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Home My WebLink About2017-03-16 Architectural Review Board Agenda Packet_______________________ 1. Spokespersons that are representing a group of five or more people who are identified as present at the meeting at the time of the spokesperson’s presentation will be allowed up to fifteen (15) minutes at the discretion of the Chair, provided that the non-speaking members agree not to speak individually. 2. The Chair may limit Oral Communications to 30 minutes for all combined speakers. 3. The Chair may reduce the allowed time to speak to three minutes to accommodate a larger number of speakers. Architectural Review Board Regular Meeting Agenda: March 16, 2017 Council Chambers 250 Hamilton Avenue 8:30 AM Call to Order / Roll Call Oral Communications The public may speak to any item not on the agenda. Three (3) minutes per speaker.1,2 Agenda Changes, Additions, and Deletions The Chair or Board majority may modify the agenda order to improve meeting management. City Official Reports 1. Transmittal of the ARB Meeting Schedule and Attendance Record, and Administrative Staff-Level Architectural Review Approvals Study Session Public Comment is Permitted. Five (5) minutes per speaker.1,3 2. 1451 Middlefield Road [16PLN-00217]: Request for Review of Updated Concept Plans for a One-Story, 14,790 Square Foot Replacement and Expansion Building for the Junior Museum and Zoo and Reconfiguration of the Adjacent Parking Lots. The ARB Previously Considered a Preliminary Review Application on January 19, 2017; Applicant Requests Initial Feedback on Design Modifications in Advance of Formal Application Review. Environmental Assessment: Pending - No Action is Taking Place at This Meeting. Zoning District: Public Facilities (PF). For More Information Please Contact the Project Planner Amy French at amy.french@cityofpaloalto.org. Action Items Public Comment is Permitted. Applicants/Appellant Teams: Ten (10) minutes, plus ten (10) minutes rebuttal. All others: Five (5) minutes per speaker.1,3 3. PUBLIC HEARING / QUASI-JUDICIAL. 240 Pasteur Drive [16PLN-00362]: Recommendation on the Applicant's Request for approval of an Architectural Review to Allow the Construction of the a new Biomedical Innovations Building for the Stanford University School of Medicine. The Approximately 215,000 Square Foot _______________________ 1. Spokespersons that are representing a group of five or more people who are identified as present at the meeting at the time of the spokesperson’s presentation will be allowed up to fifteen (15) minutes at the discretion of the Chair, provided that the non-speaking members agree not to speak individually. 2. The Chair may limit Oral Communications to 30 minutes for all combined speakers. 3. The Chair may reduce the allowed time to speak to three minutes to accommodate a larger number of speakers. Building was Previously Entitled in 2011. The Proposed Project Includes Architectural Modifications to Reflect Updated Internal Program Needs, Surrounding Pathways, Heritage Trees, and the Architecture of the Adjacent Hospital. Environmental Assessment: An Environmental Impact Report was Previously Certified for This Project Pursuant to the California Environmental Quality Act (CEQA). Zoning District: HD 4. PUBLIC HEARING/QUASI-JUDICIAL: 475 Cambridge Avenue [16PLN-00250]: Request for ARB Hearing of a Tentative Approval of an Architectural Review to allow a Steel Beam Trellis Structure Over a 28,051 Square Foot Area to Support a Solar Development on the Top Floor of an Existing City Parking Structure. Environmental Assessment: Exempt From CEQA per Guideline Sections 21080.35, 15303, and 15301 (Existing Facilities). Zoning District: Public Facility. For more information, contact the project planner Amy French at amy.french@cityofpaloalto.org 5. PUBLIC HEARING/QUASI-JUDICIAL: 275 Cambridge Avenue [16PLN-00278]: Request for ARB Hearing of a Tentative Approval of an Architectural Review to allow a Steel Beam Trellis Structure Over a 20,645 Square Foot Area to Support a Solar Development on the Top Floor of an Existing City Parking Structure. Environmental Assessment: Exempt From CEQA per Guideline Sections 21080.35, 15303, and 15301 (Existing Facilities). Zoning District: Planned Community (PC-4127). For more information, contact the project planner Amy French at amy.french@cityofpaloalto.org Approval of Minutes Public Comment is Permitted. Five (5) minutes per speaker.1,3 6. February 16, 2017 Draft Architectural Review Board Meeting Minutes Subcommittee Items Board Member Questions, Comments or Announcements Adjournment _______________________ 1. Spokespersons that are representing a group of five or more people who are identified as present at the meeting at the time of the spokesperson’s presentation will be allowed up to fifteen (15) minutes at the discretion of the Chair, provided that the non-speaking members agree not to speak individually. 2. The Chair may limit Oral Communications to 30 minutes for all combined speakers. 3. The Chair may reduce the allowed time to speak to three minutes to accommodate a larger number of speakers. Palo Alto Architectural Review Board Boardmember Biographies, Present and Archived Agendas and Reports are available online: http://www.cityofpaloalto.org/gov/boards/architectural/default.asp. The ARB Boardmembers are: Chair Alex Lew Vice Chair Kyu Kim Boardmember Peter Baltay Boardmember Wynne Furth Boardmember Robert Gooyer Get Informed and Be Engaged! View online: http://midpenmedia.org/category/government/city-of-palo-alto or on Channel 26. Show up and speak. Public comment is encouraged. Please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Board Secretary prior to discussion of the item. Write to us. Email the ARB at: arb@cityofpaloalto.org. Letters can be delivered to the Planning & Community Environment Department, 5th floor, City Hall, 250 Hamilton Avenue, Palo Alto, CA 94301. Comments received by 2:00 PM the Thursday preceding the meeting date will be included in the agenda packet. Comments received afterward through 3:00 PM the day before the meeting will be presented to the Board at the dais. Material related to an item on this agenda submitted to the ARB after distribution of the agenda packet is available for public inspection at the address above. Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329-2550 (voice) or by emailing ada@cityofpaloalto.org. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service. 2017 Schedule Architectural Review Board Meeting Schedule & Assignments Meeting Dates Time Location Status Planned Absences 1/5/2017 8:30 AM Council Chambers Canceled 1/19/2017 8:30 AM Council Chambers Regular 2/2/2017 8:30 AM Council Chambers Regular 2/16/2017 8:30 AM Council Chambers Regular Peter Baltay 3/2/2017 8:30 AM Council Chambers Regular 3/16/2017 8:30 AM Council Chambers Regular 4/6/2017 8:30 AM Council Chambers Regular 4/20/2017 8:30 AM Council Chambers Regular 5/4/2017 8:30 AM Council Chambers Regular 5/18/2017 8:30 AM Council Chambers Regular 6/2/2017 8:30 AM Council Chambers Regular 6/16/2017 8:30 AM Council Chambers Regular 7/6/2017 8:30 AM Council Chambers Regular 7/20/2017 8:30 AM Council Chambers Regular 8/3/2017 8:30 AM Council Chambers Regular 8/17/2017 8:30 AM Council Chambers Regular 9/8/2017 8:30 AM Council Chambers Regular 9/22/2017 8:30 AM Council Chambers Regular 10/6/2017 8:30 AM Council Chambers Regular 10/20/2017 8:30 AM Council Chambers Regular 11/3/2017 8:30 AM Council Chambers Regular 11/17/2017 8:30 AM Council Chambers Regular 12/15/2017 8:30 AM Council Chambers Regular 12/29/2017 8:30 AM Council Chambers Regular 2017 Subcommittee Assignments January February March April May June (Gooyer/ Baltay) (Gooyer/ Baltay) (Gooyer/ Baltay) (Baltay/ Kim) (Baltay/ Kim) (Baltay/ Kim) July August September October November December (Kim/ Furth) (Kim/ Furth) 8/18 (Kim/ Furth) (Furth/ Lew) (Furth/ Lew) (Furth/ Lew) Architectural Review Board Staff Report (ID # 7821) Report Type: Study Session Meeting Date: 3/16/2017 City of Palo Alto Planning & Community Environment 250 Hamilton Avenue Palo Alto, CA 94301 (650) 329-2442 Summary Title: 1451 Middlefield Road: Junior Museum and Zoo Title: 1451 Middlefield Road [16PLN-00217]: Request for Review of Updated Concept Plans for a One-Story, 14,790 Square Foot Replacement and Expansion Building for the Junior Museum and Zoo and Reconfiguration of the Adjacent Parking Lots. The ARB Previously Considered a Preliminary Review Application on January 19, 2017; Applicant Requests Initial Feedback on Design Modifications in Advance of Formal Application Review. Environmental Assessment: Pending - No Action is Taking Place at This Meeting. Zoning District: Public Facilities (PF). For More Information Please Contact the Project Planner Amy French at amy.french@cityofpaloalto.org. From: Hillary Gitelman Recommendation Staff recommends the Architectural Review Board (ARB): 1. Conduct a study session as a follow up to the January 19, 2017 Preliminary Architectural Review to view an alternative site plan and discuss project approach. Report Summary The City is seeking the ARB’s preliminary comments on a reconfigured site plan in response to the January 19, 2017 Preliminary Architectural Review. The project is the replacement of the existing Junior Museum and Zoo (JMZ) with a new museum and education building, outdoor zoo with netted enclosures, and perimeter site improvements on the site of the current facilities. The proposed project scope was developed in coordination with the Rinconada Park Long Range Plan for the surrounding park improvements, parking lot reconfiguration and adjacent public facilities. The January 19, 2017 Preliminary Review staff report, without attachments, is provided as Attachment A; it contains background information and documents related to the project. The ARB report was forwarded to the HRB for its study session on City of Palo Alto Planning & Community Environment Department Page 2 January 26, 2017. Meeting minutes from the 2017 ARB and Historic Resources Board (HRB) sessions are provided as Attachment B and C, respectively. Background Following the study sessions on January 19th with the ARB and January 26th with the HRB, the applicant team revised the site plan significantly. The goal of the study session is to confirm the new site plan concepts are heading in the right direction in response to ARB and HRB comments. In addition to providing a more civic entry from the parking lot and pedestrian entrance and building orientation toward Middlefield Road, the plans indicate the parking lot has been reconfigured. The revised site plan is provided as Attachment D. The applicant has also provided a summary (Attachment E), and images of building design concepts, and massing/elevation studies will be presented for discussion with the ARB at the study session. The ARB may be interested to learn that Page and Turnbull will be making further modifications to the historic resources evaluation provided with the January 19th report, as well as researching and preparing a report regarding the historic features of the Girl Scout House/Lou Henry Hoover House and other aspects of the Rinconada Park site. Prior City Reviews & Action City Council: Study session conducted on 11/21/16; Staff Report link: http://www.cityofpaloalto.org/civicax/filebank/documents/54681 PTC: None. HRB: Study session conducted on 1/26/17; Staff Report link: http://www.cityofpaloalto.org/civicax/filebank/documents/55583 ARB: Study session conducted on 1/19/17; staff report link: http://www.cityofpaloalto.org/civicax/filebank/documents/55507. March 19, 2015 Study Session of an 18,400 sf replacement building https://www.cityofpaloalto.org/civicax/filebank/documents/46405; Action Minutes (not verbatim) are available at http://www.cityofpaloalto.org/civicax/filebank/documents/46924 PRC: Two Study Sessions in 2015; One session April 26, 2016; Report link: http://www.cityofpaloalto.org/civicax/filebank/documents/52063 (PRC supports reconfigured relationship with Park; Minutes: http://www.cityofpaloalto.org/civicax/filebank/documents/52999 Discussion The purpose of this study session to provide comments to the applicant regarding the revised concept plans. No action is being taken at this meeting and further plan refinement is required prior to the ARBs formal review of the project. Public Notification, Outreach & Comments ARB study sessions do not require notification more than 72 hours in advance. The agenda was posted more than 72 hours in advance. City of Palo Alto Planning & Community Environment Department Page 3 Report Author & Contact Information ARB1 Liaison & Contact Information Amy French, AICP, Chief Planning Official Jodie Gerhardt, AICP, Planning Manager (650) 329-2336 (650) 329-2575 amy.french@cityofpaloalto.org jodie.gerhardt@cityofpaloalto.org Attachments:  Attachment A: January 19, 2017 ARB staff report without attachments (DOC)  Attachment B: 1 19 17 excerpt minutes ARB meeting JMZ (DOCX)  Attachment C: 1.26.17 HRB JMZ Excerpt Minutes (DOCX)  Attachment D: Revised Site Plan (DOCX)  Attachment E: March 3 2017 CAW summary (PDF) 1 Emails may be sent directly to the ARB using the following address: arb@cityofpaloalto.org Architectural Review Board Staff Report (ID # 7100) Report Type: Study Session Meeting Date: 1/19/2017 City of Palo Alto Planning & Community Environment 250 Hamilton Avenue Palo Alto, CA 94301 (650) 329-2442 Summary Title: 1451 Middlefield (Prelim JMZ) Title: PUBLIC HEARING: 1451 Middlefield Road [16PLN-00217]: Preliminary Architectural Review of a One-Story, 14,790 Square Foot Replacement Building for an Expanded Junior Museum and Zoo and Reconfiguration of the Adjacent Parking Lots. Environmental Assessment: Not a Project. Formal Application will be Subject to CEQA Review. Zoning District: Public Facilities (PF) From: Jonathan Lait Recommendation It is recommended that the Architectural Review Board (ARB) conduct a preliminary review of the Junior Museum and Zoo (JMZ) project planned for 1451 Middlefield Road. Report Summary The Community Services Department is seeking the ARB’s preliminary comments on the project, which is to replace the existing Junior Museum and Zoo (JMZ) with a new museum and education building, outdoor zoo with netted enclosures, and perimeter site improvements on the site of the current facilities. This review follows a recent Council session conducted November 21, 2016, and is the second ARB study session on the topic of a replacement structure for the JMZ. The proposed project scope has been developed in coordination with the Rinconada Park Long Range Plan for the surrounding park improvements, parking lot reconfiguration and adjacent public facilities. Plans are viewable after entering the project address into the designated search box at https://paloalto.buildingeye.com/planning. There are multiple layers of site goals and constraints for this project. The site is shown on the location map (Attachment A). Background Project Information City of Palo Alto Planning & Community Environment Department Page 2 Owner: City of Palo Alto Architect: Sarah Vaccaro, Cody Anderson Wasney Representative: John Aiken, Community Services Sr. Program Manager Legal Counsel: City Attorney Property Information Address: 1451 Middlefield Road (JMZ) Neighborhood: Community Center Lot Dimensions & Area: 800 feet Middlefield Rd. dimension; 795,841 square feet (sf) total area Housing Inventory Site: No Located w/in a Plume: No Protected/Heritage Trees: Yes Historic Resource(s): Lucie Stern Community Center is a Category 1 Resource (includes CSD Administrative offices, Community Center, Children’s Theatre, Stern Theatre, Boy Scout facility, Children’s Library); JMZ is not on National or California historic register; site includes Rinconada Park, Pool, Fire Station, Substation, and the Lou Henry Hoover House (aka Girl Scout House) Existing Improvement(s): JMZ: 9,000 sf, 2-stories, built in 1941 Existing Land Use: Community Center Adjacent Land Uses & Zoning: North of parcel: Residential (R-1 zone) West of parcel: Residential (R-1) East of parcel: Public Elementary School (Walter Hays, PAUSD) adjacent, and Art Center and Rinconada Library across Newell Road South of parcel: Residential (R-1) Aerial View of Property: City of Palo Alto Planning & Community Environment Department Page 3 Land Use Designation & Applicable Plans Zoning Designation: Public Facilities Comp. Plan Designation: Public Facilities Context-Based Design Criteria: Not applicable Downtown Urban Design Guide: Not applicable South of Forest Avenue Coordinated Area Plan: Not applicable Baylands Master Plan: Not applicable El Camino Real Design Guidelines (1976 / 2002): Not applicable Proximity to Residential Uses or Districts (150'): Yes, across from single family residences Located w/in the Airport Influence Area: Not applicable Special Setback 24 feet on Middlefield Road Utility Easement/Corridor Water, sewer and storm drain main lines (sheet C1.1) City of Palo Alto Planning & Community Environment Department Page 4 Prior City Reviews & Action City Council: Study session conducted on 11/21/16; Staff Report link: http://www.cityofpaloalto.org/civicax/filebank/documents/54681 PTC: None. HRB: None. ARB: March 19, 2015 Study Session of an 18,400 sf replacement building https://www.cityofpaloalto.org/civicax/filebank/documents/46405; Action Minutes (not verbatim) are available at http://www.cityofpaloalto.org/civicax/filebank/documents/46924 PRC: Two Study Sessions in 2015; One session April 26, 2016; Report link: http://www.cityofpaloalto.org/civicax/filebank/documents/52063 (PRC supports reconfigured relationship with Park; Minutes: http://www.cityofpaloalto.org/civicax/filebank/documents/52999 Project Description In addition to replacement of the existing Palo Alto Junior Museum and Zoo buildings with new buildings and outdoor environments, the project includes the reconfiguration of the existing shared parking lot(s) with improved fire access and coverage, accessible parking stalls and pathways, drainage improvements, and site lighting. Applicant’s Description The applicant’s project description is provided as Attachment B to this report. The architect’s design approach to the site organization, massing, materiality, program and experience, and surrounding site improvements is described therein. Attachment B provides a complete summary of design and process efforts to address this unique and highly valued community resource that is currently constrained by the existing older (1941) facility. It highlights the goals and constraints of the project according to the applicant, including: 1. Improving the interface of the JMZ with Rinconada Park while minimizing impact thereto, 2. Protecting heritage and mature feature trees, 3. Improving wayfinding along Middlefield and visibility of the JMZ from that street, and 4. Integrating the new building within the adjacent residential context. Project Type and Review Process The formal entitlement application has not yet been submitted; the preliminary review application process ends with the ARB public hearing and any direction to the applicant is not binding. The Historic Resources Board (HRB) will also review the concept plans in an upcoming study session. The project plans staff reviewed for this report were submitted December 12, 2016. The applicant plans to submit the formal AR application in early 2017; staff will review the submittal for ‘completeness’ prior to the first formal hearing. The ARB recommendation on the City of Palo Alto Planning & Community Environment Department Page 5 formal application will be based upon the Architectural Review findings Council recently adopted (Attachment D), set forth in the Palo Alto Municipal Code (PAMC) Chapter 18.76. History of JMZ and Site Constructed in 1941, the existing JMZ building has continually housed the Palo Alto Junior Museum and Zoo. The institution of the Palo Alto Junior Museum and Zoo was founded in 1934 and belongs to a nation-wide pattern of children’s museums established in the early 20th century. The Historic Resource Evaluation (HRE) is attached to this report (Attachment F). The HRE concludes the JMZ is not eligible for listing the National Register or California Registers under any criteria, due to significant alterations over its history resulting in a loss of historic integrity. The closest building to the JMZ is Walter Hays School on Palo Alto Unified School District’s land to the south of the project site. The Girl Scouts’ Lou Henry Hoover House is the closest building on the City’s parcel; approximately 45 feet to the north. Images of Lucie Stern and Lou Henry Hoover House are shown on plan sheet A0.8. The Lou Henry Hoover (LHH) House, designed by Birge Clark and built in 1926, is the oldest active scout meeting house today, according to the Girl Scouts of Northern California website. It predates the adjacent Birge Clark designed Lucie Stern Community Center, which includes the main theater, Boy Scout facility, children’s theater, and children’s library, and is listed on the City’s Historic Inventory as a Category 1 historic resource (Attachment E). Staff learned that the LHH House was relocated in 1936 to the current site from its original site somewhere near the location of the Lucie Stern Center, and that the LHH House received an addition in 1945 on the northeast side of the building. The LHH House may be eligible for listing on both the California and National historic registers, but no historic resource evaluation has been performed. Site Coverage, Floor Area, and Height The existing buildings on the City’s 795,841 sf site cover approximately 81,400 sf of the site. Project plans show the Rinconada Long Range Plan on the site and provide data regarding other buildings’ coverage on this site. The existing museum and zoo buildings cover 8,500 square feet (sf) of the site. The proposed JMZ buildings would cover an additional 6,290 sf, for a total coverage of 14,790 sf by the JMZ project. The lot coverage after construction would be 11% of the site where 30% maximum lot coverage is allowed. With its small second floor of 500 sf, the existing building has 9,000 sf of gross floor area (GFA). The proposed GFA is 14,790 sf. The height of the proposed building is 22 feet. The height of the central supportive column for the netting over the zoo is 36 feet. The fences around the zoo are proposed to be ten to 12 feet tall and the fence around the outdoor animal management area is proposed to be eight feet tall. Building Design The main building is a modified ‘U’ shaped building designed to preserve existing, mature Pecan and Dawn Redwood trees. The new, one-story building will house the museum as well as zoo City of Palo Alto Planning & Community Environment Department Page 6 support functions. Museum components include exhibit rooms, multi-use room, entry/lobby, offices, collection hub and storage rooms, shop, mechanical rooms, conference rooms, classroom, restrooms, and other building support areas such as hallways, elevator, and staircases (2). The zoo uses would include animal control and program and storage rooms. Outdoor Zoo Design The outdoor zoo area includes a netted enclosure; the area is to be called “loose in the zoo” and its zoo exhibits would include meerkat, tortoise, flamingo, duck, kitten, bobcat, raccoon, turtle, cichlid, rabbit, and underwater animals. The outdoor zoo area east of the ‘loose’ zoo would include an animal management area and would be covered with low level netting (seen on plan sheet Z1.0). Building Materials, Signage, Landscaping, and Trees Plan sheets A4.0, 4.1, 4.2 and 5.0 provide images and the building locations for application of proposed materials and signage concepts, which reflect a contemporary style. The zoo site plans, located on Plan Sheets Z01 and Z11, show materials proposed in the ‘loose in the zoo’ area and landscape concepts are shown on sheets C2.1 and PH-2. The applicants’ project description indicates uses of materials are intended to show nature is an educational tool. Plans indicate that 31 trees would be removed and approximately 40 trees would be added for a net increase of approximately nine trees. Many of the new trees would be located within the parking lot(s). The attached Arborist Reports provides information about existing tree conditions and removals. Parking, Circulation and Lighting The existing main parking lot (between the JMZ and Lucie Stern center) features diagonal parking spaces and is inefficient. The secondary parking lot between the Lou Henry Hoover House and theater has a 90-degree parking layout. The landscaped area in front of the Girl Scout House would be converted to parking spaces to increase the supply of spaces on site. The proposed parking lot reconfiguration features 90-degree parking spaces throughout, primarily two-way vehicle circulation and some one-way circulation. The December 12, 2016 plans indicate the proposed parking lot(s) revisions would result in approximately 13 additional on-site automobile parking spaces. The design includes new sidewalks, striped crosswalks, and parking lot trees. The electrical plan indicates 12-foot tall light fixtures around the perimeter of the parking lots, and 25-foot tall light fixtures in the center of the parking lots. Storm water treatment areas are proposed within both lots shown on plan sheet C2.1. One driveway to the parking lot on Middlefield Road would be eliminated. The long-range plan includes an increase in on-street parking by approximately 21 spaces. The project includes an expansion of the number of bicycle rack spaces, located at each end of the new JMZ building. 25 short term bike parking spaces and five long-term bike parking spaces are proposed. City of Palo Alto Planning & Community Environment Department Page 7 2015 ARB Study Session The ARB conducted a study session to receive an overview of a replacement building containing 18,400 sf of floor area. Board members Gooyer, Kim and Lew provided non-binding comments at that time, and a former member also provided comments. The board members:  Wanted the JMZ to retain the kid friendly environment/atmosphere;  Noted the proposed building is similar to an office building/structure;  Stated the proposed green roof is not used as a teaching opportunity;  Declared the proposed elevation is “a let-down”;  Questioned the need for total demolition of the existing building;  Asked whether the existing building could accommodate visitor increase;  Asked how the Rinconada Park Long Range Plan fits into the project;  Questioned whether the area along Middlefield Road belongs to the Rinconada Park;  Questioned if the Plan for expansion of the Rinconada Pool was included in this project;  Asked whether the proposed building could have a basement to lower down the mass of the proposed structure;  Inquired about the use of backside of the Walter Hayes school property and back end of the zoo property line, noted that the existing fence was not engaging and suggested a better use of the space between Walter Hayes School and JMZ;  Suggested improved signage and graphic art qualities of the building to bring back “childlike” qualities;  Noted the existing parking lot and wayfinding should be improved;  Stated that the entrance building resembles an office building, that the difference between the two buildings needed to be bridged, tied together;  Stated that the building had bulky massing, and asked that it be toned down;  Noted the scale and texture were okay and fit in with the neighborhood;  Said landscaping fronting Middlefield Road is important and that neighbors should weigh in on this;  Asked whether the Zoo support in the building could be embedded in the basement, noted a preference for smaller massing, and suggested that two stories may be too tall and that the applicant provide a 3D model for proper understanding;  Suggested that more robust neighborhood outreach would be necessary, as not everyone in the community is aware of this project;  Noted the goals of the project are exciting and interesting, and the scale are okay but the architecture needs improvement;  Asked for a contextual section of Middlefield Road with foliage and screening;  Felt the proposed project is consistent with city’s Comprehensive Plan vision;  Warned about the utility easement running through the site;  Supported the increased setback from the school building;  Wanted more color, playful inventive motifs as long as these were respectful to the neighborhood; and  Noted several other suggestions having to do with parking, bus standing area, and a need for more community involvement. City of Palo Alto Planning & Community Environment Department Page 8 Analysis1 Neighborhood Setting and Character The ARB considers the context of the project. The context includes the adjacency of Walter Hays School, the Lou Henry Hoover House, Rinconada Park, and the Lucie Stern Community Center, as well as the proximity of the residential neighborhoods across Middlefield Road and Hopkins Avenue. The existing context includes both one story and two story buildings. School and Residential Neighborhoods The southeasterly wall of the existing JMZ building is located on the property line shared with the Palo Alto School District’s Walter Hayes Elementary School. The proposed JMZ building would have a ten foot setback from that shared property line, and follow the existing setback from Middlefield Road. The proposed building improves the building separation from a Walter Hays classroom building. The building component facing Middlefield homes would be longer than the existing building end by about 30 feet. Historic Site and Nearby Historic Buildings The project has a contemporary design on a site that contains older and registered historic buildings. The Lucie Stern Community Center, designed by Birge Clark and built from 1932 to 1940, reflects the Spanish Colonial Revival style featuring a stucco exterior and clay tile roofing. It is locally significant and listed on the City’s inventory as a historic category 1 building as noted on the attached inventory form prepared in 1978 and updated in 1981 (Attachment E). As noted, the Lou Henry Hoover House, circa 1926, relocated from the current Boy Scout wing of the Stern Center to its current address at 1120 Hopkins, was named after the former First Lady, Lou Henry Hoover, who established the first west coast troop in Palo Alto and served as president of Girl Scout USA. The Lou Henry Hoover House is finished with vertical wood siding and shingle roofing material. There are shrubs in front of the building and several mature trees, including a protected coast live oak (tree #284 on arborist map), and several ruby horse chestnut trees (#283 and #289). A old bird bath or fountain, dedicated to a former boy scout master, is also found in the front yard of the and would likely be relocated to the vicinity of the Boy Scout facility at the Lucie Stern Center. Staff is reviewing the setting to determine which features of the landscaping, if any, may have been installed during the period of significance. 1 The information provided in this section is based on analysis prepared by the report author prior to the public hearing. The Architectural Review Board in its review of the administrative record and based on public testimony may reach a different conclusion from that presented in this report and may choose to make alternative findings. A change to the findings may result in a final action that is different from the staff recommended action in this report. City of Palo Alto Planning & Community Environment Department Page 9 The historic buildings on the site are primarily one-story with some two story components. The Historic Resources Board (HRB) will have the opportunity to see and comment on the conceptual plans for the new building with respect to compatibility with the existing older buildings on the site, and compliance of the modifications of this Category 1 site with the Secretary of Interiors’ Standards for Rehabilitation. The HRB can also provide assistance to staff regarding the AR Findings, and comment on the Historic Resource Evaluation and environmental review document, once published. Transportation Demand Management and Parking Lot Improvements The site is on shuttle, bus and bike routes, and the applicant is preparing a transportation demand management (TDM) plan for submittal with the formal application for Architectural Review. The TDM plan will address pedestrian wayfinding and accessibility enhancements on and off-site, the provision of pedestrian scale lighting, bus drop-off along Middlefield, shuttle stop enhancements, a passenger drop off area at the new JMZ entry, and other improvements for safety related to the Rinconada Plan. The TDM plan is intended to not only reduce parking demand, but also to provide clear transportation options to residents and visitors. Transportation Division staff provided comments regarding the need for coverage over bike parking, secured parking provisions, and the disadvantages of wall-mounted bike parking. There is a requirement for 50% shading of parking lots and a requirement for one parking lot tree-island for every ten parking spaces in a row. The project architect is working with the City’s landscape architect to balance the requirements for shade and tree numbers with pedestrian wayfinding and storm water drainage needs. Utilities, Public Works Review The project architect has received comments from Utilities and Public Works Engineering staff about the City’s requirements. There is a utility corridor crossing the project site and there appears to be a gas line along Middlefield Road. The applicant is aware that building foundations are not allowed to extend into a utilities easement, and major construction projects include upgrades of existing utilities lines. The project architect is aware that a Utility Plan is required with building permits to show water line and meter upgrades, backflow preventers, transformers and the like, and aware of requirements for plans submitted with the formal AR application and additional requirements for building permits. City of Palo Alto Planning & Community Environment Department Page 10 Plans prepared for formal AR review must include a site plan indicating storm water system connections and treatment requirements, standards for driveways, curbs and sidewalks, meters and transformers, backflow prevention, work in the right of way, notes about pavement resurfacing and storm water pollution prevention. The formal AR submittal plans also must address trash and recycling requirements. Logistics Plan Building permit applications would involve further disclosures, including submittal of a logistics plan(s). Logistics plans include pedestrian and vehicle traffic controls, truck routes and deliveries, contractor parking, on site staging and storage areas, concrete pours, crane lifts, noise and dust control. Conditions of approval and other measures can be designed to minimize adverse, temporary impacts of construction on residential neighborhoods. Zoning Compliance2 This project is subject to meeting the AR findings; it is not subject to Context Based Design Criteria, nor to any interim ordinances or moratoriums. The project plans indicate conformance with lot coverage, floor area ratio, setbacks and height development standards within the Public Facilities Zone District. The additional floor area proposed for the JMZ requires that additional parking spaces be provided. The proposal is to add 13 spaces to the supply on site. However, the number of parking spaces for all uses on the site is not met with the revised parking lot design. A request for a Director’s adjustment for the parking facilities is anticipated; this will be reviewed with the formal application in connection with proposed parking lot reconfiguration and transportation and parking alternatives (TDM plan). Consistency with the Comprehensive Plan3 With 150,000 annual visits, JMZ provides a strong start for children; JMZ is integral to Rinconada Park and the park is integral to the JMZ. The Palo Alto Junior Museum & Zoo (JMZ) works closely with researchers and professionals to provide a rich environment that stimulates children’s natural curiosity and creativity. The proposed project is consistent with Policy C-26 of the Community Services element of the Comprehensive Plan that encourages maintaining park facilities as safe and healthy community assets; and Policy C-22 that encourages new community facilities to ensure adaptability to the changing needs of the community. Multi-Modal Access & Parking The applicant is preparing a draft traffic study and TDM plan which will be submitted with, or in advance of, the formal application. The formal application will be reviewed with respect to the Pedestrian and Bicycle Master Plan and Safe Routes to School. The traffic study and TDM plan will be reviewed by the City’s CEQA consultant, and included as source documents for the CEQA document. The Parks and Recreation Commission will review the TDM plan as well as the Initial 2 The Palo Alto Zoning Code is available online: http://www.amlegal.com/codes/client/palo-alto_ca 3 The Palo Alto Comprehensive Plan is available online: http://www.cityofpaloalto.org/gov/topics/projects/landuse/compplan.asp City of Palo Alto Planning & Community Environment Department Page 11 Study following publication of those documents. The Planning and Transportation staff will review the parking lot plan to ensure efficient and safe circulation and minimization of conflicts. Greenbuilding The City’s long-time policy, established in 2007 before the City established green building requirements for private development, requires City buildings to obtain LEED Silver certification or equivalent (Attachment C). If the City Council adopts the new Green Building and Energy Reach Code being proposed by staff, it is likely that compliance with the 2016 more stringent green building code requirements will satisfy the City’s LEED Silver equivalent alternative. Consistency with Application Findings The Council approved Ordinance containing updated AR findings is attached to this report (Attachment D). Environmental Review Environmental review of the proposal under the California Environmental Quality Act (CEQA) by the City’s consultant (Powers) is underway. Following submittal of a formal application for Architectural Review (AR), anticipated in early 2017, the Initial Study will be published for public review and comment prior to the formal ARB review hearings. The ARB will have a role in commenting on the Aesthetics section of the CEQA document. The HRB will have a role in commenting on the Aesthetics and Cultural Resources sections of the CEQA document. In January 2015, staff had launched a joint environmental study for the Rinconada Park Long Range Master Plan and the Junior Museum and Zoo Project with the help of consultants David J Powers and Associates. The CEQA review includes preparation of technical studies to analyze existing conditions and identify potential impacts, as well as preparation of an Initial Study. Completed reports to date are Air Quality, Arborist Assessment, and Noise Assessment. Public Notification, Outreach & Comments The Palo Alto Municipal Code requires notice of this public hearing be published in a local paper and mailed to owners and occupants of property within 600 feet of the subject property at least ten day in advance. Notice of a public hearing for this project was published in the Palo Alto Weekly on January 6, 2016, which is at least 12 days in advance of the meeting. Postcard mailing occurred on January 9, 2017, which is 10 days in advance of the ARB meeting. A Council study session is under consideration for early 2017, and the Parks and Recreation Commission is tentatively scheduled to review and recommend a Park Improvement Ordinance along with reviewing the Initial Study and Transportation Demand Management plan. Public Comments As of the writing of this report, no project-related, public comments were received regarding the current set of concept plans. Public comments have been provided in public hearings of the City’s Parks and Recreation Commission. City of Palo Alto Planning & Community Environment Department Page 12 Report Author & Contact Information ARB4 Liaison & Contact Information Amy French, AICP, Chief Planning Official Jodie Gerhardt, AICP, Planning Manager (650) 329-2336 (650) 329-2575 amy.french@cityofpaloalto.org jodie.gerhardt@cityofpaloalto.org Attachments:  Attachment A: Location Map (PDF)  Attachment B: Applicant Project Description 12-12-16 (PDF)  Attachment C: City Buildings LEED Silver 2007 Policy (DOC)  Attachment D: Council Approved Ordinance AR Findings 12-12-16 (PDF)  Attachment E: Community Center Historic Inventory Sheet (PDF)  Attachment F: Historic Resource Evaluation (PDF)  Attachment G: Arborist Report - Rinconada LRP (PDF)  Attachment H: Project Plans (DOCX) 4 Emails may be sent directly to the ARB using the following address: arb@cityofpaloalto.org City of Palo Alto Page 1 Present: Chair Alexander Lew, Vice Chair Kyu Kim, Board Members Wynne Furth, Robert Gooyer, Peter Baltay Study Session: PUBLIC HEARING: 1451 Middlefield Road [16PLN-00217]: Preliminary Architectural Review of a One-Story, 14,790 Square Foot Replacement Building for an Expanded Junior Museum and Zoo and Reconfiguration of the Adjacent Parking Lots. Environmental Assessment: Not a Project. Formal Application will be Subject to CEQA Review. Zoning District: Public Facilities Chair Lew: Ok, I think we can move onto the first item, which is number 2, Study Session, 1451 Middlefield Road: A Preliminary Architectural Review of a one-story, 14,790 square foot replacement building for an expanded junior museum and zoo and reconfiguration of the adjacent parking lots. Environmental assessment: Not a project, yet. A formal application will be subject to CEQA review. Staff? Amy French, Chief Planning Official: Yes, good morning, Chair and Vice Chair and Board Members. This is Amy French, Chief planning official. I’m here to present the project. To my left is John Aikin, the zoo director. I knew there was a title there. I’ll just quickly provide some context and then we’ll move onto the rest of the presentation. That last the ARB – a former member ARB was March 19th of 2015. There was a study session for a replacement building. So, that was provided with some background in your packet as well as some bulleted items comments to say what the ARB felt was critical, in terms of what to look at for the next round. Here we are at the next round, preliminary review. The Junior Museum and Zoo has a circa date of 1941 and it is a two-story building; a small second story as you see here on the screen. I provide some views here of the aerial of the site which includes the two parking lots and the zoo. Then, you know, there’s an image there from Middlefield. Middlefield is a critical elevation as it faces residential houses across the street. Here’s an aerial of the border site that includes the various Lucie Stern buildings, which is quite a complex and includes the Boy Scout facility here, and the library over here. The adult theater, the Community Services Department buildings, and some other related shops for the theater and such. Over here, the Girl Scout House; this is the Lou Henry Hoover House that was talked about in the report. Here is a list of addresses on this large parcel, include the fire station that’s in red here, you’ll see as the next item today. I should say the Walter Hays School is abutting the project as well and is the closest building to the existing zoo, here. Here are some images of the Lucie Stern Center. It is a Category 1 historic resource on the City’s historic resources inventory. Here’s the Boy Scout facility here. I show this to you because what’s interesting is there use to be at this site – there was a street that went through, a city street and it was abandoned – Melville, it was - and it kind of became this driveway and the building that was here was the Girl Scout House, that was also a Birge Clark building, that was relocated to its current location, and the Boy Scouts took its place. Here’s an image of the Children’s Library – I’m showing this to you to make sure that we’re all on the visual page with what’s existing at the site, architecturally and placement, etc. Here’s the Lou Henry Hoover House. This is, again, a Birge Clark building, but it wasn’t specifically mentioned in the historic inventory. We think of it as historic but it has never been analyzed with a historic evaluation per say. A couple of things that they require is continued access to the garage here and this just shows the limits of the lease in which goes slightly beyond the building. Then, in the report, I mentioned there’s a fountain dedicated to a scout master that ARCHITECTURAL REVIEW BOARD EXCERPT MINUTES: January 19, 2016 City Hall/City Council Chambers 250 Hamilton Avenue 8:30 AM City of Palo Alto Page 2 passed away early, I guess, and I think that’s somewhere about here, outside of the lease area. This shows a few more images; the playground, where you could see thru here to the existing zoo, behind the Girl Scout House. This is from Hopkins Street here, and then the parking lot; that will be a part of this project. This is the adult Theater here; Theater Works and others use this, and here’s this current driveway. One of the things about the current project is – there are two driveways to get into that first parking lot off of Middlefield, and there are diagonal spaces here and there’s a blockage here and some 90-degree parking back here. It’s really badly, configured. So, one of the things is to redo the parking lot and make it more functional and adding spaces in the process. Here’s the footprint of the existing building; the building for the zoo and the outdoorsy area, and here’s the proposed, which shows kind of an ‘L’ shaped or a ‘U’ shaped, rather, that turns the corner around a key tree; the Dawn Redwood Tree. There’s also a Pecan Tree over here and then, here’s the Loose in the Zoo proposal. I’ll let John talk to that, and then there’s some outdoor animal management area. I’ll let John speak a little bit to the – I’ll just say one more thing, which is the parking redesign. Again, here is the new alignment coming off of this main street and that’s the only driveway then into this whole parking lot and then, exit or – it goes both ways onto Hopkins. It circulates so, you know, it’s likely to discourage cut-through but certainly much better aligned, and with trees in wells, this kind of thing, and wayfinding. I’ll let the architect go more into all of that. So, here’s the Loose in the Zoo, if John wants to… Mr. John Aikin: Sure, John Aikin, Director of the Junior Museum and Zoo. Our big ideas here are really to rebuild the building for our existing audience. We have about 160,000 guests a year visit and take better care of our animals and better care of our collections. I mean, we take great care of them now but this building and the zoo are sufficiently old. The technology has moved forward and it is really time to recapitalize the facility. The Loose in the Zoo concept is one where we’re netting over the entire Zoo. It’s a relatively small footprint and this does a couple of things, it keeps vandalized and predators out but it also keeps the animals in and so, it solves some problems but it will also present a wonderful opportunity to have animals, where kids can go and look for them where they’d go to look for them in nature; underground, underwater, up in the trees and find animals that are loose in the zoo. We can also facilitate the connection between children and those animals because these animals, of course, are all cared for by caretakers and they know them and such. The other big change here is that we’re going from a free admission policy to a ticketed admission policy proposed. This building needs to be able to help with queuing and ticketing and all of those other kinds of guest services that are required for today’s facilities. Let’s get into the architecture. Why don’t I introduce Cody Anderson Wasney Architects, Brent McClure to speak about – he’s got a presentation to bring up. Brent, I’ll let you take it away. Mr. Brent McClure: Thanks John. Mr. Aikin: Oh, wait. Amy has got a comment? Ms. French: We just have a few more slides here. I’m just going to show -- I think one more thing as where the driveway is eliminated, we do have some landscaping going across. The building is not the only thing, of course, there is some landscaping to buffer the extended facade there. Then, I just wanted to say that the next steps in our process are – we’re going to the HRB next week, on Thursday. They’re just receiving the same report you are and with some requests to provide some input. There’s not been a formal application submitted, it will be submitted. There is a consultant working on a draft Environmental Review document. That will be modified as needed; following the completion of the formal plan set. Then, you will be seeing this, of course as a formal design. There’s also a mention on Phase 2 and that of course, the architect will cover. So, let’s upload the other presentation. Mr. Aikin: While we are loading that up, I’ll also mention that the project has been constrained by a budget. The Junior Museum was originally built with private dollars and this re-capitalization is occurring with private dollars and escalation in the current marketplace in the last couple of years has consumed about 1/3rd of our project budget. This is a reduced footprint from what you saw when we were here 2- years ago. Alright Brent, if you are ready, take it away. City of Palo Alto Page 3 Mr. McClure: Thank you. We’re really glad to be here before you today. I’m Brent McClure with Cody Anderson Wasney Architects. As was mentioned, we presented a couple – I think it’s almost 2-years ago, now – a very different project. This has been a labor of love since 2011 as [John] mentioned. This is 100% donor funded the project so, a lot of the challenges have been really trying to eek out every bit of program within this high constrained site. I’m going to go through just some site plans really quickly. Some of the things, Amy talked about how the existing lot and the configuration of the existing building – here is the existing Zoo. This green line represents the park boundary. We’ve got a Dawn Redwood tree and a Pecan Tree that are out here; very large and significant, which we are working the design around. Here’s the current site plan – ends – what we’ve done is completely reconfigured the parking lot with a single entrance over on one side, improved driveway drop off, visitor parking, bike parking over on one side and then, the main entrance will then sit right off where the Dawn Redwood is and then the Pecan Tree – so, we’re – we pulled the building completely out of the park because the last time we had some structures that were in the park and we’re kind of threading the needle by allowing the edge of the expanded parking, these trees and the park boundary to almost define the shape and size of the space. The Zoo still lives within the park with some outdoor Zoo support over into this area here. Just some analysis and illustration to all of the constraints we have been working around. Living within the setbacks, we aligned the building to comply with the side yard setback; the outdoor space is here. The Zoo is completely outdoor within the park boundary and then enhanced and sort of widened entrances into the park over here. This has been in conjunction and coordination with sort of the Park Master Plan. Another illustration to show circulation through the site; we’re going to have a modest, sort of loading and service that’s fully screened out over here on Middlefield with exterior access that links the zoo support with this sort of service corridor along the side over here; to allow the zoo support to not have to go through the museum or the entrance spots. With the building – the floor plan as I mentioned, you enter in through a gateway over here. This is an exterior courtyard. The program consists of classroom and education spaces, museum space and then, zoo support space. Presently, the zoo does not have enough support space to then – for the animals and what not to become fully accredited so, a lot of this project is to really enhance and improve those functions. All of those are aligned along this back edge over here. The blue signifies the classroom and academic space, the yellow is the exhibit space. As you enter in, ticketing is right over on this edge. You then come into the exhibit space and then one of the other main big ideas that, you know, that [John] was talking about was this immersive experience. We’re kind of taking the zoo, and kind of pulling it inside and outside with the exhibit space. There are views that you can then see into the zoo. We have the science courtyard, that’s outdoor space over here and this outdoor education zone. These areas – this is the site of that future Phase 2 and then the zoo support which is sort of screened back in over this area here. We’ve tried to take the intersections of the grids of the overall site. You’ve got the grid of Middlefield and then you’re got the access that comes off of – I think it’s – you know, the opposing street here. We’ve tried to take some simple massing forms with the education wing back and over here and then popping up and having this museum and sort of the public's sphere back in over on this edge to have this higher mass. Then this main piece of the museum that bumps out and creates this sort of viewing window and whatnot so, that as you walk up to the museum and zoo, you can sort of see into the museum to have this featured ball machine, is what they’re looking to have. It’s a really big exhibit space and then, this outdoor, sort of canopy frames the portal of sort of the entrance into this courtyard over into here. Some of the materials that we’re considering for the project, we’re trying – we’re working with some modest means, given our budget constraints but using a combination of wood, some Lithocrete. Lithocrete is like a concrete material that allows this to almost replicate sandstone and what not to kind of give this rich, dense, textural feel. Pops of color and some playful windows and signage to kind of accentuate and signify where we have – and kind of echoing that this a children’s museum and zoo. The one spot over here where we have the feature window, we’re looking at using a flatlock seamed metal cladding, is one of the types of materials that we’re looking at to kind of accentuate and showcase that piece right there. To walk around some of the views; here are the entry perspective and elevation. We’re seeing that the front of this building really is focused primarily on the parking and that area that kind of looks out towards – more towards Lucie Stern. You can kind of see here with the wood siding and then, this low wall here in the front would then be the Lithocrete with the signage. Then, we’ve got some round, playful windows that pop back into the museum here. Then, some windows over here onto the – that look into the museum itself so, you really, kind of get this indoor/outdoor connection with the netting over here back and above. The view from the street, we’re City of Palo Alto Page 4 worked to sort of almost play this down so that as you’re coming along Middlefield, you begin to have this experience and so, we’re trying to be respectful of the neighborhood and the context of the 1 and 2- story homes that are directly across the street. Light Earth tones, cement plaster, this Lithocrete wall would be this solid wall that kind of comes and turns and wraps around so, you start to begin to see that material. Then, some wood siding around where the windows pop. Then, if you come back towards Walter Hays, we’re continuing to fully screen that service area so, you don’t get any views into that as well. Adding some trees and landscaping; I don’t know if you have been by that portion of the site; it’s a little sparse, back in that corner. We’re kind of just trying to have this be a sensible elevation because we do understand that the Walter Hayes view is somewhat prominent as you’re coming down Middlefield Road. Section views; this kind of tells the story as to how the homes across the street are at 21-feet and we’ve got the low one-story mass, which is the education wing and then it pops up into here for this 22- foot high – the yellow signifying the museum space. You get some of the context in this other section of the netting of the zoo space itself and some of the trees and how we’re kind of – the different heights of the different spaces. Then lastly, the zoo – I think it was already kind of touched on. You exit out over into the science courtyard. You can also then, pull off into the museum where this really – this immersive up, down, over and under experience with this tree fort that’s in the middle. Meerkat exhibit is over here with some connections and views between these exhibits into the museum space itself as well as views – some select views that we will have thru the science courtyard over into here. As the wall continues around, it will also be that Lithocrete wall with the netting then above. Here’s a shot of an early sketch of looking at how the zoo itself in section and whatnot would come together. Then lastly, just to touch on – this was already mentioned is that there’s a – not as part of this project before us today but just as a – there’s a future Master Plan to – if funding permits, is to then expand and create some additional classroom and exhibit space that would then link up with the tree fort over back in this corner here. That concludes our overview. Chair Lew: Great, thank you very much, Brent. I don’t have any speaker cards from the public on this one so we can move onto Board Member questions and comments. Are there any – ok Wynne. Board Member Furth: In terms of the Environmental Review, this is going to be coordinated with the Rinconada Master Plan Environmental Review? Is that, right? Ms. French: That’s correct. There is currently an effort underway, regarding that project. Board Member Furth: What sort of document are we going to have, do you think? Are you talking about EIR? Are we talking about a Negative Dep.? Ms. French: It’s probably a Mitigated Negative Declaration, currently as it stands. Board Member Furth: So, we don’t have the same freedom of operation that we would have with an EIR? Where can you decide where an adverse impact is acceptable given the project? Ms. French: Correct. If that’s the – you know, the end up result. Board Member Furth: I’m thinking about two things. I’m thinking about Lou Henry Hoover House as a historic structure. I think they’re going to find that it’s a historic resource given its importance in women history which is American History. Also, freedom to decide that trees perhaps should be replaced if they constrain the design too much. I should also say, just for the benefit of – I did – I know this isn’t quasi- judicial hearing but I did talk to the Girl Scout council because I was unfamiliar with the use that they made of that building. They basically informed me that they use it intensively and Amy provided me with a copy of the lease agreement that they’ve leased it for the last 90 years. They’re now on a month to month tenancy and basically, they use it intensively for programs for both girls and adults and lease it back to the City essentially, for the City to operate summer camps there. So, it’s from about 10 in the morning till late at night, most days. Thanks. Chair Lew: Kyu. City of Palo Alto Page 5 Vice Chair Kim: I have a question for the architect. On the circulation slide, you have shown some arrows as far as how the cars would circulate. Could you confirm whether all of the drive aisles will be two-way traffic flow or if there are some that are just one-way? Mr. McClure: All of the drive aisles will be two-way. It’s – I guess bi-directional or multi-directional. Vice Chair Kim: Also, can a school bus navigate that hard right turn as you enter from Middlefield? Ms. McClure: Yes. Vice Chair Kim: Ok, thank you. Ms. McClure: I’m sorry. We’ve got drop off for smaller buses over into here but we have a full bus drop off over here at the street… (Crosstalk) Vice Chair Kim: So, the larger school bus would not be able to make that turn? They would have to drop them off at the street? Ms. McClure: Presently, the way that it’s designed. Vice Chair Kim: Understood. Thank you. Chair Lew: Robert. Board Member Gooyer: I have just a couple of quick questions. You mentioned accreditation, is that AZA, is what you’re talking about? Mr. Aikin: It’s both AZA (Association of Zoos and Aquariums) as well as (Crosstalk)… Board Member Gooyer: Are you currently…(Crosstalk) Mr. Aikin: …the American (Inaudible). Board Member Gooyer: … Do you currently have the accreditation or… Mr. Aikin: We currently do not have accreditation from either. Board Member Gooyer: Ok. Also, for the architect I guess, the netting, is that going to be a metal mesh or something else? Mr. McClure: It’s a stainless-steel mesh. Board Member Gooyer: Ok, thank you. Chair Lew: Peter. Board Member Baltay: Good Morning. This is a question for Staff regarding the Historical Classification of the site, is what I read in the report; that the entire site is considered a Category 1 Resource in town because of the Lucie Stern Center but the entire site. Are we expected to be treating it that way? Ms. French: Well, it’s one of these things. I mean, it’s 27-acres. The fire station is on the site and it’s not – it’s been considered and studies as not historic so there are building – many buildings on the site – I had the list earlier – only two of those basically, were called out. I think the Lucie Stern Complex which is a number of buildings really and that would be—the library – the children’s library. The Girl Scout House, City of Palo Alto Page 6 I’m assuming it is historic because it’s – so, we’re treating it as if we need to look at Secretary of Interior Standards with respect to the project and its relationship with the existing building there, the Girl Scout House. Even though there has not been a historic resource evaluation prepared on that building. Board Member Baltay: This brings up something that I’d like us as a Board to be thinking about more which is how we’re interacting with the Historic Resources Board, who should be I would think, giving us important input as to be treating a new building on a Category 1 historic site, even when we all agree that the building itself is not. How is staff going to help us facilitate that? Ms. French: We are going to the HRB next week. They are also going to see this project and weigh in and give us their thoughts. Then, of course, when the formal project comes back, you will see a report of minutes of their discussion. Staff can also help with that. As far as the environmental document goes, there’ll be a discussion in the cultural resources section of that report. It’s a tricky thing. It’s a very large site—City site. You know, this happened with Avenidas site as well, as you remember. It’s on a City parcel that includes a park and a parking lot and an older building; it’s a very large parcel because the City doesn’t have separate lines – between the different uses. Board Member Baltay: Thank you. Chair Lew: Ok, so, I think we can move onto Board Member comments. Peter, why don’t you just continue? Board Member Baltay: Sure, thank you. I’ve quite a few things. I’ve tried to break them up into four general categories. First of all, it is a very exciting project and I’m delighted to see that the zoo is going to be able to upgrade their building. I did go on a tour through the inside and it’s been a few years since I’ve taken my own children to that zoo and it’s just a wonderful thing to see the kids so excited, consistently over the past 25-years, in my experience. I think the Loose in the Zoo concept is wonderful. It’s really nicely put together. It seems like it’s going to be great. Ok, that said, I have some concerns about the site planning. I think that the building doesn’t really have a front. There’s no entrance, there’s no presence. The way you drive through the parking lot conceals it even more. Even now, the zoo is a little bit hidden away unless you know what’s there. You have to sort of rely on signage but now, at least, there’s some sort of an entrance off of Middlefield; a large stroller pathway in. In my experience, just the other day, watching quite a few parents are pushing their children up that path from Middlefield. To me, that points out that the building really needs to have some presence on the main street, not just on a parking lot and the way it’s been designed now, even removing one of the entrances so, it’s farther from the museum; feels to me it's more like intended to be a traffic engineers attempt at mitigating cut through traffic rather than an architectural or civic attempt to create a building that’s going to be for the next 100-years a presence on Middlefield Avenue. I just really had an issue with how the parking lot has been reconfigured and how it sorts of forces you not to have an entrance to the building and I think that could be thought through more. I’m also concerned about how you have service drop off and a bus drop- off that was pointed out, on Middlefield Road. Anybody in town knows that that stretch of Middlefield is about the worst for traffic especially, late in the afternoon; especially, when Walter Hayes is letting out. The idea of a service bus delivering some – I mean a service truck deliver something to the museum, taking up a lane of traffic right there, right next to the entrance to the school with the parents frantically trying to get their kids, just doesn’t work for me. I can fully appreciate how complex the site is. It’s devilishly difficult to find a way to accommodate those needs, but block a very narrow road right next to a busy school doesn’t strike me as a good way to do it. The same things I think applies to Kyu’s question regarding the school bus drop off. Again, that’s so much better done somehow on the site. As a matter of fact, I can imagine a bus just going all the way around the back side of this and try to come in that way, just to be able to stop so they’re not blocking the traffic. It’s a really busy, tight street right there and I just don’t think that works very well. My second set of comments have to do with the overall context of the site and I think the building is really not respecting or looking to the Lucie Stern Center or the Girl Scout building, in a very respectful way. I can fully understand that we don’t want to replicate one of those old buildings but it seems to me that it is a historic site, I think, not just the Lucie Stern Center but the whole place and I’ll come back to that in the design but that’s why I think that it will be important. City of Palo Alto Page 7 The context of this site is a historic site in town and the building needs to go back to that. That said, I think that the basic design of the building – my third, sort of approach here – is one of perhaps you should consider having an entrance of some kind off of Middlefield, sort of into the dawn courtyard as well as an entrance off the parking area; sort of what you have now. Rather than having just service functions along Middlefield Avenue. I think that decision to put the service functions there, sort of dooms the building not to have civic presents on Middlefield Avenue; which is unfortunate. It may well be that the only way to accomplish that would be to put some service facilities on the second floor or since that would be difficult, underground but we’re trying to build buildings to last – I’ve said this before – you know looking for 100-year life span here for town and this doesn’t quite feel like we’ve taken that broadened approach. I question when I look at the floor plan of the building that there is an official lot of space that seems to be given up services offices; the classrooms. Very few spaces to exhibits and I grant that we’re not making plans for the program for the museum and you guys know full well what you need. That said, it just seems to me to be a shame to have offices and classrooms along Middlefield Avenue rather than something more civic, more of a presence. Again, just the fundamental floor plan of it and the way it’s laid out, I find problematic and that’s driving some unfortunate things. Then lastly, I don’t know how to put this nicely but the character of this building is one of a corporate office center. I’d like to read from the Staff report the historic report written by Page and Turnbull. The ideology behind Children’s museum was not just to educate children but to inspire them with an institute that they felt was created for them. A building for children; I don’t think anyone can look at this and say this looks like a building for children. It looks like a modern, contemporary, tech start-up building. Some interesting lines and heavy mass along the street but boy, it doesn’t look like it’s for kids. It doesn’t have any of the whimsical sense about it, anything about a scale that the old building has. When I look at the Lucie Stern Center, because I think that we should be looking back at historical context there, that has a very strong roof form. It also has very simple, imaginative angled forms like the chimney that you see as you drive by. It also has a very consistent unified architectural theme. I don’t see any of those characteristics on this building and I think it really needs to have things like that. It needs to have a roof. It needs to have some consistency throughout its architecture. Ok, so, I think the site planning needs some work. I think the context needs to be respected. The interior floor plan layout is just not working and then, the overall character of the building is not appropriate. Thank you. Chair Lew: Robert. Board Member Gooyer: I agree completely with my fellow Board Member. I was here when we went through this the first time and the sort of, common denominator at that point, looks like any small, tilt up office space that you could find in the peninsula. I mean, the most child-friendly or imaginative thing is the sign outside. Once you get past the sign, it’s a bland box. I mean, it – and I agree, somewhere in the paperwork it says we don’t have to – what’s the term? Basically, fit the context of the site or whatever but this is just placing – basically, ignores the entire buildings around it and the buildings around it are also something that has been there for a while; their historic. I mean, it doesn’t seem like any interest was taken to even come up with a – I don’t know, a modern version of that or something. Again, I agree with Peter that it doesn’t need to be a copy with a stucco sides and a tile roof but still, something needs to be done to at least make somebody think that this thing wasn’t designed somewhere in a vacuum and then placed on the site. Looking through the elevations, they’re just not very exciting. I agree also that the dropping off on Middlefield in that location is a horrible idea. I mean, that’s always busy, that section and so, I don’t think that’s a very good idea. Other than that, I mean I love the children’s area and what you’re proposing. I was very involved with doing a lot of work up at Coyote Point, also the children’s museum up there and so, I understand the concept. It’s just that this is not a children friendly environment. I mean, usually, an architect, when they do a museum. It’s sort of the one chance they get to get out of the box – work out of the box a little bit and come up with something playful or whatever and this is even designed to be children’s museum and you’re not taking advantage of it. I think that’s it for me. Chair Lew: Kyu. City of Palo Alto Page 8 Vice Chair Kim: Thank you for coming back with the revised project. I think some of the concerns with the previous presentation was that the scale of the building, it being two-stories was perhaps something to be rethought but I think this one-story design and especially, this section that you’ve shown showing the single story, massing the museum towards Middlefield and across the street to the residences does show that you’re trying to keep those things in mind. Having said that, I think that the building – part of the beauty of the existing museum and zoo is that from Middlefield, you can’t even tell that the building is there. You almost think that it’s another house that you’re passing and I think that’s well shown in some of the existing site pictures. I think more of that has to come back into the proposed project so that, you know, it’s not simple a box. There are some roof forms or there are some other things that you’re doing to break up the building and to make it feel much more of a pedestrian scale and even from an auto scale. I think currently as you pass the proposed building down Middlefield but I don’t think it’s really going to catch your eye at all. It’s just a long mass and I think that also leads into some of the previous comments that there needs to be a child’s scale to this building and currently, I don’t see that. I think if you were to take off the sign that you have proposed on the building and replace it with, indoor golf course and batting cage, you might think that that’s what the building is. Right now, the building doesn’t really say anything from an architectural standpoint that it’s a children’s zoo and museum. I think that there have been some attempts at trying to make the building more playful. Whether it’s the circular windows and some of the other circular elements that you’ve attached to the building but I think more of that has to come into play. I have some concerns about the proposed parking plan. While I do agree that it provides a much better flow than what’s currently there. I think the lack of buffer against the Girl Scout building is something that will possibly come back up after an analysis by the Historic Resources Board and I fear that that’s going to change the parking layout in a way that’s detrimental. I also wanted to make a comment about the – I guess just to reiterate the entry. Maybe – I understand that this – a lot of this is problematic based and it’s pretty evident to me that that was kind of the design approach but I think, even if we have to keep some of those things and keeping in mind that cost has been a driving force to reduce the scale of the structure. I think the entry is really the focal point at which there has to be some kind of scale showing that this is a welcoming environment. That this is a child’s museum and zoo and I think a start has been made but there needs to be some refinement to that. Overall, I’m very excited about the project moving forward and having a small child myself and having gone to the junior museum and zoo, even as a child myself. I think it’s long overdue that this facility gets an upgrade and I look forward to the progression of the design and I’m very excited overall. Thank you. Chair Lew: Wynne. Board Member Furth: Thank you and thank you for the presentation and thank you for Staff for the helpful slides at the beginning of the presentation. I wasn’t able to look, to download or stream the ARB review in 2015. I was able to listen to and watch the City Council hearing and I am distressed that we didn’t get a visit from the Eagle but maybe at a later date. Unlike my colleagues up here, I did not either take my child to the zoo – this particular museum and zoo or go there as a child myself but I certainly have been there in the last 18-years since I moved here and it’s a fascinating place and thank you for the very – thank you to Page and Turnbull for the really interesting discussion of the history of the children’s museums and zoos. Clearly, you’re proposing quite a different project then it’s current use. I was there yesterday when the bad weather was really making it a drop-in child care resource. Where you bring your own child care person with you and that kind of casual use may cease with your new model. I’m not sure. Let me say first, that one of the things that make this complicated is that we really have two projects and two funders. You know, this is heroic fundraising for the Junior Museum and Zoo itself. I think that Council Member Kniss mentioned that this is probably – since the era of Lucie Stern who was a – Levi Strauss eras, we haven’t seen this level of Community and highly focused generosity towards the City’s cultural resources; almost all of which depended on private resources. Having said that, in addition to the zoo and museum, we’ve got this parking lot reconfiguration; I share my colleague's belief that this is not adequate. We don’t have adequate circulation for buses. We don’t have adequate accommodation for loading. I think it’s sort of ingenious to run the equipment back along the side, over to the zoo support building but I don’t – having been stuck on Middlefield this morning which I realize is not an hour for deliveries or that the zoo is open. I’m reminded again that there isn’t room for us to do this. I also know that you’ve got a transportation demand management program under way and I don’t think -- this City of Palo Alto Page 9 is a case where I think we really need to see that when we’re reviewing the document, not to hear that it will happen later. This is a tight site. It’s a public site. It’s much loved and much used. It’s right in the middle of a residential development and we need to see that now. One of the things that concerns me is as it’s presented to us, this design still seems to privilege those few cars that actually can get on site. I don’t see sufficient encouragement of enticement really, to arrive by shuttle, to arrive by bus, to arrive on foot, to arrive in my stroller. I think that needs much more – putting that first. That’s one issue. The second one is that I think we need a better study of the Lou Henry Hoover House. You can’t decide whether you’re adequately treating a historic resource unless you know what makes it historic and what the key features are. You need a study of that building. We know we have an important local architect. We know it’s been moved, which certainly wasn’t unusual in the history of such buildings. We know it’s been expanded but we need to know, where it’s from? What’s it for? How does it work? There’s a long tradition – I mean, Lou Henry Hoover was a friend of Juliette Gordon Low, you know, a name sacred to all ex-girl scouts and troop leaders and the tradition of scout houses goes back to the British. Baden- Powell, his British movement originally, for boys and a lot of it was sort of modest buildings and sort of slightly wooded spots. Now, apparently, we didn’t have that. Apparently, we were right up front on Meville, was it? Then, displace for the Boy Scouts, not that I have a chip on my shoulder but I do. I need to know a lot more about this building and how it’s used and how it’s evolved to know whether we are doing justice to it as both -- I think our values and the law requires. Secondly, -- oh, and so it concerns me that we’ve got asphalt laying at their front door now and it may be that when I see what it really looks like, that won’t be the impression. That their focus is all on the back, that it’s fine but I don’t have the evidence that would let me come to that conclusion. Circulation, Lou Henry Hoover House and then, my other – I can hardly wait to go to the zoo. It looks fabulous and I think it will be a great amenity for the park as well. As you see things fluttering by and the question of – we don’t have to make the decision on park improvement ordinances and their possible subjection to referenda but it certainly seems to me that zoo users are park users so, at least we don’t have that problem. Lou Henry Hoover House is not in the park, right? It’s excluded. Not that the Girl Scouts ever engaged in behavior that would have gotten them thrown off public land. This – I don’t think we need to think about the entire parcel of land. I don’t think the parcel of land – it’s what’s relevant to our Committee, our Commission. What our Board is looking at is this building in context and we have to make a series of findings and one of them is, is that it preserves and respects the historic character including resources of the area when relevant. It provides harmonious transitions to adjacent land uses and land use designations. Basically, this building is not only wonderful in itself but it doesn’t diminish the other buildings around there and I can’t make that finding at the moment via the Lucie Stern Center or the residential uses across the street. I may be persuaded on the residential uses when I understand better what faces Middlefield, how it works with landscaping and the bus drop off is moved but it’s going to take design changes, I believe, to properly respect and resonate with the Lucie Stern Complex, which has a very clear design philosophy and execution. I had a hard time, as a late person understanding the choice of materials and colors. As it happens, we have two projects today which are rebuilds in the Stanford Research Park and they use those materials and colors but I do not find them on the existing site and I do not find them in the neighborhood which has an oddly strong and unified character for Palo Alto. I couldn’t make those findings at present. I agree with my colleagues that this building should look like it’s built in the 21st century. It should look like it’s for children, which it does not to me and it’s respectful of them, their scale and their interests and that it acknowledges that a previous great philamprothist gave us buildings that come across this shared parking thing. I would also think that in looking at the redesign of this circulation plan, we should consider seriously whether if we are in some cases – and I have no idea – moving around trees that could be removed or replaced. Some trees are definitely sacred but not all are. I just think in order to do what you need to do on this site, you may need to cast a colder eye on them than we sometimes do. Thank you. Chair Lew: Thank you, Wynne. I think I had more – I think my take on the project had a more positive reaction to all of the layout, and all the exhibit designs that have been shown. I think that all looks like well thought out. Then, really, what I was struggling with on my take on it was that the architecture on the outside was sort of missing a big idea that sort of holds everything together. It seems like there were some key constraints that you had to deal with like the existing trees and everything and I think that was all well resolved but I still think there’s an architectural idea that’s beyond that. That’s missing and so, City of Palo Alto Page 10 whether – I guess the question is in what – where do you go from here? It seems like there are two – there are a fair bit of concerns with the existing context, the (Inaudible) buildings and I think there’s also concern that there’s – that it’s actually not really that child-friendly and I think I agree with those two comments. I really don’t know where you go and how you put that all together but I think that’s the architects – that is the architect's challenge and I think you guys – I’ve seen your work. You guys are up to it. I think there’ve been a number of projects, recently, I think more than just the Avenidas center but also 429 University, where ARB and HRB are not in agreement about what is a new – what is a comparable new building in a historic context. It’s an unusual topic. I think I will try to find some other examples that other Cities have done or possibly – maybe tap Page and Turnbull and also there are a couple other historic – really good historic consultants in San Francisco, who might have better ideas for us since we seem to be struggling at this and maybe we can do a – if we have a retreat, maybe we can do something with the HRB so that we can sort of be in more agreement about how to put a new building in a historic context. So, that’s all I have to say on this. I don’t disagree with the comments that have been made by other Board Members. I was wondering, Brent, do you have any follow-ups for us? No? Yes, Peter. Board Member Baltay: If I could, through the Chair, the question Wynne Furth brought up about the trees, I think is important. It seems to me that the building has been designed about the Dawn Redwood, a large Popluar and I can see in the parking lot that there is a cluster of trees that might be limiting the parking. We have Dave Docker, the City’s arborist in the audience. Is it permissible to get an opinion from the City on that stuff? The validity of the importance of the trees; I’m just seeing a… Chair Lew: I think we talked about this a little bit at the first hearing but yes. Ok, excellent. Dave? Board Member Baltay: The idea is that if for example, the Dawn Redwood were not so critically important, I should think as the architect, that would free you up to make a lot of other changes that might affect what we’re doing and it’s a tight site. Chair Lew: Welcome, Dave. Mr. Dave Docker: Thank you very much for asking. The specific question was again? If you could repeat, thank you. Board Member Baltay: It seems to me that the building has been designed around preserving the Dawn Redwood in the entry courtyard. To a lesser extent, a large Poplar tree next to the Loose in the Zoo area and then I can see in the parking area where you drive in, there is a cluster of current trees, existing. I guess the question is really, is it something that the architect could consider removing; some, one, all of those trees, if it greatly enhanced the overall project? Ms. French: I’m just going to jump in while Dave has a chance to look at the plan again. He has seen them but just to correct the species, it’s a Pecan tree, not a Poplar… Board Member Baltay: Thank you. Ms. French: … that second – the largest tree and then the Dawn Redwood and I’ll just say, from a CEQA standpoint, to Member Furth’s earlier comment, this is not a CEQA impact because Pecan trees and Dawn Redwood trees are not listed as protected trees in the City’s ordinances. Oaks and Redwoods are the protected trees so, to the extent that they provide a visual resource in CEQA terms that, we can address in various ways including removal of the trees and replacement with large trees. So, I’ll just give that caveat and then Dave can weigh in from an arborist standpoint. Mr. Docker: Thank you, Ms. French; that was an excellent tear off into my answer here. It’s well within the Architectural Review Board to purview – to direct anything that relates to aesthetic resources, which would be any non-protected trees as far as the ordinance goes, is under your purview and discretion to remove or not at your – applying your values. We have personally identified several elements on this site City of Palo Alto Page 11 as pretty darn historic and important that are not protected by the tree ordinance and that is the Pecan, the whole Oak Grove area that is probably this area of discussion, is very, very important and (Inaudible) to the whole Lucie Stern experience area. The Pecan, the Dawn Redwood and some of the existing frontage trees are very, very important to the character, I think, of the whole streetscape and Lucie Stern experience there. Having said that, there’s several on the tree inventory, several smaller things in the planting areas. I think the parking can be reconfigured maybe and still maintain some of the really critical large tree elements that are really defining the whole building as we know it but I think unless the whole parcel was really relooked at with inclusive and comprehensive way, I think this is a pretty good direction that they’ve got it going personally and maintaining some of these other resources that are kind of in a grey area, a discretionary – we call them designated trees. They’re designated for a reason because they’re so prominent, so visual, so historic or have some reason to be unusually important. The Pecan is probably the largest Pecan we have in all of Palo Alto. Who planted it and when I have no idea but it’s one of the biggest and best. Hope that answers your question. Thank you. Board Member Baltay: Thank you. Chair Lew: Ok, any follow-ups? Yes, thank you. Mr. Aikin: I just wanted to also point out the utility corridor -- the Pecan Tree sits on top of a utility corridor that prevents us from building on that site anyway. We need to respect about a 25-foot wide easement through there. Chair Lew: Ok, thank you. I think that wraps up this item. We’ll move on and we look forward to seeing it come to us as an application. Board Member Furth: I just had one more comment which is, we’re also looking at two funding sources here because the reconfigured parking lot is basically a City project and I certainly wasn’t intending to tangle with either the Dawn Redwood or the Pecan Tree. City of Palo Alto Page 1 Present: Chair Martin Bernstein; Vice Chair Margaret Wimmer; Board Members David Bower, Beth Bunnenberg, Patricia Di Cicco, Roger Kohler, Michael Makinen Study Session 3. 1451 Middlefield Road [16PLN-00217]: Request for Preliminary Review of a 14,790 sf replacement building for an expanded Children's Museum and Zoo and reconfiguration of the adjacent parking lots. Environmental Assessment: A Draft Initial Study/Mitigated Negative Declaration is being prepared. Zoning District: Public Facilities (PF) Chair Bernstein: Alright, that brings us then to our next item on our agenda which is a study session. I’ll read it: 1451 Middlefield Road. Request for Preliminary Review of a 14,790 sf – Oh. You are correct. Ms. French: The CLG report. Chair Bernstein: Yes, thank you Board Member Bower for reminding me of that. [Move back up to City Official Reports] [Continued Study Session] Chair Bernstein: Ok, next, study session. 