Agenda — Menlo Park City Council, January 11, 2022 (part 1 of 3)

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org City Council
REGULAR MEETING AGENDA – AMENDED
Date: 1/11/2022
Time: 6:00 p.m.

Location: Zoom.us/join – ID# 831 3316 9409
This amended agenda includes an updated title for item G1.

NOVEL CORONAVIRUS, COVID-19, EMERGENCY ADVISORY NOTICE
Consistent with Government Code section 54953(e), and in light of the declared state of emergency, the meeting will not be physically open to the public and all members will be teleconferencing into the meeting via a virtual platform. To maximize public safety while still maintaining transparency and public access, members of the public can listen to the meeting and participate using the following methods. • How to participate in the meeting
• Submit a written comment online up to 1-hour before the meeting start time:
[email protected] *
Please include the agenda item number you are commenting on. • Access the meeting real-time online at:

Zoom.us/join – Meeting ID 831 3316 9409
• Access the meeting real-time via telephone at:
(669) 900-6833
Meeting ID 831 3316 9409
Press *9 to raise hand to speak
*Written public comments are accepted up to 1-hour before the meeting start time. • Watch meeting:
• Cable television subscriber in Menlo Park, East Palo Alto, Atherton, and Palo Alto:

Channel 26
• Online:
menlopark.org/streaming
Note: City Council closed sessions are not broadcast online or on television and public participation is limited to the beginning of closed session.

Subject to Change: Given the current public health emergency and the rapidly evolving federal, state, county and local orders, the format of this meeting may be altered or the meeting may be canceled. You may check on the status of the meeting by visiting the City’s website menlopark.org. The instructions for logging on to the webinar and/or the access code is subject to change. If you have difficulty accessing the webinar, please check the latest online edition of the posted agenda for updated information (menlopark.org/agenda).

According to City Council policy, all meetings of the City Council are to end by midnight unless there is a super majority vote taken by 11:00 p.m. to extend the meeting and identify the items to be considered after 11:00 p.m.

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org City Council Regular Meeting Agenda – AMENDED
January 11, 2022

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Regular Session (Zoom.us/join – ID# 831 3316 9409)
A. Call To Order
B. Roll Call
C. Agenda Review
D. Report from Closed Session
E. Public Comment
Under “Public Comment,” the public may address the City Council on any subject not listed on the agenda. Each speaker may address the City Council once under public comment for a limit of three minutes. Please clearly state your name and address or political jurisdiction in which you live. The City Council cannot act on items not listed on the agenda and, therefore, the City Council cannot respond to non-agenda issues brought up under public comment other than to provide general information.

F. Consent Calendar
F1. Accept the City Council meeting minutes for October 13, November 9, 16, December 7, 8, and 14, 2021 (Attachment)
F2. Adopt a resolution to continue conducting the City’s Council and advisory body meetings remotely due to health and safety concerns for the public and to authorize the use of hybrid meetings (Staff Report #22-006-CC)
F3. Transmittal of the annual report on the status of the transportation impact, storm drainage, recreation in-lieu, below market rate housing in-lieu, and construction impact fees collected as of June 30, 2021 (Staff Report #22-001-CC)
F4. Authorize the city manager to execute a cost sharing agreement with the County of San Mateo for the Coleman and Ringwood Avenues transportation study and appropriate funding to the capital improvement plan for the study (Staff Report #22-007-CC) G. Public Hearing
G1. Public hearing regarding the adoption of a resolution adopting required findings and authorizing city to execute an energy services contract pursuant to Government Code Section 4217 and authorizing the city manager to execute an agreement with ENGIE Services US Inc. to design, construct, operate, and maintain clean energy infrastructure for the Menlo Park Community Campus project in an amount not to exceed $5.72 million to design and construct the clean energy infrastructure; and appropriate $5.72 million from the unassigned funds in the general fund for the project; and finding the project exempt from the California Environmental Quality Act Guidelines Public hearing regarding the adoption of Resolution No. 6693 adopting required findings and authorizing city to execute an energy services contract pursuant to Government Code section 4217 and authorizing the city manager to execute an agreement with ENGIE Services US Inc. to design, construct, operate, and maintain clean energy infrastructure for the Menlo Park Community Campus project in an amount not to exceed $5.72 million to design and construct the clean energy infrastructure; and appropriate $5.72 million from the assigned and unassigned funds in the general City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org City Council Regular Meeting Agenda – AMENDED
January 11, 2022

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fund for the project; and finding the project exempt from the California Environmental Quality Act Guidelines (Staff Report #22-008-CC)
H. Regular Business
H1. Appointment of interim city manager and approval of compensation for interim city manager services (Staff Report #22-009-CC)
H2. 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 (Staff Report #22-004-CC)
H3. Adopt a resolution to approve changes to the transportation impact analysis guidelines related to vehicle miles traveled thresholds and other minor corrections (Staff Report #22-005-CC) (Presentation) H4. 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 (Staff Report #22-003-CC) (Presentation)
H5. Consideration and direction on 1) the composition and charge of the Housing Element Community Engagement and Outreach Committee and 2) amendments to the consultant’s scope of work (Staff Report #22-010-CC) (Presentation)
I. Informational Items
I1. City Council agenda topics: January 25 – February 8, 2022 (Staff Report #22-011-CC) I2. Update – Re-Imagining Public Safety Subcommittee (Staff Report #22-002-CC) J. City Manager's Report
K. City Councilmember Reports
L. Adjournment
At every regular meeting of the City Council, in addition to the public comment period where the public shall have the right to address the City Council on any matters of public interest not listed on the agenda, members of the public have the right to directly address the Council on any item listed on the agenda at a time designated by the chair, either before or during the City Council’s consideration of the item.

At every special meeting of the City Council, members of the public have the right to directly address the City Council on any item listed on the agenda at a time designated by the chair, either before or during consideration of the item.

For appeal hearings, appellant and applicant shall each have 10 minutes for presentations.

If you challenge any of the items listed on this agenda in court, you may be limited to raising only those issues you or someone else raised at the public hearing described in this notice, or in written correspondence delivered to the City of Menlo Park at, or prior to, the public hearing.

Any writing that is distributed to a majority of the City Council by any person in connection with an agenda item is a public record (subject to any exemption under the Public Records Act) and is available by request by emailing the city clerk at

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org City Council Regular Meeting Agenda – AMENDED
January 11, 2022

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[email protected]. Persons with disabilities, who require auxiliary aids or services in attending or participating in City Council meetings, may call the City Clerk’s Office at 650-330-6620.

Agendas are posted in accordance with Government Code Section 54954.2(a) or Section 54956. Members of the public can view electronic agendas and staff reports by accessing the City website at menlopark.org/agenda and can receive email notification of agenda and staff report postings by subscribing to the “Notify Me” service at menlopark.org/notifyme.

Agendas and staff reports may also be obtained by contacting City Clerk at 650-330-6620. (Posted: 1/7/2022)

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org City Council
SPECIAL MEETING MINUTES – DRAFT
Date: 10/13/2021
Time: 5:00 p.m.

Special Meeting Location: Zoom.us/join – ID# 843 5347 5661 Closed Session (Zoom.us/join – ID# 843 5347 5661)
A. Call To Order
Mayor Combs called the meeting to order at 5:06 p.m.

B. Roll Call

Present: Combs, Mueller Nash, Taylor, Wolosin

Absent: None
Staff: City Clerk Judi A. Herren, Assistant City Attorney Greg Rubens C. Closed Session
Before entering the closed session, the Mayor requested that any reportable action from the closed session be made at the conclusion of the closed session and not at the October 26, 2021 City Council meeting.

C1. Closed session conference pursuant to Government Code §54957(b)(1) regarding public employee performance evaluation of the City Manager
No reportable action.

D. Adjournment
Mayor Combs adjourned the meeting at 7:08 p.m.

Judi A. Herren, City Clerk
AGENDA ITEM F-1 Page F-1.1

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org City Council Special Meeting Minutes – DRAFT
October 13, 2021

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NOVEL CORONAVIRUS, COVID-19, EMERGENCY ADVISORY NOTICE
Consistent with Government Code section 54953(e), and in light of the declared state of emergency, the meeting will not be physically open to the public and all members will be teleconferencing into the meeting via a virtual platform. To maximize public safety while still maintaining transparency and public access, members of the public can listen to the meeting and participate using the following methods. • How to participate in the meeting
• Submit a written comment online up to 1-hour before the meeting start time:
menlopark.org/publiccommentOctober13*
• Access the meeting real-time online at:

Zoom.us/join – Meeting ID 843 5347 5661
• Access the meeting real-time via telephone at:
(669) 900-6833
Meeting ID 843 5347 5661
Press *9 to raise hand to speak
*Written public comments are accepted up to 1-hour before the meeting start time. Written messages are provided to the City Council at the appropriate time in their meeting. • Watch meeting:
• Cable television subscriber in Menlo Park, East Palo Alto, Atherton, and Palo Alto:

Channel 26
• Online:
menlopark.org/streaming
Note: City Council closed sessions are not broadcast online or on television and public participation is limited to the beginning of closed session.

Subject to Change: Given the current public health emergency and the rapidly evolving federal, state, county and local orders, the format of this meeting may be altered or the meeting may be canceled. You may check on the status of the meeting by visiting the City’s website www.menlopark.org. The instructions for logging on to the webinar and/or the access code is subject to change. If you have difficulty accessing the webinar, please check the latest online edition of the posted agenda for updated information (menlopark.org/agenda).

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City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org City Council
REGULAR MEETING MINUTES – DRAFT
Date: 11/9/2021
Time: 5:00 p.m.

Regular Meeting Location: Zoom.us/join – ID# 998 8073 4930 Closed Session (Zoom.us/join – ID# 998 8073 4930)
A. Call To Order
Mayor Combs called the meeting to order at 5:25 p.m.

B. Roll Call

Present: Combs, Mueller, Nash, Taylor, Wolosin

Absent: None
Staff: City Manager Starla Jerome-Robinson, City Attorney Nira Doherty, City Clerk Judi A.

Herren
C. Agenda Review
City staff pulled item L2. to provide an update.

D. Closed Session
D1. CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION (Paragraph (1) of subdivision (d) of Section 54956.9) Case number: 21-CIV-01717
D2. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Government Code Section 54956.9: (One case)
• Jim Fehrle spoke in support of refunding all user utility tax and ceasing future collection.

E. Adjournment
Mayor Combs adjourned to the regular session at 5:43 p.m.

Regular Session (Zoom.us/join – ID# 998 8073 4930)
F. Call To Order
Mayor Combs called the meeting to order at 5:46 p.m.

G. Roll Call

Present: Combs, Mueller, Nash, Taylor, Wolosin

Absent: None
Staff: City Manager Starla Jerome-Robinson, City Attorney Nira Doherty, City Clerk Judi A.

Herren
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November 9, 2021

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H. Report from Closed Session
None.

I. Presentations and Proclamations
I1. Proclamation: Recognizing United Against Hate Week November 14 – 20, 2021 (Attachment) Mayor Combs read the proclamation (Attachment).

I2. Proclamation: Recognizing November 2021 as National American Indian Heritage Month (Attachment)
Mayor Combs read the proclamation (Attachment).

I3. Proclamation: Recognizing Ruby Bridges Walk to School Day as November 17, 2021 (Attachment) Mayor Combs read the proclamation (Attachment).

San Mateo County Office of Education representative Theresa Vallez-Kelly accepted the proclamation.

I4. Presentation: Independent Redistricting Commission update (Presentation) City Clerk Judi Herren made the presentation (Attachment).

J. Study Session
J1. Provide direction on Federal Emergency Management Agency Building Resilient Infrastructure and Communities grant opportunity to fund a portion of the Strategy To Advance Flood Protection, Ecosystems And Recreation along the San Francisco Bay project (Staff Report #21-218-CC) (Presentation)
Mayor Combs was recused from item J1. and exited the meeting.

Public Works Director Nikki Nagaya made the presentation (Attachment).

The City Council received clarification on programmatic environmental impact report (EIR), sea level rise impacts along the San Francisco Bay shoreline, the need for additional staff resources to complete this project, the extent of the project sections defined as “Reach 1” and “Reach 2” including how they connect leaving no gaps in the shoreline, applicability of the funds to be used for other projects, and the City contribution to this project.

The City Council discussed including residential areas on the exhibits presenting this project, and potentially incorporating emergency preparedness into this project.

The City Council directed staff to confirm the City’s role as a grant applicant and project lead, to return with a resolution accepting the grant funds and a memorandum of understanding between the project partners, to return with the mid-year budget review with a staffing request, and to return with options during the fiscal year 2022-23 budget development to maintain positive cash flow while Page F-1.4

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November 9, 2021

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awaiting receipt of Federal Emergency Management Agency (FEMA) grant reimbursements.

Mayor Combs rejoined the meeting.

J2. Provide direction on the use of below market rate housing funds for MidPen Housing, Inc. to create a community land trust as part of their proposed request of $3.6 million to build 12 ownership units at 335 Pierce Road (Staff Report #21-219-CC) (Presentation) Web form public comment on item J2.

Acting Housing Manager Mike Noce made the presentation (Attachment).

MidPen Housing, Inc. representative Jan Lindenthal made a presentation (Attachment). • Karen Grove spoke in support of the creation of a community land trust (CLT) as part of the MidPen 335 Pierce Road project.

The City Council received clarification on the structure of the CLT, current below market rate (BMR) homes outside of CLT compared to within a CLT, costs related to CLT, the relationship between MidPen and CLT, protections on the transfer of titles, infrastructure improvements outside of the proposed project, current BMR funds, multiple CLTs, and purchasing 12 BMR units without CLT.

The City Council discussed the neighborhood based preference and options for current residents of 335 Pierce Road.

The City Council directed the use of funds for MidPeh Housing to create a CLT as it relates to approved uses of the BMR housing funds (Section 13.3 of the BMR housing program guidelines), initial distribution of $200,000 in BMR housing funds to MidPen Housing to support legal formation of a CLT and community engagement, and staff to return to City Council with specific recommended actions based on the direction of the above items.

K. Public Comment
• Pam Jones spoke in support of linking presentations to the agenda before the item is heard at the City Council meeting.

The City Council reordered the agenda.

P. City Councilmember Reports
City Councilmember Taylor and Vice Mayor Nash requested a special City Council meeting to discuss the Community Engagement and Outreach Committee (CEOC).

Vice Mayor Nash reported out an update on a Peninsula Clean Energy programs.

City Councilmember Mueller reported out on the Menlo Park Community Campus groundbreaking and expressed an interest in establishing an educational equity subcommittee.

Mayor Combs reported out on the San Francisquito Creek Joint Powers Authority meeting.

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L. Consent Calendar
L1. Accept the City Council meeting minutes for October 12 and 26, 2021 (Attachment) L2. Adopt Resolution No. 6684 modifying the remainder of the 2021 City Council’s regular meeting start time to 7 p.m. (Staff Report #21-215-CC)
City Manager Jerome-Robinson announced the November 16, 2021 meeting special start time at 5 p.m. and a regular meeting at 6 p.m.

The City Council discussed the timing of the full meeting.

ACTION: Motion and second (Combs/ Taylor), to update and approve Resolution No. 6684 modifying the remainder of the 2021 City Council’s regular meeting start time to 6 p.m. and direct staff to update the Menlo Park Municipal Code (MPMC) Section 2.04.010 Regular meetings—Days and start time to 6 p.m. from 5 p.m., passed unanimously.

L3. Library Commission work plan 2021-2022 (Staff Report #21-217-CC) L4. Adopt Resolution No. 6685, adopting amendments to Resolution No. 6682 to continue conducting the City’s Council and advisory body meetings remotely due to health and safety concerns for the public and to authorize the use of hybrid meetings (Staff Report #21-220-CC) The City County received clarification on State laws and City resolution and options for who may participate in-person and virtually.

The City Council discussed comfortability of returning to in-person and hybrid vaccination requirements.

ACTION: Motion and second (Wolosin/ Combs), to direct staff to draft and return to City Council a resolution allowing City Council and staff to conduct hybrid meetings, passed unanimously.

ACTION: Motion and second (Nash/ Combs), to approved consent calendar items L1. and L3., passed unanimously.

M. Regular Business
M1. Introduction of Ordinance No. 1079 repealing Chapter 7.04 [Garbage and Rubbish Disposal] of Title 7 [Health and Sanitation] and enacting Chapter 7.04 [Solid Waste, Recyclables, and Organic Waste Disposal] (Staff Report #21-216-CC) (Presentation)
Management Analyst I Joanna Chen made the presentation (Attachment).

ACTION: Motion and second (Wolosin / Taylor), to waive the reading and introduce Ordinance No. 1079 repealing Chapter 7.04 [Garbage and Rubbish Disposal] of Title 7 [Health and Sanitation] and enacting Chapter 7.04 [Solid Waste, Recyclables and Organic Waste Disposal], passed unanimously.

N. Informational Items
N1. City Council agenda topics: November - December 7, 2021 (Staff Report #21-214-CC) Page F-1.6

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org City Council Regular Meeting Minutes – DRAFT
November 9, 2021

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O. City Manager's Report
None.

Q. Adjournment
Mayor Combs adjourned the meeting at 9:08 p.m.

Judi A. Herren, City Clerk
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November 9, 2021

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Zoom.us/join – Meeting ID 998 8073 4930
• Access the meeting real-time via telephone at:
(669) 900-6833
Meeting ID 998 8073 4930
Press *9 to raise hand to speak
*Written public comments are accepted up to 1-hour before the meeting start time. Written messages are provided to the City Council at the appropriate time in their meeting. • Watch meeting:
• Cable television subscriber in Menlo Park, East Palo Alto, Atherton, and Palo Alto:

Channel 26
• Online:
menlopark.org/streaming
Note: City Council closed sessions are not broadcast online or on television and public participation is limited to the beginning of closed session.

Subject to Change: Given the current public health emergency and the rapidly evolving federal, state, county and local orders, the format of this meeting may be altered or the meeting may be canceled. You may check on the status of the meeting by visiting the City’s website www.menlopark.org. The instructions for logging on to the webinar and/or the access code is subject to change. If you have difficulty accessing the webinar, please check the latest online edition of the posted agenda for updated information (menlopark.org/agenda).

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City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org City Council
SPECIAL AND REGULAR MEETING MINUTES – DRAFT
Date: 11/16/2021
Time: 5:00 p.m.

Regular Meeting Location: Zoom.us/join – ID# 998 8073 4930 5:00 p.m. Special Session (Zoom.us/join – ID# 998 8073 4930) A. Call To Order
Mayor Combs called the meeting to order at 5:12 p.m.

B. Roll Call

Present: Combs, Mueller, Nash, Taylor

Absent: Wolosin
Staff: City Manager Starla Jerome-Robinson, City Attorney Nira Doherty, City Clerk Judi A.

Herren
C. Consent Calendar
C1. Adopt Resolution No. 6685, adopting amendments to Resolution No. 6682 to continue conducting the City’s Council and advisory body meetings remotely due to health and safety concerns for the public and to authorize the use of hybrid meetings (Staff Report #21-222-CC) ACTION: Motion and second (Nash/ Combs), to approve the consent calendar, passed 4-0 (Wolosin absent).

D. Public Hearing
D1. Consider the Planning Commission’s Recommendation and approve a general plan amendment and rezoning for a City stormwater pump station project at 1395 Chrysler Drive and 105-155 Constitution Drive (Staff Report #21-229-CC)
Acting Principal Planner Tom Smith made the presentation (Attachment).

Mayor Combs opened the public hearing.

Mayor Combs closed the public hearing.

The City Council received clarification on the new parcel and public right of way access.

ACTION: Motion and second (Nash/ Combs), to approve the following entitlements related to a new City stormwater pump station to replace an existing pump station located at 1395 Chrysler Drive (formerly addressed 1221 Chrysler Drive):

1. General plan amendment to change the land use designation of an approximately 3,600 square-foot portion of an existing approximately 8.9-acre parcel at 105-155 Constitution Drive from Commercial Business Park to Public/Quasi-Public and to change the land use designation of an approximately 3,600 square-foot portion of an existing approximately 5,000 square-foot parcel at 1395 Chrysler Drive from Public/Quasi-Public to Commercial Business Park; and

2. Rezoning to change the zoning of a portion of the parcel with a resulting Public/Quasi-Public land use designation from M-3-X (Commercial Business Park, Conditional Development District) to the P-F Page F-1.9

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(Public Facilities) district and to change the zoning of a portion of the parcel with a resulting Commercial Business Park land use designation from P-F to M-3-X zoning, passed 4-0 (Wolosin absent)
Closed Session (Zoom.us/join – ID# 998 8073 4930)
E. Closed Session
E1. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of Government Code Section 54956.9: (One case)
F. Adjournment
Mayor Combs adjourned to the regular session at 6:17 p.m. 6:00 p.m. Regular Session (Zoom.us/join – ID# 998 8073 4930) G. Call To Order
Mayor Combs called the meeting to order at 6:27 p.m.

H. Roll Call

Present: Combs, Mueller, Nash, Taylor

Absent: Wolosin
Staff: City Manager Starla Jerome-Robinson, City Attorney Nira Doherty, City Clerk Judi A.

Herren
I. Agenda Review
None.

J. Report from Closed Session
City Attorney Nira Doherty report out from the November 9, 2021 closed session on an approved settlement with Save Our Menlo Park Neighborhood Case # 20-CIV-01717.

K. Study Session
K1. Provide direction on development of an ordinance to regulate wireless facilities on private property and in the public right-of-way (Staff Report #21-221-CC) (Presentation) Public Works Director Nikki Nagaya and Assistant City Attorney Denise Bazzano made the presentation (Attachment).
• AT&T representative Richard Hackman spoke in support of wireless facilities on private property and in the public right-of-way.
• Crown Castle representative Michael Cintron spoke in support development of an ordinance to regulate wireless facilities.

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The City Council received clarification on ability to regulate locations so that wireless facilities are not immediately adjacent to homes, City authority of wireless facilities placement, City preferences versus regulation, and next steps of ordinance drafting and review.

The City Council discussed commercial area options for wireless facilities, equitable placement, including best practices from neighboring cities, and balancing being aggressive and consideration of staff resources.

The City Council directed staff to begin developing an ordinance to regulate wireless facilities on private property and in the public right-of-way.

L. Public Comment
None.

M. Consent Calendar
M1. Adopt Resolution No. 6687 to approve the through and left-turn restrictions from southbound Garwood Way and northbound Merrill Street at Oak Grove Avenue (Staff Report #21-224-CC) M2. Waive second reading and adopt Ordinance No. 1079, enacting Chapter 7.04 [Solid Waste, Recyclables and Organic Waste Disposal] of Title 7 [Health and Sanitation] (Staff Report #21-230-CC)
ACTION: Motion and second (Taylor/ Combs), to approve consent calendar, passed 4-0 (Wolosin absent).

N. Regular Business
N1. Receive annual report from Environmental Quality Commission, approve the commission’s annual year work plan, and provide direction on the commission’s recommendation regarding banning gas powered leaf blowers (Staff Report #21-225-CC)
Web form public comment on item N1.

Sustainability manager Rebecca Lucky made the presentation (Attachment). • Amy Roleder spoke in support of the ban of gas powered leaf blowers (GLBs). • David Axelrod spoke in support of the ban of GLBs and provided information on air and noise pollutions cause by GLBs.
• Jeffrey Hook spoke in support of the ban of GLBs.
• Elliot Krane spoke in support of the ban of GLBs and provided information on the effects to health from GLBs.
• Carlos Myers-Ascencio spoke in support of the ban of GLBs. • Kathleen Daly spoke in support of the ban of GLBs.
• Shaun Maguire spoke in support of the ban of GLBs and considerations to other gas powered gardening equipment.
• Lisa Williams spoke in support of the ban of GLBs and provided examples of the climate impact of GLBs.

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The City Council bifurcated the item for discussion.

Work plan:

The City Council received clarification on urban canopy related to the heritage tree ordinance and creating a baseline of tree canopy across the City.

Gas powered leaf blower ban:

The City Council received clarification on the recent State legislation related to the future ban of GLBs, engagement with the Gardeners Association, and GLB buyback program options.

The City Council discussed reaching out to the stakeholders impacted, implementing the ban immediately and delaying enforcement for one year, enforcement and implementation approach, possible next steps and timeline.

ACTION: Motion and second (Combs/ Mueller), to

1. Receive the annual report from the Environmental Quality Commission (EQC),

2. Approve the Commission’s annual work plan, and

3. Direct staff to engage with landscaping stakeholders, and return to city council as a study session with how enforcement, implementation, and staff resources regarding an ordinance banning gas powered leaf blowers in early 2022,
passed 4-0 (Wolosin absent).

N2. Introduction and first reading of Ordinance No. 1080 amending Ordinance No. 1074, modifying the City Council’s regular meeting schedule (Staff Report #21-226-CC) City Clerk Judi Herren introduced the item.

ACTION: Motion and second (Nash/ Combs), to waive the first reading and introduce Ordinance No. 1080 amending Ordinance No. 1074, modifying the City Council’s regular meeting schedule, passed 4-0 (Wolosin absent).

N3. Adopt Resolution No. 6686 approving the 2021 San Mateo County Multijurisdictional Local Hazard Mitigation Plan (Staff Report #21-223-CC) (Presentation) Public Works Director Nikki Nagaya, Assistant Public Works Director Brian Henry, and Management Analyst Joanna Chen made the presentation (Attachment).

The City Council received clarification on the safety element and environmental justice element incorporation and options related to communication and infrastructure funding, including the Federal Emergency Management Agency’s Building Resilient Infrastructure and Communities (BRIC) program for hazard mitigation.

The City Council discussed the importance of CalEnviroScreen incorporation and printing the approved plan for public viewing at City libraries.

ACTION: Motion and second (Combs/ Nash), to adopt Resolution No. 6686 approving the 2021 San Mateo County Multijurisdictional local hazard mitigation plan:
• Volume 1: Planning area wide elements; and
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• Volume 2: City of Menlo Park annex plan; and
direct staff to provide annual reporting to the City Council and increased public engagement and outreach, passed 4-0 (Wolosin absent).

N4. Consideration of a City Council meeting date to discuss the composition of the Community Engagement and Outreach Committee and future charge (Staff Report #21-227-CC) City Manager Starla Jerome-Robinson introduced the item. • Dan McMahon spoke in support of the City Council discussing the Community Engagement and Outreach Committee (CEOC).

The City Council discussed the current purview of the CEOC limited to outreach and engagement, establishing best practices, District 1 representation, meeting on a Saturday to increase community participation to discuss CEOC and the housing element, the housing element notice of preparation (NOP), and bringing in additional resources (e.g., community organizations) to assist with building best practices for the CEOC.

ACTION: Motion and second (Combs/ Nash), to direct staff to prioritize scheduling a housing element, if possible combined with CEOC discussion, or, add CEOC to a future agenda as soon as possible, passed 4- 0 (Wolosin absent).

O. Informational Items
O1. City Council agenda topics: December 7 – 14, 2021 (Staff Report #21-231-CC) O2. Response to Questions from City Councilmembers on housing element update (Staff Report #21-228-CC)
P. City Manager's Report
City Manager Jerome-Robinson announced the cancellation of the Rail Subcommittee.

Q. City Councilmember Reports
Mayor Combs reported out on State of the City on November 30, 2021, upcoming tree lightening ceremony, housing element subcommittee meeting, and requested Neighborhood Traffic Management Program (NTMP) update added to a future City Council meeting.

City Councilmember Mueller reported out on the convention center COVID-19 booster shot availability and booster shots provided to District 1.

City Councilmember Taylor reported out on the Ruby Bridges walk to school day on November 17, 2021 and on locations to receive the COVID-19 booster.

R. Adjournment
Mayor Combs adjourned the meeting at 10:04 p.m.

Judi A. Herren, City Clerk
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Channel 26
• Online:
menlopark.org/streaming
Note: City Council closed sessions are not broadcast online or on television and public participation is limited to the beginning of closed session.

Subject to Change: Given the current public health emergency and the rapidly evolving federal, state, county and local orders, the format of this meeting may be altered or the meeting may be canceled. You may check on the status of the meeting by visiting the City’s website www.menlopark.org. The instructions for logging on to the webinar and/or the access code is subject to change. If you have difficulty accessing the webinar, please check the latest online edition of the posted agenda for updated information (menlopark.org/agenda).

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City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org City Council
REGULAR MEETING MINUTES – DRAFT
Date: 12/7/2021
Time: 6:00 p.m.

Regular Meeting Location: Zoom.us/join – ID# 998 8073 4930 6:00 p.m. Closed Session (Zoom.us/join – ID# 998 8073 4930) A. Call To Order
Mayor Combs called the meeting to order at 6:06 p.m.

B. Roll Call

Present: Combs, Mueller, Nash, Taylor, Wolosin

Absent: None
Staff: City Manager Starla Jerome-Robinson, City Attorney Nira Doherty, Assistant City Attorney Megan Burke, City Clerk Judi A. Herren
C. Agenda Review
City staff pulled item L1. and continued to a future meeting.

The City Council pulled items J3., J4., and J8. for discussion.

