Menlo Park City Council
January 11, 2022

Energy Services Contract
City of Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 15 of 54 ESC – CA Public
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result of its termination of operations, insolvency, liquidation, bankruptcy or similar occurrence. Unless otherwise specified, all warranties hereunder, including without limitation those for defects, whether latent or patent, in design, engineering, or construction, will terminate one (1) year from the date of Substantial Completion or Beneficial Use; and thereafter, ENGIE Services U.S. will have no liability for breach of any warranty or for any latent or patent defect of any kind pursuant to California Code of Civil Procedure §§337.1 and 337.15.

Section 9.04 Menlo Park and ENGIE Services U.S. have discussed the risks and rewards associated with this Project, as well as the Contract Amount to be paid to ENGIE Services U.S. for performance of the Work. Menlo Park and ENGIE Services U.S. agree to allocate certain of the risks so that, to the fullest extent permitted by Applicable Law, ENGIE Services U.S.’s total aggregate liability to Menlo Park and all third parties is limited to two times (2x) the Contract Amount, exclusive of applicable insurance, for any and all injuries, damages, claims, losses, expenses, or claim expenses (including attorney’s fees) arising out of this Contract from any cause or causes. Such causes include, but are not limited to, negligence, errors, omissions, strict liability, breach of contract, or breach of warranty.

ARTICLE 10. OWNERSHIP OF CERTAIN PROPERTY AND EXISTING EQUIPMENT Section 10.01 Ownership of Certain Proprietary Property Rights. (a) Ownership: Except as expressly provided in this Contract, Menlo Park will not acquire, by virtue of this Contract, any rights or interest in any formulas, patterns, devices, software, inventions or processes, copyrights, patents, trade secrets, other intellectual property rights, or similar items of property which are or may be used in connection with the Work. ENGIE Services U.S. will own all inventions, improvements, technical data, models, processes, methods, and information and all other work products developed or used in connection with the Work, including all intellectual property rights therein. (b) License: Solely in connection with the Facilities, ENGIE Services U.S. grants to Menlo Park a limited, perpetual, royalty-free, non-transferrable license for any ENGIE Services U.S. intellectual property rights necessary for Menlo Park to operate, maintain, and repair any modifications or additions to Facilities, or equipment delivered, as a part of the Work.
(c) Ownership and Use of Instruments of Service. All data, reports, proposals, plans, specifications, flow sheets, drawings, and other products of the Work (the “Instruments of Service”) furnished directly or indirectly, in writing or otherwise, to Menlo Park by ENGIE Services U.S. under this Contract will remain ENGIE Services U.S.’s property and may be used by Menlo Park only for the Work. ENGIE Services U.S. will be deemed the author and owner of such Instruments of Service and will retain all common law, statutory and other reserved rights, including copyrights. The Instruments of Service may not be used by Menlo Park or any Menlo Park Person for future additions or alterations to the Project or for other projects, without the prior written agreement of ENGIE Services U.S. Any unauthorized use of the Instruments of Service will be at Menlo Park’s sole risk and without liability to ENGIE Services U.S. If Menlo Park uses the Instruments of Service for implementation purposes, including additions to or completion of the Project, without the written permission of ENGIE Services U.S., Menlo Park agrees to waive and release, and indemnify and hold harmless, ENGIE Services U.S., its subcontractors, and their directors, employees, subcontractors, and agents from any and all Losses associated with or resulting from such use.

Section 10.02 Ownership of any Existing Equipment. Ownership of any equipment and materials presently existing at the Facilities on the Contract Effective Date will remain the property of Menlo Park even if such equipment or materials are replaced or their operation made unnecessary by work performed by ENGIE Services U.S. If applicable, ENGIE Services U.S. will advise Menlo Park in writing of all equipment and materials that will be replaced at the Facilities and Menlo Park will, within five (5) Business Days of ENGIE Services U.S.’s notice, designate in writing to ENGIE Services U.S. which replaced equipment and materials should not be disposed of off-site by ENGIE Services U.S. (the “Retained Items”). Menlo Park will be responsible for and designate the location and storage for the Retained Items.

ENGIE Services U.S. will be responsible for the disposal of replaced equipment and materials, except for the Retained Items. ENGIE Services U.S. will use commercially reasonable efforts to remove the Retained Items in such a manner as to avoid damage thereto, or if it is unreasonable to avoid damage altogether, to minimize the damage done. ENGIE Services U.S. will not be responsible for the removal and/or disposal of any Hazardous Substances except as required by the Scope of Work.

Section 10.03 Design Documents, Final Design, and “As-Built” Documents. Prior to delivery of the final Application for Payment, ENGIE Services U.S. shall deliver to Menlo Park the final design specifications for the Project, final “as-built” plans and drawings, and all shop drawings and test reports, including performance test reports and commissioning documents, as applicable.

ARTICLE 11. INDEMNIFICATION / LIMITATION ON LIABILITY
Section 11.01 Indemnification. In respect to claims arising solely from the performance of professional services as defined in California Civil Code Section 2782.8, ENGIE Services U.S. shall indemnify and hold Menlo Park, its officers, employees, agents, and volunteers harmless from and against any and all liability, claims, suits, actions, Resolution No. 6693

Energy Services Contract
City of Menlo Park and ENGIE Services U.S.

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damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, or other cause to the extent caused by the negligent, reckless, or intentional acts or omissions of ENGIE Services U.S., its employees, subcontractors, or agents, to the fullest extent allowed by law, except for any such claim arising out of the sole active negligence, or willful misconduct of the City, its officers, employees, agents, or volunteers.

Section 11.02 In respect to all other claims, to the fullest extent permitted by Applicable Laws, ENGIE Services U.S. will indemnify, defend with independent counsel reasonably approved by Menlo Park, and hold harmless Menlo Park, and its elected or appointed boards, officers, employees, agents and volunteers (“Indemnitees”) from and against any and all actions, claims, suits, demands, damages, disabilities, fines, penalties, losses, costs, expenses (including consultants’ and attorneys’ fees and other defense expenses) and liabilities of any nature (“Losses”) that may be asserted by any person or entity, to the extent arising out of ENGIE Services U.S.’s performance or activities hereunder, including the performance or activities of other persons employed or utilized by ENGIE Services U.S. in the performance of this Contract, excepting liabilities to the extent due to the sole active negligence or willful misconduct of the Indemnitees. This indemnification obligation will continue to bind the Parties after completion of the Work or the termination of this Contract.

Section 11.03 Menlo Park does not and shall not waive any rights that they may possess against ENGIE Services U.S. because of the acceptance by Menlo Park or the deposit with Menlo Park of any insurance policy or certificate required pursuant to this Contract. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.

Section 11.04 Waiver of Consequential Damages and Limitation of Liability. Except for damages resulting from the gross negligence or willful misconduct of a defaulting Party, the liability of a defaulting Party will be limited to direct, actual damages. Neither Party shall be liable to the other Party for any special, indirect, incidental or consequential damages whatsoever, whether in contract, tort (including negligence) or strict liability, including, but not limited to, operational losses in the performance of business such as lost profits or revenues or any increase in operating expense. Any Guarantee Payment(s) required to be made pursuant to Attachment E are excepted from the foregoing waiver.

ARTICLE 12. INSURANCE / BONDS
Section 12.01 ENGIE Services U.S. Insurance. ENGIE Services U.S. will maintain, or cause to be maintained, for the duration of this Contract, the insurance coverage outlined in (a) through (f) below, and all such other insurance as required by Applicable Law. Evidence of coverage will be provided to Menlo Park via an insurance certificate.
(a) Workers’ Compensation/Employers Liability for states in which ENGIE Services U.S. is not a qualified selfinsured. Limits as follows:
* Workers’ Compensation: Statutory
* Employers Liability: Bodily Injury by accident $1,000,000 each accident Bodily Injury by disease $1,000,000 each employee
Bodily Injury by disease $1,000,000 policy limit
(b) Commercial General Liability insurance with limits of:
* $1,000,000 each occurrence for Bodily Injury and Property Damage * $2,000,000 General Aggregate - other than Products/Completed Operations * $2,000,000 Products/Completed Operations Aggregate
* $1,000,000 Personal and Advertising Injury
* $ 100,000 Damage to premises rented to ENGIE Services U.S.

Coverage to be written on an occurrence form. Coverage to be at least as broad as ISO form CG 0001 (04/13) or its equivalent forms, without endorsements that limit the policy terms with respect to:
(1) provisions for severability of interest or (2) explosion, collapse, underground hazard. (c) Auto Liability insurance for owned, hired and non-owned vehicles with limits of $1,000,000 per accident.

Coverage to be written on an occurrence form.
(d) Professional Liability insurance with limits of:
* $1,000,000 per occurrence
* $1,000,000 aggregate
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Energy Services Contract
City of Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 17 of 54 ESC – CA Public
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If coverage is written on a claims-made basis, any retroactive date shall be no later than the start date of the work; and continuous coverage shall be maintained throughout the term of this Contract, including the performance of all Professional Services, to the extent applicable to such Professional Services. (e) Builders Risk Insurance shall be applicable only to building construction projects. ENGIE Services U.S. will cause to be taken out and maintain in the name of Menlo Park and ENGIE Services U.S. until final completion and acceptance of the project, all builder’s risk insurance including but not limited to coverage against loss of damage to the project by fire and lightning, extended coverage, vandalism, malicious mischief, flood, earthquake and collapse; said extended coverage shall cover loss or damage by explosion, windstorm, riot, aircraft, vehicle damage, smoke and other such hazards as are normally covered by such coverage. Such insurance (except the earthquake and flood coverage in the event that they are not fully or reasonably available) shall be in an amount equal to the replacement cost (without deduction for depreciation and subject to stipulated value in lieu of average clause) of all structures constituting any part of the work, excluding the cost of excavations, of grading and of filling of the land and except that such insurance (except earthquake and flood insurance) may be subject to deductible clauses not to exceed $100,000 for any one loss. Earthquake and flood insurance may be subject to deductible clauses not to exceed five percent (5%) of such replacement cost for any one loss. Such insurance will not cover loss or damage to ENGIE Services U.S. equipment, scaffolding or other materials not to be consumed in the construction of the project. (f) Umbrella/Excess Liability Insurance. Limits as follows:
* $5,000,000 each occurrence
* $5,000,000 aggregate
Coverage terms on the following form and limits to apply excess of the per occurrence and/or aggregate limits provided for Employers Liability, Commercial General Liability and Automobile Liability.
(g) Policy Endorsements.
* The insurance provided for Workers’ Compensation and Employers’ Liability above will contain a waiver of subrogation endorsement in favor of Menlo Park, its officers, officials, employees and volunteers to the extent of ENGIE Services U.S.’s contractual obligations. * The insurance provided for Commercial General Liability and Auto Liability above will:
(i) include Menlo Park, its officers, officials, employees and volunteers. as an additional insured with respect to Work performed under this Contract to the extent of ENGIE Services U.S.’s contractual obligations. The Commercial General Liability policy will provide Additional Insured coverage for ongoing operations and completed operations. Coverage shall be provided on forms CG 20 10 and CG 20 37 or their equivalent.
(ii) provide that the insurance is primary and non-contributory to Menlo Park, its officers, officials, employees and volunteer’s coverage to the extent of ENGIE Services U.S.’s contractual obligations.
(h) Notice of Reduction in Coverage. In the event that any coverage required under subsections (a), (b), (c), (d), or (e) of this section of the Contract is reduced, limited, or materially affected in any other manner, ENGIE Services U.S. shall provide written notice to Menlo Park at ENGIE Services U.S.'s earliest possible opportunity and in no case later than ten (10) business days after ENGIE Services U.S. is notified of the change in coverage.

Section 12.02 Menlo Park’s Insurance. Menlo Park will maintain, or cause to be maintained, for the duration of this Contract, commercial general liability and excess liability insurance, and all such other insurance as required by Applicable Law.

Section 12.03 Waivers of Subrogation. The Parties waive all rights against each other and any of their subcontractors, sub-subcontractors, agents and employees, each of the other, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this ARTICLE 12 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance.

Section 12.04 Performance and Payment Bonds. Prior to commencing Work under this Contract, ENGIE Services U.S. will furnish a performance bond, in an amount equal to one hundred percent (100%) of the Contract Amount, and a payment bond to guarantee payment of all claims for labor and materials furnished, in an amount equal to one hundred percent (100%) of the Contract Amount (collectively, the “Contract Bonds”). The Contract Bonds shall be maintained in full force and effect until Final Completion; provided that upon the achievement of Substantial Completion, the value of the Contract Bonds shall be reduced to the value of the Retainage being withheld by Menlo Park. The Contract Bonds are not being furnished to cover the performance of any Professional Services, including any energy guaranty or guaranteed savings under this Contract, nor to cover any equipment and/or material manufacturer’s warranty or other third-party warranty being assigned to Menlo Park. Menlo Park agrees that upon Final Completion and expiration Resolution No. 6693

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City of Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 18 of 54 ESC – CA Public
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of the ENGIE Services U.S. Warranty period set forth in Article 9 herein, the Contract Bonds shall be returned to ENGIE Services U.S., and all obligations arising thereunder are terminated and the surety company that issued the bond is forever discharged from any and all liabilities of whatever nature arising in connection with the Contract Bonds.

ARTICLE 13. Intentionally Deleted.

ARTICLE 14. MUNICIPAL ADVISOR
Section 14.01 THE PARTIES ACKNOWLEDGE AND AGREE THAT ENGIE SERVICES U.S. IS NOT A

MUNICIPAL ADVISOR AND CANNOT GIVE ADVICE TO MENLO PARK WITH RESPECT TO MUNICIPAL

SECURITIES OR MUNICIPAL FINANCIAL PRODUCTS ABSENT MENLO PARK BEING REPRESENTED BY, AND RELYING UPON THE ADVICE OF, AN INDEPENDENT REGISTERED MUNICIPAL ADVISOR. ENGIE SERVICES U.S.

IS NOT SUBJECT TO A FIDUCIARY DUTY WITH REGARD TO MENLO PARK OR THE PROVISION OF INFORMATION TO MENLO PARK.

ARTICLE 15. TRADE SECRETS
If any materials or information provided by ENGIE Services U.S. to Menlo Park under this Contract are designated by ENGIE Services U.S. as a “trade secret” or otherwise exempt from disclosure under the Public Records Act (California Government Code §6250 et seq., the “Act”) and if a third party makes a request for disclosure of the materials under the Act, as soon as practical (but not later than ten (10) calendar days) after receipt of such request, Menlo Park will notify ENGIE Services U.S. of such request. Within ten (10) calendar days after a third party’s request for disclosure of materials under the Act, ENGIE Services U.S. will (i) authorize Menlo Park to release the documents or information sought; or (ii) if ENGIE Services U.S. reasonably believes that the information is exempt from disclosure, advise Menlo Park not to release the materials. If ENGIE Services U.S. timely identifies any “proprietary, trade secret, or confidential commercial or financial” information that ENGIE Services U.S. determines is not subject to public disclosure, and requests Menlo Park to refuse to comply with the records request, ENGIE Services U.S. shall take all appropriate legal action and defend Menlo Park’s refusal to produce the information in all forums; otherwise, Menlo Park will make such information available to the extent required by applicable law, without restriction.

ARTICLE 16. EVENTS OF DEFAULT
Section 16.01 Events of Default by ENGIE Services U.S. Each of the following events or conditions will constitute an “Event of Default” by ENGIE Services U.S.:
(i) Any material failure by ENGIE Services U.S. to perform or comply with this Contract, including a material breach of any covenant contained herein, and such failure continues for ten (10) business days after notice to ENGIE Services U.S. demanding that such failure to perform be cured; provided that (a) such failure to perform will not be deemed a default hereunder if it is excused by a provision of this Contract, and (ii) ENGIE Services U.S. will be deemed to have cured the default upon the commencement of a cure within ten (10) business days and diligent subsequent completion thereof; or
(ii) any representation or warranty furnished by ENGIE Services U.S. in this Contract which was false or misleading in any material respect when made.

Section 16.02 Events of Default by Menlo Park. Each of the following events or conditions will constitute an “Event of Default” by Menlo Park:
(i) any material failure by Menlo Park to perform or comply with this Contract, including a material breach of any covenant contained herein, and such failure continues for ten (10) business days after notice to Menlo Park demanding that such failure to perform be cured; provided that (a) such failure to perform will not be deemed a default hereunder if it is excused by a provision of this Contract; and (b) if such cure cannot be effected in ten (10) business days, Menlo Park will be deemed to have cured the default upon the commencement of a cure within ten (10) calendar days and diligent subsequent completion thereof; or
(ii) any representation furnished by Menlo Park in this Contract which was false or misleading in any material respect when made.

ARTICLE 17. REMEDIES UPON DEFAULT
Section 17.01 Termination for Cause. If there is an Event of Default by either Party under this Contract, unless such Event of Default has been cured within the applicable time periods for a cure set forth in ARTICLE 16, the non-defaulting Party may terminate this Contract by providing three (3) Business Days’ written notice to the defaulting Party in the case of a monetary default and ten (10) Business Days’ written notice to the defaulting Party in the case of a Resolution No. 6693

Energy Services Contract
City of Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 19 of 54 ESC – CA Public
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non-monetary default. Upon termination of this Contract, each Party will promptly return to the other all papers, materials, and property of the other held by such Party in connection with this Contract. Each Party will also assist the other in the orderly termination of this Contract and the transfer of all aspects hereof, tangible and intangible, as may be necessary for the orderly, non-disrupted business continuation of each Party. If this Contract is so terminated, ENGIE Services U.S. will be entitled to payment for Work satisfactorily performed, earned profit and overhead, and costs incurred in accordance with this Contract up to the date of termination.

Section 17.02 Remedies Upon Default by ENGIE Services U.S. If an Event of Default by ENGIE Services U.S. occurs, Menlo Park will be entitled to obtain any available legal remedies through arbitration proceedings instituted pursuant to ARTICLE 19, including, without limitation, terminating this Contract, or recovering amounts due and unpaid by ENGIE Services U.S. and/or damages, which will include Menlo Park’s reasonable, actual, direct out-of-pocket losses incurred by reason of such Event of Default; and any payment or delivery required to have been made on or before the date of the Event of Default and not made, including interest on any sums due, and losses and costs incurred as a result of terminating this Contract and all costs and expenses reasonably incurred in exercising the foregoing remedies.

Section 17.03 Remedies upon Default by Menlo Park. If an Event of Default by Menlo Park occurs, ENGIE Services U.S. will be entitled to obtain any available legal or equitable remedies through arbitration proceedings instituted pursuant to ARTICLE 19 including, without limitation, terminating this Contract or recovering amounts due and unpaid by Menlo Park, and/or damages which will include ENGIE Services U.S.’s reasonable, actual, direct out-of-pocket losses incurred by reason of such Event of Default; and any payment or delivery required to have been made on or before the date of the Event of Default and not made, including Interest on any sums due, and losses and costs incurred as a result of terminating this Contract and all costs and expenses reasonably incurred in exercising the foregoing remedies.

ARTICLE 18. CONDITIONS BEYOND CONTROL OF THE PARTIES
Section 18.01 Excusable Events. If any Party is delayed in, or prevented from, performing or carrying out its obligations under this Contract by reason of any Excusable Event, such circumstance will not constitute an Event of Default, and such Party will be excused from performance hereunder and will not be liable to the other Party for or on account of any loss, damage, injury or expense resulting from, or arising out of, such delay or prevention.

Notwithstanding the foregoing, no Party will be excused from any payment obligations under this Contract as a result of an Excusable Event.

Section 18.02 Utility Work. Menlo Park expressly understands and agrees that Excusable Events may occur due to Interconnection Facilities work that may need to be performed by the local electric utility (“Utility”) in order for ENGIE Services U.S. to fully implement the Project. “Interconnection Facilities” means any distribution or transmission lines and other facilities that may be required to connect equipment supplied under this Contract to an electrical distribution/transmission system owned and maintained by the Utility. ENGIE Services U.S. will not perform any Interconnection Facilities work that may be required by the Utility under the Interconnection Agreement.

ARTICLE 19. GOVERNING LAW AND RESOLUTION OF DISPUTES
Section 19.01 Governing Law. This Contract is governed by and must be interpreted under the laws of the State of California, without regard to the jurisdiction’s choice of law rules.

Section 19.02 Initial Dispute Resolution. If a dispute arises out of or relates to this Contract, the transaction contemplated by this Contract, or the breach of this Contract (a “Dispute”), the parties shall comply with Public Contract Code Section 9204. Either Party may initiate the dispute resolution process set forth in this ARTICLE 19 by giving notice to the other Party. The Parties will endeavor to settle the Dispute as follows:
(i) Field Representatives’ Meeting: Within fifteen (15) Business Days after notice of the Dispute, ENGIE Services U.S.’s senior project management personnel will meet with Menlo Park’s project representative in a good faith attempt to resolve the Dispute. (ii) Management Representatives’ Meeting: If ENGIE Services U.S.’s and Menlo Park’s project representatives fail to meet, or if they are unable to resolve the Dispute, senior executives for ENGIE Services U.S. and for Menlo Park will meet, within thirty (30) calendar days after notice of the Dispute, in an attempt to resolve the Dispute and any other identified disputes or any unresolved issues that may lead to a dispute. If the senior executives of ENGIE Services U.S. and Menlo Park are unable to resolve a Dispute or if a senior management conference is not held within the time provided herein, either Party may submit the Dispute to mediation in accordance with Section 19.03.

Section 19.03 Mediation. If the Dispute is not settled pursuant to Section 19.02, the Parties will endeavor to settle the Dispute by mediation under the Commercial Mediation Procedures of the American Arbitration Association.

Mediation is a condition precedent to arbitration or the institution of legal proceedings by either Party. Once one Party files a request for mediation with the other Party and with the American Arbitration Association, the Parties agree to conclude the mediation within sixty (60) calendar days after filing the request so long as qualified mediators are available.

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Energy Services Contract
City of Menlo Park and ENGIE Services U.S.

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Either Party may terminate the mediation at any time after the first session, but the decision to terminate must be delivered in person by the Party’s representative to the other Party’s representative and the mediator. If the Dispute is not resolved by mediation within sixty (60) calendar days after the date of filing of the request for mediation, then the exclusive means to resolve the Dispute is final and binding arbitration, as described in Section 19.04. Either Party may initiate arbitration proceedings by notice to the other Party and the American Arbitration Association.

Section 19.04 Arbitration Proceedings. The following provisions apply to all arbitration proceedings pursuant to this ARTICLE 19:
(i) The place of arbitration will be the American Arbitration Association office closest to where the Work was performed.
(ii) One arbitrator (or three arbitrators if the monetary value of the Dispute is more than $2,000,000) (the “Arbitral Panel”) will conduct the arbitral proceedings in accordance with the Construction Arbitration Rules and Mediation Procedures (Excluding the Procedures for Large, Complex Commercial Disputes) of the American Arbitration Association currently in effect (“Arbitration Rules”). To the extent of any conflicts between the Arbitration Rules and the provisions of this Contract, the provisions of this Contract prevail.
(iii) The Parties will submit true copies of all documents considered relevant with their respective statement of claim or defense, and any counterclaim or reply. In the discretion of the Arbitral Panel, the production of additional documents that are relevant and material to the determination of the Dispute may be required.
(iv) The Arbitral Panel does not have the power to award, and may not award, any punitive, indirect or consequential damages (however denominated). All arbitration fees and costs are to be shared equally by the parties, regardless of which Party prevails. Each Party will pay its own costs of legal representation and witness expenses.
(v) The award must be in the form of a reasoned award.
(vi) The Dispute will be resolved as quickly as possible. The Arbitral Panel will endeavor to issue the arbitration award within three (3) months after the date on which the arbitration proceedings were commenced.
(vii) The award will be final and binding and subject to confirmation and enforcement proceedings in any court of competent jurisdiction.

Section 19.05 Multiparty Proceeding. Either Party may join third parties whose joinder would facilitate complete resolution of the Dispute and matters arising from the resolution of the Dispute.

Section 19.06 Lien Rights. Nothing in this ARTICLE 19 limits any rights or remedies not expressly waived by ENGIE Services U.S. that ENGIE Services U.S. may have under any lien laws or stop notice laws.

ARTICLE 20. REPRESENTATIONS AND WARRANTIES
Section 20.01 Each Party warrants and represents to the other that:
(i) it has all requisite power and authority to enter into this Contract, to perform its obligations hereunder and to consummate the transactions contemplated hereby; (ii) the execution, delivery, and performance of this Contract have been duly authorized by its governing body, or are in accordance with its organizational documents, and this Contract has been duly executed and delivered for it by the signatories so authorized, and constitutes its legal, valid, and binding obligation;
(iii) the execution, delivery, and performance of this Contract will not breach or violate, or constitute a default under, its organizational documents or any contract, lease or instrument to which it is a party or by which it or its properties may be bound or affected; and (iv) it has not received any notice, nor to the best of its knowledge is there pending or threatened any notice, of any violation of any Applicable Laws, awards or permits which would materially and adversely affect its ability to perform hereunder.

ARTICLE 21. NOTICE
Any notice required or permitted hereunder will be deemed sufficient if given in writing and delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, or delivered to a nationally recognized express mail service, charges prepaid, receipt obtained, to the address shown below or to such other persons or addresses as are specified by similar notice.

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Energy Services Contract
City of Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 21 of 54 ESC – CA Public
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TO ENGIE SERVICES U.S.: ENGIE Services U.S. Inc.
500 12th Street, Suite 300
Oakland, CA 94607
Tel: 510-334-6917
Email: [email protected]
Attention: Johnathan Seminoff, Project Manager
With a COPY TO: Legal Department
ENGIE Services U.S. Inc.
150 East Colorado Boulevard, Suite 360
Pasadena, CA 91105-3711
Tel: 626-377-4948
Email: [email protected]
Attention: Contract Administrator
TO Menlo Park: City of Menlo Park
701 Laurel Street
Menlo Park, CA 94025
Tel: 650.330.6780
Email: [email protected]
Attention: Nicole Nagaya, Public Works Director
With a COPY TO: Burke Williams & Sorensen, LLP
181 Third Street, Suite 200
San Rafael, CA 94901
Tel: 415.755.2600
Email: [email protected]
Attention: Nira Doherty, City Attorney
ARTICLE 22. CONSTRUCTION OF CONTRACT
This Contract is the result of arms-length negotiations between two sophisticated parties and ambiguities or uncertainties in it will not be construed for or against either Party, but will be construed in a manner that most accurately reflects the intent of the Parties as of the Contract Effective Date. Each of the Parties acknowledges and agrees that neither Party has provided the other with any legal, accounting, regulatory, financial, or tax advice with respect to any of the transactions contemplated hereby, and each Party has consulted its own legal, accounting, regulatory, financial and tax advisors to the extent it has deemed appropriate.

ARTICLE 23. BINDING EFFECT
Except as otherwise provided herein, the terms and provisions of this Contract will apply to, be binding upon, and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors, and permitted assigns.

ARTICLE 24. NO WAIVER
The failure of ENGIE Services U.S. or Menlo Park to insist upon the strict performance of this Contract will not constitute or be construed as a waiver or relinquishment of either Party’s right to thereafter enforce the same in accordance with this Contract in the event of a continuing or subsequent default on the part of ENGIE Services U.S. or Menlo Park.

ARTICLE 25. SEVERABILITY
If any clause or provision of this Contract or any part thereof becomes or is declared by a court of competent jurisdiction invalid, illegal, void, or unenforceable, this Contract will continue in full force and effect without said provisions; provided that no such severability will be effective if it materially changes the benefits or obligations of either Party hereunder.

ARTICLE 26. HEADINGS
Headings and subtitles used throughout this Contract are for the purpose of convenience only, and no heading or subtitle will modify or be used to interpret the text of any section.

ARTICLE 27. COUNTERPARTS; INTEGRATION
This Contract may be executed in counterparts (and by different Parties hereto in different counterparts), each of which will constitute an original, but all of which when taken together will constitute a single contract. This Contract constitutes Resolution No. 6693

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the entire contract among the Parties relating to the subject matter hereof and supersedes any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Contract cannot be amended, modified, or terminated except by a written instrument, executed by both Parties hereto. Delivery of an executed counterpart of a signature page of this Contract by email will be effective as delivery of a manually executed counterpart of this Contract. [The Parties’ signatures appear on the following page]
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Energy Services Contract
City of Menlo Park and ENGIE Services U.S.

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IN WITNESS WHEREOF, the parties hereto have executed this agreement on the day and year first above written.

FOR FIRST PARTY:

Signature Date
Printed name Title
Tax ID#
APPROVED AS TO FORM:

Nira F. Doherty, City Attorney Date
FOR CITY OF MENLO PARK:

Signature Authority, Title Date
ATTEST:

Judi A. Herren, City Clerk Date
Resolution No. 6693

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City of Menlo Park and ENGIE Services U.S.

