Menlo Park City Council
January 10, 2023

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

REGULAR MEETING AGENDA
Date: 1/10/2023
Time: 6:00 p.m.

Locations: Zoom.us/join – ID# 837 7994 1162 and
City Council Chambers
751 Laurel St., Menlo Park, CA 94025
NOVEL CORONAVIRUS, COVID-19, EMERGENCY ADVISORY NOTICE
Consistent with Cal. Gov. Code §54953(e), and in light of the declared state of emergency, and 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 837 7994 1162
• Access the meeting real-time via telephone at:
(669) 900-6833
Meeting ID 837 7994 1162
Press *9 to raise hand to speak
• Watch meeting:
• Cable television subscriber in Menlo Park, East Palo Alto, Atherton, and Palo Alto:

Channel 26
• City Council Chambers
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 website menlopark.gov. 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.gov/agendas).

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 menlopark.gov City Council Regular Meeting Agenda
January 10, 2023

Regular Session
A. Call To Order
B. Roll Call
C. Agenda Review
D. 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. You are not required to provide your name or City of residence, but it is helpful. 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.

E. Consent Calendar
E1. Accept the City Council meeting minutes for November 15 and 30 and December 6, 13, and 21, 2022 (Attachment)
Not a California Environmental Quality Act (CEQA) project.

E2. 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 #23-003-CC)
Not a CEQA project.

E3. Adopt a resolution amending City Council Policy CC-22-004 Commissions/Committees Policies and Procedures, Roles and Responsibilities (Staff Report #23-004-CC) Not a CEQA project.

E4. Authorize the city manager to execute an agreement with LookingPoint for the replacement of network switches in an amount not to exceed $113,000 (Staff Report #23-005-CC) Not a CEQA project.

E5. 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 (Staff Report #23-001-CC)
Not a CEQA project.

E6. Adopt a resolution authorizing the city manager to execute a continued funding application with the California Department of Education for continued funding of the Belle Haven Child Development Center operational costs in fiscal year 2023-24 (Staff Report #23-006-CC) Not a CEQA project
F. Public Hearing
F1. Adopt a resolution to approve the use permit and architectural control approvals for the Menlo Uptown development project to allow for the potential removal of infrastructure investments at Willow Road and Bay Road from the project conditions of approval; to authorize the city manager to sign a

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council Regular Meeting Agenda
January 10, 2023

modified public improvement agreement for the Menlo Uptown development; and to authorize the removal of condition of approval 2.ww.ii (Staff Report #23-007-CC) Not a CEQA project.

G. Regular Business
G1. Appoint City Council representatives and alternates to various local and regional agencies and as liaisons and members to City Council advisory bodies (Staff Report #23-010-CC) Not a CEQA project.

H. Informational Items
H1. City Council agenda topics: January 24 – February 14, 2023 (Staff Report #23-008-CC) Not a CEQA project.

H2. Transmittal of city attorney billing (Staff Report #23-009-CC) Not a CEQA project.

H3. Update on draft outdoor dining design standards (Staff Report #23-011-CC) Not a CEQA project.

I. City Manager's Report
J. City Councilmember Reports
K. 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 before, 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 [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 Cal. Gov. Code §54954.2(a) or §54956. Members of the public can view electronic agendas and staff reports by accessing the City website at menlopark.gov/agendas and can receive email notification of agenda postings by subscribing at menlopark.gov/subscribe. Agendas and staff reports may also be obtained by contacting City Clerk at 650-330-6620. (Posted: 1/6/2023)

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council
REGULAR MEETING MINUTES – DRAFT
Date: 11/15/2022
Time: 6:00 p.m.

Locations: Teleconference and
City Council Chambers
751 Laurel St., Menlo Park, CA 94025
Regular Session
A. Call To Order
Mayor Nash called the meeting to order at 6:07 p.m.

B. Roll Call

Present: Combs (exited at 7:02 p.m.), Mueller, Nash, Taylor, Wolosin

Absent: None
Staff: City Manager Justin I. C. Murphy, City Attorney Nira F. Doherty, Assistant to the City Manager/City Clerk Judi A. Herren
C. Agenda Review
Staff will provide an update on item F3.

D. Public Comment
• Shani Podell spoke in opposition to the permanent conversion of tennis to pickleball courts (Attachment).
• Dana Weintraub spoke in opposition to the conversion of additional pickleball replacing tennis courts.
• Eric Dunn spoke in opposition of expanding pickleball courts. • Bronwyn Alexander spoke on concerns related to traffic signals in the Belle Haven neighborhood. • Marc Bryman spoke in support of dedicated or “new build” pickleball courts. • Ray Mueller provided information on the San Mateo County’s anonymous gun buy back event.

E. Presentations and Proclamations
E1. Presentation: Senator Josh Becker
• Menlo Spark representative Diane Baily spoke in support of the City’s electrification initiative.

Senator Josh Becker made a presentation of the $4.5 million State grant to the Menlo Park electrification initiative.

F. Consent Calendar
F1. 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 AGENDA ITEM E-1 Page E-1.1

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council Regular Meeting Minutes – DRAFT
November 15, 2022

(Staff Report #22-220-CC)
F2. Adopt a resolution modifying the City Council’s regular meeting schedule to add December 6, 2022 as a regular meeting (Staff Report #22-216-CC)
F3. Adopt a resolution approving the 2023 City Council regular meeting schedule (Staff Report #22-221-CC)
Staff provided an update related to a proposed Summer break for the 2023 meeting schedule.

The City Council discussed Summer break options for 2023.

F4. Adopt a resolution accepting fiscal year 2021-22 State Supplemental Local Law Enforcement Grant in the amount of $100,000; and approve a spending plan (Staff Report #22-217-CC) F5. Authorize the city manager to execute an agreement with Fehr & Peers to develop a local road safety plan (Staff Report #22-219-CC)
The City Council requested adding both farmer’s markets to the list of outreach locations.

F6. Review and receive the investment portfolio as of September 30, 2022 (Staff Report #22-222-CC) F7. Adopt a resolution to accept and appropriate a California State Library grant in the amount of $509,179 to replace the main library’s deteriorating roof and update its fire alarm system; and authorize the city manager to submit the required final application and execute the grant agreement (Staff Report #22-223-CC)
F8. Adopt a resolution approving Alcoholic Beverage Control Grant and authorize the police chief to execute the agreement (Staff Report #22-226-CC)
ACTION: Motion and second (Wolosin/ Taylor), to approve the consent calendar, updating item F3. by cancelling the July 25, 2023 meeting and scheduling meetings on August 15 and 29, 2023, passed unanimously.

G. Public Hearing
G1. Waive the second reading of an ordinance adopting the 2022 Building Standards Code to include amending Title 12 [Buildings and Construction] of the Menlo Park Municipal Code to adopt local amendments to the California Building Standards Code (Staff Report #22-218-CC) Assistant Community Development Director Chuck Andrews introduced the item.

Mayor Nash opened the public hearing.

Mayor Nash closed the public hearing
ACTION: Motion and second (Taylor/ Nash), to waive the second reading and adopt an ordinance amending Title 12 [Buildings and Construction] of the Menlo Park Municipal Code to adopt local amendments to the California Building Standards Code, passed unanimously.

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City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council Regular Meeting Minutes – DRAFT
November 15, 2022

G2. Consider the Planning Commission’s recommendation to approve the proposed project with modifications and adopt a resolution to 1) certify the final environmental impact report (Final EIR), make the California Environmental Quality Act (CEQA) findings including the Statement of Overriding Considerations for significant and unavoidable impacts, and approve the mitigation monitoring and reporting program (MMRP), 2) adopt a resolution to amend the General Plan Circulation Element, 3) adopt resolutions to approve the vesting tentative maps for the proposed project, read the title, and waive further reading of ordinances to 4) amend the City zoning map, rezone the project site from R-MU-B and O-B to R-MU-B-X and O-B-X to include the “X” Conditional Development overlay, and approve the conditional development permit and 5) adopt the development agreement, and 6) adopt a resolution to approve the below market rate (BMR) housing agreements for the proposed Willow Village masterplan project located at 1350-1390 Willow Road, 925-1098 Hamilton Avenue and 1005-1275 Hamilton Court, 1399 and 1401 Willow road, and 871- 883 Hamilton Avenue (Staff Report #22-227-CC)
City Councilmember Combs was recused and exited the meeting.

Planning Manager Kyle Perata made a presentation (Attachment).

Applicants Signature Development representatives Mike Ghielmetti, Eron Ashley, Eric Harrison, Faye Brandin, Paul Nieto, and Eric Morley made presentations (Attachments).

Mayor Nash opened the public hearing.
• Isabel Pardo spoke in support of the Willow Village project. • Nestor Flores spoke in support of the Willow Village project. • Sergio Ramirez-Herrera spoke in support of the Willow Village project. • Carlos Valdez spoke in support of the Willow Village project. • Bryan Shields spoke in support of the Willow Village project. • Krista Kobeski spoke in support of the Willow Village project. • Marlene Santoyo read public comment into the record for those unable to attend providing suggestions and concerns for the project.
• Building Trades Council in San Mateo County representative Bart Pantoja spoke in support of the Willow Village project.
• Lauren Fitzgerald spoke in support of the Willow Village project. • Jenny Michel spoke on addressing concerns related to environmental and traffic impacts and displacement of current residents.
• Mid Pen High School Head of School Karen Eshoo spoke in support of the Willow Village project. • Romain Teniere spoke in support of the Willow Village project and requested a study session to review plans and execution for the Stanford project.
• Housing Action Coalition representative Ali Sapirman spoke in support of the Willow Village project.
• Kathleen Daly spoke on the commitment to the Belle Haven community through the Willow Village project.
• Glemin Zelaya spoke on concerns related to impacts to traffic and the environment. • Everardo Luna spoke in support of the Willow Village project. • Bay Area Council representative Alex Torres spoke in support of the Willow Village project. • Karen Grove spoke in support of the Planning Commission recommendations and provided recommendations for anti-displacement.

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City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council Regular Meeting Minutes – DRAFT
November 15, 2022

• Citizens Committee to Complete the Refuge representative Eileen McLaughlin spoke on concerns to the project related to the elevated park.
• Gail Wilkerson requested clarification on mitigating impacts to the City of East Palo Alto. • Housing Leadership Council of San Mateo County representative Ken Chan spoke in support of the Willow Village project.
• Carol Cunningham spoke in support of the Willow Village project. • Pastor Josh Arias spoke in support of the Willow Village project. • Chamber of Commerce representative Fran Dehn spoke in support of the Willow Village project. • Rick Johnson spoke in opposition of the Willow Village project, unless further environmental view is completed.
• Mike Hoff spoke in support of the Willow Village project. • Greenbelt Alliance representative Jordan Grimes spoke in support of the Willow Village project. • Silicon Valley Leadership Group representative Vince Rocha spoke in support of the Willow Village project.
• United Way Bay Area representative Jess Hudson spoke in support of the Willow Village project. • Meda spoke in support of the Willow Village project and concerns on traffic impacts. • Alex Dersh spoke in support of the Willow Village project. • Marisela Ramos spoke on concerns to the impacts to the residents of East Palo Alto. • Michael Murillo spoke in support of the Willow Village project. • Pamela Jones spoke on concerns for job/housing imbalance impacts from the project and requested clarification on amenity timelines.

Mayor Nash closed the public hearing
The City Council took a recess at 9:02 p.m.

The City Council reconvened the meeting at 9:17 p.m.

The City Council discussed:
• Amenities completion dates; and
• Below market rate (BMR) housing increase to 20% inclusionary and the $5 million BMR subsidy to increase and be lump sum opposed incremental; and
• Transient occupancy tax; and
• Grocery store, housing, and operating retail in parallel; and • Housing imbalance; and
• Water supply; and
• Traffic circulation and connectivity; and
• Air quality and mitigation efforts; and
• Sea-level rise and flooding impacts to Belle Haven community; and • Level of service (LOS) review; and
• Site access on CalTrans owned Willow Road; and
• Onsite circulation.

The City Council received clarification on:
• Amenities completion phasing; and
• Tree planting; and
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City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council Regular Meeting Minutes – DRAFT
November 15, 2022

• Gas station remodel; and
• Construction hours and schedule; and
• Inclusionary housing increase or reduction in office; and • Condensing residential and grocery timelines; and
• Zoning commitments; and
• Development agreement hotel gap payment for 17-years but applicant willingness to bridge for future; and
• Grocery store subsidy deadline; and
• Changing 20% standard reduction from ‘net’ to ‘gross’ on lower daily trips; and • Sea-level rise and flooding.

The City Council took a recess at 11:03 p.m.

The City Council reconvened at 11:13 p.m.

ACTION: By acclamation, the City Council extended the meeting past 11 p.m.

The City Council further discussed:
• Grocery store opening Winter 2026; and
• Three additional years of subsidy for grocery store; and • Housing timeline moved up; and
• No additional office occupied beyond existing until the grocery store is open; and • Planning Commission recommendations; and
• Additional funding for affordable housing; and
• Shuttle to continue beyond the 17-year agreement and electric if possible; and • Renewable energy generators.

The City Council received further clarification on housing occupancy.

The City Council directed the subcommittee, city manager, and city attorney to reach out to the City of East Palo Alto.

City Council directed a special meeting on November 30 to continue this item.

The City Council went to recess at 12:11 a.m.

The City Council reconvened at 12:22 a.m.

Staff provided a summary:
• Shuttle electric – after 17 years to return to applicants and discuss extension • Affordable housing – additional $1 million ($3 million in first year and $3 million in second year) • Gap hotel – extended additional 10 years
• Grocery store additional subsidy of $1 million if below sales target • Residential construction timeline to be accelerated
The City Council directed staff and applicant to return with additional information and clarification on:
• LOS improvements at Bay Road and Willow Road
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City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council Regular Meeting Minutes – DRAFT
November 15, 2022

• Site access on CalTrans owned Willow Road
• Onsite and offsite circulation for bicyclists and pedestrians • City and community use of event space consideration
• Applicant to cover costs of project manager
• Job fairs with ongoing job training for a total of five fairs • State in phasing plan Exhibit D footnote that office can increase more than 25% but cumulative total remains the same
• Zero/low emission equipment for construction, whenever possible • Citizens Committee for the Refuge requests for oversight of mitigation monitoring reports given to the City including bird safe design, night images captured by specialist, water flow identified and mitigated if fresh water source is needed, protect areas from night lighting, balloons and trash impacts to the marshland
• Consider the 2023 Bay Area Air Quality Management District air quality measure guidelines/measures for air quality measurements
• Auditor to perform trip counting and report back to the City ACTION: By acclamation, this item was continued to November 30 at 6 p.m.

H. Informational Items
H1. City Council agenda topics: December 2022 (Staff Report #22-225-CC) H2. Police department quarterly update – Q3 July 2022 – September 2022 (Staff Report #22-224-CC) I. City Manager's Report
None.

J. City Councilmember Reports
None
K. Adjournment
Mayor Nash adjourned the meeting at 1:06 a.m.

Judi A. Herren, Assistant to the City Manager/City Clerk Page E-1.6

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council
SPECIAL MEETING MINUTES – DRAFT
Date: 11/30/2022
Time: 6:00 p.m.

Locations: Teleconference and
City Council Chambers
751 Laurel St., Menlo Park, CA 94025
Special Session
A. Call To Order
Mayor Nash called the meeting to order at 6:10 p.m.

B. Roll Call

Present: Combs (exited the meeting at 6:13 p.m. and returned at 6:19 p.m.), Mueller, Nash, Wolosin

Absent: Taylor
Staff: City Manager Justin I. C. Murphy, City Attorney Nira F. Doherty, Assistant to the City Manager/City Clerk Judi A. Herren
C. Agenda Review
None.

D. Public Hearing
City Councilmember Combs was recused and exited the meeting.

D1. Consider the Planning Commission’s recommendation to approve the proposed project with modifications and adopt a resolution to 1) certify the final environmental impact report (Final EIR), make the California Environmental Quality Act (CEQA) findings including the Statement of Overriding Considerations for significant and unavoidable impacts, and approve the mitigation monitoring and reporting program (MMRP), 2) adopt a resolution to amend the General Plan Circulation Element, 3) adopt resolutions to approve the vesting tentative maps for the proposed project, read the title, and waive further reading of ordinances to 4) amend the City zoning map, rezone the project site from R-MU-B and O-B to R-MU-B-X and O-B-X to include the “X” Conditional Development overlay, and approve the conditional development permit and 5) adopt the development agreement, and 6) adopt a resolution to approve the below market rate (BMR) housing agreements for the proposed Willow Village masterplan project located at 1350-1390 Willow Road, 925-1098 Hamilton Avenue and 1005-1275 Hamilton Court, 1399 and 1401 Willow road, and 871- 883 Hamilton Avenue (Staff Report #22-228-CC)

ACTION: By acclamation, this item was continued to December 6, 2022 at 6 p.m. (Taylor absent).

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City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council Special Meeting Minutes – DRAFT
November 30, 2022

E. Regular Business
City Councilmember Combs rejoined the meeting.

E1. Direction on City Council seat vacancy (Staff Report #22-229-CC) City Clerk Judi Herren made the presentation (Attachment).

The City Council received clarification on the earliest date a special election could occur and appointment date impacts to the District 5 term of office.

ACTION: Motion and second (Mueller/ Wolosin), to direct staff to fill the vacancy by appointment per the schedule as presented (Attachment), passed 4-0 (Taylor absent).

F. Adjournment
Mayor Nash adjourned the meeting at 6:37 p.m.

Judi A. Herren, Assistant to the City Manager/City Clerk Page E-1.8

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council
REGULAR MEETING MINUTES – DRAFT
Date: 12/6/2022
Time: 6:00 p.m.

Locations: Teleconference and
City Council Chambers
751 Laurel St., Menlo Park, CA 94025
Regular Session
A. Call To Order
Mayor Nash called the meeting to order at 6:11 p.m.

B. Roll Call

Present: Mueller (joined at 6:44 p.m. and exited at 11:16 p.m.), Nash, Taylor, Wolosin

Absent: Combs
Staff: City Manager Justin I. C. Murphy, City Attorney Nira F. Doherty, Assistant to the City Manager/City Clerk Judi A. Herren
C. Agenda Review
The City Council reordered the agenda pulling item E6. to discuss after regular business.

D. Public Comment
• Joan Miessi requested that the East Palo Alto Sanitary District absorption is agendized for a future meeting.

E. Consent Calendar
E1. 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 #22-230-CC)
E2. Adopt a resolution ratifying the Menlo Park Fire Protection District Ordinance No. 50-2022 adopting amendments to the 2022 California Fire Code (Staff Report #22-231-CC) E3. Receive and file the Single Audit Report for the fiscal year ended June 30, 2021 (Staff Report #22-232-CC)
E4. Reject all bids for the minimum point of entry room heating, ventilation, and air conditioning upgrade project and direct staff to rebid the project at a future date (Staff Report #22-233-CC) E5. Adopt a resolution of intention to abandon a public utility easement along the rear of properties at 1701 Bay Laurel Drive and 1715 Bay Laurel Drive; determine this action is categorically exempt under California Environmental Quality Act Guidelines Section 15305’s Class 5 exemption for minor Page E-1.9

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council Regular Meeting Minutes – DRAFT
December 6, 2022

alterations in land use limitations (Staff Report #22-234-CC) E6. Authorize the city manager to execute an agreement with the West Bay Sanitary District regarding the provision of recycled water service within Menlo Park Municipal Water Service Area; determine this action is exempt from California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15268 (Ministerial Projects) (Staff Report #22-237-CC) ACTION: Motion and second (Wolosin/ Taylor), to approve the consent calendar excluding item E6., passed 3-0 (Combs and Mueller absent).

E. Consent Calendar
E6. Authorize the city manager to execute an agreement with the West Bay Sanitary District regarding the provision of recycled water service within Menlo Park Municipal Water Service Area; determine this action is exempt from California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15268 (Ministerial Projects) (Staff Report #22-237-CC) Public Works Director Nikki Nagaya, West Bay Sanitary District General Manager Sergio Ramirez, and Woodard & Curran representative Dave Richardson made a presentation (Attachment). • Fran Dehn spoke in support of the agreement.
• Eileen McLaughlin spoke in opposition of the agreement and requested additional mitigations to be considered to protect sensitive wildlife and habitat as part of the flood protection project. • Pam Jones requested clarification on how this flood protection project would align with other levee construction and flood protection work, and whether this would affect water or sewer rates in the future.
• Sierra Club representative Gita Dev spoke in opposition of the flood protection project in particular the installation of sheetpiles and requested infrastructure not be located in this area due to risk.

The City Council received clarification on the project site location selection, environmental impact report ( EIR) and public engagement of the project and mitigations, cost impacts to the customers of Menlo Park Municipal Water and West Bay Sanitary District, impacts from constructions at Bedwell Bayfront Park, and coordination with other projects and OneShoreline.

The City Council discussed providing information and outreach in both English and Spanish.

ACTION: Motion and second (Wolosin/ Nash), to authorize the city manager to execute an agreement with West Bay Sanitary District (WBSD) regarding the provision of recycled water service within Menlo Park Municipal Water (MPMW) Service area and determine this action is exempt from CEQA pursuant to CEQA Guidelines section 15268 (Ministerial Projects) in that approval of the agreement is required by the Water Code section 13850.7, and also, pursuant to CEQA Guidelines section 15307 (Action for Protection of Natural Resources), in that the approval of the agreement would authorize the provision of recycled water within the service area in lieu of potable water, 3-0 (Combs absent and Mueller abstaining).

F. Continued Public Hearing
F1. Consider the Planning Commission’s recommendation to approve the proposed project with modifications and adopt a resolution to 1) certify the final environmental impact report (Final EIR), Page E-1.10

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council Regular Meeting Minutes – DRAFT
December 6, 2022

make the California Environmental Quality Act (CEQA) findings including the Statement of Overriding Considerations for significant and unavoidable impacts, and approve the mitigation monitoring and reporting program (MMRP), 2) adopt a resolution to amend the General Plan Circulation Element, 3) adopt resolutions to approve the vesting tentative maps for the proposed project, read the title, and waive further reading of ordinances to 4) amend the City zoning map, rezone the project site from R-MU-B and O-B to R-MU-B-X and O-B-X to include the “X” Conditional Development overlay, and approve the conditional development permit and 5) adopt the development agreement, and 6) adopt a resolution to approve the below market rate (BMR) housing agreements for the proposed Willow Village masterplan project located at 1350-1390 Willow Road, 925-1098 Hamilton Avenue and 1005-1275 Hamilton Court, 1399 and 1401 Willow road, and 871- 883 Hamilton Avenue (Staff Report #22-228-CC) – Continued from 11/30/2022 Planning Manager Kyle Perata made a presentation (Attachment).

The City Council received clarification on incentive based programs to lower traffic daily trip number.

The City Council discussed updated phasing plan, zero/lowest-emissions equipment requirement, conditional development permit to include photographs taken at Samtrans rail corridor, residential to office ratio, and traffic impacts and daily trips especially in reference to the office building.

The City Council went to recess at 7:39 p.m.

The City Council reconvened at 8:28 p.m.

The City Council discussed transportation demand management and removing requirement to construct intersection improvements at Willow Road and Bay Road.

The City Council directed that the annual reporting of the development agreement be transmitted to the City Council and to agendize how impact fees are used in the City.

The City Council went to recess at 8:42 p.m.

The City Council reconvened at 8:58 p.m.

ACTION: Motion and second (Taylor/ Nash), to adopt
1) a resolution certifying the final EIR, making the CEQA finding including a statement of overriding considerations, and approve the mitigation monitoring and reporting program; and 2) a resolution amending the general plan circulation map; and 3) a resolution approving the vesting tentative map;
4) a resolution approving the BMR housing agreement; and 5) introduce and waive the first reading of an ordinance to rezone the project site to include the “X” conditional development combining district overlay, amending the zoning map, and approve the conditional development permit; and
6) introduce and waive the first reading of an ordinance to adopt the development agreement; and include modifications as read into the record to the development agreement and conditional development permit, 4-0 (Combs absent).

G. Regular Business
G1. Authorize the city manager to execute a community funding agreement and approve budget Page E-1.11

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council Regular Meeting Minutes – DRAFT
December 6, 2022

amendment (Staff Report #22-235-CC)
Interim Finance Director Marvin introduced the item.

The City Council discussed the negotiations with the Stanford project.

ACTION: Motion and second (Mueller/ Wolosin), to authorize the city manager to execute the community funding agreement among City of Menlo Park, Menlo Park City School District and Menlo Park Atherton Education Foundation and approve a budget amendment, passed 4-0 (Combs absent).

H. Study Session
H1. Provide direction regarding revisions to the City’s draft Housing Element in response to comments from the State Department of Housing and Community Development (HCD), and potential Zoning Ordinance and El Camino Real/Downtown Specific Plan amendments associated with the Housing Element Update project (Staff Report #22-236-CC)
Principal Planner Tom Smith introduced the item.
• Bryan Shields spoke in support of the consideration of builders of additional housing generated by the housing element.
• Jenny Michele provided comprehensive feedback to the housing element. • Pam Jones spoke on concerns related to impacts on the environmental other OneShoreline projects and requested information on impacts to City water customer bills. • Patti Fry spoke in support of open space and on the importance of office and non-residential. • Adina Levin spoke in support of email sent to the City Council (Attachment). • Skylar Spear spoke in support of equitable housing and on concerns related to site analysis. • Katherine Dumont spoke on concerns related to anti-displacement and the current time lime. • Lorena Cuffy spoke on concerns related to the cost of living and in support of rent control.

The City Council received clarification on incorporating all City Councilmembers input in the housing element, below market rate (BMR) policy related to rent increases, California Department of Housing and Community Development (HCD) response letter, amnesty program for the accessory dwelling units (ADU) policy and delayed enforcement, and impacts to vacancy rates through short-term rental units.

The City Council discussed the proposed anti-displacement policy and programs, staff meeting with HCD before resubmitting the housing element, increasing opportunities for childcare facilities relationships, reviewing fees without dis-incentivizing home building, expanding on antidisplacement programs, revitalizing downtown and downtown parking lots, affordable housing, retaining aesthetic development standards as part of adoption, jobs/housing imbalance and relationship, incorporating/requiring mixed-use residential with commercial and office, long term housing with ADUs, and increasing BMR units requirements and reviewing lieu fees.

ACTION: By acclamation, the City Council extended the meeting past 11 p.m. (Combs absent).

The City Council further discussed anti-displacement strategy details.

The City Council directed review of the proposed anti-displacement actions and modified timeline, Page E-1.12

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council Regular Meeting Minutes – DRAFT
December 6, 2022

creating an ad hoc Anti-Displacement Strategy Subcommittee comprised of Vice Mayor Wolosin and City Councilmember Taylor charged with considering the prioritization of anti-displacement strategies, and a jobs-housing linkage policy.

I. Informational Items
I1. City Council agenda topics: December 2022 (Staff Report #22-240-CC) I2. Transmittal of city attorney billing (Staff Report #22-238-CC) I3. Update on the Willow Oaks Park improvement project (Staff Report #22-239-CC) J. City Manager's Report
City Manager Justin Murphy reported out on Willow Oaks Park pickleball update, Light Up the Season even at Fremont Park, and introduced the new Deputy City Clerk, Sarah Sandoval.