1451 Middlefield Road, Request for preliminary review of a 14,790 sf replacement building for an expanded Children's Museum and Zoo and reconfiguration of the adjacent parking lots. Environmental Assessment: A Draft Initial Study/Mitigated Negative Declaration is being prepared. Zoning District: Public Facilities (PF). Shall the Chief Planning Official have a report for us? Ms. French: Yes. First of all, I just this morning sent to you the Architectural Review Board minutes transcript from last Thursday's meeting. I don’t expect that anyone has opened that email up. I just got them this morning; do, apologies for that. I do have a summary of what transpired last week. Also, I had last week – or maybe it was Saturday, sent you a Power Point – this PowerPoint but I have some additional photos that will be fun for you, I think. I’ll just give a general overview of the context and then I’ll let John Aikin, who is the Director of the Zoo and Children’s Museum to go more into detail and of course, the architect is here. Also, I believe in the audience we have John Rusch of Page and Turnbull, who will be supporting us in our efforts on this project. With no further ado, there is – on the screen, the context aeriel for the site, which includes the museum and zoo and the parking lots that go between the zoo and the Lucie Stern Center and the Girl Scout House; also, known as the Lou Henry Hoover House. Here is the present facade, currently on Middlefield, of a residential kind of quality and it’s facing residential homes across the street. This is a larger context map showing the Girl Scout House here, the Hayes School – elementary school. Here’s the neighborhood all along here and the Lucie Stern Center. Ok. Here I found a photo, an aerial, from 1937. It’s fun because it’s showing the Lucie Stern Center. This might be under construction over here, I’m not sure. With the theater – the adult theater, the Children’s HISTORIC RESOURCES BOARD MEETING EXCERPT MINUTES: January 26th, 2016 City Hall/City Council Chambers 250 Hamilton Avenue 8:30 A.M. City of Palo Alto Page 2 Theater and you can see, just at the tip of this, the Girl Scout House -- which was originally, potentially – maybe – you know, this is to be explored but first placed in alignment this way or perhaps, this was prior to an add-on. All of this research has not been done. A summary search has been done to see what the qualities were of that potential historic resource. It’s not listed on a – specifically, with the Lucie Stern Center. It has a different address. Here we have just a listing of all of the addresses on the property. This is the Hayes school, this is the fire station that recently – you all saw and the pool over here on this side. Really, the immediate site area is the Lucie Stern Center, the parking lot, the zoo and the Girl Scout House. This is kind of the area we’re focused on. Here are some images of the Lucie Stern Center and here’s an image of the library that came after the Lucie Stern Center; Children’s Library. Here’s an image of the Girl Scout House and Lou Henry Hoover was the first lady of course, who was very much involved in the Girl Scouts and so, this has a quality of interested, culturally, that seems like it would rise to the level of National but you know, it hasn’t been studied in an evaluation to date. There’s a little fountain outside here that is dedicated to a former Boy Scout Master so, maybe it belongs on the other side of the campus here. The playground behind the Scout House is shown here. Then, here’s the parking lot that would be a part of this project. So, the parking lot is actually a City capital project; the parking lot improvements. The Junior Museum and Zoo project is a collaboration between the friends of the Junior Museum and Zoo and the City. Again, here is the existing footprint with the existing parking lot layout. Diagonal spaces here and then kind of a barrier here and then, here is the proposed footprint as in the current plans; sort of a ‘U’ with this whole Loose in the Zoo and it’s – key to this project was, you know, preservation of the Dawn Redwood which is here and the Pecan which is very large. They are not protected trees in the sense of species that is called out in the ordinance but they’ve been there a while and they’re of esthetic value. The proposal is to delete the driveway here and put landscaping and have just the one driveway that aligns with this street here or circulation through the property. The ARB discussed this last week and had some comments. They were concerned about the context and the missed opportunity for more child-friendly architecture and a child’s scale. The fact that the materials and colors seemed to be more Research Park looking than, you know, borrowing from the materials found on the site. There was some concern about how transportation would be handled. There’s a bus parking area that has been considered here and so, this is a busy street and there was some concern about that. Of course, the Girl Scout House was called out because of the proximity of the pavement that was proposed here, coming into what is now, kind of a landscaped area in front of the Girl Scout house. Those are the main points. I’ll just now turn this over to [John Akin] to discuss the excitement about the proposal. Mr. John Aikin: Good morning Chairman, Vice Chair and Board Members. [John Akin] Junior Museum and Zoo. The plan is to rebuild the facility to right size it for our current audience and that includes replacing the building with a larger building, replacing the zoo with a larger zoo but also, rebuilding the components so that we’re accreditable by the American Alliance of Museums and the Associations of Zoos and Aquariums. The – let me click to it – I’ve got a button. The Zoo will be completely netted and the netting will be viewable from Rinconada Park especially, perhaps the parking lot too; although the building and the Pecan Tree will hide most of that view. The idea here is to not only, keep vandals and predators out but to be able to have some of the animals Loose in the Zoo so that children can explore the zoo and find animals where ever they might encounter them in nature. We are replacing many of the exhibits that we have for our animal collection today which are mostly rescued animals, pets, and wildlife that’s been rescued but we are adding a Meerkat Exhibit and a substantial area for management of animals to make the Zoo really endure for the next 100-years; a long-term investment. Roll it? There we go. It’s a very tight site. One of our goals is to enhance parking because parking seems to be an issue everywhere and thereby enlarging the parking lot but also, connecting all of the other pieces of the park to the Junior Museum and Zoo. So, pathways will connect the Girl Scout House and Rinconada Park and to Lucie Stern Center, bicycle pathways to Middlefield and through the park as well. There are a number of constraints on the site but I think I’ll let the architects talk about that as they laid this out. Let me introduce Bret McClure of Cody Anderson Wasney. Ms. French: Let me just finalize that by saying the next steps would be – because we do not have a formal application for architectural review and of the course the HRB would be involved in the next stage as well; providing recommendations to the Director, who's the decision maker in this process. The ARB is City of Palo Alto Page 3 not actually the decision maker. Then, we have an initial study that would be prepared, is being studied right now and final action, there’s a Phase 2 that the architect will describe. Let me get out of this now. Chair Bernstein: Welcome. Mr. Bret McClure: Thanks. One second. How do I go full screen? I can’t read it. There we go. Hi, there, Brent McClure with Cody Anderson Wasney Architects. I want to reiterate – follow on some of the things and the key points that Amy and [John] both highlighted about the project and the site. She’s alright kind of touched on some of the things. First is the existing site plan. You know, we’ve got the two existing driveways that enter in; one closer to Lucie Stern and one imminently adjacent to the Museum with diagonal parking that kind of rounds about and there’s this separate parking area that’s over here; the landscape buffer zone in front of the Girl Scout Building. This is the outline of the existing Museum and then the zone that is – encloses the existing Zoo right now and the little circles representing of the variety of trees. The green line represents the park boundary. As Amy mentioned, what is part of our design, is we are looking at having a building that stays completely out of the park. Part of our charge was to maintain the same number of parking stalls and ideally, increase the number of parking. Build around the Dawn Redwood, which is a species of tree that dates back to the Jurassic Era so, there is a tremendous amount of rich science opportunities with this tree. This species of this tree it’s self doesn’t go back to the Jurassic era. There’s the Pecan Tree up in the front as well and so, as part of the design, we are connection off of Middlefield. Having some pathways that link up and around and then kind of having a gateway into Rinconada Park. Part of the City’s Master Plan for the park is to have connecting pathways that then link Lucie Stern complex and then into the park. We’re trying to fit this building in and around sort of a variety of contextual issues. The – part of the parking also allows for drop-off. It was – there is drop-off along the front however, there’s dedicated bus drop-off as well that kind of comes in so, that was something that was an oversight at last week’s ARB session. The Zoo zone is all outdoors space, enclosed by the netting along with the Zoo support. The blue represents really, what the new structure is. As I mentioned, we’re kind of threading the needle with the area that we have to work with. It’s probably one of the most complicated sites I’ve worked on in my career. As far as the amount of space and all of the things that we’re trying to fit and preserve – you can see the boundary of the parking, the park boundary and then the other piece that we’re working about is that there’s an existing utility corridor that runs through. So, we’ve got City utilities that we’re having to not build around. We didn’t investigate relocating those but it was infeasible from a budget stand point. This project is also 100% donor funded by the friends of the Junior Museum and Zoo so, there’s been – it’s really been a labor of love over the last 4-years as they looked to raise close to 25 million dollars to solely fund this project. The parking lot, as – I just want to highlight too, is that there’s a landscape zone that’s in front of the Girl Scout building and then as part of the City’s design that we were working with them on was to expand parking and then now, the parking edge in this current state – which I’m sure you’ll want to talk about a little bit – is approximately 15-feet off of the edge of the Girl Scout building. Jumping ahead to the plan. This is a diagram – we can show plans if you have questions about it but really, I think, this kind of sums up how the building is assembled. There’s the Dawn Redwood tree here. We’re using that outdoor space as the entrance court yard for ticketing and then that front piece is the exhibit hall that links up into the Loose in the Zoo space. The building zones the front of Walter Hayes and Middlefield is sort of the back of the house support. There’s such a shortage of Zoo support rooms for animal care and whatnot that [John] mentioned that we need to put into this project to get accreditation. Then, another piece that most people don’t know about is the educational component of this program. They do huge amounts of classroom and outreaching to the school so that would be the blue spaces off the sides of the building. Here’s an image of an Ariel perspective kind of showing our design concepts as it stands. We’ve tried to design this as somewhat of a court yard building with the Dawn Redwood sort of being this focus and center pieces. A portico and gateway that allows you then to enter into this court yard and then, using the building to try and resolve the intersecting geometries of the two City grids. This mass over here – this low-slung mass is the education and Zoo support building, that then links and wraps around the back and then this taller mass at the front with this bump out piece, forms sort of the public display and the exhibit space. Some of the finishes that we’re proposing today is – we’re mindful of budget and trying to use splash and different things in mindful ways. The low building would be sort of a cement plaster. There are some Lithocrete walls, which is like an exposed sand stone looking concrete and then, City of Palo Alto Page 4 intersecting this kind of low, climbable walls and little pops of color with this blue at the entrance portico and then this blue canopy that’s part of the enclosed zone back around the Pecan Tree. With this being a new building on existing site, I think the one Standard from the Secretary of Interior Standards to do of – discussion would be #9 about differentiation and compatibility. How does that fit with a new building on existing site that is adjacent to other historic structures? In our – you know, we’ve kind of gone back and forth with this at some degree – we kind of welcome the Boards input as well. Is that we’re kind of looking at finish, at some degree as far as the color of the Stucco and the texture as it relates to the Lucie Stern complex. We’re using some wood elements kind of to echo some of the Girl Scout building and then different – and then also, trying to kind of look as a court yard configuration and arrangements to start to echo a little bit of it. We don’t have gabled roofs. We’re proposing some parapet forms and some flat roofs to kind of echo and suggest, you know, more modern construction of this time as well as having some fun elements and some pops of color. Here’s a quick section that shows, sort of the heights as it relates to the Girl Scout building and I think this gives you a sense to the aspect ratio of where that outdoor space in the Zoo stops and how it relates to the Girl Scout building. Then some of the heights as it relates to the neighborhood. To kind of quickly go through some of the elevations; there’s a perspective of the top and then a rendered elevation at the bottom. This would be the view off of Walter Hayes. Trying to take a quite approach just to how it’s seen from the street and then along the street, kind of having the landscape blend in so that what you really see is when you come around the corner and into the complex, you know, you’ve got this gate way window display so that you can see some of the exhibits from the outside; a wall for kids to climb on and other areas of exploration and then an entrance into the court yard. [John] already kind of touched on the Zoo but it’s interactive and connects with the museum. There’re pathways that wrap around, you know, things to climb on, animals are on display and then the Zoo support space in the back, which is more for service and kind of out of view and whatnot. Here’s an enlarged section and view of an early concept and illustration of what it might look like in the Zoo itself. Just a diagram we highlight – probably some discussion on how the parking – you might want to adjust around the Girl Scout building and as well as, you know, the street approach off of Middlefield. That was really, I think, a key point from the ARB. I think that kind of concludes the points I wanted to touch and turn it back over to the Board. Chair Bernstein: Thank you. At this point – thank you so much. Does anyone have questions for the applicant or Staff? Board Member Bower. Board Member Bower: Amy and [John], can you clarify who’s developing the parking lot? That’s not going to be the Junior Museum, correct? Mr. Aikin: We’re in the process right now. The friends of the Junior Museum and Zoo have committed to raising the funds and building the Museum itself. The parking lot needs to be reconfigured and they presented a design for that and the City and the friends of the Junior Museum are in negotiation right now about who's going to pay for the remodel of the parking lot. Board Member Bower: I notice in the plans that there is a proposal – I think is the best way to put it – that the barrier now between – I guess Hopkins or no, that’s Rinconada, that runs on the backside of the park? Ms. French: Hopkins. Board Member Bower: Hopkins and Middlefield, which is current – which was installed to keep cut through traffic from moving from Middlefield into the neighborhoods. I think that’s being removed – the barrier would be removed. Is that, right? Mr. Aikin: True. It’s being removed but it’s being replaced with a large hump, like the one in front of the Art Center. Between the Rinconada Library and the Art Center, to provide a broad pedestrian walkway that connects Rinconada Park to the Lucie Stern Center. It’s also relatively – the mains pathway is circuitous so, we’re hoping to try and cut down on cut-throughs. City of Palo Alto Page 5 Board Member Bower: Right, ok. I wonder also if the age of the Girl Scout House is known. Do you know when that was built? Ms. French: It was in the report but it pre-dates the – the original home was relocated to the current site and it was built – designed by Birge Clark and built prior to Lucie Stern Center. It was – the research we had done, just by Staff at the Cubberley Center, was that it was relocated from near Melville over to Hopkins and kind of the Boy Scout House area replaced – came to that… Board Member Bower: Right Ms. French: …former location. Board Member Bower: Prior to Lucie Stern? Ms. French: (Crosstalk) Prior to the design and build of Lucie Stern. Board Member Bower: So, it’s the oldest building in that … Ms. French: Yes, in the whole area. Board Member Bower: Thank you. Chair Bernstein: Any other questions for the Staff? Vice Chair Wimmer. Vice Chair Wimmer: I was wondering because the site is so small and so limiting, what’s your flexibility on height? Do you have to stay at a single-story level? I mean, is there possibility – I know you’re right on Middlefield but it there’s a possibility of you having some of those facilities offices may be on an upper level so you can have public space on the lower level? Mr. McClure: This project has been a labor of love for the last – I think we’re going on 5-years now and we’re still at entitlements and we’ve – the design that is before you are one that their confident and I think our team is confident that it can be constructed to meet their program for their budget. We explored – we’ve had an earlier version that is prior to this that had two-story designs. We’ve explored basements. We’ve kind of exhausted, I think all possible aspects of this and so, really, it’s sort of pushing up against either park boundary or parking edge and determining kind of what can give and not at this point. Yes, we’ve explored it but I think the one-story solution is sort of the direction of the client at this point. Chair Bernstein: Board Member Bunnenberg. Board Member Bunnenberg: Yes. Strictly by reason of history not by financial, I should disclose that some 40-years ago, I was hired to teach outreach classes for the Junior Museum and then at times, did substitute for [Dale Bruce] in teaching art right there in the Junior Museum. That this -- and of course my children attended many classes there. I was concerned to hear that you had discarded a gable roof as a possibility and would like to suggest thinking about the very steep gable roof which would repeat gabled roof that is across the street. You show boxes, they’re gabled rooves across the street. Lucie Stern is gabled roof but a gabled roof or a very steep pitch could be used as a teaching tool to say that Palo Alto is very unusual in that it goes all the way from sea level up through different climate zones, to the hills that are in Foothill Park. That – to say that for instance, the indigenous people right up to now have enjoyed this span and the shells down on the beach where – had many uses to the people and food support and the acorns up in Foothills park where used on grinding stones. So, that – it would sad to miss a chance to have this kind of thing and a gable roof –steep gable would not be that – in fact, would call attention to the building from Middlefield. You have your wonderful sign and you have your fanciful playground that does respond to children. What about one more item? City of Palo Alto Page 6 Chair Bernstein: Ok, thank you. Any other questions for the applicant or Staff? Board Member Makinen. Board Member Makinen: I think read in the report that the decision or the preparation was that the site was not historic, it had lost integrity. Is that correct? Ms. French: There was a Historic Resources Evaluation actually, two. One back in 2004 and another one more recently to respond to the current proposal and yes, it was determined by that study that it was – while culturally significant, the building itself had gone through many variations… Board Member Makinen: That was never brought before the HRB for concurrence or? Ms. French: It’s before you today. It’s in your packet. Board Member Makinen: Yeah, it’s in the packet but was it actually brought before the HRB? Ms. French: It’s before you today so no, it has not been brought before you. There’s been no determination on this project because it’s not a formal application. Board Member Makinen: Ok. Ms. French: It’s all right for your comments. Board Member Makinen: I will take that as an opinion right now. Is that correct? That’s an opinion. Ms. French: It’s a historical – qualified professional opinion that was prepared after significant research and the preparer is here today. At least a representative of Page and Turnbull is here if you had a question. Board Member Makinen: The point is I think it should be subject to a review by HRB; that decision. Maybe we don’t concur with it. Chair Bernstein: We’ll discuss when it comes time for the HRB to discuss. We’ll discuss all the things you’re bringing up. That would be great. Board Member Di Cicco. Board Member Di Cicco: I have a question. I’m kind of – the report was rather lengthy and I’m getting a little bit confused, shall I say. The original building is going to be demolished. Are any parts of that being retained or you’re starting from scratch? Mr. McClure: At the current state, no. That’s correct. Board Member Di Cicco: Pardon. Mr. McClure: We’re not preserving any aspects of the building. Board Member Di Cicco: The original building as it stands right now, part of that building has the gabled roof and in part, two-stories so, that would be a consideration or not? Mr. McClure: I think we could consider gable roofs. We’re not opposed to it. Board Member Di Cicco: It’s hard – from the plans and such – it does look kind of industrial with just flat roofs and I would agree with – as Beth mentioned that it would be a – it might fit into the neighborhood a little better with the massing and the appearance of the building. That would be a possibility and it’s going from – what is it? How many square feet are being – increased by 5,000-square feet? Mr. McClure: We’re adding approximately 5,000 – 6,000-square feet. City of Palo Alto Page 7 Board Member Di Cicco: Ok. Well, thank you. I just wanted to clarify it to myself. Chair Bernstein: Before we go to members of the public, any other questions for the applicant or Staff? Yeah, we’ll go to the public and then we can discuss. Do any Board Members have any other questions for applicant or Staff before we move to the public? Seeing none. I don’t have any cards on this. If there are any members of the public that would like to speak on this, you can let yourself be known. I see none. OK, we can bring it back to the Board. Board Member Kohler, where you prepared to continue with your train of thought? Board Member Kohler: I – looking at this, it’s – I moved here in ’54 and started 4th grade at Fairmeadow from New Jersey and I remember vaguely, going with my mom and dad to the Children’s Museum there and being kind of overwhelmed. Vaguely, remembering thinking, you know, what a great place and then my kids went there; went there for classes. I have to admit, I haven’t been in there for a little while. I think there was something – did the Historic Board Members – did we have to do something in there? They were doing an improvement or something? Chair Bernstein: It was for the Lucie Stern Center. We looked at putting the utility box on the opposite side. Board Member Kohler: Well, but I meant before that there was a – but I was – it was interesting the comments about why is the roof flat and that was sort of one of the things I was wondering about it. I kind of agree that it’s – you look around, there are all the homes with – and it’s felt a little out of place, on a park scene. It was more – just feels more industrial. So, we’re just making comments or are we asking questions or what are we doing today? Chair Bernstein: (Inaudible) Board Member Kohler: No, I just was tending to agree with the comments about that maybe the roof shouldn’t be flat because it kind of reminds me of the Industrial Park – Stanford Industrial Park. Because there are so many – even the school next door and it’s – I sort of feel like – other than that, I mean it’s an amazing layout and the access to the Zoo and everything is quite incredible. It’s just the building seems to fall short of the rest of the result. Chair Bernstein: I’m reading the ARB preliminary review comments and it seems to be addressing a similar kind of thing where it says, the architecture needs to address the context and purpose of the building and the building materials and colors should reflect the site, the neighborhood – your name again? I’m sorry. Mr. McClure: Bret McClure. Chair Bernstein: Bret, mentioned already about the – at least the color and some materials. For example, the Lucie Stern Center is white colored Stucco and they’re proposing Stucco on some of the buildings. At least – you know, we’re heading in that direction. Yeah, the roof forms, I agree with what Board Members have said so far is that the houses across the street and then also, the Lucie Stern Center itself. There’s a gable roof system there so, that could add to more of the compatibility regarding the Secretary of Interior Standards. Other Board Members? Board Member Bower, you have your light on. Board Member Bower: I’d like to say that – to start by saying, I think the – all of the site layout here, is an improvement. I should disclose, I went to the Junior Museum first, about 63-years ago, and I took my children there and I was there last month with my grandson and I was astounded at the number of people that use the facility. This is way overdue this remodel. I also noted that when I was there that the building, as it exists today, has no resemblance to what was built; at least from my memory. I think the analysis that this building has no historic fabric that we should be saving, it accurate. We can have that conversation again or at a different time but I was – so, let me move on to the design. I thought the use of the materials on the outside of the building is appropriately clever because it’s picking up the wood from the Girl Scout House and the Stucco but I share with my other colleagues on the Board, a concern City of Palo Alto Page 8 about the fact that it looks like we have an industrial box and the gable – the tile roof on the Lucie Stern Center, for instance, has a softening effect. Even though tile is not soft but the appearance is softening and the fact that it does work with the neighborhood, which has gabled or sloped rooves and practically, every building surrounding this; I think is important. I like the entrance to the building because of that – it’s very important having little kids running around, that there’s a way to contain them and I thought that that archway was quite clever and it does a feature that Redwood Tree. I think this is a really nice compromise in a very hard design situation. My only other concern is the cut-through traffic on the parking lots. Which I have to say -- I’m guilty of -- when it was open because I live not too many blocks away from here and in our current traffic situation, it will only occur again, at the Art Center parking reconfiguration; that was done when the main library was remodeled. There is a kind of circuitous route from one parking area to the other and there are also ballads that can be raised and lowered. It’s – that cut-off is very effective when there’s a big group of people at the Art Center and it doesn’t seem to be a problem on most other days but I would think, that if we’re going to open that up, we ought to have some barrier that can be erected most permanently or raised and lowered so that on the really heavy traffic days, like the weekends, people can get in and out but I think weekdays, absolutely, do not want cars cutting through there. Those are my general comments. Chair Bernstein: Bret, the drawing on page A1.1 says it’s a fire access line so, can there be ballads in that or does that have to accessible for a fire truck cut-through? Do you know? Mr. McClure: Yes, it would have to accessible for a fire truck to go through but there’s way to get around that. You can have a ballad that has a padlock on it that the fire truck could then, you know – it’s like opening a gate. Chair Bernstein: Ok, thanks for that. Board Member Bunnenberg. Board Member Bunnenberg: In listening to the ARB – the tape of the ARB, I was interested and concerned that they bus parking appears to be out on Middlefield and there was real concern about what about both that congestion on Middlefield and letting children out so close to a major artery in our City. I was wondering whether you had considered any kind of possible tunnel or semi-tunnel to get kids in, without having them (Inaudible)… Mr. McClure: One of the – I’m sorry if I can clarify. I don’t think we had fully and properly clarified that comment with the ARB in the short time that we had to present the project. What we have is -- it’s kind of a multi-layered aspect to this job. As part of the Master Plan for the park, I think the City is looking at establishing and reinforcing a bus stop zone on Middlefield, however, the way the parking lot is designed with the turning radiuses, if a school bus wants to pull into the site, they can do that and then drop off right in front of the Museum and Zoo. Board Member Bunnenberg: That’s very important. I also, very much feel that that modern Museum techniques do involve some things like time tunnels and this sort of thing and they seem to be fascinating to kids. Keep that as a possibility. Chair Bernstein: Thank you. Vice Chair Wimmer. Vice Chair Wimmer: Yeah, I was wondering if you could change the slide back to one of the exteriors front elevation so we can kind of take a second look at that. In my – I mean, I – my comments are very in kind of keeping with what the Board has already mentioned is that – I mean, I just feel like this is part of the Community Center. It’s a part of – it’s an extension of Lucie Stern and I would like to see some kind of a nod or response to the architecture of Lucie Stern but still make it of today. Which now things are becoming very modern, very sleek, very boxy. I think if you could balance that, it could be very exciting. It could be very interesting because this is – it’s almost a little to streamline, to square, too boxy and you have this – the building that’s closest to Middlefield, the one – and on your materials page, it’s a cement plaster exterior which is kind of similar to what Lucie Stern has. I mean, maybe you could take a look at putting a gable roof over that and maybe put some Spanish roof tiles and maybe that’s your City of Palo Alto Page 9 opportunity to pull a little bit of Lucie Stern over to this but still make it modern. Still, make it of today and exciting in that sense. I think about what – where that just has recently been done, is Palo Alto High School. I mean, Palo Alto High School has that Spanish/Colonial original buildings and then now, they have a new theater and gyms that’s – I don’t think that that’s like a wow. I can see how they are trying to pull that – those elements into those new buildings and yes, they succeeded in doing that but it's that – I think you have an opportunity to pull those elements over and make those elements more correct but mix it with some modern lines. I think it’s a great opportunity to do something really cool but I really do think that it needs to respond to Lucie Stern. It needs to feel like it’s a part of that and this feels like it’s trying to be something totally different and deny the fact that it’s part of the Community Center. I think that would be my strongest opinion. Chair Bernstein: I would share those comments too about the – if there was a way to introduce a gable or gables but still that – using the genius of the architect to keep it contemporary and also keep it subordinate to the dominant Category 1 Lucie Stern. I know your office is very capable of that. When I first saw the renderings, I was actually quite excited to see something very fresh. I’m there about once a week on that property and yeah, the existing building – it looks tired and it’s time to do something different. I think something in the modern direction and a very contemporary direction as your illustrating and again, as other Board Members have mentioned, a nod to the gable. Keep it – not a replication of historicism but I think – yeah, I see that you agree. The other comment I had and thank you for bringing it up, on page A-1.1 site plan, shows new parking stalls within a few feet or inches to the existing Girl Scout building. Page A-1.1 – yeah. If there can be a – when you – as you proceed with your review process and refinements, to see if there’s a proposal that doesn’t have a car right next to that building there because again, it’s not listed on the Historic Register yet but if it does go through a review, it’s – because of its age and architect, its use in history, you’ll probably get some level of historic designation I would imagine. Then – don’t let those cars come so close. That would be my suggestion. Any other discussion. Board Member Makinen. Board Member Makinen: I was looking at page Z-21 and I really like that, the mesh that goes over the top of it. We were in Hong Kong a few years ago, and there’s an Avery in downtown Hong Kong that as a similar treatment and it’s really quite effective. You can walk along little catwalks and walkways. I don’t know if you’re familiar with that but this kind of reminds me of it. I think that will be a very strong point but I do concern with the other comments about the form of the building. It would probably be more compatible if it was – did have some similarities to the Lucie Stern Center. It’s kind of a boxy type look right now when you look at it. That’s it. Chair Bernstein: Board Member Di Cicco. Board Member Di Cicco: The Zoo looks like it’s going to be amazing. Oh, I thought I had done that, sorry. The Zoo does look amazing. Is – how – is that being enlarged by in what size compared to the original? Mr. McClure: It’s increased in size by – I don’t have my cheat sheet in front of me but by 5,000-square feet. Board Member Di Cicco: It looks like it’s going to be an amazing place for children. I know it’s Phase 2 and Phase 1 hasn’t actually occurred but the fact of putting in a tree house and – sounds also very amazing and I don’t know anything children don’t like better than tree houses. Where would that be in respect to the Zoo and what’s in place and what tree has that been designated? Mr. McClure: The Phase 2 – I’m going to jump – so, if we – I think the diagram is probably will help illustrate it best. If this is the building shape here, this ‘U’ shape that then rotates and then this is the Pecan Tree. You know this is an enclosed open air courtyard, that we’re calling a Science Court Yard. This is internal to the complex and then opens up and you can go into the Zoo. The netting goes around this green zone. There will be a tree like structure out in the Zoo as part of Phase 1 but with Phase 2, what the plan is, is that there would be at the ground floor. We would add a small modest building – not part of this application today but to just sort of show, the sort of long-term plan is that there would be an City of Palo Alto Page 10 education classroom on the ground floor. Then, a Zoo exhibit space – initially there’s been talk about a butterfly room, lots of really fun and you know, interesting ideas. That then could link up with a catwalk bridge -- such as Mr. Makinen was talking about from Hong Kong – it could then link up and connect with the tree fort. You know, one of the goals was to get this over and under experience so, when you’re out with the animals, you know, you’re up in the trees, you’re down below and as we’ve looked at the constraints of the modern finances of this project. You know, some of those things have been moved to this Phase 2. Board Member Di Cicco: Well, thank you. Mr. McClure: Sure. Board Member Di Cicco: Sounds amazing. Chair Bernstein: Board Member Kohler. Ok. Yeah, Board Member Bower. Board Member Bower: One comment that I’d like to make about the exterior materials is I think about how this new building will relate to the buildings on the site. I think that this building really relates to the Lucie Stern Center more than the Girl Scout House. Girl Scout House is kind of screened by the trees and it’s off in its corner. Obviously, extending the parking lot makes a difference but I think that really, the face of the Museum should reflect the materials and the style of Lucie Stern and maybe the wall that faces the Girl Scout House is the wood material that you’ve used. I’m not being critical of your architecture. Just suggesting that you might explore that. Board Member Kohler: I have one final question. How is former Historic Resources Board Member [Monty Anderson] doing since he started his company and everything? Mr. McClure: Monty Anderson is enjoying retirement or his next phase immensely up in – full time up in Cedar Ranch as the moment. Board Member Kohler: At Cedar Ranch, I didn’t know (Crosstalk) Mr. McClure: Yeah. Well, pass it along. Chair Bernstein: Alright, so this was a Study Session and does the applicant – do you have any questions for us? Good. (Inaudible) Ok, good. Alright. Any other items on this subject? Amy, anything else or [Mr. Akin], any comments? Mr. Akin: One thing I wanted to point out about the parking lot challenge with the Girl Scout House. One of the reasons the parking lot was sort of shifted towards the Girl Scout is to actually give Lucie Stern a little bit more breath and put some landscape on that side. We kind of recognized that there was a little bit of a dilemma here, to respect one side of the lot or the other but we’ll look at – take these comments and look at it again. Chair Bernstein: Is there – Amy, is it appropriate for the HRB to request that a Historic Restructure Report be done on the Lou Henry Hoover Girl Scout building or does the Board even think that’s necessary to do at this point? Vice Chair Wimmer: (Inaudible) Board Member Bunnenberg: I would certainly favor that kind of thing. If we have to wait till our retreat to suggest it but I think that it is very overdue and one of these structures that are so easy to overlook when you’re doing a City-wide survey as the Dames and Moore. I would strongly agree that this was a major step in women’s rights movement, to bring in the Girl Scouts. City of Palo Alto Page 11 Chair Bernstein: The reason why I am asking this question if it’s appropriate that this is done and soon, is that when we get the formal application for this project and if that parking structure – I mean if the parking spots are like very close to the historic building. The HRB may have a little stronger voice in its comment about not allowing parking to be – new parking to be so close to it. If we could have that – our position backed up by saying, hey, this is a significant historic structure. I think that could give a little bit more emphasis for the HRB’s comment about the parking. Yeah, please, Board Member Bower. Board Member Bower: I’m mindful of the expense of a Historic Structure Report and since the applicant would probably have to bear that expense, that just takes money away from the project. If we want to have a Historic Report on the Hoover building, it seems to me, we don’t need it for this project. We ought to have it – the City ought to have it but I don’t want to burden the applicant with this. I mean, they don’t have enough money probably, to do what they want to do and that just takes more away. I think we can make our determination about the appropriateness of the space between the Hoover House and the parking lot without that. I’m not discouraging the report to done. I just don’t want to – I don’t think we have to have it for this application. Board Member Kohler: I agree with David. Chair Bernstein: Ok, right. No action on that. Ok. Right, anything else before we move onto the next agenda item? Alright, thank you very much. Yes, thank you. Thank you Mr. Aikin. Project Site Plan Hardcopies of project plans are provided to ARB Members. The preliminary review plans presented to the ARB on January 19, 2017 are available to the public by visiting the Planning and Community Environmental Department on the 5th floor of City Hall at 250 Hamilton Avenue. The conceptual site plan for this study session will be available on the below webpage Directions to review Project plans online: 1. Go to: https://paloalto.buildingeye.com/planning 2. Search for “1451 Middlefield Road” and open record by clicking on the green dot 3. Review the record details and open the “more details” option 4. Use the “Records Info” drop down menu and select “Attachments” 5. Open the attachment named “Revised Site Plan JMZ” MEMORANDUM 455 Lambert Avenue, Palo Alto, CA 94306 ARCHITECTS www.cawarchitects.com 650 328 1818 DATE March 3, 2017 PROJECT NAME Palo Alto Junior Museum & Zoo CAW PROJECT NO. 11011 SUBJECT Project Summary and Update for ARB Study Session on March 16, 2017 DISTRIBUTION Amy French, Architectural Review Board, City Staff PREPARED BY Sarah Vaccaro Palo Alto Junior Museum & Zoo Project Update and Summary CAW Architects and the Friends of the JMZ presented the Palo Alto Junior Museum & Zoo project for Preliminary Review at the January 19th ARB Meeting. The main comments we noted during this preliminary review were: • The design character of the new JMZ should be more compatible with Lucie Stern Community Center and Lou Henry Hoover (Girl Scout) Building. • The design should better integrate into the overall Riconada Park / Lucie Stern city site. The design should read as one of several civic buildings within the larger site. • The design should reflect a child-like whimsy, and include a “big-idea” that could reflect the mission of JMZ into the architecture. • The design should better integrate bicycle and pedestrian access to the site from Middlefield and not solely focus on vehicle access to the site. The design should have a stronger presence along Middlefield. • Create a safe parking lot with bus drop off and adequate landscape buffers between the buildings on the site and vehicles. We are developing a revised design, which is still in progress, that attempts to balance the program, budget, and incorporate these comments from the ARB. Some of the key points are described below: Site Organization and Circulation: Our revised site plan, which is still in development with JMZ and City Staff, creates an axis connecting Middlefield to the JMZ entrance plaza to the Park. This pedestrian and bicycle path connects with other major axis from Lucie Stern, the Children’s Library, and Girl Scout building into Rinconada Park to improve the overall site circulation. Since our last ARB review, the City has clarified their goals for the parking lot, which include pedestrian and bicycle safety, clear organization, and maintaining the current parking count. The City is no longer requiring the design increase the parking count. Our revised site plan re-orients park of the parking lot to align with the city grid along Middlefield and the grid of the proposed JMZ building. The revised site plan results in a larger outdoor plaza space to enhance the presence of the building in the surrounding site. The plan has been simplified to align with Middlefield grid and to reinforce the courtyard design with a larger entrance plaza. Each of these site organization moves allows for a more civic entrance and presence for the JMZ Museum & Zoo. Creating the character of a children’s museum and zoo The mission and vision of the JMZ is to engage a child’s curiosity in science and nature. The promenade connecting Middlefield to the JMZ entrance plaza to the Park becomes a journey of discovering natural phenomena – water, light/color, wind, earth – through child-scaled experiences: A bridge over and rock maze through a bio-retention swale. A trellis defined by sunlight shining through a variety of colored and transparent planes. Kinetic wind sculptures ushering visitors to the JMZ entrance. A stump maze encircling the Pecan Tree and a geological wall rising from the ground to create the zoo enclosure. These experiences, sculptures, site features are the child-like whimsy and allow the architectural design of the building to be a clean, quiet background. We are working with the arts commission to establish areas within this area of the site to further capture these design concepts into the project. Architectural Design: The revised floor plan and massing, which are still in development, reflect a traditional courtyard building with end gabled roofs, echoing the character of the Lucie Stern complex. However, the JMZ building forms will utilize clean contemporary lines and material. The simple form of the building allows for playful interventions – sculptural skylight forms, colorful entrance awnings, playful window patterns – along the Middlefield and main entrance facades and roofs. We would like to present the development of the revised design in response to the Preliminary ARB comments at a working study session on March 16th. Our goal is to present the in-progress design concepts articulated above through diagrams, site plan, building massing and case studies and discuss further input in preparation for Formal Planning and ARB review. Architectural Review Board Staff Report (ID # 7848) Report Type: Action Items Meeting Date: 3/16/2017 City of Palo Alto Planning & Community Environment 250 Hamilton Avenue Palo Alto, CA 94301 (650) 329-2442 Summary Title: 240 Pasteur Drive - Biomedical Innovations Building Title: PUBLIC HEARING / QUASI-JUDICIAL. 240 Pasteur Drive [16PLN- 00362]: Recommendation on the Applicant's Request for approval of an Architectural Review to Allow the Construction of the a new Biomedical Innovations Building for the Stanford University School of Medicine. The Approximately 215,000 Square Foot Building was Previously Entitled in 2011. The Proposed Project Includes Architectural Modifications to Reflect Updated Internal Program Needs, Surrounding Pathways, Heritage Trees, and the Architecture of the Adjacent Hospital. Environmental Assessment: An Environmental Impact Report was Previously Certified for This Project Pursuant to the California Environmental Quality Act (CEQA). Zoning District: HD From: Hillary Gitelman Recommendation Staff recommends the Architectural Review Board (ARB) take the following action(s): 1. Recommend approval of the proposed project to the Director of Planning and Community Environment based on findings and subject to conditions of approval. Report Summary The subject project was previously reviewed by the ARB. An earlier staff report includes extensive background information, project analysis and evaluation to city codes and policies; that report is available online: http://www.cityofpaloalto.org/civicax/filebank/documents/55208. A copy of the report without prior attachments is available in Attachment D. City of Palo Alto Planning & Community Environment Department Page 2 The purpose of this report is to restate the comments made by the Board and detail the applicant’s response to those comments. The analysis section below builds upon the information contained in the earlier report and modified to reflect recent project changes. Background On December 15, 2017, the ARB reviewed the project. A video recording of the Board’s meeting is available online: http://www.cityofpaloalto.org/news/displaynews.asp?NewsID=3774&TargetID=319. The Board’s comments and the applicant’s response are summarized in the following table: ARB Comments/Direction Applicant Response Explore creating a defined entrance to the building at the corner of Pasteur near the Oak tree Additional detail, views and diagrams have been provided; however, no substantive change to the plans has occurred. Provide a more complete landscape plan along Pasteur Drive Additional detail provided; however, no substantive change to the plans has occurred. The applicant has provided a memorandum included in this report as Attachment A. This document expands upon the conceptual plan and further explains their interest in the design solutions originally presented to the ARB. While staff and the ARB had previously identified areas of plan refinement, the Board’s motion at its last meeting focused on the two issues identified above. There remain some minor code compliance details that need to be resolved prior to issuance of a building permit; however, these issues can be addressed through conditions of approval as it is not anticipated to impact the architectural design or setting. In the event there is a significant change to the architecture, setting or landscaping that is not anticipated in the plans, such modification would require ARB review and recommendation to the Director. Analysis1 The proposed project is in substantial compliance with the prior discretionary and legislative approvals, including the governing Development Agreement. This subject building was previously approved and the applicant is now seeking to update the exterior façade and modify elements of the building to reflect changes to the building’s internal programing. The overall mass, scale and building form being reviewed with this application is consistent with prior approval. While staff anticipated some design modifications in response to the Board’s last discussion, the applicant’s response with more detailed information further communicates their design objectives, which is guided by the broader Stanford campus context. The City and Stanford have a shared interest in quality architecture, place-making, and overall urban design. While there may be some refinements that some may suggest could be made to enhance the 1 The information provided in this section is based on analysis prepared by the report author prior to the public hearing. The Architectural Review Board in its review of the administrative record and based on public testimony may reach a different conclusion from that presented in this report and may choose to take an alternative action from the recommendation in this report. City of Palo Alto Planning & Community Environment Department Page 3 landscaping or other design features, staff concludes, on balance, that the project meets the required findings2 for approval. Environmental Review An Environmental Impact Report (EIR) and a Mitigation Monitoring and Reporting Program (MMRP) were previously certified by City Council for the Stanford University Medical Center (SUMC) Facilities Renewal and Replacement project pursuant to the California Environmental Quality Act (CEQA). The Mitigation Monitoring and Reporting Program can be found as Attachment F. The Draft and Final Environmental Impact Report can be found on the City’s website (http://www.cityofpaloalto.org/gov/topics/projects/landuse/sumc/default.asp). The proposed project includes changes to the exterior building material and some building aspects related to adjustments in floor area and building modulation. However, these changes are minor and contemplated in the prior environmental analysis. The updated architectural style does not require any change to the previously certified environmental documents and no addendum is warranted pursuant to CEQA Guidelines 15164. Public Notification, Outreach & Comments The Palo Alto Municipal Code requires notice of this public hearing be published in a local paper and mailed to owners and occupants of property within 600 feet of the subject property at least ten days in advance. Notice of the first public hearing for this project was published in the Palo Alto Weekly on December 2, 2016 and the postcard mailing occurred on December 5, 2016. Notice of this second public hearing for the project was published in the Palo Alto Weekly on March 3, 2017 and the postcard mailing occurred on March 3, 2017. Public Comments As of the writing of this report, no project-related, public comments were received. Alternative Actions In addition to the recommended action, the Architectural Review Board may: 1. Approve the project with modified findings or conditions; 2. Continue the project to a date (un)certain; or 3. Recommend project denial based on revised findings. Report Author & Contact Information ARB3 Liaison & Contact Information Jonathan Lait, AICP, Assistant Director Jodie Gerhardt, AICP, Planning Manager (650) 329-2679 (650) 329-2575 jonathan.lait@cityofpaloalto.org jodie.gerhardt@cityofpaloalto.org Attachments: 2 Pursuant to the approved Development Agreement, the 2011 ARB findings are required to be used to evaluate this project, not the more recently updated findings. 3 Emails may be sent directly to the ARB using the following address: arb@cityofpaloalto.org City of Palo Alto Planning & Community Environment Department Page 4  Attachment A Applicant Project Description and Response to ARB Comments (PDF)  Attachment B Architectural Review Findings (Approved 2011) (PDF)  Attachment C Conditions of Approval (Approved 2011) (PDF)  Attachment D Staff Report December 15 2016 (PDF)  Attachment E Zoning Comparison Table (DOCX)  Attachment F SUMC Mitigation Monitoring and Reporting Program (PDF)  Attachment G Project Plans (DOCX) 1223 SW Washington Street Suite 200 Portland, OR 97205 T 503 224 3860 F 503 224 2482 Memo Date March 16, 2017 Project No. P23156.02 Project Name Stanford University - School of Medicine Biomedical Innovations Building - BMI Page 1 of 6 To Rebecca Atkinson, City of Palo Alto Planner From Peter van der Meulen, ZGF Architects Subject ARB Hearing #2 - Response narratives Project Description BMI is the first of several planned buildings intended to displace the aging Stone Complex to the north with new research facilities, as allowed for in a City of Palo Alto & Stanford University Development Agreement. The proposed BMI building design draws from the previously designed and approved 2011 ARB Submittal. Using an architectural “kit of parts” vocabulary previously established for the Stanford University School of Medicine, it continues to respect and preserve existing Heritage Trees onsite, and has been further refined to respond to an updated site context with the addition of the new Stanford Hospital immediately to the north. The building is proposed to be 4 stories high above-grade with mechanical penthouse, and a full lower level with a lightwell along the northern exposure and a tunnel connection to the south. Building area, graphically described in the submittal drawings package, is summarized as follows: Lower Level: 43,541 gsf 35,098 CoPAsf Level 1: 41,764 gsf 40,360 CoPAsf Level 2: 43,628 gsf 42,178 CoPAsf Level 3: 43,628 gsf 42,178 CoPAsf Level 4: 43,788 gsf 42,338 CoPAsf Roof (stair): 298 gsf 298 CoPAsf TOTAL: 216,647 gsf 202,450 CoPAsf In preparing the new BMI design, a comprehensive tour of existing research labs was made to observe the current range of use and operations. Workshops and interviews were then conducted with School of Medicine research staff, which resulted in a revised internal planning approach for the BMI Building. Plans developed for a series of common, “generic” 24-bench research labs, with associated lab and core building support space. These labs are aligned within the interior of the building, along a central east-west linear equipment corridor to create a central “chassis”. Unlike the earlier 2011 internal planning, office workplace now flanks the labs on the building’s perimeter on all sides, giving direct daylight and views to the most highly occupied work zones within the building, and indirect daylight into all of the lab A prominent entry canopy at the east end of the building will signify both a School of Medicine Promenade Gateway and the point of arrival for the BMI building, with reference to the roof elements of the Clark Center, LKC and Lokey. The red entry element is identified in the SoM Master Site Plan as one of several “kit of parts” for new buildings providing a common building vocabulary on the SoM campus. BMI anticipates the subsequent future development of similar or lesser scale to the north and across Jordan Way, to complete the planned research facility area replacement. A future phase building, as significant building form flanking Jordan Way, is expected to also reinforce this School of Medicine Promenade Gateway. A planning option for a future phase as one building was included in the 2011 ARB submittal; this submittal has been expanded to reflect an alternate approach with two smaller buildings and a connecting landscape quad. The taller elements of the building massing, such as rooftop exhaust stacks and mechanical equipment, stand back from the building cornice line, and will be screened to minimize the visual impact. Stanford University Biomedical Innovations Building - BMI Page 2 of 6 TUNNEL As this building adds to a network of other research buildings that draw upon the existing School of Medicine central core services tunnel, a lower level tunnel connection will be created from the SE corner of BMI to the south running under Promenade between CCSR and Beckman, infilling a portion of the existing lower level areaway along Beckman’s west façade. While only 30’ of the tunnel is within the City of Palo Alto, the balance extends into Santa Clara County and on to the existing Stanford Central Loading Facility. As all material and refuse delivery and extraction will occur via this tunnel, BMI will not require or include a street loading service entrance. EXTERIOR BUILDING FEATURES The building elevations are composed of 4 primary cladding systems, curtain wall, Stanford French “Rocamat” limestone, precast GFRC arcade elements, and discrete zones with terra cotta clad panels and piers at building entries. With research wetlabs all located within the center of the floorplates, desk and office areas are now located on the building perimeter. These work areas are typically open plan, and articulated volumetrically on the north and south sides of the building, expressed as stone volumes framing curtain wall elements to promote views and natural daylight within the workplace. Circulation spaces along the east and west ends of the north elevation are captured in a re-interpretation of the Stanford arcade, composed primarily of GFRC clad piers and lintels. The piers are expressed in a syncopated rhythm, with curtain wall infill. The building language utilizes and re-interprets the standard Stanford School of Medicine kit of parts, with an intent to relate to the current architecture of the campus while continuing to evolve the architectural vocabulary of new construction on campus. Aluminum and glass curtainwall system with incorporate vision glass to match that used for Lokey, with opaque spandrel glass panels at sill conditions. All glass will be of high performance low-e insulated units with some vision panels having a ceramic fritted pattern. An infill of narrow painted aluminum panels within and to match this system are designed to create larger “frames” on the facade that relate to the new Stanford Hospital design. All areas of exterior glazed window wall will include integrated automated internal roller shades to control glare and solar gain, and operable awning-type windows are proposed for thermal comfort. The main east entry lobby, and a secondary west staff entry, will each include glass doors and storefront at the ground level with open views within and into the lobbies. Terra cotta rain-screen cladding is incorporated at ground floor entry areas for accent and as an indirect reference to Stanford Red. At the rooftop, a continuous mechanical equipment roof screen will be of painted perforated metal panels on a steel framing system. The exposed exhaust fan stacks extend approximately 9 feet above the mechanical penthouse screen, which is approximately 11’-6” tall. Building Entry Expression To address questions of BMI building entry expression, ZGF has added to the ARB submission several eye-level views with a partial siteplan to better describe the concept in detail. In further examining and refining building entry expression, several central factors have guided the building primary entry placement and design: 1. The existing Heritage Coastal Live Oak at the Northeast corner of the building has been celebrated with a pedestrian zone of respite surrounding the tree, with access off of both Pasteur and Jordan Way. Its presence reinforces a sense of permanence, and with the prominent roof canopy helps to define the symbolic School of Medicine Gateway at Jordan Way. 2. Primary building approach routes to BMI are from within the School of Medicine campus, from the east, south and west. As the building serves School of Medicine Research only, it is not open to the public, and significant pedestrian traffic across Pasteur to BMI is not anticipated. 3. School of Medicine building entries are generally oriented to a quad or plaza internal to the campus. The BMI entry location and orientation responds to this existing circulation and pattern of building entry, reinforcing an overall campus scale clarity of entry and wayfinding These factors led to the orientation of the BMI building entry fronting and engaging the existing academic quad formed by BMI, Edwards (future BMI2), Beckman and CCSR. Primary interaction of the BMI research community extends from this quad to other buildings south, east and west of BMI (LKSC, Clark, Lokey). Additional diagrams and views provided in the ARB submission supplement to illustrate these relationships, including pedestrian routes and School of Medicine activity nodes. Stanford University Biomedical Innovations Building - BMI Page 3 of 6 The main BMI building entry within the eastern façade has been made distinct by the following features: · An open raised terrace, with terrace furnishings to support the social gathering at the building entry. · Flanking terra-cotta clad wall elements unique to the building entries, including the staff-only entry at the along Governor’s Avenue. · The use of super-clear, low-iron storefront glazing to reduce reflection and expose the color, lighting and activity of the working lobby within. · The building entry doors are recessed under cover of the upper stories for weather protection. For this reason, an additional entry canopy was not needed, and was felt to visually compete with the larger roofline canopy. · The lobby point entry is clearly defined as a portal with two pairs of doors, surrounded by a bold metal-clad frame within the larger glass wall, to visually clarify and reinforce entry door location. · Entry is further reinforced by extending finish materials from exterior terrace right into the lobby interior, at both the soffit (wood) and the ground plane (terrazzo tile), to reinforce the visual connection of the interior and exterior at the entry location. As the building is secure, and only open to the working School of Medicine research community, the lobby itself is purposefully small in scale, with focus on the internal communicating stair and internal departmental laboratory access. Fixed tables and wall niche banquets, reinforce the use of the lobby for research collaboration. Landscape and Site Design BUILDING CONTEXT BMI establishes the newest building along Pasteur Drive at the north perimeter of the School of Medicine campus. The site is bounded by Governor’s Avenue to the west with a landscape setback, directly across from Lucas Hall. To the east, across School of Medicine Promenade, is Edwards, which will be subject to future replacement with the Stone Building complex. To the south is CCSR, from which a 50’ standoff is required, creating Cooper Lane, a pedestrian lane partially covered by the CCSR sun trellis canopy. CAMPUS CONTEXT To date, entries to the School of Medicine has been oriented towards Campus Drive, Foundations Walk, and Discovery Walk: the cross campus spine which provides an address for the LKSC, SIM 1, as well as Clark Center and Alumni Green. Discovery Walk has also been the site of an important thematic art work, “Medical Narratives.” With BMI, there will be an opportunity to further define the campus character for the “next block in” from the Pasteur frontage – meaning Cooper Lane, and the portion of land opened through the demolition and replacement of Edwards. The BMI site completes an existing “quad” formed with the intersection of Edwards, Beckman and CCSR, with easy pedestrian and tunnel connections to other recently developed School of Medicine buildings to the south. Redevelopment of this quad, BMI PLAZA, will create a space around which four different building entry porches can be grouped, creating a more focused and compact space where scientists from different areas and disciplines will gather to socialize and exchange ideas from in and out of the lab. BMI PLAZA The primary pedestrian entry to BMI is from the plaza at the intersection of Cooper Lane and School of Medicine Promenade, aligned with the main existing pedestrian connection between CCSR and Beckman. The plaza, defined by the entries to Edwards, BMI, CCSR, and Beckman will be a busy social gathering space with afternoon sun exposure. The BMI entry will feature a “social porch” which elevates the building entry roughly 2’ above the plaza to create an additional layer of social gathering on broad steps near the threshold. Terrace furnishings will further support the social gathering space of CCSR Café concession across the plaza. SHOOL OF MEDICINE GATEWAY The intersection of Pasteur and the Medical School Promenade creates something of a threshold to the School of Medicine, and offers an opportunity for a symbolic gateway. The Gateway Plaza space on the south side of Pasteur will Stanford University Biomedical Innovations Building - BMI Page 4 of 6 form a visual entry flanked by BMI and a future BMI2 to replace Edwards. The BMI design, which features a dynamic rooftop canopy projection, will serve as a strong visual feature, along with the existing, large space-defining heritage oak. The Gateway Plaza will serve as a symbolic and visual presence for the School of Medicine as a whole, for those entering from the Medical Center along the Medical School Promenade. The plaza defines a social space around the existing heritage oak tree through the arrangement of two large, custom social benches that frame the plaza space. These custom benches imbue the Gateway Plaza with character, and provide the setting for social interaction, small gatherings, or rest from the activity along the Promenade. Three Italian Cypress trees and planting create a threshold that provides entrances, and defines the perimeter of the Gateway Plaza space, while also providing a buffer to Medical Center Promenade and Pasteur Drive. PASTEUR DRIVE FRONTAGE The Pasteur Drive frontage is highlighted by several mature Heritage Oaks, in two distinct groves at each end, which provide a strong character and sense of permanence. All necessary efforts will be made to preserve and enhance these oaks. These trees offer opportunities for shaded seating areas for pedestrians and shaded views to work areas within BMI, along the north façade. At the northwest corner of the site, a grove of Heritage Oaks will be preserved and incorporated into a new open, flexible, quiet space. This area will maintain a simple, consistent ground plane, utilizing the existing aggregate mulch, and will also provide a space for the reuse of stone paving salvaged from and reused on the site. The plaza at the northeast corner will be much more active, and provide a space for small gatherings. An allee of trees runs along the rest of the BMI building’s north frontage, visually extending the allee of trees that begins in front of Lucas, and providing continuity along Pasteur Drive. This area also houses a lushly planted light well, which provides access to sunlight for the lower level of the BMI Building, but is screened off from the public. GOVERNOR’S AVENUE The project also fronts on Governor’s Avenue, an important cross campus bike connector framed by existing Sycamore trees to be preserved and/or replaced in kind by the end of the construction project. These trees are coupled with bike racks, reinforcing the Avenue’s role as a bicycle thoroughfare for the School of Medicine Campus. COOPER LANE Cooper Lane runs between CCSR and BMI – this is a 50’ wide connector space that extends east / west across the entire Medical School campus. Its character is more casual and relaxed than Discovery Way. Within the portion shared by BMI and CCSR, it will provide space for informal study and seating in a series of small garden spaces edging the pathway. Cooper Lane consists primarily of native lush, shade tolerant planting, serving as a contrast to the character along the Pasteur frontage. LANDSCAPE DESIGN ELEMENTS The vocabulary of landscape components for the BMI project -- Paving, Site Furnishings, Planting, Site Lighting and Site Signage -- is defined in the School of Medicine’s 2011 “Foundations in Medicine Master Plan”. This landscape vocabulary was established by earlier phase SoM built projects including Foundations Walk, Discovery Walk, LKSC and SIM1. Paving: The palette of hardscape paving materials will consist primarily of precast concrete unit pavers and aggregate paving that matches existing surfaces around the Oak trees. Building terraces and ‘social porches’ will be paved with larger module concrete pavers, while major pedestrian circulation spines and walkways, such as SoM Promenade and BMI Plaza will be paved with concrete unit pavers, matching existing adjacent pavers. Smaller garden rooms and bicycle parking corrals will be paved with aggregate, matching existing adjacent surfaces and Stanford’s campus-wide standards. The base of the BMI building, where it meets landscape areas, will be paved with narrow ornamental river rock maintenance strips. Areas and grades underneath the drip lines of existing Live Oak trees will be preserved, including un-compacted aggregate mulch in order minimize disturbance and impact to the trees as much as possible. Site Furnishings: Site furnishings will include board formed concrete seat walls and combination planter/seat walls, wood benches, café tables, chairs & umbrellas, painted metal trash receptacles, and bike racks, and the two custom, made from Corian, Stanford University Biomedical Innovations Building - BMI Page 5 of 6 social benches at the Gateway Plaza. The palette will be consistent with established Stanford Campus and School of Medicine standards. Planting: The palette of plantings will consist of preserved trees (primarily Live Oaks and the Sycamores along Governor’s Avenue) and new trees; as well as hedges and detail understory/garden plantings. New trees proposed for BMI include Live Oaks (Quercus agrifolia) and Elm trees (Ulmus ‘Accolade’) along Pasteur Drive; Big Leaf Maple (Acer macrophyllum) along Cooper Lane; as well as Western Dogwood (Cornus nuttallii) and Western Redbud (Cercis occidentalis) flowering accent trees. Wax-Leaf Privet (Ligustrum japonicum ‘Texanum’) hedges and garden planting will be used to screen garden room spaces and bike parking corrals, consistent with Stanford Campus standards. Planting along Pasteur will be drought tolerant native or adapted flowering plants. Site Lighting: The palette of site lighting will be consistent with Stanford Campus standards and the fixture type and location criteria established by the 2011 “Foundations in Medicine Master Plan”. The Master Plan proposes the campus standard ‘framed globe’ pole fixture (12’ height) along the SoM Promenade and the ‘Holophane RSL 350’ pole fixture (10’ height) along Pasteur, Cooper Lane and Governor’s Avenue. The Bega Indirect 88-309 Type V Pole luminaire (10’ height) is proposed along Cooper Lane and to illuminate entry plaza areas at the NE and NW corners of the site. Site Signage: The palette of site wayfinding signage, established by the 2011 “Foundations in Medicine Master Plan”, will be consistent with Stanford Campus and School of Medicine standards. Green Building Program The project will follow Stanford Guideline for Sustainable Buildings, and comply with California’s Title 24 Energy Code as well as City of Palo Alto’s green building requirements. Stanford University has demonstrated its leadership with respect to environmental stewardship by, among other aspects, creating a comprehensive set of guidelines and criteria for creating responsible and well-performing buildings on its campus. As noted in The Guideline for Sustainable Buildings, Stanford University maintains a commitment to plan and develop high- value, quality, long-term, cost effective facilities and landscapes that enhance the academic mission of the University, embrace their partnership, and reinforce their stewardship of Stanford land. The Guideline acknowledges the resource intensive nature of wet labs due to stringent air change requirements, high process uses of water and energy, and 24-hour operation of systems. As a result, lab buildings are good candidates for a broad range of efficiency measures as even a small percentage improvement in performance can yield significant savings. SITE DESIGN & PLANNING “The intent is to encourage optimum use of natural/existing features in architectural and site design of campus buildings, such that building energy use is diminished and the environment is enhanced.” While building orientation and massing have been largely defined by site boundaries and Heritage Trees, design considerations such as window to wall ratio, building self-shading measures, automated internal shading and high efficiency envelop systems have been employed to optimize occupant comfort, building energy use, and exterior microclimates to positive effect. Careful consideration has been given to the ample accommodation for bicycle racks adjacent to the building, to accessibility from nearby existing parking, and to the connections to basic services of the surrounding community. ENERGY USE “By making its buildings more energy efficient, Stanford can reduce its energy consumption and cost and the pollution associated with the burning of fossil fuels.” For the building envelope, analysis of solar gain and cooling loss will help the design team to optimize insulation, shading, glazing selection for variable thermal conditions, and locate areas of glazing for the greatest benefit. Glazing selection and layout, and artificial lighting control systems, will be optimized for daylighting of interior spaces. Ventilation rates for laboratories will be reviewed with university and local authorities, and strategies for enabling lower airflow rates will be employed. Exhaust air heat recovery will be evaluated with LCCA for potential cost and energy savings over time. Stanford University Biomedical Innovations Building - BMI Page 6 of 6 WATER MANAGEMENT “Stanford is currently approaching its limit for water use under its General Use Permit (GUP); and as further growth of the campus is planned, the need for water conservation becomes even more apparent.” In addition to meeting Calgreen Tier Two requirements, strategies like the harvesting, storing and treating RO/DI reject lab water to flush toilets will reduce the need for indoor potable water use. Use of nearby Stanford lakewater for on-site irrigation will eliminate the need for outdoor potable water use. The building will be double-piped for future connection to the City of Pal Alto’s reclaimed water distribution system, when it becomes available. MATERIALS, RESOURCES & WASTE “From a sustainability perspective, the best building materials are those that are long-lived, least disruptive to harvest, ship and install, and are also easiest and safest to maintain and reuse.” The project team will establish strategies to reduce construction waste and ensure the proper disposal or recycling of construction materials. The project team will consider attributes such as embodied carbon, occupant health, durability and ecological or ethical sourcing in the material selection process. When possible, preference will be given to materials with high recycled content value. INDOOR ENVIRONMENTAL QUALITY “Research has shown that buildings with daylight, fresh air, and occupant control are consistently rated as more comfortable and contribute to occupants' performance and productivity.” The project team will implement systems that are shown to produce the highest satisfaction from building users in terms of thermal comfort, acoustic comfort, indoor air quality, lighting, ventilation, and individual control. Additionally, a high degree of adjust-ability will be built into these systems so that they can be tuned more fully to occupant preferences subsequent to the initial commissioning. Building materials not only have an overall environmental impact, but impact occupant comfort and indoor air quality. The project team will provide recommendations and ensure specification of low to no VOC-emission materials as well as non- CFC/HFC/HCFC HVAC systems to contribute to proper air pollutant control. Resolution No 9171 Resolution of the Council of the City of Palo Alto Approving Architectural Review for the Stanford University Medical Center Facilities Renewal and Replacement Project (Stanford Hospitals and Clinics, Lucile Packard Children's Hospital and Stanford University School of Medicine, Applicant) The Council of the City of Palo Alto does resolve as follows: SECTION 1. Background. The City Council finds, determines, and declares that: A. On August 13,2007, Stanford Hospitals and Clinics, Lucile Packard Children's Hospital and Stanford University School of Medicine on behalf of the Board of Trustees of the Leland Stanford Junior University, applied for a Zone Change, Comprehensive Plan Amendment, Environmental Assessment, Architectural Review, Annexation and a Development Agreement for the Stanford University Medical Center Facilities Renewal and Replacement Project, including the demolition, renovation, and replacement of on-site structures, thereby adding approximately 1.3 million square feet of net new floor area, broken down as follows: • Demolition, renovation, and construction of SHC facilities, providing a net increase of approximately 824,000 square feet; • Demolition, renovation, and construction of LPCH facilities, resulting in approximately 442,000 additional square feet; • Demolition of four existing SoM buildings and construction of three replacement buildings, with no net increase in square feet; • Demolition of shops and storage space, renovation of existing Hoover Pavilion, and net addition of approximately 46,000 square feet of new medical, office, research, clinic, and administrative facilities at the Hoover Pavilion Site for medical offices for community practitioners and SUMC-related medical offices, clinical fadlities, and support uses; • Demolition of existing parking spaces and construction of 2,985 new and replacement spaces, for a net increase of 2,053 spaces to address additional demand for the SUMC Project, to be located in surface parking and above-and underground structures; • Construction of a new road connecting Sand Hill Road and Welch Road, and provision of interior driveways and improved circulation connections, including the extension of Quarry Road to Roth Way, and • Widening of Welch Road by the addition of a third lane to accommodate left turns in both directions; and related on-site and off-site improvements ("The Project")' 1 B. The City Council has adopted Resolution No. 9168 certifying an Environmental Impact Report prepared for the Project, Ordinance No. __ adopting a new chapter in Title 18 (Zoning) for a "Hospital" zone district (HD), Resolution No. 9169 amending the Comprehensive _ Plan to clarify language in specific Land Use policies, initiation of an annexation petition for a 0.65 acre portion of land in Santa Clara County to the City of Palo Alto, approval of a Development Agreement with Stanford University that would vest certain land use and development regulations for a 30-year period in exchange for public benefits, and acceptance of an update to the Stanford University Medical Center Area Plan. C. The Architectural Review Board, at duly noticed hearings on December 2,2010, January 6,2011, February 3, 2011, February 17,2011, March 24,2011, April 7, and 2011, April 21,2011 reviewed and considered design components of the Project and recommended approval upon certain conditions. D. The Planning and Transportation Commission held dUly noticed public hearings on the Project on May 11 and May 18, 2011 and recommended approval of the design of the Project based upon the findings and upon the conditions set forth below. E. The City Council held a duly noticed public hearing on the Project on June 6, 2011 and heard and considered all public testimony, both oral and written, presented to it, together with all staff reports and the record of the proceedings before the Architectural Review Board and Planning and Transportation Commission. SECTION 2. Design Approval. The City Council hereby approves the Stanford University Medical Center Facilities Renewal and Replacement Project regarding the architecture, site planning and related site improvements, subject to the conditions set forth below, making findings as described in Exhibit A. II II II II II II II II II 2 SECTION 3. Conditions of Approval. The City Council approves the Project subject to the conditions of approval described in Exhibit B. INTRODUCED AND PASSED: JUNE 6, 2011 AYES: BURT, ESPINOSA, HOLMAN, PRICE, SCHARFF, SCHMID, SHEPHERD, YEH NOES: ABSENT: KLEIN ABSTENTIONS: ~.M City Clerk ~ PLANS AND DRAWINGS REFERENCED: APPROVED: ~ yor . Director of Planning and Community Environment 1. Development Plans prepared by the following: 2. New Stanford Hospital: February 17, 2011 & March 31, 2011 3. Lucile Packard Children's Hospital Expansion: December 2,2010 & March 17,2011 4. Stanford Hoover Pavilion Renovation: February 2, 2011 & March 25, 2011 5. Hoover Site Development (Medical Office Building and Parking Structure): October 14, 2010 & April 7, 2011 6. School of Medicine Foundations in Medicine: March 17,2011 7. Welch Road Surface Improvements and Durand Way: March 17,2011 8. SUMC Campus Design Guidelines: March 17,2011 Exhibit A: Architectural Review Findings Exhibit B: Conditions of Approval 3 A. GENERAL: Exhibit A ARCHITECTURAL REVIEW FINDINGS The project shall be subject to the mitigation measures as identified in the Final Environmental Impact Report's Mitigation Monitoring Reporting Program (MMRP) adopted by the City· Council. The MMRP is attached an exhibit to the CEQA resolution. A.I Planning Division 1. Plan Conformance. The plans submitted for permits shall be in substantial conformance with the following Architectural Review Board Drawing Submittals, except as modified to incorporate these conditions of approval: a. New Stanford Hospital: February 17, 2011 & March 31,2011 b. Lucile Packard Children's Hospital Expansion: December 2, 2010 & March 17, 2011 c. Stanford Hoover Pavilion Renovation: February 2,2011 & March 25,2011 d. Hoover Site Development (Medical Office Building and Parking Structure): October 14,2010 & April 7,2011 e. School of Medicine Foundations in Medicine: March 17, 2011 f. . Welch Road Surface Improvements and Durand Way: March 17, 2011 g. SUMC Campus Design Guidelines: March 17, 2011 2. Review, Oversight, and Inspections. Due to the complexity and size of the Project and a phasing schedule that is anticipated to last approximately fifteen years, the City shall hire; at· the expense of the applicant, an independent consulting firm or firms and/or contractors to perform activities including, but not limited to, plan review, condition compliance review, mitigation monitoring, inspections, and report preparation. Within 30- days of Project approval, the Project sponsors and the City of Palo Alto shall enter into a Memorandum of Understanding (MOV) that describes the initial deposit and subsequent payments, the types of contractors that could be retained, the scopes of work to be performed, procedures for .amending the MOU, and reporting responsibilities, among other considerations. It is anticipated that consulting firms and contractors would be needed in the fields including, but not limited to, Planning, Building Review and Inspections, Public Works, Utilities, Fire, and Arborist. 3. Mitigation and Condition Monitoring. Within 30-days of Project approval, the Project sponsors shall meet with representatives from the Department of Planning and Community Environment to initiate a plan and process for mitigation and condition monitoring that is agreeable to all parties and is consistent with the provisions of the Development Agreement approved by City Council on __ . All project plan submittals shall include the following statement, printed on the introductory sheet of the plans, "These plans shall be consistent with the conditions of approval, located in the implementation document prepared for the Project. " 4. The proposed project shall comply with the requirements of Palo Alto Green Building Ordinance No. 5107, where applicable, prior to submittal for building permits. Projects under the jurisdiction of the Office of Statewide Health Planning and Development (OSHPD) shall be exempt from this Ordinance. Projects submitted for building review to the Palo Alto Building Department prior to adoption of Ordinance No. 5107 shall be exempt from this Ordinance. A.2 Fire Department 1. Perform a "Hazardous Materials Closure" with the PAFD for 701, 703, and 1101 Welch Road or facilities, areas or rooms within the project area that stored, used or handled hazardous materials. This includes "permitted site" as well as ''unpermitted sites" discovered during the project that have or had hazardous 4 materials. For sites where a determination has been made that have or previously had hazardous materials and has not been closed with P AFD, a hazardous materials closure permit is required prior to removal of related materials and prior to demolition. Additionally, prior to removal or modification of the site an inspection by the fire dept is required unless otherwise determined. A hazardous materials closure includes the physical facility and soil below or associated with the facility. Per project specific determination, a complete Phase II ESA and / or soil sampling may be required. The Hazardous Materials Closure Application and Guidelines can be found at http//:www.unidocs.org or is available from P AFD. Hazardous Materials closure of the facility includes removal or addressing any items or areas to the degree that maintenance of a hazardous materials permit is no longer required. Any building, room or area shall have hazardous materials or residuals removed to a level at or below state hazardous waste levels, as agreed at the project start. Clean up level within the building will determine if there is a deed restriction on the building use. At a minimum the hazardous materials closure of a facility room or area will include items listed in the Hazardous Materials Closure Guidelines and may include for example; sampling of residues on facility surfaces such as laboratory countertops, fume hoods as well as sampling of walls, equipment, sinks, sumps, floors, and drain lines. Testing for lead containing materials may be required for any facility that previously contained x- ray equipment. When contamination of the soil suspected or determined, a Phase II ESA or soil sampling shall include sampling and analysis of soil and associated items; sinks, sumps, floors, and drain lines at a minimum. A post closure report shall be supplied to the P AFD. The P AFD and the County DEH shall be notified by the Project sponsors if contamination remains after the hazardous materials closure is completed with the Fire Department. If soil contamination is discovered, the project will be referred to the RWQCB. The RWQCB will determine appropriate action or referral to another agency for the project. The SUMC Project sponsors shall prepare a site remediation assessment that (a) specifies measures to protect workers and the public from exposure to potential site hazards and (b) certifies that the proposed remediation measures would clean up contaminants, dispose of the wastes, and protect public health in accordance with federal, State, and local requirements. Site excavation activities shall not proceed until the site remediation has been approved by the RWQCB or the designated regulatory oversite agency and implemented by the SUMC Project sponsors. Additionally, the site remediation assessment shall be subject to review and approval by the RWQCB. All appropriate agencies shall be notified. (Note: 701 and 703 Welch Rd. are addressed separately in this report. Other known hazardous materials use storage and handling buildings, facilities, areas or rooms are not addressed separately -such as 1101 Welch Rd, multiple medical clinics / office buildings on Welch Rd, Stanford Hospital areas being remodeled or demolished, 211 Quarry Rd structures, as well as unpermitted or unknown buildings, facility areas or rooms with hazardous materials.) . A.3 Planning Arborist General Conditions I. The Project shall be consistent with the Hospital District (palo Alto Municipal Code, Section 18.xX) tree regulations including, but not limited to tree retention, relocation and removal. 2. All required Biological Resource mitigations as described in the MMRP approved by City Council shall be completed to the satisfaction of the Director of Planning and Community Environment or hislher designee. 3. The project shall comply with The Palo Alto Tree Technical Manual, Standards & Specifications (Palo Alto Municipal Code, Chapter 8.10.030) Prior to Demolition. Building or Grading permit issuance 1. Building Permit Submittal Review. Prior to submittal for staff review, the plans submitted for State or City of Palo Alto building permit shall be reviewed by the SUMC Project Arborist to verify that all of their recommendations have been incorporated into the final plan set. The submittal set shall be accompanied by the SUMC Project Arborist's certification letter that the plans have incorporated the following information: a. Final Tree Preservation Report (TPR) design changes and preservation measures as required in Mitigation Measure BR-4.1. 5 b. Palo Alto Tree Technical Manual Standards, Section 2.00 and P AMC 8.10.080. 2. Site Plan Requirements. The fInal Plans submitted for building permit shall include the following information and notes on the relevant plan sheets: a. Sheet T -1 ''Tree Protection-it's Part of the Plan" Applicant shall complete the following sections on Sheet T -1: Tree Disclosure Statement, Inspections, and Monthly Reporting. b. The Tree Preservation Report (TPR). All sheets of the TPR approved by the City shall be printed on numbered Sheet T-1 (T-2, T-3, etc) and added to the sheet index. c. Conditions of Approval-the fInal list of City Arborist Conditions of Approval shall be printed on the numbered Sheet T-1 (T-2, T-3, etc) and added to the sheet index. d. Protective Tree Fencing Type. Delineate on grading plans, irrigation plans, site plans and utility plans, Type II fencing around Street Trees and Type I fencing around ProtectediDesignated trees asa bold dashed line enclosing the Tree Protection Zone (per the approved Tree Preservation Report) per instructions on Detail #605, Sheet T -1, and the City Tree Technical Manual, Section 6.35-Site Plans. Site Plan Note- Apply to the site plan stating, "Note #1: All tree protection and inspection schedule measures, design recommendations, watering and construction scheduling shall be implemented in full by owner and contractor, as stated in the Tree Preservation Report on Sheet T-I and the approved plans". 3. All Other Plan Notes. All civil plans, grading plans, irrigation plans, site plans and utility plans and relevant sheetS shall include the following notes applying to the trees to be protected, including neighboring trees: a. "Note #1: Regulated Trees-before working in this area contact the SUMC Project Arborist at Tel. _"; b. ''Note #2: Soils Report and excavation instructions for basement construction within the Tree Protection Zone (TPZ) of a protected tree shall specify a vertical cut (stitch piers may be necessary) in order to avoid over-excavating into the tree root zone. Any variance from this procedure requires City Arborist approval, please call (650) 329-2441." c. ''Note #3: Utility trenching shall not occur within the TPZ of the protected tree. Contractor shall be responsible for ensuring that no trenching occurs within the TPZ of the protected tree by contractors, City crews or fInal landscape workers. See sheet T-l for instructions." d. Mandatory Landscape Architect (LA) Inspection VerifIcation to the City. The LA of record shall verify the performance measurements are achieved with a separate letter of verifIcation to City Planning staff, in addition to owner's representative for each of the following: i. Percolation & drainage checks have been performed and are acceptable. ii. Final grading inspection of all plantable areas has been inspected for tilling depth, rubble removal, soil test amendments, are mixed and irrigation trenching will not cut through any tree roots. iii. Tree and Shrub Planting SpecifIcations, including delivered stock, meets Standards in the CPA Tree Technical Manual, Section 3.30-3.50. Girdling roots and previously topped trees are subject to rejection. 4. Tree Protection Verification. Prior to demolition, grading or building permit issuance, a written verifIcation from the contractor that the required protective fencing (at the boundary of the TPZ) is in place shall be submitted to the Building Inspections Division. The fencing shall contain required warning sign and remain in place until fInal inspection of the project. 6 During Construction 5. Excavation Restrictions Apply arM, Sec. 2.20 C & D). Any approved grading, digging or trenching beneath a tree canopy shall be performed using 'air-spade' method as a preference, with manual hand shovel as a backup. For utility trenching, including sewer line, roots exposed with diameter of 1.5 inches and greater shall remain intact and not be damaged. If directional boring method is used to tunnel beneath roots, then Table 2-1, Trenching and Tunneling Distance, shall be printed on the final plans. Plan Changes. Revisions and/or changes to plans before or during construction shall be reviewed and responded to by the SUMC Project Arborist, (name of certified arborist of record and phone #), with written letter of acceptance before submitting the revision to the OSHPD or City of Palo Alto for review and approval. 6. Tree Damage. Tree Damage, Injury Mitigation and Inspections apply to Contractor. Reporting, injury mitigation measures and arborist inspection schedule (1-5) apply pursuant to TTM, Section 2.20-2.30. Contractor shall be responsible for the repair or replacement o(any publicly owned or protected trees that are damaged during the course of construction, pursuant to Title 8 of the Palo Alto Municipal Code, and city Tree Technical Manual, Section 2.25. 7. General. The following general tree preservation measures apply to all tre.es to be retained: No storage of material, topsoil, vehicles or equipment shall be permitted within the TPZ. The ground under and around the TPZ shall not be altered. Trees to be retained shall be irrigated, aerated and maintained as necessary to ensure survival. Prior to Final Inspection by City Arborist 8. Landscape Inspection. The SUMC Project Arborist and Landscape Architect shall perform a fInal inspection and prepare a flnal report for submittal to the City Arborist. The Planning Department shall be in receipt of written verifIcation that the Landscape Architect has inspected all·trees, shrubs, planting and irrigation and that they are installed and functioning as specifIed in the approved plans. 9. Tree Inspection. The contractor shall call for an inspection by the Project Arborist and City Arborist. A final inspection and report by the project arborist shall evaluate all trees to be retained and protected, as indicated in the approved plans, the activity, health, welfare, mitigation remedies for injury, if any, and for the long term care of the trees for the new owner. The report shall provide written verifIcation to the Planning Department that all trees, shrubs, planting and irrigation are installed as specified in the approved plans. The fmal arborist report shall be provided to the Planning Department prior to written request for temporary or fmal occupancy. The final report may be used to navigate the security guarantee return process, when applicable. Post Construction 10. Maintenance. All landscape and trees shall be maintained, watered, fertilized, and pruned according to Best Management Practices-Pruning (ANSI A300-2001 or current version). Any vegetation that dies shall be replaced or failed automatic irrigation repaired by the current property owner within 30 days of discovery. A,4 Public Works Prior to Submittal of Construction Permits 1. Construction Impact Mitigation Plan. Prior to issuance of any development permit (street work, grading, building, etc) for the SUMC project, the project sponsors shall prepare and receive approval of a Construction Impact Minimization Plan (CIMP), the minimum requirements of which are described in Mitigation Measure TR-1.8 of the Mitigation Monitoring and Reporting Plan (MMRP). Additional CIMP information not specifically described in MMRP TR -1.8 may be required. It is anticipated that a separate CIMP will be required for each of the project components. Please contact Public Works staff to initiate discussions on the development oftheCIMP. 