Agenda packet — Palo Alto City Council, December 11, 2023 (part 2 of 2)

Item 8
Attachment B - MidPen
Housing Response

Item 8: Staff Report
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PALO ALTO HOUSING SITE 41 UNITS

PROJECT SUMMARY

SITE, BUILDING AND UNIT DETAILS
LAND

SOURCES CASH FLOW
Yr 5CONSTRUCTION SOURCES total per unit
649,344
82,563
14,634
100,000
846,542
Yr 1 Yr 10 Yr 15 Yr 30
Acreage
Density

0.50 acres
82 units/acre
4 Construction Loan
Tax Credit Investor Proceeds
AHP
$
$
$
$
26,623,124
3,385,078
600,000
4,100,000
34,708,202
$
$
$
$
$
2023 2027 2032 2037 2052
Effective Gross Income
Operating Expenses
Services Expenses
Reserves
Net Operating Income
Debt Service
$
$
$
$
$
$
834,959
(369,000)
(61,500)
(20,500)
383,959
(333,877)
$
$
$
$
$
$
921,638
(423,436)
(70,573)
(20,500)
407,130
(333,877)
$
$
$
$
$
$
1,042,749
(502,909)
(83,818)
(20,500)
435,522
(333,877)
$
$
$
$
$
$
1,179,775
(597,298)
(99,550)
(20,500)
462,427
(333,877)
$
$
$
$
$
$
1,708,666
(1,000,683)
(166,780)
(20,500)
520,702
# of Stories
City of Palo Alto
BUILDING total $
Residential (Leasable)
Circulation & Common
Garage
33,825 sf
10,965 sf
6,300 sf
PERMANENT SOURCES total per unit (309,889)
Amortizing Perm Loan, Tranche A
Tax Credit Investor Proceeds
$
$
$
$
$
$
3,830,093
22,567,285
600,000
4,100,000
5,711,379
36,808,757
$
$
$
$
$
$
93,417
550,422
14,634
100,000
139,302
897,775
Net Cash Flow
DCR
$ 50,082

1.15 $ 73,252

1.22 $ 101,645

1.30 $ 128,550

1.39 $ 210,813

1.68 AHP
City of Palo Alto
HCD

OPERATING & SERVICES EXPENSEPARKING
# of residential spaces
residential parking ratio
21 0.51 total Operating Expenses
Annual Escalation
$9,000 per unit

3.5%
UNIT MIX USES Resident Services Fee $1,500 per unit
Replacement Reserves
$500 per unit
Unit Type # Units Average Rent ACQUISITION
Acquisition
Hard Cost
total per unit
Studios/SRO
1-Bedroom
2-Bedroom
0 10
20 $
$
140,001
26,432,334
$
$
$
$
$
$
$
$
$
$
3,415
644,691
46,207
69,602
2,641
4,512
9,279
63,768
53,659
897,775
$1,531
$1,828
$2,105
Architecture and Engineering $
$
$
$
$
$
1,894,500
2,853,683
108,301
185,000
380,445
3-Bedroom
4-Bedroom
Manager's Units
Total Unit Count
10 0
1 Construction Financing
Permanent Financing
Legal
Reserves
Other Soft Cost
41 Average Affordability 50% 2,614,493
Developer Fee

TOTAL DEVELOPMENT COSTS
$
$
2,200,000
36,808,757FINANCING ASSUMPTIONS
Debt Coverage Ratio 1.15
Construction Rate 7.50%
Permanent Rate
Perm Loan Amortization

7.50%
35 yrs.

TAX CREDIT ASSUMPTIONS
Credit & Equity
Price/ Raise
$
$
22,567,185

0.90 Basis Boost Yes
Tax Credit Eligible 100%
Item 8
Attachment B - MidPen Housing
Response

Item 8: Staff Report
Pg.
88 Packet Pg. 256 of 368

PALO ALTO HOUSING SITE 41 UNITS

SOURCES AND USES
Construction Period Sources Lender Rate Loan Term Amount 26,623,107Construction Loan
Tax Credit Investor Proceeds
AHP

7.50% 23 months $
$
$
$
$
$
$
15% during construction 3,385,093
600,000
4,100,000
34,708,200
34,708,200
-
City of Palo Alto
Total Sources
Total Development Costs

SURPLUS / (GAP)
Amortization
Permanent Sources
Amortizing Perm Loan, Tranche A
Tax Credit Investor Proceeds
AHP
Lender Rate

7.50%
n/a
Period
35 yrs.
n/a
Amount
$
$
$
$
$
3,830,093
22,567,285
600,000
n/a
City of Palo Alto 4,100,000
5,711,378
36,808,756
36,808,756
-
HCD
Total Sources $
Total Development Costs

SURPLUS / (DEFICIT)
PDU
$
$
$ 897,775
Tiebreaker 56.76%
Uses of Funds Residential Commercial Eligible Basis Construction Period Direct Land Cost $
$
$
$
$
1 $
$
$
$
$
-
-
-
-
$
$
$
-
-
-
$
$
$
$
$
1 15,000
25,000
100,000
140,001
Title & Escrow -- Land Closing
Legal - Acquisition and Condo Map
Demolition and Land Remediation

TOTAL LAND COST/ ACQUISITION COST
15,000
25,000
100,000
140,001
n/a
- $ -
Hard Costs Residential Commercial Eligible Basis Construction Period Off-Site Improvements
Site Work
Residential Structures
Residential Parking
$
$
$
$
$
$
$
$
$
$
$
$
$
500,000
1,000,000
17,916,000
882,000
$
$
$
$
$
$
$
$
$
$
$
$
$
-
-
-
-
-
-
$
$
$
$
$
$
$
$
$
$
$
$
$
500,000
1,000,000
17,916,000
882,000
$
$
$
$
$
$
$
$
$
$
$
$
$
500,000
1,000,000
17,916,000
882,000
Photovoltaic System 223,950 223,950 223,950
Construction Cost Escalation

TOTAL SITE WORK AND STRUCTURES
General Requirements
Contractor Overhead and Profit
General Liability Insurance and Bond
Contractor's Contingency
Owner Hard Cost Contingency

TOTAL NEW CONSTRUCTION COSTS
2,062,195
22,584,145
680,524
2,062,195
22,584,145
680,524
2,062,195
22,584,145
680,524
-
-
-
-
-
-
-
721,968
481,312
700,940
721,968
481,312
700,940
721,968
481,312
700,940
1,263,444
26,432,334
1,263,444
26,432,334
1,263,444
26,432,334
Architecture and Engineering Residential Commercial Eligible Basis Construction Period Architecture Design
Architecture Construction Admin
$
$
$
$
$
$
$
$
$
$
$
$
$
$
1,100,000
250,000
1,350,000
106,000
18,500
109,000
15,000
5,000
$
$
$
$
$
$
$
$
$
$
$
$
$
$
-
-
$
$
$
$
$
$
$
$
$
$
$
$
$
$
1,100,000
250,000
1,350,000
106,000
18,500
109,000
15,000
5,000
$
$
$
$
$
$
$
$
$
$
$
$
$
$
1,100,000
250,000
1,350,000
106,000
18,500
109,000
15,000
5,000

TOTAL ARCHITECTURE
Civil, Survey, SWPPP
Geotech (report and testing)
Materials Testing
CEQA, NEPA (Inc. phase 1 and 2)
VE/Const Estimating
Joint Trench
Waterproofing
Energy Consultant/HERS Rater
Construction Management
-
-
-
-
-
-
-
-
-
-
61,000
23,000
32,000
61,000
23,000
32,000
61,000
23,000
32,000
175,000
544,500
1,894,500
175,000
544,500
1,894,500
175,000
544,500
1,894,500

TOTAL ENGINEERING

TOTAL ARCHITECTURE AND ENGINEERING
-
-
Construction Interest & Fees Residential Commercial Eligible Basis Construction Period Construction Loan Interest
Origination Fees / Application Fees
$
$
2,229,685
199,673
$
$
-
-
$
$
1,064,924
199,673
$
$
2,229,685
199,673
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Attachment B - MidPen
Housing Response

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PALO ALTO HOUSING SITE 41 UNITS

SOURCES AND USES
Lender Expenses (incl site visits, not legal)
Taxes (During Construction)
Insurance (Builders' Risk, General Liability)
Title and Recording

TOTAL CONSTRUCTION FINANCING
Permanent Financing
Origination Fees / Application Fees
Title & Recording
Lender Expenses
Soft Lender Fees

TOTAL PERMANENT FINANCING
$
$
$
$
$
65,000
20,000
264,323
75,000
$
$
$
$
$
-
-
$
$
$
$
$
65,000
20,000
264,323
75,000
$
$
$
$
$
65,000
20,000
264,323
75,000
-
-
2,853,682 - 1,688,921 2,853,682
Residential Commercial Eligible Basis Construction Period $
$
$
$
$
38,301
25,000
20,000
25,000
108,301
$
$
$
$
$
- $
$
$
$
$
- $
$
$
$
$
-
-
-
-
-
-
-
-
-
-
-
- -
Legal Fees Residential Commercial Eligible Basis Construction Period Const. Lender Legal Paid by Applicant
Legal Fees -- General Consulting
Legal Fees -- Const. Loan Closing
Legal Fees -- Perm Loan Closing
Legal Fees - Syndication
$
$
$
$
$
$
75,000
15,000
45,000
15,000
35,000
185,000
$
$
$
$
$
$
-
-
-
-
-
$
$
$
$
$
$
75,000
15,000
45,000
-
$
$
$
$
$
$
75,000
15,000
45,000
-
35,000
170,000
-
TOTAL LEGAL - 135,000
Reserves Residential Commercial Eligible Basis Construction Period Operating Reserve (3-6 mos debt and op)

TOTAL RESERVE COSTS
$
$
380,445
380,445
$
$
-
-
$
$
-
-
$
$
-
-
Other Project Costs Residential Commercial Eligible Basis Construction Period Appraisal Cost
TCAC App/Allocation/Monitoring Fees
Impact Fees
Permit Processing Fees
Marketing
Furnishing
Market Study
Prevailing Wage Monitor
Audit
Syndication Consultant
Printing
Other: Advanced Leasing Staff
Soft Cost Contingency

TOTAL OTHER COSTS

SUBTOTAL PROJECT COSTS
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
5,000
118,810
1,146,248
479,600
200,000
150,000
20,000
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
- $
$
$
$
$
$
$
$
$
$
$
$
$
$
$
5,000
-
1,146,248
479,600
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
5,000
202,000
1,146,248
479,600
200,000
150,000
20,000
-
-
-
-
-
-
-
-
-
-
-
-
150,000
-
50,000
30,000
90,000
5,000
50,000 50,000
-
-
-
90,000
5,000
100,000
219,835
2,667,683
34,158,200
5,000
100,000
219,835
2,614,493
34,608,756
-
-
-
-
219,835
2,055,683
32,206,438
Developer Costs Residential Commercial Eligible Basis Construction Period Developer Overhead/Profit

TOTAL DEVELOPER COSTS

TOTAL PROJECT COSTS
Total Sources
$
$
$
2,200,000
2,200,000
36,808,756
$
$
$
-
-
-
$
$
$
2,200,000
2,200,000
34,406,438
$
$
$
$
$
550,000
550,000
34,708,200
36,808,756
-
Total Sources
Gap: Surplus/(Deficit)Gap: Surplus/(Deficit)
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Attachment B - MidPen
Housing Response

Item 8: Staff Report
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PROJECT TEAM
MidPen Housing Corporation
MidPen Housing Corporation’s mission is to provide safe, affordable housing of high quality to those in need; to establish stability and opportunity in the lives of residents; and to foster diverse communities that allow people from all ethnic, social, and economic backgrounds to live in dignity, harmony, and mutual respect. MidPen consists of three distinct corporations working closely together to promote and achieve this mission:

MidPen Housing Corporation drives all of the development efforts including property acquisition, planning, design, entitlements, construction, historic renovation, and existing property rehabilitation. It also houses all administrative functions: Finance, Human Resources, and Information Technology.

MidPen Property Management Corporation provides extensive experience in all aspects critical to property management including compliance, operations, training, facility maintenance, and community relations.

MidPen Resident Services Corporation provides and coordinates onsite support programs to help our residents advance, which include but are not limited to: computer and vocational training, academically based after school programs for youth, financial capabilities classes, health and wellness programs, and community referrals.

Development Team
MidPen’s dedicated Development Team, consisting of 50 professionals, expertly manages the interconnected stages of the complete development process: community engagement, design and entitlements, assemblage of financing, construction, and lease‐up. MidPen’s developments are award-winning and nationally recognized. We are proud to have received the following awards for our communities: Gold Nugget Award of Merit from the Pacific Coast Builders Conference for Paseo Estero & Vista Estero (Brooklyn Basin, Oakland), All-Electric Showcase Award from Silicon Valley Clean Energy for Edwina Benner Plaza (Sunnyvale), and a Structures Award from the Silicon Valley Business Journal for Sequoia Belle Haven (Menlo Park).

Since 2020, MidPen has successfully financed 18 projects, representing over 1,000 homes. All projects received top of the market pricing for tax credits in this extremely competitive financing environment. Our pipeline is characterized by innovative residential infill projects that are designed to meet the needs of the communities in which they are located. MidPen continues to expand the limits of what is possible in the affordable housing industry by proving new concepts in meeting the diverse housing needs in the greater Bay Area. Through close, effective collaboration with local partners, MidPen creates vibrant communities that enhance neighborhoods, integrate a variety of uses harmoniously, and optimize infill sites through innovative, thoughtful, and beautiful design.

As one of the largest and most trusted non-profit developers in the Bay Area, MidPen has the resources to dedicate staff time and predevelopment funding throughout planning and development.

These resources ensure our projects move forward smoothly and are not delayed for lack of predevelopment funding or staff capacity.

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Housing Response

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Through experience, we find that consistent and timely community outreach with clear channels of communication are instrumental in building and maintaining strong community relationships. We are committed to working collaboratively with the City on design development and entitlements.

MidPen stays current and vigilant on State funding sources and has a proven track record of accessing public and private sources of debt, equity, and operating subsidies to achieve financial feasibility for projects. We will bring our financial experience into strategizing with the City on which sources would be the most optimal fit for this multi-phased project.

Development Team:
•
•
•
•
Shwetha Subramanian, Chief Real Estate Development Officer Abby Goldware-Potluri, Vice President of Housing Development Alice Talcott, Vice President of Housing Finance
Felix AuYeung, Vice President of Business Development (Primary Contact) o
o
o
510-426-5667
[email protected]
www.midpen-housing.org
Roles & Responsibilities:
• MidPen Housing Corporation will serve as both Developer and long-term Owner of the proposed affordable housing developments.
• A Bay Team Director will administer all day-to-day development and construction aspects of this project, as well as supervise Project Management and Construction staff through all phases of the project.
•
•
Alice Talcott and Felix AuYeung have invaluable experience navigating the complex and ever-changing public/private financing structures required to fund the development and construction of these projects.

Shwetha Subramanian will provide executive oversight and authority and liaise the policy directions of MidPen’s Board of Directors.

Resumes for MidPen staff are included at the end of this section.

MidPen Property Management
MidPen is committed to our role not only as an affordable housing developer but also as the long- term owner of our communities. MidPen Property Management currently manages over 8,500 homes in over 110 MidPen communities throughout the greater Bay Area. Our management company is a team with extensive experience in all aspects critical to property management, including compliance, operations, training, facility maintenance, and community relations. MidPen’s approach to property management is based on four core values: be good neighbors; enhance residents’ lives; sustainable operations and maintenance; and serve diverse populations. We take immense pride in keeping our communities safe, beautiful, and well maintained.

