East Palo Alto City Council
November 15, 2022

East Palo Alto City Council November 15, 2022 Agenda Page 1 of 4

EAST PALO ALTO CITY COUNCIL

REGULAR MEETING AMENDED AGENDA
November 15, 2022, 6:30 p.m.

EPA Government Center
2415 University Ave, First Floor
East Palo Alto, CA 94303
NOTICE
This City Council meeting will be conducted in accordance with City of East Palo Alto Resolution adopted in accordance with Assembly Bill 361. All members of the City Council will participate in the meeting by video conference, with no physical meeting location available to the public.

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International numbers available: https://zoom.us/u/aMWYF4KT East Palo Alto City Council November 15, 2022 Agenda Page 2 of 4

1. CALL TO ORDER AND ROLL CALL

2. APPROVAL OF THE AGENDA
(Government Code Section 54957.7(a))

3. APPROVAL OF CONSENT CALENDAR

1. Classification Plan and Salary Schedule Update
Recommendation: Adopt two Resolutions:

1. Approving the FY 2022-23 Classification Plan; and

2. Approving the FY 2022-23 Compensation Schedule.

2. FY2022-23 First Quarter Treasury Report
Recommendation: Accept and file the Treasury Report for the first quarter ended September 30, 2022

3. Notice of Completion – 2021 Street Sweeping Signage Project Recommendation: Adopt a Resolution accepting the 2021 Street Sweeping Signage Project, CIP-SD-04, authorizing the recordation of the Notice of Completion with the County of San Mateo, and releasing the contract retention balance.

4. Woodland Park Euclid Improvements Second Reading of Ordinances Recommendation:

1. Waive the Second Reading and Adopt Ordinances enacting the Development Code and Zoning Map amendments (ZC19-002) establishing the Neighborhood Center Overlay District;

2. Waive the Second Reading and Adopt an Ordinance approving the Proposed Development Agreement for the Woodland Park Euclid Improvements Project

4. CLOSED SESSION
Personnel Matter (Government Code § 54957)
Public Employment:

A. Police Chief Recruitment
B. City Attorney Recruitment
A. PUBLIC COMMENT ON CLOSED SESSION ITEMS
B. ADJOURNMENT INTO CLOSED SESSION
C. RECONVENE INTO OPEN SESSION
D. REPORT OUT OF CLOSED SESSION

5. PUBLIC COMMENT
Members of the public wishing to address the City Council on items not listed on the agenda may do so under this item. Each speaker is limited to two minutes. The Mayor has the discretion to adjust speaking times. In accordance with State Law, no action or discussion may take place on any item not appearing on the posted agenda. The Council may respond to statements made or questions asked or may request Staff to report back at a future meeting concerning the matter.

The exceptions under which the City Council may discuss and/or take action on items not appearing on the agenda are contained in Government Code Section 54954.2(b)(1)(2)(3).

6. INFORMATIONAL REPORTS - NONE
East Palo Alto City Council November 15, 2022 Agenda Page 3 of 4

7. SPECIAL PRESENTATIONS - NONE

8. PUBLIC HEARINGS

1. Inclusionary Housing Alternative Compliance Option for 717 Donohoe St. (APN 063-374-350)
Recommendation: Conduct a public hearing and adopt a Resolution:

1. Finding that the proposed Alternative Compliance Option for the residential development project located at 717 Donohoe (APN 063-374-350) to provide on a vacant property one deed-restricted unit for a Median-Income Household and two deed restricted units for Moderate-Income Households fulfills the project’s inclusionary housing obligation under Section 18.37.080 of the East Palo Alto Municipal Code; and

2. Directing the City Manager to execute all required documents, in a form approved by the City Attorney, associated with the Inclusionary Housing requirements of the Project.

9. POLICY AND ACTION

1. Measure HH Pilot Workforce Development Program Approval of Agreements Recommendation: Adopt a resolution to:

1. Authorize the City Manager to enter into agreements with JobTrain for an amount not to exceed $238,485 ($102,682 for STEM Program and $135,803 for Building Trades Program) and StreetCode Academy for an amount not to exceed $236,700 for job training, job placement services, and support resources for East Palo Alto residents, in a form approved by the City Attorney; and

2. Authorize the City Manager to enter into an agreement with Live In Peace for an amount not to exceed $300,030 for job training, job placement services, and support resources for East Palo Alto residents, in a form approved by the City Attorney; and

3. Appropriate an amount not exceeding $775,215 from the Measure HH Fund to fund the Measure HH Pilot Workforce Development Program.

2. East Palo Alto Senior Center Update
Recommendation: By motion:

1. Accept staff’s report on the partnership between the City and the East Palo Alto Senior Center;

2. Direct staff to work in collaboration with the Senior Center to submit a Letter of Interest to the County of San Mateo for Measure K funding; and

3. Direct staff to return to the City Council in early 2023 with further updates and recommendations for advancing the partnership between the City and Senior Center Inc.

10. COUNCIL REPORTS

11. ADJOURNMENT
East Palo Alto City Council November 15, 2022 Agenda Page 4 of 4 This AGENDA is posted in accordance with Government Code Section 54954.2(a) This Notice of Availability of Public Records: All public records relating to an open session item which are not exempt from disclosure pursuant to the Public Records Act, that are distributed to the majority of the City Council will be available for public inspection at the City Clerk’s Office, 2415 University Avenue, East Palo Alto, CA at the same time that the public records are distributed or made available to the City Council. Such documents may also be available on the East Palo Alto website www.cityofepa.org subject to staff’s ability to post the documents prior to the meeting. Information may be obtained by calling (650) 853-3100.

The City Council meeting packet may be reviewed by the public in the Library or the City Clerk's Office. Any writings or documents pertaining to an open session item provided to a majority of the City Council less than 72 hours prior to the meeting, shall be made available for public inspection at the front counter at the City Clerk's Office, 2ND Floor, City Hall, 2415 University Avenue, East Palo Alto, California 94303 during normal business hours.

Information distributed to the Council at the Council meeting becomes part of the public record. A copy of written material, pictures, etc. should be provided for this purpose.

East Palo Alto City Council Chambers is ADA compliant. Requests for disability related modifications or accommodations, aids or services may be made by a person with a disability to the City Clerk's office at (650) 853-3127 no less than 72 hours prior to the meeting as required by Section 202 of the Americans with Disabilities Act of 1990 and the federal rules and regulations adopted in implementation thereof.

DECLARATION OF POSTING
This Notice is posted in accordance with Government Code §54954.2(a) or §54956. Members of the public can view electronic agendas and staff reports by accessing the City website. Under penalty of perjury, this Agenda was posted to the public at least 72 hours prior to the meeting.

POSTED: November 11, 2022
ATTEST:

James Colin
City Clerk
Future Meetings:

Meeting Date Time
Regular Meeting December 6, 2022 6:30 p.m.

Special Meeting
(Council Reorganization)
December 13, 2022 6:00 p.m.

Regular Meeting *December 15, 2022 6:30 p.m.
*This Council Meeting will take place on Thursday, December 15th, 2022

EAST PALO ALTO

CITY COUNCIL

STAFF REPORT
DATE: November 15, 2022
TO: Honorable Mayor and Members of the City Council
VIA: Patrick Heisinger, Interim City Manager
BY: Sandra Floyd, Human Resources Manager
SUBJECT: Classification Plan and Salary Schedule Update Recommendation
Adopt two Resolutions:

1. Approving the FY 2022-23 Classification Plan; and

2. Approving the FY 2022-23 Compensation Schedule.

Alignment with City Council Strategic Plan
This recommendation is primarily aligned with:
· Priority #3: Increase Organizational Effectiveness and Efficiency · Priority #5: Improve Communication and Enhance Community Engagement Background
Compensation, consisting of salary and benefits paid to employees of the City of East Palo Alto, is governed by the City’s Municipal Code, personnel policies, negotiated and authorized memoranda of understanding with the three employee bargaining units (MEA, SEIU, POA), authorized compensation for unrepresented employees, and authorized contractual agreements with the City Manager and City Attorney. As a member of the California Public Employees’ Retirement System (CalPERS), the City also is subject to applicable provisions of the Public Employee Retirement Law (PERL) referenced in the California Government Code and the California Code of Regulations.

In accordance with East Palo Alto Municipal Code §2.8.110, and as further provided in the City’s Personnel Policies and Procedures approved by the City Council on August 28, 1985 (Resolution No. 00210), Rule 3.9.01 states that “annually, the City Council shall establish the pay range and steps assigned to each classification in the City service.” The City maintains a Classification and Compensation Schedule inclusive of all authorized employee classifications.

Human Resources is presenting for adoption the Fiscal Year 2022-23 City of East Palo Alto

3.1 Packet Pg. 5
Classification Plan and Compensation Schedule reflecting previously approved changes to employee classifications as well as previously authorized and budgeted compensation for approved classifications. Minimum wage salaries for Recreation Leader I and Temporary classifications are being updated to reflect the City’s minimum wage rate.

Analysis
Implementation of approved COLAs for Management Employees’ Association (MEA) members, Police Officer’s Association (POA) members, Service Employees International Union (SEIU) members, non-represented, non-contractual classifications the first full pay period following adoption by City Council on July 19, 2022 (effective July 24, 2022); In addition to local policy requirements and employee agreements, Title 2 of the California Code of Regulations (CCR) §570.5 requires the City to adopt a publicly available pay schedule for purposes of determining the amount of “compensation earnable” pursuant to California Government Code §20630, §20636, and §20636.1. Generally, compensation earnable is calculated using employee payrate and special compensation earned while working for the entity. It is paramount to have a properly adopted and administered pay schedule to assure both public transparency and the accuracy of employee retirement benefits.

The City’s Classification and Compensation Schedule is required to meet eight criteria contained in CCR §570.5. The City Council must approve and adopt the pay schedule as a standalone document detailing the payrates for each employee position. The schedule must be publicly accessible, and available for auditing purposes for at least 5 years. The schedule also is required to include the following: position title; payrate for each position (ranges or steps); the time base for how pay is calculated (i.e., hourly, bi-weekly, etc.); payrate effective date and any applicable revision dates; and, the schedule may not reference another document in lieu of disclosing the payrate.

During the year, Council approved four positions and compensation schedules noted below:
a. Position 1 (effective June 7, 2022): Implementation of Planning Permit Technician (7/19/22);
b. Position 2 (effective June 7, 2022): Implementation of Part-Time Reserve Officer (7/19/22);
c. Position 3 (effective June 7, 2022): Implementation of Assistant to the City Manager LTD (07/19/22);
d. Position 4 (effective July 19, 2022): Implementation of Public Works Supervisor (07/24/2022).

To remain in compliance with City compensation ordinance, personnel policies, State requirements and CCR §570.5, staff is presenting the FY 2022-23 annual Classification and Compensation schedule.

Fiscal Impact
No fiscal impact associated with approval of the schedules.

Environmental Impact
The proposed actions are administrative decisions that will not have an effect on the environment and are statutorily exempt from the California Environmental Quality Act (CEQA).

3.1 Packet Pg. 6
Attachments
A. Classification Plan FY 2022-23 Position and FTE by Department B. Resolution for Classificaton
C. Resolution for Compensation Schedule
D. Compensation Schedule FY 2022-23_TO 11.7.22

3.1 Packet Pg. 7
FTE's
FY 2022-23
FTE's
FY 2022-23
City Council Community and Economic Development (Con'd) a. Council Member 5.00 Housing/Econ Division
a. Housing & Econ Dev Manager 1.00
City Attorney's Office b. RSP Administrator 1.00
a. City Attorney 1.00 c. Housing Project Manager 1.00
b. Deputy City Attorney I/II 1.00 d. RSP Coordinator II 1.00 c. Legal Assistant 1.00 4.00

3.00 Planning Division
City Manager's Office a. Planning Manager 1.00

1.00 b. Senior Planner 1.00

1.00 c. Associate Planner 1.00
n/a d. Planning Technician 1.00

1.00 e. Assistant/Associate Planner 1.00

1.00 5.00
a. City Manager
b. Assistant City Manager
c. Assistant to the City Manager (1-yr Term)
d. Senior Management Analyst
e. Executive Assist. to City Mgr
Public Works
a. Human Resources Manager
Adminstration Division
b. Human Resources Technician

1.00 a. Public Works Director 1.00

1.00 b. Administrative Assistant 1.00

6.00 c. Management Analyst II 1.00
City Clerk's Office d. Environmental Service Aide 1.45
a. City Clerk 1.00 4.45
Engineering Division
Administrative Services a. City Engineer 1.00
Administration Division b. Senior Engineer 1.00
a. Administrative Svcs Director 1.00 c. Associate Engineer 1.00 b. Office Assistant 1.00 d. Assistant/Associate Engineer 1.00

2.00 e. Public Works Supervisor 1.00
Community Services Division 5.00
a. Community Services Manager 1.00 Maintenance Division b. Recreation Coordinator 1.00 a. Maintenance Manager 1.00 c. Recreation Leader II (2 PT) 0.90 b. Maintenance Worker I 3.00 d. Van Driver (2 PT) 1.00 c. Maintenance Worker II 5.00 e. Nutrition Site Supervisor (1 PT) 0.75 d. Maintenance Worker III 2.00 f. Kitchen Aide (1 PT) 0.50 e. Secretary I 1.00

5.15 12.00
Finance Police
a. Finance Director 1.00 Administration Division
b. Financial Services Manager 1.00 a. Police Chief 1.00 c. Senior Management Analyst 1.00 b. Administrative Manager 1.00 d. Accountant I/II 1.00 c. Police Sergeant 1.00
e. Accounting Technician I/II 2.00 d. Police Records Supervisor 1.00 f. Grant Coordinator 1.00 e. Police Record's Clerk I/II 4.00

7.00 f. Police Property Officer 1.00

9.00 Community and Economic Development Investigations Division Administration Division a. Commander 1.00
a. Community & Economic Dev Director 1.00 b. Police Officer 6.00 b. Management Analyst II 1.00 c. Community Services Officer 3.00 c. Secretary II 1.00 d. Community Services Officer (4 PT) 1.80 d. Office Assistant 1.00 e. Cold Case Investigator 0.45

4.00 12.25
Building Services Division Operations Division
a. Chief Building Official 1.00 a. Commander 1.00
b. Building Inspector 1.00 b. Police Sergeant 4.00
c. Building Permit Technician 2.00 c. Police Officer 23.00 d. Code Enforcement Officer II 3.00 d. Reserve Officer (3PT) 1.35

7.00 29.35

CITY OF EAST PALO ALTO
Detail Position Listing
OS-3
Human Resource Division

3.1.a
Packet Pg. 8
Attachment: Classification Plan FY 2022-23 Position and FTE by Department (2476 : Classification Plan and Salary Schedule Update) Vv
RESOLUTION NO. XX – 2022

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF EAST PALO ALTO
APPROVING THE FISCAL YEAR 2022-2023 CLASSIFICATION PLAN FOR ALL CITY POSITIONS WHEREAS, East Palo Alto Municipal Code Section 2.8.050A requires preparation, installation, revision and maintenance of a position classification plan covering all positions in the competitive service, including employment standards and qualifications for each class; and WHEREAS, City Personnel Policies and Procedures Section 3.4.02 requires the Personnel Officer to administer the Classification Plan and review and allocate each position to its proper class and salary range; and
WHEREAS, the budgeted Classification Plan for FY2022-23 consists of 121.20 positions; and WHEREAS, the City Council finds and determines that the FY 2022-2023 Classification Plan establishes total budgeted and planned positions in accordance with local and state requirements.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO HEREBY approves the FY 2022-2023 Classification Plan, as set forth in Exhibit A, attached hereto and incorporated herein by this reference.

PASSED AND ADOPTED this 15th day of November 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Ruben Abrica, Mayor
ATTEST: APPROVED AS TO FORM:

James Colin, City Clerk Valeri J. Armento, Interim City Attorney

3.1.b
Packet Pg. 9
Attachment: Resolution for Classificaton (2476 : Classification Plan and Salary Schedule Update) Vv
RESOLUTION NO. XX – 2022

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF EAST PALO ALTO
APPROVING THE FISCAL YEAR 2022-2023 COMPENSATION SCHEDULE FOR ALL CITY

CLASSIFICATIONS
WHEREAS, City Personnel Policies and Procedures Section 3.4.02 requires the Personnel Officer to review and allocate each position to its proper class and salary range; and WHEREAS, City Personnel Policies and Procedures Section 3.9.02 requires the City Personnel Officer to recommend and publish a pay plan annually to the City Council for consideration, and such plan is referred to as the Compensation Schedule and establishes the pay range and steps assigned to each classification in the City Service; and
WHEREAS, Title 2 of the California Code of Regulations (CCR) §570.5 requires the City adopt a publicly available pay schedule for purposes of determining the amount of compensation earnable pursuant to California Government Code §20630, §20636, and §20636.1; and WHEREAS, the City Council finds and determines that the FY 2022-2023 Compensation Schedule including the position title, payrate for each position (ranges or steps), the time base for how pay is calculated, payrate effective date and any applicable revision dates in accordance with local and state requirements.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO HEREBY approves the FY 2022-2023 Compensation Schedule, as set forth in Exhibit A, attached hereto and incorporated herein by this reference.

BE IT FURTHER RESOLVED that Resolution No. 4576 is hereby repealed.

PASSED AND ADOPTED this 15th day of November 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Ruben Abrica, Mayor
ATTEST: APPROVED AS TO FORM:

James Colin, City Clerk Valerie J. Armento, Interim City Attorney Formatted: Indent: Firstline: 0.5"

3.1.c
Packet Pg. 10
Attachment: Resolution for Compensation Schedule (2476 : Classification Plan and Salary Schedule Update) V
v

3.1.c
Packet Pg. 11
Attachment: Resolution for Compensation Schedule (2476 : Classification Plan and Salary Schedule Update)

Accountant I (SEIU)
Step A Step B Step C Step D Step E
Hourly 34.9875 36.7369 38.5737 40.5024 42.5275
Bi-Weekly 2,799.00 2,938.95 3,085.90 3,240.19 3,402.20
Monthly 6,064.50 6,367.73 6,686.11 7,020.42 7,371.44
Annual 72,774.02 76,412.73 80,233.36 84,245.03 88,457.28 Accountant II (SEIU)
Step A Step B Step C Step D Step E
Hourly 38.6565 40.5893 42.6188 44.7497 46.9872
Bi-Weekly 3,092.52 3,247.15 3,409.50 3,579.98 3,758.98
Monthly 6,700.46 7,035.48 7,387.26 7,756.62 8,144.45
Annual 80,405.53 84,425.80 88,647.09 93,079.45 97,733.42 Accountant Senior (MEA)
Step A Step B Step C Step D Step E
Hourly 44.9599 47.2079 49.5683 52.0467 54.6491
Bi-Weekly 3,596.79 3,776.63 3,965.47 4,163.74 4,371.93
Monthly 7,793.05 8,182.71 8,591.84 9,021.44 9,472.51
Annual 93,516.66 98,192.49 103,102.12 108,257.22 113,670.08 Account Technician I (SEIU)
Step A Step B Step C Step D Step E
Hourly 29.2345 30.6963 32.2311 33.8426 35.5348
Bi-Weekly 2,338.76 2,455.70 2,578.49 2,707.41 2,842.78
Monthly 5,067.32 5,320.68 5,586.72 5,866.05 6,159.36
Annual 60,807.82 63,848.22 67,040.63 70,392.66 73,912.29 Account Technician II (SEIU)
Step A Step B Step C Step D Step E
Hourly 31.4271 32.9985 34.6484 36.3808 38.1999
Bi-Weekly 2,514.17 2,639.88 2,771.87 2,910.47 3,055.99
Monthly 5,447.37 5,719.74 6,005.72 6,306.01 6,621.31
Annual 65,368.41 68,636.83 72,068.67 75,672.11 79,455.71 Administrative Assistant (SEIU)
Step A Step B Step C Step D Step E
Hourly 35.0672 36.8206 38.6616 40.5947 42.6244
Bi-Weekly 2,805.38 2,945.64 3,092.93 3,247.57 3,409.95
Monthly 6,078.31 6,382.23 6,701.34 7,036.41 7,388.23
Annual 72,939.78 76,586.77 80,416.10 84,436.91 88,658.76

CITY OF EAST PALO ALTO
COMPENSATION SCHEDULE FISCAL YEAR 2022-23
(Rates Effective 7/24/22, Except as Noted)

3.1.d
Packet Pg. 12
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

Administration Services Director (Executive )
Step A Step B Step C Step D Step E
Hourly 72.2367 75.8485 79.6410 83.6230 87.8042
Bi-Weekly 5,778.94 6,067.88 6,371.28 6,689.84 7,024.33
Monthly 12,521.03 13,147.08 13,804.44 14,494.66 15,219.39 Annual 150,252.36 157,764.98 165,653.22 173,935.89 182,632.68 Assistant City Manager (Executive )
Step A Step B Step C Step D Step E
Hourly 90.9901 95.5396 100.3166 105.3324 110.5990
Bi-Weekly 7,279.21 7,643.17 8,025.33 8,426.59 8,847.92
Monthly 15,771.62 16,560.20 17,388.21 18,257.62 19,170.50 Annual 189,259.39 198,722.36 208,658.48 219,091.41 230,045.98 Assistant Engineer (SEIU)
Step A Step B Step C Step D Step E
Hourly 41.9929 44.0925 46.2972 48.6120 51.0426
Bi-Weekly 3,359.43 3,527.40 3,703.77 3,888.96 4,083.41
Monthly 7,278.77 7,642.70 8,024.84 8,426.08 8,847.39
Annual 87,345.20 91,712.46 96,298.08 101,112.98 106,168.63 Assistant Planner (SEIU)
Step A Step B Step C Step D Step E
Hourly 41.2643 43.3275 45.4939 47.7686 50.1570
Bi-Weekly 3,301.14 3,466.20 3,639.51 3,821.48 4,012.56
Monthly 7,152.47 7,510.10 7,885.60 8,279.88 8,693.88
Annual 85,829.69 90,121.17 94,627.23 99,358.59 104,326.52 Assistant to the City Manager LTD (Temporary- Non Bargaining) Step A Step B Step C Step D Step E
Hourly 63.1631 66.3212 69.6373 73.1191 76.7751
Bi-Weekly 5,053.04 5,305.70 5,570.98 5,849.53 6,142.01
Monthly 10,948.26 11,495.68 12,070.46 12,673.98 13,307.68 Annual 131,379.17 137,948.12 144,845.53 152,087.81 159,692.20 Associate Engineer (SEIU)
Step A Step B Step C Step D Step E
Hourly 48.6121 51.0427 53.5948 56.2746 59.0883
Bi-Weekly 3,888.97 4,083.41 4,287.58 4,501.96 4,727.06
Monthly 8,426.09 8,847.40 9,289.77 9,754.26 10,241.97
Annual 101,113.11 106,168.77 111,477.21 117,051.07 122,903.62

3.1.d
Packet Pg. 13
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

Associate Planner (SEIU)
Step A Step B Step C Step D Step E
Hourly 45.1165 47.3723 49.7409 52.2280 54.8394
Bi-Weekly 3,609.32 3,789.79 3,979.28 4,178.24 4,387.15
Monthly 7,820.19 8,211.20 8,621.76 9,052.85 9,505.49
Annual 93,842.32 98,534.44 103,461.16 108,634.22 114,065.93 Building Inspector I (SEIU)
Step A Step B Step C Step D Step E
Hourly 40.5181 42.5440 44.6712 46.9048 49.2500
Bi-Weekly 3,241.45 3,403.52 3,573.70 3,752.38 3,940.00
Monthly 7,023.14 7,374.30 7,743.01 8,130.16 8,536.67
Annual 84,277.69 88,491.58 92,916.16 97,561.97 102,440.06 Building Inspector II (SEIU)
Step A Step B Step C Step D Step E
Hourly 45.3745 47.6433 50.0254 52.5267 55.1530
Bi-Weekly 3,629.96 3,811.46 4,002.04 4,202.14 4,412.24
Monthly 7,864.92 8,258.17 8,671.08 9,104.63 9,559.86
Annual 94,379.06 99,098.02 104,052.92 109,255.56 114,718.34 Building Permit Technician (SEIU)
Step A Step B Step C Step D Step E
Hourly 30.3773 31.8961 33.4909 35.1655 36.9238
Bi-Weekly 2,430.18 2,551.69 2,679.28 2,813.24 2,953.90
Monthly 5,265.39 5,528.66 5,805.10 6,095.35 6,400.12
Annual 63,184.72 66,343.96 69,661.16 73,144.22 76,801.43 Chief Building Official (MEA)
Step A Step B Step C Step D Step E
Hourly 63.1630 66.3212 69.6372 73.1191 76.7751
Bi-Weekly 5,053.04 5,305.69 5,570.98 5,849.53 6,142.00
Monthly 10,948.26 11,495.67 12,070.45 12,673.98 13,307.68 Annual 131,379.09 137,948.05 144,845.45 152,087.72 159,692.11 City Attorney (Contractual)
Hourly 109.3600*
Bi-Weekly 8,748.80
Monthly 18,955.74
Annual 227,468.84

3.1.d
Packet Pg. 14
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

City Clerk- Public Information Officer (Non Bargaining) Step A Step B Step C Step D Step E
Hourly 53.8130 56.5036 59.3288 62.2952 65.4100
Bi-Weekly 4,305.04 4,520.29 4,746.30 4,983.62 5,232.80
Monthly 9,327.58 9,793.96 10,283.66 10,797.84 11,337.73 Annual 111,930.96 117,527.51 123,403.88 129,574.08 136,052.78 City Engineer (MEA)
Step A Step B Step C Step D Step E
Hourly 72.9757 76.6245 80.4557 84.4785 88.7024
Bi-Weekly 5,838.06 6,129.96 6,436.46 6,758.28 7,096.19
Monthly 12,649.12 13,281.58 13,945.66 14,642.94 15,375.09 Annual 151,789.46 159,378.93 167,347.88 175,715.27 184,501.03 City Manager (Contractual)
(Current Interim Rate)
Hourly 105.7692 111.0577
Bi-Weekly 8,557.69 8,884.61
Monthly 18,541.67 19,249.99
Annual 222,500.00 230,999.93
Code Enforcement Officer I (SEIU)
Step A Step B Step C Step D Step E
Hourly 34.0994 35.8044 37.5946 39.4744 41.4481
Bi-Weekly 2,727.95 2,864.35 3,007.57 3,157.95 3,315.85
Monthly 5,910.57 6,206.10 6,516.40 6,842.22 7,184.33
Annual 70,926.83 74,473.17 78,196.83 82,106.67 86,212.00 Code Enforcement Officer II (SEIU)
Step A Step B Step C Step D Step E
Hourly 39.0743 41.0281 43.0795 45.2334 47.4951
Bi-Weekly 3,125.95 3,282.24 3,446.36 3,618.67 3,799.61
Monthly 6,772.89 7,111.53 7,467.11 7,840.46 8,232.48
Annual 81,274.62 85,338.36 89,605.27 94,085.54 98,789.81 Community Services Manager (MEA)
Step A Step B Step C Step D Step E
Hourly 53.3845 56.0537 58.8564 61.7992 64.8892
Bi-Weekly 4,270.76 4,484.30 4,708.51 4,943.94 5,191.14
Monthly 9,253.31 9,715.98 10,201.78 10,711.87 11,247.46 Annual 111,039.78 116,591.77 122,421.36 128,542.42 134,969.55

3.1.d
Packet Pg. 15
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

Community Services Officer (SEIU)
Step A Step B Step C Step D Step E
Hourly 29.9936 31.4933 33.0679 34.7213 36.4574
Bi-Weekly 2,399.49 2,519.46 2,645.43 2,777.71 2,916.59
Monthly 5,198.89 5,458.83 5,731.77 6,018.36 6,319.28
Annual 62,386.64 65,505.97 68,781.27 72,220.33 75,831.35 Community Services Officer PT (0.45 FTE, 936 Hrs) (Non Bargaining) (formerly Community Service Aide PT)
Step A Step B Step C Step D Step E
Hourly 29.9936 31.4933 33.0679 34.7213 36.4574
Bi-Weekly 1,079.77 1,133.76 1,190.45 1,249.97 1,312.47
Monthly 2,339.50 2,456.47 2,579.30 2,708.26 2,843.68
Annual 28,073.99 29,477.69 30,951.57 32,499.15 34,124.11 Community & Economic Development Director (Executive )
Step A Step B Step C Step D Step E
Hourly 82.1449 86.2521 90.5647 95.0929 99.8476
Bi-Weekly 6,571.59 6,900.17 7,245.18 7,607.44 7,987.81
Monthly 14,238.44 14,950.36 15,697.88 16,482.78 17,306.92 Annual 170,861.31 179,404.38 188,374.60 197,793.33 207,682.99 Deputy City Attorney I (Non Bargaining)
Step A Step B Step C Step D Step E
Hourly 52.6154 55.2461 58.0084 60.9089 63.9543
Bi-Weekly 4,209.23 4,419.69 4,640.68 4,872.71 5,116.34
Monthly 9,120.00 9,576.00 10,054.80 10,557.54 11,085.41 Annual 109,439.97 114,911.96 120,657.56 126,690.44 133,024.96 Deputy City Attorney II (Non Bargaining)
Step A Step B Step C Step D Step E
Hourly 65.5142 68.7899 72.2294 75.8409 79.6329
Bi-Weekly 5,241.14 5,503.19 5,778.35 6,067.27 6,370.64
Monthly 11,355.80 11,923.59 12,519.77 13,145.76 13,803.04 Annual 136,269.58 143,083.06 150,237.21 157,749.07 165,636.52 Deputy City Clerk (MEA)
Step A Step B Step C Step D Step E
Hourly 37.3628 39.2309 41.1925 43.2521 45.4147
Bi-Weekly 2,989.02 3,138.47 3,295.40 3,460.17 3,633.18
Monthly 6,476.22 6,800.03 7,140.03 7,497.03 7,871.88
Annual 77,714.61 81,600.34 85,680.36 89,964.38 94,462.59

3.1.d
Packet Pg. 16
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

Director of Finance (Executive )
Step A Step B Step C Step D Step E
Hourly 84.0659 88.2692 92.6826 97.3168 102.1826
Bi-Weekly 6,725.27 7,061.53 7,414.61 7,785.34 8,174.61
Monthly 14,571.42 15,299.99 16,064.99 16,868.24 17,711.65 Annual 174,857.03 183,599.88 192,779.87 202,418.87 212,539.81 Electrician - Apprentice (SEIU)
Step A Step B Step C Step D Step E
Hourly 40.4628 42.4859 44.6102 46.8408 49.1828
Bi-Weekly 3,237.02 3,398.88 3,568.82 3,747.26 3,934.62
Monthly 7,013.55 7,364.23 7,732.44 8,119.06 8,525.02
Annual 84,162.64 88,370.77 92,789.31 97,428.77 102,300.21 Electrician - Journeyman (SEIU)
Step A Step B Step C Step D Step E
Hourly 42.7571 44.8949 47.1397 49.4967 51.9715
Bi-Weekly 3,420.57 3,591.60 3,771.18 3,959.73 4,157.72
Monthly 7,411.23 7,781.79 8,170.88 8,579.42 9,008.39
Annual 88,934.75 93,381.48 98,050.56 102,953.09 108,100.74 Electrician - Lead (SEIU)
Step A Step B Step C Step D Step E
Hourly 45.7683 48.0568 50.4596 52.9826 55.6317
Bi-Weekly 3,661.47 3,844.54 4,036.77 4,238.61 4,450.54
Monthly 7,933.18 8,329.84 8,746.33 9,183.65 9,642.83
Annual 95,198.14 99,958.04 104,955.95 110,203.74 115,713.93 Engineering Technician (SEIU)
Step A Step B Step C Step D Step E
Hourly 29.6765 31.1604 32.7184 34.3543 36.0720
Bi-Weekly 2,374.12 2,492.83 2,617.47 2,748.34 2,885.76
Monthly 5,143.93 5,401.13 5,671.19 5,954.75 6,252.48
Annual 61,727.19 64,813.55 68,054.23 71,456.94 75,029.79 Environmental Services Aide FT (SEIU)
Step A Step B Step C Step D Step E
Hourly 25.1846 26.4439 27.7661 29.1544 30.6121
Bi-Weekly 2,014.77 2,115.51 2,221.28 2,332.35 2,448.97
Monthly 4,365.34 4,583.60 4,812.78 5,053.42 5,306.09
Annual 52,384.03 55,003.23 57,753.39 60,641.06 63,673.11