K. City Councilmember Reports
Mayor Nash reported on attending a tri-city meeting with Menlo Park, Palo Alto, and East Palo Alto.

L. Adjournment
Mayor Nash adjourned the meeting at 11:25 p.m.

Judi A. Herren, City Clerk/ Assistant to the City Manager Page E-1.13

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council
REGULAR MEETING MINUTES – DRAFT
Date: 12/13/2022
Time: 6:00 p.m.

Locations: Teleconference and
City Council Chambers
751 Laurel St., Menlo Park, CA 94025
Regular Session
A. Call To Order
Mayor Nash called the meeting to order at 6:21 p.m.

B. Roll Call

Present: Combs (exited at 6:29 p.m. and rejoined at 7:29 p.m.), Mueller, Nash, Taylor, Wolosin

Absent: None
Staff: City Manager Justin I. C. Murphy, City Attorney Nira F. Doherty, Assistant to the City Manager/City Clerk Judi A. Herren
C. Agenda Review
The City Council pulled item E4.

D. Public Comment
• Congresswoman Jackie Speier office representative Raghda Karajah recognized City Councilmember Mueller.

E. Consent Calendar
E1. Accept the City Council meeting minutes for October 20 and November 1, 2022 (Attachment) E2. 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 #22-243-CC)
E3. Adopt a resolution declaring the canvass of votes cast and results of the General Municipal Election held in the City of Menlo Park November 8, 2022 (Staff Report #22-245-CC) ACTION: Motion and second (Mueller/ Wolosin), to approve consent calendar except item E4., passed unanimously.

E4. Waive the second reading and adopt ordinances to 1) rezone the project site from R-MU-B and O-B to R-MU-B-X and O-B-X to include the “X” Conditional Development overlay, amend the City zoning map, and approve the conditional development permit and 2) adopt the development agreement for the proposed Willow Village masterplan project located at 1350-1390 Willow Road, 925-1098 Hamilton Avenue and 1005-1275 Hamilton Court, 1399 and 1401 Willow Road, and 871-883 Hamilton Avenue (Staff Report #22-246-CC)
Page E-1.14

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council Regular Meeting Minutes – DRAFT
December 13, 2022

City Councilmember Combs was recused and exited the meeting.

The City Council went to recess at 6:31 p.m.

The City Council reconvened at 6:37 p.m.

The City Council received clarification on changes to the development agreement.

ACTION: Motion and second (Taylor/ Nash), to waive the full reading of and adopt the following:
• an ordinance to rezone the project site from R-MU-B and O-B to R-MU-B-X and O-B-X to include the “X” Conditional Development combining district overlay, amend the Zoning Map to include the X overlay and modify the locations of the public right-of-ways, new street connections and paseos, and approve a conditional development permit to develop the proposed project through the master plan provisions outlined in the Zoning Ordinance, utilize the bonus level development allowances (increased height, density and intensity) in exchange for community amenities, establish allowed uses, development regulations (including design standard modification requests), and otherwise govern the development of the proposed project; and
• an ordinance to adopt a development agreement between the City and the project applicant for vested rights in exchange for community amenities, public benefits, and assurances on the timing and phasing of the proposed project; and
subject to the changes as read into the record, passed 4-0 (Combs recused).

F. Regular Business
City Councilmember Combs rejoined the meeting
F1. Recognition of outgoing Mayor

• Kathleen Daly expressed appreciation for the City Council.

Vice Mayor Wolosin read the proclamation (Attachment).

Mayor Nash accepted the proclamation.

F2. Swearing in of new City Councilmembers
City Clerk Judi Herren administered the oath of office to City Councilmembers Combs, Nash, and Taylor.

F3. Selection of Mayor and Vice Mayor (Staff Report #22-242-CC) City Clerk Herren took nominations for Mayor for 2023.

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

City Clerk Herren took nominations for Vice Mayor for 2023.

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

Page E-1.15

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov City Council Regular Meeting Minutes – DRAFT
December 13, 2022

F4. Provide direction to the City’s voting delegate regarding regional vacancies for the next City Selection Committee meeting December 16, 2022 (Staff Report #22-241-CC) City Clerk Judi Herren introduced the item.

ACTION: Motion and second (Combs/ Nash), to select Mayor Wolosin as the City’s voting delegate regarding regional vacancies for the next City Selection Committee meeting December 16, 2022, passed unanimously.

G. Informational Items
G1. City Council agenda topics: December 21, 2022 – January 2023 (Staff Report #22-244-CC) H. City Manager's Report
City Manager Justin Murphy reported out on release of the draft environmental justice and safety elements of the general plan.

I. City Councilmember Reports
City Councilmember Nash reported out on the Searsville Advisory Group meeting.

J. Adjournment
Mayor Wolosin adjourned the meeting at 8:04 p.m.

Judi A. Herren, Assistant to the City Manager/City Clerk Page E-1.16
City Manager's Office
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov

STAFF REPORT
City Council
Meeting Date: 1/10/2023
Staff Report Number: 23-003-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 will expire when the state of emergency ceases or January 1, 2024, whichever is first. Governor Newsom recently announced an end to the state of emergency February 28, 2023, in which case AB 361 would expire on that date. The City Council would need to declare every 30 days that the City’s legislative bodies must continue to meet remotely or in a hybrid format whereby City Councilmembers, appointed officials, staff and the public may participate in person or 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. 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 urges that all individuals in public spaces maintain social distancing and wear masks On September 13, 2022 Governor Newsom signed AB 2449 amending the Brown Act to provide additional teleconference procedures to allow members of a legislative body (included bodies appointed by the City Council) to participate remotely in public meetings. The new amendments to the Brown Act go into effect January 1, 2023 and provide complex procedures for holding hybrid public meetings. A hybrid meeting AGENDA ITEM E-2 Page E-2.1
Staff Report #: 23-003-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov allows members of City Council and advisory bodies, staff, and members of the public to participate in meetings either virtually and in-person.

On August 23, 2022 the City Council requested that staff begin the process of bringing advisory body meetings to a hybrid platform. Staff has connected with advisory body members to ensure that current meeting start times and days will work for in-person and hybrid meetings and gauge in-person participation.

Staff has also identified technological and logistical needs to conduct advisory body meetings on a hybrid platform. Table 1 shows the hybrid implementation schedule:

Table 1: Advisory body implementation schedule
Body Location Status
Complete Streets Commission Downtown Conference Room
(City Hall) Fully hybrid
Environmental Quality
Commission
Downtown Conference Room
(City Hall) Hybrid in January 2023
Finance and Audit Committee Downtown Conference Room
(City Hall) Fully hybrid
Housing Commission Cypress Room
(Arrillaga Family Recreation Center) Fully hybrid
Library Commission Senior Annex (Menlo Park Library) Hybrid in January 2023 Parks and Recreation
Commission
Cypress Room
(Arrillaga Family Recreation Center) Hybrid in January 2023 Planning Commission City Council Chambers Fully hybrid
Analysis
The City is still under a local state of emergency and the emergency findings required under AB 361 are still in effect. San Mateo County is still in the Low COVID-19 Community Level category and the Centers for Disease Control and Prevention (CDC) recommends that people may choose to mask at any time and people with symptoms, a positive test, or exposure to someone with COVID-19 should wear a mask. The resolution authorizes the use of hybrid meetings, whereby City Councilmembers, participants, and staff may choose to attend either remotely or in person due to health and safety concerns and needs. The City Council finds that reducing the number of persons present in City Council chambers may continue to reduce imminent health risks associated with large groups and/or members of varying households gathering indoors.

AB 2449 would allow local officials to hold remote public meetings and would authorize relaxed teleconferencing procedures beyond what is currently required by the Brown Act (meaning there would be no need to identify each teleconference location, post agendas at all teleconference locations, or allow the public to access the teleconference locations) if at least a quorum of the legislative body participates inperson at a single location identified on the agenda that is open to the public, and the legislative body follows certain requirements, including:
• The legislative body must provide either a two-way audiovisual platform or two-way telephonic service and a live webcasting of the meeting to allow the public to remotely hear and visually observe the meeting, and remotely address the legislative body.

Page E-2.2
Staff Report #: 23-003-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov • The agenda must identify and include an opportunity for all persons to attend via a call-in option, internetbased service option and at the in-person location of the meeting. • A member of the legislative body can only participate remotely if one of the following are met:
• the member notifies the legislative body at the earliest opportunity possible, including at the start of a regular meeting, of their need to participate remotely for “just cause”; or • the member requests the legislative body to allow them to participate in the meeting remotely due to "emergency circumstances" and the legislative body takes action to approve the request. The legislative body must request a general description (generally not exceeding 20 words) of the circumstances relating to their need to appear remotely at the given meeting. • “Just cause” is defined as (i) a childcare or caregiving need of a child, parent, grandparent, grandchild, sibling, spouse, or domestic partner that requires them to participate remotely; (ii) a contagious illness that prevents a member from attending in person; (iii) a need related to a physical or mental disability as defined by statute; or (iv) travel while on official business of the legislative body or another state or local agency.
• Members of the legislative body are prohibited from using AB 2449 to participate in remote meetings for more than three consecutive months or for 20% of the regular meetings in a calendar year. • Members of the legislative body participating remotely must participate using both audio and visual technology. While the new law doesn’t specify whether audio and visual technology must be enabled at all times while participating remotely, we think the best reading of the law is that a member participating remotely should keep their camera on, and be able to participate via audio at all times during the meeting.
• Members of the legislative body participating remotely must publicly disclose whether any individual over the age of 18 is present in the same room as the member participating remotely. • A meeting must be paused when there is any teleconference disruption for the public and no action can be taken if a disruption event prevents the legislative body from broadcasting the meeting. • Real-time public comments must be allowed during the meeting. • Legislative bodies must implement procedures for resolving requests for reasonable accommodations for individuals with disabilities.

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.

Page E-2.3
Staff Report #: 23-003-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov Attachments
A. Resolution
Report prepared by:

Judi A. Herren, Assistant to the City Manager/City Clerk Page E-2.4
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 solely 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 and Omicron Variants are highly transmissible in indoor settings; and
WHEREAS, the Omicron subvariants of the SARS-CoV-2 virus is overtaking other variants in San Mateo County; and
WHEREAS, according to data from the County’s Health Administrator and County website, the County is averaging approximately 14 new cases per 100,000 of COVID-19 per day; and WHEREAS, although the City has returned to in-person meetings, due to the prevalence of BA strains of the SARS-CoV-2 virus overtaking other variants in San Mateo County, 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 and/or members of varying households gathering indoors; and
WHEREAS, 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 Page E-2.5 ATTACHMENT A
Resolution No. XXXX

San Mateo, as applicable, including facial coverings when required; and 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 in-person meeting attendees; and
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, 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 further authorized to conduct meetings in a “hybrid” format, where both members of the Body 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.
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Page E-2.6
Resolution No. XXXX

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 tenth day of January, 2023, 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, 2023.

Judi A. Herren, City Clerk
Page E-2.7
City Manager's Office

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

STAFF REPORT
City Council
Meeting Date: 1/10/2023
Staff Report Number: 23-004-CC
Consent Calendar: Adopt a resolution amending City Council Policy CC-22-004 Commissions/Committees Policies and
Procedures, Roles and Responsibilities
Recommendation
Staff recommends that the City Council adopt a resolution (Attachment A) amending City Council Policy CC-22-004 Commissions/Committees Policies and Procedures, Roles and Responsibilities.

Policy Issues
According to CC-22-004, advisory body regular meetings shall have a fixed date and time established by the advisory body. Changes to the established regular dates and times are subject to the approval of the City Council.

Background
On December 15, 2022, the Finance and Audit Committee (FAC) voted unanimously (Commissioner Wong absent) to adjust the regular meeting start day to the third Thursday of the quarter at 5:30 p.m. from the third Wednesday of the quarter at 5:30 p.m. This proposed update removes the reoccurring conflict with the Environmental Quality Committee regular meeting day of the third Wednesday of the month at 6 p.m.

Analysis
Staff is proposing the following edits to CC-22-004 (Exhibit A to the resolution.) Policy number
• CC-23-004
The schedule of commission/committee meetings
• Update FAC regular meeting date to the third Thursday of the quarter at 5:30 p.m. • To take effect January 2023
Impact on City Resources
There is no impact on City resources associated with the earlier start time for the Complete Street Commission.

Environmental Review
This action is not a project within the meaning of the California Environmental Quality Act (CEQA) AGENDA ITEM E-3 Page E-3.1
Staff Report #: 23-004-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov Guidelines §§ 15378 and 15061(b)(3) as it will not result in any direct or indirect physical change in the environment.

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

Attachments
A. Resolution
Report prepared by:

Judi A. Herren, Assistant to the City Manager/City Clerk Page E-3.2
RESOLUTION NO. XXXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENLO PARK APPROVING AMENDMENTS TO CITY COUNCIL POLICY CC-22-004

COMMISSIONS/COMMITTEES POLICIES AND PROCEDURES, ROLES AND

RESPONSIBILITIES
WHEREAS, the current regular meeting day and start time of the Finance and Audit Committee is the third Wednesday of the quarter at 5:30 p.m.; and WHEREAS, the City Council desires to update the Finance and Audit Committee regular meeting day from the third Wednesday of the quarter at 5:30 p.m. to the third Thursday of the quarter at 5:30 p.m.

WHEREAS, the City Council approves the following amendments to City Council Policy CC-23- 004 Commissions/Committees Policies and Procedures, Roles and Responsibilities:
• Update the policy number from CC-22-004 to CC-23-004; and • Update Finance and Audit Committee regular meeting day and start time to the third Thursday of the quarter at 5:30 p.m.

NOW, THEREFORE, IT IS RESOLVED, that City Council Policy CC-22-004 Commissions/Committees Policies and Procedures, Roles and Responsibilities is hereby amended, as set forth in Exhibit A.

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 tenth of January, 2023, 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, 2023.

Judi A. Herren, City Clerk
Exhibits:

A. City Council Policy CC-23-004 Commissions/Committees Policies and Procedures, Roles and Responsibilities
ATTACHMENT A Page E-3.3

COMMISSIONS/COMMITTEES POLICIES AND

PROCEDURES, ROLES AND RESPONSIBILITIES
City Council Policy #CC-2223-004
Adopted September 20, 2022
Resolution No. 6776
Purpose
To define policies and procedures and roles and responsibilities for Menlo Park appointed commissions and committees.

Authority
Upon its original adoption, this policy replaced the document known as “Organization of Advisory Commissions of the City of Menlo Park.”
Background
The City of Menlo Park currently has seven active Commissions and Committees. The active advisory bodies are:

Complete Streets Commission, Environmental Quality Commission, Finance and Audit Committee, Housing Commission, Library Commission, Parks and Recreation Commission, and Planning Commission. Those not specified in the City Code are established by City Council ordinance or resolution. Most of these advisory bodies are established in accordance with Resolution No. 2801 and its amendments. Within specific areas of responsibility, each advisory body has a primary role of advising the City Council on policy matters or reviewing specific issues and carrying out assignments as directed by the City Council or prescribed by law.

Six of the seven commissions and committees listed above are advisory in nature. The Planning Commission is both advisory and regulatory and organized according to the City Code (Ch. 2.12) and State statute (Government Code 65100 et seq., 65300-65401).

The City has an adopted Anti-Harassment and Non-Discrimination Policy (CC-21-0022), and a Travel, Meal, and Lodging Policy (CC-19-002), which are also applicable to all advisory bodies.

Policies and Procedures
Relationship to City Council, staff and media
• Upon referral by the City Council, the commission/committee shall study referred matters and return their recommendations and advise to the City Council. With each such referral, the City Council may authorize the City staff to provide certain designated services to aid in the study. • Upon its own initiative, the commission/committee shall identify and raise issues to the City Council’s attention and from time to time explore pertinent matters and make recommendations to the City Council. • At a request of a member of the public, the commission/committee may consider appeals from City actions or inactions in pertinent areas and, if deemed appropriate, report and make recommendations to the City Council. • Each commission/committee is required to develop an annual work plan which will be the foundation for the work performed by the advisory body in support of City Council annual work plan. The plan, once finalized by a majority of the commission/committee, will be formally presented to the City Council for direction and approval no later than September 30 of each year and then reported out on by a representative of the advisory body at a regularly scheduled City Council meeting at least annually, but recommended twice a year. The proposed work plan must align with the City Council’s adopted work plan. When modified, the work plan must be taken to the City Council for approval. The Planning Commission is exempt from this requirement as its functions are governed by the Menlo Park municipal code (Chapter 2.12) and State law (Government Code 65100 et seq, 65300-65401). • Commissions and committees shall not become involved in the administrative or operational matters of City departments. Members may not direct staff to initiate major programs, conduct large studies or establish department policy. City staff assigned to furnish staff services shall be available to provide general staff assistance, such as preparation of agenda/notice materials and minutes, general review of department programs and activities, and to perform limited studies, program reviews, and other services of a general staff nature.

Commissions/Committees may not establish department work programs or determine department program priorities. The responsibility for setting policy and allocating scarce City resources rests with the City’s duly elected representatives, the City Council.
• Additional or other staff support may be provided upon a formal request to the City Council. • The staff liaison shall act as the commission/committee’s lead representative to the media concerning matters before the commission/committee. Commission/Committee members should refer all media inquiries to their respective liaisons for response. Personal opinions and comments may be expressed so long as the commission/committee member clarifies that their statements do not represent the position of the City Council. • Commission/Committee members will have mandatory training every two years regarding the Brown Act and

EXHIBIT A
Page E-3.4

COMMISSIONS/COMMITTEES POLICIES AND PROCEDURES, ROLES AND RESPONSIBILITIES City Council Policy #CC-2223-004 2
Adopted September 20, 2022
Resolution No. 6776
parliamentary procedures, anti-harassment training, ethics training, and other training required by the City Council or State Law. The commission/committee members may have the opportunity for additional training, such as training for chair and vice chair. Failure to comply with the mandatory training will be reported to the City Council and may result in replacement of the member by the City Council. • Requests from commission/committee member(s) determined by the staff liaison to take one hour or more of staff time to complete, must be directed by the City Council.

Role of City Council commission/committee liaison
City Councilmembers are assigned to serve in a liaison capacity with one or more city commission/committee. The purpose of the liaison assignment is to facilitate communication between the City Council and the advisory body.

The liaison also helps to increase the City Council's familiarity with the membership, programs and issues of the advisory body. In fulfilling their liaison assignment, City Councilmembers may elect to attend commission/committee meetings periodically to observe the activities of the advisory body or simply maintain communication with the commission/committee chair on a regular basis.

City Councilmembers should be sensitive to the fact that they are not participating members of the commission/committee, but are there rather to create a linkage between the City Council and commission/committee. In interacting with commissions/committee, City Councilmembers are to reflect the views of the City Council as a body. Being a commission/committee liaison bestows no special right with respect to commission/committee business.

Typically, assignments to commission/committee liaison positons are made at the beginning of a City Council term in December. The Mayor will ask City Councilmembers which liaison assignments they desire and will submit recommendations to the full City Council regarding the various committees, boards, and commissions which City Councilmembers will represent as a liaison. In the rare instance where more than one City Councilmember wishes to be the appointed liaison to a particular commission, a vote of the City Council will be taken to confirm appointments.

City Staff Liaison
The City has designated staff to act as a liaison between the commission/committee and the City Council. The City shall provide staff services to the commission/committee which will include:
• Developing a rapport with the Chair and commission/committee members • Providing a schedule of meetings to the city clerk’s office and commission/committee members, arranging meeting locations, maintaining the minutes and other public records of the meeting, and preparing and distributing appropriate information related to the meeting agenda. • Advising the commission/committee on directions and priorities of the City Council. • Informing the commission/committee of events, activities, policies, programs, etc. occurring within the scope of the commission/committee’s function.
• Ensuring the city clerk is informed of all vacancies, expired terms, changes in offices, or any other changes to the commission/committee.
• Providing information to the appropriate appointed official including reports, actions, and recommendations of the committee/commission and notifying them of noncompliance by the commission/committee or chair with City policies.
• Ensuring that agenda items approved by the commission/committee are brought forth in a timely manner taking into consideration staff capacity, City Council priorities, the commission/committee work plan, and other practical matters such as the expense to conduct research or prepare studies, provided appropriate public notification, and otherwise properly prepare the item for commission/committee consideration. • Take action minutes; upon agreement of the commission, this task may be performed by one of the members (staff is still responsible for the accuracy and formatting of the minutes) • Maintain a minute book with signed minutes
Recommendations, requests and reports
As needed, near the beginning of City Council meetings, there will be an item called “Advisory Body Reports.” At this time, commissions/committees may present recommendations or status reports and may request direction and support from the City Council. Such requests shall be communicated to the staff liaison in advance, including any written materials, so that they may be listed on the agenda and distributed with the agenda packet. The materials being Resolution No. XXXX

COMMISSIONS/COMMITTEES POLICIES AND PROCEDURES, ROLES AND RESPONSIBILITIES City Council Policy #CC-2223-004 3
Adopted September 20, 2022
Resolution No. 6776
provided to the City Council must be approved by a majority of the commission/committee at a commission/committee meeting before submittal to the City Council. The City Council will receive such reports and recommendations and, after suitable study and discussion, respond or give direction.

City Council referrals
The city clerk shall transmit to the designated staff liaison all referrals and requests from the City Council for advice and recommendations. The commissions/committees shall expeditiously consider and act on all referrals and requests made by the City Council and shall submit reports and recommendations to the City Council on these assignments.

Public appearance of commission/committee members
When a commission/committee member appears in a non-official, non-representative capacity before the public, for example, at a City Council meeting, the member shall indicate that they are speaking only as an individual. This also applies when interacting with the media and on social media. If the commission/committee member appears as the representative of an applicant or a member of the public, the Political Reform Act may govern this appearance. In addition, in certain circumstances, due process considerations might apply to make a commission/committee member’s appearance inappropriate. Conversely, when a member who is present at a City Council meeting is asked to address the City Council on a matter, the member should represent the viewpoint of the particular commission/committee as a whole (not a personal opinion).

Disbanding of advisory body
Upon recommendation by the Chair or appropriate staff, any standing or special advisory body, established by the City Council and whose members were appointed by the City Council, may be declared disbanded due to lack of business, by majority vote of the City Council.

Meetings and officers

1. Agendas/notices/minutes
• All meetings shall be open and public and shall conduct business through published agendas, public notices and minutes and follow all of the Brown Act provisions governing public meetings. Special, canceled and adjourned meetings may be called when needed, subject to the Brown Act provisions. • Support staff for each commission/committee shall be responsible for properly noticing and posting all regular, special, canceled and adjourned meetings. Copies of all meeting agendas, notices and minutes shall be provided to the City Council, city manager, city attorney, city clerk and other appropriate staff, as requested. • Original agendas and minutes shall be filed and maintained by support staff in accordance with the City’s adopted records retention schedule.
• The official record of the commissions/committees will be preserved by preparation of action minutes.

2. Conduct and parliamentary procedures
• Unless otherwise specified by State law or City regulations, conduct of all meetings shall generally follow Robert’s Rules of Order.
• A majority of commission/committee members shall constitute a quorum and a quorum must be seated before official action is taken.
• The chair of each commission/committee shall preside at all meetings and the vice chair shall assume the duties of the chair when the chair is absent.
• The role of the commission/committee chair (according to Roberts Rules of Order): To open the session at the time at which the assembly is to meet, by taking the chair and calling the members to order; to announce the business before the assembly in the order in which it is to be acted upon; to recognize members entitled to the floor; to state and put to vote all questions which are regularly moved, or necessarily arise in the course of the proceedings, and to announce the result of the vote; to protect the assembly from annoyance from evidently frivolous or dilatory motions by refusing to recognize them; to assist in the expediting of business in every compatible with the rights of the members, as by allowing brief remarks when undebatable motions are pending, if they think it advisable; to restrain the members when engaged in debate, within the rules of order, to enforce on all occasions the observance of order and decorum among the members, deciding all questions of order (subject to an appeal to the assembly by any two members) unless when in doubt he prefers to submit the question for the decision of the assembly; to inform the assembly when necessary, or when referred to for the purpose, on a point of order to practice pertinent to pending business; to authenticate by their signature, when necessary, all the acts, orders, and proceedings of the assembly declaring it will and in all things obeying its commands.

Resolution No. XXXX

Page E-3.6

COMMISSIONS/COMMITTEES POLICIES AND PROCEDURES, ROLES AND RESPONSIBILITIES City Council Policy #CC-2223-004 4
Adopted September 20, 2022
Resolution No. 6776

3. Lack of a quorum
• When a lack of a quorum exists at the start time of a meeting, those present will wait 15 minutes for additional members to arrive. If after 15 minutes a quorum is still not present, the meeting will be adjourned by the staff liaison due to lack of a quorum. Once the meeting is adjourned it cannot be reconvened. • The public is not allowed to address those commissioners present during the 15 minutes the commission/committee is waiting for additional members to arrive. • Staff can make announcements to the members during this time but must follow up with an email to all members of the body conveying the same information.
• All other items shall not be discussed with the members present as it is best to make the report when there is a quorum present.

4. Meeting locations and dates
• Meetings shall be held in designated City facilities, as noticed. • All commissions/committees with the exception of the Planning Commission, and Finance and Audit Committee shall conduct regular meetings once a month. Special meetings may also be scheduled as required by the commission/committee. The Planning Commission shall hold regular meetings twice a month and the Finance and Audit Committee shall hold quarterly meetings. • Monthly regular meetings shall have a fixed date and time established by the commission/committee. Changes to the established regular dates and times are subject to the approval of the City Council. An exception to this rule would include any changes necessitated to fill a temporary need in order for the commission/committee to conduct its meeting in a most efficient and effective way as long as proper and adequate notification is provided to the City Council and made available to the public.

The schedule of Commission/Committee meetings is as follows:
• Complete Streets Commission – Every second Wednesday at 6:30 p.m. • Environmental Quality Commission – Every third Wednesday at 6:00 p.m. • Finance and Audit Committee – Third Wednesday Thursday of every quarter at 5:30 p.m., • Housing Commission – Every first Wednesday at 6:30 p.m. • Library Commission – Every third Monday at 6:30 p.m.
• Parks and Recreation Commission – Every fourth Wednesday at 6:30 p.m. • Planning Commission – Twice a month on a Monday at 7 p.m.

Each commission/committee may establish other operational policies subject to the approval of the City Council.

Any changes to the established policies and procedures shall be subject to the approval of the City Council.

5. Off-premises meeting participation
While technology allows commission/committee members to participate in meetings from a location other than the meeting location (referred to as “off-premises”), off-premises participation is discouraged given the logistics required to ensure compliance with the Brown Act and experience with technological failures disrupting the meeting. In the event that a commission/committee member believes that their participation is essential to a meeting, the following shall apply:
• Any commission/committee member intending to participate from an off-premise location shall inform the staff liaison at least two weeks in advance of the meeting.
• The off-premise location must be identified in the notice and agenda of the meeting. • Agendas must be posted at the off-premise location.
• The off-premise location must be accessible to the public and be ADA compliant. • The commission/committee member participating at a duly noticed off-premises location does not count toward the quorum necessary to convene a meeting of the commission/committee. • For any one meeting, no more than one commission/committee member may participate from an off-premise location.
• All votes must be by roll call.