More information about MidPen Property Management is included in the Appendix.

MidPen Resident Services
MidPen Resident Services works from a unique housing-based service platform, with over 300 like- minded partners, to inspire residents to achieve their highest potential and achieve independence.

Utilizing our Family Services program, adults and children build strong, healthy foundations together, and senior residents who access our Senior Services programs can thrive in place as they Item 8
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Housing Response

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age. Residents struggling with homelessness and mental, physical, and intellectual disabilities work with our Supportive Services team to maintain housing stability and attain dramatically transformed lives.

More information about MidPen Resident Services is included in the Appendix.

Property Management and MidPen Resident Services staff work side-by-side at our properties to provide comprehensive on-site management and services to over 17,500 residents. On-site property management and resident services staff are in constant communication with each other, allowing them to respond effectively to issues when they arise.

Design and Engineering Team
At this RFI stage, MidPen has not selected our Architect or Engineering teams. We generally prefer this to be a collaborative process and would seek to have a better understanding of City and stakeholder design objectives to put together the strongest design team for the project. As can be seen from our track record, we partner with the best design professionals in the business and have received many design-related accolades for our work. Importantly, we approach all our projects with a first stage of seeking understanding. Authentic community outreach is foundational to our development approach. MidPen takes great pride in creating enduring relationships in the communities we work in through targeted outreach that begins in the early stages of a new development. We firmly believe in initiating and maintaining clear channels of communication, speaking honestly and frequently with the community, and soliciting and incorporating as much feedback as possible during the development of the project’s design and programming. Through extensive experience, we have found that this kind of consistent and personal, face-to-face communication is instrumental in building strong community relationships. And because we value being a good neighbor, we invest in maintaining these relationships during construction and on through to property operations. We establish a pattern of clear communication and organizational accountability, and embrace community concerns.

Attachments
MidPen Background
MidPen Property Management
MidPen Resident Services
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MidPen Development Team Resumes

SHWETHA SUBRAMANIAN, CHIEF REAL ESTATE

DEVELOPMENT OFFICER
Shwetha has a deep passion for leading teams and supporting individuals in their professional growth. In her role as Chief Real Estate Development Officer, Shwetha leads MidPen’s 50+ member development team, currently stewarding a pipeline of more than 25 development projects that will produce an additional 3,000 homes over the next five years. Shwetha joined MidPen in November of 2022, and was previously with FivePoint Communities as Senior Vice President of Urban Development and Planning. Shwetha has spent more than two decades building her extensive real estate development acumen: at Forest City Ratner Companies, she led large, complex, multi-use urban developments in their New York offices. In her role as Director of Development, she led all vertical development at Pacific Park Brooklyn, overseeing multiple project teams and consulting groups while also coordinating financial modeling, residential marketing and leasing, and property operations and budgeting across Forest City’s residential properties in New York. Shwetha also worked as a Design Architect with DeStefano and Partners in Chicago, Illinois.

ABIGAIL GOLDWARE POTLURI, VICE PRESIDENT OF

HOUSING DEVELOPMENT
Abby will provide strategic guidance regarding project phasing, resident relocation, and property disposition to the MidPen team. Since joining MidPen in 2008, she has contributed to the development of over 700 affordable homes, including 160 units at Half Moon Village in Half Moon Bay and 185 units at Kottinger Gardens in Pleasanton. Through her work on these two projects in particular, Abby has developed an expertise in multi- phased redevelopment projects and understands how to approach resident relocation, plan for phasing, and complete complex transactions with HUD and other public entities. Abby also partnered with the County of San Mateo Housing Department and County of San Mateo Health Plan to pilot the innovative Community Care Settings program at Half Moon Village, providing housing for frail seniors who can live independently with supportive services while creating significant healthcare cost savings. She brings experience working collaboratively with public partners to create and implement new programs that will benefit the property and its residents. Abby holds a B.A. from Clark University in Worcester, Massachusetts. She also attended the London School of Economics and Political Science.

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ALICE TALCOTT, VICE PRESIDENT OF HOUSING FINANCE
Alice provides strategic direction on the funding of MidPen’s development and portfolio projects. She has over 20 years of experience in affordable housing development and is an expert in the financing and structuring of rental housing projects. Prior to MidPen, Alice worked for 14 years at Community Economics, where she assisted non-profit developers in the financing and structuring of over 9,000 units of affordable housing in California and Hawaii, including negotiating over $825 million in investor equity for 90 projects. Her experience also includes six years at the Mayor’s Office of Housing in San Francisco. She has been an active advocate on statewide housing issues, and has served on the board of the Non Profit Housing Association of Northern California (NPH). She is a frequent presenter at the Housing California and NPH conferences on housing finance issues. Alice received a B.A. in Political Science from Washington University in St. Louis and a Masters of City Planning from University of California, Berkeley.

FELIX AUYEUNG, VICE PRESIDENT OF BUSINESS

DEVELOPMENT
Felix is responsible for launching new developments at MidPen Housing, which tasks include site identification, property acquisition, project conceptualization, financial feasibility analysis, and building strong relationships with our partners and the communities of the proposed developments. In his 7+ years at MidPen, he has stewarded 4,000 homes into the pipeline. Prior to MidPen, Felix was a senior manager of business development and senior project manager at another nonprofit housing development organization, where he completed 250 units of Low-Income Housing Tax Credit (LIHTC) housing from start to finish, and initiated another 550 units of future pipeline developments. He started his affordable housing career 18 years ago as a Program Specialist for the City of Santa Rosa’s Department of Economic Development and Housing. Felix holds a Master in International Development from the University of Pittsburgh’s Graduate School of Public and International Affairs and a Master of Science from the Massachusetts Institute of Technology’s Department of Mechanical Engineering. He earned his Bachelor of Science degree in mechanical engineering with a minor in Peace and Conflict Studies from the University of California at Berkeley. He has strong interest in community development and green buildings, and is a Build It Green Certified Green Building Professional. He serves on the Board of East Bay Housing Organizations (EBHO).

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APPENDIX
I MidPen Community Outreach
MidPen Public ArtII
III
IV
V
VI
MidPen Awards
MidPen Background
MidPen Property Management
MidPen Resident Services
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APPENDIX I:

MidPen Community Outreach
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COMMUNITY OUTREACH overview
Collaboration to build communities
Authentic community outreach is foundational to MidPen’s development approach. Every development opportunity requires a unique and thoughtful community outreach strategy that balances the community’s goals with neighborhood compatibility. Our approach is designed to build trust and arrive at win-win solutions.

Communication WITH THE CITY
MidPen works with our local
partners to arrive at a shared
strategy for community outreach.

TARGETED STAKEHOLDER OUTREACH
MidPen conducts broad outreach
with community stakeholders to
ensure our work compliments and
builds on the community’s vision.

Town hall neighborhood meetings
MidPen often conducts initial
outreach meetings, outside of the
required planning meetings, to
introduce our team to the
community and to hear from the
attendees about their vision, goals
and concerns.

Design charrettes
Rather than arriving with a
proposed plan to present, we set
up stations around the room
featuring different members of our
team. We find this to be an
effective way to get feedback.

Attendees can talk to our experts
and we can focus on their
questions and concerns to inform
our approach.

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COMMUNITY OUTREACH Case studies
Collaboration to build communities
(alameda, ca)
MidPen Housing is working with Alameda Point Collaborative, Building Futures for Women and Children, and Operation
Dignity in Alameda on a redevelopment of a 14 acre site with the goals of modernizing and increasing housing opportunities.

Throughout the Summer and Fall of 2015, the Development Partners and David Baker Architects created and implemented a highly collaborative resident engagement process that informed the proposed site plan. Engagement opportunities included: monthly meetings with each provider’s residents, focus groups with Development Partners’ staff, community-wide design input meetings, 1-on-1 interviews and other meetings as needed. Over 100 residents participated in each community- wide design input meeting and the Development Partners
received over 600 comments regarding the preferred housing types and ideas for neighborhood design. This feedback was incorporated into the selection of the site location and the building and site layout. Throughout 2017, the Development Partners intend to continue engaging the residents
to receive and incorporate feedback as
the Development Plan is
further developed. (half moon b ay, ca)
San Mateo County Housing Authority selected MidPen to redevelop the Housing Authority’s existing 60-unit senior housing complex, known as Half Moon Village, into a new integrated Senior “Campus” in Half Moon Bay that would include the existing 64-unit Lesley Gardens senior apartments, a new Senior Center and Adult Day Health Center with 40 units of affordable senior apartments recently completed by Lesley Senior Communities and Mercy Housing, and the 6 acre site that MidPen was selected to redevelop. In 2011, MidPen worked on outreaching to three groups of partners. One group was the campus partners, which was made up of developers and service providers. MidPen worked with the group to hold quarterly meetings where they would discuss and coordinate the sites’ design, circulation and safety. The second group was the existing Half Moon Village residents who were living on the site when MidPen acquired the land. The MidPen project team held community meetings (where translation was provided), tenant question & answer sessions and individual interviews to best understand the needs of the residents that would be living in the new community. Lastly, MidPen reached out to the neighbors that were near the site through individual and community meetings. All feedback collected was used to inform the site layout and buildings’ design and shared with local partners. The outreach approach is reflected in the recognition Half Moon Village has received since being completed in the summer of 2015.

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APPENDIX II:

MidPen Public Art
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Art at MidPen Housing

PUBLIC AND PARTICIPATORY ARTWORK
Intenꢀonal Placement of Art in Our Communiꢀes
MidPen values public art for its ability to build a connecꢀon between residents and their communiꢀes. Art strengthens the sense of place and contributes to beauꢀﬁcaꢀon of the public realm while also engaging residents with the neighborhood. At MidPen we are mindful of the background and experiences of our residents and work to create important landmarks in our communiꢀes that will invoke a sense of cultural pride and connecꢀvity for our residents and surrounding neighbors. We seek to build deeper connecꢀons with our communiꢀes, who will see themselves reﬂected in the artwork.

Residents help add ﬁnishing touches to Mona Caron’s Taking Root | Staꢀon Center, Union City Process Overview
Our approach to selecꢀng an arꢀst is unique to every project, but every selecꢀon process involves research, context analysis, and robust outreach in our communiꢀes. Our arꢀst selecꢀon process can vary from open calls, direct selecꢀon, or partnering with a local arts organiza- ꢀon to support our outreach and community involvement. A number of our projects have included artwork collaboraꢀons with local high schools, community colleges, and our very own residents through programmed internships and art contests. We are always brainstorming innovaꢀve and creaꢀve ways to implement artwork across a variety of mediums.

Kineꢀc Wall Art and Concrete Inlay Designs by Civic Design Studio | Paseo Estero & Vista Estero, Oakland Diverse Art Types
•
•
•
Arꢀsan Bike Racks & Gates
Symbolic Window Art
•
•
•
Kineꢀc Wall Installaꢀons
Concrete Inlay Designs
Arꢁul Play Set Equipment
•
•
•
Historical & Cultural Exhibits
Murals & Mosaics
SculpturesArt for Interior Common Areas
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COMMUNITY-BASED ARTWORK
MidPen recognizes that the art in many housing communiꢀes oꢂen consist of space-ﬁllers with liꢃle conꢀnuity or purpose. In striving to make each community an interesꢀng home for its residents, MidPen instead displays the work of local arꢀsts and art students.

For example, at our Paseo Estero and Vista Estero properꢀes in Oakland, MidPen partnered with a local arts organizaꢀon called Civic Design Studio. Through this collaboraꢀon we worked with Oakland Uniﬁed School District art instructors and high school students from ﬁve schools to produce community led artwork for our lobbies, hallways, and community rooms. The project served as an internship program for the students to gain real world art commission experience. The students shared their arꢀsꢀc voices through 3-D design, illustraꢀon, painꢀng and collage, digital fabricaꢀon, and photography.

Interior Wall Art by Oakland Uniﬁed High School Students | Paseo Estero & Vista Estero, Oakland At our Moon Gate Plaza property in the Chinatown neighborhood of Salinas, we commissioned a local arꢀst, Nada Abdelshahid, to create two arꢀsan gate designs to adorn two of our property entrances. The sculptural gates incorporated elements of Chinese and Filipino history.

The gates aimed to preserve the idenꢀty of Chinatown as a place not only for Asian migrant workers but for all laborers.

Addiꢀonally, we installed a large-scale art panel on the building’s façade which will rotate yearly to highlight the work of local arꢀsts. (leꢂ and middle) Moon Gate & Sun Gate by Nada Abdelshahid, (right) Temporary mural by JC Gonzalez | Moon Gate Plaza, Salinas MidPen aims to engage local arꢀsts with aﬀordable housing, support the local art economy and display place-relevant artwork in our communiꢀes. We recognize the value that sꢀmulaꢀng and thought-provoking art brings to our residents and visitors.

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APPENDIX III:

MidPen Awards
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MIDPEN AWARD LIST: 2000 – PRESENT
2020 2019
Shirley Chisholm Village Celestina Garden Apartments
Top Projects 2019, North Bay Business
Journal
Gold Nugget Grand Award – Best On-the-
Boards Affordable Housing Community,
Pacific Coast Builders Conference
Edwina Benner Plaza
Paseo Estero & Vista Estero Readers’ Choice Award Winner – Editors’ Choice, Affordable Housing FinanceOutstanding Projects and Leaders Award – Outstanding Urban or Land Development
Project, American Society of Civil Engineers Structures Award – Green Residential Project Winner, Silicon Valley Business
JournalEdwina Benner Plaza
Planet Positive Award – Multifamily
Regional Winner, Metropolis Magazine Readers’ Choice Award Finalist – Green Category, Affordable Housing Finance
Paseo Estero & Vista Estero All-Electric Showcase Award, Silicon Valley Clean EnergyReal Estate Deal of the Year – Best
Affordable Residential, San Francisco
Business Times
2020
Edwina Benner Plaza
Gold Nugget Grand Award -Best Innovative
Energy Design, Pacific Coast Builders
Conference
Gold Nugget Grand Award – Best Affordable
Housing Community 30 to 60 units per acre,
Pacific Coast Builders Conference Edwina Benner Plaza, Sunnyvale Kottinger Gardens
Fetters Apartments/Celestina Gardens
Gold Nugget Grand Award – Best Affordable
Housing Community under 30 units per
acre, Pacific Coast Builders Conference
LEED Homes Awards – Outstanding Multi-
Family Project, U.S. Green Building Council
MidPen Housing
Golden Acorn Award – Professional
Leadership, Menlo Park Chamber of
Commerce
Midway Village
Gold Nugget Award of Merit – Best On-the-
Boards Site Plan, Pacific Coast Builders
Conference 2018
Kottinger GardensKottinger Gardens
Best in American Living Award, Silver –
Affordable Multifamily category, National
Association of Home Builders
Multifamily Pillars of the Industry Awards –
Best Affordable Apartment Community
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(Over 100 Units), National Association of
Home Builders
Global Award for Excellence, The Urban
Land Institute
Gold Nugget Award of Merit, Pacific Coast
Builders Conference
Onizuka Crossing
Structures Award – Best Affordable
Residential Project Winner, Silicon Valley
Business Journal
Readers’ Choice Award Finalist – Family
Housing Category, Affordable Housing
Finance
Sequoia Belle Haven
Structures Award – Best Affordable
Residential Project Winner, Silicon Valley
Business Journal
Gold Nugget Award of Merit, Pacific Coast
Builders Conference
Onizuka Crossing, Sunnyvale
Donner LoftsSerenity Senior Apartments Readers’ Choice Award Finalist – Urban Housing Category, Affordable Housing
Finance
Structures Award – Best Affordable
Residential Project Winner, Silicon Valley
Business Journal
MidPen HousingSequoia Belle Haven NPH Affordable Housing Leadership Awards – All-Star Partner, Non-Profit Housing
Association of Northern California
Readers’ Choice Award Finalist – Green
Category, Affordable Housing Finance
Real Estate Deal of the Year: Best
Affordable Residential, San Francisco
Business Times
#12 Non-Profit Nationally
Top 50 Affordable Housing Owners,
Affordable Housing Finance
Arroyo Green (Bradford Street)
Gold Nugget Award of Merit, Pacific Coast
Builders Conference
#5 Non-Profit Nationally
Top 50 Affordable Housing Developers,
Affordable Housing Finance
#9 Non-Profit Nationally
Top 50 Affordable Housing Owners,
Affordable Housing Finance
2016
Sweeney Lane Apartments
#4 Non-Profit Nationally Grand Boulevard Honorable Mention – Private Project, Grand Boulevard InitiativeTop 50 Affordable Housing Developers, Affordable Housing Finance
Fetters Apartments
Top Real Estate Projects in the North Bay:

