.00. 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. C21180078 between CONSULTANT and CITY, dated April 19, 2021. 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 3. TERM. of the Contract is hereby amended to read as follows: “The term of this Agreement is from Jan 1, 2021 to August 30, 2023 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions.” SECTION 3. Section 5. COMPENSATION FOR ORIGINAL TERM. of the Contract is hereby amended to read as follows: DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 7.a Packet Pg. 103 Vers.: Aug. 5, 2019 Page 2 of 15 “CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any: A sum calculated in accordance with the fee schedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Four Hundred Forty Nine Thousand Four Hundred and Sixty Four dollars ($449,464.00). SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES PREVIOUS. b. Exhibit “A-2” entitled “PHOTOS OF MODELS AND DRAWINGS OF INSTALLATION”, ADDED. c. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS. d. Exhibit “C” entitled “SCHEDULE OF FEES”, AMENDED, REPLACES PREVIOUS. SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 7.a Packet Pg. 104 Vers.: Aug. 5, 2019 Page 3 of 15 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 BLUE RHINO, INC. Officer 1 By: Name: Title: Attachments: EXHIBIT “A”: SCOPE OF SERVICES, AMENDED, REPLACES PREVIOUS EXHIBIT “A-2”: PHOTOS OF MODELS AND DRAWINGS OF INSTALLATION EXHIBIT “B”: SCHEDULE OF PERFORMANCE, AMENDED, REPLACES PREVIOUS EXHIBIT “C”: SCHEDULE OF FEES, AMENDED, REPLACES PREVIOUS DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 Tim Quady President 7.a Packet Pg. 105 Vers.: Aug. 5, 2019 Page 4 of 15 EXHIBIT A SCOPE OF SERVICES AMENDED, REPLACES PREVIOUS This project entails the artistic creation of three life-size, scientifically realistic sculptures. Contract responsibilities include design, communication with JMZ’s scientific advisors, fabrication of full-size sculptures, shipment and onsite oversight during installation. The JMZ will be responsible for hiring a crane (if required) and/or installation crew. The three sculptures include: 1. Aletopelta coombsi (a type of ankylosaur, approximately 17’ long): This is an outdoor sculpture and will be climbable by visitors and should therefore hold up to the rigors of repeated touch. 2. Augustynolophus morrisi (approximately 30’ long): This is an outdoor sculpture and will be not be touchable by visitors. It will be located in a fenced area. 3. Pteranodon (in flight, 18’ wingspan): The sculpture will be located inside the museum and hung from architectural steel beams via steel cable. It should have structural eyebolts or other hardware to connect cables to. Contractor is responsible for cable spec to ensure structural capability. It will be non-touchable and hung at a height that is out-of-reach by visitors. It must be completed and delivered by Feb. 2021 to assist in marketing and fundraising efforts. Fabrication methods and materials should meet these specifications: • Contractor must adhere to the previously approved models, structurally engineered designs, and stamped engineering drawings that were completed in an earlier contract as attached in Exhibit A-1 to this Agreement . Concrete footings based on the stamped drawings have already been installed during building construction by the general contractor. The two large dinosaur sculptures (Aletopelta and Augustynolophus) must structurally attach to these existing footings. • Exterior should be durable, exterior grade fiberglass, painted in a scientifically accurate manner with detailed, scientifically accurate body textures. The JMZ has scientific advisors for the contractor to utilize and approve in process sculptures. The Contractor will manage sculpture fabrication in accordance with the terms and conditions of the City contract. Services shall also include but are not limited to the following: DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 7.a Packet Pg. 106 Vers.: Aug. 5, 2019 Page 5 of 15 • Participate in meetings required to coordinate the work. Submit timely requests for clarification, specifications, and scientific details to City’s Project Manager. Communicate clearly and seek timely approvals of sculptures. • Be onsite to manage proper installation of sculptures to existing footings to meet structural engineering drawings. JMZ will secure local contracts and crane (if necessary) for installation as well as manage those contractors. • Prepare and maintain a schedule for regular updates to City’s Project Manager. Conduct interim sculpture reviews via email and photographs with City’s Project Manager as required. • Ensure that punch list items are completed promptly, and that incomplete or deficient work is completed/repaired/replaced at no additional cost to the City. • Provide documentation to the City for maintenance requirements, including a maintenance schedule and any necessary parts, material or touch-up paint specs. AMENDMENT NUMBER 1: Amendment Number 1 adds the following scope to the existing scope: This scope amendment, part of the California Dinosaur Garden exhibition, includes the artistic creation of four life-size, scientifically realistic animal sculptures and two fossil sculptures for the Fossil Dig exhibit area. JMZ will direct general pose based on proposed location. Contractor responsibilities include: • Artistic and structural design, • Communication with JMZ’s scientific advisors who will provide latest research on species along with JMZ and careful paleontological review throughout the sculpting process, • Fabrication of full-size sculptures with a durable, exterior grade fiberglass, painted in a scientifically accurate manner with detailed, scientifically accurate body textures and fabrication of fossils for dig in a durable concrete to withstand the abuses of a sand matrix, • Shipment and onsite installation. The four sculptures include: • One Ichthyornis (approximately the size of a tern; mounted on a railing or bench back, fish in mouth, wings are folded), DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 7.a Packet Pg. 107 Vers.: Aug. 5, 2019 Page 6 of 15 Custom sculpted in clay at full size (roughly that of a tern), mold, and cast in two-part tinted epoxy, and paint realistically. Sculpture will include cast metal legs and feet and posed in a way that will allow for secure mounting to railing or surface (provided by JMZ) via threaded rod. • Two Hypsilophodontids (approximately the size of a deer; 2 of these in slightly different poses), Custom sculpted directly in foam, fiberglass, and sculpting epoxy with internal steel armatures. Finished sculptures to be approximately 6’ long x <3’ tall, painted realistically. Completed sculptures to be mounted with threaded rod or armature to concrete pads or footings provided by JMZ). • One Saurornithelestes (feathered carnivore; like a velociraptor) Custom sculpted at full size directly in foam, fiberglass, and sculpting epoxy with an internal steel armature. Finished sculpture to be approximately 6’ long x <3’ tall, painted realistically. Due to thinness and potential fragility of sculpted feathers, sculpture should be out of reach of visitors. JMZ to direct general pose based on proposed location. Latest research on species to be provided by client and Scientific Advisor, Ken Kirkland. Careful paleontological reviews to happen throughout sculpting process. Completed sculptures to be mounted with threaded rod or armature to concrete pads or footings provided by JMZ. Reference images are below in Exhibit A-2. Fossil Dig Sculptures: The exhibition will also include a fossil dig exhibition in an outdoor location. One large fossil set will be in a large in-ground concrete area (already installed) and the other small fossil set will be in the above-ground steel table, accessible to people in wheelchairs. The fossils in the fossil dig will be buried in sand, rubber granules or a matrix of sawdust and wax. Matrix to be determined. Reference images and dimensioned drawings of installation areas are below. Fossil specimen for fossil dig area The fossil may be a plesiosaur or other agreed upon marine animal from California based upon available specimens and research references. Hydrotherosaurus alexandrae is desirable. This specimen is approximately 23’ in length. Fabricator to research available options and make recommendations. Final specimen choice to be approved by JMZ. DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 7.a Packet Pg. 108 Vers.: Aug. 5, 2019 Page 7 of 15 Fossil specimen for accessible fossil dig table There is an accessible fossil dig table for people in wheelchairs. The tabletop is approximately 2’d x 4’w. Fossil sculpture should be a section of the same specimen in ground level fossil dig, with a preference for the skull. The Contractor will manage sculpture fabrication in accordance with the terms and conditions of the City contract. Services shall also include but are not limited to the following: • Participate in meetings required to coordinate the work. Submit timely requests for clarification, specifications, and scientific details to City’s Project Manager. Communicate clearly and seek timely approvals of sculptures. • Be onsite to manage proper installation of sculptures to existing footings to meet structural engineering drawings. JMZ will be responsible for crane and scissor rentals for installation. • Prepare and maintain a schedule for regular updates to City’s Project Manager. Conduct interim sculpture reviews via email and photographs with City’s Project Manager as required. • Ensure that punch list items are completed promptly, and that incomplete or deficient work is completed/repaired/replaced at no additional cost to the City. • Provide documentation to the City for maintenance requirements, including a maintenance schedule and any necessary parts, material or touch-up paint specs. DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 7.a Packet Pg. 109 Vers.: Aug. 5, 2019 Page 8 of 15 EXHIBIT A-2 PHOTOS OF MODELS AND DRAWINGS OF INSTALLATION ADDED Ichthyornis Hypsilophodontids DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 7.a Packet Pg. 110 Vers.: Aug. 5, 2019 Page 9 of 15 Saurornithelestes DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 7.a Packet Pg. 111 Vers.: Aug. 5, 2019 Page 10 of 15 Fossil Dig Sculptures Hydrotherosaurus alexandrae Example of a fossil dig from another museum DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 7.a Packet Pg. 112 Vers.: Aug. 5, 2019 Page 11 of 15 Image shows fossil dig area on left and accessible fossil dig table. Dimensions and layout of area DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 7.a Packet Pg. 113 Vers.: Aug. 5, 2019 Page 12 of 15 EXHIBIT B SCHEDULE OF PERFORMANCE AMENDED, REPLACES PREVIOUS CONTRACTOR shall perform the Services according to the following schedule. Phases may be completed in advance of deadlines. However, CONTRACTOR is responsible for off-site storage if completed in advance (i.e. Sculptures may not be delivered earlier than dates indicated). Jun. 1, 2021 – PHASE 1, Fabrication of full-scale Pteranodon & 50% Fabrication of Aletopelta • Fabrication of Pteranodon (includes coordination with JMZ and scientific advisors to achieve approval on details and coloration); • Storage of sculpture if completed in advance • Completion of interior of full-scale Aletopelta sculpture: steel armature & foam Nov. 1, 2021 – PHASE 2, 100% Fabrication of Aletopelta • Completion of exterior of full-scale Aletopelta sculpture: resin, detailing & painting; • Storage of sculpture if completed in advance Jan. 14, 2022 – PHASE 3, Shipping and Delivery of Pteranodon Jun. 1, 2022 – PHASE 4, 50% Fabrication of Augustynolophus • Completion of interior of full-scale Augustynolophus sculpture: steel armature & foam Nov. 1, 2022 – PHASE 5, 100% Fabrication of Augustynolophus • Completion of exterior of full-scale Augustynolophus sculpture: resin, detailing & painting; • Storage of sculpture if completed in advance Jan. 16, 2023 – PHASE 3, Shipping, Delivery & Installation of Aletopelta and Augustynolophus • Shipment of Aletopelta and Augustynolophus • Onsite management of delivery and installation (NOTE: Installation to be completed by City staff and City-hired crane company) Jan. 31, 2023 – ACCEPTANCE TEST, Two Weeks of Testing With Staff and Visitors; Resolution of Any Issues • Maintenance documentation delivered • Completion of any deficient work AMENDMENT NUMBER 1: Amendment Number 1 revises the schedule by incorporating the additional scope of work and extending the deadlines because the exhibition’s opening date was revised to mid-June. Jun. 1, 2021 – PHASE 1, Fabrication of full-scale Pteranodon& 50% Fabrication of Aletopelta DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 7.a Packet Pg. 114 Vers.: Aug. 5, 2019 Page 13 of 15 • Fabrication of Pteranodon (includes coordination with JMZ and scientific advisors to achieve approval on details and coloration); • Storage of sculpture if completed in advance • Completion of interior of full-scale Aletopelta sculpture: steel armature & foam Nov. 1, 2021 – PHASE 2, 100% Fabrication of Aletopelta • Completion of exterior of full-scale Aletopelta sculpture: resin, detailing & painting; • Storage of sculpture if completed in advance Jun. 1, 2022 – PHASE 3, 100% Fabrication of Augustynolophus • Completion of interior of full-scale Augustynolophus sculpture: steel armature & foam Jan. 1, 2023 – PHASE 4, 50% Fabrication of Ichthyornis, two Hypsilophodontids, Saurornitholestes, two Fossil Dig sculptures • Completion of artistic direction and interior of full-scale Ichthyornis, two Hypsilophodontids, Saurornitholestes sculptures: steel armature & foam • Completion of artistic direction and 50% full-scale Ichthyornis: steel armature & clay • Completion of artistic direction and 50% of full-scale Fossil Dig sculptures in concrete • Storage of sculptures if completed in advance Apr. 1, 2023 – PHASE 5, 100% Fabrication of Ichthyornis, two Hypsilophodontids, Saurornitholestes, two Fossil Dig sculptures • Completion of exterior of full-scale two Hypsilophodontids, Saurornitholestes, sculptures: resin, detailing & painting; • Completion of exterior full-scale Ichthyornis: mold & painting • Completion of two Fossil Dig sculptures in sections: concrete • Storage of sculptures if completed in advance May 5, 2023 – PHASE 6, Shipping, Delivery & Installation of all sculptures • Shipment of all sculptures • Onsite installation Jun. 30, 2023 – ACCEPTANCE TEST, Two weeks of testing With Staff and Visitors after exhibition opening; Resolution of Any Issues • Maintenance documentation delivered • Completion of any deficient work DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 7.a Packet Pg. 115 Vers.: Aug. 5, 2019 Page 14 of 15 EXHIBIT C SCHEDULE OF FEES AMENDED, REPLACES PREVIOUS Compensation based upon deliverables CITY shall compensate CONTRACTOR for performance of the Services according to the following schedule, with the maximum amount of compensation not to exceed the amount stated in Sections 5 and 6 of this Agreement: PHASE OF PROJECT DELIVERABLE % OF TOTAL AMOUNT (INCLUDING REIMBURSABLES) PHASE ONE 100% FABRICATION OF PTERANODON & 50% FABRICATION OF ALETOPELTA 9.5 $42,941.20 Completion of full-scale Pteranodon Storage of sculpture if completed in advance Completion of interior of full-scale Aletopelta sculpture: steel armature & foam PHASE TWO 100% FABRICATION OF ALETOPELTA 7 $32,205.90 Completion of exterior of full-scale Aletopelta sculpture: resin, detailing & painting Storage of sculpture if completed in advance PHASE THREE 100% FABRICATION OF AUGUSTYNOLOPHUS 21 $94,470.64 Completion of interior of full-scale Augustynolophus sculpture: steel armature & foam Completion of exterior of full-scale Ausgustynolophus sculpture: resin, detailing & painting Storage of sculpture if completed in advance PHASE FOUR 50% FABRICATION OF ICHTHYORNIS, TWO HYPSILOPHODONTIDS, SAURORNITHOLESTES, TWO FOSSIL DIG SCULPTURES 25 $111,805.03 Completion of artistic direction and interior of full-scale Ichthyornis, two Hypsilophodontids, Saurornitholestes sculptures: steel armature & foam Completion of artistic direction and 50% full- scale Ichthyornis: steel armature & clay DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 7.a Packet Pg. 116 Vers.: Aug. 5, 2019 Page 15 of 15 Completion of artistic direction and 50% of full-scale Fossil Dig sculptures in concrete PHASE FIVE 100% FABRICATION OF ICHTHYORNIS, TWO HYPSILOPHODONTIDS, SAURORNITHOLESTES, TWO FOSSIL DIG SCULPTURES 25 $111,805.03 Completion of exterior of full-scale two Hypsilophodontids, Saurornitholestes, sculptures: resin, detailing & painting; Completion of exterior full-scale Ichthyornis: mold & painting Completion of two Fossil Dig sculptures in sections: concrete Storage of sculptures if completed in advance PHASE SIX SHIPPING, DELIVERY & INSTALLATION OF ALL SCULPTURES 7.5 $33,763.00 Shipment of all sculptures Onsite installation (NOTE: City-hired crane company) ACCEPTANCE TEST TWO WEEKS OF TESTING WITH STAFF & VISITORS; RESOLUTION OF ANY ISSUES 5 $22,473.20 Maintenance documentation delivered Completion of any deficient work TOTAL 100% $449,464.00 All Payments are based upon CITY’s acceptance of CONTRACTOR’s performance of the phase as evidenced by successful completion of the Deliverable for that Phase. CITY shall have no obligation to pay unless CONTRACTOR has successfully completed and CITY has approved the Project Phase for which payment is due. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts stated in Sections 5 and 6 of the Agreement. Any hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY. DocuSign Envelope ID: A8B00FF1-4931-4D51-9023-3D70DDBA13F5 7.a Packet Pg. 117 7.b Packet Pg. 118 City of Palo Alto (ID # 14808) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Consent Calendar City of Palo Alto Page 1 Title: Approve and authorize the City Manager or their designee to execute Amendment No. 2 to contract No. C19174515 with Municipal Resource Group for Organizational Development, Succession Planning and Talent Acquisition Services for one additional year. From: City Manager Lead Department: Human Resources Recommendation Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Amendment No. 2 to contract No. C19174515 with the Municipal Resource Group, for one additional year. Background In 2018 a Request for Proposal (RFP) was conducted for professional services in the areas of organizational development, coaching, counseling and leadership development training, as well as succession planning, recruiting, and talent management. The RFP process resulted in the selection of four vendors as resources City departments could utilize under this agreement for these professional services with a not to exceed amount of $450,000. To date a total of $270,000 has been utilized across the four approved vendors. These services have been crucial to various City departments experiencing multiple transitions at all levels within our organization. The Municipal Resource Group has demonstrated the ability to provide timely response and excellent professional services. Discussion The City continues to experience the impacts of the pandemic and the great resignation which have strained traditional approaches for conducting these organizational needs. The unprecedented labor market has also resulted in a high number of vacancies throughout various City departments. The services provided by Municipal Resource Group are needed to address urgent organizational development needs, coaching and recruitment services. These services are especially needed during a time when the Human Resources 8 Packet Pg. 119 City of Palo Alto Page 2 Department capacity is impacted by several vacancies as well as handling numerous organizational priorities. This 12-month extension will allow time for the HR team to conduct an RFP process for a new term and establish a new contract. It is important to acknowledge even fully staffed that the City would need professional services like this agreement to provide departments with the level of organizational development and leadership training currently being requested. Succession planning is also expected to be a focus as numerous promotions have occurred during the last 12 months resulting in need to continue strengthening the bench. The professional services provided by MRG will be deployed as needed to continue addressing these organizational challenges. Resource Impact Staff is not requesting any increase to the not-to-exceed amount. This action only extends the duration of the agreement for 12 months to provide urgent service delivery needs until which time a new RFP is conducted and a new contract for these services is in place. Stakeholder Engagement This contract continues to be a valuable resource that departments throughout the organization have drawn on to assist in various organizational needs. Departments such as Utilites, Human Resources, and Administrative Services are coordinating internally to manage needs and contract authority. Environmental Review Approval of the Contracts does not require review under the California Environmental Quality Act (“CEQA”) because the scope of work of these consulting contracts is not a project under CEQA. Attachments: • Attachment8.a: Attachment A: Amendment No. 2 to C19174515 Professional Services AGreement with MRG 8 Packet Pg. 120 Vers.: Aug. 5, 2019 Page 1 of 3 AMENDMENT NO. 2 TO CONTRACT NO. C19174515 BETWEEN THE CITY OF PALO ALTO AND MUNICIPAL RESOURCE GROUP, LLC This Amendment No. 2 (this “Amendment”) to Contract No. C19174515 (the “Contract” as defined below) is entered into as of September 4, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MUNICIPAL RESOURCE GROUP, LLC, a California limited liability company, located at 675 Hartz Avenue, Suite 300, Danville, California 94526 (“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 to provide organizational development services, as detailed therein. B. The Parties entered into Amendment No. 1 to in order to extend the contract term by six (6) additional months, through September 4, 2022, with no additional cost to the City, as detailed therein. C. The Parties now wish to amend the Contract in order to extend the contract term by twelve (12) additional months, through September 4, 2023, with no increase to the not to exceed amount, as detailed herein. 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. C19174515 between CONSULTANT and CITY, dated March 4, 2019. Amendment No. 1, dated February 25, 2022 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2, “TERM, “ of the Contract is hereby amended to read as follows: The term of this Agreement shall be from the date of its full execution through September 4, 2023, unless terminated earlier pursuant to Section 19 of this Agreement. DocuSign Envelope ID: C15A8572-B467-4C70-BCCC-1EA44E5131AD 8.a Packet Pg. 121 Vers.: Aug. 5, 2019 Page 2 of 3 SECTION 3. 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 4. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) DocuSign Envelope ID: C15A8572-B467-4C70-BCCC-1EA44E5131AD 8.a Packet Pg. 122 Vers.: Aug. 5, 2019 Page 3 of 3 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 MUNICIPAL RESOURCE GROUP, LLC By:__________________________ Name:_______________________ Title:________________________ DocuSign Envelope ID: C15A8572-B467-4C70-BCCC-1EA44E5131AD Managing Partner Mary Egan 8.a Packet Pg. 123 City of Palo Alto (ID # 14871) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Consent Calendar City of Palo Alto Page 1 Title: Adoption of a Resolution Vacating Public Utility Easement 773 Allen Court From: City Manager Lead Department: Administrative Services Recommendation Staff recommends that the City Council approve the attached resolution ordering the summary vacation of a portion of a public service easement for utilities located on the single-family property at 773 Allen Court, Palo Alto, CA. Discussion The public service easements shown on the map of Tract No. 1137 Midfair were dedicated to the City and accepted by the City Council at its May 11, 1953 meeting and by Resolution No. 2443. One of the easements is for public utilities and a portion of it affects the northeasterly five feet and northwesterly 10 feet of the parcel located at 773 Allen Court, Palo Alto, CA. The property owner has requested that the City vacate the approximate 525 square foot portion of the easement that affects their property. The City’s Utilities Department has reviewed the vacation request and has determined that the proposed portion of the easement to be vacated is excess and there are no other public facilities located within the easement. Therefore, the easement may be vacated in accordance with the summary proceeding authorized in Section 8333 of the California Streets and Highways Code. Resource Impact The easement vacation processing fee of $1,761 as set forth in the FY 2022 Municipal Fee Schedule was paid by the property owner in Fiscal Year 2022. Policy Implications The recommendation does not represent any change to City policies. Environmental Review Council action on this item is not a project as defined by CEQA because summary vacation of a public utilities easement is an organizational or administrative activity that 9 Packet Pg. 124 City of Palo Alto Page 2 will not result in direct or indirect physical changes in the environment. CEQA Guidelines section 15378(b)(5). Attachments: • Attachment9.a: Attachment A: Easement Vacation Resolution 773 Allen Court • Attachment9.b: Attachment B: Plat Map and Legal Description 773 Allen Court PUE Vacation 9 Packet Pg. 125 Attachment A Attachment A - 1 Recorded at no charge in accordance with Streets & Highways Code Section 8336 at the request of and when recorded return to: City of Palo Alto Real Estate Division 250 Hamilton Avenue Palo Alto, CA 94301 SPACE ABOVE LINE FOR RECORDER’S USE APN: 127-52-039 Address: 773 Allen Court Palo Alto, CA 94303 SUMMARY VACATION RESOLUTION NO. _____ RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO SUMMARILY VACATING A PORTION OF A PUBLIC SERVICE EASEMENT AT 773 ALLEN COURT, PALO ALTO, CA WHEREAS, Section 8333 of the Streets and Highways Code authorizes the City Council to summarily vacate a public service easement in any of the following cases: (a) the easement has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed vacation, (b) the date of dedication or acquisition is less than five years, and more than one year, immediately preceding the proposed vacation, and the easement was not used continuously since that date, (c) the easement has been superseded by relocation, or determined to be excess by the easement holder, and there are no other public facilities located within the easement; and WHEREAS, the City Council of the City of Palo Alto at its May 11, 1953 meeting and by Resolution No. 2443 accepted the dedication of the public service easements for public use as shown on map of Tract No. 1137 Midfair; and WHEREAS, the City of Palo Alto Utilities Department has evaluated and determined that a portion of the easement that runs through the property located at 773 Allen Court, Palo Alto, CA 94303 is excess and there are no other public facilities located within this portion of the easement; and WHEREAS, the City Council of the City of Palo Alto intends to summarily vacate the portion of public service easement as more particularly described in Exhibit “A” attached to this resolution and depicted on the plat map attached as Exhibit “B” to this resolution; and NOW, THEREFORE, the City Council does hereby RESOLVE as follows: 9.a Packet Pg. 126 Attachment A Attachment A - 2 SECTION 1. This vacation is made under the authority of California Streets and Highways Code Chapter 4 of part 3 of Division 9, commencing at Section 8330 et. seq. 1. The portion of the public service easement described herein on Exhibit “A” and depicted on the plat map attached as Exhibit “B” is excess; and 2. There are no other public facilities located within the easement. SECTION 2. Based upon the findings made in Section 1 of this Resolution and the provisions of Section 8333 of the Streets and Highways Code, the City Council does hereby order that the portion of public service easement as shown on the said Exhibits “A” and “B” shall be summarily vacated. SECTION 3. The City Clerk, acting by and through the Real Property Manager, is hereby directed to record at the Santa Clara County Clerk-Recorder’s Office a certified copy of this Resolution, including the Map. SECTION 4. The portion of public service easement for utilities and incidental purposes described in Exhibit “A” and depicted in the plat map attached as Exhibit “B” will no longer constitute a public service easement from and after the date of recordation of the documents identified in Section 3 of this Resolution. SECTION 5. The Council finds that the summary vacation of the public service easement is exempt from review under the California Environmental Act pursuant to Title 14 California Code of Regulations section 15305 as a minor alteration in land use limitations. 9.a Packet Pg. 127 Attachment A Attachment A - 3 INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: __________________________ City Clerk APPROVED AS TO FORM: ______________________________ City Attorney or designee APPROVED: ______________________________ Mayor ______________________________ City Manager ______________________________ Director of Administrative Services 9.a Packet Pg. 128 9.b Packet Pg. 129 9.b Packet Pg. 130 City of Palo Alto (ID # 14703) City Council Staff Report Report Type: Action Items Meeting Date: 11/7/2022 City of Palo Alto Page 1 Summary Title: Recommendation on Ordinance for CUP Thresholds Title: PUBLIC HEARING / LEGISLATIVE. Staff Recommendation to Introduce an Ordinance to Make Permanent Changes Contained in a Temporary Ordinance Amending Title 18 (Zoning) of the Palo Alto Municipal Code to Update Definitions, Broaden Permitted Uses and Provide Limits on Certain Uses through Updates to the Conditional Use Permit Thresholds. Environmental Review: CEQA Exemption 15061(b)(3) From: City Manager Lead Department: Planning and Development Services Recommendation: Staff recommends the City Council take the following action: 1. Introduce an ordinance (Attachment A) for changes to the Palo Alto Municipal Code Chapter 18 to make permanent a temporary ordinance modifying retail use definitions, limiting certain commercial uses, and relaxing conditional use permit (CUP) thresholds for certain uses. Executive Summary: On April 12, 2021, the City Council adopted a temporary ordinance (#5517) to amend the Palo Alto Municipal Code (PAMC) modifying retail use definitions, limiting certain commercial uses, and relaxing conditional use permit (CUP) thresholds for certain uses. In its motion to adopt the temporary ordinance, the City Council directed staff and the PTC to consider a related permanent ordinance. The temporary ordinance was extended on May 16, 2022 with a new expiration date of December 16, 2022 (Ordinance #5549). The temporary ordinance included some discrete changes to promote economic recovery due to the coronavirus disease 2019 (COVID-19) pandemic. 10 Packet Pg. 131 City of Palo Alto Page 2 Staff recently presented the PTC a draft permanent ordinance (Attachment A), following the Council’s direction. The PTC reviewed the draft ordinance and recommended Council extend the temporary ordinance so the PTC can receive additional information on retail revitalization best practices. The PTC in its recommendation acknowledged that Council may decide to make the temporary ordinance permanent; should that occur, the PTC provided an alternative recommendation focused on selected issues. Staff has not included these additional recommendations in the attached ordinance for reasons described below but can easily incorporate them as directed by Council. This report provides an update on the temporary ordinance and summarizes the PTC recommendations made at its August 31, 2022 meeting. If Council neither adopts a permanent ordinance to replace the temporary ordinance, nor extends the temporary ordinance, the zoning code will revert to the prior language. Background: Since November 9, 2020, the City Council has acted upon community and economic recovery strategies in response to the COVID-19 pandemic.1 One strategy was to adopt a temporary ordinance providing a quick response to community concerns. The first reading of the temporary ordinance on December 14, 2020, included discrete amendments to the zoning code that broadened the definition of retail uses and relaxed the CUP thresholds for certain uses.2,3 In summary, these amendments included: • Relaxing CUP thresholds for medical offices • Relaxing CUP thresholds for fitness studios/commercial recreation • Changing the definition of eating and drinking to clearly define what is a dining establishment versus a retail establishment selling food • Establishing a definition for tutoring centers (learning centers) The intent of these amendments was to swiftly act upon feedback from stakeholders about what was necessary to help support businesses. It was also intended that, once a temporary ordinance was adopted, staff would begin work on a permanent ordinance replacing the temporary ordinance with these discrete changes. Other, more substantive policy changes would be incorporated following a more comprehensive analysis of retail on a citywide or district level (also included in the November 9, 2020 motion). 