6. Selection of chair and vice chair
• The chair and vice chair shall be selected in May of each year by a majority of the members and shall serve for one year or until their successors are selected.
• Each commission/committee shall annually rotate its chair and vice chair.

Resolution No. XXXX

Page E-3.7

COMMISSIONS/COMMITTEES POLICIES AND PROCEDURES, ROLES AND RESPONSIBILITIES City Council Policy #CC-2223-004 5
Adopted September 20, 2022
Resolution No. 6776
G. Memberships
Appointments/Oaths
• The City Council is the appointing body for all commissions/committees. All members serve at the pleasure of the City Council for designated terms.
• All appointments and reappointments shall be made at a regularly scheduled City Council meeting, and require an affirmative vote of not less than a majority of the City Council present. • Before taking office, all members must complete an Oath of Allegiance required by Article XX, §3, of the Constitution of the State of California. All oaths are administered by the city clerk or their designee. • Appointments made during the middle of the term are for the unexpired portion of that term.

Application and selection process
• The application process begins when a vacancy occurs due to term expiration, resignation, removal or death of a member.
• The application period will normally run for a period of four weeks from the date the vacancy occurs. If there is more than one concurrent vacancy in a Commission, the application period may be extended. Applications are available from the city clerk’s office and on the City’s website. • The city clerk shall notify members whose terms are about to expire whether or not they would be eligible for reappointment. If reappointment is sought, an updated application will be required. • Applicants are required to complete and return the application form for each commission/committee they desire to serve on, along with any additional information they would like to transmit, by the established deadline.

Applications sent by email are accepted.
• After the deadline of receipt of applications, the city clerk shall schedule the matter at the next available regular City Council meeting. All applications received will be submitted and made a part of the City Council agenda packet for their review and consideration. If there are no applications received by the deadline, the city clerk will extend the application period for an indefinite period of time until sufficient applications are received. • Upon review of the applications received, the City Council reserves the right to schedule or waive interviews, or to extend the application process in the event insufficient applications are received. In either case, the city clerk will provide notification to the applicants of the decision of the City Council. • If an interview is requested, the date and time will be designated by the City Council. Interviews are open to the public.
• The selection/appointment process by the City Council shall be conducted at a City Council meeting. The city clerk will ask each City Councilmember for their nominations; the number of nominations is limited to the number of vacancies. The candidate that receives a majority of nominations will be appointed. If there is a tie, multiple rounds of voting will occur.
• Following a City Council appointment, the city clerk shall notify successful and unsuccessful applicants accordingly, in writing. Appointees will receive copies of the City’s Non-Discrimination and Sexual Harassment policies, and disclosure statements for those members who are required to file under State law as designated in the City’s Conflict of Interest Code. Copies of the notification will also be distributed to support staff and the commission/committee chair.
• An orientation will be scheduled by the city clerk following an appointment (but before taking office) and a copy of this policy document will be provided at that time.

Attendance
• A compilation of attendance will be submitted to the City Council at least annually listing absences for all commissions/committee members.
• Absences, which result in attendance at less than two-thirds of their meetings during the calendar year, will be reported to the City Council and may result in replacement of the member by the City Council. • Any member who feels that unique circumstances have led to numerous absences can appeal directly to the City Council for a waiver of this policy or to obtain a leave of absence. • While it is expected that members be present at all meetings, the chair and staff liaison should be notified if a member knows in advance that they will be absent.
• When reviewing commissioners for reappointment, overall attendance at full commission meetings will be given significant consideration.

Compensation
• Members shall serve without compensation (unless specifically provided) for their services, provided, however, Resolution No. XXXX

Page E-3.8

COMMISSIONS/COMMITTEES POLICIES AND PROCEDURES, ROLES AND RESPONSIBILITIES City Council Policy #CC-2223-004 6
Adopted September 20, 2022
Resolution No. 6776
members shall receive reimbursement for necessary travel expenses and other expenses incurred on official duty when such expenditures have been authorized by the City Council (See Policy CC-19-002).

Conflict of interest and disclosure requirements
• A Conflict of Interest Code has been updated and adopted by the City pursuant to Government Code §87300 et seq. Copies of the conflict of interest code are filed with the city clerk. Pursuant to the adopted Conflict of Interest Code, members serving on the Complete Streets Commission, Housing Commission, and Planning Commission are required to file a Statement of Economic Interest with the city clerk to disclose personal interest in investments, real property and income. This is done within 30 days of appointment and annually thereafter. A statement is also required within 30 days after leaving office. • If a public official has a conflict of interest, the Political Reform Act may require the official to disqualify himself or herself from making or participating in a governmental decision, or using their official position to influence a governmental decision. Questions in this regard may be directed to the city attorney.

Qualifications, compositions, number
• In most cases, members shall be residents of the City of Menlo Park and at least 18 years of age. • Current members of any other City commission/committee are disqualified for membership, unless the regulations for that advisory body permit concurrent membership. Commission/Committee members are strongly advised to serve out the entirety of the term of their current appointment before seeking appointment on another commission/committee.
• Commission/Committee members shall be permitted to retain membership while seeking any elective office.

However, members shall not use the meetings, functions or activities of such bodies for purposes of campaigning for elective office.
• There shall be seven (7) members on each commission/committee.

Reappointments, resignations, removals
• Incumbents seeking a reappointment are required to complete and file an application with the city clerk by the application deadline. No person shall be reappointed to a commission/committee who has served on that same body for two consecutive terms; unless a period of one year has lapsed since the returning member last served on that commission/committee (the one-year period is flexible subject to City Council’s discretion). • Resignations must be submitted in writing to the city clerk, who will distribute copies to City Council and appropriate staff.
• The City Council may remove a member by a majority vote of the City Council without cause, notice or hearing.

Term of office
• Unless specified otherwise, the term of office for all commission/committee shall be four (4) years unless a resignation or a removal has taken place. The Finance and Audit Committee term of office shall be two (2) years.
• If a person is appointed to fill an unexpired term and serves less than two years, that time will not be considered a full term. However, if a person is appointed to fill an unexpired term and serves two years or more, that time will be considered a full term.
• Terms are staggered to be overlapping four-year terms, so that all terms do not expire in any one year. • If a member resigns before the end of their term, a replacement serves out the remainder of that term.

Vacancies
• Vacancies are created due to term expirations, resignations, removals or death. • Vacancies are posted by the city clerk in the City Council Chambers bulletin board and on the city website. • Whenever an unscheduled vacancy occurs in any commission/committee, a special vacancy notice shall be posted within 20 days after the vacancy occurs. Appointment shall not be made for at least 10 working days after posting of the notice (Government Code 54974).
• On or before December 31 of each year, an appointment list of all regular advisory commissions/committees of the City Council shall be prepared by the city clerk and posted in the City Council Chambers bulletin board and on the City’s website. This list is also available to the public. (Government Code 54972, Maddy Act).

Resolution No. XXXX

Page E-3.9

COMMISSIONS/COMMITTEES POLICIES AND PROCEDURES, ROLES AND RESPONSIBILITIES City Council Policy #CC-2223-004 7
Adopted September 20, 2022
Resolution No. 6776
Roles and Responsibilities
Complete Streets Commission
The Complete Streets Commission is charged primarily with advising the City Council on realizing the City's adopted goals for complete streets, vision zero, climate action plan, and provide input on major land use and development projects as it relates to transportation. The Complete Streets Commission's responsibilities include:
• To advance the goals of the city’s newly adopted climate action plan by making alternatives to driving safer and more attractive
• Advise City Council on the implementation of the transportation master plan. • Continue to advocate for and advise the City Council on planning and installing pedestrian and bicycle rail crossing and safe cycling/pedestrian infrastructure.
• Continue to support City Council in ongoing initiatives to improve access to Downtown and support downtown businesses.
• Continue to support the implementation of the Safe Routes to School strategy and advocate for community engagement, program continuity and engineering implementation. • Continue to support City Council’s role as a stakeholder with regard to regional multi-modal and transportation demand management programs projects to increase
Environmental Quality Commission
The Environmental Quality Commission is charged primarily with advising the City Council on matters involving environmental protection, improvement and sustainability. Specific focus areas include:
• Preserving heritage trees
• Using best practices to maintain city trees
• Preserving and expanding the urban canopy
• Making determinations on appeals of heritage tree removal permits • Administering annual Environmental Quality Awards program • Organizing annual Arbor Day Event; typically, a tree planting event • Advising on programs and policies related to protection of natural areas, recycling and waste reduction, environmentally sustainable practices, air and water pollution prevention, climate protection, and water and energy conservation.

Finance and Audit Committee
The Finance and Audit Committee is charged primarily to support delivery of timely, clear and comprehensive reporting of the City’s fiscal status to the community at large. Specific focus areas include:
• Review the process for periodic financial reporting to the City Council and the public, as needed • Review financial audit and annual financial report with the City’s external auditors • Review of the resolution of prior year audit findings • Review of the auditor selection process and scope, as needed Housing Commission
The Housing Commission is charged primarily with advising the City Council on housing matters including housing supply and housing related problems. Specific focus areas include:
• Community attitudes about housing (range, distribution, racial, social-economic problems) • Programs for evaluating, maintaining, and upgrading the distribution and quality of housing stock in the City • Planning, implementing and evaluating City programs under the Housing and Community Development Act of 1974
• Review and recommend to the City Council regarding the Below Market Rate (BMR) program • Initiate, review and recommend on housing policies and programs for the City • Review and recommend on housing related impacts for environmental impact reports • Review and recommend on State and regional housing issues • Review and recommend on the Housing Element of the General Plan Library Commission
The Library Commission is charged primarily with advising the City Council on matters related to the maintenance and operation of the City’s libraries and library systems. Specific focus areas include:
• The scope and degree of library activities
Resolution No. XXXX

Page E-3.10

COMMISSIONS/COMMITTEES POLICIES AND PROCEDURES, ROLES AND RESPONSIBILITIES City Council Policy #CC-2223-004 8
Adopted September 20, 2022
Resolution No. 6776
• Maintenance and protection of City libraries
• Evaluation and improvement of library service
• Acquisition of library materials
• Coordination with other library systems and long range planning • Literacy and ESL programs
Parks and Recreation Commission
The Parks and Recreation Commission is charged primarily with advising the City Council on matters related to City programs and facilities dedicated to recreation. Specific focus areas include:
• Those programs and facilities established primarily for the participation of and/or use by residents of the City, including adequacy and maintenance of such facilities as parks and playgrounds, recreation buildings, facilities and equipment
• Adequacy, operation and staffing of recreation programs • Modification of existing programs and facilities to meet developing community needs • Long range planning and regional coordination concerning park and recreational facilities Planning Commission
The Planning Commission is organized according to State Statute. • The Planning Commission reviews development proposals on public and private lands for compliance with the General Plan and Zoning Ordinance.
• The Commission reviews all development proposals requiring a use permit, architectural control, variance, minor subdivision and environmental review associated with these projects. The Commission is the final decision-making body for these applications, unless appealed to the City Council. • The Commission serves as a recommending body to the City Council for major subdivisions, rezoning’s, conditional development permits, Zoning Ordinance amendments, General Plan amendments and the environmental reviews and Below Market Rate (BMR) Housing Agreements associated with those projects. • The Commission works on special projects as assigned by the City Council.

Special Advisory Bodies
The City Council has the authority to create standing committees, task forces or subcommittees for the City, and from time to time, the City Council may appoint members to these groups. The number of persons and the individual appointee serving on each group may be changed at any time by the City Council. There are no designated terms for members of these groups; members are appointed by and serve at the pleasure of the City Council.

Any requests of city commissions or committees to create such ad hoc advisory bodies shall be submitted in writing to the city clerk for City Council consideration and approval.

Procedure history
Action Date Notes
Procedure adoption 1991 Resolution No. 3261
Procedure adoption 2001
Procedure adoption 2011
Procedure adoption 2013 Resolution No. 6169
Procedure adoption 2017 Resolution No. 6377
Procedure adoption 6/8/2021 Resolution No. 6631
Procedure adoption 3/1/2022 Resolution No. 6706
Procedure adoption 3/8/2022 Resolution No. 6718
Resolution No. XXXX

COMMISSIONS/COMMITTEES POLICIES AND PROCEDURES, ROLES AND RESPONSIBILITIES City Council Policy #CC-2223-004 9
Adopted September 20, 2022
Resolution No. 6776
Procedure adoption 9/20/2022 Resolution No. 6776
Procedure adoption Resolution No.

Resolution No. XXXX

Page E-3.12
Administrative Services

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

STAFF REPORT
City Council
Meeting Date: 1/10/2023
Staff Report Number: 23-005-CC
Consent Calendar: Authorize the city manager to execute an agreement with LookingPoint for the replacement of network
switches in an amount not to exceed $113,000
Recommendation
Staff recommends that the City Council authorize the city manager to execute an agreement with LookingPoint for the replacement of network infrastructure switches in an amount not to exceed $113,000.

This includes a three-year cost for support and maintenance.

Policy Issues
This commitment exceeds the city manager’s signing authority of $86,000 in the fiscal year 2022-23 and requires City Council approval.

Background
In 2020, the City identified and replaced 18 end-of-life network switches as part of the Information Technology Master Plan (ITMP) to upgrade aging infrastructure. Currently, nine (9) additional core network switches are now end-of-life and need replacement. These switches provide networking and telephony services to the users. Cisco will no longer support these switches, and they will need to be replaced with current hardware, software and security releases. The City’s network resources, including the entire phone system, depend on reliable access to these switches.

Analysis
The City’s network, computer and telephony topology is built on Cisco Systems network switches. This equipment provides access to the network resources in the data center for the users and the entire telephone system. Over the years, the equipment has proven to be reliable and trouble free, and staff is trained and qualified to manage this equipment. The IT division is making every effort to ensure that all equipment in the data center is current, covered by support and maintenance agreements, and complies with the latest security and networking standards.

Cisco Systems, Inc. uses an outside vendor, LookingPoint, to sell their network switches and support agreements. The City contacted LookingPoint after locating a CMAS (California Multiple Award Schedule), which is managed by the State of California Department of General Services. Public Contract Code (PCC) §10290 et seq. and 12101.5 include approval for local government agencies to use CMAS for acquisition of information technology and non-information technology products and services. PCC §10298 and 10299 authorizes local government agencies and school districts to use CMAS and other Department of General Services (DGS) agreements without competitive bidding. All pricing, products and/or services offered must have been previously bid and awarded on a Federal General Services Administration (GSA) multiple award AGENDA ITEM E-4 Page E-4.1
Staff Report #: 23-005-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov schedule; therefore, this meets bid requirements and allows local governments to obtain the lowest competitive price (Attachment A.) IT division staff negotiated an additional discount with LookingPoint, reflected in the quote provided (Attachment B.) The total cost, including all hardware and three years of support and maintenance is $112,611.26.

Impact on City Resources
The current fiscal year cost is included in the fiscal year 2022-23 budget as part of the ITMP funding. Future years’ costs will also be covered with ITMP funds.

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 does not propose a change that will 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. CMAS No.: 3-20-70-3092D
B. LookingPoint quote 12753
Report prepared by:

Sandy Pimentel, Information Technology Manager
Report reviewed by:

Mary Morris-Mayorga, Extra Help Retired Annuitant – Administrative Services Director Page E-4.2
Procurement Division
707 Third Street, 2nd Floor, MS #2-202
West Sacramento, CA 95605-2811
State of California

MULTIPLE AWARD SCHEDULE
LookingPoint, Inc. C ategor ies D escriptions CMAS NUMBER: 3-20-70-3092D CMAS TERM DATES: 4/22/2020 through 9/04/2023
CMAS CATEGORY: Information Technology Goods & Services

APPLICABLE
TERMS & CONDITIONS:

June 7, 2019
(www.dgs.ca.gov/-/media/Divisions/PD/Acquisitions/
CMAS/IT-CMAS-Terms-and-Conditions.ashx?la=en&
hash=B41342080DE511121ECC253A04D62AC90CE
D6123)
FOR USE BY: State & Local Government Agencies
BASE GSA SCHEDULE #: GS-35F-0563U
BASE SCHEDULE HOLDER: SYNNEX Corporation
This CMAS provides for the purchase and warranty of hardware and software, hardware maintenance and repair, software maintenance as a product, and Software as a Service (SaaS). (See page 3 for the restrictions applicable to this CMAS.)
NOTICE: Products and/or services on this CMAS may be available on a Mandatory Statewide Contracts. If this is the case, the use of this CMAS is restricted unless the State agency has an approved exemption as explained in the Statewide Contract User Instructions.

Information regarding Statewide Contracts can be obtained at the Statewide Contract Index Listing (www.dgs.ca.gov/PD/About/Page-Content/PD-Branch-Intro-AccordionList/Acquisitions/Statewide-Contracts) under the Resources heading. This requirement is not applicable to local government entities.

OR TERMS AND CONDITIONS AS SHOWN IN THE BASE SYNNEX CORPORATION GSA SCHEDULE ARE NOT APPLICABLE TO THIS CMAS.

Original Signature On File Effective Date: 4/22/2020
BRYAN DUGGER, Program Analyst, California Multiple Award Schedules Unit ATTACHMENT A Page E-4.3

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 2
Buyers must verify that the CMAS vendor has a letter of authorization from the manufacturer or an authorized distributor for the sale of the products being procured. Service specific letters of authorization are required if the CMAS vendor is providing maintenance and repair services.

The services provided under this CMAS are only in support of the products covered by this CMAS.

The most current Ordering Instructions and Special Provisions, CMAS Terms and Conditions, and products and/or services are included herein. All purchase orders issued by State agencies under this CMAS shall incorporate these Ordering Instructions and Special Provisions and CMAS Terms and Conditions dated June 7, 2019.

Agency non-compliance with the requirements of this CMAS may result in the loss of delegated authority to use the CMAS program.

CMAS contractor non-compliance with the requirements of this CMAS may result in termination of the CMAS.

Page E-4.4

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 3

CMAS PRODUCT & SERVICE CODES
The CMAS Product & Service Codes listed
below are for marketing purposes only.

Review this CMAS and the base contract
identified below for the products and/or
services available on this CMAS.

Brand-Cisco
Cable-Telecommunication
Data Commun-Equipment
Data Commun-Network Mgmt
Firewall-Network Security
LAN/WAN-System
Network Equipment-Chassis
Security-IT Hardware
Security-IT Network
Server-Network
Software-Maintenance
Data Commun-Data Switch

AVAILABLE PRODUCTS AND/OR

SERVICES
All of the products from the manufacturers
listed in the base GSA schedule are available
within the scope of this CMAS.

The ordering agency must verify all products
and/or services are currently available on the
base General Services Administration (GSA)
schedule. Access the GSA eLibrary at
www.gsaelibrary.gsa.gov.

CMAS BASE CONTRACT
This CMAS is based on some or all of the
products and/or services and prices from
GSA Schedule Number GS-35F-0563U
(SYNNEX CORPORATION) with a GSA
term of 9/05/2008 through 9/04/2023.

R SYNNEX Corporation
LookingPoint, Inc. SYNNEX
Corporation in the federal
GSA multiple award Contract Terms and
Conditions.

EXCLUDED PRODUCTS AND/OR SERVICES
Maintenance of software as a service,
electronic commerce services, training
courses, Information Technology (IT)
consulting services, and order-level materials
are not available under this CMAS.

ISSUE PURCHASE ORDER TO
Agency purchase orders must be either
mailed or emailed to the following:

LookingPoint, Inc.
391 Taylor Blvd., Suite 120
Pleasant Hill, CA 94523
Attn: Katy Mundy
E-mail: [email protected]
Agencies with questions regarding products
and/or services may contact the CMAS
contractor as follows:

Contact: Katy Mundy
Phone: (925) 566-3456
E-mail: [email protected]
TOP 500 DELINQUENT TAXPAYERS
In accordance with Public Contract Code
(PCC) § 10295.4, and prior to placing an
order for IT goods and/or services, agencies
must verify with the Franchise Tax Board
and the California Department of Tax and Fee
Administration tha
name does not appear on either list of the 500
largest tax delinquencies pursuant to Section
7063 or 19195 of the Revenue and Taxation
Code. See next paragraph for information.

Page E-4.5

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 4
Top 500
Delinquent Taxpayers is available at
www.ftb.ca.gov/about-ftb/newsroom/top-500-
past-due-balances/index.html.

The California Department of Tax and Fee
of Top 500 Sales & Use
Tax Delinquencies in California is available at
www.cdtfa.ca.gov/taxes-and-fees/top500.htm.

LookingPoint, Inc.

Number is 101318837. Prior to placing an
order with this company, agencies must verify
that this permit is still valid at the California
Department of Tax and Fee Administration
website (cdtfa.ca.gov).

CMAS PRICES
The maximum prices allowed for the products
and/or services available in this CMAS are
those set forth in the base contract identified
on page 3 of this CMAS.

The ordering agency is encouraged to seek
prices lower than those on this CMAS. When
(RFO), the CMAS contractor can offer lower
prices to be competitive.

CALIFORNIA CIVIL RIGHTS LAW

CERTIFICATION
Pursuant to Public Contract Code section
2010, effective January 1, 2017, applicants
must certify their compliance with the
California Civil Rights laws and Employer
Discriminatory Policies (section 51 of the Civil
Code, section 12960 of the Government
verify that the contractor has a California Civil
Rights Law Certification on file.

WARRANTY
For warranties, see the federal GSA schedule
and the CMAS Terms and Conditions,
General Provisions, CMAS Warranty.

DELIVERY
30 days after receipt of order, or as negotiated
between agency and CMAS contractor and
included in the purchase order, or as
otherwise stipulated in the contract.

SHIPPING INSTRUCTIONS
F.O.B. (Free On Board) Destination. Seller
pays the freight charges.

PURCHASING AUTHORITY DOLLAR

THRESHOLD
Order limits for the purchase of goods and/or
services is determined by the individual
agency purchasing authority threshold.

No CMAS order may be executed by a State
authority threshold. State agencies with
approved purchasing authority, along with
their dollar thresholds can be obtained at the
List of State Departments with Approved
Purchasing Authority website
(www.dgs.ca.gov/PD/Resources/PageContent/Procurement-Division-ResourcesList-Folder/List-of-State-Departments-withApproved-Purchasing-Authority).

Page E-4.6

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 5

HOW TO USE CMAS
Agencies must adhere to the detailed
requirements in the State Contracting Manual
(SCM) when using CMAS. The requirements
for the following bullets are in the SCM,
Volume 2, Chapter 6 (for non-IT), the SCM,
Volume 3, Chapter 6 (for IT), and the SCM,
Volume FISCAL, Chapter 5 (FISCAL):

Develop a Request for Offer, which
includes a Scope of Work (SOW), and
Bidder Declaration form. For information
on the Bidder Declaration requirements,
see the SCM, Volume 2, Section 3.5.7
and Volume 3, Section 3.4.7.

Search for potential CMAS contractors on
the CMAS website
(www.dgs.ca.gov/PD/About/PageContent/PD-Branch-Intro-AccordionList/Acquisitions/California-MultipleAward-Schedules) and Solicit offers from a minimum of 3 CMAS
contractors including one small business
and/or DVBE, if available, who are
authorized to sell the products and/or
services needed.

If soliciting offers from a certified DVBE,
include the Disabled Veteran Business
Enterprise Declarations form (Standard
843) in the Request for Offer. This
declaration must be completed and
returned by the DVBE prime contractor
and/or any DVBE subcontractors. (See
the SCM Volumes 2, 3, and FISCAL,
Chapter 3).

This is not a bid transaction, so the small
business preference, DVBE incentives,
protest language, intents to award,
evaluation criteria, advertising, etc., are
not applicable.

If less than 3 offers are received, State
agencies must document their file with the
reasons why the other suppliers solicited
did not respond with an offer.

Assess the offers received using best
value methodology, with cost as one of
the criteria.

Issue a Purchase Order to the selected
CMAS contractor.

For CMAS transactions under $10,000,
only one offer is required if the State
agency can establish and document that
the price is fair and reasonable. The fair
and reasonable method can only be used
for non-customizable purchases.

Local governments set their own order limits,
and are not bound by the order limits on the
cover page of this CMAS.

SPLITTING ORDERS
Splitting orders to avoid any monetary
limitations is prohibited.

Do not circumvent normal procurement
methods by splitting purchases into a series of
delegated purchase orders, per Public
Contract Code (PCC) § 10329.

Splitting a project into small projects to avoid
either fiscal or procedural controls is
prohibited, per State Administrative Manual
(SAM) § 4819.34.

MINIMUM ORDER LIMITATION
There is no minimum dollar value limitation on
orders placed under this CMAS.

Page E-4.7

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 6

ORDERING PROCEDURES

1. Purchase Orders
All Ordering Agency purchase order
documents executed under this CMAS
must contain the applicable CMAS number
as show on page 1.

1. State Departments:

Standard 65 Purchase Documents
State departments not transacting in
FI$Cal must use the Purchasing
Authority Purchase Order (Standard 65)
for purchase execution. An electronic
version of the Standard 65 is available
at the DGS-PD website
(www.dgsapps.dgs.ca.gov/osp/Statewid
eFormsWeb/Forms.aspx), select
Standard STD Forms.

FISCAL Purchase Documents State
departments transacting in FISCAL will
follow the FISCAL procurement and
contracting procedures.

2. Local Governmental Departments:

Local governmental agencies may use
their own purchase document for
purchase execution.

The agency is required to complete and
distribute the purchase order. For services,
the agency shall modify the information
contained on the order to include the
service period (start and end date), and
the monthly cost (or other intermittent
cost), and any other information pertinent
to the services being provided. The cost
for each line item should be included in the
order, not just system totals.

The contractor must immediately reject
purchase orders that are not accurate.

Discrepancies are to be negotiated and
incorporated into the purchase order prior
to the products and services being
delivered.

2. Service and Delivery after CMAS
Expiration
The purchase order must be issued before
the CMAS expires. However, delivery of
the products or completion of the services
may be after the CMAS expires (unless
otherwise specifically stated in the
purchase order).

3. Multiple CMAS Agreements on a Single
Purchase Order
Agencies wishing to include multiple
CMAS(s) on a single FISCAL purchase
order must adhere to the following
guidelines:

All CMAS must be for the same CMAS
contractor.

The purchase order must go to one
contractor location.
usually reserved for the contract
number. On Standard
signifies that the purchase order
contains items from multiple CMAS
agreements. The purchasing agency
may only use one bill code.

Page E-4.8

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 7
For each individual CMAS (as
differentiated by alpha suffix), the
agency must identify and group together
the CMAS number with the line items
and subtotal per CMAS number (do not
include tax in the subtotal), and
sequentially identify each individual
CMAS as Sub #1, Sub #2, Sub #3, etc.

This facilitates accurate billing of
administrative fees by the Procurement
Division.

