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HomeMy WebLinkAbout2023-07-26 Planning & transportation commission Agenda PacketPLANNING AND TRANSPORTATION COMMISSION Regular Meeting Wednesday, July 26, 2023 Council Chambers & Hybrid 6:00 PM Pursuant to AB 361 Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference/video conference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person. Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org. Commissioner names, biographies, and archived agendas and minutes are available at http://bit.ly/PaloAltoPTC.  VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/91641559499) Meeting ID: 916 4155 9499    Phone: 1(669)900‐6833 PUBLIC COMMENTS Public comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to Planning.Commission@CityofPaloAlto.org and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your subject line. 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. The Chair may limit Public Comments to thirty (30) minutes for all combined speakers. The Chair may reduce the allowed time to speak for Study Sessions and Action Items to two (2) minutes or less to accommodate a larger number of speakers. PowerPoints, videos, or other media to be presented during public comment are accepted only by email to Planning.Commission@CityofPaloAlto.org at least 24 hours prior to the meeting. Once received, the  Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted. TIME ESTIMATES Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public. CALL TO ORDER/ ROLL CALL PUBLIC COMMENT  Members of the public may speak to any item NOT on the agenda. Three (3) minutes per speaker. AGENDA CHANGES, ADDITIONS AND DELETIONS The Chair or Board majority may modify the agenda order to improve meeting management. CITY OFFICIAL REPORTS 1.Director's Report, Meeting Schedule and Assignments ACTION ITEMS Public Comment is Permitted. Applicants/Appellant Teams: Fifteen (15) minutes, plus three (3) minutes rebuttal. All others: Five (5) minutes per speaker. 2.3200 Park Boulevard/340 Portage [22PLN‐00287 and 22PLN‐00288]: Recommendation on Applicant’s Request for Approval of a Development Agreement, Comprehensive Plan Amendment, Rezoning to Planned Community Zones, and a Vesting Tentative Map with Exceptions to the Private Street Width to Allow Redevelopment of a 14.65‐acre site at 200‐404 Portage Avenue, 3040‐3250 Park Boulevard, 3201‐3225 Ash Street and 278 Lambert. Environmental Assessment: A Draft EIR for the 200 Portage Townhome Development Project was Circulated September 16, 2022 through November 15, 2022; the Final EIR was Made Available for Public Review on May 15, 2023. A Revised Final EIR was Made Available for Public Review on June 2, 2023. The Proposed Development Agreement and Associated Actions is Evaluated as Alternative 3 in the Draft EIR. Zoning District: RM‐30 (Multi‐Family Residential) and GM (General Manufacturing). For More Information Contact the Project Planner, Claire Raybould at Claire.Raybould@Cityofpaloalto.org.      6:10 PM – 10 PM 3.LEGISLATIVE: Recommendation to City Council Regarding Proposed Amendments to Palo Alto Municipal Code (PAMC) Title 18 (Zoning) and Title 9 (Public Peace, Morals and Safety), Chapter 9.10 (Noise) to Facilitate the Installation of Electrification Equipment for Non‐ADU Residential Development Item Postponed to August 9 APPROVAL OF MINUTES 4.Approval of Planning & Transportation Commission Draft Verbatim & Summary Minutes of June 28, 2023 COMMISSIONER QUESTIONS, COMMENTS, ANNOUNCEMENTS OR FUTURE MEETINGS AND AGENDAS Members of the public may not speak to the item(s). ADJOURNMENT PUBLIC COMMENT INSTRUCTIONS Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments  m a y   b e   s u b m i t t e d   b y   e m a i l   t o planning.commission@cityofpaloalto.org. 2. Spoken public comments using a computer will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐ based meeting. Please read the following instructions carefully. You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments. 3. Spoken public comments using a smart phone will be accepted  through the teleconference meeting. To address the Council, download the Zoom application onto your phone from the Apple App Store or Google Play Store and enter the Meeting ID below. Please follow the instructions B‐E above. 4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. CLICK HERE TO JOIN    Meeting ID: 916 4155 9499   Phone:1‐669‐900‐6833  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. PLANNING AND TRANSPORTATION COMMISSIONRegular MeetingWednesday, July 26, 2023Council Chambers & Hybrid6:00 PMPursuant to AB 361 Palo Alto City Council meetings will be held as “hybrid” meetings with theoption to attend by teleconference/video conference or in person. To maximize public safetywhile still maintaining transparency and public access, members of the public can choose toparticipate from home or attend in person. Information on how the public may observe andparticipate in the meeting is located at the end of the agenda. Masks are strongly encouraged ifattending in person. The meeting will be broadcast on Cable TV Channel 26, live onYouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen MediaCenter https://midpenmedia.org. Commissioner names, biographies, and archived agendas andminutes are available at http://bit.ly/PaloAltoPTC. VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/91641559499)Meeting ID: 916 4155 9499    Phone: 1(669)900‐6833PUBLIC COMMENTSPublic comments will be accepted both in person and via Zoom for up to three minutes or anamount of time determined by the Chair. All requests to speak will be taken until 5 minutesafter the staff’s presentation. Written public comments can be submitted in advance toPlanning.Commission@CityofPaloAlto.org and will be provided to the Council and available forinspection on the City’s website. Please clearly indicate which agenda item you are referencingin your subject line.Spokespersons that are representing a group of five or more people who are identified aspresent at the meeting at the time of the spokesperson's presentation will be allowed up tofifteen (15) minutes at the discretion of the Chair, provided that the non‐speaking membersagree not to speak individually. The Chair may limit Public Comments to thirty (30) minutes forall combined speakers. The Chair may reduce the allowed time to speak for Study Sessions andAction Items to two (2) minutes or less to accommodate a larger number of speakers.PowerPoints, videos, or other media to be presented during public comment are accepted onlyby email to Planning.Commission@CityofPaloAlto.org at least 24 hours prior to the meeting.Once received, the  Clerk will have them shared at public comment for the specified item. Touphold strong cybersecurity management practices, USB’s or other physical electronic storagedevices are not accepted.TIME ESTIMATES Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public. CALL TO ORDER/ ROLL CALL PUBLIC COMMENT  Members of the public may speak to any item NOT on the agenda. Three (3) minutes per speaker. AGENDA CHANGES, ADDITIONS AND DELETIONS The Chair or Board majority may modify the agenda order to improve meeting management. CITY OFFICIAL REPORTS 1.Director's Report, Meeting Schedule and Assignments ACTION ITEMS Public Comment is Permitted. Applicants/Appellant Teams: Fifteen (15) minutes, plus three (3) minutes rebuttal. All others: Five (5) minutes per speaker. 2.3200 Park Boulevard/340 Portage [22PLN‐00287 and 22PLN‐00288]: Recommendation on Applicant’s Request for Approval of a Development Agreement, Comprehensive Plan Amendment, Rezoning to Planned Community Zones, and a Vesting Tentative Map with Exceptions to the Private Street Width to Allow Redevelopment of a 14.65‐acre site at 200‐404 Portage Avenue, 3040‐3250 Park Boulevard, 3201‐3225 Ash Street and 278 Lambert. Environmental Assessment: A Draft EIR for the 200 Portage Townhome Development Project was Circulated September 16, 2022 through November 15, 2022; the Final EIR was Made Available for Public Review on May 15, 2023. A Revised Final EIR was Made Available for Public Review on June 2, 2023. The Proposed Development Agreement and Associated Actions is Evaluated as Alternative 3 in the Draft EIR. Zoning District: RM‐30 (Multi‐Family Residential) and GM (General Manufacturing). For More Information Contact the Project Planner, Claire Raybould at Claire.Raybould@Cityofpaloalto.org.      6:10 PM – 10 PM 3.LEGISLATIVE: Recommendation to City Council Regarding Proposed Amendments to Palo Alto Municipal Code (PAMC) Title 18 (Zoning) and Title 9 (Public Peace, Morals and Safety), Chapter 9.10 (Noise) to Facilitate the Installation of Electrification Equipment for Non‐ADU Residential Development Item Postponed to August 9 APPROVAL OF MINUTES 4.Approval of Planning & Transportation Commission Draft Verbatim & Summary Minutes of June 28, 2023 COMMISSIONER QUESTIONS, COMMENTS, ANNOUNCEMENTS OR FUTURE MEETINGS AND AGENDAS Members of the public may not speak to the item(s). ADJOURNMENT PUBLIC COMMENT INSTRUCTIONS Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments  m a y   b e   s u b m i t t e d   b y   e m a i l   t o planning.commission@cityofpaloalto.org. 2. Spoken public comments using a computer will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐ based meeting. Please read the following instructions carefully. You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments. 