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Home My WebLink About2025-11-17 City Council Agenda PacketCITY COUNCIL Regular Meeting Monday, November 17, 2025 Council Chambers & Hybrid 5:30 PM Amended Agenda Amended agenda items appear below in RED (Time Estimates Updated) Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. Information on how the public may observe and participate in the meeting is located at the end of the agenda. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org. VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900-6833 PUBLIC COMMENTS General Public Comment for items not on the agenda will be accepted in person for up to three minutes or an amount of time determined by the Chair. General public comment will be heard for 30 minutes. Additional public comments, if any, will be heard at the end of the agenda. Public comments for agendized items will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. Requests to speak will be taken until 5 minutes after the staff’s presentation or as determined by the Chair. Written public comments can be submitted in advance to city.council@PaloAlto.gov 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 subject line. PowerPoints, videos, or other media to be presented during public comment are accepted only by email to city.clerk@PaloAlto.gov at least 24 hours prior to the meeting. Once received, the 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. Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks, posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do not create a facility, fire, or safety hazard; and (3) persons with such items remain seated when displaying them and must not raise the items above shoulder level, obstruct the view or passage of other attendees, or otherwise disturb the business of the meeting. TIME ESTIMATES 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. 1 November 17, 2025 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. CALL TO ORDER CLOSED SESSION 1.CONFERENCE WITH CITY ATTORNEY - EXISTING LITIGATION Swinerton v. City of Palo Alto (JAMS Reference #:5100003409) Authority: Government Code Section 54956.9(d)(1) Item Removed Off Agenda AGENDA CHANGES, ADDITIONS AND DELETIONS PUBLIC COMMENT (5:35 - 6:05 PM) Members of the public may speak in-person ONLY to any item NOT on the agenda. 1-3 minutes depending on number of speakers. Public Comment is limited to 30 minutes. Additional public comments, if any, will be heard at the end of the agenda. COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:05 - 6:20 PM) Members of the public may not speak to the item(s). CONSENT CALENDAR (6:20 - 6:25 PM) Items will be voted in one motion unless removed from the calendar by three Council Members. 2.Approval of Minutes from November 3, 2025 Meeting 3.Climate Action and Sustainability Committee Recommendation to Approve Program Design Guidelines for Successor to Multi-family Electric Vehicle Charger Program; CEQA Status - Not a Project 4.Climate Action and Sustainability Committee Recommendation to Approve Program Design Guidelines for the Advanced Packaged HVAC Pilot Program; CEQA Status – Categorically Exempt Under CEQA Guidelines Section 15302 (Replacement of Existing Facilities) 5.Review and Approve the Williamson Act Contract Renewals Within Palo Alto City Limits (2025). 6.QUASI-JUDICIAL. 3200 Park/340 Portage: Final Map and Street Naming [25PLN-00104]: Request for a Final Map to Merge and Subdivide 11 Existing Parcels Totaling Approximately 14.65 Acres To Create Five Resulting Parcels, Consistent with the Approved Development Agreement and to Name the New Private Streets and Rename Portage Avenue. Authorization for the City Manager to Take All Actions Necessary to Acquire a 3.25 Acre Parcel by Grant Deed. Zone District: The Site Has a Split Zoning 2 November 17, 2025 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. Designation of Five Planned Community Zone Districts Where Each Zone District Aligns with the Resulting Parcels (PC 5596, PC 5597, PC 5598, PC 5599, PC 5600). CEQA Status: Council adopted resolution 10123 certifying the EIR for the project on September 12, 2023 (SCH # 2021120444). 7.Approval of Funding Agreements with Stanford University to Receive up to $600,000 and VTA for up to $456,000 to Partially Fund Palo Alto Link through June 2026, and Related Budget Amendments in the General Fund; CEQA status – not a project. 8.Approval of Contract No. C26196096 with Soudi Consultants, Inc. in an Amount Not-to- Exceed of $1,500,000 over a Period of Three Years to Provide As-Needed Electric Engineering Consulting Services for System Protection Related to Palo Alto’s Electric Sub- Transmission, Substations, and Distribution Systems, and Technical Training and Peer Review Services; CEQA Status: Exempt Under CEQA Guidelines Sections 15302, 15303, and 15183. CITY MANAGER COMMENTS (6:25 - 6:40 PM) BREAK (15 MINUTES) ACTION ITEMS (Item 9: 6:55 - 8:25 PM, Item 10: 8:25 - 9:25 PM, Item 11: 9:25 - 9:45 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters. 9.Approval of the Study and Assessment of Turf Systems: Findings and Recommendation for El Camino Park Synthetic Turf Replacement as Recommended by the Parks and Recreation Commission; CEQA status - categorically and statutorily exempt. 10.Review and Provide Feedback on an Analysis of a Conceptual Affordable Housing Project on Land to be Conveyed to the City and Associated With the Sobrato Development Agreement (340 Portage Avenue); Consideration and Possible Direction to Staff to Prepare a Future Request for Proposal for a Future Affordable Housing Project. CEQA Status: Not a Project. 11.Adopt a Resolution Establishing the City Council Annual Calendar of Meetings, Recesses, and City Council Events for the Calendar Year 2026; CEQA status – not a project ADJOURNMENT 3 November 17, 2025 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. INFORMATION REPORTS Information reports are provided for informational purposes only to the Council and the public but are not listed for action or discussion during this meeting’s agenda. A.Investment Activity Report for the First Quarter, Fiscal Year 2026. CEQA Status – Not a Project. B.Q2 CY 2025 Sales Tax Digest (April-June 2025) OTHER INFORMATION Standing Committee Meetings this week Rail Committee November 18, 2025 Finance Committee November 18, 2025 Policy & Services Committee November 19, 2025 Climate Action & Sustainability Committee November 20, 2025 Public Comment Letters Schedule of Meetings AMENDED AGENDA ITEMS 1.CONFERENCE WITH CITY ATTORNEY - EXISTING LITIGATION Swinerton v. City of Palo Alto (JAMS Reference #:5100003409) Authority: Government Code Section 54956.9(d)(1) Item Removed Off Agenda 4 November 17, 2025 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. 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@PaloAlto.gov. 2.For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item. 3.Spoken public comments for agendized items using a computer or smart phone 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. ◦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. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below. ◦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. ◦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. ◦When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments. 4.Spoken public comments for agendized items 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 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329-2550 (voice) or by emailing ada@PaloAlto.gov. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service. California Government Code §84308, commonly referred to as the "Levine Act," prohibits an elected official of a local government agency from participating in a proceeding involving a license, permit, or other entitlement for use if the official received a campaign contribution exceeding $500 from a party or participant, including their agents, to the proceeding within the last 12 months. A “license, permit, or other entitlement for use” includes most land use and planning approvals and the approval of contracts that are not subject to lowest responsible bid procedures and have a value over $50,000. A “party” is a person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use. A “participant” is a person who actively supports or opposes a particular decision in a proceeding 5 November 17, 2025 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. involving a license, permit, or other entitlement for use, and has a financial interest in the decision. The Levine Act incorporates the definition of “financial interest” in the Political Reform Act, which encompasses interests in business entities, real property, sources of income, sources of gifts, and personal finances that may be affected by the Council’s actions. If you qualify as a “party” or “participant” to a proceeding, and you have made a campaign contribution to a Council Member exceeding $500 made within the last 12 months, you must disclose the campaign contribution before making your comments. 6 November 17, 2025 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. City Council Staff Report Report Type: CONSENT CALENDAR Lead Department: City Clerk Meeting Date: November 17, 2025 Report #:2511-5415 TITLE Approval of Minutes from November 3, 2025 Meeting RECOMMENDATION Staff recommends that the City Council review and approve the minutes. ATTACHMENTS Attachment A: November 3, 2025 Draft Action Minutes APPROVED BY: Mahealani Ah Yun, City Clerk Item 2 Item 2 Staff Report Item 2: Staff Report Pg. 1 Packet Pg. 7 of 303 CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 4 Special Meeting November 3, 2025 The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 4:30 P.M. Present In Person: Burt, Lauing, Lu, Lythcott-Haims, Reckdahl, Stone Lythcott-Haims arrived at 4:33 P.M. Present Remotely: Veenker (Remote Teleconference Location: Arena Leme Hotel, Av. Atlantica 324, Leme, Rio de Janeiro, RJ, 22010-000, Brazil, Sala Pedro Leme (the Pedro Leme Room) Absent: Special Orders of the Day 1. Proclamation Expressing Appreciation to Fire Chief Geo Blackshire Upon His Retirement NO ACTION Agenda Changes, Additions and Deletions Public Comment Council Member Questions, Comments and Announcements Action Items 2. Approval of three reports: the City of Palo Alto Community Wildfire Protection Plan, the Emergency Preparedness: Wildfire Audit Report by the City Auditor (as recommended by the Policy and Services Committee), and Adopt a Resolution Approving the City of Palo Alto Emergency Operations Plan. CEQA status: not a Project Item 2 Attachment A - November 3, 2025 Draft Action Minutes Item 2: Staff Report Pg. 2 Packet Pg. 8 of 303 DRAFT ACTION MINUTES Page 2 of 4 Sp. City Council Meeting Draft Action Minutes: 11/03/2025 MOTION: Councilmember Stone moved, seconded by Councilmember Reckdahl to: 1. Adopt a resolution approving the City of Palo Alto Emergency Operations Plan (EOP), 2. Approve the City of Palo Alto Community Wildfire Protection Plan (CWPP) and authorize submittal to the County of Santa Clara, and 3. Approve the Emergency Preparedness: Wildfire Audit Report by the City Auditor (as recommended by the Policy & Services Committee). MOTION PASSED: 7-0 Closed Session 3. CONFERENCE WITH CITY ATTORNEY-POTENTIAL LITIGATION Subject: Initiation of litigation in one case Authority: Potential Exposure to Litigation Under Government Code Section 54956.9(d)(4) Number of potential cases: 1, as Plaintiff. 4. Public Employee Performance Evaluations Authority: Cal. Gov. Code section 54957 (b) Title: City Manager MOTION: Councilmember Reckdahl moved, seconded by Councilmember Lythcott-Haims to go into Closed Session. MOTION PASSED: 7-0 Council went into Closed Session at 6:38 P.M. Council returned from Closed Session at 10:26 P.M. Mayor Lauing announced no reportable action. Consent Calendar MOTION: Councilmember Reckdahl moved, seconded by Councilmember Lythcott-Haims to approve Agenda Item Numbers 5-10, 12-13 (Agenda Item Number 11 Removed Off Agenda). MOTION PASSED: 6-0-1, Veenker Absent 5. Approval of Minutes from October 15, October 20, and October 22, 2025 Meetings Item 2 Attachment A - November 3, 2025 Draft Action Minutes Item 2: Staff Report Pg. 3 Packet Pg. 9 of 303 DRAFT ACTION MINUTES Page 3 of 4 Sp. City Council Meeting Draft Action Minutes: 11/03/2025 6. FIRST READING: Adoption of an Ordinance Repealing Chapter 15.04 of the Palo Alto Municipal Code and Adopting a New Chapter 15.04, the California Fire Code (2025 Edition) With Local Amendments and Related Findings. CEQA Status: Exempt Pursuant to Section 15061 of the CEQA Guidelines. 7. Approval of Budget Amendments in the Local Housing Trust Fund, Residential Housing In-Lieu Fund, Residential Housing Impact Fee Fund, and Commercial Housing Impact Fee Fund to Reflect Prior City Council Funding Commitments for the Development of 3001 El Camino Real 100% Affordable Multi-Family Housing Project; CEQA Status: Not a Project. 8. Approval of Professional Services Contract Number C26194191 with TJC and Associates, Inc. in the Amount Not-to-Exceed $242,483 for Dahl & Park Reservoirs Structural Evaluation and Condition Assessment. CEQA Status – Exempt Under CEQA Guidelines Sections 15061(b)(2) and (b)(3). 9. Adoption of a Resolution Approving The Palo Alto Museum‘s Facility Naming Plan for the Roth Building; CEQA status – not a project. 10. Approval and Authorization for the City Manager or Designee to Execute Purchase Orders as Needed with the Okonite Company for Underground Cable for the Utility's Electric Underground System in an Annual Amount of $800,000 for a Total Not-to- Exceed Amount of $4,000,000 for a Period of Five (5) Years. CEQA Status: Not a Project. 11. Approval of Seven Items to Support the Automated Weather Observation System Project, AP-19000, at Palo Alto Airport: 1) Approval of Construction Contract No. C26194026 with Vellutini Corporation DBA Royal Electric Company, in an Amount Not to Exceed $1,699,810; 2) Authorization for the City Manager or Designee to Negotiate Change Orders Up to a Not-to-Exceed Amount of $254,971; 3) Approval and Authorization for the City Manager or Designee to Execute Contract Amendment 3 to Contract No. C21178372C with C&S Engineers, Inc. for a Not-to-Exceed Amount of $464,613 and a Contract Extension Through December 31, 2026; 4) Authorization and Approval for the City Manager or Designee to Execute Contract Amendment 1 to Contract No. C21178372B with Burns & McDonnell for a Contract Extension Through December 31, 2026; 5) Approval and Authorization for the City Manager or Designee to Execute Contract Amendment 1 to Contract No. C211783782A with Centurion Planning & Design LLC to extend the contract term through December 31, 2027; 6) Adoption of a Resolution Authorizing the Submittal of Applications and Execution of Grant Agreements with the California Department of Transportation for Airport Improvement Program Matching Grants; and 7) Approval of a Budget Amendment in the Airport Enterprise Fund; CEQA Status - Exempt Under CEQA Guidelines Section 15302 (Agenda Item Number 11 Removed Off Agenda) 12. Approve a Cost-Sharing Agreement with Stanford University Not-to-Exceed $878,200 for Design and Engineering Services for the Quarry Road Improvements and Transit Center Item 2 Attachment A - November 3, 2025 Draft Action Minutes Item 2: Staff Report Pg. 4 Packet Pg. 10 of 303 DRAFT ACTION MINUTES Page 4 of 4 Sp. City Council Meeting Draft Action Minutes: 11/03/2025 Access Capital Project (PL-16000) and approve budget amendments in the General Fund, Capital Improvement Fund, and the Stanford University Medical Center (SUMC) Fund; CEQA status – statutorily exempt under Pub. Res. Code § 21080(b)(12). 13. Approval of the Acceptance of State of California Citizens Options for Public Safety (COPS) Funds of $211,715 and a Budget Amendment in the Supplemental Law Enforcement Services Fund for municipal police service expenses; CEQA status – not a project. City Manager Comments Ed Shikada, City Manager Study Session 14. Establishing the City Council Annual Calendar of Meetings, Recesses, and City Council Events for the Calendar Year 2026; CEQA status – not a project NO ACTION – Item deferred to a date uncertain. Adjournment: The meeting was adjourned at 10:32 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. Item 2 Attachment A - November 3, 2025 Draft Action Minutes Item 2: Staff Report Pg. 5 Packet Pg. 11 of 303 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Public Works Meeting Date: November 17, 2025 Report #:2508-5087 TITLE Climate Action and Sustainability Committee Recommendation to Approve Program Design Guidelines for Successor to Multi-family Electric Vehicle Charger Program; CEQA Status - Not a Project RECOMMENDATION The Climate Action and Sustainability Committee and staff recommend that the City Council approve the Program Design Guidelines for Successor to Multi-family Electric Vehicle Charger Program to guide development of a revised multi-family electric vehicle (EV) charger program in the coming months. EXECUTIVE SUMMARY The City has had success expanding EV access for multi-family buildings with its current multifamily EV program, but this program’s success has required substantial incentive money, meaning it is not financially scalable. The City must experiment with new program financial models to provide service more broadly and at a greater scale. Gathering input from several multi-family EV charger installers and operators, staff developed the attached program design guidelines (Attachment A). The guidelines focus on financial models aimed at scaling installations communitywide and implementation strategies aimed at serving different types of multi-family buildings with different levels of EV adoption utilizing a variety of EV charging technologies. They focus on deploying shared charging at low levels of adoption and individual chargers where demand supports them. They specify grid-friendly installations and inclusion of active and shared transportation facilities where appropriate. And they highlight the need for complementary programming to help drive adoption of e-mobility and use of active and shared transportation. Since 2017, the City has run an EV Charger Rebate Program providing incentives and technical assistance to help multi-family property owners and condominium associations install EV charging. This program has to date resulted in 325 shared EV chargers across 26 multifamily residential buildings representing a total of 1,324 units, or about 12.4% of the multi-family units Item 3 Item 3 Staff Report Item 3: Staff Report Pg. 1 Packet Pg. 12 of 303 in Palo Alto. However, to reach the community’s climate goals, multi-family residents will need significantly greater EV charger access. The EV Charger Needs Assessment study done in support of the E-Mobility Strategic Roadmap1 found that providing EV charger access at home is more cost-effective than providing public charging to serve that same need. 2 BACKGROUND 3 requires that 55% of residents adopt EVs, including 33% of multi-family residents. As of the end of 2024, EVs accounted for 19.3% of all vehicle registrations in Palo Alto; only 15.7% of all EVs in Palo Alto were registered to multifamily addresses, while 79.3% were registered to single family homes. EV charging access has been one of the major barriers to multi-family EV adoption as multifamily residents have little to no direct ability to install their own charging units and multifamily property owners/managers/HOAs often are dealing with competing priorities, may lack subject matter expertise, and face complex decision-making processes, challenging infrastructure installations, high out-of-pocket costs, and electric service capacity constraints when considering more comprehensive EV charging infrastructure projects. ANALYSIS 1 City Council, August 18, 2025, Staff and the Climate Action and Sustainability Committee Recommendation to Accept the E-Mobility Strategic Roadmap, Attachment B, https://cityofpaloalto.primegov.com/meetings/ItemWithTe 2 Climate Action and Sustainability Committee, September 19, 2025, Staff Report 2507-5023, Review and Discussio n of Design Guidelines for Successor to Current Multi-family Electric Vehicle Charger Program, https://cityofpaloalto .primegov.com/meetings/ItemWithTemplateType?id=9234&meetingTemplateType=2&compiledMeetingDocumen tId=16878 3 AECOM Palo Alto Action Impact Memo, June 7, 2021, page 10, https://www.paloalto.gov/files/assets/public/v/2/ sustainability/reports/aecom-palo-alto-action-impactmemo_final_rev-210607.pdf Item 3 Item 3 Staff Report Item 3: Staff Report Pg. 2 Packet Pg. 13 of 303 buildings and levels of EV adoption. These are discussed in more detail in the CASC report, but in summary: Financing: The current model for EV charger development, providing incentives to cover the majority of the cost, is not scalable to the entire community. These design guidelines envision a system of financing where the cost of repaying the original investment comes from charges to drivers and landlords while ensuring competitive charging rates. Technology and system design: Staff’s discussions with EV charging installers revealed a range of strategies for installing chargers, and these design guidelines envision a flexible program that can accommodate a wide range of strategies. Staff also received feedback on various aspects of the City’s permitting and interconnection requirements it will consider in designing the program. Risk Management: The program design guidelines envision a program that uses a range of different tools to deliver charging appropriate to the density of EV owners nearby, ranging from mobility hubs and on-street charging to shared on-site chargers to chargers in individual assigned spaces. Individual space installations would only be done when there are enough drivers in a building to make it worthwhile to install all the electrical upgrades needed for EV chargers in individual spaces. Complementary Programming and Grid Impacts: The design guidelines address grid impacts by incorporating load management systems and address risk by including outreach to EV drivers in the area to ensure chargers are used once installed. FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT Item 3 Item 3 Staff Report Item 3: Staff Report Pg. 3 Packet Pg. 14 of 303 CASC staff report but included extensive discussions on financing, permitting and interconnection, risk management, and outreach. 7 and unanimously recommended them for approval. Discussion and questions focused on public on-street charging, how financing for this program compares to other financing programs available in California, streamlining permitting and interconnection, funding sources, and transformer upgrade fees. ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: 7 Climate Action and Sustainability Committee, September 19, 2025, Staff Report 2507-5023, Review and Discussio n of Design Guidelines for Successor to Current Multi-family Electric Vehicle Charger Program, https://cityofpaloalto .primegov.com/meetings/ItemWithTemplateType?id=9234&meetingTemplateType=2&compiledMeetingDocumen tId=16878 Item 3 Item 3 Staff Report Item 3: Staff Report Pg. 4 Packet Pg. 15 of 303 Design Guidelines for Successor to Current Multi-Family Electric Vehicle Charger Program These design guidelines are meant to guide development of an electric vehicle (EV) charging program designed to meet current EV charging demands, anticipate market- and policy-driven charging trends, and inspire future electric charging demand specifically for the multi-family customer segment. Program goals and scope The program should: 1. Enable convenient, affordable, and accessible EV charging for multi-family residents 2. Pilot financial designs that can be deployed community-wide with little or no additional funding from the City 3. Enable participation by a wide range of EV infrastructure providers 4. Pilot options for participation by all feasible multi-family property sizes and ownership structures with varying levels of existing EV adoption Program financial design To ensure the program is cost-effective and scalable: 1. It should provide financing (rather than up-front incentives) such as charging as a service (CaaS) that aims to reduce the impact to a property owner’s balance sheet. 2. Subsidies should be temporary, and ideally should be repaid over time. Only designated affordable housing should receive subsidies not meant to be repaid. 3. The beneficiaries of the investment – e.g. drivers and landlords – should be responsible for the repayment financing and temporary subsidies, as: a. Drivers benefit by saving on fueling and car maintenance when buying an EV b. Landlords benefit from higher rents once EV charging becomes an amenity 4. Where a landlord or homeowner’s association (HOA) pays a share of up-front project costs, the program should enable that up-front investment to be repaid in a reasonable amount of time. 5. Charging rates resulting from the program should remain attractive to drivers. 6. Charging facilities should only be built if existing and anticipated future demand will support them. Program technical design To ensure the program is accessible to a wide range of infrastructure providers serving a range of needs in the multi-family space: 1. Develop program solutions compatible with EV chargers either 1) using separate meters and/or separate utility services, or 2) installed on existing house or unit meters. Item 3 Attachment A - Design Guidelines for Successor to Multi-family Electric Vehicle Charger Program Item 3: Staff Report Pg. 5 Packet Pg. 16 of 303 2. Upgrades to electrical infrastructure should be designed to accommodate or be easily upgraded to accommodate future on-site vehicle and building electrification, using load management and shared infrastructure to minimize the need for service upgrades. 3. The program should install facilities appropriate to the site’s EV adoption levels while enabling future expansion by using strategies such as: a. Installing chargers in individual spaces at a multi-family property when EV adoption is high enough to support cost recovery of the investment b. Installing shared chargers at a multi-family property when EV adoption is not high enough to support installation of chargers in individual spaces c. Deploying nearby public charging infrastructure (e.g. neighborhood EV charging hubs or on-street charging) when EV adoption within nearby properties does not yet support an on-site installation or when an on-site installation is technically or financially infeasible Complementary Infrastructure The program should involve deployment of infrastructure for alternative transportation (e.g. shared and micro mobility) in conjunction with EV chargers. Examples include: 1. Exterior e-bike and e-scooter charging infrastructure 2. Secure facilities for bicycles, e-bikes, and other small vehicles (interior or exterior) 3. Shared e-car, e-bike / bike, e-scooter / scooter, or other shared micromobility options Complementary Programming The program should involve outreach, engagement, and other customer-facing efforts that support the transition to e-mobility. Examples include: 1. EV advisor service / project management support to assist with technical equipment specifications, navigating City processes, connecting with contractors/EV service providers, and identifying/leveraging stackable funding opportunities 2. Property Owner / Asset Manager / HOA education and outreach campaigns, including multi-family focused EV charging workshops 3. EV and e-bike community events/showcases and educational workshops 4. Efforts that facilitate e-mobility adoption amongst income-qualified customers 5. EV-aligned building/zoning code updates and permit streamlining Electric Grid Compatibility The program should install facilities that minimize impact on the electric grid. Potential strategies include: 1. Low-power EV charging 2. Peak load and/or dynamic load management 3. EV demand response (via load management or vehicle to grid) Item 3 Attachment A - Design Guidelines for Successor to Multi-family Electric Vehicle Charger Program Item 3: Staff Report Pg. 6 Packet Pg. 17 of 303 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Public Works Meeting Date: November 17, 2025 Report #:2508-5088 TITLE Climate Action and Sustainability Committee Recommendation to Approve Program Design Guidelines for the Advanced Packaged HVAC Pilot Program; CEQA Status – Categorically Exempt Under CEQA Guidelines Section 15302 (Replacement of Existing Facilities) RECOMMENDATION The Climate Action and Sustainability Committee and staff recommend the City Council approve the Program Design Guidelines for an Advanced Packaged HVAC Pilot Program to guide development of a large-scale program to help non-residential community members replace packaged HVAC units. EXECUTIVE SUMMARY As part of the City’s Sustainability and Climate Action Plan (S/CAP), staff launched a pilot program in summer 2024 to encourage commercial customers to replace gas-fired packaged HVAC units with electric heat pump HVAC systems.1 To date, 14 customers have enrolled in the pilot, six projects have secured permits, and three projects have been completed. Preliminary results confirm that heat pump replacements are technically feasible and ranged from an 18% savings in up-front cost to a 40% additional cost compared to like-for-like gas system replacements. When there is additional cost, voluntary adoption can be difficult without financing options. Early projects also highlighted permitting challenges that add to overall project costs and complexity. While these requirements are necessary for safety and compliance, they can discourage voluntary adoption. A study of non-residential building equipment performed by a City consultant indicated heat pump replacements may result in bill savings, but this is yet to be confirmed by the projects in progress. 1https://www.paloalto.gov/Departments/Utilities/Electrification/Business-Electrification/Commercial-Heat- PumpHVAC-Program Item 4 Item 4 Staff Report Item 4: Staff Report Pg. 1 Packet Pg. 18 of 303 Building on these lessons, staff proposes an Advanced Commercial Heat Pump HVAC (HPHVAC) Pilot Program. The goal of the program would be to replace direct incentives with scalable financing options while providing optional technical assistance. The program is designed to reduce barriers to adoption while maintaining compliance with all applicable permitting requirements. BACKGROUND •14 customers enrolled in the pilot •6 projects permitted •3 projects completed •Structural engineering studies on roof integrity for rooftop units. •Sound studies to demonstrate compliance with noise standards. Item 4 Item 4 Staff Report Item 4: Staff Report Pg. 2 Packet Pg. 19 of 303 •Visual screening/line-of-sight reviews. •Fire Department permits, including hazardous materials documentation and equipment labeling. Because participation in the pilot required securing all necessary permits, this added an average of $3,118 in permit costs plus a variable amount of cost in consulting and contractor fees to comply, sometimes in the tens of thousands of dollars. Since only three participants in the program have completed projects so far, staff has limited data points. One community member was quoted over $10,000 to complete a sound study, while another completed the study for a negligible increase to their overall project quote. One community member incurred a $5,000 cost for hazardous materials services. Another was looking at potential increases of over $10,000 related to roof structural calculations related to the HVAC roof attachment method. Staff is continuing to gather information on how these additional consulting and engineering services needs increase project costs, and ways to help community members comply at lower cost. These requirements are necessary to ensure safety, compliance, and community standards, but the additional project costs and time can sometimes create uncertainty and frustration for customers. Two customers withdrew from the program due to the cost and permitting requirements, despite the enhanced rebates. ANALYSIS Staff drew on its experience with the current HVAC enhanced rebate program,3 research done as part of the S/CAP Funding Study and corresponding Non-Residential Building Sector Study (which are not yet final), and some interviews (participants, contractors, a financing provider, and a consultant) as detailed in the Stakeholder Engagement section below, to develop the Program Design Guidelines for the Advanced Commercial Heat Pump Heating, Ventilation, and Cooling (HVAC) Pilot Program (Program Design Guidelines) in Attachment A. Staff has learned from its existing program how to navigate the permitting process and the associated costs. The studies gave staff indications that packaged space heating electrification should provide long- term utility bill savings. In the participant and business partner interviews, staff found potential interest in financing, particularly on-bill financing, and especially if it enabled the cost of improvements that benefit tenants to be passed through to them based on the bill savings they would realize. Customers consistently noted that they would not have been able to pursue these projects without the boosted incentive, underscoring the importance of strong financial support for large-scale upgrades. They noted the short payback period needed for a property investor to do these projects. They also appreciated the technical guidance provided by the third-party electrification engineering consultant, Prospect Silicon Valley, highlighting the value of ongoing 3 https://www.paloalto.gov/Departments/Utilities/Electrification/Business-Electrification/Commercial-Heat- PumpHVAC-Program Item 4 Item 4 Staff Report Item 4: Staff Report Pg. 3 Packet Pg. 20 of 303 technical assistance for complex projects such as heat pump HVAC. In addition, customers valued the hands-on support and direct communication offered by Utilities and Planning and Development Services staff on permitting matters, which further facilitated successful project completion. The Program Design Guidelines generally address the following topics: Financing and Incentives One of the main challenges in the non-residential sector is the short payback period (2-4 years) required by most private investors before making a building or energy investment. Based on staff modeling using information from the S/CAP Funding Study and Non-Residential Building Sector Study (not yet final), the payback period for electrification of packaged HVAC units that cost 10% to 15% more than gas units would be 12 to 17 years. This means that even though these projects potentially provide a net benefit, they will not get done without some assistance. To date, staff has primarily used incentives. Incentives work if they are high enough, but high incentives are not a scalable solution for electrifying all of Palo Alto’s packaged HVAC units. In an Advanced HVAC Pilot Program staff would explore other approaches, primarily financing with on-bill repayment. Staff is in talks with a potential provider and has built the functionality in its billing system for on-bill repayment. Building owners prefer on-bill repayment, which they treat as an operating expense. They may be more willing to engage with this type of financing than traditional financing. Building owners also hesitate to make significant energy investments that save money for their tenants rather than themselves. Staff is exploring a potential tool called “electrification as a service” to address this. Modeled on “efficiency as a service” programs some energy efficiency companies run, an “electrification as a service” feature would involve the customer repaying some or all of the financing provided by the City or a 3rd party with a charge that does not exceed their utility bill savings. This may enable the placement of the charge on commercial tenant utility bills, with the right agreements in place, enabling the recovery of some of the costs for energy improvements from tenants, who experience utility bill reductions as a result. Funding sources and program structure are still being explored, though as noted in the Fiscal Impact section, some money is set aside for a program like this from Gas Cap and Trade revenues in the FY 2026 budget. These financing and “as a service” features, if feasible, may lead to more financially efficient, attractive commercial energy programs, that minimize the use of incentive funding. Technical Assistance The technical assistance envisioned for the Advanced Commercial HPHVAC Pilot Program is similar to that provided in the existing HP HVAC Pilot Program. These services included: Item 4 Item 4 Staff Report Item 4: Staff Report Pg. 4 Packet Pg. 21 of 303 •Evaluating electrification project designs, including conducting preliminary reviews of project designs for Heat Pump HVAC installations and performing limited design checks on equipment, engineering plans, and project specifications. •Providing electrification technical guidance, including offering non-biased, expert technical advice to CPAU commercial customers and validating equipment selections to ensure projects meet technical standards. •Providing electrification cost guidance, including performing savings calculations and general project cost evaluations, assessing financial feasibility, and providing cost insights for customer projects. The consultant, Prospect Silicon Valley, provided electrification technical advisory services to three commercial customers to support their Heat Pump HVAC projects. Without the consultant’s guidance, these projects would likely have been delayed for years, potentially causing the customers to miss rebate opportunities or drop out of the program entirely. To support the successful adoption of commercial Heat Pump HVAC projects, there is also a clear interest in some form of assistance finding qualified contractors. The guidelines envision some form of complementary contractor list, and possibly even providing services to contractors, such as the ability to use a City financing program or a contact for trying to understand common permitting pitfalls. Permit Assistance and Streamlining Early projects in the current enhanced rebate HVAC pilot have highlighted several permitting- related challenges that informed the design guidelines and will inform program design: •Many gas-for-gas replacements proceed without permits, avoiding compliance costs that are unavoidable for heat pump projects participating in a City program. •Noise reports are required for all projects (per PAMC 18.42.190(B)(iii)). Equipment must be no louder than 15 dB above local ambient noise levels at 25 feet. Hiring an acoustical engineer can cost thousands of dollars and adds time to the overall project timeline. •Structural engineering analysis is required for all rooftop packaged HVAC projects. These studies incur a cost and sometimes trigger additional work that needs to be completed for safety reasons. •Screening requirements add cost, and may result in additional roofing loads, which could then incur the cost of a roof structural analysis. If a roof upgrade is required, that can be prohibitively costly and can stop a project. •Fire Department requirements related to HVAC and hazardous materials permits, equipment labeling, and integration with fire alarm systems need more communication to applicants up front. Item 4 Item 4 Staff Report Item 4: Staff Report Pg. 5 Packet Pg. 22 of 303 Planning and Development Services and the Fire Department have been active in helping the Climate Action Team understand permitting requirements and discussing potential approaches to ease compliance costs and workload. FISCAL/RESOURCE IMPACT 5 for the Advanced Commercial HPHVAC Pilot Program, funded by Gas Cap and Trade revenues (Gas Utility Funds), which will support incentives if needed, outreach, technical assistance, and 3rd party program operation. Launch and operation of the program is expected to require approximately 0.75 FTE, which will be performed by existing staff and will include program design and operation, outreach, customer care, and establishment and operation of a financing and on-bill repayment program if implemented. Staff will continue to explore opportunities to leverage State and Federal funds if available. STAKEHOLDER ENGAGEMENT 5 https://www.paloalto.gov/Departments/Administrative-Services/City-Budget Item 4 Item 4 Staff Report Item 4: Staff Report Pg. 6 Packet Pg. 23 of 303 ENVIRONMENTAL REVIEW 7 and Comprehensive Plan adopted in November 2017.8 ATTACHMENTS APPROVED BY: 7 https://www.paloalto.gov/City-Hall/Sustainability/SCAP 8 https://www.paloalto.gov/Departments/Planning-Development-Services/Housing-Policies- Projects/2030Comprehensive-Plan Item 4 Item 4 Staff Report Item 4: Staff Report Pg. 7 Packet Pg. 24 of 303 Program Design Guidelines for Advanced Heating, Ventilation, and Cooling (HVAC) Pilot Program These design guidelines are meant to guide development of a financially accessible Advanced Packaged HVAC Pilot Program for non-residential customers. Program goals and scope The program should: 1. Ease electrification of non-residential packaged HVAC units 2. Pilot financial designs that can be deployed community-wide with little or no additional funding from the City 3. Enable participation by a wide range of contractors, building types, and landlord-tenant arrangements for payment of energy bills 4. Address landlord/tenant split incentives while being economically attractive to both landlords and tenants Program financial design To ensure the program is cost-effective, legally viable, and scalable: 1. It should provide financing rather than up-front incentives, and ideally financing that will encumber a property owner’s balance sheet as little as is feasible, such as on-bill repayment out of utility bill savings 2. Financial incentives may be offered only if legally appropriate and available, and are intended to be offered on a temporary basis. 