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HomeMy WebLinkAbout2026-03-16 City Council Agenda PacketCITY COUNCIL Special Meeting Monday, March 16, 2026 Council Chambers & Hybrid 4:30 PM Amended Agenda Amended agenda items appear below in RED 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. Multiple individuals who wish to speak on the same item may designate a spokesperson. Spokespersons must be representing five or more verified individuals who are present either in person or via zoom. Spokespeople will be allowed up to 10 minutes, at the discretion of the presiding officer. Speaking time may be reduced if the presiding officer reduces the speaking time for individual speakers. 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 March 16, 2026 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. CALL TO ORDER   SPECIAL ORDERS OF THE DAY (4:30 - 4:55 PM)   1.Recognition of Sister City Tsuchiura, Japan and Palo Alto Student Exchange Program Participants. Late Packet Report added 2.Proclamation Recognizing March 2026 as American Red Cross Month AGENDA CHANGES, ADDITIONS AND DELETIONS   PUBLIC COMMENT (4:55 - 5:25 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 (5:25 - 5:40 PM) Members of the public may not speak to the item(s).   CONSENT CALENDAR (5:40 - 5:45 PM) Items will be voted in one motion unless removed from the calendar by three Council Members.   3.Approval of Minutes from March 2, 2026 Meeting 4.Adoption of a Resolution Making Necessary Findings and Approving a Lease-Purchase Agreement with Motorola Solutions, Inc for Multi-Band Portable and Mobile Radios and Accessories for all City Departments in an amount not to exceed $5,848,220 for a Term of 8.4 Years; CEQA Status – exempt under Regulation section 15601(b)(3). 5.Adoption of a Resolution Approving Edison Electric Institute Master Power Purchase and Sale Agreements with NRG Business Marketing LLC, DRW Energy Trading LLC, and Dynasty Power Inc., (collectively the “Master Agreements”), Delegating Authority to the City Manager to Transact Under the Master Agreements for Electricity-Related Commodities and Services, and Updating the City’s Standard Form Edison Electric Institute Master Power Purchase and Sale Agreement; CEQA status: not a project under CEQA Guidelines sections 15378(a) 6.Approval of Professional Services Contract Number C26193604 with GOVERNMENTJOBS.COM INC dba NEOGOV in an Amount Not to Exceed $686,277 for Full-cycle Recruitment and Applicant Tracking, Employee Development and Management Human Resource Platform for a Term of Five Years; CEQA Status - Not a Project.  2 March 16, 2026 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. 7.Approval of Amendment No. 1 to Contract S23184208 with Flynn Resources Inc., in the Amount of $170,000 for a revised Total Not-to-Exceed Amount of $425,000 and Extending Term Two Years to Provide As-Needed Electric Engineering Consulting Services Related to Electric Transmission Line Expansion, Interconnection, Engineering Analysis and Regulatory Issues; CEQA Status: the Grid Modernization Project is Exempt Under CEQA Guidelines Sections 15302, 15303 and 15183 8.Authorization to Fully Encumber Legal Services Contract S26195211 with Atkinson Andelson Loya Ruud & Romo For a Total Not- to-Exceed Amount of $255,000; CEQA Status – Not a Project. 9.Accept the Single Audit Report audited by Macias Gini & O’Connell for the year ended June 30, 2025, Fiscal Year 2025; CEQA Status – Not a Project. 10.Approval of Professional Services Contract No. C26194015 with Geosyntec Consultants, Inc. in an Amount Not to Exceed $795,965 for Design and Outreach Services for the City Park-Green Stormwater Infrastructure Project for the period of March 16, 2026 through March 31, 2028; CEQA Status – Exempt Pursuant to CEQA Guidelines Section 15306 CITY MANAGER COMMENTS (5:45 - 6:00 PM)   BREAK (15 MINUTES) ACTION ITEMS (Item 11: 6:15 - 6:30 PM, Item 12: 6:30 - 8:00 PM; Item 13: 8:00 - 9:00 PM; Item 14: 9:00 - 10:30 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.   11.Approval of an Employment Agreement and Adoption of a Resolution Appointing Christopher Jensen as City Attorney at an Annual Salary of $380,000. 12.QUASI-JUDICIAL. 2100-2400 Geng Road [24PLN-00356 & 24PLN-00357]: Request for Approval of Applications for Site and Design, a Conditional Use Permit, and a Vesting Tentative Map to Construct 145 For Sale Townhome Units. Thirteen Percent of the Units Would Be Deed Restricted to Low Income Households. The Project is Proposed in Accordance with Builder’s Remedy (California Government Code Section 65589.5(d)(5)). A Senate Bill 330 Pre-Application was Filed on July 8, 2024. The Project Also Includes Adoption of a Parkland Improvement Ordinance to Authorize Tree Removals in the Baylands Athletic Center, Which Would be Impacted by the Project. CEQA Status: Exempt from CEQA in Accordance with CEQA Guidelines Section 15183 (Comprehensive  3 March 16, 2026 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. Plan Consistency). Supplemental Report added 13.PUBLIC HEARING / QUASI-JUDICIAL. 4075 El Camino Way [23PLN-00202]: Adoption of an Amendment to a Planned Community Ordinance (PC-5116) to Allow for Modifications to an Existing 121-Unit Assisted Living and Memory Care Facility. CEQA Status: Exempt from the Provisions of the California Environmental Quality Act (CEQA) in Accordance with CEQA Guidelines Section 15301 (Modifications to Existing Facilities). 14.Adoption of an Ordinance Adding a New Section 18.40.280 (Bird-Friendly Design) to Chapter 18.40 (General Standards and Exceptions) of Title 18 (Zoning) of the Palo Alto Municipal Code; CEQA Status: Exempt Pursuant to CEQA Guidelines Section 15308 (Actions for Protection of the Environment) CLOSED SESSION 15.CONFERENCE WITH CITY ATTORNEY-POTENTIAL LITIGATION Subject: Potential litigation regarding 156 North California Avenue, as set forth in letter(s) from Holland & Knight LLP dated September 3, 2025 Authority: Government Code Section 54956.9(d)(2) Number of potential cases: 1, as Defendant Item Removed Off Agenda ADJOURNMENT 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.Summary of Fiscal Year 2024-2025 Community Development Block Grant (CDBG) Program Accomplishments — Review of the CDBG Consolidated Annual Performance and Evaluation Report (CAPER). CEQA Status: Not a Project. OTHER INFORMATION Standing Committee Meetings this week 4 March 16, 2026 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. Finance Committee March 17, 2026 Economic Development Committee March 18, 2026 Public Comment Letters Schedule of Meetings   AMENDED / SUPPLEMENTAL AGENDA ITEMS   1.Recognition of Sister City Tsuchiura, Japan and Palo Alto Student Exchange Program Participants. Late Packet Report added   12.QUASI-JUDICIAL. 2100-2400 Geng Road [24PLN-00356 & 24PLN-00357]: Request for Approval of Applications for Site and Design, a Conditional Use Permit, and a Vesting Tentative Map to Construct 145 For Sale Townhome Units. Thirteen Percent of the Units Would Be Deed Restricted to Low Income Households. The Project is Proposed in Accordance with Builder’s Remedy (California Government Code Section 65589.5(d)(5)). A Senate Bill 330 Pre-Application was Filed on July 8, 2024. The Project Also Includes Adoption of a Parkland Improvement Ordinance to Authorize Tree Removals in the Baylands Athletic Center, Which Would be Impacted by the Project. CEQA Status: Exempt from CEQA in Accordance with CEQA Guidelines Section 15183 (Comprehensive Plan Consistency). Supplemental Report added   15.CONFERENCE WITH CITY ATTORNEY-POTENTIAL LITIGATION Subject: Potential litigation regarding 156 North California Avenue, as set forth in letter(s) from Holland & Knight LLP dated September 3, 2025 Authority: Government Code Section 54956.9(d)(2) Number of potential cases: 1, as Defendant Item Removed Off Agenda      5 March 16, 2026 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.  6 March 16, 2026 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. 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 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. 7 March 16, 2026 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. City Council Staff Report Report Type: SPECIAL ORDERS OF THE DAY Lead Department: City Clerk Meeting Date: March 16, 2026 Report #:2603-6069 TITLE Proclamation Recognizing March 2026 as American Red Cross Month ATTACHMENTS Attachment A: American Red Cross Month 2026 APPROVED BY: Mahealani Ah Yun, City Clerk Item 2 Item 2 Staff Report Item 2: Staff Report Pg. 1 Packet Pg. 8 of 1140  Proclamation _____________________ Mayor Vicki Veenker AMERICAN RED CROSS MONTH 2026 WHEREAS, March is American Red Cross Month, a time when we recognize the humanitarian organization that eases people's suffering during life's emergencies in the City of Palo Alto, across the United States, and around the world; and WHEREAS, the Silicon Valley Chapter of the American Red Cross plays an especially vital role in our local community, providing essential services to residents of Santa Clara County and beyond, including disaster response, emergency preparedness education, and support for military families, ensuring that those in need have access to critical resources and assistance; and WHEREAS, the Silicon Valley Chapter's dedicated volunteers and staff work to support neighbors affected by home fires, floods, and other local emergencies, offer lifesaving CPR and first aid training, and collect much- needed blood donations that save lives every day; and WHEREAS, the City of Palo Alto would like to remember our heroes who help people in need and work tirelessly to assist their neighbors when they need a helping hand; and WHEREAS, every day, people in our community depend on the American Red Cross, whose lifesaving mission is powered by the devotion of volunteers, the generosity of donors and partnership of community organizations; and WHEREAS, the City of Palo Alto dedicates the month of March to all those who support the American Red Cross mission, to prevent and alleviate human suffering in the face of emergencies. NOW, THEREFORE, I, Vicki Veenker, Mayor of the City of Palo Alto, California, do hereby proclaim March 2026 as American Red Cross Month. I call upon our residents to join me in recognizing and thanking the dedicated volunteers, donors, and staff of the American Red Cross for their unwavering service to our community. PRESENTED: March 16, 2026 Item 2 Attachment A - American Red Cross Month 2026        Item 2: Staff Report Pg. 2  Packet Pg. 9 of 1140  City Council Staff Report Report Type: CONSENT CALENDAR Lead Department: City Clerk Meeting Date: March 16, 2026 Report #:2603-6088 TITLE Approval of Minutes from March 2, 2026 Meeting RECOMMENDATION Staff recommends that the City Council review and approve the minutes. ATTACHMENTS Attachment A: March 2, 2026 Draft Action Minutes APPROVED BY: Mahealani Ah Yun, City Clerk Item 3 Item 3 Staff Report        Item 3: Staff Report Pg. 1  Packet Pg. 10 of 1140  CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 5 Regular Meeting March 2, 2026 The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 5:30 P.M. Present In Person: Burt, Lauing, Lu, Reckdahl, Stone, Veenker Present Remotely: Lythcott-Haims (Traditional Brown Act) Absent: Special Orders of the Day 1. Santa Clara County Science and Engineering Fair Association 2026 Science Fair Winners from Palo Alto NO ACTION 2. Review Applications and Select Candidates to Interview for the Historic Resources Board (HRB), Human Relations Commission (HRC), Planning & Transportation Commission (PTC), Stormwater Management Oversight Committee (SWMOC), and Utilities Advisory Commission (UAC) Vacancies; CEQA Status - Not a Project NO ACTION Agenda Changes, Additions and Deletions Public Comment Council Member Questions, Comments and Announcements Item 3 Attachment A - March 2, 2026 Draft Action Minutes        Item 3: Staff Report Pg. 2  Packet Pg. 11 of 1140  DRAFT ACTION MINUTES Page 2 of 5 City Council Meeting Draft Action Minutes: 03/02/2026 Study Session 3. Palo Alto Link Program & Transit Futures Review; CEQA status – not a project. NO ACTION Consent Calendar MOTION: Vice Mayor Stone moved, seconded by Councilmember Lu to approve Agenda Item Numbers 4-8. MOTION PASSED: 7-0 4. Endorsement of the Connect Bay Area Transit Initiative 5. Authorize Transmittal of the 2025 Comprehensive Plan Annual Progress Report to the Governor’s Office of Land Use and Climate Innovation and the 2025 Housing Element Annual Progress Report to the Department of Housing and Community Development. CEQA Status: Not a Project. 6. Approval of General Service Contract No. C26195719 with Clean Harbors Environmental Services, Inc. in an Amount Not-to-Exceed $1,914,000 to Provide Household Hazardous Waste Management and Emergency Response Services for a Period of Five Years, and Approval of a Budget Amendment in the Refuse Fund; CEQA Status – Negative Declarations Previously Approved 7. Approval of Professional Services Contract Number C26195818 With BKF Engineers in an Amount Not to Exceed of $900,000 Over a 3-year Term for On-Call Surveying and Design Support Services; CEQA Status – Not a Project 8. Approval of Amendment No. 1 to the Multi-Agency Staffing Agreement for Fire Station 8. CEQA Status – Not a Project. City Manager Comments Ed Shikada, City Manager Action Items 9. Review the 2024 Greenhouse Gas Inventory and S/CAP Key Performance Indicators Annual Progress Report, and Approve the 2026-2027 S/CAP Work Plan and Receive Six Item 3 Attachment A - March 2, 2026 Draft Action Minutes        Item 3: Staff Report Pg. 3  Packet Pg. 12 of 1140  DRAFT ACTION MINUTES Page 3 of 5 City Council Meeting Draft Action Minutes: 03/02/2026 S/CAP Studies Recommended by the Climate Action and Sustainability Committee; CEQA Status: Review GHG Inventory and Key Performance Indicators: Not a Project; Potential Environmental Impacts of the S/CAP Work Plan were Studied in the June 5, 2023 S/CAP Addendum to the 2017-2031 Comprehensive Plan EIR; this Project is also Exempt Pursuant to CEQA Guidelines Section 15183 MOTION: Councilmember Burt moved, seconded by Councilmember Reckdahl to: 1.Approve the 2026-2027 S/CAP Work Plan; and 2.Receive the following studies: a.S/CAP Funding and Financing Study; b.S/CAP Funding Source Survey; c.EV Charger Needs Assessment; d.Single-family, Multi-family, and Non-Residential Building Sector Studies; and 3.Communications additions: a.Emphasize the health risks; b.Develop a communication plan similar to the San Mateo County model and incentivizing behavior toward our climate action goals; c.Leverage community partners. MOTION PASSED: 6-0-1, Lythcott-Haims absent 10.Status Update on Implementation of the Reliability and Resiliency Strategic Plan; Accept 1) Palo Alto’s Electric System Reliability Indices and Recommended Goals and Reporting, 2) the “Evaluation of Local Energy Resources to Lower Costs and Improve Reliability and Resiliency” Report (as recommended by Climate Action and Sustainability Committee and Utilities Advisory Commission) to Complete Reliability and Resiliency Strategic Plan Strategy Four and Strategy Five; and Provide Direction to Pursue Various Activities Related to Flexible Energy Resource and Efficient Electrification to Improve Reliability and Resiliency; CEQA Status - Not a Project MOTION: Councilmember Burt moved, seconded by Mayor Veenker to: 1.Accept Palo Alto’s electric system reliability indices and recommended goals and reporting. Item 3 Attachment A - March 2, 2026 Draft Action Minutes        Item 3: Staff Report Pg. 4  Packet Pg. 13 of 1140  DRAFT ACTION MINUTES Page 4 of 5 City Council Meeting Draft Action Minutes: 03/02/2026 2. Accept the “Evaluation of Local Energy Resources to Lower Costs and Improve Reliability and Resiliency” report to complete Reliability and Resiliency Strategic Plan Strategies Four (Value the benefits of flexible technologies to the utility and community) and Five (Evaluate the resource needs for various demand reduction and resiliency programs). 3. Direct staff to: a. Promote City of Palo Alto Utilities (CPAU) customer’s use of energy in off-peak periods to reduce both greenhouse gas emissions and strain on the electric grid, and lower energy costs; b. As opportunities present themselves, and to the extent staff time is available, evaluate large scale solar and battery opportunities in Palo Alto, either at publicly owned facilities or through partnerships with private land owners; and c. Engage the Utilities Advisory Commission, Climate Action and Sustainability Committee, and Council in an additional discussion on microgrids and long-term resiliency in 2026. d. Promote and reduce barriers to adoption, as appropriate, for demand response capable technologies, solar photovoltaics (PV), battery energy storage system (BESS), thermal storage, and vehicle to load, home, and grid technologies, including, but not limited to: i. Recurring and widespread outreach; ii. Developing educational materials, online decision tools, and other resources to help community members evaluate these technologies for themselves; iii. Actively auditing regulations and processes for streamlining opportunities; and iv. Actively and continuously integrating flexible energy technologies and efficient electrification into energy programs; e. Within two years, update cost-benefit analysis for demand response, solar PV, batteries, thermal storage, and vehicle to load, home, and grid technologies with an interim annual update of just electric supply costs; 4. Return with recommendations for quantified reductions in SAIDI, SAIFI, and CAIDI, in addition to the performance metrics already recommended as comparison to industry. MOTION PASSED: 6-0-1, Lythcott-Haims absent Item 3 Attachment A - March 2, 2026 Draft Action Minutes        Item 3: Staff Report Pg. 5  Packet Pg. 14 of 1140  DRAFT ACTION MINUTES Page 5 of 5 City Council Meeting Draft Action Minutes: 03/02/2026 Adjournment: The meeting was adjourned at 10:44 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 3 Attachment A - March 2, 2026 Draft Action Minutes        Item 3: Staff Report Pg. 6  Packet Pg. 15 of 1140  4 8 1 1 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Police Meeting Date: March 16, 2026 Report #:2510-5320 TITLE Adoption of a Resolution Making Necessary Findings and Approving a Lease-Purchase Agreement with Motorola Solutions, Inc for Multi-Band Portable and Mobile Radios and Accessories for all City Departments in an amount not to exceed $5,848,220 for a Term of 8.4 Years; CEQA Status – exempt under Regulation section 15601(b)(3). RECOMMENDATION Staff recommends the City Council adopt the attached Resolution Making Necessary Findings and Approving the City Manager or their designee to execute the Motorola Equipment Lease- Purchase Agreement to lease-purchase multi-band portable and mobile radios and accessories for city operations for a total amount not-to-exceed $5,848,220 for 100 months (8.4 years). EXECUTIVE SUMMARY The City of Palo Alto relies on fixed, mobile, and handheld radios to support day-to-day operations across all departments and to maintain interoperable communications on the Silicon Valley Regional Communications System (SVRCS). A system of nearly 600 radio units and supporting infrastructure across eight departments supports public safety and infrastructure operations. While the City’s current radio fleet remains operational, the mobile and handheld units are out of warranty and can no longer be repaired through an authorized service source, increasing the risk of service disruptions. This contract will replace the City’s fleet of mobile and handheld radios to restore maintainable, reliable communications. Replacement of fixed/console radios will be addressed in a future action and is not included in this contract. BACKGROUND The Silicon Valley Regional Interoperability Authority (SVRIA) serves the Santa Clara Operational Area, encompassing the County of Santa Clara, its 15 cities and towns, and all special districts. In 2010, the Palo Alto City Council approved an agreement to establish SVRIA as a Joint Powers Authority (JPA) in partnership with other Santa Clara County jurisdictions. The goal was to enhance and coordinate regional public safety radio and data communications systems. Item 4 Item 4 Staff Report        Item 4: Staff Report Pg. 1  Packet Pg. 16 of 1140  4 8 1 1 In June 2015, the City Council approved a Memorandum of Understanding (MOU) 1 to participate in a multi-year regional effort to fund and construct the Silicon Valley Regional Communications System (SVRCS) — a county-wide radio communications system under SVRIA governance. This new system would upgrade the City’s radio system from analog that doesn’t connect to other systems, to a digital network with interconnectivity to other agencies on the network. 2, which have been officially approved for use on the SVRCS system. ANALYSIS 1 City Council, June 19, 2017; Agenda Item #7, SR#8157, https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=77720&dbid=0&repo=PaloAlto 2 City Council, February 1, 2016; Agenda Item #6, SR#6306, Item 4 Item 4 Staff Report        Item 4: Staff Report Pg. 2  Packet Pg. 17 of 1140  4 8 1 1 Land Mobile Radio (LMR) systems, in particular, require a substantial initial capital investment, followed by continuous funding to support upgrades, repairs, replacements, and day-to-day operations. Components Examples Expected Lifespan Item 4 Item 4 Staff Report        Item 4: Staff Report Pg. 3  Packet Pg. 18 of 1140  4 8 1 1 Currently, Police and Fire Motorola mobile (vehicle) radios have been in service since 2012. Fire portable (handheld) radios have also been in use since 2012, while Police (handheld) portable radios have been in use since 2018. The warranties for all existing portable and mobile radios have expired and are no longer supported by the manufacturers. -purchase financing for approximately 8. years. The proposed financing is structured as an Equipment Lease-Purchase Agreement between the City of Palo Alto, CA (Lessee) and Motorola Solutions, Inc. (Lessor) for the lease-purchase of equipment, software, upgrades, extended warranties, and other support described in Schedule A. -appropriation provision that permits the City to terminate the lease at the end of a fiscal period if funds are not appropriated or otherwise available, without penalty or expense (other than amounts already appropriated/available). In the event of non-appropriation termination, the City must Item 4 Item 4 Staff Report        Item 4: Staff Report Pg. 4  Packet Pg. 19 of 1140  4 8 1 1 discontinue use, remove/delete software that is part of the equipment, and surrender the equipment as specified; non-appropriation is expressly not an event of default. FISCAL/RESOURCE IMPACT True Interest Cost (rate necessary to discount amount payable on the principal and interest to date or purchase price): 4.497% Financing Charge (costs of issuance and fees paid to third parties): $0 Amount of Proceeds Received (less finance charge and any reserves or capitalized interest paid/funded with the proceeds): $5,526,114.94 Total Payment Amount: $5,848,220.00 Department Total Radio Count Total Cost Item 4 Item 4 Staff Report        Item 4: Staff Report Pg. 5  Packet Pg. 20 of 1140  4 8 1 1 STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENT APPROVED BY: Item 4 Item 4 Staff Report        Item 4: Staff Report Pg. 6  Packet Pg. 21 of 1140  NOT YET APPROVED 1 153_20260303_ts24 Resolution No. _____ Resolution of Council of the City of Palo Alto Making Necessary Findings and Approving an Equipment Lease-Purchase Agreement with Motorola Solutions, Inc. for Mobile Radios and Related Accessories R E C I T A L S A. The City is authorized by the laws of the State of California to purchase, acquire and lease personal property for the benefit of the City and its inhabitants and to enter into contracts with respect thereto. B. The City of Palo Alto is part of the Silicon Valley Regional Interoperability Authority (SVRIA). SVRIA coordinates regional public safety radio and data communications systems. As part of the SVRIA, the City is participating in a county-wide radio communications system called the Silicon Valley Regional Communications System (SVRCS). C. In furtherance of SVRCS, the City now desires to acquire mobile radios and accessories from Motorola Solutions, Inc. under the Equipment Lease-Purchase Agreement (Motorola Lease Number 25578) as attached as Exhibit A to this Resolution (“Agreement”). The equipment detailed in the Agreement (“Equipment”) will be used by the City’s first responders, including Fire and Police departments. D. The City Council has determined that a true and very real need exists for the acquisition of the Equipment described in the Agreement between the City and Motorola Solutions, Inc. E. In order to finance the costs of the Equipment, the City has proposed to enter into the Agreement setting forth the terms and conditions of the financing. F. It is contemplated that the financing will be consummated in multiple installments as detailed in Schedule B in the Agreement. G. As part of the Agreement, the City has made certain representations and covenants to ensure the tax-exempt status of the interest component of the lease payments to be made under the Agreement. H. The City Council deems it for the benefit of the City and for the efficient and effective administration thereof to enter into the Agreement related to the financing of the Equipment on the terms and conditions therein provided. I. As required by Government Code section 5852.1, the following good faith estimates provided by Motorola Solutions, Inc. are hereby disclosed: a. True interest cost: 4.497% as disclosed in Schedule B and IRS form 8038-G of the Agreement. b. Finance charge: (all fees and charges paid to third parties): None. c. Amount of proceeds less the finance charge and any reserves or capitalized interest paid or funded with proceeds: $5,526,114.94 as disclosed in Schedule B of the Agreement. d. Total payment amount (including finance charges not paid with the proceeds): $5,848,220.00 as disclosed in Schedule B of the Agreement. Item 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 7  Packet Pg. 22 of 1140  NOT YET APPROVED 2 153_20260303_ts24 NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as follows: SECTION 1. The proposed form of the Agreement as attached as Exhibit A to this Resolution is hereby found and determined to be in the best interests of the City to finance the acquisition of the Equipment and is hereby approved. The City Manager (“Authorized Officer”) is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver the Agreement in substantially said forms, which such changes therein as an Authorized Officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. SECTION 2. The Authorized Officer and each of the other officers and employees of the City shall take all action necessary or reasonably required to carry out, give effect to and consummate the transactions contemplated by this Resolution and the Agreement, including without limitation the attestation and/or execution and delivery of any exhibits, schedules, forms, or other documents in the Agreement, lease payment requests, and any other certificates or documents. Whenever in this Resolution any officer of the City is authorized to execute or attest any document or take any action, such execution, attestation or action may be taken on behalf of such officer by any person designated by such officer to act on his or her behalf in the case such officer is absent or unavailable, and any references to any officer of the City shall include any person holding such office in an “interim” or “acting” capacity. All actions previously taken by an Authorized Officer or other officers of the City in furtherance of this Resolution are hereby ratified and approved. SECTION 3. Nothing contained in this Resolution, the Agreement, or any other instrument shall be construed with respect to the City as incurring a pecuniary liability or charge upon the general credit of the City or against its taxing power of the City, nor shall the breach of any agreement or covenant contained in the Agreement impose any pecuniary liability upon the City or any charge upon its general credit or against its taxing power, except to the extent of the payments payable under the Agreement as limited obligations of the City, subject to annual appropriation by this City Council, as provided in the Agreement. SECTION 4. Each of the Authorized Officers is hereby designated to act as authorized representatives of the City for purposes of the Agreement until such time as the City Council designates any other or different authorized representative for the purposes of the Agreement. SECTION 5. If any section, paragraph, clause or provision of this Resolution is for any reason held to be invalid or unenforceable, the invalidity or enforceability of such section, paragraph clause or provision shall not affect any of the remaining provisions of this Resolution. SECTION 6. All resolutions or parts thereof, inconsistent herewith, are hereby repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any resolution or part thereof. Item 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 8  Packet Pg. 23 of 1140  NOT YET APPROVED 3 153_20260303_ts24 SECTION 7. Environmental Review. The City Council finds that approval of this Agreement is exempt from CEQA under CEQA regulation 15601(b)(3) because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. SECTION 8. This resolution shall take effect upon its adoption. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: __________________________ _____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: __________________________ _____________________________ Assistant City Attorney City Manager _____________________________ Chief of Police _____________________________ Chief Financial Officer Item 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 9  Packet Pg. 24 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 February 27, 2026 CITY OF PALO ALTO, CA Enclosed for your review, please find the Municipal Lease documentation in connection with the radio equipment to be lease purchased from Motorola Solutions Inc. The interest rate and payment streams outlined in Equipment Lease Purchase Agreement #25578 are valid for contracts that are executed and returned on or before March 27, 2026. After 3/27/26, the Lessor reserves the option to re-quote and re-price the transaction based on current market interest rates. Once complete, a set with ORIGINAL "wet" signatures should be returned to me at the address below: Motorola Solutions Credit Company LLC Attn: Paul Mecaskey / 44th Floor 500 W. Monroe Chicago, IL 60661 To help expedite the order process, I can work off a scanned copy with the originals to follow. Please scan prior to mailing & keep a copy for your records. Should you have any questions, please contact me at 847-538-3707. Thank You, MOTOROLA SOLUTIONS CREDIT COMPANY LLC Paul Mecaskey Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 10  Packet Pg. 25 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 LESSEE FACT SHEET Please help Motorola Solutions Inc. provide excellent billing service by providing the following information : 1. Complete Billing Address CITY OF PALO ALTO, CA _________________________________________ ________________________________________ Attention: _________________________________________ Phone: _________________________________________ E-mail: _________________________________________ 2. Lessee County Location: _________________________________________ 3. Federal Tax I.D. Number _________________________________________ 4. Purchase Order Number to be referenced on invoice (if necessary) or other “descriptions” that may assist in determining the applicable cost center or department: ________________________ 5. Equipment description that you would like to appear on your invoicing:_________________________________________ Appropriate Contact for Documentation / System Acceptance Follow -up: 6. Appropriate Contact & _______________________________________ Mailing Address _______________________________________ _________________________________________ _________________________________________ E-mail: _________________________________________ Phone: _________________________________________ Fax: __________________________________________ 7. Payment remit to address: Motorola Solutions Credit Company LLC P.O. Box 71132 Chicago IL 60694-1132 Thank you Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 11  Packet Pg. 26 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 EQUIPMENT LEASE-PURCHASE AGREEMENT Lease Number: 25578 LESSEE: LESSOR: CITY OF PALO ALTO, CA Motorola Solutions, Inc. 250 Hamilton Avenue, 7th Floor 500 W. Monroe Palo Alto, CA 94301 Chicago, IL 60661 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the equipment, software, upgrades of same, extended warranties and other support, and other personal property described in Schedule A attached hereto ("Equipment") in accordance with the following terms and conditions of this Equipment Lease-Purchase Agreement ("Lease"). 1. TERM. This Lease will become effective upon the execution hereof by Lessor. The Term of this Lease will commence on date specified in Schedule A attached hereto and unless terminated according to terms hereof or the purchase option, provided in Section 18, is exercised this Lease will continue until the Expiration Date set forth in Schedule B attached hereto ("Lease Term"). 2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion, in the amounts specified in Schedule B. The Lease Payments will be payable without notice or demand at the office of the Lessor (or such other place as Lessor or its assignee may from time to time designate in writing), and will commence on the first Lease Payment Date as set forth in Schedule B and thereafter on each of the Lease Payment Dates set forth in Schedule B. Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate from the due date. Except as specifically provided in Section 5 hereof, the Lease Payments will be absolute and unconditional in all events and will not be subject to any set- off, defense, counterclaim, or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term and hereby covenants that a request for appropriation for funds from which the Lease Payments may be made will be requested each fiscal period, including making provisions for such payment to the extent necessary in each budget submitted for the purpose of obtaining funding. It is Lessee's intent to make Lease Payment for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the Equipment will be used for one or more authorized governmental or proprietary functions essential to its proper, efficient and economic operation. 3. DELIVERY AND ACCEPTANCE. Lessor will cause the Equipment to be delivered to Lessee at the location specified in Schedule A ("Equipment Location"). Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment either (a) by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor; or (b) by executing and delivering the form of acceptance provided for in the Contract (defined below). Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate or other form of acceptance acceptable to Lessor, if Lessor believes the Equipment has been delivered and is operational, Lessor may require Lessee to notify Lessor in writing (within five (5) days of Lessee’s receipt of Lessor’s request) whether or not Lessee deems the Equipment (i) to have been delivered and (ii) to be operational, and hence be accepted by Lessee. If Lessee fails to so respond in such five (5) day period, Lessee will be deemed to have accepted the Equipment and be deemed to have acknowledged that the Equipment was delivered and is operational as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate or other form acceptable to Lessor. Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 12  Packet Pg. 27 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 4. REPRESENTATIONS AND WARRANTIES. Lessee acknowledges that the Equipment leased hereunder is being manufactured and installed by Motorola Solutions, Inc. (or one of its wholly owned subsidiaries) pursuant to the terms of the contract “Communications and Services Agreement” between Motorola Solutions, Inc. and Silicon Valley Regional Interoperability Authority (SVRIA) as executed in June, 2020 and referenced in SVRIA Resolution 2020-02 (the "Contract") covering the Equipment. Lessee acknowledges that on or prior to the date of acceptance of the Equipment, Lessor intends to sell and assign Lessor's right, title and interest in and to this Agreement and the Equipment to an assignee ("Assignee"). LESSEE FURTHER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT, LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE OR KIND WHATSOEVER, AND AS BETWEEN LESSEE AND THE ASSIGNEE, THE PROPERTY SHALL BE ACCEPTED BY LESSEE "AS IS" AND "WITH ALL FAULTS". LESSEE AGREES TO SETTLE ALL CLAIMS DIRECTLY WITH LESSOR AND WILL NOT ASSERT OR SEEK TO ENFORCE ANY SUCH CLAIMS AGAINST THE ASSIGNEE. NEITHER LESSOR NOR THE ASSIGNEE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER AS A RESULT OF THE LEASE OF THE EQUIPMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, PROPERTY DAMAGE OR LOST PRODUCTION WHETHER SUFFERED BY LESSEE OR ANY THIRD PARTY. Lessor is not responsible for, and shall not be liable to Lessee for damages relating to loss of value of the Equipment for any cause or situation (including, without limitation, governmental actions or regulations or actions of other third parties). 5. NON-APPROPRIATION OF FUNDS. Notwithstanding anything contained in this Lease to the contrary, Lessee has the right to not appropriate funds to make Lease Payments required hereunder in any fiscal period and in the event no funds are appropriated or in the event funds appropriated by Lessee's governing body or otherwise available by any lawful means whatsoever in any fiscal period of Lessee for Lease Payments or other amounts due under this Lease are insufficient therefor, this Lease shall terminate on the la st day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments or other amounts herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise available. The Lessee will immediately notify the Lessor or its Assignee of such occurrence. In the event of such termination, Lessee agrees to promptly discontinue use of the Equipment, remove or delete any software which is part of the Equipment from all of Lessee’s computers and electronic devices, and peaceably surrender possession of the Equipment to Lessor or its Assignee on the date of such termination, packed for shipment in accordance with manufacturer specifications an d freight prepaid and insured to any location in the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Non-appropriation of funds shall not constitute a default hereunder for purposes of Section 16. 6. LESSEE CERTIFICATION. Lessee represents, covenants and warrants that: (i) Lessee is a state or a duly constituted political subdivision or agency of the state of the Equipment Location; (ii) the interest portion of the Lease Payments shall be excludable from Lessor's gross income pursuant to Section 103 of the Internal Revenue Code of 1986, as it may be amended from time to time ( the "Code"); (iii) the execution, delivery and performance by the Lessee of this Lease have been duly authorized by all necessary action on the part of the Lessee; (iv) this Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; (v) Lessee will comply with the information reporting requirements of Section 149(e) of the Internal Revenue Code of 1986 (the "Code"), and such compliance shall include but not be limited to the execution of information statements requested by Lessor; (vi) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrage bond within the meaning of Section 148(a) of the Code; (vii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, this Lease to be a private activity bond within the meaning of Section 141(a) of the Code; (viii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the interest portion of the Lease Payment to be or become includible in gross income for Federal income taxation purposes under the Code; (ix) Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 13  Packet Pg. 28 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 Lessee will be the only entity to own, use and operate the Equipment during the Lease Term; and (x) Lessee agrees that the Equipment shall be and remain personal property notwithstanding the manner in which the same may be attached or affixed to realty, and Lessee shall do all acts and enter into all agreements necessary to insure that the Equipment remains personal property. Lessee represents, covenants and warrants that: (i) it will do or cause to be done all things necessary to preserve and keep the Lease in full force and effect, (ii) it has complied with all laws relative to public bidding where necessary, and (iii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period. If Lessee breaches the covenant contained in this Section, the interest component of Lease Payments may become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, notwithstanding anything to the contrary contained in Section 11 of this Agreement, Lessee agrees to pay promptly after any such determination of taxability and on each Lease Payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for the loss of such excludibility (including, without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive (absent manifest error). Notwithstanding anything herein to the contrary, any additional amount payable by Lessee pursuant to this Section 6 shall be payable solely from Legally Available Funds. It is Lessor’s and Lessee’s intention that this Agreement not constitute a “true” lease for federal income tax purposes and, therefore, it is Lessor’s and Lessee’s intention that Lessee be considered the o wner of the Equipment for federal income tax purposes. 7. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon shipment of the Equipment to Lessee hereunder, title to the Equipment (other than any intellectual property rights in the software comprising part of the Equipment) will vest in Lessee subject to any applicable license; provided, however, that (i) in the event of termination of this Lease by Lessee pursuant to Section 5 hereof; or (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing, title will immediately vest in Lessor or its Assignee, and Lessee shall immediately discontinue use of the Equipment, remove the Equipment from Lessee’s computers and other electronic devices and deliver the Equipment to Lessor or its Assignee. In order to secure all of its obligations hereunder, Lessee hereby (i) grants to Lessor a first and prior security interest in any and all right, title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom; (ii) agrees that this Lease may be filed as a financing statement evidencing such security interest; and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments necessary or appropriate to evidence such security interest. 8. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies, the Contract, any licensing or other agreement, and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of the possession, use or maintenance of the Equipment. Lessee, at its expense will keep the Equipment in good repair and furnish and/or install all parts, mechanisms, updates, upgrades and devices required therefor. 9. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment. 10. LOCATION; INSPECTION. The Equipment will not be removed from, [or if the Equipment consists of rolling stock, its permanent base will not be changed from] the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be ent itled to enter upon the Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 14  Packet Pg. 29 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. 11. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, licensing, leasing, rental, sale, purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. If Lessor pays any charges or taxes, Lessee shall reimburse Lessor therefor within ten days of written demand. 12. RISK OF LOSS: DAMAGE; DESTRUCTION. Lessee assumes all risk of loss or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect t herein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease. In the event of damage to any item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair (an “Event of Loss”), Lessee at the option of Lessor will: either (a) replace the same with like equipment in good repair; or (b) on the next Lease Payment date, pay Lessor the sum of : (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease payment due on such date; and (ii) an amount equal to all remaining Lease Payments to be paid during the Lease Term as set forth in Schedule B. In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Balance Payment (as set forth in Schedule B) to be made by Lessee with respect to that part of the Equipment which has suffered the Event of Loss. 13. INSURANCE. Lessee will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written consent, Lessee may self-insure against any or all such risks. All insurance covering loss of or damage to the Equipment shall be carried in an amount no less than the amount of the then applicable Balance Payment with respect to such Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy will name Lessee as an insured and Lessor or its Assigns as an additional insured or additional covered party per the terms and conditions of the policy, and will contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or its Assigns as their int erests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to self-insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all relevant information and documentation relating thereto. 14. INDEMNIFICATION. Lessee shall, to the extent permitted by law, indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities, including attorneys' fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery, licensing, possession, use, operation, rejection, or return and the recovery of claims under insurance policies thereon. Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 15  Packet Pg. 30 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 15. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or; (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any documents executed with respect to this Lease and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. Lessee covenants and agrees not to assert against the Assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No assignment or reassignment of any Lessor's right, title or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a notice of assignment, disclosing the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. During the Lease Term Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with Section 149(a) of the Code, and the regulations, proposed or existing, from time to time promulgated thereunder. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing if so requested. After notice of such assignment, Lessee shall name the Assignee as additional insured and loss payee in any insurance policies obtained or in force. Any Assignee of Lessor may reassign this Lease and its interest in the Equipment and the Lease Payments to any other person who, thereupon, shall be deemed to be Lessor's Assignee hereunder. 16. EVENT OF DEFAULT. The term "Event of Default", as used herein, means the occurrence of any one or more of the following events: (i) Lessee fails to make any Lease Payment (or any ot her payment) as it becomes due in accordance with the terms of the Lease when funds have been appropriated sufficient for such purpose, and any such failure continues for ten (10) days after the due date thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; (iii) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in writing delivered by Lessee pursuant hereto or in connection herewith is false, misleading or erroneous in any material respect; (iv) proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property, and such proceedings or appointments shall not be vacated, or fully stayed, within twenty (20) days after the institution or occu rrence thereof; or (v) an attachment, levy or execution is threatened or levied upon or against the Equipment. 17. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (i) by written notice to Lessee, declare all amounts then due under the Lease, and all remaining Lease Payments due during the fiscal period in effect when the default occurs to be immediately due and payable, whereupon the same shall become immediately due and payable; (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly discontinue use of the Equipment, remove the Equipment from all of Lessee’s computers and electronic devices, return the Equipment to Lessor in the manner set forth in Section 5 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (iii) sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other amounts due prior to the effective date of such selling, leasing or subleasing and for the difference between the purchase price, rental and other amounts paid by the purchaser, Lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; (iv) promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof; and (v) exercise any other right, remedy or privilege which may be available to it under applicable laws of the state of the Equipment Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 16  Packet Pg. 31 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 Location or any other applicable law or proceed by appropriate court action to enforce the terms of the Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. 18. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that no Event of Default has occurred and is continuing, or no event, which with notice or lapse of time, or both could become an Event of Default, then exists, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth in Schedule B by paying to Lessor, on such date, the Lease Payment then due together with the Balance Payment amount set forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment (other than any intellectual property rights in the software comprising part of the Equipment) to Lessee as is, without warranty, express or implied, except that the Equipment is free and clear of any liens created by Lessor. 18.1 PARTIAL PAYMENT/PURCHASE OPTION – GRANT FUNDING. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided no Event of Default has occurred and is continuing, or no event, which with notice or lapse of time, or both could become an Event of Default, then exists, Lessee will have the right to make a partial payment against the Lease one time per calendar year at an amount no less than $175,000.00 SO LONG AS SUCH PAYMENT IS BEING MADE FROM A FEDERAL GRANT FUNDING AWARD and upon Lessor’s request, Lessee will provide Lessor certification of such. Application of said payment shall first be applied to accrued interest with the remainder going against the principal. Should Lessee make such payment, all remaining Lease Payments will be adjusted accordingly over the remainder of the Lease Term and Lessor shall provide to Lessee a revised Schedule B. Any reduction in outstanding principal can be viewed as the Lessee obtaining a greater equity position in the Lease subject to Lessor’s rights pursuant to the other terms of this Lease. 19. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested or sent electronically via email, to the other party at its address set forth herein or at such address as the party may provide in writing or electronically from time to time. If mailed, any such notice shall be deemed to have been received five days subsequent to such mailing. 20. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 21. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by the laws of, the state of the Equipment Location. 22. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease. 23. ENTIRE AGREEMENT; WAIVER. This Lease, together with Schedule A Equipment Lease- Purchase Agreement, Schedule B, Evidence of Insurance, Statement of Essential Use/Source of Funds, Certificate of Incumbency, Certified Lessee Resolution (if any), Information Return for Tax-Exempt Governmental Obligations and the Delivery and Acceptance Certificate and other attachments hereto, and other documents or instruments executed by Lessee and Lessor in connection herewith, constitutes the entire agreement between the parties with respect to the Lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of the Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 17  Packet Pg. 32 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. 24. EXECUTION IN COUNTERPARTS. This Lease may be executed in several counterparts, either electronically or manually, all of which shall constitute but one and the same instrument. Lessor reserves the right to request receipt of a manually-executed counterpart from Lessee. Lessor and Lessee agree that the only original counterpart for purposes of perfection by possession shall be the original counterpart manually executed by Lessor and identified as “Original”, regardless of whether Lessee’s execution or delivery of said counterpart is done manually or electronically. *** SIGNATURE PAGE TO FOLLOW *** Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 18  Packet Pg. 33 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 By:________________________________ By:_____________________________ Print Name: _________________________ Uygar Gazioglu Title:_______________________________ Title: Vice President & Treasurer CERTIFICATE OF INCUMBENCY I, ______________________________________ do hereby certify that I am the duly elected or (Printed Name of Secretary/Clerk ) appointed and acting Secretary or Clerk of the CITY OF PALO ALTO, CA, an entity duly organized and existing under the laws of the State of California, that I have custody of the records of such entity, and that, as of the date hereof, the individual(s) executing this agreement is/are the duly elected or appointed officer(s) of such entity holding the office(s) below his/her/their respective name(s). I further certify that (i) the signature(s) set forth above his/her/their respective name(s) and title(s) is/are his/her/their true and authentic signature(s) and (ii) such officer(s) have the authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement number 25578, between CITY OF PALO ALTO, CA and Motorola Solutions, Inc. If the initial insurance requirement on Schedule B exceeds $1,000,000, attached as part of the Equipment Lease Purchase Agreement is a Certified Lessee Resolution adopted by the governing body of the entity. IN WITNESS WHEREOF, I have executed this certificate and affixed the seal of CITY OF PALO ALTO, CA, hereto this ________ day of ____________________________, 2026. By: ______________________________________ (Signature of Secretary/Clerk) SEAL IN WITNESS WHEREOF, the parties have executed this Agreement as of the 1st day of April, 2026. LESSEE: LESSOR: CITY OF PALO ALTO, CA MOTOROLA SOLUTIONS, INC. Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 19  Packet Pg. 34 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 OPINION OF COUNSEL With respect to that certain Equipment Lease-Purchase Agreement 25578 by and between Motorola Solutions, Inc. and the Lessee, I am of the opinion that: (i) the Lessee is, within the meaning of Section 103 of the Internal Revenue Code of 1986, a state or a fully constituted political subdivision or agency of the State of the Equipment Location described in Schedule A hereto; (ii) the execution, delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee, (iii) the Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; and (iv) Lessee has sufficient monies available to make all payments required to be paid under the Lease during the current fiscal year of the Lease, and such monies have been properly budgeted and appropriated for this purpose in accordance with State law. This opinion may be relied upon by the Lessor and any assignee of the Lessor’s rights under the Lease. ______________________________________________________________________ Attorney for CITY OF PALO ALTO, CA Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 20  Packet Pg. 35 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 SCHEDULE A EQUIPMENT LEASE-PURCHASE AGREEMENT Schedule A Lease Number: 25578 This Equipment Schedule is hereby attached to and made a part of that certain Equipment Lease- Purchase Agreement Number 25578 ("Lease"), between MOTOROLA SOLUTIONS INC. ("Lessor") and CITY OF PALO ALTO, CA (“ Lessee”). Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and upon the terms set forth below, the following items of Equipment QUANTITY DESCRIPTION (Manufacturer, Model, and Serial Nos.) Refer to attached Equipment List. Equipment Location: CA Initial Term: 100 Months Commencement Date: 4/1/2026 First Payment Due Date: 5/15/2026 Second Payment Due Date: 8/15/2026 Ten (10) consecutive annual payments as outlined in the attached Schedule B, plus Sales/Use Tax of $0.00, payable on the Lease Payment Dates set forth in Schedule B. Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 21  Packet Pg. 36 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 Lessee: CITY OF PALO ALTO, CA Schedule B (Lease #25578) Compound Period:Annual Nominal Annual Rate:1.393% CASH FLOW DATA Event Date Amount Number Period End Date 1 Loan 4/1/2026 5,526,114.94 1 2 Payment 5/15/2026 321,050.00 1 3 Payment 8/15/2026 614,130.00 9 Annual 8/15/2034 AMORTIZATION SCHEDULE - Normal Amortization, 360 Day Year Date Payment Interest Principal Balance Loan 4/1/2026 5,526,114.94 1 5/15/2026 321,050.00 9,406.38 311,643.62 5,214,471.32 2 8/15/2026 614,130.00 18,558.73 595,571.27 4,618,900.05 3 8/15/2027 614,130.00 64,326.68 549,803.32 4,069,096.73 4 8/15/2028 614,130.00 56,669.66 557,460.34 3,511,636.39 5 8/15/2029 614,130.00 48,906.00 565,224.00 2,946,412.39 6 8/15/2030 614,130.00 41,034.21 573,095.79 2,373,316.60 7 8/15/2031 614,130.00 33,052.80 581,077.20 1,792,239.40 8 8/15/2032 614,130.00 24,960.23 589,169.77 1,203,069.63 9 8/15/2033 614,130.00 16,754.96 597,375.04 605,694.59 10 8/15/2034 614,130.00 8,435.41 605,694.59 0.00 Grand Totals 5,848,220.00 322,105.06 5,526,114.94 INITIAL INSURANCE REQUIREMENT: $5,526,114.94 Except as specifically provided in Section five of the Lease hereof, Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the interest portion, in the amounts and dates specified in the above payment schedule. ORIGINAL ISSUE DISCOUNT: Lessee acknowledges that the amount financed by Lessor is $4,906,434.00 and that such amount is the issue price for this Lease Payment Schedule for federal income tax purposes. The difference between the principal amount of this Lease Payment Schedule and the issue price is original issue discount as defined in Section 1288 of the Code. The yield for this Lease Payment Schedule for federal income tax purposes is 4.497%. Such issue price and yield will be stated in the applicable Form 8038 -G. Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 22  Packet Pg. 37 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 EVIDENCE OF INSURANCE Fire, extended coverage, public liability and property damage insurance for all of the Equipment listed on Schedule A number 25578 to that Equipment Lease Purchase Agreement number 25578 will be maintained by CITY OF PALO ALTO, CA as stated in the Equipment Lease Purchase Agreement. This insurance is provided by: _____________________________________________________ Name of insurance provider _____________________________________________________ Address of insurance provider _____________________________________________________ City, State and Zip Code _____________________________________________________ Phone number of local insurance provider _____________________________________________________ E-mail address In accordance with the Equipment Lease Purchase Agreement Number 25578, CITY OF PALO ALTO, CA, hereby certifies that following coverage are or will be in full force and effect: Type Amount Effective Expiration Policy Date Date Number Fire and Extended Coverage __________ __________ __________ _____________________ Property Damage __________ __________ __________ _____________________ Public Liability __________ __________ __________ _____________________ Certificate shall include the following: Description: All Equipment listed on Schedule A number 25578 to that Equipment Lease Purchase Agreement number 25578. Please include equipment cost equal to the Initial Insurance Requirement on Schedule B to Equipment Lease Purchase Agreement number 25578 and list any deductibles. Certificate Holder: MOTOROLA SOLUTIONS, INC. and or its assignee as additional insured and loss payee 500 W Monroe Chicago, IL 60661 If self insured, contact Motorola representative for template of self insurance letter. Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 23  Packet Pg. 38 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS (# 25578) To further understand the essential governmental use intended for the equipment together with an understanding of the sources from which payments will be made, please address the following questions by completing this form or by sending a separate letter: 1. What is the specific use of the equipment? 2. Why is the equipment essential to the operation of CITY OF PALO ALTO, CA? 3. Does the equipment replace existing equipment? If so, why is the replacement being made? 4. Is there a specific cost justification for the new equipment? If yes, please attach outline of justification. 5. What is the expected source of funds for the payments due under the Lease for the current fiscal year and future fiscal years?  General Fund - Have dollars already been appropriated for the Lease Payment? Yes -or- No - If yes, for what fiscal year(s) have appropriations been made? ______________  Combination of Federal Grant funding supplemented by General Revenues - What fiscal year(s) is expected to be funded via federal grants: ___________________ - What fiscal year(s) is expected to be funded via general revenues: _________________ - Have these general revenues already been appropriated for the Lease Payment(s)? Yes -or- No  Other (please describe): __________________________________________ ________________________________________________________________________ Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 24  Packet Pg. 39 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 CERTIFIED LESSEE RESOLUTION (Lease# 25578) At a duly called meeting of the Governing Body of the Lessee (as defined in the Lease) held on or before the execution date of the Lease, the following resolution was introduced and adopted. BE IT RESOLVED by the Governing Board of Lessee as follows: 1. Determination of Need. The Governing Body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment or other personal property described in the Lease between CITY OF PALO ALTO, CA (Lessee) and Motorola Solutions, Inc. (Lessor). 2. Approval and Authorization. The Governing body of Lessee has determined that the Lease, substantially in the form presented to this meeting, is in the best interests of the Lessee for the acquisition of such Equipment or other personal property, and the Governing Board hereby approves the entering into of the Lease by the Lessee and hereby designates and authorizes the following person(s) referenced in the Lease to execute and deliver the Lease on Lessee’s behalf with such changes thereto as such person deems appropriate, and any related documents, including any escrow agreement, necessary to the consummation of the transactions contemplated by the Lease. 3. Adoption of Resolution. The signatures in the Lease from the designated individuals for the Governing Body of the Lessee evidence the adoption by the Governing Body of this Resolution. Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 25  Packet Pg. 40 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 Form 8038-G (Rev. September 2018) Department of the Treasury Internal Revenue Service Information Return for Tax-Exempt Governmental Bonds ▶ Under Internal Revenue Code section 149(e) ▶ See separate instructions. Caution: If the issue price is under $100,000, use Form 8038-GC. ▶ Go to www.irs.gov/F8038G for instructions and the latest information. OMB No. 1545-0720 Part I Reporting Authority If Amended Return, check here ▶ 1 Issuer’s name City of Palo Alto, CA 2 Issuer’s employer identification number (EIN) 3a Name of person (other than issuer) with whom the IRS may communicate about this return (see instructions) 3b Telephone number of other person shown on 3a 4 Number and street (or P.O. box if mail is not delivered to street address) 250 Hamilton Avenue, 7th Floor Room/suite 5 Report number (For IRS Use Only) 3 6 City, town, or post office, state, and ZIP code Palo Alto, CA 94301 7 Date of issue 4/1/2026 8 Name of issue Equipment Lease Purchase Agreement 25578 9 CUSIP number 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information (see instructions) 10b Telephone number of officer or other employee shown on 10a Part II Type of Issue (enter the issue price). See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 4,906,434 00 15 Environment (including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other. Describe ▶ 18 19a If bonds are TANs or RANs, check only box 19a ...................................................................... ▶ b If bonds are BANs, check only box 19b ................................................................................... ▶ 20 If bonds are in the form of a lease or installment sale, check box ............................................... ▶ Part III Description of Bonds. Complete for the entire issue for which this form is being filed. 21 (a) Final maturity date (b) Issue price (c) Stated redemption price at maturity (d) Weighted average maturity (e) Yield 8 / 15 / 34 $ 4,906,434.00 $ 5,526,114.94 8.33 years 4.497 % Part IV Uses of Proceeds of Bond Issue (including underwriters’ discount) 22 23 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . Issue price of entire issue (enter amount from line 21, column (b)) . . . . . . . . . . . . . . 22 23 24 Proceeds used for bond issuance costs (including underwriters’ discount) 25 Proceeds used for credit enhancement . . . . . . . . . . . . 26 Proceeds allocated to reasonably required reserve or replacement fund . 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V . . . 28 Proceeds used to refund prior taxable bonds. Complete Part V . . . . 24 25 26 27 28 29 30 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) . . . . . . 29 30 Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . . 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . ▶ ▶ years years 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DD/YYYY) . . 34 Enter the date(s) the refunded bonds were issued ▶ (MM/DD/YYYY) ▶ For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 63773S Form 8038-G (Rev. 9-2018) Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 26  Packet Pg. 41 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 ▲ Form 8038-G (Rev. 9-2018) Page 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC). See instructions . . . . . . . . . . . . . . . . . . . . . . . . . b Enter the final maturity date of the GIC ▶ (MM/DD/YYYY) c Enter the name of the GIC provider ▶ 37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 35 36a 37 38a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ▶ and enter the following information: b Enter the date of the master pool bond ▶ (MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond ▶ d Enter the name of the issuer of the master pool bond ▶ 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box ....................... ▶ 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box ............................................................... ▶ 41a If the issuer has identified a hedge, check here ▶ and enter the following information: b Name of hedge provider ▶ c Type of hedge ▶ d Term of hedge ▶ 42 If the issuer has superintegrated the hedge, check box .................................................................................................. ▶ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box ......................................... ▶ 44 If the issuer has established written procedures to monitor the requirements of section 148, check box .......................... ▶ 45a If some portion of the proceeds was used to reimburse expenditures, check here ▶ and enter the amount of reimbursement . . . . . . . . . . . . . . ▶ b Enter the date the official intent was adopted ▶ (MM/DD/YYYY) Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge Signature and Consent and belief, they are true, correct, and complete. I further declare that I consent to the IRS’s disclosure of the issuer’s return information, as necessary to process this return, to the person that I have authorized above. Signature of issuer’s authorized representative Date Type or print name and title Paid Print/Type preparer’s name Preparer’s signature Date Check if PTIN Preparer Use Only Firm’s name ▶ Firm’s address ▶ self-employed Firm’s EIN ▶ Phone no. Form 8038-G (Rev. 9-2018) ▲ Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 27  Packet Pg. 42 of 1140  CLEAN SHORT FORM SIMPLIFIED LEASE rev 7.28.16 EQUIPMENT LEASE PURCHASE AGREEMENT DELIVERY AND ACCEPTANCE CERTIFICATE The undersigned Lessee hereby acknowledges receipt of the Equipment described below (“Equipment”) and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of lease Schedule A to the Equipment Lease Purchase Agreement executed by Lessee and Lessor. Equipment Lease Purchase Agreement No.: 25578 Lease Schedule A No. : 25578 EQUIPMENT INFORMATION QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION Equipment referenced in lease Schedule A# 25578. See Schedule A for a detailed Equipment List. LESSEE: CITY OF PALO ALTO, CA By: __to be completed after delivery__ Date: ____________________________________ Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 28  Packet Pg. 43 of 1140  APC QTY NOMENCLATURE DESCRIPTION APX™ 8000 Series APX8000XE 581 75 H91TGD9PW7AN MODEL 3.5 581 75 QA02006AC RADIO 581 75 Q498AU W/ MULTIKEY 581 75 Q629AH AND ADP 581 75 QA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING 453 75 PMNN4504A UL2054 DIV2 R IP68 3400T 785 38 NNTN8860B FAST US/NA 581 12 H91TGD9PW7AN MODEL 3.5 581 12 QA02006AC RADIO 581 12 Q498AU W/ MULTIKEY 581 12 Q629AH AND ADP 453 12 PMNN4504A UL2054 DIV2 R IP68 3400T 785 6 NNTN8860B FAST US/NA 681 27 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING 681 27 G996AS PROVISIONING Page 1 of 11 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 29  Packet Pg. 44 of 1140  681 27 GA00250AA LOW LOSS PFP-100A/240, QMA 681 27 GA01513AB (7/8/V/U) 681 27 G298AS W/ MULTIKEY 681 27 G806BL CAI OP APX 681 27 G361AH SOFTWARE APX 681 5 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING 681 5 G996AS PROVISIONING 681 5 GA00250AA LOW LOSS PFP-100A/240, QMA 681 5 GA01513AB (7/8/V/U) 681 5 G298AS W/ MULTIKEY 681 5 G806BL CAI OP APX 681 5 G193AK (US ONLY) 681 5 G361AH SOFTWARE APX Page 2 of 11 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 30  Packet Pg. 45 of 1140  681 6 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING 681 6 G996AS PROVISIONING 681 6 GA00250AA LOW LOSS PFP-100A/240, QMA 681 6 GA01513AB (7/8/V/U) 681 6 G298AS W/ MULTIKEY 681 6 G806BL CAI OP APX 681 6 G361AH SOFTWARE APX 681 9 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING 681 9 G996AS PROVISIONING 681 9 GA00250AA LOW LOSS PFP-100A/240, QMA 681 9 GA01513AB (7/8/V/U) 681 9 G298AS W/ MULTIKEY 681 9 G806BL CAI OP APX 681 9 G361AH SOFTWARE APX Page 3 of 11 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 31  Packet Pg. 46 of 1140  471 8 M22URS9PW1BN MHZ 471 8 GA00250AA LOW LOSS PFP-100A/240, QMA 471 8 QA02812AE INTEROPERABILITY 471 8 G996AS PROVISIONING 471 8 G298AS W/ MULTIKEY 471 73 M22URS9PW1BN MHZ 471 73 GA00250AA LOW LOSS PFP-100A/240, QMA 471 73 QA02812AE INTEROPERABILITY 471 73 G996AS PROVISIONING 471 73 G298AS W/ MULTIKEY 437 5 H55TGT9PW8AN MODEL 4.5 437 5 Q629BD AND ADP Page 4 of 11 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 32  Packet Pg. 47 of 1140  437 5 QA09017AA ADD: LTE WITH ACTIVE SERVICE AT&T US 437 5 QA09030AB RADIOCENTRAL 437 5 Q498BN W/ MULTIKEY 712 5 SSV01S01406A APX NEXT SMARTCONNECT SUBSCRIPTION 453 7 NNTN9216A IP68 4400T 785 7 NNTN9199A FAST, US/NA 372 7 PMMN4136B NO CHANNEL KNOB 579 11 H91TGD9PW7AN MODEL 3.5 579 11 Q629AH AND ADP 579 11 QA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING 579 11 Q498AU W/ MULTIKEY 453 14 PMNN4486A R IP68 3400T 785 6 NNTN8860B FAST US/NA 372 11 PMMN4099DL AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL 681 8 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING Page 5 of 11 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 33  Packet Pg. 48 of 1140  681 8 G996AS PROVISIONING 681 8 GA00250AA LOW LOSS PFP-100A/240, QMA 681 8 GA01513AB (7/8/V/U) 681 8 G298AS W/ MULTIKEY 681 8 G806BL CAI OP APX 681 8 G361AH SOFTWARE APX 554 8 HAF4016A WAVE, 762-870 MHZ 681 8 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING 681 8 G996AS PROVISIONING 681 8 GA00250AA LOW LOSS PFP-100A/240, QMA 681 8 GA01513AB (7/8/V/U) 681 8 G298AS W/ MULTIKEY 681 8 G806BL CAI OP APX 681 8 G193AK (US ONLY) Page 6 of 11 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 34  Packet Pg. 49 of 1140  681 8 G361AH SOFTWARE APX 554 8 HAF4016A WAVE, 762-870 MHZ 372 87 PMMN4154B IMPACT GREEN WITH KNOB, UL 554 47 HAF4016A WAVE, 762-870 MHZ 291 47 HAD4021A MHZ 554 15 HAE6016A MHZ 785 60 NNTN7616D HARDWIRE 681 65 GA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING 681 65 G996AS PROVISIONING 681 65 GA00250AA LOW LOSS PFP-100A/240, QMA 681 65 G298AS W/ MULTIKEY 681 65 G806BL CAI OP APX 681 65 G361AH SOFTWARE APX 579 115 H91TGD9PW7AN MODEL 3.5 579 115 Q629AH AND ADP Page 7 of 11 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 35  Packet Pg. 50 of 1140  579 115 QA09008AA ADD: GROUP SERVICES 579 115 QA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING 579 115 Q498AU W/ MULTIKEY 785 30 NNTN8860B FAST US/NA 453 120 PMNN4486A R IP68 3400T 372 120 PMMN4099DL AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL 837 30 H92UCH9PW7AN MODEL 3 837 30 QA04096AA SOFTWARE LICENSE ENH: P25 TRUNKING 837 30 QA06653AA ENCRYPTION AND ADP 453 30 PMNN4493A IP68 3000T 785 30 PMPN4576A US/CAN PLUG 372 30 PMMN4099DL AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL 437 15 H55TGT9PW8AN MODEL 4.5 437 15 Q629BD AND ADP 437 15 QA09017AA ADD: LTE WITH ACTIVE SERVICE AT&T US 437 15 QA09030AB RADIOCENTRAL 437 15 Q498BN W/ MULTIKEY Page 8 of 11 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 36  Packet Pg. 51 of 1140  437 15 G996AP ADD: PROGRAMMING OVER P25 (OTAP) 437 15 Q173CA ADD: SMARTZONE OMNILINK 723 15 LSV01S03446A APX NEXT DMS ESSENTIAL 724 15 LSV01S03082A RADIOCENTRAL PROGRAMMING 712 1 PSV01S02940A SMARTMAPPING ENABLEMENT 712 15 SSV01S01407A SMARTPROGRAMMING 712 15 SSV01S01406A APX NEXT SMARTCONNECT SUBSCRIPTION 453 20 NNTN9216A IP68 4400T 785 16 NNTN9199A FAST, US/NA 372 16 PMMN4136B NO CHANNEL KNOB 837 4 H92UCH9PW7AN MODEL 3 837 4 QA04096AA SOFTWARE LICENSE ENH: P25 TRUNKING 837 4 QA06653AA ENCRYPTION AND ADP 453 4 PMNN4493A IP68 3000T 785 4 PMPN4576A US/CAN PLUG 372 4 PMMN4099DL AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL 837 2 H92UCH9PW7AN MODEL 3 837 2 QA04096AA SOFTWARE LICENSE ENH: P25 TRUNKING 837 2 QA06653AA ENCRYPTION AND ADP 453 4 PMNN4493A IP68 3000T 785 4 PMPN4576A US/CAN PLUG Page 9 of 11 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 37  Packet Pg. 52 of 1140  372 4 PMMN4099DL AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL 579 4 H91TGD9PW7AN MODEL 3.5 579 4 QA09007AA ADD: OUT OF THE BOX WIFI PROVISIONING 579 4 Q498AU W/ MULTIKEY 579 4 Q629AH AND ADP 453 4 PMNN4486A R IP68 3400T 785 4 NNTN8860B FAST US/NA 372 4 PMMN4099DL AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL 372 116 PMMN4142A XVP730 REMOTE SPEAKER MICROPHONE NO CHANNEL KNOB, FOR APX N RADIOS 453 45 PMNN4486A R IP68 3400T 453 90 PMNN4504A UL2054 DIV2 R IP68 3400T 453 90 PMNN4448B IP68 2800T 837 56 H92UCH9PW7AN MODEL 3 837 56 QA04096AA SOFTWARE LICENSE ENH: P25 TRUNKING 837 56 QA06653AA ENCRYPTION AND ADP 453 4 PMNN4493A IP68 3000T Page 10 of 11 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 38  Packet Pg. 53 of 1140  785 4 PMPN4576A US/CAN PLUG 372 4 PMMN4099DL AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL 837 52 H92UCH9PW7AN MODEL 3 837 52 QA04096AA SOFTWARE LICENSE ENH: P25 TRUNKING 837 52 QA06653AA ENCRYPTION AND ADP 453 4 PMNN4493A IP68 3000T 785 4 PMPN4576A US/CAN PLUG 372 4 PMMN4099DL AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL 681 3 L998AB ADD: LIMITED FRONT PANEL W/CLOCK/VU 681 3 G996AS PROVISIONING 681 3 GA00250AA LOW LOSS PFP-100A/240, QMA 681 3 GA01513AB (7/8/V/U) 681 3 G298AS W/ MULTIKEY 681 3 G806BL CAI OP APX 681 3 G361AH SOFTWARE APX 761 1 HKN6243A BRACKET KIT 761 1 HKN6233C MOUNT KIT Page 11 of 11 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 39  Packet Pg. 54 of 1140   Billing Address: PALO ALTO, CITY OF  750 HAMILTON RD  PALO ALTO, CA 94301  US      Shipping Address: PALO ALTO, CITY OF  3201 EAST BAYSHORE RD  PALO ALTO, CA 94301  US     Christopher Chamberlain Chris.Chamberlain1@ motorolasolutions.com End Customer: PALO ALTO, CITY OF  Nicole  Frazier   Nicole.Frazier@CityofPaloAlto.org  650.329.2331         Contract:  SVRIA - R2020-02 Payment Terms:30 NET   Summary: Any sales transaction resulting from Motorola's quote is based on and subject to the applicable Motorola Standard Terms and Conditions, notwithstanding terms and conditions on purchase orders or other Customer ordering documents. Motorola Standard Terms and Conditions are found at www.motorolasolutions.com/product-terms.  Line #   Item Number   Description   Qty   Term   List Price   Disc %   Sale Price   Ext. Sale Price         APX™ 8500   Police Dept APX8500 Tri Band             1   M37TSS9PW1CN   APX8500 ALL BAND MP MOBILE   65    $6,558.00   27.0%   $4,787.34   $311,177.10      1a   GA09008AA   ADD: GROUP SERVICES   65    $177.00   27.0%   $129.21   $8,398.65      1b   GA09007AA   ADD: OUT OF THE BOX WIFI PROVISIONING   65    $0.00   0.0%   $0.00   $0.00      1c   GA00318AF   ENH: 5 YEAR ESSENTIAL SVC   65    $480.00   0.0%   $480.00   $31,200.00      1d   G996AS   SOFTWARE LICENSE ENH: OVER THE AIR PROVISIONING   65    $118.00   27.0%   $86.14   $5,599.10      1e   GA00250AA   ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT LOW LOSS PFP-100A/ 240, QMA   65    $118.00   27.0%   $86.14   $5,599.10      1f   GA00580AA   ADD: TDMA OPERATION   65    $530.00   27.0%   $386.90   $25,148.50      1g   G51AT   SOFTWARE LICENSE ENH:SMARTZONE   65    $1,766.00   27.0%   $1,289.18   $83,796.70        QUOTE-2970418Palo Alto - RUA Radio UpgradesPolice     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 1   Quote Date:10/02/2025 Expiration Date:03/22/2026 Quote Created By: Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 40  Packet Pg. 55 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Disc %   Sale Price   Ext. Sale Price      1h   GA05508AA   DEL: DELETE VHF BAND   65    -$800.00   0.0%   -$584.00   -$37,960.00      1i   GA09001AA   ADD: WI-FI CAPABILITY   65    $353.00   27.0%   $257.69   $16,749.85      1j   G298AS   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   65    $871.00   27.0%   $635.83   $41,328.95      1k   B18CR   ADD: AUXILIARY SPKR 7.5 WATT APX   65    $71.00   27.0%   $51.83   $3,368.95      1l   G843AH   ADD: AES ENCRYPTION AND ADP   65    $560.00   27.0%   $408.80   $26,572.00      1m   G89AC   ADD: NO RF ANTENNA NEEDED   65    $0.00   0.0%   $0.00   $0.00      1n   G444AH   ADD: APX CONTROL HEAD SOFTWARE   65    $0.00   0.0%   $0.00   $0.00      1o   G67EH   ADD: REMOTE MOUNT E5 MP   65    $350.00   27.0%   $255.50   $16,607.50      1p   GA01517AA   DEL: NO J600 ADAPTER CABLE NEEDED   65    $0.00   0.0%   $0.00   $0.00      1q   G806BL   SOFTWARE LICENSE ENH: ASTRO DIGITAL CAI OP APX   65    $607.00   27.0%   $443.11   $28,802.15      1r   GA01670AA   ADD: APX E5 CONTROL HEAD   65    $767.00   27.0%   $559.91   $36,394.15      1s   W22BA   ADD: STD PALM MICROPHONE APX   65    $85.00   27.0%   $62.05   $4,033.25      1t   QA09113AB   ADD: BASELINE RELEASE SW   65    $0.00   0.0%   $0.00   $0.00      1u   G361AH   SOFTWARE LICENSE ENH: P25 TRUNKING SOFTWARE APX   65    $353.00   27.0%   $257.69   $16,749.85         APX™ 8000 Series   Police Dept APX8000 Dual Band             2   H91TGD9PW7AN   PORTABLE RADIO APX 8000 ALL BAND MODEL 3.5   115    $8,651.00   27.0%   $6,315.23   $726,251.45      2a   Q806CB   ADD: ASTRO DIGITAL CAI OPERATION   115    $607.00   27.0%   $443.11   $50,957.65      2b   Q361AN   ADD: P25 9600 BAUD TRUNKING   115    $353.00   27.0%   $257.69   $29,634.35      2c   QA05508AA   DEL: DELETE VHF BAND   115    -$800.00   0.0%   -$584.00   -$67,160.00        QUOTE-2970418Palo Alto - RUA Radio UpgradesPolice     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 2   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 41  Packet Pg. 56 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Disc %   Sale Price   Ext. Sale Price      2d   H38BS   ADD: SMARTZONE OPERATION   115    $1,766.00   27.0%   $1,289.18   $148,255.70      2e   QA09113AB   ADD: BASELINE RELEASE SW   115    $0.00   0.0%   $0.00   $0.00      2f   Q629AH   SOFTWARE LICENSE ENH: AES ENCRYPTION AND ADP   115    $560.00   27.0%   $408.80   $47,012.00      2g   QA00580AA   ADD: TDMA OPERATION   115    $530.00   27.0%   $386.90   $44,493.50      2h   Q887AU   ADD: 5Y ESSENTIAL SERVICE   115    $306.00   0.0%   $306.00   $35,190.00      2i   QA09008AA   ADD: GROUP SERVICES   115    $177.00   27.0%   $129.21   $14,859.15      2j   QA09007AA   ADD: OUT OF THE BOX WIFI PROVISIONING   115    $0.00   0.0%   $0.00   $0.00      2k   QA09001AB   ADD: WIFI CAPABILITY   115    $353.00   27.0%   $257.69   $29,634.35      2l   Q498AU   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   115    $871.00   27.0%   $635.83   $73,120.45      2m   QA07682AA   ADD: SMARTCONNECT   115    $0.00   0.0%   $0.00   $0.00      2n   G996AP   ADD: PROGRAMMING OVER P25 (OTAP)   115    $118.00   27.0%   $86.14   $9,906.10      3   NNTN8860B   CHARGER, DESKTOP SINGLE UNIT IMPRES 2, FAST US/NA   30    $199.56   25.0%   $149.67   $4,490.10      4   PMNN4486A   PORTABLE RADIO BATTERY IMPRES 2 LI- ION R IP68 3400T   120    $207.10   25.0%   $155.33   $18,639.60      5   PMMN4099DL   AUDIO ACCESSORY- REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL   120    $152.54   20.01%   $122.02   $14,642.40         APX™ 900   Police Dept APX900            6   H92UCH9PW7AN   PORTABLE RADIO APX 900 7/800 MHZ MODEL 3   30    $2,479.00   27.0%   $1,809.67   $54,290.10      6a   QA04096AA   SOFTWARE LICENSE ENH: P25 TRUNKING   30    $1,259.00   27.0%   $919.07   $27,572.10        QUOTE-2970418Palo Alto - RUA Radio UpgradesPolice     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 3   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 42  Packet Pg. 57 of 1140  Line # Item Number Description Qty Term   List Price Disc %   Sale Price Ext. Sale Price 6b QA06653AA   SOFTWARE LICENSE ENH: AES 256 SW ENCRYPTION AND ADP   30 $383.00 27.0%$279.59 $8,387.70 6c QA09113AB   ADD: BASELINE RELEASE SW   30 $0.00 0.0%$0.00 $0.00 6d G996AZ   ADD: PROGRAMMING OVER P25 (OTAP)   30 $118.00 27.0%$86.14 $2,584.20 6e Q887AT   ADD: 5Y ESSENTIAL SERVICE   30 $222.00 0.0%$222.00 $6,660.00 6f QA09008AA   ADD: GROUP SERVICES   30 $177.00 27.0%$129.21 $3,876.30 6g H869CQ   ADD: MULTIKEY   30 $89.00 27.0%$64.97 $1,949.10 6h QA00580AF   ADD: TDMA OPERATION   30 $530.00 27.0%$386.90 $11,607.00 7 PMNN4493A   PORTABLE RADIO BATTERY IMPRES LI-ION IP68 3000T   30 $148.84 25.0%$111.63 $3,348.90 8 PMPN4576A   CHARGER, DESKTOP SINGLE UNIT IMPRES, US/CAN PLUG   30 $87.83 25.0%$65.87 $1,976.10 9 PMMN4099DL   AUDIO ACCESSORY- REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL   30 $152.54 20.01%$122.02 $3,660.60 APX™ NEXT   Police Dept APX Next Tri Band   10 H55TGT9PW8AN   PORTABLE RADIO APX NEXT; ALL-BAND MODEL 4.5   15 $8,818.00 27.0%$6,437.14 $96,557.10 10a H499KC   ENH: SUBMERSIBLE (DELTA T)   15 $177.00 27.0%$129.21 $1,938.15 10b H38DA   ADD: SMARTZONE OPERATION   15 $1,412.00 27.0%$1,030.76 $15,461.40 10c Q806CH   ADD: ASTRO DIGITAL CAI OPERATION   15 $607.00 27.0%$443.11 $6,646.65 10d QA09028AA   ADD: VIQI VC RADIO OPERATION   15 $0.00 0.0%$0.00 $0.00 10e QA03399AK   ADD: ENHANCED DATA   15 $177.00 27.0%$129.21 $1,938.15 10f QA00580BA   ADD: TDMA OPERATION   15 $530.00 27.0%$386.90 $5,803.50 QUOTE-2970418Palo Alto - RUA Radio UpgradesPolice Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 4 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 43  Packet Pg. 58 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Disc %   Sale Price   Ext. Sale Price        10g   QA09001AM   ADD: WIFI CAPABILITY   15    $353.00   27.0%   $257.69   $3,865.35      10h   QA09113AA   ADD: BASELINE RELEASE SW   15    $0.00   0.0%   $0.00   $0.00      10i   Q361CD   ADD: P25 9600 BAUD TRUNKING   15    $353.00   27.0%   $257.69   $3,865.35      10j   Q629BD   SOFTWARE LICENSE ENH: AES ENCRYPTION AND ADP   15    $560.00   27.0%   $408.80   $6,132.00      10k   QA09017AA   ADD: LTE WITH ACTIVE SERVICE AT&T US   15    $0.00   0.0%   $0.00   $0.00      10l   QA09030AB   ADD: MOTOROLA APX HOSTED RADIOCENTRAL*   15    $0.00   0.0%   $0.00   $0.00      10m   Q498BN   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   15    $871.00   27.0%   $635.83   $9,537.45      10n   G996AP   ADD: PROGRAMMING OVER P25 (OTAP)   15    $118.00   27.0%   $86.14   $1,292.10      10o   Q173CA   ADD: SMARTZONE OMNILINK   15    $0.00   0.0%   $0.00   $0.00      11   LSV01S03446A   APX NEXT DMS ESSENTIAL   15   5 YEARS   $384.60   0.0%   $384.60   $5,769.00      12   LSV01S03082A   RADIOCENTRAL PROGRAMMING   15   7 YEARS   $224.28   0.0%   $224.28   $3,364.20      13   PSV01S02940A   SMARTMAPPING ENABLEMENT   1    $0.00   0.0%   $0.00   $0.00      14   SSV01S01407A   SMARTPROGRAMMING   15   7 YEAR   $525.00   0.0%   $525.00   $7,875.00      15   SSV01S01406A   APX NEXT SMARTCONNECT SUBSCRIPTION   15   7 YEAR   $525.00   0.0%   $525.00   $7,875.00      16   SSV01S01476A   SMARTLOCATE   15   7 YEAR   $525.00   0.0%   $525.00   $7,875.00      17   SSV01S01907A   SMARTMAPPING   15   7 YEAR   $525.00   0.0%   $525.00   $7,875.00      18   NNTN9216A   PORTABLE RADIO BATTERY IMPRES 2 LI- ION IP68 4400T   20    $248.05   25.0%   $186.04   $3,720.80      19   NNTN9199A   CHARGER, DESKTOP SINGLE UNIT IMPRES 2 FAST, US/NA   16    $181.43   25.0%   $136.07   $2,177.12        QUOTE-2970418Palo Alto - RUA Radio UpgradesPolice     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 5   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 44  Packet Pg. 59 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Disc %   Sale Price   Ext. Sale Price      20   PMMN4136B   XVP830 REMOTE SPEAKER MICROPHONE, NO CHANNEL KNOB   16    $520.00   20.01%   $415.95   $6,655.20      21   PSV03S02465A   APX DMS PROVISIONING PD3*   1    $0.00   0.0%   $0.00   $0.00      22   PSV01S02944A   PROVISIONING SUPPORT   1    $0.00   0.0%   $0.00   $0.00         APX™ 900   IT APX900            23   H92UCH9PW7AN   PORTABLE RADIO APX 900 7/800 MHZ MODEL 3   4    $2,479.00   27.0%   $1,809.67   $7,238.68      23a   G996AZ   ADD: PROGRAMMING OVER P25 (OTAP)   4    $118.00   27.0%   $86.14   $344.56      23b   Q887AT   ADD: 5Y ESSENTIAL SERVICE   4    $222.00   0.0%   $222.00   $888.00      23c   QA04096AA   SOFTWARE LICENSE ENH: P25 TRUNKING   4    $1,259.00   27.0%   $919.07   $3,676.28      23d   QA09008AA   ADD: GROUP SERVICES   4    $177.00   27.0%   $129.21   $516.84      23e   QA06653AA   SOFTWARE LICENSE ENH: AES 256 SW ENCRYPTION AND ADP   4    $383.00   27.0%   $279.59   $1,118.36      23f   H869CQ   ADD: MULTIKEY   4    $89.00   27.0%   $64.97   $259.88      23g   QA00580AF   ADD: TDMA OPERATION   4    $530.00   27.0%   $386.90   $1,547.60      23h   QA09113AB   ADD: BASELINE RELEASE SW   4    $0.00   0.0%   $0.00   $0.00      24   PMNN4493A   PORTABLE RADIO BATTERY IMPRES LI-ION IP68 3000T   4    $148.84   25.0%   $111.63   $446.52      25   PMPN4576A   CHARGER, DESKTOP SINGLE UNIT IMPRES, US/CAN PLUG   4    $87.83   25.0%   $65.87   $263.48      26   PMMN4099DL   AUDIO ACCESSORY- REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL   4    $152.54   20.01%   $122.02   $488.08         APX™ 900   Dev Center APX900            27   H92UCH9PW7AN   PORTABLE RADIO APX 900 7/800 MHZ MODEL 3 2    $2,479.00   27.0%   $1,809.67   $3,619.34        QUOTE-2970418Palo Alto - RUA Radio UpgradesPolice     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 6   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 45  Packet Pg. 60 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Disc %   Sale Price   Ext. Sale Price        27a   G996AZ   ADD: PROGRAMMING OVER P25 (OTAP)   2    $118.00   27.0%   $86.14   $172.28      27b   Q887AT   ADD: 5Y ESSENTIAL SERVICE   2    $222.00   0.0%   $222.00   $444.00      27c   QA04096AA   SOFTWARE LICENSE ENH: P25 TRUNKING   2    $1,259.00   27.0%   $919.07   $1,838.14      27d   QA09008AA   ADD: GROUP SERVICES   2    $177.00   27.0%   $129.21   $258.42      27e   QA06653AA   SOFTWARE LICENSE ENH: AES 256 SW ENCRYPTION AND ADP   2    $383.00   27.0%   $279.59   $559.18      27f   H869CQ   ADD: MULTIKEY   2    $89.00   27.0%   $64.97   $129.94      27g   QA00580AF   ADD: TDMA OPERATION   2    $530.00   27.0%   $386.90   $773.80      27h   QA09113AB   ADD: BASELINE RELEASE SW   2    $0.00   0.0%   $0.00   $0.00      28   PMNN4493A   PORTABLE RADIO BATTERY IMPRES LI-ION IP68 3000T   4    $148.84   25.0%   $111.63   $446.52      29   PMPN4576A   CHARGER, DESKTOP SINGLE UNIT IMPRES, US/CAN PLUG   4    $87.83   25.0%   $65.87   $263.48      30   PMMN4099DL   AUDIO ACCESSORY- REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL   4    $152.54   20.01%   $122.02   $488.08         APX™ 8000 Series   OES APX8000 TriBand            31   H91TGD9PW7AN   PORTABLE RADIO APX 8000 ALL BAND MODEL 3.5   4    $8,651.00   27.0%   $6,315.23   $25,260.92      31a   Q806CB   ADD: ASTRO DIGITAL CAI OPERATION   4    $607.00   27.0%   $443.11   $1,772.44      31b   Q361AN   ADD: P25 9600 BAUD TRUNKING   4    $353.00   27.0%   $257.69   $1,030.76      31c   QA00580AA   ADD: TDMA OPERATION   4    $530.00   27.0%   $386.90   $1,547.60      31d   Q887AU   ADD: 5Y ESSENTIAL SERVICE   4    $306.00   0.0%   $306.00   $1,224.00      31e   QA09008AA   ADD: GROUP SERVICES   4    $177.00   27.0%   $129.21   $516.84        QUOTE-2970418Palo Alto - RUA Radio UpgradesPolice     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 7   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 46  Packet Pg. 61 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Disc %   Sale Price   Ext. Sale Price      31f   QA09007AA   ADD: OUT OF THE BOX WIFI PROVISIONING   4    $0.00   0.0%   $0.00   $0.00      31g   QA09001AB   ADD: WIFI CAPABILITY   4    $353.00   27.0%   $257.69   $1,030.76      31h   Q498AU   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   4    $871.00   27.0%   $635.83   $2,543.32      31i   H38BS   ADD: SMARTZONE OPERATION   4    $1,766.00   27.0%   $1,289.18   $5,156.72      31j   QA07682AA   ADD: SMARTCONNECT   4    $0.00   0.0%   $0.00   $0.00      31k   QA09113AB   ADD: BASELINE RELEASE SW   4    $0.00   0.0%   $0.00   $0.00      31l   G996AP   ADD: PROGRAMMING OVER P25 (OTAP)   4    $118.00   27.0%   $86.14   $344.56      31m   Q629AH   SOFTWARE LICENSE ENH: AES ENCRYPTION AND ADP   4    $560.00   27.0%   $408.80   $1,635.20      32   PMNN4486A   PORTABLE RADIO BATTERY IMPRES 2 LI- ION R IP68 3400T   4    $207.10   25.0%   $155.33   $621.32      33   NNTN8860B   CHARGER, DESKTOP SINGLE UNIT IMPRES 2, FAST US/NA   4    $199.56   25.0%   $149.67   $598.68      34   PMMN4099DL   AUDIO ACCESSORY- REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL   4    $152.54   20.01%   $122.02   $488.08      35   PMMN4142A   XVP730 REMOTE SPEAKER MICROPHONE NO CHANNEL KNOB, FOR APX N RADIOS   116    $520.00   20.01%   $415.95   $48,250.20      36   PMNN4486A   PORTABLE RADIO BATTERY IMPRES 2 LI- ION R IP68 3400T   45    $207.10   25.0%   $155.33   $6,989.85      37   PMNN4504A   PORTABLE RADIO BATTERY IMPRES 2 LI- ION UL2054 DIV2 R IP68 3400T   90    $245.21   25.0%   $183.91   $16,551.90        QUOTE-2970418Palo Alto - RUA Radio UpgradesPolice     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 8   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 47  Packet Pg. 62 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Disc %   Sale Price   Ext. Sale Price      38   PMNN4448B   PORTABLE RADIO BATTERY IMPRES LI-ION IP68 2800T   90    $160.97   25.0%   $120.73   $10,865.70         APX™ 900   Public Works APX900 7_800             39   H92UCH9PW7AN   PORTABLE RADIO APX 900 7/800 MHZ MODEL 3   56    $2,479.00   27.0%   $1,809.67   $101,341.52      39a   G996AZ   ADD: PROGRAMMING OVER P25 (OTAP)   56    $118.00   27.0%   $86.14   $4,823.84      39b   Q887AT   ADD: 5Y ESSENTIAL SERVICE   56    $222.00   0.0%   $222.00   $12,432.00      39c   QA04096AA   SOFTWARE LICENSE ENH: P25 TRUNKING   56    $1,259.00   27.0%   $919.07   $51,467.92      39d   QA09008AA   ADD: GROUP SERVICES   56    $177.00   27.0%   $129.21   $7,235.76      39e   QA06653AA   SOFTWARE LICENSE ENH: AES 256 SW ENCRYPTION AND ADP   56    $383.00   27.0%   $279.59   $15,657.04      39f   H869CQ   ADD: MULTIKEY   56    $89.00   27.0%   $64.97   $3,638.32      39g   QA00580AF   ADD: TDMA OPERATION   56    $530.00   27.0%   $386.90   $21,666.40      39h   QA09113AB   ADD: BASELINE RELEASE SW   56    $0.00   0.0%   $0.00   $0.00      40   PMNN4493A   PORTABLE RADIO BATTERY IMPRES LI-ION IP68 3000T   4    $148.84   25.0%   $111.63   $446.52      41   PMPN4576A   CHARGER, DESKTOP SINGLE UNIT IMPRES, US/CAN PLUG   4    $87.83   25.0%   $65.87   $263.48      42   PMMN4099DL   AUDIO ACCESSORY- REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL   4    $152.54   20.01%   $122.02   $488.08         APX™ 900   Utilities APX900 7_800            43   H92UCH9PW7AN   PORTABLE RADIO APX 900 7/800 MHZ MODEL 3   52    $2,479.00   27.0%   $1,809.67   $94,102.84      43a   G996AZ   ADD: PROGRAMMING OVER P25 (OTAP)   52    $118.00   27.0%   $86.14   $4,479.28        QUOTE-2970418Palo Alto - RUA Radio UpgradesPolice     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 9   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 48  Packet Pg. 63 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Disc %   Sale Price   Ext. Sale Price      43b   Q887AT   ADD: 5Y ESSENTIAL SERVICE   52    $222.00   0.0%   $222.00   $11,544.00      43c   QA04096AA   SOFTWARE LICENSE ENH: P25 TRUNKING   52    $1,259.00   27.0%   $919.07   $47,791.64      43d   QA09008AA   ADD: GROUP SERVICES   52    $177.00   27.0%   $129.21   $6,718.92      43e   QA06653AA   SOFTWARE LICENSE ENH: AES 256 SW ENCRYPTION AND ADP   52    $383.00   27.0%   $279.59   $14,538.68      43f   H869CQ   ADD: MULTIKEY   52    $89.00   27.0%   $64.97   $3,378.44      43g   QA00580AF   ADD: TDMA OPERATION   52    $530.00   27.0%   $386.90   $20,118.80      43h   QA09113AB   ADD: BASELINE RELEASE SW   52    $0.00   0.0%   $0.00   $0.00      44   PMNN4493A   PORTABLE RADIO BATTERY IMPRES LI-ION IP68 3000T   4    $148.84   25.0%   $111.63   $446.52      45   PMPN4576A   CHARGER, DESKTOP SINGLE UNIT IMPRES, US/CAN PLUG   4    $87.83   25.0%   $65.87   $263.48      46   PMMN4099DL   AUDIO ACCESSORY- REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL   4    $152.54   20.01%   $122.02   $488.08         APX™ Consolette             47   L37TSS9PW1CN   ALL BAND CONSOLETTE CN   3    $11,053.00   27.0%   $8,068.69   $24,206.07      47a   GA09001AC   ADD: WI-FI CAPABILITY CONSOLETTE   3    $412.00   27.0%   $300.76   $902.28      47b   L998AB   ADD: LIMITED FRONT PANEL W/CLOCK/VU   3    $565.00   27.0%   $412.45   $1,237.35      47c   G996AS   SOFTWARE LICENSE ENH: OVER THE AIR PROVISIONING   3    $118.00   27.0%   $86.14   $258.42      47d   GA00250AA   ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT LOW LOSS PFP-100A/ 240, QMA   3    $118.00   27.0%   $86.14   $258.42        QUOTE-2970418Palo Alto - RUA Radio UpgradesPolice     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 10   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 49  Packet Pg. 64 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Disc %   Sale Price   Ext. Sale Price      47e   HA00694AA   ADD: 7Y ESSENTIAL SERVICE HTM   3    $604.80   0.0%   $604.80   $1,814.40      47f   GA00580AA   ADD: TDMA OPERATION   3    $530.00   27.0%   $386.90   $1,160.70      47g   GA01513AB   ADD: ALL BAND MOBILE ANTENNA (7/8/V/U)   3    $112.00   27.0%   $81.76   $245.28      47h   CA01598AB   ADD: AC LINE CORD US   3    $0.00   0.0%   $0.00   $0.00      47i   G51AT   SOFTWARE LICENSE ENH:SMARTZONE   3    $1,766.00   27.0%   $1,289.18   $3,867.54      47j   GA05508AA   DEL: DELETE VHF BAND   3    -$800.00   0.0%   -$584.00   -$1,752.00      47k   G298AS   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   3    $871.00   27.0%   $635.83   $1,907.49      47l   G843AH   ADD: AES ENCRYPTION AND ADP   3    $560.00   27.0%   $408.80   $1,226.40      47m   QA03399AA   ADD: ENHANCED DATA APX   3    $177.00   27.0%   $129.21   $387.63      47n   G806BL   SOFTWARE LICENSE ENH: ASTRO DIGITAL CAI OP APX   3    $607.00   27.0%   $443.11   $1,329.33      47o   QA09113AB   ADD: BASELINE RELEASE SW   3    $0.00   0.0%   $0.00   $0.00      47p   GA01630AA   ADD: SMARTCONNECT   3    $0.00   0.0%   $0.00   $0.00      47q   G361AH   SOFTWARE LICENSE ENH: P25 TRUNKING SOFTWARE APX   3    $353.00   27.0%   $257.69   $773.07      48   HKN6243A   BRACKET,APX CONSOLETTE WALL MOUNT BRACKET KIT   1    $64.00   27.0%   $46.72   $46.72      49   HKN6233C   MOBILE RADIO APX CONSOLETTE RACK MOUNT KIT   1    $214.00   27.0%   $156.22   $156.22     Subtotal  $2,749,195.41   Estimated Tax   $248,699.42    Grand Total  $2,997,894.83(USD)     Notes:    QUOTE-2970418Palo Alto - RUA Radio UpgradesPolice     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 11   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 50  Packet Pg. 65 of 1140  ●   The Pricing Summary is a breakdown of costs and does not reflect the frequency at which you will be invoiced.         ●       Additional information is required for one or more items on the quote for an order.     Motorola's quote (Quote Number: ________________ Dated: ____________ ) is based on and subject to the terms andconditions of the valid and executed written contract between Customer and Motorola (the "UnderlyingAgreement") that authorizes Customer to purchase equipment and/or services or license software (collectively"Products"). If no Underlying Agreement exists between Motorola and Customer, then the following Motorola'sStandard Terms of use and Purchase Terms and Conditions govern the purchase of the Products which is foundat http://www.motorolasolutions.com/product-terms. The Parties hereby enter into this Agreement as of the Effective Date.  Motorola Solutions, Inc.   Customer   By: ______________________________   By: ______________________________   Name: ___________________________    Name: ____________________________   Title: ____________________________   Title: ____________________________   Date: ____________________________   Date: ____________________________        QUOTE-2970418Palo Alto - RUA Radio UpgradesPolice     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 12   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 51  Packet Pg. 66 of 1140       QUOTE-2970418 Palo Alto - RUA Radio Upgrades Police     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 13   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 52  Packet Pg. 67 of 1140  Purchase Order Checklist NA OM Marked as PO/ Contract/ Notice to Proceed on Company Letterhead (PO will not be processed without this) PO Number/ Contract Number PO Date Vendor = Motorola Solutions, Inc. Payment (Billing) Terms/ State Contract Number Bill-To Name on PO must be equal to the Legal Bill-To Name Bill-To Address Ship-To Address (If we are shipping to a MR location, it must be documented on PO) Ultimate Address (If the Ship-To address is the MR location then the Ultimate Destination address must be documented on PO ) PO Amount must be equal to or greater than Order Total Non-Editable Format (Word/ Excel templates cannot be accepted) Tax Exemption Status Signatures (As required) NOTE:When an email order is submitted a confirmation is sent from Motorola AutoNotify referencing a case number. Once checklist is complete, order still must go through Order Validation/Credit Approval     Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 53  Packet Pg. 68 of 1140   Billing Address: PALO ALTO, CITY OF  750 HAMILTON RD  PALO ALTO, CA 94301  US      Shipping Address: PALO ALTO, CITY OF  3201 EAST BAYSHORE RD  PALO ALTO, CA 94301  US     Christopher Chamberlain Chris.Chamberlain1@ motorolasolutions.com End Customer: PALO ALTO, CITY OF  Nicole  Frazier   Nicole.Frazier@CityofPaloAlto.org  650.329.2331         Contract:  SVRIA - R2020-02 Payment Terms:30 NET   Summary: Any sales transaction resulting from Motorola's quote is based on and subject to the applicable Motorola Standard Terms and Conditions, notwithstanding terms and conditions on purchase orders or other Customer ordering documents. Motorola Standard Terms and Conditions are found at www.motorolasolutions.com/product-terms.  Line #   Item Number   Description   Qty   Term   List Price   Sale Price   Ext. Sale Price         APX™ 8000 Series   Fire Dept APX8000XE Dual Band            1   H91TGD9PW7AN   PORTABLE RADIO APX 8000 ALL BAND MODEL 3.5   75    $8,651.00   $6,315.23   $473,642.25      1a   Q806CB   ADD: ASTRO DIGITAL CAI OPERATION   75    $607.00   $443.11   $33,233.25      1b   Q361AN   ADD: P25 9600 BAUD TRUNKING   75    $353.00   $257.69   $19,326.75      1c   QA02006AC   PORTABLE RADIO ENH: APX8000XE RUGGED RADIO   75    $942.00   $687.66   $51,574.50      1d   QA05509AA   DEL: DELETE UHF BAND   75    -$800.00   -$584.00   -$43,800.00      1e   H38BS   ADD: SMARTZONE OPERATION   75    $1,766.00   $1,289.18   $96,688.50      1f   QA09113AB   ADD: BASELINE RELEASE SW   75    $0.00   $0.00   $0.00      1g   QA01427AG   ALT: APX8000/XE HOUSING GREEN   75    $30.00   $21.90   $1,642.50        QUOTE-2970420Palo Alto - RUA Radio UpgradesFire     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 1   Quote Date:10/02/2025 Expiration Date:03/22/2026 Quote Created By: Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 54  Packet Pg. 69 of 1140  Line # Item Number Description Qty Term   List Price Sale Price Ext. Sale Price   1h Q887AU   ADD: 5Y ESSENTIAL SERVICE   75 $306.00 $306.00 $22,950.00 1i Q498AU   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   75 $871.00 $635.83 $47,687.25 1j Q629AH   SOFTWARE LICENSE ENH: AES ENCRYPTION AND ADP   75 $560.00 $408.80 $30,660.00 1k QA00580AA   ADD: TDMA OPERATION   75 $530.00 $386.90 $29,017.50 1l QA09007AA   ADD: OUT OF THE BOX WIFI PROVISIONING   75 $0.00 $0.00 $0.00 1m QA09001AB   ADD: WIFI CAPABILITY   75 $353.00 $257.69 $19,326.75 1n QA07682AA   ADD: SMARTCONNECT   75 $0.00 $0.00 $0.00 1o G996AP   ADD: PROGRAMMING OVER P25 (OTAP)   75 $118.00 $86.14 $6,460.50 2 PMNN4504A   PORTABLE RADIO BATTERY IMPRES 2 LI-ION UL2054 DIV2 R IP68 3400T   75 $245.21 $183.91 $13,793.25 3 NNTN8860B   CHARGER, DESKTOP SINGLE UNIT IMPRES 2, FAST US/NA   38 $199.56 $149.67 $5,687.46 APX™ 8000 Series   Fire Dept APX8000XE Tri Band   4 H91TGD9PW7AN   PORTABLE RADIO APX 8000 ALL BAND MODEL 3.5   12 $8,651.00 $6,315.23 $75,782.76 4a Q806CB   ADD: ASTRO DIGITAL CAI OPERATION   12 $607.00 $443.11 $5,317.32 4b Q361AN   ADD: P25 9600 BAUD TRUNKING   12 $353.00 $257.69 $3,092.28 4c QA02006AC   PORTABLE RADIO ENH: APX8000XE RUGGED RADIO   12 $942.00 $687.66 $8,251.92 4d H38BS   ADD: SMARTZONE OPERATION   12 $1,766.00 $1,289.18 $15,470.16 4e QA09113AB   ADD: BASELINE RELEASE SW   12 $0.00 $0.00 $0.00 4f QA01427AG   ALT: APX8000/XE HOUSING GREEN   12 $30.00 $21.90 $262.80 4g Q887AU   ADD: 5Y ESSENTIAL SERVICE   12 $306.00 $306.00 $3,672.00 QUOTE-2970420Palo Alto - RUA Radio UpgradesFire Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 2 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 55  Packet Pg. 70 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Sale Price   Ext. Sale Price      4h   Q498AU   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   12    $871.00   $635.83   $7,629.96      4i   Q629AH   SOFTWARE LICENSE ENH: AES ENCRYPTION AND ADP   12    $560.00   $408.80   $4,905.60      4j   QA00580AA   ADD: TDMA OPERATION   12    $530.00   $386.90   $4,642.80      4k   QA09001AB   ADD: WIFI CAPABILITY   12    $353.00   $257.69   $3,092.28      4l   QA07682AA   ADD: SMARTCONNECT   12    $0.00   $0.00   $0.00      4m   G996AP   ADD: PROGRAMMING OVER P25 (OTAP)   12    $118.00   $86.14   $1,033.68      5   PMNN4504A   PORTABLE RADIO BATTERY IMPRES 2 LI-ION UL2054 DIV2 R IP68 3400T   12    $245.21   $183.91   $2,206.92      6   NNTN8860B   CHARGER, DESKTOP SINGLE UNIT IMPRES 2, FAST US/NA   6    $199.56   $149.67   $898.02         APX™ 8500   Fire Dept APX8500 Dual Band            7   M37TSS9PW1CN   APX8500 ALL BAND MP MOBILE   27    $6,558.00   $4,787.34   $129,258.18      7a   GA09008AA   ADD: GROUP SERVICES   27    $177.00   $129.21   $3,488.67      7b   GA09007AA   ADD: OUT OF THE BOX WIFI PROVISIONING   27    $0.00   $0.00   $0.00      7c   GA00318AF   ENH: 5 YEAR ESSENTIAL SVC   27    $480.00   $480.00   $12,960.00      7d   G996AS   SOFTWARE LICENSE ENH: OVER THE AIR PROVISIONING   27    $118.00   $86.14   $2,325.78      7e   GA00250AA   ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT LOW LOSS PFP-100A/240, QMA   27    $118.00   $86.14   $2,325.78      7f   GA00580AA   ADD: TDMA OPERATION   27    $530.00   $386.90   $10,446.30      7g   GA01513AB   ADD: ALL BAND MOBILE ANTENNA (7/8/V/U)   27    $112.00   $81.76   $2,207.52      7h   G51AT   SOFTWARE LICENSE ENH:SMARTZONE   27    $1,766.00   $1,289.18   $34,807.86      7i   GA05509AA   DEL: DELETE UHF BAND   27    -$800.00   -$584.00   -$15,768.00      7j   GA09001AA   ADD: WI-FI CAPABILITY   27    $353.00   $257.69   $6,957.63        QUOTE-2970420Palo Alto - RUA Radio UpgradesFire     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 3   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 56  Packet Pg. 71 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Sale Price   Ext. Sale Price      7k   G298AS   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   27    $871.00   $635.83   $17,167.41      7l   B18CR   ADD: AUXILIARY SPKR 7.5 WATT APX   27    $71.00   $51.83   $1,399.41      7m   G843AH   ADD: AES ENCRYPTION AND ADP   27    $560.00   $408.80   $11,037.60      7n   G444AH   ADD: APX CONTROL HEAD SOFTWARE   27    $0.00   $0.00   $0.00      7o   G67EH   ADD: REMOTE MOUNT E5 MP   27    $350.00   $255.50   $6,898.50      7p   GA01517AA   DEL: NO J600 ADAPTER CABLE NEEDED   27    $0.00   $0.00   $0.00      7q   G806BL   SOFTWARE LICENSE ENH: ASTRO DIGITAL CAI OP APX   27    $607.00   $443.11   $11,963.97      7r   GA01670AA   ADD: APX E5 CONTROL HEAD   27    $767.00   $559.91   $15,117.57      7s   W22BA   ADD: STD PALM MICROPHONE APX   27    $85.00   $62.05   $1,675.35      7t   QA09113AB   ADD: BASELINE RELEASE SW   27    $0.00   $0.00   $0.00      7u   GA01630AA   ADD: SMARTCONNECT   27    $0.00   $0.00   $0.00      7v   G361AH   SOFTWARE LICENSE ENH: P25 TRUNKING SOFTWARE APX   27    $353.00   $257.69   $6,957.63         APX™ 8500   Rangers APX8500 Dual Band            8   M37TSS9PW1CN   APX8500 ALL BAND MP MOBILE   5    $6,558.00   $4,787.34   $23,936.70      8a   GA09008AA   ADD: GROUP SERVICES   5    $177.00   $129.21   $646.05      8b   GA09007AA   ADD: OUT OF THE BOX WIFI PROVISIONING   5    $0.00   $0.00   $0.00      8c   GA00318AF   ENH: 5 YEAR ESSENTIAL SVC   5    $480.00   $480.00   $2,400.00      8d   G996AS   SOFTWARE LICENSE ENH: OVER THE AIR PROVISIONING   5    $118.00   $86.14   $430.70        QUOTE-2970420Palo Alto - RUA Radio UpgradesFire     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 4   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 57  Packet Pg. 72 of 1140  Line # Item Number Description Qty Term   List Price Sale Price Ext. Sale Price   8e GA00250AA   ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT LOW LOSS PFP-100A/240, QMA   5 $118.00 $86.14 $430.70 8f GA00580AA   ADD: TDMA OPERATION   5 $530.00 $386.90 $1,934.50 8g GA01513AB   ADD: ALL BAND MOBILE ANTENNA (7/8/V/U)   5 $112.00 $81.76 $408.80 8h G51AT   SOFTWARE LICENSE ENH:SMARTZONE   5 $1,766.00 $1,289.18 $6,445.90 8i GA05509AA   DEL: DELETE UHF BAND   5 -$800.00 -$584.00 -$2,920.00 8j GA09001AA   ADD: WI-FI CAPABILITY   5 $353.00 $257.69 $1,288.45 8k G298AS   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   5 $871.00 $635.83 $3,179.15 8l B18CR   ADD: AUXILIARY SPKR 7.5 WATT APX   5 $71.00 $51.83 $259.15 8m G444AH   ADD: APX CONTROL HEAD SOFTWARE   5 $0.00 $0.00 $0.00 8n G67EH   ADD: REMOTE MOUNT E5 MP   5 $350.00 $255.50 $1,277.50 8o GA01517AA   DEL: NO J600 ADAPTER CABLE NEEDED   5 $0.00 $0.00 $0.00 8p G806BL   SOFTWARE LICENSE ENH: ASTRO DIGITAL CAI OP APX   5 $607.00 $443.11 $2,215.55 8q GA01670AA   ADD: APX E5 CONTROL HEAD   5 $767.00 $559.91 $2,799.55 8r W22BA   ADD: STD PALM MICROPHONE APX   5 $85.00 $62.05 $310.25 8s QA09113AB   ADD: BASELINE RELEASE SW   5 $0.00 $0.00 $0.00 8t GA01630AA   ADD: SMARTCONNECT   5 $0.00 $0.00 $0.00 8u G193AK   ADD: ADP ONLY (NON-P25 CAP COMPLIANT) (US ONLY)   5 $0.00 $0.00 $0.00 8v G361AH   SOFTWARE LICENSE ENH: P25 TRUNKING SOFTWARE APX   5 $353.00 $257.69 $1,288.45 APX™ 8500   Fire Dept APX8500 Tri Band   QUOTE-2970420Palo Alto - RUA Radio UpgradesFire Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 5 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 58  Packet Pg. 73 of 1140  Line # Item Number Description Qty Term   List Price Sale Price Ext. Sale Price   9 M37TSS9PW1CN   APX8500 ALL BAND MP MOBILE   6 $6,558.00 $4,787.34 $28,724.04 9a GA09008AA   ADD: GROUP SERVICES   6 $177.00 $129.21 $775.26 9b GA09007AA   ADD: OUT OF THE BOX WIFI PROVISIONING   6 $0.00 $0.00 $0.00 9c GA00318AF   ENH: 5 YEAR ESSENTIAL SVC   6 $480.00 $480.00 $2,880.00 9d G996AS   SOFTWARE LICENSE ENH: OVER THE AIR PROVISIONING   6 $118.00 $86.14 $516.84 9e GA00250AA   ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT LOW LOSS PFP-100A/240, QMA   6 $118.00 $86.14 $516.84 9f GA00580AA   ADD: TDMA OPERATION   6 $530.00 $386.90 $2,321.40 9g GA01513AB   ADD: ALL BAND MOBILE ANTENNA (7/8/V/U)   6 $112.00 $81.76 $490.56 9h G51AT   SOFTWARE LICENSE ENH:SMARTZONE   6 $1,766.00 $1,289.18 $7,735.08 9i GA09001AA   ADD: WI-FI CAPABILITY   6 $353.00 $257.69 $1,546.14 9j G298AS   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   6 $871.00 $635.83 $3,814.98 9k B18CR   ADD: AUXILIARY SPKR 7.5 WATT APX   6 $71.00 $51.83 $310.98 9l G843AH   ADD: AES ENCRYPTION AND ADP   6 $560.00 $408.80 $2,452.80 9m G444AH   ADD: APX CONTROL HEAD SOFTWARE   6 $0.00 $0.00 $0.00 9n G67EH   ADD: REMOTE MOUNT E5 MP   6 $350.00 $255.50 $1,533.00 9o GA01517AA   DEL: NO J600 ADAPTER CABLE NEEDED   6 $0.00 $0.00 $0.00 9p G806BL   SOFTWARE LICENSE ENH: ASTRO DIGITAL CAI OP APX   6 $607.00 $443.11 $2,658.66 9q GA01670AA   ADD: APX E5 CONTROL HEAD   6 $767.00 $559.91 $3,359.46 9r W22BA   ADD: STD PALM MICROPHONE APX   6 $85.00 $62.05 $372.30 QUOTE-2970420Palo Alto - RUA Radio UpgradesFire Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 6 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 59  Packet Pg. 74 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Sale Price   Ext. Sale Price      9s   QA09113AB   ADD: BASELINE RELEASE SW   6    $0.00   $0.00   $0.00      9t   GA01630AA   ADD: SMARTCONNECT   6    $0.00   $0.00   $0.00      9u   G361AH   SOFTWARE LICENSE ENH: P25 TRUNKING SOFTWARE APX   6    $353.00   $257.69   $1,546.14         APX™ 8500   OES APX8500 Tri Band           10   M37TSS9PW1CN   APX8500 ALL BAND MP MOBILE   9    $6,558.00   $4,787.34   $43,086.06      10a   GA09008AA   ADD: GROUP SERVICES   9    $177.00   $129.21   $1,162.89      10b   GA09007AA   ADD: OUT OF THE BOX WIFI PROVISIONING   9    $0.00   $0.00   $0.00      10c   GA00318AF   ENH: 5 YEAR ESSENTIAL SVC   9    $480.00   $480.00   $4,320.00      10d   G996AS   SOFTWARE LICENSE ENH: OVER THE AIR PROVISIONING   9    $118.00   $86.14   $775.26      10e   GA00250AA   ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT LOW LOSS PFP-100A/240, QMA   9    $118.00   $86.14   $775.26      10f   GA00580AA   ADD: TDMA OPERATION   9    $530.00   $386.90   $3,482.10      10g   GA01513AB   ADD: ALL BAND MOBILE ANTENNA (7/8/V/U)   9    $112.00   $81.76   $735.84      10h   G51AT   SOFTWARE LICENSE ENH:SMARTZONE   9    $1,766.00   $1,289.18   $11,602.62      10i   GA09001AA   ADD: WI-FI CAPABILITY   9    $353.00   $257.69   $2,319.21      10j   G298AS   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   9    $871.00   $635.83   $5,722.47      10k   B18CR   ADD: AUXILIARY SPKR 7.5 WATT APX   9    $71.00   $51.83   $466.47      10l   G843AH   ADD: AES ENCRYPTION AND ADP   9    $560.00   $408.80   $3,679.20      10m   G444AH   ADD: APX CONTROL HEAD SOFTWARE   9    $0.00   $0.00   $0.00      10n   G67EH   ADD: REMOTE MOUNT E5 MP   9    $350.00   $255.50   $2,299.50      10o   GA01517AA   DEL: NO J600 ADAPTER CABLE NEEDED   9    $0.00   $0.00   $0.00        QUOTE-2970420Palo Alto - RUA Radio UpgradesFire     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 7   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 60  Packet Pg. 75 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Sale Price   Ext. Sale Price      10p   G806BL   SOFTWARE LICENSE ENH: ASTRO DIGITAL CAI OP APX   9    $607.00   $443.11   $3,987.99      10q   GA01670AA   ADD: APX E5 CONTROL HEAD   9    $767.00   $559.91   $5,039.19      10r   W22BA   ADD: STD PALM MICROPHONE APX   9    $85.00   $62.05   $558.45      10s   QA09113AB   ADD: BASELINE RELEASE SW   9    $0.00   $0.00   $0.00      10t   GA01630AA   ADD: SMARTCONNECT   9    $0.00   $0.00   $0.00      10u   G361AH   SOFTWARE LICENSE ENH: P25 TRUNKING SOFTWARE APX   9    $353.00   $257.69   $2,319.21         APX™ 4500 Enhanced   Fire Dept APX4500 7 800           11   M22URS9PW1BN   MOBILE RADIO APX4500 ENHANCED 7/800 MHZ   8    $2,356.00   $1,719.88   $13,759.04      11a   GA00250AA   ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT LOW LOSS PFP-100A/240, QMA   8    $118.00   $86.14   $689.12      11b   G66BF   ADD: DASH MOUNT O2 APXM   8    $148.00   $108.04   $864.32      11c   QA02812AE   ADD: P25 9600 TRUNKING W/ INTEROPERABILITY   8    $2,436.00   $1,778.28   $14,226.24      11d   B18CR   ADD: AUXILIARY SPKR 7.5 WATT APX   8    $71.00   $51.83   $414.64      11e   GA00804AA   ADD: APX O2 CH (GREY)   8    $579.00   $422.67   $3,381.36      11f   G444AH   ADD: APX CONTROL HEAD SOFTWARE   8    $0.00   $0.00   $0.00      11g   G335AW   ADD: ANT 1/4 WAVE 762-870MHZ   8    $16.00   $11.68   $93.44      11h   W22BA   ADD: STD PALM MICROPHONE APX   8    $85.00   $62.05   $496.40      11i   QA09113AB   ADD: BASELINE RELEASE SW   8    $0.00   $0.00   $0.00      11j   GA00318AC   ENH: 5 YEAR ESSENTIAL SVC   8    $360.00   $360.00   $2,880.00      11k   GA09008AA   ADD: GROUP SERVICES   8    $177.00   $129.21   $1,033.68      11l   G996AS   SOFTWARE LICENSE ENH: OVER THE AIR PROVISIONING   8    $118.00   $86.14   $689.12        QUOTE-2970420Palo Alto - RUA Radio UpgradesFire     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 8   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 61  Packet Pg. 76 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Sale Price   Ext. Sale Price      11m   GA00580AA   ADD: TDMA OPERATION   8    $530.00   $386.90   $3,095.20      11n   GA01576AB   ADD: SMA TO QMA ADAPTER   8    $22.00   $16.06   $128.48      11o   G843AH   ADD: AES ENCRYPTION AND ADP   8    $560.00   $408.80   $3,270.40      11p   G298AS   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   8    $871.00   $635.83   $5,086.64         APX™ 4500 Enhanced   Utilities APX4500 7800           12   M22URS9PW1BN   MOBILE RADIO APX4500 ENHANCED 7/800 MHZ   73    $2,356.00   $1,719.88   $125,551.24      12a   GA00250AA   ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT LOW LOSS PFP-100A/240, QMA   73    $118.00   $86.14   $6,288.22      12b   G66BF   ADD: DASH MOUNT O2 APXM   73    $148.00   $108.04   $7,886.92      12c   QA02812AE   ADD: P25 9600 TRUNKING W/ INTEROPERABILITY   73    $2,436.00   $1,778.28   $129,814.44      12d   B18CR   ADD: AUXILIARY SPKR 7.5 WATT APX   73    $71.00   $51.83   $3,783.59      12e   GA00804AA   ADD: APX O2 CH (GREY)   73    $579.00   $422.67   $30,854.91      12f   G444AH   ADD: APX CONTROL HEAD SOFTWARE   73    $0.00   $0.00   $0.00      12g   G335AW   ADD: ANT 1/4 WAVE 762-870MHZ   73    $16.00   $11.68   $852.64      12h   W22BA   ADD: STD PALM MICROPHONE APX   73    $85.00   $62.05   $4,529.65      12i   QA09113AB   ADD: BASELINE RELEASE SW   73    $0.00   $0.00   $0.00      12j   GA00318AC   ENH: 5 YEAR ESSENTIAL SVC   73    $360.00   $360.00   $26,280.00      12k   GA09008AA   ADD: GROUP SERVICES   73    $177.00   $129.21   $9,432.33      12l   G996AS   SOFTWARE LICENSE ENH: OVER THE AIR PROVISIONING   73    $118.00   $86.14   $6,288.22      12m   GA00580AA   ADD: TDMA OPERATION   73    $530.00   $386.90   $28,243.70      12n   GA09001AA   ADD: WI-FI CAPABILITY   73    $353.00   $257.69   $18,811.37      12o   G843AH   ADD: AES ENCRYPTION AND ADP   73    $560.00   $408.80   $29,842.40        QUOTE-2970420Palo Alto - RUA Radio UpgradesFire     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 9   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 62  Packet Pg. 77 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Sale Price   Ext. Sale Price      12p   G298AS   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   73    $871.00   $635.83   $46,415.59         APX™ NEXT   Fire Dept APX Next Tri Band            13   H55TGT9PW8AN   PORTABLE RADIO APX NEXT; ALL-BAND MODEL 4.5   5    $8,818.00   $6,437.14   $32,185.70      13a   H499KC   ENH: SUBMERSIBLE (DELTA T)   5    $177.00   $129.21   $646.05      13b   H38DA   ADD: SMARTZONE OPERATION   5    $1,412.00   $1,030.76   $5,153.80      13c   Q806CH   ADD: ASTRO DIGITAL CAI OPERATION   5    $607.00   $443.11   $2,215.55      13d   QA09028AA   ADD: VIQI VC RADIO OPERATION   5    $0.00   $0.00   $0.00      13e   QA00580BA   ADD: TDMA OPERATION   5    $530.00   $386.90   $1,934.50      13f   QA09001AM   ADD: WIFI CAPABILITY   5    $353.00   $257.69   $1,288.45      13g   QA09113AA   ADD: BASELINE RELEASE SW   5    $0.00   $0.00   $0.00      13h   Q361CD   ADD: P25 9600 BAUD TRUNKING   5    $353.00   $257.69   $1,288.45      13i   Q629BD   SOFTWARE LICENSE ENH: AES ENCRYPTION AND ADP   5    $560.00   $408.80   $2,044.00      13j   QA09017AA   ADD: LTE WITH ACTIVE SERVICE AT&T US   5    $0.00   $0.00   $0.00      13k   QA09030AB   ADD: MOTOROLA APX HOSTED RADIOCENTRAL*   5    $0.00   $0.00   $0.00      13l   Q498BN   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   5    $871.00   $635.83   $3,179.15      13m   G996AP   ADD: PROGRAMMING OVER P25 (OTAP)   5    $118.00   $86.14   $430.70      13n   Q173CA   ADD: SMARTZONE OMNILINK   5    $0.00   $0.00   $0.00      14   LSV01S03446A   APX NEXT DMS ESSENTIAL   5   5 YEARS   $384.60   $384.60   $1,923.00      15   LSV01S03082A   RADIOCENTRAL PROGRAMMING   5   5 YEARS   $160.20   $160.20   $801.00        QUOTE-2970420Palo Alto - RUA Radio UpgradesFire     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 10   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 63  Packet Pg. 78 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Sale Price   Ext. Sale Price      16   PSV01S02940A   SMARTMAPPING ENABLEMENT   1    $0.00   $0.00   $0.00      17   SSV01S01407A   SMARTPROGRAMMING   5   5 YEARS   $375.00   $375.00   $1,875.00      18   SSV01S01406A   APX NEXT SMARTCONNECT SUBSCRIPTION   5   5 YEARS   $375.00   $375.00   $1,875.00      19   SSV01S01476A   SMARTLOCATE   5   5 YEARS   $375.00   $375.00   $1,875.00      20   SSV01S01907A   SMARTMAPPING   5   5 YEARS   $375.00   $375.00   $1,875.00      21   NNTN9216A   PORTABLE RADIO BATTERY IMPRES 2 LI-ION IP68 4400T   7    $248.05   $186.04   $1,302.28      22   NNTN9199A   CHARGER, DESKTOP SINGLE UNIT IMPRES 2 FAST, US/NA   7    $181.43   $136.07   $952.49      23   PMMN4136B   XVP830 REMOTE SPEAKER MICROPHONE, NO CHANNEL KNOB   7    $520.00   $415.95   $2,911.65      24   PSV03S02465A   APX DMS PROVISIONING PD3*   1    $0.00   $0.00   $0.00      25   PSV01S02944A   PROVISIONING SUPPORT   1    $0.00   $0.00   $0.00         APX™ 8000 Series   Rangers APX8000 Dual Band            26   H91TGD9PW7AN   PORTABLE RADIO APX 8000 ALL BAND MODEL 3.5   11    $8,651.00   $6,315.23   $69,467.53      26a   Q806CB   ADD: ASTRO DIGITAL CAI OPERATION   11    $607.00   $443.11   $4,874.21      26b   Q361AN   ADD: P25 9600 BAUD TRUNKING   11    $353.00   $257.69   $2,834.59      26c   H38BS   ADD: SMARTZONE OPERATION   11    $1,766.00   $1,289.18   $14,180.98      26d   QA09113AB   ADD: BASELINE RELEASE SW   11    $0.00   $0.00   $0.00      26e   Q629AH   SOFTWARE LICENSE ENH: AES ENCRYPTION AND ADP   11    $560.00   $408.80   $4,496.80      26f   QA05509AA   DEL: DELETE UHF BAND   11    -$800.00   -$584.00   -$6,424.00      26g   QA00580AA   ADD: TDMA OPERATION   11    $530.00   $386.90   $4,255.90      26h   QA09008AA   ADD: GROUP SERVICES   11    $177.00   $129.21   $1,421.31        QUOTE-2970420Palo Alto - RUA Radio UpgradesFire     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 11   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 64  Packet Pg. 79 of 1140  Line # Item Number Description Qty Term   List Price Sale Price Ext. Sale Price   26i QA09007AA   ADD: OUT OF THE BOX WIFI PROVISIONING   11 $0.00 $0.00 $0.00 26j QA09001AB   ADD: WIFI CAPABILITY   11 $353.00 $257.69 $2,834.59 26k Q498AU   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   11 $871.00 $635.83 $6,994.13 26l QA07682AA   ADD: SMARTCONNECT   11 $0.00 $0.00 $0.00 26m G996AP   ADD: PROGRAMMING OVER P25 (OTAP)   11 $118.00 $86.14 $947.54 26n Q887AU   ADD: 5Y ESSENTIAL SERVICE   11 $306.00 $306.00 $3,366.00 27 PMNN4486A   PORTABLE RADIO BATTERY IMPRES 2 LI-ION R IP68 3400T   14 $207.10 $155.33 $2,174.62 28 NNTN8860B   CHARGER, DESKTOP SINGLE UNIT IMPRES 2, FAST US/NA   6 $199.56 $149.67 $898.02 29 PMMN4099DL   AUDIO ACCESSORY- REMOTE SPEAKER MICROPHONE,AUDIO ACCESSORY-REMOTE SPEAKER MICROPHONE,IP68 REMOTE SPEAKER MICROPHONE,3.5MM,UL   11 $152.54 $122.02 $1,342.22 APX™ 8500   OES APX8500 UHF Band   30 M37TSS9PW1CN   APX8500 ALL BAND MP MOBILE   8 $6,558.00 $4,787.34 $38,298.72 30a GA09008AA   ADD: GROUP SERVICES   8 $177.00 $129.21 $1,033.68 30b GA09007AA   ADD: OUT OF THE BOX WIFI PROVISIONING   8 $0.00 $0.00 $0.00 30c GA00318AF   ENH: 5 YEAR ESSENTIAL SVC   8 $480.00 $480.00 $3,840.00 30d G996AS   SOFTWARE LICENSE ENH: OVER THE AIR PROVISIONING   8 $118.00 $86.14 $689.12 30e GA00250AA   ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT LOW LOSS PFP-100A/240, QMA   8 $118.00 $86.14 $689.12 30f GA00580AA   ADD: TDMA OPERATION   8 $530.00 $386.90 $3,095.20 QUOTE-2970420Palo Alto - RUA Radio UpgradesFire Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800 Page 12 Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 65  Packet Pg. 80 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Sale Price   Ext. Sale Price      30g   GA01513AB   ADD: ALL BAND MOBILE ANTENNA (7/8/V/U)   8    $112.00   $81.76   $654.08      30h   G51AT   SOFTWARE LICENSE ENH:SMARTZONE   8    $1,766.00   $1,289.18   $10,313.44      30i   GA05507AA   DEL: DELETE 7/800MHZ BAND   8    -$800.00   -$584.00   -$4,672.00      30j   GA05509AA   DEL: DELETE UHF BAND   8    -$800.00   -$584.00   -$4,672.00      30k   GA09001AA   ADD: WI-FI CAPABILITY   8    $353.00   $257.69   $2,061.52      30l   G298AS   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   8    $871.00   $635.83   $5,086.64      30m   B18CR   ADD: AUXILIARY SPKR 7.5 WATT APX   8    $71.00   $51.83   $414.64      30n   G843AH   ADD: AES ENCRYPTION AND ADP   8    $560.00   $408.80   $3,270.40      30o   G444AH   ADD: APX CONTROL HEAD SOFTWARE   8    $0.00   $0.00   $0.00      30p   G67EH   ADD: REMOTE MOUNT E5 MP   8    $350.00   $255.50   $2,044.00      30q   GA01517AA   DEL: NO J600 ADAPTER CABLE NEEDED   8    $0.00   $0.00   $0.00      30r   G806BL   SOFTWARE LICENSE ENH: ASTRO DIGITAL CAI OP APX   8    $607.00   $443.11   $3,544.88      30s   GA01670AA   ADD: APX E5 CONTROL HEAD   8    $767.00   $559.91   $4,479.28      30t   W22BA   ADD: STD PALM MICROPHONE APX   8    $85.00   $62.05   $496.40      30u   QA09113AB   ADD: BASELINE RELEASE SW   8    $0.00   $0.00   $0.00      30v   GA01630AA   ADD: SMARTCONNECT   8    $0.00   $0.00   $0.00      30w   G361AH   SOFTWARE LICENSE ENH: P25 TRUNKING SOFTWARE APX   8    $353.00   $257.69   $2,061.52      31   HAF4016A   MOBILE ANTENNA, ROOF MOUNT, 1/4 WAVE, 762-870 MHZ   8    $31.00   $24.80   $198.40         APX™ 8500   OES APX8500 VHF Band           32   M37TSS9PW1CN   APX8500 ALL BAND MP MOBILE   8    $6,558.00   $4,787.34   $38,298.72        QUOTE-2970420Palo Alto - RUA Radio UpgradesFire     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 13   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 66  Packet Pg. 81 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Sale Price   Ext. Sale Price      32a   GA09008AA   ADD: GROUP SERVICES   8    $177.00   $129.21   $1,033.68      32b   GA09007AA   ADD: OUT OF THE BOX WIFI PROVISIONING   8    $0.00   $0.00   $0.00      32c   GA00318AF   ENH: 5 YEAR ESSENTIAL SVC   8    $480.00   $480.00   $3,840.00      32d   G996AS   SOFTWARE LICENSE ENH: OVER THE AIR PROVISIONING   8    $118.00   $86.14   $689.12      32e   GA00250AA   ADD: GNSS/BT-WIFI THRU MNT ANT, 17FT LOW LOSS PFP-100A/240, QMA   8    $118.00   $86.14   $689.12      32f   GA00580AA   ADD: TDMA OPERATION   8    $530.00   $386.90   $3,095.20      32g   GA01513AB   ADD: ALL BAND MOBILE ANTENNA (7/8/V/U)   8    $112.00   $81.76   $654.08      32h   G51AT   SOFTWARE LICENSE ENH:SMARTZONE   8    $1,766.00   $1,289.18   $10,313.44      32i   GA05507AA   DEL: DELETE 7/800MHZ BAND   8    -$800.00   -$584.00   -$4,672.00      32j   GA05509AA   DEL: DELETE UHF BAND   8    -$800.00   -$584.00   -$4,672.00      32k   GA09001AA   ADD: WI-FI CAPABILITY   8    $353.00   $257.69   $2,061.52      32l   G298AS   SOFTWARE LICENSE ENH: ASTRO 25 OTAR W/ MULTIKEY   8    $871.00   $635.83   $5,086.64      32m   B18CR   ADD: AUXILIARY SPKR 7.5 WATT APX   8    $71.00   $51.83   $414.64      32n   G444AH   ADD: APX CONTROL HEAD SOFTWARE   8    $0.00   $0.00   $0.00      32o   G67EH   ADD: REMOTE MOUNT E5 MP   8    $350.00   $255.50   $2,044.00      32p   GA01517AA   DEL: NO J600 ADAPTER CABLE NEEDED   8    $0.00   $0.00   $0.00      32q   G806BL   SOFTWARE LICENSE ENH: ASTRO DIGITAL CAI OP APX   8    $607.00   $443.11   $3,544.88      32r   GA01670AA   ADD: APX E5 CONTROL HEAD   8    $767.00   $559.91   $4,479.28      32s   W22BA   ADD: STD PALM MICROPHONE APX   8    $85.00   $62.05   $496.40      32t   QA09113AB   ADD: BASELINE RELEASE SW   8    $0.00   $0.00   $0.00        QUOTE-2970420Palo Alto - RUA Radio UpgradesFire     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 14   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 67  Packet Pg. 82 of 1140   Line #   Item Number   Description   Qty   Term   List Price   Sale Price   Ext. Sale Price      32u   GA01630AA   ADD: SMARTCONNECT   8    $0.00   $0.00   $0.00      32v   G193AK   ADD: ADP ONLY (NON-P25 CAP COMPLIANT) (US ONLY)   8    $0.00   $0.00   $0.00      32w   G361AH   SOFTWARE LICENSE ENH: P25 TRUNKING SOFTWARE APX   8    $353.00   $257.69   $2,061.52      33   HAF4016A   MOBILE ANTENNA, ROOF MOUNT, 1/4 WAVE, 762-870 MHZ   8    $31.00   $24.80   $198.40      34   PMMN4154B   XVE500 DIV 1 REMOTE SPEAKER MIC, HIGH IMPACT GREEN WITH KNOB, UL   87    $800.00   $639.92   $55,673.04      35   H1919A   MOBILE RADIO MULTIPLEXER QMA   47    $294.00   $214.62   $10,087.14      36   HAF4016A   MOBILE ANTENNA, ROOF MOUNT, 1/4 WAVE, 762-870 MHZ   47    $31.00   $24.80   $1,165.60      37   HAD4021A   MOBILE ANTENNA, WIDEBAND, 136-174 MHZ   47    $69.34   $55.47   $2,607.09      38   HAE6016A   MOBILE ANTENNA, LOW PROFILE, 450-512 MHZ   15    $118.00   $94.39   $1,415.85      39   NNTN7616D   CHARGER, VEHICULAR IMPRES 12VDC HARDWIRE   60    $483.04   $362.28   $21,736.80     Subtotal  $2,345,267.43   Estimated Tax   $214,005.65    Grand Total  $2,559,273.08(USD)     Notes: ●   The Pricing Summary is a breakdown of costs and does not reflect the frequency at which you will be invoiced.         ●       Additional information is required for one or more items on the quote for an order.     Motorola's quote (Quote Number: ________________ Dated: ____________ ) is based on and subject to the terms andconditions of the valid and executed written contract between Customer and Motorola (the "UnderlyingAgreement") that authorizes Customer to purchase equipment and/or services or license software (collectively"Products"). If no Underlying Agreement exists between Motorola and Customer, then the following Motorola's    QUOTE-2970420Palo Alto - RUA Radio UpgradesFire     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 15   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 68  Packet Pg. 83 of 1140  Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products which is foundat http://www.motorolasolutions.com/product-terms. The Parties hereby enter into this Agreement as of the Effective Date.  Motorola Solutions, Inc.   Customer   By: ______________________________   By: ______________________________   Name: ___________________________    Name: ____________________________   Title: ____________________________   Title: ____________________________   Date: ____________________________   Date: ____________________________        QUOTE-2970420Palo Alto - RUA Radio UpgradesFire     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 16   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 69  Packet Pg. 84 of 1140       QUOTE-2970420 Palo Alto - RUA Radio Upgrades Fire     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 17   Exhibit AItem 4 Attachment A - Resolution Making Required Findings and Approving Motorola Lease Agreement (including the Lease Agreement itself)        Item 4: Staff Report Pg. 70  Packet Pg. 85 of 1140  8 0 6 4 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Utilities Meeting Date: March 16, 2026 Report #:2508-5117 TITLE Adoption of a Resolution Approving Edison Electric Institute Master Power Purchase and Sale Agreements with NRG Business Marketing LLC, DRW Energy Trading LLC, and Dynasty Power Inc., (collectively the “Master Agreements”), Delegating Authority to the City Manager to Transact Under the Master Agreements for Electricity-Related Commodities and Services, and Updating the City’s Standard Form Edison Electric Institute Master Power Purchase and Sale Agreement; CEQA status: not a project under CEQA Guidelines sections 15378(a) RECOMMENDATION Staff recommends that Council adopt a Resolution (Attachment A): (a) Approving the Edison Electric Institute (EEI) Master Power Purchase and Sale Agreements with NRG Business Marketing LLC (NRG), DRW Energy Trading LLC (DRW), and Dynasty Power Inc. (Dynasty) (Exhibits A, B, and C to Attachment A); (b) Delegating authority to the City Manager or their designee, the Director of Utilities, to transact under the Master Agreements for electricity-related commodities and services subject to the following limitations: 1. The date for delivery of the electricity products for each transaction shall not exceed 36 months from the date the transaction is executed; 2. The delivery date for any transaction shall not extend beyond December 2027; 3. The maximum aggregate transaction limit under each Master Agreement shall be $25 million; 4. All transactions shall be subject to the Palo Alto Municipal Code; 5. All transactions shall be subject to the City’s Energy Risk Management Policies, Guidelines, and Procedures; (c) Waiving the investment-grade credit rating requirement for NRG, DRW, and Dynasty; and (d) Approving an updated standard form version EEI Master Power Purchase and Sale Agreement (Exhibit D to Attachment A). Item 5 Item 5 Staff Report        Item 5: Staff Report Pg. 1  Packet Pg. 86 of 1140  8 0 6 4 EXECUTIVE SUMMARY BACKGROUND 1). 1 Resolution 9324: RESO 9324 - https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=53606&dbid=0&repo=PaloAlto Item 5 Item 5 Staff Report        Item 5: Staff Report Pg. 2  Packet Pg. 87 of 1140  8 0 6 4 In August 2016, the Council streamlined this process, approving Ordinance No 53873, which modified the Municipal Code to explicitly allow for the use of Council-approved standard form master agreements. The ordinance modified PAMC Section 2.30.140, clarifying the process to enable new suppliers by specifically allowing the use of a standard form agreement that contains the City’s minimum contract terms and conditions. Negotiations could then be carried out with qualified suppliers on an ongoing basis without the need to issue successive formal requests for proposals, which also streamlined the contract negotiations by addressing the City’s requirements in the supplied master agreement forms. Under this process, any proposed amendments or deviations to the standard form master agreements with specific suppliers remain subject to Council approval before the master agreement may be executed or any transactions may be completed under it. 4), based on the year 2000 version of the EEI Master Power Purchase and Sale Agreement. This standard form agreement has been made available on the City’s website to any wholesale utility supplier since that time, and in 2024 the City utilized this process to execute a new EEI master agreement with Silicon Valley Clean Energy (Resolution 101535). As a result, the City now has executed electric master agreements with the following suppliers: ANALYSIS 3 Ordinance 5387: 2016-08-29 Ordinance 5387 - https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=47269&dbid=0&repo=PaloAlto 4 Resolution 9652: RESO 9652 - https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=54485&dbid=0&repo=PaloAlto 5 Resolution 10153: RESO 10153 - https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=62011&dbid=0&repo=PaloAlto Item 5 Item 5 Staff Report        Item 5: Staff Report Pg. 3  Packet Pg. 88 of 1140  8 0 6 4 company that operates in electricity, natural gas, and clean energy products. Its parent company, NRG Energy, Inc., has a portfolio of over 24,000 MW of generation capacity and annual revenues of over $28 billion. Staff are also familiar with DRW’s and Dynasty’s key personnel from when they worked for one of the City’s other electricity suppliers. DRW is a privately-held trading firm based in Chicago, while Dynasty is a privately-held trading firm based in Calgary and Houston. All three companies are highly active in California’s electricity markets, and are currently enabled with 40+ counterparties in the state. 9, have been approved as to form by the City Attorney’s Office, and have also been approved by the City’s Utilities and ASD risk management. 9 PAMC Section 2.30.340(c) requires that utilities contracts incorporate the following contract terms and conditions: (1) governing law shall be the laws of the State of California; (2) choice of venue shall be the County of Santa Clara; and (3) a counterparty shall obtain and maintain during the term of the contract the minimum credit rating established as of the date of award of contract of not less than a BBB- credit rating established by Standard & Poor’s and a Baa3 credit rating established by Moody’s Investors Services. Item 5 Item 5 Staff Report        Item 5: Staff Report Pg. 4  Packet Pg. 89 of 1140  8 0 6 4 And while DRW and Dynasty are smaller, privately-held trading firms, they have both shared demonstrated their financial strength by providing financial data for staff’s analysis. Staff utilized a tool from Moody’s Analytics to assess these reports, which indicated that their balance sheets equate to implied ratings of Aa3 for Dynasty and Ba1 for DRW. (The Moody’s Analytics report for NRG also assigned it an implied rating of Aa3.) In addition, all proposed counterparties will be required to post collateral in the form of cash or a letter of credit from an A+ rated bank, within five (5) business days of the award of a transaction. Upon completion of each transaction, the collateral amount may be adjusted to reflect the value of outstanding transactions. The collateral posting shall serve as the primary mechanism to mitigate the City’s credit exposure. The provision of such collateral justifies the waiver of the City’s investment-grade credit rating requirement for the proposed counterparties. Finally, ASD risk management will continuously monitor the financial strength of all of these counterparties, and may impose trading limitations (such as total transaction volume or contract term) on them based on this assessment. is permitted to receive a termination payment – is now the industry standard, and that many banks are no longer willing to finance transactions that involve one-way termination language. undelivered energy products that the two parties have contracted for, the City will still pay for any energy products that have already been delivered at the time of the default (assuming no other dispute). Item 5 Item 5 Staff Report        Item 5: Staff Report Pg. 5  Packet Pg. 90 of 1140  8 0 6 4 FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 5 Item 5 Staff Report        Item 5: Staff Report Pg. 6  Packet Pg. 91 of 1140  Attachment A * NOT YET APPROVED * 6059729 1 9 2 3 1 Resolution No. _________ Resolution of the Council of the City of Palo Alto Approving Edison Electric Institute Master Power Purchase and Sale Agreements with NRG Business Marketing LLC, DRW Energy Trading LLC, and Dynasty Power Inc., Delegating Authority to the City Manager to Transact Under the Master Agreements for Electricity-Related Commodities and Services, and Updating the City’s Standard Form Edison Electric Institute Master Power Purchase and Sale Agreement R E C I T A L S A. An active set of creditworthy counterparties is essential for the City of Palo Alto (City) to meet its electric supply portfolio planning objectives, internal risk management controls, and external operational and regulatory requirements. B. The City desires to enter into Edison Electric Institute (EEI) Master Power Purchase and Sale Agreements (Master Agreements) with NRG Business Marketing LLC (NRG), DRW Energy Trading LLC (DRW), and Dynasty Power Inc. (Dynasty) to provide additional electricity suppliers with which to transact in a timely and competitive manner. C. The proposed Master Agreements with NRG, DRW, and Dynasty have been negotiated under terms and conditions acceptable to the City, reviewed and approved by the City Attorney’s Office, and deemed suitable by the City’s Energy Risk Manager. D. Staff has identified that NRG does not fully satisfy the City's investment-grade credit rating requirement, but recommends a waiver of this requirement given the company's strong balance sheet, positive ratings outlook, and the limited number of active counterparties currently available to the City. E. DRW and Dynasty are privately-held and therefore lack a credit rating, but staff recommends a waiver of the City's investment-grade credit rating requirement for them based on the strength of their financial data. F.All three proposed counterparties will be required to post collateral in the form of cash or a letter of credit from an A+ rated bank, within five business days of the award of a transaction. G. Palo Alto Municipal Code (PAMC) Section 2.30.340 permits the use of Master Agreements to buy and/or sell electricity, gas, and related services through preapproved suppliers, subject to the City’s Energy Risk Management Policy, Guidelines, and Procedures. Item 5 Attachment A - RESO EEI Master Agreement with NRG & Master EEI Updates        Item 5: Staff Report Pg. 7  Packet Pg. 92 of 1140  Attachment A * NOT YET APPROVED * 6059729 2 9 2 3 1 H. Executing these Master Agreements does not commit the City to any transactions with these counterparties but allows for future transactions to be executed efficiently. I. Staff has also identified minor updates to the City’s standard form version of the EEI Master Power Purchase and Sale Agreement that are needed to clarify the City's 'one-way termination' provisions and better align them with current industry standards, thereby making the City's contract language more acceptable to suppliers. J. The City Council’s approval of the Master Agreements with NRG, DRW, and Dynasty, and updates to the City’s standard form version EEI Master Agreement does not constitute a project under the California Environmental Quality Act (CEQA) as it will not result in any reasonably foreseeable direct or indirect change in the environment. The Council of the City of Palo Alto does hereby RESOLVE as follows: SECTION 1. The Council hereby approves the execution of the Edison Electric Institute Master Power Purchase and Sale Agreement with NRG Business Marketing LLC, DRW Energy Trading LLC and Dynasty Power Inc. (Exhibits A, B and C to this Resolution). SECTION 2. The Council hereby delegates authority to the City Manager or their designee, the Director of Utilities, to transact under the Master Agreements for electricity- related commodities and services subject to the following limitations: (a) The date for delivery of the electricity products for each transaction shall not exceed 36 months from the date the transaction is executed; (b) The delivery date for any transaction shall not extend beyond December 2027; (c) The maximum aggregate transaction limit under the Master Agreement shall be $25 million; (d) All transactions shall be subject to the Palo Alto Municipal Code; and (e) All transactions shall be subject to the City’s Energy Risk Management Policies, Guidelines, and Procedures. SECTION 3. The Council hereby waives the investment-grade credit rating requirement for NRG, DRW, and Dynasty. SECTION 4. The Council hereby approves an updated standard form version EEI Master Power Purchase and Sale Agreement (Exhibit D). SECTION 5. The Council hereby authorizes the City Manager or their designee, the Director of Utilities, to take any administrative actions necessary to implement this Resolution. Item 5 Attachment A - RESO EEI Master Agreement with NRG & Master EEI Updates        Item 5: Staff Report Pg. 8  Packet Pg. 93 of 1140  Attachment A * NOT YET APPROVED * 6059729 2 9 2 3 1 Item 5 Attachment A - RESO EEI Master Agreement with NRG & Master EEI Updates        Item 5: Staff Report Pg. 9  Packet Pg. 94 of 1140  Attachment A * NOT YET APPROVED * 6059729 3 9 2 3 1 INTRODUCED AND PASSED: Item 5 Attachment A - RESO EEI Master Agreement with NRG & Master EEI Updates        Item 5: Staff Report Pg. 10  Packet Pg. 95 of 1140  Version 2.1 (modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ALL RIGHTS RESERVED UNDER U.S. AND FOREIGN LAW, TREATIES AND CONVENTIONS AUTOMATIC LICENSE – PERMISSION OF THE COPYRIGHT OWNERS IS GRANTED FOR REPRODUCTION BY DOWNLOADING FROM A COMPUTER AND PRINTING ELECTRONIC COPIES OF THE WORK. NO AUTHORIZED COPY MAY BE SOLD. THE INDUSTRY IS ENCOURAGED TO USE THIS MASTER POWER PURCHASE AND SALE AGREEMENT IN ITS TRANSACTIONS. ATTRIBUTION TO THE COPYRIGHT OWNERS IS REQUESTED. Master Power Purchase & Sale Agreement Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 11  Packet Pg. 96 of 1140  i Version 2.1 (modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association MASTER POWER PURCHASE AND SALES AGREEMENT TABLE OF CONTENTS GENERAL TERMS AND CONDITIONS ...................................................................................21 ARTICLE ONE: GENERAL DEFINITIONS .......................................................................21 ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS ......................................26 2.1 Transactions ...........................................................................................................26 2.2 Governing Terms ...................................................................................................26 2.3 Confirmation ..........................................................................................................26 2.4 Additional Confirmation Terms .............................................................................26 2.5 Recording ...............................................................................................................26 ARTICLE THREE: OBLIGATIONS AND DELIVERIES .......................................................27 3.1 Seller’s and Buyer’s Obligations ...........................................................................27 3.2 Transmission and Scheduling ................................................................................27 3.3 Force Majeure ........................................................................................................27 ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE ..........................27 4.1 Seller Failure ..........................................................................................................27 4.2 Buyer Failure .........................................................................................................27 ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES .....................................................28 5.1 Events of Default ...................................................................................................28 5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts .................................................................................................................29 5.3 Net Out of Settlement Amounts .............................................................................29 5.4 Notice of Payment of Termination Payment .........................................................29 5.5 Disputes With Respect to Termination Payment ...................................................30 5.6 Closeout Setoffs .....................................................................................................30 5.7 Suspension of Performance....................................................................................30 ARTICLE SIX: PAYMENT AND NETTING ....................................................................30 6.1 Billing Period .........................................................................................................30 6.2 Timeliness of Payment ...........................................................................................31 6.3 Disputes and Adjustments of Invoices ...................................................................31 6.4 Netting of Payments ...............................................................................................31 6.5 Payment Obligation Absent Netting ......................................................................31 6.6 Security ..................................................................................................................31 6.7 Payment for Options ..............................................................................................31 6.8 Transaction Netting ................................................................................................32 ARTICLE SEVEN: LIMITATIONS ..........................................................................................32 7.1 Limitation of Remedies, Liability and Damages ...................................................32 Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 12  Packet Pg. 97 of 1140  ii Version 2.1 (modified 4/25/00) ©COPYRIGHT 2000 by the Edison Electric Institute and National Energy Marketers Association ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS ................................32 8.1 Party A Credit Protection .......................................................................................32 8.2 Party B Credit Protection .......................................................................................34 8.3 Grant of Security Interest/Remedies ......................................................................35 ARTICLE NINE: GOVERNMENTAL CHARGES...............................................................36 9.1 Cooperation ............................................................................................................36 9.2 Governmental Charges...........................................................................................36 ARTICLE TEN: MISCELLANEOUS ..................................................................................36 10.1 Term of Master Agreement ....................................................................................36 10.2 Representations and Warranties .............................................................................36 10.3 Title and Risk of Loss ............................................................................................38 10.4 Indemnity ...............................................................................................................38 10.5 Assignment ............................................................................................................38 10.6 Governing Law ......................................................................................................38 10.7 Notices ...................................................................................................................38 10.8 General ...................................................................................................................38 10.9 Audit ......................................................................................................................39 10.10 Forward Contract ...................................................................................................39 10.11 Confidentiality .......................................................................................................39 SCHEDULE M: GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEMS ..................40 SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS .................................................43 EXHIBIT A: CONFIRMATION LETTER ..................................................................................49 Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 13  Packet Pg. 98 of 1140  1 MASTER POWER PURCHASE AND SALE AGREEMENT COVER SHEET This Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date: September 11, 2025 (“Effective Date”). This Master Agreement, together with the exhibits, schedules and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the “Agreement.” This Master Agreement will be formed in the style of the pre-printed Master Power Purchase and Sale Agreement, Version 2.1, as published by the Edison Electric Institute, dated April 25, 2000 as modified by the Errata, Version 1.1, published by the Edison Electric Institute, dated July 18, 2007, and such pre-printed form as so modified (other than the form cover sheet) will control to the extent of any inconsistencies with this Master Agreement executed by the Parties. If any of the terms of this cover sheet conflict with such pre-printed form as so modified, the terms of this cover sheet will govern. The Parties to this Master Agreement are the following: Name (“NRG Business Marketing LLC” or “Party A”) Name (“City of Palo Alto” or “Party B”) All Notices: All Notices: Street: 804 Carnegie Center Street: 250 Hamilton Ave. City: Princeton, NJ Zip: 08540 City: Palo Alto, CA Zip: 94301 Attn: Contract Administration Phone: 609.524.4543 Facsimile: 609.524.4540 Email: ContractAdmin@nrg.com Duns: 07-879-0103 Federal Tax ID Number: 80-0909818 Attn: Assistant Director, Utilities Resource Management Division Phone: 650-329-2119 Facsimile: 650-617-3140 Duns: 17-892-8479 Federal Tax ID Number: 94-6000389 Invoices: Attn: Accounting – Physical Power Phone: 609.524.4980 Email: PhysicalSettlements@nrg.com Invoices: Attn: Power Settlements, Northern California Power Agency Phone: 916-781-4224 Email: settlements@ncpa.com Scheduling: PJM, ISONE, NYISO: Attn: Scheduling Desk Phone: 609.524.5484 or 4554 Facsimile: 609.524.4540 Email: NE_Hourly_Desk@nrg.com ERCOT, CAISO and MISO: Attn: Day Ahead Scheduling Phone: 713.537.3710 or 3711 Facsimile: 609.524.4540 Email: nrgdayahead@nrg.com Scheduling: Attn: Pre-Scheduler Desk, Northern California Power Agency Phone: 916-781-4240 Email: preschedulers@ncpa.com Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 14  Packet Pg. 99 of 1140  2 Payments: Attn: Accounting – Physical Power Phone: 609.524.4980 Email: PhysicalSettlements@nrg.com Payments: Attn: Accounts Payable, Northern California Power Agency Phone: 916-781-4237 Facsimile: 916-781-4226 Wire Transfer: Bank Name: J.P. Morgan/Chase Manhattan Bank ABA: 021-000021 Account Name: NRG Business Marketing LLC Account Number: 323-271979 Wire Transfer: BNK: U.S. Bank - Deposit to Northern California Power Agency, to the benefit of City of Palo Alto ABA: 121122676 ACCT: 1-534-0216-2744 Credit and Collections: Attn: Sr. Director of Credit Phone: 732-781-0506 Facsimile: 609.524.4779 _WholesaleCredit@nrg.com Credit and Collections: Attn: Power Settlements, Northern California Power Agency Phone: 916-781-4221 Email: settlements@ncpa.com With additional Notices of an Event of Default or Potential Event of Default to: Attn: Assistant General Counsel – Commercial Operations Phone: 609.524.4500 Facsimile: 609.524.4501 With additional Notices of an Event of Default or Potential Event of Default to: Attn: Assistant City Attorney - Utilities Phone: 650-329-2171 Facsimile: 650-329-2646 Confirmations: Attn: Confirmation Specialist - Power Phone: 609.524.4870 Facsimile: 609.524.4779 Confirmations@nrg.com Confirmations: Attn: CPAU Electric Front Office Phone: 650-329-2314 Email: utilitycommoditysettlements@paloalto.gov The Parties hereby agree that the General Terms and Conditions are incorporated herein, and to the following provisions as provided for in the General Terms and Conditions: Party A Tariff: FERC Electric Tariff Dated: May 13, 2013 Docket Number ER13-1192-000; as such may be amended, modified, superseded or replaced from time to time. Party B Tariff:____________________Dated Docket Number ______ Article Two Transaction Terms and Conditions  Optional provision in Section 2.4. If not checked, inapplicable. Article Four Remedies for Failure to Deliver or Receive  Accelerated Payment of Damages. If not checked, inapplicable. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 15  Packet Pg. 100 of 1140  3 Article Five  Cross Default for Party A: Events of Default; Remedies  Party A: Cross Default Amount: USD 150,000,000  Other Entity: NRG Energy, Inc. Cross Default Amount: USD 150,000,000  Cross Default for Party B:  Party B: Cross Default Amount: USD 150,000,000  Other Entity: [A single event or multiple events equal to or greater than the Cross Default Amount by any of [ - ]] Cross Default Amount: USD [ - ] 5.6 Closeout Setoff  Option A (Applicable if no other selection is made.)  Option B - Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows: (See modified provision for Section 5.6 below.)  Option C Article 8 8.1 Party A Credit Protection: Credit and Collateral Requirements (a) Financial Information:  Option A  Option B Specify: Audited financial statements for City of Palo Alto and for City of Palo Alto Enterprise Fund  Option C Specify: (b) Credit Assurances:  Not Applicable  Applicable (c) Collateral Threshold:  Not Applicable  Applicable Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 16  Packet Pg. 101 of 1140  4 (d) Downgrade Event:  Not Applicable  Applicable If applicable, complete the following:  It shall be a Downgrade Event for Party B only if (a) Party B’s underlying rating, determined without reference to third party credit enhancement, on its utility revenue bond ("Debt") by S&P or Moody's is respectively below BBB- or Baa3, (b) (ii) both S&P and Moody's refuse to rate Party B's Debt, or and (c) Party B’s City Council no longer has the legal authority under the Act, as defined by Schedule M, to adjust electric rates as necessary to recover Party B’s costs of providing retail electric service to its customers.  Other: Specify: (e) Guarantor for Party B: [ - ] Guarantee Amount: USD [ - ] 8.2 Party B Credit Protection: (a) Financial Information:  Option A  Option B Specify: NRG Energy, Inc. Audited financial statements to be provided by Party A as described in Section 8.2(a) shall be for Party A or parent entity, if any, providing credit support.  Option C Specify: (b) Credit Assurances:  Not Applicable  Applicable If Party B has reasonable grounds to believe that Party A’s creditworthiness or performance under this Agreement has become unsatisfactory, Party B will provide Party A with written notice requesting Performance Assurance in an amount determined by Party B in a commercially reasonable manner. Upon receipt of such notice Party A shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party B. In the event that Party A fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default under Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 17  Packet Pg. 102 of 1140  5 Article Five will be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. For purpose of this Master Agreement, creditworthiness shall mean a credit rating for Party A rating established as of the Effective Date of the Master Agreement of not less than a BB credit rating established by Standard & Poor’s and a Ba2 credit rating established by Moody’s Investors Service, continuing throughout the term of this agreement. (c) Collateral Threshold:  Not Applicable  Applicable (d) Downgrade Event:  Not Applicable  Applicable If applicable, complete the following:  It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below _______ from S&P and ________from Moody’s or if Party A is not rated by either S&P or Moody’s.  Other: Specify: (e) Guarantor for Party A: NRG Energy, Inc. Guarantee Amount: As set forth in the Guaranty. Article 10 Confidentiality  Confidentiality Applicable If not checked, inapplicable. Schedule M  Party A is a Governmental Entity or Public Power System  Party B is a Governmental Entity or Public Power System  Add Section 3.6. If not checked, inapplicable  Add Section 8.4. If not checked, inapplicable Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 18  Packet Pg. 103 of 1140  6 Other Changes: This Agreement incorporates the Errata published by the Edison Electric Institute Version 1.1 published July 18, 2007. Article One General Definitions add the following provisions: “1.62 ‘Trading Affiliate’ means, to the extent that it is an Affiliate of Party A, Direct Energy Marketing Limited, or any successor thereto.” Section 1.4 is amended by deleting the first sentence and replacing it to read as follows: “Business Day” means any day except a Saturday, Sunday, the Friday immediately following the Thanksgiving holiday or a Federal Reserve Bank Holiday. Section 1.10 is amended by adding after “the price” in line 1 the words “, including any and all AB 32 fees” and substituting “U.S. $” for “$U.S.” in line 1 Section 1.27 Letters of Credit (1) delete the phrase “or a foreign bank with a U.S. branch” and replacing it with the phrase “or a U.S. branch of a foreign bank” and (2) replace “transferable” with “non-transferable”, and (3) inserting the phrase “and in an amount” in the third line after the word “form” and before the word “acceptable”. Section 1.45 is deleted and replaced with the following definition, ““Performance Assurance” means sufficient security in the form, amount, for a term, and from an issuer, all as reasonably acceptable to the Requesting Party. The following forms of Performance Assurance may be requested by the Requesting Party: (i) collateral in the form of either cash or Letter(s) of Credit, (ii) revised or earlier payment terms for Product that has been delivered during the prior Month, (iii) any other security acceptable to the Requesting Party, or (iv) information demonstrating that Party B’s retail rates are set at levels sufficiently high to recover all costs of providing electric service to Party B’s retail electric customers, including the costs incurred by Party B under all Transactions executed under this Agreement.” Section 1.46 is amended by adding before the period at the end thereof the following: “; provided that the failure to comply with any requirement of this Master Agreement or a Transaction, including the requirements of Article 8, before the expiration of the time period expressly specified for such compliance in this Master Agreement or the Transaction, if any, shall not be considered a Potential Event of Default unless and until the applicable time period has expired without compliance.” Section 1.51 Replacement Price (1) add the phrase “for delivery” immediately before the phrase “at the Delivery Point” in the second line and (2) delete the phrase “at Buyer's option” from the fifth line and replace with the phrase “absent a purchase”, and (3) inserting in the seventh line after the words, “any penalties” and before “, ratcheted demand”, the following: “(other than penalties imposed on Buyer under the CAISO Tariff, the NCPA Metered Subsystem Agreement, or an open access transmission tariff as a result of the non-delivery)”. Section 1.52 S&P delete in its entirety and replace with the following: “1.52 “S&P” means S&P Global Ratings or its successor.” Section 1.53 Sales Price (1) delete the phrase “at the Delivery Point” from the second line, and (2) delete the phrase “at Seller’s option” from the fifth line and replace with the phrase “=assuming a sale could not have been made in a commercially reasonable manner” Section 2.1 shall be amended by deleting the second sentence thereof. For purposes of Section 2.3, Party B requires that all Transactions be confirmed in writing. Accordingly, the provision is amended by striking the word “may” from the first line thereof and replacing it with the word “shall.” Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 19  Packet Pg. 104 of 1140  7 Section 2.3 Confirmation (1) add after “deemed to have accepted the terms as sent” in each place it appears the words “, absent manifest error,” and (2) delete the phrase “two (2) Business Days of Buyer’s receipt thereof” and replace with the phrase “seven (7) Business Days of Buyer’s receipt thereof”, and (3) all references to Seller shall be instead to Party A. Section 2.4 Additional Confirmation Terms, delete the words “either orally or” in the seventh line. A new Section 2.6 is added to Article Two, worded as follows: “2.6 No Oral Agreements or Modifications. Notwithstanding anything to the contrary in this Master Agreement, including in this Article Two, no Transaction between the Parties shall become binding unless and until a Confirmation for such Transaction is signed by both Parties, and this Master Agreement and any and all Transactions may not be orally amended or modified, including by Recording pursuant to Section 2.5.” Section 3.2 Transmission and Scheduling add the following text to the end of the Section: “Product deliveries shall be scheduled in accordance with the then-current applicable tariffs, protocols, operating procedures and scheduling practices for the relevant region. A new Section 4.3 is added to Article Four, worded as follows: “4.3 Suspension of Performance. In addition to the remedies provided pursuant to Sections 4.1, 4.2 and 5.7, if Seller or Buyer fails to schedule, deliver or receive all or part of the Product pursuant to a Transaction for a period of three (3) or more consecutive days, and such failure is not excused under the terms of the Product, by Force Majeure, by the other Party’s failure to perform or by agreement of the Parties, then upon one (1) Business Day’s prior written notice, and for so long as the non- performing Party fails to perform, the performing Party shall have the right to suspend its performance under such Transaction; provided however, suspension of performance will not include the payment for any Products already delivered. In the event the performing Party suspends performance pursuant to this Section 4.3, it shall not be obligated to resume performance until it has received notice from the non-performing Party at least one (1) Business Day prior to the date upon which the non-performing Party intends to resume its performance; provided that, if the performing Party has entered into a replacement contract with a term of 31 days or less, the performing Party may resume performance at the end of the term of such replacement contract. Remedies available under this provision to the performing Party are in addition to, not in replacement of, other remedies specified in this Agreement.” Section 5.1 Events of Default, subsection (g), (1) add “, excluding any such indebtedness owing by such Party or any other party specified in the Cover Sheet for such Party to any of their Affiliates” after “borrowed money” in the sixth line, (2) delete the phrase “, or becoming capable at such time of being declared,” beginning in the eighth line of the Section, and (3) add the phrase “under such agreements or instruments” immediately following the phrase “due date therefor” in the eleventh line. Section 5.1 Events of Default, subjection (h)(v), add “made in connection with this Agreement” after “any guaranty”. Section 5.1 Events of Default add the following as a new Section 5.1(i) through (m): “(i) a Party, its Guarantor or any Specified Entity (as defined below) of such Party: (i) defaults under a Specified Transaction (as defined below) and, after giving effect to any applicable notice requirement or grace period, which results in a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 20  Packet Pg. 105 of 1140  8 Transaction, (ii) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment date or delivery date of a Specified Transaction; or (iii) disaffirms, disclaims or repudiates any Specified Transaction. (j) a representation or warranty with respect to the Defaulting Party's financial statement or position that is false or materially misleading; or (m) revocation by the Federal Energy Regulatory Commission of Party A’s authorization to make sales and market-based rates.” ‘Specified Transaction’ means any transaction (other than a Transaction) now existing or hereafter entered into between one Party to this Agreement (or any Guarantor or any applicable Specified Entity of such Party) and the other Party to this Agreement (or any Guarantor or any applicable Specified Entity of such Party) that is a transaction for the purchase, sale, exchange or transfer of any commodity or any other commodity transaction or a spot, forward, option or swap transaction in or with respect to one or more currencies, commodities, securities, rates, indices or other measures of financial or economic risk or any other similar transaction (or any combination thereof). For this purpose, “commodity” means any tangible or intangible commodity of any type or description (including, without limitation, electric power, capacity, natural gas, natural gas liquids, coal, petroleum (and the products or by-products thereof), renewable energy obligations, emission allowances, ambient temperature indexes, and indexes of other weather characteristics. ‘Specified Entity’ shall mean with respect to Party A: Trading Affiliate. ‘Specified Entity’ shall mean with respect to Party B: Affiliate;” Section 5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts delete the following phrase from the last two lines: “under applicable law on the Early Termination Date, as soon thereafter as is reasonably practicable” and replace it with the following: “under applicable law on the Early Termination Date, then each such Transaction shall be terminated as soon thereafter as reasonably practicable, and upon termination shall be deemed to be a Terminated Transaction and the Termination Payment payable in connection with all such Transactions shall be calculated in accordance with Section 5.3 below). The Non- Defaulting Party (or its agent) may determine its Gains and Losses by reference to information either available to it internally or supplied by one or more third parties including, without limitation, quotations (either firm or indicative) of relevant rates, prices, yields, yield curves, volatilities, spreads or other relevant market data in the relevant markets. Third parties supplying such information may include, without limitation, dealers in the relevant markets, end-users of the relevant product, information vendors and other sources of market information.” Add the following to the end of this Section- “If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, the Settlement Amount shall be zero, notwithstanding any provision of this Agreement to the contrary. Any Party who is in default at the time of the Early Termination Date, or whose default is the cause of the Early Termination Date, Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 21  Packet Pg. 106 of 1140  9 shall not be entitled to receive any Termination Payment of Settlement Amount For purposes of clarity, the Defaulting Party is entitled for any payment due for any amounts delivered prior to the Early Termination Date.” Section 5.3 Net Out of Settlement Amounts. Section 5.3 is amended by adding the phrase “plus, at the option of the Non-Defaulting Party, any cash or Letter of Credit(s) then in the possession of the Defaulting Party or its agent pursuant to Article Eight,” after the first use of the phrase “due to the Non-Defaulting Party” in the sixth line. Section 5.6 Closeout Setoffs, Option B delete in its entirety and replace with the following: “Option B: Subject to Section 5.2, any Termination Payment payable to the Defaulting Party will, at the option of the Non-Defaulting Party (“X”) (and without prior notice to the Defaulting Party), be set-off against any other amounts (“Other Amounts”) payable by or due to the other Party (“Y”) to or from X or any Affiliate of X (whether or not arising under this Agreement, matured or contingent and irrespective of the currency, place of payment or place of booking of the obligation). To the extent that any Other Amounts are so set off, those Other Amounts will be discharged promptly and in all respects. X will give notice to Y of any set-off effected under this Section 5.6. For purposes of this Section 5.6 the Affiliates of Party A will be limited to the Trading Affiliates. The remedy provided for in this Section 5.6 will be without prejudice and in addition to any right or setoff, combination of accounts, lien, or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract, or otherwise).” Section 5.7 Suspension of Performance delete all of the text starting with the proviso in subclause (i) and replace it with the following: “provided, however, and without waiving any Event of Default or any rights or remedies in this Agreement (other than the suspension rights in this Section 5.7 solely in respect of such Event of Default), in no event shall any such suspension related to an Event of Default continue for longer than ten (10) NERC Business Days with respect to any single Transaction unless an early Termination Date shall have been declared and notice thereof pursuant to Section 5.2 given (during which time amounts under Section 4.1 or 4.2, as applicable, may continue to accrue with respect to the Defaulting Party as if it breached its obligation), and (ii) to the extent an Event of Default shall have occurred and be continuing, to exercise any remedy available at law or in equity. Notwithstanding the proviso in subclause (i), (x) the Non-Defaulting Party retains all of its other rights and remedies arising with respect to such Event of Default or Potential Event of Default, including (without limitation) the right to declare an Early Termination Date, and (y) such proviso will not affect the right of the Non-Defaulting Party in respect of any new or subsequent Event of Default or Potential Event of Default.” Section 8.1(a) Financial Information, Option A (1) replace “120” with “90”, and (2) add after the phrase “quarterly report containing unaudited consolidated financial statements for such fiscal quarter” the text, “, provided however, for the purposes of this (i) and (ii), if such financial statements are publicly available electronically, then Party B shall be deemed to have met this requirement”. Section 8.1(b) Credit Assurances (1) add in the fourth line after the words “in a commercially reasonable manner” the text, “which amount shall not exceed 100% of the Termination Payment that would be due Party A as if Party B was the Defaulting Party and an Early Termination Date had been designated”, and (2) add in the seventh line after the words “acceptable to Party A” the text, Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 22  Packet Pg. 107 of 1140  10 “acting reasonably”. Section 8.1(d) Downgrade Event (1) add in the third line after the words “in a commercially reasonable manner” the text, “which amount shall not exceed 100% of the Termination Payment that would be due Party A as if Party B was the Defaulting Party and an Early Termination Date had been designated” and (2) add after the phrase “or other credit assurance acceptable to Party A within three (3) Business Days of receipt of notice” the following text, “and/or fails to maintain such Performance Assurance or guaranty or other credit assurance for so long as the Downgrade Event is continuing.” Section 8.2(a) Financial Information, Option B (1) replace “120” with “90”, and (2) add after the phrase “quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet” the text, “, provided however, for the purposes of this (i) and (ii), if such financial statements are publicly available electronically, then Party A shall be deemed to have met this requirement”. Section 8.2(b) Credit Assurances (1) add in the fourth line after the words “in a commercially reasonable manner” the text, “which amount shall not exceed 100% of the Termination Payment that would be due Party B as if Party A was the Defaulting Party and an Early Termination Date had been designated” and (2) add in the seventh line after the words “acceptable to Party B” the text, “acting reasonably”. Section 8.2(d) Downgrade Event (1) add in the third line after the words “in a commercially reasonable manner” the text, “which amount shall not exceed 100% of the Termination Payment that would be due Party B as if Party A was the Defaulting Party and an Early Termination Date had been designated” and (2) add after the phrase “or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice” the text, “and/or fails to maintain such Performance Assurance or guaranty or other credit assurance for so long as the Downgrade Event is continuing.” Section 10.2 Representations and Warranties, subsection (viii) (1) delete “and” before the phrase “is capable of assessing the merits of” and (2) add at the end the words “, and the other Party is not acting as a fiduciary or an advisor to it in respect of a Transaction”. Section 10.2 Representations and Warranties, subsection (ix) amend to read in its entirety as follows: “(ix) (a) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code, (b) it is a “master netting agreement participant” for purposes of the United States Bankruptcy Code, and (c) it is an “eligible contract participant” as such term is defined in the Commodity Exchange Act, as amended 7 U.S.C. § 1 (a)(18).” Section 10.2 Representations and Warranties, subsection (xi) delete in its entirety and replace with the following: “(ix) with respect to each Transaction proposed or entered into that constitutes a “commodity option transaction” as such term is used in Part 32 of Title 17 of the U.S. Code of Federal Regulations, (A) it is a producer, processor, or commercial user of, or a merchant handling the commodity that is the subject of such Transaction, of the products or byproducts thereof; (B) it is entering into the Transaction solely for purposes related to its business as such; and (C) it intends to physically settle such Transaction such that if the option associated with such Transaction is exercised, the option would result in the sale of an “exempt commodity” (as such term is defined in Section 1a(20) of the U.S. Commodity Exchange Act, as amended), for Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 23  Packet Pg. 108 of 1140  11 immediate or deferred delivery;” Section 10.4 Indemnity (1) add in the last sentence after “hold harmless the other Party” the text “from any liability” and (2) add after the last sentence the text, “Neither Party shall be liable with respect to any Claim to the extent that such Claim resulted from the negligence, willful misconduct or bad faith of the indemnified Party.”. Section 10.5 Assignment (1) Delete from the first sentence the text “may be withheld in the exercise of its sole discretion” and replace it with “shall not be unreasonably delayed or withheld”; (2) In clause (ii) thereof replace the words “affiliate” and “affiliate's” with, respectively, “Affiliate” and “Affiliate's”, and insert before “, or” the words “taking in account any credit support document”; (3) Replace subsection (ii) - (iii) with the following text: “(ii) transfer or assign this Agreement to an Affiliate of such Party so long as (x) such Affiliate’s creditworthiness is equal to or higher than that of such Party or the Guarantor as of the Effective Date and the date of entering into each Transaction under this Agreement, if any, for such Party, or (y) the obligations of such Affiliate are guaranteed by such Party or its Guarantor, if any, in accordance with a guaranty agreement in form and substance satisfactory to the other Party, and (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any, as of the Effective Date and the effective date of any such transfer or assignment.” (4) An additional sentence shall be added as the last sentences of Section 10.5 stating “Any purported transfer or assignment in contravention of this Section shall be void.” Section 10.6 Governing Law is amended as follows : “THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. The Parties hereby consent to conduct all dispute resolution, judicial actions or proceedings arising directly, indirectly or otherwise in conjunction with, out of, related to, or arising from this Agreement in Santa Clara County, California.” Section 10.7 Notices (1) add the phrase “or the exercise of an option” immediately after the phrase “(other than scheduling requests” and (2) delete the third and fourth sentences and replace them with the following: “Unless otherwise specified herein, notice by facsimile shall be considered received upon the sending Party’s receipt of its facsimile machines’ confirmation of successful transmission, notice by hand delivery shall be considered received at the close of business on the day actually received, if received during business hours on a Business Day, and notice by overnight United States mail or courier shall be considered received on the next Business Day after it was sent.” Section 10.8 General change the words “parties” and “party” to “Parties” and “Party” in the third sentence and delete the second to last sentence and replace it with “The indemnity provisions of this Agreement shall survive the termination of this Agreement for the period of the applicable statute of limitations and the audit provisions of this Agreement shall survive the termination of this Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 24  Packet Pg. 109 of 1140  12 Agreement for a period of twelve (12) months.” Section 10.10 Forward Contract delete in its entirety and replace with the following: “10.10 Bankruptcy Provisions. The Parties acknowledge and agree that (a) this Agreement and all Transactions constitute a “forward contract” within the meaning of the United States Bankruptcy Code (the “Code”); (b) this Agreement constitutes a “master netting agreement” within the meaning of the Code; (c) all payments made or to be made on its behalf pursuant to this Agreement, including the application by a Party of Performance Assurance to any amounts due and owing to such Party, constitute “settlement payments” within the meaning of the Code; (d) all transfers of Performance Assurance by it or on its behalf under this Agreement constitute “margin payments” within the meaning of the Code; (e) its rights under Article Five, “Events of Default; Remedies”, of this Agreement constitute a “contractual right to liquidate, terminate or accelerate” or “contractual right to liquidate, terminate, accelerate, or offset under a master netting agreement and across contracts” the Transactions within the meaning of the Code; (f) (i) the other Party is not a “utility” as such term is used in Section 366 of the Code, and (ii) it waives and agrees not to assert (x) the applicability of the provisions of Section 366 of the Code in any bankruptcy proceeding wherein it is a debtor and (y) that the other Party is a provider of last resort in any such proceeding.” Section 10.11 Confidentiality is amended to (1) add the phrase “or the completed Cover Sheet to this Master Agreement” immediately before the phrase “to a third party”, (2) add the following phrase after the word “lenders”: “and their counsel and advisors”, (3) add immediately after the phrase “other than the Party's” the text “or the Party's Affiliates'“, and (4) add the following text to the end of the paragraph: “The Parties hereby acknowledge that the disclosure of price data only without counterparty name does not contravene this Section 10.11 so long as the data is disclosed to an index publisher that publishes the data in aggregated form and does not identify the Parties. The Parties acknowledge and agree that the Transaction may be subject to the requirements of the California Public Records Act (Government Code Section 7920.000 et seq.). Each Party (a “Receiving Party”) acknowledges that the other Party (a “Disclosing Party”) may submit information to the Receiving Party that the Disclosing Party considers confidential, proprietary, or trade secret information pursuant to the Uniform Trade Secrets Act (Cal. Civ. Code section 3426 et seq.), or otherwise protected from disclosure pursuant to an exemption to the California Public Records Act (Government Code Sections 7929 and 7922). In order to designate information as confidential, the Disclosing Party must clearly stamp and identify the specific portion of the material designated with the word “Confidential”. The Parties agree not to over-designate material as confidential. Over-designation would include stamping whole agreements, entire pages or series of pages as confidential that clearly contain information that is not confidential. Upon request or demand of any third person or entity not a party to this Transaction (“Requestor”) for production, inspection and/or copying of information designated by a Party as confidential information (such designated information, the “Confidential Information”), the Receiving Party shall notify the Disclosing Party as soon as practical that such request has been made. The Disclosing Party shall be solely responsible for taking whatever legal steps are necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor by the Receiving Party. If the Disclosing Party takes no such action within ten (10) business days after receiving the foregoing notice from the Receiving Party, the Receiving Party shall be permitted to comply with the Requestor’s demand and is not required to defend against it. If required by any law, statute, ordinance, a court, Governmental Authority or agency having jurisdiction over a Party, including the California Public Records Act, that Party may release Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 25  Packet Pg. 110 of 1140  13 Confidential Information, or a portion thereof, as required by the Applicable Law, statute, ordinance, decision, order or regulation. A Party may disclose Confidential Information to accountants in connection with audits. In the event a Party is required to release Confidential Information, such Party shall notify the other Party of the required disclosure, such that the other Party may attempt (if such Party so chooses), at its sole cost, to cause the recipient of the Confidential Information to treat such information in a confidential manner, and to prevent such information from being disclosed or otherwise becoming part of the public domain. Parties acknowledge that Purchaser may be obligated to provide Confidential Information to the CPUC and CEC for regulatory compliance purposes. Except as provided in this Confidentiality section and the California Public Records Act neither Party shall publish, disclose, or otherwise divulge Confidential Information to any person at any time during or after the term of this Agreement, without the other Party’s prior express written consent. Each Party shall permit knowledge of and access to Confidential Information only to those of its affiliates and to their respective attorneys, accountants, representatives, agents and employees who have a need to know such Confidential Information related to this Agreement.” Article Ten, Miscellaneous add the following new Sections 10.12 to 10.18: “10.12 FERC Standard of Review; Mobile Sierra Waiver. (a) Absent the agreement of all Parties to the proposed change, the standard of review for changes to any rate, charge, classification, term or condition of this Agreement proposed by a Party (to the extent that any waiver in subsection (b) below is unenforceable or ineffective as to such Party), by FERC acting sua sponte or by non-parties will be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group, Inc. v. Public Util. Dist. No. 1 of Snohomish, 554 U.S. 527 (2008), and further clarified by NRG Power Marketing LLC v. Maine Pub. Util. Comm’n, 558 U.S. 165 (2010) (commonly known as the “Mobile-Sierra doctrine). (b) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent permitted by applicable law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable law or market conditions that may occur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither Party shall seek any such changes except solely under the “public interest” application of the “just and reasonable” standard of review and otherwise as set forth in the foregoing section (a).” Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 26  Packet Pg. 111 of 1140  14 10.13. Imaged Documents. Any document generated by the Parties with respect to this Agreement, including this Agreement, may be imaged and stored electronically (“Imaged Documents”). Imaged Documents may be introduced as evidence in any proceeding as if such were original business records and neither Party shall contest the admissibility of Imaged Documents as evidence in any proceeding on the basis that such were not originated or maintained in documentary form. However, nothing herein shall be construed as a waiver of any other objection to the admissibility of such evidence. 10.14 Prior Agreements. Party A and Party B confirm that there are no prior master power purchase and sale agreements between the Parties with respect to the subject matter hereof. . 10.15 Counterparts. This Master Agreement and any Confirmation may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. Without limiting the foregoing, a facsimile copy of this Master Agreement or a Confirmation or copy of this Master Agreement or a Confirmation sent via electronic mail in a portable document format (“PDF”) will be considered an original. 10.16. Compliance with Law. Each Party will comply in all material respects with all applicable laws, regulations, and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Master Agreement or any Confirmation. 10.17 “Nondiscrimination. As set forth in Palo Alto Municipal Code section 2.30.510, Party A agrees that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. Party A acknowledges that it has read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the form furnished by Party B and set forth in Exhibit D, as applicable. 10.18 Index Transactions. If the Contract Price for a Transaction is determined by reference to a Price Source, then: (a) .Market Disruption Event. If a Market Disruption Event occurs on any one or more days during a Determination Period (each day, a “Disrupted Day”), then: i) The fallback Floating Price, if any, specified by the Parties in the relevant Confirmation shall be the Floating Price for each Disrupted Day. ii) If the Parties have not specified a fallback Floating Price, then the Parties will endeavor, in good faith and using commercially reasonable efforts, to agree on a substitute Floating Price, taking into consideration, without limitation, guidance, protocols or other recommendations or conventions issued or employed by trade organizations or industry groups in response to the Market Disruption Event and other prices published by the Price Source or alternative price sources with respect to the Delivery Point or comparable Delivery Points that may permit the Parties to derive the Floating Price based on historical differentials. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 27  Packet Pg. 112 of 1140  15 iii) If the Price Source retrospectively issues a Floating Price in respect of a Disrupted Day (a “Delayed Floating Price”) before the parties agree on a substitute Floating Price for such day, then the Delayed Floating Price shall be the Floating Price for such Disrupted Day. If a Delayed Price is issued by the Price Source in respect of a Disrupted Day after the Parties agree on a substitute Floating Price for such day, the substitute Floating Price agreed upon by the Parties will remain the Floating Price without adjustment unless the Parties expressly agree otherwise. iv) If the Parties cannot agree on a substitute Floating Price and the Price Source does not retrospectively publish or announce a Floating Price, in each case, on or before the fifth Business Day following the first Trading Day on which the Market Disruption Event first occurred or existed, then the Floating Price for each Disrupted Day shall be determined by taking the arithmetic mean of quotations requested from four leading dealers in the relevant market that are unaffiliated with either Party and mutually agreed upon by the Parties (“Specified Dealers”), without regard to the quotations with the highest and lowest values, subject to the following qualifications: 1. If exactly three quotations are obtained, the Floating Price for each such Disrupted Day will be the quotation that remains after disregarding the quotations having the highest and lowest values. 2. If fewer than three quotations are obtained, the Floating Price for each such Disrupted Day will be the average of the quotations obtained. 3. If the Parties cannot agree upon four Specified Dealers, then each of the Parties will, acting in good faith and in a commercially reasonable manner, select up to two Specified Dealers separately, and those selected dealers shall be the Specified Dealers. v) Unless otherwise agreed, if at any time the Parties agree on a substitute Floating Price for any Disrupted Day, then such substitute Floating Price shall be the Floating Price for such Disrupted Day, notwithstanding the subsequent publication or announcement of a Delayed Floating Price by the relevant Price Source or any quotations obtained from Specified Dealers. "Determination Period" means each calendar month a part or all of which is within the Delivery Period of a Transaction. "Exchange" means, in respect of a Transaction, the exchange or principal trading market specified as applicable to the relevant Transaction. "Floating Price" means a Contract Price specified in a Transaction that is based upon a Price Source. "Market Disruption Event" means, with respect to any Price Source, any of the following events: (a) the failure of the Price Source to announce, publish or make available the specified Floating Price or information necessary for determining the Floating Price for a particular day; (b) the failure of trading to commence on a particular day or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange, Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 28  Packet Pg. 113 of 1140  16 RTO or in the market specified for determining a Floating Price; (c) the temporary or permanent discontinuance or unavailability of the Price Source; (d) the temporary or permanent closing of any Exchange or RTO specified for determining a Floating Price; or (e) a material change in the formula for or the method of determining the Floating Price by the Price Source or a material change in the composition of the Product. "Price Source" means, in respect of a Transaction, a publication or such other origin of reference, including an Exchange or RTO, containing or reporting or making generally available to market participants (including by electronic means) a price, or prices or information from which a price is determined, as specified in the relevant Transaction. “RTO” means any regional transmission operator or independent system operator. "Trading Day" means a day in respect of which the relevant Price Source ordinarily would announce, publish or make available the Floating Price. (b) Corrections to Published Prices. If the Floating Price published, announced or made available on a given day and used or to be used to determine a relevant price is subsequently corrected by the relevant Price Source (i) within 30 days of the original publication, announcement or availability, or (ii) in the case of RTO Transactions only, within such longer time period as is consistent with the RTO’s procedures and guidelines, then either Party may notify the other Party of that correction and the amount (if any) that is payable as a result of that correction. If, not later than sixty (60) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount will, not later than three (3) Business Days after such notice is effective, pay, subject to any applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction. Notwithstanding the foregoing, corrections shall not be made to any Floating Prices agreed upon by the Parties or determined based on quotations from Specified Dealers pursuant to paragraph (a) above unless the Parties expressly agree otherwise. (c) Rounding. When calculating a Floating Price, all numbers shall be rounded to four (4) decimal places. If the fifth (5th) decimal number is five (5) or greater, then the fourth (4th) decimal number shall be increased by one (1), and if the fifth (5th) decimal number is less than five (5), then the fourth (4th) decimal number shall remain unchanged. Schedule M is amended as follows: Part A is amended by including the following definition for the term “Act”: “Act” means the Constitution of the State of California, the California statute(s), charter and municipal ordinances under which Party B was created, organized and authorized to enter into this Master Agreement and each Transaction thereunder. Schedule M, Clause E delete the model text for new Section 3.6 and add the following: “Section 3.6 Governmental Entity or Public Power System Security. (a) With Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 29  Packet Pg. 114 of 1140  17 respect to each Transaction, Party B shall (1) either (i) have created and set aside a Special Fund or (ii) upon execution of this Master Agreement and prior to the commencement of each subsequent fiscal year of Governmental Entity or Public Power System during any Delivery Period, have obtained all necessary budgetary approvals and certifications for payment of all of its obligations under this Master Agreement for such fiscal year; and (2) upon the reasonable request of Party A, provide to Party A evidence reasonably satisfactory to Party A, that Party B has complied with the preceding clause (1). Party B shall have allocated to the Special Fund or its general funds a revenue base that is adequate to cover Party B’s payment obligations hereunder throughout the entire Delivery Period. For the avoidance of doubt, any breach of this Section 3.6(a) by Party B shall be deemed to be material and to have arisen during a fiscal period of Party B for which budgetary approval or certification of its obligations under this Master Agreement is in effect. (b) If any Transaction is determined to be a “swap” (as defined in Section 1a(47) of the U.S. Commodity Exchange Act, as amended, 7 USC Section 1, et seq. and any Commodity Futures Trading Commission rules, regulations, orders, supplementary information, guidance, questions and answers, staff letters and interpretations published or issued thereunder, in each applicable case as amended), Party B shall be deemed to have represented to Party A immediately prior to the Parties entry into such Transaction that (1) Party B is a “utility special entity” at such time and (2) that such Transaction is a “utility operations-related swap” (as each such term is defined in the CFTC’s rule Exclusion of Utility Operations-Related Swaps With Utility Special Entities From De Minimis Threshold for Swaps With Special Entities, 79 Fed. Reg. 57,767 (Sept. 26, 2014)).” Part G does not apply. Schedule P The following shall be added at the end of Schedule P: “If the Parties agree to use a service level/product defined by reference to a different agreement, tariff, set of rules or protocols (herein, “agreement”) (e.g., the PJM Operating Agreement, the ERCOT Protocols, WSPP Agreement) for a particular Transaction, then, unless the Parties expressly state and agree that all the terms and conditions of such other agreement will apply, the Transaction shall be subject to all the terms of this Agreement except (1) all service level/product definitions, (2) the regional reliability requirements and guidelines, and (3) the specific definitions for excuses for performance, Force Majeure and Uncontrollable Forces shall have the meaning ascribed to them in such other agreement in effect on the date the Transaction was entered into; provided, however, that with respect to Transactions subject to the WSPP Agreement, the methodology for calculating the payments for failure to deliver or receive, under Section 4 hereof, shall be in accordance with Section 21.3 of the WSPP Agreement; provided, further that the “Accelerated Payment of Damages” addressed in Section 4 hereof shall continue to apply to such payments if such election is made on the Cover Sheet.” The following definitions are hereby added to Schedule P: “CAISO” means the California Independent System Operator Corporation, or its successor. “CAISO Tariff” means the Federal Energy Regulatory Commission approved tariff of CAISO, Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 30  Packet Pg. 115 of 1140  18 including all CAISO protocols, as the same may be amended from time to time. "West Firm", or “WSPP Schedule C” or “Schedule C” or “WSPPC-Firm” or any similar description means with respect to a Transaction, a Product that is or will be scheduled as firm energy consistent with the most recent rules adopted by the WECC. "WECC" means the Western Electricity Coordinating Council. "WSPP Agreement" means the Western Systems Power Pool Agreement as amended from time to time. “CAISO Energy” means with respect to a Transaction, a Product under which the Seller shall sell and the Buyer shall purchase a quantity of energy equal to the hourly quantity without Ancillary Services (as defined in the Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the applicable tariff and protocol provisions of the California Independent System Operator (“CAISO”) (as amended from time to time, the “Tariff”) for which the only excuse for failure to deliver or receive is an “Uncontrollable Force” (as defined in the Tariff). “Hourly Transactions”. The sale of energy on an hourly basis shall be deemed a “Non-Firm” product. “WSPP Agreement” means the WSPP Agreement as amended from time to time. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 31  Packet Pg. 116 of 1140  19 IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed in one or more counterparts (each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same agreement) as of the date first above written. The Parties expressly acknowledge the validity of facsimile counterparts of the executed Master Agreement, if any, which may be transmitted in advance of, or in lieu of, executed original documents. Party A: Party B: City of Palo Alto NRG Business Marketing LLC Approval as to Form: By: …………………………….. By: …………………………….. Name: …………………………….. Name: Amy Bartell Title: …………………………….. Title: Assistant City Attorney Date: ____, 2025 Date: _________ _, 2025 Party B: City of Palo Alto By: …………………………….. Name: Ed Shikada Title: City Manager Date: _______________, 2025 Party B: City of Palo Alto Approval by Administrative Services Department: By: …………………………… .. Name: Lauren Lai Title: Administrative Services Director Date: ______ ___, 2025 Party B: City of Palo Alto Approval by Utilities Department: By: …………………………… .. Name: Alan Kurotori Title: Utilities Director Date: _______ ___, 2025 Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 32  Packet Pg. 117 of 1140  20 DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 33  Packet Pg. 118 of 1140  21 GENERAL TERMS AND CONDITIONS ARTICLE ONE: GENERAL DEFINITIONS 1.1 “Affiliate” means, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For this purpose, “control” means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power. 1.2 “Agreement” has the meaning set forth in the Cover Sheet. 1.3 “Bankrupt” means with respect to any entity, such entity (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due. 1.4 “Business Day” means any day except a Saturday, Sunday, or a Federal Reserve Bank holiday. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party’s principal place of business. The relevant Party, in each instance unless otherwise specified, shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received. 1.5 “Buyer” means the Party to a Transaction that is obligated to purchase and receive, or cause to be received, the Product, as specified in the Transaction. 1.6 “Call Option” means an Option entitling, but not obligating, the Option Buyer to purchase and receive the Product from the Option Seller at a price equal to the Strike Price for the Delivery Period for which the Option may be exercised, all as specified in the Transaction. Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to sell and deliver the Product for the Delivery Period for which the Option has been exercised. 1.7 “Claiming Party” has the meaning set forth in Section 3.3. 1.8 “Claims” means all third party claims or actions, threatened or filed and, whether groundless, false, fraudulent or otherwise, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, expenses, attorneys’ fees and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of this Agreement. 1.9 “Confirmation” has the meaning set forth in Section 2.3. 1.10 “Contract Price” means the price in $U.S. (unless otherwise provided for) to be paid by Buyer to Seller for the purchase of the Product, as specified in the Transaction. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 34  Packet Pg. 119 of 1140  22 1.11 “Costs” means, with respect to the Non-Defaulting Party, brokerage fees, commissions and other similar third party transaction costs and expenses reasonably incurred by such Party either in terminating any arrangement pursuant to which it has hedged its obligations or entering into new arrangements which replace a Terminated Transaction; and all reasonable attorneys’ fees and expenses incurred by the Non-Defaulting Party in connection with the termination of a Transaction. 1.12 “Credit Rating” means, with respect to any entity, the rating then assigned to such entity’s unsecured, senior long-term debt obligations (not supported by third party credit enhancements) or if such entity does not have a rating for its senior unsecured long-term debt, then the rating then assigned to such entity as an issues rating by S&P, Moody’s or any other rating agency agreed by the Parties as set forth in the Cover Sheet. 1.13 “Cross Default Amount” means the cross default amount, if any, set forth in the Cover Sheet for a Party. 1.14 “Defaulting Party” has the meaning set forth in Section 5.1. 1.15 “Delivery Period” means the period of delivery for a Transaction, as specified in the Transaction. 1.16 “Delivery Point” means the point at which the Product will be delivered and received, as specified in the Transaction. 1.17 “Downgrade Event” has the meaning set forth on the Cover Sheet. 1.18 “Early Termination Date” has the meaning set forth in Section 5.2. 1.19 “Effective Date” has the meaning set forth on the Cover Sheet. 1.20 “Equitable Defenses” means any bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, and with regard to equitable remedies, the discretion of the court before which proceedings to obtain same may be pending. 1.21 “Event of Default” has the meaning set forth in Section 5.1. 1.22 “FERC” means the Federal Energy Regulatory Commission or any successor government agency. 1.23 “Force Majeure” means an event or circumstance which prevents one Party from performing its obligations under one or more Transactions, which event or circumstance was not anticipated as of the date the Transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the Claiming Party, and which, by the exercise of due diligence, the Claiming Party is unable to overcome or avoid or cause to be avoided. Force Majeure shall not be based on (i) the loss of Buyer’s markets; (ii) Buyer’s inability economically to use or resell the Product purchased hereunder; (iii) the loss or failure of Seller’s supply; or (iv) Seller’s ability to sell the Product at a price greater than the Contract Price. Neither Party may raise a claim of Force Majeure based in whole or in part on curtailment by a Transmission Provider unless (i) such Party has contracted for firm transmission with a Transmission Provider for the Product to be delivered to or received at the Delivery Point and (ii) such curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the Transmission Provider’s tariff; provided, however, that existence of the foregoing Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 35  Packet Pg. 120 of 1140  23 factors shall not be sufficient to conclusively or presumptively prove the existence of a Force Majeure absent a showing of other facts and circumstances which in the aggregate with such factors establish that a Force Majeure as defined in the first sentence hereof has occurred. The applicability of Force Majeure to the Transaction is governed by the terms of the Products and Related Definitions contained in Schedule P. 1.24 “Gains” means, with respect to any Party, an amount equal to the present value of the economic benefit to it, if any (exclusive of Costs), resulting from the termination of a Terminated Transaction, determined in a commercially reasonable manner. 1.25 “Guarantor” means, with respect to a Party, the guarantor, if any, specified for such Party on the Cover Sheet. 1.26 “Interest Rate” means, for any date, the lesser of (a) the per annum rate of interest equal to the prime lending rate as may from time to time be published in The Wall Street Journal under “Money Rates” on such day (or if not published on such day on the most recent preceding day on which published), plus two percent (2%) and (b) the maximum rate permitted by applicable law. 1.27 “Letter(s) of Credit” means one or more irrevocable, transferable standby letters of credit issued by a U.S. commercial bank or a foreign bank with a U.S. branch with such bank having a credit rating of at least A- from S&P or A3 from Moody’s, in a form acceptable to the Party in whose favor the letter of credit is issued. Costs of a Letter of Credit shall be borne by the applicant for such Letter of Credit. 1.28 “Losses” means, with respect to any Party, an amount equal to the present value of the economic loss to it, if any (exclusive of Costs), resulting from termination of a Terminated Transaction, determined in a commercially reasonable manner. 1.29 “Master Agreement” has the meaning set forth on the Cover Sheet. 1.30 “Moody’s” means Moody’s Investor Services, Inc. or its successor. 1.31 “NERC Business Day” means any day except a Saturday, Sunday or a holiday as defined by the North American Electric Reliability Council or any successor organization thereto. A NERC Business Day shall open at 8:00 a.m. and close at 5:00 p.m. local time for the relevant Party’s principal place of business. The relevant Party, in each instance unless otherwise specified, shall be the Party from whom the notice, payment or delivery is being sent and by whom the notice or payment or delivery is to be received. 1.32 “Non-Defaulting Party” has the meaning set forth in Section 5.2. 1.33 “Offsetting Transactions” mean any two or more outstanding Transactions, having the same or overlapping Delivery Period(s), Delivery Point and payment date, where under one or more of such Transactions, one Party is the Seller, and under the other such Transaction(s), the same Party is the Buyer. 1.34 “Option” means the right but not the obligation to purchase or sell a Product as specified in a Transaction. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 36  Packet Pg. 121 of 1140  24 1.35 “Option Buyer” means the Party specified in a Transaction as the purchaser of an option, as defined in Schedule P. 1.36 “Option Seller” means the Party specified in a Transaction as the seller of an option , as defined in Schedule P. 1.37 “Party A Collateral Threshold” means the collateral threshold, if any, set forth in the Cover Sheet for Party A. 1.38 “Party B Collateral Threshold” means the collateral threshold, if any, set forth in the Cover Sheet for Party B. 1.39 “Party A Independent Amount” means the amount , if any, set forth in the Cover Sheet for Party A. 1.40 “Party B Independent Amount” means the amount , if any, set forth in the Cover Sheet for Party B. 1.41 “Party A Rounding Amount” means the amount, if any, set forth in the Cover Sheet for Party A. 1.42 “Party B Rounding Amount” means the amount, if any, set forth in the Cover Sheet for Party B. 1.43 “Party A Tariff” means the tariff, if any, specified in the Cover Sheet for Party A. 1.44 “Party B Tariff” means the tariff, if any, specified in the Cover Sheet for Party B. 1.45 “Performance Assurance” means collateral in the form of either cash, Letter(s) of Credit, or other security acceptable to the Requesting Party. 1.46 “Potential Event of Default” means an event which, with notice or passage of time or both, would constitute an Event of Default. 1.47 “Product” means electric capacity, energy or other product(s) related thereto as specified in a Transaction by reference to a Product listed in Schedule P hereto or as otherwise specified by the Parties in the Transaction. 1.48 “Put Option” means an Option entitling, but not obligating, the Option Buyer to sell and deliver the Product to the Option Seller at a price equal to the Strike Price for the Delivery Period for which the option may be exercised, all as specified in a Transaction. Upon proper exercise of the Option by the Option Buyer, the Option Seller will be obligated to purchase and receive the Product. 1.49 “Quantity” means that quantity of the Product that Seller agrees to make available or sell and deliver, or cause to be delivered, to Buyer, and that Buyer agrees to purchase and receive, or cause to be received, from Seller as specified in the Transaction. 1.50 “Recording” has the meaning set forth in Section 2.4. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 37  Packet Pg. 122 of 1140  25 1.51 “Replacement Price” means the price at which Buyer, acting in a commercially reasonable manner, purchases at the Delivery Point a replacement for any Product specified in a Transaction but not delivered by Seller, plus (i) costs reasonably incurred by Buyer in purchasing such substitute Product and (ii) additional transmission charges, if any, reasonably incurred by Buyer to the Delivery Point, or at Buyer’s option, the market price at the Delivery Point for such Product not delivered as determined by Buyer in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Buyer be required to utilize or change its utilization of its owned or controlled assets or market positions to minimize Seller’s liability. For the purposes of this definition, Buyer shall be considered to have purchased replacement Product to the extent Buyer shall have entered into one or more arrangements in a commercially reasonable manner whereby Buyer repurchases its obligation to sell and deliver the Product to another party at the Delivery Point. 