Multiple Family – Affordable, North Bay
Business Journal
2017
Half Moon Village
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Donner Lofts Structures Award – Best Residential Finalist, Silicon Valley Business JournalMetropolitan Transportation Commission Award – Excellence in Motion Award of
Merit Station Center
Charter Awards Grand Prize, Congress for
the new UrbanismSt. Stephen’s Senior Housing
Structures Award – Best Affordable
Residential Project Winner, Silicon Valley
Business Journal
Charter Awards Best Building – Housing,
Congress for the new Urbanism
636 El CaminoHalf Moon Village
Gold Nugget Award of Merit, Pacific Coast
Builders Conference
Gold Nugget Grand Award, Pacific Coast
Builders Conference
Real Estate Deal of the Year: Best
Affordable Residential, San Francisco
Business Times
Green Building Award, Sustainable San
Mateo County
2015
Donner Lofts
Structures Award – Best Affordable
Residential Project Winner, Silicon Valley
Business Journal
Station Center, Union City
Station Center 2013
Station Center
Growing Smarter Together Public-Private
Partnership Award, Association of Bay Area
Governments Award for Excellence, The Urban Land
Institute#3 Non-Profit Nationally
Top 50 Affordable Housing Owners,
Affordable Housing Finance 636 El Camino
Grand Boulevard Award – Private Project,
Grand Boulevard Initiative#11 Non-Profit Nationally
Top 50 Affordable Housing Developers,
Affordable Housing Finance Real Estate Deal of the Year: Best Affordable Residential / Outside of San
Francisco, San Francisco Business Times2014
Green Building Award, Sustainable San
Mateo CountyRedwood Court
26th Annual Mayor’s Beautification
Recognition Program, City of Redwood City Peninsula Station Grand Boulevard Award – Private Project,
Grand Boulevard InitiativeHalf Moon Village
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2012 Green Building Award, fMateo County
City of San MateoMain Street Village
Mayor’s Choice AwardStructures Award – Best Green Project (Public) Winner, Silicon Valley Business
Journal 2009
DeVries Place Senior Apartments
Award for Excellence, The Urban Land
Institute
EcoHome Design Awards: Merit Award –
Affordable Housing Category, EcoHome
Magazine
Gold Nugget Grand Award, Pacific Coast
Builders Conference
Builder’s Choice Award of Merit, Builder
Magazine
Design for Aging Review 10 Award,
American Institute of Architects
Paulson Park Senior Apartments
Readers’ Choice Finalist, Affordable Housing
Finance
2008
#7 Non-Profit Nationally
Top 50 Affordable Housing Owners,
Affordable Housing Finance
Fetters Apartments, Sonoma
Station Center
Structures Award – Community Impact
Finalist, Silicon Valley Business Journal #9 Non-Profit Nationally Top 50 Affordable Housing Developers,
Affordable Housing FinanceReal Estate Deal of the Year: Affordable Housing Category Finalist, San Francisco
Business Times Parkhurst Terrace
Readers’ Choice Finalist, Affordable Housing
FinanceSchapiro Knolls
Structures Award – Best Residential Project
Finalist, Silicon Valley Business Journal 2007
Fair Oaks Plaza # 6 Non-Profit Nationally
Top 50 Affordable Housing Owners,
Affordable Housing Finance
Readers’ Choice Award Winner – Senior
Housing Category, Affordable Housing
Finance
#10 Non-Profit Nationally
Top 50 Affordable Housing Developers,
Affordable Housing Finance
2011
Peninsula Station
Readers’ Choice Finalist, Affordable Housing
Finance
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Rotary Floritas 2003
Sustainability Award, San Mateo County
Main Street Park
2006 Project of the Year, Merritt Community
Capital Corporation
Certificate of Commendation, Board of
Oroysom VillageSupervisors of San Mateo County
California Housing Hall of Fame, California
Housing Consortium
Award for Excellence – Semifinalist, MetLife
Foundation
Rotary Floritas 2002
Main Street Park
Certificate of Recognition, Senator Jackie
Speier
Gold Nugget Grand Award, Pacific Coast
Builders Conference2005
El Camino VillageItalian Gardens
Gold Nugget Award of Merit, Pacific Coast
Builders Conference
Gold Nugget Award of Merit, Pacific Coast
Builders Conference
MoonridgeWillow Gardens
Award for Excellence – Honorable Mention,
MetLife Foundation
Beautification Award Winner, City of South
San Francisco
Villas del Paraiso 2001
Oroysom Village
Certificate of Recognition,
Assemblymember Simón Salinas
Gold Nugget Grand Award, Pacific Coast
Builders ConferenceMidPen Housing
Outstanding Partnership Award, Citibank
Maxwell Awards of Excellence – Honorable
Certificate of Recognition, Union Bank of
California
2004
Italian Gardens
Builder’s Choice Award of Merit, Builder
Magazine
Riverwood Place
Builder’s Choice Award of Merit, Builder
Magazine
Gold Nugget Award of Merit, Pacific Coast
Builders Conference Main Street Park, Half Moon Bay
Mention, Fannie Mae Foundation
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Moonridge
Gold Nugget Award of Merit, Pacific Coast
Builders Conference
Maxwell Awards of Excellence – Honorable
Mention, Fannie Mae Foundation
2000
City Center Plaza
Sustainability Award, San Mateo County
Merit Design Award, California Council of
the American Institute of Architects
Moonridge
National Tax Credit Excellence Award,
Affordable Housing Tax Credit Coalition
Secretary’s Commendation, U.S.

Department of Housing and Urban
Development
Secretary’s Commendation, U.S.

Department of Housing and Urban
Development
Redwood Court
Certificate of Special Congressional
Recognition, Congressman Tom Lantos
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APPENDIX IV:

MidPen Background
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Backgrounder/Fact Sheet
MidPen Housing was founded in 1970 by a small but inﬂuential coalition of Silicon Valley entrepreneurs, Stanford University faculty and other community leaders who were concerned over the lack of affordable housing on the San Francisco Bay Area peninsula. Since then, MidPen has greatly expanded its reach and is one of Northern California’s leading non-proﬁt developers and managers of affordable rental housing with a robust and diverse portfolio.

Mission
To provide safe, affordable housing of high quality to those in need; to establish stability and opportunity in the lives of residents; and to foster diverse communities that allow people from all ethnic, social and economic backgrounds to live in dignity, harmony and mutual respect.

Organization
MidPen consists of several distinct corporations working closely together to promote and achieve the MidPen mission. The three primary corporations include:

MidPen Housing Corporation drives all of the development efforts including property acquisition, planning, design, construction, historic renovation and existing property rehabilitation. It also houses all administrative functions: Finance, HR and IT.

MidPen Property Management Corporation provides professional property management for our own communities.

MidPen Services Corporation provides an innovative delivery model that brings high quality services directly to our communities in order to help our residents advance, which includes:
computer and vocational training, academically-based after school programs for youth, ﬁnancial capabilities classes, health and wellness programs and community referrals.

Key Facts
> Developed or rehabbed over 9,300 affordable homes
> An additional 3,500 affordable homes are in construction, entitlements or pre-development > Manage 121 properties with over 8,000 units providing homes for more than 22,000 Northern California residents
> Manage assets, primarily of real estate, worth over $1.5 billion > Invest $10 million annually in resident services and partner with over 90 service providers > 64% of our units house families; 25% house seniors; 3% house single adults (in SRO housing) and 8% serve people with supportive housing needs > Work in 11 counties: Alameda, Contra Costa, Monterey, Napa, San Benito, San Mateo, Santa Clara, Santa Cruz, Solano, Sonoma, and Yuba
> Have received over 150 industry awards and honors for our work > Employ over 500 people
Building Communities. Changing Lives.

REV. 2/21
Building quality, affordable housing and revitalizing communities for 50 years.

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APPENDIX V:

MidPen Property Management
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MidPen Property Management Corporation
Providing professional property management since 1981
To maintain the award-winning quality of our developments, MidPen Housing established an affiliated management company in 1981. Today, MidPen Property Management Corporation manages 7,501 units at 106 properties from Fairfield to Monterey. We manage
our own communities. Our seasoned leadership team provides extensive experience in all aspects critical to exceptional property management including compliance, operations, training, facility maintenance and community relations.

Being Good Neighbors
MidPen Management strives to ensure that every community we manage beneﬁts both our residents as well as the surrounding neighborhood. With a commitment to hire and train the
best, our staff of over 275 takes pride in keeping our communities safe, beautiful, and well maintained.

Enhancing Residents’ Lives
The property management staff at each of our communities knows and cares about the residents they serve, responding to individual and community needs with a commitment to
customer service. We maintain high standards of excellence in serving our over 17,500 residents while fostering a safe, supportive environment.

Committed to Sustainability
MidPen Management is committed to sustainable operations and maintenance practices.

This
includes retroﬁtting buildings to improve performance, energy efﬁciencies, water conservation
and indoor air quality; using drought-resistant landscaping and green cleaning products; and training residents on environmentally-friendly practices.Managing a Diverse Portfolio We have expertise in managing a wide variety ofPopulation Families
% of Units
63%property types – from large, multi-family
properties
to downtown, mixed-use developments to rural
housing for farm workers to supportive housing for
special needs populations.

Seniors 26%
SRO 4%
Special Needs 7%
“ey are good neighbors. ey keep the building
up beautifully. I walked through there every day
because my daughter attended the onsite day
care center. Some of my customers live there.

Businesses beneﬁt because the families spend
money
downtown. Every city should have development
like this.” – Peter Cuschieri, owner of Angelica’s
Bistro, across the street from City Center Plaza, a
community owned and managed by MidPen.

Professional Property Management
REV. 6/19
Building quality, affordable housing and revitalizing communities for over 45 years.

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APPENDIX VI:

MidPen Resident Services
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MidPen Resident Services Corporation
Helping residents succeed
With an annual investment of $7.3 million, an in-house staff of over 90 and over 200 service provider partners, MidPen Resident Services Corporation leads the affordable housing industry in delivering and coordinating onsite services. MidPen Services operates as
a separate 501c3 organization to help close to 9,500 MidPen residents each year.

Services that Work
We measure our services by their impact. Our goal is to deliver services that help people measurably advance in all areas of their lives. We provide services speciﬁcally designed to meet the unique needs of youth, seniors, heads-of-households, and supportive housing residents. Through skillful and dynamic service delivery models, thousands of residents perform better in school, learn how to use computers, improve English-language ﬂuency, successfully age in place, receive onsite health screenings, and and supportive residents who previously experienced housing instability are able to stabilize emotionally and become active
members of their community. Services include:
> An educationally-based After School Program to increase academic performance
> Vocational and career development> Financial capabilities courses > Quality of life, physical activity, and wellness programs > Health screenings
> Referrals to social services, beneﬁts and resources
> Volunteer opportunities and training
Powerful Partnerships and Volunteers
We deliver these services onsite in partnership with an extensive network of award- winning
organizations like Second Harvest Food Bank, Parca, Wells Fargo Community Development,
Samuel Merritt, and Balanced Therapy. We also refer residents to outside organizations that may meet their needs. Additionally we leverage close to 2,000 volunteer hours annually, provided by both residents and external community members. “I participate in several healthy aging
workshops held at my community
including presentations on how to get a
more restful sleep, ways to prevent falls and
even how to exercise in a chair. I’m
constantly learning new skills to improve
my health and safety and it’s great that
these services are available where I live.”
— Ping Yu, senior resident at Monte Vista TerraceBuilding Communities. Changing Lives.

REV. 6/19
Building quality, affordable housing and revitalizing communities for over 45 years.

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ATTACHMENT A:

Proposer’s Information Form
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Attachment A
Proposer’s Information Form
PROPOSER (please type/ print):

MidPen Housing CorporationName: __________________________________________________________ 303 Vintage Park Drive, Suite 250, Foster City, CA 94404Address:

Telephone:
__________________________________________________________ 650.356.2900 [email protected]_______________________ Email: ______________________________ Felix AuYeung
Contact Person: ____________________Title: _________________________________ Vice President of Business Development
[email protected]
eMail (Required): ________________________________________________________Telephone (Requir ed): _ 5 _ 1 _ 0 _ . 9_0 _8 _. _ 0 _ 6 _ 4 _ 4 _____________________ Proposer, if selected, intends to carry on the business as (check one):
Individual Joint Venture
Partnership x Corporation
When incorporated? 1 _ 1 _ ._ 1_ 9_ 7_ 0________
In what state? _ C_ a_ li_ fo_r _ n _ i a________
When authorized to do business in California? 1 _ 1 _ .1__9_ 7_ 0_ Other (explain):____________________________________________________

ADDENDA
To assure that all Proposers have received each addendum, check the appropriate box(s) below. Failure to acknowledge receipt of an addendum/addenda may be considered an irregularity in the Proposal:
x x x 3;Addendum number(s) received:

Or, _____ _____No Addendum/Addenda Were Received (check and initial).

PROPOSER’S SIGNATURE
1; 2; 4; 5; 6;
No proposal shall be accepted which has not been signed in ink in the appropriate space below:

By signing below, the submission of a proposal shall be deemed a representation and certification by the Proposer that they have investigated all aspects of the RFP, that they are aware of the applicable facts pertaining to the RFP process, its procedures and requirements, and they have read and understand the RFP. No request for modification of the proposal shall be considered after its submission on the grounds that the Proposer was not fully informed as to any fact or condition.

City of Palo Alto 1
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AMENDED AND RESTATED BYLAWS
OF

MIDPEN HOUSING CORPORATION
A California Nonprofit Public Benefit Corporation
Effective September 9, 2021

ARTICLE I

NAME AND OFFICES
Section 1.1 Name.

The name of this Corporation shall be MidPen Housing Corporation (the “Corporation”).”
Section 1.2 Principal Office.

The principal office of the Corporation shall be located in Foster City, County of San Mateo, State of California. The Board of Directors of the Corporation (the “Board”) may change the principal office from one location to another at any time by resolution.

Section 1.3 Other Offices.

Branch or subordinate offices may at any time be established by the Board at any place or places.

Section 1.4 Fiscal Year.

The fiscal year of the Corporation shall begin on January 1 and end on December 31 of each calendar year.

Section 1.5 Purpose.

The Corporation has been organized for the purposes set forth in the Articles of Incorporation. The Corporation shall take no action that is inconsistent with the Articles of Incorporation.

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ARTICLE II

MEMBERS
Section 2.1 No Statutory Members.

The Corporation shall have no “members” as defined in Section 5056 of the California Nonprofit Public Benefit Corporation Law, as amended (the “Nonprofit Corporation Law”).