3.1.d
Packet Pg. 17
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

Environmental Services Aide PT (0.45 FTE, 936 Hrs) (Non Bargaining) Step A Step B Step C Step D Step E
Hourly 25.1846 26.4439 27.7661 29.1544 30.6121
Bi-Weekly 906.65 951.98 999.58 1,049.56 1,102.03
Monthly 1,964.40 2,062.62 2,165.75 2,274.04 2,387.74
Annual 23,572.81 24,751.45 25,989.03 27,288.48 28,652.90 Executive Assistant to the City Manager (Non Bargaining) Step A Step B Step C Step D Step E
Hourly 40.0239 42.0251 44.1263 46.3327 48.6493
Bi-Weekly 3,201.91 3,362.01 3,530.11 3,706.61 3,891.94
Monthly 6,937.48 7,284.35 7,648.57 8,030.99 8,432.54
Annual 83,249.70 87,412.19 91,782.79 96,371.93 101,190.53 Financial Service Manager (MEA)
Step A Step B Step C Step D Step E
Hourly 60.6587 63.6917 66.8763 70.2201 73.7311
Bi-Weekly 4,852.70 5,095.33 5,350.10 5,617.61 5,898.49
Monthly 10,514.18 11,039.89 11,591.89 12,171.48 12,780.05 Annual 126,170.18 132,478.69 139,102.62 146,057.76 153,360.64 Fiscal Analyst (MEA)
Step A Step B Step C Step D Step E
Hourly 51.0585 53.6114 56.2920 59.1066 62.0619
Bi-Weekly 4,084.68 4,288.92 4,503.36 4,728.53 4,964.96
Monthly 8,850.14 9,292.65 9,757.28 10,245.15 10,757.40
Annual 106,201.71 111,511.80 117,087.39 122,941.76 129,088.84 Grants Coordinator (SEIU)
Step A Step B Step C Step D Step E
Hourly 38.2875 40.2018 42.2119 44.3225 46.5387
Bi-Weekly 3,063.00 3,216.15 3,376.95 3,545.80 3,723.09
Monthly 6,636.49 6,968.32 7,316.74 7,682.57 8,066.70
Annual 79,637.94 83,619.84 87,800.83 92,190.87 96,800.41 Housing Specialist I (SEIU)
Step A Step B Step C Step D Step E
Hourly 33.7199 35.4059 37.1762 39.0350 40.9868
Bi-Weekly 2,697.59 2,832.47 2,974.10 3,122.80 3,278.94
Monthly 5,844.79 6,137.03 6,443.88 6,766.07 7,104.38
Annual 70,137.45 73,644.32 77,326.54 81,192.87 85,252.51

3.1.d
Packet Pg. 18
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

Housing Specialist II (SEIU)
Step A Step B Step C Step D Step E
Hourly 42.1249 44.2311 46.4426 48.7648 51.2030
Bi-Weekly 3,369.99 3,538.49 3,715.41 3,901.18 4,096.24
Monthly 7,301.64 7,666.72 8,050.06 8,452.56 8,875.19
Annual 87,619.69 92,000.68 96,600.71 101,430.75 106,502.28 Housing Project Manager (MEA)
Step A Step B Step C Step D Step E
Hourly 51.5954 54.1752 56.8839 59.7281 62.7145
Bi-Weekly 4,127.63 4,334.01 4,550.71 4,778.25 5,017.16
Monthly 8,943.20 9,390.36 9,859.88 10,352.87 10,870.52
Annual 107,318.42 112,684.34 118,318.56 124,234.49 130,446.21 Housing & Economic Development Manager (MEA2)
Step A Step B Step C Step D Step E
Hourly 63.1631 66.3212 69.6373 73.1191 76.7751
Bi-Weekly 5,053.04 5,305.70 5,570.98 5,849.53 6,142.01
Monthly 10,948.26 11,495.68 12,070.46 12,673.98 13,307.68 Annual 131,379.17 137,948.12 144,845.53 152,087.81 159,692.20 Human Resource Manager (Non Bargaining)
Step A Step B Step C Step D Step E
Hourly 62.5397 65.6667 68.9500 72.3975 76.0174
Bi-Weekly 5,003.18 5,253.34 5,516.00 5,791.80 6,081.39
Monthly 10,840.22 11,382.23 11,951.34 12,548.91 13,176.35 Annual 130,082.61 136,586.74 143,416.08 150,586.89 158,116.23 Human Resources Technician (Non Bargaining)
Step A Step B Step C Step D Step E
Hourly 38.0894 39.9938 41.9935 44.0932 46.2978
Bi-Weekly 3,047.15 3,199.51 3,359.48 3,527.45 3,703.83
Monthly 6,602.15 6,932.26 7,278.88 7,642.82 8,024.96
Annual 79,225.85 83,187.14 87,346.50 91,713.83 96,299.52 Kitchen Aide - (0.5 FTE, 1040 Hrs) (SEIU)
Step A Step B Step C Step D Step E
Hourly 17.3439 18.2111 19.1216 20.0777 21.0816
Bi-Weekly 693.76 728.44 764.87 803.11 843.26
Monthly 1,503.14 1,578.29 1,657.21 1,740.07 1,827.07
Annual 18,037.65 18,939.53 19,886.50 20,880.83 21,924.87

3.1.d
Packet Pg. 19
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

Legal Assistant (Non Bargaining)
Step A Step B Step C Step D Step E
Hourly 36.5740 38.4027 40.3228 42.3390 44.4559
Bi-Weekly 2,925.92 3,072.22 3,225.83 3,387.12 3,556.47
Monthly 6,339.49 6,656.47 6,989.29 7,338.76 7,705.69
Annual 76,073.91 79,877.61 83,871.49 88,065.06 92,468.32 Maintenance Manager (MEA)
Step A Step B Step C Step D Step E
Hourly 61.4393 64.5113 67.7368 71.1237 74.6798
Bi-Weekly 4,915.14 5,160.90 5,418.95 5,689.89 5,974.39
Monthly 10,649.48 11,181.95 11,741.05 12,328.10 12,944.51 Annual 127,793.73 134,183.42 140,892.59 147,937.22 155,334.08 Maintenance Worker I (SEIU)
Step A Step B Step C Step D Step E
Hourly 27.5378 28.9146 30.3604 31.8784 33.4723
Bi-Weekly 2,203.02 2,313.17 2,428.83 2,550.27 2,677.78
Monthly 4,773.21 5,011.87 5,262.46 5,525.59 5,801.87
Annual 57,278.53 60,142.45 63,149.58 66,307.06 69,622.41 Maintenance Worker II (SEIU)
Step A Step B Step C Step D Step E
Hourly 30.6076 32.1380 33.7449 35.4321 37.2037
Bi-Weekly 2,448.61 2,571.04 2,699.59 2,834.57 2,976.30
Monthly 5,305.32 5,570.59 5,849.11 6,141.57 6,448.65
Annual 63,663.83 66,847.02 70,189.38 73,698.84 77,383.79 Maintenance Worker III (SEIU)
Step A Step B Step C Step D Step E
Hourly 34.0949 35.7997 37.5896 39.4691 41.4426
Bi-Weekly 2,727.59 2,863.97 3,007.17 3,157.53 3,315.41
Monthly 5,909.79 6,205.27 6,515.54 6,841.32 7,183.38
Annual 70,917.42 74,463.30 78,186.46 82,095.78 86,200.57 Management Analyst I (MEA)
Step A Step B Step C Step D Step E
Hourly 42.5149 44.6407 46.8727 49.2164 51.6772
Bi-Weekly 3,401.19 3,571.25 3,749.82 3,937.31 4,134.17
Monthly 7,369.26 7,737.72 8,124.60 8,530.83 8,957.38
Annual 88,431.07 92,852.62 97,495.25 102,370.01 107,488.51

3.1.d
Packet Pg. 20
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

Management Analyst I (Non Bargaining)
Step A Step B Step C Step D Step E
Hourly 42.5149 44.6407 46.8727 49.2164 51.6772
Bi-Weekly 3,401.19 3,571.25 3,749.82 3,937.31 4,134.17
Monthly 7,369.26 7,737.72 8,124.60 8,530.83 8,957.38
Annual 88,431.07 92,852.62 97,495.25 102,370.01 107,488.51 Management Analyst II (MEA)
Step A Step B Step C Step D Step E
Hourly 51.0585 53.6114 56.2920 59.1066 62.0619
Bi-Weekly 4,084.68 4,288.91 4,503.36 4,728.53 4,964.95
Monthly 8,850.14 9,292.64 9,757.28 10,245.14 10,757.40
Annual 106,201.63 111,511.72 117,087.30 122,941.67 129,088.75 Management Analyst II (Non Bargaining)
Step A Step B Step C Step D Step E
Hourly 51.0585 53.6114 56.2920 59.1066 62.0619
Bi-Weekly 4,084.68 4,288.91 4,503.36 4,728.53 4,964.95
Monthly 8,850.14 9,292.64 9,757.28 10,245.14 10,757.40
Annual 106,201.63 111,511.72 117,087.30 122,941.67 129,088.75 Nutrition Site Supervisor (0.75 FTE, 1560 Hrs) (SEIU)
Step A Step B Step C Step D Step E
Hourly 21.1770 22.2358 23.3476 24.5150 25.7407
Bi-Weekly 1,270.62 1,334.15 1,400.86 1,470.90 1,544.44
Monthly 2,753.01 2,890.66 3,035.19 3,186.95 3,346.30
Annual 33,036.08 34,687.88 36,422.28 38,243.39 40,155.56 Office Assistant (SEIU)
Step A Step B Step C Step D Step E
Hourly 26.4240 27.7452 29.1324 30.5890 32.1185
Bi-Weekly 2,113.92 2,219.61 2,330.59 2,447.12 2,569.48
Monthly 4,580.15 4,809.16 5,049.62 5,302.10 5,567.20
Annual 54,961.82 57,709.92 60,595.41 63,625.18 66,806.44 Planning Manager (MEA)
Step A Step B Step C Step D Step E
Hourly 64.4531 67.6758 71.0596 74.6125 78.3432
Bi-Weekly 5,156.25 5,414.06 5,684.76 5,969.00 6,267.45
Monthly 11,171.87 11,730.47 12,316.99 12,932.84 13,579.48 Annual 134,062.48 140,765.61 147,803.89 155,194.08 162,953.78

3.1.d
Packet Pg. 21
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

Planning Permit Technician (SEIU)
Step A Step B Step C Step D Step E
Hourly 30.3773 31.8961 33.4909 35.1655 36.9238
Bi-Weekly 2,430.18 2,551.69 2,679.28 2,813.24 2,953.90
Monthly 5,265.39 5,528.66 5,805.10 6,095.35 6,400.12
Annual 63,184.72 66,343.96 69,661.16 73,144.22 76,801.43 Police Chief (Executive )
Step A Step B Step C Step D Step E
Hourly 91.8346 96.4264 101.2477 106.3101 111.6256
Bi-Weekly 7,346.77 7,714.11 8,099.81 8,504.80 8,930.05
Monthly 15,918.00 16,713.90 17,549.60 18,427.08 19,348.43 Annual 191,016.03 200,566.83 210,595.17 221,124.93 232,181.17 Police Commander (Non Bargaining)
Step A Step B Step C Step D Step E
Hourly 72.2401 75.8521 79.6447 83.6269 87.8083
Bi-Weekly 5,779.21 6,068.17 6,371.57 6,690.15 7,024.66
Monthly 12,521.61 13,147.69 13,805.08 14,495.33 15,220.10 Annual 150,259.35 157,772.31 165,660.93 173,943.98 182,641.18 Police Officer - Academy Graduate/ Basic (POA)
Step A Step B Step C Step D Step E Step F Step G
Hourly 44.5566 46.7844 49.1236 51.5798 54.1588 56.8667 58.8570 Bi-Weekly 3,742.75 3,929.89 4,126.38 4,332.70 4,549.34 4,776.80 4,943.99 Monthly 8,109.29 8,514.76 8,940.50 9,387.52 9,856.90 10,349.74 10,711.98 Annual 97,311.52 102,177.10 107,285.95 112,650.25 118,282.76 124,196.90 128,543.79 Police Officer PT- Cold Case Investigator (0.45 FTE, 936 Hrs) (Non Bargaining) Step A Step B Step C Step D Step E
Hourly 42.2756 44.3894 46.6089 48.9393 51.3863
Bi-Weekly 1,521.92 1,598.02 1,677.92 1,761.82 1,849.91
Monthly 3,297.50 3,462.37 3,635.49 3,817.27 4,008.13
Annual 39,569.98 41,548.48 43,625.90 45,807.20 48,097.56 Police Records Clerk I (SEIU)
Step A Step B Step C Step D Step E
Hourly 28.0867 29.4910 30.9656 32.5139 34.1396
Bi-Weekly 2,246.94 2,359.28 2,477.25 2,601.11 2,731.17
Monthly 4,868.36 5,111.78 5,367.37 5,635.74 5,917.52
Annual 58,420.34 61,341.36 64,408.43 67,628.85 71,010.29

3.1.d
Packet Pg. 22
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

Police Records Clerk II (SEIU)
Step A Step B Step C Step D Step E
Hourly 31.1955 32.7553 34.3930 36.1127 37.9183
Bi-Weekly 2,495.64 2,620.42 2,751.44 2,889.02 3,033.47
Monthly 5,407.22 5,677.58 5,961.46 6,259.53 6,572.51
Annual 64,886.66 68,130.99 71,537.54 75,114.42 78,870.14 Police Records Supervisor (MEA)
Step A Step B Step C Step D Step E
Hourly 39.1461 41.1035 43.1586 45.3166 47.5824
Bi-Weekly 3,131.69 3,288.28 3,452.69 3,625.32 3,806.59
Monthly 6,785.33 7,124.60 7,480.83 7,854.87 8,247.61
Annual 81,423.99 85,495.19 89,769.95 94,258.45 98,971.37 Police Sergeant - Basic (POA)
Step A Step B Step C Step D Step E Step F Step G
Hourly 53.5040 56.1792 58.9882 61.9376 65.0345 68.2862 70.6762 Bi-Weekly 4,494.34 4,719.06 4,955.01 5,202.76 5,462.90 5,736.04 5,936.80 Monthly 9,737.74 10,224.62 10,735.85 11,272.65 11,836.28 12,428.09 12,863.08 Annual 116,852.82 122,695.46 128,830.24 135,271.75 142,035.34 149,137.10 154,356.90 Property and Evidence Technician (SEIU)
Step A Step B Step C Step D Step E
Hourly 34.3784 36.0973 37.9022 39.7973 41.7872
Bi-Weekly 2,750.27 2,887.79 3,032.17 3,183.78 3,342.97
Monthly 5,958.92 6,256.87 6,569.71 6,898.20 7,243.11
Annual 71,507.07 75,082.43 78,836.55 82,778.38 86,917.30 Public Works Director (Executive )
Step A Step B Step C Step D Step E
Hourly 85.7610 90.0491 94.5515 99.2791 104.2430
Bi-Weekly 6,860.88 7,203.92 7,564.12 7,942.33 8,339.44
Monthly 14,865.24 15,608.50 16,388.93 17,208.38 18,068.79 Annual 178,382.90 187,302.05 196,667.15 206,500.51 216,825.53 Public Works Supervisor (MEA)
Step A Step B Step C Step D Step E
Hourly 49.4891 51.9636 54.5618 57.2898 60.1543
Bi-Weekly 3,959.13 4,157.09 4,364.94 4,583.19 4,812.35
Monthly 8,578.12 9,007.02 9,457.37 9,930.24 10,426.75
Annual 102,937.38 108,084.25 113,488.46 119,162.88 125,121.03

3.1.d
Packet Pg. 23
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

Recreation Leader I (0.45 FTE, 936 Hrs) (Non Bargaining) Step A Step B Step C Step D Step E
Hourly 15.6000 16.3801 17.1991 18.0590 18.9620
Bi-Weekly 561.60 589.68 619.17 650.12 682.63
Monthly 1,216.80 1,277.64 1,341.53 1,408.60 1,479.03
Annual 14,601.65 15,331.73 16,098.32 16,903.23 17,748.39 Recreation Leader I (0.45 FTE, 936 Hrs) (Non Bargaining) Effective:

Step A Step B Step C Step D Step E 1/1/2023
Hourly 16.5000 17.3250 18.1913 19.1008 20.0559
Bi-Weekly 594.00 623.70 654.89 687.63 722.01
Monthly 1,287.00 1,351.35 1,418.92 1,489.86 1,564.36
Annual 15,444.02 16,216.22 17,027.03 17,878.38 18,772.30 Recreation Leader II (0.45 FTE, 936 Hrs) (Non Bargaining) Step A Step B Step C Step D Step E
Hourly 17.6370 18.5188 19.4448 20.4170 21.4379
Bi-Weekly 634.93 666.68 700.01 735.01 771.76
Monthly 1,375.68 1,444.47 1,516.69 1,592.53 1,672.15
Annual 16,508.21 17,333.62 18,200.30 19,110.32 20,065.84 Recreation Program Coordinator (SEIU)
Step A Step B Step C Step D Step E
Hourly 34.0458 35.7481 37.5355 39.4123 41.3829
Bi-Weekly 2,723.66 2,859.85 3,002.84 3,152.98 3,310.63
Monthly 5,901.27 6,196.34 6,506.15 6,831.46 7,173.03
Annual 70,815.26 74,356.02 78,073.82 81,977.52 86,076.39 Rent Stabilization Administrator (MEA)
Step A Step B Step C Step D Step E
Hourly 62.4158 65.5366 68.8134 72.2541 75.8668
Bi-Weekly 4,993.26 5,242.92 5,505.07 5,780.32 6,069.34
Monthly 10,818.73 11,359.67 11,927.65 12,524.04 13,150.24 Annual 129,824.80 136,316.04 143,131.84 150,288.43 157,802.85 Rent Stabilization Program Coordinator I (SEIU)
Step A Step B Step C Step D Step E
Hourly 35.0672 36.8205 38.6616 40.5946 42.6244
Bi-Weekly 2,805.37 2,945.64 3,092.92 3,247.57 3,409.95
Monthly 6,078.31 6,382.23 6,701.34 7,036.40 7,388.22
Annual 72,939.72 76,586.70 80,416.04 84,436.84 88,658.68

3.1.d
Packet Pg. 24
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

Rent Stabilization Program Coordinator II (SEIU)
Step A Step B Step C Step D Step E
Hourly 42.1248 44.2310 46.4426 48.7647 51.2030
Bi-Weekly 3,369.98 3,538.48 3,715.41 3,901.18 4,096.24
Monthly 7,301.63 7,666.71 8,050.05 8,452.55 8,875.18
Annual 87,619.58 92,000.56 96,600.59 101,430.62 106,502.15 Reserve Officer (PT) (Non Bargaining)
Step A Step B Step C Step D Step E
Hourly 42.5313 44.6579 46.8908 49.2353 51.6971
Bi-Weekly 1,531.13 1,607.68 1,688.07 1,772.47 1,861.09
Monthly 3,317.44 3,483.31 3,657.48 3,840.35 4,032.37
Annual 39,809.30 41,799.76 43,889.75 46,084.24 48,388.45 Secretary I (SEIU)
Step A Step B Step C Step D Step E
Hourly 26.9135 28.2591 29.6721 31.1557 32.7135
Bi-Weekly 2,153.08 2,260.73 2,373.77 2,492.46 2,617.08
Monthly 4,665.00 4,898.25 5,143.16 5,400.32 5,670.34
Annual 55,980.00 58,779.00 61,717.95 64,803.85 68,044.04 Secretary II (SEIU)
Step A Step B Step C Step D Step E
Hourly 29.9810 31.4801 33.0541 34.7068 36.4422
Bi-Weekly 2,398.48 2,518.41 2,644.33 2,776.54 2,915.37
Monthly 5,196.72 5,456.55 5,729.38 6,015.85 6,316.64
Annual 62,360.58 65,478.61 68,752.54 72,190.17 75,799.68 Senior Engineer w/ PE License (MEA)
Step A Step B Step C Step D Step E
Hourly 61.4392 64.5112 67.7368 71.1236 74.6798
Bi-Weekly 4,915.14 5,160.90 5,418.94 5,689.89 5,974.38
Monthly 10,649.47 11,181.94 11,741.04 12,328.09 12,944.50 Annual 127,793.64 134,183.32 140,892.49 147,937.11 155,333.96 Senior Management Analyst (MEA)
Step A Step B Step C Step D Step E
Hourly 56.1643 58.9725 61.9212 65.0172 68.2681
Bi-Weekly 4,493.15 4,717.80 4,953.69 5,201.38 5,461.45
Monthly 9,735.15 10,221.91 10,733.00 11,269.65 11,833.14 Annual 116,821.80 122,662.89 128,796.03 135,235.83 141,997.63

3.1.d
Packet Pg. 25
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

Senior Management Analyst (Non Bargaining)
Step A Step B Step C Step D Step E
Hourly 56.1643 58.9725 61.9212 65.0172 68.2681
Bi-Weekly 4,493.15 4,717.80 4,953.69 5,201.38 5,461.45
Monthly 9,735.15 10,221.91 10,733.00 11,269.65 11,833.14 Annual 116,821.80 122,662.89 128,796.03 135,235.83 141,997.63 Senior Planner (MEA)
Step A Step B Step C Step D Step E
Hourly 51.1656 53.7239 56.4101 59.2306 62.1921
Bi-Weekly 4,093.25 4,297.91 4,512.81 4,738.45 4,975.37
Monthly 8,868.71 9,312.14 9,777.75 10,266.64 10,779.97
Annual 106,424.49 111,745.71 117,333.00 123,199.65 129,359.63 Support Services Manager (MEA)
Step A Step B Step C Step D Step E
Hourly 55.7975 58.5874 61.5167 64.5926 67.8222
Bi-Weekly 4,463.80 4,686.99 4,921.34 5,167.41 5,425.78
Monthly 9,671.57 10,155.14 10,662.90 11,196.05 11,755.85 Annual 116,058.79 121,861.73 127,954.82 134,352.56 141,070.18 Van Driver (0.5 FTE, 1040 Hrs) (SEIU)
Step A Step B Step C Step D Step E
Hourly 23.0268 24.1782 25.3871 26.6564 27.9893
Bi-Weekly 921.07 967.13 1,015.48 1,066.26 1,119.57
Monthly 1,995.66 2,095.44 2,200.21 2,310.23 2,425.74
Annual 23,947.91 25,145.31 26,402.58 27,722.70 29,108.84 Youth & Family Service Manager (MEA)
Step A Step B Step C Step D Step E
Hourly 53.3844 56.0537 58.8564 61.7992 64.8891
Bi-Weekly 4,270.76 4,484.29 4,708.51 4,943.93 5,191.13
Monthly 9,253.30 9,715.97 10,201.77 10,711.86 11,247.45 Annual 111,039.65 116,591.64 122,421.22 128,542.28 134,969.39 Police Officer Trainee (0.5 FTE, 1040 Hrs) (Temporary- Non Bargaining) Step A
Hourly 30.0000
Bi-Weekly 1,200.00
Monthly 2,600.00
Annual 31,200.00
Temporary Classifications

3.1.d
Packet Pg. 26
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

Racial & Identity Profiling Act (RIPA) Management Analyst I PT (Temporary- Non Bargaining) Step A Step B Step C Step D Step E
Hourly 39.3111 41.2766 43.3405 45.5075 47.7829
Bi-Weekly 1,572.44 1,651.07 1,733.62 1,820.30 1,911.31
Monthly 3,406.96 3,577.31 3,756.17 3,943.98 4,141.18
Annual 40,883.53 42,927.70 45,074.09 47,327.79 49,694.18 Temporary Classification (Formerly referencing Reso No. 4576) Step A Step B Step C Step D Step E
Hourly 15.6000 100.0000
Bi-Weekly 1,248.00 8,000.00
Monthly 2,704.00 17,333.33
Annual 32,448.00 208,000.00
Temporary Classification (Formerly referencing Reso No. 4576) Effective:

Step A Step B Step C Step D Step E 1/1/2023
Hourly 16.5000 100.0000
Bi-Weekly 1,320.00 8,000.00
Monthly 2,860.00 17,333.33
Annual 34,320.00 208,000.00
Van Driver - On Call (Not to exceed 960 hours) (Temporary- Non Bargaining) Step A Step B Step C Step D Step E
Hourly 23.0268 24.1782 25.3871 26.6564 27.9893
Bi-Weekly 850.22 892.73 937.37 984.24 1,033.45
Monthly 1,842.15 1,934.25 2,030.97 2,132.52 2,239.14
Annual 22,105.77 23,211.06 24,371.61 25,590.19 26,869.70

3.1.d
Packet Pg. 27
Attachment: Compensation Schedule FY 2022-23_TO 11.7.22 (2476 : Classification Plan and Salary Schedule Update)

EAST PALO ALTO

CITY COUNCIL

STAFF REPORT
DATE: November 15, 2022
TO: Honorable Mayor and Members of the City Council
VIA: Patrick Heisinger, Interim City Manager
BY: Tomohito Oku, Finance Director
Bo-Kyoung Kim, Financial Services Manager
SUBJECT: FY2022-23 First Quarter Treasury Report
Recommendation
Accept and file the Treasury Report for the first quarter ended September 30, 2022 Alignment with City Council Strategic Plan
This recommendation is primarily aligned with:

Priority No. 3: Increase Organizational Effectiveness and Efficiency Priority No. 5: Improve Communication and Enhance Community Engagement Background
Pursuant to Section 53646 of the Government Code of the State of California, the City Treasurer may submit a quarterly report to the City Council regarding the funds and investments of the City. The Finance staff provides quarterly reporting to the City Council indicating the summary of investments for the period and denoting the ability of the City to meet its expenditure requirements for the next three months.

Analysis
This report covers primary cash and investments of the City. For investment purposes, City cash is pooled, except for bond proceeds, which are held by a trustee. The City does not have, nor is it legally required to have, separate bank accounts for each individual fund. However, all cash is segregated in the City’s accounting records.

As of September 30, 2022, the total deposit value of cash and investments equals $113,449,132. The book value of deposits equals $112,653,412 including outstanding checks

3.2 Packet Pg. 28
and other minor adjustments of $795,720. Compared to the prior quarter ending in June 2022, the FY 2022-23 first quarter (Q1) ending on September 30, 2022, total book value balance decreased by approximately $3.4M. The overall decrease is mainly due to a decrease in General Sub-Fund cash ($1.5M) attributed to approximately $1.2 million in General Liability member contributions ($0.8M) and in SFCJPA contribution ($0.4), and also a decrease in Successor Agency Fund cash ($1.3M) attributed to Principal and Interest payment.

Summary September 30, 2022
Average
Maturity
(YRS)
Average
Earnings
(QTR)
Deposit and
Book Value Market Value
Petty Cash n/a n/a $ 10,800 $ 10,800
Bank Checking n/a 2.70% $ 2,358,222 $ 2,358,222
Local Agency Investment Fund 0.83 1.29% $ 10,032,012 $ 9,839,006 San Mateo County Pool Investment 1.39 1.37% $ 101,048,098 $ 96,890,649 $ 113,449,132 $ 109,098,677
The book market value totals $108,302,957 including an unrealized loss of $4,350,455 reflecting overall increases in treasury yields during the calendar year. The table below reflects changes in rates since September 30, 2021, and compared to the previous month of August 2022 demonstrating an increase in both short-term and long-term Treasury yields since September 30, 2021, across the curve.1:

Sep-22 Aug-22 Sep-21
6-month Treasury Bill 3.82 3.25 0.05
2-year Treasury Note 4.22 3.45 0.28
5-Year Treasury Note 4.06 3.30 0.98
The City’s portfolio is invested in the Local Agency Investment Fund (LAIF) and the San Mateo County Treasurer’s Pool. LAIF is a highly liquid investment pool operated by the State Treasurer, and the City has same-day access to the funds. The County Treasurer’s Pool is less liquid, and the maturity and diversification of the underlying securities which in normally functioning markets is generally expected to result in higher yield. City staff does not control or direct the underlying investment of funds and each pool is managed by the respective agency’s investment staff and oversight committee or board. June to September over quarter LAIF yields increased from 0.69% to 1.29% and San Mateo County Pool average gross pool earnings increased from 1.083% to 1.374%. San Mateo County Pool earnings are quoted on gross earnings.

Both LAIF and the County Pool fair value factors in the first quarter have dropped from 0.9871 to 0.9808 and from 0.9688 to 0.9589, respectively compared to the previous quarter. This is mainly due to the increase trend in Treasury yields indicated in the table above.

Pursuant to California Government Code 53646 the City shall meet its expenditure requirements for the next six months.
1 Daily Treasury Yield Curve Rates, Treasury.gov

3.2 Packet Pg. 29
Fiscal Impact
This report is informational.

Attachments
A. Schedule A - Treasury Report QE Sep-22

3.2 Packet Pg. 30
Average
Interest
Earnings

DEPOSIT AND
BOOK VALUE % MARKET
VALUE
Days Years For QTR

1. Petty Cash na na 0.000% 10,800 0.0% 10,800

2. On Demand Deposits (Wells Fargo checking) na na 2.700% 2,358,222 2.2% 2,358,222

3. Local Agency Investment Fund (LAIF) 304 0.83 1.289% 10,032,012 9.0% 9,839,006

4. San Mateo County Pool Investment 507 1.39 1.374% 101,048,098 88.8% 96,890,649

1.450% 113,449,132 100.0% 109,098,677
General Fund (including petty cash of $10,800) 26,391,770 26,391,770 General Sub - Funds (Committed/Reserved) 17,883,178 17,883,178 City Funds Restricted and Committed 67,349,726 67,349,726 Successor Agency Trust 1,028,739 1,028,739
Unrealized Gain on Investment Pools - (4,350,455)
112,653,412 108,302,957
Checks Outstanding/Other AJE 795,720 795,720
795,720 795,720
113,449,132 109,098,677
CERTIFICATION:

Pursuant to Government Code Section 53646, the City will meet its expenditure requirements for the next six months. Total funds invested represent the consolidation of all fund types, and availability of certain funds is restricted by law.

Tomohito Oku 10/27/2022
Director of Finance Date
For Reporting Information Regarding Investment Pools:

LAIF http://www.treasurer.ca.gov/pmia‐laif/laif/index.asp San Mateo County Pool http://sanmateocountytreasurer.org/index.html Total Cash and Investment Portfolio
Treasury Summary

CITY AND SUCCESSOR AGENCY OF EAST PALO ALTO

SUMMARY OF INVESTMENTS
For Quarter Ended September 30, 2022
Category
Average Maturity
Cash and Investments
Total Cash and Investments on Deposit
Total Book Balance
Bank to Book Adjustments
Total Book Adjustment

3.2.a
Packet Pg. 31
Attachment: Schedule A - Treasury Report QE Sep-22 (2471 : FY2022-23 First Quarter Treasury Report)

EAST PALO ALTO

CITY COUNCIL

STAFF REPORT
DATE: November 15, 2022
TO: Honorable Mayor and Members of the City Council
VIA: Patrick Heisinger, Interim City Manager
BY: Batool Zaro, Assistant Civil Engineer
Humza Javed, Public Works Director
SUBJECT: Notice of Completion – 2021 Street Sweeping Signage Project Recommendation
Adopt a Resolution accepting the 2021 Street Sweeping Signage Project, CIP-SD-04, authorizing the recordation of the Notice of Completion with the County of San Mateo, and releasing the contract retention balance.

Alignment with City Council Strategic Plan
This recommendation is primarily aligned with:

Priority No. 1: Enhance Public Safety and Emergency Preparedness Priority No. 4: Improve Public Facilities and Infrastructure Priority No. 6: Create a Healthy and Safe Community
Background
The purpose of the 2021 Street Sweeping Signage Project was to install street sweeping signs around the City in areas lacking signage. This was done in order to ensure streets are properly swept. Details on the exact locations can be found on the City website here:
https://www.cityofepa.org/sites/default/files/fileattachments/public_works/page/16221/street_s weeping_signage_project_2021_-_rfb_final.pdf
Analysis
The construction work commenced on October 11th, 2021, and was recently completed. The project was inspected throughout construction and was accepted in Fall of 2022. All work was completed within the existing budget.

3.3 Packet Pg. 32
Fiscal Impact
The original contract awarded to Chrisp Company was for $123,904.00 including the contingency. There were some project additions, and one change order was issued for the installation of additional signs. The project was completed as completed within the budget. The City is currently holding retention in the amount of $5,204.75 to be released upon acceptance of the improvements by the City 35 days after recordation of the Notice of Completion.

Public Notice
The public was provided notice of this agenda item by posting the City Council agenda on the City’s official bulletin board outside City Hall and making the agenda and report available at the City’s website and at the San Mateo Co. Library located at 2415 University Avenue, East Palo Alto
Environmental
This project is categorically exempt under California Environmental Quality Act (CEQA) Guideline Article 19, Categorical Exemption, Section 15302 (b).

Attachments
A. 2021 Street Sweeping Project NOC - Resolution
B. NOC

3.3 Packet Pg. 33
1 of 1
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF EAST PALO ALTO
ACCEPTING THE 2021 STREET SWEEPING PROJECT, CIP-SD-04, AUTHORIZING THE

RECORDATION OF THE NOTICE OF COMPLETION WITH THE COUNTY OF SAN MATEO AND

RELEASING THE CONTRACT RETENTION BALANCE
WHEREAS, on March 17, 2020, the City Council approved the Plans and Specifications for the 2021 Street Sweeping Signage Project and authorized the City Manager to solicit bids for the construction of the project; and
WHEREAS, on April 20, 2021, the City Council adopted Resolution No. 54-2021, which authorized the City Manager to execute a construction contract with Chrisp Company Inc., in an amount of $112,640.00, and establish a construction contingency of $11,264.00, totaling the construction budget of $123,904.00; and
WHEREAS, construction on the project began in October 2021 and was successfully completed the end of 2021 with additional work subsequently added to the project and completed in summer 2022.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO HEREBY accepts the 2021 Street Sweeping Signage Project, CIP-SD-04, authorizes the recordation of the Notice of Completion with the County of San Mateo and releases the contract retention balance.

PASSED AND ADOPTED this 15th day of November 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

Rubin Abrica, Mayor
ATTEST: APPROVED AS TO FORM:

James Colin, City Clerk Valerie J. Armento, Interim City Attorney

3.3.a
Packet Pg. 34
Attachment: 2021 Street Sweeping Project NOC - Resolution (2467 : Notice of Completion – 2021 Street Sweeping Signage Project) .