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ATTACHMENT A

FACILITIES
(a) The following Facilities are included under the Scope of Work as listed below:

Facility Address
Menlo Park Community Campus
(including Kelly Field)
100 Terminal Ave, Menlo Park, CA 94025
Resolution No. 6693

Rev. Date: 12/22/21 Page 25 of 54 ESC – CA Public
V 1/27/12

ATTACHMENT B

PRELIMINARY PROJECT SCHEDULE
See attached PDF
Resolution No. 6693

ID Task
Mode
Task Name Duration Start Finish Predecessors
1 Menlo Park 520 daysWed 1/19/22 Tue 1/16/24
2 NTP from Menlo Park 1 day? Wed 1/19/22 Wed 1/19/223 Engineering 200 daysThu 1/20/22 Wed 10/26/224 Site Survey 2 days Thu 1/20/22 Fri 1/21/225 Soils Engineering 20 days Thu 1/20/22 Wed 2/16/22 4SS6 UG Survey 2 days Thu 2/17/22 Fri 2/18/22 57 Microgrid System Design 180 daysWed 1/19/22 Tue 9/27/228 Tesla MegaPack BESS Design 90 days Wed 1/19/22 Tue 5/24/229 Microgrid Controls Design 90 days Wed 1/19/22 Tue 5/24/22 8SS 10 Electrical Engineering Design 110 days Wed 1/19/22 Tue 6/21/22 9SS11 Structural Foundation Design 60 days Wed 1/19/22 Tue 4/12/22 10SS12 Solar Thermal Engineering 60 days Wed 1/19/22 Tue 4/12/2213 System Integration Process 30 days Wed 6/22/22 Tue 8/2/22 1014 Project Design 135 daysMon 3/21/22 Fri 9/23/2215 Prepare Permit Packages 90 days Mon 4/11/22 Fri 8/12/2216 30% Design Review 30 days Mon 4/25/22 Fri 6/3/22 15SS+10 day17 60% Design Review 30 days Mon 6/6/22 Fri 7/15/22 1618 City/AHJ Permit 30 days Mon 7/18/22 Fri 8/26/22 1719 Procurement 300 daysWed 1/19/22 Tue 3/14/2320 Tesla Megapack BESS 300 days Wed 1/19/22 Tue 3/14/2321 Structural Subcontractor Canopy Steel 40 days Wed 5/25/22 Tue 7/19/22 11FS+30 day22 Structural Rooftop Racking 70 days Wed 4/13/22 Tue 7/19/22 1123 Electrical Inverters 40 days Wed 8/3/22 Tue 9/27/22 10FS+30 day24 Electrical Equipment / Panels 90 days Wed 6/22/22 Tue 10/25/22 1025 EV Charging Stations 65 days Wed 6/22/22 Tue 9/20/22 1026 Solar Thermal Collectors SunDrum 60 days Wed 4/13/22 Tue 7/5/22 1227 Pre‐Construction 5 days Mon 9/5/22 Fri 9/9/2228 Mobilization 5 days Mon 9/5/22 Fri 9/9/2229 Construction 326 daysTue 9/6/22 Tue 12/5/2330 Rooftop 20 days Tue 9/6/22 Mon 10/3/2231 Rooftop 20 days Tue 9/6/22 Mon 10/3/2232 Crane Lift ‐ Materials to Roof 1 day Tue 9/6/22 Tue 9/6/22 31SS33 Assemble Racking 10 days Wed 9/7/22 Tue 9/20/22 3234 Install Modules 10 days Wed 9/21/22 Tue 10/4/22 3335 Cleanup 2 days Wed 10/5/22 Thu 10/6/22 3436 Punchlist Walk 1 day Fri 10/7/22 Fri 10/7/22 3537 Rooftop ‐ Electrical 30 days Wed 10/5/22 Tue 11/15/22 3438 Module String Wiring 5 days Wed 10/5/22 Tue 10/11/22 34

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Project: Project1Date: Wed 12/22/21

ATTACHMENT B
Resolution No. 6693 Page 29 of 77
Page G-1.36
ID Task
Mode
Task Name Duration Start Finish Predecessors
39 DC Wiring and System Grounding 5 days Wed 10/12/22 Tue 10/18/22 38 40 Inverter Installation 5 days Wed 10/19/22 Tue 10/25/22 3941 Install Conduits and Equipment 15 days Wed 10/26/22 Tue 11/15/22 4042 Conductor Installation 5 days Wed 11/16/22 Tue 11/22/22 4143 Cleanup 2 days Wed 11/23/22 Thu 11/24/22 4244 Structural ‐ Carport Canopy 30 days Mon 9/12/22 Fri 10/21/22 2845 Phase 1 Layout 1 day Mon 9/12/22 Mon 9/12/22 2846 Phase 1 Drill / Set / Pour 5 days Tue 9/13/22 Mon 9/19/22 4547 Phase 2 Layout 1 day Tue 9/20/22 Tue 9/20/22 4648 Phase 2 Drill / Set / Pour 5 days Wed 9/21/22 Tue 9/27/22 4749 Phase 1 Steel Erection 3 days Wed 9/28/22 Fri 9/30/22 4850 Phase 1 Module Installation 2 days Mon 10/3/22 Tue 10/4/22 4951 Phase 1 Solar Thermal collector installation 2 days Wed 10/5/22 Thu 10/6/22 5052 Phase 2 Steel Erection 3 days Fri 10/7/22 Tue 10/11/22 5153 Phase 2 Module Installation 2 days Wed 10/12/22 Thu 10/13/22 5254 Phase 2 Solar Thermal collector installation 2 days Fri 10/14/22 Mon 10/17/22 5355 Complete Asphalt patching and Island demo4 days Tue 10/18/22 Fri 10/21/22 5456 Structural Final Cleanup 2 days Mon 10/24/22 Tue 10/25/22 5557 Solar Thermal Plumbing and Piping 5 days Wed 10/26/22 Tue 11/1/22 5658 Electrical Contractor ‐ Carport Canopy 150 daysFri 10/14/22 Thu 5/11/23 5359 Phase 2 Module String Wiring 5 days Tue 10/18/22 Mon 10/24/22 5460 Phase 2 Inverter and Lighting Install 5 days Tue 10/25/22 Mon 10/31/22 5961 Phase 1 Module String Wiring 5 days Tue 11/1/22 Mon 11/7/22 6062 Phase 1 Inverter and Lighting Install 5 days Tue 11/8/22 Mon 11/14/22 6163 UnderGround Work 10 days Wed 9/28/22 Tue 10/11/22 4864 Install Conduits 10 days Wed 9/28/22 Tue 10/11/22 63SS65 Install Electrical Panel Boards and Equipmen10 days Wed 10/12/22 Tue 10/25/22 6466 Install Tesla Battery Units and Controls 10 days Wed 10/26/22 Tue 11/8/22 6567 Install Microgrid Battery Control Panel 1 day Wed 11/9/22 Wed 11/9/22 6668 Pull In Conductors 15 days Thu 11/10/22 Wed 11/30/22 6769 Install Monitoring Equipment 15 days Thu 12/1/22 Wed 12/21/22 6870 Electrical IRT Testing 3 days Thu 12/22/22 Mon 12/26/22 6971 Electrical Grounding Tests 3 days Tue 12/27/22 Thu 12/29/22 7072 Electrical Solar V‐Test 2 days Fri 12/30/22 Mon 1/2/23 7173 Utility Interconnection 10 days Mon 1/16/23 Fri 1/27/2374 Interconnect Solar PV System 5 days Mon 1/16/23 Fri 1/20/2375 Interconnect BESS 5 days Mon 1/23/23 Fri 1/27/23 7476 Microgrid Functionality Testing 42 days Mon 3/20/23 Tue 5/16/23 1/27
5/16

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Project: Project1Date: Wed 12/22/21
Resolution No. 6693 Page 30 of 77
Page G-1.37
ID Task
Mode
Task Name Duration Start Finish Predecessors
77 Specialized 3rd Party Testing 3 days Mon 4/3/23 Wed 4/5/23 75FS+45 day 78 Coordinated Functional Preperation Test 1 day Thu 4/6/23 Thu 4/6/23 7779 Shutdown Required ‐ Islanding Functionality1 day Fri 4/7/23 Fri 4/7/23 7880 Microgrid PPI Testing ‐ PG&E (60 day Review period)
124days
Wed 5/17/23 Mon 11/6/23 76
81 PPI ‐ Submit G5 Forms and Testing Documen60 days Wed 5/17/23 Tue 8/8/2382 PG&E PPI Test (Pre‐Parralell Inspection) 14 days Wed 8/9/23 Mon 8/28/23 8183 Contractor Punchlist 30 days Tue 8/29/23 Mon 10/9/23 8284 Customer Punchlist 20 days Tue 10/10/23 Mon 11/6/23 8385 Final Completion 1 day Tue 11/7/23 Tue 11/7/23 82FS+50 day86 Commercial Operation Date 1 day Wed 12/6/23 Wed 12/6/23 85FS+20 day87 Phase 2 ‐ Kelly Field Carport Canopies 128 daysMon 6/12/23 Wed 12/6/2388 Layout 1 day Mon 6/12/23 Mon 6/12/2389 Drill/Set/Pour Structural Foundations 10 days Tue 6/13/23 Mon 6/26/23 8890 Steel Erection 10 days Tue 6/27/23 Mon 7/10/23 8991 Module Installation 5 days Tue 7/11/23 Mon 7/17/23 9092 Electrical Inverters 10 days Tue 7/18/23 Mon 7/31/23 9193 Electrical Lighting 5 days Tue 8/1/23 Mon 8/7/23 9294 Electrical DC 10 days Tue 8/8/23 Mon 8/21/23 9395 Electrical AC 15 days Tue 8/22/23 Mon 9/11/23 9496 Punchlist Walk 1 day Tue 9/12/23 Tue 9/12/23 9597 PG&E PTO Process 60 days Wed 9/13/23 Tue 12/5/23 96 11/6
12/

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Project: Project1Date: Wed 12/22/21
Resolution No. 6693 Page 31 of 77
Page G-1.38
Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 26 of 54 ESC – CA Public
V 9/22/20

ATTACHMENT C

SCOPE OF WORK
California State Contractor’s License Number 995037
California Public Works Contractor Registration Number 1000001498 Energy Conservation Measures to Be Implemented
ECM
# Description
1 Photovoltaic (PV) Systems
2 Solar Thermal Collection – Pool Heating
3 Electric Vehicle (EV) Charging Stations
4 Microgrid and Battery Energy Storage Systems (BESS)
Equipment
QTY Equipment List
1248 LG460N2W-E6 Photovoltaic (PV) modules or
equivalent
7 Chint Inverters - CPS SCA50KTL-DO/US-480
(50kVA) or equivalent
1 Chint Inverters - CPS SCA60KTL-DO/US-480
(60kVA) or equivalent
2 Solaredge SE40KUS or equivalent Inverters
108 SolarEdge P960 Power Optimizers
892 SunDrum Solar Thermal Collectors SunDrum 100-
50 (2 per module) or equivalent
3 BTCPower 100kW DC Fast Charger w/integrated
Cord Retractor and CHAdeMO and SAE J1772
Combo CCS1 Level 3 DC Fast Chargers or
equivalent
12 BTCPower EVP-2002-30-P-0001 Level 2 Electric
Vehicle (EV) Charging Stations or equivalent
1 265kW/1483kWh Tesla Megapack 2 Energy
Storage System or equivalent
1 PXiSE microgrid control hardware and software, or
equivalent
Appendices
Appendix Description
A Photovoltaic 30% Single Line Diagram
B Microgrid and Energy Storage Equipment
Schedule and Specifications
C Microgrid and BESS 30% Drawings
D Tesla Warranty Terms
Site Description
Building Name
Menlo Park Community Campus, 100 Terminal Ave.

Menlo Park, CA 94025

1. PHOTOVOLTAIC (PV) SYSTEMS

1.1. Scope Summary

1.1.1. The table below lists the locations, estimated system sizing, and structure type for the PV system Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 27 of 54 ESC – CA Public
V 9/22/20
Est. kW dc Structure Type
575 kW Rooftop Solar & Parking Canopy

1.2. General Scope of Work

1.2.1. Prepare and submit design drawings to AHJ for approval and to local Utility for interconnection permits.

1.2.2. System designs will be based upon preliminary single line diagram provided.

1.2.3. Provide geotechnical evaluations necessary for design requirements.

1.2.4. Procure materials and equipment necessary for construction.

1.2.5. ENGIE Services assumes that any existing lighting bollards in the parking lot will be demolished to build the new parking lot and therefore we have excluded lighting fixture and bollard removal, as required to complete the installation of the new solar canopy system.

1.2.6. ENGIE Services U.S. has assumed Construction will be allowed to proceed smoothly and in a continuous flow. An additional mobilization to complete the Kelly Field canopies is also included.

1.2.7. All project management and construction management necessary for a full and complete installation.

1.2.8. Provide and install solar canopy structures. The canopy structures design will include a painted canopy structure 10’ in minimum clearance, a pier depth of 8’ and assumes no de-watering, benching, shoring, or casing is required. Any de-watering, benching, shoring, casing work or increases in foundation depth will require a Change Order for additional cost, scope and schedule delay.

1.2.9. Provide and install roof top solar racking system to attach the PV system to the roof, maintaining the roof warranty and providing a waterproof seal of any and all roof penetrations.

1.2.10. Provide labor, supervision, and coordination with Menlo Park for the installation of photovoltaic modules and supporting structures, electrical distribution and control systems.

1.2.11. Provide and install photovoltaic modules and all necessary mounting hardware for each system.

1.2.12. Provide and install Chint Power Systems or similar string inverters on parking canopies and Solaredge SE40KUS or similar string inverters on roof top mounted PV arrays with necessary electrical equipment and conduits to connect system to the electrical pre-wired equipment identified on Exhibit A.7 - Electrical Drawings_SLD.

1.2.13. Electrical shutdowns are anticipated at each site for the electrical connection of the PV systems to the facility electrical service. The time of shutdown will be coordinated with Menlo Park and Utility and may include weekends.

1.2.14. Provide and install a total of approximately forty (approximately 40) new LED lighting fixtures (RAB PRT42N or equivalent) under the PV parking canopies. Actual total number of lights to be determined upon completion of Microgrid drawing set, typically one light per canopy bay.

1.2.15. Canopy structures will be tilted 7 degrees from horizontal, roof mounted systems will be tilted 10 degrees from horizontal.

1.2.16. Provide and coordinate install of the Net Generation Output Meters (NGOM)

1.2.17. Secure the project location and provide traffic redirection during rigging operations, and during the move-in and move-out of large equipment. Menlo Park will assist with the foregoing site logistics by coordinating access and scheduling with ENGIE Services U.S.

1.2.18. Provide as-built drawings and Operations & Maintenance manuals in electronic format upon Project completion.

1.2.19. Excluded are any backfill and restoration of landscaping in areas of work, except to the extent damaged by ENGIE Services U.S.

1.2.20. The PV parking canopy structures are not weather tight and will not provide shelter from rain.

1.2.21. Installation of water hose bibs for washing the panels are excluded.

1.2.22. Decorative covering underneath the panels is excluded; fascia or cap along the edges of open purlins is included.

1.2.23. Start-up, test, and commission the PV systems in accordance with design plan and applicable industry standards.

1.2.24. The images below are schematic engineering layouts and are subject to change due to field conditions and upon completion of final engineering. Image is based upon location of new building currently under construction.

1.3. Scope of Work provided by Menlo Park

1.3.1. The items listed below will be provided by Menlo Park and will not be the responsibility of ENGIE. In general, Menlo Park is responsible for all Microgrid tethering points into the existing facility and corresponding locations of the Microgrid equipment, including all location specific conduits to be identified in the final Microgrid designs.

1.3.1.1. Canopy PV at Kelly Field will include the following:

Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 28 of 54 ESC – CA Public
V 9/22/20

1.3.1.1.1. All Underground conduits and trenching required to connect the photovoltaic system inverters, lighting, communications and AC subpanel to the ST4PV-1 prewired panel; note 8 on sheet E7.01 of “Exhibit A.7 - Electrical Drawings_SLD.”

1.3.1.2. Canopy PV will include the following:

1.3.1.2.1. All Underground conduits and trenching required to connect the photovoltaic system inverters, lighting. communications and AC subpanel to the ST4PV-1 prewired panel; note 7 on sheet E7.01 of “Exhibit A.7 - Electrical Drawings_SLD.”

1.3.1.3. Rooftop Solar PV System will include the following:

1.3.1.3.1. All conduits required to connect the photovoltaic system inverters, lighting and communications to the ST4PV-R-A pre-wired panel; note 6 on sheet E7.01 of “Exhibit A.7 - Electrical Drawings_SLD.”

1.3.1.4. All underground trenching for electric conduits or piping.

1.3.1.5. All underground conduits and piping.

1.3.1.6. Switchgear for connection to facility electrical system. Menlo Park shall provide circuit breakers to allow tie in of all new equipment to facility electrical system.

1.3.1.7. Trenching backfill and restoration of landscaping or hardscaping.

1.3.1.8. Procurement and installation of any required Utility service meters and Net Energy Meters (NEM).

1.3.1.9. Procurement and installation of any required visible disconnect switches required by the Utility.

1.4. Site Specific Scope

1.4.1. Menlo Park Community Campus
Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 29 of 54 ESC – CA Public
V 9/22/20

1.4.1.1. Inclusions:

1.4.1.1.1. Remove all trees and shrubs in the area where the solar PV arrays will be located.

1.4.1.1.2. Temporary fencing during construction

1.4.1.1.3. Ten (10) foot minimum clearance on low end for all arrays.

1.4.1.2. Exclusions:

1.4.1.2.1. Permanent fencing or other security measures including cameras

1.4.1.2.2. Cost of any site improvements, material, or engineering necessary for ADA compliance. Menlo Park may hire third party contractor or request ENGIE Services U.S. propose a Change Order for any work required for ADA compliance.

1.4.1.2.3. Asphalt patching or restriping, except as expressly set forth above in the Scope of Work

1.4.1.2.4. Signage

1.4.1.2.5. No allowance has been made for screening, bird spikes, or other mitigations to eliminate nesting or occupation of wildlife on or within major equipment. Wildlife debris cleanup is excluded.

2. SOLAR THERMAL SWIMMING POOL HEATING

2.1. Scope Summary
• The Solar Thermal scope of work includes providing and installing eight hundred and ninety two (892) SunDrum 100-50 thermal collectors (Two per each LG PV module) onto the backside of four hundred and forty six (446) of the new PV panels converting them to hybrid modules or (PV-T). The thermal collectors will be installed on the back side of the Photovoltaic panels on the three PV canopies adjacent to the new swimming pools. Contractor shall design, procure and install one (1) water source hear pump and the solar thermal control system to be located in the Community Center’s pool equipment room.

2.1.1. The pool temperature may fluctuate above the pool temperature setpoint as much as one degree Fahrenheit to allow the control system to maximize energy savings.

2.2. Scope of Work

2.2.1. Procurement and installation of manifolds and hot water piping in PV Canopies.

2.2.2. Procurement and installation of Solar Thermal Control System in the Pool Equipment Room near the other pool control systems.

2.2.3. Procurement and installation of one (1) Water Sourced Heat Pump in the Pool Equipment Room.

2.2.4. Procurement of Solar Thermal plumbing pipes and connections; Underground trenching and/or boring is excluded, installation of all above ground fixtures and connections are included.

2.2.5. Procurement and installation of Heat Exchanger and valves for interconnection with the Aquacal Heat Pump system or equivalent.

2.2.6. Water sourced heat pump shall be mounted to pool equipment room floor.

2.2.7. Start-up, test, and commission the systems in accordance with design plan and applicable industry standards.

2.3. Scope of Work provided by Menlo Park

2.3.1. The items listed below will be provided by Menlo Park and will not be the responsibility of ENGIE.

2.3.1.1. All underground trenching for electric conduits or piping.

2.3.1.2. All underground conduits and piping.

2.3.1.3. All mounting surfaces and concrete pads as required.

2.3.1.4. Switchgear for connection to facility electrical system. Menlo Park shall provide circuit breakers to allow tie in of all new equipment to facility electrical system.

2.3.1.5. Trenching backfill and restoration of landscaping or hardscaping.

3. ELECTRIC VEHICLE (EV) CHARGING STATIONS

3.1. Scope of Work

3.1.1. Install Twelve (12) Level 2 EV Chargers and Three (3) DC Fast Chargers.

3.1.2. EV charging stations shall be mounted to existing hardscape.

3.1.3. Wiring between each system’s charging stations shall be with copper or aluminum wire. Aluminum wire will be used from each system’s AC combiner to the main point of connection at the site’s electrical tethering point.

3.1.4. Start-up, test, and commission the systems in accordance with design plan and applicable industry standards.

3.1.5. Coordinate billing parameter and website setup between vendor and Menlo Park.

3.1.6. Exclusions

3.1.6.1. Yearly licensing and billing fees for the EV charging stations will be the responsibility of Menlo Park.

3.1.6.2. Bollards, Signage, parking lot restriping
Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 30 of 54 ESC – CA Public
V 9/22/20

3.1.6.3. Ongoing fees, including manufacturer’s yearly network service and software fees are the responsibility of Menlo Park.

3.1.6.3.1. Cost of any site improvements, material, or engineering necessary for ADA compliance. Menlo Park may hire third party contractor or request ENGIE Services U.S. propose a Change Order for any work required for ADA compliance.

3.1.7. At the request of Menlo Park, apply for, and support Menlo Park to receive, any incentives that could reduce the purchase cost of the EV charging station equipment.

3.2. Scope of Work provided by Menlo Park

3.2.1. The items listed below will be provided by Menlo Park and will not be the responsibility of ENGIE.

3.2.1.1. All underground trenching for electric conduits or piping.

3.2.1.2. All Equipment identified in Exhibit A.7 - Electrical Drawings_SLD sheet E4.02 note 3, to prewired “EV Distribution Enclosure” including conduits to each EV charger location for conductors and communications.

3.2.1.3. Switchgear for connection to facility electrical system. Menlo Park shall provide circuit breakers to allow tie in of all new equipment to facility electrical system.

3.2.1.4. Trenching backfill and restoration of landscaping or hardscaping.

4. MICROGRIDS and BATTERY ENERGY STORAGE SYSTEMS (BESS)

4.1. Scope Summary

4.1.1. The table below lists the location, BESS sizing and summary of microgrid.

BESS Size Microgrid Energy Management
System
1 (One) 265 kW/1483 kWh Tesla
Megapack 2 energy storage
system
PXiSE Microgrid Controller

4.1.2. BESS, electrical schematics and equipment locations are in “Appendix G - Microgrid and Energy Storage 30% Drawings.” Equipment specifications are detailed in “Addendum H Microgrid and Energy Storage Equipment Schedule and Specifications.”

4.1.3. Process Overview

4.1.3.1. The Microgrid Energy Management System (MEMS) will manage the new Photovoltaic Systems (as described above), the new BESS, and the portable emergency generators as applicable, to enable the integrated generation system to island from the grid during planned or unplanned utility power outages. In general, the goal is to provide sufficient energy to meet building’s critical load requirements from the photovoltaic systems and the BESS for 24 hours.

The MEMS will control the charge/discharge of the BESS to meet both the changing load demand and the PV systems changing generation. Menlo Park provided portable emergency generators can also act as a tertiary backup providing power to buildings as necessary if the PV and BESS are out of service.

4.1.3.2. MEMS controls and monitoring can be accessed both on site through a Human Machine Interface (HMI), as well as remotely through a cloud-based platform.

4.1.3.3. The MEMS is not designed to provide uninterrupted power supply in case of grid failure. The sites will experience a brief outage from the time that the system detects a utility outage, island itself from the utility grid and then the microgrid system restores power. Once Utility power is restored and is stabilized, the MEMS will reconnect the microgrid to the utility grid with minimal interruption.

4.1.3.4. For outages lasting longer than 24 hours, it will be Menlo Park’s responsibility to provide the portable diesel generators and provide diesel fuel as required for back-up operation and maintain all the portable emergency generators.

4.1.3.5. In addition to providing a microgrid system, the BESS will reduce Utility energy charges by controlling the electrical load demand. The MEMS will charge/discharge the BESS to reduce Utility demand charges. The load demand control at times will discharge the BESS, but MEMS will maintain a minimum state-of-charge (SOC) as agreed with Menlo Park to provide emergency backup power for unplanned Utility outages.

4.1.3.6. The MEMS will shut down non-essential loads, as identified in the design documents, during an islanding event.

4.1.3.7. The design assumes that facilities’ load profile during an outage will be similar to and within the parameters provided by Menlo Park in the facility usage and baselines. If increased loads occur, Engie Services U.S. cannot guarantee that microgrid will be able to power and sustain building loads without manual building load curtailment.

4.2. General Scope of Work
Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 31 of 54 ESC – CA Public
V 9/22/20

4.2.1. Provide design, engineering, and installation of a Microgrid System that includes BESS, microgrid controls as detailed in “Appendix G – Microgrid and Energy Storage 30% Drawings

4.2.2. The Microgrid System will comply with PG&E and CA Rule 21 interconnection standards.

4.2.3. The Microgrid System design is based on the PXiSE microgrid controls platform or an equivalent control system.

4.2.4. All equipment shall meet the relevant NEC, NEMA or IP enclosure requirements.

4.2.5. Sequence construction activities to maintain electrical service to each building with minimal interruption to the building occupants. Menlo Park will assist Engie Services U.S. in scheduling required shutdowns and provide trained facility personnel to assist in the shutdown and restarting of building systems. No temporary power supply has been included in the scope.

4.2.6. Field test, pre-commission, and commission each system with written documentation of the testing.

4.2.7. ENGIE Services U.S. will provide up to eight (8) hours of training for Menlo Park facility personnel providing an overview of maintenance and operation of the Microgrid System.

4.3. Scope of Work provided by Menlo Park

4.3.1. The items listed below will be provided by Menlo Park and will not be the responsibility of ENGIE.

4.3.1.1. All underground trenching for electric conduits or piping.

4.3.1.2. Switchgear for connection to facility electrical system. Menlo Park shall provide circuit breakers to allow tie in of all new equipment to facility electrical system.

4.3.1.3. Procurement and installation of an automated breaker at the microgrid’s point-of-commoncoupling (PCC) with the utility, the 2500A main utility breaker capable of opening/closing within 30 milliseconds.

4.3.1.4. Procurement and installation of an SEL-700G (or comparable) synchronizing relay at the PCC to facilitate the isolation of the microgrid from the utility and the synchronization of the microgrid back to the utility.

4.3.1.5. Trenching backfill and restoration of landscaping or hardscaping.

4.3.1.6. Procurement and installation of any required Utility service meters and Net Energy meters (NEM)

4.3.1.7. Procurement and installation of any required visible disconnect switches required by the Utility.

4.3.1.8. Concrete pads for mounting equipment including the BESS.

4.3.1.9. The portable emergency generator, the installed equipment to tie the portable emergency generator to the facility electrical system and the equipment required to interface the generator controls with the MEMS.

5. GENERAL PROJECT CLARIFICATIONS APPLICABLE TO ALL SCOPES

5.1. Menlo Park will be responsible for obtaining permits and ENGIE Services U.S. will be responsible for scheduling inspections

5.2. Engineering and work shall comply with the latest applicable Codes and per Authority Having Jurisdiction (AHJ).

5.3. Menlo Park Drawing Submittal Review Process:

5.3.1. 30% drawing sets may be submitted for review and Menlo Park will have thirty (30) days to review submittals, if response is not provided in thirty (30) days, Engie Services U.S. will assume submittal is approved in full unless within thirty (30) days, Menlo Park has communicated to Engie its need for additional time to review and comment.

5.3.2. 60% drawing sets may be submitted for review and Menlo Park will have ten (30) days to review submittals, if response is not provided in thirty (30) days, Engie Services U.S. will assume submittal is approved in full unless within thirty (30) days, Menlo Park has communicated to Engie its need for additional time to review and comment.

5.4. ENGIE Services U.S. assumes one mobilization, which includes free access to the entire mobilized portion of the construction area for the full scope of work, except as otherwise noted with respect to Kelly Park.

5.5. All work will be scheduled Monday through Friday, 7am to 5pm, except as otherwise noted with respect to Utility and microgrid testing.

5.6. Menlo Park will provide to ENGIE Services U.S. the underground utility survey previously prepared and provided by Facebook. As part of its due diligence, ENGIE Services U.S. shall coordinate with USA Dig and a private line locator service in advance of any digging to identify any known existing utilities that are in the path of horizontal boring, vertical boring or trenching.

5.7. All electrical equipment shall be new, UL listed material and equipment that carry the manufacturers’ original warranties.

5.8. Provide utility (PG&E) interconnection drawings and related application management services.

5.9. Coordinate with PG&E for electrical interconnection.

5.10. Coordinate with PG&E for any required infrastructure upgrades.

5.11. Shutdowns will be coordinated with Utility and Menlo Park to minimize impact on facilities

5.12. Menlo Park is responsible for any PG&E Interconnection fees.

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Menlo Park and ENGIE Services U.S.

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5.13. ENGIE Services U.S. has assumed Construction will be allowed to proceed smoothly and in a continuous flow. No allowance has been made to demobilize and remobilize resources due to schedule interruptions, except as otherwise noted with respect to Kelly Park.

5.14. Temporary utilities are to be provided by Menlo Park at no cost to ENGIE Services U.S. (including, without limitation, trailer power, phone lines, water and construction power).

5.15. ENGIE Services U.S. will require the assistance of Menlo Park personnel to secure the project location and to provide traffic redirection during rigging operations, and during the move-in and move-out of large equipment.

5.16. ENGIE Services U.S. standard construction means and methods will be used.

5.17. Provide as-built drawings and Operations & Maintenance manuals upon project completion.

5.18. Menlo Park will provide access to the Facilities, laydown areas at the work sites, and a reasonable number of parking spaces for ENGIE Services U.S. and ENGIE Services U.S.’s subcontractor vehicles in parking lots at the Facilities.

5.19. All construction waste, including lamps, ballasts and material packaging, will be properly disposed of by ENGIE Services U.S. in accordance with local and EPA regulations.

9. GENERAL PROJECT EXCLUSIONS APPLICABLE TO ALL SCOPES

9.1. Cost of all permits, cost of any inspections, including special inspections. Hiring and paying all inspectors, including special inspectors.

9.2. Bringing existing systems up to code.

9.3. Any ongoing landscaping maintenance.

9.4. Removal and disposal of hazardous substances, including asbestos containing materials. If ENGIE Services U.S. encounters material suspected to be hazardous, ENGIE Services U.S. will notify Menlo Park representative and stop further work in the area until the material is removed.

9.5. Contaminated soils, for their handling or disposal

9.6. Additional costs related to underground obstructions or unsuitable soil conditions encountered during trenching or other excavation.

9.7. Structural upgrades to existing structures.

9.8. Screening of new or existing equipment.

9.9. Temporary heating, cooling or pumping services.

9.10. Repair or replacement of damaged or inoperable existing equipment that is not specifically being replaced under the Scope of Work. When such items are discovered, ENGIE Services U.S. will immediately notify a Menlo Park representative.

9.11. Smoke detectors, fire alarm system work, or fire life safety work.

9.12. Parking lot repairs are excluded, except to the extent of damage caused by ENGIE Services U.S. or its subcontractors.

9.13. Repair or replacement of existing housekeeping pads, concrete pads, or base repair of existing walkway lighting are excluded.

9.14. Painting, unless specified in Scope of Work, is excluded, including any patch painting, where a new fixture’s footprint does not match footprint of existing fixture and wall color differences show.

9.15. Stormwater Pollution Prevention Plan or Discharge Permit. Normal construction related Best Management Practices (BMP) for pollution control is included.

9.16. With respect to Projects with new equipment connecting to the Building’s existing electrical distribution system, ENGIE Services U.S. will not be responsible for the electrical integrity of the existing electrical system, e.g., the condition and proper termination of current-carrying, grounded, and grounding conductors, bus taps, protective elements, the proper protection of existing wire through knockouts, or missing components. Menlo Park is responsible for providing and maintaining the building’s electrical distribution system that meets the latest NEC and guidelines adopted by the authority having jurisdiction.

9.17. Costs of compliance with Americans with Disabilities Act (ADA) regulation requirements. Menlo Park may hire third party contractor or request ENGIE Services U.S. propose a Change Order for any work required for ADA compliance.

9.18. No allowance has been made for screening of new or existing equipment, except as specifically set forth in this Scope of Work.

10. ENGIE SERVICES U.S. BENEFICIAL USE AND WARRANTY CRITERIA FOR SPECIFIC PIECES OF

EQUIPMENT

10.1. All materials and workmanship warranties are for 1 year, unless specified otherwise or as required by state law.

10.2. Solar rooftop racking warranty is for 25 years.

10.3. POOL MECHANICAL AND CONTROLS - With respect to the site’s Scope of Work, the ENGIE Services U.S. Warranty commences immediately upon uninterrupted operation for a duration of 2 weeks. ENGIE Services U.S. will provide written notice to Menlo Park of the date the ENGIE Services U.S. Warranty commences.

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Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 33 of 54 ESC – CA Public
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10.4. SOLAR GENERATING FACILITIES - The ENGIE Services U.S. Warranty commences immediately when the Generating Facility is capable of generating expected energy and the Utility is ready to issue the permission-to-operate letter.

10.4.1. Solar Module Warranty – solar modules will be provided with a 25-year manufacturer production warranty.

10.4.2. Solar Inverter Warranty – inverters will be provided with a 20-year manufacturer warranty.

10.4.3. Solar Power Optimizer Warranty – power optimizers will be provided with a 25-year manufacturer warranty.

10.5. EV CHARGING STATIONS – The ENGIE Services U.S. Warranty commences immediately upon the occurrence of uninterrupted operation for a duration, as necessary, with a maximum of 2 weeks, to determine proper operation.

10.6. BESS – The ENGIE Services U.S. Warranty commences immediately when the BESS is interconnected and operational, and the Utility is ready to issue the permission-to-operate letter.

10.6.1. BESS – Tesla batteries include a 20-year manufacturer warranty.

10.7. Microgrid Hardware and Software – The PXiSE 20-year warranty commences immediately when the microgrid is interconnected and operational.

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Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 34 of 54 ESC – CA Public
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11. SCHEDULE OF VALUES
Monthly payments will be submitted based upon the work completed to date on the following categories:

Item
No.

A
Description of Work
B
Schedule
of Values
C
Schedule of Values
D
Retention, as sp
in Sections 6.0

8.03 E
1 Mobilization / Final Design NTP 10% $520,892.90 $26,044.65 2 Completed Plan sets, permits applied 5% $260,446.45 $13,022.32 3 All building permits issued, and NTP on construction 10% $520,892.90 $26,044.65 4 Proof of PV+BESS equipment purchase 25% $1,302,232.25 $65,111.61 5 All PV Panels mounted (roof + parking). Excluding Kelly Field. 15% $781,339.35 $39,066.97 6 Battery energy storage system (plus PV thermal) installed 10% $520,892.90 $26,044.65 7 EV stations installed and wiring completed 5% $260,446.45 $13,022.32 8 All systems operational, City inspection, PG&E all inspections, interconnection, and PTO. Excluding Kelly Field. 10% $520,892.90 $26,044.65 9 Punchlist, microgrid island test. Excluding Kelly Field. 5% $260,446.45 $13,022.32 10 2nd Mobilization - Kelly Field Parking Canopy, 5% $260,466.45 $13,022.32 TOTAL CONTRACT AMOUNT 100% $5,208,929 $26,044.65
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Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 35 of 54 ESC – CA Public
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ATTACHMENT D

MONITORING INSTALLATION SCOPE OF WORK
Overview of DAS Network Installation and Equipment Requirements ENGIE Services U.S. will provide a revenue-grade billing, data acquisition system (DAS). This will provide readily available online access to various internal and external information collected on the distributed generation (i.e., solar PV) plants.

ENGIE Services U.S. DAS Monitoring Installation:
• Supply and install hardware specific to the DAS system. • Supply and install, terminate, label, and test all Data Point of Connection (DPOC) communication cabling from each DAS node to the predetermined and respective DPOC(s), in accordance with Menlo Park’s specifications. • Test and verify generating system(s) network connectivity. a. TCP/IP internal addressing and verification
• Connect the data portion of digital NEM(s) to their respective DPOC(s). • Supply, install, and configure a Modbus based digital Net Generation Output Meter (NGOM). • Perform the physical installation, labeling, testing and certification testing of each data circuit from the digital NEM(s) to their respective DPOC(s).
• Provide public-facing ENVI dashboard/slideshow and Menlo Park/Facility staff internal dashboard. • Provide basic system training to designated Menlo Park/Facility maintenance staff. • Provide Qualified Reporting Entity services to the Western Renewable Energy Generation Information System in order to create Renewable Energy Certificates on behalf of Menlo Park. All Renewable Energy Certificates of other environmental attributes shall remain the property of Menlo Park. • Provide and install 40” screen/monitor for public display of DAS data Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 36 of 54 ESC – CA Public
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ATTACHMENT E

MEASURMENT AND VERIFICATION SERVICES

EQUIPMENT AND FACILITIES COVERED
ENGIE Services U.S. will perform measurement and verification services (“M&V Services”) as set forth in this Attachment E with respect to Menlo Park’s property at the Project Locations as shown in table in Attachment A.