3. Spoken public comments using a smart phone will be accepted  through the teleconference meeting. To address the Council, download the Zoom application onto your phone from the Apple App Store or Google Play Store and enter the Meeting ID below. Please follow the instructions B‐E above. 4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. CLICK HERE TO JOIN    Meeting ID: 916 4155 9499   Phone:1‐669‐900‐6833  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. PLANNING AND TRANSPORTATION COMMISSIONRegular MeetingWednesday, July 26, 2023Council Chambers & Hybrid6:00 PMPursuant to AB 361 Palo Alto City Council meetings will be held as “hybrid” meetings with theoption to attend by teleconference/video conference or in person. To maximize public safetywhile still maintaining transparency and public access, members of the public can choose toparticipate from home or attend in person. Information on how the public may observe andparticipate in the meeting is located at the end of the agenda. Masks are strongly encouraged ifattending in person. The meeting will be broadcast on Cable TV Channel 26, live onYouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen MediaCenter https://midpenmedia.org. Commissioner names, biographies, and archived agendas andminutes are available at http://bit.ly/PaloAltoPTC. VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/91641559499)Meeting ID: 916 4155 9499    Phone: 1(669)900‐6833PUBLIC COMMENTSPublic comments will be accepted both in person and via Zoom for up to three minutes or anamount of time determined by the Chair. All requests to speak will be taken until 5 minutesafter the staff’s presentation. Written public comments can be submitted in advance toPlanning.Commission@CityofPaloAlto.org and will be provided to the Council and available forinspection on the City’s website. Please clearly indicate which agenda item you are referencingin your subject line.Spokespersons that are representing a group of five or more people who are identified aspresent at the meeting at the time of the spokesperson's presentation will be allowed up tofifteen (15) minutes at the discretion of the Chair, provided that the non‐speaking membersagree not to speak individually. The Chair may limit Public Comments to thirty (30) minutes forall combined speakers. The Chair may reduce the allowed time to speak for Study Sessions andAction Items to two (2) minutes or less to accommodate a larger number of speakers.PowerPoints, videos, or other media to be presented during public comment are accepted onlyby email to Planning.Commission@CityofPaloAlto.org at least 24 hours prior to the meeting.Once received, the  Clerk will have them shared at public comment for the specified item. Touphold strong cybersecurity management practices, USB’s or other physical electronic storagedevices are not accepted.TIME ESTIMATESListed times are estimates only and are subject to change at any time, including while themeeting is in progress. The Council reserves the right to use more or less time on any item, tochange the order of items and/or to continue items to another meeting. Particular items may beheard before or after the time estimated on the agenda. This may occur in order to best managethe time at a meeting or to adapt to the participation of the public.CALL TO ORDER/ ROLL CALLPUBLIC COMMENT Members of the public may speak to any item NOT on the agenda. Three (3) minutes per speaker.AGENDA CHANGES, ADDITIONS AND DELETIONSThe Chair or Board majority may modify the agenda order to improve meeting management.CITY OFFICIAL REPORTS1.Director's Report, Meeting Schedule and AssignmentsACTION ITEMSPublic Comment is Permitted. Applicants/Appellant Teams: Fifteen (15) minutes, plus three (3) minutes rebuttal. All others:Five (5) minutes per speaker.2.3200 Park Boulevard/340 Portage [22PLN‐00287 and 22PLN‐00288]: Recommendation onApplicant’s Request for Approval of a Development Agreement, Comprehensive PlanAmendment, Rezoning to Planned Community Zones, and a Vesting Tentative Map withExceptions to the Private Street Width to Allow Redevelopment of a 14.65‐acre site at200‐404 Portage Avenue, 3040‐3250 Park Boulevard, 3201‐3225 Ash Street and 278Lambert. Environmental Assessment: A Draft EIR for the 200 Portage TownhomeDevelopment Project was Circulated September 16, 2022 through November 15, 2022;the Final EIR was Made Available for Public Review on May 15, 2023. A Revised Final EIRwas Made Available for Public Review on June 2, 2023. The Proposed DevelopmentAgreement and Associated Actions is Evaluated as Alternative 3 in the Draft EIR. ZoningDistrict: RM‐30 (Multi‐Family Residential) and GM (General Manufacturing). For MoreInformation Contact the Project Planner, Claire Raybould atClaire.Raybould@Cityofpaloalto.org.      6:10 PM – 10 PM3.LEGISLATIVE: Recommendation to City Council Regarding Proposed Amendments to PaloAlto Municipal Code (PAMC) Title 18 (Zoning) and Title 9 (Public Peace, Morals andSafety), Chapter 9.10 (Noise) to Facilitate the Installation of Electrification Equipment forNon‐ADU Residential DevelopmentItem Postponed to August 9APPROVAL OF MINUTES 4.Approval of Planning & Transportation Commission Draft Verbatim & Summary Minutes of June 28, 2023 COMMISSIONER QUESTIONS, COMMENTS, ANNOUNCEMENTS OR FUTURE MEETINGS AND AGENDAS Members of the public may not speak to the item(s). ADJOURNMENT PUBLIC COMMENT INSTRUCTIONS Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments  m a y   b e   s u b m i t t e d   b y   e m a i l   t o planning.commission@cityofpaloalto.org. 2. Spoken public comments using a computer will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐ based meeting. Please read the following instructions carefully. You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments. 3. Spoken public comments using a smart phone will be accepted  through the teleconference meeting. To address the Council, download the Zoom application onto your phone from the Apple App Store or Google Play Store and enter the Meeting ID below. Please follow the instructions B‐E above. 4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. CLICK HERE TO JOIN    Meeting ID: 916 4155 9499   Phone:1‐669‐900‐6833  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. PLANNING AND TRANSPORTATION COMMISSIONRegular MeetingWednesday, July 26, 2023Council Chambers & Hybrid6:00 PMPursuant to AB 361 Palo Alto City Council meetings will be held as “hybrid” meetings with theoption to attend by teleconference/video conference or in person. To maximize public safetywhile still maintaining transparency and public access, members of the public can choose toparticipate from home or attend in person. Information on how the public may observe andparticipate in the meeting is located at the end of the agenda. Masks are strongly encouraged ifattending in person. The meeting will be broadcast on Cable TV Channel 26, live onYouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen MediaCenter https://midpenmedia.org. Commissioner names, biographies, and archived agendas andminutes are available at http://bit.ly/PaloAltoPTC. VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/91641559499)Meeting ID: 916 4155 9499    Phone: 1(669)900‐6833PUBLIC COMMENTSPublic comments will be accepted both in person and via Zoom for up to three minutes or anamount of time determined by the Chair. All requests to speak will be taken until 5 minutesafter the staff’s presentation. Written public comments can be submitted in advance toPlanning.Commission@CityofPaloAlto.org and will be provided to the Council and available forinspection on the City’s website. Please clearly indicate which agenda item you are referencingin your subject line.Spokespersons that are representing a group of five or more people who are identified aspresent at the meeting at the time of the spokesperson's presentation will be allowed up tofifteen (15) minutes at the discretion of the Chair, provided that the non‐speaking membersagree not to speak individually. The Chair may limit Public Comments to thirty (30) minutes forall combined speakers. The Chair may reduce the allowed time to speak for Study Sessions andAction Items to two (2) minutes or less to accommodate a larger number of speakers.PowerPoints, videos, or other media to be presented during public comment are accepted onlyby email to Planning.Commission@CityofPaloAlto.org at least 24 hours prior to the meeting.Once received, the  Clerk will have them shared at public comment for the specified item. Touphold strong cybersecurity management practices, USB’s or other physical electronic storagedevices are not accepted.TIME ESTIMATESListed times are estimates only and are subject to change at any time, including while themeeting is in progress. The Council reserves the right to use more or less time on any item, tochange the order of items and/or to continue items to another meeting. Particular items may beheard before or after the time estimated on the agenda. This may occur in order to best managethe time at a meeting or to adapt to the participation of the public.CALL TO ORDER/ ROLL CALLPUBLIC COMMENT Members of the public may speak to any item NOT on the agenda. Three (3) minutes per speaker.AGENDA CHANGES, ADDITIONS AND DELETIONSThe Chair or Board majority may modify the agenda order to improve meeting management.CITY OFFICIAL REPORTS1.Director's Report, Meeting Schedule and AssignmentsACTION ITEMSPublic Comment is Permitted. Applicants/Appellant Teams: Fifteen (15) minutes, plus