ARTICLE III

DIRECTORS
Section 3.1 Powers.

Subject to the provisions and limitations of the Nonprofit Corporation Law, the Articles of Incorporation and any other applicable laws, all powers and activities of the Corporation shall be exercised directly by or under the ultimate direction of the Board.

Directors shall have no power as individual Directors and shall act only as members of the Board.

Section 3.2 Number of Directors.

The authorized number of Directors shall be not less than nine (9) but no more than nineteen (19) Directors, until changed by amendment to these Bylaws. The exact number of authorized Directors shall be fixed within those limits by the Board from time to time.

Section 3.3 Election and Term of Office.
(a) The Directors shall be elected by action of the Board at the annual meeting of the Board (as set forth in Section 4.1). Candidates receiving the highest number of votes of the Directors present and voting at that meeting shall be elected as Directors.
(b) Each Term for Directors elected pursuant to these Bylaws shall be for three (3) years. Each Director shall hold office until the earlier of (i) the expiration of his or her term, (ii) the death, resignation or removal of the Director or (iii) exceeding term limitations set forth herein. In either case, the Board may elect a new Director, in accordance with Section 3.8, to fill the vacancy created.
(c) The Term of Office for Directors shall be subject to the following term limitations:
i. A Director shall not serve more than nine consecutive years. ii. A Director who reaches the term limitations but then leaves the Board for three or more consecutive years, may be re-elected to the Board 2 Item 8
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subject to these term limitations applicable to that re-election to the Board.
iii. These term limitations may be suspended for a specific Director by a vote of 2/3’s of the Board of Directors. Such suspension of the term limitations shall only apply to the length of one full term (3 years).

Section 3.4 Resignation.

Any Director may resign at any time by giving written notice of such resignation to the Chairperson, the Secretary or the Board. Such resignation shall take effect upon receipt of notice or at any later time specified in the notice. Unless otherwise specified in the notice of resignation, affirmative acceptance of the resignation shall not be necessary to make it effective. Except upon notice to the Attorney General, no Director may resign where the Corporation would then be left without any duly elected Directors in charge of its affairs. If the resignation is effective at a future time, a successor may be elected to take office when the resignation becomes effective.

Section 3.5 Removal.

Any Director may be removed by the Board, with or without cause, by a majority of Directors then in office. Cause for removal includes, but is not limited to, the unexcused absence of any Director from three (3) or more consecutive Board meetings.

Section 3.6 No Removal on Reduction of Number of Directors.

No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of such Director’s term of office.

Section 3.7 Vacancies and Filling Vacancies.
(a)
(b)
A vacancy in the Board shall be deemed to exist in the event that the actual number of Directors is less than the authorized number for any reason. The Board may declare vacant the office of any Director who has been declared of unsound mind by a final order of court, has been convicted of a felony or has been found by final order or judgment of any court to have breached any duty under Section 5230 under the Nonprofit Corporation Law.

Vacancies on the Board may be filled by a majority of the Directors then in office or, if the number of Directors then in office is less than a quorum, by (i) a vote of a majority of the Directors then in office at a meeting called in accordance with Sections 4.4 and 4.6 or (ii) a sole remaining Director.

Each Director elected or appointed to fill a vacancy shall hold office for the unexpired portion of the term, or until his or her death, resignation or removal from office.
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Section 3.8 Inspection Rights.

Every Director shall have the absolute right at any reasonable time to inspect, copy and make extracts of, in person or by agent or attorney, all books, records and documents of every kind and to inspect the physical properties of the Corporation.

Section 3.9 Fees and Compensation.

The Directors shall serve without compensation for their services as Directors.

Directors may be reimbursed for reasonable expenses incurred in attending meetings of the Board or for expenses incurred in carrying out his or her duties as a Director.

Section 3.10 Standard of Care – General.

Each Director shall perform the duties of a Director in accordance with Section 5231 of the Nonprofit Corporation Law.

The Corporation shall exercise its rights and obligations in accordance with the provisions of the Nonprofit Corporation Law (California Corporation’s Code Sections 5000 et seq.).

Section 3.11 Conflict of Interest Policy.

The Board shall also adopt a Conflict of Interest Policy. The Board shall monitor compliance with the Conflict of Interest Policy.

ARTICLE IV

MEETINGS
Section 4.1 Annual Meeting.

The Corporation’s annual meeting shall take place on a date to be specified by the Board and shall coincide with one of the Board’s regular meetings. The Board shall elect Directors and officers and transact other business at the annual meeting. Notice of this meeting is not required.

Section 4.2 Regular Meetings.

The Board may provide by resolution the time and place for holding regular meetings of the Board; provided, however, that if the date so designated falls upon a legal holiday, then a different date shall be specified by the Board.

Section 4.3 Special Meetings.

Special meetings of the Board may be called by the Chairperson, the President/Chief Executive Officer or any two (2) Directors. The meeting shall be held at a place within or without the State of California as designated by the person or persons 4 Item 8
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calling the meeting, and in the absence of such designation, at the principal office of the Corporation.

Section 4.4 Notice and Location of Meetings.

Regular meetings may be held without notice if the date, time and place of the regular meetings are fixed by action of the Board. Notice of the date, time and place within the State of California of a special meeting, or of a regular meeting if the date, time and/or place of regular meetings are not designated by the Board, shall be given to each Director four (4) days before the meeting if given by first-class mail or forty-eight (48) hours before the meeting if given personally, by telephone, including a voice- messaging system or by e-mail. These notices shall be addressed to each Director at his or her address as shown on the books of the Corporation.

Section 4.5 Telephonic and Electronic Meetings.

Directors may participate in a regular or special meeting through the use of conference telephone, electronic video screen communication or similar communications equipment so long as all members participating in such meeting can hear one another. Participation in a meeting pursuant to this Section 4.5 constitutes presence in person at such meeting.

Section 4.6 Waiver of Notice.

Notice of a meeting need not be given to any Director who signs a waiver of notice, or a written consent to holding the meeting or an approval of the minutes of the meeting, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting.

Section 4.7 Action Without Meeting.

Any action required or permitted to be taken by the Board may be taken without a meeting, if all Directors consent in writing or electronic responses to the action. All such written consents and printed electronic responses shall be filed with the minutes of the proceedings of the Board. For the purposes of this Section 4.7 only, "all Directors" shall not include any "interested director" as defined in Section 5233 of the Nonprofit Corporation Law. Such action by written consent or electronic response shall have the same force and effect as a unanimous vote of the Directors.

Section 4.8 Ratification.

Any action required or permitted to be taken by the Board that is taken without a meeting may be ratified by a vote of the Board at a subsequent duly held meeting of the Board. Such action by ratification shall have the same force and effect as any other action of the Board.
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Section 4.9 Quorum.

A majority of the authorized number of Directors, but in no event fewer than two (2) Directors, shall constitute a quorum for the transaction of business, except to adjourn. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be the act of the Board, subject to Section 5211 of the Nonprofit Corporation Law and as elsewhere provided in these Bylaws. Except as otherwise provided in these Bylaws, in the Corporation’s Articles of Incorporation or by law, no business shall be considered by the Board at any meeting at which a quorum is not present, and the only motion which the Chairperson shall entertain at such meeting is a motion to adjourn. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of one or more Directors leaving less than a quorum if any action taken is approved by at least a majority of the required quorum for such meeting, or such greater percentage as may be required by these Bylaws, in the Corporation’s Articles of Incorporation or by law.

Section 4.10 Adjournment.

Any meeting of the Board, whether or not a quorum is present, may be adjourned to another time and place by the vote of a majority of the Directors present. Notice of the time and place of the adjourned meeting need not be given to absent Directors if said time and place are fixed at the meeting adjourned. If the meeting is adjourned for more than twenty-four (24) hours, notice of the time and place must be given before the time when the meeting is to resume to any Directors who were not present when the meeting was adjourned.

ARTICLE V

COMMITTEES
Section 5.1 Board Committees.

The Board may, by resolution adopted by a majority of the Directors then in office, provided a quorum is present, designate one (1) or more committees (“Board Committees”), each consisting of two (2) or more Directors and only of Directors, to serve at the pleasure of the Board. Appointments to such committees shall be by majority vote of the Directors then in office. Board Committees may be given all the authority of the Board, subject to the limitations specified in Section 5212 of the Nonprofit Corporation Law. The Board may, at any time, revoke or modify any or all of the authority delegated to the Board Committees. The Board may adopt rules for the governance of any committee not inconsistent with these Bylaws.

Section 5.2 Executive Committee.

The Board shall create a Board Committee called the “Executive Committee” to oversee key strategy, management and compensation. The Executive Committee will have a minimum of five (5) Directors and a maximum of seven (7) Directors. 6 Item 8
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Section 5.3 Audit Committee.

The Board shall create an Audit Committee if required by the California Nonprofit Integrity Act of 2004 (the “Nonprofit Integrity Act”).

Section 5.4 Advisory Committees.

The Board may create one (1) or more advisory committees (“Advisory Committees”), each consisting of two (2) or more Directors, non-Directors or a combination of Directors and non-Directors. Advisory Committees may not exercise the authority of the Board to make decisions on behalf of the Corporation. Advisory Committees shall be restricted to making recommendations to the Board or Board Committees and implementing Board or Board Committee decisions and policies under the supervision and control of the Board or Board Committee. The Board may, at any time, revoke or modify any or all of the authority delegated to the Advisory Committee.

ARTICLE VI

OFFICERS
Section 6.1 Officers.

The officers of the Corporation shall be a Chairperson, a President/Chief Executive Officer, a Vice Chairperson, a Secretary, a Treasurer and a Chief Financial Officer (“CFO”). The Corporation may also have, at the discretion of the Board, one (1) or more additional officers, including Co-Vice-Chairpersons, Secretaries and Treasurers, as may be appointed in accordance with the provisions of Section 6.2. One (1) person may hold two (2) or more offices, except that no person holding the office of Secretary, Treasurer or CFO may concurrently hold the office of Chairperson or President/Chief Executive Officer.

Section 6.2 Election and Term.

The officers of the Corporation shall be elected annually by a majority of the Directors present at the annual meeting and shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment. Officers need not be chosen from among the Directors. The term of each officer shall be for one (1) year.

Section 6.3 Subordinate Officers, etc.

The Board or the President/Chief Executive Officer may appoint such other subordinate officers of the Corporation as the business of the Corporation may require, each of which shall hold office for such period, have such authority and perform such duties as the Board or the President/Chief Executive Officer may determine from time to time. The Board or the President/Chief Executive Officer may fill a vacancy in any such subordinate office.
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Section 6.4 Resignation.

Any officer may resign at any time by giving written notice to the Corporation, subject to the rights, if any, of the Corporation under any contract to which the officer is a party. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be necessary to make it effective.

Section 6.5 Removal.

An officer may be removed from office with or without cause by the Board or by an officer on whom such power of removal may be conferred by the Board.

Section 6.6 Vacancies.

A vacancy in any office (other than subordinate offices) because of death, resignation, removal, disqualification or any other cause shall be filled by the Board. A vacancy in a subordinate office for any reason shall be filled in accordance with Section 6.3.

Section 6.7 Chairperson of the Board.

The Chairperson shall preside at all meetings of the Board and shall have the power to sign contracts, agreements or any other instruments in connection with projects authorized by the Board, and exercise and perform such other powers and duties as may from time to time be assigned to the Chairperson by the Board or prescribed by these Bylaws.

Section 6.8 President/Chief Executive Officer.

The President/Chief Executive Officer shall be the general manager and chief executive officer of the Corporation and shall have the general supervision, direction and control of the business of the Corporation, including the power to sign contracts, agreements or any other instruments in conjunction with projects authorized by the Board. The President/Chief Executive Officer shall see that all orders and resolutions of the Board are carried into effect, and shall exercise and perform such other powers and duties as may be prescribed by these Bylaws or by the Board.

Section 6.9 Vice Chairperson.

The Vice Chairperson shall have powers and perform such duties, including the performance of the duties of the Chairperson in the absence or disability of the Chairperson, as from time to time may be prescribed by the Board or these Bylaws.

Section 6.10 Secretary.

The Secretary shall keep, or cause to be kept, a full and complete record of the proceedings of the Board and of committees established by these Bylaws. The record shall include all waivers of notices, consents to the holding of meetings or approvals of 8 Item 8
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the minutes of meetings executed pursuant to these Bylaws or the Nonprofit Corporation Law. The Secretary shall also give or cause to be given, notice of all meetings of the Board required by these Bylaws or by law to be given, and, in general, shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.

Section 6.11 Treasurer.

The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form. The Treasurer shall render to the Chairperson and the Directors, upon request, an account of the Treasurer’s transactions as Treasurer and of the financial condition of the Corporation, and shall exercise and perform such other powers and duties as may be prescribed by these Bylaws or by the Board.

Section 6.12 Chief Financial Officer.

Together with the Treasurer, the Chief Financial Officer (the “CFO”) of the Corporation shall create, execute, sign keep and maintain, or cause to be created, executed, signed, kept and maintained, adequate and correct books and records of account in written form or any other form capable of being converted into written form.

The CFO shall also create, execute, sign authenticate, keep and maintain cause to be created, executed signed, authenticated, kept and maintained financial/tax records, documents and agreements including but not limited to IRS and state related tax documents and forms. The CFO shall also (i) give, or cause to be given, to the Directors such financial statements and reports as are required to be given by law, prescribed by these Bylaws or requested by the Directors; (ii) ensure that the Corporation’s books and records of account are open to inspection by any Director upon request at all reasonable times; (iii) deposit, or cause to be deposited, all money and other valuables in the name and to the credit of the Corporation with such depositories as designated by the Board; (iv) disburse, or cause to be disbursed, the Corporation’s funds as ordered by the Board; (v) render to the President/Chief Executive Officer, the Chairperson and the Directors, upon request, an account of the financial condition of the Corporation; and (vi) exercise and perform such other powers and duties as may be prescribed by these Bylaws or by the Board.

Section 6.13 Compensation.

The Board or a Board Committee shall review any compensation packages (including benefits) of the President/Chief Executive Officer and the CFO, and shall approve such compensation only after determining that the compensation is just and reasonable. This review and approval shall occur annually, as well as when such officer is hired, when the term of employment of such officer is renewed or extended and when the compensation of such officer is modified, unless the modification applies to substantially all of the Corporation’s employees. No officers shall be prevented from receiving such compensation by reason of the fact that the officer is also a Director of the Corporation.
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ARTICLE VII

BOOKS AND RECORDS
Section 7.1 Books and Records.

The Corporation shall keep adequate and correct books and records of account and minutes of the proceedings of the Board and committees of the Board.

Section 7.2 Form of Records.

Minutes, books and records shall be kept in written form or in any form capable of being converted into written form. If any record subject to inspection pursuant to the Nonprofit Corporation Law is not maintained in written form or in any form capable of being converted into written form, a request for inspection is not complied with unless and until the Corporation at its expense makes such record available in such forms.

Section 7.3 Financial Reporting.

The Corporation shall produce and distribute the financial and other reports required by the Nonprofit Corporation Law, including, without limitation, the annual report required by Section 6321 of the Nonprofit Corporation Law and the statement of transactions or indemnification required by Section 6322 of the Nonprofit Corporation Law, and if required, produce and make publicly available the financial statements required by the Nonprofit Integrity Act.

ARTICLE VIII
GRANTS, INVESTMENTS, CONTRACTS, LOANS, ETC.

Section 8.1 Investment Policy.

The Board shall, by resolution, create an Investment Policy that complies with the investment standards of Section 5240 of the Nonprofit Corporation Law.