D. Closed Session
D1. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Significant exposure to litigation pursuant to Government Code Section 54956.9(d)(2): (One case) D2. CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section 54956.9 of the Government Code: (Two potential cases)
E. Adjournment
Mayor Combs adjourned to the regular session at 7:20 p.m.

Regular Session (Zoom.us/join – ID# 998 8073 4930)
F. Call To Order
Mayor Combs called the meeting to order at 7:29 p.m.

G. Roll Call

Present: Combs, Mueller, Nash, Taylor, Wolosin

Absent: None
Staff: City Manager Starla Jerome-Robinson, City Attorney Nira Doherty, City Clerk Judi A.

Herren
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H. Report from Closed Session
None.

I. Public Comment
• Lynne Bramlett spoke in support of a Saturday study session in January 2022 to discuss disaster preparedness.

J. Consent Calendar
J1. Adopt Resolution No. 6691 authorizing the city manager to submit a grant application with California Department of Education to offset operational costs at the Belle Haven Child Development Center in fiscal year 2022-23 (Staff Report #21-239-CC)
J2. Adopt Resolution No. 6689 to continue conducting the City’s Council and advisory body meetings remotely due to health and safety concerns for the public and to authorize the use of hybrid meetings (Staff Report #21-232-CC)
J3. Adopt Resolution No. 6687 to approve the through and left-turn restrictions from southbound Garwood Way and northbound Merrill Street at Oak Grove Avenue (Staff Report #21-224-CC) Web form public comment on item J3.

The City Council discussed the letter received from the Town of Atherton, concerns about traffic overflow, a request for a comprehensive look at managing traffic from the Springline project, a 120 to 180-day report back to City Council following substantial occupancy of the Springline project, and a request for a City-wide evaluation of bike and pedestrian safety.

The City Council received clarification on the Town of Atherton’s concerns and identification of metrics.

ACTION: Motion and second (Wolosin / Combs), to adopt Resolution No. 6687 to approve the through and left-turn restrictions from southbound Garwood Way and northbound Merrill Street at Oak Grove Avenue to minimize anticipated safety concerns and direct staff to report back to City Council, passed 4-0 (Mueller abstaining).

J4. Approve and appropriate $10,000 for a grant to support the Menlo Park Sister Cities Association and ongoing sister cities program, and authorize the city manager to execute a grant agreement (Staff Report #21-179-CC)
The City Council received clarification on grants supporting associations and programs compared to the City’s annual community grant program and no City oversite of Menlo Park Sister Cities Association.

The City Council discussed future requests going through the community grant program process.

ACTION: Motion and second (Nash/ Combs), to approve and appropriate $10,000 for a grant to support the Menlo Park Sister Cities Association and ongoing sister cities program, and authorize the city manager to execute a grant agreement with the association and that the Menlo Park Sister Cities Association are not to Page F-1.16

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represent itself on behalf of the City of Menlo Park, passed unanimously.

J5. Approve a modified design for the Sharon Road sidewalk project (Staff Report #21-233-CC) • Tina Messerlian spoke in support of adding Sharon Road and Eastridge Avenue safety painting to the project.
• Allison spoke in support of enforcing construction hours and noise ordinances during this project.

The City Council discussed restriping of Sharon Road and Eastridge Avenue.

J6. Waive second reading and adopt Ordinance No. 1082 rezoning property at 1395 Chrysler Drive and 105-155 Constitution Drive for a City stormwater pump station project (Staff Report #21-234-CC) J7. Adopt Resolution No. 6692 authorizing the city manager to submit a grant application from the California Department of Parks and Recreation for the Haven Avenue streetscape project (Staff Report #21-242-CC)
J8. Receive and file the general fund budget report as of October 31, 2021 (Staff Report #21-238-CC) The City Council received clarification on the next budget report to City Council.

The City Council discussed availability of printed copies of the budget.

ACTION: Motion and second (Combs/ Wolosin), to receive and file the general fund budget report as of October 31, 2021, passed unanimously.

ACTION: Motion and second (Nash/ Wolosin), to approved the consent calendar excluding items J3., J4., and J8., passed unanimously.

K. Public Hearing
K1. Public hearing regarding the adoption of a resolution adopting required findings and authorizing City to execute an energy services contract pursuant to Government Code Section 4217 and authorizing the city manager to negotiate and execute a final agreement with ENGIE Services US Inc. to procure, install, operate, and maintain clean energy infrastructure for the Menlo Park Community Campus Project in an amount not to exceed $5.72 million to procure and install clean energy infrastructure equipment; and Appropriate $5.72 million from the unassigned funds in the general fund to procure and install clean energy infrastructure; and finding the action exempt from the California Environmental Quality Act guidelines (Staff Report #21-241-CC) Sustainability Manager Rebecca Lucky made the presentation (Attachment).

Mayor Combs opened the public hearing.
• Lynne Bramlett had questions on community input, the name of the center, costs, and the necessity of electric vehicle (EV) charging stations.
• Pam Jones spoke on concerns about a lack of public engagement.

Mayor Combs closed the public hearing.

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The City Council received clarification on proceeding with a sustainable building, impacts to the construction timeline, grants (e.g., Peninsula Clean Energy) for EV chargers, public noticing, language access, and maintenance costs.

The City Council discussed EV charging stations, costs, and the addition of including community outreach as a best practice.

ACTION: Motion and second (Taylor/ Nash), that the City Council make the following findings:

1. The key financial terms of the energy services agreement presented at this evening’s meeting are in the best interest of the City because the anticipated costs to the City for electrical energy services provided by the Project will be less than the anticipated marginal cost to the City of electrical and other energy that would have been consumed by the City in the absence of the proposed Project; and

2. The Menlo Park Community Campus project is exempt from the requirements of California Environmental Quality Act (CEQA) under Section 15302 as a CEQA Class 2 project because the Project consolidates the senior center, youth center, community center, and library facilities, which previously existed as separate buildings on or near the project site, into a single building, including construction of a new pool to replace the existing pool to serve substantially the same purpose, thereby exempting the Project from the provisions of CEQA pursuant to the State CEQA Guidelines and triggering no exceptions to such exemption; and

3. Continue resolution No. 6693 to December 14, 2021 City Council meeting, passed unanimously.

K2. Consider the Planning Commission’s Recommendation to approve specific plan amendments and an amendment to the development agreement for a project at 1300 El Camino Real (Staff Report #21-237-CC) (Staff Presentation) (Applicant Presentation) Acting Principle Planner Corinna Sandmeier made a presentation (Attachment).

Springline representative Cyrus Sanandaji made a presentation (Attachment).

Mayor Combs opened the public hearing.
• Brittani Baxter spoke in support of funding sidewalk and safety projects. • Fran Dehn spoke in support of the Planning Commission recommendations.

Mayor Combs closed the public hearing.

The City Council received clarification on including a quiet zone in the Downtown amenities fund and public amenities fund, administrative costs related to creating capital improvement projects (CIP), the development agreement regulations to the access funds, and funding allocated to a CIP.

ACTION: Motion and second (Nash/ Combs), to waive first reading and introduce Ordinance No. 1083 amending the specific plan to increase the maximum public benefit bonus-level floor area ratio (FAR) from

1.50 to 1.55 in the ECR NE-R District under certain circumstances; and waive first reading and introduce Ordinance No. 1084 approving an amendment to the development agreement (DA) for the project sponsor to secure vested rights, and for the City to secure a public benefit, passed unanimously.

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L. Regular Business
L1. 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 crossing project (Staff Report #21-236-CC) Item L1. was continued to a future meeting.

L2. Introduce Ordinance No. 1081 repealing and replacing Sections 2.04.200, “Advisory Boards and Commissions,” 2.04.210 “District-Based Electoral System,” and 2.04.220 “Establishment of City Council Electoral Based System” of Chapter 2.04 within Title 2 of the Menlo Park Municipal Code; and adopting Resolution No. 6688 updating City’s Conflict of Interest Code to add the Independent Redistricting Commissioners and Alternate Commissioners (Staff Report #21-240-CC) ACTION: Motion and second (Combs/ Muller), to waive the first reading and introduce Ordinance No. 1081 repealing and replacing Sections 2.04.200, “Advisory Boards and Commissions,” 2.04.210 “District-Based Electoral System,” and 2.04.220 “Establishment of City Council Electoral Based System” of Chapter 2.04 within Title 2 of the Menlo Park Municipal Code; and adopting Resolution No. 6688 updating City’s Conflict of Interest Code to add the Independent Redistricting Commissioners and Alternate Commissioners, passed unanimously.

M. Informational Items
M1. City Council agenda topics: December 8, 2021 – January 2022 (Staff Report #21-235-CC) N. City Manager's Report
City Manager Starla Jerome-Robinson reported out on the reopening of the 800 block of Santa Cruz Avenue and an update on Senate Bill 9.

O. City Councilmember Reports
Mayor Combs reported out on City Councilmember Taylor’s application to One Shoreline and supported drafting a letter in support.

City Councilmember Taylor reported out on the upcoming City/County Association of Governments of San Mateo County (C/CAG) meeting and San Mateo County Joint Powers Authority (JPA) board meeting.

City Councilmember Mueller reported out that Vice Mayor Nash will now be serving on the Downtown Street Closure Task Force and thanked City Councilmember Taylor for previously serving.

P. Adjournment
Mayor Combs adjourned the meeting at 10:24 p.m.

Judi A. Herren, City Clerk
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Channel 26
• Online:
menlopark.org/streaming
Note: City Council closed sessions are not broadcast online or on television and public participation is limited to the beginning of closed session.

Subject to Change: Given the current public health emergency and the rapidly evolving federal, state, county and local orders, the format of this meeting may be altered or the meeting may be canceled. You may check on the status of the meeting by visiting the City’s website www.menlopark.org. The instructions for logging on to the webinar and/or the access code is subject to change. If you have difficulty accessing the webinar, please check the latest online edition of the posted agenda for updated information (menlopark.org/agenda).

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City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org City Council
SPECIAL MEETING MINUTES – DRAFT
Date: 12/8/2021
Time: 5:00 p.m.

Special Meeting Location: Zoom.us/join – ID# 880 0219 5038 Special Session (Zoom.us/join – ID# 880 0219 5038)
A. Call To Order
Mayor Combs called the meeting to order at 5:03 p.m.

B. Roll Call

Present: Combs, Mueller, Nash, Taylor, Wolosin

Absent: None
Staff: City Manager Starla Jerome-Robinson, City Attorney Nira Doherty, City Clerk Judi A.

Herren
C. Regular Business
C1. Review and recommend the potential housing opportunity sites and land use strategies for initiating the environmental and fiscal reviews to meet the City’s Regional Housing Needs Allocation (RHNA) as part of the housing element for the planning period 2023-2031 (Staff Report #21-243-CC) Assistant Community Development Director Deanna Chow introduced the item.

M-Group representative Asher Kohn and Brittany Bendix made the presentation (Attachment).

• Julie Shanson spoke in support of upzoning in Districts 2 – 5. • Lorena Cuffy spoke in opposition of disproportional housing density in District 1 and in support of upzoning in District 2 – 5 and less in District 1.
• Kalisha Webster spoke in support of additional below market rate (BMR) housing. • Karen Grove spoke in support of the Housing Commission’s recommendations, increased units in the SRI project, and utilizing Senate Bills (SB) 9 and 10. • Misha Silin spoke in support of additional housing and on concerns related to site selection. • Adina Levin spoke in support of rezoning outside District 1 and harmonizing density and policies in District 1.
• Pam Jones spoke in support of downzoning in District 1. • Michal Bortnik spoke on concerns with the Allied Arts neighborhood being priced out and not aligned with housing policies and utilizing SB 10.
• Cynthia Harris spoke in support of meeting State requirement while increasing BMR units. • Erik Burmeister spoke in support of increasing community input and providing clarity to the public. • Andrew Bielak spoke in support of higher density within a half mile of transit and density levels where appropriate.
• Katie Behroozi spoke in support of equal density across the Districts.

The City Council discussed public engagement and input, BMR housing program inclusionary requirements from 15 percent or 20 percent, the draft housing element given to the City Council before submitting to the State, the number of units required, increasing the density through the Page F-1.21

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increase of height, potential sites on Santa Cruz Avenue, mandating mixed-use opposed to strictly residential, population and open space increases, the Housing Commission’s recommendations, public outreach and the Community Engagement and Outreach Commission (CEOC), adding Marsh Road and Bohannon Office zoning sites, and USGS and SRI projects as opportunity sites The City Council received clarification on additional opportunity sites for housing, timeline of rezoning and housing element adoption, job/ housing imbalance compared to office development, environmental impact report (EIR) impacts from BMR inclusionary percentages, commercial language fee, Regional Housing Needs Allocation (RHNA) cycles five and six numbers, downzoning District 1 and upzoning other Districts to balance, affordable housing overlay, and square foot minimum lot size requirement for R-3 properties located around Downtown.

The City Council took a recess at 7:30 p.m.

The City Council reconvened at 7:58 p.m.

The City Council directed staff to explore below market rate housing program inclusionary requirements of 20 percent, lowing floor area rations (FAR) on office in Downtown, consider square footage in addition to number of units, encourage property owners to include residential, establish a minimum density to achieve more units on a site, consider open space tradeoffs (e.g., higher builds to keep open space), minimize luxury units, connect with CEOC members (current and former) and schedule an agenda item related to public outreach in January 2022, and draft a memo on different density types that can be used in the area and clarifying maximum density bonus with images.

ACTION: Motion and second (Wolosin/ Taylor), to direct staff to research and analyze the process to effectuate a downzoning and corresponding upzoning consistent with SB 330 requirements and effects to the planning target for new housing in the housing element period, passed 3-1-1 (Combs dissenting and Mueller abstaining).

ACTION: Motion and second (Combs/ Mueller), to accept:
• rezone for approximately 4,000 housing units that are geographically dispersed throughout the City, primarily in City Council Districts 2 to 5. These units would be in addition to projects that are considered in the ‘pipeline’, a majority which are located in District 1, which are a combination of projects recently approved, but not yet constructed, projects under construction but anticipated to not be complete before June 30, 2022, and projects under review. There are approximately 3,650 pipeline units. Densities would allow at least 30 dwelling units per acre (du/ac) and may increase as part of additional site refinement. • Upzone sites within the El Camino Real/Downtown specific plan area to allow 30 du/ac at the base level density and potential increases to the maximum bonus level density. The intent is to remove the existing residential cap of 680 units to allow for greater development potential in the specific plan area. • Modifications to the affordable housing overlay (AHO) to allow up to 100 du/ac for 100 percent affordable housing developments and/or an increase in the density bonus for both affordable and mixed-income projects.
• Removal of the 10,000 square foot minimum lot size requirement for R-3 properties located around Downtown, which would allow all sites up to 30 du/ac,passed unanimously.

ACTION: Motion and second (Mueller/ Nash), to direct staff to do an analysis in order to designate 10 acres of the USGS site for Menlo Park school district educational facility, passed unanimously.

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D. Adjournment
Mayor Combs adjourned the meeting at 10:26 p.m.

Judi A. Herren, City Clerk
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Zoom.us/join – Meeting ID 880 0219 5038
• Access the meeting real-time via telephone at:
(669) 900-6833
Meeting ID 880 0219 5038
Press *9 to raise hand to speak
*Written public comments are accepted up to 1-hour before the meeting start time. Written messages are provided to the City Council at the appropriate time in their meeting. • Watch meeting:
• Cable television subscriber in Menlo Park, East Palo Alto, Atherton, and Palo Alto:

Channel 26
• Online:
menlopark.org/streaming
Note: City Council closed sessions are not broadcast online or on television and public participation is limited to the beginning of closed session.

Subject to Change: Given the current public health emergency and the rapidly evolving federal, state, county and local orders, the format of this meeting may be altered or the meeting may be canceled. You may check on the status of the meeting by visiting the City’s website www.menlopark.org. The instructions for logging on to the webinar and/or the access code is subject to change. If you have difficulty accessing the webinar, please check the latest online edition of the posted agenda for updated information (menlopark.org/agenda).

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City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org City Council
REGULAR MEETING MINUTES – DRAFT
Date: 12/14/2021
Time: 6:00 p.m.

Regular Meeting Location: Zoom.us/join – ID# 998 8073 4930 Regular Session (Zoom.us/join – ID# 998 8073 4930)
A. Call To Order
Mayor Combs called the meeting to order at 6:08 p.m.

B. Roll Call

Present: Combs, Mueller, Nash, Taylor, Wolosin

Absent: None
Staff: City Manager Starla Jerome-Robinson, City Attorney Nira Doherty, City Clerk Judi A.

Herren
C. Agenda Review
Staff reordered Regular Business, bringing item F6. first.

The City Council pulled items E1., E2., E6., and E9. for discussion.

D. Public Comment
Web form public comment on item D.
• Senator Josh Becker congratulated Mayor Combs on outstanding pandemic leadership and welcomed the incoming mayor and vice mayor.
• Charlotte Willner spoke in support of rezoning for educational purposes.

E. Consent Calendar
E1. Adopt Resolution No. 6694 to continue conducting the City’s Council and advisory body meetings remotely due to health and safety concerns for the public and to authorize the use of hybrid meetings (Staff Report #21-246-CC)
The City Council received clarification on Menlo Park legislative bodies conducting hybrid meetings.

E2. Waive second reading and adopt Ordinance No. 1080 amending Ordinance No. 1074, modifying the City Council’s regular meeting schedule (Staff Report #21-244-CC) The City Council discussed how to agendize future closed sessions.

E3. Adopt Ordinance No. 1081 repealing and replacing Sections 2.04.200, “Advisory Boards and Commissions,” 2.04.210 “District-Based Electoral System,” and 2.04.220 “Establishment of City Council Electoral Based System” of Chapter 2.04 within Title 2 of the Menlo Park Municipal Code (Staff Report #21-245-CC)
E4. Waive second reading and adopt Ordinance No. 1083 amending the specific plan and Ordinance Page F-1.25

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No. 1084 approving an amendment to the development agreement for a project at 1300 El Camino Real (Staff Report #21-254-CC)
E5. Retain professional services to support Measure T bond issuance in 2022 (Staff Report #21-255-CC)
E6. Adopt a resolution rescinding Resolution Nos. 4354, 5832, 6479 and adopting City Council Procedures No. CC-21-024 updating the City’s purchasing policy (Staff Report #21-256-CC) The City Council received clarification on removing the authorization of the city manager, or designee, to make payments in excess of $79,000, updating the procedure to include city manager reporting, current emergency procedures, emergency funding, and funding amounts related to Federal Emergency Management Agency (FEMA) requirements.

City Councilmember Taylor spoke in opposition of amending the city manager, or designee, authority and in support of Senate Bill (SB) 1383.

ACTION: Motion and second (Mueller/ Wolosin), to adopt a resolution rescinding Resolution Nos. 4354, 5832, 6479 and adopt City Council Procedures No. CC-21-024 updating the City’s purchasing policy to incorporate the new state requirements under SB 1383 and to establish new processes and procedures, and direct the city manager to provide the City Council reports when expenditures are equal to or more than the city manager’s spending authority, passed 4-1 (Taylor dissenting).

E7. Approve the 2022 City Council regular meeting schedule (Staff Report #21-248-CC) E8. Consider adoption of a resolution to authorize the city manager to enter into an agreement with ENGIE Services US Inc. to design, construct, operate, and maintain clean energy infrastructure for the Menlo Park Community Campus project in an amount not to exceed $5.72 million and appropriate $5.72 million from the unassigned funds in the general fund for the project (Staff Report #21-252-CC)
E9. Adopt fiscal year 2021-22 budget amendments and authorize city manager to execute agreement amendments for public works maintenance, city arborist contract services, and community development professional services (Staff Report #21-250-CC)

The City Council received clarification on fund transfer timing of capital improvement projects (CIP) for a quiet zone and Haven Avenue streetscape projects.

E10. Receive and file personnel update as of November 30, 2021 (Staff Report #21-257-CC) ACTION: Motion and second (Combs/ Wolosin), to approve consent calendar excluding item E6., passed unanimously.

F. Regular Business
F6. Adopt a resolution directing the city manager and city attorney to develop interim guidance rules and regulations for implementation of Senate Bill 9 (SB 9) before January 1, 2022 (Staff Report #21-251-CC)
Adopt a resolution directing the preparation of interim guidance rules and regulations to implement Senate Bill 9 (SB 9)—The California Home Act; and directing the preparation of an SB 9 implementing ordinance
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Acting Planning Manager Kyle Perata made the presentation (Attachment). • Karen Grove spoke in opposition of the preclusion of accessory dwelling units (ADUs). • Safaei Design Group had questions related to floor area limit (FAL) on single family with ADUs and two story residences.
• Brittani Baxter spoke in support of increased flexibility for ADUs and more options for property owners related to parking.

The City Council discussed what other jurisdictions are doing to implement SB 9, objective standards, deed restrictions, and square footage,
The City Council received clarification on ADUs, State and City proposed requirements, deed restrictions on affordability, application timing, and FALs.

ACTION: Motion and second (Wolosin/ Taylor), to adopt a resolution directing City staff to prepare interim guidance rules and regulations and all other direction provided therein with the revision in Section 3 of the resolution to remove the language “where the maximum floor area limit is 1,600 square feet” and direct staff to develop interim guidance, and to make publications available in English and Spanish, passed 3-2 (Mueller and Combs dissenting).

The City Council took a recess at 8:24 p.m.

The City Council reconvened at 8:36 p.m.

F1. Recognition of outgoing Mayor
• Adina Levin commended Mayor Combs on his term as Mayor. • Pam Jones commended Mayor Combs on his term as Mayor. • Kathleen Daly commended Mayor Combs on his term as Mayor.

Vice Mayor Nash read the proclamation (Attachment).

Mayor Combs accepted the proclamation.

F2. Selection of the 2022 Mayor and Vice Mayor
City Clerk Judi A. Herren introduced the item.

ACTION: Motion and second (Wolosin/ Mueller), to appoint Betsy Nash as Mayor, passed unanimously.

ACTION: Motion and second (Taylor/ Nash), to appoint Jen Wolosin as Vice Mayor, passed unanimously.

F3. Appoint City Council representatives and alternates to various local and regional agencies and as liaisons and members to City Council advisory bodies (Staff Report #21-258-CC) City Clerk Judi A. Herren introduced the item.

The City Council discussed the Community Outreach and Engagement Committee (CEOC) liaison.

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ACTION: Motion and second (Wolosin/ Combs), to make appointments as representatives and alternates to various local and regional agencies and as liaisons and members to City Council advisory bodies, passed unanimously (Attachment).

F4. Appoint City Councilmembers to various standing and ad hoc subcommittees, and disband inactive ad hoc subcommittees (Staff Report #21-249-CC)
City Clerk Judi A. Herren introduced the item.

The City Council discussed the West Menlo Triangle Annexation ad hoc subcommittee.

ACTION: Motion and second (Nash/ Wolosin), to make appointments to various standing and ad hoc subcommittees, and disband the inactive Emergency Response Homeless Encampment in Bayfront ad hoc subcommittee, passed unanimously (Attachment).

F5. Provide direction to the City’s voting delegate regarding regional vacancies for the next City Selection Committee meeting December 17, 2021 (Staff Report #21-247-CC) ACTION: Motion and second (Combs/ Mueller), to select Mayor Nash as the City’s voting delegate regarding regional vacancies for the next City Selection Committee meeting December 17, 2021, passed unanimously.

G. Informational Items
G1. City Council agenda topics: January 2022 (Staff Report #21-253-CC) H. City Manager's Report
None.

I. City Councilmember Reports
Mayor Nash reported out on the San Mateo County Mayor’s Mental Health Coalition.

J. Adjournment
Mayor Nash adjourned the meeting at 9:55 p.m.

Judi A. Herren, City Clerk
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Channel 26
• Online:
menlopark.org/streaming
Note: City Council closed sessions are not broadcast online or on television and public participation is limited to the beginning of closed session.

Subject to Change: Given the current public health emergency and the rapidly evolving federal, state, county and local orders, the format of this meeting may be altered or the meeting may be canceled. You may check on the status of the meeting by visiting the City’s website www.menlopark.org. The instructions for logging on to the webinar and/or the access code is subject to change. If you have difficulty accessing the webinar, please check the latest online edition of the posted agenda for updated information (menlopark.org/agenda).

Page F-1.29
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: 22-006-CC
Consent Calendar: Adopt a resolution to continue conducting the City’s Council and advisory body meetings
remotely due to health and safety concerns for the
public and to authorize the use of hybrid meetings
Recommendation
Staff recommends that the City Council adopt a resolution (Attachment A) to continue conducting the City’s Council and advisory body meetings remotely due to health and safety concerns for the public and to authorize the use of hybrid meetings.

Policy Issues
Assembly Bill 361 (AB 361) was signed into law September 16, 2021 allowing cities to continue holding virtual meetings during any emergency proclaimed by the governor. AB 361 sunsets January 1, 2024. The City Council would need to declare every 30 days that the City’s legislative bodies must continue to meet remotely in order to ensure the health and safety of the public.

Background
The California Legislature approved AB 361, which was signed by the governor September 16, 2021 for signature. The bill allows local legislative bodies to continue to meet remotely through January 1, 2024. A local agency will be allowed to continue to meet remotely when:
• The local agency holds a meeting during a declared state of emergency • State or local health officials have imposed or recommended measures to promote social distancing • Legislative bodies declare the need to meet remotely due to present imminent risks to the health or safety of attendees
The City meets the requirements to continue holding meetings remotely in order to ensure the health and safety of the public:
• The City is still under a local state of emergency
• County Health orders require that all individuals in public spaces maintain social distancing and wear masks
Analysis
The City is still under a local state of emergency, and the County’s indoor mask order is still in effect, so the emergency findings required under AB 361 are still in effect. The resolution authorizes the use of hybrid meetings, whereby City Councilmembers and staff may choose to attend either remotely or in person.

AGENDA ITEM F-2 Page F-2.1
Staff Report #: 22-006-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org Impact on City Resources
There is no impact on City resources.

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 an organizational structure 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
A. Resolution
Report prepared by:

Judi A. Herren, City Clerk
Page F-2.2
RESOLUTION NO. XXXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENLO PARK AND

ON BEHALF OF COMMISSIONS AND COMMITTEES CREATED BY THE

CITY COUNCIL PURSUANT TO CALIFORNIA GOVERNMENT CODE
SECTION 54952(b) AUTHORIZING TELECONFERENCE MEETINGS IN COMPLIANCE WITH AB 361 (GOVERNMENT CODE SECTION 54953(e) TO

CONTINUE TO ALLOW MEMBERS OF THE PUBLIC TO SAFELY

PARTICIPATE IN LOCAL GOVERNMENT MEETINGS
WHEREAS, the City Council is committed to ensuring public access to observe and participate in local government meetings; and
WHEREAS, all meetings of the City Council and other legislative bodies created pursuant to Government Code Section 54952(b) are open and public, as required by the Ralph M. Brown Act, so that any member of the public may participate in local government meetings; and WHEREAS, the AB 361, codified at Government Code section 54953(e), makes provisions for remote teleconferencing participation in local government meetings, without compliance with the requirements of 54953(b)(3), during a Governor-proclaimed state of emergency and if the local legislative body determines, by majority vote, that as a result of the emergency, meeting in person would present imminent risks to the health or safety of attendees, and WHEREAS, on March 4, 2020, Governor Newsom proclaimed a State of Emergency due to the outbreak of respiratory illness due to a novel coronavirus (now known as COVID 19) and that State of Emergency is still in effect in the State of California; and WHEREAS, on March 11, 2020 the City Council proclaimed the existence of a local state of emergency within the City, pursuant to Section 8625 of the California Emergency Services Act in response to the COVID-19 pandemic; and
WHEREAS, COVID-19 continues to threaten the health and lives of City residents; and WHEREAS, the SARS-CoV-2 Delta Variant (Delta Variant) is highly transmissible in indoor settings; and
WHEREAS, on July 28, 2021, the California Department of Public Health issued guidance calling for the use of face coverings and stating that the Delta Variant is two times as contagious as early COVID-19 variants, leading to increasing infections, the Delta Variant accounts for over 80% of cases sequenced, and cases and hospitalizations of COVID-19 are rising throughout the state; and
WHEREAS, the Delta Variant has caused, and will continue to cause, conditions of imminent peril to the health and safety of persons within the City; and WHEREAS, in light of the Delta Variant and the risk of infection among even those who have been vaccinated against COVID-19, the City Council finds that reducing the number of persons present in City Council chambers is necessary to reduce imminent health risks associated with large groups of members of varying households gathering indoors; and Page F-2.3 ATTACHMENT A
WHEREAS, the City Council, acting as a legislative body pursuant to Government Code section 54952(a) and for the benefit of the commissions, committees and other bodies that were created by the City Council pursuant to Government Code section 54952(b) (collectively referred to as “Legislative Bodies”), finds that the current conditions meet the circumstances set forth in Government Code section 54953(e)(3) to allow Legislative Bodies to continue to use teleconferencing to hold open and public meetings if the Legislative Bodies comply with the requirements set forth in Government Code section 54953(e)(2) to ensure the public can safely participate in and observe local government meetings.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Menlo Park that the City Council does hereby:

1. Find that current conditions authorize teleconference public meetings of Legislative Bodies.

Based on the California Governor’s continued declaration of a State of Emergency and current conditions, the City Council finds that meeting in person only, without the option for certain populations and persons to participate remotely, would present imminent risks to the health or safety of attendees. The City Council does therefore find that Legislative Bodies and members of Legislative Bodies of the City may elect 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.