three (3) minutes rebuttal. All others:Five (5) minutes per speaker.2.3200 Park Boulevard/340 Portage [22PLN‐00287 and 22PLN‐00288]: Recommendation onApplicant’s Request for Approval of a Development Agreement, Comprehensive PlanAmendment, Rezoning to Planned Community Zones, and a Vesting Tentative Map withExceptions to the Private Street Width to Allow Redevelopment of a 14.65‐acre site at200‐404 Portage Avenue, 3040‐3250 Park Boulevard, 3201‐3225 Ash Street and 278Lambert. Environmental Assessment: A Draft EIR for the 200 Portage TownhomeDevelopment Project was Circulated September 16, 2022 through November 15, 2022;the Final EIR was Made Available for Public Review on May 15, 2023. A Revised Final EIRwas Made Available for Public Review on June 2, 2023. The Proposed DevelopmentAgreement and Associated Actions is Evaluated as Alternative 3 in the Draft EIR. ZoningDistrict: RM‐30 (Multi‐Family Residential) and GM (General Manufacturing). For MoreInformation Contact the Project Planner, Claire Raybould atClaire.Raybould@Cityofpaloalto.org.      6:10 PM – 10 PM3.LEGISLATIVE: Recommendation to City Council Regarding Proposed Amendments to PaloAlto Municipal Code (PAMC) Title 18 (Zoning) and Title 9 (Public Peace, Morals andSafety), Chapter 9.10 (Noise) to Facilitate the Installation of Electrification Equipment forNon‐ADU Residential DevelopmentItem Postponed to August 9APPROVAL OF MINUTES4.Approval of Planning & Transportation Commission Draft Verbatim & Summary Minutesof June 28, 2023COMMISSIONER QUESTIONS, COMMENTS, ANNOUNCEMENTS OR FUTURE MEETINGS ANDAGENDAS Members of the public may not speak to the item(s). ADJOURNMENT PUBLIC COMMENT INSTRUCTIONS Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1. Written public comments  m a y   b e   s u b m i t t e d   b y   e m a i l   t o planning.commission@cityofpaloalto.org. 2. Spoken public comments using a computer will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐ based meeting. Please read the following instructions carefully. You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments. 3. Spoken public comments using a smart phone will be accepted  through the teleconference meeting. To address the Council, download the Zoom application onto your phone from the Apple App Store or Google Play Store and enter the Meeting ID below. Please follow the instructions B‐E above. 4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. CLICK HERE TO JOIN    Meeting ID: 916 4155 9499   Phone:1‐669‐900‐6833  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. Item No. 1. Page 1 of 2 Planning & Transportation Commission Staff Report From: Jonathan Lait, Planning and Development Services Director Lead Department: Planning and Development Services Meeting Date: July 26, 2023 Report #: 2307-1758 TITLE Director's Report, Meeting Schedule and Assignments RECOMMENDATION Staff recommends that the Planning and Transportation Commission (PTC) review and comment as appropriate. BACKGROUND This document includes the following items: •PTC Meeting Schedule •PTC Representative to City Council (Rotational Assignments •Upcoming PTC Agenda Items Commissioners are encouraged to contact Veronica Dao (Veronica.Dao@CityofPaloAlto.org) to notify staff of any planned absences one month in advance, if possible, to ensure the availability of a PTC quorum. PTC Representative to City Council is a rotational assignment where the designated commissioner represents the PTC’s affirmative and dissenting perspectives to Council for quasijudicial and legislative matters. Representatives are encouraged to review the City Council agendas (https://www.cityofpaloalto.org/City-Hall/City-Council/Council-Agendas-Minutes) for the months of their respective assignments to verify if attendance is needed or contact staff. Prior PTC meetings are available online at https://midpenmedia.org/category/government/cityofpaloalto/boardsandcommissions/planni ng-and-transportation-commission. UPCOMING PTC MEETINGS August 9: Item 1 Staff Report     Packet Pg. 5     Item No. 1. Page 2 of 2 •Legislative: 702 Ellsworth Place: Planned Community Ordinance for the development of one single-family residence following demonstration of the Ellsworth Place sight triangle and proposed structures near Middlefield Road, with Adjustments to the Amended PC (PC 2343) Ordinance Road per PTC Recommendations on July 12, 2023 •575 Los Trancos Road (21-PLN-00196): Request for Site and Design Review for 7110 sf Single Family Residence with an 895 sf ADU and site improvements including a swimming pool on a 5.38 Acre site within the Open Space Zone District. •Legislative: Recommendation to City Council Regarding Proposed Amendments to Palo Alto Municipal Code (PAMC) Title 18 (Zoning) and Title 9 (Public Peace, Morals and Safety), Chapter 9.10 (Noise) to Facilitate the Installation of Electrification Equipment for Non-ADU Residential Development August 30 (Tentative): •Palo Alto Municipal Code Title 18 Updates - o State Law Implementation Ordinance and Other Amendments to Title 18 including PAMC 18.54 (minor changes in bicycle parking regulations). o Implementation of Housing Element Programs 1.1 and 1.2 ATTACHMENTS Attachment A: 2023 Meeting Schedule and Assignments AUTHOR/TITLE: Amy French, Chief Planning Official Item 1 Staff Report     Packet Pg. 6     Planning & Transportation Commission 2023 Meeting Schedule & Assignments 2023 Schedule Meeting Dates Time Location Status Planned Absences 1/11/2023 6:00 PM Hybrid Cancelled 1/25/2023 6:00 PM Hybrid Cancelled 2/08/2023 6:00 PM Hybrid Regular 2/22/2023 6:00 PM Hybrid Regular 3/08/2023 6:00 PM Hybrid Regular 3/29/2023 6:00 PM Hybrid Regular 4/12/2023 6:00 PM Hybrid Cancelled Bryna Chang 4/26/2023 6:00 PM Hybrid Regular Bart Hechtman 5/08/2023 6:00 PM Hybrid Joint Session w/ Council 5/10/2023 6:00 PM Hybrid Regular 5/31/2023 6:00 PM Hybrid Regular 6/14/2023 6:00 PM Hybrid Regular Bart Hechtman 6/28/2023 6:00 PM Hybrid Regular Bryna Chang 7/12/2023 6:00 PM Hybrid Regular Bart Hechtman 7/26/2023 6:00 PM Hybrid Regular George Lu 8/09/2023 6:00 PM Hybrid Regular 8/30/2023 6:00 PM Hybrid Regular 9/13/2023 6:00 PM Hybrid Regular 9/27/2023 6:00 PM Hybrid Regular 10/11/2023 6:00 PM Hybrid Regular 10/25/2023 6:00 PM Hybrid Regular 11/08/2023 6:00 PM Hybrid Regular 11/29/2023 6:00 PM Hybrid Regular 12/13/2023 6:00 PM Hybrid Regular 12/27/2023 6:00 PM Hybrid Cancelled 2023 Assignments - Council Representation (primary/backup) January February March April May June Cari Templeton Giselle Roohparvar Giselle Roohparvar Keith Reckdahl Bart Hechtman Doria Summa Doria Summa Bryna Chang Bryna Chang Keith Reckdahl Keith Reckdahl Bart Hechtman July August September October November December Cari Templeton Allen Akin Bart Hechtman George Lu Doria Summa Keith Reckdahl Bryna Chang Cari Templeton Allen Akin Bart Hechtman George Lu Doria Summa Item 1 PTC 2023 Schedule & Assignments     Packet Pg. 7     Item No. 2. Page 1 of 20 Planning & Transportation Commission Staff Report From: Jonathan Lait, Planning and Development Services Director Lead Department: Planning and Development Services Meeting Date: July 12, 2023 Report #: 2306-1670 TITLE 3200 Park Boulevard/340 Portage [22PLN-00287 and 22PLN-00288]: Recommendation on Applicant’s Request for Approval of a Development Agreement, Comprehensive Plan Amendment, Rezoning to Planned Community Zones, and a Vesting Tentative Map with Exceptions to the Private Street Width to Allow Redevelopment of a 14.65-acre site at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street and 278 Lambert. Environmental Assessment: A Draft EIR for the 200 Portage Townhome Development Project was Circulated September 16, 2022 through November 15, 2022; the Final EIR was Made Available for Public Review on May 15, 2023. A Revised Final EIR was Made Available for Public Review on June 2, 2023. The Proposed Development Agreement and Associated Actions is Evaluated as Alternative 3 in the Draft EIR. Zoning District: RM-30 (Multi-Family Residential) and GM (General Manufacturing). For More Information Contact the Project Planner, Claire Raybould at Claire.Raybould@Cityofpaloalto.org. RECOMMENDATION Staff recommends the Planning and Transportation Commission (PTC) take the following action(s): 1. Consider the Environmental Impact Report (EIR) and EIR Mitigation Measures in Attachment M. 2. Recommend that Council approve: •The Development Agreement in Attachment B; •The Resolution amending the Comprehensive Plan and Comprehensive Plan Land Use Map in Attachment C; •The Ordinances amending the zone districts from RM-30, General Manufacturing, Commercial Services, and Single-family Residential to Planned Community Zone Districts in Attachment D; and •The Record of Land Use Action in Attachment E, including the findings for Architectural Review and for a Vesting Tentative Map with exceptions and Conditions of Approval of the proposed project. Item 2 Staff Report     Packet Pg. 8     Item No. 2. Page 2 of 20 EXECUTIVE SUMMARY In Fall 2022, the Sobrato Organization, LLC (Sobrato) submitted a development application requesting a development agreement, rezoning, vesting tentative map, and architectural review. The project is the redevelopment of the 14.65-acre site at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street and 278 Lambert. The project site is within the boundary of the proposed North Ventura Coordinated Area Plan (NVCAP). The project includes: •the partial demolition of a commercial building (formerly Bayside Cannery) deemed