Section 8.2 Grants.

The making of grants and contributions, and otherwise rendering financial assistance for the purposes of this Corporation, may be authorized by the Board. The Board may authorize any officer or officers, agent or agents, in the name of and on behalf of the Corporation to make any such grants, contributions or assistance.

Section 8.3 Execution of Contracts.

The Board may authorize any officer, employee, agent or committee, in the name and on behalf of the Corporation, to enter into any contract or execute and satisfy any instrument, and any such authority may be general or confined to specific instances, or otherwise limited. In the absence of any action by the Board to the contrary, the Chairperson and President/Chief Executive Officer are authorized to execute such instruments on behalf of the Corporation.
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Section 8.4 Loans.

The Chairperson, the President/Chief Executive Officer or any other officer, employee or agent authorized by the Bylaws or by the Board may effect loans and advances at any time for the Corporation from any bank, trust company or other institutions or from any firm, corporation or individual for such loans and advances may make, execute and deliver promissory notes, bonds or other certificates or evidences of indebtedness of the Corporation, and when authorized by the Board to do so, may pledge and hypothecate or transfer assets of the Corporation as security for any such loans or advances. Such authority conferred by the Board may be general or confined to specific instances or otherwise limited.

Section 8.7 Checks, Drafts, Etc.

All checks, drafts and other orders for the payment of money out of the funds of the Corporation and all notes or other evidences of the indebtedness of the Corporation shall be signed on behalf of the Corporation by the President/Chief Executive Officer, the CFO or such persons as shall from time to time be determined by resolution of the Board.

Section 8.8 Deposits.

The funds of the Corporation not otherwise employed shall be deposited from time to time to the order of the Corporation in such banks, trust companies or other depositaries as the Board may select or as may be selected by the President/Chief Executive Officer, the CFO or such other officer, employee or agent of the Corporation to whom such power may from time to time be delegated by the Board.

ARTICLE IX

INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 9.1 Definitions.

For purposes of this Article, “Agent” means any person who is or was a Director, officer, employee or other agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or other agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or was a Director, officer, employee or agent of a predecessor corporation of the Corporation or another enterprise at the request of such predecessor corporation; “Proceeding” means any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative; and “Expenses” includes, without limitation, attorneys’ fees and any expenses incurred in establishing a right to indemnification under Section 9.2 of this Article.
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Section 9.2 Right to Indemnity.

The Corporation may, to the fullest extent permitted by law, indemnify any person who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that such person is or was an Agent of the Corporation, against Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the Proceeding.

Section 9.3 Approval of Indemnity.
(a) On written request to the Board by any Agent seeking indemnification, to the extent that the Agent has been successful on the merits, the Board shall promptly authorize indemnification in accordance with Section 5238(d) of the Nonprofit Corporation Law. Otherwise, the Board shall promptly determine, by a majority vote of a quorum consisting of Directors who are not parties to the Proceeding, whether, in the specific case, the Agent has met the applicable standard of conduct stated in Section 5238(b) or Section 5238(c) of the Nonprofit Corporation Law, and, if so, may authorize indemnification to the extent permitted thereby. (b) Where the action or proceeding is brought on behalf of the Corporation or involves “self-dealing transactions,” as defined in Section 5233 of the Nonprofit Corporation Law, the Corporation shall not indemnify against amounts paid in settlement of judgment amounts, but shall, upon the express authorization of the Board, indemnify the Agent against expenses incurred in defense of an action arising from his or her relation to the Corporation. To indemnify in such cases the Board must find the person met the statutorily proscribed standard of care by action (i) in good faith, (ii) in the best interest of the Corporation, and (iii) with the care of an ordinarily prudent person.

Section 9.4 Advancing Expenses.

The Board may authorize the advance of Expenses incurred by or on behalf of an Agent of the Corporation in defending any Proceeding before the final disposition of such Proceeding, if the Board finds that (i) the requested advances are reasonable in amount under the circumstances and (ii) before any advance is made, the Agent submits a written undertaking satisfactory to the Board, in its sole discretion, to repay the advance unless it ultimately is determined that the Agent is entitled to indemnification for the Expenses under this Article.

Section 9.5 Insurance.

The Board shall have the power to purchase and maintain insurance on behalf of any Agent against any liability asserted against or incurred by the Agent in such capacity or arising out of the Agent’s status as such, whether or not the Corporation would have the power to indemnify the Agent against such liability under this Article; provided, however, that the Corporation shall not have the power to purchase and 12 Item 8
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maintain such insurance to indemnify any Agent of the Corporation for a violation of Section 5233 of the Nonprofit Corporation Law.

ARTICLE X

OTHER PROVISIONS
Section 10.1 Electronic Transmissions.

Unless otherwise provided in these Bylaws, and subject to any guidelines and procedures that the Board may adopt from time to time, the terms “written” and “in writing” as used in these Bylaws include any form of recorded message in the English language capable of comprehension by ordinary visual means, and may include electronic transmissions, such as facsimile or e-mail, provided (i) for electronic transmissions from the Corporation, the Corporation has obtained an unrevoked written consent from the recipient to the use of such means of communication; (ii) for electronic transmissions to the Corporation, the Corporation has in effect reasonable measures to verify that the sender is the individual purporting to have sent such transmission; and (iii) the transmission creates a record that can be retained, retrieved, reviewed and rendered into clearly legible tangible form.

ARTICLE XI

AMENDMENTS
Section 11.1 Amendment of Bylaws.

New bylaws may be adopted or these Bylaws may be amended or repealed by the vote of a majority of the authorized Directors at a duly held meeting at which a quorum is present.
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Palo Alto Downtown New Parking & Housing
Midway – Phase I, Daly City
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Our Team
MidPen Housing has delivered well-designed affordable housing communities that allow people from all ethnic, social and economic backgrounds to live in dignity, harmony and mutual respect.

Felix AuYeung
Vice President of
Business Development
Abby Goldware Potluri
Vice President of
Housing Development
Mollie Naber
Associate Director of
Housing Development
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A Mission Driven Organization
Centering Equity in All We Do
• Deeply rooted in Santa Clara County: 48 MidPen communities totaling over 4,000 homes
• We believe inclusive and responsive Community Engagement is what builds strong communities.
• Consistent track record of securing financing: 18 developments fully financed since 2020
• Stewards of our communities. We are invested for the long-term. • Strong Property Management
• Exceptional Resident Services that improve residents' lives Edwina Benner, Sunnyvale
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Our Experience
Professional Development Team
 50+ professionals
 60 communities (5,342 homes) in pipeline
 1,411 homes under construction
Presence in Santa Clara County
 48 communities, totaling 4270 homes
Presence in San Mateo County
 50 communities, totaling 3580 homes
Presence in Palo Alto
 2 communities, totaling 180 homes
Alma Point, Foster City
City Center Plaza, Redwood City
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Property Management
 Long Term Stewards of Community Assets. Manage
8,500 units at 110 properties serving over 17,500
residents.
 Commitment to being good neighbors. Ensure our
communities are safe, beautiful, and well-maintained.
 Intentional approach to ensure our residents can retain their homes.
 Focus on Resident Satisfaction. Commitment to listening to and supporting our residents. Supporting a 99%+
occupancy rate
Palo Alto Gardens, Palo Alto
Page Mill Court, Palo Alto
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Resident Services
Invest $10M annually in on-site resident services
Three distinct programs to serve:
• Families – working adults and youth
• Seniors
• Special needs individuals (supportive housing)
In-house staff of 100 and leverage close to 2,000 volunteer hours annually; 300 third-party partners to deepen impact
Intentional Support to help residents advance in all areas of their lives through:
• Academically-based after school programs
• Workforce Development
• Financial capability programs for adults
• Health programs to help seniors age in place
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Proposal Concept
• Partner with City of Palo Alto on development approach and sites to target development • Consider consolidated parking structures and shared parking arrangements • Use off-site parking solutions to free up on-site parking on small sites • Avoid podiums for residential buildings, save cost and space • Park new housing at 0.5:1 ratio given excellent amenities and transportation options • Target roughly 41 homes for families or 51 homes for seniors, to fit in 9% LIHTC competition • Plan for at least two housing developments, operate together as scattered-site communities • Include some on-site stalls for accessible parking and white-curb parking for convenience • Family affordability range: 30%-80% AMI
• Senior affordability range: 30%-50% AMI
• Permanent Supportive Housing: 30% AMI
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1. Build replacement parking first

2. Build housing developments clustered near new parking

3. Evaluate and reassess next phase
• Lot D = 84 existing stalls
• Lot G = 53 existing stalls
• Lot E = 35 existing stalls
• Family Housing on Lot G = 21 new stalls
• Senior Housing on Lot E = 21 new stalls
• Net New Public Parking = 25 new stalls
• Total Garage Size = 239 stalls
Step Lot Parking Housing Cost
1 D to garage Build 239-stall garage $12M
2 G to family Pays for 21 stalls 41 family du Pays $1M
3 E to senior Pays for 21 stalls 51 senior du Pays $1M
4 Reassess 197 net public stalls $10M net
Development Approach 1
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Approach 1

1. Garage

2. Family Housing
3Senior Housing
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1. Build housing developments and use existing garage parking

2. Assess then current parking needs

3. Build more housing or build garage
• Lot F = 47 existing stalls
• Lot P = 51 existing stalls
• Family Housing on Lot F = 21 exclusive use
• Family Housing on Lot P = 21 exclusive use
• Net Loss on public parking = 140 stalls
• Lot A = 68 existing stalls
• Add new public parking = 25 stalls
• Total Garage Size = 233 stalls
Development Approach 2
Step Lot Parking Housing Cost
1 F to family Park in S/L Garage 41 family du Pays $1M
2 P to family Park in R Garage 41 family du Pays $1M
3 Parking Study Short 145 stalls
4 A to garage 233 stalls $12M
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Approach 2

1. Family Housing
Park S/L

2. Family Housing

3. Garage
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1. Build housing developments with some on-site parking

2. Assess then current parking needs

3. Build more housing or build garage
• Lot T = 51 existing stalls
• Lot C = 52 existing stalls
• Family Housing on Lot T = 21 stalls on site
• Senior Housing on Lot C = 21 stalls on site
• Net Loss on public parking = 103 stalls
• Lot A = 68 existing stalls
• Add new public parking = 25 stalls
• Add extra future housing parking = 42 stalls
• Total Garage Size = 238 stalls
Development Approach 3
Step Lot Parking Housing Cost
1 T to family 21 stalls on site 41 family du
2 C to senior 21 stalls on site 51 family du
3 Parking Study Short 103 stalls
4 A to garage 238 stalls $12M
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Approach 3

1. Family Housing
w/21 stalls

2. Senior Housing
w/21 stalls

3. Garage
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Some Considerations
• Parking locations not equal: Coral and Purple Zones appear more utilized than Blue and Lime Zones • Strategies to increase utilization of existing parking structures • Smart technologies to direct parking to available spaces • Transportation alternatives, secured bicycle parking, designated ride-share drop areas • Evaluation of peak utilization by location, for possible addition or subtraction of spaces • Understanding of zero-lot conditions, façade setbacks, and alley widths for access
• Financing structure and funding sources for potential commercial spaces along key corridors
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Financing Experience
In the current extremely competitive financing environment, MidPen has demonstrated unparalleled success in securing funding.

In the last 3 years:
• Financed nine 9% tax credit developments
• Financed six tax-exempt bond developments with 4% tax credit • Financed three additional developments using new CA Housing Accelerator Given the scale and development capacity of the small parking lot sites, MidPen’s approach is to structure the 100% affordable housing concept into phases competitive for 9% tax credits. This scenario would minimize gap subsidy required.

MidPen would seek to compete for 9% tax credits for each housing parcel as separate projects, under different rounds, due to the limited allocation of credits available in the South and West Bay Region in any particular round.

We have deep experience with scattered site developments, public parking structures, and phased developments.

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Public Parking Experience
Kiku Crossing, San Mateo
Homes: 225
Public Parking Stalls:524
Residential Parking Stalls: 164
Fair Oaks Plaza, Sunnyvale
Homes: 124
Public Parking Stalls: 210
Residential Parking Stalls: 84
Station Center, Union City
Homes: 157
Public Parking Stalls: 127
Residential Parking Stalls: 157
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Phased Project Experience
Brooklyn Basin, Oakland
Total Homes: 465
Total Phases: 4
Midway Village, Daly City
Total Homes: 555
Total Phases: 4
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Placemaking
Firehouse Square, Belmont Shorebreeze, Mountain View Penn Station, San Mateo Foon Lok West, Oakland
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Community Outreach &
Engagement
Transparent, Inclusive, and Responsive Community
Engagement
 One on One Conversations
 Series of intentional conversations with potential residents, immediate neighbors, key stakeholders, and neighborhood groups like the Evergreen Park Neighborhood Association
 Neighborhood Open House
 Presentation of proposal followed by information stations covering MidPen’s mission and history, onsite services, property management, and lease-up process  Design Focused Community Meetings
 Sharing project design and listening to feedback from community stakeholders  Communication List
 Website and email list for ongoing updates; prospective resident interest list Item 8
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Q&A
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City Council
Staff Report
Report Type: ACTION ITEMS
Lead Department: City Clerk
Meeting Date: December 11, 2023
Report #:2311-2272
TITLE
Adopt a Resolution Establishing the Council Annual Calendar of Meetings, Breaks and Council Events for the Calendar Year 2024.

RECOMMENDATION
Adopt a resolution establishing the Annual Summer and Winter Breaks, Council Regular and alternate meeting dates and Council event schedule from January to December 2024.

BACKGROUND
Staff is requesting consideration of adopting a Council schedule for 2024 to allow the Council to more efficiently conduct the City’s business and offer the Council, staff, and community stakeholders the opportunity to better plan for meetings as well as other obligations. Under Municipal Code Section 2.04.010(b), each year, no later than the third meeting in February, the Council shall, by Resolution, schedule its vacation for that year. During the vacation period, the Code states that there shall be no regular meetings of the Council or its standing committees.

Under the Code, the Mayor or a majority of the Council may call a special meeting during the scheduled vacation, if necessary.

This calendar-setting process occurs annually. Municipal Code Section 2.04.010(a) sets regular City Council meetings on the first three Mondays of each month. However, the Council has significant business to conduct, and at times there is a need for additional meetings to finish that business. Additionally, regular meeting dates may land on a holiday or other day of significance, thus announcing in advance which meeting dates may be modified maximizes public participation in the public process and creates operational efficiencies.

ANALYSIS
Attachment A outlines the proposed 2024 Council calendar. The attachment also includes a list of holidays and heritage, awareness, and recognition months. As this is an iterative process, this list is not exhaustive and will continue to evolve over time. The goal of sharing holidays and Item 9
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heritage and awareness months in Attachment A is to increase awareness as part of the City’s diversity, equity, and inclusion efforts.

The Attachment A calendar includes Council and Committee regular and alternate meeting dates, the proposed summer and winter vacation schedules and Council annual events for calendar year 2024. The proposed summer break is Tuesday, June 25 through Sunday, August 4, which allows for an optional additional City Council meeting on Monday, June 24. If the Council wishes not to allow for a meeting on that additional date, the break could start on Friday, June 21st.

Modifications proposed to regular meeting dates are based on the following:

1. Federal or City Holidays which may fall on a date of what would be a regularly scheduled meeting.

2. Local election days which fall on the first Tuesday of the month in November in even number years (past practice has included the rescheduling of Committee meetings that fall on Palo Alto election night).

3. Shifting of a Council meeting in order to respect a religious or cultural date of significance per Council direction and the Human Relations Commission-recommended process.