I. Definitions:

Capitalized terms used in this Attachment E and not defined in the Contract, have the meanings set forth below:
“Actual Energy Rate” means, for any Measurement Period, utility rates calculated by ENGIE Services U.S. using actual utility billing information supplied by Menlo Park for that Measurement Period. “Annual M&V Fee” means a fee payable annually in advance by Menlo Park to ENGIE Services U.S., in consideration of the provision of up to twenty (20) years of M&V Services. The Annual M&V Fee for the first Measurement Period will be as shown in schedule of payment table below and will be increased annually thereafter at the rate of three percent (3%) per annum, each increase to be effective on the first day of the corresponding Measurement Period.

Measurement
Period Annual M&V Fee
1 $13,816
2 $14,230
3 $14,657
4 $15,097
5 $15,550
6 $16,017
7 $16,498
8 $16,993
9 $17,503
10 $18,028
11 $18,569
12 $19,126
13 $19,700
14 $20,291
15 $20,900
16 $21,527
17 $22,173
18 $22,838
19 $23,523
20 $24,229
“Assessment Work” means work required to assess the effect on EC Savings for any significant changes to the Facilities (including, but not limited to, building additions, new buildings, and new or changed HVAC equipment). “Base Energy Rate” means the dollars per energy unit for each building and/or each ECM, set forth in this Attachment E, Section (III), and used by ENGIE Services U.S. to calculate the EC Savings. “Baseline” means the energy use that would have occurred if the Scope Of Work were not implemented, taking into consideration Energy Use Factors for related buildings. “EC Savings” means the savings in units of dollars ($) calculated by ENGIE Services U.S. in the manner set forth in this Attachment E, Section (III), achieved through the reduction in consumption or demand through implementation of the Work.

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Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 37 of 54 ESC – CA Public
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“Energy Rate Factors” means factors identified by ENGIE Services U.S. which may affect utility rates from the local utility companies.
“Energy Savings Report” is defined in this Attachment E, Section (II)(D). “Energy Savings Term” means the period beginning on the first day of the Construction Period and ending on the earlier of: (i) the day immediately preceding the twentieth (20th) anniversary of the M&V Commencement Date; (ii) the termination of the Contract; (iii) the termination by Menlo Park of the M&V Services in accordance with this Attachment E, Section (II)(G); or (iv) the failure by Menlo Park to pay the Annual M&V Fee in accordance with this Attachment E, Section (II)(H)(i).
“Energy Unit Savings” means the savings in units of energy, power, water, etc., calculated by ENGIE Services U.S. in the manner set forth in this Attachment E, Section (III), achieved through the reduction in consumption or demand through implementation of the Work.
“Energy Use Factors” means factors identified by ENGIE Services U.S. which may affect the Baselines or energy use for the Facilities, including but not limited to: hours and levels of occupancy; adjustments in labor force; building use and operational procedures; temperature, humidification, and ventilation levels; installed lighting and scheduled use; building construction and size; general level of repair and efficiency of heating and air conditioning equipment and other energy-using equipment; and amount of heating and air conditioning and other energy-using equipment. “Energy Use Savings” means, for any Measurement Period, those savings, having units of dollars ($), achieved for such Measurement Period through reductions in energy use, energy demand, water use, and the use of other commodities.
“Guarantee Payment” means, for any True-Up Term, either: (i) a cash payment by ENGIE Services U.S. to Menlo Park in an amount equal to the Guarantee Shortfall for that True-Up Term pursuant to this Attachment E, Section (II)(A)(ii); or (ii) additional energy services or energy saving retrofits requested by Menlo Park with an agreed value equal to the Guarantee Shortfall for that True-Up Term pursuant to this Attachment E, Section (II)(A)(iii). “Guarantee Shortfall” means an amount calculated in accordance with this Attachment E, Section (II)(I)(v). “Guaranteed Savings” means, for any True-Up Term, the dollar amount set forth below for such True-Up Term, as the same may be adjusted from time to time by ENGIE Services U.S. for changes in Energy Rate Factors, Energy Use Factors and consequential revisions to the relevant Baseline:

True-Up Term
(Measurement
Period)
Guaranteed
Savings
1 $176,417
2 $181,229
3 $186,173
4 $191,251
5 $196,469
6 $201,829
7 $207,335
8 $212,992
9 $218,803
10 $224,773
11 $230,906
12 $237,207
13 $243,681
14 $250,330
15 $257,162
16 $264,181
17 $271,390
18 $278,797
19 $286,406
20 $294,223
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Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 38 of 54 ESC – CA Public
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“IPMVP” means the International Performance Measurement and Verification Protocol prepared by Efficiency Valuation Organization.
“Projected Energy Savings” means those Energy Unit Savings, which ENGIE Services U.S. anticipates will be realized from the installation and continued operation of the Work, as set forth in this Attachment E, Section (III).

ENGIE Services U.S. guarantees that not less than ninety percent (90%) of the Projected Energy Savings will be realized every True-Up Term during the Energy Savings Term. “Savings Guarantee” is defined in this Attachment E, Section (II)(A)(i).

True-Up Term” means each 12-month period beginning on the M&V Commencement Date.

II. Terms and Conditions
A. Guaranteed Savings.
i. Savings Guarantee. In consideration of the payment of the Annual M&V Fee, and upon the terms and subject to the conditions set forth herein, ENGIE Services U.S. warrants that Menlo Park will realize total EC Savings during the Energy Savings Term of not less than the total Guaranteed Savings (the “Savings Guarantee”), as the same may be adjusted from time to time for changes in Energy Rate Factors, Energy Use Factors and consequential revisions to the relevant Baseline. ii. Guarantee Payment. For any True-Up Term in which there is a Guarantee Shortfall, ENGIE Services U.S. will pay to Menlo Park, within thirty (30) calendar days after the acceptance by Menlo Park of the Energy Savings Report for such True-Up Term, the Guarantee Payment for that True-Up Term. iii. Services or Retrofits in Lieu of Guarantee Payment. If in the judgment of Menlo Park, Menlo Park would benefit from additional energy services or energy saving retrofits, Menlo Park and ENGIE Services U.S. may mutually agree that ENGIE Services U.S. will provide such services or retrofits in lieu of the Guarantee Payment for such True-Up Term. For the purposes of this Contract, such services or retrofits will have a deemed value equal to the Guarantee Shortfall for that True-Up Term. iv. Not Used.
v. Excusable Events. If ENGIE Services U.S. is delayed in, or prevented from, accurately calculating the actual EC Savings for any day of any Measurement Period by reason of any Excusable Event, such circumstance will not constitute a default, and ENGIE Services U.S. will be excused from performing the M&V Services while such event is continuing. During such event, Projected Energy Savings for the month(s) in which such event is continuing will be used in lieu of actual data; provided that if three (3) or more years of post M&V Commencement Date data are available for such month(s), the historical average of such data for such month(s) will be used in lieu of Projected Energy Savings.

B. Changes in Energy Use Factors.
i. Adjustments to Baselines. Menlo Park will notify ENGIE Services U.S. in writing within ten (10) Business Days of any change in any Energy Use Factor. In addition, data collected by ENGIE Services U.S. during or before the Energy Savings Term may indicate a change in the energy use pattern at the Facilities or any portion thereof and require a change to one or more Baselines. ENGIE Services U.S. will determine the effect that any such change will have on EC Savings and present to Menlo Park a written analysis of the effects of such changes. ENGIE Services U.S. will also make corresponding revisions to the Baselines and/or EC Savings that it deems appropriate in its reasonable discretion. ii. Adjustments to Guaranteed Savings. If a change in any Energy Rate Factor or Energy Use Factor results in a reduction of EC Savings, then the Guaranteed Savings for the corresponding Measurement Period(s) will be decreased by the same amount. ENGIE Services U.S. will notify Menlo Park, in writing within ten (10) business days, of all such changes.
iii. Changes to Facilities. Menlo Park or ENGIE Services U.S. may from time to time propose to make changes to the Facilities for the express purpose of increasing EC Savings or addressing events beyond its control. It is agreed that these changes will only be made with the written consent of both Parties, which will not be unreasonably withheld. The Baseline will not be adjusted to reflect any changes agreed to under this Attachment E, Section (II)(B)(iii). iv. Baseline Adjustment. If ENGIE Services U.S. proposes changes to the Facilities that would not unreasonably interfere with the conduct of Menlo Park’s business or cause Menlo Park to incur additional costs, and Menlo Park does not consent to the changes, then ENGIE Services U.S. will adjust the Baselines upward by the amount of savings projected from the changes.

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Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 39 of 54 ESC – CA Public
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v. Projected Energy Savings. During the Energy Savings Term, when the ultimate effect of the Work on EC Savings cannot be accurately determined due to pending construction or changes to the Scope of Work, Projected Energy Savings for the Facilities will be used until the effect of the changes can be determined by ENGIE Services U.S.
vi. Assessment Work. ENGIE Services U.S. has the right to charge Menlo Park for Assessment Work, which will be billed at current ENGIE Services U.S. engineering rates and will be paid by Menlo Park within thirty (30) calendar days after receiving ENGIE Services U.S.’s invoice. Before initiating Assessment Work, ENGIE Services U.S. will notify Menlo Park in writing of the intent and estimated cost associated with the Assessment Work. Menlo Park will, within forty-five (45) calendar days, give ENGIE Services U.S. written permission to proceed or, alternatively at no charge to ENGIE Services U.S., to stipulate that the Projected Energy Savings for the portion of the Facility in question be used for the purpose of meeting the Savings Guarantee for such Measurement Period and thereafter. If ENGIE Services U.S. does not receive written notice within forty-five (45) calendar days, the Projected Energy Savings for the portion of the Facility in question will be used until such time as Menlo Park approves the Assessment Work.
vii. Changes in Energy Use Factors. If Menlo Park fails to notify ENGIE Services U.S. of changes in Energy Use Factors or fails to supply ENGIE Services U.S. in a timely manner with information that is requested by ENGIE Services U.S. for the calculation of EC Savings, the Energy Unit Savings for the relevant Measurement Period will be deemed equal to the corresponding Projected Energy Savings for such period. If information for the relevant Measurement Period is supplied at a later date, the Energy Unit Savings will be modified only if and to the extent that the calculated savings for such period exceed the Projected Energy Savings for such period.
viii. Change Order – Savings Effect. ENGIE Services U.S. will calculate the energy impact of any Change Orders.
ix. Changes in Savings Calculations. Any changes made by ENGIE Services U.S. to the savings calculations will be presented to Menlo Park in advance. Menlo Park will have thirty (30) calendar days to challenge or question the changes in writing.
x. Inspection of Facilities. Menlo Park agrees that ENGIE Services U.S. will have the right, with prior notice, to inspect the Facilities to determine if Menlo Park has consistently complied with its obligations as set forth above. If any inspection discloses that Menlo Park has failed, on or prior to the date of such inspection, to be in compliance with any of its obligations, then the Guaranteed Savings will be assumed to have been achieved for the portion of the Energy Savings Term during which such failure will have existed.
xi. Interference. Menlo Park may not cause, and will take all commercially reasonable steps to prevent any third party from causing, any overshadowing, shading or other interference with the solar insolation that falls on the Generating Facility. Upon discovering, or otherwise becoming aware of, any actual or potential overshadowing, shading or other interference with insolation, Menlo Park will promptly notify ENGIE Services U.S. If an unforeseeable overshadowing or shading condition not caused by ENGIE Services U.S. or its subcontractors exists and continues for five (5) Business Days or more, Menlo Park agrees that the Guaranteed Savings for such Generating Facility will be reduced based upon such shading condition, and ENGIE Services U.S. may present Menlo Park with a proposed reduction to the Guaranteed Savings reflecting such overshadowing, shading or other interference.

C. Menlo Park Maintenance. Beginning at Beneficial Use or Substantial Completion for any portion of the Work, Menlo Park will maintain such portion of the Work and upon Final Completion will maintain the Project, in accordance with the maintenance schedules and procedures recommended by ENGIE Services U.S. and by the manufacturers of the relevant equipment, such maintenance to include maintaining all landscaping (including tree trimming) in and around the Generating Facilities.

D. Energy Savings Report. Annually during the Energy Savings Term, ENGIE Services U.S. will submit to Menlo Park an energy savings report as updated from time to time and attached for example only as Exhibit E-2 containing a precise calculation of the EC Savings during the applicable Measurement Period (an “Energy Savings Report”). Each Energy Savings Report will include an updated Table of Records in the form attached as Exhibit E-1. ENGIE Services U.S. will use its best efforts to submit such Energy Savings Report within ninety (90) calendar days after receipt of all needed information for a Measurement Period, unless additional information is needed to accurately calculate the EC Savings, in which case Menlo Park will be notified of such a situation within the ninety (90) calendar-day period. Menlo Park shall have the right to request, at its own cost, a third-party audit of any Energy Savings Report(s) within three (3) years of submission. ENGIE Services U.S. shall review and respond to any findings of an audit which provide proof of error in an Energy Savings Report.

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Menlo Park and ENGIE Services U.S.

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E. On-Site Measurements. Menlo Park irrevocably grants to ENGIE Services U.S. the right, during the Energy Savings Term, to monitor EC Savings and energy management performance by conducting on-site measurements, including, but not limited to, reading meters and installing and observing on-site monitoring equipment. ENGIE Services U.S. will not exercise such right in a manner that unreasonably interferes with the business of Menlo Park as conducted at the Facilities as of the date hereof. Menlo Park will cooperate fully with the exercise of such right by ENGIE Services U.S. pursuant to this Attachment E, Section (II)(E). Menlo Park will further cooperate with ENGIE Services U.S.’s performance of the M&V Services by providing utility information, changes in Energy Use Factors, and/or additional information as reasonably requested by ENGIE Services U.S.

F. Not Used.

G. Termination of Guaranteed Savings. If (i) Menlo Park notifies ENGIE Services U.S. in writing of its intent to terminate the M&V Services, (ii) the Contract is terminated by ENGIE Services U.S. for default by Menlo Park or by Menlo Park for any reason permitted by the Contract, (iii) ENGIE Services U.S. is no longer the provider of the Maintenance Services set forth in Attachment F, or (iv) Menlo Park fails to maintain the Project in accordance with this Attachment E, Section (II)(C), or is in default of any of its other obligations under this Attachment E, the obligation of ENGIE Services U.S. to prepare and deliver the Energy Savings Report and to make a Guarantee Payment will also be terminated. If such termination occurs on a date other than the last day of a True-Up Term, ENGIE Services U.S. will have no obligation to make a Guarantee Payment or prepare and deliver an Energy Savings Report for such True-Up Term.

H. Annual M&V Fee.
i. Invoicing and Payment. The Annual M&V Fee for the first Measurement Period will be invoiced by ENGIE Services U.S. to Menlo Park in a lump sum on the M&V Commencement Date. All subsequent Annual M&V Fees will be invoiced by ENGIE Services U.S. on the first day of the corresponding Measurement Period. Menlo Park, or its designee, will pay ENGIE Services U.S. such Annual M&V Fee, without any retention amount withheld, within thirty (30) calendar days after its receipt of the corresponding invoice. Unless Menlo Park gives ENGIE Services U.S. prior written notice of its intent to terminate the M&V Services, any failure to timely pay the Annual M&V Fee in accordance with this Attachment E, Section (II)(H) will be a material default by Menlo Park under the Contract, and ENGIE Services U.S., in addition to any other legal, contractual and equitable remedies available to it, will have no obligation thereafter to perform M&V Services or to make Guarantee Payments. ii. Any amount not paid when due will, from and after the due date, bear Interest. Accrued and unpaid Interest on past due amounts (including Interest on past due Interest) will be due and payable upon demand.
iii. Not Refundable. The Annual M&V Fee is not refundable for any reason.

I. Calculations.
i. Calculation of EC Savings. EC Savings for any Measurement Period will be equal to, for such Measurement Period, the Energy Use Savings, in each case as adjusted for changes in Energy Use Factors during such Measurement Period. EC Savings achieved during the Construction Period will be included in the EC Savings for the first Measurement Period and subsequent True-Up Term only. ii. Calculation of Energy Use Savings. Energy Use Savings will be calculated by ENGIE Services U.S. as the product of (i) the Energy Unit Savings multiplied by (ii) the greater of (a) the applicable Base Energy Rate or (b) the applicable Actual Energy Rate.
iii. Calculation of Guarantee Shortfall. The Guarantee Shortfall, for any True-Up Term, will be calculated by ENGIE Services U.S. as the difference, to the extent positive, between (i) the Guaranteed Savings for such True-Up Term minus (ii) the sum of EC Savings for such True-Up Term.

III. Methodologies and Calculations
The following details the methodologies and calculations to be used in determining the Energy Unit Savings under this Contract.

Table E-1: Measurement and Verification Methods
ECM ECM Description
M&V Method
Electric
Usage
Electric
Demand
1 Photovoltaic (PV) Systems Option B N/A
2 Solar Thermal Collection - Pool Heating Option B N/A
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Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 41 of 54 ESC – CA Public
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4 Microgrid and Battery Energy Storage Systems (BESS) N/A Option B

1. M&V Option B: Energy savings performance of Scope of Work are measured and verified at the end-use site.

Option B techniques are designed for projects where long-term continuous measurement of performance is desired and warranted. Under Option B, while some parameter may be stipulated or measured once then stipulated, some individual loads are continuously monitored to determine performance; and this measured performance is compared with an equipment-use Baseline to determine the Energy Unit Savings. a. ENGIE Services U.S. will supply a one-time report to Menlo Park detailing any initial measurements taken to establish usage Baselines or other parameters. Ongoing post-retrofit measurements will be compared to the Baselines, and the quantified Energy Unit Savings will be calculated and presented in ongoing reports. During the Construction Period, the Energy Unit Savings will be calculated by adding the savings measured for the whole months between Substantial Completion or Beneficial Use of the EC Measure and the M&V Commencement Date.
b. Monitoring shall provide measurements on a 15-minute and 60-minute interval basis. Metering data shall be sufficient to separately record solar power production, and BESS charging/discharging power, EV charging load, and total facility load.
c. Scope of Work:

ECM – 1: Photovoltaics (PV) Systems
i. No baseline measurements are necessary because pre-retrofit PV production is zero. Kilowatthours produced by the PV system will be measured using automated metering. Measured interval production kilowatt-hours will be compared against production shown on the monthly utility bills and any differences will be reconciled. Projected kWh production is shown in Table E-3 below and is projected to degrade by 0.3% per year.

Table E-2: First Year Solar PV Production
ECM Description
Projected Energy
Savings
(kWh)
Photovoltaic (PV) Systems 968,129
PV Module Cooling from Solar Thermal 13,221
Total 981,350
ii. Assumptions: Once Work is Substantially Complete, these savings will be measured and verified monthly for the Energy Savings Term.
iii. Baselines and Projected Savings: EC Savings will be determined by multiplying the Energy Unit savings by the applicable Base Energy Rate. EC Savings will be calculated and presented in ongoing reports.

ECM – 2: Solar Thermal Collection – Pool Heating
i. ENGIE Services U.S. will continuously measure electrical energy savings delivered by the solar thermal pool heating system compared to an assumed baseline system. Efficiency improvement in the solar photovoltaic system resulting from cooler module temperatures will not be captured in this measurement plan but instead will be captured in the ECM-1 M&V methodology above. ii. Metering and Instrumentation: Energy delivered by the pool heating system to two different pools will be measured using BTU energy meters. Additionally, electricity supplied to the heat pump and electricity supplied to auxiliary pumps will be measured using electric meters. Outdoor air temperature and pool water temperature will also be measured. All metering will be connected to an on-site Data Acquisition System which will sample each meter multiple times per minute and will log readings from each meter every 15 minutes continuously. iii. Baseline Condition: The swimming pools being heated have not been in service to allow for the establishment of historical baseline, but the baseline condition is agreed to be that the pools would have been heated using air to water heat pumps. Consequently, the baseline pool heating efficiency will be assumed from published manufacturer performance data by developing an efficiency equation that relates electricity input, heat output, and ambient air temperature from manufacturer data using as many data points as the manufacturer can provide, thus establishing a performance curve for the heat pump that can be used to determine how much electricity would have been Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 42 of 54 ESC – CA Public
V 9/22/20
needed from the baseline system if the solar thermal heating system were not installed. Using this equation, the presumed baseline electricity input will be determined using the measured post-retrofit heating delivered to the pools.
iv. Assumptions: Since the solar heating system requires sunlight to operate most efficiently, pool heating will be biased to occur during daylight hours. This may result in slight overheating of pools during the daytime while nighttime water temperatures will be allowed to drift up to two (2) degrees from the target setpoint of 80 degrees Fahrenheit. Due to the thermal mass of water in the pools, actual temperature deviations from day to night are expected to be small. In the event that data necessary for the calculation of Energy Unit Savings becomes unavailable for a period of time, missing data will be substituted from a comparable time period, and the substitution will be called out and explained to Menlo Park.

Some examples (not all possible examples) of situations that would require non-routine adjustments to the savings calculation would include the following: entirely or partially draining the pool, pool use or occupancy changes, pool water temperature setpoint is changed, or if a pool cover is used. v. Post-retrofit Measurements: Post-retrofit or actual heating system energy consumption will be the electricity consumed by the auxiliary heating pumps, and the heat pump unit itself. Energy delivered to each pool will also be measured along with outside air temperature. This data will be logged every 15 minutes and summed for the duration of the performance measurement period. vi. Savings Calculations: Energy Unit Savings measured in units of kWh will be the Baseline electric energy minus the Actual post-retrofit electric energy calculated every 15 minutes.

Table E-3: Annual Savings (ECM-2)
ECM Description
Projected Energy
Savings
(kWh)
Solar Thermal Collection - Pool Heating 37,769
ECM – 4: Microgrid and Battery Energy Storage Systems (BESS) i. Metering Plan: Four meters will be needed to measure savings associated with this ECM. M1 – measures the electricity imported from and exported to Utility. M2 – measures the PV Production flowing into the facility electrical distribution system. M3 – will measure the flow of electricity into and out of the energy storage system. M4 – will measure the actual energy consumed by facility electrical loads. In some facilities, the installation of M4 is not feasible. Installation of M4 offers redundancy of metering such that with one non-functional meter, the BESS savings can still be determined. All meters will be configured to read positive in the direction of facility load and negative away from the facility load.
ii. Baselines and Projected Savings: The baseline consumption will be determined every 15 minutes and will be the consumption recorded by the sum of meters M1 and M3. The energy and demand recorded by this meter will be divided into time-of-use categories that correspond to the appropriate Utility rate structure in effect on the date of execution of this agreement. Projected Savings are presented in Table E-4.
iii. Post-retrofit Usage Determination: Post-Retrofit usage will also be determined every 15 minutes and will be divided into the same time-of-use categories as the baseline use. The equation used to determine the Post-Retrofit use will be meter M1.
iv. Energy Unit Savings: Energy Unit Savings (kWh) will be calculated for each time of use category by subtracting the post-retrofit consumption from the baseline consumption within each time-ofuse category, then summing for all intervals within each time-of-use category.

𝐸𝐸𝐸𝐸𝑒𝑒𝑒𝑒𝑒𝑒𝑒𝑒 𝑈𝑈 𝑈𝑈𝑈𝑈 𝑆𝑆𝑆𝑆𝑆𝑆 𝑆𝑆 = � 𝐵𝐵 𝐵𝐵 − 𝑃𝑃𝑃𝑃 𝑃𝑃 𝑃𝑃𝑃𝑃 𝑖𝑖𝑖𝑖𝑖𝑖𝑖𝑖𝑖𝑖𝑖𝑖𝑖𝑖𝑖𝑖𝑖𝑖
Energy Unit Savings (kW) will be calculated by selecting the maximum baseline demand measured in each month in any 15-minute interval for each time-of-use category and subtracting the post-retrofit demand measured at the same time interval for each month and each time-of-use category.

Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 43 of 54 ESC – CA Public
V 9/22/20
𝐸𝐸𝐸𝐸 𝑈𝑈 𝑈𝑈𝑈𝑈 𝑆𝑆𝑆𝑆𝑆𝑆 𝑆𝑆 = � 𝐵𝐵 𝐵𝐵 𝑀𝑀 𝑀𝑀 − 𝑃𝑃𝑃𝑃 𝑀𝑀 𝑀𝑀 𝑀𝑀𝑀𝑀 ℎ v. Non-routine Adjustments: Non-routine baseline adjustments may be calculated when operating conditions change from those that existed during the baseline. Events where the continuously sustained peak demand duration within any time of use category increases, significant loads are shifted between peak, mid-peak, or off-peak periods, backup generation is energized, or the occurrence of utility outages can all necessitate the calculation of a non-routine baseline adjustment in order to accurately reflect the savings associated with this ECM. vi. Energy Use Savings will be determined by multiplying the Energy Unit savings by the applicable Base Energy Rate. Energy Use Savings will be calculated and presented in on-going reports.

Table E-4: BESS Projected Energy Savings by Month (ECM-3) TOU
Element Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Maximum
Peak
Demand
(kW)
- - - - - - - - - - - -
Maximum
Part Peak
(kW)
- - - - - - - - - - - -
Maximum
Demand
(kW)
48 41 48 84 46 58 67 81 61 43 57 48

2. Base Energy Rates: EC Savings will be calculated using the Base Energy Rates. The Base Energy Rates listed in the tables below are to be increased each Measurement Period on a cumulative basis by three percent (3%), beginning on the first anniversary of the M&V Commencement Date and continuing on the first day of each Measurement Period thereafter.

Table E-5: Base Energy Rates
ECM Electricity Rate
($/kWh)
1 0.1760
2 0.2690
Table E-6: Base Energy Rates - PG&E B-10 TOU (ECM-4)
TOU
Element Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Maximum
Peak
Demand
($/kW)
- - - - - - - - - - - -
Maximum
Part Peak
($/kW)
- - - - - - - - - - - -
Maximum
Demand
($/kW)

19.01 19.01 19.01 19.01 19.01 19.93 19.93 19.93 19.93 19.01 19.01 19.01 Time of the year and times of the day are defined as follows:

Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 44 of 54 ESC – CA Public
V 9/22/20
SUMMER: (June 1 through September 30)
Peak: 4:00pm to 9:00pm Every day, including weekends and holidays Partial-peak: 2:00pm to 4:00pm AND Every day, including weekends and holidays 9:00pm to 11:00pm
Off-peak: All other Hours.

WINTER (October 1 through May 31)
Peak: 4:00pm to 9:00pm Every day, including weekends and holidays Super Off-peak: 9:00am to 2:00pm Every day in March, April and May, including weekends and holidays
Off-peak: All other Hours.

Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 45 of 54 ESC – CA Public
V 9/22/20
EXHIBIT E-1

FORM OF MEASUREMENT AND VERIFICATION TABLE OF RECORDS
See attached PDF.

Resolution No. 6693

Measurement
Period
Period Covered
(Dates)
PV Production -
Projected (kWh)
PV Production -
Guaranteed
(kWh)
PV Production -
Actual
(kWh)
Over/Under
Production
(Actual - Projected)
(kWh)
Thermal
Production -
Projected
(kWh)
Thermal
Production -
Guaranteed
(kWh)
Thermal
Production -
Actual
(kWh)
Over/Under
Production
(Actual - Projected)
(kWh)
BESS Savings -
Projected
($)
BESS Savings -
Guaranteed
($)
BESS Savings -
Actual
($)
Over/Under Savings
(Actual - Projected)
($)
Total EC
Savings
($)
Projected
Savings
($)
Guaranteed
Savings
($)
1 TBD at Constructon
Completion 981,350 883,215 TBD - Annually TBD - Annually 37,769 33,992 TBD - Annually TBD - Annually $13,141 $11,827 TBD - Annually TBD - Annually $196,019 $176,417 2 978,406 880,565 37,769 33,992 $13,535 $12,182 $201,366 $181,229 3 975,471 877,924 37,769 33,992 $13,941 $12,547 $206,859 $186,173 4 972,544 875,290 37,769 33,992 $14,360 $12,924 $212,501 $191,251 5 969,627 872,664 37,769 33,992 $14,790 $13,311 $218,299 $196,469 6 966,718 870,046 37,769 33,992 $15,234 $13,711 $224,254 $201,829 7 963,818 867,436 37,769 33,992 $15,691 $14,122 $230,372 $207,335 8 960,926 864,834 37,769 33,992 $16,162 $14,546 $236,658 $212,992 9 958,043 862,239 37,769 33,992 $16,647 $14,982 $243,114 $218,803 10 955,169 859,652 37,769 33,992 $17,146 $15,432 $249,748 $224,773 11 952,304 857,073 37,769 33,992 $17,661 $15,894 $256,562 $230,906 12 949,447 854,502 37,769 33,992 $18,190 $16,371 $263,564 $237,207 13 946,599 851,939 37,769 33,992 $18,736 $16,862 $270,756 $243,681 14 943,759 849,383 37,769 33,992 $19,298 $17,368 $278,145 $250,330 15 940,927 846,835 37,769 33,992 $19,877 $17,889 $285,736 $257,162 16 938,105 844,294 37,769 33,992 $20,473 $18,426 $293,534 $264,181 17 935,290 841,761 37,769 33,992 $21,088 $18,979 $301,545 $271,390 18 932,484 839,236 37,769 33,992 $21,720 $19,548 $309,774 $278,797 19 929,687 836,718 37,769 33,992 $22,372 $20,135 $318,229 $286,406 20 926,898 834,208 37,769 33,992 $23,043 $20,739 $326,915 $294,223 For demonstration purposes only.

Solar PV Peformance - Table of Records Solar Thermal Pool Heating Performance - Table of Records BESS Peformance - Table of Records Project Peformance EXHIBIT E-1 Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 46 of 54 ESC – CA Public
V 9/22/20
EXHIBIT E-2

SAMPLE ANNUAL ENERGY SAVINGS REPORT
See attached PDF, which is provided as an example for illustrative purposes only.

Resolution No. 6693

Monday, June 28, 2021 1 / 1
Executive Summary
Under a performance-based Energy Services Contract, ENGIE Services U.S. installed Solar Photovoltaic Systems in two locations, a Battery Energy Storage System at the Wastewater Plant, and a Solar Thermal Pool Heating system for the Customer. ENGIE has guaranteed energy savings in dollars ($) from the project for 20 years in accordance with the Energy Services Contract. This report summarizes the annual performance of the program as a whole as well as individual components that make up the program.

Reporting Period:

Year 2
March 2020 through February 2021
Cost Savings by Month
1 Month (Month and Year): 3/1/2020 12:00 AM - 2/29/2021 11:59 PM For Year 2, the Actual PV Production was X,XXX,XXX kWh for Cost Savings of $XXX,XXX.

The Year 2 BESS savings were $XX,XXX, while the solar thermal pool heating savings were $XX,XXX.

The Total Program Savings for Year 2 were $XXX,XXX. This exceeded the guaranteed savings of $XXX,XXX by $X,XXX.

EXHIBIT E-2 Resolution No. 6693

Thursday, May 27, 2021 1 / 3
Photovoltaic System Performance
South WWTP
System Description:
2,446 kWp - 2,000 kWac
2 Solectria 750 kW Inverters, 1 Solectria 500 kW Inverter Ground Mounted, Single Axis Tracking System
Actual PV Production Compared to Projected PV Production Period : 3/1/2020 12:00 AM - 2/28/2021 11:59 PM
Notes:

Actual: the actual electricity production by the photovoltaic system.

Projected: the electricity predicted by the solar model using 30-year average weather data.

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Thursday, May 27, 2021 2 / 3
Administration Building
System Description:

37.9 kWp - 28.0 kWac
2 Solectria 14 kW Inverters
Canopy Mounted, Fixed System
Actual PV Production Compared to Projected PV Production Period : 3/1/2020 12:00 AM - 2/28/2021 11:59 PM
Notes:

Actual: the actual electricity production by the photovoltaic system.

Projected: the electricity predicted by the solar model using 30-year average weather data.

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Thursday, May 27, 2021 3 / 3
Monthly PV Production for All Sites
From Timestamp Administration Canopy (kWh) Ground Mount Tracker (kWh) 3/1/2020 12:00:00 AM 4,537 335,431
4/1/2020 12:00:00 AM 5,835 473,763
5/1/2020 12:00:00 AM 7,198 594,868
6/1/2020 12:00:00 AM 7,026 608,403
7/1/2020 12:00:00 AM 6,737 562,377
8/1/2020 12:00:00 AM 5,016 438,701
9/1/2020 12:00:00 AM 2,857 242,286
10/1/2020 12:00:00 AM 1,963 185,898
11/1/2020 12:00:00 AM 2,378 220,024
12/1/2020 12:00:00 AM 2,112 187,494
1/1/2021 12:00:00 AM 2,485 204,378
2/1/2021 12:00:00 AM 3,754 327,449
51,899 4,381,071
1 Month (Month and Year) : 3/1/2020 12:00 AM - 2/28/2021 11:59 PM Due to rounding of the individual months, savings may not equal the total at the bottom.