eligible for the California Register of Historical Resources and retrofit of the remaining portion of the building (340-404 Portage) to retain key historic features •the construction of (74) new townhome condominiums replacing approximately 84,000 square feet (sf) of the historic cannery building at 200-404 Portage Avenue •the retention of existing research and development (R&D) uses in the remaining portion of the former cannery building •the demolition of a building containing commercial recreation use at 3040 Park •the construction of a two-level parking garage •the dedication of approximately 3.25 acres of land to the City for future affordable housing and parkland uses •the retention of office use in the existing building at 3201-3225 Ash Street •the conversion of automotive use at 3250 Park Boulevard to R&D use •a Comprehensive Plan amendment and subdivision map with exceptions (which staff determined were necessary during the course of reviewing the application). This report includes responses to key PTC comments made during the November 30, 2023 hearing as well as comments from the previous PTC study sessions to the extent those were not previously addressed. The project plans in Attachment M and Development Agreement in Attachment B have been revised since the PTC last reviewed them to reflect feedback from staff, the Historic Resources Board (HRB), the Architectural Review Board (ARB), and the PTC. The Development Program Statement (Project description) is included in Attachment L. PROJECT DESCRIPTION The project consists of a Development Agreement between the Sobrato Organization and the City, rezoning of the resulting parcels to Planned Community Zone District, a Comprehensive Plan land use map and text amendment, and a vesting tentative map with exceptions. The project would allow for the redevelopment of 14.65 acres located at 200-404 Portage Avenue, 3040- 3250 Park Boulevard, 3201-3225 Ash Street & 278 Lambert Avenue, as shown in the Location Map in Attachment A. The project includes partial demolition (84,000 sf) of the former Bayside Canning Company building (a portion of which was more recently occupied by Fry’s Electronics). The existing building is eligible for listing on the California Register of Historical Resources (CRHR). The Development Agreement also includes: •Development of 74 market-rate townhomes in place of the removed portion Item 2 Staff Report     Packet Pg. 9     Item No. 2. Page 3 of 20 •Retrofit and remodel of the remaining portions of the former cannery building, retaining the same approximate floor area of existing R&D uses in the building and, establishing a new retail tenant space with outdoor seating area •Construction of a parking garage behind the cannery •Merger and re-subdivision of the property into five parcels (remaining cannery, townhomes, Ash Building, Audi Building, and Below Market Rate (BMR)/parkland dedication parcel) •Dedication of a ~3.25-acre BMR/parkland dedication parcel (including relocation of an existing above-ground powerline) •Retention of the existing office uses of the Ash Building (no building modifications) •Conversion of the Audi Building from existing automotive uses to R&D use (no building modifications) •A ten-year term during which the City may not modify the zoning or approved uses Attachment A includes a location map and Attachment L includes the Development Program Statement. Attachment M includes links to the project plans (Development Plan) and the Final EIR. The draft Development Agreement is included in Attachment B. BACKGROUND On October 25, 2021, the City Council established an ad hoc committee (Committee) consisting of then Vice Mayor Kou and Councilmember DuBois) to negotiate with Sobrato on potential terms to guide future development at Sobrato’s 14.65-acre property. The City Council report from August 1, 2022 summarizes the history and discussion that preceded the Committee’s formation.1 A Council study session on the results of that negotiation also served as the prescreening meeting required for a proposed Development Agreement and legislative changes, including Planned Community rezoning and a Comprehensive Plan amendment, in accordance with PAMC Chapter 18.79. On September 16, 2022, the City released the Draft EIR for the 200 Portage Townhome Project. The Draft EIR evaluated alternatives in accordance with the requirements of the California Environmental Quality Act. Alternative 3 in the Draft EIR evaluates the proposed Development Agreement project. On October 12, 2022, and continued to October 26, 2022, the PTC held study sessions to allow for public comments at public meetings during the Draft EIR comment period.2,3 The Draft EIR comment period was extended to a 60-day comment period, which 1 August 1, 2022, Council report (CMR#14548): https://www.cityofpaloalto.org/Departments/City-Clerk/Citys- Meeting-Agendas/Meeting-Agendas-and-Minutes 2 October 12, 2022 Planning and Transportation Commission Staff Report (#ID 14779): https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/planning-and- transportation-commission/2022/ptc-10.12.2022-sobrato.pdf 3 October 26, 2022 Planning and Transportation Commission Staff Report (ID# 14877): https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/planning-and- transportation-commission/2022/ptc-10.26.2022-sobrato.pdf Item 2 Staff Report     Packet Pg. 10     Item No. 2. Page 4 of 20 ended on November 15, 2022. On November 30, 2023 the PTC held a hearing to recommend that the applicant submit the proposed plans to the ARB for review in accordance with the Planned Community rezoning process. The PTC provided comments on the draft project plans (Development Plan), Development Agreement (including the Development Schedule), Comprehensive Plan Amendment, TDM plan, and proposed intent for rezoning of the resulting parcels. Since that date, the following public study sessions, hearings, and meetings have been held for the project: December 15, 2022 ARB study session (focus on the townhome development) January 12, 2023 HRB study session January 19, 2023 ARB study session (focus on the cannery parcel) January 19, 2023 Public Art Commission February 7, 2023 PABAC April 6, 2023 Architectural Review Board May 18, 2023 Public Art Commission May 25, 2023 Historic Resources Board (formal recommendation) June 6, 2023 PABAC June 15, 2023 Architectural Review Board (formal recommendation) Requested Entitlements, Findings and Purview A list of discretionary applications being requested and the required process for each of those applications is included in the October 12, 2022 study session staff report to the PTC. To summarize, the requested applications subject to PTC purview include: • Development Agreement • Comprehensive Plan Text Amendment and Map Amendment • Rezoning to Planned Community • Vesting Tentative Map with Exceptions Other discretionary actions that are not subject to the PTC’s purview include: • Historic Resources Board Review Historic Resources Board The HRB made the following unanimous (7-0) formal recommendation on the Development Agreement project at its May 25, 2023 hearing: The HRB advises Council to require: (1) HABS-like documentation, augmented by the best current technology available, for the entire Cannery structure and to establish an appropriate repository for the information (2) That a post-construction analysis to be conducted of the remaining structure in order to evaluate it for inclusion and nomination of the monitor roof building section to the national register (evaluate for local listing, California landmark status, and historical point of interest status) Item 2 Staff Report     Packet Pg. 11     Item No. 2. Page 5 of 20 (3) That the applicant looks at additions to and separations from the monitor roof section of the building in order to enable eligibility for the national register of historical places. The staff report and the minutes from this hearing are available online.4 Architectural Review Board The ARB made the following formal recommendation (4-0; Thompson absent) on the Development Agreement project at its June 15, 2023 hearing: The ARB recommends Council approve the project with the condition that the applicant revise the plans to make the following changes and return to an ARB ad hoc committee: 1. The paseo shall be a minimum of 28 feet wide; the drive aisles may be a minimum of 29 feet at the ground level 2. The end unit of Building #1 (closest to Olive Avenue) be redesigned to eliminate the angled roof form that is incompatible with the rest of the building. However, the ARB’s motion was two-fold and included the following “findings” for Council’s consideration. The ARB finds that: 1. With respect to historic reuse of the cannery building: a. The use of 340 Portage is historically significant and should be preserved so that the public can experience the interior of the building b. All of the area underneath at least one of the monitor roof portions of the building should be publicly accessible and useable space such that the entirety of the length of the monitor roof is visible 2. With respect to townhomes: a. A portion of the site currently designated for townhomes should be higher density residential housing The staff report from this hearing is available online.5 As of the publication of this staff report the minutes were not yet available. However, a video of the hearing can be found online.6 Planning and Transportation Commission At the PTC hearing on November 30, 2022, the