1.52 “S&P” means the Standard & Poor’s Rating Group (a division of McGraw-Hill, Inc.) or its successor. 1.53 “Sales Price” means the price at which Seller, acting in a commercially reasonable manner, resells at the Delivery Point any Product not received by Buyer, deducting from such proceeds any (i) costs reasonably incurred by Seller in reselling such Product and (ii) additional transmission charges, if any, reasonably incurred by Seller in delivering such Product to the third party purchasers, or at Seller’s option, the market price at the Delivery Point for such Product not received as determined by Seller in a commercially reasonable manner; provided, however, in no event shall such price include any penalties, ratcheted demand or similar charges, nor shall Seller be required to utilize or change its utilization of its owned or controlled assets, including contractual assets, or market positions to minimize Buyer’s liability. For purposes of this definition, Seller shall be considered to have resold such Product to the extent Seller shall have entered into one or more arrangements in a commercially reasonable manner whereby Seller repurchases its obligation to purchase and receive the Product from another party at the Delivery Point. 1.54 “Schedule” or “Scheduling” means the actions of Seller, Buyer and/or their designated representatives, including each Party’s Transmission Providers, if applicable, of notifying, requesting and confirming to each other the quantity and type of Product to be delivered on any given day or days during the Delivery Period at a specified Delivery Point. 1.55 “Seller” means the Party to a Transaction that is obligated to sell and deliver, or cause to be delivered, the Product, as specified in the Transaction. 1.56 “Settlement Amount” means, with respect to a Transaction and the Non-Defaulting Party, the Losses or Gains, and Costs, expressed in U.S. Dollars, which such party incurs as a result of the liquidation of a Terminated Transaction pursuant to Section 5.2. 1.57 “Strike Price” means the price to be paid for the purchase of the Product pursuant to an Option. 1.58 “Terminated Transaction” has the meaning set forth in Section 5.2. 1.59 “Termination Payment” has the meaning set forth in Section 5.3. 1.60 “Transaction” means a particular transaction agreed to by the Parties relating to the sale and purchase of a Product pursuant to this Master Agreement. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 38  Packet Pg. 123 of 1140  26 1.61 “Transmission Provider” means any entity or entities transmitting or transporting the Product on behalf of Seller or Buyer to or from the Delivery Point in a particular Transaction. ARTICLE TWO: TRANSACTION TERMS AND CONDITIONS 2.1 Transactions. A Transaction shall be entered into upon agreement of the Parties orally or, if expressly required by either Party with respect to a particular Transaction, in writing, including an electronic means of communication. Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement (i) based on any law requiring agreements to be in writing or to be signed by the parties, or (ii) based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction. 2.2 Governing Terms. Unless otherwise specifically agreed, each Transaction between the Parties shall be governed by this Master Agreement. This Master Agreement (including all exhibits, schedules and any written supplements hereto), , the Party A Tariff, if any, and the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any Confirmations accepted in accordance with Section 2.3) shall form a single integrated agreement between the Parties. Any inconsistency between any terms of this Master Agreement and any terms of the Transaction shall be resolved in favor of the terms of such Transaction. 2.3 Confirmation. Seller may confirm a Transaction by forwarding to Buyer by facsimile within three (3) Business Days after the Transaction is entered into a confirmation (“Confirmation”) substantially in the form of Exhibit A. If Buyer objects to any term(s) of such Confirmation, Buyer shall notify Seller in writing of such objections within two (2) Business Days of Buyer’s receipt thereof, failing which Buyer shall be deemed to have accepted the terms as sent. If Seller fails to send a Confirmation within three (3) Business Days after the Transaction is entered into, a Confirmation substantially in the form of Exhibit A, may be forwarded by Buyer to Seller. If Seller objects to any term(s) of such Confirmation, Seller shall notify Buyer of such objections within two (2) Business Days of Seller’s receipt thereof, failing which Seller shall be deemed to have accepted the terms as sent. If Seller and Buyer each send a Confirmation and neither Party objects to the other Party’s Confirmation within two (2) Business Days of receipt, Seller’s Confirmation shall be deemed to be accepted and shall be the controlling Confirmation, unless (i) Seller’s Confirmation was sent more than three (3) Business Days after the Transaction was entered into and (ii) Buyer’s Confirmation was sent prior to Seller’s Confirmation, in which case Buyer’s Confirmation shall be deemed to be accepted and shall be the controlling Confirmation. Failure by either Party to send or either Party to return an executed Confirmation or any objection by either Party shall not invalidate the Transaction agreed to by the Parties. 2.4 Additional Confirmation Terms. If the Parties have elected on the Cover Sheet to make this Section 2.4 applicable to this Master Agreement, when a Confirmation contains provisions, other than those provisions relating to the commercial terms of the Transaction (e.g., price or special transmission conditions), which modify or supplement the general terms and conditions of this Master Agreement (e.g., arbitration provisions or additional representations and warranties), such provisions shall not be deemed to be accepted pursuant to Section 2.3 unless agreed to either orally or in writing by the Parties; provided that the foregoing shall not invalidate any Transaction agreed to by the Parties. 2.5 Recording. Unless a Party expressly objects to a Recording (defined below) at the beginning of a telephone conversation, each Party consents to the creation of a tape or electronic recording (“Recording”) of all telephone conversations between the Parties to this Master Agreement, and that any such Recordings will be retained in confidence, secured from improper access, and may be submitted in evidence in any proceeding or action relating to this Agreement. Each Party waives any Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 39  Packet Pg. 124 of 1140  27 further notice of such monitoring or recording, and agrees to notify its officers and employees of such monitoring or recording and to obtain any necessary consent of such officers and employees. The Recording, and the terms and conditions described therein, if admissible, shall be the controlling evidence for the Parties’ agreement with respect to a particular Transaction in the event a Confirmation is not fully executed (or deemed accepted) by both Parties. Upon full execution (or deemed acceptance) of a Confirmation, such Confirmation shall control in the event of any conflict with the terms of a Recording, or in the event of any conflict with the terms of this Master Agreement. ARTICLE THREE: OBLIGATIONS AND DELIVERIES 3.1 Seller’s and Buyer’s Obligations. With respect to each Transaction, Seller shall sell and deliver, or cause to be delivered, and Buyer shall purchase and receive, or cause to be received, the Quantity of the Product at the Delivery Point, and Buyer shall pay Seller the Contract Price; provided, however, with respect to Options, the obligations set forth in the preceding sentence shall only arise if the Option Buyer exercises its Option in accordance with its terms. Seller shall be responsible for any costs or charges imposed on or associated with the Product or its delivery of the Product up to the Delivery Point. Buyer shall be responsible for any costs or charges imposed on or associated with the Product or its receipt at and from the Delivery Point. 3.2 Transmission and Scheduling. Seller shall arrange and be responsible for transmission service to the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers, as specified by the Parties in the Transaction, or in the absence thereof, in accordance with the practice of the Transmission Providers, to deliver the Product to the Delivery Point. Buyer shall arrange and be responsible for transmission service at and from the Delivery Point and shall Schedule or arrange for Scheduling services with its Transmission Providers to receive the Product at the Delivery Point. 3.3 Force Majeure. To the extent either Party is prevented by Force Majeure from carrying out, in whole or part, its obligations under the Transaction and such Party (the “Claiming Party”) gives notice and details of the Force Majeure to the other Party as soon as practicable, then, unless the terms of the Product specify otherwise, the Claiming Party shall be excused from the performance of its obligations with respect to such Transaction (other than the obligation to make payments then due or becoming due with respect to performance prior to the Force Majeure). The Claiming Party shall remedy the Force Majeure with all reasonable dispatch. The non-Claiming Party shall not be required to perform or resume performance of its obligations to the Claiming Party corresponding to the obligations of the Claiming Party excused by Force Majeure. ARTICLE FOUR: REMEDIES FOR FAILURE TO DELIVER/RECEIVE 4.1 Seller Failure. If Seller fails to schedule and/or deliver all or part of the Product pursuant to a Transaction, and such failure is not excused under the terms of the Product or by Buyer’s failure to perform, then Seller shall pay Buyer, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if “Accelerated Payment of Damages” is specified on the Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Contract Price from the Replacement Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount. 4.2 Buyer Failure. If Buyer fails to schedule and/or receive all or part of the Product pursuant to a Transaction and such failure is not excused under the terms of the Product or by Seller’s failure to perform, then Buyer shall pay Seller, on the date payment would otherwise be due in respect of the month in which the failure occurred or, if “Accelerated Payment of Damages” is specified on the Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 40  Packet Pg. 125 of 1140  28 Cover Sheet, within five (5) Business Days of invoice receipt, an amount for such deficiency equal to the positive difference, if any, obtained by subtracting the Sales Price from the Contract Price. The invoice for such amount shall include a written statement explaining in reasonable detail the calculation of such amount. ARTICLE FIVE: EVENTS OF DEFAULT; REMEDIES 5.1 Events of Default. An “Event of Default” shall mean, with respect to a Party (a “Defaulting Party”), the occurrence of any of the following: (a) the failure to make, when due, any payment required pursuant to this Agreement if such failure is not remedied within three (3) Business Days after written notice; (b) any representation or warranty made by such Party herein is false or misleading in any material respect when made or when deemed made or repeated; (c) the failure to perform any material covenant or obligation set forth in this Agreement (except to the extent constituting a separate Event of Default, and except for such Party’s obligations to deliver or receive the Product, the exclusive remedy for which is provided in Article Four) if such failure is not remedied within three (3) Business Days after written notice; (d) such Party becomes Bankrupt; (e) the failure of such Party to satisfy the creditworthiness/collateral requirements agreed to pursuant to Article Eight hereof; (f) such Party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all of its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer, the resulting, surviving or transferee entity fails to assume all the obligations of such Party under this Agreement to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other Party; (g) if the applicable cross default section in the Cover Sheet is indicated for such Party, the occurrence and continuation of (i) a default, event of default or other similar condition or event in respect of such Party or any other party specified in the Cover Sheet for such Party under one or more agreements or instruments, individually or collectively, relating to indebtedness for borrowed money in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet), which results in such indebtedness becoming, or becoming capable at such time of being declared, immediately due and payable or (ii) a default by such Party or any other party specified in the Cover Sheet for such Party in making on the due date therefor one or more payments, individually or collectively, in an aggregate amount of not less than the applicable Cross Default Amount (as specified in the Cover Sheet); (h) with respect to such Party’s Guarantor, if any: Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 41  Packet Pg. 126 of 1140  29 (i) if any representation or warranty made by a Guarantor in connection with this Agreement is false or misleading in any material respect when made or when deemed made or repeated; (ii) the failure of a Guarantor to make any payment required or to perform any other material covenant or obligation in any guaranty made in connection with this Agreement and such failure shall not be remedied within three (3) Business Days after written notice; (iii) a Guarantor becomes Bankrupt; (iv) the failure of a Guarantor’s guaranty to be in full force and effect for purposes of this Agreement (other than in accordance with its terms) prior to the satisfaction of all obligations of such Party under each Transaction to which such guaranty shall relate without the written consent of the other Party; or (v) a Guarantor shall repudiate, disaffirm, disclaim, or reject, in whole or in part, or challenge the validity of any guaranty. 5.2 Declaration of an Early Termination Date and Calculation of Settlement Amounts. If an Event of Default with respect to a Defaulting Party shall have occurred and be continuing, the other Party (the “Non-Defaulting Party”) shall have the right (i) to designate a day, no earlier than the day such notice is effective and no later than 20 days after such notice is effective, as an early termination date (“Early Termination Date”) to accelerate all amounts owing between the Parties and to liquidate and terminate all, but not less than all, Transactions (each referred to as a “Terminated Transaction”) between the Parties, (ii) withhold any payments due to the Defaulting Party under this Agreement and (iii) suspend performance. The Non-Defaulting Party shall calculate, in a commercially reasonable manner, a Settlement Amount for each such Terminated Transaction as of the Early Termination Date (or, to the extent that in the reasonable opinion of the Non-Defaulting Party certain of such Terminated Transactions are commercially impracticable to liquidate and terminate or may not be liquidated and terminated under applicable law on the Early Termination Date, as soon thereafter as is reasonably practicable). 5.3 Net Out of Settlement Amounts. The Non-Defaulting Party shall aggregate all Settlement Amounts into a single amount by: netting out (a) all Settlement Amounts that are due to the Defaulting Party, plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Non-Defaulting Party pursuant to Article Eight, plus any or all other amounts due to the Defaulting Party under this Agreement against (b) all Settlement Amounts that are due to the Non- Defaulting Party, plus any or all other amounts due to the Non-Defaulting Party under this Agreement, so that all such amounts shall be netted out to a single liquidated amount (the “Termination Payment”) payable by one Party to the other. The Termination Payment shall be due to or due from the Non- Defaulting Party as appropriate. 5.4 Notice of Payment of Termination Payment. As soon as practicable after a liquidation, notice shall be given by the Non-Defaulting Party to the Defaulting Party of the amount of the Termination Payment and whether the Termination Payment is due to or due from the Non-Defaulting Party. The notice shall include a written statement explaining in reasonable detail the calculation of such amount. The Termination Payment shall be made by the Party that owes it within two (2) Business Days after such notice is effective. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 42  Packet Pg. 127 of 1140  30 5.5 Disputes With Respect to Termination Payment. If the Defaulting Party disputes the Non-Defaulting Party’s calculation of the Termination Payment, in whole or in part, the Defaulting Party shall, within two (2) Business Days of receipt of Non-Defaulting Party’s calculation of the Termination Payment, provide to the Non-Defaulting Party a detailed written explanation of the basis for such dispute; provided, however, that if the Termination Payment is due from the Defaulting Party, the Defaulting Party shall first transfer Performance Assurance to the Non-Defaulting Party in an amount equal to the Termination Payment. 5.6 Closeout Setoffs. Option A: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party to the Non-Defaulting Party under any other agreements, instruments or undertakings between the Defaulting Party and the Non-Defaulting Party and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). Option B: After calculation of a Termination Payment in accordance with Section 5.3, if the Defaulting Party would be owed the Termination Payment, the Non-Defaulting Party shall be entitled, at its option and in its discretion, to (i) set off against such Termination Payment any amounts due and owing by the Defaulting Party or any of its Affiliates to the Non-Defaulting Party or any of its Affiliates under any other agreements, instruments or undertakings between the Defaulting Party or any of its Affiliates and the Non-Defaulting Party or any of its Affiliates and/or (ii) to the extent the Transactions are not yet liquidated in accordance with Section 5.2, withhold payment of the Termination Payment to the Defaulting Party. The remedy provided for in this Section shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract or otherwise). Option C: Neither Option A nor B shall apply. 5.7 Suspension of Performance. Notwithstanding any other provision of this Master Agreement, if (a) an Event of Default or (b) a Potential Event of Default shall have occurred and be continuing, the Non-Defaulting Party, upon written notice to the Defaulting Party, shall have the right (i) to suspend performance under any or all Transactions; provided, however, in no event shall any such suspension continue for longer than ten (10) NERC Business Days with respect to any single Transaction unless an early Termination Date shall have been declared and notice thereof pursuant to Section 5.2 given, and (ii) to the extent an Event of Default shall have occurred and be continuing to exercise any remedy available at law or in equity. ARTICLE SIX: PAYMENT AND NETTING 6.1 Billing Period. Unless otherwise specifically agreed upon by the Parties in a Transaction, the calendar month shall be the standard period for all payments under this Agreement (other than Termination Payments and, if “Accelerated Payment of Damages” is specified by the Parties in the Cover Sheet, payments pursuant to Section 4.1 or 4.2 and Option premium payments pursuant to Section 6.7). As soon as practicable after the end of each month, each Party will render to the other Party an invoice for the payment obligations, if any, incurred hereunder during the preceding month. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 43  Packet Pg. 128 of 1140  31 6.2 Timeliness of Payment. Unless otherwise agreed by the Parties in a Transaction, all invoices under this Master Agreement shall be due and payable in accordance with each Party’s invoice instructions on or before the later of the twentieth (20th) day of each month, or tenth (10th) day after receipt of the invoice or, if such day is not a Business Day, then on the next Business Day. Each Party will make payments by electronic funds transfer, or by other mutually agreeable method(s), to the account designated by the other Party. Any amounts not paid by the due date will be deemed delinquent and will accrue interest at the Interest Rate, such interest to be calculated from and including the due date to but excluding the date the delinquent amount is paid in full. 6.3 Disputes and Adjustments of Invoices. A Party may, in good faith, dispute the correctness of any invoice or any adjustment to an invoice, rendered under this Agreement or adjust any invoice for any arithmetic or computational error within twelve (12) months of the date the invoice, or adjustment to an invoice, was rendered. In the event an invoice or portion thereof, or any other claim or adjustment arising hereunder, is disputed, payment of the undisputed portion of the invoice shall be required to be made when due, with notice of the objection given to the other Party. Any invoice dispute or invoice adjustment shall be in writing and shall state the basis for the dispute or adjustment. Payment of the disputed amount shall not be required until the dispute is resolved. Upon resolution of the dispute, any required payment shall be made within two (2) Business Days of such resolution along with interest accrued at the Interest Rate from and including the due date to but excluding the date paid. Inadvertent overpayments shall be returned upon request or deducted by the Party receiving such overpayment from subsequent payments, with interest accrued at the Interest Rate from and including the date of such overpayment to but excluding the date repaid or deducted by the Party receiving such overpayment. Any dispute with respect to an invoice is waived unless the other Party is notified in accordance with this Section 6.3 within twelve (12) months after the invoice is rendered or any specific adjustment to the invoice is made. If an invoice is not rendered within twelve (12) months after the close of the month during which performance of a Transaction occurred, the right to payment for such performance is waived. 6.4 Netting of Payments. The Parties hereby agree that they shall discharge mutual debts and payment obligations due and owing to each other on the same date pursuant to all Transactions through netting, in which case all amounts owed by each Party to the other Party for the purchase and sale of Products during the monthly billing period under this Master Agreement, including any related damages calculated pursuant to Article Four (unless one of the Parties elects to accelerate payment of such amounts as permitted by Article Four), interest, and payments or credits, shall be netted so that only the excess amount remaining due shall be paid by the Party who owes it. 6.5 Payment Obligation Absent Netting. If no mutual debts or payment obligations exist and only one Party owes a debt or obligation to the other during the monthly billing period, including, but not limited to, any related damage amounts calculated pursuant to Article Four, interest, and payments or credits, that Party shall pay such sum in full when due. 6.6 Security. Unless the Party benefiting from Performance Assurance or a guaranty notifies the other Party in writing, and except in connection with a liquidation and termination in accordance with Article Five, all amounts netted pursuant to this Article Six shall not take into account or include any Performance Assurance or guaranty which may be in effect to secure a Party’s performance under this Agreement. 6.7 Payment for Options. The premium amount for the purchase of an Option shall be paid within two (2) Business Days of receipt of an invoice from the Option Seller. Upon exercise of an Option, payment for the Product underlying such Option shall be due in accordance with Section 6.1. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 44  Packet Pg. 129 of 1140  32 6.8 Transaction Netting. If the Parties enter into one or more Transactions, which in conjunction with one or more other outstanding Transactions, constitute Offsetting Transactions, then all such Offsetting Transactions may by agreement of the Parties, be netted into a single Transaction under which: (a) the Party obligated to deliver the greater amount of Energy will deliver the difference between the total amount it is obligated to deliver and the total amount to be delivered to it under the Offsetting Transactions, and (b) the Party owing the greater aggregate payment will pay the net difference owed between the Parties. Each single Transaction resulting under this Section shall be deemed part of the single, indivisible contractual arrangement between the parties, and once such resulting Transaction occurs, outstanding obligations under the Offsetting Transactions which are satisfied by such offset shall terminate. ARTICLE SEVEN: LIMITATIONS 7.1 Limitation of Remedies, Liability and Damages. EXCEPT AS SET FORTH HEREIN, THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. THE PARTIES CONFIRM THAT THE EXPRESS REMEDIES AND MEASURES OF DAMAGES PROVIDED IN THIS AGREEMENT SATISFY THE ESSENTIAL PURPOSES HEREOF. FOR BREACH OF ANY PROVISION FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY, THE OBLIGOR’S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN OR IN A TRANSACTION, THE OBLIGOR’S LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED. UNLESS EXPRESSLY HEREIN PROVIDED, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. TO THE EXTENT ANY DAMAGES REQUIRED TO BE PAID HEREUNDER ARE LIQUIDATED, THE PARTIES ACKNOWLEDGE THAT THE DAMAGES ARE DIFFICULT OR IMPOSSIBLE TO DETERMINE, OR OTHERWISE OBTAINING AN ADEQUATE REMEDY IS INCONVENIENT AND THE DAMAGES CALCULATED HEREUNDER CONSTITUTE A REASONABLE APPROXIMATION OF THE HARM OR LOSS. ARTICLE EIGHT: CREDIT AND COLLATERAL REQUIREMENTS 8.1 Party A Credit Protection. The applicable credit and collateral requirements shall be as specified on the Cover Sheet. If no option in Section 8.1(a) is specified on the Cover Sheet, Section 8.l(a) Option C shall apply exclusively. If none of Sections 8.1(b), 8.1(c) or 8.1(d) are specified on the Cover Sheet, Section 8.1(b) shall apply exclusively. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 45  Packet Pg. 130 of 1140  33 (a) Financial Information. Option A: If requested by Party A, Party B shall deliver (i) within 120 days following the end of each fiscal year, a copy of Party B’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of Party B’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as Party B diligently pursues the preparation, certification and delivery of the statements. Option B: If requested by Party A, Party B shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements. Option C: Party A may request from Party B the information specified in the Cover Sheet. (b) Credit Assurances. If Party A has reasonable grounds to believe that Party B’s creditworthiness or performance under this Agreement has become unsatisfactory, Party A will provide Party B with written notice requesting Performance Assurance in an amount determined by Party A in a commercially reasonable manner. Upon receipt of such notice Party B shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party A. In the event that Party B fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party A within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. (c) Collateral Threshold. If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party A plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold, then Party A, on any Business Day, may request that Party B provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party B’s Independent Amount, if any, exceeds the Party B Collateral Threshold (rounding upwards for any fractional amount to the next Party B Rounding Amount) (“Party B Performance Assurance”), less any Party B Performance Assurance already posted with Party A. Such Party B Performance Assurance shall be delivered to Party A within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party B, at its sole cost, may request that such Party B Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party B’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party B Rounding Amount). In the event that Party B fails to provide Party B Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 46  Packet Pg. 131 of 1140  34 For purposes of this Section 8.1(c), the calculation of the Termination Payment shall be calculated pursuant to Section 5.3 by Party A as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party B to Party A, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. (d) Downgrade Event. If at any time there shall occur a Downgrade Event in respect of Party B, then Party A may require Party B to provide Performance Assurance in an amount determined by Party A in a commercially reasonable manner. In the event Party B shall fail to provide such Performance Assurance or a guaranty or other credit assurance acceptable to Party A within three (3) Business Days of receipt of notice, then an Event of Default shall be deemed to have occurred and Party A will be entitled to the remedies set forth in Article Five of this Master Agreement. (e) If specified on the Cover Sheet, Party B shall deliver to Party A, prior to or concurrently with the execution and delivery of this Master Agreement a guarantee in an amount not less than the Guarantee Amount specified on the Cover Sheet and in a form reasonably acceptable to Party A. 8.2 Party B Credit Protection. The applicable credit and collateral requirements shall be as specified on the Cover Sheet. If no option in Section 8.2(a) is specified on the Cover Sheet, Section 8.2(a) Option C shall apply exclusively. If none of Sections 8.2(b), 8.2(c) or 8.2(d) are specified on the Cover Sheet, Section 8.2(b) shall apply exclusively. (a) Financial Information. Option A: If requested by Party B, Party A shall deliver (i) within 120 days following the end of each fiscal year, a copy of Party A’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of such Party’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as such Party diligently pursues the preparation, certification and delivery of the statements. Option B: If requested by Party B, Party A shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for the party(s) specified on the Cover Sheet and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for the party(s) specified on the Cover Sheet. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification and delivery of the statements. Option C: Party B may request from Party A the information specified in the Cover Sheet. (b) Credit Assurances. If Party B has reasonable grounds to believe that Party A’s creditworthiness or performance under this Agreement has become unsatisfactory, Party B will provide Party A with written notice requesting Performance Assurance in an amount determined by Party B in a commercially reasonable manner. Upon receipt of such notice Party A shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party B. In the event that Party A fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 47  Packet Pg. 132 of 1140  35 deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. (c) Collateral Threshold. If at any time and from time to time during the term of this Agreement (and notwithstanding whether an Event of Default has occurred), the Termination Payment that would be owed to Party B plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Threshold, then Party B, on any Business Day, may request that Party A provide Performance Assurance in an amount equal to the amount by which the Termination Payment plus Party A’s Independent Amount, if any, exceeds the Party A Collateral Threshold (rounding upwards for any fractional amount to the next Party A Rounding Amount) (“Party A Performance Assurance”), less any Party A Performance Assurance already posted with Party B. Such Party A Performance Assurance shall be delivered to Party B within three (3) Business Days of the date of such request. On any Business Day (but no more frequently than weekly with respect to Letters of Credit and daily with respect to cash), Party A, at its sole cost, may request that such Party A Performance Assurance be reduced correspondingly to the amount of such excess Termination Payment plus Party A’s Independent Amount, if any, (rounding upwards for any fractional amount to the next Party A Rounding Amount). In the event that Party A fails to provide Party A Performance Assurance pursuant to the terms of this Article Eight within three (3) Business Days, then an Event of Default under Article Five shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. For purposes of this Section 8.2(c), the calculation of the Termination Payment shall be calculated pursuant to Section 5.3 by Party B as if all outstanding Transactions had been liquidated, and in addition thereto, shall include all amounts owed but not yet paid by Party A to Party B, whether or not such amounts are due, for performance already provided pursuant to any and all Transactions. (d) Downgrade Event. If at any time there shall occur a Downgrade Event in respect of Party A, then Party B may require Party A to provide Performance Assurance in an amount determined by Party B in a commercially reasonable manner. In the event Party A shall fail to provide such Performance Assurance or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default shall be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. (e) If specified on the Cover Sheet, Party A shall deliver to Party B, prior to or concurrently with the execution and delivery of this Master Agreement a guarantee in an amount not less than the Guarantee Amount specified on the Cover Sheet and in a form reasonably acceptable to Party B. 8.3 Grant of Security Interest/Remedies. To secure its obligations under this Agreement and to the extent either or both Parties deliver Performance Assurance hereunder, each Party (a “Pledgor”) hereby grants to the other Party (the “Secured Party”) a present and continuing security interest in, and lien on (and right of setoff against), and assignment of, all cash collateral and cash equivalent collateral and any and all proceeds resulting therefrom or the liquidation thereof, whether now or hereafter held by, on behalf of, or for the benefit of, such Secured Party, and each Party agrees to take such action as the other Party reasonably requires in order to perfect the Secured Party’s first-priority security interest in, and lien on (and right of setoff against), such collateral and any and all proceeds resulting therefrom or from the liquidation thereof. Upon or any time after the occurrence or deemed occurrence and during the continuation of an Event of Default or an Early Termination Date, the Non-Defaulting Party may do any one or more of the following: (i) exercise any of the rights and remedies of a Secured Party with respect to all Performance Assurance, including any such rights and remedies under law then in effect; (ii) exercise its rights of setoff against any and all property of the Defaulting Party in the possession of the Non-Defaulting Party or its agent; (iii) draw on any outstanding Letter of Credit issued for its benefit; and (iv) liquidate all Performance Assurance then held by or for the benefit of the Secured Party free from any Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 48  Packet Pg. 133 of 1140  36 claim or right of any nature whatsoever of the Defaulting Party, including any equity or right of purchase or redemption by the Defaulting Party. The Secured Party shall apply the proceeds of the collateral realized upon the exercise of any such rights or remedies to reduce the Pledgor’s obligations under the Agreement (the Pledgor remaining liable for any amounts owing to the Secured Party after such application), subject to the Secured Party’s obligation to return any surplus proceeds remaining after such obligations are satisfied in full. ARTICLE NINE: GOVERNMENTAL CHARGES 9.1 Cooperation. Each Party shall use reasonable efforts to implement the provisions of and to administer this Master Agreement in accordance with the intent of the parties to minimize all taxes , so long as neither Party is materially adversely affected by such efforts. 9.2 Governmental Charges. Seller shall pay or cause to be paid all taxes imposed by any government authority(“Governmental Charges”) on or with respect to the Product or a Transaction arising prior to the Delivery Point. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Product or a Transaction at and from the Delivery Point (other than ad valorem, franchise or income taxes which are related to the sale of the Product and are, therefore, the responsibility of the Seller). In the event Seller is required by law or regulation to remit or pay Governmental Charges which are Buyer’s responsibility hereunder, Buyer shall promptly reimburse Seller for such Governmental Charges. If Buyer is required by law or regulation to remit or pay Governmental Charges which are Seller’s responsibility hereunder, Buyer may deduct the amount of any such Governmental Charges from the sums due to Seller under Article 6 of this Agreement. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under the law. ARTICLE TEN: MISCELLANEOUS 10.1 Term of Master Agreement. The term of this Master Agreement shall commence on the Effective Date and shall remain in effect until terminated by either Party upon (thirty) 30 days’ prior written notice; provided, however, that such termination shall not affect or excuse the performance of either Party under any provision of this Master Agreement that by its terms survives any such termination and, provided further, that this Master Agreement and any other documents executed and delivered hereunder shall remain in effect with respect to the Transaction(s) entered into prior to the effective date of such termination until both Parties have fulfilled all of their obligations with respect to such Transaction(s), or such Transaction(s) that have been terminated under Section 5.2 of this Agreement. 10.2 Representations and Warranties. On the Effective Date and the date of entering into each Transaction, each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; (ii) it has all regulatory authorizations necessary for it to legally perform its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (iii) the execution, delivery and performance of this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) are within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 49  Packet Pg. 134 of 1140  37 contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; (iv) this Master Agreement, each Transaction (including any Confirmation accepted in accordance with Section 2.3), and each other document executed and delivered in accordance with this Master Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms; subject to any Equitable Defenses. (v) it is not Bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming Bankrupt; (vi) there is not pending or, to its knowledge, threatened against it or any of its Affiliates any legal proceedings that could materially adversely affect its ability to perform its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (vii) no Event of Default or Potential Event of Default with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (viii) it is acting for its own account, has made its own independent decision to enter into this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) and as to whether this Master Agreement and each such Transaction (including any Confirmation accepted in accordance with Section 2.3) is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of and understanding, and understands and accepts, the terms, conditions and risks of this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3); (ix) it is a “forward contract merchant” within the meaning of the United States Bankruptcy Code; (x) it has entered into this Master Agreement and each Transaction (including any Confirmation accepted in accordance with Section 2.3) in connection with the conduct of its business and it has the capacity or ability to make or take delivery of all Products referred to in the Transaction to which it is a Party; (xi) with respect to each Transaction (including any Confirmation accepted in accordance with Section 2.3) involving the purchase or sale of a Product or an Option, it is a producer, processor, commercial user or merchant handling the Product, and it is entering into such Transaction for purposes related to its business as such; and (xii) the material economic terms of each Transaction are subject to individual negotiation by the Parties. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 50  Packet Pg. 135 of 1140  38 10.3 Title and Risk of Loss. Title to and risk of loss related to the Product shall transfer from Seller to Buyer at the Delivery Point. Seller warrants that it will deliver to Buyer the Quantity of the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person arising prior to the Delivery Point. 10.4 Indemnity. Each Party shall indemnify, defend and hold harmless the other Party from and against any Claims arising from or out of any event, circumstance, act or incident first occurring or existing during the period when control and title to Product is vested in such Party as provided in Section 10.3. Each Party shall indemnify, defend and hold harmless the other Party against any Governmental Charges for which such Party is responsible under Article Nine. 10.5 Assignment. Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent may be withheld in the exercise of its sole discretion; provided, however, either Party may, without the consent of the other Party (and without relieving itself from liability hereunder), (i) transfer, sell, pledge, encumber or assign this Agreement or the accounts, revenues or proceeds hereof in connection with any financing or other financial arrangements, (ii) transfer or assign this Agreement to an affiliate of such Party which affiliate’s creditworthiness is equal to or higher than that of such Party, or (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets whose creditworthiness is equal to or higher than that of such Party; provided, however, that in each such case, any such assignee shall agree in writing to be bound by the terms and conditions hereof and so long as the transferring Party delivers such tax and enforceability assurance as the non-transferring Party may reasonably request. 10.6 Governing Law. THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. EACH PARTY WAIVES ITS RESPECTIVE RIGHT TO ANY JURY TRIAL WITH RESPECT TO ANY LITIGATION ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT. 10.7 Notices. All notices, requests, statements or payments shall be made as specified in the Cover Sheet. Notices (other than scheduling requests) shall, unless otherwise specified herein, be in writing and may be delivered by hand delivery, United States mail, overnight courier service or facsimile. Notice by facsimile or hand delivery shall be effective at the close of business on the day actually received, if received during business hours on a Business Day, and otherwise shall be effective at the close of business on the next Business Day. Notice by overnight United States mail or courier shall be effective on the next Business Day after it was sent. A Party may change its addresses by providing notice of same in accordance herewith. 10.8 General. This Master Agreement (including the exhibits, schedules and any written supplements hereto), the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any Confirmation accepted in accordance with Section 2.3) constitute the entire agreement between the Parties relating to the subject matter. Notwithstanding the foregoing, any collateral, credit support or margin agreement or similar arrangement between the Parties shall, upon designation by the Parties, be deemed part of this Agreement and shall be incorporated herein by reference. This Agreement shall be considered for all purposes as prepared through the joint efforts of the parties and shall not be construed against one party or the other as a result of the preparation, substitution, submission or other event of negotiation, drafting or execution hereof. Except to the extent herein provided for, no amendment or modification to this Master Agreement shall be enforceable unless reduced to writing and executed by both Parties. Each Party agrees if it seeks to amend any applicable wholesale power sales tariff during the Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 51  Packet Pg. 136 of 1140  39 term of this Agreement, such amendment will not in any way affect outstanding Transactions under this Agreement without the prior written consent of the other Party. Each Party further agrees that it will not assert, or defend itself, on the basis that any applicable tariff is inconsistent with this Agreement. This Agreement shall not impart any rights enforceable by any third party (other than a permitted successor or assignee bound to this Agreement). Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default. Any provision declared or rendered unlawful by any applicable court of law or regulatory agency or deemed unlawful because of a statutory change (individually or collectively, such events referred to as “Regulatory Event”) will not otherwise affect the remaining lawful obligations that arise under this Agreement; and provided, further, that if a Regulatory Event occurs, the Parties shall use their best efforts to reform this Agreement in order to give effect to the original intention of the Parties. The term “including” when used in this Agreement shall be by way of example only and shall not be considered in any way to be in limitation. The headings used herein are for convenience and reference purposes only. All indemnity and audit rights shall survive the termination of this Agreement for twelve (12) months. This Agreement shall be binding on each Party’s successors and permitted assigns. 10.9 Audit. Each Party has the right, at its sole expense and during normal working hours, to examine the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made pursuant to this Master Agreement. If requested, a Party shall provide to the other Party statements evidencing the Quantity delivered at the Delivery Point. If any such examination reveals any inaccuracy in any statement, the necessary adjustments in such statement and the payments thereof will be made promptly and shall bear interest calculated at the Interest Rate from the date the overpayment or underpayment was made until paid; provided, however, that no adjustment for any statement or payment will be made unless objection to the accuracy thereof was made prior to the lapse of twelve (12) months from the rendition thereof, and thereafter any objection shall be deemed waived. 10.10 Forward Contract. The Parties acknowledge and agree that all Transactions constitute “forward contracts” within the meaning of the United States Bankruptcy Code. 10.11 Confidentiality. If the Parties have elected on the Cover Sheet to make this Section 10.11 applicable to this Master Agreement, neither Party shall disclose the terms or conditions of a Transaction under this Master Agreement to a third party (other than the Party’s employees, lenders, counsel, accountants or advisors who have a need to know such information and have agreed to keep such terms confidential) except in order to comply with any applicable law, regulation, or any exchange, control area or independent system operator rule or in connection with any court or regulatory proceeding; provided, however, each Party shall, to the extent practicable, use reasonable efforts to prevent or limit the disclosure. The Parties shall be entitled to all remedies available at law or in equity to enforce, or seek relief in connection with, this confidentiality obligation. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 52  Packet Pg. 137 of 1140  40 SCHEDULE M (THIS SCHEDULE IS INCLUDED IF THE APPROPRIATE BOX ON THE COVER SHEET IS MARKED INDICATING A PARTY IS A GOVERNMENTAL ENTITY OR PUBLIC POWER SYSTEM) A. The Parties agree to add the following definitions in Article One. “Act” means ______________________________.1 “Governmental Entity or Public Power System” means a municipality, county, governmental board, public power authority, public utility district, joint action agency, or other similar political subdivision or public entity of the United States, one or more States or territories or any combination thereof. “Special Fund” means a fund or account of the Governmental Entity or Public Power System set aside and or pledged to satisfy the Public Power System’s obligations hereunder out of which amounts shall be paid to satisfy all of the Public Power System’s obligations under this Master Agreement for the entire Delivery Period. B. The following sentence shall be added to the end of the definition of “Force Majeure” in Article One. If the Claiming Party is a Governmental Entity or Public Power System, Force Majeure does not include any action taken by the Governmental Entity or Public Power System in its governmental capacity. C. The Parties agree to add the following representations and warranties to Section 10.2: Further and with respect to a Party that is a Governmental Entity or Public Power System, such Governmental Entity or Public Power System represents and warrants to the other Party continuing throughout the term of this Master Agreement, with respect to this Master Agreement and each Transaction, as follows: (i) all acts necessary to the valid execution, delivery and performance of this Master Agreement, including without limitation, competitive bidding, public notice, election, referendum, prior appropriation or other required procedures has or will be taken and performed as required under the Act and the Public Power System’s ordinances, bylaws or other regulations, (ii) all persons making up the governing body of Governmental Entity or Public Power System are the duly elected or appointed incumbents in their positions and hold such positions in good standing in accordance with the Act and other applicable law, (iii) entry into and performance of this Master Agreement by Governmental Entity or Public Power System are for a proper public purpose within the meaning of the Act and all other relevant constitutional, organic or other governing documents and applicable law, (iv) the term of this Master Agreement does not extend beyond any applicable limitation imposed by the Act or other 1 Cite the state enabling and other relevant statutes applicable to Governmental Entity or Public Power System. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 53  Packet Pg. 138 of 1140  41 relevant constitutional, organic or other governing documents and applicable law, (v) the Public Power System’s obligations to make payments hereunder are unsubordinated obligations and such payments are (a) operating and maintenance costs (or similar designation) which enjoy first priority of payment at all times under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law or (b) otherwise not subject to any prior claim under any and all bond ordinances or indentures to which it is a party, the Act and all other relevant constitutional, organic or other governing documents and applicable law and are available without limitation or deduction to satisfy all Governmental Entity or Public Power System’ obligations hereunder and under each Transaction or (c) are to be made solely from a Special Fund, (vi) entry into and performance of this Master Agreement and each Transaction by the Governmental Entity or Public Power System will not adversely affect the exclusion from gross income for federal income tax purposes of interest on any obligation of Governmental Entity or Public Power System otherwise entitled to such exclusion, and (vii) obligations to make payments hereunder do not constitute any kind of indebtedness of Governmental Entity or Public Power System or create any kind of lien on, or security interest in, any property or revenues of Governmental Entity or Public Power System which, in either case, is proscribed by any provision of the Act or any other relevant constitutional, organic or other governing documents and applicable law, any order or judgment of any court or other agency of government applicable to it or its assets, or any contractual restriction binding on or affecting it or any of its assets. D. The Parties agree to add the following sections to Article Three: Section 3.4 Public Power System’s Deliveries. On the Effective Date and as a condition to the obligations of the other Party under this Agreement, Governmental Entity or Public Power System shall provide the other Party hereto (i) certified copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Governmental Entity or Public Power System of this Master Agreement and (ii) an opinion of counsel for Governmental Entity or Public Power System, in form and substance reasonably satisfactory to the Other Party, regarding the validity, binding effect and enforceability of this Master Agreement against Governmental Entity or Public Power System in respect of the Act and all other relevant constitutional organic or other governing documents and applicable law. Section 3.5 No Immunity Claim. Governmental Entity or Public Power System warrants and covenants that with respect to its contractual obligations hereunder and performance thereof, it will not claim immunity on the grounds of sovereignty or similar grounds with respect to itself or its revenues or assets from (a) suit, (b) jurisdiction of court (including a court located outside the jurisdiction of its organization), (c) relief by way of injunction, order for specific performance or recovery of property, (d) attachment of assets, or (e) execution or enforcement of any judgment. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 54  Packet Pg. 139 of 1140  42 E. If the appropriate box is checked on the Cover Sheet, as an alternative to selecting one of the options under Section 8.3, the Parties agree to add the following section to Article Three: Section 3.6 Governmental Entity or Public Power System Security. With respect to each Transaction, Governmental Entity or Public Power System shall either (i) have created and set aside a Special Fund or (ii) upon execution of this Master Agreement and prior to the commencement of each subsequent fiscal year of Governmental Entity or Public Power System during any Delivery Period, have obtained all necessary budgetary approvals and certifications for payment of all of its obligations under this Master Agreement for such fiscal year; any breach of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity or Public Power System for which budgetary approval or certification of its obligations under this Master Agreement is in effect and, notwithstanding anything to the contrary in Article Four, an Early Termination Date shall automatically and without further notice occur hereunder as of such date wherein Governmental Entity or Public Power System shall be treated as the Defaulting Party. Governmental Entity or Public Power System shall have allocated to the Special Fund or its general funds a revenue base that is adequate to cover Public Power System’s payment obligations hereunder throughout the entire Delivery Period. F. If the appropriate box is checked on the Cover Sheet, the Parties agree to add the following section to Article Eight: Section 8.4 Governmental Security. As security for payment and performance of Public Power System’s obligations hereunder, Public Power System hereby pledges, sets over, assigns and grants to the other Party a security interest in all of Public Power System’s right, title and interest in and to [specify collateral]. G. The Parties agree to add the following sentence at the end of Section 10.6 - Governing Law: NOTWITHSTANDING THE FOREGOING, IN RESPECT OF THE APPLICABILITY OF THE ACT AS HEREIN PROVIDED, THE LAWS OF THE STATE OF _____________2 SHALL APPLY. 2 Insert relevant state for Governmental Entity or Public Power System. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 55  Packet Pg. 140 of 1140  43 SCHEDULE P: PRODUCTS AND RELATED DEFINITIONS “Ancillary Services” means any of the services identified by a Transmission Provider in its transmission tariff as “ancillary services” including, but not limited to, regulation and frequency response, energy imbalance, operating reserve-spinning and operating reserve-supplemental, as may be specified in the Transaction. “Capacity” has the meaning specified in the Transaction. “Energy” means three-phase, 60-cycle alternating current electric energy, expressed in megawatt hours. “Firm (LD)” means, with respect to a Transaction, that either Party shall be relieved of its obligations to sell and deliver or purchase and receive without liability only to the extent that, and for the period during which, such performance is prevented by Force Majeure. In the absence of Force Majeure, the Party to which performance is owed shall be entitled to receive from the Party which failed to deliver/receive an amount determined pursuant to Article Four. “Firm Transmission Contingent - Contract Path” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission for such Transaction is interrupted or curtailed and (i) such Party has provided for firm transmission with the transmission provider(s) for the Product in the case of the Seller from the generation source to the Delivery Point or in the case of the Buyer from the Delivery Point to the ultimate sink, and (ii) such interruption or curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the applicable transmission provider’s tariff. This contingency shall excuse performance for the duration of the interruption or curtailment notwithstanding the provisions of the definition of “Force Majeure” in Section 1.23 to the contrary. “Firm Transmission Contingent - Delivery Point” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission to the Delivery Point (in the case of Seller) or from the Delivery Point (in the case of Buyer) for such Transaction is interrupted or curtailed and (i) such Party has provided for firm transmission with the transmission provider(s) for the Product, in the case of the Seller, to be delivered to the Delivery Point or, in the case of Buyer, to be received at the Delivery Point and (ii) such interruption or curtailment is due to “force majeure” or “uncontrollable force” or a similar term as defined under the applicable transmission provider’s tariff. This transmission contingency excuses performance for the duration of the interruption or curtailment, notwithstanding the provisions of the definition of “Force Majeure” in Section 1.23 to the contrary. Interruptions or curtailments of transmission other than the transmission either immediately to or from the Delivery Point shall not excuse performance “Firm (No Force Majeure)” means, with respect to a Transaction, that if either Party fails to perform its obligation to sell and deliver or purchase and receive the Product, the Party to which performance is owed shall be entitled to receive from the Party which failed to perform an amount determined pursuant to Article Four. Force Majeure shall not excuse performance of a Firm (No Force Majeure) Transaction. “Into ______________ (the “Receiving Transmission Provider”), Seller’s Daily Choice” means that, in accordance with the provisions set forth below, (1) the Product shall be scheduled and delivered to an interconnection or interface (“Interface”) either (a) on the Receiving Transmission Provider’s Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 56  Packet Pg. 141 of 1140  44 transmission system border or (b) within the control area of the Receiving Transmission Provider if the Product is from a source of generation in that control area, which Interface, in either case, the Receiving Transmission Provider identifies as available for delivery of the Product in or into its control area; and (2) Seller has the right on a daily prescheduled basis to designate the Interface where the Product shall be delivered. An “Into” Product shall be subject to the following provisions: 1. Prescheduling and Notification. Subject to the provisions of Section 6, not later than the prescheduling deadline of 11:00 a.m. CPT on the Business Day before the next delivery day or as otherwise agreed to by Buyer and Seller, Seller shall notify Buyer (“Seller’s Notification”) of Seller’s immediate upstream counterparty and the Interface (the “Designated Interface”) where Seller shall deliver the Product for the next delivery day, and Buyer shall notify Seller of Buyer’s immediate downstream counterparty. 2. Availability of “Firm Transmission” to Buyer at Designated Interface; “Timely Request for Transmission,” “ADI” and “Available Transmission.” In determining availability to Buyer of next- day firm transmission (“Firm Transmission”) from the Designated Interface, a “Timely Request for Transmission” shall mean a properly completed request for Firm Transmission made by Buyer in accordance with the controlling tariff procedures, which request shall be submitted to the Receiving Transmission Provider no later than 30 minutes after delivery of Seller’s Notification, provided, however, if the Receiving Transmission Provider is not accepting requests for Firm Transmission at the time of Seller’s Notification, then such request by Buyer shall be made within 30 minutes of the time when the Receiving Transmission Provider first opens thereafter for purposes of accepting requests for Firm Transmission. Pursuant to the terms hereof, delivery of the Product may under certain circumstances be redesignated to occur at an Interface other than the Designated Interface (any such alternate designated interface, an “ADI”) either (a) on the Receiving Transmission Provider’s transmission system border or (b) within the control area of the Receiving Transmission Provider if the Product is from a source of generation in that control area, which ADI, in either case, the Receiving Transmission Provider identifies as available for delivery of the Product in or into its control area using either firm or non-firm transmission, as available on a day-ahead or hourly basis (individually or collectively referred to as “Available Transmission”) within the Receiving Transmission Provider’s transmission system. 3. Rights of Buyer and Seller Depending Upon Availability of/Timely Request for Firm Transmission. A. Timely Request for Firm Transmission made by Buyer, Accepted by the Receiving Transmission Provider and Purchased by Buyer. If a Timely Request for Firm Transmission is made by Buyer and is accepted by the Receiving Transmission Provider and Buyer purchases such Firm Transmission, then Seller shall deliver and Buyer shall receive the Product at the Designated Interface. i. If the Firm Transmission purchased by Buyer within the Receiving Transmission Provider’s transmission system from the Designated Interface ceases to be available to Buyer for any reason, or if Seller is unable to deliver the Product at the Designated Interface for any reason except Buyer’s non-performance, then at Seller’s choice from among the following, Seller shall: (a) to the extent Firm Transmission is available to Buyer from an ADI on a day-ahead basis, require Buyer to purchase such Firm Transmission from such ADI, and schedule and deliver the affected portion of the Product to such ADI on the basis of Buyer’s purchase of Firm Transmission, or (b) require Buyer to purchase non-firm transmission, and schedule and deliver the affected Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 57  Packet Pg. 142 of 1140  45 portion of the Product on the basis of Buyer’s purchase of non-firm transmission from the Designated Interface or an ADI designated by Seller, or (c) to the extent firm transmission is available on an hourly basis, require Buyer to purchase firm transmission, and schedule and deliver the affected portion of the Product on the basis of Buyer’s purchase of such hourly firm transmission from the Designated Interface or an ADI designated by Seller. ii. If the Available Transmission utilized by Buyer as required by Seller pursuant to Section 3A(i) ceases to be available to Buyer for any reason, then Seller shall again have those alternatives stated in Section 3A(i) in order to satisfy its obligations. iii. Seller’s obligation to schedule and deliver the Product at an ADI is subject to Buyer’s obligation referenced in Section 4B to cooperate reasonably therewith. If Buyer and Seller cannot complete the scheduling and/or delivery at an ADI, then Buyer shall be deemed to have satisfied its receipt obligations to Seller and Seller shall be deemed to have failed its delivery obligations to Buyer, and Seller shall be liable to Buyer for amounts determined pursuant to Article Four. iv. In each instance in which Buyer and Seller must make alternative scheduling arrangements for delivery at the Designated Interface or an ADI pursuant to Sections 3A(i) or (ii), and Firm Transmission had been purchased by both Seller and Buyer into and within the Receiving Transmission Provider’s transmission system as to the scheduled delivery which could not be completed as a result of the interruption or curtailment of such Firm Transmission, Buyer and Seller shall bear their respective transmission expenses and/or associated congestion charges incurred in connection with efforts to complete delivery by such alternative scheduling and delivery arrangements. In any instance except as set forth in the immediately preceding sentence, Buyer and Seller must make alternative scheduling arrangements for delivery at the Designated Interface or an ADI under Sections 3A(i) or (ii), Seller shall be responsible for any additional transmission purchases and/or associated congestion charges incurred by Buyer in connection with such alternative scheduling arrangements. B. Timely Request for Firm Transmission Made by Buyer but Rejected by the Receiving Transmission Provider. If Buyer’s Timely Request for Firm Transmission is rejected by the Receiving Transmission Provider because of unavailability of Firm Transmission from the Designated Interface, then Buyer shall notify Seller within 15 minutes after receipt of the Receiving Transmission Provider’s notice of rejection (“Buyer’s Rejection Notice”). If Buyer timely notifies Seller of such unavailability of Firm Transmission from the Designated Interface, then Seller shall be obligated either (1) to the extent Firm Transmission is available to Buyer from an ADI on a day-ahead basis, to require Buyer to purchase (at Buyer’s own expense) such Firm Transmission from such ADI and schedule and deliver the Product to such ADI on the basis of Buyer’s purchase of Firm Transmission, and thereafter the provisions in Section 3A shall apply, or (2) to require Buyer to purchase (at Buyer’s own expense) non-firm transmission, and schedule and deliver the Product on the basis of Buyer’s purchase of non-firm transmission from the Designated Interface or an ADI designated by the Seller, in which case Seller shall bear the risk of interruption or curtailment of the non-firm transmission; provided, however, that if the non-firm transmission is interrupted or curtailed or if Seller is unable to deliver the Product for any reason, Seller shall have the Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 58  Packet Pg. 143 of 1140  46 right to schedule and deliver the Product to another ADI in order to satisfy its delivery obligations, in which case Seller shall be responsible for any additional transmission purchases and/or associated congestion charges incurred by Buyer in connection with Seller’s inability to deliver the Product as originally prescheduled. If Buyer fails to timely notify Seller of the unavailability of Firm Transmission, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface, and the provisions of Section 3D shall apply. C. Timely Request for Firm Transmission Made by Buyer, Accepted by the Receiving Transmission Provider and not Purchased by Buyer. If Buyer’s Timely Request for Firm Transmission is accepted by the Receiving Transmission Provider but Buyer elects to purchase non-firm transmission rather than Firm Transmission to take delivery of the Product, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface. In such circumstances, if Seller’s delivery is interrupted as a result of transmission relied upon by Buyer from the Designated Interface, then Seller shall be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for amounts determined pursuant to Article Four. D. No Timely Request for Firm Transmission Made by Buyer, or Buyer Fails to Timely Send Buyer’s Rejection Notice. If Buyer fails to make a Timely Request for Firm Transmission or Buyer fails to timely deliver Buyer’s Rejection Notice, then Buyer shall bear the risk of interruption or curtailment of transmission from the Designated Interface. In such circumstances, if Seller’s delivery is interrupted as a result of transmission relied upon by Buyer from the Designated Interface, then Seller shall be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for amounts determined pursuant to Article Four. 4. Transmission. A. Seller’s Responsibilities. Seller shall be responsible for transmission required to deliver the Product to the Designated Interface or ADI, as the case may be. It is expressly agreed that Seller is not required to utilize Firm Transmission for its delivery obligations hereunder, and Seller shall bear the risk of utilizing non-firm transmission. If Seller’s scheduled delivery to Buyer is interrupted as a result of Buyer’s attempted transmission of the Product beyond the Receiving Transmission Provider’s system border, then Seller will be deemed to have satisfied its delivery obligations to Buyer, Buyer shall be deemed to have failed to receive the Product and Buyer shall be liable to Seller for damages pursuant to Article Four. B. Buyer’s Responsibilities. Buyer shall be responsible for transmission required to receive and transmit the Product at and from the Designated Interface or ADI, as the case may be, and except as specifically provided in Section 3A and 3B, shall be responsible for any costs associated with transmission therefrom. If Seller is attempting to complete the designation of an ADI as a result of Seller’s rights and obligations Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 59  Packet Pg. 144 of 1140  47 hereunder, Buyer shall co-operate reasonably with Seller in order to effect such alternate designation. 5. Force Majeure. An “Into” Product shall be subject to the “Force Majeure” provisions in Section 1.23. 6. Multiple Parties in Delivery Chain Involving a Designated Interface. Seller and Buyer recognize that there may be multiple parties involved in the delivery and receipt of the Product at the Designated Interface or ADI to the extent that (1) Seller may be purchasing the Product from a succession of other sellers (“Other Sellers”), the first of which Other Sellers shall be causing the Product to be generated from a source (“Source Seller”) and/or (2) Buyer may be selling the Product to a succession of other buyers (“Other Buyers”), the last of which Other Buyers shall be using the Product to serve its energy needs (“Sink Buyer”). Seller and Buyer further recognize that in certain Transactions neither Seller nor Buyer may originate the decision as to either (a) the original identification of the Designated Interface or ADI (which designation may be made by the Source Seller) or (b) the Timely Request for Firm Transmission or the purchase of other Available Transmission (which request may be made by the Sink Buyer). Accordingly, Seller and Buyer agree as follows: A. If Seller is not the Source Seller, then Seller shall notify Buyer of the Designated Interface promptly after Seller is notified thereof by the Other Seller with whom Seller has a contractual relationship, but in no event may such designation of the Designated Interface be later than the prescheduling deadline pertaining to the Transaction between Buyer and Seller pursuant to Section 1. B. If Buyer is not the Sink Buyer, then Buyer shall notify the Other Buyer with whom Buyer has a contractual relationship of the Designated Interface promptly after Seller notifies Buyer thereof, with the intent being that the party bearing actual responsibility to secure transmission shall have up to 30 minutes after receipt of the Designated Interface to submit its Timely Request for Firm Transmission. C. Seller and Buyer each agree that any other communications or actions required to be given or made in connection with this “Into Product” (including without limitation, information relating to an ADI) shall be made or taken promptly after receipt of the relevant information from the Other Sellers and Other Buyers, as the case may be. D. Seller and Buyer each agree that in certain Transactions time is of the essence and it may be desirable to provide necessary information to Other Sellers and Other Buyers in order to complete the scheduling and delivery of the Product. Accordingly, Seller and Buyer agree that each has the right, but not the obligation, to provide information at its own risk to Other Sellers and Other Buyers, as the case may be, in order to effect the prescheduling, scheduling and delivery of the Product “Native Load” means the demand imposed on an electric utility or an entity by the requirements of retail customers located within a franchised service territory that the electric utility or entity has statutory obligation to serve. “Non-Firm” means, with respect to a Transaction, that delivery or receipt of the Product may be interrupted for any reason or for no reason, without liability on the part of either Party. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 60  Packet Pg. 145 of 1140  48 “System Firm” means that the Product will be supplied from the owned or controlled generation or pre-existing purchased power assets of the system specified in the Transaction (the “System”) with non-firm transmission to and from the Delivery Point, unless a different Transmission Contingency is specified in a Transaction. Seller’s failure to deliver shall be excused: (i) by an event or circumstance which prevents Seller from performing its obligations, which event or circumstance was not anticipated as of the date the Transaction was agreed to, which is not within the reasonable control of, or the result of the negligence of, the Seller; (ii) by Buyer’s failure to perform; (iii) to the extent necessary to preserve the integrity of, or prevent or limit any instability on, the System; (iv) to the extent the System or the control area or reliability council within which the System operates declares an emergency condition, as determined in the system’s, or the control area’s, or reliability council’s reasonable judgment; or (v) by the interruption or curtailment of transmission to the Delivery Point or by the occurrence of any Transmission Contingency specified in a Transaction as excusing Seller’s performance. Buyer’s failure to receive shall be excused (i) by Force Majeure; (ii) by Seller’s failure to perform, or (iii) by the interruption or curtailment of transmission from the Delivery Point or by the occurrence of any Transmission Contingency specified in a Transaction as excusing Buyer’s performance. In any of such events, neither party shall be liable to the other for any damages, including any amounts determined pursuant to Article Four. “Transmission Contingent” means, with respect to a Transaction, that the performance of either Seller or Buyer (as specified in the Transaction) shall be excused, and no damages shall be payable including any amounts determined pursuant to Article Four, if the transmission for such Transaction is unavailable or interrupted or curtailed for any reason, at any time, anywhere from the Seller’s proposed generating source to the Buyer’s proposed ultimate sink, regardless of whether transmission, if any, that such Party is attempting to secure and/or has purchased for the Product is firm or non-firm. If the transmission (whether firm or non-firm) that Seller or Buyer is attempting to secure is from source to sink is unavailable, this contingency excuses performance for the entire Transaction. If the transmission (whether firm or non-firm) that Seller or Buyer has secured from source to sink is interrupted or curtailed for any reason, this contingency excuses performance for the duration of the interruption or curtailment notwithstanding the provisions of the definition of “Force Majeure” in Article 1.23 to the contrary. “Unit Firm” means, with respect to a Transaction, that the Product subject to the Transaction is intended to be supplied from a generation asset or assets specified in the Transaction. Seller’s failure to deliver under a “Unit Firm” Transaction shall be excused: (i) if the specified generation asset(s) are unavailable as a result of a Forced Outage (as defined in the NERC Generating Unit Availability Data System (GADS) Forced Outage reporting guidelines) or (ii) by an event or circumstance that affects the specified generation asset(s) so as to prevent Seller from performing its obligations, which event or circumstance was not anticipated as of the date the Transaction was agreed to, and which is not within the reasonable control of, or the result of the negligence of, the Seller or (iii) by Buyer’s failure to perform. In any of such events, Seller shall not be liable to Buyer for any damages, including any amounts determined pursuant to Article Four. Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 61  Packet Pg. 146 of 1140  49 EXHIBIT A MASTER POWER PURCHASE AND SALE AGREEMENT CONFIRMATION LETTER This confirmation letter shall confirm the Transaction agreed to on ___________, ___ between __________________________ (“Party A”) and _____________________ (“Party B”) regarding the sale/purchase of the Product under the terms and conditions as follows: Seller: Buyer: Product: [] Into _________________, Seller’s Daily Choice [] Firm (LD) [] Firm (No Force Majeure) [] System Firm (Specify System: ) [] Unit Firm (Specify Unit(s): ) [] Other [] Transmission Contingency (If not marked, no transmission contingency) [] FT-Contract Path Contingency [] Seller [] Buyer [] FT-Delivery Point Contingency [] Seller [] Buyer [] Transmission Contingent [] Seller [] Buyer [] Other transmission contingency (Specify: ) Contract Quantity: Delivery Point: Contract Price: Energy Price: Other Charges: Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 62  Packet Pg. 147 of 1140  50 Confirmation Letter Page 2 Delivery Period: Special Conditions: Scheduling: Option Buyer: Option Seller: Type of Option: Strike Price: Premium: Exercise Period: This confirmation letter is being provided pursuant to and in accordance with the Master Power Purchase and Sale Agreement dated ______________ (the “Master Agreement”) between Party A and Party B, and constitutes part of and is subject to the terms and provisions of such Master Agreement. Terms used but not defined herein shall have the meanings ascribed to them in the Master Agreement. [Party A] [Party B] Name: Name: Title: Title: Phone No: Phone No: Fax: Fax: Item 5 Attachment A - Exhibit A - EEI Cover Sheet + GTCs with NRG City of Palo Alto 9-11- 2025 clean exe        Item 5: Staff Report Pg. 63  Packet Pg. 148 of 1140  1 CITY OF PALO ALTO V.2016 MASTER POWER PURCHASE AND SALE AGREEMENT (EEI Version 2.1, modified 4/25/00) COVER SHEET This Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date: September 23, 2025 (“Effective Date”). The Master Agreement, together with the exhibits, schedules, annexes and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the “Agreement.” The Parties to this Master Agreement are the following: Name: DRW Energy Trading LLC (“Party A”)Name: City of Palo Alto (“Party B”) All Notices: Attn: Legal Phone: (713) 814-3027 Facsimile: (713) 814-3029 E-mail: DRWHoustonLegal@drwholdings.com Duns 080120548 Federal Tax ID Number: 93-4589565 All Notices: Attn: Assistant Director, Resource Management Department of Utilities City of Palo Alto 250 Hamilton Avenue, 3rd Floor Palo Alto, CA 94301 Phone: 650-329-2119 Facsimile: 650-617-3140 Duns: 17-892-8479 Federal Tax ID Number: 94-6000389 With additional Notices of an Event of Default or Potential Event of Default to: Attn: General Counsel Phone: (312) 542-1000 Email: GeneralCounsel@drwholdings.com With additional Notices of an Event of Default or Potential Event of Default to: Attn: Assistant City, Attorney/Utilities City of Palo Alto Phone: 650-329-2171 Facsimile: 650-329-2646 Invoices: Attn: Kristi Flournoy Phone: (713) 447-3413 Facsimile: E-mail: DRWSettlements@drwholdings.com Duns 080120548 Federal Tax ID Number: 93-4589565 Invoices: Attn: Power Accounts Administrator Northern California Power Agency 651 Commerce Drive Roseville, CA 95678-6420 Phone: (916) 781-4224/3636 Facsimile: (916) 781-4225 Day Ahead Pre-Scheduling: Attn: Karl Garvy Phone: (346) 679-5454 Facsimile: E-mail: DRW-Power- Scheduling@drwholdings.com Day Ahead Pre-Scheduling: Confirmations: Attn: Pre-Scheduler Desk Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 Phone: 916-781-4240/4227/4228 Facsimile: 916-781-4239 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 64  Packet Pg. 149 of 1140  2 CITY OF PALO ALTO V.2016 The Parties hereby agree that the General Terms and Conditions are incorporated herein, as selected, modified and amended by the following specific provisions, as provided for in such General Terms and Conditions: Party A Tariff: FERC Market-Based Rate Tariff, dated August 24, 2023, Docket Number: ER23 -2272 -000_ Party B Tariff: N/A Article One General Definitions Section 1.4 is amended by deleting the first sentence and replacing it to read as follows: “Business Day” means any day except a Saturday, Sunday or a Federal Reserve Bank Holiday. Section 1.10 is amended by adding after “the price” in line 1 the words “, including any and all AB 32 fees” and substituting “U.S. $” for “$U.S.” in line 1. Section 1.11 is amended by adding the following after “Party” in the third line: “after using commercially reasonable efforts to mitigate costs”. Real Time Scheduling: Attn: Karl Garvy Phone: (346) 679-5454 Facsimile: E-mail: DRW-Power- Scheduling@drwholdings.com Real Time Scheduling: Attn: Chief Dispatcher/Scheduler Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 Phone: 916-781-4237/3636 Facsimile: 916-781-4226 Payments: Attn: Kristi Flournoy Phone: (713) 447-3413 Facsimile: E-mail: DRWSettlements@drwholdings.com Payments: Attn: Accounts Payable Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 Phone: 916-781-4237/3636 Facsimile: 916-781-4226 Wire Transfer: BNK JP Morgan Chase ABA: 021000021 ACCT: 603148185 Credit DRW Energy Trading LLC Wire Transfer: Deposit to Northern California Power Agency, “to the benefit of City of Palo Alto” BNK U.S. Bank ABA: 121122676 ACCT: 1-534-0216-2744 Attn: Cyndy Husebye U.S. Bank 555 SW Oak Street, Suite 400 Portland, OR. 97204 Phone: 877-295-2509 Facsimile: 877-324-1680 Credit and Collections: Attn: Ryan Childers Phone: (713) 814-3043 Facsimile: (713) 814-3029 Email: DRWCredit@drwholdings.com Credit and Collections: Attn: Power Accounts Analyst Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 Phone: 916-781-4221/4224 Facsimile: 916-781-4255 Confirmations: Attn: Kenia Quinonez Phone: (872) 280-0530 Facsimile: (713) 814-3029 Email: DRWCredit@drwholdings.com Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 65  Packet Pg. 150 of 1140  2 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 66  Packet Pg. 151 of 1140  3 CITY OF PALO ALTO V.2016 Section 1.12 is amended by deleting in the fourth line the word “issues” and replacing it with the word “issuer”. Section 1.24 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2”. Section 1.27 is amended by inserting the phrase “and in an amount” in the third line after the word “form” and before the word “acceptable”. Section 1.28 is amended by adding before the period at end thereof the following: “in accordance with Section 5.2”. Section 1.45 is amended by adding the following sentence at the end of that provision: “Party B shall be deemed to have complied with any request from Party A for the provision of Performance Assurance by furnishing a copy of a resolution adopted by Party B’s City Council within a reasonable period of time after receipt of such request, determining that Party B’s retail rates are set at levels sufficiently high to recover all costs of providing electric service to Party B’s retail electric customers, including the costs incurred by Party B under all Transactions executed under this Agreement.” Section 1.46 is amended by adding before the period at the end thereof the following: “; provided that the failure to comply with any requirement of this Master Agreement or a Transaction, including the requirements of Article 8, before the expiration of the time period expressly specified for such compliance in this Master Agreement or the Transaction, if any, shall not be considered a Potential Event of Default unless and until the applicable time period has expired without compliance”. Section 1.50 is amended by deleting the reference to “Section 2.4” and replacing it with “Section 2.5”. Section 1.51 is amended by (a) inserting the phrase “for delivery” in the second line after the word “purchases” and before the phrase “at the Delivery Point”, and (b) deleting the phrase “at Buyer’s option” in the fifth line and inserting in their place the following: “absent a purchase” and (c) inserting in the seventh line after the words, “any penalties” and before “, ratched demand”, the following: “(other than penalties imposed on Buyer under the CAISO Tariff, the NCPA Metered Subsystem Agreement, or an open access transmission tariff as a result of the non-delivery)”. Section 1.53 is amended by (a) deleting the phrase “at the Delivery Point” in the second line, and (b) deleting the phrase “at Seller’s option” in the fifth line and inserting in their place the following: “absent a sale, assuming a sale could not have been made in a commercially reasonable manner.” Section 1.56 is amended by deleting the words “pursuant to Section 5.2” and by adding before the period at the end thereof the following: “, as determined in accordance with Section 5.2.” Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to”. Article Two Transaction Terms and Conditions Section 2.1 shall be amended by deleting the second sentence thereof. Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 67  Packet Pg. 152 of 1140  3 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 68  Packet Pg. 153 of 1140  4 CITY OF PALO ALTO V.2016 For purposes of Section 2.3, Party B requires that all Transactions be confirmed in writing. Accordingly, the provision is amended by striking the word “may” from the first line thereof and replacing it with the word “shall.” X Optional provision in Section 2.4. If not checked, inapplicable. A new Section 2.6 is added to Article Two, worded as follows: “2.6 No Oral Agreements or Modifications. Notwithstanding anything to the contrary in this Master Agreement, including in this Article Two, no Transaction between the Parties shall become binding unless and until a Confirmation for such Transaction is signed by both Parties, and this Master Agreement and any and all Transactions may not be orally amended or modified, including by Recording pursuant to Section 2.5.” Article Four Remedies for Failure to Deliver or Receive X Accelerated Payment of Damages. If not checked, inapplicable. A new Section 4.3 is added to Article Four, worded as follows: “4.3 Suspension of Performance. In addition to the remedies provided pursuant to Sections 4.1, 4.2 and 5.7, if Seller or Buyer fails to schedule, deliver or receive 96% or more of the Product pursuant to a Transaction for a period of three (3) or more consecutive days, and such failure is not excused under the terms of the Product, by Force Majeure, by the other Party’s failure to perform or by agreement of the Parties, then upon one (1) Business Day’s prior written notice, and for so long as the non-performing Party fails to perform, the performing Party shall have the right to suspend its performance under such Transaction. In the event the performing Party suspends performance pursuant to this Section 4.3, it shall not be obligated to resume performance until it has received notice from the non-performing Party at least one (1) Business Day prior to the date upon which the non-performing Party intends to resume its performance; provided that, if the performing Party has entered into a replacement contract with a term of 31 days or less, the performing Party may resume performance at the end of the term of such replacement contract. Remedies available under this provision to the performing Party are in addition to, not in replacement of, other remedies specified in this Agreement.” Article Five Events of Default; Remedies X Cross Default provision of Section 5.1(g) shall apply for both Party A and Party B. Cross Default amount for each shall be $20,000,000. Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 69  Packet Pg. 154 of 1140  4 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 70  Packet Pg. 155 of 1140  5 CITY OF PALO ALTO V.2016 Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semi- colon, and adding new subsections “(i),” “(j)" , “(k)” and “(l)”, which read as follows: “(i) during any consecutive ninety (90) day period, there have occurred five (5) or more “Seller Failures” as that term is used in Section 4.1, under any or all Transactions, regarding which the Seller shall be deemed to be the Defaulting Party, and Buyer shall also be entitled to its remedies under Section 4.1; (j)during any consecutive ninety (90) day period, there have occurred five (5) or more “Buyer Failures” as that term is used in Section 4.2 under any or all Transactions, regarding which the Buyer shall be deemed to be the Defaulting Party, and Seller shall also be entitled to its remedies under Section 4.2; (k)a representation or warranty with respect to the Defaulting Party's financial statement or position that is false or materially misleading; or (l)revocation by the Federal Energy Regulatory Commission of Party A’s authorization to make sales and market-based rates.” Section 5.2 is amended in line 3 by changing “right (i) to” to “right to (i)” and by adding the following sentence to the end of that provision: “If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, the Settlement Amount shall be zero, notwithstanding any provision of this Agreement to the contrary.” Section 5.3 is amended by inserting the phrase “plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Defaulting Party pursuant to Article Eight”, between the words “that are due to the Non-Defaulting Party,”, and “plus any and all other amounts” in the sixth line thereof Section 5.6 Closeout Setoff Option A (Applicable if no other selection is made.) X Option B - Affiliates shall have the meaning set forth in the Master Agreement unless otherwise specified as follows: Option B is amended as set forth in Article 10 below. Option C (No Setoff) Section 5.6 is further amended by inserting before the last sentence in Option B: “At the election of the Non-Defaulting Party, all obligations owing by or to an Affiliate of a Party shall be treated as if they were owing by or to the Party itself for purposes of set- off.” Article Six Section 6.4 is amended by deleting “and owing to each other on the same date”. Section 6.8 is amended by deleting the words, “may by agreement of the Parties,” in line 3 and inserting in their place the word “shall”. Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 71  Packet Pg. 156 of 1140  5 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 72  Packet Pg. 157 of 1140  6 CITY OF PALO ALTO V.2016 Article Seven Section 7.1 is amended by (i) deleting in the fifteenth line the words, “UNLESS EXPRESSLY HEREIN PROVIDED,”, (ii) adding in the nineteenth line the words, “; PROVIDED, HOWEVER, NOTHING IN THIS SECTION SHALL AFFECT THE ENFORCEABILITY OF THE PROVISIONS OF SECTIONS 4.1 AND 4.2 OF THIS AGREEMENT RELATING TO REMEDIES FOR FAILURE TO DELIVER/RECEIVE AND OF SECTIONS 5.2 AND 5.3 OF THIS AGREEMENT RELATING TO THE CALCULATION AND PAYMENT OF THE TERMINATION PAYMENT” immediately after the words “ANY INDEMNITY PROVISION OR OTHERWISE”, and (iii) adding at the end of the last sentence the words, “AND ARE NOT PENALTIES”. Article Eight 8.1 Party A Credit Protection Credit and Collateral Requirements Financial Information from Party B, Section 8.1(a) Option A X Option B Specify: Audited financial statements for City of Palo Alto and for City of Palo Alto Enterprise Fund Option C Credit Assurances from Party B, Section 8.1(b) X Not Applicable Applicable Collateral Threshold for Party B, Section 8.1(c) X Not Applicable Applicable Party B Independent Amount: N/A Party B Rounding Amount: N/A Party B Minimum Transfer Amount: N/A Downgrade Event, Section 8.1(d): Not Applicable X Applicable If applicable, complete the following: X It shall be a Downgrade Event for Party B only if (a) Party B’s underlying rating, determined without reference to third party credit enhancement, on its utility revenue bond ("Debt") by S&P or Moody's is respectively below BBB- or Baa3, or (b) both S&P and Moody's refuse to rate Party B's Debt, or (c) Party B’s City Council no longer has the legal authority under the Act, as defined by Schedule M, to adjust electric rates as necessary to recover Party B’s costs of providing retail electric service to its customers. Guarantor for Party B, Section 8.1(e): N/A Guarantee Amount: N/A 8.2 Party B Credit Protection: Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 73  Packet Pg. 158 of 1140  6 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 74  Packet Pg. 159 of 1140  7 CITY OF PALO ALTO V.2016 Financial Information from Party A, Section 8.2(a): Option A X Option B Specify: Audited financial statements to be provided by Party A as described in Section 8.2(a) shall be for Party A or parent entity, if any, providing credit support. Option C Credit Assurances from Party A, Section 8.2(b): Not Applicable X Applicable Collateral Threshold for Party A, Section 8.2(c): Not Applicable X Applicable If applicable, complete the following: Party A Collateral Threshold: means with respect to Party A, at any time the amount specified in the table below under the relevant heading opposite the lower of the ratings at that time assigned by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (“S&P”) or Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation (“Moody’s”) to the long term, senior, unenhanced, unsecured debt securities or obligations of Party A’s Guarantor; provided, that (a) if the long term, senior, unenhanced, unsecured debt securities of Party A’s Guarantor is no longer rated by one of S&P or Moody’s, the Threshold with respect to Party A will be zero dollars and (b) if an Event of Default or Potential Event of Default with respect to Party A has occurred and is continuing, the Threshold with respect to such party shall be zero dollars. S&P Rating Moody’s Rating Threshold A- or above A3 or above $25,000,000 BBB+ Baa1 $15,000,000 BBB Baa2 $10,000,000 BBB- Baa3 $ 5,000,000 Below BBB- (or rating Below Baa3 (or rating $ 0 (zero) suspended or withdrawn suspended or withdrawn by both S&P and by both S&P and Moody’s) Moody’s) Party A Independent Amount: $0 Party A Rounding Amount: $100,000 Party A Minimum Transfer Amount: $250,000 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 75  Packet Pg. 160 of 1140  7 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 76  Packet Pg. 161 of 1140  8 CITY OF PALO ALTO V.2016 Downgrade Event, Section 8.2(d): Not Applicable X Applicable If applicable, complete the following: X It shall be a Downgrade Event for Party A only if the Credit Rating of Party A or Party A’s Guarantor falls below BBB- from S&P or Baa3 from Moody's or if the unenhanced, unsecured senior long-term debt securities or obligations of Party A or Party A’s Guarantor ceases to be rated by either S&P or Moody's. Guarantor for Party A, Section 8.2(e): Guarantor for Party A: Guarantee Amount: Article Ten Section 10.1 is amended by replacing “upon (thirty) 30 days’ prior written notice” in lines 2 and 3, with “, which termination shall be effective immediately upon receipt of written notice thereof”. Section 10.2 (ix) is amended to read in its entirety as follows: “(ix) (1) it is an “eligible contract participant” as such term is defined in the Commodity Exchange Act, as amended 7 U.S.C. § 1 (a) (12); and (2) it is an “eligible commercial entity” as such term is defined in the Commodity Exchange Act, as amended 7 U.S.C. § 1 (a) (11). Section 10.4 shall be amended by inserting the phrase "To the extent permitted by law," at the beginning of each of the first two sentences, and substituting the word, “each” for “Each” after the insertion of each such phrase. Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 77  Packet Pg. 162 of 1140  8 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 78  Packet Pg. 163 of 1140  9 CITY OF PALO ALTO V.2016 Section 10.5 shall be amended by deleting clause (ii) and the portion of clause (iii) prior to the words “provided, however”, and replacing them with the following: “(ii) transfer or assign this Agreement to an Affiliate of such Party so long as (x) such Affiliate’s creditworthiness is equal to or higher than that of such Party or the Guarantor as of the Effective Date and the date of entering into each Transaction under this Agreement, if any, for such Party, or (y) the obligations of such Affiliate are guaranteed by such Party or its Guarantor, if any, in accordance with a guaranty agreement in form and substance satisfactory to the other Party, and (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any, as of the Effective Date and the effective date of any such transfer or assignment. Section 10.6 is amended by deleting the words “New York” from the fourth line thereof and replacing it with the word “California.” Further, Section 10.6 is amended by deleting the last sentence thereof and replacing it with the following sentence: “With respect to any proceeding in connection with any claim, counterclaim, demand, cause of action, dispute and controversy arising out of or relating to this Agreement, the parties hereby consent to the exclusive jurisdiction of the federal and state courts sitting in the Northern District of the State of California; provided, however, that if the federal courts sitting in the Northern District of the State of California refuse jurisdiction, the Parties agree to the exclusive jurisdiction of the state courts sitting in the County of Santa Clara, State of California.” Section 10.8 is modified by adding before the word “constitute” in line four of Section 10.8, “, and all financial and other information, explanations, statements, reports provided by one party to the other in connection therewith”. Section 10.8 shall be amended by deleting its penultimate sentence in its entirety and replacing it with the following sentences: “The indemnity provisions of this Agreement shall survive the termination of this Agreement for the period of the applicable statute of limitations. The audit provisions of this Agreement shall survive the termination of this Agreement for a period of twelve (12) months.” Section 10.10 is deleted in its entirety and replaced with the following new section: “Bankruptcy. The Parties acknowledge and agree that (i) any Transaction with a maturity date more than two days after the date the Transaction is entered into constitutes a "forward contract" within the meaning of the United States Bankruptcy Code“, as amended by the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 and from time to time (the “Bankruptcy Code”); (ii) each believes that it is or intends that it shall be deemed for all purposes to be a “forward contract merchant” within the meaning of the Bankruptcy Code; (iii) all payments made or to be made by one Party to the other Party pursuant to this Agreement are "settlement payments" within the meaning of the Bankruptcy Code; and (iv) all transfers of Performance Assurance by one Party to the other Party under this Agreement are "margin payments" within the meaning of the Bankruptcy Code. Each Party further agrees that, for purposes of this Agreement, the other Party is not a "utility" as such term is used in 11 U.S.C. Section 366, and each Party agrees to waive and not to assert the applicability of the provisions of 11 U.S.C. Section 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further agrees to waive the right to assert that the other Party is a provider of last resort." Confidentiality X Confidentiality Applicable, subject to Section 10.11 as amended. If not checked, inapplicable. Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 79  Packet Pg. 164 of 1140  9 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 80  Packet Pg. 165 of 1140  10 CITY OF PALO ALTO V.2016 Section 10.11 shall be amended by adding the following to the end of the Section: “Party A acknowledges that Party B is subject to California Constitution Article 1, Section 3, and the California Public Records Act, Cal. Gov. Code § 6250 et seq. (“Public Records Act”) in regard to the documents comprising this Master Agreement and the Transactions, which items may constitute public records subject to inspection and copying by the public under the authority of the California Constitution and the Public Records Act. Party B shall, consistent with those laws, use reasonable efforts to provide Party A with notice of any third party request to inspect and copy any of the documents that comprise this Master Agreement and the Transactions, which Party A might deem confidential and exempt from disclosure, in order that Party A may timely seek to protect those documents from disclosure to the third party. Party A acknowledges and agrees that Party B shall not be liable to Party A if Party B makes disclosure in accordance with the California Constitution and/or the Public Records Act before Party A has timely obtained an order to prevent Party B from making the requested disclosure to the third party.” A new Section 10.12 shall be added to Article 10 as follows: "10.12. No Agency. In performing their respective obligations hereunder, neither Party is acting, or is authorized to act, as the agent of the other Party.” A new Section 10.13 shall be added to Article 10 as follows: 10.13 Dispute Resolution. In the event of any controversy or claim, whether based in contract, tort, or otherwise, arising out of or based upon, or relating to this Agreement or the scope, breach, termination or validity of each of them (a “Dispute”), the Parties will resolve such Dispute in the following manner: 10.13.1 Negotiation. The Parties will attempt in good faith to resolve the Dispute promptly by negotiations between duly authorized representatives of the Parties who have authority to settle the Dispute. When a Party believes there is a Dispute, that Party will give the other Party written notice describing the Dispute with reasonable particularity. Within thirty (30) days after receipt of such notice, the receiving Party will submit a written response to the other Party. 10.13.2 Mediation. If the Dispute is not resolved within forty-five (45) days of the date of the response given pursuant to Section 10.13.1, or such additional time, if any, that the Parties mutually agree to in writing, the Parties shall try in good faith to settle the Dispute by mediation. The form of mediation and the mediator(s) selected to resolve the Dispute shall be acceptable to both Parties. 10.13.3 Additional Rights. If the Dispute is not resolved through mediation within ninety (90) days after the first meeting of the Parties and mediator(s), or such additional time, if any, that the Parties mutually agree to in writing, either Party shall be free to pursue any and all legal actions and remedies as it may deem necessary. Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 81  Packet Pg. 166 of 1140  10 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 82  Packet Pg. 167 of 1140  11 CITY OF PALO ALTO V.2016 A new Section 10.14 shall be added to Article 10 as follows: 10.14: “The Parties acknowledge and agree that any purchase of power made under this Agreement and any Transaction shall be executed and delivered in compliance with applicable laws and regulations in effect at the time this Agreement is signed by the Parties and at the time of entering into any particular Transaction, including, but not limited to, Senate Bill 1368 (California Public Utilities Code section 8340 et seq.) and related regulations (Title 20, Sections 2900 – 2930 of the California Code of Regulations), as amended, to the extent such laws and regulations, including SB 1368 and related regulations, apply or are deemed to apply to this Agreement and any Transaction. To the extent SB 1368 and related regulations require Party B as a local publicly owned electric utility to submit a compliance filing in accordance with such laws, Party A, upon the request of Party B, shall in good faith provide promptly to Party B (to the extent Party B lacks such information) the information to the extent Party A has knowledge of or access to such information, and shall work cooperatively with and provide commercially reasonable assistance to Party B in Party B’s compliance with such laws. A failure by Party A to provide such information which is within its possession or knowledge shall constitute a default under this Agreement.” A new Section 10.15 shall be added to Article 10 as follows: 10.15: “The Parties intend that the standard of review for changes to any rate, charge, classification, term or condition of this Agreement at FERC shall be the most stringent standard permissible under applicable law. As to the Parties, it is understood and agreed that the standard shall solely be the “public interest” application of the “just and reasonable” standard of review, as stated by the United States Supreme Court in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Public Utility District No. 1 of Snohomish County, Nos. 06-1457, 128 S.Ct. 2733 (2008), and consistent with the order of the Supreme Court in NRG Power Marketing, LLC, et al., v. Maine Public Utilities Commission et al., 558 U.S. 165 (2010) (“NRG Order”). As to all other persons, the Parties intend and agree that the same standard, to the maximum degree as may be made applicable to other than the Parties, apply, to the maximum degree permitted under the NRG Order.” A new Section 10.16 shall be added to Article 10 as follows: 10.16 ““AB 32 fees” means the regulatory assessments, charges, fees imposts and/or taxes imposed upon and required to be paid by suppliers of energy in accordance with the Global Warming Solutions Act of 2006, Chapter 488, Statutes 2006, including, without limitation, the Compliance Offset Protocols, which shall be included (or be deemed included to the extent they are not expressly included) in the Contract Price, defined in Section 1.10 of the General Terms and Conditions, and that are in effect as of the Effective Date of this Agreement and/or the date the Parties enter into each Transaction hereunder.” A new Section 10.17 shall be added to Article 10 as follows: 10.17 “The Parties understand and agree that the Transactions under this Agreement are physical transactions for deferred delivery, and that the Parties contemplate making or taking physical delivery of electric energy. Party B is a commercial entity engaged in the business of delivering electric energy to its retail load and routinely makes or takes delivery of electric energy in order to provide service to its retail electric customers.” Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 83  Packet Pg. 168 of 1140  11 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 84  Packet Pg. 169 of 1140  12 CITY OF PALO ALTO V.2016 A new Section 10.18 shall be added to Article 10 as follows: 10.18 “Nondiscrimination. As set forth in Palo Alto Municipal Code section 2.30.510, Party A agrees that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. Party A acknowledges that it has read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the form furnished by Party B and set forth in Exhibit D.” A new Section 10.19 shall be added to Article 10 as follows: 10.19 “Imaged Agreement. Any original executed Agreement, Confirmation or other related document may be photocopied and stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the Confirmation, if introduced as evidence in automated facsimile form, the Recording, if introduced as evidence in its original form and as transcribed onto paper, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of the Recording, the Confirmation or the Imaged Agreement (or photocopies of the transcription of the Recording, the Confirmation or the Imaged Agreement) on the basis that such were not originated or maintained in documentary form under either the hearsay rule, the best evidence rule or other rule of evidence.” Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 85  Packet Pg. 170 of 1140  12 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 86  Packet Pg. 171 of 1140  13 CITY OF PALO ALTO V.2016 A new Section 10.20 shall be added to Article 10 as follows: Index Transactions. If the Contract Price for a Transaction is determined by reference to a Price Source, then: a)Market Disruption Event. If a Market Disruption Event occurs on any one or more days during a Determination Period (each day, a “Disrupted Day”), then: i)The fallback Floating Price, if any, specified by the Parties in the relevant Confirmation shall be the Floating Price for each Disrupted Day. ii)If the Parties have not specified a fallback Floating Price, then the Parties will endeavor, in good faith and using commercially reasonable efforts, to agree on a substitute Floating Price, taking into consideration, without limitation, guidance, protocols or other recommendations or conventions issued or employed by trade organizations or industry groups in response to the Market Disruption Event and other prices published by the Price Source or alternative price sources with respect to the Delivery Point or comparable Delivery Points that may permit the Parties to derive the Floating Price based on historical differentials. iii)If the Price Source retrospectively issues a Floating Price in respect of a Disrupted Day (a “Delayed Floating Price”) before the parties agree on a substitute Floating Price for such day, then the Delayed Floating Price shall be the Floating Price for such Disrupted Day. If a Delayed Price is issued by the Price Source in respect of a Disrupted Day after the Parties agree on a substitute Floating Price for such day, the substitute Floating Price agreed upon by the Parties will remain the Floating Price without adjustment unless the Parties expressly agree otherwise. iv)If the Parties cannot agree on a substitute Floating Price and the Price Source does not retrospectively publish or announce a Floating Price, in each case, on or before the fifth Business Day following the first Trading Day on which the Market Disruption Event first occurred or existed, then the Floating Price for each Disrupted Day shall be determined by taking the arithmetic mean of quotations requested from four leading dealers in the relevant market that are unaffiliated with either Party and mutually agreed upon by the Parties (“Specified Dealers”), without regard to the quotations with the highest and lowest values, subject to the following qualifications: 1.If exactly three quotations are obtained, the Floating Price for each such Disrupted Day will be the quotation that remains after disregarding the quotations having the highest and lowest values. 2.If fewer than three quotations are obtained, the Floating Price for each such Disrupted Day will be the average of the quotations obtained. 3.If the Parties cannot agree upon four Specified Dealers, then each of the Parties will, acting in good faith and in a commercially reasonable manner, select up to two Specified Dealers separately, and those selected dealers shall be the Specified Dealers. Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 87  Packet Pg. 172 of 1140  13 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 88  Packet Pg. 173 of 1140  14 CITY OF PALO ALTO V.2016 v)Unless otherwise agreed, if at any time the Parties agree on a substitute Floating Price for any Disrupted Day, then such substitute Floating Price shall be the Floating Price for such Disrupted Day, notwithstanding the subsequent publication or announcement of a Delayed Floating Price by the relevant Price Source or any quotations obtained from Specified Dealers. "Determination Period" means each calendar month a part or all of which is within the Delivery Period of a Transaction. "Exchange" means, in respect of a Transaction, the exchange or principal trading market specified as applicable to the relevant Transaction. "Floating Price" means a Contract Price specified in a Transaction that is based upon a Price Source. "Market Disruption Event" means, with respect to any Price Source, any of the following events: (a)the failure of the Price Source to announce, publish or make available the specified Floating Price or information necessary for determining the Floating Price for a particular day; (b)the failure of trading to commence on a particular day or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange, RTO or in the market specified for determining a Floating Price; (c)the temporary or permanent discontinuance or unavailability of the Price Source; (d)the temporary or permanent closing of any Exchange or RTO specified for determining a Floating Price; or (e)a material change in the formula for or the method of determining the Floating Price by the Price Source or a material change in the composition of the Product. "Price Source" means, in respect of a Transaction, a publication or such other origin of reference, including an Exchange or RTO, containing or reporting or making generally available to market participants (including by electronic means) a price, or prices or information from which a price is determined, as specified in the relevant Transaction. “RTO” means any regional transmission operator or independent system operator. Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 89  Packet Pg. 174 of 1140  14 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 90  Packet Pg. 175 of 1140  15 CITY OF PALO ALTO V.2016 "Trading Day" means a day in respect of which the relevant Price Source ordinarily would announce, publish or make available the Floating Price. (b)Corrections to Published Prices. If the Floating Price published, announced or made available on a given day and used or to be used to determine a relevant price is subsequently corrected by the relevant Price Source (i) within 30 days of the original publication, announcement or availability, or (ii) in the case of RTO Transactions only, within such longer time period as is consistent with the RTO’s procedures and guidelines, then either Party may notify the other Party of that correction and the amount (if any) that is payable as a result of that correction. If, not later than thirty (30) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Party that originally either received or retained such amount will, not later than three (3) Business Days after such notice is effective, pay, subject to any applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction. Notwithstanding the foregoing, corrections shall not be made to any Floating Prices agreed upon by the Parties or determined based on quotations from Specified Dealers pursuant to paragraph (a) above unless the Parties expressly agree otherwise. (c)Rounding. When calculating a Floating Price, all numbers shall be rounded to four (4) decimal places. If the fifth (5th) decimal number is five (5) or greater, then the fourth (4th) decimal number shall be increased by one (1), and if the fifth (5th) decimal number is less than five (5), then the fourth (4th) decimal number shall remain unchanged. Schedule M Party A is a Governmental Entity or Public Power System X Party B is a Governmental Entity, Schedule M Applicable Part A Part A of Schedule M is amended by including the following definition for the term “Act”: “Act” means the Constitution of the State of California, the California statute(s), charter and municipal ordinances under which Party B was created, organized and authorized to enter into this Master Agreement and each Transaction thereunder. Part A is further amended by adding the following sentence at the end of the definition of the term “Special Fund”: “Party A has conducted such investigation as it deems necessary of the City of Palo Alto Enterprise Fund and the Act under which such Fund was established to determine, for its purposes under this Agreement, that such Fund meets this definition of Special Fund.” Part C Part C of Schedule M is amended by adding the phrase in line 7 “and to the extent applicable,” immediately following the word “limitation” in clause (i). Part D Section 3.4 is amended by deleting it in its entirety and replacing with the following: Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 91  Packet Pg. 176 of 1140  15 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 92  Packet Pg. 177 of 1140  16 CITY OF PALO ALTO V.2016 “3.4: Public Power System’s Deliveries. On the Effective Date and as a condition to the obligations of the other Party under this Agreement, Governmental Entity or Public Power System shall provide the other Party hereto electronic copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Governmental Entity or Public Power System of this Master Agreement.” Part E X Section 3.6 under Part E of Schedule M applies; however, the portion of that provision following the semicolon on the eighth line thereof is replaced in its entirety with the following: “any breach of clause (ii) of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity or Public Power System for which such budgetary approval or certification of its obligations under this Master Agreement is required to be in effect and an Event of Default shall be deemed to have occurred for purposes of Section 5.1 under which Governmental Entity or Public Power System shall be treated as the Defaulting Party.” Part F Add Section 8.4. If not checked, inapplicable. Part G Part G does not apply. Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 93  Packet Pg. 178 of 1140  16 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 94  Packet Pg. 179 of 1140  17 CITY OF PALO ALTO V.2016 Schedule P The following defined terms are added to Schedule P: “CAISO” means the California Independent System Operator Corporation, or its successor. “CAISO Tariff” means the Federal Energy Regulatory Commission approved tariff of CAISO, including all CAISO protocols, as the same may be amended from time to time. “CAISO Energy” means a Transaction in which the Seller shall sell and the Buyer shall purchase a quantity of Energy equal to the hourly quantity without Ancillary Services (as defined in the CAISO Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the CAISO Tariff as amended from time to time for which the only excuse for failure to deliver or receive is an “Uncontrollable Force” (as defined in the CAISO Tariff) called by the CAISO in accordance with the CAISO Tariff. “HLH (Heavy Load Hour)” is defined as energy delivered from hours ending (HE) 0700- 2200 Monday-Saturday, excluding NERC holidays, PPT. “IST” means Inter-Scheduling Coordinator Trade shall mean a trade between Scheduling Coordinators of Energy or Ancillary Services in accordance with the CAISO Tariff. “LLH (Light Load Hour)” is defined as energy delivered from hours ending (HE) 0100- 0600 and 2300-2400 Monday-Saturday, all day Sunday and NERC holidays, PPT. “NP15 Zone Delivery Point” means the NP15 Zone; provided, however, if CAISO implements trading hubs under a locational marginal pricing design during the Delivery Period, the Delivery Point shall be the Existing Zone Generation NP15 Trading Hub (“NP15 EZ Gen Hub”), as such trading hub is contemplated by the CAISO in its filing made to the FERC dated March 15, 2005 (“Comprehensive Design Proposal for Inter- Scheduling Coordinator Trades Under the California Independent System Operator Corporation’s Market Redesign and Technology Upgrade, Docket No. ER02-1656-025”); provided further, if the NP15 EZ Gen Hub (under any name) is not established as part of a market redesign that is implemented during the Delivery Period, the parties agree to promptly work together in good faith to designate an alternate Delivery Point to reasonably approximate the characteristics of the NP-15 Zone. "West Firm", or “WSPP Schedule C” or “Schedule C” or “WSPPC-Firm” or any similar description means with respect to a Transaction, a Product that is or will be scheduled as firm energy consistent with the most recent rules adopted by the WECC for which the only excuses for failure to deliver or receive are if an interruption is (i) due to an Uncontrollable Force as provided in Section 10 of the WSPP Agreement; or (ii) where applicable, to meet Seller's public utility or statutory obligations to its customers. Notwithstanding any other provision in this Agreement, if Seller exercises its right to interrupt to meet its public utility or statutory obligations, Seller shall be responsible for payment of damages for failure to deliver firm energy as provided in Article 4 of this Agreement. "WECC" means the Western Electricity Coordinating Council. "WSPP Agreement" means the Western Systems Power Pool Agreement as amended from time to time. Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 95  Packet Pg. 180 of 1140  17 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 96  Packet Pg. 181 of 1140  18 CITY OF PALO ALTO V.2016 EXHIBIT A MASTER POWER PURCHASE AND SALE AGREEMENT CONFIRMATION LETTER EXHIBIT B RESOURCE ADEQUACY (“RA”) CAPACITY The Parties acknowledge and agree that after the execution of this Master Agreement, they may enter into one or more contracts or confirmations concerning Resource Adequacy, which products, terms, conditions and definitions shall be documented in a Resource Adequacy Confirmation (“RA Confirm”), the terms and conditions of which the Parties agree to negotiate in good faith at the time such Transactions are contemplated. EXHIBIT C RENEWABLE ENERGY CREDIT (“REC”) The Parties acknowledge and agree that after the execution of this Master Agreement, they may enter into one or more contracts or confirmations concerning RECs, which terms and conditions shall be documented in a REC Confirmation and which the Parties agree to negotiate in good faith at the time such Transactions are contemplated. EXHIBIT D CERTIFICATION OF NONDISCRIMINATION Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 97  Packet Pg. 182 of 1140  18 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 98  Packet Pg. 183 of 1140  19 CITY OF PALO ALTO V.2016 IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the date first above written. Party B: City of Palo Alto Party A: DRW Energy Trading LLC Approval as to Form: By: ……………………………..By: …………………………….. Name: Amy Bartell Name: …………………………….. Title: Asst. City Attorney Title: …………………………….. Date: _________Date: ____ Party B: City of Palo Alto Approval by City Manager’s Office: By: Name: Ed Shikada Title: City Manager Date: _____ Party B: City of Palo Alto Approval by Administrative Services Department: By: Name: Lauren Lai Title: Administrative Services Director Date: ___ Party B: City of Palo Alto Approval by Utilities Department: By: Name: Alan Kurotori Title: Utilities Director Date: ______ DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected. Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 99  Packet Pg. 184 of 1140  19 CITY OF PALO ALTO V.2016 Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 100  Packet Pg. 185 of 1140  20 CITY OF PALO ALTO V.2016 Exhibit D Certification of Nondiscrimination As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not and will not during the course of this contract discriminate in the employment of any person because of the race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person and that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. DRW ENERGY TRADING LLC Authorized Signature: Date: Item 5 Attachment A -Exhibit B - DRW EEI Master Agreement final updated        Item 5: Staff Report Pg. 101  Packet Pg. 186 of 1140  1 CITY OF PALO ALTO V.2016 MASTER POWER PURCHASE AND SALE AGREEMENT (EEI Version 2.1, modified 4/25/00 including any erratas published by EEI, including the EEI Errata, Version 1.1, dated July 18, 2007.) COVER SHEET This Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date: , 2025 (“Effective Date”). The Master Agreement, together with the exhibits, schedules, annexes and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the “Agreement.” The Parties to this Master Agreement are the following: Name: Dynasty Power Inc. (“Counterparty ” or “Party A”) Name: City of Palo Alto (“Counterparty” or “Party B”) All Notices: Street: 411-8th Ave SW City: Calgary, AB T2P 1E3 Attn: Yan Petchatnikov Email: ypetchatnikov@dynastypower.com Phone: 587- 917-1267 Facsimile: 587- 317-7443 Duns: 245230821 Federal Tax ID Number: 98-0674614 Phone: 587- 917-1267 Facsimile: 587- 317-7443 Facsimile: 587- 317-7443 Facsimile: 587- 317- 7443 Duns: 245230821 Federal Tax ID Number: 98-0674614 Facsimile: 587- 317-7443 Duns: 245230821 Federal Tax ID Number: 98-0674614 All Notices: Attn: Assistant Director, Resource Management Department of Utilities City of Palo Alto 250 Hamilton Avenue, 3rd Floor Palo Alto, CA 94301 Phone: 650-329-2119 Facsimile: 650-617-3140 Duns: 17-892-8479 Federal Tax ID Number: 94-6000389 With additional Notices of an Event of Default or Potential Event of Default to: Attn: Yan Petchatnikov Phone: 587- 917-1267 Email: contracts@dynastypower.com CC:credit@dynasytpower.com With additional Notices of an Event of Default or Potential Event of Default to: Attn: Senior Assistant City, Attorney/Utilities City of Palo Alto Phone: 650-329-2171 Facsimile: 650-329-2646 Invoices and Payments: Attn: DYNP Accounting Email: accounting@dynastypower.com Phone: 403-305-4252 Invoices: Attn: Power Accounts Administrator Northern California Power Agency 651 Commerce Drive Roseville, CA 95678-6420 Phone: (916) 781-4224/3636 Facsimile: (916) 781-4225 Day Ahead Pre-Scheduling: Attn: Real Time Desk Email: west_rt@dynastypower.com Phone: 587-602-6262Phone: 587-602-6262 Day Ahead Pre-Scheduling: Confirmations: Attn: Pre-Scheduler Desk Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 Phone: 916-781-4240/4227/4228 Facsimile: 916-781-4239 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 102  Packet Pg. 187 of 1140  2 CITY OF PALO ALTO V.2016 Real Time Scheduling: Attn: Real Time Desk Email: west_rt@dynastypower.com Phone: 587-602-6262 Real Time Scheduling: Attn: Chief Dispatcher/Scheduler Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 Phone: 916-781-4237/3636 Facsimile: 916-781-4226 Confirmations: Attn: Confirms Manager Email: confirms@dynastypower.com Phone: 587-330-0686 Payments: Attn: Accounts Payable Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 Phone: 916-781-4237/3636 Facsimile: 916-781-4226 Wire Transfer: BNK: JPMorgan Chase New York, NY 10017 ABA: 021000021 ACCT: 721652250 Wire Transfer: Deposit to Northern California Power Agency, “to the benefit of City of Palo Alto” BNK U.S. Bank ABA: 121122676 ACCT: 1-534-0216-2744 Attn: Cyndy Husebye U.S. Bank 555 SW Oak Street, Suite 400 Portland, OR. 97204 Phone: 877-295-2509 Facsimile: 877-324-1680 Credit and Collections: Attn: Shereen Lewis Email: credit@dynastypower.com With a copy to: slewis@dynastypower.com Phone: 403-479-3667 Credit and Collections: Attn: Power Accounts Analyst Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 Phone: 916-781-4221/4224 Facsimile: 916-781-4255 The Parties hereby agree that the General Terms and Conditions are incorporated herein, as selected, modified and amended by the following specific provisions, as provided for in such General Terms and Conditions: Party A Tariff: FERC MBR Tariff, dated 6/1/2011, Docket Number: ER11 -3342–000 -_ Party B Tariff: N/A Article Two Transaction Terms and Conditions [x] Optional provision in Section 2.4. If not checked, inapplicable. Article Four Remedies for Failure to Deliver or Receive [x] Accelerated Payment of Damages. If not checked, inapplicable. Article Five [x] Cross Default for Party A: Events of Default; Remedies [x] Party A:Cross Default Amount $20,000,000 [] Other Entity:Cross Default Amount $ [x] Cross Default for Party B: [x] Party B:Cross Default Amount $20,000,000 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 103  Packet Pg. 188 of 1140  3 CITY OF PALO ALTO V.2016 [] Other Entity:Cross Default Amount $ 5.6 Closeout Setoff [] Option A (Applicable if no other selection is made.) [x] Option B - Affiliates shall have the meaning set forth in the Agreement unless otherwise specified as follows: [] Option C (No Setoff) Article 8 8.1 Party A Credit Protection: Credit and Collateral Requirements (a) Financial Information: [] Option A [x] Option B Specify: Audited financial statements for City of Palo Alto and for City of Palo Alto Enterprise Fund [] Option C (b) Credit Assurances: [x] Not Applicable [] Applicable (c) Collateral Threshold: [x] Not Applicable [] Applicable Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 104  Packet Pg. 189 of 1140  3 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 105  Packet Pg. 190 of 1140  4 CITY OF PALO ALTO V.2016 If applicable, complete the following: Party B Collateral Threshold: $25,000,000; provided, however, that Party B’s Collateral Threshold shall be zero if an Event of Default or Potential Event of Default with respect to Party B has occurred and is continuing. Party B Independent Amount: $0 Party B Rounding Amount: $10,000 (d) Downgrade Event: [] Not Applicable [x] Applicable If applicable, complete the following: [x] Other: It shall be a Downgrade Event for Party B only if (a) Party B’s underlying rating, determined without reference to third party credit enhancement, on its utility revenue bond ("Debt") by S&P or Moody's is respectively below BBB or Baa2, or (b) both S&P and Moody's refuse to rate Party B's Debt, or (c) Party B’s City Council no longer has the legal authority under the Act, as defined by Schedule M, to adjust electric rates as necessary to recover Party B’s costs of providing retail electric service to its customers Specify: (e) Guarantor for Party B: N/A Guarantee Amount: 8.2 Party B Credit Protection: (a) Financial Information: [] Option A [] Option B Specify: [x] Option C Specify: If requested by Party B, Party A shall deliver (i) within 150 days following the end of each fiscal year, a copy of Party A’s annual report containing audited consolidated financial statements for such fiscal year and (ii) within 90 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of such Party’s quarterly report containing unaudited consolidated financial statements for such fiscal quarter. In all cases the statements shall be for the most recent accounting period and prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as such Party diligently pursues the preparation, certification and delivery of the statements. (b) Credit Assurances: [x] Not Applicable [] Applicable Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 106  Packet Pg. 191 of 1140  5 CITY OF PALO ALTO V.2016 (c) Collateral Threshold: [] Not Applicable [x] Applicable If applicable, complete the following: Party A Collateral Threshold: $5,000,000; provided, however, that Party A’s Collateral Threshold shall be zero if Party A’s Tangible Net Worth (as defined herein) falling to CAD$170,000,000 or below, or an Event of Default with respect to Party A has occurred and is continuing. “Party A’s Tangible Net Worth” means, as of the most recent calculation date, (a) total assets of Party A, minus (b) total liabilities of Party A, minus (c) intangible assets of Party A, minus (d) restricted assets and affiliate assets (net of any matching liabilities, assuming the result is positive value) of Party A minus (e) derivative assets (net of any matching liabilities, assuming the result is positive value) of Party A. Party A Independent Amount: $0 Party A Rounding Amount: $100,000 (d) Downgrade Event: [x] Not Applicable [] Applicable If applicable, complete the following: [] It shall be a Downgrade Event for Party A if Party A’s Credit Rating falls below BBB- from S&P or Baa3 from Moody’s or if Party A is not rated by either S&P or Moody’s [] Other: Specify: (e) Guarantor for Party A: N/A Guarantee Amount: Article 10 Confidentiality [x] Confidentiality Applicable If not checked, inapplicable. Schedule M [] Party A is a Governmental Entity or Public Power System [x] Party B is a Governmental Entity or Public Power System [] Add Section 3.6. If not checked, inapplicable [] Add Section 8.6. If not checked, inapplicable Other Changes Specify, if any: This Master Power Purchase and Sale Agreement incorporates, by reference, the changes published in the EEI Errata, Version 1.1, dated July 18, 2007. Article One Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 107  Packet Pg. 192 of 1140  6 CITY OF PALO ALTO V.2016 General Definitions Section 1.4 is amended by deleting the first sentence and replacing it to read as follows: “Business Day” means any day except a Saturday, Sunday, the Friday immediately following the Thanksgiving holiday or a Federal Reserve Bank Holiday. Section 1.10 is amended by adding after “the price” in line 1 the words “, including any and all AB 32 fees” and substituting “U.S. $” for “$U.S.” in line 1. Section 1.11 is amended by adding the following after “Party” in the third line: “after using commercially reasonable efforts to mitigate costs”. Section 1.23 is amended by adding the phrase “or reasonably foreseeable by the Claiming Party” immediately before the phrase “as of the date the Transaction was agreed to,” in the third line. Section 1.24 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2”. Section 1.27 is amended by (i) deleting the phrase “or a foreign bank with a U.S. branch” and replacing it with the phrase “or a U.S. branch of a foreign bank domiciled in Canada or Europe.” ; and (ii)inserting the phrase “and in an amount” in the third line after the word “form” and before the word “acceptable”. Section 1.28 is amended by adding before the period at end thereof the following: “in accordance with Section 5.2”. Section 1.45 is amended by adding the following sentence at the end of that provision: “Party B shall be deemed to have complied with any request from Party A for the provision of Performance Assurance by furnishing a copy of a resolution adopted by Party B’s City Council within a reasonable period of time after receipt of such request, determining that Party B’s retail rates are set at levels sufficiently high to recover all costs of providing electric service to Party B’s retail electric customers, including the costs incurred by Party B under all Transactions executed under this Agreement.” Section 1.46 is amended by (i) deleting the words “or passage of time or both”; and (ii) adding before the period at the end thereof the following: “; provided that the failure to comply with any requirement of this Master Agreement or a Transaction, including the requirements of Article 8, before the expiration of the time period expressly specified for such compliance in this Master Agreement or the Transaction, if any, shall not be considered a Potential Event of Default unless and until the applicable time period has expired without compliance”. Section 1.51 is amended by (a) inserting the phrase “for delivery” in the second line after the word “purchases” and before the phrase “at the Delivery Point”, and (b) deleting the phrase “at Buyer’s option” in the fifth line and inserting in their place the following: “absent a purchase”. Section 1.53 is amended by (a) deleting the phrase “at the Delivery Point” in the second line, and (b) deleting the phrase “at Seller’s option” in the fifth line and inserting in their place the following: “absent a sale, assuming a sale could not have been made in a commercially reasonable manner.” Section 1.56 is amended by deleting the words “pursuant to Section 5.2” and by adding before the period at the end thereof the following: “, as determined in accordance with Section 5.2.” Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 108  Packet Pg. 193 of 1140  7 CITY OF PALO ALTO V.2016 Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to”. Article Two Transaction Terms and Conditions Section 2.1 is deleted in its entirety and replaced with the following: “A Transaction, or an amendment, modification or supplement thereto, shall be entered into only upon a writing signed by both Parties. Each Party agrees not to contest, or assert any defense to, the validity or enforceability of the Transaction entered into in accordance with this Master Agreement based on any lack of authority of the Party or any lack of authority of any employee of the Party to enter into a Transaction.” Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 109  Packet Pg. 194 of 1140  8 CITY OF PALO ALTO V.2016 “2.3 Confirmation. A Transaction shall be entered into only by a written confirmation in a form mutually agreeable to both Parties and signed by both Parties (“Confirmation”). Notwithstanding anything to the contrary in this Master Agreement, the Master Agreement and any and all Confirmations may not be amended or modified except by an instrument in writing signed by both of the Parties. Seller shall initiate confirmation of a Transaction by forwarding to Buyer by email a partially-executed proposed form of Confirmation within three (3) Business Days after the Parties have agreed upon the material terms. If Seller fails to send a partially- executed proposed form of Confirmation within three (3) Business Days after the terms of the Transaction are agreed to, a partially-executed proposed form of Confirmation may be forwarded by Buyer to Seller by email for counter-signature. If the Party receiving a partially- executed Confirmation fails to sign and return the Confirmation within three (3) Business Days, the Transaction shall be null and void, provided however, should the Confirmation initiating Party elect to accept the signed confirmation after three (3) Business Days (the “Delayed Confirmation”), the Delayed Confirmation will be valid upon re-execution by the initiating Party within three (3) Business Days. Notwithstanding anything to the contrary in this Master Agreement, the Master Agreement and any and all Transactions may not be orally amended or modified. For purposes of clarity, a “docusign” or similar format of electronically-captured signature shall meet the requirements of this section.” Section 2.4 is amended by deleting the words “either orally or” in the sixth and seventh lines and adding “a” before the word “writing”. A new Section 2.6 is added to Article Two, worded as follows: “2.6 No Oral Agreements or Modifications. Notwithstanding anything to the contrary in this Master Agreement, including in this Article Two, no Transaction between the Parties shall become binding unless and until a Confirmation for such Transaction is signed by both Parties, and this Master Agreement and any and all Transactions may not be orally amended or modified, including by Recording pursuant to Section 2.5.” Article Three Tariffs Section 3.2 is amended by adding the following text to the end of the Section: “Product deliveries shall be scheduled in accordance with the then-current applicable tariffs, protocols, operating procedures and scheduling practices for the relevant region.” Market Redesign Article Three is amended by adding the following new Section 3.4 at the end: “3.4 Market Redesign. In the event the current definition of the Delivery Point set forth in a Transaction is modified, redefined, replaced or eliminated in the transmission provider’s or other applicable tariff, the parties agree to promptly negotiate in good faith to designate an alternate Delivery Point that reasonably approximates the characteristics of the originally designated Delivery Point so that the parties shall be in the same economic position after such designation as they were at the time the parties entered into such Transaction, or as mutually agreed to by the parties. Failure of the parties to so agree shall constitute a Market Disruption Event.” Article Four Section 4.1 is amended by: (i) adding in the fourth line following “failure occurred” the following : “plus any penalties imposed on Buyer under the CAISO Tariff, the NCPA Metered Subsystem Agreement, or an open access transmission tariff as a result of the non-delivery”; and (ii) adding in the seventh line following “Contract Price”, the following: “plus any penalties imposed on Buyer under the CAISO Tariff, the NCPA Metered Subsystem Agreement, or an open access transmission tariff as a result of the non-delivery”. Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 110  Packet Pg. 195 of 1140  8 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 111  Packet Pg. 196 of 1140  9 CITY OF PALO ALTO V.2016 Section 4.2 is amended by: (i) adding in the fourth line following “failure occurred” the following : “plus any penalties imposed on Seller under the CAISO Tariff, the NCPA Metered Subsystem Agreement, or an open access transmission tariff as a result of the non-delivery”; and (ii) adding in the seventh line following “Contract Price”, the following: “plus any penalties imposed on Seller under the CAISO Tariff, the NCPA Metered Subsystem Agreement, or an open access transmission tariff as a result of the non-delivery”. Suspension of Performance A new Section 4.3 is added to Article Four, worded as follows: “4.3 Temporary Suspension of Performance. In addition to the remedies provided pursuant to Sections 4.1, 4.2 and 5.7, if Seller or Buyer fails to schedule, deliver or receive all or part of the Product pursuant to a Transaction for a period of three (3) or more consecutive days, and such failure is not excused under the terms of the Product, by Force Majeure, by the other Party’s failure to perform or by agreement of the Parties, then upon one (1) Business Day’s prior written notice, and for so long as the non-performing Party fails to perform, the performing Party shall have the right to suspend its performance under such Transaction. In the event the performing Party suspends performance pursuant to this Section 4.3, it shall not be obligated to resume performance until it has received notice from the non-performing Party at least one (1) Business Day prior to the date upon which the non-performing Party intends to resume its performance; provided that, if the performing Party has entered into a replacement contract with a term of 31 days or less, the performing Party may elect to resume performance at the end of the term of such replacement contract. Remedies available under this provision to the performing Party are in addition to, not in replacement of, other remedies specified in this Agreement.” Article Five Events of Default; Remedies Section 5.1(g) is amended by inserting, “or any Affiliate of such Party” after the first appearance of the word “Party” in subsections (i) and (ii). Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 112  Packet Pg. 197 of 1140  9 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 113  Packet Pg. 198 of 1140  10 CITY OF PALO ALTO V.2016 Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semi- colon, and adding new subsections “(i),” “(j)" , “(k)” and “(l)”, which read as follows: “(i) during any consecutive ninety (90) day period, there have occurred five (5) or more “Seller Failures” as that term is used in Section 4.1, under any or all Transactions, regarding which the Seller shall be deemed to be the Defaulting Party, and Buyer shall also be entitled to its remedies under Section 4.1; (j)during any consecutive ninety (90) day period, there have occurred five (5) or more “Buyer Failures” as that term is used in Section 4.2 under any or all Transactions, regarding which the Buyer shall be deemed to be the Defaulting Party, and Seller shall also be entitled to its remedies under Section 4.2; or (k)revocation by the Federal Energy Regulatory Commission of Party A’s authorization to make sales and market-based rates.” Section 5.2 is amended in line 3 by changing “right (i) to” to “right to (i)” and by adding the following sentence to the end of that provision: “If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, the Settlement Amount shall be zero, notwithstanding any provision of this Agreement to the contrary.” Section 5.3 is amended by inserting the phrase “plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Defaulting Party pursuant to Article Eight”, between the words “that are due to the Non-Defaulting Party,”, and “plus any and all other amounts” in the sixth line thereof Section 5.6 is further amended by inserting before the last sentence in Option B: “At the election of the Non-Defaulting Party, all obligations owing by or to an Affiliate of a Party shall be treated as if they were owing by or to the Party itself for purposes of set- off.” Article Six Section 6.8 is amended by deleting the words, “may by agreement of the Parties,” in line 3 and inserting in their place the word “shall”. Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 114  Packet Pg. 199 of 1140  10 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 115  Packet Pg. 200 of 1140  11 CITY OF PALO ALTO V.2016 Article Seven Section 7.1 is amended by (i) deleting in the fifteenth line the words, “UNLESS EXPRESSLY HEREIN PROVIDED,”, (ii) adding in the nineteenth line the words, “; PROVIDED, HOWEVER, NOTHING IN THIS SECTION SHALL AFFECT THE ENFORCEABILITY OF THE PROVISIONS OF SECTIONS 4.1 AND 4.2 OF THIS AGREEMENT RELATING TO REMEDIES FOR FAILURE TO DELIVER/RECEIVE AND OF SECTIONS 5.2 AND 5.3 OF THIS AGREEMENT RELATING TO THE CALCULATION AND PAYMENT OF THE TERMINATION PAYMENT” immediately after the words “ANY INDEMNITY PROVISION OR OTHERWISE”, and (iii) adding at the end of the last sentence the words, “AND ARE NOT PENALTIES”. Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 116  Packet Pg. 201 of 1140  11 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 117  Packet Pg. 202 of 1140  12 CITY OF PALO ALTO V.2016 Article Ten Section 10.1 is amended by replacing “upon (thirty) 30 days’ prior written notice” in lines 2 and 3, with “,upon (two) 2 Business Days’ prior written notice”. Section 10.2(viii) is amended by adding to the end: “; information and explanations of the terms and conditions of each such Transaction shall not be considered investment or trading advice or a recommendation to enter into that Transaction; no communication (written or oral) received from the other party shall be deemed to be an assurance or guarantee as to the expected results of that Transaction; and the other party is not acting as a fiduciary for or an adviser to it in respect of that Transaction;”. Section 10.2 (ix) is amended to read in its entirety as follows: “(ix) (1) it is an “eligible contract participant” as such term is defined in the Commodity Exchange Act, as amended 7 U.S.C. § 1 (a) (12); and (2) it is an “eligible commercial entity” as such term is defined in the Commodity Exchange Act, as amended 7 U.S.C. § 1 (a) (11). Section 10.2 shall be amended by deleting the “and” at the end of sub-section 10.2(xi), replacing the period at the end of subsection 10.2(xii) with a semi-colon, and adding the following new sub- sections at the end thereof: “(xiii) each Transaction that is not executed or traded on a trading facility, as defined in the Commodity Exchange Act, is subject to individual negotiation by the Parties; (xiv) all payments made or to be made by one Party to the other Party pursuant to this Agreement constitute “settlement payments”; (xv) all transfers of Performance Assurance by one Party to the other Party under this Agreement constitute “margin payments”; (xvi) each Party’s rights under Section 5.2, Declaration of an Early Termination Date and Calculation of Settlement Amounts, and Section 5.3, Net Out of Settlement Amounts constitute a “contractual right to liquidate” Transactions; and (xvii) “Notwithstanding any provision in this Agreement to the contrary, all information, statements, reports and similar materials, conveyed by Party A orally or in writing to Party B to demonstrate Party A’s financial condition, are true and accurate in all material respects. Any representation made by Party A regarding its financial performance or condition or that of its corporate parent (“Financial Representation”) as an inducement to Party B during the solicitation, bidding or negotiation of any Transaction entered into under this Master Agreement shall be deemed to be repeated and reaffirmed as of the date of the applicable Transaction and incorporated as a representation of Party A or a related party, if any, who makes the Financial Representation in that Transaction, without the need for any further action by either Party; and” Section 10.4 shall be amended by inserting the phrase "To the extent permitted by law," at the beginning of each of the first two sentences, and substituting the word, “each” for “Each” after the insertion of each such phrase. Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 118  Packet Pg. 203 of 1140  13 CITY OF PALO ALTO V.2016 Section 10.5 shall be amended by deleting clause (ii) and the portion of clause (iii) prior to the words “provided, however”, and replacing them with the following: “(ii) transfer or assign this Agreement to an Affiliate of such Party so long as (x) such Affiliate’s creditworthiness is equal to or higher than that of such Party or the Guarantor as of the Effective Date and the date of entering into each Transaction under this Agreement, if any, for such Party, or (y) the obligations of such Affiliate are guaranteed by such Party or its Guarantor, if any, in accordance with a guaranty agreement in form and substance satisfactory to the other Party, and (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any, as of the Effective Date and the effective date of any such transfer or assignment. Section 10.6 is amended by deleting the last sentence thereof and replacing it with the following sentence: and adding the following after the last line: “(a) EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HEREBY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION AND THE DISPUTE RESOLUTION PROVISIONS SET FORTH IN SECTION 5.8, INCLUDING THE AGREEMENT THAT ALL DISPUTES BE SUBJECT TO BINDING ARBITRATION RATHER THAN LITIGATION THROUGH STATE OR FEDERAL COURT. (b) IN THE EVENT A PARTY SEEKS TO ENFORCE ANY RIGHTS HEREUNDER PURSUANT TO LITIGATION (WHERE SUCH RIGHT IS NOT BARRED BY Section 5.8). (b) EACH PARTY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE FEDERAL COURTS LOCATED IN THE COUNTY OF SANTA CLARA, CALIFORNIA, FOR ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY TRANSACTION, AND EXPRESSLY WAIVES ANY OBJECTION IT MAY HAVE TO SUCH JURISDICTION OR THE CONVENIENCE OF SUCH FORUM. The Parties intend for the waiver in clause (a) and (b) above to be enforced to the fullest extent permitted under applicable law as in effect from time to time Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 119  Packet Pg. 204 of 1140  13 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 120  Packet Pg. 205 of 1140  14 CITY OF PALO ALTO V.2016 Section 10.7 is amended by (1) deleting the word “facsimile” at the end of the second sentence and replacing “facsimile” with “email”; (2) deleting the words “facsimile or” from the third sentence; (3) amending the fourth sentence by adding “, email” after “by overnight United States mail”. Section 10.8 is modified by adding before the word “constitute” in line four of Section 10.8, “, and all financial and other information, explanations, statements, reports provided by one party to the other in connection therewith”. Section 10.8 shall be amended by deleting its penultimate sentence in its entirety and replacing it with the following sentences: “The indemnity provisions of this Agreement shall survive the termination of this Agreement for the period of the applicable statute of limitations. The audit provisions of this Agreement shall survive the termination of this Agreement for a period of twelve (12) months.” Confidentiality X Confidentiality Applicable, subject to Section 10.11 as amended. If not checked, inapplicable. Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 121  Packet Pg. 206 of 1140  14 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 122  Packet Pg. 207 of 1140  15 CITY OF PALO ALTO V.2016 Section 10.11 shall be replaced in its entirety with the following: “Party A acknowledges that Party B is subject to California Constitution Article 1, Section 3, and the California Public Records Act, Cal. Gov. Code § 6250 et seq. (“Public Records Act”) in regard to the documents comprising this Master Agreement and the Transactions, which items may constitute public records subject to inspection and copying by the public under the authority of the California Constitution and the Public Records Act. Party B shall, consistent with those laws, use reasonable efforts to provide Party A with notice of any third party request to inspect and copy any of the documents that comprise this Master Agreement and the Transactions, which Party A might deem confidential and exempt from disclosure, in order that Party A may timely seek to protect those documents from disclosure to the third party. Party A acknowledges and agrees that Party B shall not be liable to Party A if Party B makes disclosure in accordance with the California Constitution and/or the Public Records Act before Party A has timely obtained an order to prevent Party B from making the requested disclosure to the third party.” A new Section 10.12 shall be added to Article 10 as follows: "10.12. No Agency. In performing their respective obligations hereunder, neither Party is acting, or is authorized to act, as the agent of the other Party.” A new Section 10.13 shall be added to Article 10 as follows: 10.13 Dispute Resolution. In the event of any controversy or claim, whether based in contract, tort, or otherwise, arising out of or based upon, or relating to this Agreement or the scope, breach, termination or validity of each of them (a “Dispute”), the Parties will resolve such Dispute in the following manner: 10.13.1 Negotiation. The Parties will attempt in good faith to resolve the Dispute promptly by negotiations between duly authorized representatives of the Parties who have authority to settle the Dispute. When a Party believes there is a Dispute, that Party will give the other Party written notice describing the Dispute with reasonable particularity. Within thirty (30) days after receipt of such notice, the receiving Party will submit a written response to the other Party. 10.13.2 Mediation. If the Dispute is not resolved within forty-five (45) days of the date of the response given pursuant to Section 10.13.1, or such additional time, if any, that the Parties mutually agree to in writing, the Parties shall try in good faith to settle the Dispute by mediation. The form of mediation and the mediator(s) selected to resolve the Dispute shall be acceptable to both Parties. 10.13.3 Additional Rights. If the Dispute is not resolved through mediation within ninety (90) days after the first meeting of the Parties and mediator(s), or such additional time, if any, that the Parties mutually agree to in writing, either Party shall be free to pursue any and all legal actions and remedies as it may deem necessary. 10.13.4 Injunctive Relief. Either Party may seek a preliminary injunction or other provisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, in which case both Parties nonetheless will continue to pursue resolution of the dispute by means of the dispute resolution procedure set forth in this Section 10.13. Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 123  Packet Pg. 208 of 1140  16 CITY OF PALO ALTO V.2016 A new Section 10.14 shall be added to Article 10 as follows: 10.14: “The Parties acknowledge and agree that any purchase of power made under this Agreement and any Transaction shall be executed and delivered in compliance with applicable laws and regulations in effect at the time this Agreement is signed by the Parties and at the time of entering into any particular Transaction, including, but not limited to, Senate Bill 1368 (California Public Utilities Code section 8340 et seq.) and related regulations (Title 20, Sections 2900 – 2930 of the California Code of Regulations), as amended, to the extent such laws and regulations, including SB 1368 and related regulations, apply or are deemed to apply to this Agreement and any Transaction. To the extent SB 1368 and related regulations require Party B as a local publicly owned electric utility to submit a compliance filing in accordance with such laws, Party A, upon the request of Party B, shall in good faith provide promptly to Party B (to the extent Party B lacks such information) the information to the extent Party A has knowledge of or access to such information, and shall work cooperatively with and provide commercially reasonable assistance to Party B in Party B’s compliance with such laws. A failure by Party A to provide such information which is within its possession or knowledge shall constitute a default under this Agreement.” A new Section 10.15 shall be added to Article 10 as follows: 10.15: Federal Power Act Waiver; FERC Standard of Review. (a) The Parties intend that the standard of review for changes to any rate, charge, classification, term or condition of this Agreement at FERC shall be the most stringent standard permissible under applicable law. As to the Parties, it is understood and agreed that the standard shall solely be the “public interest” application of the “just and reasonable” standard of review set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956) and clarified by Morgan Stanley Capital Group Inc. v. Public Utility District No. 1 of Snohomish County, Nos. 06-1457, 128 S.Ct. 2733 (2008), and consistent with the order of the Supreme Court in NRG Power Marketing, LLC, et al., v. Maine Public Utilities Commission et al., No. 08-674, 130 S.Ct. 693 (2010) (“NRG Order”). As to all other persons, the Parties intend and agree that the same standard, to the maximum degree as may be made applicable to other than the Parties, apply, to the maximum degree permitted under the NRG Order.” (b) In addition, and notwithstanding the foregoing subsection (a), to the fullest extent permitted by applicable law, each Party, for itself and its successors and assigns, hereby expressly and irrevocably waives any rights it can or may have, now or in the future, whether under §§ 205 and/or 206 of the Federal Power Act or otherwise, to seek to obtain from FERC or PUC by any means, directly or indirectly (through complaint, investigation or otherwise), and each hereby covenants and agrees not at any time to seek to so obtain, an order from FERC or PUC changing any section of this Agreement specifying the rate, charge, classification, or other term or condition agreed to by the Parties, it being the express intent of the Parties that, to the fullest extent permitted by applicable law, neither Party shall unilaterally seek to obtain from FERC or PUC any relief changing the rate, charge, classification, or other term or condition of this Agreement, notwithstanding any subsequent changes in applicable law or market conditions that may occur. In the event it were to be determined that applicable law precludes the Parties from waiving their rights to seek changes from FERC to their market-based power sales contracts (including entering into covenants not to do so) then this subsection (b) shall not apply, provided that, consistent with the foregoing subsection (a), neither Party shall seek any such changes except solely under the "public interest" application of the "just and reasonable" standard of review and otherwise as set forth in the foregoing section (a). Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 124  Packet Pg. 209 of 1140  16 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 125  Packet Pg. 210 of 1140  17 CITY OF PALO ALTO V.2016 (c) No subsection of this Section limits the generality of any other subsection of this Section. In determining legal enforceability, each subsection of this Section is severable from every other subsection of this Section.” A new Section 10.16 shall be added to Article 10 as follows: 10.16 ““AB 32 fees” means the regulatory assessments, charges, fees imposts and/or taxes imposed upon and required to be paid by suppliers of energy in accordance with the Global Warming Solutions Act of 2006, Chapter 488, Statutes 2006, including, without limitation, the Compliance Offset Protocols, which shall be included (or be deemed included to the extent they are not expressly included) in the Contract Price, defined in Section 1.10 of the General Terms and Conditions, and that are in effect as of the Effective Date of this Agreement and/or the date the Parties enter into each Transaction hereunder.” A new Section 10.17 shall be added to Article 10 as follows: 10.17 “The Parties understand and agree that the Transactions under this Agreement are physical transactions for deferred delivery, and that the Parties contemplate making or taking physical delivery of electric energy. Party B is a commercial entity engaged in the business of delivering electric energy to its retail load and routinely makes or takes delivery of electric energy in order to provide service to its retail electric customers.” Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 126  Packet Pg. 211 of 1140  17 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 127  Packet Pg. 212 of 1140  18 CITY OF PALO ALTO V.2016 A new Section 10.18 shall be added to Article 10 as follows: 10.18 “Nondiscrimination. As set forth in Palo Alto Municipal Code section 2.30.510, Party A agrees that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. Party A acknowledges that it has read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the form furnished by Party B and set forth in Exhibit D.” A new Section 10.19 shall be added to Article 10 as follows: 10.19 “Imaged Agreement. Any original executed Agreement, Confirmation or other related document may be photocopied and stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the Confirmation, if introduced as evidence in automated facsimile form, the Recording, if introduced as evidence in its original form and as transcribed onto paper, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of the Recording, the Confirmation or the Imaged Agreement (or photocopies of the transcription of the Recording, the Confirmation or the Imaged Agreement) on the basis that such were not originated or maintained in documentary form under either the hearsay rule, the best evidence rule or other rule of evidence.” A new Section 10.21 shall be added to Article 10 as follows: 10.21 “Cyber Attack. In addition to the provisions of Section 3.3, the Parties hereby agree that a Cyber Attack (as defined below) that causes (i) the failure to perform a material obligation or (ii) a breach of a Party’s confidentiality obligations arising under Section 10.11 will constitute an event of Force Majeure. In addition, notwithstanding the provisions of Section 5.1, the Parties agree that a failure to pay that is solely the result of a Cyber Attack will not constitute an Event of Default; provided that (a) sufficient funds were available for such Party to fulfill its obligations hereunder on the relevant date, and (b) the payment is made as soon as practicable but in no event later than fifteen (15) days after the occurrence of the Cyber Attack. “Cyber Attack” means a third-party attack that compromises the integrity or availability of information from an information system or systems required to perform the obligations under this Master Agreement that is outside the Party’s control.” Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 128  Packet Pg. 213 of 1140  18 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 129  Packet Pg. 214 of 1140  19 CITY OF PALO ALTO V.2016 A new Section 10.22 shall be added to Article 10 as follows: Index Transactions. If the Contract Price for a Transaction is determined by reference to a Price Source, then: a)Market Disruption Event. If a Market Disruption Event occurs on any one or more days during a Determination Period (each day, a “Disrupted Day”), then: i)The fallback Floating Price, if any, specified by the Parties in the relevant Confirmation shall be the Floating Price for each Disrupted Day. ii)If the Parties have not specified a fallback Floating Price, then the Parties will endeavor, in good faith and using commercially reasonable efforts, to agree on a substitute Floating Price, taking into consideration, without limitation, guidance, protocols or other recommendations or conventions issued or employed by trade organizations or industry groups in response to the Market Disruption Event and other prices published by the Price Source or alternative price sources with respect to the Delivery Point or comparable Delivery Points that may permit the Parties to derive the Floating Price based on historical differentials. iii)If the Price Source retrospectively issues a Floating Price in respect of a Disrupted Day (a “Delayed Floating Price”) before the parties agree on a substitute Floating Price for such day, then the Delayed Floating Price shall be the Floating Price for such Disrupted Day. If a Delayed Price is issued by the Price Source in respect of a Disrupted Day after the Parties agree on a substitute Floating Price for such day, the substitute Floating Price agreed upon by the Parties will remain the Floating Price without adjustment unless the Parties expressly agree otherwise. iv)If the Parties cannot agree on a substitute Floating Price and the Price Source does not retrospectively publish or announce a Floating Price, in each case, on or before the fifth Business Day following the first Trading Day on which the Market Disruption Event first occurred or existed, then the Floating Price for each Disrupted Day shall be determined by taking the arithmetic mean of quotations requested from four leading dealers in the relevant market that are unaffiliated with either Party and mutually agreed upon by the Parties (“Specified Dealers”), without regard to the quotations with the highest and lowest values, subject to the following qualifications: 1.If exactly three quotations are obtained, the Floating Price for each such Disrupted Day will be the quotation that remains after disregarding the quotations having the highest and lowest values. 2.If fewer than three quotations are obtained, the Floating Price for each such Disrupted Day will be the average of the quotations obtained. 3.If the Parties cannot agree upon four Specified Dealers, then each of the Parties will, acting in good faith and in a commercially reasonable manner, select up to two Specified Dealers separately, and those selected dealers shall be the Specified Dealers. Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 130  Packet Pg. 215 of 1140  19 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 131  Packet Pg. 216 of 1140  20 CITY OF PALO ALTO V.2016 v)Unless otherwise agreed, if at any time the Parties agree on a substitute Floating Price for any Disrupted Day, then such substitute Floating Price shall be the Floating Price for such Disrupted Day, notwithstanding the subsequent publication or announcement of a Delayed Floating Price by the relevant Price Source or any quotations obtained from Specified Dealers. "Determination Period" means each calendar month a part or all of which is within the Delivery Period of a Transaction. "Exchange" means, in respect of a Transaction, the exchange or principal trading market specified as applicable to the relevant Transaction. "Floating Price" means a Contract Price specified in a Transaction that is based upon a Price Source. "Market Disruption Event" means, with respect to any Price Source, any of the following events: (a)the failure of the Price Source to announce, publish or make available the specified Floating Price or information necessary for determining the Floating Price for a particular day; (b)the failure of trading to commence on a particular day or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange, RTO or in the market specified for determining a Floating Price; (c)the temporary or permanent discontinuance or unavailability of the Price Source; (d)the temporary or permanent closing of any Exchange or RTO specified for determining a Floating Price; or (e)a material change in the formula for or the method of determining the Floating Price by the Price Source or a material change in the composition of the Product. "Price Source" means, in respect of a Transaction, a publication or such other origin of reference, including an Exchange or RTO, containing or reporting or making generally available to market participants (including by electronic means) a price, or prices or information from which a price is determined, as specified in the relevant Transaction. “RTO” means any regional transmission operator or independent system operator. Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 132  Packet Pg. 217 of 1140  20 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 133  Packet Pg. 218 of 1140  21 CITY OF PALO ALTO V.2016 y "Trading Day" means a day in respect of which the relevant Price Source ordinarily woul announce, publish or make available the Floating Price. (b)Corrections to Published Prices. If the Floating Price published, announced or made available on a given day and used or to be used to determine a relevant price is subsequently corrected by the relevant Price Source (i) within 30 days of the original publication, announcement or availability, or (ii) in the case of RTO Transactions only, within such longer time period as is consistent with the RTO’s procedures and guidelines, then either Party may notify the other Party of that correction and the amount (if any) that is payable as a result of that correction. If, not later than thirty (30) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Part that originally either received or retained such amount will, not later than three (3) Business Days after such notice is effective, pay, subject to any applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction. Notwithstanding the foregoing, corrections shall not be made to any Floating Prices agreed upon by the Parties or determined based on quotations from Specified Dealers pursuant to paragraph (a) above unless the Parties expressly agree otherwise. (c)Rounding. When calculating a Floating Price, all numbers shall be rounded to four (4 decimal places. If the fifth (5th) decimal number is five (5) or greater, then the fourth (4th decimal number shall be increased by one (1), and if the fifth (5th) decimal number is les than five (5), then the fourth (4th) decimal number shall remain unchanged. Schedule M Party A is a Governmental Entity or Public Power System X Party B is a Governmental Entity, Schedule M Applicable Part A Part A of Schedule M is amended by including the following definition for the term “Act”: “Act” means the Constitution of the State of California, the California statute(s), charter and municipal ordinances under which Party B was created, organized and authorized to enter into this Master Agreement and each Transaction thereunder Part A is further amended by adding the following sentence at the end of the definition of the term “Special Fund”: “Party A has conducted such investigation as it deems necessary of the City of Palo Alto Enterprise Fund and the Act under which such Fund was established to determine, for its purposes under this Agreement, that such Fund meets this definition of Special Fund.” Part C Part C of Schedule M is amended by adding the phrase in line 7 “and to the extent applicable,” immediately following the word “limitation” in clause (i). Part D Section 3.4 is amended by deleting it in its entirety and replacing with the following: Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 134  Packet Pg. 219 of 1140  21 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 135  Packet Pg. 220 of 1140  22 CITY OF PALO ALTO V.2016 “3.4: Public Power System’s Deliveries. On the Effective Date and as a condition to the obligations of the other Party under this Agreement, Governmental Entity or Public Power System shall provide the other Party hereto electronic copies of all ordinances, resolutions, public notices and other documents evidencing the necessary authorizations with respect to the execution, delivery and performance by Governmental Entity or Public Power System of this Master Agreement.” Part E X Section 3.6 under Part E of Schedule M applies; however, the portion of that provision following the semicolon on the eighth line thereof is replaced in its entirety with the following: “any breach of clause (ii) of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity or Public Power System for which such budgetary approval or certification of its obligations under this Master Agreement is required to be in effect and an Event of Default shall be deemed to have occurred for purposes of Section 5.1 under which Governmental Entity or Public Power System shall be treated as the Defaulting Party.” Part F Add Section 8.4. If not checked, inapplicable. Part G Part G does not apply. Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 136  Packet Pg. 221 of 1140  22 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 137  Packet Pg. 222 of 1140  23 CITY OF PALO ALTO V.2016 Schedule P The following defined terms are added to Schedule P: “CAISO” means the California Independent System Operator Corporation, or its successor. “CAISO Tariff” means the Federal Energy Regulatory Commission approved tariff of CAISO, including all CAISO protocols, as the same may be amended from time to time. “CAISO Energy” means a Transaction in which the Seller shall sell and the Buyer shall purchase a quantity of Energy equal to the hourly quantity without Ancillary Services (as defined in the CAISO Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the CAISO Tariff as amended from time to time for which the only excuse for failure to deliver or receive is an “Uncontrollable Force” (as defined in the CAISO Tariff) called by the CAISO in accordance with the CAISO Tariff. “HLH (Heavy Load Hour)” is defined as energy delivered from hours ending (HE) 0700- 2200 Monday-Saturday, excluding NERC holidays, PPT. “IST” means Inter-Scheduling Coordinator Trade shall mean a trade between Scheduling Coordinators of Energy or Ancillary Services in accordance with the CAISO Tariff. “LLH (Light Load Hour)” is defined as energy delivered from hours ending (HE) 0100- 0600 and 2300-2400 Monday-Saturday, all day Sunday and NERC holidays, PPT. “NP15 Zone Delivery Point” means the NP15 Zone; provided, however, if CAISO implements trading hubs under a locational marginal pricing design during the Delivery Period, the Delivery Point shall be the Existing Zone Generation NP15 Trading Hub (“NP15 EZ Gen Hub”), as such trading hub is contemplated by the CAISO in its filing made to the FERC dated March 15, 2005 (“Comprehensive Design Proposal for Inter- Scheduling Coordinator Trades Under the California Independent System Operator Corporation’s Market Redesign and Technology Upgrade, Docket No. ER02-1656-025”); provided further, if the NP15 EZ Gen Hub (under any name) is not established as part of a market redesign that is implemented during the Delivery Period, the parties agree to promptly work together in good faith to designate an alternate Delivery Point to reasonably approximate the characteristics of the NP-15 Zone. "West Firm", or “WSPP Schedule C” or “Schedule C” or “WSPPC-Firm” or any similar description means with respect to a Transaction, a Product that is or will be scheduled as firm energy consistent with the most recent rules adopted by the WECC for which the only excuses for failure to deliver or receive are if an interruption is (i) due to an Uncontrollable Force as provided in Section 10 of the WSPP Agreement; or (ii) where applicable, to meet Seller's public utility or statutory obligations to its customers. Notwithstanding any other provision in this Agreement, if Seller exercises its right to interrupt to meet its public utility or statutory obligations, Seller shall be responsible for payment of damages for failure to deliver firm energy as provided in Article 4 of this Agreement. "WECC" means the Western Electricity Coordinating Council. "WSPP Agreement" means the Western Systems Power Pool Agreement as amended from time to time. Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 138  Packet Pg. 223 of 1140  23 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 139  Packet Pg. 224 of 1140  24 CITY OF PALO ALTO V.2016 EXHIBIT A MASTER POWER PURCHASE AND SALE AGREEMENT CONFIRMATION LETTER EXHIBIT B RESOURCE ADEQUACY (“RA”) CAPACITY The Parties acknowledge and agree that after the execution of this Master Agreement, they may enter into one or more contracts or confirmations concerning Resource Adequacy, which products, terms, conditions and definitions shall be documented in an Resource Adequacy Confirmation (“RA Confirm”), the terms and conditions of which the Parties agree to negotiate in good faith at the time such Transactions are contemplated. EXHIBIT C RENEWABLE ENERGY CREDIT (“REC”) The Parties acknowledge and agree that after the execution of this Master Agreement, they may enter into one or more contracts or confirmations concerning RECs, which terms and conditions shall be documented in a REC Confirmation and which the Parties agree to negotiate in good faith at the time such Transactions are contemplated. EXHIBIT D CERTIFICATION OF NONDISCRIMINATION Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 140  Packet Pg. 225 of 1140  24 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 141  Packet Pg. 226 of 1140  25 CITY OF PALO ALTO V.2016 IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the date first above written. Party B: City of Palo Alto Party A: Approval as to Form: By: ……………………………..By: …………………………….. Name: Amy Bartell Name: …………………………….. Title: Asst. City Attorney Title: …………………………….. Date: _________Date: ____, 20 Party B: City of Palo Alto Approval by City Manager’s Office: By: Name: Ed Shikada Title: City Manager Date: _____ Party B: City of Palo Alto Approval by Administrative Services Department: By: Name: Lauren Lai Title: Administrative Services Director Date: ___ Party B: City of Palo Alto Approval by Utilities Department: By: Name: Alan Kurotori Title: Utilities Director Date: ______ DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected. Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 142  Packet Pg. 227 of 1140  25 CITY OF PALO ALTO V.2016 Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 143  Packet Pg. 228 of 1140  26 CITY OF PALO ALTO V.2016 Exhibit D Certification of Nondiscrimination As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not and will not during the course of this contract discriminate in the employment of any person because of the race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person and that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. Authorized Signature: Date: Item 5 Attachment A - Exhibit C - EEI Master Agreement - Dynasty Power - Palo Alto - 12.15.25 - CLEAN        Item 5: Staff Report Pg. 144  Packet Pg. 229 of 1140  1 CITY OF PALO ALTO V.2016 9 2 3 3 MASTER POWER PURCHASE AND SALE AGREEMENT (EEI Version 2.1, modified 4/25/00) COVER SHEET This Master Power Purchase and Sale Agreement (“Master Agreement”) is made as of the following date: , 2016 (“Effective Date”). The Master Agreement, together with the exhibits, schedules, annexes and any written supplements hereto, the Party A Tariff, if any, the Party B Tariff, if any, any designated collateral, credit support or margin agreement or similar arrangement between the Parties and all Transactions (including any confirmations accepted in accordance with Section 2.3 hereto) shall be referred to as the “Agreement.” The Parties to this Master Agreement are the following: Name: (“Counterparty ” or “Party A”)Name: City of Palo Alto (“Counterparty” or “Party B”) All Notices: Attn: Phone: Facsimile: E-mail: Duns Federal Tax ID Number: All Notices: Attn: Assistant Director, Resource Management Department of Utilities City of Palo Alto 250 Hamilton Avenue, 3rd Floor Palo Alto, CA 94301 Phone: 650-329-2523119 Facsimile: 650-617-3140 Duns: 17-892-8479 Federal Tax ID Number: 94-6000389 With additional Notices of an Event of Default or Potential Event of Default to: Attn: Phone: Facsimile: With additional Notices of an Event of Default or Potential Event of Default to: Attn: Senior Assistant City, Attorney, /Utilities, City of Palo Alto Phone: 650-329-2171 Facsimile: 650-329-2646 Invoices: Attn: Phone: Facsimile: E-mail: Duns Federal Tax ID Number: Invoices: Attn: Power Accounts Administrator Northern California Power Agency 651 Commerce Drive Roseville, CA 95678-6420 Phone: (916) 781-421124/36364262 Facsimile: (916) 781-42525 Day Ahead Pre-Scheduling: Attn: Phone: Facsimile: E-mail: Day Ahead Pre-Scheduling: Confirmations: utilitycommoditysettlements@paloalto.gov Attn: Pre-Scheduler Desk Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 Phone: 916-781-4240/4227/4228 Facsimile: 916-781-4239 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 145  Packet Pg. 230 of 1140  2 CITY OF PALO ALTO V.2016 9 2 3 3 Real Time Scheduling: Attn: Phone: Facsimile: E-mail: Real Time Scheduling: Attn: Chief Dispatcher/Scheduler Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 Phone: 916-781-4237/3636 Facsimile: 916-781-4226 Payments: Attn: Phone: Facsimile: E-mail: Payments: Attn: Accounts Payable Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 Phone: 916-781- 4211/426237/3636 Facsimile: 916-781-425526Wire Transfer: BNK ABA: ACCT: Confirmation Wire Transfer: Deposit to Northern California Power Agency, “to the benefit of City of Palo Alto” BNK U.S. Bank ABA: 12112267602105 2053 ACCT: 1-534-0216-274455797786 Attn: Cyndy Husebye U.S. Bank 555 SW Oak Street, Suite 400 Portland, OR. 97204 Phone: 877-295-2509 Facsimile: 877-324-1680Credit and Collections: Attn: Phone: Facsimile: Credit and Collections: Attn: Power Accounts Analyst Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 Phone: 916-781- 42121/426224 Facsimile: 916-781-4255 The Parties hereby agree that the General Terms and Conditions are incorporated herein, as selected, modified and amended by the following specific provisions, as provided for in such General Terms and Conditions: Party A Tariff: FERC Electric Rate Schedule , dated , Docket Number: ER - -_ Party B Tariff: N/A Article One General Definitions Section 1.4 is amended by deleting the first sentence and replacing it to read as follows: “Business Day” means any day except a Saturday, Sunday, the Friday immediately following the Thanksgiving holiday or a Federal Reserve Bank Holiday. Section 1.10 is amended by adding after “the price” in line 1 the words “, including any and all AB 32 fees” and substituting “U.S. $” for “$U.S.” in line 1. Section 1.11 is amended by adding the following after “Party” in the third line: “after using commercially reasonable efforts to mitigate costs”. Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 146  Packet Pg. 231 of 1140  2 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 147  Packet Pg. 232 of 1140  3 CITY OF PALO ALTO V.2016 9 2 3 3 Section 1.12 is amended by deleting in the fourth line the word “issues” and replacing it with the word “issuer”. Section 1.24 is amended by adding before the period at the end thereof the following: “in accordance with Section 5.2”. Section 1.27 is amended by inserting the phrase “and in an amount” in the third line after the word “form” and before the word “acceptable”. Section 1.28 is amended by adding before the period at end thereof the following: “in accordance with Section 5.2”. Section 1.45 is amended by adding the following sentence at the end of that provision: “Party B shall be deemed to have complied with any request from Party A for the provision of Performance Assurance by furnishing a copy of a resolution adopted by Party B’s City Council within a reasonable period of time after receipt of such request, determining that Party B’s retail rates are set at levels sufficiently high to recover all costs of providing electric service to Party B’s retail electric customers, including the costs incurred by Party B under all Transactions executed under this Agreement.” Section 1.46 is amended by adding before the period at the end thereof the following: “; provided that the failure to comply with any requirement of this Master Agreement or a Transaction, including the requirements of Article 8, before the expiration of the time period expressly specified for such compliance in this Master Agreement or the Transaction, if any, shall not be considered a Potential Event of Default unless and until the applicable time period has expired without compliance”. Section 1.50 is amended by deleting the reference to “Section 2.4” and replacing it with “Section 2.5”. Section 1.51 is amended by (a) inserting the phrase “for delivery” in the second line after the word “purchases” and before the phrase “at the Delivery Point”, and (b) deleting the phrase “at Buyer’s option” in the fifth line and inserting in their place the following: “absent a purchase” and (c) inserting in the seventh line after the words, “any penalties” and before “, ratched demand”, the following: “(other than penalties imposed on Buyer under the CAISO Tariff, the NCPA Metered Subsystem Agreement, or an open access transmission tariff as a result of the non-delivery)”. Section 1.53 is amended by (a) deleting the phrase “at the Delivery Point” in the second line, and (b) deleting the phrase “at Seller’s option” in the fifth line and inserting in their place the following: “absent a sale, assuming a sale could not have been made in a commercially reasonable manner.” Section 1.56 is amended by deleting the words “pursuant to Section 5.2” and by adding before the period at the end thereof the following: “, as determined in accordance with Section 5.2.” Section 1.60 is amended by inserting the words “in writing” immediately following the words “agreed to”. Article Two Transaction Terms and Conditions Section 2.1 shall be amended by deleting the second sentence thereof. Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 148  Packet Pg. 233 of 1140  3 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 149  Packet Pg. 234 of 1140  4 CITY OF PALO ALTO V.2016 9 2 3 3 For purposes of Section 2.3, Party B requires that all Transactions be confirmed in writing. Accordingly, the provision is amended by striking the word “may” from the first line thereof and replacing it with the word “shall.” For purposes of Section 2.3, all references to Seller shall be instead to Party A. X Optional provision in Section 2.4. If not checked, inapplicable. A new Section 2.6 is added to Article Two, worded as follows: “2.6 No Oral Agreements or Modifications. Notwithstanding anything to the contrary in this Master Agreement, including in this Article Two, no Transaction between the Parties shall become binding unless and until a Confirmation for such Transaction is signed by both Parties, and this Master Agreement and any and all Transactions may not be orally amended or modified, including by Recording pursuant to Section 2.5.” Article Four Remedies for Failure to Deliver or Receive X Accelerated Payment of Damages. If not checked, inapplicable. A new Section 4.3 is added to Article Four, worded as follows: “4.3 Suspension of Performance. In addition to the remedies provided pursuant to Sections 4.1, 4.2 and 5.7, if Seller or Buyer fails to schedule, deliver or receive all or part of the Product pursuant to a Transaction for a period of three (3) or more consecutive days, and such failure is not excused under the terms of the Product, by Force Majeure, by the other Party’s failure to perform or by agreement of the Parties, then upon one (1) Business Day’s prior written notice, and for so long as the non-performing Party fails to perform, the performing Party shall have the right to suspend its performance under such Transaction. In the event the performing Party suspends performance pursuant to this Section 4.3, it shall not be obligated to resume performance until it has received notice from the non-performing Party at least one (1) Business Day prior to the date upon which the non-performing Party intends to resume its performance; provided that, if the performing Party has entered into a replacement contract with a term of 31 days or less, the performing Party may resume performance at the end of the term of such replacement contract. Remedies available under this provision to the performing Party are in addition to, not in replacement of, other remedies specified in this Agreement.” Article Five Events of Default; Remedies X Cross Default provision of Section 5.1(g) shall apply for both Party A and Party B. Cross Default amount for each shall be $20,000,000. Section 5.1(g) is amended by inserting, “or any Affiliate of such Party” after the first appearance of the word “Party” in subsections (i) and (ii). Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 150  Packet Pg. 235 of 1140  4 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 151  Packet Pg. 236 of 1140  5 CITY OF PALO ALTO V.2016 9 2 3 3 Section 5.1 is further amended by replacing the period at the end of subsection (h) with a semi- colon, and adding new subsections “(i),” “(j)" , “(k)” and “(l)”, which read as follows: “(i) during any consecutive ninety (90) day period, there have occurred five (5) or more “Seller Failures” as that term is used in Section 4.1, under any or all Transactions, regarding which the Seller shall be deemed to be the Defaulting Party, and Buyer shall also be entitled to its remedies under Section 4.1; (j)during any consecutive ninety (90) day period, there have occurred five (5) or more “Buyer Failures” as that term is used in Section 4.2 under any or all Transactions, regarding which the Buyer shall be deemed to be the Defaulting Party, and Seller shall also be entitled to its remedies under Section 4.2; (k)a representation or warranty with respect to the Defaulting Party's financial statement or position that is false or materially misleading; or (l)revocation by the Federal Energy Regulatory Commission of Party A’s authorization to make sales and market-based rates.” Section 5.2 is amended in line 3 by changing “right (i) to” to “right to (i)” and by adding the following sentence to the end of that provision: “If the Non-Defaulting Party’s aggregate Gains exceed its aggregate Losses and Costs, if any, resulting from the termination of this Agreement, the Settlement Amount shall be zero, notwithstanding any provision of this Agreement to the contrary. Any Party who is in default at the time of the Early Termination Date, or whose default is the cause of the Early Termination Date, shall not be entitled to receive any Termination Payment or Settlement Amount.” Section 5.3 is amended by inserting the phrase “plus, at the option of the Non-Defaulting Party, any cash or other form of security then available to the Defaulting Party pursuant to Article Eight”, between the words “that are due to the Non-Defaulting Party,”, and “plus any and all other amounts” in the sixth line thereof Section 5.6 Closeout Setoff Option A (Applicable if no other selection is made.) X Option B - Affiliates shall have the meaning set forth in the Master Agreement unless otherwise specified as follows: Option B is amended as set forth in Article 10 below. Option C (No Setoff) Section 5.6 is further amended by inserting before the last sentence in Option B: “At the election of the Non-Defaulting Party, all obligations owing by or to an Affiliate of a Party shall be treated as if they were owing by or to the Party itself for purposes of set- off.” Article Six Section 6.4 is amended by deleting “and owing to each other on the same date”. Section 6.8 is amended by deleting the words, “may by agreement of the Parties,” in line 3 and inserting in their place the word “shall”. Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 152  Packet Pg. 237 of 1140  5 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 153  Packet Pg. 238 of 1140  6 CITY OF PALO ALTO V.2016 9 2 3 3 Article Seven Section 7.1 is amended by (i) deleting in the fifteenth line the words, “UNLESS EXPRESSLY HEREIN PROVIDED,”, (ii) adding in the nineteenth line the words, “; PROVIDED, HOWEVER, NOTHING IN THIS SECTION SHALL AFFECT THE ENFORCEABILITY OF THE PROVISIONS OF SECTIONS 4.1 AND 4.2 OF THIS AGREEMENT RELATING TO REMEDIES FOR FAILURE TO DELIVER/RECEIVE AND OF SECTIONS 5.2 AND 5.3 OF THIS AGREEMENT RELATING TO THE CALCULATION AND PAYMENT OF THE TERMINATION PAYMENT” immediately after the words “ANY INDEMNITY PROVISION OR OTHERWISE”, and (iii) adding at the end of the last sentence the words, “AND ARE NOT PENALTIES”. Article Eight 8.1 Party A Credit Protection Credit and Collateral Requirements Financial Information from Party B, Section 8.1(a) Option A X Option B Specify: Audited financial statements for City of Palo Alto and for City of Palo Alto Enterprise Fund Option C Credit Assurances from Party B, Section 8.1(b) X Not Applicable Applicable Collateral Threshold for Party B, Section 8.1(c) X Not Applicable Applicable Party B Independent Amount: N/A Party B Rounding Amount: N/A Party B Minimum Transfer Amount: N/A Downgrade Event, Section 8.1(d): Not Applicable X Applicable If applicable, complete the following: X It shall be a Downgrade Event for Party B only if (a) Party B’s underlying rating, determined without reference to third party credit enhancement, on its utility revenue bond ("Debt") by S&P or Moody's is respectively below BBB- or Baa3, (b) (ii) both S&P and Moody's refuse to rate Party B's Debt, or and (c) Party B’s City Council no longer has the legal authority under the Act, as defined by Schedule M, to adjust electric rates as necessary to recover Party B’s costs of providing retail electric service to its customers. Guarantor for Party B, Section 8.1(e): N/A Guarantee Amount: N/A 8.2 Party B Credit Protection: Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 154  Packet Pg. 239 of 1140  7 CITY OF PALO ALTO V.2016 9 2 3 3 Financial Information from Party A, Section 8.2(a): Option A X Option B Specify: Audited financial statements to be provided by Party A as described in Section 8.2(a) shall be for Party A or parent entity, if any, providing credit support. Option C Credit Assurances from Party A, Section 8.2(b): Not Applicable X Applicable If Party B has reasonable grounds to believe that Party A’s creditworthiness or performance under this Agreement has become unsatisfactory, Party B will provide Party A with written notice requesting Performance Assurance in an amount determined by Party B in a commercially reasonable manner. Upon receipt of such notice Party A shall have three (3) Business Days to remedy the situation by providing such Performance Assurance to Party B. In the event that Party A fails to provide such Performance Assurance, or a guaranty or other credit assurance acceptable to Party B within three (3) Business Days of receipt of notice, then an Event of Default under Article Five will be deemed to have occurred and Party B will be entitled to the remedies set forth in Article Five of this Master Agreement. For purpose of this Master Agreement, creditworthiness shall mean a credit rating for Party A rating established as of the Effective Date of the Master Agreement of not less than a BBB- credit rating established by Standard & Poor’s and a Baa3 credit rating established by Moody’s Investors Service, continuing throughout the term of this Agreement. Collateral Threshold for Party A, Section 8.2(c ): Not Applicable X Applicable If applicable, complete the following: Party A Collateral Threshold: means with respect to Party A, at any time the amount specified in the table below under the relevant heading opposite the lower of the ratings at that time assigned by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (“S&P”) or Moody’s Investors Service, Inc., a subsidiary of Moody’s Corporation (“Moody’s”) to the long term, senior, unenhanced, unsecured debt securities or obligations of Party A’s Guarantor; provided, that (a) if the long term, senior, unenhanced, unsecured debt securities of Party A’s Guarantor is no longer rated by one of S&P or Moody’s, the Threshold with respect to Party A will be zero dollars and (b) if an Event of Default or Potential Event of Default with respect to Party A has occurred and is continuing, the Threshold with respect to such party shall be zero dollars. S&P Rating Moody’s Rating Threshold A- or above A3 or above $25,000,000 BBB+ Baa1 $15,000,000 BBB Baa2 $10,000,000 BBB- Baa3 $ 5,000,000 Below BBB- (or rating Below Baa3 (or rating $ 0 (zero) suspended or withdrawn suspended or withdrawn by both S&P and by both S&P and Moody’s) Moody’s) Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 155  Packet Pg. 240 of 1140  7 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 156  Packet Pg. 241 of 1140  8 CITY OF PALO ALTO V.2016 9 2 3 3 Party A Independent Amount: $0 Party A Rounding Amount: $100,000 Party A Minimum Transfer Amount: $250,000 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 157  Packet Pg. 242 of 1140  8 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 158  Packet Pg. 243 of 1140  9 CITY OF PALO ALTO V.2016 9 2 3 3 Downgrade Event, Section 8.2(d): Not Applicable X Applicable If applicable, complete the following: X It shall be a Downgrade Event for Party A only if the Credit Rating of Party A or Party A’s Guarantor falls below BBB- from S&P or Baa3 from Moody's or if the unenhanced, unsecured senior long-term debt securities or obligations of Party A or Party A’s Guarantor ceases to be rated by either S&P or Moody's. Guarantor for Party A, Section 8.2(e): X Guarantor for Party A: [Name of investment grade parent guarantor] Guarantee Amount: [Unlimited Guarantee amount preferred] Article Ten Section 10.1 is amended by replacing “upon (thirty) 30 days’ prior written notice” in lines 2 and 3, with “, which termination shall be effective immediately upon receipt of written notice thereof”. Section 10.2 (ix) is amended to read in its entirety as follows: “(ix) (1) it is an “eligible contract participant” as such term is defined in the Commodity Exchange Act, as amended 7 U.S.C. § 1 (a) (12); and (2) it is an “eligible commercial entity” as such term is defined in the Commodity Exchange Act, as amended 7 U.S.C. § 1 (a) (11). Section 10.2 shall be amended by deleting the “and” at the end of sub-section 10.2(xi), replacing the period at the end of subsection 10.2(xii) with a semi-colon, and adding a new sub-section (xiii) as follows: “Notwithstanding any provision in this Agreement to the contrary, all information, statements, reports and similar materials, conveyed by Party A orally or in writing to Party B to demonstrate Party A’s financial condition, are true and accurate in all material respects. Any representation made by Party A regarding its financial performance or condition or that of its corporate parent (“Financial Representation”) as an inducement to Party B during the solicitation, bidding or negotiation of any Transaction entered into under this Master Agreement shall be deemed to be repeated and reaffirmed as of the date of the applicable Transaction and incorporated as a representation of Party A or a related party, if any, who makes the Financial Representation in that Transaction, without the need for any further action by either Party; and” Section 10.4 shall be amended by inserting the phrase "To the extent permitted by law," at the beginning of each of the first two sentences, and substituting the word, “each” for “Each” after the insertion of each such phrase. Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 159  Packet Pg. 244 of 1140  9 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 160  Packet Pg. 245 of 1140  10 CITY OF PALO ALTO V.2016 9 2 3 3 Section 10.5 shall be amended by deleting clause (ii) and the portion of clause (iii) prior to the words “provided, however”, and replacing them with the following: “(ii) transfer or assign this Agreement to an Affiliate of such Party so long as (x) such Affiliate’s creditworthiness is equal to or higher than that of such Party or the Guarantor as of the Effective Date and the date of entering into each Transaction under this Agreement, if any, for such Party, or (y) the obligations of such Affiliate are guaranteed by such Party or its Guarantor, if any, in accordance with a guaranty agreement in form and substance satisfactory to the other Party, and (iii) transfer or assign this Agreement to any person or entity succeeding to all or substantially all of the assets of such Party whose creditworthiness is equal to or higher than that of such Party or its Guarantor, if any, as of the Effective Date and the effective date of any such transfer or assignment. Section 10.6 is amended by deleting the words “New York” from the fourth line thereof and replacing it with the word “California.” Further, Section 10.6 is amended by deleting the last sentence thereof and replacing it with the following sentence: “With respect to any proceeding in connection with any claim, counterclaim, demand, cause of action, dispute and controversy arising out of or relating to this Agreement, the parties hereby consent to the exclusive jurisdiction of the federal courts sitting in the Northern District of the State of California; provided, however, that if the federal courts sitting in the Northern District of the State of California refuse jurisdiction, the Parties agree to the exclusive jurisdiction of the state courts sitting in the County of Santa Clara, State of California.” Section 10.8 is modified by adding before the word “constitute” in line four of Section 10.8, “, and all financial and other information, explanations, statements, reports provided by one party to the other in connection therewith”. Section 10.8 shall be amended by deleting its penultimate sentence in its entirety and replacing it with the following sentences: “The indemnity provisions of this Agreement shall survive the termination of this Agreement for the period of the applicable statute of limitations. The audit provisions of this Agreement shall survive the termination of this Agreement for a period of twelve (12) months.” Section 10.10 is deleted in its entirety and replaced with the following new section: “Bankruptcy. The Parties acknowledge and agree that (i) any Transaction with a maturity date more than two days after the date the Transaction is entered into constitutes a "forward contract" within the meaning of the United States Bankruptcy Code“, as amended by the Bankruptcy Abuse Prevention and Consumer Protection Act of 2005 and from time to time (the “Bankruptcy Code”); (ii) each believes that it is or intends that it shall be deemed for all purposes to be a “forward contract merchant” within the meaning of the Bankruptcy Code; (iii) all payments made or to be made by one Party to the other Party pursuant to this Agreement are "settlement payments" within the meaning of the Bankruptcy Code; and (iv) all transfers of Performance Assurance by one Party to the other Party under this Agreement are "margin payments" within the meaning of the Bankruptcy Code. Each Party further agrees that, for purposes of this Agreement, the other Party is not a "utility" as such term is used in 11 U.S.C. Section 366, and each Party agrees to waive and not to assert the applicability of the provisions of 11 U.S.C. Section 366 in any bankruptcy proceeding wherein such Party is a debtor. In any such proceeding, each Party further agrees to waive the right to assert that the other Party is a provider of last resort." Confidentiality X Confidentiality Applicable, subject to Section 10.11 as amended. If not checked, inapplicable. Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 161  Packet Pg. 246 of 1140  10 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 162  Packet Pg. 247 of 1140  11 CITY OF PALO ALTO V.2016 9 2 3 3 Section 10.11 shall be replaced in its entirety with the following: “Party A acknowledges that Party B is subject to California Constitution Article 1, Section 3, and the California Public Records Act, Cal. Gov. Code § 6250 et seq. (“Public Records Act”) in regard to the documents comprising this Master Agreement and the Transactions, which items may constitute public records subject to inspection and copying by the public under the authority of the California Constitution and the Public Records Act. Party B shall, consistent with those laws, use reasonable efforts to provide Party A with notice of any third party request to inspect and copy any of the documents that comprise this Master Agreement and the Transactions, which Party A might deem confidential and exempt from disclosure, in order that Party A may timely seek to protect those documents from disclosure to the third party. Party A acknowledges and agrees that Party B shall not be liable to Party A if Party B makes disclosure in accordance with the California Constitution and/or the Public Records Act before Party A has timely obtained an order to prevent Party B from making the requested disclosure to the third party.” A new Section 10.12 shall be added to Article 10 as follows: "10.12. No Agency. In performing their respective obligations hereunder, neither Party is acting, or is authorized to act, as the agent of the other Party.” A new Section 10.13 shall be added to Article 10 as follows: 10.13 Dispute Resolution. In the event of any controversy or claim, whether based in contract, tort, or otherwise, arising out of or based upon, or relating to this Agreement or the scope, breach, termination or validity of each of them (a “Dispute”), the Parties will resolve such Dispute in the following manner: 10.13.1 Negotiation. The Parties will attempt in good faith to resolve the Dispute promptly by negotiations between duly authorized representatives of the Parties who have authority to settle the Dispute. When a Party believes there is a Dispute, that Party will give the other Party written notice describing the Dispute with reasonable particularity. Within thirty (30) days after receipt of such notice, the receiving Party will submit a written response to the other Party. 10.13.2 Mediation. If the Dispute is not resolved within forty-five (45) days of the date of the response given pursuant to Section 10.13.1, or such additional time, if any, that the Parties mutually agree to in writing, the Parties shall try in good faith to settle the Dispute by mediation. The form of mediation and the mediator(s) selected to resolve the Dispute shall be acceptable to both Parties. 10.13.3 Additional Rights. If the Dispute is not resolved through mediation within ninety (90) days after the first meeting of the Parties and mediator(s), or such additional time, if any, that the Parties mutually agree to in writing, either Party shall be free to pursue any and all legal actions and remedies as it may deem necessary. Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 163  Packet Pg. 248 of 1140  11 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 164  Packet Pg. 249 of 1140  12 CITY OF PALO ALTO V.2016 9 2 3 3 A new Section 10.14 shall be added to Article 10 as follows: 10.14: “The Parties acknowledge and agree that any purchase of power made under this Agreement and any Transaction shall be executed and delivered in compliance with applicable laws and regulations in effect at the time this Agreement is signed by the Parties and at the time of entering into any particular Transaction, including, but not limited to, Senate Bill 1368 (California Public Utilities Code section 8340 et seq.) and related regulations (Title 20, Sections 2900 – 2930 of the California Code of Regulations), as amended, to the extent such laws and regulations, including SB 1368 and related regulations, apply or are deemed to apply to this Agreement and any Transaction. To the extent SB 1368 and related regulations require Party B as a local publicly owned electric utility to submit a compliance filing in accordance with such laws, Party A, upon the request of Party B, shall in good faith provide promptly to Party B (to the extent Party B lacks such information) the information to the extent Party A has knowledge of or access to such information, and shall work cooperatively with and provide commercially reasonable assistance to Party B in Party B’s compliance with such laws. A failure by Party A to provide such information which is within its possession or knowledge shall constitute a default under this Agreement.” A new Section 10.15 shall be added to Article 10 as follows: 10.15: “The Parties intend that the standard of review for changes to any rate, charge, classification, term or condition of this Agreement at FERC shall be the most stringent standard permissible under applicable law. As to the Parties, it is understood and agreed that the standard shall solely be the “public interest” application of the “just and reasonable” standard of review, as stated by the United States Supreme Court in Morgan Stanley Capital Group Inc. v. Public Utility District No. 1 of Snohomish County, Nos. 06-1457, 128 S.Ct. 2733 (2008), and consistent with the order of the Supreme Court in NRG Power Marketing, LLC, et al., v. Maine Public Utilities Commission et al., No. 08-674, 130 S.Ct. 693 (2010) (“NRG Order”). As to all other persons, the Parties intend and agree that the same standard, to the maximum degree as may be made applicable to other than the Parties, apply, to the maximum degree permitted under the NRG Order.” A new Section 10.16 shall be added to Article 10 as follows: 10.16 ““AB 32 fees” means the regulatory assessments, charges, fees imposts and/or taxes imposed upon and required to be paid by suppliers of energy in accordance with the Global Warming Solutions Act of 2006, Chapter 488, Statutes 2006, including, without limitation, the Compliance Offset Protocols, which shall be included (or be deemed included to the extent they are not expressly included) in the Contract Price, defined in Section 1.10 of the General Terms and Conditions, and that are in effect as of the Effective Date of this Agreement and/or the date the Parties enter into each Transaction hereunder.” A new Section 10.17 shall be added to Article 10 as follows: 10.17 “The Parties understand and agree that the Transactions under this Agreement are physical transactions for deferred delivery, and that the Parties contemplate making or taking physical delivery of electric energy. Party B is a commercial entity engaged in the business of delivering electric energy to its retail load and routinely makes or takes delivery of electric energy in order to provide service to its retail electric customers.” Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 165  Packet Pg. 250 of 1140  12 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 166  Packet Pg. 251 of 1140  13 CITY OF PALO ALTO V.2016 9 2 3 3 A new Section 10.18 shall be added to Article 10 as follows: 10.18 “Nondiscrimination. As set forth in Palo Alto Municipal Code section 2.30.510, Party A agrees that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. Party A acknowledges that it has read and understands the provisions of Chapter 2.30 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Chapter 2.30 pertaining to nondiscrimination in employment, including completing the form furnished by Party B and set forth in Exhibit D.” A new Section 10.19 shall be added to Article 10 as follows: 10.19 “Imaged Agreement. Any original executed Agreement, Confirmation or other related document may be photocopied and stored on computer tapes and disks (the “Imaged Agreement”). The Imaged Agreement, if introduced as evidence on paper, the Confirmation, if introduced as evidence in automated facsimile form, the Recording, if introduced as evidence in its original form and as transcribed onto paper, and all computer records of the foregoing, if introduced as evidence in printed format, in any judicial, arbitration, mediation or administrative proceedings, will be admissible as between the Parties to the same extent and under the same conditions as other business records originated and maintained in documentary form. Neither Party shall object to the admissibility of the Recording, the Confirmation or the Imaged Agreement (or photocopies of the transcription of the Recording, the Confirmation or the Imaged Agreement) on the basis that such were not originated or maintained in documentary form under either the hearsay rule, the best evidence rule or other rule of evidence.” Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 167  Packet Pg. 252 of 1140  13 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 168  Packet Pg. 253 of 1140  14 CITY OF PALO ALTO V.2016 9 2 3 3 A new Section 10.19 shall be added to Article 10 as follows: Index Transactions. If the Contract Price for a Transaction is determined by reference to a Price Source, then: a)Market Disruption Event. If a Market Disruption Event occurs on any one or more days during a Determination Period (each day, a “Disrupted Day”), then: i)The fallback Floating Price, if any, specified by the Parties in the relevant Confirmation shall be the Floating Price for each Disrupted Day. ii)If the Parties have not specified a fallback Floating Price, then the Parties will endeavor, in good faith and using commercially reasonable efforts, to agree on a substitute Floating Price, taking into consideration, without limitation, guidance, protocols or other recommendations or conventions issued or employed by trade organizations or industry groups in response to the Market Disruption Event and other prices published by the Price Source or alternative price sources with respect to the Delivery Point or comparable Delivery Points that may permit the Parties to derive the Floating Price based on historical differentials. iii)If the Price Source retrospectively issues a Floating Price in respect of a Disrupted Day (a “Delayed Floating Price”) before the parties agree on a substitute Floating Price for such day, then the Delayed Floating Price shall be the Floating Price for such Disrupted Day. If a Delayed Price is issued by the Price Source in respect of a Disrupted Day after the Parties agree on a substitute Floating Price for such day, the substitute Floating Price agreed upon by the Parties will remain the Floating Price without adjustment unless the Parties expressly agree otherwise. iv)If the Parties cannot agree on a substitute Floating Price and the Price Source does not retrospectively publish or announce a Floating Price, in each case, on or before the fifth Business Day following the first Trading Day on which the Market Disruption Event first occurred or existed, then the Floating Price for each Disrupted Day shall be determined by taking the arithmetic mean of quotations requested from four leading dealers in the relevant market that are unaffiliated with either Party and mutually agreed upon by the Parties (“Specified Dealers”), without regard to the quotations with the highest and lowest values, subject to the following qualifications: 1.If exactly three quotations are obtained, the Floating Price for each such Disrupted Day will be the quotation that remains after disregarding the quotations having the highest and lowest values. 2.If fewer than three quotations are obtained, the Floating Price for each such Disrupted Day will be the average of the quotations obtained. 3.If the Parties cannot agree upon four Specified Dealers, then each of the Parties will, acting in good faith and in a commercially reasonable manner, select up to two Specified Dealers separately, and those selected dealers shall be the Specified Dealers. Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 169  Packet Pg. 254 of 1140  14 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 170  Packet Pg. 255 of 1140  15 CITY OF PALO ALTO V.2016 9 2 3 3 v)Unless otherwise agreed, if at any time the Parties agree on a substitute Floating Price for any Disrupted Day, then such substitute Floating Price shall be the Floating Price for such Disrupted Day, notwithstanding the subsequent publication or announcement of a Delayed Floating Price by the relevant Price Source or any quotations obtained from Specified Dealers. "Determination Period" means each calendar month a part or all of which is within the Delivery Period of a Transaction. "Exchange" means, in respect of a Transaction, the exchange or principal trading market specified as applicable to the relevant Transaction. "Floating Price" means a Contract Price specified in a Transaction that is based upon a Price Source. "Market Disruption Event" means, with respect to any Price Source, any of the following events: (a)the failure of the Price Source to announce, publish or make available the specified Floating Price or information necessary for determining the Floating Price for a particular day; (b)the failure of trading to commence on a particular day or the permanent discontinuation or material suspension of trading in the relevant options contract or commodity on the Exchange, RTO or in the market specified for determining a Floating Price; (c)the temporary or permanent discontinuance or unavailability of the Price Source; (d)the temporary or permanent closing of any Exchange or RTO specified for determining a Floating Price; or (e)a material change in the formula for or the method of determining the Floating Price by the Price Source or a material change in the composition of the Product. "Price Source" means, in respect of a Transaction, a publication or such other origin of reference, including an Exchange or RTO, containing or reporting or making generally available to market participants (including by electronic means) a price, or prices or information from which a price is determined, as specified in the relevant Transaction. “RTO” means any regional transmission operator or independent system operator. Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 171  Packet Pg. 256 of 1140  15 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 172  Packet Pg. 257 of 1140  16 CITY OF PALO ALTO V.2016 9 2 3 3 y "Trading Day" means a day in respect of which the relevant Price Source ordinarily woulwould announce, publish or make available the Floating Price. (b)Corrections to Published Prices. If the Floating Price published, announced or made available on a given day and used or to be used to determine a relevant price is subsequently corrected by the relevant Price Source (i) within 30 days of the original publication, announcement or availability, or (ii) in the case of RTO Transactions only, within such longer time period as is consistent with the RTO’s procedures and guidelines, then either Party may notify the other Party of that correction and the amount (if any) that is payable as a result of that correction. If, not later than thirty (30) days after publication or announcement of that correction, a Party gives notice that an amount is so payable, the Part that originally either received or retained such amount will, not later than three (3) Business Days after such notice is effective, pay, subject to any applicable conditions precedent, to the other Party that amount, together with interest at the Interest Rate for the period from and including the day on which payment originally was (or was not) made to but excluding the day of payment of the refund or payment resulting from that correction. Notwithstanding the foregoing, corrections shall not be made to any Floating Prices agreed upon by the Parties or determined based on quotations from Specified Dealers pursuant to paragraph (a) above unless the Parties expressly agree otherwise. (c)Rounding. When calculating a Floating Price, all numbers shall be rounded to four (4) decimal places. If the fifth (5th) decimal number is five (5) or greater, then the fourth (4th) decimal number shall be increased by one (1), and if the fifth (5th) decimal number is lesless than five (5), then the fourth (4th) decimal number shall remain unchanged. Schedule M Party A is a Governmental Entity or Public Power System X Party B is a Governmental Entity, Schedule M Applicable Part A Part A of Schedule M is amended by including the following definition for the term “Act”: “Act” means the Constitution of the State of California, the California statute(s), charter and municipal ordinances under which Party B was created, organized and authorized to enter into this Master Agreement and each Transaction thereunder. Part A is further amended by adding the following sentence at the end of the definition of the term “Special Fund”: “Party A has conducted such investigation as it deems necessary of the City of Palo Alto Enterprise Fund and the Act under which such Fund was established to determine, for its purposes under this Agreement, that such Fund meets this definition of Special Fund.” Part C Part C of Schedule M is amended by adding the phrase in line 7 “and to the extent applicable,” immediately following the word “limitation” in clause (i). Part D Section 3.4 is modified by inserting a period after “Master Agreement” in line 7 and deleting the rest of the sentence. Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 173  Packet Pg. 258 of 1140  16 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 174  Packet Pg. 259 of 1140  17 CITY OF PALO ALTO V.2016 9 2 3 3 Part E X Section 3.6 under Part E of Schedule M applies; however, the portion of that provision following the semicolon on the eighth line thereof is replaced in its entirety with the following: “any breach of clause (ii) of this provision shall be deemed to have arisen during a fiscal period of Governmental Entity or Public Power System for which such budgetary approval or certification of its obligations under this Master Agreement is required to be in effect and an Event of Default shall be deemed to have occurred for purposes of Section 5.1 under which Governmental Entity or Public Power System shall be treated as the Defaulting Party.” Part F Add Section 8.4. If not checked, inapplicable. Part G Part G does not apply. Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 175  Packet Pg. 260 of 1140  17 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 176  Packet Pg. 261 of 1140  18 CITY OF PALO ALTO V.2016 9 2 3 3 Schedule P The following defined terms are added to Schedule P: “CAISO” means the California Independent System Operator Corporation, or its successor. “CAISO Tariff” means the Federal Energy Regulatory Commission approved tariff of CAISO, including all CAISO protocols, as the same may be amended from time to time. “CAISO Energy” means a Transaction in which the Seller shall sell and the Buyer shall purchase a quantity of Energy equal to the hourly quantity without Ancillary Services (as defined in the CAISO Tariff) that is or will be scheduled as a schedule coordinator to schedule coordinator transaction pursuant to the CAISO Tariff as amended from time to time for which the only excuse for failure to deliver or receive is an “Uncontrollable Force” (as defined in the CAISO Tariff) called by the CAISO in accordance with the CAISO Tariff. “HLH (Heavy Load Hour)” is defined as energy delivered from hours ending (HE) 0700- 2200 Monday-Saturday, excluding NERC holidays, PPT. “IST” means Inter-Scheduling Coordinator Trade shall mean a trade between Scheduling Coordinators of Energy or Ancillary Services in accordance with the CAISO Tariff. “LLH (Light Load Hour)” is defined as energy delivered from hours ending (HE) 0100- 0600 and 2300-2400 Monday-Saturday, all day Sunday and NERC holidays, PPT. “NP15 Zone Delivery Point” means the NP15 Zone; provided, however, if CAISO implements trading hubs under a locational marginal pricing design during the Delivery Period, the Delivery Point shall be the Existing Zone Generation NP15 Trading Hub (“NP15 EZ Gen Hub”), as such trading hub is contemplated by the CAISO in its filing made to the FERC dated March 15, 2005 (“Comprehensive Design Proposal for Inter- Scheduling Coordinator Trades Under the California Independent System Operator Corporation’s Market Redesign and Technology Upgrade, Docket No. ER02-1656-025”); provided further, if the NP15 EZ Gen Hub (under any name) is not established as part of a market redesign that is implemented during the Delivery Period, the parties agree to promptly work together in good faith to designate an alternate Delivery Point to reasonably approximate the characteristics of the NP-15 Zone. "West Firm", or “WSPP Schedule C” or “Schedule C” or “WSPPC-Firm” or any similar description means with respect to a Transaction, a Product that is or will be scheduled as firm energy consistent with the most recent rules adopted by the WECC for which the only excuses for failure to deliver or receive are if an interruption is (i) due to an Uncontrollable Force as provided in Section 10 of the WSPP Agreement; or (ii) where applicable, to meet Seller's public utility or statutory obligations to its customers. Notwithstanding any other provision in this Agreement, if Seller exercises its right to interrupt to meet its public utility or statutory obligations, Seller shall be responsible for payment of damages for failure to deliver firm energy as provided in Article 4 of this Agreement. "WECC" means the Western Electricity Coordinating Council. "WSPP Agreement" means the Western Systems Power Pool Agreement as amended from time to time. Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 177  Packet Pg. 262 of 1140  18 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 178  Packet Pg. 263 of 1140  19 CITY OF PALO ALTO V.2016 9 2 3 3 EXHIBIT A MASTER POWER PURCHASE AND SALE AGREEMENT CONFIRMATION LETTER EXHIBIT B RESOURCE ADEQUACY (“RA”) CAPACITY The Parties acknowledge and agree that after the execution of this Master Agreement, they may enter into one or more contracts or confirmations concerning Resource Adequacy, which products, terms, conditions and definitions shall be documented in an Resource Adequacy Confirmation (“RA Confirm”), the terms and conditions of which the Parties agree to negotiate in good faith at the time such Transactions are contemplated. EXHIBIT C RENEWABLE ENERGY CREDIT (“REC”) The Parties acknowledge and agree that after the execution of this Master Agreement, they may enter into one or more contracts or confirmations concerning RECs, which terms and conditions shall be documented in a REC Confirmation and which the Parties agree to negotiate in good faith at the time such Transactions are contemplated. EXHIBIT D CERTIFICATION OF NONDISCRIMINATION Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 179  Packet Pg. 264 of 1140  19 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 180  Packet Pg. 265 of 1140  20 CITY OF PALO ALTO V.2016 9 2 3 3 IN WITNESS WHEREOF, the Parties have caused this Master Agreement to be duly executed as of the date first above written. Party B: City of Palo Alto Party A: Approval as to Form: By: ……………………………..By: …………………………….. Name: Name: …………………………….. Title: Sr. Asst. City Attorney Title: …………………………….. Date: _________ , 20 Date: ____, 20 Party B: City of Palo Alto Approval by City Manager’s Office: By: Name: __ Title: City Manager Date: _____, 20 Party B: City of Palo Alto Approval by Administrative Services Department: By: Name: Title: Administrative Services Director Date: ___, 20 Party B: City of Palo Alto Approval by Utilities Department: By: Name: ___ Title: _ Date: ______, 20 DISCLAIMER: This Master Power Purchase and Sale Agreement was prepared by a committee of representatives of Edison Electric Institute (“EEI”) and National Energy Marketers Association (“NEM”) member companies to facilitate orderly trading in and development of wholesale power markets. Neither EEI nor NEM nor any member company nor any of their agents, representatives or attorneys shall be responsible for its use, or any damages resulting therefrom. By providing this Agreement EEI and NEM do not offer legal advice and all users are urged to consult their own legal counsel to ensure that their commercial objectives will be achieved and their legal interests are adequately protected. Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 181  Packet Pg. 266 of 1140  20 CITY OF PALO ALTO V.2016 9 2 3 3 Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 182  Packet Pg. 267 of 1140  21 CITY OF PALO ALTO V.2016 9 2 3 3 Exhibit D Certification of Nondiscrimination As suppliers of goods or services to the City of Palo Alto, the firm and individuals listed below certify that they do not and will not during the course of this contract discriminate in the employment of any person because of the race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person and that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment. THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. Authorized Signature: Date: Item 5 Attachment A - Exhibit D - CPAU Standard Form EEI Master Agreement - revised - DWGP(rkg) 042825        Item 5: Staff Report Pg. 183  Packet Pg. 268 of 1140  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: IT Department Meeting Date: March 16, 2026 Report #:2509-5229 TITLE Approval of Professional Services Contract Number C26193604 with GOVERNMENTJOBS.COM INC dba NEOGOV in an Amount Not to Exceed $686,277 for Full-cycle Recruitment and Applicant Tracking, Employee Development and Management Human Resource Platform for a Term of Five Years; CEQA Status - Not a Project. RECOMMENDATION Staff recommends that Council approve and authorize the City Manager or designee to execute Contract No. C26193604 (Attachment A), with GOVERNMENTJOBS.COM INC dba NEOGOV to procure a full-cycle recruitment and applicant tracking, employee development and management platform for a term of five years and a total amount not-to-exceed $686,277, including $623,891 for basic services and $62,386 for additional services. BACKGROUND City of Palo Alto has contracted with Neogov since 2011. The platform has supported recruitment, onboarding, and performance management workflows1. The total spend for these services since 2011 totals $641,000. With the current contract approaching expiration, staff initiated a competitive process to evaluate long-term solutions. ANALYSIS Staff conducted a formal Request for Proposal (RFP) process to identify a modern, cloud-based applicant tracking and onboarding system that aligns with the City’s strategic objectives - Item 6 Item 6 Staff Report        Item 6: Staff Report Pg. 1  Packet Pg. 269 of 1140  specifically, improving recruitment efficiency, enhancing the candidate’s experience, and ensuring integration with existing technologies. Comprehensive and Integrated Platform: NeoGov offers a suite of integrated modules - including Insight, Online Hiring Center (OHC), Onboard, Perform, Data & Analytics, and Attract - that support the full recruitment lifecycle (applicant tracking, onboarding, performance management, and proactive talent sourcing). Business Process Review and Optimization: During implementation, NeoGov will assess current recruitment workflows and recommend updates to align processes with system capabilities to improve efficiency. System Integration Capabilities: NeoGov supports direct integration with existing systems (e.g. background check providers) and can potentially integrate with the City’s Enterprise Resource Planning (ERP) system. This reduces duplicate data entry while improving data accuracy, compliance, and reporting. Enhanced Candidate Outreach: The Attract module supports talent pipelines and targeted outreach campaigns, including department-specific branded landing pages, to expand applicant reach and strengthen the City’s brand as an employer of choice. Public Sector Expertise and Implementation Readiness: NeoGov is well-established in the public sector and recognized for its reliability. Because City staff already use the platform, adoption is likely to be faster with reduced training needs and a less resource intensive implementation Item 6 Item 6 Staff Report        Item 6: Staff Report Pg. 2  Packet Pg. 270 of 1140  Table 1: Summary of Request for Proposal Proposal Description Recruitment and Hiring Solution RFP # 193604 Date Solicitation was Issued February 7, 2025 Date Solicitation was Closed March 11, 2025 Proposed Length of Project 5 years Number of Vendors Notified 3,431 Number of Proposal Packages Downloaded 80 Total Days to Respond to Proposal 32 Pre-Proposal Meeting N/A Pre-Proposal Meeting Date N/A Number of Proposals Received 9 Proposal Price Range $259,000 to $2,495,000 Public Link to Solicitation https://procurement.opengov.com/portal/pa lo-alto-ca/projects/145487 FISCAL/RESOURCE IMPACT This contract, if approved, will begin on the first day of Fiscal Year 2027. The first-year annual cost for this contract has been included in the budget preparations for Fiscal Year 2027 as a base increase of $38,000 within the Technology Fund. Funding for subsequent years of the contract will be subject to approval through the annual budget development process. The Information Technology Department is an internal service fund. Approximately 49% of the Department is General Fund funded with the remaining 51% funded by enterprise and special revenue funds. Table 2: Summary of Contract Costs – C26193604 Year 1 $123,782 Year 2 $112,468 Year 3 $122,962 Year 4 $129,110 Year 5 $135,566 Item 6 Item 6 Staff Report        Item 6: Staff Report Pg. 3  Packet Pg. 271 of 1140  STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 6 Item 6 Staff Report        Item 6: Staff Report Pg. 4  Packet Pg. 272 of 1140  Professional Services Rev. Oct 16,2024 Page 1 of 49 CITY OF PALO ALTO CONTRACT NO. C26193604 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND GOVERNMENTJOBS.COM INC dba NEOGOV This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of July, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and GOVERNMENTJOBS.COM, INC. dba NEOGOV, a California Corporation, located at 2120 ParkPlace, Suite 100, El Segundo, CA 90245 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to procure an HR platform for full-cycle recruitment and applicant tracking, employee development and management (the “Project”) and desires to engage a consultant to implement and provide employee lifecycle related subscriptions/software in connection with the Project (the “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. SECTION 2. TERM. The term of this Agreement shall be from July 1, 2026 Date through June 30, 2031 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 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 5  Packet Pg. 273 of 1140  Professional Services Rev. Oct 16,2024 Page 2 of 49 OF PERFORMANCE”. CONSULTANT shall perform all Services in accordance with the project schedule and milestones set forth in the Statement of Work. Any schedule change shall be handled solely through a written change order or other written instrument signed by both parties. 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 Six Hundred Twenty-Three Thousand, Eight Hundred Nighty One Dollars and Twelve Cents $623,891.12). 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 require an amendment to this Agreement. . Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Sixty-Two Thousand Three Hundred Eighty-Six Dollars ($62,386) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Six Hundred Eighty-Six Thousand Two Hundred Seventy-Seven Dollars and Twelve Cents ($686,277.12) as detailed in Exhibit C. “Additional Services” means any work that is mutually determined by the parties to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized 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 maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be mutually agreed upon by the parties in the Task Order. 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 to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 6  Packet Pg. 274 of 1140  Professional Services Rev. Oct 16,2024 Page 3 of 49 CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. SECTION 5. INVOICES See Section 5 of NEOGOV Services Agreement in Exhibit G. 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 applicable to the 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 shall be responsible for correcting material errors or omissions in the Services at no additional cost to CITY, provided that CITY promptly notifies CONSULTANT of such errors or omissions in writing and such errors or omissions are solely attributable to CONSULTANT's negligence or willful misconduct in performing the implementation. This Section 8 applies only to the initial implementation Services and does not apply to the ongoing SaaS subscription services, which are governed by the commitments and remedies set forth in the NEOGOV Services Agreement incorporated herein. CITY's exclusive remedy and CONSULTANT’s entire liability for error or omission in implementation services is for CONSULTANT to correct the such error or omission as soon as is reasonably practicable. SECTION 9. Intentionally omitted. 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 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 7  Packet Pg. 275 of 1140  Professional Services Rev. Oct 16,2024 Page 4 of 49 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 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. For purposes of clarity, any merger, consolidation, or reorganization involving CONSULTANT (regardless of whether CONSULTANT is a surviving or disappearing entity) will not be considered an assignment or transfer of rights, obligations, or performance under this Agreement, and CONSULTANT will not be obligated to obtain consent from CITY. 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. For purposes of this Agreement, including any subsequent documentation requested by CITY pursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine software development and maintenance services which are not specific to the CITY, (ii) subcontractors who will not have any access to CITY Data, and (iii) subcontractors who have access to CITY Data solely within CONSULTANT's or CITY's systems. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Matthew Zenisek, Project Manager and Implementation Consultant, mzenisek@neogov.net 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 communicated to the CITY’s Project Manager. CITY’s Project Manager is Anahi Tecuanhuehue Aguilar, Human Resource Department, Recruitment Division, 250 Hamilton Avenue Palo Alto, CA, zipcode: 94301, Telephone: 650-329- 2454. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 8  Packet Pg. 276 of 1140  Professional Services Rev. Oct 16,2024 Page 5 of 49 performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS CONSULTANT retains all rights to its pre- existing intellectual property, including its software platform, proprietary technology, and standard documentation, and any updates or upgrades thereto or derivatives thereof. Nothing in this Agreement shall transfer ownership of CONSULTANT's pre-existing intellectual property or platform technology, or derivatives thereof, to CITY. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, upon reasonable advance written notice and during normal business hours, during the term of this Agreement and for two (2) years from the date of final payment, CONSULTANT’s records directly relating to fees and expenses charged under 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. All such information examined or obtained in connection with an audit shall constitute CONSULTANT’s Confidential Information and may only be used for the purpose described above. Notwithstanding the foregoing, CITY shall not be entitled to, unless permitted by law or court order, examine any legally privileged or highly sensitive information of CONSULTANT, such as budgeting models and methodologies, information about compensation to employees and contractors, trade secrets, and information belonging to third parties which CONSULTANT is required to keep confidential. CITY will make every effort to minimize any disruptions to CONSULTANT’s business operations during the audit. SECTION 16. INDEMNITY. See Section 14 of NEOGOV Services Agreement in Exhibit G. 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 shall obtain a policy endorsement naming CITY as an additional insured under any general liability policy but only to the extent of liabilities falling within CONSULTANT's indemnity obligations pursuant to this Agreement. 18.2. All insurance coverage required hereunder shall be provided through Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 9  Packet Pg. 277 of 1140  Professional Services Rev. Oct 16,2024 Page 6 of 49 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. CONSULTANT will request all subcontractors performing work in connection with this agreement to maintain insurance coverage and limits usual and customary for the product of service each subcontractor will provide. CONSULTANT shall responsible and liable for the performance of its subcontractors. 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 for compliance with applicable requirements in this Agreement and will contain an endorsement stating that the insurance is primary coverage. If the policy is cancelled before its expiration date for any reason other than the non-payment of premium, CONSULTANT shall provide CITY Purchasing Manager at least a thirty (30) day written notice before the effective date of cancellation. If the policy is cancelled before its expiration date for the non-payment of premium, CONSULTANT shall provide CITY Purchasing Manager at least a ten (10) day written notice before the effective date of cancellation. 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. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. See Section 6 of NEOGOV Services Agreement in Exhibit G. 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. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, direct or indirect, financial or otherwise, which would conflict in any manner or Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 10  Packet Pg. 278 of 1140  Professional Services Rev. Oct 16,2024 Page 7 of 49 degree with the performance of the Services. If CONSULTANT acquires an interest that conflicts with the performance of the Services and CONSULTANT cannot or is unable to perform, such a conflict will be construed as a material breach of the Agreement and the City may terminate for cause in accordance with Section 6.b of NEOGOV Services Agreement in Exhibit G. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it does not currently employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has 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. Subject to the NEOGOV Accessibility Statement attached hereto as Exhibit H, 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. Intentionally omitted 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 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 11  Packet Pg. 279 of 1140  Professional Services Rev. Oct 16,2024 Page 8 of 49 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. This Section 24 applies only to CONSULTANT employees who are physically present within the geographic boundaries of the City of Palo Alto to perform on-site services. This Section does not apply to employees providing remote SaaS services, cloud-based technical support, system monitoring, or other services performed outside the City's geographic boundaries. 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 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 except as permitted under this Agreement, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose, provided that CONSULTANT may use aggregated, Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 12  Packet Pg. 280 of 1140  Professional Services Rev. Oct 16,2024 Page 9 of 49 anonymized data for improving its services, internal analytics, benchmarking, and product development purposes. 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 promptly 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, within a 72 hours of confirming through appropriate investigation any material breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control that affects CITY's data, 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. 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, except for: (i) information required to be retained by law or regulation; and (ii) backup copies made in accordance with CONSULTANT's standard backup procedures that cannot reasonably be deleted. 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. Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 13  Packet Pg. 281 of 1140  Professional Services Rev. Oct 16,2024 Page 10 of 49 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 reasonable attorneys' fees, including fees for both in-house and outside counsel., provided that in-house counsel fees shall be calculated based on market rates for comparable services.an 29.4. This Agreement, expressly including the NEOGOV Services Agreement incorporated herein as Exhibit G and 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 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 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 14  Packet Pg. 282 of 1140  Professional Services Rev. Oct 16,2024 Page 11 of 49 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 EXHIBIT E: INFORMATION PRIVACY POLICY EXHIBIT F: CYBERSECURITY TERMS AND CONDITIONS EXHIBIT G: NEOGOV SERVICES AGREEMENT (including Exhibit G-1 Government Customer Addendum and Exhibit G-2 Integration Terms Addendum) EXHIBIT H: ACCESSIBILITY STATEMENT THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 15  Packet Pg. 283 of 1140  Professional Services Rev. Oct 16,2024 Page 12 of 49 CONTRACT No. C26193604 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 GOVERNMENTJOBS.COM INC dba NEOGOV Officer 1 By: ________________________________ Name: ______________________________ Title: _______________________________ Officer 2 By: ________________________________ Name: ______________________________ Title: _______________________________ 1:19 pm, Feb 03 2026 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Aaron Coleman COO CFO Alex Chun Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 16  Packet Pg. 284 of 1140  Professional Services Rev. Oct 16,2024 Page 13 of 49 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. 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. Nothing in this paragraph shall require or be interpreted to require CONSULTANT to divulge its underlying source code and architecture of its software, proprietary data models and functional design specifications of the platforms described in this Scope of Services. The CITY’s subscription to the following includes the following functionality: Insight Subscription (IN) • Recruitment Management • Population and Routing/Approval of Requisition (customizable and ability to upload documents) • Customizable Recruitment Workflow • Store Classification for all positions including benefits and other information • Population of Job Announcements and customization • Customizable Job Application and upload of additional documents/ including mobile friendly access • Job Application storage on system and ability to save/print • Storage of supplemental questions and supplemental documents • Screening of applications through supplemental questions (including auto screen enabling as optional) • Allow for scoring plan and set scores and ranking • Refer candidates to eligibility lists • Enable email and text messaging features with ability to customize and create a library of notices. • Enable candidate to move to onboard and background check (seamlessly without manual entries) • Provide the Single Sign On (SSO) option to allow CITY users to securely authenticate • and login to NEOGOV applications without having to re-enter their credentials. • EEO data collection OHC Subscription • and assign various scoring matrix (point, stars, percentage etc.) • Ability to submit offer requests and allow for multiple approvers and upload of additional documents • Issue of Electronic offer letter and signature and notices that auto populate from requisition and candidate application and ability to customize as needed. • Ability to establish deadlines within the system for offer letters. • Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 17  Packet Pg. 285 of 1140  Professional Services Rev. Oct 16,2024 Page 14 of 49 • • Enable candidate to move to onboard and background check (seamlessly without manual entries) Onboard Subscription (ON) • • Capability to create electronic forms and upload forms for onboarding and allow for customizable forms based on candidates classification. • Onboarding dashboard where candidates, managers and Human Resources can see the progress of candidates at the various onboarding stages. • Dashboard should have the capability to upload photos, videos, links and create a customizable platform that not only has access to onboarding forms but other important new hire information, such as benefits, and other. • Integration with E-Verify and allow candidates to upload forms in order to help facilitate verification of I-9 for compliance. • Ability to customize and create automated notifications to users and candidates notifying them that onboarding has been completed and allow user to customize notifications to provide the necessary tools for hiring managers to request IT equipment and system access for the new employee • Vendor should be updating mandatory federal/state forms ongoing or as needed basis in compliance with federal/state laws. Attract Subscription • • Implementation consultant will provide step by step guidance through each phase of the implementation process • Create custom landing pages to highlight departments, events, or initiatives • Create forms and calls to action on our website to easily capture candidate contact information (QR code) • Source a wider range of active and passive candidates by leveraging candidates on eligible lists or applied to similar jobs, candidates that applied to similar jobs at other organizations • Tag candidates and organize them into talent pools for quick searchability • Perform Subscription • our organization. • Create employee or role-specific criteria for measuring performance, identify areas for growth, and schedule regular check-ins to see how employees are progressing. • Avoid recency bias by regularly adding confidential journal entries to help you compose annual performance reviews. • Pinpoint shortcomings and growth opportunities for professional development • Department heads have a bird’s eye view of everyone’s performance appraisal within their department, which allows them to review goals, check progress etc. • Ability to see employee ratings based on specific skill and competency within the entire organization • Run customized reports to review performance data within the organizations. • Review and compare the performance of employees within several departments. • Configurable Performance Evaluations • Ability to build Library of Goals, Competencies, and Writing Assistants • Shareable Competency Content • Development Plans • Configurable Process Workflows • Scored and Non-scored Rating Scales Log of Performance Observations throughout • the year • Configurable Email Notifications • Automatic Evaluation Creation • Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 18  Packet Pg. 286 of 1140  Professional Services Rev. Oct 16,2024 Page 15 of 49 • Governmentjobs Subscription • website. • Allows for creation of multiple pages to showcase departments • May add an unlimited number of postings • Allows candidates to subscribe to job notifications Background Check Integration background checks to capture the need for the role (education, etc.). Control who has access to view or initiate background checks via security role customization in OHC and track the status of the background check from the referred list. New Hire Export (IN + ON) Data) Subscription • employee information on NEOGOV. • Provide instructions and information on how to update NEOGOV based on ERP system information and Position and Employee Import Subscription Provide Position Control (Position Import) to provide CITY with an ongoing load of position data from a file to the NEOGOV application. This data will be used to populate the Requisition and Hire forms with Position information Analytics and Reporting • • Access to customize and create unique adhoc reports • Access to customize reporting dashboard and create new dashboards • Users can create reports to capture applicant tracking data and export in various formats including excel, Customer Support and Product Upgrades • • Product upgrades to licensed software Professional Services and Online Training • • Professional Services includes Business Process Reviews (BPRs) for Insight/OHC and Onboard, including assessments of the products followed by consulting, setup changes, and up to 16 hours of online training with an in-house product expert. BPRs and training hours are to be utilized within 6 months of contract Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 19  Packet Pg. 287 of 1140  Professional Services Rev. Oct 16,2024 Page 16 of 49 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: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 20  Packet Pg. 288 of 1140  Professional Services Rev. Oct 16,2024 Page 17 of 49 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement, subject to dependencies on CITY's timely cooperation and third-party integrations. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY. Milestones Number of Days/Weeks (as specified below) 1. Professional Services/Online Training(ON, OHC and IN) 90-Days 2. Attract Subscription and Set Up 90 Days 3. Background Check Integration 90 Days 4. Position Import 180 Days 5. Employee Import 180 Days 6. New Hire Export 180 Days 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: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 21  Packet Pg. 289 of 1140  Professional Services Rev. Oct 16,2024 Page 18 of 49 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth 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 require prior written amendment to this Agreement executed by both parties and shall be billed at CONSULTANT's rates in Exhibit C-1. BUDGET SCHEDULE TASK Start Date End Date NOT TO EXCEED AMOUNT (Implementation for Attract th 0 Total for Services and Reimbursable Expenses $623,891.12 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 22  Packet Pg. 290 of 1140  Professional Services Rev. Oct 16,2024 Page 19 of 49 Maximum Total Compensation $686,277.12 * The CITY is a current customer of NEOGOV for Insight, Onboard, Perform, Single Sign On, and Candidate Text Messaging, Governmentjobs.com Subscription, Customer Background Check Integration, Position Import, Employee Import, products. Implementation costs for the subscriptions listed in the preceding sentence have already been paid, and the CITY would not be charged for another implementation. The Attract candidate sourcing and relationship management module has been added as a new implementation and the cost is reflected above in Task 1. The implementation costs for the Attract module will be invoiced 7/1/2026. The New Hire Export (IN+ON Data) Module has been added as a new implementation and the cost is reflected above in Task 3. The implementation costs for New Hire Export (IN+ON Data) Module will be invoiced 7/1/2026. Subscription service- Years 1-5 (Tasks 5-9) include the following products: • Onboard Subscription • Candidate Text Messaging Subscription • Governmentjobs.com Subscription • Customer Background Check Integration • Insight Subscription • Position Import Subscription • Employee Import Subscription • Perform Subscription • Single Sign On Subscription • Attract Subscription • New Hire Export (IN+ON Data) Subscription (called out as Task 4 in the first year as this is a new product for 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: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 23  Packet Pg. 291 of 1140  Professional Services Rev. Oct 16,2024 Page 20 of 49 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: Service Rate/Cost Notes thereafter $325/Hour for each additional thereafter $325/Hour for each additional each subsequent day @ 6 hours per day. Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 24  Packet Pg. 292 of 1140  Professional Services Rev. Oct 16,2024 Page 21 of 49 EXHIBIT D INSURANCE REQUIREMENTS CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $2,000,000 $2,000,000 $2,000,000 NO IF NO- ON SITE SERVICE DELIVERY AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 25  Packet Pg. 293 of 1140  Professional Services Rev. Oct 16,2024 Page 22 of 49 YES OMISSIONS LIABILITY COVERAGE. THE POLICY SHALL AT A MINIMUM COVER PROFESSIONAL MISCONDUCT OR LACK OF REQUISITE SKILL FOR THE PERFORMANCE OF SERVICES DEFINED IN THE CONTRACT. IT SHALL ALSO PROVIDE COVERAGE FOR THE FOLLOWING RISKS: (i)NETWORK SECURITY LIABILITY ARISING FROM UNAUTHORIZED ACCESS TO, USE OF, OR TAMPERING WITH COMPUTERS OR COMPUTER SYSTEMS, INCLUDING HACKERS, EXTORTION, AND (ii)LIABILITY ARISING FROM INTRODUCTION OF ANY FORM OF MALICIOUS SOFTWARE INCLUDING COMPUTER VIRUSES INTO, OR OTHERWISE CAUSING DAMAGE TO THE CITY’S OR THIRD PERSON’S COMPUTER, COMPUTER SYSTEM, NETWORK, OR SIMILAR COMPUTER RELATED PROPERTY AND THE DATA, SOFTWARE AND PROGRAMS THEREON. CONTRACTOR SHALL MAINTAIN IN FORCE DURING THE FULL LIFE OF THE CONTRACT. THE POLICY SHALL PROVIDE COVERAGE FOR BREACH RESPONSE COSTS AS WELL AS REGULATORY FINES AND PENALTIES AS WELL AS CREDIT MONITORING EXPENSES WITH LIMITS SUFFICIENT TO ALL DAMAGES $2,000,000 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 26  Packet Pg. 294 of 1140  Professional Services Rev. Oct 16,2024 Page 23 of 49 YES SUCH INSURANCE SHALL INCLUDE COVERAGE FOR LIABILITY ARISING FROM COVERAGE IN AN AMOUNT SUFFICIENT TO COVER THE FULL REPLACEMENT VALUE OF DAMAGE TO, ALTERATION OF, LOSS OF, THEFT, DISSEMINATION OR DESTRUCTION OF ELECTRONIC DATA AND/OR USE OF CONFIDENTIAL INFORMATION, “PROPERTY” OF THE CITY OF PALO ALTO THAT WILL BE IN THE CARE, CUSTODY, OR CONTROL OF VENDOR, INFORMATION INCLUDING BUT NOT LIMITED TO, BANK AND CREDIT CARD ACCOUNT INFORMATION OR PERSONAL INFORMATION, SUCH AS NAME, ADDRESS, SOCIAL SECURITY NUMBERS, PROTECTED HEALTH INFORMATION OR OTHER PERSONAL IDENTIFICATION INFORMATION, STORED OR TRAMSITTED IN ELECTRONIC ALL DAMAGES $2,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’ NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERSAND EMPLOYEES, BUT ONLY TO THE EXTENT OF LIABILITIES FALLING WITHIN NEOGOV'S INDEMNITY OBLIGATIONS PURSUANT TO THIS AGREEMENT. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT 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 WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR 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 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 27  Packet Pg. 295 of 1140  Professional Services Rev. Oct 16,2024 Page 24 of 49 POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL: Purchasingsupport@PaloAlto.Gov Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 28  Packet Pg. 296 of 1140  Professional Services Rev. Oct 16,2024 Page 25 of 49 EXHIBIT E INFORMATION OF PRIVACY Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 29  Packet Pg. 297 of 1140  Professional Services Rev. Oct 16,2024 Page 26 of 49 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 30  Packet Pg. 298 of 1140  Professional Services Rev. Oct 16,2024 Page 27 of 49 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 31  Packet Pg. 299 of 1140  Professional Services Rev. Oct 16,2024 Page 28 of 49 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 32  Packet Pg. 300 of 1140  Professional Services Rev. Oct 16,2024 Page 29 of 49 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 33  Packet Pg. 301 of 1140  Professional Services Rev. Oct 16,2024 Page 30 of 49 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 34  Packet Pg. 302 of 1140  Professional Services Rev. Oct 16,2024 Page 31 of 49 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 35  Packet Pg. 303 of 1140  Professional Services Rev. Oct 16,2024 Page 32 of 49 Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 36  Packet Pg. 304 of 1140  Professional Services Rev. Oct 16,2024 Page 33 of 49 EXHIBIT F CYBERSECURITY TERMS AND CONDITIONS In order to assure the privacy and security of the personal information of the City's customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons, and other individuals and companies, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the "Consultant") and its subcontractors, if any, including, without limitation, any Information Technology ("IT") infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City's customers. The Consultant shall fulfill the data and information security requirements (the "Requirements") set forth in Part A below. A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant's operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. "IT infrastructure" refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the "Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the "ISM"). Part A. Requirements: The Consultant shall at all times during the term of any contract between the City and the Consultant: (a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City's Information Privacy Policy attached to the Agreement as Exhibit E: (c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City, and conform to SOC 2, Type 2. (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role. (e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels. Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 37  Packet Pg. 305 of 1140  Professional Services Rev. Oct 16,2024 Page 34 of 49 (f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees' personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated. (g) (h) Implement commercially reasonable access accountability (identification and authentication) architecture and support role-based access control ("RBAC") and segregation of duties ("SoD") mechanisms for personnel, systems, and Software directly involved in providing the Services. "RBAC" refers to a computer systems security approach to restricting access only to authorized users. "SoD" is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors. (i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services' environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture. (j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels in accordance with Consultant's standard security policies and procedures. Emergency security patches deemed critical by Consultant will be installed as soon as reasonably practicable after testing and validation. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging. (m) Notify the City within seventy-two (72) hours of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) procured by Consultant for performance of the services under the Agreement meet(s) all of the Requirements. (o) Consultant will engage a third party auditor to perform periodic audits (SOC 2 or other industry equivalent standard) of Consultant’s security controls (i.e., physical and logical security, network configuration, change/problem and vulnerability management and recovery services), and make available to the City a summary of such SOC 2, Type 2 or equivalent report upon the City’s request (p) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, and the Confidential Information will be accessible only by the Consultant and any authorized third-party service provider's personnel. (q) Perform regular, reliable secured backups of all data needed to maximize the availability of the Services. Adequately encrypt the City of Palo Alto's data, during the operational process, hosted at rest, and the backup stage at the Vendors' environment (including Vendor's contracting organization's environment). (r) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 38  Packet Pg. 306 of 1140  Professional Services Rev. Oct 16,2024 Page 35 of 49 Agreement, all of those records relating to the performance of the Services shall be provided to the ISM upon written request. (s) Maintain the Confidential Information in accordance with applicable federal, state, and local data and information privacy laws, rules, and regulations. (t) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient. (u) Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City for the systems and services the Vendor provides to the City. (v) Provide and support Single Sign-on (SSO) and Multifactor Authentication (MFA) solutions for authentication and authorization services from the "City's environment to the Vendor's environment," and Vendor's environment to the Vendor's cloud services/hosted environment." The Vendor shall provide the City with administrative access rights appropriate for its use of the Services, in accordance with Vendor's standard security policies and role-based access controls. (w) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City's IT environment, including, without limitation, IT infrastructure communications. (x) The Vendor must provide evidence of valid cyber liability insurance policy per the City’s EXHIBIT “D” INSURANCE REQUIREMENTS. Part B. Alternate Requirements: Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 39  Packet Pg. 307 of 1140  Professional Services Rev. Oct 16,2024 Page 36 of 49 EXHIBIT G SERVICES AGREEMENT V011025 You agree that by placing an order through a NEOGOV standard ordering document such as an “Order Form”, “Service Order,” “Ordering Document,” “SOW” or other document mutually agreed by the parties detailing the services, pricing and subscription term (each, an “Order Form” for purposes of this Agreement), you agree to follow and be bound by the terms and conditions set forth herein. “Governmentjobs.com”, “NEOGOV”, “we”, and “our” means Governmentjobs.com, Inc. (D/B/A/ NEOGOV), for and on behalf of itself and its subsidiaries PowerDMS, Inc., Cuehit, Inc., Ragnasoft LLC (D/B/A/ PlanIT Schedule), and Design PD, LLC (D/B/A Agency360) (collectively, “NEOGOV” and, where applicable, its other affiliates; “Customer”, “you”, “your” means the NEOGOV client, customer, and/or the subscriber identified in the Order Form). “Services Agreement” or the “Agreement” shall be used to collectively refer to this NEOGOV Services Agreement, documents incorporated herein including the applicable Order Form, each Addendum (as applicable), and Special Conditions (if any). “Addendum” means each Addendum set forth either as an Exhibit hereto or otherwise made available at https://www.neogov.com/service-specifications (the “NEOGOV Site”) and, as applicable, made a part of this Agreement. “Special Conditions” means individually negotiated variations (including the Professional Services Agreement that this Services Agreement is an Exhibit to), amendments and/or additions to this Service Agreement of which are either drafted, or incorporated by reference, into the Order Form. 1. Provision of Services. Subject to the terms of this Agreement NEOGOV hereby agrees to provide Customer with access to its SaaS Applications and Professional Services (each defined below) included or ordered by Customer in the applicable Order Form (collectively referred to as the “Services”). In addition, to the extent NEOGOV provides Customer with access to additional NEOGOV software in order to access Customer Data (as defined below) or otherwise enhance product implementation or functionality, Customer’s use of such software will be deemed to be part of the Services and the terms and conditions of this Agreement shall apply. Customer hereby acknowledges and agrees that NEOGOV’s provision and performance of, and Customer’s access to, the Services is dependent and conditioned upon Customer’s full performance of its duties, obligations and responsibilities hereunder. This Agreement entered into as of the earlier of: (i) date of your signature on an applicable Order Form; or (ii) use of the Services commences (the “Effective Date”). The Agreement supersedes any prior and contemporaneous discussions, agreements or representations and warranties. 2. SaaS Subscription. a) Subscription Grant. “SaaS Applications” means each proprietary NEOGOV web-based software-as-a-service application that may be set forth on an Order Form and subsequently made available by NEOGOV to Customer, and associated components as described in any written service specifications made available to Customer by NEOGOV (the “Service Specifications”). Subject to and conditioned on Customer’s and its Authorized Users’ compliance with the terms and conditions of this Agreement, NEOGOV hereby grants to Customer a limited, non-exclusive, non-transferable, and non- sublicensable right to (i) onboard, access and use, and to permit Authorized Users to onboard, access and use, the SaaS Applications specified in the Order Form solely for Customer’s internal, non-commercial purposes; (ii) generate, print, and download Customer Data as may result from any access to or use of the SaaS Applications; and (iii) train Authorized Users in uses of the SaaS Applications permitted hereunder (these rights shall collectively be referred to as the “SaaS Subscription”). “Authorized Users” means (1) Customer employees, agents, contractors, consultants (“Personnel”) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Services Agreement and (2) for whom access to the Services has been purchased hereunder. You shall not exceed the usage limits (if any) as detailed in the user tier in the applicable Order Form. You may not access the SaaS Applications if you are a direct competitor of NEOGOV or its affiliates. In addition, you may not access the SaaS Applications for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes. You shall be responsible for each Authorized User’s access to and use of the SaaS Applications and compliance with applicable terms and conditions of this Agreement. b) Subscription Term. The Term for the Services is a continuous and non-divisible commitment for the full duration regardless of any invoice schedule. The purchase of any Service is separate from any other order for any other Service. Customer may purchase certain Services independently of other Services. Your obligation to pay for any Service is not contingent on performance of any other Service or delivery of any other Service. 3. Customer Responsibilities. a) Managing the Subscription. Customer may use the Service in a manner consistent with the terms of this Agreement. Customer will provide NEOGOV all information needed to process the Order Form to activate the subscription and provision the Service to the Customer. Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 40  Packet Pg. 308 of 1140  Professional Services Rev. Oct 16,2024 Page 37 of 49 b) Managing Authorized Users. Customer is responsible for managing the Authorized Users on its account on the Service. i) Invitations and Permissions. Customer is responsible for determining which persons to invite to join the Customer’s account on the Service and for all actions by Authorized Users on Customer’s account on the Service. Customer is solely in control of the individual permissions on the Customer’s account. ii) Customer Obligations. Customer must: (A) obtain any rights, permissions, or consents that are necessary for the Authorized User’s lawful use of Customer Data and the operation of the Service; (B) ensure that the transfer and processing of Customer Data under the Agreement is lawful; and (C) respond to and resolve any dispute with an Authorized User relating to or based on Customer Data, the Service, or Customer’s failure to fulfill its obligations under the Agreement or applicable law. Customer will not, and will ensure its Authorized Users do not (a) make any of the Services available to anyone other than Authorized Users or use any Services for the benefit of anyone other than Customer and its Authorized Users, unless otherwise agreed in writing by the parties, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any of the Services in a service bureau or outsourcing offering, unless otherwise agreed in writing by the parties, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of the privacy rights, publicity rights, copyright rights, or other rights of any person or entity, (d) use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Services (including, without limitation, activities such as security penetration tests, stress tests, and spamming activity), (f) attempt to gain unauthorized access to the Services or its related systems or networks, (g) disassemble, reverse engineer, or decompile the Services, or modify, copy, or create derivative works based on the Services or any part, feature, function or user interface thereof, (h) remove the copyright, trademark, or any other proprietary rights or notices included within NEOGOV Intellectual Property and on and in any documentation or training materials, or (i) use the Services in a manner which violates the terms of this Agreement, any Order Form or any applicable laws. 4. Professional Services. “Professional Services” shall mean professional services purchased by Customer as detailed in an applicable Order Form or NEOGOV Scope of Work (SOW) describing the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Professional Services include training, set-up, implementation, and best practices of and concerning the SaaS Applications. Professional Services are subject to the terms of the Professional Services Addendum made available on the NEOGOV Site and made a part hereof and may be subject to additional terms pursuant to an SOW and Service Specifications describing, if applicable, the work to be performed, fees, and any applicable milestones, dependencies, and other technical specifications or related information. Order Forms or SOWs must be signed by Customer before NEOGOV shall commence work. If Customer executes a separate SOW, this Agreement and documents incorporated herein (including but not limited to the Professional Services Addendum) shall control in the event of a conflict with the terms of the SOW. 5. Payment Terms. a) Fees. Customer shall pay all Subscription, Onboarding and Set-Up fees (“Subscription Fees”) and Professional Service fees (“Professional Service Fees”, collectively the “Fees”) as set forth in an Order Form within thirty (30) days of the date of NEOGOV’s invoice. Fees shall be invoiced annually in advance and in a single invoice for each Term. Unless explicitly stated otherwise in an Order Form, all payments due under an Order Form are expressed in and shall be paid in U.S. dollars. Invoices shall be delivered to the stated “Bill To” party on the Order Form. Unless explicitly provided otherwise, once placed the Order Form is non-cancellable and sums paid nonrefundable. If any amount owing by Customer is more than 30 days overdue, NEOGOV may, upon prior notice to Customer, and without limiting its other rights and remedies, suspend the Services until such amounts are paid in full. If Subscription Fees are based upon the Authorized User or employee count as may be specified in an Order Form, Customer shall owe NEOGOV supplemental Subscription Fees to the extent Customer exceeds the number of Authorized Users or employees set forth in the Order Form. b) Taxes. Customer will pay all taxes, duties and levies imposed by all federal, state, and local authorities (including, without limitation, export, sales, use, excise, and value-added taxes) based on the transactions or payments under this Agreement, except those taxes imposed or based on NEOGOV’s net income or those exempt by applicable state law. Customer shall provide NEOGOV with a certificate or other evidence of such exemption within ten (10) days after the Effective Date of this Agreement and thereafter upon NEOGOV’s request therefor. c) Customer Purchase Orders. Any reference to a customer-issued purchase order in an Order Form or any associated invoice is solely for Customer's convenience in record keeping, and no such reference or any delivery of services to Customer following receipt of any purchase order shall be deemed an acknowledgement of or an agreement to any terms Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 41  Packet Pg. 309 of 1140  Professional Services Rev. Oct 16,2024 Page 38 of 49 or conditions referenced or included in any such purchase order. Any terms and conditions in a customer purchase order that conflict with, modify, or add to the terms of this Agreement shall have no effect and shall not be binding on NEOGOV. NEOGOV’s failure to object to terms contained in any such purchase order shall not be a waiver of the terms set forth in this provision or in this Agreement. 6. Term and Termination. a) Intentionally omitted. b) Termination for Cause; Effect of Termination. Either Party may terminate this Agreement immediately if the other is in material breach of this Agreement and such breach is not cured within thirty (30) days following non-breaching party’s written specification of the breach. NEOGOV may suspend the Services or terminate this Agreement immediately in the event the Services or Customer’s use of the Services provided hereunder pose a security risk to the Services, NEOGOV or any third party, or become illegal or contrary to any applicable law, rule, regulation, or public policy. Upon expiration or any termination of this Agreement, Customer shall cease all use and refrain from all further use of the Services and other NEOGOV Intellectual Property. Additionally, Customer shall be obligated to pay, as of the effective date of such expiration or termination, all amounts due and unpaid to NEOGOV under this Agreement. Unless otherwise specified, following 90 days after expiration or termination of the Agreement NEOGOV may remove Customer Data from NEOGOV Services and without Customer consent or notice. 7. Audit Rights. Upon reasonable notice, NEOGOV or its agent shall have the right to audit Customer’s records relating to its compliance with this Agreement. Customer shall cooperate fully with this audit. If any audit conducted under this Section indicates that any amount due to NEOGOV was underpaid, Customer shall within three (3) business days pay to NEOGOV the amount due. All expenses associated with any such audit shall be paid by NEOGOV unless the audit reveals underpayment in excess of five percent (5%), in which case Customer shall pay such expenses as well as any amount due to NEOGOV. 8. Maintenance; Modifications; Support Services. a) Maintenance, Updates, Upgrades. NEOGOV maintains NEOGOV’s hardware and software infrastructure for the Services and is responsible for maintaining the NEOGOV server operation and NEOGOV database security. NEOGOV may in its sole discretion, periodically modify, Update, and Upgrade the features, components, and functionality of the Services during the Term. “Update” means any update, bug fix, patch or correction of the Services or underlying NEOGOV software that NEOGOV makes generally available to its customers of the same module, excluding Upgrades. Updates are automatic and available upon Customer’s next login to the Services following an Update at no additional cost to Customer. “Upgrade” means any update of the Services or underlying NEOGOV software such as platform updates, and major product enhancements and/or new features that NEOGOV makes commercially available. NEOGOV shall have no obligation to provide Upgrades to customers and retains the right to offer Upgrades free of cost or on a per customer basis at additional cost. NEOGOV shall have no liability for, or any obligations to, investments in, or modifications to Customer’s hardware, systems or other software which may be necessary to use or access the Services due to a modification, Update, or Upgrade of the Services. b) Program Documentation; Training Materials. “Program Documentation” shall mean all user guides, training, and implementation material, and Service descriptions provided by NEOGOV to Customer in connection with the Services. NEOGOV hereby grants to Customer a non-exclusive, non-sublicensable, non-transferable license to use, print, and distribute internally via non-public platforms, the Program Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Services. Primary training of NEOGOV Services is conducted by self- review of online materials. NEOGOV’s pre-built, online training consists of a series of tutorials to introduce the standard features and functions (the “Training Materials”). The Training Materials may be used as reference material by Customer Personnel conducting day-to-day activities. c) Implementation. For Services requiring implementation, NEOGOV implementation supplements the Training Materials and is conducted off-site unless otherwise agreed in the Order Form. For an additional fee as detailed on an applicable Order Form, NEOGOV personnel will provide consultation on best practices for setting up the Services, answer Customer questions during the implementation period, and use commercially reasonable efforts to ensure Authorized User Admins grasp the system. The length of the implementation time is dependent on the type of Service and the Customer’s responsiveness. NEOGOV is not responsible or liable for any delay or failure to perform implementation caused in whole or in part by Customer's delay in performing its obligations hereunder and, in the event of any such delay, NEOGOV may, in its sole discretion, extend all performance dates as NEOGOV deems reasonably necessary. d) Support. Phone support for the Services is available to Customer Monday through Friday, excluding NEOGOV holidays. Customer may submit a request for online support for the Services 24 hours a day, seven days a week, and the NEOGOV Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 42  Packet Pg. 310 of 1140  Professional Services Rev. Oct 16,2024 Page 39 of 49 support desk will acknowledge receipt of the request within a reasonable time. The length of time for a resolution of any problem is dependent on the type of case. e) Limitations. Unless otherwise specified in the Order Form, this Agreement does not obligate NEOGOV to render any maintenance or support services that are not expressly provided herein, including, but not limited to data uploads, manual data entry, migration services, data conversion, refinement, purification, reformatting, SQL dump, or process consultation. 9. NEOGOV Intellectual Property Rights. a) NEOGOV shall exclusively own all right, title and interest in and to all pre-existing and future intellectual property developed or delivered by NEOGOV including all Services, products, systems, software (including any source code or object code) or Service Specifications related thereto, Updates or Upgrades, trademarks, service marks, logos and other distinctive brand features of NEOGOV and all proprietary rights embodied therein (collectively, the “NEOGOV Intellectual Property”). This Agreement does not convey or transfer title or ownership of the NEOGOV Intellectual Property to Customer or any of its users. All rights not expressly granted herein are reserved by NEOGOV. Other than recommendation use or as required by law, all use of NEOGOV trademarks must be pre-approved by NEOGOV prior to use. Trademarks shall include any word, name, symbol, color, designation or device, or any combination thereof that functions as a source identifier, including any trademark, trade dress, service mark, trade name, logo, design mark, or domain name, whether or not registered. b) Customer may, but is not obligated to, provide NEOGOV with suggestions, ideas, enhancement requests, or other feedback (“Feedback”). If Customer provides any such Feedback to NEOGOV, Customer hereby grants NEOGOV a nonexclusive, perpetual, irrevocable, royalty-free license to use all Feedback for any purpose. Feedback is provided to NEOGOV on an “as-is” basis without warranties of any kind. 10. Data Processing and Privacy. a) Customer Data. “Customer Data” shall mean all data that is owned or developed by Customer, whether provided to NEOGOV by Customer or provided by a third party to NEOGOV in connection with NEOGOV’s provision of Services to Customer, including Personnel data collected, loaded into, or located in Customer data files maintained by NEOGOV. NEOGOV Intellectual Property, including but not limited to the Services and all derivative works thereof, NEOGOV Confidential Information, and Platform Data do not fall within the meaning of the term “Customer Data”. Customer exclusively owns all right, title, and interest in and to all Customer Data. Customer grants NEOGOV a license to host, use, process, display, create non-personal derivative works of, and transmit Customer Data to provide the Services. NEOGOV reserves the right to delete or disable Customer Data stored, transmitted or published by Customer using the Services upon receipt of a bona fide notification that such content infringes upon the intellectual property rights of others, or if NEOGOV otherwise reasonably believes any such content is in violation of this Agreement. b) Platform Data. “Platform Data” shall mean any anonymized data reflecting the access to or use of the Services by or on behalf of Customer or any user, including statistical or other analysis and performance information related to the provision and operation of the Services including any end user visit, session, impression, clickthrough or click stream data, as well as log, device, transaction data, or other analysis, information, or data based on or derived from any of the foregoing. NEOGOV shall exclusively own all right, title and interest in and to all Platform Data. Customer acknowledges NEOGOV may compile Platform Data based on Customer Data input into the Services. Customer agrees that NEOGOV may use Platform Data to the extent and in the manner permitted under applicable law. Such anonymized data neither identifies Customer or its users, nor can Customer or any its users can be derived from such data. c) Data Processing Agreement. The parties agree that the terms of the NEOGOV Data Processing Addendum (“DPA”) made available on the NEOGOV Site is hereby incorporated herein by reference and made part of this Agreement and governs NEOGOV's processing of Personal Data. d) Data Responsibilities. i) NEOGOV will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of the Customer Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Customer Data by NEOGOV personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by applicable law, or (c) as Customer expressly permits in writing. Customer acknowledges and agrees that it is commercially reasonable for NEOGOV to rely upon the security processes and measures utilized by NEOGOV’s cloud infrastructure providers. Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 43  Packet Pg. 311 of 1140  Professional Services Rev. Oct 16,2024 Page 40 of 49 ii) Customer is solely responsible for the development, content, operation, maintenance, and use of Customer Data, including but not limited to compliance with applicable laws. NEOGOV will have no responsibility or liability for the accuracy of the Customer Data prior to receipt of such data into the Services. Without limiting the foregoing, Customer shall be solely responsible for and shall comply with all applicable laws and regulations relating to (a) the accuracy and completeness of all information input, submitted, or uploaded to the Services, (b) the privacy of users of the Services, including, without limitation, providing appropriate notices to and obtaining appropriate consents from any individuals to whom Customer Data relates; and (c) the collection, use, modification, alteration, extraction, retention, copying, external storage, disclosure, transfer, disposal, and other processing of any Customer Data. NEOGOV is not responsible for lost data caused by the action or inaction of Customer or Authorized Users. Unless otherwise mutually agreed in writing, Customer shall not maintain any financial, health, payment card, or similarly sensitive data that imposes specific data security or data protection obligations within the Services. Customer shall provide and institute all appropriate tools and procedures required to ensure the security of its own information system and, more specifically, to prevent, detect and destroy the occurrence of any viruses. e) Breach Notice. NEOGOV will notify Customer of unauthorized access to, or unauthorized use, loss or disclosure of Customer Data within its custody and control (a “Security Breach”) within 72 hours of NEOGOV’s confirmation of the nature and extent of the same or when required by applicable law, whichever is earlier. Each party will reasonably cooperate with the other with respect to the investigation and resolution of any Security Breach. If applicable law or Customer’s policies require notification of its Authorized Users or others of the Security Breach, Customer shall be responsible for such notification. f) Data Export, Retention and Destruction. Customer may export or delete Customer Data from the Services at any time during a Subscription Term, using the existing features and functionality of the Services. Customer is solely responsible for its data retention obligations with respect to Customer Data. If and to the extent Customer cannot export or delete Customer Data stored on NEOGOV’s systems using the then existing features and functionality of the Services, NEOGOV will, upon Customer's written request, make the Customer Data available for export by Customer or destroy the Customer Data. If Customer requires the Customer Data to be exported in a different format than provided by NEOGOV, such additional services will be subject to a separate agreement on a time and materials basis. Except as otherwise required by applicable law, NEOGOV will have no obligation to maintain or provide any Customer Data more than ninety (90) days after the expiration or termination of this Agreement. Customer acknowledges that it is solely responsible for determining any retention requirements with respect to the Customer Data as required by applicable law and NEOGOV disclaims all liability in connection with such determination. In addition, to the extent Customer requests that NEOGOV retain Customer Data beyond the expiration of the retention period required by applicable law, rule or regulation, NEOGOV disclaims all liability in connection with retaining such Customer Data including but not limited to any claims related to loss or destruction of such Customer Data. 11. Third Party Services. The Services may permit Customer and its Authorized Users to access services or content provided by third parties through the Services (“Third Party Services”). Customer agrees that NEOGOV is not the original source and shall not be liable for any inaccuracies contained in any content provided in any of the Third Party Services. NEOGOV makes no representations, warranties or guarantees with respect to the Third Party Services or any content contained therein. NEOGOV may discontinue access to any Third Party Services through the Services if the relevant agreement with the applicable third party no longer permits NEOGOV to provide such access. If loss of access to any Third Party Services (to which Customer has a subscription under this Agreement) occurs during a Subscription Term, NEOGOV will refund to Customer any prepaid fees for such Third Party Services covering the remainder of the Subscription Term. 12. Nondisclosure. a) Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer's Confidential Information includes its Customer Data. NEOGOV Confidential Information includes the NEOGOV Intellectual Property and the Services. The Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party. Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 44  Packet Pg. 312 of 1140  Professional Services Rev. Oct 16,2024 Page 41 of 49 b) Obligations. The Receiving Party will: (i) use the same degree of care it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care); (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (iii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not less protective of the Confidential Information than those herein. c) Exceptions. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. d) Equitable Relief. The parties recognize and agree there may be no adequate remedy at law for breach of the provisions of the confidentiality obligations set forth in this Section 12, that such a breach may irreparably harm the Disclosing Party and the Disclosing Party is entitled to seek equitable relief (including, without limitation, an injunction) with respect to any such breach or potential breach in addition to any other remedies available to it at law or in equity. 13. Representations, Warranties, and Disclaimers. a) Mutual Representations. Each party represents and warrants to the other party that (i) it has full power and authority under all relevant laws and regulations and is duly authorized to enter into this Agreement; and (ii) to its knowledge, the execution, delivery and performance of this Agreement by such party does not conflict with any agreement, instrument or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it. b) Additional Customer Representations and Warranties. Customer hereby represents and warrants to NEOGOV that: (1) Customer and Authorized Users have all necessary rights and authority to upload Customer Data to the Service without violating any third party’s proprietary or privacy rights, including intellectual property rights; (2) Customer Data does not contain any viruses, worms, Trojan horses, or other harmful or destructive code or content; and (3) Customer will use the Service in compliance with all laws, rules, regulations, and this Agreement. c) Service Performance Warranty. NEOGOV warrants that it provides the Services using a commercially reasonable level of care and skill and in a professional manner in accordance with generally recognized industry standards for similar services. d) No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS WARRANTY SECTION, THE SERVICES AND ANY OTHER INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND CUSTOMER’S USE OF THE SERVICES IS AT ITS OWN RISK. NEOGOV DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NEOGOV DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY ERROR WILL BE CORRECTED. e) Disclaimer of Actions Caused by and/or Under the Control of Third Parties. NEOGOV DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NEOGOV SYSTEM AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH NEOGOV WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, NEOGOV CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, NEOGOV DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS OR WITH RESPECT TO ANY THIRD PARTY SERVICES. f) No Medical Advice. Through certain Services, NEOGOV may make certain telehealth related information available to Customer and/or facilitate user access to telemedicine, expert medical services, and/or emergency medical services. NEOGOV is independent from healthcare providers who provide telemedicine services and is not responsible for such healthcare providers’ acts, omissions or for any content or communications made by them. The Services do not provide Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 45  Packet Pg. 313 of 1140  Professional Services Rev. Oct 16,2024 Page 42 of 49 medical advice and do not create a healthcare provider/patient relationship between Customer and NEOGOV or otherwise. Any Services, or content accessed from the Services, are for informational purposes only and do not constitute medical advice. Customer should seek professional medical advice, diagnosis, and/or treatment for any and all medical conditions, whether as a result of using Services or otherwise. NEOGOV IS NOT RESPONSIBLE OR LIABLE FOR ANY ADVICE, COURSE OF TREATMENT, DIAGNOSIS OR ANY OTHER TREATMENT OR INFORMATION THAT CUSTOMER OR ITS USERS MAY OBTAIN THROUGH THE USE OF THE SERVICES. 14. Indemnification. a) Customer Indemnity. To the extent permitted by applicable law, Customer will defend and indemnify NEOGOV from and against any claim, demand, suit or proceeding made or brought against NEOGOV (i) by a third party alleging that any Customer Data infringes or misappropriates such third party's intellectual property rights, (ii) in connection with Customer’s violation of any applicable laws, or (iii) any claim or allegation by any third party resulting from or related to Customer’s or any of its Authorized User’s breach of Section 3 of this Agreement. b) NEOGOV Indemnity. To the extent permitted by applicable law, and subject to subsections 14(b)(i) through 14(b)(iii) and 14(c) of this Section, NEOGOV will defend and indemnify Customer from and against any claim, demand, suit or proceeding made or brought against Customer (1) by a third party to the extent such claim arises from NEOGOV’s breach of its data security and privacy obligations under Section 10 above; and (2) if a third party makes a claim against Customer that any NEOGOV intellectual property furnished by NEOGOV and used by Customer infringes a third party’s intellectual property rights, NEOGOV will defend the Customer against the claim and indemnify the Customer from the damages and liabilities awarded by the court to the third-party claiming the data security and privacy breach or infringement or the settlement agreed to by NEOGOV. i) Alternative Resolution. If NEOGOV believes or it is determined that any of the Services may have violated a third party’s intellectual property rights, NEOGOV may choose to either modify the Services to be non-infringing or obtain a license to allow for continued use. If these alternatives are not commercially reasonable, NEOGOV may end the subscription or license for the Services and refund a pro-rata portion of any fees covering the whole months that would have remained, absent such early termination, following the effective date of such early termination. ii) No Duty to Indemnify. NEOGOV will not indemnify Customer if Customer alters the Service or Service Specifications, or uses it outside the scope of use or if Customer uses a version of the Service or Service Specifications which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Services or Service Specifications which was provided to Customer, or if the Customer continues to use the infringing material after the subscription expires. NEOGOV will not indemnify the Customer to the extent that an infringement claim is based upon any information, design, specification, instruction, software, data, or material not furnished by NEOGOV. NEOGOV will not indemnify Customer for any portion of an infringement claim that is based upon the combination of Service or Service Specifications with any products or services not provided by NEOGOV. NEOGOV will not indemnify Customer for infringement caused by Customer’s actions against any third party if the Services as delivered to Customer and used in accordance with the terms of the Agreement would not otherwise infringe any third-party intellectual property rights. iii) Exclusive Remedy. This Section provides the exclusive remedy for any indemnification claims or damages against NEOGOV. c) Indemnification Procedures. In order to receive the indemnities described hereunder, the indemnified party must: (i) promptly notify the indemnifying party, in writing, of any claim; (ii) cooperate reasonably with indemnifying party, at the indemnifying party’s expense, in the defense and/or settlement thereof; and (iii) allow the indemnifying party to control the defense and/or settlement thereof except that the indemnifying party may not, without the indemnified party’s prior written consent, enter into any settlement that does not unconditionally release the indemnified party from liability. The indemnified party shall have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense, provided that ultimate control of such defense shall remain solely with the indemnifying party. 15. Limitations of Liability. a) EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, INCLUDING FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 46  Packet Pg. 314 of 1140  Professional Services Rev. Oct 16,2024 Page 43 of 49 INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES;; (c) COST OF REPLACEMENT GOODS OR SERVICES; (d) LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY OR PROFIT, OR LOSS OF REPUTATION; OR (e) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. b) CAP ON MONETARY LIABILITY. EXCEPT FOR (i) NEOGOV’S DUTY TO INDEMNIFY CUSTOMER FOR THIRD PARTY INTELLECTUAL PROPERTY INFRINGEMENT IN SECTION 14(b)(2) ABOVE; (ii) DAMAGES ARISING OUT OF LIABILITY WHICH CANNOT BE LAWFULLY EXCLUDED OR LIMITED, OR (iii) CUSTOMER’S OBLIGATIONS TO MAKE PAYMENT UNDER THIS AGREEMENT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS AGAINST THE OTHER PARTY UNDER THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED (I) FOR NEOGOV’S BREACH OF ITS DATA SECURITY AND PRIVACY OBLIGATIONS UNDER SECTION 10 FIVETIMES (5X) THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE EVENT INITIALLY GIVING RISE TO SUCH LIABILITY; AND (II) FOR ALL OTHER CLAIMS, THE AMOUNT OF ALL PAYMENTS ACTUALLY RECEIVED BY NEOGOV FROM CUSTOMER IN CONNECTION WITH THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE DATE OF THE FIRST EVENT INITIALLY GIVING RISE TO SUCH LIABILITY. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THE LIMIT. c) FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION SHALL LIMIT OR AFFECT NEOGOV'S OBLIGATION TO OBTAIN AND MAINTAIN INSURANCE COVERAGE AS REQUIRED UNDER THE AGREEMENT. 16. Intentionally omitted. 17. EOL Products. NEOGOV may, in its discretion, at certain times elect to discontinue development, distribution and/or support of any Service or any elements or versions of any Service, and thereby designate such Service or elements or versions as end of life (“EOL”). In the event that NEOGOV elects to announce EOL for any Service, NEOGOV will provide six (6) months prior notice. Customer will have a period of six (6) months after receipt of such notice to upgrade to the last commercially available (non-EOL) version of the Service, if applicable, or otherwise following the expiration of such six (6) month period, the Service shall be deemed terminated without penalty and a pro rata refund shall be provided to Customer for the remaining term of the Service. During the 6-month notice period, Customer may continue exercising all of the rights set forth in this Agreement with respect to such EOL Service. 18. Text Message Communications. NEOGOV may offer Personnel the opportunity to receive text messages regarding job application or hiring process reminders, applicant status updates, or other human resource related notices. Since these text message services depend on the functionality of third-party providers, there may be technical delays on the part of those providers. NEOGOV may make commercially reasonable efforts to provide alerts in a timely manner with accurate information, but cannot guarantee the delivery, timeliness, or accuracy of the content of any alert. NEOGOV shall not be liable for any delays, failure to deliver, or misdirected delivery of any alert; for any errors in the content of an alert; or for any actions taken or not taken by you or any third party in reliance on an alert. NEOGOV cannot vouch for the technical capabilities of any third parties to receive such text messages. To the extent you utilize text messaging features, NEOGOV shall not be responsible for your use of such features, and you shall indemnify NEOGOV with respect to any damages resulting from your use including but not limited any violations of applicable law. NEOGOV MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY, OR IMPLIED AS TO: (a) THE AVAILABILITY OF TELECOMMUNICATION SERVICES; (b) ANY LOSS, DAMAGE, OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND (c) ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS, OR SETTINGS CONNECTED WITH THE SERVICES. 19. Publicity. Unless otherwise provided in the applicable Order Form, NEOGOV may identify Customer as one of its customers, but may not use Customer’s logo or seal for such purposes. 20. Force Majeure. Except for Customer’s payment obligations to NEOGOV, neither party shall be liable for any damages, costs, expenses or other consequences incurred by the other party or by any other person or entity for any act, circumstance, event, impediment or occurrence beyond such party’s reasonable control, including, without limitation: (a) acts of God; (b) changes in or in the interpretation of any law, rule, regulation or ordinance; (c) strikes, lockouts or other labor problems; (d) transportation delays; (e) unavailability of supplies or materials; (f) fire or explosion; (g) riot, pandemic, military action or Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 47  Packet Pg. 315 of 1140  Professional Services Rev. Oct 16,2024 Page 44 of 49 usurped power; (h) actions or failures to act on the part of a governmental authority; (i) internet service interruptions or slowdowns, vandalism or cyber-attacks, or (j) any other cause beyond the reasonable control of such party. 21. Independent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall be deemed to be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. NEOGOV may designate any third-party affiliate, or other agent or subcontractor (each a “Fulfillment Partner”), without notice to, or the consent of, Customer, to perform such tasks and functions to complete any Services. 22. Entire Agreement; Amendment; Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may be applicable pursuant to the terms therein) and documents incorporated herein, the applicable Order Form, and Special Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter. It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any Any conflict of terms shall be resolved by giving priority in accordance with the following order: 1) City of Palo Alto Professional Services Agreement 2) Other Special Conditions (if any), 3) the NEOGOV Services Agreement, 4) incorporated documents (including the Exhibits and each applicable Addendum), and 5)NEOGOV Order Form,. This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services. This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the parties to be bound. If you are subscribing for the HRIS, Vetted, or PowerEngage Platform, you hereby specifically agree to the terms of the applicable Addendum set forth on the NEOGOV Site. In addition, certain Services may disclose the use of artificial intelligence, in which case, Customer hereby agrees to the terms of the AI Addendum set forth on the NEOGOV Site. 23. General. a) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement shall be instituted only in any state or federal court in the County of Santa Clara, California or the Federal Northern District Court of California. b) Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect. Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and limitations of liability, and others which by their nature are intended to survive. c) Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the Order Form and (ii) NEOGOV at the address specified in the applicable Order Form. d) Waiver. The waiver, express or implied, by either party of any breach of this Agreement by the other party will not waive any subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same instrument. e) Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature. f) Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV Any attempt at assignment in violation of this Section shall be null and void. g) Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 48  Packet Pg. 316 of 1140  Professional Services Rev. Oct 16,2024 Page 45 of 49 exhibits, addendum, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. h) Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by Customer pursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine software development and maintenance services which are not specific to the Customer, (ii) subcontractors who will not have any access to Customer Data, and (iii) subcontractors who have access to Customer Data solely within NEOGOV's or Customer's systems. Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 49  Packet Pg. 317 of 1140  Professional Services Rev. Oct 16,2024 Page 46 of 49 Exhibit G-1 Government Customer Addendum If Customer is a Government Customer, the following Government Customer Addendum (“Government Addendum”) forms part of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a “Government Customer” means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department, or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university, Indian tribal economic development organization, or port authority). 1. Applicability. The provisions of this Addendum shall apply as Customer is a charter city and municipal corporation within the State of California. 2. Reserved. 3. Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify third parties, Section 14(a) and the indemnification provision included in Section 18 of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable law. 4. Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records, freedom of information, or sunshine laws (“Open Records Laws”) the confidentiality requirements of Section 12 of the Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation, the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure requirements in accordance with the applicable Open Records laws. 5. Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i) federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and offices thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority, or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges, universities, and vocational schools) (collectively referred to as the “New Entity”) may purchase the Services specified herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, re-marketer, representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable to the New Entity. Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 50  Packet Pg. 318 of 1140  Professional Services Rev. Oct 16,2024 Page 47 of 49 Exhibit G-2 Integration Terms Addendum NEOGOV offers integrations and platform APIs for integrations to third party systems (“Integration Services”). Customer may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following terms (the “Integration Terms Addendum”) shall apply to the extent that Customer utilizes a system integration between the Services and either: (a) an affiliated integrated service, including those found at https://api.neogov.com/connect/marketplace.html (“Affiliated API”) or to the extent that Customer utilizes a system integration between the Services and an unaffiliated third-party service (“Customer Application”) integrated using NEOGOV’s open API (“Open API”). Integration Services are not available for HRIS Services and this Exhibit B shall not apply to HRIS Services. 1. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this Agreement, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable Term to use and/or access the Affiliated API as described in this Agreement, or the Open API for communication between Customer’s human resource related third application(s) that will interoperate with NEOGOV Services (collectively these uses shall be referred to as the “API” or “Integration”). Customer acknowledges there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted. Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API with any third party, must keep the API and all log-in information secure, and must use the API key as Customer sole means of accessing the API. 2. Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property, software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, and interest in and to the third-party materials, including all intellectual property rights therein, are and will remain with their respective third-party rights holders subject to the terms and conditions of the applicable third-party license agreements. Customer has no right or license with respect to any third-party materials except as expressly licensed under such third-party license agreements. 3. Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; combine or integrate the API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or the identity of Customer Application(s) when requesting authorization to use the API. 4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, and Customer third-party vendors that integrate with the API (collectively the “Customer Applications”), shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://api.neogov.com/connect/index.html from time to time. In addition, Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities. 5. Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control. 6. Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 51  Packet Pg. 319 of 1140  Professional Services Rev. Oct 16,2024 Page 48 of 49 access the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term. 7. API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process. Customer agrees to monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior. This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the most recent version(s). You are required to make any such changes to Customer Applications that are required for integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications communicate with the Services. 8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to throttle your API connections, or suspend or terminate your access to the Open API. NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actions. 9. Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL NEOGOV BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. 10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 52  Packet Pg. 320 of 1140  Professional Services Rev. Oct 16,2024 Page 49 of 49 EXHIBIT H Accessibility Statement At Governmentjobs.com, Inc. d/b/a NEOGOV, we recognize the importance of making our products and services accessible to all individuals, including those with disabilities, and are continually working to improve the experience for all users. Commitment to Accessibility We are committed to following best practices, including the Web Content Accessibility Guidelines (WCAG) 2.1, Level AA, to the extent feasible, however, we do not warrant compliance with these standards or any other accessibility standards. We are continually enhancing our platforms to ensure greater accessibility, and we actively seek out opportunities to improve accessibility features. Ongoing Enhancements Accessibility is an ongoing effort, and we are regularly updating our technology, services, and content to address accessibility barriers. Our team is dedicated to identifying areas for improvement and making enhancements that allow all users, regardless of their abilities, to fully engage with our services. Feedback and Assistance We value feedback from our users. If you encounter any accessibility barriers while using our services or have suggestions on how we can improve, please reach out to us at accessibility@neogov.com. We will make every effort to resolve any concerns and consider alternative options where possible. Thank you for choosing NEOGOV. We remain dedicated to improving accessibility and creating an inclusive experience for all. Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6 Attachment A - Neogov Contract C26193604        Item 6: Staff Report Pg. 53  Packet Pg. 321 of 1140  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Utilities Meeting Date: March 16, 2026 Report #:2511-5438 TITLE Approval of Amendment No. 1 to Contract S23184208 with Flynn Resources Inc., in the Amount of $170,000 for a revised Total Not-to-Exceed Amount of $425,000 and Extending Term Two Years to Provide As-Needed Electric Engineering Consulting Services Related to Electric Transmission Line Expansion, Interconnection, Engineering Analysis and Regulatory Issues; CEQA Status: the Grid Modernization Project is Exempt Under CEQA Guidelines Sections 15302, 15303 and 15183 RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Amendment No. 1 to Contract No. S23184208 (Attachment A) with Flynn Resources Inc., for as-needed electric engineering consulting in an amount not-to-exceed $170,000 and for two (2) additional years for regulatory support related to an additional 115 KV transmission path extending between PG&E’s AMES/NASA substation and the City’s Colorado electric power substation. The amendment results in a revised total contract not-to-exceed amount of $425,000. BACKGROUND The City entered into an agreement with Flynn Resources Inc. on March 28, 2023, for a period of three (3) years with a not-to-exceed amount of $255,000 or $85,000 annually for professional consulting services related to transmission planning, design and construction. The 3-year contract term with Flynn Resources Inc. ends on March 31, 2026. Flynn Resources Inc. possesses extensive experience in Electric Transmission, Interconnection, Power Generation, Regulatory and Electric Market Design Issues. Flynn Resources has demonstrated technical expertise and successfully completed electric utility transmission planning and regulatory compliance projects with other major US electric utilities. These projects include a recommendation for alternative additions and upgrades to the City’s current transmission interconnection to the grid for increased capacity and reliability of the 115kV Item 7 Item 7 Staff Report        Item 7: Staff Report Pg. 1  Packet Pg. 322 of 1140  system serving Palo Alto. Flynn has also provided recommendations for an alternative 115kV interconnection outside the City’s common corridor. ANALYSIS Flynn Resources Inc. is a Transmission Planning Consultant highly experienced in electric grid reliability, engineering design, and renewable resources integration. They will address technical challenges, perform advanced transmission system studies and economic analyses, and evaluate regulatory conditions and risks by applying CPUC, NERC, FERC, and regional requirements. FISCAL/RESOURCE IMPACT Item 7 Item 7 Staff Report        Item 7: Staff Report Pg. 2  Packet Pg. 323 of 1140  Funding for contract amendment number 1 is available in the FY 2026 Electric CIP budget under EL-24000 (Grid Modernization), EL-19001 (Colorado Power Station Equipment Upgrades), Subsequent years are subject to City Council’s approval of the annual budget process and appropriation of funds. POLICY IMPLICATIONS Priority 4: Financial Efficiency and Resource Optimization and the core mission of providing safe, reliable, and compliant electric service to the City’s customers. Leveraging this existing, proven contractor relationship with documented regulatory expertise is the most effective use of resources to maintain critical infrastructure and mandatory compliance. [1]), especially the strategic objectives to: “Establish a proactive infrastructure replacement program, based on planned replacement before failure to support reliability and resiliency.” STAKEHOLDER ENGAGEMENT California Independent System Operator (CAISO): For project approval, grid integration, and transmission planning process adherence. Pacific Gas & Electric (PG&E): For interconnection agreements and coordination with their existing infrastructure. NASA/AMES Research Center and Department of Energy (DOE): For potential access to their transmission and substation facilities, technical integration, and development of cost-sharing alternatives. ENVIRONMENTAL REVIEW Item 7 Item 7 Staff Report        Item 7: Staff Report Pg. 3  Packet Pg. 324 of 1140  ATTACHMENTS Attachment A: Flynn Resources Inc.; Contract C23184208 Amendment No. 1 APPROVED BY: Alan Kurotori, Director of Utilities Staff: Terry Crowley, Utilities Chief Operating Officer Item 7 Item 7 Staff Report        Item 7: Staff Report Pg. 4  Packet Pg. 325 of 1140  Vers.: Aug. 5, 2019 Page 1 of 5 AMENDMENT NO. 1 TO CONTRACT NO. S23184208 BETWEEN THE CITY OF PALO ALTO AND FLYNN RESOURCE CONSULTANTS INC. This Amendment No. 1 (this “Amendment”) to Contract No. S23184208 (the “Contract” as defined below) is entered into as of January 20, 2026 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and FLYNN RESOURCE CONSULTANTS INC., a California corporation, located at 5440 Edgeview Drive, Discovery Bay, CA 94505 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of assisting the City with analysis, improvement, and expansion of electric transmission interconnections existing and future in connection with the Project, as detailed therein. B. The Parties now wish to amend the Contract in order to increase the compensation by One Hundred Seventy Thousand Dollars ($170,000), from Two Hundred Fifty-Five Thousand Dollars ($255,000) to a new not-to-exceed total compensation of Four Hundred Twenty-Five Thousand Dollars ($425,000), and to extend the term until June 30, 2028, as detailed herein. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. S23184208 between CONSULTANT and CITY, dated March 28, 2023. b.Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2 “TERM” of the Contract is hereby amended to read as follows: “SECTION 2. TERM. The term of this Agreement shall be from July 1, 2026 through June 30, 2028, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.” SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows: Item 7 Attachment A - Flynn Resources Inc.; Contract C23184208 Amendment No. 1        Item 7: Staff Report Pg. 5  Packet Pg. 326 of 1140  Vers.: Aug. 5, 2019 Page 2 of 5 “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 Four Hundred Twenty-Five Thousand Dollars ($425,000). 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 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES PREVIOUS. SECTION 5. Legal Effect.Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Item 7 Attachment A - Flynn Resources Inc.; Contract C23184208 Amendment No. 1        Item 7: Staff Report Pg. 6  Packet Pg. 327 of 1140  Vers.: Aug. 5, 2019 Page 3 of 5 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO _____________________________ City Manager APPROVED AS TO FORM: _____________________________ City Attorney or designee FLYNN RESOURCE CONSULTANTS INC. Officer 1 By:______________________________ Name:___________________________ Title:____________________________ Officer 2 (Required for Corp. or LLC) By:______________________________ Name:___________________________ Title:____________________________ Attachments: Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES PREVIOUS Item 7 Attachment A - Flynn Resources Inc.; Contract C23184208 Amendment No. 1        Item 7: Staff Report Pg. 7  Packet Pg. 328 of 1140  Vers.: Aug. 5, 2019 Page 4 of 5 EXHIBIT C-1 SCHEDULE OF RATES AMENDMENT 1, AMENDED, REPLACES PREVIOUS CONSULTANT's schedule of rates is as follows: Labor Category July 2022- June 2023 July 2023- June 2024 July 2024- June 2025 Principal $360 $370 $380 Managing Consultant $340 $350 $360 Senior Consultant-Power Engineer $330 $340 $350 Senior Consultant $300 $310 $320 Consultant $240 $245 $255 Associate Consultant $220 $225 $235 Analyst $165 $170 $175 Support Services $90 $95 $95 Model Category July 2022- June 2023 July 2023- June 2024 July 2024- June 2025 Power flow modeling $340 $350 $360 Short circuit and stability modeling $985 $1,015 $1,045 Market modeling $4,880 $5,025 $5,175 Labor Category July 2025- June 2026 -July 2026- June 2027 July 2027- June 2028 Principal $390 $400 $410 Managing Consultant $370 $380 $390 Senior Consultant- Power Engineer $360 $370 $380 Senior Consultant $330 $340 $350 Consultant $260 $270 $280 Associate Consultant $240 $245 $250 Analyst $180 $185 $190 Support Services $100 $105 $110 Item 7 Attachment A - Flynn Resources Inc.; Contract C23184208 Amendment No. 1        Item 7: Staff Report Pg. 8  Packet Pg. 329 of 1140  Vers.: Aug. 5, 2019 Page 5 of 5 Model Category July 2025- June 2026 July 2026- June 2027 July 2027- June 2028 Power flow modeling $370 $380 $390 Short circuit and stability modeling $1,075 $1,105 $1,140 Market modeling $5,330 $5,490 $5,655 Each year, for subsequent years, effective July 1, the applicable rates and charges shall increase by 3%, rounded to the nearest $5, as indicated in the tables above. Item 7 Attachment A - Flynn Resources Inc.; Contract C23184208 Amendment No. 1        Item 7: Staff Report Pg. 9  Packet Pg. 330 of 1140  Certificate Of Completion Envelope Id: 1524C9B5-D7AC-48EC-ACD7-568322DC4AE5 Status: Completed Subject: Complete with Docusign: S23184208 Amend 1 final.pdf Source Envelope: Document Pages: 5 Signatures: 2 Envelope Originator: Certificate Pages: 2 Initials: 0 Ann Marie Romero AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 annmarie.romero@paloalto.gov IP Address: 165.225.10.98 Record Tracking Status: Original 1/14/2026 12:31:18 PM Holder: Ann Marie Romero annmarie.romero@paloalto.gov Location: DocuSign Security Appliance Status: Connected Pool: StateLocal Storage Appliance Status: Connected Pool: City of Palo Alto Location: Docusign Signer Events Signature Timestamp Doug Boccignone dougbocc@flynnrci.com President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 2a02:26f7:c358:8067:0:6000:0:e Sent: 1/14/2026 12:34:37 PM Resent: 1/15/2026 8:43:02 AM Resent: 1/22/2026 3:43:22 PM Resent: 1/22/2026 3:45:01 PM Resent: 1/26/2026 10:46:29 AM Viewed: 1/26/2026 11:33:58 AM Signed: 1/26/2026 11:38:58 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Barry Flynn brflynn@flynnrci.com Chief Executive Officer Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 2600:1700:663c:6c00:c60:c25d:7501:b94d Sent: 1/26/2026 11:39:00 AM Resent: 2/2/2026 11:08:14 AM Resent: 2/2/2026 11:13:47 AM Viewed: 2/3/2026 7:36:07 AM Signed: 2/3/2026 7:37:15 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Gopal Jagannath gopal.jagannath@paloalto.gov Management Spec Copa Security Level: Email, Account Authentication (None) Sent: 2/3/2026 7:37:16 AM Electronic Record and Signature Disclosure: Item 7 Attachment A - Flynn Resources Inc.; Contract C23184208 Amendment No. 1        Item 7: Staff Report Pg. 10  Packet Pg. 331 of 1140  Carbon Copy Events Status Timestamp Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/14/2026 12:34:37 PM Envelope Updated Security Checked 1/26/2026 10:46:27 AM Envelope Updated Security Checked 1/26/2026 10:46:27 AM Envelope Updated Security Checked 1/26/2026 10:46:28 AM Envelope Updated Security Checked 1/26/2026 10:46:28 AM Certified Delivered Security Checked 2/3/2026 7:36:07 AM Signing Complete Security Checked 2/3/2026 7:37:15 AM Completed Security Checked 2/3/2026 7:37:16 AM Payment Events Status Timestamps Item 7 Attachment A - Flynn Resources Inc.; Contract C23184208 Amendment No. 1        Item 7: Staff Report Pg. 11  Packet Pg. 332 of 1140  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: City Attorney Meeting Date: March 16, 2026 Report #:2602-5921 TITLE Authorization to Fully Encumber Legal Services Contract S26195211 with Atkinson Andelson Loya Ruud & Romo For a Total Not- to-Exceed Amount of $255,000; CEQA Status – Not a Project. RECOMMENDATION Authorize the City Attorney or designee to fully encumber the contract amount of $255,000 for claim defense services with the law firm of Atkinson Andelson Loya Ruud & Romo (Contract S26195211). BACKGROUND In May 2025, the City entered into an agreement (S26195211) with Atkinson Andelson Loya Ruud & Romo (AALRR) for a term of three-years in an amount not-to-exceed $255,000 to defense services in the matter of Figueroa, et al. v. City of Palo Alto, et al.. The case is currently on appeal before the Sixth District Court of Appeal (Ferreira, et al. v. City of Palo Alto, et al., Case No. H052577). The law firm of Liebert Cassidy Whitmore defended the City in the trial court (Santa Clara County Superior Court Case No. 21-CV-383740), where the City prevailed on a summary judgment motion. The lead attorney from Liebert Cassidy Whitmore retired from practice, and the City retained AALRR to defend the case on appeal. ANALYSIS AALRR is a law firm representing cities in a variety of areas, with an emphasis in employment and labor matters. In May 2025, the City entered into an agreement (S26195211) with AALRR for a term of three-years in an amount not-to-exceed $255,000 for defense services in Santa Clara County Superior Court Case No. 21-CV-383740 Figueroa, et al. v. City of Palo Alto, et al.. Item 8 Item 8 Staff Report        Item 8: Staff Report Pg. 1  Packet Pg. 333 of 1140  While that agreement was within the City Attorney’s contract award authority, Council approval is required where the contract expenditures for the first year exceed $85,000, or for subsequent year, $85,000 plus any unexpended monies carried forward from a prior year. FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 8 Item 8 Staff Report        Item 8: Staff Report Pg. 2  Packet Pg. 334 of 1140  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Administrative Services Meeting Date: March 16, 2026 Report #:2601-5817 TITLE Accept the Single Audit Report audited by Macias Gini & O’Connell for the year ended June 30, 2025, Fiscal Year 2025; CEQA Status – Not a Project. RECOMMENDATION Office of the City Auditor and Staff recommend that the City Council accept the following audit reports for the fiscal year ended June 30, 2025, prepared by Macias Gini & O’Connell (“MGO”). These reports are collectively referred to as the Single Audit. 1. Independent Auditor’s Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements in Accordance with Government Auditing Standards. 2. Independent Auditor’s Report on Compliance for Each Major Federal Program; Report on Internal Control Over Compliance; and Report on the Schedule of Federal Awards Required by the Uniform Guidance. BACKGROUND At its December 2, 2025, meeting1 the Finance Committee reviewed and recommended that the Council accept the City of Palo Alto's audited financial statement for the fiscal year ended June 30, 2025, and accompanying reports provided by Macias Gini & O'Connell LLP. At that time, guidance necessary for the completion of the Single Audit had not yet been released by Federal Office of Management and Budget. The Single Audit report has since been 1 Finance Committee, December 2, 2025; Agenda Item #1; CMR #2510-5389, https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=84150&dbid=0&repo=PaloAlto&searchid=cbb6b9b 3-da43-4ce1-8bcf-0720eae7f541&cr=1 Item 9 Item 9 Staff Report        Item 9: Staff Report Pg. 1  Packet Pg. 335 of 1140  completed, thus the recommended action within this report. MGO reports the following within the Single Audit Report:  Unmodified (“clean”) opinions as it pertains to both the Financial Statements and to Federal Awards No material weaknesses or significant deficiencies in internal controls over financial reporting or over major programs  No findings or costs questioned 3, the City Council approved the following audit reports prepared by MGO: ANALYSIS FISCAL/RESOURCE IMPACT 3 City Council Meeting, December 15, 2025; Agenda Item #13; CMR #2511-5452 Item 9 Item 9 Staff Report        Item 9: Staff Report Pg. 2  Packet Pg. 336 of 1140  STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 9 Item 9 Staff Report        Item 9: Staff Report Pg. 3  Packet Pg. 337 of 1140  CITY OF PALO ALTO Single Audit Reports For the Year Ended June 30, 2025 Item 9 Attachment A - City of Palo Alto - Single Audit Report FY2025        Item 9: Staff Report Pg. 4  Packet Pg. 338 of 1140  CITY OF PALO ALTO Single Audit Reports For the Year Ended June 30, 2025 Table of Contents Page Independent Auditor’s Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards ............................................................. 1 Independent Auditor’s Report on Compliance For Each Major Federal Program; Report on Internal Control Over Compliance; and Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance .................................. 3 Schedule of Expenditures of Federal Awards ............................................................................................... 7 Notes to the Schedule of Expenditures of Federal Awards ........................................................................... 8 Schedule of Findings and Questioned Costs ................................................................................................. 9 Summary Schedule of Prior Audit Findings ............................................................................................... 10 Item 9 Attachment A - City of Palo Alto - Single Audit Report FY2025        Item 9: Staff Report Pg. 5  Packet Pg. 339 of 1140  www.mgocpa.com Macias Gini & O’Connell LLP 2121 N. California Boulevard, Suite 750 Walnut Creek, CA 94596 1 Independent Auditor’s Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards Honorable Mayor and Members of the City Council City of Palo Alto, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States (Government Auditing Standards), the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Palo Alto, California (City), as of and for the year ended June 30, 2025, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements, and have issued our report thereon dated October 31, 2025. Report on Internal Control Over Financial Reporting In planning and performing our audit of the financial statements, we considered the City’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified. Report on Compliance and Other Matters As part of obtaining reasonable assurance about whether the City’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Item 9 Attachment A - City of Palo Alto - Single Audit Report FY2025        Item 9: Staff Report Pg. 6  Packet Pg. 340 of 1140  2 Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Walnut Creek, California October 31, 2025 Item 9 Attachment A - City of Palo Alto - Single Audit Report FY2025        Item 9: Staff Report Pg. 7  Packet Pg. 341 of 1140  www.mgocpa.com Macias Gini & O’Connell LLP 2121 N. California Boulevard, Suite 750 Walnut Creek, CA 94596 3 Independent Auditor’s Report on Compliance for Each Major Federal Program; Report on Internal Control Over Compliance; and Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance Honorable Mayor and Members of the City Council City of Palo Alto, California Report on Compliance for Each Major Federal Program Opinion on Each Major Federal Program We have audited the City of Palo Alto, California’s (City) compliance with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on each of the City’s major federal programs for the year ended June 30, 2025. The City’s major federal programs are identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs. In our opinion, the City complied, in all material respects, with the compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2025. Basis for Opinion on Each Major Federal Program We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Audit Standards issued by the Comptroller General of the United States (Government Audit Standards); and the audit requirements of Title 2 U.S. Code of Federal Regulation Part 200, Uniform Administrative Requirements, Costs Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report. We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for each major federal program. Our audit does not provide a legal determination of the City’s compliance with the compliance requirements referred to above. Responsibilities of Management for Compliance Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules and provisions of contracts or grant agreements applicable to the City’s federal programs. Item 9 Attachment A - City of Palo Alto - Single Audit Report FY2025        Item 9: Staff Report Pg. 8  Packet Pg. 342 of 1140  4 Auditor’s Responsibilities for the Audit of Compliance Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the City’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the City’s compliance with requirements of each major federal program as a whole. In performing an audit in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance, we:  Exercise professional judgment and maintain professional skepticism throughout the audit.  Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the City’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances.  Obtain an understanding of the City’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion of the effectiveness of the City’s internal control over compliance. Accordingly, no such opinion is expressed. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit. Report on Internal Control Over Compliance A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance. Given these limitations, during our audit we did not Item 9 Attachment A - City of Palo Alto - Single Audit Report FY2025        Item 9: Staff Report Pg. 9  Packet Pg. 343 of 1140  5 identify any deficiencies in internal control over compliance that we consider to be material weaknesses as defined above. However, material weaknesses or significant deficiencies in internal control over compliance may exist that were not identified. Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance We have audited the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City, as of and for the year ended June 30, 2025, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements. We issued our report thereon dated October 31, 2025, which contained unmodified opinions on those financial statements. Our audit was performed for the purpose of forming opinions on the financial statements that collectively comprise the City’s basic financial statements. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by the Uniform Guidance and is not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedule of expenditures of federal awards is fairly stated, in all material respects, in relation to the basic financial statements as a whole. Walnut Creek, California February 12, 2026 Item 9 Attachment A - City of Palo Alto - Single Audit Report FY2025        Item 9: Staff Report Pg. 10  Packet Pg. 344 of 1140  6 The page intentionally left blank Item 9 Attachment A - City of Palo Alto - Single Audit Report FY2025        Item 9: Staff Report Pg. 11  Packet Pg. 345 of 1140  CITY OF PALO ALTO Schedule of Expenditures of Federal Awards For the Year Ended June 30, 2025 Grantor Assistance Identifying Listing Federal Subrecipients Grantor/Pass-Through Grantor/Federal Program Title Number Number Expenditures Expenditures U.S. Department of Housing and Urban Development Direct: CDBG - Entitlement Grants Cluster: Community Development Block Grants/Entitlement Grants Not Available 14.218 1,118,020$ 504,669$ COVID-19 - Community Development Block Grants/Entitlement Grants B-20-MW-06-0020 14.218 2,265 2,265 Subtotal - CDBG - Entitlement Grants Cluster 1,120,285 506,934 Total U.S. Department of Housing and Urban Development 1,120,285 506,934 U.S. Department of the Interior Direct: Water Recycling and Desalination Construction Programs R24AC00299-00 15.504 19,466 - Total U.S. Department of the Interior 19,466 - U.S. Department of Justice Direct: Bulletproof Vest Partnership Program Not Available 16.607 16,644 - Total U.S. Department of Justice 16,644 - U.S. Department of Transportation Direct: Airport Improvement Program, Infrastructure Investment and Jobs Act Programs, and COVID-19 Airports Programs 3-06-0182-022-2023 20.106 87,310 - Railroad Crossing Elimination 69A36524420450RCECA 20.327 255,747 - Natural Gas Distribution Infrastructure Safety and Modernization Grant Program 693JK3254000NGDI 20.708 179,472 - Safe Streets and Roads for All 693JJ3240117 20.939 49,474 - Pass-through from State of California Department of Transportation: Highway Planning and Construction 75LX335-00180000017 20.205 818,203 - Highway Planning and Construction BRLS-5100(017) 20.205 96,125 - Highway Planning and Construction 423000278 20.205 133,341 - Pass-through from Metropolitan Transportation Commission: Highway Planning and Construction Not Available 20.205 436,735 - Subtotal - Highway Planning and Construction 1,484,404 - Total U.S. Department of Transportation 2,056,407 - U.S. Environmental Protection Agency Pass-through from San Francisco Bay Water Quality Improvement Fund: Geographic Programs - San Francisco Bay Water Quality Improvement Fund 98T20101 66.126 166,429 - Total U.S. Environmental Protection Agency 166,429 - U.S. Department of Energy Direct: Energy Efficiency and Conservation Block Grant Program (EECBG) Not Available 81.128 75,539 - Total U.S. Department of Energy 75,539 - U.S. Department of Health and Human Services Direct: Congressional Directives H79FG000738 93.493 417,265 - Total U.S. Department of Health and Human Services 417,265 - U.S. Department of Homeland Security Direct: Staffing for Adequate Fire and Emergency Response (SAFER) EMW-2020-FF-01734 97.083 687,808 - Pass-through from California Governor's Office of Emergency Services CalOES: Disaster Grants - Public Assistance (Presidentially Declared Disasters) FEMA-4683-DR-CA 97.036 727,497 - Disaster Grants - Public Assistance (Presidentially Declared Disasters) FEMA-4699-DR-CA 97.036 280,683 - Subtotal - Disaster Grants - Public Assistance (Presidentially Declared Disasters)1,008,180 - Pass-through from the County of Santa Clara: Emergency Management Performance Grants EMF-2023-EP000006 97.042 19,411 - Total U.S. Department of Homeland Security 1,715,399 - TOTAL EXPENDITURES OF FEDERAL AWARDS 5,587,434$ 506,934$ See accompanying notes to the Schedule of Expenditures of Federal Awards. 7 Item 9 Attachment A - City of Palo Alto - Single Audit Report FY2025        Item 9: Staff Report Pg. 12  Packet Pg. 346 of 1140  CITY OF PALO ALTO Notes to the Schedule of Expenditures of Federal Awards For the Year Ended June 30, 2025 8 NOTE 1 – REPORTING ENTITY The Schedule of Expenditures of Federal Awards (the Schedule) includes expenditures of federal awards for the City of Palo Alto, California (City), and its component unit as disclosed in the notes to the basic financial statements. The information in the Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). NOTE 2 – BASIS OF ACCOUNTING Basis of accounting refers to when revenues and expenditures or expenses are recognized in the accounts and reported in the financial statements, regardless of measurement focus applied. The Schedule is presented using the modified accrual basis of accounting for program expenditures accounted for in governmental funds and the accrual basis of accounting for program expenditures accounted for in proprietary funds Expenditures of federal awards reported in the Schedule are recognized when incurred and all eligibility requirements have been met. Such expenditures are recognized following the cost principles contained in 2 CFR 200, Subpart E (Cost Principles), wherein certain types of expenditures are not allowable or are limited as to reimbursement. The City did not elect to use the 10% de minimis cost rate allowed under the Uniform Guidance. As a result of the COVID-19 pandemic, many new federal programs have been established and funding has been added to existing federal programs. Expenditures funded from the following acts are denoted by the prefix COVID-19 in the federal program title in the Schedule (as applicable): • Coronavirus Preparedness and Response Supplemental Appropriations Act • Families First Coronavirus Response Act • Coronavirus Aid, Relief, and Economic Security Act (CARES Act) • Coronavirus Response and Relief Supplemental Appropriations Act (CRRSAA) • American Rescue Plan Act (ARP) NOTE 3 – DIRECT AND INDIRECT (PASS-THROUGH) FEDERAL AWARDS Federal awards may be granted directly to the City by a federal granting agency or may be granted to other government agencies which pass-through federal awards to the City. The Schedule includes both of these types of federal award programs when related expenditures are incurred. NOTE 4 – RELATIONSHIP TO BASIC FINANCIAL STATEMENTS Expenditures of federal awards are reported in the City’s basic financial statements as expenditures in the governmental funds or as expenses/capital assets in the proprietary funds. Federal award expenditures agree or can be reconciled with the amounts reported in the City’s basic financial statements. Item 9 Attachment A - City of Palo Alto - Single Audit Report FY2025        Item 9: Staff Report Pg. 13  Packet Pg. 347 of 1140  CITY OF PALO ALTO Schedule of Findings and Questioned Costs For the Year Ended June 30, 2025 9 Section I Summary of Auditor’s Results Financial Statements Type of auditor’s report issued on whether the financial statements audited were prepared in accordance with U.S. GAAP: Unmodified Internal control over financial reporting:  Material weakness(es) identified? No  Significant deficiency(ies) identified? None reported Noncompliance material to the financial statements noted? No Federal Awards Internal control over major programs:  Material weakness(es) identified? No  Significant deficiency(ies) identified? None reported Type of auditor’s report issued on compliance for the major federal programs: Unmodified Any audit findings disclosed that are required to be reported in accordance with Uniform Guidance? No Identification of major federal programs: Assistance Listing Numbe s Name of Federal Program or Cluste 14.218 97.036 Community Development Block Grants / Entitlement Grants Disaster Grants – Public Assistance (Presidentially Declared Disasters) Dollar threshold used to distinguish between type A and type B programs: $750,000 Auditee qualified as a low-risk auditee? Yes Section II Financial Statements Findings None reported. Section III Federal Awards Findings and Questioned Costs None reported. Item 9 Attachment A - City of Palo Alto - Single Audit Report FY2025        Item 9: Staff Report Pg. 14  Packet Pg. 348 of 1140  CITY OF PALO ALTO Summary Schedule of Prior Audit Findings For the Year Ended June 30, 2025 10 No prior audit findings were reported. Item 9 Attachment A - City of Palo Alto - Single Audit Report FY2025        Item 9: Staff Report Pg. 15  Packet Pg. 349 of 1140  City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Public Works Meeting Date: March 16, 2026 Report #:2603-6091 TITLE Approval of Professional Services Contract No. C26194015 with Geosyntec Consultants, Inc. in an Amount Not to Exceed $795,965 for Design and Outreach Services for the City Park-Green Stormwater Infrastructure Project for the period of March 16, 2026 through March 31, 2028; CEQA Status – Exempt Pursuant to CEQA Guidelines Section 15306 RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Contract No. C26194015 with Geosyntec Consultants, Inc. for design and outreach services for the City Park-Green Stormwater Infrastructure Project (SD-22001) in the not-to-exceed amount of $795,965, including $659,968 for basic services and $135,997 for optional services. EXECUTIVE SUMMARY The recommended contract with Geosyntec Consultants, Inc. will initiate the design and community outreach phase for a Green Stormwater Infrastructure project at Juana Briones Park. This project will advance the City’s Green Stormwater Infrastructure Plan and help the City meet Municipal Regional Stormwater Permit requirements. This contract is partially funded by a U.S. Environmental Protection Agency (EPA) grant. BACKGROUND Green Stormwater Infrastructure (GSI) is engineered infrastructure designed into parcels and streets which mimics natural processes to filter and slow stormwater runoff from paved surfaces. GSI provides a pathway for rain and stormwater to infiltrate into soil, reduces and/or treats pollutants, and slows runoff flows discharged to the storm drain system. The City’s 2019 GSI Plan1 outlines the City’s vision to increase the amount of GSI on City parcels and in the public right-of-way. This Plan is required by the San Francisco Bay Municipal Regional 1 City of Palo Alto Green Stormwater Infrastructure webpage; www.paloalto.gov/gsi Item 10 Item 10 Staff Report        Item 10: Staff Report Pg. 1  Packet Pg. 350 of 1140  Stormwater Permit3 (MRP), which also requires development projects that exceed impervious surface thresholds to use GSI to mitigate stormwater quality impacts. In addition, the MRP requires that the City treat 3.92 acres of impervious surface by July 1, 2027. Thus far, the City has treated 14,730 square feet of impervious surface, or 8.6% of the required target. The proposed project supports the City in meeting this MRP requirement by treating approximately 6.6 acres of impervious surface, surpassing the requirement. The City will receive credit toward the MRP requirement for this project if its construction is funded and planned by the July 1, 2027 due date. The overage beyond the required 3.92 acres may be used to meet a future regulatory target or to offset stormwater treatment requirements through an alternate compliance approach for projects that have space constraints. The City of Palo Alto was awarded a grant in January 2021 from the U.S. Environmental Protection Agency’s (EPA) San Francisco Bay Water Quality Improvement Fund in the amount of $1,216,351 for the “Greening Stormwater Facilities for a Sustainable Community” project (Project) for the City4 and its Project partners. The grant provides water quality benefits through the construction of GSI and documentation of lessons learned that will inform future GSI design and maintenance practices. This Project also promotes GSI community engagement and education. The Geosyntec Consultants, Inc. contract will focus on Project Tasks 1 and 4 of the following four grant tasks: EPA Grant Task 1: designing and constructing GSI at one site in each of two cities – Palo Alto and Santa Clara. EPA Grant Task 2: developing a “Lessons Learned” document that provides guidance for managing GSI projects with multiple goals such as improving green spaces. The Lessons Learned document will also build on existing guidance and design specifications and document water quality benefits. EPA Grant Task 3: training grant partners on proper maintenance of GSI measures and producing a memorandum describing a framework for a (regional) GSI workforce development program. EPA Grant Task 4: educating and engaging local communities regarding Project co- benefits, stormwater quality, and stormwater and GSI maintenance. 3 Municipal Regional Stormwater NPDES Permit, 2022; https://www.waterboards.ca.gov/rwqcb2/board_decisions/adopted_orders/2022/R2-2022-0018.pdf 4 City Council, October 17, 2022; Agenda Item #5; SR #14463, https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=81947&dbid=0&repo=PaloAlto Item 10 Item 10 Staff Report Item 10: Staff Report Pg. 2 Packet Pg. 351 of 1140  The proposed Project location for Task 1 is Juana Briones Park (609 Maybell Avenue). The Project concept focuses on constructing a vegetated GSI measure in the portion of the park that has an existing “bowl-like” topography that receives water. The design will also improve the aesthetics of the park by installing plants and other features for sitting and enjoying the park (e.g., large boulders or other materials). The estimated drainage area is 14.8 acres, meaning that the Project, if constructed at this location, would receive and treat stormwater runoff from a 14.8 acre portion of the surrounding neighborhood. Of the 14.8 acres, 6.6 acres are impervious surface, which supports meeting the MRP requirement. ANALYSIS Item 10 Item 10 Staff Report        Item 10: Staff Report Pg. 3  Packet Pg. 352 of 1140  Table 1: Summary of RFP Process Proposal Description/Number Design and Outreach for a City Park-Green Stormwater Infrastructure Project / RFP 194015 Date of Solicitation Issued June 3, 2025 Pre-Proposal Meeting Date June 11, 2025 Date Solicitation Closed July 3, 2025 Proposed Length of Project 25 months Number of vendors notified through City’s eProcurement system 3,721 Total Days to Respond to Proposal 30 Number of Pre-Proposal Meeting Attendees at Mandatory Pre-Proposal Meeting 27 attendees from 17 firms Number of Proposals Received 3 Range of Proposal Amounts for Base Work With 10% Contingency $627,308-$764,422 Project Overview Under the recommended contract (Attachment A), Geosyntec will develop the engineering design and lead a community engagement process. The contract includes proposed conceptual and final designs for a GSI measure at Juana Briones Park, and construction bid documents, construction cost estimates, and community engagement during the design process. The community engagement process will include two public meetings that will be held during the design process, and three presentations to the PRC to review the conceptual design and public feedback. Once the Project’s 35% design is completed, staff will prepare a Park Improvement Ordinance for consideration by City Council before the design is further developed. The planned completion date for the design is May 2027. The EPA grant deadline for all tasks is September 30, 2028. If the proposed park location cannot be used due to public feedback or a physical constraint, the City may choose to investigate alternative locations through approval of Optional Services. A similar public process to be conducted for the proposed Juana Briones location would need to be conducted with the alternative proposed location. FISCAL/RESOURCE IMPACT The total cost of Contract No. C26194015 with Geosyntec Consultants, Inc. is $795,965, which includes $659,968 for basic services ($599,971 plus a 10% contingency) and $135,997 for optional services should an alternate park location require evaluation and design. A total of $400,000 from the U.S. Environmental Protection Agency (EPA) Water Quality Improvement Fund grant is available to support this contract. The remaining grant funds in the available grant budget are already allocated to other components of the larger EPA-funded Item 10 Item 10 Staff Report        Item 10: Staff Report Pg. 4  Packet Pg. 353 of 1140  project as described in Staff Report 14463.3 The balance of this contract cost, $395,965, will be funded by the remaining budget already allocated to this Capital Project (CIP SD-22001). At this time, no additional funding is required. If additional funding is required, it will be subject to the Council’s approval through the standard budget appropriation process. These expenses fall within the scope of the City’s ongoing stormwater and green infrastructure program and are consistent with planned expenditures for the current grant cycle. STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 10 Item 10 Staff Report        Item 10: Staff Report Pg. 5  Packet Pg. 354 of 1140  Professional Services Rev. Oct 16,2024 Page 1 of 40 CITY OF PALO ALTO CONTRACT NO. C26194015 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND GEOSYNTEC CONSULTANTS, INC. This Agreement for Professional Services (this “Agreement”) is entered into as of the 9th day of (the “Effective Date”) (“CITY”), and “” RECITALS “Project”) and desires to engage a consultant to “Services ” entitled “SCOPE OF SERVICES” SECTION 1. SCOPE OF SERVICES. CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, 1 entitled “PROFESSIONAL SERVICES TASK ORDER”. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 6  Packet Pg. 355 of 1140  Professional Services Rev. Oct 16,2024 Page 2 of 40 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 March 31, 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 Six Hundred Fifty-Nine Thousand Nine Hundred Sixty-Eight Dollars ($659,968). 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. Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of One Hundred Thirty-Five Thousand Nine Hundred Ninety-Seven Dollars ($135,997) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Seven Hundred Ninety-Five Thousand Nine Hundred Sixty-Five Dollars ($795,965), as detailed in Exhibit C. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 7  Packet Pg. 356 of 1140  Professional Services Rev. Oct 16,2024 Page 3 of 40 “Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized 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 maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional 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 to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. 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. 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. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 8  Packet Pg. 357 of 1140  Professional Services Rev. Oct 16,2024 Page 4 of 40 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 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. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 9  Packet Pg. 358 of 1140  Professional Services Rev. Oct 16,2024 Page 5 of 40 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: WRA Environmental Consultants, Inc. - Landscape Architecture and Public Outreach Towill, Inc. - Land Survey 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 Miguel Parames, PE, QSD/P 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 Pam Boyle Rodriguez, Public Works Department, Environmental Services Division, Palo Alto, CA, zipcode: 94303, Telephone: (650) 329-2421. 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 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. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 10  Packet Pg. 359 of 1140  Professional Services Rev. Oct 16,2024 Page 6 of 40 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. [Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall 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. [Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall 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 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. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 11  Packet Pg. 360 of 1140  Professional Services Rev. Oct 16,2024 Page 7 of 40 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. 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 Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 12  Packet Pg. 361 of 1140  Professional Services Rev. Oct 16,2024 Page 8 of 40 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. 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. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 13  Packet Pg. 362 of 1140  Professional Services Rev. Oct 16,2024 Page 9 of 40 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 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. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 14  Packet Pg. 363 of 1140  Professional Services Rev. Oct 16,2024 Page 10 of 40 (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). OR 26.1. This Project is subject to prevailing wages and related requirements as a “public works” under California Labor Code Sections 1720 et seq. and related regulations. CONSULTANT is required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY has obtained the general prevailing rate of per diem wages and the general rate for holiday and Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 15  Packet Pg. 364 of 1140  Professional Services Rev. Oct 16,2024 Page 11 of 40 overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the State of California Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to time. CONSULTANT shall comply with the requirements of Exhibit E, entitled “DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or maintenance, including but not limited to the obligations to register with, and furnish certified payroll records directly to, DIR. SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For 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 a 9204 Public Works Project and is required to comply with the claims procedures set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. OR 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 Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 16  Packet Pg. 365 of 1140  Professional Services Rev. Oct 16,2024 Page 12 of 40 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. 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. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 17  Packet Pg. 366 of 1140  Professional Services Rev. Oct 16,2024 Page 13 of 40 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 agreement. 29.10 This Agreement will be funded, at least in part, with grant funds from the United States Environmental Protection Agency (EPA). CONSULTANT must comply with all applicable requirements of the grant, including applicable requirements for non-federal entity contracts under federal awards as specified in 2 CFR Appendix II to Part 200. These include: a) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended— CONSULTANT must comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). b) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non- Federal award. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 18  Packet Pg. 367 of 1140  Professional Services Rev. Oct 16,2024 Page 14 of 40 c) In the performance of this contract, the CONSULTANT shall make maximum use of products containing recovered materials that are EPA-designated items unless the product cannot be acquired competitively within a timeframe providing for compliance with the contract performance schedule; meeting contract performance requirements; or at a reasonable price. Information about this requirement, along with the list of EPA-designated items, is available at EPA’s Comprehensive Procurement Guidelines webpage: https://www.epa.gov/smm/comprehensive-procurement-guideline- cpgprogram. The Contractor also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. d) Domestic Preference for Procurements: As appropriate, and to the extent consistent with law, the CONSULTANT should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause, “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer- based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. e) The contractor shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The contractor shall carry out applicable requirements of 40 CFR part 33 in the award and administration of contracts awarded under EPA financial assistance agreements. Failure by the contractor to carry out these requirements is a material breach of this contract which may result in the termination of this contract or other legally available remedies. 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 EXHIBIT E: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS EXHIBIT F: GRANT AGREEMENT BETWEEN CITY OF PALO ALTO AND U.S. EPA EXHIBIT G: U.S. EPA GENERAL TERMS AND CONDITIONS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 19  Packet Pg. 368 of 1140  Professional Services Rev. Oct 16,2024 Page 15 of 40 CONTRACT No. C26194015 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 GEOSYNTEC CONSULTANTS, INC. Officer 1 By: ________________________________ Name: ______________________________ Title: _______________________________ Officer 2 By: ________________________________ Name: ______________________________ Title: _______________________________ Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Christopher Wessel Senior Service Director Operations Vice President Lisa Van Tassell Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 20  Packet Pg. 369 of 1140  Professional Services Rev. Oct 16,2024 Page 16 of 40 EXHIBIT A SCOPE OF SERVICES BACKGROUND The City of Palo Alto was awarded a grant in January 2021 from the U.S. Environmental Protection Agency’s (EPA) San Francisco Bay Water Quality Improvement Fund in the amount of $1,216,351. The grant provides water quality benefits through construction of green stormwater infrastructure (GSI), supports continuous improvement in GSI construction and maintenance, and promotes community engagement and learning about GSI through four tasks: • EPA Grant Task 1: constructing GSI at one site in each of two cities – Palo Alto (Project) and Santa Clara. • EPA Grant Task 2: developing a “lessons learned” document that provides guidance for managing GSI projects with multiple goals such as improving green spaces and pedestrian safety in areas surrounding GSI. The Lessons Learned document will also build on existing guidance and design specifications and document water quality benefits. • EPA Grant Task 3: training grant partners on proper maintenance of GSI features and producing a memorandum describing a framework for a GSI work force development program. • EPA Grant Task 4: educating and engaging local communities, including students, regarding Project co-benefits, stormwater quality, and stormwater and GSI maintenance. This scope focuses on Tasks 1 and Task 4 to provide engineering design of GSI in a City park and associated public outreach and support for a Park Improvement Ordinance process. The tentative Project location is Juana Briones Park (609 Maybell Avenue) with parcel size and estimated tributary area of 4.6 ac and 14.8 ac, respectively. The preliminary plan is to divert flows from the storm drainpipe along Maybell Ave. to the tentative location. Overflows would be directed to the storm drain line on Arastradero Rd. The City anticipates a “stormwater park ” with minimal to no infrastructure at which park visitors could spend time during non-rainy periods. However, the design should be community-driven and meet the needs and interests of the park users. The ultimate location of the Project is dependent upon public feedback and passage of a City Park Improvement Ordinance. The City may choose through approval of Additional Services to investigate alternative locations through that have been previously evaluated. A similar public process that was conducted for the proposed Briones location would need to be conducted with the alternative proposed location. SCOPE SUMMARY The CONSULTANT shall support the City in designing a GSI Project in a City park. City staff from Watershed Protection will work closely with the CONSULTANT to provide in-house task assistance. Public Works Engineering staff will serve in an advisory role as needed. In addition to the preparation of the Project design and bid documents, the CONSULTANT will support City Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 21  Packet Pg. 370 of 1140  Professional Services Rev. Oct 16,2024 Page 17 of 40 staff through a thorough public process. The process will include two public meetings and three Parks and Recreation Commission (PRC) meetings. The PRC must recommend this Project 35% design) to City Council through a Parks Improvement Ordinance (PIO), and City Council must adopt the Ordinance before the Project can move forward to a more detailed design. Watershed Protection staff will assist obtaining internal feedback from key City staff, including Fire, Urban Forestry, Public Works Engineering, Public Works Public Services, and Community Services. CONSULTANT to provide one meeting seeking feedback during Task 2 from a list of staff provided by the City. Task 1: Kick-Off Meeting and Work Plan CONSULTANT shall: 1.1 Assist with agenda for Project Kick-off Meeting. 1.2 Support and attend a 2-hr Project Kick-Off Meeting with City staff and provide meeting notes for the City to review and approve. 1.3 Prepare a workplan for all contract tasks and obtain City’s approval of the work plan before performing the subsequent tasks. CONSULTANT will provide one round of review and consolidated comments of draft and final versions of Work Plan. Deliverables: 1. Kick-off agenda 2. Meeting notes 3. Draft workplan, including a task schedule 4. Final workplan, including a task schedule Task 2: Conceptual Engineering Design The CONSULTANT shall produce a conceptual engineering design for the Project, assuming it will be constructed at Juana Briones Park (see Additional Services of this Exhibit). The CONSULTANT shall include design of a pumping system if needed. The CONSULTANT shall plan a total of four site visits/meetings, three of which will be virtual. The fourth will be a site visit with City staff that may include a limited field survey. One meeting shall include preparation for the public meeting and for the PRC meeting and another should focus on seeking feedback from a variety of City staff across relevant groups. All data collected from the field shall be provided to the City for their records. CONSULTANT shall perform all necessary assessments and investigations to determine the existing conditions and propose recommendations to the City for the Project. The CONSULTANT shall conduct the following subtasks under Task 2. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 22  Packet Pg. 371 of 1140  Professional Services Rev. Oct 16,2024 Page 18 of 40 2.1 Contact and coordinate with all regulatory agencies that will affect the proposed work to determine applicable codes and ordinances. 2.2 Meet with City staff to obtain as-builts and additional information and input as needed. One (virtual) meeting will serve to obtain feedback from an array of staff across the City. 2.3 Obtain necessary field measurements to determine storm drain line elevations and other information needed to determine flow quantities and pumping needs. 2.4 Request necessary records from City Utilities Department. The purpose of the collection of utility information is to identify ownership of surface features that will be impacted by the work, and also to identify if there are any high-risk utilities within the Project limits that may be impacted by the work. 2.5 Prepare concept plans. The concept plans shall include preliminary site plan, design criteria and constraints, preliminary layouts and typical cross sections as necessary for presentation to the public meetings to obtain feedback and review by the City staff. Provide concept plans to the City in electronic format. 2.6 Prepare a Basis of Design Memo that will accompany the concept plan and summarize: • Design criteria and assumptions, including MRP Provision C.3.d sizing methodology • LID feasibility assessment per MRP Provision C.3.c • Regulatory considerations and permitting implications identified • Topographic and hydraulic constraints based on field data • Summary of input received from City staff and interdepartmental coordination • Construction and phasing considerations • Identification of potential construction constraints and phasing considerations, including: o Conflicts with existing utilities or surface features o Access limitations 2.7 Develop a preliminary cost estimate based on the conceptual design. Assumptions: 1. City will provide as-builts and other available data, including City-owned utility information 2. The concept plan will include a single layout plan based on direction from City staff 3. Up to four (4) 1-hour meetings with City staff, which will include three 1-hr virtual meetings and one 2-hr, in-person meeting. Deliverables: 1. Meeting notes for meetings and site visits with City staff identifying main points of agreement and action items 2. Draft conceptual engineering plans and sections, design criteria, calculations, and basis of design summary (PDF and AutoCAD) 3. Final conceptual engineering plans and sections, design criteria, calculations, and basis of design summary (PDF and AutoCAD) 4. Basis of Design memo (PDF) Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 23  Packet Pg. 372 of 1140  Professional Services Rev. Oct 16,2024 Page 19 of 40 5. Preliminary cost estimate (Excel and PDF) Task 3: 35% Engineering Design CONSULTANT shall provide a 35% engineering design of the Project. The CONSULTANT shall conduct one site visit and three virtual meetings with City staff. Once meeting shall include preparation for the public meeting, and one shall include preparation for the PRC meeting. When a conceptional engineering design has received feedback from the public and the PRC (see Tasks 4-5) that will allow the Project to Proceed, the CONSULTANT shall incorporate feedback into a 35% engineering design. CONSULTANT shall: 3.1 Conduct one site visit with City staff. 3.2 Perform a detailed topographic survey to support completion of the detailed design. 3.2 Develop site plan and cross sections showing existing and new grades, topography, location of trees, utilities, lights and other park structures, as applicable. Plans shall be in AutoCAD format. CONSULTANT shall provide two (2) hard copy sets and 22”x34” (ANSI D) size electronic copy of the topographic survey and 35% design plans. 3.3 Attend three, 2-hour virtual meetings with City staff and produce meeting notes. 3.4 Conduct necessary geotechnical investigation, including multiple CPTs and analysis. 3.5 Produce a 35% engineering design that has incorporated feedback from the public review of the conceptual (10%) design and includes a preliminary selection of materials and systems. 3.6 Develop Project schedule. Schedule shall include all needed times to complete all tasks, including City’s review times, permitting process, and construction period. 3.7 Update cost estimate based on 35% design. Deliverables: 1. Meeting notes for meetings and site visit with City staff identifying main points of agreement and action items 2. Geotechnical Report 3. Two (2) hard copy sets and 24”x36” electronic copies of the topographic survey and 35% design plans 4. Updated Basis of Design Memo and supporting calculations to include (Word or PDF): • Summary of design approach, and identification of design issues • Preliminary selections of materials and systems • Definition of the facility sufficient to identify all major elements required, and the verification of feasibility of the design; and a list of permit requirements 5. Specification outline (Word) Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 24  Packet Pg. 373 of 1140  Professional Services Rev. Oct 16,2024 Page 20 of 40 6. 35% engineering plans and calculations and geotechnical investigation results 7. Updated cost estimate (Excel) 8. Project schedule (PDF and MS Project) Task 4: Public Outreach The City intends to hold two public meetings: the first at conceptual design and the second at 35% design. Public meetings will be held in a hybrid format in which the CONSULTANT and City will host the meeting in person and the public may participate in person or virtually. The City’s public outreach process will include two press releases, one fact sheet, Project announcement post cards to surrounding residents and businesses for each of the two public meetings, email announcements (three) to existing City distribution lists , social media postings (four), and a Project webpage. CONSULTANT assistance will be needed to provide content for the press releases, fact sheet, post cards, email announcements, and the webpage (initial posting and updates). CONSULTANT design assistance will be needed for the fact sheet, postcards, and email announcements. The webpage will be part of the City web site and will be uploaded by City staff. City staff will also prepare content for and upload social media postings. Depending on the impact of the Project (e.g., if the public requests physical infrastructure as part of the Project), City staff may need to present the Project design to the Architectural Review Board (ARB). If needed, the ARB process would occur in parallel with requesting PIO recommendation from the Parks and Recreation Commission and CONSULTANT assistance may be requested in preparing materials. CONSULTANT shall: 4.1 Review applicable federal requirements for public outreach accessibility and nondiscrimination and ensure they are addressed throughout the outreach process. 4.2 Develop a draft and final outreach plan and schedule that complies with applicable codes, ordinances, and federal rules and regulations and per City input. The Public Outreach Plan will be developed in close coordination with City staff and will: • Establish goals and objectives • Provide a community profile identifying key stakeholders and summarizing Juana Briones Park’s surrounding community • Summarize how the plan meets applicable codes, ordinances, and federal rules and regulations for public outreach accessibility and nondiscrimination • Detail public outreach activities with roles and responsibilities • Provide a schedule of public outreach activities with key milestones 4.3 Attend two, 1-hr virtual meetings and produce meeting notes with City staff to obtain City input on the outreach plan and edit the outreach plan accordingly. One meeting will occur during the development of the Draft Public Outreach Plan, and one after the Draft Public Outreach Plan is delivered. Agendas and notes will be provided to the City. Following City review of the Draft Public Outreach Plan, the CONSULTANT will make one round of edits and deliver a Final Public Outreach Plan with a schedule. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 25  Packet Pg. 374 of 1140  Professional Services Rev. Oct 16,2024 Page 21 of 40 4.4 In parallel to working on the conceptual design, provide the following for Public Meeting #1: • Content for one press release • Content for one fact sheet • Content for one postcard announcement • Content for one email announcement • Content for Project webpage. Provide design assistance as needed for the postcard and fact sheet. 4.5 CONSULTANT will prepare for and participate in Public Meeting #1, which will occur after the completion of the conceptual design and before work commences on the 35% design. In the meeting, CONSULTANT will provide a brief summary of the project components, their locations, footprints, and reasoning for inclusion. If there are alternatives for certain components which would need to be selected prior to completing the 35% Design and require public feedback, these will be presented as well. The interdisciplinary design team will answer community questions relating to the major project design components, document and summarize all community input provided at the meeting, and propose design changes to the City before proceeding with developing the PRC Meeting #1 presentation or 35% Design. 4.6 In parallel to working on the 35% design, provide the following for Public Meeting #2: • Content for one press release • Content for one postcard announcement • Content for one email announcement • Updated content for Project webpage. The design templates used for Public Meeting #1 will be used. 4.5 CONSULTANT will prepare for and participate in Public Meeting #2, which will occur after the completion of the 35% design. In the meeting, CONSULTANT will present the 35% Design set to the community. CONSULTANT will pose a set of limited questions to the community to allow for community involvement and co-creation in the decision- making for the 65% design. This will include questions relating to the location and type of educational materials, aesthetic components such as fencing and landscaping, and community access (as appropriate). CONSULTANT will answer community questions relating to the major project design components, document and summarize all community input provided at the meeting, and propose design changes to the City before proceeding with developing the Parks and Recreation Commission (PRC) Meeting #2 presentation (see Task 5) or 65% Design. If public feedback indicates that the Project cannot proceed at Juana Briones Park, CONSULTANT shall produce a conceptual engineering design (Task 2) for the Project at one of four alternate locations previously identified by City and CONSULTANTS. Public outreach shall be conducted regarding this new location per the subtasks listed above. See Additional Services. Assumptions: • Two, 1-hour virtual meetings with the City for Public Outreach Plan development Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 26  Packet Pg. 375 of 1140  Professional Services Rev. Oct 16,2024 Page 22 of 40 • Up to two, 1-hour virtual meetings with the City for Public Meeting preparation • Two hybrid Public Meetings (CONSULTANT will attend in person) City staff will provide embedded comments on the Draft Public Outreach Plan (Word) one week after the draft is delivered • City will be responsible for distributing public outreach materials and setting up the project website Deliverables: 1. Draft outreach plan and schedule with summary of how the plan meets applicable codes, ordinances, and federal rules and regulations (Word) 2. Final outreach plan and schedule with summary of how the plan meets applicable codes, ordinances, and federal rules and regulations (Word and PDF) 3. Attendance, notes, outcome summaries, and photographs from two public meetings 4. Development of content of outreach materials associated with both Public Meetings (see Tasks 4.4 and 4.6). Design of postcard and fact sheet. Written summary of outreach outcomes from two public meetings, including public comments received in person and virtually Task 5: Park Improvement Ordinance Process and Updates to Parks and Recreation Commission City staff will attend up to three PRC meetings: the first at conceptual design, the second at 35% design for PIO recommendation, and the third at 65% design. After obtaining a PIO recommendation, City staff will request PIO adoption from the City Council before proceeding with the 65% design. City staff will seek assistance from the CONSULTANT in preparing presentations for the PRC meetings, and the CONSULTANT shall attend the PRC meetings virtually to respond to questions. CONSULTANT shall: 5.1 Provide PowerPoint presentations for each of the three PRC meetings. Presentations will provide an overview of the Project designs and a summary of the public feedback. 5.2 Attend three PRC meetings virtually to respond to technical questions, if needed. 5.3 In the event that the City presents the Project design to the Architectural Review Board (ARB), CONSULTANT will assist with preparing ARB meeting materials by making minor revisions to materials produced for Public Meetings (Task 4) and PRC Meetings. Assumptions: • Up to three, 30-minute virtual meetings with the City for PRC Meeting preparation • Up to three hybrid PRC Meetings (CONSULTANT will attend virtually) Deliverables: 1. Meeting agendas and notes from virtual meetings with City staff 2. Three presentations for three PRC meetings Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 27  Packet Pg. 376 of 1140  Professional Services Rev. Oct 16,2024 Page 23 of 40 Virtual attendance at three PRC meetings Task 6: 65% Design and Construction Documents Once the Park Improvement Ordinance is adopted by City Council, CONSULTANT shall prepare and provide the 65% design and construction documentation package. Plans shall conform to City’s Design Criteria. CONSULTANT shall: 6.1 Develop the 65% engineering design and construction documentation package for the City’s review. CONSULTANTS shall follow City’s design details and requirements from the Public Works and Utilities’ Departments and Parks and Recreation guidelines among other City required formats and regulations. CONSULTANT shall include a: Site Plan, Existing Conditions, Proposed Improvements, including but not limited to utilities design and landscaping, Traffic Control Plan, Details, and other pertinent information for the City to review and provide comments. The existing conditions site plan shall show fences, gates, pedestrian pathways, structures, property lines, trees, topographic survey, and existing utilities within the site and surrounding areas. Improvement plans will include major design components, including proposed storm drain improvements, proposed grading, proposed utilities or utility relocation, landscaping, and irrigation. If pumping is required to divert storm water from Maybell Avenue, a pump station improvement plan will be provided which includes mechanical, electrical, and instrumentation components. 6.3 Prepare draft technical specifications organized according to the Construction Specifications Institute (CSI) format (Divisions 00–33) to accompany the 65% design. Specifications are anticipated to include: • Division 00 and 01 General Requirements (provided by the City) • Draft sections for relevant Divisions (e.g., 02–33), including: Storm drain piping and structures • Earthwork and concrete • Landscape, signage, and irrigation systems • Utilities • GSI media, liners, and overflow elements • Pump system components (if applicable) 6.4 Prepare a detailed Engineer’s Opinion on Probable Construction Cost (OPCC) using updated quantities and information from the 65% Design Plans. The Project estimate shall be organized as an itemized list of bid items and be based upon current construction pricing and escalated to mid-point (or other as determined by City during design process) of construction. CONSULTANT shall review recent City and regional cost estimates and its own cost estimating resources and will provide assumptions and supporting documentation used to prepare the estimate. CONSULTANT will contact vendors, suppliers, and contractors as necessary to develop a cost estimate based on references and information from within the last three calendar years. Risks such as long lead time items, economic Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 28  Packet Pg. 377 of 1140  Professional Services Rev. Oct 16,2024 Page 24 of 40 trends (to the extent foreseeable), and bid and construction schedules among others will be noted in the cost estimate. 6.5 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates). The review will include a technical review of design calculations and drawings to verify conformance with City standards, consistency with MRP Provisions C.3.c and C.3.d, and constructability. Draft specifications will be cross - checked with design plans and cost estimates. A QC review log will be prepared to document reviewer, comments, and resolution. 6.6 Submit 65% design package to City staff for review. City will circulate the submittal package to internal City departments for review and comments. City to provide comments to CONSULTANT to be organized in a matrix. CONSULTANT to begin addressing comments from each reviewer prior to hosting the 65% design review meeting (2-hr length) with City staff. CONSULTANT to provide a response to comments matrix to City staff after each review cycle. Resolve comments and address unresolved comments regarding the 65% design. CONSULTANT shall be responsible for resolving comments from each commenter and shall identify to City any comments that cannot be resolved. CONSULTANT shall conduct a 65% comments review meeting with City to discuss comments on the submittal package, to identify any significant design issues, and gain concurrence as to how the submittal shall be revised as appropriate to incorporate City’s comments. 6.7 Provide 65% design package to a list of external stakeholders provided by City staff. CONSULTANT to obtain stakeholder comments and prepare written responses to all comments received. All redlined drawings shall be returned with CONSULTANT’S responses on the redlined drawings. 6.8 Attend five, one-hr bi-weekly meetings with City staff to facilitate coordination across City departments, provide design progress updates, discuss technical issue or design decisions, and track and resolve outstanding action items. CONSULTANT shall produce meeting notes with action items for all meetings. 6.9 Coordinate identification and marking of all utilities. Contact Underground Service Alert to mark all utilities locations. All potential utility conflicts shall be discussed with the City and coordinated with each respective utility agency to clear all conflicts. The Project plan shall clearly identify all existing utilities that will be and potentially be impacted during construction. Assumptions: • City will provide AutoCAD title block • City will provide standard construction details and technical specifications • City will coordinate other department invitees to the bi-weekly meetings • City will facilitate consolidation of comments from City departments to provide to CONSULTANT Deliverables: 1. 65% plans, specifications, and cost estimate 2. 65% design review meeting notes, response to comments matrix Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 29  Packet Pg. 378 of 1140  Professional Services Rev. Oct 16,2024 Page 25 of 40 3. Meeting notes from five meetings Task 7: 95% Construction Documents Following the submission of the 65% design documents and the subsequent design review meeting with City staff, the project will enter a formal design freeze. At this point, the design direction, layout, and major infrastructure elements will be considered fixed for the purposes of advancing to 95% and 100% construction documents. Any substantial changes requested by the City or other stakeholders after this milestone, including but not limited to changes in GSI footprint, diversion routing, utility alignments, or major grading modifications, will be considered a change in condition. Such changes may require additional scope, schedule adjustments, and/or budget modifications, and will be addressed through a formal change order process in coordination with the City. CONSULTANT will advance the 65% design into a 95% construction document package that will incorporate all feedback received from City staff during the 65% design review and will prepare the project for final design and bidding. CONSULTANT shall: 7.1 Prepare 95% construction documents and supporting information for the City’s review and approval that incorporates comments received during the 65% plan review period. Documents shall include: • Title sheets • General sheets • Construction details • Construction notes • Updated technical specifications to reflect 95% design • Modified sections to City standard specifications and supplementary conditions specifications to suit Project. Modified sections include, but not be limited to, general information, summary of work, measurement and payment for bid items, permitting and agency regulatory requirements, etc. • Assumptions and exclusions. 7.2 Prepare an updated engineering cost estimate and include any updated materials, quantities, and unit costs. 7.3 Prepare an updated Project schedule. 7.4 Provide final version of written response matrix to City’s comments on 65% PS&E (Plans, Specifications, and Engineer’s Cost Estimates). 7.5 Conduct a quality control (QC) review of design documents (i.e., Plans, Specifications, and Engineer’s Cost Estimates). Prepare a QC review log to document reviewer, comments, and respective resolutions. 7.6 Submit 95% design package to City staff for review. City will circulate the submittal package to internal City departments for review and comments. City to provide comments Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 30  Packet Pg. 379 of 1140  Professional Services Rev. Oct 16,2024 Page 26 of 40 to CONSULTANT to be organized in a matrix. CONSULTANT to address comments from each reviewer prior to hosting the 95% design review meeting with City staff. 7.7 Attend three, one-hr bi-weekly meetings with City staff to facilitate coordination across City departments, provide design progress updates, discuss technical issue or design decisions, and track and resolve outstanding action items. CONSULTANT shall produce meeting notes. 7.8 CONSULTANT shall facilitate a formal 2-hr, design review meeting following receipt of consolidated City comments on the 95% design package. CONSULTANT shall prepare a comprehensive response to comments table. Assumptions: • City will not provide additional comments after the 65% design review until the review of the 95% design plans. • City will coordinate City department invites to bi-weekly meetings. • City will provide consolidated comments from City departments prior to 95% design review meeting. • Geosyntec will plan, coordinate, schedule, attend meetings, and produce meeting notes with action items for all meetings with the City as deemed necessary to efficiently complete this phase in a timely manner. • Geosyntec will provide a written response matrix to City’s comments on 65% PS&E (Plans, Specifications, and Engineer’s Cost Estimates). • Geosyntec will conduct a quality control (QC) review of design documents (i.e., Plans, Specifications, and Engineer’s Cost Estimates). • A design freeze (i.e., City staff will not provide comments) will take place following the 65% PSE submittal. Deliverables: 1. 95% plans, specifications, and cost estimate 2. Updated project schedule 3. Quality control log for 95% design submittal 4. Written response matrix on 65% PS&E 5. Meeting notes from three bi-weekly meetings and 95% design review meeting 6. Required information for the City’s Project Specific Specification Book Task 8: 100% Construction/Bid Documents Based on City’s comments and direction on the 95% PS&E, CONSULTANT shall revise the 95% PS&E to produce the 100% PS&E, which will be included in the City’s bid solicitation package. CONSULTANT shall: 8.1 Prepare 100% construction documents, including plan specifications and supporting information, based on feedback regarding the 95% design provided by the City. Construction/bid documents to be stamped and signed by CONSULTANT’S Project Engineer. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 31  Packet Pg. 380 of 1140  Professional Services Rev. Oct 16,2024 Page 27 of 40 8.3 Prepare a final cost estimate with backups and justifications for unit pricing. 8.4 Prepare a final project schedule. 8.5 Provide written response matrix to City’s comments on 95% PS&E. 8.6 Provide list of potential bidders including company name, email address, contact number, and address of business. 8.7 Provide the 100% Design Submittal Package (plans, specifications, engineer’s cost estimate, and project bid and construction schedule) to City to ensure that all comments and issues have been rectified. After the 100% Design Submittal Package has been deemed acceptable, City staff will then submit the 100% Design Submittal Package to the Building Division and Fire Department for review and approval. Rectify any issues regarding the 100% Design Submittal Package identified by staff. CONSULTANT to resolve comments from other City departments. A meeting will be held with City staff to review the submittal. Assumptions: • City will coordinate review by City departments Deliverables: 1. 100% design plans, specifications, and cost estimate 2. Meeting notes from a meeting to resolve remaining comments (if meeting is held) 3. List of potential bidders 4. Written response matrix Task 9: Bid and Award Phase Assistance CONSULTANT shall assist the City during the bidding and award phase, answer questions from bidders, and help and prepare exhibits for addenda when needed. The City will provide the following assistance during the Bid and Construction phases: • Bid solicitation process: advertisement, bidders list, assistance in obtaining bid document review comments, and reproduction of copies of the bid and construction documents to contractors. • General and supplementary conditions and City’s boilerplate specifications (work hours, duration, truck routes, etc.). CONSULTANT is responsible for reviewing and verifying all supplied information. • Review of bids, identification of the responsible bidders, and preparation of the award construction contract. CONSULTANT shall: 9.1 Attend one Pre-bid Conference/Site Visit. 9.2 Spend up to 14 hours assisting the City with responses to bidders’ inquiries through the City’s Project Manager. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 32  Packet Pg. 381 of 1140  Professional Services Rev. Oct 16,2024 Page 28 of 40 9.3 Spend up to 14 hours assisting the City with addenda to the construction documents as needed to respond to bidder’s inquiries and clarify the intent of bid documents. 9.4 Spend up to 10 hours preparing Conformed Set of design (in PDF or other format if requested) Assumptions: • City will assemble and solicit all bid materials • City will coordinate, provide materials to bidders, and lead the Pre-bid Conference • CONSULTANT will provide all deliverables in PDF format via email • CONSULTANT to spend up to 14 hours assisting the City with responses to bidders’ inquiries • CONSULTANT to spend up to 14 hours assisting the City with addenda to the construction documents • CONSULTANT to spend up to 10 hours preparing Conformed Set of design Deliverables: 1. Written responses to bidder’s inquiries 2. Support information for addenda 3. Conformed Set Task 10: Compliance and Reporting CONSULTANT shall comply with the U.S. EPA Grant Agreement (Exhibit F), EPA General Terms and Conditions (Exhibit G), and federal contract requirements (Exhibit E). CONSULTANT shall provide quarterly progress reports for work conducted by the Geosyntec Team within 30 calendar days after the end of each Federal fiscal quarter. Quarterly progress reports will contain information required by the EPA Grant Agreement, including a discussion of activities conducted, progress towards milestones, problems encountered and their resolution, activities planned, financial accounting of costs incurred during the quarter, and cumulative project costs. Deliverables: Up to seven quarterly reports as required by the EPA Grant Agreement and General Terms and Conditions and the federal regulations cited therein (MS Word format) Task 11: Additional Services / Alternate Design at City of Palo Alto Request As detailed in Task 2, Juana Briones Park has been determined as the most feasible and beneficial location for the Project and the CONSULTANT will provide the conceptual engineering services for the Green Stormwater Infrastructure at Juana Briones Park. However, if public feedback at the conceptual engineering phase indicates that the Project cannot proceed at Juana Briones Park, the CONSULTANT shall produce a conceptual engineering design at one of four alternate locations Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 33  Packet Pg. 382 of 1140  Professional Services Rev. Oct 16,2024 Page 29 of 40 previously identified by CONSULTANT and City. City shall select the alternate site from this previously identified list within two weeks of Public Meeting #1. The location shall be pre- approved by the City. A similar public process would need to be conducted with the alternative proposed location. This optional service will also include development of a new project schedule. This optional conceptual engineering task can only be performed at City’s request and upon City’s approval. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 34  Packet Pg. 383 of 1140  Professional Services Rev. Oct 16,2024 Page 30 of 40 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 ___________________________________ I hereby acknowledge receipt and acceptance of 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: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 35  Packet Pg. 384 of 1140  Professional Services Rev. Oct 16,2024 Page 31 of 40 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY. Tasks Timeline 1. Kick-off Meeting and Work Plan March 2 - March 13, 2026 2. Conceptual (10%) Engineering Design March 9 - May 15 , 2026 3. 35% Engineering Design June 24 - September 22, 2026 4. Public Outreach 4.5 Public Meeting #1 4.7 Public Meeting #2 March 16 – October 27, 2026 May 27, 2026 October 7, 2026 5. Park Improvement Ordinance Process and Updates to Parks and Recreation Commission 5.2 PRC Meeting #1 PRC Meeting #2 PRC Meeting #3 June 23, 2026 - March 23, 2027 June 23, 2026 October 27, 2026 March 23, 2027 6. 65% Engineering Design and Construction Documents November 17, 2026 - March 23, 2027 7. 95% Construction Documents March 24 - June 7, 2027 8. 100% Construction Documents June 8 - July 19, 2027 9. Bid and Award Phase Assistance July 20 - October 11, 2027 10. Compliance and Reporting April 29, 2026 – October 11, 2027 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: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 36  Packet Pg. 385 of 1140  Professional Services Rev. Oct 16,2024 Page 32 of 40 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth 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. BUDGET SCHEDULE TASK NOT TO EXCEED AMOUNT Task 1 (Kick-off Meeting and Work Plan) $12,805 Task 2 (Conceptual (10%) Engineering Design) $62,572 Task 3 (35% Engineering Design) $145,774 Task 4 (Public Outreach) $42,140 Task 5 (Park Improvement Ordinance Process and Updates to Parks and Recreation Commission) $18,480 Task 6 (65% Engineering Design and Construction Documents) $148,803 Task 7 (95% Construction Documents) $97,243 Task 8 (100% Construction Documents) $37,103 Task 9 (Bid and Award Phase Assistance) $21,672 Task 10 (Compliance and Reporting) $13,379 Sub-total for Services $599,971 Reimbursable Expenses (if any) $0 Total for Services and Reimbursable Expenses $599,971 10% Contingency $59,997 Total including Contingency $659,968 Task 11: Additional Services / Alternate Design at City of Palo Alto Request (if any, per Section 4) $135,997 Maximum Total Compensation $795,965 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 Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 37  Packet Pg. 386 of 1140  Professional Services Rev. Oct 16,2024 Page 33 of 40 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. A. Travel outside the San Francisco Bay Area, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost. All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 38  Packet Pg. 387 of 1140  Professional Services Rev. Oct 16,2024 Page 34 of 40 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: Geosyntec Consultants Position/Job Title Hourly Rates Staff Professional …………………………$181 Senior Staff Professional ………………….$206 Professional ……………………………….$234 Project Professional ……………………….$262 Senior Professional ………………………..$294 Principal …………………………………...$320 Senior Principal ……………………………$340 Technician I ………………………………..$99 Technician II ………………………………$109 Senior Technician I ………………………..$119 Senior Technician II ……………………….$129 Site Manager I ……………………………..$140 Site Manager II ……………………………$160 Construction Manager I ……………………$170 Construction Manager II ……………………$186 Senior Designer ……………………………$222 Designer ……………………………………$186 Senior Drafter/Senior CADD Operator ……$170 Drafter/CADD Operator/Artist …………….$155 Project Administrator ………………………$101 Clerical ……………………………………..$83 WRA Environmental Consultants Position/Job Title Hourly Rates Director/Principal ......................................... $313 Senior Associate .......................................... $272 Associate ...................................................... $229 Senior Scientist............................................. $209 Scientist ........................................................ $192 Senior Technician ......................................... $165 Technician .................................................... $136 Landscape Design Sr Associate Landscape Architect ............... $272 Associate Landscape Architect ................... $229 Landscape Architect .................................... $209 Landscape Designer III ................................ $192 Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 39  Packet Pg. 388 of 1140  Professional Services Rev. Oct 16,2024 Page 35 of 40 Landscape Designer II ................................. $165 Landscape Designer I .................................. $144 Environmental Planning Environmental Planning Director .................$313 Senior Environmental Planner ......................$289 Sr Associate Environmental Planner ............$272 Associate Environmental Planner .................$229 Environmental Planner II ..............................$209 Environmental Planner I ...............................$192 Assistant Environmental Planner II ..............$165 Assistant Environmental Planner .................$144 Conservation Strategies Conservation Strategies Sr Project Mgr. ......$289 Conservation Strategies Sr Associate ..........$272 Conservation Strategies Associate ...............$246 Conservation Strategies Sr Scientist ............$219 Conservation Strategies Scientist ................$197 Conservation Strategies Sr Technician ........$177 Conservation Strategies Technician .............$154 Engineering Senior Engineer ...........................................$289 Sr Associate Engineer ..................................$281 Associate Engineer .......................................$246 Engineer II / Geomorphologist II .................$219 Engineer I / Geomorphologist I ....................$197 Assistant Engineer II ....................................$177 Assistant Engineer .......................................$154 GIS Mapping & Analysis GIS Manager ...............................................$272 GIS Professional III ....................................$219 GIS Professional II .....................................$209 GIS Professional ........................................$192 GIS Sr Technician ......................................$165 GIS Technician...........................................$144 Field Specialists Senior Field Technician .............................$192 Field Technician ........................................$144 Compliance Monitoring (OT = Rate x 1.5) Senior Project Biologist .............................$134 Project Biologist ........................................$112 Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 40  Packet Pg. 389 of 1140  Professional Services Rev. Oct 16,2024 Page 36 of 40 Grant Cultivation & Administration Community Resilience Team ....................$90-202 Clerical Support .........................................$100 Expert Witness ...........................................Rate x 1.5 Towill Surveying Position/Job Title Hourly Rates Principal Land Surveyor …………………..$267.00 Geomatics Principal Manager……………..$267.00 Senior Land Surveyor ……………………..$257.00 Senior Project Manager ……………………$257.00 Survey Project Manager…………………....$225.00 Project Surveyor …………………………...$190.00 Associate Surveyor ………………………...$175.00 Survey Technician (Office) ………….…….$149.00 CADD Technician …………………………$115.00 Project Safety Specialist / Coordinator ……$150.00 Project Coordinator ………………………..$99.00 Project Assistant …………………………...$80.00 Prevailing Wage Invoicing Rates by Field Survey Crew Classifications One-Person …………………………………$190.00 Two-Person ………………………………....$340.00 Three-Person ……………………………….$470.00 Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 41  Packet Pg. 390 of 1140  Professional Services Rev. Oct 16,2024 Page 37 of 40 EXHIBIT D INSURANCE REQUIREMENTS CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT 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 WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 42  Packet Pg. 391 of 1140  Professional Services Rev. Oct 16,2024 Page 38 of 40 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL: PURCHASINGSUPPORT@PALOALTO.GOV Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 43  Packet Pg. 392 of 1140  Professional Services Rev. Oct 16,2024 Page 39 of 40 EXHIBIT E DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONSULTANT and its listed subcontractors, if any, to comply with all applicable requirements of the California Labor Code including but not limited to Labor Code Sections 1720 through 1861, and all applicable related regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. This Exhibit E applies in addition to the provisions of Section 26 (Prevailing Wages and DIR Registration for Public Works Contracts) of the Agreement. CITY provides notice to CONSULTANT of the requirements of California Labor Code Section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” This Project is subject to compliance monitoring and enforcement by DIR. All contractors must be registered with DIR per Labor Code Section 1725.5 in order to submit a bid. All subcontractors must also be registered with DIR. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with DIR. Additional information regarding public works and prevailing wage requirements is available on the DIR web site (see e.g. http://www.dir.ca.gov) as amended from time to time. CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is required to post all job site notices prescribed by law or regulation. CONSULTANT shall furnish certified payroll records directly to the Labor Commissioner (DIR) in accordance with Subchapter 3, Title 8 of the California Code of Regulations Section 16461 (8 CCR Section 16461). CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of Labor Code Section 1776, including but not limited to: Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 44  Packet Pg. 393 of 1140  Professional Services Rev. Oct 16,2024 Page 40 of 40 diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONSULTANT and its listed subcontractors, in connection with the Project. The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONSULTANT and its listed subcontractors, respectively. At the request of CITY, acting by its Project Manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the CITY Project Manager within ten (10) days of receipt of CITY’s request. CITY requests CONSULTANT and its listed subcontractors to submit the certified payroll records to CITY’s Project Manager at the end of each week during the Project. If the certified payroll records are not provided as required within the 10-day period, then CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONSULTANT. Inform CITY’s Project Manager of the location of CONSULTANT’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to CITY’s Project Manager within five (5) business days of any change of location of those payroll records. Eight (8) hours labor constitutes a legal day’s work. CONSULTANT shall forfeit as a penalty to CITY, $25.00 for each worker employed in the execution of the Agreement by CONSULTANT or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular, Sections 1810 through 1815 thereof, except that work performed by employees of CONSULTANT or any subcontractor in excess of eight (8) hours per day, or forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day, or forty (40) hours per week, at not less than one and one-half (1&1/2) times the basic rate of pay, as provided in Section 1815. CONSULTANT shall secure the payment of workers’ compensation to its employees as provided in Labor Code Sections 1860 and 3700 (Labor Code 1861). CONSULTANT shall sign and file with the CITY a statutorily prescribed statement acknowledging its obligation to secure the payment of workers’ compensation to its employees before beginning work (Labor Code 1861). CONSULTANT shall post job site notices per regulation (Labor Code 1771.4(a)(2)). CONSULTANT shall comply with the statutory requirements regarding employment of apprentices including without limitation Labor Code Section 1777.5. The statutory provisions will be enforced for penalties for failure to pay prevailing wages and for failure to comply with wage and hour laws. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 45  Packet Pg. 394 of 1140  W9 - 98T20101 - 0 Page 1 RECIPIENT TYPE:Send Payment Request to: Municipal Contact EPA RTPFC at: rtpfc-grants@epa.gov RECIPIENT:PAYEE: 98T20101GRANT NUMBER (FAIN): W9 PAYMENT METHOD: ASAP DATE OF AWARD MAILING DATE ACH# 10/04/2021 PEND U.S. ENVIRONMENTAL PROTECTION AGENCY Grant Agreement MODIFICATION NUMBER: PROGRAM CODE:09/27/2021 TYPE OF ACTION New 0 EIN: City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 94-6000389 250 Hamilton Avenue City of Palo Alto Palo Alto, CA 94301 PROJECT MANAGER EPA PROJECT OFFICER EPA GRANT SPECIALIST Pamela Boyle Rodriguez Erica Yelensky Danielle Carr 2501 Embarcadero Way 75 Hawthorne Street, WTR-2-2 Grants Branch, MSD-6 Palo Alto, CA 94303 San Francisco, CA 94105 75 Hawthorne Street pamela.boylerodriguez@cityofpaloalto.orgE-Mail:San Francisco, CA 94105E-Mail:yelensky.erica@epa.gov 650-329-2421Phone:Phone:E-Mail:415-972-3021 carr.danielle@epa.gov Phone:415-972-3871 The project will provide water quality benefits by constructing green stormwater infrastructure (GSI) retrofits at two existing parking lots in Palo Alto and Santa Clara, CA. Additionally, the Project will develop a Guidebook for Greener Parking Facility Design and a certified workforce training framework for GSI maintenance, and provide community outreach and maintenance by trained partners and city staff. Anticipated deliverables include training materials, a quality assurance Project plan, quarterly reports, and as built drawings. Expected outcomes include providing an average of 282,000 gallons per year of stormwater retention and treating 13.4-20 mg/year of PCBs, 18-25 mg/year of Hg, and 1.9-2.8 million particles per year of microplastics. The intended beneficiaries include the cities of Palo Alto and Santa Clara California and improved water quality in San Francisco Bay. This assistance agreement provides full federal funding in the amount of $1,216,351.00. SAN FRANCISCO BAY AREA WATER QUALITY IMPROVEMENT FUND PROJECT TITLE AND DESCRIPTION $2,432,703.00 TOTAL PROJECT PERIOD COSTBUDGET PERIOD 10/01/2021 - 12/31/2025 $2,432,703.0010/01/2021 - 12/31/2025 TOTAL BUDGET PERIOD COSTPROJECT PERIOD NOTICE OF AWARD Based on your Application dated 05/13/2020 including all modifications and amendments, the United States acting by and through the US Environmental Protection Agency (EPA) hereby awards $1,216,351.00. EPA agrees to cost-share 50.00% of all approved budget period costs incurred, up to and not exceeding total federal funding of $1,216,351.00. Recipient's signature is not required on this agreement. The recipient demonstrates its commitment to carry out this award by either: 1) drawing down funds within 21 days after the EPA award or amendment mailing date; or 2) not filing a notice of disagreement with the award terms and conditions within 21 days after the EPA award or amendment mailing date. If the recipient disagrees with the terms and conditions specified in this award, the authorized representative of the recipient must furnish a notice of disagreement to the EPA Award Official within 21 days after the EPA award or amendment mailing date. In case of disagreement, and until the disagreement is resolved, the recipient should not draw down on the funds provided by this award/amendment, and any costs incurred by the recipient are at its own risk. This agreement is subject to applicable EPA regulatory and statutory provisions, all terms and conditions of this agreement and any attachments. U.S. EPA, Region 9 Grants Branch, MSD-6 San Francisco, CA 94105 75 Hawthorne Street San Francisco, CA 94105 THE UNITED STATES OF AMERICA BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY ISSUING OFFICE (GRANTS MANAGEMENT OFFICE) ORGANIZATION / ADDRESS 75 Hawthorne Street AWARD APPROVAL OFFICE ORGANIZATION / ADDRESS 09/27/2021 DATECarolyn Truong - Grants Management Officer U.S. EPA, Region 9, Water Division, WTR-1 R9 - Region 9 Digital signature applied by EPA Award Official EXHIBIT F U.S. EPA GRANT AGREEMENT WITH CITY OF PALO ALTO Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 46  Packet Pg. 395 of 1140  W9 - 98T20101 - 0 Page 2 EPA Funding Information FUNDS FORMER AWARD THIS ACTION AMENDED TOTAL $0 $1,216,351EPA Amount This Action $1,216,351 $0 $0EPA In-Kind Amount $0 $0 $0Unexpended Prior Year Balance $0 $0 $0Other Federal Funds $0 $0 $1,216,352Recipient Contribution $1,216,352 $0 $0State Contribution $0 $0 $0Local Contribution $0 $0 $0Other Contribution $0 $0 $2,432,703Allowable Project Cost $2,432,703 Clean Water Act: Sec. 32066.126 - San Francisco Bay Water Quality Improvement Fund Statutory Authority Regulatory AuthorityAssistance Program (CFDA) 2 CFR 200, 2 CFR 1500 and 40 CFR 33 Fiscal Site Name Req No FY Approp. Code Budget Oganization PRC Object Class Site/Project Cost Organization Obligation / Deobligation - $1,216,351-4158000BK409L2B21222109W32011- $1,216,351 Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 47  Packet Pg. 396 of 1140  W9 - 98T20101 - 0 Page 3 Total Approved Allowable Budget Period Cost Budget Summary Page $939,814 $1,216,351 $2,432,703 $1,216,351 $0 $0 $0 $10,686 $1,028,666 Table A - Object Class Category (Non-Construction) $0 $446,366 $7,171 $1,216,351 $2,432,703 $0 1. Personnel 2. Fringe Benefits 3. Travel 4. Equipment 5. Supplies 6. Contractual 7. Construction 11. Total (Share: Recipient ______ % Federal ______ %) 8. Other 9. Total Direct Charges 12. Total Approved Assistance Amount 13. Program Income 14. Total EPA Amount Awarded This Action 15. Total EPA Amount Awarded To Date 10. Indirect Costs: 0.00 % Base 50.0050.00 Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 48  Packet Pg. 397 of 1140  W9 - 98T20101 - 0 Page 4 Administrative Conditions General Terms and Conditions The recipient agrees to comply with the current EPA general terms and conditions available at: https://www.epa.gov/grants/epa-general-terms-and-conditions-effective-november-12-2020-or-later. These terms and conditions are in addition to the assurances and certifications made as a part of the award and the terms, conditions, or restrictions cited throughout the award. The EPA repository for the general terms and conditions by year can be found at: https://www.epa.gov/grants/grant-terms- and-conditions#general. A. Federal Financial Reporting (FFR) For awards with cumulative project and budget periods greater than 12 months, the recipient will submit an annual FFR (SF 425) covering the period from "project/budget period start date" to September 30 of each calendar year to the EPA Finance Center in Research Triangle Park, NC.  The annual FFR will be submitted electronically to rtpfc-grants@epa.gov no later than December 30 of the same calendar year.  (NOTE: The grantee must submit the Final FFR to rtpfc-grants@epa.gov within 120 days after the end of the project period.) B. Procurement The recipient will ensure all procurement transactions will be conducted in a manner providing full and open competition consistent with 2 CFR Part 200.319.  In accordance 2 CFR Part 200.324 the grantee and subgrantee(s) must perform a cost or price analysis in connection with applicable procurement actions, including contract modifications. State recipients must follow procurement procedures as outlined in 2 CFR Part 200.317. C. MBE/WBE Reporting, 40 CFR, Part 33, Subpart E (EPA Form 5700-52A) The recipient agrees to submit a “MBE/WBE Utilization Under Federal Grants and Cooperative Agreements” report (EPA Form 5700-52A) annually for the duration of the project period. The current EPA Form 5700-52A with instructions can be found at https://www.epa.gov/grants/epa-form-5700-52a-united-states-environmental-protection-agency-minority-business This provision represents an approved exception from the MBE/WBE reporting requirements as described in 40 CFR Section 33.502. Reporting is required for assistance agreements where funds are budgeted for procuring construction, equipment, services and supplies (including funds budgeted for direct procurement by the recipient or procurement under subawards or loans in the “Other” category) with a cumulative total that exceed the Simplified Acquisition Threshold (SAT) currently, set at $250,000 (the dollar threshold will be automatically revised whenever the SAT is adjusted; See 2 CFR Section 200.1), including amendments and/or modifications. When reporting is required, all procurement actions are reportable, not just the portion which exceeds the SAT. Recipients with expended and/or budgeted funds for procurement are required to report annually whether the planned procurements take place during the reporting period or not. If no budgeted procurements take place during the reporting period, the recipient should check the box in section 5B when completing the form. When completing the annual report, recipients are instructed to check the box titled “annual” in section 1B of the form. For Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 49  Packet Pg. 398 of 1140  W9 - 98T20101 - 0 Page 5 the final report, recipients are instructed to check the box indicated for the “last report” of the project in section 1B of the form.  For section 2B, the Region 9 EPA DBA Coordinator is Fareed Ali, email: GrantsRegion9@epa.gov, phone: 415-972- 3665. The annual reports are due by October 30th of each calendar year and the final report is due within 120 days after the end of the project period, whichever comes first.  The recipient will submit the MBE/WBE report(s) and/or questions to GrantsRegion9@epa.gov and the EPA Grants Specialist identified on page 1 of the award document. D. Indirect Costs The Cost Principles under 2 CFR Part 200, Subpart E apply to this award.  Since there are no indirect costs included in the assistance budget, they are not allowable under this Assistance Agreement. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 50  Packet Pg. 399 of 1140  W9 - 98T20101 - 0 Page 6 Programmatic Conditions a.]  Performance Reporting and Final Performance Report The recipient shall submit submit quarterly progress reports to the EPA Project Officer within 30 calendar days after the end of each Federal fiscal quarter (January 31, April 30, July 31, and October 31).The progress reports should include: - a discussion of the activities conducted during the two quarters (including a comparison of actual accomplishments with the anticipated outputs and outcomes specified in the workplan), - progress towards milestones, - problems encountered with achieving outputs and outcomes, and their resolution, - activities planned for the next two quarters, - a financial accounting of costs incurred during the reporting period, - cumulative project costs (EPA and match amounts) since the beginning of the project, by task, and - identification of any special EPA assistance needed, and an explanation of any cost overruns. The recipient will notify the EPA Project Officer if something materially impairs their ability to complete the tasks and deliver the products, outputs and outcomes identified in the workplan.  Within 120 days of the end of the project period, the recipient must submit 1 hardcopy of the final report, documenting project activities over the entire project period and the recipient's achievements with respect to the project's purposes and objectives. The final report must also be submitted electronically (by Email) to the EPA Project Officer. Subaward Reporting The recipient must report on its subaward monitoring activities under 2 CFR 200.331(d).  Examples of items that must be reported if the pass-through entity has the information available are: 1. Summaries of results of reviews of financial and programmatic reports. 2. Summaries of findings from site visits and/or desk reviews to ensure effective subrecipient performance. 3. Environmental results the subrecipient achieved. 4. Summaries of audit findings and related pass-through entity management decisions. 5. Actions the pass-through entity has taken to correct deficiencies such as those specified at 2 CFR 200.331(e), 2 CFR 200.207 and the 2 CFR Part 200.338 Remedies for Noncompliance. b.]  Grant Source Recognition The recipient should publicly acknowledge the US EPA San Francisco Bay Water Quality Improvement Fund as the funding vehicle for the projects when the grantee is asked by public entities, federal agencies or state and local agencies about the projects and on-going results. c.]  Competency of Organizations Generating Environmental Measurement Data In accordance with Agency Policy Directive Number FEM-2012-02, Policy to Assure the Competency of Organizations Generating Environmental Measurement Data under Agency-Funded Assistance Agreements, recipient agrees, by entering into this agreement, that it has demonstrated competency prior to award, or alternatively, where a pre-award demonstration of competency is not practicable, the recipient agrees to demonstrate competency prior to carrying out any activities under the award involving the generation or use of environmental data. The recipient shall maintain competency for the duration of the agreement’s period of performance, and this will be documented during the annual reporting process.  A copy of the Policy is available online at http://www.epa.gov/fem/lab_comp.htm, or a copy may also be requested by contacting the EPA project officer for this award. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 51  Packet Pg. 400 of 1140  W9 - 98T20101 - 0 Page 7 d.]  Quality Assurance Project Plan In accordance with 2 CFR 1500.11, the recipient must develop and implement quality assurance and quality control procedures, specifications and documentation that are sufficient to produce data of adequate quality to meet project objectives. Recipients implementing environmental programs within the scope of the assistance agreement must submit to the EPA Project Officer an approvable Quality Assurance Project Plan (QAPP) at least 60 days prior to the initiating of data collection or data compilation. The Quality Assurance Project Plan (QAPP) is the document that provides comprehensive details about the quality assurance, quality control, and technical activities that must be implemented to ensure that project objectives are met. Environmental programs include direct measurements or data generation, environmental modeling, compilation of date from literature or electronic media, and data supporting the design, construction, and operation of environmental technology.  The QAPP should be prepared in accordance with EPA QA/R-5: EPA Requirements for Quality Assurance Project Plans. No environmental data collection or data compilation may occur until the QAPP is approved by the EPA Project Officer and Quality Assurance Regional Manager. When the recipient is delegating the responsibility for an environmental data collection or data compilation activity to another organization, the EPA Regional Quality Assurance Manager may allow the recipient to review and approve that organization's QAPP. Additional information on these requirements can be found at the EPA Office of Grants and Debarment Web Site:  https://www.epa.gov/grants/implementation-quality-assurance-requirements-organizations-receivingepafinancial e.]  Cybersecurity (a) The recipient agrees that when collecting and managing environmental data under this assistance agreement, it will protect the data by following all State or Tribal law cybersecurity requirements as applicable. (b)(1) EPA must ensure that any connections between the recipient’s network or information system and EPA networks used by the recipient to transfer data under this agreement, are secure. For purposes of this Section, a connection is defined as a dedicated persistent interface between an Agency IT system and an external IT system for the purpose of transferring information. Transitory, user-controlled connections such as website browsing are excluded from this definition. If the recipient’s connections as defined above do not go through the Environmental Information Exchange Network or EPA’s Central Data Exchange, the recipient agrees to contact the EPA Project Officer (PO) no later than 90 days after the date of this award and work with the designated Regional/Headquarters Information Security Officer to ensure that the connections meet EPA security requirements, including entering into Interconnection Service Agreements as appropriate. This condition does not apply to manual entry of data by the recipient into systems operated and used by EPA’s regulatory programs for the submission of reporting and/or compliance data. (b)(2) The recipient agrees that any subawards it makes under this agreement will require the subrecipient to comply with the requirements in (b)(1) if the subrecipient’s network or information system is connected to EPA networks to transfer data to the Agency using systems other than the Environmental Information Exchange Network or EPA’s Central Data Exchange. The recipient will be in compliance with this condition: by including this requirement in subaward agreements; and during subrecipient monitoring deemed necessary by the recipient under 2 CFR 200.332(d), by inquiring whether the subrecipient has contacted the EPA Project Officer. Nothing in this condition requires the recipient to contact the EPA Project Officer on behalf of a subrecipient or to be involved in the negotiation of an Interconnection Service Agreement between the subrecipient and EPA. ***** END OF DOCUMENT ***** Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 52  Packet Pg. 401 of 1140  Page 1 of 29 EXHIBIT G U.S. EPA GENERAL TERMS AND CONDITIONS EFFECTIVE NOVEMBER 12, 2020 1.Introduction (a)The recipient and any sub-recipient must comply with the applicable EPA general terms and conditions outlined below. These terms and conditions are in addition to the assurances and certifications made as part of the award and terms, conditions, and restrictions reflected on the official assistance award document. Recipients must review their official award document for additional administrative and programmatic requirements. Failure to comply with the general terms and conditions outlined below and those directly reflected on the official assistance award document may result in enforcement actions as outlined in 2 CFR 200.339 and 200.340. (b)If the EPA General Terms and Conditions have been revised, EPA will update the terms and conditions when it provides additional funding (incremental or supplemental) prior to the end of the period of performance of this agreement. The recipient must comply with the revised terms and conditions after the effective date of the EPA action that leads to the revision. Revised terms and conditions do not apply to the recipient’s expenditures of EPA funds or activities the recipient carries out prior to the effective date of the EPA action. EPA will inform the recipient of revised terms and conditions in the action adding additional funds. 2.Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards This award is subject to the requirements of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards; Title 2 CFR, Parts 200 and 1500. 2 CFR 1500.1, Adoption of 2 CFR Part 200, states Environmental Protection Agency adopts the Office of Management and Budget (OMB) guidance Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards to Non- Federal Entities (subparts A through F of 2 CFR Part 200), as supplemented by 2 CFR Part 1500, as the Environmental Protection Agency (EPA) policies and procedures for financial assistance administration. 2 CFR Part 1500 satisfies the requirements of 2 CFR 200.110(a) and gives regulatory effect to the OMB guidance as supplemented by 2 CFR Part 1500. This award is also subject to applicable requirements contained in EPA programmatic regulations located in 40 CFR Chapter 1 Subchapter B. 2.1. Effective Date and Incremental or Supplemental Funding. Consistent with the OMB Frequently Asked Questions at https://cfo.gov/cofar on Effective Date and Incremental Funding, any new funding through an amendment (supplemental or incremental) on or after December 26, 2014, and any unobligated balances (defined at 2 CFR 200.1) remaining on the award at the time of the amendment, will be subject to the requirements of the Uniform Administrative Requirements, Cost Principles and Audit Requirements (2 CFR Parts 200 and 1500). 3.Termination Consistent with 2 CFR 200.340, EPA may unilaterally terminate this award in whole or in part: a. if a recipient fails to comply with the terms and conditions of the award including statutory or regulatory requirements; or b. if the award no longer effectuates the program goals or agency priorities. Situations in which EPA may terminate an award under this provision include when: (i) EPA obtains evidence that was not considered in making the award that reveals that specific award objective(s) are ineffective at achieving program goals and EPA determines that it is in the government’s interest to terminate the award; Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 53  Packet Pg. 402 of 1140  Page 2 of 29 (ii) EPA obtains evidence that was not considered in making the award that causes EPA to significantly question the feasibility of the intended objective(s) of the award and EPA determines that it is in the government’s interest to terminate the award; (iii) EPA determines that the objectives of the award are no longer consistent with funding priorities for achieving program goals. Financial Information 4. Reimbursement Limitation EPA's financial obligations to the recipient are limited by the amount of federal funding awarded to date as reflected on the award document. If the recipient incurs costs in anticipation of receiving additional funds from EPA, it does so at its own risk. See 2 CFR 1500.9. 5. Automated Standard Application Payments (ASAP) and Proper Payment Draw Down Electronic Payments. Recipients must be enrolled or enroll in the Automated Standard Application for Payments (ASAP) system to receive payments under EPA financial assistance agreements unless: • EPA grants a recipient-specific exception or the assistance program has received a waiver from this requirement; • The recipient is exempt from this requirement under 31 CFR 208.4; or, • The recipient is a fellowship recipient pursuant to 40 CFR Part 46. EPA will not make payments to recipients until the ASAP enrollment requirement is met unless the recipients fall under one of the above categories. Recipients may request exceptions using the procedures below but only EPA programs may obtain waivers. To enroll in ASAP, complete the ASAP Initiate Enrollment form located at: https://www.epa.gov/financial/forms and email it to rtpfc-grants@epa.gov or mail it to: US Environmental Protection Agency RTP-Finance Center (Mail Code AA216-01) 4930 Page Rd. Durham, NC 27711 Under this payment mechanism, the recipient initiates an electronic payment request online via ASAP, which is approved or rejected based on the amount of available funds authorized by EPA in the recipient’s ASAP account. Approved payments are credited to the account at the financial institution of the recipient organization set up by the recipient during the ASAP enrollment process. Additional information concerning ASAP and enrollment can be obtained by contacting the EPA Research Triangle Park Finance Center (RTPFC), at rtpfc-grants@epa.gov or 919-541-5347, or by visiting: https://www.fiscal.treasury.gov/asap/. EPA will grant exceptions to the ASAP enrollment requirement only in situations in which the recipient demonstrates to EPA that receiving payment via ASAP places an undue administrative or financial management burden on the recipient or EPA determines that granting the waiver is in the public interest. Recipients may request an exception to the requirement by following the procedures specified in RAIN-2018-G06-R. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 54  Packet Pg. 403 of 1140  Page 3 of 29 Proper Payment Drawdown (for recipients other than states) a. As required by 2 CFR 200.305(b), the recipient must draw funds from ASAP only for the minimum amounts needed for actual and immediate cash requirements to pay employees, contractors, subrecipients or to satisfy other obligations for allowable costs under this assistance agreement. The timing and amounts of the drawdowns must be as close as administratively feasible to actual disbursements of EPA funds. Disbursement within 5 business days of drawdown will comply with this requirement and the recipient agrees to meet this standard when performing this award. b. Recipients may not retain more than 5% of the amount drawn down, or $1,000 whichever is less, 5 business days after drawdown to materially comply with the standard. Any EPA funds subject to this paragraph that remain undisbursed after 5 business days must be fully disbursed within 15 business days of draw down or be returned to EPA. c. If the recipient draws down EPA funds in excess of that allowed by paragraph b., the recipient must contact rtpfc-grants@epa.gov for instructions on whether to return the funds to EPA. Recipients must comply with the requirements at 2 CFR 200.305(b)(8) and (9) regarding depositing advances of Federal funds in interest bearing accounts. d. Information on how to repay EPA via check is available at https://www.epa.gov/financial/makepayment. Instructions on how to return funds to EPA electronically via ASAP are available at https://www.fiscal.treasury.gov/asap/ e. Failure on the part of the recipient to materially comply with this condition may, in addition to EPA recovery of the un-disbursed portions of the drawn down funds, lead to changing the payment method from advance payment to a reimbursable basis. EPA may also take other remedies for noncompliance under 2 CFR 200.208 and/or 2 CFR 200.339. f. If the recipient believes that there are extraordinary circumstances that prevent it from complying with the 5- business day disbursement requirement throughout the performance period of this agreement, recipients may request an exception to the requirement by following the procedures specified in RAIN-2018-G06-R. EPA will grant exceptions to the 5-business day disbursement requirement only if the recipient demonstrates that compliance places an undue administrative or financial management burden or EPA determines that granting the exception is in the public interest. Selected Items of Cost 6. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment This term and condition implements 2 CFR 200.216 and is effective for obligations and expenditures of EPA financial assistance funding on or after 8/13/2020. As required by 2 CFR 200.216, EPA recipients and subrecipients, including borrowers under EPA funded revolving loan fund programs, are prohibited from obligating or expending loan or grant funds to procure or obtain; extend or renew a contract to procure or obtain; or enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities). Recipients, subrecipients, and borrowers also may not use EPA funds to purchase: a. For the purpose of public safety, security of government facilities, physical security surveillance of critical Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 55  Packet Pg. 404 of 1140  Page 4 of 29 infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities). b. Telecommunications or video surveillance services provided by such entities or using such equipment. c. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. Consistent with 2 CFR 200.471, costs incurred for telecommunications and video surveillance services or equipment such as phones, internet, video surveillance, and cloud servers are allowable except for the following circumstances: a. Obligating or expending EPA funds for covered telecommunications and video surveillance services or equipment or services as described in 2 CFR 200.216 to: (1) Procure or obtain, extend or renew a contract to procure or obtain; (2) Enter into a contract (or extend or renew a contract) to procure; or (3) Obtain the equipment, services, or systems. Certain prohibited equipment, systems, or services, including equipment, systems, or services produced or provided by entities identified in section 889, are recorded in the System for Award Management exclusion list. 7. Consultant Cap EPA participation in the salary rate (excluding overhead) paid to individual consultants retained by recipients or by a recipient's contractors or subcontractors shall be limited to the maximum daily rate for a Level IV of the Executive Schedule, available at: https://www.opm.gov/policy-data-oversight/pay-leave/salaries-wages/, to be adjusted annually. This limit applies to consultation services of designated individuals with specialized skills who are paid at a daily or hourly rate. This rate does not include transportation and subsistence costs for travel performed (the recipient will pay these in accordance with their normal travel reimbursement practices). Subagreements with firms for services which are awarded using the procurement requirements in Subpart D of 2 CFR Part 200 are not affected by this limitation unless the terms of the contract provide the recipient with responsibility for the selection, direction and control of the individuals who will be providing services under the contract at an hourly or daily rate of compensation. See 2 CFR 1500.10. 8. Establishing and Managing Subawards If the recipient chooses to pass funds from this assistance agreement to other entities, the recipient must comply with applicable provisions of 2 CFR Part 200 and the EPA Subaward Policy, which may be found at: https://wcms.epa.gov/grants/grants-policy-issuance-gpi-16-01-epa-subaward-policy-epa-assistance- agreement-recipients. As a pass-through entity, the recipient agrees to: 1. Be responsible for selecting subrecipients and as appropriate conducting subaward competitions using a system for properly differentiating between subrecipients and procurement contractors under the standards at 2 CFR 200.331 and EPA’s supplemental guidance in Appendix A of the EPA Subaward Policy. (a) For-profit organizations and individual consultants, in almost all cases, are not eligible Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 56  Packet Pg. 405 of 1140  Page 5 of 29 subrecipients under EPA financial assistance programs and the pass-through entity must obtain prior written approval from EPA’s Award Official for subawards to these entities unless the EPA- approved budget and work plan for this agreement contain a precise description of such subawards. (b) Stipends and travel assistance for trainees (including interns) and similar individuals who are not are not employees of the pass-through entity must be classified as participant support costs rather than subawards as provided in 2 CFR 200.1 Participant support costs, 2 CFR 200.1 Subaward, and EPA’s Guidance on Participant Support Costs. (c) Subsidies, rebates and similar payments to participants in EPA funded programs to encourage environmental stewardship are also classified as Participant support costs as provided in 2 CFR 1500.1 and EPA’s Guidance on Participant Support Costs. 2. Establish and follow a system that ensures all subaward agreements are in writing and contain all of the elements required by 2 CFR 200.332(a). EPA has developed a template for subaward agreements that is available in Appendix D of the EPA Subaward Policy. 3. Prior to making subawards, ensure that each subrecipient has a “unique entity identifier.” This identifier is required for registering in the System for Award Management (SAM) and by 2 CFR Part 25 and 2 CFR 200.332(a)(1). The unique entity identifier currently is the subrecipient’s Data Universal Numbering System (DUNS) number. Information regarding obtaining a DUNS number and registering in SAM is available in the General Condition of the pass-through entity’s agreement with EPA entitled “Central Contractor Registration/System for Award Management and Universal Identifier Requirements” T&C of the pass- through entity’s agreement with the EPA. 4. Ensure that subrecipients are aware that they are subject to the same requirements as those that apply to the pass-through entity’s EPA award as required by 2 CFR 200.332(a)(2). These requirements include, among others: (a) Title VI of the Civil Rights Act and other Federal statutes and regulations prohibiting discrimination in Federal financial assistance programs, as applicable. (b) Reporting Subawards and Executive Compensation under Federal Funding Accountability and Transparency Act (FFATA) set forth in the General Condition pass- through entity’s agreement with EPA entitled “Reporting Subawards and Executive Compensation.” (c) Limitations on individual consultant fees as set forth in 2 CFR 1500.10 and the General Condition of the pass-through entity’s agreement with EPA entitled “Consultant Fee Cap.” (d) EPA’s prohibition on paying management fees as set forth in General Condition of the pass-through entity’s agreement with EPA entitled “Management Fees.” (e) The Procurement Standards in 2 CFR Part 200 including those requiring competition when the subrecipient acquires goods and services from contractors (including consultants). EPA provides general information on other statutes, regulations and Executive Orders on the Grants internet site at www.epa.gov/grants. Many Federal requirements are agreement or program specific and EPA encourages pass-through entities to review the terms of their assistance agreement carefully and Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 57  Packet Pg. 406 of 1140  Page 6 of 29 consult with their EPA Project Officer for advice if necessary. 5. Ensure, for states and other public recipients, that subawards are not conditioned in a manner that would disadvantage applicants for subawards based on their religious character. 6. Establish and follow a system for evaluating subrecipient risks of noncompliance with Federal statutes, regulations and the terms and conditions of the subaward as required by 2 CFR 200.332(b) and document the evaluation. Risk factors may include: Prior experience with same or similar subawards; (a) Results of previous audits; (b) Whether new or substantially changed personnel or systems, and; (c) Extent and results of Federal awarding agency or the pass-through entity’s monitoring. 7. Establish and follow a process for deciding whether to impose additional requirements on subrecipients based on risk factors as required by 2 CFR 200.332(c). Examples of additional requirements authorized by 2 CFR 200.208 include: (a) Requiring payments as reimbursements rather than advance payments; (b) Withholding authority to proceed to the next phase until receipt of evidence of acceptable performance within a given period of performance; (c) Requiring additional, more detailed financial reports; (d) Requiring additional project monitoring; (e) Requiring the non-Federal entity to obtain technical or management assistance, and (f) Establishing additional prior approvals. 8. Establish and follow a system for monitoring subrecipient performance that includes the elements required by 2 CFR 200.331(d) and report the results of the monitoring in performance reports as provided in the reporting terms and conditions of this agreement. 9. Establish and maintain an accounting system which ensures compliance with the $25,000 limitation at 2 CFR 200.1, Modified Total Direct Costs, if applicable, on including subaward costs in Modified Total Direct Costs for the purposes of distributing indirect costs. Recipients with Federally approved indirect cost rates that use a different basis for distributing indirect costs to subawards must comply with their Indirect Cost Rate Agreement. 10. Work with EPA’s Project Officer to obtain the written consent of EPA’s Office of International and Tribal Affairs (OITA), prior to awarding a subaward to a foreign or international organization, or a subaward to be performed in a foreign country even if that subaward is described in a proposed scope of work. 11. Obtain written approval from EPA’s Award Official for any subawards that are not Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 58  Packet Pg. 407 of 1140  Page 7 of 29 described in the approved work plan in accordance with 2 CFR 200.308. 12. Obtain the written approval of EPA’s Award Official prior to awarding a subaward to an individual if the EPA-approved scope of work does not include a description of subawards to individuals. 13. Establish and follow written procedures under 2 CFR 200.302(b)(7) for determining that subaward costs are allowable in accordance with 2 CFR Part 200, Subpart E and the terms and conditions of this award. These procedures may provide for allowability determinations on a pre-award basis, through ongoing monitoring of costs that subrecipients incur, or a combination of both approaches provided the pass-through entity documents its determinations. 14. Establish and maintain a system under 2 CFR 200.332(d)(3) and 2 CFR 200.521 for issuing management decisions for audits of subrecipients that relate to Federal awards. However, the recipient remains accountable to EPA for ensuring that unallowable subaward costs initially paid by EPA are reimbursed or mitigated through offset with allowable costs whether the recipient recovers those costs from the subrecipient or not. 15. As provided in 2 CFR 200.333, pass-through entities must obtain EPA approval to make fixed amount subawards. EPA is restricting the use of fixed amount subawards to a limited number of situations that are authorized in official EPA pilot projects. Recipients should consult with their EPA Project Officer regarding the status of these pilot projects. By accepting this award, the recipient is certifying that it either has systems in place to comply with the requirements described in Items 1 through 14 above or will refrain from making subawards until the systems are designed and implemented. 9. Management Fees Management fees or similar charges in excess of the direct costs and approved indirect rates are not allowable. The term "management fees or similar charges" refers to expenses added to the direct costs in order to accumulate and reserve funds for ongoing business expenses; unforeseen liabilities; or for other similar costs which are not allowable under this assistance agreement. Management fees or similar charges may not be used to improve or expand the project funded under this agreement, except to the extent authorized as a direct cost of carrying out the scope of work. 10. Federal Employee Costs The recipient understands that none of the funds for this project (including funds contributed by the recipient as cost sharing) may be used to pay for the travel of Federal employees or for other costs associated with Federal participation in this project unless a Federal agency will be providing services to the recipient as authorized by a Federal statute. 11. Foreign Travel EPA policy requires that all foreign travel must be approved by its Office of International and Tribal Affairs. The recipient agrees to obtain prior EPA approval before using funds available under this agreement for international travel unless the trip(s) are already described in the EPA approved budget for this agreement. Foreign travel includes trips to Mexico and Canada but does not include trips to Puerto Rico, the U.S. Territories or possessions. Recipients that request post-award approval to travel frequently to Mexico and Canada by motor vehicle (e.g. for sampling or meetings) may describe their proposed travel in general terms in their request for EPA approval. Requests for prior approval must be submitted to the Project Officer for this agreement. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 59  Packet Pg. 408 of 1140  Page 8 of 29 12. The Fly America Act and Foreign Travel The recipient understands that all foreign travel funded under this assistance agreement must comply with the Fly America Act. All travel must be on U.S. air carriers certified under 49 U.S.C. Section 40118, to the extent that service by such carriers is available even if foreign air carrier costs are less than the American air carrier. 13. Combating Race and Sex Stereotyping (Added December 9, 2020) By accepting this award, the recipient certifies that no federal funds awarded, or funds used to satisfy a cost share requirement, for this assistance agreement will be used to promote the concepts (including by conducting research premised upon these concepts) identified in Section 5 of the Executive Order on Combating Race and Sex Stereotyping issued on September 22, 2020. Reporting and Additional Post-Award Requirements 14. System for Award Management and Universal Identifier Requirements 14.1. Requirement for System for Award Management (SAM) Unless exempted from this requirement under 2 CFR 25.110, the recipient must maintain current information in the SAM. This includes information on the recipient’s immediate and highest level owner and subsidiaries, as well as on all the recipient’s predecessors that have been awarded a Federal contract or Federal financial assistance within the last three years, if applicable, until the submittal of the final financial report required under this award or receipt of the final payment, whichever is later. This requires that the recipient reviews and updates the information at least annually after the initial registration, and more frequently if required by changes in the information or another award term. 14.2. Requirement for Unique Entity Identifier. If the recipient is authorized to make subawards under this award, the recipient: a. Must notify potential subrecipients that no entity (see definition in paragraph 14.3 of this award term) may receive a subaward unless the entity has provided its Unique Entity Identifier. b. May not make a subaward to an entity unless the entity has provided its Unique Entity Identifier. Subrecipients are not required to obtain an active SAM registration, but must obtain a Unique Entity Identifier. 14.3. Definitions. For the purposes of this award term: a. System for Award Management (SAM) means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the SAM Internet site: https://www.sam.gov/SAM/. b. Unique Entity Identifier means the identifier assigned by SAM to uniquely identify business entities. c. Entity includes non-Federal entities as defined at 2 CFR 200.1 and also includes all of the following: 14.3.c.1. A foreign organization; 14.3.c.2. A foreign public entity; 14.3.c.3. A domestic for-profit organization; and 14.3.c.4. A domestic or foreign for-profit organization; and 14.3.c.5. A Federal agency. d. Subaward is defined at 2 CFR 200.1. e. Subrecipient is defined at 2 CFR 200.1. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 60  Packet Pg. 409 of 1140  Page 9 of 29 15. Reporting Subawards and Executive Compensation 15.1. Reporting of first-tier subawards. a. Applicability. Unless the recipient is exempt as provided in paragraph 15.4. of this award term, the recipient must report each action that obligates $30,000 or more in Federal funds for a subaward to a non-Federal entity or Federal agency (see definitions in paragraph 15.5 of this award term). b. Where and when to report. (1) The recipient must report each obligating action described in paragraph 15.1.a of this award term to www.fsrs.gov. (2) For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on any date during the month of November of a given year, the obligation must be reported by no later than December 31 of that year.) c. What to report. The recipient must report the information about each obligating action as described in the submission instructions available at: http://www.fsrs.gov. 15.2. Reporting Total Compensation of Recipient Executives. a. Applicability and what to report. The recipient must report total compensation for each of their five most highly compensated executives for the preceding completed fiscal year, if: 15.2.a.1. the total Federal funding authorized to date under this award is $30,000 or more; 15.2.a.2. in the preceding fiscal year, the recipient received: (i.) 80 percent or more of their annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); (ii.) and $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and 15.2.a.3. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at: http:// www.sec.gov/answers/execomp.htm. ) b. Where and when to report. The recipient must report executive total compensation described in paragraph 15.2.a of this award term: (i.) As part of the registration Central System for Award Management profile available at https://www.sam.gov/SAM/ (ii.) By the end of the month following the month in which this award is made, and annually thereafter. 15.3. Reporting of Total Compensation of Subrecipient Executives. a. Applicability and what to report. Unless exempt as provided in paragraph 15.4. of this award term, for each first-tier non-Federal entity subrecipient under this award, the recipient shall report the names and total compensation of each of the subrecipient’s five most highly compensated executives for the subrecipient’s preceding completed fiscal year, if: 15.3.a.1. in the subrecipient's preceding fiscal year, the subrecipient received: (i.) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (ii.) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and 15.3.a.2. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 61  Packet Pg. 410 of 1140  Page 10 of 29 Exchange Commission total compensation filings at: http://www.sec.gov/answers/execomp.htm.) b. Where and when to report. The recipient must report subrecipient executive total compensation described in paragraph 15.3.a. of this award term: 15.3.b.1. To the recipient. 15.3.b.2. By the end of the month following the month during which the recipient makes the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), the recipient must report any required compensation information of the subrecipient by November 30 of that year. 15.4. Exemptions a. If, in the previous tax year, the recipient had gross income, from all sources, under $300,000, the recipient is exempt from the requirements to report: 15.4.a.1. (i) subawards, and (ii) the total compensation of the five most highly compensated executives of any subrecipient. 15.5. Definitions. For purposes of this award term: a. Federal agency means a Federal agency as defined at 5 U.S.C. 551(1) and further clarified by 5 U.S.C 552(f). b. Non-Federal entity means all of the following, as defined in 2 CFR Part 25: (i.) A Governmental organization, which is a State, local government, or Indian tribe; (ii.) A foreign public entity; (iii.) A domestic or foreign nonprofit organization; and (iv.) A domestic or foreign for-profit organization. c. Executive means officers, managing partners, or any other employees in management positions. d. Subaward: 15.5.d.1. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient. 15.5.d.2. The term does not include procurement of property and services needed to carry out the project or program (for further explanation, see 2 CFR 200.331). 15.5.d.3. A subaward may be provided through any legal agreement, including an agreement that the recipient or a subrecipient considers a contract. e. Subrecipient means a non-Federal entity or Federal agency that: 15.5.e.1. Receives a subaward from the recipient under this award; and 15.5.e.2. Is accountable to the recipient for the use of the Federal funds provided by the subaward. f. Total compensation means the cash and noncash dollar value earned by the executive during the recipient’s or subrecipient’s preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)): 15.5.f.1. Salary and bonus. 15.5.f.2. Awards of stock, stock options and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. 15.5.f.3. Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. 15.5.f.4. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. 15.5.f.5. Above-market earnings on deferred compensation which is not tax-qualified. 15.5.f.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 62  Packet Pg. 411 of 1140  Page 11 of 29 16. Recipient Integrity and Performance Matters - Reporting of Matters Related to Recipient Integrity and Performance 16.1. General Reporting Requirement If the total value of your currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then you as the recipient during that period of time must maintain the currency of information reported to the System for Award Management (SAM) that is made available in the designated integrity and performance system (currently the Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil, criminal, or administrative proceedings described in paragraph 2 of this award term and condition. This is a statutory requirement under section 872 of Public Law 110- 417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all information posted in the designated integrity and performance system on or after April 15, 2011, except past performance reviews required for Federal procurement contracts, will be publicly available. 16.2. Proceedings About Which You Must Report Submit the information required about each proceeding that: a. Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the Federal Government; b. Reached its final disposition during the most recent five-year period; and c. Is one of the following: 16.2.c.1. A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of this award term and condition; 16.2.c.2. A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more; 16.2.c.3. An administrative proceeding, as defined in paragraph 5. of this award term and condition, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000; or 16.2.c.4. Any other criminal, civil, or administrative proceeding if: 16.2.c.4.1. It could have led to an outcome described in paragraph 16.2.c.1, 16.2.c.2, or 16.2.c.3 of this award term and condition; 16.2.c.4.2. It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and 16.2.c.4.3. The requirement in this award term and condition to disclose information about the proceeding does not conflict with applicable laws and regulations. 16.3. Reporting Procedures Enter in the SAM Entity Management area the information that SAM requires about each proceeding described in paragraph 2 of this award term and condition. You do not need to submit the information a second time under assistance awards that you received if you already provided the information through SAM because you were required to do so under Federal procurement contracts that you were awarded. 16.4. Reporting Frequency During any period of time when you are subject to the requirement in paragraph 16.1 of this award term and condition, you must report proceedings information through SAM for the most recent five year period, either to report new information about any proceeding(s) that you have not reported previously or affirm that there is no new information to report. Recipients that have Federal contract, grant, and cooperative agreement awards with a cumulative total value greater than $10,000,000 must disclose semiannually any information about the criminal, civil, and administrative proceedings. 16.5. Definitions For purposes of this award term and condition: a. Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 63  Packet Pg. 412 of 1140  Page 12 of 29 Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include audits, site visits, corrective plans, or inspection of deliverables. b. Conviction, for purposes of this award term and condition, means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere. c. Total value of currently active grants, cooperative agreements, and procurement contracts includes— 16.5.c.1. Only the Federal share of the funding under any Federal award with a recipient cost share or match; and 16.5.c.2. The value of all expected funding increments under a Federal award and options, even if not yet exercised. 17. Federal Financial Reporting (FFR) Pursuant to 2 CFR 200.328 and 2 CFR 200.344, EPA recipients must submit the Federal Financial Report (SF-425) at least annually and no more frequently than quarterly. EPA’s standard reporting frequency is annual unless an EPA Region has included an additional term and condition specifying greater reporting frequency within this award document. EPA recipients must submit the SF-425 no later than 30 calendar days after the end of each specified reporting period for quarterly and semi-annual reports and 90 calendar days for annual reports. Final reports are due no later than 120 calendar days after the end date of the period of performance of the award Extension of reporting due dates may be approved by EPA when requested and justified by the recipient. The FFR form is available on the internet at: https://www.epa.gov/financial/forms. All FFRs must be submitted to the Research Triangle Park Finance Center (RTPFC) via email at rtpfc- grants@epa.gov or mail it to: US Environmental Protection Agency RTP-Finance Center (Mail Code AA216-01) 4930 Page Rd. Durham, NC 27703 The RTPFC will make adjustments, as necessary, to obligated funds after reviewing and accepting a final Federal Financial Report. Recipients will be notified and instructed by EPA if they must complete any additional forms for the closeout of the assistance agreement. 18. Indirect Cost Rate Agreements This term and condition provides requirements for recipients using EPA funds for indirect costs and applies to all EPA assistance agreements unless there are statutory or regulatory limits on IDCs. See also EPA’s Indirect Cost Policy for Recipients of EPA Assistance Agreements (IDC Policy). In order for the assistance agreement recipient to use EPA funding for indirect costs, the IDC category of the recipient’s assistance agreement award budget must include an amount for IDCs and at least one of the following must apply: • With the exception of “exempt” agencies and Institutions of Higher Education as noted below, all recipients must have one of the following current (not expired) IDC rates, including IDC rates that have been extended by the cognizant agency: • Provisional; • Final; • Fixed rate with carry-forward; • Predetermined; Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 64  Packet Pg. 413 of 1140  Page 13 of 29 • 10% de minimis rate authorized by 2 CFR 200.414(f) • EPA-approved use of an expired fixed rate with carry-forward on an exception basis, as detailed in section 6.4.a. of the IDC Policy. • “Exempt” state or local governmental departments or agencies are agencies that receive up to and including $35,000,000 in Federal funding per the department or agency’s fiscal year, and must have an IDC rate proposal developed in accordance with 2 CFR Part 200, Appendix VII, with documentation maintained and available for audit. • Institutions of Higher Education must use the IDC rate in place at the time of award for the life of the assistance agreement (unless the rate was provisional at time of award, in which case the rate will change once it becomes final). As provided by 2 CFR Part 200, Appendix III(C)(7), the term “life of the assistance agreement”, means each competitive segment of the project. Additional information is available in the regulation. IDCs incurred during any period of the assistance agreement that are not covered by the provisions above are not allowable costs and must not be drawn down by the recipient. Recipients may budget for IDCs if they have submitted a proposed IDC rate to their cognizant Federal agency or requested an exception from EPA under subsection 6.4 of the IDC Policy. However, recipients may not draw down IDCs until their rate is approved, if applicable, or EPA grants an exception. IDC drawdowns must comply with the indirect rate corresponding to the period during which the costs were incurred. This term and condition does not govern indirect rates for subrecipients or recipient procurement contractors under EPA assistance agreements. Pass-through entities are required to comply with 2 CFR 200.332(a)(4)(i) and (ii) when establishing indirect cost rates for subawards. 19. Audit Requirements In accordance with 2 CFR 200.501(a), the recipient hereby agrees to obtain a single audit from an independent auditor, if their organization expends $750,000 or more in total Federal funds in their fiscal year beginning on or after December 26, 2014. The recipient must submit the form SF-SAC and a Single Audit Report Package within 9 months of the end of the recipient’s fiscal year or 30 days after receiving the report from an independent auditor. The SF-SAC and a Single Audit Report Package MUST be submitted using the Federal Audit Clearinghouse’s Internet Data Entry System available at: https://facides.census.gov/ For complete information on how to accomplish the single audit submissions, you will need to visit the Federal Audit Clearinghouse Web site: https://facweb.census.gov/ 20. Closeout Requirements Reports required for closeout of the assistance agreement must be submitted in accordance with this agreement. Submission requirements and frequently asked questions can also be found at: https://www.epa.gov/grants/frequent-questions-about-closeouts 21. Suspension and Debarment Recipient shall fully comply with Subpart C of 2 C.F.R. Part 180 entitled, “Responsibilities of Participants Regarding Transactions Doing Business With Other Persons,” as implemented and supplemented by 2 C.F.R. Part 1532. Recipient is responsible for ensuring that any lower tier covered transaction, as described in Subpart B of 2 C.F.R. Part 180, entitled “Covered Transactions,” and 2 C.F.R. § 1532.220, includes a term or condition requiring compliance with 2 C.F.R. Part 180, Subpart C. Recipient is responsible for further requiring the inclusion of a similar term and condition in any subsequent lower tier covered transactions. Recipient acknowledges that failing to disclose the information required under 2 C.F.R. § 180.335 to the EPA office that is entering into the transaction with the recipient may result in the delay or negation of this assistance agreement, or pursuance of administrative remedies, including suspension and debarment. Recipients may access the Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 65  Packet Pg. 414 of 1140  Page 14 of 29 System for Award Management (SAM) exclusion list at https://sam.gov/SAM/ to determine whether an entity or individual is presently excluded or disqualified. 22. Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law. This award is subject to the provisions contained in an appropriations act(s) which prohibits the Federal Government from entering into a contract, memorandum of understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee to any corporation having a delinquent Federal tax liability or a felony conviction under any Federal law, unless the agency has considered suspension or debarment of the corporation and has made a determination that this further action is not necessary to protect the interests of the Government. A “corporation” is a legal entity that is separate and distinct from the entities that own, manage, or control it. It is organized and incorporated under the jurisdictional authority of a governmental body, such as a State or the District of Columbia. A corporation may be a for-profit or non-profit organization. As required by the appropriations act(s) prohibitions, the Government will not enter into a contract, memorandum of understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee with any corporation that — (1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or (2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless an agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government. By accepting this award, the recipient represents that it is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and it is not a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months. Alternatively, by accepting this award, the recipient represents that it disclosed unpaid Federal tax liability information and/or Federal felony conviction information to the EPA. The Recipient may accept this award if the EPA Suspension and Debarment Official has considered suspension or debarment of the corporation based on a tax liabilities and/or Federal felony convictions and determined that suspension or debarment is not necessary to protect the Government's interests. If the recipient fails to comply with this term and condition, EPA will annul this agreement and may recover any funds the recipient has expended in violation of the appropriations act(s) prohibition(s). The EPA may also pursue other administrative remedies as outlined in 2 CFR 200.339 and 2 CFR 200.340, and may also pursue suspension and debarment. 23. Disclosing Conflict of Interests 23.1. For awards to Non-federal entities and individuals (other than states and fellowship recipients under 40 CFR Part 46). As required by 2 CFR 200.112, EPA has established a policy (COI Policy) for disclosure of conflicts of interest (COI) that may affect EPA financial assistance awards. EPA’s COI Policy is posted at https://www.epa.gov/grants/epas-financial-assistance-conflict-interest-policy. The posted version of EPA’s COI Policy is applicable to new funding (initial awards, supplemental and incremental funding) awarded on or after October 1, 2015. This COI term Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 66  Packet Pg. 415 of 1140  Page 15 of 29 and condition supersedes prior COI terms and conditions for this award based on either EPA’s May 22, 2015 Revised Interim COI Policy or December 26, 2014 Interim COI Policy. For competitive awards, recipients must disclose any competition related COI described in section 4.0(a) of the COI Policy that are discovered after award to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of discovery of the COI. The Grants Specialist will respond to any such disclosure within 30 calendar days. EPA’s COI Policy requires that recipients have systems in place to address, resolve and disclose to EPA COIs described in sections 4.0(b), (c) and/or (d) of the COI Policy that affect any contract or subaward regardless of amount funded under this award. The recipient’s COI Point of Contact for the award must disclose any COI to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of the discovery of the potential COI and their approach for resolving the COI. EPA’s COI Policy requires that subrecipients have systems in place to address, resolve and disclose COI’s described in section 4.0(b)(c) and (d) of the COI Policy regardless of the amount of the transaction. Recipients who are pass-through entities as defined at 2 CFR 200.1 must require that subrecipients being considered for or receiving subawards disclose COI to the pass-through entities in a manner that, at a minimum, is in accordance with sections 5.0(d) and 7.0(c) of EPA’s COI Policy. Pass-through entities must disclose the subrecipient COI along with the approach for resolving the COI to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of receiving notification of the COI by the subrecipient. EPA only requires that recipients and subrecipients disclose COI’s that are discovered under their systems for addressing and resolving COI. If recipients or subrecipients do not discover a COI, they do not need to advise EPA or the pass-through entity of the absence of a COI. Upon notice from the recipient of a potential COI and the approach for resolving it, the Agency will then make a determination regarding the effectiveness of these measures within 30 days of receipt of the recipient’s notice unless a longer period is necessary due to the complexity of the matter. Recipients may not request payment from EPA for costs for transactions subject to the COI pending notification of EPA’s determination. Failure to disclose a COI may result in cost disallowances. Disclosure of a potential COI will not necessarily result in EPA disallowing costs, with the exception of procurement contracts that the Agency determines violate 2 CFR 200.318(c)(1) or (2), provided the recipient notifies EPA of measures the recipient or subrecipient has taken to eliminate, neutralize or mitigate the conflict of interest when making the disclosure. 23.2. For awards to states including state universities that are state agencies or instrumentalities As required by 2 CFR 200.112, EPA has established a policy (COI Policy) for disclosure of conflicts of interest (COI) that may affect EPA financial assistance awards. EPA’s COI Policy is posted at: https://www.epa.gov/grants/epas-financial-assistance-conflict-interest-policy. The posted version of EPA’s COI Policy is applicable to new funding (initial awards, supplemental, incremental funding) awarded on or after October 1, 2015. This COI term and condition supersedes prior COI terms and conditions for this award based on either EPA’s May 22, 2015 Revised Interim COI Policy or December 26, 2014 Interim COI Policy. For competitive awards, recipients must disclose any competition related COI described in section 4.0(a) Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 67  Packet Pg. 416 of 1140  Page 16 of 29 of the COI Policy that are discovered after award to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of discovery of the COI. The Grants Specialist will respond to any such disclosure within 30 calendar days. States including state universities that are state agencies and instrumentalities receiving funding from EPA are only required to disclose subrecipient COI as a pass-through entity as defined by 2 CFR 200.1. Any other COI are subject to state laws, regulations and policies. EPA’s COI Policy requires that subrecipients have systems in place to address, resolve and disclose COIs described in section 4.0(b)(c) and (d) of the COI Policy that arise after EPA made the award regardless of the amount of the transaction. States who are pass-through entities as defined at 2 CFR 200.1 must require that subrecipients being considered for or receiving subawards disclose COI to the state in a manner that, as a minimum, in accordance with sections 5.0(d) and 7.0(c) of EPA’s COI Policy. States must disclose the subrecipient COI along with the approach for resolving the COI to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of receiving notification of the COI by the subrecipient. EPA only requires that subrecipients disclose COI’s to state pass-through entities that are discovered under their systems for addressing, resolving, and disclosing COI. If subrecipients do not discover a COI, they do not need to advise state pass-through entities of the absence of a COI. Upon receiving notice of a potential COI and the approach for resolving it, the Agency will make a determination regarding the effectiveness of these measures within 30 days of receipt of the state’s notice of a subrecipient COI unless a longer period is necessary due to the complexity of the matter. States may not request payment from EPA for costs for transactions subject to the COI pending notification of EPA’s determination. A subrecipient’s failure to disclose a COI to the state and EPA may result in cost disallowances. Disclosure of a potential subrecipient COI will not necessarily result in EPA disallowing costs, with the exception of procurement contracts that the Agency determines violate 2 CFR 200.318(c)(1) or (2), provided the subrecipient has taken measures that EPA and the state agree eliminate, neutralize or mitigate the conflict of interest. 24. Transfer of Funds Applicable to all assistance agreements other than Continuing Environmental Program Grants subject to 40 CFR 35.114 and 40 CFR 35.514 when EPA’s share of the total project costs exceeds the Simplified Acquisition Threshold. Simplified Acquisition Threshold is defined at 2 CFR 200.1 and is currently set at $250,000 but the amount is subject to adjustment. (1) As provided at 2 CFR 200.308(f), the recipient must obtain prior approval from EPA’s Grants Management Officer if the cumulative amount of funding transfers among direct budget categories or programs, functions and activities exceeds 10% of the total budget. Recipients must submit requests for prior approval to the Grant Specialist and Grants Management Officer with a copy to the Project Officer for this agreement. (2) Recipients must notify EPA’s Grant Specialist and Project Officer of cumulative funding transfers among direct budget categories or programs, functions and activities that do not exceed 10% of the total budget for the agreement. Recipients must also notify the EPA Grant Specialist and Project Officer when transferring funds from direct budget categories to the indirect cost category or from the indirect cost category to the direct cost category. Prior approval by EPA’s Grant Management Officer is required if the transfer involves any of the items listed in 2 CFR 200.407 that EPA did not previously approve at time of award or in response to a previous post-award request by the recipient. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 68  Packet Pg. 417 of 1140  Page 17 of 29 Applicable to Continuing Environmental Program Grants subject to 40 CFR 35.114 and 40 CFR 35.514. when EPA’s share of the total project costs exceeds the Simplified Acquisition Threshold. Simplified Acquisition Threshold is defined at 2 CFR 200.1 and is currently set at $250,000 but the amount is subject to adjustment. Recipients of continuing environmental program grants subject to 40 CFR 35.114 and 40 CFR 35.514 must notify the EPA Grant Specialist and Project Officer of funding transfers among direct budget categories, programs, functions and activities or transfers that change amounts budgeted for indirect costs, but prior EPA approval is not required unless the transfer results in significant changes to work plan commitments. Recipients must obtain prior written approval if the transfer involves any of the items listed in 2 CFR 200.407 that EPA did not previously approve at time of award, in response to a previous post-award request by the recipient, or is subject to an EPA waiver of prior approval under 40 CFR 35.114(d) or 40 CFR 35.514(d). 25. Electronic/Digital Signatures on Financial Assistance Agreement Form(s)/Document(s) Throughout the life of this assistance agreement, the recipient agrees to ensure that any form(s)/document(s) required to be signed by the recipient and submitted to EPA through any means including but not limited to hard copy via U.S. mail or express mail, hand delivery or through electronic means such as e-mail are: (1) signed by the individual identified on the form/document, and (2) the signer has the authority to sign the form/document for the recipient. Submission of any signed form(s)/document(s) is subject to any provisions of law on making false statements (e.g. 18 U.S.C. 1001). 26. Extension of Project/Budget Period Expiration Date EPA has not exercised the waiver option to allow automatic one-time extensions for non-research grants under 2 CFR 200.308(e)(2). Therefore, if a no-cost time extension is necessary to extend the period of availability of funds, the recipient must submit a written request to the EPA prior to the budget/project period expiration dates. The written request must include: a justification describing the need for additional time, an estimated date of completion, and a revised schedule for project completion including updated milestone target dates for the approved workplan activities. In addition, if there are overdue reports required by the general, administrative, and/or programmatic terms and conditions of this assistance agreement, the recipient must ensure that they are submitted along with or prior to submitting the no-cost time extension request. 27. Utilization of Disadvantaged Business Enterprises GENERAL COMPLIANCE, 40 CFR, Part 33 The recipient agrees to comply with the requirements of EPA's Disadvantaged Business Enterprise (DBE) Program for procurement activities under assistance agreements, contained in 40 CFR, Part 33. The following text either provides updates to 40 CFR, Part 33 based upon the associated class exception or highlights a requirement. 1. EPA MBE/WBE CERTIFICATION, 40 CFR, Part 33, Subpart B EPA no longer certifies entities as Minority-Owned Business Entities (MBEs) or Women-Owned Business Entities (WBEs) pursuant to a class exception issued in October 2019. The class exception was authorized pursuant to the authority in 2 CFR, Section 1500.3(b). 2. SIX GOOD FAITH EFFORTS, 40 CFR, Part 33, Subpart C Pursuant to 40 CFR Section 33.301, the recipient agrees to make good faith efforts whenever procuring construction, equipment, services and supplies under an EPA financial assistance agreement, and to require that sub-recipients, loan recipients, and prime contractors also comply. Records documenting compliance with the six good faith efforts shall be retained. The specific six good faith efforts can be found at: 40 CFR Section 33.301 (a)-(f). Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 69  Packet Pg. 418 of 1140  Page 18 of 29 However, in EPA assistance agreements that are for the benefit of Native Americans, the recipient must solicit and recruit Native American organizations and Native American-owned economic enterprises and give them preference in the award process prior to undertaking the six good faith efforts (40 CFR Section 33.304). If recruiting efforts are unsuccessful, the recipient must follow the six good faith efforts. 3. CONTRACT ADMINISTRATION PROVISIONS, 40 CFR Section 33.302 The recipient agrees to comply with the contract administration provisions of 40 CFR Section 33.302 (a)- (d) and (i). 4. BIDDERS LIST, 40 CFR Section 33.501(b) and (c) Recipients of a Continuing Environmental Program Grant or other annual reporting grant, agree to create and maintain a bidders list. Recipients of an EPA financial assistance agreement to capitalize a revolving loan fund also agree to require entities receiving identified loans to create and maintain a bidders list if the recipient of the loan is subject to, or chooses to follow, competitive bidding requirements. Please see 40 CFR Section 33.501 (b) and (c) for specific requirements and exemptions. 5. FAIR SHARE OBJECTIVES, 40 CFR, Part 33, Subpart D In October 2019, a class exception to the entire Subpart D of 40 CFR, Part 33 has been authorized pursuant to the authority in 2 CFR Section 1500.3(b). Notwithstanding Subpart D of 40 CFR, Part 33, recipients are not required to negotiate or apply fair share objectives in procurements under assistance agreements. 6. MBE/WBE REPORTING, 40 CFR, Part 33, Subpart E When required, the recipient agrees to complete and submit a “MBE/WBE Utilization Under Federal Grants and Cooperative Agreements” report (EPA Form 5700-52A) on an annual basis. The current EPA Form 5700-52A can be found at the EPA Grantee Forms Page at https://www.epa.gov/sites/production/files/2020-06/documents/epa_form_5700_52a_fill-sign.pdf. Reporting is required for assistance agreements where funds are budgeted for procuring construction, equipment, services and supplies (including funds budgeted for direct procurement by the recipient or procurement under subawards or loans in the “Other” category) with a cumulative total that exceed the Simplified Acquisition Threshold (SAT) (currently, $250,000 however the threshold will be automatically revised whenever the SAT is adjusted; See 2 CFR Section 200.1), including amendments and/or modifications. When reporting is required, all procurement actions are reportable, not just the portion which exceeds the SAT. Annual reports are due by October 30th of each year. Final reports are due 120 days after the end of the project period. This provision represents an approved exception from the MBE/WBE reporting requirements as described in 40 CFR Section 33.502. 7. MBE/WBE RECORDKEEPING, 40 CFR, Part 33, Subpart E The recipient agrees to comply with all recordkeeping requirements as stipulated in 40 CFR, Part 33, Subpart E including creating and maintaining a bidders list, when required. Any document created as a record to demonstrate compliance with any requirement of 40 CFR, Part 33 must be maintained pursuant to the requirements stated in this Subpart. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 70  Packet Pg. 419 of 1140  Page 19 of 29 Programmatic General Terms and Conditions 28. Sufficient Progress EPA will measure sufficient progress by examining the performance required under the workplan in conjunction with the milestone schedule, the time remaining for performance within the project period and/or the availability of funds necessary to complete the project. EPA may terminate the assistance agreement for failure to ensure reasonable completion of the project within the project period. 29. Copyrighted Material and Data In accordance with 2 CFR 200.315, EPA has the right to reproduce, publish, use and authorize others to reproduce, publish and use copyrighted works or other data developed under this assistance agreement for Federal purposes. Examples of a Federal purpose include but are not limited to: (1) Use by EPA and other Federal employees for official Government purposes; (2) Use by Federal contractors performing specific tasks for [i.e., authorized by] the Government; (3) Publication in EPA documents provided the document does not disclose trade secrets (e.g. software codes) and the work is properly attributed to the recipient through citation or otherwise; (4) Reproduction of documents for inclusion in Federal depositories; (5) Use by State, tribal and local governments that carry out delegated Federal environmental programs as “co-regulators” or act as official partners with EPA to carry out a national environmental program within their jurisdiction and; (6) Limited use by other grantees to carry out Federal grants provided the use is consistent with the terms of EPA’s authorization to the other grantee to use the copyrighted works or other data. Under Item 6, the grantee acknowledges that EPA may authorize another grantee(s) to use the copyrighted works or other data developed under this grant as a result of: • the selection of another grantee by EPA to perform a project that will involve the use of the copyrighted works or other data or; • termination or expiration of this agreement. In addition, EPA may authorize another grantee to use copyrighted works or other data developed with Agency funds provided under this grant to perform another grant when such use promotes efficient and effective use of Federal grant funds. 30. Patents and Inventions Rights to inventions made under this assistance agreement are subject to federal patent and licensing regulations, which are codified at Title 37 CFR Part 401 and Title 35 USC Sections 200-212. Pursuant to the Bayh-Dole Act (set forth in 35 USC 200-212), EPA retains the right to a worldwide, nonexclusive, nontransferable, irrevocable, paid-up license to practice the invention owned by the assistance agreement holder, as defined in the Act. To streamline the invention reporting process and to facilitate compliance with the Bayh-Dole Act, the recipient must utilize the Interagency Edison extramural invention reporting system at iEdison.gov . Annual utilization reports must be submitted through the system. The recipient is required to notify the Project Officer identified on the award document when an invention report, patent report, or utilization report is filed at iEdison.gov. EPA elects not to require the recipient to provide a report prior to the close-out of a funding agreement listing all subject inventions or stating that there were none. In accordance with Executive Order 12591, as amended, government owned and operated laboratories can enter into cooperative research and development agreements with other federal laboratories, state and local governments, universities, and the private sector, and license, assign, or waive rights to intellectual property “developed by the laboratory either under such cooperative research or development agreements and from within individual laboratories.” Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 71  Packet Pg. 420 of 1140  Page 20 of 29 31. Acknowledgement Requirements for Non-ORD Assistance Agreements The recipient agrees that any reports, documents, publications or other materials developed for public distribution supported by this assistance agreement shall contain the following statement: "This project has been funded wholly or in part by the United States Environmental Protection Agency under assistance agreement (number) to (recipient). The contents of this document do not necessarily reflect the views and policies of the Environmental Protection Agency, nor does the EPA endorse trade names or recommend the use of commercial products mentioned in this document.” Recipients of EPA Office of Research Development (ORD) research awards must follow the acknowledgement requirements outlined in the research T&Cs available at: https://www.nsf.gov/awards/managing/rtc.jsp. A Federal-wide workgroup is currently updating the Federal-Wide Research Terms and Conditions Overlay to the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards and when completed recipients of EPA ORD research must abide by the research T&Cs. 32. Electronic and Information Technology Accessibility Recipients are subject to the program accessibility provisions of Section 504 of the Rehabilitation Act, codified in 40 CFR Part 7, which includes an obligation to provide individuals with disabilities reasonable accommodations and an equal and effective opportunity to benefit from or participate in a program, including those offered through electronic and information technology (“EIT”). In compliance with Section 504, EIT systems or products funded by this award must be designed to meet the diverse needs of users (e.g., U.S. public, recipient personnel) without barriers or diminished function or quality. Systems shall include usability features or functions that accommodate the needs of persons with disabilities, including those who use assistive technology. At this time, the EPA will consider a recipient’s websites, interactive tools, and other EIT as being in compliance with Section 504 if such technologies meet standards established under Section 508 of the Rehabilitation Act, codified at 36 CFR Part 1194. While Section 508 does not apply directly to grant recipients, we encourage recipients to follow either the 508 guidelines or other comparable guidelines that concern accessibility to EIT for individuals with disabilities. Recipients may wish to consult the latest Section 508 guidelines issued by the U.S. Access Board or W3C’s Web Content Accessibility Guidelines (WCAG) 2.0 (see https://www.access-board.gov/guidelines-and- standards/communications-and-it/about-the-section-508-standards/guide-to-the-section-508-standards). 33. Human Subjects Human subjects research is any activity that meets the regulatory definitions of both research AND human subject. Research is a systematic investigation, including research development, testing and evaluation, designed to develop or contribute to generalizable knowledge. Human subject means a living individual about whom an investigator (whether professional or student) conducting research obtains (1) data through intervention or interaction with the individual, or (2) identifiable private information. [40 CFR 26.102 (d)(f)] No research involving human subjects will be conducted under this agreement without prior written approval of the EPA to proceed with that research. If engaged in human subjects research as part of this agreement, the recipient agrees to comply with all applicable provisions of EPA Regulation 40 CFR 26 (Protection of Human Subjects). This includes, at Subpart A, the Basic Federal Policy for the Protection of Human Research Subjects, also known as the Common Rule. It also includes, at Subparts B, C, and D, prohibitions and additional protections for children, nursing women, pregnant women, and fetuses in research conducted or supported by EPA. The recipient further agrees to comply with EPA’s procedures for oversight of the recipient’s compliance with 40 CFR 26, as given in EPA Order 1000.17 Change A1 (Policy and Procedures on Protection of Human Research Subjects in EPA Conducted or Supported Research). As per this order, no human subject may be involved in any research conducted under this assistance agreement, including recruitment, until the research Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 72  Packet Pg. 421 of 1140  Page 21 of 29 has been approved or determined to be exempt by the EPA Human Subjects Research Review Official (HSRRO) after review of the approval or exemption determination of the Institutional Review Board(s) (IRB(s)) with jurisdiction over the research under 40 CFR 26. For HSRRO approval, the recipient must forward to the Project Officer: (1) copies of all documents upon which the IRB(s) with jurisdiction based their approval(s) or exemption determination(s), (2) copies of the IRB approval or exemption determination letter(s), (3) copy of the IRB-approved consent forms and subject recruitment materials, if applicable, and (4) copies of all supplementary IRB correspondence. Following the initial approvals indicated above, the recipient must, as part of the annual report(s), provide evidence of continuing review and approval of the research by the IRB(s) with jurisdiction, as required by 40 CFR 26.109(e). Materials submitted to the IRB(s) for their continuing review and approval are to be provided to the Project Officer upon IRB approval. During the course of the research, investigators must promptly report any unanticipated problems involving risk to subjects or others according to requirements set forth by the IRB. In addition, any event that is significant enough to result in the removal of the subject from the study should also be reported to the Project Officer, even if the event is not reportable to the IRB of record. 34. Animal Subjects The recipient agrees to comply with the Animal Welfare Act of 1966 (P.L. 89-544), as amended, 7 USC 2131- 2156. Recipient also agrees to abide by the “U.S. Government Principles for the Utilization and Care of Vertebrate Animals used in Testing, Research, and Training.” (Federal Register 50(97): 20864-20865. May 20,1985). The nine principles can be viewed at https://olaw.nih.gov/policies-laws/phs-policy.htm. For additional information about the Principles, the recipient should consult the Guide for Care and Use of Laboratory Animals, prepared by the Institute of Laboratory Animal Resources, National Research Council and can be accessed at: http://www.nap.edu/readingroom/books/labrats/. 35. Light Refreshments and/or Meals APPLICABLE TO ALL AGREEMENTS EXCEPT STATE CONTINUING ENVIRONMENTAL PROGRAMS (AS DESCRIBED BELOW): Unless the event(s) and all of its components are described in the approved workplan, the recipient agrees to obtain prior approval from EPA for the use of grant funds for light refreshments and/or meals served at meetings, conferences, training workshops and outreach activities (events). The recipient must send requests for approval to the EPA Project Officer and include: (1) An estimated budget and description for the light refreshments, meals, and/or beverages to be served at the event(s); (2) A description of the purpose, agenda, location, length and timing for the event; and, (3) An estimated number of participants in the event and a description of their roles. Costs for light refreshments and meals for recipient staff meetings and similar day-to-day activities are not allowable under EPA assistance agreements. Recipients may address questions about whether costs for light refreshments, and meals for events may be allowable to the recipient’s EPA Project Officer; however, the Agency Award Official or Grant Management Officer will make final determinations on allowability. Agency policy prohibits the use of EPA funds for receptions, banquets and similar activities that take place after normal business hours unless the recipient has provided a justification that has been expressly approved by EPA's Award Official or Grants Management Officer. EPA funding for meals, light refreshments, and space rental may not be used for any portion of an event where alcohol is served, purchased, or otherwise available as part of the event or meeting, even if EPA funds are not Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 73  Packet Pg. 422 of 1140  Page 22 of 29 used to purchase the alcohol. Note: U.S. General Services Administration regulations define light refreshments for morning, afternoon or evening breaks to include, but not be limited to, coffee, tea, milk, juice, soft drinks, donuts, bagels, fruit, pretzels, cookies, chips, or muffins. (41 CFR 301-74.7) FOR STATE CONTINUING ENVIRONMENTAL PROGRAM GRANT RECIPIENTS EXCLUDING STATE UNIVERSITIES: If the state maintains systems capable of complying with federal grant regulations at 2 CFR 200.432 and 200.438, EPA has waived the prior approval requirements for the use of EPA funds for light refreshments and/or meals served at meetings, conferences, and training, as described above. The state may follow its own procedures without requesting prior approval from EPA. However, notwithstanding state policies, EPA funds may not be used for (1) evening receptions, or (2) other evening events (with the exception of working meetings). Examples of working meetings include those evening events in which small groups discuss technical subjects on the basis of a structured agenda or there are presentations being conducted by experts. EPA funds for meals, light refreshments, and space rental may not be used for any portion of an event (including evening working meetings) where alcohol is served, purchased, or otherwise available as part of the event or meeting, even if EPA funds are not used to purchase the alcohol. By accepting this award, the state is certifying that it has systems in place (including internal controls) to comply with the requirements described above. 36. Tangible Personal Property 36.1 Reporting Pursuant to 2 CFR 200.312 and 200.314, property reports, if applicable, are required for Federally-owned property in the custody of a non-Federal entity upon completion of the Federal award or when the property is no longer needed. Additionally, upon termination or completion of the project, residual unused supplies with a total aggregate fair market value exceeding $5,000 not needed for any other Federally-sponsored programs or projects must be reported. For Superfund awards under Subpart O, refer to 40 CFR 35.6340 and 35.6660 for property reporting requirements. Recipients should utilize the Tangible Personal Property Report form series (SF-428) to report tangible personal property. 36.2 Disposition 36.2.1 Most Recipients. Consistent with 2 CFR 200.313, unless instructed otherwise on the official award document, this award term, or at closeout, the recipient may keep the equipment and continue to use it on the project originally funded through this assistance agreement or on other federally funded projects whether or not the project or program continues to be supported by Federal funds. 36.2.2 State Agencies. Per 2 CFR 200.313(b), state agencies may manage and dispose of equipment acquired under this assistance agreement in accordance with state laws and procedures. 36.2.3 Superfund Recipients. Equipment purchased under Superfund projects is subject to specific disposal options in accordance with 40 CFR Part 35.6345. 37. Dual Use Research of Concern (DURC) The recipient agrees to conduct all life science research* in compliance with EPA’s Order on the Policy and Procedures for Managing Dual Use Research of Concern (EPA DURC Order) and United States Government Policy for Institutional Oversight of Life Sciences Dual Use Research of Concern (iDURC Policy). If the recipient is an institution within the United States that receives funding through this agreement, or from any other source, the recipient agrees to comply with the iDURC Policy if they conduct or sponsor research involving any of the agents or toxins identified in Section 6.2.1 of the iDURC Policy. If the institution is outside the United States and receives funding through this agreement to conduct or sponsor research involving any of those same agents or toxins, the recipient agrees to comply with the iDURC Policy. The recipient agrees to provide any additional information that may be requested by EPA regarding DURC and iDURC. The recipient Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 74  Packet Pg. 423 of 1140  Page 23 of 29 agrees to immediately notify the EPA Project Officer should the project use or introduce use of any of the agents or toxins identified in the iDURC Policy. The recipient’s Institution/Organization must also comply with USG iDURC policy and EPA DURC Order and will inform the appropriate government agency if funded by such agency of research with the agents or toxins identified in Section 6.2.1 of the iDURC Policy. If privately funded the recipient agrees to notify the National Institutes of Health at DURC@od.nih.gov. *“Life Sciences Research,” for purposes of the EPA DURC Order, and based on the definition of research in 40 CFR §26.102(d), is a systematic investigation designed to develop or contribute to generalizable knowledge involving living organisms (e.g., microbes, human beings, animals, and plants) and their products. EPA does not consider the following activities to be research: routine product testing, quality control, mapping, collection of general-purpose statistics, routine monitoring and evaluation of an operational program, observational studies, and the training of scientific and technical personnel. [Note: This is consistent with Office of Management and Budget Circular A-11.] 38. Research Misconduct In accordance with 2 CFR 200.329, the recipient agrees to notify the EPA Project Officer in writing about research misconduct involving research activities that are supported in whole or in part with EPA funds under this project. EPA defines research misconduct as fabrication, falsification, or plagiarism in proposing, performing, or reviewing research, or in reporting research results [65 FR 76262. I], or ordering, advising or suggesting that subordinates engage in research misconduct. The recipient agrees to: (1) Immediately notify the EPA Project Officer who will then inform the EPA Office of Inspector General (OIG) if, at any time, an allegation of research misconduct falls into one of the categories listed below: A. Public health or safety is at risk. B. Agency resources or interests are threatened. C. Circumstances where research activities should be suspended. D. There is a reasonable indication of possible violations of civil or criminal law. E. Federal action is required to protect the interests of those involved in the investigation. F. The research entity believes that the inquiry or investigation may be made public prematurely so that appropriate steps can be taken to safeguard evidence and protect the rights of those involved. G. Circumstances where the research community or public should be informed. [65 FR 76263.III] (2) Report other allegations to the OIG when they have conducted an inquiry and determined that there is sufficient evidence to proceed with an investigation. [65 FR 76263. III] 39. Scientific Integrity Terms and Conditions The recipient agrees to comply with EPA’s Scientific Integrity Policy when conducting, supervising, and communicating science and when using or applying the results of science. For purposes of this award condition scientific activities include, but are not limited to, computer modelling, economic analysis, field sampling, laboratory experimentation, demonstrating new technology, statistical analysis, and writing a review article on a scientific issue. The recipient agrees to: 39.1 Scientific Products 39.1.1 Produce scientific products of the highest quality, rigor, and objectivity, by adhering to applicable EPA information quality guidelines, quality policy, and peer review policy. 39.1.2 Prohibit all recipient employees, contractors, and program participants, including scientists, managers, and other recipient leadership, from suppressing, altering, or otherwise impeding the timely release of scientific findings or conclusions. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 75  Packet Pg. 424 of 1140  Page 24 of 29 39.1.3 Adhere to EPA’s Peer Review Handbook, 4th Edition, for the peer review of scientific and technical work products generated through EPA grants or cooperative agreements which, by definition, are not primarily for EPA’s direct use or benefit. 39.2 Scientific Findings 39.2.1 Require that reviews regarding the content of a scientific product that are conducted by the project manager and other recipient managers and the broader management chain be based only on scientific quality considerations, e.g., the methods used are clear and appropriate, the presentation of results and conclusions is impartial. 39.2.2 Ensure scientific findings are generated and disseminated in a timely and transparent manner, including scientific research performed by employees, contractors, and program participants, who assist with developing or applying the results of scientific activities. 39.2.3 Include, when communicating scientific findings, an explication of underlying assumptions, accurate contextualization of uncertainties, and a description of the probabilities associated with both optimistic and pessimistic projections, if applicable. 39.2.4 Document the use of independent validation of scientific methods. 39.2.5 Document any independent review of the recipient’s scientific facilities and testing activities, as occurs with accreditation by a nationally or internationally recognized sanctioning body. 39.2.6 Make scientific information available online in open formats in a timely manner, including access to data and non-proprietary models. 39.3 Scientific Misconduct 39.3.1 Prohibit intimidation or coercion of scientists to alter scientific data, findings, or professional opinions or non-scientific influence of scientific advisory boards. In addition, recipient employees, contractors, and program participants, including scientists, managers, and other leadership, shall not knowingly misrepresent, exaggerate, or downplay areas of scientific uncertainty. 39.3.2 Prohibit retaliation or other punitive actions toward recipient employees who uncover or report allegations of scientific and research misconduct, or who express a differing scientific opinion. Employees who have allegedly engaged in scientific or research misconduct shall be afforded the due process protections provided by law, regulation, and applicable collective bargaining agreements, prior to any action. Recipients shall ensure that all employees and contractors of the recipient shall be familiar with these protections and avoid the appearance of retaliatory actions. 39.3.3 Require all recipient employees, contractors, and program participants to act honestly and refrain from acts of research misconduct, including publication or reporting, as described in EPA’s Policy and Procedures for Addressing Research Misconduct, Section 9.C. Research misconduct does not include honest error or differences of opinion. While EPA retains the ultimate oversight authority for EPA-supported research, grant recipients conducting research bear primary responsibility for prevention and detection of research misconduct and for the inquiry, investigation, and adjudication of research misconduct alleged to have occurred in association with their own institution. 39.3.4 Take the actions required on the part of the recipient described in EPA’s Policy and Procedures for Addressing Research Misconduct, Sections 6 through 9, when research misconduct is suspected or found. 39.4 Additional Resources For more information about the Scientific Integrity Policy, an introductory video can be accessed at: https://youtu.be/FQJCy8BXXq8. A training video is available at: https://youtu.be/Zc0T7fooot8. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 76  Packet Pg. 425 of 1140  Page 25 of 29 Public Policy Requirements 40. Civil Rights Obligations This term and condition incorporates by reference the signed assurance provided by the recipient’s authorized representative on: 1) EPA Form 4700-4, “Preaward Compliance Review Report for All Applicants and Recipients Requesting EPA Financial Assistance”; and 2) Certifications and Representations in Sam.gov or Standard Form 424D, as applicable. These assurances and this term and condition obligate the recipient to comply fully with applicable civil rights statutes and implementing federal and EPA regulations. a. Statutory Requirements i. In carrying out this agreement, the recipient must comply with: 1. Title VI of the Civil Rights Act of 1964, which prohibits discrimination based on race, color, and national origin, including limited English proficiency (LEP), by entities receiving Federal financial assistance. 2. Section 504 of the Rehabilitation Act of 1973, which prohibits discrimination against persons with disabilities by entities receiving Federal financial assistance; and 3. The Age Discrimination Act of 1975, which prohibits age discrimination by entities receiving Federal financial assistance. ii. If the recipient is an education program or activity (e.g., school, college or university) or if the recipient is conducting an education program or activity under this agreement, it must also comply with: 1. Title IX of the Education Amendments of 1972, which prohibits discrimination on the basis of sex in education programs and activities operated by entities receiving Federal financial assistance. For further information about your compliance obligations regarding Title IX, see 40 CFR Part 5 and https://www.justice.gov/crt/title-ix iii. If this agreement is funded with financial assistance under the Clean Water Act (CWA), the recipient must also comply with: 1. Section 13 of the Federal Water Pollution Control Act Amendments of 1972, which prohibits discrimination on the basis of sex in CWA-funded programs or activities. b. Regulatory Requirements i. The recipient agrees to comply with all applicable EPA civil rights regulations, including: 1. For Title IX obligations, 40 C.F.R. Part 5; and 2. For Title VI, Section 504, Age Discrimination Act, and Section 13 obligations, 40 CFR Part7. 3. For statutory and national policy requirements, including those prohibiting discrimination and those described in Executive Order 13798 promoting free speech and religious freedom, 2 CFR 200.300. 4. As noted on the EPA Form 4700-4 signed by the recipient’s authorized representative, these regulations establish specific requirements including maintaining compliance information, establishing grievance procedures, designating a Civil Rights Coordinator and providing notices of non-discrimination. c. TITLE VI – LEP, Public Participation and Affirmative Compliance Obligation i. As a recipient of EPA financial assistance, you are required by Title VI of the Civil Rights Act to provide meaningful access to LEP individuals. In implementing that requirement, the recipient agrees to use as a guide the Office of Civil Rights (OCR) document entitled "Guidance to Environmental Protection Agency Financial Assistance Recipients Regarding Title VI Prohibition Against National Origin Discrimination Affecting Limited English Proficient Persons." The guidance can be found at: Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 77  Packet Pg. 426 of 1140  Page 26 of 29 https://www.federalregister.gov/documents/2004/06/25/04-14464/guidance-to- environmental-protection-agency-financial-assistance-recipients-regarding-title-vi ii. If the recipient is administering permitting programs under this agreement, the recipient agrees to use as a guide OCR’s Title VI Public Involvement Guidance for EPA Assistance Recipients Administering Environmental Permitting Programs. The Guidance can be found at: https://www.govinfo.gov/content/pkg/FR-2006-03-21/pdf/06-2691.pdf iii. In accepting this assistance agreement, the recipient acknowledges it has an affirmative obligation to implement effective Title VI compliance programs and ensure that its actions do not involve discriminatory treatment and do not have discriminatory effects even when facially neutral. The recipient must be prepared to demonstrate to EPA that such compliance programs exist and are being implemented or to otherwise demonstrate how it is meeting its Title VI obligations. 41. Drug-Free Workplace The recipient organization of this EPA assistance agreement must make an ongoing, good faith effort to maintain a drug-free workplace pursuant to the specific requirements set forth in Title 2 CFR Part 1536 Subpart B. Additionally, in accordance with these regulations, the recipient organization must identify all known workplaces under its federal awards, and keep this information on file during the performance of the award. Those recipients who are individuals must comply with the drug-free provisions set forth in Title 2 CFR Part 1536 Subpart C. The consequences for violating this condition are detailed under Title 2 CFR Part 1536 Subpart E. Recipients can access the Code of Federal Regulations (CFR) Title 2 Part 1536 at www.ecfr.gov/. 42. Hotel-Motel Fire Safety Pursuant to 15 USC 2225a, the recipient agrees to ensure that all space for conferences, meetings, conventions or training seminars funded in whole or in part with federal funds complies with the protection and control guidelines of the Hotel and Motel Fire Safety Act (PL 101-391, as amended). Recipients may search the Hotel-Motel National Master List at https://apps.usfa.fema.gov/hotel/ to see if a property is in compliance, or to find other information about the Act. 43. Lobbying Restrictions a) This assistance agreement is subject to lobbying restrictions as described below. Applicable to all assistance agreements: i) The chief executive officer of this recipient agency shall ensure that no grant funds awarded under this assistance agreement are used to engage in lobbying of the Federal Government or in litigation against the U.S. unless authorized under existing law. The recipient shall abide by the Cost Principles available at 2 CFR Part 200 which generally prohibits the use of federal grant funds for litigation against the U.S. or for lobbying or other political activities. ii) The recipient agrees to comply with Title 40 CFR Part 34, New Restrictions on Lobbying. The recipient shall include the language of this provision in award documents for all subawards exceeding $100,000 and require that subrecipients submit certification and disclosure forms accordingly. iii) In accordance with the Byrd Anti-Lobbying Amendment, any recipient who makes a prohibited expenditure under Title 40 CFR Part 34 or fails to file the required certification or lobbying forms Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 78  Packet Pg. 427 of 1140  Page 27 of 29 shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure. iv) Contracts awarded by a recipient shall contain, when applicable, the anti-lobbying provision as stipulated in the Appendix II to Part 200—Contract Provisions for Non-Federal Entity Contracts Under Federal Awards. v) By accepting this award, the recipient affirms that it is not a nonprofit organization described in Section 501(c)(4) of the Internal Revenue Code of 1986 as required by Section 18 of the Lobbying Disclosure Act; or that it is a nonprofit organization described in Section 501(c)(4) of the Code but does not and will not engage in lobbying activities as defined in Section 3 of the Lobbying Disclosure Act. Nonprofit organizations exempt from taxation under section 501(c)(4) of the Internal Revenue Code that engage in lobbying activities are ineligible for EPA subawards. b) Applicable to assistance agreements when the amount of the award is over $100,000: i) By accepting this award, the recipient certifies, to the best of its knowledge and belief, that: (1) No Federal appropriated funds have been or will be paid, by or on behalf of the recipient, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, or any employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the recipient shall complete and submit the linked Standard Form -- LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions. (3) The recipient shall require that the language of this certification be included in the award documents for all subawards exceeding $100,000 at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. ii) This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure. 44. Recycled Paper When directed to provide paper documents, the recipient agrees to use recycled paper and double-sided printing for all reports which are prepared as a part of this agreement and delivered to EPA. This requirement does not apply to reports prepared on forms supplied by EPA. Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 79  Packet Pg. 428 of 1140  Page 28 of 29 45. Resource Conservation and Recovery Act Consistent with goals of section 6002 of RCRA (42 U.S.C. 6962), State and local institutions of higher education, hospitals and non-profit organization recipients agree to give preference in procurement programs to the purchase of specific products containing recycled materials, as identified in 40 CFR Part 247. Consistent with section 6002 of RCRA (42 U.S.C. 6962) and 2 CFR 200.323, State agencies or agencies of a political subdivision of a State and its contractors are required to purchase certain items made from recycled materials, as identified in 40 CFR Part 247, when the purchase price exceeds $10,000 during the course of a fiscal year or where the quantity of such items acquired in the course of the preceding fiscal year was $10,000 or more. Pursuant to 40 CFR 247.2 (d), the recipient may decide not to procure such items if they are not reasonably available in a reasonable period of time; fail to meet reasonable performance standards; or are only available at an unreasonable price. 46. Trafficking in Persons a. Provisions applicable to a recipient that is a private entity. i. The recipient, the recipient’s employees, subrecipients under this award, and subrecipients’ employees may not— 1. Engage in severe forms of trafficking in persons during the period of time that the award is in effect; 2. Procure a commercial sex act during the period of time that the award is in effect; or 3. Use forced labor in the performance of the award or subawards under the award. ii. We as the Federal awarding agency may unilaterally terminate this award, without penalty, if the recipient or a subrecipient that is a private entity— 1. Is determined to have violated a prohibition in paragraph a of this award term; or 2. Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a of this award term through conduct that is either— a. Associated with performance under this award; or b. Imputed to the recipient or subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR Part 180, ‘‘OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),’’ as implemented by our Agency at 2 CFR Part 1532. b. Provision applicable to a recipient other than a private entity. EPA may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity— i. Is determined to have violated an applicable prohibition in paragraph a. of this award term; or ii. Has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in paragraph a of this award term through conduct that is either— 1. Associated with performance under this award; or 2. Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR Part 180, ‘‘OMB Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” as implemented by EPA at 2 CFR Part 1532. c. Provisions applicable to any recipient. i. The recipient must inform the EPA immediately of any information received from any source alleging a violation of a prohibition in paragraph a of this award term. ii. Our right to terminate unilaterally that is described in paragraph a and b: Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 80  Packet Pg. 429 of 1140  Page 29 of 29 1. Implements section 106(g) of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and 2. Is in addition to all other remedies for noncompliance that are available to us under this award. iii. The recipient must include the requirements of paragraph a of this award term in any subaward made to a private entity. d. Definitions. For purposes of this award term: i. ‘‘Employee’’ means either: 1. An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this award; or 2. Another person engaged in the performance of the project or program under this award and not compensated by you including, but not limited to, a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing or matching requirements. ii. ‘‘Forced labor’’ means labor obtained by any of the following methods: the recruitment, harboring, transportation, provision, or obtaining of a person for labor or services, through the use of force, fraud, or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. iii. ‘‘Private entity’’: 1. Means any entity other than a State, local government, Indian tribe, or foreign public entity, as those terms are defined in 2 CFR 175.25. 2. Includes: a. A nonprofit organization, including any nonprofit institution of higher education, hospital, or tribal organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b). b. A for-profit organization. iv. ‘‘Severe forms of trafficking in persons,’’ ‘‘commercial sex act,’’ and ‘‘coercion’’ have the meanings given at section 103 of the TVPA, as amended (22 U.S.C. 7102). Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10 ​​Attachment A - ​Geosyntec Consultants, Inc. Contract C26194015        Item 10: Staff Report Pg. 81  Packet Pg. 430 of 1140  City Council Staff Report Report Type: ACTION ITEMS Lead Department: Human Resources Meeting Date: March 16, 2026 Report #:2603-6090 TITLE Approval of an Employment Agreement and Adoption of a Resolution Appointing Christopher Jensen as City Attorney at an Annual Salary of $380,000. RECOMMENDATION Approve an employment agreement and adopt a resolution appointing Christopher Jensen to the position of City Attorney at an annual salary of $380,000, with additional compensation and benefits as provided in the employment agreement and applicable City compensation plan. BACKGROUND The City Council appoints the City’s four Council-Appointed Officers. The appointment of the City Attorney is brought to Council as an action item consistent with the Ralph M. Brown Act. The City Attorney’s duties are established by the City Charter and Palo Alto Municipal Code (PAMC) section 2.08.120. Key duties include, but are not limited to, the following: Advising the City Council, City Manager, boards, commissions, and City officers and departments on legal matters; Drafting ordinances, resolutions, agreements, and contracts to be made or entered into by the City, and approving the form of such instruments; and Prosecuting violations of City ordinances and representing the City in legal actions. The prior City Attorney, Molly Stump, retired in January 2026 after 14 years of service. On September 9, 20251, the Council-Appointed Officer (CAO) Committee initiated the recruitment process for the next City Attorney. The CAO Committee reviewed three proposals for executive recruitment services and invited all firms to interview. On September 22, 20252, the CAO Committee interviewed two firms and selected Teri Black & Company to lead the recruitment. 1 Council Appointed Officers Committee, September 9, 2025; Report #2508-5124: https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=17948 2 Council Appointed Officers Committee, September 22, 2025, Report # 2509-5201: https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=18033 Item 11 Item 11 Staff Report        Item 11: Staff Report Pg. 1  Packet Pg. 431 of 1140  The Council on October 6, 2025, received and approved the Council Appointed Officer committee recommendations. ANALYSIS Item 11 Item 11 Staff Report        Item 11: Staff Report Pg. 2  Packet Pg. 432 of 1140  FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT ATTACHMENTS APPROVED BY: Item 11 Item 11 Staff Report        Item 11: Staff Report Pg. 3  Packet Pg. 433 of 1140  1 EMPLOYMENT AGREEMENT BETWEEN CITY OF PALO ALTO AND CHRISTOPHER D. JENSEN THIS AGREEMENT is between the City of Palo Alto (“City”), a municipal corporation and chartered city, and Christopher D. Jensen (“Jensen”). It is effective on the latest date next to the signatures on the last page. This Agreement is entered into on the basis of the following facts: A. City, acting by and through its City Council (“Council”), desires to employ Jensen as its City Attorney, effective March 30, 2026 or a date thereafter, mutually agreed upon by the parties, when Jensen reports for and begins work, whichever is sooner. The Council’s employment of Jensen is subject to the terms and conditions set forth in this Agreement, and in the Charter and Municipal Code of the City of Palo Alto. B. Under the Charter, the City Attorney is appointed by the Council and serves at its pleasure. Notwithstanding any provision of the City of Palo Alto Merit System Rules and Regulations or other City regulation or policy, the City Attorney serves at-will, with no expectation of continued employment, and with no right to pre- or post-separation due process or appeal. C. Jensen desires to be employed by the City as its City Attorney, subject to the terms and conditions in this Agreement, and in the Charter, Municipal Code and other applicable laws. D. The City and Jensen wish to establish specific terms and conditions relating to compensation and benefits, performance evaluations, and related matters. BASED UPON THE FOREGOING, THE CITY AND JENSEN AGREE AS FOLLOWS: 1. Employment Start Date. The Council appoints Jensen as City Attorney for an indefinite term to begin on March 30, 2026 or a date thereafter, mutually agreed-upon by the parties, when Jensen reports for and begins work, whichever is sooner (“Employment Start Date”). Item 11 Attachment A - City Attorney Agreement - Jensen        Item 11: Staff Report Pg. 4  Packet Pg. 434 of 1140  2 Duties of the City Attorney. Jensen will perform the duties of the City Attorney as established in the Charter, the Palo Alto Municipal Code, and by direction of the Council. Jensen agrees to perform these duties consistent with the California Rules of Professional Responsibility governing licensed attorneys and all other applicable federal, state and local laws, ordinances, rules and regulations. Full Energy and Skill. Jensen will devote his full energy, skill, ability, and productive time to the performance of his duties under this Agreement. No Conflict. Jensen will not engage in any employment, activity, consulting service, or other enterprise, with or without compensation, that is actually or potentially in conflict with, or that interferes with, the performance of the City Attorney’s duties. Jensen acknowledges that he is subject to applicable conflict of interest requirements in state law, the California Rules of Professional Responsibility, and local law and policy. 1.1. Uncompensated Professional Activities. Jensen may attend and/or participate in uncompensated appropriate professional activities, provided that these activities do not compromise or impair Jensen’s ability to perform the City Attorney’s duties as set forth in this Agreement. Jensen shall keep the Council informed of professional activities requiring absences of more than one day and activities requiring more than de minimis time and attention. This Section shall not be interpreted to limit the City Attorney’s ability to participate in professional organizations with purposes germane to the practice of municipal law and related fields (e.g., California League of Cities City Attorneys Department). Compensation and Benefits. Jensen shall receive the following compensation and benefits: 1.1. Initial Compensation. Beginning on and continuing from the Employment Start Date, Jensen will receive a base salary of Three Hundred and Eighty Thousand dollars ($380,000), prorated and paid on the City’s normal paydays. This salary is subject to authorized or required deductions and withholding. Jensen acknowledges that he is an exempt employee under applicable wage and hour law and his base salary is compensation for all hours worked. Item 11 Attachment A - City Attorney Agreement - Jensen        Item 11: Staff Report Pg. 5  Packet Pg. 435 of 1140  3 1.1. Compensation Adjustments. Commencing with the fiscal year beginning July 1, 2026, and not less than once each subsequent fiscal year, the Council shall meet for the purpose of evaluating the performance of Jensen and determining whether to grant Jensen an increase in annual base salary or other compensation. The Council retains sole discretion to determine whether to grant a compensation increase, and the amount and form thereof, but shall endeavor in good faith to consider performance, labor market conditions, internal equity considerations, and/or other appropriate factors in determining Jensen’s compensation. 1.1. Standard Management Benefits and Allowances. Except as otherwise provided in this Agreement, Jensen's employment with the City shall be governed by the City Council adopted Compensation Plan for Management and Professional Personnel and Council Appointees, as it currently exists and may be modified by the Council from time to time (“Management Compensation Plan”). Jensen will be eligible for, and shall receive, all regular benefits (e.g. health insurance, dental, and vision benefits) and vacation, sick leave, and management leave as are set forth in the Management Compensation Plan. Jensen shall comply with all rules and procedures, and shall make any and all employee contributions (such as employee contributions to the City’s CalPERS employer contribution) set forth in the Management Compensation Plan. 1.1.1. Salary Increases Governed Exclusively by This Agreement. Jensen acknowledges that Subsection 3.2 is the sole method for increasing the City Attorney’s base salary or salary-equivalent compensation, such as 401(a) Defined Benefit Retirement contributions set forth in Subsection 3.4.1. Provisions of the Management Compensation Plan regarding salary increases shall not apply. 1.1. Additional Benefits and Allowances. In addition to the benefits specified in Subsection 3.3, Jensen will receive the following additional benefits and allowances: 1.1.1. 401(a) Defined Contribution Retirement Plan. The City shall contribute $20,000 annually to a 401(a)-retirement plan account established for Jensen, prorated and contributed on the City’s normal paydays ($769.23/pay period). Jensen will make any additional contribution required under the plan, if any, and may make additional voluntary contributions if eligible under the plan. 1.1.2. Vacation Accrual Rate. In recognition of prior public service, the City Item 11 Attachment A - City Attorney Agreement - Jensen        Item 11: Staff Report Pg. 6  Packet Pg. 436 of 1140  4 shall Item 11 Attachment A - City Attorney Agreement - Jensen        Item 11: Staff Report Pg. 7  Packet Pg. 437 of 1140  4 place Jensen at the highest tier of vacation accrual available within the Management Compensation Plan, which is currently two hundred (200) hours per year, prorated and earned each pay period. 1.1.1. Parking. The City will provide parking at the Civic Center at no cost to Jensen. 1. Professional Fees/Costs. During the term of Jensen’s service and in accordance with applicable City policies and procedures, the City will pay the cost of Jensen’s annual California Bar Association dues, as well as reasonable fees for membership in organizations associated with the office of the City Attorney and costs of appropriate conferences, trainings, and seminars. 1. Fidelity Bonds. The City shall bear the full cost of any fidelity or other bonds that may be required in the performance of Jensen’s services under this Agreement. Duration of Employment. Jensen understands and agrees that he has no protected property or other interest in continuing employment as City Attorney. Jensen waives any and all rights, if any, under federal, state or local law, the Merit System Rules and Regulations, and the Management Compensation Plan, pertaining to pre- or post-separation due process. Jensen understands and agrees that he works at the will and pleasure of the Council and that he may be terminated or asked to resign at any time, with or without cause, subject to the requirements of Subsection 6.1 of this Agreement. 1.1. Severance Pay. If Jensen is terminated or asked to resign, and upon execution of a release of all claims against the City, the City shall provide Jensen with a cash severance payment or payments (without interest) equivalent to nine months of salary and benefits as set forth in Section 3 of this Agreement. All normal or legally-required withholdings shall be made. After two full years of service as City Attorney, beginning from Jensen’s Employment Start Date, the severance payment in this Subsection will increase to twelve months of salary and benefits. 1.1.1. Severance Not Available Under Certain Conditions. No severance shall be paid if Jensen is separated from employment after conviction of a felony or a conviction for a crime involving an abuse of office or his position, as defined in Government Code § 53243.4, or for conduct that is charged by appropriate Item 11 Attachment A - City Attorney Agreement - Jensen        Item 11: Staff Report Pg. 8  Packet Pg. 438 of 1140  5 authorities as a felony and later results in a felony conviction or conviction for a crime involving an abuse of office. If this Subsection is triggered by the filing of charges, the City shall hold the amount of potential severance in a segregated account pending determination of criminal proceedings. 1. Indemnification. The City will defend and pay any costs and judgments assessed against Jensen arising out of an act or omission by Jensen occurring in the course and scope of his performance of his duties under this Agreement in accordance with the provisions of Government Code Sections 825, 995, and 995.2 through 995.8. 1. Miscellaneous. 1.1. Notices. Notices given under this Agreement shall be in writing and shall be either: a) served personally; or b) sent by electronic mail (provided a hard copy is mailed within three (3) business days); or c) delivered by first-class United States mail, certified, with postage prepaid and a return receipt requested; or d) sent by equivalent private mail delivery service. Notices shall be deemed received at the earlier of actual receipt or three (3) days following deposit in the United States mail, postage prepaid. Notices shall be directed to the addresses shown below, provided that a party may change such party's address for notice by giving written notice to the other party in accordance with this Subsection. CITY: Attn: Human Resources 250 Hamilton Avenue, Palo Alto CA 94301 Phone (650) 329-2376 JENSEN: Christopher D Jensen c/o 250 Hamilton Avenue, Palo Alto CA 94301 Phone (650) 329-2171 1.2. Entire Agreement/ Amendment. This Agreement constitutes the entire understanding and agreement between the parties as to those matters contained in it, and supersedes any and all prior or contemporaneous agreements, representations and understandings of the parties. This Agreement may be amended at any time by mutual agreement of the parties, but any such amendment must be in writing, dated, and signed by the parties and attached hereto. 1.3. Applicable Law and Venue. This Agreement shall be governed by and Item 11 Attachment A - City Attorney Agreement - Jensen        Item 11: Staff Report Pg. 9  Packet Pg. 439 of 1140  6 interpreted according to the laws of the State of California. Venue of any action regarding this Agreement shall be in the proper court in Santa Clara County. 1.1. Severability. In the event any portion of this Agreement is declared void, such portion shall be severed from this Agreement and the remaining provisions shall remain in effect, unless the result of such severance would be to substantially alter this Agreement or the obligations of the parties, in which case this Agreement shall be immediately terminated. 1.2. Waiver. Any failure of a party to insist upon strict compliance with any term, undertaking, or condition of this Agreement shall not be deemed to be a waiver of such term, undertaking, or condition. To be effective, a waiver must be in writing, signed and dated by the parties. 1.3. Representation by Counsel. Jensen and the City acknowledge that they each did, or had the opportunity to, consult with legal counsel of their respective choosing with respect to the matters that are the subject of this Agreement prior to executing it. 1.4. Section Headings. The headings on each of the sections and subsections of this Agreement are for the convenience of the parties only and do not limit or expand the contents of any such section or subsection. Christopher D. Jensen City of Palo Alto ____________________________ ___________________________ Approved as to Form: ___________________________________________________________________________ City Attorney’s Office Item 11 Attachment A - City Attorney Agreement - Jensen        Item 11: Staff Report Pg. 10  Packet Pg. 440 of 1140  NOT YET APPROVED Item 11 Attachment B - Resolution Appointing Christopher Jensen        Item 11: Staff Report Pg. 11  Packet Pg. 441 of 1140  Section 2. Christopher Jensen shall serve as the City Attorney at the will of the Council as provided by the Charter, and shall further serve according to all of the terms and provisions of the Charter, the Municipal Code, and his employment agreement; and Item 11 Attachment B - Resolution Appointing Christopher Jensen        Item 11: Staff Report Pg. 12  Packet Pg. 442 of 1140  City Council Staff Report From: City Manager Report Type: ACTION ITEMS Lead Department: Planning and Development Services Meeting Date: March 16, 2026 Report #:2512-5734 TITLE QUASI-JUDICIAL. 2100-2400 Geng Road [24PLN-00356 & 24PLN-00357]: Request for Approval of Applications for Site and Design, a Conditional Use Permit, and a Vesting Tentative Map to Construct 145 For Sale Townhome Units. Thirteen Percent of the Units Would Be Deed Restricted to Low Income Households. The Project is Proposed in Accordance with Builder’s Remedy (California Government Code Section 65589.5(d)(5)). A Senate Bill 330 Pre-Application was Filed on July 8, 2024. The Project Also Includes Adoption of a Parkland Improvement Ordinance to Authorize Tree Removals in the Baylands Athletic Center, Which Would be Impacted by the Project. CEQA Status: Exempt from CEQA in Accordance with CEQA Guidelines Section 15183 (Comprehensive Plan Consistency). RECOMMENDATION Staff Recommends that City Council: 1. Consider the project exempt from CEQA in accordance with CEQA Guidelines Section 15183 (Comprehensive Plan Consistency) as documented in Attachment G; 2. Approve the Site and Design, Conditional Use Permit, and Vesting Tentative Map Applications based on findings and subject to conditions of approval in the Draft Record of Land Use Action (RLUA) in Attachment B; and 3. Adopt the Parkland Improvement Ordinance in Attachment C authorizing the proposed work and modifications in the Baylands Athletic Center within the City’s Baylands open space. EXECUTIVE SUMMARY The project proposes 145 townhome units for sale with thirteen percent of the units (19 units) deed restricted to serve low-income households. The residential development would be located on two contiguous parcels located at 2100-2400 Geng Road totaling 480,230 square feet (approximately 11-acres). A Vesting Tentative Map is requested to merge these parcels and Item 12 Item 12 Staff Report        Item 12: Staff Report Pg. 1  Packet Pg. 443 of 1140  create 145 for-sale condominium units. The project would replace four existing office buildings which are currently occupied by multiple office tenants. BACKGROUND Planning and Transportation Commission (PTC) In accordance with the Site and Design Review process, the PTC held a public hearing to provide a recommendation on this project on December 10, 2025.1 The PTC recommended approval of the proposed project to Council (7-0), making the following motion: Work with the applicant to increase the percentage of native trees on-site; and Consider the suggested language changes recommended by Chair Akin and Commissioner Hechtman.2 1 December 10, 2025, PTC Staff Report (Agenda Item 2): https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=84084&dbid=0&repo=PaloAlto&searchid=d35f7bd7 -fd98-43f0-99da-2bb8fe1dab66 2 This related to minor corrections and references in the record of land use action. Item 12 Item 12 Staff Report        Item 12: Staff Report Pg. 2  Packet Pg. 444 of 1140  Architectural Review Board On October 16, 2025, the Architectural Review Board (ARB) held an early hearing to provide feedback on the proposed project design. The project applicant addressed most of the ARB comments and returned to the ARB for a formal recommendation on January 15, 2026. A summary of design refinements to address ARB comments is included in the January 15, 2026, staff report.5 The ARB recommended approval of the proposed project to Council (3-0), with Vice Chair Adcock and Board Member Hirsch absent. Parks and Recreation Commission (PRC) On December 16, 2025, the PRC reviewed the Draft Parkland Improvement Ordinance for the project related impacts from grading and construction activity to approximately forty-five (45) non-native Blue Gum Eucalyptus (Eucalyptus globulus) trees located on the project’s shared property line with the Baylands Athletic Center, a City owned public recreation facility within the City’s Baylands Nature Preserve.6 The PRC recommended approval of the Park Improvement Ordinance to Council (6-0), with Commissioner Deng absent, making the following motion: 5 January 15, 2026, ARB Staff Report (Agenda Item 2): https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=85239&dbid=0&repo=PaloAlto 6 December 16, 2025, PRC Staff Report (Agenda Item 4): https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=84149&dbid=0&repo=PaloAlto Item 12 Item 12 Staff Report        Item 12: Staff Report Pg. 3  Packet Pg. 445 of 1140  spaces. Of those spaces, 290 spaces would be provided in the townhome garages (70 tandem spaces) and 43 parking spaces would be provided along the private streets, including 4 accessible spaces. One (1) electrical vehicle parking space would be installed in each garage for the 145 units. Associated site improvements include rooftop amenity spaces, 28,294 sf of common open spaces and 62,108 sf of private open spaces for a total of 90,402 sf of usable open spaces, landscaping, and utility improvements. Site and Design Review: The process for evaluating this type of application is set forth in Palo Alto Municipal Code (PAMC) Chapter 18.30(G). Site and Design applications are reviewed by the PTC and ARB, and recommendations are forwarded to the City Council for final action. Site and Design projects are evaluated against specific findings that include both the ARB findings (ARB purview) and Site and Design findings (PTC purview). All findings must be made in the affirmative to approve the project. Failure to make any one of the findings requires project redesign or denial. Findings for Council to approve this site and design application are provided in Attachment B. Conditional Use Permit (CUP): The process for evaluating this type of application is set forth in PAMC Section 18.77.060. CUP applications are reviewed by staff and the Director will prepare a written decision to approve, approve with conditions, or deny the application based on the Findings set in PAMC Section 18.76.010(c). Notwithstanding, in accordance with PAMC 18.40.170 the Director may forward the decision to Council. Therefore, the findings for approval of a CUP are included in Attachment B. Vesting Tentative Map: The process for evaluating this type of application is set forth in Title 21 of the PAMC and California Government Code 66474. The process for approval of a Vesting Tentative Map for a condominium subdivision is outlined in PAMC Sections 21.12.010 and 21.13.020. Vesting Tentative Maps require PTC review. The PTC reviews whether the amended subdivision is consistent with the Subdivision Map Act (in particular, Government Code 66474, Title 21 of the PAMC, the Palo Alto Comprehensive Item 12 Item 12 Staff Report        Item 12: Staff Report Pg. 4  Packet Pg. 446 of 1140  Plan, and other applicable provisions of the PAMC and State law. The PTC’s recommendation is forwarded to the City Council for final approval. Findings for Council to approve the Vesting Tentative Map are provided in Attachment B. Parkland Improvement Ordinance: The process for evaluating this type of application is set forth in Article VIII of the Charter of the City of Palo Alto and PAMC Section 22.08.005. This process requires a recommendation by the Parks and Recreation Commission, which is forwarded to City Council for final action. Council must approve and adopt a plan covering the proposed improvements before any substantial building, construction, reconstruction or development is approved on dedicated parkland. The draft ordinance is provided in Attachment C. Purview of the formal application is limited by the following State law in the following ways: Housing Accountability Act (Government Code 65589.5): The project constitutes a “housing development project,” as well as “housing for very low, low-, or moderate income households” under the Housing Accountability Act. The Housing Accountability Act Section 65589.5(d) states that a city cannot deny such a project or impose conditions of approval that would render it infeasible unless it makes specified findings. Among those findings are: (1) that the project would have a specific, adverse impact upon the public health or safety that cannot be mitigated. Because the project is a “builder’s remedy project,” as defined in AB 1893, the City is further limited to only enforcing those objective standards that exist in a zone district or land use designation that allows the density requested. If there are no such zoning districts or general plan designations in the City, then the applicant may identify any City standards that facilitate the project and only those standards shall apply. If the project meets these identified standards, the City cannot impose conditions of approval that preclude the project from being constructed as proposed by the applicant. Because the project is a “builder’s remedy project,” as defined in AB 1893, the “base density” for purposes of State Density Bonus Law shall be the maximum density permitted for builder’s remedy projects (e.g. three times the density permitted in the zoning code or general plan). The project applicant is also able to utilize incentives, concessions, and waivers under State Density Bonus Law when demonstrating compliance with the enforceable standards. ANALYSIS Staff evaluated the project in accordance with the Comprehensive Plan, Zoning Ordinance, and other applicable goals and policies of the City and found the project consistent, or otherwise deviates in a manner permissible under State law. Consistency with the Comprehensive Plan, Area Plans, and Guidelines The Comprehensive Plan land use designation for the project site is Research/Office Park, which states: "Office, research and manufacturing establishments whose operations are buffered from adjacent residential uses… in some locations, residential and mixed-use projects may also locate in this category. Maximum allowable FAR ranges from 0.3 to 0.5, depending on site Item 12 Item 12 Staff Report        Item 12: Staff Report Pg. 5  Packet Pg. 447 of 1140  conditions. Consistent with the Comprehensive Plan, multifamily housing may be allowed in specific locations.” Because one of the two parcels on the project site is identified as a Housing Inventory site in accordance with the City’s adopted Housing Element, the proposed land use is consistent with the Comprehensive Plan.9 The proposed Vesting Tentative Map is consistent with the Comprehensive Plan, in that the site allows “Multifamily” land uses and will be developed as a multifamily development. The map facilitates the redevelopment of an existing parcel within the City’s urban service area which is consistent Policy L-1.2 of the Comprehensive Plan as well as the Housing Element, as discussed further below. The project complies with most of the goals and policies set forth in the adopted elements of the Comprehensive Plan, but it does not conform to the maximum floor area ratios. This is permissible under the Builder’s Remedy provisions established in AB 1893, as further detailed in Attachment B. Comprehensive Plan consistency is not a valid basis for denying this project. Housing Element Consistency One of the two parcels on which the proposed project would be located is identified as a housing inventory site. The Housing Element site inventory anticipated the development of 175 units on this proposed site at a moderate-income level. The project is a 145-unit development, of which 126 units will be market rate (above-moderate income) and nineteen units (13%) are designated to be provided at below-market rate (BMR) at a rate affordable to low-income households. Because none of the units are provided at moderate income, as anticipated in the Housing Element, approval of this project would result in a shortfall of capacity for moderate income units in the Housing Element sites inventory and this shortfall will likely exceed the City’s “buffer” for that income level. As a result, if the project is approved, the City will likely need to identify alternative sites for moderate income units within 180 days following the approval. It is not unusual for sites to be developed in a manner different from the projections in the site inventory. Staff have begun work on the identification of alternative sites in anticipation of this shortfall. The development would add new residential units that contribute to the City’s Regional Housing Need Allocation (RHNA), including 19 affordable housing units, consistent with Goal 2 of the Housing Element, which states, “assist in the provision of safe, attainable, and sustainable housing, especially affordable housing, to meet the needs of all economic segments of the community.” Baylands Master Plan and Bayland Design Guidelines The project is located within the boundaries of the Baylands Master Plan on the area identified as Private Lands. The project is subject to Site and Design review, as detailed in this report, consistent with the Baylands Master Plan Policy 1 for Private Lands. The project also includes 9 Housing Inventory Site (APN 008-02-035) projected at 175 units at moderate income level. Item 12 Item 12 Staff Report        Item 12: Staff Report Pg. 6  Packet Pg. 448 of 1140  extensive tree planting especially along the perimeter of the property to aid in screening of the new development. Site Assessment and Design Guidelines The Site Assessment and Design Guidelines, Palo Alto Baylands Nature Preserve, developed in 2005, are intended to be used when designing or reviewing projects located in any part of the Baylands—including projects on privately-owned land. Conformance with these guidelines ensures compatibility with the special aesthetic qualities and environmental conditions unique to the Baylands. The following design principles are suggested to reflect and preserve the Baylands’ unique landscape character and have been used to review this application: Use only muted, natural colors. Choose materials and finishes that will weather without degrading. Preserve the horizon line with low and horizontal elements. Mount fences, enclosures, and identity signs low to the ground. Reduce the size and mounting heights of regulatory sign. Palo Alto Comprehensive Airport Land Use Plan (CLUP) The CLUP is intended to protect the general welfare of residents within the areas surrounding airports. The project site is located within the Traffic Pattern Zone, which is routinely overflown by aircraft. However, the potential for aircraft accidents in this area is relatively low and land use restrictions are minimal. Santa Clara County planning staff confirmed that referral to the Santa Clara County Airport Land Use Commission is not required. The proposed 145-unit townhome development complies with the density limits established in the Comprehensive Plan and zoning, and there are no residential unit caps within the Traffic Pattern Zone. The development would also comply with the maximum height limit of 154 feet. Item 12 Item 12 Staff Report        Item 12: Staff Report Pg. 7  Packet Pg. 449 of 1140  development standards, including the base ROLM (E)(D)(AD) standards. Notably, exclusively residential uses in the ROLM(E) District require compliance with the RM-20 development standards found in PAMC Chapter 18.13. Additionally, the project is required to comply with the objective development standards set forth under PAMC Chapter 18.24. While the project is inconsistent with some zoning development standards as identified in Attachment D, the applicant requests waivers to deviate from these standards in a manner that is consistent with the builder’s remedy provisions set forth under AB 1893 and state density bonus law. Therefore, these inconsistencies are described for informational purposes, but they do not constitute a basis for denial of a builder’s remedy project. The project complies with the objective standards in PAMC Chapter 18.24 applicable to housing development projects within the ROLM(E) Zone District as detailed in Attachment E. Multi-Modal Access & Parking Valley Transit Authority (VTA) bus line 81 and ACE transit AE-F line are the nearest bus lines to the project site. The California Avenue Caltrain Station is located approximately 2.2 miles from the project site and nearby bicycle lanes are located on Embarcadero Road. Item 12 Item 12 Staff Report        Item 12: Staff Report Pg. 8  Packet Pg. 450 of 1140  native species. Tree replacement values for the project are detailed in the Tree Disposition Table (L 6.1) of the plan set in Attachment H. Private Street Width The project includes new private streets that do not meet the 32-foot minimum width required in PAMC Section 21.20.240. The applicant requested a waiver under State Density Bonus Law to allow a 26-foot width. The proposed width would still comply with all safety requirements, including, but not limited to, fire safety and traffic safety. Item 12 Item 12 Staff Report        Item 12: Staff Report Pg. 9  Packet Pg. 451 of 1140  fees, but the land value may also be determined by an appraisal of the parcel being developed. Although the parkland dedication requirement would apply to this site and payment of in-lieu fee as an alternative would typically be subject to Council’s discretion, on-site dedication is not feasible in this case. Providing land would reduce the project’s housing density, which is not permissible under the Builder’s Remedy. Accordingly, the applicant proposes to satisfy this requirement through the payment of in-lieu fees. Parkland Dedication in-lieu fees for the project total approximately $6,372,600. FISCAL/RESOURCE IMPACT Processing of this application has limited fiscal impact as applicants are responsible for staff and consultant costs through applicable fees through the deposit-based cost recovery program. The proposed improvements are anticipated to increase the assessed value of the subject property, which will generate additional property tax for the City. Palo Alto receives approximately 9.4% of the additional property tax generated. This project is also subject to Development Impact Fees, currently estimated at $8,306,259.10, which includes the aforementioned Parkland Dedication fees and the Public Art fee. STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW Item 12 Item 12 Staff Report        Item 12: Staff Report Pg. 10  Packet Pg. 452 of 1140  environmental regulations of the City. An Initial Study (IS) Checklist to determine consistency with the Environmental Impact Report (EIR) (State Clearinghouse [SCH] #2014052101) certified in 2017 (“2017 EIR”) for the City of Palo Alto’s 2030 Comprehensive Plan was prepared for the project. Pursuant to CEQA Guidelines section 15183, the IS Checklist found that the Project is consistent with a Community Plan or Zoning with any project related effects substantially mitigated under uniformly applicable development policies or standards, see Attachment H. The IS Checklist was published on December 3, 2025. ATTACHMENTS APPROVED BY: Jonathan Lait, Planning and Development Services Director Item 12 Item 12 Staff Report        Item 12: Staff Report Pg. 11  Packet Pg. 453 of 1140  Gas Station #1 EMB 4 EMB-3 EMB-2 EMB-1 U.S. Post Office 717.7' 404.1' 98.4' 153.7' 5.2'19.5'26.6' 377.7' 693.0' 303.6' 330.0' 117.5' 198.0' 475.0' 290.4' 273.9' 175.0' 20.1' 345.2' 7.6' 172.1' 17.8' 31.4' 168.2' 99.8' 7.3' 60.5' 60.0' 31.4' 70.0' 72.0' 63.1' 19.3' 88.1' 30.0' 290.6' 52.3' 17.9' 207.4' 25.0' 103.7' 5.0' 191.2' 60.0' 73.2' 68.3'77.6'5.2'19.5' 124.0' 587.5' 349.6' 25.0' 278.9' 94.8' 349.6' 119.7' 58.3' 163.8' 187.2'45.7'25.0' 103.7' 132.8' 312.2' 272.9' 278.9' 262.6' 20.3' 747.80 169.0' 104.4' 1181.7' 587.5' 94.8' 30.0'28.0' 240.7 52.3' 26.8' 35.2' 27.3' 61.6' 14.8' 187.5' 6.3' 248.8' 236.4' 139.0' 18.7' 139.8' 162.5' 207.7' 168.3' 279.4' 240.6' 72.8' 46.7' 123.8' 175.0' 20.1' 418.5' 20.0' 452.1' 420.5' 345.2' 7.6' 241.3' 393.7' 230.0' 47.1' 129.2' 25.1' 84.3' 18.7' 139.0' 206.3' 312.7' 341.8' 229.3' 30.1' 358.7' 59.7' 115.1' 437.7' 149.5' 159.5' 57.6' 153.2' 281.9' 1.9' 89.8' 48.4' 39.5' 16.4' 386.6' 167.3' 171.5' 115.1' 59.7' 386.6' 169.1' 368.1' 32.7' 526.8' 265.6' 175.1' 248.8' 24.4' 76.5' 153.7' 77.6' 68.3'3.0' 108.7' 119.5' 148.9' 59.5' 108.7' 20.5' 41.1' 42.1' 161.9' 119.5' 66.5' 572.4' 1178.7' 150.6'377.7' 693.0' 303.6' 330.0' 117.5' 198.0' 475.0' 290.4' 273.9' 188.6' 159.5' 57.6' 153.2' 281.9' 438.6' 71.9' 148.9' 59.5'3.0' 73.2' 162.5' 207.7' 204.1' 89.1' 279.8' 47.1' 129.2' 25.1' 95.2' 38.9' 76.5' 38.9' 29.1'47.7' 42.1' 41.1' 393.7' 251.5' 42.8' 3.5'17.8' 172.1' 589.5' 180.0' 40.2' 50.5' 100.0' 1717 1731 1755 1766 2100 Bldg 1 2200 Bldg 2 2300 Bldg 3 2400 Bldg 4 2191 2197 2275 2479 2085 2225 2452 2450 2525 2370 1700 1735 1730 2000 1900 EAST BAYSHORE ROAD BAYSHORE FREEWAY EMBARCADERO ROAD EAST BAYSHORE ROAD WATSON COURT LAURA LANE GENG ROAD BAYSHORE FREEWAY BAYSHORE FREEWAY BAYSHORE FREEWAY O'BRINE LANE WEST BAYSHORE ROAD WEST BAYSHORE ROAD PF PC-4847 CS(D) GM ROLM (E)(D)(AD) PC-4846 ROLM (E)(D)(AD) ROLM (E)(D)(AD) ROW Baylands Athletic Center Tom Casey Field This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend Project Site 0' 309' Attachment A Location Map 2100-2400 Geng Rd CITY OF PALO ALTO I NCO R P O R A TE D CALI FORNIA 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 sswitze, 2025-10-08 06:58:18 (\\cc-maps\Encompass\Admin\Personal\Planning.mdb) Item 12 Attachment A - Location Map        Item 12: Staff Report Pg. 12  Packet Pg. 454 of 1140  DRAFT 1 DRAFT ACTION NO. 2026-__ RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 2100-2400 GENG RD: SITE AND DESIGN, CONDITIONAL USE PERMIT, AND VESTING TENTATIVE MAP [24PLN-00356 & 24PLN-00357] On _________, 2026, the City Council of the City of Palo Alto (“City Council”) approved a Site and Design application, Conditional Use Permit, and Vesting Tentative Map for development of 145 for sale townhome units (“the Project”). In approving the application, Council makes the following findings, determinations, and declarations: SECTION 1. Background. A. On July 8, 2024, Strada Investment Group filed a compliant pre-application in accordance with Senate Bill (SB) 330 and with California Government Code Section 65589.5(d)(5) (also known as Builder’s Remedy). B. On December 18, 2024, Strada Investment Group filed a Site and Design and Conditional Use Permit application (24PLN-00356) for 145 for sale townhome units to allow for the proposed multi-family development and use of the site. In addition, Strada Investment Group filed an application for a Vesting Tentative Map (24PLN-00357) to merge two existing lots to create a single resulting 480,230-square-foot parcel (11.02 acres) and to re-subdivide the lot for condominium purposes for 145 townhome units. The project includes the following density bonus waivers and concessions in accordance with State Density Bonus Law, and additional protections as a “builder’s remedy project,” under AB 1893: • Waiver 1: Floor Area Ratio (0.97:1 where 0.5:1 maximum is allowed) • Waiver 2: Height (42 feet where 30 feet maximum is allowed) • Waiver 3: Front Setback (16.5 feet where 20 feet is required) • Waiver 4: Rooftop Garden Width (Railings intersect a plane measured at a forty-five degree angle from the edge of the building sloping upward and inward toward the center of the unit) • Waiver 5: Private street width (26 feet where 32 feet is required) • Concession 1: Distribution of below market rate units. C. The project site is comprised of two existing lots (APN 008-02-035, Approximately 239,800 square feet and APN 008-02-036, Approximately 240,430 square feet). The site contains four existing office buildings. To the north of the project site is the Baylands Athletic Center that offers softball/baseball lighted fields on a six-acre facility. Adjacent uses to the south, east, and west are office buildings. Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 13  Packet Pg. 455 of 1140  DRAFT 2 D. Following staff review, the Architectural Review Board held a duly noticed public hearing to review the Site and Design application at an initial hearing on October 16, 2025, to provide feedback on the design. E. Following staff review of the Site and Design application, Conditional Use Permit, and Vesting Tentative Map, the Planning and Transportation Commission held a duly noticed public hearing to review the project and recommended approval on December 10, 2025, subject to conditions of approval. F. Following the Planning and Transportation Commission’s review of the project, the Architectural Review Board held a duly noticed public hearing to review the Site and Design application and recommended approval on January 15, 2026, subject to conditions of approval. G. On December 16, 2025 the Parks and Recreation Commission considered the associated Park Improvement Ordinance required for the project and recommended approval, subject to conditions of approval. H. On ___________, 2026 the City Council held a duly noticed public hearing at which evidence was considered and all persons were afforded an opportunity to be heard in accordance with the City Council’s policies and procedures . SECTION 2. Environmental Review. The City, acting as the lead agency for the Project, has determined that the project is exempt from the California Environmental Quality Act (CEQA) in accordance with CEQA Guideline section 15183. An Initial Study (IS) Checklist to determine consistency with the Environmental Impact Report (EIR) (State Clearinghouse [SCH] #2014052101) certified in 2017 (“2017 EIR”) for the City of Palo Alto’s 2030 Comprehensive Plan found that the Project is consistent with a Community Plan or Zoning with any project related effects substantially mitigated under uniformly applicable development policies or standards. Documentation to support the exemption is available as part of the public record on file with the Planning and Development Services Divis ion. SECTION 3. Site and Design Review Objectives. The design and architecture of the proposed improvements, as conditioned, comply with the Site and Design Objectives as required in Chapter 18.30.060(G) of the PAMC. 1. Objective (a): To ensure construction and operation of the use in a manner that will be orderly, harmonious, and compatible with existing or potential uses of adjoining or nearby sites. The proposed project is located on two contiguous parcels located at 2100-2400 Geng Road. To the north of the project site is the Baylands Athletic Center that offers softball/baseball lighted fields on a six-acre facility. Adjacent uses to the south, east, and west are office buildings. While surrounding uses differ from the proposed residential use, the project site allows residential development with a conditional use permit. The colors and materials of the project are consistent with the Baylands Design Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 14  Packet Pg. 456 of 1140  DRAFT 3 Guidelines, such as using muted colors. Lighting would be downcast and the proposed landscaping would provide long-term visual screening along the property line abutting the Baylands Athletic Center. The project would not conflict with the City’s airport operations and is consistent with the adopted Comprehensive Airport Land Use Plan. Therefore, the project is consistent with this objective. 2. Objective (b): To ensure the desirability of investment, or the conduct of business, research, or educational activities, or other authorized occupations in the same or adjacent areas. The project is located within the boundaries of the Baylands Master Plan on the area identified as Private Lands. The proposed residential project would redevelop two parcels currently occupied with office uses. The proposed use is consistent with the land use designation and, with a Conditional Use Permit, is consistent with the allowed uses set forth in the zoning code. The project would provide 145 townhome units improving the City’s jobs housing imbalance consistent with the Housing Element’s goals and policies. The project would not affect existing or potential future uses within the surrounding area including the adjacent airport, nearby office uses, and/or recreational use of the Baylands and therefore would not affect the desirability of investment, or the conduct of business, research, or educational activities on adjacent sites. 3. Objective (c): To ensure that sound principles of environmental design and ecological balance shall be observed. The project is consistent with the Baylands Design Guidelines in that it utilizes muted colors and materials that will weather without degrading such as stucco and treated wooden siding. Lighting is designed and conditioned to not shine onto the adjacent properties. The project will implement green building measures as required by the Palo Alto Municipal Code and, in itself, allows for the increased reuse of recycled water within the City of Palo Alto and surrounding communities. 4. Objective (d): To ensure that the use will be in accord with the Palo Alto Comprehensive Plan. The proposed project complies with all applicable and objective standards in the Comprehensive Plan and the Palo Alto Municipal Code except where waivers or concessions are requested pursuant to state density bonus law or additional protections as a “builder’s remedy project,” under AB 1893. In accordance with The Housing Accountability Act as set forth in California Government Code 65589.5(j)(3), the receipt of a density bonus, incentive, concession, waiver, or reduction of development standards pursuant to Section 65915 shall not constitute a valid basis on which to find a proposed housing development project is inconsistent, not in compliance, or not in conformity, with an applicable plan, program, policy, ordinance, standard, requirement, or other similar provision. Therefore, the project is compliant with the objective standards. A summary of the project’s consistency with the Comprehensive Plan is provided in this table. The project is required to comply with the Comprehensive Plan to the extent that the requirements are objective. Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 15  Packet Pg. 457 of 1140  DRAFT 4 Comp Plan Goals and Policies How project adheres or does not adhere to Comp Plan The Comprehensive Plan land use designation for the site is Research/Office Park which allows multifamily housing in specific locations. One of the two parcels on which the proposed project would be located is identified as a housing inventory site. The project adheres to the Comprehensive Plan by providing housing on this opportunity site. The proposed multi-family use is allowed within this land use designation. Housing Element Policy 4.3 Implement development standards, objective design standards, and architectural and green building standards that encourage new high-quality rental and ownership housing. The project complies with the implemented standards except where requests for waivers or concessions in accordance with state density bonus law is provided. The project provides the necessary upgrades to infrastructure on the site to provide new high-quality ownership units. The project complies with all required green building requirements in accordance with state law and the city’s local reach code. Land Use and Community Design Element Policy L-6.1 Promote high-quality design and site planning that is compatible with surrounding development and public spaces. The project utilizes a muted material palette with natural colors and materials that will weather without degrading. The design aligns with The Site Assessment and Design Guidelines, intended to ensure compatibility with the special aesthetic qualities and environmental conditions unique to the Baylands. Policy L-9.2 Encourage development that creatively integrates parking into the project, including by locating it behind buildings or underground wherever possible, or by providing for shared use of parking areas. Encourage other alternatives to surface parking lots that minimize the amount of land devoted to parking while still maintaining safe streets, street trees, a vibrant local economy and sufficient parking to meet demand. 290 spaces would be provided in the townhome garages (70 tandem spaces) and 43 parking spaces would be provided along the private streets, including 4 accessible spaces. The frontage still provides a sidewalk, street trees and other greenery for an inviting streetscape. Policy L-9.4 Treat residential streets as both public ways and neighborhood amenities. Provide and maintain continuous sidewalks, healthy street trees, benches and other amenities that promote walking and “active” transportation. The project includes private streets lined with trees as well as new short-term bicycle parking within the common area and bicycle parking in garage fronting the streets to promote active transportation. This improves the current office park design, which provides surface level parking along the project frontage. Policy L-9.9 Involve the Urban Forester, or appropriate City staff, in development review. The applicant has worked closely with the City’s Urban Forestry division to ensure that tree removals meet the goals of the Urban Forest Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 16  Packet Pg. 458 of 1140  DRAFT 5 Comp Plan Goals and Policies How project adheres or does not adhere to Comp Plan Master Plan. The proposed 648 replacement trees would exceed the required 292 trees. Further, the applicant has also worked with Urban Foresty to develop a parkland improvement ordinance that would address project related impacts to adjacent City trees on Parkland. Policy L-10.2 Regulate land uses in the Airport Influence Area to ensure consistency with the Palo Alto Airport Comprehensive Land Use Plan and the Baylands Master Plan. The project would not exceed density requirements as set forth in the adopted Comprehensive Plan and zoning and there are no limits on residential units within the Airport Traffic Pattern Zone. Further, the development would not exceed the maximum height limit of 154 feet. The project is conditioned to secure a Determination of No Hazard from the Federal Aviation Administration and the recording of an Avigation Easement and Deed Notice with the Vesting Tentative Map to ensure prospective buyers are made aware of the airport's existence and any potential impacts that the airport activity has on surrounding land uses. Transportation Element Policy T-3.7 Encourage pedestrian-friendly design features such as sidewalks, street trees, on-street parking, gathering spaces, gardens, outdoor furniture, art and interesting architectural details. The project includes direct connections to the sidewalk that help to activate the frontage along Geng Road in addition to new street trees and plantings. Policy T-3.9 Support citywide sustainability efforts by preserving and enhancing the tree canopy where feasible within the public right-of- way, consistent with the Urban Forest Management Plan, as amended. The project meets the tree canopy replacement requirements through on site planting. The project includes removal of 218 trees and replaces with 648 trees, over which 50 percent would be California native species, and 57 would be coast live oaks and valley oaks. Urban Forest and Understory Policy N-2.3 Enhance the ecological resilience of the urban forest by increasing and diversifying native species in the public right-of-way, protecting the health of soils and understory vegetation, encouraging property owners to do the same and discouraging the planting of invasive species. The project will remove the existing 216 trees on site, and replace them with 648 new trees, an increase of 432 trees. Of the new trees, a majority will be native species and high habitat value species, including coast live oak, valley oak, and California buckeye. The understory is also designed to support native habitat. Shrubs & Grasses are nearly all California native species with a focus on high habitat value species. Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 17  Packet Pg. 459 of 1140  DRAFT 6 Comp Plan Goals and Policies How project adheres or does not adhere to Comp Plan Policy N-2.11 Coordinate City review by the Urban Forester, Planning, Utilities, and Public Works Departments, of projects that might impact the urban forest. While the project will impact the urban forest, the replacement tree values will exceed what is required. The project will also include a parkland improvement ordinance to address the potential impacts to City trees on adjacent parkland. This ordinance includes provisions for a program to replace the impacted unhealthy non-native public trees over time. Flood Hazard and Mitigation Policy S-2.8 Minimize exposure to flood hazards by protecting existing development from flood events and adequately reviewing proposed development in flood prone areas. The project site would be graded and raised out of the flood zone to meet minimum National Flood Insurance Program standards. The applicant submitted a Conditional Letter of Map Revision with FEMA. Following project construction a Letter of Map Revision from FEMA will officially revise the current NFIP map to show changes to floodplains, regulatory floodways, or flood elevations. SECTION 4. Conditional Use Permit Findings. Conditional Use Permit approval is based on the findings indicated under PAMC Section 18.76.010: 1. The proposed use, at the proposed location, will not be detrimental or injurious to property or improvements in the vicinity, and will not be detrimental to the public health, safety, general welfare, or convenience. A Conditional Use Permit is required for a residential use within the ROLM(E) Zone District. In the surrounding vicinity of the project site, there is a Post Office, International School of the Peninsula, two automobile agencies, and office uses. To the north of the project site is the Baylands Athletic Center that offers softball/baseball lighted fields on a six-acre facility. Adjacent uses to the south, east, and west are office buildings. With the conditions set forth in this record of land use action, which reduce lighting impacts of the proposed project within the Baylands setting, the project would not be detrimental to the public health, safety, general welfare or convenience to other property improvements in the vicinity. 2. The proposed use will be located and conducted in a manner in accord with the Palo Alto Comprehensive Plan and the purposes of the Zoning Ordinance. The Comprehensive Plan land use designation for the project site is Research/Office Park, which states: "Office, research and manufacturing establishments whose operations are buffered from adjacent residential uses… in some locations, residential and mixed-use projects may also locate in this category. Maximum allowable FAR ranges from 0.3 to 0.5, depending on site Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 18  Packet Pg. 460 of 1140  DRAFT 7 conditions. Consistent with the Comprehensive Plan, multifamily housing may be allowed in specific locations.” Because a portion of the site is identified as a Housing Inventory site in accordance with the City’s adopted Housing Element, the proposed land use is consistent with the Comprehensive Plan. Though the project exceeds the floor area ratio allowance set forth for this land use designation, the applicant requests a waiver in accordance with state density bonus law for the floor area; therefore, the increase in FAR may not be seen as inconsistent with the zoning ordinance or Comprehensive Plan. Additionally, the proposed application was filed in accordance with the Builder’s Remedy provision in the Housing Accountability Act. Therefore, inconsistency with the Comprehensive Plan land use designation is not a basis for denial of a project. Because the project is a “builder’s remedy project,” as defined in AB 1893, the City is further limited to only enforcing those objective standards that exist in a zone district or land use designation that allows the density requested. Exclusively residential uses in the ROLM (E) District requires compliance with the development standards prescribed for the RM - 20 zoning district. The project applicant has identified incentives, concessions, and waivers under State Density Bonus Law to demonstrate compliance with the enforceabl e standards as detailed in Section 1. SECTION 5. Architectural Review Findings. 1. The design is consistent with applicable provisions of the Palo Alto Comprehensive Plan, Zoning Code, coordinated area plans (including compatibility requirements), and any relevant design guides. The project applicant has identified incentives, concessions, and waivers under State Density Bonus Law to demonstrate compliance with the enforceable standards as detailed in Section 1 of this record of land use action. This finding can be made in the affirmative because the project is consistent with applicable Comprehensive Plan goals and policies as summarized above in Section 3, Site and Design Findings, and Section 4, Conditional Use Permit Findings, and the relevant findings can be made in the affirmative. The project is consistent with the Baylands Design Guidelines, as applicable to the proposed project, in that the project uses muted colors and the height is consistent with the requirements for the Palo Alto Comprehensive Airport Land Use Plan and the zoning code as modified in accordance with state law. The proposed 145-unit townhome development would not exceed density requirements as there are no limits on residential units within the Airport Traffic Pattern Zone and the project is consistent with the allowed density set forth in the Zoning and Comprehensive Plan. 2. The project has a unified and coherent design, that: a. creates an internal sense of order and desirable environment for occupants, visitors, and the general community, b. preserves, respects and integrates existing natural features that contribute positively to the site and the historic character including historic resources of the area when relevant, Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 19  Packet Pg. 461 of 1140  DRAFT 8 c. is consistent with the context-based design criteria of the applicable zone district, d. provides harmonious transitions in scale, mass and character to adjacent land uses and land use designations, e. enhances living conditions on the site (if it includes residential uses) and in adjacent residential areas. There is internal order between the pedestrian entries, car entry, and open spaces on the project site. There are three building typologies provided, detached townhomes, row townhomes, and duplex townhomes, that each have varying defined entrances for resi dents. There is no historic character to preserve. The project is designed consistent with the Baylands Design Guidelines with the use of muted colors. While the project mostly complies with the applicable objective standards applied to housing development projects within the ROLM(E) Zone District, the applicant has identified waivers pursuant with State Density Bonus Law and Builder’s Remedy provisions as detailed in Section 1. 3. The design is of high aesthetic quality, using high quality, integrated materials and appropriate construction techniques, and incorporating textures, colors, and other details that are compatible with and enhance the surrounding area. The project consists of a townhome community designed with a high level of aesthetic quality through the use of durable, high quality materials, including stucco, cementitious panels, treated wood siding, brick, and metal balcony railings. The materials, textures, and construction techniques are cohesively integrated into the building design and reflect a contemporary architectural design comparable to other projects in the surrounding vicinity. The proposed neutral muted color palette is compatible with surrounding development and is consistent with the Baylands Design Guidelines. Overall, the project’s design is compatible with the Baylands’ unique landscape character and the visual quality of the surrounding area. 4. The design is functional, allowing for ease and safety of pedestrian and bicycle traffic and providing for elements that support the building’s necessary operations (e.g. convenient vehicle access to property and utilities, appropriate arrangement and amou nt of open space and integrated signage, if applicable, etc.). The project design provides a network of pedestrian and bicycle pathways that access a central green with a stage for community performances, grills, and a games area, pocket parks, and room for additional neighborhood amenities like a community garden. Vehicles would access the site through two entrances: one from Geng Road and the other from East Bayshore road. Bicycle parking is currently shown within each garage totaling 145 bike spaces and a centrally located bike rack on the project site. The proposed centrally located bike parking area holds 16 short - term bike racks. Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 20  Packet Pg. 462 of 1140  DRAFT 9 5. The landscape design complements and enhances the building design and its surroundings, is appropriate to the site’s functions, and utilizes to the extent practical, regional indigenous drought resistant plant material capable of providing desirable habita t that can be appropriately maintained. The project will provide a variety of drought-tolerant planting. A majority of the plantings were selected from a California native palette. The selected varieties of trees would provide appropriate habitat for wildlife as a part of a bigger neighborhood a nd community wide system. Additional landscaping is provided in the common areas of the project. 6. The project incorporates design principles that achieve sustainability in areas related to energy efficiency, water conservation, building materials, landscaping, and site planning. In accordance with the City’s Green Building Regulations, the project will satisfy the requirements for CALGreen Mandatory + Tier 2. This is demonstrated on the GB sheets in the plan set. The project also is designed to accommodate future recycled water improvements should they be available in the future, consistent with the municipal code requirements for this area. SECTION 6. Vesting Tentative Map Findings. A legislative body of a city shall deny approval of a Parcel Map, if it makes any of the following findings (California Government Code Section 66474). The City Council cannot make these findings for the following reasons: 1. That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451: The site is consistent with the Comprehensive Plan as described below. There is no adopted specific plan for this project site. 2. That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans: There is no adopted specific plan for this project site. The proposed vesting tentative map and related improvements is consistent with the Comprehensive Plan in that it facilitates housing development on a site designated for multi-family use within the urban services area, consistent with Goal 2 of the Housing Element and Goal L1.2 of the Land Use Element. The proposed density (13 DU/AC) is consistent with the allowance for multifamily residential in specified locations in the Research/Office Park land use designation of the Land Use Element. The project replaces four existing office buildings with 145 for sale townhome units with thirteen percent of the units (19 units) deed restricted to serve low-income households. Nineteen (19) units (13%) are designated to be provided at below-market rate (BMR) at a rate affordable to low-income households (80% of Area Median Income or below). The project improves the city’s jobs housing imbalance consistent with the Housing Element’s goals and Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 21  Packet Pg. 463 of 1140  DRAFT 10 policies. 3. That the site is not physically suitable for the type of development: The Project site is suitable for multi-family residential development in that it’s located on a site designated on the City’s Land Use Map that allows for multi-family uses and identified as a housing inventory site in the Housing Element. The proposed resulting parcels meet the minimum code requirements for the ROLM(E) zone district with respect to lot area, width and depth. The proposed number of condominium units for the project site complies with the applicable densities set forth in the land use element. 4. That the site is not physically suitable for the proposed density of development: The proposed development would create a total of 145 townhome residential units which is 13 dwelling units (DU) per acre (total project site is 11 acres). This density complies with the minimum and maximum allowable residential density as calculated for the total site area under the zoning code (11-20 DU/acre = 121-220 DU). Building, Palo Alto Fire Department, Planning, Transportation, Zero Waste, and Public Works Engineering have reviewed the requested density bonus waiver to permit a minimum 26-foot street width to ensure that all necessary requirements for safety, including but not limited to, fire safety and traffic safety (e.g. curb cut location, turning radius, etc.) have been met as well as to ensure that the street allows for proper function of the site (e.g. trash pickup). 5. That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat: The project site is located on the eastern side of Highway 101 adjacent to the Baylands Nature Preserve. The Baylands is an approximately 1,976-acre open space located along the edge of San Francisco Bay (Bay) including multiple habitats and a wide variety of recreational and educational benefits. However, the project site is located in an area of approximately 90 acres of industrial research, office, and commercial uses that are concentrated along Embarcadero Road and East Bayshore frontage road. The project design would incorporate lighting reduction design features to reduce the spillover of lighting or glare/increased luminance perceived by birds and other wildlife, in compliance with recommendations by the International Dark -Sky Association. Though the project proposes the removal of 218 on-site trees, the proposed project would also include the planting of 648 trees, which would gradually replace the existing foraging habitat on the site for native migratory birds as these trees gradually mature. The increase in the number of trees on site would also provide valuable foraging resources for migrating birds. Thus, in the long term, the project will continue to support foraging habitat for migrating birds along the San Francisco Bay. With incorporation of t he standard conditions of approval, the project would have less than significant impacts on biological resources, the same Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 22  Packet Pg. 464 of 1140  DRAFT 11 as those identified in the 2017 EIR. Therefore, the project would not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. 6. That the design of the subdivision or type of improvements is likely to cause serious public health problems: The subdivision of this parcel and associated improvements would not have the potential to result in serious health problems. The proposed multi-family use would not include use or storage of hazardous materials. The site is not located on a hazardous waste site pursuant to government code 65962.5. 7. That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds that alternate easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired by the public. This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision. There are no public access easements over the property currently. Therefore, the design of the subdivision will not conflict with any public access easements for access through, or use of, the property. Existing public utility easements would either continue to be used or otherwise vacated and new utility easements created as part of the mapping process to reflect modifications to the location of utility infrastructure. SECTION 7. Vesting Tentative Map Approval Granted. Vesting Tentative Map Approval is filed and processed in accordance to PAMC Section 21.13.020 and granted by the City Council under PAMC Sections 21.12 and 21.20 and the California Government Code Section 66474, subject to the conditions of approval in Section 9 of this Record of Land Use Action. SECTION 8. Final Map. The Final Map submitted for review and approval by the City Council shall be in substantial conformance with the Vesting Tentative Map prepared by CBG Civil Engineers titled “Vesting Tentative Map 2100-2400 Geng Road For Condominium Purposes City of Palo Alto, California”, stamped as received January 30, 2026, except as modified to incorporate the conditions of approval in Section 9. A copy of the Vesting Tentative Map is on file in the Department of Planning and Development Services, Current Planning Division. Prior to the expiration of the Vesting Tentative Map approval, the subdivider shall cause the subdivision or any part thereof to be surveyed, and a Final Map, as specified in Chapter 21.08, to be prepared in conformance with the Vesting Tentative Map as conditionally approved, and in compliance with the provisions of the Subdivision Map Act and PAMC Title 21 and submitted to the City Engineer (PAMC Section 21.16.010[a]). Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 23  Packet Pg. 465 of 1140  DRAFT 12 SECTION 9. Conditions of Approval Site and Design Permit. PLANNING DIVISION 1. CONFORMANCE WITH PLANS. Construction and development shall conform to the approved plans entitled, "2100-2400 Geng Road, Palo Alto, CA” stamped as received by the City on January 30, 2026, on file with the Planning Department, 250 Hamilton Avenue, Palo Alto, California except as modified by these conditions of approval. 2. BUILDING PERMIT. Apply for a building permit and meet any and all conditions of the Planning, Fire, Public Works, and Building Departments. 3. BUILDING PERMIT PLAN SET. A copy of this cover letter and conditions of approval shall be printed on the second page of the plans submitted for building permit. 4. PROJECT MODIFICATIONS. All modifications to the approved project shall be submitted for review and approval prior to construction. If, during the Building Permit review and construction phase, the project is modified by the applicant, it is the responsibility of the applicant to contact the Planning Division/project planner directly to obtain approval of the project modification. It is the applicant’s responsibility to highlight any proposed changes to the project and to bring it to the project planner’s attention. 5. LANDSCAPE PLAN. Plantings shall be installed in accordance with the approved plan set and shall be permanently maintained and replaced as necessary. Landscaping along the rear lot line between the project and Baylands Athletic Center shall be planted at a minimum height of 8 feet. The landscaping screen along the shared property line shall be maintained in accordance with the code requirements for objective standards. 6. NOISE THRESHOLDS ON RESIDENTIAL PROPERTY. In accordance with PAMC Section 9.10.030, No person shall produce, suffer or allow to be produced by any machine, animal or device, or any combination of same, on residential property, a noise level more than six dB above the local ambient at any point outside of the property plane. 7. OPEN AIR LOUDSPEAKERS (AMPLIFIED MUSIC). In accordance with PAMC Section 9.12, no amplified music shall be used for producing sound in or upon any open area, to which the public has access, between the hours of 11:00pm and one hour after sunrise. 8. PG&E ENCROACHMENT PERMIT. An encroachment permit is required prior to any temporary work or permanent improvements within PG&E easement. The project shall comply with any and all requirements of the encroachment permit. Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 24  Packet Pg. 466 of 1140  DRAFT 13 9. SIGN APPROVAL NEEDED. No signs are approved at this time. All signs, if proposed, shall conform to the requirements of Title 16.20 of the Palo Alto Municipal Code (Sign Code) and shall be subject to approval by the Director of Planning. 10. STANDARD REQUIREMENTS FOR UNANTICIPATED DISCOVERY OF BURIED ARCHEOLOGICAL RESOURCES. No known archeological or paleontological resources are present on or within the immediate vicinity of the site. However, as noted in the project description and per the City’s standard conditions, in the unlikely event that an archeological resource is unearthed during ground disturbing activities, work in the immediate area should be halted and an archaeologist meeting the Secretary of the Interior’s Professional Qualific ations Standards for archeology (National Park Service 1983) shall be contacted immediately to evaluate the find. If the find is Native American in origin, then a Native American representative should also be contacted to participate in the evaluation of the find. The qualified archaeologist, and, if applicable, the Native American representative, shall examine the find and make recommendations regarding additional work necessary to evaluate the significance of the find and the appropriate treatment of the resource. Recommendations could include, but are not limited to, invasive or non-invasive testing, sampling, laboratory analysis, preservation in place, or data recovery. A report of findings documenting any data recovered during monitoring shall be prepared by a qualified archaeologist and submitted to the Director of Planning. Prior to commencement of any project-related construction activities, a qualified Archaeologist hired by the applicant shall provide a worker environmental awareness training to all site personnel that addresses cultural and tribal cultural resources. The training shall discuss the appearance of resources that may be encountered during construction as well as the procedures and notification process in the event of discovery. 11. RETENTION OF A QUALIFIED ARCHAEOLOGIST AND ARCHAEOLOGICAL MONITORING. Prior to the start of ground-disturbing activities, the Applicant and/or subsequent responsible parties shall retain an archaeologist meeting the Secretary of the Interior’s Professional Qualifications Standards (NPS 2020a) (Qualified Archaeologist) to carry out all cultural resources related work associated with the project and to oversee the implementation of all cultural resources mitigation measures. The Qualified Archaeologist shall possess experience and familiarity with historic-period and prehistoric archaeological resources in the region. The Qualified Archaeologist or other designated archaeologist working under the direction of the Qualified Archaeologist shall conduct full-time monitoring within native sediments to the project’s proposed maximum depths of disturbance. In general, archaeological monitoring shall be limited to initial ground disturbance which is defined as construction-related earthmoving of sediments from their native place of deposition and does not include any secondary movement of sediment that might be required for the project. The Qualified Archaeologist may adjust monitoring efforts as needed (increase, decrease, or discontinue monitoring frequency) based on the observed potential for construction activities to encounter archaeological deposits. The archaeological monitor shall maintain daily monitoring logs. Following the completion of construction, the Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 25  Packet Pg. 467 of 1140  DRAFT 14 Qualified Archaeologist shall prepare an archaeological monitoring report for submittal to the lead agency and the NWIC with the results of the archaeological monitoring program. 12. STANDARD REQUIREMENTS FOR THE PROTECTION OF NESTING BIRDS. As detailed in the project description and per the City’s standard conditions, vegetation or tree removal shall be prohibited during the general avian nesting season (February 1 – August 31), if feasible. If nesting season avoidance is not feasible, the applicant shall retain a qualified biologist, as approved by the City of Palo Alto, to conduct a preconstruction nesting bird survey to determine the presence/absence, location, and activity status of any active nests on or adjacent to the project site no more than 14 days prior to scheduled vegetation clearance and/or demolition activities. If nesting birds are found to be present, a suitable buffer (typically a minimum buffer of 50 feet for passerin es and a minimum buffer of 250 feet for raptors) as determined appropriate by the biologist, shall be established around such active nests and no construction shall be allowed within the buffer areas until a qualified biologist has determined that the nest is no longer active (i.e., the nestlings have fledged and are no longer reliant on the nest). A report documenting any data recovered during monitoring shall be prepared by a qualified biologist and submitted to the Director of Planning prior to final planning inspection. 13. STANDARD REQUIREMENTS FOR PM10 and PM2.5 Emissions. The following conditions shall be implemented during all phases of construction to control dust and exhaust at the project site in compliance with the Comprehensive Plan Policy N-5.5: • Water all exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) two times per day. • Cover all haul trucks transporting soil, sand, and other loose material off -site. • Remove all visible mud or dirt track out onto adjacent public roads at least once per day using wet power vacuum street sweepers. The use of dry power sweeping is prohibited. • Limit all vehicle speeds on unpaved roads to 15 miles per hour. • Pave all new roadways, driveways, and sidewalks as soon as possible. • Lay building pads as soon as possible after grading unless seeding or soil binders are used. • Suspend all excavation, grading, and/or demolition activities when average wind speeds exceed 20 miles per hour. • Wash off all trucks and equipment, including their tires, prior to leaving the site. • Post a publicly visible sign with the name and phone number of an on -site construction coordinator to contact regarding dust complaints. The on-site construction coordinator shall respond and take corrective action within 48 Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 26  Packet Pg. 468 of 1140  DRAFT 15 hours. The sign shall also provide the City’s Code Enforcement Complaints email and number and the Air District’s General Air Pollution Complaints number to ensure compliance with applicable regulations. 14. CONSTRUCTION EQUIPMENT. All construction equipment larger than 25 horsepower used at the site for more than two continuous days or 20 hours total shall meet U.S. EPA Tier 4 Final emission standards for particulate matter (PM10 and PM2.5), if feasible. If Tier 4 Final equipment is not available for a particular piece of equipment, then use equipment that meets U.S. EPA emission standards for Tier 3 engines and include PM emissions control equivalent to CARB Level 3 verifiable diesel emission control devices that altogether achieve an 80 percent reduction in PM exhaust in comparison to uncontrolled equipment. 15. VIBRATION ANALYSIS. Prior to issuance of a demolition permit, a list of all heavy construction equipment to be used for this project known to produce high vibration levels (e.g., tracked vehicles, vibratory compaction, jackhammers, hoe rams, clam shovel drop, and vibratory roller, etc.) shall be submitted to the City by the contractor. This list shall be used to identify equipment and activities that would potentially generate substantial vibration and to define the level of effort for reducing vibration levels below the thres holds. • Smaller equipment (less than 18,000 pounds) shall be used near the property lines adjacent to sensitive buildings to minimize vibration levels to 0.3 in/sec PPV or less. For example, a smaller vibratory roller similar to a Caterpillar model CP433E vibratory compactor could be used when compacting materials within 20 feet of the adjacent conventional building. The smaller equipment intended to implement this requirement shall be individually identified among the list of equipment required under the above condition as the subset of equipment allowed for use at the property lines. • Select demolition methods that do not involve large impact tools such as hoe - rams within 20 feet of the adjacent conventional building. Portable jackhammers, saws, or grinders shall be used to minimize impacts to the ground. • Avoid dropping heavy equipment and use alternative methods for breaking up existing pavement, such as a pavement grinder, instead of dropping heavy objects, within 20 feet of the adjacent conventional building. • Designate a Disturbance Coordinator responsible for registering and investigating claims of excessive vibration. The contact information for the responsible party shall be clearly posted on the construction site. 16. SITE MANAGEMENT PLAN. The project applicant shall retain a qualified environmental consultant, California Professional Geologist (PG) or California Professional Engineer (PE), to prepare a Site Management Plan (SMP) prior to construction. The SMP, or equiv alent document, will be prepared to address onsite handling and management of impacted soils, soil vapor, groundwater, or other impacted wastes, and reduce hazards to Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 27  Packet Pg. 469 of 1140  DRAFT 16 construction workers and offsite receptors during construction. The plan shall establish remedial measures and/or soil management practices to ensure construction worker safety, the health of future workers and visitors, and the off -site migration of contaminants from the project site. These measures and practices may include, but are not limited to: a. Stockpile management, including stormwater pollution prevention and the installation of BMPs b. Proper disposal procedures of contaminated materials c. Monitoring, reporting, and regulatory oversight notifications d. A health and safety plan for contractors working at the project site that addresses the safety and health hazards of each phase of site construction activities with the requirements and procedures for employee protection e. The health and safety plan will also outline proper soil handling procedures and health and safety requirements to minimize worker and public exposure to hazardous materials during construction. 17. TREE CANOPY REPLACEMENT. Replacement of the tree canopy for the two trees located along the Geng Road frontage of the project proposed to be removed is required in accordance with Chapter 8 of the municipal code and the City’s Tree Technical Manual. 18. REFUSE. All trash areas shall be covered and maintained in an orderly state within private garages to prevent water from entering into the garbage container. No outdoor storage is allowed/permitted except when brought out to the street for pickup as shown in the plan set. Trash areas shall be maintained in a manner to discourage illegal dumping. 19. BELOW MARKET RATE (BMR) HOUSING. This project is proposed as a Builder’s Remedy project, as defined in AB 1893, and is providing thirteen percent of the proposed units at prices affordable to lower income households. This also represents an alternative means of compliance with the City’s inclusionary housing requirement stated in Palo Alto Municipal Code Chapter 16.65. The applicant shall execute and record a BMR regulatory agreement in a form satisfactory to the City Attorney. The project shall conform to the approved regulatory agreement, which shall be recorded prior to issuance of building permit or final map, whichever occurs first. All BMR units constructed under this condition shall be in conformance with the City’s BMR Program rules and regulations, as modified by the concession granted pursuant to State Density Bonus Law regarding unit distribution . Failure to comply with the timing of this condition and any adopted BMR Program rules and regulations shall not waive its later enforcement. 20. FEDERAL AVIATION ADMINISTRATION NOTICE OF PROPOSED CONSTRUCTION. The applicant shall notify the Federal Aviation Administration (FAA) as required by FAR Part 77, Subpart B on FAA Form 7460-1, Notice of Proposed Construction or Alteration , for the proposed project including temporary construction equipment, such as cranes. A copy of the submitted form shall be submitted to the City of Palo Alto Planning Division as well as Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 28  Packet Pg. 470 of 1140  DRAFT 17 a copy of the FAA’s response to this form. 21. ESTIMATED IMPACT FEE. Development Impact Fees, currently estimated in the amount of $8,306,259.10 plus the applicable public art fee, per PAMC 16.61.040, prior to the issuance of the related building permit(s). Impact fees may be paid at occupancy in accordance with the requirements under PAMC 16.64.030. 22. IMPACT FEE 90-DAY PROTEST PERIOD. California Government Code Section 66020 provides that a project applicant who desires to protest the fees, dedications, reservations, or other exactions imposed on a development project must initiate the protest at the time the development project is approved or conditionally approved or within ninety (90) days after the date that fees, dedications, reser vations or exactions are imposed on the Project. Additionally, procedural requirements for protesting these development fees, dedications, reservations and exactions are set forth in Government Code Section 66020. IF YOU FAIL TO INITIATE A PROTEST WITHIN THE 90-DAY PERIOD OR FOLLOW THE PROTEST PROCEDURES DESCRIBED IN GOVERNMENT CODE SECTION 66020, YOU WILL BE BARRED FROM CHALLENGING THE VALIDITY OR REASONABLENESS OF THE FEES, DEDICATIONS, RESERVATIONS, AND EXACTIONS. If these requirements constitute fees, taxes, assessments, dedications, reservations, or other exactions as specified in Government Code Sections 66020(a) or 66021, this is to provide notification that, as of the date of this notice, the 90-day period has begun in which you may protest these requirements. This matter is subject to the California Code of Civil Procedures (CCP) Section 1094.5; the time by which judicial review must be sought is governed by CCP Section 1094.6 23. ENTITLEMENT EXPIRATION. The project approval shall be valid for a period of two years from the date of issuance of the entitlement. If within such period, the proposed use of the site or the construction of buildings has not commenced, the Planning entitlement shall expire. Application for a one-year extension of this entitlement may be made prior to expiration. 24. FINAL INSPECTION. A Planning Division Final inspection will be required to determine substantial compliance with the approved plans prior to the scheduling of a Building Division final. Any revisions during the building process must be approved by Planning, including but not limited to; materials, landscaping and hard surface locations. Contact your Project Planner, Steven Switzer at Steven.Switzer@PaloAlto.gov to schedule this inspection. 25. INDEMNITY. To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 29  Packet Pg. 471 of 1140  DRAFT 18 may, in its sole discretion, elect to defend any such action with attorneys of its own choice. PUBLIC ART 26. The applicant has selected to pay the public art in-leiu fee as an alternative to constructing public art on site. Prior to issuance of a building permit, the applicant shall pay the required in-lieu contribution to the Public Art Fund. The Public Art Program team will need to verify the Construction Valuation with an outside consultant. Contact the Public Art Program at the time you apply for Building permit to begin this verification process. All information and application materials may be found at paloalto.gov/public art under the Policies and Documents tab. In-lieu fees may be paid at occupancy in accordance with the requirements under PAMC 16.64.030. PUBLIC WORKS ENGINEERING 27. PUBLIC WORKS APPLICATIONS, FORMS, AND DOCUMENTS: Applicant shall be advised that most forms, applications, and informational documents related to Public Works Engineering conditions can be found at the following link: https://www.paloalto.gov/Departments/Public-Works/Engineering-Services/Forms-and- Permits 28. STREETWORK PERMIT: The applicant shall obtain a Streetwork Permit from the Department of Public Works for all public improvements. 29. UPGRADE OF EXISTING PUBLIC IMPROVEMENTS: As part of the plan review for improvements within the public right-of-way, any existing improvements to be re-used by the project, which are not to current City standards and are not specifically in these project conditions (such as streetlights, utility covers and lids, etc.), shall be upgraded to current City standards as required by the Director of Public Works and the Director of Utilities. 30. MODIFICATIONS TO EXISTING PUBLIC UTILITIES: The Developer is responsible for any changes or modifications to existing utilities, streets, and public infrastructure within or adjacent to the project site. This includes, but is not limited to, the relocation of utility facilities, conduits, or vaults required due to grade changes in the sidewalk area resulting from the development. 31. DAMAGE TO EXISTING PUBLIC IMPROVEMENTS: The Developer is responsible for repairing any damage to existing public improvements fronting or adjacent to the project site caused by construction, to the satisfaction of the Public Works Department. 32. EXISTING UTILITY ABANDONMENT AND/OR RELOCATION: The Developer is responsible for researching all existing utility lines to ensure there are no conflicts with the project. Any Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 30  Packet Pg. 472 of 1140  DRAFT 19 existing utility lines (public or private) or their appurtenances that conflict with the project or do not serve it must be capped, abandoned, removed, relocated, or disposed of to the satisfaction of the City. 33. RE-USE OF EXISTING STORM DRAINS: The re-use of existing City storm drain service lines and appurtenances is subject to City review and approval. The Developer’s contractor shall expose the existing storm drain facilities during construction for City inspec tion or provide video documentation of their condition. Any deficient facilities, as determined by Public Works, must be replaced by the Developer. 34. STORM DRAIN TRIBUTARY PATTERN: This project must follow the existing storm drain tributary pattern. Any deviations require additional analysis and approval by Public Works during building plan review. The project shall not negatively impact the drainage pattern for adjacent properties. 35. GRADING AND EXCAVATION PERMIT: A Grading Permit is required per PAMC Chapter 16.28. The permit application and all applicable documents (see Section H of application) shall be submitted to Public Works Engineering. Add the following note: “THIS GRADING PERMIT WILL ONLY AUTHORIZE GENERAL GRADING AND INSTALLATION OF THE STORM DRAIN SYSTEM. OTHER BUILDING AND UTILITY IMPROVEMENTS ARE SHOWN FOR REFERENCE INFORMATION ONLY AND ARE SUBJECT TO SEPARATE BUILDING PERMIT APPROVAL.” 36. ROUGH GRADING: provide a Rough Grading Plan for the work proposed as part of the Grading and Excavation Permit application. The Rough Grading Plans shall including the following: pad elevation, elevator pit elevation, ground monitoring wells, limits of ove r excavation, stockpile area of material, overall earthwork volumes (cut and fill), temporary shoring for any existing facilities, ramps for access, crane locations (if any), tree protection measures, etc. 37. CIVIL ENGINEER CERTIFICATION: Upon completion of the rough grading work and at the final completion of the work, applicant shall provide an as-graded grading plan prepared by the civil engineer that includes original ground surface elevations, as -graded ground surface elevations, lot drainage patterns and locations and elevations of all surface and subsurface drainage facilities. The civil engineer shall certify that the work was done in accordance with the final approved grading plan. 38. SOILS ENGINEER CERTIFICATION: Upon completion of the rough grading work and at the final completion of the work, applicant shall provide a soil grading report prepared by the soils engineer, including locations and elevation of field density tests, summari es of field and laboratory tests and other substantiating data, and comments on any changes made during grading and their effect on the recommendations made in the soils engineering Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 31  Packet Pg. 473 of 1140  DRAFT 20 investigation report. The soils engineer shall certify as to the adequacy of the site for the intended use. 39. DIRECT CONNECTIONS TO STORM DRAIN SYSTEM: If the project proposes to replace and/or add connections to the City maintained storm drain system, then the applicant may be responsible for improvements to the system. These improvements may include, but not limited to, upsizing the storm drain facility, replacing or adding City standard catch basins, pipes and manholes. THIS MAY INCLUDE REPLACING BRICK AND MORTAR MANHOLES. The extent of required improvements will be at the public works staff discretion and shal l be consistent with Storm Drain Master Plan and Public Works Construction Standards. Any work on the city's storm drain systems requires permits and inspection by Public Works inspectors. 40. CCTV OF STORM DRAIN SYSTEM: Post construction the applicant may be required to provide CCTV inspection of the City’s storm drain facilities to verify that any lines were not broken, cracked or damaged during construction. The video shall be high resolution and done by professional who is familiar with the process and meticulous. A CCTV inspection video is required for new storm drain connection (s) to verify proper connections were made into the City’s system and that no construction material was left behind. Videos of storm drain system may also be required where construction occurred less than 5-ft from the city’s storm drain system. Videos shall be provided from structure to structure, such as manhole to manhole. Contractor may want to conduct their own i nspection in advance of construction to verify the existing pipe integrity. If existing damages are located, they shall be reported to Public Works inspectors prior to the start of construction. If not reported, the contractor may be responsible to restore the pipe segment as determined by Public Works prior to final. 41. GEOTECHNICAL ENGINEER STATEMENT: The grading plans shall include the following statement signed and sealed by the Geotechnical Engineer of Record: “THIS PLAN HAS BEEN REVIEWED AND FOUND TO BE IN GENERAL CONFORMANCE WITH THE INTENT AND PURPOSE OF THE GEOTECHNICAL REPORT”. 42. SWPPP: This proposed development will disturb more than one acre of land. Accordingly, the applicant shall apply for coverage under the State Water Resources Control Board’s (SWRCB) NPDES general permit for storm water discharge associated with constructi on activity. A Notice of Intent (NOI) shall be filed for this project with the SWRCB in order to obtain coverage under the permit. The General Permit requires the applicant to prepare and implement a Storm Water Pollution Prevention Plan (SWPPP). The a pplicant is required to submit two copies of the NOI and the draft SWPPP to the Public Works Department for review and approval prior to issuance of the building permit. The SWPPP should include both permanent, post-development project design features and temporary measures employed during construction. Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 32  Packet Pg. 474 of 1140  DRAFT 21 43. FLOOD ZONE: This project is in a FEMA Special Flood Hazard Area and shall comply with the requirements in Palo Alto Municipal Code Chapter 16.52 and the California Residential Code Section 322 (CRC 322). 44. CLOMR: Evidence that this document has been executed shall be provided prior to building permit issuance. 45. ENCROACHMENT PERMIT: Prior to any work in the public right -of-way, the applicant shall obtain an encroachment permit from the Public Works Department for any work that encroaches onto the City right-of-way. 46. LOGISTICS PLAN: A construction logistics plan shall be provided addressing all impacts to the public including, at a minimum: work hours, noticing of affected businesses, bus stop relocations, construction signage, dust control, noise control, storm water pollution prevention, job trailer, contractors’ parking, truck routes, staging, concrete pours, crane lifts, scaffolding, materials storage, pedestrian safety, and traffic control. All truck routes shall conform to the City of Palo Alto’s Trucks and Truck Route Ordinance, Chapter 10.48, and the route map. NOTE: Some items/tasks on the logistics plan may require an encroachment permit. 47. STORMWATER POLLUTION PREVENTION: All improvement plan sets shall include the “Pollution Prevention – It’s Part of the Plan” sheet. 48. C.3 THIRD-PARTY CERTIFICATION: Applicant shall provide certification from a qualified third-party reviewer that the proposed permanent storm water pollution prevention measures comply with the requirements of Provision C.3 and Palo Alto Municipal Code Chapter 16.11. Submit the following: a. Provide a stamped and signed C.3 data form (April 2024 version) from SCVURPPP. https://scvurppp.org/2024/09/19/provision-c-3-data-form-2024/ b. Final stamped and signed letter confirming which documents were reviewed and that the project complies with Provision C.3 and PAMC 16.11. 49. C.3 STORMWATER AGREEMENT: The applicant shall enter into a Stormwater Maintenance Agreement with the City to guarantee the ongoing maintenance of the permanent storm water pollution prevention measures. The City will inspect the treatment measures yearly and charge an inspection fee. The agreement shall be executed by the applicant team prior to building permit final. 50. C.3 FINAL THIRD PARTY CERTIFICATION PRIOR TO OCCUPANCY: Within 45 days of the installation of the required storm water treatment measures and prior to the issuance of an occupancy permit for the building, the third-party reviewer shall submit to the City a certification verifying that all the permanent storm water pollution prevention measures were installed in accordance with the approved plans. Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 33  Packet Pg. 475 of 1140  DRAFT 22 WASTE-GAS-WATER UTILITIES PRIOR TO ISSUANCE OF DEMOLITION PERMIT 51. The applicant shall submit a request to disconnect utility services and remove meters. The utilities demo is to be processed within 10 working days after receipt of the request. The demolition permit will be issued by the building inspection division after all utility services and/or meters have been disconnected and removed. 52. The applicant shall submit a completed water-gas-wastewater service connection application - load sheet for the City of Palo Alto Utilities. The applicant must provide all the information requested for utility service demands (water in fixture units/g.p.m., gas in b.t.u.h, and sewer in fixture units/g.p.d.). The applicant shall provide the existing (prior) loads, the new loads, and the combined/total loads (the new loads plus any existing loads to remain). 53. The applicant shall submit improvement plans for utility construction. The plans must show the size and location of all underground utilities within the development and the public right of way including meters, backflow preventers, fire service requirement s, sewer mains, sewer cleanouts, sewer lift stations, and any other required utilities. Plans for new wastewater laterals and mains need to include new wastewater pipe profiles showing existing potentially conflicting utilities especially storm drain pipes , electric and communication duct banks. Existing duct banks need to be daylighted by potholing to the bottom of the duct bank to verify cross section prior to plan approval and starting lateral installation. Plans for new storm drain mains and laterals need to include profiles showing existing potential conflicts with sewer, water, and gas. 54. The applicant must show on the site plan the existence of any auxiliary water supply, (i.e. water well, gray water, recycled water, rain catchment, water storage tank, etc). 55. The applicant shall be responsible for installing and upgrading the existing utility mains and/or services, laterals as necessary to handle anticipated peak loads. This responsibility includes all costs associated with the design and construction for the installation/upgrade of the utility mains and/or services/laterals. 56. An approved reduced pressure principle assembly (RPPA backflow preventer device) is required for all existing and new water connections from Palo Alto Utilities to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. The RPPA shall be installed on the owner's property and directly behind the water meter within 5 feet of the property line. RPPA's for domestic service shall be lead free. Show the location of the RPPA on the plans. 57. An approved reduced pressure detector assembly (RPDA backflow preventer device, STD. WD-12A or STD. WD-12B) is required for all existing and new fire water connections from Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 34  Packet Pg. 476 of 1140  DRAFT 23 Palo Alto Utilities to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. The RPDA shall be installed on the owner's property and directly behind the City owned meter, within 5' (feet) of the property line or City Right of Way. 58. All backflow preventer devices shall be approved by the WGW engineering division. Inspection by the city inspector is required for the supply pipe between the meter and the assembly. 59. The applicant shall pay the capacity fees and connection fees associated with new utility service/s or added demand on existing services. The approved relocation of services, meters, hydrants, or other facilities will be performed at the cost of the perso n/entity requesting the relocation. 60. If a new water service line installation for fire system usage is required. Show the location of the new water service on the plans. The applicant shall provide to the engineering department a copy of the plans for fire system including all fire departme nt's requirements. 61. Each unit or building shall have its own water meter and gas meter shown on the plans. Each parcel shall have its own water and gas service and sewer lateral connection shown on the plans. 62. A sewer lateral per lot is required. Show the location of the new sewer lateral on the plans. A profile of the sewer lateral is required showing any possible conflicts with storm, electric/communications ductbanks or other utilities. 63. All existing water, gas, and wastewater services/laterals that will not be reused shall be abandoned at the main per the latest WGW utilities standards. 64. Utility vaults, transformers, utility cabinets, concrete bases, or other structures cannot be placed over existing water, gas, or wastewater mains/services. Maintain 1' horizontal clear separation from the vault/cabinet/concrete base to existing utilities as found in the field. If there is a conflict with existing utilities, Cabinets/vaults/bases shall be relocated from the plan location as needed to meet field conditions. Trees may not be planted within 10 feet of existing water, gas, and wastewater mains /laterals/water services/or meters. New water or wastewater services/laterals/meters may not be installed within 10' of existing trees unless otherwise approved by water, gas, and wastewater utilities and Urban Forestry. Maintain 10' between new trees and new water and wastewater services/laterals/meters unless otherwise approved by water, gas, and wastewater utilities and Urban Forestry. If 10’ separation is not feasible, project will utilize root barrier protection and maintain 5’ of separation between trees and water and wastewater services/laterals/meters. If any tree shown on the planting plan cannot satisfy the Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 35  Packet Pg. 477 of 1140  DRAFT 24 required separation distances, and the Water, Gas, and Wastewater utilities and Urban Forestry do not approve a reduced separation standard that would accommodate the proposed planting, the Project shall not be required to plant that tree, provided that the total number of replacement trees otherwise meets the requirements of Palo Alto Municipal Code Chapter 8.10. The following requirements apply for the offsite improvements of the City of Palo Alto water distribution system (including but not limited to water main, meter, hydrant, services, etc.): 65. Third-Party Beneficiary: the City of Palo Alto shall be a Third-Party Beneficiary of this Project. 66. Before building application approval, developer must prepare a hydraulic model of the planned drinking water utility improvements, and the developer shall complete the water system planning review application and submit to CPAU WGW development services group. 67. Before building application approval, the developer must submit detailed design plans for the new public water main on street B shown on the preliminary utility plan dated September 26, 2025 to the City of Palo Alto Utilities (CPAU) for review and approval . 68. Before building application approval, design plans must adhere to CPAU standards, guidelines, and revision comments set forth by the CPAU WGW Engineering Division. Incorporate CPAU’s design comments into revised plans and resubmit for final approval. 69. Before building application approval, develop and submit for approval a phasing plan detailing construction of the new public water main, and abandonment of the existing public water main located in the existing easement adjacent to the Baylands Athletic Center. Phasing plan shall include work activities for abandonments, maintaining water service, and protection of public water mains. 70. The existing public water main located in the existing easement adjacent to the Baylands Athletic Center provides critical water flow and fire flow to the nearby City water distribution network. A public water main with the existing capacity shall always be in service during all phases of construction. 71. Permittee/Contractor warranty and “Guarantee to Repair Period a. In addition to the guarantee to repair referenced below and any specific warranty mentioned in the Project specifications, Permittee’s Contractor warrants that all materials and equipment used in or incorporated into the Project will be of good quality, new and free of liens, Claims and security interests of third parties; that all labor, installation, materials and equipment used or incorporated into the Project will be of good quality and free from defects; and that the Project will Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 36  Packet Pg. 478 of 1140  DRAFT 25 conform with the requirements of the Permit Documents and Applicable Code Requirements. If required, Permittee/Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. Manufactured items installed in the Project and not specifically covered in the Contract Documents are to be installed in strict accordance with manufacturers' current printed instructions. b. The Guarantee to Repair Period will commence upon the first dates of actual occupancy or use of portions of the Project, as reflected in the City's final notice of acceptance. c. City of Palo Alto “Guarantee to Repair Period”: Permittee/Contractor shall: i. Correct defective work that becomes apparent during the progress of the work or during the Guarantee to Repair Period (one year from the City's Final Notice of Acceptance); and ii. Replace, repair, or restore to City's satisfaction any other parts of the work and any other real or personal property which is damaged or destroyed as a result of defective work or the correction of defective work, without any expense whatsoever to City. City will give notice of observed defective work with reasonable promptness to the Permittee/Contractor, and Permittee/Contractor shall promptly commence such correction, replacement, repair or restoration upon notice from City, but in no case later than seven (7) Days after receipt of such notice. The Permittee/Contractor shall diligently and continuously prosecute such correction to completion. The Permittee/Contractor shall bear all costs of such correction, replacement, repair, or restoration and all losses resulting from such defective work, including additional testing, inspection and compensation for City's services and expenses. The Permittee/Contractor shall perform corrective work at such times that are acceptable to City and in such a manner as to avoid disruption, to the extent practicable. Ordinary wear and tear, unusual abuse, or neglect are excepted from this guarantee. Permittee/Contractor shall notify City upon completion of repairs. The Insurance requirements from the City's Street Work Permit will apply throughout the Permittee/Contractors Guarantee to Repair period. PUBLIC WORKS ELECTRIC UTILITIES 72. UTILITY EASEMENT REQUIRED. Prior to energization, a public utility easement is required to provide access to the proposed transformers. This can either be provided through separate instrument and documented on the tentative and final map or dedicated through the tentative and final map process. 73. UTILITIES APPLICATION. Changes to existing electric utilities equipment on site, such as the transformer, will require a utilities application. Submit a utilities application and obtain City Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 37  Packet Pg. 479 of 1140  DRAFT 26 of Palo Alto Utilities Electrical Engineering approval for the modifications to the electrical system. 74. UTILITY DISCONNECT. The applicant shall submit a request to disconnect all existing utility services proposed for removal, including a signed affidavit of vacancy, on the form provided by the Building Inspection Division. Utilities will be disconnected or removed within 10 working days after receipt of request. The demolition permit will be issued after all utility services and/or meters have been disconnected and, as applicable, removed. 75. UTILITIES SHOWN ON LANDSCAPE PLANS. All utility meters, lines, transformers, backflow preventers, and any other required equipment shall be shown on the landscape and irrigation plans and shall show that no conflict will occur between the utilities and landscape materials. In addition, all aboveground equipment shall be screened in a manner that is consistent with the building design and setback requirements. 76. PERMIT. Contractors and developers shall obtain permit from the Department of Public Works before digging in the street right-of-way. This includes sidewalks, driveways and planter strips. 77. UNDERGROUND SERVICES ALERT. At least 48 hours prior to starting any excavation, the customer must call Underground Service Alert (USA) at 1-800-227-2600 to have existing underground utilities located and marked. The areas to be checked for underground faci lity marking shall be delineated with white paint. All USA markings shall be removed by the customer or contractor when construction is complete. 78. CITY STANDARDS. All new underground conduits and substructures shall be installed per City standards and shall be inspected by the Electrical Underground Inspector before backfilling. PUBLIC WORKS ZERO WASTE 79. REQUIRED DECONSTRUCTION. In conformance with PAMC 5.24, deconstruction and source separation are required for all residential and commercial projects where structures (other than a garage or ADU) are being completely removed, demolition is no longer allowe d. Deconstruction takes longer than traditional demolition, it is important to plan ahead. For more information, visit www.paloalto.gov/deconstruction. 80. SALVAGE SURVEY FOR REUSE. A Salvage Survey is required for deconstruction permit applications. The survey shall be conducted by a City approved reuse vendor. The survey submittal shall include an itemized list of materials that are salvageable for reuse fr om the project. The applicant shall source separate and deliver materials for reuse. Certification is required indicating that all materials identified in the survey are properly salvaged. Contact The ReUse People to schedule this FREE survey by phone (888) 588-9490 or e-mail Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 38  Packet Pg. 480 of 1140  DRAFT 27 info@thereusepeople.org. More information can be found at www.TheReusePeople.org. Please upload a completed copy to the deconstruction permit. 