Resolution No. 6693

Friday, June 25, 2021 1 / 4
BESS Peak Day Summary
Monthly Maximum PG&E Demand
From Timestamp South WWTP.Peak PGE Demand Occurrence (kW) 3/1/2020 12:00:00 AM 1,388
4/1/2020 12:00:00 AM 1,364
5/1/2020 12:00:00 AM 980
6/1/2020 12:00:00 AM 680
7/1/2020 12:00:00 AM 1,004
8/1/2020 12:00:00 AM 1,296
9/1/2020 12:00:00 AM 1,276
10/1/2020 12:00:00 AM 1,220
11/1/2020 12:00:00 AM 1,116
12/1/2020 12:00:00 AM 1,172
1/1/2021 12:00:00 AM 1,012
2/1/2021 12:00:00 AM 1,192
1,388
1 Month (Month and Year) : 3/1/2020 12:00 AM - 2/28/2021 11:59 PM March 2020
Quarter Hour : 3/30/2020 12:00 AM - 3/30/2020 11:59 PM
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April 2020
Quarter Hour : 4/2/2020 12:00 AM - 4/2/2020 11:59 PM
May 2020
Quarter Hour : 5/7/2020 12:00 AM - 5/7/2020 11:59 PM
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Friday, June 25, 2021 3 / 4
June 2020
Quarter Hour : 6/5/2020 12:00 AM - 6/5/2020 11:59 PM
July 2020
Quarter Hour : 7/22/2020 12:00 AM - 7/22/2020 11:59 PM
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August 2020
Quarter Hour : 8/19/2020 12:00 AM - 8/19/2020 11:59 PM
September 2020
Quarter Hour : 9/10/2020 12:00 AM - 9/10/2020 11:59 PM
Resolution No. 6693

Friday, June 25, 2021 1 / 3
BESS Peak Day Summary
October 2020
Quarter Hour : 10/23/2020 12:00 AM - 10/23/2020 11:59 PM November 2020
Quarter Hour : 11/3/2020 12:00 AM - 11/3/2020 11:59 PM
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December 2020
Quarter Hour : 12/17/2020 12:00 AM - 12/17/2020 11:59 PM January 2021
Quarter Hour : 1/14/2021 12:00 AM - 1/14/2021 11:59 PM
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February 2021
Quarter Hour : 2/12/2021 12:00 AM - 2/12/2021 11:59 PM
Resolution No. 6693

Thursday, September 9, 2021 1 / 4
Battery Energy Storage System Performance
South Wastewater Treatment Plant
System Description:
500 kW / 1000 kWh Green Charge Networks (Engie Storage) system connected to the 12kV distribution system.

Cost Savings by Month
1 Month (Month and Year) : 3/1/2020 12:00 AM - 2/28/2021 11:59 PM From Timestamp Dollar Savings ($)
March 2020 $2,237.88
April 2020 $276
May 2020 $6,701.50
June 2020 $5,159.16
July 2020 $1,435.96
August 2020 $3,836.15
September 2020 $3,759.10
October 2020 $2,138.74
November 2020 $5,234.19
December 2020 $3,722.74
January 2021 $5,891.65
February 2021 $6,212.59
46,605.66
1 Month (Month and Year) : 3/1/2020 12:00 AM - 2/28/2021 11:59 PM Resolution No. 6693

Thursday, September 9, 2021 2 / 4
Dollar Savings by Time-of-Use Category
From Timestamp
Maximum
Demand
kW ($)
Summer
Max
Peak kW
($)
Summer
Off Peak
kWh ($)
Summer
Part
Peak kW
($)
Summer
Part
Peak
kWh ($)
Summer
Peak
kWh ($)
Winter
Off Peak
kWh ($)
Winter
Part
Peak kW
($)
Winter
Part
Peak
kWh ($)
Mar-20 2,382.68 0 0 0 0 -59.13 6.24 -91.91
Apr-20 346.32 0 0 0 0 -149.99 5.02 74.65
May-20 6,510.82 375.44 -86.49 -125.36 -0.42 27.51 0 0 0 Jun-20 4,987.01 0 -578.82 -31.09 919.6 -137.54 0 0 0
Jul-20 886.58 224.96 -1,278.93 -87.65 1,864.63 -173.63 0 0 0 Aug-20 3,407.79 623.2 -430.87 -255.31 450.61 40.73 0 0 0 Sep-20 3,380.08 72.96 -226.51 -159 -94.62 786.19 0 0 0
Oct-20 1,468.40 375.44 -148.43 0 -141 584.33 0 0 0
Nov-20 5,305.62 0 0 0 0 0 5.29 9.05 -85.77
Dec-20 3,795.67 0 0 0 0 0 -46.65 7.99 -34.27
Jan-21 5,998.26 0 0 -108.58 13.29 -11.32
Feb-21 6,496.96 0 0 362.76 14.07 -661.2
44,966.19 1,672.00 -2,750.05 -658.41 2,998.80 1,127.59 3.70 55.66 -809.82 1 Month (Month and Year) : 3/1/2020 12:00 AM - 2/28/2021 11:59 PM Savings by Time-of-Use Category
From Timestamp Maximum
Demand
Savings
(kW)
Summer
Max Peak
Demand
Savings
(kW)
Summer
Off Peak
Energy
Savings
(kWh)
Summer
Part Peak
Demand
Savings
(kW)
Summer
Part Peak
Energy
Savings
(kWh)
Summer
Peak
Energy
Savings
(kWh)
Winter Off
Peak
Energy
Savings
(kWh)
Winter
Part Peak
Demand
Savings
(kW)
Winter
Part Peak
Energy
Savings
(kWh)
3/1/2020 12:00:00 AM 172 0 0 -659 200 -882
4/1/2020 12:00:00 AM 25 0 0 -1,672 161 716
5/1/2020 12:00:00 AM 470 247 -1,038 -246 -3 81 0
6/1/2020 12:00:00 AM 360 0 -6,947 -61 5,955 -403 0
7/1/2020 12:00:00 AM 64 148 -15,350 -172 12,074 -508 0
8/1/2020 12:00:00 AM 246 410 -5,171 -501 2,918 119 0
9/1/2020 12:00:00 AM 244 48 -2,719 -312 -613 2,301 0
10/1/2020 12:00:00 AM 106 247 -1,781 0 -913 1,710 0
11/1/2020 12:00:00 AM 383 0 0 59 290 -823
12/1/2020 12:00:00 AM 274 0 0 -520 256 -329
1/1/2021 12:00:00 AM 433 0 0 -1,210 426 -109
2/1/2021 12:00:00 AM 469 0 0 4,044 451 -6,344
3,246 1,100 -33,006 -1,292 19,419 3,300 41 1,784 -7,770 1 Month (Month and Year) : 3/1/2020 12:00 AM - 2/28/2021 11:59 PM Resolution No. 6693

Thursday, September 9, 2021 3 / 4
Since the Battery Energy Storage System is intended to discharge to limit utility import during expensive time periods and recharge during less expensive time periods; demand savings (kW) should be positive, peak demand (kW) should be positive, and off peak energy consumption savings (kWh) should be negative because the battery recharges during these periods.

Resolution No. 6693

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Daily Demand Progression
1 Day (ByDate) : 3/1/2020 12:00 AM - 2/28/2021 11:59 PM Resolution No. 6693

Friday, June 25, 2021 1 / 1
Solar Thermal Pool Heating Performance
Solar Thermal Pool Heating
System Description:

Solar Thermal Pool Heating Savings Summary
From Timestamp Actual Production (kWh) Actual Savings ($) Guaranteed Savings ($) 3/1/2020 12:00:00 AM 2,833 762 762
4/1/2020 12:00:00 AM 2,833 762 762
5/1/2020 12:00:00 AM 2,833 762 762
6/1/2020 12:00:00 AM 2,833 762 762
7/1/2020 12:00:00 AM 2,833 762 762
8/1/2020 12:00:00 AM 2,833 762 762
9/1/2020 12:00:00 AM 2,833 762 762
10/1/2020 12:00:00 AM 2,833 762 762
11/1/2020 12:00:00 AM 2,833 762 762
12/1/2020 12:00:00 AM 2,833 762 762
1/1/2021 12:00:00 AM 2,833 762 762
2/1/2021 12:00:00 AM 2,833 762 762
33,992 $9,144 $9,144
1 Month (Month and Year) : 3/1/2020 12:00 AM - 2/28/2021 11:59 PM Due to rounding of the individual months, savings may not equal the total at the bottom.

Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 47 of 54 ESC – CA Public
V 9/22/20

ATTACHMENT F

MAINTENANCE SERVICES

EQUIPMENT AND FACILITIES COVERED
ENGIE Services U.S. will perform preventive maintenance services (“Maintenance Services”) as set forth in this Attachment F with respect to Generating Facilities being constructed on Menlo Park’s property at the following Project Locations:

Site Name Site Address City County State Zip Code
Menlo Park Community Campus
(including Kelly Field)
100 Terminal Way Menlo Park San Mateo CA 94025
Capitalized terms used in this Attachment F and not defined in the Contract, have the meanings set forth below:

I. Definitions
“Annual Maintenance Fee” means a fee payable annually in advance by Menlo Park to ENGIE Services U.S., in consideration of the provision of up to twenty (20) years of Maintenance Services. The Annual Maintenance Fee for the first Measurement Period will be as shown in schedule of payment table below and will be increased annually thereafter at the rate of three percent (3%) per annum, each increase to be effective on the first day of the corresponding Measurement Period.

Measurement
Period
Annual Maintenance
Fee
1 $48,532
2 $49,988
3 $51,488
4 $53,032
5 $54,623
6 $56,263
7 $57,951
8 $59,689
9 $61,480
10 $63,324
*11 $149,389
12 $56,106
13 $57,789
14 $59,522
15 $61,308
16 $63,147
17 $65,042
18 $66,993
19 $69,004
20 $71,074
*Year 11 – (1) EV Charging maintenance expires, and (2) Pool Heater Heat Pump Replacement II. Term
So long as Menlo Park pays to ENGIE Services U.S. the Annual Maintenance Fee, ENGIE Services U.S. will provide the Maintenance Services, as described herein, up to twenty (20) years from the M&V Commencement Date on an annualized basis. At the end of this term, Menlo Park may:
a. Enter into another agreement with ENGIE Services U.S. to perform Maintenance Services b. Enter into an agreement with another service provider Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 48 of 54 ESC – CA Public
V 9/22/20
c. Self-perform preventive maintenance
III. Annual Maintenance Fee; Reporting
The Annual Maintenance Fee for the first Measurement Period will be invoiced by ENGIE Services U.S. to Menlo Park in a lump sum on the M&V Commencement Date. All subsequent Annual Maintenance Fees will be invoiced by ENGIE Services U.S. on the first day of the corresponding Measurement Period. Menlo Park, or its designee, will pay ENGIE Services U.S. such Annual Maintenance Fee, without any retention amount withheld, within thirty (30) calendar days after its receipt of the corresponding invoice. Any failure to timely pay the Annual Maintenance Fee in accordance with this Attachment F will be a material default by Menlo Park, and ENGIE Services U.S., in addition to any other legal, contractual and equitable remedies available to it, will have no obligation thereafter to provide Maintenance Services.

Any amount not paid when due will, from and after the due date, bear Interest. Accrued and unpaid Interest on past due amounts (including Interest on past due Interest) will be due and payable upon demand.

The Annual Maintenance Fee is not refundable for any reason.

Upon completion of any maintenance or repair work, ENGIE Services U.S. will update service logs detailing the work performed, location and any notes relevant to safe and efficient operations. These service logs will be compiled and submitted to Menlo Park on a quarterly basis.

If ENGIE Services U.S. is no longer the provider of Maintenance Services, Menlo Park’s new provider will maintain similar service logs. ENGIE Services U.S. will have reasonable access to inspect service logs to determine that adequate Maintenance Services are being performed.

IV. Preventive Maintenance Services Provided
ENGIE Services U.S. will provide the following Maintenance Services during the term:
a PV System Inspection: Inspect PV modules, combiner boxes, inverters, isolation transformers, and PV service roof penetrations and support structure on an annual basis.
b. PV System Testing: Perform voltage testing, amperage testing, and infrared scans of inverters, combiner boxes, disconnects and switchgear on an annual basis.
c. PV System Monitoring: Monitor system performance on a daily basis. d. PV System Module Cleaning:
i. Remove dust, dirt, and debris from outside cabinets of combiner boxes, inverters, transformers, and disconnect switches on an annual basis.
ii Wash PV modules and remove accumulated dust and debris on an annual basis. e. EV-Charging Station Maintenance Services Scope – Above project locations (Ten-year term only) Inspection:

Perform the following Inspection for the Electric Vehicle Charging stations on an annual basis:

1. Check outside unit for any damage

2. Check casing of charger

3. Check cable plug of charger

4. Fully extend and test retractor mechanism

5. Check Led ring

6. Open and check internal components of charger

7. Check clamps to hold components to dinrails

8. Check CCID for rust caused by condensation

9. Check connection of Power Supply to terminal block

10. Check connections in PCB
Testing:

Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 49 of 54 ESC – CA Public
V 9/22/20
a. Measure Power Quality, Voltage, Amperage on Electrical Vehicle Charging station on an annual basis. f. Pool Hot Water Thermal System Scope of Work:

Inspection: Semi-Annual
Modules:
• Weather integrity, wiring, insulation integrity, leaks, and surface condition • Check for any Shading
• Flow balance, (check of surface temps)
• Joints, leaks, integrity
• Insulation integrity
• Pipe Supports, tightness, adequacy
• Ballast to cap interface integrity
System Mounts:
• Tightness and integrity
Tanks and Heat Exchangers:
• Inspect Solar tank, Insulation, leaks
• Back up heater, insulation, leaks
• Expansion tank, Integrity, leaks
Pump Stations:
• Leaks
• Adequate flow rate
Valves & Fittings:
• Corrosion, leaks
• Mixing valve operation
• Vacuum breaker function, leaks
Heat Transfer Fluid:
• Pressure, proper level
• Ph, appropriate value
• Freeze point, appropriate level
Control and Monitor:
• Sensors
• Faults
Performance:
• PV operating within specification
• Thermal operating within specification
• Hot Water tank operating within specification
Reporting:
• Semi-annual checklist will be completed and submitted after each inspection along with any corrective action reports if necessary. Inspections should occur in spring to inspect for snow and Ice damage and in fall to ensure array is prepared for winter.

Heat Pump Replacement:
o Replace heat Pump in Year 11 or as needed within the period Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 50 of 54 ESC – CA Public
V 9/22/20
g. Battery Energy Storage and Micro Grid Scope of Work:

The following Maintenance Services, with the following frequency, during the Maintenance Term Frequency: Maintenance Services:

Annual Maintenance: Once during each
Operating Year in the Preventative
Maintenance Term
Torque checks within the System, calibration checks, visual inspection (rodents, etc.)
Harness inspection or replacement in kind if damaged (protective sleeve failure, rodents, etc.)
Enclosure integrity – touch up paint and gasket inspection or replacement in kind if damaged
Cabinet cleaning
Cabinet ventilation system inspection – radiator area cleaning Coolant level check
Battery and meter communications check
5-Yearly Maintenance: Once every 5
Operating Years in the Preventative
Maintenance Term
Refrigerant Refill
Pump Replacement
10-Yearly Maintenance: Once every 10
Operating Years in the Preventative
Maintenance Term
Inverter coolant refill
Inverter fan replacement
Inverter pump replacement
Powerpack coolant refill
Powerpack fan replacement
Powerpack bypass valve replacement
Powerpack door gasket replacement
h. Microgrid Scope of Work:

The following Maintenance Services, with the following frequency, during the Maintenance

1. Microgrid Equipment Inspection: Inspect microgrid related switchgear, circuit breakers, transformers, and controllers on an annual basis.

2. Microgrid Equipment Testing: Perform voltage testing, amperage testing, and infrared scans of microgrid related switchgear, circuit breakers, transformers, and controllers on an annual basis.

3. Microgrid Readiness Testing: Perform one annual simulated resiliency event readiness test coordinated with Menlo Park (during Standard Business Hours) and review results with city staff.

4. Microgrid Equipment Monitoring: Monitor system performance on a daily basis. i. PxiSE Microgrid monitoring platform:

Reporting
• Quarterly report on MEMS performance and resiliency metrics • Report will be delivered via PDF or digitally within future HMI Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 51 of 54 ESC – CA Public
V 9/22/20
• Report will be available within 60 days of the end of each quarter • Quarterly report will include an analysis of the previous quarter’s:
o Total PV production (kWh or MWh) and energy usage including carbon-based fuel offset estimate (SGIP)
o Battery charging source, grid vs. PV (kW or MW)
o Battery cycling (number of total cycles)
o Number of islanding events including detail of seamless starts and grid reconnects (ST) and load/critical load served
o Quantity and length of prolonged events (LT)
o Load shedding events and signals sent to BMS
o Battery and inverter maintenance events
j. Optional Public Safety Power Shutoff (PSPS) Event Related Services (to be charged on a per event basis per fee schedule in Section V, Repair Services below):
i) Menlo Park and ENGIE Services U.S. will communicate via email as soon as either party becomes aware that a pre-planned utility power outage (i.e. Public Safety Shutoff Events) is Scheduled. The non-initiating party will promptly respond to the initiating party in confirmation of receipt of the email notification.
ii) ENGIE Services U.S. will notify Menlo Park upon utility power outage commencement iii) Provide digital signage management for Menlo Park supplied display a. Alert building occupants of power event status (Planned, Active, Completed). b. Building occupant tips for extending resilient power coverage. iv) ENGIE Services U.S. will notify Menlo Park upon utility power outage conclusion v) Post-event review of resilient system performance with Menlo Park a. Assess system run-time performance.
b. ENGIE Services U.S. will calculate the emissions benefit of having renewable based microgrid vs only diesel back-up.
c. Recommendations for extending resilient coverage if more time is needed vi) Assist with implementing lessons learned from review.

V. Repair Services
If a Generating Facility is damaged and requires safe-off, repair, demolition and/or reconstruction, or otherwise requires repair outside of warranty which is not caused by a failure by ENGIE Service U.S. to maintain per this Attachment F, Menlo Park must contact the ENGIE Services U.S. PV Operations & Maintenance Manager. In the event of damage, any component of the Generating Facility installed by ENGIE Services U.S. can be repaired or reconstructed by ENGIE Services U.S. at Menlo Park’s request. Menlo Park must submit a request for quotation to the ENGIE Services U.S. PV Operations & Maintenance Manager. ENGIE Services U.S. will inspect the damage and provide a written quotation and complete scope of work to Menlo Park to restore the Generating Facility to normal operational condition. Before proceeding with repairs, ENGIE Services U.S. and Menlo Park must execute a work order, on ENGIE Services U.S.’s form, for the agreed scope of work and quotation amount. Repair work is done on a time and materials basis. Standard Business Hours are M-F, 7am to 5pm. Non-business Hours & Saturdays Equals 1.5x Rates. Sundays & Holidays Equals

2.0x Rates. ENGIE Services U.S. will respond to unscheduled equipment outages and be on site within seven (7) business days to troubleshoot and repair; timing is dependent upon manufacturer parts availability.

Labor Category Straight
Time
Hourly Rate – PV Electrical Journeyman Technician1 $/hr. Menlo Park Labor Rate
Hourly Rate – PV Electrical Apprentice Technician1 $/hr. Menlo Park Labor Rate
Hourly Rate – Engineering2 $/hr. $ 170.00
Hourly Rate – Administrative2 $/hr. $ 65.00
Service call-out - Daily minimum fee $ $ 550.00
Mileage $ IRS Rate
Material mark-up % % 15.00
Lift rental fee $ Current
Market Price
Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 52 of 54 ESC – CA Public
V 9/22/20
PSPS Event Related Services (per event) $ $900
1 Trade Hourly rate will be adjusted based on the current year of the local prevailing wage determination plus Burden, requirement for either travel or subsistence and lodging, and markup for services being requested. 2 Escalated according to an inflation rate to the year in which service will occur.

VI. Warranty Services
The ENGIE Services U.S. PV Operations & Maintenance Manager will also be Menlo Park’s point of contact for all issues related to the ENGIE Services U.S. Warranty set forth in Article 9 of the Contract. Menlo Park should refer to Article 9 of the Contract for services provided by ENGIE Services U.S. to Menlo Park in relation to manufacturer’s warranties. The terms and conditions of the relevant manufacturer’s warranties can be found in the operation and maintenance manuals delivered to Menlo Park at Final Completion.

VII. Services and Equipment to Be Covered by Menlo Park ENGIE Services U.S.’s obligations under this Attachment F are expressly conditioned upon Menlo Park’s payment of the Annual Maintenance Fee and providing and being responsible for the following, without cost to ENGIE Services U.S.:
a. Making the Generating Facilities described herein available to ENGIE Services U.S. as of the Contract Effective Date. b. Operating and maintaining security systems associated with the Generating Facilities. c. Maintaining all landscaping in and around Generating Facilities including tree trimming. d. Allowing ENGIE Services U.S. and its personnel access as necessary to the Generating Facilities, and any related areas that may be reasonably necessary for performance of the Maintenance Services, including reasonable work, parking, and equipment staging areas.
e. Allowing ENGIE Services U.S. and its personnel to access electrical power and other utilities then existing at the Generating Facilities as necessary for ENGIE Services U.S. to satisfy its obligations under the Contract. f. Remediating, pursuant to Applicable Law, any known Hazardous Substances encountered by ENGIE Services U.S. during the performance of the Maintenance Services which Hazardous Substances were not deposited by ENGIE Services U.S., including any backfill with clean soil as may be reasonably required. g. Insuring the Generating Facilities against loss due to acts of God and the public enemy; flood, earthquake, tornado, storm, fire; civil disobedience, sabotage, and vandalism.

ENGIE Services U.S. will have no obligation to provide the Maintenance Services to the extent such provision of Maintenance Services is materially adversely affected by Menlo Park’s failure to satisfy the conditions set forth in this Attachment F.

Menlo Park may terminate the Maintenance Services for its convenience by giving ENGIE Services U.S. ninety (90) days written notice prior to termination. Menlo Park understands that should Menlo Park elect to terminate for convenience the Maintenance Services, ENGIE’s M&V Services and savings guarantee pursuant to Attachment E would simultaneously end.

Resolution No. 6693

Rev. Date: 12/22/21 Page 53 of 54 ESC – CA Public
V 1/27/12

ATTACHMENT G

EV CHARGING SUPPORT SERVICES

EQUIPMENT AND FACILITIES COVERED
ENGIE Services U.S. will provide EV Charging Support Services as set forth in this Attachment G with respect to the EV Chargers being constructed on Menlo Park’s property at the following Project Locations:

Site Name Site Address City State Zip Code
Menlo Park Community Campus 100 Terminal Ave, Menlo Park CA 94025 Capitalized terms used in this Attachment G and not defined in the Contract, have the meanings set forth below:

I. Definitions
“Monthly EV Charging Support Services Fee” means a fee payable monthly by Menlo Park to ENGIE Services U.S., in consideration of the provision of up to ten (10) years of EV Charging Support Services. The Fee for the first Measurement Period will be as shown in the table below and will be increased annually thereafter at the rate of three percent (3%) per annum, each increase to be effective on the first day of the corresponding Measurement Period.

Measurement
Period
Monthly EV
Charging Support
Services Fee
1 $806
2 $828
3 $850
4 $873
5 $896
6 $920
7 $945
8 $971
9 $997
10 $1,024
“Monthly EV Charging Transaction Fee” means a fee collected and retained by ENGIE Services U.S. from end users of the EV Chargers. This fee will be 11% of the charging revenue collected, comprised of 9.5% for software and credit card fees and 1.5% for ENGIE Services U.S. administrative costs.

II. Term / Termination
ENGIE Services U.S. will provide the EV Charging Support Services, as described herein, up to ten (10) years from the M&V Commencement Date on an annualized basis. At the end of this term, Menlo Park may:

1. Enter into another agreement with ENGIE Services U.S. to perform EV Charging Support Services

2. Enter into an agreement with another service provider

3. Self-perform services
Menlo Park may terminate the EV Charging Support Services for convenience by giving ENGIE Services U.S. ninety (90) days written notice prior to termination.

III. Scope of Work
ENGIE Services U.S. will provide the following EV Charging Support Services during the term:

Public Charging Services
a) Monthly Reporting showing
i. EV Charger Utilization
Resolution No. 6693

Energy Services Contract
Menlo Park and ENGIE Services U.S.

Rev. Date: 12/22/21 Page 54 of 54 ESC – CA Public
V 9/22/20
ii. Charger availability
iii. Revenue by charger
iv. Electricity cost by charger
b) Time of use Pricing Support
i) Coordination between Engie Services U.S. and Menlo Park to set charging fees to cover electricity charges incurred.
c) Direct Deposit – Monthly electronic transfer of charging revenues to a bank account designated by Menlo Park.
d) Remote Troubleshooting
e) Fault alarming
f) Ticketing and repair management
IV. Service Level Agreement
For any month in which more than one charger of either type; DC Fast Charger or Level 2 Charger at the same location are concurrently incapable of charging a vehicle; ENGIE Services U.S. will provide a credit against the Monthly EV Charging Support Services Fee as follows:

For the second and third concurrently inoperative DC Fast Charger in a given month: 20% of the Monthly EV Charging Support Service Fee per inoperative charger beyond the first inoperative charger. No credit for Monthly EV Charging Transaction Fees will be given.

For the second, third, fourth, etc. concurrently inoperative Level 2 charger where both plugs in a dual port charger are inoperative in a given month; 10% of the Monthly EV Charging Support Service Fee per inoperative charger beyond the first inoperative charger. No credit for Monthly EV Charging Transaction Fees will be given.

In no case will a credit in any month exceed the entire Monthly EV Charging Support Services Fee for that month.

ENGIE Services U.S.’s obligations under this Attachment G are expressly conditioned upon the following, without cost to ENGIE Services U.S.:

1. A lack of adequate supply of electricity to the EV chargers for any reason not caused by ENGIE Services U.S. or its subcontractors will not constitute an inoperative charger.

2. One or more chargers that are incapable of charging electric vehicles due to vandalism, accidental damage, misuse or mistreatment will not be considered inoperative chargers in regard to this Article IV until 28 days from the date at which Menlo Park provides a purchase order to ENGIE Services U.S. for the repair or replacement of such damaged equipment, provided that no more than 4 chargers are damaged in this way concurrently.

3. Menlo Park will notify ENGIE Services U.S. within two (2) business days of becoming aware of any EV Charger damage or failure. Within two (2) business days of notification of an EV Charger failure, ENGIE Services U.S. will troubleshoot and communicate to Menlo Park a repair timeline for the failed EV Charger.

4. Menlo Park will make the EV Charging Facilities described herein available to ENGIE Services U.S. during the term of the EV Charging Support Services.

Resolution No. 6693

CALIFORNIA NEWSPAPER SERVICE BUREAU
SPEN#

D A I L Y J O U R N A L C O R P O R A T I O N
To the right is a copy of the notice you sent to us for publication in the REDWOOD CITY TRIBUNE. Please read this notice carefully and call us with any corrections. The Proof of Publication will be filed with the County Clerk, if required, and mailed to you after the last date below. Publication date(s) for this notice is (are):

Mailing Address : 915 E FIRST ST, LOS ANGELES, CA 90012 Telephone (800) 788-7840 / Fax (800) 464-2839
Visit us @ www.LegalAdstore.com

JUDI HERREN

MENLO PARK/CITY MANAGER, CITY CLERK'S OFFICE
701 LAUREL ST/ CITY HALL 2ND FL.

MENLO PARK, CA 94025

HRG NOTICE OF HEARING
CITY OF MENLO PARK CITY COUNCIL MEETING ? ADOPTING CERTAIN

FINDINGS AND APPROVING AN ENERGY SERVICE CONTRACT AWARD 12/19/2021
Publication
Total
$159.50
$159.50
Notice Type:

Ad Description

COPY OF NOTICE
3539825
!A000005899663!
The charge(s) for this order is as follows. An invoice will be sent after the last date of publication. If you prepaid this order in full, you will not receive an invoice.

REUNIÓN DEL CONSEJO

DE LA CIUDAD DE MENLO
PARK - ADOPCIÓN DE

CIERTAS CONCLUSIONES
Y APROBACIÓN DE LA
ADJUDICACIÓN DE UN
CONTRATO DE SERVICIOS ENERGÉTICOS A
ENGIE SERVICES US INC.

PARA LAS MEJORAS

RELACIONADAS CON LA
ENERGÍA EN LAS INSTALACIONES DE LA CIUDAD

PARA EL PROYECTO DEL

CAMPUS COMUNITARIO
DE MENLO PARK UBICADO EN 100-110

TERMINAL AVENUE

NUEVO CORONAVIRUS,
COVID-19, AVISO DE

EMERGENCIA
La suspensión temporal del
gobernador Newsom de las
normas de teleconferencia
para las reuniones de un
organismo legislativo local
expiró el 30 de septiembre
de 2021. El proyecto de ley
(AB) 361 fue firmado por el
Gobernador y entró en vigor
como una medida de
urgencia para continuar
permitiendo el uso de las
reglas de teleconferencia
modificadas a partir del 1 de
octubre de 2021. Basado en
la declaración continua del
Gobernador Newsom de un
Estado de Emergencia y las
condiciones actuales, el
Concejo de la Ciudad
encuentra que reunirse
únicamente en persona
presentaría riesgos
inminentes para la salud o la
seguridad de los asistentes,
de tal manera que las
condiciones continúan
existiendo de acuerdo con la
sección 54953(e)(3) del
Código de Gobierno para
permitir que los Cuerpos
Legislativos usen teleconferencias para celebrar
reuniones públicas de
acuerdo con la sección
54953(e)(2) del Código de
Gobierno para asegurar que
los miembros del público
tengan acceso continuo para
observar y participar de
manera segura en las
reuniones del gobierno local.

El orden del día se publicará
el jueves anterior a la
reunión del Concejo
Municipal y proporcionará
una descripción más
detallada de los procedimientos de la audiencia.

SE NOTIFICA que el
Concejo Municipal de la
ciudad de Menlo Park,
California, celebrará una
audiencia pública el 11 de
enero de 2022 con el fin de
presentar ciertas conclusiones, recibir comentarios
del público y aprobar una
resolución que adopte las
conclusiones y apruebe un
contrato de servicios
energéticos de compra
directa con ENGIE Services
US Inc. para la implementación de determinadas
mejoras relacionadas con la
energía en las instalaciones
de la Ciudad, de conformidad con la Sección 4217.10
a 4217.18 del Código de
Gobierno de California,
incluyendo la instalación de
una micro red solar
fotovoltaica, un sistema
térmico solar fotovoltaico
(calentamiento de piscinas) y
la carga de vehículos
eléctricos para el proyecto
del Campus Comunitario de
Menlo Park que se encuentra actualmente en construcción y que estará ubicado en 100-110 Terminal Avenue,
APN 055-280-040. De
conformidad con lo dispuesto en el artículo 4217.10
y siguientes del Código de
Gobierno de California, el
contrato de servicios
energéticos exigirá que el
coste que suponga para la
ciudad la aplicación de las
mejoras relacionadas con la
energía sea inferior al coste
marginal previsto para la
ciudad de la energía térmica,
eléctrica o de otro tipo que
habría consumido la ciudad
en ausencia de la adquisición de las mejoras
energéticas.

SE NOTIFICA ADEMÁS que
dicho Consejo Municipal
celebrará una audiencia
pública sobre este punto a
través de una reunión virtual,
el 11 de enero de 2022, a
partir de las 6 p.m. o lo más
cerca posible de esa hora,
en la cual las personas
interesadas podrán
comparecer y ser escuchadas al respecto. Si usted
impugna este tema ante un
tribunal, puede limitarse a
plantear únicamente las
cuestiones que usted u otra
persona haya planteado en
la reunión pública descrita
en este aviso, o en la
correspondencia escrita
entregada a la Ciudad de
Menlo Park en la reunión
pública o antes de ella. La
correspondencia escrita se
considera normalmente un
registro público y puede
adjuntarse a los informes del
personal, que se publican en
el sitio web de la ciudad.

Por favor, póngase en
contacto con la Directora de
Sostenibilidad Rebecca
Lucky en
[email protected] o al
650-330-6765 si tiene alguna
ATTACHMENT B Page G-1.85
pregunta o comentario sobre
este proyecto.