PTC provided comments on the various components of the project, including the Development Plan, Comprehensive Plan Amendment, 4 May 25, 2023 Historic Resources Board Staff report (ID# 2305-1420) is available online at: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/historic-resources- board/2023/hrb-5.25-3200-park.pdf and the minutes are available online at: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/historic-resources- board/2023/hrb-5.25-minutes.pdf 5 June 15, 2023 Architectural Review Board staff report (ID# ) is available online at: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/architectural- review-board/2023/arb-6.15-public-agenda.pdf 6 June 13, 2023 Architectural Review Board video is available online at: https://midpenmedia.org/architectural- review-board-6152023/ Item 2 Staff Report     Packet Pg. 12     Item No. 2. Page 6 of 20 Rezoning, and Development Agreement. Key comments and questions from the Planning and Transportation Commission are summarized in the following table along with a summary of responses to these comments/questions. Note that there are also a handful of comments from commissioners that related to the environmental analysis. Formal responses to those comments are included in the Final EIR in Attachment M. Modifications were made to the development agreement and/or project plans, as applicable to address the PTC’s comments. Land Use Designation. Commissioners expressed an interest in better understanding the proposed land use designations, why they were selected, and what other considerations are possible. Commissioners expressed concerned about actions that could preclude further housing in the future on this site. The proposed land use designations were selected to both align with the proposed uses as well as to align with surrounding land use designations. The proposed Comprehensive Plan designations would not prohibit the future use of these parcels for multi-family residential use because the proposed service commercial land use designation allows for higher density multi-family residential use near transit and the project is located within 0.5 mile of a major transit stop as well as a high quality transit corridor. See further discussion below under the analysis of consistency with the Comprehensive Plan. Community Space. Consideration of whether the retail use could be larger and whether it could be utilized as a community gathering place at night or if vacant, or whether a separate community space could be provided. No revisions to the plans were proposed to provide an additional community gathering space. However, the Development Agreement was revised to include provisions related to use of the retail space as a public facility space in the event that a retail tenant is not occupying the space. Private Street Widths. With respect to the request to reduce the private street width, commissioners asked for: 1.Further clarification of the safety and usability requirements (e.g. fire and trash service); and 2. Information on what other cities require with respect to private street width. Further information is detailed below in the analysis under the vesting tentative map discussion and in Attachments I and J in response to comments related to the private street width. Historic Plaque. Interest in a permanent outdoor historic plaque Mitigation Measure CR-1 requires a permanent historic plaque be provided on site that relates to the site’s history. This plaque is intended to be located outside the retail space and a covenant to allow public access to the area is required as stipulated in the PC Ordinance. In addition, please see the Item 2 Staff Report     Packet Pg. 13     Item No. 2. Page 7 of 20 discussion below regarding the proposed public art. Financial Analysis. Interest in seeing the full financial analysis prepared on behalf of the City for the DA to better understand how the ranges were calculated, or to otherwise provide whatever information we could to aid in understanding how the ranges were calculated. Additional information on the analysis and how the ranges were calculated is provided below. However, staff is not able to publicly disclose the full analysis, which was prepared confidentially to inform the City’s bargaining position. Jobs/Housing Imbalance. Interest in better understanding how this project affects the jobs/housing imbalance The project improves the jobs/housing imbalance because the project adds housing to replace vacant retail uses. The existing office uses at the cannery would remain. Parks-to-Resident Ratio. Interest in understanding the parks to resident ratio with the inclusion of the proposed housing. Commissioners desire to know whether it increases or decrease this ratio based on the added units and associated anticipated number of residents. The parks-to-resident ratio would increase as a result of the project as discussed further below in the analysis. Historic Tax Credits/Code Exemptions/Exceptions. The PTC asked for clarification as to why certain considerations for tax credits or building code exemptions weren’t considered further. These exemptions/exceptions apply to building’s listed on an inventory/register. The existing building was deemed eligible for the CRHR, but is not listed on a register and therefore not eligible for such exemptions or exceptions. ANALYSIS Although the proposed development project is the result of negotiations between the City and Sobrato, the project has not been approved or entitled. Therefore, the public process is intended to allow for feedback from stakeholders that may result in modifications to any aspect of the proposed development. All components of the project are being processed concurrently and recommendations from the HRB, ARB, and the PTC will be forwarded to Council for their consideration. Staff has analyzed the project in accordance with applicable plans, goals, policies, regulations and adopted guidelines, as discussed further below. Neighborhood Setting and Character The site is located within the Ventura neighborhood, within the area defined for the proposed North Ventura Coordinated Area Plan. The site abuts single-family residential uses to the northeast, Park Boulevard to the northwest, a paved at-grade parking lot to the southwest, and Portage Avenue/Ash Street to the southeast. On the west side, the project site encompasses both the east and west sides of Matadero Creek with a small connection out to Lambert. Item 2 Staff Report     Packet Pg. 14     Item No. 2. Page 8 of 20 Consistency with the Comprehensive Plan, Area Plans, and Guidelines7 The Comprehensive Plan land use designation for the majority of the 14.65-acre site is Multifamily Residential. However, a small portion of the property located at 3040 Park Boulevard has a land use designation of Light Industrial, the small parcel that leads out to Lambert (278 Lambert) is designated Service Commercial and a small sliver of land that abuts a some of the Olive Avenue residents has a designation of single-family residential (APN 132-32- 037). The resolution in Attachment C includes a visual of the existing land use designations on the project site and immediately surrounding the project area as well as a visual of the proposed designations. The Development Agreement includes retention of the existing legal nonconforming research and development use at 340-380 Portage and office use at 3201-3225 Ash Street. It also includes conversion of the existing legal nonconforming automotive service use at 3250 Park Boulevard to a research and development use. These non-residential land uses are not consistent with the existing multi-family residential land use designation. Therefore, the project includes a Comprehensive Plan Land Use Map Amendment to: •Re-designate the commercial portions of the property (Cannery Parcel, Ash Street Parcel, and Audi Parcel) from Multi-family Residential and Single-family Residential to “Service Commercial” to align the existing and future uses of these parcels with the Comprehensive Plan Land Use Map; •Re-designate the proposed City dedication parcel from Multi-family and Commercial Services to Major Institution/Special Facilities, which allows for the public park, streamside protection area, and/or affordable housing uses for the parcel; and to •Re-designate 3040 Park Boulevard from Light Industrial to Multi-family Residential to align with the proposed multi-family use of the parcel. Note that re-designation of the small area of single-family residential land use adjacent the proposed parking garage and re-designation of the Service Commercial land use for 278 Lambert are not technically required as no buildings exist or are planned for these areas. Similarly, housing near transit is an allowed use within the light industrial land use designation; therefore, re-designation of the small triangular parcel at 3040 Park to multi-family residential is not technically required either. However, the proposed re-designations would ensure that each resulting parcel has a single land use designation (versus having a split designation across single parcels). Because the cannery currently sits on a 12.37 acre parcel and the proposed parcel for the remaining cannery building is 6.285 acres (significantly reducing the lot area used for the floor area ratio calculation), the remaining cannery building would exceed the 0.4:1 FAR allowance for the total non-residential gross floor area ratio (FAR). This floor area threshold is stipulated not