The total of all items on the purchase
order must not exceed the purchase
order limit identified in the CMAS.

Do not combine items from both non-IT
and Information Technology CMAS(s).

A non-IT CMAS begin with the number
The
purchase order limits are different for
these two types of CMAS agreements.

4. Amendments to Agency's Purchase
Orders
Agency purchase orders cannot be
amended if the CMAS has expired.

The SCM, Volumes 2 & 3, Chapter 6.A5.0
and SCM, Volume FISCAL, Chapter

5.A4.0 provides the following direction
regarding amendments to all types of
CMAS purchase orders:

Original orders, which include options for
changes (e.g., quantity or time), that
were evaluated and considered in the
selection for award during the RFO
process, may be amended consistent
with the terms of the original order,
provided that the original order allowed
for amendments. If the original order did
not evaluate options, then amendments
are not allowed unless an NCB is
approved for those amendments.

Amendments unique to non-IT services
are covered in the SCM, Volume 2,
Chapter 6.B2.9 and SCM, Volume
FISCAL, Chapter 5.A4.1 as follows:

If the original contract permitted
amendments, but did not specify the
changes (e.g., quantity or time), it may
be amended, per Public Contract Code
(PCC) § 10335 (d)(1). This only applies
to the first amendment. The time shall
not exceed one year, or add not more
than 30% of the original order value and
may not exceed $250,000. If the original
contract did not have language
permitting amendments, the NCB
process must be followed.

Also, see the SCM, Volumes 2 & 3,
Chapter 8, Topic 6, for more information
on amending purchase orders.

CMAS CONTRACTOR OWNERSHIP

INFORMATION
LookingPoint, Inc. is a large business
enterprise.

SMALL BUSINESS MUST BE

CONSIDERED
Prior to placing orders under the CMAS
program, State agencies shall whenever
practicable first consider offers from small
businesses that have established CMAS
[Government Code (GC) § 14846(b)]. NOTE:

The Department of General Services auditors
will request substantiation of compliance with
this requirement when agency files are
reviewed.

Page E-4.9

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 8
CMAS Small Business and Disabled Veteran
Partners lists
(www.dgs.ca.gov/PD/About/PageContent/PD-Branch-Intro-AccordionList/Acquisitions/California-Multiple-AwardSchedules) can be found on the CMAS website by selecting CMAS
In response to our commitment to increase
participation by small businesses, the
Department of General Services waives the
administrative fee (a fee currently charged to
customer agencies to support the CMAS
program) for orders to certified small business
enterprises.

See the current fees in the DGS Price Book
at: www.dgs.ca.gov/OFS/Price-Book.

SMALL BUSINESS/DVBE - TRACKING
State agencies are able to claim
subcontracting dollars towards their small
business or DVBE goals whenever the CMAS
contractor subcontracts a commercially useful
function to a certified small business or DVBE.

The CMAS contractor will provide the ordering
agency with the name of the small business or
DVBE used and the dollar amount the
ordering agency can apply towards its small
business or DVBE goal.

SMALL BUSINESS/DVBE -

SUBCONTRACTING

1. The amount an ordering agency can
claim towards achieving its small
business or DVBE goals is the dollar
amount of the subcontract award made
by the CMAS contractor to each small
business or DVBE.

2. The CMAS contractor will provide an
ordering agency with the following
information at the time the order is
quoted:
a. The CMAS contractor will state that,
as the prime contractor, it shall be
responsible for the overall execution of
the fulfillment of the order.
b. The CMAS contractor will indicate to
the ordering agency how the order
meets the small business or DVBE
goal, as follows:
i. List the name of each company
that is certified by the Office of
Small Business and DVBE
Services that it intends to
subcontract a commercially useful
function to; and
ii. Include the small business or
DVBE certification number of each
company listed, and attach a copy
of each certification; and
iii. Indicate the dollar amount of each
subcontract with a small business
or DVBE that may be claimed by
the ordering agency towards the
small business or DVBE goal; and
iv. Indicate what commercially useful
function the small business or
DVBE subcontractor will be
providing towards fulfillment of the
order.

3. must be addressed to the prime
Contractor, and the purchase order must
reference the information provided by the
prime Contractor as outlined above.

Page E-4.10

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 9

NEW EQUIPMENT REQUIRED
The State will procure new equipment. All
equipment must be new (or warranted as
newly manufactured) and the latest model in
current production. Used, shopworn,
demonstrator, prototype, or discontinued
models are not acceptable.

Where Federal Energy Management Program
(FEMP) standards are available, all State
agencies shall purchase only those products
that meet the recommended standards. All
products displaying the Energy Star label
meet the FEMP standards.

SPECIAL MANUFACTURED GOODS
Any CMAS for goods to be manufactured by
the CMAS contractor specifically for the State
and not suitable for sale to others may require
progress payments.

TRADE-IN EQUIPMENT
Trade-ins at open market price may be
considered. The product description and
trade-in allowance must be identified on the
purchase order.

Agencies are required to adhere to State
Administrative Manual (SAM) § 3520 through
3520.6, Disposal of Personal Property and
Surplus Personal Property, as applicable,
when trade-ins are considered. A Property
Survey Report, Standard 152, must be
submitted for approval prior to disposition of
any State-owned personal property, including
general office furniture regardless of the
acquisition value, or if the property was
recorded or capitalized for accounting
purposes.

STATE AGENCY BUY RECYCLED

CAMPAIGN (SABRC)
State ordering agencies are required to report
purchases made within the eleven product
categories in the California Department of
Agency Buy Recycled Campaign (SABRC) per
Public Contract Code sections 12200-12217.

Contractor will be required to complete and
return a Recycled-Content Certification form
(www.calrecycle.ca.gov/contracts/forms) upon
request by the state ordering agency.

ELECTRONIC WASTE RECYCLING
State agencies are required to recycle state
owned surplus electronic equipment that has
no useful life remaining (E-Waste), to the
maximum extent possible. State agencies
shall dispose of E-Waste using the services of
the California Prison Industry Authority
(CALPIA), unless the agency meets the
pickup quantity and location exemption criteria
detailed in State Administrative Manual (SAM)
§ 3520.10. Electronic equipment that is usable
and still retains value is not considered EWaste and must be reutilized through the DGS, Office of Fleet and Asset Management
(OFAM) Surplus Personal Property
Warehouse.

State agencies shall determine which
equipment meets the definition of E-Waste or
reusable Electronic Equipment, per the
definitions provided in the State Administrative
Manual Management Memo MM 17-06.

OFAM will validate that equipment meets the
appropriate definition when reviewing the
submitted Property Survey Report
(STANDARD 152).

Please see State Administrative Manual
(SAM) § 3520.10 for more information on this
policy.

Page E-4.11

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 10
Information for submitting a STANDARD 152
can be found on the DGS OFAM surplus
property website
(www.dgs.ca.gov/RESD/Resources/PageContent/Real-Estate-Services-DivisionResources-List-Folder/DGS-Surplus-PropertyHomepage).

Information on the CALPIA E-Waste Program
can be found at:
catalog.calpia.ca.gov/services/e-waste/.

The E-Waste Exemption Request Form EWRF400 can be found at:
www.calpia.ca.gov/calpia/assets/File/ewaste/F
400.pdf.

The electronic waste recycling fee must be
shown as a line item on the agency purchase
order before the CMAS contractor can include
it on their invoice.

PRODUCTIVE USE REQUIREMENTS
The customer in-use requirement applies to
all procurements of information technology
equipment and software, per the SCM,
Volume 3, Chapter 2, Section 2.B6.2 and
SCM, Volume FISCAL, Chapter 2, Section

2.E3.2.

Each equipment or software component must
be in current operation for a paying customer
and the paying customer must be external to
the contractor and not owning the contractor).

To substantiate compliance with the
Productive Use Requirements, the CMAS
contractor must provide upon request the
name and address of a customer installation
and the name and telephone number of a
contact person.

The elapsed time such equipment or software
must have been in operation is based upon
the importance of the equipment or software
for system operation and its cost. The
following designates product categories and
the required period of time for equipment or
software operation prior to approval of the
replacement item on CMAS.

Category 1 - Critical Software: Critical
software is software that is required to control
the overall operation of a computer system or
peripheral equipment. Included in this
category are operating systems, data base
management systems, language interpreters,
assemblers and compilers, communications
software, and other essential system
software.

Cost Installation Final Bid
Submission
More than
$100,000 8 months 6 months
$10,000 up to
$100,000 4 months 3 months
Less than
$10,000 1 month 1 month
Category 2 - All Information Technology
Equipment and Non-Critical Software:

Information technology equipment is defined
in State Administrative Manual (SAM) §
4819.2.

Cost Installation Final Bid
Submission
More than
$100,000 6 months 4 months
$10,000 up to
$100,000 4 months 3 months
Less than
$10,000 1 month 1 month
Page E-4.12

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 11

NOT SPECIFICALLY PRICED (NSP) ITEMS
The only time that open market/incidental, nonschedule items may be included in a CMAS order is when they fall under the parameters of
the Not Specifically Priced (NSP) Items
provision.

CMAS contractors must be authorized
providers of the hardware, software and/or
services they offer under the Not Specifically
Priced (NSP) Items provision.

Agency and CMAS contractor use of the NSP
provision is subject to the following
requirements:

1. Purchase orders containing only NSP
items are prohibited.

2. A purchase order containing NSP items
may be issued only if it results in the
lowest overall alternative to the State.

3. NSP items shall be clearly identified in the
order. Any product or service already
specifically priced and included in the base
contract may not be identified as an NSP
item.

4. NSP Installation Services: The CMAS
contractor is fully responsible for all
installation services performed under the
CMAS. Product installations must be
performed by manufacturer authorized
personnel and meet manufacturer
documented specifications. The prime
contractor, as well as any subcontractors,
must hold any certifications and/or
licenses required for the project. The total
dollar value of all installation services
included in the purchase order cannot
exceed the dollar value of the products
included in the purchase order, nor can
they exceed the NSP Maximum Order
Limitation.

5. Maximum Order Limitation: For orders
$250,000, or less, the total dollar value of
all NSP items included in a purchase order
shall not exceed $5,000. For orders
exceeding $250,000, and at the option of
the contractor, the total dollar value of all
NSP items in a purchase order shall not
exceed 5% of the total cost of the order, or
$25,000 whichever is lower.

6. An NSP item included in an order issued
against a CMAS is subject to all of the
terms and conditions set forth in the
contract.

7. Trade-ins, upgrades, involving the
swapping of boards, are permissible,
where the contract makes specific
provisions for this action. In those
instances where it is permitted, the
purchase order must include the
replacement item and a notation that the
purchase involves the swapping of a
board.

The following NSP items ARE
SPECIFICALLY EXCLUDED from any order
issued under this CMAS:

1. Items not intended for use in directly
supporting the priced items included in the
same order. An NSP item must be
subordinate to the specifically priced item
that it is supporting. For example, a cable,
which is not otherwise specifically priced in
the base contract, is subordinate to a
specifically priced printer or facsimile
machine, and is eligible to be an NSP item
subject to that cable meeting the
remaining NSP requirements. However, a
printer or facsimile machine, which is not
otherwise specifically priced in the base
contract, is not subordinate to a
specifically priced cable, and is not eligible
to be an NSP item.

Page E-4.13

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 12

2. Supply type items, except for the minimum
amount necessary to provide initial support
to the priced items included in the same
order.

3. Items that do not meet the Productive Use
Requirements for information technology
products, per the SCM, Volume 3, Chapter
2, Section 2.B6.2 and SCM, Volume
FISCAL, Chapter 2, Section 2.E3.2.

4. Any other item or class of items
specifically excluded from the scope of this
CMAS.

5. Public Works components NOT incidental
to the total purchase order amount.

6. Products or services the CMAS contractor
is NOT factory authorized or otherwise
certified or trained to provide.

7. Follow-on consultant services that were
previously recommended or suggested by
the same CMAS contractor.

The CMAS contractor is required to reject
purchase orders containing NSP items that do
not conform to the above requirements. The
CMAS contractor will promptly notify the
agency issuing the non-conforming order of its
non-acceptance and the reasons for its nonacceptance.

STATE AND LOCAL GOVERNMENTS CAN

USE CMAS
State and local government agency use of
CMAS is optional. A local government is any
city, county, city and county, district, or other
local governmental body or corporation,
including UC, CSU, K-12 schools and
community colleges empowered to expend
public funds. While the State makes this
CMAS available, each local government
agency should make its own determination
whether the CMAS program is consistent with
their procurement policies and regulations.

UPDATES AND/OR CHANGES
A CMAS amendment is not required for
updates and/or changes once the update
and/or change becomes effective for the
federal GSA schedule, except as follows:

A CMAS amendment is required when the
CMAS is based on specific products
multiple award contract and the contractor
products and/or services.

A CMAS amendment is required for new
federal contract terms and conditions that
constitute a material difference from
existing contract terms and conditions. A
material change has a potentially
significant effect on the delivery, quantity
or quality of items provided, the amount
paid to the contractor or on the cost to the
State.

A CMAS amendment is required to update
and/or change terms and conditions and/or
products and services based on a non-federal
GSA multiple award contract.

Page E-4.14

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 13

SELF-DELETING FEDERAL GSA TERMS

AND CONDITIONS
Instructions, or terms and conditions that
appear in the Special Items or other
provisions of the federal GSA and apply to the
purchase, license, or rental (as applicable) of
products or services by the US Government in
the United States, and/or to any overseas
location shall be self-deleting. (Example:
"Examinations of Records" provision).

Federal regulations and standards, such as
Federal Acquisition Regulation (FAR), Federal
Information Resources Management
Regulation (FIRMR), Federal Information
Processing Standards (FIPS), General
Services Administration Regulation (GSAR),
or Federal Installment Payment Agreement
(FIPA) shall be self-deleting. Federal blanket
orders and small order procedures are not
applicable.

ORDER OF PRECEDENCE
The CMAS Terms and Conditions takes
precedence if there is a conflict between the
terms and conditions of the contractor's
federal GSA, (or other multiple award
contract), packaging, invoices, catalogs,
brochures, technical data sheets or other
documents (see CMAS Terms and
Conditions, CONFLICT OF TERMS).

APPLICABLE CODES, POLICIES AND

GUIDELINES
All California codes, policies, and guidelines
are applicable. THE USE OF CMAS DOES

NOT REDUCE OR RELIEVE STATE

AGENCIES OF THEIR RESPONSIBILITY TO

MEET STATEWIDE REQUIREMENTS

REGARDING CONTRACTING OR THE

PROCUREMENT OF GOODS OR
SERVICES. Most procurement and contract
codes, policies, and guidelines are
incorporated into CMAS agreements.

Nonetheless, there is no guarantee that every
possible requirement that pertains to all the
different and unique State processes has
been included.

PAYMENTS AND INVOICES

1. Payment Terms
Payment terms for this CMAS are net 45
days.

Payment will be made in accordance with
the provisions of the California Prompt
Payment Act, Government Code (GC) §
927 et. seq. Unless expressly exempted
by statute, the Act requires State agencies
to pay properly submitted, undisputed
invoices not more than 45 days after (1)
the date of acceptance of goods or
performance of services; or (2) receipt of
an undisputed invoice, whichever is later.

Page E-4.15

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 14

2. Payee Data Record (Standard 204)
State Agencies not transacting in FISCAL,
must obtain a copy of the Payee Data
Record (Standard 204) in order to process
payments. State Ordering Agencies
forward a copy of the Standard 204 to their
accounting office(s). Without the Standard
204, payment may be unnecessarily
delayed. State Agencies should contact
the CMAS contractor for copies of the
Payee Data Record.

3. DGS Administrative and Incentive Fees
Orders from State Agencies:

The Department of General Services
(DGS) will bill each State agency directly
an administrative fee for use of CMAS.

The administrative fee should NOT be
included in the order total, nor remitted
before an invoice is received from DGS.

This administrative fee is waived for CMAS
purchase orders issued to California
certified small businesses.

See the current administrative fees in the
DGS Price Book
(www.dgs.ca.gov/OFS/Price-Book).

Orders from Local Government
Agencies:

CMAS contractors, who are not California
certified small businesses, are required to
remit to the DGS an incentive fee equal to

1.25% of the total of all local government
agency orders (excluding sales tax and
freight) placed against their CMAS. The
incentive fee is in lieu of local government
agencies being billed the above
referenced DGS administrative fee.

This incentive fee is waived for CMAS
purchase orders issued to California
certified small businesses.

The check covering this fee shall be made
payable to the Department of General
Services, CMAS Unit, and mailed to the
CMAS Unit along with the applicable
Quarterly Report. See the provision in this
ormation on when
and where to send these checks and
reports.

4. Contractor Invoices
Unless otherwise stipulated, the CMAS
contractor must send their invoices to the
agency address set forth in the purchase
order. Invoices shall be submitted in
triplicate and shall include the following:

CMAS number
Agency purchase order number
Agency Bill Code (State Only)
Line item number
Unit price
Extended line item price
Invoice total
State sales tax and/or use tax shall be
itemized separately and added to each
invoice as applicable.

The company name on the CMAS,
purchase order and invoice must match or
approve payment.

5. Advance Payments
Advance payment is allowed for services
only under limited, narrowly defined
circumstances, e.g., between specific
departments and certain types of nonprofit organizations, or when paying another government agency (Government
Code (GC) § 11256 11263 and 11019).

Page E-4.16

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 15
It is NOT acceptable to pay in advance,
except software maintenance and license
fees, which are considered a subscription
and may be paid in advance if a provision
addressing payment in advance is
included in the purchase order.

Software warranty upgrades and
extensions may also be paid for in
advance, one time.

6. Credit Card
LookingPoint, Inc. does not accept the
State of California credit card (CAL-Card).

7. Lease/Purchase Analysis
State agencies must complete a
Lease/Purchase Analysis (LPA) to
determine best value when contemplating
a lease/rental, and retain a copy for future
audit purposes (State Administrative
Manual (SAM) § 3710).

For short-term rental equipment, the
lease/purchase analysis must be approved
by the Department of General Services,
Office of legal Services.

The lease/purchase analysis for all other
purchases must be approved by the
Department of General Services, GS
SMart State Financial Marketplace. Buyers
may contact the GS SMart Administrator,
Kris Bianchini via email at
[email protected] for
further information.

8. Leasing
The State reserves the right to select the
form of payment for all procurements, be it
either an outright purchase with payment
rendered directly by the State, or a
financing/lease-purchase or operating
lease via the State Financial Marketplace
(GS SMart and/or Lease SMart). If
payment is via the financial marketplace,
the Supplier will invoice the State and the
State will approve the invoice and the
selected Lender/Lessor for all product
document will pay the supplier on behalf of
the State.

Buyers may contact the GS SMart
Administrator, Kris Bianchini via email at
[email protected] for further
information.

9. Maintenance Tax
The California Department of Tax and Fee
Administration has ruled that in
accordance with Section 1546 of the Sales
and Use Tax Regulations of the Business
Taxes Law Guide, whenever optional
maintenance contracts include
consumable supplies, such supplies are
subject to sales tax.

Generally, the State has two options:

1. For agreements that provide for only
maintenance services (i.e., the
furnishing of labor and parts
necessary to maintain equipment), the
charges for the provision of
maintenance services are not taxable.

Page E-4.17

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 16

2. For agreements that provide for both
maintenance services and
consumable supply items (i.e., toner,
developer, and staples, for example),
the provision of the consumable
supplies is considered a taxable sale
of tangible personal property.

Therefore, State agencies awarding
optional maintenance contracts are
responsible for paying the applicable
sales tax on the consumable supplies
used during the performance period of
the maintenance contract.

The Contractor will be required to
itemize the consumables being taxed
for State accounting purposes.

CONTRACTOR QUARTERLY REPORT

PROCESS
CMAS contractors are required to submit a
detailed CMAS Business Activity Report on a
quarterly basis to the CMAS Unit. See
Attachment B for a copy of this form and
instructions.

This report shall be mailed to:

Department of General Services
Procurement Division CMAS Unit
Attention: Quarterly Report Processing
PO Box 989052, MS #2-202
West Sacramento, CA 95798-9052
Reports that include checks for incentive fees
must be mailed and shall not be e-mailed. All
other reports may be e-mailed to the attention
of Quarterly Report Processing as follows:

CMAS Unit E-Mail: [email protected]
For the full instructions on completing and
submitting CMAS Quarterly Business Activity
Reports, and a soft copy of a blank quarterly
report form, go to the CMAS website
(www.dgs.ca.gov/PD/About/PageContent/PD-Branch-Intro-AccordionList/Acquisitions/California-Multiple-AwardSchedules) and Important things to remember regarding
CMAS Quarterly Business Activity Reports
A report is required for each CMAS, each
quarter, even when no new purchase
orders are received in the quarter.

A separate report is required for each
CMAS.

Each purchase order must be reported
only once in the quarter identified by
the purchase order date, regardless of
when the services were performed, the
products were delivered, the invoice
was sent, or the payment was
received.

Purchase orders from State and local
government agencies must be separated
on the report, as shown in the
instructions.

CMAS contractors must report the sales
activity for all resellers listed on their
CMAS.

Any report that does not follow the
required format or excludes required
information will be deemed incomplete
and returned to the CMAS contractor for
corrections.

Taxes and freight must not be included in
the report.

CMAS contractors must attach to their
quarterly report a check covering the
required incentive fee for all CMAS sales
to local government agencies (see more
information below).

Page E-4.18

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 17
New CMAS agreements, renewals,
extensions, and amendments will be
approved only if the CMAS contractor has
submitted all required quarterly reports
and incentive fees.

CMAS Quarterly Business Activity Reports
are due in the CMAS Unit within two weeks
after the end of each quarter as shown below: Quarter D ate R ange D ue D ate Quarter 1 Jan 1 to Mar 31 Due Apr 15 Quarter 2 Apr 1 to Jun 30 Due Jul 15
Quarter 3 Jul 1 to Sep 30 Due Oct 15
Quarter 4 Oct 1 to Dec 31 Due Jan 15

CONTRACTOR QUARTERLY INCENTIVE
FEES
CMAS contractors who are not California
certified small businesses must remit to DGS
an incentive fee equal to 1.25% of the total of
all local government agency orders (excluding
sales tax and freight) placed against their
CMAS agreement(s). This incentive fee is in
lieu of local government agencies being billed
the above referenced DGS administrative fee.

CMAS contractors cannot charge local
government agencies an additional 1.25%
charge on a separate line item to cover the
incentive fee. The CMAS contractor must
include the 1.25% incentive fee in the price of
the products or services offered, and the line
item prices must not exceed the applicable
base contract prices.

A local government agency is any city, county,
district, or other local governmental body,
including the California State University (CSU)
and University of California (UC) systems, K12 public schools and community colleges empowered to expend public funds.

This incentive fee is waived for CMAS
purchase orders issued to California certified
small businesses.

The check covering this fee shall be made
payable to the Department of General
Services, CMAS Unit, and mailed to the
CMAS Unit along with the applicable
Quarterly Report. See the provision in this
to send these checks and reports.

OBTAINING COPY OF ORIGINAL CMAS

AND AMENDMENTS
A copy of a CMAS and amendments, if any,
can be obtained at Cal eProcure
(caleprocure.ca.gov). A complete CMAS
consists of the following:

CMAS cover pages (which includes the
signature page, ordering instructions and
special provisions, and any attachments
or exhibits as prepared by the CMAS
Unit)
CMAS Terms and Conditions.

Federal GSA (or Non-GSA) terms and
conditions
Product/service listing and prices
Amendments, if applicable.

It is important for the agency to confirm that
the required products, services, and prices
are included in the CMAS and are at or below
base contract rates. To streamline
substantiation that the needed items are in the
base contract, the agencies should ask the
CMAS contractor to identify the specific pages
from the base contract that include the
required products, services, and prices.

Agencies should save these pages for their
file documentation.

Page E-4.19

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 18

CONTRACTORS ACTING AS FISCAL

AGENTS ARE PROHIBITED
When a subcontractor ultimately provides all
of the products or performs all of the services
that a CMAS contractor has agreed to
provide, and the prime contractor only
handles the invoicing of expenditures, then
the prime contractor's role becomes that of a
fiscal agent because it is merely
administrative in nature, and does not provide
a Commercially Useful Function (CUF). It is
unacceptable to use fiscal agents in this
manner because the agency is paying
unnecessary administrative costs.

AGENCY RESPONSIBILITY
Each agency is responsible for its own
contracting program and purchasing
decisions, including use of the CMAS program
and associated outcomes.

This responsibility includes, but is not
necessarily limited to, ensuring the necessity
of the services, securing appropriate funding,
complying with laws and policies, preparing
the purchase order in a manner that
safeguards t
required approvals, and documenting
compliance with Government Code (GC) §
19130.b (3) for outsourcing services.

It is the responsibility of each agency to
consult as applicable with their legal staff and
contracting offices for advice depending upon
the scope or complexity of the purchase
order.

If you do not have legal services available to
you within your agency, the DGS Office of
Legal Services is available to provide services
on a contractual basis.

CONFLICT OF INTEREST
Agencies must evaluate the proposed
purchase order to determine if there are any
potential conflict of interest issues. See the
CMAS Terms and Conditions, Conflict of
Interest, for more information.

FEDERAL DEBARMENT
When federal funds are being expended, the
agency is required to obtain (retain in file) a
the CMAS contractor before the purchase
order is issued.

This certification is required by the regulations
implementing Executive Order 12549,
Debarment and Suspension, 29 CFR Part 98,
Section 98.510, Participants; responsibilities.

The regulations were published as Part VII of
the May 26, 1988 Federal Register (pages
19160-19211).

CONTRACTOR TRAVEL
The Travel provision is not applicable to this
CMAS.

LIQUIDATED DAMAGES FOR LATE

DELIVERY
The value of the liquidated damages cannot
be a penalty, must be mutually agreed upon
by agency and contractor and included in the
purchase order to be applicable.

Page E-4.20

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 19

ACCEPTANCE TESTING CRITERIA
If the agency wants to include acceptance
testing for all newly installed technology
systems, and individual equipment, and
machines which are added or field modified
(modification of a machine from one model to
another) after a successful performance
period, the test criteria must be included in the
purchase order to be applicable.

AMERICANS WITH DISABILITY ACT (ADA)
Section 504 of the Rehabilitation Act of 1973
as amended; Title VI and VII of the Civil
Rights Act of 1964 as amended; Americans
with Disabilities Act, 42 USC 12101; California
Code of Regulations, Title 2, Title 22;
California Government Code, Sections 11135,
et seq.; and other federal and State laws, and
Executive Orders prohibit discrimination. All
programs, activities, employment
opportunities, and services must be made
available to all persons, including persons
with disabilities. See Attachment A for
Policy of Nondiscrimination on the Basis of
Disability.

Individual government agencies are
responsible for self-compliance with ADA
regulations.

Contractor sponsored events must provide
reasonable accommodations for persons with
disabilities.

DGS PROCUREMENT DIVISION CONTACT

AND PHONE NUMBER
Department of General Services
Procurement Division, CMAS Unit
707 Third Street, 2nd Floor, MS 2-202
West Sacramento, CA 95605-2811
Phone # (916) 375-4365
Page E-4.21

CALIFORNIA MULTIPLE AWARD SCHEDULE (CMAS)
LOOKINGPOINT, INC.