ATTACHMENT 2

RECORDATION REQUESTED BY AND
AFTER RECORDATION RETURN TO:

The City of East Palo Alto
2415 University Avenue
East Palo Alto, California 94303
Attn: City Clerk
BY: MAIL (X) PICK-UP ( )

PLEASE RECORD WITHOUT FEE PURSUANT
TO GOVERNMENT CODE SECTION 6103

NOTICE OF COMPLETION
Notice is hereby given pursuant to the California Civil Code that the City of East Palo Alto (“City”) accepted as complete, on November 15, 2022, the 2021 Street Sweeping Project, CIP-SD-04 (Project). The Project consisted of the installation of street sweeping signage.

Construction work commenced in October 2021 and was substantially completed in summer 2022.

The fee owner of the Property is the City of East Palo Alto, located at 2415 University Avenue, East Palo Alto, California, 94303.

The Project was undertaken at the Property pursuant to a contract between the City and Chrisp Company, whose principal place of business is signage which provided for the labor and materials to be furnished for the Project.

The work included but is not limited to the installation of street sweeping signs in multiple locations around East Palo Alto, CA 94303. Said work and improvements were accepted as completed by the City Council of the City of East Palo Alto at a regular meeting held on the 15th day of November 2022. The Project was completed for the total construction contract amount of $123,904 (one hundred and twenty-three thousand, nine hundred and four dollars and zero cents).

I declare under penalty of perjury that the foregoing is true and correct to the best of my knowledge.
[SIGNATURES FOLLOW ON NEXT PAGE]

3.3.b
Packet Pg. 35
Attachment: NOC (2467 : Notice of Completion – 2021 Street Sweeping Signage Project) Executed this the
th day of , 2022, at East Palo Alto, California.

APPROVED AS TO FORM: THE CITY OF EAST PALO ALTO
By:_________________________ By:_________________________ Valerie J. Armento Humza Javed, PE
Interim City Attorney Public Works Director
State of California )
)
County of San Mateo )
On _________________, 2022, before me, _________________, Notary Public, personally appeared, _________________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
_____________________________
Signature (Seal)
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

3.3.b
Packet Pg. 36
Attachment: NOC (2467 : Notice of Completion – 2021 Street Sweeping Signage Project)

EAST PALO ALTO

CITY COUNCIL

STAFF REPORT
DATE: November 15, 2022
TO: Honorable Mayor and Members of the City Council
VIA: Patrick Heisinger, Interim City Manager
BY: Kelly Beggs, Consultant Planner
Elena Lee, Planning Manager
Hansom Hom, Deputy Manager, Special Projects
SUBJECT: Woodland Park Euclid Improvements Second Reading of Ordinances Recommendation

1. Waive the Second Reading and Adopt Ordinances enacting the Development Code and Zoning Map amendments (ZC19-002) establishing the Neighborhood Center Overlay District;

2. Waive the Second Reading and Adopt an Ordinance approving the Proposed Development Agreement for the Woodland Park Euclid Improvements Project Alignment with City Council Strategic Plan
This recommendation is primarily aligned with:

Priority No. 2: Enhance Economic Vitality
Priority No. 4: Improve Public Facilities and Infrastructure Priority No. 6: Create a Healthy and Safe Community
Background
City Council reviewed the Woodland Park Euclid Improvements project at the September 6, 2022, September 20, 2022, October 4, 2022, and November 1, 2022 City Council meetings.

Council adopted a resolution certifying the project’s Final Environmental Impact Report, adopting the Mitigation Monitoring and Reporting Program, and adopting a Statement of Overriding Considerations at the October 4th meeting, but continued the item to the November 1, 2022 meeting to allow for revisions to the Development Code Amendment and to add additional oversight and reporting requirements over the Relocation Plan. On November 1, 2022, the City Council approved the remaining project entitlements, including adopting a Resolution approving the General Plan Amendment (GP19-001) establishing the Neighborhood Center Overlay Land Use Designation and adopting a resolution approving the

3.4 Packet Pg. 37
Design Review Permit (DR 19-028), Conditional Use Permit (CUP22-003), and Tentative Parcel Map (TTM19-001), approving the Relocation Plan dated September 2022; and authorizing the City Manager to execute a Notice of Special Restrictions applying the City's Rent Stabilization Ordinance to 160 new/replacement units in a form approved by the City Attorney. Council also waived the first readings and introduced three ordinances, including a Development Code amendment, Zoning Map amendment, and Development Agreement.

Analysis
City Council approved the project entitlements at the November 1, 2022 meeting with additional Conditions of Approval and non-substantive modifications to the Development Agreement, as described below.

Development Code and Zoning Map Amendment Ordinances
The project includes amendments to the Development Code, Zoning Map, and General Plan to create a Neighborhood Center Overlay (NCO) designation to increase density and building heights beyond the currently allowed standards in the High Density Residential (HDR) and Urban Residential (UR) land use designations for the Project site. The NCO District would allow a maximum residential density of 175 units per acre and maximum height of 13 stories or 140 feet (whichever is greater). The NCO designation would support development of higher density housing and encourage mid-rise and high-rise residential development with neighborhood-serving commercial and community uses at the ground floor. Permitted uses would be the same as those in the R-HD and R-UHD zoning districts, with the addition of neighborhood service uses at the ground floor as a permitted use rather than a conditionally permitted use.

The Zoning Map amendment applies the NCO zone to the project site (APNs: 063-282-010; 063-282-020; 063-282-030; 063-282-040; 063-282-050; 063-282-060; 063-282-070; 063-282- 080; 063-282-090; 063-281-020; 063-281-030; 063-281-040; 063-281-100 and 063-281-110).

Any future application for a zone change to the NCO zone would require approval by City Council and consistency with the Westside Area Plan prerequisites and policies. Per Council’s direction, the text within the Development Code Amendment limits the area for future application to properties within the Westside Area Plan zoned R-HD-5 or R-UHD bounded by West Bayshore Road, Euclid Avenue, O’Connor Street, and Manhattan Avenue and those parcels within the Westside Area Plan with frontage on Euclid Avenue.

City Council adopted the General Plan Amendment by resolution at the November 1, 2022 meeting. The Development Code Amendment Ordinance is included as Attachment A and the Zoning Map Amendment Ordinance is included as Attachment B.

Development Agreement
The City Council directed staff to make the following changes to the Development Agreement.

These provisions have been incorporated.

1. Off-Site Affordable Housing Units (Section 4.5.2 (d)): if fewer than 89 units (minimum off-site affordable housing units) are constructed within the off-site affordable housing project, an additional five percent affordable housing in-lieu fee payment for each of the units not constructed is required.

2. Safety Net Units (Section 4.5.3 (g)): if no offsite affordable housing project is constructed by the time of the DA term expiration, and the affordability restriction on the safety net units becomes permanent, an additional in-lieu fee payment of 25 percent of

3.4 Packet Pg. 38
the affordable housing in-lieu fee in effect at such time for 20 percent the project’s net new units (89 units as proposed) is required.

In addition, Staff made one minor revision to the language presented to Council at the November 1, 2022 meeting. The revision pertains to the provision regarding the in-lieu fee payment amount that would be triggered if the affordability restriction of the safety net units becomes permanent (Section 4.5.3(g)). The language discussed at the council meeting referred to an 89-unit affordable housing requirement (20% of the project’s 444 net new units).

The revised language refers to the 20% net new unit requirement rather than a discrete number of units to ensure internal consistency throughout the document and to index the affordable unit requirement to the actual number of units to be constructed. The changes above have been incorporated into the Development Agreement (Attachment C).

Additional Conditions of Approval
The City Council added the Conditions of Approval below to the project. Text in strikethrough and underline reflects modifications made by Council at the November 1st hearing, while the other conditions of approval were included as Attachment A to the November 1st staff report.

1. The applicant shall offer a $2,000 anti-displacement incentive in the form of a rent rebate or home goods voucher to households that move into right of return units.

2. Prior to Building Permit issuance, the applicant shall contribute $150,000 to the City to be used as a rent relief fund.

3. Prior to Building Permit issuance, the applicant shall dedicate the land adjacent to the San Francisquito Creek (APN 063-471-020) along Woodland Avenue between Euclid Avenue and University Avenue to the City to serve as a public park and contribute $15,000 to the City for design services. The applicant shall provide a Phase I Environmental Site Assessment prior to land dedication verifying that the project site is appropriate for park-use.

4. The applicant shall maintain the 9,300 square foot park at the project site in perpetuity.

5. Prior to issuance of certificate of occupancy, the applicant shall make a $25,000 financial contribution to the City to support the creation of a future residential parking permit program or to fund a future TMA.

6. The applicant shall participate in Commute.org’s Certified Development Program as part of the project’s TDM plan.

7. The applicant shall partner with the City to construct a sidewalk and street lighting as required by the City from the project site along West Bayshore Road to the Water Tank site at 375 Donahoe Street. The applicant shall include sidewalk improvements with the off-site improvement plans, which are required to be submitted with building permits.

The developer’s portion of the improvement costs shall be a maximum $125,000.

8. The applicant shall install publicly accessible electric vehicle (EV) chargers within the project’s parking garage or another publicly accessible location agreed upon by the City.

If located in the public right of way, the applicant will have a maximum contribution of $50,000. The applicant shall install a minimum of four level-2 chargers and minimum of one level 3-charger.

9. The applicant shall install accessible drinking water fountains within the project park.

10.The applicant shall provide information on Relocation Plan implementation to the Rent Stabilization Board on a bi-monthly basis so the Rent Stabilization Board can oversee implementation of the Relocation Plan. Tenants may report any grievances with Plan Implementation to the Rent Stabilization Program staff so the issue may be presented to the Rent Stabilization Board for review and resolution. It is anticipated that the Rent

3.4 Packet Pg. 39
Stabilization Board will hold bimonthly meetings on Relocation Plan implementation for the first 8 months of implementation.

11.The applicant shall provide written notification in both English and Spanish to all affected households of each Rent Stabilization Board meeting which includes the Relocation Plan as an agenda item at least 72 hours prior to the meeting.

12.During implementation of the Relocation Plan, the applicant shall provide copies of all forms sent to and received by tenants to the Rent Stabilization Program staff within one week of mailing/hand delivery or receipt.

13.During implementation of the Relocation Plan, the applicant shall provide Rent Stabilization Program staff with a bimonthly report, in a form approved by the Rent Stabilization Board, including, but not limited to, on-site occupancy (through demolition), how households have chosen to participate in the Relocation Plan (e.g. temporary apartment in Woodland Park, temporary apartment elsewhere, or relocation payment), which households remain undecided, and which households (if any) have left without utilizing relocation benefits.

14.Applicant shall give notices to the tenants within 30 days of entitlement becoming final of the option to move immediately and encourage tenants to move. Beginning May 1, 2023, in order to ensure the continued safety of the remaining tenants, within thirty days of fewer than one-third of the total project units being occupied, the Applicant must give Ellis Act notices of termination of tenancy to all remaining tenants and shall comply with all requirements of the EPA Municipal Code and State law for removing the rental units from the rental market. Once the Property is vacant, Applicant shall secure the property to prevent unauthorized entry. Within one week of project approval, the applicant shall send notice of project and relocation plan approval to all households at the project site and those participating in the Optional Tenant-Requested Move (OTRM) program. This notice shall readvertise the OTRM program for any households who wish to move to temporary units on a faster timetable. Copy of this notice shall be sent to Rent Stabilization Program staff.

15.The applicant shall resubmit the Relocation Plan to staff incorporating all errata changes for staff’s approval within 30 days of approval of the Plan.

16.Within three weeks of staff’s approval of the finalized Relocation Plan, the applicant shall send a copy of the Relocation Plan to all eligible households in both English and Spanish.

17.The applicant shall provide a waiver with all move out documentation for tenants who move out without participating in the OTRM program prior to being sent the notice of termination of tenancy. The waiver shall include an acknowledgement that by moving out prior to receiving notice of termination of tenancy, the tenant relinquishes rights to relocation benefits, including relocation payments, temporary replacement apartments, and right of return units. A copy of this form shall be provided to Rent Stabilization Program Staff.

18.Within 30 days of project approval, the applicant shall enter into a reimbursement agreement with the City to provide funds to hire an independent contractor to verify the tenancy data provided by the applicant. The developer shall reimburse the City for all costs connected with an independent audit.

These additional conditions of approval were incorporated into the final conditions of approval for the project.

Fiscal Impact
There is a neutral fiscal impact to adopting the Development Code, Zoning Map, and

3.4 Packet Pg. 40
Development Agreement ordinances. The purpose of a Development Agreement, as set forth in Chapter 18.108, is in exchange for assurance from the City that a project can be developed as approved for a specific time period, the project provides the City with significant tangible benefits beyond what would be required. The applicant will provide community benefits including a new public park, community function space, bus stop improvements, water tank and infrastructure, storm drainage improvements, and dedication of roadway.

The Fiscal Impact Analysis concludes the proposed project itself is projected to have a positive net impact on the City of East Palo Alto’s General Fund, resulting in an estimated $1,109,000 in annual General Fund revenues in excess of the estimated annual General Fund expenditures required for the City to provide services to the project. Additional financial contributions to the City will be made through payment of Development Impact Fees and implementation of the project Conditions of Approval, as described above.

Public Notice
The public was provided notice via publication in the local newspaper on August 26, 2022. The public was provided notice of this agenda on the City’s official bulletin board outside City Hall, and the agenda and report were made available on the City’s website at http://eastpaloalto.iqm2.com/Citizens/Default.aspx. The project website was updated with meeting information.

Environmental
An Environmental Impact Report (EIR) was prepared for the project pursuant to the California Environmental Quality Act (CEQA) to identify and address any potentially significant environmental effects associated with the project. The City Council certified that the Final Environmental Impact Report (FEIR) had been done in compliance with the California Environmental Quality Act (CEQA) and adopted a Statement of Overriding Considerations and a Mitigation, Monitoring and Reporting Plan pursuant to Public Resources Code 21000 and the CEQA Guidelines (California Code of Regulations, Title 14, Section 15000) at the October 4, 2022 Public Hearing.

Attachments
A. Development Code Amendment Ordinance
B. Zoning Map Amendment Ordinance
C. Ordinance Approving Development Agreement (with Development Agreement)

3.4 Packet Pg. 41
ORDINANCE NO. ___

AN ORDINANCE OF THE CITY COUNCIL

OF THE CITY OF EAST PALO ALTO
ADOPTING DEVELOPMENT CODE TEXT AMENDMENT (ZC19-002) AMENDING TITLE 18 (ZONING) OF THE EAST PALO ALTO MUNICIPAL CODE TO ADD THE

NEIGHBORHOOD CENTER OVERLAY DISTRICT
WHEREAS, Section 18.114 of the City of East Palo Alto Development Code allows for amendments to the Development Code and provides procedures for processing such amendments;

WHEREAS, Section 18.114.060 of the City of East Palo Alto Development Code sets forth findings for Development Code amendments;
WHEREAS, the Planning Commission concurrently reviewed a General Plan, the Development Code amendment and a Zoning Map amendment at a duly noticed public hearing on July 25, 2022; and
WHEREAS, the Planning Commission found that the Development Code amendment met the required findings, and recommended the City Council adopt the amendment; and
WHEREAS, the City Council at a duly noticed public hearing on September 6, 2022 and continued the hearing to September 20, 2022, and after considering the matter further at the October 4, 2022 and November 1, 2022 City Council Meetings, found that the Development Code amendment met the required findings, and approved the proposed amendment on November 1, 2022.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO DOES ORDAIN AS FOLLOWS:

SECTION 1. CHAPTER 18.11 ADDED
Chapter 18.11 is hereby added to the East Palo Alto Municipal Code to read:

Chapter 18.11 -- OVERLAY ZONES
Sections:

18.11.010 – Purpose and Intent.

A. The purpose of an overlay zoning district is to allow the City to establish special land use regulations, standards, or procedures in areas with unique land use, site planning, building design, or environmental resource issues. An overlay zoning district also

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Attachment: Development Code Amendment Ordinance (2474 : Woodland Park Euclid Improvements Second Reading of Ordinances) is an appropriate mechanism to implement long-term goals and land use requirements for a specific property or location and is intended to be applied only where special circumstances justify the modification of base zoning district regulations to achieve specific land use and design objectives. Overlay zoning districts are established through rezoning and only in conjunction with base zoning districts. Except as modified by the overlay zoning district, the provisions of the applicable base-zoning district apply to all development within the boundary of the designated area. If regulations conflict, the applicable overlay zoning district regulations shall prevail.

B. Whenever an overlay district is established, any subsequent change to the basezoning district shall not be construed to alter the overlay district. Projects must meet general plan requirements for increases in intensity. An intent to alter the overlay district on a given property requires an application.

18.11.020 – Neighborhood Center Overlay (NCO) Zone.

A. The Neighborhood Center Overlay (NCO) Zone provides for additional residential density in the Multiple-Family High Density Residential Zone (subzone R-HD-5) and the Multiple-Family Urban High Density Residential Zones (R-UHD), as well as ground floor neighborhood service uses to serve the needs of residents living in the higher density dwellings. This zone implements the NCO land use designation in the General Plan.

B. The NCO Zone shall apply to properties identified on the zoning map by the symbol “NCO” within parentheses, following the R-HD-5 or R-UHD designation. The development standards established by this chapter shall apply in lieu of the comparable standards established for the underlying R-HD-5 or R-UHD zone.

C. The NCO Zone may only be applied to properties in the Westside Area designated as eligible for increases in intensity on a “project-by-project basis” as set forth by Westside Area Plan Policy 5.4 and Figure 11-12.

D. The NCO Zone may only be applied to properties within the Westside Area Plan zoned R-HD-5 or R-UHD bounded by West Bayshore Road, Euclid Avenue, O’Connor Street, and Manhattan Avenue and properties within the Westside Area Plan zoned R-HD-5 or RUHD with frontage on Euclid Avenue. The NCO Zone may not be applied to properties that adjoin parcels zoned R-LD or R-MD.

E. The NCO Zone may not be applied to any parcels with frontage within 100 feet of the centerline of San Francisquito Creek.

18.11.030 – Land Use Regulations and Allowable Uses
A. Permitted uses. Neighborhood services uses no greater than 5,000 square feet in size shall be permitted in addition to the land uses permitted and conditionally permitted in

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Attachment: Development Code Amendment Ordinance (2474 : Woodland Park Euclid Improvements Second Reading of Ordinances) the underlying R-HD-5 or R-UHD zoning district shown in Section 18.10.020, Table 2-1.

B. Additional Regulations. Regulations applicable to the underlying R-HD-5 or RUHD zone that are not in conflict with the provisions of this chapter shall apply. Provisions elsewhere in the Development Code also may apply.

C. Permit Processing. All permit processing procedures, as applicable, set forth in Article 7 of the Development Code are required.

18.11.040 – Development Standards
For properties within the NCO Zone, the requirements set forth in Section 18.10.030, Table 2-2 for the R-HD-5 and R-UHD zones, as applicable, shall apply except as amended by the NCO Zone standards set forth in Table 2-2.1 below.

Table 2-2.1
Development Standards for NCO Zone
Development Feature
(minimum unless otherwise indicated) NCO
Density 175 du/acre (maximum)
Setbacks
Front 5 ft.

Corner vision triangle 12 ft.

Side/Street Side 5 ft.

Rear 10 ft.

Height 13 stories or 140 feet, whichever is
greater1
Open Space2
Common Open Space 50 sq. ft.

Private Open Space
Ground Floor Units 50 sq. ft.

Upper Floor Units 50 sq. ft
Parking Chapter 18.303
Notes:

1. Height regulations related to mechanical screening and equipment from Municipal Code Section 18.22.030 and 18.22.040 shall apply.

2. Common Open Space and Private Open Space may be aggregated without limitation

3. Municipal Code Section 18.30.080(B) shall not apply in the NCO overlay for any project with an approved Parking Study and Transportation Demand Management (TDM) Plan submitted pursuant to Municipal Code Section 18.32 that utilizes unbundled parking as a TDM measure.

18.11.050 – Required Determinations

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Attachment: Development Code Amendment Ordinance (2474 : Woodland Park Euclid Improvements Second Reading of Ordinances) Prior to the Planning Commission recommending approval of any NCO district application and prior to the City Council approving an ordinance designating and regulating any NCO district, all of the following findings must be made with respect to the proposal, in addition to findings required by Chapter 18.114:

A. The project does not displace existing residents.

B. The project provides income-restricted affordable housing consistent with City’s Inclusionary Housing Ordinance (Chapter 18.37 of the East Palo Alto Municipal Code).

C. The project preserves “right of return” for existing residents if demolition of existing residential units is proposed.

D. The project maintains the City’s rent stabilization program, where applicable.

E. The project contributes to the provision of new parks and open spaces.

F. The project contributes to the provision of new streets and infrastructure.

G. The project improves the fiscal health of the City.

H. The project enhances the area for residents.

SECTION 2. CALIFORNIA ENVIRONMENTAL QUALITY ACT.

The environmental effects of the Woodland Park Euclid Improvements Project and its associated zone change were analyzed in the Environmental Impact Report (EIR) (SCH# 2020040270) and Mitigation, Monitoring, and Reporting Program, which were certified and approved by the City on October 4, 2022. Future applications for zone changes to the NCO Zone are not reasonably foreseeable and therefore would be required to complete additional environmental review.

SECTION 3. SEVERABILITY.

If any section, subsection, sentence, clause, phrase or word of this Ordinance is for any reason held to be invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed and adopted this Ordinance, and each and all provisions hereof, irrespective of the fact that one or more provisions may be declared invalid.

SECTION 4. EFFECTIVE DATE.

This Ordinance shall take effect and be in full force thirty (30) days after the date of its adoption.

SECTION 5. PUBLICATION.

The City Clerk is hereby directed to cause publication of this Ordinance as required by Government Code Section 36933.

INTRODUCED at a regular City Council meeting held November 1, 2022, and

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Attachment: Development Code Amendment Ordinance (2474 : Woodland Park Euclid Improvements Second Reading of Ordinances) PASSED AND ADOPTED at a regular City Council meeting held on ________, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

SIGNED:

Ruben Abrica, Mayor
ATTEST: APPROVED AS TO FORM:

James Colin, City Clerk Valerie J. Armento, Interim City Attorney

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Attachment: Development Code Amendment Ordinance (2474 : Woodland Park Euclid Improvements Second Reading of Ordinances) ORDINANCE NO. ___

AN ORDINANCE OF THE CITY COUNCIL

OF THE CITY OF EAST PALO ALTO
ADOPTING ZONING MAP AMENDMENT (ZC19-002) AMENDING THE ZONING MAP

OF THE EAST PALO ALTO TO REZONE CERTAIN PROPERTIES TO

NEIGHBORHOOD CENTER OVERLAY DISTRICT
WHEREAS, Section 18.114 of the City of East Palo Alto Development Code allows for amendments to the Zoning Map and provides procedures for processing such amendments;

WHEREAS, Section 18.114.060 of the City of East Palo Alto Development Code sets forth findings for Zoning Map amendments;
WHEREAS, the Planning Commission concurrently reviewed a General Plan, a Development Code amendment and the Zoning Map amendment at a duly noticed public hearing on July 25, 2022; and
WHEREAS, the Planning Commission found that the Zoning Map amendment met the required findings, and recommended the City Council adopt the amendment; and WHEREAS, the City Council held a duly-noticed public hearing on September 6, 2022 and continued the hearing to September 20, 2022, and after considering the matter further at the October 4, 2022 and November 1, 2022 City Council Meetings, found that the Development Code, Zoning Map and General Plan Amendments met the required findings, and approved the proposed amendments on November 1, 2022.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO DOES ORDAIN AS FOLLOWS:

SECTION 1. ZONING MAP AMENDMENT
The City of East Palo Alto Zoning Map is hereby amended to rezone the following parcels with the Neighborhood Center Overlay (NCO) overlay designation, as shown in Table 1 and Figure 1 below:

Table 1: Zoning Map Amendment by Accessor’s Parcel Number Assessor’s Parcel No. Existing Zoning Amended Zoning
063-282-010 R-HD-5 R-HD-5 (NCO)
063-282-020 R-HD-5 R-HD-5 (NCO)
063-282-030 R-HD-5 R-HD-5 (NCO)
063-282-040 R-HD-5 R-HD-5 (NCO)
063-282-050 R-HD-5 R-HD-5 (NCO)

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Attachment: Zoning Map Amendment Ordinance (2474 : Woodland Park Euclid Improvements Second Reading of Ordinances) 063-282-060 R-HD-5 R-HD-5 (NCO)
063-282-070 R-HD-5 R-HD-5 (NCO)
063-282-080 R-UHD R-UHD (NCO)
063-282-090 R-UHD R-UHD (NCO)
063-281-020 R-UHD R-UHD (NCO)
063-281-030 R-UHD R-UHD (NCO)
063-281-040 R-UHD R-UHD (NCO)
063-281-100 R-HD-5 R-HD-5 (NCO)
063-281-110 R-HD-5 R-HD-5 (NCO)

Figure 1: Zoning Map Amendment
SECTION 2. CALIFORNIA ENVIRONMENTAL QUALITY ACT.

The environmental effects of the Woodland Park Euclid Improvements Project and its associated zone change were analyzed in the Environmental Impact Report (EIR) (SCH# 2020040270) and Mitigation, Monitoring, and Reporting Program, which were certified and NCO

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Attachment: Zoning Map Amendment Ordinance (2474 : Woodland Park Euclid Improvements Second Reading of Ordinances) approved by the City on October 4, 2022. Future applications for zone changes to the NCO Zone are not reasonably foreseeable and therefore would be required to complete additional environmental review.

SECTION 3. SEVERABILITY.

If any section, subsection, sentence, clause, phrase or word of this Ordinance is for any reason held to be invalid by a court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed and adopted this Ordinance, and each and all provisions hereof, irrespective of the fact that one or more provisions may be declared invalid.

SECTION 4. EFFECTIVE DATE.

This Ordinance shall take effect and be in full force thirty (30) days after the date of its adoption.

SECTION 5. PUBLICATION.

The City Clerk is hereby directed to cause publication of this Ordinance as required by Government Code Section 36933.

INTRODUCED at a regular City Council meeting held November 1, 2022, and PASSED AND ADOPTED at a regular City Council meeting held on ________, 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

SIGNED:

Ruben Abrica, Mayor
ATTEST: APPROVED AS TO FORM:

James Colin, City Clerk Valerie J. Armento, Interim City Attorney

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Attachment: Zoning Map Amendment Ordinance (2474 : Woodland Park Euclid Improvements Second Reading of Ordinances) ORDINANCE NO. 2022-_______

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF EAST PALO

ALTO APPROVING A DEVELOPMENT AGREEMENT BETWEEN THE CITY

OF EAST PALO ALTO AND WOODLAND PARK PROPERTY OWNER, LLC

RELATING TO THE DEVELOPMENT OF THE WOODLAND PARK EUCID
IMPROVEMENTS PROJECT AT MANHATTAN AVE AND O’CONNOR ST
WHEREAS, to strengthen the public planning process, encourage private participation in comprehensive planning and reduce the economic risk of development, the Legislature of the State of California adopted Government Code Sections 65864 et seq. (the "Development Agreement Statute") which authorizes cities to enter into agreements for the development of real property with any person having a legal or equitable interest in such property in order to establish certain development rights in such property; and
WHEREAS, in accordance with the Development Agreement Statute, the City of East Palo Alto enacted Chapter 18.108 of the East Palo Alto Municipal Code (the "Development Agreement Regulations") to implement procedures for the processing and approval of development agreements in accordance with the Development Agreement Statute; and
WHEREAS, Woodland Park Property Owner, LLC ("Developer") submitted an application requesting approval of a General Plan Amendment (GP19-001) and Development Code and Zoning Map amendments (ZC19-002), Design Review Permit (DR 19-028), Conditional Use Permit (CUP22-003), Tentative Parcel Map (TTM19-001), and Development Agreement to allow for the construction of a mixed-use residential project containing approximately 605 residential units within three buildings ranging in height from 5 to 13 stories with approximately 605 parking spaces in a structured garage and approximately 2,500 square feet of community function space and 2,215 square feet of neighborhood-serving retail space. (the "Project"); and WHEREAS, Developer proposes to enter into a Development Agreement with the City of East Palo Alto for the purpose of developing the Project in exchange for contributions to the community, as articulated in the Development Agreement; and WHEREAS, pursuant to the Development Agreement Statute and Development Agreement Regulations, the Planning Commission held a duly noticed public hearing on July 25, 2022, on the proposed Project and found the proposed Development Agreement is consistent with the objectives of the general plan and the Westside Area Specific Plan, in conformity with public convenience and beneficial to the public welfare, and will not adversely impact the orderly development of property; and

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Attachment: Ordinance Approving Development Agreement (with Development Agreement) (2474 : Woodland Park Euclid Improvements WHEREAS, the City Council, after published notice, held a public hearing on September 6, 2022, concerning the proposed Project and continued the public hearing to September 20, 2022, and considered the matter further at the October 4, 2022 and November 1, 2022 City Council Meetings, including the reports and documents presented by City staff, the Planning Commission's recommendations, and the written and oral comments presented at the public hearing.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF EAST
PALO ALTO DOES ORDAIN AS FOLLOWS:

SECTION 1. Findings and Determination.

The City Council hereby finds and declares the above recitals are true and correct.

The City Council finds the provisions of the Development Agreement are consistent with the City's General Plan and Westside Area Specific Plan as they exist on the effective date of this ordinance, and hereby incorporates the conformity findings from the City Council staff report dated September 20, 2022 which was attached to the staff report dated November 1, 2022. The City Council finds the provisions of the Development Agreement that constitute the project’s Inclusionary Housing Plan are consistent with East Palo Alto Municipal Code Section 18.37.080(D) and finds that the alternative compliance method proposed provides greater public benefit than would provision of the inclusionary units on-site due to the preservation of on-site rent-controlled units and provision of off-site income-restricted units.

SECTION 2. Approval of Development Agreement.

Based on the findings herein and in the resolution included in the above recitals, the City Council hereby approves the Development Agreement attached as Exhibit 1 and authorizes the City Manager to execute the Development Agreement, subject to such minor, conforming, or clarifying changes consistent with the terms thereof as may be approved by the City Manager prior to execution thereof, and any and all other documents necessary to effectuate the Development Agreement.

SECTION 3. CEQA
The environmental effects of the Project subject to the Development Agreement were analyzed in the Environmental Impact Report (EIR) (SCH # 2020040270) and Mitigation Monitoring and Reporting Plan, which were certified and approved by the City Council on October 4, 2022, and mitigation measures incorporated into the Project.

The City Council also adopted a Statement of Overriding Consideration.

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Attachment: Ordinance Approving Development Agreement (with Development Agreement) (2474 : Woodland Park Euclid Improvements SECTION 4. Severability.

If any section, subsection, sentence, clause or phrase of this Ordinance is for any reason held to be unconstitutional, invalid or ineffective by a court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Ordinance. The City Council hereby declares that it would have adopted this Ordinance, and each section, subsection, sentence, clause and phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared unconstitutional, invalid or ineffective.

SECTION 5. Effective Dates
This Ordinance shall be in full force and effect thirty (30) days after its adoption.

SECTION 6. Publication. The City Clerk is directed to cause publication of this Ordinance as required by Government Code Section 36933.