only in the Zoning Code, but also in the Comprehensive Plan description of the Service 7 The Palo Alto Comprehensive Plan is available online: http://www.cityofpaloalto.org/gov/topics/projects/landuse/compplan.asp Item 2 Staff Report     Packet Pg. 15     Item No. 2. Page 9 of 20 Commercial designation. To address this, a Comprehensive Plan Text Amendment is proposed in addition to the re-designation as follows (modifications shown in underline): “Facilities providing citywide and regional services and relying on customers arriving by car. These uses do not necessarily benefit from being in high-volume pedestrian areas such as shopping centers or Downtown. Typical uses include auto services and dealerships, motels, lumberyards, appliance stores, and restaurants, including fast service types. In almost all cases, these uses require good automobile and service access so that customers can safely load and unload without impeding traffic. In some locations, residential and mixed-use projects may be appropriate in this land use category. Examples of Service Commercial areas include San Antonio Road, El Camino Real, and Embarcadero Road northeast of the Bayshore Freeway. Non-residential FARs will generally range up to 0.4 but may exceed this threshold in a Planned Community Zone. Consistent with the Comprehensive Plan’s encouragement of housing near transit centers, higher density multi-family housing may be allowed in specific locations.” Although this change would apply citywide to parcels with a commercial service land use designation, staff does not expect that this change would impact other parcels because the Zoning Code continues to regulate the allowable floor area for service commercial designated parcels citywide and any new Planned Community rezoning would be a legislative action requiring a recommendation from the PTC and ARB and Council approval. A draft of the Resolution for the proposed Comprehensive Plan Land Use Map Amendments is included in Attachment C. Other Comprehensive Plan Designation Considerations The PTC requested further information at the November 30, 2022 hearing regarding why the proposed designations were selected and alternative options that were considered with respect to re-designation of these parcels. The proposed designations were selected based on the existing land use designations on and surrounding the site. Where it was feasible to maintain the existing designation (multi-family residential) for the site, this designation was maintained (Townhome Parcel). For proposed parcels where existing non-residential uses were to remain, two possible designations were considered, Service Commercial and Mixed-Use. Ultimately, although there is a mix of uses proposed across the project site, the parcels will be subdivided such that each parcel will have specific uses. Additionally, the 1.15 FAR allowance for mixed use, similar to service commercial, did not accommodate for the existing square footage of uses based on the new parcel boundaries. Therefore, while this designation was considered, the Service Commercial designation was proposed because it aligns with the designation of other surrounding areas and is more appropriate based on the final uses of each individual parcel. It should also be noted that the service commercial land use designation allows for higher density housing, leaving the opportunity open in the future for multi-family housing on these parcels. With respect to the City dedication parcel, staff had previously indicated that this would be designated as public facility. However, to allow flexibility with respect to the future affordable Item 2 Staff Report     Packet Pg. 16     Item No. 2. Page 10 of 20 housing project design, this is now proposed as a planned community rezoning. Because a development plan is not yet available for this PC, future modifications on this parcel would require a public process to amend the PC once a design is developed, as stipulated in the PC ordinance for the City dedication parcel in Attachment C. The PC ordinance proposed reflects the planned uses of the site. The public facilities use stipulated in the ordinance is also intended to allow short-term public uses of the area if desired, such as a farmer’s market. Housing Element The PTC asked in previous hearings to better understand how the project aligns with the Housing Element, The approved 2023-2031 Housing Element indicates 74 units of pipeline development to reflect the current development agreement proposal and identifies the future city dedication parcel, a portion of which (approximately 1-acre) would be dedicated to affordable housing, as an opportunity site with up to 59 units. The EIR assumes that up to 75 affordable housing units could be constructed on the city dedication parcel, exceeding the total numbers assumed for this site in the adopted Housing Element. North Ventura Coordinated Area Plan The project site is located within the boundaries of the proposed North Ventura Coordinated Area Plan (NVCAP). The City began a public meeting process with a Working Group in 2018 for this proposed coordinated area plan. An analysis of the project’s consistency with key goals articulated for the NVCAP process is included in Attachment F. The City Council ad hoc, in its negotiations with Sobrato, focused on the key goals of the NVCAP and the expressed interests of the public and NVCAP working group. These included: •Open space adjacent to Matadero Creek •Housing, particularly affordable housing •Retention and historic rehabilitation of the cannery building •Improved bicycle and pedestrian connections •Transportation Demand Management Plan Ultimately, the preferred Alternative for the NVCAP selected by Council includes the adaptive reuse of the cannery building for residential and retail uses, a park adjacent to Matadero Creek, and a row of multi-family housing buildings up to 35 feet in height adjacent to the park. The proposed project meets many of the NVCAP goals, as it: •provides a park along Matadero Creek •accommodates a higher density affordable housing project adjacent to the park as well as market rate townhomes •preserves distinctive portions of the cannery building, highlighting its key features (primarily the monitor roof) and making an area below the monitor roofs as well as an adjacent outdoor area open to the public •Provides a new separated two-way bicycle/ped connection with an associated public access easement to connect Park Boulevard with Portage Avenue/Ash Street •includes a proposed TDM plan for the commercial uses at the site Parks, Trails, Natural Open Space & Recreation Master Plan (Parks Master Plan) Item 2 Staff Report     Packet Pg. 17     Item No. 2. Page 11 of 20 The Parks Master Plan provides the City with clear guidance regarding future renovations and capital improvement needs for parks, trails, open space, and recreation facilities and programs. Policy 1.B states, “Expand parkland inventory using the National Recreation and Park Association standard as a guide for park development in Palo Alto’s Urban Service Area. New parkland should be added to meet and maintain the standard of 4 acres/1,000 residents. Parkland should expand with population, be well distributed across the community, and be of sufficient size to meet the varied needs of neighborhoods and the broader community.” The current parks-to-resident ratio is 174.7 acres-to-69,500 residents (2.5-acres per 1,000 residents). The proposed project adds 2.25 acres of parkland and is anticipated to result in 149 units (74 townhomes and 75 affordable housing units). Assuming an average of 2.6 persons per household consistent with the City’s adopted Housing Element, the project itself would result in 5.81-acres per 1,000 residents, thereby improving the overall ratio for the City (increasing to 2.53 acre per 1,000 residents for the City). The total area also meets the 2-acre minimum goal set forth in the Parks Master Plan for the size of new park areas. The addition of new park areas that meet this minimum goal and improve the City’s park-to-resident ratio are often difficult to identify, let alone to obtain. Zoning Compliance8 The proposed project includes merging and subdividing 11 parcels totaling 14.65 acres to create five resulting parcels, one of which would be dedicated to the City. The existing cannery building at 340 and 380 Portage, the office building at 3201-3225 Ash Street, the automotive services building at 3250 Park Boulevard, and a Comcast switch building located on the south side of Matadero Creek are all located on a single existing parcel totaling 12.37 acres. With the dedication of 3.25 acres of this parcel to the City and the location of the new parcel boundaries, these existing buildings become noncomplying with respect to various development standards, particularly those related to the size of the lot (e.g. floor area ratio) as well as parcel boundaries (e.g. setbacks). Additionally, existing aspects of these buildings are legal noncomplying in that they don’t meet the RM-30 zone district requirements, nor do they align fully with other existing zone districts. For example, the cannery building exceeds height requirements and does not meet required setbacks, the existing Audi and Ash Street buildings do not meet all required setbacks, and the existing parking for these buildings do not comply with the current standards for the existing uses. Existing uses of the site are also legal nonconforming. For Council to approve