81. SOURCE SEPARATION FOR RECYCLING. The applicant shall source separate deconstruction materials into specific categories for recycling. Additional staging areas for source separated materials will need to be considered. All materials shall be delivered to one of the City approved materials recovery facilities listed in Green Halo, all records shall be uploaded to www.greenhalosystems.com. For more information, refer to www.paloalto.gov/deconstruction. PUBLIC WORKS WATER QUALITY PRIOR TO THE ISSUANCE OF ANY BUILDING PERMIT: 82. Stormwater treatment measures: a. All Bay Area Municipal Regional Stormwater Permit requirements shall be followed. b. Refer to the Santa Clara Valley Urban Runoff Pollution Prevention Program C.3 Handbook (download here: http://scvurppp-w2k.com/c3_handbook.shtml) for details. 83. Stormwater quality protection: a. Temporary and permanent waste, compost and recycling containers shall be covered to prohibit fly-away trash and having rainwater enter the containers. b. Drain downspouts to landscaping (outward from building as needed). c. PAMC 16.09.180(b)(5) Condensate from HVAC -Condensate lines shall not be connected or allowed to drain to the storm drain system. Drain HVAC fluids from roofs and other areas to landscaping. d. Offsite downgrade storm drain inlets shall also be identified on this plan set and protected. If City staff removes protection from an inlet in the ROW during a rain event, the contractor shall replace the inlet protection by the end of the following business day. PUBLIC WORKS URBAN FORESTRY 84. URBAN FORESTRY STANDARD CONDITIONS: In addition to any project specific Urban Forestry Conditions of Approval listed here, the Urban Forestry Standard Conditions listed on the T-1 Sheet Set included in the plans for this project still apply. 85. MODEL WATER EFFICIENT LANDSCAPE ORDINANCE (MWELO): During the permit phase of the project, applicant must provide all components of an MWELO submission for review. Please see the document titled “Model Water Efficient Landscape Ordinance (MWELO) Compliance Submittals and Guidelines” (https://paloalto.gov/civicax/filebank/documents/76159) to determine the specific submission requirements for the project scope. Please follow the instructions in the above Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 39  Packet Pg. 481 of 1140  DRAFT 28 document when submitting your MWELO package as part of the permit application and plan set. 86. TREE PROTECTION COMPLIANCE: The owner and contractor shall implement all tree protection, tree inspection schedules, design recommendations, construction impact mitigation measures, and construction scheduling as stated in the Preliminary Arborist Report by Hort Science Bartlett Consulting dated August 2025 and any standard measures listed in the T-1 Sheet Set, and is subject to code compliance action pursuant to PAMC 8.10.080. The required protective fencing shall remain in place until final landscaping and inspection of the project. 87. PROJECT ARBORIST REQUIRED: The property owner or contractor shall hire a designated arborist to ensure the project conforms to all Planning and Urban Forestry conditions related to landscaping/trees. The project arborist must be included in a mandatory preconstruction meeting and be present during any rough grading and trenching activities occurring within 10-feet of a Tree Protection Zone, and for any approved activities inside a Tree Protection Zone. 88. PROJECT ARBORIST CERTIFICATION FORM REQUIRED: During the building permit phase, the project arborist must submit an online form [https://us.openforms.com/Form/2262bf1ac26f-4c04-8daa-15dbd9c8e08e] certifying that they have reviewed the building permit plan set with regards to trees as well as any Urban Forestry Conditions of Approval, and that all requirements have been met. The letter also confirms that any required site monitoring inspections and reporting have been arranged in advance with the contractor or owner. Project Arborist Certification Forms should be included as supporting documents when submitting an application for a building permit that required prior approval through Planning (See Project Arborist Certification Form, TLTM Section 5.03.5). 89. MONTHLY ARBORIST INSPECTIONS REQUIRED: The project arborist shall perform monthly inspections to monitor changing conditions and tree health. The Urban Forester shall be in receipt of an inspection summary during the first week of each calendar month or, immediately if there are any changes to the approved plans or protection measures. Reports should be submitted via the online form [https://us.openforms.com/Form/ca5003f1-6836-4789-b534-b4dff1d457b1] (see Tree Monitoring Reports, TLTM Section 5.03.6). 90. ONSITE TREE REMOVAL AUTHORIZATION AND REQUIRED REPLACEMENT. The Project is authorized to remove up to 218 trees. This project approval incorporates a Tree Removal Permit for removal of these trees. The Project shall replace the removed trees by planting approximately 648 trees total. Replacement planting shall be provided in compliance with Palo Alto Municipal Code Chapter 8.10 (Tree and Landscape Preservation and Management). At least 50 percent of the replacement trees shall be California native Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 40  Packet Pg. 482 of 1140  DRAFT 29 species. The final replacement species mix, tree sizes, and planting locations shall be subject to review and approval by the Planning Division and Urban Forestry prior to issuance of building permits. 91. OFFSITE TREE REMOVAL AUTHORIZATION AND REQUIRED REPLACEMENT. The project is authorized to remove two protected offsite street trees, as shown on the Plans. This project approval incorporates a Tree Removal Permit for removal of these trees. 92. REQUIRED STREET TREES: Based on plans submitted with this application, a minimum of five (5) new street trees will be required. These trees must be a minimum of 24” Box size and be planted per City of Palo Alto Standard Drawings 603 or 604 depending on planting locations. Irrigation to new street trees is required per City of Palo Alto Standard Drawings 510 or 513 depending on planting locations. 93. CITY TREE REMOVAL REQUIREMENTS. The City adopted Ordinance No. ____ authorizing and approving a process to remove certain City-owned eucalyptus trees at/near the Baylands Athletic Center (“City Trees”) if impacted by Project grading, and requiring the Appl icant to comply with certain monitoring and reporting requirements, and pay a tree -replacement contribution to fund replacement plantings, as set forth below. a. UPDATED ARBORIST REPORT PRIOR TO GRADING PERMIT. In connection with submittal of Project grading permit application(s) involving work along the shared boundary with the Baylands Athletic Center, the Applicant shall submit to the City’s Urban Forestry Section (“Urban Forestry”) an updated arborist report prepared by a certified arborist identifying any City Trees located on the Baylands Athletic Center property that must be removed to facilitate grading or site access. Upon application to and review by Urban Forestry, Urban Forestry shall issue a Tree Removal Permit under PAMC section 8.04.040 for those City Trees identified where the Tree Protection Zone is so impacted that the tree will be prone to become unstable or unlikely to survive and otherwise in com pliance with the requirements in PAMC Ch. 8.04. The scope of Urban Forestry’s review shall be limited to making this determination. Applicant shall be responsible for removal of the City Tree(s) to be removed. Applicant shall notify Urban Forestry at least 14 calendar days in advance of any scheduled tree removals. b. MONITORING AND REPORTING OF REMAINING TREES. During grading activities, the Applicant shall retain a licensed arborist to be present for any excavation work within the Tree Protection Zones of any City Tree. During active grading work, the arborist shall conduct monthly inspections of the remaining C ity Trees. Upon completion of grading, the arborist shall conduct quarterly inspections of the remaining City Trees for the duration of Project construction. The purpose of such inspections shall be to assess City Tree health and identify any City Trees that either (a) pose an imminent hazard to public health or safety, or (b) are Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 41  Packet Pg. 483 of 1140  DRAFT 30 unlikely to survive as a result of grading impacts. For City Trees that pose an imminent hazard to public health or safety, Applicant shall notify Urban Forestry (including its on-call staff if after hours) and shall remove the tree after receiving a Tree Removal Permit or other City authorization, including over-the-phone approval for emergency issues. For any City Tree that is unlikely to survive as a result of grading impacts, Applicant shall remove any such City Tree following application and issuance of a Tree Removal Permit by Urban Forestry. Applicant shall notify Urban Forestry at least 14 calendar days in advance of any such tree removal. c. TREE REPLACEMENT CONTRIBUTION. Prior to issuance of a Certificate of Occupancy for the Project, the Applicant shall remit to the City payment for replacement of the City Trees (the “Tree Replacement Contribution”). The Tree Replacement Contribution shall be calculated based on the canopy width of the City Trees that were removed using Table 3-1 of the City of Palo Alto’s Tree Technical Manual. The canopy width of the City Trees shall be based on the canopy width as measured in the Arborist Report described in Recital E. The Tree Replacement Contribution shall be $1,250 per each 24” box tree required. Urban Forestry Section and Parks Golf and Open Space shall use these funds to plant and establish replacement trees on the BAC property. SECTION 10. Conditions of Approval Conditional Use Permit. Planning 1. CONFORMANCE WITH PLANS. The use of the site shall include up to 145 residential units in accordance with the approved plans entitled, "2100-2400 Geng Road, Palo Alto, CA” stamped as received by the City on January 30, 2026 , on file with the Planning Department, 250 Hamilton Avenue, Palo Alto, California except as modified by these conditions of approval. 2. NUISANCES AND NOISE. Noise levels shall not exceed the maximum level established in the PAMC Chapter 9.10. 3. LIGHTING. The owner or designee shall ensure that lighting is the minimum necessary and shielded downward to avoid light spillover as shown in the approved plan set . 4. COMMON AREA LIGHTING. Light fixtures shall come on at dusk and off at dawn. Lighting shall have continuous dimming capability to maintain design footcandles when areas are occupied or not. Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 42  Packet Pg. 484 of 1140  DRAFT 31 5. REVOCATION OF APPROVAL. The director may issue a notice of noncompliance for any failure to comply with any condition of this permit approval, or when a use conducted pursuant to a Conditional Use Permit is being conducted in a manner detrimental to the public health, safety, and welfare. 6. INDEMNITY. To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice. 7. FINAL INSPECTION. A Planning Division Final inspection will be required to determine substantial compliance with the approved plans prior to the scheduling of a Building Division final. Any revisions during the building process must be approved by Planning , including but not limited to; materials, landscaping and hard surface locations. Contact your Project Planner, Steven Switzer at steven.switzer@paloalto.gov to schedule this inspection. SECTION 11. Conditions of Approval Vesting Tentative Map. Planning 1. PROJECT PLANS. The Vesting Tentative Map submitted for review and approval by the City Council shall be in substantial conformance with the Vesting Tentative Map titled “Vesting Tentative Map 2100-2400 Geng Road For Condominium Purposes City of Palo Alto, California”, prepared by CBG Civil Engineers and submitted January 30, 2026, except as modified to incorporate the conditions of this approval. 2. FINAL MAP COVER PAGE. At such time as the Final Map is filed, the cover page shall include the name and title of the Director of Planning and Development Services. 3. STANDARD CC&R REQUIREMENTS. Section 16.38 of Palo Alto’s Municipal Code provides that all condominium and other “community housing projects” shall submit Covenants, Conditions and Restrictions (CC&R’s) to the City Attorney for approval before issuance of the Final Map. The City Attorney has developed the following standard covenants which shall be included in all CC&R’s. a. PROPERTY SHALL COMPLY WITH CITY ZONING ORDINANCES. The property, including all common areas within the property, shall at all times comply with Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 43  Packet Pg. 485 of 1140  DRAFT 32 the City’s Zoning Code and shall not be used for any purpose other than as permitted in the City Zoning Code. b. MODIFICATIONS TO PROPERTY. Any alterations, modifications , or other improvements to the property shall comply with all applicable City Codes. c. MAINTENANCE AND LANDSCAPING OF COMMON AREAS. The Association is responsible for maintenance and landscaping of all parts of the community housing project which are held in common and such maintenance shall be performed to the standard of maintenance prevalent in the neighborhood. (See PAMC Section 16.38.030(a)). d. TERMINATION OF MANAGER OR MAINTENANCE CONTRACTS. The association may terminate the contract of any person or organization engaged by the developer to perform management or maintenance duties three months after the association assumes control of the communi ty housing project or any time thereafter. (See PAMC Section 16.38.030(b).) e. PROTECTION OF STORM WATER FACILITIES. Neither the association, its residents, nor their agents, employees, representatives, invitees, licensees, customers, or contractors shall alter or modify any storm water facilities in any way including but not limited to placing, maintaining, constructing, or planting any improvements, landscaping or other items, including without limitation decks, stairs, walls, irrigation systems, trees, or any vegetation on any storm water facilities. f. TRASH DISPOSAL AND RECYCLING AREAS SHALL COMPLY WITH CITY ORDINANCES. All trash disposal and recycling areas shall be kept in a clean and sanitary condition and shall comply with all applicable City Ordinances. g. PROHIBITION AGAINST AIR AND WATER POLLUTION. Neither the association, its residents, nor their agents, employees, representatives, invitees, licensees, customers, or contractors shall use the property in any way which emits pollution into the atmosphere in excess of environmental standards set forth by City, State, and Federal laws, ordinances, and regulations. Neither the association, its residents, nor their agents, employees, representatives, invitees, licensees, customers, or contractors shall discharge garbage, trash, waste, or any other substance or materials of any kind into any private or public sewer or waterway on the property in violation of any regulations of any private or public body having jurisdiction over such matters. h. AMENDMENTS TO ORGANIZATION DOCUMENTS REQUIRE CITY APPROVAL. Any amendments or modifications to the organizational documents shall be Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 44  Packet Pg. 486 of 1140  DRAFT 33 submitted to the city attorney for approval. No amendment or modification to the organizational documents shall be effective without prior written consent of the city attorney. i. CITY’S RIGHT TO ENFORCE COVENANTS AND RESTRICTIONS. The City is hereby granted the right, but in no event the duty, to enforce the covenants and restrictions set forth in this section of the organizational documents. The association shall recognize that it has the primary responsibility for enforcement of the organizational documents and unequivocally guarantees to institute and expeditiously prosecute any required legal action to obtain compliance with all provisions set forth in the organizational documents. j. NO WAIVER OF CITY’S RIGHTS. No failure of the City to enforce any of the covenants or restrictions contained in the organizational documents will in any event render them ineffective. k. CITY’S REMEDIES TO CURE A BREACH OR VIOLATION. Remedies available to the City to cure any breach or violation of the organizational documents shall be cumulative to any other provisions of law. The City’s failure to exercise any remedy provided for in the organizational documents shall not, under any circumstances, be construed as a waiver of the remedy. l. SEVERABILITY. Invalidation of any one of the City’s required covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. 4. ADDITIONAL CC&R REQUIREMENT. The CC&Rs shall also include a provision that dictates the responsibilities of residents for the trash pickup for the townhomes as shown in the approved plan set. 5. AVIGATION EASEMENT. Dedication of an avigation easement to the County of Santa Clara shall be required prior to building permit issuance. All such easements shall be similar to that shown as Exhibit 1 in Appendix A of the Palo Alto Airport Comprehensive Land Use Plan (CLUP). https://plandev.santaclaracounty.gov/hearings-and-committees/airport-land-use- commission 6. AVIGATION DEED NOTICE. Prior to building permit issuance a deed notice shall be required to be recorded with the County Clerk -Recorder disclosing that the property is subject to routine overflights and associated noise and other impacts by aircraft operating at a nearby airport. The deed notice shall be similar to that shown in Exhibit 2 in Appendix A of the Palo Alto Airport Comprehensive Land Use Plan (CLUP). Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 45  Packet Pg. 487 of 1140  DRAFT 34 https://plandev.santaclaracounty.gov/hearings-and-committees/airport-land-use- commission 7. DEVELOPMENT IMPACT FEES. The Property Owner or their designee shall pay all applicable development impact fees associated with the proposed development and subdivision, as detailed in the Site and Design Approval Conditions. At the time of the final map. parkland dedication in-lieu fees shall be required to be paid or may be deferred to occupancy in accordance with the requirements under PAMC 16.64.030. 8. INDEMNITY. To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of t he litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice. Public Works Engineering 9. PUBLIC WORKS APPLICATIONS, FORMS, AND DOCUMENTS: Applicant shall be advised that most forms, applications, and informational documents related to Public Works Engineering conditions can be found at the following link: https://www.paloalto.gov/Departments/Public-Works/Engineering-Services/Forms-and- Permits 10. SUBDIVISION IMPROVEMENT AGREEMENT: The applicant shall execute a Subdivision Improvement Agreement and provide improvement securities (Bonds) for all proposed public improvements. THE AGREEMENT SHALL BE EXECUTED PRIOR TO MAP RECORDATION OR ISSUANCE OF ANY PERMITS FOR CONSTRUCTION, ONSITE AND OFFSITE. ADVISORY -- The applicant shall provide a detailed itemized stamped and signed engineer's estimate for all off -site public improvements which will be reviewed to determine the security amount. 11. FINAL MAP: This project is subject to, and contingent upon the approval of a tentative map and recordation of a Final Map. The submittal, approval and recordation of the Map shall be in accordance with the provisions of the California Subdivision Map Act and Palo Alto Municipal Code Title 21 Subdivision requirements. All existing and proposed property lines, easements, dedications shown on the tentative map are subject to City’s technical review and staff approval during the map process prior to issuance of any construction permits. Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 46  Packet Pg. 488 of 1140  DRAFT 35 12. STREETWORK PERMIT: The applicant shall obtain a Streetwork Permit from the Department of Public Works for all public improvements. 13. UPGRADE OF EXISTING PUBLIC IMPROVEMENTS: As part of the plan review for improvements within the public right-of-way, any existing improvements to be re-used by the project, which are not to current City standards and are not specifically in these project conditions (such as streetlights, utility covers and lids, etc.), shall be upgraded to current City standards as required by the Director of Public Works and the Director of Utilities. 14. MODIFICATIONS TO EXISTING PUBLIC UTILITIES: The Developer is responsible for any changes or modifications to existing utilities, streets, and public infrastructure within or adjacent to the project site. This includes, but is not limited to, the relocation of utility facilities, conduits, or vaults required due to grade changes in the sidewalk area resulting from the development. 15. DAMAGE TO EXISTING PUBLIC IMPROVEMENTS: The Developer is responsible for repairing any damage to existing public improvements fronting or adjacent to the project site caused by construction, to the satisfaction of the Public Works Department. 16. EXISTING UTILITY ABANDONMENT AND/OR RELOCATION: The Developer is responsible for researching all existing utility lines to ensure there are no conflicts with the project. Any existing utility lines (public or private) or their appurtenances that conflict w ith the project or do not serve it must be capped, abandoned, removed, relocated, or disposed of to the satisfaction of the City. 17. RE-USE OF EXISTING STORM DRAINS: The re-use of existing City storm drain service lines and appurtenances is subject to City review and approval. The Developer’s contractor shall expose the existing storm drain facilities during construction for City inspec tion or provide video documentation of their condition. Any deficient facilities, as determined by Public Works, must be replaced by the Developer. 18. STORM DRAIN TRIBUTARY PATTERN: This project must follow the existing storm drain tributary pattern. Any deviations require additional analysis and approval by Public Works during plan review. The project shall not negatively impact the drainage pattern for adjacent properties. 19. GRADING AND EXCAVATION PERMIT: A Grading Permit is required per PAMC Chapter 16.28. The permit application and all applicable documents (see Section H of application) shall be submitted to Public Works Engineering. Add the following note: “THIS GRADING PERMIT WILL ONLY AUTHORIZE GENERAL GRADING AND INSTALLATION OF THE STORM DRAIN SYSTEM. OTHER BUILDING AND UTILITY IMPROVEMENTS ARE Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 47  Packet Pg. 489 of 1140  DRAFT 36 SHOWN FOR REFERENCE INFORMATION ONLY AND ARE SUBJECT TO SEPARATE BUILDING PERMIT APPROVAL.” 20. ROUGH GRADING: provide a Rough Grading Plan for the work proposed as part of the Grading and Excavation Permit application. The Rough Grading Plans shall including the following: pad elevation, elevator pit elevation, ground monitoring wells, limits of ove r excavation, stockpile area of material, overall earthwork volumes (cut and fill), temporary shoring for any existing facilities, ramps for access, crane locations (if any), tree protection measures, etc. 21. CIVIL ENGINEER CERTIFICATION: Upon completion of the rough grading work and at the final completion of the work, applicant shall provide an as-graded grading plan prepared by the civil engineer that includes original ground surface elevations, as -graded ground surface elevations, lot drainage patterns and locations and elevations of all surface and subsurface drainage facilities. The civil engineer shall certify that the work was done in accordance with the final approved grading plan. 22. SOILS ENGINEER CERTIFICATION: Upon completion of the rough grading work and at the final completion of the work, applicant shall provide a soil grading report prepared by the soils engineer, including locations and elevation of field density tests, summari es of field and laboratory tests and other substantiating data, and comments on any changes made during grading and their effect on the recommendations made in the soils engineering investigation report. The soils engineer shall certify as to the adequacy of the site for the intended use. 23. DIRECT CONNECTIONS TO STORM DRAIN SYSTEM: If the project proposes to replace and/or add connections to the City maintained storm drain system, then the applicant may be responsible for improvements to the system. These improvements may include, but not limited to, upsizing the storm drain facility, replacing or adding City standard catch basins, pipes and manholes. THIS MAY INCLUDE REPLACING BRICK AND MORTAR MANHOLES. The extent of required improvements will be at the public works staff discretion and shall be consistent with Storm Drain Master Plan and Public Works Construction Standards. Any work on the city's storm drain systems requires permits and inspection by Public Works inspectors. 24. CCTV OF STORM DRAIN SYSTEM: Post construction the applicant may be required to provide CCTV inspection of the City’s storm drain facilities to verify that any lines were not broken, cracked or damaged during construction. The video shall be high resolution and done by professional who is familiar with the process and meticulous. A CCTV inspection video is required for new storm drain connection (s) to verify proper connections were made into the City’s system and that no construction material was left behind. Videos of storm drain system may also be required where construction occurred less than 5-ft from the city’s storm drain system. Videos shall be provided from structure Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 48  Packet Pg. 490 of 1140  DRAFT 37 to structure, such as manhole to manhole. Contractor may want to conduct their own inspection in advance of construction to verify the existing pipe integrity. If existing damages are located, they shall be reported to Public Works inspectors prior to the start of construction. If not reported, the contractor may be responsible to restore the pipe segment as determined by Public Works prior to final. 25. GEOTECHNICAL ENGINEER STATEMENT: The grading plans shall include the following statement signed and sealed by the Geotechnical Engineer of Record: “THIS PLAN HAS BEEN REVIEWED AND FOUND TO BE IN GENERAL CONFORMANCE WITH THE INTENT AND PURPOSE OF THE GEOTECHNICAL REPORT”. 26. SWPPP: This proposed development will disturb more than one acre of land. Accordingly, the applicant shall apply for coverage under the State Water Resources Control Board’s (SWRCB) NPDES general permit for storm water discharge associated with construction activity. A Notice of Intent (NOI) shall be filed for this project with the SWRCB in order to obtain coverage under the permit. The General Permit requires the applicant to prepare and implement a Storm Water Pollution Prevention Plan (SWPPP). The applicant is required to submit two copies of the NOI and the draft SWPPP to the Public Works Department for review and approval prior to issuance of the building permit. The SWPPP should include both permanent, post-development project design features and temporary measures employed during construction. 27. FLOOD ZONE: This project is in a FEMA Special Flood Hazard Area and shall comply with the requirements in Palo Alto Municipal Code Chapter 16.52 and the California Residential Code Section 322 (CRC 322). 28. CLOMR: Evidence that this document has been executed shall be provided prior to building permit issuance. 29. ENCROACHMENT PERMIT: Prior to any work in the public right -of-way, the applicant shall obtain an encroachment permit from the Public Works Department for any work that encroaches onto the City right-of-way. 30. LOGISTICS PLAN: A construction logistics plan shall be provided addressing all impacts to the public including, at a minimum: work hours, noticing of affected businesses, bus stop relocations, construction signage, dust control, noise control, storm water pollution prevention, job trailer, contractors’ parking, truck routes, staging, concrete pours, crane lifts, scaffolding, materials storage, pedestrian safety, and traffic control. All truck routes shall conform to the City of Palo Alto’s Trucks and Truc k Route Ordinance, Chapter 10.48, and the route map. NOTE: Some items/tasks on the logistics plan may require an encroachment permit. Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 49  Packet Pg. 491 of 1140  DRAFT 38 31. STORMWATER POLLUTION PREVENTION: All improvement plan sets shall include the “Pollution Prevention – It’s Part of the Plan” sheet. 32. C.3 THIRD-PARTY CERTIFICATION: Applicant shall provide certification from a qualified third-party reviewer that the proposed permanent storm water pollution prevention measures comply with the requirements of Provision C.3 and Palo Alto Municipal Code Chapter 16.11. Submit the following: c. Provide a stamped and signed C.3 data form (April 2024 version) from SCVURPPP. https://scvurppp.org/2024/09/19/provision-c-3-data-form-2024/ d. Final stamped and signed letter confirming which documents were reviewed and that the project complies with Provision C.3 and PAMC 16.11. 33. C.3 STORMWATER AGREEMENT: The applicant shall enter into a Stormwater Maintenance Agreement with the City to guarantee the ongoing maintenance of the permanent storm water pollution prevention measures. The City will inspect the treatment measures yearly and charge an inspection fee. The agreement shall be executed by the applicant team prior to building permit final. 34. C.3 FINAL THIRD PARTY CERTIFICATION PRIOR TO OCCUPANCY: Within 45 days of the installation of the required storm water treatment measures and prior to the issuance of an occupancy permit for the building, the third-party reviewer shall submit to the City a certification verifying that all the permanent storm water pollution prevention measures were installed in accordance with the approved plans. SECTION 12. Terms of Approval. 1. Site and Design Application. In the event actual construction of the project is not commenced within two years of the date of council approval, the approval shall expire and be of no further force or effect. An extension may be granted in accordance with the allowances set forth in the municipal code and state law. 2. Conditional Use Permit. The project approval shall be valid for a period of two years from the original date of approval. In the event the use does not commence within the time limit specified above, the approval shall expire and be of no further force or effect. An extension may be granted in accordance with the allowances set forth in the municipal code. Additionally, following commencement, a Use Permit that has not been used for a period of one (1) year or more shall become null and void (PAMC 18.77.100 ). 3. Vesting Tentative Map. All conditions of approval of the Vesting Tentative Map shall be fulfilled prior to approval of a Final Map (PAMC Section 21.16.010[c]). Unless a Final Map is filed, and all conditions of approval are fulfilled within a two-year period from the date of Vesting Tentative Map approval, the Vesting Tentative Map shall expire and Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 50  Packet Pg. 492 of 1140  DRAFT 39 all proceedings shall terminate. An extension may be granted in accordance with the allowances set forth in the municipal code and the Subdivision Map Act. // // // // // // // // // // INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: _________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: ___________________________ ___________________________ Assistant City Attorney City Manager Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 51  Packet Pg. 493 of 1140  DRAFT 40 ____________________________ Director of Planning and Development Services PLANS AND DRAWINGS REFERENCED: Those plans titled “C5_2100-2400 Geng Road” consisting of 101 pages, dated and submitted January 30, 2026. Those plans titled “C5_2100-2400 Geng Road VTM PLANS ” consisting of 12 pages, dated and submitted January 30, 2026. A copy of these plans are on file with the Department of Planning and Development Services. Item 12 Attachment B - Draft Record of Land Use Action        Item 12: Staff Report Pg. 52  Packet Pg. 494 of 1140  NOT YET APPROVED 1 152_20260302_ts24 Ordinance No. ____ Ordinance of the Council of Authorizing Work in the Baylands Related to the Adjacent Development at 2100-2400 Geng Road (24-PLN-00356) The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Declarations. The City Council finds and declares as follows: A. Strada Investment Group, on behalf of San Francisco No. 69 LLC (collectively, the “Applicant”), has proposed a housing development project located at 2100–2400 Geng Road that would redevelop an existing approximately 11-acre site currently improved with office buildings and surface parking lots with approximately 145 multifamily townhome units, including 19 below-market-rate units, and community open spaces, as more detailed in City Planning Permit Application 24-PLN-00356 (the “Project”); B. CEQA review on the Project (including the plan in this ordinance) has been conducted and is exempt under CEQA regulation 15183; C. The Project site is located adjacent to the Baylands Athletic Center (“BAC”), a City- owned public recreation facility within the City’s Baylands open space, which is dedicated parkland under PAMC section 22.08.020 et seq; D. Article VIII of the Charter of the City of Palo Alto and Section 22.08.005 of the Palo Alto Municipal Code (PAMC) require that, before any substantial building, construction, reconstruction or development is commenced or approved, upon or with respect to any land held by the City for park purposes, the Council shall first cause to be prepared and by ordinance approve and adopt a plan therefor; E. To comply with the Federal Emergency Management Agency (FEMA) and the City of Palo Alto’s floodplain management requirements pursuant to Title 16 of the Palo Alto Municipal Code (PAMC), the Project site must be elevated by importing soil ranging from approximately one (1) to six (6) feet in depth across the site; F. An Arborist Report prepared for the Project by HortScience | Bartlett Consulting, dated August 2025 (Attached as Exhibit A) identifies approximately forty-five (45) non-native Blue Gum Eucalyptus (Eucalyptus globulus) trees located on the southern edge of the Baylands Athletic Center adjacent to the Project site (the “City Trees”) that may be impacted by Project-related grading and construction activity; G. According to the Arborist Report, thirty-one (31) of the City Trees are in “poor” condition and fourteen (14) are in “fair” condition; H. The exact number of City Trees that will be impacted by Project construction cannot be determined until final grading plans are prepared and implemented; I. The City and the Applicant desire to establish a mutually acceptable monitoring and replacement plan to address potential impacts to City Trees during Project construction, consistent with the goals of the City’s Tree Preservation Ordinance (PAMC Chapter 8.10) and the City’s Urban Forestry Guidelines; and J. Unless directed otherwise by the City Council, the City’s Urban Forestry Section and Item 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 53  Packet Pg. 495 of 1140  NOT YET APPROVED 2 Community Services Department shall use the funds received from the Applicant under this Project to plant and establish replacement trees on City-maintained property east of 101 within a maximum distance of 1 mile from the BAC property. Replanting efforts will focus on the area around the Baylands Athletic Center first and spread to other Baylands Open Space areas when additional sites are needed. Tree species selection for replacement trees will include a minimum of two thirds (2/3) climate smart native species compatible with the Baylands habitat zone. SECTION 2. The City Council hereby approves the following Plan under Article VIII (Parks) of the City Charter and PAMC section 22.08.005 for the removal of certain City Trees in the Baylands under the following provisions: 1. Updated Arborist Report Prior to Grading Permit In connection with submittal of Project grading permit application(s) involving work along the shared boundary with the Baylands Athletic Center, the Applicant shall submit to the City’s Urban Forestry Section (“Urban Forestry”) an updated arborist report prepared by a certified arborist identifying any City Trees located on the Baylands Athletic Center property that must be removed to facilitate grading or site access. Upon application to and review by Urban Forestry, Urban Forestry shall issue a Tree Removal Permit under PAMC section 8.04.040 for those City Trees identified where the Tree Protection Zone is so impacted that the tree will be prone to become unstable or unlikely to survive and otherwise in compliance with the requirements in PAMC Ch. 8.04. The scope of Urban Forestry’s review shall be limited to making this determination. Applicant shall be responsible for removal of the City Tree(s) to be removed. Applicant shall notify Urban Forestry at least 14 calendar days in advance of any scheduled tree removals. 2. Monitoring and Reporting of Remaining Trees During grading activities, the Applicant shall retain a licensed arborist to be present for any excavation work within the Tree Protection Zones of any City Tree. During active grading work, the arborist shall conduct monthly inspections of the remaining City Trees. Upon completion of grading, the arborist shall conduct quarterly inspections of the remaining City Trees for the duration of Project construction. The purpose of such inspections shall be to assess City Tree health and identify any City Trees that either (a) pose an imminent hazard to public health or safety, or (b) are unlikely to survive as a result of grading impacts. For City Trees that pose an imminent hazard to public health or safety, Applicant shall notify Urban Forestry (including its on-call staff if after hours) and shall remove the tree after receiving a Tree Removal Permit or other City authorization, including over-the-phone approval for emergency issues. For any City Tree that is unlikely to survive as a result of grading impacts, Applicant shall remove any such City Tree following application and issuance of a Tree Removal Permit by Urban Forestry. Applicant shall notify Urban Forestry at least 14 calendar days in advance of any such tree removal. Item 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 54  Packet Pg. 496 of 1140  NOT YET APPROVED 3 3. Tree Replacement Contribution Prior to issuance of a Certificate of Occupancy for the Project, the Applicant shall remit to the City payment for replacement of the City Trees (the “Tree Replacement Contribution”). The Tree Replacement Contribution shall be calculated based on the canopy width of the City Trees that were removed using Table 3-1 of the City of Palo Alto’s Tree Technical Manual. The canopy width of the City Trees shall be based on the canopy width as measured in the Arborist Report described in Recital E. The Tree Replacement Contribution shall be $1,250 per each 24” box tree required. Urban Forestry Section and Parks Golf and Open Space shall use these funds to plant and establish replacement trees on the BAC property. SECTION 3. Other Requirements. This ordinance serves as approval for the Plan described above for the purposes of compliance with Article VIII of the City Charter and PAMC 22.08.005. This ordinance does not fulfill any other requirement as may be required by law, including but not limited to: encroachment permits, grading permits, building permits, and tree removal permits. This ordinance does not waive compliance with such requirements and Applicant remains responsible for compliance. SECTION 4. CEQA. CEQA review on the Project (including the plan in this ordinance) has been conducted and is exempt under CEQA regulation 15183. SECTION 5. Severability. If any provision, clause, sentence or paragraph of this ordinance, or the application to any person or circumstances, shall be held invalid, such invalidity shall not affect the other provisions of this Ordinance which can be given effect without the invalid provision or application and, to this end, the provisions of this Ordinance are hereby declared to be severable. // // // // // Item 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 55  Packet Pg. 497 of 1140  NOT YET APPROVED 4 SECTION 6. Effective Date. This ordinance shall be effective on the 31st day after adoption. INTRODUCED: PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Assistant City Attorney City Manager ____________________________ Director, Community Services Department ____________________________ Director, Planning & Development Services Item 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 56  Packet Pg. 498 of 1140  HortScience│Bartlett Consulting ● Divisions of The F.A. Bartlett Tree Expert Company 2550 Ninth Street Suite 112, Berkeley, CA, 94710, 925.484.0211 ● www.hortscience.com Preliminary Arborist Report 2100 – 2400 Geng Road Palo Alto, CA PREPARED FOR: Carlson, Barbee & Gibson 2633 Camino Ramon, Suite 350 San Ramon, CA 94583 PREPARED BY: HortScience | Bartlett Consulting 2550 Ninth Street, Suite #112 Berkeley, CA 94710 April 2025 Revised August 2025 Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 57  Packet Pg. 499 of 1140  HortScience│Bartlett Consulting ● Divisions of The F.A. Bartlett Tree Expert Company 2550 Ninth Street Suite 112, Berkeley, CA, 94710, 925.484.0211 ● www.hortscience.com Preliminary Arborist Report 2100 – 2400 Geng Road Palo Alto, CA Table of Contents Page Introduction and Overview 1 Assessment Methods 1 Description of Trees 2 Palo Alto Tree Protection Requirements 6 Palo Alto Tree Replacement 6 Suitability for Preservation 7 Preliminary Evaluation of Impacts and Recommendations 9 Estimate of Value 10 List of Tables Table 1. Condition ratings and frequency of occurrence of trees 2 Table 2. Tree suitability for preservation 8 Exhibits Tree Assessment Form Tree Assessment Map Preliminary Tree Disposition and Estimate of Value Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 58  Packet Pg. 500 of 1140  Preliminary Arborist Report 2100 – 2400 Geng Road Palo Alto, CA Introduction and Overview Carlson, Barbee & Gibson is preparing plans to redevelop property at 2100 – 2400 Geng Road in Palo Alto. HortScience | Bartlett Consulting (Divisions of The F. A. Bartlett Tree Expert Co.) was asked to prepare a Preliminary Arborist Report for the project site for submission to the City of Palo Alto. Plans depict proposed demolition of existing structures and construction of townhomes with associated service roads and parking. In August 2025, plans were altered to eliminate off- site work at the neighboring City Park. The subject report was revised based on the new plans. This report provides the following information: 1.An assessment of tree health, structure, and suitability for preservation. 2.An estimate of the value of each tree. 3.A preliminary assessment of the impacts of constructing the proposed project and recommendations for action. Assessment Methods Trees were assessed on October 22 and 23, 2024. Additional trees were evaluated on November 19, 2024, following discussions with the project team. Trees with a trunk diameter of 4 inches or greater located in or overhanging the project area were included in the assessment. The assessment procedure consisted of the following steps: 1.Identifying the tree species; 2.Tagging each tree with an identifying number and recording its location on a map; 3.Measuring the trunk diameter at a point 54 inches above grade; 4.Evaluating the health and structural condition using a scale of 1 – 5: 5 - A healthy, vigorous tree, reasonably free of signs and symptoms of disease, with good structure and form typical of the species. 4 - Tree with slight decline in vigor, small amount of twig dieback, minor structural defects that could be corrected. 3 - Tree with moderate vigor, moderate twig, and small branch dieback, thinning of crown, poor leaf color, moderate structural defects that might be mitigated with regular care. 2 - Tree in decline, epicormic growth, extensive dieback of medium to large branches, significant structural defects that cannot be abated. 1 - Tree in severe decline, dieback of scaffold branches and/or trunk; most of foliage from epicormics; extensive structural defects that cannot be abated. 0 - Tree is dead. 5.Rating the suitability for preservation as “high”, “moderate” or “low”. Suitability for preservation considers the health, age and structural condition of the tree, and its potential to remain an asset to the site for years to come. High: Trees with good health and structural stability that have the potential for longevity at the site. Moderate: Trees with somewhat declining health and/or structural defects than can be abated with treatment. The tree will require more intense management and monitoring, and may have shorter life span than those in ‘good’ category. Low: Trees in poor health or with significant structural defects that cannot be mitigated. Tree is expected to continue to decline, regardless of treatment. The species or individual may have characteristics that are undesirable for landscapes, and generally are unsuited for use areas. Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 59  Packet Pg. 501 of 1140  Preliminary Arborist Report, 2100 – 2400 Geng Road Revised August 2025 Page 2 HortScience | Bartlett Consulting, Divisions of The F.A. Bartlett Tree Expert Company Description of Trees Two hundred and seventy (270) trees were assessed, representing 26 species (Table 1). Blue gum was the most common species with 49 trees, followed by river she-oak with 43, and coast redwood with 33. While species like coast live oak and coast redwood are native to the Palo Alto area, none of the assessed trees appeared to be indigenous to the site. Trees were distributed throughout the entire site, with many lining the property boundaries and others grouped together in landscaped areas next to buildings. Overall, 53 trees were in good condition, 162 were in fair condition, and 55 were in poor condition (Table 1). Descriptions of each tree are found in the Tree Assessment Form and approximate locations are shown on the Tree Assessment Map (see Exhibits). Table 1: Condition ratings and frequency of occurrence of trees 2100 – 2400 Geng Road, Palo Alto Common Name Scientific Name Condition Total Poor (1-2) Fair (3) Good (4-5) Blackwood acacia Acacia melanox lon 2 4 6 12 Japanese maple Acer palmatum - 3 1 4 African fern-pine Afrocarpus falcatus - 2 - 2 Black alder Alnus glutinosa - 1 - 1 European white birch Betula pendula - 6 - 6 River she-oak Casuarina cunninghamiana 7 29 7 43 Western redbud Cercis occidentalis - - 1 1 River red um Eucal ptus camaldulensis 2 6 8 16 Blue um Eucal ptus globulus 33 15 1 49 Raywood ash Fraxinus angustifolia 'Ra wood' 6 7 - 13 Ever reen ash Fraxinus uhde - 1 - 1 Gink o Ginkgo biloba - 1 - 1 Silk oak Grevillea robusta - 5 - 5 Chinese flame tree Koelreuteria bipinnata - - 1 1 Gloss prive Ligustrum lucidum 4 2 - 6 Sweet um Liquidambar st raciflua 1 20 2 23 Southern ma nolia Magnolia grandiflora - - 2 2 Crabapple Malus s lvestris - 8 1 9 Ma ten Ma tenus boaria - 1 - 1 Canar Island date palm Phoenix canariensis - - 2 2 Cherr Prunus sp. - - 2 2 Coast live oak Quercus agrifolia - 6 3 9 Holl oak Quercus ilex - 2 - 2 Yellow willow Salix lasiandra - 1 - 1 Coast redwood Sequoia sempervirens - 22 11 33 Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 60  Packet Pg. 502 of 1140  Preliminary Arborist Report, 2100 – 2400 Geng Road Revised August 2025 Page 3 HortScience | Bartlett Consulting, Divisions of The F.A. Bartlett Tree Expert Company Common Name Scientific Name Condition Total Poor (1-2) Fair (3) Good (4-5) Water um Tristaniopsis laurina - 20 5 25 Total 55 162 53 270 Of the 43 river she-oaks, seven were in good condition, 29 were in fair condition, and seven were in poor condition. Condition was largely related to available growing space and tree structure. Most trees grew close together in small groups. She-oaks in good condition had good structure and vigor. Those in fair condition had moderately undesireable structural features such as a low live crown ratio and/or a phototropic lean. Those in poor condition had more considerable structural deficiencies like old topping cuts. Development stage varied from young to mature, indicated by diameters measuring between 6 – 25 inches. Eleven (11) redwoods were in good condition and 22 were in fair condition. Development stage was mostly semi- mature with diameters measuring between 17 – 35 inches. Redwoods in fair condition often exhibited signs of drought stress like twig dieback and browning foliage. Those in good condition had greener, fuller crowns (Photo 2). Photo 1: River she-oaks #200 – 202 (left – right) competed for space in a small planter. Each was in good condition. Photo 2: Coast redwoods #116 – 122 (left – right) were in good condition with dense reen folia e. Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 61  Packet Pg. 503 of 1140  Preliminary Arborist Report, 2100 – 2400 Geng Road Revised August 2025 Page 4 HortScience | Bartlett Consulting, Divisions of The F.A. Bartlett Tree Expert Company Forty-nine (49) blue gums were assessed. Forty-eight (48) were off-site and had branches that extended into the subject property by up to 40 feet. Trunks were near the property line (Photo 3). Blue gum #24 was located on the subject property. Of all blue gums, 33 were in poor condition, 15 were in fair condition, and #23 was in good condition. Trunks were usually not accessible behind the fence, and diameters were estimated to be up to 56 inches. Twenty (20) water gums were in fair conditon and five were in good condition. Condition was informed by growing space availability, with those in fair condition being heavily suppressed by nearby buildings. Those in good condition had more space to develop good branching structure. Trees were semi-mature to mature in development, indicated by diameters between 7 – 15 inches. Twenty-three (23) sweetgums were assessed. Most (20 trees) were in fair condition, often suppressed by nearby buildings and having structural deficiencies like codominant trunks. Sweetgums #63 and 131 were in good condition, while #81 was in poor condition. All were semi- mature in development with diameters ranging between 10 – 19 inches. Eight of the 16 river red gums were in good condition, six were fair, and #212 and 213 were poor. Multiple stems arose from a single point on most trees at a height of between 12 – 20 feet. Trees in good condition were more vigorous than trees in fair condition, and had fewer negative features such as improper heading cuts or sapsucker damage. Poor condition river red gums had very low vigor and/or branch dieback and epicormic sprouting. Diameters ranged from 12 – 43 inches, representing semi-mature to mature development stages. The 13 Raywood ash trees were either in fair (7 trees) or poor (6 trees) condition. Multiple upright stems arose from a single point on all trees (Photo 4). Condition varied with overall vigor. Fair condition trees had denser foliage than those in poor condition. Diameters measured between 11 – 21 inches. Photo 3: Trunks of off-site blue gums were often close to the property line fence. Photo 4: Raywood ash trees #101 – 105 (left – right, foreground) had many narrow branch attachments at a single point on the trunk. Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 62  Packet Pg. 504 of 1140  Preliminary Arborist Report, 2100 – 2400 Geng Road Revised August 2025 Page 5 HortScience | Bartlett Consulting, Divisions of The F.A. Bartlett Tree Expert Company Twelve (12) blackwood acacias were assessed. Six were in good condition, four were fair, and #160 and 234 were poor. Diameters measured between 9 – 32 inches. Acacia #25 was located on the neighboring property, with branches extending approximately 7 feet into the project area. Eight crabapples were in fair condition while #13 was in good condition. Fair condition crabapples were often suppressed. All had multiple attachments at a single point on the trunk. Diameters measured between 5 – 10 inches. Nine coast live oaks were in fair (6 trees) or good (#219 – 221) condition. Five oaks were (#219 – 221, 227, and 228) located off-site, and had branches extending into the subject property by up to approximately 15 feet. Trunks measured between up to 19 inches. Six European white birch were in fair condition. Thin foliage was concentrated at the top of each tree. Development stage was young, represented by diameters between 6 – 10 inches. Six glossy privets were in fair (#232 and 251) or poor (#214, 229, 246, and 247) condition. Condition varied with differences in overall vigor. Multiple stems arose from the base of most trees, measuring between 4 – 8 inches. Privet #229 was off-site. The remaining 14 species were represented by 5 trees or fewer:  Five silk oaks were in fair condition. Four were semi-mature in development with trunks between 7 – 15 inches. Silk oak #223 was mature in development with a 32-inch diameter.  Japanese maple #34 was in good condition while #147, 148, and 154 were fair. Individual stems measured between 4 – 6 inches. Each was located at the foot of a nearby building, resulitng in asymmetric crown profiles (Photo 5).  African fern-pines #143 and 144 were in fair condition. Diameters measured 16 and 13 inches.  Southern magnolias #217 and 218 measured 19 and 12 inches in diameter, respectively. Both were in good condition.  Canary Island date palms #22 and 252 were in good condition. Palm #22 was off-site, with fronds extending into the subject property by approximately 13 feet. Eight (8) feet of brown trunk was below the lowest living frond. Palm #252 was taller with approximately 18 feet of brown trunk.  Cherries #68 and 74 were in good condition. Trunks below 7 and 10 inches, respectively. Multiple small stems arose from an apparent graft at 4 feet on both trees. Photo 5: Japanese maple #34 was suppressed and one-sided due to the nearb buildin . Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 63  Packet Pg. 505 of 1140  Preliminary Arborist Report, 2100 – 2400 Geng Road Revised August 2025 Page 6 HortScience | Bartlett Consulting, Divisions of The F.A. Bartlett Tree Expert Company  Holly oaks #42 and 43 were off-site and had branches extending into the subject property by approximately 14 and 9 feet, respectively. Both were in fair conditon and suppressed. Trunks were estimated at 7 (#42) and 6 (#43) inches in diameter.  Black alder #50 was in fair condition. The 7-inch diameter trunk leaned to the west.  Western redbud #3 was in good condition. Codominant trunks arose from 3 feet to create a rounded crown. The trunk measured 7 inches below the attachment.  Evergreen ash #51 had a very narrowly attached codominant trunks with a seam from the base to 3 feet. Individual diameters measured 11 and 10 inches. Overall condition was fair.  Ginkgo #222 was in fair condition, having a one-sided crown to the east. The trunk was 15 inches in diameter.  Chinese flame tree #124 had an 11-inch diameter trunk. Multiple stems arose from wide attachments at approximately 10 feet and the canopy was slightly thin. Overall condition was fair.  Mayten #95 was in fair condition. It had an 11-inch diameter trunk.  Yellow willow #44 as off-site, and had branches that reached approximately 15 feet into the subject property. Codominant trunks emerged from the base with estimated diameters of 20 and 12 inches. Palo Alto Tree Protection Requirements City of Palo Alto Municipal Code, Title 8, Chapter 8.10 (Trees & Landscape Preservation and Management), describes Protected trees as certain native species with a minimum trunk diameter of either 11.5 or 18 inches, and all other species with a minimum diameter of 15 inches. Species with high water use, invasive properties, or undesirable fruit are excluded. Of the trees assessed, species that meet exclusion requirements are black alder, European white birch, blackwood acacia, blue gum, Canary Island date palm, evergreen ash, river red gum, and yellow willow. All street trees and other public trees are also considered Protected, regardless of species. One hundred and thirty-eight (138) trees meet the criteria for Protected status: eighty-seven (87) are large enough to be considered protected mature trees; 48 blue gums appear to be on City property at Baylands Athletic Center, making them public trees; two trees (#7 and 20) are street trees. Protected trees are regulated by the City of Palo Alto and cannot be removed without a permit. Replacement tree plantings will be required for the removal of any Protected trees. Protected status of each tree is provided in the Tree Assessment Form (see exhibits). Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 64  Packet Pg. 506 of 1140  Preliminary Arborist Report, 2100 – 2400 Geng Road Revised August 2025 Page 7 HortScience | Bartlett Consulting, Divisions of The F.A. Bartlett Tree Expert Company Suitability for Preservation Before evaluating the impacts that will occur during development, it is important to consider the quality of the tree resource itself, and the potential for individual trees to function well over an extended length of time. Trees that are preserved on development sites must be carefully selected to make sure that they may survive development impacts, adapt to a new environment and perform well in the landscape. Our goal is to identify trees that have the potential for long-term health, structural stability, and longevity. For trees growing in open fields, away from areas where people and property are present, structural defects and/or poor health present a low risk of damage or injury if they fail. We must be concerned, however, about safety in use areas. Therefore, where development encroaches into existing plantings, we must consider their structural stability as well as their potential to grow and thrive in a new environment. Where development will not occur, the normal life cycles of decline, structural failure, and death should be allowed to continue. Evaluation of suitability for preservation considers several factors:  Tree health Healthy, vigorous trees are better able to tolerate impacts such as root injury, demolition of existing structures, changes in soil grade and moisture, and soil compaction than non- vigorous trees are. For example, many blue gums were in poor condition. These trees would not tolerate construction impacts as well as those in fair condition.  Structural integrity Trees with significant amounts of wood decay and other structural defects that cannot be corrected are more likely to fail. Such trees should not be preserved in areas where damage to people or property is likely.  Species response There is a wide variation in the response of individual species to construction impacts and changes in the environment. For example, coast redwood and river she-oak are tolerant of root severance and general construction impacts. Sweetgum is moderately tolerant. Blue gum is intolerant.  Tree age and longevity Old trees, while having significant emotional and aesthetic appeal, have limited physiological capacity to adjust to an altered environment. Young trees are better able to generate new tissue and respond to change. Most trees in this assessment were semi- mature or mature in development stage.  Invasiveness Species which spread across a site and displace desired vegetation are not always appropriate for retention. This is particularly true when indigenous species are displaced. The California Invasive Plant Inventory Database (https://www.cal-ipc.org/paf/) lists species identified as being invasive. Palo Alto is part of the Central West Floristic Province. Blackwood acacia, blue gum, Canary Island date palm, and glossy privet have limited invasive potential. Mayten is on the watch list. Each tree was rated for suitability for preservation based upon its age, health, structural condition, and ability to safely coexist within a development environment (Table 2, following page). Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 65  Packet Pg. 507 of 1140  Preliminary Arborist Report, 2100 – 2400 Geng Road Revised August 2025 Page 8 HortScience | Bartlett Consulting, Divisions of The F.A. Bartlett Tree Expert Company Table 2: Tree suitability for preservation. 2100 – 2400 Geng Road, Palo Alto High Trees in good health and with structural stability that have the potential for longevity at the site. Six trees had high suitability for preservation: Canary Island date palms #22 and 252, coast live oak #219, river red gum #216, and river she-oaks #200 and 201. Moderate Trees in fair health and/or with structural defects that may be abated with treatment. Trees in this category require more intense management and monitoring, and may have shorter lifespans than those in the “high” category. One hundred and twenty-three (123) trees had moderate suitability for preservation: black alder #50, nine blackwood acacias, blue gum #23, cherries #68 and 74, Chinese flame tree #124, four coast live oaks, 23 coast redwoods, nine crabapples, evergreen ash #51, ginkgo #222, holly oaks #42 and 43, Japanese maple #34, mayten #95, 11 river red gums, 19 river she- oaks, silk oaks #223 and 230, southern magnolias #217 and 218, eight sweetgums, 24 water gums, and western redbud #3. Low Trees in poor health or with significant defects in structure that cannot be abated with treatment. These trees can be expected to decline regardless of management. The species or individual tree may possess either characteristics that are undesirable in landscape settings or be unsuited for use areas. One hundred and forty-one (141) trees had low suitability for preservation: African fern-pines #143 and 144, blackwood acacias #19, 160, and 234, 48 blue gums, four coast live oaks, 10 coast redwoods, six European white birch, six glossy privets, Japanese maples #147, 148, and 154, 13 Raywood ash, four river red gums, 22 river she-oaks, silk oaks #231, 233, and 235, 15 sweetgums, water gum #139, and yellow willow #44. We consider trees with high suitability for preservation to be the best candidates for preservation. Retention of trees with moderate or low suitability for preservation depends upon the intensity of proposed site changes and the use nature of the site. Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 66  Packet Pg. 508 of 1140  Preliminary Arborist Report, 2100 – 2400 Geng Road Revised August 2025 Page 9 HortScience | Bartlett Consulting, Divisions of The F.A. Bartlett Tree Expert Company Preliminary Evaluations of Impacts and Recommendations Appropriate tree retention develops a practical match between the location and intensity of construction activities with the quality and health of trees. The Tree Assessment was the reference point for tree condition and quality. Impacts from construction were estimated using a conceptual site plan (Geng Road Site, Dahlin Group and CBG, dated 7/25/25), a Tree Disposition Plan (The Guzzardo Partnership, dated 8/26/2025) and conversations with the project team (to date 8/28/2025). Plans are preliminary in nature. As such, this evaluation of impacts must be considered preliminary. The site plan depicted locations of new townhomes and associated access roads. All existing structures will be demolished. Improvements would fill the entire site, property line to property line. A storm line is proposed off-site along the edge of the Baylands Athletic Center. No opportunities for tree preservation exist within the property. Off-site trees adjacent to the project area will be impacted by the proposed construction including root severance and crown pruning. Impacts may be severe. First, demolition of existing infrastructure and landscape may damage trees. Second, grading, excavation, and other construction activities will injure trees, both directly by mechanical injury and indirectly by altering drainage. Most notably, a retaining wall is proposed at the property line on the north side of the site near a row of large, mature blue gums. Finally, existing branches may encroach into the site, requiring significant pruning. The Project proposes to remove 207 existing trees within the project site and two street trees (209 total tree removals). The grade over the entire site will be raised, and no trees can be preserved within the boundaries. Of these, 83 trees are considered Protected trees by the City of Palo Alto and will require replacement (see Preliminary Tree Disposition and Estimate of Value table in the Exhibits). Forty-five (45) trees were near the property boundary of Baylands Athletic Center and identified for potential preservation due to the installation of a retaining wall at the property line. All were mature blue gums, and unlikely to respond well to drastic site changes such as the proposed retaining wall and grade change. As a species, blue gums are intolerant of root impacts. The retaining wall is proposed immediately adjacent to the stand of trees at the property line. I expect impacts to be severe, and some trees may sustain impacts that exceed their tolerances. Until excavation begins or an exploratory trench is dug to expose roots, impacts must be considered preliminary. Disposition may change depending on expected impacts if preservation is not expected to be successful. I recommend reevaluating as designs develop. Palm #22, blue gums #23 and 253, and blackwood acacia #25 were also located off-site at Baylands Athletic Center. Near these trees, no retaining wall will be installed. I expect impacts to be negligible for palm #22 and moderate for trees #23, 25, and 253. These four trees are identified for preservation. The remaining 12 trees on private property bordering the site are also identified for potential preservation. Impacts may be severe, depending on the required root severance during installation of retaining walls and clearance pruning. Disposition may change depending on expected impacts if preservation is not expected to be successful. I recommend reevaluating as designs develop. The Project’s tree removal requirements are a result of coastal flooding issues. The Project site’s elevation is currently between 6 and 10 feet above sea level. The site lies in a FEMA flood zone of AE-11, meaning that the site could flood up to 11 feet above sea level in a severe storm or high tide event. To mitigate this, the entire site must be raised to a minimum of 11 feet above sea level by importing 1 – 6 feet of additional soil across the site. Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 67  Packet Pg. 509 of 1140  Preliminary Arborist Report, 2100 – 2400 Geng Road Revised August 2025 Page10 The Project site is zoned for multifamily housing, with a portion of the site designated in the City’s 6th Cycle Housing Element as a housing inventory site. Redevelopment of the project site for these uses is not possible without the entire site grade being raised. Consistent with Palo Alto Municipal Code Section 8.10.050 (d)(1), there is no feasible way to retain the protected trees without reducing the otherwise-permissible buildable area by more than twenty-five percent. Based on the Project sponsor’s analysis, there is no financially feasible design alternative that would allow for retention of these protected trees in connection with redevelopment of the site for housing. The Project will fully mitigate the protected tree removals with a robust replacement tree planting plan, prioritizing native species, climate-adaptive drought tolerant species (in alignment with Palo Alto Municipal Code Section 8.10.030 (b)(2), and 8.10.050 (d)(3)(ii)), and species that provide high quality habitat for birds and other wildlife. Because the plans are preliminary, there may be opportunities to reduce tree impacts. The ability to preserve trees on this site and along the edges of the property depends on 1) selecting trees with moderate or good suitability for preservation and 2) establishing a tree protection zone large enough to sustain tree health and stability. All plans should include surveyed tree trunk locations so that impacts can be accurately assessed, and adequate tree protection measures can be determined. Once a design alternative is selected, impacts to trees should be revisited. Estimate of Value To estimate the reproduction cost of each tree, I used the cost approach, reproduction method, trunk formula technique, as described in the Guide for Plant Appraisal, 10th edition (International Society of Arboriculture, Atlanta GA, 2018). In addition, I referred to Species Classification and Group Assignment (2004), a publication of the Western Chapter of the International Society of Arboriculture. When estimating reproduction cost, the trunk formula technique considers four factors: size, condition, functional limitations, and external limitations. Size is measured as trunk diameter, normally 54 inches above grade. Condition reflects tree health and structural integrity. Functional limitations reflect constraints to tree development based on the site and species. For example, the off-site blue gums along the north edge of the property were crowded together, and competed for available growing space. Trees in this row were depreciated for the limited growing area and proximity to the property boundary. I did not note any external limitations. Based on the information gathered, I estimated the reproduction cost for individual trees to range from $250 to $26,950, totaling $943,838 for all trees. The estimated value of trees identified for removal was $791,784 ($411,250 Protected). The estimated value of trees identified for potential preservation was $142,045 ($134,300 Protected). The estimated value of trees identified for preservation was $9,605 (all Protected). Values per tree are depicted in the Preliminary Disposition and Estimate of Value exhibit (see exhibits). HortScience | Bartlett Consulting, Divisions of The F.A. Bartlett Tree Expert Company Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 68  Packet Pg. 510 of 1140  Preliminary Arborist Report, 2100 – 2400 Geng Road Revised August 2025 Page 11 HortScience | Bartlett Consulting, Divisions of The F.A. Bartlett Tree Expert Company Palo Alto Tree Replacement Tree replacement mitigation is required for Protected tree removals. Replacement quantities are based on the average canopy spread of the removed tree. Two options are presented in the Palo Alto Tree Technical Manual for Replacement Trees or Alternative Trees (Figure 1). Individual assignments for replacement trees are described in the Preliminary Disposition and Estimate of Value exhibit (see exhibits). The project’s landscape architect will use these ratios to inform the replacement planting plan. Figure 1: Replacement tree matrix. Sourced from Palo Alto Tree Technical Manual. Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 69  Packet Pg. 511 of 1140  Preliminary Arborist Report, 2100 – 2400 Geng Road Revised August 2025 Page 12 HortScience | Bartlett Consulting, Divisions of The F.A. Bartlett Tree Expert Company Preliminary Tree Preservation Guidelines Trees on adjacent properties may be impacted by construction activities. The key to tree preservation is to minimize adverse impacts near trees to be retained. The following are recommendations for design and construction phases that will assist in successful tree preservation. 1. Reevaluate tree disposition as project plans progress. 2. The Tree Protection Zone shall be the project property line. The project’s security fence will serve as the tree protection fencing. 3. Off-site trees may require pruning to provide vertical clearance for construction. All pruning shall be completed by a Certified Arborist or Tree Worker and adhere to the latest edition of the ANSI Z133 and A300 standards as well as the Best Management Practices -- Tree Pruning published by the International Society of Arboriculture. 4. On-site trees to be removed that have branches extending into the canopy of off-site trees to remain must be removed by a qualified arborist and not by construction contractors. The qualified arborist should remove the tree in a manner that causes no damage to the trees and understory to remain. 5. Any grading, construction, demolition or other work that is expected to encounter tree roots should be monitored by the Consulting Arborist. 6. Enlist the project arborist monitor excavation for the footing of the retaining wall along the north edge of the property. Once roots are exposed, recommendations can be made on management decisions. Overall dispositions may change depending on the size and number of roots encountered. 7. Enlist the project arborist to monitor off-site trees identified for potential preservation on a monthly basis throughout the construction timeline to monitor any changes in condition. 8. If injury should occur to any tree during construction, it should be evaluated as soon as possible by the Consulting Arborist so that appropriate treatments can be applied. 9. Any roots damaged during grading or construction shall be exposed to sound tissue and cut cleanly with a saw. 10. All tree work shall comply with the Migratory Bird Treaty Act as well as California Fish and Wildlife code 3503-3513 to not disturb nesting birds. To the extent feasible tree pruning and removal should be scheduled outside of the breeding season. Breeding bird surveys should be conducted prior to tree work. Qualified biologists should be involved in establishing work buffers for active nests. If you have any questions about my observations or recommendations, please contact me. HortScience | Bartlett Consulting Ryan Suttle, Consulting Arborist & Urban Forester ISA Board Certified Master Arborist, Utility Specialist No. WE-12647BU ISA Tree Risk Assessment Qualified ASCA Registered Consulting Arborist #813 ASCA Tree and Plant Appraisal Qualified Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 70  Packet Pg. 512 of 1140  Preliminary Arborist Report, 2100 – 2400 Geng Road Revised August 2025 Page 13 HortScience | Bartlett Consulting, Divisions of The F.A. Bartlett Tree Expert Company Exhibits Tree Assessment Form Tree Assessment Map Preliminary Tree Disposition and Estimate of Value Exhibit AItem 12 Attachment C - Draft Parkland Improvement Ordinance        Item 12: Staff Report Pg. 71  Packet Pg. 513 of 1140  Tree No. Species Trunk Diameter (in.) Protected Tree? Condition 1=poor 5=excellent Suitability for Preservation Canopy Spread (N,E,S,W) (ft.) Comments 1 River she-oak 18 Yes 4 Moderate 10,15,12,10 Codominant trunks arise from 10’; high crown; suppressed south. 2 River she-oak 19 Yes 4 Moderate 12,8,15,10 Codominant trunks arise from 12&14’; narrow suppressed crown. 3 Western redbud 7 No 4 Moderate 6,6,6,6 Codominant trunks arise from 3’; round crown. 4 Crabapple 5 No 3 Moderate 7,2,6,7 Suppressed west; no lower branching; swollen base. 5 Crabapple 8 No 3 Moderate 5,8,7,5 Codominant trunks arise from 4’; high crown; suppressed south. 6 Crabapple 8 No 3 Moderate 10,8,5,7 Multiple trunks arise from 5’; high crown; suppressed north. 7 River she-oak 24 Yes; Street Tree 4 Moderate 17,17,17,17 Street tree; codominant trunks arise from high in crown; topping cuts throughout crown. 8 Crabapple 7 No 3 Moderate 5,8,7,3 Multiple trunks arise from 5’; no lower branches. 9 Crabapple 8 No 3 Moderate 13,7,8,10 Multiple trunks arise from 5’; no lower branches. 10 Crabapple 7 No 3 Moderate 7,4,6,6 Multiple trunks arise from 6’; no lower branches; messy structure. 11 Crabapple 7 No 3 Moderate 7,7,7,7 Wide multiple trunks arise from 4’; 8”x2” basal decay cavity. 12 Crabapple 7 No 3 Moderate 7,3,5,9 Heavily suppressed north; trunk bends north at 2’. 13 Crabapple 10 No 4 Moderate 14,10,10,8 Multiple trunks arise from 5’; no lower branches; swollen base. 14 River she-oak 11 No 3 Moderate 12,10,12,12 Codominant trunks arise from 14’; narrow thin crown. 15 River she-oak 18 Yes 3 Moderate 10,12,14,11 Codominant trunks arise from 14’; narrow thin crown; southern trunk leans south. 16 River she-oak 18 Yes 3 Moderate 7,9,12,12 High narrow crown bows south high in crown; suppressed south. 17 River she-oak 19 Yes 4 Moderate 18,15,18,18 Codominant trunks arise from high in crown; topping cuts throughout crown. 18 Blackwood acacia 25 No; invasive, Cal-IPC 4 Moderate 22,22,22,22 Exposed surface roots; single upright trunk. 19 Blackwood acacia 20 No; invasive, Cal-IPC 3 Low 10,8,12,12 Codominant trunks arise from 7’; crown weight is southern. 20 River she-oak 18 Yes; Street Tree 3 Low 16,14,12,15 Street tree; straight upright crown; dead and dying branches throughout crown. Tree Assessment 2100 -2400 Geng Road Palo Alto, CA November 2024 Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 72  Packet Pg. 514 of 1140  Tree No. Species Trunk Diameter (in.) Protected Tree? Condition 1=poor 5=excellent Suitability for Preservation Canopy Spread (N,E,S,W) (ft.) Comments Tree Assessment 2100 -2400 Geng Road Palo Alto, CA November 2024 21 Blackwood acacia 18 No; invasive, Cal-IPC 4 Moderate 15,15,15,15 Straight upright trunk; some decay on lowest branch (4”); good form. 22 Canary Island date palm 40 Yes; on City property 4 High 10,10,10,10 Off-site tagged on fence; extends over property by 13’; 8’ wood feet of brown trunk; heavily suppressed under blue gum. 23 Blue gum 42 Yes; on City property 4 Moderate 30,25,40,20 Off-site tagged on fence; extends over property by 40’; high crown; heading cuts throughout. 24 Blue gum 26 No; invasive, Cal-IPC 3 Low 20,5,9,24 S-shape in trunk @ 20’; sap sucker evidence on upper crown. 25 Blackwood acacia 12 Yes; on City property 4 Moderate 8,8,7,8 Off-site tagged on fence; extends over site by 7’; straight upright crown; good form and condition. 26 Water gum 8 No 3 Moderate 8,5,7,8 Pruned for light clearance; good young tree. 27 Water gum 7 No 3 Moderate 8,8,8,8 In median planter; round crown; good form. 28 Water gum 8 No 4 Moderate 8,8,8,8 In median planter; round crown; good form. 29 Water gum 9 No 4 Moderate 9,9,9,9 In median planter; round crown; good form. 30 Water gum 9 No 4 Moderate 11,11,11,11 In median planter; round crown; good form. 31 Water gum 9 No 4 Moderate 10,10,10,10 In median planter; round crown; good form. 32 Blackwood acacia 12 No; invasive, Cal-IPC 4 Moderate 5,10,10,10 Narrow codominant trunks arise from 8’; slight lean east. 33 Blackwood acacia 18 No; invasive, Cal-IPC 3 Moderate 14,14,14,14 Multiple trunks arise from 10’; thin crown. 34 Japanese maple 7,6 Yes 4 Moderate 14,5,5,14 Codominant trunks arise from 1’; heavily suppressed under the building; dead twigs. 35 Coast redwood 18 Yes 3 Low 12,12,12,12 In raised planter; twig dieback; brown leaves. 36 Coast redwood 20 Yes 3 Low 10,10,10,10 In raised planter; twig dieback; brown leaves. 37 Coast redwood 19 Yes 3 Low 10,10,10,10 In raised planter; twig dieback; brown leaves. 38 River red gum 32 No; invasive, Cal-IPC 3 Moderate 20,16,10,20 Trunk bows north; high crown; good growth. 39 River red gum 31 No; invasive, Cal-IPC 4 Moderate 21,21,21,25 Trunk bows north; high crown; good growth. 40 River red gum 20 No; invasive, Cal-IPC 4 Moderate 11,6,11,8 Codominant trunks arise from 12’; leans west. Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 73  Packet Pg. 515 of 1140  Tree No. Species Trunk Diameter (in.) Protected Tree? Condition 1=poor 5=excellent Suitability for Preservation Canopy Spread (N,E,S,W) (ft.) Comments Tree Assessment 2100 -2400 Geng Road Palo Alto, CA November 2024 41 River red gum 23 No; invasive, Cal-IPC 4 Moderate 14,14,14,14 Multiple trunks arise from 12’; vase shape crown. 42 Holly oak 7 No 3 Moderate 14,6,2,6 Off-site extends over property by 14’; suppressed. 43 Holly oak 6 No 3 Moderate 9,5,2,5 Off-site extends over property by 9’; suppressed. 44 Yellow willow 20,12 No; high water use 3 Low 15,15,10,15 Off-site extends over property by 15’, Codominant trunks lean over property, suppressed. 45 River red gum 35 No; invasive, Cal-IPC 4 Moderate 23,29,18,20 In parking island; leans over property; high crown; good growth. 46 River red gum 32 No; invasive, Cal-IPC 4 Moderate 18,18,18,18 In parking island; multiple trunks arise from 10’; high crown; good growth. 47 River red gum 12 No; invasive, Cal-IPC 4 Moderate 10,10,10,10 Codominant trunks arise from base&12’ wester trunk removed. 48 River she-oak 24 Yes 3 Low 13,13,15,12 Off-site; Codominant trunks; extends over property 13’. 49 Coast live oak 13 Yes 3 Moderate 12,8,8,10 Off-site extends over property by 12’; thin; leans north over property. 50 Black alder 7 No; high water use 3 Moderate 9,9,9,9 Trunk leans west suppressing trees on west side. 51 Evergreen ash 11,10 No; fruit per Palo Alto website 3 Moderate 10,12,15,15 Codominant trunks are fussed from base to 3’; suppressed west. 52 Raywood ash 16 Yes 3 Low 16,16,16,16 In open planter; round crown; multiple trunks arise from 8’; sun- scold. 53 Raywood ash 11 No 3 Low 12,12,12,12 In open planter; round crown; multiple trunks arise from 8’; sun- scold. 54 Raywood ash 13 No 3 Low 11,11,11,11 In open planter; round crown; multiple trunks arise from 8’; sun- scold. 55 Raywood ash 18 Yes 2 Low 15,15,15,15 In open planter; round crown; multiple trunks arise from 8’; sun- scold. 56 Raywood ash 14 No 2 Low 12,11,11,6 In open planter; round crown; multiple trunks arise from 8’; sun- scold; history of branch failure; decay. 57 Raywood ash 18 Yes 2 Low 16,16,15,13 In open planter; round crown; multiple trunks arise from 8’; sun- scold. Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 74  Packet Pg. 516 of 1140  Tree No. Species Trunk Diameter (in.) Protected Tree? Condition 1=poor 5=excellent Suitability for Preservation Canopy Spread (N,E,S,W) (ft.) Comments Tree Assessment 2100 -2400 Geng Road Palo Alto, CA November 2024 58 Raywood ash 16 Yes 3 Low 15,15,15,15 In open planter; round crown; multiple trunks arise from 8’; sun- scold. 59 Raywood ash 16 Yes 3 Low 15,15,15,15 In open planter; round crown; multiple trunks arise from 8’; thin; sun-scold. 60 Raywood ash 14 No 3 Low 16,15,15,15 In open planter; round crown; multiple trunks arise from 8’; thin; sun-scold. 61 Raywood ash 14 No 3 Low 11,12,12,13 In open planter; round crown; multiple trunks arise from 8’; thin; sun-scold. 62 Sweetgum 14 No 3 Low 12,4,12,12 High crown suppressed by building. 63 Sweetgum 16 Yes 4 Moderate 18,15,18,18 Multiple trunks arise from 15’; seams in attachments. 64 Sweetgum 14 No 3 Low 9,5,12,9 High crown suppressed by building. 65 Coast redwood 30 Yes 3 Low 20,20,20,20 Heavily suppressed by building on east; high crown. 66 Coast redwood 29 Yes 3 Low 13,13,13,13 Heavily suppressed by building on east; high crown. 67 Coast redwood 31 Yes 3 Low 17,17,17,17 Heavily suppressed by building on east; high crown. 68 Cherry 7 No 4 Moderate 5,5,5,5 Grafted at 4’; multiple trunks arise from 4’; healthy crown. 69 Sweetgum 12 No 3 Low 20,15,2,15 High crown suppressed by building. 70 Sweetgum 11 No 3 Low 11,10,11,8 Sinuous trunk; suppressed north. 71 Sweetgum 13 No 3 Low 10,12,12,12 Upright trunk; twig dieback. 72 Sweetgum 13 No 3 Low 12,12,8,11 Codominant trunks arise from 12’; no lower branches. 73 Sweetgum 12 No 3 Low 20,15,2,15 High crown suppressed by building. 74 Cherry 10 No 4 Moderate 5,5,9,9 Grafted at 4’; multiple trunks arise from 4’; healthy crown; growth on west side. 75 Coast redwood 26 Yes 3 Low 14,14,14,14 Typical from; tight cluster of trees; high crown. 76 Coast redwood 19 Yes 3 Low 12,12,12,12 Typical from; tight cluster of trees; high crown. 77 Coast redwood 17 No 3 Low 11,11,11,11 Typical from; tight cluster of trees; high crown. 78 Coast redwood 17 No 3 Low 13,13,13,13 Typical from; tight cluster of trees; high crown. 79 Coast redwood 32 Yes 4 Moderate 15,15,15,15 Typical from; tight cluster of trees; high crown. 80 Coast redwood 28 Yes 3 Moderate 13,13,13,13 Typical from; tight cluster of trees; high crown. 81 Sweetgum 10 No 2 Low 10,8,8,7 High crown; decay on trunk; poor and condition form. 82 Coast redwood 25 Yes 3 Moderate 12,12,12,12 Typical from; tight cluster of trees; high crown; suppressed on southeast. Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 75  Packet Pg. 517 of 1140  Tree No. Species Trunk Diameter (in.) Protected Tree? Condition 1=poor 5=excellent Suitability for Preservation Canopy Spread (N,E,S,W) (ft.) Comments Tree Assessment 2100 -2400 Geng Road Palo Alto, CA November 2024 83 Coast redwood 21 Yes 3 Moderate 8,8,8,8 Typical from; tight cluster of trees; high crown; suppressed on west. 84 Coast redwood 26 Yes 3 Moderate 13,13,13,13 Typical from; tight cluster of trees; high crown; suppressed on north. 85 Coast redwood 28 Yes 3 Moderate 14,14,14,14 Typical from; suppressed by building. 86 Coast redwood 27 Yes 3 Moderate 13,13,13,13 Typical from; suppressed by building. 87 European white birch 7 No; high water use 3 Low 6,6,6,6 Upright thin crown; twig dieback in upper crown. 88 Coast redwood 32 Yes 4 Moderate 16,16,16,16 Typical from; good crown and structure; high crown. 89 Coast redwood 25 Yes 3 Moderate 13,13,13,13 Typical from; high crown. 90 Coast redwood 28 Yes 3 Moderate 14,14,14,14 Typical from; high crown. 91 Coast redwood 26 Yes 3 Moderate 12,12,12,12 Typical from; high crown; in tight cluster; suppressed by building. 92 Coast redwood 25 Yes 3 Moderate 12,12,12,12 Typical from; high crown; in tight cluster. 93 Coast redwood 26 Yes 3 Moderate 15,15,15,15 Typical from; high crown; in tight cluster. 94 Coast redwood 31 Yes 3 Moderate 15,15,15,15 Typical from; high crown; in tight cluster. 95 Mayten 11 No 3 Moderate 15,16,10,6 Multiple trunks arise from 6’; suppressed east; moderate form. 96 Water gum 11 No 3 Moderate 12,13,8,5 Heavily suppressed by building; good health. 97 Water gum 11 No 3 Moderate 9,11,9,0 Heavily suppressed by building; good health. 98 Water gum 9 No 3 Moderate 9,10,9,0 Heavily suppressed by building; good health. 99 Water gum 10 No 3 Moderate 0,9,9,0 Heavily suppressed by building; good health. 100 Raywood ash 18 Yes 2 Low 10,8,8,8 Multiple trunks arise from but headed back 12’; thin. 101 Water gum 11 No 3 Moderate 0,11,14,14 Heavily suppressed by building; good health. 102 Water gum 11 No 3 Moderate 4,12,14,14 Heavily suppressed by building; good health. 103 Water gum 11 No 3 Moderate 7,10,13,13 Heavily suppressed by building; good health. 104 Water gum 10 No 3 Moderate 7,0,14,11 Heavily suppressed by building; good health. 105 Water gum 9 No 3 Moderate 0,13,12,11 Heavily suppressed by building; good health. 106 Raywood ash 23 Yes 2 Low 17,17,17,17 Multiple trunks arise from 12’; headed back; thin. 107 Sweetgum 12 No 3 Low 11,12,14,11 High crown suppressed by building. 108 Sweetgum 11 No 3 Low 11,10,10,13 In planter; multiple trunks with cavity at attachment point. 109 Sweetgum 13 No 3 Low 12,0,10,14 High crown suppressed by building. Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 76  Packet Pg. 518 of 1140  Tree No. Species Trunk Diameter (in.) Protected Tree? Condition 1=poor 5=excellent Suitability for Preservation Canopy Spread (N,E,S,W) (ft.) Comments Tree Assessment 2100 -2400 Geng Road Palo Alto, CA November 2024 110 Sweetgum 16 Yes 3 Low 12,12,0,12 High crown suppressed by building; thin. 111 Coast redwood 34 Yes 4 Moderate 17,17,17,17 Typical from; good crown and structure; high crown; suppressed by building. 112 Coast redwood 35 Yes 4 Moderate 18,18,18,18 Typical from; good crown and structure; high crown; suppressed by building; good leaf color. 113 Sweetgum 14 No 3 Low 7,7,7,7 Straight upright trunk; thin. 114 Sweetgum 12 No 3 Low 9,8,14,9 Multiple trunks; thin. 115 Sweetgum 11 No 3 Low 14,14,0,14 Wide codominant trunks arise from 12’; thin. 116 Coast redwood 29 Yes 4 Moderate 15,15,15,15 Typical from; good crown and structure; high crown; suppressed; good leaf color. 117 Coast redwood 26 Yes 4 Moderate 12,12,12,12 Typical from; good crown and structure; high crown; suppressed; good leaf color. 118 Coast redwood 30 Yes 4 Moderate 14,14,14,14 Typical from; good crown and structure; high crown; suppressed; good leaf color. 119 Coast redwood 31 Yes 4 Moderate 14,14,14,14 Typical from; good crown and structure; high crown; suppressed; good leaf color. 120 Coast redwood 25 Yes 4 Moderate 15,15,15,15 Typical from; good crown and structure; high crown; suppressed; good leaf color. 121 Coast redwood 27 Yes 4 Moderate 16,16,16,16 Typical from; good crown and structure; high crown; suppressed; good leaf color. 122 Coast redwood 35 Yes 4 Moderate 18,18,18,18 Typical from; good crown and structure; high crown; suppressed; good leaf color. 123 Raywood ash 21 Yes 2 Low 9,12,15,15 Multiple trunks headed back; thin; wide attachments. 124 Chinese flame tree 11 No 4 Moderate 14,14,17,17 Multiple trunks arise from 10’; wide attachments; somewhat thin. 125 River she-oak 18 Yes 3 Moderate 10,12,12,10 High narrow crown; history of branch failure. 126 Blackwood acacia 15 No; invasive, Cal-IPC 4 Moderate 15,15,15,15 Good upright form; base is flat on both the west and east sides. 127 River she-oak 19 Yes 3 Moderate 7,7,12,10 Codominant trunks arise from 12’&14’; thin; suppressed west. 128 River she-oak 14 No 3 Moderate 9,14,9,9 High narrow crown; codominant trunks high in crown. 129 River she-oak 16 Yes 3 Moderate 9,9,9,9 High narrow crown; bleeding at base. Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 77  Packet Pg. 519 of 1140  Tree No. Species Trunk Diameter (in.) Protected Tree? Condition 1=poor 5=excellent Suitability for Preservation Canopy Spread (N,E,S,W) (ft.) Comments Tree Assessment 2100 -2400 Geng Road Palo Alto, CA November 2024 130 Blackwood acacia 26 No; invasive, Cal-IPC 4 Moderate 17,17,17,17 Codominant trunks arise from 17’; high crown. 131 Sweetgum 19 Yes 4 Moderate 16,16,16,16 High crown suppressed by building. 132 Sweetgum 19 Yes 3 Moderate 15,15,15,15 Codominant trunks; thin; no lower foliage; Sa sucker evidence. 133 Sweetgum 12 No 3 Moderate 11,12,8,6 Codominant trunks; messy crown. 134 Sweetgum 15 Yes 3 Moderate 19,15,0,15 Codominant trunks; messy crown. 135 Sweetgum 17 Yes 3 Moderate 9,11,11,11 Corrected bow on trunk; high crown; thin. 136 Sweetgum 10 No 3 Moderate 13,12,8,12 Upright trunk thin crown. 137 Sweetgum 12 No 3 Moderate 16,12,12,12 Crooked trunk; thin; one-sided east. 138 Water gum 12 No 3 Moderate 14,9,8,11 Heavily suppressed by building; good health. 139 Water gum 12 No 3 Low 18,5,5,11 Heavily suppressed by building; thin. 140 Water gum 12 No 3 Moderate 10,8,0,10 Heavily suppressed by building; good health. 141 Water gum 13 No 3 Moderate 9,9,5,12 Heavily suppressed by building; good health. 142 Water gum 12 No 3 Moderate 17,3,0,12 Heavily suppressed by building; good health; codominant trunk; gurdling root. 143 African fern-pine 16 Yes 3 Low 15,16,16,0 Leans east away from building; thin; gurdling root; healthy leaves. 144 African fern-pine 13 No 3 Low 10,10,10,10 In planter; wide attachment; good growth. 145 European white birch 8 No; high water use 3 Low 5,5,5,5 High narrow crown; thin. 146 European white birch 10 No; high water use 3 Low 8,8,8,8 Crook at 2’; high narrow crown; thin. 147 Japanese maple 6 No 3 Low 8,0,11,12 Suppressed under building; bows away from structure. 148 Japanese maple 7 No 3 Low 0,0,10,10 Suppressed under building on two sides; bows away from structure. 149 Blackwood acacia 29 No; invasive, Cal-IPC 3 Moderate 9,19,28,15 Leans and bows west away from other trees; multiple trunks arise from 13’; somewhat thin. 150 River she-oak 22 Yes 3 Moderate 9,9,12,6 Multiple trunks arise from 11’; thin; high narrow crown. 151 River she-oak 25 Yes 3 Moderate 11,6,12,12 Multiple trunks arise from 10’; thin; high narrow crown. 152 River she-oak 20 Yes 3 Moderate 8,8,10,8 Codominant trunks arise from 8’; thin; high narrow crown. Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 78  Packet Pg. 520 of 1140  Tree No. Species Trunk Diameter (in.) Protected Tree? Condition 1=poor 5=excellent Suitability for Preservation Canopy Spread (N,E,S,W) (ft.) Comments Tree Assessment 2100 -2400 Geng Road Palo Alto, CA November 2024 153 European white birch 7 No; high water use 3 Low 5,5,5,5 High narrow crown; thin. 154 Japanese maple 6,4 Yes 3 Low 0,0,10,12 Suppressed under building on two sides; bows away from structure. 155 European white birch 6 No; high water use 3 Low 2,2,6,5 High narrow crown; heavily suppressed; thin. 156 European white birch 10 No; high water use 3 Low 4,4,8,5 High narrow crown; heavily suppressed; thin. 157 River she-oak 19 Yes 3 Moderate 6,6,10,10 Multiple trunks arise from high in crown; bleeding on trunk at 2’; thin; high narrow crown. 158 River she-oak 16 Yes 3 Moderate 6,6,10,10 Single upright trunk; high narrow crown. 159 River she-oak 15 Yes 3 Moderate 9,9,12,7 Codominant trunks arise from 10’; thin; high narrow crown. 160 Blackwood acacia 9 No; invasive, Cal-IPC 2 Low 5,7,7,6 Bows south; dead top; thin. 161 Blue gum 25 Yes; on City property 2 Low 40,10,10,20 Off-site tagged on fence; can’t see trunk; extends over property by 7’; messy form. 162 Blue gum 38 Yes; on City property 2 Low 30,15,15,30 Off-site tagged on fence; can not see trunk; extends over property by 16’; messy form; pruned away from property. 163 Blue gum 36 Yes; on City property 2 Low 25,20,10,20 Off-site tagged on fence; can’t see trunk; extends over property by 7’; messy form; pruned away from property. 164 Blue gum 38 Yes; on City property 2 Low 10,6,5,15 Off-site tagged on fence; can’t see trunk; extends over property by 8’; messy form; pruned away from property. 165 Blue gum 36 Yes; on City property 3 Low 35,30,20,25 Off-site tagged on fence; can’t see trunk; extends over property by 10’; messy form; pruned away from property. 166 Blue gum 40 Yes; on City property 3 Low 40,50,25,35 Off-site tagged on fence; can’t see trunk; extends over property by 16’; messy form; pruned away from property. 167 Blue gum 56 Yes; on City property 3 Low 40,35,10,5 Off-site tagged on fence; extends over property by 10’; messy form; pruned away from property; leans heavily away from property. 168 Blue gum 40 Yes; on City property 3 Low 40,25,15,5 Off-site tagged on fence; can’t see trunk; extends over property by 10’; messy form; pruned away from property. 169 Blue gum 28,26 Yes; on City property 3 Low 40,10,15,10 Off-site tagged on fence; can’t see trunk; extends over property by 9’; messy form; pruned away from property. Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 79  Packet Pg. 521 of 1140  Tree No. Species Trunk Diameter (in.) Protected Tree? Condition 1=poor 5=excellent Suitability for Preservation Canopy Spread (N,E,S,W) (ft.) Comments Tree Assessment 2100 -2400 Geng Road Palo Alto, CA November 2024 170 Blue gum 38 Yes; on City property 3 Low 30,35,15,20 Off-site tagged on fence; can’t see trunk; extends over property by 7’; messy form; pruned away from property. 171 Blue gum 21 Yes; on City property 2 Low 15,10,5,1 Off-site tagged on fence; can’t see trunk; extends over property by 2’; messy form; pruned away from property. 172 Blue gum 19 Yes; on City property 2 Low 15,10,10,10 Off-site tagged on fence; can’t see trunk; extends over property by 8’; messy form; pruned away from property. 173 Blue gum 19 Yes; on City property 2 Low 35,20,10,5 Off-site tagged on fence; can’t see trunk; extends over property by 7’; messy form; pruned away from property. 174 Blue gum 42 Yes; on City property 2 Low 40,55,10,10 Off-site tagged on fence; can’t see trunk; extends over property by 7’; messy form; pruned away from property. 175 Blue gum 53 Yes; on City property 2 Low 40,40,10,15 Off-site tagged on fence; can’t see trunk; doesn’t extend over property, roots are lifting parking lot pavement; pruned and leans away from property. 176 Blue gum 48 Yes; on City property 2 Low 25,20,25,30 Off-site tagged on fence; can’t see trunk; extends over property by 10’; messy form; pruned away from property. 177 Blue gum 42 Yes; on City property 2 Low 35,15,15,30 Off-site tagged on fence; can’t see trunk; extends over property by 4’; messy form; pruned away from property. 178 Blue gum 25 Yes; on City property 2 Low 20,15,10,5 Off-site tagged on fence; can’t see trunk; extends over property by 10’; messy form; pruned away from property; base at fence line. 179 Blue gum 36 Yes; on City property 2 Low 30,10,15,15 Off-site tagged on fence; can’t see trunk; extends over property by 9’; messy form; pruned away from property. 180 Blue gum 17 Yes; on City property 2 Low 5,5,8,4 Off-site tagged on fence; can’t see trunk; extends over property by 4’; messy form; pruned away from property. 181 Blue gum 46 Yes; on City property 3 Low 35,45,15,20 Off-site tagged on fence; can’t see trunk; extends over property by 8’; messy form; pruned away from property. 182 Blue gum 42 Yes; on City property 3 Low 30,15,10,25 Off-site tagged on fence; can’t see trunk; extends over property by 4’; messy form; pruned away from property. 183 Blue gum 16,10,5 Yes; on City property 2 Low 30,10,10,5 Off-site tagged on fence; can’t see trunk; extends over property by 6’; messy form; pruned away from property. 184 Blue gum 25 Yes; on City property 2 Low 25,10,10,20 Off-site tagged on fence; can’t see trunk; extends over property by 6’; messy form; pruned away from property. Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 80  Packet Pg. 522 of 1140  Tree No. Species Trunk Diameter (in.) Protected Tree? Condition 1=poor 5=excellent Suitability for Preservation Canopy Spread (N,E,S,W) (ft.) Comments Tree Assessment 2100 -2400 Geng Road Palo Alto, CA November 2024 185 Blue gum 26 Yes; on City property 2 Low 35,25,10,5 Off-site tagged on fence; can’t see trunk; extends over property by 8’; messy form; pruned away from property. 186 Blue gum 28 Yes; on City property 2 Low 15,20,10,5 Off-site tagged on fence; can’t see trunk; extends over property by 9’; messy form; pruned away from property. 187 Blue gum 52 Yes; on City property 3 Low 40,35,20,45 Off-site tagged on fence; can’t see trunk; extends over property by 8’; messy form; pruned away from property. 188 Blue gum 26 Yes; on City property 2 Low 5,10,5,5 Off-site tagged on fence; can’t see trunk; extends over property by 5’; messy form; pruned away from property. 189 River she-oak 10 No 3 Low 6,6,6,6 Codominant trunks arise from 8’; high narrow crown. 190 River she-oak 6 No 2 Low 0,6,8,5 Codominant trunks arise from 8’; branch is horizontal turning at 6”; high narrow crown. 191 River she-oak 10 No 2 Low 5,5,9,6 Single upright trunk; high narrow crown. 192 River she-oak 12 No 3 Low 0,8,12,7 Single upright trunk; high narrow crown. 193 River she-oak 7 No 2 Low 5,5,5,5 No tag; single upright trunk; topped; yellow jacket nest at base; high narrow crown. 194 River she-oak 8 No 2 Low 0,6,8,3 Single upright trunk; high narrow crown. 195 River she-oak 7 No 2 Low 0,7,7,0 Single upright trunk; topped; yellow jacket nest at base; high narrow crown. 196 Blue gum 30 No; invasive, Cal-IPC 2 Low 20,20,30,20 Off-site tagged on fence; can’t see trunk; extends over property by 9’; dieback; pruned away from property. 197 River red gum 26 No; invasive, Cal-IPC 3 Moderate 12,15,20,20 Wide codominant attachment @ 12’;some included bark; good growth. 198 River red gum 39 No; invasive, Cal-IPC 3 Low 16,10,20,20 Wide multiple trunks arise from 20’; branches over property topped. 199 River red gum 30 No; invasive, Cal-IPC 3 Moderate 16,18,20,16 Wide multiple trunks arise from 15&17’; sap sucker evidence; branches over property topped. 200 River she-oak 15 Yes 4 High 10,10,10,10 Single upright trunk; good form; good growth. 201 River she-oak 23 Yes 4 High 17,17,17,17 Codominant upright trunks; good form; good growth. 202 River she-oak 12 No 4 Moderate 6,6,8,8 Codominant upright trunks arise from 12&14’; branches topped; good growth. 203 Water gum 15 Yes 4 Moderate 8,5,12,19 Heavily suppressed by building; good health; codominant trunks. Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 81  Packet Pg. 523 of 1140  Tree No. Species Trunk Diameter (in.) Protected Tree? Condition 1=poor 5=excellent Suitability for Preservation Canopy Spread (N,E,S,W) (ft.) Comments Tree Assessment 2100 -2400 Geng Road Palo Alto, CA November 2024 204 Water gum 15 Yes 3 Moderate 14,0,15,16 Heavily suppressed by building; good health; thin. 205 Water gum 10 No 3 Moderate 10,0,10,8 Heavily suppressed by building; good health; thin; multiple trunks arise from 8’. 206 Water gum 10 No 3 Moderate 14,0,12,10 Heavily suppressed by building; good health; thin; codominant and multiple trunks. 207 Water gum 9 No 3 Moderate 12,0,10,8 Heavily suppressed by building; good health; thin; codominant trunks. 208 River red gum 40 No; invasive, Cal-IPC 4 Moderate 24,24,26,24 Wide multiple trunks arise from 12&15’; good growth and condition. 209 Blackwood acacia 32 No; invasive, Cal-IPC 3 Moderate 20,22,18,20 Wide multiple trunks arise from 8’; thin; in small planter. 210 River red gum 22 No; invasive, Cal-IPC 3 Moderate 13,14,15,18 Narrow codominant trunks arise from 10’; sap sucker evidence in upper crown decay on southern branch. 211 River red gum 38 No; invasive, Cal-IPC 3 Low 12,15,20,15 Trunk bow over neighbor property; topped in places; thin. 212 River red gum 32 No; invasive, Cal-IPC 2 Low 26,26,26,26 Narrow codominant trunks arise from 20’; thin; a lot of dead and dying branches. 213 River red gum 26 No; invasive, Cal-IPC 2 Low 26,24,26,28 Wide multiple trunks arise from 12’; thin; only growth is epicormic. 214 Glossy privet 8,6,4 No; invasive, Cal-IPC 1 Low 8,4,5,6 Growing in fence; multiple trunks arise from base; thin; ivy. 215 Coast live oak 18 Yes 3 Low 23,22,20,22 Growing at property fence line; suppressed; high crown. 216 River red gum 43 No; invasive, Cal-IPC 4 High 40,35,35,35 Codominant trunks arise from high in crown; good form and growth; oak under crown. 217 Southern magnolia 19 Yes 4 Moderate 24,22,24,24 Multiple trunks arise from 4’; good form and growth; round crown. 218 Southern magnolia 12 No 4 Moderate 17,17,16,18 Multiple trunks arise from 4’; good form and growth; round crown. 219 Coast live oak 16 Yes 5 High 10,21,8,10 Off-site tagged on fence; extends over the property by 15’. 220 Coast live oak 11 Yes 4 Moderate 8,17,15,10 Off-site tagged on fence; extends over the property by 8’. 221 Coast live oak 15 Yes 4 Moderate 6,11,15,15 Off-site tagged on fence; extends over the property by 4’. 222 Ginkgo 15 Yes 3 Moderate 18,12,18,18 Straight upright crown; one-sided east. Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 82  Packet Pg. 524 of 1140  Tree No. Species Trunk Diameter (in.) Protected Tree? Condition 1=poor 5=excellent Suitability for Preservation Canopy Spread (N,E,S,W) (ft.) Comments Tree Assessment 2100 -2400 Geng Road Palo Alto, CA November 2024 223 Silk oak 32 Yes 3 Moderate 18,18,20,18 Multiple trunks arise from 5’; high crown. 224 River she-oak 15 Yes 3 Moderate 15,15,15,15 Straight upright trunk; leans slightly east; minimal lateral branching. 225 River she-oak 6 No 3 Low 12,12,5,12 Codominant trunks arise from 14’; leans slightly east; minimal lateral branching. 226 River she-oak 12 No 2 Low 4,4,4,4 Single topped trunk; no branches. 227 Coast live oak 7 No 3 Low 6,0,4,5 Off-site tagged on fence; trunk embedded in property line fence; doesn’t extend over property. 228 Coast live oak 15 Yes 3 Low 4,4,15,7 Off-site tagged on fence; bows south; doesn’t extend over property. 229 Glossy privet 7,6,5,4,4, 4,4 No; invasive, Cal-IPC 1 Low 8,8,8,8 Off-site; growing in fence; multiple trunks arise from base; thin; ivy. 230 Silk oak 15 Yes 3 Moderate 8,8,8,8 Single upright trunk; narrow high crown. 231 Silk oak 12 No 3 Low 6,6,6,6 Crook in single upright trunk at 2’; narrow high crown. 232 Glossy privet 6 No; invasive, Cal-IPC 3 Low 10,10,0,0 Sucker growth throughout crown; suppressed. 233 Silk oak 7 No 3 Low 6,6,6,6 High narrow crown. 234 Blackwood acacia 17 No; invasive, Cal-IPC 2 Low 17,13,0,0 Leans heavily north; growth only at top. 235 Silk oak 13 No 3 Low 10,10,10,10 High narrow crown; suppressed. 236 River she-oak 21 Yes 3 Low 18,22,25,20 Codominant trunks arise from high in crown; leans slightly south; suppressing other trees. 237 River she-oak 17 Yes 3 Low 5,5,12,10 Codominant trunks arise from high in crown; trunk engulfed in ivy; somewhat suppressed. 238 River she-oak 14 No 3 Low 5,5,10,8 Codominant trunks arise from high in crown; in row of other trees; somewhat suppressed. 239 River she-oak 13 No 3 Low 6,4,8,5 Straight upright trunk; in row of other trees; somewhat suppressed. 240 River she-oak 10 No 3 Low 6,5,8,8 Straight upright trunk; in row of other trees; topped; somewhat suppressed. 241 River she-oak 19 Yes 3 Low 10,8,15,10 Straight upright trunk; in row of other trees; somewhat suppressed. Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 83  Packet Pg. 525 of 1140  Tree No. Species Trunk Diameter (in.) Protected Tree? Condition 1=poor 5=excellent Suitability for Preservation Canopy Spread (N,E,S,W) (ft.) Comments Tree Assessment 2100 -2400 Geng Road Palo Alto, CA November 2024 242 Coast live oak 7 No 3 Low 12,7,12,8 Codominant trunks arise from base; suppressed north. 243 Coast live oak 19 Yes 3 Moderate 15,10,18,15 Upright trunk; healthy but suppressed. 244 River she-oak 19 Yes 3 Low 0,0,18,0 Leaning heavily west; animal borrowing at base; heavily one sided south. 245 River she-oak 24 Yes 3 Low 18,18,18,18 Straight upright trunk; in row of other trees; somewhat suppressed. 246 Glossy privet 9,8,7 No; invasive, Cal-IPC 2 Low 11,11,11,11 Multiple trunks; twig and branch dieback. 247 Glossy privet 6,5,4 No; invasive, Cal-IPC 2 Low 8,8,8,8 Multiple trunks; twig and branch dieback; suppressed. 248 River she-oak 25 Yes 3 Low 15,0,10,15 Straight upright trunk; suppressed north. 249 River she-oak 22 Yes 3 Low 14,14,16,14 Straight upright trunk; high narrow crown. 250 River she-oak 18 Yes 2 Low 0,15,15,10 Straight upright trunk; high narrow crown; upper crown complete enfolded in other trees. 251 Glossy privet 8,8 No; invasive, Cal-IPC 3 Low 19,19,0,10 Codominant trunks; heavily suppressed north. 252 Canary Island date palm 34 No; invasive, Cal-IPC 4 High 14,14,14,14 18’ wood feet typical form. 253 Blue gum 13 Yes; on City property 2 Low 5,8,5,4 Off-site; tag on fence; branches S 5’ over fence; very narrow codominant at 5’; narrow crown; poor structure. 254 Blue gum 18 Yes; on City property 2 Low 15,10,4,10 Off-site; heading cuts at property fence; repeatedly topped. 255 Blue gum 25 Yes; on City property 3 Low 30,35,10,10 Off-site; tag on fence; multiple attachments at 15 feet; one-sided N; branch tips over fence by 5’ to S. 256 Blue gum 20 Yes; on City property 3 Low 15,15,4,6 Off-side; tag on fence; one-sided N; narrow intermediate tree. 257 Blue gum 14 Yes; on City property 3 Low 15,10,3,5 Off-side; tag on fence; one-sided N; narrow suppressed tree. 258 Blue gum 8,6,6,6,5, 5 Yes; on City property 2 Low 6,5,6,7 Off-side; tag on fence; small stems from narrow attachment at base. 259 Blue gum 10 Yes; on City property 2 Low 6,3,3,3 Off-side; tag on fence; suppressed and leans E. Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 84  Packet Pg. 526 of 1140  Tree No. Species Trunk Diameter (in.) Protected Tree? Condition 1=poor 5=excellent Suitability for Preservation Canopy Spread (N,E,S,W) (ft.) Comments Tree Assessment 2100 -2400 Geng Road Palo Alto, CA November 2024 260 Blue gum 12 Yes; on City property 2 Low 6,3,3,3 Off-side; tag on fence; suppressed and leans N away from fence. 261 Blue gum 22 Yes; on City property 2 Low 20,20,5,5 Off-side; tag on fence; suppressed and leans N away from fence to baseball field; N most in group. 262 Blue gum 16 Yes; on City property 2 Low 6,30,5,0 Off-side; tag on fence; suppressed and heavy Bow E away from fence to baseball field; middle of group. 263 Blue gum 12 Yes; on City property 2 Low 15,5,5,0 Off-side; tag on fence; suppressed and heavy Bow N away from fence to baseball field. 264 Blue gum 12 Yes; on City property 2 Low 10,5,3,5 Off-side; tag on fence; suppressed and heavy Bow N away from fence to baseball field; mechanical damage at base S. 265 Blue gum 26,10 Yes; on City property 2 Low 35,15,10,10 Off-side; tag on fence; narrow intermediate tree. 266 Blue gum 10,8,6,6,5 Yes; on City property 2 Low 10,10,6,10 Off-side; tag on fence; stump resprout; suppressed. 267 Blue gum 35,4,4,4 Yes; on City property 2 Low 30,30,10,15 Off-side; tag on fence; set back from fence; branch tips reach fence to S. 268 Blue gum 20 Yes; on City property 2 Low 10,10,10,8 Off-side; tag on fence; set back from fence; ivy engulfed; suppressed. 269 Blue gum 30 Yes; on City property 3 Low 30,30,10,5 Off-side; tag on fence; set back from fence; ivy engulfed; sweep E. 270 Blue gum 25 Yes; on City property 3 Low 25,5,5,10 Off-side; tag on fence; set back from fence; ivy engulfed; suppressed. Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 85  Packet Pg. 527 of 1140  Tree Assessment Map 2100 –2400 Geng Road Palo Alto, CA Prepared for: Carlson, Barbee & Gibson San Ramon, CA Revised November 2024 No Scale Notes: Base map provided by: Dahlin Numbered tree locations are approximate. 2550 Ninth Street, Suite 112 Berkeley, CA 94710 Phone 925.484.0211 Fax 925.484.0596 1 2 3 7 4 5 6 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 61 60 59 58 57 56 62 63 64 65 66 67 68 69 70 71 72 73 74 75 81 80 79 78 77 76 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 117 118 119 120 121 122 123 124 125 127 126 128 129 130 131 132 133 134 135 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 152 153 154 155 156 157 158 159 160 161 162 163 164 165 166 175 174 173 170 172 171 167 168 169 200 201 202 189 187 176 177 178 179 185 186 180 181 182 184 183 188 190 191 192 193 194 195 196 197 198 199 203 204 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 223 224 225 226 227 228 229 230 231 232 233 234 235 236 237 244 245 238 239 246 247 248 249 250 251 252 253 254 255 256 257 260 261 265 264 263 264 266 267 270 269 268 262 259 258 Exhibit A Item 12Attachment C - Draft ParklandImprovement Ordinance       Item 12: Staff Report Pg. 86  Packet Pg. 528 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) 1 River she-oak 18 Yes Remove Within development footprint 6,750.00$ 24 Three 24-inch box Two 36-inch box 2 River she-oak 19 Yes Remove Within development footprint 7,500.00$ 23 Three 24-inch box Two 36-inch box 3 Western redbud 7 No Remove Within development footprint 2,000.00$ 12 Three 24-inch box Two 36-inch box 4 Crabapple 5 No Remove Within development footprint 750.00$ 11 Three 24-inch box Two 36-inch box 5 Crabapple 8 No Remove Within development footprint 1,650.00$ 13 Three 24-inch box Two 36-inch box 6 Crabapple 8 No Remove Within development footprint 1,650.00$ 15 Three 24-inch box Two 36-inch box 7 River she-oak 24 Yes; street tree Remove Frontage being demolished and 6,850.00$ 34 Four 24-inch box Two 48-inch box 8 Crabapple 7 No Remove Within development footprint 1,300.00$ 12 Three 24-inch box Two 36-inch box 9 Crabapple 8 No Remove Within development footprint 1,650.00$ 19 Three 24-inch box Two 36-inch box 10 Crabapple 7 No Remove Within development footprint 1,300.00$ 12 Three 24-inch box Two 36-inch box 11 Crabapple 7 No Remove Within development footprint 1,300.00$ 14 Three 24-inch box Two 36-inch box 12 Crabapple 7 No Remove Within development footprint 1,300.00$ 12 Three 24-inch box Two 36-inch box 13 Crabapple 10 No Remove Within development footprint 3,350.00$ 21 Three 24-inch box Two 36-inch box 14 River she-oak 11 No Remove Within development footprint 1,950.00$ 23 Three 24-inch box Two 36-inch box 15 River she-oak 18 Yes Remove Within development footprint 4,900.00$ 24 Three 24-inch box Two 36-inch box 16 River she-oak 18 Yes Remove Within development footprint 4,900.00$ 20 Three 24-inch box Two 36-inch box 17 River she-oak 19 Yes Remove Within development footprint 7,500.00$ 35 Four 24-inch box Two 48-inch box 18 Blackwood acacia 25 No; invasive Remove Within development footprint 12,850.00$ 44 Six 24-inch box Two 48-inch box & two 36-inch box Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 87  Packet Pg. 529 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 19 Blackwood acacia 20 No; invasive Remove Within development footprint 5,150.00$ 21 Three 24-inch box Two 36-inch box 20 River she-oak 18 Yes; street tree Remove Frontage being demolished and 2,900.00$ 29 Four 24-inch box Two 48-inch box 21 Blackwood acacia 18 No; invasive Remove Within development footprint 6,750.00$ 30 Four 24-inch box Two 48-inch box 22 Canary Island date palm 40 Yes; City property Remove Off-site; edge of development, s 3,704.00$ 20 Three 24-inch box Two 36-inch box 23 Blue gum 42 Yes; City property Remove Off-site; edge of development, s 4,300.00$ 58 Two 24-inch box & two 36-inch box + two 48-inch box Replace the tree with a combination of both tree canopy and tree value standards 24 Blue gum 26 No; invasive Remove Within development footprint 4,650.00$ 29 Four 24-inch box Two 48-inch box 25 Blackwood acacia 12 Yes; City property Remove Off-site; edge of development, s 1,050.00$ 16 Three 24-inch box Two 36-inch box 26 Water gum 8 No Remove Within development footprint 1,400.00$ 14 Three 24-inch box Two 36-inch box 27 Water gum 7 No Remove Within development footprint 1,300.00$ 16 Three 24-inch box Two 36-inch box 28 Water gum 8 No Remove Within development footprint 2,200.00$ 16 Three 24-inch box Two 36-inch box 29 Water gum 9 No Remove Within development footprint 2,750.00$ 18 Three 24-inch box Two 36-inch box 30 Water gum 9 No Remove Within development footprint 2,750.00$ 22 Three 24-inch box Two 36-inch box 31 Water gum 9 No Remove Within development footprint 2,750.00$ 20 Three 24-inch box Two 36-inch box 32 Blackwood acacia 12 No; invasive Remove Within development footprint 1,850.00$ 18 Three 24-inch box Two 36-inch box 33 Blackwood acacia 18 No; invasive Remove Within development footprint 3,550.00$ 28 Four 24-inch box Two 48-inch box 34 Japanese maple 7,6 Yes Remove Within development footprint 1,450.00$ 19 Three 24-inch box Two 36-inch box 35 Coast redwood 18 Yes Remove Within development footprint 1,800.00$ 24 Three 24-inch box Two 36-inch box 36 Coast redwood 20 Yes Remove Within development footprint 2,200.00$ 20 Three 24-inch box Two 36-inch box Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 88  Packet Pg. 530 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 37 Coast redwood 19 Yes Remove Within development footprint 2,000.00$ 20 Three 24-inch box Two 36-inch box 38 River red gum 32 No; invasive Remove Within development footprint 6,550.00$ 33 Four 24-inch box Two 48-inch box 39 River red gum 31 No; invasive Remove Within development footprint 8,550.00$ 44 Six 24-inch box Two 48-inch box & two 36-inch box 40 River red gum 20 No; invasive Remove Within development footprint 3,650.00$ 18 Three 24-inch box Two 36-inch box 41 River red gum 23 No; invasive Remove Within development footprint 4,800.00$ 28 Four 24-inch box Two 48-inch box 42 Holly oak 7 No Preserve Off-site; severe impacts 900.00$ 14 Three 24-inch box Two 36-inch box 43 Holly oak 6 No Preserve Off-site; severe impacts 700.00$ 11 Three 24-inch box Two 36-inch box 44 Yellow willow 20,12 No; high water use Preserve Off-site; severe impacts 3,800.00$ 28 Four 24-inch box Two 48-inch box 45 River red gum 35 No; invasive Remove Within development footprint 10,850.00$ 45 Six 24-inch box Two 48-inch box & two 36-inch box 46 River red gum 32 No; invasive Remove Within development footprint 9,100.00$ 36 Four 24-inch box Two 48-inch box 47 River red gum 12 No; invasive Remove Within development footprint 1,450.00$ 20 Three 24-inch box Two 36-inch box 48 River she-oak 24 Yes Preserve Off-site; severe impacts 2,600.00$ 27 Three 24-inch box Two 36-inch box 49 Coast live oak 13 Yes Preserve Off-site; severe impacts 900.00$ 19 Three 24-inch box Two 36-inch box 50 Black alder 7 No; high water use Remove Within development footprint 700.00$ 18 Three 24-inch box Two 36-inch box 51 Evergreen ash 11,10 No; messy fruit Remove Within development footprint 2,050.00$ 26 Three 24-inch box Two 36-inch box 52 Raywood ash 16 Yes Remove Within development footprint 3,800.00$ 32 Four 24-inch box Two 48-inch box 53 Raywood ash 11 No Remove Within development footprint 1,900.00$ 24 Three 24-inch box Two 36-inch box 54 Raywood ash 13 No Remove Within development footprint 2,550.00$ 22 Three 24-inch box Two 36-inch box 55 Raywood ash 18 Yes Remove Within development footprint 2,900.00$ 30 Four 24-inch box Two 48-inch box 56 Raywood ash 14 No Remove Within development footprint 1,850.00$ 20 Three 24-inch box Two 36-inch box 57 Raywood ash 18 Yes Remove Within development footprint 2,900.00$ 30 Four 24-inch box Two 48-inch box 58 Raywood ash 16 Yes Remove Within development footprint 2,900.00$ 30 Four 24-inch box Two 48-inch box Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 89  Packet Pg. 531 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 59 Raywood ash 16 Yes Remove Within development footprint 2,900.00$ 30 Four 24-inch box Two 48-inch box 60 Raywood ash 14 No Remove Within development footprint 2,250.00$ 31 Four 24-inch box Two 48-inch box 61 Raywood ash 14 No Remove Within development footprint 2,250.00$ 24 Three 24-inch box Two 36-inch box 62 Sweetgum 14 No Remove Within development footprint 2,250.00$ 20 Three 24-inch box Two 36-inch box 63 Sweetgum 16 Yes Remove Within development footprint 6,500.00$ 35 Four 24-inch box Two 48-inch box 64 Sweetgum 14 No Remove Within development footprint 2,250.00$ 18 Three 24-inch box Two 36-inch box 65 Coast redwood 30 Yes Remove Within development footprint 4,650.00$ 40 Four 24-inch box Two 48-inch box 66 Coast redwood 29 Yes Remove Within development footprint 4,350.00$ 26 Three 24-inch box Two 36-inch box 67 Coast redwood 31 Yes Remove Within development footprint 4,950.00$ 34 Four 24-inch box Two 48-inch box 68 Cherry 7 No Remove Within development footprint 1,250.00$ 10 Three 24-inch box Two 36-inch box 69 Sweetgum 12 No Remove Within development footprint 1,700.00$ 26 Three 24-inch box Two 36-inch box 70 Sweetgum 11 No Remove Within development footprint 1,900.00$ 20 Three 24-inch box Two 36-inch box 71 Sweetgum 13 No Remove Within development footprint 3,750.00$ 23 Three 24-inch box Two 36-inch box 72 Sweetgum 13 No Remove Within development footprint 3,750.00$ 22 Three 24-inch box Two 36-inch box 73 Sweetgum 12 No Remove Within development footprint 1,700.00$ 26 Three 24-inch box Two 36-inch box 74 Cherry 10 No Remove Within development footprint 2,300.00$ 14 Three 24-inch box Two 36-inch box 75 Coast redwood 26 Yes Remove Within development footprint 5,800.00$ 28 Four 24-inch box Two 48-inch box 76 Coast redwood 19 Yes Remove Within development footprint 3,200.00$ 24 Three 24-inch box Two 36-inch box 77 Coast redwood 17 No Remove Within development footprint 2,600.00$ 22 Three 24-inch box Two 36-inch box 78 Coast redwood 17 No Remove Within development footprint 2,600.00$ 26 Three 24-inch box Two 36-inch box 79 Coast redwood 32 Yes Remove Within development footprint 12,050.00$ 30 Four 24-inch box Two 48-inch box 80 Coast redwood 28 Yes Remove Within development footprint 6,700.00$ 26 Three 24-inch box Two 36-inch box 81 Sweetgum 10 No Remove Within development footprint 850.00$ 17 Three 24-inch box Two 36-inch box Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 90  Packet Pg. 532 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 82 Coast redwood 25 Yes Remove Within development footprint 5,350.00$ 24 Three 24-inch box Two 36-inch box 83 Coast redwood 21 Yes Remove Within development footprint 3,850.00$ 16 Three 24-inch box Two 36-inch box 84 Coast redwood 26 Yes Remove Within development footprint 5,800.00$ 26 Three 24-inch box Two 36-inch box 85 Coast redwood 28 Yes Remove Within development footprint 4,100.00$ 28 Four 24-inch box Two 48-inch box 86 Coast redwood 27 Yes Remove Within development footprint 3,800.00$ 26 Three 24-inch box Two 36-inch box 87 European white birch 7 No; high water use Remove Within development footprint 500.00$ 12 Three 24-inch box Two 36-inch box 88 Coast redwood 32 Yes Remove Within development footprint 12,050.00$ 32 Four 24-inch box Two 48-inch box 89 Coast redwood 25 Yes Remove Within development footprint 3,300.00$ 26 Three 24-inch box Two 36-inch box 90 Coast redwood 28 Yes Remove Within development footprint 4,100.00$ 28 Four 24-inch box Two 48-inch box 91 Coast redwood 26 Yes Remove Within development footprint 3,550.00$ 24 Three 24-inch box Two 36-inch box 92 Coast redwood 25 Yes Remove Within development footprint 3,300.00$ 24 Three 24-inch box Two 36-inch box 93 Coast redwood 26 Yes Remove Within development footprint 3,550.00$ 30 Four 24-inch box Two 48-inch box 94 Coast redwood 31 Yes Remove Within development footprint 4,950.00$ 30 Four 24-inch box Two 48-inch box 95 Mayten 11 No Remove Within development footprint 2,450.00$ 24 Three 24-inch box Two 36-inch box 96 Water gum 11 No Remove Within development footprint 1,100.00$ 19 Three 24-inch box Two 36-inch box 97 Water gum 11 No Remove Within development footprint 1,100.00$ 15 Three 24-inch box Two 36-inch box 98 Water gum 9 No Remove Within development footprint 800.00$ 14 Three 24-inch box Two 36-inch box 99 Water gum 10 No Remove Within development footprint 950.00$ 9 Two 24-inch box One 36-inch box 100 Raywood ash 18 Yes Remove Within development footprint 2,900.00$ 17 Three 24-inch box Two 36-inch box 101 Water gum 11 No Remove Within development footprint 1,100.00$ 20 Three 24-inch box Two 36-inch box 102 Water gum 11 No Remove Within development footprint 1,100.00$ 22 Three 24-inch box Two 36-inch box 103 Water gum 11 No Remove Within development footprint 1,100.00$ 22 Three 24-inch box Two 36-inch box Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 91  Packet Pg. 533 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 104 Water gum 10 No Remove Within development footprint 950.00$ 16 Three 24-inch box Two 36-inch box 105 Water gum 9 No Remove Within development footprint 800.00$ 18 Three 24-inch box Two 36-inch box 106 Raywood ash 23 Yes Remove Within development footprint 4,650.00$ 34 Four 24-inch box Two 48-inch box 107 Sweetgum 12 No Remove Within development footprint 1,700.00$ 24 Three 24-inch box Two 36-inch box 108 Sweetgum 11 No Remove Within development footprint 1,900.00$ 22 Three 24-inch box Two 36-inch box 109 Sweetgum 13 No Remove Within development footprint 2,000.00$ 18 Three 24-inch box Two 36-inch box 110 Sweetgum 16 Yes Remove Within development footprint 2,900.00$ 18 Three 24-inch box Two 36-inch box 111 Coast redwood 34 Yes Remove Within development footprint 8,250.00$ 34 Four 24-inch box Two 48-inch box 112 Coast redwood 35 Yes Remove Within development footprint 8,700.00$ 36 Four 24-inch box Two 48-inch box 113 Sweetgum 14 No Remove Within development footprint 2,950.00$ 14 Three 24-inch box Two 36-inch box 114 Sweetgum 12 No Remove Within development footprint 2,200.00$ 20 Three 24-inch box Two 36-inch box 115 Sweetgum 11 No Remove Within development footprint 1,900.00$ 21 Three 24-inch box Two 36-inch box 116 Coast redwood 29 Yes Remove Within development footprint 6,050.00$ 30 Four 24-inch box Two 48-inch box 117 Coast redwood 26 Yes Remove Within development footprint 4,900.00$ 24 Three 24-inch box Two 36-inch box 118 Coast redwood 30 Yes Remove Within development footprint 6,450.00$ 28 Four 24-inch box Two 48-inch box 119 Coast redwood 31 Yes Remove Within development footprint 6,850.00$ 28 Four 24-inch box Two 48-inch box 120 Coast redwood 25 Yes Remove Within development footprint 7,450.00$ 30 Four 24-inch box Two 48-inch box 121 Coast redwood 27 Yes Remove Within development footprint 8,650.00$ 32 Four 24-inch box Two 48-inch box 122 Coast redwood 35 Yes Remove Within development footprint 14,400.00$ 36 Four 24-inch box Two 48-inch box 123 Raywood ash 21 Yes Remove Within development footprint 3,900.00$ 26 Three 24-inch box Two 36-inch box 124 Chinese flame tree 11 No Remove Within development footprint 2,650.00$ 31 Four 24-inch box Two 48-inch box 125 River she-oak 18 Yes Remove Within development footprint 3,550.00$ 22 Three 24-inch box Two 36-inch box 126 Blackwood acacia 15 No; invasive Remove Within development footprint 3,450.00$ 30 Four 24-inch box Two 48-inch box 127 River she-oak 19 Yes Remove Within development footprint 3,950.00$ 18 Three 24-inch box Two 36-inch box Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 92  Packet Pg. 534 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 128 River she-oak 14 No Remove Within development footprint 2,250.00$ 21 Three 24-inch box Two 36-inch box 129 River she-oak 16 Yes Remove Within development footprint 2,850.00$ 18 Three 24-inch box Two 36-inch box 130 Blackwood acacia 26 No; invasive Remove Within development footprint 6,050.00$ 34 Four 24-inch box Two 48-inch box 131 Sweetgum 19 Yes Remove Within development footprint 5,500.00$ 32 Four 24-inch box Two 48-inch box 132 Sweetgum 19 Yes Remove Within development footprint 4,000.00$ 30 Four 24-inch box Two 48-inch box 133 Sweetgum 12 No Remove Within development footprint 1,700.00$ 19 Three 24-inch box Two 36-inch box 134 Sweetgum 15 Yes Remove Within development footprint 2,550.00$ 25 Three 24-inch box Two 36-inch box 135 Sweetgum 17 Yes Remove Within development footprint 3,250.00$ 21 Three 24-inch box Two 36-inch box 136 Sweetgum 10 No Remove Within development footprint 1,250.00$ 23 Three 24-inch box Two 36-inch box 137 Sweetgum 12 No Remove Within development footprint 1,700.00$ 26 Three 24-inch box Two 36-inch box 138 Water gum 12 No Remove Within development footprint 1,300.00$ 21 Three 24-inch box Two 36-inch box 139 Water gum 12 No Remove Within development footprint 1,300.00$ 20 Three 24-inch box Two 36-inch box 140 Water gum 12 No Remove Within development footprint 1,300.00$ 14 Three 24-inch box Two 36-inch box 141 Water gum 13 No Remove Within development footprint 1,450.00$ 18 Three 24-inch box Two 36-inch box 142 Water gum 12 No Remove Within development footprint 1,300.00$ 16 Three 24-inch box Two 36-inch box 143 African fern-pine 16 Yes Remove Within development footprint 2,900.00$ 24 Three 24-inch box Two 36-inch box 144 African fern-pine 13 No Remove Within development footprint 3,150.00$ 20 Three 24-inch box Two 36-inch box 145 European white birch 8 No; high water use Remove Within development footprint 600.00$ 10 Three 24-inch box Two 36-inch box 146 European white birch 10 No; high water use Remove Within development footprint 800.00$ 16 Three 24-inch box Two 36-inch box 147 Japanese maple 6 No Remove Within development footprint 350.00$ 16 Three 24-inch box Two 36-inch box Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 93  Packet Pg. 535 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 148 Japanese maple 7 No Remove Within development footprint 350.00$ 10 Three 24-inch box Two 36-inch box 149 Blackwood acacia 29 No; invasive Remove Within development footprint 10,650.00$ 36 Four 24-inch box Two 48-inch box 150 River she-oak 22 Yes Remove Within development footprint 6,200.00$ 18 Three 24-inch box Two 36-inch box 151 River she-oak 25 Yes Remove Within development footprint 7,950.00$ 21 Three 24-inch box Two 36-inch box 152 River she-oak 20 Yes Remove Within development footprint 5,150.00$ 17 Three 24-inch box Two 36-inch box 153 European white birch 7 No; high water use Remove Within development footprint 500.00$ 10 Three 24-inch box Two 36-inch box 154 Japanese maple 6,4 Yes Remove Within development footprint 400.00$ 11 Three 24-inch box Two 36-inch box 155 European white birch 6 No; high water use Remove Within development footprint 400.00$ 8 Two 24-inch box One 36-inch box 156 European white birch 10 No; high water use Remove Within development footprint 800.00$ 11 Three 24-inch box Two 36-inch box 157 River she-oak 19 Yes Remove Within development footprint 4,700.00$ 16 Three 24-inch box Two 36-inch box 158 River she-oak 16 Yes Remove Within development footprint 3,350.00$ 16 Three 24-inch box Two 36-inch box 159 River she-oak 15 Yes Remove Within development footprint 3,000.00$ 19 Three 24-inch box Two 36-inch box 160 Blackwood acacia 9 No; invasive Remove Within development footprint 500.00$ 13 Three 24-inch box Two 36-inch box 161 Blue gum 25 Yes; City property Remove Off-site; edge of development, s 1,450.00$ 40 Four 24-inch box Two 48-inch box 162 Blue gum 38 Yes; City property Remove Off-site; edge of development, s 3,050.00$ 45 Six 24-inch box Two 48-inch box & two 36-inch box 163 Blue gum 36 Yes; City property Remove Off-site; edge of development, s 2,750.00$ 38 Four 24-inch box Two 48-inch box 164 Blue gum 38 Yes; City property Remove Off-site; edge of development, s 3,050.00$ 18 Three 24-inch box Two 36-inch box 165 Blue gum 36 Yes; City property Remove Off-site; edge of development, s 4,500.00$ 55 Six 24-inch box Two 48-inch box & two 36-inch box Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 94  Packet Pg. 536 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 166 Blue gum 40 Yes; City property Remove Off-site; edge of development, s 5,500.00$ 75 Replace the tree with a combination of both tree canopy and tree value standards Replace the tree with a combination of both tree canopy and tree value standards 167 Blue gum 56 Yes; City property Remove Off-site; edge of development, s 10,550.00$ 45 Six 24-inch box Two 48-inch box & two 36-inch box 168 Blue gum 40 Yes; City property Remove Off-site; edge of development, s 5,500.00$ 43 Six 24-inch box Two 48-inch box & two 36-inch box 169 Blue gum 28,26 Yes; City property Remove Off-site; edge of development, s 5,050.00$ 38 Four 24-inch box Two 48-inch box 170 Blue gum 38 Yes; City property Remove Off-site; edge of development, s 5,000.00$ 50 Six 24-inch box Two 48-inch box & two 36-inch box 171 Blue gum 21 Yes; City property Remove Off-site; edge of development, s 1,100.00$ 16 Three 24-inch box Two 36-inch box 172 Blue gum 19 Yes; City property Remove Off-site; edge of development, s 900.00$ 23 Three 24-inch box Two 36-inch box 173 Blue gum 19 Yes; City property Remove Off-site; edge of development, s 900.00$ 35 Four 24-inch box Two 48-inch box 174 Blue gum 42 Yes; City property Remove Off-site; edge of development, s 3,700.00$ 58 Two 24-inch box & two 36-inch box + two 48-inch box Replace the tree with a combination of both tree canopy and tree value standards 175 Blue gum 53 Yes; City property Remove Off-site; edge of development, s 5,750.00$ 53 Six 24-inch box Two 48-inch box & two 36-inch box 176 Blue gum 48 Yes; City property Remove Off-site; edge of development, s 4,750.00$ 50 Six 24-inch box Two 48-inch box & two 36-inch box 177 Blue gum 42 Yes; City property Remove Off-site; edge of development, s 3,700.00$ 48 Six 24-inch box Two 48-inch box & two 36-inch box Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 95  Packet Pg. 537 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 178 Blue gum 25 Yes; City property Remove Off-site; edge of development, s 1,450.00$ 25 Three 24-inch box Two 36-inch box 179 Blue gum 36 Yes; City property Remove Off-site; edge of development, s 2,750.00$ 35 Four 24-inch box Two 48-inch box 180 Blue gum 17 Yes; City property Remove Off-site; edge of development, s 750.00$ 11 Three 24-inch box Two 36-inch box 181 Blue gum 46 Yes; City property Remove Off-site; edge of development, s 7,200.00$ 58 Two 24-inch box & two 36-inch box + two 48-inch box Replace the tree with a combination of both tree canopy and tree value standards 182 Blue gum 42 Yes; City property Remove Off-site; edge of development, s 6,050.00$ 40 Four 24-inch box Two 48-inch box 183 Blue gum 16,10,5 Yes; City property Remove Off-site; edge of development, s 900.00$ 28 Four 24-inch box Two 48-inch box 184 Blue gum 25 Yes; City property Remove Off-site; edge of development, s 1,450.00$ 33 Four 24-inch box Two 48-inch box 185 Blue gum 26 Yes; City property Remove Off-site; edge of development, s 1,550.00$ 38 Four 24-inch box Two 48-inch box 186 Blue gum 28 Yes; City property Remove Off-site; edge of development, s 1,750.00$ 25 Three 24-inch box Two 36-inch box 187 Blue gum 52 Yes; City property Remove Off-site; edge of development, s 9,150.00$ 70 Replace the tree with a combination of both tree canopy and tree value standards Replace the tree with a combination of both tree canopy and tree value standards 188 Blue gum 26 Yes; City property Remove Off-site; edge of development, s 1,550.00$ 13 Three 24-inch box Two 36-inch box 189 River she-oak 10 No Remove Within development footprint 1,450.00$ 12 Three 24-inch box Two 36-inch box 190 River she-oak 6 No Remove Within development footprint 450.00$ 10 Three 24-inch box Two 36-inch box 191 River she-oak 10 No Remove Within development footprint 950.00$ 13 Three 24-inch box Two 36-inch box 192 River she-oak 12 No Remove Within development footprint 2,000.00$ 14 Three 24-inch box Two 36-inch box Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 96  Packet Pg. 538 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 193 River she-oak 7 No Remove Within development footprint 550.00$ 10 Three 24-inch box Two 36-inch box 194 River she-oak 8 No Remove Within development footprint 700.00$ 9 Two 24-inch box One 36-inch box 195 River she-oak 7 No Remove Within development footprint 550.00$ 7 Two 24-inch box One 36-inch box 196 Blue gum 30 No; invasive Preserve Off-site; severe impacts 2,000.00$ 45 Six 24-inch box Two 48-inch box & two 36-inch box 197 River red gum 26 No; invasive Remove Within development footprint 7,200.00$ 34 Four 24-inch box Two 48-inch box 198 River red gum 39 No; invasive Remove Within development footprint 15,900.00$ 33 Four 24-inch box Two 48-inch box 199 River red gum 30 No; invasive Remove Within development footprint 9,500.00$ 35 Four 24-inch box Two 48-inch box 200 River she-oak 15 Yes Remove Within development footprint 4,100.00$ 20 Three 24-inch box Two 36-inch box 201 River she-oak 23 Yes Remove Within development footprint 9,400.00$ 34 Four 24-inch box Two 48-inch box 202 River she-oak 12 No Remove Within development footprint 2,700.00$ 14 Three 24-inch box Two 36-inch box 203 Water gum 15 Yes Remove Within development footprint 2,550.00$ 22 Three 24-inch box Two 36-inch box 204 Water gum 15 Yes Remove Within development footprint 1,900.00$ 23 Three 24-inch box Two 36-inch box 205 Water gum 10 No Remove Within development footprint 950.00$ 14 Three 24-inch box Two 36-inch box 206 Water gum 10 No Remove Within development footprint 950.00$ 18 Three 24-inch box Two 36-inch box 207 Water gum 9 No Remove Within development footprint 800.00$ 15 Three 24-inch box Two 36-inch box 208 River red gum 40 No; invasive Remove Within development footprint 23,350.00$ 49 Six 24-inch box Two 48-inch box & two 36-inch box 209 Blackwood acacia 32 No; invasive Remove Within development footprint 6,550.00$ 40 Four 24-inch box Two 48-inch box 210 River red gum 22 No; invasive Remove Within development footprint 5,200.00$ 30 Four 24-inch box Two 48-inch box 211 River red gum 38 No; invasive Remove Within development footprint 15,100.00$ 31 Four 24-inch box Two 48-inch box 212 River red gum 32 No; invasive Remove Within development footprint 6,550.00$ 52 Six 24-inch box Two 48-inch box & two 36-inch box 213 River red gum 26 No; invasive Remove Within development footprint 4,400.00$ 52 Six 24-inch box Two 48-inch box & two 36-inch box Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 97  Packet Pg. 539 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 214 Glossy privet 8,6,4 No; invasive Remove Within development footprint 300.00$ 12 Three 24-inch box Two 36-inch box 215 Coast live oak 18 Yes Remove Within development footprint 1,550.00$ 44 Six 24-inch box Two 48-inch box & two 36-inch box 216 River red gum 43 No; invasive Remove Within development footprint 26,950.00$ 73 Replace the tree with a combination of both tree canopy and tree value standards Replace the tree with a combination of both tree canopy and tree value standards 217 Southern magnolia 19 Yes Remove Within development footprint 6,450.00$ 47 Six 24-inch box Two 48-inch box & two 36-inch box 218 Southern magnolia 12 No Remove Within development footprint 1,850.00$ 34 Four 24-inch box Two 48-inch box 219 Coast live oak 16 Yes Preserve Off-site; severe impacts 3,050.00$ 25 Three 24-inch box Two 36-inch box 220 Coast live oak 11 Yes Preserve Off-site; severe impacts 1,250.00$ 25 Three 24-inch box Two 36-inch box 221 Coast live oak 15 Yes Preserve Off-site; severe impacts 2,150.00$ 24 Three 24-inch box Two 36-inch box 222 Ginkgo 15 Yes Remove Within development footprint 3,350.00$ 33 Four 24-inch box Two 48-inch box 223 Silk oak 32 Yes Remove Within development footprint 21,750.00$ 37 Four 24-inch box Two 48-inch box 224 River she-oak 15 Yes Remove Within development footprint 3,000.00$ 30 Four 24-inch box Two 48-inch box 225 River she-oak 6 No Remove Within development footprint 650.00$ 21 Three 24-inch box Two 36-inch box 226 River she-oak 12 No Remove Within development footprint 1,250.00$ 8 Two 24-inch box One 36-inch box 227 Coast live oak 7 No Preserve Off-site; severe impacts 500.00$ 8 Two 24-inch box One 36-inch box 228 Coast live oak 15 Yes Preserve Off-site; severe impacts 1,600.00$ 15 Three 24-inch box Two 36-inch box 229 Glossy privet 7,6,5,4,4,4,4 No; invasive Preserve Off-site; severe impacts 250.00$ 16 Three 24-inch box Two 36-inch box 230 Silk oak 15 Yes Remove Within development footprint 4,150.00$ 16 Three 24-inch box Two 36-inch box 231 Silk oak 12 No Remove Within development footprint 2,700.00$ 12 Three 24-inch box Two 36-inch box 232 Glossy privet 6 No; invasive Remove Within development footprint 400.00$ 10 Three 24-inch box Two 36-inch box Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 98  Packet Pg. 540 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 233 Silk oak 7 No Remove Within development footprint 700.00$ 12 Three 24-inch box Two 36-inch box 234 Blackwood acacia 17 No; invasive Remove Within development footprint 1,300.00$ 15 Three 24-inch box Two 36-inch box 235 Silk oak 13 No Remove Within development footprint 2,000.00$ 20 Three 24-inch box Two 36-inch box 236 River she-oak 21 Yes Remove Within development footprint 4,750.00$ 43 Six 24-inch box Two 48-inch box & two 36-inch box 237 River she-oak 17 Yes Remove Within development footprint 3,200.00$ 16 Three 24-inch box Two 36-inch box 238 River she-oak 14 No Remove Within development footprint 2,250.00$ 14 Three 24-inch box Two 36-inch box 239 River she-oak 13 No Remove Within development footprint 1,950.00$ 12 Three 24-inch box Two 36-inch box 240 River she-oak 10 No Remove Within development footprint 1,250.00$ 14 Three 24-inch box Two 36-inch box 241 River she-oak 19 Yes Remove Within development footprint 3,950.00$ 22 Three 24-inch box Two 36-inch box 242 Coast live oak 7 No Remove Within development footprint 700.00$ 20 Three 24-inch box Two 36-inch box 243 Coast live oak 19 Yes Remove Within development footprint 3,200.00$ 29 Four 24-inch box Two 48-inch box 244 River she-oak 19 Yes Remove Within development footprint 3,950.00$ 9 Two 24-inch box One 36-inch box 245 River she-oak 24 Yes Remove Within development footprint 6,150.00$ 36 Four 24-inch box Two 48-inch box 246 Glossy privet 9,8,7 No; invasive Remove Within development footprint 750.00$ 22 Three 24-inch box Two 36-inch box 247 Glossy privet 6,5,4 No; invasive Remove Within development footprint 450.00$ 16 Three 24-inch box Two 36-inch box 248 River she-oak 25 Yes Remove Within development footprint 6,650.00$ 20 Three 24-inch box Two 36-inch box 249 River she-oak 22 Yes Remove Within development footprint 5,200.00$ 29 Four 24-inch box Two 48-inch box 250 River she-oak 18 Yes Remove Within development footprint 600.00$ 20 Three 24-inch box Two 36-inch box 251 Glossy privet 8,8 No; invasive Remove Within development footprint 1,000.00$ 24 Three 24-inch box Two 36-inch box 252 Canary Island date palm 34 No; invasive Remove Within development footprint 8,334.00$ 28 Four 24-inch box Two 48-inch box 253 Blue gum 13 Yes; on City property Remove Off-site; edge of development, s 550.00$ 11 Three 24-inch box Two 36-inch box Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 99  Packet Pg. 541 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 254 Blue gum 18 Yes; on City property Remove Off-site; edge of development, s 850.00$ 20 Three 24-inch box Two 36-inch box 255 Blue gum 25 Yes; on City property Remove Off-site; edge of development, s 2,250.00$ 43 Six 24-inch box Two 48-inch box & two 36-inch box 256 Blue gum 20 Yes; on City property Remove Off-site; edge of development, s 1,500.00$ 20 Three 24-inch box Two 36-inch box 257 Blue gum 14 Yes; on City property Remove Off-site; edge of development, s 850.00$ 17 Three 24-inch box Two 36-inch box 258 Blue gum 8,6,6,6,5,5 Yes; on City property Remove Off-site; edge of development, s 400.00$ 12 Three 24-inch box Two 36-inch box 259 Blue gum 10 Yes; on City property Remove Off-site; edge of development, s 400.00$ 8 Two 24-inch box One 36-inch box 260 Blue gum 12 Yes; on City property Remove Off-site; edge of development, s 500.00$ 8 Two 24-inch box One 36-inch box 261 Blue gum 22 Yes; on City property Remove Off-site; edge of development, s 1,150.00$ 25 Three 24-inch box Two 36-inch box 262 Blue gum 16 Yes; on City property Remove Off-site; edge of development, s 700.00$ 21 Three 24-inch box Two 36-inch box 263 Blue gum 12 Yes; on City property Remove Off-site; edge of development, s 500.00$ 13 Three 24-inch box Two 36-inch box 264 Blue gum 12 Yes; on City property Remove Off-site; edge of development, s 500.00$ 12 Three 24-inch box Two 36-inch box 265 Blue gum 26,10 Yes; on City property Remove Off-site; edge of development, s 1,750.00$ 35 Four 24-inch box Two 48-inch box 266 Blue gum 10,8,6,6,5 Yes; on City property Remove Off-site; edge of development, s 550.00$ 18 Three 24-inch box Two 36-inch box 267 Blue gum 35,4,4,4 Yes; on City property Remove Off-site; edge of development, s 2,650.00$ 43 Six 24-inch box Two 48-inch box & two 36-inch box 268 Blue gum 20 Yes; on City property Remove Off-site; edge of development, s 1,000.00$ 19 Three 24-inch box Two 36-inch box 269 Blue gum 30 Yes; on City property Remove Off-site; edge of development, s 3,200.00$ 38 Four 24-inch box Two 48-inch box Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 100  Packet Pg. 542 of 1140  Tree No.Species Trunk Diameter (in.) Protected Tree Disposition Notes Estimated Value Canopy (Avg. Diameter, ft.) Replacement Trees (24-inch box) Alternative Trees (36-inch box) Preliminary Disposition and Estimate of Value 2100 - 2400 Geng Road Palo Alto, CA April 2025 270 Blue gum 25 Yes; on City property Remove Off-site; edge of development, s 2,250.00$ 23 Three 24-inch box Two 36-inch box Total 943,838$ Exhibit A Item 12Attachment C - DraftParkland ImprovementOrdinance       Item 12: Staff Report Pg. 101  Packet Pg. 543 of 1140  GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GA S GA S GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH WGA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S W/H TRASH GREEN RECYCLE W/H TR A S H GRE E N REC Y C L E W/H TRASH GR E E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYCLE W/H TRASH GREEN RECYCLE W/H TR A S H GRE E N RE C Y C L E W/H TRASH GR E E N REC Y C L E W/H TRASH GR E E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREENRECYCLE W/H TRASH GRE E N RE C Y C L E W/H TRA S H GR E E N REC Y C L E W/H TRASH GREEN RECYC L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYC L E W/H TRASH GREEN RECYCLE W/H TRA S H GRE E N REC Y C L E W/H TRASHGR E E N RE C Y C L E W/H TRASHGRE E N REC Y C L E W/H TR A S H GR E E N REC Y C L E W/H TRASH GREENRECYCLE W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYCL E W/H TRA S H GREEN RECYCL E W/H TRA S H GREEN RECYCL E W/H TRASH GREEN RECYCL E W/H TRASH GREEN RECYC L E W/H TRA S H GRE E N REC Y C L E W/H TRAS H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TR A S H GR E E N REC Y C L E W/H TRASH GREENRECYCLE W/H TR A S H GREEN RECYCLE W/H TR A S H GREEN RECYCLE W/H TRASH GREENRECYCLE W/H TRAS H GREEN RECYC L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREE N RECYC L E W/H TRASH GREEN RECYC L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYC L E W/H TRASH GREE N RECY C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYC L E W/H TRASH GREE N RECY C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYC L E W/H TRASH GREEN RECYC L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREE N RECYC L E W/H TRASH GREEN RECYC L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYC L E W/H TRAS H GREE N RECY C L E W/HTRA S H GRE E N REC Y C L E W/H TRAS H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREE N RECY C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRAS H GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRAS H GREE N RECYC L E W/HTRA S H GRE E N REC Y C L E W/H TRAS H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRAS H GREE N RECY C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRAS H GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E UP W/H UP W/H UP W/H UP W/H UP W/H UP W/H UP W/H UP W/H UP W/H UP W/H UP W/H 67 LYO FLO 24" BOX 5 CER FLO 24" BOX 5 ARB UNE 24" BOX 5 CAS CUN 24" BOX 6 HET ARB 24" BOX 35 GEI PAR 24" BOX 4 QUE LOB 24" BOX 3 PRU ILI 24" BOX 3 PRU ILI 24" BOX 4 ARB MEN 24" BOX 8 GIN BIL 24" BOX 5 GAR ELL 24" BOX 6 GAR ELL 24" BOX 9 ERI JAP 24" BOX 3 ARB MEN 24" BOX 4 GIN BIL 24" BOX 13 GIN BIL 24" BOX 22 ARB UNE 24" BOX 3 ARB UNE 24" BOX 11 TRI LAU 24" BOX 12 CER OCC 24" BOX 48 POD GRA 24" BOX 5 CER OCC 24" BOX 11 POD GRA 24" BOX 3 LAG NAT 24" BOX 27 CER OCC 24" BOX 11 LAG NAT 24" BOX 4 CER OCC 24" BOX 6 ACE CIR 24" BOX 6 ACE CIR 24" BOX 6 ARB UNE 24" BOX 15 CER OCC 24" BOX 1 QUE AGR 24" BOX 4 CER OCC 24" BOX 4 ERI JAP 24" BOX 36 POD GRA 24" BOX 14 ERI JAP 24" BOX 3 CIT MEY 24" BOX 11 CER OCC 24" BOX 4 CER OCC 24" BOX 3 CER OCC 24" BOX Treatment Type: Silva Cell. Treatment Area Name: UTS-1. See Civil Drawings. 6 ARB MEN 24" BOX 3 QUE AGR 24" BOX 2 QUE LOB 24" BOX 3 CER OCC 24" BOX 1 PRU ILI 24" BOX 15 GAR ELL 24" BOX 9 GAR ELL 24 " BOX 6 QUE AGR 24" BOX 10 GIN BIL 24" BOX 8 GAR ELL 24" BOX 6 CER OCC 24" BOX 4 GAR ELL 24" BOX 1 QUE AGR 24" BOX 3 PRU ILI 24" BOX 1 QUE AGR 24" BOX 3 QUE LOB 24" BOX 18 PLA RAC 24" BOX 20 LOP CON 24" BOX 7 GAR ELL 24" BOX 5 ARB UNE 24" BOX 10 GIN BIL 24" BOX 3 ERI JAP 24" BOX 1 QUE LOB 24" BOX 8 PRU ILI 24" BOX 4 PRU ILI 24" BOX 6 ARB UNE 24" BOX 5 PRU ILI 24" BOX 3 TRI LAU 24" BOX Treatment Type: Bioretention. Treatment Area Name: BR 3. See Civil Drawings. Treatment Type: Bioretention. Treatment Area Name: BR 2. See Civil Drawings. Treatment Type: Bioretention. Treatment Area Name: BR 4. See Civil Drawings. Existing Trees to Remain, Typ. Existing Trees to Remain, Typ. Existing Trees to Remain, Typ. Existing Trees to Remain, Typ 3 AES CAL 24 " BOX 2 GAR ELL 24" BOX 3 CER OCC 24" BOX 8 QUE AGR 24" BOX 3 PRU ILI 24" BOX 1 QUE AGR 24" BOX 0' SCALE: 1" = 50'-0" 25' 50'100' THE INC. Guzzardo Partnership, Landscape Architects Land Planners Pier 9, The Embarcadero, Suite 115 San Francisco, CA 94111 www.tgp-inc.com11-24-2025 PLANTING PLAN L 2.1 Exhibit A Item 12Attachment C - Draft Parkland Improvement Ordinance       Item 12: Staff Report Pg. 102  Packet Pg. 544 of 1140  GA S GA S GA S GA S GA S GA S GA S GA S GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GA S GA S GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS GAS OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH W OH WGA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S GA S W/H TRASH GREEN RECYCLE W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREENRECYCLE W/H TRASH GREEN RECYCLE W/H TR A S H GR E E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GR E E N RE C Y C L E W/H TR A S H GRE E N REC Y C L E W/H TRASH GREENRECYCLE W/H TRASH GR E E N RE C Y C L E W/H TRA S H GR E E N REC Y C L E W/H TRASH GREEN RECYC L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRAS H GREEN RECYC L E W/H TRASH GREEN RECYCLE W/H TRA S H GRE E N REC Y C L E W/H TRASHGRE E N REC Y C L E W/H TRASHGR E E N REC Y C L E W/H TRA S H GR E E N REC Y C L E W/H TRASH GREENRECYCLE W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYCLE W/H TRA S H GREEN RECYCL E W/H TRA S H GREEN RECYCL E W/H TRASH GREEN RECYCLE W/H TRASH GREEN RECYC L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TR A S H GR E E N RE C Y C L E W/H TRASH GREENRECYCLE W/H TRA S H GREEN RECYCLE W/H TRA S H GREEN RECYCLE W/H TRASH GREENRECYCLE W/H TRASH GREEN RECYC L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYC L E W/H TRASH GREEN RECYCL E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYC L E W/H TRASH GREEN RECYC L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYCL E W/H TRASH GREEN RECYC L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYC L E W/H TRASH GREEN RECYC L E W/HTRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECY C L E W/H TRASH GREEN RECYC L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYC L E W/H TRASH GREEN RECY C L E W/HTRA S H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRAS H GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYC L E W/H TRAS H GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRAS H GRE E N REC Y C L E W/H TRAS H GREEN RECYC L E W/HTRA S H GRE E N REC Y C L E W/H TRASH GREE N RECY C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N REC Y C L E W/H TRASH GREEN RECYC L E W/H TRA S H GRE E N RECY C L E W/H TRASH GRE E N REC Y C L E W/H TRASH GRE E N REC Y C L E W/H TRA S H GRE E N RECY C L E UP W/H UP W/H UP W/H UP W/H UP W/H UP W/H UP W/H UP W/H UP W/H UP W/H UP W/H Tree Protection Fence, Per Arborist Tree Protection Fence, Per Arborist Tree Protection Fence, Per Arborist Tree Protection Fence, Per Arborist Tree Protection Fence, Per Arborist 1 2 3 5 4 6 789 10 1113 12 14 1516 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 3334 35 36 37 38394041 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 67 68 66 6971 70 81 73 7275 74 76 77 80 7879 82 83 84 85 86 8788 89 90 95 94 93 91 92 96 97 98 99100 102 101 103 104 105 106 107 110109 108 111 112 116 118 117 120 119 121 122 123 124 115 114 113 131 132 133 125 126 127 128 129130 144 134 136 135 137 138 139 140 141 142 143 151 150 152 149 157 158 159 153 154 155 156 145 146 147 148 161 165 164 163 162 166 188 187 186 185 184 183 182 181 180 179 178 177 176 175 174 173 172 171 170 169 168 167 207 203 206 205 204 200 201 202 209 210 211 212 213 214 215 216 218 217 248 247 246 252 251 250 249 245 232 233 234 235 236 237 238 239 240 241 243 242 244 231 230 229 227 223 226 225224 222219 220 221 160 253 254 255 256257 260 264 263265266 267270268269 262 261 258 259 228 208 199 198 197 195 193 189 190191 192 196 194 0' SCALE: 1" = 50'-0" 25' 50'100' THE INC. Guzzardo Partnership, Landscape Architects Land Planners Pier 9, The Embarcadero, Suite 115 San Francisco, CA 94111 www.tgp-inc.com11-24-2025 TREE DISPOSITION PLAN L 6.1 TREE DISPOSITION TABLE AND LEGEND KEY REMAIN 0 NON-PROTECTED TREE 0 PROTECTED TREE REMOVE 81 135 ON-SITE TREES QTY.KEY QTY. KEY 46 NON-PROTECTED TREE 6 PROTECTED TREE 2 0 OFF-SITE TREES QTY.KEY QTY. KEY 46 NON-PROTECTED TREE 6 PROTECTED TREE 83 135 TOTALS QTY.KEY QTY. TREE REPLACEMENT ANALYSIS TOTAL PROPOSED 24" BOX TREE 648 CANOPY SPREAD SIZE OF EXISTING TREE TO BE REMOVED 4'-9' 10'-27' 28'-39' REPLACE- MENT TREES (2) 24" BOX (3) 24" BOX (4) 24" BOX ALTER- NATIVE TREES (1) 36" BOX (2) 36" BOX (2) 48" BOX 44 35 # OF EXISTING PROTECTED TREES BEING REMOVED TOTAL REPLACEMENT REQUIREMENT AT 24" BOX 2 132 140 TOTAL REPLACEMENT REQUIREMENT AT 36" BOX - - - PROPOSED TREES ANALYSIS * Approximate ratio of new trees to trees removed - 3:1 40'-55'(6) 24" BOX (2) 36" BOX 3 18 - 56'-60'(2) 24" BOX +0 0 0 60'+(15) 24" BOX +0 0 - (2) 48" BOX + Replace the tree with a combination of both Tree Canopy and Tree Value Standards (2) 36" BOX (2) 48" BOX TOTALS 648 TOTAL PROPOSED TREES TOTAL REPLACEMENT REQUIREMENT AT 48" BOX - - - - 0 - TOTAL 83 292 0 0 1 CANOPY SPREAD SIZE OF EXISTING TREE TO BE REMOVED 4'-9' 10'-27' REPLACE- MENT TREES (2) 24" BOX (3) 24" BOX (4) 24" BOX ALTER- NATIVE TREES (1) 36" BOX (2) 36" BOX (2) 48" BOX (6) 24" BOX (2) 36" BOX (2) 24" BOX + 60'+(15) 24" BOX + (2) 48" BOX (2) 36" BOX (2) 48" BOX TOTAL TOTAL PROPOSED REPLACEMENT AT 24" BOX 2 132 140 - - - 648 18 - - -- TOTAL PROPOSED REPLACEMENT AT 36" BOX TOTAL PROPOSED REPLACEMENT AT 48" BOX - - - - - -- TOTAL PROPOSED 24" BOX IN-LIEU - - - - - - - - - *Note: The ratio of 24" box trees per each 60' plus canopy is not from the CPA Tree Technical Manual. **Note: The required 48" box replacements have been added to the 36" total using a 1:1.5 ratio + Note: The proposed 36" box trees have been assigned to each canopy class using the associated ratio. NOTE: All existing tree information is referenced from the Arborist Report dated August 2025, prepared by HORT Science Bartlett Consulting, (925) 484-0211. NOTE: Existing trees to remain may be impacted during construction. See Arborist Report for more information. PROPOSED TREES 356EXTRA --- 44 35 # OF EXISTING PROTECTED TREES BEING REMOVED 3 0 0 1 83 28'-39' 40'-55' 56'-60' Exhibit A Item 12Attachment C - Draft Parkland Improvement Ordinance       Item 12: Staff Report Pg. 103  Packet Pg. 545 of 1140  ATTACHMENT D 2100-2400 Geng Road, 24PLN-00356 Table 1: COMPARISON WITH CHAPTER 18.20 (ROLM (E) DISTRICT) Note: Exclusively Residential Use is subject to RM-20 District Standards. Regulation Required Proposed Minimum/Maximum Site Area, Width and Depth 8,500 sf area, 70 foot width, 100 foot depth APN 008-02-035: Approximately 748 feet wide, 300 feet deep, 239,800 square feet APN 08-02-036: Approximately 1178 feet wide, 500 feet deep, 240,430 square feet Total: 480,230 square feet (~11 acres) Minimum Front Yard 20 feet 16.5 feet Rear Yard 10 feet 10 feet Street Side Yard 16 feet N/A Interior Side Yard (for lots greater than 70 feet in width) 10 feet 10 feet Max. Building Height 30 feet 42 feet Max. Site Coverage 35% (plus an additional 5% for covered patios or overhangs)29% Max. Total Floor Area Ratio RM-20: 0.5:1 *ROLM HIS site: 1.5:1 0.98:1 Residential Density 11 to 20 units per acre 145 total units on 11 acres = 13.18 units per acre Minimum Site Open Space 35%43.8% Minimum Usable Open Space 150 sf per unit (21,750 sf)90,402 sf Minimum Common Open Space 75 sf per unit (10,875 sf)28,294 sf Minimum Private Open Space 50 sf per unit (7,250 sf)62,108 sf Item 12 Attachment D - Zoning Consistency        Item 12: Staff Report Pg. 104  Packet Pg. 546 of 1140  Table 2: CONFORMANCE WITH CHAPTER 18.52 (Off-Street Parking) for Multiple-Family Residential Type Required Proposed Housing 2 per 2-bedroom or larger unit; 290 spaces Tandem parking allowed for any unit requiring two spaces (one tandem space per unit, associated directly with another parking space for the same unit, up to a maximum of 25% of total required spaces for any project with more than four (4) units) 290 spaces Includes: 70 Tandem spaces (24%) in garages 43 additional on-street spaces including 4 Accessible stalls provided Vehicle Parking Total 290 Residential 333 Residential Bicycle Parking One (1) per unit; 145 Long-term One (1) per 10 units; 14.5 Short-term 145 Long-term 16 Short-term Item 12 Attachment D - Zoning Consistency        Item 12: Staff Report Pg. 105  Packet Pg. 547 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 1 Objective Design Standards Checklist The Objective Design Standards Checklist is a tool to evaluate a project’s compliance with the Zoning Ordinance (Chapter 18.24). The Checklist is not the Zoning Ordinance. Applicants shall be responsible for meeting the standards in the Zoning Ordinance. To simplify evaluation of the Zoning Ordinance, language in the Checklist may vary from the Zoning Ordinance. (Note: sf = square feet) If a standard is not applicable to applicant’s project, please write N/A in Applicant’s Justification column. 18.24.020 Public Realm/Sidewalk Character Check Standard Sheet # Applicant’s Justification (b)(1) Sidewalk Widths ☐ • Commercial Mixed-Use District: CN, CS, CC, CC(2), CD-C, CD-S, CD-N, PTOD: 10 ft • El Camino Real: 12 ft • San Antonio Road, from Middlefield Road to East Charleston Road: 12 ft And consists of: Pedestrian clear path width of 8 foot minimum: feet Landscape or furniture area width of 2 foot minimum: feet ☐ If the existing public sidewalk does not meet the minimum standard, a publicly accessible extension of the sidewalk, with corresponding public access easement, shall be provided. ☐ through lot with a public access easement, leading to a commercial entry) must ☐ (C) The width of walkways designed to provide bicycle access (e.g. pathway to bike racks/lockers) must be at least 12 feet wide, consisting of: Pedestrian clear path width (8 feet min.): ft allowed): ft & ft N/A as property is within the ROLM zone, not within a Commercial Mixed-Use District, not along El Camino Real, and not along San Antonio Road N/A as no public sidewalks or walkways will connect through the property; private walkways will be provided. N/A see above N/A see above N/A see above Two of the bike racks are located immediately adjacent to the main circulation drive so 12' pedestrian access is not required. The 4 bike racks on the central green is connected by a 8' wide walkway with min 2' buffers on either side. L1 8 2 2 Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 106  Packet Pg. 548 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 2 Check Standard Sheet # Applicant’s Justification (B)(2) Street Trees ☐ 1. One street tree provided for every 30 linear feet of public sidewalk length and located within six feet of the sidewalk. a. Length of parcel frontage/public sidewalk length: ft b. Street Trees required (i.e. frontage/30 feet): ft c. Street Trees provided: ft (B)(3) Accent Paving ☐ • Brick paving at corners • Brick trim mid-block ☐ (B)(4) Mobility Infrastructure Pi c k On e ☐ (A) On-site micromobility infrastructure (e.g. bike racks/lockers) is located within 30 feet of the primary building entry and/or on a path leading to the primary OR ☐ Existing micromobility infrastructure (e.g. bike racks/lockers) is already located within 50 feet of project site and located in a public right-of-way. Pi c k On e ☐ (B) Primary building entries shall provide at least one seating area or bench within 30 feet of building entry and/or path leading to building entry. On arterials (see Map T-5), except Downtown, seating areas or benches shall not ☐ Existing seating areas or benches that are already located in the public right-of-way within 50 feet of the building entry. N/A as the project does not abut University Avenue parking is provided in the garages. Bike paths to building entries so that they 154 5 5 ( two existing + 3 new ) Applicable frontage length 154' (north of the project entry). L1 L1.0 L1.1 L1.1 N/A - see above N/A - see above N/A as the project does not abut University Avenue Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 107  Packet Pg. 549 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 3 18.24.030 Site Access Check Standard Sheet # Applicant’s Justification (b)(1) Through Lot Connections ☐ Through lots located more than 300 feet from an intersecting street or pedestrian walkway shall provide a publicly accessible sidewalk or pedestrian walkway (with public access easements) connecting the two streets. (b)(2) Building Entries ☐ public right-of-way adjacent to the building, entries shall be located from a private (b)(3) Vehicle Access ☐ ☐ parking, off-street vehicle loading (delivery trucks), and vehicular circulation areas (b)(4) Loading Docks and Service Areas Loading and service areas shall be integrated into building and landscape design and located to minimize impact on the pedestrian experience as follows: ☐ (A) Loading docks and service areas shall be located on façades that do not face a primary building frontage ☐ screened by a solid fence, or wall, or dense landscaping and separated from pedestrian access to the primary building entry to avoid impeding pedestrian N/A as the site is not a through lot located more than 300 feet from an intersecting street or pedestrian walkway N/A as no loading docks or service areas required or provided N/A - see above A.5.2 All homes are connected from a private street or a pedestrian walkway A.5.1, A.5.2 Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 108  Packet Pg. 550 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 4 18.24.040 Building Orientation and Setbacks Check Standard Sheet # Applicant’s Justification (b)(1) Building Corner Elements (less than 40 feet in height) Corner buildings less than 40 feet in height and end units of townhouses or other attached housing products that face the street shall include all of the following features on their secondary building frontage: Ch e c k Al l ☐ (A) height and width of corner element shall have a ratio greater than 1.2:1. For townhomes, the width would be equal to the smaller side of one unit? a. Secondary building frontage height: feet b. Secondary building frontage length: feet c. Secondary building frontage height to width ratio: ☐ (B) minimum of 15% fenestration area. a. Total secondary building frontage façade area: sf b. Secondary building frontage façade fenestration area: sf c. Percent of fenestration area % ☐ (C) At least one facade modulation with a minimum depth of 18 inches and a minimum width of two feet. (b)(2)(A) & (B) Treatment of Buildings Corners on Corner Lots (40+ feet in height) Corner Buildings 40 feet or taller in height shall include at least one of the following special features: Ch e c k On e or Mo r e wi t h i n A o r B A. Street wall is located at the minimum front yard setback or build-to line for a minimum aggregated length of 40 feet on both facades meeting at the corner and includes one or more of the following building features: ☐ i. An entry to ground floor retail or primary building entrance located within 25 feet of the corner of the building. ☐ ii. A different material application and/or fenestration pattern from the rest of the façade. ☐ iii. A change in height of at least 4 feet greater or less than the height of the adjacent/abutting primary façade. N/A as project heights exceed 40 feet. A.10&A.22 N/A as project heights exceed 40 feet. N/A as project heights exceed 40 feet. Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 109  Packet Pg. 551 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 5 Ch e c k O n e o r Mo r e wi t h i n A or B B. An open space with a minimum dimension of 20 feet and minimum area of 450 sf. The ☐ i. A publicly accessible open space/plaza. ☐ ii. A space used for outdoor seating for public dining. ☐ iii. A residential Common Open Space adjacent to a common interior space (i.e. lobby, retail, etc.) and less than two feet above adjacent sidewalk grade. The primary building entry meets at least one of the following standards: Ch e c k On e or Mo r e ☐ A. Faces a public right-of-way. ☐ B. Faces a publicly accessible pedestrian walkway. ☐ C. Is visible from a public right-of-way through a forecourt or front porch that meets the following standards: i. For residential buildings with fewer than seven units, building entry forecourts or front porch minimum dimensions of (min. 36 sf and min. seven or more units, building entry forecourts or front porch minimum dimensions of (min. 100 sf and a min. width of 8 feet required): sf and ft. min. width (b)(4) Ground Floor Residential Units A. Finished Floor Height for Ground Floor Units ☐ The finished floor of ground floor residential units, when adjacent to a public right-of- way, must be within the minimum and maximum heights according to setback distance from back of walk identified in Figure 2a and 2b of the Zoning Ordinance. Calculate minimum ground floor finished floor height: A.6 A.5.2 Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 110  Packet Pg. 552 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 6 Ch e c k Al l th a t Ap p l y ☐ Setback adjacent to public right of way: feet ☐ Minimum ground floor finished floor height: feet 𝟒𝟒𝟒𝟒 𝟏𝟏𝟏𝟏𝟏𝟏𝟏𝟏 𝒚𝒚𝒚𝒚 = �− � (𝒙𝒙𝒙𝒙) + 𝟏𝟏𝟏𝟏𝟏𝟏𝟏𝟏 𝟑𝟑𝟑𝟑 where 𝑥𝑥𝑥𝑥 = setback length from back of walk, in feet and 𝑦𝑦𝑦𝑦 = ground floor finished floor height, in feet ☐ Sites with slopes greater than 2% along building façade – Average height of finished floor: feet ☐ Sites located in flood zones – the minimum ground floor finished floor height shall be defined by FEMA, less flood zone elevation: feet B. Setback Trees ☐ Ground floor units with a setback greater than 15 feet must have at minimum an average of one tree per 40 linear feet of facade length, within the setback area. Facade length: feet Trees required: tree(s) (i.e. façade length / 40) Trees provided: tree(s) C and D. Front Setback Pi c k On e ☐ C. Ground floor residential entries are setback a minimum of 10 feet from the back of public sidewalk; OR ☐ D. Where no minimum building setback is required, all ground floor residential units must be set back a minimum 5 feet from back of public sidewalk. 20 0 A5.1 and C2.0 The site is in a flood zone and there the finished floor height is determined by FEMA. the proposed finished floor height and not by the elevation of Geng Road ( public road) since the road is within the floodplain. 11 Ground floor units are setback greater than 15' only along Geng avenue 47'8" 2 8 Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 111  Packet Pg. 553 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 7 Check Standard Sheet # Applicant’s Justification E. Unit Entry ☐ A minimum 80% of ground floor residential units that face a public right-of-way or publicly accessible path, or open space shall have a unit entry with direct access to the sidewalk, path, or open space for minimum. a. Total number of ground floor residential units facing a public right-of-way, publicly accessible path, or open space: units b. 80% of total units in (a): units sidewalk, path, or open space: entries public and private space. The following standards apply, based on intended use and exclusive of areas devoted to outdoor seating, front porches, door swing of building entries, and publicly Ch e c k Al l th a t Ap p l y ☐ (A). Ground-floor retail or retail like uses have a minimum of 10% of the required setback as landscape or planters. ☐ (B). Ground-floor residential uses have a minimum of 60% landscaped area in the required setback area. (b)(6) Side Yard Setback Character ☐ wide, between the house and fence or other structure, to provide outdoor passage 145 116 145 3,121 SF L1 15' or greater setback only occurs on the front along Geng Road. A5.1 complies Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 112  Packet Pg. 554 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 8 18.24.050 Building Massing Check Standard Sheet # Applicant’s Justification (b)(1) Upper Floor Step Backs and Daylight Planes ☐ (A) When the height of the subject building is more than 20 feet above the average height (i.e. average of low and high roof elevations) of an adjacent building(s), an upper floor step back shall start within two vertical feet of the average height of the adjacent building. The step back shall be a minimum depth of six feet along both the façade on the primary building frontage and the façade facing the adjacent building, and the step shall occur for a minimum of 70% of i. Proposed building height: feet ii. Average building height of the adjacent building(s): feet iii. Building height where upper floor step back begins: feet ☐ (B) Notwithstanding, subsection (A), when adjacent to a single-story building, the upper floor step back shall occur between 33 and 37 feet in height. ☐ (C) If a project meets the following criteria, a daylight plane with an initial height of 25 feet above grade at the property line and a 45-degree angle shall be required. This daylight plane is required if all of these criteria are met: i. The project is not subject to a daylight plane requirement, pursuant to district regulations in Title 18; and ii. The project proposes a building which is more than 20 feet above the average height (i.e., average of low and high roof elevations) of an adjacent building(s); and iii. The project abuts residential units in the side or rear yard. (b)(2) Privacy and Transitions to Residential Uses shall break down the abutting façade and maintain privacy by meeting all of the following: N/A since there are no adjacent residential units N/A Proposed buildings are no more than 20 feet above the average height of adjacent commerical buildings N/A Proposed buildings are not adjacent to residential structures N/A since there are no adjacent residential units 42'2" 27 Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 113  Packet Pg. 555 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 9 Ch e c k Al l ☐ (A) Landscape Screening. A landscape screen that includes a row of trees with a minimum one tree per 25 linear feet and continuous shrubbery planting. This screening plant material shall be a minimum 72 inches (6 feet) in height when ☐ (B) Façade Breaks. A minimum façade break of 4 feet in width, 2 feet in depth, and 32 sf of area (i.e. 8 ft tall minimum) for every 36 to 40 feet of façade length ☐ (C) Maximum Amount of Transparent Windows. Within 40 feet of an abutting structure, no more than 15% of the facing façade area shall be windows or other glazing. Additional windows are allowed in order to maintain light, if fixed and common space windows) or private open space on an adjacent residential building, facing windows on the subject site shall meet the following: (i) Window sills at and above the 2nd floor shall be at least five feet above finished floor; or (ii) Windows shall have opaque or translucent glazing at or below five feet above finished floor; or (iii) Windows shall be angled up to 30 degrees (parallel to window) to face away from the adjacent privacy impacts; and (iv) Landscape screening shall be 24-inch box size or larger and eight+ feet height at planting; 50% evergreens; and located to align with proposed space windows) or private open space on an adjacent residential building, balconies and decks on the subject site shall be designed to prevent views: (i) No sight lines to the adjacent property window or open space are permitted within five feet above the balcony or deck flooring and a 45- degree angle downward from balcony railing. (ii) Submit section view of proposed balcony/deck and abutting residential windows and/or private open space. (iii) Provide balcony/deck design measure which may include: a. Minimum 85% solid railing b. Obscure glass railing Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 114  Packet Pg. 556 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 10 (b)(3)(A) & (B) Maximum Façade Length - facing a street or public path Pi c k O n e Ca t e g o r y Buildings 70 feet in length or greater and greater than 25 feet in height ☐ For building facades 70 feet in length or greater and facing a public street, right- of-way, or publicly accessible path shall not have a continuous façade plane greater than 70% of the façade length without an upper floor modulation, of at least 2 feet in depth Largest façade length featuring continuous plane: feet Total Façade length: feet ☐ (A) Buildings 250 feet in length or greater, which face a public street, right-of- way, or publicly accessible path, shall have at least one vertical façade break with a minimum area greater than 400 sf and a width greater than or equal to two times the depth Total Building length: feet Number of vertical façade breaks: area Width: feet, Depth: feet, Area: sf ☐ (B) Buildings 150 to 250 feet in length, which face a public street, right-of-way, or publicly accessible path, shall have at least one vertical façade break with a minimum area greater than 64 sf and a minimum width of 8 feet and minimum depth of 4 feet. Total Building length: feet Number of vertical façade breaks: area N/A see above N/A see above N/A as buildings along Geng Road are not longer than 70' Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 115  Packet Pg. 557 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 11 Check Standard Sheet # Applicant’s Justification (b)(4) Special Conditions: Railroad Frontages Ch e c k Al l ☐ (A) A minimum facade break of at least 10 feet in width and six feet in depth for every 60 feet of façade length. ☐ (B) For portions of a building 20 feet or greater in height shall not have a continuous façade length that exceeds 60 feet. (b)(5) Diversity of Housing Types ☐ A diversity of housing types (e.g. detached units, attached rowhouses/townhouses, condominiums or apartments, mixed use) are required for projects on large lots: • Less than one acre lots: minimum 1 housing types • 1 to 2-acre lots: minimum 2 housing types; or • More than 2-acre lots: minimum 3 housing types 18.24.060 Façade Design Check Two or Standard Sheet # Applicant’s Justification (c)(1) Base-Middle-Top ☐ middle or body, and a top, cornice, or parapet cap. Each of these elements shall be distinguished from one another for a minimum of 80% of the façade length through use of three or more of the following four techniques: ☐ of the façade length feet, and shall include one or more of the following building features. A.6 Pullapart townhomes - Alley Townhomes- Alley N/A see above Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 116  Packet Pg. 558 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 12 Ch e c k on e or mo r e if se l e c t e d ☐ a. Horizontal shifts. Changes in floor plates that protrude and/or recess with a minimum dimension of 2 feet from the primary facade. ☐ b. Upper floor step backs. A horizontal step back of upper-floor façades with a minimum 5 foot stepback from the primary façade for a minimum of 80% of ☐ c. Ground floor step back. A horizontal shift of the ground floor facade with a minimum depth of 2 feet for a minimum 80% of the length of the façade. ☐ ii. Variation in Façade Articulation: Façade articulation modulation shall include one or more of the following building features. Ch e c k on e or mo r e if se l e c t e d ☐ a. Horizontal and/or Vertical Recesses or Projections. Recesses or projections such as a pattern of recessed grouping of windows, recessed panels, bay windows or similar strategies. The recess or projection shall be a minimum 4 ☐ b. Horizontal and/or Vertical Projections. Projections such as shading, weather protection devices, decorative architectural details, or similar ☐ c. Datum Lines. Datum lines that continue the length of the building, such as parapets or cornices, with a minimum 4 inches in height or a minimum 2 and ☐ iii. Variation in two of the following: Ch e c k tw o if ☐ a. Fenestration Size ☐ b. Fenestration Proportion ☐ c. Fenestration Pattern ☐ d. Fenestration Depth or Projection ☐ iv. Variation in two of the following: Ch e c k tw o if ☐ a. Façade Material ☐ b. Facade Material Size ☐ c. Façade Texture and Pattern ☐ d. Façade Color A.9- A.26 A.9- A.26 A.9- A.26 A.9- A.26 A.9- A.26 A.9- A.26 A.9- A.26 Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 117  Packet Pg. 559 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 13 (c)(2) Façade Composition Building facades shall use a variety of strategies including building modulation, fenestration, and façade articulation to create visual interest and express a variety of scales through a variety of strategies. All facades shall include a minimum of three of the following façade articulation strategies to create visual interest: Ch e c k Th r e e or Mo r e ☐ A. Vertical and horizontal recesses such as a pattern of recessed grouping of windows or recessed panels. The recess shall be a minimum 4 inches in depth. ☐ B. Vertical and horizontal projections such as shading and weather protection devices or decorative architectural details. Projections shall be a minimum 4 inches in depth. ☐ C. Datum lines that continue the length of the building, such as cornices, with a minimum 4 inches in depth, or a minimum 2 inches in depth and include a change in ☐ D. Balconies, habitable projections, or Juliet balconies (every 20 to 40 feet) with a minimum 4 inches in depth. ☐ E. Screening devices such as lattices, louvers, shading devices, or perforated metal screens. ☐ F. Use of fine-grained building materials, such as brick or wood shingles, not to exceed 8 inches in either height or width. ☐ G. Incorporate a minimum of three colors, materials, and/or textures across the whole building. (c)(3) Compatible Rhythm and Pattern (A) Buildings shall express a vertical rhythm and pattern that reflects the size and scale of a housing unit and/or individual rooms and spaces. This may be achieved with building modulation to create vertically oriented façades (height greater than the width of the façade), façade articulation and fenestration repetitive vertically oriented patterns. Depending on the length of the façade, the following standards apply: ☐ oriented patterns of vertical recesses or projections, façade articulation, and/or fenestration. Ch e c k On e ☐ a. A vertical recess or change in façade plane with a minimum 2 feet deep vertical shift modulation for a minimum 4 feet in width to establish a vertical rhythm between 20 to 50 feet in width; OR A.9- A.26 A.9- A.26 A.9- A.26 A.9- A.26 Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 118  Packet Pg. 560 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 14 ☐ b. A vertical recess or projection with a minimum depth of 2 feet that establishes the vertical rhythm between 10 to 16 feet in width Ch e c k On e or Mo r e ☐ i. Vertical Patterns and Modulation: Façades shall use vertical patterns of building modulation, façade articulation, and fenestration. ☐ ii. Horizontal Patterns and Modulation: Façades that use horizontal articulation and fenestration patterns shall use a vertical massing strategy with a minimum 4 feet wide and 2 feet deep vertical shift in modulation at least once every 50 feet of ☐ Storefront uses must express a vertical rhythm not to exceed 30 to 50 feet in width. the number of people served (amount of floor-area or number of units accessed). Building entries shall meet the following minimum dimensions: Ch e c k Al l ☐ a. Individual residential entries: 5 feet in width ☐ b. Shared residential entry, such as mixed-use buildings: 8 feet in width ☐ c. Commercial building entry: 20 feet in width ☐ d. Storefront entry: 6 feet in width (ii) Primary building entries (not inclusive of individual residential entries) shall include a façade modulation that includes at least one of the following: Ch e c k On e or ☐ a. Recess or projection from the primary façade plane (minimum 2 feet). ☐ b. Weather protection that is a minimum 4 feet wide and 4 feet deep by recessing the entry, providing an awning or using a combination of these methods (c)(5) Storefront/Retail Ground Floors A. Ground floor height shall be a minimum 14 feet floor-to-floor OR shall maintain a 2nd floor datum line of an abutting building. a. Ground floor height (minimum 14 feet): feet; OR b. Height of 2nd floor datum line of abutting building: feet N/A as all entries are private entries N/A as the project is not a mixed use N/A as the project is not a mixed use A.31- A.39 N/A as the project is not a mixed use Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 119  Packet Pg. 561 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 15 ☐ B. Transparency shall include a minimum 60% transparent glazing between 2 and 10 feet in height from sidewalk, providing unobstructed views into the commercial space. a. Façade area between 2 feet and 10 feet: sf b. Transparent glazing area between 2 feet and 10 feet: sf c. Percentage of transparent glazing (minimum 60%): % ☐ ☐ a. Weather protection width (minimum 6 feet): feet b. Weather protection depth (minimum 4 feet): feet ☐ display windows, awnings, canopies and similar, weather protection elements shall be installed between transom and display windows. These elements should allow for light to enter the storefront through the transom windows and allow the weather protection ☐ OR Pi c k On e ☐ Ground floor height (minimum 14 feet): feet; OR ☐ Height of 2nd floor datum line of abutting building: feet ☐ Façade area between 4 feet and 10 feet: sf Transparent glazing area: sf Percentage of transparent glazing (minimum 50%): % ☐ Weather protection width (minimum 6 feet): feet Weather protection depth (minimum 4 feet): feet N/A as the project is not a mixed use Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 120  Packet Pg. 562 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 16 (c)(7) Parking/Loading/Utilities (A) Entry Size ☐ carports, surface parking, loading entries, or utilities access. On sites with less than 100 Site frontage: feet (B) Above Ground Structured Parking ☐ open space/path, with the exception of vehicular alleys, must be lined with commercial or habitable uses with a minimum depth of 20 feet (C)&(D) Partially Sub-Grade Structured Parking ☐ ☐ 18.24.070 Residential Entries Pick One or More Standard Sheet # Applicant’s Justification (b)(1) Ground Floor Unit Entries Where ground floor residential unit entries are required, one or more of the following entry types shall be provided: ☐ N/A as no structured parking provided A.5.1, C2 204 12.3 N/A as no structured parking provided Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 121  Packet Pg. 563 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 17 Ch e c k Al l if ☐ (i) Stoops provide entry access for a maximum of two ground floor units. ☐ (ii) Stoop heights are within one step of finished floor height of adjacent unit. ☐ (iii) Stoop entry landings are a minimum 5 feet in depth ☐ (iv) The maximum stoop height from the back of sidewalk grade is 5 feet. ☐ (B) Porch Ch e c k Al l if ☐ (i) Porches provide entry access for a maximum of one ground floor unit. ☐ (ii) Porch heights are within one step of finished floor height of adjacent unit. ☐ (iii) Porches are large enough so a 6-foot by 6-foot square can fit inside ☐ (iv) The maximum porch height from the back of sidewalk grade is 5 feet. ☐ (C) Patio Entry Ch e c k Al l if Se l e c t e d ☐ (i) Patio entries provide access for a maximum of two ground floor units. ☐ (ii) Patio entries are large enough so a 5-foot by 5-foot square can fit inside of the patio for each unit ☐ (iii) The patio shall include at least one of the following features to define the transition between public and private space: Pi c k On e or Mo r e ☐ a. Row of shrubs: not exceeding 42 inches in height located between the sidewalk and the patio. One gallon size and max 3 feet on center ☐ b. Fence: not to exceed 36 inches in height located between the sidewalk and the patio with a gate or fence opening to provide access ☐ c. Metal, Wood, or Stone Wall: not to exceed 36 inches in height located between the sidewalk and the patio with gate or opening, AND a minimum 18-inch landscape strip is located between the wall and the abutting pedestrian way and entirely landscaped ☐ (D) Terrace Ch e c k Al l if ☐ (i) Terraces provide entry access for multiple ground floor units. ☐ (ii) Terraces are a maximum height of 30 inches above the grade of the back of the adjacent sidewalk or accessway. ☐ (iii) Walls, fences and hedges on Terraces are a maximum of 42 inches tall and have a minimum transparency of 40%. A.31- A.39 A.31- A.39 A.31- A.39 A.31- A.39 Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 122  Packet Pg. 564 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 18 ☐ (E) Frontage Court Ch e c k Al l if Se l e c t e d ☐ (i) Frontage courts provide entry access for multiple ground floor units. ☐ (ii) The minimum frontage court width along a primary frontage is 25 feet. ☐ (iii) The maximum frontage court width along a primary frontage is 50% of the facade length or 80 feet, whichever is less. ☐ (iv) The minimum Frontage Court depth is 25 feet. ☐ (v) The maximum Frontage Court depth is 50 feet or a ratio not to exceed 2:1 depth to width. 18.24.080 Open Space Check Standard Sheet # Applicant’s Justification (b)(1) Private Open Space ☐ (A) Floor area includes clear space with a minimum dimension of a circle with a six- foot diameter. ☐ ☐ ☐ ☐ 8 feet for at least 75% of the area. ☐ least 75% of the area ☐ height for ground floor residential standards in section 18.24.040(b)(4) N/A as property is not within the RM-40 district N/A as project doesn't provide ground floor private open space N/A as project doesn't provide ground floor private open space. Private open space provided on roofs. A.35-A.43 A.31- A.39 A.31- A.39 A.31- A.39 A.31- A.39 Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 123  Packet Pg. 565 of 1140  City of Palo Alto - Objective Design Standards Checklist Page 19 (b)(2) Common Open Space ☐ ☐ ☐ minimum dimension of 40 feet and have a minimum courtyard width to building ☐ (E) Common open space provides seating. ☐ (F) Common open space has a minimum 20% of landscaping. ☐ 18.24.090 Materials Check Standard Sheet # Applicant’s Justification ☐ (b)(1) Primary, secondary, and accent materials are allowed or prohibited as in the Residential and Residential Mixed-use Material List, which may be updated from time to time by the Director of Planning with a recommendation by the ARB. See webpage for list - https://www.cityofpaloalto.org/News-Articles/Planning-and-Development- 18.24.100 Sustainability and Green Building Code Check Standard Sheet # Applicant’s Justification ☐ (b) See Chapter 16.14: California Green Building Standards additional requirements for green building and sustainable design. Notwithstanding Section 18.24.010(c), these N/A as courtyard is not above grade N/A as courtyard not enclosed A.6 A.6 A.26 -A.30 A.57 L1 L1 Item 12 Attachment E - Objective Standards Consistency Analysis        Item 12: Staff Report Pg. 124  Packet Pg. 566 of 1140  Dec 10, 2025 City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Re: Proposed Housing Development Project at 2100-2400 Geng Road By email: Planning.Commission@paloalto.gov Cc: city.clerk@CityofPaloAlto.org; city.attorney@cityofpaloalto.org; CityMgr@cityofpaloalto.org; Planner@CityofPaloAlto.org; Dear Palo Alto Planning Commission, The California Housing Defense Fund (“CalHDF”) submits this letter to remind the City of its obligation to abide by the Housing Accountability Act (“HAA”), the Density Bonus Law (“DBL”), AB 130, California Environmental Quality Act (“CEQA”) Guidelines when evaluating the proposed 145-unit housing development project at 2100-2400 Geng Road, which includes 19 units affordable to low-income households. Under the HAA,1 a city may not disapprove a qualifying affordable housing project (i.e., a housing development project that provides a certain percent of the total units to lower-income households, as defined by Health and Safety Code Section 50079.5) on the grounds it does not comply with the city’s zoning and general plan if the developer submitted either a statutorily defined "preliminary application" or a "complete development application" while the city's housing element was not in substantial compliance with state law. (See Gov. Code, § 65589.5, subds. (d)(5), (h)(5), (o)(1).2) This statutory provision temporarily suspends the power of non-compliant municipalities to enforce their zoning rules against qualifying affordable housing projects. (See, e.g., California Housing Defense Fund v. City of La Cañada Flintridge, Case Number: 23STCP02614 (attached), for a recent court decision affirming the plain language of the statute in this regard.) The City’s Housing Element was 2 These code section numbers correspond to the HAA as it existed when the preliminary application for the project at issue was submitted (i.e. before AB 1893 went into effect). 1 AB 1893, effective January 1, 2025, has amended the “Builder’s Remedy” provisions of the HAA. However, the AB 1893 allows for vested Builder’s Remedy applications to proceed under the previous version of the law. 2201 Broadway, PH1, Oakland, CA 94612 www.calhdf.org Item 12 Attachment F - Public Comments        Item 12: Staff Report Pg. 125  Packet Pg. 567 of 1140  not in substantial compliance with state law when the preliminary application under SB 330 was submitted. The City must therefore allow the project to be developed as proposed. CalHDF also writes to emphasize that the DBL offers the proposed development certain protections. The City must respect these protections. In addition to granting the increase in residential units allowed by the DBL, the City must not deny the project the proposed waivers and concessions with respect to floor area ratio; height; front setback; rooftop garden width; private street width; and distribution of below market rate units. If the City wishes to deny requested waivers, Government Code section 65915, subdivision (e)(1) requires findings that the waivers would have a specific, adverse impact upon health or safety, and for which there is no feasible method to satisfactorily mitigate or avoid the specific adverse impact. If the City wishes to deny requested concessions, Government Code section 65915, subdivision (d)(1) requires findings that the concessions would not result in identifiable and actual cost reductions, that the concessions would have a specific, adverse impact on public health or safety, or that the concessions are contrary to state or federal law. The City, if it makes any such findings, bears the burden of proof. (Gov. Code, § 65915, subd. (d)(4).) Of note, the DBL specifically allows for a reduction in required accessory parking in addition to the allowable waivers and concessions. (Id. at subd. (p).) Additionally, the California Court of Appeal has ruled that when an applicant has requested one or more waivers and/or concessions pursuant to the DBL, the City “may not apply any development standard that would physically preclude construction of that project as designed, even if the building includes ‘amenities’ beyond the bare minimum of building components.” (Bankers Hill 150 v. City of San Diego (2022) 74 Cal.App.5th 755, 775.) Furthermore, the project is eligible for a statutory exemption from CEQA review pursuant to section 15183 of the CEQA guidelines and it may also be eligible for the newly enacted CEQA exemption under AB 130 (Pub. Res. Code, § 21080.66), which was signed into law on June 30, 2025 and was effective immediately (Assembly Bill No. 130, 2025-2026 Regular Session, Sec. 74, available here). Caselaw from the California Court of Appeal affirms that local governments err, and may be sued, when they improperly refuse to grant a project a CEQA exemption or streamlined CEQA review to which it is entitled. (Hilltop Group, Inc. v. County of San Diego (2024) 99 Cal.App.5th 890, 911.) As you are well aware, California remains in the throes of a statewide crisis-level housing shortage. New housing such as this is a public benefit: it will provide badly-needed affordable housing; it will bring new customers to local businesses; it will increase the city’s tax revenue; and it will reduce displacement of existing residents by reducing competition for existing housing. It will also help cut down on transportation-related greenhouse gas emissions by providing housing in denser, more urban areas, as opposed to farther-flung regions in the state (and out of state). While no one project will solve the statewide housing crisis, the proposed development is a step in the right direction. CalHDF urges the City to approve it, consistent with its obligations under state law. 2 of 3 Item 12 Attachment F - Public Comments        Item 12: Staff Report Pg. 126  Packet Pg. 568 of 1140  CalHDF is a 501(c)(3) non-profit corporation whose mission includes advocating for increased access to housing for Californians at all income levels, including low-income households. You may learn more about CalHDF at www.calhdf.org. Sincerely, Dylan Casey CalHDF Executive Director James M. Lloyd CalHDF Director of Planning and Investigations 3 of 3 Item 12 Attachment F - Public Comments        Item 12: Staff Report Pg. 127  Packet Pg. 569 of 1140  -----Original Message----- From: ann rothblatt <avrothblatt@gmail.com> Sent: Tuesday, November 25, 2025 12:14 PM To: Planning Commission <Planning.Commission@PaloAlto.gov> Cc: Council, City <city.council@PaloAlto.gov>; Architectural Review Board <arb@PaloAlto.gov>; ParkRec Commission <parkrec.commission@PaloAlto.gov> Subject: [INSERT SUBJECT HERE] CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Hello Palo Alto PTC, my name is Ann Rothblatt and I live in south Palo Alto. Please support the homes proposed for 2100 Geng Road. I want to create more ownership options in our community, including affordable homeownership. We are still enjoying the home we purchased in 1977 for $103,000, and wish other deserving people could have the same opportunity. I hope the PTC will vote to move this project forward as quickly as possible. Thank you for supporting more homes in our community, Ann and Don Rothblatt Item 12 Attachment F - Public Comments        Item 12: Staff Report Pg. 128  Packet Pg. 570 of 1140  From:Adam Schwartz To:Planning Commission Cc:Council, City; Architectural Review Board; ParkRec Commission; Planning Commission Subject:Please support new homes at 2100 Geng Road Date:Sunday, November 30, 2025 1:35:26 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Greetings to the Palo Alto Planning and Transportation Committee: I'm Adam Schwartz and I live in Palo Alto in University South. I write to urge you to please support the new homes proposed for 2100 Geng Road. Our wonderful community's biggest problem is the shortage of new homes for all kinds of people at all price points. The solution must include building new homes. I'd like to see 145 new townhomes (including 19 affordable) at 2100 Geng Road. I hope the PTC will vote to move this project forward as quickly as possible. Thank you for supporting more homes in our community. Sincerely, Adam Schwartz 523 Channing Ave. This message needs your attention This is a personal email address. This is their first mail to some recipients. Mark Safe Report Item 12 Attachment F - Public Comments        Item 12: Staff Report Pg. 129  Packet Pg. 571 of 1140  &nbsp; From:Switzer, Steven To:"Steve Saffold" Subject:RE: 2100 Geng Road Date:Thursday, November 13, 2025 3:13:00 PM Attachments:image001.png image002.png Hi Steve, You are correct. We are still evaluating the project. The webpage will be updated once we have some further movement on that environmental analysis. Steven Switzer Senior Historic Planner Planning and Development Services Department 650-329-2321 | Steven.Switzer@PaloAlto.gov www.PaloAlto.gov From: Steve Saffold <saffold@theagencyre.com> Sent: Wednesday, November 12, 2025 1:02 PM To: Switzer, Steven <Steven.Switzer@paloalto.gov> Subject: 2100 Geng Road CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Hi Steven, I'm just reaching out to inquire about this project. The planning website says the city is preparing an initialCEQA checklist, just wanted to see if that is current, or what the status is. Thank you in advance for any help you can offer. Steve THEAGENCYRedefining r ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ i This message needs your attention This is their first email to your company. Mark Safe Report CGBANNERINDICATOR Hi Steven, I'm just reaching out to inquire about this project. The planning website says the city is preparing an initial CEQA checklist, just wanted to see if that is current, or what the status is. Powered by Mimecast Item 12 Attachment F - Public Comments        Item 12: Staff Report Pg. 130  Packet Pg. 572 of 1140  Thank you in advance for any help you can offer. Steve THE AGENCY Redefining real estate STEVE SAFFOLD Managing Director New Development - Bay Area 510-282-9169 TheAgencyRE.com Steve Saffold Item 12 Attachment F - Public Comments        Item 12: Staff Report Pg. 131  Packet Pg. 573 of 1140  From:Chris Douvos To:Switzer, Steven Subject:Re: 2100 Geng Date:Monday, October 27, 2025 10:24:41 AM Attachments:image001.png image002.png image003.png CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Thanks! CD From: Switzer, Steven <Steven.Switzer@paloalto.gov> Sent: Monday, October 27, 2025 9:54 AM To: Chris Douvos <chris@ahoycap.com> Subject: RE: 2100 Geng Hi Chris, The project located at 2100-2400 Geng Rd is still under review. We are anticipating taking the project to the Planning Commission in December 2025 and then on to the Architectural Review Board and City Council in early/spring 2026. Hopefully that helps. Steven Switzer Senior Historic Planner Planning and Development Services Department 650-329-2321 | Steven.Switzer@PaloAlto.gov www.PaloAlto.gov From: Chris Douvos <chris@ahoycap.com> Sent: Thursday, October 23, 2025 3:27 PM To: Switzer, Steven <Steven.Switzer@paloalto.gov> Subject: 2100 Geng CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Item 12 Attachment F - Public Comments        Item 12: Staff Report Pg. 132  Packet Pg. 574 of 1140  Hi! I apologize for bothering you, but I'm a PA resident who has an office at 2100 Geng Road and I was looking up the status of the project planned for this location and your name was listed as the city contact. I was wondering if you might be able to share the status of the project? My office lease expires at some point soon and I'm wondering if I should start looking for new space (the Regus from whom we sublease is pretty tight lipped on the topic, although one of their people told me a year ago that they expected us to get kicked out sometime in 2026.) Thanks for any insight you can share, Chris ___________ Chris Douvos Founder 2100 Geng Road, Suite 210 Palo Alto, CA 94301 chris@ahoycap.com (650) 384 9434 www.ahoycap.com Item 12 Attachment F - Public Comments        Item 12: Staff Report Pg. 133  Packet Pg. 575 of 1140  From:Janet L. Billups To:Switzer, Steven Cc:Barbara Greiner; Mathieu Farrugia; Mindie S. Romanowsky Subject:2100 Geng Road. 24PLN-00356 project Date:Monday, September 22, 2025 4:16:38 PM Attachments:image001.png Importance:High CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Hi Steven, I hope this email finds you well. I’m writing to request that the persons named below be added to the mailing list and/or notification system related to the project at 2100 Geng Road, 24PLN- 00356. We would appreciate receiving meeting notices, updates, or any relevant documentation as it becomes available. Please let me know if there is a form or procedure to complete to be included. Thank you in advance for your time and consideration. Notices to: Barbara Greiner, Head of School Silicon Valley International School 151 Laura Ln, Palo Alto, CA 94303 barbaragreiner@svintl.org Mathieu Farrugia mathieu@svintl.org Mindie Romanowsky, Esq. msr@jsmf.com Kind regards, Janet Billups This message needs your attention This is their first mail to some recipients. Mark Safe Report Item 12 Attachment F - Public Comments        Item 12: Staff Report Pg. 134  Packet Pg. 576 of 1140  Janet L. Billups, Legal Assistant to Mindie S. Romanowsky, Esq. Jorgenson, Siegel, McClure & Flegel, LLP 1100 Alma Street, Suite 210 | Menlo Park, CA 94025 Office: (650) 324-9300 x1230 Email: jlb@jsmf.com | Website: www.jsmf.com CONFIDENTIALITY NOTICE: This e-mail and any attachments are for the sole use of the intended recipients and contain information that may be confidential or legally privileged. If you have received this e-mail in error, please notify the sender by reply e-mail and delete the message. Any disclosure, copying, distribution, or use of this communication by someone other than the intended recipient is prohibited. Item 12 Attachment F - Public Comments        Item 12: Staff Report Pg. 135  Packet Pg. 577 of 1140  From:Mark Millet To:Switzer, Steven Subject:Re: questions about conditional use permit for 2100 Geng Road project Date:Monday, March 31, 2025 5:49:21 PM CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Confirmed 10 am, please call my cell Mark Millet (650) 303 2394 > On Mar 31, 2025, at 5:40 PM, Switzer, Steven <Steven.Switzer@cityofpaloalto.org> wrote: > > Hi Mark- > > Would 10:00 AM work? > > > Steven Switzer > Historic Preservation Planner > Planning and Development Services Department > 650-329-2321 | Steven.Switzer@CityofPaloAlto.org > www.cityofpaloalto.org > > > > > -----Original Message----- > From: Mark Millet <mmillet10@gmail.com> > Sent: Monday, March 31, 2025 5:39 PM > To: Switzer, Steven <Steven.Switzer@CityofPaloAlto.org> > Subject: Re: questions about conditional use permit for 2100 Geng Road project > > CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. > > I am available before noon Tuesday, when is good for you? > > Thank you for the quick response, > > Mark > > Mark Millet > (650) 303 2394 > >> On Mar 31, 2025, at 5:33 PM, Switzer, Steven <Steven.Switzer@cityofpaloalto.org> wrote: >> >> Hi Mark- >> >> Feel free to give me a call or send your questions to me via email for a written response. >> >> For the time being, follow the link to view more about the Conditional >> Use Permit Process: Item 12 Attachment F - Public Comments        Item 12: Staff Report Pg. 136  Packet Pg. 578 of 1140  >> https://www.cityofpaloalto.org/files/assets/public/v/2/planning-amp-de >> velopment-services/file-migration/current-planning/forms-and-guideline >> s/cup-process-09-26-24.pdf >> >> I should have some availability tomorrow morning and later this week. >> >> Looking forward to connecting with you on this. >> >> >> Steven Switzer >> Historic Preservation Planner >> Planning and Development Services Department >> 650-329-2321 | Steven.Switzer@CityofPaloAlto.org >> www.cityofpaloalto.org >> >> >> >> >> -----Original Message----- >> From: Mark Millet <mmillet10@gmail.com> >> Sent: Monday, March 31, 2025 4:34 PM >> To: Switzer, Steven <Steven.Switzer@CityofPaloAlto.org> >> Subject: questions about conditional use permit for 2100 Geng Road >> project >> >> CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. >> >> Steven, >> >> I had a couple of questions about the process for conditional use permit and residential conversion. >> >> Thank you, >> >> Mark. >> >> Mark Millet >> 650 303 2394 (c) >> mmillet10@gmail.com > Item 12 Attachment F - Public Comments        Item 12: Staff Report Pg. 137  Packet Pg. 579 of 1140  2100-2400 Geng Road Project Description Updated: 11/24/2025 The proposed project would transform an existing underutilized business park located at 2100- 2400 Geng Road into a new residential neighborhood with 145 multifamily townhome units and community open spaces. All units will be offered for-sale with either three-bedroom or four- bedroom configurations, providing both much-needed housing and new homeownership opportunities in the city and region. Section I of this project description provides an overview of the project site and existing conditions; Section II describes the project land use program and site plan features; Section III describes the project’s affordability and State Density Bonus Law strategy, including information regarding the project site’s Housing Element site inventory status. I. Project Site Overview The project site totals approximately 11-acres and is comprised of two parcels: APN 008-02-035 (addressed as 2100-2200 Geng Road, totaling approximately 5 acres) and APN 008-02-036 (addressed as 2300-2400 Geng Road, totaling approximately 6 acres). The property is zoned ROLM (E)(D)(AD), in which multifamily development is permitted subject to the RM-20 district development standards. A portion of the project site is also identified in the City’s 6th Cycle Housing Element as a housing opportunity site, as further described in Section III below. The project site is currently improved with four, two-story office buildings and surface parking. In connection with development of the proposed project, the existing buildings will be demolished, and necessary site improvements will be undertaken to redevelop the property. The project site is bounded by Geng Road to the east, the Baylands Athletic Center to the north, and office buildings to the west and south. Primary access to the property is from Geng Road, with secondary access (via an adjacent property) from East Bayshore Road. II. Proposed Project & Land Use Program Overview The proposed project includes 145 multifamily residential units comprised of seven different townhome unit types. Along the northern boundary, adjacent to the Baylands Athletic Center, are 22 front-loaded pull-apart (detached) townhomes, in two different unit plans. These homes feature backyards that transition to the parkland, creating a buffer between the development and the park. Across the street from these units are 14 alley-loaded pull-apart (detached) townhomes, in two different unit plans and across Alley C from these units are 6 duplex buildings with a total of 12 units. The remaining units consist of traditional attached townhomes arranged in clustered buildings of five, six, and eight units, comprised of three different unit plans. The site plan layout is designed to minimize visibility of alleys from public viewpoints. The variety of housing types is cohesively arranged around shared green spaces and connected by pedestrian paseos. The project design features contemporary architectural design that blends well with the surrounding context while setting a precedent for the transformation of predominantly office-oriented uses in the East of 101 area into residential neighborhoods. Item 12 Attachment G - Applicant’s Project Description        Item 12: Staff Report Pg. 138  Packet Pg. 580 of 1140  2100-2400 Geng Road | Project Description Site Circulation Primary access to the project will be from Geng Road, with a clearly defined major circulation loop providing access to all areas of the site. Secondary access (via an adjacent property) is provided from East Bayshore Road. Offsite parking is provided within each unit. On-street parking is strategically placed along this loop to provide convenient access for visitors. Building entries and porches are oriented towards this loop road to create a pedestrian-friendly streetscape. Project Open Space & Pedestrian Circulation At the center of the site is a large communal central open space surrounded by residential units. This central open space will serve as the community's focal point and is within easy walking distance for all residents. Guest parking is located along the edges of the green space to provide convenient access for visitors. A fully landscaped pedestrian network will connect the housing to the central open space and provide a natural and green environment throughout the project site. The central open space will provide passive and programmed uses for the residents including quiet seating areas and outdoor cooking and dining areas. The programmed areas will be distributed around a large central lawn area that can be used by residents for a variety of purposes, including outdoor games and picnics. The planting character throughout the site will consist of drought tolerant, native, and adapted species of a variety of shape, sizes, and colors. All buildings are three stories tall (approximately +/- 42’-2” in height), with living areas complemented by balconies and roof decks. The combination of individual balconies, roof decks and backyards ensure ample private outdoor space, while the central green space offers a communal gathering area for all residents. Utilities & Services The project will have electricity service from City of Palo Alto, and the proposed project site plan allows ample space for meter and utility connections. The project will be “electric only,” and will not have gas service. The project will have water, wastewater, and sanitary sewer service from the City of Palo Alto. The project will utilize solid waste service from GreenWaste of Palo Alto. The HOA will contract with a service to collect trash, recycling and compost from each unit and bring it to a central enclosure where it will be stored until picked up by GreenWaste. Sustainability A key project objective is to provide modern, energy-efficient and sustainable housing units that limit new emissions and natural resource usage. To that end, the project incorporates a range of sustainability features, including solar photovoltaic panels on building roofs, cool roofs, electric vehicle charger ready garages, energy efficient fixtures and appliances, low-water use fixtures, construction waste reduction, low VOC materials, and both private and shared bicycle parking on site. The project landscaping and tree placement planting plan focuses on incorporation of native and drought tolerant species, with an anticipated tree planting plan that yields over 50% California native species. The project would result in a net increase in landscaped areas and pervious surface at buildout, reducing the heat island effect of the site which is currently improved with significant surface parking. Tree and plant species have additionally been selected to help create a high-quality habitat that will support biodiversity and bird populations. Item 12 Attachment G - Applicant’s Project Description        Item 12: Staff Report Pg. 139  Packet Pg. 581 of 1140  2100-2400 Geng Road | Project Description In recognition of the project site’s proximity to the San Francisquito Creek and Baylands Nature Preserve and Shoreline Park, the project design also incorporates lighting reduction design features to reduce the spillover of lighting or glare/increased luminance perceived by birds and other wildlife, all of which follow recommendations by the International Dark-Sky Association. Project Affordability & Density Bonus Law Relief The project includes 19 affordable for-sale units on-site (13% of the total units) that will be restricted to low-income households. This onsite affordability percentage meets the requirements of the Housing Accountability Act as amended by AB 1893 that went into effect as of January 1, 2025 (see Gov. Code Section 65589.5(h)(3)(C)(i)(II)). Under the Housing Accountability Act, as amended, the project is entitled to utilize this reduced affordability percentage, along with the other associated amendments to the Housing Accountability Act, because it meets the definition of a builder’s remedy project (see Gov. Code Section 65589.5(f)(7)(A)). The State Density Bonus Law applies to the Project because it is a housing development project that proposes to include a qualifying percentage of units onsite as affordable to low-income households. The project’s density of 145 units (approximately 13 dwelling units per acre) is within the 11 du/a minimum density and 20 du/a maximum density allowed under the applicable RM-20 zoning requirements, no bonus residential density is required. However, the project will utilize waivers or reductions of development standards and is also entitled to three incentives/concessions. One incentive/concession is provided under the State Density Bonus Law for projects proposing at least ten percent of total units for low-income households (see Gov. Code Section 65915(d)(2)), and two additional incentives/concessions are provided pursuant to the Housing Accountability Act as amended by AB 1893 (see Gov. Code Section 65589.5(f)(6)(C)). Density Bonus Waivers/Reductions Under the State Density Bonus law, the project is entitled to a waiver of all development standards that would physically preclude the development at the density permitted and with the concession(s) granted. The project is requesting the following waivers/reductions of development standards. The project reserves the right to identify additional waivers as the project advances through the entitlement process. Chapter 18.13 – RM-20 Development Standards 1. Maximum FAR (0.5:1) Waiver requested to exceed the maximum FAR allowance to achieve the proposed residential density, which is consistent with the applicable residential zoning density controls. Maintaining a 0.5 FAR would physically preclude the density of the project as proposed. Proposed project FAR is 1.0:1. 2. Height (30’ max.) Waiver requested to exceed the height allowance. The proposed height of each residential building is approximately +/- 42’ -2”. The proposed project uses compact footprints to achieve the proposed density, which requires additional height to accommodate the proposed project unit types and bedroom counts. Maintaining the 30’ height limit would physically preclude the density of the project as proposed. Item 12 Attachment G - Applicant’s Project Description        Item 12: Staff Report Pg. 140  Packet Pg. 582 of 1140  2100-2400 Geng Road | Project Description Chapter 18.24 – Contextual Design Criteria and Objective Design Standards 3. Mobility Infrastructure – Proximity to Primary Building Entry Under PAMC 18.24.020(b)(4)(A), micromobility infrastructure, such as locations to lock bicycles and scooters, shall be located within 30 feet of the primary building entry and/or a path leading to the primary building entry. This standard may be satisfied by existing infrastructure already located within 50 feet of the project site and located in the public right-of-way. Based on the project’s townhome unit type configurations, the project has one primary entry per unit, and providing bike racks within 30 feet of all entries would physically preclude the project as proposed. However, the project would provide bike racks in the community open space area, which is centrally located and accessible from all units. By providing the bike racks in a central location, the project meets the intent of the standard to provide bike racks in a convenient location that is easily accessible by all users and visitors. 