CMAS NO. 3-20-70-3092D
Ordering Instructions and Special Provisions 20

ATTACHMENT A

ADA NOTICE
Procurement Division (State Department of General Services)

AMERICANS WITH DISABILITIES ACT (ADA) COMPLIANCE

POLICY OF NONDISCRIMINATION ON THE BASIS OF DISABILITY
To meet and carry out compliance with the nondiscrimination requirements of the Americans with Disabilities Act (ADA), it is the policy of the Procurement Division (within the State Department of General Services) to make every effort to ensure that its programs, activities, and services are available to all persons, including persons with disabilities.

For persons with a disability needing a reasonable accommodation to participate in the Procurement process, or for persons having questions regarding reasonable accommodations for the Procurement process, please contact the Procurement Division at (916) 375-4400 (main office); the Procurement Division TTY/TDD (telephone device for the deaf) or California Relay Service numbers which are listed below. You may also contact directly the Procurement Division contact person who is handling this procurement.

IMPORTANT: TO ENSURE THAT WE CAN MEET YOUR NEED, IT IS BEST THAT WE RECEIVE YOUR REQUEST AT LEAST 10 WORKING DAYS
BEFORE THE SCHEDULED EVENT (i.e., MEETING, CONFERENCE,
WORKSHOP, etc.) OR DEADLINE DUE-DATE FOR PROCUREMENT
DOCUMENTS.

The Procurement Division TTY telephone numbers are:

Sacramento Office: 916-376-5127 (CALNET 480-5127)
The California Relay Service Telephone Numbers are:

Voice: 1-800-735-2922, or 7-1-1
Speech to Speech Service: 1-800-854-7784
Page E-4.22
Updated 7/2019 CMAS QUARTERLY BUSINESS ACTIVITY REPORT Company Name: CMAS Number: For Questions Regarding this Report Contact: Name: Phone Number: E-mail: Reporting Calendar Year: Revision Reporting Quarter: Q1 (January to March) Q2 (April to June) Q3 (July to September) Q4 (October to December) Check Here if No New Orders for This Quarter STATE GOVERNMENT AGENCY PURCHASES State Agency Name Purchase Order Number Purchase Order Date Total Dollars Per Purchase Order Agency Contact Agency Address Phone Number Total State Agency Dollars Reported for Quarter: $ LOCAL GOVERNMENT AGENCY PURCHASES Local Government Agency Name Purchase Order Number Purchase Order Date Total Dollars Per Purchase Order Agency Contact Agency Address Phone Number Page Total Local Government Agency Dollars for Quarter: $ E-4.23 1.25% Remitted to DGS (does not apply to CA certified Small Businesses): $ Total of State and Local Government Agency Dollars Reported for this Quarter: $ Ordering Instructions and Special Provisions 22

ATTACHMENT B
CMAS Quarterly Business Activity Report
Instructions for completing the CMAS Quarterly Business Activity Report

1. Complete the top of the form with the appropriate information for your company.

2. Agency Name - Identify the State agency or Local Government agency that issued the order.

3. Purchase Order Number - Identify the purchase order number (and amendment number if applicable) on the order form. This is not your invoice number. This is the number the State agency or Local Government agency assigns to the order.

4. Purchase Order Date - Identify the date the purchase order was issued, as shown on the order. This is not the date you received, accepted, or invoiced the order.

5. Total Dollars Per Purchase Order - Identify the total dollars of the order excluding tax and freight. Tax must NOT be included in the quarterly report, even if the agency includes tax on the purchase order. The total dollars per order should indicate the entire purchase order amount (less tax and freight) regardless of when you invoice order, perform services, deliver product, or receive payment.

6. Agency Contact - 7. Agency Address - hase order.

8. Phone Number - 9. Total State Sales & Total Local Sales - Separately identify the total State dollars and/or Local Government agency dollars (pre-tax) for all orders placed in quarter.

10. 1.25% Remitted to DGS - Identify 1.25% of the total Local Government agency dollars reported for the quarter. This is the amount to be remitted to DGS by contractors who are not California certified small businesses.

11. Grand Total - Identify the total of all State and Local Government agency dollars reported for the quarter.

Notes:

A report is required for each CMAS, each quarter, even if there are no new orders for the quarter.

Quarterly reports are due two weeks after the end of the quarter.

Page E-4.24
Network Upgrades
Quote #012753 v1
Date Issued: 11.30.2022
Expires: 12.15.2022
Prepared For: Prepared By:

City of Menlo Park LookingPoint
Jepry Sotto
701 Laurel Street
Menlo Park, CA 94025
Chuck Davis
391 Taylor Blvd. Suite 120
Pleasant Hill, CA 94523
P: (650) 330-6645 P: 925-566-3480
E: [email protected] E: [email protected]
Purchase Order Payable to:

LookingPoint
391 Taylor Blvd. Suite 120
Pleasant Hill, CA 94523
Federal Tax ID: 27-1173205
Email or FAX Purchase Order and this form to:

[email protected] or
FAX:925-405-3847
Line # Product Cisco Qty Price Per Extended Price
1 Catalyst 9300 48-port(12 mGig&36 2.5Gbps) Network Essentials 5 $6,268.31 $31,341.55 2 SNTC-8X5XNBD Catalyst 9300 48-port(12 mGig36 2.5Gbps 5 $2,754.48 $13,772.40 3 1100W AC 80+ platinum Config 1 Secondary Power Supply 5 $893.89 $4,469.45 4 C9300 DNA Essentials, 48-port, 3 Year Term license 5 $526.92 $2,634.60 5 Catalyst 9300 8 x 10GE Network Module 5 $1,199.69 $5,998.45 6 Catalyst 9300 24-port mGig and UPOE, Network Essentials 4 $6,294.82 $25,179.28 7 SNTC-8X5XNBD Catalyst 9300 24-port mGig and UPOE, Net 4 $2,766.17 $11,064.68 8 1100W AC 80+ platinum Config 1 Secondary Power Supply 4 $893.89 $3,575.56 9 C9300 DNA Essentials, 24-Port, 3 Year Term License 4 $286.99 $1,147.96 10 Catalyst 9300 8 x 10GE Network Module 4 $1,199.69 $4,798.76 Subtotal $103,982.69
Line # Product Shipping Qty Price Per Extended Price
1 Shipping Shipping is FOB: Origin 1 $50.00 $50.00
Subtotal $50.00
Quote Summary Amount
Cisco $103,982.69
Subtotal: $103,982.69
Shipping: $50.00
Tax: $8,578.57
Total: $112,611.26
Quote #012753 v1 Page: 1 of 3
ATTACHMENT B Page E-4.25
Network Upgrades
Quote #012753 v1
Date Issued: 11.30.2022
Expires: 12.15.2022
By signing this quote you agree to the terms and conditions attached.

Acceptance
LookingPoint City of Menlo Park
Chuck Davis
Signature / Name Signature / Name Initials
11/30/2022
Date Date
Quote #012753 v1 Page: 2 of 3
Page E-4.26
Network Upgrades
Quote #012753 v1
Date Issued: 11.30.2022
Expires: 12.15.2022
Terms
General. This quote constitutes the confidential information of LookingPoint. It is provided for the benefit of the client only and shall not be provided to any third parties.

Limitation of Liability. Under no circumstances shall company, or its respective officers or agents, be liable for any direct, indirect, incidental, consequential, special, punitive, or exemplary damages, including negligence, loss of business, revenue, profits, use, data or other economic advantage (even if they have been advised of the possibility of such damages) and even if such damages were foreseeable, arising from the use of or inability to use the client’s or customer’s system and/or components; or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, transmission, or any failure of performance. In no event shall any liability exceed the amount invoiced under the applicable order.

Licensing, SaaS and Calling Agreements. Initial billing for recurring agreements will start once service is activated, regardless of installation status. The initial term of the agreement is stated in the quote and there will be no early termination, the remaining contract value will be assessed for cancellations. All subscriptions will autorenew, are  subject to pricing changes and a true up based on actual usage. Manufacturer Terms of Service shall govern your use of the features and functions provided in the Service: OEM T&Cs All overages and toll free calling will be billed based on usage the following month. For Global Call Me (1) and Global Toll Free (1) Committed Rates Cisco Committed Rates apply.

Payment Terms. Payment terms are subject to credit approval. All hardware, software and licensing will be invoiced when shipped.

Credit Card Payments. A service charge equal to 4% will be applied to all credit card transactions.

Late Payments. A service charge equal to 18% APR will be assessed each month on all amounts past due 30 days or more until paid.

Shipping. All shipping is FOB: ORIGIN. All shipping charges are estimated based on requested class of shipping (Next Day, Second day, etc.). Taxes, handling and other fees may apply.

Taxes. All prices are based on U.S. dollars. Customer shall be solely responsible for the payment of all taxes, including any interest and penalties, in connection with the purchase, including but not limited to any sales, use, excise, value-added taxes (“VAT”), consumption, and other taxes and duties assessed on the, except if Customer provides the Company with a tax exemption certification acceptable to all relevant taxing authorities.

Returns. Factory sealed returns are subject to OEM T&Cs and approval. Customer is responsible for returning equipment within the return window as described in the RMA instructions, provided upon approval. All invoices related to this quote must be paid within terms. A Credit Memo will be issued once the credit is received by LookingPoint, and 25% restocking fee will be applied. The process can take anywhere from 30-90 days. VMware, APC and Microsoft are non-returnable Order Cancellation Policy Cisco, Meraki, VMware, APC and Microsoft orders will be non-cancellable and cannot be modified starting 45 days prior to the current estimated ship date. Non-cancellable orders are not eligible for RMA credit and are not eligible for an RMA exception Quote #012753 v1 Page: 3 of 3
Page E-4.27
Administrative Services

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

STAFF REPORT
City Council
Meeting Date: 1/10/2023
Staff Report Number: 23-001-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, 2022
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 (BMR) housing fees are included in this report to inform the City Council in accordance with BMR Guidelines 14.5 under Resolution No. 6708.

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 the fiscal year 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 E-5 Page E-5.1
Staff Report #: 23-001-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov 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 the City of Menlo Park and surrounding cities and the region, 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 transportation impact fee methodology was put in place effective December 6, 2009, with the addition of Section 13.26 to the municipal code,. 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 fee program became effective in February 2020, and are adjusted annually according to the Engineering News Record construction cost index. Current 2022 fees are listed below:

Transportation impact fee
Land use Unit 2022 fee amount*
Office Sq.Ft. $ 21.88
Research and development Sq.Ft. 9.32
Manufacturing Sq.Ft. 12.76
Warehousing Sq.Ft. 3.62
Restaurant Sq.Ft. 12.76
Retail Sq.Ft. 12.76
Single-family Dwelling
units 18,845.59
Multifamily Dwelling
units 6,351.83
Hotel Per room 11,421.56
Medical office Sq.Ft. 65.87
Child care Sq.Ft. 0
Secondary dwelling unit Dwelling
units 0
*As of June 2022, ENR Construction Cost Index % Change for San Francisco =14.1 If land use is not one of the above, use this formula: $19,035.94 * Total PM Peak Hour Trips
Page E-5.2
Staff Report #: 23-001-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov For fiscal year 2021-22, the City received total revenue of $2,484,739 ($2,675,719 in fees, $180,992 in interest earnings and other revenue, and a negative $371,972 due to unrealized loss adjustment on investments.) The unrealized gain/(loss) on investments is an accounting requirement to reflect the yearend value of the investment and not a cash loss, provided investments are held until maturity. For the same period, the City expended a total of $511,353 on projects eligible for funding under this revenue source.

Accordingly, net revenue for the year totaled $1,973,386 and the ending balance as of June 30, 2022, is $8,828,075. 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 $27,534,567 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 2022 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 2021-22, the City received developer fees of $1,440, interest income of $1,087 and had negative $3,967 due to unrealized loss adjustment on investments. For the same period, the City did not expend any funds on projects eligible for funding under this revenue source. Accordingly, net revenue for the year for the year totaled ($1,440) and the ending balance as of June 30, 2022, is $93,449. Of this amount, all funds are available for use to meet planned projects eligible for this funding source. The City plans to use the remaining funds to support storm drain improvements identified in the citywide stormwater master plan currently in development. 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. Although the fee is not required reporting under AB 1600, staff is providing a brief update here consistent with past practice. The fee is charged on new residential subdivisions as authorized under Municipal Code section 15.16.020 in accordance with the Quimby Act and summarized in the City’s 2022 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 2021-22, the City received total revenue of $445,809 ($519,400 in fees, $39,653 in interest income and negative $113,244 due to unrealized loss adjustment on investments. For the same period, the City expended a total of $1,263,010 on projects eligible for funding under this revenue source. Accordingly, net revenue for the year for the year totaled ($817,201) and the ending balance as of June 30, 2022, is Page E-5.3
Staff Report #: 23-001-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov $2,823,576. 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 $2,682,709 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 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 2022 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 2021-22, the City received total revenue of $1,555,385 ($1,435,257 in fees, $253,522 in a One Bay Area grant for paving Santa Cruz and Middle Avenues, $71,537 in interest income and negative $204,932 in unrealized loss adjustment on investments.) For the same period, the City expended a total of $664,082 on projects eligible for funding under this revenue source. Accordingly, net revenue for the year totaled $891,302 and the ending balance as of June 30, 2022, is $6,011,991. 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 $9,237,020 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 fees
The BMR fee is not an impact fee; therefore, staff is not required to include the following summary per AB1600. Staff is including this section to comply with annual reporting requirements in section 14.5 of the BMR Guidelines. 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 BMRs. • Residential developments of 20 units or more are required to provide 15 percent of the housing at BMRs.

For new commercial developments equal to or greater than 10,000 square feet that generate employment opportunities, the commercial linkage fee for fiscal year 2021-22 was established as follows:
• Group A: $20.46 per square foot of net new gross floor area for most commercial uses • Group B: $11.10 per square foot of net new gross floor area for defined uses that generate fewer employees
For fiscal year 2021-22, the City received total revenue of $1,662,735, primarily from BMR housing commercial linkage fees, interest income and proceeds from the sale of assets. For the same period, the City expended a total of $520,104 on projects eligible for funding under this revenue source. Accordingly, net revenue for the year totaled $1,142,637 and the ending balance as of June 30, 2022, is $32,693,791. Of this amount, $7,701,456 is available after existing loans, to meet current or planned projects eligible for this funding source.

Page E-5.4
Staff Report #: 23-001-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov 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 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. Staff continues to work on the $1.2 million funding agreement details and the program should begin in early 2023. 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 2023. 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.

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 2021-22 represented $4,631,816. As described above, the BMR housing 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, 2022, 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 fee financial report
Report prepared by:

Rani M. Singh, Interim Finance and Budget Manager
Adrian B Patino, Management Analyst II
Eren Romero, Interim Housing Manager
Report reviewed by:

Marvin Davis, Interim Finance Director
Page E-5.5
City of Menlo Park
Transportation Impact Fee Financial Report (Fund 351)
Transportation Impact Fees 2017-18 2018-19 2019-20 2020-21 2021-22 Beginning balance $ 3,671,623 $ 4,827,758 $ 7,339,432 $ 7,202,952 $ 6,854,689 Developer Fees 1,525,690 2,410,325 255,091 106,028 2,675,719 Returned to Developer 0 0 0 (177,480) 0
Interest income and other 36,360 404,242 197,163 115,156 180,992 Unrealized gain/(loss on investment) (371,972)
Expenditures (405,915) (302,893) (588,734) (391,967) (511,353) Non-traffic impact fee transfer 0 0 0 0 0
Ending Balance $4,827,758 $7,339,432 $7,202,952 $6,854,689 $8,828,074 2021-22 Transportation Impact Fee Project Expenditures Total TIF Expended Fee % Share Construction
start date1
Haven Avenue Streetscape $ 48,526 100% 2023
Middle Avenue Caltrain Crossing Study $ 173,751 100% 2025 Traffic Signal Modifications* $ 200,590 100% April 2021 Pierce Road Sidewalk & San Mateo Bike Route Installation $ 9,190 100% August 2020 Other $ 79,296 100% n/a
Total $511,353
*Expense related to Ravenswood and Laurel Street Signal and Video detection system instal at Willow Road and Gilbert Avenue
Transportation Impact Fee Future Projects TIF funding
2022-23
Other
Funding
TIF Funding
2023-27
Total TIF
future needs
Middle Avenue Caltrain Crossing Study Design and
Construction $ 5,933,997 $ - $ 8,900,000 $ 14,833,997
Traffic Signal Modifications $ 1,211,544 $ - $ 1,400,000 $ 2,611,544 Transportation project (minor) $ 543,784 $ 496,839 $ 700,000 $ 1,243,784 Haven Avenue Streetscape Improvement $ 1,021,495 $ 1,400,000 $ - $ 1,021,495 Willow Oaks Bike Connector $ 500,000 $ - $ - $ 500,000
ECR Crossings Improvements $ 307,087 $ - $ - $ 307,087
Willow Rd & Newbridge St Bicycle and Pedestrian Improvement $ 400,000 $ - $ 5,600,000 $ 6,000,000 Pierce Road Sidewalk and San Mateo Bike Route Installation $ 629,737 $ - $ - $ 629,737 Transit Improvements $ 186,923 $ - $ - $ 186,923
Middle Avenue Complete Streets Study $ 200,000 $ - $ - $ 200,000 Total $27,534,567
Collected Developer Fees 2021-22
300 Constitution Drive $2,402,431
1300 El Camino Real $219,082
661 Partridge Avenue $33,033
1010 Mallet Court $16,517
1105 Hollyburne Avenue $3,394
1540 El Camino Real $1,261
Total $2,675,719
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 E-5.6
City of Menlo Park
Storm Drainage Impact Fee Financial Report (Fund 354)
Storm Drainage Impact Fees 2017-18 2018-19 2019-20 2020-21 2021-22 Beginning balance $176,446 $168,480 $174,688 $160,066 $94,889 Developer fees 7,270 2,250 6,150 900 1,440
Interest income 2,166 3,958 4,206 2,286 1,087
Unrealized gain/(loss on investment) (3,967)
Expenditures (17,402) 0 (24,978) (68,363) 0
Ending Balance $168,480 $174,688 $160,066 $94,889 $93,449 Storm Drainage Impact Fee Fund Expenditures Total SDIF
Expended Fee % Share
Construction
start date1
All projects $ - 0% n/a
Total $ -
Storm Drainage Impact Fee Future Projects Total
Budget
2022-23
SDIF
Funding
Other funding
Sources 2022-
23 2023-2027 Total
Storm System Funding Study $ 110,000 $ - $ 110,000 $ - $ - Total $ -
Collected Developer Fees 2021-22
1021 Evelyn St $450
661 Partridge Ave $300
1105 Hollyburne Ave $240
2300 Tioga Dr $450
Total $1,440
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. $ 110,000
ATTACHMENT B Page E-5.7
City of Menlo Park
Recreation In-Lieu Impact Fee Financial Report (Fund 256) Recreation In-Lieu Impact Fees 2017-18 2018-19 2019-20 2020-21 2021-22 Beginning balance $1,167,732 $3,745,549 $3,553,462 $2,964,040 $3,640,777 Developer Fees 2,619,200 205,800 313,600 705,600 519,400 Interest income 36,958 81,234 97,406 47,547 39,653
Unrealized gain/(loss on investment) (113,244)
Expenditures (78,341) (479,121) (1,000,428) (76,410) (1,263,010) Ending balance $3,745,549 $3,553,462 $2,964,040 $3,640,777 $2,823,576 Recreation In-Lieu Fee Expenditures Total RIL
Expended Fee % Share Construction
start date1
Menlo Park Community Campus $ 1,165,341 100% 2021
Park Playground Equipment $ 68,945 100% 2023
Willow Oaks Park Improvement $ 18,653 100% 2023
Other $ 10,070 100%
Total $ 1,263,010 100%
Recreation In-Lieu Fee Future Projects Total budget
2022-23 RIL funding
2022-23
Other
funding
Sources
2022-23
RIL funding
2023-27
Total RIL
future needs
Menlo Park Community Campus
$ 13,516,943 $ 404,659 $ 13,112,284 $ - $ 404,659
Park Playground Equipment $ 1,379,130 $ 1,379,130 $ - $ - $ 1,379,130 Parks and Recreation Master Plan
Implementation $ 1,500,000 $ - $ 1,500,000 $ - $ -
Willow Oaks Park Improvements $ 3,998,920 $ 898,920 $ 3,100,000 $ - $ 898,920 $ 20,394,993 $ 2,682,709 $ 17,712,284 $ - $ 2,682,709
Collected Developer Fees 2021-22
617 Partridge Ave $ 78,400
1021 Evelyn St $ 235,200
1340 Hoover St $ 78,400
2300 Tioga Dr $ 127,400
Total $ 519,400
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 E-5.8
City of Menlo Park
Construction Impact Fee Financial Report (Fund 362)
Construction Impact Fee Fund 2017-18 2018-19 2019-20 2020-21 2021-22 Beginning balance $6,915,392 $5,344,627 $7,814,172 $9,483,695 $5,120,689 Developer Fees 2,976,022 3,655,133 2,809,763 830,634 1,435,257 Grants - Federal 253,522
Interest income and other 51,713 179,535 236,374 80,150 71,537 Unrealized gain/(loss on investment) (204,932)
Expenditures (4,598,500) (1,365,123) (1,376,614) (5,273,790) (664,082) Ending balance $5,344,627 $7,814,172 $9,483,695 $5,120,689 $6,011,991 Construction Impact Fee Fund
Expenditures
Total CIF
Expended Fee % Share Construction
start date1
Street Resurfacing Project $ 40,705 100% July 2020
Chilco Streetscape & Sidewalk Installation2 $ 50 100% May 2019 Santa Cruz & Middle Resurfacing $ 38,195 100% April 2020 Willow Road Resurfacing $ 531,385 100% September 2021
Operating Expenditures: 100%
Street Maintenance $ 53,747 100% July 2021
Total Expenditures: $ 664,082 100%
Construction Impact Fee Future Projects Total budget
2022-23
CIF Funding
2022-23
Other
Funding sources
2022-23
CIF Funding
2023-27
Total CIF
future needs
Street Resurfacing $ 7,135,926 $ 2,740,430 $ 4,395,496 $ 1,400,000 $ 4,140,430 Chilco Streetscape and Sidewalk Installation $ 926,355 $ 896,590 $ 29,765 $ - $ 896,590 Middlefield Road (Woodland to
Ravenswood) Street Reconstruction $ 150,000 $ 150,000 $ - $ 4,050,000 $ 4,200,000 Total $ 9,237,020
Collected Developer Fees 2021-22
1345 Willow Rd $ 179,395
141 Jefferson Dr $ 150,427
110 Constitution Dr $ 129,496
1 Hacker Way $ 104,400
173 Jefferson Dr $ 69,780
1300 El Camino Real $ 59,589
300 Constitution Dr $ 45,994
661 Partridge Ave $ 32,706
1302 El Camino Real $ 22,951
275 Middlefield Rd $ 21,025
3000 Sand Hill Rd $ 20,358
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 E-5.9
City of Menlo Park
Below Market Rate Housing Financial Report (Fund 222)
Below Market Rate Housing Special Fund 2017-18 2018-19 2019-20 2020-21 2021-22 Beginning balance $15,903,862 $21,920,888 $22,476,969 $31,313,226 $31,551,159 Fiscal Year Activity
Charges for Services* 6,109,892 354,517 5,437,462 808,964 1,435,346 Use of Money and Property 125,117 517,831 646,128 272,111 (162,541) Expenditures (217,983) (316,267) (515,156) (924,674) (520,104) Proceeds from the Sale of Assets - - - - 446,561
Prior period adjustment - - 3,267,823.00 -
Adjustment for accounts payable 81,532 (56,630)
Ending balance $21,920,888 $22,476,969 $31,313,226 $31,551,159 $32,693,791 Adjustment for notes and interest receivable ($8,861,591) ($8,980,996) ($9,052,369) ($24,608,269) ($24,992,335) Adjusted available balance $13,059,297 $13,495,973 $22,260,857 $6,942,890 $7,701,456 * Includes fees collected from developers
Below Market Rate Housing Special Fund
Expenditures 2021-22
1155 Merrill purchase $ 312,377
BMR Housing program administration $ 207,727
Total $ 520,104
Below Market Rate Housing Special Fund Future
Projects 2022-27 Total
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.) $ 2,901,456 $ 2,901,456 $ 7,701,456
Collected Developer Fees1 2021-22
300 Constitution Dr $ 881,484
1300 El Camino Real $ 63,120
1540 El Camino Real $ 1,333
Total $ 945,938
1 Included within "Charges for Services" line item
ATTACHMENT E Page E-5.10
Library and Community Services
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov

STAFF REPORT
City Council
Meeting Date: 1/10/2023
Staff Report Number: 23-006-CC
Consent Calendar: Adopt a resolution authorizing the city manager to execute a continued funding application with the
California Department of Education for continued
funding of the Belle Haven Child Development
Center operational costs in fiscal year 2023-24
Recommendation
Staff recommends that the City Council adopt a resolution (Attachment A) authorizing the city manager to execute a continued funding application (CFA) with the California Department of Education (CDE) for continued funding of the Belle Haven Child Development Center (BHCDC) to offset operational costs during fiscal year 2023-24.

Policy Issues
The recommended action is consistent with existing City policy and past practice related to BHCDC operations. The City of Menlo Park annually receives reimbursement from the State of California through CDE to offset the cost of BHCDC operations.

Background
The City of Menlo Park operates BHCDC to provide affordable child care and early childhood development services to families in Menlo Park and nearby communities. BHCDC is a licensed child care provider by the California Department of Social Services. The BHCDC program offers developmentally appropriate materials and activities supporting social, emotional, physical, and cognitive abilities to preschool aged children while providing essential child care services to working families. Children are provided nutritional breakfast, lunch and snacks daily.

Enrollment fees are subsidized under the CDE Child Development Division (CDD) State Preschool Program. CDE funding requirements stipulate that all parents of children enrolled in BHCDC’s subsidized enrollment slots must be working, in school, in training, seeking permanent housing, actively seeking employment or incapacitated. All families of children enrolled in the BHCDC must meet income eligibility requirements. CDE funding reimbursements also may be applied toward the costs of resource materials, classroom supplies and small equipment.

Analysis
Per the CDE grant requirements, the City Council must annually adopt a resolution to certify acceptance of the reimbursement funding and authorize the city manager to execute the grant agreement. The adoption of a resolution also indicates the City Council accepts all regulations that may be involved in operating the grant. The center also completes a CFA annually to apply for the grant. As of fall 2021 the CDE will also AGENDA ITEM E-6 Page E-6.1
Staff Report #: 23-006-CC

City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov require the City Council to adopt a resolution approving the submission of the CFA annually. A copy of the application is included as Attachment B.