Visite el sitio web de la
ciudad en menlopark.org/agenda para ver el
orden del día de la reunión
del Ayuntamiento y los
enlaces al informe del
personal de la reunión
pública.

DATED: December 16, 2021
BY: Judi A. Herren, City
Clerk
12/19/21
SPEN-3539825#

EXAMINER - REDWOOD

CITY TRIBUNE
Page G-1.86

CALIFORNIA NEWSPAPER SERVICE BUREAU
SPEN#

D A I L Y J O U R N A L C O R P O R A T I O N
To the right is a copy of the notice you sent to us for publication in the REDWOOD CITY TRIBUNE. Please read this notice carefully and call us with any corrections. The Proof of Publication will be filed with the County Clerk, if required, and mailed to you after the last date below. Publication date(s) for this notice is (are):

Mailing Address : 915 E FIRST ST, LOS ANGELES, CA 90012 Telephone (800) 788-7840 / Fax (800) 464-2839
Visit us @ www.LegalAdstore.com

JUDI HERREN

MENLO PARK/CITY MANAGER, CITY CLERK'S OFFICE
701 LAUREL ST/ CITY HALL 2ND FL.

MENLO PARK, CA 94025

HRG NOTICE OF HEARING
CITY OF MENLO PARK CITY COUNCIL MEETING ? ADOPTING CERTAIN

FINDINGS AND APPROVING AN ENERGY SERVICE CONTRACT AWARD 12/19/2021
Publication
Total
$139.70
$139.70
Notice Type:

Ad Description

COPY OF NOTICE
3539820
!A000005899659!
The charge(s) for this order is as follows. An invoice will be sent after the last date of publication. If you prepaid this order in full, you will not receive an invoice.

CITY OF MENLO PARK
CITY COUNCIL MEETING –

ADOPTING CERTAIN
FINDINGS AND APPROVING AN ENERGY SERVICE

CONTRACT AWARD TO
ENGIE SERVICES US INC.

FOR ENERGY RELATED

IMPROVEMENTS TO CITY

FACILITIES FOR THE
MENLO PARK COMMUNITY CAMPUS PROJECT
LOCATED AT 100-110

TERMINAL AVENUE

NOVEL CORONAVIRUS,
COVID-19, EMERGENCY

ADVISORY NOTICE
Governor Newsom's
temporary suspension of the
teleconferencing rules for
meetings of a local agency
legislative body expired as of
September 30, 2021.

Assembly Bill (AB) 361 was
signed by the Governor and
went into effect as an
urgency measure to continue
to allow use of the modified
teleconferencing rules as of
October 1, 2021. Based on
Governor Newsom’s
continued declaration of a
State of Emergency and
current conditions, the City
Council finds that meeting
solely in person would
present imminent risks to the
health or safety of attendees,
such that the conditions
continue to exist pursuant to
Government Code section
54953(e)(3) to allow
Legislative Bodies to use
teleconferencing to hold
public meetings in accordance with Government
Code section 54953(e)(2) to
ensure members of the
public have continued
access to safely observe and
participate in local government meetings. The agenda
will be published on
Thursday before a City
Council meeting and will
provide a more detailed
description of hearing
procedures.

NOTICE IS HEREBY GIVEN
that the City Council of the
City of Menlo Park, California
shall hold a public hearing on
January 11, 2022 for the
purpose of presenting certain
findings, taking public
comment, and approving a
resolution adopting the
findings and approving a
direct purchase Energy
Services Contract with
ENGIE Services US Inc. for
the implementation of certain
energy related improvements
to City facilities in accordance with California
Government Code Section
4217.10 to 4217.18,
including installation of a
solar photovoltaic microgrid,
solar photovoltaic thermal
system (pool heating), and
electric vehicle charging for
the Menlo Park Community
Campus project currently
under construction and to be
located at 100-110 Terminal
Avenue, APN 055-280-040.

Pursuant to the provisions of
California Government Code
Section 4217.10, et seq., the
Energy Services Contract
shall require that the cost to
the City to implement the
energy related improvements
will be less than the
anticipated marginal cost to
the City of thermal, electrical,
or other energy that would
have been consumed by the
City in the absence of
purchasing the energy
improvements.

NOTICE IS HEREBY
FURTHER GIVEN that said
City Council will hold a public
hearing on this item via
virtual meeting, on January
11, 2022, beginning at 6 p.m.
or as near as possible
thereafter, at which time and
place interested persons
may appear and be heard
thereon. If you challenge this
item in court, you may be
limited to raising only those
issues you or someone else
raised at the public meeting
described in this notice, or in
written correspondence
delivered to the City of Menlo
Park at, or before, the public
meeting. Written correspondence is typically considered a public record and may be
attached to staff reports,
which are posted on the city
website.

Please contact Sustainability
Manager Rebecca Lucky at
[email protected] or
650-330-6765 if you have
any questions or comments
on this project.

Si usted necesita más
información sobre este
proyecto, por favor llame al
650-330-6765, y pregunte
por un asistente que hable
español.

Visit the City’s website at
menlopark.org/agenda for
the City Council meeting
agenda and links to the
public meeting staff report.

DATED: December 16, 2021
BY: Judi A. Herren, City
Clerk
12/19/21
SPEN-3539820#

EXAMINER - REDWOOD

CITY TRIBUNE
Page G-1.87
Total M/G System Cost $ 5,208,929
Project Cost Less EVSE 4,861,246 $
Soft Costs $ 40,000
Allowance $ 511,071
SGIP Rebate $ 226,625
Utility rate increase 105.50%
Inflation 103%
Degradation 0.997
Year Solar kwh Solar rate BESS savings Thermal
kwh
Thermal
rate
Total
Savings
EVCS
monthly
costs
EVCS
Annual
costs
O&M
Costs M&V costs
0 1 981,350 $ 0.176 $ 13,141 37,769 $ 0.269 $ 196,018 $ 806 $ 9,672 $ 48,532 $ 13,816 2 978,406 $ 0.186 $ 13,535 37,769 $ 0.284 $ 205,924 $ 828 $ 9,936 $ 49,988 $ 14,230 3 975,471 $ 0.196 $ 13,941 37,769 $ 0.299 $ 216,337 $ 850 $ 10,200 $ 51,488 $ 14,657 4 972,544 $ 0.207 $ 14,360 37,769 $ 0.316 $ 227,282 $ 873 $ 10,476 $ 53,032 $ 15,097 5 969,627 $ 0.218 $ 14,790 37,769 $ 0.333 $ 238,787 $ 896 $ 10,752 $ 54,623 $ 15,550 6 966,718 $ 0.230 $ 15,234 37,769 $ 0.352 $ 250,882 $ 920 $ 11,040 $ 56,263 $ 16,017 7 963,818 $ 0.243 $ 15,691 37,769 $ 0.371 $ 263,596 $ 945 $ 11,340 $ 57,951 $ 16,498 8 960,926 $ 0.256 $ 16,162 37,769 $ 0.391 $ 276,961 $ 971 $ 11,652 $ 59,689 $ 16,993 9 958,043 $ 0.270 $ 16,647 37,769 $ 0.413 $ 291,011 $ 997 $ 11,964 $ 61,480 $ 17,503 10 955,169 $ 0.285 $ 17,146 37,769 $ 0.436 $ 305,781 $ 1,024 $ 12,288 $ 63,324 $ 18,028 11 952,304 $ 0.301 $ 17,660 37,769 $ 0.459 $ 321,309 $149,389 $ 18,569 12 949,447 $ 0.317 $ 18,190 37,769 $ 0.485 $ 337,634 $ 56,106 $ 19,126 13 946,599 $ 0.335 $ 18,736 37,769 $ 0.511 $ 354,796 $ 57,789 $ 19,700 14 943,759 $ 0.353 $ 19,298 37,769 $ 0.540 $ 372,839 $ 59,522 $ 20,291 15 940,927 $ 0.372 $ 19,877 37,769 $ 0.569 $ 391,808 $ 61,308 $ 20,900 16 938,105 $ 0.393 $ 20,473 37,769 $ 0.601 $ 411,751 $ 63,147 $ 21,527 17 935,290 $ 0.415 $ 21,087 37,769 $ 0.634 $ 432,719 $ 65,042 $ 22,173 18 932,484 $ 0.437 $ 21,720 37,769 $ 0.668 $ 454,764 $ 66,993 $ 22,838 19 929,687 $ 0.461 $ 22,372 37,769 $ 0.705 $ 477,943 $ 69,004 $ 23,523 20 926,898 $ 0.487 $ 23,043 37,769 $ 0.744 $ 502,313 $ 71,074 $ 24,229 21 924,117 $ 0.514 37,769 $ 0.785 $ 504,202
22 921,345 $ 0.542 37,769 $ 0.828 $ 530,431
23 918,581 $ 0.572 37,769 $ 0.874 $ 558,025
24 915,825 $ 0.603 37,769 $ 0.922 $ 587,054
25 913,078 $ 0.636 37,769 $ 0.972 $ 617,594
26 910,338 $ 0.671 $ 610,980
27 907,607 $ 0.708 $ 642,650
28 904,885 $ 0.747 $ 675,962
29 902,170 $ 0.788 $ 711,000
30 899,463 $ 0.831 $ 747,855
ATTACHMENT C Page G-1.88
SREC Starting Value 15.8
No Contingency
Spend
Full Contingency
Spend
SREC Escalation 1.05 20 Yr Savings $ 2,050,638 $ 1,539,567 SREC Value Yr 21 100 25 Yr Savings $ 5,060,669 $ 4,549,598 SREC Value Yr 26 165 30 Yr Savings $ 8,716,566 $ 8,205,495 Total Costs SGIP
Rebate
LCFS
Credits
Avoided Heat
Pump Costs SRECS
SREC
Value
$/MWh
SREC Tot
Value $
Avoided
Generator
Costs
Total Rebates
/ Avoided
Costs
Net Benefit Each
Year
Cumulative
Benefit
$ 35,000
$ 72,020 $ 45,325 $ 102,543 981 15.80 $ 15,505 $ 250,000 $ 448,374 $ 572,372 $ 572,372 $ 74,154 $ 45,325 $ 102,543 978 16.59 $ 16,232 $ 3,000 $ 167,100 $ 298,870 $ 871,242 $ 76,345 $ 45,325 $ 102,543 975 17.42 $ 16,992 $ 3,090 $ 167,951 $ 307,942 $ 1,179,185 $ 78,605 $ 45,325 $ 95,707 973 18.29 $ 17,788 $ 3,183 $ 162,003 $ 310,680 $ 1,489,865 $ 80,925 $ 45,325 $ 95,707 970 19.20 $ 18,622 $ 3,278 $ 162,932 $ 320,794 $ 1,810,659 $ 83,320 $ 95,707 967 20.17 $ 19,494 $ 3,377 $ 118,578 $ 286,140 $ 2,096,799 $ 85,789 $ 95,707 964 21.17 $ 20,407 $ 3,478 $ 119,592 $ 297,399 $ 2,394,198 $ 88,334 $ 88,871 961 22.23 $ 21,363 $ 3,582 $ 113,817 $ 302,443 $ 2,696,642 $ 90,947 $ 88,871 958 23.34 $ 22,364 $ 3,690 $ 114,925 $ 314,989 $ 3,011,630 $ 93,640 955 24.51 $ 23,412 $ 3,800 $ 27,212 $ 239,354 $ 3,250,984 $ 167,958 952 25.74 $ 24,509 $ 3,914 $ 28,423 $ 181,775 $ 3,432,759 $ 75,232 949 27.02 $ 25,657 $ 4,032 $ 29,689 $ 292,091 $ 3,724,850 $ 77,489 947 28.37 $ 26,859 $ 4,153 $ 31,012 $ 308,319 $ 4,033,168 $ 79,813 944 29.79 $ 28,118 $ 4,277 $ 32,395 $ 325,420 $ 4,358,589 $ 82,208 941 31.28 $ 29,435 $ 4,406 $ 33,841 $ 343,440 $ 4,702,029 $ 84,674 938 32.85 $ 30,814 $ 4,538 $ 35,352 $ 362,429 $ 5,064,458 $ 87,215 935 34.49 $ 32,258 $ 4,674 $ 36,932 $ 382,436 $ 5,446,893 $ 89,831 932 36.21 $ 33,769 $ 4,814 $ 38,583 $ 403,516 $ 5,850,410 $ 92,527 930 38.02 $ 35,351 $ 4,959 $ 40,310 $ 425,725 $ 6,276,135 $ 95,303 927 39.93 $ 37,007 $ 5,107 $ 42,114 $ 449,124 $ 6,725,259 $ - 924 41.92 $ 38,741 $ 38,741 $ 542,943 $ 7,268,201
$ - 921 44.02 $ 40,556 $ 40,556 $ 570,987 $ 7,839,188
$ - 919 46.22 $ 42,456 $ 42,456 $ 600,481 $ 8,439,669
$ - 916 48.53 $ 44,445 $ 44,445 $ 631,499 $ 9,071,168
$ - 913 50.96 $ 46,527 $ 46,527 $ 664,122 $ 9,735,290
910 53.50 $ 48,707 $ 48,707 $ 659,687 $ 10,394,977
908 56.18 $ 50,989 $ 50,989 $ 693,639 $ 11,088,616
905 58.99 $ 53,378 $ 53,378 $ 729,340 $ 11,817,956
902 61.94 $ 55,879 $ 55,879 $ 766,879 $ 12,584,835
899 65.03 $ 58,497 $ 58,497 $ 806,352 $ 13,391,187
Page G-1.89
Y+V:V
OPT Estimate OPT
Estimate OPT Estimate OPT Estimate OPT Estimate OPT Estimate OPT Estimate Year Total
Savings
EVCS
Annual
costs
O&M Costs M&V costs Total Costs Avoided Heat
Pump Costs SREC Tot Value $
1 $ 224,795 $ 9,672 $ 48,532 $ 13,816 $ 72,020 $ - $ 14,720 2 $ 232,316 $ 9,936 $ 49,988 $ 14,230 $ 74,154 $ - $ 14,647 3 $ 240,614 $ 10,200 $ 51,488 $ 14,657 $ 76,345 $ - $ 14,573 4 $ 248,676 $ 10,476 $ 53,032 $ 15,097 $ 78,605 $ - $ 14,501 5 $ 257,490 $ 10,752 $ 54,623 $ 15,550 $ 80,925 $ - $ 14,428 6 $ 266,042 $ 11,040 $ 56,263 $ 16,017 $ 83,320 $ - $ 14,356 7 $ 275,319 $ 11,340 $ 57,951 $ 16,498 $ 85,789 $ - $ 14,284 8 $ 285,305 $ 11,652 $ 59,689 $ 16,993 $ 88,334 $ - $ 14,213 9 $ 295,985 $ 11,964 $ 61,480 $ 17,503 $ 90,947 $ - $ 14,142 10 $ 306,344 $ 12,288 $ 63,324 $ 18,028 $ 93,640 $ 235,000 $ 14,071 11 $ 317,364 $ 72,657 $ 149,389 $ 18,569 $ 240,615 $ - $ 9,334 12 $ 329,027 $ 13,036 $ 56,106 $ 19,126 $ 88,268 $ - $ 9,287 13 $ 341,313 $ 13,427 $ 57,789 $ 19,700 $ 90,916 $ - $ 9,241 14 $ 353,199 $ 13,830 $ 59,522 $ 20,291 $ 93,643 $ - $ 9,194 15 $ 366,666 $ 14,245 $ 61,308 $ 20,900 $ 96,453 $ - $ 9,148 16 $ 380,689 $ 14,673 $ 63,147 $ 21,527 $ 99,347 $ - $ 9,103 17 $ 395,242 $ 15,113 $ 65,042 $ 22,173 $ 102,328 $ - $ 9,057 18 $ 410,301 $ 15,566 $ 66,993 $ 22,838 $ 105,397 $ - $ 9,012 19 $ 426,840 $ 16,033 $ 69,004 $ 23,523 $ 108,560 $ - $ 8,967 20 $ 443,830 $ 16,514 $ 71,074 $ 24,229 $ 111,817 $ 315,000 $ 8,922 21 $ 461,238 $ 17,009 $ 223,206 $ 24,956 $ 265,172 $ -
22 $ 479,033 $ 17,520 $ 75,402 $ 25,705 $ 118,627 $ -
23 $ 499,180 $ 18,045 $ 77,664 $ 26,476 $ 122,186 $ -
24 $ 519,641 $ 18,587 $ 79,994 $ 27,270 $ 125,851 $ -
25 $ 540,378 $ 19,144 $ 82,394 $ 28,088 $ 129,627 $ -
26 $ 563,348 $ 19,719 $ 84,866 $ 28,931 $ 133,515 $ -
27 $ 586,509 $ 20,310 $ 87,412 $ 29,799 $ 137,521 $ -
28 $ 611,812 $ 20,919 $ 90,034 $ 30,693 $ 141,646 $ -
29 $ 638,208 $ 21,547 $ 92,735 $ 31,613 $ 145,896 $ -
30 $ 665,645 $ 22,193 $ 95,518 $ 32,562 $ 150,273 $ -
Page G-1.90
No Contingency Spend Full Contingency Spend
OPT Estimate OPT Estimate OPT Estimate OPT Estimate OPT Estimate OPT Estimate Avoided
Generator Costs
Total Rebates &
Avoided Costs
Net Benefit Each
Year
Cumulative
Benefit
Cumulative Benefit
Including M/G System
Purchase Cost
Cumulative Benefit
Including M/G System
Purchase Cost
$ 315,000 $ 315,000 $ 315,000 $ 315,000 $ (4,546,246) $ (5,057,317) $ 3,300 $ 165,889 $ 318,663 $ 318,663 $ (4,542,583) $ (5,053,654) $ 3,399 $ 165,914 $ 324,076 $ 642,739 $ (4,218,507) $ (4,729,578) $ 3,501 $ 165,943 $ 330,212 $ 972,951 $ (3,888,295) $ (4,399,366) $ 3,606 $ 159,139 $ 329,210 $ 1,302,161 $ (3,559,085) $ (4,070,156) $ 3,714 $ 159,174 $ 335,739 $ 1,637,901 $ (3,223,345) $ (3,734,416) $ 3,826 $ 113,889 $ 296,611 $ 1,934,512 $ (2,926,734) $ (3,437,805) $ 3,940 $ 113,932 $ 303,462 $ 2,237,974 $ (2,623,272) $ (3,134,343) $ 4,059 $ 107,142 $ 304,113 $ 2,542,087 $ (2,319,159) $ (2,830,230) $ 4,180 $ 107,193 $ 312,231 $ 2,854,318 $ (2,006,928) $ (2,517,999) $ 4,306 $ 253,377 $ 466,081 $ 3,320,399 $ (1,540,847) $ (2,051,918) $ 4,435 $ 13,769 $ 90,518 $ 3,410,916 $ (1,450,330) $ (1,961,401) $ 4,568 $ 13,855 $ 254,613 $ 3,665,530 $ (1,195,716) $ (1,706,787) $ 4,705 $ 13,946 $ 264,342 $ 3,929,872 $ (931,374) $ (1,442,445) $ 4,846 $ 14,041 $ 273,597 $ 4,203,468 $ (657,778) $ (1,168,849) $ 4,992 $ 14,140 $ 284,353 $ 4,487,822 $ (373,424) $ (884,495) $ 5,141 $ 14,244 $ 295,586 $ 4,783,408 $ (77,838) $ (588,909) $ 5,296 $ 14,353 $ 307,267 $ 5,090,675 $ 229,429 $ (281,642) $ 5,454 $ 14,466 $ 319,371 $ 5,410,046 $ 548,800 $ 37,729 $ 5,618 $ 14,585 $ 332,865 $ 5,742,911 $ 881,665 $ 370,594 $ 75,787 $ 399,709 $ 731,721 $ 6,474,632 $ 1,613,386 $ 1,102,315 $ 5,960 $ 5,960 $ 202,027 $ 6,676,659 $ 1,815,413 $ 1,304,342 $ 6,139 $ 6,139 $ 366,545 $ 7,043,204 $ 2,181,958 $ 1,670,887 $ 6,323 $ 6,323 $ 383,318 $ 7,426,522 $ 2,565,276 $ 2,054,205 $ 6,513 $ 6,513 $ 400,303 $ 7,826,825 $ 2,965,579 $ 2,454,508 $ 6,708 $ 6,708 $ 417,459 $ 8,244,284 $ 3,383,038 $ 2,871,967 $ 6,909 $ 6,909 $ 436,742 $ 8,681,026 $ 3,819,780 $ 3,308,709 $ 7,117 $ 7,117 $ 456,104 $ 9,137,131 $ 4,275,885 $ 3,764,814 $ 7,330 $ 7,330 $ 477,496 $ 9,614,627 $ 4,753,381 $ 4,242,310 $ 7,550 $ 7,550 $ 499,863 $ 10,114,489 $ 5,253,243 $ 4,742,172 $ 7,777 $ 7,777 $ 523,149 $ 10,637,638 $ 5,776,392 $ 5,265,321 Page G-1.91
Microgrid frequently asked questions
What is a microgrid?
According to an article published on Microgrid Knowledge by Elisa Wood on March 28, 2020, a microgrid is defined as a self-sufficient energy system that serves a discrete geographic footprint, such as a college, campus, hospital complex, business center or even neighborhood. Within microgrids there are one or more kinds of distributed energy (solar panels, wind turbines, combined heat power, generators) that produce power. Newer microgrids contain energy storage from batteries, and some now also include electric vehicle charging stations that can take energy from a car to support providing power to a building.

Microgrids create energy locally for its buildings. They are also independent as it can disconnect from the central grid. This islanding capability allows them to supply power to buildings when a storm or other outage occurs on the power grid. They also use microgrid controller that intelligently manages energy so that maximum savings and reliably can be achieved.

What contributes to the cost of a project like this?
The largest cost component for the clean energy infrastructure for the MPCC project is the solar and battery storage microgrid. This includes solar carport canopies that will provide shaded parking, panels to generate energy, batteries to store the energy and electrical infrastructure to operate the site for at least 24-hours during a power outage with the ability to harness and access power the next day using solar power. The contract also includes the local labor to install all parts of the solar, EV charging, pool heating and microgrid. The itemized cost for clean energy infrastructure are as follows:
• $3,687,307 for the solar and batter storage microgrid • $1,165,939 for the solar photovoltaic thermal pool heating system (reduced from original bid) • $347,683 for the EV charging (reduced from original bid) How has this project addressed design features and community values? The solar panel locations have been adjusted to account for community values and design features of the building, including preservation of existing trees and which areas are covered by solar. ENGIE has been designing solar panel installations to visually match the renderings and site plan proposals presented to the community as part of the design process.

What are the benefits of this project?
• The solar and battery microgrid will provide the site with local clean energy year-round and allow the site to operate during grid outages.
• Installing renewable electric power on city facilities is consistent the 2030 climate action plan strategy No. 5 to eliminate fossil fuels from city operations and is consistent with sustainable budget practices by reducing long term operating costs.

ATTACHMENT E Page G-1.92
• The microgrid will generate clean on-site solar electricity for the facility during the day and store extra solar energy in a battery for evening/nighttime energy needs, reducing operating costs and providing an extra layer of guaranteed clean energy consumed at all times of the day.
• The facility is also being designed to provide shelter and services in the event of an emergency, requiring backup power. The microgrid component means neighbors can charge devices and come to a safe and climate-controlled space when the power is out at home. It will reduce the need for diesel backup generators in the neighborhood, both at individual homes and at the MPCC site. Diesel generators emit exhaust that can worsen asthma symptoms and pose risks for people with heart and lung diseases. • The solar power will serve the center during normal operations, reducing the purchases of power from PG&E and PCE for the City over the next 25 years. • A key objective of the microgrid is to provide resilience with clean backup power rather than the traditional use of diesel-powered generators. The microgrid system will be able to provide emergency power at least 24 hours without the need for diesel generators with the ability to harness and access power the next day using solar power. If an emergency lasts longer than a few days or solar power is unavailable, a mobile backup diesel generator could be used to supplement the clean power onsite. Working in concert with the solar and battery microgrid will allow the diesel generator to run much less if it’s required during a longer-term emergency.
• The project also includes installing 27 EV charging spaces in a neighborhood where less than 3 percent of multifamily properties have access to charging at or near their home.

This will enable more residents and city employees/contractors to confidently chose a cleaner transportation option for themselves if charging is nearby. In addition, the number of charging spaces reflects the city’s currently adopted green building standards for commercial developments in this neighborhood. There will be a total of 164 parking spaces at the MPCC project site once construction is completed, and the city’s green building standards require 15 percent of spaces to be pre-wired for future EV charging s with 10 percent of those spaces having access to actual charging at the time of project completion. The city is taking a leadership role by demonstrating that all 15 percent of the parking spaces will have charging access on day one of the completed project. • On October 12, the City Council also directed staff to pursue inclusion of solar thermal pool heating for additional electric load savings and reduced reliance on the power grid.

City requirements mean the pool would use an electric heater in the absence of this project. The solar thermal system will be more cost-effective for the City in the long run.

What programs exist to help Belle Haven residents purchase electric vehicles? In addition to the long-term savings opportunities, Peninsula Clean Energy offers up to $4,000 in rebates for used plug-in hybrid and fully electric EVs, with increased rebates available for income-qualified residents that can be combined with incentives from other state and local programs. There are also federal and state incentives and rebates for making the EV switch.

Purchasing electric vehicles helps to reduce air pollution that causes health problems and lung irritants.

What are the impacts of not approving this project?
• The city will lose an opportunity for the next 20 to 30 years to enhance air quality as it would need to install an onsite diesel generator, and will reduce the city’s ability to Page G-1.93
reduce greenhouse gas emissions to meet the 2030 Climate Action Plans goal to be carbon neutral by 2030.
• If the city decides not to pursue the project, then the cost of procuring energy from Peninsula Clean Energy or PG&E will be subject to anticipated annual increases in energy costs and potential uncertainties of energy production. These costs are expected to be more than the cost to build the microgrid as proposed. The fixed cost of this project as proposed in the requested $5.72 million dollar budget allocation will protect the City against anticipated and uncontrollable increases in energy prices over the 20 to 30-year life span of the project.
• If the City decides not to pursue the project, then any power outages in the area will cause the facility to lose power and may increase the reliance on diesel backup generators.
• If the project is not approved, the City and Meta project team will be required to update the construction design plans to remove the solar and microgrid components, and plan for power from the utility only. This could delay construction, especially given challenges in the global supply chain for vital electrical equipment.

What are the impacts of delaying this project for three to six months? This project is the result of a comprehensive development and competitive procurement process which selected ENGIE as the preferred vendor to support the implementation of the City Council’s goals for sustainable enhancements for the MPCC project. Significant delays to the project will put at risk design, construction, and financing options, which have the potential to delay the opening of the MPCC for the community. In addition, it will be difficult to secure the same pricing given the global supply chain issues.

Are there any other cities in the Bay Area pursuing projects like this one? The City of Fremont, City of Milpitas, Solano County, Santa Barbara schools and the have all contracted for or completed similar projects. Menlo Park would be on the leading edge of cities making a statement about local clean air and sustainability by incorporating multiple clean energy features.

Page G-1.94

ATTACHMENT F
Page G-1.95
City Manager's Office

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org

STAFF REPORT
City Council
Meeting Date: 1/11/2022
Staff Report Number: 22-009-CC
Regular Business: Appointment of Justin Murphy as interim city manager and approval of compensation for interim
city manager services
Recommendation
Appoint Justin Murphy as interim city manager and approve compensation for interim city manager services.

Policy Issues
The City Council has the responsibility of appointing the city manager. The city manager serves as the City’s chief executive officer.

Background
City Manager Starla Jerome-Robinson’s employment contract with the City is set to expire March 31, 2022.

The City Council created a subcommittee consisting of City Councilmember Taylor and Vice Mayor Wolosin to work with the Hawkins Group to manage the outreach and recruitment for a new permanent city manager, which is currently underway.

On December 27th, City Manager Starla Jerome-Robinson provided the City Council with 60 days’ notice of her resignation, but asked if City Council would allow her to waive the 60 days’ notice requirement if an interim could be appointed sooner than the 60 days. The City Council has agreed to waive the 60-day notice requirement. To that end, it is necessary to appoint a city manager on an interim basis to serve pending the completion of the outreach and recruitment for a new permanent city manager and maintain City services especially in light of the ongoing COVID-19 pandemic.

Analysis
Appointing current Deputy City Manager Justin Murphy to perform duties of the city manager position will provide continuity for the City Council’s priorities. The interim city manager will serve while recruitment for a permanent city manager is underway.

Given the need for continuity and a highly trained and experienced professional to lead the City, particularly in the midst of the COVID-19 pandemic, appointing Mr. Murphy as interim city manager will serve the organization and community well. Effective January 12, 2022 and ending on the date immediately preceding the date on which the permanent appointee to the vacant position of city manager commences their employment unless the interim appointment is terminated earlier by the City at a regularly noticed City Council meeting or by Mr. Murphy. Mr. Murphy would then return to his position as deputy city manager.

AGENDA ITEM H-1 Page H-1.1
Staff Report #: 22-009-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org In recognition of the additional duties Mr. Murphy is taking on in the interim role, City Council will be considering increasing Mr. Murphy salary while he serves as interim city manager. A five percent to 10 percent increase is standard practice and is also aligned with the City’s practice and policies with respect to “out of class” and interim assignments.

Impact on City Resources
There are no additional financial impacts associated with this engagement as the city manager salary is currently budgeted.

Environmental Review
This action is not a project within the meaning of the California Environmental Quality Act (CEQA) Guidelines §§ 15378 and 15061(b)(3) as it is a minor change that will not result in any direct or indirect physical change in the environment
Public Notice
Public notification was achieved by posting the agenda, with the agenda items being listed, at least 72 hours prior to the meeting.

Attachments
None.

Report prepared by:

Genevieve Ng
Sloan Sakai Young & Wong
Page H-1.2
Public Works

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org

STAFF REPORT
City Council
Meeting Date: 1/11/2022
Staff Report Number: 22-004-CC
Regular Business: Adopt a resolution approving and authorizing the Mayor to execute the second amendment to and
restatement of the joint powers agreement
establishing the Peninsula Traffic Congestion Relief
Alliance and appoint representatives to the
Peninsula Traffic Congestion Relief Alliance board
of directors
Recommendation
Staff recommends that the City Council adopt a resolution (Attachment A) approving and authorizing the mayor to execute the second amendment to and restatement of the joint powers agreement establishing the Peninsula Traffic Congestion Relief Alliance (Alliance), which will formalize the City of Menlo Park’s membership in the Alliance, and to appoint a representative and alternate to the Alliance board of directors.

Policy Issues
The City’s membership in the Alliance supports the City’s transportation demand management (TDM) program guidelines and implements policies and programs in the 2016 General Plan Circulation Element.

Policy CIRC-6.1 identifies a priority to coordinate “transportation demand management efforts with other agencies providing similar services within San Mateo and Santa Clara Counties” and Program CIRC-6.D specifically states that the City should “consider joining the Peninsula Traffic Congestion Relief Alliance (“Commute.org”) to assist local employers with increasing biking and walking, transit, carpool, and vanpool and shuttle use for their employees.”
Background
In 2000, 15 cities and towns in San Mateo County joined together to form the Alliance, commonly known as Commute.org. Commute.org serves as San Mateo County’s Transportation Demand Management agency.

TDM is a set of strategies, policies, and programs that aim to reduce the demand for single-occupant vehicle (SOV) travel. Some of Commute.org’s TDM programs include commuter support services, incentive programs, trip logging software, emergency ride home, first/last mile commuter shuttles from Caltrain, and partnerships with public agencies and private groups and employers.

Later in 2005, Commute.org added two additional municipalities and the County of San Mateo to create the current 18 member Alliance. The City of Menlo Park and the Towns of Portola Valley and Woodside are not currently members.

The City of Menlo Park has an existing TDM program that was established in the early 1990s. At the time that Commute.org was formed in 2000, the City opted not to join. City staff currently shares information with Commute.org and promotes their free TDM programs in San Mateo County. Additionally, City staff coordinates with Commute.org on regional events such as Bike to Work Day, and with Commute.org and AGENDA ITEM H-2 Page H-2.1
Staff Report #: 22-004-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org the Peninsula Corridor Joint Powers Board (“Caltrain”) on a joint shuttle contract.

In recent years, the City has explored formally joining Commute.org as a member agency. The 2016 general plan circulation element includes Program CIRC-6.D to join Commute.org. At its May 22, 2018, meeting, the City Council previously authorized the Mayor to sign a letter of intent to join Commute.org, but action was delayed while Commute.org revised its joint powers agreement to address pension liability requirements for joint powers authorities as a result of state law changes (AB 1912.) Analysis
In 2019, the City initiated a transportation management association (TMA) feasibility study to better understand how the City could address traffic issues and commuting patterns. The study, approved by City Council at its October 12, 2021 meeting, recommended working more closely with Commute.org, including joining the organization as an effective short-term action. This recommendation coincided with Commute.org amending its joint powers agreement in September 2021, enabling the addition of new members. In late September 2021, Commute.org Executive Director John Ford sent the Mayor a letter formally asking Menlo Park to join the organization (Attachment B.)