1 November 9, 2020 City Council Action Meeting Minutes: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=42635.86&BlobID=79443 2 December 14, 2020 City Council Staff Report: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=60118.96&BlobID=79480 3 December 14, 2020 City Council Action Meeting Minutes: https://www.cityofpaloalto.org/civicax/filebank/documents/79829 10 Packet Pg. 132 City of Palo Alto Page 3 During the second reading of the temporary ordinance on March 8, 2021 the Council directed several amendments to the ordinance.4,5 The amendments addressed concerns about the displacement of traditional retail uses with certain personal service uses along University Avenue, California Avenue, and within the Town & Country Village Shopping Center. For reference, the March 8, 2021 motion is included as Attachment B. The Council amendments included: • Prohibiting nail salons and day spas on California Avenue • Exceptions to the relaxing of CUP thresholds for fitness studios/commercial recreation uses fronting California Avenue, University Avenue, and within the Town & Country Village Shopping Center • Exceptions to the relaxing of CUP thresholds for tutoring centers fronting University Avenue and California Avenue • Exceptions to the relaxing of CUP thresholds for Medical Offices fronting California Avenue and University Avenue In addition to these amendments, the Council provided direction to the PTC to further evaluate commercial recreation thresholds and occupancy limits, as well as ways to further define regulations for dining establishments. On April 12, 2021, with the inclusion of the amendments, the Council adopted temporary ordinance #5517.6 This ordinance was set to expire on June 30, 2022. On March 30, 2022 the PTC reviewed a draft ordinance that was intended to make permanent the revisions contained in the temporary ordinance.7,8 The PTC voted 6-0 to continue the 4 March 8, 2021 City Council Staff Report: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager-reports- cmrs/current-year/2021/id-12054.pdf 5 March 8, 2021 City Council Action Meeting Minutes: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/city-council- agendas-minutes/2021/03-08-21-ccm-action-minutes.pdf 6 April 12, 2021 City Council Staff Report: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager-reports- cmrs/current-year/2021/id-12165.pdf 7 March 30, 2022 PTC Staff Report: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/planning-and- transportation-commission/2022/ptc-03.30.2022-cup.pdf 8 March 30, 2022 PTC Action Meeting Minutes: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/planning-and- transportation-commission/2022/ptc-3.30.2022-summary-tracked-changes-af.pdf 10 Packet Pg. 133 City of Palo Alto Page 4 discussion of the item to a date uncertain until staff receives an extension to the temporary ordinance allowing further evaluation. PTC members expressed a desire to study the issues more thoroughly. On May 2, 2022, the City Council supported an ordinance (#5549) extending the expiration of the temporary ordinance to December 16, 2022.9 On August 31, 2022, the PTC conducted a public hearing on staff’s recommendations for the draft ordinance.10 The PTC recommended the Council extend the temporary ordinance so that additional information can be presented on retail revitalization best practices and consider more comprehensive updates. Additionally, the PTC recommended changes to the draft ordinance in the event Council decides to move forward with a permanent ordinance. Since the March 2022 PTC meeting, staff has been working with Michael Baker International (consultant) to assist the City with an analysis and recommendations on best practices for retail recovery both citywide and district-by-district, as directed by Council. This effort combined with work commissioned by the City Manager’s Office to prepare a comprehensive economic analysis and priorities for short- and long-term economic development strategies will help inform future retail policy; this work may take nine months to complete. Rather than extending the ordinance on an interim basis as recommended by the PTC, staff recommends the previously Council-endorsed regulations be codified with the understanding that there may be further refinement following the more comprehensive study. The Commission recommended refinements are not currently included in the attached ordinance but can be incorporated into the second reading of the ordinance if directed by Council. Discussion: The retail industry continues to shift towards online sales and greater use of physical locations for restaurants, services, and experience-based uses. The City recognized this shift when Council adopted the retail preservation provisions (PAMC 18.40.180) and made changes to the “retail services” definition (PAMC 18.04.030). The COVID-19 pandemic put further pressure on retailers because of lockdowns, occupancy restrictions, supply chain issues, and employee attraction/retention issues. This led to the City 9 May 2, 2022 City Council Staff Report: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/city-council- agendas-minutes/2022/20220502/20220502pccsmamended-linked.pdf#page=52 10 August 31, 2022 Planning & Transportation Commission Staff Report: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/planning-and- transportation-commission/2022/ptc-08.31.2022-cup.pdf 10 Packet Pg. 134 City of Palo Alto Page 5 Council initiating discussions on economic recovery for Palo Alto businesses and adopting a temporary ordinance. The intent of the temporary ordinance with discrete changes was to streamline the process and attempt to limit storefront vacancies. Attachment C includes a comparison of the various versions of the PAMC (prior to November 2020, the temporary ordinance, and the draft ordinance) for reference. Effects of the Temporary Ordinance on Relaxed CUP Thresholds According to Use & Occupancy records, since the adoption of the temporary ordinance, several identified businesses took advantage of the changes. These businesses fell into two categories: medical offices and ready to eat shops, such as a bakery and a tea shop. The medical offices did not require a CUP and the ready to eat shops took advantage of not being classified as a restaurant that requires more parking. It may be too soon to speculate whether there is an ongoing trend related to these revisions, considering other contextual occurrences such as the ongoing pandemic and the economy. However, it appears these changes to the municipal code have otherwise helped these applicants. Referrals to PTC from City council As part of the March 2021 motion, the City Council sought specific input from the PTC on the following items: • The best way to define restrictions for dining establishments (Motion Item E). • Occupancy levels for commercial recreation (Motion Item D). • A threshold for gyms greater than 1,800 square feet on University Avenue and Town & Country Shopping Center (Motion Item B). The PTC had limited discussion on these referral items, primarily because they sought additional information allowing for a more thorough analysis prior to making recommendations. Staff Proposed Permanent Ordinance and PTC Recommendation Consistent with Council direction, staff prepared an ordinance that would make the temporary ordinance permanent. On August 31, 2022, the PTC reviewed the draft permanent ordinance. The proposed permanent ordinance (Attachment A) maintains the substantive revisions contained in the temporary ordinance and presents revisions in a format that will be easy to implement in the PAMC. For example, where the temporary ordinance includes regulations in a footnote, the draft permanent ordinance places the regulations in an appropriate subsection or table. An additional revision is to update the term ‘eating and drinking services’ to ‘restaurant’ to be consistent with other jurisdictions. Overall, the draft permanent ordinance still reserves more significant policy recommendations for future public hearings and analysis. Some of this additional effort may stem from the work 10 Packet Pg. 135 City of Palo Alto Page 6 the City’s consultants are conducting regarding retail recovery. Staff will share the results of the Michael Baker International study when it is complete and provide an update on other economic development strategies. In their deliberations, the PTC was unable to recommend adoption of the draft permanent ordinance. The PTC recommendation was that the temporary ordinance should be extended so that staff can present the consultant’s results on retail revitalization best practices. This discussion would allow for a more comprehensive evaluation of the City’s regulations and provide a long-term approach to the issue. Alternative PTC Recommendation Despite the PTC’s primary recommendation to extend the temporary ordinance, the PTC recognized Council may adopt the draft permanent ordinance (Attachment A). The PTC, therefore, provided an alternative recommendation that provides input on certain sections of the draft ordinance. The following includes the PTC recommendations, references to previous Council motions when applicable, and discussion of any revisions to the temporary ordinance. For more detail on what was presented to the PTC, please review the March 30, 2022 PTC staff report (the link is in footnote 7 of this report). Alternative Motion Regarding Permanent Ordinance As an alternative motion, the PTC recommended the City Council take the following action: Adopt the draft permanent ordinance (Attachment A) with the following considerations: a. Impose a cap on current number of nail salons, spas, and barber shops, etc. limited to the number of such businesses that currently exists; b. Explore a cap on the number of tutoring centers, schools, and related functions; c. Not to make permanent the regulations for medical offices and revert to the original ordinance language; and d. Defer work on items Council referred to the PTC until after receiving the City’s consultant report on retail revitalization best practices. If the Council would like to incorporate any of the above recommendations into the ordinance, can may direct those changes. Staff, however, does not have information to guide direction on a cap for certain land uses or whether that is a prudent course of action. The regulations concerning medical office can be removed from the ordinance essentially restoring the original zoning code standard. Item d acknowledges that Council directed the PTC to make a recommendation on three discrete issues but the Commission does not believe it can render a recommendation without the additional studies underway. Based on the foregoing and imminent expression date of the interim ordinance, staff 10 Packet Pg. 136 City of Palo Alto Page 7 recommends the Council codify the existing regulations that appear to help some applicants and conclude this discrete assignment. There are other work efforts underway related to retail and economic strategies that require attention may influence further policy changes, these include the aforementioned work on a citywide economic strategy; citywide retail study and recommendations; analysis of the retail preservation policy and retail parking standards. Summary of Key Issues: Staff recommends the City Council adopt the attached ordinance. Some businesses have benefited from the temporary ordinance. Extending the temporary ordinance would maintain the standards that are currently in place. This would allow staff to continue to monitor the effectiveness of the standards. Additionally, this would allow staff and its consultant time to complete a report on retail recovery best practices and inform the PTC and City Council of its recommendations. The PTC supported a holistic approach to addressing retail recovery by understanding national trends and what other jurisdictions are doing, rather than incrementally adopting changes. However, having a temporary ordinance does provide some uncertainty for property owners and businesses as to what would ultimately become permanent and this work effort is diverting staff from other related policy efforts. Adopting the draft ordinance would make permanent the temporary standards. Staff and the consultant would continue to complete the report on retail recovery best practices and later, inform the PTC and City Council of its recommendations. Policy Implications: The code amendments represent one strategy outlined by the City Council in addressing vacancies caused by the pandemic. These amendments were intended in part to streamline the process for businesses and in part intended to maintain a robust retail character along University Avenue, California Avenue, and within the Town & Country Village Center. Some time has passed since the initial discussion of these strategies addressing vacancies and understanding the forthcoming retail recovery best practices may result in a different long-term policy. Timeline: The existing temporary ordinance will expire on December 16, 2022, unless it is extended or replaced by another ordinance. If Council adopts the draft ordinance, after second reading, it will become effective prior to the expiration of the existing temporary ordinance. Stakeholder Engagement: In addition to the required public notification, staff conducted outreach including an email blast to businesses within the University Avenue district and the California Avenue district; postcard 10 Packet Pg. 137 City of Palo Alto Page 8 notification to property owners within the University Avenue district and the California Avenue district. Staff spoke with interested property owners regarding the project and conducted outreach to businesses within the Downtown and California Avenue areas. Feedback received confirmed that most of the changes were moving in a positive direction. Some feedback included providing additional flexibility for locating other retail-like businesses such as medical- related retail uses. Additionally, some were interested in how more primarily ‘take-out’ uses would affect parking differently than restaurants providing sit-down dining spaces. Environmental Review: The subject project has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. Specifically, the project is determined to be exempt from CEQA pursuant to CEQA Guidelines 15061(b)(3) in that it can be seen with certainty that the 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: Attachment10.a: Attachment A - Ordinance Amending PAMC Title 18 Ch 18.04 18.16 18.18 and 18.30 Relaxing CUP Requirements (PDF) Attachment10.b: Attachment B - March 8, 2021 City Council Motion (DOCX) Attachment10.c: Attachment C - PAMC Comparison Table (DOCX) 10 Packet Pg. 138 *NOT YET APPROVED* 1 0160066_20220628_ay16 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 and making Conforming Changes to Various Sections of the Palo Alto Municipal Code. 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 April 5, 2021, the Palo Alto City Council adopted interim Ordinance No. 5517, relaxing 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. B. On May 16, 2022, the Council adopted Ordinance No. 5549, extending the temporary regulations to December 16, 2022. C. The Planning and Transportation Commission held a public hearing and recommended adoption of this ordinance on __________, 2022. 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. Related definitions are provided in subsections (47)(A) Restaurant, Drive-in/drive-through service and (125)(B) Intensive Retail Use”. [. . .] (124.5)(47) “Restaurant 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 Restaurants include presence of a full commercial kitchen and commercial dishwasher. For establishments with incidental sale alcoholic beverages, a minimum of 50% of 10.a Packet Pg. 139 *NOT YET APPROVED* 2 0160066_20220628_ay16 revenues from a ‘Restaurant’ an ‘eating and drinking service’ must be derived from the sale of food. Related definitions are provided in subdivisions (A) and (B) to this definition and in subsections (45) (Drive-in/drive- through service, (125)(B) (Intensive retail service)and (136) (Take-out service). References in the Palo Alto Municipal Code to “Eating and drinking” shall have the same meaning as “Restaurant,” as defined herein. (A) “Restaurant, drive-in/drive-through service” means a feature or characteristic of a restaurant use involving sales of products or provision of services to occupants in vehicles, including drive-in or drive-up windows and drive- through services. (B) “Restaurant, take-out service” means a characteristic of a restaurant 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). [. . .] (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) “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) “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) “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 10.a Packet Pg. 140 *NOT YET APPROVED* 3 0160066_20220628_ay16 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. [. . .] (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 5,000 square feet or fewer of gross floor area (see “commercial recreation” for uses exceeding 5,000 square feet). (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, 10.a Packet Pg. 141 *NOT YET APPROVED* 4 0160066_20220628_ay16 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. (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). (125.1) “Retail-like use” means a use generally open to the public during typical business hours and predominantly engaged in providing services closely related to retail services, including but not limited to:9 (A) Eating and drinking services Restaurant, as defined in subsection (47 124.5); (B) Hotels, as defined in subsection (73); (C) Personal services, as defined in subsection (114); (D) Theaters; (E) Travel agencies; (F) Commercial recreation, as defined in subsection (33); (G) Commercial nurseries; (H) Auto dealerships, as defined in subsection (12.5); and (I) Day care centers, as defined in subsection (42). [. . .] (136) Reserved. “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") 10.a Packet Pg. 142 *NOT YET APPROVED* 5 0160066_20220628_ay16 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/drive-through services or take-out services associated with permitted uses(3) CUP CUP CUP 18.42 Restaurant, drive-in/drive-through services or take-out services, associated with permitted uses (3) CUP CUP CUP 18.42 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 [. . .] [. . .] [. . .] [. . .] [. . .] OFFICE USES Administrative Office Services P 18.16.050 Medical Offices CUP (5) CUP (5) CUP (5) 18.16.050 Up to 5,000 square feet P P P 18.16.050, 18.30(A) 10.a Packet Pg. 143 *NOT YET APPROVED* 6 0160066_20220628_ay16 Exceeding 5,000 square feet CUP CUP CUP 18.16.050, 18.30(A) 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 RESIDENTIAL USES [. . .] [. . .] [. . .] [. . .] [. . .] RETAIL USES Eating and Drinking Services Restaurant, excluding drive-in/drive-through 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 [. . .] [. . .] [. . .] [. . .] [. . .] 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 Mortuaries CUP P P Neighborhood Business Services P 18.16.060(f) 10.a Packet Pg. 144 *NOT YET APPROVED* 7 0160066_20220628_ay16 Personal Services P P (6) P 18.16.060(f), 18.40.160, 18.30(A) Reverse Vending Machines P P P TEMPORARY USES [. . .] [. . .] [. . .] [. . .] [. . .] P = Permitted Use CUP = Conditional Use Permit Required Footnotes: (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/drive-through 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 greater than 1,800 square feet of gross floor area, with the following exceptions, for which a conditional use permit is always required: (A) medical office fronting on California Avenue and in the Midtown Shopping District; (B) commercial recreation uses fronting on California Avenue and when located in the Town and Country Village Shopping Center. (6) A conditional use permit is required for the following uses when fronting on California Avenue: (A) Fitness or exercise studios, and similar uses exceeding 1,800 square feet in gross floor area; and (B) Learning centers intended for individual or small group settings. A conditional use permit is required for fitness or exercise studios, and similar uses exceeding 1,800 square feet in gross floor area in Town and Country Village Shopping Center. [. . .] (c) CN District: Special Use Requirements in the Charleston and Midtown Shopping Centers The following regulations shall apply to areas of Charleston Center and the Midtown Shopping Center as defined in Section 18.16.030. 10.a Packet Pg. 145 *NOT YET APPROVED* 8 0160066_20220628_ay16 Table 2 shows the uses permitted and conditionally permitted on the ground floor of the applicable areas of the Charleston Center and Midtown Shopping Centers. Permitted and conditional uses specified in subsection (a) of this section shall only apply to the ground floor of the areas of the Charleston and Midtown Shopping Centers as listed in Table 2. Uses lawfully existing on January 16, 2001 may be continued as non-conforming uses but may only be replaced with uses permitted or conditionally permitted under this subsection. TABLE 2 CHARLESTON AND MIDTOWN SHOPPING CENTERS GROUND FLOOR USES P = Permitted Use CUP = Conditional Use Permit Required X = Prohibited Use LAND USES Charleston Shopping Center Midtown Shopping Center Subject to Regulations in: ACCESSORY AND SUPPORT USES [. . .] [. . .] [. . .] [. . .] RETAIL USES Restaurants Eating and Drinking Services, excluding drive-in/drive-through and take- out services P P 18.40.160 Retail Services, excluding liquor stores P P 18.40.160 Liquor stores CUP CUP 18.40.160 [. . .] [. . .] [. . .] [. . .] P = Permitted Use CUP = Conditional Use Permit Required X = Prohibited Use [. . .] 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: 18.16.060 Development Standards [. . .] (b) Mixed Use and Residential Table 4 specifies the development standards for new residential mixed use developments and residential developments. These developments shall be designed and constructed in compliance with the following requirements and the context-based design criteria outlined in Section 18.16.090, provided that more restrictive regulations may be recommended by the architectural review board and approved by the director of planning and development services, pursuant to Section 18.76.020. 10.a Packet Pg. 146 *NOT YET APPROVED* 9 0160066_20220628_ay16 Table 4 Mixed Use and Residential Development Standards CN CC CC(2) CS Subject to regulations in: Minimum Site Specifications [. . .] [. . .] [. . .] [. . .] [. . .] [. . .] Footnotes: (1) Twenty-five-foot driveway access permitted regardless of frontage; build-to requirement does not apply to CC district. [. . .] (6) Ground floor commercial uses generally include retail, personal services, hotels and eating and drinking establishments restaurants. Office uses may be included only to the extent they are permitted in ground floor regulations. [. . .] (10) In the CC(2) zone and on CN and CS zoned sites on El Camino Real, there shall be no minimum mixed use ground floor commercial FAR for a residential project, except to the extent that the retail preservation requirements of Section 18.40.180 or the retail shopping (R) combining district (Chapter 18.30(A)) applies. (1) Nonresidential uses that involve the use or storage of hazardous materials in excess of the exempt quantities prescribed in Title 15 of the Municipal Code, including but not limited to dry cleaning plants and auto repair, are prohibited in a mixed use development with residential uses. (2) Residential mixed use development is prohibited on any site designated with an Automobile Dealership (AD) Combining District overlay. (c) Exclusively Residential Uses [. . .] (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. // 10.a Packet Pg. 147 *NOT YET APPROVED* 10 0160066_20220628_ay16 TABLE 5 MAXIMUM SIZE OF ESTABLISHMENT Type of Establishment Maximum Size (sq ft) Personal Services 3,000 Retail services, except grocery stores 15,000 Grocery stores 20,000 Eating and drinking services Restaurants 5,000 Neighborhood business services 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 restaurants 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: 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 10.a Packet Pg. 148 *NOT YET APPROVED* 11 0160066_20220628_ay16 P Permitted Use • CUP Conditional Use Permit Required CD-C CD-S CD-N Subject to regulations in: 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/drive-through or Take-out Services associated with permitted uses (2) CUP CUP CUP Restaurant, Drive-in/Drive-through 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 [. . .] [. . .] [. . .] [. . .] [. . .] OFFICE USES Administrative Office Services P 18.18.060(f) Medical, Professional, and General Business Offices P P P 18.18.060(f), 18.30(C) 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) 18.30(C) 10.a Packet Pg. 149 *NOT YET APPROVED* 12 0160066_20220628_ay16 Outdoor Recreation Services CUP CUP CUP RESIDENTIAL USES [. . .] [. . .] [. . .] [. . .] [. . .] RETAIL USES RestaurantsEating 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 [. . .] [. . .] [. . .] [. . .] [. . .] Personal Services P (4) P (4) P (4) 18.18.060(g), 18.40.160, 18.30(C) [. . .] [. . .] [. . .] [. . .] [. . .] 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, with the following exceptions, for which a conditional use permit is always required: (A) medical office fronting on University Avenue; (B) commercial recreation uses fronting on University Avenue. 10.a Packet Pg. 150 *NOT YET APPROVED* 13 0160066_20220628_ay16 (4) A conditional use permit is required for the following uses when fronting on University Avenue: (A) Fitness or exercise studios, and similar uses; and (B) Learning centers intended for individual or small group settings. 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 3,000 Retail services, except grocery stores 15,000 Grocery stores 20,000 Restaurants 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 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, 10.a Packet Pg. 151 *NOT YET APPROVED* 14 0160066_20220628_ay16 (ii) Outdoor eating areas operated incidental to permitted eating and drinking services restaurants 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 restaurants 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. (i) Employee Showers Employee shower facilities shall be provided for any new building constructed or for any addition to or enlargement of any existing building as specified in Table 5. // 10.a Packet Pg. 152 *NOT YET APPROVED* 15 0160066_20220628_ay16 TABLE 5 EMPLOYEE SHOWERS REQUIRED Uses Gross Floor Area of New Construction (ft 2 ) Showers Required Medical, Professional, and General Business Offices, Financial Services, Business and Trade Schools, General Business Services 0-9,999 No requirement 10,000-19,999 1 20,000-49,999 2 50,000 and up 4 Retail Services, Personal Services, and Restuarants Eating and Drinking Services 0-24,999 No requirement 25,000-49,999 1 50,000-99,999 2 100,000 and up 4 [. . .] 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) Restaurants Eating and drinking services, except drive-in/drive-through and take- out services. (b) Personal services, except the following on California Avenue: (i) the following shall be prohibited on the ground floor on California Avenue: beauty shops; nail salons; day spas; barbershops; laundry and cleaning services as defined in Section 18.04.030(114)(B); and (ii) the following shall require a conditional use permit on the ground floor on California Avenue: fitness or exercise studios exceeding 1,800 square feet in gross floor area; and learning centers intended for individual or small group settings. (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: 10.a Packet Pg. 153 *NOT YET APPROVED* 16 0160066_20220628_ay16 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) On California Avenue: (i) Formula retail businesses; on California Avenue. (ii) Fitness or exercise studios exceeding 1,800 square feet in gross floor area; (iii) Commercial recreation uses; (iv) Learning Centers intended for individual or small group settings; and (v) Medical offices. (d) Beauty shops, nail salons, and barbershops, except as prohibited on California Avenue, fitness or exercise studios exceeding 1,800 square feet in gross floor area; and learning centers intended for individual or small group settings. SECTION 9. Section 18.30(C).020 (Permitted 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) Restaurants Eating and drinking; (2) Hotels; (3) Personal services, except the following are prohibited when located on University Avenue: for parcels with frontage on University Avenue, where uses defined in Section 18.04.030(114)(B), (G), and (H), and (I) are not permitted (A) Laundry and cleaning services as defined in Section 18.04.030(114)(B); (B) Art, dance or music studios intended for an individual or small group of persons in a class; (C) Fitness and exercise studios, or similar uses exceeding 1,800 square feet or more of gross floor area; and (D) Learning centers intended for individual or small group settings. (4) Retail services; 10.a Packet Pg. 154 *NOT YET APPROVED* 17 0160066_20220628_ay16 (5) Theaters; (6) Travel agencies; (7) Commercial Recreation up to 5,000 square feet in gross floor area, except for parcels with frontage when located on University Avenue; (8) All other uses permitted in the underlying district, provided such uses are not on the ground floor. (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 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 located on University Avenue; (3) Day care; (4) Financial services, except drive in services; (5) General business service; (6) Learning centers intended for individual or small group settings, except as prohibited on University Avenue; (7) 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. 10.a Packet Pg. 155 *NOT YET APPROVED* 18 0160066_20220628_ay16 (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. Sections 18.13.040 (Site Development Standards) of Chapter 18.13 (Multiple Family Residential (RM-20, RM-30, and RM-40) Districts); 18.16.010 (Purposes) and 18.16.050 (Office Use Restrictions) of Chapter 18.16 (Neighborhood, Community, and Service Commercial (CN, CC, and CS) Districts); 18.20.040 (Site Development Standards) of Chapter 18.20 (Office, Research, and Manufacturing (MOR, ROLM, RP, and GM) Districts); 18.34.030 (Land Uses) of Chapter 18.34 (Pedestrian and Transit Oriented Development (PTOD) Combining District Regulations); and 18.42.030 (Accessory Uses and Facilities) and 18.42.090 (Alcoholic Beverages) of Chapter 18.42 (Standards for Special Uses) of Title 18 (Zoning) of the Palo Alto Municipal Code are amended to read as follows: 18.13.040 Development Standards [. . .] (f) Personal Services, Retail Services, and Restaurants Eating and Drinking Services in the RM- 30 and RM-40 Districts Within a single residential development containing not less than 40 dwelling units, personal services, retail services, and restaurants eating and drinking services solely of a neighborhood- serving nature to residents in the development or in the general vicinity of the project may be allowed upon approval of a conditional use permit, subject to the following limitations and to such additional conditions as may be established by the conditional use permit: (1) Total gross floor area of all such uses shall not exceed 5,000 square feet or three percent of the gross residential floor area within the development, whichever is smaller, and may not occupy any level other than the ground level or below grade levels. (2) A maximum of 2,500 square feet of retail and/or service and/or restaurant eating and drinking uses shall be allowed per establishment. (3) Personal services, retail services, and restaurants eating and drinking services provided in accordance with this section shall not be included in the gross floor area for the site. (4) The conditional use permit for the project may preclude certain uses and shall include conditions that are appropriate to limit impacts of noise, lighting, odors, parking and trash disposal from the operation of the commercial establishment. The hours of operation shall be limited to assure compatibility with the residential use and surrounding residential uses. (5) Allowable Neighborhood-Serving Uses. A neighborhood-serving use primarily serves individual consumers and households, not businesses, is generally pedestrian oriented in design, and does not generate noise, fumes or truck traffic greater than that typically expected for uses with a local customer base. A neighborhood-serving use is also one to which a significant number of local customers and clients can walk, bicycle or travel short distances, rather than relying primarily on automobile access or the provider of the goods or 10.a Packet Pg. 156 *NOT YET APPROVED* 19 0160066_20220628_ay16 services traveling off-site. Allowable neighborhood-serving personal services, retail services and restaurants eating and drinking services may include, but are not limited to, "agent" dry cleaners, flower shops, convenience grocery stores (excluding liquor stores), delicatessens, cafes, fitness facilities, day care facilities, and similar uses found by the Planning Director to be compatible with the intent of this provision. [. . .] 18.16.010 Purposes The commercial zoning districts are intended to create and maintain sites for retail, personal services, eating and drinking establishments, hotels and other business uses in a manner that balances the needs of those uses with the need to minimize impacts to surrounding neighborhoods. (a) Neighborhood Commercial [CN] The CN neighborhood commercial district is intended to create and maintain neighborhood shopping areas primarily accommodating retail sales, personal service, eating and drinking restaurant, and office uses of moderate size serving the immediate neighborhood, under regulations that will assure maximum compatibility with surrounding residential areas. [. . .] 18.16.050 Office Use Restrictions The following restrictions shall apply to office uses: (a) Conversion of Ground Floor Housing and Non-Office Commercial to Office Medical, Professional, and Business offices shall not be located on the ground floor, unless any of the following apply to such offices: (1) Have been continuously in existence in that space since March 19, 2001, and as of such date, were neither non-conforming nor in the process of being amortized pursuant to Chapter 18.30(I); (2) Occupy a space that was not occupied by housing, neighborhood business service, retail services, personal services, eating and drinking services restaurant, or automotive service on March 19, 2001 or thereafter; (3) Occupy a space that was vacant on March 19, 2001; (4) Are located in new or remodeled ground floor area built on or after March 19, 2001 if the ground floor area devoted to housing, retail services, eating and drinking services restaurant, personal services, and automobile services does not decrease; [. . .] 10.a Packet Pg. 157 *NOT YET APPROVED* 20 0160066_20220628_ay16 18.20.040 Site Development Standards Development in the office research, industrial, and manufacturing districts is subject to the following development standards, provided that more restrictive regulations may be required as part of design review under Chapter 18.76 of the Palo Alto Municipal Code. [. . .] (f) Limitations on Outdoor Uses and Activities. (1) In the GM district, outdoor sales and display of merchandise and outdoor eating areas operated incidental to permitted restaurants eating and drinking services are permitted subject to the following regulations: [. . .] 18.34.030 Land Uses [. . .] (b) Mixed use development, where residential and non-residential uses are combined, may include two or more of the following uses: (1) Multi-family residential; (2) Non-residential uses, limited to: (A) Retail and personal services; (B) Restaurants Eating and drinking services; [. . .] 18.42.030 Accessory Uses and Facilities (a) Examples of Accessory Uses and Facilities Accessory uses and facilities include, but are not limited to, the following list of examples; provided that each accessory use or facility shall comply with all provisions of this title: [. . .] (5) Newsstands, gift shops, drugstores, and restaurantseating and drinking facilities, or similar services intended solely for the convenience of occupants or employees, or guests thereof, of a principal use, when conducted entirely within a principal facility; [. . .] // 10.a Packet Pg. 158 *NOT YET APPROVED* 21 0160066_20220628_ay16 18.42.090 Alcoholic Beverages (a) Conditional Use Permit Required in Tandem with On-Sale License In any district where otherwise permitted by this title, any eating and drinking establishment restaurant or other use having any part of its operation subject to an on-sale license required by the State of California shall be subject to securing a conditional use permit. [. . .] SECTION 12. The land use tables in Sections 18.13.030 (Land Uses) of Chapter 18.13 (Multiple Family Residential (RM-20, RM-30, and RM-40) Districts); 18.20.030 (Land Uses) of Chapter 18.20 (Office, Research, and Manufacturing (MOR, ROLM, RP, and GM) Districts); 18.28.040 (Land Uses) of Chapter 18.28 (Special Purpose (PF, OS, and AC) Districts); 18.36.040 (Land Uses) of Chapter 18.36 (Hospital (HD) District) of Title 18 (Zoning) of the Palo Alto Municipal Code shall be amended to replace all references to phrase “Eating and drinking services” with the term “Restaurants,” and the phrase “drive-in” with the phrase “drive- in/drive-through.” SECTION 13. The Minimum Off-Street Parking and Loading Tables (Tables 1, 2, and 3) in Section 18.52.040 (Off-Street Parking, Loading and Bicycle Facility Requirements) of Chapter 18.52 (Parking and Loading Requirements) of Title 18 (Zoning) of the Palo Alto Municipal Code shall be amended to replace all references to phrase “Eating and drinking services” with the term “Restaurants” and the phrase “eating and drinking” with the term “restaurant.” SECTION 14. All remaining references in the Palo Alto Municipal Code to “Eating and Drinking,” “Eating and Drinking Services,” “Eating and Drinking Facilities,” or “Eating and Drinking Establishments” shall have the same meaning as “Restaurants,” as defined in Section 18.04.030(a)(124.5). SECTION 15. 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 16. 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. 10.a Packet Pg. 159 *NOT YET APPROVED* 22 0160066_20220628_ay16 SECTION 17. 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 18. This ordinance shall be effective on the thirty-first date after the date of its adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: NOT PARTICIPATING: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Assistant City Attorney City Manager ____________________________ Director of Planning & Development Services 10.a Packet Pg. 160 ATTACHMENT B March 8, 2021 City Council Motion The City Council made the following motion at the March 8, 2021 meeting: MOTION: Vice Mayor Burt moved, seconded by Mayor DuBois to adopt the attached temporary ordinance with the following exceptions: A. Prohibit allowing nail salons, beauty shops, barber shops, etc. directly on California Avenue street facing; B. On University Avenue, California Avenue, as well as Town and Country, prohibit the expansion of gyms greater than 1,800 square feet, and refer this to Planning and Transportation Commission for additional review; C. Prohibit the expansion of tutoring, schools, and related functions on the main streets of Downtown and California Avenue; D. Allow the change to commercial recreation to go forward, but also direct the Planning and Transportation Commission to look at occupancy for personal services that are commercial recreation; E. Refer to the Planning and Transportation Commission the evaluation of the most appropriate way to define restrictions on dining establishments; F. Prohibit expansion of the permissible medical sizes on the main shopping streets of California Avenue, University Avenue and Midtown Shopping Center. 10.b Packet Pg. 161 Attachment C Comparison between versions of the Palo Alto Municipal Code PAMC location Standard/definition Prior to 11- 2020 Temporary Ordinance Draft Ordinance Notes 18.04 Definitions Drive-in/Drive- through Only includes ‘Drive-in’ Adds Drive- Through to definition Adds ‘restaurant drive- in/through as sub definition. 18.04 Definitions Eating and Drinking Service Included restaurants, coffee shops, sandwich shops, taverns, ice cream shops, etc. Classifies eating and drinking as having a full commercial kitchen & dishwasher. Other uses now considered ‘intensive retail’ Same as temporary ordinance plus changes term to ‘restaurant’ Parking is lower for intensive retail. 