Under the terms of the current agreement, CDE will reimburse eligible program operating costs at a rate of $82.08 per child per day, up to a maximum of $2,315,756 in fiscal year 2022-23. The total maximum reimbursement amount is based on the typical maximum enrollment of 96 children. In a normal year, BHCDC’s typical enrollment capacity per state licensing requirements is 96 children. The current application would request CDE to continue funding for the BHCDC in fiscal year 2023-24. The submission of this application would make BHCDC eligible to potentially receive up to the maximum reimbursement of $2,315,756 for the upcoming fiscal year.

The current CDE agreement further specifies a minimum days of operation (MDO) requirement of 244 days during the fiscal year and 28,213 minimum child days of enrollment (CDE.) The BHCDC program has sufficient staffing capacity and resources to meet all the criteria set forth in the agreement at this time.

In addition to the external funding received from CDE, the BHCDC also receives external funding from the USDA child and adult care food program and some enrollment fees. Remaining operational expenditures are subsidized by the City of Menlo Park general fund, as authorized by City Council in the fiscal year 2022- 23 operating budget. The submission of the application would require the same MDO of 244 days for the upcoming fiscal year 2023-24.

Impact on City Resources
Should the City Council adopt the resolution in Attachment A authorizing the city manager to execute the application in Attachment B, the City of Menlo Park will become eligible to receive up to $2,315,756 in direct reimbursements from CDE to offset the costs of BHCDC operations in fiscal year 2023-24.

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

Attachments
A. Resolution
B. Hyperlink – CDE CFA: cde.ca.gov/sp/cd/ci/cfaforms2324.asp Report prepared by:

Kira Storms, Library and Community Services Supervisor
Nick Szegda, Assistant Library Services Director
Report reviewed by:

Sean Reinhart, Library and Community Services Director
Page E-6.2
RESOLUTION NO. XXXX

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENLO

PARK AUTHORIZING THE SUBMISSION OF THE CONTINUED

FUNDING APPLICATION WITH THE STATE OF CALIFORNIA

DEPARTMENT OF EDUCATION TO APPLY FOR GRANT FUNDING IN
FISCAL YEAR 2023-2024
WHEREAS, the City of Menlo Park has operated the Belle Haven Child Development Center for over 30 years; and
WHEREAS, the program offers developmentally appropriate materials and activities thatsupport social, economic, physical and cognitive abilities; and WHEREAS, the program receives funding from the State of California Department of Education; and
WHEREAS, a resolution must be adopted before the extended application deadline of January 31, 2023, certifying the approval of the continued funding application and authorizing the designated personnel to submit the application to receive continued funding from the State of California Department of Education.

NOW THEREFORE BE IT RESOLVED, that the City of Menlo Park, acting by and through its City Council, having considered and been fully advised in the matter and good cause appearing therefore do hereby authorize the submission of the continued funding application with the State of California Department of Education to request funding reimbursement of the Belle Haven Child Development Center for fiscal year 2023-24.

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 tenth day of January, 2023, 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, 2023.

Judi A. Herren, City Clerk
Page E-6.3 ATTACHMENT A
Public Works

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

STAFF REPORT
City Council
Meeting Date: 1/10/2023
Staff Report Number: 23-007-CC
Public Hearing: Adopt a resolution to approve the use permit and architectural control approvals for the Menlo
Uptown development project to allow for the
potential removal of infrastructure investments at
Willow Road and Bay Road from the project
conditions of approval; to authorize the city
manager to sign a modified public improvement
agreement for the Menlo Uptown development; and
to authorize the removal of condition of approval

2.ww.ii
Recommendation
Staff recommends that the City Council adopt a resolution (Attachment A) to 1) approve the use permit and architectural control revisions to modify the conditions of approval for the Menlo Uptown development project to allow the City Council to consider removal of infrastructure investments at Willow Road and Bay Road from conditions of approval; 2) update the public improvement agreement for the Menlo Uptown development to remove the infrastructure investments at Willow Road and Bay Road; and 3) authorize the removal of condition of approval 2.ww.iii.

Policy Issues
The proposed action is consistent with General Plan Circulation Element policies to provide and maintain a safe, efficient, attractive, user-friendly circulation system that promotes a healthy, safe, and active community and quality of life throughout Menlo Park, including CIRC 1.1 (Vision Zero), CIRC 2-1 (accommodating all modes), and CIRC 2-6 (reduce cut through traffic.) Background
The Menlo Uptown development project, which consists of 441 rental units and 42 for-sale condominium units and approximately 2,940 square feet of commercial space (for the project’s community amenity) and is located at 141 Jefferson Drive and 180-186 Constitution Drive, was approved by the Planning Commission June 21, 2021. That approval was appealed to the City Council, which rejected the appeals and approved the development September 14, 2021. During the hearing on the appeal, City Councilmembers raised questions about certain proposed infrastructure investments at intersections along Willow Road that were identified as conditions of the project.

Similar to other development projects reviewed by the City, the Menlo Uptown project included analysis of traffic conditions at intersections consistent with the City’s Transportation Impact Analysis (TIA) Guidelines.

These guidelines require new development projects to evaluate the potential impact of each development project on intersection level of service (LOS) for all intersections where the proposed project would add 10 or more vehicles per lane in the peak hour. Potential infrastructure investments are identified for AGENDA ITEM F-1 Page F-1.1
Staff Report #: 23-007-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov intersections for which the project would cause the intersection to exceed the City’s LOS standard or, if the intersection already exceeds the City’s LOS standard, if the delay at the intersection would increase by 0.8 seconds.

The TIA for the Menlo Uptown project identified infrastructure investments at seven intersections, including intersections with near term impacts (for which the developer had responsibility to construct the investments) and cumulative impacts (for which the developer contributes a payment for their fair share of the investment.)
The final conditions of approval for Menlo Uptown included language that the City Council could consider removal of select infrastructure investments identified as a function of LOS deficiencies generated by the project. Specifically, condition 2.xx identifies that required infrastructure investments at the following intersections would remain in the conditions of approval but could be removed by a future action of the City Council if desired:
• Willow Road and Coleman Avenue
• Willow Road and Gilbert Avenue
• Jefferson Drive and Chrysler Drive
• Chilco Street and Bayfront Expressway
• Chilco Street and Constitution Drive
Two other locations with infrastructure investments were not covered by this condition (at Willow Road and Bay Road and at Chrysler Drive and Independence Drive.) At these two locations, the proposed investments are consistent with projects identified in the City’s Transportation Impact Fee (TIF) nexus study.

On May 24, 2022, the City Council approved the public improvement agreement for the Menlo Uptown development, which included infrastructure investments at the above noted intersections, as well as several others that were not identified for potential reconsideration. Subsequently, on August 9, 2022, the City Council adopted a resolution to remove the infrastructure investments at Willow Road and Coleman Avenue and Willow Road and Gilbert Avenue from the public improvement agreement as contemplated in condition

2.xx of the final conditions of approval.

Analysis
At the October 11, 2022 City Council meeting, City Councilmember Combs requested that the City consider modifying the Menlo Uptown condition of approval at Willow Road and Bay Road (condition 2.ww.iii) that would add a second, short left turn lane from Bay Road onto Willow Road, due to inconsistency with complete streets principles. Other City Councilmembers expressed support to bring this back for consideration. Because this proposed investment was not identified for potential removal in the final conditions of approval for the Menlo Uptown project, the reconsideration required returning to the Planning Commission for review, followed by the City Council.

The Menlo Uptown project is expected to add just under 100 vehicles to Willow Road in both the eastbound and westbound directions in the AM peak period and about 40 to 60 vehicles in the PM peak period, depending on direction (Table 1.) Notably, the Menlo Uptown project is not anticipated to add any trips to the travel movements to or from Bay Road.

Page F-1.2
Staff Report #: 23-007-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov Table 1: Traffic volumes at Willow Road and Bay Road with and without Menlo Uptown project Period Scenario
Willow Road Eastbound Willow Road Westbound Bay Road
Thru Left Thru Right Left Right
A.M.

Existing 1,080 65 1,186 423 352 60
With project 1,172 65 1,282 423 352 60
Difference 92 0 96 0 0 0
P.M.

Existing 1,201 20 678 100 241 40
With project 1,245 20 739 100 241 40
Difference 44 0 61 0 0 0
In principle, installing the left turn lane allows the left turns from Bay Road on to Willow Road to clear slightly more quickly, allowing for more of each signal cycle to be allocated to the Willow Road through traffic, which has the highest vehicle volumes. The addition of the left turn lane is expected to increase the amount of green time for Willow Road by between five and seven percent, depending on the direction and time of day.

Today, the green time for the Willow Road through traffic is between 60 and 70 percent of the total signal cycle time.

In practice, actual conditions and performance do not match analysis and may be somewhat worse or better than identified in the evaluation depending on a variety of considerations. Importantly, this type of analysis considers only conditions at a specific location, and does not consider how these changes may impact the behavior of people traveling across the entire roadway network, which could result in shifting of travel patterns. For example, adding additional turning capacity at Bay Road could encourage more people to use Bay Road as a cut through route.

The proposed investment at Willow Road and Bay Road is identified within the City’s TIF nexus study.

Developers that construct TIF projects receive a credit against their TIF payment. If the condition is removed, the City will simply collect the TIF payment from Menlo Uptown. The recommended updated conditions of approval are included in Attachment A, which would modify condition 2.xx to include the Willow Road and Bay Road intersection investment (condition of approval 2.ww.iii) in the list of intersections that the City Council could consider removing at a later time. The public improvement agreement would be updated and modified accordingly and a redlined version is included as Exhibit A to Attachment A.

On December 5, 2022, the Planning Commission adopted resolution PC-2022-16 recommending that the City Council revise the approved architectural control and use permit to allow the City Council to consider whether to remove the intersection investment at Willow Road and Bay Road.

If the City Council approves the resolution, the conditions of approval and public improvement agreement would be modified to provide the same flexibility as other intersection investments on Willow Road within the Menlo Uptown conditions of approval, the city manager would be authorized to sign the modified public improvement agreement, and the designated intersection changes at Willow Road and Bay Road would not be formally removed from the conditions of approval.

Page F-1.3
Staff Report #: 23-007-CC
City of Menlo Park 701 Laurel St., Menlo Park, CA 94025 tel 650-330-6600 menlopark.gov Impact on City Resources
There is no impact on City resources.

Environmental Review
The Menlo Uptown final environmental impact report was certified September 14, 2021. The proposed modification to the conditions of approval would result in no change to the street network at Willow Road and Bay Road and thus does not have an environmental impact.

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 notification also consisted of publishing a notice in the local newspaper and notification by mail of owners and occupants within a quarter (¼) miles radius of the subject property.

Attachments
A. Resolution and redline Exhibit A
Report prepared by:

Hugh Louch, Assistant Public Works Director – Transportation Report reviewed by:

Nikki Nagaya, Deputy City Manager
Page F-1.4
RESOLUTION NO. XXXX

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

APPROVE REVISIONS TO THE APPROVED USE PERMIT AND

ARCHITECTURAL CONTROL PERMIT FOR THE MENLO UPTOWN

MULTIFAMILY AND TOWNHOME PROJECT TO MODIFY THE CONDITIONS

OF APPROVAL TO ALLOW THE CITY COUNCIL TO REMOVE THE

CONSTRUCTION OF CERTAIN TRANSPORTATION IMPROVEMENTS FROM

THE CONDITIONS OF APPROVAL AND THE PUBLIC IMPROVEMENT
AGREEMENT; AUTHORIZING THE CITY MANAGER TO SIGN THE MODIFIED PUBLIC IMPROVEMENT AGREEMENT; AND DETERMINING, PURSUANT TO

THE MODIFIED CONDITIONS OF APPROVAL AND PUBLIC IMPROVEMENT

AGREEMENT BETWEEN THE CITY OF MENLO PARK AND CLPF GRP
UPTOWN MENLO PARK AND CLPF CRP TH MENLO PARK, LLC (“OWNER”)

FOR THE MENLO UPTOWN MULTIFAMILY AND TOWNHOME PROJECT NOT

TO REQUIRE THE CONSTRUCTION OF CERTAIN TRANSPORTATION

IMPROVEMENTS IDENTIFIED IN THE PUBLIC IMPROVEMENT AGREEMENT WHEREAS, the City of Menlo Park (“City”) received an application requesting environmental review, use permit, architectural control, below market rate (BMR) Housing Agreement, heritage tree removal permits, major subdivision, and community amenities operating covenant from CLPF GRP Uptown Menlo Park, LLC and CLPF CRP TH Menlo Park, LLC (“Applicant”), to redevelop the property located at 141 Jefferson Drive, and 180-186 Constitution Drive (APNs 055-242-030, 055-242-040, 055-242-140) (“Property”), with a bonus level development project consisting of up to 483 dwelling units comprised of 441 rental units and 42 for-sale condominium units and approximately 2,940 square feet of commercial space proposed to be used as part of the Applicant’s community amenity (hereinafter the “Project”); and WHEREAS, the Planning Commission fully reviewed, considered, evaluated, and certified the Final EIR for the project, along with all public and written comments, pertinent information, documents and plans prior to taking action to approve the use permit, architectural control, BMR housing agreement, and community amenities operating covenant and recommended approval of the major subdivision to the City Council for the Menlo Uptown project; and WHEREAS, following the Planning Commission’s review, consideration, evaluation and certification of the final environmental impact report ("EIR”) and approval of the use permit, architectural control, BMR Housing agreement, and community amenities operating covenant, the City Council received two timely appeals to the Planning Commission’s actions on the project; and
WHEREAS, on September 14, 2021, the City Council held a public hearing and separately reviewed and considered the aforementioned appeals, and fully reviewed, considered, evaluated, and certified the final EIR, along with all public and written comments, pertinent information, documents and plans prior to taking action to deny the appeals and approve the use permit, architectural control, BMR housing agreement, and community amenities agreement for the Project; and
ATTACHMENT A Page F-1.5
WHEREAS, condition of approval 2.ww.iii of Resolution No. 6661, incorporated herein, approving the use permit, architectural control, BMR housing agreement, and community amenities agreement for the Project requires the Applicant to construct certain transportation improvements at Willow Road and Bay Road; and,
WHEREAS, members of the City Council of Menlo Park have requested consideration of the proposed improvement at Willow Road and Bay Road; and,
WHEREAS, condition of approval 2.xx of the Project allows the City Council to determine whether to implement certain intersection improvements identified in the conditions of approval; and
WHEREAS, in order to address the City Councilmembers requests to consider the applicant’s obligation to construct the proposed improvements at Willow Road and Bay Road, condition of approval 2.xx of Resolution No. 6661 must be amended; and, WHEREAS, modification of condition of approval 2.xx to allow the City Council to consider and potentially not require applicant to construct the intersection improvements at Willow Road and Bay Road requires Planning Commission review and recommendation to the City Council because the City Council would need to revise the approved conditions of approval for the use permit and architectural control permit for the project; and WHEREAS, on May 24, 2022 the City Council approved a public improvement agreement, incorporated herein, for the Project which governs the permitting, construction and phasing of the various public improvements required pursuant to the project entitlements (“Public Improvement Agreement”), including the construction of those certain transportation improvements at Willow Road and Bay Road; and,
WHEREAS, in conformance with conditions of approval 2.ww.iii, subsection (i) of subsection (f) of section (2) of the public improvement agreement requires Applicant to prepare and submit plans, specifications and cost estimates in connection with the near term transportation improvements (improvements required pursuant to condition of approval 2.w.iii “Willow Road and Bay Road”) prior to the issuance of a superstructure permit from City to Applicant for the construction of the multifamily component of the project; and, WHEREAS, the Applicant has completed the appropriate Plans, Specifications, and Cost Estimates as required; and
WHEREAS, pursuant to subsection (i) of subsection (f) of section (2) of the public improvement agreement, the City Council desires to have flexibility to consider whether to remove the Near Term Transportation Improvement requirements of condition of approval 2.ww.iii (governing improvements at Willow Road and Bay Road); and
WHEREAS, allowing for the City Council to consider removing condition of approval 2.ww.iii would be consistent with the City’s General Plan, including policies CIRC-1.1 (Vision Zero), CIRC 2-1 (accommodating all modes), CIRC 2-6 (reduce cut through traffic); and WHEREAS, all required public notices and public hearings were duly given and held according to law; and
Resolution No. XXXX

WHEREAS, after notice having been lawfully given, a duly noticed public hearing was held before the City Planning Commission on December 5, 2022, at which all persons interested had the opportunity to appear and comment; and
WHEREAS, after closing the public hearing, the Planning Commission considered all public and written comments, pertinent information, documents and plans an all other evidence in the public record on the Project; and
WHEREAS, on December 5, 2022 the Planning Commission fully reviewed, considered, evaluated, and unanimously recommended to the City Council that condition of approval 2.ww.iii be modified as follows: the intersection improvement at Willow Road and Bay Road required by condition of approval 2.ww.iii be added to the list of intersection improvements identified in condition of approval 2.xx that the City Council has authority to review and determine whether to require at a future time; and
NOW, THEREFORE BE IT RESOLVED that the City Council of the City of Menlo Park does hereby resolve as follows:

Section 1. Recitals. The City Council hereby finds the foregoing recitals are true and correct, and they are hereby incorporated by reference into this Resolution.

Section 2. Modification to Project condition of approval 2.xx in City Council Resolution 6661.

The City Council hereby modifies condition of approval 2.xx of Resolution No. 6661 to add the Willow Road and Bay Road intersection to those intersections that the City Council may determine need not be improved. Condition of approval 2.xx is hereby amended to read as follows:
xx. All conditions of approval (2.ww.iii, 2.ww.iv, 2.ww.v, 2.ww.vi, 2.ww.vii, 2.ww.viii) mandating improvements to the following intersections will remain as drafted in the conditions of approval but may, at a time determined by the City Council, be analyzed and potentially removed from the approved conditions of approval. If the City Council does not analyze and/or remove said conditions of approval, the applicant shall continue to be bound by the existing conditions of approval regarding the following intersections: Willow Road and Bay Road, Willow Road and Coleman Avenue, Willow Road and Gilbert Avenue, conversion of the shared left/right lane to one left-turn lane and one right-turn lane on northbound Jefferson Drive at Chrysler Drive and Jefferson Drive, Chilco Street and Bayfront Expressway, and Chilco Street and Constitution Drive.

Section 3. Removal of certain near-term transportation improvements.

Pursuant to subsection (i) of subsection (f) of section (2) of the modified public improvement agreement and condition of approval 2.xx of Resolution No. 6661, as amended, the City Council hereby determines not to require the construction of the Near Term Transportation Improvements required by condition of approval 2.ww.iii (“Willow Road and Bay Road”). All other terms, provisions and requirements of Resolution No. 6661 and the public improvement agreement remain unchanged and unaltered.

Section 4. The city manager shall be authorized to sign the amended public improvement agreement which amendments reflect the City Council’s determination not to require applicant Resolution No. XXXX

to construct the previously required intersection improvements at Willow Road and Bay Road.

The amended public improvement agreement is attached hereto as Exhibit A and incorporated herein by this reference (additions in underline, deletions in strikethrough) Section 5. Severability. If any section, subsection, sentence, clause, phrase, or portion of this Resolution is for any reason held to be invalid or unenforceable by a court of competent jurisdiction, the remaining portions of this Resolution shall nonetheless remain in full force and effect. The City Council hereby declares that it would have adopted each section, subsection, sentence, clause, phrase, or portion of this Resolution, irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions of this Resolution be declared invalid or unenforceable.

Section 6. California Environmental Quality Act (“CEQA”). On September 14, 2021, the City Council adopted Resolution No. 6660 certifying the Menlo Uptown final EIR, State Clearinghouse No. 2019110498, in compliance with the CEQA (Pub. Resources Code, § 21000 et seq.), the State CEQA Guidelines (Cal. Code Regs., tit. 14, § 15000 et seq.). The City Council certified an EIR and adopted an MMRP for the Menlo Uptown Project. This action, determining not to require the construction of the transportation improvement identified in condition of approval 2.ww.iii, is consistent with the modified Menlo Uptown project approvals which specify that the City Council may elect to remove these transportation improvements (see condition of approval 2.xx.) This action does not result in any new significant environmental effects or a substantial increase in the severity of any previously identified significant effects analyzed in the EIR and as such, this action is not subject to further CEQA review or action.

Section 7. Effective Date. This Resolution shall take effect upon its adoption.

BE IT FURTHER RESOLVED that the City Council finds that the above recitals together with the staff report and the application materials, including without limitation, the certified EIR, and all other documents, reports, studies, memoranda, maps, oral and written testimony, and materials in the City’s file for the applications and the Project, and all adopted and applicable City planning documents related to the Project and the Project Site and all associated approved or certified environmental documents, have together served as an adequate and appropriate evidentiary basis for the recommendations set forth in this resolution. //
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Resolution No. XXXX

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 tenth day of January, 2023, 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, 2023.

Judi A. Herren, City Clerk
Exhibits:

A. Public improvement agreement
Resolution No. XXXX

1 Recording requested by and when
Recorded return to:

City of Menlo Park
Attn: City Clerk
701 Laurel Street
Menlo Park, CA 94025-3483
Exempt From Recording Fees Per
Government Code §27383 And
Building Homes & Jobs Trust Fund
Fee Per Government Code §27388.1(a) (2) (D)
(SPACE ABOVE THIS LINE FOR RECORDER’S USE)
APN: 055-242-140, 055-242-030, and 055-242-040

PUBLIC IMPROVEMENT AGREEMENT
Uptown - Multifamily and Townhome Improvements
This PUBLIC IMPROVEMENT AGREEMENT (this “Agreement”), is entered into as of ________________, 2022 (the “Effective Date”), by and between the CITY OF MENLO PARK, a municipal corporation of the State of California (“City”) and CLPF GRP Uptown Menlo Park, LLC, a Delaware limited liability company (“MF Owner”); and CLPF CRP TH Menlo Park, LLC, a Delaware limited liability company (“TH Owner”)). MF Owner and TH Owner are collectively referred to as "Developers." City, MF Owner and TH Owner are referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS
A. MF Owner owns certain real property located at 141 Jefferson Drive, in the City of Menlo Park, State of California, more particularly described in legal description attached hereto as Exhibit A-1 ("Multifamily Property"), and TH Owner owns certain real property located at 180 Constitution Drive and 186 Constitution Drive in the City of Menlo Park, County of San Mateo, State of California, more particularly described in the legal description attached hereto as Exhibit A-2 ("Townhome Property"). The Multifamily Property and Townhome Property are collectively referred to as the “Property”.

B. On June 21, 2021, after a duly noticed public hearing, and on the recommendation of the City’s Housing Commission, the City’s Planning Commission approved Planning Commission Resolution No. 2021-07, permitting Developers to develop 441 multi-family residential units ("Multifamily Component") and 42 for-sale townhome units ("Townhome Component"), approximately 2,940 square feet of community amenity space, as well as associated open space, circulation and parking, and infrastructure improvements at the Property (the “Project”), subject to certain requirements and conditions contained in the Conditions of Approval Resolution No. XXXX

2 (“Conditions of Approval”) and on September 14, 2021, after a duly noticed public hearing, the City Council adopted Resolution Nos. 6660, 6661, and 6662 denying all appeals to, and upholding the Planning Commission’s approval of, the Project.

C. Pursuant to Condition of Approval 1.ss, Developers shall enter into an agreement for completion of development improvements and provide a performance bond for the completion of the off-site improvements for the Project as referenced in Condition of Approval 2.z (green infrastructure), 2.cc, 2.kk, 2.uu (existing utilities to be relocated), 1.hh (new utilities), 1.ll (water mains and service laterals), 1.aa, 1.mm, 1.cc (sanitary sewer mains and service laterals), 1.ww,

2.nn (remove/replace any damaged/worn frontage improvements), 2.bb, 2.dd (asphalt overlay), and 2.ss (loading zones-Complete Streets Commission) and more particularly listed and depicted in Exhibit B (the “Off-Site Improvements”), which Off-Site Improvements shall be installed, constructed and completed as detailed in plans and specifications approved by the Public Works Director (“Director”) or the City Engineer or their designees where authorized by law. Developers shall obtain an encroachment permit from the City prior to commencing any work on the Off-Site Improvements within the public right-of-way or public easements.

D. Condition of Approval 2.w.w. provides that Developers shall enter into an improvement agreement with the City memorializing the terms for performance, construction, and completion of the transportation improvements, which are more particularly described in Exhibit C (the “Transportation Improvements”).

E. The City’s approval of the Project also included the approval of a lot line adjustment to create the Multifamily Property and Townhome Property, as well as a tentative map in accordance with the Subdivision Map Act and the City of Menlo Park Municipal Code (the “Code”), for the creation of 42 townhomes on the Townhome Property. On May ___, 2022, the City Council adopted Resolution No. _____, approving the final map for the creation of the 42 townhomes on the Townhome Property (“Final Map”), subject to the TH Owner entering into this Agreement regarding the Off-Site Improvements for the Townhome Property.

F. The City and the Developers desire to enter into this Agreement in order to permit the issuance of a building permit for the development of the Project, filing of the Final Map in the Official Records of the County of San Mateo, implement the Conditions of Approval, and to simultaneously satisfy the security provisions of the Code and the Conditions of Approval.

NOW, THEREFORE, in order to ensure satisfactory performance of the Developers under the Code and Conditions of Approval, Developers and the City agree as follows:

1. Recitals. The above recitals are true and correct, and are incorporated into this Agreement.

2. Developers’ Obligations.
(a) Off-Site Improvements and Transportation Improvements: Plans and Specifications and Construction. As more particularly described below, Developers shall, at its sole cost and expense, furnish all necessary materials, equipment and labor as is required to prepare the designs, plans and specifications for the Off-Site Improvements and Transportation Improvements for the Project for the review and approval of the Director of Public Works Resolution No. XXXX

3 (“Director”) and/or the City Engineer, as applicable (the “Plans and Specifications”). Developers shall, at its sole cost and expense, furnish all necessary materials, equipment and labor, and perform all work in a good and workmanlike manner, and cause the Off-Site Improvements and Near Term Improvements, as defined below, to be designed, installed, constructed and completed in substantial conformity with the Plans and Specifications, or with any changes required or ordered by the Director or City Engineer to the approved Plans and Specifications (the “Work”), which in his or her reasonable opinion are necessary or required to complete the Work in compliance with all applicable federal, state and local laws, ordinances, rules, regulations and policies.
(b) Multifamily Improvement Plans. As of the Effective Date, the Plans and Specifications for the Off-Site Improvements for the Multifamily Component listed in Exhibit B consist of conceptual improvement plans entitled "Menlo Uptown (Multifamily) Off-Site Street Improvements" prepared by BKF Engineers dated April 25, 2022, PGA Design dated April 22, 2022 and Giacalone Design, Inc. dated March 24, 2022, March 17, 2022, February 3, 2022 and March 11, 2022 (“Multifamily Improvement Plans”). MF Owner shall continue to work towards completion of and City approval of one hundred percent (100%) Multifamily Improvement Plans. The City shall diligently review and process the Multifamily Improvement Plans submitted by MF Owner. As each stage of improvement plans are approved by the City, the more complete and recently approved improvement plans shall be the “Multifamily Improvement Plans". MF Owner shall obtain the approval of the Multifamily Improvement Plans to be constructed by MF Owner in accordance with the Conditions of Approval within three (3) months from the Effective Date. Further, in no event shall the City be obligated to issue a superstructure building permit to MF Owner for the construction of the Multifamily Component of the Project until the Multifamily Improvement Plans have been approved by City. (c) Commencement and Completion of Construction of Multifamily Improvement Plans. Within ninety (90) days following the issuance of a superstructure building permit for the construction of the Multifamily Component of the Project, MF Owner shall commence the installation and construction of the improvements set forth in the Multifamily Improvement Plans to be constructed by MF Owner in accordance with the Conditions of Approval and this Agreement. In the event MF Owner fails to timely commence the construction of the improvements set forth in the Multifamily Improvement Plans as required herein, City may, in its discretion, issue and enforce a stop work notice on all or any portion of work being undertaken by MF Owner pursuant to any building permits issued by City for the construction of any portion of the Multifamily Component of the Project until construction of the improvements set forth in the Multifamily Improvement Plans has commenced to the reasonable satisfaction of the Director or City Engineer.