2. Authorize Legislative Bodies to Conduct Teleconference Meetings. The Legislative Bodies are hereby authorized to take all actions necessary to carry out the intent and purpose of this Resolution, including conducting open and public meetings in accordance with Government Code section 54953(e)(2) and other applicable provisions of the Brown Act.

3. Authorize Legislative Bodies to Conduct Hybrid Meetings. The Legislative Bodies are hereby authorized to conduct meetings in a “hybrid” format, where both members of the Body and members of the public may elect to be present in person, utilizing appropriate distancing and masking practices, or participate by teleconferencing technology. Such meetings of the Legislative Bodies that occur using teleconferencing technology will provide an opportunity for any and all members of the public who wish to address Legislative Bodies and will otherwise occur in a manner that protects the statutory and constitutional rights of parties and the members of the public attending the meeting via teleconferencing

4. The State of California and the City of Menlo Park continue to follow safety measures in response to COVID-19 as ordered or recommended by the Centers for Disease Control and Prevention (CDC), California Department of Public Health (DPH), and/or County of San Mateo, as applicable, including facial coverings when required. Based upon that guidance, in-person attendance indoors at public meetings continues to present a health risk for certain segments of the population, necessitating the need to reduce the number of inperson meeting attendees. \\
\\
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Page F-2.4 Resolution No. XXXX

Page 2 of 3 ends

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
Page F-2.5 Resolution No. XXXX

Page 3 of 3 ends

Administrative Services

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: 22-001-CC
Consent Calendar: Transmittal of the annual report on the status of the transportation impact, storm drainage,
recreation in-lieu and construction impact fees
collected as of June 30, 2021
Recommendation
Staff recommends the City Council review the City’s Assembly Bill 1600 (AB1600) report providing data on the revenues collected from the transportation impact, storm drainage, recreation in-lieu and construction impact fees. The below market rate housing in-lieu fees are included in this report to inform the City Council.

Policy Issues
This report does not represent any change to existing City policy and affirms the City’s intention to continue to charge these impact fees to fund projects and programs that mitigate the impact of development in the City of Menlo Park.

Background
Cities and counties often charge fees on new development to fund public improvements to mitigate the impact of development activity. These fees are commonly known as development impact fees. In 1989, the state Legislature passed AB1600, which added Sections 66000 et seq. to the California Government Code, commonly known as the Mitigation Fee Act.

As required by law, these fees are segregated from the general fund and accounted for in special revenue funds. Government Code Section 66001 requires that the City make available to the public information regarding development impact fees for each fund within 180 days after the end of each fiscal year:
• A brief description of the fee and the fund into which the fee was deposited • The amount of the fee
• The associated fund’s beginning and ending balances for the fiscal year • The total amount of fees collected and interest earned • Identification of each public improvement on which impact fees were expended and the amount of expenditure on each improvement, including the total percentage of the cost of the public improvement that was funded with impact fees
• Identification of the approximate date by which construction of a public improvement will commence if the local agency determined that sufficient funds have been collected to complete financing on an incomplete public improvement and the public improvement remains incomplete • A description of each interfund transfer or loan made from an account or fund AGENDA ITEM F-3 Page F-3.1
Staff Report #: 22-001-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org Further, Government Code Section 66000 et. seq. also requires that findings describing the continuing need for impact fees be made every five years specifying the intended use of any unexpended impact fees, regardless of whether the fees are committed or uncommitted. Failure to make such findings subjects the City to going through a refunding procedure. This report meets the requirements to comply with the Mitigation Fee Act.

Analysis
Transportation impact fees
Due to growth and development in San Mateo County and the City of Menlo Park, increased pressure has been put on the transportation system. The purpose of the transportation impact fee is to provide adequate transportation improvements to serve cumulative development within the city. However, the fee does not replace the need for all site-specific transportation improvements that may be needed to mitigate the impact of specific projects upon the city’s transportation system.

The transporation impact fee methodology was put in place effective December 6, 2009, with the addition of Section 13.26 to the municipal code, which created a more systematic way for applying the fees. In 2019, the City prepared an updated transportation impact fee study which demonstrates the reasonable relationship between the amount of the fees and the purpose for which they are charged. In addition, the 2019 update set the fees for child care facilities and secondary dwelling units to $0. The current fees became effective in February 2020, and are listed below:

Transportation impact fee
Land use Unit 2021 fee amount*
Office Sq.Ft. $ 19.18
Research and development Sq.Ft. 8.17
Manufacturing Sq.Ft. 11.18
Warehousing Sq.Ft. 3.17
Restaurant Sq.Ft. 11.18
Retail Sq.Ft. 11.18
Single-family Dwelling
units 16,516.73
Multifamily Dwelling
units 5,566.90
Hotel Per room 10,010.13
Medical office Sq.Ft. 57.73
Child care Sq.Ft. 0
Secondary dwelling unit Dwelling
units 0
* As of June 2021, ENR Construction Cost Index % change for San Francisco = 3.4 If land use is not one of the above, use this formula: $16,683.56 * Total PM Peak hour trips
Page F-3.2
Staff Report #: 22-001-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org For fiscal year 2020-21, the City received total revenue of $221,184 primarily from transportation impact fees and interest income. For the same period, the City expended a total of $532,994 on projects eligible for funding under this revenue source. Accordingly, net revenue for the year totaled ($311,810) and the ending balance as of June 30, 2021, is $6,891,142. Of this amount, all funds are available for use to meet current or planned projects eligible for this funding source. In the next five fiscal years, it is planned that the City will require $22,801,570, from transportation impact fees to finance needed infrastructure projects. The City Council adopted the transportation master plan in November 2020 and staff has included new projects to the future five-year capital improvement program. As such, there exists a continued need for this fee. Detail of current year and historical financials as well as current year project expenditures are available in Attachment A.

Storm drainage fees
The storm drainage fee commenced before 1989. The fee is levied to mitigate impacts on the storm drainage system either directly or indirectly resulting from development projects. The fee does not cover all federally or regionally mandated stormwater permitting requirements imposed since 1990 under the National Pollutant Discharge Elimination System permits. Storm drainage connection fees are charged for property development as shown in the City’s 2019 master fee schedule:
• Single-family – per lot $450.00
• Multifamily – per unit $150.00
• Industrial and commercial – per square foot of impervious area $ 0.24 For fiscal year 2020-21, the City received total revenue of $3,186, primarily from storm drainage fees and interest income. For the same period, the City expended $68,363 on projects eligible for funding under this revenue source. Accordingly, net revenue for the year for the year totaled ($65,177) and the ending balance as of June 30, 2021, is $94,899. Of this amount, all funds are available for use to meet current or planned projects eligible for this funding source. The City plans to use the remaining funds to support green stormwater infrastructure projects and street storm drain improvements. At this time, there still exists a continued need for this fee. Detail of current year and historical financials as well as current year project expenditures are available in Attachment B.

Recreation in-lieu fees
The recreation in-lieu fee commenced before 1989. The purpose of the fee is to provide improved and expanded recreation facilities to serve new residential uses. The fee is assessed as an option for residential developments in-lieu of providing dedication of land for new facilities. The fee is charged on new residential development as shown Municipal Code section 15.16.020 and summarized in the City’s 2019 master fee schedule:
• Single-family (RE and R-1): 0.013 (Multiplied by number of units and by market value of acreage to be subdivided)
• Multifamily development (R-2, R-3, RLU and PD): 0.008 (Multiplied by number of units and by market value of acreage to be subdivided)
For fiscal year 2020-21, the City received total revenue of $753,147, primarily from recreation in-lieu fees and interest income. For the same period, the City expended a total of $76,410 on projects eligible for funding under this revenue source. Accordingly, net revenue for the year for the year totaled $676,737 and the ending balance as of June 30, 2021, is $3,640,777. Of this amount, all funds are available for use to meet current or planned projects eligible for this funding source. In the next five fiscal years, it is planned that the City will require $5,794,334 from recreation in-lieu fees to finance needed infrastructure projects. As such, there exists a continued need for this fee. Detail of current year and historical financials as well as Page F-3.3
Staff Report #: 22-001-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org current year project expenditures are available in Attachment C.

Construction impact fees
The construction impact fee took effect in November 2005 and was adopted to recover the cost of repairing damage to streets caused by construction-related vehicle traffic. On August 5, 2008, the City Council adopted a resolution extending this fee beyond the three-year sunset provision initially established. The fee is charged on the value of the construction project as shown in the 2019 master fee schedule:
• 0.58 percent of a construction project’s value
• Residential alteration and repairs, as well as all projects under $10,000, are exempt from the fee For fiscal year 2020-21, the City received total revenue of $910,784, primarily from construction impact fees and interest income. For the same period, the City expended a total of $5,273,790 on projects eligible for funding under this revenue source. Accordingly, net revenue for the year totaled ($4,363,006) and the ending balance as of June 30, 2021, is $5,120,689. Of this amount, all funds are available for use to meet current or planned projects eligible for this funding source. In the next five fiscal years, it is planned that the City will require $10,522,990 from construction impact fees to finance needed infrastructure projects. As such, there exists a continued need for this fee. Detail of current year and historical financials as well as current year project expenditures are available in Attachment D.

Below market rate housing in-lieu fee
The below market rate (BMR) in-lieu fee is not an impact fee; therefore, staff is not required to be include the following summary per Assembly Bill 1600. Staff is including this summary to solely inform City Council of housing fund activity. The BMR housing program was established in 1987 to increase the housing supply for people who live and/or work in Menlo Park and have very low, low, or moderate incomes as defined by income limits set by the California Department of Housing and Community Development for San Mateo County. The primary objective of the fee is to create actual housing units rather than generate a capital fund. Residential developers are subject to the following requirements, but may be permitted to pay an inlieu fee for a fractional unit in certain situations:
• Residential developments of five or more units are strongly encouraged to provide a BMR unit. • Residential developments of 10 to 19 units are required to provide 10 percent of the housing at below market rates.
• Residential developments of 20 units or more are required to provide 15 percent of the housing at below market rates.

For new commercial developments equal to or greater than 10,000 square feet that generate employment opportunities, the in-lieu fee for fiscal year 2020-21 was established as follows:
• Group A: $19.61 per square foot of net new gross floor area for most commercial uses • Group B: $10.64 per square foot of net new gross floor area for defined uses that generate fewer employees
For fiscal year 2020-21, the City received total revenue of $1,162,607, primarily from below market rate housing in-lieu fees from commercial developments and interest income. For the same period, the City expended a total of $924,674 on projects eligible for funding under this revenue source. Accordingly, net revenue for the year totaled $237,933 and the ending balance as of June 30, 2021, is $31,551,159. Of this amount, $6,942,890 is available for use to meet current or planned projects eligible for this funding source.

In May 2021, the City Council authorized $1.2 million (staff report 21-099-CC) from the BMR housing fund to support Habitat for Humanity Greater San Francisco’s proposal to create a Homeownership Preservation Program. The program will assist low income homeowners in Menlo Park with major repairs and rehabs that Page F-3.4
Staff Report #: 22-001-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org address acute safety issues and enable homeowners to age in place and remain in the community they have been a part of for many years. The funding transfer for $1.2 million is being prepared by staff and the program is scheduled to begin in 2022. In October 2021, the City Council held a study session (staff report 21-219-CC) to provide direction on the use of BMR funds for the creation of a Community Land Trust (CLT) as part of MidPen Housing’s proposal to build 12 attached single family homes for low income homebuyers.

City Council expressed support for the creation of CLT, and staff will return with potential recommendations in early 2022. The total funding request for this project is $3.6 million. It is estimated at this time that the abovementioned activities will utilize the majority of available fund balance and additional projects will be identified in coming years. As such, there exists a continued need for the City to collect this fee to support the preservation and production of affordable housing. Detail of current year and historical financials as well as current year project expenditures are available in Attachment E. Previously approved proposals with completed transfer of funds, such as the $5.5 million approved for HIP Housing’s acquisition of 6-8 Coleman Place (Staff Report 21-042-CC), are reflected in Attachment E within the “adjustments for notes and receivables” line item.

Impact on City Resources
There is no impact on City resources resulting from this annual report, and this report meets the compliance requirements of the Mitigation Fee Act. Impact fees collected in 2020-21 represented $1,643,162. As described above, the below market rate housing in-lieu fee is not an impact fee, and therefore, is not included in this total.

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 will not result in any direct or indirect physical change in the environment.

Public Notice
Public notification to comply with the Mitigation Fee Act is achieved by posting the annual report December 23, 2021, at least 15 days before the meeting at which the City Council is anticipated to make required findings as outlined in the recommendation.

Attachments
A. Transportation impact fee financial report
B. Storm drainage fee financial report
C. Recreation in-lieu fee financial report
D. Construction impact fee financial report
E. BMR housing in-lieu fee financial report
Report prepared by:

Mike Noce, Acting Housing Manager
Eren Romero, Business Manager
Teresa DellaSanta, Interim Administrative Services Director Page F-3.5
City of Menlo Park
Transportation Impact Fee Financial Report
Transportation Impact Fees 2016-17 2017-18 2018-19 2019-20 2020-21 Beginning balance $ 3,680,652 $ 3,671,623 $ 4,827,758 $ 7,339,432 $ 7,202,952 Developer Fees 1,565,803 1,525,690 2,410,325 255,091 106,028 Interest earnings and other 27,687 36,360 404,242 197,163 115,156 Expenditures (385,171) (405,915) (302,893) (588,734) (532,994) Non-traffic impact fee transfer (1,217,348) 0 0 0 0
Ending Balance $3,671,623 $4,827,758 $7,339,432 $7,202,952 $6,891,142 2020-21 Transportation Impact Fee Project Expenditures Total Cost 2020-21
Total TIF
Expended
Other
Funding
Sources
Fee % Share Construction
start date1
Haven Avenue Streetscape $ 113,360 $ 4,787 $ 108,573 4% 2022 Middle Avenue Caltrain Crossing Study $ 65,567 $ 65,567 $ - 100% 2025 Marsh Road/Constitution Drive- Independence Drive
Improvements $ 177,480 $ 177,480 $ - 100% April 2017
Traffic Signal Modifications $ 17,084 $ 17,084 $ - 100% April 2021 Pierce Road Sidewalk & San Mateo Bike Route Installation $ 470,260 $ 245,311 $ 224,949 52% August 2020 Haven Avenue Hotel Development* $ - $ 18,670 $ - 100% n/a Other $ - $ 4,096 $ - 100% n/a
Total 843,751 $532,994
*Expense to be reimbursed by developer
Transportation Impact Fee Future Projects Total budget
2021-22
TIF funding
2021-22
Other
Funding
sources
2021-22
TIF Funding
2022-26
Total TIF
future needs
Middle Avenue Caltrain Crossing Study Design and
Construction $ 5,954,095 $ 5,954,095 $ 6,000,000 $ 8,900,000 $ 14,854,095 Traffic Signal Modifications $ 1,319,013 $ 1,319,013 $ - $ 1,400,000 $ 2,719,013 Transportation project (minor) $ 866,457 $ 368,784 $ 497,673 $ 700,000 $ 1,068,784 Transit Improvemets $ 37,278 $ 37,278 $ - $ - $ 37,278
Willow Oaks Bike Connector $ 500,000 $ 500,000 $ - $ - $ 500,000 Willow Road/Newbridge St Bicycle and Pedestrian Improvement $ - $ - $ - $ 2,800,000 $ 2,800,000 El Camino Real Crossings Improvements $ 307,087 $ 307,087 $ - $ - $ 307,087 Pierce Road Sidewalk and San Mateo Bike Route Installation $ 630,626 $ 315,313 $ 315,313 $ - $ 315,313 Middle Avenue Complete Streets Study $ 200,000 $ 200,000 $ - $ - $ 200,000 Total $22,801,570
Collected Developer Fees 2020-21
1800 El Camino Real $ 15,308
1072 Del Norte Avenue $ 772
870 Santa Cruz Avenue $ 89,947
Total $ 106,028
1 Construction start dates are shown as month and year of construction contract authorization for projects that have commenced construction. For future projects, the year construction is expected to commence is noted.
2 There were no interfund loans nor interfund transfers from impact fee to other funds this year.

ATTACHMENT A Page F-3.6
City of Menlo Park
Storm Drainage Impact Fee Financial Report
Storm Drainage Impact Fees 2016-17 2017-18 2018-19 2019-20 2020-21 Beginning balance $172,555 $176,446 $168,480 $174,688 $160,066 Developer fees 2,250 7,270 2,250 6,150 900
Interest income/(expense) 1,641 2,166 3,958 4,206 2,286 Expenditures 0 (17,402) 0 (24,978) (68,363)
Ending Balance $176,446 $168,480 $174,688 $160,066 $94,889 Storm Drainage Impact Fee Fund Expenditures Total Cost
2020-21
Total SDIF
Expended
Other
Funding
Sources
Fee %
Share
Construction
start date1
Santa Cruz Avenue/Merrill Street and Alma Street
Storm Drain Improvement $ 67,814 $ 67,814 $ - 100% November 2020 Other $ 549 $ 549 $ - 100% n/a
Total $ 68,363
Storm Drainage Impact Fee Future Projects Total
Budget
2021-22
SDIF
Funding
Other
funding
Sources
2021-22
2022-2026 Total
Green stormwater infrastructure implementation $ - $ - $ - $ 82,000 $ 82,000 Santa Cruz Avenue and Middle Avenue Street
Rehabilitation $ 23,000 $ 23,000 $ - $ - $ 23,000
Total $ 105,000
Collected Developer Fees 2020-21
1010 Mallet Court $ 150
115 El Camino Real $ 600
617 Partridge Avenue $ 150
Total $ 900
1 Construction start dates are shown as month and year of construction contract authorization for projects that have commenced construction. 2 There were no interfund loans nor interfund transfers from impact fee to other funds this year.

ATTACHMENT B Page F-3.7
City of Menlo Park
Recreation In-Lieu Impact Fee Financial Report
Recreation In-Lieu Impact Fees 2016-17 2017-18 2018-19 2019-20 2020-21 Beginning balance $1,296,910 $1,167,732 $3,745,549 $3,553,462 $2,964,040 Developer Fees 64,000 2,619,200 205,800 313,600 705,600 Interest Income/(Expense) 6,433 36,958 81,234 97,406 47,547 Expenditures (199,611) (78,341) (479,121) (1,000,428) (76,410) Ending balance $1,167,732 $3,745,549 $3,553,462 $2,964,040 $3,640,777 Recreation In-Lieu Fee Expenditures Total Cost
2020-21
Total RIL
Expended
Other
Funding
Sources
Fee % Share Construction
start date1
Willow Oaks Park Improvements $ 11,909 $ 809 $ 11,100 7% 2022 Park Playground Equipment $ 75,601 $ 75,607 $ - 100% 2022 Total $ 87,510 $ 76,416 $ 11,100 87%
Recreation In-Lieu Fee Future Projects Total budget
2021-22 RIL funding
2021-22
Other funding
Sources
2021-22
RIL funding
2022-26
Total RIL
future needs
Menlo Park Community Campus
$ 15,752,425 $ 1,570,000 $ 14,182,425 $ - $ 1,570,000
Park Playground Equipment $ 725,414 $ 725,414 $ 600,000 $ 1,325,414 Parks and Recreation Master Plan
Implementation $ - $ - $ - $ 2,000,000 $ 2,000,000
Willow Oaks Park Improvements $ 898,920 $ 898,920 $ - $ - $ 898,920 $ 17,376,759 $ 3,194,334 $ 14,182,425 $ 2,600,000 $ 5,794,334 Collected Developer Fees 2020-21
661 Partridge Avenue $ 156,800
966 Menlo Avenue $ 78,400
908 Menlo Avenue $ 78,400
1010 Mallet Ct $ 78,400
115 El Camino Real $ 313,600
Total $ 705,600
1 Construction start dates are shown as month and year of construction contract authorization for projects that have commenced construction. For future projects, the year construction is expected to commence is noted.
2 There were no interfund loans nor interfund transfers from impact fee to other funds this year.

ATTACHMENT C Page F-3.8
City of Menlo Park
Construction Impact Fee Financial Report
Construction Impact Fee Fund 2016-17 2017-18 2018-19 2019-20 2020-21 Beginning balance $4,103,887 $6,915,392 $5,344,627 $7,814,172 $9,483,695 Developer Fees 3,095,422 2,976,022 3,655,133 2,809,763 830,634 Interest Income/(Expense) 62,254 51,713 179,535 236,374 80,150 Expenditures (346,171) (4,598,500) (1,365,123) (1,376,614) (5,273,790) Transfers
Ending balance $6,915,392 $5,344,627 $7,814,172 $9,483,695 $5,120,689 Construction Impact Fee Fund
Expenditures
Total Cost
2020-21
Total CIF
Expended
Other
Funding
Sources
Fee % Share Construction
start date1
Street Resurfacing Project $ 1,741,176 $ 390,405 $ 1,350,771 22% July 2020 Chilco Streetscape & Sidewalk Installation2 $ 2,855,541 $ 2,853,410 $ 2,131 100% May 2019 Santa Cruz & Middle Resurfacing $ 2,405,256 $ 1,967,895 $ 437,361 82% April 2020 Willow Road Resurfacing $ 8,205 $ 8,205 $ - 100% September 2021 Operating Expenditures:

Street Maintenance $ 2,623,800 $ 53,876 $ 2,569,924 2% July 2020 Total Expenditures: $ 9,633,978 $ 5,273,790 $ 4,360,188 55% Construction Impact Fee Future Projects
Total budget
2021-22
CIF Funding
2021-22
Other
Funding
sources
2021-22
CIF Funding
2022-26
Total CIF
future needs
Middlefield Rd (Woodland to Ravenswood) $ 150,000 $ 150,000 $ - $ 4,050,000 $ 4,200,000 Street Resurfacing Project $ 5,162,140 $ 2,479,000 $ 2,683,140 $ 1,400,000 $ 3,879,000 Willow Road Resurfacing $ 1,150,000 $ 1,150,000 $ - $ - $ 1,150,000 Chilco Streetscape & Sidewalk Installation $ 926,695 $ 926,695 $ - $ - $ 926,695 Santa Cruz & Middle Ave Resurfacing $ 367,295 $ 367,295 $ - $ 367,295 Total $ 10,522,990
Collected Developer Fees 2020-21
4025 Bohannon Dr 17,400
2775 Sand Hill Rd 17,400
1800 Bay Laurel Dr 18,560
2250 Tioga Dr 19,117
328 Central Ave 19,570
1190 Bellair Way 19,720
212 Hedge Rd 31,900
247 Hedge Rd 38,773
495 permits less than $17,000 648,194
Total 830,634
1 Construction start dates are shown as month and year of construction contract authorization for projects that have commenced construction. For future projects, the year construction is expected to commence is noted.
2 The scope of this project includes Phases 5 and 6 according to the Facebook Campus Expansion project development agreement. The expenditures shown include funds expended by the City, but do not include costs for work completed by the applicant beyond the City's contributions. 3 There were no interfund loans nor interfund transfers from impact fee to other funds this year.

ATTACHMENT D Page F-3.9
City of Menlo Park
Below Market Rate Housing Financial Report
Below Market Rate Housing Special Fund 2016-17 2017-18 2018-19 2019-20 2020-21 Beginning balance $14,135,309 $15,903,862 $21,920,888 $22,476,969 $31,313,226 Fiscal Year Activity
Charges for Services 1,824,526 6,109,892 354,517 5,437,462 808,964 Use of Money and Property 125,375 125,117 517,831 646,128 272,111 Expenditures (181,348) (217,983) (316,267) (515,156) (924,674) Proceeds from the Sale of Assets 0 0 0 0 0
Prior period adjustment 0 0 0 3,267,823 0
Adjustment for accounts payable 81,532
Ending balance $15,903,862 $21,920,888 $22,476,969 $31,313,226 $31,551,159 Adjustment for notes and interest receivable ($8,823,986) ($8,861,591) ($8,980,996) ($9,052,369) ($24,608,269) Adjusted available balance $7,079,876 $13,059,297 $13,495,973 $22,260,857 $6,942,890 Below Market Rate Housing Special Fund
Expenditures
BMR housing program administration $ 924,674
Below Market Rate Housing Special Fund Future
Projects 2021-25 Total
HGSF Homeownership Preservation Program (approved) $ 1,200,000 $ 1,200,000 335 Pierce Road (pending) $ 3,600,000 $ 3,600,000
Non-earmarked funds (expenditures, NOFAs, etc.) $ 2,142,890 $ 2,142,890 $ 6,942,890
Collected Developer Fees1 2020-21
1305 O'Brien Drive commercial in-lieu fee $ 410,414
1 Included within "Charges for Services" line item
ATTACHMENT E Page F-3.10
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: 22-007-CC
Consent Calendar: Authorize the city manager to execute a cost sharing agreement with the County of San Mateo for
the Coleman and Ringwood Avenues transportation
study and appropriate funding to the capital
improvement plan for the study
Recommendation
Staff recommends that the City Council authorize the city manager to execute a cost sharing agreement with San Mateo County (Attachment A) for the Coleman and Ringwood Avenues transportation study (Study) and appropriate $225,000 from Measure W to the capital improvement plan for the Study.

Policy Issues
The Coleman and Ringwood Avenues Study is consistent with general plan circulation element policies to improve bicycle and pedestrian safety (CIRC-1.7 and 1.8), support safe routes to school programs (CIRC1.9), accommodate all modes (CIRC-2.1), support use of streets for people walking and bicycling (CIRC2.7), and expand the bikeway network (CIRC-2.9.) Background
The study area for this Study is the extent of Coleman Avenue from Willow Road to Ringwood Avenue and Ringwood Avenue from Bay Road to Middlefield Road (Attachment B.) Coleman and Ringwood Avenues are both important routes for students walking and bicycling to several area schools, including MenloAtherton High School, Laurel Elementary School (both campuses), the Peninsula School, KIPP Valiant Community Prep, and Silicon Valley International School. The Menlo Park transportation master plan identifies improved bicycle facilities as a priority project on Coleman Avenue from Willow Road to the City border, as well as a desired extension of that route north through the County-owned portion of Coleman Avenue to Ringwood Avenue.

Coleman Avenue is one of three roads (along with Bay Road and Middlefield Road) that connect Ringwood Avenue with Willow Road. The traffic volumes on Coleman are lower than Bay and Middlefield, making it a potentially less stressful route for children that bicycle or walk to school. Ringwood Avenue, while primarily located within the County, is an important part of a bicycling and walking route that connects from downtown and Caltrain to the Belle Haven neighborhood and the Bayfront area. The Ringwood Avenue pedestrian and bicycle bridge is an integral component of that route, offering a less stressful, separated alternative to crossings over US 101 at Marsh Road or Willow Road and allowing many students to travel to schools on both sides of US 101.

In 2007, the City hired a consultant to conduct a safe routes to school plan for Laurel School that identified improvements along Coleman Avenue, including along the County’s portion of the street. The study AGENDA ITEM F-4 Page F-4.1
Staff Report #: 22-007-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org identified several improvement options, including one-way traffic on the County portion, adding bicycle lanes or a multiuse path along one side of the street.

Laurel School’s Upper Campus opened in 2016 in the Willows neighborhood serving fourth and fifth grade students in the Laurel School attendance area. For students in the Lindenwood (Atherton), Menlo Oaks (unincorporated), and South of Seminary-Vintage Oaks neighborhoods, the most direct route to the Upper Campus is via Coleman Avenue. Similarly, students in the Willows use Coleman to access both Lower Laurel Elementary and Menlo-Atherton High School. However, the lack of sidewalks in the County portion of Coleman Avenue and the lack of bicycle facilities along the entire length of Coleman mean that students walking and bicycling must share street space with automobiles, school buses and SamTrans ‘school tripper’ buses.

Analysis
In summer 2021, County Supervisor Don Horsley requested that staff from the County of San Mateo Office of Sustainability develop a study to look at potential redesign of Coleman and Ringwood Avenues within District 3 of the County. County staff approached City staff to request coordination on the study and extension of the study to cover the portion of Coleman Avenue within the City of Menlo Park. The study has a primary goal to determine preferred conceptual designs for Ringwood and Coleman Avenues through a robust community engagement process, including gathering and analyzing data, developing and applying evaluation criteria, and identifying improvements to active transportation, safety and mobility.

At the September 21, 2021 meeting, the Menlo Park City Council received a status update on City Council work plan and priorities for FY 2021-22 and added participation in the Coleman and Ringwood Avenues Study to the list of priorities. Since then, staff has coordinated with the County to develop a scope of work, fee estimate and schedule. To support the efficient launch of this study, the County engaged the consulting firm W-Trans through an existing on-call agreement that W-Trans holds with the County Department of Public Works.