INTRODUCED at a regular City Council meeting held November 1, 2022, and PASSED AND ADOPTED at a regular City Council meeting held on ________, 2022, by the following vote:

AYES:

NOES:

ABSTAIN:

ABSENT:
_____________________________
Ruben Abrica, Mayor
ATTEST: APPROVED AS TO FORM:
_____________________________ _____ __________________________ James Colin, City Clerk Valerie J. Armento, Interim City Attorney

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Attachment: Ordinance Approving Development Agreement (with Development Agreement) (2474 : Woodland Park Euclid Improvements 551\95\3398553.1

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City Clerk's Office
City of East Palo Alto
2415 University Avenue
East Palo Alto, CA 94303
Exempt from Recording Fee
Pursuant to Government
Code Section 27383
______________________________________________________________________________ Space above this line for Recorder's Use Only

DEVELOPMENT AGREEMENT
by and between

THE CITY OF EAST PALO ALTO
and

WOODLAND PARK PROPERTY OWNER, LLC
City of East Palo Alto, California

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TABLE OF CONTENTS
Page
i
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ARTICLE I DEFINITIONS ......................................................................................................3

1.1 Definitions:.................................................................................................................3

1.2 Capitalized Terms. .....................................................................................................7 ARTICLE II GENERAL PROVISIONS..................................................................................7

2.1 Parties. ...................................................................................................................7

2.2 Recording. ..................................................................................................................8

2.3 Term. ...................................................................................................................8 ARTICLE III DEVELOPMENT OF THE PROPERTY .......................................................8

3.1 Use of the Property and Applicable Law. ..................................................................8

3.2 No Conflicting Enactments. .......................................................................................9

3.3 Reservations of Authority. .......................................................................................10

3.4 Subsequently Enacted Rules and Regulations. ........................................................10

3.5 Nexus/Reasonable Relationship Waiver. .................................................................10

3.6 Initiatives and Referenda..........................................................................................11

3.7 Compliance With Requirements of Other Governmental Entities...........................11

3.8 City's Police Power. .................................................................................................12

3.9 Subsequent City Approvals for the Property............................................................12

3.10 Life of City Approvals. ..........................................................................................13 ARTICLE IV OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES ...................14

4.1 Generally .................................................................................................................14

4.2 Agreement Controls .................................................................................................14

4.3 Payment of Fees, Taxes and Assessments. ..............................................................14

4.4 Public Improvements................................................................................................16

4.5 Affordability Requirements......................................................................................17

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TABLE OF CONTENTS
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4.6 City Obligations. ......................................................................................................21 ARTICLE V COMMUNITY BENEFITS ..............................................................................21

5.1 Provision by Developer............................................................................................21 ARTICLE VI AMENDMENT OF AGREEMENT AND APPROVALS............................25

6.1 Amendment or Termination by Mutual Consent. ....................................................25

6.2 Minor Modifications and Major Amendments to Agreement..................................25

6.3 Requirement for a Writing. ......................................................................................25

6.4 Amendments to Development Agreement Legislation. ...........................................25

6.5 Modification of City Approvals. ..............................................................................26

6.6 Effect of Termination on Developer's Obligations. .................................................26 ARTICLE VII ANNUAL REVIEW........................................................................................27

7.1 Time of Review........................................................................................................27

7.2 Compliance Letter....................................................................................................27

7.3 Determination of Good Faith Compliance...............................................................27

7.4 No Waiver. ...............................................................................................................28 ARTICLE VIII DEFAULT, REMEDIES, AND TERMINATION.....................................28

8.1 Notice of Breach.......................................................................................................28

8.2 Remedies for Breach. ...............................................................................................28

8.3 Termination by Mutual Consent. .............................................................................29 ARTICLE IX ESTOPPEL CERTIFICATE..........................................................................29 ARTICLE X TRANSFERS, ASSIGNMENTS ......................................................................29

10.1 Agreement Runs With the Land.............................................................................29

10.2 Right to Assign.......................................................................................................30

10.3 Release Upon Assignment. ....................................................................................30

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ARTICLE XI MORTGAGEE PROTECTION.....................................................................30

11.1 Mortgage Protection...............................................................................................30

11.2 Mortgagee Not Obligated.......................................................................................30

11.3 Notice of Default to Mortgagee. ............................................................................31

11.4 No Supersession. ....................................................................................................31 ARTICLE XII INDEMNIFICATION....................................................................................31

12.1 No Duty of City; Hold Harmless............................................................................31

12.2 Indemnification. .....................................................................................................31 ARTICLE XIII NOTICES.......................................................................................................32

13.1 Notices. ...................................................................................................32 ARTICLE XIV MISCELLANEOUS......................................................................................33

14.1 Cooperation in the Event of Third-party Legal Challenge.....................................33

14.2 Invalidity. ...............................................................................................................33

14.3 Applicable Law and Venue. ...................................................................................33

14.4 Severability.............................................................................................................33

14.5 Nondiscrimination..................................................................................................33

14.6 Headings.................................................................................................................34

14.7 Agreement is Entire Understanding. ......................................................................34

14.8 Interpretation. .........................................................................................................34

14.9 Further City Actions...............................................................................................34

14.10 Computation of Time; Time of the Essence.........................................................35

14.11 Permitted Delay....................................................................................................35

14.12 Recordation of Termination. ................................................................................35

14.13 Counterparts. ........................................................................................................36

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Attachment: Ordinance Approving Development Agreement (with Development Agreement) (2474 : Woodland Park Euclid Improvements 551\95\3398553.1

DEVELOPMENT AGREEMENT
This Development Agreement ("Agreement"), dated for reference purposes only as of this ____ day of __________, 20__, and effective as of the Effective Date (as defined herein), is entered into by and between the CITY OF EAST PALO ALTO, a California municipal corporation (the "City"), and WOODLAND PARK PROPERTY OWNER, LLC, a Delaware limited liability company, doing business as Woodland Park Communities (the "Developer"), with reference to the following facts, purposes, and understandings:

RECITALS
A. Section 65864 et seq. of the California Government Code authorizes City to establish procedures for and to enter into binding development agreements with persons having legal or equitable interests in real property located within the City that is the subject of the development agreement.

B. The City's Municipal Code establishes the procedures for review and approval of development agreements in Chapter 18.108. This Agreement is consistent with the City's development agreement provisions.

C. Developer is the fee owner of that certain property in the City located at 2021 Euclid Ave., 2025 Euclid Ave., 2031 Euclid Ave., 2041 Euclid Ave. (previously known as 420 E.

O'Keefe), 2043 Euclid Ave., 2012 Euclid Ave., 2032 Euclid Ave., 2036 Euclid Ave., 2040 Euclid Ave., 2042 Euclid Ave., 2044 Euclid Ave., 2054 Euclid Ave., 501 O'Connor St., 2001 Manhattan Ave., and 2033 Manhattan Ave., designated as Assessor's Parcel Nos. 063282010, 063282020, 063282030, 063282040, 063282050, 063282060, 06328207, 063282080, 063282090, 063281020, 063281030, 063281040, 063281100, and 063281110, and more particularly described in Exhibit A attached hereto and incorporated herein by this reference (the "Property").

D. Developer desires to develop on the Property a project (the "Project") consisting of the replacement of several aging, outdated structures containing, as of the Effective Date, 160 rentstabilized rental apartment units and one single family rental (non-RSO) unit, with new buildings containing up to 605 rental apartment units, 160 of which will be subject to the RSO in accordance with a deed restriction, replacing the existing apartment units one-for-one, together with publicly available private open space, common areas (including meeting room), parking, and associated facilities, in accordance with the provisions of this Agreement, the Project Approvals (defined below), and other applicable regulations of the City of East Palo Alto and other governmental agencies having jurisdiction over the Property.

E. On ____, 20__, City's Planning Commission held a duly noticed public hearing on this Agreement and (i) determined that this Agreement complies in all respects with CEQA, (ii) determined that this Agreement is consistent with the City's General Plan, and, (iii) recommended that the City Council approve this Agreement.

F. The following approvals (including all conditions of approval thereto), entitlements, and findings are being concurrently reviewed and approved herewith by the City with

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Attachment: Ordinance Approving Development Agreement (with Development Agreement) (2474 : Woodland Park Euclid Improvements 2 551\95\3398553.1
respect to the Property and the Project and, collectively together with this Agreement, constitute the "Existing City Approvals":
(1) The EIR (as defined below) and applicable provisions of the related Mitigation, Monitoring, and Reporting Program ("MMRP"), by City Council Resolution No. __;
(2) General Plan Amendment by City Council Resolution No. __ ("GPA"); (3) Zone Change by City Ordinance No. ___;
(4) Development Code (Zoning Text) Amendment by City Ordinance No. ___; (5) Conditional Use Permit for Merger, Demolition or Elimination of Affordable Dwelling Units by City Council Resolution No. __; (6) Vesting Tentative Parcel Map ____, by City Council Resolution No. __; (7) Design Review Permit, by City Council Resolution No. __; (8) Tree Removal Permit, by City Council Resolution No. __; (9) The Adopting Ordinance (as defined below); and
(10) Relocation Plan, by City Council Resolution No. ____.

G. On ___, 20___, the City examined the environmental effects of the Project in an Environmental Impact Report (State Clearing House # ___), comprised of a Draft Environmental Impact Report and Final Environmental Impact Report (the "EIR") prepared pursuant to CEQA.

On ___, 20__, the City Council reviewed and certified as adequate and complete the EIR by Resolution No. ___ and adopted written findings and approved the MMRP.

H. On ______, 20__, the City Council held a duly noticed public hearing on this Agreement and considered the Planning Commission's recommendations and testimony and information submitted by City staff, Developer, and members of the public, and found this Agreement to be consistent with the City's General Plan and introduced Ordinance No. ____, approving this Agreement.

I. On ___________, 20__, the City Council adopted Ordinance No. ____ enacting this Agreement (the "Adopting Ordinance").

J. The development of the Project also may require certain Subsequent City Approvals (as defined below).

NOW, THEREFORE, in consideration of the foregoing recitals of fact and the mutual covenants and promises set forth herein, the City and Developer hereby agree as follows:

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AGREEMENT

ARTICLE I

DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, the following defined terms are used in this Agreement:

1.1.1 "Adopting Ordinance" shall mean City Council Ordinance No. ___ approving and adopting this Agreement.

1.1.2 "Agreement" shall mean this Development Agreement, as the same may be amended from time to time.

1.1.3 "Applicable City Regulations" shall mean and consist of:
(a) The General Plan of the City in effect as of the Effective Date; (b) The Municipal Code of the City ("Municipal Code") in effect as of the Effective Date;
(c) The City Approvals (including this Agreement) and their terms and conditions;
(d) Other City Regulations applicable to the Property in effect as of the Effective Date, except as provided in Section 3.2.
(e) New City Regulations that apply to the Property as set forth in Section 3.4 ; and
(f) Other City Regulations that apply to the Property as set forth in Section 3.3.

1.1.4 "Applicable Law" shall mean (a) all State and Federal laws and regulations applicable to the Property and the Project as enacted, adopted and amended from time to time and (b) the Applicable City Regulations.

1.1.5 "Approved Plans" shall mean those plans and specifications with respect to the Project, titled "________________", dated _______, prepared by _______, comprised of Sheets ___ through ____, inclusive, and approved by the City by the Design Review Permit for the Project.

1.1.6 "CEQA" shall mean the California Environmental Quality Act (California Public Resources Code Sections 21000-21177) and the implementing regulations promulgated thereunder by the Secretary for Resources (California Code of Regulations, Title 14, section 15000 et seq.).

1.1.7 "City" shall mean the City of East Palo Alto, a municipal corporation, and any successor or assignee of the rights and obligations of the City of East Palo Alto hereunder.

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1.1.8 "City Approvals" shall mean, collectively, the Existing City Approvals and the Subsequent City Approvals.

1.1.9 "City Council" shall mean the governing body of the City.

1.1.10 "City Planning Commission" shall mean the duly appointed and constituted planning commission of the City.

1.1.11 "City Regulations" shall mean, individually and collectively, (i) the General Plan and the Municipal Code, as adopted and amended by the City from time to time, and (ii) all other ordinances, resolutions, rules, regulations, requirements, standards, policies, conditions, specifications, and plans of the City, as adopted and amended by the City from time to time, including those governing zoning, subdivisions and subdivision design, land use, rate of development, growth control, density, building size, public improvements and dedications, construction standards, new construction and use, design standards, permit restrictions, development fees or exactions, terms and conditions of occupancy, or environmental guidelines or review, including those relating to hazardous substances.

1.1.12 "Compliance Letter" shall mean a letter submitted by Developer describing Developer's compliance with the terms of the City Approvals and this Agreement.

1.1.13 "Conditions " shall mean any and all conditions, terms, restrictions, or requirements (including dedications, fees, and exactions) imposed by the City on any City Approvals or otherwise imposed by the City on the Project or the Property.

1.1.14 "Developer" shall mean the Developer identified in the first paragraph of this Agreement and any successor or assignee to all or any portion of its right, title, and/or interest in and to ownership of all or a portion of the Property and/or the Project.

1.1.15 "Developer Affiliate" shall mean an entity or person that is directly or indirectly controlling, controlled by, or under common control with Developer. For purposes of this definition, "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity or a person, whether through the ownership of voting securities, by contract, or otherwise, and the terms "controlling" and "controlled" have the meanings correlative to the foregoing.

1.1.16 "Development Agreement Statute" shall mean California Government Code Sections 65864-65869.5, inclusive.

1.1.17 "Director" shall mean the City's Planning Division Manager or his/her authorized designee.

1.1.18 "Effective Date" shall mean the date the Adopting Ordinance becomes effective.

1.1.19 "Exactions" shall mean exactions imposed by the City as a condition of developing the Project, including requirements for acquisition, dedication or reservation of land or provision of tenant relocation benefits (on-site or off-site); and obligations to construct on-site or

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off-site public and private infrastructure improvements such as roadways, utilities or other improvements necessary to support the Project, whether such exactions constitute subdivision improvements, mitigation measures in connection with environmental review of the Project, or impositions made under Applicable City Regulations.

1.1.20 "Freeze Period" shall mean the time period from the date Developer submits a complete application for the first building permit until the date such building permit is issued.

The Freeze Period shall not extend beyond the expiration or earlier termination of this Agreement.

1.1.21 "General Plan" shall mean the City's 2035 General Plan adopted by the City Council on October 4, 2016, the final version of which was published in March 2017, as amended by the GPA.

1.1.22 "Mitigation Measures" shall mean the mitigation measures and related monitoring program applicable to the Project as set forth in the MMRP, as may be modified in any required subsequent CEQA review for the Project Approvals.

1.1.23 "Mortgage" shall mean the mortgage, deed of trust, sale and leaseback arrangement, or any other form of conveyance in which the Property, or a part or interest in the Property, is pledged as security and contracted for in good faith and for fair value.

1.1.24 "Mortgagee" shall mean the holder of a beneficial interest under a Mortgage or any successor or assignee of the Mortgagee.

1.1.25 "Net New Units" shall mean the number of net new rental housing units in the Project for which the City issues all necessary City Approvals (including building permits), calculated by subtracting from the total number of new rental housing units approved for the Project the total number of rental housing units existing at the Property as of the Effective Date (which total number of existing rental housing units is 161).

1.1.26 "Other Agency" shall mean any Federal, State, regional, or local governmental agency (other than City) with jurisdiction over the Property or the Project.

1.1.27 "Parks, Recreation, and Open Space Master Plan" shall mean a parks, recreation, and open space master plan, and amendments thereto, as may be adopted by the City prior to the Developer's application for a grading permit for the Project.

1.1.28 "Parties" shall mean Developer and City, and their respective successors and assigns under this Agreement.

1.1.29 "Permitted Delay" shall mean a delay in the performance by any Party of an obligation under this Agreement caused by an event beyond the reasonable control and without the fault of the Party claiming the delay (and despite the good faith efforts of such Party) first arising after the Effective Date, including, but not limited to: (i) acts of God; (ii) civil commotion; (iii) riots; (iv) strikes, picketing or other labor disputes; (v) shortages of materials or supplies; (vi) damage to work in progress by reason of fire, floods, earthquake or other casualties; (vii) a default under this Agreement by the other Party; (viii) as to City only, with respect to completion of the Annual Review or to processing applications for City Approvals, the failure, delay or inability of

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Developer to provide adequate information or substantiation as reasonably required to complete the Annual Review or process applications for Subsequent City Approvals; (ix) restrictions imposed or mandated by any Other Agencies, or delays by any Other Agencies in processing or issuing any Other Agency Approvals (including but not limited to any "will serve" letters); (x) enactment of conflicting State or Federal laws or regulations, (xi) judicial decisions or similar legal incapacity to perform, (xii) epidemics and pandemics, including COVID 19 (or variant)-induced restrictions on the ability of any Party to perform its obligations of this Agreement; and (xiii) litigation brought by a third party attacking the validity of this Agreement or any provision thereof or any action to be taken pursuant to this Agreement. Developer's inability to obtain Project or other financing and any Party's inability to make a payment when due shall not be basis of a Permitted Delay.

1.1.30 "Project" shall mean the Project as described and defined in Recital D.

1.1.31 "Project Approvals" shall mean, collectively, the City Approvals and the Other Agency Approvals.

1.1.32 "Property" is defined in Recital C.

1.1.33 "Public Improvements" shall mean all roads, parks, drainage, sewer, water, and utility improvements, and all other infrastructure and improvements for the Project that may or are to be dedicated or otherwise made available for public use pursuant to this Agreement or the Project Approvals.

1.1.34 "RSO" shall mean the Rent Stabilization and Just Cause for Eviction Ordinance of 2010 (Municipal Code Chapter 14.04) in effect as of the Effective Date.

1.1.35 "Subdivision Maps" shall mean any tentative or vesting tentative map, final map, tentative or vesting tentative parcel map, and parcel map, as those terms are defined in the Subdivision Map Act (California Government Code Sections 66410 et seq.) and the Municipal Code, and any amendments or modifications thereto and any lot line adjustments.

1.1.36 "Subsequent City Approvals" shall mean any and all subsequent City land use approvals, entitlements, permits, consents, and agreements (other than the Existing City Approvals), as may be necessary or desirable for implementation of the Project and this Agreement, including without limitation, the following: amendments of the Existing City Approvals, grading permits, building permits, sewer and water connection permits, certificates of occupancy, lot line adjustments, site plans, development plans, land use plans, building plans and specifications, Subdivision Maps, conditional use permits, variances, design review, demolition permits, improvement agreements, encroachment permits, regulatory agreements, TDM plan or program, and any amendments to, or repealing of, any of the foregoing.

1.1.37 "Term" is defined in Section 2.3.

1.1.38 "Third Party Challenge" shall mean any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement.

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1.2 Capitalized Terms. If any capitalized terms contained in this Agreement are not defined above, then any such terms shall have the meaning otherwise ascribed to them in this Agreement.

ARTICLE II

GENERAL PROVISIONS

2.1 Parties.

2.1.1 Developer Representations and Warranties.
(a) Developer represents and warrants that, as of the Effective Date of this Agreement, Developer is:
(i) the sole fee owner of the Property;
(ii) Duly organized and validly existing under the laws of the State of California;
(iii) Qualified and authorized to do business in the State of California and has duly complied with all requirements pertaining thereto; (iv) In good standing and has all necessary powers under the laws of the State of California to own property and in all other respects enter into and perform the undertakings and obligations of this Agreement.
(b) Developer further represents and warrants:
(i) That no approvals or consents of any persons are necessary for the execution, delivery or performance of this Agreement by Developer, except as have been obtained;
(ii) That the execution and delivery of this Agreement and the performance of the obligations of Developer have been duly authorized by all necessary actions and approvals required under any management and operating agreement for the limited liability company constituting Developer; and
(iii) That this Agreement is a valid obligation of Developer enforceable in accordance with its terms.

2.1.2 Relationship of City and Developer.

It is understood that this Agreement is a contract that has been negotiated and voluntarily entered into by City and Developer and that the Developer is an independent contractor and not an agent or partner of City.

City and Developer hereby renounce the existence of any form of joint venture or partnership between them, and agree that nothing contained in this Agreement or in any document executed

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in connection with this Agreement shall be construed as making City and Developer joint venturers or partners.

2.2 Recording.

Within ten (10) days after the Effective Date, the City Clerk shall cause recordation of this Agreement with the County Recorder against the Property.

2.3 Term.

The term of this Agreement (the "Term") shall commence upon the Effective Date and shall terminate seven (7) years following the Effective Date, unless sooner terminated as hereinafter provided. Notwithstanding the above Term, if prior to the seventh (7th) anniversary of the Effective Date, the Developer submits to the City a complete application for a building permit for the Project including construction drawings, the Term of this Agreement shall be automatically extended for five (5) years.

ARTICLE III

DEVELOPMENT OF THE PROPERTY

3.1 Use of the Property and Applicable Law.

3.1.1 Subject to Agreement.

The Property is hereby made subject to the provisions of this Agreement. All development of, or on, the Property, or any portion thereof, shall be undertaken only in compliance with the provisions of this Agreement and with Applicable Law.

3.1.2 Vested Rights.

The overall design, development, construction, and use of the Project and all improvements in connection therewith, including without limitation, permitted uses of the Property, the maximum density and/or number of residential units and commercial development, the intensity of use, the maximum height and size of the proposed buildings, provisions for reservation or dedication of land for public purposes, provisions for payment of fees and other exactions, the conditions, terms, restrictions, and requirements for subsequent discretionary actions, the provisions for and financing for Public Improvements, and the other terms and conditions of development applicable to the Property as set forth in:
• This Agreement;
• The City Approvals; and
• The Applicable City Regulations;
are hereby vested in Developer, subject to the provisions of this Agreement (the "Vested Elements"). The intent of this Section 3.1.2 is to cause all development rights which may be

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required to develop the Project in accordance with this Agreement and the City Approvals to be deemed to be "vested rights" as that term is defined under California law applicable to the development of land or property and the right of a city to regulate or control such development of land or property. City hereby agrees to be bound with respect to the Vested Elements, subject to Developer's compliance with the terms and conditions of this Agreement and the Project Approvals. By stating that the terms and conditions of this Agreement and the Project Approvals control the overall design, development and construction of the Project, this Agreement is consistent with the requirements of California Government Code Section 65865.2 (requiring a development agreement to state permitted uses of the property, the density or intensity of use, the maximum height and size of proposed buildings and provisions for reservation or dedication of land for public purposes). Notwithstanding the preceding provisions of this Section 3.1.2 or any other provision in this Agreement to the contrary, in the event of any conflict between the terms and conditions of any City Approvals (including Developer's rights and obligations thereunder) other than this Agreement, including without limitation any Subsequent City Approvals, and the terms and conditions of this Agreement (including Developer's rights and obligations hereunder), the terms and conditions of this Agreement (including Developer's rights and obligations hereunder) shall control.

3.1.3 Existing City Approvals and Applicable City Regulations. Prior to the Effective Date, the Developer shall have prepared two (2) sets of the Existing City Approvals and Applicable City Regulations, one (1) set for City and one (1) set for Developer, to which shall be added from time to time, Subsequent City Approvals, so that if it becomes necessary in the future to refer to any of the City Approvals or Applicable City Regulations, there will be a common set available to the Parties. Failure to include in the sets of City Approvals and Applicable City Regulations any rule, regulation, policy, standard or specification that is within the Applicable City Regulations and City Approvals as described in this Agreement shall not affect the applicability of such rule, regulation, policy, standard or specification.

3.2 No Conflicting Enactments.

Except as otherwise expressly provided in this Agreement, any City Regulations that conflict with any Vested Elements shall not apply to the Project or the Property. For purposes of this Section

3.2 and Sections 3.3, 3.4 and 3.9, the word "conflict" means and refers to any City Regulation that has or purports to have any of the following effects: (i) reduces or limits the maximum density and intensity of use (including but not limited to the number, square footage and floor area ratios of buildings, the overall maximum number and square footage of residential units, parking or loading spaces, and the maximum amount of development space), or the maximum height, bulk or size of proposed buildings from that permitted by the City Approvals; (ii) changes any land use designation or permitted use of the Property from that shown in the City Approvals; (iii) limits, controls or delays the rate, timing, phasing or sequencing of the development, or construction of all or any part of the Property except as set forth in the Vested Elements; (iv) limits or restricts any right or use specifically granted by the Vested Elements; (v) limits the location of building sites, grading or other improvements on the Property in a manner that is inconsistent with the Project Approvals; (vi) imposes conditions upon development of the Property other than as permitted by the Vested Elements; (vii) contravenes, precludes or renders infeasible compliance with any provision of the Vested Elements; (viii) applies to the Project or the Property any New City Regulations (as defined in and subject to Section 3.4) that are not uniformly applied on a City­wide

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basis to all substantially similar types of development projects and project sites (i.e., to all rental residential projects, to all commercial projects, to all mixed-use projects etc.); (ix) imposes against the Project or the Property any condition, dedication or other Exaction not specifically authorized by the Vested Elements; or (x) imposes against the Project or the Property any obligations regarding affordable housing or relocation not specifically required by the Existing City Approvals.

3.3 Reservations of Authority.

The development of the Project will require Subsequent City Approvals. At the time Subsequent City Approvals are applied for, the following City Regulations shall apply to those Subsequent Approvals:

3.3.1 Subject to Section 4.3.2, all Processing Fees which are in force and effect within the jurisdiction of the City for the class of Subsequent City Approvals being applied for.

3.3.2 Subject to Section 4.3.3, all Impact Fees, other fees, or other monetary and non-monetary exactions imposed by the City which are in force and effect within the jurisdiction of the City for a broadly based class of land, projects, or discretionary or ministerial approvals, or taxpayers, as applicable, on which they are imposed.

3.3.3 Procedural regulations relating to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure, which are in force and effect within the jurisdiction of the City for the class of City Permits being applied for.

3.3.4 Regulations governing construction standards and specifications including, without limitation, the City's building code, plumbing code, mechanical code, electrical code, fire code and grading code, all provisions of Title 15 of the East Palo Alto Municipal Code, and all other uniform construction codes which are in force and effect within the jurisdiction of the City for the class of Subsequent City Approvals being applied for.

3.4 Subsequently Enacted Rules and Regulations.

The City may during the term of this Agreement apply such new City Regulations ("New City Regulations") that are in force and effect within the jurisdiction of the City for the class of Subsequent City Approvals being applied for and which are not in conflict with the terms of this Agreement (including the Vested Elements) or the City Approvals. To the extent any New City Regulation conflicts with the terms of this Agreement (including the Vested Elements) or the City Approvals, the terms of this Agreement or the City Approvals, as applicable, shall prevail and to such extent, such New City Regulation shall not apply to the Property or the Project.

3.5 Nexus/Reasonable Relationship Waiver.

Developer consents to, and waives any rights it may have now or in the future, to challenge with respect to the Project or Existing City Approvals, the legal validity of, the conditions, requirements, policies, or programs applicable to the Project pursuant to this Agreement, the Existing City Approvals or Applicable City Regulations, including, without limitation, any claim

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that they constitute an abuse of police power, violate substantive due process, deny equal protection of the laws, effect a taking of property without payment of just compensation, or impose an unlawful tax. In the event Developer challenges any newer, subsequently enacted, City Regulation, enacted by City in accordance with and subject to Section 3.4, or any increased or new fee permitted under and subject to Sections 3.3 and 4.3, on any grounds other than the City's breach of the provisions of those Sections, City shall have the right to withhold additional development approvals or permits until the matter is resolved; provided, however, Developer shall have the right to make payment or performance under protest, and thereby receive the additional approval or permit while the matter is in dispute.

3.6 Initiatives and Referenda.

3.6.1 If any City Regulation is enacted or imposed by a citizen-sponsored initiative or referendum, or by the City Council directly or indirectly in connection with any proposed initiative or referendum, which City Law would conflict with this Agreement or the City Approvals, such City Law shall not apply to the Project. The parties, however, acknowledge that the City's approval of this Agreement is a legislative action subject to referendum.

3.6.2 Without limiting the generality of any of the foregoing, no City-adopted moratorium or other limitation (whether growth control or otherwise relating to the rate, timing, phasing or sequencing of development) affecting Subdivision Maps, building permits, or other Subsequent Approvals shall apply to the Project. Developer agrees and understands that the City does not have authority or jurisdiction over another public agency's authority to grant a moratorium or impose any other limitation that may affect the Project.

3.6.3 The timing, sequencing, and phasing of the development is solely the responsibility of Developer so long as it is consistent with Applicable Law. In particular, the parties desire to avoid the result of Pardee Construction Co. v. City of Camarillo (1984) 37 Cal.3d 465, where the failure of the parties therein to consider and expressly provide for the timing of the development resulted in a later adopted initiative restricting the timing of development to prevail over such parties' agreement. While, as of the Effective Date, the Parties anticipate development of the Project in no more than two phases, it may become necessary for financing, marketing, thencurrent market conditions or other reasons to develop the Project in more than two phases. The Parties therefore acknowledge that Developer shall have the right to develop the Project at such time, and in any such phases, as Developer deems appropriate so long as such development is consistent with Applicable Law.

3.6.4 The City shall cooperate with Developer and shall undertake such actions as may be necessary to ensure this Agreement remains in full force and effect.

3.7 Compliance With Requirements of Other Governmental Entities.

3.7.1 During the Term, Developer, at no cost to City, shall comply with lawful requirements of, and obtain all permits and approvals required by Other Agencies in furtherance of this Agreement ("Other Agency Approvals"). Developer shall pay all required fees when due to Other Agencies and acknowledges that City does not control the amount of any such fees.

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3.7.2 City shall cooperate with Developer in Developer's effort to obtain Other Agency Approvals, provided that same does not impose any costs on or require the City to incur any costs without compensation or reimbursement, or require the City to amend any of the City's policies, regulations, or ordinances.

3.7.3 As provided in California Government Code § 65869.5, this Agreement shall not preclude the application to the Property and Project of changes in laws, regulations, plans, or policies, to the extent that such changes are specifically mandated and required by changes in State or Federal laws or regulations. In the event changes in the law prevent or preclude compliance with one or more provisions of this Agreement, this Agreement shall be modified or suspended as may be necessary to comply with such State or Federal laws or regulations. The parties shall meet and confer in good faith in order to determine whether such provisions of this Agreement shall be modified or suspended as may be necessary to comply with changes in the law, and City and Developer shall agree to such action as may be reasonably required. It is the intent of the parties that any such modification or suspension be limited to that which is necessary and to preserve to the extent possible the original intent of the parties in entering into this Agreement. This Agreement shall remain in full force and effect to the extent it is not inconsistent with such laws or regulations. Nothing in this Agreement shall preclude the City or Developer from contesting by any available means (including administrative or judicial proceedings) the applicability to the Property or Project of any such State or Federal laws or regulations.

3.7.4 To the extent that any actions of Federal or State agencies (or actions of other governmental agencies, including City, required by Federal or State agencies, or actions of City taken in good faith to prevent adverse impacts upon City by actions of Federal, State or other governmental agencies) have the effect of preventing, delaying, or modifying development of the Property or any portion thereof, City shall not in any manner be liable for any such prevention, delay, or modification. Such actions include, but are not limited to, flood plain or wetlands designations and actions of City or other governmental agencies as a result; the imposition of air quality or transportation measures or sanctions and actions of City or other governmental agencies as a result; or changes to CEQA and actions of City or other governmental agencies as a result.

As a condition to being able to proceed with development, Developer may be required, at its cost, to participate in such regional or local programs and to be subject to such development restrictions as may be necessary or appropriate by reason of actions of Federal, State or other governmental agencies (or action of City taken in order to prevent adverse impacts upon City by actions of Federal, State, or other governmental agencies).

3.8 City's Police Power.

The parties acknowledge and agree that the limitations, reservations, and exceptions contained in this Agreement are intended to reserve to the City that part of its police power which cannot be limited by contract, and this Agreement shall be construed to reserve to the City that part of its police power which cannot be restricted by contract.

3.9 Subsequent City Approvals for the Property.

3.9.1 Processing of Subsequent City Approvals. Applications for Subsequent City Approvals are anticipated to be submitted to the City by Developer. Applications for

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Subsequent City Approvals shall be processed and considered in a manner consistent with the rights granted by this Agreement and Applicable Law, including without limitation the Existing City Approvals. At such time as any Subsequent City Approval is approved by the City, then such Subsequent Approval shall become subject to all the terms and conditions of this Agreement applicable to City Approvals and shall be treated as a "City Approval" for all purposes under this Agreement.

3.9.2 Scope of Review of Subsequent City Approvals. By approving the Existing City Approvals, City has made a final policy decision that the development of the Project consistent with the Vested Elements is in the best interests of the public health, safety and general welfare. Accordingly, City shall not use its authority in considering any application for a Subsequent City Approval that is consistent with the Vested Elements to change the policy decisions reflected by the Vested Elements, or otherwise to prevent, delay or render infeasible development of the Project as set forth in the City Approvals. The City shall not deny an application for a Subsequent Project Approval that is consistent with the Vested Elements, unless and to the extent otherwise required pursuant to Section 3.7.3 or Section 3.7.4. Nothing herein shall limit the ability of the City to require the necessary reports, analysis, or studies to assist in determining whether the requested Subsequent City Approvals are consistent with the Vested Elements. Notwithstanding the foregoing, this Agreement shall not prevent the City, in acting on Subsequent City Approvals, from applying land use regulations which do not conflict with the Vested Elements.

3.9.3 Conditions of Subsequent City Approvals. City shall have the right to impose reasonable Conditions upon Subsequent City Approvals; provided, however, such Conditions (a) shall not limit or prevent development of the Property for the uses and to the density and intensity of development included in the Existing City Approvals and any other City Approvals previously granted, (b) shall not require dedications or reservations for, or construction or funding of, Public Improvements beyond those already included or referenced in the Existing City Approvals, the Mitigation Measures (except to the extent required by CEQA in connection with any Subsequent City Approvals) or Section 4.4, and (c) shall not otherwise conflict with the Vested Elements. Developer may protest any Conditions while continuing to develop the Property, provided however, if Developer's protest relates to fees or exactions Developer may pay such fees or exactions under protest pursuant to Section 3.5.

3.9.4 Subdivision Maps. Developer may from time to time file applications for Subsequent City Approvals of Subdivision Maps (including provisions therein for phased Subdivision Maps) with respect to some or all of the Property in accordance with applicable provisions of the Subdivision Map Act and the Municipal Code. All Subdivision Maps may be processed in phases. City shall exercise its discretion in reviewing such Subdivision Map applications in accordance with this Section 3.9.

3.10 Life of City Approvals.

The terms of (a) any Subdivision Maps included within the City Approvals and (b) all other City Approvals shall automatically be extended for the longer of the duration of this Agreement (including any extensions thereof) or the term otherwise applicable to the City Approvals if this Agreement is no longer in effect.

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ARTICLE IV

OTHER RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1 Generally. In addition to any other obligations of Developer set forth herein, in consideration of City entering into this Agreement, Developer has agreed that if Developer commences development of the Property and proceeds to develop the Property, such development shall be in conformance with all of the terms, covenants, and requirements of this Agreement and Applicable Law, and Developer shall perform those specific obligations identified in the Project Approvals. Without limiting the preceding sentence, Developer shall pay when due any and all processing fees, impact fees, and costs which are lawfully imposed with respect to all or any portion of the Project in accordance with and subject to the terms of this Agreement, whether imposed by City or other agencies. As a material inducement to City to enter into this Agreement, Developer further agrees that, as long as this Agreement is in effect, Developer shall comply with all of its payment and other obligations under this Article IV.

4.2 Agreement Controls. To the greatest extent allowed by law, the provisions of this Agreement shall govern and control the City Regulations to be applied to the Project and the Property over any contrary or inconsistent provisions of the Development Agreement Statute. The Parties waive the benefits of the Development Agreement Statute to the extent it may be inconsistent or contrary to the provisions of this Agreement.