3. Repayment of any financing offered should come from those who benefit, which could include both tenants and landlords 4. Should not increase tenant utility bills 5. Should be accessible to a range of contractors 6. Should incorporate risk management measures to control risks to the City Program technical design To keep program costs lower and easier for participants, staff should explore: 1. Streamlining of permit processes 2. Technical and permitting assistance for participants 3. Contractor training on program rules and operation 4. A courtesy contractor list Item 4 Attachment A - Design Guidelines for Advanced Commercial Heat Pump HVAC Program Item 4: Staff Report Pg. 8 Packet Pg. 25 of 303 Commercial Heat Pump HVAC Program Update September 16, 2025 Current Enrollment As of September 16, 2025, a total of 14 customers applied for the Commercial Heat Pump HVAC Pilot program. Applicants have primarily learned about the pilot through the Business Electrification Technical Assistance Program, the Business Customer Rebate Program website, and the Commercial and Industrial Energy Efficiency Program. Customers become eligible for rebate approval only after submitting all required documentation and securing an approved permit. Of the 14 applicants, seven have initiated the permitting process with the City, and six have received their permits. One customer has received their permit but has not submitted project cost estimates, resulting in only five customers being officially approved at this stage. To date, three customers have completed installations and received program rebates. Detailed project information for these installations is provided in a subsequent section of this report. Two participants have unenrolled from the program. In one case, a customer required an emergency replacement and proceeded with equipment available through their contractor, which did not meet the program’s efficiency requirements. In the second case, permitting requirements significantly increased project costs, approximately doubling the original estimate, leading the customer to withdraw. Table 1 provides a summary of the status and progression of all pilot participants. Table 1. Current Program Participation for the Commercial Heat Pump HVAC Program Cost Analysis Item 4 Attachment B - Summary of Results To-Date from HVAC Enhanced Rebate Pilot Program Item 4: Staff Report Pg. 9 Packet Pg. 26 of 303 The tables below address the current cost comparisons between project estimates, project costs, and rebate amounts. Table 2 compares heat pump HVAC quotes and gas quotes received from 10 customers against project cost estimates developed by Peninsula Clean Energy (PCE) in its 2021 commercial electrification analysis. PCE’s estimates were based on average equipment and labor costs at the time, calculated per ton across three equipment size categories: less than 5 tons, 5–10 tons, and 15–20 tons. On average, heat pump HVAC project estimates were 21.8% higher than gas quotes. Table 2. Heat Pump HVAC Project Estimate Comparison Between Gas, Electric Heat Pump, and Peninsula Clean Energy Predicted Costs Project 2 High Quotes Explained: • $6,980 out of the total cost is related to a heat pump water heater, meaning part of the total project estimate was associated with another project this customer plans to do simultaneously. • The address has a split system (one condenser and four heating units spread through the building) serving the downstairs and it requires more ducting and equipment. o The upstairs units use existing ducting, which is lower cost, because they are replacing a gas rooftop unit (RTU) with a heat pump packaged unit Project 5 Quotes Explained: This customer’s total project cost is significantly higher than usual for a project like this. This is because this customer redid their ducting and piping, which also resulted in added carpentry and painting costs. They also had additional electrical work done. • This is the percentage split cost breakdown of the $541,000 project total. o Carpentry, painting and electrical 21% o Equipment (condensers outdoor units and fan coils with new stats) 13% Item 4 Attachment B - Summary of Results To-Date from HVAC Enhanced Rebate Pilot Program Item 4: Staff Report Pg. 10 Packet Pg. 27 of 303 o Piping (drain pans, condensate piping and hard copper piping for long runs) Labor and material 28% o HVAC & Refrigerant (line sets, refrigerant and duct connections, including new plenums) Labor and material 37% Project 8 Low Gas Quote Explained: This participant did not address the cost differential in his documentation. The contractor who provided him with these quotes has been unresponsive, so he is now going to reach out to a new potential contractor to receive new quotes. Project 10 Quotes Explained: This participant’s higher heat pump HVAC quote reflects several factors: higher equipment and material costs compared to the gas alternative, additional work such as line setting, conduit, and breaker installation, and higher anticipated permitting expenses. In contrast, the gas quote did not account for replacement of the AC units. If those costs had been included, the “like-for-like” comparison would have been closer. Completed Project Details As of September 16, 2025, three customers have fully completed their projects. Table 3-5 highlights the cost comparison between these customer’s initial quote, final project cost, and rebate paid. Table 3. Dollar Comparison Between Project #1’s Quote, Project Cost, and Rebate Please note that this customer’s total project cost is less than the original price estimate received in the quote because the customer negotiated a lower cost when hiring the contractor to work on multiple projects at once. The City’s rebate covered 96% of this customer’s project cost. Item 4 Attachment B - Summary of Results To-Date from HVAC Enhanced Rebate Pilot Program Item 4: Staff Report Pg. 11 Packet Pg. 28 of 303 Table 4. Dollar Comparison Between Project #5’s Quote, Project Cost, and Rebate This customer’s costs increased from the original quote due to added work by the contractor and permitting costs, which were $1,268.90. The City’s rebate covered 17% of this customer’s project cost. Table 5. Dollar Comparison Between Project #7’s Quote, Project Cost, and Rebate This customer’s total project cost was higher due to the addition of a phase 2 to their project and the $1,437.84 permit fee. This addition came after the quotes were processed and phase 1 was completed. Item 4 Attachment B - Summary of Results To-Date from HVAC Enhanced Rebate Pilot Program Item 4: Staff Report Pg. 12 Packet Pg. 29 of 303 The reason for their decision to replace another unit was due to the increased rebates offered by CPAU and the ease of completing phase 1. Due to the added unit on this project, their rebate came out to be $43,750, which covered 67% of their total project cost. Installation Location for HP HVAC Equipment At this time, we do not have complete data on the installation locations of the heat pump HVAC equipment for all applicants. Among those who have submitted site plans or permit information, four projects consist of rooftop HVAC units. Due to the structure of the rooftop, three projects are ground- level installations. The installation location for the remaining 6 active participants is currently unknown. It is also possible that some customers may install equipment in both rooftop and ground locations, but this has not been confirmed. Table 6 below summarizes the number of customers in each category. Table 6. Locations of Installed Heat Pump HVAC Equipment Summary of Permitting Comments As of September 15, 2025, 7 customers have applied for the commercial heat pump HVAC permit through the City’s Planning and Development Services (PDS) Department. Here is a consolidated list of corrective comments provided to the customers and their contractors from the City’s PDS Department. Many customers who participated in the pilot program received similar feedback on their permit submissions. Learning about these recurring comments help us understand where there are gaps in permitting instructions and opportunities on where we can smooth out the process for customers. When submitting plans, PDS wants all details to be accurate and documentation to be complete, including manufacturer’s specs that match the project plan details, showing where equipment and electrical panels will be located, and clearly labeling the mechanical and electrical scope. Plans must show property lines and setbacks. For rooftop equipment, engineers need to confirm the roof can Item 4 Attachment B - Summary of Results To-Date from HVAC Enhanced Rebate Pilot Program Item 4: Staff Report Pg. 13 Packet Pg. 30 of 303 handle the added weight, show how it will be anchored, and provide details on ductwork, drains, and demolition. Wood blocks (sleepers) aren’t allowed unless fully roofed over. The City also checks for noise and safety. Equipment must meet local noise limits, and an acoustical engineer’s report or post-installation testing is required. Fire safety permits are needed for both refrigerant removal and installation, and the Fire Department requires notes on the plans and how the HVAC system connects with the fire system in the building. A special inspection form must also be submitted, listing contractors, agencies, and required safety checks. Overall, the City’s goal is to make sure projects are well-documented, safe, and considerate of the community. Based on the permitting requirements outlined above, some customers were able to provide details on the additional costs some of these requirements added to their projects. For the structural analysis, one customer’s initial cost for this study was around $25,000. There is a possibility there will be an added cost of $12,000-$15,000 if the City’s PDS requires additional analysis for the curbs. For the HazMat permitting, one customer was quoted $5,000. This is not confirmed though, since the customer hasn’t completed this portion of the permit yet. There has been mixed feedback on the added cost for the sound engineering analysis. One customer was told the cost would be “insignificant.” On the other hand, another customer was quoted $10,000-$12,000. It has been challenging to pinpoint the exact cost of each study because most engineers group the costs in the final invoice. We are waiting for more feedback on these items as projects move forward. Item 4 Attachment B - Summary of Results To-Date from HVAC Enhanced Rebate Pilot Program Item 4: Staff Report Pg. 14 Packet Pg. 31 of 303 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Planning and Development Services Meeting Date: November 17, 2025 Report #:2507-4985 TITLE Review and Approve the Williamson Act Contract Renewals Within Palo Alto City Limits (2025). RECOMMENDATION Staff recommends that the City Council take the following actions: 1. Find that the project is exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15317; and 2. Approve the renewal of Williamson Act contracts listed in Attachment A. BACKGROUND The Williamson Act is a state program that discourages conversion of agricultural lands to urban uses, preserves open space, and promotes efficient urban growth patterns. Under the Williamson Act, private landowners can voluntarily restrict their land to agricultural and compatible open space land uses under a minimum 10-year rolling term contract. These contracts are administered by the respective jurisdictions. In return, the state assesses the restricted parcels for property taxes at a rate consistent with their actual use or generated income, rather than potential market value. The program provides property tax relief to owners of agricultural land who agree to limit the use of their property to agricultural or other approved compatible uses. On July 24, 1974, the City of Palo Alto adopted the rules for both establishing and administering Williamson Act contracts for Palo Alto properties. The rules regarding the administration of established contracts limit the allowable uses of the property to what is described in the contract. The regulations also provide that the contract must remain in place when a property is sold, ensuring that the new owners are subject to the same use restrictions. The contracts are for a rolling 10-year term with a renewal date of January 1 each year, at which time one year is added to the contract term. The term would remain a total of 10 years unless the City or property owner provides notice of non-renewal. Item 5 Item 5 Staff Report Item 5: Staff Report Pg. 1 Packet Pg. 32 of 303 Previously, the California Department of Conservation’s Williamson Act Program required participating cities and counties to complete and submit applications for an Open Space Subvention Act payment as per Government Code Section 16144, but now with the suspension of the subvention payments, reporting of Williamson Act enrollment is no longer collected through the Open Space Subvention Survey; instead, enrollment reporting is through the collection of data via GIS files before January 30 of each year. It now requires each city or county in which an agricultural preserve is located to provide the Department of Conservation with geographical information system (GIS) data files of all agricultural preserves and Williamson Act contracted land in existence at the end of the preceding year. Every year, prior to the January 1 renewal date, the City Council reviews the contracts. At that time, the Council may initiate a notice of non-renewal for any contract or approve a notice of non-renewal submitted by a landowner. If the Council takes such action, then that contract does not renew on January 1 and terminates 10 years later. Under certain conditions, the Council may also approve a landowner’s request to cancel a contract. Should Council not approve a notice of non-renewal or cancellation, the contract automatically renews for the 10-year term each January 1. The City did not receive any request for nonrenewal during this reporting cycle. Following Council action, the City will submit its annual report to the California Department of Conservation by January 31, 2026. ANALYSIS The Williamson Act Property Report for the calendar year 2025 (Attachment A) includes information on the 23 existing parcels in Palo Alto currently under contract, in addition to one parcel undergoing the process of non-renewal. Attachment A lists 2025 assessed land values, acreages, and the land class (prime and non-prime land) for these parcels. Attachment B is a map showing the locations of these individual parcels. Item 5 Item 5 Staff Report Item 5: Staff Report Pg. 2 Packet Pg. 33 of 303 The Williamson Act Status Report 2020-21,1 last published by the California Department of Conservation in May 2022, provides a detailed report of all lands enrolled in the program throughout the State of California from January 1, 2020, through December 31, 2021. FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT This is a required annual report for the Department of Conservation. The City does not typically perform public outreach or contact affected property owners unless the property owners initiate changes. This type of reporting does not require any additional public engagement. ENVIRONMENTAL REVIEW The proposed project is exempt from review under the California Environmental Quality Act (CEQA) pursuant to Section 15317 (Open Space Contracts or Easements) of the CEQA Guidelines. ATTACHMENTS APPROVED BY: Jonathan Lait, Planning and Development Services Director 1 Williamson Act Status Report 2020-2021: https://www.conservation.ca.gov/dlrp/wa/Documents/stats_reports/2022%20WA%20Status%20Report.pdf Item 5 Item 5 Staff Report Item 5: Staff Report Pg. 3 Packet Pg. 34 of 303 Number APN Street Name Full Address Owner Name Williamson Act Land Ownership Zoning Acreage after Deducting Homesite Exclusion Homesite Exclusion Land Class Contract Start Date Contract Status Assessed Land Value 20211 (Assessed Information as of 6/30/2021) Factored Base Year Value 2021 Assessed Land Value 20221 (Assessed Information as of 6/30/2022) Factored Base Year Value 2022 Assessed Land Value 20231 (Assessed Information as of 6/30/2023) Factored Base Year Value 2023 Assessed Land Value 20241 (Assessed Information as of 6/30/2024) Factored Base Year Value 2024 Assessed Land Value 20251 (Assessed Information as of 6/30/2025 Factored Base Year Value 2025 1 120-31-0012 El Camino Real 103 El Camino Real Leland Stanford Jr., Univ. Board of Trustees Stanford University Land PF 0.72 No acreage deducted Prime Unknown Unchanged; contract will continue for at least another 10 years. $12,988 $54,771 $12,988 $55,866 $12,988 $56,983 $12,266 $58,122 $11,040 $59,284 2 120-31-0092 El Camino Real 103 El Camino Real Leland Stanford Jr., Univ. Board of Trustees Stanford University Land PF 10.00 No acreage deducted Prime Unknown Unchanged; contract will continue for at least another 10 years. $180,705 $1,695,534 $180,705 $1,729,444 $180,705 $1,764,032 $170,666 $1,799,312 $153,600 $1,835,298 3 142-16-052 Coyote Hill Road No Street Number Leland Stanford Jr., Univ. Board of Trustees Stanford University Land AC (D) 36.02 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $17,421 $1,130,471 $17,421 $1,153,080 $17,421 $1,176,141 $16,453 $1,199,663 $14,808 $1,223,656 4 142-16-057 Coyote Hill Road No Street Number Leland Stanford Jr., Univ. Board of Trustees Stanford University Land AC( D) 15.33 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $9,605 $1,590,936 $9,605 $1,622,754 $9,605 $1,655,209 $9,072 $1,688,313 $8,165 $1,722,079 5 142-16-064 Deer Creek Road No Street Number Leland Stanford Jr., Univ. Board of Trustees Stanford University Land AC( D) 4.04 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $2,964 $490,693 $2,964 $500,506 $2,964 $510,516 $2,799 $520,726 $2,520 $531,141 6 142-16-065 Deer Creek Road No Street Number Leland Stanford Jr., Univ. Board of Trustees Stanford University Land AC( D) 16.70 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $10,411 $1,723,851 $10,411 $1,758,328 $10,411 $1,793,494 $9,833 $1,829,363 $8,850 $1,865,950 7 142-16-069 Coyote Hill Road No Street Number Leland Stanford Jr., Univ. Board of Trustees Stanford University Land AC( D) 12.48 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $7,929 $1,312,489 $7,929 $1,338,738 $7,929 $1,365,512 $7,488 $1,392,822 $6,740 $1,420,678 8 182-33-0143 Arastradero Rd 1525 Arastrader o Rd City of Palo Alto City of Palo Alto Land PF 11.42 No acreage deducted Prime Unknown Unchanged; contract will continue for at least another 10 years. $0 $4,763,432 $0 $4,858,700 $0 $4,955,874 $0 $5,054,991 $0 $5,156,091 9 182-35-008 Alexis Dr Alexis Dr Palo Alto Hills Golf and Country Club, Inc. Private Ownership OS 5.52 No acreage deducted Prime 5/1/1973 Unchanged; contract will continue for at least another 10 years. $56,600 $56,600 $57,732 $57,732 $58,886 $58,886 $60,063 $60,063 $61,264 $61,264 10 182-35-035 Alexis Dr 3000 Alexis Dr Palo Alto Hills Golf and Country Club, Inc. Private Ownership OS 119.92 No acreage deducted Prime 5/1/1973 Unchanged; contract will continue for at least another 10 years. $1,559,988 $1,559,988 $1,591,187 $1,591,187 $1,623,010 $1,623,010 $1,655,470 $1,655,470 $1,688,579 $1,688,579 11 351-05-024 Page Mill Rd 3845 Page Mill Rd Judith A. Block Trustee Private Ownership OS 7.72 One acre deducted for homesite Non Prime 2/16/1976 Unchanged; contract will continue for at least another 10 years. $57,145 $108,840 $58,277 $111,016 $59,430 $113,236 $60,577 $115,500 $61,726 $117,810 List of Parcels under Williamson Act Contract to Renew on January 1, 2026 Item 5 Attachment A - List of Williamson Act Properties, 2025 Item 5: Staff Report Pg. 4 Packet Pg. 35 of 303 Number APN Street Name Full Address Owner Name Williamson Act Land Ownership Zoning Acreage after Deducting Homesite Exclusion Homesite Exclusion Land Class Contract Start Date Contract Status Assessed Land Value 20211 (Assessed Information as of 6/30/2021) Factored Base Year Value 2021 Assessed Land Value 20221 (Assessed Information as of 6/30/2022) Factored Base Year Value 2022 Assessed Land Value 20231 (Assessed Information as of 6/30/2023) Factored Base Year Value 2023 Assessed Land Value 20241 (Assessed Information as of 6/30/2024) Factored Base Year Value 2024 Assessed Land Value 20251 (Assessed Information as of 6/30/2025 Factored Base Year Value 2025 List of Parcels under Williamson Act Contract to Renew on January 1, 2026 12 351-05-042 Page Mill Rd 3837 Page Mill Rd David P. and Cynthia Lautzenhei ser Trustee Private Ownership OS 9.00 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $434,050 $674,223 $442,718 $687,707 $451,559 $701,461 $460,542 $715,490 $469,680 $729,800 13 351-05-043 Page Mill Rd No Street Number Richard D. Guhse Trustee Private Ownership OS 19.01 No acreage deducted Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $1,411 $448,222 $1,411 $457,186 $1,411 $466,329 $1,333 $475,655 $1,200 $485,168 14 351-05-044 Page Mill Rd 3905 Page Mill Rd Michael R. Lowry Private Ownership OS 5.43 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $198,854 $198,854 $202,831 $202,831 $206,887 $206,887 $211,024 $211,024 $215,244 $215,244 15 351-05-045 Page Mill Rd 3895 Page Mill Rd Marc and Lesley Wilkinson Private Ownership OS 9.00 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $1,137,647 $1,137,647 $1,160,399 $1,160,399 $1,183,606 $1,183,606 $1,207,278 $1,207,278 $1,231,424 $1,231,424 16 351-05-046 Page Mill Rd 3885 Page Mill Rd William W. and Sharon T. Luciw Trustee Private Ownership OS 7.45 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $1,136,471 $1,146,594 $1,159,190 $1,159,190 $1,200,525 $2,410,000 $1,224,496 $2,458,200 $1,248,927 $2,507,364 17 351-05-047 Page Mill Rd 3875 Page Mill Rd Richard D. Kniss Trustee & Et Al Private Ownership OS 10.00 No acreage deducted Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $705 $3,003,170 $705 $3,093,233 $705 $3,155,097 $666 $3,218,198 $600 $3,282,562 18 351-05-048 Page Mill Rd 3865 Page Mill Rd Grace Carland Trustee Private Ownership OS 9.00 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $39,306 $223,849 $40,079 $228,325 $40,868 $232,891 $1,700,600 $2,040,000 $1,734,540 $2,080,800 19 351-05-049 Page Mill Rd 3855 Page Mill Rd Patrick K. Suppes Private Ownership OS 10.00 No acreage deducted Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $566,399 $566,399 $577,726 $577,726 $589,280 $589,280 $601,065 $601,065 $613,086 $613,086 20 351-12-062 Skyline Blvd 5061 Skyline Blvd Rogers Noah Private Ownership OS 10.39 No acerage deducted Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $223,058 $555,698 $227,503 $566,811 $232,037 $578,147 $236,619 $589,709 $241,263 $601,503 21 351-12-063 Skyline Blvd 5065 Skyline Blvd Robert Schulte Trustee Et al Private Ownership OS 11.35 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $523,314 $523,314 $533,780 $533,780 $544,455 $544,455 $555,344 $555,344 $566,450 $566,450 22 351-12-066 Skyline Blvd 2287 Skyline Blvd Robert Schulte Trustee Et al Private Ownership OS -0.76 No acreage deducted Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $30 $66,890 $30 $68,227 $30 $69,591 $28 $70,982 $25 $72,402 Item 5 Attachment A - List of Williamson Act Properties, 2025 Item 5: Staff Report Pg. 5 Packet Pg. 36 of 303 Number APN Street Name Full Address Owner Name Williamson Act Land Ownership Zoning Acreage after Deducting Homesite Exclusion Homesite Exclusion Land Class Contract Start Date Contract Status Assessed Land Value 20211 (Assessed Information as of 6/30/2021) Factored Base Year Value 2021 Assessed Land Value 20221 (Assessed Information as of 6/30/2022) Factored Base Year Value 2022 Assessed Land Value 20231 (Assessed Information as of 6/30/2023) Factored Base Year Value 2023 Assessed Land Value 20241 (Assessed Information as of 6/30/2024) Factored Base Year Value 2024 Assessed Land Value 20251 (Assessed Information as of 6/30/2025 Factored Base Year Value 2025 List of Parcels under Williamson Act Contract to Renew on January 1, 2026 23 351-25-015 Page Mill Rd 4201 Page Mill Rd Bruce A Leak Private Ownership OS 10.31 One acre deducted for homesite Non Prime Unknown Unchanged; contract will continue for at least another 10 years. $1,740,820 $1,774,209 $1,775,580 $1,809,693 $1,811,035 $1,845,886 $1,847,043 $1,882,803 $1,883,664 $1,920,459 24 351-12-006 Skyline Blvd 1405 Skyline Blvd Midpenins ula Regional Open Space District Midpeninsula Regional Open Space District OS 138.59 Non Prime 2/26/1973 Contract Terminates 12/31/24 $0 $174,386 $0 $177,873 $0 $181,430 $0 $185,058 $0 $188,759 25 351-05-050 Page Mill Rd 3849 Page Mill Rd Jeffrey A. and Mary L. Thomas Private Ownership OS 10 Non Prime 2/7/1977 Contract Terminates 12/31/26 $1,608,303 $1,608,303 $1,606,500 $1,640,469 $1,673,278 $1,673,278 $1,706,743 $1,706,743 $1,740,877 $1,740,877 Source: City of Palo Alto, Williamson Act Parcel Database 2023. Note 1 Note 2 Note 3 Santa Clara County Assessors Office, Website:https://www.sccassessor.org/online-services/property-search/real-property The City of Palo Alto leases this land for public use; however, it is privately owned. Value not assessed because land is owned by public agency. List of Parcels undergoing Non-Renewal Process Item 5 Attachment A - List of Williamson Act Properties, 2025 Item 5: Staff Report Pg. 6 Packet Pg. 37 of 303 Arastradero Lake Felt Lake Boronda Lake 351-12-006 351-05-050 HeritagePark Foothills Park Los Trancos Open Space Preserve Monte Bello Open Space Preserve Upper Stevens Creek Canyon County Park Skyline Ridge Open Space Preserve Long Ridge Open Russian Ridge Open Space Preserve Coal Creek Open Space Preserve Jasper Ridge Biological Preserve Rancho San Antonio Open Space Preserve Palo Alto Baylands Nature Preserve Foothill Open Space Preserve Arastradero Preserve Cameron Park Weisshaar Park Mayflield Park Peers Park El Palo Alto Park Lytton Plaza Cogswell Plaza Scott Park Kellogg Park Bol Park Rinconada Park Bowden Park Johnson Park Eleanor Pardee Park Boulware Park Terman Park Robles Park Monroe Park Mitchell Park D Jesus Ramos Park Hoover Park Greer Park Baylands Atheletic Byxbee Park Bowling Green Henry Seale Park Sarah Wallis Park Werry Park Juana Briones Park Esther Clark Park WilliamsPark Stanford/Palo Alto Community Playing Fields San Antonio Rd 280 Boulevard Alameda de las Pulgas S and H i l l Road 2 8 0 Jun ipero Serra Boulevard Page Mi l l Road Arastradero Road E l Cami n o Re a l San Antoni o Av e n u e Char le ston Ro ad G 5 M o n t e B e l l o R o a d Moody Road A l t a m o n t R o a d Oregon Expr e ssway Middlefie l d R oad Unive 101 Al m a Street A l p i n e R o a d F oo thill Expressway H i g h w a y 2 8 0 Lo s Tr ancos Road Hillview East Bayshore West Bayshore Fabian El Monte Road Sand Hill Road Road MillPage Skyline Embarcadero Road StanfordUniversity Mountain View Los AltosLos Altos Hills Santa Clara County San Mateo County Portola Valley El Camino Park This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend Williamson Act Parcels Under Contract for 2025 Parcels with Non Renewal Notices Approved 0'7000' Williamson Act Parcels 2025 CITYOF PALOALTO I NC O R P O R A TE D CALIFORNIA P a l o A l t o T h e C i t y o f APRI L 1 6 189 4 The City of Palo Alto assumes no responsibility for any errors ©1989 to 2016 City of Palo Alto Item 5 Attachment B - Williamson Act Parcels Map, 2025 Item 5: Staff Report Pg. 7 Packet Pg. 38 of 303 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Planning and Development Services Meeting Date: November 17, 2025 Report #:2510-5309 TITLE QUASI-JUDICIAL. 3200 Park/340 Portage: Final Map and Street Naming [25PLN-00104]: Request for a Final Map to Merge and Subdivide 11 Existing Parcels Totaling Approximately 14.65 Acres To Create Five Resulting Parcels, Consistent with the Approved Development Agreement and to Name the New Private Streets and Rename Portage Avenue. Authorization for the City Manager to Take All Actions Necessary to Acquire a 3.25 Acre Parcel by Grant Deed. Zone District: The Site Has a Split Zoning Designation of Five Planned Community Zone Districts Where Each Zone District Aligns with the Resulting Parcels (PC 5596, PC 5597, PC 5598, PC 5599, PC 5600). CEQA Status: Council adopted resolution 10123 certifying the EIR for the project on September 12, 2023 (SCH # 2021120444). RECOMMENDATION Staff recommends that City Council: 1. Approve Phase 1 of the final subdivision map (Attachment B), consistent with the approved Vesting Tentative Map, for the previously approved project at 320 Acacia Avenue, pursuant to Palo Alto Municipal Code (PAMC) Section 21.16 and the Subdivision Map Act; 2. Approve the private street names Bayside Lane, Precita Lane, and Thomas Foon Chew Avenue recommended by the Palo Alto Historical Association (PAHA) for the three new private streets as shown on the Final Map; 3. Adopt the Resolution in Attachment D Approving the renaming of Portage Avenue to Thomas Foon Chew Avenue, consistent with Council’s motion to approve the project and with PAHA’s recommendation; and 4. Authorize the City Manager or their designee to take all actions necessary, including negotiating and executing a memorandum in substantially the form provided in Attachment C, to acquire the BMR/Parkland Parcel (as detailed in the Development Agreement) by grant deed. Item 6 Item 6 Staff Report Item 6: Staff Report Pg. 1 Packet Pg. 39 of 303 (streets, sidewalks, bioswales, and remodel of the remaining cannery building are ongoing and expected to be complete before the end of 2025). The project is currently in Phase 3 and the Final map recordation will allow for the conveyance of the ”BMR/Parkland Dedication Parcel” to the City and for the “Townhome Parcel” to be sold to a perspective housing developer. ANALYSIS Item 6 Item 6 Staff Report Item 6: Staff Report Pg. 3 Packet Pg. 41 of 303 FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW Item 6 Item 6 Staff Report Item 6: Staff Report Pg. 5 Packet Pg. 43 of 303 the Final Map and authorization to complete the necessary documents for conveyance of the property is consistent with the approved Development Agreement and associated EIR. ATTACHMENTS APPROVED BY: Item 6 Item 6 Staff Report Item 6: Staff Report Pg. 6 Packet Pg. 44 of 303 ($)*+(, +#+$+ ! ++$ ++ -#$!#+ ./ !$ +'##!!0 *)1 **2567869:6;<<8=6>?8>@A4B?CDEFGHIJFKDELMNDONFDPQIJFKIDRSTJNUV9648Z[;669648<>@97;6=64\?W6]C 4^ 4X_\6` 7 4Xa6b8Z964X9648c6d@4?4[<e?\8@;?Bc6W?6f< 4Xg6\8?4[a648 8?W6` 7f?8=hbB678?@4\<9?4X?4[\<X686;9?4 8?@4\< 4XX6BC ; 8?@4\kal3mn oZ>pqc3_mYn34ZA[A\8r<sstDuvMFDwvxMSJyMFJDSzGHvHJSvHEHvvH{FDM|QtDuvMFDC@79648Z[;669648<>@97;6=64\?W6]C 4Z964X9648<]C 446X>@99A4?8W?6f< 4X g6\8?4[a648 8?W6` 7f?8=hbB678?@4\8@ CC@f8=6X6W6C@79\<B@4W6;\?@4@j<\j@jZA8@9@8?W656;W?B6\57 B68@c6\6 ;B= 4XY6W@4\8;AB8?@4@j 46f\?4[C6~\8@;<8f@~^6W6C] ;i?4[q ; [6na=6 C\@ CC@f4[cY\7 B6 4X <}}\j@j6b?\8?4[@jj?B6\7 B68@;69 ?4 88=6\?86na=@X?j?B 8?@4\8@<?4BCAX?4[7 ;8? CX69@C?8?@4@j<8=6j@;96;> 446;oA?CX?4[8=6> C?j@;4? c6[?\86;@je?\8@;?Bc6\@A;B6\na=67;@€6B8f@ACX C\@?4BCAX6XXjA4X\8@8=6>?8j@; 4 jj@;X :C6=@A\?4[X6W6C@79648 \f6CC \C 4Xj@;C?B@764\7 B6A\6 X€ B648` 8 X6;@>;66ina=67;@€6B8\?86B@4\?\8\@j6C6W64 ‚6b?\8?4[7 ;B6C\C@B 86X 8~ ~rZ\=58;668< ~r] ;io@AC6W ;X< 4X}^ 9:6;8 Z]m5ƒ~ < 4X~~ 4X~}‚8@8 C?4[ nr B;6\nhb?\8?4[A\6\?4BCAX6= 4XY6W6C@79648_\6\< <}}\j@j@jj?B6A\6<}<\j@jZA8@9@8?W656b?9 86C <\j@jW B 48;68 ?C\7 B6n34ZA[A\8<>@A4B?CB@4XAB86X 7;6\B;664?4[;6W?6f@j8=6 B8?@4\?4 BB@;X 4B6f?8=]Z`>n}„n343B8@:6;< 4X3B8@:6;<]C 44?4[ 4Xa; 4\4=6CX\8AX\6\\?@4\8@7;@W?X6j66X: Bi 4X CC@fj@;7A:C?BB@99647;@€6B8n34m@W69:6;<a=6]C 44?4[ 4Xa; 4\7@;8 8?@4>@X6X8= 88=6 77C?B 48\A:9?88=67;@7@\6X7C 4\8@8=6Z;B=?86B8A; Cc6W?: \6X@48=6B@4B678A CX6\?[4 4X7;@7@\6X7;@€6B8?4 BB@;X 4B6f?8=8=6 DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 7 Packet Pg. 45 of 303 < => "#$$#%&'(*./012+'-7123)4/5&/%6*./@$+''&'(+'-A4+')B#4*+*&#'C#< < =>JKL > KLGM> NOPG Q R < >TUP <WS O P>LG> Y T> PWZT [P P \L J ] PNOPL<KL \ T> PG Q R J ]]^]] PUP>P G>\ FT Q RO F >L KQ RO FZJ_ W_VZTJ_W_FOQTWVZW` G W a> OEGWaOHG WB#4*:cdb1e;,#4*./fgg@#4*+(/75/'9/A#%'.#D/@4#h/8**#B4#5&-/+'+) M> P >P> >L< i KL O! 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"#%% %(' $ %& %'( DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 12 Packet Pg. 50 of 303 2 4 2 2 <=>?>=@1 0! 03 A 51542B 122CD0E0F 2 0 G2 FDDA @K2 2 2 5 5L 5 25 42B L1210!00L2 2500E12200KE 2L2 A101220 A0122 12BA0 FK20N0M GRPQ9S=@TUVW78XVYZU:[:\QP]PVR:QRY8UV7VQZRV[P9Q^ZU:Z@:ZV[:QPQZV7Q:I[VQ[V8]87RV7:QRRV[P7:_IVVQ`P78Q;VQZ]878YY\W:QZ[RZUV9VQV7:IY8;;\QPZa^[V7`V[^7V[WVYZ[:QRPQZV97:ZV[VbP[ZPQ9Q:Z\7:I]V:Z\7V[ZU:ZY8QZ7P_\ZVWZUV[PZV:QRZUVUP[Z87PYYU:7:YZV7PQYI\RPQ9UP[Z87PY7V[8\7YV[8]ZUV:7V`:QZ^8Q[P[ZVQZcPZUZUVY8QZVbZJ_:[VRRV[P9QY7PZV7P:8]ZUV:WWIPY:_IVd8QVRP[Z`PRV[U:7;8QP8\[Z7:Q[PZP8Q[PQ[Y:IV^;:[[:QRYU:7:YZV7Z8:RX:YVQZI:QRR\[VRV[P9Q:ZP8Q[^U:QYV[IP`PQ9Y8QRPZP8Q[8QZUV[PZVeP]PZPQYI\RV[7V[PRVQZP:I\[V[f:QRPQPRVQZP:I:7V:[>opqnlrqpqoirospohtpruprvwxyinz{qi| B A5 5200A1AM 2A 2}2~2A2 DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 13 Packet Pg. 51 of 303 " % $ & " ' ' )* & & & & + , ! - ++ $ . 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DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 14 Packet Pg. 52 of 303 $% % !% !##&#*()+,-./0123)*45361*14(+)57862181)943)*1)03)514901:;(2*()+*1BC<BD>E<>FGG@AG@<F=H=A=IH><=HJ>K?BL=<AB>EFBC?=<M<NH>=A=IHHO=HB=*(+1)7;4*P7;+09P14(493)9623)98391P(325363:217Q6P7R(*()+*14(P3:2103P76P(3912S83()93()1*T]^_\Z`_^_]W`]a^]Vb^`c^`defgW\hi_Wj "#$ % ###% # %*()+,l./016P7m159()57P67P3914*14(+)6P()5(62149039350(1R14;493()91*971)1P+S1QQ(5(1)5Sno391P57)41PR39(7)n:;(2*()+8391P(324n23)*4536()+]^_\Z`_^_]W`]a^]Vb^`c^`depgW\hi_Wjrtxyz{|{|x}z{~€ vxxr‚ƒz„wzr…†x…ƒ„s{zur€‡{|xˆvu‰xt{yz„„€s{z€Š~{|xvx‹ƒ ‘ % " “”Ž•&#% —•˜ %™”– —˜ ”˜ —™” š›—˜’—˜ –% ##!œk #k– š ž% kkŸXYZXZ_Wc¢hX^_`Z]\Z`_^_]W`]a^]VhXX£^\hg£WdW`WYh£h`c_XW\^¤^\X£h`_h_pf¦f j DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 15 Packet Pg. 53 of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ocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 16 Packet Pg. 54 of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`SSaWXYZRWXbXcVX[X\SVdebbRSRa\cffTgc_ZhfR`c``XVVX&03+ ,&05)(,%&'.4/3+4&1&53,,)'()?30&8./,398)0 / ++&224&,-&&1i (:j&<?&1.&$AkPl m<i@nE@i$AkPoAPpAPqD&'()')2&08 '-3,%,%&&6+&',3)1,),%&'(3? ,&2,(&&,-30,%>+)8'/3&253103172 2(&=.3(&031i<mEE% ',&(" """""M()')2&0'()*&+,32' (,)5 0&?&/)'8&1, 7(&&8&1,-3,%,%&E3, 10? ,3)1)5 ')(,3)1)5,%&&632,317+ 11&(4.3/0317>' (,3+./ (/,%&8)13,)()1,)'()?30&I ,)-1%)8&.13,2> 100&03+ ,3)1)5l +(&2)5' (:/ 10,)& 31-%3+%,%&I ,)-1%)8&232'()')2&0,)4&'()?30&032/383,&04,%& (:j)./&? (0 2-&// 2,%&+ 11&(4.3/0317 10,%& (& 4&3170&03+ ,&0,)(,)'()?30&,%&%).2317.13,2-%3/&2,3//8 31, 31317,%&2&),%&(5& ,.(&2 100&?&/)'8&1, 7(&&8&1,>,%&'()')2&02,(&&,-30,%4&,-&&1,%&,)-1%) DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 17 Packet Pg. 55 of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aVSbR )8O',/5 ./*0R )5'7=U*.>B)'2 /0/095 00')=U**. >B 0,.&'cR )8a*37'6 ),a3/7,/09=U*.c>?SVQNLKd@%eRUQNJ?L*0+.)35./*0 0,,'6'7*(2'0.+& 775*0-*)2.*.&'ilmlgknopqrssthuvwxygkzhunothgx{glx|hgm}xuimh|ml~y€ mllhgo‚jy€ mllQ393+.B*0-/7'1/.&.&'R7 00/09O'( ).2'0.Bce 2/7.*0Q6' DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 18 Packet Pg. 56 of 303 /('*!)(0%%''% #"(#"!'!#) 0 #'*%)%(#" $%'*% #)) &!''%" !"!#$%&!'1 (%)253,53/&"!!( '!#)''*% 0%"6%(')* %) & #" 0 !'(#)' ('!#" !#$'*% !"!#$%&!'% ('!#* )%+'*%6%('!)&"!!%"'*% !( #'+!'!)'*%%)#)!!#''(#' (''*% ##!#$!0!)!#86%(' ##%"!%(''' !# '&"!9:;<9=>?@<9A<BC;DDE9:;><FAGCAD=>A9H9E9<I<=B9JBE9JB<;>IDG=D=ACK:BLC:<;>K<=HG9>J9<<=<BCDG=LC:<DE;>>CGFA ''%#'!#1 (%)2N3*%%0%&%#'$%%&%#')* $0%#'*%'%&'%O! 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((%)))* %%)#)!%'*%& !#'%# #& '!V&" '*)%"%'7%%# . %0 " #"' $%0%# %8++ #" 2Q35!''*%!)) #(% !"!#$%&!')'*%'7#*&%)+'*% !''*% "Q(5&&!''%% 0 '*%7!#$!'%&)+''*%) !%(' ##!#$ #"%0%&%#'/%0!(%)W *% )%)* % &!#!& &%%'7!"%X'*%"!0% !)%)& % DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 19 Packet Pg. 57 of 303 %#!( ))*(% *)( 0(*1"%%#% ..#- )#/%2) !!!+ ! -("%#34#% ! 5& &462#(%"#!(%"%#!0%)+*)%#/%#/%7(%!+" !!(%"%%#- ) %%/#)#" ))(%!+0 )/#! )/#! (%#" ).#!%#/!%(%(% %(0 ! %#! )&+(%)(%!+!#,! % %# !#/%/#" %+#(/#$"%()+*)34#% 5&2&499%%%,#/*) !+.,%(( !""%#!#/#!(% )) %#!#/ !("!%##7%#," !" ).,!%( ))(*,% ! "#(%" ) ! )((* ! "#(%" )!+! ,#% "#,.) !"$%%#( ! !" ! )((( ))** ( #! +(0.,!%(."/" %#!( ! !.#.#( (#! 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"%?(0"!%)(%, % !% ;>0( ))*. .#%#%(( !"#/%) % *) !+.,%((.*)" %/(0 ( .%.*)" %"#! %#!(#/ ..#- )34#%?A'62&2& )/#! 9#-!,!%# "%#!.#1"% ..)" !%$# ((%#.#%(%%/(0 " %#!(0(- %#!(!(,.#( #! -)#.,!%.#1"%,(%!% %%.#%(% %%.,!%.#1"%( ..#- #"#! %#! )) ..#- #$%!!!%3A5 DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 20 Packet Pg. 58 of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`Ya`bQYOVcOPQdSYaQ^YS\SQa_`]OS/1+(12L/0$2(/31$3,?,32**</1IH,3.I)(H()/,<?,(I/1+(()*/1<1<()*??L/21((3((2g$+*(+/<*3,=3/<$1?*,0/(3,??,3=L'3,()*,3K*2($/12L.</1I@J/()3.(L/0/((/31A,*/0H.,+/1I()*/('3,QTVi\QQV`YaZWVOVSYZX]]QaSYaQ\QYVQW\OPQ[SOSb`O/31&)*/(0$//31$*L*2((3<*'*1<1+.2)2(/31J/()((3,1*+3'/(+3J12)3/2*&@LL?"&3+/I1+,*??,3=*<(()/+(/0*&LL+/I1++)LL231'30*1(+3'/(L*&3'()*L3L(3#.1/2/?L3<*@/I13<*A1<+)LLH*LH()*/,*2(3,3'L11/1I&@LL,2*L+A#!!!#&#/(/I(/31#31/(3/1I,3I,0@##A$?,*?,*<'3,()/+?,3K*2(/1230?L/12*J/()()*10*1(Lj.L/(2(@jA$+)LLH*/123,?3,(*<H,*'*,*12*+231<L&)*??L/21(+)LL230?LJ/()LL+?*2/'/*<0/(/I(/310*+.,*+/1()*aSYOPQ_]WkQZOiVllmno@LL,2*L+A&LL(,+),*++)LLH**''*2(/=*L+2,**1*<',30=/*J1<23=*,*<1<0/1*,L+((*(3?,*=*1(J(*,',30*1(*,/1I/1(3()*I,HI*231(/1*,&33.(<3*<p?*,0/((*<.1L*++<*+/I1(*<31()*??,3=*<?L1+*(&,+),*+/1*</1011*,(3</+23.,I*/LL*IL<.0?/1I&@LL,2*L+Axyz{|}yxw~{} DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 21 Packet Pg. 59 of 303 -.+/,.0%1//.+."+ +# 2#& # "3 # # 4 # "3 # 5 & &# "3 # &# "4 & # 7 # %/.. # (*89 9 # "";& &# !!!"3 /# 7# #"() .+.7/3<1=%1//.404)<=-"3 # & &" & # ! 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"4 DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 22 Packet Pg. 60 of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bcdefgh_gffc_ghJk>l=DCCjGED,Gkm=$nk>?=$DmookEi?Hm,=pD003%'*(5)4<!"/*$003'!%*$%4%2!"/'!%4!3./)%'*")')4'!C.53J!"#*H%!%*3%5)2!.%4''()2!! %&%#p +3'!20!'!+!"&Xo)0"'/)%'*XC.53;J!"#*XH%&%))"%&;=)"<3)*Xn!"/*@DC"3)*AGHJDmoBiGoHjGmH=nk>,rH>HqGHJkn=iLoGqG=GkmC>ksHE,=po)<)!"t)'()/*)<)* '('()&.4)%)*4)*3"5)4%'()m!<)/5)"")<* uvww 9x 6yw 9zQ w O{|7OGG@')/*F'("!.&(A%4=)3'!%q@')/*D'("!.&(EA+X +3'!20!'!+!"&X2)*X**)'*X0.53X0%%%&;/0;4)<)!0/)%';*)"<!%X3."")%';0%%%&X2!"/*;%4;&.4)%)*X!<)"<) ;%4;&.4)%)*;2!";'();4<*!%;0"!})3'*+042@DC"3)*AG=GkmG?C>kqH?Hm,DB>HH?Hm,p,()003%'*()1)3.')=.)/)%'D&"))/)%'%40"!<4)/0"!<)/)%'*)3."')*@L!%4*A2!"0"!0!*)/)%'*+,rHDB>HH?Hm,=rDjjLHH~HEi,HoC>Gk>,k?DC>HEk>oDEHknDmKCH>?G,=nk>Ekm=,>iE,Gkm$km=G,HDmoknn=G,H+DoqG=k%'*(0"!<4)4)')4')/t)4*'/0)4%4*&%)4)%&%))"*)*'/')53/0"!<)/)%'* (3( 5)")<) )4'!4)')"/%)'()*)3."'/Aj?DCXnGmDj?DCp,(*0"!})3'**.5})3''!$%43!%'%&)%'.0!%'()00 DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 23 Packet Pg. 61 of 303 =>?@A;7?<B?CD>CEF<G0 0A/ 0 3010 220%+%H$)($#)*#+#%#$*$)&$'I '%J$$ : /75<;3L2E0M @/ 022.0 0 K/NOP0A/ 0 3010 //2 22L0 / L2.0/ %H0 L /2Q. /56722; 02 8ER?S;C?:><F< //2 22L K00M;0.0@2E0M .0 22/3L2/01 56722; 02 8VU7V@CWG7D7<>RV;C?:><F7U0 4;0 0X30/0;7:GG /0 //2 22 //2 L23 6 K=. //2 $-$%Y !+#Z%[\*]**]^_--$)H%++%,*]*%$`abcdIef_gdheY\f7k<=R?>lCUCVC?7PU?7@>VU7V@>VK<7PP7<>RVRO<=CK<R?:@?7>Vmk>P@>VU7V@k<>P><B>:;?RDC:CV<K7?CK=REVOR??COC?CVGC>VORhg_f\Ipqr\&bbnI\Y_f_b\qpdjgdheY\fidb_YYfns_j^t6P U?7@>VUF/01 ?34U0 4;2 .00M/0/ / 0. 1 ;0 //2 5<?34U0 4;2 22234.2221 0/21 4030422 2 .10Q 1 . 0 210 22 00M123 63 .228/0 0 04.0 0 / .0 0 2 6. 80/0 30 5G=V>G7PCVU>VCC?K<7<C:CV<F<40 4/2 2223*$]*-*-+-!'$)e%$#)*#+\*]*%Hf#%-`abcdIYj_hcC@7V@ORkV@<RmC>VUCVC?7PGRVOR?:7VGCE><=<=C>V<CV<7V@e\nb\&chd&_jf\Ynfbt^6P 8F< /0/ 12/22 30L0 0.2 570*$)+++'H%#%] *-$)I$$Z$f% #&%*$%+q%-(40 2/0.0 0 0 04 03 .>6VR>8 22L.2.0 /0yKE?Gm00L /05<U0 2;00X30 //2 /0/ 0 /E 0;223;01;2 6KE;;;85< //2 0X30 3.VR> 0 .KE;;;;3L2E0M @/ 0.00 2/00 3 .L324/05<KE;;; 3223L/12//0y 4. 30 /0 0 30 /2 DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 24 Packet Pg. 62 of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`BD<89E<>8B<6""-"6'"!"",$&(6'6, *&&('-#&" DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 25 Packet Pg. 63 of 303 0123450/6738444-0/9/300.% (?@ABC>D@EFAG=HB>DIJKLAMN@AOC@C?;:AP:;;QR>DSL=;ADCMT>@;SC"## ))"$#$#! 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DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 26 Packet Pg. 64 of 303 23-4-56378,.509:.//;5<.67=65-67>?@A2A2BCDBEEFEFG?HAGIJKAELACMTUVVSWXYSRWUVZRR[VTY\\]SYQV\\S^$\)) * !+ " ! ! !(!! %" ! !( )+ a %")"#! )% !)% ) #!! %% !%% % %(&((! ) ) ! !(!+ a+ (+ (+ ! " ( ! %(&( %)% ) ( $\))) * !% & !& % !% )( % ) % ) )% ( a)*$\ ++ ( !( (&(! ") a %( ! '! '"' $\ *"!! + $W+ a %" &( %% ") b)b_!(b_ + %c +% de776-e6378f-87f6:,;571HNNBg0e-f/-h706;i07fj;i703.,,97,7./ef771W $\ *"!! + $W^+ a %""V^T^]*#! &( %% %#! 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'H‰s ‡Š sH‰K Š sH‰u $ ), F',F)Z‹``i[\\giŒog[\‹dd`_khbgniYUWhddeŒ 1!! %1 $+%F$H$ %!%EK'K$K$) "'($ EKKEJŽ-,FŽ*1H *F**ˆ*D1HD., E'$!$##$ $ # $ $ $ HHH# F# $# %#, E r#‰$EK I $EKE, Š‘’“”•–—˜™š›’‘œšš˜ž’Ÿ‘’•”˜x¢w„{}vƒB„{{3„w|{v| w~£w~{{~vzw€†„{¤'($$ ) DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 28 Packet Pg. 66 of 303 +&,#*- #.#)+-"#+/*#+'0("#&%..#(*)!'%(+/1)!#"'(0)(*&%(+&,#*- '(0+,) 2#'.$ #.#(!#*'(3- 24%1(#")(*&%(!")&!%"/%(5,##!678/'(!,#6"##9"%!#&!'%(:#$%"!)(*!,#)$$"%;#*$ )(+<= >? @ @@ @? @@>>AB@@ C:#0- )!#*6"#1%"D'(0'(!,'+)"#)&%(!)&!!,#9"%E#&!5'!#"2%"'+!)!FGF GF JK @L@M ML @MB >NOLM>@>M@RSTUVWXXYVVWTSSZU[S\]XYWX^_SS_`ZUaU_YXbcd!' 