MF Owner shall complete the installation and construction of the improvements set forth in the Multifamily Improvement Plans in accordance with Section 6 (a) [Director's Inspection] below and City shall complete the Acceptance of the improvements set forth in the Multifamily Improvement Plans in accordance with Section 6 (b) [Acceptance] upon the earlier of (i) twenty four (24) months following the commencement of the installation and construction of the improvements set forth in the Multifamily Improvement Plans or (ii) issuance of a certificate of occupancy, inclusive of a temporary certificate of occupancy, from City for any portion of the Multifamily Component of the Project. The period of time provided for MF Owner to complete Resolution No. XXXX

4 the installation and construction of the improvements set forth in the Multifamily Improvement Plans pursuant to this Agreement may be extended upon application by MF Owner and approval by the Director pursuant to Section 4(b) [Extensions] below. (d) Townhome Improvement Plans. As of the Effective Date, the Plans and Specifications for the Off-Site Improvements for the Townhome Component listed in Exhibit B consist of conceptual improvement plans entitled "Menlo Uptown (Townhomes) Off-Site Street Improvements" prepared by BKF Engineers dated April 25, 2022, PGA Design dated April 22, 2022 and Giacalone Design, Inc. dated March 8, 2022, March 17, 2022 and February 3, 2022 (“Townhome Improvement Plans”). TH Owner shall work towards completion of and shall obtain City approval of one hundred percent (100%) Townhome Improvement Plans. The City shall diligently review and process the Townhome Improvement Plans submitted by the TH Owner. As each stage of improvement plans are approved by the City, the more complete and recently approved improvement plans shall be the "Townhome Improvement Plans". TH Owner shall obtain the approval of the Townhome Improvement Plans to be constructed by TH Owner within eighteen (18) months of the Effective Date. Further, in no event shall City be obligated to issue a superstructure building permit to TH Owner for the construction of the Townhome Component of the Project until the Townhome Improvement Plans have been approved by City. (e) Commencement and Completion of Construction of Townhome Improvement Plans. TH Owner shall commence the installation and construction of the improvements set forth in the Townhome Improvement Plans to be constructed by TH Owner in accordance with the Conditions of Approval and this Agreement, within ninety (90) days following the earlier of (i) issuance of a final certificate of occupancy from City for any portion of the Multifamily Component of the Project, or (ii) issuance of a superstructure building permit from the City to TH Owner for the construction of the Townhome Component of the Project. In the event TH Owner fails to timely commence the construction of the improvements set forth in the Townhome Improvement Plans as required herein, City may, in its discretion, issue and enforce a stop work notice on all or any portion of work being undertaken by TH Owner pursuant to any building permits issued by City for the construction of any portion of the Townhome Component of the Project until construction of the improvements set forth in the Townhome Improvement Plans has commenced to the reasonable satisfaction of the Director or City Engineer. The period of time provided for TH Owner to commence the installation and construction of the improvements set forth in the Townhome Improvement Plans pursuant to Section 2 (e)(i) above may only be extended upon application by TH Owner and approval by the Director pursuant to Section 4(b) [Extensions] below, which approval, if granted, shall be extended to a date or time certain and conditioned on the delivery of improvement security by TH Owner to City in accordance with Section 3 (c).

TH Owner shall complete the installation and construction of the improvements set forth in the Townhome Improvement Plans in accordance with Section 6 (a) [Director's Inspection] below and City shall complete the Acceptance of the improvements set forth in the Townhome Improvement Plans in accordance with Section 6 (b) [Acceptance] upon the earlier of (i) twenty four (24) months following the commencement of the installation and construction of the improvements set forth in the Townhome Improvement Plans or (ii) issuance of a certificate of occupancy, inclusive of a temporary certificate of occupancy, from City for any portion of the Townhome Component of the Project. The period of time provided for TH Owner to complete Resolution No. XXXX

5 the installation and construction of the improvements set forth in the Townhome Improvement Plans pursuant to this Agreement may be extended upon application by TH Owner and approval by the Director pursuant to Section 4(b) [Extensions] below. (f) Transportation Improvements.
(i) Transportation Improvements Requiring Plans and Specifications for Construction. MF Owner shall prepare and submit Plans, Specifications, and Cost Estimates in connection with Condition of Approval 2.w.iii (Willow Road and Bay Road), Condition of Approval 2.ww.iv (Willow Road and Coleman Avenue) and Condition of Approval 2.ww.v (Willow Road and Gilbert Avenue)(collectively referred to as "Near Term Transportation Improvements"), prior to the issuance of a superstructure permit from City to MF Owner for the construction of the Multifamily Component of the Project ("Transportation Improvement Plans"), unless the City Council determines not to require the construction of the transportation improvement identified in Condition of Approval 2.ww.iii (Willow Road and Bay Road), Condition of Approval 2.ww.iv (Willow Road and Coleman Avenue) and Condition of Approval 2.ww.v (Willow Road and Gilbert Avenue) pursuant to Condition of Approval 2.xx. The City shall diligently review and process Transportation Improvement Plans submitted by MF Owner. Within one hundred twenty (120) days following the issuance of a superstructure building permit for the construction of the Multifamily Component of the Project, MF Owner shall commence the installation and construction of the improvements set forth in the Transportation Improvement Plans to be constructed by MF Owner in accordance with the Conditions of Approval and this Agreement. In the event MF Owner fails to timely commence the construction of the improvements set forth in the Transportation Improvement Plans as required herein, City may, in its discretion, issue and enforce a stop work notice on all or any portion of work being undertaken by MF Owner pursuant to any building permits issued by City for the construction of any the Multifamily Component of the Project until construction of the improvements set forth in the Transportation Improvement Plans has commenced to the reasonable satisfaction of the Director or City Engineer.

Notwithstanding the foregoing, to the extent that the review and approval of improvement plans by Caltrans of improvements under Caltrans' jurisdiction for Condition of Approval 2.w.iii (Willow Road and Bay Road) delays commencement and progress on transportation improvements, MF Owner may provide documentation of such delays to City and City shall not issue a stop work notice in such circumstance.

MF Owner shall complete the installation and construction of the improvements set forth in the Transportation Improvement Plans in accordance with Section 6 (a) [Director's Inspection] below and City shall complete the Acceptance of the improvements set forth in the Transportation Improvement Plans in accordance with Section 6 (b) [Acceptance] upon the earlier of (i) twenty four (24) months following the commencement of the installation and construction of the improvements set forth in the Transportation Improvement Plans or (ii) issuance of a certificate of occupancy, inclusive of a temporary certificate of occupancy, from City for any portion of the Multifamily Component of the Project. The period of time provided for MF Owner to complete the installation and construction of the improvements set forth in the Transportation Improvement Plans pursuant to this Agreement may be extended upon application by MF Owner and approval by the Director pursuant to Section 4(b) [Extensions] below.

Resolution No. XXXX

6 (ii) Transportation Improvements Requiring Conceptual Plans, Cost Estimates and Fees Only. Notwithstanding anything else herein, the Parties acknowledge and agree that Condition of Approval 2.ww.vi (Chrysler Drive and Jefferson Drive), Condition of Approval 2.ww.vii (Chilco Street and Bayfront Expressway) and Condition of Approval 2.ww.viii (Chilco Street and Constitution Drive) (collectively referred to as "Cumulative Transportation Improvements") as further identified in Exhibit C obligate MF Owner to provide conceptual plans and cost estimates and pay fair share fees without any obligation to construct any of the Cumulative Transportation Improvements. Unless such obligation is modified by the City Council consistent with Condition of Approval 2.xx, MF Owner shall be required to provide conceptual plans, engineer’s cost estimates and pay fair share fees for the Cumulative Transportation Improvements prior to issuance of a superstructure building permit from the City to MF Owner for the construction of the Multifamily Component of the Project. MF Owner shall not be required to provide 100% plans and shall not be required to construct such improvements or otherwise comply with the terms of this Agreement relating to construction of improvements. (iii) Transportation Improvements Not Required. Developers shall not be required to construct improvements in connection with Condition of Approval 2.w.w.i (Marsh Road and Bayfront Expressway/Haven Avenue) and Condition of Approval 2.ww.ii (Willow Road and Newbridge Street) and shall instead pay applicable Transportation Impact Fee Program fees.
(g) Other Required Documentation.
(i) Prior to the issuance of a superstructure building permit from City to MF Owner for the construction of the Multifamily Component of the Project, MF Owner shall provide executed copies of all the documents, agreements and notices required pursuant to and set forth in Exhibit D and labeled as required pursuant to Section 2 (g)(i), including the improvement security set forth in Section 3 and insurance coverage set forth in Section 9, with respect to the Near Term Transportation Improvements and improvements set forth in the Multifamily Improvement Plans to be installed, constructed and completed by MF Owner in accordance with the Conditions of Approval and this Agreement, unless waived or deferred by the Director, in writing, until a time certain or the time of a request for a Notice of Completion pursuant to Section 6 (a) [Director’s Inspection] below. The required documents shall include an (A) estimate of costs to construct and complete the improvements set forth in the Multifamily Improvement Plans plus a twenty five percent (25%) contingency (“Multifamily Engineer's Estimate”) and (B) an estimate of costs to construct and complete the improvements set forth in the Transportation Improvement Plans plus a twenty five percent (25%) contingency (“Transportation Engineer's Estimate”).
(ii) Prior to the earlier of (i) issuance of a final certificate of occupancy from City for any portion of the Multifamily Component of the Project, or (ii) issuance of a superstructure building permit from the City to TH Owner for the construction of the Townhome Component of the Project, TH Owner shall provide executed copies of all the documents, agreements and notices required pursuant to and set forth in Exhibit D and labeled as required pursuant to Section 2 (g)(ii), including the improvement security set forth in Section 3 and insurance coverage set forth in Section 9, with respect to the improvements set forth in the Townhome Improvement Plans to be installed, constructed and completed by TH Owner in Resolution No. XXXX

7 accordance with the Conditions of Approval and this Agreement, unless waived or deferred by the Director, in writing, until a time certain or the time of a request for a Notice of Completion pursuant to Section 6 (a) [Director’s Inspection] below. The required documents shall include an estimate of costs to construct and complete the improvements set forth in the Townhome Improvement Plans plus a twenty five percent (25%) contingency (“Townhome Engineer's Estimate”). (iii) At the time of a request for a Notice of Completion for the improvements set forth in the Transportation Improvement Plans, Multifamily Improvement Plans or the Townhome Improvement Plans pursuant to Section 6 (a) [Director’s Inspection] below, Developers, as appropriate, shall provide all documents required pursuant to and set forth in Exhibit E, plus any other materials previously deferred by the Director pursuant to subsections 2 (g)(i) or 2(g)(ii) above, unless waived or deferred by the Director, in writing, until a time certain or the time of a request for Acceptance pursuant to Section 6 (b) below. The required documents shall include as-built plans of the completed improvements, or portion thereof, set forth in the Transportation Improvement Plans, Multifamily Improvement Plans and Townhome Improvement Plans in both electronic (in a reasonably current version of AutoCAD and/or another digital format acceptable to Public Works) and Mylar formats and any reports required by any related Plans and Specifications.
(iv) At the time of a request for Acceptance of the improvements set forth in the Transportation Improvement Plans, Multifamily Improvement Plans or the Townhome Improvement Plans pursuant to Section 6(b) below, Developers, as appropriate, shall provide all the documents required pursuant to and set forth in Exhibit F, plus any other materials previously deferred by the Director pursuant to subsections 2(g)(i), 2 (g)(ii) and 2(g)(iii) above, unless waived or deferred by the Director in writing. In addition, as part of compliance with this subsection 2 (h)(iv), Developers shall coordinate with the City and assist in the City’s process for the subsequent dedication and Acceptance of the improvements set forth in the Transportation Improvement Plans, Multifamily Improvement Plans and the Townhome Improvement Plan by (A) providing necessary maps, legal descriptions and plats for street openings, proposed easements and/or dedications for right of way or utility purposes and for relinquishment of existing rights of access and utilities associated with on-site and off-site development, to the extent applicable, and (B) executing easement agreements or grant deeds or modifying existing easements or grant deeds consistent with the Conditions of Approval, to the extent applicable. (h) Labor Code Compliance. Developers shall carry out, and shall use its best efforts to ensure that its contractors and subcontractors carry out, the design, installation, construction and completion of the Near Term Transportation Improvements in conformity with all applicable State of California Labor Code requirements; the City zoning and development standards; building, plumbing, mechanical and electrical codes; all other provisions of the City of Menlo Park Municipal Code; and all applicable disabled and handicapped access requirements, including the Americans With Disabilities Act, 42 U.S.C. Section 12101, et seq., Government Code Section 4450, et seq., Government Code Section 11135, et seq., and the Unruh Civil Rights Act, Civil Code Section 51, et seq.

Developers acknowledge and agree that the Off-Site Improvements and Near Term Transportation Improvements constitute “public works” as defined in Labor Code §1720.

Developers shall be required to comply with prevailing wage requirements in connection with the Resolution No. XXXX

8 design and construction of the Off-Site Improvements and Near Term Transportation Improvements to the extent required by applicable State of California Labor Code requirements.

Developers shall require the general contractor(s) for the Off-Site Improvements and Near Term Transportation Improvements to post on the job site prevailing wage rates for all applicable trades and to submit certified copies of payroll records to Developers to ensure compliance with State of California Labor Code requirements pertaining to public works. Developers shall provide such payroll records to City within ten (10) days following City’s request therefor. Developers shall also include in its construction contract a provision obligating Developers’ contractor to require its contractors and/or subcontractors to comply with public works prevailing wage requirements.

Developers shall defend, with counsel reasonably acceptable to City, indemnify and hold harmless City and Bay Cities Joint Powers Insurance Authority and their respective officials, officers, employees, agents and representatives (“Indemnitees”) from and against any and all liabilities, obligations, orders, claims, damages, governmental fines or penalties, and actual expenses of defense with respect thereto, including reasonable attorneys’ fees and costs (“Claims”) arising out of Developers’ failure to comply with State of California Labor Code requirements pertaining to the design and construction of the Near Term Transportation Improvements. Further, Developers shall indemnify and hold harmless the Indemnitees with respect to all final judgments or settlements in actions brought by any “contractor” in which City is (i) determined to be an “awarding body” and (ii) damages are awarded, pursuant to Labor Code sections 1726 or 1781. Developers’ defense, indemnity and hold harmless obligations under this section shall survive expiration or termination of this Agreement.

Developers hereby waive, release and discharge forever the Indemnitees from any and all present and future Claims arising out of or in any way connected with Developers’ obligation to comply with all State of California Labor Code requirements pertaining to the design, installation, construction and completion of the Near Term Transportation Improvements.

This release applies to all potential future claims and Developers on behalf of itself and its agents, representatives, assigns, heirs, spouses, successors-in-interest, executors, administrators, employees, contractors, subcontractors, material suppliers and vendors (“Releasors”), agrees to waive any and all rights pursuant to Section 1542 of the California Civil Code, which reads as follows:
“A general release does not extend to claims that the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
Developers shall include within each of its contracts, subcontracts, and within any other agreements with Releasors involved in the Work, a release in favor of the Indemnitees substantially identical to this Section 2 (h).

3. Improvement Security.
(a) Security: Multifamily Improvement Plans. Concurrent with the delivery of the documentation set forth in Exhibit D in accordance with the provisions of Section 2(g)(i), MF Resolution No. XXXX

9 Owner shall furnish and deliver to the Director bonds, in favor of the City, substantially in the form attached as Exhibits G-1 and G-2 and approved by the City Attorney, from an issuer approved by the Director, securing the completion of the installation and construction of the improvements set forth in the Multifamily Improvement Plans, and payment for all labor, materials, equipment, and services required for the installation and construction of the improvements set forth in the Multifamily Improvement Plans, including any monuments as determined to be necessary by the Director or City Engineer, as follows:
(i) Performance bonds, substantially in the form attached as Exhibit G1 and approved by the City Attorney, in the amount of the Multifamily Engineer's Estimate to secure the satisfactory performance of MF Owner's obligation to complete the installation and construction of the improvements set forth in the Multifamily Improvement Plans; further, as provided therein, upon Acceptance of the improvements set forth in the Multifamily Improvement Plans by City pursuant to Section 6(b), the performance bond shall convert to a warranty bond in the amount of ten percent (10%) of the Multifamily Engineer's Estimate for a period of one (1) year to secure the Warranty Period provided in Section 8(a) below; and (ii) Payment bonds, substantially in the form attached as Exhibit G-2 and approved by the City Attorney, in the amount of the Multifamily Engineer's Estimate to guarantee payment for the labor, materials, equipment, and services required for the installation, construction and completion of the improvements set forth in the Multifamily Improvement Plans. (b) Security: Transportation Improvement Plans. Concurrent with the delivery of the documentation set forth in Exhibit D in accordance with the provisions of Section 2(g)(i), MF Owner shall furnish and deliver to the Director bonds, in favor of the City, substantially in the form attached as Exhibits G-1 and G-2 and approved by the City Attorney, from an issuer approved by the Director, securing the completion of the installation and construction of the improvements set forth in the Transportation Improvement Plans, and payment for all labor, materials, equipment, and services required for the installation and construction of the improvements set forth in the Transportation Improvement Plans, including any monuments as determined to be necessary by the Director or City Engineer, as follows:
(i) Performance bonds, substantially in the form attached as Exhibit G1 and approved by the City Attorney, in the amount of the Transportation Engineer's Estimate for the installation, construction and completion of the improvements set forth in the Transportation Improvement Plans, to secure the satisfactory performance of MF Owner's obligation to complete the installation and construction of the improvements set forth in the Transportation Improvement Plans; further, as provided therein, upon Acceptance of the improvements set forth in the Transportation Improvement Plans by City pursuant to Section 6 (b), the performance bond shall convert to a warranty bond in the amount of ten percent (10%) of the Transportation Engineer's Estimate for a period of one (1) year to secure the Warranty Period provided in Section 8(a) below; and
(ii) Payment bonds, substantially in the form attached as Exhibit G-2 and approved by the City Attorney, in the amount of the Transportation Engineer's Estimate to guarantee payment for the labor, materials, equipment, and services required for the installation, Resolution No. XXXX

10 construction and completion of the improvements set forth in the Transportation Improvement Plans.
(c) Security: Townhome Improvement Plans. Concurrent with the delivery of the documentation set forth in Exhibit D in accordance with the provisions of Section 2(g)(ii), TH Owner shall furnish and deliver to the Director bonds, in favor of the City, substantially in the form attached as Exhibits G-1 and G-2 and approved by the City Attorney, from an issuer approved by the Director, securing the completion of the installation and construction of the improvements set forth in the Townhome Improvement Plans, and payment for all labor, materials, equipment, and services required for the installation and construction of the improvements set forth in the Townhome Improvement Plans, including any monuments as determined to be necessary by the Director or City Engineer, as follows:
(i) Performance bonds, substantially in the form attached as Exhibit G1 and approved by the City Attorney, in the amount of the Townhome Engineer's Estimate for the installation, construction and completion of the improvements set forth in the Townhome Improvement Plans, to secure the satisfactory performance of TH Owner's obligation to complete the installation and construction of the improvements set forth in the Townhome Improvement Plans; further, as provided therein, upon Acceptance of the improvements set forth in the Townhome Improvement Plans by City pursuant to Section 6 (b), the performance bond shall convert to a warranty bond in the amount of ten percent (10%) of the Townhome Engineer's Estimate for a period of one (1) year to secure the Warranty Period provided in Section 8(a) below; and
(ii) Payment bonds, substantially in the form attached as Exhibit G-2 and approved by the City Attorney, in the amount of Townhome Engineer's Estimate guarantee payment for the labor, materials, equipment, and services required for the installation, construction and completion of the improvements set forth in the Townhome Improvement Plans. (d) Use of Security. Any security provided under Section 3(a), 3 (b) and 3(c) shall be referred to collectively as the “Security”. If the installation and construction of the improvements set forth in the Multifamily Improvement Plans, Townhome Improvement Plans or Transportation Improvement Plans are not commenced or completed within the time periods specified in Sections 2(c), 2(e), or 2 (f)(i), respectively, and such period is not extended by the City or as otherwise provided under this Agreement, or Developers has not satisfactorily corrected all deficiencies during the Warranty Period (as defined below), the Security may, as determined by the Director, be used by the City for commencement and completion of the installation and construction of the improvements set forth in and in accordance with the Multifamily Improvement Plans, Townhome Improvement Plans or Transportation Improvement Plans and for the correction of any such deficiencies.

4. Construction of the Off-Site Improvements and Near Term Transportation Improvements.
(a) Permits and Fees. Developers shall not perform any work on the Off-Site Improvements or Near Term Transportation Improvements until all required permits have been obtained for the portion of work involved, and all applicable fees, including, but not limited to, Resolution No. XXXX

11 encroachment permit, building permit, plan check, inspection and testing fees, have been paid to City. In addition, no work shall commence until the Developers have submitted to the City and City has approved, which approval shall not be unreasonably withheld, all required items described in Section 2(g), as applicable, and any additional requirements of and authorizations specified in the Code, Conditions of Approval, and this Agreement, unless the Director, in his or her discretion, has granted a written waiver or deferral for one or more of these materials.

Developers acknowledge that City may inspect the construction of the Off-Site Improvements and Near Term Transportation Improvements and agrees to pay costs incurred by City for these inspection services. Costs of inspection services include, but are not limited to, checking of maps and plans, field checking, inspection and testing conducted by City staff and/or agents or consultants contracted by City to perform such services. City staff, agents and consultants shall at all times during construction of the Off-Site Improvements and Near Term Transportation Improvements have access to the work.
(b) Extensions. The Developers may request an extension of the time period specified in Sections 2(c), 2(e), or 2(f)(i) for completion of the installation and construction of the Off-Site Improvements and Near Term Transportation Improvements by written request to the Director. A request shall include satisfactory evidence, as determined by the Director, to justify the extension, and shall be made upon the Director’s determination that Developers cannot reasonably meet the deadline in the time remaining for completion. The Director may request additional information, and shall in good faith attempt to determine within thirty (30) days of the request whether to grant an extension of time. The Director’s failure to respond within the time specified shall, however, not constitute either a grant or denial of the requested extension. The Director shall not unreasonably withhold a request for an extension. The Director may reasonably condition an extension subject to the terms of this Agreement and the conditions provided in the Code, including execution of an extension agreement and the extension of any security. No extension approved hereunder shall limit or relieve a surety’s liability, or provide an extension on any future obligation under this Agreement.
(i) Consistent with Condition of Approval 2.w.iii (Willow Road and Bay Road), which requires Caltrans review and approval, MF Owner may request the ability to provide a performance bond for 100 percent of the estimated cost of the improvements plus 30 percent contingency in order to obtain occupancy of the Multifamily Portion of the Project. If MF Owner continues to work diligently to the satisfaction of the Director of Public Works or designee, but has not yet obtained approval to construct the improvements within five years from the date of issuance of the building permit for the Multifamily Component of the Project, then MF Owner shall be relieved of the responsibility to construct the improvements and the bond shall be released by the City.
(c) Revisions to Plans and Specifications. Requests by the Developers for revisions, modifications, or amendments to the approved Multifamily Improvement Plans, Townhome Improvement Plans or Transportation Improvement Plans (each a “Plan Revision”) shall be submitted in writing to the Director (with a copy to the Director’s designee). Developers shall not commence construction of any proposed Plan Revision without approval by Public Works and until revised plans have been received and approved by the Director (or the Director’s designee) in writing.

Resolution No. XXXX

12 (i) Any documentation required for a Plan Revision shall be processed with reasonable promptness, and approval of the Plan Revision shall not be deemed final until the amendment or other documentation has been completed.
(ii) Any Plan Revision request shall be accompanied by (A) a statement explaining the need for or purpose of the proposed revision, and (B) drawings and specifications and other related documents showing the proposed Plan Revision in reasonable detail, consistent with the original Plans and Specifications.

5. Release of Security. The Security, or any portions thereof, not required to secure completion of Developers’ obligation for construction or installation of Off-Site Improvements and Near Term Transportation Improvements, to satisfy claims by contractors, subcontractors, and/or persons furnishing materials or equipment, or for setting monuments, shall be released to the Developers, or its successors in interest, or reduced, pursuant to the procedures below as appropriate:
(a) Warranty Bond. Upon the Acceptance of Off-Site Improvements and Near Term Transportation Improvements in accordance with Section 6(a), the Security shall be reduced as to that portion of Off-Site Improvements and Near Term Transportation Improvements in accordance with Section 3(a)(i), 3(b)(i) and 3(c)(i). As to that portion of Off-Site Improvements and Near Term Transportation Improvements, the Security remaining following such reduction is referred to herein as the “Remaining Security,” which term shall also refer to all Security remaining after any release under this Subsection following the Director’s issuance of a Notice of Completion for the final portion of Off-Site Improvements and Near Term Transportation Improvements.
(b) Partial Release of Security. Notwithstanding the release provisions in Section 5(a) and except as provided in Section 5(c), the Security as required by Section 3 may be reduced in conjunction with completion of any portion of Off-Site Improvements and Near Term Transportation Improvements to the satisfaction of the Director in compliance with Section 6(a) to an amount determined by the Director that equals the actual cost of the completed portion of Off-Site Improvements and Near Term Transportation Improvements. Prior to the date that the conditions set forth in Section 5(c) are satisfied, in no event, however, shall the amount of the Security be reduced below the greater of (i) the amount required to guarantee the completion of the remaining portion of Off-Site Improvements and Near Term Transportation Improvements and any other obligation imposed by the Subdivision Map Act, if applicable, the Code, Conditions of Approval or this Agreement; or (ii) the warranty bond totaling ten percent (10%) of the original bond amount.
(c) Release of Remaining Security. Remaining Security shall be released when all of the following have occurred:
(i) One (1) year following the date of Acceptance (as defined below) of (or, as appropriate, a Certificate of Conformity) regarding the relevant portion of Off-Site Improvements and Near Term Transportation Improvements, or, with respect to any specific claim of defects or deficiency in Off-Site Improvements and Near Term Transportation Improvements (excepting therefrom normal wear and tear) after such has been Accepted, one (1) year following Resolution No. XXXX

13 the date that any such defect or deficiency which the Director identified in the Off-Site Improvements and Near Term Transportation Improvements in accordance with Section 6(a) has been corrected or waived in writing by the Director; and (ii) The City Clerk (or the Clerk’s designee) certifies that no claims by any contractor, subcontractor or person furnishing labor, materials or equipment for the Off-Site Improvements and Near Term Transportation Improvements have been filed with the City, or all such claims have been satisfied, withdrawn, or otherwise secured by bond or other security provided by Developers and approved by the Director (or the Director’s designee).