4.3 Payment of Fees, Taxes and Assessments.

4.3.1 General. All fees, exactions, dedications, reservations or other impositions to which the Project would be subject, but for this Agreement, are referred to in this Agreement either as "Processing Fees" or "Impact Fees" (as defined below). Developer shall timely pay or perform, as applicable, all Processing Fees and Impact Fees applicable to the Project or the Property in accordance with the terms of this Agreement.

4.3.2 Processing Fees. As used in this Agreement, "Processing Fees" means all fees charged on a City-wide basis to cover the cost of City review and processing of development project applications, including any required supplemental or other further environmental review, plan checking (time and materials) and inspection and monitoring for land use approvals, design review, grading and building permits, General Plan maintenance fees, and other permits and entitlements required to implement the Project, which are in effect at the time those permits, approvals or entitlements are applied for, and which fees are intended to cover the City's actual and reasonable costs of processing the foregoing. Processing Fees are not Impact Fees. Subject to Developer's right to protest and/or pursue a challenge in law or equity to any new or increased Processing Fees, City may charge and Developer agrees to pay all Processing Fees which are in effect on a City-wide basis at the time Subsequent City Approvals are applied for. Processing Fees shall be paid in accordance with any separate reimbursement agreement between the City and Developer ("Reimbursement Agreement") in effect at the time of such payment, the provisions of which shall control in the event of any conflict with the provisions of this Agreement regarding Processing Fees. If no such Reimbursement Agreement is then in effect, Processing Fees shall be paid in accordance with applicable provisions of the Municipal Code and the provisions of this Section. Without limiting the foregoing, Developer shall reimburse City or pay directly all

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reasonable and actual costs relating to the hiring of consultants and the performing of studies as may be necessary to review or process any applications for City Approvals or perform any related environmental review.

4.3.3 Impact Fees.
(a) Definition. As used in this Agreement, "Impact Fees" means all fees, charges, contributions, exactions, dedications, reservations, or impositions, other than taxes and assessments, whether established for or imposed upon the Project individually or as part of a class of projects, that are imposed by City on the Project in connection with any City Approval for any purpose, including, without limitation, defraying all or a portion of the cost of public services and/or facilities construction, improvement, operation and maintenance attributable to the impact or burden created by the Project. Impact Fees do not include: (a) any Processing Fees; (b) any Mitigation Measure (unless the Mitigation Measure consists of payment of an Impact Fee); (c) any inclusionary or other affordable housing in-lieu fees (which are governed by the provisions of Section 4.5); (d) any Community Benefits to be provided by Developer hereunder (which are governed by the provisions of Article V); (e) taxes or special assessment; (f) any utility connection fees in effect from time to time generally applicable on a City-wide basis to similar land uses as the Project; (g) any fees, taxes, assessments, or impositions imposed by the City or other entities that the City collects on behalf of such other entities, including without limitation school fees or regional transportation impact fees, all of which shall be due and payable by Developer as and when due in accordance with Applicable Law; or (h) any relocation payments or benefits. Without limiting the preceding, the Impact Fees in existence as of the Effective Date are set forth in attached Exhibit B ("Existing Impact Fees").
(b) Payment.
(i) Generally. Subject to the provisions of this Section 4.3.3, Developer shall pay all applicable Impact Fees at the time that Developer obtains the first building permit for the Project.
(ii) Freeze Period. Notwithstanding any provision herein to the contrary, during the Freeze Period no new or increased Impact Fees shall apply to the development of the Project, except that the amounts of the Existing Impact Fees shall be subject to adjustment for inflation pursuant to Municipal Code Section 13.28.100.A in effect as of the start of the Freeze Period. Notwithstanding the foregoing, if the East Palo Alto Sanitary District becomes integrated into the City government, new or increased Impact Fees related to sewer and sanitation are not subject to the Freeze Period.
(c) Fee Credits. Developer shall receive the benefit of the following types and amounts of credits against Impact Fees payable by Developer hereunder:
(i) Water Tank and Pump Station Credit. Developer shall receive a credit against water capacity fees for the cost of the water tank improvements and related land. Developer shall receive a credit against public facilities fees for the cost of pump station improvements and related land. The cost of the water tank, pump station and related land that exceeds the amount of the required fees shall be considered a community benefit provided the

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value of the community benefit is not less than $2,000,000. If the cost of the water tank, pump station and related land is less than the sum of $2,000,000 plus the total amount of the required fees, the Developer shall pay the difference to the City as a community benefit payment. If for any reason, Developer is not required to build the water tank, Developer shall be required to pay the full amount of water capacity fees and public facilities fees as well as a community benefit payment of $2,000,000;
(ii) Transportation Infrastructure Credit. Developer shall receive a credit against transportation infrastructure impact fees for specific streetscape or frontage improvements, including on-street parking that increases the number of on-street stalls beyond what would be provided with parallel parking, bike lanes, and other transportation infrastructure, above City standards as stated in Municipal Code Section 15.04.040. Improvements included toward the credit against transportation infrastructure impact fees will include a high-visibility crosswalk with appropriate traffic calming measures at the intersection of O'Connor Street and Manhattan Avenue to connect the Project to the University Circle complex, to facilitate greater neighborhood connection and to provide a convenient path for nearby residents to access the future University Avenue pedestrian and bike overpass. City approval of the crosswalk will be required as part of the building permit review;
(iii) Park Credit. Developer shall receive a credit against parks and trails fees for the cost of constructing the Park Space (including children's play area, gathering area, and fitness area together with associated landscaping and hardscaping) for public use as described in Section 5.1.1. The cost of the Park Space above the required fees shall be considered a community benefit; and
(iv) Storm Drainage Infrastructure Credit. Developer shall receive a credit against storm drainage fees for the cost of storm drainage infrastructure improvements to reduce storm water impacts and discharge rates. The cost of storm drainage improvements above the required fees will be considered a community benefit.

4.3.4 Connection Fees. Developer shall pay connection fees lawfully assessed by utility providers and other agencies assessing such fees at the rates in effect from time to time, including any utility or connection fees assessed by the City.

4.3.5 Other Agency Fees. Nothing in this Agreement shall preclude the City from collecting fees from Developer that are lawfully imposed on the Project by an Other Agency, which the City is required to collect pursuant to Applicable Law.

4.4 Public Improvements. Except as expressly set forth in the Project Approvals or Section 4.3.3(b)(iv) or elsewhere in this Agreement, Developer shall be responsible, at its sole

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cost, for the construction and installation of all Public Improvements for the Project required by Applicable Law and the City Approvals.

4.5 Affordability Requirements. Except as otherwise defined herein, all capitalized terms used in this Section 4.4 shall have the meanings ascribed to them in the City Affordable Housing Guidelines (as defined in Section 4.5.1 below).

4.5.1 Affordable Housing Plan. This Section 4.5 shall constitute both the Affordable Housing Plan for the Project required by Municipal Code section 18.38.060 and the Inclusionary Housing Plan required by Municipal Code section 18.37.090.A, as well as the affordable housing agreement required by Municipal Code section 18.37.090.B, which incorporates an alternative compliance option, and shall be deemed to satisfy, and satisfy, any and all of the Project's obligations pursuant to Municipal Code Chapters 18.35 (Affordable Housing - Basic Provisions), 18.37 (Inclusionary Housing) and 18.38 (Affordable Housing Impact Fee - Residential Development) (collectively, together with any and all inclusionary housing guidelines and other City Regulations pertaining to affordable housing, the "City AH Regulations"), including without limitation the obligation to provide any other or additional affordable rental housing units ("AH Units") or pay any Affordable Housing Impact Fee, and no additional Conditions with respect to affordable housing will be imposed by City under the City AH Regulations or otherwise.

4.5.2 Off-Site Affordable Housing Units. It is the mutual intent of the Parties under this Section 4.5 that the AH Developer (defined below) shall construct the Off-Site AH Units (defined below) on an Off-Site AH Parcel (defined below), which Off-Site AH Parcel shall be encumbered by a regulatory agreement to be recorded against the Off-Site AH Parcel and transferred to the AH Developer (as defined below). The City AH Guidelines provide in this instance that, in the absence of an alternative compliance option approved by the City Council, a total number of on-site AH Units (affordable to households meeting the income levels specified in the City AH Guidelines) ("On-Site AH Units") equal to 20% of the Net New Units would be required to be developed on the Property. In accordance with all applicable requirements of the City AH Regulations, the City Council hereby approves the following alternative compliance option (the "Approved Compliance Option"):
(a) Eden Housing or such other nonprofit affordable housing developer (or partnership or limited liability company controlled by Eden Housing and/or such other nonprofit affordable housing developer) (the "AH Developer") reasonably acceptable to City and under appropriate contract with Developer to provide AH Units off-site of the Property ("Off-Site AH Units") will construct a total number of Off-Site AH Units equal to 20% of the Net New Units at one or more off-site parcels in the City owned or controlled by Developer or a Developer Affiliate as of the time of donation of such parcel(s) to the AH Developer pursuant to the provisions hereof (the "Off-Site AH Parcel"). Developer shall notify City in writing of the precise location and description of the anticipated Off-Site AH Parcel no later than the issuance of the first building permit for dwelling units at the Project. The 5% difference between the number of On-Site AH Units (that would otherwise be required in the absence of the Approved Compliance Option) and the number of Off-Site AH Units that would be required under the City AH Regulations will be achieved or exceeded by Developer providing within the Project 160 units subject to the RSO pursuant to a deed restriction recorded against the Property (pursuant to the provisions of the RSO in effect as of the Effective Date) ("RSO Units").

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(b) Affordability levels for the Off-Site AH Units shall be at or lower than the following income levels (based on the standard requirements for On-Site AH Units): (i) 25% of such units available to and rented at rents affordable to 35% AMI households; (ii) 50% of such units available to and rented at rents affordable to Very Low Income Households (up to 50% AMI); and (iii) 25% of such units available to and rented at rents affordable to Low Income Households (up to 60% AMI).
(c) Developer shall donate the Off-Site AH Parcel to the AH Developer no later than the issuance by City to the AH Developer of building permits for construction of the Off-Site AH Units on the Off-Site AH Parcel. Concurrently with such donation, and following review by Developer, the AH Developer shall execute a regulatory agreement with the City pursuant to the City AH Regulations, to be recorded against the Off-Site AH Parcel. If a regulatory agreement with the City has been recorded against any properties containing Safety Net Units pursuant to Section 4.5.3(g), such regulatory agreement shall be released, in whole or in part, from Safety Net Location title (one for one per AH Unit). Developer also shall provide "gap" financing to the AH Developer ("AH Gap Financing"), with a total value per Off-Site AH Unit (for which building permits have been obtained) equal to the value of the amount of the inclusionary housing in-lieu fee in effect at the time the AH Gap Financing is made to the AH Developer, based on the calculation set forth in the Inclusionary Housing Guidelines in effect as of the Effective Date of this Agreement (the "Guidelines Calculation"), less the amount of the credit set forth in Section

4.5.2(e) below. Developer shall provide the AH Gap Financing prior to or simultaneously with obtaining the first residential building permit. Notwithstanding any provision herein to the contrary, in no event shall Developer be obligated hereunder to construct any Off-Site AH Units. (d) The Parties anticipate that, based on the anticipated estimated size of an Off-Site AH Parcel, the AH Developer would construct approximately between 70-89 OffSite AH Units thereon. If the AH Developer's planning application for the Off-Site AH Units is for fewer than 20% of the Net New Units (the "Minimum Off-Site AH Units"), then Developer shall be required to pay to the City upon issuance of building permits for dwelling units in the Project, with respect to each Minimum Off-Site AH Unit not then constructed, an in-lieu fee in the amount of the inclusionary housing in-lieu fee amount in effect at the time of issuance of the first building permit for the Project, based on the Guidelines Calculation (the "AH In-Lieu Fee"), plus an additional five percent (5%) of the AH In-Lieu Fee for each of the Minimum Off-Site Units not constructed. If the AH Developer has not submitted planning applications for the Off-Site AH Units before issuance of the first building permit for the Project because of the occurrence of one or more of the types of events described within the definition of Permitted Delay in Section 1.1.25 (together, "AH Force Majeure"), Developer shall pay the AH In-Lieu Fee at the time such planning applications are submitted but in no event later than the issuance of the first Certificate of Occupancy for the Project. For avoidance of doubt, the AH In-Lieu Fee is intended to cover the difference between the number of Off-Site AH Units actually constructed on the Off-Site AH Parcel and the number of AH Units that would otherwise be required under the City AH Regulations to meet the requirement for 20% On-Site AH Units. The total amount of AH In-Lieu Fees payable under this Section 4.5.2(d) shall be adjusted to reflect any variance in the number of AH Units actually constructed on the Off-Site AH Parcel at the time that building permits are issued for the Off-Site AH Units and also to reflect any Safety Net Units (defined in Section 4.5.3) that remain occupied by households ineligible to occupy an Off-Site AH Unit. Any adjustment to

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the AH In-Lieu Fees will be further adjusted once a Safety Net Unit tenant ineligible for an OffSite AH Unit vacates the Safety Net Unit or their income exceeds that specified in Section 4.5.3(i). (e) Developer shall receive, for the transfer of the Off-Site AH Parcel pursuant to Section 4.5.2(c) above, a credit against the amount of any AH Gap Financing required to be provided by Developer pursuant to Section 4.5.2(c), equal to the Fair Market Value (as defined and determined below) of the Off-Site AH Parcel as of the date of such transfer. City and Developer shall meet and confer commencing not later than fifteen (15) days prior to the then anticipated date of transfer of the Off-Site AH Parcel, or by such other date as may be mutually agreed upon by the Parties and expiring upon such subsequent date that either Party notifies the other of the termination of such meet and confer process (the "FMV Negotiation Period"), in a good faith effort to reach agreement upon the fair market value of the Off-Site AH Parcel, based upon its highest and best use (the "Fair Market Value"). If City and Developer are unable to agree upon Fair Market Value within the FMV Negotiation Period, City and Developer agree that the Fair Market Value shall be determined by a board of two appraisers (each an "Appraiser"), one of whom shall be named by the City and one of whom shall be named by Developer, both of whom shall appraise the Off-Site AH Parcel based on appraisal instructions mutually agreed upon by the Parties. Developer shall pay the costs of the Appraisers. Each of the Appraisers shall be licensed in the State of California as a real estate appraiser, be a member of the Appraisal Institute, and have at least ten (10) years' experience appraising properties similar to and in the vicinity of the Off-Site AH Parcel. City and Developer agree to make their appointments within fifteen (15) days after the expiration of the FMV Negotiation Period, or by such other date as may be mutually agreed upon by the Parties. Within forty-five (45) days after the expiration of the FMV Negotiation Period, City's Appraiser and Developer's Appraiser shall submit to one another his or her determination of the Fair Market Value. If the determinations by the two Appraisers differ by less than ten percent (10%) of the highest appraisal, then the FMV shall be deemed to be the average of the two determinations. If the preceding sentence does not apply, then City's Appraiser and Developer's Appraiser shall select a third Appraiser (with the same qualifications as set forth above) within fifteen (15) days after the City's Appraiser and Developer's Appraiser submit their determinations to one another. Within ten (10) days after the Third Appraiser is selected, City's Appraiser and Developer's Appraiser shall submit their determinations to the Third Appraiser in order for the Third Appraiser to select either Developer's or City's Appraisers' determination as closest to the Fair Market Value. The third Appraiser shall make such selection within fifteen (15) days after receipt of the City's Appraiser's and Developer's Appraiser's determinations, and such selection by the third Appraiser shall be deemed the Fair Market Value and shall be binding upon the Parties. The Developer shall pay the full cost of the third Appraiser. (f) The planning application for the Off-Site AH Units shall be submitted to the City prior to issuance of building permits for the Project. Further, building permits for the Off-Site AH Units shall be pulled at or before the City's issuance of the first Certificate of Occupancy, either temporary or permanent, for dwelling units in the Project. (g) To the extent permitted by law and by the requirements of any financing source(s) for development of the Off-Site AH Units, AH Developer shall give a preference in the rental of Off-Site AH Units to households who as a result of the Project were required to or elected to move and are beneficiaries of the Relocation Plan approved by the City as part of the Existing City Approvals, provided such households meet all eligibility requirements

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for tenancy in an Off-Site AH Unit. Determination of whether this preference is permitted by law or financing source shall be at the sole and reasonable discretion of the legal counsel for the AH Developer and substantiated in a letter by same counsel.

4.5.3 Safety Net Units.
(a) If, by reason of any AH Force Majeure, building permits for all of the Off-Site AH Units at the Off-Site AH Parcel have not been obtained by the AH Developer by the time Developer seeks issuance of the first Certificate of Occupancy for dwelling units in the Project, Developer shall make the same number of AH Units (for which such building permits have not been pulled) available as On-Site AH Units on any land in the City owned by Developer or a Developer Affiliate (each, a "Safety Net Location"), available to lower income households consistent with the City's 2019 Inclusionary Housing Ordinance (Ord. No. 425) (i.e., 25% of units available to 35% AMI households (or lower); 50% of units available to Very Low Income Households (or lower); 25% of the units available to Low Income Households (or lower), as those terms are defined above) until Off-Site AH Units are available for occupancy ("Safety Net Units"). (b) Developer shall not displace any then-current tenant at any Safety Net Location in order to accommodate the required number of AH Units available to lower income households.
(c) All AH Units shall be in decent, safe and sanitary condition, meeting HUD's Housing Quality Standards and shall not have any code or habitability violations. (d) Safety Net Units may be dispersed throughout one or more Safety Net Locations, including the Property, and also may be clustered within certain buildings at a Safety Net Location at Developer's option.
(e) The City and Developer shall enter into a binding affordability restriction, which will be recorded against title for the Property, which shall be released from title once a Certificate of Occupancy is issued for the Off-Site AH Units and the occupants of the Safety Net Units are relocated to the Off-Site AH Units. Developer shall be required to report to the City annually the rent and household income of the occupants of the Safety Net Units as well as any other information reasonably requested by the City and will be required to provide notice of such units, including the income and reporting requirements to any potential buyer of a building containing such Safety Net Units and provide notice to the City if a building containing such Safety Net Units is sold.
(f) The Safety Net Units shall have the same number of bedrooms as applied for the Off-Site AH Units and besides bedroom counts and size will be comparable to other rental dwelling units in the same building per Municipal Code 18.38.070(D), unless otherwise agreed to in writing by the City.
(g) If building permits for the Off-Site AH Units have not been obtained by the end of the Term of this Agreement due to AH Force Majeure, then the temporary affordability restrictions for the Safety Net Units shall thereupon become permanent, a regulatory agreement restricting the SafetyNet Units in perpetuity shall be recorded against the Safety Net Units (which agreement shall include the ability of Developer to relocate, from time to time and

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with City approval, the Safety Net Units to one or more other Safety Net Locations and thereupon the regulatory agreement shall be released from title to the prior location concurrently with a regulatory agreement being recorded against title to the new location), the Developer shall pay, if not already paid, the AH In Lieu Fees, then the Developer shall also pay an amount equal to twentyfive percent (25%) of the AH In Lieu Fee in effect at such time multiplied by twenty percent (20%) of the number of Net New Units and the inclusionary and other affordable housing requirements under the City AH Guidelines with respect to the Project shall thereupon be deemed fully satisfied. (h) Households occupying the Safety Net Units shall be required to meet the occupancy requirements for the Off-Site AH Units with the goal that all such households will be relocated to the Off-Site AH Units once Certificates of Occupancy are issued for such OffSite AH Units. (i) If for any reason a household occupying a Safety Net Unit is ineligible to occupy one of the Off-Site AH Units, or if insufficient Off-Site AH Units are available for all tenants in the Safety Net Units, Developer shall be obligated to maintain the Safety Net Unit as an affordable unit as long as such household continues to occupy such unit and continues to be eligible for an affordable unit at or below 60% of area median income. A household shall be deemed to continue to be eligible to occupy a Safety Net Unit until such household's income exceeds 140% of 60% of the area median income, at which time the rent for such unit may be raised to the extent allowed by law.

4.6 City Obligations.

4.6.1 In addition to any other obligations of City set forth herein, and in consideration of Developer entering into this Agreement, City acknowledges and agrees that the primary purpose of this Agreement is to effectuate the terms of the City Approvals so that the Project is developed.

4.6.2 To the extent that a Subsequent City Approval requires an action to be taken by the City, the City shall timely and promptly process such Subsequent City Approval in accordance with Section 3.9. If requested by Developer, the Parties agree to have their respective staff persons hold regular periodic meetings to discuss the processing of Subsequent City Approvals. If requested by Developer, the City shall consider retaining outside consultants to assist the City in processing Developer's development applications, at Developer's sole cost.

ARTICLE V

COMMUNITY BENEFITS

5.1 Provision by Developer. Developer shall provide the following benefits to the City, which are essential consideration to the City, without which the City would not have entered into this Agreement:

5.1.1 New Public Park Space. An area at the corner of O'Connor Street and Euclid Ave shall be developed with a children's play area, a gathering area, and a fitness area reserved for the benefit of the City and the East Palo Alto community and residents (the "Park Space"), as shown on Sheet L-1.0 of the Approved Plans and otherwise consistent with the Parks,

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Recreation, and Open Space Master Plan. This Park Space shall be in addition to the minimum required private, common, and public open space. It will be adjacent or in close proximity to neighborhood-serving retail, community space, and common resident amenity spaces. Pursuant to Section 4.3.3, the cost of constructing the Park Space will be credited against the Project's required parks and trails fees. The Developer's grant of a public access easement (or license) over the Park Space as well as the Developer's obligation to maintain the Park Space will be considered a community benefit. The Developer shall conduct community outreach to finalize the design and programming for the Park Space. The final Park Space design shall be included in the on-site grading and improvement plans submitted to the City prior to building permit issuance for the Project.

Developer will grant a public access easement (or license) over the Park Space to the City to ensure public use and enjoyment of the Park Space as well as to memorialize Developer requirements for upkeep and maintenance. The easement (or license) shall be finalized prior to grading permit issuance for the Project and shall be granted and recorded with the Final Map and prior to issuance of the first grading permit for the Project:
a) The Park Space shall be approximately 9,300 square feet and shall be built out in accordance with the final approved building permit at the Developer's sole cost. b) The Park Space shall be available for use by the public in perpetuity including the East Palo Alto community and residents between 8:00 a.m. and sunset free of charge for activities that conform to the purposes specified in the approved Park Space design.

Use of the Park Space will be operated and managed by the Developer. c) Should the City receive complaints or observe that the Park Space is not sufficiently available for community use, Developer and City shall meet to resolve the issues within seven (7) days of the City providing written notice to the Developer. d) The Developer shall be responsible for all maintenance, repair and replacements necessary to maintain the Park Space to a high quality. The Park Space easement (or license) will include requirements for repair and maintenance of the Park Space. e) Use of the Park Space shall at all times be consistent with the purposes specified in approved design of the Park Space and be conducted in compliance with all City Regulations and all State and Federal laws and regulations applicable to the Park Space and the following rules: use shall be in such a manner as not to interfere with or obstruct (i) any portion of the Property, and (ii) any business operations or other activities being conducted by the Developer or its permittees on the Property; no person shall enter, remain, stay, or camp in the Park Space when it is closed to the public; Developer may temporarily close the Park Space in the event of a risk to the public health or safety created by causes including but not limited to flood, storm, fire, earthquake or other natural disaster, explosion, accident, criminal activity, riot, civil disturbances, civil unrest, or unlawful assembly; Developer may temporarily close that portion of the Park Space as is necessary to undertake repair and maintenance activities of the Park Space in order to make any such necessary repairs and maintenance after

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providing notice to the City. If the City desires to have security cameras posted at the Park Space, the Developer shall fund and install security camera's according to the City's direction.
f) The Park Space shall be completed prior to the issuance of the first Certificate of Occupancy for the dwelling units in the Project.

5.1.2 Community Function Space. A portion of an area on the ground floor of Building B on O'Connor Street between Euclid Ave and Manhattan Ave as shown on Sheet A201 of the Approved Plans shall be space reserved for the benefit of the City and the East Palo Alto community and residents (the "Community Function Space"). (a) The Community Function Space shall be approximately 2,500 square feet. The Developer shall pay for and construct the Community Function Space as a multiuse space appropriate for City and community groups to use for meetings, events, educational purposes, cultural celebrations, and similar gatherings. The Community Function Space shall be built out to include: finished flooring, drop down or open concept ceilings, furniture, fixtures and equipment, and other decorations appropriate for the purpose of the space. (b) The Community Function Space may also host art installations of a temporary or permanent nature, provided they do not interfere with the community meeting hosting orientation of the space.
(c) The Community Function Space shall be available for use by the community and City between the hours of 8:00 a.m. and 10:00 p.m. free of charge for events that conform to the purposes specified in Section (a). Use of the space will be operated and managed by the Developer in consultation with the City.
(d) Reservation for the Community Function Space will be through an online reservation system on Developer's website, and also via a link to Developer's online reservation system on the City's website, via USPS mail, email, or in person requests at the property management office. Reservation priority will be given to the community and City up to ten (10) days before the requested time reservation. Inside of the ten (10) day period, and subject to the reasonable discretion of Developer, community groups, City, residents, and other groups may have access to the Community Function Space on a first come first served basis. In the event the City or a community group makes a request for a time when the Community Function Space is not available, Developer shall give the City or community group priority access to the nearest convenient available time slot. Should the City receive complaints or observe that the Community Function Space is not sufficiently available for community use, Developer and City shall meet to resolve the issues within seven (7) days of the City providing notice to the Developer. (e) The Developer shall provide, operate, and pay for the reservation system, and all utility, janitorial, and routine maintenance and repair services to the Community Function Space.

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(f) No fewer than ninety (90) days before the Developer requests final inspection of the Project, Developer shall demonstrate the functionality of the Community Function Space reservation system for City's approval, which shall not be unreasonably withheld.

5.1.3 Bus Shelter / Transit Infrastructure. Developer shall build a high-quality bus shelter, including wind and rain screening and transit schedule information, on O'Connor Street near Euclid Ave. It is intended to be served by SamTrans routes 81, 280, and 281 and Ravenswood City School District school buses.

5.1.4 New Water Infrastructure. Developer will provide a 1.5 million gallon water tank and pump system (and the land it is on), in coordination with City of East Palo Alto Public Works and Menlo Fire District, to improve the overall water conveyance, supply, and pressure in the neighborhood. In accordance with Section 4.3.3, a portion of this new infrastructure will be credited against the water capacity fees and public facilities fees otherwise payable by Developer for the Project. The cost incurred by the Developer in excess of the required water capacity fees and public facilities fees are considered a community benefit, provided, the cost of the water tank and pump station as well as related land exceeds the required water capacity and public facilities fees by at least $2,000,000. If the costs incurred by the Developer for the water tank, pump station and related land is less than the sum of the required water capacity fees, the public facilities fees and $2,000,000, Developer shall pay that difference to the City as a community benefit payment. If for any reason Developer is not required to construct the water tank and pump station, Developer shall be required to pay the required water capacity fees and public facilities fees for the Project and make a community benefit payment to the City of $2,000,000, to be paid at time of issuance of the first building permit.

5.1.5 Storm Drainage Improvements. Developer will build storm drainage infrastructure improvements in the Project-adjacent street segments of Euclid Ave., O'Connor Street, Manhattan Ave, and/or West Bayshore Ave consistent with the existing City of East Palo Alto Storm Drain Master Plan to reduce storm water impacts and discharge rates, up to a maximum cost of $500,000, as such amount is increased each year by the increase in the Engineering News Record Construction Cost Index ("ENR"). Pursuant to Section 4.3.3, a portion of the cost of constructing the storm drainage improvements will be credited against storm drainage fees, and the remainder will be a community benefit.

5.1.6 Dedication of Roadway. Developer will dedicate approximately 20,350 square feet (roughly ½ acre) of land to the City of East Palo Alto, along the entire frontage of O'Connor Street between Manhattan Ave and Euclid Ave, and a portion of the frontage of Euclid Ave between O'Connor Street and West Bayshore Road. This includes existing roadway, sidewalk, and building-related open space. This will be contributed at no cost to the City. The Developer still intends to improve much of this area as part of the Euclid Improvements, consistent with or above the standards in Municipal Code section 15.04.040. Any such improvements to the new frontage dedicated by the Developer shall be made by the Developer to ADA standards.

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ARTICLE VI

AMENDMENT OF AGREEMENT AND APPROVALS

6.1 Amendment or Termination by Mutual Consent.

Subject to the provisions of this Article VI, City and Developer by mutual written agreement may terminate or amend, in whole or in part, the terms of this Agreement.

6.2 Minor Modifications and Major Amendments to Agreement.

6.2.1 Minor Modification. The Parties acknowledge that refinement and further implementation of the Project may demonstrate that certain clarifications, minor changes, or minor adjustments may be appropriate with respect to the details and performance of the Parties under this Agreement. The Parties desire to retain a certain degree of flexibility with respect to the details of the Project and with respect to those items covered in the general terms of this Agreement. If and when the Parties find that clarifications, minor changes, or minor adjustments are necessary or appropriate and do not constitute a Major Amendment under Section 6.2.2, they shall effectuate such clarifications, minor changes or minor adjustments as Minor Modifications through a written memorandum of Minor Modification ("Minor Modification Memorandum") approved in writing by the Developer and Director following Directors' consultation with the City Manager and submittal to the Planning Commission on the consent calendar, in conformance with Municipal Code section 18.108.040.A.3. For avoidance of doubt, any Minor Modification Memorandum shall not require any public hearing or any action by the Planning Commission or the City Council as a prerequisite to its execution or effectiveness. As used herein, "Minor Modification" shall mean any clarification, change, or adjustment to this Agreement which, in the context of the overall Project contemplated by this Agreement, does not substantially affect (i) the Term of this Agreement; (ii) permitted uses of the Property; (iii) provisions for the reservation or dedication of land; (iv) Conditions for Subsequent City Approvals; (v) the density or intensity of use of the Property or the maximum height or size of proposed buildings; or (vi) the nature, timing of delivery, or scope of Public Improvements required by the City Approvals.

6.2.2 Major Amendment. Any proposed amendment to this Agreement that does not constitute a Minor Modification under Section 6.2. shall be accomplished in the manner provided under Municipal Code Section 18.108.060.B and subject to approval by the City Council.

6.3 Requirement for a Writing.

No amendment, minor amendment, or cancellation of this Agreement or any provision hereof shall be effective for any purpose unless adopted in the manner set forth in Section 6.2.1 or Section

6.2.2, as applicable, and specifically set forth in a writing, which refers expressly to this Agreement and is signed by duly authorized representatives of the Parties. The City Clerk shall record an appropriate notice of any amendment or cancellation with the County Recorder not later than ten (10) days after the effective date of the action effecting such amendment or cancellation, accompanied by a legal description of the Property.

6.4 Amendments to Development Agreement Legislation.

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This Agreement has been entered into in reliance upon the provisions of the Development Agreement Statute, as those provisions existed at the date of execution of this Agreement. No amendment or addition to those provisions which would materially affect the interpretation or enforceability of this Agreement shall be applicable to this Agreement unless such amendment or addition is specifically required by the California State Legislature, or is mandated by a court of competent jurisdiction. If such amendment or change is permissive (as opposed to mandatory), this Agreement shall not be affected unless the parties mutually agree in writing, after following the procedures in Section 5.1, to amend this Agreement to permit such applicability.

6.5 Modification of City Approvals.

6.5.1 Generally. City Approvals (except for this Agreement, the amendment process for which is set forth in Section 6.2) may be amended or modified from time to time by means of a Subsequent City Approval, but only at the written request of Developer or with the written consent of Developer at its sole discretion. All amendments to the City Approvals shall automatically become part of the City Approvals. The permitted uses of the Property or portion thereof, the maximum density and/or number of residential units, the intensity of use, the maximum height and size of the proposed buildings, provisions for reservation or dedication of land for public purposes, the conditions, terms, restrictions and requirements for subsequent discretionary actions, the provisions for public improvements and financing of public improvements, and the other terms and conditions of development as set forth in all such amendments shall be automatically vested pursuant to this Agreement, without requiring any amendment to this Agreement. City shall not request, process or consent to any amendment to the City Approvals that would affect the Property or the Project, or applicable portion thereof, without Developer's prior written consent.

6.5.2 Minor Changes in Site Plan and Design Review. Notwithstanding the provisions of Section 6.5.1, upon the request of Developer, the Director may administratively approve minor modifications to any Site Plan and Design Review for the Project in accordance with Section 18.86.080 of the Municipal Code, and any such approval shall not require any amendment to this Agreement. Major modifications, as determined by the Planning Manager, shall require review and approval from the Planning Commission at a public hearing, and any such approval shall not require any amendment to this Agreement to the extent such approval does not change the Project as defined in this Agreement or require modification of this Agreement.

6.6 Effect of Termination on Developer's Obligations.

6.6.1 Notwithstanding any other provision to the contrary, termination or cancellation of this Agreement or termination of the rights of Developer as to the entire Property, or any part of the Property, shall not affect any of Developer's rights under or requirement to comply with the Development Approvals, the terms and conditions of any other Subsequent Approval, nor any payments then due and owing to City, nor shall it affect the covenants of Developer specified in Section 6.6.2 below, to continue after the termination or cancellation of this Agreement. Developer understands and agrees that the Development Approvals may be substantially modified in light of the circumstances resulting from the termination or cancellation of this Agreement or Developer's rights under this Agreement, and Developer shall have no rights

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to challenge such a modification by reason of this Agreement other than the rights, if any, Developer would have in the absence of this Agreement.