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M@šžŸ ¡¢£¤¥¦§Ÿ £¨¢©¥ª¢¥ª«¬ª ¡š¥ £¤ª¬š¤¥ DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 29 Packet Pg. 67 of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"$$''$%&,!" *%&-*%&,/0123453678369:;<0=>?=4@64ACD75367F16;9G7F2AH:3AACI1;>J7KA39=7L191M17N==9M=4 / / ,/ $&&& % $& % -,$(& Q" %%$%- %',!" *%& !$(# DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 36 Packet Pg. 74 of 303 DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 37 Packet Pg. 75 of 303 !" #$%&'()*+,'-.//012 +##34(+)4%**5,6'$..789//.//.::? @A12 B2CD>+)':E.FE./.-%H*'$BIJKLMM DB@BNF//NOP@ MF/F"QRL/S:;R9;/"/ X CQWXSU.//2NTPU Y DNDU NDI AANCU CDDDCAPU2DZTU W2 [NCQ W[SPD AA"M:MZR@PUCU\NDNICCA ADNC CPU\NA DNDADDADC."/:"ZRQSQ"SUNICDNCD A]ghiajgkl`heehmnb_hoabno_fjinopnjf_nofjiboniohpqno_`ag`hjialphmnjmf_fnjlnqbonrag_hbbonshethmnb_amfjnomao_npf_fih_anohsnfmlfijfqfghjonjpaj_^ZRD2ADNAD UDCCAE \N D@ICAAN@DUIAADAWXZA QSUDIA~€ ww|w}~y~w }‚~ƒxw„ƒ…w}~ƒ†ƒw…‚‡y~w }‚~ƒxwˆz‰Šƒ}~‹wŒ Ž‰TU IDDUD DNDUCNAADCAD2DNUU DND A@ PUCUADU ADDI CU DNZ DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 38 Packet Pg. 76 of 303 !" #$ %$&'%$()#* '+,-* .*+/()+$01*2(- 34/ 1*4* )%'%$()5$4$ )&(2 6(4/ 1$')7* 89*-+$&:%(2 34/ 1*4* )%'%$() ;<=>=?<@A>BCD=EB@CD HIJKLMN;LOPDQORISJTMPARULPTMVIW XYZ[\Z][ XY^Z_X[`Y]___ _aX[^ ]]Y[_XXXbc^YdeYYXfdga WhXXX_]ZXX^a[ZX[ ]^XaX_]^[ aZ]YZZXYZ ^]XY_] [XZj^XZaZa]Z_XYX Z_XX]\Z[\ZXWk[l[XY_^Y YY][XX[^X^X[]^[iY]^XXY[ ]]ZZXX^]X_]]Wk_][]XYZ XX]Z[]YZ_XYZZXX^]XZ]^[m k cn aX^]XY_XX[^ ] [do]X Y]_ZZ]XYZY] Wh[_[Z_ ]XZ_]aXY^^YbZ Y ^Ypq X] Y ^Y"pqXgX[^X^X[]Y] Z_XX]ZXYZX[^`]`[[^YXY ]^X[X] ][[XXZ_bWWa[XX ]]][XgWrY]]XY^Z_X ZZY`[[X^YY[iY]^X[XZ ][ jXXZ ]a][Y[_]][XWrX^] XiY]ZXYZZ_XZZY^`YYXfd] dW ` X]X s [do]X [ ZXYZ Z_X t u_ v_ZX u @QwKQOTwBIJUQOVIJTMPxOLyTw@QwKQOTwBIJUQOVIJ QLwPLMNBIVUOPTKLUMzh ZXXY [] [ YX^Y]"qq_YaX{`Xfoq_YaX[ ` X]X XXYZ ] t DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 39 Packet Pg. 77 of 303 !" # $ %&'" ()$ &) *) ' +)$ &, -." /' ()$ &) 000123 456123 76 2 31667 31 6 6221 8 672 98 12 672 26456123 76 :2 1: ;3 1 2623 67 <6 76=2 6>?@A>BCDBEFGBDH>FFCD@IJKLIJCHCMIACD@ 17N7 1O2623 N7456 269 P;3 76 :1 71 1 776 < Q : 23 133 74269 276123 3 1:73:16 16 3: 2R: 8 <3 1: 9 : 2 7 2674 67 76 : 1 121:6 4 672 262 XYZ[\[ZY]^Z_]`\abcd0 2773 6 1 6 37:3 1 eff 938 7Q< 7gf 93876 h163667 66P;3 8P7917 2 P 2277: 2 8 : <6 6 1 DLF>kLCJlC@mIAnooGDBAIm>pq>@L>IAAj>IrrJCMI@AEF>sr>@F>tuj>lCFrJIv HDMLFD@Aj>rBDr>BAvEFjCFADBvwrIBACMLJIBJvAj>ImBCMLJALBIJrIFADHxI@AIyJIBI 162 7z 71 4569 763 1: 1: 77 {6:17 167 |672 IACD@MD@AIC@>lC@GIm>~uLB@kLJJEF€ MI@F>Bq>IFAj>kIFCFHDBAj> 917 456 6917 <3 1:132 6 IkDLAAj>rBDr>BAvEFjCFADBCMAj>}> FI@lIFFDMCIACD@FiCAjC@kBDIl>BMLJALBIJ {74562617 76 : 91:6‚2 ƒ =927174 < 717 ‚3„2 17 ƒ ‚9 =927 ‚ ‡[ˆZ[‰X^][‡XŠZ XYba‹Œb[ZXZ`` [‡Ž[bŠd 0696 26 2 27 3{21 2311331P173: 2978<Q 1 76 :6 1 1 26 7 6=2 6 BEFGBDH>FFCD@IJKLIJCHCMIACD@FxAI@lIBlFHDBIBMj>DJDmv IACD@ Q=92 76 :2 21 1 9 3 6140617• 9 2 86 • 9 2 7 976 7:2 21 69 3 61456;3 1 26 78 18 : 86• 9 2 7 9876 { 61 1 Q 2 1 7 1 11 <Q277 9 3 6 2 261 16 67324 23 3 271176 :9 3 1N : 1 2 7411 < 717 21 <6 ;3 1 26 7 ‚331 173: 297 ƒ ‚9 =927 ‚ DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 40 Packet Pg. 78 of 303 !" # $ %&'" ()$ &) *) ' +)$ &, -." /' ()$ &) 01023 0 24003 15 6 06 73 0 25 1 01360582 9:5 1006; 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<35 9= > < <<4448 < < 3<4 494 95<= 98 3<= 449 <<538 ? <43453 4 <434<53453678 48 4 > 48 < 4 <A4 334453453=@4 9 855=@4 <;449 <8B4 3 4 8C346784 454 < 334 3 5<9>5 < 3@ 93 5<4= 5; <8 4 F 4 HIJKLMN JIOPNQHRSTUQSKVHQIMN HQWSTVIJJML WSQILJXIOLRRHQTLORSYIWZ[\G]^K ``ab <;4 b <c 2 <44 3<543 < 4 99 <5 ;483 4 8 8 <4 3 34=@ 8C348 <<44484 <8 88 ? <4 388 443453 3;4=88:5 4 <3<54 3 88 8 <4 = 45 4 8 < 3<54 < 8 <4 :5 4?=@ <5> 3d45 ? <54 4<534536 <A8;48 301efg9e719hi F2= < ;81 3<4 494 ; 9 <5<= 3 4344 8>3453678C3 = ;= < 81 <<5< < 0345326 e 3< =8 4 3<;48 301efg9 hi F9e712 jklmnopqrlstoulkp lstoulkpxnqyzulkp{78 3 48 8 843 >5 < A|}` =84 <3453;> 5`6}A43~ 808 4848 <>5 <4< 2< URWIHOLRWIIWISK€\ZSKWQURWUQS^KL IJIW‚WHLRRHMM H TLWSI QLWIHOLWWZS 3 ; 48 >;<> :5 <6 = 4<4 3< =8 :5 < < 3453 3;4 ƒ e; 1;34 e DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 43 Packet Pg. 81 of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ocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 44 Packet Pg. 82 of 303 ! "#$%&"'$($ )* +!%%&,!&$,%,244 5102 6(8%&#, ! "#* +!%%&,!&$,%,244 5102 6(8%&#, 0 < < ! "#* +!%%&,!&$,%,244 5102 6(8%&#, < FG$H,%"E$ IIHIJHKLKMJ)MM)KLN DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 6 Attachment A - Approved Record of Land Use Action for the Development Agreement, including the Vesting Tentative Map Item 6: Staff Report Pg. 45 Packet Pg. 83 of 303 Project Plans The Final Map is available to the public online. Hardcopies of the Final Map have been provided to Councilmembers. Environmental Document Council certified the Revised Final EIR on September 12, 2025 through adoption of Resolution 10123 Directions to review Project plans online: 1. Go to: bit.ly/PApendingprojects 2. Scroll down to find “340 Portage” and click the address link 3. On this project specific webpage you will find a link to the project plans as well as links to the EIR Direct Link to Project Webpage: https://www.paloalto.gov/Departments/Planning-Development-Services/Current- Planning/Projects/3200-Park-Boulevard Item 6 Attachment B - Final Map and Link to Environmental Documents Item 6: Staff Report Pg. 46 Packet Pg. 84 of 303 This document is recorded for the benefit of the City of Palo Alto and is entitled to be recorded free of charge in accordance with Section 6103 of the Government Code. After Recordation, mail to: OFFICE OF THE CITY ATTORNEY City of Palo Alto 250 Hamilton Avenue P.O. Box 10250 Palo Alto, Ca 94303 SPACE ABOVE THIS LINE FOR RECORDER’S USE OPERATING MEMORANDUM NO. 1 DEVELOPMENT AGREEMENT By and Between CITY OF PALO ALTO, A Chartered City and SI 45, LLC, A California Limited Liability Company 3200 Portage Avenue Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 47 Packet Pg. 85 of 303 1 OPERATING MEMORANDUM NO. 1 THIS OPERATING MEMORANDUM NO. 1 (“MEMORANDUM”) is executed by the Parties (defined below), to become effective upon recordation of this Memorandum in the Official Records (defined below), by and between the CITY OF PALO ALTO, a chartered city of the State of California (“City”), and SI 45, LLC, a California limited liability company (sometimes incorrectly referred to in the Development Agreement (defined below) as a Delaware limited liability company) (“Owner”). City and Owner are each a “Party” and collectively, the “Parties.” RECITALS THIS MEMORANDUM is entered into on the basis of the following facts, understandings and intentions of the parties: A. The City and Owner entered into that certain Development Agreement effective November 1, 2023 and recorded on December 20, 2023 in the Official Records of Santa Clara County, California (“Official Records”) as Document No. 25577229 (“Development Agreement’) concerning the redevelopment of the Property, as that term is defined by the Development Agreement. All capitalized terms herein shall have the meaning set forth in the Development Agreement unless expressly provided otherwise. B. Owner has made substantial, good faith progress on the redevelopment under the terms of the Development Agreement, including the satisfaction of those certain milestones listed on Exhibit C of the Development Agreement (“Exhibit C”), and the Parties intend to use this Memorandum to document the satisfaction of certain of these milestones. C. Among the milestones on Exhibit C that the Owner has satisfied, the Owner has: (i) maintained regular updates to the City (Row 1), (ii) timely submitted the applications for the Phase A Work (Row 2), (iii) timely Commenced Construction of the Phase A Work (Row 3), (iv) timely completed the Parking Garage and completed demolition of the applicable portion of the Cannery (Row 4), (v) submitted a Final Map to the City that includes creation of the Townhome Parcel and the BMR/Park Dedication Parcel (Row 6). D. The Development Agreement Section 5.3 and Exhibit C, Row 6 requires the City to accept the offer of dedication of the BMR/Park Dedication Parcel (sometimes also referred to as the BMR/Parkland Dedication Parcel in the Development Agreement) on the Final Map and to accept such offer expeditiously and in good faith. E. For a number of reasons, the Parties have mutually agreed that it is preferable for the Owner to convey the BMR/Park Dedication Parcel to the City by separate grant deed rather than by dedication on the Final Map. F. The Owner has entered into a purchase and sale agreement with a townhome developer for the Townhome Parcel and intends to close promptly, and this Memorandum clarifies Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 48 Packet Pg. 86 of 303 2 and confirms the agreement between Owner and City regarding certain aspects of the Development Agreement to assist with this sale and the future development of the Townhomes. AGREEMENT Recordation of Final Map and Dedication of BMR/Park Dedication Parcel. Environmental Conditions. Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 49 Packet Pg. 87 of 303 3 In addition, the Parties reaffirm Section 5.4 of the Development Agreement: “Owner shall only be responsible for removing any new Hazardous Materials deposited on the BMR/Dedication Parcel to the residential environmental screening thresholds of the agency responsible for oversight of this Property to the City’s reasonable satisfaction. Owner shall not be responsible for any environmental conditions already identified and known (or that should have been known) to the Parties prior to the Effective Date of this Agreement, or any changes in regulatory screening levels related to those already known conditions.” 1.3 Switch Building. Pursuant to Section 5.5 of the Development Agreement, the City has confirmed a desire to accept assignment to the City of the existing lease of the Switch Building with Comcast of California IX, Inc., as tenant, dated August 1, 2000, as amended by First Amendment of Lease dated May 15, 2003, Second Amendment to Lease Agreement dated February __, 2019, and Third Amendment to Lease Agreement dated December 16, 2021 (such lease, together with all such amendments being collectively, the “Lease”). Therefore, within two (2) business days after City’s delivery of the Acceptance Notice to Owner, (i) the Parties shall execute and deliver into escrow the Switch Building assignment and assumption agreement in substantially the form attached hereto as Exhibit B, and (ii) Owner shall deposit into escrow the notice to tenant signed by Owner in substantially the form attached hereto as Exhibit C (“Tenant Notice”) and an amount equal to the unapplied security deposit currently held by Owner under the Lease (“Security Deposit”). Upon the recording of the Grant Deed in the Official Records, by the joint escrow instructions described in Section 1.6, below, the Parties shall direct the escrow holder to (y) deliver the Tenant Notice to the parties addressed thereto, and (z) deliver the Security Deposit to the City. All revenues and expenses of the BMR/Park Dedication Parcel and the Switch Building, including without limitation, real property taxes, special taxes, assessments, utility charges and any other expenses normal to the operation and maintenance of the BMR/Park Dedication Parcel and the Switch Building, shall be prorated and apportioned between Owner, on the one hand, and City, on the other hand, as of the date of recordation of the Grant Deed. Such proration shall be performed by Owner and City outside of escrow after the recordation of the Grant Deed. In the event any prorations shall require final adjustments, then the Parties shall make the appropriate adjustments promptly when accurate information becomes available, but in no event shall such final adjustment occur later ninety (90) days following the recordation of the Grant Deed. If the Lease requires the tenant to reimburse landlord for real property taxes and operating expenses, then within ninety (90) days following the recordation of the Grant Deed, Owner shall provide a written statement of expense reconciliation for the applicable period up to the date of recordation of the Grant Deed. 1.4 Development of Townhomes and Park Building; Payment of Fees. Following recordation of the Final Map in the Official Records and the execution of this Memorandum, and issuance of all applicable ministerial permits, and as otherwise dictated by the market, Owner (or any subsequent owner of the Townhome Parcel) may begin construction and complete the Townhomes consistent with the Approvals and shall, subject to the payment of the Public Benefit Fee, when due, pursuant to Section 5.8(b) of the Development Agreement, have the immediate right to full and complete satisfaction of any and all parkland dedication requirements Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 50 Packet Pg. 88 of 303 4 under Palo Alto Municipal Code Chapter 21.50 and inclusionary housing requirements under Chapter 16.65. Acceptance of BMR/Park Dedication Parcel; Outside Acceptance Date Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 51 Packet Pg. 89 of 303 5 The Parties agree the outside date for the City to accept the BMR/Park Dedication Parcel will be six (6) months from the date of recordation of this Memorandum, unless extended by mutual written agreement of the Parties. 1.6 Recordation; Joint Escrow Instructions. Promptly after signing and delivery of this Memorandum into escrow by the Parties, the Parties shall cause this Memorandum to be recorded in the Official Records in accordance with those certain joint closing instructions executed by the Parties. 1.7 Effect of Agreement. The Development Agreement shall remain in full force and effect. In the case of a conflict between the terms of this Memorandum and the Development Agreement, this Memorandum shall control. IN WITNESS WHEREOF, City and Owner have signed this Memorandum as of the date first written above. Signatures to follow on following pages Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 52 Packet Pg. 90 of 303 S-1 “City”: CITY OF PALO ALTO, a California charter city and municipal corporation By: Name: Title: Attest: Name: Title: APPROVED AS TO FORM: Name: Title: Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 53 Packet Pg. 91 of 303 S-1 Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 54 Packet Pg. 92 of 303 S-2 “Owner”: Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 55 Packet Pg. 93 of 303 S-2 Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 56 Packet Pg. 94 of 303 S-3 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. On ______________________________, before me, ___________________, a Notary Public in and for said County and State, personally appeared _____________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. WITNESS my hand and official seal NOTARY PUBLIC, STATE OF CALIFORNIA My Commission #_______________ Expires: _____________________ Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 57 Packet Pg. 95 of 303 S-3 Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 58 Packet Pg. 96 of 303 S-4 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. On ______________________________, before me, ___________________, a Notary Public in and for said County and State, personally appeared _____________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing is true and correct. WITNESS my hand and official seal NOTARY PUBLIC, STATE OF CALIFORNIA My Commission #_______________ Expires: _____________________ Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 59 Packet Pg. 97 of 303 S-4 Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 60 Packet Pg. 98 of 303 Exhibit A - 1 EXHIBIT A Recording Requested by: ___________________________ When recorded mail to and tax statement to: City of Palo Alto Real Property Manager 250 Hamilton Avenue Palo Alto, CA 94301 Property Adress: APN: SPACE ABOVE THIS LINE FOR RECORDER'S USE GRANT DEED The Undersigned Grantor(s) Declare(s): DOCUMENTARY TRANSFER TAX $0.00; CITY TRANSFER TAX $0.00; SURVEY MONUMENT FEE $N/A [] computed on the consideration or full value of property conveyed, OR [] computed on the consideration or full value less value of liens and/or encumbrances remaining at time of sale, [] unincorporated area; [ X ] City of Palo Alto, and EXEMPT FROM: RECORDING FEES PURSUANT TO GOVERNMENT CODE 6103 AND 27383. DOCUMENTARY TRANSFER TAX PURSUANT TO REVENUE AND TAXATION CODE 11922. DEED TO PUBLIC ENTITY. BUILDING HOMES AND JOBS ACTS FEE PER GOVERNMENT CODE 27388.1(a)(2). FOR A VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, SI 45 LLC, a California limited liability company (“Grantor”), hereby grant(s) to City of Palo Alto, a California chartered municipal corporation , in dedication for public use as provided in the Development Agreement described below, Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 61 Packet Pg. 99 of 303 Exhibit A - 2 that certain real property in the City of Palo Alto, County of Santa Clara, State of California, which is more particularly described on Exhibit A attached hereto and made a part of (the “Property”). THE PROPERTY IS CONVEYED SUBJECT TO: all covenants, conditions, and restrictions, reservations, rights, rights of way, easements, encumbrances, liens, and other matters of record, including, but not limited to, a Development Agreement effective November 1, 2023 and recorded on December 20, 2023 as Document No. 25577229 (the “Development Agreement”), in the Official Records of Santa Clara County, California (the “Official Records”), and an Operating Memorandum No. 1 dated November __, 2025 and recorded on _______________, as Document No. _________, in the Official Records; any lease affecting the Property to the extent assigned by Grantor to Grantee; all matters which would be revealed or disclosed in an accurate survey or by physical inspection of the Property; liens for non- delinquent real property taxes and assessments; zoning ordinances and regulations and any other laws, ordinances, notices, orders and other governmental regulations and restrictions affecting the use, occupancy or enjoyment of the Property. [signature page follows on next page] Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 62 Packet Pg. 100 of 303 Exhibit A - 2 Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 63 Packet Pg. 101 of 303 Exhibit A - 3 In witness whereof, the undersigned have executed this document on the date set forth below. GRANTOR: Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 64 Packet Pg. 102 of 303 Exhibit A - 4 Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 65 Packet Pg. 103 of 303 Exhibit A - 4 Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 66 Packet Pg. 104 of 303 Exhibit A - 5 CERTIFICATE OF ACCEPTANCE This is to certify that the interest in the real property conveyed by the Grant Deed dated ___________________________, from SI 45 LLC, a California limited liability company, to City of Palo Alto, a California chartered municipal corporation, is hereby accepted in accordance with the authority granted to the City Manager by the City Council of the City of Palo Alto acting in session on ___________________________, and the Grantee consents to recordation thereof by its duly authorized officer. City of Palo Alto, a California chartered municipal corporation By: Name: Title: Date: Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 67 Packet Pg. 105 of 303 Exhibit A - 5 Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 68 Packet Pg. 106 of 303 Exhibit A - 6 EXHIBIT A LEGAL DESCRIPTION Real property in the City of Palo Alto, County of Santa Clara, State of California, described as follows: Lot 2 as shown on the map of Tract No. 10662, a Five Lot Subdivision, filed for record in the Office of the Recorder for the County of Santa Clara on ______, 2025 in Book ____ of Maps, at Pages _____. Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 69 Packet Pg. 107 of 303 Exhibit A - 6 Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 70 Packet Pg. 108 of 303 Exhibit B - 1 EXHIBIT B ASSIGNMENT AND ASSUMPTION OF LEASE THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made and dated for reference purposes as of the ____ day of _____________, 20___, by and between SI 45, LLC, a California limited liability company (“Assignor”), and the CITY OF PALO ALTO, a chartered city of the State of California (“Assignee”), with reference to the following facts: RECITALS Pursuant to Section 5.3 of that certain Development Agreement dated November 1, 2023, and recorded on December 20, 2023, in the Official Records of the Santa Clara County Recorder’s Office (the “Official Records”) as Document No. 25577229 (the “Development Agreement”), entered into by and between Assignor and Assignee, upon recordation of a final map, Assignor is required to (i) offer to dedicate the BMR/Park Dedication Parcel (as described and referred to in the Development Agreement) to Assignee, and (ii) upon Assignee’s acceptance of such offer, convey the BMR/Park Dedication Parcel to Assignee. In accordance with the Development Agreement, Assignor has filed for record on _____________, as Instrument No. ______, in Book ____ of Maps, Page ___, in the Official Records, a final map for Tract No. 10662 (the “Final Map”). The BMR/Park Dedication Parcel is shown on the Final Map as Lot 2. Assignor, as the current lessor, and Comcast of California IX, Inc., a Pennsylvania corporation (“Tenant”), as the current lessee, are parties to that certain Lease Agreement dated as of August 1, 2000 (the “Original Lease”), as amended by that certain First Amendment of Lease dated May 15, 2003, by that certain Second Amendment to Lease Agreement dated February __, 2019, and by that certain Third Amendment to Lease Agreement dated December 16, 2021 (the Original Lease, as so amended, collectively the “Lease”), for certain premises consisting of approximately one thousand six hundred fifty (1,650) square feet of building space located at the end of the driveway adjacent to 270 Lambert Street, also known as 278 Lambert Street, in the City Palo Alto, Santa Clara County, California, which premises are situated on a portion of the BMR/Park Dedication Parcel. Assignor has offered to dedicate the BMR/Park Dedication Parcel to Assignee, and Assignee has accepted such offer. To effectuate the dedication of the BMR/Park Dedication Parcel to Assignee, Assignor is transferring and conveying the BMR/Park Dedication Parcel to Assignee subject to the Lease. In accordance with Section 5.5 of the Development Agreement, Assignor desires (concurrently with its transfer and conveyance of the BMR/Park Dedication Parcel to Assignee) Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 71 Packet Pg. 109 of 303 Exhibit B - 2 to assign and transfer to Assignee all of Assignor’s right, title and interest, as lessor, in and to the Lease, upon the terms and conditions set forth herein, and Assignee desires to assume all of Assignor’s obligations pursuant to the Lease, upon the terms and conditions set forth in this Assignment. Conveyance Date”), Assignor does hereby assign and transfer to Assignee all of Assignor’s right, title and interest in and to the Lease, including, without limitation the unapplied tenant security deposit held by Assignor pursuant to the Lease. Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 72 Packet Pg. 110 of 303 Exhibit B - 3 held invalid or unenforceable shall not be affected thereby, and each term and provision of this Assignment shall be valid and enforced to the fullest extent permitted by law. This Assignment may be signed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures and initials to this Assignment created by the signer by electronic means and/or transmitted by email or other electronic transmission (including without limitation via DocuSign) shall be valid and effective to bind the party so signing and/or transmitting, and copies of this signed Assignment shall be valid and effective to bind the signing parties and be treated as originals. Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 73 Packet Pg. 111 of 303 Exhibit B - 4 “ARBITRATION OF DISPUTES” PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY CALIFORNIA LAW AND YOU ARE GIVING UP ANY RIGHTS YOU MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY INITIALLING IN THE SPACE BELOW YOU ARE GIVING UP YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS THOSE RIGHTS ARE SPECIFICALLY INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISION. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. [Remainder intentionally left blank; signatures appear beginning on the next page.] Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 74 Packet Pg. 112 of 303 Exhibit B - 4 Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 75 Packet Pg. 113 of 303 Exhibit B - 5 IN WITNESS WHEREOF, Assignor and Assignee have signed this Assignment as of the date first set forth above, to be effective as of the Conveyance Date. ASSIGNOR: SI 45, LLC, a California limited liability company By: Sobrato Interests 3 a California limited partnership Its: Sole Member By: Sobrato Development Companies, LLC, a California limited liability company Its: General Partner By: ______________________________ John Michael Sobrato Its: Manager ASSIGNEE: CITY OF PALO ALTO, a chartered city of the State of California By: Name: Its: Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 76 Packet Pg. 114 of 303 Exhibit B - 5 Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 77 Packet Pg. 115 of 303 Exhibit C - 1 EXHIBIT C NOTICE TO TENANT ________________, 20___ Comcast of California IX, Inc. 9401 E. Panorama Circle Centennial, CO 80112 Attn: Director of Real Estate, West Division Comcast of California IX, Inc. 3011 Triad Place Livermore, CA 94551 Attn: Real Estate Department Comcast Cable Communications, LLC One Comcast Center 1701 John F. Kennedy Boulevard Philadelphia, PA 19103-2838 Attn: Real Estate Counsel legal_notices@comcast.com real_estate@cable.comcast.com RE: Notice of Change of Ownership – Your lease dated August 1, 2000, as amended by First Amendment of Lease dated May 15, 2003, Second Amendment to Lease Agreement dated February __, 2019, and Third Amendment to Lease Agreement dated December 16, 2021 (such lease, together with all such amendments being collectively, the “Lease”) for Premises located at the end of driveway adjacent to 270 Lambert Street, Palo Alto, California and more particularly described in the Lease (“Premises”) Dear Tenant: Please be advised that, as of _______________ [Insert date of recordation of grant deed conveying title to City of Palo Alto] (the “Conveyance Date”), the above-referenced Premises, Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 78 Packet Pg. 116 of 303 Exhibit C - 2 the Complex described in the Lease, and the parcel of land upon which such Premises and Complex are located, have been acquired by, and the landlord’s interest in your Lease and the unapplied portion of your security deposit that was held by the landlord pursuant to the Lease have been assigned to, the CITY OF PALO ALTO, a chartered city of the State of California (“City”). For rent payments and correspondence: SI 45, LLC, a California limited liability company By: Sobrato Interests 3 a California limited partnership Its: Sole Member By: Sobrato Development Companies, LLC, a California limited liability company Its: General Partner By: ____________________________ John Michael Sobrato Its: Manager Item 6 Attachment C - Draft Operation Memorandum No. 1 to the Development Agreement Item 6: Staff Report Pg. 79 Packet Pg. 117 of 303 NOT YET ADOPTED 6055477RV2 Resolution No. ________ Resolution of the Council of the City of Palo Alto Renaming Portage Avenue to Thomas Foon Chew Avenue R E C I T A L S A. On October 2, 2023, the City Council of the City of Palo Alto adopted Ordinance 5595, adopting a Development Agreement for the redevelopment of the 14.65-acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue (“Development Agreement Project”). B. City engaged consultants Page & Turnbull to prepare a Historic Resource Evaluation dated February 26, 2019 for the cannery building located at 340 Portage Avenue (“Cannery Building”), which concluded that the cannery building was eligible for listing in the California Register of Historical Resources at the local level of significance under Criterion 1 (Events) for its association with Thomas Foon Chew, Bay Side Cannery, and the history of the canning industry in Santa Clara County. C. The Development Agreement Project involves partial demolition and rehabilitation of the Cannery Building, as well as the installation and maintenance of interpretive materials and public artwork honoring the history associated with the Cannery Building. D. As part of its action adopting the Development Agreement, the City Council desired to further honor the historic significance of the Cannery Building by renaming Portage Avenue to Thomas Foon Chew Avenue. NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows: SECTION 1. Portage Avenue is hereby renamed Thomas Foon Chew Avenue, as generally depicted in Exhibit A. SECTION 2. The City Manager is directed to take all appropriate actions to implement this name change, including the installation or replacement of necessary wayfinding signage . // // // // // Item 6 Attachment D - Resolution Renaming Portage Avenue Item 6: Staff Report Pg. 80 Packet Pg. 118 of 303 NOT YET ADOPTED 6055477RV2 SECTION 3. The Council finds that the adoption of this resolution is exempt from the California Environmental Quality Act (“CEQA”) pursuant to CEQA Guidelines Section 1 5061(b)(3), because it can be seen with certainty that there is no possibility of a significant environmental effect. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: __________________________ _____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: __________________________ _____________________________ Assistant City Attorney City Manager Item 6 Attachment D - Resolution Renaming Portage Avenue Item 6: Staff Report Pg. 81 Packet Pg. 119 of 303 Portage Avenue Ash Street Acacia Avenue El Camino Real Lambert Avenue Acacia Avenue El Camino Real This map is a product of City of Palo Alto GIS [ 0 0.015 0.030.0075 Miles Exhibit A Portage Avenue Ash Street Acacia Avenue El Camino Real Lambert Avenue Acacia Avenue El Camino Real Thomas Foon Chew Avenue Existing Proposed Item 6 Attachment D - Resolution Renaming Portage Avenue Item 6: Staff Report Pg. 82 Packet Pg. 120 of 303 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Transportation Meeting Date: November 17, 2025 Report #:2508-5125 TITLE Approval of Funding Agreements with Stanford University to Receive up to $600,000 and VTA for up to $456,000 to Partially Fund Palo Alto Link through June 2026, and Related Budget Amendments in the General Fund; CEQA status – not a project. RECOMMENDATION Staff recommends that the Council: 1. Approve and authorize the City Manager or their designee to execute a Cost Sharing Agreement to receive funding from Stanford University to fund Palo Alto Link Services to Stanford Research Park up to $600,000 through June 30, 2026 (Attachment A); 2. Approve and authorize the City Manager or their designee to approve a Funding Agreement with VTA to Receive $456,500 from the Transportation Fund for Clean Air (TFCA) grant program to Fund Palo Alto Link in FY26 (Attachment B); 3. Amend the Fiscal Year 2026 Budget Appropriation for the General Fund in the Office of Transportation (requires 2/3 approval) by: a. Increasing the revenue estimate from Stanford University by $340,000; b. Increasing the revenue estimate for grants by $456,500; c. Increasing the Office of Transportation contract services appropriation by $796,500. EXECUTIVE SUMMARY The recommended action to approve funding agreements with Stanford University for $600,000, along with confirmed additional grant funds awarded from the VTA’s Transportation Fund for Clean Air (TFCA) program ($456,500), to support Palo Alto Link (PAL) services through June 2026, while maintaining the service’s reliance upon the General Fund at $250,000 for FY 2026. Item 7 Item 7 Staff Report Item 7: Staff Report Pg. 1 Packet Pg. 121 of 303 BACKGROUND On December 12, 2022, City Council approved the contract for Palo Alto Link (PAL) service.1 This service addresses first-/last-mile access in Palo Alto and provides a convenient and affordable transportation option for residents, employees, and vulnerable or transit-dependent populations. PAL currently provides on-demand service Monday-Friday for a 12-hour service span 7:00 am-7:00 pm. The service operates within most of the City, except the areas of open space in the Foothills and East Bayshore areas and very low-density housing at the urban-wildland interface. With the help of a web application, PAL utilizes a ten (10) vehicle fleet to provide virtually positioned pick-up and drop-off locations within an acceptable walking distance of origins and destinations. Door-to-door service a booking agent available by phone is available for riders who require extra assistance. On April 10, 2023, Council approved a cost sharing agreement with Stanford University for service to the Stanford Research Park, extending the program service area and providing full fare and trip cost coverage for all riders‘ trips into and out of the Park, with Stanford reimbursing 30% of the monthly operating costs of the total Palo Alto Link program.2 On October 28, 2024, the cost sharing agreement was updated to a usage-based agreement, such that Stanford would cover the portion of the total operating costs reflective of their monthly percentage of trips to/from the Stanford Research Park.3 Since that agreement, Stanford’s cost sharing portion has ranged between 35% and 50% per month, calculated as a percentage of each month’s total costs for the service. While the initial Measure B Innovative Transit Grant funds of $2,000,000 have been spent down, staff have partnered with Via to pursue additional grant funds to extend the term of service of Palo Alto Link and decrease reliance upon City funds. As a result of these grant writing efforts, the City has successfully obtained two successive rounds of the Bay Area Air Quality District’s (BAAQMD) Transportation for Clean Air (TFCA) fund, which is administered by VTA. The initial $441,000 grant was utilized for services provided from January 1, 2025 through June 30, 2025. A second award has been granted in the most recent round, and is available for services through the current fiscal year. As part of the annual budget process, City Council considers and approves PAL service levels and funding. As part of the FY 2026 Adopted Operating Budget,4 the Council approved funding of $550,000 in the General Fund for six months of PAL Services on June 16, 2025. On June 17, 2025 1 City Council meeting 12/12/2022, Item#8: https://cityofpaloalto.primegov.com/portal/item/?meetingItemId=20f80994-de00-4d1a-aa0b-9e37365ba583 2 City Council meeting 4/10/2023, Item#7: https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=1109 3 City Council meeting 10/28/2024, Item#10: https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=14449 4 FY 2026 Adopted Operating Budget - Office of Transportation pages 347-358: https://www.paloalto.gov/files/assets/public/v/1/administrative-services/city-budgets/fy-2026-city- budget/adopted/fy-2026-adopted-operating-budget_final.pdf Item 7 Item 7 Staff Report Item 7: Staff Report Pg. 2 Packet Pg. 122 of 303 an amendment to authorize $1.1 million in Palo Alto Link services for Fiscal Year 2026 pending support from other sources9 was approved. This contract was expected to be partially offset by revenue from Stanford (up to $600,000) and fare revenue from riders ($40,000) for a cost to the General Fund of $250,000. The contract enables service through June 2026 were grants to be received to fund services. ANALYSIS NEXT STEPS FISCAL/RESOURCE IMPACT 9 City Council meeting 6/17/2025, Item#AA2: https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=17567 Item 7 Item 7 Staff Report Item 7: Staff Report Pg. 3 Packet Pg. 123 of 303 only approved funding through June 202611, indicating that General Fund support may not be provided in future years. STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 7 Item 7 Staff Report Item 7: Staff Report Pg. 4 Packet Pg. 124 of 303 Stanford Agreement No. PURCHASING GUIDE – APPENDIX L PAGE 1 OF 7 Appendix L: Short Form Agreement for Revenue Contracts Commented [TS1]: Stanford should put in their contract number in the header Item 7 Attachment A - Cost-Sharing Agreement between the City of Palo Alto and Stanford for On-Demand Transit Services (Sept. 2025- June 2026) Item 7: Staff Report Pg. 5 Packet Pg. 125 of 303 Stanford Agreement No. PAGE 2 OF 7 APPENDIX L – SHORT FORM AGREEMENTS FOR REVENUE CONTRACTS Short Form Agreement for Revenue Contracts Cost-Sharing Agreement between the City of Palo Alto and Stanford for On-Demand Transit Services (Sept. 2025-June 2026)Contract #: BY THIS AGREEMENT MADE AND ENTERED INTO ON OCTOBER X, 2025 BY AND BETWEEN THE CITY OF PALO ALTO (“CITY”) AND THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“STANFORD”), 3215 Porter Drive, Palo Alto, CA 94304-1286. IN CONSIDERATION OF THEIR MUTUAL COVENANTS, THE PARTIES HERETO AGREE AS FOLLOWS: CITY SHALL PROVIDE OR FURNISH THE FOLLOWING SPECIFIED 1) GOODS AND MATERIALS, 2) SERVICES OR 3) A COMBINATION THEREOF AS SPECIFIED IN THE EXHIBITS NAMED BELOW AND ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE: EXHIBIT A – SCOPE OF SERVICES. EXHIBITS THE FOLLOWING ATTACHED EXHIBITS HEREBY ARE MADE PART OF THIS AGREEMENT: CONTRACT IS NOT COMPLETE UNLESS ALL EXHIBITS ARE ATTACHED Exhibit A - Scope of Services Exhibt B- Payment Plan Exhibit C- Insurance Requirements TERM THE SERVICES AND/OR MATERIALS FURNISHED UNDER THIS AGREEMENT SHALL COMMENCE ON SEPTEMBER 1, 2025 AND SHALL BE COMPLETED NO LATER THAN JUNE 30, 2026. COMPENSATION FOR THE FULL PERFORMANCE OF THIS AGREEMENT: STANFORD SHALL PAY CITY AN AMOUNT NOT TO EXCEED $600,000 IN ACCORDANCE WITH EXHIBIT B. CITY ACCOUNT NUMBER: COST CENTER GL ACCT PROJECT /INTERNAL ORDER PHASE NO.DOLLAR AMOUNT GENERAL TERMS AND CONDITIONS ARE INCLUDED ON ALL PAGES OF THIS AGREEMENT. . HOLD HARMLESS. Each party shall indemnify, defend and hold harmless the other party, its Council Members, officers, employees, and agents from any and all demands, claims or liability of any nature, including wrongful death, caused by or arising out of the other party, its officers’, directors’, employees’ or agents’ negligent acts, errors, or omissions, or willful misconduct. ENTIRE AGREEMENT. This agreement and the terms and conditions on the following pages represent the entire agreement between the parties with respect to the purchase and sale of the goods, equipment, materials or supplies or payment for services which may be the subject of this agreement. All prior agreements, representations, statements, negotiations and undertakings whether oral or written are superseded hereby. Commented [TS2]: Remember to put City’s contract # here Item 7 Attachment A - Cost-Sharing Agreement between the City of Palo Alto and Stanford for On-Demand Transit Services (Sept. 2025- June 2026) Item 7: Staff Report Pg. 6 Packet Pg. 126 of 303 Item 7 Attachment A - Cost-Sharing Agreement between the City of Palo Alto and Stanford for On-Demand Transit Services (Sept. 2025- June 2026) Item 7: Staff Report Pg. 7 Packet Pg. 127 of 303 Stanford Agreement No. PAGE 2 OF 7 APPENDIX L – SHORT FORM AGREEMENTS FOR REVENUE CONTRACTS Item 7 Attachment A - Cost-Sharing Agreement between the City of Palo Alto and Stanford for On-Demand Transit Services (Sept. 2025- June 2026) Item 7: Staff Report Pg. 8 Packet Pg. 128 of 303 PURCHASING GUIDE – APPENDIX L PAGE 3 OF 7 IN WITNESS THEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT THE DAY, MONTH, AND YEAR FIRST WRITTEN ABOVE. PROJECT MANAGER AND REPRESENTATIVE FOR STANFORD FOR CITY NAME: Nathan Baird BY: Patricia Moss DEPT: Office of Transportation TITLE: Procurement Director P.O, BOX 10250 PALO ALTO, CA 94303 Date: Telephone 650-329-2520 INVOICING SEND ALL INVOICES TO THE CITY, ATTN: PROJECT MANAGER CITY OF PALO ALTO APPROVALS: (ROUTE FOR SIGNATURES ACCORDING TO NUMBERS IN APPROVAL BOXES BELOW) APPROVAL OVER $25,000 CITY DEPARTMENT  Funds Have Been Budgeted (1) PURCHASING & CONTRACT ADMINISTRATION INSURANCE REVIEW (2) (3) PURCHASING MANAGER APPROVAL OVER $25,000 APPROVAL OVER $85,000 CITY OF PALO ALTO BY:_____________________________________ CITY ATTORNEY ATTEST: BY:________________________ _______________________ MAYOR CITY CLERK Item 7 Attachment A - Cost-Sharing Agreement between the City of Palo Alto and Stanford for On-Demand Transit Services (Sept. 2025- June 2026) Item 7: Staff Report Pg. 9 Packet Pg. 129 of 303 Item 7 Attachment A - Cost-Sharing Agreement between the City of Palo Alto and Stanford for On-Demand Transit Services (Sept. 2025- June 2026) Item 7: Staff Report Pg. 10 Packet Pg. 130 of 303 PURCHASING GUIDE – APPENDIX L PAGE 3 OF 7 Item 7 Attachment A - Cost-Sharing Agreement between the City of Palo Alto and Stanford for On-Demand Transit Services (Sept. 2025- June 2026) Item 7: Staff Report Pg. 11 Packet Pg. 131 of 303 Stanford Agreement No. PAGE 4 OF 7 APPENDIX L – SHORT FORM AGREEMENTS FOR REVENUE CONTRACTS CITY OF PALO ALTO GENERAL TERMS AND CONDITIONS A. ACCEPTANCE. This agreement is limited to the terms and conditions on pages 1 through 4 inclusive and any exhibits referenced. B. GOVERNING LAW AND VENUE. This agreement shall be governed by the laws of the state of California. The courts of the State of California in the County of Santa Clara and the federal court for the Northern District of California have sole jurisdiction over any disputes that arise over this agreement. C. NO EMPLOYMENT; CONFLICTS. It is understood and agreed that this agreement is not a contract of employment in the sense that the relation of master and servant exists between the CITY and undersigned. At all times CITY shall be deemed to be an independent contractor and STANFORD is not authorized to bind CITY to any contracts or other obligations. In executing this agreement, STANFORD certifies that no one who has or will have any financial interest under this agreement is an officer or employee of CITY. D. INSURANCE. STANFORD agrees to provide the insurance specified in the “Insurance Requirements” form attached hereto as Exhibit C or self-insure to equivalent standards. In the event STANFORD is unable to secure a policy endorsement naming the City of Palo Alto as an additional insured under any comprehensive general liability or comprehensive automobile policy or policies, STANFORD shall at a minimum, and only with the written approval of City’s Risk Manager or designee, cause each such insurance policy obtained by it to contain an endorsement providing that the insurer waives all right of recovery by way of subrogation against CITY, its officers, agents, and employees in connection with any damage, claim, liability personal injury, or wrongful death covered by any such policy. Each such policy obtained by STANFORD shall contain an endorsement requiring thirty (30) days' written notice from the insurer to CITY before cancellation or reduction in the coverage or limits of such policy. STANFORD shall provide certificates of such policies or other evidence of coverage satisfactory to City's Risk Manager, together with evidence of payment of premiums, to CITY at the commencement of this agreement, and on renewal of the policy, or policies, not later than twenty (20) days before expiration of the terms of any such policy. CITY agrees to maintain insurance of equivalent standards as STANFORD. E. TERMINATION. This agreement may be terminated by either party upon thirty (30) days written notice to the other party. Monies then owing based upon work satisfactorily accomplished shall be paid to CITY. F. CHANGES. This agreement shall not be assigned or transferred without the written consent of the either party. No changes or variations of any kind are authorized without the written consent of the both parties. G. Reserved. H. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by either party shall operate as a waiver on the part of such party of any of its rights under this agreement. I. Reserved. J. Reserved. K. Reserved. L. Reserved. M. PRICE TERMS. Extra charges, invoices and payment. No extra charges of any kind will be allowed unless specifically agreed to in writing by CITY. All state and federal excise, sales and use taxes shall be stated separately on the invoices. In event CITY reduces its price for such materials or services during the term of this agreement, CITY agrees to reduce the prices or rates hereof correspondingly. N. Reserved. O. Reserved. P. NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement shall give any rights to any person other than the Parties to this Agreement. Q. USE OF STANFORD TRADEMARKS. CITY agrees not to use Stanford's name or other Stanford trademarks (together referred to herein as the "Marks"), or the name or trademarks of any related organization, or to quote any of Stanford's faculty, staff, students, volunteers or agents ("Quotes"), either in writing or orally, without the prior written consent of STANFORD’s Senior Director, University Brand Management. This prohibition includes, but is not limited to, use of the Marks or Quotes in press releases, advertising, marketing materials, other promotional materials, presentations, photographs for commercial use, case studies, reports, websites, application or software interfaces, and other electronic media. Item 7 Attachment A - Cost-Sharing Agreement between the City of Palo Alto and Stanford for On-Demand Transit Services (Sept. 2025- June 2026) Item 7: Staff Report Pg. 12 Packet Pg. 132 of 303 Stanford Agreement No. PURCHASING GUIDE – APPENDIX L PAGE 5 OF 7 Exhibit A – Scope of Services In consideration for Stanford’s payment under this Agreement, City shall: 1. Expand the City’s On-Demand Transit program delivered under City contract C23184827 or its successors with Nomad Transit LLC (“program”) to include the Stanford Research Park during all regular hours of the program. 2. Provide free rides to and from the Stanford Research Park as part of the program in lieu of charging riders the regular fee. 3. Provide Stanford with ride data on a periodic basis regarding rides to/from Stanford Research Park. Such data will not include personal information of the riders. Item 7 Attachment A - Cost-Sharing Agreement between the City of Palo Alto and Stanford for On-Demand Transit Services (Sept. 2025- June 2026) Item 7: Staff Report Pg. 13 Packet Pg. 133 of 303 Stanford Agreement No. PAGE 2 OF 7 APPENDIX L – SHORT FORM AGREEMENTS FOR REVENUE CONTRACTS Exhibit B – Payment Plan Stanford shall pay City a pro-rata amount based upon the total monthly cost of the service and the percentage of trips to and from the Standford Research Park (SRP), with a not-to-exceed amount of $600,000. For each month, the formula shall be the total monthly cost invoiced, multiplied by the total percentage of completed trips to and from the SRP with the trip data being provided by Nomad Transit LLC. Month Monthly Invoice Total SRP % of all completed trips Total Monthly Cost to SRP January $ 100,000.00 35%$35,000 Item 7 Attachment A - Cost-Sharing Agreement between the City of Palo Alto and Stanford for On-Demand Transit Services (Sept. 2025- June 2026) Item 7: Staff Report Pg. 14 Packet Pg. 134 of 303 PURCHASING GUIDE – APPENDIX L PAGE 3 OF 7 Exhibit C – Insurance Requirements STANFORD WARRANTS THAT IT HAS INSURANCE TO SUPPORT THIS AGREEMENT AND THAT IT WILL MAINTAIN COVERAGE FOR THE DURATION OF THIS AGREEMENT AS PROVIDED BELOW. CONTRACT IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN. MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT 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 $250,000 $500,000 $100,000 $250,000 $500,000 $100,000 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 Item 7 Attachment A - Cost-Sharing Agreement between the City of Palo Alto and Stanford for On-Demand Transit Services (Sept. 2025- June 2026) Item 7: Staff Report Pg. 15 Packet Pg. 135 of 303 1 SANTA CLARA VALLEY TRANSPORTATION AUTHORITY CONGESTION MANAGEMENT PROGRAM TRANSPORTATION FUND FOR CLEAN AIR AGREEMENT FY 2025/26 This agreement (“Agreement”) is entered into between the Santa Clara Valley Transportation Authority (“VTA”) and the City of Palo Alto (“Sponsor”) and shall be effective beginning on July 1, 2025 (“Effective Date”). Hereinafter, Sponsor and VTA may be individually referred to as a “PARTY” or collectively referred to as the “PARTIES”. RECITALS This Agreement is made with reference to the following facts: A. VTA has been designated, by resolutions of the County of Santa Clara and most of the cities therein, as the Program Manager for Santa Clara County’s Transportation Fund for Clean Air (“TFCA”) funds under the State of California Health and Safety Code Section 44241. B. Pursuant to that designation, VTA is responsible for allocating and administering the County of Santa Clara’s TFCA County Program Manager (“CPM”) Fund to eligible project sponsors in accordance with the State of California Health and Safety Code Sections 44241 and 44242 and VTA’s current agreement with the Bay Area Air Quality Management District (“Air District”). C. On October 2, 2025, the VTA Board approved the programming of Fiscal Year (“FY”) 2025/26 TFCA CPM funds for the Palo Alto Link project (“Project(s)”). D. This Agreement specifies the conditions under which VTA will allocate and administer a grant(s) from the TFCA CPM Fund to Sponsor for FY 2025/26. Now, therefore the Parties agree as follows: AGREEMENT Section 1. Grant of TFCA Funds; Description of Projects A. Subject to appropriation and receipt of TFCA funds (as further set forth in Section 10, below), VTA hereby agrees to allocate to Sponsor a TFCA grant in an amount not to exceed $456,500 (the “Grant Funds”) in consideration for Sponsor’s agreement to implement and complete the Project(s), as further set forth in the Project Summary(ies) attached hereto as Attachment A, in accordance with the terms and conditions set forth in this Agreement. B. In consideration of VTA providing Sponsor with the Grant Funds, Sponsor hereby agrees to implement and complete the Project(s) in conformance with the terms of this Agreement. In implementing the Project(s), Sponsor shall comply with reporting requirements as described in Section 13. Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 16 Packet Pg. 136 of 303 2 Section 2. Proper Expenditure; Return of Funds A. Sponsor must assure that all Grant Funds received under this Agreement are expended only in accordance with all applicable provisions of federal, state, and local laws, and Sponsor shall require any other sub-recipients of Grant Funds for the Project(s) to do the same. B. Sponsor must comply with all TFCA program requirements, as set forth in the Air District’s County Program Manager Fund Expenditure Plan Guidance Fiscal Year Ending (FYE) 2026 (“Guidance”) and the 26-SC Funding Agreement between VTA and the Air District. These documents, including appendices and revisions, are incorporated herein and made a part hereof by this reference as if fully set forth herein and will be provided by VTA to Sponsor upon written request. C. Since the Air District mandates that all TFCA Funds that are not expended in accordance with applicable provisions of law must be returned, Sponsor must reimburse VTA all Grant Funds that are not expended in accordance with the terms and conditions of this Agreement and/or applicable provisions of law upon VTA's written notification to Sponsor. D. Sponsor must also return the Grant Funds to VTA if the Project(s) are not maintained and/or operated throughout and until the conclusion of the years of effectiveness (“Years of Effectiveness”). This is the default value stated in the Air District’s Guidance for the applicable project type, unless a different value was approved by the Air District and shown to yield a project that meets the cost-effectiveness requirement specified in the TFCA Guidance document cited above. The amount of Grant Funds returned to the Program Manager must be calculated on a prorated basis based on the length of a project’s Years of Effectiveness. Section 3. Administrative project costs Grant Funds may not be expended on Administrative Project Costs. As explained in the Guidance, these are costs associated with the administration of a TFCA project and include the costs to prepare proposals and/or grant applications. Section 4. Term A. The term of this Agreement is retroactive beginning on July 1, 2025, through December 31, 2031, or terminated in accordance with Section 17 (Termination). B. The Grant Funds must be expended within two (2) years of receipt of the first transfer of funds from the Air District to the VTA in the applicable fiscal year, unless one of the following applies: a. Multi-Year Funded Project: If VTA requests multi-year funding in compliance with the Guidance; and the Air District approves the request for multi-year funding. b. Extensions of Expenditure Deadline: If VTA finds that a project will take a longer period to implement or that significant progress has been made on a project, then Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 17 Packet Pg. 137 of 303 3 VTA can approve no more than two one‐year schedule extensions for a project, as memorialized in writing by VTA. Any subsequent schedule extensions for projects may be given on a case‐by‐case basis only by written amendment to this Agreement, if the Air District finds that significant progress has been made on a project, and the Funding Agreement is amended to reflect the revised schedule. C. In addition to the specific term of this Agreement, Sponsor must maintain each Project for the Years of Effectiveness prescribed in Section 2D herein. Section 5. Work Product Sponsor must place in the public domain any software, written document, or other product developed with funds received through this Agreement, to the extent not otherwise prohibited by law, and to the extent required by the California Public Records Act (California Government Code Sections 7920.000 et seq.). Section 6. Acknowledgement of Funding Sources A. Sponsor must acknowledge both VTA and Air District as funding sources during the implementation of the Project(s) and must use the VTA and the Air District approved logos as specified below: (1) The logos must be used on signs posted at the site of any project construction; (2) The logos must be displayed on any vehicles or equipment operated with or obtained as part of the Project(s); (3) The logos must be used on any material intended for public consumption associated with the Project(s), such as websites and printed materials, including transit schedules, brochures, handbooks, maps created for public distribution, and promotional material; and (4) Sponsor will demonstrate to VTA, through evidence such as photographs of vehicles, equipment, construction signs, and copies of press releases, that the logos are used and displayed as required by this Section. B. VTA will provide a copy of Air District and VTA logos to Sponsor for use in fulfilling Sponsor’s obligations under this Section. C. Sponsor must acknowledge VTA and Air District as a funding source in any related articles, news releases, or other publicity materials for the Project(s) that are produced or caused to be produced by Sponsor. Section 7. Indemnity and Insurance Requirements A. Sponsor must indemnify, defend, and hold harmless VTA, the Air District, their respective directors, officers, officials, agents, employees, representatives, and successors-in-interest from any claim, liability, loss, expense, including reasonable attorneys’ fees, and/ or claims for injury or damage arising out of, or in connection with, performance of this Agreement by Sponsor Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 18 Packet Pg. 138 of 303 4 and/or its agents, employees, representatives, and subcontractors, excepting only loss, injury or damage caused by the gross negligence or willful misconduct of personnel employed by VTA. B. Sponsor must adhere, throughout the term of this Agreement, to the insurance requirements specified in Attachment B “Insurance Requirements”, which are hereby incorporated by reference. In any agreement between Sponsor and a third party for purposes related in any way to the subject matter of this Agreement (“Third Party Contract”), Sponsor must require that VTA and Air District be named as (i) additional insured on all policies of insurance required by Sponsor in the Third-Party Contract and (ii) indemnified party in any indemnity provision contained in the Third-Party Contract. Such Third-Party Contracts must contain requirements for General Liability, Automobile Liability, Workers’ Compensation and Employer’s Liability, and Pollution Liability. The Insurance Requirements may be satisfied by self-insurance or pooled risk plans that provide comparable coverage. Section 8. Invoicing Sponsor must submit invoices at quarterly intervals to VTA for reimbursement of costs incurred to implement the Project(s). Sponsor must email requests for reimbursement to VTA Accounts Payable at VTA.AccountsPayable@vta.org. Sponsor must include relevant, auditable back-up documentation (time sheets, bills, etc.) with each invoice. Section 9. Reimbursement A. All funds allocated by VTA to Sponsor will be paid on a cost-reimbursement basis only. VTA will pay no funds in advance. B. Upon review and approval of invoices and documentation, VTA will, within fifteen (15) days of receipt of an invoice that conforms to the requirements set forth in this Agreement, reimburse Sponsor for all eligible expenditures up to the maximum amount described in Section 1 of this Agreement. Only those expenses incurred by Sponsor on or after July 1, 2025, will be considered reimbursable expenditures. C. Funds for the Projects described in this Agreement, which are not spent by prior to June 30, 2028 and submitted for reimbursement within four months, will not be available to reimburse Project costs unless a Project schedule, which extends the Project completion date beyond June 30, 2028, has been approved by either VTA or the Air District. Section 10. Funds Subject to Appropriation/Allocation of Funds Contingent on Appropriation VTA’s obligations under the terms of this Agreement are contingent upon and subject to the allocation of TFCA funds to VTA by the Air District under VTA’s “26-SC” agreement with the Air District for approved projects during Fiscal Year 2025/26. Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 19 Packet Pg. 139 of 303 5 Section 11. Audit This Agreement is subject to the examination and audit of the California State Auditor pursuant to California Government Code Section 8546.7 for a period of five (5) years after each Project(s) Years of Effectiveness. Audits may also be conducted by an auditor chosen by the Air District or VTA. Section 12. Sponsor’s Record Keeping Sponsor must: A. Allow VTA and Air District staff, authorized representatives, and independent auditors, during the term of this Agreement and for five (5) years from the end of each Project(s) Years of Effectiveness, to conduct performance and financial audits and to inspect the Project(s). During audits, Sponsor must make available to the auditor, in a timely manner, all records relating to Sponsor’s implementation of the Project(s). During inspections, Sponsor will provide, at the request of VTA or the Air District, access to inspect the Project(s) and related records. B. Maintain employee time sheets documenting those hourly labor costs incurred in the implementation of the Project(s), including both administrative and implementation costs, or to establish an alternative method to document staff costs charged to the Project(s). Sponsor must keep such documents in a central location for a period of five (5) years from the end of each Project’s Years of Effectiveness. C. Keep all financial and implementation records necessary to demonstrate compliance with this Agreement and the TFCA Program. Such records must include documentation that demonstrates significant progress made for those Project(s) seeking extensions to the completion date. Sponsor must keep such documents in a central location for a period of five (5) years from the end of each Project’s Years of Effectiveness. Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 20 Packet Pg. 140 of 303 6 Section 13. Reporting Requirements. A. Sponsor must submit an interim project report to VTA in each May and October until the Project(s) is/are completed, and all closeout requirements have been fulfilled. The interim report must utilize Air District-approved report forms. One form should be submitted for each Project listed in Attachment A. VTA will supply the Interim Project Report form to Sponsor for this requirement. B. Sponsor must submit a Final Report for each completed Project on the Air District-approved report form appropriate for the specific project type. Sponsor must also submit a post‐project Cost-Effectiveness spreadsheet. Post‐project evaluations should be completed using the version of the Cost‐Effectiveness worksheet for the year the purchased, installed, or constructed project became available for use by the public. VTA will provide the Final Report Forms and spreadsheets for this requirement. Section 14. Review VTA will review Sponsor’s progress in implementing the Project(s) at the end of the sixth (6th) quarter following execution of this Agreement. If progress at the sixth (6th) quarter review is insufficient to implement any Project or to expend the funds within the period described in Section 4, VTA will develop an action plan with Sponsor to ensure that the Grant Funds are not required to be repaid to VTA and/or the Air District. The action plan may include reprogramming funds to other projects within Santa Clara County to ensure their expenditure prior to the term expiration date described in Section 4. Section 15. Non-Performance If Sponsor causes all or part of these Grant Funds to be subject to repayment to the CPM Fund because of failure to complete the Project(s) according to the work scope described in Attachment A, Sponsor’s next grant allocation of any kind that is from or passes through VTA may be reduced by the amount that VTA repaid to the CPM Fund. Section 16. General Terms and Conditions A. Notices. Any notice required to be given by either Party, or which either Party may wish to give, must be in writing and served either by personal delivery or sent by certified or registered mail, postage prepaid, addressed as follows: To VTA: Santa Clara Valley Transportation Authority Chief Planning & Programming Officer 3331 North 1st Street San José, CA 95134-1906 To SPONSOR: City of Palo Alto Office of Transportation 250 Hamilton Avenue Palo Alto, CA 94301 Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 21 Packet Pg. 141 of 303 7 B. Program Liaison. Within thirty (30) days from the Effective Date of this Agreement, Sponsor must notify VTA of Sponsor’s “Program Liaison” and provide the Program Liaison’s address, telephone number, and email address. The Program Liaison must be the contact to VTA pertaining to implementation of this Agreement and for information about the Project(s). Sponsor must notify VTA of the change of Program Liaison or of the Program Liaison’s contact information in writing no later than thirty (30) days from the date of any change. C. Non-Waiver. The failure of either party to insist upon the strict performance of any of the terms, covenants, and conditions of this Agreement will not be deemed a waiver of any right or remedy that either party may have and will not be deemed a waiver of their right to require strict performance of all of the terms, covenants, and conditions thereafter. D. Assignment: Sponsor must not assign, sell, license, or otherwise transfer any rights or obligations under this Agreement without the prior written consent of VTA. E. Integration. This Agreement, including all attachments and references, constitutes the entire Agreement between the Parties pertaining to the subject matter contained herein and supersedes all prior or contemporaneous agreements, representations, and understandings of the Parties relative thereto. F. Amendments. Future amendments and modifications to this Agreement must be made in writing and signed by both parties. G. Independent Contractor: Sponsor is an independent contractor and shall not be considered employees or agents of VTA or the Air District. H. Governing Law: Any dispute that arises under or relates to this Agreement shall be governed by California law, excluding any laws that direct the application of another jurisdiction’s laws. Venue for resolution of any dispute that arises under or relates to this Agreement shall be San Jose, California. I. Attachments. Each attachment hereto is incorporated into this Agreement as if fully set forth herein. J. Severability. If any term, covenant, condition, or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the terms, covenants, conditions, and provisions of this Agreement, or the application thereof to any person or circumstance, must remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. K. Warranty of Authority to Execute Agreement. Each Party to this Agreement represents and warrants that each person whose signature appears hereon has been duly authorized and has the full authority to execute this Agreement on behalf of the entity that is a Party to this Agreement. L. Survival. Any provision that, by its nature, extends beyond the term or termination of this Agreement, including but not limited to Sections 2D and Section 7, will survive the expiration or termination of this Agreement. Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 22 Packet Pg. 142 of 303 8 Section 17. Termination. A. Voluntary. Either Party may terminate this Agreement and/or a Project at any time by giving written notice of termination to the other Party which must specify the effective date thereof. Notice of termination under this paragraph must be given at least ninety (90) days before the effective date of such termination unless the Parties mutually agree to an earlier termination date. This Agreement will also terminate at the end of the fiscal year during which VTA loses its designation as County Program Manager for Santa Clara County. If VTA terminates this Agreement and/or a Project pursuant to this provision, the Sponsor must cease all work under this Agreement and cease further expenditures of Grant Funds received under this Agreement for the terminated Project immediately upon receipt of the notice of termination, excepting any work permitted to continue that is specified in the notice of termination. VTA will review the project to determine if it will still reduce emissions, and if it does, VTA may reimburse Sponsor for eligible funds and no further Grant Funds will be provided for that Project. If Sponsor terminates this Agreement and/or a Project pursuant to this provision, the Sponsor must return all Grant Funds provided by VTA for the specific Project up to and including the date of termination. B. After Breach. VTA may terminate this Agreement and/or a Project for breach. Upon any breach, VTA will deliver a written notice of termination for breach to Sponsor that specifies the date of termination, which will be no less than ten (10) business days from delivery of such notice and will provide the Sponsor an opportunity to contest such breach within that period of time. If Sponsor contests the notice of termination for breach, VTA will provide written notice of VTA’s determination of Sponsor’s contestation. If VTA upholds the termination for breach, the written notice will specify the effective date of termination and Sponsor will have ten (10) business days to cure. If the breach is not cured within the allotted time, the Agreement will automatically terminate. The notice of termination will specify the Total Grant Funds VTA has paid to the Sponsor, which Sponsor must reimburse to the VTA within thirty (30) days of the effective date of termination. Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 23 Packet Pg. 143 of 303 9 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date shown below. City of Palo Alto Santa Clara Valley Transportation Authority (Sponsor) (VTA) Dated: ____________________________ Dated: _____________________________ __________________________________ ___________________________________ Ed Shikada Carolyn Gonot City Manager General Manager and CEO City of Palo Alto VTA Approved as to Form: Approved as to Form: _________________________________ _________________________________ Tim Shimizu Judith Propp Assistant City Attorney VTA Counsel Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 24 Packet Pg. 144 of 303 1 ATTACHMENT A – PROJECT INFORMATION SHEET A. Project Number: 26SC04 B. Project Title: Palo Alto Link C. Project Category (project will be evaluated under this category): 5e D. TFCA County Program Manager Funds Allocated: $456,500 E. TFCA Regional Funds Awarded (if applicable): $0 F. Total TFCA Funds Allocated (sum of C and D): $456,500 G. Total Project Cost: $1,800,000 H. Project Description: With $456,500 in support from the BAAQMD Transportation Fund for Clean Air (TFCA), the City of Palo Alto seeks to continue operating its microtransit program (Palo Alto Link or PAL) through June 2026. This project is aligned with TFCA’s directive to reduce greenhouse gas emissions, improve transportation options for riders, reduce traffic congestion in the region, and reduce air pollution. The service will address multiple high-priority needs for the community including: 1. Reduce reliance on the single-occupancy vehicle and decrease overall greenhouse gas emissions 2. Facilitate east-west service and connections across the city 3. Increase accessibility for Palo Alto’s priority populations including low-income individuals and older adults Project History and Need Beginning in December 1999, the City of Palo Alto ran two free shuttle bus services on weekdays between the Palo Alto Caltrain station and destinations throughout the city limits. In addition, on both routes, the City ran a special school commute shuttle service on school days. The shuttle programs serviced numerous vulnerable and transit-dependent populations including students and seniors, with an estimated 550 riders per day and 140,000 riders per year.1 On July 1, 2020, both shuttle bus services were discontinued due to a temporary lack of riders during the COVID-19 pandemic and constraints on the City budget. Additionally in 2019, VTA implemented reductions in bus service in Palo Alto, making it much more difficult for those who work and live in Palo Alto to reach medical appointments, run errands, and get to work and school. VTA has rejected the idea of providing funds to backfill bus service reductions with local shuttle service. Additionally, the Caltrain rail corridor and State Highway 82/El Camino Real bifurcate the City from north to south creating a lack of east-west transit connections. This makes it extremely difficult for residents to live a car-lite (or car-free lifestyle). If an individual is without access to a car entirely, their long-distance commute will require local bus service on both ends and local services are often infrequent and slow. To remedy these critical transportation cuts and address the lack of east-west connections, the City of Palo Alto applied for the Innovative Transit Service Models Competitive Grant from the Measure B Program to implement an on-demand transit service. The City received funds to begin and run the microtransit service for 18 months and is now requesting funds through TFCA to fund continuation of the service. PAL is a dynamically routed on-demand microtransit service that is designed to reduce single-occupancy vehicle trips, improve mobility, and enable multimodal connections. PAL Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 25 Packet Pg. 145 of 303 2 serves the entire city of Palo Alto and currently provides an average of 1,000 trips per week. The service allows riders to request trips anywhere within the zone; riders are picked up shortly after their trip is requested, and trips are grouped with others going in the same direction. There are 10 vehicles in the fleet, 3 of which are hybrid-electric and 7 that are electric. Funds through TFCA will support operating costs for the service and facilitate the transition to electric vehicles. Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 26 Packet Pg. 146 of 303 1 ATTACHMENT B – INSURANCE REQUIREMENTS SPONSOR’S ATTENTION IS DIRECTED TO THE INSURANCE REQUIREMENTS BELOW. IT IS HIGHLY RECOMMENDED THAT SPONSOR CONFER WITH THEIR INSURANCE CARRIERS OR BROKERS IN ADVANCE OF PROPOSAL SUBMISSION TO DETERMINE THE AVAILABILITY OF INSURANCE CERTIFICATES AND ENDORSEMENTS REQUIRED BY THIS CONTRACT. INSURANCE Without limiting Sponsor’s obligation to indemnify and hold harmless VTA, Sponsor must procure and maintain for the duration of the Contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work hereunder by Sponsor, its agents, representatives, or employees, or subcontractors. The cost of such insurance must be included in Contract price. In the event of any material change in the Contract Scope of Services, VTA reserves the right to change the insurance requirements set forth herein. Sponsor must furnish complete copies of all insurance policies, within three (3) business days of any request for such by VTA. A. Liability and Workers’ Compensation Insurance 1. Minimum Scope of Coverage Coverage must be at least as broad as: a. Insurance Services Office General Liability coverage (“occurrence” form CG 0001). General Liability insurance written on a “claims made” basis is not acceptable. b. Insurance Services Office Business Auto Coverage, Insurance Services Office form number CA 0001, covering Automobile Liability, code 1 “any auto.” Auto Liability written on a “claims-made” basis is not acceptable. c. Workers’ Compensation insurance as required by the Labor Code of the State of California and Employer’s Liability insurance. d. Professional Liability, including limited contractual liability coverage, covering liability arising out of any negligent act, error, mistake or omission in the performance of Sponsor’s services under this Agreement. This coverage must be continuously maintained for a minimum of two (2) years following completion of this Agreement. This coverage may be written on a claims made basis, if so, see special provisions in Section B. e. Sponsor’s Pollution/Environmental Impairment Liability: covering liability arising out of the treatment, handling, storage, transportation, or accidental release of any hazardous material. Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 27 Packet Pg. 147 of 303 2 2. Minimum Limits of Insurance Sponsor must maintain limits no less than: a. General Liability (including umbrella/excess liability): $4,000,000 limit per occurrence for bodily injury, personal injury, and property damage. If General Liability Insurance or other form with a general aggregate limit is used either the general aggregate limit must apply separately to this project/location or the general aggregate limit must be twice the required occurrence limit. This requirement may be satisfied by a combination of General Liability with Excess or Umbrella, but in no event may the General Liability primary policy limit per occurrence be less than $2,000,000, unless Umbrella/Excess policies feature inception and expiration dates concurrent with the underlying General Liability policy, “Follow Form” coverage, and a “Drop Down”. b. Automobile Liability (including umbrella/excess liability): $4,000,000 limit per accident for bodily injury and property damage. This requirement may be satisfied by a combination of Auto Liability with Excess or Umbrella, but in no event may the Automobile Liability primary policy limit per occurrence be less than $2,000,000, unless Umbrella/Excess policies feature inception and expiration dates concurrent with the underlying auto liability policy, “Follow Form” coverage, and a “Drop Down”. c. Workers’ Compensation and Employer’s Liability: Statutory Workers’ Compensation limits and Employer’s Liability limits of $1,000,000 per accident. d. Professional Liability: $2,000,000 each occurrence/aggregate minimum limit per claim. This requirement may be satisfied by a combination of Professional Liability insurance with Excess or Umbrella policies, but in no event may the Professional Liability primary policy limit per occurrence be less than $2,000,000, unless Umbrella/Excess policies feature inception and expiration dates concurrent with the underlying policy, “Follow Form”, and a “Drop Down” provision. e. Sponsor’s Pollution/Environmental Impairment Liability: $3,000,000 per occurrence. This requirement may be satisfied by a combination of Pollution Liability insurance with Excess or Umbrella policies, but in no event may the Pollution Liability primary policy limit per occurrence be less than $2,000,000, unless Umbrella/Excess policies feature inception and expiration dates concurrent with the underlying policy, “Follow Form” coverage, and a “Drop Down” provision. 3. Self-Insured Retention The certificate of insurance must disclose the actual amount of any deductible or self- insured retention, or lack thereof, for all coverages required herein. Any self-insured retention or deductible in excess of $50,000 ($100,000 if Sponsor is a publicly-traded Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 28 Packet Pg. 148 of 303 3 company) must be declared to and approved by VTA. If Sponsor is a governmental authority such as a state, municipality or special district, self-insurance is permitted. To apply for approval for a level of retention or deductible in excess of $50,000, Sponsor must provide a current financial report including balance sheets and income statements for the past three years, so that VTA can assess Sponsor’s ability to pay claims falling within the self-insured retention or deductible. Upon review of the financial report, if deemed necessary by VTA in its sole discretion, VTA may elect one of the following options: to accept the existing self-insured retention or deductible; require the insurer to reduce or eliminate the self-insured retention or deductible as respects VTA, its directors, officers, officials, employees and volunteers; or to require Sponsor to procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Applicable costs resulting therefrom will be borne solely by Sponsor. Sponsor may request execution of a nondisclosure agreement prior to submission of financial reports. B. Claims Made Provisions (not applicable to General Liability or Auto Liability) Claims-made coverage is never acceptable for General Liability or Auto Liability. Claims- made may be considered for Professional, Environmental/Pollution, or Cyber Liability. If coverage is written on a claims-made basis, the Certificate of Insurance must clearly state so. In addition to all other coverage requirements, such policy must provide that: 1. The policy must be in effect as of the date of this Agreement and the retroactive date must be no later than the date of this Agreement. 2. If any policy is not renewed or the retroactive date of such policy is to be changed, the Sponsor must obtain or cause to be obtained the broadest extended reporting period coverage available in the commercial insurance market. This extended reporting provision must cover at least two (2) years. 3. No prior acts exclusion may be added to the policy during the contract period. 4. The policy allows for reporting of circumstances or incidents that might give rise to future claims. C. Other Provisions The policies must contain, or be endorsed to contain, the following provisions: 1. General Liability, Automobile Liability, and Sponsor’s Pollution Liability a. VTA, its directors, officers, officials, employees and volunteers are to be named as additional insureds as respects: liability arising out of activities performed by or on behalf of the Sponsor, including VTA’s general supervision of the Sponsor; products Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 29 Packet Pg. 149 of 303 4 and completed operations of the Sponsor and its subcontractors; premises owned, occupied or used by the Sponsor; or automobiles owned, leased, hired or borrowed by the Sponsor. The coverage must contain no special limitations on the scope of protection afforded to VTA, its directors, officers, officials, employees, or volunteers. Additional Insured endorsements must provide coverage at least as broad as afforded by the combination of ISO CG 20 10 10 01 and CG 20 37 10 01. b. Any failure to comply with reporting provisions of the policies may not affect coverage provided to VTA, its directors, officers, officials, employees, or volunteers. c. Sponsor’s insurance must apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. a. The General Liability General Aggregate limit must apply per project, not per policy. b. The General Liability policy must be endorsed to remove the exclusion for railroad liabilities, with coverage at least as broad as afforded by ISO CG 24 17. 2. All Coverages a. Sponsor’s insurance coverage must be primary insurance as respects VTA, its directors, officers, officials, employees, and volunteers. Self-insurance or insurance that may be maintained by VTA, its directors, officers, officials, employees, or volunteers may apply only as excess to the Sponsor’s insurance. Sponsor’s insurance must not seek contribution from VTA’s insurance program. b. The insurer must agree to waive all rights of subrogation against VTA, its directors, officers, officials, employees, and volunteers for losses arising from work performed by the Sponsor and its subcontractors for VTA 3. Other Insurance Provisions a. The Certificate must disclose the actual amounts of all deductibles or self-insured retentions. b. If any coverage forms or endorsements required by this Contract are updated by their publishers, whether they be the insurance carrier(s), the Insurance Services office, or the American Association of Insurance Services, during the duration of this Contract, VTA reserves the rights to require the Sponsor to procure said coverage forms or endorsements using the updated versions upon the next renewal cycle. D. Acceptability of Insurers Insurance and bonds must be placed with insurers with an A.M. Best’s rating of no less than A VII (financial strength rating of no less than A and financial size category of no less than VII), unless specific prior written approval has been granted by VTA. Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 30 Packet Pg. 150 of 303 5 E. Certificates of Insurance Sponsor must furnish VTA with a Certificate of Insurance. The certificates for each insurance policy are to be signed by an authorized representative of that insurer. The certificates must be issued on a standard ACORD Form. The Sponsor must instruct their insurance broker/agent to submit all insurance certificates and required notices electronically in PDF format to Insurance.certificates@vta.org. All endorsements must be attached to the ACORD certificate in a single PDF document. The certificates must (1) identify the insurers, the types of insurance, the insurance limits, the deductibles, and the policy term, (2) include copies of all the actual policy endorsements required above, and (3) in the “Certificate Holder” box include: Santa Clara Valley Transportation Authority (“VTA”) 3331 North First Street San Jose, CA 95134-1906 In the Description of Operations/Locations/Vehicles/Special Items Box, the VTA Contract number must appear, the list of policies scheduled as underlying on the Umbrella/Excess policy must be listed, Certificate Holder must be named as additional insured, and Waiver of Subrogation must be indicated as endorsed to all policies as stated in the Contract Documents. It is a condition precedent to award of this Contract that all insurance certificates and endorsements be received and approved by VTA before Contract execution. No work may be performed until insurance is in full compliance. VTA reserves the rights to require complete, certified copies of all required insurance policies, at any time. If the Sponsor receives notice that any of the insurance policies required by this Exhibit may be cancelled or coverage reduced for any reason whatsoever, Sponsor must immediately provide written notice to VTA that such insurance policy required by this Exhibit is canceled or coverage is reduced. F. Maintenance of Insurance If Sponsor fails to maintain insurance as required herein, VTA, at its option, may suspend payment for work performed and/or may order the Sponsor to suspend work at Sponsor’s expense until a new policy of insurance is in effect. Ed. Rev. 10-1-19 Item 7 Attachment B - Santa Clara Valley Transportation Authority Congestion Management Program Transportation Fund For Clean Air Agreement FY202526 Item 7: Staff Report Pg. 31 Packet Pg. 151 of 303 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Utilities Meeting Date: November 17, 2025 Report #:2504-4536 TITLE Approval of Contract No. C26196096 with Soudi Consultants, Inc. in an Amount Not-to-Exceed of $1,500,000 over a Period of Three Years to Provide As-Needed Electric Engineering Consulting Services for System Protection Related to Palo Alto’s Electric Sub-Transmission, Substations, and Distribution Systems, and Technical Training and Peer Review Services; CEQA Status: Exempt Under CEQA Guidelines Sections 15302, 15303, and 15183. RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or their designee to execute contract C26196096 (Attachment A) with Soudi Consultants, Inc. (Soudi), for as-needed and specialized electric engineering consulting of system protection related to Palo Alto’s electric sub-transmission, substations, and distribution systems, including technical trainings and peer review for utilities staff, in the amount of $1,500,000 over a period of three years. BACKGROUND On June 22, 2020, Council approved three professional service agreements for electric engineering consulting services on an as-needed basis for a five-year term and an aggregate not- to-exceed amount of $5,000,000 (Staff Report #112171). Soudi was one of the three consultants awarded the 2020 contract after a competitive bid. The electric engineering consulting solicitation sought technical expertise for individual assignments that arise for on-call utilities electric engineering consulting services. These services include substation engineering, distribution engineering, system protection, supervisory control and data acquisition (SCADA), fiber optics, and customer service application reviews. The original five-year contract ended on May 17, 2025. Amendment No. 1 to the agreement extended the term with Soudi for six months through November 17, 2025 or until a replacement agreement was approved. Amendment No. 1 provided no change in compensation or total not- 1 Staff Report #11217 https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2020/id-11217-mini-packet-062220.pdf?t=39457.19 Item 8 Item 8 Staff Report Item 8: Staff Report Pg. 1 Packet Pg. 152 of 303 to-exceed amount. In aggregate, the City spent approximately $2,450,000 of the original not-to- exceed amount of $5,000,000 over 5.5 years with the three consulting firms and the unspent amount was returned to Electric reserves. The City spent $1,700,000 on the Soudi contract over the past 5.5 years for sub-transmission, substation, and distribution system protection engineering design and consulting. ANALYSIS Relay installation and replacement of existing mechanical or microprocessor relays Breaker replacement design at 115kV/60kV and 60kV/12kV substations Replacement design of distribution and power transformer breakers Substation protection design at Colorado, East Meadow, and Adobe Creek Substation capacitor bank design Item 8 Item 8 Staff Report Item 8: Staff Report Pg. 2 Packet Pg. 153 of 303 by internal City staff. This will help the City to increase internal knowledge regarding system protection and relay protection settings and lessen the City’s dependance on consultants. FISCAL/RESOURCE IMPACT POLICY IMPLICATIONS 3), especially the strategic objectives to: “Establish a proactive infrastructure replacement program, based on planned replacement before failure to support reliability and resiliency.” STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW 3 Staff Report 9022 https://www.paloalto.gov/files/assets/public/v/1/agendas-minutes-reports/reports/city- manager-reports-cmrs/year-archive/2018/final-staff-report-id-9022_2018-utilities-strategic-plan.pdf Item 8 Item 8 Staff Report Item 8: Staff Report Pg. 3 Packet Pg. 154 of 303 numbers of new, small facilities or structures; installation of small new equipment and facilities in small structures); work related to the Grid Modernization for Electrification Project is also exempt under CEQA guidelines section 15183 (projects consistent with a general plan, community plan, or zoning) since it is consistent with the Environmental Impact Report (EIR) Addendum to the City of Palo Alto Comprehensive Plan Final Environmental Impact Report Council approved on June 5, 2023. ATTACHMENTS APPROVED BY: Item 8 Item 8 Staff Report Item 8: Staff Report Pg. 4 Packet Pg. 155 of 303 Professional Services Rev. Oct 16,2024 Page 1 of 20 CITY OF PALO ALTO CONTRACT NO. C26196096 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND SOUDI CONSULTANTS INC. This Agreement for Professional Services (this “Agreement”) is entered into as of the 3rd day of November 2025 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and SOUDI CONSULTANTS INC., a California corporation, located at 4230 Lilac Ridge Road, San Ramon, CA 94582 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to design substation, protection and communication systems, and overhead and underground construction projects within the City of Palo Alto on the City’s electric distribution system and dark fiber optic network on various capital improvements (“Project”) and desires to engage a consultant to provide on-call professional engineering services and technical trainings and peer review in connection with the Project (“Services”), as detailed more fully in Exhibit A. B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.) CITY may elect to, but is not required to, authorize on-call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation). CONSULTANT shall provide on-call Services only by advanced, written authorization from CITY as detailed in this Section. On-call Services, if any, shall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1 entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 5 Packet Pg. 156 of 303 Professional Services Rev. Oct 16,2024 Page 2 of 20 maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for on-call Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on-call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement. SECTION 2. TERM. The term of this Agreement shall be from the effective date of this agreement through November 2, 2028, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed One Million Five Hundred Thousand Dollars ($1,500,000.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 6 Packet Pg. 157 of 303 Professional Services Rev. Oct 16,2024 Page 3 of 20 SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 7 Packet Pg. 158 of 303 Professional Services Rev. Oct 16,2024 Page 4 of 20 provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors. Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractors authorized by CITY to perform work on this Project are: CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Farajollah Soudi as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property. CITY’s Project Manager is Jim Pachikara, Utilities Department, Engineering Division, 1007 Elwell Court, Palo Alto, CA 94303, Telephone:650-566-4532, Email: Jim.Pachikara@paloalto.gov CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 8 Packet Pg. 159 of 303 Professional Services Rev. Oct 16,2024 Page 5 of 20 limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. 16.1. For CONSULTANT’s professional engineering design services: to the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction. For CONSULTANT’s technical training and peer oversight services: to the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 9 Packet Pg. 160 of 303 Professional Services Rev. Oct 16,2024 Page 6 of 20 negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 10 Packet Pg. 161 of 303 Professional Services Rev. Oct 16,2024 Page 7 of 20 SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30. 19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers). SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address. Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 11 Packet Pg. 162 of 303 Professional Services Rev. Oct 16,2024 Page 8 of 20 SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 12 Packet Pg. 163 of 303 Professional Services Rev. Oct 16,2024 Page 9 of 20 following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. 26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT 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). SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 13 Packet Pg. 164 of 303 Professional Services Rev. Oct 16,2024 Page 10 of 20 purposes of this Section 27, 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. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is not a 9204 Public Works Project. SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 14 Packet Pg. 165 of 303 Professional Services Rev. Oct 16,2024 Page 11 of 20 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions. SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 15 Packet Pg. 166 of 303 Professional Services Rev. Oct 16,2024 Page 12 of 20 agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: EXHIBIT A: SCOPE OF SERVICES EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT C-1: SCHEDULE OF RATES EXHIBIT D: INSURANCE REQUIREMENTS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 16 Packet Pg. 167 of 303 Professional Services Rev. Oct 16,2024 Page 13 of 20 CONTRACT NO. C26196096 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee SOUDI CONSULTANTS INC. By: ________________________________ Name: ______________________________ Title: _______________________________ Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 President Farajollah Soudi Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 17 Packet Pg. 168 of 303 Professional Services Rev. Oct 16,2024 Page 14 of 20 EXHIBIT A SCOPE OF SERVICES As directed by City in a Task Order and based on CONSULTANT’s professional expertise and ability to provide the requested Services, CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”, including all related and ancillary tasks necessary to perform the Services listed below, including documentation. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services. A. CONSULTANT may be requested to provide the following engineering design services, such as plans, specs, and schematics, as directed by City in a Task Order, in substantially the same form as Exhibit A-1 1. Relay installation and replacement of existing mechanical or microprocessor relays 2. Breaker replacement design at 115kV/60kV or 60kV/12kV substations 3. Replacement design of line, feeder, and transformer breakers 4. Substation transformer replacement design at Colorado, East Meadow, and Adobe Creek 5. Substation capacitor bank design 6. Substation protection and control redesign 7. Switchgear replacements and upgrades 8. Colorado power and substation improvements B. CONSULTANT may be requested to provide the following technical training and peer review services as directed by City in a Task Order, in substantially the same form as Exhibit A-1: 1. System protection training and oversight for CPAU employees Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 18 Packet Pg. 169 of 303 Professional Services Rev. Oct 16,2024 Page 15 of 20 EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________ 5. BUDGET CODE_______________ COST CENTER________________ COST ELEMENT______________ WBS/CIP__________ PHASE__________ 6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE:  SERVICES AND DELIVERABLES TO BE PROVIDED  SCHEDULE OF PERFORMANCE  MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount) 8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________ I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: ______________________ BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 19 Packet Pg. 170 of 303 Professional Services Rev. Oct 16,2024 Page 16 of 20 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services as directed by the Project Managers per assigned task order approved by the Parties. Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on-call agreements per Section 1 or agreements with Additional Services per Section 4.) The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement. Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 20 Packet Pg. 171 of 303 Professional Services Rev. Oct 16,2024 Page 17 of 20 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00. Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 21 Packet Pg. 172 of 303 Professional Services Rev. Oct 16,2024 Page 18 of 20 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of hourly rates is as follows: Director Engineer $200 Principal Engineer $185 Senior Engineer $175 Engineer $120 Design Engineer $115 Designer $ 60 Administrative $ 75 Rates are valid for the duration of the contract up to three (3) years. Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 22 Packet Pg. 173 of 303 Professional Services Rev. Oct 16,2024 Page 19 of 20 EXHIBIT D INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY PER ACCIDENT, PER POLICY, PER $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, PRODUCTS/COMPLETED OPERATIONS AND FIRE LEGAL LIABILITY LIMITS MAY BE MET BY A COMBINATION OF BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE $1,000,000 $2,000,000 $2,000,000 $1,000,000 $2,000,000 $2,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $2,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY (30) ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $25,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT@PALOALTO.GOV III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 23 Packet Pg. 174 of 303 Professional Services Rev. Oct 16,2024 Page 20 of 20 WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. IF ANY EXCESS OR UMBRELLA LIABILITY POLICIES ARE USED TO MEET THE LIMITS OF LIABILITY REQUIRED BY THIS AGREEMENT, THEN SAID POLICIES SHALL BE “FOLLOWING FORM” OF THE UNDERLYING POLICY COVERAGE, TERMS, CONDITIONS, AND PROVISIONS AND SHALL MEET ALL OF THE INSURANCE REQUIREMENTS STATED IN THIS DOCUMENT, INCLUDING, BUT NOT LIMITED TO, THE ADDITIONAL INSURED, CONTRACTUAL LIABILITY & “INSURED CONTRACT” DEFINITION FOR INDEMNITY, OCCURRENCE, NO LIMITATION OF PRIOR WORK COVERAGE, AND PRIMARY & NON- CONTRIBUTORY INSURANCE REQUIREMENTS STATED THEREIN. 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. PRODUCTS-COMPLETED OPERATIONS LIABILITY WITH RESPECT TO CLAIMS ARISING OUT OF THE PRODUCTS SOLD TO THE CITY OF PALO ALTO, THE PRODUCTS MANUFACTURED FOR THE CITY OF PALO ALTO, AND THE COMPLETED OPERATIONS OF THE NAMED INSURED, AS PER WRITTEN CONTRACT, INSURANCE AS AFFORDED BY THIS POLICY WILL INCLUDE PRODUCTS-COMPLETED OPERATIONS LIABILITY COVERAGE. D. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONTRACTOR SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONTRACTOR SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. IV. RENEWAL OF INSURANCE POLICIES A. CONTRACTOR SHALL MAINTAIN INSURANCE FOR THE ENTIRE PERIOD OF THE WORK PLUS TWO (2) YEARS FROM FINAL COMPLETION AND ACCEPTANCE OF THE WORK. B. CONTRACTOR MUST SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING INSURANCE POLICIES HAVE BEEN RENEWED AND THAT COVERAGE HAS NOT BEEN TERMINATED OR REDUCED. CERTIFICATES CAN BE SUBMITTED TO THE FOLLOWING EMAIL: PURCHASINGSUPPORT@PALOALTO.GOV Docusign Envelope ID: C6EC9519-D4B3-4F42-9891-3B781748B144 Item 8 Attachment A - Contract C26196096 With Soudi Consultants, Inc. Item 8: Staff Report Pg. 24 Packet Pg. 175 of 303 7 9 8 8 City Council Staff Report From: City Manager Report Type: ACTION ITEMS Lead Department: Community Services Meeting Date: November 17, 2025 Report #:2508-5070 TITLE Approval of the Study and Assessment of Turf Systems: Findings and Recommendation for El Camino Park Synthetic Turf Replacement as Recommended by the Parks and Recreation Commission; CEQA status - categorically and statutorily exempt. RECOMMENDATION Staff and the Parks and Recreation Commission recommend that the City Council: 1. Receive and accept the findings and recommendations of the Study and Assessment of Turf Systems for the City of Palo Alto Playing Fields (Appendix A, Appendix B, Appendix C, Appendix D, Appendix E, Appendix F); and 2. Direct staff to proceed with replacement of the synthetic turf at El Camino Park in a manner consistent with the Study’s findings and recommendations. EXECUTIVE SUMMARY The Study and Assessment of Turf Systems for the City of Palo Alto Playing Fields provides a comprehensive evaluation of synthetic, natural, and hybrid turf systems with respect to playability, environmental health, cost efficiency, and community priorities. The purpose of the study was to inform future turf replacement decisions, particularly for El Camino Park, where the existing synthetic field has reached the end of its service life. Following an extensive data analysis and robust stakeholder engagement process, findings indicate that synthetic turf offers the most reliable and cost-effective option for maintaining field capacity and equitable community access at heavily programmed locations, while natural grass systems present opportunities for long-term improvement through a focused pilot program. Based on these findings, staff and the Parks and Recreation Commission recommend that the City Council accept the Study and direct staff to proceed with resurfacing El Camino Park with synthetic turf consistent with current environmental standards and best practices, while advancing a parallel pilot to enhance natural grass field performance citywide. Item 9 Item 9 Staff Report Item 9: Staff Report Pg. 1 Packet Pg. 176 of 303 7 9 8 8 however,only public comment was heard due to the late hour, and this item was placed the following month’s agenda. 11, the Parks and Recreation Commission heard a staff presentation, reviewed the Draft Turf Study and provided feedback. On October 28, 202512 an updated draft returned to the Parks and Recreation Commission for a recommendation to the City Council. ANALYSIS 11 Parks and Recreation Commission, September 23, 2025, Agenda Item #4, SR# 2509-5208, 12 Parks and Recreation Commission, October 28, 2025, Agenda Item #5, SR# 2510-5333, Item 9 Item 9 Staff Report Item 9: Staff Report Pg. 3 Packet Pg. 178 of 303 7 9 8 8 require greater capital investment, requiring about $3.5 million for a synthetic turf field over 20 years compared to $1.8 million for a native-soil natural grass field. In contrast, natural grass fields are less expensive to construct, but offer lower playable hours and require higher ongoing maintenance, resulting in $179-$203 per hour when utilized within their carrying capacities. Item 9 Item 9 Staff Report Item 9: Staff Report Pg. 4 Packet Pg. 179 of 303 7 9 8 8 Based on the study’s findings and the Parks and Recreation Commission’s deliberations, staff and the Commission recommend resurfacing El Camino Park with synthetic turf consistent with current environmental standards and best practices, while concurrently implementing a pilot program to enhance the playability and carrying capacity of the City’s natural grass fields. Maintain short-term field capacity and ensure continued community access. Engage an agronomy expert to refine maintenance practices, establish measurable performance benchmarks, and identify opportunities to optimize performance of existing native-soil fields and expand or enhance natural grass field inventory. Support long-term field management and capital planning decisions that incorporate higher-performing natural grass systems as technology, research, and policy evolve. FISCAL/RESOURCE IMPACT ﬁelds through improved soil health, turf cultivar, drainage, and irrigation practices; 2. Implementation of higher-performing sand-based ﬁeld proﬁles to evaluate durability and playability under intensive use and seasonal conditions; and 3. Integration of additional natural grass ﬁelds into the City’s athletic inventory to meet current and future demand. The specific cost of this pilot will depend on the number of test sites, scope of agronomic evaluation, and level of maintenance adjustment undertaken. The costs would be refined during program development and could be funded through future operating budgets or existing park maintenance allocations. Item 9 Item 9 Staff Report Item 9: Staff Report Pg. 5 Packet Pg. 180 of 303 7 9 8 8 Alternatively, if City Council directs staff to replace El Camino Park with natural grass, staff estimates the project would require 18 months or longer for design, procurement, removal, and installation, at a cost between $1.5 million and $2.0 million. In either scenario, the project will require a future budget adjustment at the Mid-Year Budget Review. STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW Item 9 Item 9 Staff Report Item 9: Staff Report Pg. 6 Packet Pg. 181 of 303 7 9 8 8 specific project or allocate funding for such project. CEQA review of specific turf replacement projects will occur as required by law. ATTACHMENT APPROVED BY: Item 9 Item 9 Staff Report Item 9: Staff Report Pg. 7 Packet Pg. 182 of 303 Parks Recreation Commission Page 1 of 3 DRAFT ACTION MINUTES Regular Meeting October 28, 2025 The Parks & recreation Commission of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 6:00 P.M. Present In Person: Shani Kleinhaus, Jeff Greenfield, Nellis Freeman, Anne Cribbs, Yudy Deng (arrives 6:12, Left 10:30) Others Present: Julie Lythcott Haimes (arrived 6:25) (left 9:43 PM) Present Remotely: Absent: Commissioner Bing Wei , Commissioner Amanda Brown Call to Order Public Comment Agenda Changes, Additions and Deletions Approval of Minutes 1. Approval of Draft Minutes from September 23, 2025, Parks & Recreation Regular Meeting MOTION:Commissioner Cribbs moved, seconded by Vice Chair Greenfield to approve Agenda the minutes MOTION PASSED: 5-0-2 ,Brown, Wei absent Item 9 Attachment A - Parks and Recreation Commission Special Meeting 10.28.25 Draft Action Minutes Item 9: Staff Report Pg. 8 Packet Pg. 183 of 303 DRAFT ACTION MINUTES Page 2 of 3 City Official Reports 1. Council Liaison Report – 5 minutes NO ACTION 2. Department Report – 20 minutes NO ACTION 3. Ad Hoc Committees and Liaison Updates (Discussion) – 15 minutes ITEM HEARD OUT OF ORDER AFTER ITEM # 7. NO ACTION Business Items 4. Review and provide feedback on the Foothills Nature Preserve Improvements Project Scope Reduction – 60 minutes 5. Study and Assessment of Turf Systems: Findings and Recommendation for El Camino Park Synthetic Turf Replacement – 90 minutes MOTION: Vice Chair Greenfield moved, seconded by commissioner Cribbs to accept staff recommendations with the addition of moving the risk mitigation measures (RMM) plan back into the general recommendations. Staff recommend that the Parks and Recreation Commission recommend that the City Council accept the findings and recommendations of the Study and Assessment of Turf Systems for the City of Palo Alto Playing Fields and direct staff to proceed with replacement of the synthetic turf at El Camino Park in a manner consistent with the Study’s findings and recommendations. MOTION PASSED: 4-1-2, Kleinhaus no, Brown, Wei absent 6. Update on Ad Hoc Nature Policy and Proposal Trail Closure Pearson Arastradero Preserve – 45 minutes 7. Update on the Baylands Comprehensive Conservation Plan (BCCP) – 45 minutes 8. Recognition of Service for Commissioner Cribbs, Greenfield, and Freeman (Pending Reappointment) ITEM HEARD OUT OF ORDER AFTER ITEM #1 NO ACTION Item 9 Attachment A - Parks and Recreation Commission Special Meeting 10.28.25 Draft Action Minutes Item 9: Staff Report Pg. 9 Packet Pg. 184 of 303 DRAFT ACTION MINUTES Page 3 of 3 Commissioner Questions, Comments, Announcements or Future Agenda Items Adjournment: The meeting was adjourned at 11:44 P.M. Item 9 Attachment A - Parks and Recreation Commission Special Meeting 10.28.25 Draft Action Minutes Item 9: Staff Report Pg. 10 Packet Pg. 185 of 303 City Council Staff Report From: City Manager Report Type: ACTION ITEMS Lead Department: Planning and Development Services Meeting Date: November 17, 2025 Report #:2507-4927 TITLE Review and Provide Feedback on an Analysis of a Conceptual Affordable Housing Project on Land to be Conveyed to the City and Associated With the Sobrato Development Agreement (340 Portage Avenue); Consideration and Possible Direction to Staff to Prepare a Future Request for Proposal for a Future Affordable Housing Project. CEQA Status: Not a Project. RECOMMENDATION Staff recommends that Council: 1. Review the evaluation material including, massing diagrams and shadow studies (Attachment B) and associated proforma analyses (Attachment C) presenting three possible development scenarios and provide feedback to staff; 2. Provide direction to staff to prepare and release a Request for Proposals for a future partnership to build an affordable housing project at the subject property or defer release of the RFP as a future consideration. EXECUTIVE SUMMARY On September 12, 2023, City Council adopted Ordinance 55951 approving a Development Agreement (DA) for an approximately 14.65-acre parcel located 3200 Park Boulevard/340 Portage Avenue. The terms of the development agreement included dedication of a 3.25-acre parcel intended to be used for the development of an affordable housing project and a public park. Following Council’s decision on the DA, the City applied for a Metropolitan Transportation Commission (MTC) grant, which provides funding to support housing development. On May 22, 2024, MTC awarded the City of Palo Alto funding for technical assistance to prepare initial planning work for a future affordable housing development that could potentially take place on the future dedicated parcel adjacent Matadero Creek across and from 340 Portage Avenue. This report shares the work prepared under this grant and requests Council’s feedback on whether the conceptual typology is aligned with its interest, including aspects related to 1 Ordinance 5595 is available online at: https://www.paloalto.gov/Departments/City-Clerk/City-Records Item 10 Item 10 Staff Report Item 10: Staff Report Pg. 1 Packet Pg. 186 of 303 building height, density, unit mix, parking, or other characteristics. This feedback is anticipated to inform preparation of an RFP and, in turn, better inform the proposals from affordable housing partners. BACKGROUND Item 10 Item 10 Staff Report Item 10: Staff Report Pg. 2 Packet Pg. 187 of 303 ANALYSIS The three potential scenarios presented in this report are not recommendations. Rather, they are examples of what a developer may reasonably propose given the City’s goals and site conditions. The massing diagrams and proformas for the three scenarios provide a conceptual understanding both from a visual and cost perspective to better inform Council’s feedback. Experienced housing developers have expressed that clarity and predictability in the RFP process is a key consideration in determining whether to respond to an RFP and in a successful partnership. Therefore, Council’s early feedback is intended to encourage responsiveness to the RFP and set forth clear expectations for respondents. Massing Diagrams and Shadow Studies Table 1 provides a summary of the three scenarios, including key physical and programmatic characteristics including building height, total square footage, unit mix, and parking ratios. Building Height ± 55 ft (5 stories)± 65 ft (6 stories)± 75 ft (7 stories) Total Gross Floor Area (square feet)110,935 150,030 173,950 Residential Floor Area (square feet)73,200 92,200 110,780 1-Bedroom Units 37 (42%)49 (44%)59 (44%) 2-Bedroom Units 26 (29%)30 (28%)36 (28%) 3-Bedroom Units 26 (29%)30 (28%)36 (28%) Total Units 89 109 131 Average Unit Size (square feet)1BR: 590 2BR: 870 3BR: 1,080 1BR: 590 2BR: 870 3BR: 1,080 1BR: 590 2BR: 870 3BR: 1,080 Parking Provided 45 (90 with stackers) 52 (104 with stackers) 52 (104 with stackers) Parking Ratio 0.5 (1.0 with stackers) 0.47 (0.95 with stackers) 0.4 (0.8 with stackers) Additionally, staff requested that at least one scenario evaluate the open space opening to the future public park to understand how it may modify the building’s interface with the park and the effect of shadows from the building. For consistency with the NVCAP, all scenarios assumed a 50-foot setback from the mid-line of the creek. Staff did not explore an eight-story scenario based on feedback from affordable housing developers that because of cost escalation and construction complexity, there was a preference for pursuing projects of seven stories or less. In particular, they indicated that adding a level of parking to meet desirable parking ratios increases the cost significantly without improving financing potential. Additionally, staff did not seek scenarios that explore a greater number of larger units as affordable housing developers have expressed that too many large family units Item 10 Item 10 Staff Report Item 10: Staff Report Pg. 3 Packet Pg. 188 of 303 increases the cost per unit and that in order to achieve a minimum number of units the overall size of the building needs to increase. Shadow studies Item 10 Item 10 Staff Report Item 10: Staff Report Pg. 4 Packet Pg. 189 of 303 necessary funding. But this analysis suggests that this is a competitive location for affordable housing. Table 2 provides a high-level summary of the three scenarios. Attachment C includes a more detailed breakdown. Table 2: Summary of Financing Scenarios Anticipated Gap Funding Estimated City Contribution*$5 Million $5 Million $5 Million *For the City to reach the level of local subsidy per unit that was typical of the winning projects in the most recent State SuperNOFA, the City would need to commit at least $5 million in addition to the land. Item 10 Item 10 Staff Report Item 10: Staff Report Pg. 5 Packet Pg. 190 of 303 this document to solicit and select a development partner to construct affordable housing units. FISCAL/RESOURCE IMPACT ad hoc when it returns to the City Council with its evaluation of activities in ‘Phase 2’ of the City’s response. Item 10 Item 10 Staff Report Item 10: Staff Report Pg. 6 Packet Pg. 191 of 303 of the Citywide Affordable Housing funds toward this use so that all respondents assume the same funding from the City in preparing their proposal. STAKEHOLDER ENGAGEMENT Daily Post on November 7, 2025, which is 10 days in advance of the meeting. Postcard mailing occurred on November 6, 2025, which is 11 days in advance of the meeting. ENVIRONMENTAL REVIEW Item 10 Item 10 Staff Report Item 10: Staff Report Pg. 7 Packet Pg. 192 of 303 ATTACHMENTS APPROVED BY: Item 10 Item 10 Staff Report Item 10: Staff Report Pg. 8 Packet Pg. 193 of 303 JOB DR. BY SCALE DATE PORTAGE AVENUE - LOT 2 PALO ALTO CALIFORNIA 10/4/2023 N/A MC A10128-7 LOT 1LOT 3 LOT 4 LOT 2 LOT 5 Exhibit A: Plat and Legal Attachment A: Project Site Item 10 Attachment A - Location Map Item 10: Staff Report Pg. 9 Packet Pg. 194 of 303 1 PALO ALTO, CA | NOvember 4, 2025 | mTC 0 100’50’ 340 POrTAGe Ave | eXISTING AerIAL + ZONING SUmmArY ZONING INFORMATION APN #132-38-071 Site Area 3.25 acres Zoning RM-30 (Medium Density Multiple-Family Residence District) *New Zoning from Specific Plan: NV-R4 (High Density Multiple-Family Residential District) Comprehensive Plan Land Use Designation MF Development Standards FAR 0.6:1 Density Min. 16 DU/ Acre - Max. 30 DU/Acre Height 35 Feet Setbacks • Front = 20 Feet • Interior side yards = 10 Feet • Interior rear yards = 10 Feet • Street side = 16 Feet Parking • 1 space per micro unit • 1 spaces per studio unit • 1 space per 1-bedroom unit • 2 spaces per 2-bedroom unit (at least 1 covered) Bicycle Parking 1 space per unit Min. landscape/open space coverage (percent)30% Min. usable open space (sf per unit)150 SF/Unit Min. common open space (sf per unit)75 SF/Unit Min. Private Open Space (sf per unit)50 SF/Unit **See North Ventura Coordinated Area Plan (August 2024) PARK BLVD LA M B E R T A V E matade r o C r e e k PrOJeCT SITe 3.25 ACre ASH ST 89’ 66 4 ’ 42 ’ 131’ 215’ 40 ’ 100’ 274 ’ 240’ 16 8 ’ 160’ 25 ’ 160’45 ’ 126’ * NV-R4 district provides high-density apartment living, primarily along major transportation corridors near mass transit and employment centers. Density ranges anticipated from 61 to 100 dwelling units per acre, with a maximum FAR of 3.0:1 PO R T A G E A V E Item 10 Attachment B - Massing Diagrams and Shadow Studies Item 10: Staff Report Pg. 10 Packet Pg. 195 of 303 2 PALO ALTO, CA | NOvember 4, 2025 | mTC 0 100’50’ 340 POrTAGe Ave | OPTION 1 - 50’ CreeK SeTbACK, SOUTH FACING COUrTYArD, eLevATeD GrOUND FLOOr reS. PARK BLVD PO R T A G E A V E 89’ matade r o C r e e k 66 4 ’ 42 ’ ASH ST 131’ 215’ 40 ’ 100’ 274 ’ 240’ Park 2.25 Acre Common Room Trash Bike Room Office Mech Courtyard exit stair Parking (45 spaces or 90 w/stackers) GrOUND FLOOr PLAN LeveL 2 FLOOr PLAN LeveL 3-5 FLOOr PLAN Courtyard 9,730 SF 20 ’ Fr o n t se t b a c k 10’Sidesetback 16’Street sidesetback Lobby L T T OPTION 1: 5 STOrIeS bUILDING (± 55 FeeT) OPTION 1: 5 STORIES (± 55 FEET) UNIT MIX Unit Type 1-BR 2-BR 3-BR Total 1st floor 2 2 2 6 units 2nd floor 8 6 6 20 units 3rd floor 9 6 6 21 units 4th floor 9 6 6 21 units 5th floor 9 6 6 21 units TOTAL 37 26 26 89 units Mix %42%29%29%100% Average Size 590 sf 870 sf 1,080 sf PARKING Provided 45 spaces; 0.5 spaces / unit (90 spaces if stackers; 1 space / unit) BUILDING AREAS (OPTION 1 - 5 STORIES BUILDING) Gross Area Residential Common Circulation / Services Parking / Ramp Ground Floor 30,070 5,270 2,320 4,460 18,020 Floor 2 20,220 16,540 595 3,085 - Floor 3 21,215 17,130 -3,085 - Floor 4 21,215 17,130 -3,085 - Floor 5 21,215 17,130 -3,085 - 5 STORIES TOTAL 110,935 73,200 2,915 16,800 18,020 Affordable housing site 1 Acre Raised residential entrances Elec 16 8 ’ 160’ 25 ’ 160’45 ’ 126’ LA M B E R T A V E Alley with special paving connecting Lambert Ave to the park 50’ creek centerlinesetback Item 10 Attachment B - Massing Diagrams and Shadow Studies Item 10: Staff Report Pg. 11 Packet Pg. 196 of 303 3 PALO ALTO, CA | NOvember 4, 2025 | mTC 0 100’50’ 340 POrTAGe Ave | OPTION 2 - 50’ CreeK SeTbACK, NOrTH FACING COUrTYArD, COmmUNITY USeS ON GrOUND FLOOr 89’ matade r o C r e e k 66 4 ’ 42 ’ 131’ 215’ 40 ’ 100’ 274 ’ 240’ Park 2.25 Acre Trash Bike Room Mech Courtyard exit stairs Office Mail Parking (52 spaces or 104 w/stackers) GrOUND FLOOr PLAN LeveL 2 FLOOr PLAN LeveL 3-6 FLOOr PLAN Courtyard 6,265 SF 20 ’ Fr o n t se t b a c k 10’ Side setback 16’Street sidesetback Lobby L T T OPTION 2: 6 STOrIeS bUILDING (± 65 FeeT) OPTION 2: 6 STORIES (± 65 FEET) UNIT MIX Unit Type 1-BR 2-BR 3-BR Total 1st floor ---- 2nd floor 9 6 6 21 units 3rd floor 10 6 6 22 units 4th floor 10 6 6 22 units 5th floor 10 6 6 22 units 6th floor 10 6 6 22 units TOTAL 49 30 30 109 units Mix %44%28%28%100% Average Size 590 sf 870 sf 1,080 sf PARKING Provided 52 spaces; 0.5 spaces / unit (104 spaces if stackers) BUILDING AREAS (OPTION 2 - 6 STORIES BUILDING) Gross Area Residential Common Circulation / Services Parking / Ramp Ground Floor 30,430 -4,780 5,120 20,530 Floor 2 23,920 17,880 700 5,340 - Floor 3 23,920 18,580 -5,340 - Floor 4 23,920 18,580 -5,340 - Floor 5 23,920 18,580 -5,340 - Floor 6 23,920 18,580 -5,340 - 6 STORIES TOTAL 150,030 92,200 5,480 31,820 20,530 Affordable housing site 1 Acre Elec 16 8 ’ 160’ 25 ’ 160’45 ’ 126’ Community/Amenity 50’ creek centerlinesetback Alley with special paving connecting Lambert Ave to the park PARK BLVD PO R T A G E A V E ASH ST LA M B E R T A V E Item 10 Attachment B - Massing Diagrams and Shadow Studies Item 10: Staff Report Pg. 12 Packet Pg. 197 of 303 4 PALO ALTO, CA | NOvember 4, 2025 | mTC 0 100’50’ 340 POrTAGe Ave | OPTION 3 - 50’ CreeK SeTbACK, NOrTH FACING COUrTYArD, COmmUNITY USeS ON GrOUND FLOOr 89’ matade r o C r e e k 66 4 ’ 42 ’ 131’ 215’ 40 ’ 100’ 274 ’ 240’ Park 2.25 Acre Trash Bike Room Mech Courtyard exit stairs Office Mail Parking (52 spaces or 104 w/stackers) GrOUND FLOOr PLAN LeveL 2 FLOOr PLAN LeveL 3-7 FLOOr PLAN Courtyard 6,265 SF 20 ’ Fr o n t se t b a c k 10’ Side setback 16’Street sidesetback Lobby L T T BUILDING AREAS (OPTION 3 - 7 STORIES BUILDING) Gross Area Residential Common Circulation / Services Parking / Ramp Ground Floor 30,430 -4,780 5,120 20,530 Floor 2 23,920 17,880 700 5,340 - Floor 3 23,920 18,580 -5,340 - Floor 4 23,920 18,580 -5,340 - Floor 5 23,920 18,580 -5,340 - Floor 6 23,920 18,580 -5,340 - Floor 7 23,920 18,580 -5,340 - 7 STORIES TOTAL 173,950 110,780 5,480 37,160 20,530 Affordable housing site 1 Acre Elec 16 8 ’ 160’ 25 ’ 160’45 ’ 126’ Community/Amenity 50’ creek centerlinesetback Alley with special paving connecting Lambert Ave to the park OPTION 3: 7 STOrIeS bUILDING (± 75 FeeT) OPTION 3: 7 STORIES (± 75 FEET) UNIT MIX Unit Type 1-BR 2-BR 3-BR Total 1st floor ---- 2nd floor 9 6 6 21 units 3rd floor 10 6 6 22 units 4th floor 10 6 6 22 units 5th floor 10 6 6 22 units 6th floor 10 6 6 22 units 7th floor 10 6 6 22 units TOTAL 59 36 36 131 units Mix %44%28%28%100% Average Size 590 sf 870 sf 1,080 sf PARKING Provided 52 spaces; 0.4 spaces / unit (104 spaces if stackers; 0.8 spaces / unit) PARK BLVD PO R T A G E A V E ASH ST LA M B E R T A V E Item 10 Attachment B - Massing Diagrams and Shadow Studies Item 10: Staff Report Pg. 13 Packet Pg. 198 of 303 5 PALO ALTO, CA | NOvember 4, 2025 | mTC 340 POrTAGe Ave | SHADOW STUDY NOTe: THIS SHADOW STUDY SHOWS THe SHADOWS CASTeD bY eACH OF THe OPTIONS, ON THe LONGeST DAY OF THe YeAr(JUNe 21) AND THe SHOrTeST DAY OF THe YeAr(DeC 21), AT TWO HOUrS PAST SUNrISe, NOON, AND TWO HOUrS PrIOr TO SUNSeT. JUNe 21; 8 Am JUNe 21; 12 NOON JUNe 21; 6 Pm DeCember 21; 9 Am DeCember 21; 12 NOON DeCember 21; 3 Pm OPTION 1: 5 STOrIeS, 50’ CreeK SeTbACK, SOUTH FACING COUrTYArD, eLevATeD GrOUND FLOOr reSIDeNTIAL JUNe 21; 8 Am JUNe 21; 12 NOON JUNe 21; 6 Pm DeCember 21; 9 Am DeCember 21; 12 NOON DeCember 21; 3 Pm OPTION 2: 6 STOrIeS, 50’ CreeK SeTbACK, NOrTH FACING COUrTYArD, COmmUNITY USeS ON GrOUND FLOOr JUNe 21; 8 Am JUNe 21; 12 NOON JUNe 21; 6 Pm DeCember 21; 9 Am DeCember 21; 12 NOON DeCember 21; 3 Pm OPTION 3: 7 STOrIeS, 50’ CreeK SeTbACK, NOrTH FACING COUrTYArD, COmmUNITY USeS ON GrOUND FLOOr Item 10 Attachment B - Massing Diagrams and Shadow Studies Item 10: Staff Report Pg. 14 Packet Pg. 199 of 303 6 PALO ALTO, CA | NOvember 4, 2025 | mTC 0 100’50’ 340 POrTAGe Ave | SHADOW STUDY - DeCember 21, 3 Pm - mAX SHADe OPTION 1: 5 STOrIeS, 50’ CreeK SeTbACK, SOUTH FACING COUrTYArD, eLevATeD GrOUND FLOOr reSIDeNTIAL OPTION 2: 6 STOrIeS, 50’ CreeK SeTbACK, NOrTH FACING COUrTYArD, COmmUNITY USeS ON GrOUND FLOOr OPTION 3: 7 STOrIeS, 50’ CreeK SeTbACK, NOrTH FACING COUrTYArD, COmmUNITY USeS ON GrOUND FLOOr (25,480 SF) 26%32.9%(27,280 SF)(32,245 SF) 27.8% Item 10 Attachment B - Massing Diagrams and Shadow Studies Item 10: Staff Report Pg. 15 Packet Pg. 200 of 303 1 To: Claire Raybould, Current Planning Manager, City of Palo Alto From: Rick Jacobus, Street Level Advisors Date: October 8, 2025 Re: Matadero Creek Affordable Housing – Financial Feasibility Analysis Summary of Findings Street Level Advisors conducted a financial feasibility analysis to understand the potential for 100% affordable housing developments on a 1-acre portion of the 340 Portage Avenue site. We developed three detailed project proformas for building prototypes that correspond with the three scenarios developed by Van Meter, Williams, Pollack including 5, 6, and 7 story heights with varying amounts of parking. For each of the three scenarios we evaluated the likely range of development costs based on a review of the costs of comparable affordable projects in the region and developed realistic financing scenarios . Affordable housing financing is very competitive: there are far more projects seeking funds than there are funds available. Generally, a 100% affordable housing project will need to compete successfully for federal Low-Income Housing Tax Credits and critical gap funding from the State of California. Therefore, we evaluated the site and each of the three scenarios against the scoring criteria used in the most recent rounds of these key funding sources. We found that an affordable housing development of any of the three scenarios at this location would have been competitive for state funding in recent years. Because the available State funds may be more limited in the coming years and because the scoring systems used to allocate these funds change, it may nonetheless take time for the selected development team to assemble the necessary funding. But our analysis suggests that this is a competitive location for affordable housing. Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 16 Packet Pg. 201 of 303 2 Table 1: Financing Scenario Summary One key question we considered was the necessary level of gap funding from the City of Palo Alto. Local funding is critical to feasibility for two reasons. First, every affordable housing project struggles to assemble the funding needed from a limited number of sources so local funding is often the only way to close the gap. Second, the state funding sources often use the level of local funding as a tie-breaker when they determine which projects to fund. Projects with stronger local investment are more likely to secure state funding. We assumed that in all of the three scenarios the development would receive the land at essentially no cost and would receive development impact fee waivers that Palo Alto provides for all affordable housing projects. Both of these would be treated as local contributions under state program rules. We also considered the extent to which an additional cash investment from the City’s Affordable Housing Fund would improve the competitiveness of the project. and concluded that the City would need to commit at least $5 million, in addition to the land, in order for the project to reach the level of local subsidy that was typical of the winning projects in the most recent state SuperNOFA. Higher levels of funding, up to $10 million would strengthen the project’s competitiveness and likely shorten the timeline for development of the site noticeably. Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 17 Packet Pg. 202 of 303 3 Why We Did This Analysis As the City prepares to issue a Request for Proposals (RFP) for the Matadero Creek Affordable Housing site, we want to understand the range of projects that developers might propose. Different building sizes and layouts can change both the number of homes delivered and the amount of subsidy required to make the project feasible. Because the funding landscape for affordable housing is constantly changing, we can’t exactly project what the most effective funding strategy will be, even a few years from now. But we can ensure that the site and potential projects would have been competitive for funding under the conditions available in recent years. Ultimately, the City will select a development partner with a strong track record lining up the many sources of funding needed to make these projects possible and that partner will determine the most promising funding strategy available at that time. Developer Feedback Between late April and early May 2025, we conducted five in-depth interviews with organizations representing a broad cross-section of the affordable housing developers and affordable housing finance experts. Each interview lasted roughly one hour and followed a consistent discussion guide covering site design, financing, affordability strategy, and RFP structure. The purpose was not to solicit proposals but to understand how experienced developers view the site’s opportunities and challenges, and what process design would make the project most attractive and feasible. Design and Site Considerations: Developers were largely aligned on design principles. There was little appetite for buildings taller than 7 stories, both because of cost escalation and construction complexity. Most agreed that one level of podium parking is the upper limit of what remains feasible. Beyond that, costs rise sharply without improving financing potential. Developers also encouraged the City to identify a long-term operating plan for community-serving spaces to ensure their financial sustainability. Several respondents noted that orienting units and shared spaces toward the park would help activate the public edge and strengthen the relationship between housing and open space. Parking: Developers agreed that parking ratios are a key feasibility driver. Most suggested between 0.5 and 0.75 spaces per unit, depending on unit mix and transit access. There was broad consensus that mechanical stackers are disfavored, citing maintenance costs and operational reliability – though several developers might consider using them if necessary. Target Populations and Unit Mix: Developers urged the City to clarify target populations early. If the City intends to include supportive housing or veteran units, they suggested doing so only if funding or service commitments are already identified. They also advised allowing flexibility in unit mix so developers can Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 18 Packet Pg. 203 of 303 4 align designs with evolving funding opportunities, market conditions, and management strategies. Rigid requirements can make projects less competitive in state funding rounds. Financing Strategy and Funding Sources: All interviewees recognized that 340 Portage will require layered financing, with state programs playing a central role. Most agreed that the project would rely on 4% Low-Income Housing Tax Credits rather than 9% credits, given the competitive limits of the regional allocation pool. One developer floated the idea of splitting the site into two smaller 9% projects, but most favored a single 4%-credit project paired with MHP funding as the most practical structure. Leveraging State Programs: Developers highlighted the opportunity to maximize MHP and AHSC scoring through the site’s high-resource location, transit proximity, and City land contribution. They recommended that the City document Surplus Lands Act compliance early, since formal designation as “exempt surplus land” earns critical MHP points. Several developers noted that AHSC (Affordable Housing and Sustainable Communities) funds could be attainable if the City partners with a transit agency (VTA or Caltrain) to include a modest mobility improvement, such as a new bike connection or crosswalk enhancement near the site. Need for Local Match Funding: Interviewees pointed out that state programs reward local match commitments. While the land contribution counts, adding $100,000–$200,000 per unit in City housing trust funds could strengthen competitiveness. To be recognized, such funds must be committed prior to application submission. Overall, developers expressed strong interest in an affordable housing project at this site, but emphasized the importance of clarity, predictability, and simplicity. They view the project as financially feasible under a 4% LIHTC + MHP model, assuming clear direction on parking, affordability targets, and local participation. Developers also noted that an efficient, well-scoped RFP—focused on developer qualifications, capacity and readiness rather than design detail—would attract a strong pool of proposers while reducing administrative burden for both applicants and City staff. Three Development Scenarios We tested three different building sizes, each consistent with the massing studies prepared by the design team. The table below compares the three building prototypes studied for a potential affordable housing project at this site. It summarizes key physical and programmatic characteristics, including building height, total square footage, unit mix, and parking ratios. Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 19 Packet Pg. 204 of 303 5 Table 2: Building Prototypes Studied Option 1 – 5 stories Option 2 – 6 stories Option 3 – 7 stories Building Height ± 55 ft ± 65 ft ± 75 ft Total Gross Area (sf) 110,935 150,030 173,950 Residential Area (sf) 73,200 92,200 110,780 1-Bedroom Units 37 49 59 2-Bedroom Units 26 30 36 3-Bedroom Units 26 30 36 Total Units 89 109 131 Average Unit Size (sf) 1BR 590 / 2BR 870 / 3BR 1,080 1BR 590 / 2BR 870 / 3BR 1,080 1BR 590 / 2BR 870 / 3BR 1,080 Parking Provided 45 (90 with stackers) 52 (104 with stackers) 52 (104 with stackers) Parking Ratio 0.5 (1.0 w/stackers) 0.5 (1.0 w/stackers) 0.4 (0.8 w/stackers) Development Cost Estimates In order to evaluate the financing need, we first estimated the total cost to develop each of the prototypes. We reviewed detailed proformas for several recently proposed affordable projects in and around Palo Alto, development cost proposals provided to the State for dozens of other projects as part of the most recent affordable housing SuperNOFA, as well as a detailed study on the cost of development of both market rate and affordable housing commissioned by the City of San Jose in 20241. We intentionally selected cost assumptions at the high end of the ranges suggested by these sources, both to reflect the likely cost increases that have occurred since these projects were proposed and to provide a somewhat more conservative estimate of the financing need. Note that we have not attempted to adjust these costs to reflect future cost inflation. This project will take many years to develop, and the actual costs will certainly be somewhat higher than these present- day projections. Appendix A includes the detailed cost assumptions we used to construct the proformas. Table 3 summarizes the high-level cost break down for each prototype. 1 San Jose Cost of Development Study, Century Urban 2024 Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 20 Packet Pg. 205 of 303 6 Table 3: Development Cost Summary The taller, denser projects cost more to build, both because there is more building to construct and because we assume that the cost per foot is higher for denser buildings. Affordability For each scenario we assumed that all units (aside from 1 managers unit) would be restricted to households earning less than 60% of Area Median Income (AMI). For reasons of competitiveness for State funding, we have assumed that 20% of units in each scenario would target Extremely Low Income (ELI) households earning less than 30% of AMI. We assumed that the remaining units would serve a mix of incomes between 40% and 60% of AMI. Table 4: Income Mix Key State and Federal Financing Sources Affordable housing projects in California almost always require a combination of federal and state subsidies in addition to local funds and tax credit equity. The primary programs are administered by the California Department of Housing and Community Development (HCD), the California Tax Credit Allocation Committee (TCAC/CDLAC), and federal agencies such as the U.S. Department of Housing and Urban Development (HUD) and the U.S. Department of the Treasury. Federal Programs Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 21 Packet Pg. 206 of 303 7 Low-Income Housing Tax Credit (LIHTC) What it is: The main federal incentive for building affordable rental housing, created under Section 42 of the Internal Revenue Code. How it works: Provides a dollar-for-dollar tax credit to investors who finance affordable housing. Projects receive either 4% or 9% credits depending on the financing structure. Why it matters: LIHTC is the financial backbone of nearly all affordable rental developments in the U.S., generating about 40–50% of the total project funding. Tax-Exempt Multifamily Housing Bonds (Private Activity Bonds) What it is: Long-term, below-market-rate financing made possible when states and localities issue tax-exempt bonds for affordable housing. How it works: Developers borrow bond proceeds to finance construction and permanent loans. Projects using these bonds automatically qualify for 4% LIHTCs if at least 50% of the project’s costs are financed with bond proceeds. The loans are generally made by commercial banks with tax exemption facilitated by a public agency. Why it matters: This pairing of bonds and 4% tax credits is a cornerstone of financing for larger affordable projects like 340 Portage. Project-Based Vouchers (PBVs) What it is: HUD-funded rental assistance administered by local housing authorities. How it works: Provides long-term rental subsidies tied to specific units, ensuring that very low-income households pay no more than 30% of their income toward rent. Why it matters: PBVs make the deepest affordability levels financially sustainable by guaranteeing stable rental income for the most vulnerable residents. State Programs Multifamily Housing Program (MHP) What it is: The state’s core subsidy program for new affordable rental housing. How it works: Provides long-term, low-interest loans (often 55 years) to help fill the gap between development costs and other financing sources. Why it matters: Almost every competitive affordable housing project in California applies for MHP funds. Affordable Housing and Sustainable Communities (AHSC) What it is: Funding from the state’s cap-and-trade revenues to support housing near transit. How it works: Provides loans for housing plus grants for related infrastructure Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 22 Packet Pg. 207 of 303 8 (sidewalks, bike lanes, transit stops). Why it matters: 340 Portage, located near jobs and transit, would be a strong candidate for this program. Infill Infrastructure Grant Program (IIG) What it is: Grants to help cover infrastructure costs for infill housing sites. How it works: Can fund utilities, streets, sidewalks, and other improvements needed to make a site ready for housing. Why it matters: Helps reduce the amount of subsidy needed for construction by covering upfront site prep. No Place Like Home (NPLH) What it is: Funds permanent supportive housing for people experiencing homelessness and mental illness. How it works: Counties receive allocations and may partner with affordable housing developers. Why it matters: If supportive units are included in the mix, NPLH could provide both capital and operating support. Other Targeted Programs • Veterans Housing and Homelessness Prevention (VHHP): For projects that include units for veterans. • Joe Serna Jr. Farmworker Housing Grant Program: For developments serving farmworker households. • Transit-Oriented Development (TOD) Program: For projects adjacent to major public transit corridors. Financing Strategy The 9% tax credits are more generous (they provide a higher share of cost per project) but also more competitive. The 9% tax credits are allocated by the State into regional pools and the South Bay pool may be too small to support a large project like this. The 4% tax credits are a more likely source, but they leave a larger gap for the developer to fill. Based on a review of the 4% projects funded in 2024, we assumed that tax credits would provide 47% of the total development cost in each of our prototypes (though a number of factors could mean that more or less tax credit equity was available to a project at this site). The 4% tax credits must be paired with tax exempt bond financing which lowers the cost of the permanent debt on the project. In each case we have calculated the maximum supportable permanent loan given the restricted rents. But the tax credits and debt together cover less than 60% of the cost of the project. This leaves a ‘gap’ that has to be filled with affordable housing subsidies from one source or another (often many different sources). The most promising sources are the State MHP and AHSC programs. Most of the 4% LIHTC projects receive one or the other or sometimes both of these sources. Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 23 Packet Pg. 208 of 303 9 The MPH Program is promising because it provides significant scoring incentives both to projects located in “High Resource Areas” and to projects developed on surplus public land. The Portage Ave site would qualify for both of these bonus categories. Only 19% of projects that applied in the last round qualified for both. The challenge with MHP is that ongoing funding for the program is uncertain. It seems likely that the State will continue to invest, but the budget situation in Sacramento makes it difficult to anticipate the level of funding. The other large state program, AHSC, was recently extended. The program will receive $800 million annually in proceeds from the state’s cap and trade greenhouse gas emissions auctions through 2045. Portage Avenue also appears to be a competitive site for AHSC funding. AHSC requires pairing an affordable housing project with a transportation infrastructure project serving the same area. A successful award funds both projects. The other critical source for any project is local government funding. For the purpose of this analysis, we assumed that the City of Palo Alto would commit additional Affordable Housing Fund resources to the project to help fill the gap. Figure 1: Capital Stack The Impact of Local Investment In order to understand the critical role that local government investment can play in making projects like this feasible, we evaluated the data from recently funded projects. We looked at all the 4% LIHTC projects funded in the most recent State SuperNOFA2. The State awards funding from several sources including MHP, IIG and VHHP in a single competitive process. In 2025 they funded 16 projects that also received 4% tax credits. These projects received between $2 and $42.5 million in state funding. This funding represented between 4% and 2 February 2025 Multifamily Finance SuperNOFA (Round 3). https://www.hcd.ca.gov/grants-and- funding/supernofa Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 24 Packet Pg. 209 of 303 10 51% of total development costs with the average State share representing 22% of total development costs. Table 5: Financing Mix with $5 Million in City funding Table 5 shows the financing mix for each of the prototypes under the assumption that the City committed $5 million in funding3. The table shows that, at this level of City funding, the project would require between $24 and $50 million in State funding. That funding would represent between 27 and 33% of total development cost. This is well above the average State funding share from the last SuperNOFA but not outside of the range. We also considered an alternative where the City contribution to the project was $10 million. As Table 6 shows, at this level the State share of funding would range from 22 to 29% of cost – closer to the average among winning projects in the last State funding round. Table 6: Financing Mix with $10 Million in City funding 3 While the need for subsidy increases for the larger projects we assumed a flat level of funding regardless of project size on the assumption that the City would either commit a given level of funding or indicate that a given amount is being held aside for future commitment for this site prior to issuance of an RFP. This would mean that developers would receive the same level of city funding regardless of the density of their project. An alternative approach would be to allow developers to request funds from the City either as part of the RFP or through the City’s regular award process after selection. Either of those approaches might result in a higher award of City funding for projects with more units. The developers we interviewed, however, indicated that a clear statement of available City funding would strengthen the RFP and make it more attractive to potential developers. Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 25 Packet Pg. 210 of 303 11 What This Means Going Forward These three scenarios are not recommendations. They are examples of what a developer could reasonably propose given the City’s goals and site conditions. A developer responding to the RFP might bring forward something that looks like Option 1, Option 3, or something in between. The takeaway is that all are financially possible — but each comes with different tradeoffs. Smaller buildings mean fewer homes but easier financing. Larger buildings mean more homes but bigger gaps to close. Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 26 Packet Pg. 211 of 303 12 Appendix A – Key Assumptions Behind All Scenarios This project’s financial analysis is based on a common set of assumptions. Below we outline those assumptions and explain in plain language what they mean. Affordability Who the housing is for: For each prototype we assumed that all units would be restricted to households earning less than 60% of Area Median Income (AMI). For reasons of competitiveness for State funding, we have assumed that 20% of units in each scenario would target Extremely Low Income (ELI) households earning less than 30% of AMI. We assumed that the remaining units would serve a mix of incomes between 40% and 60% of AMI. How rents are set: Rents are capped for each income group based on LIHTC rent limits published by the California Department of Housing and Community Development. How big are the units: For all the prototypes we assumed roughly the same mix of 1, 2- and 3-bedroom units based on Van Meter, Williams, Pollack’s designs. Voucher support: In the case of scenarios that take advantage of Project Based Vouchers, we assume rental income based on HUD’s Fair Market Rent (FMR) for the unit size rather than the tenant’s income. Tenants in voucher units pay a share of their income and HUD makes up the difference between this payment and FMR. Rent and Utilities Maximum affordable rents: The rent shown in the model is the most a household at that income level could be asked to pay, based on federal and state formulas. Utility deductions: Because tenants pay utilities, we subtract a standard allowance from the maximum rent. For example, about $98 is taken off for a 1- bedroom, $128 for a 2-bedroom, and $157 for a 3-bedroom. Manager’s unit: One apartment in each scenario is set aside for an on-site manager and doesn’t generate rent. Costs to Build Construction type: Costs assume modern wood-frame apartments over a concrete podium (the most common and efficient structure for this type of project). Hard costs: We budget between $535 to $650 per gross residential foot for the direct costs to build the building. Parking cost: In addition, we assume a cost of $65,000 per parking space to build the parking. Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 27 Packet Pg. 212 of 303 13 Soft costs: Professional fees, permits, and other non-construction costs are assumed to be about 18% of hard construction costs. Land: The site is contributed by the City, so no land purchase cost is included. How It’s Paid For Permanent loan: Each scenario assumes a long-term mortgage funded with tax exempt bond financing. This loan is sized conservatively based on the project’s income, so it can be safely repaid. We assume a Debt Service Coverage Ratio of 1.15 meaning that the Net Operating Income (after all expenses) for the building must be at least 15% greater than the monthly loan payment. This ratio limits the amount that the project can borrow because the rents are limited. We assume a permanent loan interest rate of 6.5% and a loan term of 35 years. Construction loan: We assume a construction loan interest rate of 6.85% and that the construction loan will cover 60% of the total development cost. Tax Credit Equity: While the exact amount of tax credit equity depends on both building cost and market factors, we assumed that tax credit equity would contribute 47% of total development cost for each prototype. This was the average tax credit investment among 15 projects funded with 4% LIHTC credits in 2023 in San Mateo and Santa Clara counties. State funding: For each prototype we calculated the amount of funding from the State that would be necessary to fill the remaining gap after accounting for all other sources. We then compared the resulting funding levels to the typical amounts awarded to successful 4% LIHTC projects in recent rounds of State funding. This State funding could come from MHP, AHSC or any of several other state programs. City contribution: We assumed, for the purpose of analysis a City of Palo Alto commitment of $5,000,000 for each project prototype. Other contributions: The financial model includes a standard “owner’s equity” contribution of $84,000 per unit and a small portion of the developer fee being deferred until after the building is operating. Operations Once Built Operating expenses: We assumed that the operating expenses for each building would be $10,000 per unit per year. Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 28 Packet Pg. 213 of 303 14 Net Operating Income (NOI): This is the project’s annual bottom line after paying for operating costs. The first year NOI ranges from about $1.1M to $1.6M depending on building size. No extras included: For now, the models don’t count potential income from things like commercial rent, parking, or services. Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 29 Packet Pg. 214 of 303 15 Appendix B – Project Prototype Pro formas Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 30 Packet Pg. 215 of 303 Matadero Creek Affordable Housing Project Option 1 - 5 Stories Unit Mix and Rent Structure Rent Information Area Median Income 30% (PBV)50% (PBV)30% AMI 40% AMI 50% AMI 60% AMI MGR Studio 968$ 1,291$ 1,613$ 1,936$ -$ 1-Bed -$ 1,037$ 1,383$ 1,728$ 2,074$ -$ 2-Bed 3,124$ 1,244$ 1,659$ 2,073$ 2,488$ -$ 3-Bed 4,004$ 4,033$ 1,437$ 1,917$ 2,396$ 2,875$ -$ 4-Bed 1,603$ 2,138$ 2,672$ 3,207$ -$ Commercial Bedrooms Utility Allowance Studio -$ 1-Bed 98$ 2-Bed 128$ 3-Bed 157$ 4-Bed Unit Mix # of Bedrooms Number of Units Square Feet Total Sq Ft AMI Level Monthly Rent Max Affordable Rent (with Utilities) Utility Allowance 1st Year Annual Revenue Studio 0 500 0 30% AMI $968 $968 $0 $0 Studio 0 500 0 40% AMI $1,291 $1,291 $0 $0 Studio 0 500 0 60% AMI $1,936 $1,936 $0 $0 1-Bed 7 590 4,130 30% AMI $939 $1,037 $98 $78,876 1-Bed 11 590 6,490 40% AMI $1,285 $1,383 $98 $169,620 1-Bed 19 590 11,210 60% AMI $1,976 $2,074 $98 $450,528 2-Bed 5 870 4,350 30% AMI $1,116 $1,244 $128 $66,960 2-Bed 8 870 6,960 40% AMI $1,531 $1,659 $128 $146,976 2-Bed 12 870 10,440 60% AMI $2,360 $2,488 $128 $339,840 2-Bed 1 870 870 MGR -$128 $0 $128 ($1,536) 3-Bed 5 1,080 5,400 30% AMI $1,280 $1,437 $157 $76,800 3-Bed 8 1,080 8,640 40% AMI $1,760 $1,917 $157 $168,960 3-Bed 13 1,080 14,040 60% AMI $2,718 $2,875 $157 $424,008 Total 89 72,530 $1,921,032 AMI Units % Total Units % Tot Rev.AMI Units % Total Units 30% (PBV)0 0%0.0%ELI 17 19.1% 50% (PBV)0 0%0.0%VLI 27 30.3% 30% AMI 17 19%11.6%Low Income 44 49.4% 40% AMI 27 30%25.3%MGR 1 1.1% 50% AMI 0 0%0.0%Total 89 100% 60% AMI 44 49%63.2% MGR 1 1%-0.1%Parking Spaces Spaces/unit 45 0.51 Total 89 100%100% Building Net Feet Efficiency Gross Feet Unit Type Units % Total Units % Tot Rev.72,530 65%110,935 Studio 0 0%0.0% 1-Bed 37 42%36.4% 2-Bed 26 29%28.7% 3-Bed 26 29%34.9% 4-Bed 0 0%0.0% Total 89 100%100% Project Proforma Construction Sources Total Per Unit Financing Assumptions Construction Loan 53,263,039$ 598,461$ Debt Coverage Ratio 1.15 Tax Credit Investor Proceeds 14,602,950$ 164,078$ Construction Loan Amount (%TDC)60% GP Equity 7,480,094$ 84,046$ Construction Interest Rate 6.85% HCD/Other -$ Permanent Interest Rate 6.50% City of Palo Alto 5,000,000$ 56,180$ Permanent Loan Term 35 Total 80,346,083$ 902,765$ LIHTC Price 0.95 Basis Boost TRUE LIHTC Eligible %100% LIHTC Investor Proceeds % TDC 47% City of Palo Alto Investment Limit 5,000,000$ HCD/Other %TDC 20% Permanent Sources Total Per Unit %GP Equity per Unit 84046 Amortizing Permanent Loan 10,017,980$ 112,562$ 11%Tax Credit $ During Construction 35% Tax Credit Investor Proceeds 41,722,714$ 468,795$ 47%Deferred Developer Fee per Unit 4790 GP Equity 7,480,094$ 84,046$ 8% Deferred Developer Fee 426,310$ 4,790$ 0%Development Assumptions HCD/Other 24,124,634$ 271,063$ 27%Construction Costs Per Gross Foot 535 City of Palo Alto 5,000,000$ 56,180$ 6%Site Acquisition Cost Per Acre 0 Total 88,771,732$ 997,435$ 100%Parking Cost per Space 65000 Soft Costs (as % of hard costs)18% Financing Costs per unit 53,000 Developer Fee % of TDC 12.5% Operating Assumptions Uses Total Per Unit Per GSF Operating Costs 10,000$ Per Unit Acquisition -$ -$ -$ Expense Inflation Rate 3.50% Hard Cost 59,350,225$ 666,856$ 535$ Resident Services 1,700$ Per unit Parking Cost 2,925,000$ 32,865$ 26$ Reserves 500$ Per Unit Financing Costs 4,717,000$ 53,000$ 43$ Other Soft Costs 10,683,041$ 120,034$ 96$ Developer Fee 11,096,467$ 124,679$ 100$ Total Development Costs 88,771,732$ 997,435$ 800$ Cash Flow Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Effective Gross Income 1,921,032$ 1,988,268$ 2,057,858$ 2,129,883$ 2,204,428$ 2,281,583$ 2,361,439$ 2,444,089$ 2,529,632$ 2,618,169$ Operating Expenses (890,000)$ (921,150)$ (953,390)$ (986,759)$ (1,021,295)$ (1,057,041)$ (1,094,037)$ (1,132,329)$ (1,171,960)$ (1,212,979)$ Services (151,300)$ (156,596)$ (162,076)$ (167,749)$ (173,620)$ (179,697)$ (185,986)$ (192,496)$ (199,233)$ (206,206)$ Reserves (44,500)$ (46,058)$ (47,670)$ (49,338)$ (51,065)$ (52,852)$ (54,702)$ (56,616)$ (58,598)$ (60,649)$ Net Operating Income 835,232$ 864,465$ 894,721$ 926,037$ 958,448$ 991,994$ 1,026,713$ 1,062,648$ 1,099,841$ 1,138,335$ Debt Service (726,289)$ (726,289)$ (726,289)$ (726,289)$ (726,289)$ (726,289)$ (726,289)$ (726,289)$ (726,289)$ (726,289)$ Net Cash Flow 108,943$ 138,176$ 168,433$ 199,748$ 232,159$ 265,705$ 300,425$ 336,360$ 373,552$ 412,047$ Debt Coverage Ratio 1.15 1.19 1.23 1.28 1.32 1.37 1.41 1.46 1.51 1.57 Bedrooms Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 31 Packet Pg. 216 of 303 Matadero Creek Affordable Housing Project Option 2 - 6 Stories Unit Mix and Rent Structure Rent Information Area Median Income 30% (PBV)50% (PBV)30% AMI 40% AMI 50% AMI 60% AMI MGR Studio 968$ 1,291$ 1,613$ 1,936$ -$ 1-Bed -$ 1,037$ 1,383$ 1,728$ 2,074$ -$ 2-Bed 3,124$ 1,244$ 1,659$ 2,073$ 2,488$ -$ 3-Bed 4,004$ 4,033$ 1,437$ 1,917$ 2,396$ 2,875$ -$ 4-Bed 1,603$ 2,138$ 2,672$ 3,207$ -$ Commercial Bedrooms Utility Allowance Studio -$ 1-Bed 98$ 2-Bed 128$ 3-Bed 157$ 4-Bed Unit Mix # of Bedrooms Number of Units Square Feet Total Sq Ft AMI Level Monthly Rent Max Affordable Rent (with Utilities) Utility Allowance 1st Year Annual Revenue Studio 0 500 0 30% AMI $968 $968 $0 $0 Studio 0 500 0 40% AMI $1,291 $1,291 $0 $0 Studio 0 500 0 60% AMI $1,936 $1,936 $0 $0 1-Bed 10 590 5,900 30% AMI $939 $1,037 $98 $112,680 1-Bed 15 590 8,850 40% AMI $1,285 $1,383 $98 $231,300 1-Bed 24 590 14,160 60% AMI $1,976 $2,074 $98 $569,088 2-Bed 6 870 5,220 30% AMI $1,116 $1,244 $128 $80,352 2-Bed 9 870 7,830 40% AMI $1,531 $1,659 $128 $165,348 2-Bed 14 870 12,180 60% AMI $2,360 $2,488 $128 $396,480 2-Bed 1 870 870 MGR -$128 $0 $128 ($1,536) 3-Bed 6 1,080 6,480 30% AMI $1,280 $1,437 $157 $92,160 3-Bed 9 1,080 9,720 40% AMI $1,760 $1,917 $157 $190,080 3-Bed 15 1,080 16,200 60% AMI $2,718 $2,875 $157 $489,240 Total 109 87,410 $2,325,192 AMI Units % Total Units % Tot Rev.AMI Units % Total Units 30% (PBV)0 0%0.0%ELI 22 20.2% 50% (PBV)0 0%0.0%VLI 33 30.3% 30% AMI 22 20%12.3%Low Income 53 48.6% 40% AMI 33 30%25.2%MGR 1 0.9% 50% AMI 0 0%0.0%Total 109 100% 60% AMI 53 49%62.6% MGR 1 1%-0.1%Parking Spaces Spaces/unit 52 0.48 Total 109 100%100% Building Net Feet Efficiency Gross Feet Unit Type Units % Total Units % Tot Rev.87,410 65%134,477 Studio 0 0%0.0% 1-Bed 49 45%39.3% 2-Bed 30 28%27.6% 3-Bed 30 28%33.2% 4-Bed 0 0%0.0% Total 109 100%100% Project Proforma Construction Sources Total Per Unit Financing Assumptions Construction Loan 71,565,711$ 656,566$ Debt Coverage Ratio 1.15 Tax Credit Investor Proceeds 8,408,971$ 77,147$ Construction Loan Amount (%TDC)60% GP Equity 9,161,014$ 84,046$ Construction Interest Rate 6.85% HCD/Other -$ Permanent Interest Rate 6.50% City of Palo Alto 5,000,000$ 45,872$ Permanent Loan Term 35 Total 94,135,696$ 863,630$ LIHTC Price 0.95 Basis Boost TRUE LIHTC Eligible %100% LIHTC Investor Proceeds % TDC 47% City of Palo Alto Investment Limit 5,000,000$ HCD/Other %TDC 35% Permanent Sources Total Per Unit %GP Equity per Unit 84046 Amortizing Permanent Loan 11,938,979$ 109,532$ 10%Tax Credit $ During Construction 15% Tax Credit Investor Proceeds 56,059,807$ 514,310$ 47%Deferred Developer Fee per Unit 4790 GP Equity 9,161,014$ 84,046$ 8% Deferred Developer Fee 522,110$ 4,790$ 0%Development Assumptions HCD/Other 36,594,275$ 335,727$ 31%Construction Costs Per Gross Foot 600 City of Palo Alto 5,000,000$ 45,872$ 4%Site Acquisition Cost Per Acre 0 Total 119,276,185$ 1,094,277$ 100%Parking Cost per Space 65000 Soft Costs (as % of hard costs)18% Financing Costs per unit 53,000 Developer Fee % of TDC 12.5% Operating Assumptions Uses Total Per Unit Per GSF Operating Costs 10,000$ Per Unit Acquisition -$ -$ -$ Expense Inflation Rate 3.50% Hard Cost 80,686,154$ 740,240$ 600$ Resident Services 1,700$ Per unit Parking Cost 3,380,000$ 31,009$ 25$ Reserves 500$ Per Unit Financing Costs 5,777,000$ 53,000$ 43$ Other Soft Costs 14,523,508$ 133,243$ 108$ Developer Fee 14,909,523$ 136,785$ 111$ Total Development Costs 119,276,185$ 1,094,277$ 887$ Cash Flow Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Effective Gross Income 2,325,192$ 2,406,574$ 2,490,804$ 2,577,982$ 2,668,211$ 2,761,599$ 2,858,255$ 2,958,294$ 3,061,834$ 3,168,998$ Operating Expenses (1,090,000)$ (1,128,150)$ (1,167,635)$ (1,208,502)$ (1,250,800)$ (1,294,578)$ (1,339,888)$ (1,386,784)$ (1,435,322)$ (1,485,558)$ Services (185,300)$ (191,786)$ (198,498)$ (205,445)$ (212,636)$ (220,078)$ (227,781)$ (235,753)$ (244,005)$ (252,545)$ Reserves (54,500)$ (56,408)$ (58,382)$ (60,425)$ (62,540)$ (64,729)$ (66,994)$ (69,339)$ (71,766)$ (74,278)$ Net Operating Income 995,392$ 1,030,231$ 1,066,289$ 1,103,609$ 1,142,235$ 1,182,213$ 1,223,591$ 1,266,417$ 1,310,741$ 1,356,617$ Debt Service (865,558)$ (865,558)$ (865,558)$ (865,558)$ (865,558)$ (865,558)$ (865,558)$ (865,558)$ (865,558)$ (865,558)$ Net Cash Flow 129,834$ 164,672$ 200,731$ 238,051$ 276,677$ 316,655$ 358,033$ 400,858$ 445,183$ 491,059$ Debt Coverage Ratio 1.15 1.19 1.23 1.28 1.32 1.37 1.41 1.46 1.51 1.57 Bedrooms Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 32 Packet Pg. 217 of 303 Matadero Creek Affordable Housing Project Option 3 - 7 Stories Unit Mix and Rent Structure Rent Information Area Median Income 30% (PBV)50% (PBV)30% AMI 40% AMI 50% AMI 60% AMI MGR Studio 968$ 1,291$ 1,613$ 1,936$ -$ 1-Bed -$ 1,037$ 1,383$ 1,728$ 2,074$ -$ 2-Bed 3,124$ 1,244$ 1,659$ 2,073$ 2,488$ -$ 3-Bed 4,004$ 4,033$ 1,437$ 1,917$ 2,396$ 2,875$ -$ 4-Bed 1,603$ 2,138$ 2,672$ 3,207$ -$ Commercial Bedrooms Utility Allowance Studio -$ 1-Bed 98$ 2-Bed 128$ 3-Bed 157$ 4-Bed Unit Mix # of Bedrooms Number of Units Square Feet Total Sq Ft AMI Level Monthly Rent Max Affordable Rent (with Utilities) Utility Allowance 1st Year Annual Revenue Studio 0 500 0 30% AMI $968 $968 $0 $0 Studio 0 500 0 40% AMI $1,291 $1,291 $0 $0 Studio 0 500 0 60% AMI $1,936 $1,936 $0 $0 1-Bed 12 590 7,080 30% AMI $939 $1,037 $98 $135,216 1-Bed 18 590 10,620 40% AMI $1,285 $1,383 $98 $277,560 1-Bed 29 590 17,110 60% AMI $1,976 $2,074 $98 $687,648 2-Bed 7 870 6,090 30% AMI $1,116 $1,244 $128 $93,744 2-Bed 11 870 9,570 40% AMI $1,531 $1,659 $128 $202,092 2-Bed 17 870 14,790 60% AMI $2,360 $2,488 $128 $481,440 2-Bed 1 870 870 MGR -$128 $0 $128 ($1,536) 3-Bed 7 1,080 7,560 30% AMI $1,280 $1,437 $157 $107,520 3-Bed 11 1,080 11,880 40% AMI $1,760 $1,917 $157 $232,320 3-Bed 18 1,080 19,440 60% AMI $2,718 $2,875 $157 $587,088 Total 131 105,010 $2,803,092 AMI Units % Total Units % Tot Rev.AMI Units % Total Units 30% (PBV)0 0%0.0%ELI 26 19.8% 50% (PBV)0 0%0.0%VLI 40 30.5% 30% AMI 26 20%12.0%Low Income 64 48.9% 40% AMI 40 31%25.4%MGR 1 0.8% 50% AMI 0 0%0.0%Total 131 100% 60% AMI 64 49%62.7% MGR 1 1%-0.1%Parking Spaces Spaces/unit 52 0.40 Total 131 100%100% Building Net Feet Efficiency Gross Feet Unit Type Units % Total Units % Tot Rev.105,010 65%161,554 Studio 0 0%0.0% 1-Bed 59 45%39.3% 2-Bed 36 27%27.7% 3-Bed 36 27%33.1% 4-Bed 0 0%0.0% Total 131 100%100% Project Proforma Construction Sources Total Per Unit Financing Assumptions Construction Loan 92,046,720$ 702,647$ Debt Coverage Ratio 1.15 Tax Credit Investor Proceeds 10,815,490$ 82,561$ Construction Loan Amount (%TDC)60% GP Equity 11,010,026$ 84,046$ Construction Interest Rate 6.85% HCD/Other -$ Permanent Interest Rate 6.50% City of Palo Alto 5,000,000$ 38,168$ Permanent Loan Term 35 Total 118,872,236$ 907,422$ LIHTC Price 0.95 Basis Boost TRUE LIHTC Eligible %100% LIHTC Investor Proceeds % TDC 47% City of Palo Alto Investment Limit 5,000,000$ HCD/Other %TDC 35% Permanent Sources Total Per Unit %GP Equity per Unit 84046 Amortizing Permanent Loan 14,451,774$ 110,319$ 9%Tax Credit $ During Construction 15% Tax Credit Investor Proceeds 72,103,264$ 550,407$ 47%Deferred Developer Fee per Unit 4790 GP Equity 11,010,026$ 84,046$ 7% Deferred Developer Fee 627,490$ 4,790$ 0%Development Assumptions HCD/Other 50,218,646$ 383,348$ 33%Construction Costs Per Gross Foot 650 City of Palo Alto 5,000,000$ 38,168$ 3%Site Acquisition Cost Per Acre 0 Total 153,411,200$ 1,171,078$ 100%Parking Cost per Space 65000 Soft Costs (as % of hard costs)18% Financing Costs per unit 53,000 Developer Fee % of TDC 12.5% Operating Assumptions Uses Total Per Unit Per GSF Operating Costs 10,000$ Per Unit Acquisition -$ -$ -$ Expense Inflation Rate 3.50% Hard Cost 105,010,000$ 801,603$ 650$ Resident Services 1,700$ Per unit Parking Cost 3,380,000$ 25,802$ 21$ Reserves 500$ Per Unit Financing Costs 6,943,000$ 53,000$ 43$ Other Soft Costs 18,901,800$ 144,289$ 117$ Developer Fee 19,176,400$ 146,385$ 119$ Total Development Costs 153,411,200$ 1,171,078$ 950$ Cash Flow Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Effective Gross Income 2,803,092$ 2,901,200$ 3,002,742$ 3,107,838$ 3,216,613$ 3,329,194$ 3,445,716$ 3,566,316$ 3,691,137$ 3,820,327$ Operating Expenses (1,310,000)$ (1,355,850)$ (1,403,305)$ (1,452,420)$ (1,503,255)$ (1,555,869)$ (1,610,324)$ (1,666,686)$ (1,725,020)$ (1,785,396)$ Services (222,700)$ (230,495)$ (238,562)$ (246,911)$ (255,553)$ (264,498)$ (273,755)$ (283,337)$ (293,253)$ (303,517)$ Reserves (65,500)$ (67,793)$ (70,165)$ (72,621)$ (75,163)$ (77,793)$ (80,516)$ (83,334)$ (86,251)$ (89,270)$ Net Operating Income 1,204,892$ 1,247,063$ 1,290,710$ 1,335,885$ 1,382,641$ 1,431,034$ 1,481,120$ 1,532,959$ 1,586,613$ 1,642,144$ Debt Service (1,047,732)$ (1,047,732)$ (1,047,732)$ (1,047,732)$ (1,047,732)$ (1,047,732)$ (1,047,732)$ (1,047,732)$ (1,047,732)$ (1,047,732)$ Net Cash Flow 157,160$ 199,331$ 242,978$ 288,153$ 334,909$ 383,302$ 433,388$ 485,227$ 538,881$ 594,412$ Debt Coverage Ratio 1.15 1.19 1.23 1.28 1.32 1.37 1.41 1.46 1.51 1.57 Bedrooms Item 10 Attachment C - Financial Analysis Item 10: Staff Report Pg. 33 Packet Pg. 218 of 303 8 4 1 2 City Council Staff Report From: City Clerk Report Type: ACTION ITEMS Lead Department: City Clerk Meeting Date: November 17, 2025 Report #:2511-5414 TITLE Adopt a Resolution Establishing the City Council Annual Calendar of Meetings, Recesses, and City Council Events for the Calendar Year 2026; CEQA status – not a project RECOMMENDATION Staff recommends that the City Council provide direction on the preferred Annual Retreat/Priority Setting Meeting date and on Option 1 vs. Option 2 for special City Council meetings, and adopt a resolution establishing its calendar of meetings, recesses, and City Council events for calendar year 2026. BACKGROUND This item was previously agendized at City Council’s November 3, 2025 meeting and was deferred. The City Council annually adopts a schedule of meetings and recesses for the upcoming calendar year. This year is the second iteration of a calendar setting process that implements Item 1.3 of the City’s Equity Action Plan (Create a process that includes the Human Relations Commission (HRC) for annual calendar setting related to holidays and heritage months)1. The goal of this process is to create an inclusive City Council calendar that considers cultural observances that could prevent the public from participating in meetings and provide an opportunity for input from the public, City Council, and HRC. This process will continue to evolve in response to community and City Council feedback. Palo Alto’s Municipal Code sets the City Council’s regular meeting time as 5:30pm on the first three Mondays of the month2. Staff, in consultation with the Mayor and Vice Mayor, may 1 2024 and 2025 Equity Action Plan: https://www.paloalto.gov/files/assets/public/v/1/city-manager/wellness-and- belonging/equity-workplan-2024.pdf 2 Palo Alto Municipal Code Section 2.04.010 https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0- 0-0-60060 Item 11 Item 11 Staff Report Item 11: Staff Report Pg. 1 Packet Pg. 219 of 303 8 4 1 2 reschedule regular meetings and schedule additional special meetings, should they be necessary to conduct City Council business. Days on which City administrative offices are closed Certain cultural dates of significance that could fall on a Monday and whose main celebrations begin in the evening, which would prevent observants from participating in City Council meetings. New Year’s Day Martin Luther King, Jr. Day Lunar New Year Presidents’ Day Eid al-Fitr Passover Memorial Day Eid al-Adha Juneteenth Fourth of July Labor Day Rosh Hashanah Yom Kippur Indigenous Peoples’ Day Veterans Day Thanksgiving Day after Thanksgiving Christmas ANALYSIS Attachment A. Observance Date Option 1 rd Wednesday) Option 2 th Monday) Item 11 Item 11 Staff Report Item 11: Staff Report Pg. 2 Packet Pg. 220 of 303 8 4 1 2 HRC provided input on the calendar and dates of significance at its October 16, 2025 meeting. The commission asked staff to explore adding Diwali given the presence of Palo Alto residents who may celebrate the holiday and the recent addition of Diwali to the list of state holidays state employees and public schools and community colleges may choose to take off. Upon further research, staff found that unlike other holidays on the list, Diwali’s primary observance is not tied to an evening celebration. HRC also