Joining Commute.org as a member would give the City an official vote on the board of directors, while continuing the existing, strong working relationship the City has with the organization. Working with or promoting Commute.org supports all three objectives of the TMA feasibility study: endorsing regional TDM efforts, serving as an example of an employer with a robust TDM program, and ensuring TDM support is available to all businesses. Joining Commute.org as a member is a key action to achieve the first of these objectives – endorsing regional TDM efforts.

The City’s membership in Commute.org would enhance the ability to coordinate on employer outreach, support and incentive programs. The City currently promotes Commute.org’s services to City employees as alternatives to driving to work, including their trip logging software, incentive programs and emergency ride home program. Per recommendations in the TMA feasibility study, the City would continue to promote Commute.org and work with City Council to identify funding for paid services with Commute.org and Manzanita Transit to ensure TDM support is available for all businesses in Menlo Park.

Commute.org’s board of directors approved the Second Amendment to and Restatement of the Joint Powers Agreement Establishing the Peninsula Traffic Congestion Relief Alliance (Attachment C) in September 2021, which will facilitate membership entry for the City Menlo Park, Towns of Portola Valley and Woodside. Adoption of the resolution would complete Menlo Park’s process of joining Commute.org.

Portola Valley has since adopted a resolution to join Commute.org and Woodside is expected to complete the process, but as of this publication has yet to set a timeline.

As part of joining Commute.org, the City Council needs to appoint a City Councilmember (and an alternate) to participate on the Commute.org board of directors. Each year there are five scheduled public meetings, each about an hour and a half in duration. In addition, agency staff from some member agencies participate in a Supervisory Committee and a Finance Committee that advise the board of directors. Participation in these advisory committees is not required of each agency, but board members may nominate staff to serve on each committee. Staff participation on the advisory committees would represent a new effort under the City’s TDM program that could take time away from other efforts. Staff estimate that each committee assignment could require up to eight hours of staff time per month.

Page H-2.2
Staff Report #: 22-004-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org Impact on City Resources
No financial resources are required for this action. Staff time associated with participating in Commute.org could increase by up to 16 hours per month if staff were requested to participate in the Supervisory and/or Finance Committees of Commute.org.

Environmental Review
Adoption of the resolution to join Commute.org is exempt from the California Environmental Quality Act under section 15320, Changes in Organization of Local Agencies.

Public Notice
Public notification was achieved by posting the agenda, with the agenda items being listed, at least 72 hours prior to the meeting.

Attachments
A. Resolution
B. Invitation letter to join the Peninsula Traffic Congestion Relief Alliance C. Second amendment to and restatement of joint powers agreement establishing the Peninsula Traffic Congestion Relief Alliance
Report prepared by:

Nicholas Yee, Transportation Demand Management Coordinator Report reviewed by:

Kristiann Choy, Senior Transportation Engineer
Hugh Louch, Assistant Public Works Director - Transportation Page H-2.3
RESOLUTION NO. XXXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENLO PARK

APPROVING THE SECOND AMENDMENT TO AND RESTATEMENT OF THE

JOINT POWERS AGREEMENT ESTABLISHING THE PENINSULA TRAFFIC

CONGESTION RELIEF ALLIANCE AND AUTHORIZING THE MAYOR TO

EXECUTE THE AGREEMENT
WHEREAS, the Peninsula Traffic Congestion Relief Alliance (Alliance) was established in 2000 through a Joint Powers Agreement (JPA) executed by fifteen cities in the County of San Mateo, to assist the public and private sectors in achieving traffic congestion relief; and WHEREAS, in 2005, the JPA was amended to include the County of San Mateo, and the Towns of Atherton and Hillsborough as members of the Alliance, bringing the total membership to 18 agencies, all of which approved and executed the Amendment to and Restatement of the Joint Powers Agreement; and
WHEREAS, the City of Menlo Park and the Town of Portola Valley desire to join the Alliance and the Town of Woodside may consider membership as well; and WHEREAS, adding members to the Alliance requires all of the current members as well as the new members to approve and execute a Second Amendment of the Joint Powers Agreement; and
WHEREAS, in addition to expanding the membership of the Alliance, the proposed Second Amendment to the Joint Powers Agreement takes the opportunity to update and refresh the JPA by (1) revising the first section on "Purpose" to reflect the Alliance's recently adopted Mission and Vision Statements as set forth in its Strategic Plan and (2) clarifying that the Alliance has developed a new brand and has become known to the public as "Commute.org"; and WHEREAS, at its meeting on September 16, 2021, the Alliance Board of Directors reviewed the proposed Second Amendment to and Restatement of the Joint Powers Agreement Establishing the Peninsula Traffic Congestion Relief Alliance that incorporates the changes recited above and approved this Second Amendment for presentation to the San Mateo County Board of Supervisors and the city councils of current and new members for approval and execution of same; and
WHEREAS, the City of Menlo Park, acting by and through its City Council, having considered and been fully advised in the matter and good cause appearing therefore.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Menlo Park

1. Hereby approves the Second Amendment to and Restatement of the Joint Powers Agreement Establishing the Peninsula Traffic Congestion Relief Alliance; and

2. Authorizes the Mayor to execute this Agreement
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ATTACHMENT A Page H-2.4
2 I, Judi A. Herren, City Clerk of Menlo Park, do hereby certify that the above and foregoing City Council Resolution was duly and regularly passed and adopted at a meeting by said City Council on the eleventh day of January, 2022, by the following votes:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of said City on this __ day of January, 2022.

Judi A. Herren, City Clerk
Resolution No. XXXX

400 Oyster Point Blvd., Suite 409, South San Francisco, CA 94080 • 650.588.8170 • www.commute.org October 5, 2021
Drew Combs
Mayor
City of Menlo Park
701 Laurel Street
Menlo Park, CA 94025

SENT VIA ELECTRONIC MAIL
Re: Invitation to join the Peninsula Traffic Congestion Relief Alliance (Commute.org) Joint Powers Authority
Dear Mayor Combs:

On behalf of the Board of Directors of Commute.org, I would like to formally invite the City of Menlo Park to join the Peninsula Traffic Congestion Relief Alliance Joint Powers Authority (JPA).

At our meeting on September 16, 2021, the Board unanimously approved amending the Joint Powers Agreement to allow the cities and towns in San Mateo County that are not yet members (Menlo Park, Portola Valley, and Woodside) to join the JPA. Completing the “alliance” by bringing together all the municipalities in the county is one of the key objectives in our newly adopted Strategic Plan.

The JPA was originally formed in 2000 through the merger of two agencies – ITSMA and MITSMA. Between the two agencies there were 14 members and the City of East Palo Alto also joined when the merger took place. In 2005, the JPA was expanded to include the towns of Atherton and Hillsborough as well as the County of San Mateo bringing the total to 18 members. Over the past decade the JPA has become better known as Commute.org.

The mission of Commute.org is to reduce traffic congestion and greenhouse gas emissions while enhancing the quality of life in San Mateo County by promoting the use of sustainable transportation and commute alternatives. We envision a region where all residents and employees have access to equitable, sustainable, affordable, and safe transportation options and use them as their primary modes when commuting.

Commute.org provides transportation demand management (TDM) programs to employers, commuters, residents, and stakeholders throughout the county. Programs promote alternatives to driving alone such as carpools, vanpools, transit, bicycles, and remote work. Additionally, Commute.org works closely with JPA members’ staff to support their city/town specific TDM objectives. Commute.org is funded, primarily, by the San Mateo County Transportation Authority (Measure A) and C/CAG of San Mateo County (Congestion Relief Program).

ATTACHMENT B Page H-2.6

October 5, 2021
Mayor Combs
Approximately 20 percent of the agency’s funding comes from private-sector contributions to the Commute.org shuttle program.

Of course, it is important for you and your fellow council member to understand the requirements of members of the Joint Powers Authority:

• There are no dues or fees for members.
• As a member of the Joint Powers Authority, each member has one seat with one vote on the Board. Each member appoints one Council Member as the Board representative and is encouraged to appoint one other Council Member as an alternate to the Board (similar to representation on C/CAG). • The Board meets five times per year on the third Thursday of the month in February, April, June, September, and November. Meetings are currently held from 8:00 a.m. – 9:30 a.m. at locations throughout San Mateo County. Of course, during the pandemic all our meetings have been held remotely.
• There are currently two standing committees – Finance and Supervisory. The Supervisory Committee is comprised solely of staff from member and stakeholder agencies whereas the Finance Committee includes a mix of Board and Supervisory Committee members.

The process to join the JPA is very straight-forward. The Second Amendment and Restatement of the Joint Powers Agreement (attached) has been updated to include the City of Menlo Park. If your council supports joining and votes to approve this Second Amendment, then your signature as well as that of the City Clerk on the agreement is all that is needed. To help facilitate the process, we have included a draft resolution and draft staff report to present to your council. Additionally, John Ford (Executive Director) and I would be honored to attend a council meeting to answer any questions that you, your council members, or your constituents might have about becoming a member.

Thank you, in advance, for your time and consideration of this invitation. Should you or your town staff have any questions or need additional information, please contact John Ford by phone at (650) 588-8170 or by email at [email protected].

Sincerely,
Cliff Lentz, Chair, Peninsula Traffic Congestion Relief Alliance (Commute.org) and Mayor Pro Tempore, City of Brisbane
cc: Starla Jerome-Robinson, City Manager
Judi Herren, City Clerk
Nikki Nagaya, Public Works Director
Hugh Louch, Assistant Public Works Director - Transportation Page H-2.7
768104.4

SECOND AMENDMENT TO AND RESTATEMENT OF

JOINT POWERS AGREEMENT ESTABLISHING THE

PENINSULA TRAFFIC CONGESTION RELIEF ALLIANCE
THIS AGREEMENT by and among the cities and the County of San Mateo who become signatories to this agreement (hereinafter referred to as “Party” in the singular and “Parties” collectively, as the content requires) is made and entered into as of the _____ day of ______________, 2021 and in light of the following recitals:

A. The Parties have authority to undertake transportation demand management activities in their respective communities and desire to establish and continue the Peninsula Traffic Congestion Relief Alliance under which the parties will work together essentially to reduce the number of single occupant vehicles traveling on streets and highways in San Mateo County.

B. The Parties are authorized to contract with each other for the joint exercise of any common power pursuant to Government Code Sections 6500 et seq.

C. The Parties desire to establish and continue the Peninsula Traffic Congestion Relief Alliance as a joint powers authority in accordance with the terms and conditions outlined in this Agreement and to brand and make this entity known to the public as "Commute.org."
NOW, THEREFORE, the Parties, in consideration of the mutual promises and agreements contained herein, agree as follows:

1. Purpose:

The Parties enter into this Agreement for the purpose of establishing and operating the Peninsula Traffic Congestion Relief Alliance (“Alliance”) to reduce traffic congestion and greenhouse gas emissions while enhancing the quality of life in San Mateo County by promoting the use of sustainable transportation and commute alternatives. The Parties envision a region where all residents and employees have access to equitable, sustainable, affordable, and safe transportation options and use them as their primary modes when commuting.

2. Definitions:
(a) “Employer” shall mean any public or private employer or group thereof, including a city or the County, who has a permanent place of business in the County of San Mateo.

ATTACHMENT C Page H-2.8
768104.4 2
(b) “Party” or “Parties” shall mean a member of the Peninsula Traffic Congestion Relief Alliance and a party signator to this Agreement establishing the Alliance.
(c) “TDM or Transportation Demand Management” shall mean a program or activity to improve the efficiency of the existing transportation system by increasing the use of alternative modes of transportation such as carpools, vanpools, public transit, bicycles, walking and telecommuting.

3. Establishment of Alliance: The Parties hereby create an entity originally called the Peninsula Traffic Congestion Relief Alliance to exercise in the manner set forth in this Agreement the specified powers common to each of the Parties. For purposes of name identification and branding, the Alliance shall be known to the public as "Commute.org." The Alliance shall be a public entity that is separate from the Parties and shall be responsible for the administration of this Agreement. Except as provided herein, the debts, liabilities, and/or obligations of the Alliance shall be the debts, liabilities, and/or obligations solely of the Alliance and shall not be the debts, liabilities, and/or obligations of any Party to this Agreement.

4. Term: This Agreement shall be effective on the date by which any nine Parties have executed it and shall continue in effect until terminated as provided herein.

5. Powers of the Alliance: The Alliance shall have the powers and duties:
(a) To make and enter into contracts;
(b) To incur debts, liabilities or obligations;
(c) To solicit, receive, and use grants, advances and contributions from all available sources, public or private, including federal, state and local subventions;
(d) To adopt bylaws;
(e) To employ employees or agents or contract for the services of agents, employees, consultants and such other persons or firms as it deems necessary;
(f) To sue and be sued in its own name;
(g) To invest any surplus funds not required for the immediate necessities of the Alliance as the Governing Board determines is advisable, in the same manner and upon the same conditions as local agencies pursuant to Government Code Section 53601; Page H-2.9
768104.4 3
(h) To enforce all provisions of this Agreement;
(i) To negotiate for, acquire, hold, manage, maintain, control or dispose of real and personal property;
(j) To levy and collect fees and charges, including administrative and operating costs, to third parties who receive the benefit of services from the Alliance; and
(k) To do all other acts deemed necessary or convenient to achieve the purposes and objectives of the Alliance.

6. Governing Board: There is hereby created a Governing Board (also referred to as “Board”) to govern the Alliance. Each Party shall appoint one Councilmember or, in the case of the County, one member of the Board of Supervisors, to serve on the Governing Board and another Councilmember, or Supervisor in the case of the County, to serve as an alternate, with each continuing in such capacity until replaced. The Governing Board shall elect one of its members to serve as Chairperson.

The Board shall meet as needed, but at least one time a year. Meetings shall be held in San Mateo County at a place to be designated. Each member of the Board shall have one vote.

The Governing Board shall be responsible for establishing the policy direction of the Alliance. On an annual basis, the Board shall adopt a work plan and budget for programs, services and subsidies that support the Alliance’s purposes. The Governing Board may from time to time give public recognition to Employers and other participants for notable efforts and achievements with respect to TDM programs. The Board shall exercise all powers and authority on behalf of the parties and may do any and all things necessary to carry out this Agreement.

7. Committees: The Governing Board shall establish such committees, either standing or ad hoc, as it deems necessary and appropriate to assist the Alliance in carrying out the purposes of this Agreement. The establishment of standing committees, as well as their composition, method of appointment, role and purpose, shall be designated in the Bylaws of the Alliance as adopted by the Governing Board.

8. Budget: The Executive Director annually shall prepare a budget for the Alliance setting forth anticipated expenses, financing sources and proposed service levels and programs necessary to carry out the purposes of this Agreement. The Executive Director shall recommend the budget to the Governing Board for approval after reviewing same with any committee the Governing Board may establish and designate for this purpose. In the event the budget contemplates revenue in the form of Page H-2.10
768104.4 4
monetary contributions from the parties, the budget shall be submitted to each Party for approval.

9. Staff of the Alliance: The Governing Board shall appoint an Executive Director. The Executive Director may hire other staff people for the Alliance, as needed, provided that such hiring conforms to the approved budget. The Executive Director may contract for the provision of other staff services, provided that such contracts conform to the approved budget. In lieu of an Executive Director, the Governing Board may contract for such management services. Staff or contractors will be employee(s) or contractee(s) of the Alliance. The Executive Director and other staff shall serve at the pleasure of the hiring or appointing authority.

At the direction of the Governing Board, the Executive Director shall work with such committees as may be established and designated for this purpose.

The Executive Director shall be employed by the Alliance and shall:
(a) Be responsible for Alliance management, strategic planning, financial management, personnel, and implementation of the Board-adopted annual work program and budget; and
(b) Be responsible for day to day personnel matters and for the hiring and firing of subordinate staff members; and
(c) Prepare an annual report describing the results of program implementation, transportation surveys, TDM programs and other information including the successes in attaining the goals and objectives to advance the purpose of the Alliance.

The Governing Board may also appoint legal counsel to represent the Alliance.

10. Fiscal Agent: The member Party designated by resolution of the Governing Board and reflected in the Bylaws of the Alliance shall act as Fiscal Agent for the Alliance and shall be charged with the following responsibilities:
(a) The custody of all money, property and assets of the Alliance; (b) The maintenance of all financial books and records necessary to conduct the business of the Alliance; and
(c) The development of periodic reports to the Governing Board and the Executive Director regarding receipts, disbursements and the financial condition of the Alliance.

Page H-2.11
768104.4 5
The Alliance, through the Fiscal Agent, shall retain an independent certified public accountant each year to conduct a fiscal year end audit and to prepare financial statements for the Alliance.

11. Withdrawal: Any participating Party may withdraw from this Agreement by filing written notice of intention to do so with the other parties.

Termination will take effect on July 1 of any year, provided there is a least six months advance notice. The withdrawal of any Party from this Agreement shall in no way affect the rights and obligations of the remaining Parties. If a Party withdraws from this Agreement, it is not entitled to return of any funds contributed to the Agency nor to the return in cash or in kind of any materials or supplies contributed. Withdrawing Parties still are obligated for all payments due from them for the fiscal year of the withdrawal.

12. Termination and Disposition of Property: This Agreement shall be deemed terminated when only one Party continues to participate, or when all participating Parties choose to terminate it. Upon termination, all assets shall be distributed in equal shares to the Parties still active at the time of termination or to the one Party continuing to participate or to a successor agency designated by all of the remaining parties at the time of termination, with the exception that if any surplus money of the Alliance at the time of termination represents monetary contributions from still active member Parties, said money shall be refunded to such Parties in proportion to the contributions made.

13. Amendment: This Agreement may be amended from time to time with the written consent of a majority of the participating Parties.

14. Insurance and Indemnification: The Alliance shall acquire such insurance protection, including coverage for workers’ compensation and commercial general liability, as is necessary to protect the interests of the Governing Board, the Parties, the Alliance staff, representatives, volunteers and other participants. The Alliance shall, at its sole expense, assume the defense of and indemnify and save harmless each Party to this Agreement and its respective councilmembers, officers, agents and employees, from all claims, losses, damages, costs, injury and liability of every kind, nature and description directly or indirectly arising from the performance of any of the activities, programs or services of the Alliance, its Governing Board, or staff.

15. Execution in Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement.

Page H-2.12
768104.4 6
IN WITNESS WHEREOF, the parties hereto by their duly authorized representatives, have executed this Agreement.

ATTEST: TOWN OF ATHERTON
By______________________________ By___________________________ City Clerk Mayor
ATTEST: CITY OF BELMONT
By______________________________ By___________________________ City Clerk Mayor
ATTEST: CITY OF BRISBANE
By______________________________ By___________________________ City Clerk Mayor
ATTEST: CITY OF BURLINGAME
By______________________________ By___________________________ City Clerk Mayor
ATTEST: TOWN OF COLMA
By______________________________ By___________________________ City Clerk Mayor
ATTEST: CITY OF DALY CITY
By______________________________ By___________________________ City Clerk Mayor
Page H-2.13
768104.4 7

ATTEST CITY OF EAST PALO ALTO
By______________________________ By___________________________ City Clerk Mayor
ATTEST: CITY OF FOSTER CITY
By______________________________ By___________________________ City Clerk Mayor
ATTEST: CITY OF HALF MOON BAY
By______________________________ By___________________________ City Clerk Mayor
ATTEST: TOWN OF HILLSBOROUGH
By______________________________ By___________________________ City Clerk Mayor
ATTEST: CITY OF MILLBRAE
By______________________________ By___________________________ City Clerk Mayor
ATTEST: CITY OF PACIFICA
By______________________________ By___________________________ City Clerk Mayor
Page H-2.14
768104.4 8
ATTEST: CITY OF REDWOOD CITY
By______________________________ By___________________________ City Clerk Mayor
ATTEST: CITY OF SAN BRUNO
By______________________________ By___________________________ City Clerk Mayor
ATTEST: CITY OF SAN CARLOS
By______________________________ By___________________________ City Clerk Mayor
ATTEST: CITY OF SAN MATEO
By______________________________ By___________________________ City Clerk Mayor
ATTEST: CITY OF SO. SAN FRANCISCO
By______________________________ By___________________________ City Clerk Mayor
ATTEST: COUNTY OF SAN MATEO
By______________________________ By___________________________ Clerk of the Board President of Board of Supervisors
Page H-2.15
768104.4 9
ATTEST: CITY OF MENLO PARK
By______________________________ By___________________________ City Clerk Mayor
ATTEST: TOWN OF PORTOLA VALLEY
By______________________________ By___________________________ City Clerk Mayor
ATTEST: TOWN OF WOODSIDE
By______________________________ By___________________________ City Clerk Mayor
Page H-2.16
Public Works

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org

STAFF REPORT
City Council
Meeting Date: 1/11/2022
Staff Report Number: 22-005-CC
Regular Business: Adopt a resolution to approve changes to the transportation impact analysis guidelines related to
vehicle miles traveled thresholds and other minor
corrections
Recommendation
Staff recommends that the City Council adopt a resolution (Attachment A) to approve a set of technical updates to the City’s transportation impact analysis (TIA) guidelines and repeal all prior versions of the TIA guidelines to address calculation of the vehicle miles traveled (VMT) thresholds and other minor changes (Attachment B.)
Policy Issues
Updating the VMT thresholds in the TIA guidelines is consistent with policies CIRC-2.14 and 3.1 which relate to new development and reducing VMT.

Background
In June 2020, the City Council approved adding new VMT thresholds and methodology to the City’s TIA guidelines to comply with Senate Bill (SB) 743. The thresholds are used to determine whether a transportation impact is significant under the California Environmental Quality Act (CEQA.) The City Council also referred the development of multimodal metrics to be reviewed by the Complete Streets Commission.

In addition, staff had recommended that the VMT thresholds be reviewed regularly to allow the City to ensure that the VMT thresholds reflect the current land uses and transportation network. The VMT thresholds are based on existing average VMT in the city or region, which the City has defined as the nine Bay Area counties. The existing average VMT is calculated using travel demand models that include data on land uses and the roadway network and is validated against existing traffic counts. As travel demand models are updated and refined, the average VMT used to calculate the VMT thresholds will also need to be reviewed and updated. The City’s travel demand model was recently updated to be consistent with the most recent set of traffic counts, which occurred in the spring of 2019, and reflective of the land uses built and occupied from that timeframe. This travel demand model update leads to the need for updating the City’s VMT thresholds.

Analysis
The City’s VMT thresholds were developed according to guidance from the Governor’s Office of Planning and Research (OPR), which recommended the following when developing agency thresholds:
• Use of either a citywide or a regional VMT standard is permitted. A citywide standard captures average VMT generated within the city and a regional standard captures average VMT generated within the nine Bay Area counties.

AGENDA ITEM H-3 Page H-3.1
Staff Report #: 22-005-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org • For residential and commercial developments, efficiency metrics such as “VMT per capita” and “VMT per employee” are more appropriate for assessing impacts, respectively, than total VMT. • A 15 percent reduction below these VMT per capita or employee standards by future residential and commercial developments is both achievable and necessary to meet the State’s emission goals.

The average VMT per capita and per employee were calculated based on the City’s travel demand model that was developed in 2015 for the general plan update adopted in November 2016. City staff compared the results for both citywide and regional averages, and recommended using the regional average VMT per capita for residential development and the citywide average VMT per employee. City Council adopted these recommendations June 23, 2020.

Since approval of the VMT thresholds, staff have processed environmental impact reports (EIRs) for a number of residential and non-residential projects. Recently, three residential developments (known as 111 Independence, Menlo Uptown and Menlo Portal) were approved using the VMT thresholds and a draft EIR comment period closed December 9, 2021 for another proposed residential development (Menlo Flats.) In addition, draft EIRs are in process for two non-residential developments (1350 Adams Court and Commonwealth Building 3.) Notice of preparations (NOPs) for these draft EIRs were released in the end of 2018 and spring of 2019 respectively, meaning that the transportation analyses for these projects are substantially complete. All of these projects used the general plan model that was used to determine the VMT thresholds and would continue to use this model version and the VMT thresholds in place at the time of the NOPs.

Another project currently under review is the proposed Willow Village project. Given the size and mixed use nature of the project, staff worked with Hexagon Transportation Consultants, Inc. to update the City’s travel demand model with the project’s proposed land uses. The timing of this update is also consistent with best practice, which recommends that travel demand models be updated every five to seven years to incorporate current land uses and travel patterns. Updating the model produced updated average VMT per capita and VMT per employee calculations, which need to be incorporated into the TIA guidelines.

Proposed development projects located at 123 Independence Drive, 1125 O’Brien Drive and 1075 O’Brien Drive (CSBio Expansion) released NOPs in the summer and fall of 2021. Because the transportation impact analyses for these projects are not substantially complete, they would use the updated model and related VMT thresholds, if adopted by the City Council. Future development projects and other projects that have not begun review or released an NOP would also use the updated model and related VMT thresholds.

In addition, staff is recommending several technical corrections to the TIA guidelines:

1. Using regional averages for both VMT per capita and VMT per employee. Using the regional averages for residential and office land uses provides consistency for the analysis and reduces confusion for potential developers. It also allows more transparent comparison of results from the City’s model to regional models to ensure reasonableness and consistency.

2. Revising the language in the TIA guidelines to note that thresholds are set at 15 percent below the regional averages provided by the version of the City’s travel demand model that is current at the time of evaluation of transportation impacts. This would allow for the thresholds to change as the model is updated in the future without further City Council action.

3. Making other minor language clarifications and corrections that do not materially impact the TIA guidelines.

Table 1 summarizes the current and proposed VMT thresholds as a result of this change. The proposed thresholds represent 15 percent below the regional averages from the current version of the City’s travel Page H-3.2
Staff Report #: 22-005-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org demand model. Updates to the TIA guidelines are shown in tracked changes in Attachment B and a clean version is provided as an exhibit to the resolution (Attachment A.) Table 1: Current and proposed VMT thresholds of significance Current Proposed1
Land use Threshold Area Threshold Area
Residential 13.72 Regional 11.22 Regional
Office 12.73 Citywide 13.63 Regional
Note:

1. Thresholds shown are based on the 2019 updated travel demand model and may change as the model is updated in the future.

2. Expressed in VMT per capita
Staff is also working with the Complete Streets Commission to update the TIA guidelines to include multimodal metrics and expects to return to the City Council for review and approval once that update is complete.

Impact on City Resources
Review of development projects is funded by the applicants and considered part of the baseline staff workload. No additional resources are being requested at this time. Professional services resources are anticipated to be required to develop multimodal metrics for inclusion in the TIA guidelines, and staff anticipates incorporating that request into the fiscal year 2022-23 budget proposal.

Environmental Review
This action is not a project within the meaning of the CEQA Guidelines §§ 15378 and 15061(b)(3) as it will not result in any direct or indirect physical change in the environment.

Public Notice
Public notification was achieved by posting the agenda, with the agenda items being listed, at least 72 hours prior to the meeting.

Attachments
A. Resolution
B. Draft TIA guidelines modifications – tracked changes Report prepared by:

Kristiann Choy, Senior Transportation Engineer
Report reviewed by:

Hugh Louch, Assistant Public Works Director – Transportation Page H-3.3
RESOLUTION NO. XXXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENLO PARK TO

ADOPT UPDATED TRANSPORTATION IMPACT GUIDELINES
WHEREAS, on June 23, 2020, the City Council approved adding vehicle miles traveled (VMT) thresholds and methodology to the Transportation Impact Analysis (TIA) Guidelines in order to comply with Senate Bill (SB) 743; and,
WHEREAS, the City uses the VMT thresholds to determine whether a transportation impact is significant under the California Environmental Quality Act (CEQA); and, WHEREAS, the City’s VMT thresholds were developed according to guidance from the Governor’s Office of Planning and Research (OPR), which recommended using efficiency metrics such as VMT per capita and VMT per employee in order to assess impacts of residential and commercial development, respectively; and,
WHEREAS, the land uses within City’s travel demand model were recently updated to 2019 conditions and validated to 2019 traffic counts resulting in updated average vehicle miles traveled calculations; and,
WHEREAS, updates to the City’s TIA Guidelines include using the nine county Bay Area regional averages for both VMT per capita and VMT per employee, noting that the thresholds are set at 15 percent below the regional averages provided by City’s latest travel demand model at any pertinent time, and making other minor language clarifications and corrections; and, WHEREAS, the City of Menlo Park, acting by and through its City Council, having considered and been fully advised in the matter and good cause appearing therefore.

NOW, THEREFORE BE IT RESOLVED, that the City Council of Menlo Park does hereby repeal any prior versions of the TIA Guidelines and adopt the updated TIA Guidelines, attached hereto and incorporated herein by this reference as Exhibit A.

I, Judi A. Herren, City Clerk of Menlo Park, do hereby certify that the above and foregoing Council Resolution was duly and regularly passed and adopted at a meeting by said City Council on the eleventh day of January, 2022, by the following votes:

AYES:

NOES:

ABSENT:

ABSTAIN:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of said City on this __ day of January, 2022.
____________________________
Judi A. Herren, City Clerk
ATTACHMENT A Page H-3.4
Exhibits
A. Transportation Impact Analysis Guidelines
Resolution No. XXXX

1 rev 20200707

TRANSPORTATION IMPACT ANALYSIS GUIDELINES
Public Works
701 Laurel St., Menlo Park, CA 94025
City Council Procedure #CC-20-012
Purpose
To define guidelines for analysis of development or capital projects related to transportation on local streets, pedestrian, bicycle and transit circulation.

Authority
This policy sets forth the guidelines (methods, standards, and thresholds of significance) to conduct a TIA for a development or capital project to ensure that a thorough transportation analysis occurs for all projects that might result in impacts under the California Environmental Quality Act and in conformance with the City’s General Plan.

Background
Development and capital projects wishing to obtain approval need to satisfy a wide array of state and local requirements, including but not limited to full disclosure of the potential environmental impacts of the project.

Possible environmental impacts include but are not limited to noise, air quality, greenhouse gas emissions and transportation. For purposes of disclosing potential transportation impacts, projects in the City of Menlo Park has adopted the City’s TIA guidelines to ensure compliance with both state and local requirements.

Senate Bill (SB) 743 required the Governor’s Office of Planning and Research (OPR) to establish a new metric for identifying and mitigating transportation impacts within CEQA in an effort to meet the State’s goals to reduce greenhouse gas (GHG) emissions, encourage infill development, and improve public health through more active transportation. OPR identified vehicle miles travelled (VMT) as the required transportation metric and beginning July 1, 2020, VMT (not level of service (LOS)) is the legally required threshold for transportation impacts pursuant to CEQA. OPR has identified recommendations regarding assessment of VMT and thresholds of significance, but the City may adopt local metrics and thresholds.

Policies and procedures
Projects shall analyze both Vehicle Miles Travelled (VMT) and Level of Service (LOS) transportation metrics independently using the methodologies outlined below, except those meeting the exemption criteria. Only the VMT impacts and safety hazards can be considered for transportation impacts under CEQA.

Exemption Criteria
The exemption criteria are illustrated in Attachment A.

The following projects would generally be exempt from carrying out VMT and LOS analysis:

1. Projects generating less than 100 vehicle trips/day

2. Local servicing retail projects and other commercial projects where the total square footage is 10,000 square feet or less

3. Residential or office developments located in a low VMT area (defined below) and within ½ mile of an existing “major transit stop” or within ½ mile of a “high-quality transit corridor”

4. Affordable housing developments with 100% affordable units, either in a low VMT area or within ½ mile of an existing major transit stop or within ½ mile of a high-quality transit corridor

5. Local serving public facilities where the total new or added square footage is 10,000 square feet or less, such as libraries, police stations, fire stations, or parks. Facility type and size outside the description shall provide evidence of local serving status to City satisfaction.

6. Projects in compliance with the El Camino Real and Downtown Specific Plan “Major transit stop” means an existing rail transit station, a ferry terminal served by either a bus or rail transit service, or the intersection of two or more major bus routes with a frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods. A “high-quality transit corridor” means a fixed bus route with service intervals no longer than 15 minutes during peak commute hours.

Local serving retail projects where the total square footage is 50,000 square feet or less would be exempt from carrying out VMT analysis.

EXHIBIT A Resolution No. XXXX

2 rev 20200707
All other projects involving a change of use and/or new construction will be required to submit a TIA report performed by a qualified consultant selected by the City and paid for by the project applicant.