6.6.2 Notwithstanding anything in this Agreement to the contrary, the following provisions of this Agreement shall survive and remain in effect following termination or cancellation of this Agreement for so long as necessary to give them full force and effect with respect to claims or rights of City arising prior to termination or cancellation:
(a) From and following development of the Project, Section 5.1.2 (Community Function Space);
(b) Section 6.6 (Developer's obligations upon termination or cancellation);
(c) Section 8.2 (Remedies; limitation on damages); and
(d) Section 12.2 (Indemnification).

ARTICLE VII

ANNUAL REVIEW

7.1 Time of Review.

City and Developer shall review all actions taken pursuant to the terms of this Agreement once annually, within sixty (60) days prior to each anniversary of the Effective Date, during each year of the Term unless the City and Developer agree in writing to conduct the review at another time.

Review of compliance with the terms of this Agreement shall be conducted by the Director.

Pursuant to East Palo Alto Municipal Code Section 18.108.070, Developer shall initiate the review by filing an application with the City and provide all the documents and information necessary for the City to complete the annual review and make a determination of whether Developer is in compliance.

7.2 Compliance Letter.

Before each anniversary of the Effective Date, Developer shall submit a letter ("Compliance Letter"), along with all necessary supporting documentation, to the Director describing Developer's compliance with the terms of the Development Approvals and this Agreement during the preceding year. The Compliance Letter shall include a statement that the Compliance Letter is submitted to the City pursuant to the requirements of Government Code Section 65865.1 and of the City's regulations on Development Agreements.

7.3 Determination of Good Faith Compliance.

Within thirty (30) days after receipt of the Compliance Letter, the Director shall determine whether, for the year under review, Developer has demonstrated good faith substantial compliance with the terms of this Agreement. If the Director finds and determines that Developer has complied substantially with the terms of this Agreement, or does not determine otherwise within thirty (30)

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days after delivery of the Compliance Letter, the annual review shall be deemed concluded and this Agreement shall remain in full force and effect. Upon its determination of compliance, the Developer may request a recordable certificate confirming Developer's compliance through the year under review. Developer may record the certificate with the San Mateo County Recorder's Office.

If the Director initially determines the Compliance Letter to be inadequate in any respect, the Director shall provide notice to that effect to Developer and schedule a public hearing. If after a duly noticed public hearing, the City Council finds and determines, on the basis of substantial evidence, that Developer has not complied substantially in good faith with the terms of this Agreement for the year under review, the City Council shall give written notice thereof to Developer specifying the noncompliance. If Developer fails to cure the noncompliance within a reasonable period of time as established by the City Council, but in no event less than 60 days from the date of receipt of such notice, the City Council, in its discretion, may (a) grant additional time for Developer's compliance, or, following the hearing, modify this Agreement to the extent necessary to remedy or mitigate the noncompliance, (b) may modify this Agreement pursuant to the provisions of Section 8 below, or (c) terminate the Agreement pursuant to Article VI below.

7.4 No Waiver.

Failure of City to conduct an annual review shall not constitute a waiver by City of its rights to otherwise enforce the provisions of this Agreement nor shall Developer have or assert any defense to such enforcement by reason of any failure to conduct an annual review. City does not waive any claim of defect or breach by Developer if, following periodic review pursuant to this Article VII, City does not propose to modify or terminate this Agreement.

ARTICLE VIII

DEFAULT, REMEDIES, AND TERMINATION

8.1 Notice of Breach.

Failure by either party to perform any material term or provision of this Agreement shall constitute a default hereunder, provided that the party alleging the default shall have given the other party advance written notice thereof and sixty (60) days within which to cure the condition, or, if the nature thereof is such that it cannot be cured within that time, the party receiving notice shall not be in default hereunder if the party promptly commences to perform its obligations hereunder and thereafter diligently completes performance. Written notice hereunder shall specify in detail the nature of the obligation to be performed by the party receiving notice.

8.2 Remedies for Breach.

It is acknowledged by the parties that City and Developer would not have entered into this Agreement if it were to be liable in damages under, or with respect to, this Agreement or the application thereof. The City and Developer shall not be liable in damages to the other party (except for Developer's indemnity obligation to City under Section 12.2), or to any assignee, transferee or any other person, and Developer covenants not to sue for or claim damages, while reserving the right to initiate legal proceedings to specifically enforce this Agreement. Upon

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Developer's material default pursuant to Article VIII hereof, City shall be entitled to initiate legal proceedings to specifically enforce this Agreement or the City may terminate this Agreement.

8.3 Termination by Mutual Consent.

This Agreement may be voluntarily terminated in whole or in part by the mutual consent of the parties or their successors in interest, in the sole and absolute discretion of each as to its consent.

ARTICLE IX

ESTOPPEL CERTIFICATE
Either party may, at any time, and from time to time, deliver written notice to the other party requesting such party to certify in writing that, to the knowledge of the certifying party, (a) this Agreement is in full force and effect and is a binding obligation of the parties, (b) this Agreement has not been amended or modified or, if so amended or modified, identifying the amendments or modifications, and (iii) the requesting party is not in default in the performance of its obligations under this Agreement, or if in default, to describe the nature of any defaults. The party receiving a request under this Article IX shall execute and return the certificate within fifteen (15) days following receipt of the request. The Director shall be authorized to execute any certificate requested by Developer. Developer and City acknowledge that a certificate hereunder may be relied upon by transferees and Mortgagees. Developer shall pay the City's reasonable costs involved in providing such estoppel certificate.

ARTICLE X

TRANSFERS, ASSIGNMENTS

10.1 Agreement Runs With the Land.

10.1.1 This Agreement and all of its provisions, agreements, rights, powers, standards, terms, covenants and obligations, shall be binding upon the parties and their respective heirs, successors (by merger, consolidation, or otherwise) and assigns, devisees, administrators, representatives, lessees, and all other persons or entities acquiring the Property or any portion thereof, or any interest therein, whether by sale, operation of law, or in any manner whatsoever, and shall inure to the benefit of the parties and their respective heirs, successors (by merger, consolidation or otherwise) and assigns.

10.1.2 All of the provisions of this Agreement shall be enforceable during the Term as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, but not limited to Section 1468 of the Civil Code of the State of California. Each covenant to do or refrain from doing some act on the Property hereunder, (a) is for the benefit of the Property and is a burden upon the Property, (b) runs with the Property, and (c) is binding upon Developer and each successive owner during its ownership of the Property or any portion thereof, and each person or entity having any interest in the Property. Every person who now or hereafter owns or acquires any right, title or interest in or to any portion of the Property is and shall be conclusively deemed to have consented and agreed to every provision contained herein, whether

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or not any reference to this Agreement is contained in the instrument by which such person acquired an interest in the Property.

10.2 Right to Assign.

10.2.1 Developer shall have the right to assign its rights to develop the Property (by sale, transfer, or otherwise) to any person, business entity, or other similar entity ("Assignee").

Any such transfer shall be deemed to include an assignment of all rights, duties, and obligations created by this Agreement with respect to all or any portion of the Property.

10.3 Release Upon Assignment.

10.3.1 Upon the express written assumption by the Assignee of Developer's rights and interests under this Agreement (the "Assignment Agreement"), Developer shall be free from any and all liabilities accruing on or after the date of assignment with respect to those obligations assumed by the Assignee pursuant to the Assignment Agreement, except to the extent that Developer is in default with respect to any and all obligations at the time of the proposed transfer.

ARTICLE XI

MORTGAGEE PROTECTION

11.1 Mortgage Protection.

This Agreement shall be superior and senior to any lien placed upon the Property or any portion of the Property after the date of recording of this Agreement, including the lien of any deed of trust or mortgage ("Mortgage"). Notwithstanding the foregoing, no breach of this Agreement shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Agreement (including but not limited to City's remedies to terminate the rights of Developer (and its successors and assigns) under this Agreement, to terminate this Agreement, and to seek other relief as provided in this Agreement) shall be binding upon and effective against any person or entity, including any deed of trust beneficiary or mortgagee ("Mortgagee") who acquires title to the Property, or any portion thereof, by foreclosure, trustee's sale, deed in lieu of foreclosure, or otherwise.

11.2 Mortgagee Not Obligated.

Notwithstanding the provisions of Section 10.1 above, no Mortgagee shall have any obligation or duty under this Agreement to construct or complete the construction of improvements on the Property, or to guarantee such construction or completion; provided, however, that a Mortgagee shall not be entitled to devote the Property to any uses or to construct any improvements on the Property other than those uses or improvements provided for or authorized by this Agreement, or otherwise under Applicable Law. City, upon receipt of a written request from a Mortgagee, shall permit the Mortgagee to succeed to the rights and obligations of Developer under this Agreement, provided that all defaults by Developer hereunder that are reasonably susceptible of being cured are cured by the Mortgagee as soon as is reasonably possible after the Mortgagee takes possession of the Property.

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11.3 Notice of Default to Mortgagee.

If City receives a written notice from a Mortgagee, Developer, or any approved Assignee requesting a copy of any notice of default given Developer or any approved Assignee and specifying the address for service, then City shall deliver to the Mortgagee at Mortgagee's cost (or Developer's cost), concurrently with service to Developer, any notice given to Developer with respect to any claim by City the Developer is in default under this Agreement, and if City makes a determination of default, City shall if so requested by the Mortgagee likewise serve at Mortgagee's cost (or Developer's cost) notice of noncompliance on the Mortgagee concurrently with service on Developer. Each Mortgagee shall have the right during the same period available to Developer to cure or remedy, or to commence to cure or remedy, the event of default claimed or the areas of noncompliance set forth in City's notice.

11.4 No Supersession.

Nothing in this Article X shall be deemed to supersede or release a Mortgagee or modify a Mortgagee's obligations under any subdivision improvement agreement or other obligation incurred with respect to the Property outside this Agreement, nor shall any provision of this Article X constitute an obligation of City to the Mortgagee, except as to the notice requirements of Section

10.3. ARTICLE XII

INDEMNIFICATION

12.1 No Duty of City; Hold Harmless.

It is specifically understood and agreed by the parties that the development contemplated by this Agreement is a private development, that City has no interest in or responsibility for or duty to third persons concerning any of said improvements, and that Developer shall have full power over and exclusive control of the Property subject only to the limitations and obligations of Developer under this Agreement.

12.2 Indemnification.

Developer hereby agrees to and shall indemnify, defend (with counsel approved by the City), and hold harmless City and its elected and appointed representatives, officers, agents, and employees from any loss, liability, fines, penalties, forfeitures, costs, and damages (whether in contract, tort, or strict liability, including but not limited to personal injury, death at any time, and property damage) and from any and all claims, demands, and actions in law or equity (including attorneys' fees and litigation expenses) directly or indirectly arising or alleged to have arisen out of or in any way related to: (a) the approval of this Agreement or the City Approvals; (b) any development or use of the Property under this Agreement or the Project Approvals; and (c) any actions or inactions by the Developer or its contractors, subcontractors, agents, or employees in connection with the construction or improvement of the Property and the Project; excepting to the extent arising from the intentional acts or willful misconduct or gross negligence of City, its elected and appointed representatives, officers, agents, employees, contractors or subcontractors.

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This indemnification and hold harmless agreement applies to all damages and claims for damages suffered or alleged to have been suffered by reason of the operations referred to in this Section

12.2, regardless of whether or not City prepared, supplied, or approved plans or specifications for the Property, but does not apply to damages and claims for damages caused by City with respect to public improvements and facilities after City has accepted responsibility for them.

ARTICLE XIII

NOTICES

13.1 Notices.

Any notice, demand, correspondence, or communication required hereunder between the City and Developer ("Notice") must be in writing and shall be sufficiently given if: (a) personally delivered; or (b) dispatched by next day delivery by a reputable carrier such as Federal Express or DHL to the offices of City and Developer indicated below, provided that a receipt for delivery is provided; or (c) if dispatched by certified mail, postage prepaid, to the offices of City and Developer indicated below. Such Notice may be sent in the same manner to such persons and addresses as either party may from time-to-time designate by Notice as provided in this Section. A copy of the Notice should be sent via e-mail as well to the email addresses provided in this Section.

CITY: City Manager
City of East Palo Alto
2415 University Avenue
East Palo Alto, CA 94303
email: [email protected]
With copy to: City Attorney
City of East Palo Alto
2415 University Avenue
East Palo Alto, CA 94303
email: [email protected]
DEVELOPER: Michael Kramer
Woodland Park Property Owner, LLC
2600 El Camino Real Suite 410
Palo Alto, CA 94306
email: [email protected]
With copy to: Corinne Calfee
Opterra Law, inc.

P.O. Box 2369
Davis, CA 95616
[email protected]

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ARTICLE XIV

MISCELLANEOUS

14.1 Cooperation in the Event of Third-party Legal Challenge.

In the event of any legal action instituted by a third party or other governmental entity or official challenging the validity of any provision of this Agreement or the Project Approvals or otherwise relating to the Project ("Third Party Challenge"), the Parties shall mutually cooperate with each other relating to the Third Party Challenge.

14.2 Invalidity.

If any part of this Agreement is held by a court of competent jurisdiction to be invalid or unlawful, the parties shall use their best efforts to cure any inadequacies or deficiencies identified by the court in a manner consistent with the express and implied intent of this Agreement, and then to adopt or re-enact such part of this Agreement as necessary or desirable to permit implementation of this Agreement.

14.3 Applicable Law and Venue.

This Agreement shall be construed and enforced in accordance with the laws of the State of California. Any action at law or in equity arising under this Agreement or brought by any Party for the purposes of enforcing, construing, or determining the validity of any provision of this Agreement shall be filed and tried in the County of San Mateo, or the United States District Court for the Northern District of California

14.4 Severability.

In addition to and without limiting the provisions of Section 14.1.1, if any provision(s) of this Agreement is (are) held invalid, then to fullest extent feasible, the remainder of this Agreement shall not be modified, reformed, or otherwise affected except as may be necessarily required or permitted by the determination of invalidity, and shall remain in full force and effect in accordance with its terms as may be so modified, reformed, or otherwise affected, unless further amended or modified by mutual consent of the Parties. For avoidance of doubt, the Parties acknowledge their mutual intent and agreement that, in the event of any such determination of invalidity, this Agreement shall be appropriately reformed to the extent necessary in order to achieve the mutual primary goals, purposes and intent of the Parties as set forth in this Agreement.

14.5 Nondiscrimination.

Developer covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of any person or group of persons on account of race, color, creed, religion, sex, marital status, ancestry, or national origin in the development of the Property in furtherance of this Agreement. The foregoing covenant shall run with the land.

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14.6 Headings.

The language in this Agreement in all cases shall be construed as a whole and in accordance with its fair meaning. Section and subsection headings in this Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants, or conditions of this Agreement.

14.7 Agreement is Entire Understanding.

This Agreement is executed in one original, which constitutes the entire understanding and agreement of the parties. The parties acknowledge and agree that neither of them has made any representation with respect to the subject matter of this Agreement or any representations inducing the execution and delivery hereof, except representations set forth herein, and each party acknowledges that it has relied on its own judgment in entering this Agreement. The parties further acknowledge that, except for those contained in Applicable City Regulations, all statements or representations that heretofore may have been made by either of them to the other are void and of no effect, and that neither of them has relied thereon in its dealings with the other. To the extent that there is any conflict between the Applicable Law and this Agreement, this Agreement shall govern the parties' respective rights and obligations.

14.8 Interpretation.

Each party to this Agreement has had an opportunity to review the Agreement, confer with legal counsel regarding the meaning of the Agreement, and negotiate revisions to the Agreement.

Accordingly, neither party shall rely upon Civil Code Section 1654 in order to interpret any uncertainty in the meaning of the Agreement. As used herein: (a) the singular shall include the plural (and vice versa) and the masculine or neuter gender shall include the feminine gender (and vice versa) where the context so requires; (b) locative adverbs such as "herein," "hereto," "hereof," and "hereunder" shall refer to this Agreement in its entirety and not to any specific section or paragraph; (c) the terms "include," "including," and similar terms shall be construed as though followed immediately by the phrase "but not limited to;" (d) "shall" and "must" are mandatory and "may" is permissive; and (e) "or" is not necessarily exclusive. Each reference in this Agreement to this Agreement shall be deemed to refer to this Agreement as amended from time to time pursuant to the provisions of this Agreement, as applicable, whether or not the particular reference refers to such possible amendment.

14.9 Further City Actions.

Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent, request, waiver or other action by the City is required or permitted under this Agreement, such action may be given, made, or taken by the City Manager on behalf of the City, or by any person who shall have been designated in writing to Developer by the City Manager, without further approval or authorization required by the City Council, and any such action shall be in writing; provided, however, that the City Manager may seek such authorization when he or she deems it appropriate in his or her sole and absolute discretion. In addition to the provisions of Section 6.2 and without limiting the provisions of this Section 14.8, the City Manager may also,

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at his or her discretion, agree in writing to modification of the dates by which actions are to be completed or to waive non-substantive terms and conditions of this Agreement, to make nonsubstantive amendments to this Agreement in furtherance of the goals and objectives of this Agreement, or to make reasonable modifications to this Agreement requested by Mortgagees. The City Manager or his or her designee is authorized to execute and deliver, on behalf of the City, any ancillary documents and to take any action necessary or desirable to effectuate the provisions and intent of this Agreement.

14.10 Computation of Time; Time of the Essence.

All references in this Agreement to "days" shall mean calendar days unless expressly referred to as "business days." The time in which any act is to be done under this Agreement is computed by excluding the first day, and including the last day, unless the last day is a Saturday, Sunday or holiday, and then that day is also excluded. If the day for performance of any obligation under this Agreement is a Saturday, Sunday or holiday, then the time for performance of that obligation shall be extended to the first following day that is not a Saturday, Sunday or holiday. The term "holiday" shall mean all holidays as specified in Sections 6700 and 6701 of the California Government Code. If any act is to be done by a particular time during a day, that time shall be Pacific Time Zone time. Time is of the essence in the performance of each and every covenant and obligation to be performed by the Parties under this Agreement.

14.11 Permitted Delay.

Subject to the limitations set forth below, the Term of this Agreement and the City Approvals and the time within which either Party shall be required to perform any act under this Agreement shall be extended by a period of time equal to the number of days during which performance of such act is delayed by a Permitted Delay. An extension of time for any Permitted Delay shall commence to run from the time of the commencement of the cause of such Permitted Delay, if Notice by the Party claiming such extension is sent to the other Party within thirty (30) days of the commencement of the cause and the Party receiving such notice does not object to such extension in writing within fifteen (15) days after receiving notice. Upon such an objection, the Parties shall meet and confer within thirty (30) days after the date of the objection in good faith to resolve their disagreement as to the existence and length of the Permitted Delay. If no mutually acceptable solution can be reached either Party may take action as permitted pursuant to Section 8.2. Except for any Permitted Delay attributable to a Third Party Challenge or a failure of the East Palo Alto Sanitary District to issue a "will serve" letter or certification for the Project, in no event shall this Agreement be extended for a single Permitted Delay for longer than one hundred eighty (180) days or for all Permitted Delays cumulatively for eighteen (18) months. Times of performance under this Agreement may also be extended in writing by the mutual agreement of the City Manager and Developer.

14.12 Recordation of Termination.

Upon completion of performance of the parties or termination of this Agreement, a written statement acknowledging such completion or termination shall be recorded by City in the Official Records of San Mateo County, California.

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14.13 Counterparts.

This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but the counterparts together shall constitute only one Agreement.

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IN WITNESS HEREOF, the parties have executed this Agreement effective as of the Effective Date.

CITY OF EAST PALO ALTO,
a municipal corporation
By: __________________________
Mayor
Dated: __________________________

WOODLAND PARK PROPERTY OWNER,
LLC, a Delaware limited liability company
By: __________________________
Name: __________________________
Title: __________________________
Dated: __________________________
ATTEST:
________________________________
City Clerk
Dated: __________________________
APPROVED AS TO FORM:
____________________________________
City Attorney
Dated: __________________________

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STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
______________________________________
Name: ______________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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Attachment: Ordinance Approving Development Agreement (with Development Agreement) (2474 : Woodland Park Euclid Improvements 39 551\95\3398553.1

STATE OF CALIFORNIA )
)
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.
______________________________________
Name: ______________________________
Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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Attachment: Ordinance Approving Development Agreement (with Development Agreement) (2474 : Woodland Park Euclid Improvements

EXHIBIT A
-1-
551\95\3398553.1

EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
501 O'Connor Street and 2012 Euclid Avenue

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EAST PALO

ALTO, IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Beginning at the intersection of the center line of O'Connor Street with the center line of Euclid Avenue running thence Easterly along the center line of O'Connor Street 187.53 feet; thence North 7° 27' East 210.49 feet; thence Westerly 175.40 feet to a point in the center line of Euclid Avenue which said point is distant Northerly 234.09 feet to the point of beginning; thence southerly along the center line of Euclid Avenue, 234.09 feet to the point of beginning. Said description includes within its boundaries Lots Numbered 1, 2 and 3 in Block 9 as shown on that certain Map entitled "Map of Woodland Place, Subdivision No. One of Ravenswood, San Mateo County, California", filed in the Office of the County Recorder of San Mateo County, State of California on August 1, 1910 in Book 7 of Maps at Page 24.

JPN: 063-028-282-01A and 063-028-282-02A
APN: 063-282-010, 063-282-020
2001 Manhattan Avenue

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EAST PALO

ALTO, IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Beginning at the point of intersection of the centerline of O'Connor Street with the centerline of Manhattan Avenue; running thence North 4° 44' East 229.10 feet to the Easterly prolongation of the Southerly line of the lands described in Deed to Jeanette A. Meek, recorded on April 21, 1913 in Book 224 of Deeds at Page 227, Records of San Mateo County, California; thence Westerly along said last mentioned prolongation and Southerly line 174.85 feet to the centerline of an alley way; thence Southerly along the centerline of said alley way 235.61 feet to the centerline of O'Connor Street; thence Easterly along the centerline of O'Connor Street 184.68 to the point of beginning. Being the property described as Lots Nos. 23 and 24 and the Southerly 25 feet of Lot No. 22 in Block 9, according to that certain Map entitled "Map of Woodland Place Subdivision No. 1 of Ravenswood, San Mateo County, Cal.", filed in the Office of the County Recorder of San Mateo County, State of California on August 1, 1910 in Book 7 of Maps at Page 24. Excepting therefrom that portion thereof conveyed to the third road district of San Mateo County, by Agnes M. West, et al, by Deed dated March 12, 1921 and recorded June 6, 1921 in Book 14, of Official Records at Page 237, Records of San Mateo County, California.

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Attachment: Ordinance Approving Development Agreement (with Development Agreement) (2474 : Woodland Park Euclid Improvements EXHIBIT A -2-
551\95\3398553.1
APN: 063-282-090

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Attachment: Ordinance Approving Development Agreement (with Development Agreement) (2474 : Woodland Park Euclid Improvements

EXHIBIT A
-3-
551\95\3398553.1
2021 Euclid Avenue

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EAST PALO

ALTO, IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

LOT 2 AND THE SOUTHWESTERLY 5 FEET, FRONT AND REAR MEASUREMENTS OF LOT 3, BLOCK 10, MAP OF WOODLAND PLACE, SUBDIVISION NO. ONE OF RAVENSWOOD, FILED AUGUST 1, 1910, BOOK 7 OF MAPS, PAGE 24, SAN MATEO COUNTY RECORDS.

JPN: 063-028-281-02A
APN: 063-281-020
2025 Euclid Avenue

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EAST PALO

ALTO, IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

The Northeasterly 45 feet, front and rear measurements of Lot 3 in Block 10 as shown on that certain Map entitled "Map of Woodland Place Subdivision No. 1 of Ravenswood, San Mateo County, California", filed in the Office of the County Recorder of San Mateo County, State of California on August 1, 1910 in Book 7 of Maps at Page 24.

JPN: 063-28-281-03A
APN: 063-281-030
2031 Euclid Avenue

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EAST PALO

ALTO, IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Lot 4 and the Southerly 1/2, front and rear measurements of Lot 5 in Block 10, as shown on that certain Map entitled "Map of Woodland Place, Subdivision No. 1 of Ravenswood, San Mateo County, California", filed in the Office of the County Recorder of San Mateo County, State of California, on August 1, 1910 in Book 7 of Maps at Page(s) 24.

JPN: 063-028-281-04A
APN: 063-281-040

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Attachment: Ordinance Approving Development Agreement (with Development Agreement) (2474 : Woodland Park Euclid Improvements

EXHIBIT A
-4-
551\95\3398553.1
2032 Euclid Avenue

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EAST PALO

ALTO, IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Portion of Lots 4 and 5 in Block 9 and portions of Euclid Avenue and the alley adjacent thereto, all as shown on that certain Map entitled "Map of Woodland Place, Subdivision No. One of Ravenswood, San Mateo County, California of Ravenswood Investment Co. Inc.", filed in the Office of the County Recorder of San Mateo County, State of California, on August 1, 1910 in Book 7 of Maps at Page(s) 24, described as: Beginning at a point in the centerline of Euclid Avenue distant thereon North 10° 19' East 234.00 feet from the intersection thereof with the centerline of O'Connor Street; running thence along said centerline of Euclid Avenue, North 10° 19' East 50.03 feet; thence leaving said line South 79° 41' East 172.77 feet to the centerline of alley running through said Block 9; thence along said centerline, South 7° 27' West 50.18 feet and thence North 79° 41' West 175.40 feet to the point of beginning. Excepting therefrom the Northwesterly 20 feet thereof for a public highway.

JPN: 063-028-282-03A
APN: 063-282-030
2033 Manhattan Avenue

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EAST PALO

ALTO, IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Parcel I:

Portion of Lots 20 and 21 and alley in Block 9, as delineated upon that certain Map entitled "Map of Woodland Place Subdivision No. One of Ravenswood, San Mateo County, California", filed for record in the Office of the Recorder of the County of San Mateo, State of California, on August 1st, 1910 in Book 7 of Maps, at Page 24, more particularly described as: Beginning at a point on the Westerly line of Manhattan Avenue where it is intersected by the line dividing Lots 21 and 22 in said Block 9; thence North 4° 44' East along said Westerly line 28.42 feet to the Southwesterly line of lands described in Deed from Retta J. Donaghu to the State of California, recorded September 7, 1955 in Book 2871, Page 396 of Official Records; thence along said Southwesterly line of a tangent curve to the left with a radius of 60 feet and a central angle of 53° 18' 46" an arc distance of 55.83 feet and North 48° 34' 46" West 117.29 feet to a point in the Northerly line of lands described in Deed from Claude C. Taylor and wife to Retta Donaghu, by Deed recorded November 24, 1942 in Book 1037, Page 410 of Official Records; thence following the boundaries of said last mentioned Deed North 87° West 17.27 feet, South 7° 27' West 145.68 feet and South 87° East 142.50 feet to the point of beginning.

Parcel II:

The Northerly 50 feet front and rear measurements of Lot 22 in Block 9, and the adjacent portion

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Attachment: Ordinance Approving Development Agreement (with Development Agreement) (2474 : Woodland Park Euclid Improvements

EXHIBIT A
-5-
551\95\3398553.1
of the Easterly one-half of unnamed alley way, as delineated upon that certain Map entitled "Map of Woodland Place, Subdivision No. One of Ravenswood, San Mateo County, California", filed for record in the Office of the Recorder of the County of San Mateo, State of California, on August 1st, 1910 in Book 7 of Maps, at Page 24.

JPN: 063-028-282-08A
APN: 063-282-080
2036 Euclid Avenue

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EAST PALO

ALTO, IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Portion of Lots 5 and 6 in Block 9 and portion of Euclid Avenue and the alley adjacent thereto, all as shown on the Map entitled "Map of Woodland Place Subdivision No. One of Ravenswood, San Mateo County, California", filed in the Office of the County Recorder of San Mateo County, State of California on August 1, 1910 in Book 7 of Maps at Page 24, more particularly described as follows: Beginning at a point in the centerline of Euclid Avenue, distant thereon North 10° 19' East 284.12 feet from the point of intersection thereof with the centerline of O'Connor Street; running thence along said centerline of Euclid Avenue, North 10° 19' East 50.03 feet; thence leaving said line South 79° 41' East 170.13 feet to a point in the centerline of the alley running through said Block; thence along said centerline, South 7° 27' West 50.18 feet and thence North 79° 41' West 172.77 feet to the point of beginning. Excepting therefrom the Northwesterly 20 feet thereof. Also excepting therefrom that parcel of land conveyed to Isabel Lang and husband, by Deed from Elmer D. Cole and wife, dated December 22, 1948 and recorded December 2, 1949 in Book 1753, of Official Records at Page 716, Records of San Mateo County, California.

JPN: 063-028-282-04A
APN: 063-282-040
2040-2042 Euclid Avenue

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EAST PALO

ALTO, IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PORTION OF LOTS 5 AND 6 IN BLOCK 9, AS DESIGNATED ON THE MAP ENTITLED, "MAP OF WOODLAND PLACE SUBDIVISION NO. ONE OF RAVENSWOOD SAN MATEO COUNTY CALIFORNIA", WHICH MAP WAS FILED IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, ON AUGUST 1, 1910 IN BOOK 7 OF MAPS AT PAGE 24, MORE PARTICULARLY DESCRIBED AS: BEGINNING

AT A POINT ON THE CENTERLINE OF EUCLID AVENUE, DISTANT THEREON NORTH 10° 19' EAST 332.15 FEET FROM THE INTERSECTION OF SAID CENTERLINE WITH THE

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Packet Pg. 100 Attachment: Ordinance Approving Development Agreement (with Development Agreement) (2474 : Woodland Park Euclid Improvements

EXHIBIT A
-6-
551\95\3398553.1

CENTERLINE OF O'CONNOR STREET, AS SAID AVENUE AND STREET APPEAR ON THE MAP ABOVE REFERRED TO; THENCE RUNNING NORTH 10° 19' EAST AND ALONG SAID CENTERLINE OF EUCLID AVENUE 43.10 FEET, TO THE

SOUTHWESTERLY CORNER OF THE LANDS DESCRIBED IN THE DEED FROM DEWEY G. LANG AND WIFE TO ELMER D. COLE AND WIFE, DATED DECEMBER 14, 1948 AND RECORDED DECEMBER 16, 1948 IN BOOK 1604 OF OFFICIAL RECORDS OF SAN MATEO COUNTY, PAGE 3 (67437-H) THENCE SOUTH 79° 41' EAST ALONG THE SOUTHERLY LINE OF THE LAST MENTIONED LANDS 167.99 FEET TO THE WESTERLY LINE OF THE LANDS DESCRIBED IN THE DEED FROM CLAUDE C.

TAYLOR AND WIFE TO ROTTA J. DONAGHU, DATED NOVEMBER 20, 1942 AND RECORDED NOVEMBER 24, 1942 IN BOOK 1037 OFFICIAL RECORDS OF SAN MATEO AT PAGE 410 (69331-E); THENCE ALONG THE LAST MENTIONED LINE SOUTH 7° 27' WEST 43.02 FEET MORE OR LESS TO A POINT WHICH BEARS SOUTH 79° 41' EAST 170.23 FEET FROM THE POINT OF BEGINNING; THENCE NORTH 79° 41' WEST 170.23 FEET TO THE POINT OF BEGINNING.

JPN: 063-028-282-05A
APN: 063-282-050
2041 Euclid Avenue, also known as 420 E. O'Keefe

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EAST PALO

ALTO, IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

PORTION OF LOTS 5, 6 AND 7 IN BLOCK 10, AS SHOWN ON THAT CERTAIN MAP ENTITLED "MAP OF WOODLAND PLACE SUBDIVISION NO. ONE OF RAVENSWOOD,

SAN MATEO COUNTY, CALIFORNIA, PROPERTY OF RAVENSWOOD INVESTMENT CO., INC.", FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN MATEO COUNTY, STATE OF CALIFORNIA, ON AUGUST 1, 1910 IN BOOK 7 OF MAPS AT PAGE 24, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE WESTERLY BOUNDARY LINE OF SAID BLOCK 10, DISTANT THEREON NORTH 10° 19' EAST 12.87 FEET FROM THE NORTHWESTERLY CORNER OF SAID LOT 6 IN BLOCK 10, SAID POINT OF BEGINNING BEING ON THE SOUTHERLY BOUNDARY

LINE OF O'KEEFE STREET, AS ESTABLISHED BY THAT CERTAIN DEED FROM LLOYD G. SLOAN AND IRENE L. SLOAN, HIS WIFE TO THE COUNTY OF SAN MATEO, DATED SEPTEMBER 15, 1961 AND RECORDED NOVEMBER 6, 1961 IN BOOK 4087 OF OFFICIAL RECORDS AT PAGE 338 (FILE NO. 11817-U), RECORDS OF SAN MATEO COUNTY, CALIFORNIA; THENCE FROM SAID TO THE POINT OF BEGINNING ALONG SAID SOUTHERLY LINE OF O'KEEFE STREET, SOUTH 79° 41' EAST 59 FEET; THENCE SOUTH 10° 19' WEST 87.87 FEET; THENCE NORTH 79° 41' WEST 59 FEET TO THE ABOVE MENTIONED WESTERLY LINE OF BLOCK 10; THENCE ALONG SAID LAST MENTIONED LINE, NORTH 10° 19' EAST 87.87 FEET TO THE POINT OF BEGINNING JPN: 063-028-281-11A

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EXHIBIT A
-7-
551\95\3398553.1
APN: 063-281-110
2043 Euclid Avenue

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EAST PALO

ALTO, IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Portion of Lots 5, 6 and 7 in Block 10, as shown on that certain Map Entitled "Map of Woodland Place Subdivision No. One of Ravenswood, San Mateo County, California, property of Ravenswood Investment Co., Inc.", filed in the Office of the County Recorder of San Mateo County, State of California, on August 1, 1910 in Book 7 of Maps at Page 24, being more particularly described as follows: Beginning at a point on the Westerly boundary line of Euclid Avenue, at the intersection thereof with the dividing line between Lots 6 and 7 in said Block 10; thence from said point of beginning along said Westerly line of Euclid Avenue, North 10° 19' East,

12.87 feet to the intersection thereof with the Southerly boundary line of O;'Keefe Street, as established by that certain Deed from Laurence R. Hubbard and Leona J. Hubbard, his wife, and Kenneth R. Hubbard, to the County of San Mateo, Dated November 21, 1960 and Recorded July 10, 1961 in Book 4014 of Official Records, at Page 243 (File No. 74244-T); thence along said last mentioned line, North 79° 41' West 61 feet; thence leaving said Southerly line of O'Keefe, South 10° 19' West, 87.87 feet; thence parallel with said dividing line between Lots 6 and 7, South 79° 41' East, 61 feet to said Westerly line of Euclid Avenue, thence along said last mentioned line, North 10° 19' East 75 feet to the point of beginning.