2. The applicant is required to meet with Public Works Engineering (PWE) prior to submittal of construction permits to verify the basic design parameters affecting grading, drainage and surface water inffitration. The applicant is required to submit a conceptual site grading and drainage plan that conveys site runoff to the nearest adequate municipal storm drainage system. In order to address potential storm water quality impacts, the plan shall identify the Best Management Practices (BMP's) to be incorporated into the Storm Water Pollution Prevention Plan (SWPPP) that will be required for the project. The SWPPP shall include permanent BMP's to 7 be incorporated into the project to protect storm water quality. (Resources and handouts are available from Public Works -Engineering. Specific reference is made to Palo Alto's companion document to "Start at the Source", entitled "Planning Your Land Development Projecf'). The elements of the PWE-approved conceptual grading and drainage plan shall be incorporated into the building permit plans. 3. A Grading and Excavation Permit issued by the CPA Building Inspection Division is required for the proposed project. Any grading permit issued in conjunction with a phased project implementation plan will only authorize grading and storm drain improvements. Other site utilities may be shown on the grading plan for reference only, and should be so noted. No utility infrastructure should be shown inside the building footprint. Installation of these other utilities will be approved as part of a subsequent Building Permit application. 4. The applicant shall submit a final grading and drainage plan to Public Works Engineering. This plan shall show spot elevations or contours of the site and demonstrate the proper conveyance of storm water to the nearest adequate municipal storm drainage system. Existing drainage patterns, including accommodation of runoff from adjacent properties, shall be maintained. 5. The proposed development will result in a change in the impervious area of the property. The applicant shall provide calculations showing the adjusted impervious area with the building permit application. A Storm Drainage Fee adjustment on the applicant's monthly City utility bill will take place in the month following the final approval of the construction by the Building Inspection Division. The impervious area calculation sheets and instructions are available from Public Works Engineering. 6. A detailed site-specific soil report prepared by a licensed soils or geo-technical engineer must be submitted which includes information on water table and basement construction issues. This report shall identify the current groundwater level, if encountered, and by using this and other available information, as well as professional experience, the engineer shall estimate the highest projected ground-water level likely to be encountered in the future. If the proposed basement is reasonably above the projected highest water level, then the basement cart be constructed in a conventional manner with a subsurface perimeter drainage system to relieve hydrostatic pressure. If not, measures must be undertaken to render the basement waterproof and able to withstand all projected hydrostatic and soil pressures. No pumping of ground water is allowed. In general, however, Public Works Engineering recommends that structures be constructed in such a way that they do not penetrate existing or projected ground water levels. 7. Storm water discharge associated with construction activity. This proposed development will disturb more than one acre of land. The applicant must apply for coverage under the State Water Resources Control Board's (SWRCB) NPDES general permit for storm water discharge associated with construction activity. A Notice of Intent (NO!) must be filed for this project with the SWRCB in order to obtain coverage under the permit. The General Permit requires the applicant to prepare and implement a Storm Water Pollution Prevention Plan (SWPPP). The applicant is required to submit two copies of the NO! and the draft SWPPP to the Public Works Department for review and approval prior to issuance of the building permit. The SWPPP should include both permanent, post-development project design features and temporary measures employed during construction to control storm water pollution. Specific Best Management Practices (BMP's) which apply to the work should be incorporated into the design. 8. The applicant is required to paint the "No DumpinglFlows to San Francisquito Creek" logo in blue color on a white background, adjacent to all storm drain inlets. Stencils of the logo are available from the Public Works Environmental Compliance Division, which may be contacted at (650) 329-2598. A deposit may be required to secure the return of the stencil. Include the instruction to paint the logos on the construction grading and drainage plan. Include maintenance of these logos in the Hazardous Materials Management Plan, if such a plan is part of this project. 9. Dumpsterirecycling area. a. The project includes the construction of dumpster and recycling areas as part of a food service facility. Regulations require that the dumpster/recycling area be adequately roofed or covered (P AMC 5.20.120). 8 b. The project includes the construction of dumpster and recycling areas. City guidelines recommend that this area be covered where feasible (P AMC 5.20.120). 10. Storm runofffrom loading docks. The plans include a loading dock. Storm runoff from loading docks where chemicals or hazardous materials may be handled shall not drain to a street, gutter, or storm drain. See 16.09.032(b)(4)(D). It is recommended that the loading dock(s) be covered to preclude the need for a drain. 11. Dewatering: The project excavations will require dewatering during construction. Public Works only allows groundwater drawdown well dewatering. Open pit groundwater dewatering is disallowed. Dewatering is only allowed from April through October due to inadequate capacity in our storm drain system. The geotechnical report for this site must list the highest anticipated groundwater level. We recommend a piezometer to be installed in the soil boring. The contractor must determine the depth to groundwater immediately prior to excavation by using the piezometer or by drilling an exploratory hole if the deepest excavation will be within 3 feet of the highest anticipated groundwater level. If groundwater is found within 2 feet of the deepest excavation, a drawdown well dewatering system must be used. Public Works will require the water to be tested for contaminants prior to initial discharge and at intervals during dewatering. The contractor must retain an independent testing firm to test the discharge water for the contaminants Public Works specifies and submit the results to Public Works. 12. Storm Water Pollution Prevention Measures. Per Palo Alto Municipal Code Chapter 16.11, the applicant must incorporate permanent storm water pollution prevention measures that treat storm water runoff prior to discharge. As of February 10, 2011, the prevention measures shall be reviewed by a qualified third-party reviewer who needs to certify that it complies with the Palo Alto Municipal Code requirements. This is required prior to the issuance of a building permit. The third-party reviewer shall be acquired by the applicant and needs to be on the Santa Clara Valley Urban Runoff Pollution Prevention Program's (program) list of qualified consultants. (http://www.scvurppp-w2k.comiconsultants.htm) Any consultant or contractor hired to design/and/or construct a storm water treatment system for the project cannot certify the project as a third-party reviewer. 13. Basement Shoring: Shoring for the basement excavation, including tiebacks, must not extend onto adjacent private property or into the City right-of-way without having first obtained written permission from the private property owners and/or an encroachment permit from Public Works. During Construction 14. The contractor must contact the CPA Public Works Inspector at (650) 496-6929 prior to any work performed in the public right-of-way. 15. No storage of construction materials is permitted in the street or on the sidewalk without prior approval of Public Works Engineering. 16. The developer shall require its contractor to incorporate best management practices (BMP's) for stormwater pollution prevention in all construction operations, in conformance with the Storm Water Pollution Prevention Plan prepared for the project. It is unlawful to discharge any construction debris (soil, asphalt, sawcut slurry, paint, chemicals, etc.) or other waste materials into gutters or storm drains. (p AMC Chapter 16.09). 17. All construction within the City right-of-way, easements or other property under City jurisdiction shall conform to Standard Specifications of the Public Works and Utility Departments. Prior to Finalization 18. All sidewalks and curb and gutters bordering the project which have been damaged during construction shall be repaired and/or removed and replaced in compliance with Public Works approved standards. Sec. 12.08.010. 19. All unused driveways shall be removed and replaced with curb and gutter. Sec. 12.08.090. 9 20. The Public Works Inspector shall sign off the building permit prior to the finalization of this pennit. All off-site improvements shall be finished prior to this sign-off. Similarly, all as-builts, on- site grading, drainage and post-developments BMP's shall be completed prior to sign-off. As-Built drawings shall be drawn using NAD88 coordinates and submitted in digital format (ACAD) as well as 3 mil. Mylar. A.S Public Works -Water Quality 1. PAMC 16.09.117(c) Discharge of Groundwater. Prior approval shall be obtained from the city engineer or designee to discharge water pumped from construction sites to the storm drain. The city engineer or designee may require gravity settling and filtration upon a determination that either or both would improve the water quality of the discharge. Contaminated ground water or water that exceeds state or federal requirements for discharge to navigable waters may not be discharged to the storm drain. Such water may be discharged to the sewer, provided that the requirements of Section 16.09.11 0 are met and the approval of the superintendent is obtained prior to discharge. The City shall be compensated for any costs it incurs in authorizing such discharge, . at the rate set forth in the Municipal Fee Schedule. 2. PAMC 16.09.080 Industrial Waste Discharge Permit. Industrial dischargers must submit an application for an industrial waste discharge permit no later than sixty days in advance of commencing discharge. (This is likely to only apply to the hospital and labs/clinics buildings) 3. PAMC 16.09. 180(b)(9) Covered Parking. Drain plumbing for parking garage floor drains must be connected to an oil/water separator with a minimum capacity of 100 gallons, and to the sanitary sewer system. 4. FAMC 16.09.180(b)(1O) Dumpsters for New and Remodeled Facilities. New buildings and residential developments providing centraliZed solid waste collection, except for single-family and duplex residences, shall provide a covered area for a dumpster. The area shall be adequately sized for all waste streams and designed with grading or a berm system to prevent water runon and runoff from the area. 5. PAMC 16.09.180(b)(14) Architectural Copper. On and after January 1, 2003, copper metal roofing, copper metal gutters, copper metal down spouts, and copper granule containing asphalt shingles shall not be permitted for use on any residential, commercial or industrial building for which a building permit is required. Copper flashing for use under tiles or slates and small copper ornaments are exempt from this prohibition. Replacement roofing, gutters and downspouts on historic structures are exempt, provided that the roofing material used shall be prepatinated at the factory. For the purposes of this exemption, the definition of "historic" shall be limited to structures designated as Category 1 or Category 2 buildings in the current edition of the Palo Alto Historical and Architectural Resources Report and Inventory. 6. PAMe 16. 09. 175(k) (2) Loading Docks a. Loading dock drains to the storm drain system may be allowed if equipped with a fail-safe valve or equivalent device that is kept closed during the non-rainy season and during periods of loading dock operation. b. Where chemicals, hazardous materials, grease, oil, or waste products are handled or used within the loading dock area, a drain to the storm drain system shall not be allowed. A drain to the sanitary sewer system may be allowed if equipped with a fail-safe valve or equivalent device that is kept closed during the non-rainy season and during periods of loading dock operation. The area in which the drain is located shall be covered or protected from rainwater run-on by berms and/or grading. Appropriate wastewater treatment approved by the Superintendent shall be provided for all rainwater contacting the loading dock site. 7. PAMC 16.09. 180(b)(5) Condensate from HVAC. Condensate lines shall not be connected or allowed to drain to the storm drain system. 8. 16.09.215 Silver Processing. Facilities conducting silver processing (photographic or X-ray films) shall either submit a treatment application or waste hauler certification for all spent silver bearing solutions. 650-329-2421. 10 9. PAMC 16.09.205 Cooling Towers. No person shall discharge or add to the sanitary sewer system or storm drain system, or add to a cooling system, pool, spa, fountain, boiler or heat exchanger, any substance that contains any of the following: • Copper in excess of2.0 mg/liter; • Anytri-butyl tin compound in excess of 0.10 mg/liter; • Chromium iD. excess of 2.0 mg/liter. • Zinc in excess of 2.0 mg/liter; or • Molybdenum in excess of 2.0 mg/liter. 10. The above limits shall apply to any of the above-listed substances prior to dilution with the cooling system, pool, spa or fountain water. 11. A flow meter shall be installed to measure the volume of blowdown water from the new cooling tower. Cooling systems discharging greater than 2,000 gallons per day are required to meet a copper discharge limit of 0.25 milligrams per liter. 12. PAMC 16. 09. 180(b) (b) Copper Piping. Copper, copper alloys, lead and lead alloys, including brass, shall not be used in sewer lines, connectors, or seals coming in contact with sewage except for domestic waste sink traps and short lengths of associated connecting pipes where alternate materials are not practical. The plans must specify that copper piping will not be used for wastewater plumbing. 13. PAMC 16. 09. 175{j) Traps Below Laboratory Sinks. Sewer traps below laboratory sinks shall be made of glass or other approved transparent materials to allow inspection and to determine frequency of cleaning. Alternatively, a removable plug for cleaning the trap may be provided, in which case a cleaning frequency shall be established by the Superintendent. In establishing the cleaning frequency, the Superintendent shall consider the recommendations of the facility. The Superintendent will grant an exception to this requirement for areas where mercury will not be used; provided, that in the event such an exception is granted and mercury is subsequently used in, the area, the sink trap shall be retrofitted to meet this requirement prior to use of the mercury. 14. PAMC 16.09.175 (a) Floor Drains. Interior (indoor) floor drains to the sanitary sewer system may not be placed in areas where hazardous materials, hazardous wastes, industrial wastes, industrial process water, lubricating fluids, vehicle fluids or vehicle equipment cleaning wastewater are used or stored, unless secondary containment is provided for all such materials and equipment 15. PAMC 16.09.175(i) Laboratory Sinks. Laboratory countertops and laboratory sinks shall be separated by a berm which prevents hazardous materials spilled on the countertop from draining to the sink. 16.PAMC 16. 09. 180(b)(1) and 16.09.105 Segregated Plumbing and Sampling Locations. The owner of every new commercial and industrial building or portion thereof shall cause the building to be constructed so that industrial waste is segregated, bymeans of separate plumbing, from domestic waste prior to converging with other waste streams in the sanitary sewer system. For the purposes of this section only, the term "new" shall also include change to a use that requires plumbing for industrial waste. Establishments from which industrial wastes are discharged to the sanitary sewer system shall provide and maintain one or more sampling locations or metering devices or volume and flow measuring methodologies or 'other sampling and measuring points approved by the Superintendent which will allow the separate measuring and sampling of industrial and domestic wastes. Unless otherwise approved by the Superintendent, domestic and industrial waste shall be kept completely separated upstream of such sampling locations and/or measuring points. Establishments that are billed for sewer service on the basis of sewage effluent constituents shall provide a suitable means for sampling and/or measurement of flow to determine billing constituents in accordance with the utilities rules and requirements. Sampling locations shall be so located that they are safe and accessible to the Superintendent at any reasonable time during which discharge is occurring. (This is likely to only apply to the hospital and labs/clinics buildings) 11 17. 16.09.180(12) Mercury Switches. Mercury switches shall not be installed in sewer or storm drain sumps. 18. PAMC 16.09.205(a) Cooling Systems, Pools, Spas, Fountains, Boilers and Heat Exchangers. It shall be unlawful to discharge water from cooling systems, pools, spas, fountains boilers and heat exchangers to the storm drain system. 19. PAMC 16.09.165(h) Storm Drain Labeling. Storm drain inlets shall be clearly marked with the words "No dumping -Flows to Bay," or equivalent. 20. Designated Food Service Establishment (FSE) Project: a. Grease Control Device (GCD) Requirements, PAMC Section 16.09.075 & cited BldglPlumbing Codes i. The plans shall specify the manufacturer details and installation details of all proposed GCDs. (CBC 1009.2) ii. GCD(s) shall be sized in accordance with the 2007 California Plumbing Code. iii. GCD(s) shall be installed with a minimum capacity of 500 gallons. iv. GCD sizing calculations shall be included on the plans. See a sizing calculation example below. v. The size of all GCDs installed shall be equal to or larger than what is specified on the plans. vi. GCDs larger than 50 gallons (100 pounds) shall not be installed in food preparation and storage areas. Santa Clara County Department of Environmental Health prefers GCDs to be installed outside. GCDs shall be installed such that all access points or manholes are readily accessible for inspection, cleaning and removal of all contents. GCDs located outdoors shall be installed in such a manner so as to exclude the entrance of surface and stormwater. (CPC 1009.5) vii. All large, in-ground interceptors shall have a minimum of three manholes to allow visibility of each inlet piping, baffle (divider) wall, baffle piping and outlet piping. The plans shall clearly indicate the number of proposed manholes on the GCD. The Environmental Compliance Division of Public Works Department may authorize variances which allow GCDs with less than three manholes due to manufacture available options or adequate visibility. viii. Sample boxes shall be installed downstream of all GCDs. ix. All GCDs shall be fitted with reliefvent(s). (CPC 1002.2 & 1004) x. GCD(s) installed in vehicle traffic areas shall be rated and indicated on plans. b. Drainage Fixture Requirements, P AMC Section 16.09.075 & cited Bldg/Plumbing Codes i. To ensure all FSE drainage fixtures are connected to the correct drain lines, each drainage fixture shall be clearly labeled on the plans. A list of all fixtures and their discharge connection, i.e. sanitary sewer or grease waste line, shall be included on the plans. ii. A list indicating all connections to each proposed GCD shall be included on the plans. This can be incorporated into the sizing calculation. iii. All grease generating drainage fixtures shall connect to a GCD. These include but are not limited to: iv. Pre-rinse (scullery) sinks (direct connection) v. Three compartment sinks (pot sinks) (direct connection) vi. Drainage fixtures in dishwashing room except for dishwashers shall connect to a GCD (direct connectiQri) 12 vii. Examples: trough drains (small drains prior to entering a dishwasher), small drains on busing counters adjacent to pre-rinse sinks or silverware soaking sinks viii. Floor drains in dishwashing area and kitchens ix. Prep sinks (indirect connection) x. Mop Ganitor) sinks xi. Outside areas designated for equipment washing shall be covered and any drains contained therein shall connect to a GCD. xii. Drains in trash/recycling enclosures xiii. Wok stoves, rotisserie ovenslbroilers or other grease generating cooking equipment with drip lines (indirect connection) xiv. Kettles and tiltibraising pans and associated floor drains/sinks xv. The connection of any high temperature discharge lines and non-grease generating drainage fIXtures to a GCD is prohibited. The following shall not be connected to a GCD: xvi. Dishwashers (direct connection) xvii. Steamers (indirect connection) xviii. Pasta cookers (indirect connection) xix. Hot lines from buffet counters and kitchens (indirect connection) xx. Hand sinks (direct connection) xxi. Ice machine drip lines (indirect connection) xxii. Soda machine drip lines (indirect connection) xxiii. Drainage lines in bar areas (indirect connection) xxiv. No garbage disposers (grinders) shall be installed in a FSE. (p AMC 16:09.075(d)). xxv. Plumbing lines shall not be installed above any cooking, food preparation and storage areas. xxvi. Each drainage fixture discharging into a GCD shall be individually trapped and vented. (CPC 1014.5) c. Covered Dumpsters, Recycling and Tallow Bin Areas PAMC, J6.09.075(q)(2) i. New buildings constructed to house FSEs shall include a covered area for all dumpsters, bins, carts or container used for the collection of trash, recycling, food scraps and waste cooking fats, oils and grease (FOG) or tallow. ii. The area shall be designed and shown on plans to prevent water run-on to the area and runoff from the area. iii. Drains that are installed within the enclosure for recycle and waste bins, dumpsters and tallow bins serving FSEs are optional. Any such drain installed shall be connected to a GCD. iv. If tallow is to be stored outside then an adequately sized, segregated space for a tallow bin shall be included in the covered area. 13 d. Large Item Cleaning Sink, PAMC J6.09.075(m)(2)(B) i. FSEs shall have a· sink or other area drain. which is connected to a GCD and large enough for cleaning the largest kitchen equipment such as floor mats, containers, carts, etc. Recommendation: Generally, sinks or cleaning areas larger than a typical mop/janitor sink are more useful. e. GCD sizing criteria and an example ora GCD sizing calculation (2007 CPC) Sizing Criteria: Drain Fixtures Pre-rinse sink 3 compartment sink 2 compartment sink Prep sink Mop/Janitorial sink Floor drain Floor sink DFUs 4 3 3 3 3 2 2 . GCD Sizing: TotalDFUs 8 21 35 90 172 216 Example GCD Sizing Calculation: Quantity Drainage Fixture & Item Number DFUs 1 Pre-rinse sink, Item 1 4 1· 3 compartment sink, Item 2 3 2 Prep sinks, Item 3 & Floor sink, Item 4 3 1 Mop sink, Item 5 3 1 Floor trough, Item 6 & tilt skillet, Item 7 2 1 Floor trough, Item 6 & steam kettle, Item 8 2 1 Floor sink, Item 4 & wok stove, Item 9 2 4 Floor drains 2 1,000 gallon GCD minimum sized Total: Note: GCD Volume (gallons) 500 750 1,000 1,250 1,500 2,000 Total 4 3 6 3 2 2 2 8 30 • All resubmitted plans to Building Department which include FSE projects shall be resubmitted to Water Quality. • It is frequently to the FSE's advantage to install the next size larger GCD to allow for more efficient grease discharge prevention and may allow for longer times between cleaning. There are many manufacturers of GCDs which are available in different shapes, sizes and materials (plastic, reinforced fiberglass, reinforced concrete and metal) • The requirements will assist FSEs with FOG discharge prevention to the sanitary sewer and storm drain pollution prevention. The FSE at all times shall comply with the Sewer Use Ordinance of the Palo Alto' Municipal Code. The ordinances include requirements for GCDs, GCD maintenance, drainage fixtures, record keeping and construction projects. A.6 Transportation Division 1. Bicycle Parking Plan. Prior to the issuance of a building permit for each project component, the project sponsors shall review the bicycle parking plan and layout with the Transportation Division. Bicycle parking shall be consistent with all applicable codes (P AMC 18.54.060). 2. Bicycle Parking During Construction. As part of the Construction Impact Minimization Plan (CIMP), the project sponsors shall include the installation of temporary bicycle parking facilities if existing facilities would be affected by construction work including bike racks, bike lockers, and covered bike racks. Prior to the 14 submittal of the draft CIMP, please contact Transportation staff to discuss the layout, type, duration and number of spaces to be provided. 3. Transit Facilities During Construction. As part of the CIMP, the project sponsors shall include the installation of temporary transit facilities if existing facilities would be affected by construction work. Prior to the submittal of the draft CIMP, please contact Transportation Division staff to discuss the transit stops that would be affected and the design of temporary facilities, which may include the placement of temporary shelters, furniture, iDformational signage, etc. 4. Wayfinding Signage Plan a. During Construction. As part of the CIMP, the project sponsors shall include the installation of temporary pedestrian wayfindingldirectional signage to improve the flow and circulation of pedestrian and bicyclists around construction areas. Prior to the submittal of the draft CIMP, please contact Transportation staff to discuss the design and placement and duration of the temporary signage. b. Permanent Signs. Prior to occupancy, the project sponsors shall submit plans for installation of permanent pedestrian wayfmdingldirectional signage to improve the flow and circulation of pedestrian and bicyclists around the medical center complex and at Hoover Pavilion. Please contact Transportation staff to discuss the design and placement and duration of the permanent signage. 5. Onsite Improvement Plans. Prior to the submittal of building permit plans, the project sponsors shall review with Transportation Division staff the automobile and pedestrian circulatiotls plans for each of the project components, including the interface between the driveways, walkways, parking garages, private streets and the public right-of-way. Transportation staff shall make a determination regarding the acceptability of the improvement plans. A. 7 Utilities A.7.1 Utilities Electric 1. Applicant shall adhere to the requirements listed in City of Palo Alto's Electric Service Requirements and the City of Palo Alto's Electric Rules and Regulations. 2. Where CPAU primary electrical facilities enter private property, the applicant/developer/owner shall supply a Public Utility Easement which shall be approved by the Electric Utilities Department. 3. Only one electric service lateral is permj.tted per parce1. 4. The applicant/developer/owner shall provide space for installing padmount equipment (i.e. transformers, switches, and interrupters) and associated substructure as required by the City. 5. The customer shall install all electrical substructures (conduits, boxes and pads) required from the service point to the customer's switchgear. The design and installation shall be according to the City standards and shown on plans. 6. The applicant shall be responsible to relocate and/or upgrade all CPAU electric facilities which are impacted by the projects listed under review. 7. Location of the electric panel/switchboard shall be shown on the site plan and approved by the Architectural Review Board and Utilities Department. 8. Allutility meters, lines, transformers, backflow preventers, and any other required equipment shall be shown on the landscape and irrigation plans and shall show that no conflict will occur between the utilities and landscape materials. In addition, all aboveground equipment shall be screened in a manner that is consistent with the building design and setback requirements. 9. For services larger than 1600 amps,· the customer will be required to provide a transition cabinet as the interconnection point between the utility's padmount transformer and the customer's main switchgear. The 15 cabinet design drawings must be submitted to the Electric Utility Engineering Department for review and approval. See Drawing SR-XF-E-l020. 10. For underground services, no more than four (4) 750 MCM conductors per phase can be connected to the transformer secondary terminals; otherwise, bus duct must be used for connections to padmount transformers. If customer installs a bus duct directly between the transformer secondary terminals and the main switchgear, the installation of a transition cabinet will not be required. See Drawings SR -XF -E-1020 and DT -SE-U -1032. 11. The customer is responsible for sizing the service conductors and other required equipment according to the National Electric Code requirements and the City standards. See Drawing DT-SE-U-l032. 12. Any additional facilities and services requested by the Applicant that are beyond what the utility deems standard facilities will be subject to Special Facilities charges. The Special Facilities charges include the cost of installing the additional facilities as well as the cost of ownership. 13. The customer is responsible for installing all on-site substructures (conduits, boxes and pads) required for the electric service. No more than 270 degrees of bends are allowed in a secondary conduit run. All conduits must be sized according to National Electric Code requirements and no 112 -inch size conduits are permitted. All off-site substructure work will be constructed by the City at the customer's expense. Where mutually agreed upon by the City and the Applicant, all or part of the off-site substructure work may be constructed by the Applicant. . 14. All primary electric conduits shall be concrete encased with the top of the encasement at the depth of 30 inches. No more than 180 degrees of bends are allowed in a primary conduit run. Conduit runs over 500 feet in length require additional pull boxes. 15. All new underground conduits and substructures shall be installed per City standards and shall be inspected by the Electrical Underground Inspector before backfilling. 16.· The customer is responsible for installing all underground electric service conductors, bus duct, transition cabinets, and other required equipment. The installation shall meet the National Electric Code and the City Standards. 17. Meter and switchboard requirements shall be in accordance with Electric Utility Service Equipment Requirements Committee (EUSERC) drawings accepted by Utility and CPA standards for meter installations. 18. Shop/factory drawings for switchboards (400A and greater) and associated hardware must be submitted for review and approval prior to installing the switchgear. 19. All new underground electric services shall be inspected and approved by both the Building Inspection Division and the Electrical Underground Inspector before energizing. 20. The Applicant shall be responsible for identification and location of all utilities, both public and private, within the work area. Prior to any excavation work at the site, the Applicant shall contact Underground Service Alert (USA) at 1-800-227-2600, at least 48 hours prior to beginning work. 21. All electrical utility installations shall meet the specifications listed in the City of Palo Alto's Electric Service Requirement Manual. 22. Applicant shall maintain required spacing between electric facilities and all other utilities. See CP AU engineering drawing DT-SS-U-I003 for spacing requirements. 23. All conduit installation shall be in accordance with CP AU engineering drawing DT -SS-U-l 003. 24. All vault and box installations shall be in accordance with CPAU engineering drawing DT-SS-U-I002. 25. Projects that require the extension of high voltage primary distribution lines or reinforcement of off site electric facilities will be at the customer's expense and must be coordinated with the Electric Utility. 16 A.7.2 Utilities Marketing 1. Outdoor Water Efficiency and Conservation Requirements. Please be advised that as of January 1, 2011, the City of Palo Alto is enforcing the new State Green Building Code (CALGreen) with local amendments for Palo Alto. Compliance with the tier 2 requirements for outdoor water efficiency is required for landscapes of any size when the project is a new construction, rebuild, or addition with greater than 1,000 square feet of building area. All other projects need to meet the tier 1 requirements if a landscape area included in the scope of the project is greater than 1,000 square feet. Prior to issuance of either a Building Permit or Grading Permit, the applicant will need to demonstrate compliance by providing the following documentation when applying for a Building and/or Grading Permit: • Landscape Water Use Statement • Water Use Calculations • Irrigation Plan • Grading Plan • Landscape Design and Planting Plan Applicants will need to provide this documentation to the City at the Building Permit Review stage. All landscape worksheets and Green Building Permit Applications can be found on the City's website at www.cityofualoalto.org/greenbuilding Please contact Catherine Elvert in Utilities Marketing Services at (650) 329-2417 catherine.elvert@cityofpaloalto.org or Kristin Parineh in Planning and Community Environment at (650) 329-2189 or kristin.parineh@cityofpaloalto.org for more information. 2. Recycled Water. The City of Palo Alto's Recycled Water Ordinance (Ordinance No. 5002) became effective on June 12, 2008. This ordinance has requirements for irrigation and dual plumbing that are effective immediately for certain types of projects in Palo Alto. For most projects, this requires a separate irrigation system utilizing purple irrigation pipe, appropriate fittings and the installation of an approved backflow prevention device. Please see Palo Alto Municipal Code 16.12 for more information on the recycled water ordinance. A.S Water, Gas and Wastewater Utilities Department No General Conditions of Approval at this time. Please see project specific 'conditions. 17 Exhibit B CONDITIONS OF APPROVAL B. CONDITIONS OF APPROVAL AS PER PROJECTS For the SUMC Projects, these conditions of approval are intended to be followed in addition to Section A. General Conditions of Approval. B.l. New Stanford Hospital B.l.l. Architectural Review Board 1. The following item shall be reviewed as part of the Architectural Review Board Consent Calendar: a. The design, construction and materials plans for kiosk at the main entry shall be further developed. B.l.l. Planning Arborist 11. Kaplan Lawn Area. Prior to the submittal of Stanford Medical Center, Main Hospital building permit plans for State or City of Palo Alto review, the Project Sponsors shall provide a construction plan for the road design through the Kaplan Lawn Area. The plans shall employ a "no-cut" road design, limited to a cut no more than 4-inches from grade as feasible. This plan shall be prepared in-consultation with the Project and City Arborist to preserve the root area of trees 33, 34, 35, 36, 37, 38, 39,40, and 41. B. 1. 3. Water, Gas & Wastewater Utilities Department Prior to Issuance of Demolition Permit 1. Prior to demolition, the applicant shall submit the existing water/wastewater fixture unit loads (and building as-built plans to verify the existing loads) to determine the capacity fee credit for the existing load (for all buildings to be demolished). If the applicant does not submit loads and plans they may not receive credit for the existing water/wastewater fixtures. 2. The applicant shall submit a request to disconnect all utility services and/or meters including a signed affidavit of vacancy. Utilities will be disconnected or removed within 10 working days after receipt of request. The demolition permit will be issued by the building inspection division after all utility services and/or meters have been disconnected and removed. Prior to Submittal For Building Permit· 3. The applicant shall submit a completed water-gas-wastewater service connection application -load sheet for each set of meters (the load and location for each water and gas meter shall be separately detailed on one or more utility applications) to City of Palo Alto Utilities. The applicant must provide all the information requested for utility service demands (water in fixture units/g.p.m., gas in b.t.u.p.h, and sewer in fixture units/g.p.d.). 4. The applicant shall submit improvement plans for utility construction. The plans must show the size and location of all underground utilities within the development and the public right of way including meters, backflow preventers, fire service requirements, sewer mains, sewer cleanouts, sewer lift stations and any other required utilities. 18 5. Utility vaults, transfonners, utility cabinets, concrete bases, or other structures can not be placed over existing water, gas or wastewater mains/services. Maintain l' horizontal clear separation from the vault/cabinet/concrete base to existing utilities as found in the field. If there isa conflict with existing utilities, cabinets/vaultslbases shall be relocated from the plan location as needed to meet field conditions. 6. The applicant must show on the site plan the existence of any auxiliary water supply, (i.e. water well, gray water, recycled water, rain catchment, water storage tank, etc). 7. The applicant shall be responsible for installing and upgrading the existing utility mains and/or services as necessary to handle anticipated peak loads. This responsibility includes all costs associated with the design and construction for the installation/upgrade of the utility mains and/or services. 8. Sewer drainage piping serving fixtures located less than one foot above the next upstream sewer main manhole cover shall be protected by an approved backwater valve per California Plumbing Code 710.0. The upstream sewer main manhole rim elevation shall be shown on the plans. 9. Flushing of the fire system to sanitary sewer shall not exceed 30 GPM. Higher flushing rates shall be diverted to a detention tank to achieve the 30 GPM flow to sewer. 10. Sewage ejector pumps shall meet the following conditions: a. The pump( s) be limited to a total 1 00 GPM capacity or less. b. The sewage line changes to a 4" gravity flow line at least 20' from the City clean out. c. The tank and float is set up such that the pump run time not exceed 20 seconds each cycle. Prior to Issuance of Building Permit 11. The applicant's engineer shall submit flow calculations and system capacity study showing that the on-site and off-site water and sanitary sewer mains and services will provide the domestic, irrigation, fire flows, and wastewater capacity needed to service the development and adjacent properties during anticipated peak flow demands. Field testing may be required to determined current flows and water pressures on existing water main. Calculations must be signed and stamped by a registered civil engineer. The applicant is required to perform, at hislher expense, a flow monitoring study of the existing sewer main to determine the remaining capacity. The report must include existing peak flows or depth of flow based on a minimum monitoring period of seven continuous days or as determined by the senior wastewater engineer. The study shall meet the requirements and the approval of the WGW engineering section. No downstream overloading of existing sewer main will be permitted. 12. For contractor installed water and wastewater mains or services, the applicant shall submit to the WGW engineering section of the Utilities Department four copies of the installation of water and wastewater utilities off-sjte improvement plans in accordance with the utilities department design criteria. All utility work within the public right-of-way shall be clearly shown on the plans that are prepared, signed and stamped by a registered civil engineer. The contractor shall also submit a complete schedule of work, method of construction and the manufacture's literature on the materials to be used for approval by the utilities engineering 19 section. The applicant's contractor will not be allowed to begin work until the improvement plan and other submittals have been approved by the water, gas and wastewater engineering section. After the work is complete but prior to sign off, the applicant shall provide record drawings (as-builts) of the contractor installed water and wastewater mains and services per City of Palo Alto Utilities record drawing procedures. 13. Existing wastewater laterals to new or remodeled buildings that are not plastic (ABS, PVC, or PE) shall be replaced at the applicant's expense. 14. The applicant shall pay the capacity fees, connection and inspection fees associated with the installation of the new water, gas or wastewater utility services, or additiona1load to existing services. The approved relocation of services, meters, hydrants, or other facilities will be performed at the cost of the person/entity requesting the relocation. Each unit or place of business shall have its own water and gas meter shown on the plans. An approved reduce pressure principle assembly (RPPA backflow preventer device) is required for all existing and new water connections from Palo Alto Utilities to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. The RPPA shall be installed on the owner's property and directly behind the water meter, within 5' of the property line. Show the location of the RPP A on the plans. Inspection by the utilities cross connection inspector is required for the supply pipe between the meter and the assembly. The applicant shall provide the City with current test certificates for all backflows. 15. An approved reduced pressure detector assembly is required for the existing or new water connection for the fire system to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. Reduced pressure detector assemblies shall be installed on the owner's property adjacent to the property line, within 5' of the property line. Show the location of the reduced pressure detector assembly on the plans. Inspection by the utilities cross connection inspector is required for the supply pipe between the City connection and the assembly. 16. The applicant shall secure a public utilities easement for City of Palo Alto Utilities facilities installed in private property. The applicant's engineer shall obtain, prepare, record with the county of Santa Clara, and provide the utilities engineering section with copies of the public utilities easement across the adj acent parcels as is necessary to serve the development. Where public mains are in private streetslPUEs the service agreement shall include the statement: "Public Utility Easements: If the City's reasonable use of the Public Utility Easements, which are shown as P.U.E on the Map, results in any damage to the Common Area, then it shall be the responsibility of the Association, and not of the City, to Restore the affected portion(s) of the Common Area. This Section may not be amended without the prior written consent of the City". 17. All existing water and wastewater services that will not be reused shall be abandoned at the main per WGW Utilities procedures before any new utility services are installed. All utility installations shall be in accordance with the City of Palo Alto utility standards for water, gas & wastewater. During Construction 18. For contractor installed water and wastewater mains or services, the applicant shall prepare and submit to the WGW engineering section of the Utilities Department as-built drawings of the installation of water and wastewater utilities to be owned and maintained by the City in accordance with: a. Two sets of as-built drawings (hard copies). 20 b. As-built drawings in 2008 or 2010 AutoCAD fonnat. c. As-built drawings in .tiff format. d. Survey points in .csv fonnat for all new utility features. Note: All survey data shall be collected by a California Licensed Land Surv~yor. The surveyor is responsible to setup all control points needed to perform the survey work. The accuracy for all survey data shall be +/-1 cm. Survey data to be collected (what'S applicable): I. Collect horizontal and vertical data for: 1. Sanitary sewer manholes (rim and invert elevations and depth) 2. Storm drain manholes and catch basins (rim and invert elevations and depth) 3. Water valves (cover and stem elevations) II. Collect horizontal data only for: 1. Service or lateral connection points at the main 2. Fire hydrants 3. Water meters 4. Sanitary sewer c1eanout boxes Use CPAU WGW Engineering's "feature codes" for naming convention available from CPAU WGW Engineering 1007 Elwell Ct, Palo Alto, CA 94303 (650) 566-4501. All drawings and survey data shall be on the California State Plane Coordinate System -Zone 3 in units of feet. The horizontal datum shall be the North American Datum of 1983 (NAD83) and the vertical datum shall be based on Bestor 93. B.2. Hoover Pavilion Site B.2.1. Architectural Review Board For Hoover Medical Office Building 1. The following items shall be reviewed by Planning Division Staff: a. Trash enclosure details b. Final hardscape plan (center spine paving) c. Bruce Fukuji's recommendations regarding open space and parking reserve be considered. For Renovation of the existing Hoover Pavilion 1. The applicant shall reconstruct and install the finial at the top of the Hoover Pavilion comer tower. B.2.2. Water, Gas & Wastewater Utilities Department For Building Permit 1. The applicant shall submit a completed water-gas-wastewater service connection application -load sheet for City of Palo Alto Utilities. The applicant must provide all the information requested for utility 21 service demands (water in fixture units/g.p.m., gas in b.t.u.p.h, and sewer in ftxture units/g.p.d.). 2. The applicant shall submit improvement plans for utility construction. The plans must show the size and location of all underground utilities within the development and the public right of way including meters, backflow preventers, me service· requirements, sewer mains, sewer cleanouts, sewer lift stations and any other required utilities. 3. Utility vaults, transformers, utility cabinets, concrete bases, or other structures cannot be placed over existing water, gas or wastewater mains/services. Maintain l' horizontal clear separation from the vault/cabinet/concrete base to existing utilities as found in the fteld. If there is a conflict with existing utilities, cabinets/vaultslbases shall be relocated from the plan location as needed to meet fteld conditions. 4. The applicant must show on the site plan the existence of any auxiliary water supply, (i.e. water well, gray water, recycled water, rain catchment, water storage tank, etc). 5. The applicant shall be responsible for installing and upgrading the existing utility mains and/or services as necessary to handle anticipated peak loads. This responsibility includes all costs associated with the design and construction for the installation/upgrade of the utility mains and/or services. 6. Sewer drainage piping serving ftxtures located less than one foot above the next upstream sewer main manhole cover shall be protected by an approved backwater valve per California Plumbing Code 710.0. The upstream sewer main manhole rim elevation shall be shown on the plans. 7. Flushing of the me system to sanitary sewer shall not exceed 30 GPM. Higher flushing rates shall be diverted to a detention tank to achieve the 30 GPM flow to sewer. 8. Sewage ejector pumps shall meet the following conditions: a. The pump(s) be limited to a total 100 GPM capacity or less. b. The sewage line changes to a 4" gravity flow line at least 20' from the City clean out. c. The tank and float is set up such that the pump run time not exceed 20 seconds each cycle. The applicant's engineer may be required to submit flow calculations and system capacity study showing that the on-site and off-site water and sanitary sewer mains and services will provide the domestic, irrigation, me flows, and wastewater capacity needed to service the development and adjacent properties during anticipated peak flow demands. Field testing may be required to determined current water and wastewater flows and water pressures on existing water and wastewater mains. Calculations must be signed and stamped by a registered civil engineer. 9. Existing wastewater laterals that are not plastic (ABS, PVC, or PE) shall be replaced at the applicant's expense. 10. The applicant shall pay the capacity fees and connection fees associated with the installation of the new utility service/s to be installed by the City of Palo Alto Utilities or increased demand on existing water or wastewater services. The approved relocation of services, meters, hydrants, or other facilities will be performed at the cost of the person/entity requesting the relocation. 11. A separate water meter and backflow preventer is required to irrigate the approved landscape plan. Show the location of the irrigation meter on the plans. This meter shall be designated as an irrigation account an no other water service will be billed on the account. The irrigation and landscape plans submitted with the application for a grading or building permit shall conform to the City of Palo Alto water efficiency standards. An approved reduce pressure principle assembly (RPP A backflow preventer device) is required for all existing and new water connections from Palo Alto Utilities to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. The RPPA shall be installed on the owner's property and directly behind the water meter, within 5' of the property line. Show the location of the RPP A on the plans. Inspection by the utilities cross connection inspector is required for the supply pipe between the meter and the assembly. The 22 B.2.3. B.3. B.3.1. B.4. B. 4. 1. applicant shall provide the City with current test certificates for all backflows. 12. An approved reduced pressure detector assembly is required for the existing or new water connection for the fire system to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. Reduced pressure detector assemblies shall be installed on the owner's property adjacent to the property line, within 5' of the property line. Show the location of the reduced pressure detector assembly on the plans. Inspection by the utilities cross connection inspector is required for the supply pipe between the City connection and the assembly. 13. As part of this project the applicant is required to relocate the gas meter out of the breezeway to the front of the building. Show the new gas meter location on the plans. The gas meter location must conform to utilities standard details. 14. The applicant shall secure a public utilities easement for facilities installed in private property (including the existing water meters). The applicant's engineer shall obtain, prepare, record with the county of Santa Clara, and provide the utilities engineering section with copies of the public utilities easement across the adjacent parcels as is necessary to serve the development. 15. All existing water and wastewater services that will not be reused shall be abandoned at the main per WGW utilities procedures before any new utility services are installed. 16. All utility installations shall be in accordance with the City of Palo Alto utility standards for water, gas & wastewater. Utilities Electric 1. The Applicant and Utilities Electric staff shall meet and discuss the requirements for access to the electrical substation during construction of the Hoover parking garage and medical office building and access to accommodate future placement of additional equipment that may be needed within the existing footprint of the substation. Lucile Packard Children's Hospital Architectural Review Board 2. The following items shall be reviewed by the Architectural Review Board Subcommittee: a. Exterior signage; h. Material sample for the exterior site wall adjacent to Quarry Road and Welch Road; 3. The following items shall be reviewed by Planning Division Staff: a. Final photometric plan, and b. Final light fixture plan Welch Road I Durand Way Architectural Review Board . 1. The following items shall be reviewed by the Planning Division Staff: a. Study alternate locations for Marguerite Shuttle Stop along Quarry Road; and b. Study the intersection of Quarry Road and proposed LPCH loading dock to insure safe bike, pedestrian and traffic movements. B.4.2. Transportation Division 1. Durand Way. Durand Way shall be constructed at the earliest opportunity to improve automobile circulation from the medical center complex in the vicinity of Welch Road and Sand Hill Road. At a 23 B.S. B.5.1. B.6. B.6.1. minimum, to the extent feasible, the Durand Way intersection apron shall be constructed with the Welch Road improvements. 2. Welch Road. Welch Road shall be constructed per improvements plans approved by the City and shall include, but not be limited to: new median islands that extend from key intersections to channelize left turn vehicles and restrict driveway movements near intersections; installation of pedestrian-activated flashing beacon systems with enhanced roadway markings & signage; installation of new retro- reflective signage throughout the project corridor; traffic signal improvements including intersection safety lighting enhancements; and miscellaneous roadway improvements. 3. Quarry Road. Improvements to the Quarry Road public street shall be reviewed by Transportation Division staff prior to the submittal for permits. School of Medicine, Foundations in Medicine 1 (FIMl) Architectural Review Board 1. The following items shall be reviewed by the Architectural review Board Subcommittee: a. Final landscape plan; b. Proposal for a School of Medicine gateway entry feature from Pasteur Drive area; c. Final photometric plan; and d. Revisions to both FIMI building entries to be more visible and prominent to pedestrians. Design Guidelines Document Architectural Review Board 1. The following items shall be added by the Applicant and reviewed by Planning Division staff: a. Add language to SHC Clinics section that describes importance of the building as terminus to Pasteur Mall and the need for a strong axial relationship of between the building massing and Pasteur Mall; b. Include language in the Executive Summary that would allow minor adjustments to the Design Guidelines for items such as light fixtures, pedestrian furniture, etc; and c. Include language to the Executive Summary that would describe the process, procedure, and review responsibilities for any future amendments to the Design Guidelines. 24 Architectural Review Board Staff Report (ID # 7445) Report Type: Action Items Meeting Date: 12/15/2016 City of Palo Alto Planning & Community Environment 250 Hamilton Avenue Palo Alto, CA 94301 (650) 329-2442 Summary Title: 240 Pasteur Drive - Biomedical Innovations Building Title: PUBLIC HEARING / QUASI-JUDICIAL MATTER. 240 Pasteur Drive [16PLN-00362]: Recommendation to the Director of Planning and Community Environment for a Requested Approval of an Architectural Review Application to Allow the Construction of the a new Biomedical Innovations Building for the Stanford University School of Medicine. The Approximately 215,000 Square Foot Building was Previously Entitled in 2011. The Proposed Project Includes Architectural Modifications to Reflect Updated Internal Program Needs, Surrounding Pathways, Heritage Trees, and the Architecture of the Adjacent Hospital. Environmental Assessment: An Environmental Impact Report was Previously Certified for This Project Pursuant to the California Environmental Quality Act (CEQA). Zoning District: HD From: Hillary Gitelman Recommendation Staff recommends the Architectural Review Board (ARB) take the following action: 1.Conduct a public hearing and continue the project to a date uncertain. Report Summary At the applicant’s request, the first formal hearing for this project has been scheduled prior to completion of staff’s review for project consistency the Comprehensive Plan and Municipal Code, previous entitlement documents, and the prior Environmental Impact Report and Mitigation Monitoring and Reporting Program. The staff report primarily disseminates background entitlement history and outlines forthcoming key analysis topics. The hearing will allow an understanding of the project design goals, opportunities/constraints, as well as the benefit for early Architectural Review Board feedback. City of Palo Alto Planning & Community Environment Department Page 2 Background Project Information Owner: Board of Trustees of the Leland Stanford Junior University Architect: Zimmer Gunsul Frasca Architects LLP Representative: Stanford University; School of Medicine Legal Counsel: Not Applicable Property Information Address: 240 Pasteur Drive Neighborhood: Stanford University Lot Dimensions & Area: APN 142-05-044 and APN 142-23-003; Over 11 acres Housing Inventory Site: Not Applicable Located w/in a Plume: Not Applicable Protected/Heritage Trees: Yes, ten protected oak trees Historic Resource(s): Not Applicable Existing Improvement(s): Valet Parking Lot and Landscaping Existing Land Use(s): Valet Parking Lot and Landscaping Adjacent Land Uses & Zoning: North: Hospital (HD) Zoning West: Santa Clara County (Stanford University) East: Hospital (HD) Zoning South: Santa Clara County (Stanford University) Aerial View of Property: City of Palo Alto Planning & Community Environment Department Page 3 Land Use Designation & Applicable Plans Zoning Designation: Hospital (HD) Zoning District Comp. Plan Designation: Major Institution/ Special Facilities (MISF) Context-Based Design Criteria: Not Applicable Downtown Urban Design Guide: Not Applicable South of Forest Avenue Coordinated Area Plan: Not Applicable Baylands Master Plan: Not Applicable El Camino Real Design Guidelines (1976 / 2002): Not Applicable Proximity to Residential Uses or Districts (150'): Not Applicable Located w/in the Airport Influence Area: Not Applicable Prior City Reviews & Action City Council: 10PLN-00397 PTC: 10PLN-00397 HRB: 10PLN-00397 ARB: 10PLN-00397 The following information on prior City reviews and actions can be found on the City’s website: (http://www.cityofpaloalto.org/news/displaynews.asp?NewsID=3774&TargetID=319):  City Council Res No. 9168 June 6 2011 (SUMC EIR Certification)  City Council Res No. 9169 June 6 2011 (Comprehensive Plan Amendment)  City Council RLUA 2011-3 June 6 2011 (SUMC Conditional Use Permit MMRP)  City Council Res No. 9170 June 6 2011 (LAFCO Initiation)  City Council Res No. 9171 June 6 2011 (SUMC Architectural Review)  City Council Ord No. 5123 June 6 2011 (Hospital District Zoning)  City Council Res No. 9186 July 11 2011 (LAFCO Annexation)  City Council Ord No. 5124 July 11 2011 (SUMC Development Agreement)  Architectural Review Board Staff Report - March 24 2011 & Attachments  SUMC Campus Design Guidelines March 17 2011  School of Medicine Foundations in Medicine Master Plan March 17 2011 On June 11, 2011 the City Council approved the Stanford University School of Medicine (SoM) Foundations in Medicine (FIM 1) building as part of the School of Medicine Master Plan on Pasteur Drive (Attachment A). The FIM 1 building is the subject of the current application; the applicant is seeking building design modifications, which warrant board-level review. City of Palo Alto Planning & Community Environment Department Page 4 The FIM 1 building and the School of Medicine Master Plan was discussed by the Architectural Review Board, Planning and Transportation Commission, and City Council on multiple occasions between 2007 and 2011 as part of the much larger Stanford University Medical Center (SUMC) Facilities Renewal and Replacement project for which the City Council also certified an Environmental Impact Report with a Mitigation Monitoring and Reporting Program, entered into a Development Agreement, and approved a Comprehensive Plan Amendment, Zoning Change, Conditional Use Permit, and Design Guidelines. The School of Medicine (SoM) component of the larger Stanford University Medical Center Facilities (SUMC) Renewal and Replacement project entails demolition of four existing buildings occupied by the SoM (Edwards, Lane, Alway, and Grant). The project location for the replacement three new Foundations of Medicine buildings (FIM 1, FIM 2, and FIM 3) is the site of the existing aforementioned buildings and an existing temporary valet parking lot and landscaped area at 240 Pasteur Drive. While FIM 1 has received the necessary planning entitlements, FIM 2 and FIM 3 have not yet received architectural review approvals. Approved FIM 1, FIM 2, and FIM 3 Site Plan, March 17, 2011: Project Description City of Palo Alto Planning & Community Environment Department Page 5 The project is the construction of the new Biomedical Innovations Building (BMI, formerly known as FIM1) on two parcels. An application for a lot merger is still outstanding. The project architect prepared a detailed BMI project description that is included as Attachment B. Requested Entitlements, Findings and Purview: The following discretionary applications are required for the project:  Architectural Review – Major (AR): The process for evaluating this type of application is set forth in PAMC 18.77.070. Architectural Review applications are reviewed by the ARB and recommendations are forwarded to the Planning & Community Environment Director for action within five business days of the Board’s recommendation. Action by the Director is appealable to the City Council if filed within 14 days of the decision. AR projects are evaluated against specific findings. All findings must be made in the affirmative to approve the project. Failure to make any one finding requires project redesign or denial.  Certificate of Compliance/Lot Merger: The process for evaluating this type of application to remove a lot line and merge two parcels is set forth in PAMC Title 21. Analysis1 Urban Design Questions and Insights According to the March 24, 2011 Architectural Review Board staff report (Attachment C), the urban design analysis for the School of Medicine (SoM) component of the larger SUMC project primarily focused on four key questions: 1. What are the spatial and functional relationships of the FIM buildings to the School of Medicine (SoM), the Medical Center and University campus? 2. What are the connections and entrance points to and from the SoM and the FIM buildings? 3. How are places and activities organized to attract informal interaction, collaboration and campus community? 4. How does the architectural design of the FIM buildings contribute to the identity of the SoM district, the Medical Center and the Stanford campus? Two key insights defined the role of the FIM buildings in the SoM, Medical Center and academic campus context, framing how to think about the urban design of the FIM buildings: • The FIM buildings, as bio-medical lab/office/research facilities part of the SoM, need to orient towards the core of the SoM along Discovery Walk and the campus entrance to the SoM at the Alumni Green open space. The Alumni Green connects the SoM to Serra Mall, the organizing axis of the Stanford Campus that connects the academic precincts together. 1 The information provided in this section is based on analysis prepared by the report author prior to the public hearing. The Architectural Review Board in its review of the administrative record and based on public testimony may reach a different conclusion from that presented in this report and may choose to make alternative findings. A change to the findings may result in a final action that is different from the staff recommended action in this report. City of Palo Alto Planning & Community Environment Department Page 6 • To facilitate interdisciplinary team collaboration, the FIM buildings and site design need proximity, access and campus places to attract and support meaningful interdisciplinary connections between the Medical Center and the SoM. The interdisciplinary nature of translational research benefits from informal encounters that foster communication, relationships and creativity among physicians, scientists, medical students, post doc’s, researchers and others. At this time, staff is currently analyzing how the updated Biomedical Innovations Building design responds to the overall School of Medicine Master Plan and the aforementioned key urban design questions and insights. Project Design to Reduce or Avoid Environmental Impacts The previously approved School of Medicine (SoM) component addressed those potentially significant environmental impacts identified in the CEQA Environmental Impact Report and agreed to comply with the associated Mitigation Monitoring and Reporting Program. The March 24, 2011 Architectural Review Board staff report discusses how the site design and architecture for the FIM buildings evolved to address potentially significant visual quality impacts (VQ-2, VQ- 3, and VQ-5). Furthermore, City Council adopted the Tree Preservation Alternative outlined in the Draft EIR and the site design and architecture for the FIM buildings evolved to incorporate extensive tree protection, relocation, and replacement provisions at the SoM and other SUMC project sites. At this time, staff is currently analyzing how the updated Biomedical Innovations Building design responds to the visual quality, tree protection, and additional Mitigation Measures to determine if the proposed project is consistent with the prior CEQA review. Municipal Code At this time, staff is currently analyzing how the updated Biomedical Innovations Building site design and architecture responds to the Hospital (HD) zoning district requirements, architectural review findings, and previous conditions of approval. It is important to note that the Development Agreement for the overall SUMC project requires the use of the 2011 Municipal Code during project review. Gross Floor Area The previously approved SoM component of the SUMC project would be constructed in phases and there would be no net increase in gross floor area for the SoM buildings. Existing School of Medicine gross floor area to be demolished: Edwards 65,8000 square feet Lane 84,700 square feet Always 112,500 square feet Grant 152,000 square feet Total Demolition: 415,000 square feet* Proposed School of Medicine gross floor area to be constructed: Foundations in Medicine #1 (FIM1) 168,000 square feet City of Palo Alto Planning & Community Environment Department Page 7 Foundations in Medicine #2 (FIM2) 116,000 square feet Foundations in Medicine #3 (FIM3) 131,000 square feet Total Construction: 415,000 square feet* Development Standards The previously approved SoM component of the SUMC project met the new Hospital (HD) zoning district requirements. Please see Attachment D for a comparison between the previously approved and the proposed project. Architectural Review Findings With the incorporation of detailed conditions of approval, the previously approved SoM component met the sixteen architectural review findings that were required by the Municipal Code (Attachment E). Exhibit A of City Council Resolution No. 9171 contains the general architectural review-related project conditions of approval for all of the SUMC project sites. Exhibit B contains the project-specific conditions of approval for each of the SUMC project sites, including multiple FIM 1 items to return to the Architectural Review Board Subcommittee for review, as shown below. Exhibit B Specific Project Conditions Related to Design: Protected Trees, Landscaping, Hardscape, Utilities, and Stormwater Management There are 12 oak trees at the project location. Ten of them are protected as either Group 1 or Group 2 trees per the HD zoning district:  Group 1 Trees: 317, 318, 319, 320, 322, 323*, 324* (* To be relocated)  Group 2 Trees: 326, 327, 328  Not Protected Trees: 316, 321 The former Group 2 Tree #325 was removed and relocated consistent with standard City and SUMC review. Consistent with the prior FIM 1 approval, the updated site design for the BMI building still proposes to remove two Group 2 trees (326 and 327), as well as relocate two Group 1 trees (323 and 324) to another location in the vicinity. The remaining oaks would be retained in place. The applicant adjusted landscaping, hardscape, and utility designs to offer additional tree protection for the Group 1 trees in post-project conditions. Stormwater management is proposed on the east side of the BIM building. Urban Forestry, Public Works, Utilities, Green Building, and Planning staff are still analyzing the updated design. City of Palo Alto Planning & Community Environment Department Page 8 Approved FIM 1 Tree Removal and Relocation, March 17, 2011: Off-Site Santa Clara County Components At this time, Building, Zero Waste, Utilities, and Planning staff are also analyzing the extension of a new underground tunnel and a new transformer and other key utilities onto land in Santa Clara County. SUMC Design Guidelines The previously approved SoM component addressed the SUMC Design Guidelines. At this time, Transportation, Urban Forestry, Building, and Planning staff are currently analyzing how the updated Biomedical Innovations Building design responds to the relevant SUMC Design Guidelines, including Gateways and Pathways; Visual Hierarchy; Density, Pattern and Context; Massing & Building Composition; Material Palette; and Entry Expression. Gateways and Pathways The design of the “gateway” near Pasteur Drive between the new hospital (SCH) and the interior SoM FIM plaza along the Promenade was a key concern for the Architectural Review Board and City Council, as mentioned in the conditions of approval for FIM 1. The “gateway” pertained to the entrance transition onto the SoM campus from other portions of the SUMC project sites and would be created through building form, massing and architectural details, City of Palo Alto Planning & Community Environment Department Page 9 paving and other hardscape gestures, and organic materials, such as tree placement and landscaping design. Transportation and Planning staff are still analyzing the updated design. Pathways in the project vicinity include Governor’s Avenue, the Promenade, Discovery Walk, Ortega Walk, Pasteur/Roth, Research Way, and Academic Walk. The design guidelines outline how the pathways should be designed. For example, Research Way would serve as a secondary route that will link FIM1, FIM2 and FIM3 with the other School of Medicine Buildings as well as the Chemistry and Biology buildings to the west. The character of this path will be more intimate than the grander scale of the Academic Walk and will include a series of smaller scaled ‘outdoor rooms’ that serve as additional collaborative and gathering spaces adjacent to the proposed research facilities. Transportation and Planning staff are still analyzing the updated design. Visual Hierarchy The design guidelines outline a visual hierarchy for the Pasteur Mall District between the new hospital (SCH) and the SoM buildings with Pasteur Mall at its center. The stepped massing of SCH allows for a visual relationship across the mall to the SoM buildings to allow for distinct but also complimentary identities. According to the applicant, the updated BMI building was designed in part to further develop and refine the visual relationship with the SCH. The design guidelines also outline a visual hierarchy for the SoM District itself. The three new buildings are to form a clear and porous boundary to the SoM and reinforce the SoM vernacular which consists of exposed steel, and generous expanses of glazed wall areas framed with limestone- colored walls. The positioning of the three new buildings would extend the developing grid of axial open spaces with the SoM and create a gateway to facilitate cross-district population relating to the translational medicine nature of their programming. Planning staff are still analyzing the updated design. Density, Pattern and Context The design guidelines outline that the character of the SoM project should be built upon a rectangular grid of avenues and walks running east-west. As mentioned previously, the updated BMI building would be the first of three buildings to be constructed as part of the SoM project component of the overall SUMC project. It is currently unknown how the change in design and increase in gross floor area for the BMI building would translate into the design of the second and third buildings. It is still generally assumed that the proposed buildings would still be long linear buildings that engage the grid, would still use staggered footprints to break down the length of the facades, and would still provide courtyards fronting the district’s axial walks. Previously, the density standards for the FIM buildings were as follows: • Max allowable heights: 85’ for FIM1, and 60’ for FIM 2 and 3 • Alternate building and open space with rational density pattern • Enforce semi-urban qualities of the SoM campus • Reinforce FIM’s role in defining edge of SoM • Structure major and minor common open spaces • Strengthen connectors to SUMC. Planning and Urban Forestry staff are still analyzing the updated design. City of Palo Alto Planning & Community Environment Department Page 10 Massing and Building Composition The updated BMI building has increased gross floor area and has shifted massing, footprint, and setbacks from adjacent buildings. It also has increased height when compared with the former FIM 1 building. Furthermore, the rooftop mechanical screen is no longer setback as much from the cornice as it was in the previous FIM 1 building. The design guidelines outline that massing technique of staggering should be used for SoM to break down the length of their facades, and provide more intimately scaled open space for entry expression. The massing technique of cantilevering portions of the building should also be used to further define areas of the façade to express the building’s internal organization, lend human scale, and create protected areas around the building where it fronts exterior open space. The design guidelines also highlight the use of sculptural canopies to further develop main building entries and the use of mechanical screening as another layer in the massing of each building to be set back from the cornice at the roof. Relating the height and distance between structures was an important consideration in the previous ARB review toward understanding the scale of the building and open spaces. Building and Planning staff are still analyzing the updated design. Entry Expression at the Pedestrian Level and Site Circulation The design of the building entrances was a key concern for the Architectural Review Board and City Council, as mentioned in the conditions of approval for FIM 1. The design guidelines prioritize the combined use of entry canopies and the recessed volume approach to signify entries. The updated BMI building has shifted the number and location of building entrances, interior floorplans at entrances, and exterior pedestrian circulation. The visitor entrance is at the southern side of the building off of the pedestrian-oriented Promenade. The northern entrance with its bicycle racks is now designed primarily for employees. There are changes in the locations of plazas and sidewalks. Transportation and Planning staff are still analyzing the updated design. Material Palette The updated BMI building material palette is shown on Page 20 of the project plans and the applicant will bring additional color/material samples to the December 15, 2016 ARB meeting. The design guidelines emphasize differentiated base and body treatments, modulation of the grouped openings and glassed walled areas, and the use of the material palette to further the massing and building composition goals to express the building’s internal organization, lend human scale, and create protected areas around the building where it fronts exterior open space. Planning and Building staff are still analyzing the updated material palette. Environmental Review An Environmental Impact Report (EIR) and a Mitigation Monitoring and Reporting program (MMRP) was previously certified by City Council for the Stanford University Medical Center (SUMC) Facilities Renewal and Replacement project pursuant to the California Environmental Quality Act (CEQA). The Draft and Final Environmental Impact Report can be found on the City’s website (http://www.cityofpaloalto.org/gov/topics/projects/landuse/sumc/default.asp). City of Palo Alto Planning & Community Environment Department Page 11 As mentioned above, staff is still evaluating the consistency of the proposed project with previous approvals and CEQA analysis in order to determine if any further review of the project under CEQA is necessary. Public Notification, Outreach & Comments The Palo Alto Municipal Code requires notice of this public hearing be published in a local paper and mailed to owners and occupants of property within 600 feet of the subject property at least ten days in advance. Notice of a public hearing for this project was published in the Palo Alto Weekly on December 2, 2016, which is 13 days in advance of the meeting. Postcard mailing occurred on December 5, 2016, which is 10 days in advance of the meeting. Public Comments As of the writing of this report, no project-related, public comments were received. Alternative Actions In addition to the recommended action, the Architectural Review Board may: 1. Approve the project with findings or conditions; or 2. Recommend project denial based on revised findings. Report Author & Contact Information ARB2 Liaison & Contact Information Rebecca Atkinson, Planner Jodie Gerhardt, AICP, Planning Manager (650) 329-2596 (650) 329-2575 Rebecca.Atkinson@CityofPaloAlto.org Jodie.Gerhardt@CityofPaloAlto.org Attachments:  Attachment A: Project Location (PDF)  Attachment B: Applicant's Project Description (DOCX)  Attachment C: March 24, 2011 ARB Staff Report with Attachments (PDF)  Attachment D: Zoning Comparison Table (DOCX)  Attachment E: ARB Findings (DOCX)  Attachment F: Approved Project Plans - School of Medicine Foundations in Medicine Master Plan March 17 2011 (DOCX)  Attachment G: Proposed Project Plans - School of Medicine Biomedical Innovations Building December 15 2016 (DOCX) 2 Emails may be sent directly to the ARB using the following address: arb@cityofpaloalto.org ATTACHMENT C ZONING COMPARISON TABLE 240 Pasteur Drive/16PLN-00362 COMPARISON WITH CHAPTER 18.36 (HD DISTRICT) Regulation Required Approved Proposed Minimum Site Area No standards ±11.08 acres ±11.08 acres Minimum Site Width No standards ±415 feet at Pasteur Drive ±415 feet at Pasteur Drive Minimum Site Depth No standards ±220-feet ±213-feet 6-inches Minimum Street Setbacks 10 ft(1) ±55 feet from Pasteur Drive ±56-feet 6-inches from Pasteur Drive Floor Area Ratio (Entire SUMC Site) 1.5 1.46 1.46 Floor area Entire SUMC site FIM1 2.6 million sf No regulation 2.6 million sf 168,000 gsf To be determined as the SUMC project is implemented 202,450 square feet Maximum Site Coverage Entire SUMC site FIM1 40%(2)(4) 18.04.030(a)(86) 33% 40,689 sf To be determined as the SUMC project is implemented 42,597 sf Maximum Height (ft) 130 ft(5) 18.04.030(a)(67); 18.40.090 ±68-feet to roof; ±80-feet to top of mechanical ±72-feet 6.5-inches to roof; ±83-feet to top of mechanical screen; ±91-feet 11-inches to the top of the exhaust stacks; Separately, SUMC Design Guidelines note that the maximum allowable heights are 66’-88’ for FIM1 and 50’-60’ for FIM2 and FIM3 Recycling Storage Required as part of Architectural Review Unknown Staging within lower level and removal via tunnel to Central Loading Dock Employee Shower Facilities 50,000 sf and up = 4 showers Unknown 4 provided Parking and Loading Performance-based Provided at SHC Provided at SHC Tree Protection Group 1 Trees: 317, 318, 319, 320, 322, 323*, 324* (* To be relocated) Group 2 Trees: 326, 327, 328 Approved tree retention, removal and relocation plan Tree retention, removal and relocation is consistent with prior approval and analysis Signs PAMC 16.20, with HD exceptions To standards To standards (1) Measured from the right-of-way line of any public street to the base of the buildings and not including any awnings or other projections. This setback requirement does not apply to below-grade parking facilities or portions of buildings that bridge a street. This setback requirement also does not apply to any portion of a lot or site that does not abut a public street. (2) Site coverage is calculated based upon the total contiguous area within this zone (Main SUMC site or the Stanford Hoover Pavilion site), rather than on a parcel-by-parcel basis. (3) FAR is calculated based up on the total contiguous area within this zone (Main SUMC site or the Stanford Hoover Pavilion site), rather than on a parcel-by-parcel basis. (4) The maximum site coverage for the Stanford Hoover Pavilion site shall be 30 percent. (5) The maximum height for new construction at the Stanford Hoover Pavilion site shall be 60 ft. (6) The maximum floor area ratio for the Stanford Hoover Pavilion site shall be 0.5 to 1. (7) The regulations referenced in this table apply except as revised in this chapter. STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or Mitigation Measures Reporting Action Responsibility Timing SignaturelDate Completed the staging area for construction equipment and FIM2 vehicles. b. The SUMC Project sponsors shall frequently Signature Date remove construction debris and refuse from the SUMC Sites. FIM3 c. The SUMC Project sponsors shall install all landscaping as early as feasible to decrease visual Signature Date impacts of construction. Existing landscaping within the SUMC Sites that would not be removed by the construction shall be maintained. IMPACT BEING ADDRESSED: The SUMC Project would have a significant impact pertaining to degradation of the existing visual character or quality of the SUMC Sites and their su"oundings. (vQ-2) VQ-2.1 Adhere to City's Architectural Review Process Undergo Architectural City of Palo Alto Prior to issuance of SHC Hospital and Recommendations. The SUMC Project sponsors Review; verify building City Council or building permits for shall submit fmal building and site plans to the ARB permit plan compliance City of Palo Alto each building Signature Date prior to issuance of any development permits. Director of Architectural Review shall assess the appropriateness of Planning and SHC Clinics proposed demolitions, proposed building heights and Community massing, siting of buildings and structures, architecture Environment Signature Date and fa~ade treatments, landscaping, circulation plans, and parking. The ARB may recommend alterations to any of LPCH Hospital/Clinics the above project features, or the ARB may suggest new features, such as new landscaping or public art, to Signature Date improve the proposed SUMC Project design. Any conditions required by the City Council as a result of the Hoover MOB Architectural Review process with respect to the design of the SUMC Project shall be implemented by the SUMC Signature Date Project sponsors. Hoover Parking Structure Signature Date FIMI Signature Date i Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 2 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures TR-l.2 Maintain Pedestrian Access. The SUMC Project sponsors shall be prohibited from substantially limiting pedestrian access while constructing the SUMC Project, without prior approval from the City of Palo Alto Department of Public Works. Such approval shall require submittal and approval of specific construction management plans to mitigate the specific impacts to a less-than-significant levels. Pedestrian access-limiting actions would include, but not be limited to, sidewalk closures, bridge closures, crosswalk closures or pedestrian re-routing at intersections, placement of construction-related material within pedestrian pathways or sidewalks, and other actions which may affect the mobility or safety of pedestrians during the construction period. If sidewalks are maintained along the construction site frontage, covered walkways shall be provided. Monitoring or Reporting Action Verify that information is contained in construction impact mitigation plan pursuant to TR-l.8; compliance monitoring Responsibility City of Palo Alto Public Works Department Timing Prior to issuance of building permits for each building; compliance monitoring during construction Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan Signature/Date Completed FIMI Signature FIM2 Signature FIM3 Signature SHC Hospital Signature SHC Clinics Signature LPCH Hospital/Clinics Signature Hoover MOB Signature Hoover Parking Structure Signature FIMI Signature FIM2 Date Date Date Date Date Date Date Date Date 4 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or Mitigation Measures Reporting Action Responsibility Timing Signature/Date Completed Signature Date FIM3 Signature Date -------------------------- Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 5 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures TR-I.3 Maintain Bicycle Access. The SUMC Project sponsors shall be prohibited from limiting bicycle access while constructing the SUMC Project without prior approval from the City of Palo Alto Department of Public Works. Such approval shall require submittal and approval of specific construction management plans that warn cyclists prior to reaching the impacted bicycle lanes and provide alternative routing around the construction sites to mitigate the specific impacts to a less-than- significant level. Bicycle access-limiting actions would include, but not be limited to, bicycle lane closures or narrowing, closing or narrowing of streets that are designated bicycle routes, bridge closures, the placement of construction-related materials within designated bicycle lanes or along bicycle routes, and other actions which may affect the mobility or safety of bicyclists during the construction period. TR-I.4 Restrict Construction Hours. The SUMC Project sponsors shall be required to prohibit or limit the number of co nstruction material del iveries fr om 7: 00 a.m. to 9: 00 a.m., and fr om 4: 00 p.m. to 6: 00 p.m. on weekdays. The SUMC Project sponsors shall be required Monitoring or Reporting Action Verify that information is contained in construction impact mitigation plan pursuant to TR-l.8; compliance monitoring Verify that information is contained in construction impact mitigation plan pursuant to TR-1.8; Responsibility City of Palo Alto Public Works Department City of Palo Alto Planning and Community Environment, Public Works Timing Prior to issuance of building permits for each building; compliance monitoring during construction Prior to issuance of building permits for each building; compliance monitoring during Stanford University Medical Center Facilities Renewal and Replacement Project-Mitigation Monitoring and Reporting Plan Signature/Date Completed SHe Hospital Signature Date SHe Clinics Signature Date LPCH Hospital/Clinics Signature Date Hoover MOB Signature Date Hoover Parking Structure Signature Date FIMI Signature Date FIM2 Signature Date FIM3 Signature Date SHe Hospital Signature Date SHC Clinics 6 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures Monitoring or Reporting Action Responsibility to Ii mit the nu mber of constru ction em ployees based I compliance monitoring I Department con upon an approved construction management pi an from arriving or departing the site from the hours of 4:30 p.m. to 6 :00 p.m. Alth ough not needed to reduce the impact to a less-th an-significant level, th e SUMC Proj ect sponsors also sh all Ii mit t he number of con struction employees fr om arri ving at the si te fr om 7:00 a.m. to 9:00 a.m ., cont ingent upon t he City's gr anting of an exception to its co nstruction hours under its no ise ordinance t 0 allow construction t 0 commence at 7:00 a.m. TR-l.5 Restrict Construction Truck Routes. The SUMC Project sponsors shall be required to deliver and remove all construction-related equipment and materials on truck routes designated by the cities of Palo Alto, East Palo Alto and Menlo Park. Heavy construction vehicles shall be prohibited from accessing the site from other routes. Figure 3.4-6 and 3.4-7 of the EIR illustrates the Stanford Area Truck Routes which must be used by all trucks. Verify that infonnation is contained in construction impact mitigation plan pursuant to TR-1.8; compliance monitoring City of Palo Alto Public Works Department Timing struction Prior to issuance of building pennits for each building; compliance monitoring during construction Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan SignatureIDate Completed Signature LPCH Hospital/Clinics Signature Hoover MOB Signature Hoover Parking Structure Signature FIMI Signature FIM2 Signature FIM3 Signature SHC Hospital Signature SHC Clinics Signature LPCH Hospital/Clinics Date Date Date Date Date Date Date Date Date 7 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or Mitigation Measures Reporting Action Responsibility Timing SignaturelDate Completed Signature Date Hoover MOB Signature Date Hoover Parking Structure Signature Date FIMI Signature Date FIM2 Signature Date FIM3 Signature Date TR-l.6 Protect Public Roadways During Construction. Review before and City of Palo Alto Before construction of "Before" Survey Report The SUMC Project sponsors shall be required to repair after survey reports to Public Works any portion of the any structural damage to public roadways, returning any determine the repair to Department SUMC projects Signature Date damaged sections to original structural condition. The public roadways SUMC Project sponsors shall survey the condition of the and "After" Survey Report public roadways along truck routes providing access to the proposed project site before construction, and shall after SUMC Project Signature . Date again survey after construction is complete. A before-construction is and-after survey report shall be completed and submitted completed Road Repair Completed, if necessary to the City of Palo Alto Public Works Department for review, indicating the location and extent of any damage. Signature Date TR-l. 7 Maintain Public Transit Access and Routes. Verify that information City of Palo Alto Prior to issuance of SHC Hospital The SU MC Pr oject sp onsors sh all b e prohibited from is contained in Public Works building permits for limiting access to public tran sit, a nd from lim iting construction impact Department each building; Signature Date ---------------------- Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 8 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures movement 0 f public tran sit vehicles, with out prio r approval from the Santa Clara C ounty Valley Transportation Authority (VTA) or other app ropriate jurisdiction. Such approval sh all requ ire submittal an d approval of specific measures to reduce impacts to a less- than-significant level. Po tential actio ns wh ich wo uld impact access to tra nsit includ e, but are not lim ited to, relocating or re moving bus s tops, lim iting access to bus stops or transfer facilities, or 0 therwise restricting 0 r constraining public transit operations. Monitoring or Reporting Action mitigation plan pursuant to TR-1.8; compliance monitoring Responsibility Timing compliance moriitoring during construction Stanford University Medical Center Facilities Renewal and Replacement Project-Mitigation Monitoring and Reporting Plan Signature/Date Completed SHC Clinics Signature LPCH Hospital/Clinics Signature Hoover MOB Signature Hoover Parking Strncture Signature FIMI Signature FIM2 Signature FIM3 Signature Date Date Date Date Date Date Date 9 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or Mitigation Measures Reporting Action Responsibility Timing SignaturelDate Completed TR-1.8 Prepare and Implement Construction Impact Review and approve City of Palo Alto Prior to issuance of SHC Hospital Mitigation Plan. In lieu of the above mitigation construction impact Public Works building permits for measures, the SUMC Project sponsors shall submit a mitigation plans; Department each building; Signature Date detailed construction impact mitigation plan to the City compliance compliance of Palo Alto for approval by the Director of Public monitoring; transmit monitoring throughout SHC Clinics Works prior to commencing any construction activities construction impact term of the with potential transportation impacts. This plan shall mitigation plans to the construction impact Signature Date address in detail the activities to be carried out in each City of Menlo Park and mitigation plan construction phase, the potential transportation impacts receive comment LPCH Hospital/Clinics of each activity, and an acceptable method of reducing or eliminating significant transportation impacts. Details Signature' Date such as the routing and scheduling of materials deliveries, construction employee arrival and departure Hoover MOB schedules, employee parking locations, and emergency vehicle