Since then, staff have been negotiating a cost sharing agreement (Attachment A) between the City and the County to jointly fund and cooperate on the delivery of this Study. As the contracting agent and primary funder, the agreement establishes the County as the primary authority for the Study, with the City serving as a funding and project management partner and the lead on coordination with City Council and the Complete Streets Commission. Both parties have the right to withdraw from the contract after a 30-day notice, minimizing any potential expenditure of funds that would occur should the City opt to withdraw for any reason.

The scope of work, included as an exhibit to the cost sharing agreement (Attachment A) identifies a robust effort that includes multiple methods and opportunities for public engagement in the study process. The study will be led jointly by staff from the County and City. The two roadways are primarily within the City of Menlo Park or County of San Mateo jurisdiction, though a small portion of Ringwood Avenue (one side of the street adjacent to a portion of the Menlo-Atherton High School campus) is within the Town of Atherton.

The Town of Atherton is not a funding partner for this study, but will be participating as a stakeholder.

The study will be guided by a Technical Advisory Committee and a Community Advisory Committee. The Technical Advisory Committee will include representation from public agencies (including Menlo Park, San Mateo County and Atherton), respective law enforcement agencies, the Menlo Park Fire District, and administrators from several schools. The Community Advisory Committee will include a diverse set of representatives including students and parents from several schools, members of relevant commissions (City of Menlo Park Complete Streets Commission, County Bicycle Pedestrian Advisory Committee, and Page F-4.2
Staff Report #: 22-007-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org Town of Atherton Transportation Commission), local residents, community-based organizations (CBOs) serving the Belle Haven neighborhood and East Palo Alto, and local businesses. Staff are working with the County to identify and invite individuals to participate on the Community Advisory Committee.

The study will also include directly engaging two or three CBOs to help ensure participation by residents of the Belle Haven neighborhood and East Palo Alto. The County and the City will partner on a process to contract with these organizations using an approach similar to an existing set of contracts that the County holds with community organizations to support engagement on a range of County projects.

The study is expected to start in January 2022 and take approximately 18 months to complete. Major anticipated milestones for the study include:
• Summary of existing conditions and travel patterns – Spring 2022 • Development of improvement alternatives – Summer 2022 • Evaluation of alternatives – Winter 2022/23
• Development of final report – Spring 2023
• Community outreach and CAC and TAC meetings – throughout the study process In addition to these core work tasks, the scope of work includes several optional tasks that would only be initiated at the joint request of the City and County. These potential tasks include renderings of proposed improvements, additional analysis of traffic impacts, additional data collection and additional outreach.

Staff will provide regular updates to both the Complete Streets Commission and the City Council on study progress and will return with more substantial updates and potential requests for direction at major study milestones and for adoption of a final report.

Impact on City Resources
The cost sharing agreement sets the City contribution as one-third of the cost of the study. Staff are requesting that the City Council appropriate $225,000 to the capital improvement plan for this project from San Mateo County Measure W funds, the eighth-cent sales tax measure passed in 2018 for local safety, pothole and congestion relief improvements. Table 1 identifies the total costs by line item.

Table 1: Coleman and Ringwood Avenues transportation study budget Item Study budget CIP request Notes
W-Trans Core tasks $361,000 $120,000
W-Trans Optional tasks $136,000 $45,000 To be initiated at joint request of City and County W-Trans subtotal $497,000 $165,000
CBO Outreach* $30,000 $10,000 $10,000 per CBO, up to 3
Total Potential cost $527,000 $175,000
Menlo Park staff time $50,000 Offset by a commensurate reduction in staff time spent on other projects funded by the General Capital Fund.

Total CIP request $225,000
Note: all amounts rounded to nearest thousand
* CBO Outreach is still being contracted and is not included in the current agreement. An amendment to the agreement or additional agreement would be completed to fund this work.

Page F-4.3
Staff Report #: 22-007-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org Environmental Review
This action is not a project within the meaning of the California Environmental Quality Act (CEQA) Guidelines §§15378. Future proposed improvements identified by this study will undergo environmental review as needed.

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. Cost sharing agreement
B. Study area map
Report prepared by:

Hugh Louch, Assistant Public Works Director
Report reviewed by:

Nikki Nagaya, Public Works Director
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Agreement No. __________________________

AGREEMENT

BETWEEN THE CITY OF MENLO PARK AND THE COUNTY OF SAN MATEO

FOR FUNDING OF THE COLEMAN AND RINGWOOD AVENUES STUDY
This Agreement (Agreement) is entered into this _____ day of ____________, 2022, by and between the County of San Mateo, a political subdivision of the state of California, (County), and the City of Menlo Park, an incorporated place of the state of California (City), each a “Party” and collectively the “Parties”. * * *
W I T N E S S E T H:

WHEREAS, Coleman and Ringwood Avenues are both used by students walking and bicycling to school; and
WHEREAS, the City of Menlo Park Transportation Master Plan identifies proposed improvements for bicycling on Coleman Avenue as a Tier 1 priority; and
WHEREAS, the County Unincorporated Active Transportation Plan identifies Coleman and Ringwood Avenues as Tier 1 priorities for bicycle improvements; and WHEREAS, the County Unincorporated Active Transportation Plan also identifies both Coleman and Ringwood Avenues as part of a Pedestrian Priority Destination Area in the vicinity of Laurel Elementary and Menlo Atherton High Schools, as well as other schools in adjacent neighborhoods; and WHEREAS, it is desirable to provide a connected bicycle and pedestrian network across jurisdictional boundaries and that the Parties work together in a coordinated, holistic approach to improve bicycle and pedestrian access, and collectively participate in funding the Coleman and Ringwood Avenues Study (Project) given that both Parties own and maintain road right of way in the project area; and WHEREAS, the Project is located on Coleman Avenue between Ringwood Avenue and Willow Road, and on Ringwood Avenue between Middlefield Road and Bay Road; and WHEREAS, The County has prepared a Scope of Work for the Project at a cost not to exceed $497,574, pursuant its competitive on-call engineering professional services agreement with W-Trans (Consultant); and
WHEREAS, on September 21, 2021, the City included the Project in its City Council adopted 2021 Priorities and Work Plan Progress Report and on January 11, 2022, the City authorized its City Manager to execute this MOU on behalf of the City with the County and appropriated funding for the Project; and WHEREAS, the County is the lead agency administering the Project with the Consultant; and, WHEREAS, the Parties have agreed to a cost-share of 67%, not to exceed $333,375 (County), and 33%, not to exceed $164,199 (City), for a total Project cost not to exceed $497,574.

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NOW, THEREFORE, it is agreed by the parties to this Agreement as follows:

1. Exhibits and Attachments
The following exhibits and attachments are attached to this Agreement and incorporated into this Agreement by this reference:

Exhibit A—Consultant Scope of Work and Fee Proposal
Exhibit B—On-call Professional Engineering Services Agreement between County of San Mateo and W-Trans

2. Funding and Scope of Services
The County and City agree to collaborate on the Project as described in Exhibit A, attached hereto and incorporated herein by this reference. The County has retained the Consultant through an existing County Department of Public Works on-call engineering professional services agreement (Exhibit B, attached hereto and incorporated herein by this reference) to provide the Scope of Work as described in Exhibit A.

The Scope of Work (Exhibit A) consists of primary tasks (Tasks 1-8) and optional tasks (Task 9).

While the County will collaborate with and seek input from City Project Team members on any optional tasks or increases in the Project Scope of Work in Exhibit A or total cost of the project, the County reserves the right to unilaterally execute optional tasks or increase the Scope of Work in Exhibit A and total cost of the project beyond the $497,574 total. If the County elects to do so, the City may, but is not obligated to, reimburse the County for those optional tasks or excess costs. Any agreement by the City to reimburse for such optional tasks or excess costs, shall be in the form of approval through written correspondence for optional tasks or an Amendment to this Agreement for costs in excess of the Project total.

The City may request that the County execute optional tasks or increase in the Scope of Work in Exhibit A and total cost of the project beyond the $497,574 total. If such a request by the City is granted, the County may, but is not obligated to, share in those optional or excess costs. Any agreement by the County to share in such excess costs, shall be in the form of approval through written correspondence for optional tasks or an Amendment to this Agreement for costs in excess of the Project total.

Labor provided by personnel from one Party to complete any project tasks authorized per this agreement is to be provided without expectation of payment or reimbursement by the other Party.

3. Payments
In consideration of the cost-share in accordance with all terms, conditions, and specifications set forth in this Agreement, the City agrees to reimburse the County for 33% of the total Project costs, not to exceed $164,199.

Costs from the Consultant will be tracked and approved by deliverable by the County. All deliverables, or portions thereof, shall be approved by County personnel prior to payment in a timeframe that is mutually agreed upon with the Consultant. The County will review and pay invoices issued by the Consultant on a monthly basis and will be solely responsible for ensuring all invoices are consistent with the Scope of Work and work performed. The County reserves the right to withhold payment to the contractor if the County determines that the quantity or quality of the work performed is unacceptable, as set forth in Exhibit B.

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The County will submit the contractor’s invoices to the City on a quarterly basis, accompanied by a record of County payments to the Consultant (pursuant to Exhibit B) as proof that services were rendered and paid for by the County. City payments shall be tied to the completion of Consultant deliverables or portions of completed deliverables by subtask. Upon receipt of each invoice and its accompanying documentation, the City shall acknowledge receipt of said invoice and shall pay a 33% share of each invoice, up to the maximum amount described by this Agreement, within thirty (30) days of receipt of the invoice, delivered by mail or paid by electronic funds transfer (EFT) to the County as follows:

To San Mateo County: Attention: Jessica Stanfill Mullin, Program Manager San Mateo County Office of Sustainability
455 County Center, 4th Floor
Redwood City, CA 94063
Estimated Payment Schedule*:

Month/Year Invoice #
Apr 2022 1, covering Jan – Mar 2022
Jul 2022 2, covering Apr – Jun 2022
Oct 2022 3, covering Jul – Sep 2022
Jan 2023 4, covering Oct – Dec 2022
Apr 2023 5, covering Jan – Mar 2023
Jul 2023 6, covering Apr – Jun 2023
* Additional invoices may be added on an as-needed basis to extend over the duration of the project schedule, until project completion.

4. Term
The term of this Agreement shall commence upon execution of the Agreement by both Parties and terminate upon Project completion, unless further extended by mutual written agreement of both Parties.

5. Termination
Either Party may terminate this Agreement without cause at any time by written notice. Unless the Parties agree otherwise, the termination shall become effective thirty (30) days after the written notice to terminate.

The County shall be entitled to receive payment for 33% share of expenses incurred prior to termination of the Agreement. If this Agreement is terminated, within thirty (30) days of termination, County shall invoice the City all actual costs related to the Project, authorized by both Parties and incurred by County up to the date of termination; the County shall not invoice or otherwise seek from the City any costs incurred by the County after the date of termination.

6. Relationship of Parties
As set forth in Section 3, the County shall act as the fiscal agent and the City shall act as a funding partner and reimburse the County for services performed by the Contractor as described in Exhibits A and B.

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City and County personnel will jointly serve on a Project Team that meets weekly or as needed. The County will work in collaboration with and gather input from City personnel through Project Team meetings and communications on interpretation of scope and draft Consultant deliverables (pursuant to Exhibit A). The City Assistant Public Works Director – Transportation shall be the main point of contact for all City input on project scope and deliverables.

As Project Manager, the County will be responsible for providing final direction and approval to the Consultant prior to work being initiated. In the event of a disagreement between the County and City on interpretation of scope that cannot be resolved, the County reserves the right to direct the Consultant’s work as the Project Manager and as the party in contractual privity with the Consultant.

County personnel will serve as the lead on correspondence and meetings with the San Mateo County Board of Supervisors and County commissions, and City staff will serve as the lead on correspondence and meetings with City Council and City commissions.

7. Indemnity
a. It is agreed that each Party shall defend, hold harmless, and indemnify the other Party and its officers, employees, agents, and servants from any and all claims, suits, or actions of every name, kind, and description brought by a third party which arise out of the terms and conditions of this Agreement and which result from the acts or omissions of either Party and/or its officers, employees, agents, and servants.
b. Each Party shall defend, hold harmless, and indemnify the other Party from and against any and all claims for wages, salaries, benefits, taxes, and all other withholdings and charges payable to, or in respect to, either Party’s representatives for services provided under this Agreement. c. The duty of each Party to defend, hold harmless, and indemnify the other as set forth herein shall include the duty to defend as set forth in Section 2778 of the California Civil Code. d. In the event of concurrent negligence (or intentional/reckless acts) of County and/or its officers and employees, on the one hand, and City and/or its officers, employees, agents, and servants, on the other hand, then the liability for any and all claims for injuries or damage to persons and/or property which arise out of terms and conditions of this Agreement shall be apportioned according to the California theory of comparative fault.

8. Insurance
a. Each Party agrees to maintain its status as a legally self-insured public entity for general, auto and professional liability insurance coverage with limits of no less than $1,000,000 per occurrence and no less than two million dollars ($2,000,000) aggregate. Each Party’s insurance will be considered primary for all claims arising out of acts of that Party. Each Party also agrees to require all consultant, contractors and subcontractors engaged to work on this Project to name the other Party as an additional insured as well.

b. Each Party will maintain Workers’ Compensation as required by law for all its employees with limits not less than $1,000,000 per occurrence. Neither Party’s insurance shall be called upon to satisfy any claim for workers’ compensation filed by an employee of the other Party. Each Party will provide the other with a Waiver of Subrogation endorsement for Workers Compensation.

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Each Party also agrees to require all consultants, contractors and subcontractors engaged to work on this Project to carry the same Workers Compensation insurance limits and endorsements. c. Each Party will require all consultants, contractors, and subcontractors engaged to work on this Project to carry insurance in levels commensurate with the exposure of the respective work provided by the consultant, contractor or subcontractor. of the respective work provided by the consultant, contractor or subcontractor.

9. Severability
If any term or provision of this Agreement is found to be invalid or not enforceable to its full extent, such term or provision shall be enforced to the fullest extent permitted by law, and the validity of the remaining provisions hereof shall not be affected thereby.

10. Headings
The headings of each section of this Agreement are for the purposes of convenience only and shall not be construed to either expand or limit the express terms and language of each section.

11. Representations of Authority
Each Party signing this Agreement on behalf of a Party which is not a natural person hereby represents and warrants to the other Party that all necessary legal prerequisites to that Party’s execution of this Agreement have been satisfied and that he or she has been authorized to sign this Agreement and bind the Party on whose behalf he or she signs.

12. Governing Law
The validity of this Agreement and of its terms, the rights and duties of the parties under this Agreement, the interpretation of this Agreement, the performance of this Agreement, and any other dispute of any nature arising out of this Agreement shall be governed by the laws of the State of California without regard to its choice of law or conflict of law rules. Any dispute arising out of this Agreement shall be venued either in the San Mateo County Superior Court or in the United States District Court for the Northern District of California.

14. Amendments
This Agreement, including the Exhibits and Attachments attached to this Agreement and incorporated by reference, constitutes the sole agreement of the parties to this Agreement and correctly states the rights, duties, and obligations of each party as of this document’s date. In the event that any term, condition, provision, requirement, or specification set forth in the body of this Agreement conflicts with or is inconsistent with any term, condition, provision, requirement, or specification in any Exhibit and/or Attachment to this Agreement, the provisions of the body of the Agreement shall prevail. Any prior agreement, promises, negotiations, or representations between the parties not expressly stated in this document are not binding. All subsequent modifications or amendments shall be in writing and signed by the parties.

15. Notices
Any notice, request, demand, or other communication required or permitted under this Agreement shall be deemed to be properly given when both: (1) transmitted via email to the email address listed below; and Page F-4.9
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(2) sent to the physical address listed below by either being deposited in the United States mail, postage prepaid, or deposited for overnight delivery, charges prepaid, with an established overnight courier that provides a tracking number showing confirmation of receipt.

In the case of County, to:

Name/Title: Carolyn Bloede, Director, Office of Sustainability Address: 455 County Center, 4th Floor, Redwood City, CA, 94063 Telephone: 650-400-0098
Email: [email protected]
In the case of City, to:

Name/Title: Nicole Nagaya, Public Works Director
Address: City of Menlo Park
701 Laurel Street, 1st Floor, Menlo Park, CA, 94025
Telephone: (650) 330-6740
Email: [email protected]

17. Electronic Signature
Both County and City wish to permit this Agreement and future documents relating to this Agreement to be digitally signed in accordance with California law and County’s Electronic Signature Administrative Memo. Any party to this Agreement may revoke such agreement to permit electronic signatures at any time in relation to all future documents by providing notice pursuant to this Agreement. * * *
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THIS AGREEMENT IS NOT VALID UNTIL SIGNED BY ALL PARTIES.

For City:
_____________________________
Starla Jerome-Robinson
City Manager
City of Menlo Park
_______________
Date
___________________________
Approve as to Form
Nira Doherty
City Attorney
City of Menlo Park
_____________________________
Attest
Judi Herren
City Clerk
City of Menlo Park
For County:

______________________________
Purchasing Agent Signature
(Department Head or
Authorized Designee)
County of San Mateo
______________
Date
_____________________________
Purchasing Agent Name (please print)
(Department Head or Authorized Designee)
County of San Mateo
_____________________________
Purchasing Agent or Authorized Designee
Job Title (please print)
County of San Mateo
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Exhibit A
[insert copy of W-Trans Scope of Work]
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Exhibit B
[insert copy of Agreement and Amendment between County of San Mateo and W-Trans] Page F-4.13
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Page F-4.14
7901 Oakport Street, Suite 1500 Oakland, CA 94621 510.444.2600 w-trans.com SANTA ROSA • OAKLAND
December 10, 2021
Mr. Krzysztof Lisaj
County of San Mateo Department of Public Works
555 County Center, 5th Floor
Redwood City, CA 94063
Draft Proposal to Prepare the Coleman and Ringwood Avenues Transportation Study
Dear Mr. Lisaj;
W-Trans is pleased to provide this proposal to prepare the Coleman and Ringwood Avenues Transportation Study.

The following scope of services is suggested based on our recent correspondence, our knowledge of the study area, and our experience with numerous other transportation studies in the Bay Area.

Understanding of the Study Goal
We understand that the project goal is to determine a preferred corridor conceptual design for Ringwood and Coleman through a robust community engagement process, including gathering and analyzing data, developing evaluation criteria, and identifying improvements that improve active transportation, safety and mobility.

Throughout the process there will be oversight from a Technical Advisory Committee as well as engagement with community stakeholders through a Community Advisory Committee and through direct community and stakeholder engagement. Preferred conceptual design options will be presented to the San Mateo County Board of Supervisors and Menlo Park City Council.

Study Area and Periods
The study area will consist of Coleman Avenue between Willow Road and Ringwood Avenue, Ringwood Avenue between Middlefield Road and Bay Road, and the surrounding streets connecting to Coleman Avenue and Ringwood Avenue. Conditions during three time periods will be documented and analyzed:
 weekday a.m. commute/school drop off
 weekday p.m. school pickup
 weekday p.m. commute
Project Tasks
Task 1: Project Initiation and Administration
Task 1.1. Kick-Off Meeting
W-Trans will meet with County/City staff to discuss the scope of work and project schedule, establish communication protocols, coordinate preparation activities, and collect studies, data, and other information that will be used throughout the project. During the kick-off, W-Trans will conduct a brainstorming session to clarify roles, schedules, the community engagement strategy, study goals, identification of key stakeholders, and the composition of the Community Advisory Committee (CAC) and Technical Advisory Committee (TAC).

EXHIBIT A Page F-4.15
Mr. Krzysztof Lisaj Page 2 December 10, 2021
Task 1.2 Final Scope of Work and Project Schedule
Based on the discussions at the project kick-off meeting and follow-up correspondence, W-Trans will work with the County/City to make any minor refinements as needed to the Scope of Work and Project Schedule, including the Community Engagement Schedule.

Task 1.3 Project Administration
W-Trans will schedule project management team coordination meetings with County/City staff as well as ongoing project coordination via conference calls, video conferencing, e-mail or other means. Coordination meetings will occur on an ongoing basis throughout each of the project tasks listed below, on a projected bi-weekly basis as needed for a total of up to 40 meetings over an approximate 18-month time frame.

Deliverables:
 Ongoing: Meeting Notes
 1.1: Draft Study Goals
 1.2: Final Scope of Work
 1.2: Project Schedule
Task 2: Community and Technical Advisory Committee Meetings (4-5 each) County/City staff will gather and communicate with TAC and CAC members. W-Trans, Toole Design and funded Community-Based Organizations will work with County/City staff to prepare meeting agenda and presentation materials for each meeting, will facilitate as needed, and present material and respond to questions at meetings.

Meeting notes will be taken by W-Trans Team staff and distributed to County/City staff following each meeting.

The topic and agenda for each meeting will be reviewed and confirmed prior to each meeting. Agendas will be finalized at least one week prior to meeting date. We have assumed one meeting with the CAC and TAC for each of the following topics:

1. Review and provide feedback on study goals (Task 1), needs, and existing conditions (Task 4)

2. Input on criteria and alternatives to be considered (Task 5)

3. Review and evaluate draft alternatives (Tasks 5 and 6, possible need for two meetings)

4. Review Preferred Alternative (Task 6)
Deliverables:

Meeting agendas, presentations, meeting minutes and graphic materials Task 3: Public Participation and Outreach
This task will be led by Toole Design, who will develop community engagement activities / tools and facilitate events to solicit feedback from local residents and other stakeholders. The amount of activity that occurs within each of the individual subtasks to implement the Community Engagement Strategy may be subject to change as the study progresses. Presentation material developed during key outreach phases will be designed so that it can be re-purposed and revised as needed for use during the different engagement activities. The County and consultant team acknowledge the need for adaptability in the engagement process and while the level of effort and work product may be subject to change between the subtasks, the overall level of effort and work products to achieve sufficient public participation and feedback to reach all stakeholders will remain the same. Due to potential COVID-19 restrictions, community engagement activities may be held in-person or virtually and will be designed with this flexibility in mind.

All public-facing community engagement materials shall be made available in grade-8 reading level English. The County will provide interpretation at events, and Toole Design will coordinate translations of the engagement Page F-4.16
Mr. Krzysztof Lisaj Page 3 December 10, 2021
materials and provide an initial round of QA/QC. Toole Design assumes that the materials will be translated into Spanish. The W-Trans Team will provide one round of revisions for each deliverable based on a single set of nonconflicting, consolidated comments from County/City staff.

Task 3.1. Community Engagement Strategy
We will prepare a draft Community Engagement Strategy for County staff that will identify:
 Goals for community engagement
 Key issues and opportunities regarding community process and perspectives  Engagement strategies and activities, including target dates, materials, involvement of CBOs, and staffing responsibilities
We will revise the draft Community Engagement Strategy based on input from County/City staff and key stakeholders. County/City staff will be responsible for providing one consolidated set of comments representing feedback from County/City staff, the TAC, CAC, and CBO partners.

The Strategy will include four phases of engagement:

Phase Activity
Phase 1 Project initiation Introduction; gathering initial input Phase 2 Draft alternatives Presentation and review of draft alternatives Phase 3 Preferred Alternative Presentation and review of Preferred Alternative and Draft Study components
Phase 4 Final Study Project wrap-up; presentation of the Final Study Task 3.2. Develop and maintain Study webpage
The W-Trans Team will develop materials (copy and graphics) for a project webpage and will provide content updates during each of the four phases. We will prepare draft and final copy and materials to the webpage text at each interval, based on one set of non-conflicting, consolidated comments from County/City staff. The proposed budget assumes that the webpage will be hosted on the County website and updated by County staff.

Task 3.3. Community Surveys
The W-Trans Team will develop two online surveys to solicit input from the community during the first two phases of engagement. The purpose of the first survey (during Phase 1) will be to solicit input on existing conditions and potential improvements for the two corridors. The purpose of the second survey (during Phase 2) will be to solicit input on the draft alternatives. The surveys can be integrated into and/or referenced in an online, interactive project map provided by the County.

Survey distribution will align with the scheduled community workshops. At the close of each survey, we will prepare a high-level summary of the comments, which will be incorporated into the engagement summary memo (Task 3.10) and the next design phase.

For each survey, we will prepare draft survey text and questions for County/City staff review.

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Task 3.4. Interactive Community Workshops (3)
The W-Trans Team will design and facilitate up to three (3) community workshops, one during each phase of engagement (for Phases 1-3). The workshops will either be held virtually or in-person, per San Mateo County public health mandates. If the workshops are held in person, they could be “pop up” events at pre-existing community gatherings such as a Farmers’ Market, or could take the form of an independent open house/workshop. If held virtually, the meetings will be held via Zoom or similar video conferencing platform. County staff will be responsible for identifying the location of the workshops.

The W-Trans Team will prepare a workshop presentation. Additional materials will include a project information postcard/flyer developed for the workshop, a sign-in sheet to collect email addresses, large maps of the project area, and additional activities as budget allows. The online surveys will be advertised at the workshops during Phase 1 and 2, and paper copies will be available for participants to fill out at the event. County/City staff will print and distribute flyers about the events, while the W-Trans team will print the workshop materials. County staff will collate and digitize the responses to any paper survey responses The W-Trans Team will prepare a high-level summary of the key takeaways from each workshop to be incorporated into the engagement summary memo (Task 3.10). Input gathered at the workshops will inform the refinement of the strategies and recommendations to be included in the next design phase.

Task 3.5. Walking Tours (2)
The W-Trans Team will design and host up to two walking tours – one for each corridor. These tours will focus on site-specific transportation issues and opportunities on Coleman Avenue and Ringwood Avenue. Participants may include TAC and CAC members, or other stakeholders, to be determined with County/ City staff. We anticipate that County/City staff and/or CBO partners will be needed to serve as tour hosts, in addition to the consultant team, and that County/City staff will send out invitations.

The tours will be designed to be about 60-90 minutes in length and would take place during times that allow for community and stakeholder participation (e.g., weekday afternoon after the school bell or a weekend morning).

Meeting locations, days and times will be determined with County/City staff.

Materials for the tours will include:
 Route map
 Comment sheet for participants
The W-Trans Team will hold a short “host” training prior to the event to review the route and safety reminders with tour hosts. After the tour, the W-Trans Team will review the comments collected on the comment sheets.

The W-Trans Team will prepare a high-level summary of the key takeaways from the two tours to be incorporated into the engagement summary memo (Task 3.10). Input gathered at the workshops will inform the refinement of the strategies and recommendations to be included in the next design phase.

Task 3.6. Presentations to decision-making, Council/advisory bodies, and stakeholder groups The W-Trans Team will revise presentation material prepared for other engagement tasks as needed and be available to present and/or respond to questions for up to three rounds of meetings during Engagement Phases 1, 2 and 3 to decision-making/advisory bodies (e.g., the County BPAC, the Menlo Park Complete Streets Commission, and the Menlo Park City Council) for up to nine meetings total.

The W-Trans Team will also use these presentation materials, or materials prepared for other engagement tasks, to present at or support meetings with up to nine other stakeholder groups. The total number of decision maker and stakeholder meetings may vary depending on project needs and level of effort required for each meeting.

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The W-Trans Team will prepare one presentation template (draft/final) for meetings held during each of the Engagement Phases. County/City staff will be responsible for edits to the presentation between meetings as needed. The W-Trans Team will prepare meeting notes following each meeting.

Task 3.7. Community Engagement Summary Memorandum
In collaboration with County/City staff, Toole Design will prepare a “living document” where key takeaways from each phase of the engagement (one per Phase, total of three memos) will be documented. The document will be high-level and focus on the input that will be incorporated into the next phase of the design work, or the Draft Study. Both County/City staff and W-Trans team members will be able to contribute to the report as various staff will be facilitating events and activities. Once the engagement activities are completed, the document will be incorporated into the Final Study report.

Deliverables:
 3.1: Community Engagement Strategy (draft/final)
 3.2: Development and maintenance of project web page (one round of revisions at each engagement phase)  3.3: Preparation and analysis of two community surveys (paper, mobile app and online)  3.4: Community Workshops (3): presentations and materials, facilitation, workshop summary notes  3.5: Walking tours (2): facilitation and materials, summary notes  3.6: Presentations to Board/Councils/Advisory Bodies/Stakeholder Groups: presentations, attendance, and summary notes (meeting support up to the available budget at the request of County/City)  3.7: Community Engagement Summary Memorandum
Task 4: Existing Conditions
Task 4.1 Data Collection (including bike/ped and traffic counts, collision data, ROW/utilities) The W-Trans Team will compile and summarize existing data and transportation operating conditions for the following:

A. Safety: W-Trans will analyze and summarize the most recent 5-years of SWITRS data in addition to any crash reports provided by County and Menlo Park not reflected in SWITRS. We will map all high crash location intersections and segments, documenting crash participants and crash types/ collision factors.

B. On-Street Parking Restrictions, Right of Way, Utilities, As-Builts, tree locations, GIS files. We will coordinate with County/City staff and local agencies to obtain data that may inform and/or affect design decisions.

Traffic Counts: W-Trans will gather recent intersection and roadway traffic and bicycle/ pedestrian counts from readily available sources (including, if available, vehicle classification, speed, volume, time of day, and number of vehicles). This will help inform the traffic operations discussion during the initial TAC, CAC and community engagement meetings.