JPN: 063-028-281-10A
APN: 063-281-100
2044 Euclid Avenue

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EAST PALO

ALTO, IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Beginning at a point in the centerline of Euclid Avenue distant thereon North 10° 19' East 375.25 feet from its intersection with the centerline of O'Connor Street; thence from said point of beginning at right angles with Euclid Avenue, South 79° 41' East 167.99 feet , more or less, to the Westerly line of property now or formerly of Retta J. Donaghu; thence along said boundary North 7° 27' East 55.06 feet, more or less, to the Southerly boundary of property conveyed to Richard Jordan and Lillian Jordan, his wife, by Deed dated January 21, 1942 and recorded January 22, 1942 in Book 1005 of Official Records at Page 42; thence along said Southerly boundary North 79° 41' West 165.24 feet to said centerline of Euclid Avenue; thence along said centerline of Euclid Avenue South 10° 19' West 55.00 feet to the point of beginning. Being a portion of Block 9 as shown on that certain Map entitled "Map of Woodland Place Subdivision No. One of Ravenswood, San Mateo County, California, property of Ravenswood Investment Co., Inc.", filed in the Office

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EXHIBIT A
-8-
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of the County Recorder of San Mateo County, State of California on August 1, 1910 in Book 7 of Maps at Page 24.

JPN: 063-028-282-06A
APN: 063-282-060
2054 Euclid Avenue

THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE CITY OF EAST PALO

ALTO, IN THE COUNTY OF SAN MATEO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS:

Portion of Block 9 as shown on that certain Map entitled "Map of Woodland Place, Subdivision No. One or Ravenswood, San Mateo County, California", filed in the Office of the County Recorder of San Mateo County, State of California on August 1, 1910 in Book 7 of Maps at Page 24, more particularly described as follows: Beginning at a point on the Easterly line of Euclid Avenue said point being North 10° 19' East 430.25 feet and South 79° 41' East 30 feet from the intersection of the centerline of Euclid Avenue with the centerline of O'Connor Street as said Avenue and Street are shown on the above mentioned map; thence from said point of beginning South 79° 41' East 135.24 feet, more or less, to the Westerly line of property now or formerly of Claude C. Taylor and wife; thence along said boundary North 7° 27' East 37.47 feet to the Southwesterly line of the lands described in the Deed from Nelson D. Gustin and wife to the State of California dated December 27, 1955 and recorded April 29, 1956 in Book 3009 at Page 327 of Official Records (47170-N); thence Northwesterly along said Southwesterly line 156.66 feet to the said Easterly line of Euclid Avenue; thence along said Easterly line South 10° 19' West 118 feet, more or less, more or less, to the point of beginning.

JPN: 063-02-282-07A
APN: 063-282-070

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EXHIBIT B
-1-
551\95\3398553.1

EXHIBIT B

EXISTING IMPACT FEES
Fee
No. Fee Name Unit / Data Input Required
Notes
Fee Level /
Deposit
Development Impact Fees & In-Lieu Fees
1 Housing
Commercial Linkage (Office/Medical/R&D) Square Foot $12.81 2 Parks and Trails
Detached ADU Dwelling Unit [1,2] $1,885.61
Other Non-Residential Peak Service Population $1,047.18 Single-Family Dwelling Unit (Rental) $4,714.61
Townhouse Dwelling Unit (Rental) $4,714.61
Multi-Family Housing Dwelling Unit (Rental) $3,247.64
Office/Research & Development Square Foot $1.32
Industrial Square Foot $0.52
Retail Square Foot $0.87
3 Public Facilities
Detached ADU Dwelling Unit [1,2] $3,306.96
Single-Family Dwelling Unit $8,267.96
Townhouse Dwelling Unit $8,267.96
Multi-Family Housing Dwelling Unit $5,695.63
Other Non-Residential Peak Service Population $1,837.71 Office/Research & Development Square Foot $2.29
Industrial Square Foot $0.93
Retail Square Foot $1.52
4 Storm Drainage
Detached ADU within RBD Dwelling Unit [1,2,3] $2,208.45 Single-Family within RBD Dwelling Unit [3] $5,521.10
Detached ADU outside RBD Dwelling Unit [1,2,3] $1,277.61 Single-Family outside RBD Dwelling Unit [3] $3,194.03
All other Land Uses within RBD Impervious acre [3] $138,027.50 All other Land Uses outside RBD Impervious acre [3] $79,850.62 5 Transportation
Detached ADU Dwelling Unit [1,2] $1,075.70
Single-Family Dwelling Unit $2,689.83
Townhouse Dwelling Unit $2,689.83
Multi-Family Housing Dwelling Unit $2,024.79
Other Non-Residential PM Peak Hour Vehicle Trips
& Internal Trips Percentage $7,868.71
Office/Research & Development Square Foot $8.36
Industrial Square Foot $5.45
Retail Square Foot $8.36
6 Water Capacity

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EXHIBIT B
-2-
551\95\3398553.1
Single-Family Dwelling Unit $9,293.47
Townhouse Dwelling Unit $9,293.47
Multi-Family Housing Dwelling Unit $5,719.58
Detached ADU Dwelling Unit [2] $5,719.58
Other Non-Residential Meter Size - 3/4" $13,582.59
Other Non-Residential Meter Size - 1" $22,637.65
Other Non-Residential Meter Size - 1.5" $45,276.45
Other Non-Residential Meter Size - 2" $72,441.62
Other Non-Residential Meter Size > 2",
Gallons Per Day
$35.74
[Notes]
[1]
Fee is exempt for Accessory Dwelling Units (ADUs) equal to or smaller than 750 square feet.

For ADUs greater than 750 square feet, fee proportional.

Proportion allocated on square footage of ADU relative to primary residence. [2] The lessor of this amount or the maximum allowed by law. [3] RBD - Ravenswood Business District

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Packet Pg. 105 Attachment: Ordinance Approving Development Agreement (with Development Agreement) (2474 : Woodland Park Euclid Improvements

EAST PALO ALTO

COMMUNITY AND ECONOMIC DEVELOPMENT

DEPARTMENT

STAFF REPORT
DATE: November 15, 2022
TO: Manushi Mathur, Associate Planner
FROM: ELENA LEE, PLANNING MANAGER
BY: Karen Camacho, Housing Project Manager
SUBJECT: Inclusionary Housing Alternative Compliance Option for 717 Donohoe St. (APN 063-374-350)
Recommendation
Conduct a public hearing and adopt a Resolution:

1. Finding that the proposed Alternative Compliance Option for the residential development project located at 717 Donohoe (APN 063-374-350) to provide on a vacant property one deedrestricted unit for a Median-Income Household and two deed restricted units for ModerateIncome Households fulfills the project’s inclusionary housing obligation under Section

18.37.080 of the East Palo Alto Municipal Code; and

2. Directing the City Manager to execute all required documents, in a form approved by the City Attorney, associated with the Inclusionary Housing requirements of the Project.

Alignment with City Council Strategic Plan
This recommendation is primarily aligned with:

Priority No. 6: Create a Healthy and Safe Community
Background
717 Donohoe Residential Development Project
The project located at 717 Donohoe St., APN 063-374-350 (“Project”), is a proposed residential development on a currently vacant lot of over 26,136 square feet. The Project applicant is Tom He representing 8M Property-4 LLC (“Applicant”). The Project area is zoned as Multiple-Family Medium Density Residential Zone-2 (“R-MD-2”). The proposal is to build fourteen two-story residential ownership developments, utilizing East Palo Alto Municipal Code Chapter 18.36, adopted to conform with State Density Bonus Law (Government Code Section 65915 - 65918) (together “Density Bonus Law”). Instead of providing the standard inclusionary

8.1 Packet Pg. 106
housing obligation of two Inclusionary Units and an In-Lieu Fee Payment for 0.8 units, the developer is proposing to deed-restrict three units, one for a “Median-Income Household” and two for “Moderate-Income Households” as an Alternative Compliance Option.

An Alternative Compliance Options requires that City Council approve the Applicant’s Inclusionary Housing Plan prior to the development proposal. The purpose of this staff report is for Council to consider the Alternative Compliance Option under the Inclusionary Housing Ordinance (“IHO”). If the Inclusionary Housing Plan is approved, the project’s entitlements, which include a Design Review and Tentative Map, would be scheduled for approval by the Planning Commission once the project is ready for a decision.

See the Applicant’s Inclusionary Housing Plan and tentative design plan in Attachment 2.

The timeline of the project is:

Table 1. Project Timeline
December 11, 2020 Density Bonus Law Plan Submittal
December 11, 2020 Inclusionary Housing Plan Submittal
October 20, 2022 Inclusionary Housing Plan Resubmittal
Pending Planning Issuance of Compliance Letter
Pending Building Permit
Inclusionary Housing Requirement
All residential development projects are subject to the requirements of Chapter 18.37 of the East Palo Alto Municipal Code (“EPAMC”) Inclusionary Housing Ordinance (“IHO”), adopted by City Council on November 19, 2019.

The IHO requires an Inclusionary Housing Plan to be approved by the Housing Division prior to scheduling the project for Planning Commission action. The content of the Inclusionary Housing Plan is incorporated into the Housing Division conditions of approval.

In the Inclusionary Housing Plan, applicants must select from a list of options (“Inclusionary Housing Compliance Options”) that demonstrate how a project will meet the inclusionary requirement. Upon staff’s request, the Applicant agreed to select “Other” and proposes an Alternative Compliance Option, as shown in Attachment 2. Under the IHO, all alternative compliance options require City Council approval. This alternative is discussed in detail in the analysis section.

Analysis
Standard Inclusionary Housing Requirements
Pursuant to the City of East Palo Alto Municipal Code Chapter 18.37 - Inclusionary Housing, a developer of an ownership residential development with five or more units must provide twenty percent (20%) of the dwelling units in the residential development as Inclusionary Units upon the same site as the residential development, with 50 percent of the Inclusionary Units available at an affordable sales price to households at 70% of the Area Median Income (“Median-Income Households”) and 50 percent of the Inclusionary Units available at an

8.1 Packet Pg. 107
affordable sales price to households at 110% of the Area Median Income (“Moderate-Income Households”). Fractions of an Inclusionary Unit shall be provided by the payment of an In-Lieu ee as established in Section 18.37.050.B.

The In-Lieu Fee for ownership/for-sale residential units for Fiscal Year 2022-23 is $190,000. 717 Donohoe Inclusionary Housing Requirement
The proposed Project consists of 14 ownership/for-sale units which requires the following: 1) two Inclusionary Units on-site, with one unit at an affordable sales price to a Median-Income Household and one unit at an affordable sales price to a Moderate-Income Household; and 2) an In-Lieu Fee Payment for 0.8 Inclusionary Units or $152,000.

Inclusionary Housing Alternative Compliance Options
Section 18.37.080 allows a developer to pursue an Alternative Compliance Option with approval by the City Council. The IHO identifies two Alternative Compliance Options:

1. Provide Inclusionary Units off-site equal to 25% of the units in the project at the lowest affordability level; or

2. Other Alternative Compliance Options as proposed by the applicant.

The applicant has chosen Option 2 and is proposing an Other Alternative Compliance Option for consideration by City Council that is further discussed below.

Inclusionary Housing Standards
Section 18.37.060 of the EPAMC describes the standards for Inclusionary Units. These standards are relative to the market-rate units in a project and include:
· Comparability in exterior appearance and overall quality of construction (to the marketrate unit) · Comparability in average bedroom mix and unit size
· Dispersion of Inclusionary Units throughout the project, rather than a single location · Same amenities (access to common open space, parking, storage, etc.) The purpose of these standards is to ensure that the Inclusionary Units are indistinguishable from the market-rate units and well-integrated into the project.

Proposed Alternative Compliance Option
If an applicant selects Option 1, providing units off-site, the requirement is to provide the equivalent of 25% of the total number of units. Any proposed “Other” Alternative Compliance Option should demonstrate equivalent or greater public benefit than Option 1, and this is the basis upon which the proposal is evaluated.

The Applicant proposes to provide three inclusionary housing units on-site, one to be sold at an affordable price for a Median-Income Household and two to be sold at an affordable price for Moderate-Income Households.

Table 2 below demonstrates the income limits for median and Moderate-Income Households based on the City’s 2022 household income limits.

8.1 Packet Pg. 108
Table 2. East Palo Alto 2022 Household Income Limits for Median- and Moderate- Income Households
Household Size 1 2 3 4
Median Income $91,350 $104,400 $117,450 $130,500
Moderate Income $139,450 $159,350 $179,300 $199,200
Based on the City’s 2022 household income limits and January 2022 market data, the FY 2022-2023 affordable sales price for the three-bedroom inclusionary units would be approximately $788,500 for Median-Income Households and just over $1.1 million for Moderate-Income Households. The market sales price would approximate $1.4 million. The future sales price will be based on most current available data (e.g. most current interest rates, homeowner association dues, utilities, and property insurance).

Density Bonus Law Applicability
The current proposed design of this Project, including the “Other” Alternative Compliance Option, is not compliant with the development standards for the Multiple-Family Medium Density Residential Zone (“R-MD-2”) zoning designation.

The R-MD-2 zoning allows for a wide range of multi-family residential opportunities, including duplexes, triplexes, quadplexes, rowhouses, townhouses, courtyard multiple-family buildings and small-scale multi-family buildings. This zone is intended to provide for an increase in housing units to meet affordability and other community goals and is located to provide a transition between higher density residential, mixed-use, and commercial areas and lowdensity residential neighborhoods.

East Palo Alto Municipal Code Chapter 18.36 is the City’s Density Bonus Ordinance.

Consistent with State law (Government Code Section 65915), the Density Bonus Ordinance provides a means for granting density bonuses, incentives, or concessions for the production of housing for very low income, lower income, Moderate-Income Households, or senior households. Currently under R-MD-2 zoning, the Applicant would be allowed to build 12 to 22 units per acre. The Applicant proposes to use the Density Bonus Ordinance to build fourteen units on one lot with three waivers from development standard. The requested waivers are described below. The Density Bonus Ordinance allows a density bonus, concessions, and other regulatory incentives when a developer proposes to provide at least the minimum number of ownership/for-sale housing affordable units to median or moderate-income residents as required by the City’s Inclusionary Housing Ordinance (20% for on-site units).

Planning and Housing staff have conducted an initial review to confirm the project could qualify for the Density Bonus Law.

Evaluation of 717 Donohoe Density Bonus Law Compliance
The proposed project is required to meet the development standards under EPAMC 18.10.030 - Development Standards for Residential Zones.

The Applicant is seeking the following three waivers under Density Bonus Law:

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1. Increase in Floor Area Ratio (“FAR”). EPAMC allows for 65% FAR. The Applicant is seeking an increase to 78.5%.

2. Decrease in private open space. EPAMC requires a minimum of 200 sq ft of private open space. The Applicant is seeking a reduction to 160 sq ft in order to provide uniform units, as required in the IHO.

3. Decrease in front setback. EPAMC requires a front setback of 20 feet. The Applicant is seeking a decrease to one foot.

The above-mentioned requests qualify as “waivers” under the Density Bonus Ordinance.

EPAMC Section 18.38.110 defines a “waiver” as the suspension of requirements upon a finding and determination that doing so is the best interest of the City, based on several conditions, including hardship on the Applicant. Further, state Density Bonus Law mandates that waivers are required when a development standard would preclude the development. The applicant claims the proposed 14-unit development would not be feasible without these three waivers.

Evaluation of the 717 Donohoe Alternative Compliance Option Section 18.37.080 of the East Palo Alto Municipal Code describes that an “Other” Alternative Compliance Option can be approved by the City Council based on findings that the alternative will provide as many or more Inclusionary Units at the same or lower income levels or will otherwise provide greater public benefit than would provision of the Inclusionary Units on-site.

For the purposes of comparison, the market-rate units and Inclusionary Units are shown sideby-side in the chart below.

Table 3. Inclusionary and Market-Rate Unit Overview
Inclusionary Unit Market-Rate Units
Units 3 3-bedroom units (Units 1,
3 and 13)
9 3-bedroom units (Units 2, 4, 5, 6, 9, 10,
11, 12, and 14) 2 4-bedroom units (Units
7, 8)
Size 1,570 sq ft 1,570 sq ft (Units 2, 4, 5, 6, 9, 10, 11, 12, and 14) 1,793 sq ft (Units 7, 8)
AMI
Levels*
1 x Median Income 2 x
Moderate Income
All market-rate
*Note: The IHO defines “median income” as 70% of the Area Median Income (“AMI”) and “moderate income” as 110% AMI.

Code Required Number of Units. The number of Inclusionary Units required for this Project are two on-site Inclusionary Units and an In-Lieu Fee Payment for a fraction of a unit (0.8). The proposed Alternative Compliance Option exceeds that requirement by providing three Inclusionary Units on-site.

Bedroom Count and Size. The Inclusionary Units proposed would be three-bedroom 1,570 sq ft units, comparable to the nine other three-bedroom market rate units.

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Comparability. The Inclusionary Units would contain identical or comparable exterior and interior finishes and amenities, with equal access to common areas and comparable private open space.

Affordability- AMI. As noted in Tables 2 and 3 above, one Inclusionary Unit would be restricted for sale to households at or below median income, and two Inclusionary Units would be restricted for sale to households at or below moderate income.

Staff evaluated whether the provision of the additional on-site moderate-income Inclusionary Unit is an equal or greater public benefit than a fee payment representing a fraction of a subsidized prototypical unit.

Based on the methodology of the Ownership In-Lieu Fee calculation, the fee payment of $152,000 represents 0.8 times the gap financing for an “average” unit. Providing one additional 3-bedroom Inclusionary Unit that will sell at approximately $1.1 million for ModerateIncome Households, compared to $1.4 million for a market-rate three-bedroom unit, could immediately provide a “subsidy” of approximately $300,000.

Staff finds this Alternative Compliance Option preferable in terms of both subsidy amount and timing, as the additional Inclusionary Unit will become available when construction of the Project is completed, rather than funds accumulating in the Affordable Housing Fund to support affordable units at a later time. In addition, this additional Inclusionary Unit would increase the City’s affordable housing stock of moderate-income units and will help the City advance on its 6th Regional Housing Needs Allocation cycle (“RHNA 6”) requirements, as it will be deed-restricted in perpetuity for Moderate-Income Households. The City’s 2023-2031 Housing Element has identified a strong need to meet moderate-income unit requirements in East Palo Alto. City efforts to build moderate-income units will be key to meet RHNA 6 goals.

Staff Recommendation
Based on the above considerations, staff believes the Applicant's proposal to provide one deed-restricted unit for a Median-Income Household and two for Moderate-Income Households fulfills the requirements of Section 18.37.080 and recommends the City Council approve this Alternative Compliance Option.

Construction of Units in Alternative Compliance Option
If the City Council approves the provision of the Inclusionary Unit as an Alternative Compliance Option for the Project, the standard requirements of the IHO will apply. Prior to the issuance of a Building Permit, the City would execute an Inclusionary Housing Agreement that holds the developer responsible for constructing the Inclusionary Units concurrently with the market-rate units in the project and for selecting a qualified buyer. This Inclusionary Housing Agreement is recorded against the entire Project.

Prior to issuance of a certificate of occupancy, a deed restriction would be recorded against the Inclusionary Unit to ensure that it remains affordable in perpetuity, in accordance with the requirements of the IHO for ownership units.

The City or its designated entity, such as EPACANDO, would be responsible for ongoing

8.1 Packet Pg. 111
compliance monitoring. As with all units created and income-restricted under the Inclusionary Housing program, these units would remain part of the City’s Below Market-Rate (“BMR”) portfolio.

Next Steps
If the City Council determines that the proposed Alternative Compliance Option is sufficient to fulfill the Project’s inclusionary obligation, City staff will incorporate the Inclusionary Housing Plan into the permit issuance process.

Staff will also prepare the required documents and work with the developer to execute and record an Inclusionary Housing Agreement on the Project. As noted above, the Project, including the Inclusionary Units, will be subject to the planning entitlement process, including the approval of a Design Review and Tentative Map. A Final Map would be required afterwards to complete the subdivision process.

The Inclusionary Housing Agreement will ensure the Project complies with Section 18.37.070 of the EPAMC, which requires concurrent construction and issuance of final inspection or certificates of occupancy for the Inclusionary Units and market-rate units.

In accordance with Chapter 3 of the IHO Guidelines, the Affordable Sales Price will be calculated within 90 days before the date of the first close of escrow for an Inclusionary Unit and the values of the Affordable Sales Price and Fair Market Value, as defined in the IHO, will be updated every 90 days thereafter.

Fiscal Impact
There is no immediate fiscal impact associated with this staff report.

As noted previously, if the City Council approves the Alternative Compliance Option, the Applicant would not provide two Inclusionary Units and pay an In-Lieu Fee of $152,000, the equivalent of 0.8 units, but instead would provide one on-site Inclusionary Unit for a MedianIncome Household and two on-site Inclusionary Units for a Moderate-Income Household.

All BMR units are managed by the City’s current BMR Administrator, EPACANDO. Addition of units to the portfolio will not generate additional administrative costs, as these are funded through a combination of Housing TOT (Transient Occupancy Tax, F207) and Housing Successor (F220) funds under the Agreement with EPACANDO, which is effective through May 2023.

Public Notice
The public was provided notice by publishing a notice in the November 4, 2022 Palo Alto Daily News and by posting the agenda and report on the City’s website and at the City Hall located at 2415 University Avenue, East Palo Alto.

Environmental
The action being considered does not constitute a “Project” within the meaning of the California Environmental Quality Act (CEQA), pursuant to CEQA Guideline section 15378

8.1 Packet Pg. 112
(b)(5), in that it is a government administrative activity that will not result in direct or indirect changes in the environment.

Attachments
A. Resolution
B. Inclusionary Housing Plan

8.1 Packet Pg. 113
RESOLUTION NO. __________

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF EAST PALO ALTO

APPROVING AN INCLUSIONARY HOUSING ALTERNATIVE COMPLIANCE OPTION FOR A FOURTEEN-UNIT RESIDENTIAL DEVELOPMENT PROJECT AT 717 DONOHOE WHEREAS, on November 19, 2020, the City Council of the City of East Palo Alto (“City Council”) adopted Ordinance No. 425, adding Chapter 18.37 – Inclusionary Housing (“Ordinance”) to the City of East Palo Alto Municipal Code; and
WHEREAS, an application for a residential development consisting of fourteen ownership/forsale units on a vacant lot on 717 Donohoe with APN 063-374-350 (“Project”), was submitted on December 11, 2020; and
WHEREAS, the Project is subject to the Ordinance, since it is a new residential development project; and
WHEREAS, the Project’s inclusionary obligation is to provide two affordable units on-site, with one unit at an affordable sales price to a Median-Income Household and one unit at an affordable sales price to a Moderate-Income Household and an In-Lieu Fee Payment equal to 0.8 of a unit; WHEREAS, Section 18.37.080(D) of the East Palo Alto Municipal Code allows an applicant of a residential development to propose an Alternative Compliance Option to meet the inclusionary obligation and this Alternative Compliance Option must be approved by the City Council; and WHEREAS, in lieu of paying an In-Lieu Fee equal to 0.8 of a unit, the Developer proposes to provide an additional ownership/for-sale unit affordable on-site for a Moderate-Income Household, as defined in the Ordinance, as an Alternative Compliance Option for the Project; and WHEREAS, no Planning approvals or clearances may be issued for a residential project unless the inclusionary housing requirements are first met.

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO HEREBY:

1. Finds that the proposed Alternative Compliance Option for the Project to provide three affordable units on-site -- one for a Median-Income Household and two for Moderate-Income Households -- satisfies the requirements of Section 18.37.080(D) of the East Palo Alto Municipal Code; and

2. Directs the City Manager to execute all necessary documents, in a form approved by the City Attorney, associated with the inclusionary housing requirements of the Project.

PASSED AND ADOPTED this 15th day of November 2022, by the following vote:

AYES:

NOES:

ABSENT:

8.1.a
Packet Pg. 114 Attachment: Resolution (2475 : Inclusionary Housing Alternative Compliance Option for 717 Donohoe St. (APN 063-374-350)) ABSTAIN:

SIGNED:

Ruben Abrica, Mayor
ATTEST: APPROVED AS TO FORM:

James Colin, City Clerk Valerie J. Armento, Interim City Attorney

8.1.a
Packet Pg. 115 Attachment: Resolution (2475 : Inclusionary Housing Alternative Compliance Option for 717 Donohoe St. (APN 063-374-350)) City of East Palo Alto Inclusionary Housing Plan (Section 18.37.090) Residential Developments in East Palo Alto that create new or additional dwelling units (“Residential Developments”) are subject to the requirements of Chapter 18.37 of the East Palo Alto Municipal Code – Inclusionary Housing.

An application for First Approval of a Residential Development must include an Inclusionary Housing Plan. This will be processed concurrently with all other permits required for the Residential Development and must be approved prior to issuance of any permits.

Please fill out the application below and submit it together with the Unit Mix and Unit Mix Details to: Rachel Horst, Housing Project Manager at [email protected].

Application for Inclusionary Housing Plan
Developer Information
Company name
8M Property-4 LLC
Address
2051 Junction Ave. #237, San Jose, CA 95131
Phone
408-416-8739
Contact name
Tom He
Email/Phone
[email protected]
Project Information
Project Name:      717 Donohoe
Project Address:    717 Donohoe Street,East Palo Alto, CA 94303 Project APNs:      063-374-350
Planning file number if assigned:    ADR18-023
Number of residential buildings:     2
Total number of units:      14
For-sale housing project? Y x☐ N ☐
For rent housing project? Y ☐ N x☐
Is this project a mixed use (commercial/residential)? Y ☐ N x☐ Total square footage of non-residential space:   None
1 8.1.b
Packet Pg. 116 Attachment: Inclusionary Housing Plan (2475 : Inclusionary Housing Alternative Compliance Option for 717 Donohoe St. (APN 063-374-350)) Is this a rehab project? Y ☐ N x☐
If so, number of units to be added:

Will any residential units be demoed or converted? Y ☐ N x☐ Does developer intend to obtain a parcel, or tentative, and final map for the project? Y x☐ N ☐ Does developer intend to create condos, coops, or similar housing requiring CA BRE report approval? Y x☐ N ☐
Does Developer intend to request a Density Bonus (Section 18.37.060)? Y ☐ N x☐ Exemption (Section 18.37.040)
Does developer intend to seek an exemption for the project? Y ☐ N x☐ Additional documentation may be required.

1. Map Act Vesting: Project has subdivision map(s) which the Developer claims confer vesting rights under the Subdivision Map Act:

Tentative or parcel: Y ☐ N ☐
Approval date:

Final: Y ☐ N ☐
Approval date (if applicable):

Please indicate if any maps are phased or vesting.

2. Building permit issued Y ☐ N ☐
Issue date:

3. Previously executed Development Agreement: Y ☐ N ☐
Approval date:

Please attach an explanation to this application with supporting documentation, including any approved maps or permits needed to support your claim.

Compliance Methods (Section 18.37.050)
Check all that apply
In-Lieu Fee (for projects of 1-4 units) ☐
On-site (20% inclusionary units) x☐x 2units
In-Lieu Fee for fraction of unit (for projects of 5+ units) x☐ 0.8 unit Alternative Compliance Options (Section 18.37.080)
Developer must seek approval from City Council.

In-lieu fee (25% inclusionary units) ☐
Off-Site (25% inclusionary units) ☐
Other x☐ One additional moderate-income unit will be provided in-lieu of the .8 unit fee payment 2 8.1.b
Packet Pg. 117 Attachment: Inclusionary Housing Plan (2475 : Inclusionary Housing Alternative Compliance Option for 717 Donohoe St. (APN 063-374-350)) By signing below, Developer acknowledges that most claims of exemption can only be conditionally approved at the time the Inclusionary Housing Plan Application is approved. The Developer will be required to record an Inclusionary Housing Agreement agreeing to satisfy the Obligation if conditions of exemption are not met.

Developer Signature
Developer Name 8M Property-4 LLC       Date      10/12/2022 Planning acceptance of application ☐ Date
Housing acceptance of application ☐ Date
3 8.1.b
Packet Pg. 118 Attachment: Inclusionary Housing Plan (2475 : Inclusionary Housing Alternative Compliance Option for 717 Donohoe St. (APN 063-374-350)) Unit Mix Worksheet
Inclusionary
Unit Mix
Unit
Type Unit# AMI Bedrooms Sq. Ft. #Units
Total
Bedrooms
Total Sq.

Ft. Sales Price/Unit
A 1 80 3 1570 1 3 1570 80 AMI Price
A 3 120 3 1570 1 3 1570 120 AMI Price
A 13 120 3 1570 1 3 1570 120 AMI Price
Total 3 9 4710
Market-rate
Unit Mix
Unit
Type Bedrooms Sq. Ft. #Units
Total
Bedrooms
Total Sq.

Ft.

A
2, 4, 5, 6, 9,
10, 11, 12, 14 3 1570 9 27 14130 $1,000,000
B 7, 8 4 1793 2 8 3586 $1,200,000
Total 11 35 17716
Unit Mix Details
Please see Section 18.37.060.

1.) Please indicate in the project site plan the location and size of the inclusionary units.
a) As attached site plan, Unit#1,, #3 and #13 are inclusionary units. 2 inclusionary units is located in building#1 and 1 unit in building#2. They’re geographically far from each other and not concentrated at all. Their standard, size and floor plan are similar and comparable to most of the market-rate units. 12 of the total 14 units are the1570sf 3-bedroom type A units which the 3 inclusionary units belong to.

2.) Please describe construction appearance and quality of the inclusionary units. a) The 3 inclusionary units will be comparable in exterior appearance and overall quality of construction to the market-rate units.

3.) Please describe access to private open space and other amenities of the inclusionary units, including parking.
4 8.1.b
Packet Pg. 119 Attachment: Inclusionary Housing Plan (2475 : Inclusionary Housing Alternative Compliance Option for 717 Donohoe St. (APN 063-374-350)) a) The inclusionary units will have the same access to amenities as the market-rate units. This includes common areas, parking, and trash bins.

4.) Please outline a Fair Housing and Marketing plan, which must comply with all applicable Fair Housing laws and not discriminate in the sale or rental of inclusionary units on the basis of race, national origin, color, religion, gender, disability, familial status, age, income source, or marital status. This includes application of the City’s local preference policy.

Inclusionary Housing Fair Housing and Marketing Plan
Project Information:
717 Donohoe Street, East Palo Alto CA 94303
APN: 063-374-350
Census Tract : 6119.00
Applicant Information: 8M Property-4 LLC
Entity Responsible for Marketing: 8M Property-4 LLC
Identify Staff Member Responsible for Marketing: Tom He Target Date of Initial Occupancy for all units: 12/01/2023 Estimated Advertising Start Date for all units: 07/01/2024 Demographics of Target Area:

Tract Income Level Moderate
Underserved or Distressed Tract No
2020 FFIEC Estimated MSA/MD/non-MSA/MD Median Family Income $140,900 2020 Estimated Tract Median Family Income $85,132
2015 Tract Median Family Income $62,688
Tract Median Family Income % 60.42
Tract Population 10170
Tract Minority % 88.48
Tract Minority Population 8998
Owner-Occupied Units 1188
1- to 4- Family Units 2168
5 8.1.b
Packet Pg. 120 Attachment: Inclusionary Housing Plan (2475 : Inclusionary Housing Alternative Compliance Option for 717 Donohoe St. (APN 063-374-350)) Number of Families 1789
Number of Households 2486
Non-Hispanic White Population 1172
American Indian Population 0
Asian/Hawaiian/Pacific Islander Population 787
Black Population 1127
Hispanic Population 6738
Other/Two or More Races Population 346
Acknowledgment of Local Preference:

The Applicant acknowledges the City of East Palo Alto Local Preference Policy and commits to comply with it.

Description of Outreach and Marketing Activities to Community:

In addition to billboards and signs on site, Applicant will also announce and advertise public hearing and all the units for sale in the local East Palo ALto Today publications in both English and Spanish language.

Acknowledgment of Need to Partner with Housing Department and City Third-Party Administrator
Applicant acknowledges that it is responsible for the marketing of all units and must follow fair marketing practices between the market rate units and the Inclusionary Units.