access shall be described and approved. Prior to Signature Date its approval ofthe construction impact mitigation plan, the City of Palo Alto shall provide a copy of the Hoover Parking Structure construction impact plan to the City of Menlo Park for review and comment. Signature Date FIMI - Signature Date FIM2 Signature Date FIM3 Signature Date TR-l.9 Conduct Additional Measures During Special Review and approve City of Palo Alto As necessary during Welch Road Improvements Events. During major at hletic events or other s pecial SUMC Sponsor-Planning and construction events which attract a substantial number of vi sitors to prepared plan(s) to Community Signature Date ~e campus, the SUMC Proj ect sponsors shall implement minimize traffic effects Environment Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 10 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures a mechanism to prevent roadway construction activities from reduci ng roa dway cap acity along those roadways that would be affect ed by the SUMC Project and that would provide access to the at hletic or othe r special events. This measure may require a special supplemental permit to be a pproved by ei ther Sa nta Clara County or the City of Palo Alto prior to hosting such events during significant construction phases. Monitoring or Reporting Action in advance of major events near the SUMC during construction Responsibility Timing SignaturelDate Completed IMPACT BEING ADDRESSED: Implementation of the SUMC Project would result in significant impacts to intersections during Peak Hour conditions. (TR-2) TR-2.1 Install Traffic-Adaptive Signal Technology. The SUMC Project sponsors shall contribute to the Palo Alto Citywide Traffic Impact Fee program, for the installation of traffic-a daptive signals. In Menlo Pa rk, the SUMC Project sponsors shall contribute their fair share amount, which shall bet ied tot he am ount oft raffic ad ded t 0 analyzed intersections by the SUMC Project. The SUMC Pr oject spo nsors' cont ributions shal I appl y towards th e installation 0 ftraffic-ad aptive sig nals as listed below. • Sand Hill Road (Oak Creek to Shopping Center) - 3 signals • Arboretum Road (Shopping Center to Palm Drive) - 3 signals • Embarcadero Road (Bryant to Saint Fra ncis) -7 signals • University A venue (Palm to Lincoln) -13 signals • Lytton Avenue (Alma to Middlefield) -10 signals • Hamilton A venue (Alma to Middlefield) -10 signals • Middlefield Road (Sa n Ant onio to Hom er) - 9 signals • Charleston Road (Alma to Middlefield) - 2 signals Verify payment of Citywide Traffic Impact Fee and fair share contribution towards traffic- adaptive signals in Palo Alto and Menlo Park. City of Palo Alto Department of Planning and Community Environment Prior to issuance of building permits for each building Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan SHC Hospital Signature SHC Clinics Signature LPCH Hospital/Clinics Signature Hoover MOB Signature Date Date Date Date 11 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures • EI Camino Real (northern city limits of Palo Alto to southern city Ii mits 0 f Palo Alto) -signals wo uld require approval of Caltrans In addition, the SUMC Project sponsors shall pay a fair share contribution towards installation of traffic-adaptive signals at the below significantly-impacted intersections in Menlo Park. These intersections are am ong those at which Men 10 Park an ticipates in stalling traffic-ad aptive signals: • Middlefield RoadlWillow Road (intersection #18) • Middlefield RoadlRavenswood Ave (intersection #46) nue TR-2.2 Fund Additional Bicycle and Pedestrian Undercrossings. The SUMC Project sponsors shall contribute their fair share to the cost of construction of the Everett Avenue undercrossing of the Caltrain tracks in Palo Alto and the Middle Avenue undercrossing in Menlo Park. In Palo Alto, there is a Citywide Traffic Impact Fee program that the SUMC Project sponsors shall contribute to. In Menlo Park, the fair share contribution shall be tied to the amount of traffic added to analyzed intersections by the SUMC Project. The construction ofthe Everett A venue and Middle Avenue undercrossings would reduce traffic volumes on nearby streets, such as Ravenswood A venue and University Avenue. Monitoring or Reporting Action Verify payment of Citywide Traffic Impact Fee and fair share contribution towards bicycle and pedestrian undercrossings in Palo Alto and Menlo Park. Responsibility City of Palo Alto Department of Planning and Community Environment Timing Prior to issuance of building permits for each building Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan SignaturelDate Completed SHC Hospital Signature SHC Clinics Signature LPCH Hospital/Clinics Signature Hoover MOB Signature Date Date Date Date 12 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures TR-2.3 Enhance Stanford University Transportation Demand Management (TDM) Program. The S UMC Project sponso rs sh all en hance th e cu rrently- implemented IDM program i n orde r t 0 achi eve 3 5.1 percent usage 0 f altern ative tran sportation modes (i.e., carpool, va npool, bus, C altrain, bi cycle, a nd walk) by Hospital employees. Th e initial en hancements to th e SUMC IDM program shall inclupe the following: • Commencing on Sept ember 1,2015, the Hospitals shall purchase annual Caltrain GO Passes (free train passes) for all existing and new Hospital employees who work more than 20 hours per week, at a cost of up to One Million Eight Hundred Thousand Dollars ($1,800,000) per year, which am ount s hall be adjusted ann ually to reflect any change in the San Francisco Bay Area Consumer Price Index (the "GO Pass Am ount"). Th e Hospitals' ob ligation to provide GO Passes shall continue for fifty-one (51) years, or until su ch earlier date as: (a) Caltrain discontinues the GO Pass program , or a substantially similar program; (b) Caltrain increases the co st of GO Passes, or a su bstantially si milar program, su ch th at th e Ho spitals' an nual co sts would exceed the GO Pass Am ount; or (c) Caltrain service is reduced by su ch an ex tent that th e Hospitals and the City mutually determine purchase of ann ual GO Passes, or a su bstantially si milar program, wo uld n 0 longer be ef fective i n substantially redu cing Hospital em ployee p eak period trips in order to achieve the Alternative Mode targets in Tab Ie 3 .4-19 A in Section 3 in the Fi nal EIR. If the cost of obtaining GO Passes exceeds the GO Pass Amount, th e Hospitals sh all hav e th e option to elect eith er to purchase th e GO Passes at the th en applicab Ie p rice, or t 0 term inate the obligation to provide GO Passes, or a su bstantially Monitoring or Reporting Action Review IDM reports to verify that enhancements ofIDM program have been implemented and determine whether interim mode split targets have been achieved; transmit IDM reports to City of Menlo Park for their reVIew City and SUMC Project sponsors will meet annually to discuss effectiveness of enhanced IDM program and to identify potential improvements. SUMC Project sponsors may modify enhanced IDM program as needed to improve its effectiveness. Verify lease of75 parking spaces at Ardenwood Park and Ride lot, or an equivalent location, at a cost not to exceed $45,000 per year. For V-Line load factors, verify Initial Responsibility City of Palo Alto Department of Planning and Community Environment Timing Baseline IDM report within six months of SUMC Project approval AnnualIDM reports submitted each Spring Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan SignaturelDate Completed Baseline TDM Report Signature Spring 2013 Signature Spring 2014 Signature Spring 2015 Signature Spring 2016 Signature Spring 2017 Signature Spring 2018 Signature Spring 2019 Signature Spring 2020 Signature Spring 2021 Date Date Date Date Date Date Date Date Date 13 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures similar program. Ifth e Ho spitals' obligation to provide GO Passes, 0 r a substantially similar program, terminates for any of the reasons specified in th is measure, t he Hospitals sh all co ntribute th e GO Pass Am ount to one or m ore substitute programs to encourage use of tran sit b y Hospital employees or otherwise re duce peak pe riod traffic trips in the intersections impacted by the Project as identified in t he Proj ect EIR, in cluding but no t limited to reg ional tran sportations syst ems 0 r solutions. The substitute program or programs shall be mutually agreed upon by the SUMC Parties and the City's Di rector of PI anning an d Community Environment. • Use all rea sonable efforts to arrange with AC Transit to lease 75 spaces at the Ardenwood Park & Ride Lot, or an equivalent facility, to serve SUMC employees who commute from the East Bay. • Expand the Marguerite shuttle bus service between the SUMC and P AITS as needed to accommodate increased ridership by Hospital employees. • Use all reas onable effort's to assure that the controlling transit agency maintains load factors less than 1.00 on the U-Line. • Maintain a 10 ad factor less than or equ al to 1.25 on the Marguerite shuttle. • Expand a nd improve t he bicycle and pedestrian networks as specified by Project site plans. • Provide a fu ll-time 0 n-site TDM coo rdinator b y 2015 fo r th e hospital co mponents. Th e co ordinator would b e responsible for or ganizing an d disseminating TDM information primarily t 0 hospital em ployees and also to ho spital patients. A central location would be made available to provide information on altern ative travel m odes. Also, the Monitoring or Reporting Action Payment offer to AC transit ($250,000) and then subsequent annual payment offers up to $50,000 totaL Responsibility Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan Timing SignaturelDate Completed Signature Spring 2022 Signature Spring 2023 Signature Spring 2024 Signature Spring 2025 Signature Spring 2062 Signature Date Date Date Date Date Date 14 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures SUMC or Hospitals' website wo uld cont ain information on TDM programs. • Provide a gu aranteed ride home program fo r all employees w ho u se transit an d other transport alternatives like carpool and vanpool. The guarantee ride ho me sh all allo w employees with dependent children the ability to use alternative modes to travel to an d fro m work but still b e ab Ie to travel home mid-day in case of an emergency. • Provide employees with shower facilities within the SUMC Sites t 0 en courage bicyclin g to work. Th e SUMC Pr oject spon sors shall also provide bicycle storage facilities 0 n the SUMC Sites th at would be conveniently located near the employee showers. • Establish, in co njunction with th e GO Pass implementation, a "Zip Car" (0 r other si milar car- sharing pr ogram) with Zip Cars availa ble at the medical complex. • Perform annual TDM monitoring from the date of initial project approval through the life ofthe project (51 year s af ter proj ect appro val) an d su bmit th e report to th e City 0 fPalo Alto. Th is rep ort also shall be submitted to the City of Menlo Park for its reVIew. • Within si x (6) months of project app roval, an d annually fo r a peri od of fifty-one ( 51) years from initial project approval, the SUMC Proj ect sponsors shall submit to the City's Directo r of PI ann ing and Community Environment, a Hospital TDM Program Report that shows the current number of employees employed 0 ver 20 ho urs per week;, the number of employees us ing anal temative mode s hare as documented by a st udy or survey to be completed by the Hospitals using a method mutually agreeable to the City and Hospitals; and the efforts used by the Monitoring or Reporting Action Responsibility Stanford University Medical Center Facilities Renewal and Replacement Project-Mitigation Monitoring and Reporting Plan Timing Signature/Date Completed 15 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures Hospitals to atte mpt to ac hieve th e Alt ernative Mode targets. These enhancements may not imm ediately change the mode sp lit fo rHo spital emp loyees. Fu rther, because transit use by employees of the Ho spitals is vo luntary, and may be influenced by a number of factors outside the reasonable control of the Hospitals, su ch as gasoline prices, co sts and availability 0 f altern ative tran sit, housing co sts and availability, and personal preferences of employees, the Hospitals cannot guarantee the results of th eir TDM programs. T he in terim targets in Tab Ie 3.4-19A in Section 3 in the Final EIR shall be used to measure t he progress toward meeting the desi red mode split by 2025. These interim targets assume that in the early pha ses of implementation, there m ay be larger shifts to alternative modes than the shifts that may occur in later phases of the TDM program enhancement. For purposes of calculating alternative mode share, any mode that does not consti tute drivin gin a single- occupant vehicle to and fr om the work site shall be considered an "Alterna tive Mode," including working rem otely fr om ho me. For each ofth e in terim targ et years, fo llowing submission oft he Hospitals TDM Annual Report, the City sh all determine if th e interi m year targ et has been met. Ifthe Hospitals have not met the interim target, the Hospitals and th e City sh all meet to rev iew th e TDM Program an d to id entify po ssible add itional TDM Program enhancem ents that th e Hospitals sh ould consider incorporating into their TDM Program in order to increase the Program's effectiveness. If the Hospitals do not meet the applicable interim targets Monitoring or Reporting Action Responsibility Stanford University Medical Center Facilities Renewal and Replacement Project-Mitigation Monitoring and Reporting Plan Timing Signature/Date Completed 16 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures for an y two co nsecutive year s prior to 20 25, the Hospitals shall provide alternative transportation funding to th e City 0 fPalo Alto in annu al payments in th e amount of$175,000 per year until the earlier "fthe yea r 2025 or th e year th e Hospitals achieve t he applica ble interim mode split target, subject to am aximum offive annual payments. Th e alternative transportation funding shall be used by the City 0 fPalo Alto for local projects and programs that enc ourage citywide use of alternative transportation mode uses or otherwise reduce peak period traffic trips in the intersections impacted by the Project as identified in the Proj ect EIR, including but not limited to regional transportation systems and solutions. The City of Pal 0 Alto should consider transportation systems and solutionsth at also help to red uce traffic in th e City 0 f Menlo Park. If by 2 025, t he Hospitals have n ot dem onstrated substantial achievement ofthe 35.1 percent target modal split fo r alternative tran sportation modes, th e fo llowing measure shall be required: • The Ho spitals sh all make a lump su m payment 0 f $4.0 million to th e City 0 fPalo Alto for 10 cal projects and program s that encourage a nd im prove citywide use of alternative transportation mode uses or otherwise reduce peak period traffic trips in the intersections impacted by the Project as identified in the Pro ject EIR, in cluding bu t no t limited to regional transportation systems and sol utions. The City of Palo Alto shall identify capital projects and program enhancements for which the funds may be applied. Sample projects may include contributions towards reg ional tran sportation projects of in terest to th e City of Palo Alto an d th at are id entified within the Valley Transportation Authority -Valley Transportation Plan 0 r ot her local pI anning Monitoring or Reporting Action Responsibility Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan Timing Signature/Date Completed 17 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures documents. The City 0 fPalo Alto should consider transportation systems an d so lutions t hat also help to redu ce traffic in t he City 0 fMen 10 Park. If required, said $4.0 million payment shall constitute funds to b e used by th e City to 0 ffset t rips by Hospital employees through citywide trip reduction. The $4.0 million payment sh all no t reliev e th e Hospitals of any of t heir obligations und er th is measure, including but no t li mited t 0 th eir obligations to co ntinue to attempt to ac hieve th e 35.1 percenttarg etmo dal sp litth rough implementation ofth e GO Pass or su bstantially similar program, 0 r a sub stitute program mutually agreed upon by the Hospitals and the City's Director of PI anning a nd Community Envi ronment, whi ch shall continue for 51 years from the date of Project approval. Further, the Ho spitals sh all co ntinue to implement an enha nced T DM program, monitor modal sp lits b y Ho spital emp loyees, and strive to maximize use of alternative comm ute modes by Hospital employees. In addition, the Hospitals shall continue to meet with the City on a regular basis to identify po tential improvements to th e en hanced TDM program. TR-2.4 -Fund or Implement those Intersection Improvements that Have Been Determined to be Feasible. The SUMC Pro ject sponsors shall implement the following measures: • At th e in tersection of Arb oretum Ro adlGalvez Street, the SUMC Project sponsors sh all in stall a traffic signal. • At the intersection of Bay front Expressway/Willow Road, th e SUMC Pr oject spo nsors sh all pay a fair share towards providing one more right-tum lane for eastbound Willow Road. Monitoring or Reporting Action Verify installation of Arboretum/Galvez traffic signal Verify payment of fair share contribution for both Bayfront intersections Responsibility City of Palo Alto Director of Planning and Community Environment Timing Prior to Occupancy Permit for SHC Hospital Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan Signature/Date Completed Arboretum/Galvez traffic signal Signature Date Fair Share Payment for both Bayfront intersections Signature Date 18 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or Mitigation Measures Reporting Action Responsibility Timing Signatureillate Completed • At t he intersection of Bayfront E xpressway/ University Avenue, the SUMC Project s ponsors shall pay a fair share towards widening southbound Bayfront Expressway to in elude an ad ditional through Ian e an d re-stripe the ex elusive ri ght turn lane to a shared through right tum lane. As a result, two a dditional receiving lanes in the sout hbound direction on Bayfront Expressway would be needed. IMPACT BEING ADDRESSED: The SUMC Project would result in adverse traffic impacts to roadway segments in the City of Menlo Park. (TR-3) See Mitigation Measures TR-2.2, TR-2.3, TR-7.2. IMPACT BEING ADDRESSED: The SUMC Project could result in significant traffic impact to the local circulation network in the immediate vicinity of the SUMC Sites. (TR- 4) TR-4.2 Fund Signing and Striping Plan and Signal Review signing and City of Palo Alto Prior to issuance of Durand Way Improvements Optimization. In addition to paying for the construction striping plan for Department of building permit for of the extension of Durand Way from Sand Hill Road to Durand Way extension, Planning and Durand Way Signature Date Welch Road, the SUMC Project spons ors shall also pay and signal optimization Community for t he following improvements to ensu re t hat queues plan for Durand Way/ Environment from the Durand Way/Sand Hill Road intersection do not Sand Hill Road and spillback onto the Durand Way/Welch Road intersection. Durand Way/ Welch • A si gning and st riping pI an for t he Durand Way Road extension, which would maximize t he storage capacity by creating a four-l ane roadway with a left and through/right at Sand Hill Road and a right and through/left at Welch Road; • The installation and optimization of the two signals at the intersections of Durand Way/Sand Hill Road and Durand WaylWelch Road. IMPACT BEING ADDRESSED: The SUMC Project could impede the development or function of planned bicycle or pedestrian facilities, and result in a significant impact. (TR-6) TR-6.1 Bicycle and Pedestrian Infrastructure Verify payment for City of Palo Alto Payments received Funding received for improvements Improvements. Th e SUMC Project sponsors shall fund connection from Planning and prior to Initial Date the expa nsion and im provement ofthe bicycle and planned Everett Community (45 days from Notice Signature Date pedestrian network i n t he immediate vi cinity of t he bike/ped undercrossing Environment of Determination) Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 19 STANFORD UNI,VERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures SUMC Project. The intent of these improvements is to: • reduce au to related traffic b y prov iding th e infrastructure for alternative travel modes; • improve t he bi cycle an d pedestrian linkages between the SUMC Projec t and Downt own Pal 0 Alto, a nd between t he SUMC Project and t he surrounding residential neighborhoods; and • mitigate the safety hazards to pede strians and cyclists th at will resu It from th e SUMC Proj ect related inCrease in vehicular traffic and congestion. The specific improvements to be funded by the SUMC Project sponsors shall include the following: • Create a bicycle and pe destrian connection between the Stanford Shopping Ce nter and SUM C. The connection shall provide an altern ative route to Quarry Ro ad, wh ich is auto do minated. Th is connection shall extend between Vineyard Lane and Welch Road. Pedestrian traffic signals and crosswalks shall be placed at the cros sing of Vineyard Lan e and Welch Road. The cr osswalk shall be enhanced either by striping or by the use of contrasting paving. • Provide a connection from the planne d Everett Avenue bicycle and pedestrian undercrossing to the El Ca mino Re al/Quarry Ro ad in tersection. On ce the tunnelis completed, this linkage shall provide a direct connection between the SUMC Project and Downtown North. • Incorporate in to th e Quar ry Road corr idor, from El Camino Real t 0 Welch Road, improvements to and within th e public right-of-way to en hance t he pedestrian and bicycle connecti on, i neluding urban design elements and way finding, wider bicycle lanes, as necessary, on Quarry Road, enhanced transit nodes for bus and lor shu ttle st ops, and pro minent bicycle Monitoring or Reporting Action to ECRIQuarry ($2,250,000), and enhancements of Quarry Road and intersections ($400,000) Verify construction of bicycle/ped connection between Stanford Shopping Center and SUMC Verify that landscape plans contain sufficient Class I and III bicycle parking spaces and are located in a manner consistent with the City of Palo Alto Municipal Code Responsibility Timing City constructs improvements prior to Hospital Occupancy Pennit Stanford constructs bicycle/ped connection between Stanford Shopping Center and SUMC prior to LPCH Hospital Occupancy Pennit. Bike parking requirements prior to issuance of issuance of building pennits for each building Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan SignatureiDate Completed Improvements completed by City Signature Date Improvements completed by Stanford Signature Date SHC Hospital Bike Parking Signature Date SHC Clinics Bike Parking Signature Date LPCH Hospital/Clinics Bike Parking Signature Date Hoover MOB Bike Parking Signature Date FIM 1 Bike Parking Signature Date FIM 2 Bike Parking Signature Date FIM 3 Bike Parking Signature 20 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures facilities. • Enhance a II signalized in tersections in th e Project Vicinity, particu ladyal ong Qu arry Road, Vin eyard, and Welch R oads t 0 i nelude 12-foot pedestrian crosswalks on all legs, with textured or colored paving or diagon al or longitudinal zebra st riping as detennined by th e City, p edestriail. push bu ttons and countdown pedestrian signal heads, and other specific improvements that are detennined as necessary during the desi gn process, su ch as median refuge islands, advanced si gning, flashing beacons, in-pavement lighting, etc. • Install the appropriate num ber of Class I a nd Class ill bicycle parking spa ces as required by the City's Zoning 0 rdinance for the total am ount of existing and fu ture development. The SUMC Project sponsors shall install the required number ofbicyele parking space s equally di stributed throughout t he SUMC Sites. Monitoring or Reporting Action Responsibility Timing SignatureiDate Completed IMPACT BEING ADDRESSED: The SUMC Project would not adversely impact either AM or PM Peak Hour bus service in Palo Alto or Caltrain service. Nonetheless, mitigation to provide enhanced bus stops and shuttle service is identified here. (TR-7) TR-7.1 Incorporate Enhanced Bus Stops Into Site Plans. Verify that enhanced City of Palo Alto Prior to issuance of I SHC Hospital The SUMC Project sponsors shal 1 re vise their SUMC bus stops have been Department of building permits for Project site plan to incorporate two enhanced bus stops to included in site plans Public Works SHC Hospital and I Signature Date reduce the im pact to transit se rvice ca used by the SUMC and Department Hoover MOB Project. Th ese enhan ced bus st ops shall be located at of Planning and I Hoover MOB Hoover Pavilion and at SHC, and shall b e on-street Community facilities. The enhanced bus stops shall accommodate two Environment I Signature Date buses simultaneously, and shall have sh elters, seating, lighting, si gns, maps, bus schedu les, and bicyele park ing. On-street bus stops along Welch Road and Qu arry Road shall also b e prov ided, bu t the enhanced bus stops sh all accommodate t he majority of transit ri ders and shall be located t 0 max imize t he convenience of em ployees, patients, and visitors. One enh anced bus stop shall be located in the vicin ity of Welch Road and Pasteur Drive to Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 21 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures demolition an d con struction phases, th e SUMC Pro ject sponsors sh all requ ire th e construction co ntractors to comply with the dust control strategies developed by the BAAQMD. The SUMC Project sponsors shall include in construction contracts the following requirements: a. Cover all trucks hauling soil, sand, and other loose materials including demolition debris, or req uire all trucks to maintain at least two feet of freeboard; b. Water all activ e con struction areas (exposed 0 r disturbed soil surfaces) at least twice daily; c. Use watering to con trol dust generation du ring demolition of structures or break-up of pavement; d. Pave, apply water th ree times daily, or apply (n on- toxic) soil stabilizers on all unpaved parking areas and staging areas; e. Sweep streets daily (with water sweepers) all paved access roads, parking areas and staging areas during the earthwork phases of construction; f. Sweep daily (with water sweep ers) if visible so il material is carried onto adjacent public streets; g. Hydroseed or appl y (non-toxic) soi 1 st abilizers t 0 inactive construction areas (previously graded areas inactive for ten days or more); h. Enclose, co ver, wat er twice dai ly, or ap ply non - toxic so il binders to exp osed sto ckpiles (d irt, sand, etc.); i. Limit traffic speeds on unpaved roads to 15 mph; j. Install sandbags or other erosion control measures to prevent silt runoffto public roadways; and k. Replant vegetation in disturbed areas as quickly as possible. AQ-I.2 Implement Equipment Exhaust Emission Reduction Measures. T 0 reduce emissions from Monitoring or Reporting Action construction impact mitigation plan pursuant to TR-1.8; compliance monitoring Verify that information is contained in Responsibility Public Works City of Palo Alto Public Works Timing each building; compliance monitoring during construction Prior to issuance of building permits for Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan SignaturelDate Completed Signature SHC Clinics Signature LPCH Hospital/Clinics Signature Hoover MOB Signature Hoover Parking Structure Signature FIMI Signature FIM2 Signature FIM3 Signature SHC Hospital Date Date Date Date Date Date Date Date 23 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or Mitigation Measures Reporting Action Responsibility Timing SignaturelDate Completed construction equipment duri ng project de molition and construction impact Department each building; Signature Date construction phases, the SUMC Pr oject sp onsors shall mitigation plan compliance require th e con struction co ntractors to co mply with th e pursuant to TR-I.8; monitoring during SHC Clinics following emission reduction strategies to the maximum compliance monitoring construction feasible exte nt. The SUMC Project sponsors sh all Signature Date include i nco nstrUction contracts th efo llowing requirements: LPCH Hospital/Clinics a. Where possibl e, electrical equipment shall be used instead offossil-fuel powered equipment, Signature Date b. The contract or shall inst all te mporary etectrical service whenever possible to avoid need for fossil-Hoover MOB fuel powered equipment. Signature Date c. Running eq uipment not be ing act ively use d f or construction purposes for more t han five minutes Hoover Parking Structure shall be turned off. (e.g., trucks waiting to deliver or receive soil, aggre gate, or other bulk materials; Signature Date however, rotating-drum conc rete trucks may kee p their eng ines ru nning con tinuously as 10 ng as th ey FIMI are on site). d. Trucks shal I be pr ohibited from idling whi Ie on Signature Date residential streets serving the construction site (also included in Mitigation Measure NO-I.I). FIM2 e. Diesel-powered construction equi pment s hall be Tier II I or Tier IV Califo rnia Air Resour ces Bo ard Signature Date (CARB) certi fied equi pment to th e max imum feasible extent. FIM3 f. The engine size of construction equipment shall be the smallest practical to accomplish the task at hand. Signature Date IMPACT BEING ADDRESSED: Combined mobile and stationary source emissions during operation of the SUMC Project would exceed the Bay Area Air Quality Management District's significance threshold of 80 pounds/day of ROG, NOx and PM] o. Therefore, air emissions would result in a substantial contribution to an existing regional air quality problem and a significant impact (AQ-2) See Mitigation Measure TR-2.3. IMPACT BEING ADDRESSED: Construction equipment NOx emissions associated with the SUMC Project could contribute considerably to regional air quality problems. (AQ-6) Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 24 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures entered in the Portfolio Manager system and a resu lting energy effi ciency rat ing i s pr ovided base don sim ilar facilities (i.e., academic tea ching facility, comm unity hospital, free-standing surgery center, etc.) This process would ensure that new an d existing energy system s would perform interactively accordi ng t 0 construction documents, t he SUM C Project desi gn intent an d t he owner's operational needs. CC-I.2 Participate in a Renewable Energy Program. The SHC an d LPCH Proj ect sp onsors facilities sh all participate in a renewable energy program approved by the City to partially 0 ffset electricity emissions; develop new renewable generation sources in collaboration with the CPAU; incorporate a renewable energy source (such as p hotovoltaics) in to th e SUMC Proj ect, and lor otherwise promote expansi on 0 f t he us e of renewable energy by CPAU c ustomers ("Rene wable Energy Program"). The Rene wable Energy Progra m shall be approved by the C ity and need n ot di rectly reduc e the emissions from the SUMC Project facilities, and may be designed to promote expansion of the use of renewable energy by CPAU customers, either by providing a ne w source of renewable energy, educating the public about use of renewable energy, or contributing to research and development of renewable energy sources. CC-I.3 Provide Annual Greenhouse Gas Reporting. The SHC and LPCH shall perform an annu al inventory of greenhouse gas em issions associated with Hos pital and medical facilities on the SUMC Sites. This inventory Monitoring or Reporting Action Review and approve SUMC Project sponsor's participation in a Renewable Energy Program Review annual inventory of· greenhouse gas emissions Responsibility Timing Signatureillate Completed Signature Date Energy Star Performance Year 3 Signature Date Energy Star Performance Year 4 Signature Date Energy Star Performance Year 5 Signature Date City of Palo Prior to completion of I Participation in Renewable Energy Program Utilities entire SUMC Project Department and I Signature Date Department of Planning and Community Environment City of Palo Annually 12012 Utilities Department and I Signature Date Department of Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 26 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation MeasureS shall be perfonned accord ing to a common indust ry- standard em issions reporting protocol, such as t he approaches re commended by California Air Resources Board. T he Climate Act ion Registry. or Business Council for Sustainable Development (BCSD). This inventory sh all b e sh ared with th e City 0 f Palo Alto to facilitate th e development 0 f future collaborative Emissions Reduction Programs. Em issions ass ociated with energy, water, solid waste, transportation, employee commute and ot her major sources shall b e rep orted in this inventory. Monitoring or Reporting Action Responsibility Planning and Community Environment Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan Timing SignaturelDate Completed 2013 -Signature 2014 Signature 2015 Signature 2016 Signature 2017 Signature 2018 Signature 2019 Signature 2020 Signature 2021 Signature 2022 Date Date Date Date Date Date Date Date Date 27 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or Mitigation Measures Reporting Action Responsibility Timing Signature/Date Completed Signature Date 2023 Signature Date 2024 Signature Date 2025 Signature Date CC-l.4 Prepare Waste Reduction Audit. The S UMC Review waste reduction City of Palo Initial waste reduction Initial Waste Reduction Audit Project sponsors shall perform a waste reduction audit of audits Department of audit prior to waste management pract ices at t he hospi tals pri or t 0 Planning and construction Signature Date construction of new facilities and after completion ofthe Community SUMC Project to determine post-project diversions. Environment. Final waste reduction Final Waste Reduction Audit audit after completion of the entire SUMC Signature Date I Project. CC-l.5 Implement Construction Period Emission Verify that information City of Palo Prior to issuance of SHC Hospital I Reduction Measures. Prior to the issuance of a gradi ng is contained in Public Works grading permits for permit the SUMC Project sponsors shall incorporate the . construction impact Department each building; Signature Date following measures in to th e con struction phasing p Ian mitigation plan compliance and submit to City Planning for approval. pursuant to TR-l. 8; monitoring during SHC Clinics • Use alternative-fueled (e.g., biodiesel, electric) compliance monitoring construction construction vehicles/ equi pment of at I east 15 Signature Date percent of the fleet; LPCH Hospital/Clinics • Use local building materials of at least 1 0 percent; and Signature Date • Recycle at Ie ast 50 percent ofc onstruction or demolition materials. Hoover MOB Stanford University Medical Center F aGilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 28 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or Mitigation Measures Reporting Action Responsibility Timing SignaturelDate Completed Signature Date Hoover Parking Structure Signature Date FIMI Signature Date FIM2 Signature Date FIM3 I Signature Date I --I Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 29 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures Reduce Construction Noise The SUMC Project sponsors shall incorporate the following practices into the cons truction documents to be im plemented b y the project contractor: a. Require construction contractors to use noise-reducing pile dri ving techniques, i neluding pre-drilling pi Ie holes (iffeasib Ie, based on so ils) to th e maximum feasible dept h, ve rify that manufacturer-provided intake and exhaust mufflers on pile driving equipment are prese nt, vi brating pile s into place whe n feasible, and installing shrouds around the pile driving hammer where feasible . • Implement Best Management Practices to Reduce Construction Pile Driving Vibration. The S UMC Project Sponsors shall use sonic pile drivers to reduce vibration anno yance and/or damage to on- site sensitive receptors, if feasible . • Avoid or Repair Structural Damage to SUMC Structures. The SUMC Project sponsors shall: a. Use so nic pile d rivers, if feasible, to avo id potential vibration damage tot he closest on-site SUM C structures near the SHC Hospital and garage site; or b. Blake-Wilbur Clin ic patients an d workers sh all b e relocated to other, more-distant buildings du ring periods when pile driving occurs on parts of the SHC Hospital construction site within 75 feet of the Blake- Wilbur Clinic. The structural conditions ofthe Blake- Wilbur Clin ic sh all be assessed before and after p ile driving by a licensed st ructural en gineer an d any damage resulting to the Blake-Wilbur Clinic from pile driving s hall be completely repai red before pat ients and workers are allowed to return. Monitoring or Reporting Action is contained in construction impact mitigation plan pursuant to TR-1.8; compliance monitoring Responsibility Public Works Department Timing building permits for each building; compliance monitoring during construction SignaturelDate Completed Signature SHC Clinics Signature Date Date IMPACT BEING ADDRESSED: Increased traffic and helicopter noise levels due to implementation of the SUMC Project would be less than significant However, noisefrom Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 31 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT . MITIGATION MONITORING AND REPORTING PLAN Monitoring or Mitigation Measures Reporting Action Responsibility Timing SignaturelDate Completed ambulances due to implementation of the SUMC Project would increase along Sand Hill Road west of El Camino Real, and would increase roadside noise levels by an amount considered unacceptable under the policies of the City Comprehensive Plan. (NO-3) No feasible mitigation measures. IMPACT BEING ADDRESSED: Operational stationary source noise generated by the SUMC Project could potentially increase ambient noise levels in the vicinity of the SUMC Sites and result in a significant impact. (NO-4) NO-4.1 Shield or Enclose HV AC Equipment and SUMC Project City of Palo Prior to issuance of SHC Hospital Emergency Generators. Noi se levels from mechanical sponsors to prepare Department of building permits for equipment shall be minimized to the degree required by acoustical analysis; Planning and each building; Signature Date the City No ise Ordinance by proper siting and selection City to review and Community compliance testing of such equipment and through installation ofsufficient verify analysis Environment post-construction SHC Clinics acoustical sh ielding or noise e mission co ntrols. No ise levels fo r t he em ergency generators near Welch Road Signature Date shall be reduced such that noise levels do not exceed the City's General Daytime Exception standard of 70 dBA at LPCH Hospital/Clinics 25 feet. An a coustical anal ysis sh all b e prep ared by a qualified professional to ensure that the new mechanical Signature Date equipment is in compliance with noise standards of the Noise Ordinance. Hoover MOB Signature Date Hoover Parking Structure Signature Date - FIMI Signature Date FIM2 Signature Date FIM3 I Signature Date I Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 32 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures The doc umentation shall be prepare d based on the National Park Services' HABS standards and include, at a minimum, the following: • Site-specific history and appropriate conte xtual information regarding the Stone Building complex. This history shall fo cus on th e reasons for th e buildings' signi ficance: heart transplantation program and the role ofE.D. Stone in the design of the complex. • Accurate mapping of all buildings that are in cluded in th e Ston e Bu ilding co mplex, scaled to in dicate size and proportion of th e build ings to surrounding buildings; if ex isting plans accu rately reflect th ese relationships these may be reformatted for su bmittal per HABS guidelines for CAD submittals. • Architectural descri ptions of the major exterior features and public rooms within the Stone Building complex as well as desc riptions 0 f typical pat ient, office, laboratory, and operating rooms. • Photographic documentation 0 fth e in terior and exterior of the Stone Building complex and Thomas Church-designed landscape features. Either HABS standard large format or digital photography may be used. If digital ph otography i s used, t he ink an d paper com binations f or printing photographs must be in co mpliance with Nati onal Reg ister-National Historic Landmark photo expansion policy and have a perm anency rat ing 0 fa pproximately 115 years. Digital photographs will betaken as un compressed . TIF file form at. The size of eac h im age shall be 1600xl200 pixels at 30 0 ppi (p ixels p er in ch) or larger, color format, and printed in black and white. The file nam e for each electronic im age shall correspond wi th t he Index t 0 Ph otographs an d photograph label. Monitoring or Reporting Action Responsibility Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan Timing Signature/Date Completed 34 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures CR-l.3 Distribute Written and Photographic Documentation to Agencies. The written and photographic documentation of historic re sources shall be disseminated on arch ivaI-quality paper to Stanford University, the Northwest Information Center, and other local repositories identified by the City of Palo Alto. Monitoring or Reporting Action Verify distribution of written and photographic documents Responsibility City of Palo Department of Planning and Community Environment Timing Prior to demolition of any portion of the Stone Building complex. SignaturelDate Completed SHC Clinics Signature FIM'2 Signature FIM3 Signature Date Date Date CR-l.4 Prepare Permanent Interpretive Disp/ays/Signage/P/aques. The SUMC Project spons ors shall install interpretive displays within the SUMC Sites that provide in formation to v isitors an d resid ents regarding t he history of t he St one Building complex. These displays shall be installed in highly visible public areas such as the property's open space or in public areas on the interiors ofbu ildings. Th e displays shall inelude historical dat a and photographs as weI I as phy sical remnants of architectural elem ents. Interpretive displays and the signage/plaques installed on the property shall be sufficiently du rable to wit hstand typ ical Palo Alto weather conditions for at lea st five years. Displays and signage/plaques shall be lighted, installed a t pede strian- friendly locations, and be of adequate size to attract the interested. pedestrian. Main tenance of displays and signage/plaques shal I be i neluded i n t he maintenance program on the property. Location and materials for the interpretative displays sh all be subject to review by the Palo Alto Architectural Rev iew Bo ard and ap proval by the Planning Director. Review and approve location and materials for the displays; verify installation Review by City of Palo Alto Architectural Review Board and approval by Director of Planning and Community Environment Prior to demolition of entire Stone Building complex; verify installation post- construction Demolition of entire Stone Building Complex CR-l.5 Implement Protection Documents for the Hoover Pavilion. T he S UMC Project sp onsors sh all ensure t he implementation 0 ft he St anford Hoover Pavilion Protection Documents (Documents) prepared by Verify that construction contracts contain Hoover Pavilion protection requirements City of Palo Alto Planning and Community Environment Prior to issuance of building permits Hoover Pavilion renovation; monitor Stanford University Medical Center F aGilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan Signature Installation of Permanent Interpretive Displays Signature Hoover Pavilion Renovation Signature Date Date Date 35 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or Mitigation Measures Reporting Action Responsibility Timing SignaturelDate Completed ARG and dated September 21,2009. The SUMC Project from ARG report dated compliance during sponsors sh all co mply with th e sp ecifications for th e September 21,2009; construction treatment and protection of t he Hoover Pa vilion during compliance monitoring SUMC Project construction activities that could damage the historic fab ric of th e building as prov ided in th e I Documents. --- Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 36 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures Monitoring or Reporting Action Responsibility Timing SignaturelDate Completed IMPACT BEING ADDRESSED: The SUMC Project could potentially encounter archaeological resources and result in a significant impact. (CR-2) CR-2.1 Construction Staff Training and Consultation. Prior to any construction or earth-disturbing activities, a qualified arch aeologist sh all in form con structjon supervisors of th e po tential to en counter cu ltural resources. All construction personnel shall be instructed to be ob servant fo r prehistoric an d historic-era artifacts, subsurface archaeological features or deposits, including accumulations of da rk, fria ble soil ("m idden"), st one artifacts, animal bone, a nd shell. In the event that any prehistoric or historic subsurface archaeological features or cultural deposits are di scovered during const ruction- related eart h-moving act ivities, al I gro und-disturbing activity with in 10 0 feet of t he resou rces shall b e halted and the City shall b e no tified. Th e City sh all co nsult with th e Stan ford Un iversity Arch eologist to assess th e significance of the find. If the find is determined to be an historical resource or a unique archaeological resource as defined by CEQA, th en representatives of the City an d the Stanford University Ar chaeologist s hall meet to determine t he ap propriate co urse of action. All significant cultural materials recovered 'shall be subject to scientific an alysis, professional museum c uration, and a report s hall be pre pared by the qualified archaeologist according to current professional standards. SUMC Project sponsors submit report from qualified archaeologist documenting that construction supervisors were informed about potential cultural resource procedures; City to review report City of Palo Department of Planning and Community Environment Prior to issuance of grading permits for each building Stanford University Medical Center Facilities Renewal and Replacement Project-Mitigation Monitoring and Reporting Plan SHC Hospital Signature SHC Clinics Signature LPCH Hospital/Clinics Signature Hoover MOB Signature Hoover Parking Structure Signature FIMI Signature FIM2 Signature FIM3 Signature Weich Road Improvements Signature Date Date Date Date Date Date Date Date Date 37 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures Monitoring or Reporting Action Responsibility Timing SignaturelDate Completed IMPACT BEING ADDRESSED: The SUMC Project could potentially encounter human remains and result in a significant impact. (CR-3) CR-3.} Conduct Protocol and Procedures for SUMC Project City of Palo Alto Prior to issuance of SHC Hospital Encountering Human Remains. Ifh uman remains sponsors include Planning and grading permits for (including di sarticulated or crem ated re mains) are procedures related to Community each building Signature discovered at any SUMC Project construction site during possible discovery of Environment any phase of construction, all ground-disturbing activity human remains in SHC Clinics within 100 feet 0 f th e hu man remains sh ould be halted construction contracts; and the Stanford University Archaeologist, City 0 fPalo City to verify Signature Alto, an d th e Co unty co roner notified immed iately, according to Section 5097.98 of the State Public I I LPCH Hospital/Clinics Resources C ode an d Se ction 7050.5 ofC alifomia's Health and Safety Co de. If the rem ains are determined by the County coroner to be Native American, the Native American Heritag e Co mmission (NARC) sh all be notified within 24 hours, and the guidelines of the NARC adhered t 0 i n t he treatment and di sposition 0 f t he remains. Th e SUMC Proj ect sp onsors sh all retain a professional archaeologist with Native Am erican burial experience to conduct a field investigation of the specific site and consult with the Most Likely Descendant, if any, identified by the NARC. As necessary, the archaeologist may provide pr ofessional assi stance to th e City 0 f Palo Alto, including the excavation and removal of the human remains. If t he hum an rem ains cann ot be avoided, an d the Most Likely Descenda nt re quests that t he human remains be removed from its location, the SUMC Project sponsors shall implement removal ofthe human remains by a professional arc haeologist. The City of Palo Alto shall verify that th em itigation is co mplete before th e resumption of ground-disturbing activ ities within 100 feet of where the remains were discovered. Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan Signature Hoover MOB Signature Hoover Parking Structure Signature FIMI Signature FIM2 Signature FIM3 Signature Weich Road Improvements Signature Date Date Date Date Date Date Date Date Date 38 Mitigation Measures STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or Reporting Action Responsibility Timing Signature/Date Completed IMPACT BEING ADDRESSED: The SUMC Project could have a significant impact on unique paleontological resources or unique geologic resources. (CR-4) CR-4.1 Conduct Protocol and Procedures for SUMC Project City of Palo Alto Prior to issuance of SHC Hospital Encountering Paleontological Resources. Should sponsors include Planning and grading pennits for paleontological resources be id entified during SUMC procedures related to Community each building Signature Date Projectgro und-disturbing activ ities, th e SUMC Proj ect possible discovery of Environment sponsors shall notify the City and the Stanford University paleontological SHC Clinics Archaeologist and ceas e operations in the vicinity of the resources in potential reso urce until a qu alified professional construction contracts; Signature Date paleontologist can co mplete the fo llowing actio ns when City to verify appropriate: LPCH Hospital/Clinics • Identify and e valuate pal eontological res ources by intense field survey whe re im pacts are co nsidered high; • Assess effects on identified resources; and • Consult with the City of Palo Alto and the Stanford University Archaeologist. Before operations in the vicinity of the potential resource resume, the SUMC Project sp onsors sh all co mply with the paleontologist's reco mmendations to address an y significant adverse effects wh ere detennined by t he City of Palo Alto to be feasible. In considering any suggested mitigation proposed by the consulting paleontologist, the sliMc Project sponsors shall consult with the Stanford University Arch aeologist an d the City to d etennine whether a voidance is neces sary and feasi ble in light of factors such as the nature of the find, project design, cost policies a nd I and use assum ptions, an d ot her considerations. If av oidance is in feasible, 0 ther appropriate measures (e .g. data rec overy) s hall be instituted to av oid a sign ificant im pact. Work may proceed i n other parts oft he SUM C Si tes whi Ie mitigation for paleontological resources is completed. Stariford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan Signature Hoover MOB Signature Hoover Parking Structure Signature FIMI Signature FIM2 Signature FIM3 Signature Welch Road Improvements Signature Date Date Date Date Date Date Date 39 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or Mitigation Measures Reporting Action Responsibility Timing SignaturelDate Completed Hoover Parking Structure Signature Date FIMI Signature Date FIM2 Signature Date FIM3 Signature Date Welch Road Improvements Signature Date ~--~ Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 41 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures BR-I.2 Avoid Roosting Areas. Ifnon-breeding bats are found in a tree or structure to be removed, the individuals shall be safely evicted, under the direction of a qu alified bat biologist, b y opening the roo sting area to allo w airflow thro ugh th e cav ity. Dem olition sho uld th en follow at least 0 ne night after in itial disturbance for airflow. Th is actio n shou ld allo w bats to leave du ring darkness, thus increasing their cha nce 0 f fi nding ne w roosts with a minimum of pot ential pre dation during daylight. If active maternity roosts are found in structures that will be removed as part ofproject construction, demolition of that structure shall commence before maternity colonies form (generally before March 1) or after young are flying (generally by July 31). Monitoring or Reporting Action Verify that construction contracts contain procedures related to avoidance of roosting bat areas; SUMC Project sponsor to provide qualified bat biologist compliance monitoring reports. BR-I.3 Develop and Employ Bat Nest Box Plan. If I Review bat nest box Responsibility City of Palo Alto Planning and Community Environment Timing Prior to issuance of building permits for each building; compliance monitoring during construction during site disturbance period City of Palo Alto I Prior to issuance of Stanford University Medical Center Facilities Renewal and Replacement Project-Mitigation Monitoring and Reporting Plan SignaturelDate Completed SHC Hospital Signature SHC Clinics Signature LPCH Hospital/Clinics Signature Hoover MOB Signature Hoover Parking Structure Signature FIMI Signature FIM2 Signature FIM3 Signature Welch Road Improvements Signature SHC Hospital Date Date Date Date Date Date Date Date Date 42 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or Mitigation Measures Reporting Action Responsibility Timing SignaturelDate Completed special-status bats are found in structures to be removed, plan, if special-status Planning and building pennits for the SUMC Project sponsors shall develop a bat nest box bats are found in Community each building, if Signature Date plan for the S UMC Sites employing state-of-the-art bat structures to be Environment required; compliance nest box technology. T he design and placement of nest developed; SUMC monitoring during site SHC Clinics boxes shall be reviewed by a qualified bat biologist. Project sponsor to disturbance period provide qualified bat Signature Date biologist compliance monitoring reports LPCH Hospital/Clinics Signature Date Hoover MOB Signature Date Hoover Parking Structure Signature Date FIMI Signature Date FIM2 Signature Date FIM3 Signature Date Welch Road Improvements Signature Date Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 43 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or Mitigation Measures Reporting Action Responsibility Timing Signature/Date Completed BR-l.4 Avoid Tree Removal During Nesting Season. Verify that construction City of Palo Alto Prior to issuance of SHC Hospital Tree removal or pruning shall be avoided from February contracts contain Planning and building permits for I through Au gust 31, the nesting peri od fo r Cooper's procedures related to Community each building Signature Date hawk, to the ex tent feasi ble. 1fno tree rem ovalo r avoidance of Cooper's Environment pruning is proposed during the nesting period, no surveys Hawk nesting SHC Clinics are required. Signature Date LPCH Hospital/Clinics Signature Date Hoover MOB Signature Date Hoover Parking Structure Signature Date FIMI Signature Date FIM2 Signature Date FIM3 Signature Date Welch Road Improvements Signature Date J!R-l-! Protect Cooper's Hawk in the Event of Nest Verify that construction City of Palo Alto Prior to issuance of SHC Hospital Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 44 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures Discovery. If tree rem oval or pruning i s una voidable during t he nesting seas on, the SUMC Project spons ors shall h ire a qualified biologist to con duct a surv ey fo r nesting Cooper's ha wk wi thin fi ve day s prior tot he proposed st art of construction. If act ive Cooper's hawk nests are not present, proj ect activities can take place as scheduled. The qu alified biologist shall vi sit the site daily to search for nests until all nesting substrates are removed. This will avoid impacts to Cooper's hawk that may have moved into the site an d initiated nest-building after the start 0 ftree rem oval activities. A dditionally, if more th an 5 days elap se between th e in itial n est search and the tree removal, it is possible for new birds to move into the construction area and begin building a nest. If there is suc h a delay, anothe r nest survey shall be conducted. If an y active Cooper's hawk ne sts are detected, the SUMC Project sponsors shall delay removal of the applicable tree or sh rub while the nest is occupied with eg gs 0 r young who have not fl edged. A qualified biologist sh all monitor an y occupied n est to determine when the Cooper's hawk nest is no longer used. Monitoring or Reporting Action contracts contain procedures related to timing and requirements for Cooper's hawk surveys; SUMC Project sponsor to provide qualified biologist compliance monitoring reports Responsibility Planning and Community Environment Timing building permits for each building; compliance monitoring during site disturbance period Signature/Date Completed Signature SHC Clinics Signature LPCH Hospital/Clinics Signature Hoover MOB Signature Hoover Parking Structure Signature FIMI Signature FIM2 Signature FIM3 Signature Welch Road Improvements Signature Date Date Date Date Date Date Date Date Date IMPACT BEING ADDRESSED: The SUMC Project would have no impact on the movement of any native resident or migratory fish or Wildlife species, or use of native resident or migratory Wildlife corridors, but could impede the use of native Wildlife nursery sites and thus result in a significant impact. (BR-3) Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 45 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures BR-3.1 Avoid Tree Removal During Nesting Season. Tree or shrub removal or pruning shall be a voided from February 1 through August 31, the bird-nesting period, to the ex tent feasib Ie. If no tree or shrub rem oval or Monitoring or Reporting Action Verify that construction contracts contain procedures related to avoidance of bird pruning is proposed during the nesting period. no surveys I nesting are required. Responsibility City of Palo Alto Planning and Community Environment Timing Prior to issuance of building permits for each building Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan Signature/Date Completed SHC Hospital Signature SHC Clinics Signature LPCH Hospital/Clinics Signature Hoover MOB Signature Hoover Parking Structure Signature FIMI Signature FIM2 Signature FIM3 Signature Welch Road Improvements Signature Date Date Date Date Date Date Date Date Date 46 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures BR-3.2 Protect Birds in the Event of Nest Discovery. If tree and shrub removal or pruning is unavoidable during the nesting season, the SUMC Project sponsors shall hire a qualified biologist to co nduct asurv ey fo r nesting raptors a nd other birds wi thin fi ve day s pri or tot he proposed st art of co nstruction. If act ive nest s are n ot present, SUMC Proj ect activities can ta ke place as scheduled. The qu alified biologist shall vi sit the site daily to search for nests until all nesting substrates are removed. The se procedures would avoid impacts to any birds th at m ay have moved into th e sites and in itiated nest-building after t he st art of tree an d shr ub rem oval activities. Add itionally, if more th an fi ve days elap ses between th e initial n est search and the vegetation removal, it i s possible for new bi rds tom ove into the construction area and begin building a nest. 1ft here is such a delay, another nest survey shall be conducted. If any active nests are detected, the SUMC Project sponsors shall delay removal ofthe applicable tree or shrub while the nest i s occ upied wi th eggs 0 r young who h ave not fledged. A qu alified biologist sh all monitor any occupied ne st to dete rmine whe n t he nest is no longer used. Monitoring or Reporting Action Verify that construction contracts contain procedures related to protection of nesting birds; SUMC Project sponsor to provide qualified biologist compliance monitoring reports Responsibility City of Palo Alto Planning and Community Environment Timing Prior to issuance of building permits for each building; compliance monitoring during site disturbance period IMPACT BEING ADDRESSED: The SUMC Project could have a significant impact on Protected Trees. (BR-4) Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan SignaturelDate Completed SHC Hospital Signature SHC Clinics Signature LPCH Hospital/Clinics Signature Hoover MOB Signature Hoover Parking Structure Signature FIMI Signature FIM2 Signature FIM3 Signature Welch Road Improvements Signature Date Date Date Date Date Date Date Date Date 47 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures BR-4.1 Prepare a Tree Preservation Report for all Trees to be Retained An update d tree survey and tree preservation report (TPR) prepared by a certified arborist shall be su bmitted f or re view a nd a pproval by t he Director of PI anning and Community Envi ronment i n consultation with th e City Arb orist. For reference clarity, the tree survey shall include (list and field tag) all existing trees within the SUMC Sites, including adjacent trees overhanging the SUMC Sites. The approved TPR shall b e im plemented in full, in c1uding mandatory inspections and monthly reporting to City Arborist. The TPR shall be based on latest SUMC plans and amended as needed to address activity within the dripline area of any exi sting Protected Tree to be preserved, including incidental work (utilities trenching, street work, lighting, irrigation, etc.) that may affect the health of a prese rved Protected Tree. Th e TPR sh all b e con sistent with th e criteria set forth in the Tree Preservation Ordinance, Palo Alto Municipal Code Section 8.10.030, and the City Tree Technical Manual, Section 3.00, 4.00 and 6.30. To avoid improvements th at may bed etrimental to th e health 0 f Protected Trees, the Di rector of Planning and Community Environment, in co nsultation with th e City Arborist shall revie w th e SU MC Pr oject sp onsors' landscape plan to ensure the new landscape is consistent with Tree Technical Manual, Section 5.45 and Appendix L, Landscaping under Native Oaks. BR-4.2 Prepare a Solar Access Study (SAS) of Short and Long Term Effects on Protected Oaks. The SUMC Project sponsors shall prepare a SAS of Short and Long Term Effects on Protected Oaks that are aesthetic tree resources fo r review an d ap proval by the Director of Planning an d Community Envi ronment i n co nsultation with the City Arborist. The SAS shall be prepared by a qualified expert team (horticulturalist, architect designer, consulting arbo rist) capab Ie 0 f determining effects, if Monitoring or Reporting Action SUMC Project sponsors to prepare TPR; City to review and approve TPR Review and approve Solar Access Study, if project design changes and would affect biological and aesthetic tree resources Responsibility City of Palo Alto Director of Planning and Community Environment City of Palo Alto Director of Planning and Community Environment Timing Prior to issuance of building permits for each building Prior to issuance of building permit for each building, if project design changes and would affect biological and aesthetic tree resources Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan SignaturelDate Completed SHC Hospital . Signature SHC Clinics Signature LPCH Hospital/Clinics Signature Hoover MOB Signature Hoover Parking Structure Signature FIMI Signature Welch Road Improvements Signature SHC Hospital Signature FIMI Signature Date Date Date Date Date Date Date Date Date 48 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures any, to fo liage, health; disease su sceptibility an d also prognosis for longevity. The SAS shall contain the same information as the SAS for FIM 1 trees that are aesthetic tree res ources su bmitted Se ptember 23, 2010. 1ft he Director of PI anning and Community Envi ronment, in consultation with th e City Arbo rist, determin es th at th e SUMC Project wo uld have an adverse effed 0 n solar access to a Protected Tree that is a n aesthetic tree resource such that the tree is unlikely to survive, then the SUMC Project sponsors shall relocate the Protected Tree to a site with sufficient solar access, as determined by the DirectOr of PI anning a nd Community Envi ronment, in consultation with the City Arbo rist. The SAS has been completed and acce pted by the City for trees #608, Kaplan Lawn ( trees #33 thr ough 41), and FI M (trees #317 through 320 and #322). Monitoring or Reporting Action Responsibility Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan Timing SignaturelDate Completed 49 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures BR-4.3 Prepare a Tree Relocation Feasibility Plan for Any Protected Tree Proposed for Relocation and Retention. Relocation of Protected Trees with the SUMC Sites shall be allowed only upon issuance ofa Protected Tree relocation permit from the Director of Planning and Community Environment in co nsultation with th e City Arborist. Becau se of inherent mortality as sociated with the process of moving mature trees, the SUMC Projec t sponsors sh all prepare a Tree ReI ocation and Maintenance Plan (TRMP) to be reviewed in connection with th e Pro tected Tree relocation permit. Th e TRMP shall evaluate th e feasibility 0 f moving the Pro tected Trees to an appropriate location on site. Feasibility shall consider current site an d tree conditions, a tree's ab ility to to lerate moving, relocation measures, optimum needs for the new location, aftercare, irrigation, and other long- term needs. The tree relocation permit sh all sp ecify th at ifth e relocated trees do not survive after a period of five years, the relocated tree or trees shall be replaced with trees or a combination of trees and Tree Value Standards consistent with Section 3.20, Table 3-1 Tree Canopy Replacement, oft he Tree Technical Ma nual. T he TRMP shall be inclusive ofth e fo llowing minimum in . formation: appropriate irrigation, monitoring inspections, post relocation tree maintenance, and for an annual arboris t report ofthe condition of the relocated trees. If a tree is disfigured, leaning with supports needed, in decline with a dead top or dieback of more than 25 percent, the tree shall be considered a total loss and replaced as described above .. BR-4.4A Enter into a Memorandum of Understanding for Tree Maintenance. As a security measure, the SUMC Project sponsors shall be subject to a Memorandum of Understanding (MOU) between the City of Palo Alto and Monitoring or Reporting Action Review and approve Tree Relocation Feasibility Plans, and Tree Relocation and Maintenance Plans Issue Protected Tree Relocation Permit Sign Memorandum of Understanding and security guarantee for trees to be retained Responsibility City of Palo Alto Director of Planning and Community Environment City of Palo Alto Planning and Community Environment Timing Prior to issuance of building permits for each building Prior to issuance of building permits for each building Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan Signature/Date Completed SHC Hospital Signature LPCH Hospital/Clinics Signature Hoover MOB Signature Hoover Parking Structure Signature FIMI Signature SHC Hospital Signature Date Date Date Date Date Date 50 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures the SUMC Project sponsors describing a tree retention amount, the list of trees to be retained, an appraised value for each listed tree, a five-year tree growth and establishment, timeline for return of security, and conditions of approval related to Protected Trees, as cited in the Conditional Use Permit for the SUMC Project. The SUMC Project sponsors and SUMC Projectarborist shall coordinate with the City Arborist to determine the conditions required to guarantee the protection and/or replacement of the regulated trees on the site during construction and within five years after occupancy. The SUMC Project sponsors shall provide a security guarantee for the trees, as determined by the Director of Planning and Community Environment; in consultation with the City Arborist, in an amount consistent with the City of Palo Alto Tree Technical Manual. BR 4.4B Replace Protected Trees in Accordance with the Tree Technical Manual. Removal of Protected Trees shall be allowed only upon issuance of a Protected Tree removal perm it from the Directo r 0 f Planning a nd Community Environment, in co nsultation with th e City Arborist. Protected Trees that are removed without being relocated shall be replaced in accordance with the ratios set forth in Tab Ie 3-1 ofthe City 0 fPalo Alto Tree Technical Man ual in th e fo llowing way, in 0 rder to maintain the appropriate landsca pe approac h at the SUMC Sites, which has limited opportunities to plant the required replacement of trees: • The Protected Tree rem oval perm it issued shall stipulate the tree replacem ent requirem ents for the removed tree, including n umber of trees, location, and irrigation; • The number and size of trees required for replacement would be calculated in accordance with Table 3-1; and Monitoring or Reporting Action Review and approve Tree Removal Plans Issue Protected Tree Removal Permit Responsibility City of Palo Alto Director of Planning and Community Environment Timing Prior to issuance of building permits for each building Stanford University Medical Center F aGilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan SignaturelDate Completed LPCH Hospital/Clinics Signature Hoover MOB Signature Hoover Parking Structure Signature FIMI Signature SHC Hospital Signature LPCH Hospital/Clinics Signature Hoover MOB Signature Hoover Parking Structure Signature FIMI Signature Date Date Date Date Date Date Date Date Date 51 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures • The di fference betwee n the required tree replacement and the number of trees plant ed at the SUMC Si tes wo uld be mitigated through contribution to the Forestry Fund in the City of Palo Alto. Payment to the Forestry Fund would be in the amount representing t he val ue 0 f t he replacement trees that wo uld b e re quired under t he TIM standard. Monitoring or Reporting Action BR-4.5 Provide Optimum Tree Replacement for Loss of Review landscape Publicly-Owned Trees Regulated Tree Category. There are plans submitted as part many pub licly own ed trees growing i nt he right-of-way of building permit along various frontages (Welch Road, Pasteur Drive, Quarry applications for impact Road, Sand Hill Road, etc.). Th ese trees prov ide an to publicly owned trees important visual and ae sthetic val ue to t he streetscape and represent a si gnificant investment fro m years of public resources to maintain them. As mitigation to offset the net benefits loss from removal of mature trees, and to minimize the future y ears t 0 ac hieve pari ty wit h vis ual a nd infrastructure service benefits (C O2 r eduction, ex tended asphalt life, w aterrunof fm anagement, etc.) currently provided by the trees, the new public trees on all roadway frontages shall be prov ided with best practices design and materials, including, but not lim ited to, t he following elements: • Consistency with t he City of Pal 0 Alto Pub lic Works Department Street Tree Management Plan, in consultation with Canopy, Inc. • Provide ade quate room for natural tree canopy growth an d adequate root growing v olume. For large trees, at arget goal of 1,200 cu bic feet of so il shall be used. • For pedestrian and roadway areas that are to include tree planting 0 r ad jacent to ex isting trees to b e retained, utilize City-ap proved best management practices for su stainability products, such as Responsibility City of Palo Alto Department of Public Works Timing Prior to issuance of building permits for each project Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan Signatureillate Completed SHC Hospital Signature LPCH Hospital/Clinics Signature Hoover MOB Signature FIMI Signature Welch Road Improvements Signature Date Date Date Date Date 52 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures Monitoring or Reporting Action Responsibility Timing SignaturelDate Completed Signature East, West, Core, Boswell, Grant Signature Core Expansion Signature IMPACT BEING ADDRESSED: The SUMC Project could expose construction personnel and public to existing contaminated groundwater and/or soiL (HM-3) HM-3.1 Perform a Phase II ESAfor the 701 Welch Site. A Pha se II E SA shall be pe rformed at 701 Welch Si te Building B. The Ph ase II ESA sh all in clude sam pIing and a nalysis of s oil, groundwater, wastewater, a nd residues on surfaces such as laboratories countertops, fume hoods, sinks, s.umps, floors, and drain lines. The County Departinent of Environmental Health (DEH) and Palo Alto Fire Dep artment (PAFD) shall be notified by the Project sponsors if contamination is discovered. If contamination is discovered, the SUMC Project sponsors shall prepare a site re mediation assessmen t th at (a) specifies measures to prot ect workers and the public from expos ure to pote ntial site hazards and (b) ce rtifies that the proposed remediation measures would clean up contaminants, dispose ofthe wastes, and protect public health in accorda nce with fe deral, Stat e, and local requirements. Site excavation activities shall not proceed until th e site rem ediation h as been ap proved b y the County DEH and implemented by t he S UMC Pr oject sponsors. Ad ditionally, th e site re mediation assessm ent shall be su bject t 0 revi ew and a pproval by t he Sa n Francisco Bay Reg ional Water Qu ality Control Bo ard (RWQCB). All appropriate agencies shall be notified. Receive notification if contamination is discovered during Phase II ESA at 701 Welch Site Building B Verify that County DEH has approved a site remediation plan, if necessary Compliance monitoring HM-3.2 Excavate Contaminated Soil from the 703 I Receive notification if Welch Site. For the 4-to 9-square -foot area near eve ry contamination is City of Palo Alto Fire Department As necessary City of Palo Alto I As necessary Fire Department Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 701 Welch Road Signature 703 Welch Road Date Date Date Date 55 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Mitigation Measures discharge point from the building, soil samples shall be performed and contam inated soil excavated, rem oved, and tran sported to an appro ved disposal facility in compliance with OSHA requirem ents .. The County DEH and th e P AFD sh all b e no tified by the SUMC Proj ect sponsors if con tamination is en countered dur ing construction. HM-3.3 Conduct a Soil Excavation Program at the Hoover Pavilion Site. A qualified consultant, under the SUMC Project sp onsors' direction, shall undertake the following activities: • Remove all buried underground storage tanks from the property after sheds and storage buildings on the Hoover Pavilion Site have been demolished; • To th e extent necessary, add itional so il sa mpling shall b e co llected to determine health risks and to develop disposal criteria; • Ifwarranted based on soil sampling, contaminated soil shall be excavated, removed, and transported to an app roved disposal facility in co mpliance with OSHA requirements; • To the extent required based upon the results of soil sampling and the results of a health risk assessment, a Site Health and Sa fety Plan to ens ure worker safety in compliance with OSHA requirements shall be developed by the Project sponsors, and in places prior t 0 com mencing work on any contaminated site; and • The S UMC Pr oject sp onsors shall su bmit documents to th e Coun ty DEH to proceed with closure of the Hoover Pavilion Site. Monitoring or Reporting Action discovered during construction at 703 Welch Verify that SUMC Project sponsors have removed buried underground storage tanks and conducted soil sampling, if necessary Verify that SUMC Project sponsors have prepared a site health and safety plan, if warranted Verify that SUMC Project sponsors have submitted closure documents to County DEH Compliance monitoring Responsibility City of Palo Alto Fire Department Timing As necessary Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan Signature/Date Completed Signature Hoover MOB Signature Hoover Parking Structure Signature Date Date Date 56 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or . Mitigation Measures Reporting Action Responsibility Timing Signatureffiate Completed HM-3.4 Develop a Site Management Plan for the Verify that SUMC City of Palo Alto Prior to excavation at Hoover MOB Hoover Pavilion Site. The SUMC Project sponsors shall Project sponsors have Fire Department the Hoover site prepare a site remediation assessm ent that (a) specifies prepared and submitted Signature Date measures t 0 protect workers a nd t he public f rom a site management plan exposure t 0 potential site hazards , including hazards to County DEH Hoover Parking Structure from re mediation itself, an d (b ) certifies th atth e proposed re mediation m easures would cl ean u p Signature Date contaminants, dispose of the wastes, and protect public health in accorda nce with fe deral, Stat e, and local requirements. Site excavation activities shall not proceed until th e site rem ediation h as been ap proved b y the County DEH and implemented by t he S UMC Pr oject sponsors. Add itionally, the site re mediation assessment shall be su bject t 0 revi ew and a pproval by t he Sa n Francisco Bay R WQCB. All appropriate agencies shall be notified. IMPACT BEING ADDRESSED: The SUMC Project would result in construction offacilities on a site included on the Cortese List. (HM-7) See Mitigation Measures HM-3.3 and HM-3.4. IMPACT BEING ADDRESSED: The SUMC Project could impair implementation or physically interfere with an adopted emergency response or evacuation plan. (HM-tO) See Mitigation Measures HM-IO.l, TR-l.l, TR-l.4 through TR-1.6, TR-1.8, and TR-9.1. HM-10.l Coordinate Construction Activities with the Coordinate SUMC City of Palo Alto At least two weeks SHC Hospital City of Palo Alto. The SUMC Project spons ors shall Project information on Fire Department prior to scheduled provide to the City planned construction routes, roadway planned construction and Department roadways closures Signature Date closures, a nd access and closures sche dules. This routes, and roadway of Planning and information shall b e prov ided to t he City at least two closures to affected Community SHC Clinics weeks in a dvance of the planned access a nd cl osures. emergency service Environment, The City shall co ordinate th is informatio n am ong providers and Public Signature Date affected em ergency se rvice providers, including th e Works City's Fi re and Police Departments, and private Department LPCH Hospital/Clinics ambulance se rvices, s 0 that alternative routes coul d be planned and announced prior to the scheduled access and Signature Date closures, as deemed necessary by the City. Hoover MOB Signature Date Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 57 STANFORD UNIVERSITY MEDICAL CENTER FACILITIES RENEWAL AND REPLACEMENT MITIGATION MONITORING AND REPORTING PLAN Monitoring or Mitigation Measures Reporting Action Responsibility Timing Signatureillate Completed Hoover Parking Structure Signature Date FIMI Signature Date FIM2 Signature Date FIM3 Signature Date Welch Road Improvements Signature Date IMPACT BEING ADDRESSED: The SUMC Project and adjacent development could result in cumulative release of hazardous materials during construction, a significant cumulative impact. The SUMC Project's contribution to the cumulative impact would be considerable. (HM-12) See Mitigation Measure HM-2.1. IMPACT BEING ADDRESSED: The SUMC Project and adjacent development could result in cumulative disturbance of contaminated soils, release of hazardous materials during construction, a significant cumulative impact. The SUMC Project's contribution to the cumulative impact would be considerable. (HM-13) See Mitigation Measures HM-3.l, HM-3.2, HM-3.3, and HM-3.4. I IMPACT BEING ADDRESSED: Cumulative development could impair implementation or physically interfere with an adopted emergency response or evacuation plan. The SUMC Project's contribution to the cumulative impact would be considerable. (HM-IS) See Mitigation Measures HM-IO.I, TR-l.1, TR-I.4 through TR-1.6, and TR-1.8. Stanford University Medical Center Facilities Renewal and Replacement Project -Mitigation Monitoring and Reporting Plan 58 Attachment G Approved Project Plans Hardcopies of project plans are provided to ARB Members. These plans are available to the public by visiting the Planning and Community Environmental Department on the 5th floor of City Hall at 250 Hamilton Avenue. Directions to review Project plans online: 1. Go to: https://paloalto.buildingeye.com/planning 2. Search for “240 Pasteur Drive” and open record by clicking on the green dot 3. Review the record details and open the “more details” option 4. Use the “Records Info” drop down menu and select “Attachments” 5. Open the attachment named “School of Medicine Biomedical Innovations Building March 9 2017” Architectural Review Board Staff Report (ID # 7820) Report Type: Action Items Meeting Date: 3/16/2017 City of Palo Alto Planning & Community Environment 250 Hamilton Avenue Palo Alto, CA 94301 (650) 329-2442 Summary Title: 475 Cambridge Avenue Title: PUBLIC HEARING/QUASI-JUDICIAL: 475 Cambridge Avenue [16PLN-00250]: Request for ARB Hearing of a Tentative Approval of an Architectural Review to allow a Steel Beam Trellis Structure Over a 28,051 Square Foot Area to Support a Solar Development on the Top Floor of an Existing City Parking Structure. Environmental Assessment: Exempt From CEQA per Guideline Sections 21080.35, 15303, and 15301 (Existing Facilities). Zoning District: Public Facility. For more information, contact the project planner Amy French at amy.french@cityofpaloalto.org From: Hillary Gitelman Recommendation Staff recommends the Architectural Review Board (ARB) take the following action(s): 1. Recommend approval of the proposed project to the Director of Planning and Community Environment (PCE) based on findings and subject to conditions of approval in Attachment A. Report Summary The subject application is for the installation of solar panel support structures atop an existing city parking garage. The application was reviewed administratively as a minor architectural review application consistent with a discussion previously held with the City Council. Anyone can request a hearing before the ARB of any minor application acted upon by staff. Such request was received for this application. No information was provided as to the reason for the request nor is such information required to be provided. This report provides background information for the ARB to consider as it reviews this project. Staff requests that the ARB focus on the project with respect to the Architectural Review (AR) findings used in the Tentative Approval letter (Attachment A). Any discussion as to whether or not these approval findings sufficiently address the project will be forwarded to the PCE Director. City of Palo Alto Planning & Community Environment Department Page 2 Background The City and applicant have entered into a lease agreement to construct solar panels atop four city parking garages; two are located Downtown and two are located on Cambridge Avenue. The installations would provide solar generated energy into the City’s power grid. This partnership was developed as part of the Clean Local Energy Accessible Now (Palo Alto CLEAN) program, a City effort to enhance the electric utility’s supply reliability by providing 3MW of local solar generation through long-term feed-in tariff agreements. The Council had earlier directed that income from the City’s lease to the provider will go to the Utilities Electric Fund to offset the cost of the CLEAN program. On September 26, 2016, the City Council reviewed the plans for the solar panel array and structures for the four parking garages to make a determination that the projects were compliant with local regulations, including for some parcels, site specific regulations in Planned Community ordinances. The solar panels are exempt from local zoning, but the support structures are subject to design review. The Palo Alto Municipal Code includes a provision for staff to administratively review and act on a project that is considered minor (see PAMC Section 18.76.020). These administrative decisions may be reviewed by the ARB if a request for hearing is submitted within a specified period of time. Such requests are scheduled for an ARB hearing and the ARB’s recommendation is forwarded to the PCE Director for action. The PCE Director’s decision following the ARB recommendation may be appealed to the City Council. Each of the four solar panel support structures were reviewed and approved by staff pursuant to the code provision described above. Staff received a single request letter for ARB hearings of the two projects located on Cambridge Avenue. The hearing request is attached (Attachment D). This report addresses the project located at 475 Cambridge Avenue. Project Information Owner: City of Palo Alto Architect: Robert Laubach Representatives: Zach Rubin, MBL Energy Legal Counsel: NA Property Information Address: 475 Cambridge Avenue Neighborhood: California Avenue Parking Assessment District/Evergreen Park Lot Dimensions & Area: 110’ x 260’; 28,253 sf Housing Inventory Site: No Located w/in a Plume: No Protected/Heritage Trees: No Historic Resource(s): No Existing Improvement(s): Two story parking garage built in 1968 City of Palo Alto Planning & Community Environment Department Page 3 Existing Land Use(s): Parking Garage Adjacent Land Uses & Zoning: North, West, East, South: Commercial Zoning CC(2)(R) Aerial View of Property: Source: Google Maps Land Use Designation & Applicable Plans Zoning Designation: Public Facility Comp. Plan Designation: Public Facility Context-Based Design Criteria: Not Applicable Downtown Urban Design Guide: Not Applicable SOFA Coordinated Area Plan: Not Applicable Baylands Master Plan: Not Applicable El Camino Real Design Guidelines (1976/2002): Not Applicable Proximity to Residential Uses or Districts (150'): Over 150’ from residential Located w/in the Airport Influence Area: Not Applicable Prior City Reviews & Action City Council: Council reviewed concept plans on September 26, 2016. The Council staff report is viewable at this link: http://www.cityofpaloalto.org/civicax/filebank/documents/53873. The Council meeting minutes are viewable at this link: City of Palo Alto Planning & Community Environment Department Page 4 http://www.cityofpaloalto.org/civicax/filebank/documents/54216. PTC, HRB, ARB: None Project Description The structure atop the existing garage would extend to a maximum height of 27.9’ above grade, allowing eight foot minimum clearance from garage top floor to underside of trellis. The I-beam structure that will support Photovoltaic (PV) panels will be open on the sides and will be painted a gray color (to be approved on site prior to painting) in an effort to have the structure blend in with the background. The structure will not extend beyond the existing garage footprint. The project would not result in a loss of existing parking spaces within the California Avenue Parking Assessment District. Requested Entitlements, Findings and Purview: The following discretionary applications are being requested:  Architectural Review: The process for evaluating Architectural Review applications is set forth in PAMC 18.77.070. AR applications that are tentatively approved by staff may be requested to be heard by the ARB. ARB recommendations are forwarded to the Planning & Community Environment Director for action within five business days of the Board’s recommendation. Action by the Director is appealable to the City Council if filed within 14 days of the decision. AR projects are evaluated against specific findings. All findings must be made in the affirmative to approve the project. Failure to make any one finding requires project redesign or denial. Analysis1 Neighborhood Setting and Character The site, currently developed with a parking structure, is located within the California Avenue Business District, which contains a mix of land uses and buildings constructed in different eras. The area of this project does not have a unified design character; it is eclectic, with buildings constructed in different eras from the 1930’s to the 2009. The trellis addition will add a light- filled, open “second story” that will respect and complement the building’s existing character. The garage is located nearly 150 feet from California Avenue and views from that street are interrupted by vegetation. Glimpses of the garage from El Camino Real are possible, past three and four story buildings; the addition of the trellis will not impact views from El Camino Real. The California Avenue Business District is not a designated historic district, nor are there any historic resources listed on the City’s inventory in the immediate vicinity of the project. Only two buildings on California Avenue were found ‘potentially eligible’ in 1998 for the California 1 The information provided in this section is based on analysis prepared by the report author prior to the public hearing. The Architectural Review Board in its review of the administrative record and based on public testimony may reach a different conclusion from that presented in this report and may choose to make alternative findings. A change to the findings may result in a final action that is different from the staff recommended action in this report. City of Palo Alto Planning & Community Environment Department Page 5 Register of Historic Resources; the project will not adversely impact these buildings nor the church (ca 1959) located across Cambridge Avenue. The existing 1968 garage building, is not a listed historic resource nor found potentially eligible for listing during the most recent historic survey in 1998, when it was only 30 years old Now nearly 49 years old, the building is not considered eligible for state or national register listing. Zoning Compliance2 A detailed review of the proposed project’s consistency with applicable zoning standards has been performed. A summary table is provided as Attachment B. The proposed project complies with all applicable codes, or is seeking through the requested permits permission to deviate from certain code standards, in a manner that is consistent with the Zoning Ordinance. Consistency with the Comprehensive Plan, Area Plans and Guidelines3 This project is taking advantage of the City’s Clean Local Energy Accessible Now (Palo Alto CLEAN) program. The City and KOMUNA have entered into a lease agreement as a part of this program to enhance the electric utility’s supply reliability by providing 3MW of local solar generation through long-term feed-in tariff agreements. The key policy applicable to this project is Comprehensive Plan Policy B-12, which encourages partnerships that provide community benefits and services that would not otherwise be made available. The applicable Comprehensive Plan policies are noted in the approval letter (Attachment A). In addition, a Comprehensive Plan Table is provided as Attachment C. Other notable policies in support of this project and process are:  process streamlining/simplification (Program B-5 and Policy B-16),  provision of parking lot shade (Program L-75), and  California Avenue Business District scale, character and function (Policy L-78). The City has policy interests in this project; that is, to maximize the utility gain by covering as much of the deck as possible. As noted, the hearing requestor did not note any general or specific concern with the project in his request for hearings. The ARB’s recommendation is needed as soon as possible, so the PCE Director’s second decision letter can be executed and the appeal period can conclude. The ARB is requested to focus on the areas in which the ARB has review authority (not the PV panels). The ARB is requested to evaluate the project’s approvability in terms of the findings for approval. Environmental Review The subject project has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. Specifically, the project is exempt from review under the California Environmental Quality Act (CEQA) Sections 21080.35, 15303, and 15301 (existing facilities). 