18.04 Definitions Fitness and exercise studios Considered a space up to 1,800 SF A space up to 5,000 SF (except for University Ave, California Ave, and Town & Country. (similar uses over 5,000 SF are ‘commercial recreation’ Same as temporary ordinance Considered a personal service 18.04 Definitions Learning Centers Does not exist New definition under personal service. Same as temporary ordinance Considered Personal service 18.04 Definitions Intensive retail service Uses not defined as extensive retail Added limited food service such as ‘ready to eat’ Same as temporary ordinance 18.16.040 CN, CC, CS Districts Table 1 Medical offices require CUP; Medical offices require Same as temporary ordinance Exceptions for medical office in 10.c Packet Pg. 162 PAMC location Standard/definition Prior to 11- 2020 Temporary Ordinance Draft Ordinance Notes Commercial Recreation requires CUP; and Personal Services are Permitted a CUP over 5,000 SF. Commercial recreation uses fronting California and located in Town & Country requires a CUP. Commercial recreation uses located on California Ave. greater than 1,800 SF require a CUP. but moved exceptions to zoning district to R combining district 18.30(A). 18.16.060 CN Development Standards Table 5 Maximum size of establishment Maximum size of Personal Service and Neighborhood Business Services is 2,500 SF Increase personal service and neighborhood business services max size from 2,500 SF to 3,000 SF Same as temporary ordinance 18.18.050 CD District Table 1 Commercial recreation requires a CUP; Personal services are permitted; Medical offices are permitted uses Commercial recreation requires CUP greater than 5,000 SF except for University Ave (1,800 SF); Medical office on University Ave requires CUP otherwise no CUP up to 5,000 SF; CUP required for learning centers on University Ave Same as temporary ordinance but moved regulations to GF combining district (18.30(C) 10.c Packet Pg. 163 PAMC location Standard/definition Prior to 11- 2020 Temporary Ordinance Draft Ordinance Notes 18.18.060 CD-N Development Standards Table 4 Maximum Size of Establishment Maximum size of personal services is 2,500 SF Increases the personal services size to 3,000 SF Same as temporary ordinance 18.30(A).040 Retail Shopping (R) Combining District Permitted Uses Permitted Uses: Added Fitness studios exceeding 1,800 SF and learning centers Created distinctions for uses on California Ave. 18.30(A).050 Retail Shopping (R) Combining District Conditional Uses Beauty shops required a CUP Beauty shops not permitted on California Ave. Same as temporary ordinance. Amended section for clarity. 18.30(C).020 Ground Floor (GF) Combining District Permitted Uses Added Learning centers as not permitted on University Ave. Commercial recreation up to 5,000 SF permitted except along University Ave. (1,800 SF) Same as temporary ordinance but clarified text—moved footnotes from Chapter 18.18. 18.30(C).030 Ground Floor (GF) Combining District Conditional Uses Distinguish that Commercial recreation over 5,000 SF requires a CUP. Added learning centers to CUP list. Same of temporary ordinance but clarified text---moved footnotes from Chapter 18.18. 10.c Packet Pg. 164 City of Palo Alto (ID # 14912) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Action Items City of Palo Alto Page 1 Title: Recommendation from the Policy and Services Committee to Adopt a City Council Values Statement From: City Manager Lead Department: City Manager Recommendation The Policy and Services Committee recommends that the City Council adopt a Values Statement as presented in this report. Background The Policy and Services Committee followed up on the City Council referral from the February 5, 2022 City Council retreat for the Policy and Services Committee to discuss and recommend to the City Council a set of values that would continue over successive years as values. Council intended the values to reflect enduring goals and intentions—such as Fiscal Sustainability, Social Justice, Healthy City Healthy Community, and Environmental Sustainability—which would allow Council to maintain these enduring intentions while also selecting annual priorities that reflect shorter-term projects and goals. The Policy and Services Committee discussed this referral at the April 12, 2022 meeting (CMR #14243; Minutes) and also at the September 13, 2022 meeting (CMR #14731; Minutes). At the September meeting, the Committee passed a motion with the recommended values statement shown in the discussion section below. This motion was not a unanimous vote at Committee. Discussion City of Palo Alto Values: Values are organizational characteristics that are both stated explicitly and regularly reinforced. When defining values, there is a trade-off between being specific and being relevant to all aspects of an organization. The effort to define a set of values can ideally both reinforce current practice and recommit to organizational focus. While the City Council is engaged in this effort to define the City Council Values Statement that responds to community priorities, staff is also engaging in a parallel effort to refresh the workforce organizational values. This effort is beginning this Fall. For the City Council Values Statement, based on the topics the Council asked the Committee to 11 Packet Pg. 165 City of Palo Alto Page 2 explore for a values statement, as well as the existing mission statements, the Committee recommends the following statement for full City Council consideration and adoption: Draft City Council Values Statement: The Palo Alto City Council has universally shared values that help guide our decisions and the work we do. These values include: 1. We will make decisions that balance revenues and expenses, now and in the future. 2. We will make decisions that respect the environment, now and in the future. 3. We will integrate equity into our decisions, considering how decisions affect people differently based on their identity or circumstances. 4. We will build a healthy, safe, and welcoming environment for all in our community. 5. We will communicate openly with all members of our community and welcome innovative solutions. Process: The Policy and Services Committee designated one member to work with staff to discuss and draft a values statement for full Policy and Services Committee review. The draft considered existing mission and values statements, including the City’s Mission Statement, the City’s Equity Mission Statement, and the Annual Budget Values Statement. Those statements are referenced here: City Mission Statement in the Annual City Budget: The government of the City of Palo Alto exists to promote and sustain a superior quality of life in Palo Alto. In partnership with our community, our goal is to deliver cost- effective services in a personal, responsive and innovative manner. Equity Mission Statement: The City of Palo Alto is committed to creating a respectful, fair, and professional workplace and city. We will identify prejudices, eliminate inequities, welcome many perspectives, and use a collaborative approach to create an environment that works for everyone. The City's commitment to achieve equity in Palo Alto is the shared responsibility of our residents, organizations, governments, and other institutions. (link: www.cityofpaloalto.org/raceandequity) Values Statement in the Annual City Budget: - Quality: Superior delivery of services - Courtesy: providing service with respect and concern - Efficiency: Productive, effective use of resources - Integrity: straightforward, honest, and fair relations - Innovation: excellence in creative thought and implementation 11 Packet Pg. 166 City of Palo Alto Page 3 Timeline and Resource Impact Now that the Policy and Services Committee has reviewed this City Council referral and is bringing forth a recommendation, the full City Council can consider it. If progressing toward adoption, the goal would be for the City Council to adopt a values statement prior to the 2023 City Council retreat. There is no resource impact for the City Council Values Statement process. Stakeholder Engagement In previous years, the City Council solicited information from the public about the priorities the City Council should consider for annual priorities. The topic areas included in the draft City Council Values Statement above are based on topics that regularly come up as priority areas for the City Council. Environmental Review Adoption of a Values Statement is not a project for the purposes of the California Environmental Quality Act. No environment review is needed. 11 Packet Pg. 167 City of Palo Alto (ID # 14913) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Action Items City of Palo Alto Page 1 Title: Policy and Services Committee Recommendation that the City Council Adopt the 2023 Citywide Legislative Guidelines and Support the Tentative 2023 Legislative Work plan From: City Manager Lead Department: City Manager Recommendation The Policy and Services Committee recommends that the City Council approve the 2023 Federal and State Legislative Guidelines (Attachment A) and support the tentative 2023 Legislative Workplan. Background As part of the City’s legislative program, staff and the City’s contracted federal and state advocates work to identify and analyze potentially impactful legislation and communicate the City’s public advocacy positions to legislators. The program is guided by the Advocacy Process Manual, last updated and approved by City Council on January 13, 2020 (CMR #10772). Additionally, the City Council in June 2021, also reaffirmed the strategy desired for the City’s legislative actions. That reaffirmation is shown in the staff report (CMR #12344; Minutes) from June 22, 2021. The overall decision was to continue the strategy of Strategically Weighing in on Issues of Interest to the City in the legislative approach taken by the consultant advocates and City staff. The City also maintains a City Council-approved set of legislative guidelines (guidelines) that provide additional City Council policy direction to staff and the City’s state and federal legislative advocates. These are reviewed annually. The guidelines were discussed at the Policy & Services Committee on October 11, 2022 (CMR #14827) and the Committee made a few suggested changes. Prior to that Policy and Service discussion, the last time the full City Council approved the Guidelines was on February 7, 2022 (at the same meeting City Council approved the legislative guidelines for the Utilities Department; CMR 13904; Minutes). Staff and the legislative advocates often come to Policy and Services Committee and the full City Council to discuss updates. The last legislative update to the Policy and Services Committee was on May 10, 2022 (CMR 14379; Minutes). 12 Packet Pg. 168 City of Palo Alto Page 2 Discussion The Policy and Services Committee reviewed the draft 2023 legislative guidelines and proposed the guidelines attached in this report as Attachment A. The changes include basic information such as the year and other technical changes such as a title change to the Environmental section and the addition of a new bullet point in that section. The changes are clearly shown as tracked changes in Attachment A. What are the Legislative Guidelines The Legislative Guidelines enhance and add content to the City Council’s overarching priorities; they do not supplant them. The guidelines provide direction to staff and the City’s legislative advocates on issues that are both (a) important to the City Council, and (b) likely to become a legislative issue in 2023. The guidelines are not rank ordered and are intentionally reasonably broad rather than specifically narrow to allow for a flexible and quick response. Further, the guidelines are not proactive instructions; they act as a means by which staff and advocates can respond to federal and state government action, without returning to the City Council each time a bill is introduced or amended. Utilities Legislative Guidelines The City Council also annually adopts the Utilities Legislative Guidelines after review and recommendation by the Utilities Advisory Commission. The Commission will make their recommendations soon, reflecting recent City Council actions and bring the proposed 2023 Utilities Legislative Guidelines for City Council adoption on Consent in early 2023. Legislative Update The City’s legislative advocates in Sacramento (Townsend Public Affairs) and legislative advocates in Washington, D.C. (Van Scoyoc Associates) provided updates in the October 11 2022 Policy and Services Committee. Those reports are available in Attachment B and also online in the October 11, 2022 Policy and Services Committee packet (CMR #14827). One bill that has drawn significant attention is AB 2097, which prohibits a city from imposing parking requirements on developments that are within 1/2 mile of a major public transit stop, as defined in state law. The bill includes limited exceptions in the event a city can make certain findings, supported by a preponderance of the evidence. To take advantage of these exceptions, the City would have to develop evidence to support findings that the absence of parking requirements would have a substantially negative impact on: 1) the City’s ability to meet its share of RHNA for lower income households; 2) the City’s ability to meet special housing needs identified in its housing element for the elderly or persons with disabilities; or 3) existing residential or commercial parking within one-half mile of the housing development project. Of these three options, the third appears to have the broadest applicability; however, it only 12 Packet Pg. 169 City of Palo Alto Page 3 speaks to housing development projects. In other words, this would not be a basis for imposing parking requirements on commercial projects under AB 2097. In addition, where housing projects are concerned, AB 2097 provides several exceptions to these exceptions. For housing projects, a city may not use these findings to impose parking requirements if: 1) the project reserves at least 20 percent of its units for moderate income households, students, elderly persons, or persons with disabilities; 2) the project contains fewer than 20 units; or 3) the project is subject to other state laws that permit reduced parking. In short, there is only a very limited class of projects for which the City could utilize findings to impose parking requirements: large housing projects that do not provide at least 20 percent of units for moderate income households, students, elderly persons or persons with disabilities. Tentative Legislative Workplan To plan for the upcoming legislative session, staff has drafted the following tentative workplan for City Council awareness, review, and comment. Resource Impact There is no resource impact associated with adopting legislative guidelines. Items on the tentative legislative workplan have costs associated with them such as any potential visits to Sacramento and Washington, D.C. It is anticipated that should these activities be approved by the Council, these costs will be supported by the City Council contingent account in FY 2023. Staff has started the procurement process (request for proposals) for the state and federal legislative advocacy work. At the appropriate time staff will bring the contracts to City Council 12 Packet Pg. 170 City of Palo Alto Page 4 for review and approval. The City Council has already allocated funds for these contracts and services. Stakeholder Engagement Staff from multiple departments are involved in the legislative process in helping to review the impacts of bills as well as discussing grant oportunities linked to state and federal programs. Environmental Review Approval of the 2023 Federal and State Legislative Guidelines and tentative workplan are not projects under the California Environmental Quality Act., See CEQA Guidelines section 15378(b)(2) (general policy making activities). Attachments: • Attachment12.a: October 11, Legislative Update to Policy & Services Cmte 12 Packet Pg. 171 City of Palo Alto (ID # 14827) Policy and Services Committee Staff Report Meeting Date: 10/11/2022 Report Type: Action Items City of Palo Alto Page 1 Title: Receive Update from the City's Federal and State Legislative Advocates and Discussion and Recommendation on the 2023 Citywide Legislative Guidelines From: City Manager Lead Department: City Manager Recommendation Staff recommends that the Policy & Services Committee (a) receive a legislative update from the City’s state and federal advocates, and (b) subject to the Committee’s discussion, recommend that City Council approve the 2023 Federal and State Legislative Guidelines (Attachment A). Background As part of the City’s legislative program, staff and the City’s contracted federal and state advocates work to identify and analyze potentially impactful legislation and communicate the City’s public advocacy positions to legislators. The program is guided by the Advocacy Process Manual, last approved by City Council on January 13, 2020 (CMR #10772). In addition to the Manual, the City maintains a City Council-approved set of legislative guidelines that provide additional City Council policy direction to staff and the City’s state and federal legislative advocates. The guidelines were last discussed at the Policy & Services Committee on December 14, 2021 (CMR #13850) and approved by the City Council on February 7, 2022 (at the same meeting City Council approved the legislative guidelines for the Utilities Department; CMR 13904; Minutes). Staff will coordinate with Utilities staff to bring both 2023 legislative guidelines to the City Council for adoption. The City Council, in June 2021, also reaffirmed the strategy desired for the City’s legislative actions. That reaffirmation is shown in the staff report (CMR #12344; Minutes) from June 22, 2021. The overall decision was to continue the strategy of Strategically Weighing in on Issues of Interest to the City in the legislative approach taken by the consultant advocates and City staff. Also, staff and the legislative advocates often come to Policy and Services Committee and the full City Council to discuss updates. The last legislative update to the Policy and Services Committee was on May 10, 2022 (CMR 14379; Minutes). 1 Packet Pg. 3 12.a Packet Pg. 172 City of Palo Alto Page 2 Discussion Legislative Guidelines The Legislative Guidelines enhance and add content to the City Council’s overarching priorities; they do not supplant them. The guidelines provide direction to staff and the City’s legislative advocates on issues that are both (a) important to the City Council, and (b) likely to become a legislative issue in 2023. The guidelines are not rank ordered and are intentionally reasonably broad rather than specifically narrow to allow for a flexible and quick response. Further, the guidelines are not proactive instructions; they act as a means by which staff and advocates can respond to federal and state government action, without returning to the City Council each time a bill is introduced or amended. The draft 2023 guidelines are a compilation of the current, approved guidelines, City Council’s 2022 priorities, and policy issues staff and the City’s legislative advocates have heard interest in. There are no major changes in the draft 2023 guidelines. Legislative Update The City’s legislative advocates in Sacramento (Townsend Public Affairs) and legislative advocates in Washington, D.C. (Van Scoyoc Associates) will be present to discuss updates on legislation, the budget, and the coming weeks and months in Sacramento and D.C. State Update Attachment B contains the Sacramento update from Townsend Public Affairs. The State legislative session recently ended, and the Governor signed over a thousand bills into law. The memo provides an overview of bills passed and signed by the Governor that are relevant to Palo Alto. It also includes information about state funding advocacy done in this legislative session. This was a very successful legislative session regarding funding with the City securing $7.2 million in state budget earmark requests through Senator Becker and Assembly Member Berman for the Newell Road Bridge project and the Fire Station 4 Replacement project in addition to a $26.6 million Homekey award for an interim supportive housing shelter to be built in Palo Alto. Federal Update Congressional Update Congress passed a continuing resolution to keep the government funded until December 16, 2022. President Biden quickly signed the continuing resolution into law preventing the federal government from shutting down hours before the end of the current fiscal year. In addition to keeping the federal government operating at fiscal year (FY) 2022 funding levels, the bill also provides $12.4 billion in military and diplomatic spending to help Ukraine in its war against Russia and $18.8 billion for domestic disaster recovery efforts, including recent floods, wildfires, and hurricanes. 1 Packet Pg. 4 12.a Packet Pg. 173 City of Palo Alto Page 3 The House and the Senate are now in recess until after the midterm elections and will return the week of November 14. Upon return from the recess, the Congress will continue work to pass the FY 2023 appropriations bills, likely through an omnibus bill where all the funding bills are passed as one larger bill. If an agreement is made on FY 2023 appropriations, other issues could be included in a larger omnibus bill such as policies on pandemic preparedness, mental health, and immigration. If an agreement on FY 2023 appropriations is not made by December 16, another continuing resolution will be needed to be passed in the lame duck session to keep the federal government open past December 16. Transportation Update EV Charging Plans Approved: On September 27, FHWA announced that it had approved the state charging plans for all 50 states. As such, federal funds for electric vehicle charging facilities will soon be available to every state to implement the plan that each state has submitted to USDOT. The state plans are here. Vertiport Design Standards: On September 26, FAA released new design guidelines for vertiports, infrastructure that will support Advanced Air Mobility (AAM) aircraft. The design standards will serve as the initial step to provide key information for airport owners, operators and infrastructure developers to begin development of facilities that will support operations of AAM aircraft that are electrically powered and take-off and land vertically. Housing Update HUD Opens Choice Neighborhoods Implementation Grant Program: The Department of Housing and Urban Development today began accepting applications for its FY 2022 Choice Neighborhoods Implementation Grant Program. HUD anticipates making almost $380,000,000 in awards. Choice Neighborhoods Implementation Grants support the implementation of comprehensive neighborhood revitalization plans that are expected to achieve the following three core goals: 1. Housing: Replace distressed public and assisted housing with high-quality mixed-income housing that is well-managed and responsive to the needs of the surrounding neighborhood; 2. People: Improve outcomes of households living in the target housing related to employment and income, health, and children’s education; and 3. Neighborhood: Create the conditions necessary for public and private reinvestment in distressed neighborhoods to offer the kinds of amenities and assets, including safety, good schools, and commercial activity, that are important to families’ choices about their community. 1 Packet Pg. 5 12.a Packet Pg. 174 City of Palo Alto Page 4 More information on the implementation grant program can be found here on HUD’s website. The application and supporting documents can be found here on grants.gov. Climate and Energy Update Grid Deployment Office Releases New Grid Transmission Programs Funding Website: The Grid Deployment Office has launched the Grid and Transmission Programs Conductor, an online clearinghouse and resource repository to point stakeholders to information on financing opportunities through DOE for grid and transmission projects. The new online clearinghouse for grid and transmission funding provided through the U.S. Department of Energy can be viewed here. Economic Development Update FEMA and EDA Release Joint Economic Development and Hazard Mitigation Guide: The Federal Emergency Management Agency (FEMA) and the Economic Development Administration (EDA) have published a new resource intended to help both economic development and hazard mitigation planners achieve mutually beneficial outcomes. The Comprehensive Economic Development Strategy and Hazard Mitigation Plan Alignment Guide connects economic development and hazard mitigation plans so communities can be more resilient from natural hazards. Local and state officials can use the guide when preparing or reviewing FEMA Hazard Mitigation Plans and EDA Comprehensive Economic Development Strategies (CEDS). Included in the guide are approaches to help align strategies with approved local plans. According to the agencies, when communities align their CEDS and hazard mitigation plans, benefits can include: • Businesses and business districts are built in safer areas with a lower risk of hazard impacts. • Private investment is directed to safer areas. It is also developed to be more resilient to hazards. • Businesses can reopen more quickly after disaster events. • Critical facilities and infrastructure keep working during and after disaster events. • Regional marketability improves as businesses and investors see the community as safe and well prepared. Hazard mitigation plans and CEDS are key plans to improve resilience. A CEDS must include economic resilience in its strategy while a hazard mitigation plan identifies and plans for natural hazard risks to key sectors, including the economy. The guide includes economic development concepts to add to hazard mitigation plans. It also encourages integration of information from risk assessments and hazard mitigation ideas to use in a CEDS. 1 Packet Pg. 6 12.a Packet Pg. 175 City of Palo Alto Page 5 The Comprehensive Economic Development Strategy and Hazard Mitigation Plan Alignment Guide can be downloaded online from the disaster recovery page on the EDA’s website. Upcoming Discretionary Funding Opportunities: Bipartisan Infrastructure Law National Culvert Removal, Replacement, and Restoration Grant Program: The new Federal Highway Administration program will provide funding for projects that would replace, remove, or repair culverts and weirs that meaningfully improve or restore passage for anadromous fish. The Bipartisan Infrastructure Law provided $1 billion for the new competitive program that will be spread across the next five years. Charging and Fueling Infrastructure Grants: The new Federal Highway Administration program will provide discretionary grant funding to install electric vehicle charging and alternative fuel in locations on public roads, schools, parks, and in publicly accessible parking facilities. The Bipartisan Infrastructure Law provided $1.25 billion for the discretionary community charging funding. Resource Impact There is no resource impact associated with adopting legislative guidelines and hearing from the City’s state and federal advocates. Staff has started the procurement process (request for proposals) for the state and federal legislative advocacy work. At the appropriate time staff will bring the contracts to City Council for review and approval. The City Council has already allocated funds for these contracts and services. Stakeholder Engagement Staff from multiple departments are involved in the legislative process in helping to review the impacts of bills as well as discussing grant oportunities linked to state and federal programs. Environmental Review This legislative update is presented for informational purposes only with no action required by the Committee. The Committee’s recommendation to Council is not a project as defined by CEQA because Approval of the 2023 Federal and State Legislative Guidelines is a general policy making activity. CEQA Guidelines section 15378(b)(2)." Attachments: • Attachment A: 2023 Draft legislative guidelines-Oct 2023.docx • Attachment B: 2022 Legislative Session Wrap Up - City of Palo Alto October2022 1 Packet Pg. 7 12.a Packet Pg. 176 Attachment A: Draft 2023 Guidelines The City of Palo Alto’s 20232 Federal and State Legislative Page 1 of 3 These Guidelines reflect and activate the City Council’s priorities; they do not supplant them. They work to guide staff and the City’s legislative advocates on issues that are important to the City Council, and fairly likely to become a legislative issue. These Guidelines are not rank- ordered and are meant to allow for a flexible and quick response by staff and advocates, without the need to return to the City Council to seek guidance. The Guidelines work in conjunction with the City Council-approved Advocacy Process Manual and the City Council action to do “Strategic Weighing in on Issues of Interest” (June 22, 2021 CMR 12344; Minutes). The below Foundational Principles represent the ideals that form the core of the City’s policy agenda. The Legislative Guidelines all rise from and strengthen four foundational principles: 1. Protect local revenue sources and prevent unfunded mandates. 2. Protect, seek, and increase funding for programs, projects, and services; pursue grants. 3. Protect and increase local government discretion. Oppose items that preempt or reduce the authority or ability of local government to determine how to effectively operate local programs, services, activities, and governance. 4. Protect the health and safety of the community. The Legislative Guidelines create the framework for organizing the City’s policy interests, while guiding staff and contracted lobbyists in their advocacy efforts on behalf of the City. The items below provide direction for the City’s efforts when addressing reasonable government actions. Transportation The City supports government action that: • Deters single occupancy drivers and alleviates local traffic congestion • Supports local and regional public transportation • Regulates technology that diverts traffic into residential neighborhoods • Provides funding for rail grade separations, rail efficiency improvements, and other means of reducing the local impacts of regional transportation systems Environmental The City supports government action that: • Reduces GHG emissions • Reduces airplane noise, health impacts, and/or airplane emissions • Promotes residential and vehicle electrification programs 1.a Packet Pg. 8 At t a c h m e n t : A t t a c h m e n t A : 2 0 2 3 D r a f t l e g i s l a t i v e g u i d e l i n e s - O c t 2 0 2 3 . d o c x ( 1 4 8 2 7 : L e g i s l a t i v e U p d a t e a n d 2 0 2 3 L e g i s l a t i v e G u i d e l i n e s ) 12.a Packet Pg. 177 Page 2 of 3 • Promotes the use of renewable resources, water conservation, and the flexible use of existing resources • Supports a statewide ban on polystyrene containers and packaging materials • Provides opportunities for staff to work with the San Francisquito Creek Joint Powers Authority and other regional stakeholders in efforts to improve the creek’s watershed and floodplain • Supports efforts to protect local communities from sea level rise and other impacts of climate change • Supports proper disposal of recyclables once removed from Palo Alto Financial The City supports government action that: • Supports the long-term stability of CalPERS and the ability of local governments to mitigate and manage with flexibility its pension obligations • Protects the funding sources and levels of City services • Provides for COVID-19 related expenses and revenue losses • Supports the continued deductibility of tax-exempt municipal bonds and the restoration of Advance Refunding of Tax-Exempt Municipal Bonds Public Employment The City supports government action that: • Preserves local government’s ability to manage its own employment issues, including, but not limited to hiring, evaluating, disciplining, and/or terminating and negotiating collective bargaining agreements with employees’ representatives Technology The City supports government action that: • Supports reasonable regulatory efforts surrounding policies regarding cybersecurity, drones, shared mobility services, returning to Obama-era net neutrality regulations, and smart city initiatives Housing The City supports government action that: • Supports reasonable housing policies that recognize local autonomy to maintain the local public process and preserve local government’s ability to determine land use policies and development standards 1.a Packet Pg. 9 At t a c h m e n t : A t t a c h m e n t A : 2 0 2 3 D r a f t l e g i s l a t i v e g u i d e l i n e s - O c t 2 0 2 3 . d o c x ( 1 4 8 2 7 : L e g i s l a t i v e U p d a t e a n d 2 0 2 3 L e g i s l a t i v e G u i d e l i n e s ) 12.a Packet Pg. 178 Page 3 of 3 • Provides funding for (a) affordable housing, (b) homelessness, and (c) infrastructure (such as parks, utilities, roads, and transit) required to support the increased housing production • Fosters reasonable ratios between jobs and housing • Supports the development and implementation of efficient and environmentally sustainable land use and building practices Police The City supports government action that: • Supports efforts which seek to modify policing services, including but not limited to alternative public safety models and funding to address community mental health issues, expansion of requirements regarding police data and rules regarding prior employment information transparency, and expansion of data and communications including radio encryption. Other The City supports government action that: • Updates, implements, and refines processes, services, and programs affecting the City. This includes, but is not limited to, public safety reform efforts and streamlining reporting mandates • Protects individual privacy and allows the City to safeguard customer information • Provides for the equal treatment of all individuals • Allows the City to support the collaborative work of regional partners, trade associations, other local governments and organizations, and Joint Powers Authorities 1.a Packet Pg. 10 At t a c h m e n t : A t t a c h m e n t A : 2 0 2 3 D r a f t l e g i s l a t i v e g u i d e l i n e s - O c t 2 0 2 3 . d o c x ( 1 4 8 2 7 : L e g i s l a t i v e U p d a t e a n d 2 0 2 3 L e g i s l a t i v e G u i d e l i n e s ) 12.a Packet Pg. 179 Page 1 M E M O R A N D U M To: The City of Palo Alto Ed Shikada, City Manager Chantal Cotton Gaines, Deputy City Manager From: Townsend Public Affairs Christopher Townsend, President Niccolo De Luca, Vice President Andres Ramirez, Senior Associate Carly Shelby, Legislative Associate Date: October 2, 2022 Subject: Summary of the 2022 Legislative Session port August 31 marked the final night of the 2021-2022 Legislative Session. The night ended at two o’clock in the morning, which can be attributed to numerous last minute legislative pushes for new climate regulations, disputes over a bill that would have allowed legislative staffers to unionize, and the fate of California’s last-standing nuclear power plant. In a stark contrast to last years’ calm and quick final night of session, many major issues had not been decided and passed with the incremental waves of budget bills and budget trailer bills over the summer and in the month since summer recess. Nevertheless, the Legislature decided the fate of a number of bills important to local governments in its final days of session. Of the 2,350 bills introduced this year, the Legislature passed a total of 1,166. Following the Legislature’s adjournment, per the state Constitution, September 30 was the last day for Governor Gavin Newsom to act on the 1,166 bills sent to his Desk during the Session. Governor Newsom concluded his work in the late afternoon on September 30. Of the 1,166 bills, the Governor signed 997 bills and vetoed 169 bills, which was a 14.5% veto rate. Below is an overview of a few of the bills the Legislature worked on this Session, organized by issue area: Housing and Land Use Throughout the 2022 Legislative Session, lawmakers were once again keenly focused on land use and zoning reform. These efforts build upon the passage of major land use reform bills from 2021, including SB 9 (Atkins), which requires the ministerial approval of urban lot splits and two-unit developments on single-family zoned parcels. This year’s Session ended with the passage of several notable land use reform measures, including AB 2011 (Wicks) and SB 6 (Caballero), both of which authorize housing development projects in sites zoned for retail, office, parking, or along transit-rich corridors, so long as STATE LEGISLATIVE WRAP UP: 2021-22 SESSION OVERVIEW 1.b Packet Pg. 11 At t a c h m e n t : A t t a c h m e n t B : 2 0 2 2 L e g i s l a t i v e S e s s i o n W r a p U p - C i t y o f P a l o A l t o O c t o b e r 2 0 2 2 ( 1 4 8 2 7 : L e g i s l a t i v e U p d a t e a n d 2 0 2 3 L e g i s l a t i v e 12.a Packet Pg. 180 Page 2 developers utilize stricter labor standards or adhere to stricter affordability requirements. Despite their similarities, both bills passed into law – a strategy that legislative leadership has touted as a method to give developers the choice to decide which strategy to use when approaching a housing development project in a non-residential zone: comply with stricter labor standards or stricter affordability standards. The Governor signed both bills into law. Another major land use reform measure that passed this year was AB 2097 (Friedman), which prohibits public agencies from imposing minimum automobile parking requirements on specified residential, commercial and other developments located within one-half mile of public transit. Notably, this bill is the second iteration of the legislation, which failed in the Appropriations Committee during the 2021 Legislative Session. The Governor also signed this bill into law. In addition to land use reform measures, the Legislature passed a handful of bills relating to Accessory Dwelling Unit (ADU) requirements. These include SB 897 (Wieckowski), which makes various changes to existing ADU laws, including adjustments to the minimum height limitations that a local agency may impose. Another ADU reform measure is AB 916 (Salas), which prohibits a city or county from requiring a public hearing as a condition of reconfiguring existing space to add up to two bedrooms within an existing dwelling unit. Both bills were signed by the Governor. Additional housing bills signed by the Governor include: AB 2006 (Berman) – Requires the Department of Housing and Community Development, the California Housing Finance Agency, and the California Tax Credit Allocation Committee to enter into a Memorandum of Understanding by July 1, 2024, to streamline the compliance monitoring of affordable multifamily rental housing developments that are subject to a regulatory agreement with more than one of these entities. AB 2094 (Rivas) – Requires cities to include progress towards meeting their share of regional housing needs for extremely low-income households in their annual progress report. AB 2334 (Wicks) – Allows a housing development project to receive added height and unlimited density if the project is located in an urbanized very low vehicle travel area in specified counties, at least 80% of the units are restricted to lower income households, and no more than 20% are for moderate-income households. SB 649 (Cortese) – Creates a state policy supporting local tenant preferences for lower income households, which are subject to displacement risk. In addition, the bill authorizes local governments and developers in receipt of the low-income housing tax credit program and tax-exempt bonds for rental housing developments to restrict occupancy to those at risk of displacement. This legislation has a sunset of January 1, 2033. SB 948 (Becker) – Replaces individual project transition reserves for the development of affordable housing to a pooled reserve model, as specified, operated by the Department of Housing and Community Development. Brown Act Reform The COVID-19 pandemic necessitated reforms to the Brown Act to provide remote flexibilities to adhere to social distancing orders. During the 2021 Legislative Session, the Legislature passed, and the Governor signed, AB 361 (Rivas) into law, which allows local agencies to use teleconferencing without complying with specified Ralph. M Brown Act restrictions in certain state emergencies. Following the passage of AB 361, it was thought there would be no appetite to modify its provisions for additional Brown Act modernization requirements. However, this Session, three measures addressing public meetings requirements were passed by the legislature. 