suggested additions to the dates of significance list, which staff have incorporated into Attachment C. Attachment C list of dates of significance. FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 11 Item 11 Staff Report Item 11: Staff Report Pg. 3 Packet Pg. 221 of 303 City Council Calendar 2026 Date Meeting Body Mon, January 5 City Council – City Council Reorganization Mon, January 12 City Council Wed, January 21 Option 1: City Council (special) Mon, January 26 Option 2: City Council (special) Sat, January 24 or Sat, January 31 City Council (special) – Annual Retreat/Priority Setting Meeting Mon, February 2 City Council Tues, February 3 Finance Committee Mon, February 9 City Council Tues, February 10 Policy & Services Committee Tues, February 17 Finance Committee Wed, February 18 Option 1: City Council (special) Thurs, February 19 City/Schools Liaison Committee Mon, February 23 Option 2: City Council (special) Mon, March 2 City Council Tues, March 3 Finance Committee Mon, March 9 City Council Tues, March 10 Policy & Services Committee Mon, March 16 City Council Tues, March 17 Finance Committee Thurs, March 19 City/Schools Liaison Committee Mon, April 6 City Council Tues, April 7 Finance Committee Mon, April 13 City Council Tues, April 14 Policy & Services Committee Thurs, April 16 City/Schools Liaison Committee Mon, April 20 City Council Tues, April 21 Finance Committee Mon, May 4 City Council Tues, May 5 Finance Committee Wed, May 6 Finance Committee (special) Mon, May 11 City Council Tues, May 12 Policy & Services Committee Mon, May 18 City Council Tues, May 19 Finance Committee Thurs, May 21 City/Schools Liaison Committee Mon, June 1 City Council Tues, June 2 Finance Committee Mon, June 8 City Council Tues, June 9 Policy & Services Committee Mon, June 15 City Council Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 4 Packet Pg. 222 of 303 Tues, June 16 Finance Committee Wed, June 17 City Council (special additional standby meeting) Thurs, June 18 City/Schools Liaison Committee Fri, June 19 – Fri, July 31 Summer Recess Mon, August 3 City Council Tues, August 4 Finance Committee Mon, August 10 City Council Tues, August 11 Policy & Services Committee Mon, August 17 City Council Tues, August 18 Finance Committee Thurs, August 20 City/School Liaison Committee Tues, September 8 City Council (special) Mon, September 14 City Council Tues, September 15 Policy & Services Committee Wed, September 16 Option 1: City Council (special) Thurs, September 17 City/Schools Liaison Committee Tues, September 22 Finance Committee Mon, September 28 Option 2: City Council (special) Mon, October 5 City Council Tues, October 5 Finance Committee Tues, October 13 Policy & Services Committee Thurs, October 15 City/Schools Liaison Committee Mon, October 19 City Council Tues, October 20 Finance Committee Wed, October 21 Option 1: City Council (special) Mon, October 26 Option 2: City Council (special) Mon, November 2 City Council Wed, November 4 Finance Committee (special) Mon, November 9 City Council Tues, November 10 Policy & Services Committee Mon, November 16 City Council Tues, November 17 Finance Committee Thurs, November 19 City/Schools Liaison Committee Tues, December 1 Finance Committee Mon, December 7 City Council Tues, December 8 Policy & Services Committee Mon, December 14 City Council Tues, December 15 Finance Committee (canceled if Council chooses Option 1) Option 1: Tues, December 15 City Council (special) Option 2: Wed, December 16 City Council (special) Thurs, December 17 City/School Liaison Option 3: Mon, December 21 City Council Tues, December 22 – Fri, January 1 Winter Recess Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 5 Packet Pg. 223 of 303 City Council Events 2026 Date Event Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 6 Packet Pg. 224 of 303 Dec 2025 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 JANUARY 2026 Feb 2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 28 29 30 31 1 2 3 City Council – Reorganization City Council 18 19 20 21 22 23 24 Martin Luther King, Jr. Day Option 1: City Council City Council (special) – Annual Retreat 25 26 27 28 29 30 31 Option 2: City Council City Council (special) – Annual Retreat Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 7 Packet Pg. 225 of 303 Jan 2026 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 FEBRUARY 2026 Mar 2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 1 2 3 4 5 6 7 City Council Finance City Council Policy & Services Presidents’ Day Finance Option 1: City Council City/Schools Liaison 22 23 24 25 26 27 28 Option 2: City Council Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 8 Packet Pg. 226 of 303 Feb 2026 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 MARCH 2026 Apr 2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 1 2 3 4 5 6 7 City Council Finance City Council Policy & Services City Council Finance City/Schools Liaison 22 23 24 25 26 27 28 29 30 31 1 2 3 4 Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 9 Packet Pg. 227 of 303 Mar 2026 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 APRIL 2026 May 2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 29 30 31 1 2 3 4 City Council Finance City Council Policy & Services City/Schools Liaison 19 20 21 22 23 24 25 City Council Finance 26 27 28 29 30 1 2 Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 10 Packet Pg. 228 of 303 Apr 2026 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 MAY 2026 Jun 2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 26 27 28 29 30 1 2 City Council Finance City Council 17 18 19 20 21 22 23 City Council Finance City/Schools Liaison 24 25 26 27 28 29 30 Memorial Day 31 1 2 3 4 5 6 Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 11 Packet Pg. 229 of 303 May 2026 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 JUNE 2026 Jul 2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 31 1 2 3 4 5 6 City Council Finance City Council Policy & Services City Council Finance City Council (Special additional standby meeting) City/Schools Liaison Summer Recess Starts 21 22 23 24 25 26 27 28 29 30 1 2 3 4 Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 12 Packet Pg. 230 of 303 Jun 2026 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 JULY 2026 Aug 2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 28 29 30 1 2 3 4 19 20 21 22 23 24 25 26 27 28 29 30 31 1 Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 13 Packet Pg. 231 of 303 Jul 2026 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 AUGUST 2026 Sep 2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 26 27 28 29 30 31 1 Summer Recess Ends City Council Finance City Council Services 16 17 18 19 20 21 22 City Council Finance City/Schools Liaison 23 24 25 26 27 28 29 30 31 1 2 3 4 5 Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 14 Packet Pg. 232 of 303 Aug 2026 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 SEPTEMBER 2026 Oct 2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 30 31 1 2 3 4 5 Labor Day CC) City Council City Council Policy & Services Option 1: City Council City/Schools Liaison 20 21 22 23 24 25 26 Yom Kippur Yom Kippur Finance 27 28 29 30 1 2 3 Option 2: City Council Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 15 Packet Pg. 233 of 303 Sep 2026 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 OCTOBER 2026 Nov 2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 27 28 29 30 1 2 3 City Council Finance Indigenous Peoples’ Day Policy & Services City/Schools Liaison 18 19 20 21 22 23 24 City Council Finance Option 1: City Council 25 26 27 28 29 30 31 Option 2: City Council Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 16 Packet Pg. 234 of 303 Oct 2026 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 NOVEMBER 2026 Dec 2026 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 1 2 3 4 5 6 7 City Council Election Day Finance (special) City Council Policy & Services City Council Finance City/Schools Liaison 22 23 24 25 26 27 28 29 30 1 2 3 4 5 Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 17 Packet Pg. 235 of 303 Nov 2026 S M T W T F S 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 DECEMBER 2026 Jan 2027 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 29 30 1 2 3 4 5 Finance City Council Policy & Services City Council Finance (Cancel for CC) Option 1: City Council (special) Option 2: City Council (special) City/Schools Liaison 20 21 22 23 24 25 26 Option 3: City Council Start of Winter Recess 27 28 29 30 31 1 2 End of Winter Recess Item 11 Attachment A - Proposed 2026 City Council Meeting Schedule Item 11: Staff Report Pg. 18 Packet Pg. 236 of 303 NOT YET APPROVED 20261017 jf 872 Resolution No. ________ Resolution of the Council of the City of Palo Alto Establishing the Council Calendar of Meetings, Summer and Winter Breaks, and Schedule of Events for Calendar Year 2026 R E C I T A L S A. Pursuant to Section 2.04.010 of the Municipal Code, the City Council must schedule its annual summer and winter breaks for each calendar year no later than the third meeting in February. B. The Council also wishes to establish a calendar of meetings and schedule of events for 2025. NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The City Council’s summer break for calendar year 2026 is scheduled for Friday, June 19, 2026 through Friday, July 31, 2026 and its winter break is scheduled for Tuesday, December 22, 2026 through Friday, January 1, 2027. SECTION 2. The City Council adopts a regular calendar of meetings of the Council, the Finance Committee, the Policy & Services Committee, and the City School Liaison Committee (including holidays and days of significance) and a schedule of Council events, which is incorporated into the resolution by reference. Council and committee meetings dates are subject to change as directed by the Mayor or committee chair in consultation with the City Manager or designee. / / / / / / / / / / / / / / / / Item 11 Attachment B - Resolution Establishing Council Calendar for Calendar Year 2026 Item 11: Staff Report Pg. 19 Packet Pg. 237 of 303 NOT YET APPROVED 20261017 jf 872 SECTION 3. The Council finds that the adoption of this resolution not a project under the California Environmental Quality Act (CEQA) Guidelines 15378(b)(5) because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment and thus, an environmental assessment under CEQA is not required. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: ___________________________________ ____________________________________ City Clerk Mayor APPROVED AS TO FORM: ______________________________ ____________________________________ City Attorney City Manager Item 11 Attachment B - Resolution Establishing Council Calendar for Calendar Year 2026 Item 11: Staff Report Pg. 20 Packet Pg. 238 of 303 1 Citywide Dates of Signiﬁcance Please Note: The curation of this list is an iterative process. It is not exhaustive and will evolve over time based on input from the City Council, Human Relations Commission, and New Year’s Day Martin Luther King, Jr. Day Holocaust Remembrance Day Lunar New Year Black History Month President’s Day Ramadan Women’s History Month American Red Cross Month International Women’s Day Eid al-Fitr International Transgender Day of Visibility Cesar Chavez Day Autism Awareness Month Palo Alto Day Dolores Huerta Day National Day of Silence (LGBTQI+) Passover Easter Earth Day Armenian Genocide Remembrance Day Arbor Day AAPI Heritage Month Older Americans Month Aﬀordable Housing Month Mental Health Awareness Month Cinco de Mayo Shavout Vesak Memorial Day Pride Month Immigrant Heritage Month Juneteenth Eid al-Adha Juneteenth Independence Day Labor Day Item 11 Attachment C - Citywide Dates of Significance Item 11: Staff Report Pg. 21 Packet Pg. 239 of 303 2 Emergency Preparedness Month Hispanic Heritage Month Rosh Hashanah Yom Kippur Sukkot Indigenous Peoples' Day Dia De Los Muertos Diwali National Native American Heritage Month Veterans Day Transgender Day of Remembrance Thanksgiving Day after Thanksgiving Hanukkah Las Posadas Christmas Kwanzaa Item 11 Attachment C - Citywide Dates of Significance Item 11: Staff Report Pg. 22 Packet Pg. 240 of 303 City Council Staff Report From: City Manager Report Type: INFORMATION REPORTS Lead Department: Administrative Services Meeting Date: November 17, 2025 Report #: 2501-4033 TITLE Investment Activity Report for the First Quarter, Fiscal Year 2026. CEQA Status – Not a Project. RECOMMENDATION This is an informational report and no City Council action is required. EXECUTIVE SUMMARY This report is presented in accordance with California Government Code Section 53646 and the City’s Investment Policy. As of September 30, 2025, the consolidated portfolio totaled $606.2 million (par value), including $534.6 million in investments and $71.6 million in liquid accounts. The investment portfolio was in full compliance with the City’s Investment Policy, and staff projects adequate liquidity to meet expenditure requirements for the next six months. Attachments in this report provide detailed cash and investment information, including portfolio holdings, performance metrics, and related financial summaries. BACKGROUND The City’s Investment Policy is reviewed and approved annually by Council and establishes the framework for managing public funds in accordance with the Prudent Investor Standard under state law. The policy outlines authorized investment types, maturity and credit quality limits, diversification requirements, and reporting standards to ensure the objectives of safety, liquidity, and yield. The policy also requires the Administrative Services Department to provide the City Council with monthly and quarterly investment reports, consistent with California Government Code 53646. Monthly reports provide details on investment activity during the period, such as purchases, calls, redemptions, and maturities. This quarterly report summarizes the City’s investment holdings, portfolio performance, and compliance with the City’s Investment Policy and California Government Code. Item A Item A Staff Report Item A: Staff Report Pg. 1 Packet Pg. 241 of 303 Beginning in FY 2026, the City transitioned from managing its investment portfolio in-house to partnering with Chandler Asset Management (Chandler) for professional investment management services, including cash flow forecasting, investment advisory and strategy, policy review, and active portfolio management. is included in Attachment B. ANALYSIS Portfolio Overview: As of September 30, 2025, the City’s consolidated portfolio totaled $606.2 million (par value), including $534.6 million in investments and $71.6 million in liquid accounts. The investment portfolio had an average duration of 2.3 years and an average credit quality of AA+. The duration is slightly below Chandler’s recommended positioning of 2.5 years within a one-to-five-year maturity range. Graph 1 below illustrates the City’s portfolio by security type, reflecting how funds are allocated across permitted investment categories. Investments by Type - $606.2 Million (Par Value) Item A Item A Staff Report Item A: Staff Report Pg. 2 Packet Pg. 242 of 303 Table 1 summarizes the portfolio’s maturity structure, which supports the City’s liquidity objectives and duration strategy. Investment Performance and Activity: For the quarter ended September 30, 2025, the City’s portfolio average market yield was 4.01% compared to 3.66% for the ICE BofA 1-5 Year U.S. Treasury & Agency Index benchmark. The portfolio earned a total return of 0.40% for the quarter, exceeding the benchmark return of 0.24%. Because Chandler began managing the City’s portfolio mid-quarter, results reflect a shorter timeframe and early portfolio positioning. Future reports will show performance over longer periods as the strategy takes shape. th, yield for LAIF and the two-year U.S. Treasury were 4.20% and 3.57%, respectively. Table 2: Portfolio Characteristics Benchmark* Portfolio as of Sept 30 Average Maturity (yrs)2.65 3.07 Average Modified Duration 2.48 2.64 Average Purchase Yield 2.61% Average Market Yield 3.66%4.01% Average Credit Quality **AA+AA+ *Benchmark: ICE BofA 1-5 Unsubordinated US Treasury & Agency Indez **The credit quality is a weighted average calculation of the highest S&P, Moody’s and Fitch Item A Item A Staff Report Item A: Staff Report Pg. 3 Packet Pg. 243 of 303 Although these are not direct performance benchmarks, they provide useful context for evaluating the portfolio’s positioning relative to short-term liquidity returns and broader market conditions. Compliance and Credit Standards: All new purchases met or exceeded the policy’s minimum credit rating of AA or Aa2. No corporate note securities experienced downgrades requiring review1, and the portfolio remained in full compliance with policy credit standards. Economic Outlook: Economic growth slowed in the third quarter of 2025, with easing inflation and continued uncertainty from tariffs and fiscal policy. Signs of a softer labor market emerged, and the Federal Reserve lowered the federal funds rate by 0.25% to a range of 4.00 to 4.25%, signaling the possibility of additional cuts later in the year. Cash Flow Outlook: Cash flow needs fluctuate over the course of the fiscal year as a result of cyclical revenue patterns, with larger inflows from major revenue sources such as property tax receipts occurring in the second half of the year. One-time activities, such as the annual prepayment of pension obligations and large capital expenditures, also influence these 1 The Investment Policy (https://www.paloalto.gov/files/assets/public/v/2/administrative-services/investment- policies/investment-policy-fy-2025-2026.pdf) requires that if a medium term corporate note is downgraded to a level below AA or Aa2, that staff review the credit situation of the issuer and determine whether to sell or retain the investment. Item A Item A Staff Report Item A: Staff Report Pg. 4 Packet Pg. 244 of 303 patterns. The City’s investment strategy aligns with these cycles by timing maturities and maintaining sufficient liquidity to meet ongoing needs as they occur. Funds Held by Fiscal Agents and Trustees: The City holds bond proceeds, reserves, and debt service funds with fiscal agents, which are invested in accordance with the respective bond indentures. The City also maintains a Section 115 Pension Trust with Public Agency Retirement Services (PARS), governed by the City’s Retiree Benefit Funding Policy. FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item A Item A Staff Report Item A: Staff Report Pg. 5 Packet Pg. 245 of 303 Book Value Market Value City Investment Portfolio 529,924,263$ 517,930,715$ Other Liquid Accounts Cash with Wells Fargo Bank 6,214,026 6,214,026 Cash with US Bank 23,524,388 23,524,388 Fidelity Money Market Funds 10,111,633 10,111,633 Local Agency Investment Fund (LAIF)31,717,378 31,717,378 Total - Other Liquid Accounts 71,567,424 71,567,424 CONSOLIDATED PORTFOLIO TOTAL (Attachment B)601,491,687 589,498,139 Other Debt Service Funds* Debt Service Proceeds Total Other Funds 121,456,285 121,456,285 GRAND TOTAL 722,947,972$ 710,954,424$ * 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. This value reflects prior quarter values and will be updated in the next quarterly report issuance. **** PARS investments are in moderately conservative index plus funds Item A Attachment A - Consolidated Report of Cash Management Item A: Staff Report Pg. 6 Packet Pg. 246 of 303 INVESTMENT REPORT City of Palo Alto | As of September 30, 2025 CHANDLER ASSET MANAGEMENT | chandlerasset.com Chandler Team: For questions about your account, please call (800) 317-4747, or contact clientservice@chandlerasset.com Information contained herein is confidential. We urge you to compare this statement to the one you receive from your qualified custodian. Please see Important Disclosures at the end of the statement. Attachment BItem A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 7 Packet Pg. 247 of 303 TABLE OF CONTENTS ECONOMIC UPDATE ACCOUNT PROFILE CONSOLIDATED INFORMATION PORTFOLIO HOLDINGS (Please refer to https://www.paloalto.gov/Departments/Administrative-Services/Financial-Reporting) 1 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 8 Packet Pg. 248 of 303 ECONOMIC UPDATE 2 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 9 Packet Pg. 249 of 303 ▪ ▪ ▪ Recent economic data suggest slower growth in 2025 and greater market uncertainty as the effects of fiscal policy unfold. Inflation pressures have eased, though core levels remain above the Federal Reserve’s target, while tariffs continue to cloud forecasts. Signs of a softer labor market are emerging, prompting expectations that the Fed will move cautiously toward policy normalization. Given the economic outlook, we expect gradual normalization of monetary policy and a steeper yield curve. The Federal Reserve lowered the Federal Funds Rate a quarter percentage point to the range of 4.00 –4.25% upon conclusion of the September Federal Open Market Committee meeting. The move was telegraphed by the Fedand in line withmarket expectations. Stephen Miran was the only opposing vote in the 11-1 decision as Governor Miran called for a larger 50 basis point rate cut. Chair Powell said concerns over signs of a softening labormarket prompted the policy shift. Policymakers also updated their economic forecasts penciling in two additional quarter-point cuts through year-end. The US Treasury yieldcurve flattened in September,as the 2-yearTreasury yield declined 13 basis points to 3.57%, the 5-year Treasury also down 13 basis points to 3.66%, and the 10-year Treasury yield declined 14 basis points to 4.12%. The spread between the 2-year and 10- year Treasury yield points on the curve decreased to +54 basis points at September month-end versus +61 basis points at August month- end. The spread between the 2-year Treasury and 10-year Treasury yield one year ago was 14 basis points. The spread between the 3- month and 10-year Treasury yield points on the curve was +21 basis points in September versus +8 basis points in August. ECONOMIC UPDATE 3 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 10 Packet Pg. 250 of 303 -400 -200 0 200 400 600 800 1,000 MO M C h a n g e I n T h o u s a n d s ( 0 0 0 ' s ) Nonfarm Payroll (000's) Non-farm Payroll (000's) 3-month average (000's) 0.0% 5.0% 10.0% 15.0% 20.0% 25.0% Unemployment Rate Underemployment Rate (U6) Unemployment Rate (U3) Ra t e ( % ) The U.S. economy added just 22,000 jobs in August, falling short of consensus expectations and punctuating the softening trend in the labor market. The three-month moving average and six-month moving average payrolls totaled 29,000 and 64,000 respectively. The unemployment rate rose to 4.3%in August from 4.2%in July. The labor participation rate inched up to 62.3%, remaining below the pre- pandemic level of 63.3%. The U-6 underemployment rate, which includes those who are marginally attached to the labor force and employed part time foreconomic reasons jumped to 8.1%in August from 7.9%in July. Average hourly earnings fell to 3.7%year-over-year from 3.9% last month. Source: US Department of Labor Source: US Department of Labor EMPLOYMENT 4 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 11 Packet Pg. 251 of 303 0 2,000 4,000 6,000 8,000 10,000 12,000 14,000 Job Openings Recession Historical Average In T h o u s a n d s ( 0 0 0 ' s ) The Labor Department’s JobOpenings andLaborTurnoverSurvey (JOLTS) showed a modest increase to 7.227 million newjob openings in August from7.2 million in July. The quits rate andlayoffs remained relatively stable. Job openings indicate a ratio of approximately 1 job for each unemployed individual, representing a relatively balanced labor market. Source: US Department of Labor JOB OPENINGS & LABOR TURNOVER SURVEY 5 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 12 Packet Pg. 252 of 303 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% 10.0% Consumer Price Index (CPI) CPI YOY % Change Core CPI YOY % Change YO Y ( % ) C h a n g e 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0% 10.0% Personal Consumption Expenditures (PCE) PCE Price Deflator YOY % Change PCE Core Deflator YOY % Change Fed Target YO Y ( % ) C h a n g e In August, the Consumer Price Index (CPI) increased more than expected at 0.4% month-over-month and 2.9% year-over-year, while the Core CPI rose 0.3% month-over-month and 3.1% year-over-year,in line with expectations. The Personal Consumption Expenditures (PCE) price index rose 0.3% month-over-month and 2.7% year-over-year in August. The Core PCE deflator, whichexcludes food and energy and is the Fed’s preferred gauge, was up 0.2% from July leaving it unchanged at 2.9% on an annual basis in August. Source: US Department of Labor Source: US Department of Commerce INFLATION 6 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 13 Packet Pg. 253 of 303 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% Retail Sales YOY % Change YO Y ( % ) C h a n g e Advance Retail Sales showed continued strength jumping 0.6%in August as July data was also revised up to 0.6% month-over-month. The increase elevated retail sales to 5.0%on an annual basis after jumping 4.1% year-over-year in July. Back-to-school shopping was a likely catalyst as online shopping, clothing, and sporting goods saw some of the largest increases. Control group sales, which feed into GDP, also jumped 0.74%in August from the prior month. The Conference Board’s ConsumerConfidence Index fell to 94.2 in September froma revised 97.8 in August, marking the lowest level since April 2025.Measures of current conditions and future expectations fell, signaling weakersentiment toward employment andincome. Consumers have remained resilient,but rising debt burdens, higher delinquency rates, lingering inflation worries, and emerging signs of labor market cooling could weigh on future spending. 0 20 40 60 80 100 120 140 160 In d e x L e v e l Consumer Confidence Recession Source: US Department of Commerce Source: The Conference Board All time high is 144.70 (1/31/00); All time low is 25.30 (2/28/09) CONSUMER 7 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 14 Packet Pg. 254 of 303 -25.0% -20.0% -15.0% -10.0% -5.0% 0.0% 5.0% 10.0% 15.0% Leading Economic Indicators (LEI) Recession YO Y (% ) C h a n g e -1.00 -0.75 -0.50 -0.25 0.00 0.25 0.50 0.75 1.00 Chicago Fed National Activity Index (CFNAI) Recession 3 M o n t h A v e r a g e The Conference Board’s Leading Economic Index (LEI) fell by 0.5%in August, following a 0.1% increase in July. The LEI decreased by 3.6% year-over-year. The Conference Board is expecting economic growth to slow in the second half of 2025 due to consumer pessimism, soft manufacturing new orders, and negative impacts from tariffs. The Chicago Fed National Activity Index (CFNAI) came in at -0.12%in August after a downwardly revised -0.28 in July, indicating that economic momentum remained below its historical trend for the fifth consecutive month. The three-month moving average shows a similar trend at -0.18 in August from -0.20 in the prior month signaling ongoing below-trend growth in national economic activity. Source: The Conference Board Source: Federal Reserve Bank of Chicago LEADING INDICATORS OF ECONOMIC ACTIVITY 8 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 15 Packet Pg. 255 of 303 0 200 400 600 800 1,000 1,200 1,400 1,600 1,800 2,000 2,200 2,400 In T h o u s a n d s o f U n i t s Annualized Housing Starts Multi Family Housing Starts Single Family Housing Starts Housing starts dropped 8.5%in August to 1.307 million units, marking a pullback amid elevated inventory levels and a softening labor market. Single-family starts fell 7.0% in August to 890,000 units, hitting their lowest level since July 2024. The S&P Cotality Case Shiller 20- City Home Price Index recorded a 0.07% month-over-month decline in July, marking the fifth consecutive month of losses, while still posting a modest year-over-year gain of 1.8%. Persistently high asking prices and elevated mortgage rates have continued to challenge affordability, contributing to the recent cooling across the housing market. However, the Freddie Mac 30-year fixed mortgage rate continued recent declines to 6.3% as of September. Source: US Department of Commerce Source: S&P -20.0% -16.0% -12.0% -8.0% -4.0% 0.0% 4.0% 8.0% 12.0% 16.0% 20.0% 24.0% S&P/Case-Shiller 20 City Composite Home Price Index Recession YO Y ( % ) C h a n g e HOUSING 9 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 16 Packet Pg. 256 of 303 40 45 50 55 60 65 70 Institute of Supply Management (ISM) Surveys ISM Manufacturing ISM Services EXPANDING CONTRACTING Manufacturing activity contracted at a slightly slowerrate as the Institute forSupply Management (ISM) Manufacturing Index edged up to 49.1 in September, from 48.7 in August yet remaining below the expansion threshold, signaling the seventh consecutive month of contraction in the manufacturing sector. Production growth factored intothe gain, although drops in neworders andinventories offset the increase. The ISM Services Index fell to 50.0 in September from 52.0 in August, which is the breakeven point between expansion and contraction. The 2.0-point decline generally indicated moderate to weak growth, with only isolated reports of supplier delivery delays. Employment remained in contraction territory, reflecting delayed hiring plans and ongoing challenges in finding qualified workers. Source: Institute for Supply Management SURVEY BASED MEASURES 10 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 17 Packet Pg. 257 of 303 Components of GDP 9/24 12/24 3/25 6/25 2.7% 2.6% 0.4% 1.7% 0.2% -1.3% 3.8% -2.7% -0.4% -0.1% -4.7% 4.8% 0.5% 0.3% -0.4% -0.4% 0.4% 0.3% 0.2% 0.3% 3.4% 1.9% -0.6% 3.8% Personal Consumption Expenditures Gross Private Domestic Investment Net Exports and Imports Federal Government Expenditures Total State and Local (Consumption and Gross Investment) -40.0% -30.0% -20.0% -10.0% 0.0% 10.0% 20.0% 30.0% 40.0% Gross Domestic Product (GDP) GDP QOQ % Change GDP YOY % Change Source: US Department of Commerce Source: US Department of Commerce In a sharpreboundfromthe first quarter, real GDP increased at an annualized rate of 3.8%in the second quarter of 2025 according to the final data revision from the Bureau of Economic Analysis. The increase in real GDP in the second quarter was driven by the drop in imports following the significant rise in the first quarter in anticipation of higher tariffs and an increase in consumer spending. The consensus projection calls for 1.7% growth for the third quarter and 1.8% for the full year 2025. GROSS DOMESTIC PRODUCT (GDP) 11 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 18 Packet Pg. 258 of 303 Source: Federal Reserve Source: Bloomberg 0 1,000,000 2,000,000 3,000,000 4,000,000 5,000,000 6,000,000 7,000,000 8,000,000 9,000,000 10,000,000 Federal Reserve Balance Sheet Assets Recession In $ m i l l i o n s The Federal Reserve lowered its benchmark interest rate by a quarter point to a range of 4.00%to 4.25%at its September meeting,as officials responded to mounting signs of labor market weakness. Chair Jerome Powell said the move was aimed at cushioning the slowdown while keeping policy restrictive enough to fight lingering inflation. The Fed kept its balance-sheet runoff unchanged, maintaining a $5 billion monthly cap on Treasuries and $35 billion on agency and mortgage-backed securities. Since launching its Quantitative Tightening campaign in June 2022, the Fed has reduced its securities holdings by about $2.35 trillion, bringing the total down to roughly $6.6 trillion. FEDERAL RESERVE 0.00% 1.00% 2.00% 3.00% 4.00% 5.00% 6.00% Effective Federal Funds Rate Recession Yi e l d ( % ) 12 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 19 Packet Pg. 259 of 303 Source: Bloomberg Source: Bloomberg 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% US Treasury Note Yields 2-Year 5-Year 10-Year Yi e l d ( % ) 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% US Treasury Yield Curve Sep-25 Jun-25 Sep-24 Yi e l d ( % ) At the end of September, the 2-year Treasury yield was 5 basis points lower, and the 10-YearTreasury yieldwas 40 basis points higher, year-over-year. The spread between the 2-year and 10-year Treasury yield points on the curve decreased to +54 basis points at September month-end versus +61 basis points at August month-end. The prior2-year/10-yearyieldcurve inversion, whichspanned fromJuly 2022 to August 2024,was historically long. The average historical spread(since 2005)is about +99 basis points. The spread between the 3-month and 10-year Treasury yield points on the curve was +21 basis points in September versus +8 basis points in August. BOND YIELDS 13 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 20 Packet Pg. 260 of 303 ACCOUNT PROFILE 14 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 21 Packet Pg. 261 of 303 OBJECTIVES Investment Objectives Safety of principal is the foremost objective of the investment program. The investment portfolio shall remain sufficiently liquid to meet all requirements that may be reasonably anticipated. The investment portfolio shall be designed with the objective of attaining a market rate of return throughout budgetary and economic cycles, taking into account the investment risk constraints and liquidity needs. Chandler Asset Management Performance Objective The performance objective for the portfolio is to earn a total rate of return through a market cycle that is equal to or above the return on the benchmark index. Strategy In order to achieve these objectives, the portfolio invests in high quality fixed income securities that comply with the investment policy and all regulation governing the funds. 15 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 22 Packet Pg. 262 of 303 STATEMENT OF COMPLIANCE City of Palo Alto Consolidated | Account #11465 | As of September 30, 2025 Rules Name Limit Actual Compliance Status Notes BANKERS' ACCEPTANCES Max % Max Amount Issuer COLLATERALIZED TIME DEPOSITS (NON- NEGOTIABLE CD/TD) Max % Max % Issuer COMMERCIAL PAPER Max % Max Amount Issuer CORPORATE MEDIUM TERM NOTES Max % Max Amount Issuer FDIC INSURED TIME DEPOSITS (NON-NEGOTIABLE CD/TD) Max % Max % Issuer FEDERAL AGENCIES Max % Max Callables Max Maturity (Years)10.0 9.5 Compliant GENERAL INVESTMENT GUIDELINES Max % 5-10 Years Maturities 16 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 23 Packet Pg. 263 of 303 STATEMENT OF COMPLIANCE City of Palo Alto Consolidated | Account #11465 | As of September 30, 2025 Rules Name Limit Actual Compliance Status Notes LOCAL AGENCY INVESTMENT FUND (LAIF) Max Concentration MONEY MARKET MUTUAL FUNDS Max % MUNICIPAL SECURITIES Max % NEGOTIABLE CERTIFICATES OF DEPOSIT (NCD) Max % Max Issuer Amount REPURCHASE AGREEMENTS SUPRANATIONAL OBLIGATIONS Max % Max % Issuer Min Rating (AA by 1)0.0 0.0 Compliant U.S. TREASURIES Max % Max Maturity (Years)10.0 2.6 Compliant 17 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 24 Packet Pg. 264 of 303 PORTFOLIO CHARACTERISTICS Palo Alto Managed Acct | Account #11463 | As of September 30, 2025 Benchmark*9/30/2025 Portfolio 6/30/2025 Portfolio Average Maturity (yrs)2.65 3.07 Average Modified Duration 2.48 2.64 Average Purchase Yield 2.61% Average Market Yield 3.66%4.01% Average Quality**AA+AA+ Total Market Value 517,930,715 *Benchmark: ICE BofA 1-5 Year Unsubordinated US Treasury & Agency Index **The credit quality is a weighted average calculation of the highest of S&P, Moody’s and Fitch. 18 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 25 Packet Pg. 265 of 303 SECTOR DISTRIBUTION Palo Alto Managed Acct | Account #11463 | As of September 30, 2025 Sector as a Percentage of Market Value Sector 09/30/2025 06/30/2025 Muni Bonds 41.49%-- Agency 28.18%-- Supras 13.70%-- Corporate 6.10%-- Neg CD 4.62%-- Money Mkt Fd 3.05%-- US Treasury 2.82%-- CD 0.05%-- Cash 0.00%-- 19 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 26 Packet Pg. 266 of 303 ISSUERS Palo Alto Managed Acct | Account #11463 | As of September 30, 2025 Issuer Investment Type % Portfolio Federal Home Loan Banks Agency 8.52% Federal Agricultural Mortgage Corp Agency 7.95% International Bank for Recon and Dev Supras 7.82% Federal Home Loan Mortgage Corp Agency 5.56% Farm Credit System Agency 4.67% International Finance Corporation Supras 3.28% U.S. Bancorp Money Mkt Fd 3.05% United States US Treasury 2.82% Inter-American Development Bank Supras 2.21% State of Hawaii Muni Bonds 1.59% San Francisco City & County of Muni Bonds 1.33% City of Oakland, California Muni Bonds 1.32% State of Oregon Muni Bonds 1.22% State Of Georgia Muni Bonds 1.18% San Francisco California City & Coun Muni Bonds 1.12% Commonwealth of Massachusetts Muni Bonds 1.10% Santa Monica Community College Distr Muni Bonds 0.99% City of Los Angeles Muni Bonds 0.99% Microsoft Corporation Corporate 0.97% Apple Inc.Corporate 0.93% Stanford University Corporate 0.93% Los Angeles Community College Distri Muni Bonds 0.91% State of Wisconsin Muni Bonds 0.90% Alphabet Inc.Corporate 0.89% FNMA Agency 0.89% Texas Public Finance Authority Muni Bonds 0.86% San Bernardino Community College Dis Muni Bonds 0.83% Solano California Community College Muni Bonds 0.80% State of New York Muni Bonds 0.78% Contra Costa Community College Distr Muni Bonds 0.72% 20 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 27 Packet Pg. 267 of 303 ISSUERS Palo Alto Managed Acct | Account #11463 | As of September 30, 2025 Issuer Investment Type % Portfolio San Mateo Union High School District Muni Bonds 0.72% San Diego County Water Authority Muni Bonds 0.72% Andrew W. Mellon Foundation, The Corporate 0.71% Marin California Community College D Muni Bonds 0.71% Palo Alto Unified School District Muni Bonds 0.65% State Of Mississippi Muni Bonds 0.64% San Diego Unified School District Muni Bonds 0.61% County of Alameda, California Muni Bonds 0.61% The University of Chicago Corporate 0.60% Tennessee Valley Authority Agency 0.59% City of Glendora, California Muni Bonds 0.58% Johnson & Johnson Corporate 0.58% Ohlone Community College District Muni Bonds 0.57% City of Manhattan Beach, California Muni Bonds 0.54% City of Corona, California Muni Bonds 0.51% San Diego Community College District Muni Bonds 0.51% Northwestern Mutual Global Funding Corporate 0.49% Santa Clara VY California Water Dist Muni Bonds 0.47% City of Chula Vista, California Muni Bonds 0.45% San Ramon Valley Unified School Dist Muni Bonds 0.44% Santa Monica-Malibu Unified School D Muni Bonds 0.42% City of Huntington Beach, California Muni Bonds 0.42% Redwood City School District Muni Bonds 0.40% State Of Rhode Island Muni Bonds 0.39% International Bank for Reconstructio Supras 0.39% City of Fairfield, California Muni Bonds 0.39% Riverside Community College District Muni Bonds 0.38% Los Angeles Department of Water and Muni Bonds 0.38% Cabrillo California Community Colleg Muni Bonds 0.38% San Jose Unified School District Muni Bonds 0.37% 21 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 28 Packet Pg. 268 of 303 ISSUERS Palo Alto Managed Acct | Account #11463 | As of September 30, 2025 Issuer Investment Type % Portfolio City of Santa Ana, California Muni Bonds 0.35% Metropolitan Transportation Commissi Muni Bonds 0.34% The New York State Urban Development Muni Bonds 0.32% Antelope Valley Community College Di Muni Bonds 0.31% State Of Colorado Muni Bonds 0.29% Yosemite Community California Colleg Muni Bonds 0.28% Glendale California Unified School D Muni Bonds 0.28% South Pasadena Unified School Distri Muni Bonds 0.26% Fullerton School District, Californi Muni Bonds 0.26% The Regents Of The University Of Cal Muni Bonds 0.26% Redondo Beach California Unified Sch Muni Bonds 0.25% Palomar California Community College Muni Bonds 0.25% City of Covina, California Muni Bonds 0.25% Tustin Unified School District Schoo Muni Bonds 0.25% San Dieguito Union High School Distr Muni Bonds 0.25% Calleguas California Municipal Water Muni Bonds 0.25% Minnesota Housing Finance Agency Muni Bonds 0.24% State of Texas Muni Bonds 0.24% Santa Clarita California Community C Muni Bonds 0.24% Sequoia Union High School District Muni Bonds 0.24% Mountain View Whisman School Distric Muni Bonds 0.22% Desert Community College District Muni Bonds 0.21% San Jose Evergreen California Commun Muni Bonds 0.21% Maryland Department of Housing and C Muni Bonds 0.21% State of Alabama Muni Bonds 0.19% Sierra Joint Community College Distr Muni Bonds 0.19% State Of Tennessee Muni Bonds 0.19% Burbank California City Unified Scho Muni Bonds 0.19% Menlo Park California City School Di Muni Bonds 0.19% Santa Cruz Metropolitan Transit Dist Muni Bonds 0.19% 22 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 29 Packet Pg. 269 of 303 ISSUERS Palo Alto Managed Acct | Account #11463 | As of September 30, 2025 Issuer Investment Type % Portfolio Mount San Antonio California Communi Muni Bonds 0.19% Los Angeles County California Public Muni Bonds 0.18% City of La Habra, California Muni Bonds 0.18% State of California Muni Bonds 0.18% Beverly Hills Unified School Distric Muni Bonds 0.18% Placentia-Yorba Linda California Uni Muni Bonds 0.17% Desert Sands Unified School District Muni Bonds 0.17% City of El Segundo, California Muni Bonds 0.16% San Francisco Bay Area Rapid Transit Muni Bonds 0.16% Beverly Hills California Public Fina Muni Bonds 0.16% Huntington Beach California Public F Muni Bonds 0.14% Santa Cruz County Capital Financing Muni Bonds 0.14% California Infrastructure and Econom Muni Bonds 0.13% City of Auburn, California Muni Bonds 0.13% Rancho Water District Financing Auth Muni Bonds 0.12% Rancho Santiago Community College Di Muni Bonds 0.12% City of Buena Park, California Muni Bonds 0.12% San Mateo-Foster City School Distric Muni Bonds 0.12% Milpitas Unified School District Muni Bonds 0.11% City of