the proposed project, these existing noncomplying and nonconforming aspects of the site would need to be brought into conformance with the zoning code. For these reasons, the applicant is seeking, through the Development Agreement and Planned Community rezoning, permission to deviate from certain code standards in a manner that is consistent with the Zoning Ordinance and that brings the site into conformance with the code. Each of the resulting parcels is proposed to be rezoned as a Planned Community Zone District, creating the flexibility to ensure that the buildings (or portions thereof) that are proposed to remain, the proposed townhomes, and future actions planned for the city dedication parcel all align with the zoning. Staff’s detailed review of existing and proposed improvements’ consistency with applicable Zoning standards is shown in a summary table provided in 8 The Palo Alto Zoning Code is available online: http://www.amlegal.com/codes/client/palo-alto_ca Item 2 Staff Report     Packet Pg. 18     Item No. 2. Page 12 of 20 Attachment G. Note that because the cannery, Ash Building, and Audi Building are non- complying uses within the RM-30 zone district and commercial standards are not provided for the RM-30 zone district, staff compared the existing buildings to the CS zoning standards. The intent of this is to provide a comparison of standards that would typically apply to new commercial structures within this area – though commercial components of the proposal are all contained within existing structures. The proposed ordinances for each of the resulting parcels is included in Attachment D. Annual Office Limit The project includes 11,760 sf of new R&D space, which would be converted from automotive services. Therefore, the proposed project would be subject to the annual office limit under PAMC Section 18.40.210. Staff has reviewed the Annual Office Limit calculation and predicts that there is over 42,000 sf of office limit square footage that remains available in fiscal year 2023, due in part to carryover from the previous year’s allotment. Because a project would not be issued until FY 2024, a new year’s worth of square footage would be available. Therefore, the project would not exceed the threshold. Parkland Dedication The proposed project includes 74 units, which would require approximately 0.62 acres of parkland to be dedicated to the City. The Development Agreement proposes dedication of approximately 2.25 acres for the purposes of parkland. Although at least one commissioner correctly pointed out that some of the 3.25-acre parcel that is proposed to be dedicated to the City (1 acre of which is for an affordable housing project) is within easements, not all areas that are located within an easement are undevelopable or lack the same developable value, especially as a City parcel, given Council’s interest in exploring re-naturalization of the creek. While physical structures cannot be placed within an easement, easement area can still be developed as open space, trails, or similar uses that don’t conflict with the easement and are still necessary as part of a development. 380 Portage – Canopy Area In the course of the City’s review, it came to staff’s attention that a portion of the rear canopy area at 380 Portage was enclosed several years ago by Fry’s for storage use and continues to be used by the current tenant, Playground Global, in a similar manner. An additional area under the rear canopy adjacent to the entrance to 380 Portage, includes seating areas. Because these areas are covered and used for storage and seating/tables for eating that are not open to the public, they count toward gross floor area in accordance with the zoning code definition for floor area for non-residential uses. The total sf of these areas is approximately 10,000 sf. These areas were not initially accounted for in the figures provided for existing or proposed floor area (i.e. 142,774 square feet of R&D uses in the cannery building). Although removing the canopy would resolve this, Council, the HRB and the public have expressed an interest in retaining the existing building wherever feasible; moreover, removal would not be practical under the existing lease. To address this, the applicable PC ordinance includes language limiting the use of the canopy area and ensuring that it is not treated as “existing square footage” in the future. Specifically, the PC ordinance for the Cannery will allow for the existing use of this space to continue (amenity area/storage) by the current tenant, but stipulate that it may not be Item 2 Staff Report     Packet Pg. 19     Item No. 2. Page 13 of 20 replaced in the event of future improvements or be used for any other use (e.g., expansion of the Research & Development use). A portion of it will also be used for a loading area to bring the site into conformance with the loading zone requirements. Plants at the corner will be lowered to 3 feet to meet line-of-site requirements for vehicles. Multi-Modal Access Multi-modal access and circulation are discussed in the November 30, 2023 report to the PTC as well as the April 6, 2023 staff report to the Architectural Review Board. The project plans have not changed with respect to vehicular circulation since the PTC last reviewed the plans. However, the plans have now been revised to show the proposed Portage Avenue to Park Boulevard bicycle connection. The complete Transportation Impact Analysis (TIA) is included in Appendix H of the EIR. A link to the EIR is included in Attachment M of this report. The project and development agreement alternative do not result in a significant impact with respect to VMT. In addition, the project does not conflict with Council’s adopted Local Transportation Analysis policy with respect to LOS. However, the TIA identifies a significant impact with respect to conflict with a plan addressing the circulation system, including transit, roadway, or bicycle and pedestrian facilities, related to the Park to Portage connection, as discussed below, and mitigation was identified to address that impact. This was incorporated as a requirement of the Development Agreement. Portage Enhanced Bicycle Connection and Other Pedestrian/Bicycle Connections The transportation impact analysis and the Draft EIR conclude that the Townhome project would be inconsistent with the Bicycle and Pedestrian Transportation Plan and Santa Clara County’s Countywide Trail Plan, plans adopted to address the circulation system, including bicycle and pedestrian facilities because those plans identify an enhanced bikeway connecting Portage Avenue to Park Boulevard. Through the development agreement, Sobrato is required to mitigate this impact by providing an enhanced bicycle connection. An enhanced bicycle connection requires, at minimum, sharrows. The proposed development plan includes a shared two-way multi-use path that is 12 feet wide in most locations and 10 feet wide at a pinch point adjacent the existing Ash building. The City presented the project to the Palo Alto Bicycle Advisory Committee (PABAC) on November 1, 2022 and received early input on the design; no specific design was proposed at the time. Staff then returned with a proposed design based on PABAC’s feedback and ongoing negotiations with Sobrato. The proposed concept included a two-way Class IV bicycle path. PABAC provided additional feedback to improve safety and the pedestrian connections. The City’s Office of Transportation took that feedback and requested improvements to the design accordingly. Staff presented a revised concept to PABAC on June 2, 2023. The Development Plan reflects the final design presented to PABAC. The Vesting Tentative Map shows the proposed public access easement that will be placed over the bicycle connection to allow for public access and the Record of Land Use Action includes a condition of approval that requires Sobrato to maintain the entirety of the path, which spans both their parcels and the City parcel, in perpetuity. Item 2 Staff Report     Packet Pg. 20     Item No. 2. Page 14 of 20 Future pedestrian improvements would also be explored following the dedication of proposed 3.25-acre parcel to the City in order to develop the parcel in a manner consistent with the proposed NVCAPs vision and the Development Agreement. The DA includes five million dollars to support future improvements on the parcel, which includes funds for affordable housing as well as park improvements. TDM Plan The applicant’s proposed Transit Demand Management (TDM) Plan, which is provided in accordance with the terms of the Development Agreement, is provided in Attachment H. it proposes a 15 percent reduction of commercial trips. It should be noted that the trip generation assumptions do not provide any trip credits for the 84,000 sf of vacant retail space that is proposed to be removed. In addition, the R&D and offices uses are existing, therefore, with this trip reduction it would reduce trips in comparison to the existing baseline for the non- residential uses. The PTC had asked for more information to understand how a TDM program would be enforced. TDMs are described in Palo Alto Municipal Code (PAMC) Chapter 18.52.050(d). Initial monitoring reports are due within the first two years of implementation and annually thereafter. Reports are reviewed by staff to ensure compliance with targets. The enforceability of TDM depends on establishing clear and readily verifiable performance measures and staff resources. Where