The Applicant may market and sell the inclusionary units in partnership with a third-party administrator to implement and oversee this part of the Inclusionary program. If the City makes available a program/process that the Applicant can participate in, this will be reflected in the Inclusionary Housing Agreement and codified before Building Permits may be issued. Ultimately, the Applicant is still responsible for the fair marketing of units and through this acknowledgement understands that this is a requirement of the City’s Inclusionary Housing Program.

The Applicant will comply with Fair Housing laws and not discriminate in the sale of inclusionary units on the basis of race, national origin, color, religion, gender, disability, familial status, age, income source, or marital status
6 8.1.b
Packet Pg. 121 Attachment: Inclusionary Housing Plan (2475 : Inclusionary Housing Alternative Compliance Option for 717 Donohoe St. (APN 063-374-350)) 717 SITE PLAN A-1.0 20370 TOWN CENTER LN SUITE 139 CUPERTINO, CA 95014 408.865.0577 717 DONOHOE ST EAST PALO ALTO,CA 94303 14-UNIT CONDOMINIUM8.1.b Packet Pg. 122
Attachment: Inclusionary Housing Plan (2475 : Inclusionary Housing Alternative Compliance Option for 717 Donohoe St. (APN 063-374-350))

EAST PALO ALTO

CITY COUNCIL

STAFF REPORT
DATE: November 15, 2022
TO: Honorable Mayor and Members of the City Council
VIA: Patrick Heisinger, Interim City Manager
BY: Hansom Hom, Deputy Manager, Special Projects
Patrick Heisinger, Interim City Manager
Karen Camacho, Housing Project Manager
SUBJECT: Measure HH Pilot Workforce Development Program Approval of Agreements Recommendation
Adopt a resolution to:

1. Authorize the City Manager to enter into agreements with JobTrain for an amount not to exceed $238,485 ($102,682 for STEM Program and $135,803 for Building Trades Program) and StreetCode Academy for an amount not to exceed $236,700 for job training, job placement services, and support resources for East Palo Alto residents, in a form approved by the City Attorney; and

2. Authorize the City Manager to enter into an agreement with Live In Peace for an amount not to exceed $300,030 for job training, job placement services, and support resources for East Palo Alto residents, in a form approved by the City Attorney; and

3. Appropriate an amount not exceeding $775,215 from the Measure HH Fund to fund the Measure HH Pilot Workforce Development Program.

Alignment with City Council Strategic Plan
This recommendation is primarily aligned with:

Priority No.2: Enhance Economic Vitality
Priority No 3: Increase Organizational Effectiveness and Efficiency Background
Measure HH
On November 6, 2018, the residents of East Palo Alto voted in favor (79.58%) of enacting a parcel tax, titled Measure HH, on commercial office space of 25,000 square feet or more at the

9.1 Packet Pg. 123
rate of $2.50 per square foot. Measure HH was estimated to raise $1,675,000 annually.

Ordinance No. 417-A (“Ordinance”), which governs the parcel tax, restricts its use to the following purposes:
o Creating and maintaining affordable and supportive housing programs, with an emphasis on creating net new housing;
o Creating and maintaining programs that facilitate access to job opportunities for East Palo Alto residents in the science, technology, engineering, and mathematics (STEM) sectors and building trades, and strengthen the City’s First Source Hiring (FSH) Program; and
o Paying for City staff and overhead costs to administer the ordinance and provide an annual report that complies with the requirements of Government Code section 50075.3.

Revenue generated from HH must be used in the following manner:
o A minimum of 35% of the revenue must be used exclusively for constructing new, affordable housing stock;
o A maximum of 15% of the revenue may be used for City staff and overhead costs to administer the Ordinance and to provide an annual report; and, o Remaining proceeds may be used for any of the other purposes specific in the Ordinance at the discretion of the City Council.

Brightline Defense Study
After Measure HH was passed by voters, City staff started to develop job training programs.

The City sought a consultant experienced in workforce development programs to identify strategies which would maximize the impact of Measure HH funding. On October 6, 2020, the City Council approved a $125,000 agreement with Brightline Defense Project (“Brightline”) to analyze and provide recommendations for implementing a Measure HH Workforce Development Program.

Brightline conducted considerable public outreach and discussions with the community and employers on the appropriate allocation of Measure HH funds to provide “upward mobility” for East Palo Alto residents through access to training for sustainable jobs in reliable employment fields. On July 20, 2021, City Council held a study session to receive a draft report from Brightline on the Measure HH program. The consensus was that efforts to date were appropriately targeted, and additional analysis should continue with an emphasis on preapprenticeship programs in the building trades and pilot programs focused on alternative career paths in the STEM fields.

On November 1, 2021, upon further analysis, the City Council held a subsequent study session to receive the final report from Brightline for the Measure HH Program regarding the most effective and practical job training initiatives for the targeted STEM and building trades fields. Their report is included with the November 1st staff report, with conclusions and recommendations summarized in Attachment C.

Request for Proposals
At the November 1, 2021, study session, the City Council considered staff’s recommendation

9.1 Packet Pg. 124
for structuring and issuing a Request for Proposals (RFP) for the Measure HH program, and Councilmembers provided feedback to staff. A subsequent City Council meeting was held on December 21, 2021, where the City Council authorized issuing an RFP to attract qualified organizations to provide Measure HH job training services for East Palo Alto residents. The primary comments received from the City Council and community are listed below (refer to December 21st staff report for a further discussion).
o Require training programs that offer a living wage, as defined by the City. Staff has incorporated living wage requirements into the draft RFP. For the purposes of the City’s first Measure HH RFP, the City established the Living Wage for a single individual with no children in San Mateo County at a minimum of $28 per hour, or $58,240 annually.
o Make STEM focus as broad and deep as possible, beyond engineering and developer positions. Identify positions and salary expectations in all STEM fields.

Consider Life Sciences and Biotech positions.
o Encourage proposals for training programs that emphasize inclusivity and flexibility, e.g., programs designed for working adults transitioning into STEM or building trades.
o Look into CodePath and determine if it (or a similar program) would be a good fit for Measure HH.
o Integrate vocational English language learning programs to provide opportunities for English to Speaker of Other Languages (ESOL) learners to pursue Measure HH-related training opportunities.
o Organizations proposing a Building Trades program have at least 10 years of job training and job placement experience, and organizations proposing a STEM program have at least 5 years of such experience.

On January 7, 2022, staff issued an RFP that incorporated the extensive input from the City Council and community. The deadline for submitting proposals was April 29, 2022 (extended once). Proponents were requested to submit proposals for job training programs focused on one or both categories: 1) STEM: education and training programs to provide career pathways to living-wage jobs in the STEM sectors; and/or 2) Building Trades: pre-apprenticeship programs to provide an entry point to living-wage jobs in the construction sector.

As described in the RFP, qualified organizations were sought that could demonstrate the following strengths and capabilities:
o STEM and Building Trades. Organization has success in implementing regional education and training programs in these job sectors, knowledge of existing employment trends, and offers innovative and ambitious approaches to develop applied skills pathways and increase employment opportunities. o Living Wage. Organization targets training programs that will provide sustainable jobs with a living wage, which is a wage sufficient to cover basic needs (e.g., food, shelter, transportation, childcare, and healthcare. o Leverage Outside Resources. Organization is able to partner with other organizations and leverage outside funding with other training programs. o Strategically Inclusive Programs. Organization includes measures to reduce known barriers to program participation, such as current working hours, childcare, transportation, food, support classes, and delivery of program to nonEnglish speaking residents.

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During the over 90-day RFP period, staff conducted extensive outreach to experienced regional and local workforce development organizations that provide job training, job placement, and support services in the STEM and Building Trades sectors. Brightline created an outreach list consisting of 248 workforce development organizations and local leaders such as technology and coding workforce development organizations like StreetCode and CodePath, career training providers like JobTrain and NOVA, small businesses training providers like Renaissance Entrepreneurship Center, disability service providers like Ability United and Let Them Hear, economic development organizations like Working Partnerships, and various labor groups. Three pre-bidder conferences were held during the RFP period and staff issued several addendums to clarify program objectives and expectations and to answer questions raised by potential proponents.

Analysis
Proposed Pilot Period
The RFP represents the launch of the Measure HH Pilot Workforce Development Program.

Staff recommends allocating $775,215 in Measure HH funds for an up to 18-month pilot period. This pilot approach will allow the opportunity to evaluate, learn, and refine the program requirements and metrics before awarding future Measure HH funds. It also aligns with the Brightline recommendations which suggest: 1) leveraging the expertise of well-established third-party organizations; 2) engaging in modest ventures at the outset, particularly initiatives and pilot programs aimed at STEM career path; and 3) exercising broad discretion in funding modest programs within the boundaries of Measure HH. Staff believes that exercising flexibility in selecting the programs and defining initial performance expectations during the pilot period offers a deliberative approach for implementing the program. At the conclusion of the pilot period, the City will be in a better position to evaluate the effectiveness of the program and reassess the goals, priorities, deliverables, and performance metrics for the next RFP.

Accountability will be important during the pilot period to achieve the learning objectives. It will be incumbent on organizations receiving Measure HH funds to maintain accurate records of their accomplishments and to monitor and report on the success rate of program enrollees in securing jobs that pay a living wage after completing their training or apprenticeship program.

For these reasons, staff will require quarterly reports on the progress of enrollees and a final performance report and evaluation at the end of the agreement period. Agreements will also require organizations to maintain contact with program enrollees for 36 months after completing their training course to follow their progress. Table A lists the recommended agreement terms, including reporting requirements and performance goals and metrics. The quarterly reports will be used as a tool for monitoring the progress of participants and evaluating the success of the programs.

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Table A
Proposed Agreement Terms
Respondents to RFP
The City received four proposals in response to the RFP: two proposals in the STEM category and two proposals in the Building Trades category. The proposals address different career paths and, collectively, offer multiple training options for at least 80 East Palo Alto residents.

JobTrain submitted two proposals: a STEM training program for foundational and advance IT career development and Building Trades programs for training and pre-apprenticeships in building maintenance or carpentry. StreetCode Academy submitted STEM training programs for two coding course that will lead to 12-to 18-month apprenticeships. Live In Peace is offering several Building Trades programs that provide training and job placement to gain electrical and mechanical skills. In all cases, the programs are already established; the Measure HH funds would allow the organizations to expand their existing programs and accommodate more East Palo Alto residents.

While the number of proposals received were limited, the ones received were submitted by experienced community-based non-profit organizations. All three respondents have deep roots and a strong commitment to East Palo Alto and have demonstrated much success and

9.1 Packet Pg. 127
community acceptance of their current programs. They are enthusiastic to partner with the City to launch the Pilot Measure HH Workforce Development Program.

After submittal of their initial proposals, staff engaged with the respondents in the following months to clarify aspects of their proposed programs and/or to modify their proposal to better align their programs with: 1) the recommendations in the Brightline report; 2) the Council’s direction provided at prior meetings; and 3) the desired qualifications outlined in the RFP. The three organizations were receptive to comments and suggestions. They worked with staff to amend their proposals to strengthen and ensure conformance with the program objectives and criteria for the use of Measure HH funds. They have also accepted the agreement terms in Table A, including monitoring program participants for 36 months after completion of training.

The four proposals meet a primary Measure HH goal to create and maintain programs that facilitate access to job opportunities for East Palo Alto residents in the STEM or Building Trades fields. Additionally, the organizations demonstrated their ability to satisfy two key objectives in the RFP: 1) leveraging outside resources with established partnerships and networks with other organizations and/or leveraging outside funding with other training programs; and 2) incorporating inclusive measures to reduce barriers to program participation, such as current working hours, childcare, transportation, food, support classes, and delivery of program to non-English speaking residents.

An item of discussion with the organizations pertained to the living wage. While all proposals are focusing on training or apprenticeship programs for jobs that can attain a living wage, the organizations have indicated that achieving a living wage at the start of employment will be challenging. However, they will strive to have program enrollees reach or exceed the living wage within 36 months of completing their training course.

Another item of discussion was the goal for an 85% course completion rate. While this performance metric would be uniformly applied to all programs, participant cohorts differ among programs. Some programs will have a greater challenge to reach this goal based on past results. Staff views this goal as aspirational, but it would affect payments since disbursement of funds would be linked to each participant enrolling in and completing a training course. Any unexpended funds, however, can be used for another enrollee; therefore, access to the total approved Measure HH allocation would still be available. The additional goal to have 75% of enrollees placed in a job within three months of completing their training program is acceptable to the organizations.

Table B summarizes the key elements of the four Measure HH proposals. A description follows for each proposal. Additionally, refer to Attachments D, E, F, and G for the RFP submittals (amended November 2022).

9.1 Packet Pg. 128

TABLE B
Measure HH Proposals
JobTrain
JobTrain is accredited by the Western Association of Schools and Colleges and approved by the Bureau of Private Post-Secondary Education. They “create opportunities for low-income youths and adults in East Palo Alto and throughout Silicon Valley to develop personal and career goals, and to achieve their aspirations by acquiring relevant skills and positive attitudes about themselves and their unique human potential.” JobTrain has been embedded in the East Palo Alto community for over 57 years. They have served nearly 200,000 low-income individuals throughout San Mateo and Santa Clara Counties. They offer seven full-time accredited career training programs, which prepare students for careers in high-demand industries including the Building Trades, Healthcare, Culinary Arts, and Technology Fields.

JobTrain submitted proposals for both the STEM and Building Trades categories that totals $238,485 in Measure HH funds:

9.1 Packet Pg. 129
STEM Programs (20 East Palo Alto residents):
o IT Service & Support Career Training Program: Foundational accredited course for careers in the technology field prepares graduates for entry level desktop support, help desk, and technical customer service roles. This certificate program introduces students to troubleshooting and customer service, networking, operating systems, system administration, automation, and security - all the fundamentals of IT support. (11-week course)
o Advanced IT Network Plus Career Training Program: Advanced IT Class course that prepares students for the industry recognized CompTIA Network Plus Certification Examination. (6-week course)
Building Trades Programs (20 East Palo Alto residents):
o Building Maintenance Program: Overview of basic skills for maintaining and managing the interior/exterior of housing communities in a first-rate condition.

Students are shown how to perform repairs and upgrades on painting, drywall installation, plumbing, electrical and finished work. (12-week course) o Project Build: Carpentry Pre-Apprenticeship Program: Introduction to construction and environmental training. Students are trained in basic general construction skills and gain a strong foundation in construction, green building, and forklift instruction. (11-week course)
While it varies by program, participants are generally required to have basic math and English skills and, for the STEM program, a high school diploma and basic computer literacy.

Participants will work with a Career Development Specialist and/or an IT Alumni Career Coach to create a job search and employment strategy and will benefit from the partnerships and connections that JobTrain has developed with multiple Bay Area employers. Support resources include access to a Skills Upgrade and Intensive Support Services Office and a Child Development Center. In addition to JobTrain’s own programs, participants will be able to benefit from the considerable leverage JobTrain has developed with outside resources.

English to Speakers of Other Languages (ESOL) classes are also available to participants if needed.

Outreach to East Palo Alto residents will be coordinated by JobTrain’s Outreach & Recruitment Manager. This outreach will include the active involvement of a Community Task Force and the East Palo Alto Street Outreach Team. All outreach material will be available in at least English and Spanish.

StreetCode Academy
StreetCode Academy (SCA) has offered free STEM classes to East Palo Alto residents since 2016. To date, they have enrolled 9,000 students in classes, and have successfully placed students in paid internships or apprenticeships. Through their partnerships with employers, they have continued to place students onto career-track positions. One-on-one mentors are provided to offer personal support to ensure that students are moving forward on their career plan.

9.1 Packet Pg. 130
SCA is requesting $236,700 in Measure HH funds to offer two training/apprenticeship programs for at least 20 East Palo Alto students:
o Creating Coding Careers leads candidates through a three-month preapprenticeship learning phase. Candidates then embark on a 12-month apprenticeship program working remotely for a premier software company. SCA will mentor and assist students to search for a permanent job. o Cañada College offers a Unity Developer Program that requires students to take a free (virtual) pre-apprenticeship summer course to qualify for their new 18-monthlong apprenticeship program in Unity Video Game Programming. SCA will mentor and assist students to search for a permanent job.

Basic requirement for enrollment in either program is a high school diploma. The two courses are free or a nominal cost for SCA. The Measure HH funds are proposed to cover 50% of the total program cost for each enrollee. Funds would primarily be used for support resources during an approximately two-year program period when enrollees are engaged in job training, apprenticeships, and job placement. Funds would cover the enrollee’s mentor, attendance at SCA life skills classes and workshops, and resources for childcare, food, transportation, technology devices, and internet access.

Outreach to East Palo Alto residents will include information mailers, social media, quarterly events, and posted signage. Limited English-speaking participants will be referred to language skills courses and tools.

Live In Peace
Live In Peace is a non-profit organization located in East Palo Alto. They offer multiple programs that provide young adults with academic skills, personal and professional development, artistic and cultural education, and access to a range of resources to help them overcome obstacles and achieve their life visions. Live In Peace’s programs target high school students or recent graduates. They are requesting Measure HH funds to expand their GAP Trades Program to serve East Palo Alto students. This program allows young adults to access and fill the ever-changing need for skilled trade workers. The objective is to create entryways, education, and apprenticeships in the fields of mechanical and electrical construction through partnerships with the broader community. They have partnered with several companies to operate their programs.

Measure HH funding for $300,030 would allow at least 20 high school students in East Palo Alto to enroll in one of the following GAP Trades Program training courses:
o Western Allied Mechanical is a 6-week program that introduces students to union job opportunities in mechanical construction (HVAV and plumbing). Led by construction professionals, students learn the basics of sheet metal, piping, and plumbing construction.
o Eden Area Regional Occupation Program (ROP) provides hands-on, industry specific skills that prepare students to enter the electrical field. Upon completion of the program, they attain their supervised hours to become a licensed electrician and have been able to obtain paid apprenticeships to accrue their hours. o Year Up provides students seeking a less traditional college/career path with an 11- month training and development program. The program leads to full-time job

9.1 Packet Pg. 131
opportunities in IT support, computer network support, and data analytics. o Junior College Tracks is a 2 to 5-year program (depending on field) that steers students to trade unions while allowing them to complete an AA degree in their respective fields. A variety of support is provided to ensure that students are successful in their chosen trade.

Participation in the programs generally only require a high school diploma. In addition to covering the cost of the above programs, Live In Peace provides customized support services to meet the living needs of participants, including mentoring, skills training, computer equipment, transportation, and childcare. The level of assistance will vary based on the assessment of each student’s circumstances and typically extends well beyond the training program. For their proposal, they have defined three barrier levels for assistance: Level 1 - minimal (tutors, supplies), Level 2 - average/medium (Level 1 plus scholarships, stipends), and Level 3 - maximum (Levels 1 & 2 plus childcare, transportation).

Participants enter the program through referrals from partner organizations, through their High School SWAG Program, and through a proactive application intake/interview process.

Recommendation
Staff recommends appropriating up to $775,215 from the Measure HH Fund to fund a Measure HH Pilot Workforce Development Program and authorizing the City Manager to execute agreements with JobTrain, StreetCode Academy, and Live In Peace to provide job training, job placement services, and support resources for STEM and Building Trades workforce development for at least 80 East Palo Alto residents. The up to 18-month pilot period will allow for an evaluation of the program before allocating future funds for workforce development.

Environmental
The action being considered does not constitute a “Project” within the meaning of the California Environmental Quality Act (CEQA), pursuant to CEQA Guideline section 15378 (b)(3), and (b)(4).

Fiscal Impact
The current balance in the Measure HH Fund is approximately $4.7 million. Sufficient funds are available to fund the Pilot Workforce Development Program. It should be noted, however, that the fund is not intended to be used exclusively for creating job opportunities. A minimum of 35% of the fund must be reserved to support the production of affordable housing which would benefit from a build-up of the fund balance. Additionally, fluctuating financial and market conditions and will also affect the annual revenue generated. From an optimistic perspective, the fund has the potential of grow when future office development is constructed in the Ravenswood Business District.

Public Notice
The public was provided notice of this agenda item by posting the City Council agenda on the City’s official bulletin board outside City Hall and making the agenda and report available at the City’s website and at the San Mateo County Library located at 2415 University Avenue, East Palo Alto.

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Next Steps
If the Council authorizes the approval of the agreements and the appropriation of funds for the Measure HH Pilot Workforce Development Program, staff will work with the three organizations and the City Attorney’s Office to prepare and execute the agreements by January 2023. Funds would be distributed on a quarterly basis upon submittal of invoices with performance reports.

Disbursement of funds would be by participant: 50 percent when a participant enrolls in a training course, and the remaining 50 percent at completion of the course. It is expected that the first Measure HH payments could occur within three months of executing an agreement.

Attachments
A. Resolution (JobTrain and StreetCode Academy)
B. Resolution (Live In Peace)
C. Brightline Summary (November 21, 2021)
D. JobTrain (STEM) Proposal
E. JobTrain (Building Trades) Proposal
F. StreetCode Academy (STEM) Proposal
G. Live In Peace (STEM/Building Trades) Proposal

9.1 Packet Pg. 133
RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO

APPROPRIATING MEASURE HH FUNDS FOR A PILOT WORKFORCE

DEVELOPMENT PROGRAM AND AUTHORIZING THE CITY MANAGER TO ENTER

INTO AGREEMENTS WITH JOBTRAIN AND STREETCODE ACADEMY FOR JOB

TRAINING, JOB PLACEMENT, AND SUPPORT RESOURCES FOR AN AMOUNT NOT TO EXCEED $475,185
WHEREAS, on November 6, 2018, the residents of East Palo Alto voted in favor of enacting a parcel tax, titled Measure HH, on commercial office space of 25,000 square feet or more at the rate of $2.50 per square foot; and WHEREAS Measure HH funds can be appropriated for creating and maintaining programs that facilitate access to job opportunities for East Palo Alto residents in the science, technology, engineering, and mathematics (“STEM”) sectors and building trades and strengthen the City’s First Source Hiring Program; and WHEREAS, on October 6, 2020, the City Council approved a $125,000 agreement with Brightline Defense Project (“Brightline”) to analyze and provide recommendations for implementing a Measure HH Workforce Development Program; and
WHEREAS, on July 21, 2021, and November 1, 2021, City Council held study sessions to consider the conclusions and recommendations from the Brightline report for guiding the allocation and use of Measure HH funds; and WHEREAS, on December 21, 2021, the City Council provided direction and authorized the City Manager to release a Request for Proposals (“RFP”) to provide job training, job placement services, and support resources for workforce development in the STEM sectors and building trades for East Palo Alto residents; and WHEREAS, on January 7, 2022, an RFP was widely distributed to experienced organizations that could provide workforce development and support resources in the STEM sectors and building trades, and several meetings were held to further publicize and respond to questions about the RFP; and
WHEREAS, in April 2022, JobTrain submitted proposals for both STEM and building trades workforce development and StreetCode Academy submitted a proposal for STEM workforce development, and in November 2022 both organizations submitted revised proposals in response to comments and suggestions from City staff; and

9.1.a
Packet Pg. 134 Attachment: Resolution (JobTrain and StreetCode Academy) (2477 : Measure HH Pilot Workforce Development Program Approval of WHEREAS, on November 15, 2022, the City Council finds that the JobTrain and StreetCode Academy proposals comply with the authorized use of Measure HH funds for creating STEM and building trades job opportunities for East Palo Alto residents;

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO HEREBY:

1. Appropriates an amount not to exceed $775,215 from the Measure HH Fund to fund a Measure HH Pilot Workforce Development Program; and

2. Authorizes the City Manager to enter into agreements with JobTrain for an amount not to exceed $238,485 ($102,682 for a STEM Program and $135,803 for a Building Trades Program) and StreetCode Academy for an amount not to exceed $236,700 for job training, job placement services, and support resources for East Palo Alto residents from the Measure HH Pilot Workforce Development Program, in a form approved by the City Attorney.

PASSED AND ADOPTED this 15th day of November 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

SIGNED:

Ruben Abrica, Mayor
ATTEST: APPROVED AS TO FORM:

James Colin, City Clerk Valerie J. Armento, Interim City Attorney

9.1.a
Packet Pg. 135 Attachment: Resolution (JobTrain and StreetCode Academy) (2477 : Measure HH Pilot Workforce Development Program Approval of RESOLUTION NO.

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO

AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AGREEMENT WITH LIVE

IN PEACE FOR JOB TRAINING, JOB PLACEMENT, AND SUPPORT RESOURCES FOR AN AMOUNT NOT TO EXCEED $300,030
WHEREAS, on November 6, 2018, the residents of East Palo Alto voted in favor of enacting a parcel tax, titled Measure HH, on commercial office space of 25,000 square feet or more at the rate of $2.50 per square foot; and WHEREAS Measure HH funds may be appropriated for creating and maintaining programs that facilitate access to job opportunities for East Palo Alto residents in the science, technology, engineering, and mathematics (“STEM”) sectors and building trades and strengthen the City’s First Source Hiring Program; and WHEREAS, on October 6, 2020, the City Council approved a $125,000 agreement with Brightline Defense Project (“Brightline”) to analyze and provide recommendations for implementing a Measure HH Workforce Development Program; and
WHEREAS, on July 21, 2021, and November 1, 2021, City Council held study sessions to consider the conclusions and recommendations from the Brightline report for guiding the allocation and use of Measure HH funds; and WHEREAS, on December 21, 2021, the City Council provided direction and authorized the City Manager to release a Request for Proposals (“RFP”) to provide job training, job placement services, and support resources for workforce development in the STEM sectors and building trades for East Palo Alto residents; and WHEREAS, on January 7, 2022, an RFP was widely distributed to experienced organizations that could provide workforce development and support resources in the STEM sectors and building trades, and several meetings were held to further publicize and respond to questions about the RFP; and
WHEREAS, in April 2022, Live in Peace submitted a proposal for both STEM and building trades workforce development, and in November 2022 submitted a revised proposal in response to comments and suggestions from City staff; and WHEREAS, on November 15, 2022, the City Council finds that the Live In Peace proposal complies with the authorized use of Measure HH funds for creating STEM and building trades job opportunities for East Palo Alto residents;

9.1.b
Packet Pg. 136 Attachment: Resolution (Live In Peace) (2477 : Measure HH Pilot Workforce Development Program Approval of Agreements)

NOW, THEREFORE, BE IT RESOLVED THAT THE CITY COUNCIL OF THE CITY OF EAST PALO ALTO HEREBY authorizes the City Manager to enter into an agreement with Live In Peace for an amount not to exceed $300,030 for job training, job placement services, and support resources for East Palo Alto residents from the Measure HH Pilot Workforce Development Program, in a form approved by the City Attorney.

PASSED AND ADOPTED this 15th day of November 2022, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

SIGNED:

Ruben Abrica, Mayor
ATTEST: APPROVED AS TO FORM:

James Colin, City Clerk Valerie J. Armento, Interim City Attorney

9.1.b
Packet Pg. 137 Attachment: Resolution (Live In Peace) (2477 : Measure HH Pilot Workforce Development Program Approval of Agreements) Attachment 3
Summary of Brightline Defense Conclusions and Recommendations (from November 1, 2021 Report)

1. “Upward mobility” refers to economic advancement, with an individual or family’s improved social status chiefly reflected in an increase in income and wealth. The Measure HH Program should ensure that residents are equipped to follow career paths necessary to keep up with the Bay Area’s high cost of living.

2. Measure HH revenue, while significant, is not sufficient to mimic other Bay Area workforce development programs. Instead, take a more distributed approach to funding. Select small initiatives to support which: a) have a clear path to placing local residents in sustainable career pathways; and b) are scalable to produce more job training and placement results for the community.

3. The City’s Measure HH investments should target assisting specific individuals in achieving higher wage jobs. Compensation should be based on the number of East Palo Alto residents that an organization supports through commitment to and completion of a specific workforce training program.

4. The City should consider funding related activities to eliminate barriers to participating in a job training program, such as childcare, transportation, or wages. Require that proposers incorporate barrier reducing services in their calculation of per participant cost: childcare, transportation, hourly stipend, etc.

5. Leverage the expertise of well-established third-party organizations, such as community-based organizations (CBOs), training programs, non-profits, or forprofit companies. CBOs that are not based in East Palo Alto may consider partnering with organizations that are located in and serve the community.

6. Pre-apprenticeship programs for building trades are the best first initiative.

Several partner programs with long-standing infrastructure already exist with a history of success. Early conversations with them have suggested paths for establishing an East Palo Alto employment pool that can enter existing programs.

7. STEM jobs are highly sought after, competitive, and present multiple barriers to entry. Educational requirements remain the toughest barrier to entry, and even when hired, minority employees face retention rates much lower than the industry average. Tactical investments with Measure HH can help guide skilled residents to this sector.

8. Measure HH-funded initiatives aimed at STEM career paths should be modest ventures at the outset. Because tech companies are reticent to look at alternative candidates, successful case studies should be presented to these companies

9.1.c
Packet Pg. 138 Attachment: Brightline Summary (November 21, 2021) (2477 : Measure HH Pilot Workforce Development Program Approval of Agreements) that they can believe and invest in. Be deliberate and patient and allow these programs to take root and grow over time.

9. The Bay Area has a large number of middle-income jobs in the life sciences industry, such as lab technician positions at anchor institutions like Stanford University. Coupled with the potential new R&D/lab jobs in the Ravenswood Business District, there is an opportunity to train residents to fill both existing and future positions.

10.In line with Measure HH, exercise broad discretion in funding potential programs to serve a wide variety of options. While there are specific higher priority initiatives that offer the most logical path to jobs with a middle-income or higher, be open to other options which may provide equally valuable job opportunities.

11.The Measure HH programs and the First Source Hiring policy will be best served by being connected in some way. This may include job set asides for graduates of HH programs and priority recruitment.

9.1.c
Packet Pg. 139 Attachment: Brightline Summary (November 21, 2021) (2477 : Measure HH Pilot Workforce Development Program Approval of Agreements) Attachment
4 JobTrain (STEM) Proposal

9.1.d
Packet Pg. 140 Attachment: JobTrain (STEM) Proposal (2477 : Measure HH Pilot Workforce Development Program Approval of Agreements) November 4, 2022
Mr. Hanson Hom, Interim Community & Economic Development Director City of East Palo Alto
1960 Tate Street
East Palo Alto, CA 94303
Subject:

Revised Measure HH Job Training Programs Grant Proposal: STEM Fields Dear Mr. Hom,
On behalf of JobTrain’s Board, staff, and clients, I would like to thank the City of East Palo Alto for allowing JobTrain the opportunity to submit this revised funding request, in response to the City’s Measure HH Job Training Programs RFP.

JobTrain is respectfully requesting a grant of $102,687 for FY2023, which if awarded, will be used to support the Career Training and Job Placement of 20 East Palo Alto residents through JobTrain’s STEM Fields Information Technology Career Training Programs, IT Service & Support and Advanced IT Network Plus.

These fully accredited Career Training Programs combine vocational training, academics, essential skills development, career guidance, job readiness and placement, and intensive wraparound services that will empower the East Palo Alto residents that we serve, to reimagine their future and create their own unique, and often alternative pathway to success and full economic mobility.

Attached to this Cover Letter are the Following Documents:

1. JobTrain’s STEM Fields Grant Proposal Narrative.

2. Resumes for the Key JobTrain Personnel assigned to this project.

3. Three Letters of Reference from JobTrain IT Employer Partners.

4. Cost Structure for JobTrain’s STEM Fields Technology Programs.

JobTrain has reviewed all attachments included with the Measure HH RFP, including all aspects of the City’s Contractor and Professional Services Agreement (Attachment 5), including the City of East Palo Alto’s insurance requirements. JobTrain understands and agrees with these documents and has no questions or concerns relating to them.

Once again, thank you for allowing JobTrain the opportunity to respond to the Measure HH RFP, and for your kind consideration of this funding request. If you have any questions relating to JobTrain’s STEM Fields Information Technology Programs, or require any additional information, please don’t hesitate to contact me.

Sincerely,
Barrie R. Hathaway
President & CEO
Board of Directors
Chair:

Ellen Eder
Anjali Anagol-Subbarao
Brian Beattie
Karen Bradford
Juanita Croft
Dan Finnigan
Bruce Harrison
Alex Holt
H. Jaclyn Ishimaru-Gachina
Mayuresh Kulkarni
Lisa Lee
Richard Leong
Kim Lopez
Frank Quintanar
Sherri Sager
Misti Sangani
Cecilia Taylor
Isaiah Vi
Orlando White
Strategic Advisory Committee
Chairman
Paul Chamberlain
Former Managing Director
Morgan Stanley
Sukhinder Singh Cassidy
Founder & Chairman, the Boardlist
Dick Gould, Former Director of
Tennis Stanford University
Wade Loo, Retired Partner
KPMG
Ronnie Lott
NFL Hall of Fame
John Lovewell, President
The Lovewell Company
Hon. Becky Morgan, President
Morgan Family Foundation
Dean Morton, Former COO
Hewlett-Packard
Russell Pyne, Managing Director
Atrium Capital
John Sobrato, Chairman
Sobrato Companies
Tara VanDerveer, Stanford
Women’s Head Basketball Coach
President & CEO
Barrie R. Hathaway
1200 O’Brien Drive, Menlo Park, CA 94025
T/ (650) 330-6429 F/ (650) 330-6401 jobtrainworks.org

9.1.d
Packet Pg. 141 Attachment: JobTrain (STEM) Proposal (2477 : Measure HH Pilot Workforce Development Program Approval of Agreements)