Any new traffic counts for each intersection and/or a study period will be conducted after the initial TAC, CAC and community engagement meetings. If County/City staff decide that a change in data collection is warranted then the scope and budget will be augmented via an optional task for additional traffic counts.

Task 4.2 Review relevant plans, policies, and background documents The W-Trans Team will review transportation-related studies and documents to be provided by County/City staff (e.g., San Mateo County Active Transportation Plan, Menlo Park Transportation Master Plan, bicycle and pedestrian plans, safe routes to school maps and recommendations, traffic impact studies, grant applications, programmed improvements, road standards etc.) and briefly summarize the needs, opportunities and recommendations identified in these studies. The purpose of this task is to reconcile the various recommendations, identify any policy or road standard conflicts, and bring the information to a common point in time (2021).

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Task 4.3 Existing Conditions Memorandum
We will prepare an Existing Conditions Memorandum with all the information identified above. One draft will be prepared.

Deliverables:
 4.1: Data collection and analysis
 4.2: Plan, policy and background document review
 4.3: Existing Conditions Memorandum
Task 5: Evaluation Criteria and Street Design Alternatives Development Task 5.1 Develop evaluation criteria
W-Trans will prepare a draft list of performance metrics and prioritization criteria tied to the Study goals approved by the TAC and CAC, to be used to evaluate street design alternatives. The metrics and criteria will include industry standard operational considerations as well as conditions particular to the study area and priorities heard during stakeholder and community outreach. Potential considerations for evaluation criteria, which should tie into the Study goals, can be modified in consultation with the TAC/CAC and County/City staff, may include the following:
 Safety (based on collision data analysis)
 Equity considerations
 Transportation sustainability (promotion of active transportation mobility options)  Green infrastructure
 Drainage, utilities
 Congestion and speed management (reduce cut-through traffic or vehicle delay)  Access to nearby schools and employment centers
 Traffic circulation and on-street parking impacts
 Cost
 Other prioritization criteria to facilitate project ranking and phasing  Weighting of evaluation criteria based on input from the TAC/CAC and community/ stakeholders Task 5.2 Develop Street Design Alternatives
W-Trans will develop three to five street design alternatives for both Coleman Avenue and Ringwood Avenue, including one no-build alternative. The alternatives will be informed by input from the TAC, CAC and other stakeholders as part of the community engagement processes. We will prepare preliminary illustrative layouts (e.g., 10-percent concept plans) and preliminary concept level cost estimates for each alternative.

Task 5.3 Street Design Alternatives Memorandum
W-Trans will prepare a Street Design Alternatives Memorandum describing the process used to determine evaluation criteria, and a description of three to five conceptual alternatives each for Coleman Avenue and Ringwood Avenue with preliminary illustrative layouts and concept level costs. One draft Memo is assumed.

Deliverables:
 5.1: Evaluation Criteria
 5.2: Street Design Alternatives
 5.3: Street Design Alternatives Memorandum
Task 6: Street Design Alternatives Evaluation and Selection Task 6.1 Evaluation of Street Design Alternatives
Using the evaluation criteria developed in Task 5 W-Trans will analyze each alternative and highlight the key benefits, impacts and tradeoffs and choices for each corridor.

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Task 6.2 Selection/Refinement of preferred street design alternatives(s) A preferred street design alternative or alternatives will be selected based on the analysis of the benefits, impacts and tradeoffs of each alternative with input from County/City staff, the TAC and CAC and the community during the engagement process. The goal will be a single preferred street design alternative for each corridor that the TAC and CAC agree upon, which could include a hybrid of alternatives. However, in the event that there is a difference of opinion, there may be a need to refine certain alternatives and/or present more than one alternative to the Board of Supervisors/City Council, with an explanation of pros and cons of each one. County staff have noted that a consensus will be required for the County Board of Supervisors to consider a change to the existing County road standards.

Task 6.3 Street Design Alternatives Evaluation Memorandum A memorandum presenting the analysis of impacts of each defined alternative, the alternatives evaluation process, and the rationale for selection of a preferred alternative will be prepared. One draft Memo is assumed.

Deliverables:
 6.3: Street Design Alternatives Evaluation Memorandum Task 7: Administrative Draft Study, Draft Study
Task 7.1 Administrative Draft Study
We will consolidate the draft memoranda into one comprehensive report, including an executive summary and technical appendices. One Administrative Draft Study is assumed. The draft technical memoranda to be included are:
 Community Engagement Activities and Outcomes Memorandum  Existing Conditions Memorandum
 Street Design Alternatives Memorandum
 Street Design Alternatives Evaluation Memorandum
Task 7.2 Draft Study
W-Trans will incorporate County/City staff and TAC comments on the Administrative Draft Study and prepare a Draft Study. One Draft Study is assumed.

Deliverables:
 7.1: Administrative Draft Study
 7.2: Draft Study
Task 8: Final Study
Task 8.1 Prepare Final Study
W-Trans will incorporate County/City staff and TAC/CAC comments and prepare a Final Study for presentation to the County Board of Supervisors and Menlo Park City Council.

Task 8.2 Board and Council Adoption
W-Trans will present the Final Study to the Board of Supervisors and Menlo Park City Council.

Deliverables:
 8.1: Final Study
 8.2: Presentation for County Board of Supervisors and Menlo Park City Council Page F-4.21
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Task 9: Optional Tasks/Contingency
A contingency reserve should be set aside to address additional work items that may arise over the course of the project. This could include additional meetings that may be requested by the County/City which are outside of the current scope, data collection, alternatives development and analysis, additional public participation and outreach, report drafts, environmental documentation, or other additional items deemed appropriate and as directed by County/City staff. The W-Trans Team will use this budget only with prior written consent from the County/City.

Potential Optional Tasks
The following are potential optional tasks.

Task 3: Public Participation and Outreach
Task 3.0. Translation Services
If additional languages are requested, the time for translation and the initial QAQC can be billed to an optional task.

Task 3.8. Road Show Materials
As an optional task, so that County/City staff can extend the reach of public input beyond what the consultant team can attend, the W-Trans Team will provide “road show” outreach materials to staff that can be used at other events. This way, a similar set of questions can be asked, and input can be collected in the same format. County/City staff anticipates three (3) road show events for each phase of outreach, for a total of nine (9) events. Road show events could also be an opportunity to have CBO-led events.

Examples of road show materials may include the following:
 A one-page Facilitator’s Guide (i.e., key talking points for staff); one version for each round of engagement (3)
 Project information fact sheet (postcard or flyer); one version for each round of engagement (3)  Maps of the corridor / draft alternatives
The draft materials will be reviewed by County/City staff and will be revised based on one set of consolidated comments from County/City staff. County/City staff will be responsible for printing the road show materials and summarizing the input received at road show events. Additional materials can be developed as budget allows. NOTE: consultant team attendance is not anticipated at the road show events.

Task 3.9. Demonstrations (2)
As an optional task, the W-Trans Team will plan two demonstration events to allow local residents and stakeholders to visualize and experience potential changes along Coleman and Ringwood Avenues. We will coordinate with County/City staff on the timing, materials, traffic control needs, and notification requirements for each event. Generally, these events last several hours, with staff on hand to explain the design alternatives and solicit feedback. The demonstration events may possibly be combined with the Road Show events.

Task 3.10. Coordination with Community-Based Organizations As an optional task, the W-Trans Team will provide strategic support to County-led partnerships with Community-Based Organizations on the engagement tasks. Support to County staff can take several forms and can be further defined through the duration of the project. Examples include:
 Guidance on selecting suitable CBO partners, and best practices for CBO partnerships  Providing sample MOUs/ work plans for CBOs
 Providing culturally appropriate materials for CBO use (e.g., fliers, posters, email blasts)  Meeting facilitation with CBOs
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We have assumed that County/City staff will identify the CBOs and be responsible for contracting directly with selected partners. All CBO input on consultant deliverables and materials will be provided directly to County/City staff for review and approval.

Task 3.11. Renderings of concept alternatives
As an optional task, the W-Trans Team will develop up to three (3) illustrative renderings (computer generated) communicating “Before and After” conditions showing all modes of transportations including bicyclists and pedestrians as well as trees and adjacent uses. Renderings can be more effective at helping stakeholders visualize the proposed changes in the actual project context rather than relying on engineering concepts or photo examples from other communities. The renderings will reflect localized demographics and may include students, families, older adults, people in wheelchairs/strollers, and ethnic diversity that is representative of the community.

Optional deliverables:
 3.10: Road show materials: Fact sheets, posters of study area, and facilitators guide (revised for each round of engagement in phases 1-3)
 3.11: Coordination and implementation of demonstration events (2)  3.12: Illustrative project renderings (3)
 3.13: CBO coordination: specific deliverables TBD
Task 4.1 Data Collection (including bike/ped and traffic counts) As an optional task, additional traffic counts may be collected at study intersections to supplement the available data.

Task 5.4 Traffic assessment and modeling
The level of traffic assessment and modeling will depend on the preferred alternatives that are selected for evaluation. As an optional task, W-Trans will analyze the Existing plus Project operation of the selected street design alternatives using Synchro software, which will include near-term approved projects and programmed capital improvements (5-10-year horizon). Only one future horizon year is assumed (near-term Existing plus Project) as design alternatives will be developed to address existing concerns, and therefore the analysis will also need to focus on near-term conditions. Traffic operations, vehicular congestion and safety analysis will be conducted to test the efficacy of potential improvements.

Optional deliverable:
 5.4: Draft Traffic Operations Report for base (Existing Conditions) and horizon (Existing plus Project) years.

Task 6.4 Refined Street Design Alternatives Evaluation Memorandum If requested, traffic analysis of a refined design may be prepared as an optional task.

Optional deliverable:
 6.4: Traffic Operations Report for horizon year (Existing plus Project) of a refined design.

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Schedule
A detailed project schedule will be prepared and presented at the kick-off meeting. In general, the anticipated schedule is as follows:

Coleman and Ringwood Avenues Study
Project Schedule

1. Project Initiation February 2022

2. Community and TAC Meetings March 2022 - March 2023 (approx. quarterly)

3. Public Participation and Outreach at Key Milestones (February 2022– May 2023)

4. Existing Conditions February 2022 - May 2022

5. Analysis and Design Alternatives Development June 2022 – November 2022

6. Alternatives Evaluation and Selection September 2022 - February 2023

7. Admin Draft Study, Draft Study March - May 2023

8. Final Study June - July 2023
Board/City Council Adoption August 2023
Meetings, Website, Project Administration Ongoing
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Exclusions
The scope of services includes only those items that are specifically identified above. Any additional services beyond those identified above, if needed, would be provided on a time and materials basis after receiving written authorization for the extra work.

Thank you for giving us the opportunity to propose on these services. We look forward to working with you on this important project.

Sincerely,
Mark E. Spencer, PE
Senior Principal, Vice President
MES/mes/SMX901-2.P1-7
Enclosure: Fee Estimate by Deliverable
Page F-4.25
Tasks Deliverables
Subtask %
of Task Total
Task/Subtask
Cost
Task 1: Project Initiation and Administration 100% $50,958

1.1 Kick Off Meeting, Draft Study Goals Meeting Notes, Draft Study Goals 6.7% $3,408

1.2 Final Scope of Work, Project Schedule Final Scope of Work and Schedule 5.8% $2,948

1.3 Project Administration Meeting Notes 87.5% $44,602Task 2: Technical and Community Advisory Meetings 100% $44,480 Agendas, Materials, Meeting Notes - TAC and CAC 1Agendas, Materials, Meeting Notes - TAC and CAC 2Agendas, Materials, Meeting Notes - TAC and CAC 3Agendas, Materials, Meeting Notes - TAC and CAC 4Agendas, Materials, Meeting Notes - TAC and CAC 5 Task 3: Identification and Analysis of Existing Conditions 100% $107,794

3.1 Community Engagement Plan Draft and Final Community Engagement Plan 6.3% $6,803 Draft and Final Website Copy & Graphics - Phase 1Draft and Final Website Copy & Graphics - Phase 2Draft and Final Website Copy & Graphics - Phase 3Draft and Final Website Copy & Graphics - Phase 4Draft and Final Survey 1, Summary of commentsDraft and Final Survey 2, Summary of commentsPresentation and Materials, Facilitation, Workshop Summary notes - Workshop 1Presentation and Materials, Facilitation, Workshop Summary notes - Workshop 2Presentation and Materials, Facilitation, Workshop Summary notes - Workshop 3Materials, Facilitation, Summary notes - Tour 1Materials, Facilitation, Summary notes - Tour 2 Completion of Phase I Presentation Material, Facilitation, Meeting Summary Completion of Phase 2 Presentation Material, Facilitation, Meeting Summary notes Completion of Phase 3 Presentation Material, Facilitation, Meeting Summary notes Draft Community Engagement Summary Memo - Phase 1 Draft Community Engagement Summary Memo - Phase 2 Draft Community Engagement Summary Memo - Phase 3 Task 4: Existing Conditions 100% $19,720

4.1 Data collection Data Package consisting of documents and files identified in the scope of work 38.6% $7,6204.2 Review relevant plans, policies, and background docs Plan, Policy and Background Document Table 22.4% $4,420

4.3 Existing Conditions Memorandum Draft Existing Conditions Memo 38.9% $7,680Task 5: Evaluation Criteria and Street Design Alternatives Development 100% $74,980

5.1 Development of Evaluation Criteria Draft and Final Evaluation Criteria 3.9% $2,940

5.2 Development of Street Design Alternatives Draft Street Design Alternatives and Cost Estimates (3-5 alernatives for both Coleman, Ringwood)

84.4% $63,260

5.3 Street Design Alternatives Memorandum Draft Street Design Alternatives Memo 11.7% $8,780 Task 6: Street Design Alternatives Evaluation and Selection 100% $17,700

6.3 Street Design Alternatives Evaluation Memorandum Draft Street Design Alternatives Evaluation and Selection Memo 100% $17,700

11.4% $12,29222.1% $23,85410.5% $11,314

3.5 Walking and Bicycling Tours (2)3.7 Community Engagement Summary Memorandum3.6 Presentations to decision-making, Council/advisory bodies, and stakeholder groups Estimation of Fee Breakdown by Deliverable (for payment of invoices by deliverable)

3.3 Community Surveys (2) Technical and Community Advisory Committee Meetings3.2 Development & maintenance of Study webpage3.4 Interactive Community Workshops (3) 100% $44,480

9.0% $9,724

16.7% $17,95624.0% $25,851
Page F-4.26
Task 7: Administrative Draft Study and Draft Study 100% $29,150

7.1: Administrative Draft Study Administrative Draft Study 65.9% $19,2107.2: Draft Study Draft Study 34.1% $9,940 Task 8: Final Study 100% $16,6308.1: Final Study Final Study 54.7% $9,0908.2: Presentations for County Board of Supervisors and Menlo Park City Council Presentation, Facilitation for County BOS and Menlo Park City Council meetings 45.3% $7,540 Optional Tasks 100% $136,1623.0: Translate materials in a language other than Spanish Translated community engagement materials 3.7% $5,000 Fact sheets, posters and maps, facilitators guide - Phase 1 Fact sheets, posters and maps, facilitators guide - Phase 2Fact sheets, posters and maps, facilitators guide - Phase 3Coordination and implementation of demonstration event - 1Coordination and implementation of demonstration event - 2Materials and meeting facilitation - Phase 1 Materials and meeting facilitation - Phase 2Materials and meeting facilitation - Phase 3

3.11: Illustrative project renderings (3) Project renderings (3) 14.4% $19,6424.1: Data Collection Collect additional traffic counts, beyond what is in Task 4.1 8.5% $11,620

5.4: Draft Traffic Operations Report for base (Existing Conditions) and horizon (Existing plus Project) years Draft Traffic Operations Report for base (Existing Conditions) and horizon (Existing plus Project) years

7.7% $10,500

6.4: Traffic Operations Report for horizon year (Existing plus Project) of a refined design alternative Traffic Operations Report for horizon year (Existing plus Project) of a refined design

2.9% $3,9409.6% $13,036

42.5% $57,866

3.10: CBO coordination: specific deliverables TBD 10.7% $14,5583.8: Road show materials3.9: Coordination and implementation of demonstration events (2) Page F-4.27
County of San Mateo
Inter-Departmental Correspondence
Department: PUBLIC WORKS
File #: 18-988 Board Meeting Date: 10/23/2018
Special Notice / Hearing: None__
Vote Required: Majority
To: Honorable Board of Supervisors
From: James C. Porter, Director of Public Works
Subject: Retention of Consulting Firms for On-Call Engineering Professional Services RECOMMENDATION:

Adopt a resolution authorizing:

A) On-call engineering professional services agreements with: Engineering Design firms: BKF Engineers, Quincy Engineering, and AECOM Technical Services, Inc.; Environmental Study and Document Preparation firms: MIG, Inc., Horizon Water and Environment, and Kimley-Horn and Associates, Inc.; Structural Engineering firms: Quincy Engineering, AECOM Technical Services, Inc., and Biggs Cardosa Associates; Surveying firms: Towill, Inc., BKF Engineers, Ruggeri-Jensen-Azar; Hydraulic and Hydrologic Studies firms: WRECO, Moffatt & Nichol, Schaaf & Wheeler; Geotechnical Engineering firms: Parikh Consultants, Inc., Cal Engineering & Geology, and Alan Kropp & Associates; Traffic Engineering and Analysis firms: Kimley-Horn and Associates, Inc., Hexagon Transportation Consultants, Inc., and W-Trans; Biological Monitoring firms: Avila and Associates Consulting Engineers, Inc., Swaim Biological, Inc., Coast Ridge Ecology, LLC; and Construction Management firms: TRC/Vali Cooper & Associates, AECOM Technical Services, Inc., Park Engineering, Inc., for the term of October 23, 2018 through October 22, 2021, for an aggregate amount of $19,400,000; and B) The Director of Public Works to execute contract amendments to modify the County’s maximum fiscal obligation by no more than $25,000 (in aggregate), and/or modify the contract term and/or services if the modified term of services is/are within the current or revised fiscal provision.

BACKGROUND:

The consultant selection procedures in the County of San Mateo’s Administrative Memorandum B-1 and Contract Handbook were used to select consultants for the On-Call Engineering Professional Services Agreements. The Request for Proposals Process Matrix describing the process and selected firms is attached as Exhibit “A”.

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EXHIBIT B Page F-4.28
DISCUSSION:

On October 20, 2015, your Board adopted Resolution No. 074153, which authorized agreements with consulting firms for on-call engineering professional services for the Department of Public Works for the term of October 23, 2015 through October 22, 2018.

Retaining on-call consultants enables the Department to utilize consultants with specific expertise for certain projects or project components, which may include engineering design, environmental study and document preparation, structural engineering, surveying, hydraulic and hydrologic engineering, geotechnical engineering, traffic engineering and analysis, biological monitoring, and construction management. It is anticipated that roadway, bridge, retaining wall, slide repair, drainage and other miscellaneous facility infrastructure projects may need to be designed and constructed within the next three years. These projects may include repair work required to deteriorated infrastructure or construction of new infrastructure. Additionally, environmental, hydraulic, and geotechnical analysis or studies may be required to complete the design and obtain the necessary environmental clearances and permits to construct the projects.

Proposals were solicited from engineering and environmental firms with expertise in specific categories, as outlined in Exhibit “A”, by e-mail, through advertising in the newspaper, and by posting information to the Department’s website and the County’s Public Purchase website. Department staff reviewed proposals submitted by fifty-two firms. Based on the results of the review, the Department is recommending that the firms listed in Exhibit “A” be retained to provide on-call professional consulting services for the various work categories on an as-needed basis. The consulting service agreements are for maximum amounts ranging from $500,000 to $3,000,000.

Consultants will be selected for specific projects by the Department and Task Orders will be issued to the firms, which will detail the requirements of the projects, including a scope of work and a not-toexceed amount. Fees for individual Task Orders for specific projects or the sum of the fees for the various individual Task Orders, should the firm be assigned to more than one project, will not be greater than the not-to-exceed amount of the agreement. We are also requesting that your Board authorize the Director or Director’s designee to execute contract amendments, which modify the County’s maximum fiscal obligation by no more than $25,000 (in aggregate), and/or modify the contract term and/or services provided the modified term or services is/are within the current or revised fiscal provisions. Any contract amendments above the Director’s authority would be brought to your Board for approval.

County Counsel has reviewed and approved the resolution and agreements as to form.

Approval of this resolution will contribute to the Shared Vision 2025 outcome of a Livable Community by enabling the Department to expedite projects that improve and maintain the integrity of County infrastructure and protect the environment for the benefit of the public.

FISCAL IMPACT:

Each On-Call Professional Service Agreement has a not-to-exceed amount ranging from $500,000 to $3,000,000, depending on the project category and number of firms to be retained for work in that category. Funds to pay for the assigned work will be from the appropriate funding source, which will include the Road Fund.

There is no impact to the General Fund.

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Page F-4.29
Attachment: Exhibit “A”

Page 3 of 3 ends

Page F-4.30
Exhibit “A”
Request for Proposals Process Matrix
On-Call Engineering Professional Services for
Public Works Projects within the County of San Mateo
Construction, Survey, Drafting, Design and Engineering Section County of San Mateo Department of Public Works

1. General Description of
RFP
Provide on-call engineering professional services for Public Works projects in the following work categories:

Category 1 – Engineering Design
Category 2 – Environmental Study and Document Preparation Category 3 – Structural Engineering
Category 4 – Surveying
Category 5 – Hydraulic and Hydrologic Studies
Category 6 – Geotechnical Engineering
Category 7 – Traffic Engineering and Analysis
Category 8 – Biological Monitoring
Category 9 – Construction Management

2. List of key evaluation
criteria
Understanding of scope and contract requirements, firm’s approach, budget/financial controls, quality of experience of firm, quality of experience of key personnel, experience with other public agencies, project management, and schedules/timing.

3. Where advertised Examiner, posted on the Department of Public Works website, and posted on Public Purchase website

4. In addition to any
advertisement, list
others to whom RFP
was sent
E-mailed two hundred and forty-two (242) consulting firms in the Bay Area and California.

5. Total number of RFP’s
sent to prospective
proposers
Two hundred and forty-two (242) consulting firms were emailed with a link to download the RFP from the Public Purchase website.

6. Number of proposals
received
Fifty-two (52) firms submitted proposals. Several firms submitted proposals for multiple categories. A breakdown of the number of proposals submitted for each category of work is listed as follows:

Category 1 – Nine (9)
Category 2 – Eleven (11)
Category 3 – Six (6)
Category 4 – Five (5)
Category 5 – Seven (7)
Category 6 – Seven (7)
Category 7 – Seven (7)
Category 8 – Ten (10)
Category 9 – Ten (10)

7. Who evaluated the
proposals
Representatives from the Department of Public Works
Page F-4.31

8. In alphabetical order,
names of proposers (or
finalists, if applicable)
and work category
recommended for OnCall Services
Firm Name and Address Contract – (Dollar Amount ) in
Category (list all categories)
AECOM Technical Services
100 W. San Fernando Street, Suite
200
San Jose, CA 95113
$3,000,000 in Category 1
Engineering Design,
Category 3 Structural
Engineering, and Category 9
Construction Management
Alan Kropp & Associates
2140 Shattuck Avenue, Suite 910
Berkeley, CA 94704
$500,000 in Category 6
Geotechnical Engineering
Avila and Associates Consulting
Engineers, Inc.
490 Post Street, Suite 1415
San Francisco, CA 94102
$500,000 in Category 8
Biological Monitoring
Biggs Cardosa Associates
865 The Alameda
San Jose, CA 95126
$500,000 in Category 3
Structural Engineering
BKF Engineers
255 Shoreline Drive, Suite 200
Redwood City, CA 94065
$800,000 in Category 1
Engineering Design, and
Category 4 Surveying
Cal Engineering & Geology
23785 Chabot Blvd., Suite 321
Hayward, CA 94545
$500,000 in Category 6
Geotechnical Engineering
Coast Ridge Ecology, LLC
1410 31st Avenue
San Francisco, CA 94122
$500,000 in Category 8
Biological Monitoring
Hexagon Transportation
Consultants, Inc.
4 North Second Street, Suite 400
San Jose, CA 95113
$500,000 in Category 7 Traffic
Engineering and Analysis
Horizon Water and Environment,
LLC
266 Grand Avenue, Suite 210
Oakland, CA 94610
$500,000 in Category 2
Environmental Study and
Document Preparation
Kimley-Horn & Associates, Inc.
100 West San Fernando Street,
Suite 250
San Jose, CA 95113
$800,000 in Category 2
Environmental Study and
Document Preparation, and
Category 7 Traffic Engineering
and Analysis
MIG, Inc.
2635 N 1st Street, #149
San Jose, CA 95134
$500,000 in Category 2
Environmental Study and
Document Preparation
Moffatt & Nichol
2185 N. California Blvd., Suite 500
Walnut Creek, CA 94596
$500,000 in Category 5 Hydraulic
and Hydrologic Engineering
Page F-4.32
Parikh Consultants, Inc.
2360 Qume Drive, Suite A
San Jose, CA 95131
$500,000 in Category 6
Geotechnical Engineering
Park Engineering, Inc.
3960 Adeline Street, #3
Emeryville, CA 94608
$3,000,000 in Category 9
Construction Management
Quincy Engineering
2950 Buskirk Avenue #122
Walnut Creek, CA 94597
$800,000 in Category 1
Engineering Design, and
Category 3 Structural
Engineering
Ruggeri-Jensen-Azar
4690 Chabot Drive, Suite 200
Pleasanton, CA 94588
$500,000 in Category 4
Surveying
Schaaf & Wheeler
1171 Homestead Road, Suite 255
Santa Clara, CA 95050
$500,000 in Category 5 Hydraulic
and Hydrologic Engineering
Swaim Biological, Inc.
4463 First Street #312
Livermore, CA 94551
$500,000 in Category 8
Biological Monitoring
Towill, Inc.
2300 Clayton Road, Suite 1200
Concord, CA 94520
$500,000 in Category 4
Surveying
TRC/Vali Cooper and Associates,
Inc.
1850 Gateway Blvd. Suite 100
Concord, CA 94520
$3,000,000 in Category 9
Construction Management
Wreco
1243 Alpine Road, Suite 108
Walnut Creek, CA 94596
$500,000 in Category 5 Hydraulic
and Hydrologic Engineering
W-Trans
505 17th Street, 2nd Floor
Oakland, CA 94612
$500,000 in Category 7 Traffic
Engineering and Analysis
Total Contract Amount: $19,400,000
Page F-4.33
RESOLUTION NO. 076242 (a-v)

BOARD OF SUPERVISORS, COUNTY OF SAN MATEO, STATE OF CALIFORNIA * * * * * *
RESOLUTION AUTHORIZING: A) ON-CALL ENGINEERING PROFESSIONAL SERVICES AGREEMENTS WITH: ENGINEERING DESIGN FIRMS: BKF ENGINEERS, QUINCY ENGINEERING, AND AECOM TECHNICAL SERVICES, INC.; ENVIRONMENTAL STUDY AND DOCUMENT PREPARATION FIRMS: MIG, INC.,

HORIZON WATER AND ENVIRONMENT, AND KIMLEY-HORN AND ASSOCIATES, INC.; STRUCTURAL ENGINEERING FIRMS: QUINCY ENGINEERING, AECOM TECHNICAL SERVICES, INC., AND BIGGS CARDOSA ASSOCIATES; SURVEYING FIRMS: TOWILL, INC., BKF ENGINEERS, AND RUGGERI-JENSEN-AZAR; HYDRAULIC AND HYDROLOGIC STUDIES FIRMS: WRECO, MOFFATT & NICHOL, AND SCHAAF & WHEELER; GEOTECHNICAL ENGINEERING FIRMS: PARIKH CONSULTANTS, INC., CAL ENGINEERING & GEOLOGY, AND ALAN KROPP & ASSOCIATES; TRAFFIC ENGINEERING AND ANALYSIS FIRMS: KIMLEY-HORN AND ASSOCIATES, INC., HEXAGON TRANSPORTATION CONSULTANTS, INC., AND W-TRANS; BIOLOGICAL MONITORING FIRMS: AVILA AND ASSOCIATES CONSULTING ENGINEERS, INC., SWAIM BIOLOGICAL, INC., COAST RIDGE ECOLOGY LLC; AND CONSTRUCTION MANAGEMENT FIRMS: TRC/VALI COOPER & ASSOCIATES, AECOM TECHNICAL SERVICES, INC., AND PARK ENGINEERING, INC., FOR THE TERM OF OCTOBER 23, 2018 THROUGH OCTOBER 22, 2021, FOR AN AGGREGATE AMOUNT OF $19,400,000; AND B) THE

DIRECTOR OF PUBLIC WORKS TO EXECUTE CONTRACT AMENDMENTS TO MODIFY THE COUNTY’S MAXIMUM FISCAL OBLIGATION BY NO MORE THAN $25,000 (IN AGGREGATE), AND/OR MODIFY THE CONTRACT TERM AND/OR

SERVICES AS LONG AS THE MODIFIED TERM OF SERVICES IS/ARE WITHIN THE

CURRENT OR REVISED FISCAL PROVISION
______________________________________________________________ RESOLVED, by the Board of Supervisors of the County of San Mateo, State of California, that
WHEREAS, the Board of Supervisors of County of San Mateo is authorized to engage the services of professional technical experts; and WHEREAS, the public interest and general welfare will be served by selecting and utilizing consultants for various professional services; and Page F-4.34
WHEREAS, the Board of Supervisors did, on October 20, 2015, adopt Resolution No. 074153, which resolution authorized agreements with consulting firms for on-call engineering professional services for the Department of Public Works for the term of October 20, 2015 through October 19, 2018; and
WHEREAS, the Construction, Survey, Drafting, Design and Engineering Section of the Department of Public Works is interested in executing new On-Call Professional Services agreements for another three-year period; and WHEREAS, the firms of AECOM Technical Services, Inc., Alan Kropp & Associates, Avila and Associates Consulting Engineers, Inc., Biggs Cardosa Associates, BKF Engineers, Cal Engineering & Geology, Coast Ridge Ecology, LLC, Hexagon Transportation Consultants, Inc., Horizon Water and Environment, KimleyHorn and Associates, Inc., MIG, Inc., Moffatt & Nichol, Parikh Consultants, Inc., Park Engineering, Inc., Quincy Engineering, Ruggeri-Jensen-Azar, Schaaf & Wheeler, Swaim Biological, Inc., Towill, Inc., TRC/Vali Cooper & Associates, WRECO, and W-Trans are consultant firms qualified to perform professional services on a variety of projects as may be assigned at a future time by Task Orders issued by the Director of Public Works or his designee; and
WHEREAS, the Director of Public Works has recommended that agreements be entered into with the consultants to perform various professional services to supplement staff as the need arises; and
WHEREAS, this Board has considered and concurs with the recommendation of the Director of Public Works.