2 The Palo Alto Zoning Code is available online: http://www.amlegal.com/codes/client/palo-alto_ca 3 The Palo Alto Comprehensive Plan is available online: http://www.cityofpaloalto.org/gov/topics/projects/landuse/compplan.asp City of Palo Alto Planning & Community Environment Department Page 6 Public Notification, Outreach & Comments The Palo Alto Municipal Code requires notice of this public hearing be published in a local paper and mailed to owners and occupants of property within 600 feet of the subject property at least ten days in advance. Notice of a public hearing for this project was published in the Palo Alto Weekly on March 3, 2017, which is 14 days in advance of the meeting. Postcard mailing occurred on March 3, 2017, 14 days in advance of the meeting. As of the writing of this report, no project-related, public comments were received. Alternative Actions In addition to the recommended action, the Architectural Review Board may: 1. Recommend the PCE Director approve the project with modified findings or conditions; 2. Continue the project to a date (un)certain; or 3. Recommend project denial based on revised findings. Report Author & Contact Information ARB4 Liaison & Contact Information Amy French, Chief Planning Official Jodie Gerhardt, AICP, Planning Manager (650) 329-2336 (650) 329-2575 amy.french@cityofpaloalto.org jodie.gerhardt@cityofpaloalto.org Attachments:  Attachment A: Approval letter for 475 Cambridge PV on garage (PDF)  Attachment B: zoning compliance table (DOC)  Attachment C: comp plan table (DOC)  Attachment D: Request for Hearing of Project Application by the ARB (PDF)  Attachment E: Project Plans (DOCX)  Attachment F: Komuna Lease Agreement Council Report (PDF) 4 Emails may be sent directly to the ARB using the following address: arb@cityofpaloalto.org ATTACHMENT D ZONING COMPLIANCE TABLE 475 Cambridge Avenue / File No. 16PLN-00250 DEVELOPMENT STANDARDS FOR PF ZONE DISTRICT ZONE DISTRICT STANDARD PROPOSED PROJECT CONFORMANCE Minimum Building setback Front Yard (Cambridge Street.) 0 feet No change from existing conditions conforms Rear Yard (New Mayfield Lane) 0 feet No change “ “ conforms Interior Side Yards (abutting Two alleys: New Mayfield Lane and Mimosa Lane) 0 feet No change “ “ conforms Interior side yard not abutting residential 0 feet No change “ “ conforms Maximum Site Coverage: Maximum site coverage equal to the coverage established by the most restrictive adjacent district (which is CC(2)) which is ‘none required’ No maximum No change “ “ conforms Maximum Height 50 feet (since site not within 150 feet of residential zone, not restricted to 35’) 27’9” conforms Daylight Plane 10 feet up 1:2 slope abutting residential zone No daylight plane requirement, not abutting residential NA conforms Maximum Floor Area Ratio (FAR) equal to FAR established by the most restrictive adjacent district (which is CC(2)) allows 2:1 FAR 2:1 allowed for parking structures No change (added structure not considered gross floor area) conforms ATTACHMENT E COMPREHENSIVE PLAN TABLE 475 Cambridge Avenue / File No. 16PLN-00250 POLICY B-12: Encourage the private sector to participate in partnerships with nonprofit or public agencies to provide community benefits and services that would not otherwise be made available The project is a result of a lease agreement between the City of Palo Alto and KOMUNA as part of the Clean Local Energy Accessible Now (Palo Alto CLEAN) program, a City effort to enhance the electric utility’s supply reliability by providing 3MW of local solar generation through long-term feed-in tariff agreements. PROGRAM B-5: Simplify the design review process for small-scale changes to previously approved site plans and buildings The installation of a trellis structure to support solar panels was considered a small-scale change to a previously approved parking garage, and therefore the staff level review process was embarked upon. Program L-75: 50% shade program The solar panels supported by the structures subject to ARB review will provide shade for vehicles parked on the top deck of the garage Policy L-28: Maintain the existing scale, character, and function of the California Avenue business district as a shopping, service, and office center intermediate in function and scale between Downtown and the smaller business areas. The additional structure atop the garage would be consistent with the height of other buildings in the immediate area. The proposed structure atop the existing garage fits within this area within the California Avenue business district. POLICY B-16: Encourage streamlining of City administrative and regulatory processes wherever possible. Reduce inefficiencies, overlap, and time delays associated with these processes Proceeding with Council direction on September 26, 2017 as a staff level AR was consistent with this policy to reduce time delays associated with the ARB process. Policy L-48: Promote high quality, creative design and site planning that is compatible with surrounding development and public spaces. See qualitative statement in ARB findings that implement this policy statement Policy L-70: Enhance the appearance of streets and other public spaces by expanding and maintaining Palo Alto’s street tree system. The proposal does not indicate removal of the street trees. If trees are impacted by the installation, trees would be replaces with new trees in a supportive growing environment. Policy L-73: Consider public art and cultural facilities as a public benefit in connection with new development projects. Consider incentives for including public art in large development projects. The project is exempt from the City’s public art requirement. Policy L-75: Minimize the negative physical The proposal is to add a structure to the top of impacts of parking lots. Locate parking behind buildings or underground wherever possible. an existing parking garage. Policy T-1: Make land use decisions that encourage walking, bicycling, and public transit use. The project will not discourage alternatives to automobile use. Policy T-19: Improve and add attractive, secure, bicycle parking at both public and private facilities, including multi-modal transit stations, on transit vehicles, in City parks, in private development, and at other community destinations. No additional bicycle parking is proposed with this project. Policy N-17: Preserve and protect heritage trees, including native oaks and other significant trees on public and private property. There are street trees along Cambridge Avenue. These trees are proposed to be protected during construction per City’s code requirements. ATTACHMENT E Project Site Plan Hardcopies of project plans are provided to ARB Members. The project plans are available to the public by visiting the Planning and Community Environmental Department on the 5th floor of City Hall at 250 Hamilton Avenue. The conceptual site plan for this study session will be available on the below webpage Directions to review Project plans online: 1. Go to: https://paloalto.buildingeye.com/planning 2. Search for ‘Project plans’ and open record by clicking on the green dot 3. Review the record details and open the “more details” option 4. Use the “Records Info” drop down menu and select “Attachments” 5. Open the attachment named “Revised Conceptual Site Plan for March 16 2017 ARB Study Session” City of Palo Alto (ID # 6535) City Council Staff Report Report Type: Consent Calendar Meeting Date: 1/25/2016 City of Palo Alto Page 1 Summary Title: Lease Agreement with Komuna Energy Title: Approve and Authorize the City Manager or His Designee to Execute a 25-year Lease Agreement with Annual Lease Payments of $20,000 between the City and Komuna Palo Alto LLC Covering Four City-Owned Parking Structures for: (1) Construction and Operation of Solar Photovoltaic Systems, with the Potential to be a Palo Alto Clean Local Energy Accessible Now (CLEAN) Program Participant; and (2) Installation of City-Owned Electric Vehicle Chargers and Infrastructure. From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council:  Approve and Authorize the City Manager or his designee to execute a 25- year Lease Agreement (Attachment A) between the City of Palo Alto and Komuna Palo Alto LLC (Komuna) with an annual lease payment of $20,000 covering portions of four city-owned parking structures located at 445 Bryant Street, 520 Webster Street, 475 Cambridge Avenue and 275 Cambridge Avenue in order for Komuna to: (1) Construct and operate solar photovoltaic (PV) systems, with the potential to be a Palo Alto CLEAN Program applicant; and (2) install City-owned Electric Vehicle (EV) Chargers and infrastructure; and  Delegate authority to the City Manager or his designee to execute on behalf of the City, any documents that are ministerial in nature or are otherwise necessary to administer the Lease Agreement that are consistent with the Palo Alto Municipal Code and City Council approved policies. City of Palo Alto Page 2 Background On March 25, 2014, the Public Works Department issued a Request for Proposals (RFP) for the installation and operation of solar PV facilities at one or more of the five city-owned parking structures. These solar PV facilities will provide local solar electric power generation that will be purchased by the City and contribute to its renewable portfolio needs. In addition, the RFP was structured to solicit proposals from vendors that would be eligible for participation in the Council- approved Palo Alto CLEAN Program. The Palo Alto CLEAN program offers payment for the electricity generated from Palo Alto solar PV installations where the electricity is not used on site, but is sold to City of Palo Alto Utilities (CPAU) under the Palo Alto CLEAN Program Power Purchase Agreement (CLEAN PPA). The CLEAN PPA establishes a fixed price per unit of electricity delivered to the Palo Alto electric grid over a 20- or 25-year term. The current CLEAN Program rate is 16.5¢/kWh over the term of the CLEAN PPA. In May 2015, Council considered recommendations from the Finance Committee (Staff Report 5849) to reduce the CLEAN Program price for solar resources (from 16.5¢/kWh to 10.3¢/kWh or 10.4 ¢/kWh, depending on contract term length). Council was informed that such a reduction could have implications for this project. On May 27, 2015, Council voted, amongst other things, to continue the CLEAN program for solar at the cost of 16.5 ¢/kWh for 3 MW as previously approved by the Council; and to direct lease income on City owned garages from the CLEAN program to Utilities to offset costs of the program to electric ratepayers (Staff report 5849; Action Minutes). One important consideration in Council’s decision to maintain the contract rate of $0.165/kWh for solar resources, rather than reducing it to the avoided cost level as the Finance Committee advocated, was the expectation that the Public Works Department would soon be executing the Lease Agreement now being presented to Council for Komuna to develop a group of solar facilities (totaling about 1.3 MW of capacity) atop several downtown parking garages that would participate in the CLEAN program. Staff from Community Services, Planning and Community Environment, Public Works, Utilities and Administrative Services Real Estate Division worked to review City of Palo Alto Page 3 city-owned sites for their suitability for PV installation based on solar access, property access, future redevelopment plans and historical status. Staff concluded the parking garages have good potential for one of the first Palo Alto CLEAN projects on city-owned sites. The solar installations would provide shade to the top floor of each garage. The non-profit organization, Clean Coalition, was engaged to draft an RFP to solicit proposals for installing PV systems on the city- owned garages. The five City-owned parking structures listed below were originally included in the RFP to be considered for the PV installation:  Lot R – 528 High Street  Lot S/L – 445 Bryant Street  Cowper/Webster – 520 Webster Street  Cambridge – 475 Cambridge Avenue  Ted Thompson – 275 Cambridge Avenue The RFP requested proposals to install PV systems at up to five of the city-owned parking structures and an option to propose the installation of EV chargers at each location as well. On June 3, 2014, three proposals were received from Pristine Sun, THINKnrg (now Komuna) and AltaM Energy. Proposals were reviewed by staff from Public Works, ASD and Utilities Departments as well as consultants from Clean Coalition. The proposals were evaluated by quantitative and qualitative factors including PV system design and aesthetics, PV system output and the financial terms of the lease agreement. All three companies were interviewed and Pristine Sun was unanimously selected based on their substantial lease payment, strong project team and history with PV projects. The other two proposals included a significantly reduced lease payment. Negotiations began with Prisitine Sun in early 2015. However, City and Pristine Sun were unable to structure an agreement. The City ceased negotiations with Pristine Sun and ultimately rejected the vendor’s proposal in June 2015 (Staff Report 5876). Discussion In July 2015, staff began negotiations with Komuna (formally THINKnrg). Komuna was rated second in the RFP responses, mainly due to the reduced rent payment City of Palo Alto Page 4 compared to the first proposer. The City was able to negotiate a higher rent payment than previously proposed with a 25-year, rather than 20-year, PPA term and solar installations on only four of the five parking garage rooftops. No PV systems will be installed at Lot R parking garage located at 528 High Street due to the high cost to develop that particular parking structure. Once the Lease is approved, Komuna will have site control, which is required in order to submit an application for the CLEAN Program. At that point, Komuna will apply to the CLEAN Program to process a PPA. The estimated design size of the generating facility is 1.3 MW, or 43 percent of the CLEAN program capacity. The final system size is contingent upon approval of Building Permit/Plan Check review. Summary of Key Lease Terms Lease Term 25 years, no option to extend Solar Project Size 1.3 MW, approximately 43% of the CLEAN Program’s capacity Location 4 (rather than the original 5) City Garages located in downtown Palo Alto and near California Avenue Rental Payments $20,000 annually for all four garages, $5,000 per garage. No payment escalator Buyout Option Available at years 10, 15, 20 and 25 for fair market value Security  $25,000 in more conventional security deposit that can be used for failure to pay rent, clean property; and  Completion assurance (e.g. bond, letter of credit) at estimated cost of construction, that City is authorized to draw on to guarantee performance of all covenants and conditions. Parking Impacts and Mitigation  Komuna starts paying rent at when the construction commences, continuing through operational period. If construction is delayed, in addition, liquidated damages apply on a lump sum basis, per garage and range from $632-$1,820 per garage, per day.  Komuna compensates City for permanent loss of parking – which cannot exceed two spaces lost per garage – at the City’s in lieu fee in effect at the time. EV Chargers  City to own, operate; prevailing wage requirement included City of Palo Alto Page 5  Developer to construct six total EV chargers (3 dual head chargers) in three garages; install wiring for additional twenty chargers (ten dual head chargers) in all four garages Next Steps If Lease Agreement approved, Komuna will have site control and be eligible to apply for CLEAN Program Lease Payments and Electric Vehicle Chargers The Lease Agreement includes a total annual payment of $20,000 for the four parking garages, or $5,000 per garage. Based on the City Council’s direction, the lease income will be directed to the Utilities Electric Fund to offset the cost of the CLEAN program. (Staff report 5849; Action Minutes) This will reduce the amount by which the CLEAN program rate exceeds the current avoided cost of solar electricity. The current CLEAN program rate is 16.5 ¢/kWh. Successful applicants to the CLEAN Program secure this higher rate for the term of their project, even if Council later reduces the rate. The avoided cost of solar electricity, which is falling, is discussed in more detail in Staff Report 5849. Although the lease terms include lower rent than was discussed during negotiations with the first proposer, the Lease requires installation of 18 new Level 2 EV chargers (3 dual head chargers in three garages) and electrical infrastructure to support an additional 80 future new Level 2 chargers (ten dual head in all four garages). These chargers will be owned, operated and maintained by the City. The EV chargers and infrastructure, as well as the generating facilities, provide value and notable benefits to the City, beyond rental revenue alone. It is difficult to lease or use the area above the top floor in a parking garage. Here, lease of the parking garages enables the City to use that area for which it would otherwise not have a use, while simultaneously improving upon them in several ways. The solar array provides shade amenities to the top level of the parking garages, which benefit the parking district. In addition, there is community value associated with having more EV chargers and installation of infrastructure for even more in the future available in the City. Though use of EV chargers is currently free, the Policy and Services Committee is expected to soon consider options for changing the City of Palo Alto Page 6 City’s current policy of free use of EV chargers. Changes to EV charging policy may result in additional revenues to the City related to the Lease. In addition, the Lease is consistent with the City’s policy goals of developing local solar generation facilities. Buyout and System Ownership Komuna would install and maintain the generating facilities for a term beginning with the Lease execution and ending twenty-five years after commencement of commercial operation of all the generating facilities. At the end of the twenty- five year term, Komuna is required to remove the generating facilities and restore the parking structure to the original condition. Komuna is required to post a $25K security deposit which covers failure to pay rent, to repair damages caused by Komuna’s acts or omissions, or expenses to clean the property upon end of the term. In addition, Komuna must post security based on the estimated cost of construction or $3.05 per watt. The City can draw on this completion assurance to guarantee Komuna’s full performance of all Lease obligations. The City has the option to buy-out one or more of the generating facilities at the 10, 15, 20 or 25 year anniversary date. If the City exercises the buy-out option, the City will pay Komuna the fair market value of the generating facility or facilities as determined by a third party appraiser. Public Purpose Taking, Property Transfer and Default The City has the right to take any or all of the properties for any public purpose at any time during the term of the Lease. If the City takes a property for any public purpose, the City can choose between finding an alternative City-owned site which has substantially similar insolation and access to the grid as the existing property or paying a termination payment (Termination Payment). If the City finds a new site, the City will pay for the reasonable costs of removal and reinstallation, and will reimburse Komuna for any production revenues lost in excess of ten days. If the City does not locate an alternate site, the amount of the Termination Payment owed is set forth as a specific lump sum amount in Schedule 23.2 of Attachment A. The Termination Payment is different for each generating facility and decreases each year over the term. Schedule 23.2 of Attachment A describes the Termination Payment in detail, which is generally near $1MM for an individual facility in year 1 and decreases to between $45K to $81K in year 25. City of Palo Alto Page 7 The City also has the ability to transfer any or all of the properties at any time during the term. If the City is no longer the lessor on the property, the City would pay Komuna the Termination Payment, unless the new lessor has reasonably acceptable credit or the City provides reasonably acceptable credit support. The Lease also provides that if the City defaults under the Lease, then the City will pay a Termination Payment to Komuna. For a default to occur, the City would need to undergo a bankruptcy-type event or to materially breach a material term of the Lease after a 30-day cure period. An administrative or operational error or omission is not an event of default. If the Lease terminates and the City pays Komuna a Termination Payment, Komuna’s CLEAN PPA for that parking facility will also terminate. Construction Phasing/Loss of Parking The Lease Agreement estimates that it will take six weeks to construct the generating facility. Construction of the generating facilities may require Komuna to temporarily restrict access to all, or portions of the parking garages’ top floors during that time; however, the Lease Agreement anticipates that the parties will work together to mutually agree upon a construction schedule for the generating facilities. As part of that process the City will look to phase construction if necessary and mitigate potential parking impacts for instance, by constructing the facilities consecutively so that only one downtown and California Avenue garage may be under construction concurrently. Note that Komuna starts paying rent when generating facility construction commences, and continues to do so through the operational period. The lease does not charge Komuna a separate fee for the parking structure closure during the six-week construction period above and beyond those rent payments. In addition to working with Komuna to establish a mutually agreeable construction schedule, the Lease imposes penalties in the form of liquidated damages on Komuna if construction (and any related parking closures) extends beyond the initial six week construction estimate. If construction is delayed, Komuna must pay a penalty. After the six-week period, liquidated damages will be assessed at a fixed daily rate per garage calculated based on the number of impacted parking spaces multiplied by the maximum daily parking rate for each City of Palo Alto Page 8 garage. This liquidated damages amount ranges from $632.00 per day for the 475 Cambridge Garage to $1820.00 per day for the Bryant Garage, and is described in a table in the Lease. While Komuna anticipates no permanent loss of parking from the generating facility’s support infrastructure, the Lease Agreement allows for a maximum of two parking spaces to be permanently lost for each garage. In this instance, Komuna would pay parking elimination fees in the amount of parking in-lieu fee, which is currently $65,475 per space. In addition, Komuna will pay for parking not on the top floor at the then-posted daily parking rate. Design/Planning Review According to terms and conditions of the Lease Agreement, Komuna is responsible for obtaining all approvals and permits as part of the planning entitlement and building permit process. In discussions with Planning staff it is anticipated that the solar installations will require architectural review. The one percent for art requirement was discussed during RFP development and staff determined the requirement did not apply to this project as it is electrical equipment on top of a building. Resource Impact The PV facilities will be installed and maintained at Komuna’s expense. If the City owed a Termination Payment as the result of a public purpose taking or a sale or transfer of property to another entity, it is anticipated that payment of the Termination Payment would be a negotiated part of the underlying transaction. However, if that was not accomplished or in the case of a City default, a Termination Payment could be a General Fund expense. Komuna also intends to apply to the Palo Alto CLEAN program and expects to meet all requirements of that program and secure the existing CLEAN Program Rate of $0.165 kWh fixed over the 25-year term. No additional city funding will be used for this project. The annual $20,000 lease payment will be directed to the Utilities Electric Fund per Council direction. Additionally, Council consideration of the current policy on fees for EV charging may result in additional revenues. Policy Implications City of Palo Alto Page 9 Entering into a new lease agreement is consistent with policies and programs in the Comprehensive Plan promoting smart energy development and City and private sector collaboration for effective development of alternative clean and sustainable energy programs. Environmental Review Approval of the Lease Agreement does not require review under the California Environmental Quality Act: (1) for the solar PV facilities, because section 21080.35 of the California Public Resources Code specifies that CEQA does not apply to the installation of a solar energy system on the roof of an existing building or at an existing parking lot; and (2) for the installation of EV Chargers, which is categorically exempt pursuant to CEQA Guidelines section 15303 (construction and location of limited numbers of new, small facilities and structures) and CEQA Guidelines section 15301 (existing facilities). Attachments:  Attachment A - Komuna Lease Agreement (PDF)  Komuna Lease Agreement & Exhibits FINAL 1.14.2016 (PDF) 999019-eml LEASE AGREEMENT BETWEEN THE CITY OF PALO ALTO AND KOMUNA PALO ALTO LLC This lease agreement ("Lease") is made and entered into this _____ day of __________, 2016 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City" or “Lessor”) and Komuna Palo Alto LLC, a Delaware limited liability company ("Lessee"). City and Lessee may be referred to individually as a “Party” or collectively as the “Parties.” RECITALS WHEREAS, City is the owner of four (4), multi-level parking facilities in Palo Alto, California, two (2) of which are near downtown Palo Alto and two (2) of which are near California Avenue; and WHEREAS, City desires to lease a portion of each of the four (4) parking facilities to Lessee for the purpose of installing, constructing, operating and maintaining a solar powered electric generating project to be owned, maintained and operated by Lessee for the Term of this Lease; and WHEREAS, City also desires and Lessee also has agreed to install three (3) electric vehicle chargers capable of charging six vehicles in each of three (3) of the four (4) parking facilities, and to install wire, conduit, switchgear and any electrical capacity upgrades necessary to support an additional ten (10) electric vehicle chargers capable of charging upon full installation twenty (20) vehicles in each of the four (4) parking facilities, which upon installation will be owned, maintained and operated by City; and WHEREAS, Lessee desires to lease portions of the parking facilities from City in order to install, construct, maintain and operate such solar powered electric generating project, and to gain the necessary access to install such electric vehicle chargers, conduit and switchgear; and WHEREAS, the leasehold rights granted to Lessee by the City in this Lease combine Ground Floor Area and Air Rights Parcels; and WHEREAS, the City desires to purchase from Lessee and Lessee desires to sell to the City the entire energy output of the Generating Facility pursuant to the terms and conditions of a Power Purchase Agreement for Eligible Renewable Energy Resource under the Palo Alto Clean Local Energy Accessible Now Program (the “CLEAN PPA”); and WHEREAS, following a competitive selection process consistent with the requirements of section 2.30 of the Palo Alto Municipal Code, the City Council authorized the City to enter into this Lease with Lessee on ____________, 2016. NOW, THEREFORE, in consideration of these Recitals and the following covenants, terms, and conditions, Lessee and City mutually agree as follows: LEASE PROVISIONS DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F Attachment A LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 2 Rev.: 1/29/15 1. INTERPRETATION; EXHIBITS. 1.1. Interpretation. 1.1.1. The captions of the various sections, paragraphs and subparagraphs of this Lease are for convenience only and shall not be considered or referred to in resolving questions of interpretation. 1.1.2. In construing or interpreting this Lease, the word "or" shall not be construed as exclusive and the word "including" shall not be limiting. 1.2. Recitals. The Recitals set forth above are true and correct and are hereby incorporated into this Lease as if fully set forth herein. 1.3. Exhibits. The following Exhibits are attached to and made part of this Lease as if fully set forth herein. Exhibit “A” – DEFINITIONS Exhibit “B” – DESCRIPTION OF SITE Exhibit “C” – DESCRIPTION OF PREMISES Exhibit “D” – IMPROVEMENTS Exhibit “E” – WORK SCHEDULE Exhibit “F” – MEMORANDUM OF LEASE Exhibit “G” – INSURANCE REQUIREMENTS Exhibit “H” - FORM OF CLEAN PPA Exhibit “I” - FORM OF CLEAN PPA INTERCONNECTION AGREEMENT Exhibit “J” - FORM OF LENDER CONSENT AND AGREEMENT 2. DEFINITIONS. Capitalized terms used in the Lease and not otherwise defined herein have the meanings set forth in Exhibit “A” (Definitions), which is attached to and made part of this Lease as if fully set forth herein. 3. LEASE. City hereby leases to Lessee, in accordance with the terms and conditions hereafter set forth, a bundle of rights consisting of Air Rights Parcels and Ground Floor Areas (both of which are described more specifically in Exhibit “C” (Description of Premises)) of the Property necessary to allow for the installation, maintenance, operation of the Generating Facility and installation of the EV Chargers and Infrastructure (which upon installation shall be owned, maintained and operated by City). Unless specifically provided in this Lease, Lessee accepts the Property “as-is” on the Effective Date of this Lease. 4. TERM, TERMINATION. 4.1. Term. 4.1.1. Definition. This Lease shall commence on the Effective Date and shall DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 3 Rev.: 1/29/15 remain in effect until, for each of the four (4) Properties: 4.1.1.1. The Operations Period has expired (the “Term”); or 4.1.1.2. The Lease has been terminated by either the City or Lessee in accordance with the terms of this Lease. 4.1.2. Fifty-Year Limit. Notwithstanding the provisions of this section, under no circumstances shall the Term of this Lease extend beyond fifty (50) years, consistent with section 7 of the City Charter. 4.2. Termination. The City, in its sole discretion, shall have the right to terminate this Lease as follows: 4.2.1. Public Purpose. If the City determines that it requires any individual, any combination or all parking garage facilities or portions thereof included in the Site at any time or multiple times during the Term for any public purpose as determined by City in its sole discretion, upon sixty (60) days prior written notice to Lessee, the City may in its sole discretion: 4.2.1.1. Find an alternative City owned replacement site or sites, that has or have substantially similar insolation and reasonably acceptable access to the utility grid (with appropriate upgrades or otherwise), that Lessee may use for the Generating Facility or Generating Facilities, as applicable; provided, however, that the City shall pay for the reasonable costs of removal, lost revenue from production (for any down time exceeding ten (10) days) and costs of reinstallation of the Generating Facility (including interconnection and utility related fees) or Generating Facilities from the existing Site to the new site (after which such new parking garage facility or facilities shall thereafter be referred to as the “Site”); provided further that Lessee shall use commercially reasonable efforts to remove and reinstall the Generating Facility or Generating Facilities without delay and endeavor to minimize lost production time; or 4.2.1.2. Terminate the Lease with respect to any individual or all parking garage facilities included in the Site and pay Lessee within sixty (60) days the termination value set forth on Schedule 23.2 attached hereto; provided that Lessor and Lessee each agree that termination of this Lease with respect to any individual or all parking garage facilities included in the Site shall cause a termination of the CLEAN PPA with respect to such individual or all parking garage facilities included in the Site. 4.2.2. Hazardous Materials. In the event that: 4.2.2.1. Any anticipated use of the Property by Lessee involves the generation or storage, use, treatment, disposal, or release of DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 4 Rev.: 1/29/15 Hazardous Materials; 4.2.2.2. Lessee has been required by any lender or governmental authority to take remedial action in connection with Hazardous Materials contaminating the Property, or the Site, if the contamination resulted from Lessee’s actions, omissions or use of the Property; or 4.2.2.3. Lessee is subject to an investigation or enforcement order issued by any governmental authority in connection with the release, use, disposal, or storage of a Hazardous Materials on the Property or Site. 4.2.3. Event of Default. City may terminate this Lease following an Event of Default in accordance with section 23 of this Lease. 4.3. Buyout Option for Generating Facilities. At certain points during the Term or at expiration of the Term, the City may elect a Buyout Option for any one, any combination, or all of the four (4) Generating Facilities: 4.3.1. Buyout Option Price for all Generating Facilities. On the tenth (10th), fifteenth (15th), twentieth (20th), and twenty-fifth (25th) anniversary of the earliest individual Generating Facility to achieve its Commercial Operation Date, the City has the option to purchase all four (4) Generating Facilities on the Properties at a price determined to be the fair market value of all four (4) Generating Facilities as of such anniversary date, as applicable, calculated according to Section 4.3.3.3. 4.3.2. Buyout Option for Individual Generating Facilities. The City may exercise its Buyout Option provided in Section 4.3.1 with respect to any individual Generating Facility, in its discretion. The Buyout Option price for each individual Generating Facility will be calculated by determining the fair market value of all four (4) Generating Facilities as of such anniversary date, as applicable, calculated according to Section 4.3.3.3. and multiplying such value by a fraction that is (A) the Generating Facility’s capacity as of the commencement of operations of that Generating Facility over (B) the total capacity of all such Generating Facilities on the date each commenced operations. 4.3.3. Exercise of Buyout Option; Notice; Fair Market Value. 4.3.3.1. For all four (4) Generating Facilities. If the City desires to exercise its Buyout Option for all four (4) Generating Facilities at once, City will, no later than six (6) months prior to the applicable anniversary date of the Generating Facility with the earliest Commercial Operation Date, notify Lessee of City’s election to exercise its Buyout Option for all four (4) Generating Facilities. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 5 Rev.: 1/29/15 4.3.3.2. For an individual Generating Facility. If the City desires to exercise this Buyout Option for an individual Generating Facility, City will, no later than six (6) months prior to the applicable anniversary date of the Commercial Operation Date for that Generating Facility, notify Lessee of City’s election to exercise its Buyout Option. 4.3.3.3. “Fair Market Value”. The “fair market value” of the Generating Facilities shall be determined by an independent, third party appraiser mutually agreed upon by Lessor and Lessee having substantial experience in the valuation of solar facilities similar to the Generating Facility or Generating Facilities, as applicable. If Lessor and Lessee are unable to agree, then each of Lessor and Lessee shall designate an appraiser who shall designate a third appraiser having substantial experience in the valuation of solar facilities similar to the Generating Facility or Generating Facilities, as applicable, to perform the fair market value appraisal. The reasonable costs of such fair market value appraisal shall be borne by Lessor. 4.4. Removal of Generating Facility. 4.4.1. Except where a Buyout Option is exercised with respect to the relevant Generating Facility, for any individual, or for all four (4) Properties as applicable, Lessee shall at its sole expense, remove the Generating Facility and all its associated equipment and materials completely and vacate the Property and restore the Property to its original conditions, within ninety (90) days of: 4.4.1.1. Upon expiration of the Term; or 4.4.1.2. Upon termination. 4.4.2. The Parties expect reasonable wear and tear; provided, however, that Lessee shall repair to the reasonable satisfaction of City any damage to the Property caused by the Generating Facility or its removal. 4.4.3. Before departure, Lessee shall return any of City’s keys or personal property to City in good, clean and sanitary condition, reasonable wear and tear excepted. 4.4.4. Lessee shall allow City to inspect the Property to verify the condition of the Property and its contents. At City’s request, Lessee agrees to participate in a walk-through inspection of the Property to verify the Property’s condition. 4.4.5. City shall provide Lessee with reasonable access to perform the necessary removal activities. 4.4.6. Upon City request, the usual and customary lighting, plumbing, utility and heating fixtures shall remain upon the Property upon termination or DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 6 Rev.: 1/29/15 expiration of this Lease. RENT. 4.5. Rent. Lessee agrees to pay Rent to the City during the Term of this Lease on the schedule and in the amounts set forth in this Lease. 4.5.1. Schedule. 4.5.1.1. Annual, Payable in Advance. Lessee agrees to pay City Rent in the amounts set forth in section 5.1.2.3. Rent shall be paid on an annual basis, in advance for the upcoming year on July (1st) of each year. 4.5.1.2. Proration. Rent due for any partial year hereunder shall be prorated. 4.5.2. Amount. 4.5.2.1. Definitions. 4.5.2.1.1. “Initial Period” means, for each individual Property, the period commencing on the Effective Date and continuing until the commencement date of the Construction Period. 4.5.2.1.2. “Construction Period” means, for each individual Property, the Scheduled Construction Period, plus the Delayed Construction Period, if any. 4.5.2.1.3. “Scheduled Construction Period” means the period commencing on the Construction Start Date for the Generating Facility identified in Exhibit “E” (Work Schedule) for the Property continuing through the date by which Lessee is set to achieve the Commercial Operation Date for the Generating Facility, according to Exhibit “E” (Work Schedule). 4.5.2.1.4. “Delayed Construction Period” means, for each individual Property, the period commencing the day following the date Lessee was due to achieve its Commercial Operation Date for the Generating Facility according to Exhibit “E” (Work Schedule) to this Lease continuing through the date Lessee takes to actually achieve its Commercial Operation Date for the Generating Facility. 4.5.2.1.5. “Operations Period” means, for each individual Property, the period commencing with the actual DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 7 Rev.: 1/29/15 Commercial Operation Date for the Generating Facility, continuing until the twenty-fifth (25th) anniversary of such Commercial Operation Date. 4.5.2.2. Initial Period Rent. The Rent during the Initial Period for all Properties is zero dollars ($0.00). 4.5.2.3. Construction Period Rent; Operations Period Rent. 4.5.2.3.1. Amount. The Rent during the Construction Period and the Operations Period is as set forth below: PROPERTY RENT Construction Period Operations Period (per year) PRO RATA SHARE OF TOTAL RENT AMOUNT 475 Cambridge Garage $5,000 25% 275 Cambridge Garage $5,000 25% Webster Garage $5,000 25% Bryant Garage $5.000 25% TOTAL RENT AMOUNT $20,000 100% 4.5.2.3.2. Calculation. The Rent during the Construction Period and the Operations Period for each individual Property is calculated based on that Property’s pro rata share of the Total Rent Amount. 4.5.2.4. Delayed Construction Period Penalties. In addition to Lessee’s obligation to pay Rent during Delayed Construction Period(s), if any, Lessee is also subject to Delay Liquidated Damages during the Delayed Construction Period, pursuant to section 6.2 of this Lease. 4.6. Rent Payment Procedures. 4.6.1. Rent shall be due and payable by Lessee promptly upon receipt of an invoice from City therefore and rent shall be delivered to City’s Revenue Collections Division, 250 Hamilton Avenue, PO Box 10250, Palo Alto, CA 94303. This designated place of payment may be changed at any time by City upon ten (10) days advanced written notice to Lessee. 4.6.2. Lessee agrees that acceptance of any late or incorrect Rent or other payment submitted by Lessee shall not constitute an acquiescence or waiver by City and shall not prevent City from enforcing section 5.4 (Late Charge) or any other remedy provided in this Lease. Rent payments shall be effective upon DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 8 Rev.: 1/29/15 receipt by City. 4.6.3. Acceptance of Rent shall not constitute approval of any unauthorized sublease or use, nor constitute a waiver of any non-monetary breach by Lessee. 4.6.4. City may apply any payment received from Lessee at any time against any obligation due and owing by Lessee under this Lease, regardless of any statement appearing on or referred to in any remittance from Lessee or any prior application of such payments. 4.7. Partial Payment. The receipt by City of a partial payment of any amount due to City endorsed as payment in full will be deemed to be a partial payment only. City may accept and deposit said check without prejudice to its right to recover the balance. Any endorsements or statements on the check or any letter accompanying the check shall not be deemed an accord and/or satisfaction. Lessee's obligation (without prior notice or demands) to pay Rent and all other amounts due hereunder shall be absolute and unconditional, and not subject to any abatement, set off, defense, recoupment or reduction. 4.8. Late Charge. 4.8.1. Lessee acknowledges late payment of Rent will cause City to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing, accounting and late charges that may be imposed on City. 4.8.2. Therefore, if City does not receive any installment of Rent due from Lessee within ten (10) days after the date such Rent is due, Lessee shall pay to City an additional sum of five percent (5%) of the overdue Rent as a late charge. 4.8.3. The Parties agree this late charge represents a fair and reasonable estimate of the costs City will incur by reason of late payment of Rent by Lessee. 4.8.4. Acceptance of any late charge shall not constitute a waiver of any Lessee Event of Default with respect to the overdue amount, nor prevent City from exercising any of the other rights and remedies available to City. 5. PARKING FEES 5.1. Parking Elimination Fees. The Parties agree that if the installation, maintenance and/or operation of the Generating Facilities cause any permanent loss of use or reduction of up to two (2), but no more than two (2), parking spaces at each individual Site at any time during the Term, Lessee shall compensate Lessor for such loss of parking spaces in an amount equal to (a) the fee set forth under the heading, “Parking in lieu for the Downtown Assessment District,” on the municipal fee schedule entitled, “City of Palo Alto Development Impact Impacts,” in effect at the time such loss initially occurs (the “In-Lieu Parking Fee”), multiplied by (b) the number of permanently eliminated parking spaces (the “Parking Elimination Fees”). The In-Lieu Parking Fee is updated annually by DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 9 Rev.: 1/29/15 City. As of June 14, 2015, the In-Lieu Parking Fee is sixty five thousand, four hundred and seventy-five dollars ($65,475.00) per parking space. Lessee shall pay City any Parking Elimination Fees promptly after receipt of an invoice therefor. Notwithstanding any provision to the contrary, the installation, maintenance and/or operation of the Generating Facilities shall not cause a permanent loss of more than two (2) parking spaces per individual Site. 5.2. Delay Liquidated Damages. 5.2.1. In the event that Lessee enters the Delayed Construction Period, Lessee shall pay City the Delay Liquidated Damages as set forth in section 6.2.2. Lessee shall pay City such Delay Liquidated Damages every fourteen (14) days after receipt of an invoice therefor while in the Delayed Construction Period. 5.2.2. During the Delayed Construction Period, Lessee will be assessed Delay Liquidated Damages on a daily basis according to the table set forth immediately below. Such Delay Liquidated Damages shall be cumulative and apply to and across all Properties during a Delayed Construction Period. Property Daily Delay Liquidated Damages Per Property 475 Cambridge Garage $632.00 275 Cambridge Garage $768.00 Webster Garage $1400.00 Bryant Garage $1820.00 5.2.3. The Parties agree that the Delay Liquidated Damages set forth in section 6.2.2 are reasonable and represent a fair and genuine estimate of the damages that City will suffer if Lessee enters the Delayed Construction Period. The Parties acknowledge that it would be impracticable or extremely difficult to fix actual damages in such circumstances, and therefore they have deemed the Delay Liquidated Damages set forth above to be the amount of damage sustained by City upon the occurrence of such circumstances. 6. SECURITY DEPOSIT. 6.1. Amount. Lessee agrees to provide City with a Security Deposit of twenty-five thousand dollars ($25,000.00). DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 10 Rev.: 1/29/15 6.2. Use of Security Deposit. Within ten (10) days of the Effective Date of this Lease, Lessee shall deliver to City its Security Deposit. City may use these funds as are reasonably necessary to remedy any Lessee’s failure to pay Rent, to repair damages caused by Lessee’s acts or omissions, or expenses incurred to clean the Property upon termination of tenancy. 6.3. Reinstatement of Security Deposit. If any portion of the Security Deposit is used towards Rent or damages at City's sole discretion, Lessee agrees to reinstate the total Security Deposit upon receipt of ten (10) days written notice from City. 6.4. Return of Security Deposit. City agrees to provide the balance of Security Deposit, if any, to Lessee’s last known address within thirty (30) days of the completion of surrender and removal at all four (4) Properties. 7. USE OF PROPERTY. 7.1. Required Uses. Throughout the term of this Lease, Lessee shall provide the following uses, services and activities (“Required Uses”) at the Property: installation, operation and maintenance of the Generating Facility in Exhibit “D” (Improvements) of this Lease, and installation of EV Chargers and Infrastructure, also described in Exhibit “D” (Improvements) for City ownership. 7.2. Permitted Uses. Lessee may not use the Property for any purpose other than the Required Uses without City's prior written consent, which consent may be withheld in the City’s sole and absolute discretion. 7.3. Prohibited Uses. Lessee shall not use Property for any purpose not expressly permitted hereunder. 7.3.1. Lessee shall not create, cause, maintain or permit any nuisance or waste in, on, or about the Property, or permit or allow the Property to be used for any unlawful or immoral purpose. Lessee shall not do or permit to be done anything in any manner which unreasonably disturbs the users of the City Property or the occupants of neighboring property. Specifically, and without limiting the above, Lessee agrees not to cause any unreasonable odor, noise, vibration, power emission, or other item to emanate from the Property. 7.3.2. No materials or articles of any nature shall be stored outside upon any portion of the Properties. Lessee will not use Property in a manner that increases the risk of fire, cost of fire insurance or improvements thereon. 7.3.3. No unreasonable sign or placard shall be painted, inscribed or placed in or on said Property; and no tree or shrub thereon shall be destroyed or removed or other waste committed of said Property. 7.3.4. No bicycles, motorcycles, automobiles or other mechanical means of transportation shall be placed or stored anywhere on the Property except for the garage or driveway. No repair, overhaul or modification of any motor DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 11 Rev.: 1/29/15 vehicle shall take place on the Property or the street in front of said Property. 7.3.5. Lessee, at its own expense, shall keep the Property in as good condition as it was at the beginning of the terms hereof, except damage occasioned by ordinary wear and tear, and except damage to the publically accessible areas, roof, sidewalks and underground plumbing, which is not the fault of Lessee. 7.4. Condition and Use of Property. City makes no warranty or representation of any kind concerning the condition of the Property, or the fitness of the Property for the use intended by Lessee, and hereby disclaims any personal knowledge with respect thereto, it being expressly understood by the Parties that Lessee has personally inspected the Property, knows its condition, finds it fit for Lessee’s intended use, accepts it as is, and has ascertained that it can be used exclusively for the Required Uses, and any Permitted Uses authorized by City. 8. HAZARDOUS MATERIALS. 8.1. Use of Hazardous Materials Prohibited. Lessee shall not cause or permit any Hazardous Material (as defined in Exhibit “A” (Definitions)) to be brought upon, kept or used in or about the Property by Lessee, its agents, employees, contractors or invitees. 8.2. City’s Right to Perform Tests. At any time during the Term, City shall have the right to enter upon the Property in order to conduct tests of water, soil and other relevant media or substances to assess the environmental condition of the Property. 9. UTILITIES AND OPERATING EXPENSES. 9.1. Lessee shall fully and promptly pay for all expenses associated with Lessee’s use of the operation Property, including but not limited to the furnishing of gas, water, sewer, electricity, telephone service, garbage pickup and disposal, landscaping installation and maintenance, and other public utilities associated with the Required Uses or Permitted Uses by Lessee. 9.2. Subject to Lessee’s obligation to pay for such utilities service set forth in section 10.1 of this Lease, City shall furnish to the Properties reasonable quantities of gas, electricity, water, sewer and refuse collections services as required for Lessee’s and City’s continued use. However, if City is required to construct new, improved or additional installations in connection with utilities, including, without limitation, wiring, plumbing, conduits, transformers, and mains, resulting from the Required Use or Permitted Use by Lessee, Lessee shall pay to City the total cost of such new, improved or additional installations in the amounts and in accordance with any schedule set forth in the City’s Utilities Rules and Regulations, as the same may be amended from time to time. 10. TAXES. 10.1. Payment of Real Property Taxes. Lessee shall pay Lessee’s share of all Real Property Taxes that become due and payable to City on or before the later of ten (10) days prior to the delinquency thereof or three (3) days after the date on which Lessee receives a copy of the tax bill and notice of City’s determination hereunder. Lessee’s liability to pay Real DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 12 Rev.: 1/29/15 Property Taxes shall be prorated on the basis of a three hundred sixty-five (365) day year to account for any fraction or portion of a tax year included in the Lease term at the commencement or expiration or termination of the Lease. 10.2. Revenue and Taxation Code. Lessee specifically acknowledges it is familiar with section 107.6 of the California Revenue and Taxation Code. Lessee realizes that a possessory interest subject to property taxes may be created, agrees to pay any such tax, and hereby waives any rights Lessee may have under said California Revenue and Taxation Code section 107.6. 10.3. Personal Property Taxes. Lessee shall pay before delinquent, or if requested by City, reimburse City for, any and all taxes, fees, and assessments associated with the Property, the personal property contained on the Property and other taxes, fees, and assessments regarding any activities which take place at the Property. Lessee recognizes and understands in accepting this Lease that its interest therein may be subject to a possible possessory interest tax that City or County may impose on such interest and that such tax payment shall not reduce any rent due City hereunder and any such tax shall be the liability of and be paid by Lessee. 11. CONTRACTORS, CONSULTANTS; WORK HOURS 11.1. Contractors, Consultants. 11.1.1. Any contractor or consultant engaged by Lessee to install, construct, operate or maintain the Generating Facility or Generating Facilities, or to install the EV Chargers and Infrastructure must be properly licensed. 11.1.2. Lessee agrees to advise the City of any contractors or consultants involved in the installation or construction of the Improvements in advance of the commencement of the Construction Period for the Generating Facility or the installation and construction of EV Chargers and Infrastructure. 11.1.3. Lessee is responsible for the conduct of its contractors and consultants, and any subcontractors thereto, and City shall have no contractual relationship with any such contractors or consultants. 11.1.4. All Lessee’s contractors and consultants must carry public liability and property damage insurance, standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements, during the period of construction consistent with requirements set forth in Section 27 (Insurance). Such insurance shall contain waiver of subrogation clauses in favor of City and Lessee in accordance with the Provisions of Exhibit “G” (Insurance Requirements). 11.2. Work Hours. 11.2.1. Except for emergency situations or unplanned outages, Lessee shall cause all installation, construction, maintenance or operations work to be performed as authorized by Lessee’s permit. All such work shall be in a manner that DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 13 Rev.: 1/29/15 minimizes interference with City and City’s employees, visitors, tenants, licensees and their customers to the extent commercially practicable. Lessee shall notify the Lease Administrator at least seventy two (72) hours in advance of such work, including where such activities could result in the loss of or limitation of access to the Site. Lessee shall schedule such activities in coordination with the City to minimize said loss or limitation of access to the Site. 11.2.2. Except as expressly set forth in Exhibit “E” (Work Schedule), the Property, and the Site shall remain open for business to during the Construction Period and the Operations Period. 11.2.3. As set forth in section 5 (Rent) and section 6 (Parking Fees) of this Lease, Lessee shall compensate the City for any loss of access, or exclusive use by Lessee, of common areas and associated parking spaces at the Site. If Lessee or any of its agents, suppliers or subcontractors parks any vehicles in parking spaces not on the top floor of any Site, Lessee shall compensate City for such temporary parking usage at the daily posted parking rate then in-effect for such Site during the Term. 12. OWNERSHIP OF IMPROVEMENTS. 12.1. Generating Facilities. Title to the Generating Facility placed on the Property by Lessee shall be held by Lessee during the Term, subject to City’s exercise of its Buyout Option. 12.1.1. In the event City exercises its Buyout Option, Lessee shall take whatever actions are necessary to transfer fee title ownership of the Generating Facility placed by Lessee on the Property to City, free and clear from any lien, or monetary or other encumbrances. 12.1.2. Should this Lease be terminated for any reason prior to the expiration of the Term, other than as a result of the City exercising its Buyout Option as provided for in section 4.3, all the Generating Facility placed by Lessee on the Property shall remain under the ownership of Lessee and shall be removed by Lessee in accordance with section 4.4 of this Lease. 12.1.3. City acknowledges and agrees that: 12.1.3.1. Notwithstanding that the Generating Facilities are a fixture on the Property, the City has no ownership interest in the Generating Facilities, other than as set forth in this Lease (Buyout Option) and Lessee is the exclusive owner and operator of the Generating Facilities; 12.1.3.2. The Generating Facilities, may not be sold, leased, assigned, mortgaged, pledged or otherwise alienated or encumbered (collectively, a “Transfer”) with the fee interest or leasehold rights to the Property by City; and DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 14 Rev.: 1/29/15 12.1.3.3. Nothing shall prevent or limit City’s right to Transfer the Property or the Site; provided, however that: 12.1.3.3.1. City agrees to give Lessee at least fifteen (15) days written notice prior to any Transfer of all or a portion of the Property or the Site identifying the transferee, the portion of the Property or the Site to be transferred and the proposed date of transfer; and 12.1.3.3.2. City agrees that this Lease and any right-of-way granted hereunder shall run with the Property and the Site and survive any Transfer of the Property or the Site; provided that if and solely if a Transfer of the Property by the City causes a change to the Lessor, this Lease shall terminate and the termination value on Schedule 23.2 for the applicable year for each Generating Facility shall be payable by Lessor and Lessor and Lessee hereby agree that the CLEAN PPA as to each Site or all Sites, as applicable, shall terminate, unless Lessee otherwise agrees that the new Lessor has acceptable credit quality, which agreement shall not be unreasonably withheld or Lessor provides reasonably acceptable credit support. 12.2. EV Chargers. 12.2.1. Lessor hereby grants Lessee the right to install and the right to locate the EV Chargers and Infrastructure, and Lessee hereby agrees to install the EV Chargers and Infrastructure. To the extent practicable, Lessee agrees to work with City to install the EV Chargers and Infrastructure near existing chargers or in alternate locations that have the potential to maximize construction, operational or other efficiencies for City as directed by City. 12.2.2. Upon completion of installation of EV Chargers and Infrastructure by Lessee: 12.2.2.1. Lessee has no ownership interest in the EV Chargers and Infrastructure, and City is the exclusive owner of the EV Chargers and Infrastructure. 12.2.2.2. Lessee shall take commercially reasonable actions as are necessary to transfer fee title ownership of the EV Chargers and Infrastructure placed by Lessee on the EV Chargers and Infrastructure to City, free and clear from any lien, or monetary or other encumbrances, along with the transfer of any applicable warranties, guarantees, interests or other contracts, held by Lessee to City. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 15 Rev.: 1/29/15 12.2.2.3. The EV Chargers and Infrastructure shall be powered by electricity provided by City at the City’s sole expense. 13. INSTALLATION AND CONSTRUCTION IMPROVEMENTS (GENERATING FACILITIES AND EV CHARGERS AND INFRASTRUCTURE) BY LESSEE. 13.1. Installation and Construction of Improvements. 13.1.1. City Consent. City hereby consents to the installation on the Property of the Improvements by Lessee, including the Generating Facilities and EV Chargers and Infrastructure, as shown in Exhibit “D” (Improvements). Lessee shall use commercially reasonable efforts to cause the installation and construction of such Improvements in accordance with the specifications set forth in Exhibit “D” (Improvements) and Exhibit “E” (Work Schedule) attached to this Lease. 13.1.2. Performance. Lessee shall be responsible for the installation of the Improvements, including all costs associated with the installation of the Improvements. Within thirty (30) days of the Effective Date, Lessee shall commence pre-installation activities relating to the Improvements, which shall include, without limitation and as applicable to the specific Improvement involved, using commercially reasonable efforts to: 13.1.2.1. Obtain financing for construction of the Improvements, if necessary; 13.1.2.2. Execute all contracts, and agreements required for the installation and operation of the Improvements, including, for the Generating Facility, the CLEAN PPA; 13.1.2.3. Execute all agreements required for Utility interconnection of the Generating Facility, including the CLEAN PPA Interconnection Agreement; and 13.1.2.4. Obtain, at no additional cost and expense to City, all Permits necessary for the installation and operation of the Improvements. Lessee is responsible for and City agrees to cooperate in Lessee’s seeking any and all Permits Lessee finds necessary or desirable for the installation of the Improvements. Lessee will carry out the activities set forth in this section in accordance with all applicable laws, rules, codes and ordinances and in such a manner as will not unreasonably interfere with City’s operation or maintenance of the Site as a parking facility. 13.1.3. Construction Standards. 13.1.3.1. Lessee shall in a good, efficient and workmanlike manner, cause to be designed, constructed, and installed within the Property, at DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 16 Rev.: 1/29/15 no cost to City, appropriate equipment, materials and services to adequately accommodate the Improvements and the Required Uses and Permitted Uses (if any) under this Lease. 13.1.3.2. Lessee shall prepare the plans and specifications for approval by the City’s Building Division and Planning & Community Development Divisions as required by the Palo Alto Municipal Code. 13.1.3.3. Lessee shall obtain approval of all such plans and specifications and shall cause the construction of all Improvements to be completed within twelve (12) months of the effective date set forth in the CLEAN PPA. 13.1.3.4. All design and construction performed by or on behalf of Lessee shall materially and substantially conform to the approved plans, specifications, construction and architectural standards approved by City and contained in Exhibit “D” (Improvements). 13.1.3.5. All work shall be performed in a manner that complies with all applicable governmental permits, laws, ordinances and regulations, and shall meet all other requirements contained in this Lease. 13.1.3.6. Lessee shall, and shall cause its contractors to, keep the Site reasonably clear of debris, waste, material and rubbish and to comply with reasonable safety procedures established by City for the conduct of business on the Site. 13.1.3.7. Lessee shall keep the Property free and clear of all claims and liens resulting from construction done by or for Lessee. 13.1.4. Cost of Improvements. Lessee shall pay all costs for construction done or caused to be done by Lessee on the Property as permitted or required by this Lease. Promptly after completion of construction, Lessee shall provide to the Lease Administrator a statement of the reasonable and actual costs of construction for the Improvements described in Exhibit “D”, which statement shall be certified as to accuracy and signed by Lessee under penalty of perjury. 13.1.5. Assurance of Completion. 13.1.5.1. For the Construction of the Improvements. The estimated construction cost of the Improvements set forth in Exhibit “D” to be constructed by Lessee is $3.05 per Watt. Within thirty (30) days of the Effective Date of this Lease, Lessee shall furnish to the Lease Administrator evidence that assures City that sufficient monies are available to Lessee to complete the construction of the Improvements. The amount of such assurance shall be at DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 17 Rev.: 1/29/15 least the estimated construction cost. Evidence of such assurance shall take one of the forms set out below and City is authorized to draw on such assurances to guarantee Lessee’s full and faithful performance of all of the terms, covenants, and conditions of this Lease: 13.1.5.1.1. Completion Bond; 13.1.5.1.2. Performance bond, labor and material bonds, supplied by Lessee’s contractor or contractors, provided the bonds are issued jointly to Lessee and City; 13.1.5.1.3. Irrevocable letter of credit from a financial institution; or 13.1.5.1.4. Any combination of the above. 13.1.5.2. Additional Construction or Alteration. Prior to commencement of any construction or alteration expected to cost more than ten thousand dollars ($10,000.00), Lessee shall furnish the Lease Administrator evidence that assures City that sufficient monies will be available to Lessee to complete the proposed work. Such assurance may be in the form identified in section 14.1.5.1.1 to section 14.1.5.1.4 of this Lease. 13.1.5.3. All bonds and letters of credit must be issued by a company qualified to do business in the State of California and be acceptable to the Lease Administrator. All bonds and letters of credit shall be in a form acceptable to the Lease Administrator, and shall insure faithful and full observance and performance by Lessee of all of the terms, conditions, covenants, and agreements relating to the construction of Improvements or other alterations in accordance with this Lease. 13.1.6. Certificate of Inspection. Upon completion of construction of any building, the Generating Facilities and the EV Chargers and Infrastructure, Lessee shall submit to the Lease Administrator a Certificate of Inspection, verifying that the construction was completed in conformance with Title 20 of the California Code of Regulations for residential construction, or in conformance with Title 24 of the California Code of Regulations for non-residential construction. 13.1.7. As Built Plans. Lessee shall provide the Lease Administrator with a complete set of reproducible “as built plans” reflecting actual construction within or upon the Property upon completion of any: (i) new construction; (ii) structural alterations; or (iii) non-structural alterations costing more than twenty-five thousand dollars ($25,000.00), which shall include, by way of clarification but not of limitation, the Generating Facilities and the EV DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 18 Rev.: 1/29/15 Chargers and Infrastructure. 14. MAINTENANCE AND OPERATION OF GENERATING FACILITIES BY LESSEE 14.1. Maintenance. 14.1.1. City Responsibilities. 14.1.1.1. Site. City shall be responsible for the maintenance and repair of the overall Site, other than the Generating Facility, including main support systems not exclusively serving the Lessee’s facilities, such as electrical system repair, painting, structural repairs, and all maintenance of landscaped areas. 14.1.1.2. EV Chargers and Infrastructure. City shall be responsible for maintenance of all EV Chargers and Infrastructure, which are to be solely owned by City following Lessee’s installation. 14.1.1.3. Common Areas. City shall maintain or cause to be maintained, including repair and replacement as necessary, all Common Areas serving the Property. 14.1.2. Lessee Responsibilities. Lessee shall maintain, at Lessee’s expense, all Generating Facilities, including all related equipment, furnishings and trade fixtures upon the Property in a safe, clean, wholesome, and sanitary condition required for the maintenance and operation of a first-class business of the type to be conducted pursuant to this Lease. Lessee agrees to promptly (and in no case later than within thirty (30) days written notice from City) paint, clean, and abate graffiti, to the complete satisfaction of City, and in compliance with all applicable laws, throughout the term of this Lease. 14.1.3. Waiver of Civil Code. Lessee expressly waives the benefit of any statute now or hereinafter in effect, including the provisions of sections 1941 and 1942 of the Civil Code of California, which would otherwise afford Lessee the right to make repairs at City’s expense or to terminate this Lease because of City’s failure to keep Property in good order, condition and repair. Lessee further agrees that if and when any repairs, alterations, additions or betterments shall be made by Lessee as required by this paragraph, Lessee shall promptly pay for all labor done or materials furnished and shall keep the Property free and clear of any lien or encumbrance of any kind whatsoever. If Lessee fails to make any repairs or perform any maintenance work for which Lessee is responsible within a reasonable time (as determined by the City in the City’s sole discretion) after demand by the City, City shall have the right, but not the obligation, to make the repairs at Lessee’s expense; within ten (10) days of receipt of a bill, Lessee shall reimburse City for the cost of such repairs, including a fifteen percent (15%) administrative overhead fee. The making of such repairs or performance of maintenance by City shall in no event be construed as a waiver of the duty of Lessee to make repairs or perform maintenance as provided in this section. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 19 Rev.: 1/29/15 14.2. Operation. 14.2.1. Generating Facility. 14.2.1.1. Lessee shall be solely responsible for operation and maintenance of the Generating Facility (subject, however, to the obligations and responsibilities of City herein). Lessee’s obligation shall include, without limitation, the obligation to promptly make or pay (as determined by City) for any repairs to the Property or to the Site to the extent directly caused by Lessee, its employees, agents, contractors or subcontractors. 14.2.1.2. Lessee shall bear all risk of loss with respect to the Generating Facility, except: 14.2.1.2.1. As set forth elsewhere in this Lease; or 14.2.1.2.2. For actions or negligence by the City or it agents and employees. 14.2.1.3. Lessee shall operate the Generating Facilities so as to keep such Generating Facilities in good operating condition and repair, in compliance with all applicable laws, and in accordance with generally accepted practices of the electric industry, in general, and the solar generation industry in particular. 14.2.2. EV Chargers and Infrastructure. City shall be responsible for operation of all EV Chargers and Infrastructure, which are to be solely owned by City following Lessee’s installation. 15. RELOCATION 15.1. City may request to move the Generating Facility on either a temporary or permanent basis to another location on the Site or to another site owned by City. 15.2. For any such relocation that is required due to Site work or another purpose unrelated to the Generating Facility, the City is responsible for all associated reasonable costs of removal and reinstallation and must proceed diligently. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 20 Rev.: 1/29/15 16. ALTERATIONS BY LESSEE Lessee shall not make any alterations or modifications to the Property without obtaining the prior written consent of the Lease Administrator. Lessee may, at any time and at its sole expense, install and place business fixtures and equipment within the Property provided such fixtures and installation have been reviewed and approved by the Lease Administrator. 17. REPRESENTATIONS AND WARRANTIES; COVENANTS 17.1. Representations and Warranties. On the Effective Date, each Party represents and warrants to the other Party that: 17.1.1. It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; 17.1.2. The execution, delivery and performance of this Lease is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; 17.1.3. This Lease and each other document executed and delivered in accordance with this Lease constitutes its legally valid and binding obligation enforceable against it in accordance with its terms; 17.1.4. It is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt; 17.1.5. There is not pending or, to its knowledge, threatened against it or any of its affiliates, if any, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Lease; and 17.1.6. It is acting for its own account, has made its own independent decision to enter into this Lease and as to whether this Lease is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of, and understands and accepts, the terms, conditions and risks of this Lease. 17.2. Covenants. Each Party covenants that, during the Term: 17.2.1. It shall continue to be duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; 17.2.2. It shall maintain (or obtain from time to time as required, including through renewal, as applicable) all regulatory authorizations necessary for it to legally perform its obligations under this Lease; and 17.2.3. It shall perform its obligations under this Lease in a manner that does not DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 21 Rev.: 1/29/15 violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it. 18. HOLD HARMLESS, INDEMNIFICATION. 18.1. General Indemnification. Lessee agrees to protect, defend (with counsel acceptable to City), hold harmless and indemnify City, its City Council, commissions, officers, agents, volunteers, and employees from and against any claim, injury, liability, loss, cost, penalties, forfeiture, and/or expense and/or damage, however same may be caused, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom for which City shall become legally liable arising from Lessee’s or its contractors, consultants, agents or assigns negligent, reckless, or wrongful acts, errors, or omissions with respect to or in any way connected with this Lease together with reasonable attorneys' fees and all costs and expenses reasonably incurred by City in negotiating, settling, defending or otherwise protecting against such claims. This indemnity shall be in addition to the Hazardous Materials Indemnity and Indemnity for claims arising out of construction contained in this Lease and shall survive shall survive the expiration of or early termination of the Lease Term. 18.2. Indemnity for Claims Arising Out of Construction. Lessee agrees to protect, defend (with counsel acceptable to City), hold harmless and indemnify City, its City Council, commissions, officers, agents, volunteers, and employees from and against any claim, injury, liability, loss, cost, penalties, forfeiture, and/or expense or damage arising out of work performed on the Property by Lessee or its contractors, consultants, agents or assigns, together with reasonable attorneys' fees and all costs and expenses reasonably incurred by City in negotiating, settling, defending or otherwise protecting against such claims. 18.3. Hazardous Materials Indemnity. Lessee shall protect, defend (with counsel acceptable to City), hold harmless, and indemnify the City, its City Council, commissions, officers, agents, volunteers, and employees harmless from and against any and all claims, injuries, liabilities, costs, penalties, forfeitures, losses, and/or expenses or damages, including without limitation, diminution in value of the Property or Site, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Property or Site, damages arising from any adverse impact or marketing of the Property or Site and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person, or damage to any property whatsoever (including, without limitation, groundwater, sewer systems, and atmosphere), arising from, caused, or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under, or about the Property by Lessee, Lessee’s agents, employees, licensees, or invitees or at Lessee’s direction, of Hazardous Material, or by Lessee’s failure to comply with any law applicable to the use, storage or disposal of Hazardous Materials, whether knowingly or by strict liability. For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sublessees, assignees, contractors, or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee. Lessee’s indemnification obligations shall include, without DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 22 Rev.: 1/29/15 limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Property or Site, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term. 18.4. Waiver of Claims. Lessee waives any claims against City for injury to Lessee’s business or any loss of income therefrom, for damage to Lessee’s property, or for injury or death of any person in or about the Property, from any cause whatsoever, except to the extent caused by City’s active negligence or willful misconduct. 18.5. Notice. Lessee shall give City immediate notice of any claim or liability indemnified against under this Lease. 19. FORCE MAJEURE, DAMAGE AND DESTRUCTION. 19.1. Nontermination and Nonabatement. Except as provided herein, no destruction or damage to the Property by fire, windstorm or other casualty, whether insured or uninsured, shall entitle Lessee to terminate this Lease. City and Lessee waive the provisions of any statutes which relate to termination of a lease when leased property is destroyed and agree that such event shall be governed by the terms of this Lease. 19.2. Force Majeure. Force Majeure shall excuse the performance by Lessee for a period equal to the prevention, delay, or stoppage, except the obligations imposed with regard to Rent to be paid by Lessee pursuant to this Lease. 19.3. Restoration of Property by Lessee. 19.3.1. Destruction Due to Risk Covered by Insurance. If, during the term, the Property is totally or partially destroyed from a risk covered by the insurance described in Section 27 (Insurance), rendering the Property totally or partially inaccessible or unusable, Lessee shall restore the Property to substantially the same condition as it was in immediately before destruction (“Restoration”), whether or not the insurance proceeds are sufficient to cover the actual cost of Restoration. Such destruction shall not terminate this Lease. If the laws existing at that time do not permit the Restoration, either party can terminate this Lease immediately by giving notice to the other Party. 19.3.1.1. Minor Loss. If, during the term of this Lease, the Property is destroyed from a risk covered by the insurance described in Section 27 (Insurance), and the total amount of loss does not exceed twenty thousand dollars ($20,000.00), Lessee shall make the loss adjustment with the insurance company insuring the loss. The proceeds shall be paid directly to Lessee for the sole purpose of making the Restoration of the Property in accordance with this Lease. 19.3.1.2. Major Loss-Insurance Trustee. If, during the term of this Lease, DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 23 Rev.: 1/29/15 the Property is destroyed from a risk covered by the insurance described in Section 27 (Insurance), and the total amount of loss exceeds twenty thousand dollars ($20,000.00), Lessee shall make the loss adjustment with the insurance company insuring the loss and on receipt of the proceeds shall immediately pay them to an institutional lender or title company as may be jointly selected by the Parties ("the Insurance Trustee"). 19.3.2. Destruction Due to Risk Not Covered by Insurance. If, during the term, the Property is totally or partially destroyed from a risk covered by the insurance described in Section 27 (Insurance), rendering the Property totally or partially inaccessible or unusable, Lessee shall engage in Restoration of the Property, whether or not the insurance proceeds are sufficient to cover the actual cost of restoration. Such destruction shall not terminate this Lease. If the laws existing at that time do not permit the Restoration, either Party can terminate this Lease immediately by giving notice to the other Party. 19.3.2.1. If the cost of Restoration exceeds ten percent (10%) of the then replacement value of the Property totally or partially destroyed, Lessee can elect to terminate this Lease by giving notice to City within sixty (60) days after determining the restoration cost and replacement value. If Lessee elects to terminate this Lease, City, within thirty (30) days after receiving Lessee's notice to terminate, can elect to pay to Lessee, at the time City notifies Lessee of its election, the difference between ten percent (10%) of the replacement value of the Property and the actual cost of Restoration, in which case Lessee shall restore the Property. On City's making its election to contribute, each Party shall deposit immediately the amount of its contribution with such institutional lender or title company as may be jointly selected by the Insurance Trustee. If the destruction does not exceed ten percent (10%) of the then replacement value of the Property, Lessee shall immediately deposit the cost of restoration with the Insurance Trustee as provided in Exhibit “G” (Insurance). This Lease shall terminate if Lessee elects to terminate this Lease and City does not elect to contribute toward the cost of Restoration as provided in this section. 19.3.2.2. If the Property is destroyed from a risk not covered by the insurance described in Section 27 (Insurance), and Lessee has the obligation to engage in Restoration of the Property as provided in section 20.3.2 of this Lease, both Parties shall deposit with the Insurance Trustee their respective contributions toward the cost of Restoration. All sums deposited with the Insurance Trustee shall be held for the following purposes and the Insurance Trustee shall have the following powers and duties: 19.3.2.2.1. The sums shall be paid in installments by the DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 24 Rev.: 1/29/15 Insurance Trustee to the contractor retained by Lessee as construction progresses, for payment of the cost of Restoration. 19.3.2.2.2. A ten percent (10%) retention fund shall be established that will be paid to the contractor on completion of Restoration, payment of all costs, expiration of all applicable lien periods, and proof that the Property is free of all mechanics' liens and lienable claims. 19.3.2.2.3. Payments shall be made on presentation of certificates or vouchers from the architect or engineer retained by Lessee showing the amount due. If the Insurance Trustee, in its reasonable discretion, determines that the certificates or vouchers are being improperly approved by the architect or engineer retained by Lessee, the Insurance Trustee shall have the right to appoint an architect or an engineer to supervise construction and to make payments on certificates or vouchers approved by the architect or engineer retained by the Insurance Trustee. The reasonable expenses and charges of the architect or engineer retained by the Insurance Trustee shall be paid by the insurance trustee out of the trust fund. Both Parties shall promptly execute all documents and perform all acts reasonably required by the Insurance Trustee to perform its obligations under this section. 19.3.2.2.4. If the sums held by the Insurance Trustee are not sufficient to pay the actual cost of Restoration, Lessee shall deposit the amount of the deficiency with the Insurance Trustee within fifteen (15) days after request by the Insurance Trustee indicating the amount of the deficiency. Any undisbursed funds after compliance with the provisions of this section shall be delivered to City to the extent of City's contribution to the fund, and the balance, if any, shall be paid to Lessee. All actual costs and charges of the Insurance Trustee shall be paid by Lessee. 19.3.2.3. If the Insurance Trustee resigns or for any reason is unwilling to act or continue to act, City shall substitute a new trustee in the place of the designated Insurance Trustee. The new trustee must be an institutional lender or title company. 19.3.3. Procedure for Restoring the Property. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 25 Rev.: 1/29/15 19.3.3.1. When Lessee is obligated to engage in Restoration of the Property or a portion of the Property, within sixty (60) days Lessee at its cost shall prepare final plans, specifications, and working drawings complying with applicable laws that will be necessary for restoration of the Property. The plans, specifications, and working drawings must be approved by City. City shall have thirty (30) days after receipt of the plans and specifications and working drawings to either approve or disapprove the plans, specifications, and working drawings and return them to Lessee. If City disapproves the plans, specifications, and working drawings, City shall notify Lessee of its objections and City's proposed solution to each objection. Lessee acknowledges that the plans, specifications, and working drawings shall be subject to approval of the appropriate governmental authorities and that they will be prepared in such a manner as to obtain that approval. 19.3.3.2. The Restoration shall be accomplished as follows: 19.3.3.2.1. Lessee shall complete the Restoration within sixty (60) working days after final plans and specifications and working drawings have been approved by the appropriate governmental authorities and all required Permits have been obtained (subject to a reasonable extension for delays resulting from causes beyond Lessee's reasonable control). 19.3.3.2.2. Lessee shall retain a licensed contractor that is bondable. The contractor shall be required to carry public liability and property damage insurance, standard fire and extended coverage insurance, with vandalism and malicious mischief endorsements, during the period of construction consistent with requirements set forth in Section 27 (Insurance). Such insurance shall contain waiver of subrogation clauses in favor of City and Lessee in accordance with the Provisions of Exhibit “G” (Insurance Requirements). 19.3.3.2.3. Lessee shall notify City of the date of commencement of the Restoration at least ten (10) days before commencement of the Restoration to enable City to post and record notices of non- responsibility. The contractor retained by Lessee shall not commence construction until a completion bond and a labor and materials bond have been delivered to City to insure completion of the construction. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 26 Rev.: 1/29/15 19.3.3.3. Lessee shall accomplish the restoration in a manner that will cause the least inconvenience, annoyance, and disruption at the Property. 19.3.3.4. On completion of the Restoration Lessee shall immediately record a notice of completion in Santa Clara County. 19.3.3.5. The Restoration shall not be commenced until sums sufficient to cover the cost of Restoration are placed with the Insurance Trustee as provided in section 20.3.1.2 of this Lease. 20. SIGNS. Lessee shall not place, construct, maintain, or allow any signs upon the Property without prior written consent of City. 21. ASSIGNMENT AND SUBLETTING. 21.1. City's Consent Required. 21.1.1. No Assignment Without Consent. 21.1.1.1. Lessee shall neither assign this lease, nor any interest therein, and shall neither sublet nor encumber the Property or any part thereof, nor any right or privilege appurtenant thereto, nor allow or permit any other person(s) to occupy or use the Property, or any portion thereof, without the prior written consent of City. 21.1.1.2. Any assignment, subletting, encumbrances, occupation, or use contrary to the provisions of this Lease shall be void and shall constitute breach of this Lease. City may assign any of its rights hereunder without notice to Lessee. 21.1.1.3. At City’s request, Lessee shall promptly deliver financial statements, information and other evidence satisfactory to City regarding any proposed assignment or change of control under this Section 22.1. 21.1.2. Consent. 21.1.2.1. Any direct or indirect change of control of Lessee (whether voluntary or by operation of law) shall be deemed an assignment and shall require the prior written consent of City which may be withheld in its sole discretion. 21.1.2.2. Lessee shall be permitted to assign this Lease as collateral for any financing or refinancing of the Generating Facilities with the prior written consent of Lessor, which consent shall not be DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 27 Rev.: 1/29/15 unreasonably withheld, conditioned or delayed. If Lessor gives its consent, such consent shall be in a form substantially similar to the form of “Lender Consent and Agreement” attached hereto as Exhibit “J”. 21.1.3. No Consent Subject to Creditworthiness Test. Notwithstanding the foregoing, no Consent and Agreement shall be required for: 21.1.3.1. Any assignment or transfer of this Lease by the Lessee to an affiliate of the Lessee, provided that such affiliate’s creditworthiness is equal to or better than that of Lessee, as reasonably determined by Lessor; or 21.1.3.2. Any assignment or transfer of this Lease by the Lessee to a person succeeding to all or substantially all of the assets of Lessee, provided that such person’s creditworthiness is equal to or greater than that of Lessee, as reasonably determined by the Lessor. 21.1.4. Assignment. 21.1.4.1. Written notification of any assignment or transfer of this Lease shall be given to the Lessor. 21.1.4.2. This Lease shall be binding upon any permitted assignee or successor of Lessee. 21.1.4.3. Consent by City to one assignment, subletting, occupation or use by another person shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person. 21.1.4.4. No assignment, subletting, or encumbrance by Lessee shall release it from or in any way alter any of Lessee's obligations under this Lease. 21.2. Hazardous Materials. Without limiting City’s authority to withhold its consent in other circumstances, it shall not be unreasonable for City to withhold its consent to an assignment or sublet to a proposed assignee or sublessee if: 21.2.1. Any anticipated use of the Property by any proposed assignee or sublessee involves the generation or storage, use, treatment, disposal, or release of Hazardous Material in any manner or for any purpose; 21.2.2. The proposed assignee or sublessees has been required by any prior landlord, lender, or governmental authority to take remedial action in connection with Hazardous Material contamination at a property, if the contamination resulted from such assignee or sublessee’s action, omission or other use of the property in question; or, DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 28 Rev.: 1/29/15 21.2.3. The proposed assignee or sublessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal or storage of a Hazardous Material. 21.3. No Release of Lessee. No subletting or assignment as approved by City shall release Lessee of Lessee’s obligation or alter the primary liability of Lessee to pay Rent and to perform all other obligations by Lessee hereunder. The acceptance of Rent by City from any other person shall not be deemed to be a waiver by City of any provision hereof. In the event of default by any assignee of Lessee or any successor of Lessee in the performance of any of the terms hereof, City may proceed directly against Lessee without the necessity of exhausting remedies against said assignee. 22. EVENT OF DEFAULT; REMEDIES. 22.1. Event of Default. The occurrence of any one or more of the following events shall constitute a material default, or breach of this Lease by Lessee (“Lessee Event of Default”): 22.1.1. Abandonment. Abandonment of the Property by Lessee as defined by California Civil Code section 1951.3; 22.1.2. Failure to Pay Rent; Other Payments. Failure by Lessee to make any payment of Rent or any other payment (including, without limitation Parking Fees, if any) required to be made by Lessee hereunder, as provided in this Lease, where such failure continues for a period of ten (10) business days after City provides Lessee with written notice thereof. In the event City serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes (“Notice to Pay Rent or Quit”), such Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph; 22.1.3. Failure to Satisfy Lease Obligations. Failure by Lessee to observe or perform any of the Representations, Warranties or Covenants set forth in section 18 of this Lease or any of the material covenants, conditions or provisions of this Lease in any material respect where such failure shall continue for a period of thirty (30) days after City provides Lessee with written notice thereof; provided, however, that if the nature of Lessee’s failure is such that more than thirty (30) days are reasonably required for its cure, then a Lessee Event of Default shall not have occurred if Lessee demonstrates to City’s reasonable satisfaction that it has commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. Notwithstanding the foregoing, a Lessee Event of Default shall not occur under this section 23.1.3 if the failure to observe or perform any of the Representations, Warranties or Covenants set forth in Section 18 of this Lease or any of the material covenants, conditions or provisions of this Lease in any material respect is caused by an error or omission of an administrative or operational nature. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 29 Rev.: 1/29/15 22.1.4. Assignment to Creditors; Debtor Status; Bankruptcy and Seizure. 22.1.4.1. Making, by Lessee, of any general arrangement or assignment for the benefit of creditors; 22.1.4.2. Becoming a “Debtor” as defined in 11 U.S.C. §101, as the same may be amended from time to time, (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days); 22.1.4.3. The appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Lessee’s assets located at or on the Property or of Lessee’s interest in this Lease where possession is not restored to Lessee within thirty (30) days; or the attachment, execution or other judicial seizure of all or substantially all of Lessee’s assets located at or on the Property or of Lessee’s interest in this Lease, where such seizure is not discharged within thirty (30) days. 22.1.5. Construction of Generating Facility. Failure, by Lessee to diligently pursue construction of the Generating Facility, including where the Delayed Construction Schedule Period results in loss or limited access to the Property or the Site that lasts more than ninety (90) days. Such time period may be extended by City, in its sole discretion, in writing prior to expiration the ninety (90) day period. 