1.b Packet Pg. 12 At t a c h m e n t : A t t a c h m e n t B : 2 0 2 2 L e g i s l a t i v e S e s s i o n W r a p U p - C i t y o f P a l o A l t o O c t o b e r 2 0 2 2 ( 1 4 8 2 7 : L e g i s l a t i v e U p d a t e a n d 2 0 2 3 L e g i s l a t i v e 12.a Packet Pg. 181 Page 3 These include AB 2449 (Rubio), which allows members of a legislative body of a local agency to use teleconferencing without identifying each teleconference location in the notice and agenda of the meeting, and without making each teleconference location accessible to the public. AB 2647 (Levine) allows writings that have been distributed to members of a legislative body of a local agency less than 72 hours before an open, regular meeting to be exempt from specified requirements of the Ralph M. Brown Act (Brown Act), if the agency meets certain requirements. Both measures were signed by the Governor. An additional measure, SB 1100 (Cortese), was also signed into law. This bill authorizes the presiding member of a legislative body conducting a meeting, or their designee, to remove an individual for disrupting the meeting, and defines “disrupting” for these purposes. Each of these three measures reflect modest changes to the Brown Act to allow for additional flexibilities for local agencies. Continued remote teleconferencing for all members of a legislative body is currently provided via the provisions established under AB 361, which are set to expire January 1, 2024, or when the COVID-19 state of emergency is lifted – whichever comes first. Behavioral Health Reform This Session, Governor Newsom and Legislative Leaders made it clear that overhauling the State’s existing behavioral healthcare infrastructure was a top priority. On March 3, 2022, Governor Newsom unveiled his CARE (Community Assistance, Recovery, and Empowerment) Court proposal framework, which was later packaged into SB 1338 (Umberg). This bill would offer court-ordered individualized interventions and services, stabilization medication, advanced mental health directives, and housing assistance to individuals struggling with behavioral health crises. Plans would last anywhere up to 12-24 months. In addition to their full clinical team, the client-centered approach also includes a public defender and a supporter to help individuals make self-directed care decisions. County behavioral health departments would be responsible for carrying out the care plans. Those who don't comply with their plans could be subject to California's existing system of involuntary hospital stays and conservatorships. Such programs have been in place since the 1960s, following the state's shift away from mental health hospitals and toward community-oriented care. Since California dismantled the hospital system, the state has primarily made use of the Lanterman-Petris-Short Act and Laura's Law to care for people who suffer from severe mental illnesses. According to an October 2021 Department of Health Care Services report, only 218 people received treatment through Laura's Law during the 2018-19 fiscal year – a statistic that many supporters of the program have referenced as an example for new programming. After numerous iterations of amendments, SB 1338 was passed by the Legislature on the final night of Session. Notably, the bill includes staggered implementation and additional funding resources to allow counties and other local agencies time to implement the program. Other bills seeking to add reforms to behavioral healthcare were part of a bill package introduced by Senator Eggman. This included bills SB 929, SB 1035, SB 1227, and SB 1338 – each of which adds modernizations to California's behavioral health continuum, including increased data collection among agencies and stakeholders to better understand the outcomes of involuntary holds, services provided, waiting periods to receive care, current and projected behavioral health care infrastructure, service needs, and more. Each of these bills were signed into law. Climate and Energy In mid-August, reports began swirling about the Governor convening meetings with Legislative leaders and the Democratic Caucus to push forward last-minute legislation to address the climate 1.b Packet Pg. 13 At t a c h m e n t : A t t a c h m e n t B : 2 0 2 2 L e g i s l a t i v e S e s s i o n W r a p U p - C i t y o f P a l o A l t o O c t o b e r 2 0 2 2 ( 1 4 8 2 7 : L e g i s l a t i v e U p d a t e a n d 2 0 2 3 L e g i s l a t i v e 12.a Packet Pg. 182 Page 4 crisis. These priorities materialized into a memo presented to the Legislature, outlining climate change mitigation tactics the Governor wanted to see pushed forward in legislation before the end of Session. These included: setting interim targets for 100 percent clean energy, regulating projects to remove carbon from the atmosphere and smokestacks, and ending new oil drilling near communities. These efforts resulted in six legislative proposals, five of which passed the Legislature and were signed by the Governor. These five measures include the following: Greenhouse Gas Emission Reductions Measures contained within the package relating to greenhouse gas emissions include AB 1279 (Muratsuchi), which codifies the State’s existing goal of carbon neutrality by 2045. For context, the State enacted another greenhouse gas bill, AB 32, in 2006, requiring the State to set a target for emissions to drop to 1990 levels by 2020. While AB 1279 passed, another, more aggressive measure that would have set California’s target at 55% below the state’s 1990 emissions up from the current 40% target, failed in the Assembly on the final night of session. Clean Energy and Grid Reliability Another measure relating to the Governor’s climate proposals is SB 1020 (Laird), which sets interim targets for generating clean energy. A current law already requires 100% of retail electricity to be fueled by renewables such as wind and solar by 2045. The new law would add 90% by 2035 and 95% by 2040. In addition, all State agencies must source their energy from 100% renewable sources by 2035, ten years sooner than law now requires. The question remains, however, if California’s electrical grid can handle the surge in energy demand. The State is expected to see a 68% increase in energy consumption by 2045, according to the California Air Resources Board. To handle that increase, the Agency estimates that the state needs to expedite renewable energy projects. The issue of grid reliability was addressed in SB 846 (Dodd) which aims to keep the state’s last remaining nuclear power plant in Diablo Canyon operating until 2030 and gives its operator, Pacific Gas & Electric, a $1.4 billion loan to do so. This bill was viewed as one of the most contentious bills of the final night of session – with proponents arguing the need to keep the power plant functioning in the face of increase grid demand, and opponents concerned about accidents, nuclear waste issues, and a perceived “PG&E bailout.” Carbon Sequestration SB 905 (Caballero) directs the California Air Resources Board to develop a program and set regulations for carbon capture, utilization and storage projects at polluting industries, such as oil refineries. The practice is supported by the oil industry, but environmentalists say it has the potential to do more harm than good and prolongs the lives of fossil fuels. The State has yet to see a large-scale carbon capture and storage development seen to fruition. Another bill approved by the Legislature, AB 1757 (C. Garcia), would require the State to set targets for removing planet-warming carbon from the atmosphere with nature-based methods, such as planting trees, restoring wetlands and scaling up public landscaping and urban forestry projects. The bill received widespread support from environmentalists, who say nature-based solutions to combating the existing amount of greenhouse gas emissions in the air is a better approach than relying on engineered technologies. Oil Well Setbacks 1.b Packet Pg. 14 At t a c h m e n t : A t t a c h m e n t B : 2 0 2 2 L e g i s l a t i v e S e s s i o n W r a p U p - C i t y o f P a l o A l t o O c t o b e r 2 0 2 2 ( 1 4 8 2 7 : L e g i s l a t i v e U p d a t e a n d 2 0 2 3 L e g i s l a t i v e 12.a Packet Pg. 183 Page 5 The 2022 Legislative Session saw several attempts to establish buffer zones around oil and gas wells and other large-scale industrial equipment, to prevent their encroachment on “sensitive receptors” like residential zones and schools. SB 1137 (Gonzalez), which requires 3,200-foot setbacks between new oil and gas wells and sensitive receptors, narrowly passed the Legislature on the final night of session. The bill also requires operators to take certain steps at the thousands of existing wells within that buffer zone. Included is a plan to monitor toxic leaks and emissions and install alarm systems. In addition, new requirements would include limits on noise, light, dust and vapors. The 2022 Legislative Session was highly successful for the City/TPA partnership especially with the focus on funding. This includes securing $7.2 million in state budget earmark request funding through continuous advocacy with the City’s legislative delegation, state budget committee leadership, and staff relationships. In addition, it includes advocating on behalf of the City’s successful Homekey Program funding, totaling over $26 million. In early 2022, the City/TPA team sprang into action supporting the Homekey Application in partnership with LifeMoves. The Homekey funding was oversubscribed throughout the Bay Area and this application was on the fence. The TPA team utilized their contacts in the California Business, Consumer Services and Housing Agency to help elevate this application, coordinated advocacy calls from our state delegation, provided them running updates, expressed the need and strength of the application to the Office of the Governor, and utilized other advocacy methods. This effort continued for multiple months and culminated with the announcement of a full funding award totaling over $26 million to help address the unhoused in the region. Towards the end of 2021, the City/TPA team began the efforts of securing state budget funding. During this nearly yearlong process, TPA compiled and submitted multiple robust applications to Senator Becker and Assembly Member Berman inclusive of comprehensive documentation and project component summaries, garnered key supporters and letters, worked in lock-step with senior capitol staff to address concerns and answer questions, walked the halls of the Capitol to ensure stakeholders were informed of the project, and worked with Legislative Leadership to advocate for the final successful passage of both budget items. The result was the announcement from Assembly Member Berman of funding for Fire Station #4 Replacement in the amount of $5.2 million dollars and the announcement from Senator Becker of funding for the Newell Bridge in the amount of $2 million dollars. The City/TPA team was also very engaged and successful in fighting to keep funding from being taken from the City. The team joined the opposition effort to a revised proposed trailer bill that would permanently “cap” the Education Revenue Augmentation Fund (ERAF) after schools have been fully funded. More specifically, this proposed trailer bill would change current law in a way that would significantly harm counties and cities by permanently “capping” the ERAF funds that would be returned to them (after schools have been fully funded) and, instead, use such local tax revenues to pay the State’s in-lieu Vehicle License Fee (VLF) obligation. Palo Alto was one of those cities. LEGISLATIVE OUTCOMES: CITY OF PALO ALTO FUNDING AND PRIORITY BILLS 1.b Packet Pg. 15 At t a c h m e n t : A t t a c h m e n t B : 2 0 2 2 L e g i s l a t i v e S e s s i o n W r a p U p - C i t y o f P a l o A l t o O c t o b e r 2 0 2 2 ( 1 4 8 2 7 : L e g i s l a t i v e U p d a t e a n d 2 0 2 3 L e g i s l a t i v e 12.a Packet Pg. 184 Page 6 The TPA team, working with the City and cities throughout Santa Clara and San Mateo counties, pushed back against the Department of Finance on their proposed trailer bill language and supported the compromise language from Assembly Member Mullin. These efforts included briefing Senate and Assembly Budget committee staff, staff in the Governor’s office, staff in the Pro Tem and Speaker’s Office, and others. The compromise language was part of the adopted state budget. Dating back to the past legislative session, and after discussions with the Policy and Services Committee and the full City Council, the legislative strategy of the City has been to focus on a handful of bills and serve as a strategic voice in Sacramento as opposed to taking positions on a wide range of bills. There has also been a focus of collaborating with various authors to help expand the City’s relationships. The City has taken a formal position on the bills listed below: SB 960 (Skinner) Public employment: peace officers: citizenship City position: Support This bill would eliminate the requirement that a person be a United States citizen or a permanent resident in order to become a peace officer and instead requires that the person be legally authorized to work in the United States per federal law. Status: Signed into law. SB 1000 (Becker) Law enforcement agencies: radio communications City position: Support This bill requires, no later than January 1, 2024, a law enforcement agency (LEA) to ensure any non-confidential radio communications are accessible to the public. The City was very active on this legislation dating back to the beginning of the year. At the P and S Committee hearing support was expressed and the direction was to work with the authors office. This included numerous discussions with the authors office, providing subject matter feedback, recommending draft language, and expressing support through the various committee hearings. Status: Did not progress out of the Legislature. Held in the Assembly Appropriations Committee. SB 1100 (Cortese) Open Meetings; orderly conduct City Position: Support This bill would authorize the presiding member of the legislative body conducting a meeting to remove an individual for disrupting the meeting. The legislation requires removal to be preceded by a warning to the individual by the presiding member of the legislative body or their designee that the individual’s behavior is disrupting the meeting and that the individual’s failure to cease their behavior may result in their removal. The bill would authorize the presiding member or their designee to then remove the individual if the individual does not promptly cease their disruptive behavior. Status: Signed into law. AB 1737 (Holden) Children’s camps: local registration and inspections 1.b Packet Pg. 16 At t a c h m e n t : A t t a c h m e n t B : 2 0 2 2 L e g i s l a t i v e S e s s i o n W r a p U p - C i t y o f P a l o A l t o O c t o b e r 2 0 2 2 ( 1 4 8 2 7 : L e g i s l a t i v e U p d a t e a n d 2 0 2 3 L e g i s l a t i v e 12.a Packet Pg. 185 Page 7 City Position: Support with comments This bill requires, on or before January 1, 2024, CDSS, in consultation other departments and stakeholders, to provide a report to the Legislature that includes information regarding topics related to the health and safety of children attending children’s camps and recommendations for developing and issuing requirements for the regulatory oversight of children’s camps Status: This bill went through numerous iterations of amendments. Ultimately, the Author decided to place the bill on the inactive file. It did not progress out of the Legislature. AB 1944 (Lee) Local government: open and public meetings City Position: Support Allows, until January 1, 2030, members of a legislative body of a local agency to use teleconferencing without noticing their teleconference locations and making them publicly accessible under certain conditions. Status: This bill did not progress out of the Legislature. This bill was held in the Senate Governance and Finance Committee. AB 2181 (Berman) Santa Clara Valley Transportation Authority: board of directors City Position: Oppose unless amended (amendments suggested) Makes changes to the Board of the Santa Clara Valley Transportation Authority (VTA). The major provisions include 1) Revising the membership of the VTA board to consist of the following: a) Two county representatives who are community members and appointed by the president of the board of supervisors of Santa Clara County. b) Five representatives of the City of San Jose, including at least two city council members or the mayor and two community members, appointed by the mayor with city council approval. c) Five representatives of the other cities in the county, including at least two community members and two city council members or mayors of those cities, elected through a ranked choice voting process by the city councils of those cities, as specified. 2) Authorizes the VTA board to include ex officio nonvoting members from regional transportation or governmental bodies and increases the terms of the board members to four years. Status: This bill did not progress out of the Legislature. It was held in the Senate Transportation Committee. AB 2259 (Berman) Foster youth: substance use disorders City Position: Support Focus of the legislation: This bill would require the California Department of Social Services (CDSS), in collaboration with the Department of Health Care Services (DHCS), and upon appropriation by the Legislature, to establish a grant program to fund the development and implementation of evidence-based models and promising practices to serve foster youth with substance use disorders who are residing in family-based settings. Status: This bill did not progress out of the Legislature. It was held in the Appropriations Committee. AB 2449 (Rubio) Open meetings: local agencies: teleconferences 1.b Packet Pg. 17 At t a c h m e n t : A t t a c h m e n t B : 2 0 2 2 L e g i s l a t i v e S e s s i o n W r a p U p - C i t y o f P a l o A l t o O c t o b e r 2 0 2 2 ( 1 4 8 2 7 : L e g i s l a t i v e U p d a t e a n d 2 0 2 3 L e g i s l a t i v e 12.a Packet Pg. 186 Page 8 City Position: Support with comments This bill allows, until January 1, 2026, members of a legislative body of a local agency to use teleconferencing without noticing their teleconference locations and making them publicly accessible under certain conditions. Senate Floor Amendments of 8/8/22 clarify the process for members of legislative bodies to participate via teleconference in cases of emergency circumstances and refine provisions regarding compliance with applicable civil rights and nondiscrimination laws. Status: Signed into law AB 2647 (Levine) Local government: open meetings City Position: Support This bill exempts local agencies from making materials available for public inspection at the time they distribute them to members of the legislative body less than 72 hours before the meeting, if the agency meets certain requirements. Senate Floor Amendments of 8/4/22 clarify that public meeting agendas are disclosable public records that must be made available without delay and in compliance with the Brown Act. Status: Signed into law. Looking ahead In addition to the onset of new laws, next year will mark massive changes in the State Legislature. The decennial redistricting process caused numerous lawmakers to move, battle for new district spots, or retire. This, coupled with the onset of another graduating class of legislators under the new term limit requirements established by Prop. 140 (1990), has prompted many legislators to not seek reelection. As such, 2023 will bring forward a new class of freshman legislators – specifically, 10 new Senators and 19 new Assembly Members. This is likely to spark new leadership changes, bill ideas, and shift the makeup of factions within the Democratic Caucus. For instance, Assembly Member Robert Rivas has already signaled his intentions of battling Incumbent Speaker Anthony Rendon for the coveted Assembly Speakership. If he succeeds, it is likely he will appoint new committee chairs and internal leadership positions. What does this mean for the City of Palo Alto? We will continue to remain focused on our legislative strategies and will need to brief new Senators, new Assembly Members, and staff on our priorities, our hallmark projects, our areas of expertise, and to help support some of the new legislative proposals introduced in 2023. 1.b Packet Pg. 18 At t a c h m e n t : A t t a c h m e n t B : 2 0 2 2 L e g i s l a t i v e S e s s i o n W r a p U p - C i t y o f P a l o A l t o O c t o b e r 2 0 2 2 ( 1 4 8 2 7 : L e g i s l a t i v e U p d a t e a n d 2 0 2 3 L e g i s l a t i v e 12.a Packet Pg. 187 City of Palo Alto (ID # 14001) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Information Reports City of Palo Alto Page 1 Title: Investment Activity Report for the First Quarter, Fiscal Year 2023 From: City Manager Lead Department: Administrative Services EXEUCTIVE SUMMARY The City’s Investment Policy (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 reports 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 first quarter ending September 30, 2022 and to disclose cash flow projections for the next six months. Staff expect that the City will have sufficient funds or liquidity to meet expenditure requirements for the next six months. The portfolio details, activities, and performance are discussed below, and additional information is provided in the attachments. During the first quarter staff complied with all aspects of the Investment Policy. It should be noted that the Investment Policy limits callable agency securities to 25 percent of the par value of the portfolio. As of the end of the first quarter, investments in callable agency securities exceeded this limit by 1.5 percent due to the overall decline in the portfolio for the planned prepayment of the City’s Fiscal Year 2023 Unfunded Accrued Liability (UAL) pension cost for active employees to the Public Employers’ Retirement System (PERS) and other cash needs driven by increased capital expenditures. Per the Policy, this is not considered a violation of the Policy since a later increase or decrease in percentage resulting from a change in portfolio’s assets or values shall not constitute a violation of that restriction (limit). Staff is monitoring the percentage of callable agency securities to ensure that the percentage limitations will be restored as investments mature in each category and/or the portfolio increases. DISCUSSION & ANALYSIS The City’s investment portfolio is summarized in Graph 1 and detailed in the Investments by Fund Report (Attachment B). The Investments by Fund Report groups the portfolio’s securities by investment type and includes details of the investment issuer, date of maturity, current market value, the book and face (par) value, and the weighted average maturity of each type of investment and of the entire portfolio. 13 Packet Pg. 188 City of Palo Alto Page 2 The par value of the City’s portfolio is $536.3 million; in comparison, last quarter it was $584.7 million. The $48.4 million portfolio decline since the last quarter results from timing of cash flows from the prepayment of the City’s Fiscal Year 2023 Unfunded Accrued Liability (UAL) pension cost for active employees to the Public Employers’ Retirement System (PERS) totaling $43.1 million, delayed major revenue receipt due to seasonality timing, timing difference of the Public Safety Building construction expenditure and reimbursement from the bond funds, and an extra pay period costs in the first quarter. By prepaying PERS instead of making payments with each payroll period, the City expects savings of $1.5 million in PERS payments; however, this savings will be partially offset by the loss of approximately $333 thousand in interest income in the City’s portfolio. The net citywide savings of prepaying the UAL cost is $1.2 million. The saving is a consequence of PERS’ ability to earn interest earlier and at a higher rate than the City’s portfolio could realize. Without this prepayment, after factoring in $12 million in UAL payments that would have been made in the first quarter, the portfolio would have decreased by $17.3 million. As far as delayed major revenue receipt due to seasonality timing, major tax revenue receipts are typically lower in the first quarter. For example, property taxes receipts don’t begin until the second quarter and major revenues such as sales, transient occupancy and utility user’s taxes are historically lower in the first quarter. This, compacted with the timing of payment for major capital projects and reimbursement from bond funds, also drove the decrease in the portfolio’s overall balance. The portfolio consists of $18.8 million in liquid accounts and $517.5 million in various investment types as detailed in the following Table 1. The Investment Policy requires that at 13 Packet Pg. 189 City of Palo Alto Page 3 least $50 million be maintained in securities maturing in less than two years. The portfolio includes $100.6 million in investments maturing in less than two years, comprising 18.8 percent of the City’s investment portfolio. In addition, the Investment Policy allows up to 30 percent of the portfolio to be invested in securities with maturities beyond five years; actual at the end of the second quarter is 29.0 percent of the portfolio. The current market value of the portfolio is 89.7 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. As a result, there’s no risk of principal loss due to the declining market value. The market valuation is provided by U.S. Bank, which is the City’s safekeeping agent. The average life to maturity of the investment portfolio is 4.02 years compared to 3.85 years last quarter. The Investment Policy states “Should the ratio of the market value of the portfolio to the book value of the portfolio fall below 95 percent, the Administrative Services Department will report this fact to the City Council within a reasonable time frame and evaluate whether there is any risk of holding any of the securities to maturity.” In the prior quarter the market value fell below 95 percent; it was 93.5 percent as of the end of the fourth quarter of fiscal year 2022 (CMR 13998) and declined an additional 3.8 percentage points this first quarter. Interest rates are expected to further increase, the market value will likely decline further. To minimize risk of loss for investment principal due to lower market values, the City’s investment practice is to buy and hold investments to maturity. 13 Packet Pg. 190 City of Palo Alto Page 4 Investments Made During the First Quarter During the first quarter, $29.2 million of securities with an average yield of 2.5 percent matured. During the same period, per the following Table 2, securities totaling $8.7 million with an average yield of 4.3 percent were purchased. As expected, as interest rates rose on new investments, the City’s portfolio’s average yield effectively plateaued in this and the prior few quarters and the portfolio’s average yield have begun to gradually rise. In the prior two fiscal years or during the height of the COVID-19 economic closures, the portfolio’s interest rate had steadily declined. The City’s short-term money market and pool account decreased by $27.8 million compared to the fourth quarter of Fiscal Year 2022. Staff continually monitors the City’s short-term cash flow needs and adjusts liquid funds to meet them. Availability of Funds for the Next Six Months Normally, the flow of revenues from the City’s utility billings and General Fund sources is enough to provide funds for ongoing expenditures in those respective funds. Projections indicate that for the City’s cashflow, an overall growth in the portfolio of $25.2 million is expected over the coming six months due to routine business activities. This reflects expected receipts of $328.0 million and expenditures of $302.8 million over the next six months. As of September 30, 2022, the City had $18.8 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 $44.6 million will mature between October 1, 2022 and March 31, 2023. Based on the above, staff expect 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 first quarter, staff complied with all aspects of the Investment Policy; an exception regarding the percent limit of callable agency securities is discussed below. Attachment C lists 13 Packet Pg. 191 City of Palo Alto Page 5 the major restrictions in the City’s Investment Policy compared with the portfolio’s actual performance. The City’s Investment Policy limits callable agency securities to no more than 25 percent of the par value of the City’s investment portfolio. As of September 30th, the City’s holding in callable agency security is 26.5 percent of the par value of the portfolio which is 1.5 percent over the Policy limit of 25 percent. Per the City’s Investment Policy, “Where the Investment Policy specifies a percentage limitation for a particular category of investment, that percentage is applicable only at the date of purchase. A later increase or decrease in a percentage resulting from a change in the portfolio’s assets or values shall not constitute a violation of that restriction. As soon as possible, percentage limitations will be restored as investments mature in each category.” The large UAL pension payment reduced the portfolio’s par value resulting in the agency callable securities exceeding the policy limit which (again) is not a policy violation. Staff will not purchase additional agency callable securities until the percentage limit is in compliance with the policy. Staff is monitoring the percentage of callable agency securities to ensure that the percentage limitations will be restored as investments mature in each category. Investment Yields Interest income on an accrual basis for the first quarter was $2.2 million; $0.1 million lower than the prior quarter due to decline in the portfolio. As of September 30, 2022, the yield to maturity of the City’s portfolio was 1.66 percent; in the prior quarter it was 1.62 percent. In the first quarter, LAIF’s average yield was 1.29 percent while the average yield on the two-year and five-year Treasury bonds was approximately 3.38 percent and 3.23 percent, respectively. In comparison, in the prior quarter LAIF had 0.69 percent yield and the two-year and five-year Treasury bonds yields were significantly lower at 2.72 percent and 2.95 percent. Historically, the City’s portfolio yield has outperformed the two-year and five-year Treasury bond rates and did so again starting over two years ago; this is an expected occurrence during economic downturns. However, during economic recovery periods, interest rates rise and the City’s portfolio yield is expected to be lower, which is the current financial environment. As the City’s laddered portfolio investments mature in the next year or two, funds will continue to be reinvested and trends will follow the economic patterns. Graph 2 shows the City’s yields and interest earnings for the past 21+ years. 13 Packet Pg. 192 City of Palo Alto Page 6 5.88% 5.00% 4.17% 4.54% City of Palo Alto 2.71% 1.80%1.93%1.66% 1.41% 0.81%0.25% 2 Yr. Treasury 3.38% 4.43%4.39% 4.98% 1.10% 5-Yr. Treasury 2.88% 2.47% 0.27% 3.23% 1.44% 5.25% 0.23% LAIF 1.29% $0.0 $0.5 $1.0 $1.5 $2.0 $2.5 $3.0 $3.5 $4.0 $4.5 $5.0 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0% Int. Earnings (Millions)Yields Fiscal Year Quarters Graph 2: Yields and Interest Earnings City’s portfolio duration is 4.02 years. Yield Trends The Federal Open Market Committee (FOMC), since March 2020, has raised the federal funds rate five times totaling 3 percent with the first occurring on March 16, 2022. Prior to this the rate was near zero. In order to mitigate the persistent elevated inflation rate from the peak of 9.1 percent in June to a low 8 percent now with a 2 percent target, the expectation is FOMC will continue to do multiple federal funds rate interest rate increases during the remaining two meetings in 2022 and during meetings in 2023 with the outlook the rate could reach mid 4 percent. This is due to the inflation rate failing to come down as quickly as the FOMC had hoped. Consistent with the prior two quarters, job growth remains “robust” and unemployment rate remains low, however, FOMC’s high inflation rate concern also remains. In addition, FOMC states, regarding Russia’s war against Ukraine, “The war and related events are creating additional upward pressure on inflation and are weighing on global economic activity.” The following tables show the U.S. inflation and unemployment rates and the U.S. Gross Domestic Product (GDP) recent trends. 13 Packet Pg. 193 City of Palo Alto Page 7 Graph 3: U.S. Inflation Rate Graph 4: U.S. Unemployment Rate 13 Packet Pg. 194 City of Palo Alto Page 8 Graph 5: U.S. Gross Domestic Product (GDP) 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 subject to the requirements of the underlying debt indenture. The trustees for the bond funds are U.S. Bank and California Asset Management Program (CAMP). Bond funds with U.S. Bank are invested in federal agency and money market mutual funds that consist exclusively of U.S. Treasury securities. Bond funds in CAMP are invested in banker’s acceptance notes, certificates of deposit, commercial paper, federal agency securities, and repurchase agreements. The most recent data on funds held by the fiscal agent is as of September 30, 2022. 