Report Outline
For any project that is not exempt, the TIA report shall include the following:

1. Executive Summary

2. Introduction
• Project Description
• Study Scope

3. Existing Conditions – Conditions should be described based upon the most recent count data and include the following:
• Description of existing street system serving the site (Number of lanes, classification, etc.) • Description of VMT (definition and methods)
• Existing traffic volumes – ADT’s and AM & PM peak hours (Figure to be included in report) • Existing levels of service – AM & PM (Table to be included in report) • Public transit (Service providers to the area)
• On and off-street parking conditions/availability
• Pedestrian and bicycling conditions in the project area

4. VMT analysis
A. To determine the appropriate VMT analysis tool (e.g., C/CAG VMT sketch model or City’s travel demand model), refer to Attachment B.

B. To determine if the project is located in a low VMT area, refer to the City’s online mapping tool for average VMT values in the applicable traffic analysis zone (TAZ): http://menlopark.org/vmtzone.

C. Significance Criteria
A project is considered to have a significant impact on VMT if the project’s VMT exceeds the following threshold values:
• Residential: 15% below the regional average VMT per resident as estimated by the most recent City travel demand model
• Office: 15% below the regional average VMT per employee as estimated by the most recent City travel demand model
• Retail, hotel, school, and transportation projects: a net increase in total City VMT • Mixed use projects: components are analyzed independently against the appropriate threshold • Other: Public Works Director or designee will provide direction on a case-by-case basis D. Cumulative VMT Analysis
Projects that are assessed using a total VMT threshold (i.e. retail, hotel, school, and transportation) and require a general plan or area plan/specific plan amendment for increased density or change in circulation that would affect regional travel patterns must evaluate cumulative VMT impacts according to the same thresholds as identified above in significance criteria.

5. Mitigation for Exceeding VMT Significance Criteria
A. Projects that exceed the VMT significance criteria as defined above must demonstrate that they can reduce their VMT to below the threshold values using a mixture of trip reduction measures and transportation demand management (TDM) strategies in order to be reduce their impacts to less than significant. TDM strategies work by offering a wider range of transportation options to users of the development. Projects may select strategies from “Quantifying Greenhouse Gas Mitigation Measures” report by the California Air Pollution Control Officers Association (CAPCOA), or other peer-reviewed publications as newer data becomes available, including but not limited to:
• Transportation Demand Management: commute trip reduction program, transit subsidies, parking cashout • Parking Management: unbundled parking, pricing
• Transit improvements: proximity/access improvements, increased service frequency • Active Transportation Projects: pedestrian & bicycle networks, traffic calming B. All measures must first be discussed with the City Transportation Division before they are included in the report. Consultant shall identify and submit supporting documents for selected TDM strategies and mitigation measures for City review and approval.

6. Near Term LOS Analysis – Near Term conditions without project should be discussed using the most recent near term traffic counts and information. Project traffic should then be added to the near term traffic counts. If the project build-out is beyond the near term data, future conditions should be projected to the first year of Resolution No. XXXX

3 rev 20200707
assumed project occupancy. A supplemental list of planned and or/approved projects will be provided to the consultants for inclusion in the analysis process. For large projects of regional magnitude (projects generating 100 or more trips during peak hours), the consultants will also analyze the impacts of the project for under cumulative conditions.

A. Description of new or planned changes to the street system serving the site including changes in on-street parking
B. Near term volumes – ADT’s and AM & PM peak hours
• List project trip generation rates
• Discuss trip distribution
• Discuss impact of project traffic on intersections in the project vicinity C. Near term levels of service – AM & PM for both near term and near term plus project analysis. Table to be included in report. Also a comparison table of existing conditions including a column showing the difference in seconds of delay between existing, near term conditions and near term conditions with project and percent of increase.

7. LOS Analysis
A. Discuss impacts of near term conditions and near term conditions with project, illustrated in the Intersection Compliance flowchart (Attachment C).
a. A project is considered potentially non-compliant with local policies if the addition of project traffic causes an intersection on a collector street operating at LOS “A” through “C” to operate at an unacceptable level (LOS “D”, “E” or “F”) or to have an increase of 23 seconds or greater in average vehicle delay, whichever comes first. Potential non-compliance shall also include a project that causes an intersection on arterial streets or local approaches to State controlled signalized intersections operating at LOS “A” through “D” to operate at an unacceptable level (LOS “E” or “F”) or have an increase of 23 seconds or greater in average vehicle delay, whichever comes first. b. A project is also considered potentially non-compliant if the addition of project traffic causes an increase of more than 0.8 seconds of average delay to vehicles on all critical movements for intersections operating at a near term LOS “D” through “F” for collector streets and at a near term LOS “E” or “F” for arterial streets. For local approaches to State controlled signalized intersections, a project is considered to be potentially non-compliant if the addition of project traffic causes an increase of more than 0.8 seconds of delay to vehicles on the most critical movements for intersections operating at a near term LOS “E” or “F”.

B. In certain circumstances as determined by the Public Works Director or designee, analysis may be necessary for impacts on City street segments. If any of the thresholds listed below are exceeded, the analysis should make a recommendation as to whether the traffic impact is considered potentially noncompliant, illustrated in the Roadway Compliance flowchart (Attachment D). a. On Main Street, Avenue-Mixed Use, and Avenue-Neighborhood (FHWA equivalent: minor arterial streets), a traffic impact may be considered potentially non-compliant if the existing Average Daily Traffic Volume (ADT) is: (1) greater than 18,000 (90% of capacity), and there is a net increase of 100 trips or more in ADT due to project related traffic; (2) the ADT is greater than 10,000 (50% of capacity) but less than 18,000, and the project related traffic increases the ADT by 12.5% or the ADT becomes 18,000 or more; or (3) the ADT is less than 10,000, and the project related traffic increases the ADT by 25%.
b. On Mixed-Use Collector and Neighborhood Collector (FHWA equivalent: collector streets), a traffic impact may be considered potentially non-compliant if the existing Daily Traffic Volume (ADT) is: (1) greater than 9,000 (90% of capacity), and there is a net increase of 50 trips or more in ADT due to project related traffic; (2) the ADT is greater than 5,000 (50% of capacity) but less than 9,000, and the project related traffic increases the ADT by 12.5% or the ADT becomes 9,000 or more; or (3) the ADT is less than 5,000, and the project related traffic increases the ADT by 25%. c. On Neighborhood Connector, Bicycle Boulevard, and Local Access (FHWA equivalent: local streets), a traffic impact may be considered potentially non-compliant if the existing Daily Traffic Volume (ADT) is:
(1) greater than 1,350 (90% of capacity), and there is a net increase of 25 trips or more in ADT due to project related traffic; (2) the ADT is greater than 750 (50% of capacity) but less than 1,350, and the project related traffic increases the ADT by 12.5% or the ADT becomes 1,350; or (3) the ADT is less than 750, and the project related traffic increases the ADT by 25%.

C. Discuss project site circulation and access and identify any deficiencies.

Resolution No. XXXX

4 rev 20200707
D. Discuss compliance of project site parking with adopted City code including loading and disabled spaces. If a shared parking arrangement is proposed, an analysis of the adequacy of this aspect shall be provided.

Discuss any off-site parking impacts (such as neighborhood parking intrusion) of the project.

E. Analyze project in relation to relevant policies of the Circulation Element of the General Plan.

F. Analyze potential cut-through traffic generated by the project impacting other City neighborhoods.

G. Pedestrian conditions and bicycle access, including safety issues, should be discussed.

H. Analyze project using the requirements outlined in the San Mateo County Congestion Management Plan Land Use Analysis Program guidelines, if applicable.

8. Improvement Measures for Circulation or Access Deficiencies A. Discuss specific measures in detail to address non-compliance with local policies, which may occur as a result of the addition of project traffic (provide table comparing before and after improvement measure).

Analysis shall focus on improving circulation or access deficiencies to comply with local policies. All feasible and reasonable measures that could reduce circulation or access deficiencies should be identified, whether or not they are caused by the project. The goal of these measures should be such that the project is in compliance with local policies. Measures may include roadway improvements, operational changes, TDM or Transportation Systems Management measures, or changes in the project. If roadway or other operational measures would not achieve this objective, the consultant shall identify a reduction in the project size, which would with other measures, make the project compliant with local policies. All measures must first be discussed with the City Transportation Division before they are included in the report.

B. Discuss possible measures to address future traffic conditions with the project. All feasible and reasonable measures that would make the project compliant with local policies shall be identified. Measures should be designed to address the project’s share of non-compliance. Measures that should be jointly required of the project and any other on-going related projects in a related geographical area should also be identified, as applicable.

C. Discuss possible measures to address any site circulation or access deficiencies.

D. Note that if roadway improvements include capacity increases for vehicular traffic (e.g. adding lanes or turn lanes), additional VMT analysis may be required to determine if the measure would increase VMT.

Increasing VMT is considered a significant impact under SB 743.

E. Discuss possible measures to address any parking deficiencies.

F. Discuss possible measures to address any impacts on pedestrian amenities, bicycle access, safety and bus/shuttle service.

9. Alternatives
In the event any potential non-compliance with local policies is identified in the analysis, alternatives to the proposed project shall be evaluated or considered to determine what the impacts of an alternative project or use might be. The alternatives to be considered shall be determined in consultation with the Community Development Director and the Public Works Director or designee.

10. Summary and Conclusions
Upon receipt by the City of a TIA report indicating that a project may have potentially significant traffic impacts related to VMT or safety hazards, the applicant shall consult with the Planning Division to determine whether a negative declaration, mitigated negative declaration or an EIR is most appropriate for the project.

NOTES:

1. The Highway Capacity Manual (HCM), latest version shall be used for intersection analysis. The consultant shall use the Citywide Transportation model with the HCM analysis. The City utilizes a VISTRO analysis model for transportation analysis.

2. The LOS study boundary should include intersections expected to add ten or more peak hour project trips per travel lane and roadway segments likely to generate project impact based on existing demand.

3. The most recent Vistro files shall be used for all information regarding existing and near term conditions.

4. Traffic counts that may be required beyond the counts contained in the Vistro files shall be less than 6 months old unless approved by the Public Works Director or designee.

5. The consultant shall submit proposed assumptions to the Public Works Director or designee for review and approval prior to commencement of the Analysis relating to the following:
• trip rates
• trip distribution
• trip assignment
• study intersections
• roadways to be analyzed

6. The consultant shall submit all traffic count sheets in pdf format to the City’s Transportation Division.

Resolution No. XXXX

5 rev 20200707

7. Figures of existing and any proposed intersection configurations should be provided in the appendix.

8. Trip generation rates from Institute of Transportation Engineer’s (ITE) publication, “Trip Generation”, latest version should be used unless local or project-specific data is provided and approved by the Public Works Director or designee.

9. Street widening and on-street parking removal are measures which may be technically feasible, but which are generally considered undesirable. If such measures appear potentially appropriate to the consultant, they should consult the Transportation Division in preparing the analysis and improvement measure recommendations. If such measures are to be proposed, alternate measures, which would be equally effective, should also be identified. These measures may result in secondary impacts and be subjected to additional VMT analysis.

10. Existing uses at the site, which would be removed as part of the project, may be deducted from the calculation of the project traffic based on their traffic distribution patterns.

11. Refer to the San Mateo County Congestion Management Program (CMP) Land Use Impact Analysis Program guidelines for performing CMP analysis. Consistency with the CMP is based on LOS and not considered an impact under CEQA.

12. The “Quantifying Greenhouse Gas Mitigation Measures” report by the California Air Pollution Control Officers Association (CAPCOA), or other peer-reviewed publications, shall be used to determine the efficacy of TDM measures and land use context on reducing VMT.

Legislative History
Action Date Notes
Adoption by City Council motion 6/23/2020
Update TIA guidelines to be
consistent with SB 743 and adopt
VMT thresholds
Revision by City Council 1/11/2022 Technical updates and clarification of calculation of VMT thresholds.

Resolution No. XXXX

Yes
No No No No
Affordable housing -
100% affordable units +
in low VMT area / within 0.5
mile of major transit stop
Residential / office -
in low VMT area + within 0.5
mile of major transit stop
Local serving retail
≤ 50,000 sf
(total including net new)
Project trip generation
< 100 veh trips/day Start
Residential / office
Exempt from both VMT
and LOS analyses
Exempt from VMT analysis,
only LOS analysis needed
Yes
No
Yes
Exempt from both VMT
and LOS analyses
Exempt from LOS analysis,
only VMT analysis needed
Exempt from VMT analysis,
only LOS analysis needed
Yes
Exempt from VMT analysis,
only LOS analysis needed
Yes
Both VMT and LOS
analyses neededd
Retail / other commercial
/ local serving public facilities
≤ 10,000 sf
(total new or added)
Yes
No
Local serving
public facilities?
No
Exempt from VMT analysis,
only LOS analysis needed
Yes
Local serving retail
≤ 50,000 sf
(total including net new)
No
Yes
Resolution No. XXXX Page 8 of 11
Page H-3.11
Yes
No No No
Yes Yes Yes
No
Yes
No No
Yes
Yes
Mixed
Use
Residential Office
Retail / Hotel / School
No
Yes
Yes No Yes
No
Project Screening
VMT Evaluation
Determine VMT Impacts
Affordable housing -
100% affordable units +
in low VMT area / within 0.5
mile of major transit stop
Local serving
public facilities
≤ 10,000 sf
(total new or added)
Residential / office -
in low VMT area + within 0.5
mile of major transit stop
Local serving retail
≤ 50,000 sf
(total including net new)
Small project?
< 100 veh trips/day
Generate > 800 daily
vehicle trips Retail > 50,000 sf
Land Use?
VMT per Capita
< 13.7 miles?
Net increasein total VMT?
VMT per Job
< 12.7 miles?
Exempt from VMT Analysis Exempt from VMT Analysis Exempt from VMT Analysis Exempt from VMT Analysis Exempt from VMT Analysis Use C/CAG sketch model
to estimate VMT
Use City travel demand
model to estimate VMT
Evaluate components
independently
Potentially significant
VMT impacts
Less-than-significant
VMT impacts
Less-than-significant
VMT impacts
Less-than-significant
VMT impacts
Potentially significant
VMT impacts
Potentially significant
VMT impacts
Start
<15% regional average? <15% regional average?
Resolution No. XXXX Page 9 of 11
Page H-3.12
Start Street Category?
Existing LOS?Small project?
< 100 veh trips/day
Existing LOS?
Existing + Project
LOS / Delay?
Average critical delay
increase ≥ 0.8 s?
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Existing + Project
LOS / Delay?
Average critical delay
increase ≥ 0.8 s?
Existing + Project
LOS / Delay?
Delay of any critical
movement increase ≥ 0.8 s?
Existing LOS?
Potentially significant
traffic impacts
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Potentially significant
traffic impacts
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Potentially significant
traffic impacts
Arterial
Collector
Local Approach to
Caltrans' Intersection
LOS A, B or C
LOS D, E or F
LOS A, B, C or D
LOS E or F
LOS A, B, C or D
LOS E or F
Otherwise
LOS becomes
D, E or F
Average delay
increase ≥ 23 s
Yes
Otherwise
LOS becomes
E or F
Average delay
increase ≥ 23 s
Yes
Otherwise
LOS becomes
E or F
Average delay
increase ≥ 23 s
Yes
Resolution No. XXXX Page 10 of 11
Page H-3.13
Start Street Category?
Existing ADT?
Small project?
< 100 veh trips/day
Existing ADT?
Existing + Project
ADT?
Existing + Project
ADT?
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Existing + Project
ADT?
Existing + Project
ADT?
Existing + Project
ADT?
Existing + Project
ADT?
Existing ADT?
Potentially significant
traffic impacts
Collector
Local
Minor Arterial
< 750 veh/day
> 1,350 veh/day
<5,000 veh/day
> 9,000 veh/day
<10,000 veh/day
> 18,000 veh/day
Existing + Project
ADT?
Existing + Project
ADT?
Existing + Project
ADT?
Otherwise
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Less-than-significant
traffic impacts
750 – 1,350 veh/day
Increase ≥ 12.5%
≥ 1,350 veh/day
Increase ≥ 25 veh/day
Increase ≥ 25%
OtherwiseOtherwise
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Potentially significant
traffic impacts Otherwise
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Less-than-significant
traffic impacts
Increase ≥ 12.5%
≥ 9,000 veh/day
Increase ≥ 50 veh/day
Increase ≥ 25%
OtherwiseOtherwise
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Potentially significant
traffic impacts Otherwise
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Less-than-significant
traffic impacts
Increase ≥ 12.5%
≥ 18,000 veh/day
Increase ≥ 100 veh/day
Increase ≥ 25%
OtherwiseOtherwise
5,000 – 9,000 veh/day
10,000 – 18,000 veh/day
Resolution No. XXXX Page 11 of 11
Page H-3.14
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TRANSPORTATION IMPACT ANALYSIS GUIDELINES
Public Works
701 Laurel St., Menlo Park, CA 94025
City Council Procedure #CC-20-012
Purpose
To define guidelines for analysis of development or capital projects related to transportation on local streets, pedestrian, bicycle and transit circulation.

Authority
This policy sets forth the guidelines (methods, standards, and thresholds of significance) to conduct a TIA for a development or capital project to ensure that a thorough transportation analysis occurs for all projects that might result in impacts under the California Environmental Quality Act and in conformance with the City’s General Plan.

Background
Development and capital projects wishing to obtain approval need to satisfy a wide array of state and local requirements, including but not limited to full disclosure of the potential environmental impacts of the project.

Possible environmental impacts include but are not limited to noise, air quality, greenhouse gas emissions and transportation. For purposes of disclosing potential transportation impacts, projects in the City of Menlo Park has adopted the City’s TIA guidelines to ensure compliance with both state and local requirements.

Senate Bill (SB) 743 required the Governor’s Office of Planning and Research (OPR) to establish a new metric for identifying and mitigating transportation impacts within CEQA in an effort to meet the State’s goals to reduce greenhouse gas (GHG) emissions, encourage infill development, and improve public health through more active transportation. OPR identified vehicle miles travelled (VMT) as the required transportation metric and beginning July 1, 2020, VMT (not level of service (LOS)) is the legally required threshold for transportation impacts pursuant to CEQA. OPR has identified recommendations regarding assessment of VMT and thresholds of significance, but the City may adopt local metrics and thresholds. Adoption of a local VMT threshold requires City Council adoption; the City Council approved the VMT thresholds for incorporation into these updated TIA guidelines on June 16, 2020.

Policies and procedures
Projects shall analyze both Vehicle Miles Travelled (VMT) and Level of Service (LOS) transportation metrics independently using the methodologies outlined below, except those meeting the exemption criteria. Only the VMT impacts and safety hazards can be considered for transportation impacts under CEQA.

Exemption Criteria
The exemption criteria are illustrated in Attachment A.

The following projects would generally be exempt from carrying out VMT and LOS analysis:

1. Projects generating less than 100 vehicle trips/day

2. Local servicing retail projects and other commercial projects where the total square footage is 10,000 square feet or less

3. Residential or office developments located in a low VMT area (defined below) and within ½ mile of an existing “major transit stop” or within ½ mile of a “high-quality transit corridor”

4. Affordable housing developments with 100% affordable units, either in a low VMT area or within ½ mile of an existing major transit stop or within ½ mile of a high-quality transit corridor

5. Local serving public facilities where the total new or added square footage is 10,000 square feet or less, such as libraries, police stations, fire stations, or parks. Facility type and size outside the description shall provide evidence of local serving status to City satisfaction.

6. Projects in compliance with the El Camino Real and Downtown Specific Plan “Major transit stop” means an existing rail transit station, a ferry terminal served by either a bus or rail transit service, or the intersection of two or more major bus routes with a frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods. A “high-quality transit corridor” means a fixed bus route with service intervals no longer than 15 minutes during peak commute hours.

Local serving retail projects where the total square footage is 50,000 square feet or less would be exempt from carrying out VMT analysis.

ATTACHMENT B
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All other projects involving a change of use and/or new construction will be required to submit a TIA report performed by a qualified consultant selected by the City and paid for by the project applicant.

Report Outline
For any project that is not exempt, the TIA report shall include the following:

1. Executive Summary

2. Introduction
• Project Description
• Study Scope

3. Existing Conditions – Conditions should be described based upon information found in the most recent count data and include the following: Circulation System Assessment (CSA) document when applicable. The CSA existing traffic counts and information should be used as existing conditions. • Description of existing street system serving the site (Number of lanes, classification, etc.) • Description of VMT (definition and methods)
• ECSA existing traffic volumes – ADT’s and AM & PM peak hours (Figure to be included in report) • CSA eExisting levels of service – AM & PM (Table to be included in report) • Public transit (Service providers to the area)
• On and off-street parking conditions/availability
• Pedestrian and bicycling conditions in the project area

4. VMT analysis
A. To determine the appropriate VMT analysis tool (e.g., C/CAG VMT sketch model or City’s travel demand model), refer to Attachment B.

B. To determine if the project is located in a low VMT area, refer to the City’s online mapping tool for average VMT values in the applicable traffic analysis zone (TAZ): http://menlopark.org/vmtzone.

C. Significance Criteria
A project is considered to have a significant impact on VMT if the project’s VMT exceeds the following threshold values:
• Residential: 15% below the regional average VMT per resident as estimated by the most recent City travel demand model13.7 VMT per capita1
• Office: 15% below the regional average VMT per employee as estimated by the most recent City travel demand model
• 12.7 VMT per employee2
• Retail, hotel, school, and transportation projects: a net increase in total City VMT • Mixed use projects: components are analyzed independently against the appropriate threshold • Other: Public Works Director or designee will provide direction on a case-by-case basis • Note:

1. Threshold is defined as 15% below the regional average VMT per resident of 16.1.

2. Threshold is defined as 15% below the citywide average VMT per employee of 14.9.

D. Cumulative VMT Analysis
Projects that are assessed using a total VMT threshold (i.e. retail, hotel, school, and transportation) and requireing a general plan or area plan/specific plan amendment and use the City’s travel demand model for increased density or change in circulation that would affect regional travel patterns must evaluate cumulative VMT impacts according to the same thresholds as identified above in significance criteria.

5. Mitigation for Exceeding VMT Significance Criteria
A. Projects that exceed the VMT significance criteria as defined above must demonstrate that they can reduce their VMT to below the threshold values using a mixture of trip reduction measures and transportation demand management (TDM) strategies in order to be reduce their impacts to less than significant. TDM strategies work by offering a wider range of transportation options to users of the development. Projects may select strategies from “Quantifying Greenhouse Gas Mitigation Measures” report by the California Air Pollution Control Officers Association (CAPCOA), or other peer-reviewed publications as newer data becomes available, including but not limited to:
• Transportation Demand Management: commute trip reduction program, transit subsidies, parking cashout • Parking Management: unbundled parking, pricing
• Transit improvements: proximity/access improvements, increased service frequency • Active Transportation Projects: pedestrian & bicycle networks, traffic calming 3 rev 20200707
B. All measures must first be discussed with the City Transportation Division before they are included in the report. Consultant shall identify and submit supporting documents for selected TDM strategies and mitigation measures for City review and approval.

C. As determined by the Public Works Director or designee, development of a monitoring program may be requested.

6. Near Term LOS Analysis – Near Term conditions without project should be discussed using the most recent CSA near term traffic counts and information. Project traffic should then be added to the CSA near term traffic counts. If the project build-out is beyond the CSA near term data, future conditions should be projected to the first year of assumed project occupancy. A supplemental list of planned and or/approved projects will be provided to the consultants for inclusion in the analysis process. For large projects of regional magnitude (projects generating 100 or more trips during peak hours), the consultants will also analyze the impacts of the project for under cumulative a span of ten years from the existing conditions.

A. Description of new or planned changes to the street system serving the site including changes in on-street parking
B. Near term volumes – ADT’s and AM & PM peak hours
• List project trip generation rates
• Discuss trip distribution
• Discuss impact of project traffic on intersections in the project vicinity C. Near term levels of service – AM & PM for both near term and near term plus project analysis. Table to be included in report. Also a comparison table of existing conditions including a column showing the difference in seconds of delay between existing, near term conditions and near term conditions with project and percent of increase.

7. LOS Analysis
A. Discuss impacts of CSA near term conditions and CSA near term conditions with project, illustrated in the Intersection Compliance flowchart (Attachment C).
a. A project is considered potentially non-compliant with local policies if the addition of project traffic causes an intersection on a collector street operating at LOS “A” through “C” to operate at an unacceptable level (LOS “D”, “E” or “F”) or to have an increase of 23 seconds or greater in average vehicle delay, whichever comes first. Potential non-compliance shall also include a project that causes an intersection on arterial streets or local approaches to State controlled signalized intersections operating at LOS “A” through “D” to operate at an unacceptable level (LOS “E” or “F”) or have an increase of 23 seconds or greater in average vehicle delay, whichever comes first. b. A project is also considered potentially non-compliant if the addition of project traffic causes an increase of more than 0.8 seconds of average delay to vehicles on all critical movements for intersections operating at a near term LOS “D” through “F” for collector streets and at a near term LOS “E” or “F” for arterial streets. For local approaches to State controlled signalized intersections, a project is considered to be potentially non-compliant if the addition of project traffic causes an increase of more than 0.8 seconds of delay to vehicles on the most critical movements for intersections operating at a near term LOS “E” or “F”.

B. In certain circumstances as determined by the Public Works Director or designee, analysis may be necessary for impacts on City street segments. If any of the thresholds listed below are exceeded, the analysis should make a recommendation as to whether the traffic impact is considered potentially noncompliant, illustrated in the Roadway Compliance flowchart (Attachment D). a. On Main Street, Avenue-Mixed Use, and Avenue-Neighborhood (FHWA equivalent: minor arterial streets), a traffic impact may be considered potentially non-compliant if the existing Average Daily Traffic Volume (ADT) is: (1) greater than 18,000 (90% of capacity), and there is a net increase of 100 trips or more in ADT due to project related traffic; (2) the ADT is greater than 10,000 (50% of capacity) but less than 18,000, and the project related traffic increases the ADT by 12.5% or the ADT becomes 18,000 or more; or (3) the ADT is less than 10,000, and the project related traffic increases the ADT by 25%.
b. On Mixed-Use Collector and Neighborhood Collector (FHWA equivalent: collector streets), a traffic impact may be considered potentially non-compliant if the existing Daily Traffic Volume (ADT) is: (1) greater than 9,000 (90% of capacity), and there is a net increase of 50 trips or more in ADT due to project related traffic; (2) the ADT is greater than 5,000 (50% of capacity) but less than 9,000, and the project related traffic increases the ADT by 12.5% or the ADT becomes 9,000 or more; or (3) the ADT is less than 5,000, and the project related traffic increases the ADT by 25%. c. On Neighborhood Connector, Bicycle Boulevard, and Local Access (FHWA equivalent: local streets), a traffic impact may be considered potentially non-compliant if the existing Daily Traffic Volume (ADT) is:
4 rev 20200707
(1) greater than 1,350 (90% of capacity), and there is a net increase of 25 trips or more in ADT due to project related traffic; (2) the ADT is greater than 750 (50% of capacity) but less than 1,350, and the project related traffic increases the ADT by 12.5% or the ADT becomes 1,350; or (3) the ADT is less than 750, and the project related traffic increases the ADT by 25%.

C. Discuss project site circulation and access and identify any deficiencies.

D. Discuss compliance of project site parking with adopted City code including loading and disabled spaces. If a shared parking arrangement is proposed, an analysis of the adequacy of this aspect shall be provided.

Discuss any off-site parking impacts (such as neighborhood parking intrusion) of the project.

E. Analyze project in relation to relevant policies of the Circulation Element of the General Plan.

F. Analyze potential cut-through traffic generated by the project impacting other City neighborhoods.

G. Pedestrian conditions and bicycle access, including safety issues, should be discussed.

H. Analyze project using the requirements outlined in the San Mateo County Congestion Management Plan Land Use Analysis Program guidelines, if applicable.

8. Improvement Measures for Circulation or Access Deficiencies A. Discuss specific measures in detail to address non-compliance with local policies, which may occur as a result of the addition of project traffic (provide table comparing before and after improvement measure).

Analysis shall focus on improving circulation or access deficiencies to comply with local policies. All feasible and reasonable measures that could reduce circulation or access deficiencies should be identified, whether or not they are caused by the project. The goal of these measures should be such that the project is in compliance with local policies. Measures may include roadway improvements, operational changes, TDM or Transportation Systems Management measures, or changes in the project. If roadway or other operational measures would not achieve this objective, the consultant shall identify a reduction in the project size, which would with other measures, make the project compliant with local policies. All measures must first be discussed with the City Transportation Division before they are included in the report.

B. Discuss possible measures to address future traffic conditions with the project. All feasible and reasonable measures that would make the project compliant with local policies shall be identified. Measures should be designed to address the project’s share of non-compliance. Measures that should be jointly required of the project and any other on-going related projects in a related geographical area should also be identified, as applicable.

C. Discuss possible measures to address any site circulation or access deficiencies.

D. Note that if roadway improvements include capacity increases for vehicular traffic (e.g. adding lanes or turn lanes), additional VMT analysis may be required to determine if the measure would increase VMT.

Increasing VMT is considered a significant impact under SB 743.

E. Discuss possible measures to address any parking deficiencies.

F. Discuss possible measures to address any impacts on pedestrian amenities, bicycle access, safety and bus/shuttle service.

9. Alternatives
In the event any potentially non-compliance with local policies isare identified in the analysis, alternatives to the proposed project shall be evaluated or considered to determine what the impacts of an alternative project or use might be. The alternatives to be considered shall be determined in consultation with the Community Development Director and the Public Works Director or designee.

10. Summary and Conclusions
Upon receipt by the City of a TIA report indicating that a project may have potentially significant traffic impacts related to VMT or safety hazards, the applicant shall haveconsult with the Planning Division the option of proceeding directly with the preparation of an EIR in accordance with the City’s procedures for preparation of an EIR, or requesting a determination by the City Council as to determine whether a negative declaration, mitigated negative declaration or an EIR is most appropriate for the project.

NOTES:

1. The Highway Capacity Manual (HCM), latest version shall be used for intersection analysis. The consultant shall use the Citywide Transportation model with the HCM analysis. The City utilizes a VISTRO analysis model for transportation analysis.

2. The LOS study boundary should include intersections expected to add ten or more peak hour project trips per travel lane and roadway segments likely to generate project impact based on existing demand.

3. The most recent Vistro files Circulation System Assessment (CSA) shall be used for all information regarding existing and near term conditions.
5 rev 20200707

4. Traffic counts that may be required beyond the counts contained in the Vistro files CSA document shall be less than 6 months old unless approved by the Public Works Director or designee.

5. The consultant shall submit proposed assumptions to the Public Works Director or designee for review and approval prior to commencement of the Analysis relating to the following:
• trip rates
• trip distribution
• trip assignment
• study intersections
• roadways to be analyzed

6. The consultant shall submit all traffic count sheets in pdf format to the City’s Transportation Division.

7. Figures of existing and any proposed intersection configurations should be provided in the appendix.

8. Trip generation rates from Institute of Transportation Engineer’s (ITE) publication, “Trip Generation”, latest version should be used unless local or project-specific data is provided and approved by the Public Works Director or designee..

9. Street widening and on-street parking removal are measures which may be technically feasible, but which are generally considered undesirable. If such measures appear potentially appropriate to the consultant, they should consult the Transportation Division in preparing the analysis and improvement measure recommendations. If such measures are to be proposed, alternate measures, which would be equally effective, should also be identified. These measures may result in secondary impacts and be subjected to additional VMT analysis.

10. Existing uses at the site, which would be removed as part of the project, may be deducted from the calculation of the project traffic based on their traffic distribution patterns.

11. Refer to the San Mateo County Congestion Management Program (CMP) Land Use Impact Analysis Program guidelines for performing CMP analysis. Consistency with the CMP is based on LOS and not considered an impact under CEQA.

12. The “Quantifying Greenhouse Gas Mitigation Measures” report by the California Air Pollution Control Officers Association (CAPCOA), or other peer-reviewed publications, shall be used to determine the efficacy of TDM measures and land use context on reducing VMT.

Legislative History
Action Date Notes
Adoption by City Council motion 6/2316/2020
Update TIA guidelines to be
consistent with SB 743 and adopt
VMT thresholds
Revision by City Council 1/11/2022 Technical updates and clarification of calculation of VMT thresholds.

Yes
No No No No
Affordable housing -
100% affordable units +
in low VMT area / within 0.5
mile of major transit stop
Residential / office -
in low VMT area + within 0.5
mile of major transit stop
Local serving retail
≤ 50,000 sf
(total including net new)
Project trip generation
< 100 veh trips/day Start
Residential / office
Exempt from both VMT
and LOS analyses
Exempt from VMT analysis,
only LOS analysis needed
Yes
No
Yes
Exempt from both VMT
and LOS analyses
Exempt from LOS analysis,
only VMT analysis needed
Exempt from VMT analysis,
only LOS analysis needed
Yes
Exempt from VMT analysis,
only LOS analysis needed
Yes
Both VMT and LOS
analyses neededd
Retail / other commercial
/ local serving public facilities
≤ 10,000 sf
(total new or added)
Yes
No
Local serving
public facilities?
No
Exempt from VMT analysis,
only LOS analysis needed
Yes
Local serving retail
≤ 50,000 sf
(total including net new)
No
Yes

TRANSPORTATION IMPACT ANALYSIS GUIDELINES
City Council Procedure #CC-20-012
Purpose
To define guidelines for analysis of development or capital projects related to transportation on local streets, pedestrian, bicycle and transit circulation.