22.1.6. Failure to Achieve Commercial Operation Date. Failure by Lessee to complete construction of all Generating Facilities within 12 months of the effective date set forth in the CLEAN PPA. 22.2. Lessor Event of Default; Remedies of Lessee. The occurrence of any one or more of the following events shall constitute a material default, or breach of this Lease by Lessor (“Lessor Event of Default”): 22.2.1. Failure to Satisfy Lease Obligations. Failure by Lessor to observe or perform any of the Representations, Warranties or Covenants set forth in section 18 of this Lease or any of the material covenants, conditions or provisions of this Lease in any material respect where such failure shall continue for a period of thirty (30) days after Lessee provides City with written notice thereof; provided, however, that if the nature of Lessor’s failure is such that more than thirty (30) days are reasonably required for its cure, then a Lessor Event of Default shall not have occurred if Lessor demonstrates to Lessee’s reasonable satisfaction that it has commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. Notwithstanding the foregoing, a Lessor Event of Default shall not occur under this section 23.2.1 if the failure to observe or perform any of the Representations, Warranties or Covenants set forth in Section 18 of this Lease or any of the material covenants, conditions or provisions of this Lease in any material respect is caused by an error or omission of an administrative DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 30 Rev.: 1/29/15 or operational nature. 22.2.2. Assignment to Creditors; Debtor Status; Bankruptcy and Seizure. 22.2.2.1. Making, by Lessor, of any general arrangement or assignment for the benefit of creditors; 22.2.2.2. Becoming a “Debtor” as defined in 11 U.S.C. §101, as the same may be amended from time to time, (unless, in the case of a petition filed against Lessor, the same is dismissed within sixty (60) days); 22.2.2.3. The appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Lessor’s assets located at or on the Property or of Lessor’s interest in this Lease where possession is not restored to Lessor within thirty (30) days; or the attachment, execution or other judicial seizure of all or substantially all of Lessor’s assets located at or on the Property or of Lessor’s interest in this Lease, where such seizure is not discharged within thirty (30) days. 22.2.3. Lessee Remedies. In the event of any Lessor Event of Default under this Lease, this Lease and the CLEAN PPA shall terminate and Lessor shall pay within thirty (30) days the termination value specified on Schedule 23.2 for each of the Generating Facilities for the year corresponding with when a Lessor Event of Default occurs, plus any reasonable out of pocket expenses of Lessee. 22.3. Termination of CLEAN PPA. Any termination of the CLEAN PPA shall cause this Lease to terminate; provided, however, that in no such event shall the Lessor owe the Lessee the termination value specified on Schedule 23.2, other than as set forth in Sections 4.2.1.2, 13.1.3.3.2 and 23.2.3. 22.4. Remedies of City. In the event of any Lessee Event of Default, City may at any time thereafter, following any notice required by statute, and without limiting City in the exercise of any right or remedy which City may have by reason of such Event of Default or breach: 22.4.1. Termination. Terminate Lessee’s right to possession of the Property by any awful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Property, but not the Improvements, to City. In such event, City shall be entitled to recover from Lessee all damages incurred by City by reason of the Event of Default or breach, including but not limited to: 22.4.1.1. The cost of recovering possession of the Property and all Improvements constructed thereon; 22.4.1.2. Expenses of reletting, including necessary renovation and DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 31 Rev.: 1/29/15 alteration of the Property and the Improvements constructed thereon; 22.4.1.3. Reasonable attorneys’ fees; 22.4.1.4. The worth, at the time of the award of the unpaid Rent that had been earned at the time of termination of this Lease; and 22.4.1.5. The worth, at the time of award of the amount by which the unpaid Rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided. 22.4.2. Continue Lease. Maintain Lessee’s right to possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the Property. In such event, City shall be entitled to enforce all of City’s rights and remedies under this Lease, including the right to recover Rent and other fees and payments as they become due hereunder. 22.4.3. Other Remedies. Pursue any other remedy now or hereafter available to City under the laws or judicial decisions of the State of California. City shall have all remedies provided by law and equity. 22.5. No Relief from Forfeiture After Event of Default. Lessee waives all rights of redemption or relief from forfeiture under California Code of Civil Procedure sections 1174 and 1179, and any other present or future law, in the event Lessee is evicted or City otherwise lawfully takes possession of the Property by reason of any Event of Default or breach of this Lease by Lessee. 22.6. Disposition of Abandoned Personal Property. If the Lessee fails to remove any personal property belonging to Lessee from the Property within forty-five (45) days after of the expiration or termination of this Lease, such personal property shall at the option of City be deemed to have been transferred to City. City shall have the right to remove and to dispose of such personal property without liability to Lessee or to any person claiming under Lessee, and the City shall have no need to account for such personal property. 23. INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly provided herein, any amount due City when not paid when due shall bear interest at the lesser of ten percent (10%) per year or the maximum rate then allowable by law from the date due. 24. HOLDING OVER. If Lessee remains in possession of the Property or any part thereof after the expiration of the Term, including any Extension Term (if any), such occupancy shall be a tenancy from month-to-month with all the obligations of this Lease applicable to Lessee and at a monthly rental obligation of two (2) times the Operations Period Rent or, as applicable, the Extension Term Rent, in effect at the time of expiration. Nothing contained in this Lease shall give to Lessee the DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 32 Rev.: 1/29/15 right to occupy the Property after the expiration of the term, or upon an earlier termination for breach. 25. ACCESS. 25.1. For Lessee. 25.1.1. Ingress & Egress. City hereby grants to Lessee, for the Term as defined in Section 4.1, a non-exclusive right-of-way for vehicular and pedestrian ingress and egress to the Property or the Improvements to the extent required by Lessee and as mutually agreed upon by the Parties. 25.1.2. Access to Sunlight. Lessee shall not cause or permit any interference with the Generating Facility’s access to sunlight; as such access exists as of the Effective Date. 25.1.3. Exclusive Access. Lessee is granted no exclusive access to the Property. 25.2. For City 25.3. Primary Use as Parking Structure. Lessee acknowledges and agrees that the Site, including the Property, retains primary use as a public parking structure operated by the City or it’s assignee at City’s sole discretion and with associated public and operator access. 25.4. Access for Inspection. City and City’s agents shall have the right to open or enter Lessee facilities on the Property at reasonable times, upon not less than twenty-four (24) hours prior notice to Lessee, for the purpose of inspecting same, showing same to prospective City, lenders or lessees, and making such alterations, repairs, improvements, or additions to the Property as City may deem necessary. City may at any time place on or about the Property any ordinary “For Sale” signs and City may at any time during the last one hundred twenty (120) days of the Term hereof place on or about the Property any ordinary “For Lease” signs, all without rebate of Rent or other fees, or liability to Lessee. 25.5. Security Measures. City shall have the right to require a reasonable security system, device, operation, or plan be installed and implemented to protect the Property or the Improvements. Should City, in its sole discretion, require Lessee to install such a security system associated with access to the Lessee’s Improvements, Lessee agrees to bear the sole cost and expense of any security system, device, operation or plan and the installation and implementation thereof. Lessee shall obtain City’s prior approval before installing, implementing or changing any City approved security system, device, operation or plan. 25.6. New Locks. Lessee may install new locks on all exterior doors of the Lessee’s Improvements, including exclusive equipment and facilities. Lessee shall advise City of such action and shall provide City with keys to said locks. Upon termination, Lessee shall leave new locks that shall become the Property of City. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 33 Rev.: 1/29/15 26. INSURANCE. 26.1. Lessee's responsibility for the Property begins immediately upon delivery and Lessee, at its sole cost and expense, and at no cost to City, shall purchase and maintain in full force and effect during the entire term of this Lease insurance coverage in amounts and in a form acceptable to City as set forth in Exhibit “G” (Insurance Requirements) attached hereto and incorporated herein by reference. Said policies shall be maintained with respect to Lessee’s employees, if any, and all vehicles operated on the Property. The policies shall include the required endorsements, certificates of insurance and coverage verifications as described in Exhibit “G” (Insurance Requirements). Lessee also agrees to secure renter's liability insurance. 26.2. Lessee shall deposit with the Lease Administrator, on or before the effective date of this Lease, certificates of insurance necessary to satisfy City that the insurance provisions of this Lease have been complied with, and to keep such insurance in effect and the certificates therefore on deposit with City during the entire term of this Lease. Should Lessee not provide evidence of such required coverage at least three (3) days prior to the expiration of any existing insurance coverage, City may purchase such insurance, on behalf of and at the expense of Lessee to provide six months of coverage. 26.3. City shall retain the right at any time to review the coverage, form, and amount of the insurance required hereby. If, in the opinion of the City’s risk manager (or comparable official), the insurance provisions in this Lease do not provide adequate protection for City and for members of the public using the Property, the Lease Administrator may require Lessee to obtain insurance sufficient in coverage, form, and amount to provide adequate protection as determined by the City’s risk manager. City's requirements shall be reasonable and shall be designed to assure protection from and against the kind and extent of risk that exists at the time a change in insurance is required. 26.4. The Lease Administrator shall notify Lessee in writing of changes in the insurance requirements. If Lessee does not deposit copies of acceptable insurance policies with City incorporating such changes within sixty (60) days of receipt of such notice, or in the event Lessee fails to maintain in effect any required insurance coverage, Lessee shall be in default under this lease without further notice to Lessee. Such failure shall constitute a material breach and shall be grounds for immediate termination of this Lease at the option of City. 26.5. The procuring of such required policy or policies of insurance shall not be construed to limit Lessee’s liability hereunder nor to fulfill the indemnification provision and requirements of this Lease. Notwithstanding the policy or policies of insurance, Lessee shall be obligated for the full and total amount of any damage, injury, or loss caused by or connected with this Lease or with use or occupancy of the Property. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 34 Rev.: 1/29/15 27. RESERVATION OF AVIGATIONAL EASEMENT. City hereby reserves for the use and benefits of the public, a right of avigation over the Properties for the passage of aircraft landing at, taking off, or operating from the adjacent airport operated by the County of Santa Clara. Lessee releases the City from all liability for noise, vibration, and any other related nuisance. 28. EMINENT DOMAIN. 28.1. If all or any part of the Properties (or the building in which the Properties are located) is condemned by a public entity in the lawful exercise of its power of eminent domain, this Lease shall cease as to the part condemned. The date of such termination shall be the effective date of possession of the whole or part of the Properties by the condemning public entity. 28.2. If only a part is condemned and the condemnation of that part does not substantially impair the capacity of the remainder to be used for the purposes required by this Lease, Lessee shall continue to be bound by the terms, covenants, and conditions of this Lease. However, the then monthly rent shall be reduced in proportion to the diminution in value of the Properties. If the condemnation of a part of the Properties substantially impairs the capacity of the remainder to be used for the purposes required by this Lease, Lessee may: 28.2.1. Terminate this Lease and thereby be absolved of obligations under this Lease which have not accrued as of the date of possession by the condemning public entity; or 28.2.2. Continue to occupy the remaining Properties and thereby continue to be bound by the terms, covenants and conditions of this Lease. If Lessee elects to continue in possession of the remainder of the Properties, the monthly rent shall be reduced in proportion to the diminution in value of the Properties. 28.2.3. Lessee shall provide City with written notice advising City of Lessee’s choice within thirty (30) days of possession of the part condemned by the condemning public entity. 28.3. City shall be entitled to and shall receive all compensation related to the condemnation, except that Lessee shall be entitled to: 28.3.1. That portion of the compensation which represents the value for the remainder of the Lease term of any Lessee-constructed improvements taken by the condemning public entity, which amount shall not exceed the actual cost of such improvements reduced in proportion to the relationship of the remaining Lease term to the original Lease term, using a straight line approach; and 28.3.2. Any amount specifically designated as a moving allowance or as compensation for Lessee’s personal property. Lessee shall have no claim against the City the value of any unexpired term of this Lease. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 35 Rev.: 1/29/15 29. POST-ACQUISITION TENANCY. Lessee hereby acknowledges that Lessee was not an occupant of the Property at the time the Property was acquired by City. Lessee further understands and agrees that as a post-acquisition Lessee, Lessee is not eligible and furthermore waives all claims for relocation assistance and benefits under federal, state or local law. 30. DISPUTE RESOLUTION. 30.1. Unless otherwise mutually agreed to, any controversies between Lessee and City regarding the construction or application of this Lease, and claims arising out of this Lease or its breach shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party. 30.2. The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Lease. 30.3. The costs of mediation shall be borne by the Parties equally. 30.4. Mediation under this section is a condition precedent to filing an action in any court. In the event of litigation arising out of any dispute related to this Lease, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit, regardless of the outcome of the litigation. 31. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY. No official or employee of City shall be personally liable for any default or liability under this agreement. 32. NON-DISCRIMINATION 32.1. Non-discrimination in Lease Activities. Lessee agrees that in the performance of this Lease and in connection with all of the activities Lessee conducts on the Property, it shall not discriminate against any employee or person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Lessee acknowledges that is familiar with the provisions set forth in Section 2.30.510 of the Palo Alto Municipal Code relating to nondiscrimination in employment and Section 9.73 of the Palo Alto Municipal Code relating to City policy against arbitrary discrimination. 32.2. Human Rights Policy. In connection with all activities that are conducted upon the Properties, Lessee agrees to accept and enforce the statements of policy set forth in Section 9.73.010 which provides: “It is the policy of the City of Palo Alto to affirm, support and protect the human rights of every person within its jurisdiction. These rights include, but are not limited to, equal economic, political, and educational opportunity; equal accommodations in all business establishments in the city; and equal service and DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 36 Rev.: 1/29/15 protection by all public agencies of the city.” 33. INDEPENDENT CONTRACTOR. It is agreed that Lessee shall act and be an independent contractor and not an agent nor employee of City. 34. CONFLICT OF INTEREST. 34.1. Lessee shall at all times avoid conflict of interest or appearance of conflict of interest in performance under this Lease. Lessee warrants and covenants that no official or employee of City nor any business entity in which any official or employee of City is interested: 34.1.1. Has been employed or retained to solicit or aid in the procuring of this agreement; or 34.1.2. Will be employed in the performance of this agreement without the divulgence of such fact to City. 34.2. In the event that City determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of City, Lessee upon request of City shall immediately terminate such employment. 34.3. Violation of this provision constitutes a serious breach of this Lease and City may terminate this Lease as a result of such violation. 35. MEMORANDUM OF LEASE.1 Following execution of this Lease, either party, at its sole expense, shall be entitled to record the Memorandum of Lease in the form attached hereto as Exhibit “F” (Memorandum of Lease) in the official records of Santa Clara County, which Memorandum shall be executed contemporaneously with this Lease. Upon termination or expiration of this Lease, Lessee shall execute and record a quitclaim deed as to its leasehold interest. 36. ESTOPPEL CERTIFICATE. Lessee shall, from time to time, upon at least thirty (30) days prior written notice from City, execute, acknowledge and deliver to City a statement in writing: 36.1. Certifying this Lease is unmodified and in full force and effect, or, if modified, stating the nature of the modification and certifying that the Lease, as modified, is in full force and effect, and the date to which the rental and other charges, if any, have been paid; and, 36.2. Acknowledging that there are not to Lessee’s knowledge, any defaults, or stating if any defaults are claimed, any statement may be relied upon by any prospective City or encumbrancer of the City Property. 1 NTD: Note to Palo Alto – Memo of Lease needs to be prepared. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 37 Rev.: 1/29/15 37. LIENS. Lessee agrees at its sole cost and expense to keep the Property free and clear of any and all claims, levies, liens, encumbrances or attachments. Notwithstanding the Generating Facility’s presence as a fixture on the site, Lessee shall not directly or indirectly cause, create, incur, assume or suffer to exist any mortgage, pledge, lien (including mechanics’, labor or materialman’s lien), charge, security interest, encumbrance or claim on or with respect to the Generating Facility or any interest therein. Lessee also shall pay promptly before a fine or penalty may attach to the Generating Facility any taxes, charges or fees of whatever type of any payments for which Lessee is responsible. 38. SECURITY. Lessee shall provide and take reasonable measures for security of the Improvements installed on the Property. 39. NOTICES. All notices to the Parties shall, unless otherwise requested in writing, be sent as follows: 39.1. To City: City of Palo Alto Attention: Hamid Ghaemmaghami 250 Hamilton Avenue Palo Alto, CA 94301 Phone: (650) 329-2264 Email: hamid.thaemmaghami@cityofpaloalto.org 39.2. To Lessee: Name: Zach Rubin Address: 329 Middlefield Rd Palo Alto, CA 94301 Phone: 650-847-1191 Email: zrubin@komunaenergy.com 39.3. All notices may be served on one Party by the other in person, by first class mail, or by certified mail whether or not said mailing is accepted the other Party. If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed. The Business Day the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday. These addresses shall also be used for service of process. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 38 Rev.: 1/29/15 40. TIME. Time shall be of the essence in this Lease. 41. AMENDMENTS. No alteration or variation of the terms of this Lease shall be valid unless made in writing and signed by the Parties to this Lease. 42. SIGNING AUTHORITY. If this Lease is not signed by all Lessees named herein, the person actually signing warrants that he/she has the authority to sign for the others. 43. SURRENDER OF LEASE NOT MERGER. The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of City, terminate all or any existing subleases or subtenancies, or may, at the option of City, operate as an assignment of any and all such subleases or subtenancies. 44. INTEGRATED DOCUMENT. This Lease, including any Exhibits attached hereto, embodies the entire agreement between City and Lessee. No other understanding, agreements, conversations or otherwise, with any officer, agent or employee of City prior to execution of this Lease shall affect or modify any of the terms or obligations contained in any documents comprising this Lease. Any such verbal agreement shall be considered as unofficial information and in no way binding upon City. All agreements with City are subject to approval of the City Council before City shall be bound thereby. 45. WAIVER. Waiver by City of one or more conditions of performance, of an Event of Default, or of any breach of a condition under this Lease shall not be construed as a waiver of any other condition of performance or subsequent Events of Default or breaches. The subsequent acceptance by a Party of the performance of any obligation or duty by another Party shall not be deemed to be a waiver of any term or condition of this Lease. The exercise of any remedy, right, option or privilege hereunder by City shall not preclude City from exercising the same or any and all other remedies, rights, options and privileges hereunder and City's failure to exercise any remedy, right, option or privilege at law or equity, or otherwise which City may have, shall not be construed as a waiver. 46. SEVERABILITY CLAUSE. If any provision of this Lease is held to be illegal, invalid or unenforceable in full or in part, for any reason, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Lease shall not be affected thereby. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 39 Rev.: 1/29/15 47. NO CONSTRUCTION AGAINST DRAFTING PARTY The Parties agree that this Lease shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against any other Party. 48. GOVERNING LAW. This Lease shall be governed and construed in accordance with the statutes and laws of the State of California. 49. VENUE. In the event that suit shall be brought by any Party to this Lease, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara. 50. COMPLIANCE WITH LAWS. The Parties hereto shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments in the performance of their rights, duties and obligations under this Lease. 51. BROKERS. Each Party represents that is has not had dealings with any real estate broker, finder, or other person, with respect to this lease in any manner. Each Party shall indemnify and hold harmless the other Party from all damages resulting from any claims that may be asserted against the other Party by any broker, finder, or other person with whom such Party has or purportedly has dealt. 52. COUNTERPARTS Any number of counterparts of this Lease maybe executed and each shall have the same force and effect as the original. 53. NO THIRD PARTY BENEFICIARIES Nothing in this Lease shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy or right of any kind, it being the intent of the Parties that this Lease shall not be construed as a third party beneficiary contract. 54. SURVIVAL Any provision of this Lease that expressly or by implication comes into or remains in full force following the termination or expiration of this Lease, including, without limitation section 19 (Hold Harmless/Indemnification) shall survive the termination or expiration of this Lease. 55. PREVAILING WAGE Lessee is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 40 Rev.: 1/29/15 Labor Code. Pursuant to the provisions of Section 1772 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute this Lease from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Lessee shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates at a minimum. Lessee shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. [SIGNATURES ON NEXT PAGE] DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page 41 Rev.: 1/29/15 IN WITNESS WHEREOF, the Parties have executed this Lease as of the Effective Date. CITY: LESSEE: CITY OF PALO ALTO KOMUNA PALO ALTO LLC By: _______________________ By: __________________________ City Manager Its: ___________________________ ATTEST: By: ________________________ City Clerk APPROVED AS TO FORM: By: ________________________ Senior Deputy City Attorney DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F Zach Rubin EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-1 Rev. 11/18/15 999020‐eml EXHIBIT “A” DEFINITIONS A-1. “275 Cambridge Garage” means the City’s parking garage facility located in Palo Alto, California at 275 Cambridge Avenue. A-2. “475 Cambridge Garage” means the City’s parking garage facility located in Palo Alto, California at 475 Cambridge Avenue. A-3. “Access Property” means a non-exclusive right-of-way for vehicular and pedestrian ingress and egress to the Premises to the extent required by Lessee to install, maintain, and operate the Generating Facilities, and to install the EV Chargers and Infrastructure, as mutually agreed upon by the Parties. A-4. “Air Rights Parcel” has the meaning set forth in Exhibit “C” (Description of Premises) attached to this Lease. A-5. “Bryant Garage” means the City’s parking garage facility located in Palo Alto, California at 445 Bryant Street. A-6. “Business Day” means any day other than Saturday, Sunday, or dates the City is closed for a federal, California, or City holiday. A-7. “City” means the City of Palo Alto, a California chartered Municipal Corporation and all successors and assigns. A-8. “CLEAN PPA” has the meaning set forth in the Recitals of this Lease. A-9. “CLEAN PPA Interconnection Agreement” means the Interconnection Agreement that Lessee must execute with City in connection with the CLEAN PPA. A-10. “CLEAN Program” means the Palo Alto Clean Local Energy Accessible Now Program. A-11. “Common Areas” means those areas of the Site other than the Improvements. A-12. “Commercial Operation Date” means the date on which Commercial Operation of the Generating Facility begins, as specified in Exhibit “E” (Work Schedule). A-13. “Construction Period” has the meaning set forth in section 5.1.2.1.2 of this Lease. A-14. “Construction Period Rent” has the meaning set forth in section 5.1.2.3 of this Lease. A-15. “Construction Start Date” means the date on which Lessee begins construction of the Generating Facility; or in the event that a contractor is constructing the Generating Facility on Lessee’s behalf, the date Lessee delivers to contractor the Notice to Proceed for the Generating Facility. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-2 Rev. 11/18/15 999020‐eml A-16. “Debtor” has the meaning set forth in section 23.1.4.2 of this Lease. A-17. “Delay Liquidated Damages” has the meaning set forth in section 6.2.2 of this Lease. A-18. “Delayed Construction Period” has the meaning set forth in section 5.1.2.1.4 of this Lease. A-19. “Effective Date” has the meaning set forth in the Preamble to this Lease. A-20. “Electric Vehicle Chargers and Infrastructure” or “EV Chargers and Infrastructure” means three (3) Chargepoint brand electric vehicle chargers, or an equivalent acceptable to City in its sole discretion, each with two level 2 ports capable of charging six vehicles in each of the 275 Cambridge Garage, the 475 Cambridge Garage and the Bryant Garage; and installation of wire, conduit, switchgear and any electrical capacity upgrades necessary to support an additional ten (10) electric vehicle chargers capable of charging upon full installation twenty (20) vehicles in each of the 275 Cambridge Garage, the 475 Cambridge Garage, the Bryant Garage and the Webster Garage. A-21. “EV Chargers Construction Period” has the meaning set forth in Exhibit “E” (Work Schedule). A-22. “Force Majeure” means (a) natural phenomena, such as storms, hurricanes, floods, lightening and earthquakes; (b) explosions or fires arising from lightening or other causes unrelated to the acts or omissions of the Lessee; (c) acts of war or public disorders, civil disturbances, riots, insurrection, sabotage, epidemic, terrorist acts, or rebellion; and (d) acts of God. Force Majeure shall not include equipment failures or acts or omissions of Lessee’s agents, suppliers or subcontractors, except to the extent such acts or omissions arise from Force Majeure. Changes in prices for electricity or solar equipment shall not constitute Force Majeure. In the event any work performed by Lessee or Lessee’s contractors results in a strike, lockout, and/or labor dispute, such strike, lockout, and/or labor dispute shall not be considered Force Majeure. A-23. “Generating Facility” or “Generating Facilities” means, at times individually and others collectively, the four (4), integrated systems for the generation of electricity from solar energy with a capacity of 1.3MW to be installed, maintained, and operated by Lessee at the Property in accordance with the specifications set forth in Exhibit “D” (Improvements), consisting of, without limitation, photovoltaic panels and associated equipment including, without limitation, controls, meters, switches, connections, conduit, wires and connections, mounting substrates or supports, power inverters, metering and service equipment, and utility interconnections. A-24. “Ground Floor Area” has the meaning set forth in Exhibit “C” (Description of Premises) attached to this Lease. A-25. “Hazardous Materials” means Any toxic or hazardous substance, material or waste or any pollutant or contaminant, or infectious or radioactive material, including but not limited to, those substances, materials, or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances included within the definitions of “hazardous substances”, “hazardous waste”, “hazardous chemical substance or mixture”, “imminently hazardous chemical substance or mixture,” “toxic substances,” “hazardous air pollutant”, “toxic DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-3 Rev. 11/18/15 999020‐eml pollutant” or “solid waste” in the: CERCLA or Superfund as amended by SARA, 42 U.S.C. Sec. 9601 et seq., RCRA, 42 U.S.C. Sec. 6901 et seq., CWA., 33 U.S.C. Sec. 1251 et seq., CAA, 42 U.S.C. 78401 et seq., TSCA, 15 U.S.C. Sec. 2601 et seq., the Refuse Act of 1899, 33 U.S.C. Sec. 407, OSHA, 29 U.S.C. 651 et seq.; hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., USDOT Table (40 CFR Part 302 and amendments) or the EPA Table (40 CFR Part 302 and amendments), California Superfund, Cal. Health & Safety Code Sec. 25300 et seq., Cal. Hazardous Waste Control Act, Cal. Health & Safety Code Section 25100 et seq., Porter-Cologne Act, Cal. Water Code Sec. 13000 et seq., Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code Sec. 25220 et seq., Proposition 65, Cal. Health and Safety Code Sec. 25249.5 et seq., Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code Sec. 25280 et seq., California Hazardous Substance Act, Cal. Health & Safety Code Sec. 28740 et seq., Air Resources Law, Cal. Health & Safety Code Sec. 39000 et seq., Hazardous Materials Release Response Plans and Inventory, Cal. Health & Safety Code Secs. 25500-25541, TCPA, Cal. Health and Safety Code Secs. 25208 et seq., and regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules; and any and all other substances, materials, and wastes which are, or in the future become, regulated under applicable local, state or federal law for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including without limitation: Trichloroethylene, tetracholoethylene, perchloroethylene and other chlorinated solvents; any petroleum products or fractions thereof; Asbestos, Polychlorinated biphenyls; flammable explosives; urea formaldehyde; and radioactive materials and waste. A-26. “Improvements” means all physical construction by Lessee on the Site as described more particularly in Exhibit “D”, including the Generating Facility and EV Chargers and Infrastructure described therein. A-27. “In-Lieu Parking Fee” has the meaning set forth in section 6.1 of this Lease. A-28. “Initial Period” has the meaning set forth in section 5.1.2.1.1 of this Lease. A-29. “Initial Period Rent” has the meaning set forth in section 5.1.2.2 of this Lease. A-30. “Insurance Trustee” has the meaning set forth in section 20.3.1.2 of this Lease. A-31. “Lease” means this Lease Agreement between the City of Palo Alto and Komuna Palo Alto LLC, as the same may be amended from time to time. A-32. “Lease Administrator” means, for City the City Manager or his/her designee and, for Lessee Mr. Zach Rubin. A-33. “Lessee” means Komuna Palo Alto LLC, and any successors and assigns permitted pursuant to section 22 of this Lease. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-4 Rev. 11/18/15 999020‐eml A-34. “Lessee Event of Default” has the meaning set forth in Section 23.1 of this Lease. A-35. “Lessor Event of Default” has the meaning set forth in Section 23.2 of this Lease. A-36. “Notice to Pay Rent or Quit” has the meaning set forth in section 23.1.2 of the Lease. A-37. “Operations Period” has the meaning set forth in section 5.1.2.1.5 of this Lease. A-38. “Operations Period Rent” has the meaning set forth in section 5.1.2.3 of this Lease. A-39. “Option Exercise Notice” has the meaning set forth in section 4.1.2.3 of this Lease. A-40. “Parking Elimination Fees” has the meaning set forth in Section 6.1 of this Lease. A-41. “Parking Fees” means, collectively, any one-time Parking Elimination Fees and any Delay Liquidated Damages. A-42. “Permits” means all federal, state, and City permits, licenses, certificates, approvals, variances and other entitlements necessary for the installation and operation of the Improvements. A-43. “Premises” means that portion of the Site(s), described more particularly in Exhibit “C” on which the Improvements (described more particularly in Exhibit “D”) shall be constructed, installed and maintained, including all installations or equipment required, as a condition of Lessee’s Permits, for the installation, operations and maintenance of the Improvements. A-44. “Property” or “Properties” means the Premises, described more specifically in Exhibit “C” and Access Property, collectively. A-45. “Real Property Taxes” means: A-45.1. All taxes, assessments, levies and other charges, general and special, foreseen and unforeseen, now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against or with respect to: A-45.1.1. Value, occupancy, use or possession of the Premises and/or the Improvements; A-45.1.2. Any improvements, fixtures, equipment and other real or personal property of Lessee that are an integral part of the Premises; or, A-45.1.3. Use of the Premises, Improvements public utilities or energy within the Premises. A-45.2. “Real Property Taxes” shall also mean all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the premises and/or the DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-5 Rev. 11/18/15 999020‐eml Improvements, new or altered excise, transaction, sales, privilege, assessment, or other taxes or charges now or hereafter imposed upon City as a result of this Lease, and all costs and fees (including attorneys’ fees) incurred by City in contesting any real property taxes and in negotiating with public authorities as to any real property taxes affecting the Premises. If any real property taxes are based upon property or rents unrelated to the Premises and/or the Improvements, then only that part of such tax that is fairly allocable to the Premises and/or the Improvements, as determined by City, on the basis of the assessor’s worksheets or other available information, shall be included within the meaning of the term “real property taxes.” A-46. “Rent” means, collectively, the Initial Period Rent, Construction Period Rent, and the Operations Period Rent. A-47. “Required Uses” has the meaning set forth in section 8.1 of this Lease. A-48. “Restoration” has the meaning set forth in section 20.3.1 of this Lease. A-49. “Scheduled Construction Period” has the meaning set forth in section 5.1.2.1.3 of this Lease. A-50. “Security Deposit” has the meaning set forth in section 7.1 of this Lease. A-51. “Site” means, collectively, the four (4) City parking garage facilities that are the subject of this Lease described more specifically in Exhibit “B” (Description of Site), including the 275 Cambridge Garage, the 475 Cambridge Garage, the Webster Garage, and the Bryant Garage. A-52. “Term” has the meaning set forth in section 4.1.1.1 of this Lease. A-53. “Total Rent Amount” means an annual amount of twenty thousand dollars ($20,000.00). A-54. “Transfer” has the meaning set forth in section 13.1.3.2 of this Lease. A-55. “Webster Garage” means the City’s parking garage facility located in Palo Alto, California at 520 Webster Street. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-6 Rev. 11/18/15 999020‐eml EXHIBIT “B” DESCRIPTION OF SITE “Site” means, collectively, the four (4) City parking garage facilities that are the subject of this Lease, including the 275 Cambridge Garage, the 475 Cambridge Garage, the Webster Garage, and the Bryant Garage: SITE NAME SITE LOCATION 1 475 Cambridge Garage 475 Cambridge Avenue, Palo Alto, California 2 275 Cambridge Garage 275 Cambridge Avenue, Palo Alto, California 3 Webster Garage 520 Webster Street, Palo Alto, California 4 Bryant Garage 445 Bryant Street, Palo Alto, California DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-7 Rev. 11/18/15 999020‐eml EXHIBIT “C” DESCRIPITION OF PREMISES “Premises” means, collectively, that portion of each of the Sites described herein on which the Generating Facility (described more particularly in Exhibit “D” (Improvements)) shall be constructed, installed and maintained, including all installations or equipment required, as a condition of Lessee’s Permits, for the installation, operations and maintenance of the Generating Facility: PREMISES NAME GROUND FLOOR AREA AIR RIGHTS PARCEL Ground floor area to allow for installation, operation and maintenance of Improvements, including the necessary support structures and equipment for the Generating Facility as reflected and described more fully in Exhibit “D” (Improvements) Rights to use the space at the designated distance above the Ground Floor Area of the top floor level at each Site to allow for installation, operation and maintenance of Generating Facilities, as reflected and described more fully in Exhibit “D” (Improvements) Loss of Parking Spaces NOT TO EXCEED TOP FLOOR LEVEL # AIR RIGHTS PARCEL SQ. FT. 1 475 Cambridge Garage 2 spaces 2 28,600 2 275 Cambridge Garage 2 spaces 2 27,500 3 Webster Garage 2 spaces 6 29,700 4 Bryant Garage 2 spaces 5, portion of 4 32,475 The term “Premises” shall also include any necessary Access Property to allow for Lessee’s (a) installation, construction, maintenance and operation of the Generating Facilities; and (b) construction and installation of the EV Chargers and Infrastructure described in Exhibit “D” (Improvements), which upon installation will be solely owned, operated and maintained by City. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-8 Rev. 11/18/15 999020‐eml EXHIBIT “D” IMPROVEMENTS Lessee agrees to provide City with diagrams and detailed description of the Improvements, including the Generating Facilities and the EV Chargers and Infrastructure in accordance with the following schedule: 1. Initial diagrams/descriptions at the planning/entitlement stage; 2. Updated diagrams/descriptions at the plan check phase; and 3. Final diagrams within four (4) days of Lessee’s receipt of its Building Permit from City. Upon acceptance by City, each submission of such diagrams and descriptions from Lessee to City shall be incorporated into this lease, and supersede any prior submission. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-9 Rev. 11/18/15 999020‐eml EXHIBIT “E” WORK SCHEDULE WORK SCHEDULE FOR GENERATING FACILITIES Within ten (10) days of City’s issuance of a building permit to Lessee, Lessee shall provide City with an updated version of the Work Schedule for Generating Facilities to be signed by both City and Lessee. The updated Work Schedule for Generating Facilities shall be substantially in the form of this Exhibit, mutually agreeable to City and Lessee, shall identify with specificity the start and end dates of the Scheduled Construction Period and areas of any Site to which the City will lose or have limited access over the course of the Scheduled Construction Period. Such updated Work Schedule shall supersede this Work Schedule for Generating Facilities SITE NAME SCHEDULED CONSTRUCTION PERIOD DESCRIPTION OF SITE AREAS WITH LOST OR LIMITED ACCESS Time period from Construction Start Date to Commercial Operation Date 1 475 Cambridge Garage 6 weeks Level 2 completely closed to third party and City pedestrian and vehicle traffic for duration of Scheduled Construction Period 2 275 Cambridge Garage 6 weeks Level 2 completely closed to third party and City pedestrian and vehicle traffic for duration of Scheduled Construction Period 3 Webster Garage 6 weeks Level 6 completely closed to third party and City pedestrian and vehicle traffic for duration of Scheduled Construction Period 4 Bryant Garage 6 weeks Level 5, and a portion of Level 4 completely closed to third party and City pedestrian and vehicle traffic for duration of Scheduled Construction Period CITY: LESSEE: CITY OF PALO ALTO KOMUNA PALO ALTO LLC By: _______________________ By: __________________________ City Manager Its: ___________________________ DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F Zach Rubin EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-10 Rev. 11/18/15 999020‐eml WORK SCHEDULE FOR EV CHARGERS AND INFRASTRUCTURE Within ten (10) days of City’s issuance of a building permit to Lessee, Lessee shall provide City with an updated version of the Work Schedule for EV Chargers and Infrastructure to be signed by both City and Lessee. The updated Work Schedule for EV Chargers and Infrastructure shall be substantially in the form of this Exhibit, shall be mutually agreeable to City and Lessee, shall identify with specificity the start and end dates of the EV Charger Construction Period, any areas of any Site to which the City will lose or have limited access over the course of the Scheduled Construction Period, any additional compensation (if any) due from Lessee to City for loss or limitation of access. Such updated Work Scheduled shall supersede this Work Schedule for EV Chargers and Infrastructure. SITE NAME EV CHARGER CONSTRUCTION PERIOD DESCRIPTION OF SITE AREAS WITH LOST OR LIMITED ACCESS Start and Completion Date for Lessee installation of EV Chargers and Infrastructure 1 475 Cambridge Garage 1 week 2 275 Cambridge Garage 1 week 3 Webster Garage 1 week 4 Bryant Garage 1 week CITY: LESSEE: CITY OF PALO ALTO KOMUNA PALO ALTO LLC By: _______________________ By: __________________________ City Manager Its: ___________________________ DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F Zach Rubin EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-11 Rev. 11/18/15 999020‐eml EXHIBIT “F” MEMORANDUM OF LEASE RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: [City of Palo Alto Administrative Services Department, Real Estate Division 250 Hamilton Avenue Palo Alto, CA 94303] MEMORANDUM OF LEASE This Memorandum of Lease (“Memorandum”) is entered into as of this ____ day of ___________, 2016, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“Lessor”) and KOMUNA PALO ALTO LLC, a Delaware limited liability company ("Lessee"), with respect to that certain Lease Agreement dated ________________, 2016 (“Lease”), between Lessor and Lessee. Pursuant to the Lease, Lessor leases to Lessee and Lessee leases from Lessor a portion of each of the parking facilities known as the 275 Cambridge Garage, the 475 Cambridge Garage, the Bryant Garage and the Webster Garage, located in the City of Palo Alto, County of Santa Clara, California, for the purpose of installing constructing, operating and maintaining a solar powered electric generating facilities on each facility (the “Generating Facilities”) to be owned, maintained and operated by Lessee, all subject to the terms and conditions more fully set forth in the Lease. Pursuant to the Lease, Lessor leases to Lessee and Lessee leases from Lessor a portion of each of the parking facilities known as the 275 Cambridge Garage, the 475 Cambridge Garage and the Bryant Garage, located in the City of Palo Alto, County of Santa Clara, California, for the purpose of installing three (3) electric vehicle chargers capable of charging six vehicles, and a portion of each of the parking facilities known as the 275 Cambridge Garage, the 475 Cambridge Garage, the Bryant Garage and the Webster Garage, located in the City of Palo Alto, County of Santa Clara, California, for the purpose of installing wire, conduit, switchgear and any electrical capacity upgrades necessary to support an additional ten (10) electric vehicle chargers capable of charging upon full installation twenty (20) vehicles; all of which upon installation will be owned, maintained and operated by City; and all subject to the terms and conditions more fully set forth in the Lease. The Lease shall commence on ____________, and shall end on the date that is twenty-five (25) years after the commencement of commercial operation date of the all of the Generating Facilities. Pursuant to Section 4.3 of the Lease, Lessor has the right to purchase all Generating Facilities or one or DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-12 Rev. 11/18/15 999020‐eml more individual Generating Facilities (“Buy-Out Option”) on the date that is ten (10), fifteen (15), twenty (20) and twenty-five (25) years after commencement of commercial operation of the Generating Facilities on the first parking facility. This Memorandum is solely for recording purposes and shall not be construed to alter, modify, amend or supplement the Lease, of which this is a memorandum. Lessor and Lessee desire to have this Memorandum recorded in the Official Records of Santa Clara County, California, in order to put interested parties on notice of the Buy-Out Option. In Witness Whereof, the parties hereto have executed this Memorandum on the day and year first written above. LESSOR: CITY OF PALO ALTO, a California chartered municipal corporation By: ____________________ Its: ____________________ ATTEST: By: ________________________ City Clerk APPROVED AS TO FORM: By: ________________________ Senior Deputy City Attorney LESSEE: KOMUNA PALO ALTO LLC, a Delaware limited liability company By: ____________________ Its: ____________________ DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F Zach Rubin EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-13 Rev. 11/18/15 999020‐eml STATE OF CALIFORNIA ) COUNTY OF SANTA CLARA ) On ________________, before me, ___________________, a notary public in and for said County, personally appeared _______________________________ who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under penalty of perjury under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ________________________ DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-14 Rev. 11/18/15 999020‐eml Exhibit A 475 Cambridge Garage 275 Cambridge Garage Webster Garage Bryant Garage DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-15 Rev. 11/18/15 999020‐eml EXHIBIT “G” INSURANCE REQUIREMENTS STANDARD INSURANCE REQUIREMENTS Insurance Requirements for Lessee: Lessee shall purchase and maintain the insurance policies set forth below on all of its operations under this Lease at its sole cost and expense. Such policies shall be maintained for the full term of this Lease and the related warranty period (if applicable). For purposes of the insurance policies required under this Lease, the term "City" shall include the duly elected or appointed council members, commissioners, officers, agents, employees and volunteers of the City of Palo Alto, California, individually or collectively. Coverages (RL 28.1A) S Minimum Scope of Insurance Coverage shall be at least as broad as: 1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 3) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance (for lessees with employees). 4) Property insurance against all risks of loss to any tenant improvements or betterments The policy or policies of insurance maintained by Lessee shall provide the following limits and coverages: POLICY MINIMUM LIMITS OF LIABILITY (1) Commercial General Liability $1,000,000 per each occurrence for bodily injury, personal injury and property damage (2) Automobile Liability $ 1,000,000 Combined Single Limit Including Owned, Hired and Non-Owned Automobiles (3) Workers’ Compensation Statutory Employers Liability $1,000,000 per accident for bodily injury or disease (4) Lessee’s Property Insurance DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-16 Rev. 11/18/15 999020‐eml Lessee shall procure and maintain property insurance coverage for: (a) all office furniture, trade fixture, office equipment, merchandise, and all other items of Lessee’s property in, on, at, or about the Premises and the building, include property installed by, for, or at the expense of Lessee; (b) all other improvements, betterments, alterations, and additions to the premises. Lessee’s property insurance must fulfill the following requirements: (a) it must be written on the broadest available “all risk” policy form or an equivalent form acceptable City of Palo Alto, including earthquake sprinkler leakage. (b) for no less than ninety percent (90%) of the full replacement cost (new without deduction for depreciation) of the covered items and property; and (c) the amounts of coverage must meet any coinsurance requirements of the policy or policies. (RL 28.2) Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Lessee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Insurance shall be in full force and effect commencing on the first day of the term of this Lease. Each insurance policy required by this Lease shall: 1. Be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 2. Include a waiver of all rights of subrogation against the City and the members of the City Council and elective or appointive officers or employees, and each party shall indemnify the other against any loss or expense including reasonable attorney fees, resulting from the failure to obtain such waiver. 3. Name the City of Palo Alto as a loss payee on the property policy. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-17 Rev. 11/18/15 999020‐eml 4. Provide that the City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Lessee; products and completed operations of the Lessee; premises owned, occupied or used by the Lessee; or automobiles owned, leased, hired or borrowed by the Lessee. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. 5. Provide that for any claims related to this Lease, the Lessee's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Lessee's insurance and shall not contribute with it. 6. Provide that any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 7. Provide that Lessee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 8. Lessee agrees to promptly pay to City as Additional Rent, upon demand, the amount of any increase in the rate of insurance on the Premises or on any other part of Building that results by reason of Lessee’s act(s) or Lessee’s permitting certain activities to take place. Acceptability of Insurers All insurance policies shall be issued by California-admitted carriers having current A.M. Best's ratings of no lower than A-:VII. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 1 POWER PURCHASE AGREEMENT ELIGIBLE RENEWABLE ENERGY RESOURCE (Palo Alto Clean Local Energy Accessible Now Program) This Power Purchase Agreement - Eligible Renewable Energy Resource, dated, for convenience, , 20 (the “Effective Date”), is entered into by and between the CITY OF PALO ALTO, a California chartered municipal corporation, and , a corporation (individually, a “Party” and, collectively, the “Parties”). RECITALS 1.The Buyer has adopted and implemented its CLEAN Program, which allows an owner of a qualifying electric generation system to sell to the Buyer the power output of a small-scale distributed generation Eligible Renewable Energy Resource, subject to the CLEAN Program’s rules and requirements. 2.The Seller owns or operates and desires to interconnect its Facility in parallel with Buyer’sDistribution System and sell the Energy produced by its Facility, net of Station Service Load, directly to the Buyer in furtherance of the CLEAN Program. 3.The Parties do not intend this Agreement to constitute an agreement by the Buyer to provide retail electrical service to the Seller. 4.The Parties wish to enter into a power purchase agreement for the sale and purchase of theOutput of the Facility. The Parties will enter into a separate “Interconnection Agreement” in connection with this Agreement. NOW THEREFORE, in consideration of the foregoing recitals and the following covenants, terms and conditions, the Parties agree, as follows: AGREEMENT 1.1 DEFINITIONS The initially capitalized terms, whenever used in this Agreement, have the meanings set forth below, unless they are otherwise herein defined. The terms “include,” “includes,” and “including,” when used in this Agreement, shall mean, respectively, “include, without limitation,“ “includes, without limitation” and “including, without limitation.” “Agreement” means this Power Purchase Agreement – Eligible Renewable Energy Resource between the Buyer and the Seller. “Business Day” means any day except a Saturday, Sunday, or a day that the City observes as a regular holiday under Palo Alto Municipal Code section 2.08.100(a). “Buyer” refers to the City of Palo Alto, California, with a principal place of business at 250 Hamilton Avenue, Palo Alto, California 94301. “Buyer’s Distribution System” means the wires, transformers, and related equipment used by the Buyer to deliver electric power to the Buyer’s retail customers, typically at sub-transmission level voltages or lower. “CAISO” means the California Independent System Operator Corporation, or successor entity. “CAISO Tariff” means the CAISO FERC Electric Tariff, as amended. “Capacity” means the ability of a generator at any given time to produce Energy at a specified rate, as EXHIBIT "H" FORM OF CLEAN PPA DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 2 measured in megawatts (“MW”) or kilowatts (“kW”), and any reporting rights associated with it. “Capacity Attributes” means any current or future defined characteristic, certificate, tag, credit, or ancillary service attribute, whether general in nature or specific as to the location or any other attribute of the Facility, intended to value any aspect of the Contract Capacity of the Facility to produce Energy or ancillary services, including contributions towards Resource Adequacy (including those requirements defined in Section 40 of the CAISO Tariff) or reserve requirements (if any), and any other reliability or power attributes. “CEC” means the California Energy Resources Conservation and Development Commission, or successor agency. “Certificate of RPS Eligibility” means a certificate issued by the CEC as evidence of RPS Certification of the Facility. “City” means the government of the City of Palo Alto, California. “CLEAN Program” refers to the Palo Alto Clean Local Energy Accessible Now Program, a renewable energy program established by the City by adoption of resolution number , dated , of the Palo Alto City Council, whereby the Buyer will purchase from the Seller the Output of Eligible Renewable Energy Resources that meet specified criteria set forth in the City’s applicable ordinances and resolutions. “Commercial Operation” means the period of operation of the Facility, once the Commercial Operation Date has occurred. “Commercial Operation Date” means the date specified in the Commercial Operation Date Confirmation Letter, which the Parties execute and exchange in accordance with this Agreement. “Contract Capacity” means the installed electrical Capacity available upon the Commercial Operation Date of the Facility in an amount, as specified in Exhibit “PPA-A.” “Contract Capacity” is measured at the Buyer’s revenue meter at the Delivery Point and is net of any Station Service Loads, any applicable Facility step-up transformer losses, and distribution losses on Buyer’s Distribution System up to the Delivery Point. “Contract Price” means the price paid by the Buyer to the Seller for the Output generated at the Facility and received by the Buyer, as set forth in Exhibit “PPA-A.” “CPUC” means the California Public Utilities Commission, or successor agency. “Delivery Point” means the point of interconnection to Buyer’s Distribution System, where the Buyer accepts title to the Output. “Delivery Term” has the meaning set forth in Section 14.2 hereof. “Eligible Renewable Energy Resource” means an electric generating facility that is defined and qualified as an “eligible renewable energy resource” under California Public Utilities Code Section 399.12(e) and California Public Resources Code Section 25471, respectively, as amended. “Energy” means electrical energy generated from the Facility and delivered to Buyer’s Distribution System with the voltage and quality required by the Buyer, and measured in megawatt-hours (“MWh”) or kilowatt- hours (“kWh”), as metered at the Delivery Point. “Facility” means the qualifying renewable energy generation equipment and associated power conditioning and interconnection equipment that deliver the Output to the Buyer at the Delivery Point. “FERC” means the Federal Energy Regulatory Commission, or successor agency. 9512 5/27/15 DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 3 “Forced Outage” means an unplanned outage of one or more of the Facility’s components that results in a reduction of the ability of the Facility to produce Capacity. “Force Majeure” means an event or circumstance, which prevents a Party from performing its obligations under this Agreement, and which is not in the reasonable control of, or the result of negligence of, the Party claiming Force Majeure, and which by the exercise of due diligence is unable to overcome or cause to be avoided. “Force Majeure” shall include: (a) An act of nature, riot, insurrection, war, explosion, labor dispute, fire, flood, earthquake, storm, lightning, tidal wave, backwater caused by flood, act of the public enemy, terrorism, or epidemic; (b) Interruption of transmission or generation services as a result of a physical emergency condition (and not congestion-related or economic curtailment) not caused by the fault or negligence of the Party claiming Force Majeure and reasonably relied upon and without a reasonable source of substitution to make or receive deliveries hereunder, civil disturbances, strike, labor disturbances, labor or material shortage, national emergency, restraint by court order or other public authority or governmental agency, actions taken to limit the extent of disturbances on the electrical grid; or (c) Other similar causes beyond the control of the Party affected, which causes such Party could not have avoided by the exercise of due diligence and reasonable care. A Party's financial incapacity, the Seller’s ability to sell the Output at a more favorable price or under more favorable conditions, or the Buyer’s ability to acquire the Output at a more favorable price or under more favorable conditions or other economic reasons shall not constitute an event of Force Majeure. “Force Majeure” does not include a Forced Outage to the extent such event is not caused or exacerbated by an event of Force Majeure, as described above, and does not include the Seller’s inability to obtain financing, permits, or other equipment and instruments necessary to plan for, construct, or operate the Facility. “Good Utility Practice” means those practices, methods and acts that would be implemented and followed by prudent operators of electric energy generating facilities in the western United States, similar to the Facility, during the relevant time period, which practices, methods and acts, in the exercise of prudent and responsible professional judgment in the light of the facts known at the time the decision was made, could reasonably have been expected to accomplish the desired result consistent with good business practices, reliability, and safety. The Seller acknowledges that its use of Good Utility Practice does not exempt it from performing any of its obligations arising under this Agreement. “Good Utility Practice” includes, at a minimum, those professionally responsible practices, methods and acts described in the preceding paragraph that comply with manufacturers’ warranties, restrictions in this Agreement, the interconnection requirements of Buyer, the requirements of governmental authorities, and WECC and NERC standards. “Good Utility Practice” also includes the taking of reasonable steps to ensure that: (a) Equipment, materials, resources, and supplies, including spare parts inventories, are available to meet the Facility’s needs; (b) Sufficient operating personnel are available at all times and are adequately experienced and trained and licensed as necessary to operate the Facility properly and efficiently, and are capable of responding to reasonably foreseeable emergency conditions at the Facility and emergencies whether caused by events on or off the Facility’s site; (c) Preventive, routine, and non-routine maintenance and repairs are performed on a basis that ensures reliable, long-term and safe operation of the Facility, and are performed by knowledgeable, trained, and experienced personnel utilizing proper equipment and tools; (d) Appropriate monitoring and testing are performed to ensure equipment is functioning as designed; and (e) Equipment is not operated in a reckless manner, in violation of manufacturer’s guidelines or in a manner unsafe to workers, the general public, or the connecting utility’s electric system or contrary to environmental laws, permits or regulations or without regard to defined limitations such as, flood conditions, safety inspection requirements, operating voltage, current, volt ampere reactive (VAR) loading, frequency, rotational speed, polarity, synchronization, and control system limits; and equipment and components are designed and manufactured to meet or exceed the standard of durability that is generally used for electric energy generating facilities operating in the western United States and will function properly over the full range of ambient temperature and weather conditions reasonably expected to occur at the Facility site and under both normal and emergency conditions. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 4 “Green Attributes” refers to the definition set forth in the Standard Terms and Conditions, Appendix A-2, as amended, Decision D.07-02-011, as modified by D.07-05-057, of the CPUC, which incorporates the definition of “Environmental Attributes” set forth in the Standard Terms and Conditions, Appendix A-1, as amended, D. 04-06-014. “Green Attributes” includes any and all credits, benefits, emissions reductions, environmental air quality credits, offsets, and allowances, howsoever entitled, attributable to the generation from the Facility, and its displacement of conventional energy generation, whether existing now or arising in the future. “Green Attributes” includes RECs, as well as (1) any avoided emissions of pollutants to the air, soil or water, such as sulfur oxides (“SOx”), nitrogen oxides (“NOx”), carbon monoxide (“CO”) and other pollutants; (2) any avoided emissions of carbon dioxide (“CO2”), methane (“CH4”), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride, and other greenhouse gases (“GHGs”) that have been determined by the United Nations Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere; and (3) the reporting rights to these avoided emissions such as Green Tag Reporting Rights and RECs. “Green Tag Reporting Rights” are the right of a Green Tag Purchaser to report the ownership of accumulated Green Tags in compliance with federal or state law, if applicable, and to a federal or state agency or any other party at the Green Tag Purchaser’s discretion, and include those Green Tag Reporting Rights accruing under Section 1605(b) of the Energy Policy Act of 1992 and any present or future federal, state, or local law, regulation or bill, and international or foreign emissions trading program. Green Tags are accumulated on a kWh basis and one Green Tag represents the Green Attributes associated with one (1) MWh of Energy. “Green Attributes” do not include (i) any Energy, Capacity, reliability, or other power attributes of the Facility, (ii) production or investment tax credits associated with the construction or operation of the Facility and other financial incentives in the form of credits, grants, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation, (iii) fuel-related subsidies or “tipping fees” that may be paid to Seller to accept certain fuels, or local subsidies received by the generator for the destruction of particular pre-existing pollutants or the promotion of local environmental benefits, or (iv) emission reduction credits encumbered, used or created by the Facility for compliance with or sale under local, state, or federal operating and/or air quality permits or programs. If the Facility is a biomass or landfill facility and the Seller receives any tradable Green Attributes based on the Facility’s greenhouse gas reduction benefits or other emission offsets attributed to its fuel usage, the Seller shall provide the Buyer with sufficient Green Attributes to ensure that there are zero net emissions associated with the production of electricity from the Facility. “Green Attributes” includes any other environmental credits or benefits recognized in the future and attributable to Energy generated by the Facility during the Term that may not be represented by Green Tag Reporting Rights or RECs, unless otherwise excluded herein. Any Green Attributes provided under this Agreement shall be documented by RECs, or any other representation of the environmental benefits of the Output, the monthly cumulative total of which shall be provided to the Buyer, as specified herein. “Interconnection Agreement” refers to the agreement between the Buyer and the Seller, specific to the interconnection of the Facility to Buyer’s Distribution System. “NERC” means the North American Electric Reliability Corporation, or successor organization. “NCPA” means Northern California Power Agency, a California joint action agency, or successor agency. “Output” means all Capacity associated with Contract Capacity and associated Energy made available from the Facility, as well as any Capacity Attributes, Green Attributes, or other attributes existing now or in the future associated with Contract Capacity and/or associated Energy. “Output” does not include production or investment tax credits associated with the construction or operation of the Facility and other financial incentives in the form of credits, grants, reductions, or allowances associated with the Facility that are applicable to a state or federal income taxation obligation. “Planned Outage” means an outage, scheduled in advance, of one or more of the Facility’s components that results in a reduction of the ability of the Facility to produce Capacity. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 5 “Pre-Certification Price” means the contract price to be paid for all Energy delivered to the Buyer prior to the RPS Certification Date, as specified in Exhibit “PPA-A”. “Renewable Energy Credit” or “REC” has the meaning set forth in Section 399.12(h)(1) and (2) of the California Public Utilities Code, and includes a certificate of proof that one unit of electricity was generated by an Eligible Renewable Energy Resource. Currently, RECs are used to convey all Green Attributes associated with electricity production by a renewable energy resource. RECs are accumulated on a kWh basis and one REC represents the Green Attributes associated with the generation of 1 MWh (1,000 kWhs) from the Facility. For purposes of this Agreement, the term REC shall be synonymous with the term Green Tag, green ticket, bundled or unbundled renewable energy credit, tradable renewable energy certificates, or any other term used to describe the documentation that evidences the renewable and Green Attributes associated with electricity production by an Eligible Renewable Energy Resource. “Renewables Portfolio Standard” or “RPS” means the standard adopted by the State of California pursuant to Senate Bill 2 1st Extraordinary Session (SBX1 2, Chapter 1, Statutes 2011-12), and California Public Utilities Code Sections 399.11through 399.31, inclusive, as may be amended, setting minimum renewable energy targets for local publicly owned electric utilities. “Reservation Deposit” means the monetary deposit submitted by the Seller (or the Facility sponsor on behalf of the Seller) to secure a reservation of the CLEAN Program’s prices. The Reservation Deposit is set forth in Exhibit “PPA-A.” “Resource Adequacy” means a requirement by a governmental authority or in accordance with its FERC- approved tariff, or a policy approved by a local regulatory authority, that is binding upon either Party and that requires that Party to procure a certain amount of electric generating capacity. “RPS Certification” means certification by the CEC that the Facility qualifies as an Eligible Renewable Energy Resource for RPS purposes, and that all Energy produced by the Facility qualifies as generation from an Eligible Renewable Energy Resource, as evidenced by a Certificate of RPS Eligibility. “RPS Certification Date” means the date on which the RPS Certification begins, as specified in the Certificate of RPS Eligibility. “Seller” means with a principal place of business at , , . “Station Service Load” means the electrical loads associated with the operation and maintenance of the Facility, which may at times be supplied from the Facility’s Energy. “Term” has the meaning set forth in Section 14.1 hereof. “WECC” means the Western Electricity Coordinating Council, the regional entity responsible for coordinating and promoting regional bulk electric system reliability in the Western Canada and the United States, or any successor organization. 2.0 SELLER’S GENERATING FACILITY, PURCHASE PRICE AND PAYMENT 2.1 Facility. This Agreement governs the Buyer’s purchase of the Output from the Facility, as described in Exhibit “PPA-A.” The Seller shall not modify the Facility to increase or decrease the Contract Capacity after the Commercial Operation Date. 2.2 Products Purchased. During the Delivery Term, the Seller shall sell and deliver, or cause to be delivered, and the Buyer shall purchase and receive, or cause to be received, the Output from the Facility. The Seller shall not have the right to procure the Output from sources other than the Facility for sale or delivery to the Buyer under this Agreement or to substitute the Output. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 6 2.3 Delivery Term. The Delivery Term shall commence on the Commercial Operation Date under this Agreement, and shall continue for an uninterrupted period of [twenty (20) or twenty-five (25)] years. This period will commence on the first day of the calendar month immediately following the Commercial Operation Date. As evidence of the Commercial Operation Date, the Parties shall execute and exchange the “Commercial Operation Date Confirmation Letter,” attached hereto as Exhibit “PPA-B.” The Commercial Operation Date shall be the date on which the Parties acknowledge, in writing, that the Facility starts operating and is otherwise in compliance with applicable interconnection and system protection requirements, including the final approvals by the City’s building department official. 2.4 Payment for Products Purchased. 2.4.1 Deliveries Prior to RPS Certification Date. Once the Facility has achieved Commercial Operation, if the CEC has not issued a Certificate of RPS Eligibility for the Facility or the Facility has not been registered with the appropriate entity for the tracking of Green Attributes, the Buyer will pay the Seller for the Output by multiplying the Pre-Certification Price by the quantity of Energy. 2.4.2 Deliveries After RPS Certification Date. Once the Facility has achieved Commercial Operation, the CEC has issued a Certificate of RPS Eligibility for the Facility, and the Facility has been registered with the appropriate entity for the tracking of Green Attributes, the Buyer shall pay the Seller for all Output on or after the RPS Certification Date by multiplying the Contract Price by the quantity of Energy. 2.4.3 True-up Upon Issuance of Certificate of RPS Eligibility. Once the Facility has achieved Commercial Operation, the CEC has issued a Certificate of RPS Eligibility for the Facility, and the Facility has been registered with the appropriate entity for the tracking of Green Attributes, the Buyer will pay the Seller an amount equal to the difference between the Contract Price and the Pre-Certification Price for the Output (a) that was delivered on or after the RPS Certification Date and (b) for which the Seller has already received payment at the Pre- Certification Energy Price. 2.4.4 Energy in Excess of Contract Capacity. The Seller shall not receive payment for any Energy or Green Attributes delivered in any hour to the Buyer in excess of the following amount of energy (in kilowatt-hours): 110% of the Contract Capacity (in kilowatts) multiplied by one hour. Any payment in excess of this amount shall be refunded to the Buyer, on demand. 2.5 Billing. The Buyer shall pay the Seller by check or electronic funds transfer, on a monthly basis, within thirty (30) days of the meter reading date. 2.6 Title and Risk of Loss. Title to and risk of loss related to the Output shall be transferred from the Seller to the Buyer at the Delivery Point. The Seller warrants that it will deliver to the Buyer the Output free and clear of all liens, security interests, claims, encumbrances or any interest therein or thereto by any person, arising prior to the Delivery Point. 2.7 No Additional Incentives. The Seller warrants that it has not received any other incentives funded by the Buyer’s ratepayers and it further agrees that, during the Term, it shall not seek additional compensation or other benefits from the Buyer pursuant to the following programs of the Buyer: (a) Photovoltaic (PV) Partners Program; (b) Power from Local Ultra-Clean Generation Incentive (PLUG- In) Program; or (c) other similar programs that are or may be funded by the Buyer’s ratepayers. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 7 3.0 RPS CERTIFICATION; GREEN ATTRIBUTES 3.1 CEC Certification. The Seller, at its own cost and expense, shall obtain the RPS Certification within six (6) months of the Commercial Operation Date. The Seller shall maintain the RPS Certification at all times during the Delivery Term. The foregoing provision notwithstanding, the Seller shall not be in breach of this Agreement and the Buyer shall not have the right to terminate this Agreement, if the Seller’s failure to obtain or maintain the RPS Certification is due to a change in California law, occurring after the Commercial Operation Date, so long as the Seller has used commercially reasonable efforts to obtain and maintain the RPS Certification and the Seller’s actions or omissions did not contribute to its inability to obtain and maintain the RPS Certification. 3.2 Obligation to Deliver Green Attributes. The Seller shall sell and deliver to the Buyer, and the Buyer shall buy and receive from the Seller, all right, title, and interest in and to Green Attributes associated with Energy, produced by the Facility and delivered to the Buyer at the Delivery Point, whether now existing or that hereafter come into existence during the Term, except as otherwise excluded herein; provided, the Buyer shall not be obligated to purchase and pay the Seller for any Green Attributes associated with any amount of the Output, that is generated by any fuel which is not renewable and which cannot be counted for the purpose of the production of Green Attributes. The Seller agrees to sell and make all such Green Attributes available to the Buyer to the fullest extent allowed by applicable law, in accordance with the terms and conditions of this Agreement. The Seller warrants that the Green Attributes provided under this Agreement to the Buyer shall be free and clear of all liens, security interests, claims and encumbrances. 3.3 Conveyance of Green Attributes. The Seller shall provide Green Attributes associated with the Facility, which shall be documented and conveyed to the Buyer in accordance with the procedure described in Exhibit “PPA-D.” 3.4 Additional Evidence of Green Attributes Conveyance. At the Buyer’s request, the Seller shall provide additional reasonable evidence to the Buyer or to third parties of the Buyer’s right, title, and interest in the Green Attributes and any other information with respect to Green Attributes, as may be requested by the Buyer. 3.5 Modification of Green Attributes Conveyance Procedure. The Buyer may unilaterally modify Exhibit “PPA-D” in order to reflect changes necessary in the Green Attributes conveyance procedures, so that the Buyer may be able to receive and report the Green Attributes, purchased under this Agreement, as belonging to the Buyer. 3.6 Reporting of Ownership of Green Attributes. The Seller shall not report to any person or entity that the Green Attributes sold and conveyed to the Buyer belong to any person other than the Buyer. The Buyer may report under any applicable program that Green Attributes purchased by the Buyer hereunder belong to it. 3.7 Greenhouse Gas Emissions. The Seller shall comply with any laws and/or regulations regarding the need to offset emissions of GHGs by delivering to the Buyer the Energy from the Facility with a net zero GHG impact. 4.0 CONVEYANCE OF CAPACITY ATTRIBUTES 4.1 Conveyance of Resource Adequacy Capacity. The Seller shall not report to any person or entity that the Resource Adequacy Capacity, as defined in the CAISO Tariff) associated with the Facility, if any, belongs to a person other than the Buyer, which may report that Resource Adequacy Capacity purchased hereunder belongs to it to fulfill the Resource Adequacy requirements, as defined in Section 40 of the CAISO Tariff, as amended, or any successor program. The Seller shall take those actions described in Section 6.0 hereof, as applicable, to secure recognition of Resource Adequacy Capacity by the CAISO. 4.2 Conveyance of Other Capacity Attributes. In addition to the obligations imposed on the DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 8 Seller under Section 4.1, the Seller will undertake any and all actions reasonably needed to enable the Buyer to effect the recognition and transfer of any Capacity Attributes in addition Resource Adequacy, to the extent that such Capacity Attributes exist now or will exist in the future; provided, if such actions require any actions beyond the giving of notice by the Seller, then the Buyer shall reimburse all out-of- pocket costs and charges of such actions. 4.3 Reporting of Ownership of Capacity Attributes. The Seller shall not report to any person or entity that the Capacity Attributes sold and conveyed to the Buyer belong to any person other than the Buyer. The Buyer may report under any such program that such Capacity Attributes purchased hereunder belong to it. 5.0 METERING AND OPERATIONS 5.1 Timing of Outages. The Seller may not schedule or take any Planned Outage from 12:00 p.m. through 7:00 p.m. Pacific Time during the months of June through October. 5.2 Outage Reporting. 5.2.1 Buyer Request. The Seller is not required to report any Planned Outage or Forced Outage, unless the Buyer first submits a written request to the Seller to commence Outage reporting. Upon receipt of such a request, the Seller shall report all subsequent Planned Outages and the Forced Outages according to the procedures described in subsections 5.2.2 and 5.2.3, and shall continue such reporting until (a) the termination of this Agreement for any reason, or (b) the Buyer subsequently provides written notice to the Seller that the Seller may cease such reporting in the future. 5.2.2 Planned Outage Notifications. The Seller shall notify the Buyer at least 72 hours in advance of any Planned Outage that would result in a reduction in the effective Output of the Facility during the period over which the Planned Outage is scheduled. Notification shall be provided by e-mail to the e-mail address (or addresses) set forth in Exhibit “PPA-F.” 5.2.3 Forced Outage Notifications. Within 24 hours of the occurrence of a Forced Outage of the Facility that impacts the ability of the Facility to produce Energy, the Seller shall notify the Buyer of the Forced Outage, including the Capacity of the Facility that is impacted, and the expected duration of the Forced Outage. Within 24 hours of the return of the Facility to service following the Forced Outage, the Seller shall notify the Buyer of the return-to-service details. Notification shall be made by e-mail to the address (or addresses) set forth in Exhibit “PPA-F.” 5.3 Metering. The Buyer shall furnish and install one or more standard watt-hour meters to read Energy generated by the Facility, and it will charge a meter fee to the Seller to cover the costs associated with the meter’s purchase and installation. As requested, the Seller shall provide and install a meter socket in accordance with the Buyer’s metering standards. The Buyer reserves the right to install additional metering equipment at its sole cost and expense. 6.0 PARTICIPATING GENERATORS 6.1 Applicability. This Section 6.0 shall apply if the Facility meets the definition of a “Participating Generator,” as may be defined by the CAISO Tariff. This Section 6.0 shall not apply if the definition applies to the Facility only upon the election by the Seller. For the purposes of this Section 6.0, all special terms not otherwise defined in Section 1.0 are defined in the CAISO Tariff. 6.2 Participating Generator Agreement. The Buyer will notify the CAISO of the Seller’s interconnection to Buyer’s Distribution System. If the CAISO requires it, the Seller, at its own expense, shall negotiate and enter in to two contracts, a “Participating Generator Agreement” and a “Meter Services Agreement for CAISO Metered Entities,” with the CAISO. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 9 6.3 Scheduling Coordination. If the CAISO requires the Seller to enter in to a Participating Generator Agreement, then the Seller shall designate NCPA as the Buyer’s scheduling coordinator. The Buyer, acting in its sole discretion, may replace NCPA as the scheduling coordinator for the Facility. If NCPA ceases to be the scheduling coordinator for the Facility and the Buyer has not, upon fourteen (14) days’ prior written notice of inquiry from the Seller, appointed a replacement scheduling coordinator, then the Seller shall have the right to appoint a replacement scheduling coordinator on the Buyer’s behalf. Thereafter, the Buyer shall enter into all reasonable and appropriate agreements with such replacement scheduling coordinator at its own costs. 6.4 Scheduling Procedure. The Buyer may require the Seller to provide the Buyer with Energy forecasts on a periodic basis, as may be necessary for the Buyer to account for expected Facility generation in its daily power scheduling process. The requirements are set forth in Exhibit “PPA-C.” 6.5 Modification of Scheduling and Outage Notification Procedure. The Buyer may unilaterally modify Exhibit “PPA-C” to reflect changes necessary in the scheduling and Outage notification procedures. The Buyer shall give the Seller reasonable notice of any such changes. 6.6 Provision of Other Equipment. If the Seller is required to enter into a Participating Generator Agreement with the CAISO, then the Seller, at its own cost and expense, shall provide and maintain data transmission-grade phone line and telecommunications equipment at the meter location that complies with applicable requirements of the CAISO, the Buyer, and NCPA. Any meter installed by the Seller shall comply at all times with the CAISO’s metering requirements. If the Seller fails to provide or maintain any such required equipment or data connection, then the Buyer shall acquire, install and maintain the same at the Seller’s sole cost and expense. 6.7 Designation as Resource Adequacy Resource. The Buyer may submit a written request to the Seller to obtain the CAISO’s designation of the Facility as a Resource Adequacy Resource. Upon receipt of such request, the Seller shall provide such information and undertake such steps as may be required by the CAISO in order to complete such an assessment. If the Buyer makes such a request, then the Buyer shall be responsible for the following: (1) any costs charged to the Seller by the CAISO as a condition of applying for or receiving designation as a Resource Adequacy Resource, including any deposits required during the study process or the cost of any related studies or deliverability assessments performed by the CAISO; (2) the capital, installation, and maintenance costs of any additional equipment required by the CAISO as a condition of receiving designation as a Resource Adequacy Resource; (3) the costs of any Network Upgrades, as defined in the CAISO Tariff, as may be required by the CAISO, provided, the Buyer shall receive any subsequent repayments from the CAISO or the Participating Transmission Owner related to such upgrades; and (4) any charges or penalties assessed by the CAISO as a consequence of the Facility’s designation as a Resource Adequacy Resource. 6.8 CAISO Charges. The Buyer shall be solely responsible for paying all costs and charges associated with the receipt of Energy under this Agreement, at the Delivery Point, and for the transmission and delivery of Energy from the Delivery Point to any other point downstream of the Delivery Point, including transmission costs and charges, competition transition charges, applicable control area service charges, transmission congestion charges, inadvertent energy flows, any other CAISO charges related to the transmission of such Energy by the CAISO and any charge assessed or collected in the future pursuant to any utility tariff or rate schedule, however defined, for transmission or transmission-related service rendered by or for any transmission-owning or operating entity. The Seller will undertake any and all actions reasonably needed to allow the Buyer to comply with any obligations, and minimize any potential liability, under the CAISO tariff. If and to the extent that the Seller fails to comply with the notice provision in Exhibit “PPA-C,” concerning Outages, or with its obligations as outlined in the previous sentence, the Seller shall be wholly responsible for all imbalances, deviations, or any other CAISO charges or penalties associated with such Outage or other CAISO Tariff obligation. 6.9 Inclusion in Metered Subsystem. At the option of the Buyer, the Facility may be included within NCPA’s metered sub-system in connection with the scheduling of power over the CAISO grid and related functions; provided, however, that such inclusion shall have no adverse effect on the Facility’s operations or the Seller (or any such effect shall be fully mitigated by the Buyer). The Seller will undertake any and all actions reasonably needed to allow the Buyer to comply with any obligations, and DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 10 minimize any potential liability, under the CAISO Tariff; provided, that if such actions require any actions beyond the giving of notice to be provided by the Buyer, then the Buyer shall reimburse the Seller for all out-of-pocket costs and charges of such actions. 7.0 COMMERCIAL OPERATION DATE; REFUND OF RESERVATION DEPOSIT 7.1 Commercial Operation Date. The Facility shall achieve Commercial Operation by the Commercial Operation Date deadline (the “Deadline”), which is one (1) year from the Effective Date. 7.2 Reservation Deposit. The Buyer acknowledges that, as of the Effective Date or other date established by the Buyer, the Seller has provided the Reservation Deposit to the Buyer. 7.2.1 If the Commercial Operation Date occurs on or prior to the Deadline, the Buyer shall refund to the Seller the Reservation Deposit without interest. 7.2.2 If the Commercial Operation Date commences within seventy (70) days of the Deadline, the Seller, as liquidated damages and not as a penalty, shall relinquish its claim to a ten percent (10%) portion of the amount of the Reservation Deposit for every full week transpiring between the Deadline and the Commercial Operation Date, but the total amount to be relinquished to the Buyer shall not exceed 100% of the Reservation Deposit. 7.2.3 If the Facility has not achieved Commercial Operation within seventy (70) days of the Deadline, then the Buyer may terminate this Agreement without liability of either Party to the other Party by giving written notice of termination to the Seller. 7.2.4 If the Seller gives notice of termination to terminate the Agreement before Commercial Operation occurs, then the Buyer shall refund a percentage of the Reservation Deposit equal to the following: the percentage to be refunded will equal A/B, where A equals the number of days between the date of the Seller’s notice of termination, received by the Buyer, and the Deadline, and B equals the number of days between the Effective Date and the Deadline. 7.3 Return of Reservation Deposit. The Buyer shall return to the Seller the Reservation Deposit, without interest, in the event that (a) the Buyer furnishes written notice of the costs of interconnection (defined in the Interconnection Agreement to include the costs related to the Interconnection Facilities and Distribution Upgrades) to the Seller and (b) within thirty (30) days of receipt of the notice regarding costs of interconnection, the Seller provides the Buyer with written notice that the Seller does not intend to sign the Interconnection Agreement and does intend to proceed with the project. 8.0 REPRESENTATION AND WARRANTIES; COVENANTS 8.1 Representations and Warranties. On the Effective Date, each Party represents and warrants to the other Party that: DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 11 8.1.1 It is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; 8.1.2 The execution, delivery and performance of this Agreement is within its powers, have been duly authorized by all necessary action and do not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it; 8.1.3 This Agreement and each other document executed and delivered in accordance with this Agreement constitutes its legally valid and binding obligation enforceable against it in accordance with its terms; 8.1.4 It is not bankrupt and there are no proceedings pending or being contemplated by it or, to its knowledge, threatened against it which would result in it being or becoming bankrupt; 8.1.5 There is not pending or, to its knowledge, threatened against it or any of its affiliates, if any, any legal proceedings that could materially adversely affect its ability to perform its obligations under this Agreement; and 8.1.6 It is acting for its own account, has made its own independent decision to enter into this Agreement and as to whether this Agreement is appropriate or proper for it based upon its own judgment, is not relying upon the advice or recommendations of the other Party in so doing, and is capable of assessing the merits of, and understands and accepts, the terms, conditions and risks of this Agreement. 