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 to present the full picture of the City’s investments. 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 September 30, 2022, principal investment contributions of $41.3 million made over time since May 2017, has slightly declined to $40.3 million or by $1 million and the net return 13 Packet Pg. 195 City of Palo Alto Page 9 for one and five years has been -13.4 percent and 1.8 percent respectively. Calendar year 2022 has realized earnings loss of $6.3 million which wiped out the prior years’ earning of $5.7 million for a net loss of $0.6 million with the portfolio difference decline ($0.4 million) being the total administrative expenses. Fiscal Impact This is an information report. Environmental Review This information report is not a project under the California Environmental Quality Act; therefore, an environmental review is not required. Attachments: • Attachment13.a: Attachment A Consolidated Report of Cash Management • Attachment13.b: Attachment B Investment Portfolio • Attachment13.c: Attachment C Investment Policy Compliance 13 Packet Pg. 196 Book Value Market Value City Investment Portfolio (see Attachment B)540,772,792$ 485,206,551$ Other Funds Held by the City Cash with Wells Fargo Bank 550,525 550,525 (includes general and imprest accounts) Cash with US Bank 1,337,474 1,337,474 (includes general and imprest accounts) Petty/Working Cash 11,927 11,927 Total - Other Funds Held By City 1,899,926 1,899,926 Funds Under Management of Third Party Trustees * Debt Service Proceeds US Bank Trust Services ** 1999 Utility Revenue Bonds Debt Service Fund 83 83 2009 Water Revenue Bonds (Build America Bonds) Debt Service and Reserve Funds 2,557,845 2,557,845 2010 & 2013 General Obligation (Library) Bond Debt Service and Escrow Funds 5,354,217 5,354,217 2011 Utility Revenue Refunding Bonds Debt Service and Reserve Funds 791,158 791,158 2012 University Ave. Parking Refunding Bonds Reserve and Escrow Funds 1 1 2018 Capital Improvement (Golf Course & 2002B COP Refinance) (Taxable- Green Bond) Certificates of Participation Debt Service and Cost of Issuance Funds 1 1 2019 California Avenue Parking Garage Certificates of Participation (Tax-Exempt and Taxable Bonds) Construction and Cost of Issuance Funds 2 2 2021 Public Safety Building Certificates of Participation Construction Debt Svc, Capitalized Interest, and Cost of Issuanc 41,233,854 41,233,854 2022A & B General Obligation (Library) Bond Cost of Issuance Funds 4,344 4,344 California Asset Management Program (CAMP) *** 2012 University Ave. Parking Refunding Bonds Reserve Fund 2,727,306 2,727,306 2013 General Obligation (Library) Bond Reserve Fund 252,453 252,453 Public Agencies Post-Employment Benefits Trust **** Public Agency Retirement Services (PARS) 40,334,020 40,334,020 Total Under Trustee Management 93,255,284 93,255,284 GRAND TOTAL 635,928,002$ 580,361,761$ * These funds are subject to the requirements of the underlying debt indenture. ** U.S. Bank investments are in money market mutual funds that exclusively invest in U.S. Treasury securities. *** CAMP investments are in money market mutual fund which invest in bankers acceptance, certificate of deposit, commercial paper, federal agency securities, and repurchase agreements. **** PARS investments are in moderately conservative index plus funds Attachment A First Quarter, Fiscal Year 2022-23 (Unaudited) Consolidated Report of Cash Management City of Palo Alto Cash and Investments 13.a Packet Pg. 197 City of Palo Alto City of Palo AltoAdministration Svcs. Dept. 250 Hamilton Ave., 4th Floor Palo Alto, CA 94301 (650)329-2362 September 30, 2022 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 1,733,466.27SYS158 12.11007/01/2020 1,733,466.27 2.081 2.1101,733,466.27 Local Agency Investment Fund159 17,021,947.20SYS159 11.63007/01/2020 16,802,796.68 1.607 1.63017,021,947.20 Subtotal and Average 18,755,413.47 18,755,413.47 18,536,262.95 1.651 1.674 1 Negotiable Certificates of Deposits Alpine Bank1525 NCD 245,000.0002082CBG4 08/16/2023 3192.40002/16/2016 241,528.35 2.367 2.400245,000.00 Aneca Federal Credit Union2298 NCD 249,000.00034577AN6 03/20/2025 9011.10003/20/2020 230,212.95 1.085 1.100249,000.00 American State Bank OSCE1805 NCD 245,000.00029733BX9 05/30/2024 6072.30005/30/2017 237,314.35 2.270 2.301245,000.00 Banner Capital Bank2453 NCD 249,000.0006654HAA6 11/28/2025 1,1540.45011/27/2020 220,365.00 0.493 0.500248,606.81 Bank of Wisconsin Dells2455 NCD 249,000.00065847EH4 07/28/2025 1,0311.05011/23/2020 227,229.93 0.542 0.549252,471.04 Beal Bank - Plano, TX2668 NCD 249,000.0007371AYT4 02/24/2027 1,6072.05003/02/2022 225,905.25 2.053 2.081248,670.21 Texas Exchange Bank2346 NCD 249,000.0088241THJ2 06/13/2025 9861.00006/02/2020 227,854.92 0.986 1.000249,000.00 Century Next Bank2074 NCD 245,000.00156634AY3 08/30/2024 6991.70008/30/2019 233,340.45 1.678 1.701245,000.00 BankUnited NA2474 NCD 249,000.00066519QC6 01/22/2026 1,2090.55001/22/2021 219,971.58 0.592 0.600248,587.84 BMO Harris Bank2480 NCD 249,000.0005600XBX7 10/27/2028 2,2181.00001/27/2021 203,470.35 1.019 1.034248,512.12 BMW Bank of North America2448 NCD 249,000.0005580AXU3 11/20/2025 1,1460.50011/20/2020 221,129.43 0.493 0.500249,000.00 Beal Bank USA - Las Vegas, NV2669 NCD 249,000.0007371CH69 02/24/2027 1,6072.05003/02/2022 225,905.25 2.053 2.081248,670.21 Balboa Thrift & Loan1984 NCD 245,000.0005765LAW7 11/30/2022 603.25011/30/2018 245,063.70 3.207 3.252245,000.00 Citigroup1950 NCD 245,000.0017312QJ67 04/22/2023 2033.00004/24/2018 243,760.30245,000.00 Encore Bank2343 NCD 249,000.0029260MBH7 05/21/2027 1,6931.15005/21/2020 215,026.44 1.134 1.150249,000.00 First Carolina Bank2389 NCD 248,000.0031944MBB0 08/20/2025 1,0540.45008/20/2020 221,823.60 0.444 0.450248,000.00 Celtic Bank2063 NCD 245,000.0015118RRH2 08/30/2024 6991.85008/30/2019 234,016.65 1.826 1.852245,000.00 Central State Bank IOWA2324 NCD 249,000.0015523RCP9 03/27/2025 9081.00003/27/2020 229,480.89 1.189 1.206247,761.82 Choice Bank - Oshkosh WI1884 NCD 245,000.0017037VBT8 12/29/2022 892.35012/29/2017 244,426.70 2.317 2.350245,000.00 Cinfed Fed Credtit Union Bank2504 NCD 249,000.0017248MAC1 03/04/2027 1,6150.65003/04/2021 211,615.14 0.691 0.701248,449.38 Citadel Federal Credit Union2267 NCD 245,000.0017286TAG0 02/27/2025 8801.65002/27/2020 230,059.90 1.668 1.691244,763.98 Citizens State Bank1541 NCD 250,000.0017670BAQ1 02/17/2023 1391.75002/19/2016 248,210.00 1.727 1.751250,000.00 Commercial Savings Bank1868 NCD 245,000.00202291AD2 10/18/2022 172.10010/18/2017 244,897.10 2.071 2.100245,000.00 Enerbank USA2215 NCD 245,000.0029278TMR8 01/29/2025 8511.80001/29/2020 231,338.80 1.779 1.803245,000.00 Connexus Credit Union2643 NCD 249,000.0020825WAR1 12/23/2026 1,5441.25012/23/2021 219,025.38 1.273 1.291248,578.91 Capital One Bank USA NA2089 NCD 245,000.0014042TCP0 09/05/2024 7051.90009/05/2019 234,244.50 1.873 1.900245,000.00 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 Attachment B13.b Packet Pg. 198 September 30, 2022 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 Capital One Bank USA NA2609 NCD 249,000.0014042RQB0 11/17/2026 1,5081.10011/17/2021 218,584.65 1.084 1.100249,000.00 County Schools FCU2695 NCD 249,000.0022258JAB7 09/27/2027 1,8224.40009/30/2022 248,586.66 4.341 4.402249,000.00 Crescent Bank & Trust2296 NCD 248,000.00225645DN7 03/20/2025 9011.10003/20/2020 229,288.40 1.085 1.100248,000.00 Country Club Bank2477 NCD 249,000.00222327AD0 01/29/2030 2,6771.10001/29/2021 196,660.20 1.154 1.170247,783.26 Decorah Bank Trust Company2690 NCD 249,000.00243594AR9 09/23/2027 1,8183.70009/23/2022 241,410.48 3.651 3.701249,000.00 Delta Natl Bank & TR2670 NCD 249,000.0024773RCR4 02/25/2027 1,6082.00003/09/2022 225,397.29 1.975 2.003249,000.00 Discover Bank / Delaware1956 NCD 245,000.00254673VJ2 10/24/2023 3883.35010/24/2018 242,944.45 3.304 3.350245,000.00 Eaglemark Savings Bank2545 NCD 249,000.0027004PBV4 07/07/2026 1,3750.85007/07/2021 218,955.66 0.919 0.932248,250.00 Eagle Bank2040 NCD 245,000.0027002YEL6 04/28/2023 2092.65004/30/2019 243,231.10 2.615 2.651245,000.00 Farmers & Merchant State Bank2486 NCD 249,000.00308682BM4 02/12/2029 2,3261.00002/12/2021 201,249.27 1.037 1.052248,207.15 Flagstar Bank FSB2414 NCD 249,000.0033847E4E4 09/30/2024 7300.40009/30/2020 230,554.08 0.394 0.400249,000.00 Poppy Bank2285 NCD 249,000.0073319FAF6 03/18/2025 8991.10003/18/2020 230,255.28 1.085 1.100249,000.00 First Federal S&L Bank1626 NCD 245,000.0032018YAW8 06/22/2023 2641.80006/22/2016 241,437.70 1.776 1.800245,000.00 1st Financial Bank2390 NCD 248,000.0032022RNT0 08/19/2025 1,0530.45008/19/2020 221,848.40 0.444 0.450248,000.00 First Farmers Bank & Trust2076 NCD 245,000.00320165JK0 09/04/2024 7041.75009/04/2019 233,509.50 1.727 1.751245,000.00 Farmers Insurance Group CU2479 NCD 249,000.0030960QAK3 01/27/2026 1,2140.50001/27/2021 219,373.98 0.543 0.550248,586.14 First Oklahoma Bank2451 NCD 249,000.00335857CK2 11/30/2026 1,5210.65011/30/2020 213,818.79 0.691 0.701248,481.43 Farmers &Merchants Bank2644 NCD 249,000.00307811DM8 01/22/2030 2,6701.60001/14/2022 204,575.91 1.630 1.653248,092.38 First National Bank of America2465 NCD 249,000.0032110YRQ0 12/31/2026 1,5520.60012/31/2020 212,586.24 0.625 0.633248,647.24 FNB Bank Inc.1863 NCD 245,000.00330459CB2 10/13/2023 3772.25010/13/2017 240,273.95 2.220 2.251245,000.00 First Northeast Bank1779 NCD 245,000.0033583FAA0 10/19/2022 182.10004/19/2017 244,892.20 2.072 2.101245,000.00 First Community Credit Union2554 NCD 249,000.0031986JAD3 02/26/2027 1,6090.85007/28/2021 213,771.48 0.892 0.905248,410.53 Firstier Bank2061 NCD 245,000.0033766LAJ7 08/23/2024 6921.95008/23/2019 234,597.30 1.925 1.952245,000.00 First Kentucky Bank1856 NCD 245,000.0032065TAW1 10/06/2022 52.10010/06/2017 244,965.70 2.072 2.101245,000.00 Gesa Credit Union2456 NCD 249,000.0037424PAC8 11/30/2027 1,8860.80011/30/2020 207,232.74 0.825 0.836248,540.67 Grant County Bank West V.2042 NCD 245,000.00387625AA4 05/08/2024 5852.55005/08/2019 238,581.00 2.513 2.548245,000.00 Goldman Sachs Bank USA / NY1951 NCD 245,000.0038148PJ81 05/09/2023 2203.15005/09/2018 243,873.00 3.106 3.150245,000.00 Haddon Savings Bank2447 NCD 207,000.00404730DA8 10/20/2025 1,1150.35011/16/2020 183,546.90 0.491 0.498205,845.33 Bank Hapoalim BM2457 NCD 249,000.0006251A2Q2 12/15/2025 1,1710.50012/14/2020 220,556.73 0.543 0.550248,601.01 Inst. for Sav in Newburyport2556 NCD 249,000.0045780PAQ8 07/29/2026 1,3970.90007/29/2021 218,739.03 0.888 0.900249,000.00 Jonesboro State Bank2452 NCD 249,000.0048040PJL0 11/26/2027 1,8820.75011/27/2020 206,734.74 0.790 0.801248,358.06 Kansas State Bank Manhattan1798 NCD 245,000.0050116CAX7 05/31/2024 6082.50005/31/2017 238,103.25 2.465 2.500245,000.00 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 199 September 30, 2022 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 Knox TVA Empl Credit Union2140 NCD 248,000.00499724AF9 10/31/2023 3953.35010/24/2019 245,862.24 2.210 2.241250,842.71 Lakeside Bank1686 NCD 245,000.0051210SLR6 09/18/2023 3521.80009/16/2016 239,639.40 1.775 1.800245,000.00 Legacy Bank & Trust Company2469 NCD 249,000.0052470QAN4 12/21/2028 2,2730.85012/30/2020 200,225.88 0.889 0.901248,222.83 Live Oak Banking Company2599 NCD 249,000.00538036SS4 10/18/2027 1,8431.10010/18/2021 211,463.25 1.135 1.151248,371.65 Bank Leumi USA NY2335 NCD 249,000.00063248KR8 03/31/2023 1811.45003/31/2020 245,974.65249,000.00 Malaga Bank FSB2402 NCD 249,000.0056102AAQ9 06/30/2025 1,0030.40008/31/2020 223,604.49 0.394 0.400249,000.00 Meritrust Federal Credit Union2672 NCD 249,000.0059001PAP4 03/10/2026 1,2560.55003/07/2022 221,490.48 1.904 1.930237,624.58 Medallion Bank - Salt Lake2010 NCD 245,000.0058404DDB4 01/03/2024 4593.30001/10/2019 242,334.40 3.254 3.299245,000.00 Merchants State Bank2059 NCD 245,000.00589227AG2 08/30/2024 6991.80008/30/2019 233,854.95 1.775 1.800245,000.00 Merrick Bank2610 NCD 249,000.0059013KPS9 05/19/2026 1,3261.10011/19/2021 221,829.12 1.152 1.168248,396.76 Minwest Bank MV2478 NCD 249,000.0060425SJQ3 01/29/2029 2,3121.00001/28/2021 201,460.92 1.024 1.039248,409.15 Maine Savings Credit Union2144 NCD 245,000.00560507AN5 11/08/2024 7691.90011/08/2019 233,156.70 1.875 1.902245,000.00 Mainstreet Bank2038 NCD 245,000.0056065GAG3 04/26/2024 5732.60004/26/2019 238,914.20 2.567 2.602245,000.00 Mountain America FD Credit Uni2202 NCD 249,000.0062384RAC0 11/08/2022 382.30001/08/2020 248,825.70 1.928 1.955249,086.85 Morgan Stanley Bank NA1890 NCD 245,000.0061747MF63 01/11/2023 1022.65001/11/2018 244,475.70 2.613 2.650245,000.00 Municipal Trust and Savings1800 NCD 245,000.00625925AP7 05/02/2024 5792.35005/22/2017 237,904.80 2.317 2.349245,000.00 Numerica Credit Union1991 NCD 245,000.0067054NAN3 11/28/2023 4233.55011/28/2018 243,270.30 3.503 3.551245,000.00 Ottawa Savings Bank1892 NCD 245,000.0068956HAC7 01/19/2023 1102.40001/19/2018 244,233.15 2.368 2.401245,000.00 Pacific Western Bank2420 NCD 249,000.0069506YSA8 09/30/2025 1,0950.45009/30/2020 221,938.68 0.443 0.450249,000.00 Pathfinder Bank2429 NCD 249,000.0070320KAR2 10/14/2025 1,1090.50010/13/2020 221,761.89 0.533 0.540248,697.71 People's Bank2468 NCD 249,000.00710665GD6 12/31/2029 2,6480.90012/30/2020 193,966.02 0.967 0.981247,596.27 Ponce De Leon Federal Bank2686 NCD 249,000.00732329BD8 09/15/2027 1,8103.50009/15/2022 238,671.48 3.453 3.501249,000.00 Pentagon Fed Cred Union2565 NCD 249,000.0070962LAE2 09/01/2026 1,4310.85009/01/2021 217,648.41 0.889 0.901248,512.16 Preferred Bank LA California2047 NCD 245,000.00740367HP5 08/16/2024 6852.00008/16/2019 234,930.50 1.972 2.000245,000.00 Parkside Financial Bank1833 NCD 245,000.0070147ACE2 03/15/2023 1652.10007/19/2017 243,125.75 2.072 2.101245,000.00 Pony Express Bank2488 NCD 249,000.00732770BJ0 02/25/2030 2,7041.00002/24/2021 195,141.30 1.055 1.070247,771.36 Rayond James Bank NA2188 NCD 245,000.0075472RAU5 12/30/2024 8211.85012/30/2019 232,113.00 1.824 1.850245,000.00 Sallie Mae Bank2102 NCD 245,000.007954504D4 09/18/2024 7181.90009/18/2019 234,028.90 1.873 1.900245,000.00 State Bank of India2403 NCD 249,000.00856285UJ8 09/04/2025 1,0690.50009/04/2020 222,909.78 0.493 0.500249,000.00 Stifel Bank & Trust1953 NCD 245,000.0086063QAK1 05/15/2023 2262.95005/15/2018 243,539.80 2.911 2.951245,000.00 San Francisco Credit Union2297 NCD 249,000.0079772FAF3 03/27/2025 9081.10003/27/2020 230,068.53 1.085 1.100249,000.00 Sunwest Bank2491 NCD 249,000.0086804DCQ9 02/17/2028 1,9650.80002/17/2021 205,686.45 0.861 0.873248,042.87 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 200 September 30, 2022 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 Somerset Trust Company Bank1616 NCD 245,000.00835104BL3 06/12/2023 2541.80006/10/2016 241,577.35 1.776 1.800245,000.00 Slovak Savings Bank1872 NCD 245,000.0083158TAA0 10/20/2022 192.10010/20/2017 244,889.75 2.072 2.101245,000.00 Southwest Financial Fed. Credi2333 NCD 249,000.0084485EAG2 03/28/2024 5441.15003/31/2020 237,934.44 1.134 1.150249,000.00 Synchrony Bank2563 NCD 249,000.0087165FZN7 08/20/2026 1,4190.90008/20/2021 218,504.97 0.887 0.900249,000.00 Texas Bank Henderson2464 NCD 249,000.00882214AA7 12/23/2025 1,1790.45012/23/2020 219,593.10 0.483 0.490248,678.45 Third Federal Savings and Loan2157 NCD 245,000.0088413QCK2 11/25/2024 7861.95011/25/2019 233,225.30 1.923 1.950245,000.00 Crossfirst Bank of Leawood1804 NCD 245,000.0022766ABF1 06/09/2023 2512.15006/09/2017 242,037.95 2.121 2.151245,000.00 Toyota Financial Savings Bank2551 NCD 249,000.0089235MLC3 07/15/2026 1,3830.95007/15/2021 219,655.35 0.936 0.950249,000.00 Uinta Bank1639 NCD 245,000.00903572BC8 12/26/2023 4511.70006/24/2016 238,419.30 1.676 1.700245,000.00 Greenstate Credit Union2552 NCD 249,000.0039573LBM9 07/21/2026 1,3890.95007/21/2021 219,336.63 0.937 0.950249,000.00 USAlliance Federal Credit Unio2325 NCD 249,000.0090352RAU9 03/31/2025 9121.15003/31/2020 230,574.00 1.155 1.171248,875.64 USF Federal Credit Union2546 NCD 249,000.0090353EAR4 07/15/2031 3,2091.75007/15/2021 197,347.44 1.801 1.826247,468.43 Vystar Credit Union2136 NCD 245,000.0092891CCE0 12/11/2023 4363.65010/18/2019 243,488.35 2.170 2.200249,054.22 Washington Federal2049 NCD 245,000.00938828BJ8 08/23/2024 6922.05008/23/2019 235,040.75 2.024 2.052245,000.00 Western State Bank2342 NCD 248,000.0095960NKE6 11/13/2025 1,1391.05005/13/2020 224,343.28 1.035 1.050248,000.00 Wyoming Bank & Trust2446 NCD 249,000.0098321PAJ9 11/28/2025 1,1540.50011/27/2020 220,738.50 0.515 0.522248,764.08 Subtotal and Average 26,153,291.24 26,176,000.00 24,158,110.25 1.541 1.562 1,021 Corporate Medium Term Bonds Apple, Inc.2053 MTN 1,500,000.00037833CU2 05/11/2024 5882.85008/06/2019 1,463,025.00 1.998 2.0251,518,262.39 Apple, Inc.2082 MTN 550,000.00037833AK6 05/03/2023 2142.40008/29/2019 543,988.50 1.726 1.750552,029.05 Apple, Inc.2401 MTN 1,500,000.00037833DF4 01/13/2025 8352.75008/28/2020 1,441,860.00 0.620 0.6281,571,550.01 Apple, Inc.2489 MTN 700,000.00037833EB2 02/08/2026 1,2260.70002/08/2021 615,706.00 0.684 0.694700,134.99 Apple, Inc.2667 MTN 750,000.00037833CJ7 02/09/2027 1,5923.35002/23/2022 716,107.50 2.115 2.145785,382.25 Alphabet (Google) Inc.2507 MTN 200,000.0002079KAH0 08/15/2025 1,0490.45003/01/2021 179,322.00 0.668 0.678198,711.96 Alphabet (Google) Inc.2675 MTN 1,000,000.0002079KAC1 08/15/2026 1,4141.99803/14/2022 912,620.00 2.197 2.228991,553.64 Alphabet (Google) Inc.2689 MTN 1,000,000.0002079KAJ6 08/15/2027 1,7790.80009/14/2022 843,470.00 3.442 3.489880,519.62 Johnson & Johnson2466 MTN 2,000,000.00478160CN2 09/01/2025 1,0660.55012/23/2020 1,785,780.00 0.479 0.4862,003,678.30 Johnson & Johnson2508 MTN 2,000,000.00478160BY9 03/01/2026 1,2472.45003/01/2021 1,867,060.00 0.812 0.8232,103,341.73 Johnson & Johnson2509 MTN 1,000,000.00478160BY9 03/01/2026 1,2472.45003/01/2021 933,530.00 0.812 0.8241,051,657.62 Microsoft Corporation2212 MTN 1,800,000.00594918BX1 02/06/2024 4932.87501/22/2020 1,763,478.00 1.727 1.7511,825,157.29 Microsoft Corporation2450 MTN 2,920,000.00594918BJ2 11/03/2025 1,1293.12511/18/2020 2,804,046.80 0.572 0.5803,134,723.03 Microsoft Corporation2506 MTN 180,000.00594918BJ2 11/03/2025 1,1293.12503/01/2021 172,852.20 0.753 0.763192,196.13 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 201 September 30, 2022 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 Corporate Medium Term Bonds Stanford University2182 MTN 1,000,000.00525555AB4 02/01/2024 4886.87512/12/2019 1,031,080.00 1.934 1.9601,062,628.88 Stanford University2648 MTN 1,500,000.0085440KAC8 06/01/2027 1,7041.28901/07/2022 1,291,845.00 1.479 1.5001,485,858.20 Stanford University2658 MTN 500,000.0085440KAC8 06/01/2027 1,7041.28902/01/2022 430,615.00 1.849 1.875487,042.83 Yale University2376 MTN 2,000,000.0098459LAA1 04/15/2025 9270.87307/01/2020 1,831,680.00 0.616 0.6252,012,151.32 Yale University2511 MTN 3,000,000.0098459LAA1 04/15/2025 9270.87303/01/2021 2,747,520.00 0.638 0.6463,016,629.38 Subtotal and Average 25,573,208.62 25,100,000.00 23,375,586.00 1.149 1.165 1,050 Federal Agency Bonds Federal Agricultural Mortgage1134 750,000.0031315PB32 11/21/2022 512.00012/19/2012 748,830.00 2.081 2.110749,897.01 Federal Agricultural Mortgage1137 1,500,000.0031315PUE7 12/27/2022 872.18001/04/2013 1,496,685.00 2.165 2.1961,499,948.62 Federal Agricultural Mortgage1141 1,500,000.0031315PUE7 12/27/2022 872.18001/08/2013 1,496,685.00 2.195 2.2251,499,854.07 Federal Agricultural Mortgage1144 1,500,000.0031315PUE7 12/27/2022 872.18001/23/2013 1,496,685.00 2.111 2.1411,500,124.89 Federal Agricultural Mortgage1147 2,595,000.0031315PUE7 12/27/2022 872.18001/28/2013 2,589,265.05 2.199 2.2292,594,722.99 Federal Agricultural Mortgage1428 404,000.0031315PL23 03/27/2024 5433.33001/09/2015 398,586.40 2.540 2.575408,013.70 Federal Agricultural Mortgage1433 1,604,000.0031315PD89 06/12/2023 2542.61001/22/2015 1,587,270.28 2.269 2.3011,607,124.58 Federal Agricultural Mortgage1447 1,450,000.0031315PD89 06/12/2023 2542.61002/09/2015 1,434,876.50 2.377 2.4101,451,819.14 Federal Agricultural Mortgage1576 1,000,000.0031315PZS1 01/24/2023 1152.13004/06/2016 996,030.00 1.839 1.8641,000,777.29 Federal Agricultural Mortgage1580 474,000.0031315PEM7 08/04/2025 1,0384.35004/08/2016 474,606.72 2.296 2.328498,350.58 Federal Agricultural Mortgage1595 1,500,000.0031315P2J7 05/01/2024 5783.30004/21/2016 1,477,800.00 2.084 2.1121,525,803.84 Federal Agricultural Mortgage1604 1,500,000.0031315P2J7 05/01/2024 5783.30004/26/2016 1,477,800.00 2.159 2.1891,524,058.54 Federal Agricultural Mortgage1617 500,000.0031315PUE7 12/27/2022 872.18005/26/2016 498,895.00 1.844 1.870500,346.03 Federal Agricultural Mortgage1710 1,500,000.0031315PRA9 02/03/2026 1,2214.81010/18/2016 1,524,240.00 2.131 2.1601,619,607.09 Federal Agricultural Mortgage1867 1,000,000.003132X0WL1 08/23/2024 6922.25010/06/2017 963,360.00 2.332 2.365997,995.58 Federal Agricultural Mortgage1877 1,500,000.003132X0ZZ7 12/12/2022 722.26012/12/2017 1,496,280.00 2.229 2.2601,500,000.00 Federal Agricultural Mortgage1893 1,000,000.003130H0AU7 08/01/2024 6702.62501/09/2018 970,980.00 2.546 2.5811,000,723.71 Federal Agricultural Mortgage1901 1,500,000.003130H0AU7 08/01/2024 6702.62501/11/2018 1,456,470.00 2.623 2.6601,499,118.48 Federal Agricultural Mortgage1912 2,000,000.003132X0G39 01/30/2023 1212.50001/30/2018 1,992,560.00 2.472 2.5071,999,955.04 Federal Agricultural Mortgage1915 1,500,000.003132X0G39 01/30/2023 1212.50001/30/2018 1,494,420.00 2.481 2.5151,499,926.42 Federal Agricultural Mortgage1921 2,000,000.003132X0G39 01/30/2023 1212.50001/31/2018 1,992,560.00 2.556 2.5921,999,432.24 Federal Agricultural Mortgage1924 1,100,000.0031315PZS1 01/24/2023 1152.13002/08/2018 1,095,633.00 2.578 2.6141,098,441.03 Federal Agricultural Mortgage1928 1,500,000.003132X0H87 02/22/2023 1442.60002/22/2018 1,493,490.00 2.564 2.6001,500,000.00 Federal Agricultural Mortgage1936 1,500,000.003132X0L33 02/21/2023 1432.77002/23/2018 1,494,525.00 2.732 2.7701,500,000.00 Federal Agricultural Mortgage1999 549,000.0031315P4B2 01/30/2024 4863.46012/14/2018 543,361.77 3.018 3.060551,681.71 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 202 September 30, 2022 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 Federal Agency Bonds Federal Agricultural Mortgage2034 1,000,000.0031422BEJ5 04/09/2024 5562.35004/09/2019 972,000.00 2.365 2.398999,308.91 Federal Agricultural Mortgage2035 678,000.0031315PCY3 11/20/2024 7815.25004/08/2019 690,841.32 2.420 2.454715,602.94 Federal Agricultural Mortgage2098 550,000.0031315PEM7 08/04/2025 1,0384.35009/09/2019 550,704.00 1.659 1.683589,517.62 Federal Agricultural Mortgage2301 1,569,000.0031315PB99 11/19/2027 1,8752.85003/11/2020 1,470,498.18 1.050 1.0641,706,692.25 Federal Agricultural Mortgage2340 Call 2,000,000.0031422BZS2 05/13/2030 2,7811.50005/13/2020 1,625,140.00 1.479 1.5002,000,000.00 Federal Agricultural Mortgage2366 Call 1,750,000.0031422BF54 06/24/2030 2,8231.40006/24/2020 1,406,685.00 1.380 1.4001,750,000.00 Federal Agricultural Mortgage2367 Call 2,000,000.0031422BF54 06/24/2030 2,8231.40006/24/2020 1,607,640.00 1.380 1.4002,000,000.00 Federal Agricultural Mortgage2381 Call 1,500,000.0031422BH78 07/08/2030 2,8371.40007/08/2020 1,204,395.00 1.380 1.4001,500,000.00 Federal Agricultural Mortgage2425 Call 2,000,000.0031422BX54 09/27/2030 2,9181.30010/08/2020 1,582,660.00 1.286 1.3042,000,000.00 Federal Agricultural Mortgage2435 Call 2,000,000.0031422BZ45 10/21/2030 2,9421.28010/21/2020 1,577,040.00 1.262 1.2802,000,000.00 Federal Agricultural Mortgage2439 Call 2,000,000.0031422B2E9 10/29/2030 2,9501.34010/29/2020 1,583,660.00 1.321 1.3402,000,000.00 Federal Agricultural Mortgage2449 1,500,000.0031422B3D0 11/20/2030 2,9721.15011/20/2020 1,172,475.00 1.134 1.1501,500,000.00 Federal Agricultural Mortgage2458 Call 1,500,000.0031422B4A5 12/11/2030 2,9931.30012/11/2020 1,179,570.00 1.282 1.3001,500,000.00 Federal Agricultural Mortgage2459 Call 2,000,000.0031422B3W8 12/16/2030 2,9981.45012/16/2020 1,591,360.00 1.430 1.4502,000,000.00 Federal Agricultural Mortgage2461 1,000,000.0031422B3D0 11/20/2030 2,9721.15012/09/2020 781,650.00 1.144 1.160999,182.07 Federal Agricultural Mortgage2471 1,500,000.0031422B6K1 01/15/2026 1,2020.48001/15/2021 1,327,020.00 0.493 0.5001,499,013.33 Federal Agricultural Mortgage2473 Call 1,500,000.0031422B6A3 01/15/2031 3,0281.29001/15/2021 1,175,025.00 1.319 1.3381,494,405.00 Federal Agricultural Mortgage2484 Call 1,000,000.0031422B7E4 01/28/2031 3,0411.32001/28/2021 784,460.00 1.301 1.3201,000,000.00 Federal Agricultural Mortgage2496 Call 1,500,000.0031422XAW2 02/25/2031 3,0691.53002/25/2021 1,194,540.00 1.509 1.5301,500,000.00 Federal Agricultural Mortgage2513 1,000,000.0031422XCB6 03/04/2031 3,0761.47003/04/2021 796,220.00 1.581 1.602989,687.80 Federal Agricultural Mortgage2519 1,500,000.0031422XDX7 03/27/2026 1,2730.83003/29/2021 1,333,875.00 0.828 0.8401,499,476.08 Federal Agricultural Mortgage2524 1,500,000.0031422XDX7 03/27/2026 1,2730.83003/31/2021 1,333,875.00 0.913 0.9261,495,069.71 Federal Agricultural Mortgage2527 Call 1,500,000.0031422XEE8 04/07/2031 3,1102.07004/07/2021 1,243,335.00 2.074 2.1031,496,392.50 Federal Agricultural Mortgage2529 2,000,000.0031422XEL2 04/13/2028 2,0211.37504/15/2021 1,721,140.00 1.311 1.3302,004,730.80 Federal Agricultural Mortgage2530 1,500,000.0031422XFJ6 04/29/2031 3,1321.66004/29/2021 1,205,700.00 1.627 1.6501,501,158.00 Federal Agricultural Mortgage2533 1,500,000.0031422XDX7 03/27/2026 1,2730.83005/20/2021 1,333,875.00 0.864 0.8761,497,645.81 Federal Agricultural Mortgage2540 255,000.0031422XDX7 03/27/2026 1,2730.83006/08/2021 226,758.75 0.820 0.831254,984.81 Federal Agricultural Mortgage2593 1,000,000.0031422XNM0 10/05/2026 1,4651.05010/05/2021 881,790.00 1.035 1.0501,000,000.00 Federal Agricultural Mortgage2621 1,000,000.0031422XPS5 11/17/2026 1,5081.15011/17/2021 882,420.00 1.272 1.290994,402.73 Federal Agricultural Mortgage2625 1,000,000.0031422XQM7 12/01/2026 1,5221.32012/01/2021 887,840.00 1.301 1.3201,000,000.00 Federal Agricultural Mortgage2634 1,500,000.0031422XRK0 01/04/2027 1,5561.32001/04/2022 1,332,930.00 1.301 1.3201,500,000.00 Federal Agricultural Mortgage2640 Call 1,500,000.0031422XRY0 12/29/2031 3,3762.15012/29/2021 1,230,615.00 2.120 2.1501,500,000.00 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 203 September 30, 2022 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 Farm Credit Bank .1526 625,000.003133EAA65 07/26/2023 2982.12501/27/2016 614,175.00 2.024 2.052625,344.29 Federal Farm Credit Bank .1615 1,000,000.003133EC7D0 12/13/2024 8042.12505/13/2016 955,440.00 1.930 1.9561,003,388.43 Federal Farm Credit Bank .1787 900,000.003133EEVD9 03/25/2024 5412.30005/04/2017 876,096.00 2.274 2.306899,920.58 Federal Farm Credit Bank .1822 500,000.003133EDWX6 10/07/2024 7372.91006/21/2017 487,245.00 2.143 2.172506,835.62 Federal Farm Credit Bank .1843 445,000.003133ED6R8 11/07/2022 372.93009/14/2017 444,906.55 1.870 1.896445,435.90 Federal Farm Credit Bank .1932 1,500,000.003133EJDE6 02/16/2023 1382.57002/16/2018 1,493,220.00 2.605 2.6421,499,622.94 Federal Farm Credit Bank .2016 500,000.003133EEG79 09/07/2023 3412.15001/15/2019 490,270.00 2.656 2.693497,628.41 Federal Farm Credit Bank .2017 650,000.003133EC2C7 11/09/2023 4042.13001/15/2019 634,634.00 2.662 2.699646,183.80 Federal Farm Credit Bank .2314 1,000,000.003133EAG44 08/03/2026 1,4022.63003/13/2020 940,280.00 1.089 1.1041,056,385.60 Federal Farm Credit Bank .2371 Call 1,500,000.003133ELQ31 07/01/2030 2,8301.33007/01/2020 1,198,440.00 1.311 1.3301,500,000.00 Federal Farm Credit Bank .2372 Call 1,500,000.003133ELQ31 07/01/2030 2,8301.33007/01/2020 1,198,440.00 1.311 1.3301,500,000.00 Federal Farm Credit Bank .2391 Call 1,500,000.003133EL3H5 08/12/2025 1,0460.57008/12/2020 1,345,020.00 0.587 0.5951,498,926.04 Federal Farm Credit Bank .2406 Call 1,500,000.003133EL4W1 08/25/2025 1,0590.61009/03/2020 1,341,555.00 0.611 0.6201,499,563.06 Federal Farm Credit Bank .2408 Call 1,500,000.003133EL4W1 08/25/2025 1,0590.61009/10/2020 1,341,555.00 0.611 0.6201,499,561.34 Federal Farm Credit Bank .2416 Call 1,500,000.003133EL7K4 09/16/2025 1,0810.55009/22/2020 1,339,650.00 0.542 0.5491,500,000.00 Federal Farm Credit Bank .2417 Call 1,500,000.003133EMBH4 09/29/2025 1,0940.53009/29/2020 1,333,380.00 0.522 0.5301,500,000.00 Federal Farm Credit Bank .2423 Call 1,500,000.003133EMBJ0 09/29/2025 1,0940.53009/29/2020 1,336,710.00 0.537 0.5451,499,326.25 Federal Farm Credit Bank .2427 Call 2,000,000.003133EMAZ5 06/24/2030 2,8231.25010/01/2020 1,587,540.00 1.246 1.2631,998,013.85 Federal Farm Credit Bank .2442 Call 1,500,000.003133EMFG2 11/04/2030 2,9561.37011/04/2020 1,177,350.00 1.351 1.3701,500,000.00 Federal Farm Credit Bank .2443 Call 1,500,000.003133EMFG2 11/04/2030 2,9561.37011/04/2020 1,177,350.00 1.351 1.3701,500,000.00 Federal Farm Credit Bank .2472 Call 1,500,000.003133EMNB4 01/14/2031 3,0271.38001/14/2021 1,183,830.00 1.361 1.3801,500,000.00 Federal Farm Credit Bank .2525 Call 1,500,000.003133EMRE4 02/18/2031 3,0621.42004/01/2021 1,184,340.00 1.834 1.8591,449,681.33 Federal Farm Credit Bank .2538 Call 1,000,000.003133EMUG5 03/24/2031 3,0961.98005/27/2021 823,770.00 1.887 1.9131,005,084.02 Federal Home Loan Bank1699 500,000.003133827E7 02/06/2023 1282.13010/05/2016 496,900.00 1.578 1.600500,871.33 Federal Home Loan Bank1886 1,000,000.003130A3VC5 12/08/2023 4332.25001/03/2018 976,650.00 2.359 2.392998,432.00 Federal Home Loan Bank1896 1,000,000.003130A3DL5 09/08/2023 3422.37501/09/2018 981,880.00 2.376 2.409999,701.26 Federal Home Loan Bank1903 500,000.003130ADEV0 01/17/2023 1082.38001/18/2018 498,545.00 2.385 2.418499,946.97 Federal Home Loan Bank2347 Call 1,500,000.003130AJMF3 11/28/2028 2,2501.32005/28/2020 1,247,775.00 1.301 1.3201,500,000.00 Federal Home Loan Bank2358 Call 1,000,000.003130AJP78 06/11/2029 2,4451.40006/11/2020 820,850.00 1.380 1.4001,000,000.00 Federal Home Loan Bank2361 Call 1,000,000.003130AJP78 06/11/2029 2,4451.40006/11/2020 820,850.00 1.427 1.447997,024.69 Federal Home Loan Bank2368 Call 900,000.003130AJR76 06/29/2029 2,4631.25006/29/2020 730,440.00 1.232 1.250900,000.00 Federal Home Loan Bank2369 Call 1,500,000.003130AJRG6 06/24/2030 2,8231.36006/24/2020 1,189,035.00 1.341 1.3601,500,000.00 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 204 September 30, 2022 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 Home Loan Bank2375 Call 1,500,000.003130AJSR1 07/09/2030 2,8381.39007/09/2020 1,190,775.00 1.370 1.3901,500,000.00 Federal Home Loan Bank2377 Call 1,500,000.003130AJSR1 07/09/2030 2,8381.39007/09/2020 1,190,775.00 1.370 1.3901,500,000.00 Federal Home Loan Bank2384 Call 1,500,000.003130AJSR1 07/09/2030 2,8381.39007/09/2020 1,190,775.00 1.382 1.4011,498,717.58 Federal Home Loan Bank2395 Call 1,500,000.003130AJZ36 08/27/2025 1,0610.60008/27/2020 1,346,040.00 0.611 0.6201,499,128.33 Federal Home Loan Bank2399 Call 1,500,000.003130AJZ36 08/27/2025 1,0610.60008/27/2020 1,346,040.00 0.611 0.6201,499,128.33 Federal Home Loan Bank2405 Call 1,500,000.003130AK3Z7 09/29/2025 1,0940.57009/29/2020 1,333,050.00 0.582 0.5901,499,101.67 Federal Home Loan Bank2411 Call 1,180,000.003130AJZ36 08/27/2025 1,0610.60009/16/2020 1,058,884.80 0.591 0.5991,180,000.00 Federal Home Loan Bank2419 Call 1,500,000.003130AKAZ91 09/29/2025 1,0940.52009/29/2020 1,330,980.00 0.512 0.5201,500,000.00 Federal Home Loan Bank2445 Call 1,200,000.003130AJQS1 06/25/2030 2,8241.35011/04/2020 950,388.00 1.334 1.3531,199,692.00 Federal Home Loan Bank2475 Call 1,500,000.003130AKQN9 01/09/2031 3,0221.40001/28/2021 1,173,540.00 1.380 1.4001,500,000.00 Federal Home Loan Bank2476 Call 1,500,000.003130AKQV1 01/28/2031 3,0411.40001/28/2021 1,180,125.00 1.380 1.4001,500,000.00 Federal Home Loan Bank2485 Call 1,500,000.003130AKVH6 02/10/2031 3,0541.35002/10/2021 1,150,950.00 1.331 1.3501,500,000.00 Federal Home Loan Bank2490 Call 2,000,000.003130AKYB6 02/18/2031 3,0621.40002/18/2021 1,570,720.00 1.380 1.4002,000,000.00 Federal Home Loan Bank2494 Call 1,500,000.003130AL2J2 02/26/2031 3,0701.50002/26/2021 1,187,130.00 1.479 1.5001,500,000.00 Federal Home Loan Bank2500 Call 1,500,000.003130ALF66 02/25/2031 3,0691.62502/25/2021 1,199,400.00 1.602 1.6251,500,000.00 Federal Home Loan Bank2520 Call 1,925,000.003130ALF33 03/16/2026 1,2620.75003/25/2021 1,694,019.25 0.853 0.8651,917,506.37 Federal Home Loan Bank2607 Call 1,000,000.003130APPJ8 11/04/2031 3,3212.00011/04/2021 810,060.00 1.972 2.0001,000,000.00 Federal Home Loan Bank2613 Call 1,000,000.003130APV77 12/10/2026 1,5311.50012/10/2021 887,240.00 1.479 1.5001,000,000.00 Federal Home Loan Bank2616 Call 1,000,000.003130APW84 12/03/2026 1,5241.50012/03/2021 887,140.00 1.479 1.5001,000,000.00 Federal Home Loan Bank2618 Call 1,000,000.003130APXD2 12/17/2026 1,5381.55012/17/2021 888,080.00 1.528 1.5501,000,000.00 Federal Home Loan Bank2619 Call 1,000,000.003130APWY7 12/07/2026 1,5281.35012/07/2021 881,670.00 1.331 1.3501,000,000.00 Federal Home Loan Bank2620 Call 1,000,000.003130APXT7 12/17/2026 1,5381.60012/17/2021 894,470.00 1.578 1.6001,000,000.00 Federal Home Loan Bank2659 Call 1,000,000.003130AQSM6 02/25/2027 1,6082.05002/25/2022 902,090.00 2.021 2.0501,000,000.00 Federal Home Loan Bank2662 Call 1,000,000.003130AQX65 03/04/2027 1,6152.25003/04/2022 914,030.00 2.219 2.2501,000,000.00 Federal Home Loan Bank2663 Call 1,000,000.003130AQYA5 02/24/2027 1,6072.25002/28/2022 914,390.00 2.219 2.2501,000,000.00 Federal Home Loan Bank2664 Call 1,500,000.003130AQYG2 02/25/2027 1,6082.50002/28/2022 1,388,280.00 2.470 2.5041,500,000.00 Federal Home Loan Bank2665 Call 1,000,000.003130AQZD8 02/25/2027 1,6082.62502/25/2022 921,980.00 2.589 2.6251,000,000.00 Fed. Home Loan Mortgage Corp.2345 Call 455,000.003134GVUA4 05/18/2028 2,0561.20005/18/2020 381,249.05 1.183 1.200455,000.00 Fed. Home Loan Mortgage Corp.2370 Call 1,500,000.003134GV3B2 06/28/2030 2,8271.40006/30/2020 1,204,020.00 1.380 1.4001,500,000.00 Fed. Home Loan Mortgage Corp.2373 Call 1,500,000.003134GV3U0 06/29/2029 2,4631.25006/29/2020 1,217,400.00 1.232 1.2501,500,000.00 Fed. Home Loan Mortgage Corp.2379 Call 1,500,000.003134GV4E5 12/29/2028 2,2811.20007/01/2020 1,235,925.00 1.183 1.1991,500,000.00 Fed. Home Loan Mortgage Corp.2380 Call 1,500,000.003134GV5D6 01/08/2029 2,2911.20007/08/2020 1,230,465.00 1.183 1.2001,500,000.00 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 205 September 30, 2022 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 Fed. Home Loan Mortgage Corp.2382 Call 1,500,000.003134GV5A2 07/15/2030 2,8441.37507/15/2020 1,200,300.00 1.356 1.3751,500,000.00 Fed. Home Loan Mortgage Corp.2386 Call 1,500,000.003134GV7L6 07/29/2030 2,8581.35007/29/2020 1,196,775.00 1.331 1.3501,500,000.00 Fed. Home Loan Mortgage Corp.2387 Call 1,500,000.003134GV7L6 07/29/2030 2,8581.35007/29/2020 1,196,775.00 1.331 1.3501,500,000.00 Fed. Home Loan Mortgage Corp.2396 Call 1,000,000.003134GWNC6 08/19/2025 1,0530.62508/20/2020 898,040.00 0.616 0.6251,000,000.00 Fed. Home Loan Mortgage Corp.2400 Call 1,500,000.003134GWC53 09/15/2025 1,0800.65009/15/2020 1,340,385.00 0.641 0.6501,500,000.00 Fed. Home Loan Mortgage Corp.2404 Call 1,447,000.003134GWA55 09/09/2025 1,0740.65009/09/2020 1,293,777.17 0.641 0.6501,447,000.00 Fed. Home Loan Mortgage Corp.2407 Call 1,500,000.003134GWD52 09/02/2025 1,0670.68009/04/2020 1,343,295.00 0.670 0.6791,500,000.00 Fed. Home Loan Mortgage Corp.2409 Call 1,500,000.003134GWP75 09/23/2025 1,0880.62509/23/2020 1,338,150.00 0.616 0.6251,500,000.00 Fed. Home Loan Mortgage Corp.2410 Call 1,000,000.003134GWP75 09/23/2025 1,0880.62509/23/2020 892,100.00 0.616 0.6251,000,000.00 Fed. Home Loan Mortgage Corp.2418 Call 1,500,000.003134GWVV5 10/15/2025 1,1100.50010/15/2020 1,339,740.00 0.493 0.5001,500,000.00 Fed. Home Loan Mortgage Corp.2421 Call 2,000,000.003134GWW93 09/30/2025 1,0950.55009/30/2020 1,778,760.00 0.542 0.5502,000,000.00 Fed. Home Loan Mortgage Corp.2422 Call 1,500,000.003134GWW93 09/30/2025 1,0950.55009/30/2020 1,334,070.00 0.542 0.5501,500,000.00 Fed. Home Loan Mortgage Corp.2424 Call 1,500,000.003134GWXK7 09/30/2025 1,0950.55009/30/2020 1,334,070.00 0.542 0.5501,500,000.00 Fed. Home Loan Mortgage Corp.2426 Call 1,500,000.003134GWXX9 10/15/2025 1,1100.55010/15/2020 1,332,105.00 0.542 0.5501,500,000.00 Fed. Home Loan Mortgage Corp.2428 Call 1,500,000.003134GWY26 10/08/2025 1,1030.57010/08/2020 1,333,875.00 0.562 0.5701,500,000.00 Fed. Home Loan Mortgage Corp.2430 Call 1,500,000.003134GWYZ3 10/28/2025 1,1230.53010/28/2020 1,329,585.00 0.522 0.5301,500,000.00 Fed. Home Loan Mortgage Corp.2431 Call 1,500,000.003134GWZ33 10/22/2030 2,9431.25010/22/2020 1,181,220.00 1.232 1.2501,500,000.00 Fed. Home Loan Mortgage Corp.2432 Call 1,500,000.003134GWZL3 10/29/2025 1,1240.57010/29/2020 1,331,175.00 0.562 0.5701,500,000.00 Fed. Home Loan Mortgage Corp.2433 Call 2,000,000.003134GW3T1 10/28/2030 2,9491.40010/28/2020 1,577,440.00 1.380 1.4002,000,000.00 Fed. Home Loan Mortgage Corp.2434 Call 1,500,000.003134GW3H7 10/29/2025 1,1240.61010/29/2020 1,333,005.00 0.601 0.6101,500,000.00 Fed. Home Loan Mortgage Corp.2436 Call 2,000,000.003134GWZZ2 10/28/2030 2,9491.30010/28/2020 1,579,880.00 1.282 1.3002,000,000.00 Fed. Home Loan Mortgage Corp.2437 Call 750,000.003134GW3Z7 10/28/2025 1,1230.60010/28/2020 666,285.00 0.591 0.600750,000.00 Fed. Home Loan Mortgage Corp.2438 Call 1,500,000.003134GW3X2 