4. Establishment of alternate meeting dates should they be necessary for conducting Council business.

Dates of Significance
During the March 7, 2022 Council meeting the Council addressed a colleagues memo recognizing key dates as part of continuing to prioritize diversity, equity, and inclusion, building upon the equity goals adopted in November 2020. Council took action to “formally recognize and celebrate significant multicultural dates and months to promote equality, honor diversity and oppose racism.”
Of note, in the 2024 calendar year, there are not many instances of the identified events of cultural or religious significance falling on a regularly scheduled meeting date.

FISCAL/RESOURCE IMPACT
There are no fiscal impacts associated with this action.

STAKEHOLDER ENGAGEMENT
Staff in the City Clerk’s Office, the City Manager’s Office, and Community Services Department collaborated on the draft of the calendar. The Human Relations Commission also held discussions to determine how to honor dates of cultural and religious significance in the City, per Council direction. As mentioned above, the list of holidays and heritage and awareness months are a first attempt to expand awareness and will continue to evolve over time based on continued feedback.

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ENVIRONMENTAL REVIEW
This is not a project.

ATTACHMENTS
Attachment A: 2024 City Council Calendar & Alt Format
Attachment B: Resolution setting 2024 Council Summer and Winter Breaks and Calendar of Meetings
APPROVED BY:

Mahealani Ah Yun, Interim City Clerk
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2024 City Council & Committee Calendar
City Council Finance Policy & Services Rail City School Liaison Holidays January 8, 2024 ** No Council Committee Meetings in January 1.1 New Year January 16, 2024 1.15 MLK Jr. Day
January 22, 2024
January 29, 2024
(Annual Priority
Setting Meeting)

February 5, 2024 February 6,
2024
February 13,
2024
February 20,
2024
February 15, 2024 2.19 President's Day
February 12, 2024 February 20,
2024

February 26, 2024

March 4, 2024 March 5, 2024 March 12, 2024 March 19, 2024 March 21, 2024 March 11, 2024 March 19, 2024
March 18, 2024
March 25, 2024

April 1, 2024 April 2, 2024 April 9, 2024 April 16, 2024 April 18, 2024 April 8, 2024 April 16, 2024
April 15, 2024
April 22, 2024

May 6, 2024 May 7, 2024 May 14, 2024 May 21, 2024 May 16, 2024 5.27 Memorial Day May 13, 2024 May 21, 2024
May 20, 2024

June 3, 2024 June 4, 2024 June 11, 2024 June 18, 2024 June 20, 2024 June 10, 2024 June 18, 2024
June 17, 2024
June 24, 2024 June 25 - Aug 4 Summer
Break

August 5, 2024 August 6, 2024 August 13, 2024 August 20, 2024 August 15, 2024 August 12, 2024 August 20, 2024
August 19, 2024
August 26, 2024

September 9,
2024
September 3,
2024
September 10,
2024
September 17,
2024
September 19,
2024

9.2 Labor Day
September 16,
2024
September 17,
2024

September 23,
2024

October 7, 2024 October 1, 2024 October 8, 2024 October 15, 2024
October 17, 2024 10.14 Indigenous
People's Day
October 21, 2024 October 15,
2024

October 28, 2024

November 4, 2024 November 12,
2024
November 19,
2024
November 21,
2024

11.5 Election Day

11.11 Veterans Day

11.28 Thanksgiving
November 18,
2024
November 19,
2024

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November 25,
2024

December 2, 2024 December 3,
2024
December 10,
2024
December 17,
2024
December 19,
2024
December 9, 2024 December 17,
2024

December 16,
2024
December 20 - January 5,
2025 Winter Break
** ** Meetings in italics are alternative meeting dates Summer & Winter Break Schedule 2024
Tuesday June 25 – Sunday August 4 Summer Break
Friday December 20 – Sunday January 5, 2025 Winter Break City Council Events 2024

Monday, January 8, 2024 Council Reorganization Event
Monday, January 29, 2024 Annual Priority Setting Meeting TBD State of the City
Thursday, September 26, 2024 BCC Recognition Event
Heritage, Awareness, & Recognition Months by Month
(This is not intended to be an exhaustive list. As an iterative process, this list will continue to evolve over time as needed).

January
January 27 - Holocaust Remembrance Day
January 11 - Orthodox Christmas Day
January 14 - Orthodox New Year
February
Black History Month
February 10 – March 1 Lunar New Year
February 20 - World Day of Social Justice
March
National Women’s History Month
Irish American Heritage Month
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March 8 - International Women’s Day
March 30 – April 9 Ramadan
March 31 Cesar Chavez Day
April
National Arab American Heritage Month
April 9 – 10 Eid al-Fitr
April 10 - Dolores Huerta Day
April 24 - Armenian Remembrance Day
April 22 - Earth Day
April 22 – April 30 Passover
May
Asian American Pacific Islander Native Hawaiian Heritage Month Mental Health Awareness Month
Affordable Housing Month
Older Americans Month
Jewish American Heritage Month
Public Service Recognition Week
May 5 - Cinco de Mayo
June
LGBTQ+ Pride Month
Immigrant Heritage Month
Caribbean American Heritage Month
June 16 - Juneteenth
June 16 – 17 Eid al-Adha
August
August 9 - International Day of the World’s Indigenous Peoples August 12 - International Youth Day
August 26 – Women’s Equality Day
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September
Hispanic Heritage Month
September 27 California Native American Heritage Day
October
National Italian American Heritage Month
Filipino American Heritage Month
Breast Cancer Awareness Month
October 2 – 4 Rosh Hashanah
October 11 – 12 Yom Kippur
October 31 – November 4 Diwali
November
National Native American Heritage Month
November 1 – Diwali
November 2 - Dia de los Muertos (Day of the Dead)
November 20 - Transgender Day of Remembrance
November 25 - International Day for the Elimination of Violence against Women December
December 3 - International Day of Persons with Disabilities December 16 – 24 Las Posada
December 25 - Hanukkah
December 26 - Kwanza
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JAN 2024

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 31 1 2 3 4 5 6
New Year's
Day Finance
7 8 9 10 11 12 13
CC (Reorg) Policy &
Services
14 15 16 17 18 19 20
MLK Day
Finance
Rail
CC (alternate)
City/Schools
21 22 23 24 25 26 27
CC (alternate)
28 29 30 31 1 2 3
Annual Priority
Setting Meeting
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FEB 2024

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 28 29 30 31 1 2 3

4 5 6 7 8 9 10
CC Finance
11 12 13 14 15 16 17
CC Policy &
Services City/Schools
18 19 20 21 22 23 24
Presidents'
Day
Finance
Rail
25 26 27 28 29 1 2
CC (alternate)
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MAR 2024

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 25 26 27 28 29 1 2

3 4 5 6 7 8 9
CC Finance
10 11 12 13 14 15 16
CC Policy &
Services
17 18 19 20 21 22 23
CC Finance
Rail City/Schools
24 25 26 27 28 29 30
CC (optional
additional date)
31 1 2 3 4 5 6
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APRIL 2024

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 31 1 2 3 4 5 6
CC Finance
7 8 9 10 11 12 13
CC Policy &
Services
14 15 16 17 18 19 20
CC Finance
Rail City/Schools
21 22 23 24 25 26 27
CC (optional
additional date)
28 29 30 1 2 3 4
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MAY 2024

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 28 29 30 1 2 3 4

5 6 7 8 9 10 11
CC Finance
12 13 14 15 16 17 18
CC Policy &
Services City/Schools
19 20 21 22 23 24 25
CC Finance
Rail
26 27 28 29 30 31 1
Memorial
Day
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JUNE 2024

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 26 27 28 29 30 31 1

2 3 4 5 6 7 8
CC Finance
9 10 11 12 13 14 15
CC Policy &
Services
16 17 18 19 20 21 22
CC Finance
Rail Juneteenth City/Schools
23 24 25 26 27 28 29
CC (optional
additional date)
Start of Summer
Break
30 1 2 3 4 5 6
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JULY 2024

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 30 1 2 3 4 5 6
Independence
Day
7 8 9 10 11 12 13
14 15 16 17 18 19 20

21 22 23 24 25 26 27
28 29 30 31 1 2 3
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AUG 2024

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 28 29 30 31 1 2 3

4 5
CC
6 7 8 9 10
End of Summer
Break CC Finance
11 12 13 14 15 16 17
CC Policy &
Services City/Schools
18 19 20 21 22 23 24
CC Finance
Rail
25 26 27 28 29 30 31
CC (optional
additional date)
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SEPT 2024

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 1 2 3 4 5 6 7
Labor Day Finance
8 9 10 11 12 13 14
CC Policy &
Services
15 16 17 18 19 20 21
CC Finance
Rail City/Schools
22 23 24 25 26 27 28
CC (alternate)
BCC
Recognition
Event
29 30 1 2 3 4 5
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OCT 2024

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 29 30 1 2 3 4 5
Finance
6 7 8 9 10 11 12
CC Policy &
Services
13 14 15 16 17 18 19
Indigenous Peoples
Day
Finance
Rail City/Schools
20 21 22 23 24 25 26
CC
27 28 29 30 31 1 2
CC (alternate)
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1 4
NOV 2024

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 27 28 29 30 31 1 2

3 4 5 Election 6 7 8 9
CC Finance
10 11 12 13 14 15 16
Veterans Day Policy &
Services
17 18 19 20 21 22 23
CC Finance
Rail City/Schools
24 25 26 27 28 29 30
CC (alternate) Thanksgiving
Day
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DEC 2024

SUNDAY MONDAY TUESDAY WEDNESDAY THURSDAY FRIDAY SATURDAY 1 2 3 4 5 6 7
CC Finance
8 9 10 11 12 13 14
CC Policy &
Services
15 16 17 18 19 20 21
CC Finance
Rail City/Schools Start of Winter
Break
22 23 24 25 26 27 28
Christmas
29 30 31 1 2 3 4
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NOT YET APPROVED

20231115 th 0140223
Resolution No. ________

Resolution of the Council of the City of Palo Alto Establishing the Council Calendar of Meetings, Summer and Winter Breaks, and Schedule of Events for Calendar Year 2024

R E C I T A L S

A. Pursuant to Section 2.04.010 of the Municipal Code, the City Council must schedule its annual summer and winter breaks for each calendar year no later than the third meeting in February.

B. The Council also wishes to establish a calendar of meetings and schedule of events for 2024.

NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows:

SECTION 1. The City Council’s summer break for calendar year 2024 is scheduled for Tuesday, June 25, 2024 through Sunday, August 4, 2024 and its winter break is scheduled for Friday, December 20, 2024 through Sunday, January 5, 2025.

SECTION 2. The City Council adopts a regular calendar of meetings of the Council, the Finance Committee, the Policy & Services Committee, and the Rail Committee (including holidays and days of significance); a schedule of Council events; and a calendar of Heritage and Awareness Months, as set forth in Attachment A, which is incorporated into the resolution by reference.

Council and committee meetings dates are subject to change as directed by the Mayor or committee chair in consultation with the City Manager or designee.

/ /

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NOT YET APPROVED

20231115 th 0140223

SECTION 3. The Council finds that the adoption of this resolution not a project under the California Environmental Quality Act (CEQA) Guidelines 15378(b)(5) because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment and thus, an environmental assessment under CEQA is not required.

INTRODUCED AND PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST: APPROVED:

___________________________________ ____________________________________ City Clerk Mayor

APPROVED AS TO FORM:

______________________________ ____________________________________ City Attorney City Manager

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City Council
Staff Report
From: COUNCIL APPOINTED OFFICERS COMMITTEE
Report Type: ACTION ITEMS
Lead Department: Human Resources
Meeting Date: December 11, 2023
Report #:2311-2213
TITLE
Approval of Amendments to the Employment Agreements between the City of Palo Alto and Council Appointed Officers, specifically the City Manager, and City Attorney and Adoption of Amended Resolution Amending Appointment Term for Interim City Clerk through March 31, 2024 and salary adjustment. CEQA Status - Not a Project

RECOMMENDATION
Staff recommends that the City Council approve and authorize the Mayor to execute the following contract amendments for Council Approved Officers and Adoption of Amended Resolution Amending Appointment Term for Interim City Clerk:

1. Amendment No. 11 to Employment Agreement between the City of Palo Alto and Molly S. Stump (Attachment A);

2. Amendment No. 5 to Employment Agreement between the City of Palo Alto and Ed Shikada (Attachment B); and

3. Amendment to Resolution Amending Appointment Term for Interim City Clerk through March 31, 2024, and salary adjustment in alignment with increase for all unrepresented Management and Professional employees (Attachment C)

BACKGROUND / DISCUSSION
The City Council has completed annual merit reviews for Council Appointed Officers (CAOs):

City Attorney Molly S. Stump and City Manager Ed Shikada for the prior fiscal year’s performance (FY 2023).

Staff has been directed by City Council to forward amendments to employment agreements to implement merit- based increases to the CAO’s annual salaries, effective July 1, 2022, as follows:
•City Attorney Molly S. Stump, merit increase of 7% from $335,750 to $359,258 (Attachment A);
•City Manager Ed Shikada, merit increase of 7% from $381,372 to $408,096 (Attachment B).

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As appointed officers of the Council, the City Attorney and City Manager1 are employed under employment agreements specifying that performance and salary are evaluated annually.

The following paragraph is the specific provision in the City Manager’s employment agreement that addresses salary adjustments:

Salary Adjustments. Not less than once each year, the City Council shall meet for the express purpose of evaluating the performance of Shikada and determining whether to grant him an increase in annual base salary based on performance. The City Council will act in good faith in determining whether to provide an increase based on performance, but the ultimate decision in this regard is within the sole discretion of the City Council.

The Council may also adjust Shikada’s annual base salary due to labor market and/or internal equity conditions.

The City Attorney’s employment agreement contains a similar provision.

For the FY 2023 performance evaluation period, City Council completed evaluations for the City Manager, and City Attorney. Council completed the evaluations with the assistance of an outside consultant. The consultant, a professional with the firm MRG, facilitates CAO evaluations with many agencies throughout California. The process includes surveys, 1-1 interviews, and facilitated closed session discussions as appropriate under the Brown Act.

At the conclusion of the CAO evaluation process, Council directed staff to prepare amendments reflecting a 7% increase to the salaries of the City Attorney and the City Manager, amendments are attached to this staff report as exhibits. The 7% increase to the salary the only changes to the agreements and all other terms and conditions remain the same.

Resolution Amending Appointment Term for City Clerk and Salary Adjustment City Clerk Lesley Milton provided the City Council notice that she was resigning effective May 19, 2023 to take a new opportunity at another California city. On May 1, 2023, the Council Appointed Officers (CAO) Committee met to discuss a recommendation to the City Council regarding the City Clerk vacancy. On May 22, 2023 the City Council interviewed one candidate followed by their request to HR Director to take steps to have Mahealani Ah Yun appointed as the Interim City Clerk through December 1, 2023 or until the formal executive recruitment is completed, whichever is sooner. (Attachment C).

The executive recruitment is still in process. The posting for this recruitment was opened in September 2023 and closed on October 22, 2023. The City Council is in process of scheduling formal interviews. Since the recruitment process is not complete it is necessary to amend the 1 Previous Employment Agreements of the City Attorney and the City Manager (Pg. 109) Item 10
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appointment term and extend the interim appointment through March 31, 2024 or until the formal executive recruitment is completed, whichever is sooner.

In addition, the amendment to the contract includes a 4% salary increase, the same increase received by the Unrepresented Management and Professional employees. This salary increase will be paid retroactive to July 1, 2023, consistent with the Unrepresented Management and Professional employees unit, and will result in an annual salary of $126,152 .