8.2 General Covenants. Each Party covenants that, during the Term: 8.2.1 It shall continue to be duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation; 8.2.2. It shall maintain (or obtain from time to time as required, including through renewal, as applicable) all regulatory authorizations necessary for it to legally perform its obligations under this Agreement; and 8.2.3 It shall perform its obligations under this Agreement in a manner that does not violate any of the terms and conditions in its governing documents, any contracts to which it is a party or any law, rule, regulation, order or the like applicable to it. 8.3 Covenant by Seller. The Seller covenants that, during the Term: 8.3.1 If the Eligible Renewal Energy Resource or the Facility is considered an ‘eligible qualifying facility’ under applicable law and has a net power production capacity of greater than one (1) megawatt, then the Seller covenants and agrees that, within thirty (30) days of the Effective Date or longer period allowed by law, it will complete and file Form No. 556 or other similar form with FERC as the same may be required by law.” 9.0 GENERAL CONDITIONS 9.1 Facility Care and Interconnection. During the Delivery Term, the Seller shall execute and maintain an “Interconnection Agreement” with the Buyer, whereby the Seller shall pay and be responsible for designing, installing, operating, and maintaining the Facility in accordance with all applicable laws and regulations and shall comply with all applicable Buyer, WECC, FERC, and NERC requirements, including applicable interconnection and metering requirements. The Seller shall also comply with any modifications, amendments or additions to the applicable tariff and protocols. The Seller also shall arrange and pay independently for any and all necessary costs under the Interconnection Agreement with the Buyer. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 12 9.2 Standard of Care. The Seller shall: (a) operate and maintain the Facility in a safe manner in accordance with its existing applicable interconnection agreements, manufacturer’s guidelines, warranty requirements, Good Utility Practice, industry norms (including standards of the National Electrical Code, Institute of Electrical and Electronic Engineers, American National Standards Institute, and the Underwriters Laboratories, and in accordance with the requirements of all applicable federal, state and local laws and the National Electric Safety Code, as such laws and code norms may be amended from time to time; (b) obtain any governmental authorizations and permits required for the construction and operation thereof. The Seller shall make any necessary and commercially reasonable repairs with the intent of optimizing the availability of electricity to the Buyer. The Seller shall reimburse the Buyer for any and all losses, damages, claims, penalties, or liability that the Buyer incurs as a result of the Seller’s failure to obtain or maintain any governmental authorizations and permits required for the construction and operation of the Facility throughout the Term. 9.3 Access Rights. The Buyer, its authorized agents, employees and inspectors shall have the right to inspect the Facility on reasonable advance notice during normal business hours and for any purposes reasonably connected with this Agreement or the exercise of any and all rights secured to the Buyer by law, including, without limitation, its ordinances, resolutions, tariffs, utility rate schedules or utilities rules and regulations. The Buyer shall make reasonable efforts to coordinate its emergency activities with the safety and security departments, if any, of the Facility’s operator. The Seller shall keep the Buyer advised of current procedures for communicating with the Facility operator’s safety and security departments. 9.4 Protection of Property. Each Party shall be responsible for protecting its own facilities from possible damage resulting from electrical disturbances or faults caused by the operation, faulty operation, or non-operation of the other Party’s facilities and such other Party shall not be liable for any such damages so caused. 9.5 Insurance. During the Term, the Seller shall obtain and maintain and otherwise comply with the insurance requirements, as set forth in Exhibit “PPA-E.” 9.6 Buyer’s Performance Excuse; Seller Curtailment. 9.6.1 Buyer Performance Excuse. The Buyer shall not be obligated to accept or pay for the Output during Force Majeure that affects the Buyer’s ability to accept Energy. 9.6.2 Seller Curtailment. The Buyer may require the Seller to interrupt or reduce deliveries of Energy: (a) whenever necessary to construct, install, maintain, repair, replace, remove, or investigate any of its equipment or part of the Buyer’s Distribution System or facilities; or (b) if the Buyer determines that curtailment, interruption, or reduction is necessary due to a System Emergency, as defined in the CAISO Tariff, an unplanned outage on Buyer’s Distribution System, Force Majeure, or compliance with Good Utility Practice. 9.7 Notices of Outages. Whenever possible, the Buyer shall give the Seller reasonable notice of the possibility that interruption or reduction of deliveries may be required. 9.8 No Additional Loads. The Seller shall not connect any loads not associated with Station Service Loads at the location of the Facility in a manner that would reduce Energy provided from the Facility to the Buyer hereunder. The Seller shall obtain separate retail electric service under the Buyer’s rate schedules for the service of such additional loads. 10.0 FORCE MAJEURE 10.1 Effect of Force Majeure. A Party shall be excused from its performance under this Agreement to the extent, but only to the extent, that its performance hereunder is prevented by Force Majeure. A Party claiming Force Majeure shall exercise due diligence to overcome or mitigate the effects DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 13 of Force Majeure; provided, that nothing in this Agreement shall be deemed to obligate the Party affected by Force Majeure (a) to forestall or settle any strike, lock-out or other labor dispute against its will; or (b) for Force Majeure affecting the Seller only, to purchase electric power to cure Force Majeure. 10.2 Remedial Action. A Party shall not be liable to the other Party if the Party is prevented from performing its obligations hereunder due to Force Majeure. The Party rendered unable to fulfill an obligation by reason of Force Majeure shall take all action necessary to remove such inability with all due speed and diligence. The nonperforming Party shall be prompt and diligent in attempting to remove the cause of its failure to perform, and nothing herein shall be construed as permitting that Party to continue to fail to perform after that cause has been removed. Notwithstanding the foregoing, the existence of Force Majeure shall not excuse any Party from its obligations to make payment of amounts due hereunder. 10.3 Notice of Force Majeure. In the event of any delay or nonperformance resulting from Force Majeure, the Party directly impacted by Force Majeure shall, as soon as practicable under the circumstances, notify the other Party, in writing, of the nature, cause, date of commencement thereof and the anticipated extent of any delay or interruption in performance. 10.4 Termination Due to Force Majeure. If a Party will be prevented from performing its material obligations under this Agreement for an estimated period of twelve (12) consecutive months or longer due to Force Majeure, then the unaffected Party may terminate this Agreement, without liability of either Party to the other, upon thirty (30) Days’ prior written notice at any time during Force Majeure. 11.0 INDEMNITY 11.1 Indemnity by the Seller. The Seller shall indemnify, defend, and hold harmless the Buyer, its elected and appointed officials, directors, officers, employees, agents, and representatives against and from any and all losses, claims, demands, liabilities and expenses, actions or suits, including reasonable costs and attorney’s fees, resulting from, or arising out of or in any way connected with claims by third parties associated with (A) (i) Energy delivered at the Delivery Point; (ii) the Seller’s operation and/or maintenance of the Facility; or (iii) the Seller’s actions or inactions with respect to this Agreement, and (B) any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to or destruction of property belonging to the Buyer or other third party, excepting only such loss, claim, action or suit as may be caused solely by the willful misconduct or gross negligence of the Buyer, its agents, employees, directors or officers. 11.2 Indemnity by the Buyer. The Buyer shall indemnify, defend, and hold harmless the Seller, its directors, officers, employees, agents, and representatives against and from any and all losses, claims, demands, liabilities and expenses, actions or suits, including reasonable costs and attorney’s fees resulting from, or arising out of or in any way connected with claims by third parties associated with acts of the Buyer, its officers, employees, agents, and representatives, relating to: (A) Energy delivered by the Seller under this Agreement after the Delivery Point, and (B) any loss, claim, action or suit, for or on account of injury, bodily or otherwise, to, or death of, persons, or for damage to or destruction of property belonging to the Seller or other third party, excepting only such loss, claim, action or suit as may be caused solely by the willful misconduct or gross negligence of the Seller, its agents, employees, directors or officers. 12.0 LIMITATION OF DAMAGES EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT THERE IS NO WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY AND ALL IMPLIED WARRANTIES ARE DISCLAIMED. LIABILITY SHALL BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY AND ALL OTHER REMEDIES OR DAMAGES AT LAW OR IN EQUITY ARE WAIVED UNLESS EXPRESSLY HEREIN PROVIDED. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR INDIRECT DAMAGES, LOST PROFITS OR OTHER BUSINESS INTERRUPTION DAMAGES, BY STATUTE, IN TORT OR DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 14 CONTRACT, UNDER ANY INDEMNITY PROVISION OR OTHERWISE. UNLESS EXPRESSLY HEREIN PROVIDED, AND SUBJECT TO THE PROVISIONS OF SECTION 11 (INDEMNITY), IT IS THE INTENT OF THE PARTIES THAT THE LIMITATIONS HEREIN IMPOSED ON REMEDIES AND THE MEASURE OF DAMAGES BE WITHOUT REGARD TO THE CAUSE OR CAUSES RELATED THERETO, INCLUDING THE NEGLIGENCE OF ANY PARTY, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT OR CONCURRENT, OR ACTIVE OR PASSIVE. 13.0 NOTICES Notices shall, unless otherwise specified herein, be given, in writing, and may be delivered by hand delivery, United States mail, overnight courier service, facsimile or electronic messaging (e-mail) to the addresses set forth in Exhibit “PPA-F.”. Whenever this Agreement requires or permits delivery of a “notice” (or requires a Party to “notify”), the Party with such right or obligation shall provide a written communication in the manner specified below. A notice sent by facsimile transmission or electronic mail will be recognized and shall be deemed received on the Business Day on which such notice was transmitted if received before 5 p.m. Pacific Time (and if received after 5 p.m., on the next Business Day) and a notice by overnight mail or courier shall be deemed to have been received two (2) Business Days after it was sent or such earlier time as is confirmed by the receiving Party unless it confirms a prior oral communication, in which case any such notice shall be deemed received on the day sent. A Party may change its addresses by providing notice of same in accordance with this provision. A Party may request a change to Exhibit “PPA- F” as necessary to keep the information current. 14.0 TERM, TERMINATION EVENT AND TERMINATION 14.1 Term. The Term shall commence upon the execution by the duly authorized representatives of each of the Parties, and shall remain in effect until the conclusion of the Delivery Term, unless terminated sooner pursuant to the terms and conditions of this Agreement. All indemnity rights shall survive the termination of this Agreement for twelve (12) months. 14.2 Delivery Term. The Delivery Term of the Agreement is _______ years and is defined as the period of time from the Commercial Operation Date through the expiration or early termination of this Agreement. 14.3 Termination Event. 14.3.1 The Buyer shall have the right, but not the obligation, to terminate this Agreement upon the occurrence of any of the following, each of which is a “Termination Event”: (a) The Facility has not achieved Commercial Operation within seventy (70) days following the Deadline; (b) After the Commercial Operation Date, the Seller has not sold or delivered Energy from the Facility to the Buyer for a period of twelve (12) consecutive months; (c) If the Facility does not obtain RPS Certification within six (6) months of the Commercial Operation Date and maintain RPS Certification as required by Section 3.2; or (d) The Seller breaches any other material obligation of this Agreement. 14.3.2 The Seller shall have the right, but not the obligation, to terminate this Agreement upon the occurrence of any of the following, each of which is a “Termination Event”: (a) The Buyer fails to make a payment due and payable under this Agreement within thirty (30) days after written notice that such payment is due; or (b) The Buyer breaches any other material obligation of this Agreement. The preceding sentence notwithstanding, the Seller may terminate this Agreement without cause at any time prior to the Commercial Operation Date, subject to the provisions of Section 7 of this Agreement. 14.4 Time to Cure. None of the events described in Section 14.2.1 and 14.2.2 shall constitute a Termination Event if the Buyer or the Seller cures the event, failure, or circumstance within thirty (30) days after receipt of written notification sent by the other Party, seeking termination, or such longer period as may be necessary to cure so long as the Party subject to the Terminating Event is exercising diligent efforts to cure. 14.5 Termination. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 15 14.5.1 Declaration of a Termination Event. If a Termination Event has occurred and is continuing, the Party with the right to terminate shall have the right to: (a) send notice, designating a day, no earlier than thirty (30) days after such notice is deemed to be received (as provided in Section 13), as an early termination date of this Agreement (the “Early Termination Date”), unless the Seller has timely communicated with the Buyer and the Parties have agreed to resolve the circumstances giving rise to the Termination Event; (b) accelerate all amounts owing between the Parties; and (c) terminate this Agreement and end the Delivery Term effective as of the Early Termination Date. 14.5.2 Release of Liability for Termination Event. Upon termination of this Agreement pursuant to this section neither Party shall be under any further obligation or subject to liability hereunder, except with respect to the indemnity provision in Section 11 hereof, which shall remain in effect for a period of 12 months following the Early Termination Date. 14.6 No Limitation on Damages. Nothing in this Agreement shall be deemed or construed to limit a Party’s right to recover damages from the other Party, except as otherwise provided in this Agreement. 15.0 RELEASE OF DATA Except as may be exempt from disclosure under applicable law, the Seller authorizes the Buyer to release to any regulatory authority having jurisdiction over the Facility or a Party, or to any request made pursuant to the California Constitution or the California Public Records Act, information regarding the Facility, including the Seller’s name and location, operational characteristics, the Term of this Agreement, the Facility resource type, the scheduled Commercial Operation Date, the actual Commercial Operation Date, the Contract Capacity, payments made to the Seller and Energy production information. The Seller acknowledges that this information may be made publicly available. 16.0 ASSIGNMENT Neither Party shall assign this Agreement or its rights hereunder without the prior written consent of the other Party, which consent shall not be unreasonably withheld. 16.1 Upon the written request of the Seller, the Buyer will execute a “Lender Consent and Agreement” between the Seller and the Seller’s lender(s), if any, in the form acceptable to the Parties; provided, for illustration purposes only, an exemplar is attached hereto as Exhibit “PPA-G.” 16.2 Notwithstanding the foregoing, no Consent and Agreement shall be required for: 16.2.1 Any assignment or transfer of this Agreement by the Seller to an affiliate of the Seller, provided that such affiliate’s creditworthiness is equal to or better than that of Seller, as reasonably determined by the non-assigning or non-transferring Party; or 16.2.2 Any assignment or transfer of this Agreement by the Seller or the Buyer to a person succeeding to all or substantially all of the assets of such Party, provided that such person’s creditworthiness is equal to or greater than that of such Party, as reasonably determined by the non-assigning or non-transferring Party. 16.2.3 Notification of any assignment or transfer of this Agreement under Section 16.2.1 or 16.2.2 shall be given to the non-assigning or non-transferring Party in accordance with Exhibit “PPA-F.” 17.0 APPLICABLE LAW, VENUE, ATTORNEYS’ FEES, AND INTERPRETATION This Agreement will be governed by and construed in accordance with the laws of the State of California. The Parties will comply with applicable laws pertaining to their obligations arising under this DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 16 Agreement. In the event that an action is brought, the Parties agree that trial of such action will be vested exclusively in the state courts of California or in the United States District Court for the Northern District of California in the County of Santa Clara, State of California. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with that action. If a court of competent jurisdiction finds or rules that any provision of this Agreement, the Exhibits, or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement, the Exhibits, or any amendment thereto will remain in full force and effect. The Parties agree that the normal rule of construction to the effect that any ambiguity is to be resolved against the drafting party will not be employed in the interpretation of this Agreement or any Exhibit or any amendment thereof. 18.0 SEVERABILITY If any provision in this Agreement is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Agreement and the Parties shall use their best efforts to modify this Agreement to give effect to the original intention of the Parties. 19.0 COUNTERPARTS; INTERPRETATION OF CONFLICTING PROVISIONS This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same Agreement. Delivery of an executed counterpart of this Agreement by facsimile or portable document format (“PDF”) transmission will be deemed as effective as delivery of an originally executed counterpart. Each Party delivering an executed counterpart of this Agreement by facsimile or PDF transmission will also deliver an originally executed counterpart, but the failure of any Party to deliver an originally executed counterpart of this Agreement will not affect the validity or effectiveness of this Agreement. In the event of a conflict between the Agreement and any, some or all of the Exhibits, the document imposing the more specific duty or obligation will prevail. 20.0 GENERAL No amendment to or modification of this Agreement shall be enforceable unless reduced to writing and executed by both Parties. This Agreement shall not impart any rights enforceable by any third party other than a permitted successor or assignee bound to this Agreement. Waiver by a Party of any default by the other Party shall not be construed as a waiver of any other default. The headings used herein are for convenience and reference purposes only. // // // // // // DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 17 21. EXHIBITS The following exhibits shall be deemed incorporated in and made a part of this Agreement. Exhibit “PPA-A” - Facility Description, Prices, and Reservation Deposit Exhibit “PPA-B” - Commercial Operation Date Confirmation Letter Exhibit “PPA-C” - Scheduling and Outage Notification Procedure Exhibit “PPA-D” - Green Attributes Reporting and Conveyance Procedures Exhibit “PPA-E” - Insurance Requirements Exhibit “PPA-F” - Notices Exhibit “PPA-G” - Form of Lender Consent and Agreement IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their authorized representatives as of the Effective Date. CITY OF PALO ALTO SELLER APPROVED AS TO FORM Senior Deputy City Attorney APPROVED City Manager Director of Utilities DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 18 EXHIBIT “PPA-A” Facility Description, Rates, and Reservation Deposit Program Rates Contract Term: Twenty (20) or twenty-five (25) years Contract rate: $0.165 per kWh for solar resources, 20-year or 25-year contract term $0.093 per kWh for non-solar resources, 20-year contract term $0.094 per kWh for non-solar resources, 25-year contract term Pre-certification rate: $0.08 per kWh Reservation Deposit Reservation Deposit ($20/kW of Contract Capacity) $ Service address: Facility Description: Contract Capacity: kW (CEC-AC), based on solar array rating (Panel rated output at PV USA test conditions x inverter efficiency) Facility primary fuel/technology: DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 19 EXHIBIT “PPA-B” Commercial Operation Date Confirmation Letter In accordance with the terms of the Power Purchase Agreement (Palo Alto CLEAN), dated (the “Agreement”) by and between the City of Palo Alto, as the Buyer, and , as the Seller, this Confirmation Letter serves to document the Parties’ agreement that (i) the conditions precedent to the occurrence of the Commercial Operation Date have been satisfied, and (ii) the Buyer has received Energy, as specified in the Agreement, as of , . The actual installed Contract Capacity is kW. This Confirmation Letter shall confirm the Commercial Operation Date, as defined in the Agreement, as of the date referenced in the preceding sentence. IN WITNESS WHEREOF, each Party has caused this letter to be duly executed by its authorized representative as of the date of last signature provided below: Buyer Seller By: By: Name: Name: Title: Director of Utilities Title: Date: Date: In recognition of the Commercial Operation Date relative to the Effective Date of the Agreement by and between the Buyer and the Seller, the Seller hereby calculates the amount to return, if any, of the Seller’s deposit, as follows: Original Reservation Deposit Amount: $ Commercial Operation Date Deadline: □ Commercial Operation Date is prior to Deadline □ Commercial Operation Date occurred weeks following the Deadline, meaning that % of the Reservation Deposit is relinquished by Seller per Section 7.2.2 of the Power Purchase Agreement. Amount (if any) of Reservation Deposit to return to the Seller is: $ DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 20 EXHIBIT “PPA-C” Scheduling and Outage Notification Procedure C.1 Applicability. This Exhibit” PPA-C” shall apply if the Facility is subject to Section 6.0 of this Agreement. C.2 Annual Operations Forecast C.2.1 By the tenth (10th) day September of each calendar year, the Seller will provide NCPA with an annual operations forecast detailing hourly expected generation and all proposed planned Outages for the next calendar year. The annual operations forecast for the calendar year shall be provided by not later than ninety (90) days prior to the scheduled Commercial Operation Date of the Generating Facility. C.2.2 NCPA may request modifications to the annual operations forecast at any time, and the Seller shall use good faith efforts to accommodate the requested modifications. C.2.3 The Seller shall not conduct Planned Outages at times other than as set forth in its annual operations forecast, unless approved in advance by NCPA, which approval shall not be withheld or delayed unreasonably. C.2.4 The Seller shall not schedule or conduct Planned Outages from 12:00 p.m. through 7:00 p.m. Pacific Time during the months of June through October. C.3. Short Term Operations Forecasts C.3.1. Quarterly Operations Forecast C.3.1.1 By the fifth (5th) day of January, April and July of each Contract Year, the Seller shall provide a calendar quarter-operations forecast by hour of expected generation and all proposed Planned Outages for the next full calendar quarter and the twelve (12) months following that calendar quarter. As an example, by January 5, 2014, the Seller would provide a calendar quarter-operations forecast by hour of expected generation for the period, April 1, 2014 through June 30, 2014, and identify all proposed Planned Outages for the period, April 1, 2014 through June 30, 2015. C.3.1.2 NCPA will approve or require modifications to the proposed calendar quarter-operations forecast within ten (10) days of receipt of the forecast. C.3.1.3 If required by NCPA, the Seller will provide a modified calendar quarter-operations forecast within seven (7) days after receipt of required modifications from NCPA. C.3.2 Weekly Update C.3.2.1 By 14:00 of each Wednesday, the Seller shall provide an electronic update, in a format specified by NCPA, to the calendar quarter-operations forecast for the following seven (7) days (Thursday through the next Wednesday). C.3.2.2 The weekly update shall include hourly expected generation and all proposed planned Outages for the relevant seven (7) day period. C.4 Outage Detail for Annual and Short Term Operations Forecasts. Outage information provided by the Seller shall include, at a minimum, the start time and stop time of the Outage, capacity out of service (kW), the equipment that is or will be out of service, and the reason for the Outage. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 21 C.5 General Scheduling Protocols C.5.1 Daily Modifications to Forecasts. Unless otherwise mutually agreed, the Seller may make changes to the weekly update to the calendar quarter-operations forecast by providing such changes to NCPA prior to 08:00 of the day that is two (2) Business Days before the active scheduling day as determined by the WECC prescheduling calendar. Example: For power that is scheduled for generation or delivery on Friday, March 29, 2014, changes must be submitted to NCPA by 08:00 on Wednesday, March 27, 2014. C.5.2 Hourly Modifications to Active Schedules. Unless otherwise mutually agreed, the Seller may request changes to active schedules by providing such changes to NCPA with a minimum of four (4) hours’ notice prior to the applicable CAISO market deadline (e.g. Hour Ahead Scheduling Process (“HASP”) Scheduling deadline, as defined in the CAISO Tariff). Active day Schedule changes are not binding. Changes to active Schedules are limited to two (2) changes per day, excluding forced Outages, unless otherwise agreed to between the Parties. One request for a Schedule change, of one-hour or multiple-hours duration, constitutes one Schedule change. Example: For power that is scheduled for generation or delivery in hour ending 15:00 (for the period from 14:01 to 15:00), changes must be submitted to NCPA by 10:00. C.5.3. Unforeseen Circumstances. At the Seller’s request, NCPA may, but is not required to, modify the Schedules for the Generation Facility Output due to unforeseen circumstances in accordance with the above scheduling timeline constraints described in this Exhibit PPA-C. C.5.4. Absence of Forecasts. In the absence of forecasts and schedules as required by this Agreement or this Exhibit, NCPA shall utilize the most current information the Seller provides in the development and submission of Schedules. C.6 Outage Reporting Protocols C.6.1. Notification. The Seller shall notify NCPA of all planned or forced Outages of the Generating Facility to ensure compliance with the CAISO Outage Coordination and Enforcement Protocols. C.6.1.1 Outage information provided by the Seller shall include, at a minimum, the start time and stop time of the Outage, Capacity out of service (kW), equipment out of service, and the reason for the Outage. C. 6.1.2 Seller shall provide the Planned Outages not included in the annual operations forecast, the calendar quarter-operations forecast, or the weekly update, to NCPA at least four (4) Business Days prior to the start of the requested outage. C. 6.1.3 At any time prior to the start of a Planned Outage, the CAISO may deny the Outage due to a System Emergency (as defined in the CAISO Tariff) or as otherwise permitted under the CAISO Tariff. If NCPA receives notice that the CAISO has denied an Outage in accordance with the CAISO Tariff, NCPA will notify the Seller as soon as possible and the Seller shall modify the planned Outage as required by the CAISO. C.6.2 Commencement of an Outage. The Seller shall not begin any Planned Outage without the prior approval of NCPA and the CAISO. C.6.3 Forced Outages C.6.3.1 The Seller shall report the Forced Outages to NCPA within twenty (20) DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 22 minutes of such Outages. C.6.3.2 The Seller’s notice of a Forced Outage sent to NCPA shall include the reason for the Outage (if known), expected duration of the Outage, and the Capacity reduction. C.6.3.3 By the end of the next Business Day following the day on which a Forced Outage has occurred, the Seller shall provide to NCPA a detailed written report, specifying the reason for the Outage, expected duration of such Outage, capacity reduction, and actions taken to mitigate such Outage. C.6.4 Return to Service. The Seller shall notify NCPA as soon as possible, but in any case before the Generating Facility is returned to service. C.7 Notices. All Scheduling notices and Schedules shall be submitted to NCPA by phone, fax or email, or other means as may be mutually agreed by the Parties, to the persons designated in Exhibit “PPA-F.” C.8 Changes in Scheduling and Outage Procedure. The Buyer shall revise Exhibit “PPA-C,” or, as appropriate, give written notice to the Seller regarding the revision, and issue a new Exhibit “PPA-C,” which shall then become part of the Agreement to reflect changes in the scheduling and outage notification procedure. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 23 EXHIBIT “PPA-D” Green Attributes Reporting and Conveyance Procedures D.1 Additional Definitions for the Conveyance of Green Attributes D.1.1 “Certificate Transfers” means the process, as described in the WREGIS Operating Rules, whereby a WREGIS account holder may request that WREGIS Certificates from a specific generating unit shall be directly deposited to another WREGIS account. D.1.2 “WREGIS Certificates” means a certificate created within the WREGIS system that represents all Renewable and Green Attributes from one MWh of electricity generation from an Eligible Renewable Energy Resource that is registered with WREGIS. D.1.3 “WREGIS Operating Rules” means the document published by WREGIS that governs the operation of the WREGIS system for registering, tracking, and conveying, among others, RECs produced from Eligible Renewable Energy Resources that shall be registered with WREGIS. D.1.4 “WREGIS” means Western Renewable Energy Generation Information System. D.2 RECs. Green Attributes shall be conveyed by the Seller to the Buyer through RECs, which shall be registered tracked and conveyed to the Buyer, using WREGIS. D.3 WREGIS Registration. Prior to the Commercial Operation Date, the Buyer will register the Facility in the Buyer’s WREGIS account on behalf of the Seller. The Buyer shall charge back to the Seller any costs of registering and maintaining the registration of the Facility with WREGIS. The Seller shall provide to the Buyer any documents required by WREGIS and assign the Seller’s rights to register the Facility in WREGIS, using agreements provided by WREGIS. D.4 B u yer ’s W REGI S Acco unt . The Buyer shall, at its sole expense, establish and maintain the Buyer’s WREGIS account sufficient to accommodate the WREGIS Certificates produced by the output of the Facility. The Buyer shall be responsible for all expenses associated with (A) establishing and maintaining the Buyer’s WREGIS Account, and (B) subsequently transferring or retiring WREGIS Certificates. D.5 Qualified Reporting Entity. The Buyer shall be the Qualified Reporting Entity (as such term is defined by WREGIS) for the Facility, and shall be responsible for providing the metered Output data to WREGIS. D.6 Reporting of Environmental Attributes. In lieu of the Seller’s transfer of the WREGIS Certificates using Certificate Transfers from the Seller’s WREGIS account to the Buyer’s WREGIS account, the Buyer shall report the Facility as being held directly in its WREGIS account, which will preclude the Seller from reporting the Facility in its own WREGIS account. D.6.1 By avoiding the use of Certificate Transfers, there will be no transaction costs to the Seller or the Buyer for the Certificate Transfers that would otherwise be used. D.6.2 WREGIS Certificates for the Facility will be created on a calendar month basis in accordance with the certification procedure established by the WREGIS Operating Rules in an amount equal to the Energy generated by the Project and delivered to the Buyer in the same calendar month. D.6.3 WREGIS Certificates will only be created for whole MWh amounts of energy generated. Any fractional MWh amounts (i.e., kWh) will be carried forward until sufficient generation is accumulated for the creation of a WREGIS Certificate and all such accumulated DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 24 MWh of Environmental Attributes will then be available to Buyer. D.6.4 If a WREGIS Certificate Modification (as such term is defined by WREGIS) will be required to reflect any errors or omissions regarding the Green Attributes from the Facility, then the Buyer will manage the submission of the WREGIS Certificate Modification. D.6.5 Due to the expected delay in the creation of WREGIS Certificates relative to the timing of invoice payments under Section 2, the Buyer will normally be making an invoice payment for the Output for a given month in accordance with Section 2 before the WREGIS Certificates for such month may be created in the Buyer’s WREGIS account. Notwithstanding this delay, the Buyer shall have all right and title to all such WREGIS Certificates upon payment to the Seller in accordance with Section 2. D.7 Changes in Green Attributes Reporting and Conveyance Procedures. The Buyer shall revise this Exhibit “PPA-D,” as appropriate, give written notice to the Seller regarding the revision, and issue a new Exhibit “PPA-D,” which shall then become part of this Agreement in the event that: D.7.1 WREGIS changes the WREGIS Operating Rules (as defined by WREGIS) after the Effective Date or applies the WREGIS Operating Rules in a manner inconsistent with this Exhibit “PPA-D” after the Effective Date; or, D.7.2 WREGIS is replaced as the primary method that the Buyer uses for conveyance of Green Attributes, or additional methods to convey all Green Attributes, are required. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 25 EXHIBIT “PPA-E” Insurance Requirements CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, WILL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH A BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION AUTOMOBILE LIABILITY STATUTORY STATUTORY YES COMMERCIAL GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $2,000,000 $2,000,000 $2,000,000 YES COMPREHENSIVE AUTOMOBILE LIABILITY, INCLUDING, OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: PROPOSER, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY PROPOSER AND ITS SUBCONSULTANS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY – SEE, SAMPLE AGREEMENT FOR SERVICES. II. SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS SECTION AND IV THROUGH V, BELOW. A. NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER): B. NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER: DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 26 C. POLICY NUMBER(S): D. DEDUCTIBLE AMOUNT(S) (DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL): III. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AND PROPOSER’S SUBMITTAL OF CERTIFICATES OF INSURANCE EVIDENCING COMPLIANCE WITH THE REQUIREMENTS SPECIFIED HEREIN. IV. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSURES” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSURES. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSURES UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. V. PROPOSER CERTIFIES THAT PROPOSER’S INSURANCE COVERAGE MEETS THE ABOVE REQUIREMENTS: THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. SIGNATURE(S) MUST BE SAME SIGNATURE(S) AS APPEAR(S) ON SECTION II, ATTACHMENT A, PROPOSER’S INFORMATION FORM. Firm: Signature: Name: (Print or type name) Signature: Name: (Print or type name) DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 27 NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 28 EXHIBIT “PPA-F” Notices Contract Administration BUYER: SELLER: City of Palo Alto Utilities Resource Management 250 Hamilton Avenue Palo Alto, CA 94301 Ph: 650-329-2689 Email: UtilityCommoditySettlements@CityofPaloAlto.Org Billing and Settlements BUYER: SELLER: City of Palo Alto Utilities Resource Management 250 Hamilton Avenue Palo Alto, CA 94301 Ph: 650-329-2689 Email: UtilityCommoditySettlements@CityofPaloAlto.Org Forecasting and Outage Reporting under Section 6 of this Agreement Planned Outages: BUYER: SELLER: Northern California Power Agency Real- Time Dispatch 651 Commerce Drive Roseville, CA 95678 Ph: 916-786-3518 Forced Outages BUYER: SELLER: Northern California Power Agency Real-Time Dispatch 651 Commerce Drive Roseville, CA 95678 Ph: 916-786-3518 Forecasting and Scheduling BUYER: SELLER: Northern California Power Agency Operations and Pre-Scheduling 651 Commerce Drive Roseville, CA 95678 Ph: 916-786-0123 DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 29 EXHIBIT “PPA-G” Form of Lender Consent and Agreement This CONSENT AND AGREEMENT (this “Consent”), dated as of , 20 , is entered into by and among the CITY OF PALO ALTO, a California chartered municipal corporation (the “City”), , a corporation (the “Lender),” by its agent, (the “Administrative Agent”), and , a corporation (the “Borrower”) (collectively, the “Parties”). Unless otherwise defined, all capitalized terms have the meaning given in the Contract (as hereinafter defined). RECITALS A. Borrower intends to develop, construct, install, test, own, operate and use an approximately MW electric generating facility located in the city of Palo Alto in the State of California, known as the Project (the “Project”). B. In order to partially finance the development, construction, installation, testing, operation and use of the Project, Borrower has entered into that certain financing agreement dated as of (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), among Borrower, the financial institutions from time to time parties thereto (collectively, the “Lenders”) , and Administrative Agent for the Lenders, pursuant to which, among other things, Lenders have extended commitments to make loans and other financial accommodations to, and for the benefit of, Borrower. C. The City and Borrower have entered into that certain Power Purchase Agreement, dated as of (attached hereto and incorporated herein by reference, as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the “Power Purchase Agreement”). D. The City and Borrower have entered into that certain Interconnection Agreement, dated as of _ (attached hereto and incorporated herein by reference, as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the “Interconnection Agreement”). E. Pursuant to a security agreement executed by Borrower and Administrative Agent for the Lenders (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), Borrower has agreed, among other things, to assign, as collateral security for its obligations under the Financing Agreement and related documents (collectively, the “Financing Documents”), all of its right, title and interest in, to and under the Power Purchase Agreement and Interconnection Agreement to Administrative Agent for the benefit of itself, the Lenders and each other entity or person providing collateral security under the Financing Documents. F. It is a requirement under the Financing Agreement that the Parties hereto execute this Consent. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties agree, as follows: 1. CONSENT TO ASSIGNMENT. The City acknowledges the assignment referred to in Recital E above, consents to an assignment of the Power Purchase Agreement and Interconnection Agreement pursuant thereto, and agrees with Administrative Agent, as follows: (a) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 30 defaults of Borrower under the Power Purchase Agreement or Interconnection Agreement, as the case may be, subject to applicable notice and cure periods provided in the Power Purchase Agreement and Interconnection Agreement. Upon receipt of notice from Administrative Agent, the City agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Power Purchase Agreement or Interconnection Agreement, as the case may be, and this Consent. Upon receipt of Administrative Agent's written instructions and to the extent allowed by law, the City agrees to make directly to such account as Administrative Agent may direct the City, in writing, from time to time, all payments to be made by the City to Borrower under the Power Purchase Agreement or Interconnection Agreement, as the case may be, from and after the City’s receipt of such instructions, and Borrower consents to any such action. The City shall not incur any liability to Borrower under the Power Purchase Agreement, Interconnection Agreement, or this Consent for directing such payments to Administrative Agent in accordance with this subsection (a). (b) The City will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the Power Purchase Agreement or Interconnection Agreement, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Power Purchase Agreement or Interconnection Agreement and in accordance with subparagraph 1(c) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Power Purchase Agreement or Interconnection Agreement, except as provided in the Power Purchase Agreement or Interconnection Agreement, or (iii) amend or modify the Power Purchase Agreement or Interconnection Agreement in any manner materially adverse to the interest of the Lenders in the Power Purchase Agreement and Interconnection Agreement as collateral security under the Security Agreement. (c) The City agrees to deliver duplicates or copies of all notices of default delivered by the City under or pursuant to the Power Purchase Agreement or Interconnection Agreement to Administrative Agent in accordance with the notice provisions of this Consent. The City shall deliver any such notices concurrently with delivery of the notice to Borrower under the Power Purchase Agreement or Interconnection Agreement. To the extent that a cure period is provided under the Power Purchase Agreement or Interconnection Agreement, Administrative Agent shall have the same period of time to cure the breach or default that Borrower is entitled to under the Power Purchase Agreement or Interconnection Agreement, except that if the City does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Power Purchase Agreement or Interconnection Agreement, then as to Administrative Agent, the applicable cure period under the Power Purchase Agreement or Interconnection Agreement shall begin on the date on which the notice is given to Administrative Agent. If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings so long as Administrative Agent or its designee(s) continue to perform any monetary obligations under the Power Purchase Agreement or Interconnection Agreement, as the case may be. The City consents to the transfer of Borrower's interest under the Power Purchase Agreement and Interconnection Agreement to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, the City shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Power Purchase Agreement and Interconnection Agreement (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Power Purchase Agreement and Interconnection Agreement, including, without limitation, satisfaction and compliance with all credit provisions of the Power Purchase Agreement and Interconnection Agreement, if any, and provided further that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee has a creditworthiness equal to or better than DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 31 Borrower, as reasonably determined by City). (d) In the event that either the Power Purchase Agreement or Interconnection Agreement, or both is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, and if, within forty-five (45) days after such rejection, Administrative Agent shall so request, the City will execute and deliver to Administrative Agent a new power purchase agreement or interconnection agreement, as the case may be, which power purchase agreement or interconnection agreement shall be on the same terms and conditions as the original Power Purchase Agreement or Interconnection Agreement for the remaining term of the original Power Purchase Agreement or Interconnection Agreement before giving effect to such rejection, and which shall require Administrative Agent to cure any defaults then existing under the original Power Purchase Agreement or Interconnection Agreement. Notwithstanding the foregoing, any new renewable power purchase agreement or interconnection agreement will be subject to all regulatory approvals required by law. The City will use good faith efforts to promptly obtain any necessary regulatory approvals. (e) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Power Purchase Agreement and Interconnection Agreement, succeed to Borrower’s interest under the Power Purchase Agreement and Interconnection Agreement, or enter into a new power purchase agreement or interconnection agreement as provided in subparagraph 1(d) above, the recourse of the City against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such Parties’ interests in the Project, and the credit support required under the Power Purchase Agreement and Interconnection Agreement, if any. (f) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Power Purchase Agreement and Interconnection Agreement, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Power Purchase Agreement or Interconnection Agreement, except any performance defaults of Borrower itself, which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Power Purchase Agreement and Interconnection Agreement to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Power Purchase Agreement and Interconnection Agreement and has a creditworthiness equal to or better than Borrower, as reasonably determined by the City. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned. 2. REPRESENTATIONS AND WARRANTIES. The City hereby represents and warrants that as of the date of this Consent: (a) It (i) is duly formed and validly existing under the laws of the State of California, and (ii) has all requisite power and authority to enter into and to perform its obligations hereunder and under the Power Purchase Agreement and Interconnection Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby; (b) the execution, delivery and performance of this Consent, the Power Purchase Agreement and the Interconnection Agreement have been duly authorized by all necessary action on its part and do not require any approvals, material filings with, or consents of any entity or person which have not previously been obtained or made; (c) each of this Consent, the Power Purchase Agreement, and the Interconnection Agreement is in full force and effect; DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 32 (d) each of this Consent, the Power Purchase Agreement, and the Interconnection Agreement has been duly executed and delivered on its behalf and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law); (e) there is no litigation, arbitration, investigation or other proceeding pending for which the City has received service of process or, to the City’s actual knowledge, threatened against the City relating solely to this Consent, the Power Purchase Agreement, or the Interconnection Agreement and the transactions contemplated hereby and thereby; (f) the execution, delivery and performance by it of this Consent, the Power Purchase Agreement, and the Interconnection Agreement, and the consummation of the transactions contemplated hereby, will not result in any violation of, breach of or default under any term of any material contract or material agreement to which it is a party or by which it or its property is bound, or of any material requirements of law presently in effect having applicability to it, the violation, breach or default of which could have a material adverse effect on its ability to perform its obligations under this Consent; (g) neither the City nor, to the City’s actual knowledge, any other party to the Power Purchase Agreement or Interconnection Agreement, is in default of any of its obligations thereunder; and (h) to the City’s actual knowledge, (i) no Force Majeure Event exists under, and as defined in, the Power Purchase Agreement or Interconnection Agreement and (ii) no event or condition exists which would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the City or Borrower to terminate or suspend its obligations under the Power Purchase Agreement or the Interconnection Agreement. Each of the representations and warranties set forth herein shall survive the execution and delivery of this Consent and the consummation of the transactions contemplated hereby. 3. NOTICES. All notices required or permitted hereunder shall be given, in writing, and shall be effective (a) upon receipt if hand delivered, (b) upon telephonic verification of receipt if sent by facsimile and (c) if otherwise delivered, upon the earlier of receipt or three (3) Business Days after being sent registered or certified mail, return receipt requested, with proper postage affixed thereto, or by private courier or delivery service with charges prepaid, and addressed as specified below: If to the City: [ ] [ ] [ ] Telephone No.: [ ] Facsimile No.: [ ] Attn: [ ] If to Administrative Agent: [ ] [ ] [ ] Telephone No.: [ ] Facsimile No.: [ ] Attn: [ ] DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 33 If to Borrower: [ ] [ ] [ ] Telephone No.: [ ] Facsimile No.: [ ] Attn: [ ] Any party shall have the right to change its address for notice hereunder to any other location within the United States by giving thirty (30) days written notice to the other parties in the manner set forth above. 4. ASSIGNMENT, TERMINATION, AMENDMENT. This Consent shall be binding upon and benefit the successors and assigns of the Parties hereto and their respective successors, transferees and assigns (including without limitation, any entity that refinances all or any portion of the obligations under the Financing Agreement). The City agrees (a) to confirm such continuing obligation, in writing, upon the reasonable request of (and at the expense of) Borrower, Administrative Agent, the Lenders or any of their respective successors, transferees or assigns, and (b) to cause any successor-in-interest to the City with respect to its interest in the Power Purchase Agreement or Interconnection Agreement to assume, in writing and in form and substance reasonably satisfactory to Administrative Agent, the obligations of City hereunder. Any purported assignment or transfer of the Power Purchase Agreement or Interconnection Agreement not in conjunction with the written instrument of assumption contemplated by the foregoing clause (b) shall be null and void. No termination, amendment, or variation of any provisions of this Consent shall be effective unless in writing and signed by the parties hereto. No waiver of any provisions of this Consent shall be effective unless in writing and signed by the party waiving any of its rights hereunder. 5. GOVERNING LAW. This Consent shall be governed by the laws of the State of California applicable to contracts made and to be performed in California. The federal courts or the state courts located in California shall have exclusive jurisdiction to resolve any disputes with respect to this Consent with the City, Assignor, and the Lender or Lenders irrevocably consenting to the jurisdiction thereof for any actions, suits, or proceedings arising out of or relating to this Consent. 6. COUNTERPARTS. This Consent may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties listed below, shall constitute a single binding agreement. 7. SEVERABILITY. In case any provision of this Consent, or the obligations of any of the Parties hereto, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions, or the obligations of the other Parties hereto, shall not in any way be affected or impaired thereby. 8. ACKNOWLEDGMENTS BY BORROWER. Borrower, by its execution hereof, acknowledges and agrees that neither the execution of this Consent, the performance by the City of any of the obligations of the City hereunder, the exercise of any of the rights of the City hereunder, or the acceptance by the City of performance of the Power Purchase Agreement by any party other than Borrower shall (1) release Borrower from any obligation of Borrower under the Power Purchase Agreement or Interconnection Agreement, (2) constitute a consent by the City to, or impute knowledge to the City of, any specific terms or conditions of the Financing Agreement, the Security Agreement or any of the other Financing Documents, or (3) except as expressly set forth in this Consent, constitute a waiver by the City of any of its rights under the Power Purchase Agreement or Interconnection Agreement. Borrower and Administrative Agent acknowledge hereby for the benefit of City that none of the Financing Agreement, the Security DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 040914 jrm 0180042 34 Agreement, the Financing Documents or any other documents executed in connection therewith alter, amend, modify or impair (or purport to alter, amend, modify or impair) any provisions of the Power Purchase Agreement. CITY OF PALO ALTO ADMINISTRATIVE AGENT APPROVED AS TO FORM Senior Deputy City Attorney BORROWER APPROVED City Manager Director of Utilities DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 110927 dm 0073626 1 INTERCONNECTION AGREEMENT This Interconnection Agreement (the “Agreement”), dated, for convenience, ____________________, 20__ (the “Effective Date”), is entered into by and between the CITY OF PALO ALTO, a California chartered municipal corporation (the “City”), acting by and through its Department of Utilities (“CPAU”), and ABC COMPANY, a California corporation (the “Facility Owner”), located at the address stated below (the City and the Facility Owner are referred to, individually, as a “Party”, and, collectively, as the “Parties”). 1.0 TERM 1.1 This Agreement takes effect on the Effective Date, and it will continue for a term of ten (10) years, until it is earlier terminated, as follows: (a) the Facility Owner gives the City or CPAU thirty (30) days’ prior written notice of termination; (b) if Operating Mode #2 or Operating Mode #3 is selected in Exhibit A, upon the effective date of termination of the Power Purchase Agreement or the Other Agreement between the Parties; or (c) a Party effectively terminates due to a material default and breach by the other Party. 1.2 Upon a default referred to in Section 1.1(c), the non-defaulting Party shall give written notice of such event of default to the defaulting Party. The defaulting Party shall have sixty (60) days from the receipt of notice of default in which to cure the default; provided, if the defaulting Party informs the non-defaulting Party that it cannot cure the default within the sixty-days period and it in good faith has continuously and diligently attempted to cure the default, then, if the defaulting Party cures within six (6) months from the receipt of the notice of default, the non-defaulting Party may not terminate this Agreement.. No default shall be deemed to exist if the failure to discharge an obligation (other than the payment of money) is the result of force majeure or an act or omission of the other Party 2.0 GENERATING FACILITY INTERCONNECTION AND METERING 2.1 The Facility Owner will install, operate, maintain, and repair the Generating Facility and use the meter(s) that meet(s) the requirements of CPAU’s Rules and Regulations, as amended, and other applicable laws, rules and regulations, including, without limitation, CPAU’s interconnection standards, as set forth in its Utilities Rule and Regulation 27 (“Rule 27”). 2.2 CPAU, at its sole cost and expense, may inspect and approve the installation of the Generating Facility and verify or otherwise authenticate the accuracy of the meter(s) as a condition precedent to its obligation to interconnect. 2.3 The Facility Owner grants to the City, including CPAU, its officers, employees, agents and representatives the non-exclusive right of ingress and egress on, over and across the Premises, upon reasonable prior notice, for the purpose of inspecting and approving the installation and operation of the Generating Facility and authenticating the accuracy of the meter(s), or without notice, in the event of an emergency, to protect the public health, safety and welfare, or in regard to a disconnection of the Generating Facility, if CPAU reasonably determines that a condition hazardous to person or property exists and immediate action is necessary to protect person or property from damage or interference caused by the Facility or as a result of the lack of properly operating protective devices of the Facility. 2.4 The Facility Owner will obtain and maintain the required governmental approvals, authorizations, permits, and any policy (or policies) of insurance, including, without limitation, commercial general liability, property, and professional liability insurance, as may be required by the City or CPAU or applicable laws. 2.5 The Facility Owner will comply with all applicable federal, state and local safety and performance standards applicable to the Generating Facility and established by or under the National Electrical Code (NEC), the Institute of Electrical and Electronics Engineers (IEEE) and accredited testing laboratories, including, without limitation, Underwriters Laboratories (UL), and in accordance with the applicable orders, rules and regulations of the California Public Utilities Commission, pertaining to the safety and reliability of electrical generating systems, and applicable City building codes. EXHIBIT "I" FORM OF CLEAN PPA INTERCONNECTION AGREEMENT DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 110927 dm 0073626 2 2.6 Neither the City nor CPAU will be obligated to accept or pay for, and the City or CPAU may require the Facility Owner to temporarily interrupt or reduce, the delivery of available energy generated by the Generating Facility in the event of the following: (a) whenever CPAU determines that the interruption or reduction is necessary in order for CPAU to construct, install, maintain, repair, replace, remove, investigate, or inspect any part of CPAU’s electric utility distribution system; or (b) if CPAU determines that the interruption or reduction is necessary on account of an emergency, voluntary or involuntary outage, force majeure, or compliance with good utility practice. 2.7 Notwithstanding any other provision of this Agreement, if CPAU determines that either (a) the operation of the Generating Facility may threaten or endanger the public health, safety or welfare or the City or CPAU’s personnel or property, or (b) the continued operation of the Generating Facility may endanger the operational integrity of CPAU’s electric utility distribution system, then CPAU will have the right to temporarily or permanently disconnect the Generating Facility from CPAU’s electric utility distribution system upon the delivery of prior reasonable notice to the Facility Owner; provided, CPAU may act without giving prior notice to the Facility Owner, if CPAU determines that it is impracticable to provide the notice. The Generating Facility will remain disconnected until such time as CPAU is satisfied that the conditions referred to in this subsection have been corrected or sufficiently addressed. 2.8 The Facility Owner will (a) maintain the Generating Facility, which interconnects with CPAU’s electric utility distribution system, in a safe and prudent manner and in conformance with all applicable laws, rules and regulations, including, without limitation, the requirements of this Section 2, and (b) obtain any governmental approvals, authorizations and permits required for the construction and operation of the Generating Facility. 2.9 The Facility Owner will reimburse CPAU for any and all losses, damages, claims, penalties, or liability that the City or CPAU may incur or sustain as a result of the Facility Owner’s failure to obtain and maintain any and all governmental approvals, authorizations and permits that may be required for the construction, installation, operation, repair or maintenance of the Generating Facility. 3.0 INTERCONNECTION FACILITIES, DISTRIBUTION SYSTEM UPGRADES, AND AFFECTED SYSTEMS 3.1 The Facility Owner shall, in accordance with CPAU Rule 27 or other applicable CPAU Rule, pay, in advance and in full, for all of CPAU’s estimated design and construction costs of the Interconnection Facilities and the Distribution System Upgrades, which are specified in Exhibit A. 3.2 In the event that the Facility Owner owns the real property, on which the Interconnection Facilities are or will be located, then the Facility Owner shall grant to the City and CPAU (or in the event that Facility Owner is leasing or otherwise obtaining rights to locate the Generating Facility on real property of a third party, the Facility Owner shall obtain for the City and CPAU): 3.2.1 The right to install the Interconnection Facilities and related equipment or materials on that real property along the most practical route, which is of sufficient width to provide the appropriate and safe clearance from all structures now or hereafter erected on that real property; and 3.2.2 The right of ingress and egress to and from that real property, as may be reasonably necessary for CPAU to operate, maintain, repair, and remove the Interconnection Facilities. 3.3 Where rights-of-entry or easements are required on or over that real property or the property of a third party for the installation of the Interconnection Facilities, the Facility Owner acknowledges and agrees that CPAU’s obligation to install the Interconnection Facilities is expressly conditioned on the granting, without cost to the City or CPAU, of any and all necessary rights-of-entry or easements to the City. 3.4 THE CITY MAKES NO REPRESENTATIONS, WARRANTIES, COVENANTS OR ASSURANCES WITH RESPECT TO THE DESIGN, CONSTRUCTION, DURABILITY OR SUITABILITY OF THE DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 110927 dm 0073626 3 NEW INTERCONNECTION FACILITIES OR ANY PART THEREOF, WHETHER EXPRESS OR IMPLIED, AND THE CITY EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, QUIET ENJOYMENT, AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE APPLICABLE TO SUCH WORK. 3.5 The one-line diagram of the interconnection (at the Delivery Point) is described in Exhibit A. The Interconnection Facilities are the sole and exclusive property of and shall be owned, operated, maintained, and repaired by the City and CPAU, and the Facility Owner disclaim any interest therein. 3.6 The Facility Owner shall pay CPAU for the costs of the Interconnection Facilities. The direct costs for the design and construction of the Interconnection Facilities shall be paid in advance by the Facility Owner. The Facility Owner shall be additionally responsible for costs related to ongoing operations, maintenance, and replacement of the Interconnection Facilities. 3.7 Upon the Facility Owner’s discontinuation of use of the Interconnection Facilities due to termination of this Agreement, or otherwise, CPAU shall have the right to remove any portion of the Interconnection Facilities from the real property on which the Interconnection Facilities are installed or located. 3.8 As may be required by applicable agreements between the City or CPAU and one or more Affected Systems’ owners and/or operators, CPAU shall coordinate with those Affected Systems’ owners and/or operators to support the interconnection. An “Affected System” is an electric system not owned by the City or CPAU but to which CPAU’s electric utility distribution system is connected. “Affected System” includes, without limitation, the transmission system that is owned by the Pacific Gas and Electric Company but is operated by the California Independent System Operator Corporation (“CAISO”). If upgrades to an Affected System are required by an Affected System owner and/or operator as a condition of interconnection of the Generating Facility, then the Facility Owner shall be responsible for the costs of such upgrades. The Facility Owner and each Affected System owner and/or operator shall enter into one or more agreements that provide(s) for the financing of such upgrades, as needed, and any repayment as set forth in applicable tariffs of the Affected System’ owner and/or operator. The Facility Owner, at its own cost and expense, shall be responsible for entering into any other agreements as may be required by an Affected System’s owner and/or operator as a condition of interconnected operation and complying with the requirements of any applicable tariffs. Such agreements may include the “Participating Generator Agreement” (ISO Tariff Appendix M) and the “Meter Services Agreement for CAISO Metered Entities” with the CAISO. 4.0 INDEMNITY 4.1 Each Party, as indemnitor, shall defend, protect, indemnify and hold harmless the other Party, as indemnitee, its elected and appointed officials, directors, officers, employees, agents and representatives of the other Party from and against any and all losses, liability, damages, claims, costs, charges, demands, or expenses (including any direct, indirect or consequential loss, liability, damage, claim, cost, charge, demand, or expense, and reasonable attorneys’ fees) for personal injury or death and property damage, arising, directly or indirectly, out of or in connection with (a) the engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the indemnitor’s facilities, or (b) the making of replacements, additions, betterments to, or reconstruction of the indemnitor’s facilities; provided, however, the Facility Owner’s duty to indemnify the City and CPAU shall not extend to any loss, liability, damage, claim, cost, charge, demand, or expense resulting from interruptions in electrical service to CPAU’s electric utility customers other than the Facility Owner. Neither Party shall be indemnified hereunder for its loss, liability, damage, claim, cost, charge, demand, or expense arising out of or resulting from its sole negligence or willful misconduct. 4.2 Notwithstanding the foregoing indemnity, and excepting a Party’s willful misconduct or sole negligence, each Party shall be solely responsible for damage to its own facilities resulting from electrical disturbances or faults. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 110927 dm 0073626 4 4.3 This Section 4 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy to be procured by a Party. 4.4 EXCEPT AS OTHERWISE PROVIDED IN SECTION 4.1, A PARTY SHALL NOT BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, PUNITIVE, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF OPPORTUNITY OR LOSS OF DATA), HOWSOEVER CAUSED, WHETHER ARISING UNDER TORT, CONTRACT, OR OTHER LEGAL THEORY, AND WHETHER OR NOT FORESEEABLE, THAT ARE INCURRED BY THE OTHER PARTY. 5.0 NOTICE 5.1 Any notice required to be given under this Agreement will be delivered, in writing, and electronically mailed or delivered by the United States Postal Service, with postage prepaid and correctly addressed to the Party, or personally delivered to the Party, at the address below. Changes to such designation may be made by notice similarly given. All written notices will be directed, as follows: TO CITY: City of Palo Alto Department of Utilities 250 Hamilton Ave Palo Alto, CA 94301 ATTN.: Utilities Resource Management Phone: (650) 329-2689 FAX: (650) 326-1507 Email: UtilityCommoditySettlements@CityofPaloAlto.org TO FACILITY OWNER: ABC Company 123 Main Street Anytown, CA 90909 ATTN: Senior Vice-President of Operations Phone: (999) 999-9999 FAX: (999) 111-1111 Email: RenewableEnergyOperations@ABCInc.org 6.0 MISCELLANEOUS PROVISIONS 6.1 This Agreement is governed by and interpreted in accordance with the laws of the State of California as if executed and to be performed wholly within the State of California. 6.2 Any amendment or modification to this Agreement will not be binding upon the Parties, unless the Parties agree thereto, in writing. The failure of a Party at any time or times to require performance of any provision hereof will in no manner affect the right at a later time to enforce the same. No waiver by a Party of the breach of any covenant, term or condition contained in this Agreement, whether by conduct or otherwise, will be deemed or be construed as a further or continuing waiver of any such breach or a waiver of the breach of any other covenant, term or condition, unless such waiver is stated, in writing. 6.3 This Agreement supersedes any existing agreement, to which the City and the Facility Owner are parties, under which the Facility Owner is currently operating the Generating Facility, and any such agreement shall be deemed terminated as of the date this Agreement becomes effective. IN WITNESS WHEREOF, the Parties by their duly appointed representatives have executed this Interconnection Agreement in Palo Alto, County of Santa Clara, as of the Effective Date. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 110927 dm 0073626 5 CITY OF PALO ALTO ABC COMPANY _________________________________ _________________________________ City Manager President APPROVED AS TO FORM: APPROVED: _________________________________ _________________________________ Senior Asst. City Attorney Director of Utilities DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 110927 dm 0073626 6 EXHIBIT A PART 1. GENERATING FACILITY DESCRIPTION 1. Service address: ___________________________________, Palo Alto, CA ____________ (the “Premises”) 2. Generating Facility Description: ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ 3. Gross power rating of the Generating Facility ________ kW, based on: □ Inverter rating □ Solar array rating (Panel rated output at PV USA test conditions x inverter efficiency) □ Generator nameplate □ Prime mover nameplate 4. Generating Facility primary fuel/technology: ____________________________________________________ 5. Net power rating of the Generating Facility: ____ kW, which is the gross power rating stated above net of power used in the Generating Facility to power lights, motors, control systems, and other electrical loads used in operation, including losses on the Generating Facility’s electric distribution system 6. Maximum instantaneous power to be exported through the Point of Common Coupling: ______ kW 7. Generating facility is connected to the CPAU distribution system at ______ Kv 8. Operating Mode (select one of following): □ #1 Power used on-site; no energy export or incidental energy export (default choice); □ #2 Sale to CPAU (feed-in tariff (FIT) rate or merchant generator), which requires disclosure of the Power Purchase Agreement # ______________; □ #3 Other Agreement: Description: ____________________________________________________________, which requires disclosure of the Other Agreement # ______________. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F 110927 dm 0073626 7 PART 2. INTERCONNECTION FACILITIES DESCRIPTION; ESTIMATED COSTS □ No Interconnection Facilities are required. □ Interconnection Facilities are required (provide information below). 1. The Interconnection Facilities Description: _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ 2. The direct costs of the design and construction of the Interconnection Facilities shall be paid in advance by the Facility Owner in accordance with Rule 27, as amended. 3 The Final Estimated CPAU Design and Construction Costs is $_____________. 4 The Final Estimated CPAU Operations and Maintenance Cost is $ ________________. 5. The Total Cost of Interconnection Facilities is $______________. 6. A One-line Diagram of the Interconnection is inserted as Page(s) __ through __. 7. A diagram of the Site Layout is inserted as Page(s) __ through __. PART 3. DISTRIBUTION SYSTEM UPGRADES REQUIRED □ No Distribution Upgrades are required. □ Distribution Upgrades are required (provide information below). 1. Description of Distribution Upgrades: _______________________________________________________________________ _______________________________________________________________________ _______________________________________________________________________ 2. The direct costs of the design and construction of the Distribution Upgrades shall be paid in advance by the Facility Owner in accordance with Rule 27, as amended. 3. The Final Estimated CPAU Design and Construction Cost is $_____________. 4. The Final Estimated CPAU Operations and Maintenance Cost is $ ________________. 5. The Total Cost of the Distribution Upgrades is $______________. 6. A description of the Distribution Upgrades is inserted as Page(s) __ through __. DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBIT “J” FORM OF LENDER CONSENT AND AGREEMENT This CONSENT AND AGREEMENT (this “Consent”), dated as of , 20 , is entered into by and among the CITY OF PALO ALTO, a California chartered municipal corporation (the “City”), , a corporation (the “Lender),” by its agent, (the “Administrative Agent”), and , a corporation (the “Borrower”) (collectively, the “Parties”). Unless otherwise defined, all capitalized terms have the meaning given in the Contract (as hereinafter defined). RECITALS A. Borrower intends to develop, construct, install, test, own, operate and use an approximately MW electric generating facility located in the city of Palo Alto in the State of California, known as the Project (the “Project”). B. In order to partially finance the development, construction, installation, testing, operation and use of the Project, Borrower has entered into that certain financing agreement dated as of (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Financing Agreement”), among Borrower, the financial institutions from time to time parties thereto (collectively, the “Lenders”) , and Administrative Agent for the Lenders, pursuant to which, among other things, Lenders have extended commitments to make loans and other financial accommodations to, and for the benefit of, Borrower. C. The City and Borrower have entered into that certain Lease Agreement, dated as of (attached hereto and incorporated herein by reference, as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof and hereof, the “Lease”). D. Pursuant to a security agreement executed by Borrower and Administrative Agent for the Lenders (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Security Agreement”), Borrower has agreed, among other things, to assign, as collateral security for its obligations under the Financing Agreement and related documents (collectively, the “Financing Documents”), all of its right, title and interest in, to and under the L e a s e to Administrative Agent for the benefit of itself, the Lenders and each other entity or person providing collateral security under the Financing Documents. E. It is a requirement under the Financing Agreement that the Parties hereto execute this Consent. AGREEMENT NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the Parties agree, as follows: 1. CONSENT TO ASSIGNMENT. The City acknowledges the assignment referred to in Recital E above, consents to an assignment of the Lease pursuant thereto, and agrees with Administrative Agent, as follows: (a) Administrative Agent shall be entitled (but not obligated) to exercise all rights and to cure any DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F defaults of Borrower under the Lease, as the case may be, subject to applicable notice and cure periods provided in the Lease. Upon receipt of notice from Administrative Agent, the City agrees to accept such exercise and cure by Administrative Agent if timely made by Administrative Agent under the Lease, as the case may be, and this Consent. Upon receipt of Administrative Agent's written instructions and to the extent allowed by law, the City agrees to make directly to such account as Administrative Agent may direct the City, in writing, from time to time, any and all payments to be made by the City to Borrower under the Lease, as the case may be, from and after the City’s receipt of such instructions, and Borrower consents to any such action. The City shall not incur any liability to Borrower under the Lease or this Consent for directing such payments to Administrative Agent in accordance with this subsection (a). (b) The City will not, without the prior written consent of Administrative Agent (such consent not to be unreasonably withheld), (i) cancel or terminate the Lease, or consent to or accept any cancellation, termination or suspension thereof by Borrower, except as provided in the Lease and in accordance with subparagraph 1(c) hereof, (ii) sell, assign or otherwise dispose (by operation of law or otherwise) of any part of its interest in the Lease, except as provided in the Lease, or (iii) amend or modify the Lease in any manner materially adverse to the interest of the Lenders in the Lease as collateral security under the Security Agreement. (c) The City agrees to deliver duplicates or copies of all notices of default delivered by the City under or pursuant to the Lease to Administrative Agent in accordance with the notice provisions of this Consent. The City shall deliver any such notices concurrently with delivery of the notice to Borrower under the Lease. To the extent that a cure period is provided under the Lease, Administrative Agent shall have the same period of time to cure the breach or default that Borrower is entitled to under the Lease, except that if the City does not deliver the default notice to Administrative Agent concurrently with delivery of the notice to Borrower under the Lease, then as to Administrative Agent, the applicable cure period under the Lease shall begin on the date on which the notice is given to Administrative Agent. If possession of the Project is necessary to cure such breach or default, and Administrative Agent or its designee(s) or assignee(s) declare Borrower in default and commence foreclosure proceedings, Administrative Agent or its designee(s) or assignee(s) will be allowed a reasonable period to complete such proceedings so long as Administrative Agent or its designee(s) continue to perform any monetary obligations under the Lease, as the case may be. The City consents to the transfer of Borrower's interest under the Lease to the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or a purchaser or grantee at a foreclosure sale by judicial or nonjudicial foreclosure and sale or by a conveyance by Borrower in lieu of foreclosure and agrees that upon such foreclosure, sale or conveyance, the City shall recognize the Lenders or Administrative Agent or their designee(s) or assignee(s) or any of them or other purchaser or grantee as the applicable party under the Lease (provided that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee assume the obligations of Borrower under the Lease, including, without limitation, satisfaction and compliance with all credit provisions of the Lease, if any, and provided further that such Lenders or Administrative Agent or their designee(s) or assignee(s) or purchaser or grantee has a creditworthiness equal to or better than DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F Borrower, as reasonably determined by City). (d) In the event that the Lease is rejected by a trustee or debtor-in-possession in any bankruptcy or insolvency proceeding, and if, within forty-five (45) days after such rejection, Administrative Agent shall so request, the City will execute and deliver to Administrative Agent a new lease, which lease shall be on the same terms and conditions as the original Lease for the remaining term of the original Lease before giving effect to such rejection, and which shall require Administrative Agent to cure any defaults then existing under the original Lease. Notwithstanding the foregoing, any new lease will be subject to all regulatory approvals required by law. The City will use good faith efforts to promptly obtain any necessary regulatory approvals. (e) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) elect to perform Borrower's obligations under the Lease, succeed to Borrower’s interest under the Lease, or enter into a new lease as provided in subparagraph 1(d) above, the recourse of the City against Administrative Agent, Lenders or their designee(s) and assignee(s) shall be limited to such Parties’ interests in the Project, and the credit support required under the lease, if any. (f) In the event Administrative Agent, the Lenders or their designee(s) or assignee(s) succeed to Borrower's interest under the Lease, Administrative Agent, the Lenders or their designee(s) or assignee(s) shall cure any then-existing payment and performance defaults under the Lease, except any performance defaults of Borrower itself, which by their nature are not susceptible of being cured. Administrative Agent, the Lenders and their designee(s) or assignee(s) shall have the right to assign all or a pro rata interest in the Lease to a person or entity to whom Borrower’s interest in the Project is transferred, provided such transferee assumes the obligations of Borrower under the Lease and has a creditworthiness equal to or better than Borrower, as reasonably determined by the City. Upon such assignment, Administrative Agent and the Lenders and their designee(s) or assignee(s) (including their agents and employees) shall be released from any further liability thereunder accruing from and after the date of such assignment, to the extent of the interest assigned. 2. REPRESENTATIONS AND WARRANTIES. The City hereby represents and warrants that as of the date of this Consent: (a) It (i) is duly formed and validly existing under the laws of the State of California, and (ii) has all requisite power and authority to enter into and to perform its obligations hereunder and under the Lease, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby; (b) the execution, delivery and performance of this Consent and the Lease have been duly authorized by all necessary action on its part and do not require any approvals, material filings with, or consents of any entity or person which have not previously been obtained or made; (c) each of this Consent and the Lease is in full force and effect; DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F (d) each of this Consent and the Lease has been duly executed and delivered on its behalf and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at law); (e) there is no litigation, arbitration, investigation or other proceeding pending for which the City has received service of process or, to the City’s actual knowledge, threatened against the City relating solely to this Consent, the Lease and the transactions contemplated hereby and thereby; (f) the execution, delivery and performance by it of this Consent and the Lease, and the consummation of the transactions contemplated hereby, will not result in any violation of, breach of or default under any term of any material contract or material agreement to which it is a party or by which it or its property is bound, or of any material requirements of law presently in effect having applicability to it, the violation, breach or default of which could have a material adverse effect on its ability to perform its obligations under this Consent; (g) neither the City nor, to the City’s actual knowledge, any other party to the Lease, is in default of any of its obligations thereunder; and (h) to the City’s actual knowledge, (i) no event or condition exists which would either immediately or with the passage of any applicable grace period or giving of notice, or both, enable either the City or Borrower to terminate or suspend its obligations under the Lease. Each of the representations and warranties set forth herein shall survive the execution and delivery of this Consent and the consummation of the transactions contemplated hereby. 3. NOTICES. All notices required or permitted hereunder shall be given, in writing, and shall be effective (a) upon receipt if hand delivered, (b) upon telephonic verification of receipt if sent by facsimile and (c) if otherwise delivered, upon the earlier of receipt or three (3) Business Days after being sent registered or certified mail, return receipt requested, with proper postage affixed thereto, or by private courier or delivery service with charges prepaid, and addressed as specified below: If to the City: [ ] [ ] [ ] Telephone No.: [ ] Facsimile No.: [ ] Attn: [ ] If to Administrative Agent: [ ] [ ] [ ] Telephone No.: [ ] Facsimile No.: [ ] Attn: [ ] DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F If to Borrower: [ ] [ ] [ ] Telephone No.: [ ] Facsimile No.: [ ] Attn: [ ] Any party shall have the right to change its address for notice hereunder to any other location within the United States by giving thirty (30) days written notice to the other parties in the manner set forth above. 4. ASSIGNMENT, TERMINATION, AMENDMENT. This Consent shall be binding upon and benefit the successors and assigns of the Parties hereto and their respective successors, transferees and assigns (including without limitation, any entity that refinances all or any portion of the obligations under the Financing Agreement). The City agrees (a) to confirm such continuing obligation, in writing, upon the reasonable request of (and at the expense of) Borrower, Administrative Agent, the Lenders or any of their respective successors, transferees or assigns, and (b) to cause any successor-in-interest to the City with respect to its interest in the Lease to assume, in writing and in form and substance reasonably satisfactory to Administrative Agent, the obligations of City hereunder. Any purported assignment or transfer of the Lease not in conjunction with the written instrument of assumption contemplated by the foregoing clause (b) shall be null and void. No termination, amendment, or variation of any provisions of this Consent shall be effective unless in writing and signed by the parties hereto. No waiver of any provisions of this Consent shall be effective unless in writing and signed by the party waiving any of its rights hereunder. 5. GOVERNING LAW. This Consent shall be governed by the laws of the State of California applicable to contracts made and to be performed in California. The federal courts or the state courts located in California shall have exclusive jurisdiction to resolve any disputes with respect to this Consent with the City, Assignor, and the Lender or Lenders irrevocably consenting to the jurisdiction thereof for any actions, suits, or proceedings arising out of or relating to this Consent. 6. COUNTERPARTS. This Consent may be executed in one or more duplicate counterparts, and when executed and delivered by all the parties listed below, shall constitute a single binding agreement. 7. SEVERABILITY. In case any provision of this Consent, or the obligations of any of the Parties hereto, shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions, or the obligations of the other Parties hereto, shall not in any way be affected or impaired thereby. 