6. Completion and Acceptance.
(a) Director’s Inspection. No sooner than ninety (90) days prior to the date that Developers intend for the Director to issue a Notice of Completion, Developers shall make a written request to the Director of the Developers’ intent to initiate the Notice of Completion process (“Letter of Intent to Request Notice of Completion”). Upon written request from the Developers for a “Notice of Completion”, accompanied with any and all materials that are required under Section 2(g)(iii) [Other Required Documentation] related to the Notice of Completion and any other materials that the Director deferred in writing pursuant to Section 2(g)(i) or 2(g)(ii), other than those materials that the Director has deferred until Acceptance, the Director shall initiate the inspection. If the Developers fail to submit a Letter of Intent to Request Notice of Completion, the Director need not consider the Developers’ request for the Director’s issuance of a Notice of Completion until such a Letter of Intent to Request Notice of Completion is submitted to the Director and ninety (90) days have passed from the submission of the Letter; provided, however, that the Director, in his or her discretion, may agree in writing to a period of less than ninety (90) days from receipt of the Letter to consider issuance of a Notice of Completion.

If the Director determines that the Off-Site Improvements and Near Term Transportation Improvements have not been completed or does not satisfy the above requirements, Director shall notify Developers of such determination together with a statement setting forth with particularity the basis for that determination. If the Director determines that the Off-Site Improvements and Near Term Transportation Improvements has been completed and meets the above requirements, the Director shall issue the Notice of Completion. For the sake of clarity, the Developers may submit separate requests for Notices of Completion for the improvements set forth in the Multifamily Improvement Plans, improvements set forth in the Transportation Improvement Plans and improvements set forth in the Townhome Improvement Plans. Requests to further separate Notices of Completion for separate scopes of work shall be subject to the Director’s approval. (b) Acceptance. “Acceptance” by the City of the Off-Site Improvements and Near Term Transportation Improvements, or portion thereof, for public use and maintenance shall be deemed to have occurred when:
(i) The Director has issued a Notice of Completion for the Off-Site Improvements and Near Term Transportation Improvements, or portion thereof, in accordance with Section 6(a);
(ii) The Developers submit a written request to the Director to accept the Off-Site Improvements and Near Term Transportation Improvements, or portion thereof. Such Resolution No. XXXX

14 submission shall include all materials required by Section 2(g)(iv) and all materials for which the Director authorized deferral under Sections 2(g)(i), 2(g)(ii) and 2(g)(iii); and (iii) The Director, in writing, accepts the Off-Site Improvements and Near Term Transportation Improvements, or portion thereof, for public use and maintenance in accordance with the Code and Developers’ warranty obligations under Section 8(a) of this Agreement.
(c) Offers of Dedication. The Developers’ statements on a Final Map, if applicable, include or shall include certain irrevocable offers of dedication of improvements, easements shown only on the map, easements by agreement, and real property in fee simple. In addition to statements on a Final Map, if applicable, offers of dedication of improvements shall be made by separate instrument(s); offers of dedication of real property in fee simple shall be made by separate instrument(s) and separate deed(s); and offers of dedication of easements shall be made by separate instrument(s). The City Council shall accept, conditionally accept, or reject such offers of easements or fee simple in real property, if applicable, at its discretion, and may accept these offers of easements or fee simple in real property at its convenience through formal action of the City Council or as otherwise provided in local law. The Public Works Director shall accept, conditionally accept, or reject for public right-of-way and utility purposes the Off-Site Improvements and Near Term Transportation Improvements (or a portion of the Off-Site Improvements and Near Term Transportation Improvements), in writing, in accordance with Section 6(b). The Final Map, if applicable, may include certain offers of dedication of easements or fee simple in real property as more particularly set forth therein; upon the Director’s issuance of a Notice of Completion for the Off-Site Improvements and Near Term Transportation Improvements, or portion thereof, in accordance with Section 6(a) of this Agreement, the City Council shall by resolution accept, conditionally accept, or reject such offers of dedication of easements or fee simple in real property.
(d) Dedication. In addition to accepting improvements, if applicable, the City shall dedicate the Off-Site Improvements and Near Term Transportation Improvements to public use and shall designate them for their appropriate public uses.

7. Developers’ Maintenance Responsibility.
(a) General Maintenance and Liability Prior to Acceptance. Prior to Acceptance, Developers shall be responsible for the maintenance and repair of the Off-Site Improvements and Near Term Transportation Improvements, in accordance with the obligations identified for the MF Owner and TH Owner in Section 2, and shall bear liability regarding the same.
(b) Maintenance and Liability Following Acceptance. Following Acceptance of Off-Site Improvements and Near Term Transportation Improvements, and subject to Section 8(a), the City shall assume the responsibility of operating and maintaining and shall be liable for such Off-Site Improvements and Near Term Transportation Improvements in accordance with State law and the Code, as either may be amended from time to time. Without limiting the generality of the foregoing, nothing in this Agreement shall be construed to mean that City shall have right to call upon the Security pursuant to Section 8(a) for the repair, replacement, restoration, Resolution No. XXXX

15 or maintenance of the Off-Site Improvements and Near Term Transportation Improvements damaged during the Warranty Period by the actions of third parties following Acceptance by the City or by ordinary wear and tear or harm or damage from improper operation of the Off-Site Improvements and Near Term Transportation Improvements by the City, or any agent or agency of either. Furthermore, without limiting the generality of the foregoing, nothing in this Agreement shall be construed to mean that Developers do not retain responsibility for maintenance and repair of “sidewalks” and “walkways”, as defined in California Streets and Highways Code §5600 and Menlo Park Municipal Code §13.08.010, respectively, constructed as part of the Off-Site Improvements, pursuant to California Streets and Highways Code §5600 et seq. and Chapter 13.08 of Title 13 of the Code, as said provisions may be amended from time to time. (c) Protection of Off-Site Improvements and Near Term Transportation Improvements. Developers may, but shall not be obligated to, allow access by the public to portions of the Off-Site Improvements and Near Term Transportation Improvements that have been constructed but not Accepted. In order to protect the Off-Site Improvements and Near Term Transportation Improvements from damage and to minimize Developers’ exposure to liability until such time as the applicable Off-Site Improvements and Near Term Transportation Improvements, or portion thereof, is Accepted, Developers may erect a construction fence or other physical barrier around areas under construction, to be constructed in the future, or constructed but not Accepted, provided that Developers have procured all necessary permits and complied with all applicable laws. However, no construction fence or other physical barrier may be built or maintained if the Director determines that a construction fence or other physical barrier adversely affects public health or safety by unreasonably restricting the ingress and egress of the public to and from a public right of way. For purposes of the preceding sentence, if there exists an alternative means of ingress and egress other than the Off-Site Improvements and Near Term Transportation Improvements, then the Director may not determine that the construction fence or other physical barrier constitutes an unreasonable restriction of ingress and egress of the public to and from a public right of way.

8. Warranty and Indemnity.
(a) Warranty. Acceptance of Off-Site Improvements and Near Term Transportation Improvements by the City shall not constitute a waiver of any defects. Separate and apart from any warranty provided at law, Developers covenant that all Off-Site Improvements and Near Term Transportation Improvements constructed or installed by Developers shall be free from defects in material or workmanship and shall perform satisfactorily for a period (a “Warranty Period”) of one (1) year for all portions of the Off-Site Improvements and Near Term Transportation Improvements. Such Warranty Period shall begin upon the Acceptance of the OffSite Improvements and Near Term Transportation Improvements (or portion thereof), except that the Warranty Period for plant materials and trees planted as part of the Off-Site Improvements and Near Term Transportation Improvements shall not commence until the plant establishment period set in accordance with the Multifamily Improvement Plans, Townhome Improvement Plans and Transportation Improvement Plans has satisfactorily passed. During the Warranty Period, Developers shall, as necessary, and upon receipt of a request in writing from the Director that defective work be corrected, inspect, correct, repair or replace any defects in the Off-Site Improvements and Near Term Transportation Improvements (excepting therefrom normal wear and tear) at its own expense. Should Developers fail to act with reasonable promptness to make Resolution No. XXXX

16 such inspection, correction, repair or replacement, or should an emergency require that inspection, correction, repair or replacement be made before Developers can be notified (or prior to Developers’ ability to respond after notice), the City may, at its option, upon notice to Developers, make the necessary inspection, correction, repair or replacement or otherwise perform the necessary work and Developers shall reimburse the City for the actual cost thereof. During the Warranty Period, the City shall hold the Developers’ Security, reduced as described in Section 5, to secure performance of Developers’ foregoing warranty obligations. Developers’ responsibility during the Warranty Period shall include repairing defects and defective material or workmanship, but not ordinary wear and tear or harm or damage from improper maintenance or operation of the Off-Site Improvements and Near Term Transportation Improvements by the City, or any agent or agency of either.
(b) Indemnification of City. Developers, its successors and assigns, shall defend and indemnify the Indemnitees from and against any and all loss, cost, damage, injury, liability, and claims (“Losses”) to the extent arising from Developers’ breach of or negligent performance (or nonperformance) of this Agreement, except to the extent that such indemnity is void or otherwise unenforceable under applicable law, and except to the extent such Loss is the result of the gross negligence or willful misconduct of City, and further provided that any demand for indemnification hereunder with respect to negligent or defective construction must be brought, if at all, within one (1) year after expiration of the Warranty Period applicable to the Off-Site Improvements, or portion therefore. The foregoing indemnity shall include, without limitation, reasonable fees of attorneys, consultants and experts and related costs, and the City’s cost of investigating any claims against the City.
(c) Limitation on City Liability. The City shall not be an insurer or surety for the design or construction of the Off-Site Improvements and Near Term Transportation Improvements pursuant to the approved Multifamily Improvement Plans, Townhome Improvement Plans and Transportation Improvement Plans, nor shall any officer or employee thereof be liable or responsible for any accident, loss, or damage happening or occurring during the construction of the Off-Site Improvements and Near Term Transportation Improvements as specified in this Agreement, except as may arise due to the gross negligence or willful acts or omissions of the City.

9. Insurance. Prior to performing any Work pursuant to this Agreement, Developers shall, at its sole cost and expense, procure and maintain in effect, or cause to be procured and maintained in effect by contractor performing said Work, insurance coverage for general liability, automobile liability, workers compensation, pollution liability and Builder’s Risk against claims which may arise out of or result from the design, installation, construction and completion of the Off-Site Improvements by Developers, its agents, employees and contractors. Concurrent with the delivery of the documentation set forth in Exhibit D in accordance with the provisions of Section 2(g)(i) and 2 (g)(ii), Developers shall deliver to City one or more certificates of coverage, with the appropriate endorsements outlined below. The insurance policies shall be provided by a financially responsible insurance company authorized to write business in the State of California and have, at Resolution No. XXXX

17 all times, a Best’s rating of “A- VII” (A minus VII) or better by AM Best & Company, and with coverage and policy limits as follows:
(i) The general liability insurance coverage shall have a per occurrence limit of two million and 00/100 dollars ($2,000,000.00) and an aggregate limit of at least five million and 00/100 dollars ($5,000,000.00), and shall be endorsed to (a) include the Indemnitees as additional covered parties providing all required coverages including coverages for both ongoing and completed operations, (b) stipulate that such coverage is primary and is not excess of, or contributing with, any other insurance carried by, or for the benefit of the Indemnitees, (c) apply separately to each insured and additional insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability, (d) waive any and all right of subrogation against the Indemnitees, and (e) contain a cross liability/severability endorsement (unless the base policy contains a separation of insureds clause accomplishing the same result); (ii) The auto liability insurance coverage shall cover all owned, hired and non-owned vehicles utilized in connection with the construction of the Off-Site Improvements with a per occurrence limit of two million and 00/100 dollars ($2,000,000.00) and an aggregate limit of not less than five million and 00/100 dollars ($5,000,000.00), and shall be endorsed to (a) include the Indemnitees as additional covered parties, (b) stipulate that such coverage is primary and is not excess of, or contributing with, any other insurance carried by, or for the benefit of the Indemnitees, (c) apply separately to each insured and additional covered parties against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability, (d) waive any and all right of subrogation against the Indemnitees, and (e) contain a cross liability/severability endorsement (unless the base policy contains a separation of insureds clause accomplishing the same result); (iii) Worker’s Compensation insurance as required by the State of California which shall be endorsed to waive any and all rights of subrogation against the Indemnitees; further, any and all subcontractors shall maintain insurance coverage limits in accordance with state statute which shall also be endorsed to waive any and all rights of subrogation against the Indemnitees; (iv) Pollution liability coverage shall have coverage limits of not less than $2,000,000 for each claim arising from the discharge, dispersal, release or escape of any irritant or contaminant into or upon land, any structure, the atmosphere, watercourse or body of water, including groundwater; coverage shall include on and off-site clean up and emergency response costs and claims arising from above ground and below ground storage tanks; and (v) Builder’s Risk property insurance (either directly or through Developers’ general contractor) on all buildings, structures, improvements, materials and real property on site, that are intended to be, or have already been incorporated into and forming part of the Work. Such coverage shall be on a builder’s risk “special perils” or equivalent policy form in an amount not less than the Multifamily Engineer's Estimate and the Transportation Engineer's Estimate in the case of the MF Owner and the Townhome Engineer's Estimate in the case of the TH Owner, plus the value of subsequent contract modifications and the cost of the materials supplied or installed by others, comprising the total value of the Work on a replacement cost basis, with a deductible not to exceed $100,000.00. Such property insurance shall be maintained for the Work, unless otherwise agreed in writing by City. This insurance shall include the interests of City and the other Resolution No. XXXX

18 Indemnitees, Developers, Developers’ contractor and subcontractors on the Work. City shall further have the right to review and reasonably approve the form of Builder’s Risk policy.

10. Miscellaneous.
(a) Relationship Between the Parties; Authority; Binding Effect. In performing its obligations under this Agreement, the Developers are independent contractors and not an agent or employee of the City. This Agreement does not create any partnership or agency between the Parties, each of which is, and at all times shall remain, solely responsible for all acts of its officials, employees, agents, contractors and any subcontractors, including any negligent acts or omissions.

No Party is an agent of the other, and has no authority to act on behalf of or to bind the other Party to any obligation whatsoever. Each Party executing this Agreement on behalf of a Party represents and warrants that such person is duly and validly authorized to do so on behalf of the entity it purports to bind. Each of the terms, covenants and conditions of this Agreement shall extend to and be binding on and shall inure to the benefit the Parties and each of their respective successors and assigns and all those taking by, under or through it or them. (b) Venue; Attorneys’ Fees. In the event that any action is brought by either Party hereto as against the other Party for the enforcement or declaration of any right or remedy in or under this Agreement or for the breach of any covenant or condition of this Agreement, venue for any such proceeding shall be in the Superior Court of the County of San Mateo, State of California. Should any party hereto institute any action or proceeding in court or other dispute resolution mechanism (“DRM”) to enforce any provision hereof by reason of an alleged breach of any provision of this Agreement, the prevailing party shall be entitled to receive from the losing party, court or DRM costs or expenses incurred by the prevailing party including, without limitation, expert witness fees, document copying expenses, exhibit preparation costs, carrier expenses and postage and communication expenses, and such amount as the court or DRM may adjudge to be reasonable attorneys’ fees for the services rendered the prevailing party in such action or proceeding. Attorneys’ fees under this Section 10(b) include attorneys’ fees on any appeal, and, in addition, a party entitled to attorneys’ fees shall be entitled to all other reasonable costs and expenses incurred in connection with such action. (c) Notices.
(i) A notice or communication under this Agreement by either Party to the other (or by or to the Director) shall be sufficiently given or delivered if dispatched by hand or by registered or certified mail, postage prepaid, or via electronic mail, addressed as follows:

In the case of a notice or communication to the Public Works Director:

City of Menlo Park
701 Laurel Street
Menlo Park, CA 94025-3483
Attn: Nicole H. Nagaya, Public Works Director
Reference: Menlo Uptown
Email: [email protected]
Resolution No. XXXX

19 With copies to:

Office of the City Attorney
c/o Burke, Williams & Sorensen, LLP
181 Third Street, Suite 200
San Rafael, CA 94901-6587
Attn: Nira Doherty, City Attorney
Reference: Menlo Uptown
Email: [email protected]
And in the case of a notice or communication to the Developers:

CLPF GRP Uptown Menlo Park, LLC
450 Sansome Street, Suite 500
San Francisco, CA 94111
Attn: Matthew Udouj
Email: [email protected]
CLPF CRP TH Menlo Park, LLC,
450 Sansome Street, Suite 500
San Francisco, CA 94111
Attn: Matthew Udouj
Email: [email protected]
With copies to:

Chelsea Maclean
Holland & Knight, LLP
50 California Street, Suite 2800
San Francisco, CA 94111
Email: [email protected]
(ii) Any mailing address may be changed at any time by giving written notice of such change in the manner provided above at least ten (10) days prior to the effective date of the change. All notices under this Agreement shall be deemed given, received, made or communicated on the date personal receipt actually occurs or, if mailed, on the delivery date or attempted delivery date shown on the return receipt or, if by electronic mail transmission, on the date when sent provided that the sender receives no notice of non-delivery. (d) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the permitted successors and assigns of the Parties hereto, and upon such transfer in accordance with the provisions set forth herein, the Developers shall be released from its obligations hereunder. Any assignment of rights and obligations under this Agreement shall be in writing between City, Developers and its assignee, shall clearly identify the scope of the rights and/or obligations assigned and shall be subject to the approval of the Director and City Attorney, Resolution No. XXXX

20 including, but not limited to, the requirement that the assignee provides replacement bonds that are consistent with Exhibits G-1 and G-2 in an amount required to secure any remaining obligations as approved by City, the assignee provides proof of adequate insurance in the amount previously provided by Developers and by an insurer with an equal or better credit rating, and the assignee has obtained all rights, title and interest in and to the Property and any other real estate rights reasonably required to satisfy all other conditions required to complete the Work contemplated by this Agreement.
(e) Legal and Equitable Relief. Each Party shall have the right (but not the obligation) to prosecute any proceedings at law or in equity against any other Party, or any other person or entity, violating or attempting to violate or defaulting in the performance of any of the provisions contained in this Agreement in order to prevent such party, person or entity from violating or attempting to violate or defaulting in the performance of any of the provisions of this Agreement or to recover damages for any such violation or default. It is agreed that damages would be an inadequate remedy for violation of this Agreement by any party and, therefore, injunctive or other appropriate equitable relief shall be available to the other party. The remedies available under this Section 10(e) shall include, by way of illustration but not limitation, ex parte applications for temporary restraining orders, preliminary injunctions and permanent injunctions enjoining any such violation or attempted violation or default, and actions for specific performance of this Agreement. The result of every action or omission whereby any covenant, condition or restriction herein contained is violated in whole or in part is hereby declared to be and to constitute a nuisance, and every remedy allowed by law or equity against any party, either public or private, shall be applicable against every such result and may be exercised by any party. (f) Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by another Party, or the failure by a Party to exercise its rights upon the default of another Party, shall not constitute a waiver of such Party’s right to insist upon and demand strict compliance by the other Party with the terms of this Agreement thereafter. (g) Parties in Interest. Nothing in this Agreement, expressed or implied, is intended to or shall be construed to confer upon or to give to any person or entity other than the City and the Developers, any rights, remedies or claims under or by reason of this Agreement or any covenants, conditions or stipulations hereof; and all covenants, conditions, promises, and agreements in this Agreement contained by or on behalf of the City, or the Developers shall be for the sole and exclusive benefit of the named Parties.
(h) Amendment. This Agreement may be amended, from time to time, by written supplement or amendment hereto and executed by the City and the Developers. The Director of Public Works, with the consent and approval of the City Attorney, is authorized to execute on behalf of the City any amendment that the Director determines is in the City’s best interests and does not materially increase the City’s obligations or materially diminish the City’s rights under this Agreement. The foregoing notwithstanding, nothing herein shall preclude the Director from seeking and securing approval or concurrence of any amendment by the City Council.
(i) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

Resolution No. XXXX

21 (j) Interpretation of Agreement. The recitals above and exhibits attached hereto are incorporated herein by reference and comprise part of this Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and no prior oral or written understanding shall be of any force or effect with respect to the matters covered herein. The titles to the sections of this Agreement are not a part of this Agreement and shall have no effect upon the construction or interpretation of any part of this Agreement. As used in this Agreement, masculine, feminine or neuter gender and the singular or plural number shall each be deemed to include the others where and when the context so dictates. The word “including” shall be construed as if followed by the words “without limitation.” This Agreement shall be interpreted as though prepared jointly by both Parties. The laws of the State of California, without regard to conflict of laws principles, shall govern the interpretation and enforcement of this Agreement. This Agreement shall be interpreted as though jointly prepared by both Parties. (k) Severability. If any term, provision, condition or covenant of this Agreement or its application to any party or circumstances shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term, provision, condition or covenant to persons or circumstances other than those as to whom or which it is held invalid or unenforceable, shall not be affected, and shall be valid and enforceable to the fullest extent permitted by law.
(l) Recording Agreement. This Agreement shall be recorded against the title of the Property.
(m) Purpose and Effect of Recording. This Agreement shall be recorded for the purpose of providing constructive notice to any future owner of the Property of Developers’ obligations and responsibilities under this Agreement.
(n) Notice of Termination. At the time all the obligations and requirements specified in this Agreement are fully satisfied as determined by the Director of Public Works in consultation with affected City departments, the Parties shall execute and record (if applicable) a Notice of Termination.

IN WITNESS WHEREOF, the City, and MF Owner and TH Owner have executed this Agreement in one or more copies as of the day and year first above written. [SIGNATURES ON NEXT PAGE]
Resolution No. XXXX

22 MF OWNER:

CLPF GRP Uptown Menlo Park, LLC, a Delaware limited liability company By: GS Uptown MP Manager, LLC, a Delaware limited liability company, its Managing Manager
By:

Name:

Its:

TH OWNER:

CLPF CRP TH Menlo Park, LLC, a Delaware limited liability company By: GS Uptown MP Manager, LLC, a Delaware limited liability company, its Managing Member
By:

Name:

Its:

CITY:

CITY OF MENLO PARK,
a municipal corporation
By: __________________________
Its: __________________________
APPROVED AS TO FORM:

CITY ATTORNEY
City Attorney
Resolution No. XXXX

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LIST OF EXHIBITS
Exhibit A-1 – Legal Description of Multifamily Property Exhibit A-2 – Legal Description of Townhome Property
Exhibit B – List of Off-Site Improvements
Exhibit C – List of Transportation Improvements
Exhibit D – Documents Required by City Pursuant to Section 2(g)(i) and 2(g)(ii) Exhibit E – Documents Required by City Pursuant to Section 2(g)(iii) to Request Notice of Completion
Exhibit F – Documents Required by City Pursuant to Section 2(g)(iv) to Request Acceptance by Public Works Director
Exhibit G-1 – Performance Bond
Exhibit G-2 – Payment Bond
Resolution No. XXXX

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EXHIBIT A-1
Legal Description of Multifamily Property
Resolution No. XXXX

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Resolution No. XXXX

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EXHIBIT A-2
Legal Description of Townhome Property
Resolution No. XXXX

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EXHIBIT B
List of Off-Site Improvements
Off-Site Improvements for Multifamily Component:
• Sewer Upsize on Jefferson
• Sewer Upsize on Chrysler
• Portion of Water Main Relocation on Constitution (along MF frontage) • Portion of Gas Main Relocation on Constitution (along MF frontage) • Gas main relocation on Jefferson
• Electric Undergrounding across Jefferson
Parcel adjacent improvements
• Asphalt Paving Improvements
• Concrete Improvements
• Sanitary Sewer
• Storm Drain
• Landscape & Irrigation
• Water
• Dry Utility
• Demolition
• Green Infrastructure
Off-Site Improvements for Townhome Component:
• Portion of Water Main Relocation on Constitution (along TH Frontage) • Portion of Gas Main Relocation on Constitution (along TH Frontage) Parcel adjacent improvements
• Asphalt Paving Improvements
• Concrete Improvements
• Sanitary Sewer
• Storm Drain
• Landscape & Irrigation
• Water
• Dry Utility
• Demolition
• Green Infrastructure
Resolution No. XXXX

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EXHIBIT C
List of Transportation Improvements
Transportation Improvements:

Near Term Transportation Improvements - Requiring Plans and Specifications for Construction (unless modified by City Council):

Condition of Approval 2.w.iii.

Under the Near Term scenario, the proposed intersection improvement at the intersection of Willow Road and Bay Road is to modify southbound Bay Road to have two left-turn lanes and one right turn lane. This improvement was studied and is included in the City’s TIF program.

The proposed improvement would require Caltrans approval. Both above and below ground utilities may require modification due to the widening. Simultaneous with the submittal of a complete building permit application, the applicant shall submit complete plans for this improvement. Complete plans shall include all necessary requirements to construct the improvements, including but not limited to, grading and drainage improvements, utility relocations, tree protection requirements, striping modifications, and a detailed cost estimate.

The plans are subject to review by the City. Upon obtaining approval from the Director of Public Works or designee, the applicant shall construct the improvements prior to occupancy of the first building. If Caltrans approval has not been obtained prior to occupancy of the first building, but the applicant demonstrates that it has worked diligently to pursue Caltrans approval to the satisfaction of the Director of Public Works or designee, the applicant shall submit to the City a performance bond for 100 percent of the estimated costs plus a 30 percent contingency.

The applicant shall continue to pursue approval and construction for a period of five years from the date of issuance of the first building permit. If the applicant continues to work diligently to the satisfaction of the Director of Public Works or designee, but has not yet obtained approval to construct the improvement, then the applicant shall be relieved of responsibility to construct the improvement and the bond shall be released by the City of Menlo Park.

Condition of Approval 2.ww.iv.

Under the Near Term scenario, the proposed intersection improvement at the intersection of Willow Road and Coleman Avenue is to install a right-turn lane on eastbound Willow Road and restripe the shared through/right lane to through lane resulting in having one left-turn lane, one through lane, and one right-turn lane in this direction. Both above and below ground utilities may require modification due to the widening. This improvement is not included in the City’s TIF program. Simultaneous with the submittal of a complete building permit application, the applicant shall submit complete plans for this improvement. Complete plans shall include all necessary requirements to construct the improvements, including but not limited to, grading and drainage improvements, utility relocations, tree protection requirements, striping modifications, and a detailed cost estimate. The plans are subject to review by the City. Upon obtaining approval from the Director of Public Works or designee, the applicant shall construct the improvements prior to occupancy. Any project(s) approved within 10 years of the approval date Resolution No. XXXX