FISCAL/RESOURCE IMPACT
The additional cost for CAO salary increases of approximately $55,800 for the CAO positions is expected to be funded in the respective departmental FY 2024 Adopted Budgets as these adjustments are in alignment with unrepresented management professional wage assumptions. Staff will incorporate these changes ongoing in the development of the FY 2025 Proposed Budget.

STAKEHOLDER ENGAGEMENT
Employment agreements of local public agency executives are required to be voted on in open session when change in salary or benefits is proposed to provide transparency for stakeholders.

ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by the California Environmental Quality Act (CEQA) in that the amendments to the employment agreements are personnel-related actions. CEQA Guidelines Section 15378(b)(2).

ATTACHMENTS
Attachment A: Amendment No. 11 to the Employment Agreement between the City of Palo Alto and Molly Stump
Attachment B: Amendment No. 5 to the Employment Agreement between the City of Palo Alto and Edward Shikada
Attachment C: Amendment to Resolution Amending Appointment Term for Mahealani Ah Yun as the Palo Alto Interim City Clerk
APPROVED BY:

Sandra Blanch, Human Resources Director
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1 AMENDMENT NO. ELEVENTEN TO EMPLOYMENT

AGREEMENT BETWEEN THE CITY OF PALO ALTO
AND
MOLLY S. STUMP
This AMENDMENT NO. ELEVENTEN to the EMPLOYMENT
AGREEMENT(“Agreement”) is entered into on December 11, 2023 November 28, 2022 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“City”), and MOLLY S. STUMP (“Stump”), an individual, located at 250 Hamilton Avenue 8th Floor, Palo Alto, CA.

R E C I T A L S:

WHEREAS, the original EMPLOYMENT AGREEMENT between the City of Palo Alto and Molly S. Stump, attached hereto and incorporated herein as Exhibit “A” was entered into between the parties for the services of City Attorney on or about April 18, 2011; and WHEREAS, AMENDMENT NO. ONE to the Agreement, attached hereto and incorporated herein as Exhibit “B” was entered into between the parties on or about March 24, 2014; and
WHEREAS, AMENDMENT NO. TWO to the Agreement, attached hereto and incorporated herein as Exhibit “C” was entered into between the parties on or about December 8, 2014; and
WHEREAS, AMENDMENT NO. THREE to the Agreement, attached hereto and incorporated herein as Exhibit “D” was entered into between the parties on or about February 1, 2016; and
WHEREAS, AMENDMENT NO. FOUR to the Agreement, attached hereto and incorporated herein as Exhibit “E” was entered into between the parties on or about December 12, 2016; and
WHEREAS, AMENDMENT NO. FIVE to the Agreement, attached hereto and incorporated herein as Exhibit “F” was entered into between the parties on or about November 6, 2017; and
WHEREAS, AMENDMENT NO. SIX to the Agreement, attached hereto and incorporated herein as Exhibit “G” was entered into between the parties on or about December 17, 2018; and
WHEREAS, AMENDMENT NO. SEVEN to the Agreement, attached hereto and incorporated herein as Exhibit “H” was entered into between the parties on or about December 17, 2019; and
WHEREAS, AMENDMENT NO. EIGHT to the Agreement, attached hereto and incorporated herein as Exhibit “I” was entered into between the parties on or about June 22, 2020; and
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Amendment No. 11 to
the Employment
Agreement between the
City of Palo Alto and
Molly Stump

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2 WHEREAS, AMENDMENT NO. NINE to the Agreement, attached hereto and incorporated herein as Exhibit “J” was entered into between the parties on or about December 13, 2021; and
WHEREAS, AMENDMENT NO. TEN to the Agreement, attached hereto and incorporated herein as Exhibit “K” was entered into between the parties on or about November 28, 2022; and
WHEREAS, the parties wish to amend the Agreement;
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree:

SECTION 1: Section 3.1 of the Agreement, Compensation, is hereby amended to read as follows:

At the recommendation of the Palo Alto City Council Appointed Officers Committee (CAO) and consistent with annual merit practices, effective the first full pay period following July 1, 20232, Stump will receive a base annual salary of Three Hundred Fifty Nine Thousand Two Hundred and Fifty EightThirty-Five Thousand Seven- Hundred Fifty dollars ($359,25835,750), paid on City’s normal paydays. Stump shall be an exempt employee under applicable wage and hour law and her base salary shall be compensation for all hours worked. City agrees that the amount of Stump's base annual salary shall not decrease, except as part of a permanent decrease that is consistent with the Fair Labor Standards Act and that is applicable to either all Council Appointed Officers or all City Executive Staff (which includes all Council Appointed Officers).

SECTION 2. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written.

Attest: City of Palo Alto
Approved as to form: Molly S. Stump
Attachments:

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Amendment No. 11 to
the Employment
Agreement between the
City of Palo Alto and
Molly Stump

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3 EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND MOLLY S. STUMP AMENDMENTS NO. ONE THROUGH NO. TENNINE.

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Attachment A -
Amendment No. 11 to
the Employment
Agreement between the
City of Palo Alto and
Molly Stump

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1 AMENDMENT NO. FIVEFOUR TO EMPLOYMENT AGREEMENT

BETWEEN

THE CITY OF PALO ALTO
AND

EDWARD SHIKADA
This AMENDMENT NO. FIVEFour to the EMPLOYMENT AGREEMENT (“Agreement”) is entered into on, December 11, 2023November 28, 2022 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“City”), and Edward Shikada (“Shikada”), an individual, located at 250 Hamilton Avenue 7 th Floor, Palo Alto, CA.

R E C I T A L S:

WHEREAS, the original EMPLOYMENT AGREEMENT between the City and Shikada, attached hereto and incorporated herein as Exhibit “A” was entered between the parties for the services of City Manager on or about September 18, 2018; and WHEREAS, AMENDMENT NO. ONE to the Agreement, attached hereto and incorporated herein as Exhibit “B” was entered between the parties on or about December 16, 2019; and
WHEREAS, AMENDMENT NO. TWO to the Agreement, attached hereto and incorporated herein as Exhibit “C” was entered between the parties on or about June 22, 2020; and
WHEREAS, AMENDMENT NO. THREE to the Agreement, attached hereto and incorporated herein as Exhibit “D” was entered between the parties on or about December 13, 2021; and
WHEREAS, AMENDMENT NO. Four to the Agreement, attached hereto and incorporated herein as Exhibit “E” was entered between the parties on or about November 28, 2022; and
WHEREAS, the parties wish to amend the Agreement;
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree:

SECTION 1. Section 4.1 of the Agreement, Initial Compensation, is hereby amended to read as follows:

Item 10
Attachment B -
Amendment No. 5 to the
Employment Agreement
between the City of Palo
Alto and Edward Shikada

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2 4.1. Compensation. At the recommendation of the Palo Alto City Council Appointed Officers Committee (CAO) and consistent with annual merit practices, effective the first full pay period following July 1, 20232, Shikada will receive a base annual salary of Four Hundred Eight Thousand and Ninety SixThree Hundred eighty-one thousand three hundred and seventy-two dollars ($408,096381,372). This amount is subject to authorized or required deductions and withholding, prorated and paid on City’s regular paydays. Shikada is an exempt employee under applicable wage and hour law and his base salary shall be compensation for all hours worked. The City agrees that the amount of Shikada’s base annual salary will not decrease, except as part of the permanent decrease that is consistent with the Fair Labor Standards Act.

SECTION 2. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written.

ATTEST: CITY OF PALO ALTO
City Clerk Mayor
APPROVED AS TO FORM: EDWARD SHIKADA
City Attorney
Attachments:

EXHIBIT A: EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PALO

ALTO AND EDWARD SHIKADA
EXHIBIT B: AMENDMENTS NO. ONE THROUGH NO. FOURTHREE TO

SHIKADA EMPLOYMENT AGREEMENT
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Attachment B -
Amendment No. 5 to the
Employment Agreement
between the City of Palo
Alto and Edward Shikada

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NOT YET APPROVED
Resolution No.

A Resolution of the City Council for the City of Palo Alto Amending Appointing Appointment Term for Mahealani Ah Yun as the Palo Alto Interim City Clerk.

R E C I T A L S
A. The Palo Alto City Charter specifies the duties and functions of the City Clerk for the City of Palo Alto;
B. The Charter further specifies that the City Council shall appoint the City Clerk; C. The Council received notification that City Clerk Lesley Milton was resigning effective May 19, 2023;
D. The Council approved the Council Appointed Officers Committee recommendation to direct staff to initiate an internal recruitment for interim City Clerk by posting position; E. The Council, on June 5, 2023, appointed Mahealani Ah Yun, as interim City Clerk for the City of Palo Alto for a term ending December 1, 2023 or upon completion of the formal executive recruitment;
E.F.The executive recruitment is in progress, however not complete requiring an extension of the appointment term through March 31, 2023 or upon completion of the executive recruitment process.

NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows:

SECTION 1. The Council hereby extends the appointment of Mahealani Ah Yun, as interim City Clerk for the City of Palo Alto;
SECTION 2. Mahealani Ah Yun shall serve as interim City Clerk at the will of the Council as provided by the Charter, and shall further serve according to all of the terms and provisions of the Charter and the Municipal Code; and
SECTION 3. This resolution shall be effective immediately. The appointment of Mahealani Ah Yun as interim City Clerk shall end on December March 31, 2023 2024 or on the completion of the formal executive recruitment, including any amendment, extension or termination approved by the Council, whichever is sooner.

INTRODUCED AND PASSED: June 5, 2023
AYES: BURT, KOU, LAUING, LYTHCOTT-HAIMS, STONE, TANAKA, VEENKER Item 10
Attachment C -
Amendment to
Resolution Amending
Appointment Term for
Mahealani Ah Yun as the
Palo Alto Interim City
Clerk

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NOES:

ABSENT:

ABSTENTIONS:

ATTEST:

City Clerk Mayor
APPROVED AS TO FORM: APPROVED:

Assistant City Attorney City Manager
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Amendment to
Resolution Amending
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Palo Alto Interim City
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City Council
Staff Report
From: City Manager
Report Type: INFORMATION REPORTS
Lead Department: City Manager
Meeting Date: December 11, 2023
Report #:2311-2276
TITLE
Surveillance Technology Report for Fiscal Year 2023; CEQA Status – Not a Project.

RECOMMENDATION
This is an informational report about the City’s use of surveillance technology in Palo Alto during the Fiscal Year 2023, and no City Council action is required.

BACKGROUND
In September 2019, Council adopted the Surveillance and Privacy Protection Ordinance establishing criteria and procedures for protection of personal privacy when considering the acquisition and use of surveillance technologies by the City. 1 Codified in the Municipal Code at Chapter 2.30, Part 6A, the ordinance also outlines ongoing monitoring and annual reporting of such technologies. Annual reporting must include the following information pursuant to PAMC section 2.30.680(a):

1. A description of how each Council-approved surveillance technology was used, including whether it captured images, sound, or information regarding members of the public who are not suspected of engaging in unlawful conduct;

2. Whether and how often data acquired through the use of the surveillance technology was shared with outside entities, the name of any recipient entity, the types of data disclosed, and the reason for the disclosure;

3. A summary of any community complaints or concerns about the surveillance technology;

4. Non-privileged and non- confidential information regarding the results of any internal audits, information about violations of the surveillance use policy, and any actions taken in response; 1 City Council 9/10/2018, https://www.cityofpaloalto.org/files/assets/public/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2018/8834.pdf?t=63216.52 Item 11
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5. Whether the surveillance technology has been effective at achieving its identified purpose;

6. The number and nature of Public Records Act requests relating to the surveillance technology;

7. Annual costs for the surveillance technology and for compliance with this surveillance and privacy protection ordinance, including personnel and other ongoing costs, and sources of funding; and

8. Other relevant information as determined by the City Manager.

This report covers activity in Fiscal Year 2023.

ANALYSIS
Pursuant to the approved ordinance, the following departmental activities are summarized in the body of this report.

PUBLIC SAFETY
eCitation Devices. On March 14, 2022, Council approved the acquisition of handheld electronic citation devices with Optical Character Recognition (OCR) technology for the purposes of traffic violation enforcement by police officers2. When in use, the cameras capture license plate images that are processed through OCR analysis to call up the vehicle make, and model information used to issue citation violations. The technology improves accuracy of information as well as eliminating the need for manual entry into the Records Management System (RMS). In FY 2023, the total contract and maintenance costs to the General Fund was $23,714.

Since its implementation in September 2023, the department has issued over 300 citations, leading to a substantial reduction in staff processing time. Citations are automatically uploaded into both the City’s Records Management System (RMS) and the Santa Clara Traffic Court system.

To date, there have been no complaints registered nor any Public Records Act (PRA) requests.

Fixed Automated License Plate Recognition (ALPR). On April 3, 2023, Council approved the contract with Flock Safety to implement fixed ALPR surveillance technology as well as approved a use policy for the new camera equipment 3. ALPR technology uses a combination of cameras and computer software to scan the license plates of passing vehicles and other vehicle characteristics such as make, model, type, and color. The technology has the ability to provide real-time alerts when stolen or wanted vehicles enter an area and provides enhanced 2 City Council Meeting 3/14/2022, Agenda Item #9, PDF Page 113, https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/city-council- agendas-minutes/2022/20220314/20220314pccsm-amended-final-revised-ppt.pdf 3 City Council Meeting 4/3/2023, https://www.cityofpaloalto.org/files/assets/public/v/1/police- department/public-information-portal/alpr-staff-report-4-3-2023.pdf Item 11
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investigative capabilities when a crime has already occurred. The contract cost in FY 2023 was $61,900 and was paid using General Fund money.

ALPR data sharing among local law enforcement partners allows agencies to collaboratively investigate, identify and apprehend multi-jurisdictional offenders, or those who commit crimes in one jurisdiction but reside in another. The City currently has a Memorandum of Understanding (MOU) with local agencies listed in Attachment A, where data is shared for legitimate law enforcement investigative purposes related to a specific criminal investigation. To date, there have been no registered complaints or violations reported. The department received one Public Records Act (PRA) request during the reporting period4, the information provided included:

1. Log report of dates and times between 1/1/2021- 11/15/2023 the mobile ALPR equipped patrol vehicle was accessed by an officer.

2. Policy 462: Automated License Plate Reader.

3. Report on 2021 ALPR scans (i.e., plates photographed by the mobile ALPR), valid reads (i.e., photographs translated into a license plate that could be queried), misreads (i.e., photographs that the system translated into an incorrect license plate, and hits (reads that corresponded to a stolen vehicle, stolen plate, warranted vehicle, etc.).

TRANSPORTATION
Automatic License Plate Recognition (ALPR) Parking Enforcement. In February 2021, Council approved the use of license plate recognition technology to be used for parking enforcement and permit management. 5 ALPR technology captures images of license plates to identify vehicle information and track parking time.

During the reporting period, there have been no formal complaints filed, violations of its use, nor PRA requests. In assessing its effectiveness, ALPR has been successful in supporting City Residential Preferential Parking programs, providing both enforcement and permit management efficiencies. Future use of ALPR will include use in public garages and lots such as California Avenue garage, as well as other Downtown garages where Parking Guidance System (provides real-time car parking information such as vehicle and slot counts) is planned for deployment. The total annual contract cost is $7,500 funded by the Parking Management and System Implementation Capital Improvement Project (CIP).