4. Detached Unit Side Yards Under PAMC 18.24.040(b)(6)(A), each detached dwelling unit shall have at least one usable side yard, at least six feet wide, between the house and fence or other structure, to provide outdoor passage between the front and rear yards. Some of the project’s pull- apart townhomes have side yards of four feet. The project is requesting a waiver from this development regulation as increasing the side yard to six feet would physically preclude the project as proposed. Chapter 18.40 – General Standards and Exceptions 5. Height Limits on Rooftop Garden Fixtures Under PAMC 18.40.230, certain permanent fixtures on the rooftop may exceed applicable height limits, however, the Code provides that such fixtures “shall not intersect a plane measured at a forty-five-degree angle from the edge of the building starting at the rooftop garden surface sloping upward and inward toward the center of the property.” The project is requesting a waiver from the requirement as this would require the units to be much wider than currently planned and therefore would physically preclude the project as proposed. Chapter 21.20 – Subdivision Design 6. Private Street Width Requirement Under PAMC 21.20.240, private streets serving five or more lots are required to maintain a street width of thirty-two feet, whereas private streets serving four or less lots are required to maintain a street width of twenty-two feet. The project proposes a private street loop that will range in width from 26’ wide in certain areas to 35’ wide in other areas. The project is requesting a waiver from this PAMC 21.20.240 development regulation as increasing the streets and alleys to 32’ would reduce the allowable buildable area and thus Item 12 Attachment G - Applicant’s Project Description        Item 12: Staff Report Pg. 141  Packet Pg. 583 of 1140  2100-2400 Geng Road | Project Description physically preclude the project as proposed. The proposed onsite private street allows day to day traffic, service, and emergency vehicles. Incentives/Concessions The project is entitled to three concessions pursuant to State Density Bonus Law and AB 1893. Under the State Density Bonus law, the City can only deny a concession if it finds that it would not result in identifiable and actual cost reductions; would have an unmitigable/unavoidable specific, adverse impact on public health and safety or any real property listed on the California Register of Historical Resources; or would violate state or federal law. With respect to identifiable and actual cost reductions, applicants do not bear the burden to prove that incentives would result in actual cost reductions; rather, requested incentives are presumed to result in cost reductions, and local governments must either accept this presumption or make written findings based on substantial evidence to the contrary. At this time the project is requesting the following concession: Chapter 16.65.075 – Distribution of Affordable Units Under PAMC 16.65.075(a)(2), affordable units “shall be reasonably dispersed” within the residential project, with unit locations “comparable” to those of the market-rate units. Further, affordable units must have a comparable number of bedrooms to the market rate units. PAMC 16.65.075(a)(2) also allows for the Planning Director to approve clustering of BMR units within the residential project “when this furthers affordable housing opportunities.” The proposed site plan proposes larger, four-bedroom pull-apart townhouse and duplex units in the northern section of the site and smaller, three- and four-bedroom attached townhouse units in the balance of the site. The project’s 19 BMR units have been well distributed throughout the attached townhouse buildings and the BMR units have the same proportion of three and four bedroom units as the project as a whole. The project’s proposed BMR distribution plan is provided on Sheet A.7 of the plan sets and is intended to meet the City’s distribution standard. However, we understand that Planning staff have indicated that the BMR distribution as proposed may not meet its PAMC 16.65.075(a)(2) requirement. As a result, if staff ultimately determines that the proposed BMR distribution plan does not meet its PAMC 16.65.075(a)(2) standard, the project seeks a concession for this requirement. This request meets the State Density Bonus Law requirements for issuance of a concession, as further detailed below. The project development costs are significantly reduced by providing the required BMR units in the attached townhouse units, as opposed to the detached, pull-apart townhouse units. While the proposed BMR units in attached townhouses will have a proportional number of bedrooms as the market rate units, it would cost considerably more to build these BMR units as pull-apart, detached townhouses. Construction costs for the larger detached units are higher than for the attached units because the detached units require construction of more square feet of floor area and significantly more building envelope because they are fully detached. Additionally, the project relies on reasonable market returns in order to be financially feasible to construct. Because the pull-apart units will sell at a premium to the attached townhouse units, selling pull-apart units at BMR prices would significantly reduce the sales revenue relative to the proposed plan of selling attached townhouse units at BMR prices. This reduced sales revenue will directly reduce the financial viability of the project, resulting in a delayed financing process, Item 12 Attachment G - Applicant’s Project Description        Item 12: Staff Report Pg. 142  Packet Pg. 584 of 1140  2100-2400 Geng Road | Project Description additional construction cost escalation, and increased costs to deliver the on-site affordable housing. The project reserves the right to identify and utilize the available two additional incentives/concessions as the project advances through the entitlement process. Housing Inventory Site Status As described above, the project is comprised of two parcels. One of the parcels, APN 008-02-035 (~5 acres) is listed in the City’s 6th Cycle Housing Element as a Housing Inventory Site with a target yield of 175 units. The other parcel, APN 008-02-036 (~6 acres), is not listed as a Housing Inventory Site. The project is proposing to provide 145 units, which is below the target yield of 175 units for APN 008-02-035. Based on the information provided in the Housing Element, it is not clear how a determination of 175-unit yield for APN 008-02-035 was made; however, there are several reasons why the project is unable to meet the target unit yield and why the proposed 145 units is the appropriate density for the project site: • The project seeks to be consistent with the existing zoning density of 11 du/a – 20 du. Height, setback, lot coverage, and FAR maximums in the ROLM(E) district, pursuant to the RM-20 district standards that apply to residential development in the ROLM(E) district, limit density and development potential and thus limit the feasibility of achieving the target unit yield. While the project utilizes Density Bonus Law waivers to achieve relief from some of these standards, the project seeks to minimize deviations from these standards wherever possible. • An important design consideration for the project is to be sensitive to the context of the site and surrounding uses. The project is adjacent to low office buildings, the Baylands Athletic Center, and more generally is in the vicinity of San Francisquito Creek and the Baylands. Keeping the buildings to three stories in height ensures that the project maintains a context-sensitive design and minimizes visual impacts of the project. • A key goal of the project is to provide family sized units, including on-site BMR family sized units, to help meet the needs of the residents of Palo Alto. One consequence of providing larger units is that the project ends up providing fewer units in the same amount of development area. • Achieving a unit yield of 175 units on just a five-acre portion of the site would require utilization of a construction typology that is far more expensive to build on a per square foot basis as compared to townhome construction costs. Because of this, a denser project that meets the Housing Element target unit yield would reduce the project’s financially feasibility, and thus be less likely to be financed and built than the proposed, lower density townhome project. By including on-site affordable units and offering a range of housing types, the project’s mixed- income units provide the "missing middle" housing needed by the Palo Alto community, offering new opportunities for home ownership, which will be a valuable addition to the housing fabric of Palo Alto. Item 12 Attachment G - Applicant’s Project Description        Item 12: Staff Report Pg. 143  Packet Pg. 585 of 1140  If you need assistance reviewing the above documents, please contact the Project Planner or call the Planner-on-Duty at 650-617-3117 or email planner@paloalto.gov Project Plans In order to reduce paper consumption, a limited number of hard copy project plans are provided to Council members for their review. The same plans are available to the public, at all hours of the day, via the following online resources. Environmental Document An Initial Study (IS) Checklist (CEQA Guidelines Section 15183 Exemption) to determine consistency with the Environmental Impact Report (EIR) (State Clearinghouse [SCH] #2014052101) certified in 2017 (“2017 EIR”) for the City of Palo Alto’s 2030 Comprehensive Plan was prepared for the project. The environmental document is available at: https://www.paloalto.gov/Departments/Planning- Development-Services/Current-Planning/Projects/2100-Geng-Road Directions to review project plans and environmental documents online: 1. Go to: bit.ly/PApendingprojects 2. Scroll down to find “2100 Geng Rd” and click the address link 3. On this project-specific webpage you will find a link to the project plans and other important information Direct Link to Project Webpage: https://www.paloalto.gov/Departments/Planning-Development-Services/Current- Planning/Projects/2100-Geng-Road Item 12 Attachment H - Project Plans and Environmental Review        Item 12: Staff Report Pg. 144  Packet Pg. 586 of 1140  City Council Staff Report From: City Manager Report Type: ACTION ITEMS Lead Department: Planning and Development Services Meeting Date: March 16, 2026 Report #:2510-5277 TITLE PUBLIC HEARING / QUASI-JUDICIAL. 4075 El Camino Way [23PLN-00202]: Adoption of an Amendment to a Planned Community Ordinance (PC-5116) to Allow for Modifications to an Existing 121-Unit Assisted Living and Memory Care Facility. CEQA Status: Exempt from the Provisions of the California Environmental Quality Act (CEQA) in Accordance with CEQA Guidelines Section 15301 (Modifications to Existing Facilities). RECOMMENDATION Staff recommend the City Council take the following actions: 1. Find the project exempt from CEQA in accordance with CEQA Guidelines Section 15301; 2. Adopt the ordinance in Attachment B, amending Planned Community Ordinance 5116; and 3. Approve the Record of Land Use Action in Attachment C based on findings and subject to conditions of approval. EXECUTIVE SUMMARY The applicant requests approval of an amendment to Planned Community Ordinance 5116 to allow for the addition of 11 assisted living units at the existing Palo Alto Commons Assisted Living Facility located at 4075 El Camino Way. Council previously reviewed a 16-unit proposal on May 5, 2025, and remanded the project to the Planning and Transportation Commission (PTC) for further consideration, recommending specific changes including a reduction in the number of units to between 11 and 13 units. The PTC reviewed a revised project that included 13 units, and recommended approval, with the recommendation that the project be reduced to add only seven units to the existing facility. In response to the PTC review, the applicant has revised the project to propose an 11-unit addition. Additional items requested by Council and the PTC have also been addressed or otherwise included in the conditions of approval, as appropriate. These modifications help to Item 13 Item 13 Staff Report        Item 13: Staff Report Pg. 1  Packet Pg. 587 of 1140  address some of the adjacent neighborhood residents’ expressed concerns related to privacy and operations. Therefore, staff recommend approval of the revised project, as currently proposed, and consistent with Council’s motion to explore an 11- to 13-unit project. Adjacent residents have commented extensively on the proposed project throughout the process, as summarized below. BACKGROUND Palo Alto Commons, a 121-unit Assisted Living facility, was originally approved in 1987 as a Planned Community (PC) project under Ordinance 3775. In 2011, the Avant Independent Senior Living building was added through Ordinance 5116, which incorporated Ordinance 3775 by reference.1 Previous Council Review On May 5, 2025,2 Council considered a proposed PC Amendment for a 16-unit addition with 172 square feet of additional support space. At the public hearing, 35 members of the public provided comments. Council continued the hearing for further deliberation to May 27, 2025. At this meeting, Council discussed prioritizing enforcement of the TDM plan (Attachment G), repairing the relationship between Palo Alto Commons and the neighborhood, and considering the PTC recommendation. Council made the following motion: Refer this project back to the Planning and Transportation Commission for a review of a project between 11 to 13 units that would eliminate the 3rd floor units adjacent to Wilkie Way backyards. The motion passed 4-3 (Councilmembers Reckdahl, Lauing, and Stone dissenting). Councilmembers Reckdahl and Lauing spoke to their dissent, indicating that they believe even the motion’s proposed reduction would not sufficiently address neighbor concerns. Mayor Stone spoke to his dissent, indicating that he did not want to lengthen the review process and supported a previous motion that did not pass, which would have approved a project consistent with the PTC’s initial recommendation of seven additional units. PTC Review Following the Council hearing, the applicant revised the project to include the addition of 13 units instead of the previously proposed 16 units. PTC held a public hearing to consider the 1 Ordinance 3775: https://recordsportal.paloalto.gov/WebLink/DocView.aspx? id=44592&dbid=0&repo=PaloAlto; Ordinance 5116: https://recordsportal.paloalto.gov/WebLink/ DocView.aspx?id=47759&dbid=0&repo=PaloAlto 2 May 5, 2025 Council report: https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=6085&dbid=0&repo=PaloAlto Item 13 Item 13 Staff Report Item 13: Staff Report Pg. 2 Packet Pg. 588 of 1140  revised design on September 24, 2025.5 At the hearing, several commissioners continued to express concerns, consistent with their prior motion, that the revised design did not sufficiently address impacts to neighboring residents. The PTC recommended approval of the project, with the proposed conditions, and with the following modifications: Allow the addition of only seven units (units labeled 1-4 and 9-11), consistent with their December 2024 recommendation. To not allow the proposed 172 square feet of ground floor office spaces. Require annual monitoring of conditions and public benefits, specifically including Section 3D of the original PC Ordinance 3775 (including an annual report of occupancy, vacancy status, number and age of occupants, number of employees, residents and employees who would use parking spaces and a copy of a renewal license for residential care facility). Strike the language in Section 3, Finding 2, that referred to the old benefits from the original PC (specifically regarding bus improvements and prior payment benefits). Add a condition of approval that staff must park on-site, or off-site in private/paid parking and arrive by shuttle if spaces are not available (during construction and after as necessary to prevent spillover parking in the neighborhood). Include an appendix to the TDM plan that incorporates the proposed Parking Plan which may include specific requirements such as a valet with operating hours, and a plan to provide 986 parking spaces at all times, on-site or off-site with consequences for non- compliance. ANALYSIS 5 September 24, 2025 PTC report: https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=7677&dbid=0&repo=PaloAlto 6 The reference to 98 spaces appears to have been an error as the intent was to require all of the parking spaces on site to remain and be available at all times. There are 97 existing spaces on site, 96 of which were required under the existing planned community zone district. The proposed ordinance reflects a requirement to maintain all 97 parking spaces. Item 13 Item 13 Staff Report        Item 13: Staff Report Pg. 3  Packet Pg. 589 of 1140  from the PTC’s recommendation based on Council’s express direction to return with an 11 to 13 unit project. However, Council in its discretion may choose to support a reduced project, consistent with the PTC’s motion, or move forward with additional modifications, or denial based on specific findings. Response to Prior Feedback Reduce the number of proposed units to 11, consisting of one new third-floor unit facing internally toward the Avant (and not Wilkie Way), seven new second-floor units, and three new first-floor units; Eliminate the previously proposed 172 square feet of office space; Respond to neighbor’s expressed concerns regarding parking on residential streets by identifying a designated location for van parking when the facility’s van is not in use and by clearing three additional spaces on site to provide a total of 97 on-site parking spaces, one more than the 96 required in accordance with the existing PC; Include the required annual report in accordance with existing PC requirements (Attachment D) and implement commuter benefits as part of a Transportation Demand Management (TDM) plan; and Respond to neighbor comments regarding the color scheme by revising the façade facing neighboring properties to green, while maintaining the ARB-recommended blue, cream, and gray color scheme on the remaining building elevations. Item 13 Item 13 Staff Report        Item 13: Staff Report Pg. 4  Packet Pg. 590 of 1140  Parking and Transportation Demand Management Plan On a recent site inspection, staff observed 94 usable spaces, and three spaces that were blocked off as storage areas and were therefore unusable. Although three parking spaces in the garage were unavailable, the number of available spaces was only two fewer than the 96 required spaces per the existing PC (41 spaces for The Avant and 55 spaces for Palo Alto Commons). Materials being stored in the three additional parking spaces have since been moved to accommodate a total of 97 on-site parking spaces. The proposed ordinance has been updated to require the applicant to maintain these 97 parking spaces on site. Table 1: Palo Alto Commons and The Avant Parking Required by PAMC 18.52 Required by PC 3775 and PC 5116 Observed Useable Spaces Palo Alto Commons 54 spaces 55 spaces 54 spaces The Avant 33 spaces 41 spaces 40 spaces Note: ADA spaces were not counted twice for the purpose of this table. Staff also observed that the valet service was operational, consistent with the proposed parking plan, and parking spaces were available in both garages, including on both sides of the Palo Alto Commons gate. The applicant states the valet is available between 8:30 a.m. and 4:30 p.m. Monday through Friday. The applicant has noted that these hours were intentionally designated to support peak activity periods, when residents, family members, healthcare providers, and guests are most frequently arriving and departing. Shuttle Van Parking Palo Alto Commons owns a shuttle van used to provide rides to its residents. The van did not have a designated location to park on site. Palo Alto Commons has now arranged to park the van at the Congregation Etz Chayim at 4161 Alma, approximately one mile from the site. While this is less desirable than an on-site location, the van does not fit into a standard parking space and there was not a feasible option on site to park the van without reducing parking or removing a tree. The van was observed at this off-site location as a part of the inspection and fit into the parking space on that site. As of 2023, Congregation Etz Chayim has 130 parking spaces, 120 of which are required under the PAMC, therefore, allowing the use of one space for this van would be allowed. Condition of approval #14 has been added to require recordation of a shared parking agreement to ensure that this off-site space remains available for the van. When the van is on-site it is in active use and would load allow passengers to load in the designated non-red-curbed area near the site entrance. Construction Logistics Plan As a condition of approval, a construction logistics plan is required to handle construction staging and related impacts. The construction logistics plan is expected to provide a parking Item 13 Item 13 Staff Report        Item 13: Staff Report Pg. 5  Packet Pg. 591 of 1140  plan for construction-related equipment and vehicles in addition to other standard requirements such as deliveries, materials storage, and other items that may impact surrounding neighbors, including dust and noise mitigation. The Public Works Engineering standard condition of approval is included in the Record of Land Use Action and has been modified to Council and PTC’s additional concerns regarding employee parking during construction. While the applicant has not yet provided the construction logistics plan, they have indicated that they have already started discussions with their general contractor to identify a nearby off-site location for construction staging to ensure that on-site parking remains available for the ongoing operational use of the site, such as employee parking. FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT Item 13 Item 13 Staff Report        Item 13: Staff Report Pg. 6  Packet Pg. 592 of 1140  ENVIRONMENTAL REVIEW The subject project has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. The City, acting as the lead agency, has determined that the project is exempt from CEQA in accordance with CEQA Guidelines Section 15301 (existing facilities). Attachment F summarizes the project’s eligibility for a Class 1 exemption and why none of the exceptions to the exemptions apply to this project. ATTACHMENTS Attachment A: Location Map Attachment B: 4075 El Camino Ordinance Attachment C: Draft Record of Land Use Action Attachment D: Applicant Project Description Letter and Annual Report Attachment E: Zoning Comparison Attachment F: Public Comments Attachment G: Project Plans, TDM Plan, and Environmental Documents APPROVED BY: Jonathan Lait, Planning and Development Services Director Item 13 Item 13 Staff Report        Item 13: Staff Report Pg. 7  Packet Pg. 593 of 1140  Palo Alto 4075 El Camino Way PC-5116 Attachment A 4075 El Camino Way Location Zoning Map 0.17 () 0.35 0.7 Miles Item 13 Attachment A - Location Map        Item 13: Staff Report Pg. 8  Packet Pg. 594 of 1140  Item 13 Attachment A - Location Map        Item 13: Staff Report Pg. 9  Packet Pg. 595 of 1140  *** NOT YET APPROVED *** 0160182_20260304_ay16 1 Ordinance No. ____ Ordinance of the Council of the City of Palo Alto Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Amend PC Planned Community Zone (PC-5116) to Allow an Addition to an Existing Senior Assisted Living Facility The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Findings and Declarations. The City Council finds and declares as follows: A. On March 21, 2011, the City Council adopted Ordinance No. 5116, creating PC Planned Community 5116. B. On August 9, 2023, Irwin Partner Architects on Behalf of Wellquest Living submitted an application for an Ordinance Amending Planned Community Zone District 5116 (PC-5116) to allow a 16-Unit addition and 172 square feet of support space to an existing 121-unit Assisted Living and Memory Care Facility (the “Project”) at 4041 and 4075 El Camino Way (the “Subject Property”). C. Following Staff Review, the Planning and Transportation Commission (“PTC”) reviewed the project on February 28, 2024 and June 12, 2024 and recommended the project to the Architectural Review Board. D. The Architectural Review Board reviewed the project on July 18, 2024 and October 17, 2024; and recommended approval of the project to the City Council. E. The PTC reviewed the project on December 11, 2024 and moved to advance the project to Council, recommending approval of only the seven units which do not face Wilkie Way and denial of the nine units and ground floor office space which faces towards the neighborhood. The motion also recommended returning the Transportation Demand Management plan to the PTC for approval, revising the Findings to reflect the PTC’s recommendation, and removing consideration of past public benefits from the PC Ordinance. F. The City Council reviewed the project on May 5, 2025 and May 27, 2025 and moved to refer the project back to the PTC with direction that the project be reduced to 11 to 13 units, eliminating third floor units facing Wilkie Way. G. The PTC reviewed the project again on September 24, 2025 and recommended approval of the project with additional revisions. H. Approval of the Planned Community Project would constitute a project under the provisions of the California Environmental Quality Act of 1970, together with related state and local implementation guidelines promulgated thereunder (“CEQA”). Item 13 Attachment B - 4075 El Camino Ordinance        Item 13: Staff Report Pg. 10  Packet Pg. 596 of 1140  *** NOT YET APPROVED *** 0160182_20260304_ay16 2 I. The City is the Lead Agency pursuant to Public Resources Code section 21067 as it has the principal responsibility to approve and regulate the Planned Community Project. J. The City, in compliance with CEQA, determined the project to be Categorically Exempt from CEQA per Section 15301 of the CEQA Guidelines (Existing Facilities). K. The Council is the decision-making body for approval of the Planned Community Project. L. The site is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow the proposed development. Specifically, the project modifies an existing Planned Community Project (PC 5116) and includes 11 additional units, beyond the 121 units approved in ordinance 5116, and associated modifications to the development plan in accordance with this change. M. Development of the site under the provisions of the PC planned community district will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section 6 of this ordinance. N. The use or uses permitted, and the site development regulations applicable within the district are consistent with the Palo Alto Comprehensive plan, and compatible with existing and potential uses on adjoining sites or within the general vicinity. SECTION 2. Amendment of Zoning Map. Section 18.08.040 of the Palo Alto Municipal Code, the “Zoning Map,” is hereby amended by changing the zoning of the property formerly zoned as PC Planned Community Zone 5116 from PC Planned Community Zone 5116 to “PC Planned Community Zone _____”. SECTION 3. Project Description. The Project as a whole is described in the Development Plan titled “PALO ALTO COMMONS Wellquest Living” and uploaded to the Palo Alto Online Permitting Services Citizen Portal on October 16, 2025. The Development Plan and approved supplemental materials and conditions included as part of Ordinance 5116 and Ordinance 3775 are incorporated into this ordinance by reference. With respect to the Subject Property, the Project comprises the uses included in this Ordinance, depicted on the Development Plans, incorporated by reference, including the following components: (a) Modifications to an existing 121-unit assisted living and memory care facility, approved as part of PC Planned Community 5116. The additions would include construction of 11 additional assisted living units (approximately 3,958 square feet). SECTION 4. Land Uses. (a) The following land uses shall be permitted: 1. Senior Housing; 2. Eating and Drinking Services for use by residents, employees, and their guests; Item 13 Attachment B - 4075 El Camino Ordinance        Item 13: Staff Report Pg. 11  Packet Pg. 597 of 1140  *** NOT YET APPROVED *** 0160182_20260304_ay16 3 3. Personal Services for use by residents, employees, and their guests; 4. Retail Services for use by residents, employees, and their guests; 5. Recreational Facilities for use by residents, employees, and their guests; 6. Administrative Offices for administration of Palo Alto Commons; 7. Medical care for residents as is customarily associated with senior assisted living facilities; and 8. Accessory Uses. SECTION 5. Site Development Regulations and Development Schedule. (a) Development Standards: Development standards for the Subject Property shall be those conforming to the Development Plan. (b) Parking and Loading Requirements: The Owner shall provide parking and loading as set forth in the Development Plan and Parking Management Plan, entitled “Parking Study & Parking Management Plan for Palo Alto Commons at 4075 El Camino Way in Palo Alto, California,” uploaded to Accela on April 9, 2025. The existing 97 spaces on the property shall be maintained and the Owner shall implement all modifications to the Parking Management Plan required by the Record of Land Use Action for the Project (RLUA No. 2025-XX). (c) Modifications to the Development Plan, Land Uses and Site Development Regulations: Once the Project has been constructed consistent with the approved Development Plan, any modifications to the exterior design of the Development Plan or any new construction not specifically permitted by the Development Plan or the site development regulations contained in Section 5 (a) – (b) above shall require an amendment to this Planned Community zone. Any use not specifically permitted by this ordinance shall require an amendment to the PC ordinance. (d) Development Schedule: The Project is required to include a Development Schedule pursuant to PAMC §18.38.100. The approved Development Schedule is set forth in the Applicant Project Description Letter, and anticipates commencing in April 2025 and concluding in October 2026. Construction of the project shall commence within two years of the effective date of this ordinance. Prior to expiration of this timeline, the Owner may seek a one year extension from the Director of Planning and Development Services. Item 13 Attachment B - 4075 El Camino Ordinance        Item 13: Staff Report Pg. 12  Packet Pg. 598 of 1140  *** NOT YET APPROVED *** 0160182_20260304_ay16 4 SECTION 6. Public Benefits. (a) Public Benefits: Development of the Project Site under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. The public benefit provided by the Project is providing a safe place for Palo Alto residents and other seniors to age and making improvements to the existing facility to expand and improve these services. (b) Monitoring of Conditions and Public Benefits: The Applicant shall be responsible for reimbursing the City for all costs incurred in connection with annual compliance inspections and any code enforcement–related activities associated with this approval that occur outside of the annual review process. Such reimbursement shall be provided either through the placement of a deposit or by payment on a time-and-materials basis, as determined by the Director of Planning and Development Services, in accordance with the Palo Alto Municipal Fee Schedule in effect at the time the costs are incurred. If conditions or benefits are found deficient by staff, the applicant shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Development Services will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. SECTION 7. Environmental Review. The project would not result in a substantial expansion of the current use and is therefore eligible for a categorical exemption from CEQA under Section 15301 of the CEQA Guidelines (Existing Facilities). // // // // // // // // Item 13 Attachment B - 4075 El Camino Ordinance        Item 13: Staff Report Pg. 13  Packet Pg. 599 of 1140  *** NOT YET APPROVED *** 0160182_20260304_ay16 5 SECTION 8. Effective Date. This ordinance shall be effective on the thirty-first day after the date of its adoption (second reading). INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Assistant City Attorney City Manager ____________________________ Director of Planning and Development Services Item 13 Attachment B - 4075 El Camino Ordinance        Item 13: Staff Report Pg. 14  Packet Pg. 600 of 1140  Page 1 of 11 0160184_20260226_ay16 9 5 3 4 APPROVAL NO. 2026-____ On March 16, 2026, the City Council of the City of Palo Alto (“City Council”) adopted Ordinance ____ approving an amendment to Planned Community (PC) 5116 to allow a 11-Unit addition to an existing 121 unit Assisted Living and Memory Care Facility (Palo Alto Commons). In approving the application, the Council makes the following findings, determination and declarations: SECTION 1. Background. A. Irwin Partner Architects on Behalf of Wellquest Living Requests Approval of an Ordinance Amending Planned Community Zone District 5116 (PC-5116) to allow an 11-Unit addition to an existing 121-unit Assisted Living and Memory Care Facility. (“The Project”). B. The Project site is located on a 110,642 sf (2.54-acre) site on APN 132-43-177 located at 4075 El Camino Way. The Site is designated on the Comprehensive Plan Land Use Map with a split land- use designation of Multi-family and Community Neighborhood and is Zoned Planned Community 5116. C. On August 7, 2023 City Council conducted a prescreening review of the proposed legislative actions in accordance with PAMC 18.79. D. On February 28, 2024 Planning and Transportation Commission (PTC) reviewed the project held a duly noticed public hearing and recommended the project return to the PTC. On June 12, 2024 the PTC held a duly noticed public hearing and recommended that the applicant submit the proposed plans to the Architectural Review Board based on the conceptual design and proposed project in accordance with the Planned Community Rezoning process set forth in 18.38. E. Following PTC and staff review, on July 18, 2024 the ARB held a public hearing to review the project design and recommend modifications in accordance with the ARB findings for approval. On October 17, 2024 ARB held a duly noticed public hearing and recommended approval. F. On December 11, 2024 PTC held a duly noticed public hearing and recommended approval of only the seven units which do not face Wilkie Way, and to recommend denial of the other nine units and ground floor office space which faces towards the neighborhood. G. On May 5, 2025, City Council held a duly noticed public hearing, at which evidence was presented and all persons were afforded an opportunity to be heard in accordance with the Palo Alto Municipal Code and the Council’s Policies and Procedures. After hearing public testimony, the Council continued the meeting to a date uncertain. On May 27, 2025, the Council voted to refer this project back to the Planning and Transportation Commission for a review of a project between 11 to 13 units that would eliminate the 3rd floor units adjacent to Wilkie Way backyards. H. On September 24, 2025 PTC held a duly noticed public hearing and recommended approval of only the seven units, which do not face Wilkie Way, and recommended additional conditions of approval. Item 13 Attachment C - Draft Record of Land Use Action        Item 13: Staff Report Pg. 15  Packet Pg. 601 of 1140  Page 2 of 11 0160184_20260226_ay16 9 5 3 4 I. On March 16, 2026, City Council held a duly noticed public hearing, at which evidence was presented and all persons were afforded an opportunity to be heard in accordance with the Palo Alto Municipal Code and the Council’s Policies and Procedures. After hearing public testimony, the Council voted to _________the project subject to the conditions set forth in Section 6 of this Record of Land Use Action. Finding #1: The site is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow the proposed development. The project is consistent with Finding #1 because: Finding #2: Development of the site under the provisions of the PC planned community district will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. In making the findings required by this section, the planning commission and city council, as appropriate, shall specifically cite the public benefits expected to result from use of the planned community district. The project is consistent with Finding #2 because: Finding #3: The use or uses permitted, and the site development regulations applicable within the district shall be consistent with the Palo Alto Comprehensive Plan, and shall be compatible with existing and potential uses on adjoining sites or within the general vicinity. The project is consistent with Finding #3 because: Item 13 Attachment C - Draft Record of Land Use Action        Item 13: Staff Report Pg. 16  Packet Pg. 602 of 1140  Page 3 of 11 0160184_20260226_ay16 9 5 3 4 building, and other surrounding uses are currently mostly one- to two-story single-family houses, as well as condominiums and the Goodwill store. The character of the neighborhood will remain the same, and improvements are being made to privacy landscaping bordering the single-family neighborhood. SECTION 4. Architectural Review Findings Finding #1: The design is consistent with applicable provisions of the Palo Alto Comprehensive Plan, Zoning Code, coordinated area plans (including compatibility requirements), and any relevant design guides. The project is consistent with Finding #1 because: In conformance with the following Comp Plan Goals and Policies, the project will include high quality design compatible with surrounding development. Comp Plan Goals and Policies How project adheres or does not adhere to Comp Plan The Comprehensive Plan land use designation for the site is a split land use that includes both Multiple Family Residential and Neighborhood Commercial. The project maintains the existing use of Assisted Living. Land Use Element Policy L-1.3 Infill development in the urban service area should be compatible with its surroundings and the overall scale and character of the city to ensure a compact, efficient development pattern. This project proposes to expand an existing facility, in a manner that is compatible with the neighborhood and will improve the services provided. Policy L-2.11 Encourage new development and redevelopment to incorporate greenery and natural features such as green rooftops, pocket parks, plazas and rain gardens. As a part of the project, landscaping is being improved to provide better privacy and more greenery. Policy L-6.1 Promote high-quality design and site planning that is compatible with surrounding development and public spaces. The proposed building additions will meet the high-quality standards of the Architectural Review Board. Policy L-6.7 Where possible, avoid abrupt changes in scale and density between residential and non-residential areas and between residential areas of different densities. To promote compatibility and gradual transitions between land uses, place zoning district boundaries at mid-block locations rather than along streets wherever possible. The proposed addition does not add additional height to the building, which borders a single- family residential neighborhood. The new windows are proposed with privacy measures and privacy landscaping is being added to and/or maintained. Policy L-6.8 Support existing regulations that preserve exposure to natural light for single family residences. The proposed addition complies with the R-1 side yard daylight plane that was initially applied to the existing building and adopted in PC Ordinance 3775. A shadow study was prepared that showed Item 13 Attachment C - Draft Record of Land Use Action        Item 13: Staff Report Pg. 17  Packet Pg. 603 of 1140  Page 4 of 11 0160184_20260226_ay16 9 5 3 4 the increases in shadows as a result of the addition would be minimal. Transportation Element Policy T-1.2 Collaborate with Palo Alto employers and business owners to develop, implement and expand comprehensive programs like the TMA to reduce single-occupant vehicle commute trips, including through incentives. In keeping with this policy and the related policy programs, a TDM plan will reduce the number of single-occupant vehicle employee trips. Policy T-5.11 Work to protect residential areas from parking impacts of nearby businesses and uses, recognizing that fully addressing some existing intrusions may take time. The proposed TDM plan and parking plan are expected to minimize parking impacts of Palo Alto Commons on the nearby neighborhood. As an amendment to a Planned Community, adoption of the zoning ordinance to allow for the proposed modifications to the development, and specifically the total number of units would ensure that the project is in compliance with the zoning ordinance in accordance with the provisions set forth in the municipal code. No other design guidelines or documents apply to this location. Finding #2: The project has a unified and coherent design, that: a. creates an internal sense of order and desirable environment for occupants, visitors, and the general community, b. preserves, respects and integrates existing natural features that contribute positively to the site and the historic character including historic resources of the area when relevant, c. is consistent with the context-based design criteria of the applicable zone district, d. provides harmonious transitions in scale, mass and character to adjacent land uses and land use designations, e. enhances living conditions on the site (if it includes residential uses) and in adjacent residential areas. The project is consistent with Finding #2 because: This project balances adding new units to the existing building, while making improvements to the existing operations. The new TDM plan will improve parking and vehicle circulation for occupants, visitors, and staff. The proposed addition is consistent with the existing height and existing PC daylight plane, which combined with new landscaping and privacy measures for new windows, will maintain an appropriate mass and character adjacent to the residential neighborhood. The new assisted living and memory care units will provide an important service to seniors in the community. Finding #3: The design is of high aesthetic quality, using high quality, integrated materials and appropriate construction techniques, and incorporating textures, colors, and other details that are compatible with and enhance the surrounding area. The project is consistent with Finding #3 because: The project proposes horizontal siding in a variety of colors, including gray, blue, and khaki, with brown awnings, and white railings. This palette is appropriate for a residential building, and the variety of colors helps break up the massing. The change from white trim to brown trim helps to visually minimize the height, while white emphasizes it. Existing balcony railings will remain, and balcony awnings will be Item 13 Attachment C - Draft Record of Land Use Action        Item 13: Staff Report Pg. 18  Packet Pg. 604 of 1140  Page 5 of 11 0160184_20260226_ay16 9 5 3 4 replaced in the new color scheme. New sloped roof area will also add visual interest and enhance the residential feel. The corners will be finished in a manner that meets the requirements of the Architectural Review Board. Finding #4: The design is functional, allowing for ease and safety of pedestrian and bicycle traffic and providing for elements that support the building’s necessary operations (e.g. convenient vehicle access to property and utilities, appropriate arrangement and amount of open space and integrated signage, if applicable, etc.). The project is consistent with Finding #4 because: Finding #5: The landscape design complements and enhances the building design and its surroundings, is appropriate to the site’s functions, and utilizes to the extent practical, regional indigenous drought resistant plant material capable of providing desirable habitat that can be appropriately maintained. The project is consistent with Finding #5 because: Finding #6: The project incorporates design principles that achieve sustainability in areas related to energy efficiency, water conservation, building materials, landscaping, and site planning. The project is consistent with Finding #6 because: Item 13 Attachment C - Draft Record of Land Use Action        Item 13: Staff Report Pg. 19  Packet Pg. 605 of 1140  Page 6 of 11 0160184_20260226_ay16 9 5 3 4 SECTION 6. Conditions of Approval. PLANNING DIVISION 1. CONFORMANCE WITH PLANS: Construction and development shall conform to the approved plans entitled, " Palo Alto Commons, Wellquest Living, 4075 El Camino Way, Palo Alto, CA 94306” uploaded to the Palo Alto Online Permitting Services Citizen Portal on October 16, 2025, as modified by these conditions of approval. 2. CONFORMANCE WITH PLANNED COMMUNITY ORDINANCE. Operation of the project shall comply with the approved plans described in Condition 1, the PC Ordinance adopted as a part of the rezoning approval, and the conditions of approval herein. a. Prior to the issuance of a building permit, the Applicant shall place a deposit with the City in an amount determined by the Director of Planning and Development Services to cover anticipated costs of annual compliance inspections and any code enforcement- related activities associated with this approval (not to exceed $3,000.00). The Applicant shall reimburse the City for all actual costs incurred on a time-and-materials basis in accordance with the Palo Alto Municipal Fee Schedule in effect at the time the costs are incurred. 3. BUILDING PERMIT: Apply for a building permit and meet any and all conditions as contained in this document. Project plans submitted for Building permits shall incorporate the following changes: a. Prior to building permit issuance, plans shall be revised to demonstrate a minimum of 97 unobstructed on-site parking spaces, consistent with the PC Ordinance requirement. 4. BUILDING PERMIT PLAN SET: A copy of this record of land use action shall be printed on the second page of the plans submitted for building permit. 5. PROJECT MODIFICATIONS: All modifications to the approved project shall be submitted in writing to the Director of Planning and Development Services for review and approval prior to implementation. It is the Applicant's responsibility to clearly identify and describe all proposed changes. No work reflecting a modification shall commence until written approval is received. 6. LANDSCAPE PLAN. Plantings shall be installed in accordance with the approved plan set and shall be permanently maintained and replaced as necessary. a. The screening landscaping is developed in concert with neighbor preferences and Architectural Review findings. No screening landscaping shall be altered without approval from the Director of Planning and Development Services. 7. NOISE THRESHOLDS ON RESIDENTIAL PROPERTY. In accordance with PAMC Section 9.10.030, No person shall produce, suffer or allow to be produced by any machine, animal or device, or any combination of same, on commercial property, a noise level more than eight dB above the local ambient at any point outside of the property plane. All noise producing equipment shall be located outside of required setbacks. Item 13 Attachment C - Draft Record of Land Use Action        Item 13: Staff Report Pg. 20  Packet Pg. 606 of 1140  Page 7 of 11 0160184_20260226_ay16 9 5 3 4 8. OPEN AIR LOUDSPEAKERS (AMPLIFIED MUSIC). In accordance with PAMC Section 9.12, no amplified music shall be used for producing sound in or upon any open area, to which the public has access, between the hours of 11:00pm and one hour after sunrise. 9. SIGN APPROVAL NEEDED. No signs are approved at this time. All signs shall conform to the requirements of Title 16.20 of the Palo Alto Municipal Code (Sign Code) and shall be subject to approval by the Director of Planning. 10. TRASH ROOM. The trash room shall be used solely for the temporary storage of refuse and recycling that is disposed on a regular basis and shall be closed and locked during non-business hours. 11. REFUSE. All trash areas shall be effectively screened from view and covered and maintained in an orderly state to prevent water from entering into the garbage container. No outdoor storage is allowed/permitted unless designated on the approved plan set. Trash areas shall be maintained in a manner to discourage illegal dumping. 12. UTILITY LOCATIONS. In no case shall utilities be placed in a location that requires equipment and/or bollards to encroach into a required parking space. In no case shall a pipeline be placed within 10 feet of a proposed tree and/or tree designated to remain. 13. SHARED PARKING AGREEMENT. Prior to building permit issuance, the Applicant shall submit evidence of a recorded shared parking agreement between WellQuest Living, Congregation Etz Chayim (4161 Alma Street), St. Andrew's Methodist Church (4111 Alma Street), and the City of Palo Alto. The agreement shall, at minimum, specify: (a) the hours and days during which the Palo Alto Commons van may park on Congregation Etz Chayim property; (b) any conditions or limitations on use; and (c) a process for amendment or termination. If the Applicant is unable to execute such an agreement with the third-party property owners, the Applicant shall notify the Director of Planning and Development Services and propose an alternative parking arrangement for the van subject to Director approval. 14. ESTIMATED IMPACT FEE: Development Impact Fees, currently estimated in the amount of $221,554.18 shall be paid prior to the issuance of the related building permit. Fees are subject to change per annual Municipal Fee Schedule. 15. IMPACT FEE 90-DAY PROTEST PERIOD. California Government Code Section 66020 provides that a project applicant who desires to protest the fees, dedications, reservations, or other exactions imposed on a development project must initiate the protest at the time the development project is approved or conditionally approved or within ninety (90) days after the date that fees, dedications, reservations or exactions are imposed on the Project. Additionally, procedural requirements for protesting these development fees, dedications, reservations and exactions are set forth in Government Code Section 66020. IF YOU FAIL TO INITIATE A PROTEST WITHIN THE 90-DAY PERIOD OR FOLLOW THE PROTEST PROCEDURES DESCRIBED IN GOVERNMENT CODE SECTION 66020, YOU WILL BE BARRED FROM CHALLENGING THE VALIDITY OR Item 13 Attachment C - Draft Record of Land Use Action        Item 13: Staff Report Pg. 21  Packet Pg. 607 of 1140  Page 8 of 11 0160184_20260226_ay16 9 5 3 4 REASONABLENESS OF THE FEES, DEDICATIONS, RESERVATIONS, AND EXACTIONS. If these requirements constitute fees, taxes, assessments, dedications, reservations, or other exactions as specified in Government Code Sections 66020(a) or 66021, this is to provide notification that, as of the date of this notice, the 90-day period has begun in which you may protest these requirements. This matter is subject to the California Code of Civil Procedures (CCP) Section 1094.5; the time by which judicial review must be sought is governed by CCP Section 1094.6. BUILDING PUBLIC WORKS ZERO WASTE Item 13 Attachment C - Draft Record of Land Use Action        Item 13: Staff Report Pg. 22  Packet Pg. 608 of 1140  Page 9 of 11 0160184_20260226_ay16 9 5 3 4 22. Ensure the refuse staging area can house three - 4 cubic yard bins plus three - 96 gallon carts. Please show bins and carts to scale in the staging area. 23. Refuse truck pull-out spot shall contain signage notifying tenants and other users that parking is not allowed during trash pickup days. 24. The following comments below are part of the Palo Alto Municipality Code. If your scope of work includes internal and external bins then cut-sheets for the color-coded internal and external containers, related color-coded millwork, and its colored signage must be included in the building plans prior to receiving approval from Zero Waste. Please see below for more details. As per Palo Alto Municipal Code 5.20.108 the site is required to have color-coded refuse containers, related color-coded millwork, and colored signage. The three refuse containers shall include recycle (blue container), compost (green container), and garbage (black container). Applicant shall present on the plan the locations and quantity of both (any) internal and external refuse containers, its millwork, along with the signage. This requirement applies to any external or internal refuse containers located in common areas such as entrances, conference rooms, open space, lobby, garage, mail room, gym, and etc. except for restrooms, copy area, and mother’s room. Millwork to store the color-coded refuse containers must have a minimum of four inches in height worth of color-coding, wrapping around the full width of the millwork. Signage must be color coded with photos or illustrations of commonly discarded items. Restrooms must have a green compost container for paper towels and an optional black landfill container if applicable. Copy area must have either a recycle bin only or all three refuse receptacles (green compost, blue recycle, and black landfill container). Mother’s room must minimally have a green compost container and black landfill container. Please refer to PAMC 5.20.108 and the Internal Container Guide. Examples of appropriate signage can be found in the Managing Zero Waste at Your Business Guide. Electronic copies of these signage can be found on the Zero Waste Palo Alto’s website, https://www.cityofpaloalto.org/Departments/Public-Works/Zero-Waste/What-Goes- Where/Toolkit#section-2 and hard copies can be requested from the waste hauler, Greenwaste of Palo Alto, (650) 493-4894. PUBLIC WORKS ENGINEERING 25. LOGISTICS PLAN: Prior to the issuance of a building permit, the Applicant shall submit a construction logistics plan to the satisfaction of the Director of Planning and Development Services and the Director of Public Works. The plan shall address all impacts to the public and include, at a minimum: work hours, noticing of affected businesses, bus stop relocations, construction signage, dust control, noise control, stormwater pollution prevention, job trailer location, contractors' parking, truck routes, staging areas, concrete pours, crane lifts, scaffolding, materials storage, pedestrian safety, and traffic control. All truck routes shall conform to the City of Palo Alto's Trucks and Truck Route Ordinance, Chapter 10.48, and the applicable route map. Some elements of the construction logistics plan may require a separate encroachment permit, which shall be obtained prior to commencement of the applicable work. The plan shall also include: a. A staging plan identifying whether any existing parking areas will be impacted by the staging of materials, vehicles, or equipment. Item 13 Attachment C - Draft Record of Land Use Action        Item 13: Staff Report Pg. 23  Packet Pg. 609 of 1140  Page 10 of 11 0160184_20260226_ay16 9 5 3 4 b. An alternative parking plan identifying off-site parking spaces available to employees during construction, along with any proposed shuttle or transportation arrangements to prevent parking spillover into the adjacent residential neighborhood. TRANSPORTATION 26. TDM PROGRAM AND ANNUAL REPORTING REQUIREMENT: The applicant shall abide by the Transportation Demand Management (TDM) plan, entitled “Palo Alto Commons 4075 El Camino Way Transportation Demand Management Plan” uploaded to Accela on April 9, 2025, or as modified, to the satisfaction of the Chief Transportation Official. The TDM plan includes measures and programs to achieve a reduction in single-occupancy vehicle trips to the site by a minimum of 20%, in conformance with the City’s Comprehensive Plan. The TDM plan includes an annual monitoring plan to document mode split and trips to the project site. The TDM annual report shall be submitted to the Chief Transportation Official, beginning one year from the date of Ordinance approval. Monitoring and reporting requirements may be revised in the future if the minimum reduction is not achieved through the measures and programs initially implemented. Projects that do not achieve the required reduction may be subject to daily penalties as set forth in the City’s fee schedule. The parking plan, as modified by condition of approval 27, shall be included as an appendix to the Final TDM plan and resubmitted to the City prior to the approval of the building permit. 27. PARKING PLAN: The applicant shall abide by the Parking plan, entitled “Parking Study & Parking Management Plan for Palo Alto Commons at 4075 El Camino Way in Palo Alto, California” uploaded to Accela on April 9, 2025, or as modified, to the satisfaction of the Chief Transportation Official. This document shall also be included as an appendix to the TDM plan. Prior to Building Permit issuance, the parking plan shall be revised to include the following: a. Update the description of the on-site valet parking to include hours of operation. b. Include a statement that employees are asked not to park in the adjacent neighborhood, and a reference to the commuter benefits provided per the TDM plan. c. Consistently refer to the total number of parking spaces as 97. d. Ensure the parking spaces are available at all times, including during construction. Consider providing temporary off-site parking and shuttle service. URBAN FORESTRY The following conditions and/or standard Municipal Code requirements are provided for supplemental guidance, recommendation and/or best practices. Any applicable items shall be addressed prior to any future related permit application such as a Building Permit, Excavation and Grading Permit, Certificate of Compliance, Street Work Permit, Encroachment Permit, etc. 28.Show outline of tree protection fencing in a boxed off dashed line for tree to be protected as specified in the consulting Arborist report. Item 13 Attachment C - Draft Record of Land Use Action        Item 13: Staff Report Pg. 24  Packet Pg. 610 of 1140  Page 11 of 11 0160184_20260226_ay16 9 5 3 4 29.The owner and contractor shall implement all protection and inspection schedule measures, design recommendations and construction scheduling as stated in the TPR and/or Sheet T-1, and is subject to code compliance action pursuant to PAMC 8.10.080. The required protective fencing shall remain in place until final landscaping and inspection of the project. If called for, project arborist approval must be obtained and documented in the monthly activity report sent to the City. When required, the Contractor and Arborist Monthly Tree Activity Report shall be sent monthly to the City (pwps@cityofpaloalto.org) beginning with the initial verification approval, using the template in the Tree Technical Manual, Addendum 11. 30. Revisions and/or changes to plans before or during construction shall be reviewed and responded to by the (a) project site arborist, or (b) landscape architect with written letter of acceptance before submitting the revision to the Building Department for review by Planning, PW or Urban Forestry. 31. Tree Damage, Injury Mitigation and Inspections apply to Contractor. Reporting, injury mitigation measures and arborist inspection schedule (1-5) apply pursuant to TTM, Section 2.20-2.30. Contractor shall be responsible for the repair or replacement of any publicly owned or protected trees that are damaged during the course of construction, pursuant to Title 8 of the Palo Alto Municipal Code, and city Tree Technical Manual, Section 2.25. 32.The following general tree preservation measures apply to all trees to be retained: No storage of material, topsoil, vehicles or equipment shall be permitted within the tree enclosure area. The ground under and around the tree canopy area shall not be altered. Trees to be retained shall be irrigated, aerated and maintained as necessary to ensure survival. 33. Prior to any site work, contractor must call Derek Sproat at 650-496-6985 to schedule an inspection of any required protective fencing. The fencing shall contain required warning sign and remain in place until final inspection of the project. 34. Any approved grading, digging or trenching beneath a tree canopy shall be performed using ‘air- spade’ method as a preference, with manual hand shovel as a backup. For utility trenching, including sewer line, roots exposed with diameter of 1.5 inches and greater shall remain intact and not be damaged. If directional boring method is used to tunnel beneath roots, then Table 2-1, Trenching and Tunneling Distance, shall be printed on the final plans to be implemented by Contractor. // // // // // Item 13 Attachment C - Draft Record of Land Use Action        Item 13: Staff Report Pg. 25  Packet Pg. 611 of 1140  Page 12 of 11 0160184_20260226_ay16 9 5 3 4 // INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: _________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED AS TO CONTENT: ___________________________ ___________________________ Assistant City Attorney City Manager ___________________________ Director of Planning and Development Services Item 13 Attachment C - Draft Record of Land Use Action        Item 13: Staff Report Pg. 26  Packet Pg. 612 of 1140  245 Fischer Ave., Suite B2, Costa Mesa, California 92626 W: ipaoc.com CA: 714-557-2448 TX: 713-805-9097 Palo Alto Commons, 4075 El Camino Way, Palo Alto CA 94306 Project Description Scope of Work: New additions to an existing assisted living and memory care facility that had consisted of 121 units. The addition would include 11 additional units. (7 studios and 4 1-bed rooms). 5 units will be assisted living units, and 6 units will be memory care units. Assisted living consists of residential care for the elderly that needs day to day assistance. Memory care consists of residential care for the elderly with memory disorders. The proposed total of units would be 132 units for the Palo Alto Commons and 176 including the Avant building. The Avant building is an independent senior living facility located on the same property. Existing and Proposed Uses: Existing use to remain. Facility will remain an assisted living and memory care facility. Purpose of Proposed Changes: To allow an increase in the unit count. Existing has 121 Units. Proposed will have 132 Units. Design Intent: Existing design to remain. Additions will reflect the existing design. Existing height and daylighting plane are being maintained. The building is being designed to minimize privacy impacts. A new color scheme is being proposed to refreshen the appearance of the building. Materials, colors, and construction methods: Existing materials (wood siding) to remain. Colors are proposed to be updated. Front and sides: Siding colors – Silver Springs, Heather, and Frozen Lake Railing Color – Precious Pearls Trim Color – Renwick Brown Rear Siding colors – Gardening Railing Color – Precious Pearls Trim Color – Renwick Brown Item 13 Attachment D - Applicant Project Description Letter and Annual Report        Item 13: Staff Report Pg. 27  Packet Pg. 613 of 1140  245 Fischer Ave., Suite B2, Costa Mesa, California 92626 W: ipaoc.com CA: 714-557-2448 TX: 713-805-9097 Landscaping: Existing landscape to remain. No trees are expected to be removed. In addition, 8 trees will be added to help block the views of the additions from the neighboring residents. 6 of those trees will be evergreens and 2 will be deciduous. Lighting: Existing lighting to remain, except for the lighting that will need to be replaced to make room for the enlarged trash enclosure. A new light will be attached to the new trash enclosure. Transportation: A TDM is being implemented to improve circulation and parking conditions. Construction Schedule: Estimated construction commencement: 6/1/20256 Demolition: 6/1/2026 - 11/1/2026 Site Preparation: 10/1/2026 – 11/31/2026 Grading/Excavation: 11/31/2026 – 3/1/2027 Trenching/Foundation: 11/31/2026 – 3/1/2027 Building – Exterior: 11/1/2026 - 11/1/2027 Building – Interior/Architectural Coating: 5/1/2027 - 12/31/2027 Paving: 11/1/2027 - 12/1/2027 Estimated completion: 12/31/2027 Item 13 Attachment D - Applicant Project Description Letter and Annual Report        Item 13: Staff Report Pg. 28  Packet Pg. 614 of 1140  185 South State Street Suite 1300 Salt Lake City, UT 84111 City of Palo Alto October 14, 2025 Attention: Director of Planning Updated Dec. 9, 2025 & Development Services 250 Hamilton Ave Palo Alto, CA 94301 RE: Palo Alto Commons 4075 El Camino Real, Palo Alto, Ca 94306 Annual Reporting Requirement per Ord. 3775 To Whom it May Concern: Please see the following information, as required by PC Ordinance 3775, dated 10.26.87, Section D. Annual Report: 1. Current occupancy: 94 Assisted Living, 41 Memory Care. Total 135 residents. Per Emily Kallas Request: Update as follows: As of December, The Avant has 50 residents occupancy with a total of 45 apartments (only two apartments vacancy). Palo Alto Commons has a 132 residents occupancy with a total of 136 apartments (with 7 apartment vacancy). 2. Total number of employees: 176 Employees (161 full time, 16 part time) 3. Number of staff who use onsite parking spaces: • Total 96 Parking spaces onsite  53 spaces within Palo Alto Commons  43 spaces within the Avant  21 ungated spaces available from Commons and Avant  13 Residents currently using parking • Employees are able to use onsite parking for each shift: approximately 69 employees at busiest AM shift. 4. Staff who use public transportation, carpool: • 10 Carpool drivers • 12 carpool passengers, dropped off • 12 public transportation • 1 bike 5. Copy of our license is attached. Copy of PC ordinance 3775 below. This satisfies the annual reporting requirement for 2025. Please advise of anything additional is required. Item 13 Attachment D - Applicant Project Description Letter and Annual Report        Item 13: Staff Report Pg. 29  Packet Pg. 615 of 1140  Wellquest Living, LLC Sincerely, Charlene Kussner Representative of Management Company, WellQuest Living. Item 13 Attachment D - Applicant Project Description Letter and Annual Report        Item 13: Staff Report Pg. 30  Packet Pg. 616 of 1140  6 1 4 8 ATTACHMENT E ZONING COMPARISON TABLE 4075 El Camino Way, 23PLN-00202 Table 1: COMPARISON WITH EXISTING PCs (5116 AND 3775)(1) Exclusively Non-residential Development Standards Regulation Existing (PC 5116 and PC 3775)Proposed Site Area, width and depth 110,642 sf Irregularly shaped 110,642 sf Irregularly shaped Minimum Front Yard (El Camino Way) 14.5 ft 14.5 ft Rear Yard (Closest to Wilkie Way) 10 ft 10 ft Interior Side Yards N/A left 8 ft other sides N/A left 8 ft other sides 6 ft at proposed addition Street Side Yard (W. Meadow Drive) 20 ft 20 ft Build-to-lines Approximately 7.5 ft (2.3%) built to front setback Approx. 7.5 ft plus 2 corners (8.2%) built to street side setback No change, complies Max. Site Coverage 47.4% (52,470 sf)48.4% (53,496 sf) Max. Building Height 32 ft 5 in 32 ft 5 in New addition max height 21 ft 6 in for second floor, 28 ft for third floor Max. Floor Area Ratio (FAR)0.43:1 (47,500 sf) Independent Senior Living (The Avant) 0.76:1 (83,511 sf) Assisted Living (Palo Alto Commons) 1.18:1 (131,011 sf) total 0.43:1 (47,500 sf) Independent Senior Living (The Avant) 0.82:1 (87,473 sf) Assisted Living (Palo Alto Commons) 1.22:1 (134,973 sf) total Daylight Plane for lot lines abutting one or more residential zone districts other than an RM-40 or PC Zone (2) Complies Complies (1) PC 3775 is for Palo Alto Commons, PC 5116 is for The Avant. (2) The initial height and slope shall be identical to those of the most restrictive residential zone abutting the site line in question. Item 13 Attachment E - Zoning Comparison        Item 13: Staff Report Pg. 31  Packet Pg. 617 of 1140  6 1 4 8 Table 2: CONFORMANCE WITH CHAPTER 18.38.150 SPECIAL REQUIREMENTS FOR PC Requirement when Adjacent to RE, R-1, R-2, RM or applicable PC district Proposed (b) The maximum height within 150 feet of any RE, R-1, R- 2, RMD, RM, or applicable PC district shall be 35 feet Complies, 32’6” height existing and to be maintained. (c) A minimum interior yard of 10 feet shall be required, and a solid wall or fence between 5 and 8 feet in height shall be constructed and maintained along the common site line. Complies, 10 foot setback for the building, 7 ft fence on property line. (d) A minimum street-side or front yard of 10 feet shall be required. For housing projects, the minimum yard requirement shall be at least as restrictive as the yard requirements of the most restrictive residential district opposite such site line. The minimum yard shall be planted and maintained as a landscaped screen, excluding areas required for access to the site. Complies, change to front or streetside setbacks are proposed. (e) A maximum height established by a daylight plane beginning at a height of ten feet at the applicable side or rear site lines and increasing at a slope of three feet for each six feet of distance from the side or rear site lines until intersecting the height limit otherwise established for the PC district; for housing projects, the daylight planes may be identical to the daylight plane requirements of the most restrictive residential district abutting each such side or rear site line until intersecting the height limit otherwise established for the PC district. If the residential daylight plane, as allowed in this section, is selected, the setback regulations of the same adjoining residential district shall be imposed. Complies. The addition fits within the R-1 side daylight plane that was established for the existing PC. Table 3: PARKING CONFORMANCE WITH ZONING CODE Type Chapter 18.52 (For Reference Only) Existing PC Proposed Vehicle Parking 0.75 per Senior Housing Unit (33 spaces) 1 per 2.5 beds Assisted Living (57 spaces) 41 spaces Independent Senior Living (The Avant) 57 spaces Assisted Living (Palo Alto Commons) 41 spaces Independent Senior Living (The Avant) 57 spaces Assisted Living (Palo Alto Commons) Item 13 Attachment E - Zoning Comparison        Item 13: Staff Report Pg. 32  Packet Pg. 618 of 1140  6 1 4 8 Complies Bicycle Parking None per Senior Housing Unit 1 per 25 beds Assisted Living (2 LT) None 4 short term 2 long term Loading Space 1 loading space for 10,000-99,999 sf. 2 required for 100,000- 199,999 sf. None No change Item 13 Attachment E - Zoning Comparison        Item 13: Staff Report Pg. 33  Packet Pg. 619 of 1140  From:Ellen Hartog To:Council, City Subject:The Commons Date:Monday, December 22, 2025 9:19:38 AM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i From: Ellen Hartog <elh109@sbcglobal.net> Date: December 22, 2025 at 8:55:39 AM PST To: elh109@sbcglobal.net Subject: The Commons Dear honorable council members, I ask City Council to Approve only the 7 internal units as recommended by the Planning & Transportation Commission (PTC). As a long time resident I was here during the approval of the original construction and conditions of approval after huge negotiations with the neighborhood. We compromised on height and density at that time and finally agreed on the present configuration with conditions of approval this is the extent of the massing. Today they are requesting to undermine the neighborhood agreement. The existing situation has robbed light and air and this design further erodes fundamental rights of property owner’s light and air. This property is not a builders remedy and doesn’t contribute to the housing element. They simply want to destroy the quality of life for neighbors so to reap more money. They are an out of state franchise and have no game in being a part of the neighborhood. The seniors they are building units for have no idea how they impact us. They look into yards and light at night floods into the yards. The Commons has proved they are terrible neighbors parking on streets and under utilizing their own parking - This message needs your attention This is a personal email address. Mark Safe Report Powered by Mimecast Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 34  Packet Pg. 620 of 1140  I have a formal complaint with code enforcement and have yet to see any corrections since and continues to be very difficult to park with el Camino parking removed. Please Enforce the conditions of approval, including Transportation Demand Management (TDM), with real consequences. Upon City Council's request, PTC carefully reviewed the project and strengthened its recommendation (from 3-2 vote to 5-1) for only 7 units with additional conditions. Historical agreement (1986) promised no development on the Wilkie Way side; neighbors already compromised by allowing 7 Developer violating existing PC Ordinance and using parking spaces for construction equipment, parking in fire lanes, and causing overflow into nearby streets such as Wilkie The Commons are in non-compliance. Why do we expect them to be in compliance with their proposed expansion? Developer ignored Council’s direction to remove all third-floor units when the project was sent back to PTC. Parking and safety problems are serious and will worsen, with the recent loss of parking on El Camino and planned removal on El Camino Way Rooms cost $15K per month, and the owner, FJ Management, is a large national corporation that can afford to build only 7 units or expand on the El Camino Way side instead. Bottom line: 7 internal units is the maximum reasonable compromise. Anything more increases safety risks, parking problems, and breaks past agreements. Please do not approve the Commons further destroying the neighborhood for a few more units Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 35  Packet Pg. 621 of 1140  that ought to be built where there is space in front yard. This solution further destroys property values for the entire street, people’s lives and quality they already compromised so much. The units are not affordable and should have an environmental impact report done because we can not trust them. For instance parking is not enough and the shadow study show shadows stop on property lines, it’s not accurately portraying the reality. A proper environmental report should be necessary. Thank you for your time and consideration. Ellen Hartog Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 36  Packet Pg. 622 of 1140  From:Natacha Telusca To:Council, City Subject:Palo Alto Commons Date:Monday, December 22, 2025 3:47:12 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear Council Members We respectfully ask City Council to: Uphold the Planning & Transportation Commission’s recommendation Only Approve the 7 internal units Please reject all external units and office space adjacent to the R-1 neighborhood Please Adopt and enforce the PTC’s recommended conditions of approval, including TDM requirements with consequences for noncompliance Thank your for your consideration Natacha Telusca Sent from my iPhone This message needs your attention This is a personal email address. This is their first email to your company. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 37  Packet Pg. 623 of 1140  From:Penny Brennan To:Council, City Cc:Kallas, Emily Subject:Palo Alto Commons: 7 internal units max + enforceable contingencies Date:Monday, December 22, 2025 10:26:36 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear City Council, The Palo Alto Commons has historically broken its 1986 promises to its Wilkie Way neighbors and by breaking them has significantly diminished the quality of life of Wilkie Way residents, especially with regard to the invasiveness of the Palo Alto Commons into the backyards and interiors of Wilkie Way residents' homes, and the burden of excess traffic and over-parking of Wilkie Way by Palo Alto Commons employees, suppliers, and residents' visitors and service providers. Palo Alto Commons should be permitted a maximum of an additional 7 internal units to its complex and then only with enforceable contingencies that require Palo Alto Commons to live up to its current promises to minimize the negative impacts of 7 new iinternal units on its Wilkie Way neighbors, especially with respect to the traffic and parking problems it has created on Wilkie Way. At every meeting regarding the Palo Alto Commons proposal much is made of the need for more senior housing in Palo Alto. I note again that, although this need is quite real, Palo Alto Commons has always been and will continue to be housing for wealthy seniors. Over the years Palo Alto Commons has made no effort to provide affordable housing to Palo Alto elders who have modest-to-low incomes in the same way that, for example, Lytton Gardens has. Palo Alto Commons is generating huge profits that are flowing out of Palo Alto to benefit out-of-state, for-profit corporations. In my opinion, Palo Alto Commons provides no appreciable benefit to its local neighborhood and negligible benefit to the broader City of Palo Alto. Sincerely, This message needs your attention This is a personal email address. This is their first mail to some recipients. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 38  Packet Pg. 624 of 1140  Penny Brennan, PhD Ventura Neighborhood Palo Alto Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 39  Packet Pg. 625 of 1140  From:Kai Porter To:Council, City Cc:Kallas, Emily Subject:4075 El Camino Way - comments for 1/12/2026 City Council Mtg Date:Monday, December 22, 2025 8:00:14 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear Members of the City Council, I agree with the PTC vote for 7 internal residential units and opposition to any external units that face neighbors. I urge you to vote for the same. I have lived since 2005 at 4080 Wilkie Way. I do care about seniors and would like to see FJ Management, owner of Wellquest Living, to take care of seniors while following requirements for safety, traffic, and parking. I have given detailed comments about the failure to address parking and congestion meaningfully in its TDM plan update. I had urged the City to enforce existing requirements. Then after hearing concerns, FJ Management’s own buses and vans keep blocking fire access and handicapped spaces, it stores construction materials and equipment in spaces that are supposed to be for visitors, etc. So even if the plans on paper improved, actual compliance with plans is not happening now every day. I again urge you to work with the City’s code enforcement department and any others responsible for holding this company accountable for following basic requirements that protect the safety of its residents from fire hazards, allow parking for visitors, especially those with disabilities, and that can reduce impacts on the neighbors. Any new TDM should build in even more enforcement measures. How can any of us trust this company? If it earns $15,000 per month per unit, then surely it can afford to find solutions to these continuing problems. Only after FJ Management demonstrates compliance with even basic, simple legal requirements should you consider any expansion proposals. And if you do, then expansion should be limited to 7 interior units. Thank you for considering these comments. Sincerely, This message needs your attention This is a personal email address. This is their first email to your company. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 40  Packet Pg. 626 of 1140  Kai Porter Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 41  Packet Pg. 627 of 1140  Dear Members of the City Council I am writing to express my strong opposition to the proposed expansion of the Palo Alto Commons in its current form and respectfully request that City Council approve only the 7 internal units, with no external units or office space adjacent to the R-1 neighborhood, consistent with the Planning & Transportation Commission’s (PTC) recommendation. When this project last came before City Council, you directed the applicant to work with neighbors toward a compromise. After further review, the PTC returned with a strengthened recommendation, approved by a 5–1 vote, to approve the 7 internal units only, along with additional conditions of approval. I strongly support that recommendation and urge Council to uphold it. When this project first came before Council, the neighborhood overwhelmingly opposed any additional units, based on a clear and documented compromise made on the public record in 1986 that expressly agreed to no further development on the Wilkie Way side of the property. Despite this, neighbors repeatedly negotiated in good faith and ultimately accepted 7 internal units as a compromise. A neighborhood petition signed by over 100 individuals, including residents of The Avant and other WellQuest-managed properties, demonstrates broad, sustained opposition to any external expansion of the Commons. Since this project was first proposed, parking has already been removed from El Camino, an area the applicant previously stated should accommodate staff and visitor parking. Additionally, the City’s 2025 Bike and Pedestrian Transportation Plan proposes removing all parking on El Camino Way. Approving further expansion under these conditions will create a significant parking and safety crisis for the surrounding neighborhood. These concerns led the PTC to appropriately recommend Transportation Demand Management (TDM) measures with enforcement mechanisms for noncompliance, which I strongly support. Throughout this process, the applicant has demonstrated a pattern of inconsistent and bad-faith negotiation: ●An initial claim of reducing units from 18 to 16 was accomplished only by converting rooms into offices, without reducing building mass. ●At the May 27 City Council meeting, the applicant stated that any proposal with fewer than 16 units was financially infeasible. ●Subsequently, the applicant stated willingness to build 13 units, then 11 units, while continuing to assert that 7 units “do not pencil out.” I respectfully ask City Council to: ●Uphold the Planning & Transportation Commission’s recommendation ●Approve only the 7 internal units ●Reject all external units and office space adjacent to the R-1 neighborhood Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 42  Packet Pg. 628 of 1140  ●Adopt and enforce the PTC’s recommended conditions of approval, including TDM requirements with consequences for noncompliance This approach reflects the maximum compromise offered by the neighborhood, aligns with the PTC’s careful review, and avoids setting a dangerous precedent by relying on outdated municipal code provisions from the time of the original construction. Thank you for your time, consideration, and commitment to neighborhood safety, trust, and sound planning. Sincerely, Anne Mason Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 43  Packet Pg. 629 of 1140  From:James Porter To:Council, City; Kallas, Emily Subject:Comment for 1/12/26 City Council Agenda Topic: Palo Alto Commons Date:Monday, December 22, 2025 5:25:26 PM CAUTION: This email originated from outside of the organization. Be cautious of opening attachments andclicking on links. Dear City Council Members, I'm James Porter, 30 year resident of Palo Alto and 22 year resident of Wilkie Way. I'm writing to express my staunch opposition to the current expansion proposal for the Palo Alto Commons. As Palo Alto needs additional senior housing, I fully support the 7 unit expansion (with no 1st floor or exterior additions) that was approved twice (with increasing margins) by the Planning and Transportation Commission. 7 units allows for more senior care without crowding out the neighbors on Wilkie Way. When the Commons was approved in 1986, the developers had promised not to expand backwards and fill in the step back design which allows some natural light in the backyards. I appreciated the removal of the 3rd floor units but the new second floor units also fill in needed areas that could allow views of the sky and natural sunlight. Despite this broken promise, neighbors repeatedly negotiated in good faith and ultimately accepted 7 internal units as a compromise. The applicant, by contrast, refused to meaningfully engage or reduce the project until the final stages of review, despite repeated requests from both neighbors and the PTC. The earlier compromise of 13 units was actually made in the council meeting after community residents were told that the project wouldn't "pencil out" with less than 16 units. There is likely a good financial case for the 7 interior unit option. I also feel 7 is a great compromise given the parking and congestion impacts. Parking violations at the Commons are ongoing, well- documented, and acknowledged even in the applicant’s own consultant parking study. Please also note other arguments in the community petition that is part of the January meeting packet. I realize the Avant is a separate project but it is immediately adjacent to the Commons and serves seniors. Our neighbors and my family welcomed this expansion as it had adequate parking and did not go back on the promises made in 1986. Wilkie Way has done its part to host senior housing and care facilities. I respectfully ask City Council to: Uphold the Planning & Transportation Commission’s recommendation Approve only the 7 internal units Reject all external units and office space adjacent to the R-1 neighborhood Adopt and enforce the PTC’s recommended conditions of approval, including TDM requirements with consequences for noncompliance This approach reflects the maximum compromise offered by the neighborhood and aligns with the PTC’s careful review, Thank you for your consideration, James Porter 4080 Wilkie Way Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 44  Packet Pg. 630 of 1140  From:Jagdish Pamnani To:Council, City Cc:Kallas, Emily Subject:Palo Alto Commons Application Comment Date:Monday, December 22, 2025 4:28:29 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear Members of the City Council I am writing to express our strong opposition to the proposed expansion of the Palo Alto Commons in its current form and to respectfully request that City Council approve only the 7 internal units, with no external units or office space adjacent to the R-1 neighborhood, consistent with the Planning & Transportation Commission’s (PTC) recommendation. When this project last came before City Council, you directed the applicant to work with neighbors toward a compromise. After further review, the PTC returned with a strengthened recommendation, approved by a 5–1 vote, to approve the 7 internal units only, along with additional conditions of approval. We strongly support that recommendation and urge Council to uphold it. Neighborhood History and Good-Faith Compromise When this project first came before Council, the neighborhood overwhelmingly opposed any additional units, based on a clear and documented compromise made on the public record in 1986 that expressly agreed to no further development on the Wilkie Way side of the property. Despite this, neighbors repeatedly negotiated in good faith and ultimately accepted 7 internal units as a compromise. The applicant, by contrast, refused to meaningfully engage or reduce the project until the final stages of review, despite repeated requests from both neighbors and the PTC. A neighborhood petition signed by over 100 individuals (Attachment Q), including residents of The Avant and other WellQuest-managed properties, demonstrates broad, sustained opposition to any external expansion of the Commons. This message needs your attention This is a personal email address. This is their first email to your company. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 45  Packet Pg. 631 of 1140  Failure to Follow Council Direction Council sent the project back to the PTC with direction to remove third-floor units. However, the proposal that returned to the PTC did not fully remove those units. In addition, during this period, they started illegally parking their bus to block fire lanes. 38+ Years of Noncompliance with Planned Community Ordinance Since approval of its original Planned Community ordinance in 1987 (PC3775, Attachment A), the Commons has failed to comply with multiple conditions of approval. These violations have been raised repeatedly, including before City Council. While the Commons has acknowledged noncompliance, required data and corrective actions have still not been adequately submitted. Multiple code enforcement requests remain unresolved. Persistent Parking Violations and Safety Concerns Parking violations at the Commons are ongoing, well-documented, and acknowledged even in the applicant’s own consultant parking study. Recent and continuing issues include: Employees taking parking on South Wilkie Way so neighbours have to park 2 blocks down the street Blocking of fire access lanes with buses and vans (Attachment M, N) Misuse of handicap parking spaces (Attachment C) Equipment stored in visitor parking spaces (Attachment B, O) Parking in no-parking zones (Attachment D) Overflow parking onto public streets (Attachment E) Palo Alto Commons bus parked on Wilkie Way (Attachment G) Commons vehicles occupying visitor spaces (Attachment H) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 46  Packet Pg. 632 of 1140  Therapists and visitors directed by staff to park on Wilkie Way Inconsistent or absent valet service (Attachment J) These violations have continued even after being explicitly raised before both City Council and the PTC. As recently as December 2025, there are still violations (Attachment M, N, O). Reduced Parking and Future Impacts Since this project was first proposed, parking has already been removed from El Camino, an area the applicant previously stated should accommodate staff and visitor parking. Additionally, the City’s 2025 Bike and Pedestrian Transportation Plan proposes removing all parking on El Camino Way. Approving further expansion under these conditions will create a significant parking and safety crisis for the surrounding neighborhood. Attachment P shows how fully parked El Camino Way already is. These concerns led the PTC to appropriately recommend Transportation Demand Management (TDM) measures with enforcement mechanisms for noncompliance, which we strongly support. Pattern of Bad-Faith Negotiation Throughout this process, the applicant has demonstrated a pattern of inconsistent and bad- faith negotiation: An initial claim of reducing units from 18 to 16 was accomplished only by converting rooms into offices, without reducing building mass. At the May 27 City Council meeting, the applicant stated that any proposal with fewer than 16 units was financially infeasible. Subsequently, the applicant stated willingness to build 13 units, then 11 units, while continuing to assert that 7 units “do not pencil out.” These shifting positions undermine confidence in the applicant’s claims. Daylight Plane Violations Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 47  Packet Pg. 633 of 1140  As previously discussed, the proposed design continues to violate the daylight plane requirements under PAMC 18.38.150. The code specifies a 3/6 angle with a 10-foot setback for commercial developments. This project qualifies as commercial since it does not meet RHNA housing requirements. Even if it were considered housing, which we dispute, it would require a 20-foot setback at a 45º angle. The current design fails to comply with either standard. Our Request We respectfully ask City Council to: Uphold the Planning & Transportation Commission’s recommendation Approve only the 7 internal units Reject all external units and office space adjacent to the R-1 neighborhood Adopt and enforce the PTC’s recommended conditions of approval, including TDM requirements with consequences for noncompliance This approach reflects the maximum compromise offered by the neighborhood, aligns with the PTC’s careful review, and avoids setting a dangerous precedent by relying on outdated municipal code provisions from the time of the original construction. Thank you for your time, consideration, and commitment to neighborhood safety, trust, and sound planning. Sincerely, Jagdish Pamnani 4100 Wilkie Way Palo Alto, CA Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 48  Packet Pg. 634 of 1140  From:Lily Lee To:Council, City Cc:Kallas, Emily Subject:4075 El Camino Way - comments for 1/12/2026 City Council Mtg Date:Monday, December 22, 2025 4:22:07 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Members of the City Council, I have lived behind 4075 El Camino Way since 2003. We felt the 1987 PC created valuable senior services while creating a transition to residential zoning. Then in 2014, the Avant added 44 new units, which further impacted traffic, visual massing, and shadows for Wilkie Way neighbors. But we did not oppose that because it helps seniors. Today, however, in spite of original commitments, FJ Management, a $7 billion corporation, which owns Wellquest Living, has continued to pursue yet another expansion that betrays their original promise to the neighbors for stepdown constructions with smooth transition from residential to commercial and minimizing massing and density, as required by PAMC 18.16.090(b)(4) and 18.13.060(b)(2)(B). This City designated this project commercial, but it violates the commercial requirements for a 3/6 angle with 10-foot setback requirements (PAMC 18.38.150). Even if it could be considered residential, it does not meet the 20 ft set back and 45 degree angle requirements for that. FJ Management has also violated other requirements. It parks vehicles in fire lanes, stores supplies in visitor parking spaces, thus putting more pressure on neighborhood parking. The removal of parking spaces on El Camino Real to accommodate bike lines further exacerbates this problem. And it failed to submit decades of required annual reports to the city about residential preference. The City created requirements for the good of the community as a whole. If anyone can get exceptions any time they want, then businesses get preferential treatment, and developers no longer have a consistent level playing field, and the community changes in ways that can harm residents. FJ Management should comply with existing requirements, and the City should step up enforcement. Even after this neighborhood absorbed the 44 units at the Avant’s, I still support senior services, so I encourage you to vote to add 7 interior residential units. However, for the reasons above, please oppose 4 external units that face Wilkie Way Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 49  Packet Pg. 635 of 1140  backyards. Thank you, Lily Lee 4080 Wilkie Way Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 50  Packet Pg. 636 of 1140  From:James Cham To:Council, City Cc:Kallas, Emily Subject:Comments on Palo Alto Commons Proposal Date:Monday, December 22, 2025 3:51:08 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear Mayor and City Council Members, As a local resident, I am writing to ask the City Council to reject the developer’s 11-unit proposal for the Palo Alto Commons and instead approve only the seven internal units recommended by the Planning & Transportation Commission (PTC). My opposition is based on: - Ordinance Violations: The developer currently violates the existing PC Ordinance by using required parking for equipment and allowing parking in fire lanes, impacting the community around Wilkie Way. - Community Safety: With the loss of parking on El Camino Real and El Camino Way, our streets are at a breaking point. Further density threatens the safety of students who bike through this neighborhood to attend school. - Broken Agreements: There was a 1986 agreement that promised no development on the Wilkie Way side of this property. We have already compromised significantly by agreeing to 7 units. I have been surprised that the developers ignored the Council’s previous direction to remove third-floor units. The 7-unit plan is the maximum reasonable compromise. Anything more breaks past agreements and creates untenable safety risks for our community. The Palo Alto Commons has had a history of ignoring past agreements so I also request that the Council enforce strong conditions of approval, specifically a robust Transportation Demand Management (TDM) program with clear, enforceable consequences for non- compliance. Thank you for your time and for considering the safety and stability of our neighborhood. Sincerely, James Cham Wilkie Way, Palo Alto Resident This message needs your attention This is a personal email address. This is their first mail to some recipients. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 51  Packet Pg. 637 of 1140  From:Nia Porter To:Council, City; Kallas, Emily Subject:4075 El Camino Way 1/12 City Council Item Comments Date:Monday, December 22, 2025 3:45:22 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Members of the City Council, I have lived at 4080 Wilkie Way, behind 4075 El Camino Way, since 2007. I learned about the 1987 compromise. Because I support senior services, I therefore support the previous PTC vote to add 7 internal units. However, I do not support adding the 6 external units and 2 offices facing the backyards of me and my neighbors. These additions would increase traffic/parking, visual massing, shadows and other neighborhood problems. My family and I have met with FJ Management, owner of Wellquest Living, multiple times to express our concerns. They kept saying that they could not afford to reduce the residential units below 16. But they charge $15,000 per unit per month for “luxury” units. Only when faced at the City Council meeting in May 2025 with a vote to agree with the PTC did they suddenly talk about going from 16 to 13 backyard-facing residential units. Then they disregarded Council direction to remove 3rd floor units. Now they say they can do 11. These changes in position shows they were not completely honest before. Additionally, FJM is a $7 billion, for-profit company. The owner’s daughter, who runs the company, even said “do what’s best for the business, not what’s best for the family”. In these and other ways, this corporation has repeatedly shown that although they claim to listen, but they make minimal effort to respond meaningfully. I urge the City Council to affirm the PTC position to only approve 7 interior units. Sincerely, Nia Porter Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 52  Packet Pg. 638 of 1140  From:jennie chan To:Council, City Cc:Kallas, Emily Subject:Palo Alto Commons Comment, 1/12 City Council Meeting Date:Monday, December 22, 2025 3:32:14 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Council members, Please do not allow any unit to be built against the Wilkie home's backyards. The most important reason for my appeal is because that was what was promised to the Wilkie residents years ago. Wilkie residents have already made sacrifice when they made the initial compromise and in return the Common's agreed to the current building configuration. It would be very disappointing and unethical if the Common's were allowed to renege on their commitment. Another reason is parking issue caused by the Common's visitors and caretakers. Even though on paper the Commons appear to have enough parking space, in reality some of their parking spaces were either hard to reach or blocked, thus actual available parking space is a lot less, thus causing spill over to the Wilkie block, sometimes even as far as Maclane Street after the Common's told people not to park on Wilkie while the discussion is still on going. They need to be held accountable for providing sufficient real/usable parking spaces. In addition, the Common's have been out of compliance for the past many years on other issus, ignoring their legal obligations after they first built their building. They can not be trusted. The Commons have already profited when the Wilkie residences made the initial compromise , while the Wilkie residents suffered less sunlight in their backyard, less privacy and home value depreciation. It is not right to ask the Wilkie residences to extend their loss of sunlight, privacy and home value even further, while the Common's gain even more profit, breaking their initial commitment to the Wilkie residents. Sincerely, Jennie Chan Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 53  Packet Pg. 639 of 1140  From:jenny chen To:Council, City Cc:Burt, Patrick; Lythcott-Haims, Julie; Reckdahl, Keith; Stone, Greer; Stone, Greer; Veenker, Vicki; Kallas, Emily; Lu, George; Lauing, Ed Subject:The Palo Alto Commons project Date:Sunday, December 21, 2025 7:48:05 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Mayor and City Council Members, I am writing on behalf of Wilkie Way residents to respectfully but urgently ask the City Council to approve only the 7 internal units for The Commons project, as recommended by the Planning & Transportation Commission (PTC). Wilkie Way residents have acted in good faith, with empathy and compromise, even though the historical agreements are clear that no expansion toward the neighborhood should occur at all. In recognition of the need for senior housing and senior-serving facilities, neighbors agreed—reluctantly—to allow 7 internal units as a reasonable compromise. That compromise should be respected and treated as the absolute maximum. The current proposal relies on outdated 1987 daylight plane rules rather than today’s code. Allowing this would not only harm our neighborhood, but also set a dangerous precedent for future development citywide. The Commons promised decades ago that it would not expand toward Wilkie Way. Breaking that promise now erodes trust—not just with our neighborhood, but with the community as a whole. The developer’s shifting claims—from 16 units, to 13, to now asserting that 7 units are “infeasible”—further undermine confidence. This is especially concerning given that rooms reportedly rent for $15,000 per month, and the owner, FJ Management, is a large national corporation. They clearly have the financial capacity to limit expansion to 7 units or build on the El Camino Way side instead of further impacting Wilkie Way. Residents are already dealing with serious parking and safety issues, including blocked fire lanes, parking spillover onto Wilkie Way, and the loss of parking along El Camino. These impacts will only worsen if more units are added. The Commons is currently out of compliance, which raises serious concerns about whether any future conditions would actually be honored. Seven internal units are not a starting point—they are the end point. They represent the maximum compromise neighbors are willing to make, even though no additional units should be allowed under past agreements. Please hold the developer to today’s code, enforce strong conditions of approval (including meaningful TDM requirements), and honor the commitments made to this neighborhood. Thank you for standing up for community trust, public safety, and fair governance. Sincerely, Jenny Chen Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 54  Packet Pg. 640 of 1140  Wilkie Way Resident Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 55  Packet Pg. 641 of 1140  Dear Members of the City Council We are writing to express our strong opposition to the proposed expansion of the Palo Alto Commons in its current form and to respectfully request that City Council approve only the 7 internal units, with no external units or office space adjacent to the R-1 neighborhood, consistent with the Planning & Transportation Commission’s (PTC) recommendation. When this project last came before City Council, you directed the applicant to work with neighbors toward a compromise. After further review, the PTC returned with a strengthened recommendation, approved by a 5–1 vote, to approve the 7 internal units only, along with additional conditions of approval. We strongly support that recommendation and urge Council to uphold it. Neighborhood History and Good-Faith Compromise When this project first came before Council, the neighborhood overwhelmingly opposed any additional units, based on a clear and documented compromise made on the public record in 1986 that expressly agreed to no further development on the Wilkie Way side of the property. Despite this, neighbors repeatedly negotiated in good faith and ultimately accepted 7 internal units as a compromise. The applicant, by contrast, refused to meaningfully engage or reduce the project until the final stages of review, despite repeated requests from both neighbors and the PTC. A neighborhood petition signed by over 100 individuals (Attachment Q), including residents of The Avant and other WellQuest-managed properties, demonstrates broad, sustained opposition to any external expansion of the Commons. Failure to Follow Council Direction Council sent the project back to the PTC with direction to remove third-floor units. However, the proposal that returned to the PTC did not fully remove those units. In addition, during this period, they started illegally parking their bus to block fire lanes. 38+ Years of Noncompliance with Planned Community Ordinance Since approval of its original Planned Community ordinance in 1987 (PC3775, Attachment A), the Commons has failed to comply with multiple conditions of approval. These violations have been raised repeatedly, including before City Council. While the Commons has acknowledged noncompliance, required data and corrective actions have still not been adequately submitted. Multiple code enforcement requests remain unresolved. Persistent Parking Violations and Safety Concerns Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 56  Packet Pg. 642 of 1140  Parking violations at the Commons are ongoing, well-documented, and acknowledged even in the applicant’s own consultant parking study. Recent and continuing issues include: ● Blocking of fire access lanes with buses and vans (Attachment M, N) ● Misuse of handicap parking spaces (Attachment C) ● Equipment stored in visitor parking spaces (Attachment B, O) ● Parking in no-parking zones (Attachment D) ● Overflow parking onto public streets (Attachment E) ● Palo Alto Commons bus parked on Wilkie Way (Attachment G) ● Commons vehicles occupying visitor spaces (Attachment H) ● Staff parking in the surrounding neighborhood (Attachment I) ● Therapists and visitors directed by staff to park on Wilkie Way ● Inconsistent or absent valet service (Attachment J) These violations have continued even after being explicitly raised before both City Council and the PTC. As recently as December 2025, there are still violations (Attachment M, N, O). Reduced Parking and Future Impacts Since this project was first proposed, parking has already been removed from El Camino, an area the applicant previously stated should accommodate staff and visitor parking. Additionally, the City’s 2025 Bike and Pedestrian Transportation Plan proposes removing all parking on El Camino Way. Approving further expansion under these conditions will create a significant parking and safety crisis for the surrounding neighborhood. Attachment P shows how fully parked El Camino Way already is. These concerns led the PTC to appropriately recommend Transportation Demand Management (TDM) measures with enforcement mechanisms for noncompliance, which we strongly support. Pattern of Bad-Faith Negotiation Throughout this process, the applicant has demonstrated a pattern of inconsistent and bad-faith negotiation: ● An initial claim of reducing units from 18 to 16 was accomplished only by converting rooms into offices, without reducing building mass. ● At the May 27 City Council meeting, the applicant stated that any proposal with fewer than 16 units was financially infeasible. ● Subsequently, the applicant stated willingness to build 13 units, then 11 units, while continuing to assert that 7 units “do not pencil out.” These shifting positions undermine confidence in the applicant’s claims. Daylight Plane Violations Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 57  Packet Pg. 643 of 1140  As previously discussed, the proposed design continues to violate the daylight plane requirements under PAMC 18.38.150. The code specifies a 3/6 angle with a 10-foot setback for commercial developments. This project qualifies as commercial since it does not meet RHNA housing requirements. Even if it were considered housing, which we dispute, it would require a 20-foot setback at a 45º angle. The current design fails to comply with either standard. Our Request We respectfully ask City Council to: ● Uphold the Planning & Transportation Commission’s recommendation ● Approve only the 7 internal units ● Reject all external units and office space adjacent to the R-1 neighborhood ● Adopt and enforce the PTC’s recommended conditions of approval, including TDM requirements with consequences for noncompliance This approach reflects the maximum compromise offered by the neighborhood, aligns with the PTC’s careful review, and avoids setting a dangerous precedent by relying on outdated municipal code provisions from the time of the original construction. Thank you for your time, consideration, and commitment to neighborhood safety, trust, and sound planning. Sincerely, Jenny Chen 4072 Wilkie Way Palo Alto, CA Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 58  Packet Pg. 644 of 1140  ATTACHMENT A PC3775 (Original 1987 PC) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 59  Packet Pg. 645 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 60  Packet Pg. 646 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 61  Packet Pg. 647 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 62  Packet Pg. 648 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 63  Packet Pg. 649 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 64  Packet Pg. 650 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 65  Packet Pg. 651 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 66  Packet Pg. 652 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 67  Packet Pg. 653 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 68  Packet Pg. 654 of 1140  ATTACHMENT B Construction Equipment in Parking Spaces over Several Months Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 69  Packet Pg. 655 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 70  Packet Pg. 656 of 1140  ATTACHMENT C Cone Reserving Handicap Spot for Palo Alto Commons Bus Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 71  Packet Pg. 657 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 72  Packet Pg. 658 of 1140  ATTACHMENT D Palo Alto Commons Vehicles Illegally Parking Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 73  Packet Pg. 659 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 74  Packet Pg. 660 of 1140  ATTACHMENT E Illegal Street Parking from Overflow Visitor Parking Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 75  Packet Pg. 661 of 1140  Parking on El Camino Way on the right side is illegal and only occurs in front of the Palo Alto Commons. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 76  Packet Pg. 662 of 1140  ATTACHMENT F 1986/1987 Public Meeting Notes Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 77  Packet Pg. 663 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 78  Packet Pg. 664 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 79  Packet Pg. 665 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 80  Packet Pg. 666 of 1140  ATTACHMENT G Palo Alto Commons Bus on Wilkie Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 81  Packet Pg. 667 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 82  Packet Pg. 668 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 83  Packet Pg. 669 of 1140  Attachment H Palo Alto Commons Vehicles in Visitor Parking Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 84  Packet Pg. 670 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 85  Packet Pg. 671 of 1140  ATTACHMENT I Palo Alto Commons Staff in Neighborhood Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 86  Packet Pg. 672 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 87  Packet Pg. 673 of 1140  ATTACHMENT J Inconsistent Valet Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 88  Packet Pg. 674 of 1140  There is often no one at the valet stand. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 89  Packet Pg. 675 of 1140  There is often no valet at all. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 90  Packet Pg. 676 of 1140  ATTACHMENT K Avant Public Benefit (PC5116) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 91  Packet Pg. 677 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 92  Packet Pg. 678 of 1140  ATTACHMENT L Current Public Benefit (6/12/24 PTC Packet Page 182) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 93  Packet Pg. 679 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 94  Packet Pg. 680 of 1140  ATTACHMENT M Continued Illegal Bus Parking (September 2025) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 95  Packet Pg. 681 of 1140  Van in Fire Lane (August 2025) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 96  Packet Pg. 682 of 1140  Bus Blocking Fire Access Road (September 2025) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 97  Packet Pg. 683 of 1140  Bus in ADA Spot with Cones (September 2025) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 98  Packet Pg. 684 of 1140  ATTACHMENT N Continued Illegal Fire Lane Parking (December 2025) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 99  Packet Pg. 685 of 1140  Bus in Fire Access Road (September, October 2025) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 100  Packet Pg. 686 of 1140  Vehicles in Fire Access (October 2025) Palo Alto Commons construction vehicle sin fire lane Palo Alto Commons Bus in fire lane. It says “Do not block fire gate!” Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 101  Packet Pg. 687 of 1140  ATTACHMENT O Continued Illegal Parking Blocked by Items (December 2025) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 102  Packet Pg. 688 of 1140  Items Blocking Parking in Underground Garage (October, December 2025) October Photos December Photo Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 103  Packet Pg. 689 of 1140  ATTACHMENT P El Camino Way Full of Vehicles (December 2025) Only full of vehicles outside of Palo Alto Commons Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 104  Packet Pg. 690 of 1140  ATTACHMENT Q Signed Neighborhood Petition (Includes Avant Residents, 100+ residents) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 105  Packet Pg. 691 of 1140  Dear Chair Akin, Vice Chair Chang, and Members of the Planning Commission, We are writing to express our strong opposition to the proposed expansion of the Palo Alto Commons (the Commons) in its current form. This is now the fourth time the project has come before the Planning & Transportation Commission with only minimal changes, none of which address the fundamental issues that remain. The City Council directed the PTC to work with neighbors toward a compromise, and we continue to believe that the appropriate compromise is to allow the 7 internal units without the 9 external units and 2 offices. We are providing specific comments on this latest iteration, along with a previously submitted letter to the City Council (attached) that details our concerns more fully. Daylight Plane Violations The proposed design continues to violate the daylight plane requirements under PAMC 18.38.150. The code specifies a 3/6 angle with a 10-foot setback for commercial developments. This project qualifies as commercial since it does not meet RHNA housing requirements. Even if it were considered housing—which we dispute—it would require a 20-foot setback at a 45º angle. The current design fails to comply with either standard. In addition, allowing this project to rely on the outdated 1987 version of the Municipal Code rather than the current code sets a dangerous precedent. Such an interpretation could invite hundreds of projects citywide to claim the right to bypass present-day laws and Council policy. Staff has not fully presented Council with the significant legal consequences of this approach. Staff has suggested that a 10-foot setback with a 45º daylight plane angle would make the project “consistent,” but this interpretation is inconsistent with the plain reading of PAMC 18.38.150, which falls under “special requirements.” A project cannot be deemed consistent with municipal code while violating its special requirements. Additionally, the proposed massing conflicts with design standards regarding visual bulk and neighborhood character, violating PAMC 18.16.090(b)(4) and 18.13.060(b)(2)(B), which govern appropriate density transitions and context-sensitive design. There is still space on the front of the building facing El Camino Way to expand without having impacts on the neighbors that the Commons refuses to consider. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 106  Packet Pg. 692 of 1140  38+ Years of Noncompliance with PC Ordinance Since approval of its original PC ordinance in 1987 (PC3775), the Commons has failed to comply with its conditions. Even when these violations were raised before the City Council, the Commons acknowledged noncompliance but has still submitted the required data. Parking Violations and Safety Issues Parking violations have been persistent and well-documented, including in the consultant’s parking study. Recent issues include blocking fire access with buses and vans (Attachment M), misuse of handicap spaces, equipment stored in visitor spaces, and overflow parking onto public streets. Additional examples include: ● Visitor parking blocked with equipment (Attachment B) ● Misuse of handicap spaces (Attachment C) ● Parking in no-parking zones (Attachment D) ● Overflow onto public streets (Attachment E) ● Palo Alto Commons bus parked on Wilkie (Attachment G) ● Commons vehicles in visitor spaces (Attachment H) ● Commons staff parking in the neighborhood (Attachment I) ● Therapists and visitors directed to park on Wilkie by Commons staff ● Inconsistent valet services (Attachment J) Violation of Original Agreements with Neighbors In 1987, the Commons agreed—explicitly, as part of the PC process—to limit density and respect the surrounding R-1 neighborhood. The project was “downzoned to protect the neighbors from over-intrusion” and promised “comparable density and mass” with a “1-2-3 step-up closest to the property line.” The current proposal violates that promise. Further, while the developers initially claimed they could only build 16 units or none at all due to financial infeasibility, they later admitted 13 units were possible. With unit costs reportedly up to $15,000 per month, it is difficult to believe this project is not financially viable. The Commons is part of FJ Management, a for-profit corporation based in Utah that operates the largest truck stop chain in America. Their shifting claims reflect a continued pattern of misrepresentation and profit-driven motives. Bad Faith Negotiation Undermining Neighborhood Trust Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 107  Packet Pg. 693 of 1140  Throughout this process, the Commons has demonstrated a pattern of bad-faith negotiation. Initially, they stated they would reduce the number of units from 18 to 16 as a compromise. Instead of modifying the building’s massing, they simply converted two rooms into offices while maintaining the same overall structure. At the City Council meeting on May 27, the developers claimed that any proposal with fewer than 16 units “did not pencil out.” Yet, in an apparent effort to build more than 7 units, they later stated they would be willing to build 13 units. They maintain that 7 units are financially unfeasible. Given their inconsistent statements, it is difficult to take their claims at face value. Our Request We respectfully ask the Planning & Transportation Commission to recommend approval of only the 7 internal units, with no external units or office space adjacent to the R-1 neighborhood. This approach reflects both neighbor feedback and the PTC’s prior recommendation to Council, while avoiding the dangerous precedent of relying on outdated municipal code provisions from the time of the original construction. Sincerely, Janis Iourovitski Adrian Lee James Cham Jenny Chen Natalie Choo Lily Lee James Porter Kai Porter Nia Porter Jeffrey Shore Aaron Schultz Michael Ji Minami Sakakibara Tirumala Ranganath JP Napaa Jinmei Tian Yanfeng Wang Mingzhuo Pei Barry Katz Cathy Berwaldt Maegan Chew Mona He Bill Moss Andie Reed Magdalena Cabrera Mircha Panduru Zhengjun Pei Ellen Hartog Susan Kemp Simon Weng Mark Greenbaum Penny Brennan Bert Davies Heather Davies Bella Davies Shashank Divekar Brian Xu Rob Cassin Suchana Costa Natacha Yanling Wang Kaiwen Xu Daniel Pei Xuhao Xie Jennie Chan Pengyi Ji Guizhi You Zhiying Chen Yaofang Zhao Lucy Wu Devan Singh Batu Buyukbezci Edwin Ong Rebecca Sanders Mason Rodriguez Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 108  Packet Pg. 694 of 1140  Rand Jayashree Divekar Joanne So Maofeng Lan Esther Lan Hei Chu Lau Carol Gilbert Daniel Hansen DeAnna Hansen Julie Baskind Pearl Y Jagdish Pamnani Iravati Pamnani Eva Dobrov Carol Bly Anne Mason Andy Dobrov Jim Bly Garrett Chan Marty Douglas Zeb Burke-Conte Tim Pense Rowan Pense Gordon Pense Adalaide Pense Nikki Pense Tim Zhang Greyson Assa Nick Massie Jen Owens Alex Fu Freda Huang Eliot Jones Alex Cauthen Carly Davenport Nishanth Salinamakki Manas Khadka Austin Tang Jetta Chu Gabe Uribe Trent Edwards Peter Chatain Jonathan Victorino Kareem Hage-ali Paul de Supinski Amantina Rossi Syler Peralta-Ramos Celine Wang Yichen Zhou Devan Shanker Akanksha Sharan Catherine Zhang Eric Tang Tom Tang Ellen Huang Dear Mayor Lauing and Members of the City Council, I am writing to express my strong opposition to the proposed expansion of the Palo Alto Commons. This letter outlines serious concerns regarding ongoing code violations and patterns of irresponsible behavior that should be fully considered before any further action is taken. The issues outlined here speak not only to noncompliance with existing agreements, but also to a troubling disregard for neighborhood integrity and public trust. Illegal Behavior The Palo Alto Commons has a long history of failing to comply with city regulations and the terms of its original Planned Community (PC) ordinance approved in 1987 (PC-3775). These are not minor oversights—they are foundational requirements meant to safeguard the quality of life for nearby residents and ensure a fair, transparent relationship between developers and the City. Specific violations include: Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 109  Packet Pg. 695 of 1140  ● 38+ Years of PC Ordinance Violation: Since its original PC ordinance approved in 1987, the Palo Alto Commons has failed to comply with the requirements set out in the original PC (PC3775, Attachment A) in two fundamental ways. ○ Failure to Prioritize Palo Alto Residents: Section 3(a)(9) of the ordinance clearly states that preference must be given to residents of Palo Alto and their families. This measure was meant to ensure that our community benefits from the services and housing offered. Yet, there is no evidence that the Commons has made any pro-active effort to honor this stipulation in practice. ○ Lack of Required Annual Reporting: Section 3(d) mandates that the operator submit annual reports detailing occupancy levels, staffing patterns, and parking usage. This data is essential for monitoring compliance and assessing community impacts. These reports have not been submitted. ○ Insufficient Parking: Section 3(b)(2) requires a minimum of 55 on-site parking spaces. However, the most recent parking study indicates not all spaces are currently available. This ongoing shortfall directly affects neighborhood congestion and quality of life. ○ No enforcement: Even more troubling is that these violations have been documented in the staff report and in a filed complaint (#16747006), yet no enforcement action has been taken. This lack of accountability erodes public confidence in the City’s oversight mechanisms. ● Parking Violations: The Palo Alto Commons have committed numerous parking related violations: ○ Blocking Visitor Parking with Equipment (Attachment B): Construction and maintenance equipment often blocks designated visitor spaces, including those in the underground garage, further reducing accessibility. This occurred for several months. ○ Misuse of Handicap Spaces (Attachment C): The Commons’ shuttle routinely occupies handicap spots and reserves them with cones when not in use—an inappropriate and potentially unlawful practice. This has occurred for several months and continues to occur. ○ Parking in No Parking Zones (Attachment D): The shuttle van is frequently seen parked in zones marked for no parking. This behavior, noted even in the parking study, indicates a disregard for basic parking laws. ○ Overflow onto Public Streets (Attachment E): The facility’s lack of adequate parking has forced employees and visitors to park illegally across the street on El Camino Way. Only the Palo Alto Commons has Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 110  Packet Pg. 696 of 1140  illegal parking in front of it. This is also incredibly dangerous for bikers, as parked cars illegally block the bike lane. ● Municipal Code Violations: The proposed Palo Alto Commons expansion violates the Municipal Code in several ways: ○ Daylight Plane Encroachment: The proposed expansion violates Palo Alto Municipal Code (PAMC) Section 18.38.150, which requires buildings adjacent to R-1 zones to follow a daylight plane to preserve neighbor access to light and air. Ignoring this regulation directly harms adjacent homeowners. ○ Design Incompatibility: The proposal eliminates prior architectural step-backs, which were designed to reduce visual bulk and preserve neighborhood character. This conflicts with PAMC Sections 18.16.090(b)(4) and 18.13.060(b)(2)(B), which govern appropriate density transitions and context-sensitive design. Bad Neighbor Behavior Beyond legal violations, the Commons has consistently demonstrated disregard for its residential neighbors and the spirit of community-based planning. Rather than being a cooperative presence, it has become a source of tension due to the following behaviors: ● Abandonment of Original Agreements (Attachment F): The original PC approval was contingent on a lower density design with a step-back architectural transition to respect the surrounding R-1 neighborhood. The proposed expansion disregards these commitments and would impose a larger, more intrusive building on the community. As early as 1978, the El Camino Way area was actually “downzoned to protect the neighbors from over intrusion.” The original developer in 1986 promised that the building would have “comparable density and mass” and proposed a “1-2-3 step-up closest to the property line” as a compromise. ● Persistent Parking Burdens: Since 1986, neighbors have expressed concern over parking shortages caused by the Commons. These issues remain unresolved nearly four decades later: ○ Palo Alto Commons Bus on Wilkie (Attachment G): While the Palo Alto Commons claims to have enough parking on site, their bus will often park on Wilkie. ○ Palo Alto Commons Vehicles in Visitor Parking (Attachment H): When not on Wilkie, the Palo Alto Commons Bus and Van will take up visitor parking, causing visitors to park on nearby streets. ○ Commons Staff Parking in Neighborhood (Attachment I): Numerous residents have observed staff members from the Palo Alto Commons Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 111  Packet Pg. 697 of 1140  parking along Wilkie Way and adjacent residential streets. Staff are easily identifiable by their uniforms—scrubs and badges bearing the facility’s logo. When approached, some staff have candidly shared that they were instructed by management to park in the neighborhood due to the lack of available spaces on-site. While neighbors are sympathetic to the staff, who are clearly left without sufficient alternatives, the resulting strain on street parking has led to significant disruption and frustration. Residents have also been informed that a dedicated off-site staff parking lot was previously available but has since been eliminated by the operator, further exacerbating the issue. ○ Additional Therapists Parking: Per the Palo Alto Commons’ own parking policy, these people are asked to park on the neighborhood streets. This directly contradicts assurances that parking is sufficient on-site. ○ Visitors Parking: Numerous people we know have told us that they park in our neighborhood to visit the Palo Alto Commons. In fact, when the facility’s own parking contact phone number was dialed, Commons staff used to recommend visitors park on Wilkie. Vice Chair Chang of the PTC had this experience, as described in the 6/12/24 PTC meeting. ○ Misleading Information on Parking: Past presentations to the PTC and ARB claimed underutilization of parking. However, the current parking study reveals that all spaces are already in use. No additional parking is proposed for the new development, compounding the problem. ○ Inconsistent Valet (Attachment J): In the new parking study attached in the staff report, the Palo Alto Commons stated that they have a valet helping reduce parking issues. While valet parking is purportedly offered, in practice the stand is frequently unstaffed. There is also no one depicted on page 4 of the parking study. In addition, most of the time, there is no valet. For example, when Mayor Lauing came to visit, there was no valet. ● Misleading Landscape Information: The ARB asked the Palo Alto Commons to work with the neighbors on the landscaping. Most of the neighbors wanted evergreen trees (one specifically requested Italian cyprus) and have stated this on the record. However, the Palo Alto Commons continues to plan on planting deciduous trees. In addition, their landscape architect told us that Italian cyprus do not grow in this region, even though one neighbor has them in her backyard. ● Diminished Public Benefit: When the project was originally built, the developers made an “in-lieu contribution of $205,200” (Attachment A) in 1987 dollars ($588,688 in 2024 dollars). When building the Avant, the Commons made a $100,000 contribution to Avenidas (Attachment K, PC5116). Yet the public benefit this time is “2 small trees,” “space for both recycling and compost bins,” Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 112  Packet Pg. 698 of 1140  and “bike parking” (Attachment L). They claim that the primary public benefit is more housing, but this project does not qualify for RHNA housing. Conclusion The Palo Alto Commons has repeatedly violated the terms of its original development agreement, ignored City ordinances, and shown disregard for the neighborhood that surrounds it. To approve an expansion under these circumstances would not only reward noncompliance, but it would also set a dangerous precedent for future developments throughout the city. Our community depends on the integrity of its planning process. If a project fails to honor prior commitments, meet regulatory standards, or respect its neighbors, it should not be allowed to grow further at our expense. I respectfully urge the City Council to deny the proposed expansion until all existing violations are rectified and meaningful accountability is established. Sincerely, Kevin Ji 4072 Wilkie Way Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 113  Packet Pg. 699 of 1140  Dear Chair Akin, Vice Chair Chang, and Members of the Planning Commission, I speak today as a neighbor deeply concerned about the Palo Alto Commons’ ongoing disregard for its residential surroundings. Over nearly four decades, this project has consistently demonstrated a pattern of bad-faith negotiation and behavior that undermines neighborhood trust. When the original Planned Community (PC) was approved in 1987, the Commons agreed to limit density, respect the surrounding R-1 neighborhood, and provide a step-back design to reduce visual impact. Today, the Commons continues to violate these original commitments, ignoring the conditions that were meant to protect neighbors. The Commons has repeatedly argued that anything below 16 units financially infeasible, claiming that such a reduction would not “pencil out.” Yet now, they propose 13 units, a clear shift in rationale that raises serious questions about the credibility of their claims. If were misleading about how 13 units are actually feasible, it is unclear why 7 units could not also be built responsibly without violating financial constraints. Beyond financial claims, they have consistently failed to comply with past agreements and city requirements. Parking continues to spill into neighborhood streets, fire access has been blocked by vehicles, and massing and landscaping decisions ignore prior commitments. Even when violations are documented, enforcement has been limited, and the Commons shows little willingness to address these ongoing issues. This pattern—claiming constraints to push for more units, violating original PC commitments, and disregarding neighborhood concerns—demonstrates that the Commons is not acting as a responsible neighbor. We ask the Planning Commission to recommend approval of only the 7 internal units, with no additional external units or office space, consistent with prior Commission recommendations and community feedback. Approving more under these circumstances would reward bad behavior and set a dangerous precedent. Our neighborhood deserves a development that respects both the rules and the people who live here. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 114  Packet Pg. 700 of 1140  From:michael ji To:Council, City Cc:Burt, Patrick; Lauing, Ed; Lu, George; Lythcott-Haims, Julie; Reckdahl, Keith; Stone, Greer; Veenker, Vicki Subject:Request to Enforce Current Code and Limit The Commons Project to 7 Internal Units Date:Sunday, December 21, 2025 7:33:46 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear Mayor and City Council Members, I respectfully request that the City Council approve only the 7 internal units for The Commons project, consistent with the Planning & Transportation Commission’s 5–1 recommendation, and enforce strong, measurable conditions of approval. The current proposal relies on obsolete 1987 daylight plane standards, despite being a new project that should be evaluated under today’s municipal code. Allowing an exception in this case would establish a precedent that undermines the City’s regulatory framework. Historical agreements from 1986–1987 explicitly committed that The Commons would not expand toward the Wilkie Way neighborhood. From a planning and land-use perspective, this commitment remains relevant. While neighbors could reasonably oppose any additional units, Wilkie Way residents demonstrated good-faith compromise by supporting up to 7 internal units due to the project’s senior-serving use. That compromise should be recognized as the maximum allowable development, not a baseline for further expansion. The developer’s inconsistent project descriptions—first 16 units, then 13, and now claiming 7 units are infeasible—raise concerns regarding project feasibility claims and credibility. This is particularly notable given the project’s financial context: reported rents of $15,000 per month and ownership by FJ Management, a national corporation with sufficient resources to redesign the project or shift development to the El Camino Way frontage. The project also presents ongoing compliance and enforcement concerns, including: Violations of existing Planning Commission ordinances Use of required parking spaces for construction equipment Parking in fire lanes and overflow parking on Wilkie Way Failure to comply with Council direction to remove all third-floor units when the project was remanded to the PTC This message needs your attention No employee in your company has ever replied to this person. This is a personal email address. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 115  Packet Pg. 701 of 1140  Given the documented non-compliance, it is reasonable to question whether additional conditions would be followed without strong enforcement mechanisms. Parking and safety impacts are already significant and will be exacerbated by: Recent loss of parking along El Camino Planned removal of parking on El Camino Way Conclusion: Approval of only 7 internal units is the most defensible outcome from a policy, legal, and planning standpoint. Any additional units would increase safety risks, worsen parking impacts, violate historical commitments, and weaken the City’s ability to enforce its own code. I urge the City Council to adopt the PTC’s recommendation, enforce robust TDM requirements with clear consequences, and hold the applicant to both current regulations and past agreements. Thank you for your consideration. Sincerely, Micheal Ji 4072 Wilkie Way Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 116  Packet Pg. 702 of 1140  From:Shashank Divekar To:Council, City Cc:Kallas, Emily; Jayashree Divekar Subject:Palo Alto Commons Expansion - Public Comment Date:Sunday, December 21, 2025 3:02:22 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear Members of the City Council, We (Jayashree and I - residents at 4054 Wilkie Way, Palo Alto, directly behind Palo Alto Commons) are writing to express our strong opposition to the proposed expansion of the Palo Alto Commons in its current form and to respectfully request that City Council approve only the 7 internal units, with no external units or office space adjacent to the R-1 neighborhood, consistent with the Planning & Transportation Commission’s (PTC) recommendation. When this project last came before City Council, you directed the applicant to work with neighbors toward a compromise. After further review, the PTC returned with a strengthened recommendation, approved by a 5–1 vote, to approve the 7 internal units only, along with additional conditions of approval. We strongly support that recommendation and urge Council to uphold it. A neighborhood petition signed by over 100 individuals, including residents of The Avant and other WellQuest-managed properties, demonstrates broad, sustained opposition to any external expansion of the Commons. Our (Neighbors) ask to City Council: Approve only the 7 internal units recommended by the Planning & Transportation Commission (PTC). Enforce strong conditions of approval, including Transportation Demand Management (TDM), with real consequences. Why Upon City Council's request, PTC carefully reviewed the project and strengthened its recommendation (from 3-2 vote to 5-1) for only 7 units with additional conditions. Historical agreement (1986) promised no development on the Wilkie Way side; neighbors already compromised by allowing 7 Developer violating existing PC Ordinance and using parking spaces for construction equipment, parking in fire lanes, and causing overflow into nearby streets such as Wilkie This message needs your attention Some Recipients have never replied to this person. This is a personal email address. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 117  Packet Pg. 703 of 1140  The Commons are in non-compliance. Why do we expect them to be in compliance with their proposed expansion? Developer ignored Council’s direction to remove all third-floor units when the project was sent back to PTC. Parking and safety problems are serious and will worsen, with the recent loss of parking on El Camino and planned removal on El Camino Way Rooms cost $15K per month, and the owner, FJ Management, is a large national corporation that can afford to build only 7 units or expand on the El Camino Way side instead. Daylight Plane Violations As previously discussed, the proposed design continues to violate the daylight plane requirements under PAMC 18.38.150. Loss of Property Value : As residents of Palo Alto, a City that prides itself on its robust real estate and premier School District, we are very concerned of the adverse impact on single family home values with the construction of new units at Palo Alto Commons right across from us on the other side of our backyard fence. Our next-door neighbors have sold their house and left. Bottom line: 7 internal units is the maximum reasonable compromise. Anything more increases safety risks, parking problems, and breaks past agreements. Thank you for your time and support. Sincerely, Shashank & Jayashree Divekar (4054 Wilkie Way, Palo Alto, CA 94306 (650)681-7494 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 118  Packet Pg. 704 of 1140  From:Julie Baskind To:Council, City Cc:Kallas, Emily Subject:Palo Alto Commons Project- 1/12/2026 Date:Sunday, December 21, 2025 11:41:02 AM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear CIty Council members: As a long time resident and neighbor of the Palo Alto Commons, I urge you to: Approve only the 7 internal units recommended by the Planning & Transportation Commission (PTC). Enforce strong conditions of approval, including Transportation Demand Management (TDM), with real consequences. Why Upon City Council's request, PTC carefully reviewed the project and strengthened its recommendation (from 3-2 vote to 5-1) for only 7 units with additional conditions. Historical agreement (1986) promised no development on the Wilkie Way side; neighbors already compromised by allowing 7 Developer violating existing PC Ordinance and using parking spaces for construction equipment, parking in fire lanes, and causing overflow into nearby streets such as Wilkie The Commons are in non-compliance. Why do we expect them to be in compliance with their proposed expansion? Developer ignored Council’s direction to remove all third-floor units when the project was sent back to PTC. Parking and safety problems are serious and will worsen, with the recent loss of parking on El Camino and planned removal on El Camino Way Rooms cost $15K per month, and the owner, FJ Management, is a large national corporation that can afford to build only 7 units or expand on the El Camino Way side instead. Bottom line: 7 internal units is the maximum reasonable compromise. Anything more increases safety risks, parking problems, and breaks past agreements. This message needs your attention Some Recipients have never replied to this person. This is a personal email address. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 119  Packet Pg. 705 of 1140  Thank you very much for your consideration. Julie Baskind 4250 El Camino Real Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 120  Packet Pg. 706 of 1140  From:Planning Commission To:Lily Lee; Kallas, Emily; Armer, Jennifer; Tavera, Samuel Cc:jiourovitski.17@gmail.com; Planning Commission Subject:RE: Presentation slides for Lily Lee and Janis Iourovitski PTC Mtg 9/24 public comment Date:Wednesday, September 24, 2025 2:57:53 PM These presentations have been received. Please note that individually you will have up to 3 minutes to speak (this is subject to change at the discretion of the chair) depending on the number of speakers. If you each are spokespersons and are representing a group of 5 or more (not including yourself) those individuals must be identified as present at the meeting at the time of the presentation (via zoom or in person). These individuals must agree not to speak individually as they are being represented. And if they are being represented in one group, they cannot be represented in another group. Group speakers may be allowed up to 10 minutes (this is subject to change at the discretion of the chair) depending on the number of speakers. Please check in with the clerk at the beginning of the meeting or before the item. Thank you! From: Lily Lee <lee_lilyning@yahoo.com> Sent: Tuesday, September 23, 2025 12:05 AM To: Kallas, Emily <Emily.Kallas@paloalto.gov>; Armer, Jennifer <Jennifer.Armer@paloalto.gov>; Tavera, Samuel <Samuel.Tavera@paloalto.gov> Cc: jiourovitski.17@gmail.com; Planning Commission <Planning.Commission@PaloAlto.gov> Subject: Presentation slides for Lily Lee and Janis Iourovitski PTC Mtg 9/24 public comment CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Hello Emily, Jennifer, and Samuel, I and Janis Iourovitski will sign up to present at the 9/24/25 PTC meeting about the 475 El Camino Way project. Here is my presentation: https://docs.google.com/presentation/d/1KAirHTtl1QhG7c18XCwuiZQAMC5R6Yq3Nw_LG3kZYyU/edit?usp=sharing Here ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ i This message needs your attention Some Recipients have never replied to this person. This is a personal email address. Mark Safe Report CGBANNERINDICATOR Hello Emily, Jennifer, and Samuel, I and Janis Iourovitski will sign up to present at the 9/24/25 PTC meeting about the 475 El Camino Way project. Here is my presentation: https://docs.google.com/presentation/d/1KAirHTtl1QhG7c18XCwuiZQAMC5R6Yq3Nw_LG3kZYy U/edit?usp=sharing Here is the presentation for Powered by Mimecast Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 121  Packet Pg. 707 of 1140  Janis: https://docs.google.com/presentation/d/1EPW32o0wfXWp6krcVaikhSK- DmK9pvA3FNB_W2_s8dc/edit?slide=id.g382113c1b4d_0_0#slide=id.g382113c1b4d_0_0 Please let me know if you have any trouble accessing these slides. Sincerely, Lily 650-815-9749 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 122  Packet Pg. 708 of 1140  4075 El Camino Way Palo Alto PTC 9/24/2025 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 123  Packet Pg. 709 of 1140  Historical Context Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 124  Packet Pg. 710 of 1140  Originally Zoned to Protect Neighbors (Council 9/21/87) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 125  Packet Pg. 711 of 1140  Developer Respects Neighbors Wishes (Meeting 6/23/86) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 126  Packet Pg. 712 of 1140  Agreement on Step Back from the Architect (ARB, 7/2/87) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 127  Packet Pg. 713 of 1140  Agreement on Step Back from the Architect (ARB, 7/2/87) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 128  Packet Pg. 714 of 1140  Daylight Plane Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 129  Packet Pg. 715 of 1140  Palo Alto Municipal Code 18.38.150 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 130  Packet Pg. 716 of 1140  Palo Alto Municipal Code 18.38.150 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 131  Packet Pg. 717 of 1140  Daylight Plane Impacts Diagrams Commercial: -10 ft setback -3/6 daylight plane Residential -20 ft setback -45 degree daylight plane Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 132  Packet Pg. 718 of 1140  Daylight Plane Impacts in Real Life Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 133  Packet Pg. 719 of 1140  Daylight Plane Impacts in Real Life Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 134  Packet Pg. 720 of 1140  Daylight Plane Impacts in Real Life Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 135  Packet Pg. 721 of 1140  Daylight Plane Impacts in Real Life Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 136  Packet Pg. 722 of 1140  Why is the Existing PC Daylight Plane 10ft 45° Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 137  Packet Pg. 723 of 1140  Grandfathering in 10ft 45°? Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 138  Packet Pg. 724 of 1140  Recommendation We recommend that the applicant only build the 7 internal units to be in compliance with the current Municipal Code Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 139  Packet Pg. 725 of 1140  Thank You Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 140  Packet Pg. 726 of 1140  4075 El Camino Way Palo Alto PTC 9/24/25 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 141  Packet Pg. 727 of 1140  Parking Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 142  Packet Pg. 728 of 1140  Parking was Always a Concern (1987) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 143  Packet Pg. 729 of 1140  Original PC Required Parking to be Reported (1987) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 144  Packet Pg. 730 of 1140  38+ Years of Non Compliance ●In the 38 years of the original PC, the Commons have never reported the required information ●At City Council, the Commons admitted they never have submitted the information ●Yet, per staff, since that City Council meeting 5 months ago, they have still not submitted the required information Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 145  Packet Pg. 731 of 1140  Current Conditions Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 146  Packet Pg. 732 of 1140  Current Parking Conditions Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 147  Packet Pg. 733 of 1140  Current Parking Conditions Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 148  Packet Pg. 734 of 1140  Bus On Wilkie Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 149  Packet Pg. 735 of 1140  Palo Alto Commons Bus on Wilkie? (Packet Pg 83) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 150  Packet Pg. 736 of 1140  Palo Alto Commons Bus on Wilkie? (Packet Pg 83) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 151  Packet Pg. 737 of 1140  Palo Alto Commons Bus on Wilkie? (Packet Pg 83) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 152  Packet Pg. 738 of 1140  Parking Violations Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 153  Packet Pg. 739 of 1140  Construction Equipment in Parking (Packet Pg 70) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 154  Packet Pg. 740 of 1140  Construction Equipment in Parking (Packet Pg 70) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 155  Packet Pg. 741 of 1140  Construction Equipment Underground ●Even the parking study shows that 3 of underground spots are illegally filled with equipment and unusable Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 156  Packet Pg. 742 of 1140  Cone Blocking Spots Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 157  Packet Pg. 743 of 1140  Cones Blocking Parking (Packet Pg 72) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 158  Packet Pg. 744 of 1140  Cones Blocking Parking (Sep. 2025, Packet Pg 99) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 159  Packet Pg. 745 of 1140  Inconsistent Valet Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 160  Packet Pg. 746 of 1140  Valet, no Person (Packet Pg 90) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 161  Packet Pg. 747 of 1140  No Valet (Packet Pg 91) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 162  Packet Pg. 748 of 1140  Fire Lane Blockage Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 163  Packet Pg. 749 of 1140  Vehicles in Fire Lane (April 2025) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 164  Packet Pg. 750 of 1140  Vehicles in Fire Lane (June 2025) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 165  Packet Pg. 751 of 1140  Vehicles in Fire Lane (August 2025, Packet 97) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 166  Packet Pg. 752 of 1140  Bus in Fire Access Road (Sep. 2025, Packet 97) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 167  Packet Pg. 753 of 1140  Bus in Fire Access Road (Sep. 2025, Packet 97) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 168  Packet Pg. 754 of 1140  Firetruck Blocked Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 169  Packet Pg. 755 of 1140  Recommendation: Trust But Verify We recommend existing parking issues be resolved before the project continues in the process Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 170  Packet Pg. 756 of 1140  Recommendations: Trust But Verify, TDM We would like to see stronger assessment monitoring and enforcement in the TDM, including: ●3rd party anonymous surveys of workers and visitors ●3rd party monthly TDM compliance assessments ●Escalating schedule of penalties for noncompliance ●Assess parking of visitors/staff in the residential neighborhood Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 171  Packet Pg. 757 of 1140  Thank You Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 172  Packet Pg. 758 of 1140  From:Daniel Hansen To:Planning Commission; Kallas, Emily Cc:jeff.shore@comcast.net Subject:Proposed Expansion of Palo Alto Commons at 4075 El Camino Way Date:Wednesday, September 17, 2025 10:15:31 AM Attachments:Palo Alto Commons Objection Letter.pdf CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear Members of the Planning and Transportation Commission and Ms. Kallas, Please see the attached letter regarding the proposed expansion of Palo Alto Commons at 4075 El Camino Way. Best regards, Daniel Hansen This message needs your attention This is their first mail to some recipients. Mark Safe Report Powered by Mimecast Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 173  Packet Pg. 759 of 1140  VIA E-MAIL (Planning.Commission@paloalto.gov; Emily.Kallas@paloalto.gov) September 17, 2025 Honorable Allen Akin, Chair and Members of the Planning & Transportation Commission City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Emily Kallas Senior Planner City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 Re: Proposed Expansion of Palo Alto Commons at 4075 El Camino Way Dear Members of the Planning & Transportation Commission and Ms. Kallas: We are writing in opposition to the expansion of Palo Alto Commons. Although, we do not live on Wilkie Way – we live on Edgewood Drive – we know the feeling of proposed land use changes that could reduce value and enjoyment of our property. In addition to the arguments of our Wilkie Way neighbors, which we support, we offer these observations: • Wellquest Living, which operates Palo Alto Commons, is owned by FJ Management, Inc. (FJM). FJM is a huge company based in Utah with billions of dollars in investments, real estate and assets under management, built mainly on petroleum. It can afford to build senior housing in locations other than Palo Alto Commons without adversely impacting residents. • Wellquest and FJM can also afford to provide direct substantial monetary contributions to the community, like the property owner did in 1987 when Commons was built and in its 2011 expansion. • Wellquest has provided no financial information supporting its position that less than X units is not feasible (X keeps moving). Palo Alto Commons is described on its website as “Luxury Senior Living” and these units rent from an astonishing $7,000 to $15,000 per month. How can even one additional unit not be profitable? Wellquest should provide full transparency on their financial models and projections, as well as its and FJM’s balance sheets, so feasibility claims can be tested. • Wellquest, like similar private equity businesses, is driven by profit. We’ve experienced how private equity acquisitions of veterinary and health care clinics have resulted in reduced care and higher costs in our community. The same thing is happening in senior Docusign Envelope ID: 0E532C4C-1EA2-49E1-AD20-11668C588C5E Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 174  Packet Pg. 760 of 1140  Planning & Transportation Commission September 17, 2025 Page 2 living care. If this expansion proceeds, in addition to addressing the Wilkie neighbor’s concerns, the City should put in place regulations to ensure high levels of care, such as specified nurse to tenant ratios, and preference for Palo Alto residents. FJ Management, Inc. FJM owns Wellquest Living. The “FJ” in FJ Management stands for “Flying J,” the gas stations started in the 1960s by Jay Call. Over time, FJ Management has expanded further into petroleum refining, transportation, solar, hotel management and gas and convenience stations, including the acquisitions of Maveriks and Kum & Go gas and convenience stores, which together have over 800 locations. https://fjmgt.com/about/. FJM is owned by the Maggelet family and run by Crystal Maggelet, Jay Call’s daughter. Crystal’s advice is: “Do what is best for the business, not what is best for the family.” https://familybusinessmagazine.com/family-offices/family-office-management/helm-crystal- maggelet/ In 2024, FJM’s annual revenue was $7 billion and it ranked #89 on the list of the largest US private companies, according to Forbes. https://www.forbes.com/companies/fj-management/ Wellquest shares the same headquarters address as FJM in Salt Lake City, Utah, with Wellquest located one suite below. Clearly, Wellquest and FJM can afford to select a different location for their senior living expansion in Palo Alto, one that will not adversely impact neighboring residents. Wellquest Living, LLC Wellquest’s CEO, Steve Sandholtz, also serves as managing partner with FJ Capital, LLC, a real estate private equity and development firm, according to his linked in profile. https://www.linkedin.com/in/steve-sandholtz-1828574. Presumably, FJM also owns FJ Capital. With Palo Alto Commons, Wellquest is the operator and William Reller is the property owner. The arrangement between Wellquest and Mr. Reller is not disclosed. These operating agreements generally come in two flavors: (1) the operator manages the business and takes a percentage of revenue and the owner pays the costs, or (2) the operator manages the business and keeps the profit and pays the owner a lease-type fee. Either way, these agreements are crafted to drive a single goal: increase revenue and profit. Wellquest should disclose its management contract with Reller so the underlying incentives can be understood by the community. For example, does the agreement include tenant care covenants, incentives and conditions? Does it include requirements to follow zoning restrictions and comply with neighborhood agreements? The concern is Palo Alto Commons will suffer the same fate as other businesses acquired and run by private equity. For example, after Adobe Animal Hospital was acquired by Sage Docusign Envelope ID: 0E532C4C-1EA2-49E1-AD20-11668C588C5E Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 175  Packet Pg. 761 of 1140  Planning & Transportation Commission September 17, 2025 Page 3 Veterinary Centers (ultimate owner JAB Consumer Partners SCA SICAR, a private equity firm), it shut down the 24-7 hospital, increased service rates and lost experienced veterinarians.1 Yelp reviews suggest this may already be happening at Palo Alto Commons: May 13, 2022 “This place has gone downhill quickly ever since it was bought by WellQuest. It used to be a place where people enjoyed to work and residents enjoyed to live. It's now a dreadful place to work and a place that is lacking in many areas in terms of care for the residents. …” May 16, 2022 “This community USED TO BE the best senior living in the bay area but since the take over by Well Quest Living and the new director Li Li, it has deteriorated. …” June 1, 2024 “These place is very unfair and racist, they don't even take the employee side they always listen to one side of the story without both side defend themself.one of the worst care quality plus the have lot of of residence and only two caregivers worst place ever.” If the expansion of Commons proceeds, in addition to addressing the Wilkie neighbors’ concerns, the city should take steps to ensure care levels are appropriate and maintained, including specified nurse to tenant ratios and preference for Palo Alto residents. Sincerely, Daniel Hansen Jeffrey Shore 1 The FTC has taken action against JAB to prevent further consolidation in veterinary services. https://www.ftc.gov/news-events/news/press-releases/2022/06/ftc-acts-protect-pet-owners-private-equity- firms-anticompetitive-acquisition-veterinary- services#:~:text=The%20Federal%20Trade%20Commission%20today,Hart%2DScott%2DRodino%20Act . Docusign Envelope ID: 0E532C4C-1EA2-49E1-AD20-11668C588C5E Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 176  Packet Pg. 762 of 1140  From:Kai Porter To:Planning Commission Cc:Kallas, Emily Subject:Comments on Palo Alto Commons project for 2025-09-17 PTC meeting Date:Wednesday, September 17, 2025 5:38:18 AM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear Chair Akin, Vice Chair Chang, and Members of the Planning Commission, I agree with the previous PTC support for 7 internal residential units and opposition to 9 external residential units and 2 offices that face neighbors. I urge you to maintain your position. I have lived since 2005 at 4080 Wilkie Way. I have given public comment, both oral and written many times. I have previously given detailed comments about the failure of Palo Alto Commons to address parking and congestion meaningfully in its January 5, 2025, TDM plan update. I had urged the City to enforce existing requirements. I have yet to see an updated plan. After hearing repeated concerns from neighbors, PTC members, Council members, and others, I would have hoped that this private company would improve its practices if it hoped to get positive consideration of its expansion plans from the City Council and PTC. Instead, its own buses and vans keep blocking fire access and handicapped spaces, it stores construction materials and equipment in spaces that are supposed to be for visitors, etc. So even if the plans on paper improved, actual compliance with plans is not happening now every day. I again urge you to work with the City’s code enforcement department and any others responsible for holding this company accountable for following basic requirements that protect the safety of its residents from fire hazards, allow parking for visitors, especially those with disabilities, and that can reduce impacts on the neighbors. Any new TDM should build in even more enforcement measures. I would like to add that in 1987, the Palo Alto Commons PC ordinance (PC3775) required it to prioritize local residents and to give an annual report on its efforts to do so. This is not a burdensome requirement. After so many years it has not submitted any required reports. Residents brought this up repeatedly. Yet when we asked a few weeks ago, we discovered that they still have not submitted any report. How can any of us trust this company? If Palo Alto Commons earns $15,000 per month per unit, then surely it can afford to find solutions to these continuing problems. Only after Palo Alto Commons demonstrates compliance with even basic, simple legal requirements should you consider any expansion proposals. And if you do, then expansion should be limited to 7 interior units and 9 units that face away from Wilkie Way neighbors. This message needs your attention This is a personal email address. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 177  Packet Pg. 763 of 1140  Sincerely, Kai Porter Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 178  Packet Pg. 764 of 1140  From:Nia Porter To:Planning Commission Cc:Kallas, Emily Subject:Palo Alto Commons Project Comments Date:Wednesday, September 17, 2025 2:27:41 AM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear Chair Akin, Vice Chair Chang, and Members of the Planning Commission, I have lived at 4080 Wilkie Way, right behind 4075 El Camino Way, since 2007. I have delivered both written and spoken comments at many meetings about this project. Thank you to the previous PTC vote for the compromise proposal of 7 internal units without the 9 external units and 2 offices. I am disappointed that the City Council in May 2025 did not vote to agree with the PTC recommendation. I and my family have met with Wellquest multiple times to express our concerns. Wellquest kept saying that they could not afford to reduce the residential units below 16. Yet they said themselves they charge $15,000 per unit per month. Only when faced at the City Council meeting in May 2025 with a vote to agree with the PTC did they talk about going from 16 to 13 backyard-facing residential units. This reversal of position shows they were not completely honest before. In addition, at the same meeting they already presented using the allotted time on the project that was publicly noticed. The City Council appeared ready to vote to approve only 7 internal units and 9 external. Project representatives should not be allowed to bring up a new different proposal. Yet the City Council let them. Furthermore Wellquest repeatedly ignores ideas that would not increase costs. For example, neighbors repeatedly requested evergreen trees, and Wellquest repeatedly verbally promised to deliver that. Yet the Cycle 6 plans include Cercis Canadensis, a deciduous species. We encouraged planting mature trees to provide more screening more quickly, but we do not see that commitment in the new plans. Previously Wellquest verbally agreed to paint the back of the building a green color to blend in with trees to reduce its impacts on the neighbors. And yet, if you visit, you will see that the building is painted entirely gray and blue, front and back. This message needs your attention Some Recipients have never replied to this person. This is a personal email address. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 179  Packet Pg. 765 of 1140  In these and other ways, this company has repeatedly shown that although they claim to listen, but they just repeatedly make minimal no effort to respond meaningfully. I urge the PTC to vote again to maintain its previous position to only approve 7 interior units and 9 external ones. Sincerely, Nia Porter Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 180  Packet Pg. 766 of 1140  From:Lily Lee To:Planning Commission Cc:Kallas, Emily Subject:475 El Camino Way Project - 9/24/25 PTC Mtg Public Comment Date:Wednesday, September 17, 2025 1:47:35 AM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Chair Akin, Vice Chair Chang, and Members of the Planning Commission, I have lived behind 4075 El Camino Way since 2003. In spite of original commitments, Palo Alto Commons has continued to pursue a project that betrays their original promise to the neighbors for stepdown constructions with smooth transition from residential to commercial and minimizing massing and density, as required by PAMC 18.16.090(b)(4) and 18.13.060(b)(2)(B). When they reduced residential units from 18 to 16, they then added 2 more offices that were even closer to our back fences without calling attention to that in their summaries or presentations. I only discovered this when I looked closely at the plans. I feel this switch was misleading. Even though Palo Alto Commons claims that they have reduced the added units to 13, the Cycle 6 new plans online still have those 2 offices. One of these is 10 ft 1 inch from our back fence. Another is 10 ft 9 inches from my neighbor’s back fence. Furthermore, this project is defined as commercial by the City, and it violates the commercial requirements for a 3/6 angle with 10-foot setback (PAMC 18.38.150). Even if it could be considered residential, it does not meet the 20 ft set back and 45 degree angle requirements for that. The City created requirements such as these for new developments for the good of the community as a whole. If anyone can get exceptions any time they want, then these requirements will no longer achieve their original intended purpose, the City acts in an arbitrary and capricious manner, developers no longer have a level playing field, and the community changes in ways that can harm residents. I would ask the PTC to please continue to support 7 interior residential units and to oppose 9 external residential units and 2 office units that face Wilkie Way backyards. Thank you, Lily Lee 4080 Wilkie Way Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 181  Packet Pg. 767 of 1140  From:jenny chen To:Kallas, Emily Cc:Planning Commission; Armer, Jennifer Subject:Public Comment for 9/24 PTC Meeting on Palo Alto Commons (4075 El Camino Way) Date:Tuesday, September 16, 2025 10:30:57 PM Attachments:2025_09_24_PTC_Comment.pdf CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Hi Emily, Please include the following public comment in the PTC Packet for the 4075 El Camino Way (Palo Alto Commons) project. This email should include the main comment, and there should be 5 attachments with appendicies in the replies. When you receive this, please confirm that all documents will make it as part of the PTC packet. Sincerely, Jenny This message needs your attention This is a personal email address. This is their first mail to some recipients. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 182  Packet Pg. 768 of 1140  Dear Chair Akin, Vice Chair Chang, and Members of the Planning Commission, We are writing to express our strong opposition to the proposed expansion of the Palo Alto Commons (the Commons) in its current form. This is now the fourth time the project has come before the Planning & Transportation Commission with only minimal changes, none of which address the fundamental issues that remain. The City Council directed the PTC to work with neighbors toward a compromise, and we continue to believe that the appropriate compromise is to allow the 7 internal units without the 9 external units and 2 offices. We are providing specific comments on this latest iteration, along with a previously submitted letter to the City Council (attached) that details our concerns more fully. Daylight Plane Violations The proposed design continues to violate the daylight plane requirements under PAMC 18.38.150. The code specifies a 3/6 angle with a 10-foot setback for commercial developments. This project qualifies as commercial since it does not meet RHNA housing requirements. Even if it were considered housing—which we dispute—it would require a 20-foot setback at a 45º angle. The current design fails to comply with either standard. In addition, allowing this project to rely on the outdated 1987 version of the Municipal Code rather than the current code sets a dangerous precedent. Such an interpretation could invite hundreds of projects citywide to claim the right to bypass present-day laws and Council policy. Staff has not fully presented Council with the significant legal consequences of this approach. Staff has suggested that a 10-foot setback with a 45º daylight plane angle would make the project “consistent,” but this interpretation is inconsistent with the plain reading of PAMC 18.38.150, which falls under “special requirements.” A project cannot be deemed consistent with municipal code while violating its special requirements. Additionally, the proposed massing conflicts with design standards regarding visual bulk and neighborhood character, violating PAMC 18.16.090(b)(4) and 18.13.060(b)(2)(B), which govern appropriate density transitions and context-sensitive design. There is still space on the front of the building facing El Camino Way to expand without having impacts on the neighbors that the Commons refuses to consider. 38+ Years of Noncompliance with PC Ordinance Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 183  Packet Pg. 769 of 1140  Since approval of its original PC ordinance in 1987 (PC3775), the Commons has failed to comply with its conditions. Even when these violations were raised before the City Council, the Commons acknowledged noncompliance but has still submitted the required data. Parking Violations and Safety Issues Parking violations have been persistent and well-documented, including in the consultant’s parking study. Recent issues include blocking fire access with buses and vans (Attachment M), misuse of handicap spaces, equipment stored in visitor spaces, and overflow parking onto public streets. Additional examples include: ● Visitor parking blocked with equipment (Attachment B) ● Misuse of handicap spaces (Attachment C) ● Parking in no-parking zones (Attachment D) ● Overflow onto public streets (Attachment E) ● Palo Alto Commons bus parked on Wilkie (Attachment G) ● Commons vehicles in visitor spaces (Attachment H) ● Commons staff parking in the neighborhood (Attachment I) ● Therapists and visitors directed to park on Wilkie by Commons staff ● Inconsistent valet services (Attachment J) Violation of Original Agreements with Neighbors In 1987, the Commons agreed—explicitly, as part of the PC process—to limit density and respect the surrounding R-1 neighborhood. The project was “downzoned to protect the neighbors from over-intrusion” and promised “comparable density and mass” with a “1-2-3 step-up closest to the property line.” The current proposal violates that promise. Further, while the developers initially claimed they could only build 16 units or none at all due to financial infeasibility, they later admitted 13 units were possible. With unit costs reportedly up to $15,000 per month, it is difficult to believe this project is not financially viable. The Commons is part of FJ Management, a for-profit corporation based in Utah that operates the largest truck stop chain in America. Their shifting claims reflect a continued pattern of misrepresentation and profit-driven motives. Bad Faith Negotiation Undermining Neighborhood Trust Throughout this process, the Commons has demonstrated a pattern of bad-faith negotiation. Initially, they stated they would reduce the number of units from 18 to 16 as Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 184  Packet Pg. 770 of 1140  a compromise. Instead of modifying the building’s massing, they simply converted two rooms into offices while maintaining the same overall structure. At the City Council meeting on May 27, the developers claimed that any proposal with fewer than 16 units “did not pencil out.” Yet, in an apparent effort to build more than 7 units, they later stated they would be willing to build 13 units. They maintain that 7 units are financially unfeasible. Given their inconsistent statements, it is difficult to take their claims at face value. Our Request We respectfully ask the Planning & Transportation Commission to recommend approval of only the 7 internal units, with no external units or office space adjacent to the R-1 neighborhood. This approach reflects both neighbor feedback and the PTC’s prior recommendation to Council, while avoiding the dangerous precedent of relying on outdated municipal code provisions from the time of the original construction. Sincerely, Janis Iourovitski Adrian Lee James Cham Jenny Chen Natalie Choo Lily Lee James Porter Kai Porter Nia Porter Jeffrey Shore Aaron Schultz Michael Ji Minami Sakakibara Tirumala Ranganath JP Napaa Jinmei Tian Yanfeng Wang Mingzhuo Pei Barry Katz Cathy Berwaldt Maegan Chew Mona He Bill Moss Andie Reed Magdalena Cabrera Mircha Panduru Zhengjun Pei Ellen Hartog Susan Kemp Simon Weng Mark Greenbaum Penny Brennan Bert Davies Heather Davies Bella Davies Shashank Divekar Brian Xu Rob Cassin Suchana Costa Natacha Yanling Wang Kaiwen Xu Daniel Pei Xuhao Xie Jennie Chan Pengyi Ji Guizhi You Zhiying Chen Yaofang Zhao Lucy Wu Devan Singh Batu Buyukbezci Edwin Ong Rebecca Sanders Mason Rodriguez Rand Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 185  Packet Pg. 771 of 1140  Jayashree Divekar Joanne So Maofeng Lan Esther Lan Hei Chu Lau Carol Gilbert Daniel Hansen DeAnna Hansen Julie Baskind Pearl Y Jagdish Pamnani Iravati Pamnani Eva Dobrov Carol Bly Anne Mason Andy Dobrov Jim Bly Garrett Chan Marty Douglas Zeb Burke-Conte Tim Pense Rowan Pense Gordon Pense Adalaide Pense Nikki Pense Tim Zhang Greyson Assa Nick Massie Jen Owens Alex Fu Freda Huang Eliot Jones Alex Cauthen Carly Davenport Nishanth Salinamakki Manas Khadka Austin Tang Jetta Chu Gabe Uribe Trent Edwards Peter Chatain Jonathan Victorino Kareem Hage-ali Paul de Supinski Amantina Rossi Syler Peralta-Ramos Celine Wang Yichen Zhou Devan Shanker Akanksha Sharan Dear Mayor Lauing and Members of the City Council, I am writing to express my strong opposition to the proposed expansion of the Palo Alto Commons. This letter outlines serious concerns regarding ongoing code violations and patterns of irresponsible behavior that should be fully considered before any further action is taken. The issues outlined here speak not only to noncompliance with existing agreements, but also to a troubling disregard for neighborhood integrity and public trust. Illegal Behavior The Palo Alto Commons has a long history of failing to comply with city regulations and the terms of its original Planned Community (PC) ordinance approved in 1987 (PC-3775). These are not minor oversights—they are foundational requirements meant to safeguard the quality of life for nearby residents and ensure a fair, transparent relationship between developers and the City. Specific violations include: ● 38+ Years of PC Ordinance Violation: Since its original PC ordinance approved in 1987, the Palo Alto Commons has failed to comply with the requirements set out in the original PC (PC3775, Attachment A) in two fundamental ways. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 186  Packet Pg. 772 of 1140  ○ Failure to Prioritize Palo Alto Residents: Section 3(a)(9) of the ordinance clearly states that preference must be given to residents of Palo Alto and their families. This measure was meant to ensure that our community benefits from the services and housing offered. Yet, there is no evidence that the Commons has made any pro-active effort to honor this stipulation in practice. ○ Lack of Required Annual Reporting: Section 3(d) mandates that the operator submit annual reports detailing occupancy levels, staffing patterns, and parking usage. This data is essential for monitoring compliance and assessing community impacts. These reports have not been submitted. ○ Insufficient Parking: Section 3(b)(2) requires a minimum of 55 on-site parking spaces. However, the most recent parking study indicates not all spaces are currently available. This ongoing shortfall directly affects neighborhood congestion and quality of life. ○ No enforcement: Even more troubling is that these violations have been documented in the staff report and in a filed complaint (#16747006), yet no enforcement action has been taken. This lack of accountability erodes public confidence in the City’s oversight mechanisms. ● Parking Violations: The Palo Alto Commons have committed numerous parking related violations: ○ Blocking Visitor Parking with Equipment (Attachment B): Construction and maintenance equipment often blocks designated visitor spaces, including those in the underground garage, further reducing accessibility. This occurred for several months. ○ Misuse of Handicap Spaces (Attachment C): The Commons’ shuttle routinely occupies handicap spots and reserves them with cones when not in use—an inappropriate and potentially unlawful practice. This has occurred for several months and continues to occur. ○ Parking in No Parking Zones (Attachment D): The shuttle van is frequently seen parked in zones marked for no parking. This behavior, noted even in the parking study, indicates a disregard for basic parking laws. ○ Overflow onto Public Streets (Attachment E): The facility’s lack of adequate parking has forced employees and visitors to park illegally across the street on El Camino Way. Only the Palo Alto Commons has illegal parking in front of it. This is also incredibly dangerous for bikers, as parked cars illegally block the bike lane. ● Municipal Code Violations: The proposed Palo Alto Commons expansion violates the Municipal Code in several ways: Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 187  Packet Pg. 773 of 1140  ○ Daylight Plane Encroachment: The proposed expansion violates Palo Alto Municipal Code (PAMC) Section 18.38.150, which requires buildings adjacent to R-1 zones to follow a daylight plane to preserve neighbor access to light and air. Ignoring this regulation directly harms adjacent homeowners. ○ Design Incompatibility: The proposal eliminates prior architectural step-backs, which were designed to reduce visual bulk and preserve neighborhood character. This conflicts with PAMC Sections 18.16.090(b)(4) and 18.13.060(b)(2)(B), which govern appropriate density transitions and context-sensitive design. Bad Neighbor Behavior Beyond legal violations, the Commons has consistently demonstrated disregard for its residential neighbors and the spirit of community-based planning. Rather than being a cooperative presence, it has become a source of tension due to the following behaviors: ● Abandonment of Original Agreements (Attachment F): The original PC approval was contingent on a lower density design with a step-back architectural transition to respect the surrounding R-1 neighborhood. The proposed expansion disregards these commitments and would impose a larger, more intrusive building on the community. As early as 1978, the El Camino Way area was actually “downzoned to protect the neighbors from over intrusion.” The original developer in 1986 promised that the building would have “comparable density and mass” and proposed a “1-2-3 step-up closest to the property line” as a compromise. ● Persistent Parking Burdens: Since 1986, neighbors have expressed concern over parking shortages caused by the Commons. These issues remain unresolved nearly four decades later: ○ Palo Alto Commons Bus on Wilkie (Attachment G): While the Palo Alto Commons claims to have enough parking on site, their bus will often park on Wilkie. ○ Palo Alto Commons Vehicles in Visitor Parking (Attachment H): When not on Wilkie, the Palo Alto Commons Bus and Van will take up visitor parking, causing visitors to park on nearby streets. ○ Commons Staff Parking in Neighborhood (Attachment I): Numerous residents have observed staff members from the Palo Alto Commons parking along Wilkie Way and adjacent residential streets. Staff are easily identifiable by their uniforms—scrubs and badges bearing the facility’s logo. When approached, some staff have candidly shared that they were instructed by management to park in the neighborhood due to the lack of Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 188  Packet Pg. 774 of 1140  available spaces on-site. While neighbors are sympathetic to the staff, who are clearly left without sufficient alternatives, the resulting strain on street parking has led to significant disruption and frustration. Residents have also been informed that a dedicated off-site staff parking lot was previously available but has since been eliminated by the operator, further exacerbating the issue. ○ Additional Therapists Parking: Per the Palo Alto Commons’ own parking policy, these people are asked to park on the neighborhood streets. This directly contradicts assurances that parking is sufficient on-site. ○ Visitors Parking: Numerous people we know have told us that they park in our neighborhood to visit the Palo Alto Commons. In fact, when the facility’s own parking contact phone number was dialed, Commons staff used to recommend visitors park on Wilkie. Vice Chair Chang of the PTC had this experience, as described in the 6/12/24 PTC meeting. ○ Misleading Information on Parking: Past presentations to the PTC and ARB claimed underutilization of parking. However, the current parking study reveals that all spaces are already in use. No additional parking is proposed for the new development, compounding the problem. ○ Inconsistent Valet (Attachment J): In the new parking study attached in the staff report, the Palo Alto Commons stated that they have a valet helping reduce parking issues. While valet parking is purportedly offered, in practice the stand is frequently unstaffed. There is also no one depicted on page 4 of the parking study. In addition, most of the time, there is no valet. For example, when Mayor Lauing came to visit, there was no valet. ● Misleading Landscape Information: The ARB asked the Palo Alto Commons to work with the neighbors on the landscaping. Most of the neighbors wanted evergreen trees (one specifically requested Italian cyprus) and have stated this on the record. However, the Palo Alto Commons continues to plan on planting deciduous trees. In addition, their landscape architect told us that Italian cyprus do not grow in this region, even though one neighbor has them in her backyard. ● Diminished Public Benefit: When the project was originally built, the developers made an “in-lieu contribution of $205,200” (Attachment A) in 1987 dollars ($588,688 in 2024 dollars). When building the Avant, the Commons made a $100,000 contribution to Avenidas (Attachment K, PC5116). Yet the public benefit this time is “2 small trees,” “space for both recycling and compost bins,” and “bike parking” (Attachment L). They claim that the primary public benefit is more housing, but this project does not qualify for RHNA housing. Conclusion Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 189  Packet Pg. 775 of 1140  The Palo Alto Commons has repeatedly violated the terms of its original development agreement, ignored City ordinances, and shown disregard for the neighborhood that surrounds it. To approve an expansion under these circumstances would not only reward noncompliance, but it would also set a dangerous precedent for future developments throughout the city. Our community depends on the integrity of its planning process. If a project fails to honor prior commitments, meet regulatory standards, or respect its neighbors, it should not be allowed to grow further at our expense. I respectfully urge the City Council to deny the proposed expansion until all existing violations are rectified and meaningful accountability is established. Sincerely, Kevin Ji 4072 Wilkie Way Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 190  Packet Pg. 776 of 1140  ATTACHMENT A PC3775 (Original 1987 PC) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 191  Packet Pg. 777 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 192  Packet Pg. 778 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 193  Packet Pg. 779 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 194  Packet Pg. 780 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 195  Packet Pg. 781 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 196  Packet Pg. 782 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 197  Packet Pg. 783 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 198  Packet Pg. 784 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 199  Packet Pg. 785 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 200  Packet Pg. 786 of 1140  ATTACHMENT B Construction Equipment in Parking Spaces over Several Months Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 201  Packet Pg. 787 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 202  Packet Pg. 788 of 1140  ATTACHMENT C Cone Reserving Handicap Spot for Palo Alto Commons Bus Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 203  Packet Pg. 789 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 204  Packet Pg. 790 of 1140  ATTACHMENT D Palo Alto Commons Vehicles Illegally Parking Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 205  Packet Pg. 791 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 206  Packet Pg. 792 of 1140  ATTACHMENT E Illegal Street Parking from Overflow Visitor Parking Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 207  Packet Pg. 793 of 1140  Parking on El Camino Way on the right side is illegal and only occurs in front of the Palo Alto Commons. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 208  Packet Pg. 794 of 1140  ATTACHMENT F 1986/1987 Public Meeting Notes Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 209  Packet Pg. 795 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 210  Packet Pg. 796 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 211  Packet Pg. 797 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 212  Packet Pg. 798 of 1140  ATTACHMENT G Palo Alto Commons Bus on Wilkie Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 213  Packet Pg. 799 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 214  Packet Pg. 800 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 215  Packet Pg. 801 of 1140  Attachment H Palo Alto Commons Vehicles in Visitor Parking Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 216  Packet Pg. 802 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 217  Packet Pg. 803 of 1140  ATTACHMENT I Palo Alto Commons Staff in Neighborhood Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 218  Packet Pg. 804 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 219  Packet Pg. 805 of 1140  ATTACHMENT J Inconsistent Valet Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 220  Packet Pg. 806 of 1140  There is often no one at the valet stand. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 221  Packet Pg. 807 of 1140  There is often no valet at all. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 222  Packet Pg. 808 of 1140  ATTACHMENT K Avant Public Benefit (PC5116) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 223  Packet Pg. 809 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 224  Packet Pg. 810 of 1140  ATTACHMENT L Current Public Benefit (6/12/24 PTC Packet Page 182) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 225  Packet Pg. 811 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 226  Packet Pg. 812 of 1140  ATTACHMENT M Continued Illegal Bus Parking (September 2025) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 227  Packet Pg. 813 of 1140  Van in Fire Lane (8/31) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 228  Packet Pg. 814 of 1140  Bus Blocking Fire Access Road Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 229  Packet Pg. 815 of 1140  Bus in ADA Spot with Cones Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 230  Packet Pg. 816 of 1140  From:Velasquez, Ingrid To:Lait, Jonathan; Armer, Jennifer; Tran, Vickie; Kallas, Emily Cc:Nose, Kiely; Gaines, Chantal; City Mgr Subject:FW: 5/27 City Council Palo Alto Commons Date:Wednesday, May 28, 2025 10:59:52 AM Attachments:Screenshot 2025-05-27 at 3.03.32 PM.png image001.png image002.png image003.png image005.png image006.png image007.png image008.png Hello, Forwarding the comment below for awareness. Thanks, Ingrid Ingrid Velásquez Administrative Assistant Office of the City Manager (650) 329-2354| Ingrid.Velasquez@PaloAlto.gov www.PaloAlto.gov From: James Porter <jporter992003@yahoo.com> Sent: Tuesday, May 27, 2025 6:44 PM To: Council, City <city.council@PaloAlto.gov> Subject: 5/27 City Council Palo Alto Commons CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Dear City Council members, Thank you for taking the time to listen to the concerns of residents in Palo Alto about the Palo Alto Commons a couple weeks ago. I wanted to summarize some of the feedback of the neighbors. Palo Alto Commons has been and continues to be a bad neighbor. Despite many times issues were raised throughout this process, they have continued to not correct their behavior. As recently as 3 days ago, they are continuing to illegally block parking in their parking lot (see below image). Only support the 7 interior units per PTC recommendation. While the Palo Alto Commons has failed to uphold their promise from 40 years ago, we acknowledge the need for senior housing in our community. But it should not be on the backs of the neighbors. This compromise allows for more units while having minimal disruptions on the neighbors. Third Party Assessment of Parking Monthly. The previous PC required annual reporting of staff and visitor parking numbers to the city, but this requirement was never fulfilled. Given this ongoing non-compliance, we are requesting monthly reporting to ensure proper monitoring of their parking operations and adherence to city regulations. Looking forward to hearing your decision on this issue shortly. Sincerely, James Porter, 4080 Wilkie Way Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 231  Packet Pg. 817 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 232  Packet Pg. 818 of 1140  From:Jean Pressey To:Council, City Subject:Palo Alto Commons Date:Wednesday, May 21, 2025 4:52:45 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear Mayor and Council, I attended the hearing on May 5. I was surprised that the objections to the Commons' expansion all sounded the same, as though the neighbors were reading from a script. And it seemed to be the same script they had used years ago, without recognizing the mitigations that have been made. The Commons is not owned by an outside profit-making corporation, as you know. These 16 units are badly needed; their location at the rear of the building is due to the need to prevent patients with dementia from wandering. I am sure that during the construction phase there will be parking and noise, but it is a fact that the value of real estate in Palo Alto simply does not decline. The neighbors' worry about the latter is misplaced. I urge you to approve the current 16-unit addition to the Palo Alto Commons. Sincerely, Jean Pressey 850 Webster Ave. Palo Alto This message needs your attention This is a personal email address. This is their first email to your company. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 233  Packet Pg. 819 of 1140  From:Patty Irish To:Council, City Subject:Support for The Commons application Date:Wednesday, May 21, 2025 3:32:07 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear Mayor and Council members, I am Patty Irish and live on Webster in Palo Alto. I write in support of the application by The Commons for 16 additional needed units for people who need Assisted Living and Skilled Nursing. I have attended 4 presentations of the project - 2 at Council and 2 at the Planning Commission. I have heard the owner respond to the requests of the neighbors. Better parking, windows installed higher, actual building not built to add height and many other things. I believe they have done what they can to make it the best possible. As we add new projects things will have to change some. And sometimes this even improves the neighborhood. Please express your support for the quality of what the Rellers do for our community and give them the go ahead so they can get started making these important additions. The neighbors in most cases were repeating the identical claims each time that ithey made almost 2 years ago. Not taking into account the 4 meetings and changes made on their behalf. Thank you for all you do. As I watch your work I appreciate all the time and effort it all takes to try to help our City be the best it can be. Housing and this project are key to our moving forward. Patty Irish -- This message needs your attention This is a personal email address. This is their first email to you. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 234  Packet Pg. 820 of 1140  Patty Irish 850 Webster St. #628 Palo Alto, CA 94301 650-324-7407 650-245-3906 cell How do you tell a story that has been told the wrong way for so long? Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 235  Packet Pg. 821 of 1140  From:Margaret Rosenbloom To:Council, City Subject:Palo Alto Commons Senior Housing Expansion Request Date:Wednesday, May 21, 2025 4:25:17 PM CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Dear Mayor and City Councillors I am writing in support of the proposal to add 16 new units at the back of the existing Commons structure at 4075 El Camino Way. I was aware of the Commons expansion proposal when it was originally made some years ago and COULD NOT BELIEVE THAT SUCH A CRITICALLY IMPORTANT BENEFIT FOR PALO ALTO SENIORS WAS STILL UNDER REVIEW. I attended the Council meeting on May 5th and was appalled to witness first hand a shocking example of the notorious “Palo Alto Way.” I sat for an hour through a tedious procession of complainants, each coming forward to make duplicate points against the proposal. Many of the complaints were outdated, untrue, and unfair. The Wilkie Way residents seemed unaware of or chose to ignore all the accommodations the developer and Commons management have made to minimize their impact on the neighborhood. For example, the Commons has opened up access to their underground garage, added valet service, and encourage ride sharing for their staff as possible. From the complaints, one would think the Commons is the only business operating in the neighborhood and responsible for every car parked in Wilkie Way. What about Goodwill and all the other businesses along El Camino Way? The Wilkie Way residents clearly hold you all, City Councillors and Mayor, in utter contempt. They subjected you to a repeat barrage of all the tired old complaints they have made previously. They treated you as heartless imbeciles unaware of the mitigations already made by the Commons and unmindful of the desperate need the City has to accommodate its growing population of care-needing elders. They seemed unaware of the concept that trade- offs are needed to solve difficult problems around housing. As an elder myself - happily living in a wonderful senior housing community that provides me with a continuum of care - I am heartbroken at the delay, delay, delay the Commons expansion has been subjected to. The result of further delay will be fewer available spaces for a critical growing need. More elders will be denied the opportunity of moving to housing where they can enjoy the benefits of socialization, and peace of mind that they will get additional care when they need it. I urge you to speedily finalize your review and approve the Commons expansion project. Respectfully Margaret Rosenbloom 850 Webster St Palo Alto Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 236  Packet Pg. 822 of 1140  From:slevy@ccsce.com To:Council, City; Lait, Jonathan Subject:4075 El Camino Way Date:Sunday, May 4, 2025 1:36:32 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. ! Dear Mayor Lauing, Please accept the staff recommendations and approve the additional units. This is one of many projects, past and future, where council will deal with opposition from neighbors. One of the complaints raised about 4075 El Camino Way is hypocritical and embarrassing to me. You will hear from residents, all of whom I believe live in homes built by for profit developers, complain that the proponent here is a for profit entity. This is a non valid complaint The more difficult issue is that there may be some inconvenience to some neighbors. On the one hand residents do have the right to voice their perspective to council. On the other hand if council either rejected or downsized to make infeasible housing when neighbors complained, we will not get much housing built. Our history on this is not good as council members know with regard to mixed use, primarily market rate projects, which comprise by far the largest share of housing identified as in our pipeline. I will be interested to see how council handles this and upcoming housing projects. Stephen Levy This message could be suspicious The sender's email address couldn't be verified. Mark Safe Report Powered by Mimecast Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 237  Packet Pg. 823 of 1140  From:Deborah Goldeen To:Council, City Subject:Palo Alto Commons Date:Friday, May 2, 2025 12:36:34 PM I sympathize with the residents of Wilkie Way who will be negatively impacted by an expansion of Palo Alto Commons. Every time a modest tract home gets torn down in my neighborhood and replaced with a multi-story, 3,500 plus square foot, single family residence, I feel it. It’s awful. But I feel confident in the general understanding that basing decisions on the pretext that property owners have the right to insist that nothing ever changes is not only bad management, but also morally irresponsible. All the unhappy residents of Wilkie Way plus a cohort of likeminded people will be showing up on Monday to kvetch to the council. I’m sorry I do not have their ear and cannot work to dissuade them taxing the time and patience of the council. But I don’t have to add to the burden. Even though I feel strongly that the Palo Alto Commons should be allowed to proceed without further ado, I won’t address the council in person. If I had a magic wand, Wilkie Way would be narrowed and the residents could be pacified by the addition of another 250 square feet of property. I know. Not gonna happen and they will suffer, but not as much as the suffering that will result from not allowing Palo Alto Commons a very modest and carefully planned expansion. Deborah Goldeen, Birch St., 94306 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 238  Packet Pg. 824 of 1140  From:Shashank Divekar To:Council, City Cc:Kallas, Emily; Lait, Jonathan; Jayashree Divekar Subject:Palo Alto Commons - May 5 at Council Date:Monday, May 5, 2025 6:56:43 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Honorable Council Members, Thank you for this opportunity. I'm Shashank Divekar, a 20-year resident of 4054 Wilkie Way. Like my neighbors, I support my neighbors’ concerns about Palo Alto Commons expansion that brings traffic and parking problems, loss of privacy in our backyards, loss of quality of life and so on. Today, I speak from the heart also about our homes—the culmination of our life's work and dreams. This expansion threatens to drastically devalue Wilkie Way properties. My wife and I have poured everything into this house where our children grew up. It's not just our shelter; it's our single largest asset—the financial security we've sacrificed for decades to build. To see it diminished would be to watch our children's inheritance slip away through no fault of our own. The collective loss we as neighbors face reaches millions. One neighbor has already sold and left, anticipating these changes. With each departure, our community weakens. We support senior housing but believe there are better solutions. Palo Alto Commons, a for-profit Utah based company, could build the 7 internal units or develop on the front side without devastating our properties. Their profit shouldn't come at the cost of our life savings. I ask you to help find a balance where Palo Alto Commons can grow while respecting neighbors. Please protect not just our property values, but the legacy we've built for our children and this community. Thank you, Shashank Divekar (4054 Wilkie Way, Palo Alto, CA 94306) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 239  Packet Pg. 825 of 1140  From:Sharon Hoffman To:Council, City Subject:support for Palo Alto Commons Date:Monday, May 5, 2025 1:27:19 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear council members,I am writing in support of the proposed expansion at Palo Alto Commons. As alongtime Palo Alto homeowner who lives in the shadow of the proposed mega- development on Willow Rd, I am certainly sympathetic to the residents on Wilkie Way who are concerned about traffic, noise, and other impacts to their neighborhood. The prospect of significant change to our residential neighborhoods can be unsettling. However, this particular proposal calls for a mere 16 new units to be built amidst anexisting structure in order to better support our community's vulnerable seniors. ANIMBY approach, particularly during a regional housing crisis, does not paint ourcommunity in a positive light. I strongly encourage the council to support reasonableefforts -- like this one -- to facilitate complementary new housing wherever possible.Thank you,Sharon Hoffman 429 Ruthven Ave Palo Alto Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 240  Packet Pg. 826 of 1140  From:Neilson Buchanan To:Shikada, Ed; Council, City; Clerk, City Cc:Baird, Nathan; Lait, Jonathan; Dave Price; Gennady Sheyner Subject:Palo Alto Commons Date:Monday, May 5, 2025 12:24:06 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i There is no doubt in my mind that Palo Alto Commons provides vital, very high quality services. And there is profound need for additiional facilities as our friends and neighbors steadily age duing the next 10-20 years. Therefore, I urge you to approve the proposed expansion with strong, ENFORCEABLE conditions to monitor the intrusion of all non-resident parked vehicles in nearby residential neighborhoods. The intrusion of parking for non-resident is not limited to Palo Alto Commons. It is a multi- factor issue requiring professional planning. Who has the responsbility to fund and manage the intrusion into residential neighborhoods? This is a open question becuase neither the Office of Transportation, Planning Department or Police Department has a record of basic stewardship and attention to the Comprehensive Plan which establishes intent to promote commerce but not at the expense of residential neighborhoods. Only the City Council can set accountability for the Comprehensive Plan and budget resources appropriately. Neilson Buchanan 155 Bryant Street Palo Alto, CA 94301 This message needs your attention This is a personal email address. This is their first mail to some recipients. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 241  Packet Pg. 827 of 1140  650 329-0484 650 537-9611 cell cnsbuchanan@yahoo.com Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 242  Packet Pg. 828 of 1140  From:Amie Ashton To:Council, City Subject:The Commons Date:Monday, May 5, 2025 12:11:18 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Honorable Mayor Lauing & City Council, I am writing in support of The Commons expansion, adding 16 beds for the most infirm of seniors in our community. Putting the beds in a central location allows family members to easily visit and caretakers to easily access. We need more facilities like this in Palo Alto given our rapidly aging population and the tremendous need for the kind of intensive care The Commons provides. Council gave it an initial OK several years ago and it has been slowly moving through the Palo Alto Process ever since. Staff supports project approval. A daylight plane is included to maintain separation from the property line. The building is overparked for what is required by city code. As much as many of us wish it weren't true, a person or business does not own the street or the street parking spaces as their private property. That space is shared public right of way. How many of us have garages that are unusable for vehicle parking necessitating that we park our cars on the street? I would guess a fair share. Further, until state, federal or local resources are dedicated to the important task of caring for an aging population, we only have private companies to do the work. This is the reality of our political and social situation. This project is another reason why we need better/updated zoning to facilitate projects we want. PD and PHZ zonings are complicated beasts that do not make for good faith in the public process, something we need to be building to create the city we want. Our city will have to deal with a lot of changes in the upcoming years. Moving forward with clarity, compromise, compassion, and understanding is how we get the best outcome. Thank you, Amie Ashton Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 243  Packet Pg. 829 of 1140  From:Kai Porter To:Council, City; Kallas, Emily Subject:Public Comment Item 14, 5/5/35 City Council Mtg Date:Monday, May 5, 2025 3:07:31 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear City Council Members, I have lived at 4080 Wilkie Way since 2005. I walked or biked to school for 6 years. That has been scary due to the high congestion. I am concerned about increases to the parking congestion and traffic from the new expansion at Palo Alto Commons. In addition, growing up, I did not like playing in the backyard, because I felt like everyone at Palo Alto Commons was looking down at me. More recently, I discovered that Palo Alto Commons has not followed rules for commercial buildings for daylight plane. That does not surprise me, because our backyard is almost always dark and cold. I went to multiple meetings with developers and multiple City meetings to hear plans and to explain my experiences. In my previous comments to the Architectural Review Board, I gave many recommendations about the draft transportation demand management plan. I urged the City to enforce compliance better in the future. I do not feel that the developers have taken the neighbors’ concerns seriously. In addition, I agree with all comments submitted already from Kevin Ji. Please do not reward their bad behavior by approving their current proposal for 16 new residential units and 2 new offices. I recommend the Planning and Transportation Commission (PTC) compromise for Palo Alto Commons to approve the interior 9 living units, disapprove the 7 rear-facing living units, and to move or shrink the 2 offices so they will not be less than 11 feet from our back fence. Thank you for considering my comments. Sincerely, Kai Porter Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 244  Packet Pg. 830 of 1140  From:James Porter To:Council, City; Kallas, Emily Subject:May 5, 2025 City Council Agenda Item 14. Palo Alto Commons Expansion Date:Monday, May 5, 2025 2:44:53 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear Major Lauing and City Council Members, I have lived at 4080 Wilkie Way in back of Palo Alto Commons since 2003. We bought our house with the understanding that the commons building was "fully mature". I have supported more services for seniors and our neighborhood has already recently absorbed the significant impacts of the Avant project which serves more seniors. However. I'm writing to express my opposition to the proposed expansion of Palo Alto Commons. I urge the Council to vote against the expansion project in its current form. The current Palo Alto Commons configuration is quite massive, resulting in significant shading, cooling and loss of privacy in our back yard. Thank you to all the city council members who have visited our backyard to better understand the impacts of the expansion. We are okay with the current configuration as we were able to access this impact before our home purchase. Our appraisals over the years for refinance reflected a significant reduction in value ~$50,000 back in 2011 due to the large structure. We fear the expansion with its abandonment of the step-back design would result in significantly larger loss of value, privacy, light and home utility. Palo Alto Commons originally committed to a “step-back” design along Wilkie Way to reduce the impact on adjacent residents. This approach was intended to preserve privacy and minimize the sense of mass and scale facing single-family homes. The stepback keeps us from losing all utility and value of our backyard due to the open areas of the structure which allowed some light through. However, the current expansion plan proposes a near solid wall of construction that fills in the entire step- back area. This is a clear violation of past assurances. We respectfully ask that Palo Alto Commons honor its original promise and keep the step-back design to reduce the negative impact on Wilkie Way residents. I also have significant concerns with daylight plan and understand the new Wilkie-facing units would violate current daylight plan standards which would further devalue property, utility and privacy our Wilkie Way properties. Both City Council (I believe in pre-screening) and the PTC recommended focusing on adding additional interior units or units on the el camino way side of the property. We have seen no proposals on expanding in these areas which would have far less impact financially, emotionally and otherwise on wilkie way residents. Internal expansion or additional units over the front of the building preserves the step-back design, lowers massing effects and privacy impacts of the project. Furthermore, PTC recommended removal of 2 offices facing the rear which also violated setbacks. No change to the plan was taken there either. This message needs your attention This is a personal email address. This is their first mail to some recipients. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 245  Packet Pg. 831 of 1140  In conclusion I urge you to vote no on this project unless modifications can be made to lessen the community impact of the project. Thanks, James Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 246  Packet Pg. 832 of 1140  From:Nia Porter To:Council, City; Kallas, Emily Subject:Palo Alto Commons public comment for May 5 City Council meeting Date:Monday, May 5, 2025 10:00:05 AM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Mayor Lauing and other City Council Members, Thank you for visiting my backyard at 4080 Wilkie Way. I have appreciated that you have come to see for yourself what it has been like for me to grow up with the huge Palo Alto Commons building behind me. As a young girl, I have felt that having so many strangers staring at me felt frankly, well, creepy. If they add 16 more units and 2 offices, including one that will be less than 11 feet from my back fence, then our loss of privacy would be that much worse. When I invite friends over to study or celebrate my birthday in the backyard, I have hesitated, because I was worried they would feel the same way. In school our teachers give us rules that we need to follow for the greater good of the entire classroom or school. I have spoken at multiple City meetings during the development of this project. I have discovered that Palo Alto Commons has not followed the rules for daylight plane, setbacks, reports for prioritizing local residents, parking its construction vehicles and vans, etc. It has also not honestly explained that its staff tell workers and visitors to park in the neighborhood. In addition, I agree with all comments submitted already from Kevin Ji. Since you are the City Council, you have the authority and responsibility to make Palo Alto Commons follow all the rules, as everyone should, for the benefit of the neighbors in the broader community. My long-time neighbor and middle school teacher, Mrs. McDaniel, remembers when the company originally promised they would not expand further, and she supported the project to help seniors because of that promise. Now she has moved out because of the expansion plans. We have talked with the company Wellquest about ways to reduce the impact. I recommended to put more units on the front or to increase the distance of new units from our back fence. Wellquest said that would cost more. I also recommended taller and more dense screening trees. I’m glad that Wellquest finally agreed to plant evergreen instead of deciduous trees behind the fences of neighbors who prefer evergreen. I would still prefer to see taller older trees be planted right away and a greater number of trees. Finally, I recommended that painting the back green, similar to the color of leaves, could allow the building to blend in better. Charlene from Wellquest said to us at a PTC meeting that would be fine. It should not cost Wellquest any extra. But the new plan still shows the back is blue. That seems like such a simple change, so I hope they will consider it. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 247  Packet Pg. 833 of 1140  Of course, I understand that seniors, such as my grandparents, need to have health care and other services when they are going through difficult times. Therefore, please vote for the Planning and Transportation Commission’s recommendation for Palo Alto Commons to add 9 interior living units, to remove the 7 units on the back of the building, and to move the offices farther from our back fence. Thank you for reading my comments. Sincerely, Nia Porter Resident of 4080 Wilkie Way since 2007 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 248  Packet Pg. 834 of 1140  From:Leif Erickson To:Council, City Cc:Leif Erickson Subject:Please approve 16-unit expansion for Palo Alto Commons Date:Sunday, May 4, 2025 10:02:05 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Councilmembers, I usually speak to the Council on behalf of our teens in Palo Alto, but in this case I speak as an advocate for our senior population, and I don't mean high school seniors. With our population now tipped with more residents over 60 than those under 18, and 20 percent of the city's population now 65 or older, I believe safe and well-serviced senior housing should be one of our community's priorities. Any decision you make is a balance of trade-offs. What should help you make a choice like approval for the 16-unit expansion at Palo Alto Commons, is this understanding of the growing needs of seniors in our community. With this goal in mind, to add on to existing housing and services makes more sense than that starting from scratch at another location. As president of the Palo Alto/University Rotary Club, I have seen the value of the Palo Alto Commons solution for the housing needs of our seniors. Our Rotary Club has had a long relationship with the Commons - one of our members volunteered as a long time board member and one Rotary member is a current resident, with perhaps more headed there in coming years. Recent speakers have shared a broader perspective on the need for a variety of solutions for affordable housing needs in our community. Some of the Wilkie Way residents raise concerns about parking on their street, but the additional Commons elderly and memory care residents would not be drivers, and staffing increase is only anticipated to be 1-1/2 staff members. With the new El Camino bike lanes removing El Camino street parking city-wide, creative solutions for side street parking will be engaging the attention of City Council and Planning staff in a broader context, rather than project by project. I appreciate that Commons expansion planners have met four times with neighborhood residents to listen and respond and adapt the plans to respect their requests - again seeking the balance that will best address our broader community. Please choose to balance your decision with the housing needs of our seniors in mind. Thank you, Leif -- Leif Erickson cell: 408-406-0005 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 249  Packet Pg. 835 of 1140  From:Andie Reed To:Council, City Subject:Palo Alto Commons, 5/5/25 Date:Sunday, May 4, 2025 6:41:47 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Mayor Lauing, Vice Mayor Veenker, and Council Members: I am Andie Reed and I live in Old Palo Alto, not a direct neighbor of the project, but sharethe plight. I agree with the Planning and Transportation Commission to limit this expansionto units that don’t infringe on neighbors. To reiterate, 9 of the 16 proposed units face backyards and windows of Wilkie Wayneighbors, who are rightfully incensed that the decreased daylight plane negates theirpreviously hard-won agreements, by in-filling the very light and air and privacy rights thatthey had previously been assured would be protected. Please note that these units do not reduce Palo Alto’s housing needs as per our RHNAobligations. This is an assisted living and memory care operation offering a very high-levelof care; 3 meals, personal care, general supervision and safety, and social services,recreation and medical access. It’s a business, a highly valuable business, an importantniche, but Well-Quest, the owner-operator of both Palo Alto Commons and Avant, also has agoal to make a profit. I supported a close relative in a similar place for 10 years before she passed away recently,and I can attest to how many employees, contractors, outside services and deliveries comeand go daily, not to mention guests and medical support personnel who visit residents. It’sa very busy operation, not a condo complex. Which leads me to parking. Page 7 states that the “property contains a sufficient number ofspaces for the expanded use”, but close neighbors' lived experience and documentationproves, even without expanding, that cars affiliated with the applicant take up availableWilkie Way parking. Palo Alto Commons has a history of non-compliance with their originalTDM and Conditions of Approval. The new TDM in this application provides assurance thatparking on adjacent streets will be discouraged going forward. I ask you, on what basisdo we take this as a likely outcome? Perhaps a more valid analysis would include the wholeproperty; Avant, independent senior housing, shares the same ownership and 2-1/2 acresite with Palo Alto commons. Anyone can use either property's parking spaces. The catchis that only 15 of the total 89 parking spaces are ungated. You have to call the front deskto get into the other 74 spaces behind locked gates. Seriously, most in-and-out servicesaren’t going to do that; they’ll park anywhere, including adjacent streets. Additionally, PCs are required to provide a public benefit in return for advantages nototherwise permitted. This expansion is a new addition to the PC, but the applicant is notoffering any new public benefit in their request for an expansion, sucking up air and lightfrom their neighbors and exacerbating an already bad parking situation. The report statesthat merely adding more units is a Public Benefit, but if that were true, why did theyprovide public benefits originally in 1989 and again in 2011, when the Avant was built? For these reasons, I hope you will strongly consider the PTC alternative that allows growththat doesn’t step on long-time neighbors. Thank you all for your hard work on behalf of the City of Palo Alto. -- Andie Reed Palo Alto, CA 94301 530-401-3809 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 250  Packet Pg. 836 of 1140  From:Jennifer To:Council, City Subject:Palo Alto Commons Date:Sunday, May 4, 2025 6:20:19 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Palo Alto Council members, I would like to express my support for the decision the PTC made on December 2024, and that is NOT approving the units to be built against the backyards of Wilkie Way residents. The current tiered structure was a result of a compromise made 38 years ago between the Common's and the residents. The tiered structure has already caused some loss of sun light and loss of privacy for those residents. Back then the residents agreed to this sacrifice because the Common's had committed to build this way. The same residents could not have imagined 38 years later the Common's would renege on this promise/commitment. The new proposed units would cause the residents to lose most of their sunglights and privacy. This is totally unethical and unacceptable and maybe even illegal, given that this commitment was documented. In addition, the Common's has been in code violation for the past 38 years. Also they have not provided adequate parking, causing many cars over flowing to the neighborhood. On paper, it may appear that they have sufficient number of parking spaces but in reality those parking spaces are either blocked or difficult to reach, therefore the number of parking spaces is very misleading and grossly overstated. They claimed to have implemented programs to solve the parking issue but when talking to some staff there, they have not heard of such programs. In addition, the Common's claimed to have implemented valet parking, but many times we didn't see a valet person on site. The Common's is exhibiting signs of offering solutions, but only temporarily, as a method to gain approval for their project and only to renege later once they have achieved their goals. They can not be trusted. They need to be held responsible for their proposed solutions on a permanent basis and there should be some kind of monitoring and material punishment if they are caught in violation. Thanks, Jennifer Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 251  Packet Pg. 837 of 1140  From:Glanckopf, Annette To:Council, City Subject:Palo Alto Commons Expansion Date:Sunday, May 4, 2025 5:01:45 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear Council Members: This note is in support of the comments sent by Andie Reed. I ask you to accept the PTC recommendations. Please scale back the proposed expansion of Palo Alto Commons to 7 units for the following reasons: * The expansion will violate the set-backs for privacy and air space originally agreed on in the initial plan with onerous consequences for Wilkie Way residents. *The Palo Alto Commons operation has a history of non-compliance with their Conditions of Approval with respect to parking. Cars and transit vans currently spill out to Wilkie Way. Currently the project is under parked, and the proposed project with make it even worse. * The 13 older homes whose backyards border the operation, have organized and held many meetings with City decision-makers, and have attended ARB and PTC meetings over the past couple of years, and so far, neither the applicant nor City staff is amenable to mitigating these issues. * The parent company, Well Quest has profit as a goal. This new units proposed by this profit-making organization do not constitute “housing” per Palo Alto Regional Housing Needs Assessment (RHNA) and are not housing for the general public; they are very expensive units providing extensive personal services to their users and PROFIT to the owners.. * This isn't "housing" for the general public but provides a very high level of services at a very dear price. thanks for considering my comments. Annette Glanckopf This message needs your attention This is a personal email address. This is their first email to you. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 252  Packet Pg. 838 of 1140  From:Furman, Sheri To:Council, City Subject:Palo Alto Commons Item 14 on Monday 5: PAN Agrees with PTC Majority Date:Friday, May 2, 2025 5:01:47 PM May 2, 2025 Subject Line: Palo Alto Commons Item on Monday 5: PAN Agrees with PTC Majority Dear Mayor Lauing, Vice Mayor Veenker and Council Members: Thank you for your consideration of the impacts to the neighborhood from theproposed Palo Alto Commons expansion. This letter contains our views and those of all the members of PAN who voted to forward this to you at our May 1st meeting. The question before you is whether Palo Alto Commons, an assisted living andmemory care operation, should expand in a manner that takes away the air, light, andprivacy of the residents on Wilkie Way. Nine of the 16 additional units proposed forthe Commons would overwhelm the backyards and rear window views of theseresidents. When the project was originally built many years ago, the residents agreedto substantial but limited intrusions – but now that compromise is threatened. These issues were brought up during the prescreening and at the ARB meetings andthe PTC meetings, but the applicant made very minimal changes. The last PTCmeeting resulted in a 3-2-2 vote to approve 7 of the 16 additional units and not allowthe rear units that would greatly impact the Wilkie neighbors. The PTC pointed outthat Palo Alto Commons can still build the additional units by placing them in otherlocations that would not create new impacts on Wilkie residents. The 13 older homes whose backyards Palo Alto Commons borders have organized,held many neighborhood meetings and attended ARB and PTC commissionsmeetings over the past couple of years. Please pay attention to these residents’concerns. Also, do not be distracted by claims that reducing the number of units will affect PaloAlto’s housing needs. These units do not constitute “housing” per Palo Alto RegionalHousing Needs Assessment (RHNA) and are not housing for the general public.Rather, they are very expensive units operated by a for-profit entity called Well Quest(the parent company of Palo Alto Commons) and not a local business. Another critical issue is parking, which frequently overflows from Palo Alto Commonsinto the adjacent neighborhood. Wilkie residents have provided photos and videos,as well as documented conversations with people who park on their crowded street(employees, service workers, and visitors), that proves Palo Alto Commons’ need for Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 253  Packet Pg. 839 of 1140  parking vastly overwhelms its onsite spaces. Even the transit vans for Palo AltoCommons often park on Wilkie Way! This incursion will only worsen under theproposed expansion. The very generic TDM associated with this applicationpromises to “discourage” cars from Palo Alto Commons from parking on Wilkie andsurrounding streets, but that has not been the case for the past decades. Theoperation has a history of non-compliance with their Conditions of Approval, per thestaff report and the neighbors. You are no doubt aware that it’s unclear which, if any,TDMs in Palo Alto are successful. Please keep that in mind as you deliberate overthis project’s proposed TDM and the likelihood it will be observed. Thank you very much for your attention to these matters Respectfully, Sheri Furman, PAN Co-Chair Becky Sanders, PAN Co-Chair Palo Alto Neighborhoods Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 254  Packet Pg. 840 of 1140  From:Penny Brennan To:Council, City Subject:NO on Palo Alto Commons Expansion Date:Friday, May 2, 2025 2:58:23 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear City Council Members, I urge you to vote NO on Palo Alto Commons Expansion. The proposed project represents a dramatic, further incursion into the backyards and homes of Wilkie Way residents by a for-profit business enterprise located outside of our community. Palo Alto Commons already towers over the backyards of individuals who live on Wilkie Way. It blocks natural sunlight from the trees, gardens, and homes of Wilkie Way residents, intrudes on their privacy, and, as a 24/7 business enterprise, is an ongoing source of noise and nighttime light pollution for them. The proposed Palo Alto Commons Expansion will only exacerbate these conditions. The proposed expansion will worsen the current parking crisis on Wilkie Way. The crisis has been caused by operation of the Palo Alto Commons business. The cars of Palo Alto Commons residents, visitors, and employees routinely fill available parking spaces on Wilkie Way leaving Wilkie Way residents no way to park in front of their own homes. Associated vehicle and foot traffic render the Wilkie Way homes an island amid the busy Palo Alto Commons business enterprise. Although Palo Alto Commons may claim to have done so, it has not made good faith efforts to effectively address the parking crisis on Wilkie Way. Predictably, the proposed Palo Alto Commons Expansion will make the Willkie Way parking crisis worse, and Palo Alto Commons will do little or nothing to resolve it. Some claim that the Palo Alto Commons Expansion is beneficial because it adds more housing for health-challenged elders in our community. I note that by virtue of its price-point (which is in line with its web-page branding as "Luxury Senior Living in Palo Alto, California"), and its apparent lack of financial accommodations for low-income elders (such as the HUD-assisted housing program at Lytton Gardens, Palo Alto), Palo Alto Commons is a housing alternative only for wealthy health-challenged elders in our community. Palo Alto Commons' profits from housing these wealthy elders are flowing to WellQuest, a for-profit company headquartered in Salt Lake City, Utah. WellQuest is investing nothing to promote better health and quality of life of Palo Alto residents. In closing, please, I urge you to vote NO on the Palo Alto Commons Expansion. The expansion will inflict further harms on Wilkie Way residents, provide housing for only a select few (wealthy) elders, and send profits from care of these elders out of Palo Alto and into the coffers of an out-of-state, for-profit corporation. An expanded Palo Alto Commons will do nothing to give back to the Palo Alto community. Sincerely, Penny Brennan, PhD Ventura Neighborhood Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 255  Packet Pg. 841 of 1140  From:Mona He To:Council, City Cc:Kallas, Emily; Lait, Jonathan Subject:Opposition to Palo Alto Commons Expansion and Objection to the Expansion be Exempt From CEQA Date:Monday, May 5, 2025 1:51:48 AM Attachments:Letter Brief to PA Planning Commission.pdf CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Honorable City Council Members, My name is Mona He, and I reside at 4040 Wilkie Way. I am writing to express my strong opposition to the proposed expansion of Palo Alto Commons. I respectfully urge the Council to vote against this project in its current form. The expansion, as proposed, is deeply flawed both in process and in substance, and it fails to respect the interests and well-being of the Wilkie Way community. 1. Disregard for Council Guidance and Community Impact During the August 8, 2023 City Council meeting, Palo Alto Commons was explicitly asked to focus its expansion along El Camino Way to minimize the impact on Wilkie Way residents. Despite this, the revised plan places most new units along Wilkie Way, citing cost savings. Prioritizing financial convenience over community livability is unacceptable. Wilkie Way residents should not be forced to absorb the consequences of a corporation’s profit-driven decision-making. 2. Improper Claim of CEQA Exemption The project’s claim of exemption from the California Environmental Quality Act (CEQA) is inappropriate. Our legal counsel outlined this in a detailed letter submitted to the Planning and Transportation Commission (PTC) on December 9, 2024, which remains applicable as no meaningful changes have been made to the plan. The environmental impacts of this expansion must be thoroughly and transparently reviewed. The letter is attached in this email 3. Dismissal of PTC Recommendations At its final meeting on December 12, 2024, the PTC recommended that the 9 units along Wilkie Way be removed from the plan. This recommendation was ignored entirely. Such disregard demonstrates not only a lack of respect for the city’s planning process, but also a belief that community and commission input can be bypassed or overridden. 4. Long Standing Pattern of Neglect and Poor Neighborhood Relations Palo Alto Commons has been an inconsiderate neighbor for years. Parking overflow continues to spill onto Wilkie Way, with visitors and employees regularly parking at Wilkie Way. Noise disturbances persist, and the building’s bright blue exterior—despite neighborhood objections —remains visually intrusive. These issues have been raised consistently without meaningful response, eroding community trust. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 256  Packet Pg. 842 of 1140  5. Unmet Commitments Under Ordinance 3775 The proposed Transportation Demand Management (TDM) measures—such as carpooling and commuter incentives—are not new. They were required under Ordinance 3775, issued on October 26, 1987, and have never been implemented. If existing commitments have been ignored for nearly four decades, how can we trust that new promises will be fulfilled? 6. Ongoing Ordinance Violations and Lack of Transparency The City has received a formal code enforcement complaint (Case ID: 6747006). One of them is regarding violations of Section 3(d), which requires annual reporting on occupancy, staffing, and parking usage. These reports have not been provided since the ordinance was issued for almost forty years. Without reliable data, how can the City determine whether an expansion is warranted or justified? Data-driven decisions require transparency and accountability, both of which are lacking here. 7. Violation of Daylight Plane and Height Regulations The current proposal violates Palo Alto Municipal Code Section 18.38.150(e) "Sites sharing any lot line with one or more sites in any RE, R-1, R-2, RM or any residential PC district shall be subject to a maximum height established by a daylight plane beginning at a height of ten feet at the applicable side or rear site lines and increasing at a slope of three feet for each six feet of distance from the side or rear site lines until intersecting the height limit otherwise established for the PC district", which governs height restrictions for developments adjacent to residential properties. The planned second and third story units along Wilkie Way exceed the allowable height under the daylight plane requirement, directly impacting our privacy and neighborhood character. 8. Support for Senior Housing—But Not at a few Residents’ Expense I support the City’s commitment to senior housing. However, it is neither fair nor sustainable for Wilkie Way residents to carry the entire burden for this expansion. Palo Alto Commons, as a for-profit corporation with substantial resources, has the means to redesign the project along El Camino Way—even if that comes at a higher cost. Responsible development must consider both community needs and long-term neighborhood integrity. 9. Broken Commitments to Step-Up Design Palo Alto Commons originally committed to a “step-up” design along Wilkie Way to reduce the impact on adjacent residents. This approach was intended to preserve privacy and minimize the sense of mass and scale facing single-family homes. However, the current expansion plan completely abandons that commitment, instead proposing a solid wall of construction that fills in the entire step-up area. This is a clear violation of past assurances. We respectfully ask that Palo Alto Commons honor its original promise and keep the step-up design to reduce the negative impact on Wilkie Way residents. In conclusion, this proposal reflects a pattern of disregard for city direction, community feedback, and legal compliance. I respectfully urge the Council to deny this expansion unless Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 257  Packet Pg. 843 of 1140  the plan is fundamentally restructured to: Honor prior city and PTC recommendations, Comply with existing ordinances and environmental review, and Demonstrate genuine accountability and transparency. Thank you for your attention and for considering the voices of residents most directly impacted by this development. Sincerely, Mona He 4040 Wilkie Way Palo Alto, CA Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 258  Packet Pg. 844 of 1140  J. Randall Toch 408.947.2492 randy.toch@hogefenton.com Silicon Valley Office | 55 South Market Street, Suite 900, San Jose, California 95113-2324 phone 408.287.9501 fax 408.287.2583 www.hogefenton.com December 9, 2024 Via E-Mail only (planning.commission@cityofpaloalto.org) Honorable Members of the City of Palo Alto Planning and Transportation Commission 250 Hamilton Ave. Palo Alto, CA 94301 Re: Meeting Date: December 11, 2024 Agenda Item: 2 Project Description: Proposed Zoning Amendment and Architectural Approval for Palo Alto Commons Subject Property: 4075 El Camino Way, Palo Alto, California Report #: 2410-3649 Our Clients: Mona He and Grace (Yan Feng) Wang Objection to Proposed Categorical Exemption of Project under CEQA Dear Honorable Members of the City of Palo Alto Planning and Transportation Commission: This law firm represents Mona He and Grace (Yan Feng) Wang who own single story residences on Wilke Way. The residences are adjacent to the real property situated at 4075 El Camino Way, Palo Alto (the “Subject Property”). For the reasons stated in this letter, Ms. He and Ms. Wang object to the proposed categorical exemption of the project under CEQA, and oppose the project itself in its current form. The project under consideration by the Commission as Agenda Item No. 2 is defined in the staff report for the December 11, 2024 Planning & Transportation Commission Meeting (the “Staff Report”) under the heading “PROJECT DESCRIPTION” as follows: “an amendment to the existing PC Zone District (PC-5116) . . .” (the “Project”).1 I. The Project is a proposed Zoning Amendment which would alter multiple aspects of the City of Palo Alto Municipal Code. (It is not a mere application for a permit to allow minor physical alterations to an existing facility.) The California Environmental Quality Act Requires Environmental Review of Proposed Zoning Amendments. 1 See City of Palo Alto Planning & Transportation Commission Staff Report, Item No. 2, Page 2 of 10 (Packet Pg. 11) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 259  Packet Pg. 845 of 1140  Honorable Members of the City of Palo Alto Planning and Transportation Commission December 9, 2024 Page 2 The categorical exemption from environmental review under CEQA that is suggested by staff for the Project is inapplicable to the proposed Project. We carefully reviewed the relevant documentation posted by staff regarding the Project, including, without limitation, the document dated October 9, 2024, entitled “Memorandum”, which David J. Powers & Associates, Inc. prepared (the “Powers Memo”). In brief, the Powers Memo improperly concludes that the requested zoning change application, which is a legislative activity, is categorically exempt from environmental review under the California Environmental Quality Act (“CEQA”) pursuant to 14 C.C.R. Section 15301. However, 14 C.C.R. Section 15301(e)(2), which is relied upon by the authors of the Powers Memo, applies, by its express terms, only to proposed construction projects, and not to legislative activity.2 This inconsistent line of reasoning applied by the Powers Memo and by City staff is false, incorrect, misleading, and, if adopted by the City of Palo Alto would likely be entirely unlawful. Accordingly, the City of Palo Alto (the “City”) must conduct an environmental review prior to adopting a zoning ordinance, which according to the Staff Report, will modify each of the following aspects of the City of Palo Alto Zoning Ordinance.3 • The provided units would increase by 16 units; •The allowed lot coverage and floor area would increase to accommodate the approximately 6,890 square foot addition; •The minimum setback would decrease from 8 feet to 6 feet for the southwestern property line adjacent to Goodwill; and •The parking ratio provided would reduce from 0.46 spaces per unit (1.16 spaces per 2.5 beds) to 0.41 spaces per unit (1.01 spaces per 2.5 beds), as no additional spaces are being provided. However, this is consistent with the standard code requirement for this use, which is one space per 2.5 beds.” (Emphasis Added.) Proposed Zoning Amendments (and General Plan Amendments) are “Projects” as defined in CEQA. In connection with the foregoing, 14 C.C.R. Section 15378 states, in pertinent part, as follows: (a)“Project” means . . . any of the following: [¶] (1) An activity directly undertaken by any public agency including but not limited to . . . enactment and amendment of zoning ordinances, and the adoption and amendment of local General Plans or elements thereof . . . (Emphasis added.) 2 The Powers Memo also asserts, without explanation, attribution, or legal authority of any kind whatsoever, that a 13% increase in intensity of use is somehow “negligible” for purposes of CEQA. (Powers Memo, Pg. 12) 3 See City of Palo Alto Planning & Transportation Commission Staff Report, Item No. 2, Page 6 of 10 (Packet Pg. 15) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 260  Packet Pg. 846 of 1140  Honorable Members of the City of Palo Alto Planning and Transportation Commission December 9, 2024 Page 3 And, Public Resources Code Section 21080 states, in pertinent part, as follows: (a) Except as otherwise provided in this division, this division shall apply to discretionary projects proposed to be carried out or approved by public agencies, including, but not limited to, the enactment and amendment of zoning ordinances, the issuance of zoning variances, the issuance of conditional use permits, and the approval of tentative subdivision maps unless the project is exempt from this division. (Emphasis Added.) The Powers Memo asserts that the Project (which is an application for a zoning change) is exempt from environmental review under CEQA pursuant to 14 C.C.R. Section 15301, which provides, in pertinent part, as follows: Class 1 consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. The types of “existing facilities” itemized below are not intended to be all-inclusive of the types of projects which might fall within Class 1. The key consideration is whether the project involves negligible or no expansion of use. [¶] Examples include but are not limited to: . . . (e) Additions to existing structures provided that the addition will not result in an increase of more than: [¶] (1) 50 percent of the floor area of the structures before the addition, or 2,500 square feet, whichever is less; or [¶] (2) 10,000 square feet if: [¶] (A) The project is in an area where all public services and facilities are available to allow for maximum development permissible in the General Plan and [¶] (B) The area in which the project is located is not environmentally sensitive. (Emphasis Added) Clearly and unequivocally, a proposed zoning amendment that is intended to alter municipal laws relating to zoning restrictions, including, without limitation, reducing property line setback requirements and altering sightlines, ambient light, noise patterns, roadways, traffic, floor area ratios, intensity of use, and reduction of parking requirements, could, and very likely would, have profound environmental impacts, as well as civil and criminal ramifications. The foregoing cannot simultaneously be considered just a “minor alteration of an existing structure” that happens to be located in a zoning district that already permits the intended use. In the current application, the proposed use is expressly prohibited under the existing zoning, hence the need for the requested zoning amendment. If the state legislature had intended for zoning amendments and general plan amendments to be exempt from environmental review, it could and would have included such legislative activities in the list of statutorily exempt types of projects. Similarly, if the Secretary for Resources had intended for zoning amendments to be categorically exempt from environmental review, the Secretary for Resources would have included such projects in the list of categorical exemptions authorized by Public Resources Code Section 21084, which are published in 14 C.R.C. Section 15300, et seq. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 261  Packet Pg. 847 of 1140  Honorable Members of the City of Palo Alto Planning and Transportation Commission December 9, 2024 Page 4 The conclusion is clear and unmistakable. Proposed zoning amendments are specifically INCLUDED in CEQA by statute, because they have great potential to cause significant environmental impacts. Accordingly, the narrow criteria of the categorical exemption set forth in 14 C.C.R. Section 15301, which relate solely to proposed minor alterations to an existing building, without a change of use, do not apply to this proposed Project, which is a proposed zoning amendment that would change multiple aspects of the permitted uses of the Subject Property and would allow activities on the Subject Property that are currently prohibited. Accordingly, environmental review is mandated by CEQA and must be conducted in accordance with applicable laws prior to enactment of any proposed modification of the existing PC Zone District (PC-5116). II. Potential Significant Environmental Impacts Result from the Project. Phase 1 of the development of the Subject Property was approved in the late 1980’s through adoption of a Planned Community zoning ordinance (City of Palo Alto Ordinance No. 3775). At that time, potential environmental impacts were discussed and mitigated through the use of a terraced building design in which each higher floor was recessed further from property lines, and this design mitigation was incorporated into the applicable zoning ordinance. Multiple members of the community participated in that negotiation and remember the developer’s promises that the design would not be altered. And, Phase 2 of the development of the Subject Property was approved in the early 2010’s through adoption of a second Planning Community zoning ordinance (City of Palo Alto Ordinance No. 5116). And, the terraced design was carefully maintained at that time. However, the developer has now come to the City with a proposed Phase 3, which would disregard the very same environmental mitigations that were incorporated into the prior design in order to be able to alter the use of the Subject Property in a manner that was expressly prohibited at each prior phase. Nevertheless, the Powers Memo claims that these requested zoning changes, which would greatly expand the permitted uses of the Subject Property, are merely a “minor alteration” to the Subject Property that cannot possibly result in an environmental impact, and are therefore exempt from environmental review under CEQA. However, given the fact that the previously approved environmental mitigations would be eliminated upon approval of the current Project, it is apparent that the proposed Project would result in significant environmental impacts, per se. A review of the public comment for the Project revealed that there was a proposed alternative design in which the existing facility would be built upwards over the existing third floor rather than outward over the first and second floors. This proposal potentially mitigates some of the resulting environmental impacts to a less than significant level, while achieving the benefits of the same proportional increase in intensity of use. However, the developer apparently rejected that mitigation proposal as not economically acceptable. The upshot is that the developer desires to be permitted to cause an environmental impact in order for the developer to be able to benefit financially. This is precisely the type of environmental cost vs. economic benefit analysis that CEQA is intended to cause to be disclosed to the decision makers prior to deciding upon approval of a proposed project. Additionally, public comment reveals that the facility is already short of available parking, which results in inconvenience to the residents and neighbors, and causes additional Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 262  Packet Pg. 848 of 1140  Honorable Members of the City of Palo Alto Planning and Transportation Commission December 9, 2024 Page 5 neighborhood traffic. A further reduction in parking capacity proposed by the application combined with elimination of entire parking areas to be used for staging during construction will only exacerbate the traffic problems that have not been reviewed and mitigated. Allowing improvements on the second and third floors to encroach closer to property lines will increase noise and ambient light emitted towards neighborhood properties. The additions will also have an adverse impact on the existing daylight plane in violation of Palo Alto Municipal Code Section 18.38.150(e). And, finally, it is our understanding that the facility, as presently configured, may currently be operating in violation of the applicable conditions of approval of Ordinance 3775 and/or Ordinance 5116, and that numerous complaints have been made to code enforcement with respect to such violations. If the Subject Property is, in fact, currently out of compliance with applicable zoning and/or use permits, then it should not be eligible to receive additional concessions until all such violations have been remedied. The foregoing are just some examples of the many potential significant environmental impacts that might occur as the result of approval of the Project and the proposed development. III. Conclusion. We urge this commission to follow applicable law and refer the matter to staff to prepare a full environmental review as required in accordance with the California Environmental Quality Act. After an appropriate environmental review has been completed, this commission will be better able to make a recommendation to the City Council that is in compliance with the commission’s legal responsibilities. Such a recommendation should properly take into consideration possible alternative designs, further mitigations, and/or, if appropriate, adoption of a Statement of Overriding Considerations regarding any significant environmental impacts arising from the Project. Alternatively, the proposed Project must be denied. If you have question about any of the above, or if we can provide you with any other documents or information, please contact the undersigned. Very truly yours, HOGE, FENTON, JONES & APPEL, INC. J. Randall Toch Of Counsel JRT/ns cc: Clients Emily Kallas – Project Planner (via email only: emily.kallas@cityofpaloalto.org) Sean A. Cottle Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 263  Packet Pg. 849 of 1140  From:Lily Lee To:Council, City Cc:Kallas, Emily Subject:Palo Alto Commons public comment - Agenda item 14, May 5, 2025, City Council Mtg Date:Sunday, May 4, 2025 3:44:16 PM CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. i Dear Mayor Lauing and City Council Members, I have lived at 4080 Wilkie Way since 2003. I support more services for seniors. I have enjoyed sidewalk chats with Palo Alto Commons patients over the years. In addition, however, Palo Alto Commons has harmed our quality of life already, and expansion would make that worse. Thank you to all the City Council members who have visited my backyard to understand better the current conditions and the proposed expansion. As you saw, the current building dominates our backyard. We have no privacy. Patients and staff walk back and forth in common space facing our backyard with floor-to-ceiling windows. Its lights at night are bright. Our children and I feel uncomfortable spending time in our backyard. The building’s shade has killed almost all plants except invasive weeds. When we refinanced many years ago, the appraiser subtracted $50,000 from the value of our home due to then-current impacts of Palo Alto Commons. Now, many years later, the reduction would likely be much higher. Parking is limited, and traffic is unsafe for children going to school. We accepted the impacts of Palo Alto Commons when we moved in. For many years, we wanted to live with a positive neighborly relationship with Palo Alto Commons. Our neighbors on Wilkie Way told us that the company promised that they would not expand. Now, however, these the company has gone back on its word. If this building expands, then all the above impacts would be even worse. Some of our longtime neighbors, beloved local PAUSD teachers, have moved out due to this anticipated expansion. We want to bequeath our home to our children, so they might raise our grandchildren in this neighborhood that we have loved. However, now I worry even more about about the greater loss of value of what we might be able to give them. Furthermore, Palo Alto Commons has not acted in good faith to work with the City Council, Planning and Transportation Commission (PTC) and residents for many years. It has violated many City requirements. It has violated its Planned Community Ordnance for almost 40 years. It has failed to prioritize Palo Alto residents and report annually on compliance. It has violated parking requirements by repeatedly parking construction vehicles and transport vans where they should not This message needs your attention This is a personal email address. This is their first email to your company. Mark Safe Report Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 264  Packet Pg. 850 of 1140  be located. It has misrepresented the true extent of parking impact on its neighbors. I wonder if this company will in the future continue to violate requirements and to renege on past promises. During this development process, Palo Alto Commons has failed to respond meaningfully to change its plans in spite of clear direction for the City Council to seriously consider constructing on the front of the building. This company has also ignored the PTC direction to cut plans for 7 rear- facing units. Palo Alto Commons claimed to respond to neighbors by reducing the number of residential units from 18 to 16, but only by looking at the fine print did we discover that its architects simultaneously quietly added 2 new offices that actually are even closer (less than 11 feet) to the back fences of 2 neighbors. I recommend exploring moving these offices to the front of the building or to an interior location. In spite of repeated opposition from neighbors and the PTC, the current plan continue to violate the1987 daylight plane. The daylight plane encroachment has in fact increased since the original plan presented to the City Council previously. Palo Alto Commons is a private company that profits from harming neighbors. It is not providing any below-market-rate units, so only patients with significant resources can afford it. The community benefits it claims to provide are minimal. Palo Alto Commons has not even followed through on its verbal commitment to a no-cost recommendation from multiple neighbors to paint the back of the building a green color that would blend in with foliage. We supported senior housing, so we did not oppose the Avant expansion, in spite of its multiple violations of usual requirements. However, now we saw that the Avant has created more significant problems than anticipated. Learning from that lesson, we cannot support impacts from 16 new units and 2 new offices. Please vote to follow the PTC recommendation for 9 interior units only so that seniors can have more services, while complying with City requirements and reducing exacerbation of existing neighborhood impacts. Please eliminate the 7 rear-facing residential units, and move the offices or at least increase the setbacks of the 2 offices so they are no longer less than 11 feet from our back fence. Please also insist on enforcement of new and existing and future parking plans. To be fair to all developers, the City Council should compel developers to follow City requirements and to respond meaningfully to City Council members, who are elected to represent residents, and to PTC members, who are appointed by the City Council. Thank you very much for considering my comments. Sincerely, Lily Lee 4080 Wilkie Way Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 265  Packet Pg. 851 of 1140  From:Lait, Jonathan To:Armer, Jennifer Cc:Kallas, Emily Subject:FW: real city planning Date:Wednesday, April 30, 2025 12:43:30 PM Attachments:image001.png image002.png FYI JONATHAN LAIT Director Planning and Development Department (650) 329-2679 | jonathan.lait@paloalto.gov www.paloalto.gov From: Neilson Buchanan <cnsbuchanan@yahoo.com> Sent: Wednesday, April 30, 2025 12:04 PM To: Lait, Jonathan <Jonathan.Lait@paloalto.gov>; Planning Commission <Planning.Commission@PaloAlto.gov> Subject: real city planning CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Good afternoon, Jonathan and Planning Commission I just read about friction for the expansion of Palo Alto Commons. I posted the following comments to Palo Alto Weekly online: This is a complicated decision of tradeoffs. We all would be better informed and prepared if the staff r ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ ‌ i This message needs your attention This is a personal email address. This is their first mail to some recipients. Mark Safe Report CGBANNERINDICATORGood afternoon, Jonathan and Planning Commission I just read about friction for the expansion of Palo Alto Commons. I posted the following comments to Palo Alto Weekly online: This is a complicated decision of tradeoffs. We all would be better informed and prepared if the staff report projected the number of older citizens in Palo Alto in the near future. Pick a point in time such as 2040 and think about the number of aging baby boomers residing in Palo Alto. This situation is great opportunity for our City Council to Powered by Mimecast Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 266  Packet Pg. 852 of 1140  implement wholistic planning for land use and avoid project-by-project discord. *I won't be hanging out with the baby boomers in 2040*. Unfortunatly I was born during WWII.....too early to catch this age wave. Good city planning for land use could adopt planning methods of leading hospitals and health insurers.... ie, know your demographics and future demand for services. Neilson Buchanan 155 Bryant Street Palo Alto, CA 94301 650 329-0484 650 537-9611 cell cnsbuchanan@yahoo.com Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 267  Packet Pg. 853 of 1140  From:Kevin Ji To:Council, City; Clerk, City Cc:Kallas, Emily Subject:4075 El Camino Way Comments With Attachments Date:Monday, April 28, 2025 4:42:46 PM Attachments:City Council Attachments 14.pdf CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Hi Mahea, Emily has let me know that there was an issue with my public comment for 4075 El Camino Way, an agendized item for 5/5. I've gone ahead and split them into smaller chunks. Hopefully they can get aggregated back into one larger comment. Below is my text comment, and the attachments might be in separate emails, replied to this one. In addition, I was wondering if you could let me know how much time I get for speaking on behalf of a group? I want to submit a presentation and want to make sure that there is enough time for each slide. Sincerely, Kevin Dear Mayor Lauing and Members of the City Council, I am writing to express my strong opposition to the proposed expansion of the Palo Alto Commons. This letter outlines serious concerns regarding ongoing code violations and patterns of irresponsible behavior that should be fully considered before any further action is taken. The issues outlined here speak not only to noncompliance with existing agreements, but to a troubling disregard for neighborhood integrity and public trust. Illegal Behavior The Palo Alto Commons has a long history of failing to comply with city regulations and the terms of its original Planned Community (PC) ordinance approved in 1987 (PC-3775). These are not minor oversights—they are foundational requirements meant to safeguard the quality of life for nearby residents and ensure a fair, transparent relationship between developers and the City. Specific violations include: 38 + Years of PC Ordinance Violation: Since its original PC ordinance approved in 1987, the Palo Alto Commons has failed to comply with the requirements set out in the original PC (PC3775, Attachment A) in two Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 268  Packet Pg. 854 of 1140  fundamental ways. Failure to Prioritize Palo Alto Residents: Section 3(a)(9) of the ordinance clearly states that preference must be given to residents of Palo Alto and their families. This measure was meant to ensure that our community benefits from the services and housing offered. Yet, there is no evidence that this stipulation has been honored in practice. Lack of Required Annual Reporting: Section 3(d) mandates that the operator submit annual reports detailing occupancy levels, staffing patterns, and parking usage. This data is essential for monitoring compliance and assessing community impacts. These reports have not been submitted. Insufficient Parking: Section 3(b)(2) requires a minimum of 55 on- site parking spaces. However, the most recent parking study indicates only 52 spaces are currently available. This ongoing shortfall directly affects neighborhood congestion and quality of life. Even more troubling is that these violations have been documented in the staff report and in a filed complaint (#16747006), yet no enforcement action has been taken. This lack of accountability erodes public confidence in the City’s oversight mechanisms. Parking Violations: The Palo Alto Commons have committed numerous parking related violations: Blocking Visitor Parking with Equipment (Attachment B): Construction and maintenance equipment often blocks designated visitor spaces, including those in the underground garage, further reducing accessibility. This occurred for several months. Misuse of Handicap Spaces (Attachment C): The Commons’ shuttle routinely occupies handicap spots and reserves them with cones when not in use—an inappropriate and potentially unlawful practice. This has occurred for several months and continues to occur. Parking in No Parking Zones (Attachment D): The shuttle van is frequently seen parked in zones marked for no parking. This behavior, noted even in the parking study, indicates a disregard for basic parking laws. Overflow onto Public Streets (Attachment E): The facility’s lack of adequate parking has forced employees and visitors to park illegally across the street on El Camino Way. Only the Palo Alto Commons has illegal parking in front of it. This is also incredibly dangerous for bikers, as parked cars illegaly blocks the bike lane. Municipal Code Violations: The proposed Palo Alto Commons expansion Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 269  Packet Pg. 855 of 1140  violates the Municipal Code in several ways: Daylight Plane Encroachment: The proposed expansion violates Palo Alto Municipal Code (PAMC) Section 18.38.150, which requires buildings adjacent to R-1 zones to follow a daylight plane to preserve neighbor access to light and air. Ignoring this regulation directly harms adjacent homeowners. Design Incompatibility: The proposal eliminates prior architectural step-backs, which were designed to reduce visual bulk and preserve neighborhood character. This conflicts with PAMC Sections 18.16.090(b)(4) and 18.13.060(b)(2)(B), which govern appropriate density transitions and context-sensitive design. Bad Neighbor Behavior Beyond legal violations, the Commons has consistently demonstrated disregard for its residential neighbors and the spirit of community-based planning. Rather than being a cooperative presence, it has become a source of tension due to the following behaviors: Abandonment of Original Agreements (Attachment F): The original PC approval was contingent on a lower density design with a step-back architectural transition to respect the surrounding R-1 neighborhood. The proposed expansion disregards these commitments and would impose a larger, more intrusive building on the community. As early as 1978, the El Camino Way area was actually “downzoned to protect the neighbors from over intrusion”. The original developer in 1986 promised that the building would have “comparable density and mass” and proposed a “1-2-3 step-up closest to the property line” as a compromise. Persistent Parking Burdens: Since 1986, neighbors have expressed concern over parking shortages caused by the Commons. These issues remain unresolved nearly four decades later: Palo Alto Commons Bus on Wilkie (Attachment G): While the Palo Alto Commons claims to have enough parking on site, their bus will often park on Wilkie. Palo Alto Commons Vehicles in Visitor Parking (Attachment H): When not on Wilkie, the Palo Alto Commons Bus and Van will take up visitor parking, causing visitors to park on nearby streets. Commons Staff Parking in Neighborhood (Attachment I): Numerous residents have observed staff members from the Palo Alto Commons parking along Wilkie Way and adjacent residential Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 270  Packet Pg. 856 of 1140  streets. Staff are easily identifiable by their uniforms—scrubs and badges bearing the facility’s logo. When approached, some staff have candidly shared that they were instructed by management to park in the neighborhood due to the lack of available spaces on-site. While neighbors are sympathetic to the staff, who are clearly left without sufficient alternatives, the resulting strain on street parking has led to significant disruption and frustration. Residents have also been informed that a dedicated off-site staff parking lot was previously available but has since been eliminated by the operator, further exacerbating the issue. Additional Therapists Parking: Per the Palo Alto Commons’ own parking policy, these people are asked to park on the neighborhood streets. This directly contradicts assurances that parking is sufficient on-site. Visitors Parking: Numerous people we know have told us that they park in our neighborhood to visit the Palo Alto Commons. In fact, when the phone number was dialed, it used to recommend visitors park on Wilkie. Vice Chair Chang of the PTC had this experience, as described in the 6/12/24 PTC meeting. Misleading Information on Parking: Past presentations to the PTC and ARB claimed underutilization of parking. However, the current parking study reveals that all spaces are already in use. No additional parking is proposed for the new development, compounding the problem. Inconsistent Valet (Attachment J): In the new parking study attached in the staff report, the Palo Alto Commons stated that they have a valet helping reduce parking issues. While valet parking is purportedly offered, in practice the stand is frequently unstaffed. There is also no one depicted on page 4 of the parking study. In addition, most of the time, there is no valet. For example, when Mayor Lauing came to visit, there was no valet. Misleading Landscape Information: The ARB asked the Palo Alto Commons to work with the neighbors on the landscaping. Most of the neighbors wanted evergreen trees, specifically, Italian cyprus, and have stated this on the record. However, the Palo Alto Commons continues to plan on planting deciduous trees. In addition, their landscape architect told us that Italian cyprus do not grow in this region, despite one neighbor having them in her backyard. Diminished Public Benefit: When the project was originally built, the developers made an “in-lieu contribution of $205,200” (Attachment A) in 1987 dollars ($588,688 in 2024 dollars) When building the Avant, there was Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 271  Packet Pg. 857 of 1140  a $100,000 contribution to Avenidas (Attachment K, PC5116). Yet the public benefit this time is “2 small trees”, “space for both recycling and compost bins”, and “bike parking” (Attachment L). They claim that the primary public benefit is more housing, but this project does not qualify for RHNA housing. Conclusion The Palo Alto Commons has repeatedly violated the terms of its original development agreement, ignored City ordinances, and shown disregard for the neighborhood that surrounds it. To approve an expansion under these circumstances would not only reward noncompliance, but would also set a dangerous precedent for future developments throughout the city. Our community depends on the integrity of its planning process. If a project fails to honor prior commitments, meet regulatory standards, or respect its neighbors, it should not be allowed to grow further at our expense. I respectfully urge the City Council to deny the proposed expansion until all existing violations are rectified and meaningful accountability is established. Sincerely, Kevin Ji 4072 Wilkie Way Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 272  Packet Pg. 858 of 1140  ATTACHMENT A PC3775 (Original 1987 PC) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 273  Packet Pg. 859 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 274  Packet Pg. 860 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 275  Packet Pg. 861 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 276  Packet Pg. 862 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 277  Packet Pg. 863 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 278  Packet Pg. 864 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 279  Packet Pg. 865 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 280  Packet Pg. 866 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 281  Packet Pg. 867 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 282  Packet Pg. 868 of 1140  ATTACHMENT B Construction Equipment in Parking Spaces over Several Months Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 283  Packet Pg. 869 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 284  Packet Pg. 870 of 1140  ATTACHMENT C Cone Reserving Handicap Spot for Palo Alto Commons Bus Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 285  Packet Pg. 871 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 286  Packet Pg. 872 of 1140  ATTACHMENT D Palo Alto Commons Vehicles Illegally Parking Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 287  Packet Pg. 873 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 288  Packet Pg. 874 of 1140  ATTACHMENT E Illegal Street Parking from Overflow Visitor Parking Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 289  Packet Pg. 875 of 1140  Parking on El Camino Way on the right side is illegal and only occurs in front of the Palo Alto Commons. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 290  Packet Pg. 876 of 1140  ATTACHMENT F 1986/1987 Public Meeting Notes Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 291  Packet Pg. 877 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 292  Packet Pg. 878 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 293  Packet Pg. 879 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 294  Packet Pg. 880 of 1140  ATTACHMENT G Palo Alto Commons Bus on Wilkie Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 295  Packet Pg. 881 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 296  Packet Pg. 882 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 297  Packet Pg. 883 of 1140  Attachment H Palo Alto Commons Vehicles in Visitor Parking Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 298  Packet Pg. 884 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 299  Packet Pg. 885 of 1140  ATTACHMENT I Palo Alto Commons Staff in Neighborhood Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 300  Packet Pg. 886 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 301  Packet Pg. 887 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 302  Packet Pg. 888 of 1140  ATTACHMENT J Inconsistent Valet Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 303  Packet Pg. 889 of 1140  There is often no one at the valet stand. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 304  Packet Pg. 890 of 1140  There is often no valet at all. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 305  Packet Pg. 891 of 1140  ATTACHMENT K Avant Public Benefit (PC5116) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 306  Packet Pg. 892 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 307  Packet Pg. 893 of 1140  ATTACHMENT L Current Public Benefit (6/12/24 PTC Packet Page 182) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 308  Packet Pg. 894 of 1140  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 309  Packet Pg. 895 of 1140  Promises Made, Promises Broken 4075 El Camino Way, 5/5/25 City Council Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 310  Packet Pg. 896 of 1140  Historical Context Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 311  Packet Pg. 897 of 1140  Originally Zoned to Protect Neighbors (Council 9/21/87) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 312  Packet Pg. 898 of 1140  Developer Respects Neighbors Wishes (Meeting 6/23/86) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 313  Packet Pg. 899 of 1140  Agreement on Step Back from the Architect (ARB, 7/2/87) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 314  Packet Pg. 900 of 1140  Parking Compromise (PC3775 Text) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 315  Packet Pg. 901 of 1140  Palo Alto Preference Compromise (PC3775) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 316  Packet Pg. 902 of 1140  Daylight Plane Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 317  Packet Pg. 903 of 1140  Palo Alto Municipal Code 18.38.150 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 318  Packet Pg. 904 of 1140  Daylight Plane Impacts Diagrams Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 319  Packet Pg. 905 of 1140  Daylight Plane Impacts in Real Life Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 320  Packet Pg. 906 of 1140  Daylight Plane Impacts in Real Life Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 321  Packet Pg. 907 of 1140  Daylight Plane Impacts in Real Life Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 322  Packet Pg. 908 of 1140  Daylight Plane Impacts in Real Life Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 323  Packet Pg. 909 of 1140  Why is the Existing PC Daylight Plane 10ft 45° Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 324  Packet Pg. 910 of 1140  What’s the Correct Daylight Plane? ●Because this is a commercial facility, it should be 10ft at a 3/6 angle ●Even if we assume this is residential (20ft setback), no units would be able to built along the Wilkie Way side per staff Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 325  Packet Pg. 911 of 1140  Grandfathering in 10ft 45°? Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 326  Packet Pg. 912 of 1140  Recommendation We recommend that the applicant only build the 7 internal units to be in compliance with the current Municipal Code and in line with the PTC recommendation. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 327  Packet Pg. 913 of 1140  Parking Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 328  Packet Pg. 914 of 1140  Parking was Always a Concern Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 329  Packet Pg. 915 of 1140  Many Visitors and Residents Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 330  Packet Pg. 916 of 1140  Illegal Construction Equipment in Parking Lot Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 331  Packet Pg. 917 of 1140  Illegal Construction Equipment in Parking Lot Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 332  Packet Pg. 918 of 1140  Cone Blocking Handicap Spot Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 333  Packet Pg. 919 of 1140  Illegal Parking Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 334  Packet Pg. 920 of 1140  Illegal Parking Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 335  Packet Pg. 921 of 1140  Palo Alto Commons Bus on Wilkie? Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 336  Packet Pg. 922 of 1140  Palo Alto Commons Bus on Wilkie? Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 337  Packet Pg. 923 of 1140  Palo Alto Commons Bus on Wilkie? Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 338  Packet Pg. 924 of 1140  Palo Alto Commons Bus Still Wilkie? Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 339  Packet Pg. 925 of 1140  Palo Alto Commons Vehicles in Visitor Parking Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 340  Packet Pg. 926 of 1140  Palo Alto Commons Staff Parking in Neighborhood Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 341  Packet Pg. 927 of 1140  Palo Alto Commons Parking Guidelines (PTC 6/12/24) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 342  Packet Pg. 928 of 1140  Valet? Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 343  Packet Pg. 929 of 1140  Valet? Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 344  Packet Pg. 930 of 1140  Valet? Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 345  Packet Pg. 931 of 1140  Current Parking Conditions Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 346  Packet Pg. 932 of 1140  Current Parking Conditions Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 347  Packet Pg. 933 of 1140  Recommendation: Trust But Verify We recommend existing parking issues be resolved before the project continues in the process Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 348  Packet Pg. 934 of 1140  Thank You Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 349  Packet Pg. 935 of 1140  1 Kallas, Emily From:Ellen Hartog <elh109@sbcglobal.net> Sent:Wednesday, April 23, 2025 8:18 AM To:Council, City Subject:The Commons Attachments:The Commons.pdf CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    ! This message could be suspicious   The sender's email address couldn't be verified.   This is a personal email address.   This is their first email to your company.  Mark Safe  Report   Powered by Mimecast    Honorable Counsel Members, Thank you for taking the time to read this email and attachment. I hope all the Counsel Members have had a chance to visit the existing condition of the property as it operates today and the effect it has on the adjacent neighbors or driven to the site and tried to park. The new paint color blue matches the adjacent building, Goodwill's logo blue rainbow. I do not know of any more shocking effect on the neighborhood to see a three story blue structure looming over the one story neighbors. The previous Conditioned of Approval are been ignored. People care about the neighborhood and this is a complete lack of respect to what was previously gone over by both parties over years of work and compromise is shocking and not neighborly. I also learned that the Commons has violated other sections of the Conditions: 1. Violation of Section 3, Subsection (a)(9): This section requires the Palo Alto Commons to give preference for occupancy to Palo Alto residents and their families. 2. Violation of Section 3, Subsection (d): This section requires annual reports of their occupancy/vacancy status, number and age of occupants, number of employees, number of residents and employees use of parking spaces, and copy of renewal license for residential care facility. An complete Environmental Report should be done to ensure noise, light and air, traffic, parking study and more be done properly. The visuals should be agreed to by the neighborhood similar to an HOA so that violations will be addressed and not put off by lack of enforcement. This is a huge impact on the neighborhood. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 350  Packet Pg. 936 of 1140  2 The Commons does not keep their landscaping up toward West Meadow and neither does Goodwill. I walk to El Camino and the bushes collect garbage which is not a pleasant walk. The Commons taking in Palo Alto residence priority. It may not be known when there is a waiting list. There are many more factors and I have attached a letter addressing additional items of concern. Respectfully, Ellen Hartog 330 Victoria Place Palo Alto, CA Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 351  Packet Pg. 937 of 1140  Honorable members of the Palo Alto City Counsel, I am a long time resident of Charleston Meadows neighborhood. I recall when the Commons was developed and designed then to maximize its capacity. We had huge debates how the three story complex would impact the neighborhood and how it would impact adjacent properties. It took much comprising to agree on the building massing, giving up the twenty foot setback for open air space with staggered stories at a 10 foot setback. This solution was assured to the adjacent neighbors this would be the extent of building. Thus, we agreed on color, night sky, privacy, landscaping, number of units, number of parking spaces, along with agreements for reports of occupancy annually and commuter passes for employees. Palo Alto residences were to have a priority in occupancy as a benefit to the public as well as providing a monetary amount to Palo Alto. Unfortunately, this has not been tracked and many promises have been broken along with the actual impact I have experienced personally. I have had to tolerate crowded street parking, blocked driveways, traffic congestion and no parking at the Goodwill – apparently, due to lack of parking at the Commons. Their garage seems to be closed by a gate. Handicap access then not available to visitors. This is the current situation. Their proposal goes against the compromises made in the past. Any further expansion would need to be outside the 20 foot setback as originally zoned or the ten foot compromised setback with a daylight plane of 3:6 for commercial zoning ordinance. I am completely opposed to this project expansion in the rear. All the work we did in the past was to ensure property owners their legal right to light and air. Any expansion should and could be in the front or infill units at court yards as approved by the Planning and Transportation Commission. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 352  Packet Pg. 938 of 1140  The massing of the proposed addition beyond is in direct opposition to the past COA agreement. Any further expansion other than what the P&T Board approved creates impacts that are vast and frankly must be thoroughly studied. The owner’s noise reports do not reflect all circumstances from train horn reflective noise off a three story wall or the additional emergency sirens at different times of day/night or weather condition, or night sky impact of three stories on neighbors. A complete landscaping study should be prepared to reduce the impacts and precise shadow study to include roofs are a must for any neighbor’s solar panels to work. This addition will only exasperate the existing problems, and will create new environmental issues which will need to be studied. It is wise that this project be thorough investigated and have a proper EIR at any rate. There are so many issues not covered or taken into account. This development does not add housing to the housing element. The Commons is a for profit corporation by a huge developer from out of state. Seven single Units are approved now and nine single units more are being asked by the developer which could be relocated to the front. If as currently proposed, this expansion would impact negatively all the single family neighbors along the rear of property parallel to Wilkie Way. Ten single family homes will be far more impacted loosing privacy, air, light, view, noise increased and parking which today is already a huge problem for the neighborhood. More importantly homes values will be devalued by hundreds of thousands each. I am Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 353  Packet Pg. 939 of 1140  all for senior housing but should be built with consideration of the original Conditions of Approval and relocate the nine units or more to the front. The cost to relocate the units to the front of the property along El Camino Way or East Meadow, which is a real option, the owner says it’s cheaper in the rear. Their cost savings will be offset by the neighbor’s losses by 10 homes and more off-site parking demand. A complete EIR needs to be done. Thank you for your time and consideration to please approve the expansion only as previously approved by the Planning and Transportation Commission. Ellen Hartog 330 Victoria Place Palo Alto, CA Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 354  Packet Pg. 940 of 1140  1 Kallas, Emily From:Judy Noice <jelnoice@gmail.com> Sent:Sunday, April 13, 2025 12:48 PM To:Council, City Subject:May 5 meeting re: Palo Alto Commons CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear City Council Members,    I am Judy Noice. My address is 4086 Ben Lomond Dr, Palo Alto, CA 94306. My mother is an Elite Care resident at Palo  Alto Commons, where I visit her almost every day.     Because of travel, I am unable to attend the May 5 meeting in person. I wanted to let you know about an unpleasant  encounter I had with a person on Wilke Way when I was taking my wheelchair‐bound mother for a walk at the beginning  of March of this year.     My mother and I were on the sidewalk behind Palo Alto Commons. My Palo Alto Commons visitor's badge was on my  sweater. As I pushed my mother in her wheelchair, a person came out of the house next to us and asked me if I was  from Palo Alto Commons and where did I park?     When I explained that I was a family member of a resident, and I had parked along El Camino Way, the person told us  Palo Alto Commons visitors clogged all the parking in the area. I replied that I tried to be respectful of the neighbors and  park in the Palo Alto Commons parking lot as much as possible.     The person then asked if I had parked on the street because the underground parking was full. As I was clearly irritated  by this interruption of our walk and was trying to move on, the person then backed up onto the yard and told us they  really were more upset about Palo Alto Commons staff parking on their street and nearby streets.     I told them I highly valued the talented and caring staff at Palo Alto Commons. I then said I hoped the neighbors and  PACommons could figure out a solution to the parking issues for visitors and staff as PACommons provided important  senior housing in Palo Alto.     I was trying to maneuver my mother's wheelchair away when the person then started complaining about an addition to  Palo Alto Commons taking away all the sunlight in their backyard. At this point, I repeated that I hoped the neighbors  and Palo Alto Commons could find a solution to these issues and kept walking away.     Palo Alto Commons provides valuable housing and care for seniors in Palo Alto. Their families and staff are part of the  neighborhood. I hope everyone can work together to find solutions for the issues rather than confronting people from  Palo Alto Commons who are using public sidewalks for recreation.     Thank you for your time,  Judy Noice      Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 355  Packet Pg. 941 of 1140  1 Kallas, Emily From:Marty Douglas <martydoug3@gmail.com> Sent:Monday, February 10, 2025 4:41 PM To:Council, City; Burt, Patrick; Lythcott-Haims, Julie; Lauing, Ed; Stone, Greer; Veenker, Vicki; keithforcouncil2024@gmail.com; georgeglue+ptc@gmail.com Cc:Kevin Ji Subject:PROJECT: Palo Alto Commons (4074 El Camino Way) CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear City Council members,    I have been following the development and expansion of the Palo Alto Commons ever since it was first built,  many years ago. For 45 years, I have lived at 360 Maclane St, three (3) houses from where Wilkie Way dead ends into  Maclane St. Our daughter’s best friend – from 1st through 12th grades ‐ lived on Wilkie Way, with her backyard now  totally obscured from sunlight by the Palo Alto Commons. This facility’s continuous expansion, including now wishing to  "build out" and fill‐in their stacked units, breaks the agreement they made when they 1st built it (having stacked units to  allow more sun to residents' backyards). This blatant disregard of their previous agreement demonstrates their  indifference  for the impact they have on their neighbors. We can not have faith that they will adhere to any further  agreements. For that reason alone you can not approve this expansion plan.                In addition, the impact they have on not providing sufficient parking for their staff and visitors has caused  overflow to occur up and down Wilkie Way and even onto Maclane street where I live. Especially since they built the  Avant independent building, staff and visitors park on Maclane St and sometimes even cut through Jacobs Court as a  shortcut to the Avant. This overflow parking on our street has caused parking issues with tradesmen and workers trying  to provide services to our home. (We recently had tree service & roofing repairs done as a condition of continuing our  homeowners' insurance. The workers had difficulty finding adequate parking for their trucks near our home). Also, with  the streets continuously filled with parked cars, the street sweeper can no longer adequately clean on Monday  mornings. In the past, my neighbors and I would know to move any cars by Sunday evening so that on Monday mornings  the street sweeper could clean (homeowners are paying for this service). Wilkie Way, with its many trees, leaves and  seed pods falling onto the ground and clogging the drains, is particularly in need of street sweeping, which can not be  done d/t so many parked cars from Palo Alto Commons.  Suggestions:  1) Please do not approve the current proposal to “build out” the building, but rather keep the “stacked” units.  Instead, either build up or into the interior.  2)  Require, as a condition of approval, that the facility provide alternative parking sites or transportation  options for staff. (More units means more staff, more external care providers, e.g. PT, OT, hospice, and more  visitors)  3) Perhaps post “No Parking on Mondays for street sweeping” (include the range of months this is done ‐ October‐March?)    Thanking you in advance for your consideration of this issue,  Marilyn Douglas  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 356  Packet Pg. 942 of 1140  2 360 Maclane St.  Palo Alto, CA 94306    Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 357  Packet Pg. 943 of 1140  1 Kallas, Emily From:Andie Reed <andiezreed@gmail.com> Sent:Wednesday, December 11, 2024 11:58 AM To:Planning Commission; Kallas, Emily Subject:Palo Alto Commons CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear Planning Commissioners,  This project asks for an amendment to a PC from 1989, which would in-fill what was intentionally left as air and sun space back in 1989. It is understandable that the residents living behind the project protest the block of buildings increasing in volume. PCs are allowed exceptions to typical zoning rules for a few reasons, one of which is that they provide a public benefit. This proposed ordinance identifies the public benefit as “providing a safe place for Palo Alto residents and other seniors to age”. Although this is a much-needed service for any community, there is no benefit to the general public; in fact, it infringes on the residential rights next door by adding more traffic and taking away benefits previously enjoyed, like privacy and daylight. It is a commercial operation whose services can be bought at a pretty hefty price. Their donation to Avenidas is commendable, but what price will cover the nearby neighbors' daily privacy loss? Please note that the parking analysis done by Hexagon is unreliable. Clearly one can always come up with some kind of metric that shows that parking is not problematic, based on nonsensical evidence. In this case, what the study shows is that the garage is underused (only ½ of parking places underground are typically used per this study). If the facility had no parking issue, visitors and employees wouldn’t be parking on Wilkie Way. Although with more units there will be more convalescents and thus more attendants and visitors, there is no proposed increase in parking. The Wilkie Way residents’ experience as evidenced by their letters and speeches, as well as friends I know who visit there often, testify that Wilkie Way is already used for overflow parking. And that's before the expansion. The draft TDM (traffic demand management plan) included in the packet feels generic; checking boxes and using soft terms like “may provide for penalties”. My neighborhood’s experience with TDMs is that we got left in the dark as the applicant-produced TDM was signed and set in stone without the neighbors’ knowledge and input, and discussions regarding seeing how it goes and making adjustments along the way were disregarded. I would highly recommend the PTC require neighbor input into the TDM before it is finalized. The TDM should include methods to track parking in the neighborhood (instead of only in Palo Alto Commons’ parking garage, per Hexagon). Requiring employees to park underground as well as directing visitors to those 55 spots. Sending overflow to Avant’s additional 42 spots needs to be specified. Monitoring and reporting should be provided by a Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 358  Packet Pg. 944 of 1140  2 third party, with review by the neighbors, and measures for enforcement or penalties determined and put in the document. TDMs can end up being words gathered to solve problems near the end of the project’s approval process that end up not holding water but get institutionalized without neighbors' input. Before finalizing this document, please make the document reflect neighbors’ input and allow for continual review. Thank you, Andie Reed Melville Ave     Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 359  Packet Pg. 945 of 1140  1 Kallas, Emily From:Lily Lee <lee_lilyning@yahoo.com> Sent:Tuesday, December 10, 2024 1:31 AM To:Kallas, Emily; Planning Commission Cc:gsheyner@embarcaderopublishing.com Subject:Comments on 4075 El Camino Way project CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear Commissioners and Emily, Thank you for the opportunity to comment on the proposed expansion at 4075 El Camino Way. I have lived at 4080 Wilkie Way since 2003. Thank you to so many of the Commissioners for visiting our backyards to see for yourselves the impacts of the current structure so you can better understand the potential effects of the proposed expansion. And I would like to thank Emily for answering so many of my questions. As I said before, I support senior assisted living at the 7 proposed interior new units. However, I remain concerned about the 9 external units facing Wilkie Way backyards. The 9/2024 Plans show that behind our backyard at 4080 Wilkie Way, 3 points are currently about 18 feet from our back fence. But the new development would add a new first floor room 10’1” from our fence and a 2nd floor dwelling unit 12’7” ft away, both nearly twice as close. I see another neighbor will have a unit 10’9” from her family’s back fence. We heard at the 6/12 PTC meeting that new construction of this type should follow a 20 ft set back with a 45 degree daylight plane. Multiple commissioners asked the City’s counsel if that meant that the 20 foot set back should apply to this project. At first she said yes, but the planning staff then said that the City Council has occasionally approved PCs that were inconsistent with relevant municipal code 18.38.150 (see pages 118-122 o the transcript). Thank you for motioning for the ARB to “consider the feasibility, and relative benefits to the residents of Wilkie Way, of increasing the setback for newly constructed units to 20 ft to meet 18.38.150.” City staff explained that in response,“The applicant confirmed that it is not possible to reduce the second floor units in a way that would allow for a 20 ft setback. There needs to be structure under the proposed third floor units, but a 20 ft setback would not leave enough space for the 2nd floor additions to be usable as units. The ARB did not comment on the applicant’s justification of the setback. However, they did comment that the three story building with a 10 ft setback and the 45-degree angle daylight plane does meet the zoning requirements and is appropriate next to a one-story residential context. . . . The City Attorney does not determine if a proposed discretionary project is contextually compatible with a neighborhood, that is determined by the ARB.” The above response presumes only one version of the project would be “feasible.” However, the applicant could still explore alternative "feasible" options, e.g. reduce the size, configuration, or quantity of second floor units; reduce the size, configuration, or quantity of 3rd floor units to enable 2nd floor units with a 20 foot setback to support those; or instead of creating two 1st floor rooms with 10’1” and 10’9” setbacks, use new smaller rooms on the 2nd floor to serve those functions. If indeed the 20 foot setback is not required to apply, then could 2nd floor units be set back by a distance of, say, 18 feet, with perhaps a reduction in the number and/or size of units, and still support the 3rd floor units? I do not see evidence that the ARB, the applicant, or staff attempted to meaningfully address the PTC’s motion. I recommend that the PTC return this motion to the ARB for further followup and consult with the City Attorney to clarify legal ambiguity. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 360  Packet Pg. 946 of 1140  2 In addition, we note the applicant sometimes does not follow through on prior commitments. For example, for many years, the applicant failed to follow City requirements to submit a TDM Plan and annual reports about occupancy. The applicant told the PTC in June that it had implemented a new parking plan to divert more parking to its underground garage, but two PTC Commissioners, many employees, and visitor told us that onsite parking is unavailable and that Palo Alto Commons told them to park in the neighborhood. I am compiling a list of inconsistencies in the applicant's actions that I will send separately, for the record, to document a fact pattern in detail. Although we support more senior assisted living, alternative providers with a better track record may be better partners for the City. Parking is one example where the applicant has a mixed record, and I support parking comments already sent by Kai Porter and many other neighbors. I agree with their recommendations that the PTC put in place up front enforceable requirements in its TDM Plan and PC Ordinance to the applicant, e.g. 3rd party confidential surveys of staff and workers, demonstrated parking compliance before approval of TDM, monthly reports to the PTC or ARB, specific dollar amount penalties for noncompliance with an escalation schedule, and a mechanism to enable 3rd party lawsuits by residents. Due to the contradictory legal interpretations in the record and due to the applicant’s history of inconsistency and noncompliance, neighbors representing multiple homes, including ours, have contributed funds to hiring legal counsel. I recommend to the PTC that you ask the applicant for new plans to address neighbors’ concerns more robustly and a revised TDM to address well-established problems before approving this project to move to the City Council. If you would like to visit my backyard again or talk to me further, please contact me at 650-815-9749. Thank you for your attention. Sincerely, Lily Lee Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 361  Packet Pg. 947 of 1140  1 Kallas, Emily From:Lily Lee <lee_lilyning@yahoo.com> Sent:Tuesday, December 10, 2024 2:46 PM To:Kallas, Emily Subject:Re: CEQA question CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Thank you, Emily!    Sent from Yahoo Mail for iPhone    On Tuesday, December 10, 2024, 11:29 AM, Kallas, Emily <Emily.Kallas@cityofpaloalto.org> wrote:  Hi Lily,     Public services in the CEQA checklist refer mainly to police and fire access.  Facilities refer to schools,  parks, and other recreation such as libraries. 16 additional assisted living units, at an existing facility,  would not affect city‐wide emergency response times or access to city facilities in a manner that is not  accounted for in the Comprehensive Plan.      Thanks,  Emily          Emily Kallas, AICP  Senior Planner  Planning and Development Services Department  (650) 617‐3125 | emily.kallas@cityofpaloalto.org   www.cityofpaloalto.org     Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 362  Packet Pg. 948 of 1140  2       Parcel Report | Palo Alto Zoning Code | Online Permitting System | Planning Forms & Applications |  Planning Applications Mapped     From: Lily Lee <lee_lilyning@yahoo.com>   Sent: Tuesday, December 10, 2024 11:03 AM  To: Kallas, Emily <Emily.Kallas@cityofpaloalto.org>  Subject: Re: CEQA question     CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and  clicking on links.       Thank you, Emily,       I did read the memo. I was wondering about how this quote applies or does not apply to this project?     (A) The project is in an area where all public services and facilities are available to allow for maximum development permissible in the General Plan     On Tuesday, December 10, 2024, 8:47 AM, Kallas, Emily  <Emily.Kallas@cityofpaloalto.org> wrote:  Hi Lily,     I appreciate the invitation, but unfortunately I do not have time in my  schedule to accommodate it. Many neighbors have shared pictures with  us throughout the process, and I am confident that between the photos  and many years reviewing development projects that I have a good  understanding of your backyard conditions.      CEQA section 15301 (e)(2) applies as explained in the CE document:  Although the proposed project would increase the existing number of  units and building area onsite, the new units are for assisted living and  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 363  Packet Pg. 949 of 1140  3 residents of these units would not generate new daily vehicular trips or  otherwise result in notable changes to the ongoing use of the facility.  The proposed addition represents a negligible increase in use (the  number of units increases by 13 percent) and minor alteration of the  existing facility (total building area increases by eight percent)  compared to existing conditions. Only two new employees would be  required to operate the expanded assisted living facility, representing a  three percent increase in employees compared to existing conditions.     This qualifies as a negligible expansion for the purpose of CEQA.      The concerns about parking are being responded to as much as  possible. The Zoning Code requires .75 spaces per unit for Assisted  Living use and Palo Alto Commons is providing that for the proposed  total number of units, so we do not have an objective basis to state  there is not sufficient parking. The Transportation Demand  Management Plan (TDM) will help manage and reduce staff trips, and  other changes have been made such as installing a keycard reader to  the gated parking, to improve access.      Thanks,  Emily       Emily Kallas, AICP  Senior Planner  Planning and Development Services Department  (650) 617‐3125 | emily.kallas@cityofpaloalto.org   www.cityofpaloalto.org           Parcel Report | Palo Alto Zoning Code | Online Permitting System |  Planning Forms & Applications | Planning Applications Mapped     From: Lily Lee <lee_lilyning@yahoo.com>   Sent: Monday, December 9, 2024 6:56 PM  To: Kallas, Emily <Emily.Kallas@cityofpaloalto.org>  Cc: Kevin Ji <kevinji2021@gmail.com>  Subject: CEQA question     CAUTION: This email originated from outside of the organization. Be cautious  of opening attachments and clicking on links.       Hi Emily,    Thank you again for answering our earlier questions. I appreciate it. And I know you are very busy, but I would stilll like to invite you to my backyard at 4080 Wilkie Way at other days when you are more free to leave the office. If you are nearby, even if we did not make a formal set time in advance, just call my cell at 650-815- Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 364  Packet Pg. 950 of 1140  4 9749. You are very welcome to visit. I am sure other neighbors would welcome you too.    I read the CEQA memo, and I have a question. I found online in CEQA examples of projects that have “negligible or no expansion of use.” It includes these scenarios:    “(e) Additions to existing structures provided that the addition will not result in an increase of more than:  (1) 50 percent of the floor area of the structures before the addition, or 2,500 square feet, whichever is less; or  (2) 10,000 square feet if:  (A) The project is in an area where all public services and facilities are available to allow for maximum development permissible in the General Plan . . . “  (Source: https://www.law.cornell.edu/regulations/california/14- CCR-15301#:~:text=Class 1 consists of the,of existing or former use.)    The proposed project would total 6,865 square feet, which exceeds the limit in (e)(1) above. Regarding (e)(2)(A), can you explain how that situation might apply or not in this project?     You have heard many concerns that public parking is not sufficient to allow for the current use, let alone an expanded use. Is that relevant?    And this project includes a 13% expansion of number of units, which is certainly an expansion of use.     I appreciate your help understanding this topic. Thank you!    Lily      Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 365  Packet Pg. 951 of 1140  1 Kallas, Emily From:Kevin Ji <kevinji2021@gmail.com> Sent:Tuesday, December 10, 2024 12:09 AM To:Kallas, Emily; Planning Commission Subject:12/11/24 Presentation CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Hi Emily,     Per your instruction, I've attached the presentation I'd like your help to display at the 12/11 PTC meeting 24 or more  hours in advance.     Please let me know if you have any questions.    Sincerely,     Kevin  To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. PTC 12_11.pptx To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 366  Packet Pg. 952 of 1140  1 Kallas, Emily From:Mona He <hermesmh1@gmail.com> Sent:Tuesday, December 10, 2024 12:09 AM To:Planning Commission; Kallas, Emily Cc:Kevin Ji; JamesYahoo Porter; Lily Lee; Jenny Chen; Jennie Chen; Ellen Hartog (wilkie Neighbor); Grace (Yan Feng) Wang; danielpei@gmail.com; Jayashree Divekar 4050 Wilkie; Shashank Divekar 4050 Wilkie Neighbor; garrettchan@hotmail.com; James Cham; james.cham@gmail.com; Jagdish Pamnani; Marty Douglas (neighbor); Natacha Telusca; Tom Huibin Tang; Zhang Fion; simon_weng@yahoo.com; Mona He Subject:Opposing Palo Alto Commons proposed expansion CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear PTC members and Emily,      1. Discrepancies on staff report;    1). Dayline plane is never in compliance. I found out the Dayline plane is always in question and it needs to be correctly  stated in the staff report to prevent further confusion.     .........    The proposed is NOT in compliance with current Palo Alto municipal code 18.38.150(e). Staff in the past and continues  to mislead the PTC on this specific daylight plane code violation despite neighbors have discussed with staff and pointed  out numerous times during the past PTCs, ARBs and in person meetings with staff. The daylight plane currently used on  the proposed expansion is 10' setback with 45 degrees height increase. However the current PC daylight plane for PC is  18.38.150(e). It is the maximum height established by a daylight plane beginninag at a height of ten feet at the applicable side or rear site lines and increasing at a slope of three feet for each six feet of distance from the side or rear site lines until intersecting the height limit otherwise established for the PC district.     2). According PC 5116, there is 38 underground parking spaces and 3 surface parking spaces, plus 55 total underground and surface parking spaces. it is clearly discrepancies from PC 5116. There are only 55 parking spaces for Palo Alto Commons NOT 57!!!     Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 367  Packet Pg. 953 of 1140  2     2. Multiple PC 5116/PC 3775 violations      Palo Alto Commons has currently in violation of its PC 3775 conditions and they need to bring its conditions in  compliance before seeking any additional proposed project to be considered for approval.      1). PC 3775 section 3 (b)15.a; (b)15.b; (b) 15.c           " a. Maintenance in a central location of timely information regarding commute alternatives and distribution of  same to all new employees. The information should include all relevant transit system timetables, information about  ridesharing from RIDES for Bay Area Comauters, Inc. and County Transit, information on the buildings' and the Cityt's  bicycle facilities. b. A means to provide or reimburse employees for transit passes. c. Assurance that the property  manager will provide each employee with the RIDES car pool match list application form and information package at  least once each year."        I talked to the Commons employee at the beginning of November who was still parking in front of my house. She said  she had never received any information regarding the transit and carpool information. And they still were told not to  park in the underground parking garage and continue on parking in the neighborhood.         2). PC 3775 section 3 (d)Annual Report           " The management shall provide the City with an annual project report with the following information:                      1. Occupancy/Vacancy status                      2. Number and age of occupants                       3. Number of employees                      4. Number of residents and employees who use parking spaces                      5. Copy of Renewal License for. Residential Care Facility     "  Wilkie neighbors  have been repeatedly asking  city staff and Palo Alto commons regarding the annual information. And  we were told there has never been such information ever submitted to the city and Commons has never composed that  information for the public. Commons     3.Object to Proposed Categorical Exemption of Project under CEQA.   This proposed expansion cannot not be granted an exception from CEQA. CEQA report is required for this project. Please  see Grace and my attorney's letter emailed to PTC and Emily at 4:19pm on Dec 11, 2024 for the detailed legal reasons of  objection.      Best regards,    Mona    Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 368  Packet Pg. 954 of 1140  1 Kallas, Emily From:Kevin Ji <kevinji2021@gmail.com> Sent:Tuesday, December 10, 2024 12:12 AM To:Planning Commission Cc:Kallas, Emily; gsheyner@paweekly.com; Gennady Sheyner; Lee_lilyning@yahoo.com Subject:Anonymous Letter CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear Planning Commission,     I was asked to share this letter on behalf of someone who would like to remain anonymous.     ‐‐  December 8, 2024    I often visit a patient at Palo Alto Commons.  I am submitting this  anonymously because the patient is concerned that this letter could affect  how they are treated by staff at the facility.    Only once can I ever remember finding a place to park in the visitor lot for  Palo Alto Commons.  Sometimes a van belonging to the Palo Alto Commons is  parked in one or more of those spaces. Another visitor space is reserved for  future residents, and thus not intended for those visiting current patients.  Construction materials or other obstructions sometimes occupy other spaces.  And then there are always cars I presume belong to other visitors in what  few spaces remain.    Not finding a spot in the visitor lot, I then have to exit back onto El  Camino Way.  There are never any other free places to park anywhere along El  Camino Way because you can't park in many stretches and the rest are already  filled with cars, probably belonging to customers of Goodwill.  The same is  true for West Meadow, so I end up parking on Wilkie Way.  I heard that  neighbors on Wilkie are protesting being used as the effective extension  parking lot for Palo Alto Commons and I am sorry that I contribute to their  problem.  I reached out to them and am grateful that they will submit this  letter.    Please note that there are no handicapped parking spaces in the Palo Alto  Commons visitor lot and this adds a further problem.  When I brought with me  a visitor who is mobility‐impaired, I had to drop that person off, park on  Wilkie, and then literally run back to attend to them.    There are a couple of signs in the Palo Alto Commons visitor lot indicating  one can call for parking assistance.  However, to place a call safely  requires me to first park somewhere.  Since there's no place to park in the  visitor lot, that means I first have to park on Wilkie.  Once I've done  that, there's no point in calling.  So the signs don't help at all.  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 369  Packet Pg. 955 of 1140  2   I'm sure the staff at Palo Alto Commons want their patients to receive  visitors.   But by having seriously inadequate visitor parking and no  handicap spaces, they are making it much harder for me and others to visit.  Fewer visits is detrimental to the health and well‐being of those living at  the facility.    I urge the city to insist that Palo Alto Common's visitor parking be  expanded to meet its present needs so that I and others no longer need to  park on Wilkie.  Furthermore, if the number of rooms at Palo Alto Commons is  to increase, so should the visitor parking accordingly.    Sincerely,    Name Withheld  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 370  Packet Pg. 956 of 1140  1 Kallas, Emily From:Nia Porter <nial.p.23@gmail.com> Sent:Monday, December 9, 2024 1:01 AM To:Kallas, Emily; Planning Commission Subject:Comment about project at 4075 El Camino Way CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Dear Commissioners and City staff,     I want to comment on the senior housing behind my backyard.. I have lived at 4080 Wilkie Way since 2007. Growing up, whenever I looked out of my back window or went into my backyard, I saw a huge building with many windows, and I always felt as if people could be watching me from above. The building is 10 ft from my back fence. On the 2nd floor is a common space where people go back and forth all day and night. If I could see them, then they must also be able to see me.     Expanding the building would make the situation even worse. To help make up for this problem for neighbors, it could be good to give more benefits to the community. I do community service volunteer teaching at nearby parks and at the East Palo Alto Arts Center. And my grandma used to live at an assisted living facility. So I wonder if Palo Alto Commons could look into ways to help seniors and the rest of the city together?    I looked at Attachment G of the staff report for the June PTC meeting. I talked at that meeting. The main public benefit they talk about is housing for seniors. At a recent project at Ellsworth and Middlefield, the PTC said that housing is not by itself considered a public benefit. If public benefit is not that high, then can this project still use Planned Community zoning?     Also, I know this project will give in lieu fees to the City. Those are required. But to make up for harming the neighbors, maybe Palo Alto Commons should give more public benefits beyond that. For example, I did see that previously Palo Alto Commons gave a $100,000 to Avenidas to help low-income seniors. That’s great. But they are not doing anything like that this time. In addition, sometimes new development projects give other benefits, like improving nearby parks, lighting, grants to nonprofits nearby or other community programs. I know many residents of Palo Alto Commons may not be able to get around as easily as they used to. But I still sometimes see them walking around our house or being pushed in their wheelchairs enjoying sunshine, flowers, and talking to the neighbors. Maybe they enjoy visiting Robles and Ventura Parks. Could Palo Alto Commons help make the nearby parks nicer or help take care of them? Then that helps their own seniors plus the neighbors.    I also wanted to talk about landscaping. At the October 5, 1987, City Council meeting, “Bob Peterson, Landscape Architect, said the planting along the rear property line was the major concern of the neighbors. The plans showed a predominance of evergreen, moderately fast-growing trees.” But I did not remember seeing many trees behind my backyard planted by Palo Alto Commons.     At the 7/18/2024 ARB meeting, the meeting minutes said, “Board Member Hirsch stated that landscaping is critical for privacy. Board Member Hirsch thought it was possible to put some landscaping adjacent to Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 371  Packet Pg. 957 of 1140  2 the fence line to create a higher barrier for privacy on the Wilkie side but not too high to increase shadowing on the neighbors’ properties but the applicant needs to coordinate with each of the affected residents.”    Palo Alto Commons said at the 7/18 ARB meeting it would match the landscaping to what individual neighbors want. At the 8/2024 meeting with the landscape architect and the neighbors at Palo Alto Commons they said the same thing.     Our house has the largest number of apartments that are already 10 ft away from our back fence, so our backyard is almost totally shaded already. So new trees will not make it worse. Our family and other neighbors told Palo Alto Commons and the City in person and in writing that we want evergreen instead of deciduous trees:  1. 4080 Wilkie - Lily Lee and James Porter 2. 4076 Wilkie - Yang Sze Choo and James Cham 3. 4072 Wilkie - Kevin Ji & Jenny Chan 4. 4060 Wilkie - Yanfeng Wang   I’m glad the landscape architect added more trees to the plan presented in October to ARB. But why did he make all the trees deciduous? The staff report said, “While normally evergreen trees are preferred for privacy, deciduous trees are proposed at the request of neighbors who would like to minimize additional shade in their backyards.." Palo Alto Commons said at the October ARB meeting that the “majority” of the neighbors want deciduous trees because they don’t want extra new shade. So Palo Alto Commons made all the new trees deciduous. But if 8 homes are behind Palo Alto Commons, and I know at least 4 families want evergreen, then even if all the other 4 neighbors want deciduous, 4 out of 8 is not a majority. I think it should be easy to plant evergreen trees behind families that like those and plant deciduous trees behind families that like those.    In addition, my family said at the 7/18/2024 ARB meeting that we like green paint that blends into the leaves. Is it too late to make the back green?     These seem like easy things to do to make the new apartments look nicer for the neighbors. It would be great to talk about these things at the Wednesday meeting and then see what Palo Alto Commons can do about it and report back at the next PTC meeting.     Thank you for reading my comments.     Sincerely,    Nia Porter    Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 372  Packet Pg. 958 of 1140  1 Kallas, Emily From:Shashank Divekar <shashankdivekar@yahoo.com> Sent:Monday, December 9, 2024 2:15 PM To:Kallas, Emily; Planning Commission Cc:Jayashree Divekar Subject:Objection to expansion of Palo Alto Commons at 4075 El Camino Way CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear Planning and Transportation Commission, Thank you for the opportunity to comment on the proposed project to expand the Palo Alto Commons at 4075 El Camino Way (“project”). Myself and Jayashree cc:ed here are residents of 4054 Wilkie Way and have our backyard sharing the fence directly with Palo Alto Commons. Assisted living services are important community service. We are hoping that at least 7 units inside the 'project' will not cause physical disruption to the Wilkie neighbors (although they will increase parking/transportation impacts). However, for the remaining 'external' 9 units that will increase into two and three story additions to the existing buildings, we voice our objections as follows: Parking: Visitors and service providers for Palo Alto Commons residents already often park in the nearby residential streets. Even though Palo Alto Commons stated it implemented improvements in the summer, I still see congested parking, and it will get worse when parking is removed from El Camino Real. In fact, even the Palo Alto Commons bus parks on Wilkie. Please make the new Transportation Demand Management (TDM) Plan stronger and include enforcement for violations. Although the ARB suggested setting up a parking permit system, that would require residents to pay for permits, and it would allow Palo Alto Commons to buy its own parking permits too. So it is unclear if that would be helpful.. Daylight Plane: Given that this is a commercial project, the daylight plane for PCs that are commercial should be 10 ft setback, with a 30/60 angle daylight plane. However, even if we use the residential setback, which is 20 ft setback and 45 degree angle, every new external proposed unit against the Wilkie Way side would violate these limits. Reduced Natural Sunlight: This imposing building would reduce the amount of natural sunlight we get. This is in clear violation of the required “low-density residential transition” and policies in the Palo Alto Comprehensive Plan such as “L6.8: Preserve exposure to natural light for single-family residences” Please consider reducing the number, size, and/or placement of units in a manner that reduces further shading. Low-Density Residential Transitions: Regardless of whether this project is considered commercial or residential, it is subject to low-density residential transitions. These transitions (such as stepbacks) are part of the municipal code in general and are also specifically in the current Planned Community Zoning that currently applies. These setbacks were also promised to the neighbors in 1986 when the project was first built. Please maintain these stepbacks. Loss of Privacy : The imposing structure with added units will have significant impact on our family privacy with new residents having clear view of our house and yard. Palo Alto is a treasured city for many reasons, this being one of them, and we would like to keep it that way. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 373  Packet Pg. 959 of 1140  2 Loss of house maket value: There will be loss of market value to single family residences on Wilkie Way: With increased units and density resulting by expansion of Palo Alto Commons, we as owners will suffer loss of market value to our residences. Thank you for considering my comments. Sincerely, Shashank Divekar Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 374  Packet Pg. 960 of 1140  1 Kallas, Emily From:James Porter <jporter992003@yahoo.com> Sent:Monday, December 9, 2024 4:07 PM To:Planning Commission; Kallas, Emily Subject:Comments on 4075 El Camino Way (Palo Alto Commons Expansion) 12/11 PTC Meeting CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear Commissioners and City Staff, Thank you for the opportunity to comment on the proposed expansion at Palo Alto Commons. I have lived at 4080 Wilkie Way for 21 years with the commons as our backyard neighbor. I support expansion of senior assisted living opportunities. I’m glad that Palo Alto Commons, the “applicant,” has proposed 7 interior new units, and I support that in spite of the parking impacts. However, the proposal for 9 additional external units exacerbates existing massing and visual impact from our family room, bedroom and backyard. More workers and visitors exacerbate existing parking congestion, which will only get worse when parking is removed from El Camino Real. We appreciate that the applicant has improved landscaping and window plans to address privacy concerns. However, even after concerns expressed by the PTC 6/12/2024 with regard to massing, closeness of the existing Palo Commons units to Wilkie Way backyards, and uncertainty on daylight plane and setbacks there have been no proposals that would reduce the quantity, size, or placement of the 9 exterior units. In addition, we have been confused about various legal topics during the PTC and ARB meetings, including the setbacks and the daylight plane, where we heard inconsistent messages, including from the City’s counsel. We have heard that the PC could overwrite itself or existing regulation. The original building was built with 10 feet setback at 45 degree. We have heard that the correct up to date 20 foot setback for commercial building can not be applied because it would put the rest of the building out of compliance. But shouldn’t there be flexibility there given PC flexibility? Regardless of the legal requirements, I ask the PTC to consider that the neighbors have already endured a 10 foot setback, and if new construction should follow a 20 foot setback, then out of human sense of fairness, it feels like the wrong direction to allow even more new construction with a 12.5 foot setback. I am not an architect, but I understand that all new 3rd story units would have a 20 foot set back. I was told that without the 2nd floor units for support, the 3rd floor units could not be built. I don’t understand that just based on simple geometry. Please help me understand why the project could not still go forward with fewer external units so that it stays within a 20 foot set back? I thought the PTC asked the ARB to discuss what the plans would look like with a 20 foot set back. But the ARB just said that the 10 foot setback was ok. I don’t think the PTC should approve this project without getting the answer to the questions they asked in June to the ARB about potential compromise options that reduce the impact of the 9 external units. It would be good to hear more from the ARB and the applicant’s architect. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 375  Packet Pg. 961 of 1140  2 I also have concerns about the parking, so I hope that the PTC will put in specific legal requirements to hold Palo Alto Commons accountable to show that they can do what they promised to reduce parking congestion before you approve this project. I also think you should put in enforcement requirements to make sure they keep their promises after they get your approval. If they don’t do what they promise, they should get more penalties. Please be specific about continuing to check yourself (as you have already). In conclusion, thank you for listening to our recommendation to continue to discuss the proposed project especially to explore further reductions in the number, size, and placement of proposed new external 9 units, especially the 3 2nd floor units with 12.5 foot setbacks. Thank you, James Porter Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 376  Packet Pg. 962 of 1140  J. Randall Toch 408.947.2492 randy.toch@hogefenton.com Silicon Valley Office | 55 South Market Street, Suite 900, San Jose, California 95113-2324 phone 408.287.9501 fax 408.287.2583 www.hogefenton.com December 9, 2024 Via E-Mail only (planning.commission@cityofpaloalto.org) Honorable Members of the City of Palo Alto Planning and Transportation Commission 250 Hamilton Ave. Palo Alto, CA 94301 Re: Meeting Date: December 11, 2024 Agenda Item: 2 Project Description: Proposed Zoning Amendment and Architectural Approval for Palo Alto Commons Subject Property: 4075 El Camino Way, Palo Alto, California Report #: 2410-3649 Our Clients: Mona He and Grace (Yan Feng) Wang Objection to Proposed Categorical Exemption of Project under CEQA Dear Honorable Members of the City of Palo Alto Planning and Transportation Commission: This law firm represents Mona He and Grace (Yan Feng) Wang who own single story residences on Wilke Way. The residences are adjacent to the real property situated at 4075 El Camino Way, Palo Alto (the “Subject Property”). For the reasons stated in this letter, Ms. He and Ms. Wang object to the proposed categorical exemption of the project under CEQA, and oppose the project itself in its current form. The project under consideration by the Commission as Agenda Item No. 2 is defined in the staff report for the December 11, 2024 Planning & Transportation Commission Meeting (the “Staff Report”) under the heading “PROJECT DESCRIPTION” as follows: “an amendment to the existing PC Zone District (PC-5116) . . .” (the “Project”).1 I. The Project is a proposed Zoning Amendment which would alter multiple aspects of the City of Palo Alto Municipal Code. (It is not a mere application for a permit to allow minor physical alterations to an existing facility.) The California Environmental Quality Act Requires Environmental Review of Proposed Zoning Amendments. 1 See City of Palo Alto Planning & Transportation Commission Staff Report, Item No. 2, Page 2 of 10 (Packet Pg. 11) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 377  Packet Pg. 963 of 1140  Honorable Members of the City of Palo Alto Planning and Transportation Commission December 9, 2024 Page 2 The categorical exemption from environmental review under CEQA that is suggested by staff for the Project is inapplicable to the proposed Project. We carefully reviewed the relevant documentation posted by staff regarding the Project, including, without limitation, the document dated October 9, 2024, entitled “Memorandum”, which David J. Powers & Associates, Inc. prepared (the “Powers Memo”). In brief, the Powers Memo improperly concludes that the requested zoning change application, which is a legislative activity, is categorically exempt from environmental review under the California Environmental Quality Act (“CEQA”) pursuant to 14 C.C.R. Section 15301. However, 14 C.C.R. Section 15301(e)(2), which is relied upon by the authors of the Powers Memo, applies, by its express terms, only to proposed construction projects, and not to legislative activity.2 This inconsistent line of reasoning applied by the Powers Memo and by City staff is false, incorrect, misleading, and, if adopted by the City of Palo Alto would likely be entirely unlawful. Accordingly, the City of Palo Alto (the “City”) must conduct an environmental review prior to adopting a zoning ordinance, which according to the Staff Report, will modify each of the following aspects of the City of Palo Alto Zoning Ordinance.3 • The provided units would increase by 16 units; •The allowed lot coverage and floor area would increase to accommodate the approximately 6,890 square foot addition; •The minimum setback would decrease from 8 feet to 6 feet for the southwestern property line adjacent to Goodwill; and •The parking ratio provided would reduce from 0.46 spaces per unit (1.16 spaces per 2.5 beds) to 0.41 spaces per unit (1.01 spaces per 2.5 beds), as no additional spaces are being provided. However, this is consistent with the standard code requirement for this use, which is one space per 2.5 beds.” (Emphasis Added.) Proposed Zoning Amendments (and General Plan Amendments) are “Projects” as defined in CEQA. In connection with the foregoing, 14 C.C.R. Section 15378 states, in pertinent part, as follows: (a)“Project” means . . . any of the following: [¶] (1) An activity directly undertaken by any public agency including but not limited to . . . enactment and amendment of zoning ordinances, and the adoption and amendment of local General Plans or elements thereof . . . (Emphasis added.) 2 The Powers Memo also asserts, without explanation, attribution, or legal authority of any kind whatsoever, that a 13% increase in intensity of use is somehow “negligible” for purposes of CEQA. (Powers Memo, Pg. 12) 3 See City of Palo Alto Planning & Transportation Commission Staff Report, Item No. 2, Page 6 of 10 (Packet Pg. 15) Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 378  Packet Pg. 964 of 1140  Honorable Members of the City of Palo Alto Planning and Transportation Commission December 9, 2024 Page 3 And, Public Resources Code Section 21080 states, in pertinent part, as follows: (a) Except as otherwise provided in this division, this division shall apply to discretionary projects proposed to be carried out or approved by public agencies, including, but not limited to, the enactment and amendment of zoning ordinances, the issuance of zoning variances, the issuance of conditional use permits, and the approval of tentative subdivision maps unless the project is exempt from this division. (Emphasis Added.) The Powers Memo asserts that the Project (which is an application for a zoning change) is exempt from environmental review under CEQA pursuant to 14 C.C.R. Section 15301, which provides, in pertinent part, as follows: Class 1 consists of the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. The types of “existing facilities” itemized below are not intended to be all-inclusive of the types of projects which might fall within Class 1. The key consideration is whether the project involves negligible or no expansion of use. [¶] Examples include but are not limited to: . . . (e) Additions to existing structures provided that the addition will not result in an increase of more than: [¶] (1) 50 percent of the floor area of the structures before the addition, or 2,500 square feet, whichever is less; or [¶] (2) 10,000 square feet if: [¶] (A) The project is in an area where all public services and facilities are available to allow for maximum development permissible in the General Plan and [¶] (B) The area in which the project is located is not environmentally sensitive. (Emphasis Added) Clearly and unequivocally, a proposed zoning amendment that is intended to alter municipal laws relating to zoning restrictions, including, without limitation, reducing property line setback requirements and altering sightlines, ambient light, noise patterns, roadways, traffic, floor area ratios, intensity of use, and reduction of parking requirements, could, and very likely would, have profound environmental impacts, as well as civil and criminal ramifications. The foregoing cannot simultaneously be considered just a “minor alteration of an existing structure” that happens to be located in a zoning district that already permits the intended use. In the current application, the proposed use is expressly prohibited under the existing zoning, hence the need for the requested zoning amendment. If the state legislature had intended for zoning amendments and general plan amendments to be exempt from environmental review, it could and would have included such legislative activities in the list of statutorily exempt types of projects. Similarly, if the Secretary for Resources had intended for zoning amendments to be categorically exempt from environmental review, the Secretary for Resources would have included such projects in the list of categorical exemptions authorized by Public Resources Code Section 21084, which are published in 14 C.R.C. Section 15300, et seq. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 379  Packet Pg. 965 of 1140  Honorable Members of the City of Palo Alto Planning and Transportation Commission December 9, 2024 Page 4 The conclusion is clear and unmistakable. Proposed zoning amendments are specifically INCLUDED in CEQA by statute, because they have great potential to cause significant environmental impacts. Accordingly, the narrow criteria of the categorical exemption set forth in 14 C.C.R. Section 15301, which relate solely to proposed minor alterations to an existing building, without a change of use, do not apply to this proposed Project, which is a proposed zoning amendment that would change multiple aspects of the permitted uses of the Subject Property and would allow activities on the Subject Property that are currently prohibited. Accordingly, environmental review is mandated by CEQA and must be conducted in accordance with applicable laws prior to enactment of any proposed modification of the existing PC Zone District (PC-5116). II. Potential Significant Environmental Impacts Result from the Project. Phase 1 of the development of the Subject Property was approved in the late 1980’s through adoption of a Planned Community zoning ordinance (City of Palo Alto Ordinance No. 3775). At that time, potential environmental impacts were discussed and mitigated through the use of a terraced building design in which each higher floor was recessed further from property lines, and this design mitigation was incorporated into the applicable zoning ordinance. Multiple members of the community participated in that negotiation and remember the developer’s promises that the design would not be altered. And, Phase 2 of the development of the Subject Property was approved in the early 2010’s through adoption of a second Planning Community zoning ordinance (City of Palo Alto Ordinance No. 5116). And, the terraced design was carefully maintained at that time. However, the developer has now come to the City with a proposed Phase 3, which would disregard the very same environmental mitigations that were incorporated into the prior design in order to be able to alter the use of the Subject Property in a manner that was expressly prohibited at each prior phase. Nevertheless, the Powers Memo claims that these requested zoning changes, which would greatly expand the permitted uses of the Subject Property, are merely a “minor alteration” to the Subject Property that cannot possibly result in an environmental impact, and are therefore exempt from environmental review under CEQA. However, given the fact that the previously approved environmental mitigations would be eliminated upon approval of the current Project, it is apparent that the proposed Project would result in significant environmental impacts, per se. A review of the public comment for the Project revealed that there was a proposed alternative design in which the existing facility would be built upwards over the existing third floor rather than outward over the first and second floors. This proposal potentially mitigates some of the resulting environmental impacts to a less than significant level, while achieving the benefits of the same proportional increase in intensity of use. However, the developer apparently rejected that mitigation proposal as not economically acceptable. The upshot is that the developer desires to be permitted to cause an environmental impact in order for the developer to be able to benefit financially. This is precisely the type of environmental cost vs. economic benefit analysis that CEQA is intended to cause to be disclosed to the decision makers prior to deciding upon approval of a proposed project. Additionally, public comment reveals that the facility is already short of available parking, which results in inconvenience to the residents and neighbors, and causes additional Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 380  Packet Pg. 966 of 1140  Honorable Members of the City of Palo Alto Planning and Transportation Commission December 9, 2024 Page 5 neighborhood traffic. A further reduction in parking capacity proposed by the application combined with elimination of entire parking areas to be used for staging during construction will only exacerbate the traffic problems that have not been reviewed and mitigated. Allowing improvements on the second and third floors to encroach closer to property lines will increase noise and ambient light emitted towards neighborhood properties. The additions will also have an adverse impact on the existing daylight plane in violation of Palo Alto Municipal Code Section 18.38.150(e). And, finally, it is our understanding that the facility, as presently configured, may currently be operating in violation of the applicable conditions of approval of Ordinance 3775 and/or Ordinance 5116, and that numerous complaints have been made to code enforcement with respect to such violations. If the Subject Property is, in fact, currently out of compliance with applicable zoning and/or use permits, then it should not be eligible to receive additional concessions until all such violations have been remedied. The foregoing are just some examples of the many potential significant environmental impacts that might occur as the result of approval of the Project and the proposed development. III. Conclusion. We urge this commission to follow applicable law and refer the matter to staff to prepare a full environmental review as required in accordance with the California Environmental Quality Act. After an appropriate environmental review has been completed, this commission will be better able to make a recommendation to the City Council that is in compliance with the commission’s legal responsibilities. Such a recommendation should properly take into consideration possible alternative designs, further mitigations, and/or, if appropriate, adoption of a Statement of Overriding Considerations regarding any significant environmental impacts arising from the Project. Alternatively, the proposed Project must be denied. If you have question about any of the above, or if we can provide you with any other documents or information, please contact the undersigned. Very truly yours, HOGE, FENTON, JONES & APPEL, INC. J. Randall Toch Of Counsel JRT/ns cc: Clients Emily Kallas – Project Planner (via email only: emily.kallas@cityofpaloalto.org) Sean A. 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Public Comments        Item 13: Staff Report Pg. 385  Packet Pg. 971 of 1140 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¶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±3URMHFW3ODQQHU YLDHPDLORQO\HPLO\NDOODV#FLW\RISDORDOWRRUJ  6HDQ$&RWWOH Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 386  Packet Pg. 972 of 1140  1 Kallas, Emily From:Lily Lee <lee_lilyning@yahoo.com> Sent:Monday, December 9, 2024 6:56 PM To:Kallas, Emily Cc:Kevin Ji Subject:CEQA question CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Hi Emily, Thank you again for answering our earlier questions. I appreciate it. nd I know you are very busy, but I would stilll like to invite you to my backyard at 4080 Wilkie Way at other days when you are more free to leave the office. If you are nearby, even if we did not make a formal set time in advance, just call my cell at 650-815- 9749. You are very welcome to visit. I am sure other neighbors would welcome you too. I read the CEQA memo, and I have a question. I found online in CEQA examples of projects that have “negligible or no expansion of use.” It includes these scenarios: “(e) Additions to existing structures provided that the addition will not result in an increase of more than: (1) 50 percent of the floor area of the structures before the addition, or 2,500 square feet, whichever is less; or (2) 10,000 square feet if: (A) The project is in an area where all public services and facilities are available to allow for maximum development permissible in the General Plan . . . “ (Source: https://www.law.cornell.edu/regulations/california/14-CCR-15301#:~:text=Class 1 consists of the,of existing or former use.) The proposed project would total 6,865 square feet, which exceeds the limit in (e)(1) above. Regarding (e)(2)(A), can you explain how that situation might apply or not in this project? You have heard many concerns that public parking is not sufficient to allow for the current use, let alone an expanded use. Is that relevant? And this project includes a 13% expansion of number of units, which is certainly an expansion of use. I appreciate your help understanding this topic. Thank you! Lily Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 387  Packet Pg. 973 of 1140  1 Kallas, Emily From:Daniel Pei <danielpei54@gmail.com> Sent:Monday, December 9, 2024 9:20 PM To:Kallas, Emily; Planning Commission Subject:Wilkie Resident Concerns on Proposed Expansion of the Common Complex CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear Emily and Commissioners,  I hope this message reaches you well. As someone who has grown up cherishing the quiet and connected community of  Palo Alto, I wanted to share some heartfelt concerns about the proposed expansion of the complex near our  neighborhood. While the intention behind the project is noble, the impacts on residents like myself cannot be ignored.  The False Promise of Parking Relief  I’ve noticed some improvement in parking recently, which I’ve learned is due to the commons strategically instructing  staff to avoid parking on our residential streets—perhaps in anticipation of the upcoming vote. But even with this  temporary relief, it’s still challenging to find parking. This has made me wonder: if parking is barely manageable now,  what will happen when the expansion is approved and these limitations are no longer in place? The thought of my family  and neighbors struggling even more for parking in front of our own homes feels both unfair and inevitable.  The Impact on Mental Well‐Being  One issue that hasn’t been addressed enough is the toll this project takes on mental health. Noise pollution from the  cooling units alone is exhausting, but it’s more than that. The lack of sunlight in our living spaces, the feeling of exposure  in our own backyards, and the constant uncertainty of parking make it hard to truly relax in our own homes. Home is  supposed to be a sanctuary—a place to recharge. But for many of us, it has started to feel like a battleground for basic  comfort and peace.  Compromising the Seniors’ Experience Too  It’s important to remember that this isn’t just about the residents of Wilkie Way. The seniors who live in the complex  also deserve a space that promotes their health and happiness. Expanding without carefully addressing sunlight access,  noise reduction, and sufficient parking does a disservice to their quality of life as well. Overcrowding and shading their  outdoor spaces could take away the serenity and balance they moved here to enjoy.  A Call for Balance and Thoughtfulness  What makes Palo Alto special is the delicate balance between progress and preservation. I know this isn’t an easy  decision, and I respect the effort that’s gone into considering all perspectives. I ask only that you continue to uphold the  values that make our city unique: protecting the livability of our neighborhoods while fostering thoughtful development  that benefits everyone.  Thank you for taking the time to read my concerns. I truly appreciate your dedication to making decisions that reflect  the needs and values of our community.  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 388  Packet Pg. 974 of 1140  2 Sincerely,  Daniel  4060 Wilkie Way Resident  To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. ᐧ  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 389  Packet Pg. 975 of 1140  1 Kallas, Emily From:Rebecca Sanders <rebsanders@gmail.com> Sent:Monday, December 9, 2024 9:46 PM To:Planning Commission; Kallas, Emily Cc:gsheyner@paweekly.com Subject:PTC Meeting - December 11, 2025 - Item #2 CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear Commissioners:    As I see it:    1. Palo Alto Commons could build these additional units elsewhere on the property. There is room. Is it too expensive?  Or just more expensive to build elsewhere?  2. Palo Alto Commons claims they ease homelessness in Palo Alto by providing homes for the elderly. PAC is a for‐profit  convalescent facility with memory care, and physical therapists. Everyone there has some kind of medical issue. There is  no low‐income option over there that I am aware of. It is not a residential facility and relieving homelessness is not a  mission or core value.  3. Neighbors are being asked to accept less privacy, less sunlight, lower property values, and more traffic and parking so  that Palo Alto Commons makes more money. There is no public benefit to the proposed expansion so why should the  city make exceptions for Palo Alto Commons.    I support my neighbors in North Ventura. They are doing a great bit of civic engagement and working hard to understand  the laws and to advocate. Please respect their efforts by giving them this easy and obvious win. When you got against  what you know is the right thing to do, it puts a pall on civic engagement. Please hear the voice of Ventura by  recommending the applicant return with an application that does not violate current city building codes.     The people that live in Ventura have a right to expect that our codes are upheld for them, too. The people that work and  make money in Palo Alto do not have the right to exploit neighborhoods for their profit. That's good governance.  Variances should not be rewarded whimsically at the behest of a for‐profit business to increase their profits while  offering absolutely no public benefit. It would take a HUGE public benefit to sway Venturans to go for the proposal. We  watch our quality of life erode while other wealthier neighborhoods are protected.  That is wrong.    Thank you.    Becky Sanders             Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 390  Packet Pg. 976 of 1140  1 Kallas, Emily From:Kai Porter <kaibop22@gmail.com> Sent:Monday, December 9, 2024 10:00 PM To:Kallas, Emily; Planning Commission Subject:Comment about 4075 El Comino Way, especially TDM Plan CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear Commissioners and City staff,     I would like to comment on the project at 4075 El Camino Way. I have lived at 4080 Wilkie Way since  2005.  For 19 years, I have seen the huge building behind my fence.  To help seniors, I support the 7 internal  units that Palo Alto Commons wants to build. I would like to see alternative designs to reduce the effect of the  proposed extra 9 external units that would add 4 new 2nd floor units, including 3 more 2nd floor units with  12.5 foot setbacks.  I thought that the PTC in June asked the ARB to work with the developer to come up with  a plan with 20 foot setbacks, but I don’t think that happened.    I also worry about parking and traffic. Palo Alto Commons has not always done what it said it would, and I  think you should wait for them to show you they can do a better job before you approve the proposal to send  to the City Council. I have walked, biked, and driven, and I have seen a lot of congestion, especially as a  student going to and from school, and driving to and from my job. I have seen parking get worse and worse,  and I am worried it will get even worse when El Camino Real gets rid of parking.  So I was glad to see the TDM  Plan finally. But I think it needs some changes before you approve it.      The parking study only shows how many onsite parking spaces were used at the times of the study.  It does  not show how many people come to the building? Did they drive there? If so, where did they park?  On pp. 51  and 52 of the TDM Plan is a parking policy. It sounds nice, but at the 6/12/2024 PTC meeting, Palo Alto  Commons claimed that it implemented the plan, which included a new sign with a number that visitors could  call to open the gate to an underground garage. But two Commissioners said that the person answering the  phone asked them to park in the neighborhood. At the 7/18/2024 ARB Meeting, the minutes said, “Board  Member Baltay had trouble parking when he visited the site on Wednesday morning; therefore, he agreed  there was an issue with parking for visitors and employees overflowing into the neighborhood. Staff should  ask for a Transportation Demand Management Plan (TDM). The applicant has not been in compliance with PC  3775’s requirement for a parking plan and it was never enforced. The applicant has to provide parking for  employees and visitors on site or a plan to the Planning staff’s satisfaction to mitigate or reduce impact on  neighborhood parking. Employees should not park in front of houses on Wilkie Way. The proposed additional  units will increase parking demand.”    The parking study was done on a Tuesday, Thursday, and Friday at 9‐11 am.  But visitors may be more likely on  the weekends when they are not at work or school. In addition visitors might arrive more often in the  afternoons. Maybe you can look at when visitors register and do a study of those times if not already covered  by the March 2024 study.      Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 391  Packet Pg. 977 of 1140  2 The TDM Plan has some great ideas to promote transit, bikes, etc., but do some workers live so far away that  buses that go from their homes to Palo Alto Commons might not run very often and might take a long time?  They may also live too far away to bike. The TDM Plan will do an initial survey to set a baseline and to help  plan changes of the plan to make it better. They should have done this a long time ago.  Let’s see what the  survey says before finalizing the TDM plan.      The TDM Plan does not talk about how it fixed the problems that the PTC Commissioners saw themselves in  June. It is keeping the gate. The parking study showed the underground garage was not full at those times. But  four neighbors talked with nearly 10 Palo Alto Commons employees during summer and fall. The employees  said they did not have room to park in the garage. They used to park on Wilkie Way. But recently, their bosses  asked them to park instead on Second Street for a few months until the expansion is approved.  Then they can  return to parking on Wilkie Way. They told neighbors they were afraid that if they reported this, they might  lose their jobs, so they did not want to say their names.  Our neighbors on Second Street said they have more  cars parking now than before.      One visitor said that the senior resident he visits asked him not to complain about parking because he worried  that he might get treated worse by Palo Alto Commons staff. In addition, is Palo Alto Commons charging extra  money to the senior resident whenever their visitors park in its parking lot? If so, are seniors asking their  visitors not to park there?    Many Palo Alto Commons employees have also told neighbors that they did not receive any transit subsidies,  as the TDM Plan describes.    The Palo Alto Commons van frequently parked on Wilkie Way.  Then, after this concern came up at a public  meeting, the van moved to a “guest” parking spot or a “handicapped” spot.’’    At the 10/17/2024 ARB meeting, the minutes said, “Boardmember Adcock suggested having a regular update  of the parking policies.” That is a great idea! In fact, I have heard that on another project with concerns, the  facility reported back every month on progress. Because in the past Palo Alto Commons did not do what they  were supposed to, maybe the TDM Plan should include information about how the City will monitor the TDM  annual surveys and reports and other follow‐up requirements to the plan. Monitoring should include 3rd party  confidential surveys of employees and visitors so they will not get in trouble. In 1987, Palo Alto Commons was  supposed to give the City an annual report about occupancy, but it did not.      The TDM Plan talked about administrative penalties for failure to follow the plan after 6 months. The TDM  plan should add details, e.g. dollar amounts, and require increases the longer violations continue.  The City  should use the PC Ordinance or other legal document to ensure enforceability, including by third party suits by  residents.    Finally, this is minor, but the “List of Nearby Amenities Within 0.30 or fewer miles” on p. 38 of the pdf, zero of  the 45 locations are within 0.30 miles of 4075 El Camino Way. All but three locations are over three miles  away. The only location within one mile is the PACCC, 0.5 miles away. Here are a few examples with distances  from Google Maps:    Tamarine is actually 3.8 miles away (not 0.10 miles away)   Mademoiselle Colette is actually 3.7 miles away   Palo Alto Dental Group is actually 3.9 miles away   Like! Hair Salon is actually 3.7 miles away  The table should be fixed before the TDM is finalized.    Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 392  Packet Pg. 978 of 1140  3 In conclusion, please do not approve the TDM until Palo Alto Commons fixes these problems. And please don’t  approve expansion before then either.      Thank you for letting me make these comments.    Sincerely,    Lee Kai Porter  4080 Wilkie Way    Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 393  Packet Pg. 979 of 1140  1 Kallas, Emily From:yanfeng wang <yanfengwang2@yahoo.com> Sent:Monday, December 9, 2024 10:32 PM To:Kallas, Emily; Planning Commission Subject:Wilkie Way Resident's Concerns CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear Emily, Dear Commissioners, I hope you’re doing well. I’m writing to share my concerns about the 4075 El Camino Way Common located directly behind our backyard. While I support the idea of creating more units, I strongly believe this developer’s proposal fails to provide a sustainable solution and sets a dangerous precedent that could harm both the community and the city’s reputation. The issues with this project are significant and unresolved: 1. Traffic and Parking Problems Caregivers and staff from the common often park on residential streets (see pictures), leaving little to no space for nearby residents to park near their own homes (see picture). This has become a daily struggle for my family, and the overflow has only worsened over time. This proposed TDM plan seems to assume the current parking is sufficient, but it fails to reflect the reality we face. Worse yet, the developer has no clear plan for how they would enforce the proposed parking policies, leaving the specifics vague about what happens if these measures fall short. Instead of protecting the rights of neighbors by addressing these issues head-on, this vague plan feels more like a way to execute now and figure out the details later—leaving us feeling unheard and powerless. 2. Noise Pollution The cooling units from the common have caused constant distress for nearby residents. Our neighbor at 4030 Wilkie Way, for example, endures noise levels reaching 70--100 dBA. 4060 Wilkie way/ 65-70 DBA. During a meeting with Mayor Greer Stone in October, both the mayor and neighbors experienced this overwhelming noise firsthand. For our neighbors, this is more than an inconvenience—it has upended their daily lives. They’ve Beyond these specific concerns, approving this project as it stands could set a dangerous precedent, encouraging other developers to prioritize profits over thoughtful, community-centered solutions. This approach would undermine the very values that make Palo Alto such a unique and vibrant place to live—sustainability, balance, and respect for the quality of life of its residents been forced to keep their windows shut and blinds closed just so their teenage child can sleep at night. No family should have to live like this. Expanding the building without resolving these issues would only make life harder for families like ours and our neighbors. 3. Loss of Sunlight The current structure already casts a shadow over our backyard and living areas by 2 p.m. (see picture taken at 2PM), leaving us in shade for much of the afternoon. The privacy trees we planted help block the two-story building, but with the proposed expansion, an additional three story would rise above the trees—eliminating privacy and blocking sunlight even earlier, possibly by noon. Imagine needing to turn on the lights in your bedroom at 3 p.m. just to navigate your home during the day (see picture taken at 2PM, the shadow is about 90 ft deep.). That’s the reality we’d face, even in sunny California. Instead of enjoying natural light, we’d be forced to live in darkness, reliant on artificial lighting. This expansion wouldn’t just harm us—it would also rob seniors in the complex of sunlight in Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 394  Packet Pg. 980 of 1140  2 their outdoor spaces, essential for their health and well-being. Prioritizing profit over such fundamental needs disregards the values that make our community livable and vibrant. 4. Privacy Concerns Our backyard is already fully exposed to the windows of the current complex, leaving us with little privacy in what should be our personal space. During a gathering with City Commissioners in our neighbor backyard, a man from the Common stared directly into our meeting from his window, making it clear how exposed we truly are. This constant lack of privacy has forced my family and our neighbors to keep blinds and curtains drawn during the day, sacrificing sunlight just to feel a sense of security. We’ve lost the freedom to enjoy our backyards, knowing we are always visible to the residents above. Adding another story would only make this worse, exposing even more of our lives and leaving us feeling like our homes are no longer our own. The thought of losing what little privacy we have left is distressing and deeply unfair. Beyond these specific concerns, approving this project as it stands could set a dangerous precedent, encouraging other developers to prioritize profits over thoughtful, community-centered solutions. This approach would undermine the very values that make Palo Alto such a unique and vibrant place to live—sustainability, balance, and respect for the quality of life of its residents. I truly believe that our thoughtful leaders will continue to strengthen public trust in local governance and preserve the values we all hold dear. Thank you for your time and consideration. I’d be happy to provide further details or share the evidence we’ve collected to help inform your decision. Best regards, Yanfeng Wang 4060 Wilkie Way, Palo Alto Resident To help protect your privacy, Microsoft Office prevented automatic download of this picture from the Internet. ᐧ Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 395  Packet Pg. 981 of 1140  1 Kallas, Emily From:Kirsten Flynn <sustainablekir@gmail.com> Sent:Monday, December 9, 2024 11:49 PM To:Kallas, Emily Subject:Planning for 4075 El Camino Way CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Dear Ms Kallas,    I am life long Palo Altan, and I have seen a lot of change, including tall expensive homes going up on Wilkie Way.  Now  those neighbors want to roll up the ladder behind them, and not allow housing for additional seniors at the Palo Alto  Commons.  I love my home town, and want to support all of its diverse population.    I strongly support the project to build more units for our seniors at 4075 El Camino Way.  For several reasons.  ‐ First of all, if we want families to stay intact in the Bay Area, we need a place for seniors who need supportive  housing.  We are lucky enough to have my Father‐in‐Law, an Emeritus professor of Electrical Engineering still alive at 90,  but he can no longer live independently.  It was challenging to find a nice place for him to live!  We all will either‐ have  an elder that needs this kind of housing, or need it ourselves some day.  Perhaps both!  ‐ Secondly, unlike any other type of housing, these additional units are unlikely to cause much of a traffic concern.  Most  seniors who need this type of housing do not drive any longer.  ‐ Thirdly, this is an efficient way to add additional housing for seniors, by putting the units as infill on existing land.    ‐ And finally these housing units will utilize a driveway, parking, a lobby, dining facilities that already exist at the Palo  Alto Commons.  This makes effective use of existing infrastructure.  There is no entrance from Wilkie Way.     I have heartfelt believe that we must look out for our community members, even if there is some small inconvenience  from doing so.  Are we going to allow housing projects for seniors to be scrapped AGAIN?  I think our community can be  more supportive, more generous and more inclusive, and provide housing for our neighbors as they age.      Kirsten A Flynn  650‐855‐9464  cell 650‐387‐3329  www.sustainablehome.com    Kirsten A Flynn  Frank M. Flynn  650‐855‐9464  K’s cell 650‐387‐3329  F’s cell 650‐804‐0865  www.sustainablehome.com            Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 396  Packet Pg. 982 of 1140  1 Kallas, Emily From:Kevin Ji <kevinji2021@gmail.com> Sent:Tuesday, December 3, 2024 9:41 PM To:Kallas, Emily Cc:Lee_lilyning@yahoo.com Subject:Differences Between Versions of the Plans for Palo Alto Commons CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Hi Emily,     Hope you are doing well. I was wondering if you'd be able to tell me what changes have been made between the most  recent version of the Palo Alto Common plans and the first version of the plans submitted to PTC in February. It'd be  great to have a list of what's concretely different, as there are lots of pages to each plan, making it difficult for me to  understand what's changed.     Sincerely,     Kevin  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 397  Packet Pg. 983 of 1140  1 Kallas, Emily From:hermesmh1@gmail.com Sent:Tuesday, December 3, 2024 8:15 PM To:Planning Commission; Kallas, Emily Cc:Kevin Ji; JamesYahoo Porter; Jenny Chen; Lily Lee Subject:Re: 4075 El Camino Way -PTC Motion re 20 ft setback? CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Correction “ The logic here is Commons has to follow the local law first and secondly they can’t build following the  law.”  it should be: The logic here is Commons has to follow the local law first and secondly they can build following the  law.    Sent from my iPhone      On Dec 3, 2024, at 7:53 PM, hermesmh1@gmail.com wrote:  Hi Emily and PTC members,    Lily forwarded Emily’s email to us. I find it is odd that Commons mentions the 20’ setback will not work.  20’ setback is wrong. Commons is commercial building, the setback is 10’. If they can’t build within the  PC ordinance, then they can’t build. The logic here is Commons has to follow the local law first and  secondly they can’t build following the law.    We have the Commons proposal clearly in violation of PC daylight plane. It should be 10’ with 6’  distance and 3’ height increase. It is less than 30 degrees angle not 45 degree. Commons needs to  adhere Palo Alto municipal code. No one should be above the law. They need to follow the local law.     I don’t understand where 45 degrees angle can be used here. The Wilkie Way side is Commons rear yard  not side yard. For rear yard, the setback is 10’ and daylight plane is 6’ distance with 3’ height. This is the  PC code. ARB used 45 degree is wrong. I really think city staff has been misleading ARB and PTC for this.  Commons expansion proposal has to and must to adhere Palo Alto municipal code. They can’t do  whatever they want as city staffs telling us.     Best regards,    Mona   Sent from my iPhone      On Dec 3, 2024, at 7:14 PM, Lily Lee <Lee_lilyning@yahoo.com> wrote:       Sent from Yahoo Mail for iPhone  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 398  Packet Pg. 984 of 1140  2   Begin forwarded message:    On Tuesday, December 3, 2024, 5:09 PM, Kallas, Emily  <Emily.Kallas@cityofpaloalto.org> wrote:  Hi Lily,     The City Attorney does not determine if a proposed discretionary  project is contextually compatible with a neighborhood, that is  determined by the ARB.     Thanks,  Emily        <image001.png> Emily Kallas, AICP  Senior Planner  Planning and Development Services Department  (650) 617‐3125 | emily.kallas@cityofpaloalto.org   www.cityofpaloalto.org        <image002.png>     Parcel Report | Palo Alto Zoning Code | Online Permitting System |  Planning Forms & Applications | Planning Applications Mapped     From: Lily Lee <lee_lilyning@yahoo.com>   Sent: Tuesday, December 3, 2024 5:00 PM  To: Kallas, Emily <Emily.Kallas@cityofpaloalto.org>  Cc: Kevin Ji <kevinji2021@gmail.com>; JamesYahoo Porter  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 399  Packet Pg. 985 of 1140  3 <jporter992003@yahoo.com>  Subject: Re: 4075 El Camino Way ‐PTC Motion re 20 ft setback?     CAUTION: This email originated from outside of the organization. Be cautious  of opening attachments and clicking on links.       Thank you, Emily. Did the city attorney confirm that?  Sent from Yahoo Mail for iPhone     On Tuesday, December 3, 2024, 4:48 PM, Kallas, Emily  <Emily.Kallas@cityofpaloalto.org> wrote:  Hi Lily,     The applicant confirmed that it is not possible to reduce  the second floor units in a way that would allow for a 20  ft setback. There needs to be structure under the  proposed third floor units, but a 20 ft setback would not  leave enough space for the 2nd floor additions to be  usable as units.      The ARB did not comment on the applicant’s  justification of the setback. However, they did comment  that the three story building with a 10 ft setback and  the 45‐degree angle daylight plane does meet the  zoning requirements and is appropriate next to a one‐ story residential context.       Thanks,  Emily     <image001.png> Emily Kallas, AICP  Senior Planner  Planning and Development Services Department  (650) 617‐3125 | emily.kallas@cityofpaloalto.org   www.cityofpaloalto.org        <image002.png>     Parcel Report | Palo Alto Zoning Code | Online  Permitting System | Planning Forms & Applications |  Planning Applications Mapped  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 400  Packet Pg. 986 of 1140  4    From: Lily Lee <lee_lilyning@yahoo.com>   Sent: Monday, December 2, 2024 10:57 PM  To: Kallas, Emily <Emily.Kallas@cityofpaloalto.org>  Cc: Kevin Ji <kevinji2021@gmail.com>; JamesYahoo  Porter <jporter992003@yahoo.com>  Subject: 4075 El Camino Way ‐PTC Motion re 20 ft  setback?     CAUTION: This email originated from outside of the  organization. Be cautious of opening attachments and  clicking on links.       Hi Emily,    I'm sorry I missed the last ARB meeting due to a work trip. I saw in your staff report for 7/18 this excerpt:  <image003.png> Has the applicant responded to this PTC motion? Did the ARB discuss this topic in its October meeting? I appreciate your clarification.     Lily Lee  4080 Wilkie Way  650-815-9749  <image001.png>  <image002.png>  <image003.png>  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 401  Packet Pg. 987 of 1140  1 Kallas, Emily From:hermesmh1@gmail.com Sent:Monday, December 2, 2024 4:45 PM To:Kallas, Emily; Planning Commission Cc:City Mgr; Lily Lee; Kevin Ji; Jennie Chen; Jayashree Divekar Wilkie; Shashank Divekar Wilkie Neighbor; Jennie Chen; Natacha Telusca; Ellen Hartog; Grace Wang; Tom Huibin Tang; James Cham; Zhang Fion; wengziming@gmail.com; jpamnani@gmail.com; simon_weng@yahoo.com; lucy_wu711 @yahoo.com; garrettchan@hotmail.com; celinewang16@gmail.com; yschoo@gmail.com; jerry_chou_home@yahoo.com; akin@arden.org; cberwaldt@hotmail.com; danielpei@gmail.com; gsheyner@embarcaderopublishing.com Subject:Re: Palo Alto Commons Schedule Update CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Hi Emily and PTC members,  I am writing to express my concerns regarding why the Commons project was allowed to hold another PTC meeting without making any meaningful changes to their building design. In the last PTC meeting, there were specific requirements for Commons to revise the setbacks along Wilkie Way. Despite these requirements—and our continued objections to Commons being treated as residential buildings—no substantial design changes have been made. From what I have observed, the only modification Commons has made is the creation of a few trees as their landscaping plan. Is this truly sufficient to warrant moving the project forward? How can this be justified when the PTC requirements appear to have been disregarded? The ARB’s role is to review the architectural design to ensure it complies with city ordinances. Yet, staff seem to have misled the ARB by implying that because Commons is zoned as a PC, they can bypass all City municipal codes and requirements. I strongly disagree with this interpretation. The truth is that the Palo Alto Municipal Code (PAMC) contains specific provisions dictating how PC zoning rules must be followed. Commons should not—and cannot—be considered above the city’s municipal code. These are our local laws, and all developments, including Commons, must adhere to them. It is the responsibility of city staff to ensure that Commons is following the rules and to remain impartial throughout this process. However, it seems that staff have failed to present the facts accurately and have misled both the PTC and ARB into believing that Commons is in compliance written in staff reports in the past. We, as neighbors, have repeatedly pointed out—both in meetings and emails—that the current interpretation of PC zoning is incorrect. The Commons project, as currently designed, clearly violates several municipal codes. Specifically: 1. It does not adhere to the building transition requirements from low-density to high- density areas (e.g., the stepped conceptual design). Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 402  Packet Pg. 988 of 1140  2 2. Its backyard setback and daylight plane requirements are violated by approximately 10 feet for setbacks and 3 feet for height increases at a 6-foot distance. 3. Commons is a commercial building, not a residential one, and therefore must comply with the commercial building PC ordinance codes. City staff’s job is to ensure that projects comply with the law and to act as impartial mediators. By failing to enforce the municipal code and allowing the project to proceed without meeting basic requirements, staff are undermining public trust. We, as residents, expect a fair and thorough review process. Commons cannot be allowed to bypass the rules, and any interpretation of PC zoning must align with the city’s ordinances. We urge staff, the PTC, and the ARB to enforce the municipal code and require that Commons make substantial design changes before moving forward. I am looking forward to hearing back from you.    Best regards,    Mona He        Sent from my iPhone      On Nov 19, 2024, at 5:14 PM, Kallas, Emily <Emily.Kallas@cityofpaloalto.org> wrote:     Hello,     You are receiving this email because you expressed interest in the Palo Alto Commons addition project.      The project has been scheduled for a hearing at the Planning and Transportation Commission on  December 11, 2024. The plans are the same as presented to ARB in October, and the Draft TDM plan will  be available soon.     The Staff Report will be published on December 4, 2024. All previously received comments will be  included in the report, and you are welcome to send new/additional emails as well, both to me or to  planning.commission@cityofpaloalto.org.      The PTC hearing is at 6 pm though I do not know its placement on the Agenda yet. The next step after  PTC is Council for the final decision, which will be in early 2025 to avoid any potential conflict with the  Holidays.      As always, please let me know if you have any questions or comments.     Thanks,  Emily     Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 403  Packet Pg. 989 of 1140  3   Emily Kallas, AICP  Senior Planner  Planning and Development Services Department  (650) 617‐3125 | emily.kallas@cityofpaloalto.org   www.cityofpaloalto.org           Parcel Report | Palo Alto Zoning Code | Online Permitting System | Planning Forms & Applications |  Planning Applications Mapped     Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 404  Packet Pg. 990 of 1140  1 Kallas, Emily From:Kallas, Emily Sent:Thursday, November 21, 2024 4:01 PM To:Kevin Ji Cc:Lee_lilyning@yahoo.com Subject:RE: 4075 El Camino Way Project Questions Hi Kevin,    In response to your questions:  1. Beyond the Condition of Approval referencing it in the PC Ordinance, we do not have record of an existing TDM  plan.   2. Per PAMC 18.52.050(d), a monitoring program for the TDM is required, and if the trip reduction performance  measures are not met, the Director may require program modifications and may impose administrative  penalties.  3. The Draft TDM plan is now available on the project webpage:  https://www.cityofpaloalto.org/Departments/Planning‐Development‐Services/Current‐Planning/Projects/4075‐ El‐Camino‐Way  4. I can provide examples of other TDMs, but this one meets the requirements in terms of what we expect to see in  a TDM plan, and was prepared by a consultant who has worked on other projects within Palo Alto. Some minor  edits are still needed, but it is not going to change substantially.  5. If you would like to show slides or pictures at a public hearing, you will need to send them to me 1 day prior to  the public hearing, and I can share them on the screen during public comment.    Thanks,  Emily        Emily Kallas, AICP  Senior Planner  Planning and Development Services Department  (650) 617‐3125 | emily.kallas@cityofpaloalto.org   www.cityofpaloalto.org         Parcel Report | Palo Alto Zoning Code | Online Permitting System | Planning Forms & Applications | Planning  Applications Mapped    From: Kevin Ji <kevinji2021@gmail.com>   Sent: Tuesday, November 19, 2024 10:25 PM  To: Kallas, Emily <Emily.Kallas@cityofpaloalto.org>  Cc: Lee_lilyning@yahoo.com  Subject: Re: 4075 El Camino Way Project Questions    CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 405  Packet Pg. 991 of 1140  2 Hi Emily,     Thanks for these answers. I had a few more questions from the neighbors about the TDM plan.     1. What does the existing TDM plan look like?   2. What happens when a TDM plan is violated?   3. Do you have any examples of any TDM plans?   4. Will we be able to comment on the TDM plan before the meeting?   5. In addition, is there any way to make a slide show or other multimedia to be shown at the meeting?   Sincerely,     Kevin    On Wed, Nov 13, 2024 at 11:37 AM Kallas, Emily <Emily.Kallas@cityofpaloalto.org> wrote:  Hi Kevin,     My responses to your questions have been added to your email below.    Thanks,  Emily          Emily Kallas, AICP  Senior Planner  Planning and Development Services Department  (650) 617‐3125 | emily.kallas@cityofpaloalto.org   www.cityofpaloalto.org           Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 406  Packet Pg. 992 of 1140  3 Parcel Report | Palo Alto Zoning Code | Online Permitting System | Planning Forms & Applications | Planning  Applications Mapped     From: Kevin Ji <kevinji2021@gmail.com>   Sent: Wednesday, November 13, 2024 8:35 AM  To: Kallas, Emily <Emily.Kallas@cityofpaloalto.org>  Cc: Lee_lilyning@yahoo.com  Subject: 4075 El Camino Way Project Questions     CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.     Hi Emily,      I hope you are doing well and thank you for sending the email with the updates on the project. The neighbors and I had  some follow up questions:      1. In the last PTC meeting (6/12), there was discussion about a 20ft setback as a possibility. Can you help me  understand the impacts of this? Which units would be affected and what code they are pointing to?  This comment was specifically referring to the potential for a 20ft setback from the Wilkie Way neighbors, where  10 ft is the current setback per the existing PC. I believe the PTC was referencing 20 ft as the R‐1 rear yard setback.  The Cycle 3 plans presented to PTC already included the 3rd floor being stepped back approximately 20 ft, affecting  about 5 units. The 2nd floor adds 4 units facing Wilkie Way, all of which are approximately 12.5 ft setback from the  property line, and about 2.5 ft setback from the existing first floor it is built above.   2. Can you help me understand which units are inside the 45 degree daylight plane, but outside the 3/6 daylight  plane? How many of these units are there?  This is a little complicated because I had to cross reference between the Cycle 3 and Cycle 5 plan sets, but it  appears that at least 2 existing units and an existing stairwell encroach into the 3:6 daylight plane. All new units  facing Wilkie Way (9 units) would encroach into a 3:6 daylight plane as well.   3. Do we have a final date for the next PTC meeting? I know you had said tentatively 12/11 and 12/18, but is there  a decision on this?  No, this still hinges on when we receive their revised TDM plan, I will know by 11/25 which date it is going on.  Thank you for taking the time to answer these.   Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 407  Packet Pg. 993 of 1140  4    Sincerely,      Kevin  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 408  Packet Pg. 994 of 1140  1 Kallas, Emily From:Laura Perry <perrylaura@yahoo.com> Sent:Wednesday, November 6, 2024 10:43 AM To:Kallas, Emily Subject:Public Hearing on 10/17/24 CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Hello Ms Kallas: There was a Public Hearing/ Quasi-Judicial re: construction plans for Palo Alto Commons at 4075 El Camino Way (23PLN-00202). I was not able to attend/ log into the meeting on Friday, 10/17/24. My mom is a tenant at Palo Alto Commons. I'm not sure if this comment is the type of feedback you are looking for but I wanted to share my concern about the project. My mom has been a tenant at Palo Alto Commons since September 2022. Construction started there sometime in late 2023 and while any construction project is a challenge and for the most part, things have been manageable except for one issue--parking. This is a huge issue and affects families and healthcare workers coming to see patient as well as staff at the facility. There has been storage of construction materials in the garage and around the property which has impacted the ability of family members (and I believe staff) to park either at Palo Alto Commons or the senior living facility, Avant next door. In addition, there is severely limited street parking on El Camino Way and W. Meadow Drive. I have mentioned parking access to the director in the past but there has been no information from the organization about improving parking during the construction. I hope this information will inform your decision on moving forward with the project. Thank you, Laura Perry Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 409  Packet Pg. 995 of 1140  1 Kallas, Emily From:Lily Lee <lee_lilyning@yahoo.com> Sent:Monday, October 28, 2024 7:26 PM To:Planning Commission Cc:Kallas, Emily; gsheyner@embarcaderropublishing.com Subject:Neighbors oppose proposed PA Commons expansion at 4075 El Camino Way Attachments:2024-10-20 neighbors oppose PA Commons Expansion.pdf CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Hello Planning and Transportation Commissioners, I would like to share attached signatures from many neighbors opposing the proposed addition of 16 units to Palo Alto Commons at 4075 El Camino Way. Although we appreciate that Wellquest Living has improved landscaping and window plans, these measures are not enough to mitigate the considerable impacts of the proposed project on the neighbors. The neighbors who signed this statement met on October 20, after the ARB recommendation for project approval, and we agreed to jointly express our continued opposition. Thank you very much again to those of you who already visited our backyards. For other Commissioners, we again invite you to come see for yourselves the current quality of life impacts of the existing facility in the transition between commercial and residential zones. The proposed additional units would significantly exacerbate these impacts. Please contact me to set a date/time convenient for you. We look forward to seeing you. Sincerely, Lily Lee and neighbors 650-815-9749 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 410  Packet Pg. 996 of 1140  From:jenny chen To:Kallas, Emily; Planning Commission Cc:hermesmh1@gmail.com; jayashreed@yahoo.com; altairetang@gmail.com; Yanfengwang2@yahoo.com; wkneighbour@gmail.com; Lee_lilning@yahoo.com; Ziming Weng; jennietuchan@hotmail.com; garrettchan@hotmail.com; Chen Jenny Subject:Opposition to Palo Alto Commons Expansion Date:Wednesday, April 10, 2024 4:36:40 PM You don't often get email from jennyslchen@yahoo.com. Learn why this is important CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Dear Emily, We extend our gratitude for meeting with us, Mona He, Yanfeng Wang, and Jenny Chen, on Thursday, April 4,2024, regarding the interpretation of Palo Alto municipal code 18.38.150(e) concerning the daylight plane. During the February 28, 2024 meeting, Palo Alto Planning and Transportation Commissioner Keith Reckdahlprovided clarification (video timestamp 3:51:43-3:52:34 Planning and Transportation Commission | Midpen Media Center), stating, "In the code there are two ways of implementing the daylight plane, PC option or R1setback option. PC daylight plane starts at 10 feet and ascends at a shallow 30-degree angle. R1 setback on therear of an R1 is 20 feet. Therefore, the R1 setback optional daylight plane would commence 20 feet into theproperty. R1 option cannot be applied here due to the current building setback being only 10 feet. PC optionaldaylight plane must be applied in this case. This could significantly impact the types of units permitted in therear." We concur with Commissioner Reckdahl's interpretation of the daylight plane regulation. Sincerely, Jenny Chen Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 411  Packet Pg. 997 of 1140  From:jenny chen To:Kallas, Emily; Planning Commission Cc:hermesmh1@gmail.com; jayashreed@yahoo.com; altairetang@gmail.com; Yanfengwang2@yahoo.com; wkneighbour@gmail.com; Lee_lilning@yahoo.com; Ziming Weng; jennietuchan@hotmail.com; garrettchan@hotmail.com; Chen Jenny Subject:Opposition to Palo Alto Commons Expansion Date:Wednesday, April 10, 2024 4:36:40 PM You don't often get email from jennyslchen@yahoo.com. Learn why this is important CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Dear Emily, We extend our gratitude for meeting with us, Mona He, Yanfeng Wang, and Jenny Chen, on Thursday, April 4, 2024, regarding the interpretation of Palo Alto municipal code 18.38.150(e) concerning the daylight plane. During the February 28, 2024 meeting, Palo Alto Planning and Transportation Commissioner Keith Reckdahl provided clarification (video timestamp 3:51:43-3:52:34 Planning and Transportation Commission | Midpen Media Center), stating, "In the code there are two ways of implementing the daylight plane, PC option or R1 setback option. PC daylight plane starts at 10 feet and ascends at a shallow 30-degree angle. R1 setback on the rear of an R1 is 20 feet. Therefore, the R1 setback optional daylight plane would commence 20 feet into the property. R1 option cannot be applied here due to the current building setback being only 10 feet. PC optional daylight plane must be applied in this case. This could significantly impact the types of units permitted in the rear." We concur with Commissioner Reckdahl's interpretation of the daylight plane regulation. Sincerely, Jenny Chen Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 412  Packet Pg. 998 of 1140  1 Kallas, Emily From:hermesmh1 He <hermesmh1@yahoo.com> Sent:Friday, February 23, 2024 5:33 PM To:Kallas, Emily Cc:seanshari@comcast.net; Jayashree Divekar 4050 Wilkie; altairetang@gmail.com; 385wombat@gmail.com; hermemsh1@yahoo.com; Lait, Jonathan Subject:Re: 4075 El Camino Way - Palo Alto Commons Project CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Hi Emily,     I reviewed a post card regarding public next Wednesday public meeting. I am planning to attend it in person. Would you  please let me know exactly where the meeting is at?    I used the link your provided from last email regarding Palo Alto Commons Expansion. But I couldn't tell which was rt he  most updated the plan and what are the changes since the last city council meeting. Would you please send me the  most up to day information about their proposal and how they have addressed planning department comments and last  city council meeting to do list for them?     From what I can see the plan was dated for 10/27/2022.    As you knew, during our last meeting on November 7, 2023, I am strongly oppose Palo Alto Commons new expansion  plan.    Here are some of the reasons:    1. The Commons expansion proposal is in violation of my real property right of enjoyment by completely blocking  my property afternoon sun. Which I have already be greatly limited by Commons current second story building  about 15 feet apart from my ADU. If proposed third story is built, my ADU and house will lost sun in the  afternoon starting at 12:30om. My backyard grass and plants and trees will die due to lack of sun. With my  house and ADU are very close to the existing building, the third story is overpowering my property and I will lost  entire skylight which I have been enjoying. All I will see from my backyard would have been an over towering  block of wall with many windows that people can over looking my windows. I will have no privacy at inside my  house and backyard at all and a total lost of my privacy and enjoyment of my property. Please see attached  pictures.  2. The current building has underground parking and it was designed over thirty years ago, with adding new extra  two more stories are huge publicly safety concerns. Can it withstand a major earthquake (according USGS, Bay  Area is over due for a major earthquake) There are five ADUs at the backyard of Wilkie Way block which next to  the proposed expansion building. The distance from the building will be as close as 15' apart( that's my ADU). If  during the earthquake, the three story building were clapped, my ADU will be the direct hit by the 30’ tall  building. Who is responsible to the people living in my ADU and my ADU building itself? Who is responsible the  lives who live in the Commons clapped three story building? We are living in the earthquake zone and we have  major earthquake overdue to happen in northern California. For Palo Alto single family resident backyard  setback requirement is 20 feet. What's the setback requirements for three story building?    You don't often get email from hermesmh1@yahoo.com. Learn why this is important   Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 413  Packet Pg. 999 of 1140  2 3. Currently Commons and Avent buildings HAVC have already made very loud noises that is so loud we can open  our windows. With new additions, there will be more powerful HVAC added, I can't imagine how we will sleep at  night or work from home or just simply sit in our backyard to enjoy our day quietly.  4. There are cars constantly parking at front of my house on our street and these cars owners are working at  Commons and Avant. I had asked some of them why they were parking their cars at our street. I was told that  there were not enough parking spaces for them to park at Commons and Avant. With 14 (the latest on the  website says 18?) more rooms added without single parking spaces added, there will be more cars parking our  street and we won’t be able to park cars on our street.   5. 4 of the 14 proposed rooms will be added right behind my house and my neighbor right next to me(4040, 4050  Wilkie). 13 of 14(18?) proposed rooms addition are all added to the existing buildings right next to our Wilkie  Way single family one story houses.  Please see attached photos. The new addition is at the price of entire block  Wilkie Way residents' enjoyment of our lives. I asked Commons why they won’t add forth story to their building  facing El Comino or East Meadow. They said it is too costly to them to do so. So naturally , the Wilkie way  residents become the victims of their money saving proposal! It is utterly absurd that big corporation want to  save and make money at the cost of us, ordinarily working class residents who mostly are long time residents of  PAL Alto?   6. The new addition next to Wilkie Way all single  story houses are very intrusive and the new height felt  monstrous in the neighborhood.  It doesn't conform our neighborhood appeal.  7. I took some of the pictures from Palo Alto Commons front and it's parking. There seems if plenty of space for  them to expand. They could add more parking space at the underground lever and add three or four stories in  top of that. It will be facing El Camino. That way, they can add more rooms without put hugh negative impact on  the neighboring houses and streets.  8. Ventura neighborhood housing values are Palo Alto most under appreciated. I see my house valued almost the  same in the last 10 years vs other neighborhoods have seen tremendous amount of value appreciation in  hundred of thousands or in million. With this proposal Commons new additions plan, it will further deprive and  decrease our home prices. Commons cannot and shouldn’t make money at the lost of our neighborhood home  values  9. I heard some neighbors talking about selling their homes because of Commons proposal as they feel  that they  won't be able to enjoy their backyard peacefully after new additions.       Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 414  Packet Pg. 1000 of 1140  3 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 415  Packet Pg. 1001 of 1140  4 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 416  Packet Pg. 1002 of 1140  5 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 417  Packet Pg. 1003 of 1140  6 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 418  Packet Pg. 1004 of 1140  7 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 419  Packet Pg. 1005 of 1140  8 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 420  Packet Pg. 1006 of 1140  9   Sent from my iPhone      On Nov 9, 2023, at 3:29 PM, Kallas, Emily <Emily.Kallas@cityofpaloalto.org> wrote:     Hi Mona,    Thank you for speaking with me at the Development Center today to express your concerns regarding  the proposed project.     As we discussed:     Here is the link to the Project Webpage, it will be update when revised plans are submitted by the  Architect: https://www.cityofpaloalto.org/Departments/Planning‐Development‐Services/Current‐ Planning/Projects/4075‐El‐Camino‐Way     Here is the link to the 8/7/23 Council Staff Report and Minutes:   https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=12606 (under Study Session)  https://cityofpaloalto.primegov.com/Public/CompiledDocument?meetingTemplateId=12611&compileO utputType=1      I will notify you of any future public hearings, and you will also receive a post card in the mail two weeks  prior to any scheduled meeting. A flowchart of the expected project process is here:  https://www.cityofpaloalto.org/files/assets/public/v/2/development‐services/planning‐review/7.‐maps‐ zoning/planned‐community‐review‐process‐02‐03‐2023.pdf. We are on the 5th step, waiting for the  applicant to revise the plans.     I’m happy to answer any other questions you may have.     Thanks,  Emily        Emily Kallas, AICP  Planner  Planning and Development Services Department  (650) 617‐3125 | emily.kallas@cityofpaloalto.org   www.cityofpaloalto.org           Parcel Report | Palo Alto Zoning Code | Online Permitting System | Planning Forms & Applications |  Planning Applications Mapped     Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 421  Packet Pg. 1007 of 1140  1 Kallas, Emily From:Shashank Divekar <shashankdivekar@yahoo.com> Sent:Wednesday, December 6, 2023 11:26 AM To:Kallas, Emily Cc:Jayashree Divekar Subject:Objection to Palo Alto Commons Extension Plan Attachments:IMG_5862.jpg; IMG_5861 (1).jpg; IMG_6230.jpg CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.  Hello Emily, This is regarding the extension plan of Palo Alto Commons to add more stories with the addition of 14 rooms. We live in a single family home on 4054 Wilkie Way, right behind the Commons. We hereby would like to voice our strong opposition to the plan as it significantly affects the value of the property and our privacy. Adding these 14 rooms would create a tall high rise wall with overlooking balconies right behind our backyard fence. Palo Alto has valued schools, unique and prized houses and a great sense of community. We do not want this to be disrupted. The current existing structures at Palo Alto Commons are already a compromise when they were first constructed. There can be no further compromises. At the Community outreach meeting, we understood that Charlene Kussner from the Commons would model a two-story addition, and we have heard nothing about that. Her offer seems disingenuous and misleading at this point. We are also writing to ask about the 2 x 4 wooden structures or “sticks” as Charlene referred to them. If the plans are not approved why are they adding the sticks/wood structure? See attached photos. When can they be taken down? They are oppressive and depressing for us and the noise from the ongoing construction is bothersome. If they are not approved, they are also illegal. We are no longer able to use the backyard to relax anymore or for any other family activities that require privacy. As you can see from the photos, the structures already tower over our backyard. We understood Councilman Lauing to have said at the study session that the rooms and services at the Commons cost $225,000.00 per year. That is over $3,000,000 revenue increase for the Commons with the addition of 14 rooms. Though the city will collect more tax revenue, it does not have to be at the expense of the residents along Wilkie Way and W. Meadow. We are also concerned about increase in visitor traffic on our street due to increased residents in those 14 rooms. It is unfair to us to have our lives and quality of life forever altered because of this extension. PLEASE HELP STOP THIS EXTENSION PLAN OF PALO ALTO COMMONS !!  You don't often get email from shashankdivekar@yahoo.com. Learn why this is important Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 422  Packet Pg. 1008 of 1140  2 Sincerely, Shashank Divekar (650) 681-7494 Jayashree Divekar (650) 681-7495 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 423  Packet Pg. 1009 of 1140  1 Kallas, Emily From:seanshari <seanshari@comcast.net> Sent:Saturday, January 6, 2024 5:49 PM To:Lait, Jonathan Cc:Velasquez, Ingrid; Kallas, Emily; Rice, Danille; City Mgr; hermesmh2@yahoo.com Subject:Re: 4075 El Camino Way - The Commons Expansion Hello Jonathan,    I’m happy to say that the “sticks” outlining the proposed expansion are now down!    Thank you very much!    Happy New Year!  Sean and Shari McDaniel      On Dec 22, 2023, at 2:42 PM, seanshari <seanshari@comcast.net> wrote:    Hello Jonathan,    I’m sorry to say that the “sticks” outlining the proposed expansion are still up.     Thanks for your communication.  Happy holidays!    Sean McDaniel      On Dec 20, 2023, at 1:31 PM, Lait, Jonathan <Jonathan.Lait@cityofpaloalto.org> wrote:     Hi Mr. McDaniel,      Thank you for your email message below. I understand the poles have been removed. If  this is not consistent with your understanding, please let me know. With regard to the  pending development application, please continue to coordinate with Emily Kallas the  project planner reviewing the application. She can provide you updates and let you  know of opportunities to participate in the process going forward.      Thank you,      Jonathan     Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 424  Packet Pg. 1010 of 1140  2 <image003.png> JONATHAN LAIT  Director  Planning and Development Department  (650) 329‐2676 | jonathan.lait@cityofpaloalto.org  www.cityofpaloalto.org     <image004.png>     From: Family <seanshari@comcast.net>   Sent: Friday, December 15, 2023 12:44 PM  To: Council, City <city.council@cityofpaloalto.org>  Cc: hermesmh2@yahoo.com  Subject: Re: 4075 El Camino Way ‐ The Commons Expansion     [Some people who received this message don't often get email from  seanshari@comcast.net. Learn why this is important at  https://aka.ms/LearnAboutSenderIdentification ]    CAUTION: This email originated from outside of the organization. Be cautious of opening  attachments and clicking on links.  ________________________________    Dear Council Members,    Below is the email and photos that I recently sent to Emily Kallas at the city planning  office. My neighbor, who is “cc” on this email, informed that it would be better to send  it to you council members as you are the final decision makers.    As you take a look at the photos, you can imagine the invasive nature of the proposed  expansion.    I know that many of my neighbors work full‐time and it is hard for them to carve out the  time to communicate. All that I have spoken to are opposed to this expansion. The  compromises were made for The Common's structure and its impact on nearby  residents when first built. I have lived with those impacts for 30 years. The Commons  already encroaches on our lives and increasing the structural height along the Wilkie  Way side of the building is unacceptable.    Thank you for your representation.    Sincerely,  Sean McDaniel    > Hello Emily,  > I am writing to ask about the  2 x 4 wooden structures or “sticks” as Charlene Kussner  from the Commons referred to them. When can they be taken down? They are  oppressive and depressing for us. We don’t go in the backyard to relax anymore.  >  > I have attached some photos for your review and for the council’s consideration  regarding the appropriateness of this proposed expansion.  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 425  Packet Pg. 1011 of 1140  3 >  > At the Community outreach meeting, I understood that Charlene would model a two‐ story addition, and I have heard nothing about that. Her offer seems disingenuous at  this point.  >  > We are still very opposed to the development. I believe Councilman Lauing said at the  study session that the rooms and services at the Commons cost $225,000.00 per year.  That is a $3,000,000 revenue increase for the Commons with the addition of 14 rooms.  Though the city will collect more tax revenue, it is unfair that the residents along Wilkie  Way and W. Meadow have their lives forever altered.  >  > I hope all is well for you. Thank you for your efforts on our behalf.  >  > Sincerely,  > Sean McDaniel  >  >  >  <image013.jpg>  <image014.jpg>  <image015.jpg>  <image016.jpg>  >   Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 426  Packet Pg. 1012 of 1140  1 Kallas, Emily From:James Porter <jporter992003@yahoo.com> Sent:Monday, October 7, 2024 9:55 PM To:Charlene Kussner; Yangsze Choo; Tim Davis; Lily Lee Cc:dbowman@ipaoc.com; Kevin Ji; Kallas, Emily; ntelusca@gmail.com; Jenny Chen; Grace (Yan Feng) Wang Subject:Re: Palo Alto Commons Community Outreach Meeting: Tree Screening Discussion CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    Thanks Tim and Charlene, Just a few additional considerations from 4080 Wilkie Way. - Our family is 100% supportive of evergreen trees. - Denser foliage is better - 40 feet height is preferable. We noted some tree suggestions that were 20 feet. This seems to low to obscure the addition at all - Also could you look at shade tolerant evergreens as we note that the addition may shade the newly planted tree significantly given its position? We are looking forward to the other tree recommendations. Thanks, James Porter On Monday, October 7, 2024 at 04:58:17 PM PDT, Lily Lee <lee_lilyning@yahoo.com> wrote: Thank you Tim, This information is very helpful! Lily On Monday, October 7, 2024 at 09:45:27 AM PDT, Tim Davis <tim@wilsondavisassociates.com> wrote: Good morning everyone, See my responses to the questions below in Red. 1. I thought Charlene said we would be given 3 tree options to review. Will you send us another proposed species to review? I will research and provide an additional evergreen tree species. 2. The descriptions are related to Santa Barbara conditions. I was just at Santa Barbara 2 weeks ago. Conditions are not the same as here. Could you please give us information about how the trees would do in the local environment? I'm interested in how quickly they would grow in our environment and how long hardy, resistant to insects/disease, drought tolerant, etc. they would be in our environment. I noticed that the landscape architect is from San Bernardino. Perhaps they could communicate with local arborists? I will in a separate email ask the Santa Clara County extension agents and Canopy nonprofit (which Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 427  Packet Pg. 1013 of 1140  2 works with the City of Palo Alto) and cc you. The trees selected were chosen from my reaching out to Moon Valley Nursery northern California location for trees that they grow, and that would be compatible with the Palo Alto location. The Water Use Calculations of Landscape Species (WUCOLS) put out by UC Davis and used by California Landscape Architects for drought tolerance indicate that both species are compatible in the Palo Alto area as a medium water use tree. 3. I like that the Hymenosporum flavum is evergreen. That will maximize the screening effect. However, the Cercis canadensis is deciduous. Would you suggest some evergreen trees instead? The choice of the Cercis was to provide a small tree with colorful foliage to offset the large amount of green foliage. We can substitute the Cercis occidentalis for the Cercis canadensis, Which is a native variety, however the location that we are proposing is not a suitable location for a native species. 4. I noticed that neither species is native. Native plants that are well-adapted to our local environment can often be more sustainable and support the local ecosystem. Could you suggest some native species? The existing environment would not be suitable for native trees. The existing plant material is not a native plant palette and the existing irrigation would be too much for native plants and if reduce the irrigation so as not to over water the native plants you will stress the non-native plants and risk losing them or vice versa. Cheers! Tim Davis, ASLA Wilson Davis Associates 2825 Litchfield Dr. Riverside, CA 92503 Ph. (951) 353-2436 ext. 1001 Cell (951) 255-0402 tim@wilsondavisassociates.com “The bitterness of poor quality is remembered long after the sweetness of low price has faded from memory” From: Charlene Kussner <charlene@wqliving.com> Sent: Monday, October 7, 2024 8:05 AM To: Yangsze Choo <yangszechoo@gmail.com>; Lily Lee <lee_lilyning@yahoo.com> Cc: Tim Davis <tim@wilsondavisassociates.com>; dbowman@ipaoc.com; Kevin Ji <kevinji2021@gmail.com>; Emily Kallas <emily.kallas@cityofpaloalto.org>; JamesYahoo Porter <jporter992003@yahoo.com>; ntelusca@gmail.com; Jenny Chen <jennyslchen@yahoo.com>; Grace (Yan Feng) Wang <yanfengwang2@yahoo.com> Subject: RE: Fw: Palo Alto Commons Community Outreach Meeting: Tree Screening Discussion Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 428  Packet Pg. 1014 of 1140  3 Thank you for this response. We will incorporate into our plans. Charlene Kussne | V.P. of Development & Asset Managemen   charlene@wqliving.com   C: 951.757.2571     Corporate Office: 185 South State Street, Suite 1300, Salt Lake City, UT 84111   CA Office: Wellquest of Menifee Lakes, 29914 Antelope Road, Menifee CA 92586    “All that I have seen teaches me to trust the Creator for all I have not seen.”  Ralph Waldo Emerson    THIS MESSAGE CONTAINS CONFIDENTIAL INFORMATION AND IS INTENDED ONLY FOR THE INDIVIDUAL(S) NAMED. IF YOU ARE NOT THE NAMED ADDRESSEE(S) YOU SHOULD NOT DISSEMINATE, DISTRIBUTE OR COPY THIS E-MAIL. PLEASE NOTIFY THE SENDER IMMEDIATELY BY E-MAIL IF YOU HAVE RECEIVED THIS E-MAIL BY MISTAKE AND DELETE THIS E-MAIL FROM YOUR SYSTEM. E-MAIL TRANSMISSION CANNOT BE GUARANTEED TO BE SECURE OR ERROR-FREE AS INFORMATION COULD BE INTERCEPTED, CORRUP LOST, DESTROYED, ARRIVE LATE OR INCOMPLETE, OR CONTAIN VIRUSES. THE SENDER THEREFORE DOES NOT ACCEPT LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENTS OF THIS MESSAGE, WHICH ARISE AS A RESULT OF E-MAIL TRANSMISSION. VERIFICATION IS REQUIRED PLEASE REQUEST A HARD-COPY VERSION. COPYRIGHT 2018. ALL RIGHTS RESERVED BY WELLQUEST LIVING,LLC, AND ITS AFFILIATES.              From: Yangsze Choo <yangszechoo@gmail.com> Sent: Sunday, October 6, 2024 9:54 PM To: Lily Lee <lee_lilyning@yahoo.com> Cc: Charlene Kussner <charlene@wqliving.com>; tim@wilsondavisassociates.com; dbowman@ipaoc.com; Kevin Ji <kevinji2021@gmail.com>; Emily Kallas <emily.kallas@cityofpaloalto.org>; JamesYahoo Porter <jporter992003@yahoo.com>; ntelusca@gmail.com; Jenny Chen <jennyslchen@yahoo.com>; Grace (Yan Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 429  Packet Pg. 1015 of 1140  4 Feng) Wang <yanfengwang2@yahoo.com> Subject: Re: Fw: Palo Alto Commons Community Outreach Meeting: Tree Screening Discussion CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Hi Charlene and Tim, We are the residents of 4076 Wilkie Way, and we would like to have a tree at the fenceline with 4076 Wilkie. More screening is preferred by us, especially if it is evergreen. Best wishes, Natalie On Sun, Oct 6, 2024 at 9:49 PM Lily Lee <lee_lilyning@yahoo.com> wrote: Hello Charlene and Tim, Thank you for sending the draft revised landscape plan. I have several comments: 1. I thought Charlene said we would be given 3 tree options to review. Will you send us another proposed species to review? 2. The descriptions are related to Santa Barbara conditions. I was just at Santa Barbara 2 weeks ago. Conditions are not the same as here. Could you please give us information about how the trees would do in the local environment? I'm interested in how quickly they would grow in our environment and how long hardy, resistent to insects/disease, drought tolerant, etc. they would be in our environment. I noticed that the landscape architect is from San Bernardino. Perhaps they could communicate with local arborists? I will in a separate email ask the Santa Clara County extension agents and Canopy nonprofit (which works with the City of Palo Alto) and cc you. 3. I like that the hymenosporum flavum is evergreen. That will maximize the screening effect. However, the cercic canadensis is deciduous. Would you suggest some evergreen trees instead? 4. I noticed that neither species is native. Native plants that are well-adapted to our local environment can often be more sustainable and support the local ecosystem. Could you suggest some native species? Thank you for considering my comments. Feel free to call if you would like to talk more. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 430  Packet Pg. 1016 of 1140  5 Lily Lee 4080 Wilkie Way 650-815-9759 ---------- Forwarded message --------- From: Charlene Kussner <charlene@wqliving.com> Date: Fri, Aug 30, 2024 at 7:46 AM Subject: Palo Alto Commons Community Outreach Meeting: Tree Screening Discussion To: Kevinji2021@gmail.com <Kevinji2021@gmail.com>, jennyslchen@yahoo.com <jennyslchen@yahoo.com>, tee_lilyning@yahoo.com <tee_lilyning@yahoo.com>, yanfengwang2@yahoo.com <yanfengwang2@yahoo.com> Cc: Daniel Bowman <dbowman@ipaoc.com>, Tim Davis <tim@wilsondavisassociates.com> Good Morning Neighbors on Wilkie Way~ Thank you for coming to the Community meeting last week to discuss planting trees to add more privacy/screening the building from your rear yards. As we discussed, some residents wanted trees against the building and some did not want added shade in their rear yards. We have added some trees up against the building, to screen the new units from view. These trees do not add any significant shade impacts, and there is only one tree which adds just a little shade at the fence line, at 4076 Wilkie Way address. We can certainly remove this tree if no added shade is requested. We appreciate your feedback on this matter. Please see the attached exhibits as you requested: 3D landscape rendering showing new trees and the building Landscape Plan with added trees for privacy, screening Updated Shadow Studies based on adding these trees. I am here and available for further dialog on this matter. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 431  Packet Pg. 1017 of 1140  6 Charlene Kussne | V.P. of Development & Asset Managemen   charlene@wqliving.com   C: 951.757.2571     Corporate Office: 185 South State Street, Suite 1300, Salt Lake City, UT 84111   CA Office: Wellquest of Menifee Lakes, 29914 Antelope Road, Menifee CA 92586    “All that I have seen teaches me to trust the Creator for all I have not seen.”  Ralph Waldo Emerson    THIS MESSAGE CONTAINS CONFIDENTIAL INFORMATION AND IS INTENDED ONLY FOR THE INDIVIDUAL(S) NAMED. IF YOU ARE NOT THE NAMED ADDRESSEE(S) YOU SHOULD NOT DISSEMINATE, DISTRIBUTE OR COPY THIS E-MAIL. PLEASE NOTIFY THE SENDE IMMEDIATELY BY E-MAIL IF YOU HAVE RECEIVED THIS E-MAIL BY MISTAKE AND DELETE THIS E-MAIL FROM YOUR SYSTEM. E-MAIL TRANSMISSION CANNOT BE GUARANTEED TO BE SECURE OR ERROR-FREE AS INFORMATION COULD BE INTERCEPTED, CORR LOST, DESTROYED, ARRIVE LATE OR INCOMPLETE, OR CONTAIN VIRUSES. THE SENDER THEREFORE DOES NOT ACCEPT LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENTS OF THIS MESSAGE, WHICH ARISE AS A RESULT OF E-MAIL TRANSMISSIO VERIFICATION IS REQUIRED PLEASE REQUEST A HARD-COPY VERSION. COPYRIGHT 2018. ALL RIGHTS RESERVED BY WELLQUEST LIVING,LLC, AND ITS AFFILIATES.              Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 432  Packet Pg. 1018 of 1140  1 Kallas, Emily From:Charlene Kussner <charlene@wqliving.com> Sent:Monday, September 23, 2024 11:11 AM To:Kallas, Emily Cc:Daniel Bowman; Steve Sandholtz; Stephen Reller; Li Li Subject:FW: Palo Alto Commons Community Outreach Meeting updates CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links.    HI Emily, I have followed up a couple times with our neighbors, this has been our only response to date. (below) Avant Pipe/Exhaust update: We are working with our contractor, Vance Brown, to increase the exhaust pipe size to 5 inches, and then extend the pipe away from the resident property, around the corner of the building towards our courtyard. This should solve the issue, I have left two messages for that resident, Huibin Tang, with no response. I will document the new piping with photos and video prior to the Oct. 17th ARB meeting. Thank you! Charlene Kussner  |   V.P. of Development & Asset Managemen     charlene@wqliving.com C: 951.757.2571 Corporate Office: 185 South State Street, Suite 1300, Salt Lake City, UT 84111 CA Office: Wellquest of Menifee Lakes, 29914 Antelope Road, Menifee CA 92586   “All that I have seen teaches me to trust the Creator for all I have not seen.” Ralph Waldo Emerson    THIS MESSAGE CONTAINS CONFIDENTIAL INFORMATION AND IS INTENDED ONLY FOR THE INDIVIDUAL(S) NAMED. IF YOU ARE NOT THE NAMED ADDRESSEE(S) YOU SHOULD NOT DISSEMINATE, DISTRIBUTE OR COPY THIS E‐MAIL. PLEASE NOTIFY THE SENDER IMMEDIATELY BY E‐MAIL IF YOU  HAVE RECEIVED THIS E‐MAIL BY MISTAKE AND DELETE THIS E‐MAIL FROM YOUR SYSTEM. E‐MAIL TRANSMISSION CANNOT BE GUARANTEED TO BE SECURE OR ERROR‐FREE AS INFORMATION COULD BE INTERCEPTED, CORRUPTED, LOST, DESTROYED, ARRIVE LATE OR INCOMPLETE, OR CONTAIN  VIRUSES. THE SENDER THEREFORE DOES NOT ACCEPT LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENTS OF THIS MESSAGE, WHICH ARISE AS A RESULT OF E‐MAIL TRANSMISSION. IF VERIFICATION IS REQUIRED PLEASE REQUEST A HARD‐COPY VERSION. COPYRIGHT 2018. ALL RIGHTS  RESERVED BY WELLQUEST LIVING,LLC, AND ITS AFFILIATES.                  From: Kevin Ji <kevinji2021@gmail.com>   Sent: Sunday, September 22, 2024 9:42 PM  To: Charlene Kussner <charlene@wqliving.com>  Subject: Re: Palo Alto Commons Community Outreach Meeting: Tree Screening Discussion    Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 433  Packet Pg. 1019 of 1140  2 CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.     Hi Charlene,      Thanks for reaching out. GIve me a couple days to chat with the neighbors and I'll circle back with you.     Sincerely,     Kevin    On Thu, Sep 19, 2024 at 2:57 PM Charlene Kussner <charlene@wqliving.com> wrote:  HI Kevin, just following up on this. Any further comments we need to incorporate? Please let me know.    Thanks so much~    Charlene Kussner  |   V.P. of Development & Asset Managemen          charlene@wqliving.com   C: 951.757.2571     Corporate Office: 185 South State Street, Suite 1300, Salt Lake City, UT 84111   CA Office: Wellquest of Menifee Lakes, 29914 Antelope Road, Menifee CA 92586     “All that I have seen teaches me to trust the Creator for all I have not seen.”  Ralph Waldo Emerson     THIS MESSAGE CONTAINS CONFIDENTIAL INFORMATION AND IS INTENDED ONLY FOR THE INDIVIDUAL(S) NAMED. IF YOU ARE NOT THE NAMED ADDRESSEE(S) YOU SHOULD NOT DISSEMINATE, DISTRIBUTE OR COPY THIS E‐MAIL. PLEASE NOTIFY THE SENDER IMMEDIATELY BY E‐MAIL IF YOU  HAVE RECEIVED THIS E‐MAIL BY MISTAKE AND DELETE THIS E‐MAIL FROM YOUR SYSTEM. E‐MAIL TRANSMISSION CANNOT BE GUARANTEED TO BE SECURE OR ERROR‐FREE AS INFORMATION COULD BE INTERCEPTED, CORRUPTED, LOST, DESTROYED, ARRIVE LATE OR INCOMPLETE, OR CONTAIN  VIRUSES. THE SENDER THEREFORE DOES NOT ACCEPT LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENTS OF THIS MESSAGE, WHICH ARISE AS A RESULT OF E‐MAIL TRANSMISSION. IF VERIFICATION IS REQUIRED PLEASE REQUEST A HARD‐COPY VERSION. COPYRIGHT 2018. ALL RIGHTS  RESERVED BY WELLQUEST LIVING,LLC, AND ITS AFFILIATES.                 Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 434  Packet Pg. 1020 of 1140  3            From: Daniel Bowman <dbowman@ipaoc.com>   Sent: Monday, September 9, 2024 9:43 AM  To: Charlene Kussner <charlene@wqliving.com>; Kevin Ji <kevinji2021@gmail.com>  Cc: Tim Davis <tim@wilsondavisassociates.com>; jennyslchen@yahoo.com; tee_lilyning@yahoo.com;  yanfengwang2@yahoo.com  Subject: RE: Palo Alto Commons Community Outreach Meeting: Tree Screening Discussion     CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.      Kevin,     The existing shade plans are on the sheets above the proposed shade plans. It is the one without the green and red  areas. Green being the impact from the added trees and red being the impact from the building areas.     Below is the square footages for the proposed added shade at the dates and times that are on the shade plans. Since  the sun is always moving, these times are a snapshot of the shadows throughout the year. Dec 21 having the most  shade impact during the year and June 21 having the least shade impact. 3 times are taken at noon and 1 at 4pm near  sunset (at sunset its 100% shade by definition).      The area of all of the properties along Wilkie Way is 57,110 sf. So the worst case shade impact of these times would  add shade to 0.29% of the property areas. All of which will be on roofs for that time (dec 21st at 4 pm).        Square Footages of Shade Impact on Neighbor’s Property  Dates and Times  Area of Added Shade  From building addition From proposed trees  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 435  Packet Pg. 1021 of 1140  4 March 21st at 12 PM 0 sf 28 sf  June 21st at 12 PM 0 sf 0 sf  Dec 21st at 12 PM  43 sf  (37 sf on roofs)  86 sf  Dec 21st at 4 PM  157 sf  (all on roofs)  7 sf  (all on roofs)             DANIEL BOWMAN, NCARB  IRWIN PARTNERS ARCHITECTS   245 Fischer Avenue, Suite B2 Costa Mesa, CA 92626  714.557.2448 | dbowman@ipaoc.com | ipaoc.com        From: Charlene Kussner <charlene@wqliving.com>   Sent: Monday, September 9, 2024 7:40 AM  To: Kevin Ji <kevinji2021@gmail.com>; Daniel Bowman <dbowman@ipaoc.com>  Cc: Tim Davis <tim@wilsondavisassociates.com>; jennyslchen@yahoo.com; tee_lilyning@yahoo.com;  yanfengwang2@yahoo.com  Subject: RE: Palo Alto Commons Community Outreach Meeting: Tree Screening Discussion     Yes, we do. Daniel can send to you this morning.    Charlene Kussner  |   V.P. of Development & Asset Managemen        Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 436  Packet Pg. 1022 of 1140  5   charlene@wqliving.com   C: 951.757.2571     Corporate Office: 185 South State Street, Suite 1300, Salt Lake City, UT 84111   CA Office: Wellquest of Menifee Lakes, 29914 Antelope Road, Menifee CA 92586     “All that I have seen teaches me to trust the Creator for all I have not seen.”  Ralph Waldo Emerson     THIS MESSAGE CONTAINS CONFIDENTIAL INFORMATION AND IS INTENDED ONLY FOR THE INDIVIDUAL(S) NAMED. IF YOU ARE NOT THE NAMED ADDRESSEE(S) YOU SHOULD NOT DISSEMINATE, DISTRIBUTE OR COPY THIS E‐MAIL. PLEASE NOTIFY THE SENDER IMMEDIATELY BY E‐MAIL IF YOU  HAVE RECEIVED THIS E‐MAIL BY MISTAKE AND DELETE THIS E‐MAIL FROM YOUR SYSTEM. E‐MAIL TRANSMISSION CANNOT BE GUARANTEED TO BE SECURE OR ERROR‐FREE AS INFORMATION COULD BE INTERCEPTED, CORRUPTED, LOST, DESTROYED, ARRIVE LATE OR INCOMPLETE, OR CONTAIN  VIRUSES. THE SENDER THEREFORE DOES NOT ACCEPT LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENTS OF THIS MESSAGE, WHICH ARISE AS A RESULT OF E‐MAIL TRANSMISSION. IF VERIFICATION IS REQUIRED PLEASE REQUEST A HARD‐COPY VERSION. COPYRIGHT 2018. ALL RIGHTS  RESERVED BY WELLQUEST LIVING,LLC, AND ITS AFFILIATES.                            From: Kevin Ji <kevinji2021@gmail.com>   Sent: Saturday, September 7, 2024 10:21 AM  To: Daniel Bowman <dbowman@ipaoc.com>  Cc: Tim Davis <tim@wilsondavisassociates.com>; Charlene Kussner <charlene@wqliving.com>;  jennyslchen@yahoo.com; tee_lilyning@yahoo.com; yanfengwang2@yahoo.com  Subject: Re: Palo Alto Commons Community Outreach Meeting: Tree Screening Discussion     CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.       Hi All,       Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 437  Packet Pg. 1023 of 1140  6 Thanks for this information. I was wondering if you have a shade analysis not against what is being proposed  to be built, but what is currently there. Is there any way we can get the square footage of new shade caused  by the new construction? It is hard to measure this with these paper print outs.      Thanks,      Kevin     On Wed, Sep 4, 2024 at 9:37 AM Daniel Bowman <dbowman@ipaoc.com> wrote:  The shadow study drawings are on 11x17 sheets. If you print it on 8 1/2x11 (standard) you can either scale it down  50% (so the scale of the drawing would be 1”=100’) or you can print it on two 8 1/2x11 sheets to keep it at 1”=50’.     Sheet 1:                                                               Sheet 2:               DANIEL BOWMAN, NCARB  IRWIN PARTNERS ARCHITECTS   245 Fischer Avenue, Suite B2 Costa Mesa, CA 92626  714.557.2448 | dbowman@ipaoc.com | ipaoc.com  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 438  Packet Pg. 1024 of 1140  7       From: Tim Davis <tim@wilsondavisassociates.com>   Sent: Wednesday, September 4, 2024 8:03 AM  To: charlene@wqliving.com; Kevin Ji <kevinji2021@gmail.com>  Cc: jennyslchen@yahoo.com; tee_lilyning@yahoo.com; yanfengwang2@yahoo.com; Daniel Bowman  <dbowman@ipaoc.com>  Subject: RE: Palo Alto Commons Community Outreach Meeting: Tree Screening Discussion     Charlene,  Here are the tree descriptions. As for the height when planted that would depend on the size of the tree we  intend to install. Most likely it will take 5‐10 years to provide the privacy they are hoping for.     Cheers!     Tim Davis, ASLA  Wilson Davis Associates  2825 Litchfield Dr.  Riverside, CA 92503  Ph. (951) 353‐2436 ext. 1001  Cell (951) 255‐0402  tim@wilsondavisassociates.com  “The bitterness of poor quality is remembered long after the sweetness of low price has faded from memory”     From: Charlene Kussner <charlene@wqliving.com>   Sent: Wednesday, September 4, 2024 6:53 AM  To: Kevin Ji <kevinji2021@gmail.com>  Cc: jennyslchen@yahoo.com; tee_lilyning@yahoo.com; yanfengwang2@yahoo.com; Daniel Bowman  <dbowman@ipaoc.com>; Tim Davis <tim@wilsondavisassociates.com>  Subject: RE: Palo Alto Commons Community Outreach Meeting: Tree Screening Discussion  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 439  Packet Pg. 1025 of 1140  8    Good Morning! Thank you for your response.    Daniel and Tim can provide these answers for you.    Charlene Kussner  |   V.P. of Development & Asset Managemen          charlene@wqliving.com   C: 951.757.2571     Corporate Office: 185 South State Street, Suite 1300, Salt Lake City, UT 84111   CA Office: Wellquest of Menifee Lakes, 29914 Antelope Road, Menifee CA 92586     “All that I have seen teaches me to trust the Creator for all I have not seen.”  