Page F-4.35
NOW, THEREFORE, IT IS HEREBY DETERMINED AND ORDERED that the

1. The firms of AECOM Technical Services, Inc., Alan Kropp & Associates, Avila and Associates Consulting Engineers, Inc., Biggs Cardosa Associates, BKF Engineers, Cal Engineering & Geology, Coast Ridge Ecology, LLC, Hexagon Transportation Consultants, Inc., Horizon Water and Environment, Kimley-Horn and Associates, Inc., MIG, Inc., Moffatt & Nichol, Parikh Consultants, Inc., Park Engineering, Inc., Quincy Engineering, Ruggeri-Jensen-Azar, Schaaf & Wheeler, Swaim Biological, Inc., Towill, Inc., TRC/Vali Cooper & Associates, WRECO, and W-Trans be retained to provide professional services under the direction of the Director of Public Works when and if said services are needed as determined by the Director of Public Works.

2. The President of this Board of Supervisors shall be, and is, hereby authorized and directed to execute said Agreements on behalf of County of San Mateo, and the Clerk of the Board shall attest to the President’s signature thereto.

3. Authority is given to the Director of Public Works or designee to execute contract amendments to modify the County’s maximum fiscal obligation by no more than $25,000 (in aggregate), and/or modify the contract term and/or services as long as the modified term of services is/are within the current or revised fiscal provision.
* * * * * *
Page F-4.36
RESOLUTION NUMBER: 076242(a-v)
Regularly passed and adopted this 23
rd day of October, 2018
AYES and in favor of said resolution:

Supervisors: DAVE PINE

DON HORSLEY

WARREN SLOCUM
DAVID J. CANEPA
NOES and against said resolution:

Supervisors: NONE

Absent:

Supervisor: CAROLE GROOM
President, Board of Supervisors
County of San Mateo
State of California
Certificate of Delivery
I certify that a copy of the original resolution filed in the Office of the Clerk of the Board of Supervisors of San Mateo County has been delivered to the President of the Board of Supervisors.

Deputy Clerk of the Board of Supervisors
Page F-4.37
Resolution No. 076242q
23 October
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Template Version Date – August 26, 2016 Page 1

AMENDMENT TO AGREEMENT

BETWEEN THE COUNTY OF SAN MATEO AND W-TRANS
THIS AMENDMENT TO THE AGREEMENT, entered into this 23 day of October, 2018, by and between the COUNTY OF SAN MATEO, hereinafter called "County," and WTrans, hereinafter called "Contractor"; W I T N E S S E T H:

WHEREAS, pursuant to Government Code, Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof;
WHEREAS, the parties entered into an Agreement for services on October 23, 2018; and WHEREAS, the parties wish to amend the Agreement to W-Trans - Contract.

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

1. Section 4 “Term” of the agreement is amended to read as follows:

Subject to compliance with all terms and conditions, the term of this Agreement shall be from October 23, 2018, through October 22, 2023.

DocuSign Envelope ID: 368B3DF4-2D26-4F1B-8C47-807E302720E3 Page F-4.62
Template Version Date – August 26, 2016 Page 2

2. All other terms and conditions of the agreement dated October 23, 2018, between the County and Contractor shall remain in full force and effect.

DocuSign Envelope ID: 368B3DF4-2D26-4F1B-8C47-807E302720E3 Page F-4.63
Template Version Date – August 26, 2016 Page 3
In witness of and in agreement with this Agreement’s terms, the parties, by their duly authorized representatives, affix their respective signatures:

For Contractor: W-TRANS
$docusign:SignHere:ag42:Customer
1 $docusign:DateSigned:ag42:Custo
mer1
$docusign:FullName:ag42:C
ustomer1
Contractor Signature Date Contractor Name (please
print)

COUNTY OF SAN MATEO
By:

Interim Director of Public Works, Department of Public Works Date:

DocuSign Envelope ID: 368B3DF4-2D26-4F1B-8C47-807E302720E3 August 18, 2021 Mark Spencer
8/18/2021 | 11:03 AM PDT
Page F-4.64
Coleman/Ringwood Study Area
Class I Bike Path
Class II Bike Lane
Class III Bike Route
Class IV Separated Bikeway
Bike Crossing
Caltrain Station
Railroad
Parks
Schools
0 0.25 0.5 1
Mile

SAND HILL RD

SANTA CRUZ AVE

ALPINE RD

VALPARAISO AVE

SANTA CRUZ AVE

MIDDLEFIELD AVE

WILLOW RD

ALMA ST

RAVENSWOOD AVE

OAK GROVE AVE

ENCINAL AVE

RINGWOOD AVE
BAY RD

WILLOW RD

UNIVERSITY AVE

CONSTITUTION DR

BAYFRONT EXPWY

COLEMAN AVE
Study Area

RINGWOOD AVE

MIDDLEFIELD AVE

COLEMAN AVE

WILLOW RD

OAK GROVE AVE
BAY RD
ATTACHMENT B Page F-4.65
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:

Staff Report Number:

Public Hearing:
1/11/2022
22-008-CC
Public hearing regarding the adoption of Resolution
No. 6693 adopting required findings and authorizing
city to execute an energy services contract
pursuant to Government Code section 4217 and
authorizing the city manager to execute an
agreement with ENGIE Services US Inc. to design,
construct, operate, and maintain clean energy
infrastructure for the Menlo Park Community
Campus project in an amount not to exceed $5.72
million to design and construct the clean energy
infrastructure; and appropriate $5.72 million from
the assigned and unassigned funds in the general
fund for the project; and finding the project exempt
from the California Environmental Quality Act
Guidelines
Recommendation
Staff recommends that the City Council consider and approve Resolution No. 6693 (Attachment A):

1. Adopting required findings and authorizing the city manager to execute an agreement with ENGIE Services US Inc. to design, construct, operate, and maintain clean energy infrastructure consisting of a solar plus battery storage microgrid, a solar photovoltaic thermal pool heating system, and 27 electric vehicle (EV) charging capable spaces for the Menlo Park Community Campus (MPCC) project in an amount not to exceed $5.72 million (inclusive of nine percent contingency of $470,178) for the design and construction aspects of the clean energy infrastructure; and

2. Appropriating $3.22 million from the unassigned fund balance and $2.5 million from the economic stabilization assigned fund balance in the general fund for the design and construction aspects of this project; and

3. Finding the project exempt from the California Environmental Quality Act (CEQA) Guidelines.

Procedure

1. Open the public hearing

2. Confirm required public notice by law (Attachment B)

3. Confirm written comments/protests with the city clerk

4. Receive staff presentation

5. Receive public comment

6. Move to close the public hearing

7. Move to act on the recommendation
AGENDA ITEM G-1 Page G-1.1
Staff Report #: 22-008-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org Policy Issues
Installing renewable electric power on city facilities is consistent with 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.

Government Code Section 4217.10 et seq. authorizes a public agency to forego its standard low-bid public procurement processes to implement turn-key water and energy services projects when the public agency finds such a procurement method to be in its best interest. The Government Code further authorizes a public agency to enter into an energy service contract on terms that its governing body determines are in the best interests of the public agency if the determination is made at a regularly scheduled public hearing, public notice of which is given at least two weeks in advance that the anticipated cost to the agency for the energy services project will be less than the anticipated marginal cost to the agency of electrical energy that would have been consumed by the agency in the absence of the energy services contract.

Background
The MPCC clean energy infrastructure project would install a solar plus battery storage microgrid (microgrid), solar thermal pool heating to reduce energy loads, and 27 on-site electric vehicle charging spaces in a neighborhood where tenants living in multifamily units are unlikely to have adequate access to at-home EV charging.

According to an article published on Microgrid Knowledge by Elisa Wood 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 (e.g., PG&E.) This islanding capability allows microgrids to supply power to buildings when a storm or other outage occurs on the power grid. A microgrid controller is also used that intelligently manages energy so that maximum savings and reliably can be achieved.

The MPCC clean energy infrastructure has been discussed by the City Council over the last few years with the most recent activity occurring December 7 2021 where a public hearing was held to make the necessary findings to consider awarding an energy services agreement to ENGIE to install the clean energy infrastructure at the MPCC. Advanced notice of the public hearing was properly published in the Examiner November 19 2021.

At the conclusion of the public hearing, the City Council took action to find that the project and preliminary draft version of energy services agreement with ENGIE met the requirements of Government Code Section 4217.10, anticipating the project contemplated by the energy service agreement would result in energy savings compared to using power from the standard grid (e.g., Peninsula Clean Energy or PG&E.) However, there were several elements of the draft agreement still under review and negotiation. The City Council directed staff to return with a finalized fully negotiated agreement at the next available City Council meeting.

Although another public hearing was not required at the time, staff and the city’s energy consultants, Page G-1.2
Staff Report #: 22-008-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org Optony, have continued to pursue the greatest clarity and security possible regarding anticipated savings from the microgrid and solar thermal pool heating at the MPCC resulting in changes since the previous microgrid presentation December 7, 2021. Thus, holding another public hearing is in the best interest of the city. Public notice was published in the Examiner December 19, 2021 in both English and Spanish (Attachment B.) In addition, the public hearing was also included in the City Council’s weekly digest the week of December 27, 2021.

The final terms of the agreement are included in Attachment A, Exhibit 1. If approved, the total cost for the clean infrastructure project is not to exceed $5.72 million inclusive of a 9 percent contingency ($470,178.) Contingency may be used for remaining design elements for the carports and other unforeseen/immeasurable circumstances deemed reasonable and approved by the city.

Project schedule and review process
The desire for incorporating resilient clean energy infrastructure into the project began when the City Council adopted the resolution of intent to pursue the project in January 2020. More detailed aspects were discussed a little over a year ago, and are tracked on the city’s webpage for the MPCC project (Attachment D.) Below is a summary of City Council direction provided to date regarding the clean infrastructure package.

Table 1: Summary of City Council direction
Meeting date Agenda title summary Summary action or direction provided January 28, 2020
Resolution of intent for the construction of a
new community center and library in the
Belle Haven neighborhood
Directed staff to evaluate and propose specific
environmental, sustainability, and resiliency
goals for the project.

October 13, 2020
Consider which city requested work to
accompany Meta’s (formerly Facebook)
offer to rebuild community facilities located
at 100-110 Terminal Avenue.

This included additional sustainability aspects,
such as solar power, battery storage, LEED
achievement goals. The City Council directed
that these aspects be pursued and would be
funded by the city (not Meta.)
November 11,
2020
Consider the funding options for the city
requested work to accompany Meta’s offer
to rebuild community facilities located at
100-110 Terminal Avenue and the plan for
interim services during construction
Directed to pursue funding options for the clean
energy infrastructure.

January 12, 2021 Consideration of the final approvals for the Menlo Park Community Campus project
Move forward with procuring clean energy
infrastructure. Staff and the city’s consultant
Optony Inc. coordinated the procurement
process between February and August 2021.

October 12, 2021
Provide direction on purchasing options for
renewable microgrid, electric vehicle
charging, and solar thermal pool heating for
the Menlo Park Community Campus project.

Negotiate and pursue a direct purchase contract
for the clean energy package (microgrid, EV
charging and solar thermal pool heating) for the
MPCC project.

December 7, 2021
Public hearing was held to make necessary
findings to consider awarding an energy
services agreement to ENGIE.

While the City Council did make the necessary
findings regarding energy savings, it was
requested that a fully negotiated contract be
presented for approval at the next available
meeting.

Page G-1.3
Staff Report #: 22-008-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org Analysis
The remaining terms of the agreement finalized in Attachment A, Exhibit 1 include service response times, performance guarantee provisions, terminology between production and savings, and insurance and indemnification and bonding requirements.

Anticipated savings finding
It is important to note that the electric vehicle charging stations were not included in the calculation of anticipated savings requirements under Government Code Section 4217.10 et seq. as the electric vehicle charging stations would be in operation with or without the microgrid. The charging stations were included in the procurement project process for efficiency. ENGIE’s bid for EV charging was in the midrange between other bidders, and staff recommended that the city pursue procurement of EV charging on its own in October 2021 to access incentives from Peninsula Clean Energy (PCE.) However, ENGIE has reduced its costs from original bidding pricing (from approximately to $450,094 to $347,683) prompting staff to recommend that ENGIE procure the EV chargers instead of the city. ENGIE will work to access any available incentives and discounts as part of the agreement.

The current financial forecast includes clarifications and addresses City Council concerns for increased savings guaranties from the December 7, 2021 meeting.

To respond to uncertainty regarding future performance of the microgrid and solar thermal pool heating, the current contract from ENGIE now provides a yearly performance guaranty payment to the City for each year that the system fails to deliver at least 90 percent of the expected savings. Although the inclusion of the performance guaranty has resulted in an increase to the on-going costs and has reduced savings from the previous staff report December 7 2021, it provides an increased level of certainty regarding the performance of the system.

In a worst-case scenario of the microgrid and solar thermal pool heating failing to deliver at least 90 percent of expected savings, the City would rely solely on the guarantied savings payments from Engie over years 1 through 20. The savings in this worst-case scenario after recovering all construction and operating costs are estimated at year 20 between $0.65M and $0.14M depending on the use of contingency. The contract was also further negotiated to provide monthly rebates to the City for any period in which multiple EV charging stations are not operating.

Although, there are increased cost associated with these guaranties, the current savings estimates include a more complete itemization of additional avoided costs for the diesel generator and future air-source pool heat pump replacement. Regardless of these revisions, the estimated payback period for the microgrid and solar thermal pool heating remains between 17 and 18 years, similar to the previous presentations of 16 to 18 years. The total savings after recovering purchase cost is now estimated as shown in the table below.

Table 2: Estimated project savings for the renewable microgrid and solar thermal pool heating system Year No contingency spend (millions) Full contingency spend (millions) 20 year savings $1.61 M $1.10 M
25 year savings $3.38 M $2.87 M
30 year savings $5.78 M $5.27 M
Page G-1.4
Staff Report #: 22-008-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org For the purposes of evaluating projected savings over the life of the project, the following variables and methods were used:
• The system would perform as provided in the product specifications and design at 100 percent. This differs from the performance guarantee offering the city up to 90 percent of savings if the system does not perform as anticipated.
• Avoided costs for the back-up diesel generator and air-source pool heat pump replacement were added to the analysis since the December 7 meeting. The solar thermal pool heating provides a reduction in electrical needs resulting in less use of the heat pumps, reducing the costs of replacement timeframes and maintenance by $500K.
• Because the facility has not been constructed, the payback was estimated using an hourly base building electrical load simulated by the MPCC electrical engineering design team, and a microgrid operation simulation validated by city’s energy consultant, Optony. This was provided to all bidders in the request for proposals’ documentation.
• Saving projections include the annual maintenance and measurement and verification services for 20 years starting at $62,348 (reduced from December 7 meeting) with an escalation rate of 3 percent per year, and is assumed that the city could either continue with ENGIE or another contractor to maintain the system or provide the maintenance itself beyond 20 years. Note that EV charging is excluded as there is no savings projected with or without the microgrid, and cost will be recouped through user fees. • Financial forecasts of this length are based on long-term trends in utility energy costs and the lifetime of some components may be called into question when looking at savings beyond 20 years, however the core energy product of this microgrid is the solar electric panels, which are warrantied for 25 years. The solar thermal panels are solid metal and are likely to last 30 years without any degradation. It is anticipated that the equipment can continue to work beyond their warranty life to continue to provide some savings to the city before having to be replaced or removed. • The forecast uses a low-moderate to weighted average energy charge escalation of 4.5 percent, therefore the savings achieved may be higher than anticipated. The savings forecast is dependent on a future trend in utility energy prices, in particular the escalation of demand charges. Although energy rates escalation are often given in the range of 3 percent, historical increases for the expected demand rate at MPCC (using PG&E's B10/A10 commercial rate) have experienced a compounding yearly increase between approximately 5.7 percent - 9.5 percent."
• The savings assume the use of California Self Generation Incentive Program (SGIP) at $226,625 and $235,199 from Renewable Energy Certificates (REC) sales. The REC sales value was updated to reflect current trends.

Attachment C includes details on how the projected savings were calculated by ENGIE and analyzed for final determination on anticipated savings by the City’s energy consultant, Optony Inc.

Attachment E provides an overview of questions and answers regarding this project that may be helpful for understanding project costs, benefits, number of EV charging spaces, and impacts of not approving the project.

Impact on City Resources
Attachment A authorizes appropriation and associated budget amendment transfers to purchase the clean energy infrastructure for the MPCC project. It is important to note that the ongoing maintenance, measurement and verification services for the clean energy infrastructure will be budgeted on an annual Page G-1.5
Staff Report #: 22-008-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 www.menlopark.org basis, and is not part of the $5.72 million appropriation. However, the maintenance and measurement and verification services are accounted for in the saving projections to determine if the city will experience overall savings compared to a business as usual approach using the power grid.

The action transfers $5.72 million from the general fund’s unassigned fund balance (fund 100) to the MPCC fund (fund 304.) As of June 30, 2021, the City’s independent auditor has preliminarily confirmed the City's unassigned fund balance as $7.41 million. On December 14, 2021, the City Council adopted budget amendments appropriating $1.457 million resulting in a remaining unassigned fund balance of $5.953 million in the general fund to support this project. Alternatively, City Council may fund the project using $24.3 million in general fund assigned reserve accounts for emergency contingency ($10.3 million) or economic stabilization ($14.0 million.) Additional work on the 2020-21 Annual Comprehensive Financial Report (ACFR) is needed which is likely to affect the unassigned fund balance. As such, the City Council may wish to consider using a portion of the assigned fund balance, namely $2.5 million from the economic stabilization, at this time for this project and replenish the reserve accounts at a later date.

The current contract with Optony does cover some project management, but additional assistance will be needed to support staff and the city in navigating the first renewable microgrid project at a city facility. At an upcoming meeting, staff will be bringing forward a master agreement to provide on-call support for this multiyear project by Optony as well as to support other climate action plan related items to strategy No.5 (eliminate fossil fuels from city operations.)
Environmental Review
On January 12 2021, the City Council found demolition and building of the MPCC project categorically exempt pursuant to the CEQA Guidelines Section 15302 replacement of existing facilities. These findings are also being considered for adoption in Attachment A.

Public Notice
Public notification was achieved by posting the agenda, with the agenda items being listed, at least 72 hours prior to the meeting. Public notice was published in the Examiner December 19, 2021 in both English and Spanish (Attachment B.) In addition, the public hearing was also included in the City Council’s weekly digest the week of December 27, 2021, and the City sent electronic notices via Nextdoor, Facebook and directly to Project email and text update subscribers from the MPCC Project page (Attachment D.)
Attachments
A. Resolution No. 6693 that includes final contract agreement with ENGIE B. Copy of public notice confirmation
C. Anticipated savings datasheets
D. Hyperlink – project page: menlopark.org/communitycampus E. Microgrid frequently asked questions
F. Illustrative site plan
Report prepared by:

Rebecca Lucky, Sustainability Manager
Page G-1.6
Staff Report #: 22-008-CC

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

Justin Murphy, Deputy City Manager
Page G-1.7
RESOLUTION NO. 6693

RESOLUTION OF THE CITY COUNCIL OF CITY OF MENLO PARK ADOPTING

REQUIRED FINDINGS AND AUTHORIZING CITY TO EXECUTE AN ENERGY SERVICES CONTRACT PURSUANT TO GOVERNMENT CODE SECTION 4217

AND AUTHORIZING THE CITY MANAGER TO EXECUTE A FINAL
AGREEMENT WITH ENGIE SERVICES US INC. TO DESIGN, CONSTRUCT,

OPERATE, AND MAINTAIN CLEAN ENERGY INFRASTRUCTURE FOR THE

MENLO PARK COMMUNITY CAMPUS PROJECT IN AN AMOUNT NOT TO EXCEED $5.72 MILLION FOR PROCURING AND INSTALLING CLEAN INFRASTRUCTURE EQUIPMENT AND APPROPRIATE $5.72 MILLION FROM

THE ASSIGNED AND UNASSIGNED FUNDS IN THE GENERAL FUND FOR THE PROCUREMENT AND INSTALLATION OF CLEAN INFRASTRUCTURE;

AND FINDING THE ACTION EXEMPT FROM THE CALIFORNIA

ENVIRONMENTAL QUALITY ACT GUIDELINES
WHEREAS, the City Council has declared a climate emergency that demands accelerated action to address the climate crisis (Resolution No. 6535); and WHEREAS, it is the policy of the State of California and the intent of the State Legislature to promote all feasible means of energy conservation and all feasible uses of alternative energy supply sources; and
WHEREAS, California Government Code Sections 4217.10 to 4217.18, authorize the City Council to enter into an Energy Services Agreement (Exhibit A) for the implementation of energy related improvements if the City Council finds that it is in the best interest of the City to enter into such Energy Service Agreement and that the anticipated cost to the City for thermal or electrical energy or conservation services provided by ENGIE Services US Inc. under the agreement 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 absent of those purchases; and WHEREAS, the City of Menlo Park desires to avoid increasing greenhouse gas emissions related to building energy use (natural gas consumption) and utilize renewable, resilient energy to meet the needs of its facilities in a fiscally responsible manner; and WHEREAS, the City Manager will execute an agreement in Exhibit A and one or more amendments within the approval parameters provided in this Resolution to the proposed Energy Service Agreement (Exhibit A) by and between the City and ENGIE Services US Inc. as necessary to complete the design, construction, operation, and maintenance of a solar photovoltaic battery microgrid, solar photovoltaic thermal system (pool heating), and electric vehicle charging stations at the Menlo Park Community Campus project in an amount not to exceed $5.72 million for the design and construction aspects of this project inclusive of a nine percent contingency ($0.47 million); and
WHEREAS, as of June 30, 2021, the city’s independent auditor has preliminarily confirmed that the city maintains a sufficient unassigned fund balance of $7.41 million and assigned fund balance of $14.3 million to cover the costs of the project.

ATTACHMENT A Page G-1.8
WHEREAS, the cost to the City for such thermal or electrical energy or conservation services provided under the proposed Energy Services Agreement in Exhibit A 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 the implementation of the improvements under the Energy Services Agreement; and
WHEREAS, the Menlo Park Community Campus project is a “Project” for purposes of the California Environmental Quality Act (CEQA); and
WHEREAS, the Guidelines for CEQA, California Code of Regulations Title 14, Chapter 13, exempt certain projects from further CEQA evaluation; and WHEREAS, the City has reviewed the Menlo Park Community Campus project and has determined that it is exempt from the provisions of CEQA pursuant to the State CEQA Guidelines and that no exceptions to the exemption apply.

NOW, THEREFORE, the Menlo Park City Council finds and adopts the following:

1. Per California Government Code section 4217.10 to 4217.18, all of the recitals set forth above are true and correct.

2. The terms of the Energy Services Agreement in the form presented at this meeting and in Exhibit A are in the best interest of the City.

3. In accordance with California Government Code section 4217.10 to 4217.18, and based on the data provided by the Analysis, the anticipated costs to the city for electrical energy services provided by the Project will be less than the anticipated marginal cost to the city of electrical and other energy that would have been consumed by the City in absence of the Project.

4. Approves, authorizes and directs the City Manager to execute an Energy Services Agreement in Exhibit A with ENGIE Services US Inc. for the design, construction, operation, and maintenance of a solar photovoltaic battery microgrid, solar photovoltaic thermal system (pool heating), and electric vehicle charging at the Menlo Park Community Campus project as defined by the Energy Services Agreement, and appropriate a total of $5.72 million comprised of $3.22 million from the unassigned fund balance and $2.5 million from the assigned economic stabilization fund in the General Fund to fund the design and construction aspects of this project inclusive of a nine percent contingency ($0.47 million).

5. The Menlo Park Community Campus project is exempt from the requirements of CEQA exempt under Section 15302 as a California Environmental Quality Act Class 2 (Replacement or Reconstruction) as the Menlo Park Community Campus project consolidates the senior center, youth center, community center, and library facilities which previously existed as separate buildings on or near the project site, into a single building, including construction of a new pool to replace the existing pool to serve substantially the same purpose. The consolidation would increase the gross floor area by approximately 8.8 percent resulting primarily from interior circulation necessary to connect the facilities and allows the project to meet LEED certification and other green building standards and strategies not incorporated into the existing facilities
Resolution No. 6693

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6. The City Manager, or their designee, is hereby authorized and directed to execute the agreement in Exhibit A and such amendments/change orders as are reasonably deemed necessary within the approval parameters provided in this Resolution to the Energy Services Agreement following the City Council’s adoption of this Resolution. The City Manager is further authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and to do or cause to be done any and all other acts and things necessary or proper for carrying out this Resolution and said agreements.

7. The Resolution shall take effect immediately upon its passage.

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
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Rev. Date: 12/22/21 Page 1 of 54 ESC – CA Public
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DIR Project Registration # _ _ _ _ _ _
ENGIE Services Project #: CN-001192
ENGIE Services Contract # R 3558

ENERGY SERVICES CONTRACT
DRAFT DATED 23 December 2021
This ENERGY SERVICES CONTRACT (this “Contract”) is made and entered into as of the date of execution by all parties (the “Contract Effective Date”) by and between ENGIE Services U.S. Inc., a Delaware corporation, with California State Contractor’s License Number 995037 (“ENGIE Services U.S.”), and City of Menlo Park (“Menlo Park” and together with ENGIE Services U.S. the “Parties” and each of Menlo Park and ENGIE Services U.S. a “Party”).

CONTRACT RECITALS
WHEREAS, Menlo Park owns and/or operates certain public facilities specifically described in Attachment A (the “Facilities”) and Menlo Park wishes to reduce the Facilities’ energy consumption and costs and improve the Facilities’ energy quality and reliability; and
WHEREAS, ENGIE Services U.S. is a full-service energy services company with the technical capabilities to provide services to Menlo Park including identifying supply-side and/or demand-side energy conservation measures (“ECMs”), engineering, procurement, construction management, installation, construction and training; and WHEREAS, in its Request for Proposal response submitted on May 25, 2021, ENGIE Services U.S. identified energy and operational savings opportunities at Menlo Park’s Facilities together with program costs to implement the recommended ECMs and presented an overall potential energy cost and consumption savings for implementing the ECM recommendations (“Recommendations”); and
WHEREAS, ENGIE Services U.S. delivered the Recommendations, on an arms’ length basis, to designated personnel of Menlo Park; and
WHEREAS, Menlo Park has accepted the recommended ECMs and determined that the anticipated cost to Menlo Park to implement the recommended ECMs will be less than the anticipated cost to Menlo Park for thermal, electrical, and other energy, together with anticipated operational, maintenance and other costs, that would have been consumed by Menlo Park in the absence of the recommended ECMs in compliance with California Government Code §§4217.10 through 4217.18; and
WHEREAS, pursuant to California Government Code §4217.12, Menlo Park held two regularly scheduled public hearings on December 7, 2021 and January 11, 2022, with two weeks advance public notice provided for each meeting regarding this Contract and its subject matter, and
WHEREAS, Menlo Park has determined that entering into this energy services contract to implement the ECM recommendations is in the best interests of Menlo Park and that California Government Code §4217.10 et seq. authorizes Menlo Park to enter into such an agreement; and WHEREAS, by adoption of Resolution No. _______ at the January 11, 2022 meeting, Menlo Park approved this Contract and authorized its execution.