10/27/2025 1,1220.62510/27/2020 1,331,205.00 0.616 0.6251,500,000.00 Fed. Home Loan Mortgage Corp.2440 Call 1,500,000.003134GW6N1 11/05/2030 2,9571.40011/05/2020 1,182,435.00 1.380 1.4001,500,000.00 Fed. Home Loan Mortgage Corp.2444 Call 1,500,000.003134GW6N1 11/05/2030 2,9571.40011/05/2020 1,182,435.00 1.380 1.4001,500,000.00 Federal National Mortgage Asso1715 500,000.0031364CCC0 04/30/2026 1,3077.12511/10/2016 547,305.00 2.367 2.400575,261.00 Federal National Mortgage Asso1926 1,500,000.003135G0T94 01/19/2023 1102.37502/08/2018 1,493,775.00 2.574 2.6101,499,013.56 Federal National Mortgage Asso2392 Call 1,000,000.003136G4R62 08/28/2025 1,0620.62508/28/2020 894,490.00 0.616 0.6251,000,000.00 Federal National Mortgage Asso2393 Call 1,000,000.003136G4S87 08/27/2025 1,0610.65008/27/2020 895,250.00 0.641 0.6501,000,000.00 Federal National Mortgage Asso2394 Call 1,500,000.003136G4Q97 08/27/2025 1,0610.65008/27/2020 1,346,670.00 0.641 0.6501,500,000.00 Federal National Mortgage Asso2397 Call 1,500,000.003136G4V59 08/27/2025 1,0610.62508/27/2020 1,341,870.00 0.616 0.6251,500,000.00 Federal National Mortgage Asso2412 Call 1,500,000.003136G44G5 09/22/2025 1,0870.51509/22/2020 1,333,755.00 0.507 0.5151,500,000.00 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 206 September 30, 2022 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 National Mortgage Asso2413 Call 1,500,000.003136G43L5 09/30/2025 1,0950.55009/30/2020 1,334,085.00 0.542 0.5501,500,000.00 Federal National Mortgage Asso2415 Call 1,500,000.003136G44L4 09/25/2025 1,0900.60009/25/2020 1,336,845.00 0.591 0.6001,500,000.00 Federal National Mortgage Asso2460 2,000,000.003135G05Q2 08/05/2030 2,8650.87512/07/2020 1,564,280.00 1.139 1.1551,958,541.28 Federal National Mortgage Asso2463 Call 1,500,000.003135GAAS0 12/23/2030 3,0051.40012/23/2020 1,188,030.00 1.380 1.4001,500,000.00 Federal National Mortgage Asso2467 Call 1,000,000.003135G06Q1 12/30/2025 1,1860.64012/30/2020 885,610.00 0.597 0.6051,001,097.56 Tennessee Valley Authority1508 1,000,000.00880591CJ9 11/01/2025 1,1276.75011/20/2015 1,068,860.00 2.807 2.8461,104,171.38 Tennessee Valley Authority1519 750,000.00880591ER9 09/15/2024 7152.87501/15/2016 728,827.50 2.564 2.600753,586.00 Tennessee Valley Authority1589 775,000.00880591CJ9 11/01/2025 1,1276.75004/18/2016 828,366.50 2.337 2.370868,184.14 Tennessee Valley Authority1714 1,250,000.00880591CJ9 11/01/2025 1,1276.75011/10/2016 1,336,075.00 2.317 2.3501,402,088.21 Subtotal and Average 215,249,088.06 214,480,000.00 188,470,810.79 1.419 1.439 1,699 Treasury Securities (Notes) U.S. Treasury1898 TB 1,500,000.00912828P38 01/31/2023 1221.75001/11/2018 1,490,430.00 2.308 2.3401,497,226.25 U.S. Treasury1905 TB 1,500,000.00912828N30 12/31/2022 912.12501/22/2018 1,494,915.00 2.387 2.4201,501,057.22 U.S. Treasury1923 TB 1,500,000.00912828P38 01/31/2023 1221.75002/05/2018 1,490,430.00 2.560 2.5961,496,047.46 U.S. Treasury1925 TB 1,000,000.00912828P38 01/31/2023 1221.75002/08/2018 993,620.00 2.487 2.521997,590.97 U.S. Treasury1929 TB 1,000,000.00912828P79 02/28/2023 1501.50002/09/2018 990,660.00 2.534 2.570995,902.36 U.S. Treasury1934 TB 1,000,000.00912828P79 02/28/2023 1501.50002/15/2018 990,660.00 2.601 2.638995,649.18 U.S. Treasury2505 TB 1,500,000.0091282CBC4 12/31/2025 1,1870.37502/26/2021 1,326,390.00 0.731 0.7421,482,460.72 U.S. Treasury2516 TB 1,500,000.0091282CBQ3 02/28/2026 1,2460.50003/09/2021 1,323,570.00 0.819 0.8311,483,428.95 U.S. Treasury2587 TB 1,500,000.0091282CCP4 07/31/2026 1,3990.62509/24/2021 1,311,855.00 0.888 0.9011,484,510.68 Subtotal and Average 11,933,873.79 12,000,000.00 11,412,530.00 1.851 1.876 553 Municipal Bonds County of Alameda2173 MUN 290,000.00010878AS5 08/01/2026 1,4004.00012/05/2019 284,182.60 2.139 2.168308,857.50 County of Alameda2691 MUN 1,500,000.00010878BK1 08/01/2031 3,2263.69909/21/2022 1,387,875.00 4.281 4.3401,430,049.97 Alameda County Joint Pws Auth.2005 MUN 505,000.00010831DS1 06/01/2025 9743.36512/24/2018 489,728.80 3.175 3.220506,747.12 Alameda County Joint Pws Auth.2566 MUN 110,000.00010831DT9 06/01/2026 1,3393.39508/13/2021 105,492.20 0.925 0.938119,657.45 Antelope Valley Community Coll2069 MUN 500,000.0003667PFN7 08/01/2024 6703.02608/16/2019 486,915.00 1.876 1.902509,783.53 Antelope Valley Community Coll2694 MUN 1,080,000.0003667PHJ4 08/01/2029 2,4961.66109/23/2022 886,960.80 4.389 4.450904,239.98 Bay Area Toll Authority2558 MUN 1,750,000.00072024XC1 04/01/2026 1,2781.07907/26/2021 1,553,650.00 0.739 0.7501,769,759.94 Beverly Hills Public Fing Auth2612 MUN 350,000.00088006KA8 06/01/2026 1,3391.14711/15/2021 311,412.50 1.183 1.200349,339.19 Beverly Hills Public Fing Auth2680 MUN 490,000.00088006KB6 06/01/2027 1,7041.32704/01/2022 425,187.70 2.810 2.850457,824.39 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 207 September 30, 2022 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 Municipal Bonds Beverly Hills Unified Sch Dist2682 MUN 920,000.00088023PL4 08/01/2026 1,4002.70004/13/2022 861,267.20 2.644 2.681920,639.72 Burlingame School District1548 MUN 355,000.00121457EQ4 08/01/2025 1,0356.23802/24/2016 365,195.60 3.557 3.606377,267.28 Burbank Unified School Distri.2570 MUN 1,000,000.0012082SDN1 08/01/2026 1,4001.36708/30/2021 884,330.00 0.947 0.9601,015,194.81 Cabrillo Community College Dis2119 MUN 2,000,000.00127109QD1 08/01/2027 1,7652.38510/08/2019 1,806,440.00 2.342 2.3752,000,000.00 Carlsbad Unified School Dist .1857 MUN 305,000.00142665DJ4 08/01/2026 1,4005.23409/27/2017 312,920.85 2.850 2.890329,024.61 CA Infrastructure -Econ Dev Bk2666 MUN 210,000.0013034AL73 10/01/2026 1,4611.03502/16/2022 181,801.20 2.224 2.254200,319.57 CA ST Dept of WTR Resources2633 MUN 180,000.0013067WRC8 12/01/2025 1,1570.79012/13/2021 160,709.40 1.301 1.320177,065.70 CA ST Dept of WTR Resources2645 MUN 300,000.0013067WRD6 12/01/2026 1,5220.92012/23/2021 259,431.00 1.430 1.450293,627.11 Chabot-Las Positas CCD2564 MUN 285,000.0015722TJR3 08/01/2026 1,4001.08008/16/2021 250,762.95 0.897 0.910286,811.16 Chabot-Las Positas CCD2589 MUN 125,000.0015722TJQ5 08/01/2025 1,0350.88009/29/2021 113,081.25 0.897 0.910124,894.83 City of Chula Vista2653 MUN 1,000,000.0017131RAU0 06/01/2026 1,3390.84001/10/2022 864,770.00 1.676 1.700969,734.35 Calleguas Municipal Water Dist2544 MUN 550,000.0013124MCE3 07/01/2029 2,4651.86507/01/2021 445,274.50 1.425 1.445564,673.66 Calleguas Municipal Water Dist2646 MUN 600,000.0013124MCB9 07/01/2026 1,3691.09712/27/2021 519,468.00 1.233 1.250596,658.25 City of Corona2601 MUN 500,000.0021969AAJ1 05/01/2030 2,7692.24210/14/2021 403,960.00 2.052 2.081505,562.92 Contra Costa Community College2103 MUN 400,000.00212204JJ1 08/01/2028 2,1312.21309/12/2019 346,624.00 2.071 2.100402,389.50 Contra Costa Community College2120 MUN 990,000.00212204JK8 08/01/2029 2,4962.26309/20/2019 839,114.10 2.505 2.539973,526.24 Contra Costa Community College2244 MUN 1,500,000.00212204JK8 08/01/2029 2,4962.26302/07/2020 1,271,385.00 2.100 2.1301,512,278.38 Contra Costa Community College2291 MUN 320,000.00212204JF9 08/01/2025 1,0351.91803/09/2020 297,638.40 1.128 1.143326,788.51 Contra Costa Community College2555 MUN 1,000,000.00212204LM1 08/01/2026 1,4001.30008/02/2021 884,590.00 0.764 0.7751,019,698.94 Desert Community Clg Dist2611 MUN 200,000.00250375JX1 08/01/2027 1,7651.16911/12/2021 170,030.00 1.479 1.500196,942.54 Desert Sands Unif Sch District2635 MUN 880,000.00250433UA5 08/01/2026 1,4001.98212/16/2021 797,816.80 1.390 1.410898,606.21 City of El Segundo2696 MUN 935,000.00284035AK8 07/01/2031 3,1952.26709/29/2022 738,939.85 5.118 5.190744,726.76 Fremon Union High School Distr1646 MUN 510,000.00357172VA0 02/01/2026 1,2196.08006/28/2016 526,263.90 2.994 3.035555,195.48 Fremon Union High School Distr2595 MUN 235,000.00357172C52 08/01/2031 3,2262.02010/01/2021 188,613.35 1.825 1.851238,185.52 Fullerton School District1916 MUN 995,000.00359819DN6 08/01/2026 1,4003.16002/14/2018 945,707.70 3.028 3.070997,996.76 Fullerton School District1917 MUN 750,000.00359819DM8 08/01/2025 1,0353.04002/14/2018 720,127.50 2.959 3.000750,751.62 Fullerton School District2085 MUN 365,000.00359819DN6 08/01/2026 1,4003.16008/29/2019 346,917.90 1.913 1.940380,899.29 State of Georgia1613 MUN 500,000.00373384RU2 10/01/2022 03.57005/17/2016 500,000.00 1.878 1.904500,000.00 State of Georgia1645 MUN 365,000.00373384W69 02/01/2023 1233.25006/27/2016 364,441.55 1.898 1.925366,506.80 State of Georgia1666 MUN 1,825,000.003733844V5 02/01/2025 8542.37507/29/2016 1,745,466.50 1.972 1.9991,839,614.07 State of Georgia1691 MUN 385,000.00373384RU2 10/01/2022 03.57009/26/2016 385,000.00 1.630 1.653385,000.00 State of Georgia1775 MUN 250,000.00373384RX6 10/01/2025 1,0964.00004/10/2017 246,477.50 2.739 2.777258,122.12 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 208 September 30, 2022 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 Municipal Bonds State of Georgia1919 MUN 1,095,000.00373384RY4 10/01/2026 1,4614.31001/26/2018 1,084,345.65 2.979 3.0201,144,366.54 State of Georgia1945 MUN 200,000.00373384RY4 10/01/2026 1,4614.31003/19/2018 198,054.00 3.204 3.248207,349.98 State of Georgia1962 MUN 390,000.00373384SP2 10/01/2023 3653.74010/25/2018 388,596.00 3.093 3.136392,165.29 State of Georgia1967 MUN 350,000.00373385BU6 02/01/2027 1,5842.72010/31/2018 327,467.00 3.412 3.460340,302.53 State of Georgia2086 MUN 1,500,000.00373384RV0 10/01/2023 3653.72008/29/2019 1,494,315.00 1.749 1.7741,528,030.84 State of Georgia2229 MUN 425,000.00373384RY4 10/01/2026 1,4614.31001/31/2020 420,864.75 1.837 1.863463,938.50 State of Georgia2332 MUN 1,000,000.00373384RW8 10/01/2024 7313.82003/23/2020 987,810.00 1.889 1.9151,036,311.20 City of Glendora2109 MUN 1,345,000.00378612AL9 06/01/2028 2,0702.26509/16/2019 1,169,437.15 2.318 2.3501,339,153.56 City of Glendora2137 MUN 400,000.00378612AL9 06/01/2028 2,0702.26510/02/2019 347,788.00 2.194 2.225400,816.26 City of Glendora2590 MUN 1,365,000.00378612AJ4 06/01/2026 1,3392.10809/29/2021 1,241,972.55 1.075 1.0901,414,533.43 Glendale Unified School Dist.2697 MUN 400,000.00378460ZC6 09/01/2031 3,2571.84209/30/2022 307,552.00 4.941 5.010309,764.11 State of Hawaii1685 MUN 1,045,000.00419792DA1 10/01/2026 1,4613.15010/19/2016 992,164.80 2.431 2.4651,070,235.44 State of Hawaii1944 MUN 1,000,000.00419792NH5 10/01/2022 01.92103/20/2018 1,000,000.00 2.584 2.6201,000,000.00 State of Hawaii1947 MUN 1,500,000.00419792NH5 10/01/2022 01.92103/29/2018 1,500,000.00 2.663 2.7001,500,000.00 State of Hawaii1961 MUN 250,000.00419791YS1 02/01/2025 8545.23010/25/2018 253,335.00 3.363 3.410259,480.72 State of Hawaii1995 MUN 800,000.00419791YT9 02/01/2026 1,2195.33012/06/2018 818,912.00 3.304 3.350846,587.03 State of Hawaii2019 MUN 750,000.00419792NH5 10/01/2022 01.92101/17/2019 750,000.00 2.613 2.650750,000.00 City of Huntington Beach2560 MUN 1,000,000.00446201AE5 06/15/2026 1,3531.34408/12/2021 881,990.00 0.909 0.9211,015,253.37 City of Huntington Beach2562 MUN 1,000,000.00446201AE5 06/15/2026 1,3531.34408/13/2021 881,990.00 0.927 0.9391,014,595.89 City of La Habra2660 MUN 500,000.00503433AK0 08/01/2031 3,2262.67302/07/2022 407,465.00 2.638 2.675499,906.85 Los Altos Elementary Sch Distr2681 MUN 500,000.00544290JH3 10/01/2024 7311.00003/24/2022 468,040.00 2.522 2.557484,984.79 City of Los Angeles1748 MUN 1,000,000.00544351KS7 09/01/2023 3352.64002/14/2017 986,030.00 2.784 2.8231,000,249.22 City of Los Angeles1969 MUN 295,000.00544351NP0 09/01/2026 1,4313.30011/02/2018 283,379.95 3.530 3.579292,195.03 City of Los Angeles2008 MUN 1,000,000.00544351MS5 09/01/2026 1,4313.50001/07/2019 967,720.00 3.077 3.1191,013,132.35 City of Los Angeles2200 MUN 840,000.00544351NQ8 09/01/2027 1,7963.40001/06/2020 800,091.60 2.360 2.393877,777.13 City of Los Angeles2213 MUN 985,000.00544351LQ0 09/01/2029 2,5273.05001/22/2020 895,768.85 2.413 2.4461,021,424.58 City of Los Angeles2283 MUN 1,000,000.00544351KV0 09/01/2026 1,4313.15003/05/2020 955,280.00 1.519 1.5411,059,749.96 City of Los Angeles2692 MUN 1,000,000.00544351QX0 09/01/2032 3,6234.40009/28/2022 972,070.00 4.346 4.406999,500.42 Los Angeles Community College2487 MUN 1,000,000.0054438CYN6 08/01/2030 2,8611.80601/28/2021 812,510.00 1.432 1.4521,025,816.57 Los Angeles Community College2592 MUN 250,000.0054438CYL0 08/01/2026 1,4001.17409/30/2021 219,332.50 1.064 1.078250,885.78 Los Angeles Community College2614 MUN 1,500,000.0054438CYL0 08/01/2026 1,4001.17411/15/2021 1,315,995.00 1.233 1.2501,495,752.59 Los Angeles Community College2642 MUN 275,000.0054438CYL0 08/01/2026 1,4001.17412/21/2021 241,265.75 1.282 1.300273,712.90 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 209 September 30, 2022 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 Municipal Bonds Los Angeles Cnty Met Tran Auth2641 MUN 1,000,000.005447122K7 06/01/2025 9745.13012/21/2021 1,012,450.00 1.085 1.1001,105,173.42 Los Angeles Dept. of WTR & PWR1949 MUN 1,500,000.00544495VX9 07/01/2027 1,7345.51603/29/2018 1,543,095.00 3.254 3.3001,635,055.10 Los Angeles Dept. of WTR & PWR1965 MUN 425,000.00544495VX9 07/01/2027 1,7345.51610/29/2018 437,210.25 3.600 3.650457,028.68 State of Massachusetts2227 MUN 250,000.0057582PUT5 05/01/2029 2,4044.91001/30/2020 249,617.50 2.331 2.363287,447.92 State of Massachusetts2543 MUN 1,000,000.0057582PUT5 05/01/2029 2,4044.91007/01/2021 998,470.00 1.484 1.5051,211,039.26 State of Massachusetts2684 MUN 1,000,000.0057582PUS7 05/01/2027 1,6734.76004/05/2022 998,730.00 2.968 3.0101,073,843.37 State of Maryland1943 MUN 1,280,000.005741925D8 03/01/2023 1514.40003/20/2018 1,282,444.80 2.633 2.6701,288,587.71 State of Maryland2184 MUN 500,000.005741926N5 08/01/2025 1,0354.35012/16/2019 497,970.00 2.089 2.118529,642.96 State of Maryland2581 MUN 245,000.005741926N5 08/01/2025 1,0354.35009/23/2021 244,005.30 0.690 0.700269,952.19 State of Maryland - Dept/Trans2134 MUN 1,000,000.00574204WH2 06/15/2023 2574.45010/15/2019 1,001,810.00 1.893 1.9201,017,152.70 State of Michigan2002 MUN 825,000.005946108C4 05/15/2026 1,3223.85012/21/2018 801,924.75 3.452 3.500834,130.57 City of Manhattan Beach2647 MUN 650,000.00562784AM0 01/01/2032 3,3792.34101/05/2022 521,137.50 2.129 2.159658,848.21 Menlo Park City School Dist.2104 MUN 1,000,000.00586840ND8 07/01/2027 1,7342.21410/08/2019 903,680.00 2.183 2.2141,000,000.00 Marin Community College Dist.1858 MUN 500,000.0056781RGU5 08/01/2027 1,7653.27209/28/2017 471,050.00 2.791 2.830509,259.86 Marin Community College Dist.1973 MUN 120,000.0056781RGT8 08/01/2026 1,4003.17211/05/2018 114,427.20 3.452 3.500118,685.78 Marin Community College Dist.2084 MUN 250,000.0056781RJL2 08/01/2027 1,7653.33008/29/2019 236,145.00 1.874 1.900265,969.32 Marin Community College Dist.2287 MUN 310,000.0056781RJJ7 08/01/2025 1,0355.00003/06/2020 314,110.60 1.193 1.210342,127.22 Marin Community College Dist.2495 MUN 1,000,000.0056781RKH9 08/01/2030 2,8611.45102/25/2021 779,450.00 1.431 1.4511,000,000.00 Marin Community College Dist.2499 MUN 710,000.0056781RKH9 08/01/2030 2,8611.45102/25/2021 553,409.50 1.470 1.490707,936.48 Marin Community College Dist.2568 MUN 1,000,000.0056781RKU0 08/01/2026 1,4000.89309/14/2021 874,330.00 0.880 0.8931,000,000.00 Marin Community College Dist.2588 MUN 285,000.0056781RKD8 08/01/2026 1,4000.67909/29/2021 247,063.65 1.025 1.040281,161.83 Mt. San Antonio Community Coll1489 MUN 1,335,000.00623040GX4 08/01/2023 3044.10310/26/2015 1,334,746.35 2.490 2.5251,350,846.62 Mt. San Antonio Community Coll2208 MUN 230,000.00623040KQ4 08/01/2029 2,4962.56902/04/2020 201,305.20 2.533 2.569230,000.00 Mt. San Antonio Community Coll2661 MUN 785,000.00623040KX9 08/01/2030 2,8612.64902/07/2022 676,607.20 2.173 2.203809,876.94 State of Mississippi1968 MUN 1,500,000.00605581LM7 11/01/2026 1,4923.75111/07/2018 1,454,145.00 3.377 3.4241,517,331.58 State of Mississippi1972 MUN 500,000.00605581LM7 11/01/2026 1,4923.75111/07/2018 484,715.00 3.401 3.449505,329.65 State of Mississippi2087 MUN 750,000.00605581HL4 12/01/2024 7922.98708/30/2019 726,502.50 1.745 1.770768,799.81 State of Mississippi2090 MUN 500,000.00605581HL4 12/01/2024 7922.98709/04/2019 484,335.00 1.783 1.807512,131.96 State of Mississippi2096 MUN 150,000.006055805W5 11/01/2025 1,1274.68109/09/2019 150,738.00 1.888 1.914162,048.67 State of Mississippi2189 MUN 250,000.006055805V7 11/01/2024 7624.51112/19/2019 249,977.50 2.079 2.108261,833.26 State of Mississippi2329 MUN 1,000,000.00605581LJ4 11/01/2023 3963.40803/20/2020 993,280.00 1.626 1.6491,018,409.05 State of Mississippi2626 MUN 1,000,000.00605581QR1 10/01/2031 3,2872.11712/09/2021 795,920.00 1.992 2.0201,007,870.67 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 210 September 30, 2022 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 Mississippi2629 MUN 250,000.00605581LL9 11/01/2025 1,1273.64612/06/2021 243,877.50 1.080 1.095269,195.89 City of Napa Solid Waste2055 MUN 595,000.00630337AL7 08/01/2024 6702.20008/08/2019 570,819.20 1.968 1.996597,106.96 New York St Envrnmntl Facs2007 MUN 450,000.0064985HWS2 07/15/2024 6532.12001/04/2019 432,922.50 2.860 2.900444,236.02 New York State Urban Dev Corp.2097 MUN 700,000.006500357D4 03/15/2026 1,2613.07009/09/2019 667,730.00 2.071 2.100721,818.25 New York State Urban Dev Corp.2683 MUN 1,000,000.00650036AV8 03/15/2027 1,6261.49603/28/2022 873,860.00 2.777 2.816945,453.23 New York State Envrnmntl Corp2022 MUN 1,000,000.00649791CN8 03/01/2023 1514.69001/22/2019 1,001,530.00 2.752 2.7911,007,423.94 New York State Envrnmntl Corp2024 MUN 1,000,000.00649791CN8 03/01/2023 1514.69002/08/2019 1,001,530.00 2.751 2.7901,007,433.36 New York State Envrnmntl Corp2146 MUN 1,500,000.00649791PQ7 02/15/2025 8682.12010/31/2019 1,415,460.00 2.063 2.0911,500,988.49 New York State Envrnmntl Corp2224 MUN 580,000.00649791PS3 02/15/2027 1,5982.36001/30/2020 527,301.20 1.933 1.960589,428.10 New York State Envrnmntl Corp2575 MUN 1,500,000.00649791PR5 02/15/2026 1,2332.26009/13/2021 1,390,020.00 0.794 0.8051,572,153.69 New York State Envrnmntl Corp2677 MUN 1,000,000.00649791PS3 02/15/2027 1,5982.36003/16/2022 909,140.00 2.325 2.3581,000,071.18 New York State Envrnmntl Corp2678 MUN 1,000,000.00649791PS3 02/15/2027 1,5982.36003/21/2022 909,140.00 2.367 2.400998,340.34 City of Oakland2293 MUN 1,500,000.00672240WY0 01/15/2030 2,6632.11003/09/2020 1,238,385.00 1.436 1.4561,566,288.19 City of Oakland2307 MUN 1,500,000.00672240WY0 01/15/2030 2,6632.11003/13/2020 1,238,385.00 1.638 1.6611,545,105.09 City of Oakland2313 MUN 1,080,000.00672240WY0 01/15/2030 2,6632.11003/16/2020 891,637.20 2.247 2.2791,068,060.54 City of Oakland2316 MUN 1,500,000.00672240WX2 01/15/2029 2,2982.07003/16/2020 1,271,580.00 2.151 2.1811,490,385.66 City of Oakland Pension2630 MUN 450,000.00672319CF5 12/15/2025 1,1714.67612/06/2021 447,210.00 1.562 1.584493,035.60 Ohlone Community College Distr2165 MUN 600,000.00677765GY9 08/01/2027 1,7652.23711/22/2019 538,440.00 2.271 2.303598,243.03 Ohlone Community College Distr2175 MUN 280,000.00677765GY9 08/01/2027 1,7652.23712/06/2019 251,272.00 2.327 2.360278,482.69 Ohlone Community College Distr2179 MUN 970,000.00677765HA0 08/01/2029 2,4962.33712/11/2019 834,966.30 2.382 2.415965,392.64 Ohlone Community College Distr2341 MUN 1,185,000.00677765GZ6 08/01/2028 2,1312.28705/08/2020 1,041,223.95 1.849 1.8751,211,245.57 State of Ohio1688 MUN 800,000.00677522JB1 05/01/2023 2122.11009/13/2016 791,032.00 1.764 1.788801,407.04 State of Ohio1742 MUN 2,000,000.00677522JB1 05/01/2023 2122.11001/31/2017 1,977,580.00 2.485 2.5201,995,596.53 State of Ohio1832 MUN 900,000.006775207G7 04/01/2024 5484.97106/30/2017 909,648.00 2.416 2.450931,183.17 State of Ohio2308 MUN 500,000.00677521CT1 09/01/2026 1,4315.26203/13/2020 514,625.00 1.710 1.734565,073.20 Orange Cnty Water District2578 MUN 315,000.0068442CCY0 08/15/2025 1,0492.09509/16/2021 293,828.85 0.690 0.700327,427.37 Orchard School District1910 MUN 200,000.00685585FD8 08/01/2027 1,7653.12501/25/2018 191,856.00 3.208 3.253198,966.90 State of Oregon1974 MUN 500,000.0068607LXQ5 06/01/2027 1,7045.89211/06/2018 517,245.00 3.516 3.565539,712.19 State of Oregon2015 MUN 445,000.0068607LXQ5 06/01/2027 1,7045.89201/16/2019 460,348.05 3.537 3.587486,017.58 State of Oregon2223 MUN 570,000.0068609TDT2 05/01/2024 5783.22701/30/2020 561,906.00 1.641 1.664583,556.25 State of Oregon2230 MUN 495,000.0068607LXQ5 06/01/2027 1,7045.89201/31/2020 512,072.55 2.583 2.619563,355.00 State of Oregon2266 MUN 1,000,000.0068607LXQ5 06/01/2027 1,7045.89202/24/2020 1,034,490.00 2.482 2.5171,143,072.83 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 211 September 30, 2022 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 Oregon2310 MUN 350,000.0068609BXT9 05/01/2027 1,6733.08003/13/2020 330,477.00 1.302 1.320376,829.65 State of Oregon2378 MUN 355,000.0068609TVS4 06/01/2030 2,8001.67207/02/2020 286,421.10 1.433 1.452360,534.54 State of Oregon2542 MUN 870,000.0068608KA24 08/01/2030 2,8615.33207/01/2021 900,171.60 1.943 1.9701,078,773.84 State of Oregon2549 MUN 1,225,000.0068609TU30 08/01/2028 2,1311.48407/08/2021 1,032,920.00 1.134 1.1501,247,852.05 State of Oregon2584 MUN 265,000.0068609TT81 08/01/2025 1,0350.80309/24/2021 240,047.60 0.690 0.700265,760.04 State of Oregon2624 MUN 250,000.0068609TZT8 08/01/2026 1,4000.98411/19/2021 220,182.50 1.292 1.310246,978.19 State of Oregon2627 MUN 900,000.0068609T3M8 11/01/2031 3,3182.03711/26/2021 718,074.00 2.020 2.048899,110.93 State of Oregon2679 MUN 1,000,000.0068607LXQ5 06/01/2027 1,7045.89204/01/2022 1,034,490.00 3.259 3.3041,110,130.32 City of Pacifica2138 MUN 1,015,000.0069511AAS3 06/01/2025 9742.56310/23/2019 961,824.15 2.469 2.5031,016,472.71 City of Pacifica2139 MUN 580,000.0069511AAT1 06/01/2026 1,3392.66310/23/2019 539,301.40 2.611 2.647580,289.76 Pasadena CA Public Finance Aut1985 MUN 665,000.00702274CP4 12/01/2023 4263.43812/06/2018 657,818.00 3.205 3.250666,335.04 Pasadena CA Public Finance Aut2573 MUN 120,000.0070227RBM1 05/01/2026 1,3081.98409/09/2021 109,076.40 0.903 0.915124,489.39 Pasadena CA Public Finance Aut2615 MUN 550,000.00702274CS8 12/01/2026 1,5223.50012/01/2021 523,836.50 1.380 1.400596,319.17 Polomar Community Clge Distri2582 MUN 1,000,000.00697511FU2 08/01/2026 1,4001.03110/13/2021 874,300.00 1.016 1.0311,000,000.00 Polomar Community Clge Distri2676 MUN 335,000.00697511FD0 08/01/2026 1,4001.19903/15/2022 295,382.90 2.288 2.320321,383.27 Redondo Beach Unified School D2388 MUN 750,000.00757710UE6 08/01/2030 2,8611.66008/06/2020 595,102.50 1.439 1.459760,966.23 State of Rhode Island2192 MUN 260,000.0076222RYN6 01/15/2025 8372.00012/20/2019 245,278.80 2.231 2.262259,745.26 State of Rhode Island2219 MUN 1,500,000.0076222RXB3 04/01/2028 2,0093.25001/27/2020 1,394,250.00 2.077 2.1061,586,214.74 State of Rhode Island2239 MUN 550,000.0076222RXB3 04/01/2028 2,0093.25002/06/2020 511,225.00 1.990 2.018584,183.84 Riverside Cmnty College Distt.2596 MUN 1,365,000.0076886PJP9 08/01/2026 1,4001.12410/04/2021 1,204,871.85 1.006 1.0201,370,292.15 Rancho Santiago Comm College D2522 MUN 450,000.00752147HH4 09/01/2024 7010.63403/29/2021 418,882.50 0.625 0.633450,000.00 Redwood City School District2130 MUN 1,000,000.00757889EH9 08/01/2027 1,7652.28410/16/2019 898,900.00 2.252 2.2841,000,000.00 Redwood City School District2253 MUN 1,095,000.00757889EG1 08/01/2026 1,4002.15902/13/2020 1,002,702.45 1.727 1.7511,111,117.10 City of Santa Ana2603 MUN 175,000.00801139AE6 08/01/2026 1,4001.17610/18/2021 150,325.00 1.223 1.240174,583.72 Santa Barbara Unified School D2385 MUN 490,000.00801315KU5 08/01/2029 2,4961.65307/21/2020 404,686.10 1.483 1.504494,632.44 San Bernardino Cmty College Di2166 MUN 1,500,000.00796720NC0 08/01/2028 2,1312.59012/12/2019 1,331,025.00 2.554 2.5901,500,000.00 San Bernardino Cmty College Di2365 MUN 2,000,000.00796720NV8 08/01/2029 2,4961.84807/07/2020 1,650,640.00 1.822 1.8482,000,000.00 County of Santa Clara1897 MUN 1,340,000.00801546PH9 08/01/2023 3042.50001/11/2018 1,322,419.20 2.436 2.4701,340,309.54 County of Santa Clara1899 MUN 1,460,000.00801546PJ5 08/01/2024 6702.68001/12/2018 1,417,514.00 2.643 2.6801,460,000.00 Santa Clarita Community Colleg2557 MUN 1,250,000.00801686TF3 08/01/2026 1,4001.14608/02/2021 1,101,487.50 0.742 0.7521,268,582.82 Santa Clara Valley Water Dist.2181 MUN 1,555,000.0080168ACV7 06/01/2028 2,0702.43412/12/2019 1,379,051.75 2.416 2.4501,553,720.30 Santa Cruz County Capital Fin.1906 MUN 465,000.0080181PCT2 06/01/2024 6092.50001/25/2018 450,101.40 2.968 3.010461,424.02 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 212 September 30, 2022 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 Santa Cruz County Capital Fin.1907 MUN 465,000.0080181PCU9 06/01/2025 9742.75001/25/2018 445,586.25 3.008 3.050461,684.90 Santa Cruz County Capital Fin.1908 MUN 470,000.0080181PCV7 06/01/2026 1,3393.00001/25/2018 442,070.85 3.107 3.150468,044.67 Santa Cruz County Capital Fin.1909 MUN 280,000.0080181PCW5 06/01/2027 1,7043.00001/25/2018 262,108.00 3.205 3.250277,436.51 Santa Cruz MET Transit Dist.2671 MUN 1,000,000.00801747AF3 08/01/2027 1,7652.47003/03/2022 906,860.00 2.030 2.0581,018,721.97 San Diego Unified Sch District2602 MUN 1,000,000.00797356DL3 07/01/2031 3,1951.98410/21/2021 795,630.00 1.824 1.8501,010,677.51 San Diego Unified Sch District2606 MUN 900,000.00797356DL3 07/01/2031 3,1951.98410/23/2021 716,067.00 2.024 2.053895,123.28 San Diego Unified Sch District2617 MUN 270,000.00797356DH2 07/01/2028 2,1001.59911/17/2021 227,628.90 1.712 1.736267,995.56 San Diego Unified Sch District2693 MUN 260,000.00797356DF6 07/01/2026 1,3691.20109/23/2022 229,808.80 4.053 4.110233,967.07 San Diego Community College Di2550 MUN 255,000.00797272QS3 08/01/2027 1,7652.40707/09/2021 231,001.95 1.007 1.021271,521.83 San Diego Community College Di2639 MUN 1,980,000.00797272RN3 08/01/2026 1,4001.44512/28/2021 1,767,249.00 1.193 1.2101,997,290.32 San Diego Community College Di2651 MUN 500,000.00797272RT0 08/01/2031 3,2262.11301/10/2022 405,570.00 2.120 2.150498,525.98 San Diego Regl Trans Commissio2632 MUN 200,000.00797400MR6 04/01/2026 1,2781.03612/08/2021 177,464.00 1.292 1.310198,140.21 San Diego Cnty Wtr Authority2580 MUN 875,000.00797412DN0 05/01/2026 1,3080.97109/17/2021 772,896.25 0.887 0.900877,170.67 San Diego Cnty Wtr Authority2600 MUN 210,000.00797412DM2 05/01/2025 9430.74310/08/2021 190,476.30 0.838 0.850209,429.17 San Diego Cnty Wtr Authority2604 MUN 250,000.00797412DN0 05/01/2026 1,3080.97110/20/2021 220,827.50 1.134 1.150248,439.90 San Diego Cnty Wtr Authority2623 MUN 750,000.00797412DN0 05/01/2026 1,3080.97111/19/2021 662,482.50 1.282 1.300741,430.20 San Diego Cnty Wtr Authority2688 MUN 1,275,000.00797412DQ3 05/01/2028 2,0391.33109/12/2022 1,067,608.50 3.945 4.0001,106,368.78 San Dieguito Union High Sch Di2536 MUN 430,000.00797508JW9 08/01/2026 1,4001.07406/09/2021 377,974.30 1.059 1.074430,000.00 San Dieguito Union High Sch Di2537 MUN 435,000.00797508JX7 08/01/2027 1,7651.37206/09/2021 374,274.00 1.353 1.372435,000.00 San Dieguito Union High Sch Di2674 MUN 435,000.00797508HF8 08/01/2026 1,4001.86003/11/2022 394,244.85 2.070 2.099431,208.23 Sequoia Union High School Dist2320 MUN 400,000.00817409N35 07/01/2025 1,0041.73503/18/2020 371,816.00 1.381 1.400403,537.57 Sequoia Union High School Dist2531 MUN 250,000.00817409N76 07/01/2029 2,4652.10304/30/2021 210,620.00 1.658 1.681256,610.00 City & County of San Francisco1509 MUN 1,000,000.00797646NC6 06/15/2025 9885.45011/27/2015 1,020,000.00 3.067 3.1101,054,405.75 City & County of San Francisco1711 MUN 2,105,000.00797646T48 06/15/2025 9882.29011/01/2016 1,974,805.75 2.219 2.2492,107,047.63 City & County of San Francisco1712 MUN 245,000.00797646T55 06/15/2026 1,3532.39011/01/2016 225,755.25 2.376 2.410244,836.77 City & County of San Francisco1839 MUN 230,000.00797646T48 06/15/2025 9882.29007/14/2017 215,774.50 2.682 2.720227,605.79 City & County of San Francisco2014 MUN 1,420,000.00797646ND4 06/15/2026 1,3535.60001/16/2019 1,464,275.60 3.304 3.3501,524,039.90 City & County of San Francisco2148 MUN 1,120,000.007976466C5 06/15/2029 2,4492.10010/31/2019 954,116.80 2.337 2.3691,101,946.85 San Francisco Cmnty Facs Dist1937 MUN 680,000.0079772EBC2 09/01/2027 1,7963.25003/02/2018 632,434.00 3.451 3.499672,960.92 San Francisco Cmnty Facs Dist2132 MUN 350,000.0079772ECL1 09/01/2029 2,5273.64810/11/2019 322,731.50 2.398 2.431376,019.43 San Francisco Cmnty Facs Dist2309 MUN 130,000.0079772ECJ6 09/01/2027 1,7963.46803/13/2020 121,859.40 1.577 1.599141,209.27 San Francisco Cmnty Facs Dist2571 MUN 300,000.0079772ECF4 09/01/2024 7013.10808/30/2021 291,564.00 0.741 0.752313,384.12 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 213 September 30, 2022 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 San Francisco Cmnty Facs Dist2608 MUN 575,000.0079772EDY2 09/01/2031 3,2572.59111/03/2021 474,449.75 2.305 2.337586,568.52 San Francisco Cmnty Facs Dist2628 MUN 1,295,000.0079772EDA4 09/01/2026 1,4312.23611/29/2021 1,175,872.95 1.425 1.4451,333,588.52 SF Bay Area Rapid Transit Dist2029 MUN 200,000.00797669XW3 07/01/2023 2732.62102/25/2019 197,520.00 2.672 2.710199,874.14 SF Bay Area Rapid Transit Dist2572 MUN 500,000.00797669ZJ0 07/01/2024 6391.97109/08/2021 478,630.00 0.419 0.425513,430.20 SF Bay Area Rapid Transit Dist2636 MUN 480,000.00797669ZR2 07/01/2031 3,1952.76812/16/2021 407,491.20 1.846 1.872514,303.52 SF Bay Area Rapid Transit Dist2638 MUN 600,000.00797669XW3 07/01/2023 2732.62112/20/2021 592,560.00 0.572 0.580609,129.04 Sierra Joint Com. College Dist2501 MUN 585,000.00826239GD1 08/01/2029 2,4961.44503/09/2021 470,111.85 1.425 1.445585,000.00 Sierra Joint Com. College Dist2535 MUN 500,000.00826239GD1 08/01/2029 2,4961.44505/27/2021 401,805.00 1.461 1.481498,830.16 City of San Jose2656 MUN 350,000.00798135E96 09/01/2026 1,4312.50001/28/2022 324,359.00 1.686 1.710360,368.58 San Jose Financing Authority2622 MUN 345,000.00798153NF5 06/01/2026 1,3391.31111/18/2021 302,875.50 1.459 1.480342,939.13 San Jose Evergreen Cmnty Colll1966 MUN 315,000.00798189PK6 09/01/2027 1,7963.72810/29/2018 301,190.40 3.676 3.727315,000.00 San Jose Evergreen Cmnty Colll2105 MUN 500,000.00798189QA7 08/01/2028 2,1312.35010/01/2019 438,580.00 2.317 2.350500,000.00 San Jose Unified School Dist.1435 MUN 580,000.00798186C83 08/01/2023 3042.50001/29/2015 571,700.20 2.663 2.700579,141.37 San Jose Unified School Dist.2518 MUN 1,000,000.00798186N81 08/01/2025 1,0350.55803/15/2021 895,210.00 0.739 0.750994,654.06 Santa Monica Cmnty College Dis2091 MUN 315,000.00802385RC0 08/01/2028 2,1313.47209/05/2019 297,300.15 1.972 2.000339,660.79 Santa Monica Cmnty College Dis2481 MUN 570,000.00802385RV8 08/01/2030 2,8611.69601/22/2021 457,493.40 1.499 1.520577,291.11 Santa Monica Cmnty College Dis2482 MUN 600,000.00802385RT3 08/01/2028 2,1311.49601/22/2021 506,286.00 1.085 1.100613,269.90 Santa Monica-Malibu USD2561 MUN 650,000.00802498VW2 07/01/2026 1,3690.98908/12/2021 570,245.00 0.877 0.890652,354.63 Santa Monica-Malibu USD2637 MUN 215,000.00802498ZA6 08/01/2026 1,4000.84912/20/2021 187,101.60 1.193 1.210212,113.38 San Mateo Cnty Comm. College D2521 MUN 2,000,000.00799038NP5 09/01/2024 7010.50004/14/2021 1,849,620.00 0.444 0.4502,001,893.67 San Mateo Cnty Comm. College D2523 MUN 1,500,000.00799038NP5 09/01/2024 7010.50004/14/2021 1,387,215.00 0.444 0.4501,501,420.25 San Mateo Foster City SCH Dist1902 MUN 1,000,000.00799017UW6 09/01/2025 1,0662.69901/16/2018 949,290.00 2.786 2.825996,706.56 San Mateo Foster City SCH Dist1940 MUN 1,000,000.00799017UW6 09/01/2025 1,0662.69903/09/2018 949,290.00 2.959 3.000992,183.51 San Mateo Foster City SCH Dist2153 MUN 1,360,000.00799017WD6 09/01/2028 2,1622.23711/07/2019 1,182,588.00 2.447 2.4801,342,473.10 San Mateo Foster City SCH Dist2178 MUN 1,565,000.00799017VM7 09/01/2028 2,1622.54212/11/2019 1,385,150.20 2.311 2.3431,581,486.78 San Mateo Foster City SCH Dist2567 MUN 500,000.00799017XW3 09/01/2026 1,4310.92509/21/2021 434,825.00 0.912 0.925500,000.00 San Mateo Foster City SCH Dist2585 MUN 175,000.00799055QV3 08/01/2026 1,4001.79909/27/2021 157,946.25 0.897 0.910180,820.09 San Mateo Foster City SCH Dist2591 MUN 1,260,000.00799055ME5 08/01/2026 1,4006.00009/29/2021 1,304,566.20 2.297 2.3291,426,693.23 Solano Cnty Community Clg Dist2176 MUN 1,150,000.0083412PFQ0 08/01/2028 2,1312.71712/09/2019 1,031,596.00 2.462 2.4961,163,215.76 Solano Cnty Community Clg Dist2579 MUN 750,000.0083412PHQ8 08/01/2026 1,4001.02510/06/2021 655,567.50 1.011 1.025750,000.00 Solano Cnty Community Clg Dist2583 MUN 200,000.0083412PGZ9 08/01/2026 1,4001.02510/06/2021 174,818.00 0.887 0.900200,933.79 Solano Cnty Community Clg Dist2594 MUN 390,000.0083412PHE5 08/01/2031 3,2261.86110/06/2021 305,210.10 1.948 1.975386,421.49 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 214 September 30, 2022 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 Solano Cnty Community Clg Dist2597 MUN 750,000.0083412PHU9 08/01/2030 2,8611.76110/06/2021 598,710.00 1.834 1.860744,650.88 Solano Cnty Community Clg Dist2598 MUN 825,000.0083412PHW5 08/01/2031 3,2261.86110/06/2021 645,636.75 1.879 1.905822,067.02 Solano Cnty Community Clg Dist2649 MUN 350,000.0083412PHB1 08/01/2028 2,1311.47901/07/2022 292,152.00 1.775 1.800343,840.80 Sonoma Cnty Jr. College Distr.2577 MUN 155,000.00835569GT5 08/01/2026 1,4002.44709/15/2021 143,791.95 0.843 0.855164,244.23 South Pasadena Unified School1914 MUN 180,000.00839278JM1 08/01/2027 1,7653.00002/15/2018 167,315.40 3.057 3.100179,249.44 South Pasadena Unified School2161 MUN 370,000.00839278KC1 08/01/2029 2,4965.00012/12/2019 375,094.90 2.598 2.634422,518.20 South Pasadena Unified School2162 MUN 250,000.00839278KB3 08/01/2028 2,1315.00012/12/2019 253,750.00 2.549 2.584281,391.93 South Pasadena Unified School2163 MUN 145,000.00839278KA5 08/01/2027 1,7655.00012/12/2019 147,183.70 2.500 2.534160,620.76 South Pasadena Unified School2164 MUN 390,000.00839278JZ2 08/01/2026 1,4005.00012/12/2019 395,584.80 2.378 2.411425,563.10 San Rafael City High Sch Distr2150 MUN 1,755,000.00799289MR1 08/01/2024 6701.96511/13/2019 1,673,410.05 1.938 1.9651,755,000.00 San Ramon Vly Unif Sch Dist.2605 MUN 1,500,000.007994082K4 08/01/2030 2,8611.91411/03/2021 1,216,470.00 1.805 1.8301,509,056.61 Sunnyvale Elementary Sch Distr2100 MUN 135,000.00867578UT1 09/01/2028 2,1622.19009/19/2019 118,293.75 2.157 2.187135,000.00 Sunnyvale Elementary Sch Distr2101 MUN 135,000.00867578US3 09/01/2027 1,7962.09009/19/2019 120,528.00 2.061 2.090135,000.00 Tracy Unified School District2493 MUN 500,000.00892404CN2 08/01/2029 2,4961.64402/08/2021 414,875.00 1.437 1.457505,978.77 Temecula Valley Unified School2539 MUN 250,000.0087970GPS0 08/01/2028 2,1311.50306/16/2021 210,807.50 1.482 1.503250,000.00 Temecula Valley Unified School2569 MUN 355,000.0087970GPQ4 08/01/2026 1,4001.05108/27/2021 312,570.40 0.887 0.900357,004.89 State of Tennessee1673 MUN 1,000,000.00880541XY8 08/01/2026 1,4002.11608/25/2016 916,520.00 1.923 1.9501,005,753.86 State of Tennessee1674 MUN 1,650,000.00880541XX0 08/01/2025 1,0352.06608/25/2016 1,542,750.00 1.893 1.9201,656,238.55 State of Tennessee1676 MUN 700,000.00880541XX0 08/01/2025 1,0352.06608/25/2016 654,500.00 1.893 1.920702,646.66 State of Tennessee2001 MUN 205,000.00880541QU4 08/01/2024 6703.72812/20/2018 202,619.95 2.860 2.900207,850.61 State of Texas2195 MUN 1,500,000.008827237P8 10/01/2025 1,0963.05112/23/2019 1,443,495.00 1.975 2.0031,544,296.63 State of Texas2225 MUN 940,000.008827237T0 10/01/2029 2,5573.52101/30/2020 884,709.20 2.191 2.2211,016,555.59 State of Texas2255 MUN 1,265,000.008827237T0 10/01/2029 2,5573.52102/14/2020 1,190,592.70 2.192 2.2221,367,980.56 State of Texas2311 MUN 250,000.008827237N3 10/01/2024 7312.89903/16/2020 242,982.50 1.231 1.248257,999.27 State of Texas2541 MUN 245,000.008827235K1 10/01/2025 1,0962.92206/30/2021 234,893.75 0.641 0.650261,442.88 State of Texas2548 MUN 1,000,000.00882724RF6 10/01/2030 2,9222.42607/02/2021 858,780.00 1.480 1.5011,068,837.97 State of Texas2631 MUN 500,000.00882723A90 10/01/2025 1,0962.83112/07/2021 478,115.00 1.030 1.045526,190.39 University of California2077 MUN 1,500,000.0091412GQG3 05/15/2025 9573.05008/26/2019 1,444,770.00 1.930 1.9571,540,444.37 University of California2095 MUN 1,000,000.0091412GQG3 05/15/2025 9573.05009/09/2019 963,180.00 1.797 1.8211,030,451.61 University of California2685 MUN 440,000.0091412HGF4 05/15/2027 1,6871.31604/05/2022 378,087.60 3.028 3.070407,211.97 State of Utah1731 MUN 285,000.00917542QR6 07/01/2024 6394.55401/04/2017 284,997.15 2.904 2.944292,154.70 State of Utah2306 MUN 1,101,100.00917542QV7 07/01/2025 1,0043.53903/13/2020 1,080,806.73 1.948 1.9751,145,829.07 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 215 September 30, 2022 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 Washington1802 MUN 485,000.0093974CRC6 08/01/2024 6704.66905/23/2017 488,302.85 2.416 2.450502,985.22 State of Washington2196 MUN 500,000.0093974CRC6 08/01/2024 6704.66912/24/2019 503,405.00 1.978 2.005523,207.54 State of Wisconsin2547 MUN 2,000,000.0097705MNU5 05/01/2031 3,1342.45107/02/2021 1,683,580.00 1.553 1.5752,138,792.43 State of Wisconsin2574 MUN 1,500,000.0097705MNP6 05/01/2026 1,3082.08909/09/2021 1,381,590.00 0.739 0.7501,570,595.10 State of Wisconsin2576 MUN 1,000,000.0097705MNP6 05/01/2026 1,3082.08909/13/2021 921,060.00 0.769 0.7801,045,969.78 Yosemite Community College Dis2657 MUN 1,000,000.00987388GX7 08/01/2027 1,7652.08202/17/2022 885,180.00 2.053 2.0821,000,000.00 Yosemite Community College Dis2687 MUN 500,000.00987388GX7 08/01/2027 1,7652.08209/02/2022 442,590.00 3.846 3.900460,360.66 Subtotal and Average 205,721,271.10 202,276,100.00 185,831,891.08 2.050 2.078 1,579 Supranationals (World Bank) Bonds Inter-American Dev. Bank2528 IADB 2,000,000.004581X0DV7 04/20/2026 1,2970.87504/20/2021 1,772,620.00 0.910 0.9231,996,660.39 Inter-American Dev. Bank2586 IADB 2,000,000.0045818WDH6 06/17/2026 1,3550.80009/27/2021 1,762,780.00 0.914 0.9271,990,782.02 Inter-American Dev. Bank2652 IADB 1,000,000.004581X0EB0 01/13/2027 1,5651.50001/13/2022 894,130.00 1.504 1.525998,954.87 Inter-American Dev. Bank2655 IADB 1,000,000.004581X0EB0 01/13/2027 1,5651.50001/14/2022 894,130.00 1.518 1.540998,354.29 Intl Bk Recon & Development1976 IBRD 1,500,000.00459056LD7 01/19/2023 1107.62511/08/2018 1,515,870.00 3.111 3.1551,518,694.80 Intl Bk Recon & Development1982 IBRD 1,000,000.00459058GL1 09/27/2023 3613.00011/27/2018 986,150.00 3.018 3.060999,447.16 Intl Bk Recon & Development2470 IBRD 1,500,000.00459058JL8 10/28/2025 1,1230.50001/08/2021 1,334,400.00 0.480 0.4871,500,573.98 Intl Bk Recon & Development2492 IBRD 1,500,000.00459058JS3 02/10/2026 1,2280.65002/10/2021 1,295,130.00 0.641 0.6501,500,000.00 Intl Bk Recon & Development2497 IBRD 1,500,000.0045905U5Y6 02/18/2026 1,2360.60002/18/2021 1,317,495.00 0.591 0.6001,500,000.00 Intl Bk Recon & Development2498 IBRD 1,500,000.00459058JL8 10/28/2025 1,1230.50002/18/2021 1,334,400.00 0.591 0.6001,495,457.70 Intl Bk Recon & Development2510 IBRD 1,500,000.00459058JL8 10/28/2025 1,1230.50003/01/2021 1,334,400.00 0.787 0.7981,486,523.91 Intl Bk Recon & Development2534 IBRD 1,500,000.00459058JS3 02/10/2026 1,2280.65005/26/2021 1,295,130.00 0.833 0.8451,490,387.59 Intl Bk Recon & Development2553 IBRD 1,500,000.00459058JS3 02/10/2026 1,2280.65007/15/2021 1,295,130.00 0.839 0.8511,490,078.12 Intl Bk Recon & Development2559 IBRD 1,500,000.00459058JS3 02/10/2026 1,2280.65008/12/2021 1,295,130.00 0.871 0.8831,488,508.15 Intl Bk Recon & Development2650 IBRD 1,000,000.0045906M2L4 02/24/2026 1,2420.65001/07/2022 879,330.00 1.368 1.387975,737.39 Intl Bk Recon & Development2673 IBRD 1,000,000.0045906M2Z3 03/17/2025 8982.05003/17/2022 943,100.00 2.107 2.136997,949.07 International Finance Corp.2441 IFC 1,000,000.0045950VPE0 10/15/2025 1,1100.25010/30/2020 889,530.00 0.497 0.5041,000,000.00 International Finance Corp.2454 IFC 1,500,000.0045950VPH3 11/15/2025 1,1410.25011/30/2020 1,343,610.00 0.683 0.6921,500,000.00 International Finance Corp.2483 IFC 1,500,000.0045950VPJ9 01/15/2026 1,2020.58001/25/2021 1,324,770.00 0.501 0.5081,503,472.63 International Finance Corp.2502 IFC 1,500,000.0045950VPJ9 01/15/2026 1,2020.58002/11/2021 1,324,770.00 0.522 0.5301,502,422.73 International Finance Corp.2503 IFC 1,500,000.0045950VPS9 02/26/2026 1,2440.50002/26/2021 1,315,005.00 0.616 0.6251,493,728.10 International Finance Corp.2514 IFC 2,000,000.0045950VPT7 03/15/2026 1,2610.50003/15/2021 1,782,400.00 0.808 0.8192,000,000.00 International Finance Corp.2515 IFC 1,500,000.0045950VPU4 03/23/2026 1,2690.75003/23/2021 1,323,480.00 0.746 0.7571,499,624.40 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 216 September 30, 2022 Par Value Days To Maturity Maturity Date Current RateMarket Value Fund ALL - Portfolio Listings Investments by Fund Page 20 CUSIP Investment #Issuer Purchase Date Book Value YTM 360 YTM 365 Supranationals (World Bank) Bonds International Finance Corp.2517 IFC 2,000,000.0045950VPU4 03/23/2026 1,2690.75003/23/2021 1,764,640.00 0.887 0.9001,989,803.16 International Finance Corp.2532 IFC 1,500,000.0045950VPY6 05/15/2026 1,3220.50005/28/2021 1,334,730.00 1.006 1.0201,500,000.00 International Finance Corp.2654 IFC 1,000,000.0045950KCX6 10/08/2026 1,4680.75001/12/2022 869,100.00 1.518 1.540969,485.48 Subtotal and Average 37,386,645.94 37,500,000.00 33,421,360.00 1.009 1.023 1,174 Total Investments and Average 540,772,792.22 536,287,513.47 485,206,551.07 1.641 1.664 1,469 Portfolio CPA AP Run Date: 10/15/2022 - 03:37 FI (PRF_FI) 7.3.11 Report Ver. 7.3.11 13.b Packet Pg. 217 1 General Investment Guidelines:Full Compliance a) The max. stated final maturity of individual securities in the portfolio should be 10 years. b) A max. of 30 percent of the par value of the portfolio shall be invested in securities with maturities 28.98% beyond 5 years. c) The City shall maintain a minimum of one month's cash needs in short term investments. d) At least $50 million shall be maintained in securities maturing in less than 2 years. Plus two managed pool accounts which provide instant liquidity: - Local Agency Investment Fund (LAIF) - maximum investment limit is $75 million $17 million - Fidelity Investments $1.7 million e) Should market value of the portfolio fall below 95 percent of the book value, report this fact within a 89.72% reasonable time to the City Council and evaluate if there are risk of holding securities to maturity. d) Commitments to purchase securities newly introduced on the market shall be made no more than three (3) working days before pricing. f) Whenever possible, the City will obtain three or more quotations on the purchase or sale of comparable securities (excludes new issues, LAIF, City of Palo Alto bonds, money market accounts, and mutual funds). 