Ralph Waldo Emerson     THIS MESSAGE CONTAINS CONFIDENTIAL INFORMATION AND IS INTENDED ONLY FOR THE INDIVIDUAL(S) NAMED. IF YOU ARE NOT THE NAMED ADDRESSEE(S) YOU SHOULD NOT DISSEMINATE, DISTRIBUTE OR COPY THIS E‐MAIL. PLEASE NOTIFY THE SENDER IMMEDIATELY BY E‐MAIL IF YOU  HAVE RECEIVED THIS E‐MAIL BY MISTAKE AND DELETE THIS E‐MAIL FROM YOUR SYSTEM. E‐MAIL TRANSMISSION CANNOT BE GUARANTEED TO BE SECURE OR ERROR‐FREE AS INFORMATION COULD BE INTERCEPTED, CORRUPTED, LOST, DESTROYED, ARRIVE LATE OR INCOMPLETE, OR CONTAIN  VIRUSES. THE SENDER THEREFORE DOES NOT ACCEPT LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENTS OF THIS MESSAGE, WHICH ARISE AS A RESULT OF E‐MAIL TRANSMISSION. IF VERIFICATION IS REQUIRED PLEASE REQUEST A HARD‐COPY VERSION. COPYRIGHT 2018. ALL RIGHTS  RESERVED BY WELLQUEST LIVING,LLC, AND ITS AFFILIATES.                            From: Kevin Ji <kevinji2021@gmail.com>   Sent: Tuesday, September 3, 2024 11:12 PM  To: Charlene Kussner <charlene@wqliving.com>  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 440  Packet Pg. 1026 of 1140  9 Cc: jennyslchen@yahoo.com; tee_lilyning@yahoo.com; yanfengwang2@yahoo.com; Daniel Bowman  <dbowman@ipaoc.com>; Tim Davis <tim@wilsondavisassociates.com>  Subject: Re: Palo Alto Commons Community Outreach Meeting: Tree Screening Discussion     CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe.       Hi Charlene,       Thanks for sending this over to me. I had a couple of follow up questions.      1. Can you help me understand the scaling on the shadow study? I see that it says 1" = 50'. But how large of  a surface is this printed out on? If I were to print this out on a standard letter size paper, I imagine it would  be much smaller than if I were to print it out on a large poster board size.   2. Can you attach the blow up on the information about these trees? The information on the plant schedule  and the species is too small to see on a computer.   3. What are the growing schedules of these trees? How tall will they start out as and how long will it take  them to grow to a height where it will actually provide shade/privacy?      Thanks,      Kevin     On Fri, Aug 30, 2024 at 7:46 AM Charlene Kussner <charlene@wqliving.com> wrote:  Good Morning Neighbors on Wilkie Way~    Thank you for coming to the Community meeting last week to discuss planting trees to add more privacy/screening the building from your rear yards.  As we discussed, some residents wanted trees against the building and some did not want added shade in their rear yards.   Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 441  Packet Pg. 1027 of 1140  10   We have added some trees up against the building, to screen the new units from view. These trees do not add any significant shade impacts, and there is only one tree which adds just a little shade at the fence line, at 4076 Wilkie Way address. We can certainly remove this tree if no added shade is requested.    We appreciate your feedback on this matter.    Please see the attached exhibits as you requested:  3D landscape rendering showing new trees and the building  Landscape Plan with added trees for privacy, screening  Updated Shadow Studies based on adding these trees.    I am here and available for further dialog on this matter.    Charlene Kussner  |   V.P. of Development & Asset Managemen          charlene@wqliving.com   C: 951.757.2571     Corporate Office: 185 South State Street, Suite 1300, Salt Lake City, UT 84111   CA Office: Wellquest of Menifee Lakes, 29914 Antelope Road, Menifee CA 92586     “All that I have seen teaches me to trust the Creator for all I have not seen.”  Ralph Waldo Emerson     THIS MESSAGE CONTAINS CONFIDENTIAL INFORMATION AND IS INTENDED ONLY FOR THE INDIVIDUAL(S) NAMED. IF YOU ARE NOT THE NAMED ADDRESSEE(S) YOU SHOULD NOT DISSEMINATE, DISTRIBUTE OR COPY THIS E‐MAIL. PLEASE NOTIFY THE SENDER IMMEDIATELY BY E‐MAIL IF YOU  HAVE RECEIVED THIS E‐MAIL BY MISTAKE AND DELETE THIS E‐MAIL FROM YOUR SYSTEM. E‐MAIL TRANSMISSION CANNOT BE GUARANTEED TO BE SECURE OR ERROR‐FREE AS INFORMATION COULD BE INTERCEPTED, CORRUPTED, LOST, DESTROYED, ARRIVE LATE OR INCOMPLETE, OR CONTAIN  VIRUSES. THE SENDER THEREFORE DOES NOT ACCEPT LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENTS OF THIS MESSAGE, WHICH ARISE AS A RESULT OF E‐MAIL TRANSMISSION. IF VERIFICATION IS REQUIRED PLEASE REQUEST A HARD‐COPY VERSION. COPYRIGHT 2018. ALL RIGHTS  RESERVED BY WELLQUEST LIVING,LLC, AND ITS AFFILIATES.  Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 442  Packet Pg. 1028 of 1140  From:Lily Lee To:Kevin Ji; Kallas, Emily Subject:Re: Palo Alto Commons project - Timeline? Applicable landscaping/privacy requirements? Date:Tuesday, September 24, 2024 9:49:49 PM Attachments:image006.png image004.png image003.png image002.png image001.png image007.png CAUTION: This email originated from outside of the organization. Be cautiousof opening attachments and clicking on links. Hi Emioly, Thank you for this information. I was wondering if this is still the plan? Lily On Wednesday, August 28, 2024 at 11:29:38 AM PDT, Kallas, Emily <emily.kallas@cityofpaloalto.org> wrote: Hi Lily, Yes, that timeline is accurate to the process. Currently, assuming the fastest possible timeline, it would look like this: ARB 10/17 – this is tentatively scheduled and likely to remain on this date PTC 11/13 Council 12/16 – this is the last one of 2024 There’s a lot of factors that go into this, but this at least gives a sense of what is possible. Many items, such as review of the TDM plan, could delay this schedule. This schedule would not be affected by the election, but if it becomes certain that the PTC would be in 2024 and Council would be in 2025, then any PTC members who win the Council election may choose to recuse themselves from the PTC vote since they can only vote once as either PTC or Council. Thanks, Emily Emily Kallas, AICP Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 443  Packet Pg. 1029 of 1140  Planner Planning and Development Services Department (650) 617-3125 | emily.kallas@cityofpaloalto.org www.cityofpaloalto.org Parcel Report | Palo Alto Zoning Code | Online Permitting System | Planning Forms & Applications | Planning Applications Mapped From: Lily Lee <lee_lilyning@yahoo.com> Sent: Monday, August 26, 2024 4:59 PM To: Kevin Ji <kevinji2021@gmail.com>; Kallas, Emily <Emily.Kallas@cityofpaloalto.org> Subject: Re: Palo Alto Commons project - Timeline? Applicable landscaping/privacy requirements? CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Hi Emily, Thank you for your speedy and substantive response! I am attaching the 1st fil as a Word doc. I'm sorry this link did not work for you. https://docs.google.com/document/d/1IX-3UxhfHq1EfNYf3d4tordXKVtnTwQYT1oCoOkLozg/edit?usp=sharing On Monday, August 26, 2024 at 09:19:42 AM PDT, Kallas, Emily <emily.kallas@cityofpaloalto.org> wrote: Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 444  Packet Pg. 1030 of 1140  Hi Lily, I’m happy to provide a project update, and please feel free to share my response with other neighbors. 1. Thank you for sending over the documents, unfortunately I was only able to open 2nd link with the meeting notes, and not the 1st link? If you could please download it and resend it as a Word doc, that would be great. 2. In terms of the 2nd link, thank you very much for the summary since I was unable to attend the meeting. I have a couple additional notes to add: The Planning Dept. would also prefer screening landscaping to be evergreen, however we are open to neighbor preferences. The allowed residential fence height is 7 ft (not 6 ft, also this is inclusive of any lattice). 8 ft is allowed where residential abuts non-residential, and with Staff approval. It would be possible to rebuild the 8ft fence, though it cannot be any taller. There may be Fire Code/egress issues with only having 5ft sill windows in a unit, I will follow up on this. Secondary windows may have a 5ft sill, but I believe each sleeping room is required to have at least 1 egress window. 3. Yes, we are currently anticipating the project will go back to the ARB in October. It is tentatively scheduled for 10/17, though this is subject to change. It does not make sense to return to ARB until we have the revised landscape design, since the ARB specifically asked for that. 4. As a Planned Community Project, the project is not required to meet the code requirements of PAMC 18.24 or 18.40. However, those are starting points for the ARB, PTC, and Council to use to determine if what the applicants are asking for is reasonable and should be approved. Thanks, Emily Emily Kallas, AICP Planner Planning and Development Services Department (650) 617-3125 | emily.kallas@cityofpaloalto.org www.cityofpaloalto.org Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 445  Packet Pg. 1031 of 1140  Parcel Report | Palo Alto Zoning Code | Online Permitting System | Planning Forms & Applications | Planning Applications Mapped From: Lily Lee <lee_lilyning@yahoo.com> Sent: Sunday, August 25, 2024 3:53 PM To: Kallas, Emily <Emily.Kallas@cityofpaloalto.org>; Kevin Ji <kevinji2021@gmail.com> Subject: Palo Alto Commons project - Timeline? Applicable landscaping/privacy requirements? CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Hi Emily, I hope you are well! Some neighbors have requested more information about the bigger picture timeline. I drafted a summary to help them. Would you mind reviewing this and making any corrections or additions? I hope all of us will be less confused that way: https://docs.google.com/document/d/1IX-3UxhfHq1EfNYf3d4tordXKVtnTwQYT1oCoOkLozg/edit?usp=sharing Also, Charlene told me that she expects to go back to the ARB in 45 days, which means October. I thought they would revise the landscape plan first based on the comments that we gave them. But maybe they do not think they need to make much change? In addition, here are some notes I took from the 8/22 meeting. I asked the neighbors to add/edit based on what they remember from the meeting. I may not have remembered correctly what Charlene said about a back fence height restrictions and the option for increasing the height if a request for a special permit is granted. I would appreciate your help with making sure I have the right information about that too. 2024-08-22 Landscape architects Mtg Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 446  Packet Pg. 1032 of 1140  2024-08-22 Landscape architects Mtg Wellquest Living meeting with Landscape Architects Plans to expand Palo Alto Commons 8/22, 6 pm, 4071 El Camino... Finally, thank you for the 2 links below. I wanted to clarify - does that mean that the 2 links I looked up do not apply to this project? 18.40.260 Visual Screening and Landscaping Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 447  Packet Pg. 1033 of 1140  18.40.260 Visual Screening and Landscaping Legal publisher offering ordinance codification services for local governments, specializing in providing codes ... And this? 18.40.130 Landscaping 18.40.130 Landscaping Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 448  Packet Pg. 1034 of 1140  Legal publisher offering ordinance codification services for local governments, specializing in providing codes ... I know you are busy. Please do not feel any urgency to respond this week (or even next week) to these questions. But maybe in the next month, if you have some quiet time, I would appreciate your advice. You can respond piece by piece as you have time. And if it is easier for you, of course, call any time. Again, thank you very much for your help! I have learned a lot from you! Lily 650-815-9749 ----- Forwarded Message ----- From: Kallas, Emily <emily.kallas@cityofpaloalto.org> To: Lily Lee <lee_lilyning@yahoo.com>; Kevin Ji <kevinji2021@gmail.com> Sent: Monday, July 22, 2024 at 09:29:30 AM PDT Subject: RE: Summary of Board Member Baltay's conversation with Wilkie Way residents Hi Lily, Thank you for the summary. The existing privacy standards are located in two places: 18.24.050(b)(2) Privacy and Transitions to Residential Uses. I would specifically look at subsection (D) – the section starting with “Windows: within 30 feet of facing residential windows…” Individual Review Guidelines Guideline 5 (pages 14-15). These are the ones the PTC cited, though the ARB discussed/determined 18.24 would be more appropriate to apply. Thanks, Emily Emily Kallas, AICP Planner Planning and Development Services Department (650) 617-3125 | emily.kallas@cityofpaloalto.org Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 449  Packet Pg. 1035 of 1140  www.cityofpaloalto.org Parcel Report | Palo Alto Zoning Code | Online Permitting System | Planning Forms & Applications | Planning Applications Mapped From: Lily Lee <lee_lilyning@yahoo.com> Sent: Thursday, July 18, 2024 6:20 PM To: Kallas, Emily <Emily.Kallas@cityofpaloalto.org>; Kevin Ji <kevinji2021@gmail.com> Subject: Summary of Board Member Baltay's conversation with Wilkie Way residents CAUTION: This email originated from outside of the organization. Be cautious of opening attachments and clicking on links. Hi Emily, Thank you for helping us understand the process. You requested a Summary of Board Member Baltay's conversation with Wilkie Way residents. As I said he reiterated several things he said during the meeting. I did not take notes, but below is what I remember. Kevin, plese add/correct: He thanked us for our input. He said the ARB is taking our concerns seriously and that is why it asked the applicant to come back with many additional tasks and changes in design. He appreciated Kevin's thorough research. Although he does not agree with some of Kevin's interpretation, using the existing code and other guidelines is the best way to influence the process. In that spirit, he recommended looking at the existing privacy standards, which is what he asked the applicant to apply. He said the ARB takes seriously the impacts on parking, noise, privacy, and visual impact. That is why it went beyond usual requirements to recommend no noise producing equipment in the 10 foot setback. Emily, is this what he was talking about? 18.40.260 Visual Screening and Landscaping Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 450  Packet Pg. 1036 of 1140  18.40.260 Visual Screening and Landscaping Legal publisher offering ordinance codification services for local governments, specializing in providing codes ... And this? 18.40.130 Landscaping Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 451  Packet Pg. 1037 of 1140  18.40.130 Landscaping Legal publisher offering ordinance codification services for local governments, specializing in providing codes ... Thank you again! Lily We removed a file from this message Your organization's email policy doesn't permit this type of file. If you need it, please contact your administrator. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 452  Packet Pg. 1038 of 1140  File Details image006.emz (1783 bytes) © 2003 - 2019 Mimecast Services Limited. We removed a file from this message Your organization's email policy doesn't permit this type of file. If you need it, please contact your administrator. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 453  Packet Pg. 1039 of 1140  File Details image008.emz (1547 bytes) © 2003 - 2019 Mimecast Services Limited. Item 13 Attachment F - Public Comments        Item 13: Staff Report Pg. 454  Packet Pg. 1040 of 1140  If you need assistance reviewing the above documents, please contact the Project Planner or call the Planner-on-Duty at 650-617-3117 or email planner@cityofpaloalto.org Project Plans In order to reduce paper consumption, a limited number of hard copy project plans are provided to Council members for their review. The same plans are available to the public, at all hours of the day, via the following online resources. Directions to Review Project Plans and Environmental Document Online: 1. Go to: bit.ly/PApendingprojects 2. Scroll down to find “4075 El Camino” and click the address link 3. Click on “Tell me more about 4075 El Camino Way” 4. On this project-specific webpage you will find a link to the project plans and other important information Direct Link to Project Webpage: https://www.cityofpaloalto.org/Departments/Planning-Development-Services/Current- Planning/Projects/4075-El-Camino-Way Item 13 Attachment G - Project Plans, TDM Plan, and Environmental Documents        Item 13: Staff Report Pg. 455  Packet Pg. 1041 of 1140  9 0 4 8 City Council Staff Report From: City Manager Report Type: ACTION ITEMS Lead Department: Planning and Development Services Meeting Date: March 16, 2026 Report #:2512-5753 TITLE Adoption of an Ordinance Adding a New Section 18.40.280 (Bird-Friendly Design) to Chapter 18.40 (General Standards and Exceptions) of Title 18 (Zoning) of the Palo Alto Municipal Code; CEQA Status: Exempt Pursuant to CEQA Guidelines Section 15308 (Actions for Protection of the Environment) RECOMMENDATION Staff recommend the City Council adopt an Ordinance adding a new Section 18.40.280 (Bird- Friendly Design) to Chapter 18.40 (General Standards and Exceptions) of Title 18 (Zoning) of the Palo Alto Municipal Code. EXECUTIVE SUMMARY The Bird-Friendly Design Ordinance (Draft Ordinance) implements Comprehensive Plan Program L6.3.1, which directs staff to develop guidelines that minimize hazards for birds, and has been a City Council Priority objective for several years. The Draft Ordinance (Attachment A) incorporates modifications recommended by the Planning and Transportation Commission (PTC) following its public hearing on December 10, 2025. The Draft Ordinance generally applies to new construction and major remodels involving unbroken glazing of 24 square feet or larger. The Draft Ordinance regulates residential and nonresidential projects within or outside of Bird Sensitive Area differently, with stricter requirements apply to those within the Bird Sensitive Area. Acknowledging the high cost and limited availability of specialized glazing, the PTC recommended specific modifications to mitigate impacts on housing production, most notably exempting any portions of residential structures under 35 feet in height located outside the Bird Sensitive Area. This recommendation effectively exempts all single-family homes outside of Bird Sensitive Area from the new regulations, reflecting the PTC’s concern that current market realities and supply chain constraints disproportionately burden smaller-scale residential projects. Additionally, the PTC directed the removal of requirements for the replacement of Item 14 Item 14 Staff Report        Item 14: Staff Report Pg. 1  Packet Pg. 1042 of 1140  9 0 4 8 existing fenestration to further reduce logistical hurdles for homeowners as well as local businesses. BACKGROUND 1 and July 18, 2024.2 The ARB recommended tailoring the Draft Ordinance to different areas within the City (e.g., foothills, Baylands, and urbanized areas) and exempting residential projects to avoid increasing housing costs. The ARB recommended considering “substantial remodel” as the threshold for triggering requirements for the Draft Ordinance, using window size limitations, and expressed some concerns about how these standards could affect residential development. On August 28, 2024,3 the PTC reviewed the Draft Ordinance with a focus on simplifying applicability and mitigating development costs, recommending reduced buffers and the use of non-permanent markers to avoid hindering housing production. On October 30, 2024,4 staff subsequently presented the revised Draft Ordinance, establishing key definitions, applicability, and types of Bird-Friendly Treatments to facilitate 1 February 15, 2024, ARB Staff Report Packet (Item #3), starting on Page 130 2 July 18, 2024, ARB Staff Report Packet (Item #3), starting on Page 130 3 August 28, 2024, PTC Staff Report Packet (Item #2), starting on Page 9 4 October 30, 2024, PTC Staff Report Packet (Item #2), starting on Page 10 Item 14 Item 14 Staff Report        Item 14: Staff Report Pg. 2  Packet Pg. 1043 of 1140  9 0 4 8 easier implementation. The PTC moved to recommend the Draft Ordinance to City Council but requested specific modifications, including expanding applicability to additional project types and amending the location and amount of required treatments. Additionally, the PTC directed revisions to definitions, such as the Bird Sensitive Area, and changes to the criteria for alternative compliance On December 10, 2025,9 staff returned with a revised Draft Ordinance and new research on cost and availability of specialized glazing (described in more detail in the PTC Staff Report,5 and below), encouraging the PTC to reconsider residential requirements based on feasibility. Acknowledging financial burdens, the PTC accepted most modifications staff recommended and added an exemption for residential structures (exempting any portions of residential structures under 35 feet). Despite these changes, the PTC remained uncertain regarding the local significance of bird strikes and debated whether these regulations should be adopted as an ordinance or simply as guidelines. The final recommendation was for approval of the Draft Ordinance with modifications (as described in Attachment C) by a vote of 5-2, with Commissioners Hechtman and James voting against the motion. Commissioner James expressed concerns about whether the regulations were justified and effective. Commissioner Hechtman appreciated how far these regulations have come but expressed concerns with whether the difference in regulations between residential and commercial uses was appropriate, and whether the regulations were still too strict for residential uses in the Bird Sensitive Area. Cost and Availability of Bird-Friendly Glazing Following the PTC direction from October 2024, staff identified concerns regarding the disproportionate cost and limited availability of specialized glazing for small-scale projects like single-family homes. Through conversations with glass manufacturers, architects, local retailers, and other cities, staff learned that a dedicated residential market for these products does not currently exist, forcing homeowners to source commercial-rated glazing that is significantly more expensive and difficult to procure directly. Architects noted that while specialized glazing offers better visibility, the high unit cost, which are often double that of standard options, and extended lead times might make it practically prohibitive for many residential projects. As a result, the glazing specialists typically recommend alternatives like insect screens, which is the cheapest option when architecturally compatible, or non-permanent markers like films, though the latter present challenges regarding installation, bulk purchasing requirements, and environmental waste. Discussions with other cities confirmed that their ordinances essentially exempt single-family homes. However, when bird-friendly design features are required, applicants generally propose insect screens as part of their applications or staff would recommend revisions to architectural features and materials to mitigate the high cost and limited availability of specialized glazing. 9 December 10, 2025, PTC Staff Report Packet (Item #2), starting on Page 100 Item 14 Item 14 Staff Report        Item 14: Staff Report Pg. 3  Packet Pg. 1044 of 1140  9 0 4 8 Local retailers similarly reported a lack of inventory and awareness, indicating that any request for specialized glazing would require special orders from manufacturers, potentially delaying construction timelines. Given these constraints, other cities often exempt single-family homes outright or limit requirements to new construction to mitigate the financial burden. Ultimately, additional research highlighted that mandating specialized glazing for residential projects introduces substantial logistical hurdles and costs, as the current supply chain is not equipped to support individual procurement efficiently. ANALYSIS Definitions. Defines key terms pertaining exclusively to this ordinance, including, but not limited to, Bird Hazard Installation, Bird Sensitive Areas (hillsides and Baylands), Bird- Friendly Treatments (visual cues such as dots or lines spaced maximum 2 inches apart for permanent installations, residential-only limited applications (decals/films), and exterior features like screens). Applicability. Applies to new construction, major remodels, and all new fenestration or new or replacement Bird Hazard Installation. Bird-Friendly Design Requirements. o Mandating Bird-Friendly Treatments for all Bird Hazard Installations and for any unbroken glazing on an elevation that is 24 square feet or larger. o For residential, within the Bird Sensitive Area, up to 10% of an elevation may be untreated; outside of the Bird Sensitive Area, up to 40% may be untreated. o For nonresidential, up to 10% of an elevation may be untreated, regardless of location. Alternative Compliance. Allows alternative approaches for any projects seeking to meet the intent of the ordinance through methods other than those specifically prescribed, subject to Director approval. Exemptions for some structures, including historic buildings, 100% affordable housing projects, first-floor commercial street-facing glazing in specified districts, and any portions of residential structures under 35 feet in height. Item 14 Item 14 Staff Report        Item 14: Staff Report Pg. 4  Packet Pg. 1045 of 1140  9 0 4 8 Exemption on Small-Scale Projects POLICY IMPLICATIONS Item 14 Item 14 Staff Report        Item 14: Staff Report Pg. 5  Packet Pg. 1046 of 1140  9 0 4 8 production by reducing project viability and potentially delaying approval for critical housing units. FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT Item 14 Item 14 Staff Report        Item 14: Staff Report Pg. 6  Packet Pg. 1047 of 1140  9 0 4 8 justify the associated costs. Both entities urge the City to reconsider highly restrictive glazing mandates, such as the 10% limit on untreated glass and the 24 square foot treatment threshold for replacements, which they argue will dramatically increase construction costs, strain supply chains, and negatively impact the aesthetics and marketability of projects. They recommend that the City instead conduct a justifying study or adopt more practical, targeted alternatives, such as exempting retail/lobby areas or narrowly defining the Bird Sensitive Area. ENVIRONMENTAL REVIEW ATTACHMENTS Item 14 Item 14 Staff Report        Item 14: Staff Report Pg. 7  Packet Pg. 1048 of 1140  9 0 4 8 Attachment B: Draft Bird Sensitive Area Map APPROVED BY: Item 14 Item 14 Staff Report        Item 14: Staff Report Pg. 8  Packet Pg. 1049 of 1140  *** NOT YET APPROVED *** 0160152_20260303_ay Ordinance No. _____ Ordinance of the Council of the City of Palo Alto Amending Chapter 18.40 (General Standards and Exceptions) of Title 18 (Zoning) of the Palo Alto Municipal Code to Adopt Bird Friendly Design Standards The Council of the City of Palo Alto ORDAINS as follows: SECTION 1. Findings and Declarations. The City Council finds and declares as follows: A. On November 13, 2017, the City Council adopted the 2030 Comprehensive Plan. The plan included a policy encouraging bird-friendly design and a program to develop guidelines for bird-friendly building design that minimizes hazards for birds and reduces the poten al for collisions. B. On January 29, 2024, the City Council selected four City Council priori es, one of which is “Climate Change & Natural Environment – Protec on & Adapta on.” This priority includes an objec ve to approve a bird-safe glass and wildlife light pollu on protec ons ordinance. C. On February 14, 2024, and July 18, 2024, the Architectural Review Board conducted study sessions and provided feedback on this ordinance. D. On August 14, 2024, the Planning and Transporta on Commission reviewed the dra ordinance, provided feedback, and con nued the hearing to a date uncertain. E. On October 30, 2024, the Planning and Transporta on Commission ini ally reviewed the proposed ordinance and recommended its adop on to the City Council. F. On December 10, 2025, a er considering addi onal informa on presented by staff, the Planning and Transporta on Commission again recommended adop on of the ordinance to the City Council. G. This Ordinance is intended to reduce bird mortality rates by reducing the possibility of bird collisions with buildings, contribu ng to a healthier and more resilient environment. H. This Ordinance provides clear and consistent standards, streamlining the approval process by reducing the need for case-by-case review of individual projects. SECTION 2. Section 18.40.280 (Bird-Friendly Design Standards) of Chapter 18.40 (General Standards and Exceptions) of Title 18 (Zoning) of the Palo Alto Municipal Code is added to read as follows: 18.40.280 Bird-Friendly Design Standards (a) Purpose. The intent of this section is to establish bird-friendly design standards for glass to minimize hazards for birds and to reduce the potential for collisions. Item 14 Attachment A - Draft Ordinance        Item 14: Staff Report Pg. 9  Packet Pg. 1050 of 1140  *** NOT YET APPROVED *** 0160152_20260303_ay (b) Definitions. The following terms are defined for the purposes of this section: (1) “Bird Sensitive Area” means the areas located east of Highway 101 and west of Foothill Expressway. (2) “Bird-Friendly Treatment” means treatment to glazing that provides visual cues to birds and reduces the likelihood of bird collisions by incorporating one of the following: (A) Patterned Treatment, Permanent. Glazing shall be permanently translucent or obscured, or include patterns are etched, fritted, stenciled, silk-screened, or otherwise permanently incorporated into the transparent material. (i) For patterns using dots or other isolated solid shapes, each dot or shape must be at least a 1/4 inch in diameter and be no more than 2 inches apart in any direction. (ii) For patterns using lines, they must be at least 1/8 inch in width and spaced no more than 2 inches apart. (iii) Frit, ceramic ink, or other marker types must be opaque, permanently adhered, and durable for the life of the glazing, unless an alternative compliance method is chosen as outlined in Section 18.40.280(e). (B) Patterned Treatment, Limited. Films, decals, or other similar markers may be used only for residential development or the residential portion of mixed-use development. These Limited Patterned Treatments shall have the same visual cues or patterns as Permanent Patterned Treatment under 18.40.280(b)(2)(A) and be applied to the outer surface to the extent as possible. (C) Exterior Features. Panes with exterior screens, shutters or shading devices installed permanently over windows, structures, or building features such that there is no gap larger than 9 inches in one dimension. Exterior features include, but are not limited to, metal screens, insect screens, shutters, window grilles, fixed solar shading such as louvres, and exterior insert, brise soleil, or solar screens. (3) “Bird Hazard Installations” are defined as visually unbroken, exterior glazing and/or glass panels that are reflective or transparent that provide a clear line of sight through the glazed elements to porches, courtyards, water features, trees, vegetation, landscaping, or the sky on the other side of the glazed element, including, but not limited to: (A) Free standing features such as transparent awnings, (B) Transparent handrails and guards, (C) Transparent wind break panels, acoustic barriers, bus, weather shelters, other free-standing transparent walls, or see- through building protrusions; (D) Transparent skyways or walkways; (E) Two or more parallel transparent elements with a distance of 30 feet or less between them, when at least one of the parallel panes is 24 square feet or larger; or (F) Two or more Item 14 Attachment A - Draft Ordinance        Item 14: Staff Report Pg. 10  Packet Pg. 1051 of 1140  *** NOT YET APPROVED *** 0160152_20260303_ay transparent elements on opposing sides and within 12 feet of a corner (perpendicular, acute, or obtuse) when at least one of the panes is 24 square feet or larger. (4) “Elevation” means any exterior walls of a building or structure, as seen from a two- dimensional perspective like the front, side, or rear. (5) “Fenestration” means the openings in a building’s façade, such as door, skylights, and windows. (6) “Glazing” means the reflective, transparent or translucent materials that fill openings in a building’s exterior walls. This typically includes glass but can also encompass other materials like plastic or acrylic sheets that allow light transmission. (c) Applicability. The bird-friendly design requirements apply to any of the following projects, when a permit is otherwise required: (1) All newly constructed structures and buildings; (2) Substantial Remodel, as defined in Section 16.14.070 of the Code; or (3) Any new fenestration or new or replacement Bird Hazard Installations. (d) Bird-Friendly Design Requirements (1) Basic Requirement. Bird-Friendly Treatment is required for all Bird Hazard installations and all glazing on an elevation of a building or structure that is unbroken and 24 square feet or larger in size. (2) Residential and the residential portion of mixed-use development. (A) Within the Bird Sensitive Area, in addition to the requirements of (d)(1), no more than ten percent of an elevation of any structure or building shall be untreated glazing. (B) Outside of the Bird Sensitive Area, in addition to the requirements of (d)(1), no more than 40 percent of an elevation above 35 feet of any structure or building shall be untreated glazing. (3) Nonresidential and the nonresidential portion of mixed-use development. In addition to the requirements of (d)(1), no more than ten percent of an elevation of any structure or building shall be untreated glazing. (e) Alternative Compliance. Property owners or applicants may request an alternative means of compliance with requirements established in Section 18.40.280(d). The alternative shall be recommended in a report by a biologist or ornithologist holding a degree in wildlife biology or a specialization in ornithology, and having experience in bird-friendly building design. The request shall be submitted and reviewed in accordance with the applicable procedures in Item 14 Attachment A - Draft Ordinance        Item 14: Staff Report Pg. 11  Packet Pg. 1052 of 1140  *** NOT YET APPROVED *** 0160152_20260303_ay Chapter 18.77, and is subject to approval by the Director. The proposed alternative compliance shall: (1) Reduce the risk of bird collision to a level equivalent to or less than that which would result from strict compliance with Section 18.40.280(d); and (2) Be consistent with the intent of this section as set forth in Section 18.40.280(a). (f) Lighting. All projects shall comply with the outdoor lighting requirements pursuant to Section 18.40.250 of the Municipal Code. (g) Exemptions. The following types of projects shall be exempt from Section 18.40.280(d): (1) Any historic structure located within the City’s Historic Districts or listed on the City’s Historic Inventory or the State or National Historical Registers, except for new additions where treatment conforms to Secretary of Interior Standards for Rehabilitation of Historic Properties. (2) The first floor of commercial uses facing a public street, up to 14 feet in height, within the following districts: (A) Retail Shopping (R) Combining District (B) Pedestrian Shopping (P) Combining District (C) Ground Floor (GF) Combining District (D) North Ventura Coordinated Area Plan Districts (3) 100% affordable housing projects as defined in Section 18.32.030. (4) Accessory Dwelling Units and Junior Accessory Dwelling Units pursuant to Chapter 18.09. (5) Outside of the Bird Sensitive Area, any portions of residential structures under 35 feet. (h) California Building Code. All windows, doors, or other features must comply with the requirements of the California Building Code including the fire hazard severity zone regulations in California Green Buildings Standards Code (CALGreen). Should a conflict exist with the provisions of this section, the standards in the California Building Code shall prevail. SECTION 3. If any section, subsection, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion or sections of the Ordinance. The Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid. Item 14 Attachment A - Draft Ordinance        Item 14: Staff Report Pg. 12  Packet Pg. 1053 of 1140  *** NOT YET APPROVED *** 0160152_20260303_ay SECTION 4. The Council finds that this project is exempt from the provisions of the California Environmental Quality Act (“CEQA”), pursuant to Section 15061 of the CEQA Guidelines, because it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment and Section 15308, as an action by a regulatory agency to protect the environment. SECTION 5. This ordinance shall be effective on the thirty-first day following its adoption. SECTION 6. Pipeline Projects. This Ordinance shall not apply to any project application deemed complete prior to the effective date of this Ordinance. Any project completed pursuant to such application shall be deemed a legal non-conforming structure and/or use, subject to the provisions of Palo Alto Municipal Code Chapter 18.70. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: NOT PARTICIPATING: ATTEST: ____________________________                     ____________________________ City Clerk                                                             Mayor APPROVED AS TO FORM:                                    APPROVED AS TO CONTENT: ____________________________                     ____________________________ Assistant City Attorney                                    City Manager                                                                             ____________________________                                                                    Director of Planning & Development Services Item 14 Attachment A - Draft Ordinance        Item 14: Staff Report Pg. 13  Packet Pg. 1054 of 1140  Item 14 Attachment B - Draft Bird Sensitive Area Map        Item 14: Staff Report Pg. 14  Packet Pg. 1055 of 1140 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tem 14 Attachment C - Staff Response to the PTC Motion from December 10, 2025        Item 14: Staff Report Pg. 15  Packet Pg. 1056 of 1140  City Council Staff Report From: City Manager Report Type: INFORMATION REPORTS Lead Department: Planning and Development Services Meeting Date: March 16, 2026 Report #:2601-5797 TITLE Summary of Fiscal Year 2024-2025 Community Development Block Grant (CDBG) Program Accomplishments — Review of the CDBG Consolidated Annual Performance and Evaluation Report (CAPER). CEQA Status: Not a Project. RECOMMENDATION This is an informational report and no action is required. EXECUTIVE SUMMARY The City is required to annually report its accomplishments achieved through its Community Development Block Grant (CDBG) program to the U.S. Department of Housing and Urban Development (HUD). This annual report to HUD is called the Consolidated Annual Performance and Evaluation Report (CAPER). In accordance with the City’s CDBG Citizen Participation Plan, the City’s Human Relations Commission (HRC) conducts a public hearing on the draft CAPER to allow for public review and discussion. The City then submits the draft CAPER to HUD by the annual September deadline. Afterwards, staff typically provides City Council with an informational report disseminating the draft CAPER submitted to HUD. Rather than providing a copy of the draft CAPER to City Council in November, this year staff is providing City Council with a copy of the final CAPER for CDBG Fiscal Year (FY) 2024-2025 (Attachment A). This updated process ensures that City Council has the opportunity to view the HUD-approved version of the document. The CAPER was accepted by HUD on January 13, 2026. No action is required by City Council to receive the CAPER. During FY 2024-2025, the City’s CDBG subrecipients provided projects, programs, and activities that benefited extremely low-, very low-, low-, and moderate-income individuals and households in Palo Alto. Through CDBG and CDBG-CV funds, 7,320 persons and 15 microenterprises were assisted in FY 2024-2025. Of the 7,320 persons and microenterprises assisted by CDBG, 447 were extremely low-income and 6,918 were low-income. CDBG-CV Item A Item A Staff Report        Item A: Staff Report Pg. 1  Packet Pg. 1057 of 1140  funds, in 2020, were awarded to entitlement jurisdictions to prevent, prepare for and respond to the spread of COVID-19. BACKGROUND ANALYSIS Catholic Charities of Santa Clara County – Long Term Care Ombudsman Program [Goal: Assist 37 individuals; Actual: 37 individuals]. The program provided advocacy and complaint investigation for elderly residents of long-term care facilities in Palo Alto, which included regular contact with Palo Alto Residential Care Facilities to observe and monitor conditions of care. Alta Housing – SRO Resident Supportive Services [Goal: Assist 131 individuals; Actual: 516 individuals]. Alta Housing engaged a service coordinator to provide 40 hours of weekly services to provide case management and support counseling services to residents at Alma Place and Barker Hotel to help them maintain housing stability. Activities included financial counseling, health maintenance, information, and referral problem-solving, employment assistance, crisis intervention, and case management. Both Alma Place and Barker Hotel are single-room occupancy facilities. Item A Item A Staff Report        Item A: Staff Report Pg. 2  Packet Pg. 1058 of 1140  LifeMoves – Case Management [Goal: Assist 32 individuals; Actual: 47 individuals]. LifeMoves provided case management services to Opportunity Services Center and Hotel De Zink clients for locating housing and/or employment and be connecting clients to benefits. Project Sentinel – Fair Housing Services [Goal: Assist 10 individuals; Actual: 7 individuals]. Project Sentinel provided fair housing services to City residents including community education and outreach regarding fair housing law and practices, investigation, counseling, and legal referral for victims of housing discrimination. Silicon Valley Independent Living Center (SVILC) – Case Management Services [Goal: Assist 21 individuals; Actual: 12 individuals]. SVLIC provided assistance for individuals with disabilities and their families. This assistance helped these persons to transition from homelessness, health care facilities, unstable or temporary housing to permanent affordable, accessible, integrated housing involving emergency assistance, security deposits, rent, information, and referrals. Rebuilding Together Peninsula – Safe at Home Program [Goal: Assist 5 households; Actual: 2 households]. Program preserved affordable housing by transforming homes through critical repairs and accessibility modifications, at no cost to the service recipient. The majority of the low-income homeowners served were elderly seniors and/or people with disabilities, who are physically and financially unable to maintain safe living conditions for themselves and their families. The program did not meet its anticipated goal due to program outreach and recruitment challenges. The City is working with Rebuilding Together Peninsula to determine new outreach methods. Palo Alto Public Works Department – 2023 ADA Curb Ramp Improvements [Goal: 2,090 individuals; Actual: 6,681 individuals]. The City intends to fund a major curb ramp improvement project that will bring an estimated 70 curb ramps up to current ADA accessibility standards. Abode/Community Work Group – Alma Garden Rehabilitation [Goal: 10 individuals; Actual: 0 individuals]. Project activities include rehabilitating rental housing units in Alma Garden, an affordable multi-family housing complex for very low and low-income households, to address existing health and safety concerns. Funding is being spent on a project manager, bathroom upgrades, exterior repairs, and electrical and water utility upgrades. Construction continues with interior work as exterior work has concluded. Rehabilitation is anticipated to be complete by May 2026, at which point the City will close the project out and update the outcomes to reflect 10 individuals served. Item A Item A Staff Report        Item A: Staff Report Pg. 3  Packet Pg. 1059 of 1140  LifeMoves – HomeKey Recreation Project [Goal: 100 individuals; Actual: 0 individuals]. Provider will manage the design and construction of recreation area and recreation equipment within the Homekey Palo Alto shelter property. The anticipated project completion timeframe is 12 months. The Homekey interim shelter project has experienced construction delays. The City plans to complete the recreation project by July 2026 - then update the program outcomes to reflect 100 individuals. WeeCare/Upwards – BOOST Program [Goal: 15 microenterprises; Actual: 15 microenterprises]. WeeCare worked with Family Child Care Home (FCCH) providers in Palo Alto who are already on the wait list for the BOOST program. These providers received staff training-learning best practices on how to grow and sustain their organization and how to better support the families they serve. Funds requested to pay WeeCare staff salaries for training providers on how to use Child Management System (CCMS) software. CCMS was developed for providers to create work plans, goals, capacity, and revenue, empowering them to reach service and operations goals. Move Mountain View (MMV) [Goal: 37 individuals; Actual: 6 individuals]. The program provides reserved off-street parking for participants, as well as permanent housing solutions through intensive case management. MMV operates four 24/7 RV Safe Parking lots and three Congregational Safe Parking locations. The total capacity of these lots in Palo Alto and Mountain View is 109 vehicles. A total of 159 vehicle dwellers are currently enrolled in the program. One of locations is located in Palo Alto at the Geng Road Safe Parking Lot. The Geng Road Safe Parking Lot is where MMV utilizes Palo Alto’s CDBG-CV funds. Funding pays for the salary of one full-time Client Counseling Case Manager and one full-time Client Case Manager Housing Specialist. The program has an ongoing vacancy at the Case Manager level. Despite active recruitment efforts, this vacancy has limited the programs ability to meet its anticipated goals. If a subrecipient does not meet the anticipated performance outcomes identified in the funding agreement, the City may require corrective actions, modify the scope of services, or reallocate unspent funds to other eligible activities. Continued underperformance may be considered in future funding recommendations. As required by HUD, the FY 2024-2025 draft CAPER was submitted by the September 30, 2025, deadline. FISCAL/RESOURCE IMPACT This informational report has no fiscal impact. However, leveraging CDBG funds enables the City to support essential public services, capital improvements, and housing-related activities Item A Item A Staff Report        Item A: Staff Report Pg. 4  Packet Pg. 1060 of 1140  without reliance on the General Fund. The use of CDBG funds represents an effective strategy to secure and deploy outside resources to accomplish local goals and priorities. STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item A Item A Staff Report        Item A: Staff Report Pg. 5  Packet Pg. 1061 of 1140  2024-2025 Consolidated Annual Performance and Evaluation Report (CAPER) COMMUNITY DEVELOPMENT BLOCK GRANT (CDBG) ADMINISTERED BY: PLANNING AND DEVELOPMENT SERVICES Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 6  Packet Pg. 1062 of 1140  1 Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 7  Packet Pg. 1063 of 1140  2 CR-05 - Goals and Outcomes Progress the jurisdiction has made in carrying out its strategic plan and its action plan. 91.520(a) This could be an overview that includes major initiatives and highlights that were proposed and executed throughout the program year. The Consolidated Annual Performance and Evaluation Report (CAPER) is a report that demonstrates the overall progress realized through the City’s priorities and specific objectives as identified in the Fiscal Year (FY) 2024-2025 Annual Action Plan and the 2020-2025 Consolidated Plan. The CAPER highlights accomplishments that occurred between July 1, 2024, to June 30, 2025. This is the final year-end report of the 2020-2025 Consolidated Plan. As shown in Table 1, the City of Palo Alto has accomplished immense success in FY2024-2025 (PY2024-2025, Program Year 2024-2025, PY2024) while meeting identified goals. The City has used Community Development Block Grant (CDBG) funds to support their community’s residents. The City does not receive HOME Investment Partnership (HOME), Emergency Shelter Grant (ESG), or Housing Opportunities for Persons with AIDS (HOPWA) and thus these funds are not reflected in this report. A total of $1,107,757 in CDBG funds was available for projects and programs during the 2024- 2025 Program Year (PY). The City received $513,653 from the federal CDBG program and $129,950 in program income and had $464,154.61 available in unspent funds from previous years. In FY2024-2025, the City reallocated CDBG-CV funds in the sum of $34,200.50 unspent funds from the canceled LifeMoves’ COVID-19 Testing Project and $85,278.24 unspent funds from Planning and Administration. In PY2024, 7,320 persons and 15 microenterprise businesses were assisted through CDBG allocations. Major accomplishments for FY2024-2025 include the following: Planning and Administration. •Catholic Charities of Santa Clara County – Long Term Care Ombudsman Program •Alta Housing – SRO Resident Supportive Services Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 8  Packet Pg. 1064 of 1140  3 services to provide case management and support counseling services to residents at Alma Place and Barker Hotel to help them maintain housing stability. Activities included financial counseling, health maintenance, information, and referral problem-solving, employment assistance, crisis intervention, and case management. Both Alma Place and Barker Hotel are single-room occupancy facilities; •LifeMoves – Case Management [Goal: Assist 32 individuals; Actual: 47 individuals]. LifeMoves provided case management services to Opportunity Services Center and Hotel De Zink clients for locating housing and/or employment and be connecting clients to benefits; •Project Sentinel – Fair Housing Services [Goal: Assist 10 individuals; Actual: 7 individuals]. Project Sentinel provided fair housing services to City residents including community education and outreach regarding fair housing law and practices, investigation, counseling, and legal referral for victims of housing discrimination; •Silicon Valley Independent Living Center (SVILC) – Case Management Services [Goal: Assist 21 individuals; Actual: 24 individuals]. SVLIC provided assistance for individuals with disabilities and their families. This assistance helped these persons to transition from homelessness, health care facilities, unstable or temporary housing to permanent affordable, accessible, integrated housing involving emergency assistance, security deposits, rent, information, and referrals; •Rebuilding Together Peninsula – Safe at Home Program [Goal: Assist 5 households; Actual: 2 households]. Program preserved affordable housing by transforming homes through critical repairs and accessibility modifications, at no cost to the service recipient. The majority of the low-income homeowners served were elderly seniors and/or people with disabilities, who are physically and financially unable to maintain safe living conditions for themselves and their families; •Public Works Department (PW) – 2023 ADA Curb Ramp Improvements [Goal: 2,090 individuals; Actual: 6,681 individuals]. The City intends to fund a major curb ramp improvement project that will bring an estimated 70 curb ramps up to current ADA accessibility standards; •Abode/Community Work Group – Alma Garden Rehabilitation [Goal: 10 individuals; Actual: 0 individuals]. Project activities include rehabilitating rental housing units in Alma Garden, an affordable multi-family housing complex for very low and low-income households, to address existing health and safety concerns. Funding would be spent on a project manager, bathroom upgrades, exterior repairs, and electrical and water utility Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 9  Packet Pg. 1065 of 1140  4 upgrades. Construction continues with interior work as exterior work has concluded; •LifeMoves – HomeKey Recreation Project [Goal: 100 individuals; Actual: 0 individuals]. Provider will manage the design and construction of recreation area and recreation equipment within the Homekey Palo Alto shelter property. The anticipated project completion timeframe is 12 months. Environmental review reaching conclusion with construction to begin shortly thereafter. •WeeCare/Upwards – BOOST Program [Goal: 15 microenterprises; Actual: 15 microenterprises]. WeeCare worked with Family Child Care Home (FCCH) providers in Palo Alto who are already on the wait list for the BOOST program. These providers received staff training-learning best practices on how to grow and sustain their organization and how to better support the families they serve. Funds requested to pay WeeCare staff salaries for training providers on how to use Child Management System (CCMS) software. CCMS was developed for providers to create work plans, goals, capacity, and revenue, empowering them to reach service and operations goals; and •Move Mountain View (MMV) [Goal: 37 individuals; Actual: 6 individuals]. The program provides reserved off-street parking for participants, as well as permanent housing solutions through intensive case management. MMV operates four 24/7 RV Safe Parking lots and three Congregational Safe Parking locations. The total capacity of these lots in Palo Alto and Mountain View is 109 vehicles. A total of 159 vehicle dwellers are currently enrolled in the program. One of locations is located in Palo Alto at the Geng Road Safe Parking lot. The Geng Road Safe Parking Lot is where MMV utilizes Palo Alto’s CDBG -CV funds. Funding pays for the salary of one full-time Client Counseling Case Manager and one full-time Client Case Manager Housing Specialist. MMV continues to look to fill these positions. Comparison of the proposed versus actual outcomes for each outcome measure submitted with the consolidated plan and explain, if applicable, why progress was not made toward meeting goals and objectives. 91.520(g) Categories, priority levels, funding sources and amounts, outcomes/objectives, goal outcome indicators, units of measure, targets, actual outcomes/outputs, and percentage completed for each of the grantee’s program year goals Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 10  Packet Pg. 1066 of 1140  Goal Category Source / Amount Indicator Unit of Measure Expected – Strategic Plan Actual – Strategic Plan *Percent Complete Expected – Program Year Actual – Program Year Percent Complete Affordable Housing Affordable Housing CDBG: $ Rental units rehabilitated Household Housing Unit 107 0 0.00% 0 0 - Affordable Housing Affordable Housing CDBG: $ Homeowner Housing Rehabilitated Household Housing Unit 40 19 47.50% 15 2 13.33% Economic Development Non-Housing Community Development CDBG: $ Jobs created/retained Jobs 150 28 18.67% 0 0 - Economic Development Non-Housing Community Development CDBG: $ Businesses assisted Businesses Assisted 0 34 - 15 15 100.00% Fair Housing Non-Housing Community Development CDBG: $ Public service activities other than Low/Moderate Income Housing Benefit Persons Assisted 75 89 118.67% 10 7 70.00% Homelessness Homeless CDBG: $ / CDBG- CV: $ Public service activities other than Low/Moderate Income Housing Benefit Persons Assisted 800 1,546 193.25% 304 569 187.17% Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 11  Packet Pg. 1067 of 1140  1 Goal Category Source / Amount Indicator Unit of Measure Expected – Strategic Plan Actual – Strategic Plan *Percent Complete Expected – Program Year Actual – Program Year Percent Complete Homelessness Homeless CDBG: $ / CDBG- CV: $ Tenant-based rental assistance / Rapid Rehousing Households Assisted 60 92 153.33% 0 0 - Homelessness Homeless CDBG: $ / CDBG- CV: $ Homeless Person Overnight Shelter Persons Assisted 100 0 0.00% 0 0 - Homelessness Homeless CDBG: $ / CDBG- CV: $ Overnight / Emergency Shelter / Transitional Housing Beds Beds 0 0 0 0 0 - Strengthen Neighborhoods Non- Homeless Special Needs Non-Housing Community Development CDBG: $ Public Facility or Infrastructure Activities other than Low/Moderate Income Housing Benefit Persons Assisted 2,190 6,681 305.07% 2,090 6,681 319.67% Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 12  Packet Pg. 1068 of 1140  2 Goal Category Source / Amount Indicator Unit of Measure Expected – Strategic Plan Actual – Strategic Plan *Percent Complete Expected – Program Year Actual – Program Year Percent Complete Strengthen Neighborhoods Non- Homeless Special Needs Non-Housing Community Development CDBG: $ Public service activities other than Low/Moderate Income Housing Benefit Persons Assisted 3,600 1,886 52.39% 59 62 105.08% Table 1 - Accomplishments – Program Year & Strategic Plan to Date *IDIS (Integrated Disbursement and Information System) automatically rounds percentages to the nearest whole number: rounding up if the decimal portion is greater than 0.50 and rounding down if the decimal portion is less than 0.50. Table 1 reports on precise percentages. Assess how the jurisdiction’s use of funds, particularly CDBG, addresses the priorities and specific objectives identified in the plan, giving special attention to the highest priority activities identified. Throughout FY2024-25 (Program Year 2024), the subrecipients of the City’s CDBG program persistently delivered essential services to households belonging to the extremely low-, very low-, low-, and moderate-income brackets. Simultaneously, they tackled the priorities and needs of the community, as outlined in the City’s officially adopted 2020 -2025 Consolidated Plan. The City achieved numerous goals as outlined in the FY2024 -2025 Annual Action Plan (AAP) through CDBG funding. A total of $1,107,757 was available for funding projects and programs during the 2024 Program Year. The City received $513,653 from the federal CDBG program and $129,950 in program income and had $464,154.61 in previous year unspent CDBG funds. At the time of this CAPER, the City has spent approximately $793,516.08. In FY2024-2025, the City reallocated CDBG-CV funds in the sum of $34,200.50 unspent funds from the canceled LifeMoves’ COVID-19 Testing Project and $85,278.24 unspent funds from Planning and Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 13  Packet Pg. 1069 of 1140  3 Administration. Goals established through the 2020-2025 Consolidated Plan include: •Affordable Housing: Assist in the creation and preservation of affordable housing for low -income and special needs households. •Homelessness: Support activities to prevent and end homelessness. •Community Services and Public Improvements: Support provision of essential human services, particularly for special needs populations, and maintain/expand community facilities and infrastructure. •Fair Housing: Promote fair housing choice. •Economic Development: Support economic development activities that promote employment growth and help lower income people secure and maintain jobs. Through the CDBG annual formula grant, activities such as the following were undertaken and accomplished to contribute toward meeting the 2020-2025 Consolidated Plan’s goals: •Catholic Charities, Ombudsman Program: Assisted 37 senior residents through visitation, resolved complaints, completed phone outreach at local long-term facilities. •LifeMoves, Opportunity Services Center: Assisted 47 homeless and very low-income individuals through case management services, including housing and job searches. •Project Sentinel: Assisted 7 low-income individuals with tenant and landlord mediation services. •Alta Housing: Assisted 516 individuals in the Single-Room Occupancy (SRO) Residents Support Program through onsite counseling services. •Rebuilding Together Peninsula: Assisted 2 households with home rehabilitation. •Move Mountain View: Assisted 6 individuals with intensive case management services through the reserved off-street parking program. •WeeCareUpwards: Assisted 15 family childcare home businesses with business improvement services. •SVILC: assisted 24 persons through case management services. •Alma Garden: construction underway with completion scheduled for PY2025 . Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 14  Packet Pg. 1070 of 1140  4 •Homekey Recreation Project: environmental review to completed with construction to commence shortly there after . •43 ADA Curb Ramps were installed, benefiting the City of Palo Alto’s 6,681 residents with disabilities. Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 15  Packet Pg. 1071 of 1140  5 CR-10 - Racial and Ethnic composition of families assisted Describe the families assisted (including the racial and ethnic status of families assisted). 91.520(a) CDBG White 5,527 Black or African American 318 Asian 996 American Indian or American Native 65 Native Hawaiian or Other Pacific Islander 12 Total 6,918 Hispanic 572 Not Hispanic 6,346 Table 2 – Table of assistance to racial and ethnic populations by source of funds Narrative During FY2024-2025, the City was successful in collecting demographic data for 7,335 persons who were served with CDBG funds. Table 2 above outlines the racial and ethnic populations served by CDBG funds in FY2024-2025 (PY 2024) for a variety of races, although this HUD IDIS formatted reporting table does not track persons identifying as multi -racial. Not reflected in Table 2 above is an additional 417 identified as multi-racial individuals. Further, 584 of the total individuals assisted identified as Hispanic. A portion of services provided included: •Alta Housing SRO Resident Support Services Program: Case management and support counseling services provided to 516 residents of Barker Hotel and Alma Place. •Catholic Charities of Santa Clara County Long Term Care Ombudsman Program: Advocacy and compliant investigation provided to 37 elderly residents of long-term care facilities in the City. •LifeMoves at Opportunity Services Center and Hotel De Zink: Case management services provided to 47 homeless and/or very low-income individuals, including assistance with housing/job searches, referrals, and mentoring. •Silicon Valley Independent Living Center: Case management services provided to 24 very low-income residents with disabilities and their families, including group workshops, one- on-one service training, and access to independent living services, including emergency food assistance, security deposits/rent (as funding allows), information and referral to ensure the long-term sustainability of affordable and accessible housing. Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 16  Packet Pg. 1072 of 1140  6 •Project Sentinel Fair Housing Services: Fair housing services, including complaint counseling, investigation, and (where appropriate) enforcement referral was provided to 7 LMI individuals. •WeeCare/Upwards Family Childcare Home Microenterprises: 15 microenterprise daycare businesses in the City of Palo Alto received assistance. WeeCare/Upwards’ BOOST Program supports low-income family-child care home providers in Palo Alto. •Rebuilding Together Peninsula, Safe at Home: 2 LMI households including seniors and/or persons with disabilities received home improvement assistance for critical home repairs. Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 17  Packet Pg. 1073 of 1140  7 CR-15 - Resources and Investments 91.520(a) Identify the resources made available Source of Funds Source Resources Made Available Amount Expended During Program Year CDBG public - federal 1,107,757 793,516.08 Table 3 - Resources Made Available Narrative Identify the geographic distribution and location of investments Target Area Planned Percentage of Allocation Actual Percentage of Allocation Narrative Description Citywide 100% 100% Community Services and Public Improvements, Economic Development, Housing Rehabilitation, Sidewalk Improvements Table 4 – Identify the geographic distribution and location of investments Narrative The City’s approach to housing assistance encompasses all forms of housing support, aligning with the principles outlined in the City’s Comprehensive Plan. CDBG-funded public service and housing activities are not confined to specific target areas. The City strives to offer affordable housing options and community services to individuals with lower incomes across the entire municipality. Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 18  Packet Pg. 1074 of 1140  8 Leveraging Explain how federal funds leveraged additional resources (private, state and local funds), including a description of how matching requirements were satisfied, as well as how any publicly owned land or property located within the jurisdiction that were us ed to address the needs identified in the plan. The City of Palo Alto does not receive HOME, ESG, or any other federal grants that require matching requirements. However, the City is consistently maximizing their use of available resources while simultaneously looking out for additional funding opportunities. In addition, the City actively encourages nonprofit organizations to pursue various avenues of funding, including state, local, and federal resources, to support housing and community development activities. The following funds were leveraged during FY2024-2025. Human Services Resources Allocation Process (HSRAP): In FY2024-2025, the City allocated General Funds to HSRAP to address primary human service needs in Palo Alto. These funds support human service initiatives, guided by the Human Relations Commission’s priority needs and administered by the Office of Human Services. Local Housing Trust Fund (LHTF): In FY2022-2023, the City of Palo Alto received $3.4 million from HCD to use alongside local matching funds toward the production of rental housing units at varying affordability levels. 70 percent of these funds target housing units for residents with incomes at or below 60 percent of the area median income (AMI), while 30 percent are for residents with incomes at or below 30 percent AMI. Permanent Local Housing Allocation (PLHA): As a PHLA entitlement jurisdiction, Palo Alto received an annual PHLA allocation from HCD. The City uses these funds to assist persons who are experiencing homelessness or who are at risk of experiencing homelessness. Funding is used toward street outreach and operating expenses for the Palo Alto Homekey shelter, and for affordable rental housing preservation, new construction, and operating subsidies. HOMEKEY: Palo Alto Homekey is a forthcoming modular interim housing shelter with the capacity to serve over 200 individuals annually with on -site supportive services. As a co- development partnership between the City and LifeMoves, the project is receiving a combination of funding from both state and local contributions, including the Palo Alto Community Fund, the Peery Foundation, Sobrato Philanthropies, Santa Clara County, and the City itself. These additional funding sources address expenses beyond what federal funds can cover, such as pre - development costs, feasibility studies, and site acquisition. Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 19  Packet Pg. 1075 of 1140  9 CR-20 - Affordable Housing 91.520(b) Evaluation of the jurisdiction's progress in providing affordable housing, including the number and types of families served, the number of extremely low -income, low-income, moderate-income, and middle-income persons served. One-Year Goal Actual Number of homeless households to be provided affordable housing units 0 0 Number of non-homeless households to be provided affordable housing units 0 0 Number of special-needs households to be provided with affordable housing units 5 2 Total 5 2 Table 5 – Number of Households Number of households supported through rental assistance Number of households supported through the production of new units Number of households supported through the rehab of existing units 5 2 Number of households supported through the acquisition of existing units Total 5 2 Table 6 – Number of Households Supported Discuss the difference between goals and outcomes and problems encountered in meeting these goals. While not a recipient of HOME funds, the City continued its partnership with Rebuilding Together Peninsula through its Safe at Home Program. The Program represents preservation of affordable housing, as the program provides for critical home repairs and accessibility modifications at no cost to the recipient. Those served include LMI homeowners that are elderly and/or are people with disabilities, who are physically and financially unable to maintain safe living conditions for themselves and their families. With Rebuilding Together Peninsula, the City assisted a total of 2 LMI households with rehabilitation through CDBG funds during PY2024. The number of households assisted through the Safe at Home Program is dependent on available funds and the Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 20  Packet Pg. 1076 of 1140  CAPER- 2025 Discuss how these outcomes will impact future annual action plans. Rebuilding Together Peninsula’s multi ’s successful Include the number of extremely low-income, low-income, and moderate-income persons served by each activity where information on income by family size is required to determine the eligibility of the activity. Number of Households Served CDBG Actual HOME Actual Total 2 0 Table 7 – Number of Households Served Narrative Information “housing for social and economic balance” as a key priority in both has made “implementing housing strategies for social and economic balance” a key priority. Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 21  Packet Pg. 1077 of 1140  11 to LMI residents, the City has an interactive Affordable Housing Resources Map embedded on their website featuring affordable housing properties and projects managed by affordable housing organizations. In addition, the Housing Authority of the County of Santa Clara (HACSC) administers the federal Section 8 program countywide, providing rental subsidies and developing affordable housing for low-income households, seniors, and persons with disabilities. Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 22  Packet Pg. 1078 of 1140  12 CR-25 - Homeless and Other Special Needs 91.220(d, e); 91.320(d, e); 91.520(c) Evaluate the jurisdiction’s progress in meeting its specific objectives for reducing and ending homelessness through: Reaching out to homeless persons (especially unsheltered persons) and assessing their individual needs The City of Palo Alto has an enduring local commitment to address homelessness and provide services for the unhoused. Jurisdictions in the County of Santa Clara participate in the county-wide Point-in-Time (PIT) Count every two years. At the time of this report, the 2025 PIT Count’s preliminary results show that there are 10,711 individuals experiencing homelessness in Santa Clara County. This represents an 8.2 percent increase from 2023. Simultaneously, the number of sheltered homeless individuals increased by approximately 30 percent as compared to 2023, marking an increase in shelter capacity. Unsheltered homeless individuals remained relatively the same as in 2023, with an increase of just one percent. The full 2025 PIT Count Report, which includes detailed data about the City of Palo Alto’s homeless trends, will be available in late summer or early fall of 2025. According to Santa Clara County’s 2023 PIT Count, there were 206 homeless persons in the City of Palo Alto, including 187 unsheltered individuals and 19 sheltered individuals. The City of Palo Alto provides funding for unhoused services and homelessness prevention through multiple funding channels, including CDBG, Human Services Resource Allocation Process (HSRAP), Permanent Local Housing Allocation (PLHA), and the Emerging Needs Fund. This broad financial support is directed toward service provision and homeless prevention. Services for the City’s homeless population include workforce development, basic needs stipends for work experience, food, seasonal homeless shelter, school supplies for children, case management, tele-medicine equipment, and shower/laundry services. Additionally, the City contracted with a local nonprofit to provide a two-person full time Outreach Team to reach out and provide services to unhoused individuals in the community, including those living in cars and RVs. The City also opened an Overnight Warming Location (OWL) that operated during winter and provided 19 “nights indoors.” The City also has several initiatives aimed at preventing homelessness from oc curring, including assistance through LifeMoves and the Silicon Valley Independent Living Center. LifeMoves’ Opportunity Services Center (OSC) is specifically designated by the County of Santa Clara as the Emergency Assistance Network Agency for financial assistance in the City of Palo Alto. The OSC in Palo Alto exclusively serves homeless individuals. Further, LifeMoves at the OSC provides intake services to all clients served to assess needs and to provide appropriate resources and referrals. LifeMoves also provides basic need services such as access to restrooms, showers, Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 23  Packet Pg. 1079 of 1140  13 laundry, used clothing, hygiene supplies, healthcare, mail and telephone services, food, transportation assistance, counseling, information and referral services, and other critical services as needed. The City of Palo Alto will continue to explore its funding strategy and collaborate with other Santa Clara County cities to ensure that limited federal and local resources are targeted to critical community needs such as homelessness. Addressing the emergency shelter and transitional housing needs of homeless persons During FY2024-2025, LifeMoves’ Opportunity Services Center (OSC) received funding from the City of Palo Alto to provide emergency shelter and/or transitional housing for homeless persons. This project received $28,247 in CDBG funding from the City and has significantly extended its operational hours, thereby providing enhanced support to Palo Alto’s homeless community. This extension has provided vulnerable clients with more time within a secure and nurturing environment, ensuring they receive the critical assistance they require. During FY2024-2025, LifeMoves offered case management services to 47 individuals in the City of Palo Alto through its CDBG funds. Helping low-income individuals and families avoid becoming homeless, especially extremely low-income individuals and families and those who are: likely to become homeless after being discharged from publicly funded institutions and systems of care (such a s health care facilities, mental health facilities, foster care and other youth facilities, and corrections programs and institutions); and, receiving assistance from public or private agencies that address housing, health, social services, employment, education, or youth needs In FY2024-2025, the City of Palo Alto administered CDBG funds to Alta Housing and LifeMoves to help low-income individuals and families avoid becoming homeless, especially those who are extremely low-income and those who are discharged from publicly funded institutions and systems of care. Alta Housing received $11,575 in CDBG funding and offered on-site counseling services to residents at Alma Place and Barker Hotel who are part of the Single-Room Occupancy (SRO) Resident Support Program. This program encompasses 145 units with the majority of residents being low-income, persons with disabilities, seniors, veterans, and/or formerly homeless adults. Many residents experience difficulty managing daily living skills, such as managing finances, maintaining mental and physical health, maintaining living spaces, and having good relationships with others. Without onsite support, such issues can become so severe that tenants risk losing their housing. Case management was provided to 516 residents through CDBG in FY2024-2025. LifeMoves received $28,247 in CDBG funding and provided case management services to 47 Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 24  Packet Pg. 1080 of 1140  14 homeless and/or very low-income City residents. Case management services included assistance with housing and job searches, referrals to other resources, and mentoring. The City follows the guidance of Santa Clara County’s Continuum of Care (CoC) as it relates to individuals who may be discharged from publicly funded institutions and systems of care. The Santa Clary County CoC has developed the Santa Clara County Countywide Quality Assurance Standards for Homeless Housing and Service Programs (2021). This was developed with the expectation of providing quality, standardized services to persons who have become homeless to facilitate their successful re-entry back into their communities. As a member of the CoC, the City of Palo Alto will be following the standards established in the documents. Helping homeless persons (especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth) make the transition to permanent housing and independent living, including shortening the peri od of time that individuals and families experience homelessness, facilitating access for homeless individuals and families to affordable housing units, and preventing individuals and families who were recently homeless from becoming homeless again In FY2024-2025, the City undertook several activities to help homeless persons, especially chronically homeless individuals and families, families with children, veterans and their families, and unaccompanied youth make the transition to permanent housing and independent living. Through CDBG funding, Silicon Valley Independent Living Center (SVILC) conducted case management and offered their Housing Workshops. These Housing Workshops educate households on skills and topics that are conducive to independent living. Topics and skills include credit card readiness and credit repair, types of low-income housing and eligibility, application and interview preparation, tenant and landlord rights and responsibilities, housing and home modifications laws and resources, security deposit and rental assistance programs, and long-term supportive services. During FY2024-2025, SVILC used CDBG funds to assist 24 unduplicated Palo Alto residents with disabilities with one-on-one assistance and the development of an independent living plan for housing. These individualized independent living plans resulted in improved access to decent affordable housing. In addition, Project Sentinel provided community education and outreach regarding housing laws and practices, investigation, counseling, and legal referrals for victims of housing discrimination. During FY2024-2025, 7 LMI residents were provided individual case management and consultation through CDBG funds. Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 25  Packet Pg. 1081 of 1140  15 CR-30 - Public Housing 91.220(h); 91.320(j) Actions taken to address the needs of public housing The Santa Clara County Housing Authority (SCCHA) administers Housing Choice Vouchers (HCVs) and Project-Based Vouchers (PBVs) in the City of Palo Alto. As of January 2025, there were 272 total vouchers in use in the City, including 67 PBVs at the Buena Vista Mobile Park. SCCHA’s waiting list for the County is operated on a lottery basis, with preference given to households who have lived and worked in the County for the past five years and to veterans. For PBV units, accessibility features are tracked, and a lottery is used to match households based on specific accessibility needs. SCCHA currently has no public housing units in its portfolio that are located in the City of Palo Alto. Following SCCHA’s conversion of its public housing portfolio under the Rental Assistance Demonstration (RAD) program, only four traditional public housing units remain in the County, all of which are located in the City of Santa Clara. Actions taken to encourage public housing residents to become more involved in management and participate in homeownership While the majority of the public housing units have been converted to affordable housing stock, the Santa Clara County Housing Authority (SCCHA) is proactive in incorporating resident input into the agency’s policy making process. An equitable and transparent policy making process that includes the opinions of residents is achieved through the involvement of two tenant commissioners, one being a senior citizen, on the Authority’s board. SCCHA also operates a Family Self-Sufficiency (FSS) Program for households participating in the Housing Choice Voucher (HCV) Program. Through the FSS Program, as earned income and rent portions increase, SCCHA makes monthly deposits into a household savings account. Upon the completion of the Program, which involves meeting personal goals, the savings are provided to the household. The FSS Program encourages financial independence and stability, and is typically five years in length, with an average completion time of 3 years and 10 months. Actions taken to provide assistance to troubled PHAs Not applicable. Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 26  Packet Pg. 1082 of 1140  16 CR-35 - Other Actions 91.220(j)-(k); 91.320(i)-(j) Actions taken to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing such as land use controls, tax policies affecting land, zoning ordinances, building codes, fees and charges, growth limitations, and policies affecting the return on residential investment. 91.220 (j); 91.320 (i) The City of Palo Alto is committed to taking actions to remove or ameliorate the negative effects of public policies that serve as barriers to affordable housing. In July 2024, the City adopted the 2023-2031 Housing Element, which includes several programs meant to tackle impediments to affordable housing development. The 2023-2031 Housing Element was certified by HCD on August 20, 2024. Programs include modifications to existing zoning standards to allow for denser development, further streamlining the development review process, provisions of development standards that incentivize housing production, reevaluation of fees to support development, and more. The Housing Trust Silicon Valley (Housing Trust) was established to provide available financial resources targeted at bridging the affordable housing gap within Santa Clara County. Originally known as the Housing Trust Fund of Santa Clara County, the Housing Trust’s overarching mission is to contribute to rendering Silicon Valley a more financially accessible place to live. The Housing Trust achieves this by disbursing loans and grants to increase the affordable housing supply, supporting first-time homebuyers, forestalling homelessness, and enhancing community stability. Palo Alto was one of the founding contributors to this initiative and has continued to support and help fund the Housing Trust. Notably, the partnership has a provision to ensure that funds allocated by the City of Palo Alto are exclusively channeled toward qualifying affordable housing projects within the City’s municipal boundaries. To further remove or ameliorate the negative effects of public policies that result in barriers, the City has development impact fees encompassing four distinct categories. These include housing, traffic, community facilities, and parkland dedication. The introduction of development impact fees in the City are a result from comprehensive nexus studies undertaken for both commercial and residential development. Outcomes from the studies laid the groundwork for revised fees associated with residential and non-residential housing, which became effecting on June 19, 2017. The housing impact fees are subject to annual updates, with fees charged being periodically evaluated and modified to ensure that they support, rather than prohibit, housing development. Actions taken to address obstacles to meeting underserved needs. 91.220(k); 91.320(j) The City's CDBG program demonstrates a committed effort to collaborate with various funding entities, aiming to maximize the impact of each dollar invested. This is accomplished through strategic collaborations with other municipal resources, such as the Human Services Resource Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 27  Packet Pg. 1083 of 1140  17 Allocation Process (HSRAP), enabling the pooling of funds designated for site acquisition in low - income housing alongside diverse funding sources. However, Palo Alto faces challenges in fully addressing barriers that impede the fulfillment of underserved needs, given that needs outshine the annual availability of CDBG funds over the years. In response, the City supplements its CDBG funding with other resources and funds. For example: •During FY2024-2025 (PY 2024), the City allocated General Funds to the City’s Human Service Resource Allocation Process (HSRAP) to address primary human service needs in Palo Alto. HSRAP funds, coupled with CDBG public service funds, are allocated to local non-profit organizations. •Palo Alto’s Commercial Housing Fund is used primarily to increase the number of new affordable housing units for Palo Alto’s work force. It is funded with mitigation fees required from developers of commercial and industrial projects. •Palo Alto’s Residential Housing Fund is derived from mitigation fees collected through the City’s Below Market Rate (BMR) Housing Program from residential developers and various other miscellaneous sources, such as the proceeds generated from the sale or leasing of City property. •The City established the Below Market Rate (BMR) Emergency Fund to offer continuous funding for loans to BMR owners, encompassing special assessment loans. This supports the restoring and safeguarding of the City's collection of BMR ownership units. •While the City itself is not a recipient of HOME funds, HOME funds are made accessible through a competitive selection process administered by the State of California HOME program and the County’s HOME Consortium. Actions taken to reduce lead-based paint hazards. 91.220(k); 91.320(j) Lead-based paint (LBP) was popularized in the early twentieth century but was banned for use in public housing through the Lead-Based Paint Act of 1971 and later in 1978 for use in private residential housing. According to the U.S. Environmental Protection Agency (EPA), LBP can be found on window frames, walls, on the outside of a home, or on other surfaces. While LBP in good condition does not typically pose a threat, chipped paint or paint dust is harmful when ingested. This is particularly concerning for young children, as elevated blood lead levels are associated with cognitive impairments amongst other issues. According to the State of California Department of Health, children are most susceptible to LBP poisoning due to hand-to-mouth behaviors. City housing and CDBG staff disseminate information and make referrals to property owners, developers, and non-profit organizations engaged in the restoration of older housing, particularly concerning hazards linked to LBP. In line with this, any dwelling slated for rehabilitation aided by Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 28  Packet Pg. 1084 of 1140  18 City financial support is subjected to an assessment for the presence of LBP hazards. The City extends financial support for mitigating LBP hazards in rehabilitated units with City funding. Additionally, the City enforces contractor training and certification to mitigate the potential use of LBP in the construction of 40 new units. All development and rehabilitation projects must be evaluated according to HUD’s Lead Safe mitigating LBP hazards in rehabilitated units Housing Rule 24 CFR Part 35. Actions taken to reduce the number of poverty-level families. 91.220(k); 91.320(j) The City of Palo Alto is actively committed to ending and reducing poverty. During FY2024-2025 (PY 2024), the following activities were undertaken to reduce the number of poverty-level families: •LifeMoves provided case management services, including assistance with housing and job searches to 47 homeless/very low-income community residents. LifeMoves provides necessities for persons who are homeless or at risk of becoming homeless. Additionally, LifeMoves operates the Opportunity Services Center (OSC), which is a comprehensive, one-stop, multi-service, day drop-in center providing critical services for homeless Palo Alto residents. Specifically, the center provides showers, laundry, clothing, snacks, case management, and shelter/housing referral services. •Alta Housing provided counseling and supportive case management services to 516 low- income residents of single room occupancy facilities to help them maintain housing stability. Activities included financial counseling, health maintenance, information and referral, problem solving, employment assistance, crisis intervention, and case management. •The Silicon Valley Independent Living Center (SVILC) assisted 24 very low-income Palo Alto residents with disabilities and their families in searching for affordable and accessible housing. CDBG funds were used to support the Housing and Emergency Services for Persons with Disabilities Program and case management services. The Program provides education and training on all aspects of how to conduct a housing search to transition from homelessness, healthcare facilities, or unstable/temporary housing into safe, long- term community-based housing. In addition, the Program includes group workshops, one- on-one service training, and access to independent living services (including emergency food assistance, security deposits, and information/referral to other services). Actions taken to develop institutional structure. 91.220(k); 91.320(j) The City is actively working towards enhancing collaboration between governmental bodies and private sector entities to harness collective endeavors, pool resources, and identify additional Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 29  Packet Pg. 1085 of 1140  19 revenue to address community service requirements and create affordable housing. This collaborative approach encompasses several key initiatives, including participation in: •Meetings among entitlement jurisdictions through the CDBG Coordinators; •Meetings of the Regional Housing Working Group; •Joint jurisdiction Request for Proposals and project review committees; •Community service and housing initiatives funded by multiple jurisdictions ; and •HOME Consortium meetings among member jurisdictions to discuss affordable housing projects. Actions taken to enhance coordination between public and private housing and social service agencies. 91.220(k); 91.320(j) The City of Palo Alto benefits from a strong housing and community development partnership network both within its jurisdiction and the wider region. Collaborative relationships with organizations such as the County and the Continuum of Care (CoC) further strengthen this network. To foster increased collaboration between public and private sectors, the City actively partners with local jurisdictions and developers, facilitating the exchange of knowledge and resources. In addition to the strategies mentioned above, the City remains dedicated to harmonizing its goals with its Human Services Resource Allocation Process (HSRAP) funding initiatives, ensuring a comprehensive approach to meeting community needs Identify actions taken to overcome the effects of any impediments identified in the jurisdictions analysis of impediments to fair housing choice. 91.520(a) The City is committed to actively promoting fair housing in accordance with the adopted 2020 - 2025 Analysis of Impediments. Measures undertaken to advance fair housing in Palo Alto include: •2023-2031 Housing Element: Includes programs to address affirmatively further fair housing, such as outreach/education services, the continuation and enforcement of the Below Market Rate (BMR) program that provides more affordable units, the expansion of housing services, and the implementation of more renter protections. •City of Palo Alto Local Housing Funds: A sizable portion of the City's local housing funds were allocated towards augmenting and conserving the inventory of affordable housing. •Section 8 Housing Vouchers: The Office of Human Services held regular meetings with the County of Santa Clara Housing Authority to facilitate the placement of homeless individuals using Section 8 vouchers. •Information Access: The Office of Human Services provided affordable housing information and referral services. •Assessment of Fair Housing (AFH) Plan: In a joint effort with the County of Santa Clara Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 30  Packet Pg. 1086 of 1140  20 and its cities, Palo Alto adopted its updated AFH Plan in May 2023. •Project Sentinel: During FY2024-2025, the City provided CDBG funding to Project Sentinel, a non-profit organization dedicated to assisting individuals with housing problems. Project Sentinel served 7 LMI individuals with case management services. Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 31  Packet Pg. 1087 of 1140  CR-40 - Monitoring 91.220 and 91.230 Describe the standards and procedures used to monitor activities carried out in furtherance of the plan and used to ensure long-term compliance with requirements of the programs involved, including minority business outreach and the comprehensive planning requirements The City remains actively engaged in overseeing all subrecipients and projects to ensure their adherence to the federal CDBG program and comprehensive planning requirements. This monitoring process encompasses the review of quarterly performance reports, reimbursement requests, supporting documentation, and agency audit reports. Biennial desk-site monitoring is conducted for all CDBG subrecipients, involving assessing client files, project objectives, compliance with agreements, administrative and financial management, and internal controls. The City completed its last subrecipient monitoring process in Spring 2024 for all subrecipients and will conduct subrecipient monitoring again in the next Fiscal Year. The City also completed risk assessments for all subrecipients. Citizen Participation Plan 91.105(d); 91.115(d) Describe the efforts to provide citizens with reasonable notice and an opportunity to comment on performance reports. Electronic copies of the FY2024-2025 draft CAPER were made available on the City’s website for the required 15-day public comment period from September 9, 2025, through September 24, 2025. Hardcopies of the draft CAPER were also available for review at the Development Center, Planning and Development Services at City Hall, and at the City’s Downtown Public Library. On August 30, 2025, an advertisement was placed in the Daily Post newspaper advertising the upcoming availability of the draft CAPER for public review and comment. The Human Relations Commission (HRC) held a public hearing on September 11, 2025, to discuss and hear public comments on the draft CAPER. Per the City’s adopted Citizen Participation Plan (CPP), Palo Alto offers translation services when a substantial number of non-English speaking residents can be reasonably expected to participate or when a reasonable accommodation request is made. Non-English speaking residents requiring translation assistance or any accommodations, along with persons with disabilities requiring assistance, are advised to submit their request as soon as possible but no later than 48 hours before a scheduled meeting, program, or service. For the September 11th HRC meeting agenda, staff report, and meeting information, please visit City’s website. Comments, if any, received by phone, email, and/or during the public meeting will be 21 Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 32  Packet Pg. 1088 of 1140  22 summarized and provided in the draft CAPER attachments that will later be submitted to HUD. CR-45 - CDBG 91.520(c) Specify the nature of, and reasons for, any changes in the jurisdiction’s program objectives and indications of how the jurisdiction would change its programs as a result of its experiences. Not applicable. The City does not plan to change the CDBG program objectives. Does this Jurisdiction have any open Brownfields Economic Development Initiative (BEDI) grants? No. [BEDI grantees] Describe accomplishments and program outcomes during the last year. Not applicable. Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 33  Packet Pg. 1089 of 1140  23 CR-58 – Section 3 Identify the number of individuals assisted and the types of assistance provided Total Labor Hours CDBG HOME ESG HOPWA HTF Total Number of Activities 0 0 0 0 0 Total Labor Hours Total Section 3 Worker Hours Total Targeted Section 3 Worker Hours Table 8 – Total Labor Hours Qualitative Efforts - Number of Activities by Program CDBG HOME ESG HOPWA HTF Outreach efforts to generate job applicants who are Public Housing Targeted Workers Outreach efforts to generate job applicants who are Other Funding Targeted Workers. Direct, on-the job training (including apprenticeships). Indirect training such as arranging for, contracting for, or paying tuition for, off-site training. Technical assistance to help Section 3 workers compete for jobs (e.g., resume assistance, coaching). Outreach efforts to identify and secure bids from Section 3 business concerns. Technical assistance to help Section 3 business concerns understand and bid on contracts. Division of contracts into smaller jobs to facilitate participation by Section 3 business concerns. Provided or connected residents with assistance in seeking employment including drafting resumes, preparing for interviews, finding job opportunities, connecting residents to job placement services. Held one or more job fairs. Provided or connected residents with supportive services that can provide direct services or referrals. Provided or connected residents with supportive services that provide one or more of the following: work readiness health screenings, interview clothing, uniforms, test fees, transportation. Assisted residents with finding childcare. Assisted residents to apply for or attend community college or a four year educational institution. Assisted residents to apply for or attend vocational/technical training. Assisted residents to obtain financial literacy training and/or coaching. Bonding assistance, guaranties, or other efforts to support viable bids from Section 3 business concerns. Provided or connected residents with training on computer use or online technologies. Promoting the use of a business registry designed to create opportunities for disadvantaged and small businesses. Outreach, engagement, or referrals with the state one-stop system, as designed in Section 121(e)(2) of the Workforce Innovation and Opportunity Act. Other. Table 9 – Qualitative Efforts - Number of Activities by Program Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 34  Packet Pg. 1090 of 1140  24 Narrative Not applicable. Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 35  Packet Pg. 1091 of 1140  CAPER 28 OMB Control No: 2506-0117 (exp. 09/30/2021) Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 36  Packet Pg. 1092 of 1140  CAPER 29 OMB Control No: 2506-0117 (exp. 09/30/2021) Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 37  Packet Pg. 1093 of 1140  CAPER 30 OMB Control No: 2506-0117 (exp. 09/30/2021) Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 38  Packet Pg. 1094 of 1140  CAPER 31 OMB Control No: 2506-0117 (exp. 09/30/2021) Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 39  Packet Pg. 1095 of 1140  CAPER 32 OMB Control No: 2506-0117 (exp. 09/30/2021) Proof of Notice for Comment Period Item A Attachment A - 2024-2025 Final Consolidated Annual Performance and Evaluation Report (CAPER), as accepted by HUD.        Item A: Staff Report Pg. 40  Packet Pg. 1096 of 1140  City Council Staff Report Report Type: SPECIAL ORDERS OF THE DAY Lead Department: City Clerk Meeting Date: March 16, 2026 Report #:2603-6124 TITLE Recognition of Sister City Tsuchiura, Japan and Palo Alto Student Exchange Program Participants. ATTACHMENTS Attachment A: Proclamation Welcoming Exchange Students and Chaperones from Tsuchiura, Ibaraki, Japan APPROVED BY: Mahealani Ah Yun, City Clerk Item 1 Item 1 Late Packet Report        Item 1: Staff Report Pg. 1  Packet Pg. 1097 of 1140  WELCOMING EXCHANGE STUDENTS AND CHAPERONES FROM TSUCHIURA, IBARAKI, JAPAN WHEREAS, exchange programs between middle schools are the foundation of the Sister City program with Tsuchiura, Japan, which promotes international and intercultural understanding among our youth; and WHEREAS, Palo Alto and Tsuchiura City have worked together to involve their respective middle school students and their families in cultural and educational exchanges and special programs; and WHEREAS, the opportunity to host Tsuchiura students here and to send Palo Alto students to Tsuchiura, Japan since 1994 has been mutually beneficial. NOW, THEREFORE, I, Vicki Veenker, Mayor of the City of Palo Alto, on behalf of the entire City Council, hereby express our heartfelt welcome and the best wishes of the City of Palo Alto to Mr. Hirotomo Araki, Ms. Taeko Banno, Ms. Azusa Nakagoshi, and fifteen students: Rio Sugita, Kanon Furukawa, Ai Usui, Kanji Ono, Kokoa Sakai, Kiyoka Numata, Sahya Hanaeda, Mai Yaguchi, Kokone Yoshimura, Ryoichi Kawada, Keita Tsukahara, Sousuke Nasu, Yuuna Kurata, Sayaka Watanabe, and Kirato Hino. FURTHER, we also acknowledge their Palo Alto buddies: Khloe Chang, Milla Rosen, Alyssa Leong, Austin Shovkoplyas, Hailyn Kim Cho, Kaya Ishihara, Hui Ching Perri So, Ella Guo, Ellie Lin, Rohan Chandra, Elijah Straub, Matteo Boog, Lindsay Mo, Adeline Tran, and Tyler Stutz. PRESENTED: March 16, 2026 ____________________________ Vicki Veenker Mayor Proclamation Item 1 Attachment A - Proclamation Welcoming Exchange Students and Chaperones from Tsuchiura, Ibaraki, Japan        Item 1: Staff Report Pg. 2  Packet Pg. 1098 of 1140  Item No. 12. Page 1 of 2 City Council Supplemental Report From: Jonathan Lait, Planning and Development Services Director Meeting Date: March 16, 2026 Item Number: 12 Report #:2603-6126 TITLE QUASI-JUDICIAL. 2100-2400 Geng Road [24PLN-00356 & 24PLN-00357]: Request for Approval of Applications for Site and Design, a Conditional Use Permit, and a Vesting Tentative Map to Construct 145 For Sale Townhome Units. Thirteen Percent of the Units Would Be Deed Restricted to Low Income Households. The Project is Proposed in Accordance with Builder’s Remedy (California Government Code Section 65589.5(d)(5)). A Senate Bill 330 Pre-Application was Filed on July 8, 2024. The Project Also Includes Adoption of a Parkland Improvement Ordinance to Authorize Tree Removals in the Baylands Athletic Center, Which Would be Impacted by the Project. CEQA Status: Exempt from CEQA in Accordance with CEQA Guidelines Section 15183 (Comprehensive Plan Consistency). RECOMMENDATION Staff recommends that Council consider the additional information provided in this report, including the revised Draft Record of Land Use Action. BACKGROUND This supplemental memo transmits an updated Attachment B: Draft Record of Land Use Action. Following publication of the agenda packet, staff identified two inadvertent errors and omissions in the Draft Record of Land Use Action. This memo also provides an update on Parkland Dedication fees for the project. Record of Land Use Action First, the City is required, pursuant to SB 166 (2017, Gov. Code § 65863) to make certain findings whenever a parcel is developed with fewer units by income category than identified in its housing element. Those findings have been added into Section 1 of the attached revised Draft Record of Land Use Action. Second, this project differs from most because it requires a Park Improvement Ordinance, which will not be effective until the 31st day following adoption on second reading. Accordingly, staff have revised Section 12 of the Draft Record of Land Use Action so that the effective dates of the planning entitlements to coincide with the effective date of the ordinance. Item 12 Item 12 Supplemental Report        Item 12: Staff Report Pg. 1  Packet Pg. 1099 of 1140  Item No. 12. Page 2 of 2 Parkland Dedication in-lieu fees Sheetz v. County of El Dorado decision of the United States Supreme Court. Staff will evaluate this request, which could result in a reduction of Parkland Dedication in-lieu fees of up to $3.5-4 million. ATTACHMENTS APPROVED BY: Item 12 Item 12 Supplemental Report        Item 12: Staff Report Pg. 2  Packet Pg. 1100 of 1140  DRAFT 1 DRAFT ACTION NO. 2026-__ RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 2100-2400 GENG RD: SITE AND DESIGN, CONDITIONAL USE PERMIT, AND VESTING TENTATIVE MAP [24PLN-00356 & 24PLN-00357] On _________, 2026, the City Council of the City of Palo Alto (“City Council”) approved a Site and Design application, Conditional Use Permit, and Vesting Tentative Map for development of 145 for sale townhome units (“the Project”). In approving the application, Council makes the following findings, determinations, and declarations: SECTION 1. Background. A. On July 8, 2024, Strada Investment Group filed a compliant pre-application in accordance with Senate Bill (SB) 330 and with California Government Code Section 65589.5(d)(5) (also known as Builder’s Remedy). B. On December 18, 2024, Strada Investment Group filed a Site and Design and Conditional Use Permit application (24PLN-00356) for 145 for sale townhome units to allow for the proposed multi-family development and use of the site. In addition, Strada Investment Group filed an application for a Vesting Tentative Map (24PLN-00357) to merge two existing lots to create a single resulting 480,230-square-foot parcel (11.02 acres) and to re-subdivide the lot for condominium purposes for 145 townhome units. The project includes the following density bonus waivers and concessions in accordance with State Density Bonus Law, and additional protections as a “builder’s remedy project,” under AB 1893: • Waiver 1: Floor Area Ratio (0.97:1 where 0.5:1 maximum is allowed) • Waiver 2: Height (42 feet where 30 feet maximum is allowed) • Waiver 3: Front Setback (16.5 feet where 20 feet is required) • Waiver 4: Rooftop Garden Width (Railings intersect a plane measured at a forty-five degree angle from the edge of the building sloping upward and inward toward the center of the unit) • Waiver 5: Private street width (26 feet where 32 feet is required) • Concession 1: Distribution of below market rate units. C. The project site is comprised of two existing lots (APN 008-02-035, Approximately 239,800 square feet and APN 008-02-036, Approximately 240,430 square feet). The site contains four existing office buildings. To the north of the project site is the Baylands Athletic Center that offers softball/baseball lighted fields on a six-acre facility. Adjacent uses to the south, east, and west are office buildings. Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 3  Packet Pg. 1101 of 1140  DRAFT 2 D. Following staff review, the Architectural Review Board held a duly noticed public hearing to review the Site and Design application at an initial hearing on October 16, 2025, to provide feedback on the design. E. Following staff review of the Site and Design application, Conditional Use Permit, and Vesting Tentative Map, the Planning and Transportation Commission held a duly noticed public hearing to review the project and recommended approval on December 10, 2025, subject to conditions of approval. F. Following the Planning and Transportation Commission’s review of the project, the Architectural Review Board held a duly noticed public hearing to review the Site and Design application and recommended approval on January 15, 2026, subject to conditions of approval. G. On December 16, 2025 the Parks and Recreation Commission considered the associated Park Improvement Ordinance required for the project and recommended approval, subject to conditions of approval. H. On ___________, 2026 the City Council held a duly noticed public hearing at which evidence was considered and all persons were afforded an opportunity to be heard in accordance with the City Council’s policies and procedures . I. The project site is included in the City’s 2023-2031 Housing Element Site Inventory, with a projected capacity of 175 moderate income units. The project does not provide any moderate income units. Following approval of the project, the remaining sites in the Site Inventory will be insuf ficient to meet the remaining Regional Housing Needs Assessment (RHNA) for moderate income units. J. Including the proposed project, the remaining RHNA and remaining capacity at each income level will be approximately: Lower Moderate Above Moderate Remaining RHNA 1,994 899 305 RHNA Credits 598 182 515 Remaining Site Inventory Capacity 1,837 622 1,902 Surplus/Deficit 441 -95 2,112 K. In accordance with Government Code Section 65863, the City shall, within 180 days, identify and make available additional adequate sites to accommodate the remaining RHNA at the moderate income level. Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 4  Packet Pg. 1102 of 1140  DRAFT 3 SECTION 2. Environmental Review. The City, acting as the lead agency for the Project, has determined that the project is exempt from the California Environmental Quality Act (CEQA) in accordance with CEQA Guideline section 15183. An Initial Study (IS) Checklist to determine consistency with the Environmental Impact Report (EIR) (State Clearinghouse [SCH] #2014052101) certified in 2017 (“2017 EIR”) for the City of Palo Alto’s 2030 Comprehensive Plan found that the Project is consistent with a Community Plan or Zoning with any project related effects substantially mitigated under uniformly applicable development policies or standards. Documentation to support the exemption is available as part of the public record on file with the Planning and Development Services Divis ion. SECTION 3. Site and Design Review Objectives. The design and architecture of the proposed improvements, as conditioned, comply with the Site and Design Objectives as required in Chapter 18.30.060(G) of the PAMC. 1. Objective (a): To ensure construction and operation of the use in a manner that will be orderly, harmonious, and compatible with existing or potential uses of adjoining or nearby sites. The proposed project is located on two contiguous parcels located at 2100-2400 Geng Road. To the north of the project site is the Baylands Athletic Center that offers softball/baseball lighted fields on a six-acre facility. Adjacent uses to the south, east, and west are office buildings. While surrounding uses differ from the proposed residential use, the project site allows residential development with a conditional use permit. The colors and materials of the project are consistent with the Baylands Design Guidelines, such as using muted colors. Lighting would be downcast and the proposed landscaping would provide long-term visual screening along the property line abutting the Baylands Athletic Center. The project would not conflict with the City’s airport operations and is consistent with the adopted Comprehensive Airport Land Use Plan. Therefore, the project is consistent with this objective. 2. Objective (b): To ensure the desirability of investment, or the conduct of business, research, or educational activities, or other authorized occupations in the same or adjacent areas. The project is located within the boundaries of the Baylands Master Plan on the area identified as Private Lands. The proposed residential project would redevelop two parcels currently occupied with office uses. The proposed use is consistent with the land use designation and, with a Conditional Use Permit, is consistent with the allowed uses set forth in the zoning code. The project would provide 145 townhome units improving the City’s jobs housing imbalance consistent with the Housing Element’s goals and policies. The project would not affect existing or potential future uses within the surrounding area including the adjacent airport, nearby office uses, and/or recreational use of the Baylands and therefore would not affect the desirability of investment, or the conduct of business, research, or educational activities on adjacent sites. 3. Objective (c): To ensure that sound principles of environmental design and ecological balance shall be observed. The project is consistent with the Baylands Design Guidelines in that it utilizes muted colors and materials that will weather without degrading such as stucco and treated wooden siding. Lighting is designed and conditioned to not shine onto the adjacent properties. The project will implement green Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 5  Packet Pg. 1103 of 1140  DRAFT 4 building measures as required by the Palo Alto Municipal Code and, in itself, allows for the increased reuse of recycled water within the City of Palo Alto and surrounding communities. 4. Objective (d): To ensure that the use will be in accord with the Palo Alto Comprehensive Plan. The proposed project complies with all applicable and objective standards in the Comprehensive Plan and the Palo Alto Municipal Code except where waivers or concessions are requested pursuant to state density bonus law or additional protections as a “builder’s remedy project,” under AB 1893. In accordance with The Housing Accountability Act as set forth in California Government Code 65589.5(j)(3), the receipt of a density bonus, incentive, concession, waiver, or reduction of development standards pursuant to Section 65915 shall not constitute a valid basis on which to find a proposed housing development project is inconsistent, not in compliance, or not in conformity, with an applicable plan, program, policy, ordinance, standard, requirement, or other similar provision. Therefore, the project is compliant with the objective standards. A summary of the project’s consistency with the Comprehensive Plan is provided in this table. The project is required to comply with the Comprehensive Plan to the extent that the requirements are objective. Comp Plan Goals and Policies How project adheres or does not adhere to Comp Plan The Comprehensive Plan land use designation for the site is Research/Office Park which allows multifamily housing in specific locations. One of the two parcels on which the proposed project would be located is identified as a housing inventory site. The project adheres to the Comprehensive Plan by providing housing on this opportunity site. The proposed multi-family use is allowed within this land use designation. Housing Element Policy 4.3 Implement development standards, objective design standards, and architectural and green building standards that encourage new high-quality rental and ownership housing. The project complies with the implemented standards except where requests for waivers or concessions in accordance with state density bonus law is provided. The project provides the necessary upgrades to infrastructure on the site to provide new high-quality ownership units. The project complies with all required green building requirements in accordance with state law and the city’s local reach code. Land Use and Community Design Element Policy L-6.1 Promote high-quality design and site planning that is compatible with surrounding development and public spaces. The project utilizes a muted material palette with natural colors and materials that will weather without degrading. The design aligns with The Site Assessment and Design Guidelines, intended to ensure compatibility with the special aesthetic qualities and environmental conditions unique to the Baylands. Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 6  Packet Pg. 1104 of 1140  DRAFT 5 Comp Plan Goals and Policies How project adheres or does not adhere to Comp Plan Policy L-9.2 Encourage development that creatively integrates parking into the project, including by locating it behind buildings or underground wherever possible, or by providing for shared use of parking areas. Encourage other alternatives to surface parking lots that minimize the amount of land devoted to parking while still maintaining safe streets, street trees, a vibrant local economy and sufficient parking to meet demand. 290 spaces would be provided in the townhome garages (70 tandem spaces) and 43 parking spaces would be provided along the private streets, including 4 accessible spaces. The frontage still provides a sidewalk, street trees and other greenery for an inviting streetscape. Policy L-9.4 Treat residential streets as both public ways and neighborhood amenities. Provide and maintain continuous sidewalks, healthy street trees, benches and other amenities that promote walking and “active” transportation. The project includes private streets lined with trees as well as new short-term bicycle parking within the common area and bicycle parking in garage fronting the streets to promote active transportation. This improves the current office park design, which provides surface level parking along the project frontage. Policy L-9.9 Involve the Urban Forester, or appropriate City staff, in development review. The applicant has worked closely with the City’s Urban Forestry division to ensure that tree removals meet the goals of the Urban Forest Master Plan. The proposed 648 replacement trees would exceed the required 292 trees. Further, the applicant has also worked with Urban Foresty to develop a parkland improvement ordinance that would address project related impacts to adjacent City trees on Parkland. Policy L-10.2 Regulate land uses in the Airport Influence Area to ensure consistency with the Palo Alto Airport Comprehensive Land Use Plan and the Baylands Master Plan. The project would not exceed density requirements as set forth in the adopted Comprehensive Plan and zoning and there are no limits on residential units within the Airport Traffic Pattern Zone. Further, the development would not exceed the maximum height limit of 154 feet. The project is conditioned to secure a Determination of No Hazard from the Federal Aviation Administration and the recording of an Avigation Easement and Deed Notice with the Vesting Tentative Map to ensure prospective buyers are made aware of the airport's existence and any potential impacts that the airport activity has on surrounding land uses. Transportation Element Policy T-3.7 Encourage pedestrian-friendly design features such as sidewalks, street trees, on-street The project includes direct connections to the sidewalk that help to activate the frontage along Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 7  Packet Pg. 1105 of 1140  DRAFT 6 Comp Plan Goals and Policies How project adheres or does not adhere to Comp Plan parking, gathering spaces, gardens, outdoor furniture, art and interesting architectural details. Geng Road in addition to new street trees and plantings. Policy T-3.9 Support citywide sustainability efforts by preserving and enhancing the tree canopy where feasible within the public right-of- way, consistent with the Urban Forest Management Plan, as amended. The project meets the tree canopy replacement requirements through on site planting. The project includes removal of 218 trees and replaces with 648 trees, over which 50 percent would be California native species, and 57 would be coast live oaks and valley oaks. Urban Forest and Understory Policy N-2.3 Enhance the ecological resilience of the urban forest by increasing and diversifying native species in the public right-of-way, protecting the health of soils and understory vegetation, encouraging property owners to do the same and discouraging the planting of invasive species. The project will remove the existing 216 trees on site, and replace them with 648 new trees, an increase of 432 trees. Of the new trees, a majority will be native species and high habitat value species, including coast live oak, valley oak, and California buckeye. The understory is also designed to support native habitat. Shrubs & Grasses are nearly all California native species with a focus on high habitat value species. Policy N-2.11 Coordinate City review by the Urban Forester, Planning, Utilities, and Public Works Departments, of projects that might impact the urban forest. While the project will impact the urban forest, the replacement tree values will exceed what is required. The project will also include a parkland improvement ordinance to address the potential impacts to City trees on adjacent parkland. This ordinance includes provisions for a program to replace the impacted unhealthy non-native public trees over time. Flood Hazard and Mitigation Policy S-2.8 Minimize exposure to flood hazards by protecting existing development from flood events and adequately reviewing proposed development in flood prone areas. The project site would be graded and raised out of the flood zone to meet minimum National Flood Insurance Program standards. The applicant submitted a Conditional Letter of Map Revision with FEMA. Following project construction a Letter of Map Revision from FEMA will officially revise the current NFIP map to show changes to floodplains, regulatory floodways, or flood elevations. SECTION 4. Conditional Use Permit Findings. Conditional Use Permit approval is based on the findings indicated under PAMC Section 18.76.010: 1. The proposed use, at the proposed location, will not be detrimental or injurious to property or improvements in the vicinity, and will not be detrimental to the public health, safety, general welfare, or convenience. Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 8  Packet Pg. 1106 of 1140  DRAFT 7 A Conditional Use Permit is required for a residential use within the ROLM(E) Zone District. In the surrounding vicinity of the project site, there is a Post Office, International School of the Peninsula, two automobile agencies, and office uses. To the north of the project site is the Baylands Athletic Center that offers softball/baseball lighted fields on a six-acre facility. Adjacent uses to the south, east, and west are office buildings. With the conditions set forth in this record of land use action, which reduce lighting impacts of the proposed project within the Baylands setting, the project would not be detrimental to the public health, safety, general welfare or convenience to other property improvements in the vicinity. 2. The proposed use will be located and conducted in a manner in accord with the Palo Alto Comprehensive Plan and the purposes of the Zoning Ordinance. The Comprehensive Plan land use designation for the project site is Research/Office Park, which states: "Office, research and manufacturing establishments whose operations are buffered from adjacent residential uses… in some locations, residential and mixed-use projects may also locate in this category. Maximum allowable FAR ranges from 0.3 to 0.5, depending on site conditions. Consistent with the Comprehensive Plan, multifamily housing may be allowed in specific locations.” Because a portion of the site is identified as a Housing Inventory site in accordance with the City’s adopted Housing Element, the proposed land use is consistent with the Comprehensive Plan. Though the project exceeds the floor area ratio allowance set forth for this land use designation, the applicant requests a waiver in accordance with state density bonus law for the floor area; therefore, the increase in FAR may not be seen as inconsistent with the zoning ordinance or Comprehensive Plan. Additionally, the proposed application was filed in accordance with the Builder’s Remedy provision in the Housing Accountability Act. Therefore, inconsistency with the Comprehensive Plan land use designation is not a basis for denial of a project. Because the project is a “builder’s remedy project,” as defined in AB 1893, the City is further limited to only enforcing those objective standards that exist in a zone district or land use designation that allows the density requested. Exclusively residential uses in the ROLM (E) District requires compliance with the development standards prescribed for the RM - 20 zoning district. The project applicant has identified incentives, concessions, and waivers under State Density Bonus Law to demonstrate compliance with the enforceable standards as detailed in Section 1. SECTION 5. Architectural Review Findings. 1. The design is consistent with applicable provisions of the Palo Alto Comprehensive Plan, Zoning Code, coordinated area plans (including compatibility requirements), and any relevant design guides. The project applicant has identified incentives, concessions, and waivers under State Density Bonus Law to demonstrate compliance with the enforceable standards as detailed in Section 1 of this record of land use action. This finding can be made in the affirmative Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 9  Packet Pg. 1107 of 1140  DRAFT 8 because the project is consistent with applicable Comprehensive Plan goals and policies as summarized above in Section 3, Site and Design Findings, and Section 4, Conditional Use Permit Findings, and the relevant findings can be made in the affirmative. The project is consistent with the Baylands Design Guidelines, as applicable to the proposed project, in that the project uses muted colors and the height is consistent with the requirements for the Palo Alto Comprehensive Airport Land Use Plan and the zoning code as modified in accordance with state law. The proposed 145-unit townhome development would not exceed density requirements as there are no limits on residential units within the Airport Traffic Pattern Zone and the project is consistent with the allowed density set forth in the Zoning and Comprehensive Plan. 2. The project has a unified and coherent design, that: a. creates an internal sense of order and desirable environment for occupants, visitors, and the general community, b. preserves, respects and integrates existing natural features that contribute positively to the site and the historic character including historic resources of the area when relevant, c. is consistent with the context-based design criteria of the applicable zone district, d. provides harmonious transitions in scale, mass and character to adjacent land uses and land use designations, e. enhances living conditions on the site (if it includes residential uses) and in adjacent residential areas. There is internal order between the pedestrian entries, car entry, and open spaces on the project site. There are three building typologies provided, detached townhomes, row townhomes, and duplex townhomes, that each have varying defined entrances for resi dents. There is no historic character to preserve. The project is designed consistent with the Baylands Design Guidelines with the use of muted colors. While the project mostly complies with the applicable objective standards applied to housing development projects within the ROLM(E) Zone District, the applicant has identified waivers pursuant with State Density Bonus Law and Builder’s Remedy provisions as detailed in Section 1. 3. The design is of high aesthetic quality, using high quality, integrated materials and appropriate construction techniques, and incorporating textures, colors, and other details that are compatible with and enhance the surrounding area. The project consists of a townhome community designed with a high level of aesthetic quality through the use of durable, high quality materials, including stucco, cementitious panels, treated wood siding, brick, and metal balcony railings. The materials, textures, and construction techniques are cohesively integrated into the building design and reflect a contemporary architectural design comparable to other projects in the surrounding vicinity. The proposed neutral muted color palette is compatible with surrounding development and is consistent with Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 10  Packet Pg. 1108 of 1140  DRAFT 9 the Baylands Design Guidelines. Overall, the project’s design is compatible with the Baylands’ unique landscape character and the visual quality of the surrounding area. 4. The design is functional, allowing for ease and safety of pedestrian and bicycle traffic and providing for elements that support the building’s necessary operations (e.g. convenient vehicle access to property and utilities, appropriate arrangement and amou nt of open space and integrated signage, if applicable, etc.). The project design provides a network of pedestrian and bicycle pathways that access a central green with a stage for community performances, grills, and a games area, pocket parks, and room for additional neighborhood amenities like a community garden. Vehicles would access the site through two entrances: one from Geng Road and the other from East Bayshore road. Bicycle parking is currently shown within each garage totaling 145 bike spaces and a centrally located bike rack on the project site. The proposed centrally located bike parking area holds 16 short - term bike racks. 5. The landscape design complements and enhances the building design and its surroundings, is appropriate to the site’s functions, and utilizes to the extent practical, regional indigenous drought resistant plant material capable of providing desirable habita t that can be appropriately maintained. The project will provide a variety of drought-tolerant planting. A majority of the plantings were selected from a California native palette. The selected varieties of trees would provide appropriate habitat for wildlife as a part of a bigger neighborhood a nd community wide system. Additional landscaping is provided in the common areas of the project. 6. The project incorporates design principles that achieve sustainability in areas related to energy efficiency, water conservation, building materials, landscaping, and site planning. In accordance with the City’s Green Building Regulations, the project will satisfy the requirements for CALGreen Mandatory + Tier 2. This is demonstrated on the GB sheets in the plan set. The project also is designed to accommodate future recycled water improvements should they be available in the future, consistent with the municipal code requirements for this area. SECTION 6. Vesting Tentative Map Findings. A legislative body of a city shall deny approval of a Parcel Map, if it makes any of the following findings (California Government Code Section 66474). The City Council cannot make these findings for the following reasons: Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 11  Packet Pg. 1109 of 1140  DRAFT 10 1. That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451: The site is consistent with the Comprehensive Plan as described below. There is no adopted specific plan for this project site. 2. That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans: There is no adopted specific plan for this project site. The proposed vesting tentative map and related improvements is consistent with the Comprehensive Plan in that it facilitates housing development on a site designated for multi-family use within the urban services area, consistent with Goal 2 of the Housing Element and Goal L1.2 of the Land Use Element. The proposed density (13 DU/AC) is consistent with the allowance for multifamily residential in specified locations in the Research/Office Park land use designation of the Land Use Element. The project replaces four existing office buildings with 145 for sale townhome units with thirteen percent of the units (19 units) deed restricted to serve low-income households. Nineteen (19) units (13%) are designated to be provided at below-market rate (BMR) at a rate affordable to low-income households (80% of Area Median Income or below). The project improves the city’s jobs housing imbalance consistent with the Housing Element’s goals and policies. 3. That the site is not physically suitable for the type of development: The Project site is suitable for multi-family residential development in that it’s located on a site designated on the City’s Land Use Map that allows for multi-family uses and identified as a housing inventory site in the Housing Element. The proposed resulting parcels meet the minimum code requirements for the ROLM(E) zone district with respect to lot area, width and depth. The proposed number of condominium units for the project site complies with the applicable densities set forth in the land use element. 4. That the site is not physically suitable for the proposed density of development: The proposed development would create a total of 145 townhome residential units which is 13 dwelling units (DU) per acre (total project site is 11 acres). This density complies with the minimum and maximum allowable residential density as calculated for the total site area under the zoning code (11-20 DU/acre = 121-220 DU). Building, Palo Alto Fire Department, Planning, Transportation, Zero Waste, and Public Works Engineering have reviewed the requested density bonus waiver to permit a minimum 26-foot street width to ensure that all necessary requirements for safety, including but not limited to, fire safety and traffic safety (e.g. curb cut location, turning radius, etc.) have been met as well as to ensure that the street allows for proper function of the site (e.g. trash pickup). Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 12  Packet Pg. 1110 of 1140  DRAFT 11 5. That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat: The project site is located on the eastern side of Highway 101 adjacent to the Baylands Nature Preserve. The Baylands is an approximately 1,976-acre open space located along the edge of San Francisco Bay (Bay) including multiple habitats and a wide variety of recreational and educational benefits. However, the project site is located in an area of approximately 90 acres of industrial research, office, and commercial uses that are concentrated along Embarcadero Road and East Bayshore frontage road. The project design would incorporate lighting reduction design features to reduce the spillover of lighting or glare/increased luminance perceived by birds and other wildlife, in compliance with recommendations by the International Dark -Sky Association. Though the project proposes the removal of 218 on-site trees, the proposed project would also include the planting of 648 trees, which would gradually replace the existing foraging habitat on the site for native migratory birds as these trees gradually mature. The increase in the number of trees on site would also provide valuable foraging resources for migrating birds. Thus, in the long term, the project will continue to support foraging habitat for migrating birds along the San Francisco Bay. With incorporation of t he standard conditions of approval, the project would have less than significant impacts on biological resources, the same as those identified in the 2017 EIR. Therefore, the project would not cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat. 6. That the design of the subdivision or type of improvements is likely to cause serious public health problems: The subdivision of this parcel and associated improvements would not have the potential to result in serious health problems. The proposed multi-family use would not include use or storage of hazardous materials. The site is not located on a hazardous waste site pursuant to government code 65962.5. 7. That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds that alternate easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired by the public. This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision. There are no public access easements over the property currently. Therefore, the design of the subdivision will not conflict with any public access easements for access through, or use of, the Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 13  Packet Pg. 1111 of 1140  DRAFT 12 property. Existing public utility easements would either continue to be used or otherwise vacated and new utility easements created as part of the mapping process to reflect modifications to the location of utility infrastructure. SECTION 7. Vesting Tentative Map Approval Granted. Vesting Tentative Map Approval is filed and processed in accordance to PAMC Section 21.13.020 and granted by the City Council under PAMC Sections 21.12 and 21.20 and the California Government Code Section 66474, subject to the conditions of approval in Section 9 of this Record of Land Use Action. SECTION 8. Final Map. The Final Map submitted for review and approval by the City Council shall be in substantial conformance with the Vesting Tentative Map prepared by CBG Civil Engineers titled “Vesting Tentative Map 2100-2400 Geng Road For Condominium Purposes City of Palo Alto, California”, stamped as received January 30, 2026, except as modified to incorporate the conditions of approval in Section 9. A copy of the Vesting Tentative Map is on file in the Department of Planning and Development Services, Current Planning Division. Prior to the expiration of the Vesting Tentative Map approval, the subdivider shall cause the subdivision or any part thereof to be surveyed, and a Final Map, as specified in Chapter 21.08, to be prepared in conformance with the Vesting Tentative Map as conditionally approved, and in compliance with the provisions of the Subdivision Map Act and PAMC Title 21 and submitted to the City Engineer (PAMC Section 21.16.010[a]). SECTION 9. Conditions of Approval Site and Design Permit. PLANNING DIVISION 1. CONFORMANCE WITH PLANS. Construction and development shall conform to the approved plans entitled, "2100-2400 Geng Road, Palo Alto, CA” stamped as received by the City on January 30, 2026, on file with the Planning Department, 250 Hamilton Avenue, Palo Alto, California except as modified by these conditions of approval. 2. BUILDING PERMIT. Apply for a building permit and meet any and all conditions of the Planning, Fire, Public Works, and Building Departments. 3. BUILDING PERMIT PLAN SET. A copy of this cover letter and conditions of approval shall be printed on the second page of the plans submitted for building permit. 4. PROJECT MODIFICATIONS. All modifications to the approved project shall be submitted for review and approval prior to construction. If, during the Building Permit review and construction phase, the project is modified by the applicant, it is the responsibility of the applicant to contact the Planning Division/project planner directly to obtain approval of the project modification. It is the applicant’s responsibility to highlight any proposed changes to the project and to bring it to the project planner’s attention. Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 14  Packet Pg. 1112 of 1140  DRAFT 13 5. LANDSCAPE PLAN. Plantings shall be installed in accordance with the approved plan set and shall be permanently maintained and replaced as necessary. Landscaping along the rear lot line between the project and Baylands Athletic Center shall be planted at a minimum height of 8 feet. The landscaping screen along the shared property line shall be maintained in accordance with the code requirements for objective standards. 6. NOISE THRESHOLDS ON RESIDENTIAL PROPERTY. In accordance with PAMC Section 9.10.030, No person shall produce, suffer or allow to be produced by any machine, animal or device, or any combination of same, on residential property, a noise level more than six dB above the local ambient at any point outside of the property plane. 7. OPEN AIR LOUDSPEAKERS (AMPLIFIED MUSIC). In accordance with PAMC Section 9.12, no amplified music shall be used for producing sound in or upon any open area, to which the public has access, between the hours of 11:00pm and one hour after sunrise. 8. PG&E ENCROACHMENT PERMIT. An encroachment permit is required prior to any temporary work or permanent improvements within PG&E easement. The project shall comply with any and all requirements of the encroachment permit. 9. SIGN APPROVAL NEEDED. No signs are approved at this time. All signs, if proposed, shall conform to the requirements of Title 16.20 of the Palo Alto Municipal Code (Sign Code) and shall be subject to approval by the Director of Planning. 10. STANDARD REQUIREMENTS FOR UNANTICIPATED DISCOVERY OF BURIED ARCHEOLOGICAL RESOURCES. No known archeological or paleontological resources are present on or within the immediate vicinity of the site. However, as noted in the project description and per the City’s standard conditions, in the unlikely event that an archeological resource is unearthed during ground disturbing activities, work in the immediate area should be halted and an archaeologist meeting the Secretary of the Interior’s Professional Qualific ations Standards for archeology (National Park Service 1983) shall be contacted immediately to evaluate the find. If the find is Native American in origin, then a Native American representative should also be contacted to participate in the evaluation of the find. The qualified archaeologist, and, if applicable, the Native American representative, shall examine the find and make recommendations regarding additional work necessary to evaluate the significance of the find and the appropriate treatment of the resource. Recommendations could include, but are not limited to, invasive or non-invasive testing, sampling, laboratory analysis, preservation in place, or data recovery. A report of findings documenting any data recovered during monitoring shall be prepared by a qualified archaeologist and submitted to the Director of Planning. Prior to commencement of any project-related construction activities, a qualified Archaeologist hired by the applicant shall provide a worker environmental awareness training to all site personnel that addresses cultural and tribal cultural resources. The training shall discuss the appearance of resources that may be Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 15  Packet Pg. 1113 of 1140  DRAFT 14 encountered during construction as well as the procedures and notification process in the event of discovery. 11. RETENTION OF A QUALIFIED ARCHAEOLOGIST AND ARCHAEOLOGICAL MONITORING. Prior to the start of ground-disturbing activities, the Applicant and/or subsequent responsible parties shall retain an archaeologist meeting the Secretary of the Interior’s Professional Qualifications Standards (NPS 2020a) (Qualified Archaeologist) to carry out all cultural resources related work associated with the project and to oversee the implementation of all cultural resources mitigation measures. The Qualified Archaeologist shall possess experience and familiarity with historic-period and prehistoric archaeological resources in the region. The Qualified Archaeologist or other designated archaeologist working under the direction of the Qualified Archaeologist shall conduct full-time monitoring within native sediments to the project’s proposed maximum depths of disturbance. In general, archaeological monitoring shall be limited to initial ground disturbance which is defined as construction-related earthmoving of sediments from their native place of deposition and does not include any secondary movement of sediment that might be required for the project. The Qualified Archaeologist may adjust monitoring efforts as needed (increase, decrease, or discontinue monitoring frequency) based on the observed potential for construction activities to encounter archaeological deposits. The archaeological monitor shall maintain daily monitoring logs. Following the completion of construction, the Qualified Archaeologist shall prepare an archaeological monitoring report for submittal to the lead agency and the NWIC with the results of the archaeological monitoring program. 12. STANDARD REQUIREMENTS FOR THE PROTECTION OF NESTING BIRDS. As detailed in the project description and per the City’s standard conditions, vegetation or tree removal shall be prohibited during the general avian nesting season (February 1 – August 31), if feasible. If nesting season avoidance is not feasible, the applicant shall retain a qualified biologist, as approved by the City of Palo Alto, to conduct a preconstruction nesting bird survey to determine the presence/absence, location, and activity status of any active nests on or adjacent to the project site no more than 14 days prior to scheduled vegetation clearance and/or demolition activities. If nesting birds are found to be present, a suitable buffer (typically a minimum buffer of 50 feet for passerin es and a minimum buffer of 250 feet for raptors) as determined appropriate by the biologist, shall be established around such active nests and no construction shall be allowed within the buffer areas until a qualified biologist has determined that the nest is no longer active (i.e., the nestlings have fledged and are no longer reliant on the nest). A report documenting any data recovered during monitoring shall be prepared by a qualified biologist and submitted to the Director of Planning prior to final planning inspection. 13. STANDARD REQUIREMENTS FOR PM10 and PM2.5 Emissions. The following conditions shall be implemented during all phases of construction to control dust and exhaust at the project site in compliance with the Comprehensive Plan Policy N-5.5: Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 16  Packet Pg. 1114 of 1140  DRAFT 15 • Water all exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) two times per day. • Cover all haul trucks transporting soil, sand, and other loose material off -site. • Remove all visible mud or dirt track out onto adjacent public roads at least once per day using wet power vacuum street sweepers. The use of dry power sweeping is prohibited. • Limit all vehicle speeds on unpaved roads to 15 miles per hour. • Pave all new roadways, driveways, and sidewalks as soon as possible. • Lay building pads as soon as possible after grading unless seeding or soil binders are used. • Suspend all excavation, grading, and/or demolition activities when average wind speeds exceed 20 miles per hour. • Wash off all trucks and equipment, including their tires, prior to leaving the site. • Post a publicly visible sign with the name and phone number of an on -site construction coordinator to contact regarding dust complaints. The on-site construction coordinator shall respond and take corrective action within 48 hours. The sign shall also provide the City’s Code Enforcement Complaints email and number and the Air District’s General Air Pollution Complaints number to ensure compliance with applicable regulations. 14. CONSTRUCTION EQUIPMENT. All construction equipment larger than 25 horsepower used at the site for more than two continuous days or 20 hours total shall meet U.S. EPA Tier 4 Final emission standards for particulate matter (PM10 and PM2.5), if feasible. If Tier 4 Final equipment is not available for a particular piece of equipment, then use equipment that meets U.S. EPA emission standards for Tier 3 engines and include PM emissions control equivalent to CARB Level 3 verifiable diesel emission control devices that altogether achieve an 80 percent reduction in PM exhaust in comparison to uncontrolled equipment. 15. VIBRATION ANALYSIS. Prior to issuance of a demolition permit, a list of all heavy construction equipment to be used for this project known to produce high vibration levels (e.g., tracked vehicles, vibratory compaction, jackhammers, hoe rams, clam shovel drop, and vibratory roller, etc.) shall be submitted to the City by the contractor. This list shall be used to identify equipment and activities that would potentially generate substantial vibration and to define the level of effort for reducing vibration levels below the thres holds. • Smaller equipment (less than 18,000 pounds) shall be used near the property lines adjacent to sensitive buildings to minimize vibration levels to 0.3 in/sec PPV or less. For example, a smaller vibratory roller similar to a Caterpillar model CP433E vibratory compactor could be used when compacting materials within 20 Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 17  Packet Pg. 1115 of 1140  DRAFT 16 feet of the adjacent conventional building. The smaller equipment intended to implement this requirement shall be individually identified among the list of equipment required under the above condition as the subset of equipment allowed for use at the property lines. • Select demolition methods that do not involve large impact tools such as hoe - rams within 20 feet of the adjacent conventional building. Portable jackhammers, saws, or grinders shall be used to minimize impacts to the ground. • Avoid dropping heavy equipment and use alternative methods for breaking up existing pavement, such as a pavement grinder, instead of dropping heavy objects, within 20 feet of the adjacent conventional building. • Designate a Disturbance Coordinator responsible for registering and investigating claims of excessive vibration. The contact information for the responsible party shall be clearly posted on the construction site. 16. SITE MANAGEMENT PLAN. The project applicant shall retain a qualified environmental consultant, California Professional Geologist (PG) or California Professional Engineer (PE), to prepare a Site Management Plan (SMP) prior to construction. The SMP, or equiv alent document, will be prepared to address onsite handling and management of impacted soils, soil vapor, groundwater, or other impacted wastes, and reduce hazards to construction workers and offsite receptors during construction. The plan shall establish remedial measures and/or soil management practices to ensure construction worker safety, the health of future workers and visitors, and the off -site migration of contaminants from the project site. These measures and practices may include, but are not limited to: a. Stockpile management, including stormwater pollution prevention and the installation of BMPs b. Proper disposal procedures of contaminated materials c. Monitoring, reporting, and regulatory oversight notifications d. A health and safety plan for contractors working at the project site that addresses the safety and health hazards of each phase of site construction activities with the requirements and procedures for employee protection e. The health and safety plan will also outline proper soil handling procedures and health and safety requirements to minimize worker and public exposure to hazardous materials during construction. 17. TREE CANOPY REPLACEMENT. Replacement of the tree canopy for the two trees located along the Geng Road frontage of the project proposed to be removed is required in accordance with Chapter 8 of the municipal code and the City’s Tree Technical Manual. 18. REFUSE. All trash areas shall be covered and maintained in an orderly state within private garages to prevent water from entering into the garbage container. No outdoor storage is allowed/permitted except when brought out to the street for pickup as shown in the plan set. Trash areas shall be maintained in a manner to discourage illegal dumping. Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 18  Packet Pg. 1116 of 1140  DRAFT 17 19. BELOW MARKET RATE (BMR) HOUSING. This project is proposed as a Builder’s Remedy project, as defined in AB 1893, and is providing thirteen percent of the proposed units at prices affordable to lower income households. This also represents an alternative means of compliance with the City’s inclusionary housing requirement stated in Palo Alto Municipal Code Chapter 16.65. The applicant shall execute and record a BMR regulatory agreement in a form satisfactory to the City Attorney. The project shall conform to the approved regulatory agreement, which shall be recorded prior to issuance of building permit or final map, whichever occurs first. All BMR units constructed under this condition shall be in conformance with the City’s BMR Program rules and regulations, as modified by the concession granted pursuant to State Density Bonus Law regarding unit distribution . Failure to comply with the timing of this condition and any adopted BMR Program rules and regulations shall not waive its later enforcement. 20. FEDERAL AVIATION ADMINISTRATION NOTICE OF PROPOSED CONSTRUCTION. The applicant shall notify the Federal Aviation Administration (FAA) as required by FAR Part 77, Subpart B on FAA Form 7460-1, Notice of Proposed Construction or Alteration , for the proposed project including temporary construction equipment, such as cranes. A copy of the submitted form shall be submitted to the City of Palo Alto Planning Division as well as a copy of the FAA’s response to this form. 21. ESTIMATED IMPACT FEE. Development Impact Fees, currently estimated in the amount of $8,306,259.10 plus the applicable public art fee, per PAMC 16.61.040, prior to the issuance of the related building permit(s). Impact fees may be paid at occupancy in accordance with the requirements under PAMC 16.64.030. 22. IMPACT FEE 90-DAY PROTEST PERIOD. California Government Code Section 66020 provides that a project applicant who desires to protest the fees, dedications, reservations, or other exactions imposed on a development project must initiate the protest at the time the development project is approved or conditionally approved or within ninety (90) days after the date that fees, dedications, reser vations or exactions are imposed on the Project. Additionally, procedural requirements for protesting these development fees, dedications, reservations and exactions are set forth in Government Code Section 66020. IF YOU FAIL TO INITIATE A PROTEST WITHIN THE 90-DAY PERIOD OR FOLLOW THE PROTEST PROCEDURES DESCRIBED IN GOVERNMENT CODE SECTION 66020, YOU WILL BE BARRED FROM CHALLENGING THE VALIDITY OR REASONABLENESS OF THE FEES, DEDICATIONS, RESERVATIONS, AND EXACTIONS. If these requirements constitute fees, taxes, assessments, dedications, reservations, or other exactions as specified in Government Code Sections 66020(a) or 66021, this is to provide notification that, as of the date of this notice, the 90-day period has begun in which you may protest these requirements. This matter is subject to the California Code of Civil Procedures (CCP) Section 1094.5; the time by which judicial review must be sought is governed by CCP Section 1094.6 Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 19  Packet Pg. 1117 of 1140  DRAFT 18 23. ENTITLEMENT EXPIRATION. The project approval shall be valid for a period of two years from the date of issuance of the entitlement. If within such period, the proposed use of the site or the construction of buildings has not commenced, the Planning entitlement shall expire. Application for a one-year extension of this entitlement may be made prior to expiration. 24. FINAL INSPECTION. A Planning Division Final inspection will be required to determine substantial compliance with the approved plans prior to the scheduling of a Building Division final. Any revisions during the building process must be approved by Planning, including but not limited to; materials, landscaping and hard surface locations. Contact your Project Planner, Steven Switzer at Steven.Switzer@PaloAlto.gov to schedule this inspection. 25. INDEMNITY. To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice. PUBLIC ART 26. The applicant has selected to pay the public art in-leiu fee as an alternative to constructing public art on site. Prior to issuance of a building permit, the applicant shall pay the required in-lieu contribution to the Public Art Fund. The Public Art Program team will need to verify the Construction Valuation with an outside consultant. Contact the Public Art Program at the time you apply for Building permit to begin this verification process. All information and application materials may be found at paloalto.gov/public art under the Policies and Documents tab. In-lieu fees may be paid at occupancy in accordance with the requirements under PAMC 16.64.030. PUBLIC WORKS ENGINEERING 27. PUBLIC WORKS APPLICATIONS, FORMS, AND DOCUMENTS: Applicant shall be advised that most forms, applications, and informational documents related to Public Works Engineering conditions can be found at the following link: https://www.paloalto.gov/Departments/Public-Works/Engineering-Services/Forms-and- Permits 28. STREETWORK PERMIT: The applicant shall obtain a Streetwork Permit from the Department of Public Works for all public improvements. Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 20  Packet Pg. 1118 of 1140  DRAFT 19 29. UPGRADE OF EXISTING PUBLIC IMPROVEMENTS: As part of the plan review for improvements within the public right-of-way, any existing improvements to be re-used by the project, which are not to current City standards and are not specifically in these project conditions (such as streetlights, utility covers and lids, etc.), shall be upgraded to current City standards as required by the Director of Public Works and the Director of Utilities. 30. MODIFICATIONS TO EXISTING PUBLIC UTILITIES: The Developer is responsible for any changes or modifications to existing utilities, streets, and public infrastructure within or adjacent to the project site. This includes, but is not limited to, the relocation of utility facilities, conduits, or vaults required due to grade changes in the sidewalk area resulting from the development. 31. DAMAGE TO EXISTING PUBLIC IMPROVEMENTS: The Developer is responsible for repairing any damage to existing public improvements fronting or adjacent to the project site caused by construction, to the satisfaction of the Public Works Department. 32. EXISTING UTILITY ABANDONMENT AND/OR RELOCATION: The Developer is responsible for researching all existing utility lines to ensure there are no conflicts with the project. Any existing utility lines (public or private) or their appurtenances that conflict w ith the project or do not serve it must be capped, abandoned, removed, relocated, or disposed of to the satisfaction of the City. 33. RE-USE OF EXISTING STORM DRAINS: The re-use of existing City storm drain service lines and appurtenances is subject to City review and approval. The Developer’s contractor shall expose the existing storm drain facilities during construction for City inspec tion or provide video documentation of their condition. Any deficient facilities, as determined by Public Works, must be replaced by the Developer. 34. STORM DRAIN TRIBUTARY PATTERN: This project must follow the existing storm drain tributary pattern. Any deviations require additional analysis and approval by Public Works during building plan review. The project shall not negatively impact the drainage pattern for adjacent properties. 35. GRADING AND EXCAVATION PERMIT: A Grading Permit is required per PAMC Chapter 16.28. The permit application and all applicable documents (see Section H of application) shall be submitted to Public Works Engineering. Add the following note: “THIS GRADING PERMIT WILL ONLY AUTHORIZE GENERAL GRADING AND INSTALLATION OF THE STORM DRAIN SYSTEM. OTHER BUILDING AND UTILITY IMPROVEMENTS ARE SHOWN FOR REFERENCE INFORMATION ONLY AND ARE SUBJECT TO SEPARATE BUILDING PERMIT APPROVAL.” Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 21  Packet Pg. 1119 of 1140  DRAFT 20 36. ROUGH GRADING: provide a Rough Grading Plan for the work proposed as part of the Grading and Excavation Permit application. The Rough Grading Plans shall including the following: pad elevation, elevator pit elevation, ground monitoring wells, limits of ove r excavation, stockpile area of material, overall earthwork volumes (cut and fill), temporary shoring for any existing facilities, ramps for access, crane locations (if any), tree protection measures, etc. 37. CIVIL ENGINEER CERTIFICATION: Upon completion of the rough grading work and at the final completion of the work, applicant shall provide an as-graded grading plan prepared by the civil engineer that includes original ground surface elevations, as -graded ground surface elevations, lot drainage patterns and locations and elevations of all surface and subsurface drainage facilities. The civil engineer shall certify that the work was done in accordance with the final approved grading plan. 38. SOILS ENGINEER CERTIFICATION: Upon completion of the rough grading work and at the final completion of the work, applicant shall provide a soil grading report prepared by the soils engineer, including locations and elevation of field density tests, summari es of field and laboratory tests and other substantiating data, and comments on any changes made during grading and their effect on the recommendations made in the soils engineering investigation report. The soils engineer shall certify as to the adequacy of the site for the intended use. 39. DIRECT CONNECTIONS TO STORM DRAIN SYSTEM: If the project proposes to replace and/or add connections to the City maintained storm drain system, then the applicant may be responsible for improvements to the system. These improvements may include, but not limited to, upsizing the storm drain facility, replacing or adding City standard catch basins, pipes and manholes. THIS MAY INCLUDE REPLACING BRICK AND MORTAR MANHOLES. The extent of required improvements will be at the public works staff discretion and shal l be consistent with Storm Drain Master Plan and Public Works Construction Standards. Any work on the city's storm drain systems requires permits and inspection by Public Works inspectors. 40. CCTV OF STORM DRAIN SYSTEM: Post construction the applicant may be required to provide CCTV inspection of the City’s storm drain facilities to verify that any lines were not broken, cracked or damaged during construction. The video shall be high resolution and done by professional who is familiar with the process and meticulous. A CCTV inspection video is required for new storm drain connection (s) to verify proper connections were made into the City’s system and that no construction material was left behind. Videos of storm drain system may also be required where construction occurred less than 5-ft from the city’s storm drain system. Videos shall be provided from structure to structure, such as manhole to manhole. Contractor may want to conduct their own i nspection in advance of construction to verify the existing pipe integrity. If existing damages are located, they shall be reported to Public Works inspectors prior to the start of construction. If not reported, Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 22  Packet Pg. 1120 of 1140  DRAFT 21 the contractor may be responsible to restore the pipe segment as determined by Public Works prior to final. 41. GEOTECHNICAL ENGINEER STATEMENT: The grading plans shall include the following statement signed and sealed by the Geotechnical Engineer of Record: “THIS PLAN HAS BEEN REVIEWED AND FOUND TO BE IN GENERAL CONFORMANCE WITH THE INTENT AND PURPOSE OF THE GEOTECHNICAL REPORT”. 42. SWPPP: This proposed development will disturb more than one acre of land. Accordingly, the applicant shall apply for coverage under the State Water Resources Control Board’s (SWRCB) NPDES general permit for storm water discharge associated with constructi on activity. A Notice of Intent (NOI) shall be filed for this project with the SWRCB in order to obtain coverage under the permit. The General Permit requires the applicant to prepare and implement a Storm Water Pollution Prevention Plan (SWPPP). The a pplicant is required to submit two copies of the NOI and the draft SWPPP to the Public Works Department for review and approval prior to issuance of the building permit. The SWPPP should include both permanent, post-development project design features and temporary measures employed during construction. 43. FLOOD ZONE: This project is in a FEMA Special Flood Hazard Area and shall comply with the requirements in Palo Alto Municipal Code Chapter 16.52 and the California Residential Code Section 322 (CRC 322). 44. CLOMR: Evidence that this document has been executed shall be provided prior to building permit issuance. 45. ENCROACHMENT PERMIT: Prior to any work in the public right -of-way, the applicant shall obtain an encroachment permit from the Public Works Department for any work that encroaches onto the City right-of-way. 46. LOGISTICS PLAN: A construction logistics plan shall be provided addressing all impacts to the public including, at a minimum: work hours, noticing of affected businesses, bus stop relocations, construction signage, dust control, noise control, storm water pollution prevention, job trailer, contractors’ parking, truck routes, staging, concrete pours, crane lifts, scaffolding, materials storage, pedestrian safety, and traffic control. All truck routes shall conform to the City of Palo Alto’s Trucks and Truck Route Ordinance, Chapter 10.48, and the route map. NOTE: Some items/tasks on the logistics plan may require an encroachment permit. 47. STORMWATER POLLUTION PREVENTION: All improvement plan sets shall include the “Pollution Prevention – It’s Part of the Plan” sheet. Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 23  Packet Pg. 1121 of 1140  DRAFT 22 48. C.3 THIRD-PARTY CERTIFICATION: Applicant shall provide certification from a qualified third-party reviewer that the proposed permanent storm water pollution prevention measures comply with the requirements of Provision C.3 and Palo Alto Municipal Code Chapter 16.11. Submit the following: a. Provide a stamped and signed C.3 data form (April 2024 version) from SCVURPPP. https://scvurppp.org/2024/09/19/provision-c-3-data-form-2024/ b. Final stamped and signed letter confirming which documents were reviewed and that the project complies with Provision C.3 and PAMC 16.11. 49. C.3 STORMWATER AGREEMENT: The applicant shall enter into a Stormwater Maintenance Agreement with the City to guarantee the ongoing maintenance of the permanent storm water pollution prevention measures. The City will inspect the treatment measures yearly and charge an inspection fee. The agreement shall be executed by the applicant team prior to building permit final. 50. C.3 FINAL THIRD PARTY CERTIFICATION PRIOR TO OCCUPANCY: Within 45 days of the installation of the required storm water treatment measures and prior to the issuance of an occupancy permit for the building, the third-party reviewer shall submit to the City a certification verifying that all the permanent storm water pollution prevention measures were installed in accordance with the approved plans. WASTE-GAS-WATER UTILITIES PRIOR TO ISSUANCE OF DEMOLITION PERMIT 51. The applicant shall submit a request to disconnect utility services and remove meters. The utilities demo is to be processed within 10 working days after receipt of the request. The demolition permit will be issued by the building inspection division after all utility services and/or meters have been disconnected and removed. 52. The applicant shall submit a completed water-gas-wastewater service connection application - load sheet for the City of Palo Alto Utilities. The applicant must provide all the information requested for utility service demands (water in fixture units/g.p.m., gas in b.t.u.h, and sewer in fixture units/g.p.d.). The applicant shall provide the existing (prior) loads, the new loads, and the combined/total loads (the new loads plus any existing loads to remain). 53. The applicant shall submit improvement plans for utility construction. The plans must show the size and location of all underground utilities within the development and the public right of way including meters, backflow preventers, fire service requirement s, sewer mains, sewer cleanouts, sewer lift stations, and any other required utilities. Plans for new wastewater laterals and mains need to include new wastewater pipe profiles showing existing potentially conflicting utilities especially storm drain pipes , electric and communication duct banks. Existing duct banks need to be daylighted by potholing to the bottom of the duct bank to verify cross section prior to plan approval and starting lateral Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 24  Packet Pg. 1122 of 1140  DRAFT 23 installation. Plans for new storm drain mains and laterals need to include profiles showing existing potential conflicts with sewer, water, and gas. 54. The applicant must show on the site plan the existence of any auxiliary water supply, (i.e. water well, gray water, recycled water, rain catchment, water storage tank, etc). 55. The applicant shall be responsible for installing and upgrading the existing utility mains and/or services, laterals as necessary to handle anticipated peak loads. This responsibility includes all costs associated with the design and construction for the installation/upgrade of the utility mains and/or services/laterals. 56. An approved reduced pressure principle assembly (RPPA backflow preventer device) is required for all existing and new water connections from Palo Alto Utilities to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. The RPPA shall be installed on the owner's property and directly behind the water meter within 5 feet of the property line. RPPA's for domestic service shall be lead free. Show the location of the RPPA on the plans. 57. An approved reduced pressure detector assembly (RPDA backflow preventer device, STD. WD-12A or STD. WD-12B) is required for all existing and new fire water connections from Palo Alto Utilities to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. The RPDA shall be installed on the owner's property and directly behind the City owned meter, within 5' (feet) of the property line or City Right of Way. 58. All backflow preventer devices shall be approved by the WGW engineering division. Inspection by the city inspector is required for the supply pipe between the meter and the assembly. 59. The applicant shall pay the capacity fees and connection fees associated with new utility service/s or added demand on existing services. The approved relocation of services, meters, hydrants, or other facilities will be performed at the cost of the perso n/entity requesting the relocation. 60. If a new water service line installation for fire system usage is required. Show the location of the new water service on the plans. The applicant shall provide to the engineering department a copy of the plans for fire system including all fire departme nt's requirements. 61. Each unit or building shall have its own water meter and gas meter shown on the plans. Each parcel shall have its own water and gas service and sewer lateral connection shown on the plans. Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 25  Packet Pg. 1123 of 1140  DRAFT 24 62. A sewer lateral per lot is required. Show the location of the new sewer lateral on the plans. A profile of the sewer lateral is required showing any possible conflicts with storm, electric/communications ductbanks or other utilities. 63. All existing water, gas, and wastewater services/laterals that will not be reused shall be abandoned at the main per the latest WGW utilities standards. 64. Utility vaults, transformers, utility cabinets, concrete bases, or other structures cannot be placed over existing water, gas, or wastewater mains/services. Maintain 1' horizontal clear separation from the vault/cabinet/concrete base to existing utilities as found in the field. If there is a conflict with existing utilities, Cabinets/vaults/bases shall be relocated from the plan location as needed to meet field conditions. Trees may not be planted within 10 feet of existing water, gas, and wastewater mains /laterals/water services/or meters. New water or wastewater services/laterals/meters may not be installed within 10' of existing trees unless otherwise approved by water, gas, and wastewater utilities and Urban Forestry. Maintain 10' between new trees and new water and wastewater services/laterals/meters unless otherwise approved by water, gas, and wastewater utilities and Urban Forestry. If 10’ separation is not feasible, project will utilize root barrier protection and maintain 5’ of separation between trees and water and wastewater services/laterals/meters. If any tree shown on the planting plan cannot satisfy the required separation distances, and the Water, Gas, and Wastewater utilities and Urban Forestry do not approve a reduced separation standard that would accommodate the proposed planting, the Project shall not be required to plant that tree, provided that the total number of replacement trees otherwise meets the requirements of Palo Alto Municipal Code Chapter 8.10. The following requirements apply for the offsite improvements of the City of Palo Alto water distribution system (including but not limited to water main, meter, hydrant, services, etc.): 65. Third-Party Beneficiary: the City of Palo Alto shall be a Third-Party Beneficiary of this Project. 66. Before building application approval, developer must prepare a hydraulic model of the planned drinking water utility improvements, and the developer shall complete the water system planning review application and submit to CPAU WGW development services group. 67. Before building application approval, the developer must submit detailed design plans for the new public water main on street B shown on the preliminary utility plan dated September 26, 2025 to the City of Palo Alto Utilities (CPAU) for review and approval . Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 26  Packet Pg. 1124 of 1140  DRAFT 25 68. Before building application approval, design plans must adhere to CPAU standards, guidelines, and revision comments set forth by the CPAU WGW Engineering Division. Incorporate CPAU’s design comments into revised plans and resubmit for final approval. 69. Before building application approval, develop and submit for approval a phasing plan detailing construction of the new public water main, and abandonment of the existing public water main located in the existing easement adjacent to the Baylands Athletic Center. Phasing plan shall include work activities for abandonments, maintaining water service, and protection of public water mains. 70. The existing public water main located in the existing easement adjacent to the Baylands Athletic Center provides critical water flow and fire flow to the nearby City water distribution network. A public water main with the existing capacity shall always be in service during all phases of construction. 71. Permittee/Contractor warranty and “Guarantee to Repair Period a. In addition to the guarantee to repair referenced below and any specific warranty mentioned in the Project specifications, Permittee’s Contractor warrants that all materials and equipment used in or incorporated into the Project will be of good quality, new and free of liens, Claims and security interests of third parties; that all labor, installation, materials and equipment used or incorporated into the Project will be of good quality and free from defects; and that the Project will conform with the requirements of the Permit Documents and Applicable Code Requirements. If required, Permittee/Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. Manufactured items installed in the Project and not specifically covered in the Contract Documents are to be installed in strict accordance with manufacturers' current printed instructions. b. The Guarantee to Repair Period will commence upon the first dates of actual occupancy or use of portions of the Project, as reflected in the City's final notice of acceptance. c. City of Palo Alto “Guarantee to Repair Period”: Permittee/Contractor shall: i. Correct defective work that becomes apparent during the progress of the work or during the Guarantee to Repair Period (one year from the City's Final Notice of Acceptance); and ii. Replace, repair, or restore to City's satisfaction any other parts of the work and any other real or personal property which is damaged or destroyed as a result of defective work or the correction of defective work, without any expense whatsoever to City. City will give notice of observed defective work with reasonable promptness to the Permittee/Contractor, and Permittee/Contractor shall promptly commence such correction, replacement, repair or restoration upon notice from City, but in no case later than seven (7) Days after receipt of such notice. The Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 27  Packet Pg. 1125 of 1140  DRAFT 26 Permittee/Contractor shall diligently and continuously prosecute such correction to completion. The Permittee/Contractor shall bear all costs of such correction, replacement, repair, or restoration and all losses resulting from such defective work, including additional testing, inspection and compensation for City's services and expenses. The Permittee/Contractor shall perform corrective work at such times that are acceptable to City and in such a manner as to avoid disruption, to the extent practicable. Ordinary wear and tear, unusual abuse, or neglect are excepted from this guarantee. Permittee/Contractor shall notify City upon completion of repairs. The Insurance requirements from the City's Street Work Permit will apply throughout the Permittee/Contractors Guarantee to Repair period. PUBLIC WORKS ELECTRIC UTILITIES 72. UTILITY EASEMENT REQUIRED. Prior to energization, a public utility easement is required to provide access to the proposed transformers. This can either be provided through separate instrument and documented on the tentative and final map or dedicated through the tentative and final map process. 73. UTILITIES APPLICATION. Changes to existing electric utilities equipment on site, such as the transformer, will require a utilities application. Submit a utilities application and obtain City of Palo Alto Utilities Electrical Engineering approval for the modifications to the electrical system. 74. UTILITY DISCONNECT. The applicant shall submit a request to disconnect all existing utility services proposed for removal, including a signed affidavit of vacancy, on the form provided by the Building Inspection Division. Utilities will be disconnected or removed within 10 working days after receipt of request. The demolition permit will be issued after all utility services and/or meters have been disconnected and, as applicable, removed. 75. UTILITIES SHOWN ON LANDSCAPE PLANS. All utility meters, lines, transformers, backflow preventers, and any other required equipment shall be shown on the landscape and irrigation plans and shall show that no conflict will occur between the utilities and landscape materials. In addition, all aboveground equipment shall be screened in a manner that is consistent with the building design and setback requirements. 76. PERMIT. Contractors and developers shall obtain permit from the Department of Public Works before digging in the street right-of-way. This includes sidewalks, driveways and planter strips. 77. UNDERGROUND SERVICES ALERT. At least 48 hours prior to starting any excavation, the customer must call Underground Service Alert (USA) at 1-800-227-2600 to have existing underground utilities located and marked. The areas to be checked for underground faci lity Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 28  Packet Pg. 1126 of 1140  DRAFT 27 marking shall be delineated with white paint. All USA markings shall be removed by the customer or contractor when construction is complete. 78. CITY STANDARDS. All new underground conduits and substructures shall be installed per City standards and shall be inspected by the Electrical Underground Inspector before backfilling. PUBLIC WORKS ZERO WASTE 79. REQUIRED DECONSTRUCTION. In conformance with PAMC 5.24, deconstruction and source separation are required for all residential and commercial projects where structures (other than a garage or ADU) are being completely removed, demolition is no longer allowe d. Deconstruction takes longer than traditional demolition, it is important to plan ahead. For more information, visit www.paloalto.gov/deconstruction. 80. SALVAGE SURVEY FOR REUSE. A Salvage Survey is required for deconstruction permit applications. The survey shall be conducted by a City approved reuse vendor. The survey submittal shall include an itemized list of materials that are salvageable for reuse fr om the project. The applicant shall source separate and deliver materials for reuse. Certification is required indicating that all materials identified in the survey are properly salvaged. Contact The ReUse People to schedule this FREE survey by phone (888) 588-9490 or e-mail info@thereusepeople.org. More information can be found at www.TheReusePeople.org. Please upload a completed copy to the deconstruction permit. 81. SOURCE SEPARATION FOR RECYCLING. The applicant shall source separate deconstruction materials into specific categories for recycling. Additional staging areas for source separated materials will need to be considered. All materials shall be delivered to one of the City approved materials recovery facilities listed in Green Halo, all records shall be uploaded to www.greenhalosystems.com. For more information, refer to www.paloalto.gov/deconstruction. PUBLIC WORKS WATER QUALITY PRIOR TO THE ISSUANCE OF ANY BUILDING PERMIT: 82. Stormwater treatment measures: a. All Bay Area Municipal Regional Stormwater Permit requirements shall be followed. b. Refer to the Santa Clara Valley Urban Runoff Pollution Prevention Program C.3 Handbook (download here: http://scvurppp-w2k.com/c3_handbook.shtml) for details. 83. Stormwater quality protection: a. Temporary and permanent waste, compost and recycling containers shall be covered to prohibit fly-away trash and having rainwater enter the containers. b. Drain downspouts to landscaping (outward from building as needed). Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 29  Packet Pg. 1127 of 1140  DRAFT 28 c. PAMC 16.09.180(b)(5) Condensate from HVAC -Condensate lines shall not be connected or allowed to drain to the storm drain system. Drain HVAC fluids from roofs and other areas to landscaping. d. Offsite downgrade storm drain inlets shall also be identified on this plan set and protected. If City staff removes protection from an inlet in the ROW during a rain event, the contractor shall replace the inlet protection by the end of the following business day. PUBLIC WORKS URBAN FORESTRY 84. URBAN FORESTRY STANDARD CONDITIONS: In addition to any project specific Urban Forestry Conditions of Approval listed here, the Urban Forestry Standard Conditions listed on the T-1 Sheet Set included in the plans for this project still apply. 85. MODEL WATER EFFICIENT LANDSCAPE ORDINANCE (MWELO): During the permit phase of the project, applicant must provide all components of an MWELO submission for review. Please see the document titled “Model Water Efficient Landscape Ordinance (MWELO) Compliance Submittals and Guidelines” (https://paloalto.gov/civicax/filebank/documents/76159) to determine the specific submission requirements for the project scope. Please follow the instructions in the above document when submitting your MWELO package as part of the permit application and plan set. 86. TREE PROTECTION COMPLIANCE: The owner and contractor shall implement all tree protection, tree inspection schedules, design recommendations, construction impact mitigation measures, and construction scheduling as stated in the Preliminary Arborist Report by Hort Science Bartlett Consulting dated August 2025 and any standard measures listed in the T-1 Sheet Set, and is subject to code compliance action pursuant to PAMC 8.10.080. The required protective fencing shall remain in place until final landscaping and inspection of the project. 87. PROJECT ARBORIST REQUIRED: The property owner or contractor shall hire a designated arborist to ensure the project conforms to all Planning and Urban Forestry conditions related to landscaping/trees. The project arborist must be included in a mandatory preconstruction meeting and be present during any rough grading and trenching activities occurring within 10-feet of a Tree Protection Zone, and for any approved activities inside a Tree Protection Zone. 88. PROJECT ARBORIST CERTIFICATION FORM REQUIRED: During the building permit phase, the project arborist must submit an online form [https://us.openforms.com/Form/2262bf1ac26f-4c04-8daa-15dbd9c8e08e] certifying that they have reviewed the building permit plan set with regards to trees as well as any Urban Forestry Conditions of Approval, and that all requirements have been met. The letter also Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 30  Packet Pg. 1128 of 1140  DRAFT 29 confirms that any required site monitoring inspections and reporting have been arranged in advance with the contractor or owner. Project Arborist Certification Forms should be included as supporting documents when submitting an application for a building permit that required prior approval through Planning (See Project Arborist Certification Form, TLTM Section 5.03.5). 89. MONTHLY ARBORIST INSPECTIONS REQUIRED: The project arborist shall perform monthly inspections to monitor changing conditions and tree health. The Urban Forester shall be in receipt of an inspection summary during the first week of each calendar month or, immediately if there are any changes to the approved plans or protection measures. Reports should be submitted via the online form [https://us.openforms.com/Form/ca5003f1-6836-4789-b534-b4dff1d457b1] (see Tree Monitoring Reports, TLTM Section 5.03.6). 90. ONSITE TREE REMOVAL AUTHORIZATION AND REQUIRED REPLACEMENT. The Project is authorized to remove up to 218 trees. This project approval incorporates a Tree Removal Permit for removal of these trees. The Project shall replace the removed trees by planting approximately 648 trees total. Replacement planting shall be provided in compliance with Palo Alto Municipal Code Chapter 8.10 (Tree and Landscape Preservation and Management). At least 50 percent of the replacement trees shall be California native species. The final replacement species mix, tree sizes, and planting locations shall be subject to review and approval by the Planning Division and Urban Forestry prior to issuance of building permits. 91. OFFSITE TREE REMOVAL AUTHORIZATION AND REQUIRED REPLACEMENT. The project is authorized to remove two protected offsite street trees, as shown on the Plans. This project approval incorporates a Tree Removal Permit for removal of these trees. 92. REQUIRED STREET TREES: Based on plans submitted with this application, a minimum of five (5) new street trees will be required. These trees must be a minimum of 24” Box size and be planted per City of Palo Alto Standard Drawings 603 or 604 depending on planting locations. Irrigation to new street trees is required per City of Palo Alto Standard Drawings 510 or 513 depending on planting locations. 93. CITY TREE REMOVAL REQUIREMENTS. The City adopted Ordinance No. ____ authorizing and approving a process to remove certain City-owned eucalyptus trees at/near the Baylands Athletic Center (“City Trees”) if impacted by Project grading, and requiring the Appl icant to comply with certain monitoring and reporting requirements, and pay a tree -replacement contribution to fund replacement plantings, as set forth below. a. UPDATED ARBORIST REPORT PRIOR TO GRADING PERMIT. In connection with submittal of Project grading permit application(s) involving work along the shared boundary with the Baylands Athletic Center, the Applicant shall submit to Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 31  Packet Pg. 1129 of 1140  DRAFT 30 the City’s Urban Forestry Section (“Urban Forestry”) an updated arborist report prepared by a certified arborist identifying any City Trees located on the Baylands Athletic Center property that must be removed to facilitate grading or site access. Upon application to and review by Urban Forestry, Urban Forestry shall issue a Tree Removal Permit under PAMC section 8.04.040 for those City Trees identified where the Tree Protection Zone is so impacted that the tree will be prone to become unstable or unlikely to survive and otherwise in compliance with the requirements in PAMC Ch. 8.04. The scope of Urban Forestry’s review shall be limited to making this determination. Applicant shall be responsible for removal of the City Tree(s) to be removed. Applicant shal l notify Urban Forestry at least 14 calendar days in advance of any scheduled tree removals. b. MONITORING AND REPORTING OF REMAINING TREES. During grading activities, the Applicant shall retain a licensed arborist to be present for any excavation work within the Tree Protection Zones of any City Tree. During active grading work, the arborist shall conduct monthly inspections of the remaining C ity Trees. Upon completion of grading, the arborist shall conduct quarterly inspections of the remaining City Trees for the duration of Project construction. The purpose of such inspections shall be to assess City Tree health and identify any City Trees that either (a) pose an imminent hazard to public health or safety, or (b) are unlikely to survive as a result of grading impacts. For City Trees that pose an imminent hazard to public health or safety, Applicant shall notify Urban Forestry (including its on-call staff if after hours) and shall remove the tree after receiving a Tree Removal Permit or other City authorization, including over -the-phone approval for emergency issues. For any City Tree that is unlikely to survive as a result of grading impacts, Applicant shall remove any such City Tree following application and issuance of a Tree Removal Permit by Urban Forestry. Applicant shall notify Urban Forestry at least 14 calendar days in advance of any such tree removal. c. TREE REPLACEMENT CONTRIBUTION. Prior to issuance of a Certificate of Occupancy for the Project, the Applicant shall remit to the City payment for replacement of the City Trees (the “Tree Replacement Contribution”). The Tree Replacement Contribution shall be calculated based on the canopy width of the City Trees that were removed using Table 3-1 of the City of Palo Alto’s Tree Technical Manual. The canopy width of the City Trees shall be based on the canopy width as measured in the Arborist Report described in Recital E. The Tree Replacement Contribution shall be $1,250 per each 24” box tree required. Urban Forestry Section and Parks Golf and Open Space shall use these funds to plant and establish replacement trees on the BAC property. Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 32  Packet Pg. 1130 of 1140  DRAFT 31 SECTION 10. Conditions of Approval Conditional Use Permit. Planning 1. CONFORMANCE WITH PLANS. The use of the site shall include up to 145 residential units in accordance with the approved plans entitled, "2100-2400 Geng Road, Palo Alto, CA” stamped as received by the City on January 30, 2026 , on file with the Planning Department, 250 Hamilton Avenue, Palo Alto, California except as modified by these conditions of approval. 2. NUISANCES AND NOISE. Noise levels shall not exceed the maximum level established in the PAMC Chapter 9.10. 3. LIGHTING. The owner or designee shall ensure that lighting is the minimum necessary and shielded downward to avoid light spillover as shown in the approved plan set . 4. COMMON AREA LIGHTING. Light fixtures shall come on at dusk and off at dawn. Lighting shall have continuous dimming capability to maintain design footcandles when areas are occupied or not. 5. REVOCATION OF APPROVAL. The director may issue a notice of noncompliance for any failure to comply with any condition of this permit approval, or when a use conducted pursuant to a Conditional Use Permit is being conducted in a manner detrimental to the public health, safety, and welfare. 6. INDEMNITY. To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice. 7. FINAL INSPECTION. A Planning Division Final inspection will be required to determine substantial compliance with the approved plans prior to the scheduling of a Building Division final. Any revisions during the building process must be approved by Planning , including but not limited to; materials, landscaping and hard surface locations. Contact your Project Planner, Steven Switzer at steven.switzer@paloalto.gov to schedule this inspection. Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 33  Packet Pg. 1131 of 1140  DRAFT 32 SECTION 11. Conditions of Approval Vesting Tentative Map. Planning 1. PROJECT PLANS. The Vesting Tentative Map submitted for review and approval by the City Council shall be in substantial conformance with the Vesting Tentative Map titled “Vesting Tentative Map 2100-2400 Geng Road For Condominium Purposes City of Palo Alto, California”, prepared by CBG Civil Engineers and submitted January 30, 2026, except as modified to incorporate the conditions of this approval. 2. FINAL MAP COVER PAGE. At such time as the Final Map is filed, the cover page shall include the name and title of the Director of Planning and Development Services. 3. STANDARD CC&R REQUIREMENTS. Section 16.38 of Palo Alto’s Municipal Code provides that all condominium and other “community housing projects” shall submit Covenants, Conditions and Restrictions (CC&R’s) to the City Attorney for approval before issuance of the Final Map. The City Attorney has developed the following standard covenants which shall be included in all CC&R’s. a. PROPERTY SHALL COMPLY WITH CITY ZONING ORDINANCES. The property, including all common areas within the property, shall at all times comply with the City’s Zoning Code and shall not be used for any purpose other than as permitted in the City Zoning Code. b. MODIFICATIONS TO PROPERTY. Any alterations, modifications , or other improvements to the property shall comply with all applicable City Codes. c. MAINTENANCE AND LANDSCAPING OF COMMON AREAS. The Association is responsible for maintenance and landscaping of all parts of the community housing project which are held in common and such maintenance shall be performed to the standard of maintenance prevalent in the neighborhood. (See PAMC Section 16.38.030(a)). d. TERMINATION OF MANAGER OR MAINTENANCE CONTRACTS. The association may terminate the contract of any person or organization engaged by the developer to perform management or maintenance duties three months after the association assumes control of the communi ty housing project or any time thereafter. (See PAMC Section 16.38.030(b).) e. PROTECTION OF STORM WATER FACILITIES. Neither the association, its residents, nor their agents, employees, representatives, invitees, licensees, Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 34  Packet Pg. 1132 of 1140  DRAFT 33 customers, or contractors shall alter or modify any storm water facilities in any way including but not limited to placing, maintaining, constructing, or planting any improvements, landscaping or other items, including without limitation decks, stairs, walls, irrigation systems, trees, or any vegetation on any storm water facilities. f. TRASH DISPOSAL AND RECYCLING AREAS SHALL COMPLY WITH CITY ORDINANCES. All trash disposal and recycling areas shall be kept in a clean and sanitary condition and shall comply with all applicable City Ordinances. g. PROHIBITION AGAINST AIR AND WATER POLLUTION. Neither the association, its residents, nor their agents, employees, representatives, invitees, licensees, customers, or contractors shall use the property in any way which emits pollution into the atmosphere in excess of environmental standards set forth by City, State, and Federal laws, ordinances, and regulations. Neither the association, its residents, nor their agents, employees, representatives, invitees, licensees, customers, or contractors shall discharge garbage, trash, waste, or any other substance or materials of any kind into any private or public sewer or waterway on the property in violation of any regulations of any private or public body having jurisdiction over such matters. h. AMENDMENTS TO ORGANIZATION DOCUMENTS REQUIRE CITY APPROVAL. Any amendments or modifications to the organizational documents shall be submitted to the city attorney for approval. No amendment or modification to the organizational documents shall be effective without prior written consent of the city attorney. i. CITY’S RIGHT TO ENFORCE COVENANTS AND RESTRICTIONS. The City is hereby granted the right, but in no event the duty, to enforce the covenants and restrictions set forth in this section of the organizational documents. The association shall recognize that it has the primary responsibility for enforcement of the organizational documents and unequivocally guarantees to institute and expeditiously prosecute any required legal action to obtain compliance with all provisions set forth in the organizational documents. j. NO WAIVER OF CITY’S RIGHTS. No failure of the City to enforce any of the covenants or restrictions contained in the organizational documents will in any event render them ineffective. k. CITY’S REMEDIES TO CURE A BREACH OR VIOLATION. Remedies available to the City to cure any breach or violation of the organizational documents shall be cumulative to any other provisions of law. The City’s failure to exercise Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 35  Packet Pg. 1133 of 1140  DRAFT 34 any remedy provided for in the organizational documents shall not, under any circumstances, be construed as a waiver of the remedy. l. SEVERABILITY. Invalidation of any one of the City’s required covenants or restrictions by judgment or court order shall in no way affect any other provisions which shall remain in full force and effect. 4. ADDITIONAL CC&R REQUIREMENT. The CC&Rs shall also include a provision that dictates the responsibilities of residents for the trash pickup for the townhomes as shown in the approved plan set. 5. AVIGATION EASEMENT. Dedication of an avigation easement to the County of Santa Clara shall be required prior to building permit issuance. All such easements shall be similar to that shown as Exhibit 1 in Appendix A of the Palo Alto Airport Comprehensive Land Use Plan (CLUP). https://plandev.santaclaracounty.gov/hearings-and-committees/airport-land-use- commission 6. AVIGATION DEED NOTICE. Prior to building permit issuance a deed notice shall be required to be recorded with the County Clerk -Recorder disclosing that the property is subject to routine overflights and associated noise and other impacts by aircraft operating at a nearby airport. The deed notice shall be similar to that shown in Exhibit 2 in Appendix A of the Palo Alto Airport Comprehensive Land Use Plan (CLUP). https://plandev.santaclaracounty.gov/hearings-and-committees/airport-land-use- commission 7. DEVELOPMENT IMPACT FEES. The Property Owner or their designee shall pay all applicable development impact fees associated with the proposed development and subdivision, as detailed in the Site and Design Approval Conditions. At the time of the final map. parkland dedication in-lieu fees shall be required to be paid or may be deferred to occupancy in accordance with the requirements under PAMC 16.64.030. 8. INDEMNITY. To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of t he litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice. Public Works Engineering Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 36  Packet Pg. 1134 of 1140  DRAFT 35 9. PUBLIC WORKS APPLICATIONS, FORMS, AND DOCUMENTS: Applicant shall be advised that most forms, applications, and informational documents related to Public Works Engineering conditions can be found at the following link: https://www.paloalto.gov/Departments/Public-Works/Engineering-Services/Forms-and- Permits 10. SUBDIVISION IMPROVEMENT AGREEMENT: The applicant shall execute a Subdivision Improvement Agreement and provide improvement securities (Bonds) for all proposed public improvements. THE AGREEMENT SHALL BE EXECUTED PRIOR TO MAP RECORDATION OR ISSUANCE OF ANY PERMITS FOR CONSTRUCTION, ONSITE AND OFFSITE. ADVISORY -- The applicant shall provide a detailed itemized stamped and signed engineer's estimate for all off -site public improvements which will be reviewed to determine the security amount. 11. FINAL MAP: This project is subject to, and contingent upon the approval of a tentative map and recordation of a Final Map. The submittal, approval and recordation of the Map shall be in accordance with the provisions of the California Subdivision Map Act and Palo Alto Municipal Code Title 21 Subdivision requirements. All existing and proposed property lines, easements, dedications shown on the tentative map are subject to City’s technical review and staff approval during the map process prior to issuance of any construction permits. 12. STREETWORK PERMIT: The applicant shall obtain a Streetwork Permit from the Department of Public Works for all public improvements. 13. UPGRADE OF EXISTING PUBLIC IMPROVEMENTS: As part of the plan review for improvements within the public right-of-way, any existing improvements to be re-used by the project, which are not to current City standards and are not specifically in these project conditions (such as streetlights, utility covers and lids, etc.), shall be upgraded to current City standards as required by the Director of Public Works and the Director of Utilities. 14. MODIFICATIONS TO EXISTING PUBLIC UTILITIES: The Developer is responsible for any changes or modifications to existing utilities, streets, and public infrastructure within or adjacent to the project site. This includes, but is not limited to, the relocation of utility facilities, conduits, or vaults required due to grade changes in the sidewalk area resulting from the development. 15. DAMAGE TO EXISTING PUBLIC IMPROVEMENTS: The Developer is responsible for repairing any damage to existing public improvements fronting or adjacent to the project site caused by construction, to the satisfaction of the Public Works Department. Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 37  Packet Pg. 1135 of 1140  DRAFT 36 16. EXISTING UTILITY ABANDONMENT AND/OR RELOCATION: The Developer is responsible for researching all existing utility lines to ensure there are no conflicts with the project. Any existing utility lines (public or private) or their appurtenances that conflict w ith the project or do not serve it must be capped, abandoned, removed, relocated, or disposed of to the satisfaction of the City. 17. RE-USE OF EXISTING STORM DRAINS: The re-use of existing City storm drain service lines and appurtenances is subject to City review and approval. The Developer’s contractor shall expose the existing storm drain facilities during construction for City inspec tion or provide video documentation of their condition. Any deficient facilities, as determined by Public Works, must be replaced by the Developer. 18. STORM DRAIN TRIBUTARY PATTERN: This project must follow the existing storm drain tributary pattern. Any deviations require additional analysis and approval by Public Works during plan review. The project shall not negatively impact the drainage pattern for adjacent properties. 19. GRADING AND EXCAVATION PERMIT: A Grading Permit is required per PAMC Chapter 16.28. The permit application and all applicable documents (see Section H of application) shall be submitted to Public Works Engineering. Add the following note: “THIS GRADING PERMIT WILL ONLY AUTHORIZE GENERAL GRADING AND INSTALLATION OF THE STORM DRAIN SYSTEM. OTHER BUILDING AND UTILITY IMPROVEMENTS ARE SHOWN FOR REFERENCE INFORMATION ONLY AND ARE SUBJECT TO SEPARATE BUILDING PERMIT APPROVAL.” 20. ROUGH GRADING: provide a Rough Grading Plan for the work proposed as part of the Grading and Excavation Permit application. The Rough Grading Plans shall including the following: pad elevation, elevator pit elevation, ground monitoring wells, limits of ove r excavation, stockpile area of material, overall earthwork volumes (cut and fill), temporary shoring for any existing facilities, ramps for access, crane locations (if any), tree protection measures, etc. 21. CIVIL ENGINEER CERTIFICATION: Upon completion of the rough grading work and at the final completion of the work, applicant shall provide an as-graded grading plan prepared by the civil engineer that includes original ground surface elevations, as -graded ground surface elevations, lot drainage patterns and locations and elevations of all surface and subsurface drainage facilities. The civil engineer shall certify that the work was done in accordance with the final approved grading plan. 22. SOILS ENGINEER CERTIFICATION: Upon completion of the rough grading work and at the final completion of the work, applicant shall provide a soil grading report prepared by the soils engineer, including locations and elevation of field density tests, summari es of field and laboratory tests and other substantiating data, and comments on any changes Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 38  Packet Pg. 1136 of 1140  DRAFT 37 made during grading and their effect on the recommendations made in the soils engineering investigation report. The soils engineer shall certify as to the adequacy of the site for the intended use. 23. DIRECT CONNECTIONS TO STORM DRAIN SYSTEM: If the project proposes to replace and/or add connections to the City maintained storm drain system, then the applicant may be responsible for improvements to the system. These improvements may include, but not limited to, upsizing the storm drain facility, replacing or adding City standard catch basins, pipes and manholes. THIS MAY INCLUDE REPLACING BRICK AND MORTAR MANHOLES. The extent of required improvements will be at the public works staff discretion and shall be consistent with Storm Drain Master Plan and Public Works Construction Standards. Any work on the city's storm drain systems requires permits and inspection by Public Works inspectors. 24. CCTV OF STORM DRAIN SYSTEM: Post construction the applicant may be required to provide CCTV inspection of the City’s storm drain facilities to verify that any lines were not broken, cracked or damaged during construction. The video shall be high resolution and done by professional who is familiar with the process and meticulous. A CCTV inspection video is required for new storm drain connection (s) to verify proper connections were made into the City’s system and that no construction material was left behind. Videos of storm drain system may also be required where construction occurred less than 5-ft from the city’s storm drain system. Videos shall be provided from structure to structure, such as manhole to manhole. Contractor may want to conduct their own inspection in advance of construction to verify the existing pipe integrity. If existing damages are located, they shall be reported to Public Works inspectors prior to the start of construction. If not reported, the contractor may be responsible to restore the pipe segment as determined by Public Works prior to final. 25. GEOTECHNICAL ENGINEER STATEMENT: The grading plans shall include the following statement signed and sealed by the Geotechnical Engineer of Record: “THIS PLAN HAS BEEN REVIEWED AND FOUND TO BE IN GENERAL CONFORMANCE WITH THE INTENT AND PURPOSE OF THE GEOTECHNICAL REPORT”. 26. SWPPP: This proposed development will disturb more than one acre of land. Accordingly, the applicant shall apply for coverage under the State Water Resources Control Board’s (SWRCB) NPDES general permit for storm water discharge associated with construction activity. A Notice of Intent (NOI) shall be filed for this project with the SWRCB in order to obtain coverage under the permit. The General Permit requires the applicant to prepare and implement a Storm Water Pollution Prevention Plan (SWPPP). The applicant is required to submit two copies of the NOI and the draft SWPPP to the Public Works Department for review and approval prior to issuance of the building permit. The SWPPP should include both permanent, post-development project design features and temporary measures employed during construction. Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 39  Packet Pg. 1137 of 1140  DRAFT 38 27. FLOOD ZONE: This project is in a FEMA Special Flood Hazard Area and shall comply with the requirements in Palo Alto Municipal Code Chapter 16.52 and the California Residential Code Section 322 (CRC 322). 28. CLOMR: Evidence that this document has been executed shall be provided prior to building permit issuance. 29. ENCROACHMENT PERMIT: Prior to any work in the public right -of-way, the applicant shall obtain an encroachment permit from the Public Works Department for any work that encroaches onto the City right-of-way. 30. LOGISTICS PLAN: A construction logistics plan shall be provided addressing all impacts to the public including, at a minimum: work hours, noticing of affected businesses, bus stop relocations, construction signage, dust control, noise control, storm water pollution prevention, job trailer, contractors’ parking, truck routes, staging, concrete pours, crane lifts, scaffolding, materials storage, pedestrian safety, and traffic control. All truck routes shall conform to the City of Palo Alto’s Trucks and Truc k Route Ordinance, Chapter 10.48, and the route map. NOTE: Some items/tasks on the logistics plan may require an encroachment permit. 31. STORMWATER POLLUTION PREVENTION: All improvement plan sets shall include the “Pollution Prevention – It’s Part of the Plan” sheet. 32. C.3 THIRD-PARTY CERTIFICATION: Applicant shall provide certification from a qualified third-party reviewer that the proposed permanent storm water pollution prevention measures comply with the requirements of Provision C.3 and Palo Alto Municipal Code Chapter 16.11. Submit the following: c. Provide a stamped and signed C.3 data form (April 2024 version) from SCVURPPP. https://scvurppp.org/2024/09/19/provision-c-3-data-form-2024/ d. Final stamped and signed letter confirming which documents were reviewed and that the project complies with Provision C.3 and PAMC 16.11. 33. C.3 STORMWATER AGREEMENT: The applicant shall enter into a Stormwater Maintenance Agreement with the City to guarantee the ongoing maintenance of the permanent storm water pollution prevention measures. The City will inspect the treatment measures yearly and charge an inspection fee. The agreement shall be executed by the applicant team prior to building permit final. 34. C.3 FINAL THIRD PARTY CERTIFICATION PRIOR TO OCCUPANCY: Within 45 days of the installation of the required storm water treatment measures and prior to the issuance of an occupancy permit for the building, the third-party reviewer shall submit to the City a Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 40  Packet Pg. 1138 of 1140  DRAFT 39 certification verifying that all the permanent storm water pollution prevention measures were installed in accordance with the approved plans. SECTION 12. Terms of Approval. The effective date of the approvals in this Record of Land Use Action shall be the effective date of the related Park Improvement Ordinance No. ____ (“Effective Date”). 1. Site and Design Application. In the event actual construction of the project is not commenced within two years of the Effective Date, the approval shall expire and be of no further force or effect. An extension may be granted in accordance with the allowances set forth in the municipal code and state law. 2. Conditional Use Permit. The project approval shall be valid for a period of two years from the Effective Date. In the event the use does not commence within the time limit specified above, the approval shall expire and be of no further force or effect. An extension may be granted in accordance with the allowances set forth in the municipal code. Additionally, following commencement, a Use Permit that has not been used for a period of one (1) year or more shall become null and void (PAMC 18.77.100). 3. Vesting Tentative Map. All conditions of approval of the Vesting Tentative Map shall be fulfilled prior to approval of a Final Map (PAMC Section 21.16.010[c]). Unless a Final Map is filed, and all conditions of approval are fulfilled within a two-year period from the Effective Date, the Vesting Tentative Map shall expire and all proceedings shall terminate. An extension may be granted in accordance with the allowances set forth in the municipal code and the Subdivision Map Act. // // // // // INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 41  Packet Pg. 1139 of 1140  DRAFT 40 ATTEST: APPROVED: _________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: ___________________________ ___________________________ Assistant City Attorney City Manager ____________________________ Director of Planning and Development Services PLANS AND DRAWINGS REFERENCED: Those plans titled “C5_2100-2400 Geng Road” consisting of 101 pages, dated and submitted January 30, 2026. Those plans titled “C5_2100-2400 Geng Road VTM PLANS ” consisting of 12 pages, dated and submitted January 30, 2026. A copy of these plans are on file with the Department of Planning and Development Services. Item 12 Supplemental Attachment A - Revised Draft Record of Land Use Action        Item 12: Staff Report Pg. 42  Packet Pg. 1140 of 1140