NOW, THEREFORE, Menlo Park and ENGIE Services U.S. hereby agree as follows:

ARTICLE 1. DEFINITIONS
For purposes of this Contract and its Attachments, defined terms will have the following meanings:
“Abnormally Severe Weather Conditions” means typhoons, hurricanes, tornadoes, lightning storms and other climatic and weather conditions that are abnormally severe for the period of time when, and the area where, such storms or conditions occur, in each case occurring at a property, the access roads to a property, or any other location where Work or Professional Services are then being performed. The term “Abnormally Severe Weather Conditions” specifically includes rain, snow or sleet in excess of one hundred fifty percent (150%) of the median level over the preceding ten (10) year period for the local geographic area and time of year in which such rain, snow or sleet accumulates.
“Act” is defined in ARTICLE 15.
“Affiliate” means any Person that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means EXHIBIT A Resolution No. 6693

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the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; ownership of fifty percent (50%) or more of the voting securities of another Person creates a rebuttable presumption that such Person controls such other Person. “Applicable Law” means any applicable statute, law, treaty, building code, rule, regulation, ordinance, code, enactment, injunction, writ, order, decision, authorization, judgment, decree, protocol, procedure or other legal or regulatory determination or restriction by a court or Governmental Authority of competent jurisdiction, as may be in effect at the time the Work or Professional Services are undertaken. “Applicable Permits” means all permits, approvals, inspections and certifications required to be issued by any Governmental Authority in connection with the Professional Services or the design, construction, installation and start-up of the Work as of the Contract Effective Date including without limitation obtaining authorization from the local utility provider to connect the solar installation to the local distribution grid. “Application for Payment” means a monthly progress payment as described in Section 8.01 or an invoice for materials stored off-site as described in Section 8.02. “Arbitral Panel” is defined in Section 19.04(ii).
“Arbitration Rules” is defined in Section 19.04(ii).
“Attachment” means the following attachments to this Contract, each of which is an “Attachment:” Attachment A Facilities
Attachment B Preliminary Project Schedule
Attachment C Scope of Work
Attachment D Monitoring Installation Scope of Work
Attachment E Measurement and Verification Services
Attachment F Maintenance Services
Attachment G EV Charging Support Services
“Beneficial Use” means when major new equipment and systems included in the Scope of Work are properly installed, inspected, operational, and are capable of being used for their intended purpose. Criteria for Beneficial Use of equipment / systems will be established as defined in Attachment C. “Business Day” means any calendar day other than a Saturday, a Sunday or a calendar day on which banking institutions in San Francisco, California, are authorized or obligated by law or executive order to be closed. “CEQA” means the California Environmental Quality Act, codified at California Public Resource Code § 21000 et seq., and the applicable state and local guidelines promulgated thereunder. “Certificate of Beneficial Use” means the certificate, issued by ENGIE Services U.S. to Menlo Park and subcontractor(s), which identifies when Menlo Park took Beneficial Use of the Work or any portion thereof. A Certificate of Beneficial Use may be executed for an individual subcontract, a specific building, a portion of the Work, or the entire Work.
“Certificate of Final Completion” means the certificate issued by ENGIE Services U.S. to Menlo Park, in accordance with Section 6.03. A Certificate of Final Completion may be executed for an individual subcontract, a specific building, a portion of the Work, or the entire Work. “Certificate of Substantial Completion” means the certificate issued by ENGIE Services U.S. to Menlo Park, in accordance with Section 6.02. A Certificate of Substantial Completion may be executed for an individual subcontract, a specific building, a portion of the Work, or the entire Work. “Change” means any addition to, deletion from, suspension of, or other modification to the quality, function, or intent of the Work or Professional Services.
“Change in Law” means any of the following events or circumstances occurring after the Contract Effective Date:
(i) an amendment, modification, interpretation, construction, enforcement standard, supplement or other change in or repeal of an existing Applicable Law; or (ii) an enactment or making of a new Applicable Law (excluding a change in any income or franchise tax law, worker’s compensation, payroll or withholding tax law). “Change Order” means a written document, signed by both ENGIE Services U.S. and Menlo Park, authorizing ENGIE Services U.S. to perform a Change. The Change Order modifies the Scope of Work and should identify: (i) the applicable Change; (ii) any additional compensation to be paid to ENGIE Services U.S. to perform such Change; and (iii) any extension of time to complete the Project.

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“Construction” means any and all Work to be performed that involves construction, alteration, repair, installation or removal of equipment, addition to, subtraction from, improving, moving, wrecking or demolishing any building, parking facility, excavation, or other structure or improvement, or any part thereof. “Construction Documents” means the final designs, drawings, specifications and submittals that are used for Construction, including without limitation Menlo Park’s Agreement Forms, General Provisions and Special Provisions to the extent they are not inconsistent with this Contract, and any Change Orders affecting those documents, that describe the technical requirements for the installation of all the materials and equipment pursuant to this Contract. “Construction Period” means the period beginning with the first day of the month in which material or equipment is first installed at the Facilities and continuing until the M&V Commencement Date. “Contract” is defined in the Preamble, and includes all Attachments hereto (all of which are incorporated herein by this reference), as well as all Change Orders, amendments, restatements, supplements and other modifications hereto.
“Contract Amount” means a fixed price, lump sum of Five Million Two Hundred Eight Thousand Nine Hundred Twenty-Nine Dollars ($5,208,929), which is exclusive of any fees for Professional Services. Compensation for the Professional Services shall be fixed annual fees as set forth in the applicable Attachment. “Contract Bonds” is defined in Section 12.02.
“Contract Effective Date” is defined in the Preamble.
“Delay” means any circumstances involving delay, disruption, hindrance or interference affecting the time of performance of the Work or the Professional Services.
“Dispute” is defined in Section 19.02.
“ECM” is defined in the Recitals.
“Energy Delivery Point” means, for each Generating Facility, the point at which Utility meter energy is being delivered, as designated in the Interconnection Agreement. “Energy Usage Data” is defined in Section 2.05.
“ENGIE Services U.S.” is defined in the Preamble.
“ENGIE Services U.S. Warranty” is defined in Section 9.01. “EV Charging Support Services” are defined in Attachment G. “Event of Default” is defined in ARTICLE 16.
“Excusable Event” means an act, event, occurrence, condition or cause beyond the control of ENGIE Services U.S., including, but not limited to, the following: (i) any act or failure to act of, or other Delay caused by any Menlo Park Person; (ii) the failure to obtain, or delay in obtaining, any Interconnection Agreement, Applicable Permit, or approval of a Governmental Authority (including due to failure to make timely inspection), or Delays caused by Changes and/or modifications to the Scope of Work required by a Governmental Authority, other than a failure caused by the action or inaction of ENGIE Services U.S.; (iii) changes in the design, scope or schedule of the Work required by any Governmental Authority or Menlo Park Person; (iv) undisclosed or unforeseen conditions encountered at the Project Location, including discovery or existence of Hazardous Substances; (v) the failure to obtain, or delay in obtaining, approval of any Governmental Authority for design and installation of any portion of the Work, including any further or subsequent approval required with respect to any Change, other than a failure caused by the action or inaction of ENGIE Services U.S.; (vi) information provided to ENGIE Services U.S. by any Menlo Park Person or Utility is later found to be inaccurate or incomplete; (vii) any Change in Law; (ix) acts of God; (x) acts of the public enemy or terrorist acts; (xi) relocation or construction of transmission facilities or the shutdown of such facilities for the purpose of necessary repairs; (xii) work by Utility; (xiii) flood, earthquake, tornado, storm, fire, explosions, lightning, landslide or similar cataclysmic occurrence; (xiv) sabotage, vandalism, riots or civil disobedience; (xv) labor disputes or strikes; (xvi) labor or material shortages not caused by COVID-19, supply chain disruptions not caused by COVID-19 (labor or material shortages and supply chain disruptions attributable to COVID-19 may result in a non-compensable time extension upon presentation of adequate proof of causation, but will not otherwise constitute an Excusable Event), delay in manufacturing and deliveries of equipment; (xvii) Abnormally Severe Weather Conditions; (xviii) an annual level of direct beam solar resource availability that is less than or equal to 90% of historical averages as measured by long-term weather data (minimum 5 years) collected at the applicable Facility and/or other reliable calibrated and appropriate weather station representative of such Facility; (xix) requirement by Utility that any Generating Facility discontinue operation; (xx) any action by a Governmental Authority that prevents or inhibits the Parties from carrying out their respective obligations under this Contract (including an unstayed order of a court or administrative agency having the effect of subjecting the sales of energy output to federal or state regulation of prices and/or services); (xxi) any Utility power outage at a Facility; or Resolution No. 6693

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(xxii) regional epidemic or global pandemic with the exception of COVID-19 and other epidemics known at the time of this Agreement.
“Facilities” is defined in the Recitals.
“Final Completion” means the stage in the progress of the Work at which the Construction Work as identified in the Scope of Work, or a designated portion thereof, has been completed and commissioned, including completion of all Punch List items, completion of all required training, and delivery to Menlo Park of the final documentation (as-built drawings, operation and maintenance manuals, warranty documentation and final submittals). “Generating Facility” means each of the photovoltaic, solar powered generating facilities located at the sites listed in Attachment E, and includes all associated photovoltaic panels, mounting assemblies, inverters, converters, metering, lighting fixtures, transformers, ballasts, disconnects, combiners, switches, wires and other equipment that may be necessary to connect the Generating Facility to the applicable Energy Delivery Point. “Governmental Authority” means any federal, state, regional, town, county, city, municipal or local government agency, department or regulatory body having jurisdiction under Applicable Law over the matter in question. “Hazardous Substances” means (i) any hazardous, toxic, or dangerous wastes, substances, chemicals, constituents, contaminants, pollutants, and materials and any other carcinogenic, liquids, corrosive, ignitable, radioactive, reactive, toxic, or otherwise hazardous substances or mixtures (whether solids, liquids, gases) now or at any time subject to regulation, control, remediation, or otherwise addressed under Applicable Laws; (ii) any “hazardous substance” as defined by the Resource, Conservation and Recovery Act of 1976 (42 U.S.C. §6901 et seq.), as amended, and regulations promulgated thereunder; (iii) any “hazardous, toxic or dangerous waste, substance or material” specifically defined as such in 42 U.S.C. §9601 et seq.), as amended and regulations promulgated thereunder; and (iv) any hazardous, toxic or dangerous waste, substance, or material as defined in any so-called “superfund” or “superlien” law.
“Installation” means the setting up, construction, and placement of any equipment or materials in the manner it will be operated, in accordance with the Scope of Work and in accordance with all Applicable Laws. “Instruments of Service” is defined in Section 10.01(c). “Interconnection Agreement” means the Interconnection Agreement to be entered into between Menlo Park and the Utility with respect to the Generating Facilities.
“Interconnection Facilities” is defined in Section 18.02. “Interest” means interest calculated at the lesser of (i) the prime rate plus two percent (2%) or (ii) the maximum rate permitted by Applicable Law. The “prime rate” will be the “Prime Rate” of interest per annum for domestic banks as published in The Wall Street Journal in the “Money Rates” section. “Losses” is defined in Section 11.01.
“Measurement and Verification (M&V) Commencement Date” means the first day of the month immediately following the later of (i) ENGIE Services U.S.’s receipt of the fully signed Certificate of Final Completion, and (ii) ENGIE Services U.S.’s receipt of the full Contract Amount. “Measurement and Verification (M&V) Services” (if any) are defined in Attachment E. “Maintenance Services” (if any) are defined in Attachment F. “Measurement Period” means each one-year period following the M&V Commencement Date. “Menlo Park” is defined in the Preamble.
“Menlo Park Persons” means Menlo Park, its agents, employees, subcontractors, architects, general contractors, lease/leaseback contractors or other Persons acting on behalf of Menlo Park or for whom Menlo Park is responsible. “NEC” means the National Electric Code.
“Notice to Proceed” is defined in Section 2.04.
“Party” and “Parties” are defined in the Preamble.
“Person” means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, other business organization, trust, union, association or Governmental Authority. “Professional Services” means professional services (such as EV Charging Support Services, Resiliency Services, Maintenance Services and M&V Services, if any) provided by ENGIE Services U.S. to Menlo Park under this Contract.

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“Project” means the entirety of Work to be performed by ENGIE Services U.S. pursuant to the Scope of Work, and any Change Orders.
“Project Location” means the area or areas where the Project materials and equipment and any other energy related equipment, as described in the Scope of Work, are installed, and the general area where the Work is performed.
“Punch List” means, with respect to any portion of the Work, a list of minor corrective items which need to be completed or corrected in order to complete such portion of the Work, but do not impair Menlo Park’s ability to beneficially operate and utilize such portion of the Work. “Recommendations” is defined in the Recitals.
“Retained Items” is defined in Section 10.02.
“Retention” is defined in Section 8.03.
“Schedule of Values” is defined in Section 8.01.
“Scope of Work” means the Work set forth in Attachments C and D, and E, as modified by any Change Order. “Substantial Completion” means the stage in the progress of the Work at which the Work, or a designated portion thereof, is sufficiently complete, in conformance with the Scope of Work, the Construction Documents and any Change Orders, so that Menlo Park can take Beneficial Use thereof. “Surety” means the surety supplying the Contract Bonds, which must be an “admitted surety insurer,” as defined by California Code of Civil Procedure §995.120, authorized to do business in the State of California, and reasonably satisfactory to Menlo Park.
“Utility” is defined in Section 18.02.
“Work” means the Work to be done by ENGIE Services U.S. pursuant to the Scope of Work including design and construction services but excluding Professional Services, subject to any Change Orders.

ARTICLE 2. TERM; PERFORMANCE OF THE WORK
Section 2.01 Contract Term. The term of this Contract commences on the Contract Effective Date and ends on the last day on which Work is performed, unless terminated earlier as provided in this Contract. Provisions applicable to the Professional Services provided under the Attachments hereto shall survive until the last day on which the applicable Professional Services are performed.

Section 2.02 Performance of Work. The Work and Professional Services to be performed hereunder will be provided in accordance with the terms of this Contract and Menlo Park’s Agreement Forms, General Provisions, and Special Provisions where applicable, and the applicable standard of care. ENGIE Services U.S. will perform its obligations under this Contract (i) using the degree of skill and care that is required by current, good and sound professional procedures and practices, and (ii) in conformance with (a) generally accepted professional standards prevailing at the time the Work is performed, (b) the covenants, terms and conditions of this Contract, and (c) applicable laws, codes, rules and regulations, including, without limitation, the applicable provisions of the Menlo Park Code Requirements and the California Building Code. ENGIE Services U.S. represents and warrants that it is fully experienced in projects of the nature and scope of the Work and Professional Services, and that it is properly qualified, licensed (as a Class A General Engineering Contractor and/.or a Class C-10 Electrical Contractor) and equipped to supply and perform the Work and Professional Services. The Work completed herein will be subject to Menlo Park’s general right of inspection and supervision to secure the satisfactory completion thereof in accordance with this Contract.

Section 2.03 Scope of Work.
(a) The Scope of Work may not exceed that set forth in Attachments C and D, except pursuant to a Change Order. (b) The Professional Services may not exceed those set forth in Attachments E, F and G, except pursuant to a Change Order.

Section 2.04 Notice to Proceed. Menlo Park will issue to ENGIE Services U.S. a written Notice to Proceed (“Notice to Proceed”) upon receipt from ENGIE Services U.S. of required contract documents, bonds and insurance, and other pre-construction deliverables set forth herein. ENGIE Services U.S. will begin Work within thirty (30) calendar days after ENGIE Services U.S.’s receipt of the Notice to Proceed.

Section 2.05 Project Schedule. A preliminary project schedule is attached hereto as Attachment B. No later than forty-five (45) calendar days after receipt of the Notice to Proceed, ENGIE Services U.S. will develop, with input from Menlo Park, a master project schedule using Microsoft Project®. ENGIE Services U.S. will establish a weekly construction meeting at which time the Work of the previous week will be reviewed and a two-week look ahead will be coordinated. The project schedule will be updated monthly.

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Section 2.06 Menlo Park’s Records and Data. If ENGIE Services U.S. requests, Menlo Park will provide to ENGIE Services U.S., within thirty (30) calendar days after such request or to the best of Menlo Park’s abilities, Menlo Park’s design documents and other documents and data relating to Menlo Park’s larger project underway at the Project Location (“Project Data”). “Project Data” means all of Menlo Park’s records, drawings and complete data concerning the new construction plans and project, including, without limitation, descriptions of any present or anticipated changes in a building’s structure or its heating, cooling, lighting or other systems or energy requirements; descriptions of all energy consuming or saving equipment expected to be used in the Facilities; applicable building drawings, specifications, existing AutoCAD files, operation and maintenance manuals, and as-builts;. Menlo Park agrees that ENGIE Services U.S. may rely on the Project Data as being accurate in all respects.

Section 2.07 Proof of Financial Arrangements. Prior to the commencement of the Work, Menlo Park will provide ENGIE Services U.S. mutually agreeable proof that financial arrangements have been made to fulfill Menlo Park’s obligations under this Contract. Menlo Park’s requirement to furnish such proof to ENGIE Services U.S. is a condition precedent to commencement of the Work. After commencement of the Work, ENGIE Services U.S. may request such proof if (i) Menlo Park fails to make payments to ENGIE Services U.S. as this Contract requires; (ii) a Change in the Work materially changes the Contract Amount; or (iii) ENGIE Services U.S. has other reasonable concerns regarding Menlo Park’s ability to fulfill its payment obligations under this Contract when due. Menlo Park will furnish such proof as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change.

ARTICLE 3. PROJECT IMPLEMENTATION - GENERAL
Section 3.01 Registrations, Permits and Approvals.
(a) Prior to issuing the Notice to Proceed, Menlo Park must register the Project with the California Department of Industrial Relations, using Form PWC-100.
(b) ENGIE Services U.S. is responsible for obtaining, but not paying for, Applicable Permits. Menlo Park will cooperate fully with and assist ENGIE Services U.S. in obtaining all Applicable Permits, certifications, exemptions or approvals that may be required under this Contract. (c) Menlo Park is responsible for hiring and paying inspectors, and for fees associated with plan checks (including expedited plan checks), permits, inspections, , annual operating permits (if any), approvals or exemptions from CEQA, and utility interconnection(s), including any additional Scope of Work that may be required by the Utilities as part of the Interconnection Agreement(s).

Section 3.02 Coordination. Menlo Park will be responsible for coordinating the activities of ENGIE Services U.S. and ENGIE Services U.S.’s subcontractors and suppliers with those of Menlo Park Persons.

Section 3.03 Project Meetings/Status Updates. During the course of the Work, ENGIE Services U.S. will periodically meet with Menlo Park to report on the general status and progress of the Work. Frequency of the meetings will be as agreed upon by the Parties. ENGIE Services U.S. may (but is not required to) make food and beverage items of nominal value available to Menlo Park and Menlo Park’s employees and agents at such meetings, which if offered will be deemed part of the Scope of Work and included in the Contract Amount.

Section 3.04 Project Location Access. Menlo Park hereby grants to ENGIE Services U.S., without cost to ENGIE Services U.S., all rights of ingress and egress at the Project Location, necessary for ENGIE Services U.S. to perform the Work and provide all services contemplated by this Contract. ENGIE Services U.S. will provide twenty-fourhour advance notice to Menlo Park for access to any Menlo Park Facilities. All persons entering the Project Location, including Menlo Park and its employees and agents, must follow ENGIE Services U.S.’s safety procedures. ENGIE Services U.S. may (but is not required to) make transportation available to Menlo Park and Menlo Park’s employees and agents between and within Project Locations, which if offered will be deemed part of the Scope of Work and included in the Contract Amount.

Section 3.05 Consents; Cooperation. Whenever a Party’s consent, approval, satisfaction, or determination will be required or permitted under this Contract, and this Contract does not expressly state that the Party may act in its sole discretion, such consent, approval, satisfaction, or determination will not be unreasonably withheld, qualified, conditioned, or delayed, whether or not such a “reasonableness” standard is expressly stated in this Contract. Whenever a Party’s cooperation is required for the other Party to carry out its obligations hereunder, each Party agrees that it will act in good faith and reasonably in so cooperating with the other Party or its designated representatives or assignees or subcontractors. Each Party will furnish decisions, information, and approvals required by this Contract in a timely manner so as not to delay the other Party’s performance under this Contract.

Section 3.06 Independent Contractor. The Parties hereto agree that ENGIE Services U.S., and any agents and employees of ENGIE Services U.S., its subcontractors and/or consultants, is acting in an independent capacity in the performance of this Contract, and not as a public official, officer, employee, partner, consultant, or agent of Menlo Park for purposes of conflict of interest laws, federal income tax or any other Applicable Law. Menlo Park and ENGIE Resolution No. 6693

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Services, in performing any of their obligations hereunder, shall be independent parties and shall discharge their contractual obligations at their own risk
ARTICLE 4. FINAL DESIGN PHASE – CONSTRUCTION DOCUMENTS / EQUIPMENT PROCUREMENT Section 4.01 General Provisions.
(a) After receipt of the Notice to Proceed, ENGIE Services U.S. will proceed with the preparation of any necessary designs, drawings, and specifications related to the Scope of Work. (b) After completion of the design phase and approval of the final plans and specifications by Menlo Park, ENGIE Services U.S. will commence ordering the equipment identified in the Scope of Work, and any other necessary materials and supplies in order to meet the project schedule. (c) Menlo Park will designate a single-point representative with whom ENGIE Services U.S. may consult on a reasonable, regular basis and who is authorized to act on Menlo Park’s behalf with respect to the Project design. Menlo Park’s representative will render decisions in a timely manner with regard to any documents submitted by ENGIE Services U.S. and to other requests made by ENGIE Services U.S. in order to avoid delay in the orderly and sequential progress of ENGIE Services U.S.’s design services. (d) Within ten (10) Business Days after ENGIE Services U.S.’s request, Menlo Park will:
(i) furnish all surveys or other information in Menlo Park’s possession that describe the physical characteristics, legal limitations, and utility locations in and around the Project Location; (ii) disclose any prior environmental review documentation and all information in its possession concerning subsurface conditions, including without limitation the existence of any known Hazardous Substances, in or around the general area of the Project Location; (iii) supply ENGIE Services U.S. with all relevant information in Menlo Park’s possession, including any as-built drawings and photographs, of prior construction undertaken at the Project Location; (iv) obtain any and all easements, zoning variances, planning approvals, including any resolution of any environmental impact issues, and any other legal authorization regarding utilization of the Project Location for the execution of the Work; and
(v) obtain any and all title reports for those Project Locations reasonably requested by ENGIE Services U.S.
(e) All information furnished pursuant to this Section 4.01 will be supplied at Menlo Park’s expense, and ENGIE Services U.S. will be entitled to rely upon the accuracy and completeness of all information provided. If ENGIE Services U.S. is adversely affected by any failure to provide, or delay in providing, the information specified in Section 4.01(d), ENGIE Services U.S. will be entitled to an equitable extension of time and/or an equitable adjustment in the Contract Amount as mutually agreed to by the Parties. (f) If any information disclosed under this Section 4.01 gives rise to a Change to the Work or an Excusable Event, ENGIE Services U.S. will notify Menlo Park. The Parties will meet and confer with respect to those Changes, and ENGIE Services U.S. will be entitled to an equitable extension of time and/or an equitable adjustment in the Contract Amount. If the Parties, however, are unable to agree on whether Menlo Park’s disclosed information gives rise to a Change to the Work or an Excusable Event, those disputes are to be resolved in accordance with ARTICLE 19.
(g) ENGIE Services U.S. contemplates that it will not encounter any Hazardous Substances at the Project Location, except as has been disclosed as a pre-existing condition by Menlo Park prior to the Contract Effective Date.

However, any disclosure of Hazardous Substances that will affect the performance of the Work after the Contract Effective Date will constitute a valid basis for a Change Order.

Section 4.02 Review of Construction Documents. ENGIE Services U.S. will prepare and submit all drawings and specifications to Menlo Park for review. Menlo Park / Authorities with Jurisdiction will review the documents and provide any comments in writing to ENGIE Services U.S. within thirty (30) Days or within such time as is reasonably required after receipt of the documents. Menlo Park will notify ENGIE Services U.S. in writing within thirty (30) days of submittals if the review of the Construction Documents will take more than thirty (30) Days. ENGIE Services U.S. will incorporate appropriate Menlo Park comments into the applicable drawings and specifications. ENGIE Services U.S. reserves the right to issue the drawings and specifications in phases to allow Construction to be performed in phases.

Menlo Park’s review of Construction Documents will include without limitation confirmation that the designed installation complies with structural and electrical requirements and applicable fire safety provisions, confirmation that the design contemplates adequate rooftop support for any additional rooftop weight contemplated for the solar facility (“dead load”) and any rooftop weight required for the Work (“live load”) and any loads generated by seismic forces on the planned solar panels.

Resolution No. 6693

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Section 4.03 Permits. The respective obligations of the Parties in obtaining inspections and permits are as specified in Section 3.01. Menlo Park will agree to any nonmaterial changes to the designs, drawings, and specifications required by any Governmental Authority. The Contract Amount must be increased by any additional cost incurred by ENGIE Services U.S. due to a Change required by a Governmental Authority and the time required to complete the Work must be increased by the number of additional days required to complete the Work because of a Change imposed by a Governmental Authority.

Section 4.04 Changes During Final Design Phase. If during the design phase any Menlo Park Person requests Changes and/or modifications to the Work that materially affects the Project Schedule and/or Contract Amount, and/or an Excusable Event occurs, ENGIE Services U.S. may be entitled to an equitable extension of time and/or an equitable adjustment in the Contract Amount. Valid bases for additional compensation and/or time extension include, but are not limited to: (i) any Menlo Park Person requests changes and/or modifications to the Project Scope of Work during the Project design phase; (ii) any Menlo Park Person causes delays during ENGIE Services U.S.’s design work; (iii) the discovery of subsurface or other site conditions that were not reasonably anticipated or disclosed as of the Contract Effective Date; (iv) the discovery of Hazardous Substances at or impacting the Project Location; (v) changes to the Scope of Work required to obtain Applicable Permits; (vi) damage to any equipment or other Work installed by ENGIE Services U.S. caused by the act or omission of any Menlo Park Person; (vii) changes and/or modifications to Scope of Work ordered by any Governmental Authority; and (viii) any other condition that would not reasonably have been anticipated by ENGIE Services U.S., that modifies and/or changes the Scope of Work, that increases the agreed-upon Contract Amount or increases the time needed to complete the Work.

Section 4.05 Approval by Authorities with Jurisdiction. ENGIE Services U.S. understands and agrees that pursuant to the Public Contract Code, it cannot proceed with the construction phase until Menlo Park and other required Authorities with Jurisdiction, e.g., the Building Official and/or Menlo Park Fire Marshal, have approved the final design documents. Menlo Park shall promptly notify ENGIE Services U.S. upon receipt of all required approvals of the Construction Documents.

ARTICLE 5. CONSTRUCTION PHASE
Section 5.01 General Provisions. Upon securing the requisite Applicable Permits pursuant to Section 3.01, and completion of Construction Documents, ENGIE Services U.S. will commence the construction of the Project in accordance with the Construction Documents. The construction will be performed in accordance with all Applicable Laws and Applicable Permits, by ENGIE Services U.S. and/or one or more licensed subcontractors qualified to perform the Work.
(a) In accordance with the Construction Documents, ENGIE Services U.S. will designate the City of Menlo Park as the Project Location and final shipping address and the address at which Project-related purchases will be installed. The parties will cooperate to ensure that the City of Menlo Park benefits from the receipt of local sales tax revenues where possible. .

Section 5.02 ENGIE Services U.S.’s Responsibilities during Construction Phase. (a) As an independent contractor to Menlo Park, ENGIE Services U.S. will provide, or cause to be provided by its subcontractor(s), all labor, materials, equipment, tools, transportation, and other facilities and services necessary for the proper execution, construction, and completion of the Work. ENGIE Services U.S. will purchase in advance all necessary materials and supplies for the construction of the Project in order to assure the prompt and timely delivery of the completed Work pursuant to the project schedule. ENGIE Services U.S. will also be responsible for all means, methods, techniques, sequences, and procedures required by the Construction Documents.
(b) ENGIE Services U.S. will make commercially reasonable efforts to coordinate construction activities and perform the Work to minimize disruption to Menlo Park’s operations at the Project Location. ENGIE Services U.S. will provide at least thirty (30) calendar days’ written notice (or as many days as possible if thirty (30) days’ notice cannot be given) to Menlo Park of any planned power outages that will be necessary for the construction.

ENGIE Services U.S. will cooperate with Menlo Park in scheduling such outages, and Menlo Park agrees to provide its reasonable approval of any scheduled outage. (c) ENGIE Services U.S. will initiate and maintain a safety program in connection with its Construction of the Project. ENGIE Services U.S. will take reasonable precautions for the safety of, and will provide reasonable protection to prevent damage, injury, or loss to: (i) employees of ENGIE Services U.S. and subcontractors performing Work under this Contract; (ii) ENGIE Services U.S.’s property and other materials to be incorporated into the Project, under the care, custody, and control of ENGIE Services U.S. or its subcontractors; and (iii) other property at or adjacent to the Project Location not designated for removal, relocation, or replacement during the course of construction. ENGIE Services U.S. will not be responsible for Menlo Park’s employees’ safety unless ENGIE Services U.S.’s negligence in the performance of its Work is the actual and/or proximate cause of the employee’s injury.