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:Exceeded Limit 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.26.50% 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 40 percent of the par value of the portfolio.37.72% 5 Certificates of Deposit (CD):Full Compliance a) May not exceed 20 percent of the par value of the portfolio;None Held b) No more than 10 percent of the par value of the portfolio in collateralized CDs in any institution. c) Purchase collateralized deposits only from federally insured large banks that are rated by a nationally recognized rating agency (e.g. Moody's, Fitch, and/or Standard & Poor's). d) For non-rated banks, deposit should be limited to amounts federally insured (FDIC) e) Rollovers are not permitted without specific instruction from authorized City staff. 6 Banker's Acceptance Notes (BA):Full Compliance a) No more than 30 percent of the par value of the portfolio.None Held b) Not to exceed 180 days maturity. c) No more than $5 million with any one institution. $100.6 million 2.24% Attachment C Investment Policy Compliance As of September 30, 2022 Investment Policy Requirements Compliance Check / Actual 13.c Packet Pg. 218 Attachment C Investment Policy Compliance As of September 30, 2022 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.4.89% 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.4.68% 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 b) No more than 20 percent of the par value of the portfolio.6.99% 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 13.c Packet Pg. 219 City of Palo Alto (ID # 14625) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Information Reports City of Palo Alto Page 1 Title: FY 2022 Significant Gifts and Donations to the City From: City Manager Lead Department: Administrative Services This is an informational report and no Council action is required. Discussion The City of Palo Alto’s Policy and Procedure 1-18, Gifts and Donations to the City of Palo Alto, (Attachment A) requires annual reports to the City Council regarding significant gifts that have been accepted on behalf of the City. This policy was updated in October 2014, to help clarify reporting of significant gifts over $5,000 only. In compliance with this policy, Attachment B lists all significant gifts (over $5,000) received during Fiscal Year 2022. All gifts had a designated purpose as stated under the “Use of Gift” column. Staff monitors designated restrictions to comply with the Donor’s request. In addition, the Fair Political Practices Commission (FPPC) regulates gifts to employees. The regulations contain guidelines on when these types of gifts should be disclosed as gifts to the City. Gifts required to be disclosed pursuant to this regulation are now also reported on FPPC Form 801, and that gift information is now posted to the City Clerk’s web page as required by the FPPC. Annual reports of gifts will continue to be provided to the Council, and Form 801 information will be available on the City Clerk’s website throughout the year as gifts are received. Attachments: • Attachment14.a: Attachment A: Gifts to the City Policy 1-18 • Attachment14.b: Attachment B: FY 2022 Summary of Significant Gifts and Donations 14 Packet Pg. 220 POLICY AND PROCEDURES 1-18 Revised: October 1, 2014 Effective: December 1, 1989 GIFTS AND DONATIONS TO THE CITY OF PALO ALTO POLICY STATEMENT The purpose of this policy is to: •Establish uniform procedures for the receipt of gifts to the City of Palo Alto;•Cultivate and maintain an environment where residents and businesses want tocontribute to the City's programs and facilities;•Promptly acknowledge and express appreciation for the gifts;•Assure the gifts are properly inventoried, and Comply with the Political Reform Act and Fair Political Practices CommissionRegulations. It is essential that gifts be properly reported and reviewed carefully for impact on the City's resources and for consistency with City policies and procedures concerning cash handling and inventory. City employees are prohibited from accepting personal gifts (see Section 1301, Merit System Rules and Regulations). Gifts to elected and appointed City officials and “designated” City employees (see Palo Alto Municipal Code, Chapter 2.09) are also regulated by the State of California Fair Political Practices Commission. Applicability of this Policy The procedures stated in Section A apply to gifts offered or given to the City, gifts actively solicited by the City, and gifts from community groups that support various City operations (e.g. Friends of the Library, the Recreation Foundation, etc.). They do not apply to minor individual contributions which will be quickly consumed in a City- sponsored event, work contributed by individual volunteers, sponsorship of a City activity, or donations of advertising, publicity, graphics, etc. in exchange for City acknowledgment. The procedures are consistent with those applicable to grants and other funding requests (see Policy and Procedures 1-12). The Fair Political Practices Commission has adopted requirements (2 Cal.Code Regs. §18944.2) for reporting payments made to agencies that would otherwise constitute giftsto public officials. Payments may be considered gifts to the City when the City receivesand controls the payment, uses the payment for official business, and identifies therecipient. Such payments must be reported as provided in section B of this policy. Attachment A Attachment A - 1 14.a Packet Pg. 221 Table 1 summarizes acknowledgement and reporting requirements for gifts. PROCEDURES A.City Requirements for Accepting and Acknowledging Gifts Department heads, including Council Appointed Officers, are authorized to accept gifts tendered by cash or cash equivalents or by electronic funds transfers (e.g., ACH transfer, credit card payment or online gifts) on behalf of the City. The City Clerk’s Office will report on behalf of the City Council. Implementation of this policy is the responsibility of the department head, including Council Appointed Officers. Thresholds for implementation of the procedures vary with the category of the gift, as shown in Table 1. The estimated value of a gift is based on the donor's estimate. The City will not independently assign a value to the gift unless it is cash. Gifts accepted by the City become the property of the City of Palo Alto and are to be used for public benefit. Unless a special agreement concerning the ultimate disposition of the gift is entered into at the time the gift is accepted, it is understood that the City has sole authority to determine the use, transfer, handling, or disposition of the gift. Gifts made to officials directly or for which the donor donors designates by name, class, or other title the official who may use the payment are not gifts to the City, but rather individual gifts that may be required to be reported on FPPC Form 700. Employees may not accept individual gifts. Department heads should review material gifts to: •determine what the estimated costs to the City will be for any related installation,maintenance, operation, storage or liability that may be incurred by acceptance of theobject;•ensure that the gift is properly documented, catalogued, and/or inventoried in thedepartment and division records;•prepare and install an appropriate sign or nameplate consistent with the City’s namingpolicy; •ensure that the object will be satisfactorily maintained. Acknowledgment of Gifts The manner in which a gift is acknowledged must be appropriate to the nature of the gift and consistent with the donor's wishes. Attachment A Attachment A - 2 14.a Packet Pg. 222 1. Within thirty (30) days of receipt of a gift, the department head must send an acknowledgment letter if the gift is worth $100 or more, thanking the donor on behalf of the City of Palo Alto. a. The letter should clearly identify the gift and confirm the placement of the object that has been given to the City, or the use to which the gift will be devoted. b. Gifts to a governmental entity are treated similarly to charitable contributions for purposes of tax deductions. However, the donor will be responsible to the Internal Revenue Service and Franchise Tax Board for substantiating his or her own tax deduction. The City will not provide any tax services to donors. c. Except for gifts of cash or cash equivalents, where the donor amount is apparent, no dollar amount should be stated in the letter. Instead, the letter should contain the following paragraph: Your gift may be tax deductible. To determine the amount you may properly deduct for tax purposes, you should consult your tax preparer or tax attorney. d. The department head or his/her designee will sign the letter and forward a copy to the ASD Director. e. For a particularly significant gift (over $5,000), recipient department head in consultation with the ASD Director may ask that a letter be prepared for the Mayor's signature. 2. The recipient department head, in consultation with the ASD Director, will determine if the gift warrants a public announcement and in what manner it should be made. The donor will be notified in advance of any announcement, and has the right to request anonymity. 3. The ASD Director is responsible for: a. maintaining a record of all gifts that are accepted, including a description of the gift, the donor’s name and address (unless anonymous), the date the gift was received, and the disposition of the gift. b. reporting annually any significant gifts over $5,000 to the City Council regarding the gifts that have been accepted on behalf of the City. Attachment A Attachment A - 3 14.a Packet Pg. 223 4.Each department should also maintain a record of all gifts that are accepted, which includes a description of the gift, the donor's name and address, the date the gift was received, and the disposition of the gift. B.Fair Political Practices Commission Requirements for Accepting and Reporting Gifts to the City In addition to the requirements listed above, departments receiving gifts to the City must comply with Title 2 of the California Code of Regulations section 18944.2, summarized below: Payments or similar gifts that are controlled by the City and used for official City business may be considered gifts to the agency rather than gifts to an individual although the individual may receive a personal benefit from the payment, if all of the following requirements are met:. (1)City controls use of payment: The city manager or designee mustdetermine and control the City’s use of a payment. The donor may identifya purpose for the payment, but may not designate by name, title, class, or otherwise, the official/employee who may use the payment. The City Manager or designee shall select the individual(s) who will use the payment any may not select himself or herself as the user. (2)Official City business. The payment must be used for official City business. (3)Reporting. Within 30 days after use of the payment, the head of the department of the official/employee who used the gift must report thepayment on the Form 801 and forward it to the City Clerk. Form 801 isavailable at the Fair Political Practices Commission website online athttp://www.fppc.ca.gov. The City Clerk shall post a copy of the form orthe information in the form on the City website, and shall maintain theforms for a period of not less than four years. (4)Limitations on payments for travel. Payments for travel, includingtransportation, lodging, and meals, are not gifts to the City but areconsidered personal gifts or income that the official or employee may berequired to report on his or her FPPC Form 700 (a) if the donor designatesby name, title, class, or otherwise, the official or employee who may use the payment, (b) if the City Manager or designee has not preapproved the travel in writing by signing the Form 801 or other travel pre-approval in advance or the trip, and/or (c) to the extent that such payments exceed the Attachment A Attachment A - 4 14.a Packet Pg. 224 City’s reimbursement rates for travel, meals, lodging, and other actual and necessary expenses. NOTE: Questions and/or clarification of this policy should be directed to the Administrative Services Department. Questions and/or clarification of the Form 801 reporting requirements should be directed to the City Clerk or City Attorney’s Office. Attachments: Attachment A: Table 1- Summary of Gift Categories and Reporting Requirements Attachment A Attachment A - 5 14.a Packet Pg. 225 Table 1 Summary of Gift Categories and Reporting Requirements Gift Category Acknowledge‐ ment Letter Copy of acknowledge‐ ment to ASD? Account information re deposit to ASD? Form 801 to City Clerk? Other Requirements Cash or cash equivalent that will be used for official City business over $100 (cash, check, money order, travelers check, cashier’s check or online donation) X X X Cash or cash equivalent that will be used by an individual employee for official city business X X X X For payments used for official travel, see limitations set forth in policy section B(4). Stocks, other securities X X Contact ASD re deposition of this type of gift. The City’s investment policy (1‐39) precludes purchase of stocks, but the City may accept them as gifts if sold within a reasonable amount of time and ASD Director determines that cost of sale will not exceed cost of stock. Services (skilled services performed by a business or professional firm) X X Department head evaluates services to determine impact to department’s operating budget or CIP. Contact City’s Risk Manager to determine potential liability exposure. Material Gifts (Objects of art, equipment, property, other tangibles) X X If item has a value of $5,000 or more, also provide ASD Director with documentation regarding value of gift for fixed assets accounting. Real Property (Privately owned land and/or land improvements) All gifts require approval from ASD Real Estate Division and should be referred there. Real Estate/ASD will submit a written recommendation to the City Council for acceptance or rejection of the gift. Attachment A Attachment A - 6 14.a Packet Pg. 226 FY 2022 Gifts and Donations Attachment B Date Donor Dept Gift Use of Gift 1-Jul-22 Friends of the Palo Alto Library (FOPAL)Library $80,000.00 Library collection development and programming support 1-Aug-21 Sumeeta Vasishta CSD $20,000.00 Donation for the City of Palo Alto Adopt-a-park 3-Mar-22 Pacific Library Partnership (PLP)LIbrary $8,826.00 Redistribution of PLP funds for collections database purchases as per the California Library Services Act (CLSA) for Enki and OverDrive 23-Mar-22 Harumo Sato CSD $5,000.00 Gift of Artwork to the City's Permanent Collection of Public Art in accordance with CASP Agreement 14.b Packet Pg. 227 City of Palo Alto (ID # 14925) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Information Reports City of Palo Alto Page 1 Title: 2022 City Council Priorities - Major Projects Quarterly Update From: City Manager Lead Department: City Clerk Background This item will be a late packet release on November 3, 2022. 15 Packet Pg. 228 City of Palo Alto (ID # 14942) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Action Items City of Palo Alto Page 1 Title: Supplemental Report for Item #12: Legislative Update From: City Manager Lead Department: City Manager This supplemental memo is being transmitted to respond to evolving discussion and inquiry of the so-called “builder’s remedy” and specifically as it may relate to the Council’s discussion regarding its 2023 legislative workplan discussion. In the past few weeks, news media have reported that several developers in Southern California have filed applications for housing developments using the “builder’s remedy.” This FAQ provides information to community stakeholders regarding the builder’s remedy. What is the “builder’s remedy” and how does it work? The builder’s remedy refers to a provision of the Housing Accountability Act (HAA) that obligates a city that does not have a compliant housing element to approve certain housing projects even if they are inconsistent with local Zoning Code or the Comprehensive Plan. This provision has been in the HAA since 1990 but was rarely invoked before this year. When the builder’s remedy is available, a city cannot “disapprove” or “condition approval in a manner that renders the housing development project infeasible for [affordable housing].” A city can apply conditions that do not render the affordable elements of the project infeasible, but in practice, the builder’s remedy may require a city to approve a housing development that varies significantly from local code requirements. There are a number of open questions about how the builder’s remedy should be interpreted and applied. These issues will likely be determined by the courts in litigation involving California cities and local developers. A legislative solution might reduce the issues in contention, but at this time there has been no indication of legislative activity on the issue given legislative session has not yet started. What projects are eligible to use the “builder’s remedy”? The builder’s remedy applies to two different types of housing developments (projects where at least 2/3 of the square footage is residential): 12 Supplement Packet Pg. 229 City of Palo Alto Page 2 •Developments where at least 20% of the residential units are affordable to low-income households, which are households earning 80% or less of the Area Median Income (AMI); and •Developments where 100% of the residential units are affordable to moderate income households (households earning 100%-120% of AMI) or middle-income households (households earning up to 150% of AMI). In Santa Clara County, AMI for 2022 is $117,900 for single individuals, $134,800 for 2-person households, and $168,500 for 4-person households. When is the builder’s remedy available to developers? According to the California Department of Housing and Community Development (HCD)—the State agency charged with administering the Housing Element process—the builder’s remedy becomes available on the date provided in State law for cities in a region to adopt a compliant Housing Element. In Northern California, this date is February 1, 2023. (Southern California and Sacramento had earlier Housing Element adoption dates, which is why a number of projects invoking the builder’s remedy have already been filed in these regions.) Some jurisdictions have argued that a 120-day “grace period” after the Housing Element adoption date should apply; HCD recently opined, however, that there is no grace period for the builder’s remedy. What can Palo Alto do to preserve local control? It is important for Palo Alto to adopt a substantially compliant housing element as soon as possible. Staff and residents, including a Council-appointed Housing Element Working Group, have been working for many months to prepare a draft Housing Element for submission to HCD. Staff expects to submit the draft to HCD in December 2022. By law, HCD is permitted to use 90 days for initial review and comment. The City is able to adopt its Housing Element after responding to HCD’s comments and completion of the environmental analysis. Staff is aware that HCD may seek more than one round of revisions to a city’s initial Housing Element submittal. Depending on the nature and extent of recommended revisions, the City will evaluate whether to adopt the Housing Element while concurrently considering additional revisions that will result in HCD certification. In addition, upon City Council direction, the City’s legislative lobbyists can advocate with Palo Alto’s State representatives regarding potential State law changes to housing element deadlines or implementation of the builder’s remedy. Cities across the state are discussing this issue, so a coordinated approach may be possible. How can I learn more about the “builder’s remedy”? The Association of Bay Area Governments has issued a circular on the builder’s remedy here. Additional materials from law firms and experts are here and here. 16 Packet Pg. 230 12 Supplement City of Palo Alto (ID # 14838) City Council Staff Report Meeting Date: 11/7/2022 Report Type: Information Reports City of Palo Alto Page 1 Title: 2022 City Council Priorities - Major Projects Quarterly Update From: City Manager Lead Department: City Manager Information This is an informational report; no action is needed. This report provides progress updates on the 2022 City Council Priorities and associated workplan elements approved by the City Council in April 2022. Background Each year, the City Council reviews its priorities for the upcoming calendar year at its annual Council Retreat. A Council priority is defined as a topic that will receive significant attention during the year. The Palo Alto City Council convened to set its 2022 priorities on February 5, 2022, informed in part by community feedback through an online survey, e-mails to Councilmembers, and public participation during the City Council retreat. The City Council adopted four priorities for 2022, including: •Economic Recovery and Transition (ERT), •Climate Change - Protection and Adaptation (CCPA), •Housing for Social and Economic Balance (HSEB), and •Community Health and Safety (CHS). The major workplan elements for each priority are listed in Attachment A and a few projects are highlighted in the body of this report. Individual project updates can be found in Attachment B. These workplan elements, or “major projects”, provide context and enumerate the efforts underway to advance Council priorities. In addition to these major projects, there is a great deal of work being completed on other high-priority projects as directed by the City Council in addition to delivering 24/7 core services. In this time of resource challenges, the City continues to focus on maintaining core city services and managing the vulnerabilities and risks associated with available resources while pursuing the major projects listed in this report. Discussion Based on the City Council’s four 2022 adopted priorities, the following discussion presents the major workplan elements involved. The attached status update and tracking table includes the following columns: 15 Packet Pg. 231 15 Late Packet City of Palo Alto Page 2 •Project Target Start- indicates in which calendar quarter the project is targeted to begin. •Project Status- indicates whether a project is substantially complete, ongoing, not started, or dropped. Dropped projects may no longer be feasible or relevant. •Next Review Target Date- indicates in which calendar quarter the project can be expected to be reviewed by a legislative body. •Not Yet Resourced- Projects not yet resourced are still considered priorities but resources are not currently available or are otherwise “on hold.” While actual completion dates will vary, the workplan communicates the breadth and volume of concurrent activities. Projects that have been identified as priorities but where resources are not currently available will be considered as opportunities for new resources arise. A brief description of a few highlighted projects is included in the body of this report. The numbering of the major projects is consistent with the numbering presented in CMR 14103 approved by the City Council on April 4, 2022 (agenda item 15) for ease of tracking through the two documents. Of the 65 identified major projects supporting Council priorities, 12 have been completed, 11 have not yet started, the remaining 42 are mostly ongoing. Completed Ongoing Not Yet Started or Dropped Total ERT: Economic Recovery & Transition 1 11 1 13 CCPA: Climate Change Protection & Adaptation 0 8 0 8 HSEB: Housing for Social & Economic Balance 8 7 9 24 CHS: Community Health & Safety 2 17 1 20 TOTAL 12 42 11 65 ERT: ECONOMIC RECOVERY AND TRANSITION; I.COHESIVE VISION FOR OUR COMMERCIAL CORES Economic Recovery and Transition reflects evolution of the Community and Economic Recovery priority set by the City Council in 2021, and the ongoing work in this priority area aligns closely with the workplan that was approved and continues for this topic. 17 Packet Pg. 232 1515 Late Packet City of Palo Alto Page 3 The 2022 priority also includes looking at a cohesive vision for Palo Alto’s commercial cores. Project Highlights- ERT2. Economic Development Request for Proposal (RFP): The contract for development of a near-term and longer-term Economic Development Strategy was approved unanimously by the City Council on September 12, 2022. StreetSense was the firm selected and they will be participating in a City Council study session on November 7. ERT5. University Avenue Streetscape Design Project: Staff has begun the work to implement the community engagement strategy, complete data collection, develop concept alternatives, and prepare cost estimates, per the scope of work approved by Council. ERT6. California Avenue Closure: Council directed staff to return with a short-term recommendation on an interim design strategy for California Avenue and to explore whether the streets should remain closed or open to vehicular traffic. This work is underway, and staff anticipates returning to City Council with a progress update in winter 2022 or early 2023. A longer-term recommendation is pending a consultant Alternatives Analysis study. ERT7. Ramona Street Closure: Council directed staff to return with a short-term recommendation on whether Ramona should remain closed to vehicular traffic or open to vehicular traffic. Staff anticipates this work will be in tandem with the work for California Ave., building on lessons learned from the pandemic and preliminary engagement. As with California Ave., this work is underway, and staff anticipates returning to City Council with a progress update this winter. A longer-term recommendation for Ramona is also pending a consultant Alternatives Analysis study. CCPA. CLIMATE CHANGE - PROTECTION AND ADAPTATION Climate Change - Protection and Adaptation reflects the continuation of the Council priority set by the City Council in 2021. The ongoing work in this priority area continues the accomplishments achieved in calendar year 2021 and reflects next steps as part of that workplan and Council direction thus far. Project Highlights- CCPA1. Municipal Code Amendments to Facilitate PV, ESS, EVCS and Heat Pump (Water/Furnace) Installations: Identify municipal code requirements that may impede installation of electrification systems and recommend changes after public review before the Utilities Advisory Commission (UAC) and Parking and 17 Packet Pg. 233 1515 Late Packet City of Palo Alto Page 4 Transportation Commission (PTC) and transmit recommendations to the City Council. PTC review is expected in October 2023. CCPA4. Sustainability/Climate Action Plan (S/CAP) update: Council meetings on September 27, 2022, and October 3, 2022, included comprehensive discussions on the status of the S/CAP update and the S/CAP Ad Hoc Committee’s work and recommendations. Council accepted the full set of the draft S/CAP Goals and Key Actions, approved multiple actions allowing the new Advanced Heat Pump Water Heater Pilot Program to commence, and adopted a new goal to achieve carbon neutrality by 2030. With the draft Goals and Key Actions identified, staff is working to complete CEQA review of the S/CAP and to bring an updated 3- Year Workplan to Council for approval in December 2022. CEQA must be complete and certified before Council can approve or adopt the Goals and Key Actions. HSEB. HOUSING FOR SOCIAL AND ECONOMIC BALANCE Housing for Social and Economic Balance reflects the continuation of the Council priority set by the City Council in 2021. The ongoing work in this priority area continues the accomplishments achieved in calendar year 2021 and reflects next steps as part of that workplan and Council direction thus far. Project Highlights- HSEB1. HomeKey Application: The City and LifeMoves publicly received a $26.6M Homekey award notification on August 24, 2022. Staff is finalizing the agreement with the State for funding while also moving forward on a variety of agreements with LifeMoves, Santa Clara County Office of Supportive Housing, and the Santa Clara County Housing Authority in relation to building and operating the shelter. Construction is anticipated to begin in October/November 2022. Additionally, the Planning and Transportation Commission (PTC) forwarded a Comp Plan Amendment recommendation to the City Council amending the land use designation for a small portion of the 1237 San Antonio Road Homekey site. The amendment will create alignment between existing use and its designation. This item is anticipated to come before the City Council in December 2022. CHS. COMMUNITY HEALTH AND SAFETY: I.CRIME, MENTAL HEALTH, AIR QUALITY, NOISE, SENSE OF BELONGING Community Health and Safety has been interwoven in prior City Council priorities, including the previous priorities of Economic Recovery and Community Wellness and Wellbeing. As the community continues to recover from effects of the pandemic, this 17 Packet Pg. 234 1515 Late Packet City of Palo Alto Page 5 priority highlights the importance of quality-of-life resources in the community. Projects in this Council priority reflect the ongoing programs provided through Community Services and Public Safety, continuation of items established in 2021 for community wellness and wellbeing, and areas for new focus. Project Highlights- CHS4. Computer Aided Dispatch (CAD) Upgrade: The Police Department is working with its consortium partners (Mountain View and Los Altos) to identify a new CAD system to replace the legacy system version, the RFP document is expected to be completed in November 2022. Staff will return to Council with a recommendation for purchasing a new CAD system in early 2023. CHS5. Complete Reopening of Libraries: On May 10, 2022 the Library expanded hours, both Mitchell Park and the Rinconada Library open 5 days a week and the Children’s, Downtown and College Terrace Libraries opened 3 days. On June 20, 2022, the City Council adopted the FY23 budget to restore additional hours to the Library. This includes adding a fourth day of service to the Children’s, College Terrace and Downtown Libraries; and a sixth day to Mitchell Park and Rinconada Libraries; and the hiring of additional staff. The Library is working with the Human Resources Department to fill vacancies and move forward with the expansion of library hours. As staff vacancies are filled, the Library plans to phase the expansion of hours starting fall through the first trimester of 2023. Resource Impact Although there are no additional direct resource impacts for the projects described as occurring during the 2022 calendar year, several projects in this report are identified as either not yet being resourced or temporarily ‘on hold’. To appropriate resources for such projects, staff would need to be reallocated from existing work to those projects and additional appropriation actions would likely be necessary. Stakeholder Engagement Significant stakeholder engagement is planned across each of these workplan elements both internally and externally. Major community engagement plans were outlined in a Study Session with the City Council on March 14, 2022 at which time staff received Council input. To the extent the workplan elements are changed, adjustments to the community engagement plans will be evaluated based on staffing resources available and changes made within existing budgetary constraints, where possible. The staff report outlining engagement can be found here on page 181: <https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas- minutes/city-council-agendas-minutes/2022/20220314/20220314pccsm-amended-final- revised-ppt.pdf> 17 Packet Pg. 235 1515 Late Packet City of Palo Alto Page 6 Environmental Review The recommended action is not a project for the purposes of the California Environmental Quality Act. Attachments: •Attachment17.a:Attachment A - Major Projects by Council Priority •Attachment17.b:Attachment B- Major Projects by Council Priority Progress 17 Packet Pg. 236 1515 Late Packet