8. ACKNOWLEDGMENTS BY BORROWER. Borrower, by its execution hereof, acknowledges and agrees that neither the execution of this Consent, the performance by the City of any of the obligations of the City hereunder, the exercise of any of the rights of the City hereunder, or the acceptance by the City of performance of the Lease by any party other than Borrower shall (1) release Borrower from any obligation of Borrower under the Lease, (2) constitute a consent by the City to, or impute knowledge to the City of, any specific terms or conditions of the Financing Agreement, the Security Agreement or any of the other Financing Documents, or (3) except as expressly set forth in this Consent, constitute a waiver by the City of any of its rights under the Lease. Borrower and Administrative Agent acknowledge hereby for the benefit of City that none of the Financing Agreement, the Security DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F Agreement, the Financing Documents or any other documents executed in connection therewith alter, amend, modify or impair (or purport to alter, amend, modify or impair) any provisions of the Lease. CITY OF PALO ALTO ADMINISTRATIVE AGENT APPROVED AS TO FORM Senior Deputy City Attorney BORROWER APPROVED City Manager Director of Utilities DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F EXHIBITS LEASE AGREEMENT/CITY OF PALO ALTO & KOMUNA PALO ALTO LLC Page EX-21 Rev. 11/18/15 999020‐eml Schedule 23.2 Termination Value Year 275 Cambridge 475 Cambridge 520 Webster 445 Bryant 1 $995,014 $1,222,788 $992,017 $683,323 2 $959,623 $1,179,296 $956,733 $659,018 3 $925,897 $1,137,849 $923,108 $635,857 4 $893,564 $1,098,115 $890,873 $613,653 5 $862,366 $1,059,775 $859,769 $592,227 6 $660,578 $811,795 $658,589 $453,650 7 $646,500 $794,494 $644,553 $443,982 8 $631,414 $775,955 $629,512 $433,622 9 $615,219 $756,052 $613,366 $422,500 10 $597,801 $734,647 $596,000 $410,538 11 $579,035 $711,585 $577,291 $397,651 12 $558,786 $686,701 $557,103 $383,745 13 $536,903 $659,808 $535,286 $368,716 14 $513,220 $630,704 $511,674 $352,452 15 $487,556 $599,165 $486,087 $334,827 16 $459,710 $564,945 $458,325 $315,704 17 $429,462 $527,773 $428,169 $294,932 18 $396,571 $487,353 $395,377 $272,344 19 $360,770 $443,356 $359,684 $247,758 20 $321,767 $395,424 $320,798 $220,972 21 $279,238 $343,160 $278,397 $191,766 22 $232,830 $286,128 $232,129 $159,895 23 $182,153 $223,850 $181,604 $125,093 24 $126,778 $155,799 $126,396 $87,064 25 $66,233 $81,395 $66,034 $45,485 DocuSign Envelope ID: 09D09B17-A2E0-4787-B4B8-67BAA0A28C3F Certificate Of Completion Envelope Id: 09D09B17A2E04787B4B867BAA0A28C3F Status: Completed Subject: Please DocuSign: Komuna Lease Agreement Exhibits FINAL 1.14.2016.pdf Source Envelope: Document Pages: 106 Signatures: 4 Envelope Originator: Certificate Pages: 1 Initials: 0 Janet Billups AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 250 Hamilton Ave Palo Alto , CA 94301 janet.billups@cityofpaloalto.org IP Address: 199.33.32.254 Record Tracking Status: Original 1/14/2016 10:03:46 AM Holder: Janet Billups janet.billups@cityofpaloalto.org Location: DocuSign Signer Events Signature Timestamp Zach Rubin zrubin@komunaenergy.com Security Level: Email, Account Authentication (None) Using IP Address: 24.130.60.185 Sent: 1/14/2016 10:14:13 AM Viewed: 1/14/2016 10:17:40 AM Signed: 1/14/2016 10:21:48 AM Electronic Record and Signature Disclosure: Not Offered ID: In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/14/2016 10:21:50 AM Certified Delivered Security Checked 1/14/2016 10:43:57 AM Signing Complete Security Checked 1/14/2016 10:43:55 AM Completed Security Checked 1/14/2016 10:43:55 AM Architectural Review Board Staff Report (ID # 7819) Report Type: Action Items Meeting Date: 3/16/2017 City of Palo Alto Planning & Community Environment 250 Hamilton Avenue Palo Alto, CA 94301 (650) 329-2442 Summary Title: 275 Cambridge Avenue Title: PUBLIC HEARING/QUASI-JUDICIAL: 275 Cambridge Avenue [16PLN-00278]: Request for ARB Hearing of a Tentative Approval of an Architectural Review to allow a Steel Beam Trellis Structure Over a 20,645 Square Foot Area to Support a Solar Development on the Top Floor of an Existing City Parking Structure. Environmental Assessment: Exempt From CEQA per Guideline Sections 21080.35, 15303, and 15301 (Existing Facilities). Zoning District: Planned Community (PC-4127). For more information, contact the project planner Amy French at amy.french@cityofpaloalto.org From: Hillary Gitelman Recommendation Staff recommends the Architectural Review Board (ARB) take the following action(s): 1. Recommend approval of the proposed project to the Director of Planning and Community Environment (PCE) based on findings and subject to conditions of approval in Attachment A. Report Summary The subject application is for the installation of solar panel support structures atop an existing city parking garage. The application was reviewed administratively as a minor architectural review application consistent with a discussion previously held with the City Council. Anyone can request a hearing before the ARB of any minor application acted upon by staff. Such request was received for this application. No information was provided as to the reason for the request nor is such information required to be provided. This report provides background information for the ARB to consider as it reviews this project. Staff requests that the ARB focus on the project with respect to the Architectural Review (AR) findings used in the Tentative Approval letter (Attachment A). Any discussion as to whether or not these approval findings sufficiently address the project will be forwarded to the PCE Director. City of Palo Alto Planning & Community Environment Department Page 2 Background The City and applicant have entered into a lease agreement to construct solar panels atop four city parking garages; two are located Downtown and two are located on Cambridge Avenue. The installations would provide solar generated energy into the City’s power grid. This partnership was developed as part of the Clean Local Energy Accessible Now (Palo Alto CLEAN) program, a City effort to enhance the electric utility’s supply reliability by providing 3MW of local solar generation through long-term feed-in tariff agreements. The Council had earlier directed that income from the City’s lease to the provider will go to the Utilities Electric Fund to offset the cost of the CLEAN program. On September 26, 2016, the City Council reviewed the plans for the solar panel array and structures for the four parking garages to make a determination that the projects were compliant with local regulations, including for some parcels, site specific regulations in Planned Community ordinances. The solar panels are exempt from local zoning, but the support structures are subject to design review. The Palo Alto Municipal Code includes a provision for staff to administratively review and act on a project that is considered minor (see PAMC Section 18.76.020). These administrative decisions may be reviewed by the ARB if a request for hearing is submitted within a specified period of time. Such requests are scheduled for an ARB hearing and a recommendation forwarded to the PCE Director for action. The PCE Director’s decision following the ARB recommendation may be appealed to the City Council. Each of the four solar panel support structures were reviewed and approved by staff pursuant to the code provision described above. Staff received a single request letter for ARB hearings of the two projects located on Cambridge Avenue. The hearing request is attached (Attachment D). This report addresses the project located at 275 Cambridge Avenue. Project Information Owner: City of Palo Alto Architect: Robert Laubach Representatives: Zach Rubin, MBL Energy Legal Counsel: NA Property Information Address: 275 Cambridge Avenue Neighborhood: California Avenue Parking Assessment District/Evergreen Park Lot Dimensions & Area: 110’ x 250’; 27,500 sf Housing Inventory Site: No Located w/in a Plume: No Protected/Heritage Trees: No Historic Resource(s): No Existing Improvement(s): Two story parking garage built in 1994 City of Palo Alto Planning & Community Environment Department Page 3 Existing Land Use(s): Parking Garage Adjacent Land Uses & Zoning: North: Commercial Zoning CC(2)(R) West: Commercial Zoning CC(2)(R) East: Commercial Zoning CC(2)(R) South: Commercial Zoning CC(2)(R) Aerial View of Property: Source: Land Use Designation & Applicable Plans Zoning Designation: Planned Community PC 4127 Comp. Plan Designation: Community Commercial Context-Based Design Criteria: Not Applicable Downtown Urban Design Guide: Not Applicable South of Forest Avenue Coordinated Area Plan: Not Applicable Baylands Master Plan: Not Applicable El Camino Real Design Guidelines (1976 / 2002): Not Applicable Proximity to Residential Uses or Districts (150'): More than 150’ to residential districts and uses Located w/in the Airport Influence Area: Not Applicable Prior City Reviews & Action City Council: Council reviewed concept plans on September 26, 2016. The Council staff report is viewable at this link: http://www.cityofpaloalto.org/civicax/filebank/documents/53873. City of Palo Alto Planning & Community Environment Department Page 4 The Council meeting minutes are viewable at this link: http://www.cityofpaloalto.org/civicax/filebank/documents/54216. PTC, HRB, ARB: None Project Description The two structures proposed atop the existing garage would extend to a maximum height of 27.9’ above grade, allowing eight foot minimum clearance from garage top floor to underside of trellis. These I-beam structures, open on the sides, will be placed symmetrically and separated by a distance of 39 feet from each other; this open separation area will be at the center of the garage. The structures will support the photovoltaic (PV) panels (not subject to ARB review) and will be painted a gray color to be approved on site prior to match the existing garage color. The structures will not extend beyond the existing garage footprint. The project would not result in a loss of existing parking spaces within the California Avenue Parking Assessment District. Requested Entitlements, Findings and Purview: The following discretionary applications are being requested:  Architectural Review (AR): The process for evaluating Architectural Review applications is set forth in PAMC 18.77.070. AR applications that are tentatively approved by staff may be requested to be heard by the ARB. ARB recommendations are forwarded to the Planning & Community Environment Director for action within five business days of the Board’s recommendation. Action by the Director is appealable to the City Council if filed within 14 days of the decision. AR projects are evaluated against specific findings. All findings must be made in the affirmative to approve the project. Failure to make any one finding requires project redesign or denial. Analysis1 Neighborhood Setting and Character The site, currently developed with a 1994 parking structure, is located within the California Avenue Business District, which contains a mix of land uses and buildings constructed in different eras. The immediate area of this project does not have a unified design character; it is eclectic, with buildings constructed in different eras from the 1950’s through 2015. The existing garage is adjacent to one-story buildings (post office and hair salon, corner of Cambridge and Birch) on both sides, and the garage backs up to an alley (New Mayfield Lane). Across Cambridge and New Mayfield Lane are one-, two-, and three-story buildings. The additional height of the two rooftop structures will not be incompatible with these surrounding buildings. The trellises will add light-filled, open “second story” elements that will respect and 1 The information provided in this section is based on analysis prepared by the report author prior to the public hearing. The Architectural Review Board in its review of the administrative record and based on public testimony may reach a different conclusion from that presented in this report and may choose to make alternative findings. A change to the findings may result in a final action that is different from the staff recommended action in this report. City of Palo Alto Planning & Community Environment Department Page 5 complement the building’s existing character. There are no listed historic resources in the immediate vicinity, and no addresses in the immediate vicinity were listed as potentially historic in the most recent survey (1998). Zoning Compliance2 The existing Planned Community Ordinance (PC-4127) is attached to this report as Attachment F. The Council reviewed this PC ordinance and found that the proposed structures could be added to the existing garage without the need for approval of a PC amendment. A detailed review of the proposed project’s consistency with applicable zoning standards has been performed. A summary table is provided as Attachment B. The proposed project complies with all applicable codes, or is seeking through the requested permits permission to deviate from certain code standards, in a manner that is consistent with the Zoning Ordinance. Consistency with the Comprehensive Plan, Area Plans and Guidelines3 This project is taking advantage of the City’s Clean Local Energy Accessible Now (Palo Alto CLEAN) program. The City and KOMUNA have entered into a lease agreement as a part of this program to enhance the electric utility’s supply reliability by providing 3MW of local solar generation through long-term feed-in tariff agreements. The key policy applicable to this project is Comprehensive Plan Policy B-12, which encourages partnerships that provide community benefits and services that would not otherwise be made available. The applicable Comprehensive Plan policies are noted in the approval letter (Attachment A). In addition, a Comprehensive Plan Table is provided as Attachment C. Other notable policies in support of this project and process are:  process streamlining/simplification (Program B-5 and Policy B-16),  provision of parking lot shade (Program L-75), and  California Avenue Business District – maintain scale, character and function (Policy L-78). The City has policy interests in this project; that is, to maximize the utility gain by covering as much of the deck as possible. As noted, the hearing requestor did not note any general or specific concern with the project in the request for hearings. The ARB’s recommendation is needed as soon as possible, so the PCE Director’s second decision letter can be executed and the appeal period can conclude. The ARB is requested to focus on the areas in which the ARB has review authority (not the PV panels). The ARB is requested to evaluate the project’s approvability in terms of the findings for approval. Environmental Review The subject project has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. Specifically, the project is exempt from review under the 2 The Palo Alto Zoning Code is available online: http://www.amlegal.com/codes/client/palo-alto_ca 3 The Palo Alto Comprehensive Plan is available online: http://www.cityofpaloalto.org/gov/topics/projects/landuse/compplan.asp City of Palo Alto Planning & Community Environment Department Page 6 California Environmental Quality Act (CEQA) Sections 21080.35, 15303, and 15301 (existing facilities). Public Notification, Outreach & Comments The Palo Alto Municipal Code requires notice of this public hearing be published in a local paper and mailed to owners and occupants of property within 600 feet of the subject property at least ten days in advance. Notice of a public hearing for this project was published in the Palo Alto Weekly on March 3, 2017, which is 14 days in advance of the meeting. Postcard mailing occurred on March 3, 2017, which is 14 days in advance of the meeting. Public Comments As of the writing of this report, no project-related, public comments were received. Alternative Actions In addition to the recommended action, the Architectural Review Board may: 1. Recommend the PCE Director approve the project with modified findings or conditions; 2. Continue the project to a date (un)certain; or 3. Recommend project denial based on revised findings. Report Author & Contact Information ARB4 Liaison & Contact Information Amy French, Chief Planning Official Jodie Gerhardt, AICP, Planning Manager (650) 329-2336 (650) 329-2575 amy.french@cityofpaloalto.org jodie.gerhardt@cityofpaloalto.org Attachments:  Attachment A: 275 Cambridge Ave Parking Garage PV AR approval (PDF)  Attachment B: zoning compliance table (DOC)  Attachment C: comp plan table (DOC)  Attachment D: Request for ARB hearing of project (PDF)  Attachment E: Project Plans (DOCX)  Attachment F: PC 4127 Ordinance (PDF) 4 Emails may be sent directly to the ARB using the following address: arb@cityofpaloalto.org ATTACHMENT D ZONING COMPLIANCE TABLE 275 Cambridge Avenue / File No. 16PLN-00278 DEVELOPMENT STANDARDS FOR PC 4127 ZONE DISTRICT ZONE DISTRICT STANDARD PROPOSED PROJECT CONFORMANCE Minimum Building setback Front Yard (Cambridge Street.) 0 feet No change from existing conditions conforms Rear Yard (New Mayfield Lane) 0 feet No change “ “ conforms Interior Side Yards (abutting CC(2) properties 0 feet No change “ “ conforms Interior side yard not abutting residential 0 feet No change “ “ conforms Maximum Site Coverage: Maximum site coverage equal to the coverage established by the most restrictive adjacent district (which is CC(2)) which is ‘none required’ No maximum No change “ “ conforms Maximum Height 50 feet for PC (site not within 150 feet of residential zone) 27.9’ conforms Daylight Plane No daylight plane requirement in PC NA conforms Maximum Floor Area Ratio Set by PC No change (added structure not considered gross floor area) conforms ATTACHMENT E COMPREHENSIVE PLAN TABLE 275 Cambridge Avenue / File No. 16PLN-00278 POLICY B-12: Encourage the private sector to participate in partnerships with nonprofit or public agencies to provide community benefits and services that would not otherwise be made available The project is a result of a lease agreement between the City of Palo Alto and KOMUNA as part of the Clean Local Energy Accessible Now (Palo Alto CLEAN) program, a City effort to enhance the electric utility’s supply reliability by providing 3MW of local solar generation through long-term feed-in tariff agreements. PROGRAM B-5: Simplify the design review process for small-scale changes to previously approved site plans and buildings The installation of trellis structures to support solar panels was considered a small-scale change to a previously approved parking garage, and therefore the staff level review process was embarked upon. Program L-75: 50% shade program The solar panels supported by the structures subject to ARB review will provide shade for vehicles parked on the top deck of the garage Policy L-28: Maintain the existing scale, character, and function of the California Avenue business district as a shopping, service, and office center intermediate in function and scale between Downtown and the smaller business areas. The additional structures atop the garage would be consistent with the height of other buildings in the immediate area. The proposed structure atop the existing garage fits within this area within the California Avenue business district. POLICY B-16: Encourage streamlining of City administrative and regulatory processes wherever possible. Reduce inefficiencies, overlap, and time delays associated with these processes Proceeding with Council direction on September 26, 2017 as a staff level AR was consistent with this policy to reduce time delays associated with the ARB process. Policy L-48: Promote high quality, creative design and site planning that is compatible with surrounding development and public spaces. See qualitative statement in ARB findings that implement this policy statement. Policy L-70: Enhance the appearance of streets and other public spaces by expanding and maintaining Palo Alto’s street tree system. The proposal does not indicate removal of the street trees. If trees are impacted by the installation, trees would be replaces with new trees in a supportive growing environment. Policy L-73: Consider public art and cultural facilities as a public benefit in connection with new development projects. Consider incentives for including public art in large development projects. The project is exempt from the City’s public art requirement. Policy L-75: Minimize the negative physical The proposal is to add two structures to the top impacts of parking lots. Locate parking behind buildings or underground wherever possible. of an existing parking garage for the purpose of installing solar panels. Policy T-1: Make land use decisions that encourage walking, bicycling, and public transit use. The project will not discourage alternatives to automobile use. Policy T-19: Improve and add attractive, secure, bicycle parking at both public and private facilities, including multi-modal transit stations, on transit vehicles, in City parks, in private development, and at other community destinations. No additional bicycle parking is proposed with this project. Policy N-17: Preserve and protect heritage trees, including native oaks and other significant trees on public and private property. There are street trees along Cambridge Avenue. These trees are proposed to be protected during construction per City’s code requirements. ATTACHMENT E Project Site Plan Hardcopies of project plans are provided to ARB Members. The project plans are available to the public by visiting the Planning and Community Environmental Department on the 5th floor of City Hall at 250 Hamilton Avenue. The conceptual site plan for this study session will be available on the below webpage Directions to review Project plans online: 1. Go to: https://paloalto.buildingeye.com/planning 2. Search for ‘Project plans’ and open record by clicking on the green dot 3. Review the record details and open the “more details” option 4. Use the “Records Info” drop down menu and select “Attachments” 5. Open the attachment named “Revised Conceptual Site Plan for March 16 2017 ARB Study Session” City of Palo Alto Page 1 Call to Order/Roll Call Present: Chair Alexander Lew, Vice Chair Kyu Kim, Board Members Wynne Furth, Gooyer Absent: Peter Baltay Chair Lew: Architectural Review Board meeting for February 16th, 2017. Can we have a roll call, please? Oral Communications Chair Lew: Oral communications, this is the time for the public to speak on items that are not on the agenda. I don’t have any cards. Agenda Changes, Additions and Deletions Chair Lew: I don’t believe we have any agenda changes today. City Official Reports 1. Transmittal of the ARB Meeting Schedule and Attendance Record, and Administrative Staff-Level Architectural Review Approvals Chair Lew: Under City official reports. I did just take – I’ll take a second to mention that there are a couple projects that went to the Council. On February 6th, 429 University went to the Council and it was approved 5-3. It’s going to return to the Board for minor items. 203 Forest was – the director's denial was appealed on an 8-0 vote so that project will have to come back. If it comes back to the Board, it would have to come back as a new project. Then on February 13th, the Council passed the Ground Floor Retail Protection Ordinance on a 6-3 vote and there were a lot of changes to that. Action Items 2. Receive Presentation and Comment on Neighborhood Traffic Safety and Bicycle Boulevard Projects along Amarillo Avenue, Bryant Street, Carlson Court, Castilleja Avenue, Creekside Drive, Duncan Place, East Meadow Drive, Georgia Avenue, Louis Road, Mackay Drive, Maybell Avenue, McClane Street, Miller Avenue, Montrose Avenue, Moreno Avenue, Park Boulevard, Redwood Circle, Palo Alto Avenue, Ross Road, Stanford Avenue and Wilkie Way Environmental Assessment: Not a Project Pursuant to the California Environmental Quality Act. Please contact Christopher Corrao for Additional Information at christopher.corrao@ciytofpaloalto.org. Chair Lew: We can move on now to our first item, a study session. Receive presentation and comment on neighborhood traffic safety and bicycle boulevard projects along Amarillo Avenue, Bryant Street, ARCHITECTURAL REVIEW BOARD DRAFT MINUTES: February 16, 2017 City Hall/City Council Chambers 250 Hamilton Avenue 8:30 AM City of Palo Alto Page 2 Carlson Court, Castilleja Avenue, Creekside Drive, Duncan Place, East Meadow Drive, Georgia Avenue, Louis Road, Mackay Drive, Maybell Avenue, McClane Street, Miller Avenue, Montrose Avenue, Moreno Avenue, Park Boulevard, Redwood Circle, Palo Alto Avenue, Ross Road, Stanford Avenue and Wilkie Way. The Environmental assessment is this is not a project pursuant to CEQA. We have a Staff presentation. Welcome, Christopher. Mr. Christopher Corrao, Senior Transportation Planner: Yes, good morning. Good morning, my name is Christopher Corrao. I’m a senior transportation planner with the City and I’m pleased to present this morning the neighborhood traffic safety and bike boulevard project. This is a project that was approved by Council a year ago, and has been years in the making. As you noted in your length review of the streets that it covers, it is a very large project for the City. It covers 13 miles of roadway. The highlighted blue streets are the streets that the project touches. That does not mean that we will be excavating all of those streets. The project is largely comprised of traffic calming measures such as, speed humps, speed cushions which are speed humps that are emergency vehicles can drive of cyclists can pass through, traffic circles and other features that are intended to really slow traffic. The goals of this project really are to provide bicycle connections through Palo Alto that are safe and low stress while also having a secondary goal of calming the vehicle speeds, reducing cut-through traffic or non-local traffic. This project will be – it’s at 100% design. We have one more round of revisions that were given to the design team before we break ground this summer. We expect the project to take several years to construct. Let me go ahead and – another goal – significant goal is as you can see, this provided connections between Menlo Park and Mountain View. In Mountain View, there are also plans underway to improve the bike boulevards on Nita so it really provides a regional connection too. I wanted to start with an example of what you might expect to see with this project. This is called a speed cushion so it’s a speed hump with slots to bike through. This also has Chicane. During the concept planning phase of the project, residents of Ross Road felt the desire for more of a tree canopy. It’s barren at the moment so with this – with the Chicane it’s essentially landscaping in the street that prevents cars from circumventing the speed hump. It also gives us an opportunity to add green space. When possible, we’re also able to capture storm water runoff and include green infrastructure with these types of additions. This is an example of a high visibility raised crosswalk. The intent of a raised crosswalk is to increase the visibility of pedestrians when crossing. In this example, there are Chicane, so they’re essentially medians or curb extensions on each corner so that shortens the distance you have to walk across the street. It also gives us another opportunity to add landscaping and beautify the area. This is an example of a neighborhood traffic circle. The project includes approximately 30-32 traffic circles throughout Palo Alto. We already have existing examples on Bryant Street and some other locations; one on Stanford and Park. The traffic circles in this project have a been redesigned based on from feedback from those other traffic circles. This is one of those areas in particular where we’re interested in getting some feedback from ARB. The new traffic circles we’re designing are slightly larger and there’s more concrete at the edge. They’re designed to be mountable by emergency vehicles so there’s more concrete and we’re trying to figure out the best type of material to have in that mountable apron, as it’s called. There are options such as stamped asphalt or even cobble – some of the materials can get quick expensive so that’s also a consideration. This is a sketch from NACTO (National Association of City Transportation Officials) to give you an idea of what a raised intersection are. There are about 3 or 4 raised intersection in the project. Essentially, what a raised intersection does is it brings the intersection up to the sideway level. This is a location at Maybell Avenue and [Cologne], right by Briones school. This is one of the locations of our raised intersections. This gives you an idea of what the configuration is today. With the raised intersection, what we’re able to do is not only ramp up so that everything at the same grade but we’re also able to tighten up the radius of the sideways so that even though it’s at the same grade, there’s more space for pedestrians to wait as they’re crossing which is a current problem. This is another area we are hoping to get feedback on, are we’re struggling a little bit with what material – not the material but what color or what type of treatment to put on top of the raised intersection. It’s important that there’s some contrast so that motorists can see that there’s a vertical deflection but at the same time, we want that to be appealing for the neighborhood and easy to maintain. This is an example of a commercially raised intersection in Burlingame. This is one that you may have seen yourself. It’s a little bit different. It’s a commercial application. It was also extremely expensive because these are all stone pavers. This is another region – local example on Morgan Hill. This is more of a shared street or a raised street it’s sometimes called, it’s City of Palo Alto Page 3 all the same grade. The only thing that separates the street from the sideway is (inaduible) domes, which are the little-raised bumps that are required by ADA and bollards. This is intended to create an environment where cars and pedestrians and cyclists all intermingle and it tends to make a motorist slow down and create safer conditions. The last major feature is – are really the traffic circles. This is an existing traffic circle on Bryant so as I mentioned, the new traffic circles will be slightly larger in diameter. They’ll have the apron that is mountable for fire and emergency vehicles. They will also include lighting. Many of our existing traffic circles do not and they are not compliant with current standards and regulations. We will need to include lighting. We’re able to try to select a type of LED light that is a bit softer in color but we are pretty much bound by the laws in terms of having lighting at traffic circles and safety is our primary goal with this project. These are some examples of stamped asphalt so these are some treatments that we are considering for the raised intersections. We have examples of this at some crosswalks throughout Palo Alto on Stanford and El Camino. There are other treatments that could be done. We also have the ability to dye essentially, the asphalt so that it’s just simply a different color so more the color of concrete or something along those lines. That is my last slide for the presentation. I’m happy to take any questions and really what we’re – the main purpose of why we are here is that many of these features – of course, they are in the public right of way, they’re in people’s backyards and neighborhoods. We want to make sure that any materials we use are most aesthetically pleasing within the parameters of not blowing the budget. Chair Lew: Today it’s a study session format so we can have it more open if the Board Members prefer? Why don’t we start if there are any questions for Staff? Board Member Furth: Thank you. Could you explain what the raised intersection/raise street approach again? I understand it makes it easier to get – as a pedestrian to get from the sidewalk to the street but how do we keep it from being easier for the car to get from the street to the sidewalk? Mr. Corrao: We do have bollards that would separate… Board Member Furth: You’d use bollards. Mr. Corrao: We would have to have bollards for some separation. Board Member Furth: I’m glad. Board Member Gooyer: Now when you say bollards, are you talking 2-feet high – 3-feet high truncated domes or what… Mr. Corrao: It would similar to what you see here… Board Member Gooyer: That sort of thing? Mr. Corrao: …in Burlingame, yeah. They are about… Board Member Gooyer: That sort of spacing? Mr. Corrao: … 3-feet high. Probably a bit tighter than Burlingame’s spacing. If you look at our spacing here, we would – I think we have two bollards on each side of the curb ramp so there’s a bit more – twice the amount of ballard… Board Member Gooyer: Well, technically you don’t need a curb cut then, right? Mr. Corrao: It’s not really a curb cut but we have an apron for truncated domes. Board Member Gooyer: Right. Ok. Alright, thank you. City of Palo Alto Page 4 Mr. Corrao: Sure. Chair Lew: I have a question about the truncated domes. Mr. Corrao: Yes. Chair Lew: I know the – they were (inaudible) by ADA and ADA does require them to be color contrasted like light to dark. Mr. Corrao: Yep. Chair Lew: It seems like most Cities use the yellow and then we have some on University that are grey and don’t really have that much contrast but I was wondering if there’s more – if there was any – beyond the stated provisions of ADA, where their interpretations about what is acceptable or is there City standards that say there’s a preference for the yellow? Mr. Corrao: We have a City standard that Public Works has been consistent with which is the gray color. Most Cities use yellow for visibility. Some Cities like in San Francisco, they even darken the curb apron with extra lamp black so that it’s very – there’s a high contrast. Our contrast meets ADA but with the dyes in the concrete, we are able to still create the contrast or lack of dyes. Chair Lew: Ok and you’re showing the yellow in the rendering at the moment so is that the preference or (inaudible) (crosstalk) Mr. Corrao: No. Chair Lew: You’re just asking about – for – I know you’re asking for our input. Mr. Corrao: No, this rendering is – was something we put together for an earlier community outreach meeting. It’s actually – we’ve given feedback that the yellow would not work so this is meant to just be sort of an artist illustration. Chair Lew: Ok. That’s fine. Robert. Board Member Gooyer: Let me ask one question. You were talking about dyed asphalt as far as – now, how dyed is it? There’s nothing worst looking than the type they just dye over the top and then after a year, where the cars are, you see the black lines because it’s worn through. Is it completely dyed all the way through before they pour it or do they dye it afterward? Mr. Corrao: That’s a major consideration. With the dyed asphalt, there could be issues with patching. Another option is stamped asphalt instead, which is easier to replace. You can also use thermoplastic to do patching so that it also has the same look over the years but this is one of the comments we get internally from our facilities division. Whatever direction we head we want to make sure that it’s something that’s easy to maintain so we don’t… Board Member Gooyer: Or at least just deep enough so that it doesn’t – ok. Mr. Corrao: Exactly. Chair Lew: The cross – the pilot project on Stanford Avenue and El Camino that you mentioned. My recollection is that that’s stamped asphalt? Mr. Corrao: Yeah. Chair Lew: Red stamped asphalt? City of Palo Alto Page 5 Mr. Corrao: Yes. Chair Lew: It seems to be holding up ok. Is that the Staff’s opinion too? Mr. Corrao: Yes. So far, it’s held up quite well. Chair Lew: Ok, any other questions? No. Board Member Gooyer: You want a comment? Chair Lew: Yeah, why don’t we move onto the comments. Wynne? Board Member Furth: Well, first of all, thank you for the landscaping of what had been a perfectly hideous traffic circle or a bunch of hideous traffic circles in Downtown North. I thought it was immensely clever to use succulents or semi-succulents who bloom in that international Orange, which suddenly turns the hideous high contrast paint into a design element. I thought that was really well done. I kept meaning to write a thank you letter so this is it. I think whatever you do in terms of landscaping is going to be very important. I’m really – in terms of your colors, particularly, after last year – last week’s – last meeting’s Maybell hearing. I think that what neighborhoods have to say about what they envision is very important. I mean, I myself would rather not have florescent yellow. I don’t think it particularly fits with the suburban theme we’ve got going on in Palo Alto but if people want very high-visibility intersections that are (inaudible) – this is a school intersection; lots of kids pay attention, happy to defer to that. I find – Alex, what color is the – either one of you – what color is the material – the treatment at Stanford and El Camino? Chair Lew: It’s a Red – yeah. Board Member Furth: Generally, … Chair Lew: There’s a texture too. Board Member Furth: Generally, I’m not a fan of Terracotta and the way it looks. On the other hand, I’ve not been deeply offended by an intersection so I’m interested to hear what my colleagues have to say. Chair Lew: Robert. Board Member Gooyer: A couple of things. The traffic circles that you have, it seems like – in Europe they have a very specific reason – functioning as a calming mechanism but every traffic circle I’ve seen here is too small of a circle in the middle, which basically is the location to put a plant or a sign or whatever and really doesn’t do what a traffic circle is supposed to do and that is to slow people down. I see the same thing with the one that you showed me, it’s way too small. I mean, if you’re going to put a traffic circle and then use it for what it’s intended to do, which means pinching up the thing because a car could easily zip by that traffic circle with no problem at all and is not a system to slow people down. If is just for decoration or is it actually for traffic calming? Mr. Corrao: I apologize, the illustrations are really not that great. We saved money with the project by not spending too much on the illustrations. Board Member Gooyer: Yeah but the reality is that that circle looks (crosstalk)… Mr. Corrao: Yeah, it looks tiny. Board Member Gooyer: …very difficult – like all the other ones around. City of Palo Alto Page 6 Mr. Corrao: It’s not very accurate. The circles will be relatively small but what we’ve also don’t with the project is we’re doing curb extensions so we’re really tightening up the space for – and you will be forced to slow down at the new ones. It won’t be similar to what we currently have. Board Member Gooyer: Ok. The other thing is I’m not a big fan of raising the street up to the sidewalk because I agree that the whole concept – yes, it’s easier for people to walk out onto the street but there are also easy enough for people to accidently run over onto the sidewalk. In an intersection like this I can see it but on some – the other one you showed that is the longer stretch, I’m not big fan – I’m not in favor of that. Other than that, I mean the color scheme is – yeah, just sort of a – I agree with my fellow Board Member that it – that could be a – do you go for the low-key or do you go for the really want to see it 6 blocks away type thing? That’s probably something that the neighborhood should decide. Chair Lew: Kyu. Vice Chair Kim: Thanks for your presentation. Maybe adding onto the traffic circles, to me, I’ve always disliked the fact that we still have stop signs where we have the traffic circles. It almost seems like it redundant or it’s – or the traffic circle is not doing their part. I know it’s not necessarily part of this project per say but it would be nice to – it sounds encouraging that you're making those traffic circles larger than you have in the past so that it really does slow down the traffic. Perhaps there is an opportunity later that cars are going slow enough that you don’t even need the stop signs. Mr. Corrao: I don’t mean to interrupt but we are removing stops at most of these traffic circles. Vice Chair Kim: Great. Mr. Corrao: They’ll become a yield control. Vice Chair Kim: Awesome. Mr. Corrao: Not all of them but many of them. Vice Chair Kim: Other than that, I guess I’m a little curious to see some of the concretion details. I know that different parts of town have different curb conditions. For instance, that Amarillo rendering that you have there is, I believe, a roll up curb as opposed to a hard 90-degree curb so as far as drainage – it’s also an area in the flood zone. Are we still getting enough street drainage? Then the utilities – I have questions about the utilities at the traffic circles. It should like you will have some lighting and accommodations for that. What about – yeah, what about water? Will these plantings, Chicane, and other landscaping components be watered? Mr. Corrao: These will be manual –hand watered for about 90-days until they are established. That will be in the construction contract but they’re all drought tolerant plantings with the intent that they would not be irrigated. Vice Chair Kim: Ok. Then I guess if you're just asking for my opinion. I’m not against the raised intersection. I think that could work. I think the ballads would protect pedestrians and I think it’s worth experimenting with it. It hasn’t been done in Palo Alto so might as well try it out and see how that works. If we can get some contrasting asphalt so that it is visible and so that we don’t have cars – high school students flying over those intersections. I think it looks good and I’m excited to see them in place and see how they work. Mr. Corrao: Thank you. Chair Lew: Great. Thank you for bringing this to the Board. I don’t have a lot of comments for you. The – I think the biggest change is something that you haven’t shown me which is the lighting that you mentioned. Could these – like 15-foot high poles or are they – what are they? City of Palo Alto Page 7 Mr. Corrao: Yes. They would be standard City street lights and they would be – we had the – our consultant does a lighting analysis of where lighting would be needed. Trying to minimize the amount of lighting. Given that many of our current neighborhoods don’t meet standards for lighting, we want to make sure that it’s not too much of a contrast. They identified that traffic circle – particular traffic circles – they're – not all of them will need overhead lighting so a street light, that would be a standard height street light. Chair Lew: Those are at the corners or is it in eye – ok. Mr. Corrao: It would be at the corners. Chair Lew: Then on the traffic circle. The ones in my neighborhood have trees in them but there are some complications with manholes and other utilities that – what are – do you have any thoughts about what gets planted in the circle? Mr. Corrao: Yes. We’re open to different types of landscaping ideas for it. We’ve met with utilities and they do need to have access to the manhole cover. They do a sewer flush every 2-years so whatever is put in there, it needs to be thorn free. We’ve been instructed because they do need to access it. They also have a truck that needs to be able to access the very center to do the – physically do the sewer flush. Other than that, really the – as long as it’s drought tolerant, the landscaping is not a huge concern. Chair Lew: Ok. Then are you thinking about trees in there or is just smaller plantings and the trees would be out in the Chicanes? Mr. Corrao: It would be – it would not have trees in the traffic circles. They would just be smaller plantings. Chair Lew: Ok, that’s fine. Then you’d asked about the traffic circle island and I don’t – and the materials and I think that I know enough about traffic circles to make a recommendation on that. I would say though the ones in my neighborhood all have tire marks on them. They seem to get mounted a lot. I would think that a darker color would work better than maybe lighter or maybe it’s better to have lighter colors so that people can see it. On the – on all the warning domes at – we’ve had other Board Members in the past here that really objected to the yellow. I don’t – I’ve seen enough crazy school drop off things that I think brighter is better but generally, I think the gray – I think I prefer the gray ideally. The – it seems to me that they would blend in more with the existing infrastructure. Then I think you asked about the raised crosswalk or the raised intersection. It seems to me that I kind of actually likes the red stamped. It seems that is more typical – that’s kind of what people would expect it to be, right? I mean – then I think it also makes it look like a crosswalk. I mean right now you see basically a red crosswalk. The thing in the Burlingame that you’re showing, that’s all pavers, it almost looks like decorative paving. It doesn’t necessarily look like a crosswalk. I’m not fixed on – I mean I don’t feel that set on the color and texture. I do see some of the red crosswalks like on Stevens Creek and Cupertino and they don’t wear well over time. It seems like they get beat-up pretty quickly so whatever – to me, is whatever is durable and looks good over time is probably the best way to go. I think that the intersection at Stanford and El Camino is working well. Board Member Furth: (Inaudible) Chair Lew: Yeah, go ahead Wynne. Board Member Furth: I’m a heavy user of the intersection of Bryant and Everett as – you probably are to Kyu. I’m glad to hear you're making the circles bigger. What’s the traffic lane you’re going to leave? How wide is it going to be? Mr. Corrao: The lane, I believe, in most places is about 10-feet as you approach the traffic circle. City of Palo Alto Page 8 Board Member Furth: Because I avoid that intersection on a bike because the bike/car possibilities are a way to thrilling. There’s a lot of events and there’s also a lot of just, let me plow straight through the intersection, going on. Mr. Corrao: There are many variations block by block and if you are interested in seeing the plans, I’ve saved them on the City website under the transportation division site. If you would like to take a look at the plans, you can see which intersection – exactly what’s planned. If you look – just be sure to look for the layout plan because the plans are several hundred pages. Board Member Furth: (Inaudible) Mr. Corrao: Yes, everything. Chair Lew: I think that’s it. I had just one last comment which is I think that Staff has been – you guys have been publishing in the newspaper about the traffic circles or how to use them or maybe that’s transportation. Is that transportation? Mr. Corrao: Our safe routes team has been doing some educational pieces on how to use a traffic circle in the light that many are coming. Chair Lew: I think it’s really important – I live in another City that has traffic circles but I would just say that I see people do things that they're not supposed to do around the traffic circle so I think that – I just wanted to say that that’s important because it’s not typical suburban intersection. Thank you, Staff. Mr. Corrao: Thank you. Chair Lew: Great. Can’t wait to see these get rolled out. 3. QUASI-JUDICIAL / PUBLIC HEARING: 855 El Camino Real [16PLN-00237]: Request for Architectural Review of an Amendment to an existing Master Sign Program and Sign Exception for construction of a new externally illuminated post-mounted freestanding tenant sign for "Gott's Roadside" at Town & Country. Environmental Assessment: Categorically Exempt per CEQA Guideline Section 15301. Zoning District: Community Commercial (CC). For additional information contact Rebecca Atkinson at rebecca.atkinson@cityofpaloalto.org Chair Lew: Now we can move onto the next item which is item #3. 855 El Camino Real. Request for Architectural Review of an amendment to an existing Master Sign Program and Sign Exception for the construction of a new externally illuminated post-mounted freestanding tenant sign for "Gott's Roadside" at Town & Country. Environmental Assessment: Categorically Exempt from CEQA. Zone District: Community Commercial (CC). Mr. Jonathan Lait, Assistant Director of the Planning Department: Thanks, Chair. We just need a minute to set up here. Chair? Excuse me Chair? I just learned that the applicant for this project is not here. They are coming? They are in the lobby? Oh ok. Then I’ll just go get them. Thank you. Ms. Rebecca Atkinson: Good morning. Chair Lew: Welcome, Rebecca. Ms. Atkinson: Thank you very much. The project today as you stated is a new freestanding sign – installation of a new freestanding sign at Town and Country Village for Gott’s Roadside. This project will require the approval of sign acceptations findings and of course, Architectural Review findings. Town and County – we rarely see on Town and Country signs here with the Board because, in the past, the Master Sign Program and the Master Façade Program were approved for the project so most of the tenant signs City of Palo Alto Page 9 and so forth get processed over the Development Center. In this case, the Master Sign Program works where if a tenant proposes a sign deviating from the approved Master Sign Program, that they have to follow the normal Architectural Review process and sign exception process if necessary. In this case, the proposed project does not conform to the revisions of the Master Sign Program regarding sign type, height, placement location and number of individual tenant signs. The proposed location is at the end of the existing plaza seating area near the corner of Embarcadero Road and El Camino Real. Here is the proposed elevation on the sign. It generally matches the character of other existing tenant signs as well as the existing Gott’s Roadside wall fascia sign. For comparison, here are – here’s the character of the signs elsewhere. Especially along the – this is the existing identification sign along El Camino Real. There are a couple sign exception items that are requested. The three items that are bulleted here and of course, in regard to Architectural Review, the analysis would cover the sign location, size, it’s design and night time illumination. Moreover, there is a policy item here also, about the overall approach to the Master Sign Program at Town and Country. This is a request for an exception by an individual tenant and so we’re interested in feedback on whether or not this would actually set a president for other tenants that also have existing outdoor seating areas and how that would relate to the overall Master Sign Program. How would we approach that? The recommendations are actually to just review the project and then provide direction to Staff for recommended action to the director. The alternative actions are also listed in the Staff report. The applicant has provided a project description as well as suggested sign exception findings in Attachment A. There have been no public comments on this project since it has been turned in and since the notices went out. There are color and material boards available down at the end. I’ll go get that for you and I’m happy to answer any questions you might have. Chair Lew: Do we have an applicant presentation? Male: Good morning. There is an applicant presentation however, I apologize that the people who are all here to present the applicant presentation are not here right now. If needed, we would be willing to basically, bump to the next item on the agenda if that creates an issue. Mr. Lait: I suppose alternatively, if – I think we presented in the materials and with Rebecca’s presentation probably enough information about the sign and the policy statements. If the Board feels comfortable, you could probably go forward with the discussion. Chair Lew: We can check them but I think we have more people here now. Are you may be ready to – yes, Wynne? Board Member Furth: I’m not – haven’t ever worked with the Town and Country Master Sign Program before and I couldn’t find it on the website. Do you have a copy? Ms. Atkinson: I do and Staff uses that at the counter regularly and things like that. Yeah, I don’t think it’s something that we actually published up on the website but I’d be happy to describe it for you? Board Member Furth: (Inaudible) is a first step. Ms. Atkinson: Ok, great. In general, the original Master Sign Program that was approved in the early 2000s did have site identifications signs in the locations – basically, that have been implemented today but with the different design and then they came back in about 2007 and got approval for what we see today. The Façade Program has three options for tenant storefronts and so if you design your storefront to any of those three options, it just maintains a general consistency… Board Member Furth: What are those three options like? Ms. Atkinson: Just the general large store front windows, door placement and so forth like that. It’s very minimal and I don’t see a lot of difference between the options, in any case. Then the signs themselves, you’re allowed to have a blade sign over each of your entrance doors so you get two if you have two entrances. You get a wall sign – well, on your fascia sign and that’s light by a LED strip. City of Palo Alto Page 10 Board Member Furth: I’m sorry, a wall sign and a fascia sign or the wall sign is on the facia? (Crosstalk) Ms. Atkinson: Sorry, wall fascia sign in… Board Member Furth: (Inaudible)(crosstalk) wall sign. Ms. Atkinson: Just exactly as what that existing sign looks like for Gott’s Roadside. All the tenants have those. Board Member Furth: So, the Howie’s Artisan Pizza sign which is not – which is out front in the parking lot – almost up to the parking lot, that complies? Ms. Atkinson: That Howey’s sign on that awning – that’s an area of question for c-compliance. Actually, (inaudible) Board Member Furth: It’s not an awning. It’s a wooden structure. Ms. Atkinson: That whole item right there is an area in question for code enforcement. Board Member Furth: And the eat sign, super graphic? Ms. Atkinson: That is also something for this particular tenant, as you mentioned and in the Staff, report on the table, it said that Staff is unable to find any approval of the eat super graphics sign. That would be also – Jonathan wants to code (inaudible)… Board Member Furth: A coded enforcement (inaudible) Ms. Atkinson: …that would also be a code enforcement item. The application did not – the application for the free-standing sign didn’t not include retroactive approval of that eat and Staff inquired about that in and of itself. The – this particular freestanding sign can be reviewed on its merits in and of itself and the super graphic would require either the retroactive approval through a separate application or it would be a code enforcement item. Board Member Furth: Thank you. Chair Lew: I think we’re ready for the applicant presentation now and I think you have 10-minutes. Male: Thank you, sir. Good morning members of the ARB, Chairman Gooyer. Today we have an application in front of you. I’d like to make a brief presentation. Joined here today is the Gott’s Roadside applicant as well as Jim Ellis, owner of the shopping center. The application in front of you is primarily a sign to create an identity at Gott’s dedicated plaza area, located in the corner of the shopping center. As mentioned by Staff, there is a Master Sign Program. That was actually created over 10-years ago, prior to the Real renovation and rejuvenation of the center. When the Master Program or the Master Plan came about the center, some key elements were made to try to attract retailers to the center. Some of these key elements included opening up of the arcades to try to create better light and visibility to us otherwise, it’s a hard place to retail or (inaudible) with very low store fronts. One of the other key elements, when the center was renovated, was to create bulb-outs or plazas at strategic locations to hopefully, attach anchor tenants. These anchor tenants would then activate the plaza with intended uses or hopeful uses which include food and as you know, food attracts plaza or engages activity at plazas. Here – Wynne, I think you were asking about the sign program? This is from the Master Sign Program. This is a document that was created that most of the tenants use when they create their signs. It consists – where’s the point? Ok. It consists of a long rectangular sign, mounted at the arcade fronts, so the beams. It’s a fascia sign they call it and then again, as mentioned, internal arcade signs that are either hung or mounted to the walls. The signs that are used at the center are really used to express the key elements of the architecture or the (inaudible) of the center which is to express the posts and beams. City of Palo Alto Page 11 These post and beam structures are really required to be highlighted and emphasized anytime something is renovated there including any of the storefronts. The sign specific location is at the south corner of the site and it’s at this entry, which is again Gott’s dedicated plaza. It’s approximately 45-feet from Embarcadero and 38-feet from El Camino Real. Gott’s restaurant space, again, one of the larger restaurants here, is located approximately right here offset of the plaza; not directly on axis. The sign design itself is taking cues also from the Master Program that was originally created. The intent was to emphasize and create entryways into the center. These were done by looking at cues from California ranches. The vocabulary previously used also, referenced everything from low stone walls to palm trees. In this case, we’re creating a portal or gateway to the entry of the plaza. The design elements again, really reference the post and beam vocabulary. The post are of (inaudible) or heavy timber posts, mounted or engaging on the existing low wall that surrounds the plaza. The engagement with – occurs with an exposed steel plates which again, is exposing the hardware that could be seen throughout the center. The beam or the fascia is a reference and a replica of the existing Gott’s sign that’s located slightly further away in front of the restaurant and their store front. The details of the sign as you can see are simple aluminum cut letters, then with a perimeter frame that is accented in red. I believe on the material board you see that is Gott’s signature color. The size proportion of the sign are also meant to be kept very low and this low element, a beam or fascia, is to create a horizontal line (inaudible). That relates to the arcade and also happens to relate to the umbrellas when they are opened up in the plaza to create a strong gateway portal access through the plaza. Here you can see the sign off on the left as the gateway portal entry to the plaza. As well as then the Gott’s existing arcade, as well as their space or their restaurant space off to the right. With that, I would like to invite Jim [Else] and Clay, if there is time left, to speak to a few points. Staff has talked about the exceptions and findings you need to make. There has been a lot of (inaudible) history on this project and we want to address some of the items if you need to discuss further, which include the number of signs of the site. Why does Gott’s need so many or require this many signs? The free stand sign type. Again, it’s really compliant with the Master Sign Program for the fascia but because we’re mounting it between two posts, this becomes a new sign type that’s not addressed in the Master Sign Program and is required for ARB approval. As well as allowing a specific tenant a type of sign (inaudible). If there is a question that if this is going to create a president for the center or not. Sorry, Jim. Mr. Jim Ellis: Great. Good morning, Board Members. Jim [Else], I’m the owner and general partner of Town and Country Village, Palo Alto. We are – we’ve really appreciated your time and I don’t have much time to speak but we care very much about this property as it – as we know, we are a steward for this landmark property in Palo Alto. I hope you can tell just by review – by doing a quick review of the sign program that we implemented a very carefully thought out, very minimal sign program that really caps the low-profile nature of the shopping center and what I’ll just describe as a low-key vibe that the Town and Country Village has. If you – I just wanted down University Ave. I know that’s probably not a good point of comparison but we very small scale signage at the center and Gott’s happens to be a very important tenant to us. They are one of our anchor tenants for the center and the reality by the pictures that you’ve just looked at, is that it is still hard to identify Gott’s to visitors to the center driving down El Camino or Embarcadero. Gott’s has struggled financially to try to meet their business goals at the center and, so we are trying to help Gott’s by allowing them to have a bit better identify. We understand that we’re requesting this additional sign quality but given the dark store – the low-slung nature of the buildings; the very minimal fascia bands we have to do relatively small signs. We’re asking that a consideration be made to add this freestanding sign. We understand that it’s not defined specifically in the Master Sign Program but this is a unique circumstance. It is an outdoor seating plaza that is at a prominent location and we feel that it is a unique application. Not something that we would ever ask is repeated anywhere else in the center. Obviously, that’s the reason why we’re in front of you asking for your consideration to allow this minor change. That is about it for me. Then I’d like to introduce one of the managing partner or partners in Gott’s Roadside. Mr. Clay Walker: Thanks, Jim. Good morning everybody. My name is Clay Walker and I’m the president of Gott’s Roadside and we’re here obviously, to ask for your help because, in our opinion, we do not have enough roadside visibility and as a result, we’re unable to attract enough customers and hit our sales targets. Unless something changes, our ability to remain as a tenant at Town and Country is in pareal. City of Palo Alto Page 12 When we arrived at Town and Country we combined three existing retail spaces and secured control over an outdoor patio, which is in the middle of the parking lot. It’s a unique situation at Town and Country. I don’t know how unique it is around the rest of Palo Alto but at least at Town and Country, it’s unique. Our existing storefront fascia sign from the corner is actually behind the patio and so what we’re trying to do in conjunction with our landlord is activate that corner. Not just to drive more business to Gott’s but to make all of Town and Country more inviting but without signage closer to the corner, we’ve been unable to realize that full potential and that’s why we are here today. Thank you. Chair Lew: Thank you for your presentation. I will open up the public hearing to members of the public if they have any comments. I don’t have any cards so I think we can move onto Board Member questions. Are there any other questions? Yes, Wynne. Board Member Furth: If you’re willing to share this information, is your shortfall in customers more towards the mid-day or the evening? Light or dark? Mr. Walker: It’s really two-fold. Board Member Furth: So, it’s even… Mr. Walker: We’re underachieving at both lunch and dinner. Board Member Furth: Thank you. Chair Lew: Any other questions? No. Why don’t – Robert, would you start us off, please? Board Member Gooyer: I’ve looked at this and I understand where you are coming from but it’s one of these things that – what I’ve always liked about Town and Country is the low-key aspect of it. I’ve never really considered the signage that’s one the buildings to be the type of thing that you would look at when you’re driving at 40 MPH down El Camino. It’s always been sort of a – once you pull into the shopping center, as you’re driving along slowly you see the signs. To me, considering that sign is smaller than the existing one that you’ve got. It’s going to be tough to see, as I said when you’re driving on either one of those two streets. The problem is if that’s – if the intent is to make it more noticeable for people on the roadway, I think maybe what needs to happen is your actual main sign needs to be modified not adding smaller signs on the buildings itself. I just cannot support it the way it is. Chair Lew: Kyu. Vice Chair Kim: Thanks for your presentation. I tend to look at it a little differently. I think from a larger – take a couple steps back and look at the bigger, overall picture of this. I think the current sign program probably needs to be updated. It was mentioned that it was put in place over 10-years ago. I think signs change much faster than actual building types and some of the other things that we look at as the ARB and so I think that program is set for some revisions that need to be put in place. Having said that, I think the sign that’s being proposed here actually, makes sense. It’s a roadside dinner. You want to be able to see if from the road. As a local, I know exactly where it is and I’ve been there but I’ve had an experience in the past where I’ve told a friend from out of town that’s meeting at Gott’s and they’ve had to circle around the plaza so I can understand that the visibility may be an issue. I don’t think it necessarily hurts the rest of Town and Country or any of its neighbors. I think if anything that dedicated seating area can be somewhat of a mystery of whose seating area is that? I think this sign kind of suddenly says that this is for Gott’s s customers and I think it’s designed in a way that reflects the other signs throughout Town and Country as well as the existing fascia sign. If anything, I would question the need for the sign on both sides of the proposed sign. I think it makes sense as you’re looking at it from Embarcadero and El Camino but I’m wondering if you really need that same sign lettering on the opposite side of the sign. I would also maybe question the lighting. I don’t know if that is necessary but as far as a sign from a design standpoint, I think it’s been thought out. It’s been designed well and I think it City of Palo Alto Page 13 warrants an exception in this case. I had some other questions that I think have been answered and I would be fine with this exception. Chair Lew: Wynne. Board Member Furth: Thank you. I was telling my colleagues that I realized I’ve bene watching the evolution of Town and Country since 1964 and it’s very impressive because you’ve managed to change it significantly and keep what makes it particularly attractive and lovely and I have certainly spent a lot of time and money there. My principle concern is that I was looking at it again this morning. I decided to look at the drive by approach as to oppose to the walk or bike approach I usually take. What makes it – it’s a relatively small site but it’s so distinctive and the reason – one of the reason it’s so distinctive is because of its sign program. I’m concerned that this application, which I realize is from the center, without figuring out what we’re doing here, looks like a step in losing that integrity. It’s interesting that Gott’s red border is part of their distinctive signage and I understand both their legal and practical need and right to keep that but that alone makes that sign pop and that along with the bookstore signs and the other hamburger places and whatnot. I’m disinclined to say yes at this point without seeing the sign program because when I look at the Howie’s sign, which also involves a coming forward though not coming forward as far and I look at the eat super graphic and then I also look at the very low-key Trader Joe signage. I think we’ll get a better result if we look at the – I’m sorry to do this – say this but we’ll get a better result if we look at the sign plan rather than trying to address this problem. This sign I think is intended for drive by traffic. I don’t know if it’s suitably sized for that. Obviously, the applicant thinks it would be a help and I’m not comfortable with saying yeah, we need bigger signage to sustain businesses here. Chair Lew: Yeah. We’ll have a 10-minute rebuttal period after the Board Members make their comments. What do I want to say? I would say the – I spent many, many hours on Monday at the Council meeting with regards to our Retail Protection Ordinance and there is a long – the Council is supportive of local businesses and does understand that there are issues with the local businesses and our Sign Ordinance. I’m willing to support the sign exception for this particular project. I did go to the site yesterday and it seems like your existing fascia sign works from Embarcadero entrance but it doesn’t give you anything from the El Camino entrance. It seems very weak coming in from the El Camino side and I think that’s just because of the corner. The landscaping, there are trees at the corner and also too, when your umbrellas are open, that also actually, makes it harder to see the fascia sign at the corner. I do think the – all the patios that were added back in 2006 or 2007, whenever, are really amazing. I mean, they are really very, very well done and I don’t think that the sign that is proposed attracts from that at all. That’s where I am on this one. I think I do agree with other Board Members that they want to see an update of the Sign Program just to make sure that new signs are fitting in with the program. I think that’s the better way to go but if there’s a time issue on this one, I’m fine with – I’d be agreeable to approving an exception today or I think the Staff is going – is just asking for direction today, is my understanding. Mr. Lait: Yeah, I can clarify that. If there’s a majority support from the Board, one way or the other, I feel like we could probably draft the findings and make a decision within the 5-day time frame in the code if that was your direction. Chair Lew: OK but at the moment, I’m seeing us more like 2-2, which is actually – a tie is a denial, at the moment. Mr. Lait: Correct. Chair Lew: I think that’s where we are. I think – is there any more deliberation on the part of the Board? Board Member Furth: Well, I do have a question which is, is there any reason to believe that super graphic is legal and is permitted under the Sign Program? City of Palo Alto Page 14 Ms. Atkinson: That super graphic is not permitted. It would require a retroactive approval of a sign exception for the super graphic. Board Member Furth: I am disinclined – I mean, not having heard the arguments in favor it. I, at the moment, would be disinclined to say that that was consistent with the overall – which I agree, terrific ambiance environment that has been created. Mr. Lait: If I could just interject there. Apologize for interrupting. I don’t think that there is a – the super graphic eat sign and maybe one or two other signs that have popped up at the site. We’re not finding some records for those and my thought on that was that we can focus on the one item that is here before us and we’ve had a conversation with the property owner about our interest in updating the Master Sign Program. I feel like we can probably address those signs that are questionable, whether they’ve got a permit for them and incorporate them into a Master Sign Program or as reviewed by the Board, have those be removed. Board Member Furth: I think questionable is a bit of a ufamism in this case. I think they are illegal. Mr. Lait: I say questionable – you think they legal or? Board Member Furth: Illegal. Mr. Lait: I use that term… Board Member Furth: They appear to be non-conforming to the… Mr. Lait: Right but I use that term because we don’t have any City records but the applicant, in my conversation with them has indicated that they believe that they did get City approval. From my perspective, it is unknown. Board Member Furth: Clearly my information is incomplete. Chair Lew: Any other comments? Yes. Vice Chair Kim: Maybe one last comment on the text for the proposed sign. It’s – I always thought there was something a little bit different and I think comparing it with the existing sign. Is there a different curning between those letters especially, Roadside? Yeah, you can come up. Male: Yeah, in fact actually, they will be the exact identical. The graphic might be slightly off. The people that made the sign on the fascia – sign company, is the same sign vendor and they are using the same details though the portions might be slightly different but the intent would be the exact same lettering as well as the colors that you see in everything else before you on the material board. You might be looking at the line drawing and that might be what’s throwing it off a little bit. Vice Chair Kim: Do you know what curning is? Male: I don’t know (inaudible) Vice Chair Kim: Ok, no. It’s fine. It’s just a very minor comment but… Male: We can ensure that it would be a replication of that sign. Vice Chair Kim: I think if you want to maintain the existing curning, I think that the font size will actually have to get smaller but just a minor comment. Board Member Furth: I have one more question. City of Palo Alto Page 15 Chair Lew: Yes, Wynne? Board Member Furth: Obviously, I’m trying to get to a place where I can vote yes. This is the more dramatic former parking lot seating area. There are a number of others. I’d like to feel secure that an approval of this would not lead to a whole series of additional requests in a new sign plan for additional encroachment things. Could we have your comments? Mr. Ellis: Thank you. One of the reasons why I don’t feel a revision to the sign criteria is necessary is because this is a unique circumstance. We’re not interested in modifying the sign program to allow for other free standing signs. This is a unique location. It’s at the corner of the property. It involves what we consider to be an anchor tenant for the shopping center and we just don’t see any other relevant area or any other circumstance where we would be asking for another free-standing sign. The other thing that I would just add is that the tenants have no control over the signage that they require unless we approve it. We are the steward of this Sign Program that you have – that your predisesores have approved and we follow it very tightly. There are one or two exceptions which have been discussed here today but we’re happy to answer more questions about that. Chair Lew: I have one more question for Staff. On the existing multi-tenant signs, right, there are two. There is one Embarcadero and one on El Camino and so Gott’s has – and there are two faces on each sign so Gott’s is on one face of one sign, is that correct? Then the – I think they’ve got a photo of it. Who – how is that – how is the – do we know how the selection of tenants is placed on the sign? How do we know who gets space and why there just – why are they only on one sign – one side of one face? Ms. Atkinson: The Staff isn’t involved in that type of permitting. They were permitted to have tenants on those signs so I believe I would defer to the property owner. Chair Lew: Great. I think they have a photo there, that they are on the right and that’s the Embarcadero sign. If you could use the microphone and so I think the argument – I guess my question is could they have more placement on the multi-tenant signs instead of the patio sign? Would that do more for the business? Mr. Ellis: As you can see they already have a position and we don’t have any more room at this time to place more identity for them. I would just – I can’t help myself but I’ve been involved in this project for so long. That is a very modest monument sign, in my opinion, compared to all the other retail centers in Palo Alto. We took really great care in making sure that it’s consistent, uniform, all the same color. All the things that retailers hate. We’ve had to fight for it to have that type of result. Chair Lew: Yeah, go ahead. Male: Can I just add to that as well? When we did this, the master signs, as Chairman Gooyer pointed out. They are really not designed to the size and font that is to be really seen at a 35 MPH drive-by. It’s more pedestrian friendly and some token of signage as you will and this – in fact, in the Staff report, it was hard to see where the sign was. It’s on one side, it’s off to the right and it’s actually blocked by the palm trees when you drive into the center. Chair Lew: Ok, thank you. For Staff, I just have a quick question for you. The rebuttal period, is that after we make a motion or this before? Mr. Lait: The rebuttal is actually for the applicant to rebut any public comments. They don’t have an opportunity to rebut the Boards discussion but you’re certainly welcome to invite them back to respond to any comments that they heard at your discretion. Board Member Furth: Do you want to continue this until we have a full Board? City of Palo Alto Page 16 Chair Lew: Oh, well why don’t we – ok. Why don’t we – do we have any motions? MOTION Board Member Furth: Well I could propose that we continue this to till our next regular meeting so that they can be considered by a full Board which would give them direction. Board Member Gooyer: In all fairness, the way it looks now, it’s probably 2-2 so I think you’re probably going to be better off – it’s going to take one more time but I can’t vote yes for it right now. Like I said, if there are 5 people here then there is a much better shot at getting a 3-2 or a 4-1. There isn’t a whole lot of – there’s no additional work that needs to be done. It's mainly the matter of the 5th Board Member is missing. Mr. Lait: I guess to that point, if I may Chair, it would be helpful to hear from Board Member Furth about the expectations for a continuation because I heard comments about an updated Master Sign Program in order to be comfortable to move forward. Board Member Furth: I’m suggesting that if you have 5 members present, you’re going to get direction. That won't simply be a default because of a tie. Mr. Lait: I think that – Yeah, I understand. I mean, yes, we would have a majority and we would get direction. Board Member Furth: They might very well get an approval. Our missing member can review the tape and look at the minutes and be qualified to participate. Chair Lew: Ok. Does Staff – We don’t have Jodie Gerhardt today. Does Staff what’s up on the next – at the next meeting? What’s on the agenda for the next meeting? Mr. Lait: Your next meeting is March 2nd and you’ve got a lot of items. You’ve got 3223 Hanover; the fire station is coming back on Embarcadero. You’ve got a new multi-family project on Alma. That’s what we have slated thus far and I think there was actually another item that is pending. Ms. Atkinson: This would be old business. We would be considered old business too, right? Chair Lew: Right, so it would come first. Although the fire station is also old… Mr. Lait: You’ve got – you would have three other items or two other items – three counting this one that would be – have heard previously. Chair Lew: Is the applicant open to the next hearing? Male: Can I make a point? Just to point out. Chairmen or Member Gooyer – I’m sorry, Member Baltay is not here today. He actually worked with us on some of the retail center storefronts design so he’s been hired by the owners. He might have to recuse himself. Chair Lew: Yeah, that was within a year, right? Male: I don’t know if it was a year. That was probably – I don’t remember the history there but it was a little bit – some time ago, we’ve worked together at the center. Chair Lew: OK, well this makes it harder. (Inaudible) Male: To that point, we’d be glad to address some of the concerns you have and maybe come to some agreement. Just to point out, this has been a year and a half in the making. You look at the dates of this City of Palo Alto Page 17 application, last June and various – we’ve been working really hard with Staff and trying to come to some terms for this. Thank you. Chair Lew: OK. Board Member Furth: I would certainly appreciate having the additional time. (Inaudible) Chair Lew: Would the – and then would we be – the Staff could provide the existing Master Sign Program so that you could review that? ok. Why don’t we – I think that we still need to make a motion. MOTION Board Member Furth: I move that we continue the hearing in this matter to our next regular meeting where it will be heard as old business, at the front of the agenda. Chair Lew: Great. Board Member Gooyer: Ok, I’ll second that. Chair Lew: All in favor? Chair Lew, Vice Chair Kim, Board Member Furth, Board Member Gooyer: Aye. Chair Lew: Opposed? None. We will continue it to the next ARB meeting. MOTION PASSED 4-0 WITH ONE MEMBER ABSENT 4. PUBLIC HEARING / QUASI-JUDICIAL. 2600 El Camino Real [16PLN-00022]: Consideration of an Architectural Review Application to Allow the Demolition of an Existing Six-Story Commercial Building and Construction of a New Four-Story, 62,616 Square Foot Commercial Building; no new Floor Area is Being Requested. The Project Includes Retention of an Existing Subterranean Garage and Proposes a new Parking Structure at the Rear of the Proposed Building. Environmental Assessment: The Project is Exempt From CEQA per Guideline Section 15302 (Replacement and Reconstruction) Zoning District: CS. For additional information contact Sheldon Ah Sing at SAhsing@m-group.us Chair Lew: We move on to item number 4 which is a PUBLIC HEARING / QUASI-JUDICIAL item. 2600 El Camino Real. Consideration of an Architectural Review Application to allow the demolition of an existing six-Story commercial building and construction of a new four-story, 62,616-square foot commercial building; no new floor area is being requested. The project includes retention of an existing subterranean garage and proposes a new parking structure at the rear of the proposed building. Environmental Assessment is the project is exempt from CEQA per guideline section 15302 and the Zone District is CS. Welcome, Sheldon. You have the Staff report? Mr. Sheldon Ah Sing: Yes, good morning. Sheldon Ah Sing, Contract Planner. The applicant is also here with a presentation. Just a brief project overview because you did see the project a couple months ago. The project does propose a demolition of an existing non-conforming office – commercial building and construction of a new 4-story commercial building with no new net square footage. So, there is some amenity space that’s being added but that’s not considered as gross (inaudible) under the Palo Alto code. The request does include Architectural Review. The key issues would be architectural design and context and we will go over some of the things that were discussed at the last meeting. There was some discussion about privacy as well as some hardscape in the front of El Camino Real. There was a lot of discussion about the garage in the rear of the building and how that should be functional. It wasn’t City of Palo Alto Page 18 perceived as a lot of detail was given to that parking structure and how that parking structure would complement the architecture of the building as well as having pedestrian connections from that structure to the building. Then there was also some discussion regarding the project's preservation of 4 mature trees, 2 of those, in particular, are along El Camino Real. The applicant did come back with a response to the garage. Some real detailed drawings about how the garage circulation would work and the layout and these would meet the Cities criteria for a design. They also included areas for pedestrian circulation on the first floor – the ground level with some different (inaudible) pavement styles so that people would know that that’s an area to walk in. Including in that was a particular attention to the design. This is an upgraded design that was previously presented to the Board. You can see in the upper picture that that is the garage and the lower picture shows a slight silhouette of the garage but the main building is in front of it. There you can see that the two have some mirroring types of architectural design and materials that are being used; same themes. This is a close up of the first floor of the garage showing the circulation and you can see the dashed arrows where the pedestrian would be on the ground level and lead to the pedestrian plaza at the rear of the building. This just demonstrates the site plan just to remind the Board that there is an existing basement below that is going to remain. The surface parking is being upgraded with a garage deck in the back so the project now will meet the code with respect to parking. There is a loading space that is being added in the back. The two elm trees along El Camino Real and this new current plan are being removed so that freed up some flexibility for some landscaping. There is some public art that is being proposed out in the front and that is working its way through the Commission. As I mentioned, the site does include the amenity space within the building. These are just some images that we’ve shown before. These have not changed. There was a lot of comments regarding, I think, the architecture of the building the last time but the applicant will have in their presentation some pictures regarding the privacy with the adjacent mixed used building. As discussed before, the Environmental Review, this is a replacement project. There are not impacts of cultural resources as well as any hazards. We did receive some public comment, you should have that before you, from the adjacent developer of the new mixed-use building stating that they did consider the privacy in their design and landscaping so they don’t perceive any issues happening there. With that, the motion is to recommend the approval of the project based on the findings and subject to the Commission's approval. That concludes our presentation. I’d be happy to answer any questions that you have. Thank you. Chair Lew: Why don’t we do the applicant presentation and you have 10-minutes. Mr. Cliff Chang, Change Architecture: Thank you. Cliff Chang, Chang Architecture, Burlingame, California. If we go to the next slide just to review – Oh, thanks. The four major items that were brought up that we responded to was removing the two Chinese elms that where in the existing planters. Second was providing more detail on the hardscape integration with the housing on the side walk and the trees. Third was provide more detail on the circulation around the parking garage, the upper garage in the back and how that integrates with the architecture of the office building. Then lastly, addressing the privacy between the office building on the west elevations with the housing. This view and the – mainly shows the access – just to clarify, the access to the lower garage shown by the red arrows so those are coming in from both sides into the upper garage. They go down – it’s the same as it works right now currently on site. The blue arrows are the new entrance to the upper garage. We had them, as you recall, at the corners. We had one-way entries – one-way entry up and a one-way exit down. We’ve solidified that and clarified that into one single two-way ramp at the bottom of the sites so it’s further away from the other entries. This is a blow up of the Landscape Plan and in the left corner you can see the adjacent housing hardscape. You’ve actually a picture of it in your 11x17 showing the sidewalk scoring. We’ve – we’re matching the 13-foot sidewalk exactly. The tree grates that they have, we’re mirroring that with our trees. You can see that the spacing of the trees is similar and this plan also shows the – we’re going to have new walkways along the left and right of the garage in those will be planted with addition of 10 new trees. I think you asked about the relationship between the office building and upper parking garage. This is a diagram showing the relationship between the two with the green space right in between. Just to clarify the ways that the ramps work. The top diagram is showing the red ramp going down to the lower garage that’s below the office and then then the lower diagram shows the ramps going up to the upper garage. Just to clarify how that circulation works. The circulation on the upper garage is now one- way and it has no dead ends so you simply come up this central ramp. You circulate clockwise. One-way City of Palo Alto Page 19 parking – diagonal parking is much easier to navigate and then you just circulate either up or down. We have added the new lights – before I get to that. We actually designed this in tandem with [Watchry] Design, a garage specialist and this just shows that the turning diagrams indeed work very well and so we’re both comfortable with the design. Just some sections. The bottom one showing how the lower garage access works. These diagrams show that – the lower diagram elevation shows the mechanical vent from the lower garage which is that tall spire with the egress stair and then that’s all metal panel facing the office building and this is what it would look like. What we’ve done here is if you look at the lower elevation of the office building on both sides, they have a very geometric square with the large punch out in it and its metal panel on the right side and its stone on the left side. What we’ve done on the garage facing the office building is mimic that same architectural move so that they can coordinate very well together so that’s all white metal panels just like the office building. Then we’ve come on the exhaust shaft with a similar element with the wood – simulated wood soffit coming over. Just like what appears on the office building. The white panel actually extends on the edges all the way around the edges of the slab and then we’ve come in with some cable rails so that we increase the light and safety of the garage which was another comment. Moving on to – oh, this just shows a diagram of how the pathways work around the garage. We’ve coming in with special paving that’s consistent with the rest of the special paving around – that’s at the front of El Camino so that shows how pedestrians get there. Again, this is a similar – this is the same view inside the court yard showing the limestone lower planter coordinating with the limestone piers on the office building and then you see the garage structure above. Moving onto the residential and the privacy issue. This diagram shows that there’s actually a layer of trees that’s being proposed – actually, they are being planted right now, on that housing site. It’s a row of red maples and then in addition, on our property, we’ve got a number of either existing Chinese elms – the existing Chinese elm and new trees on top of the garage. I did forget to mention that we got rid of the Chinese elms along El Camino, thankfully, so that’s going to avoid a huge liability issue. Sorry for forgetting to mentioning that in the beginning. We’re actually planting a brand-new tree right in the soil. It won’t be in a planter so it’s going to grow very well. The left plan shows the first floor – I just want to remind everybody that there’s no housing on the first floor. It’s all amenity spaces. The diagram on the right shows that there are 4 unites; there are 3 two bedrooms and there’s 1 three bedrooms but you can see the row of red maples that are being installed now. Then we have the elm in the lower left corner of our site and then we have the new trees being planted along our property. It’s really a layered system. In section, it’s 86-feet between the units. What helps – also helps out is the fact that we do have some decks on this left side so it actually obscures the view from inside the building and we’re we have – we either have solid rails, opaque on the second and fourth floor and then were we have glass rails, we’re actually going to frost that so that you can’t see through it. This is a view that you can see the white portion on the right. Really small windows that go into a hallway of those 2-3 bedroom units. Then you can see actually, the balconies have very small windows so those windows look like that little slot window from the interior – the one in the middle with the fan. We’re not talking about incredibly large windows here. They all have shades just like our office building is going to have shades but that kind of depicts what those are and those are the heights of the window heads. This is just a very reasonable 6-year view of what that will look like from the office building. We have the existing Chinese elm that is right now at 60-70-feet. We’ve got the red maples, which will conceal the entire second floor up to the head of those windows. As you can see, only after 6-years, we just have really, three units plus the fourth unit with a very small window on the right. At the end of 10-years, those maples actually, with the red spires and the Hungarian Oak will conceal all the windows. We feel pretty comfortable that this whole privacy issue is resolved and that we’ve got plenty of planting – we’ve got blinds in our office building and we’ve actually have got a letter from the developer of the housing, indicating that their very comfortable with the situation. That’s it. If anybody has any questions? Chair Lew: Thank you. I will open up the hearing to the public. I don’t have any cards so I will close the public hearing and move onto Board Member questions. Any questions? Why don’t we do comments? Kyu? Vice Chair Kim: Thank you for coming back. Thank you for addressing – a thorough address of our comments from the last round. I just want to touch on a couple of the points that you’ve replied too. I think the added details and the revisions of the parking deck behind the building are much better than City of Palo Alto Page 20 what we’ve been shown before. I do still – I think the turning diagrams work from a navigation standpoint but I still that it seems to me that there are at least 3 or 4 parking spots that would be terribly difficult to actually pull into when I’m looking at this diagram. I don’t know if there’s maybe an opportunity to remove those from the parking deck and either add them to the ground floor or what we can do to accommodate those spots but that’s something that I found on the parking. Then my only other comment was really – I think I made a comment about the locker rooms and the privacy and the amenity space. My comment was actually more towards views as your walking to the men’s or the women’s locker room, that when the door is open, that you may have a privacy issue potentially as you’re walking by so that was my concern. It wasn’t necessarily that going to the lockers was the privacy. I do have a quick question on the lockers, it looks like there are some rectangles in the spaces that I couldn’t understand what they were necessary. I’m looking at sheet A-2.1. There … Chair Lew: Can I chime in for a second? We don’t have purview over the inside of the buildings but I think if… Vice Chair Kim: But those… Chair Lew: … you just want to know the answer, I think that’s fine to ask the question. Mr. Chang: Those rectangles, those are lockers. The small ones? Vice Chair Kim: The longer rectangles like in front of the sinks? Are those benches? Mr. Chang: Oh, those are benches, yeah. Vice Chair Kim: Actually, in the plan that we received. One of the benches is much too close to the sink but I understand that is not our purview, it’s just a comment that I had. From an overall standpoint, I think the revisions have addressed the overall arching concerns that we’ve or that I’ve had at least and I would be more than comfortable recommending approval of the project and I thank you for sticking with the process. Again, addressing the comments as thoroughly as you have. Thank you. Mr. Chang: Thanks. Chair Lew: Robert. Board Member Gooyer: I was very impressed. I think you answered all the questions that I had so I am fine with it the way it is. Chair Lew: Wynne. Board Member Furth: I agree. I really appreciate the care and thoroughness in which you addressed our concerns. I am willing to except the analysis by both you and your neighbors that you’ve got great privacy and not only great privacy but addressing treatments and landscaping and whatnot, but that you’re going to create a very nice, green outlook for people in both buildings. I will say you raised another question for me which is not significant but just – I see the statement that you have been revised to native Palo Alto plantings as reflected on sheet L-2.1 and that 5 out of the first 7 are not. I presume that’s because those are a tree for which you don’t think there are reasonable local substitutes or we’ve decided already that our traditional local trees are not going to survive in a warming climate but I just note that as something that confused me a bit. I think you’ve addressed my concerns. Mr. Chang: Thank you. Chair Lew: Thank you for addressing all of our comments. I think you guys did more than I was anticipating. I think – thank you very much for that. I just wanted to follow up on Wynne’s comment about the trees. I think I do appreciate all the new native plants that have been added to the plant list. I City of Palo Alto Page 21 think those all look good. There are non-native oak trees but those are still considered beneficial because they are producing acorns Board Member Furth: I’m not arguing that they aren’t beneficial. I’m just saying it doesn’t match the description in the letter. I’m just reading the text. Chair Lew: I know and then I would just say that the – it seems like, from what I can tell – I think the Landscape Architect is here who can maybe answer it but it seems like they have been selecting oak trees that are more vertical proportioned than some of our native ones that have a wider canopy. I don’t know. Paul, if you – I don’t think we need to delve into that too much. I can support the project. I think I do agree with Board Member – Kyu’s comment about the parking. Some of the parking in the above grade deck don’t – they seem to be difficult to access. I would say it seems like you do have more parking than what is required so I don’t – now? No? I thought you added – I was looking at the tables… Mr. Chang: We’re right at the limit and we discussed the maneuvering with [Watchery] and they are very comfortable and I can get them to write you a letter that because this garage is not handling that many cars. They are very comfortable with a 2-point move to get into some of those that are some of the first spots. Chair Lew: Yeah. Is it – I think maybe – it’s just that maybe we would have the Staff double check it. I think another option would be to back into those spaces. I see that – I’ve seen that in other garages. It’s not common but in a low trafficked garage, that’s not a big deal. We’re only talking about a couple… Mr. Chang: Right. Chair Lew: … we’re only talking about a couple spaces. That’s where – I’m good with the project and then I think I have some comments on findings. I think for Staff – we’re going to the findings on page 38 of the packet. Under finding #3 which is about aesthetics. I think the very first part of the paragraph is talking about the lockers and the showers and the bicycle parking standards and I think that goes into another – into a different finding. It would go into either 4 or 2. Board Member Furth: (Inaudible) Chair Lew: Yeah. Then under – so that’s one comment. Then the second comment is on page 39 about the landscape and we have our new regional indigenous finding for plants, is that I would add that the revised Landscape Plan has over a dozen California – locally native California plants and there are non-native plants that are producing – yeah, that are beneficial; they are producing acorns. Then there are also native places that are producing berries which are also desirable for birds and other wildlife. That’s all that I have. Do we have a motion? MOTION Board Member Furth: I move approval based on the findings and conditions proposed by Staff after illuminating the first three sentences in finding #3, which don’t pertain to that finding. Board Member Gooyer: I’ll second. Chair Lew: All in favor? Chair Lew, Vice Chair Kim, Board Member Furth, Board Member Gooyer: Aye. Chair Lew: Opposed? None. Congratulations. It’s been a long road. You’ve been in process for over 2 or 3 years. MOTION PASSED 4-0 WITH ONE BOARD MEMBER ABSENT City of Palo Alto Page 22 Mr. Chang: Thank you very much. Chair Lew: Thank you very much. Approval of Minutes: Chair Lew: We don’t have any minutes or subcommittee items. I think we are adjourned. Thank you. Subcommittee Item Board Member Questions, Comments, Announcements Adjournment