Ontario, California Muni Bonds 0.11% Temecula Valley Unified School Distr Muni Bonds 0.11% City of Pacifica, California Muni Bonds 0.11% Pasadena Public Financing Authority,Muni Bonds 0.11% San Juan Unified School District Muni Bonds 0.10% Santa Clara County Muni Bonds 0.10% State of Ohio Muni Bonds 0.10% Morgan Stanley Neg CD 0.10% Liberty Union High School District Muni Bonds 0.10% Oxnard Union High School District Muni Bonds 0.09% Chabot-Las Positas Community College Muni Bonds 0.09% 23 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 30 Packet Pg. 270 of 303 ISSUERS Palo Alto Managed Acct | Account #11463 | As of September 30, 2025 Issuer Investment Type % Portfolio City of Monterey Park, California Muni Bonds 0.09% Tracy Joint Unified School District Muni Bonds 0.09% Campbell California Union High Schoo Muni Bonds 0.09% Santa Barbara Unified School Distric Muni Bonds 0.09% Santa Maria Joint Union High School Muni Bonds 0.09% Roseville California Finance Authori Muni Bonds 0.08% Torrance California Joint Powers Fin Muni Bonds 0.08% San Jose, California Muni Bonds 0.07% San Jose Financing Authority Muni Bonds 0.07% City of San Ramon, California Muni Bonds 0.06% Carlsbad Unified School District Muni Bonds 0.06% Chaffey Community College District C Muni Bonds 0.05% Sunnyvale School District, Californi Muni Bonds 0.05% LEDYARD NATIONAL BANK Neg CD 0.05% Global Federal Credit Union Neg CD 0.05% The Bippus State Bank Neg CD 0.05% Alliant Credit Union Neg CD 0.05% American Express Company Neg CD 0.05% The Pitney Bowes Bank Inc.Neg CD 0.05% Signature Federal Credit Union Neg CD 0.05% SPCO Credit Union Neg CD 0.05% The Peoples Bank Co.Neg CD 0.05% Enterprise Bank Neg CD 0.05% Workers Federal Credit Union Neg CD 0.05% Austin Telco Federal Credit Union Neg CD 0.05% County Schools Federal Credit Union Neg CD 0.05% Baxter Credit Union Neg CD 0.05% UBS Bank USA Neg CD 0.05% General Electric Credit Union Neg CD 0.05% First Technology Federal Credit Unio Neg CD 0.05% 24 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 31 Packet Pg. 271 of 303 ISSUERS Palo Alto Managed Acct | Account #11463 | As of September 30, 2025 Issuer Investment Type % Portfolio Southern Bank Neg CD 0.05% Healthcare Systems Federal Credit Un Neg CD 0.05% Amerant Bank N.A.Neg CD 0.05% Ally Bank Neg CD 0.05% Truist Bank Neg CD 0.05% First Southwest Bank Neg CD 0.05% CNB Bank, Inc.Neg CD 0.05% CFG Bank Neg CD 0.05% GreenWay Bank Neg CD 0.05% Diversified Members Credit Union Neg CD 0.05% Wings Financial Credit Union Neg CD 0.05% Noble Federal Credit Union Neg CD 0.05% JPMorgan Chase Bank, N.A.Neg CD 0.05% Sherwin Williams Employees Credit Un Neg CD 0.05% Skyla Federal Credit Union Neg CD 0.05% First Guaranty Bank Neg CD 0.05% Cornerstone Community Federal Credit Neg CD 0.05% Transportation Alliance Bank, Inc.Neg CD 0.05% Achieve Financial Credit Union Neg CD 0.05% Metropolitan Capital Bank & Trust Neg CD 0.05% Liberty First Credit Union Neg CD 0.05% Chambers State Bank Neg CD 0.05% CIBM Bank Neg CD 0.05% Rogue Credit Union Neg CD 0.05% Select Bank Neg CD 0.05% Mutual Savings Association Neg CD 0.05% Evolve Bank & Trust Neg CD 0.05% Finwise Bank Neg CD 0.05% Sharonview Federal Credit Union Neg CD 0.05% Community Choice Credit Union Neg CD 0.05% 25 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 32 Packet Pg. 272 of 303 ISSUERS Palo Alto Managed Acct | Account #11463 | As of September 30, 2025 Issuer Investment Type % Portfolio Oak Bank Neg CD 0.05% Public Service Credit Union Neg CD 0.05% County of Riverside, California Muni Bonds 0.05% Pathfinder Bank Neg CD 0.05% Ponce Bank Neg CD 0.05% BMW Bank of North America Neg CD 0.05% BankFirst Neg CD 0.05% First Wyoming Bank & Trust Neg CD 0.05% Banner Capital Bank Neg CD 0.05% Bank Hapoalim B.M. - New York Branch Neg CD 0.05% Western State Bank Neg CD 0.05% Texas Bank Neg CD 0.05% Decorah Bank and Trust Company Neg CD 0.05% BankUnited NA CD 0.05% Farmers Insurance Federal Credit Uni Neg CD 0.05% Meritrust Federal Credit Union Neg CD 0.05% Kennett Trust Bank Neg CD 0.05% Merrick Bank Neg CD 0.05% Toyota Financial Savings Bank Neg CD 0.05% Eaglemark Savings Bank Neg CD 0.05% GreenState Credit Union Neg CD 0.05% Monet Bank Neg CD 0.05% Beal Bank USA Neg CD 0.05% Delta National Bank and Trust Compan Neg CD 0.05% Institution for Savings in Newburypo Neg CD 0.05% Synchrony Bank Neg CD 0.05% Pentagon Federal Credit Union Neg CD 0.05% Capital One Financial Corporation Neg CD 0.05% Connexus Credit Union Neg CD 0.05% Rockland Federal Credit Union Neg CD 0.05% 26 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 33 Packet Pg. 273 of 303 ISSUERS Palo Alto Managed Acct | Account #11463 | As of September 30, 2025 Issuer Investment Type % Portfolio First Oklahoma Bank Neg CD 0.05% First National Bank of America Neg CD 0.05% First Community Credit Union of Belo Neg CD 0.05% Encore Bank Neg CD 0.05% Cinfed Federal Credit Union Neg CD 0.05% Live Oak Banking Company Neg CD 0.05% Fremont Union High School District Muni Bonds 0.05% Silicon Valley Clean Water Muni Bonds 0.05% Gesa Credit Union Neg CD 0.05% Jonesboro State Bank Neg CD 0.05% Sunwest Bank Neg CD 0.05% Bank of Montreal Neg CD 0.04% Minnwest Bank Neg CD 0.04% Farmers and Merchants State Bank Neg CD 0.04% The Farmers & Merchants Bank Neg CD 0.04% Legacy Bank & Trust Company Neg CD 0.04% Central Bank Neg CD 0.04% Country Club Bank Neg CD 0.04% USF Federal Credit Union Neg CD 0.04% Pony Express Bank Neg CD 0.04% Peoples Bank Neg CD 0.04% Berkeley California Unified School D Muni Bonds 0.04% Haddon Savings Bank Neg CD 0.04% San Diego Association Of Governments Muni Bonds 0.04% City of Downey, California Muni Bonds 0.03% Sonoma County California Junior Coll Muni Bonds 0.03% Southern California Public Power Aut Muni Bonds 0.02% Orchard California School District Muni Bonds 0.02% Cash Cash 0.00% TOTAL 100.00% 27 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 34 Packet Pg. 274 of 303 QUALITY DISTRIBUTION Rating 09/30/2025 06/30/2025 AAA 27.55%-- AA 59.11%-- A 0.77%-- BBB 0.24%-- B 0.05%-- NA 12.29%-- Rating 09/30/2025 06/30/2025 Aaa 27.77%-- Aa 59.16%-- A 0.24%-- Baa 0.05%-- NA 12.78%-- Rating 09/30/2025 06/30/2025 AAA 11.49%-- AA 41.51%-- A 0.15%-- BBB 0.09%-- NA 46.76%-- Palo Alto Managed Acct | Account #11463 | As of September 30, 2025 S&P Rating Moody’s Rating Fitch Rating 28 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 35 Packet Pg. 275 of 303 0-.25 .25-.5 .5-1 1-2 2-3 3-4 4-5 5-7 7+ Portfolio 10.8%8.7%14.2%15.5%8.7%11.1%15.4%12.8%2.8% ICE BofA 1-5 Year Unsubordinated US Treasury & Agency Index 0.0%0.1%2.6%35.0%27.7%22.6%12.0%0.0%0.0% DURATION DISTRIBUTION Palo Alto Managed Acct | Account #11463 | As of September 30, 2025 Portfolio Compared to the Benchmark 29 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 36 Packet Pg. 276 of 303 3 Months 12 Months 2 Years 3 Years 5 Years 10 Years Since Inception TOTAL RATE OF RETURN* Palo Alto Managed Acct 0.40% Benchmark 0.24% *Periods over 1 year are annualized. Total rate of return: A measure of a portfolio’s performance over time. It is the internal rate of return, which equates the beginning value of the portfolio with the ending market value; it includes interest earnings, realized and unrealized gains and losses in the portfolio. Realized rate of return: A measure of a portfolio’s return over time. It is the internal rate which equates the beginning book value of the portfolio with the ending book value; it includes interest earnings, realized gains and losses in the portfolio. Benchmark: ICE BofA 1-5 Year Unsubordinated US Treasury & Agency Index INVESTMENT PERFORMANCE Palo Alto Managed Acct | Account #11463 | As of September 30, 2025 Total Rate of Return : Inception | 09/01/2025 30 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 37 Packet Pg. 277 of 303 PORTFOLIO CHARACTERISTICS City of Palo Alto Reporting | Account #11464 | As of September 30, 2025 9/30/2025 Portfolio 6/30/2025 Portfolio Average Maturity (yrs)0.00 Average Modified Duration 0.00 Average Purchase Yield 1.86% Average Market Yield 1.86% Average Quality**AAA Total Market Value 71,567,424 *Benchmark: NO BENCHMARK REQUIRED **The credit quality is a weighted average calculation of the highest of S&P, Moody’s and Fitch. 31 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 38 Packet Pg. 278 of 303 SECTOR DISTRIBUTION City of Palo Alto Reporting | Account #11464 | As of September 30, 2025 Sector as a Percentage of Market Value Sector 09/30/2025 06/30/2025 Cash 55.68%-- LAIF 44.32%-- 32 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 39 Packet Pg. 279 of 303 CONSOLIDATED INFORMATION 33 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 40 Packet Pg. 280 of 303 PORTFOLIO CHARACTERISTICS City of Palo Alto Consolidated | Account #11465 | As of September 30, 2025 9/30/2025 Portfolio 6/30/2025 Portfolio Average Maturity (yrs)2.70 Average Modified Duration 2.31 Average Purchase Yield 2.52% Average Market Yield 3.75% Average Quality**AA+ Total Market Value 589,498,139 *Benchmark: NO BENCHMARK REQUIRED **The credit quality is a weighted average calculation of the highest of S&P, Moody’s and Fitch. 34 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 41 Packet Pg. 281 of 303 SECTOR DISTRIBUTION City of Palo Alto Consolidated | Account #11465 | As of September 30, 2025 Sector as a Percentage of Market Value Sector 09/30/2025 06/30/2025 Muni Bonds 36.42%-- Agency 24.74%-- Supras 12.03%-- Cash 6.80%-- LAIF 5.41%-- Corporate 5.35%-- Neg CD 4.05%-- Money Mkt Fd 2.68%-- US Treasury 2.47%-- CD 0.04%-- 35 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 42 Packet Pg. 282 of 303 IMPORTANT DISCLOSURES 2025 Chandler Asset Management, Inc, An Independent Registered Investment Adviser. Information contained herein is confidential. Prices are provided by ICE Data Services Inc (“IDS”), an independent pricing source. In the event IDS does not provide a price or if the price provided is not reflective of fair market value, Chandler will obtain pricing from an alternative approved third party pricing source in accordance with our written valuation policy and procedures. Our valuation procedures are also disclosed in Item 5 of our Form ADV Part 2A. Performance results are presented gross-of-advisory fees and represent the client’s Total Return. The deduction of advisory fees lowers performance results. These results include the reinvestment of dividends and other earnings. Past performance may not be indicative of future results. Therefore, clients should not assume that future performance of any specific investment or investment strategy will be profitable or equal to past performance levels. All investment strategies have the potential for profit or loss. Economic factors, market conditions or changes in investment strategies, contributions or withdrawals may materially alter the performance and results of your portfolio. Index returns assume reinvestment of all distributions. Historical performance results for investment indexes generally do not reflect the deduction of transaction and/or custodial charges or the deduction of an investment management fee, the incurrence of which would have the effect of decreasing historical performance results. It is not possible to invest directly in an index. Source ICE Data Indices, LLC (“ICE”), used with permission. ICE permits use of the ICE indices and related data on an “as is” basis; ICE, its affiliates and their respective third party suppliers disclaim any and all warranties and representations, express and/or implied, including any warranties of merchantability or fitness for a particular purpose or use, including the indices, index data and any data included in, related to, or derived therefrom. Neither ICE data, its affiliates or their respective third party providers guarantee the quality, adequacy, accuracy, timeliness or completeness of the indices or the index data or any component thereof, and the indices and index data and all components thereof are provided on an “as is” basis and licensee’s use it at licensee’s own risk. ICE data, its affiliates and their respective third party do not sponsor, endorse, or recommend chandler asset management, or any of its products or services. This report is provided for informational purposes only and should not be construed as a specific investment or legal advice. The information contained herein was obtained from sources believed to be reliable as of the date of publication, but may become outdated or superseded at any time without notice. Any opinions or views expressed are based on current market conditions and are subject to change. This report may contain forecasts and forward-looking statements which are inherently limited and should not be relied upon as indicator of future results. Past performance is not indicative of future results. This report is not intended to constitute an offer, solicitation, recommendation or advice regarding any securities or investment strategy and should not be regarded by recipients as a substitute for the exercise of their own judgment. Fixed income investments are subject to interest, credit and market risk. Interest rate risk: the value of fixed income investments will decline as interest rates rise. Credit risk: the possibility that the borrower may not be able to repay interest and principal. Low rated bonds generally have to pay higher interest rates to attract investors willing to take on greater risk. Market risk: the bond market in general could decline due to economic conditions, especially during periods of rising interest rates. Ratings information have been provided by Moody’s, S&P and Fitch through data feeds we believe to be reliable as of the date of this statement, however we cannot guarantee its accuracy. Security level ratings for U.S. Agency issued mortgage-backed securities (“MBS”) reflect the issuer rating because the securities themselves are not rated. The issuing U.S. Agency guarantees the full and timely payment of both principal and interest. 36 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 43 Packet Pg. 283 of 303 BENCHMARK DISCLOSURES Benchmark Disclosure ICE BofA 1-5 Yr US Treasury & Agency Index The ICE BofA 1-5 Year US Treasury & Agency Index tracks the performance of US dollar denominated US Treasury and nonsubordinated US agency debt issued in the US domestic market. Qualifying securities must have an investment grade rating (based on an average of Moody’s, S&P and Fitch). Qualifying securities must have at least one year remaining term to final maturity and less than five years remaining term to final maturity, at least 18 months to maturity at time of issuance, a fixed coupon schedule, and a minimum amount outstanding of $1 billion for sovereigns and $250 million for agencies. 37 Item A Attachment B - Investment Quarterly Report (as of September 30, 2025) Item A: Staff Report Pg. 44 Packet Pg. 284 of 303 City Council Staff Report From: City Manager Report Type: INFORMATION REPORTS Lead Department: Administrative Services Meeting Date: November 17, 2025 Report #:2501-4034 TITLE Q2 CY 2025 Sales Tax Digest (April-June 2025) ANALYSIS This report transmits information regarding the City of Palo Alto’s sales tax receipts for the second quarter (April to June) of 2025. Listed below are highlights from the report. Detailed discussion and data can be found in the attached City of Palo Alto Sales Tax Digest (Attachment A). Regional and statewide sales tax - adjusted benchmark year (rolling four-quarter) (Attachment A, p. 2): • Palo Alto: decreased by 7.7% • San Francisco Bay Area: decreased by 2.5% • California statewide: decreased by 2.5% Benchmark year comparisons reflect a rolling four-quarter view of economic activity, adjusted to exclude non-period-related payments. City’s most significant activity – benchmark year (rolling four-quarter) (Attachment A, p. 1): • Business to Business – Leasing: decreased by 41.6%; represents 12.7% of total sales tax • Transportation – New autos: decreased by 32.2%; represents 11.7% of total sales tax These two segments account for over 20% of Palo Alto’s total sales tax for the period and were the primary drivers of the overall decline. County Pool - quarterly year-over-year comparison (Q2 2024 and Q2 2025) (Attachment A, p. 4) • City share: decreased from 6.3% to 6.1%, or 20 basis points. • Total County pool: increased $0.1 million, from $1.6 million to $1.7 million Over the most recent four quarters, the City received approximately $6.6 million from the County Pool, representing about 19% of the City’s total sales tax revenue of $34.2 million during that period. Item B Item B Staff Report Item B: Staff Report Pg. 1 Packet Pg. 285 of 303 ATTACHMENTS APPROVED BY: Item B Item B Staff Report Item B: Staff Report Pg. 2 Packet Pg. 286 of 303 City of Palo Alto Collections through August 2025 Sales April through June 2025 (2025Q2) neumo.com (800) 800-8181 Page 1 California Overview For the year ending in the second quarter of 2025, cash receipts had a 0.0% change statewide and increase of 0.1% in the S.F. Bay Area. However, when adjusted for non-period-related payments, the overall economic sales tax activity for the year ending in the second quarter of 2025 decreased by 2.5% statewide and decreased by 2.5% in S.F. Bay Area. For the year ending in the second quarter of 2025, sales tax cash receipts for the city decreased by 6.0% from the prior year. However, when adjusted for non-period related payments, the overall economic sales tax activity in Palo Alto for the year ending in the second quarter of 2025 decreased by 7.7%. The decrease in Palo Alto's sales tax revenue was primarily driven by the leasing and new auto sales sectors. On an economic basis, leasing sales tax revenue decreased by 41.6%, representing 12.7% of the city's total sales tax for the year ending in the second quarter of 2025. New auto sales decreased by 32.2% over the same period, contributing 11.7% to the total sales tax revenue for the same period. Same quarter sales tax cash receipts increased by 2.0% in California from Q2 2024 to Q2 2025. Palo Alto citywide sales tax cash receipts increased by 0.5% over the Q2 2024 to Q2 2025 period. In addition to negative misallocations in Q2 2024, it should be noted that the primary reason for the 0.5% increase this quarter was due to a significant increase in cash related to activity in prior periods. Otherwise, from an economic basis (actual sales activity solely during the Q2 quarter) there was a 5.3% decline. The key reasons for the Palo Alto economic decrease this period was due to significant declines in two segments: the leasing segment, which decreased by 50.7%, a segment that comprises 10.0% of the city's total sales tax, and the new auto sales segment decreased by 21.9%, which comprises 11.2% of the total sales tax for the city. According to the California New Car Dealers Association (CNCDA), California’s new light vehicle registrations increased by 5.4% in 2025Q2. Lastly, increases for restaurants (7.8%) and miscellaneous relation (16.8%) partially mitigated the decreases for leasing and new auto sales. Regional Overview The chart on page two shows adjusted economic benchmark year amounts, which shows the year ended second quarter of 2025 compared to the year ended second quarter of 2024 (benchmark years are rolling annual comparisons through the current quarter). The divergence in growth rates between California and Palo Alto is attributed to the stronger overall performance of sales tax generating businesses statewide compared to those operating in Palo Alto. BENCHMARK YEAR 2025Q2 COMPARED TO BENCHMARK YEAR 2024Q2 Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 3 Packet Pg. 287 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 3 % of Total / % Change Palo Alto California Statewide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast General Retail 30.3 / 9.6 29.6 / -0.7 25.8 / -3.6 30.5 / 7.5 38.7 / -3.6 27.6 / -0.3 36.1 / 0.7 27.4 / -1.6 29.1 / 0.6 Food Products 20.5 / 7.2 21.8 / -0.3 23.2 / -0.4 17.3 / -0.4 15.2 / -2.3 24 / -0.2 18.5 / 1.1 19.3 / 1.6 27.2 / 3 Transportation 15.3 / -28.2 22 / -7 18.4 / -6.4 25.8 / -5.5 21.3 / -8.8 22.7 / -7.3 22.3 / -5.3 27.5 / -4.5 27.2 / -9.9 Business to Business 27.3 / -24 15.9 / -2.2 21.5 / -0.3 13.6 / -7.7 14.6 / -5.3 15.7 / -1.5 10.3 / -4.2 10.6 / -2.9 7.9 / 8.1 Misc/Other 6.5 / 51.8 10.7 / -2.4 24.6 / -0.3 18.6 / 0.4 10.2 / -6.3 25 / -0.4 12.7 / -4.1 16.1 / -19.4 8.6 / 12.6 Total 100.0 / -7.7 100.0 / -2.5 100.0 / -2.5 100.0 / -1.5 100.0 / -5.1 100.0 / -2.2 100.0 / -1.8 100.0 / -2.3 100.0 / -0.5 Palo Alto California Statewide S.F. Bay Area Sacramento Valley Central Valley South Coast Inland Empire North Coast Central Coast Largest Segment Restaurants Restaurants Restaurants Miscellaneous Retail Miscellaneous Retail Restaurants Apparel Stores Restaurants Restaurants % of Total / % Change 18.6 / 7.8 16 / 0.3 17.5 / 0.6 13.5 / 21.6 18.2 / 3.6 17.9 / 0.4 19.1 / 3 12.5 / 3 17.7 / 2.9 2nd Largest Segment Leasing Miscellaneous Retail Miscellaneous Retail Restaurants Department Stores Auto Sales - New Auto Parts- Repair Department Stores Auto Sales - New % of Total / % Change 12.7 / -41.6 12.2 / 6.9 10.9 / 6.2 12 / 0.3 10.9 / -3.8 11.7 / -5.3 12.2 / 2.7 11.2 / -3.4 17.3 / -4.1 3rd Largest Segment Auto Sales - New Auto Sales - New Auto Sales - New Auto Sales - New Restaurants Miscellaneous Retail Auto Sales - New Auto Sales - New Miscellaneous Retail % of Total / % Change 11.7 / -32.2 10.7 / -4.7 8.8 / -7.4 11.3 / -0.6 10.1 / -4 10.1 / 7.6 10.7 / -1.4 11 / -0.9 8.7 / 6 ECONOMIC CATEGORY ANALYSIS FOR YEAR ENDED 2nd Quarter 2025 ECONOMIC SEGMENT ANALYSIS FOR YEAR ENDED 2nd Quarter 2025 Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 4 Packet Pg. 288 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 2 Leasing 12.8% Restaurants 18.7% Auto Sales -New 11.8% Office Equipment 7.4% Apparel Stores 7.6% All Other 41.8% Net Pools & Adjustments 22.3% Gross Historical Sales Tax Cash Receipts by Benchmark Year and Quarter (Before Adjustments) *Benchmark year (BMY) is the sum of the current and 3 previous quarters (2025Q2 BMY is sum of 2025 Q2, 2025 Q1, 2024 Q4, 2024 Q3) Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 5 Packet Pg. 289 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 4 County Pool Results The California sales tax system is known as a "sales and use tax" system. County Pool revenues primarily reflect the use tax generated from transactions that do not involve a physical point of sale within California. Businesses report their use tax quarterly, based on activity conducted throughout the county. The County Pool is distributed each quarter based on a proportional formula. A jurisdiction's quarterly percentage is determined by dividing its total gross sales tax receipts for the quarter by the total gross sales tax receipts of all jurisdictions within the county. Consequently, if Palo Alto's gross sales tax receipts increase relative to the rest of the county during a quarter, the city's share of the total County Pool will also increase. This quarterly percentage is multiplied by the total countywide pool to determine the jurisdiction's quarterly County pool revenue. In the second quarter of 2025, cash receipts for the overall County Pool increased by 8.3% from the same quarter in the prior year. The City’s share of the Countywide Pool decreased to 6.1%. The City’s revenues from the County Pool increased from $1,611,681 in 2024Q2 to $1,685,234 in 2025Q2. TOP 25 SALES/USE TAX CONTRIBUTORS The following list identifies Palo Alto’s Top 25 Sales/Use Tax contributors. The list is in alphabetical order and represents the year ended in the second quarter of 2025. The Top 25 Sales/Use Tax contributors generate 54.1% of Palo Alto’s total sales and use tax revenue. 2022Q3 2022Q4 2023Q1 2023Q2 2023Q3 2023Q4 2024Q1 2024Q2 2024Q3 2024Q4 2025Q1 2025Q2 Quarter Over Quarter Total County Pool 28,701,701 29,548,556 24,937,663 27,690,772 22,345,960 24,427,230 25,411,165 25,387,888 23,265,567 31,312,972 27,268,380 27,503,817 8.3% Jurisdiction Share 1,683,544 1,817,421 1,499,631 1,755,562 1,489,193 1,638,965 1,523,986 1,611,681 1,377,891 1,834,044 1,673,551 1,685,234 4.6% Jurisdiction % of Total 5.9%6.2%6.0%6.3%6.7%6.7%6.0%6.3%5.9%5.9%6.1%6.1% Anderson Honda Macy's Department Store Shreve & Co. Apple Stores Magnussen's Toyota Of Palo Alto Stanford Health Care Audi Palo Alto Neiman Marcus Tesla Bloomingdale's Nordstrom Tesla Lease Trust Hermes Restoration Hardware Tiffany & Company Hp Enterprise Services Richemont Varian Medical Systems Louis Vuitton Sephora Volvo Cars Palo Alto Lucile Packard Children's Hospital Shell Service Stations Wilkes Bashford Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 6 Packet Pg. 290 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 4 Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 7 Packet Pg. 291 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 5 $- $1,000,000 $2,000,000 $3,000,000 $4,000,000 $5,000,000 $6,000,000 Benchmark Year 2025Q2 Benchmark Year 2024Q2 Sales Tax from Largest Non-Confidential Sales Tax Segments (Economic) Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 8 Packet Pg. 292 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 5 Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 9 Packet Pg. 293 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 6 Economic Category % 2025Q2 2025Q1 2024Q4 2024Q3 2024Q2 2024Q1 2023Q4 2023Q3 2023Q2 2023Q1 2022Q4 Business To Business 20.8% 1,829,261 2,584,832 2,352,638 2,228,773 2,366,493 2,149,237 2,343,293 2,943,907 2,683,293 2,135,883 2,490,368 Miscellaneous/Other 17.1% 1,504,679 1,542,138 1,284,493 1,682,849 1,595,196 1,951,428 1,870,170 1,546,096 1,302,322 1,517,005 1,597,816 General Retail 23.8% 2,096,092 1,813,504 2,466,315 1,828,014 2,044,006 1,739,261 2,315,882 1,834,297 2,017,885 1,640,927 2,305,038 Food Products 17.2% 1,514,585 1,396,065 1,448,644 1,349,524 1,394,270 1,288,207 1,348,051 1,277,173 1,349,926 1,195,458 1,260,287 Subtotal Economic (Local Business) 78.9% 6,944,617 7,336,539 7,552,090 7,089,160 7,399,964 7,128,134 7,877,395 7,601,473 7,353,426 6,489,274 7,653,508 Net Pools & Adjustments 21.1% 1,856,667 633,409 1,737,280 1,033,269 1,359,165 1,143,798 1,867,172 1,986,175 2,084,763 1,586,938 1,935,580 Total Cash Receipts 100.0% 8,801,284 7,969,948 9,289,370 8,122,429 8,759,129 8,271,932 9,744,567 9,587,647 9,438,189 8,076,212 9,589,088 Economic Segment % 2025Q2 2025Q1 2024Q4 2024Q3 2024Q2 2024Q1 2023Q4 2023Q3 2023Q2 2023Q1 2022Q4 Miscellaneous/Other 37.4% 3,294,198 4,175,255 3,939,826 4,070,462 4,102,841 4,114,784 4,409,850 4,635,983 4,197,978 3,818,384 4,490,992 Restaurants 15.6% 1,376,526 1,268,403 1,307,103 1,222,917 1,259,885 1,162,863 1,214,598 1,154,189 1,214,502 1,073,621 1,114,637 Miscellaneous Retail 6.8% 602,137 529,255 717,726 512,154 582,600 489,040 689,939 480,649 512,077 448,322 545,797 Apparel Stores 6.1% 534,216 455,466 633,554 480,138 531,926 440,402 586,863 478,973 509,894 423,470 538,573 Department Stores 5.7% 503,087 406,470 570,391 432,925 501,499 411,345 549,893 435,388 492,374 356,626 533,032 Service Stations 2.1% 183,941 187,356 187,487 201,591 226,411 198,584 214,900 229,911 222,029 192,723 215,640 Food Markets 1.3% 118,511 107,424 117,774 111,242 114,071 107,031 112,372 103,251 111,465 101,978 116,810 Business Services 3.8% 332,000 206,909 78,229 57,730 80,732 204,085 98,980 83,130 93,106 74,150 98,027 Subtotal Economic (Local Business) 78.9% 6,944,617 7,336,539 7,552,090 7,089,160 7,399,964 7,128,134 7,877,395 7,601,473 7,353,426 6,489,274 7,653,508 Net Pools & Adjustments 21.1% 1,856,667 633,409 1,737,280 1,033,269 1,359,165 1,143,798 1,867,172 1,986,175 2,084,763 1,586,938 1,935,580 Total Cash Receipts 100.0% 8,801,284 7,969,948 9,289,370 8,122,429 8,759,129 8,271,932 9,744,567 9,587,647 9,438,189 8,076,212 9,589,088 Historical Analysis by Calendar Quarter The chart above shows the categories and segments in quarterly economic-based amounts. The total amount is the net cash receipts, and it was obtained by adding up the categories/segments with the “Net Pools & Adjustments” amount. Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 10 Packet Pg. 294 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 7 Economic Category % 2025Q2 2024Q2 2023Q2 2022Q2 2021Q2 2020Q2 2019Q2 2018Q2 2017Q2 2016Q2 Business To Business 22.4% 7,666,142 10,084,171 9,988,442 8,236,182 7,355,834 8,102,570 7,601,876 6,528,872 4,809,596 4,575,031 Miscellaneous/Other 17.6% 6,014,819 7,162,077 5,829,335 6,964,576 6,164,841 6,109,816 8,481,510 6,808,251 5,861,861 5,718,307 General Retail 24.9% 8,510,616 7,763,626 7,739,196 7,554,354 5,663,144 5,910,350 7,945,988 8,134,343 8,712,822 8,613,532 Food Products 16.8% 5,759,455 5,370,830 5,063,640 4,412,316 2,883,218 3,948,623 4,903,383 4,743,028 4,670,072 4,716,766 Subtotal Economic (Local Business) 81.8% 27,951,032 30,380,704 28,620,612 27,167,428 22,067,037 24,071,358 28,932,757 26,214,494 24,054,351 23,623,636 Net Pools & Adjustments 18.2% 6,231,999 5,982,571 7,171,291 4,368,279 6,057,714 5,820,866 7,157,071 3,505,528 5,275,942 3,728,792 Total 100.0% 34,183,031 36,363,275 35,791,903 31,535,707 28,124,751 29,892,225 36,089,829 29,720,022 29,330,293 27,352,428 Economic Segment % 2025Q2 2024Q2 2023Q2 2022Q2 2021Q2 2020Q2 2019Q2 2018Q2 2017Q2 2016Q2 Miscellaneous/Other 41.9% 14,330,797 17,897,256 16,836,602 15,840,333 14,393,440 15,135,645 17,036,114 15,082,343 12,391,585 11,837,137 Restaurants 15.3% 5,226,871 4,849,896 4,537,576 3,908,881 2,452,584 3,439,950 4,320,409 4,223,808 4,142,644 4,199,182 Miscellaneous Retail 7.2% 2,457,655 2,053,427 1,840,260 2,018,775 1,680,503 1,275,393 1,636,751 1,816,125 2,447,265 2,374,255 Apparel Stores 6.2% 2,111,069 2,041,197 1,914,334 1,834,472 1,292,269 1,399,599 1,993,176 2,510,823 1,950,598 1,921,754 Department Stores 5.7% 1,932,805 1,898,124 1,809,413 1,736,032 1,124,054 1,260,329 1,885,562 1,268,109 1,788,350 1,993,949 Service Stations 2.2% 756,181 871,018 869,156 814,968 493,597 571,923 698,074 612,394 589,879 581,616 Business Services 2.0% 678,082 325,852 382,432 618,224 294,931 579,335 908,303 274,336 288,370 265,547 Food Markets 1.3% 457,572 443,933 430,840 395,742 335,659 409,184 454,368 426,556 455,660 450,196 Subtotal Economic (Local Business) 81.8% 27,951,032 30,380,704 28,620,612 27,167,428 22,067,037 24,071,358 28,932,757 26,214,494 24,054,351 23,623,636 Net Pools & Adjustments 18.2% 6,231,999 5,982,571 7,171,291 4,368,279 6,057,714 5,820,866 7,157,071 3,505,528 5,275,942 3,728,792 Total 100.0% 34,183,031 36,363,275 35,791,903 31,535,707 28,124,751 29,892,225 36,089,829 29,720,022 29,330,293 27,352,428 Historical Analysis by Calendar BMY from 2016Q2 to 2025Q2 The chart above shows the categories and segments in benchmark year economic basis amounts. The total amount is the net cash receipts, and it was obtained by adding up the categories/segments with the “Net Pools & Adjustments” amount. Benchmark year (BMY) is the sum of the current and 3 previous quarters (2025Q2 BMY is sum of 2025 Q2, 2025 Q1, 2024 Q4, 2024 Q3). Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 11 Packet Pg. 295 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 8 Ge n e r a l R e t a i l Fo o d P r o d u c t s Tr a n s p o r t a t i o n Bu s i n e s s t o B u s i n e s s Mi s c / O t h e r 20 2 5 / 2 T o t a l 20 2 4 / 2 T o t a l % C h g La r g e s t G a i n Se c o n d L a r g e s t Ga i n La r g e s t D e c l i n e Se c o n d L a r g e s t De c l i n e Campbell 0.4% -0.9% -7.6% -4.4% -5.4% 2,583,893 2,580,042 0.1% I.T. Infrastructure Miscellaneous Retail Service Stations Bldg.Matls-Retail Cupertino 4.1% 0.4% -15.0% -0.9% 17.7% 3,358,869 7,059,293 -52.4% Electronic Equipment Restaurants Office Equipment Service Stations Gilroy -2.2% 1.4% -3.1% -6.8% -0.8% 4,140,758 4,254,276 -2.7% Restaurants Miscellaneous Retail Apparel Stores Auto Sales - New Los Altos 5.0% -4.0% -4.5% 6.8% 14.5% 613,437 638,888 -4.0% Recreation Products Bldg.Matls-Whsle Restaurants Electronic Equipment Los Gatos 4.7% 0.5% -26.3% -20.9% -7.4% 1,369,989 1,440,442 -4.9% Miscellaneous Retail Business Services Auto Sales - New Bldg.Matls-Retail Milpitas -0.2% 3.9% -3.0% 2.6% 1.9% 6,138,483 5,931,932 3.5% Office Equipment Miscellaneous Retail Electronic Equipment Light Industry Morgan Hill 36.7% 3.0% -2.6% -13.0% -11.4% 2,668,734 2,542,451 5.0% Apparel Stores Heavy Industry Bldg.Matls-Whsle Service Stations Mountain View 3.2% 1.9% -12.9% 14.2% 12.1% 4,319,310 4,271,754 1.1% Business Services Restaurants Auto Parts/Repair Service Stations Palo Alto 6.0% 7.4% -19.8% 48.5% 62.7% 6,973,129 7,365,226 -5.3% Business Services Miscellaneous Retail Leasing Auto Sales - New San Jose -2.3% 2.3% -12.0% 1.8% 5.6% 48,429,408 47,715,045 1.5% Office Equipment Restaurants Auto Sales - New Green Energy Santa Clara 13.1% 0.8% 9.4% 17.3% 18.9% 14,904,801 13,474,969 10.6% Office Equipment Electronic Equipment Light Industry Business Services County of Santa Clara 1.6% 0.6% -41.8% 26.2% 13.2% 2,354,594 1,277,673 84.3% Green Energy Bldg.Matls-Whsle Misc. Vehicle Sales Auto Parts/Repair Saratoga -3.0% 0.1% -2.7% -14.1% 36.8% 267,089 270,061 -1.1% Health & Government Business Services Light Industry Auto Parts/Repair Sunnyvale -22.9% 3.5% 15.3% 0.0% -34.0% 8,729,826 7,745,317 12.7% Business Services Light Industry Miscellaneous Retail Office Equipment Quarterly Analysis by Sales Tax Category: Change from 2024Q2 to 2025Q2 (Economic) Unlike the chart on page one which showed a ‘benchmark year’ through the second quarter of 2025, the chart above shows a comparison of one quarter only – second quarter of 2025 to second quarter of 2024. This chart is for local ‘brick and mortar’ businesses, and it excludes county pools and adjustments. Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 12 Packet Pg. 296 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 9 California Avenue % CHANGE QoQ 2025Q2 QE 2024Q2 QE 25Q2 % OF TOTAL 24Q2 % OF TOTAL FOOD PRODUCTS 13.4% 110,743 97,674 65.0% 58.9% GENERAL RETAIL -12.0% 20,131 22,889 11.8% 13.8% ALL OTHER -12.3% 39,619 45,194 23.2% 27.3% TOTAL 2.9% 170,493 165,757 100.0% 100.0% El Camino Real and Midtown % CHANGE QoQ 2025Q2 QE 2024Q2 QE 25Q2 % OF TOTAL 24Q2 % OF TOTAL FOOD PRODUCTS 3.3% 163,529 158,310 32.4% 30.0% GENERAL RETAIL -3.2% 34,869 36,020 6.9% 6.8% ALL OTHER -8.0% 306,702 333,489 60.7% 63.2% TOTAL -4.3% 505,100 527,819 100.0% 100.0% Greater Downtown % CHANGE QoQ 2025Q2 QE 2024Q2 QE 25Q2 % OF TOTAL 24Q2 % OF TOTAL FOOD PRODUCTS 6.3% 585,368 550,647 63.5% 61.8% GENERAL RETAIL 8.7% 245,622 225,966 26.6% 25.4% BUSINESS TO BUSINESS 7.5% 58,828 54,743 6.4% 6.1% MISCELLANEOUS 214.9% 20,596 6,540 2.2% 0.7% CONSTRUCTION -84.1% 7,735 48,795 0.8% 5.5% TRANSPORTATION -6.5% 3,599 3,848 0.4% 0.4% TOTAL 3.5% 921,748 890,538 100.0% 100.0% Stanford Shopping Center % CHANGE QoQ 2025Q2 QE 2024Q2 QE 25Q2 % OF TOTAL 24Q2 % OF TOTAL GENERAL RETAIL -10.0% 1,303,080 1,448,482 85.8% 77.9% FOOD PRODUCTS -5.4% 160,820 170,015 10.6% 9.1% ALL OTHER -77.5% 54,523 241,854 3.6% 13.0% TOTAL -18.4% 1,518,424 1,860,351 100.0% 100.0% City of Palo Alto Geo Areas & Citywide Chart Data: Change from 2024Q2 to 2025Q2 (Economic) Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 13 Packet Pg. 297 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 10 Town And Country Shopping Center % CHANGE QoQ 2025Q2 QE 2024Q2 QE 25Q2 % OF TOTAL 24Q2 % OF TOTAL FOOD PRODUCTS -2.9% 118,717 122,242 60.3% 59.9% GENERAL RETAIL -5.4% 77,090 81,532 39.1% 39.9% ALL OTHER 263.1% 1,140 314 0.6% 0.2% TOTAL -3.5% 196,947 204,088 100.0% 100.0% All Other Geos combined with Balance of Jurisdiction % CHANGE QoQ 2025Q2 QE 2024Q2 QE 25Q2 % OF TOTAL 24Q2 % OF TOTAL BUSINESS TO BUSINESS -35.0% 1,426,714 2,194,362 25.4% 32.9% GENERAL RETAIL -7.0% 1,766,886 1,900,089 31.5% 28.4% FOOD PRODUCTS 5.5% 1,257,542 1,191,920 22.4% 17.8% TRANSPORTATION -19.8% 1,024,663 1,278,284 18.3% 19.1% MISCELLANEOUS 127.5% 108,930 47,880 1.9% 0.7% CONSTRUCTION -59.6% 26,773 66,264 0.5% 1.0% TOTAL -16.0% 5,611,508 6,678,799 100.0% 100.0% All Geo Areas Total Comparison 25Q2 & 24Q2 % CHANGE QoQ 2025Q2 QE 2024Q2 QE 25Q2 % OF TOTAL 24Q2 % OF TOTAL Balance of Jurisdiction -24.1% 2,298,741 3,030,247 41.0% 45.4% Stanford Shopping Center -18.4% 1,518,424 1,860,351 27.1% 27.9% Greater Downtown 3.5% 921,748 890,538 16.4% 13.3% El Camino Real and Midtown -4.3% 505,156 527,819 9.0% 7.9% Town And Country Shopping Center -3.5% 196,947 204,088 3.5% 3.1% California Avenue 2.9% 170,493 165,757 3.0% 2.5% TOTAL -16.0% 5,611,508 6,678,799 100.0% 100.0% Palo Alto citywide QE 25Q2 & 24Q2 % CHANGE QoQ 2025Q2 QE 2024Q2 QE 25Q2 % OF TOTAL 24Q2 % OF TOTAL BUSINESS TO BUSINESS -23.0% 1,829,261 2,376,217 26.2% 32.3% GENERAL RETAIL 6.0% 2,096,092 1,976,918 30.0% 26.8% FOOD PRODUCTS 7.4% 1,514,585 1,410,663 21.7% 19.2% TRANSPORTATION -19.8% 1,031,422 1,285,629 14.8% 17.5% MISCELLANEOUS 69.2% 365,817 216,188 5.2% 2.9% CONSTRUCTION 48.5% 147,905 99,612 2.1% 1.4% TOTAL -5.2% 6,985,082 7,365,226 100.0% 100.0% Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 14 Packet Pg. 298 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 10 Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 15 Packet Pg. 299 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 11 FOOD PRODUCTS, 13.4%CHANGE, $110,743, 65.0%TOTAL GENERAL RETAIL, -12.0.% CHANGE, $20,131, 11.8%TOTAL ALL OTHER, -12.3% CHANGE, $39,619 , 23.2% TOTAL California Avenue 2025Q2 SALES TAX AMOUNTS FOOD PRODUCTS, $97,674, 58.9%TOTAL GENERAL RETAIL, $22,889, 13.8%TOTAL ALL OTHER, $45,194 , 27.3%TOTAL California Avenue 2024Q2 SALES TAX AMOUNTS FOOD PRODUCTS, 3.3%CHANGE, $163,529 , 32.4%TOTAL GENERAL RETAIL, -3.2% CHANGE, $34,869 , 6.9% ALL OTHER, -8.0% CHANGE, $306,702 60.7%TOTAL El Camino Real and Midtown 2025Q2 SALES TAX AMOUNTS FOOD PRODUCTS, $158,310 , 30.0%TOTAL GENERAL RETAIL, $36,020 , 6.8%TOTAL ALL OTHER, $333,489 , 63.2%TOTAL El Camino Real and Midtown 2024Q2 SALES TAX AMOUNTS City of Palo Alto Geo Area Pie Charts Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 16 Packet Pg. 300 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 11 Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 17 Packet Pg. 301 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 12 FOOD PRODUCTS, -0.7%CHANGE, $111,452 , 62.6%TOTAL GENERAL RETAIL, -1.7% CHANGE, $66,281 , 37.2%TOTAL ALL OTHER, 110.4% CHANGE, $263 , 0.1%TOTAL Town And Country Shopping Center 2025Q1 SALES TAX AMOUNTS FOOD PRODUCTS, $112,234 , 62.4%TOTAL GENERAL RETAIL, $67,403 , 37.5%TOTAL ALL OTHER, $125 , 0.1%TOTAL Town And Country Shopping Center 2024Q1 SALES TAX AMOUNTS BUSINESS TO BUSINESS, 8.5%CHANGE, $2,293,821 , 37.0%TOTAL GENERAL RETAIL, -8.1% CHANGE, $1,523,243 , 24.6%TOTAL FOOD PRODUCTS, 5.9% CHANGE, $1,171,805 , 18.9%TOTAL TRANSPORTATION, -23.0% CHANGE, $1,088,246 , 17.6%TOTAL MISCELLANEOUS, 133.8% CHANGE, $88,885 , 1.4%TOTAL CONSTRUCTION, -51.2% CHANGE, $29,056 , 0.5%TOTAL All Other Geos combined with Balance of Jurisdiction 2025Q1 SALES TAX AMOUNTS BUSINESS TO BUSINESS, $2,114,926 , 33.1%TOTAL GENERAL RETAIL, $1,657,831 , 25.9%TOTAL FOOD PRODUCTS, $2,114,926 , 17.3%TOTAL TRANSPORTATION, $1,414,019 , 22.1%TOTAL MISCELLANEOUS, $38,011 , 0.6%TOTAL CONSTRUCTION, $59,518 , 0.9%TOTAL All Other Geos combined with Balance of Jurisdiction 2024Q1 SALES TAX AMOUNTS FOOD PRODUCTS, 6.3%CHANGE, $585,368 63.5%TOTAL GENERAL RETAIL, 8.7% CHANGE, $245,622 , 26.6%TOTAL BUSINESS TO BUSINESS, 7.5% CHANGE, $58,828 , 6.4%TOTAL MISCELLANEOUS, 214.9% CHANGE, $20,596 , 2.2%TOTAL CONSTRUCTION, -84.1% CHANGE, $7,735 , 0.8%TOTAL TRANSPORTATION, -6.5% CHANGE, $3,599 , 0.4%TOTAL Greater Downtown 2025Q SALES TAX AMOUNTS FOOD PRODUCTS, $550,647 , 61.8%TOTAL GENERAL RETAIL, $225,966 , 25.4%TOTAL BUSINESS TO BUSINESS, $54,743 , 6.1%TOTAL MISCELLANEOUS, $6,540 0.7%TOTAL CONSTRUCTION, $48,795 5.5%TOTAL TRANSPORTATION, $3,848 0.4%TOTAL Greater Downtown 2024Q2 SALES TAX AMOUNTS GENERAL RETAIL $1,448,482 77.9%TOTAL FOOD PRODUCTS, $170,015 9.1%TOTAL ALL OTHER, $241,854 13.0%TOTAL Stanford Shopping Center 2024Q2 SALES TAX AMOUNTS GENERAL RETAIL, -10.0% CHANGE, $1,303,080 85.8%TOTALFOOD PRODUCTS, 5.4% CHANGE $160,820 , 10.6%TOTAL ALL OTHER, -77.5% CHANGE $54,523 , 3.6%TOTAL Stanford Shopping Center 2025Q2 SALES TAX AMOUNTS City of Palo Alto Geo Area Pie Charts Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 18 Packet Pg. 302 of 303 City of Palo Alto neumo.com (800) 800-8181 Page 13 Balance of Jurisdiction, -24.1%CHANGE, $2,298,741 , 41.0%TOTAL Stanford Shopping Center, -18.4% CHANGE, $1,518,424 , 27.1%TOTAL Greater Downtown, 3.5% CHANGE, $ 921,748 , 16.4% TOTAL El Camino Real and Midtown, -4.3% CHANGE, $505,156 , 9.0%TOTAL Town And Country Shopping Center, -3.5% CHANGE, $196,947 , 3.5%TOTAL California Avenue, 2.9% CHANGE, $170,493 , 3.0%TOTAL All Geo Area Totals 2025Q2 SALES TAX AMOUNTS Balance of Jurisdiction, $ 3,030,247 , 45.4%TOTAL Stanford Shopping Center, $ 1,860,351 , 27.9%TOTAL Greater Downtown, $ 890,538 , 13.3%TOTAL El Camino Real and Midtown, $527,819 , 7.9%TOTAL Town And Country Shopping Center, $ 204,088 , 3.1%TOTAL California Avenue, $ 165,757 , 2.5%TOTAL All Geo Area Totals 2024Q2 SALES TAX AMOUNTS BUSINESS TO BUSINESS, -23.0% CHANGE, $1,829,261 , 26.2%TOTAL GENERAL RETAIL, 6.0% CHANGE, $2,096,092 , 30.0%TOTAL FOOD PRODUCTS, 7.4% CHANGE, $1,514,585 , 21.7%TOTAL TRANSPORTATION, -19.8% CHANGE, $1,031,422 , 14.8%TOTAL MISCELLANEOUS, 69.2% CHANGE, $365,817 , 5.2%TOTAL CONSTRUCTION, 48.5% CHANGE, $147,905 , 2.1%TOTAL Palo Alto citywide 2025Q2 SALES TAX AMOUNTS BUSINESS TO BUSINESS, $2,376,217 , 32.3%TOTAL GENERAL RETAIL, $1,976,918 , 26.8%TOTAL FOOD PRODUCTS, $1,410,663 , 19.2%TOTAL TRANSPORTATION, $1,285,629 , 17.5%TOTAL MISCELLANEOUS, $216,188 , 2.9%TOTAL CONSTRUCTION, $99,612 , 1.4%TOTAL Palo Alto citywide 2024Q2 SALES TAX AMOUNTS City of Palo Alto Geo Area & Citywide Pie Charts Item B Attachment A 2025 Q2 Sales Tax Digest Summary Item B: Staff Report Pg. 19 Packet Pg. 303 of 303