Resolution No. 6693

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(d) ENGIE Services U.S. will provide notice to Menlo Park of scheduled test(s) of installed equipment, if any, and Menlo Park and/or its designees will have the right to be present at any or all such tests conducted by ENGIE Services U.S., any subcontractor, and/or manufacturers of the equipment. (e) Pursuant to California Labor Code §6705, if the Work is a public work involving an estimated expenditure in excess of $25,000 and includes the excavation of any trench or trenches five (5) feet or more in depth, ENGIE Services U.S. will, in advance of excavation, submit to Menlo Park and/or a registered civil or structural engineer, employed by Menlo Park, to whom authority to accept has been delegated, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches, which provisions will be no less effective than the current and applicable CAL-OSHA Construction Safety Orders. No excavation of such trench or trenches may be commenced until this detailed plan has been accepted by Menlo Park or by the person to whom authority to accept has been delegated by Menlo Park. Pursuant to California Labor Code §6705, nothing in this Section 5.02(e) imposes tort liability on Menlo Park or any of its employees. (f) Pursuant to California Public Contract Code §7104, if the Work is a public work involving digging trenches or other excavations that extend deeper than four (4) feet below the surface of the ground:
(i) ENGIE Services U.S. will promptly, and before the following conditions are disturbed, notify Menlo Park, in writing, of any:
1) Material that ENGIE Services U.S. believes may be material that is hazardous waste, as defined in California Health and Safety Code §25117, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law; 2) Subsurface or latent physical conditions at the site differing from those indicated by information about the site made available to ENGIE Services U.S. before the Contract Effective Date;
3) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract.
(ii) Menlo Park will promptly investigate the conditions and, if it finds that the conditions do materially so differ or do involve hazardous waste, and cause a decrease or increase in ENGIE Services U.S.’s cost of, or the time required for, performance of any part of the Work will issue a Change Order under the procedures described in this Contract.
(iii) If a dispute arises between Menlo Park and ENGIE Services U.S., whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in ENGIE Services U.S.’s cost of, or time required for, performance of any part of the Work, ENGIE Services U.S. will not be excused from any scheduled completion date provided for by this Contract but will proceed with all Work to be performed under this Contract. ENGIE Services U.S. will retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the Parties.

Section 5.03 Menlo Park’s Responsibilities during Construction Phase. (a) Menlo Park will designate a single-point representative authorized to act on Menlo Park’s behalf with respect to Project construction and/or equipment installation. Menlo Park may from time to time change the designated representative and will provide written notice to ENGIE Services U.S. of such change. Any independent review of the construction will be undertaken at Menlo Park’s sole expense, and will be performed in a timely manner so as to not unreasonably delay the orderly progress of ENGIE Services U.S.’s Work. (b) Menlo Park will provide a temporary staging area for ENGIE Services U.S., or its subcontractors, to use during the construction phase to store and assemble equipment for completion of the Work, if needed. Menlo Park will provide sufficient space at the Facilities for the performance of the Work and the storage, installation, and operation of any equipment and materials and will take reasonable steps to protect any such equipment and materials from harm, theft and misuse. Menlo Park will provide access to the Facilities, including parking permits and identification tags, for ENGIE Services U.S. and subcontractors to perform the Work during regular business hours, or such other reasonable hours as may be requested by ENGIE Services U.S. and acceptable to Menlo Park. Menlo Park will also either provide a set or sets of keys to ENGIE Services U.S. and its subcontractors (signed out per Menlo Park policy) or provide a readily available security escort to unlock and lock doors. Menlo Park will not unreasonably restrict ENGIE Services U.S.’s access to Facilities to make emergency repairs or corrections as ENGIE Services U.S. may determine are needed. (c) Menlo Park will maintain the portion of the Project Location that is not directly affected by ENGIE Services U.S.’s Work. Menlo Park will keep the designated Project Location and staging area for the Project free of obstructions, waste, and materials within the control of Menlo Park.

Resolution No. 6693

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(d) Menlo Park will obtain any required environmental clearance from, and any inspections, including special inspections, required by, any federal, state, and local jurisdictions, including any clearances required under CEQA, prior to scheduled construction start date.
(e) Menlo Park will prepare the Project Location for construction, including, but not limited to, clearance of above and below ground obstructions, such as buildings, appurtenances, and utilities, as detailed in Attachment C, Section 1.3. Subsurface conditions and obstacles (buried pipe, utilities, etc.) that are not otherwise previously and accurately documented by Menlo Park and such documentation made available to ENGIE Services U.S. are the responsibility of Menlo Park. If ENGIE Services U.S. encounters such unforeseen conditions in the performance of the Work, ENGIE Services U.S. may be entitled to an equitable extension of time and/or an equitable adjustment in the Contract Amount.
(f) Menlo Park will remove any Hazardous Substances either known to Menlo Park prior to the commencement of the Work or encountered by ENGIE Services U.S. during the construction of the Project, if necessary in order for the Work to progress safely, that were not knowingly released or brought to the site by ENGIE Services U.S.

ENGIE Services U.S. will respond to the discovery of Hazardous Substances at or around the Project Location during the course of ENGIE Services U.S.’s construction in accordance with Section 5.06. (g) Menlo Park will coordinate the Work to be performed by ENGIE Services U.S. with its own operations and with any other construction project that is ongoing at or around the Project Location, with the exception that ENGIE Services U.S. will coordinate the Interconnection Facilities work, if any, which will be performed by the local utility.
(h) Menlo Park will, and will cause Menlo Park Persons to, allow ENGIE Services U.S. and its subcontractors access to and reasonable use of necessary quantities of Menlo Park’s water and other utilities, including electrical power, as needed for the construction of the Work, at no cost to ENGIE Services U.S. (i) Menlo Park will, and will cause Menlo Park Persons to, provide ENGIE Services U.S. and/or its subcontractors with reasonable access to the Project Location to perform the Work, including without limitation and at no extra cost to ENGIE Services U.S., access to perform Work on Saturdays, Sundays, legal holidays, and non-regular working hours when necessary for utility interconnection and microgrid testing. ENGIE Services U.S. will notify Menlo Park in advance to coordinate Work required during non-regular working hours. (j) Menlo Park will also do the following:
(i) Attend the regularly scheduled progress meetings. Participate as needed regarding scheduling of the Work.
(ii) When requested by ENGIE Services U.S., participate in the job inspection walk-through with ENGIE Services U.S. to determine Substantial Completion or Beneficial Use of major equipment, and will sign the Certificate(s) of Substantial Completion. (iii) Perform a final walk-through of the Project and, upon receipt of the operation and maintenance manuals and as-built drawings, sign the Certificate of Final Completion for the related Work. (iv) Upon the completion of the entire Scope of Work listed in Attachment C, including training, if any, and submission of close-out documents, sign a Certificate of Final Completion for the entire Project.

Section 5.04 Changes.
(a) Change Orders Generally. Changes and/or modifications to the Scope of Work will be authorized by a written Change Order issued by Menlo Park and signed by both Parties. The Change Order should state the change and/or modification to the Scope of Work, any additional compensation to be paid, and any applicable extension of time. ENGIE Services U.S. may, at its election, suspend performance of that portion of the Work affected by any proposed Change until a written Change Order with respect to the Changed or modified Work has been signed by both Menlo Park and ENGIE Services U.S. ENGIE Services U.S. will use its reasonable efforts to continue other portions of the Work not affected or impacted by such proposed Change until such time as the applicable Change Order is resolved. In addition, if any Menlo Park Person requests a proposal from ENGIE Services U.S. for a Change and Menlo Park subsequently elects to not proceed with such Change, Menlo Park agrees that a Change Order will be issued to reimburse ENGIE Services U.S. for any costs reasonably incurred for estimating services, design services, and/or preparation of the proposal requested by such Menlo Park Person.
(b) Change Orders Requiring Additional Compensation. If during construction any Menlo Park Person requests changes and/or modifications to the Work, and/or there are Excusable Events, Menlo Park will pay the extra costs caused by such modifications and/or changes and/or Excusable Event and ENGIE Services U.S. will be entitled to additional compensation for the following reasons, that include, but are not limited to: (i) any Menlo Park Person requests changes and/or modifications to the Scope of Work during the construction phase of the Resolution No. 6693

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Project; (ii) any Menlo Park Person causes delays during ENGIE Services U.S.’s construction work; (iii) discovery of subsurface or other site conditions that were not reasonably anticipated or disclosed prior to the commencement of the Work; (iv) discovery of Hazardous Substances at or impacting the Project Location; (v) changes and/or modifications to the Scope of Work required to obtain required permits and approvals as required by any Governmental Authority; (vi) damage to any equipment or other Work installed by ENGIE Services U.S. caused by the act or omission of any Menlo Park Person; (vii) changes and/or modifications to Scope of Work ordered by any Governmental Authority; and (viii) any other condition that would not reasonably have been anticipated by ENGIE Services U.S., that modifies and/or changes the Scope of Work or the Contract Amount.
(c) Change Orders Requiring Additional Time. If during construction any Menlo Park Person requests changes and/or modifications to the Scope of Work and/or an Excusable Event occurs, the Parties agree that an equitable extension of time to complete the Work may be necessary. Menlo Park and ENGIE Services U.S. acknowledge and agree that changes to price based on delay of schedule due to supply chain shall not be requested or accepted. Prior to any extension of time, ENGIE Services U.S. will use commercially reasonable efforts to make up such delays, including authorizing overtime payments; provided that Menlo Park has issued a Change Order authorizing any such overtime payment and has specifically agreed to pay all costs, including administrative charges and expenses, associated therewith. (d) Method for Adjustment. An increase or decrease in the Contract Amount and/or time resulting from a Change in the Work and/or Excusable Event must be determined by one or more of the following methods:
(i) unit prices set forth in this Contract or as subsequently agreed; (ii) a mutually accepted, itemized lump sum; or
(iii) costs calculated on a basis agreed upon by Menlo Park and ENGIE Services U.S. plus a fee (either a lump sum or a fee based on a percentage of cost) to which the Parties agree. (e) Disagreements. If there is a disagreement between Menlo Park and ENGIE Services U.S. as to whether ENGIE Services U.S. is entitled to an equitable extension of time and/or an equitable adjustment in the Contract Amount, those disputes are to be resolved in accordance with the provisions of ARTICLE 19. Pending the resolution of any such dispute, ENGIE Services U.S. may not suspend undisputed Work.

Section 5.05 Minor Changes to Scope of Work. ENGIE Services U.S. has the authority to make minor changes that do not change the total Contract Amount and are consistent with the quality expected from and intent of the Construction Documents, without prior notice to Menlo Park. ENGIE Services U.S. will either promptly inform Menlo Park, in writing, of any minor changes made during the implementation of the Project, or make available to Menlo Park at the site a set of as-built drawings that will be kept current that point out those minor changes.

Section 5.06 Hazardous Substances.
(a) ENGIE Services U.S. will promptly provide written notice to Menlo Park if ENGIE Services U.S. observes any Hazardous Substance, as defined herein, at or around the Facilities during the course of construction or installation of any equipment which have not been addressed as part of the Scope of Work. ENGIE Services U.S. will have no obligation to investigate the Facilities for the presence of Hazardous Substances prior to commencement of the Work unless otherwise specified in the Scope of Work. Menlo Park will be solely responsible for investigating Hazardous Substances and determining the appropriate removal and remediation measures with respect to the Hazardous Substances. Menlo Park will comply with all Applicable Laws with respect to the identification, removal and proper disposal of any Hazardous Substances known or discovered at or around the Facilities, and in such connection will execute all generator manifests with respect thereto. ENGIE Services U.S. will comply with all Applicable Laws in connection with the use, handling, and disposal of any Hazardous Substances in the performance of its Work. In connection with the foregoing, Menlo Park will provide ENGIE Services U.S., within ten (10) Business Days after the Contract Effective Date, a written statement that represents and warrants (i) whether or not, to its knowledge, there are Hazardous Substances either on or within the walls, ceiling or other structural components, or otherwise located in the Project Location, including, but not limited to, asbestos-containing materials; (ii) whether or not, to its knowledge, conditions or situations exist at the Facilities which are subject to special precautions or equipment required by federal, state, or local health or safety regulations; and (iii) whether or not, to its knowledge, there are unsafe working conditions at the Facilities.
(b) Menlo Park shall indemnify, defend, and hold ENGIE Services U.S. harmless from and against any and all Losses that in any way result from, or arise under, such Menlo Park owned or generated Hazardous Substances, except for liabilities to the extent due to the negligence or willful or reckless misconduct of ENGIE Services U.S., or its subcontractors, agents or representatives, in the handling, disturbance or release of Hazardous Substances. ENGIE Services U.S. shall indemnify, defend and hold harmless Menlo Park, its directors, officers, shareholders, partners, members, agents and employees from and against any and all Losses that in any way result from, or arise under, any Hazardous Substance (as defined in Article 1) to the Resolution No. 6693

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extent deposited at the Project Location, by ENGIE Services U.S. or any of its contractors or agents. This indemnification will survive any termination of this Contract.

Section 5.07 Pre-Existing Conditions. Certain pre-existing conditions may be present within the Facilities that (i) are non-compliant with applicable codes, (ii) may become non-compliant with applicable codes upon completion of ENGIE Services U.S.’s Work, (iii) may cause ENGIE Services U.S.’s completed Work to be non-compliant with applicable codes, (iv) may prevent Menlo Park from realizing the full benefits of ENGIE Services U.S.’s Work, (v) may present a safety or equipment hazard, or (vi) are otherwise outside the scope of ENGIE Services U.S.’s Work.

Regardless of whether or not such conditions may have been readily identifiable prior to the commencement of Work, ENGIE Services U.S. will not be responsible for repairing such pre-existing conditions unless such responsibility is expressly provided for in the Scope of Work or an approved Change Order, if agreed to by both Parties.

ARTICLE 6. PROJECT COMPLETION
Section 6.01 Occupancy or Use of Work. Menlo Park may take occupancy or use of any completed or partially completed portion of the Work at any stage, whether or not such portion is Substantially Complete, provided that such occupancy or use is authorized by Governmental Authority and, provided further, that Menlo Park assumes responsibility for the security of, insurance coverage for, maintenance, utilities for, and damage to or destruction of such portion of the Work. If Substantial Completion of a portion of the Construction Work is not yet achieved, occupancy or use of such portion of the Work will not commence until Menlo Park’s insurance company has consented to such occupancy or use. When occupancy or use of a portion of the Work occurs before Substantial Completion of such portion, Menlo Park and ENGIE Services U.S. will accept in writing the responsibilities assigned to each of them for title to materials and equipment, payments and Retention with respect to such portion.

Section 6.02 Substantial Completion. When ENGIE Services U.S. considers the Work, or any portion thereof, to be Substantially Complete, ENGIE Services U.S. will supply to Menlo Park a written Certificate of Substantial Completion with respect to such portion of the Work, including a Punch List of items and the time for their completion or correction. Menlo Park will within ten (10) Business Days of receipt of the Certificate of Substantial Completion or the time reasonably necessary, provided that additional time is requested in writing to ENGIE Services U.S. within the ten (10) business day period, review such portion of the Work for the sole purpose of determining that it is Substantially Complete, and sign and return the Certificate of Substantial Completion to ENGIE Services U.S. acknowledging and agreeing: (i) that such portion of the Work is Substantially Complete; (ii) the date of such Substantial Completion; (iii) that from the date of Substantial Completion Menlo Park will assume responsibility for the security of, insurance coverage for, maintenance, utilities for, and damage to or destruction of such portion of the Work. Menlo Park agrees that approval of a Certificate of Substantial Completion will not be unreasonably withheld, delayed or conditioned.

Section 6.03 Final Completion. When ENGIE Services U.S. considers the entirety of the Work to be Finally Complete, ENGIE Services U.S. will notify Menlo Park that the Work is fully complete and ready for final inspection.

Menlo Park will inspect the Work to verify the status of Final Completion, confirm that the entirety of the Scope of Work has been installed properly and according to the approved plans, and confirm the installation complies with structural and electrical requirements and applicable fire safety provisions, and confirm Menlo Park’s eligibility for a Temporary Occupancy Permit within ten (10) Business Days after its receipt of ENGIE Services U.S.’s certification that the Work is complete or within such timeframe as is reasonably necessary to complete inspection of the Work; provided that additional time is requested in writing to ENGIE Services U.S. within the ten (10) business day period. When Menlo Park confirms in writing that the Work is fully completed, ENGIE Services U.S. will issue a Certificate of Final Completion, which Menlo Park must sign. Menlo Park agrees that its signing of the Certificate of Final Completion will not be unreasonably withheld, delayed or conditioned. Within 60 days after final acceptance of the Work, Menlo Park will pay ENGIE Services U.S. any remaining Contract Amount due and any outstanding Retention being withheld by Menlo Park, in accordance with Section 8.03. Menlo Park may give ENGIE Services U.S. written notice of acceptance of the Work and will promptly record a notice of completion or notice of acceptance in the office of the county recorder in accordance with California Civil Code §9204.

Section 6.04 Transfer of Title; Risk of Loss. Title to all or a portion of the Project equipment, supplies and other components of the Construction Work will pass to Menlo Park upon the earlier of (i) the date payment for such Project equipment, supplies or components is made by Menlo Park or (ii) the date any such items are incorporated into the Project Location. ENGIE Services U.S. will retain care, custody and control and risk of loss of such Project equipment, supplies and components until the earlier of Beneficial Use or Substantial Completion. Transfer of title to Menlo Park will in no way affect Menlo Park’s and ENGIE Services U.S.’s rights and obligations as set forth in other provisions of this Contract.

ARTICLE 7. SUBCONTRACTORS
Section 7.01 Authority to Subcontract. ENGIE Services U.S. may delegate its duties and performance under this Contract, and has the right to enter into agreements with any subcontractors and other service or material providers as ENGIE Services U.S. may select in its discretion to perform the Work, so long as such subcontractors are procured utilizing a competitive process and provided that such subcontractors shall be duly licensed and shall provide Resolution No. 6693

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any work in accordance with applicable industry standards. ENGIE Services U.S. shall comply with the requirements of Public Contract Code Section 4107 in the event it seeks to substitute any subcontractor selected to perform a portion of the Work. ENGIE Services U.S. will not be required to enter into any subcontracts with parties whom ENGIE Services U.S. has not selected or subcontractors whom ENGIE Services U.S. has objection to using. Notwithstanding the foregoing, ENGIE Services U.S. shall continue to be responsible for the quality of the work performed by its subcontractors. ENGIE Services U.S. shall ensure that its insurance coverage covers the work and liability of all of its subcontractors or its subcontractors’ insurance coverage meets the requirements of the Contract.

Section 7.02 Prompt Payment of Subcontractors. ENGIE Services U.S. shall pay when due all valid charges from subcontractors and suppliers supplying goods or services to ENGIE Services U.S. under this Contract and shall keep the Project free and clear of any liens related to such charges, except for those liens which ENGIE Services U.S. is permitted by law to place on the Project following non-payment by Menlo Park of amounts due under this Agreement. ENGIE Services U.S. shall indemnify Menlo Park for all claims, losses, damages, liabilities and expenses resulting from any liens filed against the Project. In the event any lien is filed against the Project in connection with any work performed or materials furnished to ENGIE Services U.S., within thirty (30) calendar days after the filing of such lien ENGIE Services U.S. shall either discharge and cancel such lien of record or post a bond sufficient under the laws of the State of California to release the same as a lien against the Project. If ENGIE Services U.S. fails to timely satisfy the foregoing obligations, ENGIE Services U.S. shall pay to Menlo Park within one (1) business day of written request all amounts so paid by Menlo Park, including attorney’s fees, together with Interest at the rate of 2% per month or such other rate as may be required by the Prompt Payment Act set forth in the Public Contract Code.

Section 7.03 Relationship. Nothing in this Contract constitutes or will be deemed to constitute a contractual relationship between any of ENGIE Services U.S.’s subcontractors and Menlo Park, or any obligation on the part of Menlo Park to pay any sums to any of ENGIE Services U.S.’s subcontractors.

Section 7.04 DIR Registration. Prior to the Contract Effective Date, ENGIE Services U.S. and all subcontractors shall be registered with the Department of Industrial Relations and qualified to perform public work pursuant to California Labor Code §1725.5.

Section 7.05 Prevailing Wages. To the extent required by California Labor Code §1771 or other Applicable Law, all employees of ENGIE Services U.S. and ENGIE Services U.S.’s subcontractors performing Work at the Project Location will be paid the per diem prevailing wages for the employee’s job classification in the locality in which the Work is performed. In accordance with California Labor Code §§1773 and 1773.2, Menlo Park will obtain from the Director of Industrial Relations the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work, in the locality in which the Work is to be performed, for each craft, classification or type of worker needed to execute the Work at the Project Location, and will cause copies of such determinations to be kept on file at its principal office and posted at each Project Location. Menlo Park will promptly notify ENGIE Services U.S. of any changes to any such prevailing wage determination. For the Construction Phase of the Work, ENGIE Services U.S. shall comply with the duty enunciated in California Labor Code §1777.5 to hire apprentices, unless the craft or trade does not require the use of apprentices, as indicated in the corresponding prevailing wage determination. This duty applies to all contractors and subcontractors on a project, even if their part of the project is less than $30,000. PCC §§ 2600- 2603 (Chapter 2.9, Part 1, Division 2). Such “skilled and trained workforce” shall meet the requirements of Chapter 2.9 of the California Public Contract Code. (Public Contract Code §§ 2600- 2603 (Chapter 2.9, Part 1, Division 2).) ARTICLE 8. PAYMENTS
Section 8.01 Monthly Progress Payments. Promptly after the Contract Effective Date, ENGIE Services U.S. will invoice Menlo Park for a mobilization payment in the amount of Ten Percent (10%) of the Contract Amount. These amounts must be paid to ENGIE Services U.S. within thirty (30) calendar days after Menlo Park’s receipt of an invoice for those amounts. In addition, as the Work progresses, ENGIE Services U.S. will submit to Menlo Park its applications for monthly payments based on the progress made on the Project through the date on which ENGIE Services U.S. submits such Application for Payment. Attachment C, Section 11 contains a schedule of values apportioned to the various divisions or phases of the Work (“Schedule of Values”). Each line item contained in the Schedule of Values is assigned a value such that the total of all items equals the Contract Amount. All Applications for Payment will be in accordance with the Schedule of Values.

Section 8.02 Materials Stored Off-Site. In addition to the monthly progress payments specified in Section

8.01, ENGIE Services U.S. may invoice Menlo Park for materials purchased in advance and not stored at the Project Location, if any. Payment of such invoice(s) by Menlo Park is contingent upon the following conditions: (i) the invoice shall specifically identify the quantity, manufacturer and unique description of each of the materials stored off-site (“Listed Items”); (ii) ENGIE Services U.S. shall certify that the Listed Items are in accordance with the Contract; (iii) ENGIE Services U,S. shall provide proof that (x) title to the Listed Items has vested in ENGIE Services U.S. and (y) the Listed Items are insured while stored or in transit until delivered to the Project Location; (iv) ENGIE Services U.S. shall include an anticipated schedule for delivery of the Listed Items to the Project Location; (v) Listed Items must be clearly and visibly marked as belonging to ENGIE Services U.S. and/or Menlo Park, as applicable and segregated from other materials; and (vi) Menlo Park shall be entitled to inspect the Listed Items at the off-site storage facility. Menlo Park will Resolution No. 6693

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

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pre-pay one hundred percent (100%) of ENGIE Services U.S.’s Application for Payment for the materials delivered, less Retention as indicated in Section 8.03. ENGIE Services U.S. will protect stored materials from damage. Damaged materials, even though paid for, will not be incorporated into the Work and will be replaced at ENGIE Services U.S. expense.

Section 8.03 Retention. Subject to Section 8.05 below, Menlo Park, or its designee, must approve and pay each Application for Payment, less a retention amount (“Retention”) of five percent (5%) in accordance with California Public Contract Code §7201, within thirty (30) calendar days after its receipt of the Application for Payment. A failure to approve and pay an approved Application for Payment in a timely manner is a material default by Menlo Park under this Contract. Menlo Park may make progress payments in full without Retention at any time after fifty percent (50%) of the Work has been completed, as permitted pursuant to California Public Contract Code §9203. In lieu of Retention being held by Menlo Park, ENGIE Services U.S. may request that securities be substituted or Retention be held in an escrow account pursuant to California Public Contract Code §22300.

Section 8.04 Final Payment. The final Application for Payment may be submitted after Final Completion.

The final payment amount must also include payment to ENGIE Services U.S. for any remaining Retention withheld by Menlo Park.

Section 8.05 Disputed Invoices/Late Payments. Menlo Park may in good faith dispute any Application for Payment, or part thereof, within fifteen (15) calendar days after the date the Application for Payment was received by Menlo Park. If Menlo Park disputes all or a portion of any Application for Payment, Menlo Park will pay the undisputed portion when due and provide ENGIE Services U.S. a written notice and explanation of the basis for the dispute and the amount of the Application for Payment being withheld related to the dispute. If any amount disputed by Menlo Park is finally determined to be due to ENGIE Services U.S., either by agreement between the Parties or as a result of dispute resolution pursuant to ARTICLE 19 below, it will be paid to ENGIE Services U.S. within ten (10) Business Days after such final determination, plus Interest from the date billed or claimed until such amount is paid.

ARTICLE 9. WARRANTY / LIMITATION OF LIABILITY
EXCEPT FOR THE WARRANTIES PROVIDED IN THIS ARTICLE 9, ENGIE SERVICES U.S. MAKES NO WARRANTIES

IN CONNECTION WITH THE WORK PROVIDED UNDER THIS CONTRACT, WHETHER EXPRESS OR IMPLIED IN

LAW, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY IMPLIED WARRANTIES AGAINST INTELLECTUAL PROPERTY INFRINGEMENT. MENLO PARK’s SOLE REMEDY FOR A BREACH OF MATERIAL OR EQUIPMENT WARRANTY BY ENGIE SERVICES U.S. OR ANY ENGIE SERVICES U.S. SUBCONTRACTOR OR VENDOR SHALL BE THE REPAIR OR REPLACEMENT OF THE DEFECTIVE MATERIALS OR EQUIPMENT IN ACCORDANCE WITH THE WARRANTIES INDICATED BELOW.

Section 9.01 ENGIE Services U.S. warrants to Menlo Park that material and equipment furnished under this Contract will be of good quality and new, unless otherwise specifically required or permitted by this Contract. ENGIE Services U.S. further warrants that its workmanship provided hereunder, including its subcontractors’ workmanship, will be free of material defects for a period of one (1) year or as otherwise required by state law from the date of Substantial Completion as indicated on the executed Certificate of Substantial Completion, or the date of Beneficial Use as indicated on the executed Certificate of Beneficial Use (“ENGIE Services U.S. Warranty”). Notwithstanding the preceding sentence, the date the ENGIE Services U.S. Warranty commences with respect to a specific piece or pieces of equipment may be further defined in Attachment C.

Section 9.02 Equipment and material warranties that exceed the ENGIE Services U.S. Warranty period will be provided directly by the equipment and/or material manufacturers and such warranties will be assigned directly to Menlo Park, after the one (1) year period. While ENGIE Services U.S. provides Maintenance Services as specified in Attachment F, ENGIE Services U.S. will be Menlo Park’s agent in working with the equipment and material manufacturers in resolving any equipment or material warranty issues. If any material defects are discovered within the ENGIE Services U.S. Warranty period, ENGIE Services U.S., or ENGIE Services U.S.’s subcontractors, will correct its defects, and/or ENGIE Services U.S. will work with the equipment or material manufacturer as Menlo Park’s agent to facilitate the manufacturer’s correction of the equipment or material defect. Such warranty services will be performed in a timely manner and at the reasonable convenience of Menlo Park. If a warranty issue arises on any equipment or material installed after ENGIE Services U.S. no longer provides the Maintenance Services specified in Attachment F, and the equipment or material has a warranty period that exceeds one (1) year, Menlo Park will contact the manufacturer directly to resolve such warranty issues and Menlo Park acknowledges that the manufacturer will have sole responsibility for such issues.

Section 9.03 The warranties in this ARTICLE 9 expressly exclude any remedy for damage or defect caused by improper or inadequate maintenance of the installed equipment by service providers other than ENGIE Services U.S. or its subcontractors, corrosion, erosion, deterioration, abuse, modifications or repairs not performed by an authorized ENGIE Services U.S. subcontractor, improper use or operation, or normal wear and tear under normal usage. ENGIE Services U.S. shall not be responsible for the cost of correcting a breach of warranty or defect to the extent that the manufacturer of the equipment that is the subject of a warranty hereunder does not honor its equipment warranty as a Resolution No. 6693

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Menlo Park City CouncilJanuary 11, 2022

Menlo Park City Council
January 11, 2022