Attachment A- Major Projects by Council Priority Calendar Year (CY) 2022 City Council Priorities: Major Projects by Priority Area Target Start Statu s Next Revie w Target Date Not Yet Reso u r ced Priority Area, Project Number, and Project Name ERT ‐ ECONOMIC RECOVERY AND TRANSITION CY23Q1/Q2 Ongoing CY23Q2 FC ‐ERT001 ERT1. Downtown Business Improvement District (BID) Pre‐CY22 Completed ‐ERT002 ERT2. Economic Development Request for Proposal (RFP) CY22Q1/Q2 Ongoing ‐ERT003 ERT3. Economic Development Committees for Downtown and California Avenue CY22Q3/Q4 Ongoing CY22Q4 CC ‐ERT004 ERT4. Retail and Retail‐Like Land Uses and CUP Thresholds CY22Q1/Q2 Ongoing ‐ERT005 ERT5. University Avenue Streetscape Design Project CY22Q1/Q2 Ongoing CY22Q4 CC ‐ERT006 ERT6. California Avenue Closure and feasibility study (closed to vehicles) CY22Q1/Q2 Ongoing CY22Q4 CC ‐ERT007 ERT7. Ramona Street Closure and feasibility study (closed to vehicles) Pre‐CY22 Ongoing CY22Q4 CC ‐ERT008 ERT8. Build Out Fiber Backbone as Foundation for Fiber‐to‐the‐Premises (FTTP) CY22Q3/Q4 Ongoing CY23Q1 CC ‐ERT009 ERT9. Electronic Plan Review RFP to integrate with Accela CY22Q3/Q4 Ongoing CY23Q1 CC ERT010 ERT10. Development of New Parking Facilities in the University Avenue Downtown (potential BMH site) Dropped ERT011 ERT11. California Avenue Subscription Parking Program (Commercial Uses) CY22Q3/Q4 Ongoing CY23Q1 PTC ERT012 ERT12. Citywide Retail Recovery Ordinance CY22Q1/Q2 Ongoing CY23Q2 PTC ERT013 ERT13. Retail Preservation CCAP ‐ CLIMATE CHANGE: PROTECTION AND ADAPTATION CY22Q3/Q4 Ongoing CY22Q4 ‐CCPA001 CCPA1. Municipal Code Amendments to Facilitate PV, ESS, EVCS and Heat Pump (Water/Furnace) Installations (see also CCPA002 & 005) CY22Q1/Q2 Ongoing ‐CCPA002 CCPA2. Permit/Inspection Streamlining for Electrification Projects (see also CCPA001 & 005) Pre‐CY22 Ongoing CY23Q1 CC ‐CCPA003 CCPA3. Valley Water Purified Water Facility at LATP Area B CY22Q1/Q2 Ongoing CY22Q4 CC ‐CCPA004 CCPA4. Sustainability/Climate Action Plan (S/CAP) update CY22Q1/Q2 Ongoing CY22Q3 CC ‐CCPA005 CCPA5. Residential Home Electrification Strategy (see also CCPA001 & 002) CY22Q1/Q2 Ongoing CY22Q3 UAC ‐CCPA006 CCPA6. Grid Modernization to Prepare for Electrification Pre‐CY22 Ongoing ‐CCPA007 CCPA7. Advanced Metering Infrastructure (AMI) Pre‐CY22 Ongoing ‐CCPA008 CCPA8. Commercial Electrification Retrofit HSEB ‐ HOUSING FOR SOCIAL AND ECONOMIC BALANCE Pre‐CY22 Completed ‐HSEB001 HSEB1. HomeKey Application CY22Q1/Q2 Completed ‐HSEB002 HSEB2. Parking in Lieu Downtown Office Parking Ban CY22Q1/Q2 Completed ‐HSEB003 HSEB3. SB35 Objective Standards Ordinance Pre‐CY22 Ongoing CY23Q4 CC ‐HSEB004 HSEB4. North Ventura Coordinated Area Plan (NVCAP) CY22Q1/Q2 Ongoing CY22Q4 CC ‐HSEB005 HSEB5. Housing Element Update Pre‐CY22 Ongoing HSEB006 HSEB6. Respond to Grand Jury Recommendations 9b, 10a, 12b CY22Q1/Q2 Completed ‐HSEB007 HSEB7. SB‐9 Urban Lot Split Interim Ordinance / SB‐9 Historic Resources Policy Discussion and Follow‐up Action CY22Q1/Q2 Completed ‐HSEB008 HSEB8. City/Sobrato Ad Hoc Discussion Regarding 340 Portage (& Related Code Interpretation) CY22Q1/Q2 Ongoing CY23Q1 CC ‐HSEB009 HSEB9. Accessory Dwelling Unit Regulations (Ordinance Update) CY22Q1/Q2 Ongoing CY22Q4 CC ‐HSEB010 HSEB10. Downtown Housing Master Plan CY22Q1/Q2 Completed ‐HSEB011 HSEB11. Renter Protection ‐ Tenant Relocation Assistance Pre‐CY22 Completed ‐HSEB012 HSEB12. Safe Parking Program CY22Q3/Q4 Completed ‐HSEB013 HSEB13. LifeMoves Operating/Lease Agreement Pre‐CY22 Not Started ‐HSEB014 HSEB14. SB‐9 Permanent Ordinance (Objective Standards / Urban Lot Splits) CY22Q3/Q4 Ongoing CY23Q1 CC ‐HSEB015 HSEB15. Renter Protection ‐ Rental Survey Pre‐CY22 Not Started X HSEB016 HSEB16. Renter Protection ‐ Just Cause Eviction Pre‐CY22 Not Started CY22Q4 CC HSEB017 HSEB17. Grand Jury Report Recommendation #3 CY23Q3/Q4 Not Started X HSEB018 HSEB18. Retail and Residential Parking Adjustment CY23Q3/Q4 Not Started X HSEB019 HSEB19. PHZ/PC Amendment to Allow Greater Height CY23Q3/Q4 Not Started X HSEB020 HSEB20. Inclusionary Housing Program CY23Q3/Q4 Not Started X HSEB021 HSEB21. Streamline Application Pre‐Screening Processing CY23Q3/Q4 Not Started X HSEB022 HSEB22. Commerical Office Zoning Adjustments Dropped X HSEB023 HSEB23. Residential Zoning Name Change CY23Q3/Q4 Ongoing CY23Q4 CC HSEB024 HSEB24. Grand Jury Report Recommendations #4 and #8 CHS ‐ COMMUNITY HEALTH AND SAFETY CY22Q1/Q2 Ongoing ‐CHS001 CHS1. Palo Alto Animal Shelter Services Review CY22Q1/Q2 Ongoing ‐CHS002 CHS2. Cubberley Next Steps CY22Q1/Q2 Ongoing ‐CHS003 CHS3. Improve Fire Safety in Foothills CY22Q3/Q4 Ongoing CY23Q1 CC ‐CHS004 CHS4. Computer Aided Dispatch (CAD) Upgrade CY22Q1/Q2 Ongoing ‐CHS005 CHS5. Complete Reopening of Libraries CY22Q3/Q4 Ongoing ‐CHS006 CHS6. Hire Ahead up to Five Police Officers Pre‐CY22 Completed ‐CHS007 CHS7. Rinconada Park Improvement Project CY22Q1/Q2 Completed CY23Q2 CC ‐CHS008 CHS8. Tree Protection Ordinance Update Pre‐CY22 Ongoing CY23Q1 CC ‐CHS009 CHS9. Public Safety Building Capital Project CY22Q1/Q2 Ongoing CHS010 CHS10. Newell Road Bridge Replacement (PE‐12011) Pre‐CY22 Ongoing CHS011 CHS11. Monitor and Respond to SFO/FAA Airplane Noise Issues CY22Q1/Q2 Ongoing CY22Q4 CC CHS012 CHS12. Provide and Promote Use of Unleaded Fuel at Palo Alto Airport Pre‐CY22 Ongoing CY22Q4 Compl ‐CHS013 CHS13. Sewer System Replacement Project 30 CY22Q1/Q2 Ongoing CHS014 CHS14. Evaluate Gym Feasibility CY22Q3/Q4 Ongoing ‐CHS015 CHS15. Emergency Plans Updates CY22Q3/Q4 Ongoing CY22Q4 CC ‐CHS016 CHS16. Gas‐Powered Leaf Blower Amendment CY22Q1/Q2 Ongoing ‐CHS017 CHS17. Fire Station 4 Project CY22Q1/Q2 Ongoing ‐CHS018 CHS18. Sewer System Laterals Repair and Replacement throughout the City CY22Q1/Q2 Ongoing ‐CHS019 CHS19. Water Main Replacement Project 28 CY23Q1/Q2 Not Started X CHS020 CHS20. Seismic and Resiliency Ordinance Total (65) 17.a Packet Pg. 237 1515 Late Packet ERT ‐ ECONOMIC RECOVERY AND TRANSITION ERT1. Downtown Business Improvement District (BID) Status: On Track Progress: 25% Update: Staff is working in partnership with the Chamber to re‐establish support for the BID, and explore options for the future of BID management, and the re‐establishment of the BID levy. On June 6, 2022 Council voted not to levy assessments against businesses within the Downtown Palo Alto Business Improvement District or FY 2023. Staff will continue work on this item and return to City Council for consideration of next steps for FY 2024. ERT2. Economic Development Request for Proposal (RFP) Status: Completed Progress: 100% Update: The contract for the development of a near‐term and longer‐term Economic Development Strategy was brought before the City Council on September 12, 2022 and approved unanimously. Streetsense was the firm selected and they will be participating in a study session to discuss the creation of a comprehensive economic development strategy at the City Council meeting on November 7. ERT3. Economic Development Committees for Downtown and California Avenue Status: On Track Progress: 60% Update: Staff is working on the establishment of Economic Development Committees, one focused on the University Avenue downtown area and another for the California Avenue area. Outreach to potential members of the committees has begun and scheduling of the first committee meetings will be the next step. ERT4. Retail and Retail‐Like Land Uses and CUP Thresholds: Status: On Track Progress: 85% Update: Staff brought a permanent ordinance before the Planning & Transportation Commission (PTC) for their recommendation to City Council on August 31, 2022. PTC recommended extending the interim ordinance, allowing more time to holistically address the City’s retail recovery strategy before adopting Attachment B- Major Projects by Council Priority Progress 17.b Packet Pg. 238 1515 Late Packet a permanent ordinance. It is anticipated that this will be brought before City Council in November 2022 with a recommendation to conclude this effort and focus more on ERT12 and ERT13. ERT5. University Avenue Streetscape Design Project Status: On Track Progress: 10% Update: Staff has begun the work to implement the community engagement strategy, complete data collection, develop concept alternatives, and prepare cost estimates, per the scope of work approved by Council in the consultant contract. ERT6. California Avenue Closure (closed to vehicular traffic) Status: On Track Progress: 40% Update: Council has asked staff to return with a short‐term recommendation on an interim design strategy for California Avenue to explore whether the streets should remain closed or should open to vehicular traffic. This work is underway, and staff anticipates returning to City Council with a progress update in winter 2022 or early 2023. A longer‐term recommendation is pending a consultant Alternatives Analysis study. ERT7. Ramona Street Closure (closed to vehicular traffic) Status: On Track Progress: 40% Update: Council has also asked staff to return with a short‐term recommendation on whether Ramona should remain closed to vehicular traffic or should open to vehicular traffic. Staff anticipates that the work for Ramona will be in tandem with the work for California Ave., building on lessons learned from the pandemic and preliminary engagement. As with California Ave., this work is underway, and staff anticipates returning to City Council with a progress update in winter 2022 or early 2023. A longer‐term recommendation for Ramona is also pending a consultant Alternatives Analysis study. ERT8. Build Out Fiber Backbone as Foundation for Fiber‐to‐the‐Premises (FTTP) Status: On Track Progress: 25% Update: On November 2, 2022 staff will present options for next steps to the Utilities Advisory Committee (CMR 14845) and will incorporate their feedback and direction into the item scheduled for City Council December 19, 2022 (CMR 14800). A joint Council/Utilities Advisory Committee study session was previously held on September 19, 2022. At that meeting, the Council and Committee discussed risks and advantages of City provided fiber and approved the current direction. ERT9. Electronic Plan Review RFP to integrate with Accela Status: On Track Progress: 60% Update: A Request for Proposals (RFP) was posted on August 22, 2022; vendor selection is targeted for the end of November. The City Council action to award the contract is expected to be brought forward in the first quarter of 2023. Attachment B- Major Projects by Council Priority Progress 17.b Packet Pg. 239 1515 Late Packet ERT10. Development of New Parking Facilities in the University Avenue Downtown (potential BMR site) Status: On Track Progress: 50% Update: The Request for Information (RFI) has been drafted and is expected to be posted no later than December 2022, with Council review expected in the first quarter of 2023. ERT11. California Avenue Subscription Parking Program (Commercial Uses) Status: Dropped Progress: 0% Update: Recent changes to State law (AB 2097) make this effort unnecessary. Commercial and residential land uses on California Avenue within ½ mile of qualifying public transit (Caltrain & certain bus lines) are exempt from parking requirements. Land uses, starting January 1, 2023, can intensify without the need of a subscription parking program. This program was intended to create an opportunity for restaurants and other more parking‐intensive land uses to establish on California Ave utilizing existing public parking resources. ERT12. Citywide Retail Recovery Ordinance Status: On Track Progress: 25% Update: As part of the development of a comprehensive economic development strategy (ERT2) Streetsense will conduct a retail market analysis. Data gathering, including stakeholder interviews, are underway. The report will outline retail best practices and recommendations and is expected to be completed in the summer of 2023. ERT13. Retail Preservation Status: On Track Progress: 25% Update: As part of the Citywide Retail and Recovery effort, a consultant is reviewing the City’s retail preservation policy and identifying potential implications that support or hinder the City’s policy interests and recommendations for change as appropriate. Consultant work is underway and expected to be shared with the Planning and Transportation commission by end of the second quarter 2023. Attachment B- Major Projects by Council Priority Progress 17.b Packet Pg. 240 1515 Late Packet CCAP ‐ CLIMATE CHANGE: PROTECTION AND ADAPTATION CCPA1. Municipal Code Amendments to Facilitate PV, ESS, EVCS and Heat Pump (Water/Furnace) Installations Status: On Track Progress: 25% Update: Identifies municipal code requirements that may impede installation of electrification systems and recommend changes after public review before the Planning and Transportation Commission (PTC) and transmit recommendations to the City Council. PTC review is expected by December 2022. CCPA2. Permit/Inspection Streamlining for Electrification Projects Status: On Track Progress: 75% Update: On January 10, 2022, Council adopted procedures for streamlining application review for Electric Vehicle Charging Stations (EVCS) and have been posted to the website. Implementation of the Solar App+ Pilot Program launched in 2022. CCPA3. Valley Water Purified Water Facility at LATP Area B Status: On Track Progress: 5% Update: A Council study session was held on September 22, 2022, to provide Council with a status update on the City’s efforts with Valley Water and the City of Mountain View to improve the quality of recycled water produced by the City and increase water reuse at the regional level. CCPA4. Sustainability/Climate Action Plan (S/CAP) update Status: On Track Progress: 75% Update: Council meetings on September 27, 2022, and October 3, 2022, included comprehensive discussions on the status of the S/CAP update and the S/CAP Ad Hoc Committee’s work and recommendations. Council accepted the full set of the draft S/CAP Goals and Key Actions, approved multiple actions allowing the new Advanced Heat Pump Water Heater Pilot Program to commence, and adopted a new goal to achieve carbon neutrality by 2030. With the draft Goals and Key Actions identified, staff is working to complete CEQA review of the S/CAP and to bring an updated 3‐Year Workplan to Council for approval in December 2022. Attachment B- Major Projects by Council Priority Progress 17.b Packet Pg. 241 1515 Late Packet CCPA5. Residential Home Electrification Strategy Status: On Track Progress: 75% Update: Council approved funding for an Advanced Heat Pump Water Heater program in October 2022 with a goal of 1000 units by the end of 2023. Implementation is in progress. Staff and the Council S/CAP Ad Hoc Committee will bring an S/CAP to Council in December which will include additional residential electrification activities planned for 2023‐2025. CCPA6. Grid Modernization to Prepare for Electrification Status: On Track Progress: 70% Update: Staff anticipates providing an update regarding the City’s planned grid modernization, including the development of the systematic grid modernization project and incorporation of Goals and Key Actions for electrification. Review with Utilities Advisory Committee is expected in November 02, 2022. CCPA7. Advanced Metering Infrastructure (AMI) Status: On Track Progress: 20% Update: The project is in the Alpha phase, which includes testing meter configurations and software integrations. Due to supply chain issues and delay of electric meter delivery, the Beta start date of installing 1,000 electric, gas, and water AMI meters has been moved to the end of 2022. As part of the Beta phase, we will be installing AMI meters for the electrification and grid modernization project to gather more data for transformer load analysis and time‐of‐use rate design. Full implementation of the program is expected to begin in the summer of 2023 through beginning of 2025. CCPA8. Commercial Electrification Retrofit Status: On Track Progress: 25% Update: A business pilot program for electrification of commercial kitchens and heating, ventilation, and air conditioning (HVAC) units is currently underway and early projects are being evaluated. The Council adopted an all‐electric commercial building mandate in October 2022 for new construction. Staff and the Council S/CAP Ad Hoc Committee will bring an S/CAP to Council in December which will include additional commercial electrification activities planned for 2023‐2025. Attachment B- Major Projects by Council Priority Progress 17.b Packet Pg. 242 1515 Late Packet HSEB ‐ HOUSING FOR SOCIAL AND ECONOMIC BALANCE HSEB1. HomeKey Application Status: Completed Progress: 100% Update: The City and LifeMoves publicly received a $26.6M Homekey award notification on August 24, 2022. Staff is finalizing the agreement with the State for funding while also moving forward on a variety of agreements with LifeMoves, Santa Clara County Office of Supportive Housing, and the Santa Clara County Housing Authority in relation to building and operating the shelter. Construction is anticipated to begin in November 2022. Additionally, the Planning and Transportation Commission (PTC) forwarded a Comp Plan Amendment recommendation to the City Council amending the land use designation for a small portion of the 1237 San Antonio Road Homekey site. The amendment will create alignment between existing use and its designation. This item is anticipated to come before Council in December 2022. HSEB2. Parking in Lieu Downtown Office Parking Ban Status: Completed Progress: 100% Update: Staff is working with Rail Committee in performing additional studies and refinement of underpass alternatives as directed by the Council. Staff will report to Council for approval as recommended. HSEB3. SB35 Objective Standards Ordinance Status: Completed Progress: 100% Update: Ordinance was adopted (PAMC 18.24) in June 2022, converting existing subjective development standards to objective standards for qualifying housing and mixed‐use housing projects. HSEB4. North Ventura Coordinated Area Plan (NVCAP) Status: On Track Progress:40% Update: Council approved a contract amendment with existing consultant in June 2022 to create a coordinated area plan for North Ventura. The Plan will facilitate development of a walkable, mixed‐use neighborhood with multifamily housing, commercial services, and well‐defined connections to transit, Attachment B- Major Projects by Council Priority Progress 17.b Packet Pg. 243 1515 Late Packet bicycle, and pedestrian facilities. The Refined Alternative Plan is scheduled for Council endorsement on October 24, 2022; following endorsement, CEQA technical studies will commence. February through July 2023, staff will hold public meetings with the Planning and Transportation Commission and Architectural Review Board, and prepare and publish the CEQA document and Draft Plan. August 2023 is the target month for Council to certify the CEQA document and adopt the Plan; the Plan must be adopted by December 1, 2023, to avoid forfeiting grant funding. HSEB5. Housing Element Update Status: On Track Progress: 40% Update: A draft of the Housing Element is proposed for Council review in November 2023. It will incorporate prior Council direction on other housing topics, including outstanding items from the 2018/2019 Housing Work Plan and recent renter protection policy initiatives adopted by the City Council. The Housing Element will also include an implementation schedule to complete various policies over the next eight‐year housing cycle. HSEB6. Respond to Grand Jury Recommendations #9b, #10a, #12b Status: On Track Progress: 66% Update: Recommendation 9b of the report stated that the City explore combining the Planning and Transportation Commission and Architectural Review Board into a single review in order to streamline processes. In June 2022, Council approved an ordinance to streamline 100% of affordable housing projects by eliminating the legislative review component. Other qualifying projects that meet the City’s Objective Standards are required to have only one courtesy review. Recommendation 10a calls for an Affordable Housing Manager responsible for ensuring the City meets its housing target and coordinates among key stakeholders. This recommendation was considered during the FY 2023 budget process but no position was added. Recommendation 12b requires further analysis and outreach to discuss with Santa Clara County the possibility of entering a memorandum of understanding to leverage Measure A funds. Discussions are pending. HSEB7. SB‐9 Urban Lot Split Interim Ordinance / SB‐9 Historic Resources Policy Discussion and Follow‐ up Action Status: Completed Progress: 100% Update: Council adopted interim and emergency ordinances in December 2021 establishing objective development standards for R1 urban lot splits (subdivision) authorized by SB 9, with follow up meetings in early 2022. Staff provided information regarding potential implications for potentially historic resources, which led to Council authorizing implementation of a Comp Plan policy to update the Historic Inventory to include properties previously found eligible for National and California registers (not yet commenced). The Interim ordinance continues to be in effect for a second year. HSEB8. City/Sobrato Ad Hoc Discussion Regarding 340 Portage (& Related Code Interpretation) Status: Completed Progress: 100% Attachment B- Major Projects by Council Priority Progress 17.b Packet Pg. 244 1515 Late Packet Update: At the recommendation of Council, an ad hoc committee was formed to explore potential shared redevelopment interests for the project site with Sobrato Organization representatives. After six months of meetings, a Council study session was held on August 1, 2022, to receive public input on Initial Negotiated Terms and Conduct a preliminary screening for anticipated Development Agreement and associated zoning. On October 12 and 26, the Planning and Transportation Commission held public study sessions enabling public comments on the Draft EIR for the Development Agreement, Planned Community Zoning, and Tentative Map, to allow redevelopment of the 14.65‐acre site. HSEB9. Accessory Dwelling Unit Regulations (Ordinance Update) Status: On Track Progress: 75% Update: Prepare an ordinance(s) that responds to changes required by HCD to ensure the City's local Accessory Dwelling Units (ADU) regulations comply with State law; propose other ordinance modifications based on Council direction for additional community outreach. The Planning and Transportation Commission reviewed a draft ordinance in September 2022. Council is scheduled to receive the updated ordinance December 12, 2022; adoption is expected in early 2023. HSEB10. Downtown Housing Master Plan Status: On Track Progress: 15% Update: In April 2022 Council authorized City Manager to accept an $800K grant from Metropolitan Transportation Commission (MTC) to develop a downtown housing master plan intended to spur greater housing production in proximity to fixed transit centers. Council also initiated a planning process, directing staff to return to Council to identify goals for a Downtown Housing Plan. A consultant contract award is expected to be presented to Council in February 2023. HSEB11. Renter Protection ‐ Tenant Relocation Assistance Status: Completed Progress: 100% Update: January 31, 2022, Council adopted ordinance 5543 lowering the threshold from 50 units to 10 units. Enhanced property‐owner provided financial assistance to renters subject to no‐fault evictions in developments with 10 or more units. HSEB12. Safe Parking Program Status: Completed Progress: 100% Update: Adopted an interim ordinance amending Title 18 (zoning) of Palo Alto Municipal Code to temporarily allow overnight safe parking as an ancillary use to churches and religious institutions. HSEB13. LifeMoves Operating/Lease Agreement Status: Completed Progress: 100% Update: In collaboration with LifeMoves, the City’s partner for its Project HomeKey application, a letter of intent outlining operating agreement and/or lease agreement terms is currently in draft. Attachment B- Major Projects by Council Priority Progress 17.b Packet Pg. 245 1515 Late Packet HSEB14. SB‐9 Permanent Ordinance (Objective Standards / Urban Lot Splits) Status: Not Started Progress: 0% Update: Prepare an ordinance to codify SB‐9 objective development and urban lot split standards based on additional public outreach and public hearings before the Planning and Transportation Commission. Interim ordinance remains in effect, a limited number of SB9 project applications received. Outreach has not begun. HSEB15. Renter Protection ‐ Rental Survey Status: On Track Progress: 10% Update: On September 13, 2022, the Policy and Services Committee was presented with recommendations to expand, redesign, and recommend an implementation strategy for an updated rental survey including proposed fees, resources, and timeline. Staff will return to the Committee by late Spring with additional information on utilization of data collected. HSEB16. Renter Protection ‐ Just Cause Eviction Status: Not Started Progress: 0% Update: Prepare an ordinance to amend just cause eviction regulations to include properties built within the last 15 years, excluding units occupied less than a year or single‐family homes not owned by a corporation or renters who live in a duplex when one unit is owner occupied. This project has not been resourced. HSEB17. Grand Jury Report Recommendation #3 Status: Not Started Progress: 0% Update: Submit a recommended communication strategy to the City Council to increase community support for affordable housing. Implementation of this recommendation is expected by December 2022. HSEB18. Retail and Residential Parking Adjustment Status: Not Started Progress: 0% Update: Return to Council with an ordinance for the special commercial (CS) and CDC zones to reduce rental housing parking requirements to one space/unit and allow a maximum 1,500 square feet or retail use when more is required by the City's Retail Preservation Ordinance; these changes are intended to facilitate a 15% and 20% inclusionary requirement for rental housing in these districts respectively. This project has not been resourced. HSEB19. PHZ/PC Amendment to Allow Greater Height Status: Not Started Progress: 0% Update: Amend the code to allow greater height for Planned Home Zone (PHZ) projects beyond 50 feet and encroach into transitional height limits. This project has not been resourced. Attachment B- Major Projects by Council Priority Progress 17.b Packet Pg. 246 1515 Late Packet HSEB20. Inclusionary Housing Program Status: Not Started Progress: 0% Update: Engage the PTC and explore possible zoning amendments or other factors that could support a future 20 percent inclusionary requirement for ownership and rental housing. This project has been incorporated into the draft Housing Element as a future work item and is not yet resourced. HSEB21. Streamline Application Pre‐Screening Processing Status: Not Started Progress: 0% Update: Council directed to look at ways to streamline the pre‐screening process. This project has been incorporated into the draft Housing Element as a future work item and is not yet resourced. HSEB22. Commercial Office Zoning Adjustments Status: Not Started Progress: 0% Update: Adjust commercial zoning standard to further incentivize housing and disincentivize office development including, but not limited to, the CC2 district. This project has been incorporated into the draft Housing Element as a future work item and is not yet resourced. HSEB23. Residential Zoning Name Change Status: Dropped Progress: N/A% Update: Review changes to the designation of R‐1 Zoning to reflect the current zoning allowances for two Accessory Dwelling Units per parcel. Project is not feasible at this time. HSEB24. Grand Jury Report Recommendations #4 and #8 Status: On Track Progress: 50% Update: Recommendation #4 calls for a “lessons Learned” analysis from the 4‐year North Ventura Coordinated Area Plan (NVCAP) planning process. Create an improved process to bring residents to a shared understanding of the needs and complexities of affordable housing development and include direct involvement of Palo Alto elected leaders in community outreach. Complete analysis pending conclusion of NVCAP process. Recommendation #8 has been completed, the City has published at least two years of Housing Element Annual Updates and cover memos. Instead of separating the Comprehensive Plan Updates as recommended by the Grand Jury Report, for the 2023 reporting period, staff will explore opportunities to improve readability and format to achieve the report recommendation. Attachment B- Major Projects by Council Priority Progress 17.b Packet Pg. 247 1515 Late Packet CHS ‐ COMMUNITY HEALTH AND SAFETY CHS1. Palo Alto Animal Shelter Services Review Status: On Track Progress: 20% Update: In collaboration with the City’s current service provider Pets in Need (PIN), work to review services, infrastructure needs, and determine next steps such as contract negotiations and approvals. The PIN Contract has been extended to May 2023; and progress has been made on negotiating a Term Sheet framework for a new Agreement. CHS2. Cubberley Next Steps Status: On Track Progress: 10% Update: Updates on next steps regarding use of the Cubberley Community Center include communication with PAUSD on potential land acquisition at Cubberley. Staff is determining next steps for repair of Cubberley Gyms A and B, which have been closed since February 2022 due to damage caused by water line breaks. CHS3. Improve Fire Safety in Foothills Status: On Track Progress: 75% Update: OES continues to participate in the South Bay Incident Management Team (SB‐IMT), lead a multi‐departmental Foothills Fire Management Plan group, and lead the Silicon Valley Homeland Security Coordination Group (SV‐HSCG). Equipment improvements include early fire detection, thanks to partnership with alertwildfire.org. OES is also working on the deployment of solar battery back‐up improvements in key locations to keep equipment online when electricity may be disrupted or disconnected during a fire. CHS4. Computer Aided Dispatch (CAD) Upgrade Status: On Track Progress: 10% Update: The Police Department is working with its consortium partners (Mountain View and Los Altos) to identify a new CAD system to replace the legacy system version, the RFP document is expected to be Attachment B- Major Projects by Council Priority Progress 17.b Packet Pg. 248 1515 Late Packet completed in November 2022. Staff will return to Council with a recommendation for purchasing a new CAD system in early 2023. CHS5. Complete Reopening of Libraries Status: On Track Progress: 90% Update: On May 10, 2022 the Library expanded hours, both Mitchell Park and the Rinconada Library open 5 days a week and the Children’s, Downtown and College Terrace Libraries opened 3 days. On June 20, 2022, the City Council adopted the FY23 budget to restore additional hours to the Library. This includes adding a fourth day of service to the Children’s, College Terrace and Downtown Libraries; and a sixth day to Mitchell Park and Rinconada Libraries; and the hiring of additional staff. Library is working with the Human Resources Department to fill vacancies and move forward with the expansion of library hours. As staff vacancies are filled, the Library plans to phase the expansion of hours starting this fall through first trimester of 2023. CHS6. Hire Ahead up to Five Police Officers Status: On Track Progress: 80% Update: As authorized by Council as part of the FY 2022 Mid‐Year Budget review, maintain a pipeline of recruits for police officer staffing including up to an additional five (5) officers via a hire‐ahead program. To date, three new officers have been hired and are currently undergoing the department’s field training program. CHS7. Rinconada Park Improvement Project Status: Completed Progress: 100% Update: In partnership with Community Services Department and City Manager’s Office, organized a joint Rinconada Park/Palo Alto Junior Museum & Zoo community event. CHS8. Tree Protection Ordinance Update Status: Completed Progress: 100% Update: On June 6, 2022, Council adopted an ordinance amending Title 8 of the Palo Alto Municipal Code to expand tree protection to include additional protected tree species, revise grounds for tree removal, and make clarifying changes. Additional considerations were referred to the Planning and Transportation Commission and the Parks and Recreation Commission. CHS9. Public Safety Building Capital Project Status: On Track Progress: 60% Update: Continue construction of the new facility in the California Avenue area including build and fixtures, furniture, and equipment, with the Public Safety Building construction scheduled to be completed in fall 2023. Attachment B- Major Projects by Council Priority Progress 17.b Packet Pg. 249 1515 Late Packet CHS10. Newell Road Bridge Replacement (PE‐12011) Status: On Track Progress: 70% Update: Complete design and right‐of‐way acquisition, obtain regulatory permits, and seek programming of construction funding by Caltrans to allow construction to begin in calendar year 2023. CHS11. Monitor and Respond to SFO/FAA Airplane Noise Issues Status: On Track Progress: 75% Update: Complete consultant review of SFO Ground Based Augmentation System (GBAS) proposal and consider submitting a comment letter, while tracking other issues that may arise. Council held a study session in August 2022 to discuss updates. CHS12. Provide and Promote Use of Unleaded Fuel at Palo Alto Airport Status: On Track Progress: 50% Update: Complete upgrades at airport facilities to provide for the sale of unleaded fuel, bring unleaded fuel to the airport, and work with users to promote use of the fuel. Next steps include tank recoating and execution of a contract for piping unleaded fuel. CHS13. Sewer System Replacement Project 30 Status: On Track Progress: 90% Update: 10‐19‐22 There have been delays due to unforeseen field conditions, so the project is now anticipated to be completed around beginning of January 2023. Contractor started construction on March 28, 2022. The work along the E. Charleston Corridor was completed in April, and now work is being performed in the Ventura area (east side of El Camino Real). The project is anticipated to be completed by November 2022. CHS14. Evaluate Gym Feasibility Status: On Track Progress: 30% Update: On March 7, 2022, Council directed staff and the Parks and Recreation Commission to conduct public outreach on a new gym, including location, siting, gym features, cost estimates, funding timeline, demand assessment and prioritization of projects, and to investigate fundraising. CHS15. Emergency Plans Updates Status: On Track Progress: 25% Update: OES will be coordinating with the County on updates to emergency plans, including the Palo Alto Local Hazard Mitigation Plan (LHMP). See also CHS3. Council received a progress report on September 12, 2022. Extensive community engagement is planned in the coming months, with final recommendations and adoption of the plan targeted for 2023. Attachment B- Major Projects by Council Priority Progress 17.b Packet Pg. 250 1515 Late Packet CHS16. Gas‐Powered Leaf Blower Amendment Status: On Track Progress: 25% Update: Specifically cite those that employ and those that operate gas‐powered blowers in residential districts; modify citation authority that prevents immediate citation issuance upon violation. A Council study session is planned for January 2023. CHS17. Fire Station 4 Project Status: On Track Progress: 25% Update: Council approved the design contract in May 2022, with a schedule to complete schematic design and begin design development stage to allow construction to begin in Fiscal Year 2024. CHS18. Sewer System Laterals Repair and Replacement throughout the City Status: On Track Progress: 25% Update: 10.20.22 Casey Construction has replaced 21 laterals so far. We have more lateral replacements and main repairs planned. As part of the Sanitary Sewer Maintenance Program (SSMP), the City’s goal is to inspect and clean 3,300 sewer laterals annually out of the approximate 18,000 City owned sewer laterals. Currently there are approximately 188 sewer laterals on the priority 1 list to be replaced to minimize sanitary sewer overflows and reduce annual inspections. CHS19. Water Main Replacement Project 28 Status: On Track Progress: 34% Update: 10.20.22 Barron Park and adjacent El Camino work is nearly complete. Dinah Court work has begun. Edgewood Drive will be next after Dinah Court. Anticipated project completion is early November 2023. Contractor started construction on April 18, 2022. Anticipated project completion is early November 2023. The first phase is in Barron Park neighborhood around Matadero Avenue and includes some pipe replacement on the west side of El Camino. CHS20. Seismic and Resiliency Ordinance Status: Not Started Progress: 0% Update: Comprehensively update the City’s seismic rehabilitation ordinance with mandatory and voluntary measures to seismically strengthen vulnerable buildings. Project is expected to be resourced in early 2023. Attachment B- Major Projects by Council Priority Progress 17.b Packet Pg. 251 1515 Late Packet