Authority
This policy sets forth the guidelines (methods, standards and thresholds of significance) to conduct a transportation impact analysis (TIA) for a development or capital project to ensure that a thorough transportation analysis occurs for all projects that might result in impacts under the California Environmental Quality Act and in conformance with the City’s General Plan.

Background
Development and capital projects wishing to obtain approval need to satisfy a wide array of state and local requirements, including but not limited to full disclosure of the potential environmental impacts of the project.

Possible environmental impacts include but are not limited to noise, air quality, greenhouse gas emissions and transportation. For purposes of disclosing potential transportation impacts, the City of Menlo Park has adopted TIA guidelines to ensure compliance with both state and local requirements.

Senate Bill 743 required the Governor’s Office of Planning and Research (OPR) to establish a new metric for identifying and mitigating transportation impacts within CEQA in an effort to meet the State’s goals to reduce greenhouse gas (GHG) emissions, encourage infill development, and improve public health through more active transportation. OPR identified vehicle miles traveled (VMT) as the required transportation metric and beginning July 1, 2020, VMT (not level of service (LOS) is the legally required threshold for transportation impacts pursuant to CEQA. OPR has identified recommendations regarding assessment of VMT and thresholds of significance, but the City may adopt local metrics and thresholds. Adoption of a local VMT threshold requires City Council approval; the City Council approved the VMT thresholds for incorporation into these updated TIA guidelines on June 16, 2020.

Policies and procedures
Projects shall analyze both vehicle miles traveled (VMT) and level of service (LOS) transportation metrics independently using the methodologies outlined below, except those meeting the exemption criteria.

Exemption criteria
The exemption criteria are illustrated in Attachment A.

The following projects would generally be exempt from carrying out VMT and LOS analysis:

1. Projects generating less than 100 vehicle trips/day

2. Local servicing retail projects and other commercial projects where the total square footage is 10,000 square feet or less

3. Residential or office developments located in a low VMT area (defined below) and within ½ mile of an existing “major transit stop” or within ½ mile of a “high-quality transit corridor”

4. Affordable housing developments with 100 percent affordable units, either in a low VMT area or within ½ mile of an existing major transit stop or within ½ mile of a high-quality transit corridor

5. Local serving public facilities where the total new or added square footage is 10,000 square feet or less, such as libraries, police stations, fire stations or parks. Facility type and size outside the description shall provide evidence of local serving status to City satisfaction.

6. Projects in compliance with the El Camino Real and Downtown Specific Plan “Major transit stop” means an existing rail transit station, a ferry terminal served by either a bus or rail transit service, or the intersection of two or more major bus routes with a frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods. A “high-quality transit corridor” means a fixed bus route with service intervals no longer than 15 minutes during peak commute hours.

Local serving retail projects where the total square footage is 50,000 square feet or less would be exempt from carrying out VMT analysis.
2 rev 20200707
All other projects involving a change of use and/or new construction will be required to submit a TIA report performed by a qualified consultant selected by the City and paid for by the project applicant.

Report outline
For any project that is not exempt, the TIA report shall include the following:

1. Executive summary

2. Introduction
 Project Description
 Study Scope

3. Existing conditions – Conditions should be described based upon information found in the most recent Circulation System Assessment (CSA) document when applicable. The CSA existing traffic counts and information should be used as existing conditions.
 Description of existing street system serving the site (Number of lanes, classification, etc.)  Description of VMT (definition and methods)
 CSA existing traffic volumes – Average daily traffic volume (ADT) and AM and PM peak hours (Figure to be included in report)
 CSA existing levels of service – AM and PM (Table to be included in report)  Public transit (Service providers to the area)
 On and off-street parking conditions/availability
 Pedestrian and bicycling conditions in the project area

4. VMT analysis
A. To determine the appropriate VMT analysis tool (e.g., C/CAG VMT sketch model or City’s travel demand model), refer to Attachment B.

B. To determine if the project is located in a low VMT area, refer to the city’s online mapping tool for average VMT values in the applicable traffic analysis zone (TAZ): http://menlopark.org/vmtzone.

C. Significance Criteria
A project is considered to have a significant impact on VMT if the project’s VMT exceeds the following threshold values:
 Residential: 13.7 VMT per capita1
 Office: 12.7 VMT per employee2
 Retail, hotel, school and transportation projects: a net increase in total City VMT  Mixed use projects: components are analyzed independently against the appropriate threshold  Other: Public works director or designee will provide direction on a case-by-case basis  Note:

1. Threshold is defined as 15 percent below the regional average VMT per resident of 16.1.

2. Threshold is defined as 15 percent below the citywide average VMT per employee of 14.9.

D. Cumulative VMT analysis
Projects requiring a general plan or area plan/specific plan amendment and use the City’s travel demand model must evaluate cumulative VMT impacts according to the same thresholds as identified above in significance criteria.

5. Mitigation for exceeding VMT significance criteria
A. Projects that exceed the VMT significance criteria as defined above must demonstrate that they can reduce their VMT to below the threshold values using a mixture of trip reduction measures and transportation demand management (TDM) strategies. TDM strategies work by offering a wider range of transportation options to user of the development. Projects may select strategies from “Quantifying Greenhouse Gas Mitigation Measures” report by the California Air Pollution Control Officers Association (CAPCOA), or other peer-reviewed publications as newer data becomes available, including but not limited to:
 Transportation Demand Management: commute trip reduction program, transit subsidies, parking cashout  Parking Management: unbundled parking, pricing
 Transit improvements: proximity/access improvements, increased service frequency  Active Transportation Projects: pedestrian and bicycle networks, traffic calming B. All measures must first be discussed with the City Transportation Division before they are included in the report. Consultant shall identify and submit supporting documents for selected TDM strategies and mitigation measures for City review and approval.
3 rev 20200707
C. As determined by the public works director or designee, development of a monitoring program may be requested.

6. Near-term LOS analysis – Near-term conditions without project should be discussed using the most recent CSA near-term traffic counts and information. Project traffic should then be added to the CSA near-term traffic counts. If the project build-out is beyond the CSA near-term data, future conditions should be projected to the first year of assumed project occupancy. A supplemental list of planned and or/approved projects will be provided to the consultants for inclusion in the analysis process. For large projects of regional magnitude (projects generating 100 or more trips during peak hours), the consultants will analyze the impacts of the project for a span of 10 years from the existing conditions.

A. Description of new or planned changes to the street system serving the site including changes in on-street parking
B. Near-term volumes – ADTs and AM and PM peak hours
 List project trip generation rates
 Discuss trip distribution
 Discuss impact of project traffic on intersections in the project vicinity C. Near-term levels of service – AM and PM for both near-term and near-term plus project analysis. Table to be included in report. Also a comparison table of existing conditions including a column showing the difference in seconds of delay between existing, near-term conditions and near-term conditions with project and percent of increase.

7. LOS Analysis
A. Discuss impacts of CSA near-term conditions and CSA near-term conditions with project, illustrated in the Intersection Compliance flowchart (Attachment C).
a. A project is considered potentially noncompliant with local policies if the addition of project traffic causes an intersection on a collector street operating at LOS “A” through “C” to operate at an unacceptable level (LOS “D,” “E” or “F”) or have an increase of 23 seconds or greater in average vehicle delay, whichever comes first. Potential noncompliance shall also include a project that causes an intersection on arterial streets or local approaches to State controlled signalized intersections operating at LOS “A” through “D” to operate at an unacceptable level (LOS “E” or “F”) or have an increase of 23 seconds or greater in average vehicle delay, whichever comes first. b. A project is also considered potentially noncompliant if the addition of project traffic causes an increase of more than 0.8 seconds of average delay to vehicles on all critical movements for intersections operating at a near-term LOS “D” through “F” for collector streets and at a near-term LOS “E” or “F” for arterial streets. For local approaches to State controlled signalized intersections, a project is considered to be potentially noncompliant if the addition of project traffic causes an increase of more than 0.8 seconds of delay to vehicles on the most critical movements for intersections operating at a near-term LOS “E” or “F.”
B. In certain circumstances as determined by the public works director or designee, analysis may be necessary for impacts on City street segments. If any of the thresholds listed below are exceeded, the analysis should make a recommendation as to whether the traffic impact is considered potentially noncompliant, illustrated in the roadway compliance flowchart (Attachment D).

1. On Main Street, Avenue-Mixed Use and Avenue-Neighborhood (FHWA equivalent: minor arterial streets), a traffic impact may be considered potentially noncompliant if the existing ADT is: (1) greater than 18,000 (90 percent of capacity), and there is a net increase of 100 trips or more in ADT due to project related traffic; (2) the ADT is greater than 10,000 (50 percent of capacity) but less than 18,000, and the project related traffic increases the ADT by 12.5 percent or the ADT becomes 18,000 or more; or (3) the ADT is less than 10,000, and the project related traffic increases the ADT by 25 percent.

2. On Mixed-Use Collector and Neighborhood Collector (FHWA equivalent: collector streets), a traffic impact may be considered potentially noncompliant if the existing ADT is: (1) greater than 9,000 (90 percent of capacity), and there is a net increase of 50 trips or more in ADT due to project related traffic; (2) the ADT is greater than 5,000 (50 percent of capacity) but less than 9,000, and the project related traffic increases the ADT by 12.5 percent or the ADT becomes 9,000 or more; or (3) the ADT is less than 5,000, and the project related traffic increases the ADT by 25 percent.

3. On Neighborhood Connector, Bicycle Boulevard and Local Access (FHWA equivalent: local streets), a traffic impact may be considered potentially noncompliant if the existing ADT is: (1) greater than 1,350 (90 percent of capacity), and there is a net increase of 25 trips or more in ADT due to project related traffic; (2) the ADT is greater than 750 (50 percent of capacity) but less than 1,350, and the project related traffic increases the ADT by 12.5 percent or the ADT becomes 1,350; or (3) the ADT is less than 750, and the project related traffic increases the ADT by 25 percent.

C. Discuss project site circulation and access and identify any deficiencies. 4 rev 20200707
D. Discuss compliance of project site parking with adopted City code including loading and disabled spaces. If a shared parking arrangement is proposed, an analysis of the adequacy of this aspect shall be provided.

Discuss any off-site parking impacts (such as neighborhood parking intrusion) of the project.

E. Analyze project in relation to relevant policies of the Circulation Element of the General Plan.

F. Analyze potential cut-through traffic generated by the project affecting other City neighborhoods.

G. Pedestrian conditions and bicycle access, including safety issues, should be discussed.

H. Analyze project using the requirements outlined in the San Mateo County Congestion Management Plan Land Use Analysis Program guidelines, if applicable.

8. Improvement measures for circulation or access deficiencies A. Discuss specific measures in detail to address noncompliance with local policies, which may occur as a result of the addition of project traffic (provide table comparing before and after improvement measure).

Analysis shall focus on improving circulation or access deficiencies to comply with local policies. All feasible and reasonable measures that could reduce circulation or access deficiencies should be identified, whether or not they are caused by the project. The goal of these measures should be such that the project is in compliance with local policies. Measures may include roadway improvements, operational changes, TDM or Transportation Systems Management measures or changes in the project. If roadway or other operational measures would not achieve this objective, the consultant shall identify a reduction in the project size, which would with other measures, make the project compliant with local policies. All measures must first be discussed with the City Transportation Division before they are included in the report.

B. Discuss possible measures to address future traffic conditions with the project. All feasible and reasonable measures that would make the project compliant with local policies shall be identified. Measures should be designed to address the project’s share of noncompliance. Measures that should be jointly required of the project and any other on-going related projects in a related geographical area should also be identified, as applicable.

C. Discuss possible measures to address any site circulation or access deficiencies.

D. Note that if roadway improvements include capacity increases for vehicular traffic (e.g., adding lanes or turn lanes), additional VMT analysis may be required to determine if the measure would increase VMT.

Increasing VMT is considered a significant impact under SB 743.

E. Discuss possible measures to address any parking deficiencies.

F. Discuss possible measures to address any impacts on pedestrian amenities, bicycle access, safety and bus/shuttle service.

9. Alternatives
In the event any potentially noncompliance with local policies are identified in the analysis, alternatives to the proposed project shall be evaluated or considered to determine what the impacts of an alternative project or use might be. The alternatives to be considered shall be determined in consultation with the community development director and the public works director or designee.

10. Summary and conclusions
Upon receipt by the City of a TIA report indicating that a project may have potentially significant traffic impacts, the applicant shall have the option of proceeding directly with the preparation of an EIR in accordance with the City’s procedures for preparation of an EIR, or requesting a determination by the City Council as to whether a negative declaration, mitigated negative declaration or an EIR is most appropriate for the project.

Notes:

1. The Highway Capacity Manual (HCM), latest version shall be used for intersection analysis. The consultant shall use the citywide transportation model with the HCM analysis. The City utilizes a VISTRO analysis model for transportation analysis.

2. The LOS study boundary should include intersections expected to add 10 or more peak hour project trips per travel lane and roadway segments likely to generate project impact based on existing demand.

3. The most recent Circulation System Assessment (CSA) shall be used for all information regarding existing and near-term conditions.

4. Traffic counts that may be required beyond the counts contained in the CSA document shall be less than six months old.

5. The consultant shall submit proposed assumptions to the public works director or designee for review and approval before commencement of the analysis relating to the following:
 trip rates
 trip distribution
 trip assignment
 study intersections
5 rev 20200707
 roadways to be analyzed

6. The consultant shall submit all traffic count sheets in pdf format to the City’s Transportation Division.

7. Figures of existing and any proposed intersection configurations should be provided in the appendix.

8. Trip generation rates from Institute of Transportation Engineer’s (ITE) publication, “Trip Generation,” latest version should be used.

9. Street widening and on-street parking removal are measures which may be technically feasible, but which are generally considered undesirable. If such measures appear potentially appropriate to the consultant, they should consult the Transportation Division in preparing the analysis and improvement measure recommendations. If such measures are to be proposed, alternate measures, which would be equally effective, should also be identified. These measures may result in secondary impacts and be subjected to additional VMT analysis.

10. Existing uses at the site, which would be removed as part of the project, may be deducted from the calculation of the project traffic based on their traffic distribution patterns.

11. Refer to the San Mateo County Congestion Management Program (CMP) Land Use Impact Analysis Program guidelines for performing CMP analysis.

12. The “Quantifying Greenhouse Gas Mitigation Measures” report by the California Air Pollution Control Officers Association (CAPCOA), or other peer-reviewed publications, shall be used to determine the efficacy of TDM measures and land use context on reducing VMT.

Procedure history
Action Date Notes
Approved June 16, 2020
Yes
No No No No
Affordable housing -
100% affordable units +
in low VMT area / within 0.5
mile of major transit stop
Residential / office -
in low VMT area + within 0.5
mile of major transit stop
Local serving retail
≤ 50,000 sf
(total including net new)
Project trip generation
< 100 veh trips/day Start
Residential / office
Exempt from both VMT
and LOS analyses
Exempt from VMT analysis,
only LOS analysis needed
Yes
No
Yes
Exempt from both VMT
and LOS analyses
Exempt from LOS analysis,
only VMT analysis needed
Exempt from VMT analysis,
only LOS analysis needed
Yes
Exempt from VMT analysis,
only LOS analysis needed
Yes
Both VMT and LOS
analyses neededd
Retail / other commercial
/ local serving public facilities
≤ 10,000 sf
(total new or added)
Yes
No
Local serving
public facilities?
No
Exempt from VMT analysis,
only LOS analysis needed
Yes
Local serving retail
≤ 50,000 sf
(total including net new)
No
Yes
Yes
No No No
Yes Yes Yes
No
Yes
No No
Yes
Yes
Mixed
Use
Residential Office
Retail / Hotel / School
No
Yes
Yes No Yes
No
Project Screening
VMT Evaluation
Determine VMT Impacts
Affordable housing -
100% affordable units +
in low VMT area / within 0.5
mile of major transit stop
Local serving
public facilities
≤ 10,000 sf
(total new or added)
Residential / office -
in low VMT area + within 0.5
mile of major transit stop
Local serving retail
≤ 50,000 sf
(total including net new)
Small project?
< 100 veh trips/day
Generate > 800 daily
vehicle trips Retail > 50,000 sf
Land Use?
VMT per Capita
< 13.7 miles?
Net increasein total VMT?
VMT per Job
< 12.7 miles?
Exempt from VMT Analysis Exempt from VMT Analysis Exempt from VMT Analysis Exempt from VMT Analysis Exempt from VMT Analysis Use C/CAG sketch model
to estimate VMT
Use City travel demand
model to estimate VMT
Evaluate components
independently
Potentially significant
VMT impacts
Less-than-significant
VMT impacts
Less-than-significant
VMT impacts
Less-than-significant
VMT impacts
Potentially significant
VMT impacts
Potentially significant
VMT impacts
Start
Start Street Category?
Existing LOS?Small project?
< 100 veh trips/day
Existing LOS?
Existing + Project
LOS / Delay?
Average critical delay
increase ≥ 0.8 s?
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Existing + Project
LOS / Delay?
Average critical delay
increase ≥ 0.8 s?
Existing + Project
LOS / Delay?
Delay of any critical
movement increase ≥ 0.8 s?
Existing LOS?
Potentially significant
traffic impacts
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Potentially significant
traffic impacts
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Potentially significant
traffic impacts
Arterial
Collector
Local Approach to
Caltrans' Intersection
LOS A, B or C
LOS D, E or F
LOS A, B, C or D
LOS E or F
LOS A, B, C or D
LOS E or F
Otherwise
LOS becomes
D, E or F
Average delay
increase ≥ 23 s
Yes
Otherwise
LOS becomes
E or F
Average delay
increase ≥ 23 s
Yes
Otherwise
LOS becomes
E or F
Average delay
increase ≥ 23 s
Yes
Start Street Category?
Existing ADT?
Small project?
< 100 veh trips/day
Existing ADT?
Existing + Project
ADT?
Existing + Project
ADT?
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Existing + Project
ADT?
Existing + Project
ADT?
Existing + Project
ADT?
Existing + Project
ADT?
Existing ADT?
Potentially significant
traffic impacts
Collector
Local
Minor Arterial
< 750 veh/day
> 1,350 veh/day
<5,000 veh/day
> 9,000 veh/day
<10,000 veh/day
> 18,000 veh/day
Existing + Project
ADT?
Existing + Project
ADT?
Existing + Project
ADT?
Otherwise
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Less-than-significant
traffic impacts
750 – 1,350 veh/day
Increase ≥ 12.5%
≥ 1,350 veh/day
Increase ≥ 25 veh/day
Increase ≥ 25%
OtherwiseOtherwise
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Potentially significant
traffic impacts Otherwise
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Less-than-significant
traffic impacts
Increase ≥ 12.5%
≥ 9,000 veh/day
Increase ≥ 50 veh/day
Increase ≥ 25%
OtherwiseOtherwise
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Potentially significant
traffic impacts Otherwise
Potentially significant
traffic impacts
Less-than-significant
traffic impacts
Less-than-significant
traffic impacts
Increase ≥ 12.5%
≥ 18,000 veh/day
Increase ≥ 100 veh/day
Increase ≥ 25%
OtherwiseOtherwise
5,000 – 9,000 veh/day
10,000 – 18,000 veh/day
Public Works

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org

STAFF REPORT
City Council
Meeting Date: 1/11/2022
Staff Report Number: 22-003-CC
Regular Business: Adopt Resolution No. 6690 authorizing the city manager to execute a purchase and sale agreement
for a portion of 700-800 El Camino Real to support
implementation of the Middle Avenue pedestrian
and bicycle rail undercrossing project and making
specified findings in association therewith
consistent with the certified El Camino Real and
Downtown specific plan environmental impact
report and the certified addendum to the specific
plan environmental impact report
Recommendation
Staff recommends that the City Council adopt Resolution No. 6690 (Attachment A) authorizing the city manager to execute a purchase agreement in substantially the same form as Exhibit A of Attachment A with Menlo Station Development, LLC, for a portion of 700-800 El Camino Real (APN 071-333-200) to support implementation of the Middle Avenue pedestrian and bicycle rail crossing project and making specified findings in association therewith consistent with the certified El Camino Real and Downtown specific plan environmental impact report and the certified addendum to the specific plan environmental impact report.

Policy Issues
The 2021 City Council work plan identifies the Middle Avenue pedestrian and bicycle rail crossing project (project) as a high priority project. The project is consistent with policies stated in the 2016 general plan circulation element, the El Camino Real and Downtown specific plan and is included in the City’s capital improvement program (CIP.) These policies seek to maintain a safe, efficient, attractive, user-friendly circulation system that promotes a healthy, safe and active community and quality of life throughout Menlo Park.

Background
On July 20, 2016, the San Mateo County Transportation Authority programmed funds from the Measure A Grade Pedestrian and Bicycle Program in the amount of $490,000 for the preliminary engineering and environmental clearance phases of the Middle Avenue pedestrian and bicycle rail crossing project. The City hired AECOM Technical Services, Inc. (AECOM) to prepare 30 percent design documents, complete required environmental analysis, and conduct community engagement. Staff also coordinated with Caltrain on design criteria and the ongoing electrification project.

On August 27, 2019, the City Council unanimously passed a motion to select Concept 3 (Attachment B) as the preferred alternative for the crossing. The project will construct an undercrossing approximately 10-12 feet below the street/plaza elevation that generally aligns with a proposed raised crosswalk on Alma Street and is slightly offset from the plaza at 500 El Camino Real (Stanford’s Middle Plaza project.) The crossing AGENDA ITEM H-4 Page H-4.1
Staff Report #: 22-003-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org location is outside of the existing Caltrain crossover tracks, which was required by Caltrain for constructability and maintenance reasons.

On January 28, 2020, the City Council certified the project environmental document, an addendum to the El Camino Real and Downtown specific plan environmental impact report, and approved the 30 percent project plans.

Analysis
The project is critical to providing improved east-west bicycle and pedestrian connectivity, as El Camino Real and the Caltrain railroad tracks present real and perceived barriers to bicycling and walking. This undercrossing would improve connectivity for neighborhoods on both sides of the Caltrain tracks with City amenities, and improve access to public transit and downtown Menlo Park. It would encourage the use of more active modes of transportation and contribute to a healthier Menlo Park.

The proposed concept design for the Middle Avenue pedestrian and bicycle crossing includes an access ramp on the west side of the railroad tracks that is located on the 700-800 El Camino Real property.

Approximately 17,000 square foot of the 700-800 El Camino Real Property extends south from the main property, lying between the railroad tracks and 500 El Camino Real.

On August 27, 2019, the City Council directed staff to make an offer to purchase the property needed to construct the undercrossing. Staff engaged Associated Right of Way Services, Inc. to appraise the property and identify a fair market price. This work was completed in mid-2020 and established a fair market price of $210 per square foot. The City is required to pay “just compensation” for the acquisition of property, generally defined as the fair market value for the property. The fair market value of the property must consider the legally permissible, physically possible, financially feasible, and maximally productive use of the property considering the entire site, not simply the existing use of the land in question as parking. The appraisal was based on comparable property sales in the vicinity of El Camino Real in San Mateo County.

Because of the location of the property and to support construction of the undercrossing, the City also negotiated with the seller for a construction easement adjacent to the purchase property and an access easement needed for construction. The purchase and sale agreement (Exhibit A to Attachment A) includes a graphic depiction of the area to be purchased and each of the easements.

Using the appraised price, the negotiated price for the purchase and two easements yields a total purchase price of $3,894,500, comprised of:
• Purchase of 17,483 square feet at $210 per square foot for a total of $3.7 million, plus approximately $137,000 for the value of the assets (paving, landscaping, light fixtures, and trees on the property to be acquired)
• A construction easement of 1,248 square feet valued at 10 percent of the fair market value, or approximately $26,000, to aid in the construction of the undercrossing • An access easement of 5,626 square feet valued at five percent of the fair market value, or approximately $59,000 for truck access to the site during construction The purchase of this property requires an update to the planned development permit for 700-800 El Camino Real to reduce the parking required for this property, which will require recommendation by the Planning Commission and approval by the City Council. The City and seller are collaborating on an application for the parking reduction, with the City taking the lead. In preparation for applying for the permit, staff conducted parking utilization counts in 2019 that indicated that the reduction in parking at the site would not impact the Page H-4.2
Staff Report #: 22-003-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org operation of the businesses at 700 El Camino Real. During the construction of 500 El Camino Real, the property proposed for purchase has been used for construction staging, which is expected to continue through most or all of 2022.

Staff are also working with Caltrain to coordinate on the approach to final design and construction of the undercrossing. Because the undercrossing will be on Caltrain property, Caltrain will take the lead on some elements of the final design and construction. The City and Caltrain are also evaluating creative project delivery methods, such as design-build that may lead to more efficient delivery of the project.

Following execution of the purchase and sales agreement, the City must take the following actions:
• Within 10 days make an initial deposit of $10,000 into escrow. • Within 90 days, approve the purchase of the property, following inspection of the property, and deposit an additional $90,000 into escrow.
• Initiate the parking reduction approvals, expected to take six to eight months, with completion of this task required within 24 months of signing the purchase and sale agreement. • Within 24 months, close the purchase of the property. Closing can take place as soon as 30 days after receiving both the parking reduction approval and construction approvals from PUC and Caltrain, but cannot be more than 24 months total after the execution of the purchase and sale agreement.

Impact on City Resources
AECOM estimated the cost of project construction (assuming construction by 2025) at $20 million, including final design, right of way, utility relocations and construction, though the cost estimate will be updated as part of final design. The City’s CIP includes $6.5 million to advance the Middle Avenue undercrossing from Transportation Impact Fees. As part of the 500 El Camino Real (MiddlePlaza) development agreement, Stanford is required to contribute 50 percent of the cost, up to $5 million, toward the project. The County of Santa Clara also awarded the City an additional $1 million for this project as part of the Stanford University’s Recreation Mitigation fund.

Staff continues to explore sources of revenue for the $7.5 million needed to construct this project. Possible sources for this funding may come from the federal level. Representative Eshoo included $6.5 million for the Middle Avenue pedestrian and bicycle undercrossing as a member designated project, though this funding is dependent on the progress of future federal legislation. Member designated projects were not included in the recently signed Federal Infrastructure Investment and Jobs Act. Other potential sources of funding may include grants from new Federal grant programs for active transportation that were included in the Federal Infrastructure Investment and Jobs Act, existing regional and state grant programs or other local funding sources such as transportation impact fees, Measure A or Measure W funds.

Environmental Review
The construction of the Middle Avenue pedestrian and bicycle undercrossing project is within the scope of the El Camino Real and Downtown specific plan environmental impact report, State Clearinghouse Number 2009122048 (Specific Plan EIR), certified by City Council June 5, 2012, consistent with CEQA Guidelines Section 15168. The City prepared an addendum to the Specific Plan EIR because changes and additions to the document were necessary, but none of the conditions described in Section 15162 of the California Environmental Quality Act (CEQA) Guidelines calling for the preparation of a subsequent EIR occurred. On January 28, 2020, the City Council certified an addendum to the Specific Plan EIR, which analyzed potential impacts from the implementation of the Middle Avenue pedestrian and bicycle rail crossing project as provided for under Section 15164 of the CEQA Guidelines.

Page H-4.3
Staff Report #: 22-003-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org Public Notice
Public notification was achieved by posting the agenda, with the agenda items being listed, at least 72 hours prior to the meeting.

Attachments
A. Resolution No. 6690
B. Preferred concept for the Middle Avenue pedestrian and bicycle undercrossing Report prepared by:

Hugh Louch, Assistant Public Works Director
Report reviewed by:

Nikki Nagaya, Public Works Director
Page H-4.4
RESOLUTION NO. 6690

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENLO PARK

AUTHORIZING THE CITY MANAGER TO EXECUTE THE PURCHASE AND SALE AGREEMENT FOR A PORTION OF REAL PROPERTY AT 700-800 EL

CAMINO REAL TO SUPPORT THE MIDDLE AVENUE PEDESTRIAN AND

BICYCLE UNDERCROSSING PROJECT AND MAKING SPECIFIED FINDINGS

IN ASSOCIATION THEREWITH CONSISTENT WITH THE CERTIFIED EL

CAMINO REAL AND DOWNTOWN SPECIFIC PLAN ENVIRONMENTAL

IMPACT REPORT AND THE CERTIFIED ADDENDUM TO THE SPECIFIC PLAN

ENVIRONMENTAL IMPACT REPORT
WHEREAS, on June 5, 2012, the City Council certified the El Camino Real and Downtown Specific Plan Environmental Impact Report, State Clearinghouse Number 2009122048 (Specific Plan EIR) consistent with CEQA Guidelines Section 15168; and, WHEREAS, on June 5, 2012, the City Council adopted Resolution Number 6073 to adopt the El Camino Real and Downtown Specific Plan for all specific plan districts except El Camino Real South-East and South-West, Resolution Number 6075 to adopt the El Camino Real and Downtown Specific Plan for the El Camino Real South-East District, and Resolution Number 6077 to adopt the El Camino Real and Downtown Specific Plan for the El Camino Real SouthWest District; and, WHEREAS, Policy CIRC-2.11 of the circulation element of the City’s General Plan requires new development to incorporate design that prioritizes safe pedestrian and bicycle travel and accommodates senior citizens, people with mobility challenges and children; and, WHEREAS, the El Camino Real and Downtown Specific Plan and the City’s Transportation Master Plan identifies a new pedestrian and bicycle undercrossing of the Caltrain tracks from approximately Middle Avenue to Burgess Park; and,
WHEREAS, as part of the 500 El Camino Real (MiddlePlaza) development agreement, Stanford is required to contribute 50 percent of the cost, up to $5 million, toward the construction of this undercrossing; and
WHEREAS, on August 27, 2019, the City Council unanimously selected a preferred concept for the proposed pedestrian and bicycle undercrossing of the Caltrain tracks at Middle Avenue (Project); and,
WHEREAS, the City evaluated the Specific Plan EIR, found that its analysis covers the geographic area of the Project and that the Project would not result in any new or a substantial increase in the severity of significant impacts not discussed in the Specific Plan EIR, and determined an Addendum to the Specific Plan EIR should be prepared pursuant to CEQA Guidelines Section 15164; and
WHEREAS, none of the conditions described in Section 15162 of the CEQA Guidelines calling for the preparation of a subsequent EIR occurred; and
WHEREAS, on January 28, 2020, the City Council certified the project environmental document, an Addendum completed November 2019 to the Specific Plan EIR consistent with CEQA Guidelines Section 15164 (EIR Addendum), and approved the 30 percent project plans; and ATTACHMENT A Page H-4.5
WHEREAS, an approximately 17,000 square foot portion of 700-800 El Camino Real (APN 071- 333-200) lies between the Caltrain railroad tracks and the 500 El Camino Real property and is the location selected for the construction of ramps to access the proposed undercrossing; and, WHEREAS, the City hired Applied Right of Way Services, Inc. to appraise the value of the property and has received an appraisal of $210 a square foot; and, WHEREAS, the City has negotiated with the Menlo Station Development, LLC, a California limited liability company, owner of 700-800 El Camino Real (Owner), to develop a Purchase and Sale Agreement that would transfer the Property from the Owner to the City and provide for construction and access easements for use by the City during construction of the undercrossing; and,
WHEREAS, the City of Menlo Park, acting by and through its City Council, having considered and been fully advised in the matter and good cause appearing therefore.

NOW, THEREFORE BE IT RESOLVED, that the City Council of Menlo Park does hereby authorize the City Manager to execute the Purchase and Sale Agreement in substantially the same form as Exhibit A, and all ancillary documents attached thereto, with Owner for the Property.

BE IT FURTHER RESOLVED, consistent with CEQA Guidelines Section 15168(e), the City finds and determines that the construction of the Project is within the scope of the Specific Plan EIR, as further described in the EIR Addendum pursuant to CEQA Guidelines, and the acquisition of a portion of the Property is part of the construction of the Project.

BE IT FURTHER RESOLVED that the City Manager or designee is directed to cause a notice of determination to be filed with the San Mateo County clerk, pursuant to the CEQA Guidelines Section 15094, following adoption of this Resolution.

BE IT FURTHER RESOLVED that this Resolution shall take immediate effect from and after its passage.

I, Judi A. Herren, City Clerk of Menlo Park, do hereby certify that the above and foregoing City Council Resolution was duly and regularly passed and adopted at a meeting by said City Council on the eleventh day of January, 2022, by the following votes:

AYES:

NOES:

ABSENT:

RECUSED:

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the Official Seal of said City on this _ day of January, 2022.
____________________________
Judi A. Herren, City Clerk
Resolution No. 6690