Traffic Data Collection Cameras. In April 2021, Council approved the use of video technology for traffic data collection 6. The low-resolution video is used to collect bicycle, pedestrian, parking 4 Public Records Request for ALPR Data 11/6/2022 https://www.cityofpaloalto.org/files/assets/public/v/1/city- manager/misc/public-records-act-request-and-response-for-alpr-data.pdf 5 City Council Meeting 2/22/2021, https://www.cityofpaloalto.org/files/assets/public/v/2/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2021/id-11492.pdf 6 City Council Meeting 4/5/2021, https://www.cityofpaloalto.org/files/assets/public/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2021/id-11985.pdf Item 11
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occupancy and vehicular turning movement counts. Data collected is used to inform appropriate traffic control measures or roadway improvements, signal timings, pedestrian, and bicycle roadway improvements. It does not collect or retain audio, visual, location, nor other personally identifiable information of people or vehicles.

During the reporting period, no data was shared with outside entities, nor were there any technology use violations. In response to public concerns about the use of the technology, visible and clear information was posted at the location of each camera that clearly identified its use, recording period, service provider name and phone number. The use of the cameras was successful at achieving its intended purpose and provided important and accurate data that otherwise would have been expensive to collect manually. Annual costs associated with the use of the cameras was $200,000, paid by Capital Improvement Program and the General Fund.

EXEMPT SURVEILLANCE EQUIPMENT INCLUDED FOR INFORMATION ONLY The surveillance ordinance excludes the following surveillance technology, among others, from reporting:
•Any technology that collects information exclusively on or regarding City employees or contractors;
•Any technology used as part of the Foothills Fire Early Warning System to detect fires within the following area:
oWest Side: Skyline Blvd (Hwy 35) from Route 84 (Woodside Rd/La Honda Rd.) to Hwy 9
oNorth Side: Route 84 from Skyline to Alameda de las Pulgas oEast Side: Alameda de las Pulgas to Santa Cruz Ave to Junipero Serra Rd. to Foothill Expwy.
oSouth Side: Draw a line from the intersection of Hwy 9 at Hwy 35 to the intersection of Foothill Expwy at Magdalena.

The following two surveillance systems fall under these exemptions but are included in this report for Council awareness.

Foothills Fire Safety Cameras. As part of the improvements to the Foothills Management Plan the Office of Emergency Services deployed several AlertWildfire cameras in the Foothills for early detection of wildfires as part of an interagency and countywide effort.

Electric Station Perimeter Security Cameras. Following the recommendations of a commissioned security risk assessment of all the City’s electric substations, and supported by Federal regulation, the City installed perimeter lighting and cameras upgrades. The completed system consists of lighting poles installed at specific perimeter locations at the nine electric substations, with downward facing pendant light fixtures that have prismatic glass to reduce LED glare, intelligent foot-candle control for accurate lighting distribution where directed, dimming features to keep the foot candle level low unless a trespasser is sensed, and visors to limit light Item 11
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pollution. Video cameras were also be mounted on the poles, with analytics added at the Utility Control Center that will allow for alarming, detection, and quick review of camera footage.

Because the location of the substations and its cameras are only accessible to City employees and its contractors, it is considered exempt.

STAKEHOLDER ENGAGEMENT
Presenting this information to the public, parallel to its transmittal to the City Council, ensures that stakeholders throughout the community remain appraised of the City’s ongoing acquisition and work in surveillance technologies and privacy protections.

ENVIRONMENTAL REVIEW
This item is an informational report with no action required by the Council, and therefore it is not a project under the California Environmental Quality Act (CEQA).

ATTACHMENTS:

Attachment A – List of agencies sharing Police ALPR data within MOU terms APPROVED BY:

Ed Shikada, City Manager
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ATTACHMENT A
ALPR data is shared with the below entities, pursuant to MOU, on an on-going basis. Data is shared for legitimate law enforcement investigative purposes if responsive to a specific query made by an entity relating to a specific criminal investigation.

Campbell Police Department
Capitola Police Department
Carmel Police Department
City of Dixon Police Department
Colma Police Department
East Palo Alto Police Department
El Cerrito Police Department
Fairfield Police Department
Folsom Police Department
Fremont Police Department
Hillsborough Police Department
Livermore Police Department
Los Gatos Monte Sereno Police Department
Menlo Park Police Department
Milpitas Police Department
Mountain View Police Department
Oakley Police Department
Pleasanton Police Department
Redwood City Police Department
San Jose Police Department
San Mateo County Sheriff’s Office
Santa Clara Police Department
Seaside Police Department
Solano County Sheriff’s Office
Suisun City Police Department
Union City Police Department
Walnut Creek Police Department
Watsonville Police Department
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Agencies sharing Police
ALPR data within MOU
terms

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City Council
Supplemental Report
From: Mahealani Ah Yun, Interim City Clerk
Meeting Date: December 11, 2023
Item Number: 1
Report #:2312-2323
TITLE
Supplemental Memo - Approval of Minutes from November 27, 2023 Meeting

RECOMMENDATION
That the amended minutes be reviewed and approved.

BACKGROUND
The November 27, 2023 minutes were amended to reflect Council Member Veenker’s intention to recuse herself from the second reading of the Stanford University Medical Center (SUMC) Development Agreement (agenda item number 13).

ATTACHMENTS
Supplemental Attachment A: Amended November 27, 2023 Draft Action Minutes APPROVED BY:

Mahealani Ah Yun, Interim City Clerk
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CITY COUNCIL

DRAFT ACTION MINUTES

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Special Meeting
November 27, 2023
The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 5:30 P.M.

Present In Person: Burt, Kou, Lauing, Lythcott-Haims, Stone, Tanaka, Veenker Present Remotely:

Absent:

Special Orders of the Day

1. Presentation on 2023 Palo Alto Community Health Fair Gratitude & Better Health

2. Proclamation Honoring iSing’s Performance at the 2023 World Choir Games

Closed Session

3. CONFERENCE WITH LABOR NEGOTIATORS Authority: Cal. Gov. Code section 54957.6; Agency representative: Jeremy Dennis, MRG; Unrepresented Employees: City Manager and City Attorney
MOTION: Vice Mayor Stone moved, seconded by Mayor Kou to go into Closed Session.

MOTION PASSED: 7-0

Council went into Closed Session at 5:54 P.M.

Council returned from Closed Session at 7:15 P.M.

Mayor Kou announced no reportable action.

Consent Calendar
Mayor Kou registered a no vote on Agenda Item Number 14.

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Sp. City Council Meeting
Draft Action Minutes: 11/27/2023
Council Member Tanaka registered a no vote on Agenda Item Number 7, 8, 9, 13.

Council Member Burt registered a no vote on Agenda Item Number 6.

MOTION: Council Member Lythcott-Haims moved, seconded by Mayor K ou to approve Agenda Item Numbers 4-15.

MOTION SPLIT FOR THE PURPOSE OF VOTING
MOTION PASSED ITEMS 4-5, 10-12, 15: 7-0
MOTION PASSED ITEM 6: 6-1, Burt no
MOTION PASSED ITEMS 7, 8, 9: 6-1, Tanaka no
MOTION PASSED ITEM 13: 6-1-1, Tanaka no, Veenker recused MOTION PASSED ITEM 14: 6-1, Kou no

4. Approval of Minutes from November 6, 2023 Meeting

5. Approval of Professional Services Contract Number C24185875 With Woodard & Curran in an Amount Not to Exceed $498,866 for the Sewer Master Plan Study Services for a Period of two Years

6. Adoption of a Resolution Approving a Consent and Direct Agreement With HA RNG 1 Lender LLC and Ameresco Half Moon Bay LLC Consenting to Ameresco Half Moon Bay LLC’s Assignment of its Rights in its 2005 Power Purchase Agreement With the City to HA RNG 1 Lender LLC , and Authorizing the City Manager or Designee to Execute any Documents Necessary to Administer Six Renewable Energy Power Purchase Agreements Approved From 2004-2010 in a Manner Consistent with the City Council‘s Prior Funding Authorization, the Palo Alto Municipal Code and City Council Approved Policies. CEQA Status – Not a Project under Public Resources Code 21065

7. Approval of Budget Amendments in the Residential Housing In-Lieu Fund and the General Fund to Reflect Prior City Council Funding Commitments for the Development of 525 East Charleston Road/Mitchell Park Place and Authorization of 525 East Charleston Road/Mitchell Park Place Loan Preparation and Execution

8. Approval of Amendment No. 5 to Contract No. C12142825 with NV5, Inc. to add $295,083, increasing the not- to-exceed amount to $2,176,406, for Right -of-Way Appraisal and Acquisition Support for the Newell Road/San Francisquito Creek Bridge Replacement Project, Capital Improvement Program Project PE -12011. CEQA: Environmental Impact Report for Newell Road/San Francisquito Creek Bridge (Resolution No.9889).

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Sp. City Council Meeting
Draft Action Minutes: 11/27/2023

9. Approval of a License Agreement with Equinix, LLC for a Three -Year Term in an Amount Not-to-Exceed $536,528, and Authorization of a Contingency Amount Not- To-Exceed $106,900 for Related, Additional but Unforeseen Services Which may Develop During the Project; CEQA Status - Not a Project

10. Approval of Amendment Number 2 of Six Development Services On -Call Consulting Contracts to Increase the Not-to-Exceed amount by $3.40 million for a Total Not to Exceed $9.75 Million Through December 2024 to Provide Expertise for Plan Review and Inspection Services With all Work Subject to Assigned Task Order and Availability of Funds; Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(b)(3).

11. Approval of Two Sublease Agreements with Palo Alto Community Child Care and Kids Choice for an Initial 12-Month Term

12. Approval of Purchase Orders with WESCO (Representative of EATON/COOPER) and Anixter (Representative of S&C) to Purchase Dielectric Switches for Electric Grid Modernization in an Annual amount of $2,000,000 for Five Years for a Total -Not-to- Exceed Amount of $10,000,000

13. SECOND READING: Adoption of an Ordinance Amending the Stanford University Medical Center (SUMC) Development Agreement Adjusting the Timeline for Achieving the SUMC Alternative Mode Share Targets. Zoning District: HD (Hospital District). Environmental Review: Project is Consistent with the 2011 Certified Environmental Impact Report (EIR) for the SUMC Facilities Renewal and Replace ment Project. (FIRST READING: October 23, 2023 PASSED 4-2-1, Lythcott-Haims and Tanaka No, Veenker Recused)

14. SECOND READING: Interim Ordinance Temporarily Continuing Expansion of Outdoor Dining Retail and Other Activities until December 31, 2024 (FIRST READING: November 7, 2023 PASSED 5-2, Kou, Veenker no)

15. SECOND READING: Adoption of an Ordinance Renewing the Police Department's Military Equipment Use Policy Under AB 481 (FIRST READING: November 13, 2023 PASSED 7-0)

Action Items

16. PUBLIC HEARING: Adoption of an Ordinance Amending the Palo Alto Municipal Code to Add Chapter 9.65 and Amend Chapter 9.72 to Establish a Mandatory Registry Program of Residential Rental Units in the City of Palo Alto; Provide Direction to Staff on the Rental Registry Program Implementation. CEQA Status – Exempt under CEQA Guidelines Section 15061(b)(3).

MOTION: Vice Mayor Stone moved, seconded by Council Member Veenker to:

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Draft Action Minutes: 11/27/2023

1. Adopt an Ordinance (Attachment A) establishing a mandatory rental registry program that collects rental unit information for multifamily units and single-family rental units, enables cost recovery fees, and allows for enforcement.

2. Direct staff to commence with a phased implementation initially with multifamily housing (3-units and above), and return to Council to evaluate the potential expansion to all rental properties including single family homes at the end of year two.

3. Return to Council with a contract for professional services, authorization for one new full- time position in FY 2024-2025, and resolutions as detailed in the staff report.

4. Direct staff to survey existing enforcement mechanisms and Ghost House (extended vacancy) data collection in other jurisdictions and return to Council by end of calendar year 2024.

5. Amend Attachment A to include an event -based registration on unlawful detainers and rent increases.

MOTION PASSED: 6-1, Tanaka no

17. Policy and Services Committee Recommendations for Changes to the City Council Procedures and Protocols Handbook based on Prior City Council Referrals Agenda Item 17 was deferred to a date to be determined.

Adjournment: The meeting was adjourned at 10:57 P.M.

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Sp. City Council Meeting
Draft Action Minutes: 11/27/2023

ATTEST: APPROVED:
____________________ ____________________
City Clerk Mayor NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC)

2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section

2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423 , the City Council
found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City’s website.

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City Council
Supplemental Report
From: Sandra Blanch, Human Resources Director
Meeting Date: December 11, 2023
Item Number: 10
Report #:2312-2310
TITLE
Supplemental Memo - Approval of Amendments to the Employment Agreements between the City of Palo Alto and Council Appointed Officers, specifically the City Manager, and City Attorney and Adoption of Amended Resolution Amending Appointment Term for Interim City Clerk through March 31, 2024 and salary adjustment. CEQA Status - Not a Project

RECOMMENDATION
This report provides supplemental information including a corrected Attachment C. No change to the staff recommendation in the agenda item staff report is included.

DISCUSSION
The posted staff report or Item 101 on the December 11, 2024 City Council agenda contained two typographical errors and this supplemental report corrects for those errors:
•The effective date of the merit-based increases to the CAO annual salaries is effective July 1, 2023 (not 2022 as stated in the posted Staff Report.) •Attachment C also contained a typographical error. In F. the extension of the appointment term is through March 31, 2024 (not 2023 as previously stated.) A revision is attached with correction and supersedes the posted report.

ATTACHMENTS
Attachment C: Revised Amendment to Resolution Amending Appointment Term for Mahealani Ah Yun as the Palo Alto Interim City Clerk
APPROVED BY:

Sandra Blanch, Human Resources Director
1 City Council, December 11, 2024 Agenda Item #10,
https://cityofpaloalto.primegov.com/meetings/ItemWithTemplateType?id=3568&meetingTemplateType=2&comp iledMeetingDocumentId=8578
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NOT YET APPROVED
Resolution No.

A Resolution of the City Council for the City of Palo Alto Amending Appointing Appointment Term for Mahealani Ah Yun as the Palo Alto Interim City Clerk.

R E C I T A L S
A. The Palo Alto City Charter specifies the duties and functions of the City Clerk for the City of Palo Alto;
B. The Charter further specifies that the City Council shall appoint the City Clerk; C. The Council received notification that City Clerk Lesley Milton was resigning effective May 19, 2023;
D. The Council approved the Council Appointed Officers Committee recommendation to direct staff to initiate an internal recruitment for interim City Clerk by posting position; E. The Council, on June 5, 2023, appointed Mahealani Ah Yun, as interim City Clerk for the City of Palo Alto for a term ending December 1, 2023 or upon completion of the formal executive recruitment;
E.F.The executive recruitment is in progress, however not complete requiring an extension of the appointment term through March 31, 2024 or upon completion of the executive recruitment process.

NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows:

INTRODUCED AND PASSED: June 5, 2023
AYES: BURT, KOU, LAUING, LYTHCOTT-HAIMS, STONE, TANAKA, VEENKER Item 10
Supplemental Attachment
C - Revised Amendment
to Resolution Amending
Appointment Term for
Mahealani Ah Yun as the
Palo Alto Interim City
Clerk

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NOES:

ABSENT:

ABSTENTIONS:

ATTEST:

City Clerk Mayor
APPROVED AS TO FORM: APPROVED:

Assistant City Attorney City Manager
Item 10
Supplemental Attachment
C - Revised Amendment
to Resolution Amending
Appointment Term for
Mahealani Ah Yun as the
Palo Alto Interim City
Clerk

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Palo Alto City CouncilDecember 11, 2023

Palo Alto City Council
December 11, 2023