the monitoring reports indicate that performance measures are not met, the Director in collaboration with the City’s Chief Transportation Official may require program modifications and may impose administrative penalties if identified deficiencies are not addressed within six months. Private Street Width The proposed project plans do not provide a full 32-foot width for some of the private streets in accordance with PAMC Chapter 21.20.240(b)(4). Although the project provides a 32-foot clearance between the building faces on the ground floor, consistent with the Code, upper levels provide approximately a 26-foot clearance. This inconsistency with the Code requires consideration of a Tentative Map with Exceptions. The proposed plans reflect this originally proposed design. The Architectural Review Board has made a recommendation to Council to consider reducing the interior private streets serving the townhome garages by a total of 3 feet on each street to provide a 29-foot clearance on the ground level and 23-foot clearance on the upper levels. The purpose of this change would be to create a wider north/south central paseo while still retaining the viability of the units and without reducing the number of units provided. Planning and Transportation Commissioners asked for additional information to support the conclusions that the 26-foot width on upper levels would be sufficient, including information on what other local City departments require. Primarily they wanted confirmation that a 26-foot width would be sufficient for safety. Staff confirmed that for fire safety as well as trash pickup, the clear width would need to be 22 feet. A 22-foot backout width for perpendicular parking spaces is also the standard transportation requirement. Item 2 Staff Report     Packet Pg. 21     Item No. 2. Page 15 of 20 With respect to other jurisdictions: several other cities require anywhere from 24 to 26 feet between building faces on upper levels (San Jose is an outlier requiring only 21 feet, as is Palo Alto requiring 32 feet). On the ground level, most cities in the region require around 28 to 30 feet. Attachment J includes a summary of various jurisdictions in the area and their requirements for private streets/equivalent drive aisles for townhomes. To address the ARB direction for wider paseos, Sobrato presented three options to the City (Attachment I), all of which would require a map with exceptions. The widest paseo option (narrowest street width) proposed by Sobrato would provide 23 feet on upper levels of the private streets and 29 feet at the ground levels of the private streets and meets the ARB’s recommendation of adding 6 feet to the central paseo area. This is the current proposal reflected in the Vesting Tentative Map. An option providing 25 feet on upper levels and 30 feet on the ground level in order to add four feet to the pedestrian paseo, as well as the originally proposed option of 32 feet at ground level and 26 feet at upper levels, may also be considered. Staff believes that the findings could be made for any of the three options and generally would encourage options that reduce hardscape on a site (i.e. narrower streets) where such changes would not negatively affect the functionality, safety, or aesthetics. The Record of Land Use Action in Attachment E reflects the findings for the Vesting Tentative Map and the Exception based on the narrowest street width. Parking The proposed townhome development would be fully parked based on the current City code, with two parking spaces per unit. There are also 37 surface-level parking spaces throughout the Townhome parcel site. The cannery and Ash office building would be under-parked by 177 spaces (403 spaces proposed where 592 would be required per Title 18), a 32% reduction across the two parcels in comparison to base zoning standards. This is slightly fewer spaces than proposed previously on the cannery parcel. The slight decrease is due to changes that increased the setback from the R- 1 residential areas to address ARB comments as well as to provide a larger outdoor area adjacent the retail space to address staff comments. The existing parking ratio at the site is one space per 376 sf of floor area. The proposed parking ratio is one space per 366 sf of floor area. Therefore, the proposed development agreement slightly improves the parking ratio on the site for the existing non-residential uses. The existing parking has historically met the parking demand on the site, even with the operation of the former retail use. A recorded off-site parking agreement would be required to document parking for the Ash Street building. The parking spaces would be provided on the resulting cannery parcel. The existing Audi building provides 31 spaces, where 37 are required for the existing Automotive Service use and the proposed R&D use. Bicycle parking would be provided within garages for the townhome development. An additional 8 guest bicycle parking spaces are also provided on the new townhome parcel. New bicycle parking would be provided throughout the cannery parcel to accommodate the Item 2 Staff Report     Packet Pg. 22     Item No. 2. Page 16 of 20 proposed retail and existing R&D uses to remain at the cannery building. The total long-term bicycle parking would meet the 46-space requirement. The project provides 20 short-term spaces where 12 are required, exceeding the short-term bicycle parking requirement. Public Art The Public Art Commission (PAC) held an initial meeting on January 19, 2023,9 as required in accordance with the public art process. The PAC discussed and made suggestions regarding the potential themes and locations for the artwork, encouraging the applicant to consider incorporating public art that would celebrate themes of cultural diversity and the unique history of the project site and its nearby community. On May 18, 2023, Sobrato and their art consultant, Jennifer Easton, presented an update on the art program for this site to the PAC.10 The PAC expressed support for the direction of the public art process and possible locations for public art for the cannery building (looking at areas around the retail space or on existing walls of 380 Portage). The artist selected for the project is Kyungmi Shin of Shin Gray Studio who has a strong portfolio of public art projects and a particular interest in examining the intersectionality of the historic and contemporary. Additionally, Sobrato conducted an interview with the granddaughter of Thomas Foon Chew to hear her thoughts and feedback on the public art process. Chew’s granddaughter has done extensive research about her grandfather, including the development of his canneries and the opportunities Chew provided for low income and immigrant families. It is anticipated that this research will help to inform the themes of the public art. The applicant anticipates returning to the PAC with a conceptual design around August 2023. FISCAL/RESOURCE IMPACT The DA includes a public benefit of 3.25 acres of land and payment of $5 million from Sobrato to the City for affordable housing and park improvement purposes. In addition, the switch building on the City dedication parcel generates rent from the occupant, Comcast, and would continue to generate revenue for the City for as long as the City wished to maintain the lease. Financial Considerations Several commissioners and members of the public requested more information about the financial tradeoffs of the proposed Development Agreement to better understand how the project may benefit the City and Developer. The City engaged Keyser Marsten Associates (“KMA”) to assist the ad hoc committee in financial analysis during the negotiations with Sobrato. KMA prepared pro forma analyses that compared projections for construction costs with post-construction sales prices and operating income to calculate project valuations for various configurations of the property. These analyses concluded that the proposed 9 Minutes of the January 19, 2023 Public Art Commission hearing are available online: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/public- artcommission/2023/january-19-2023-pac-minutes.pdf 10 A link to the staff report for the May 18, 2023 Public Art Commission hearing is available online: https://www.cityofpaloalto.org/files/assets/public/community-services/public-art-program/staff-reports-anddocs- for-pac/pac-staff-report-interim-review-for-3200-park-may-2023.pdf Item 2 Staff Report     Packet Pg. 23     Item No. 2. Page 17 of 20 Development Agreement would result in an economic benefit to the developer of approximately $34 million11 over a hypothetical “code compliant” use of the site under the code interpretation staff presented to the City Council in 2021. In addition, staff estimates that the monetary value of public benefits provided to the City under the Development Agreement is at least $27 million. This is based on 2.63 (of a total 3.25) acres of land, valued at $12 million per acre and a $5 million public benefits fee, less the value of the on-site BMR units that would otherwise be required. This figure does not include the value of 0.62 acres of parkland that is required under the municipal code for the townhomes. Nor does it include typical development impact fees, which will also be paid for the townhomes, and the value of public art provided on-site. Finally, it does not account for potential income to the City from assumption of the switch building lease on the dedication parcel. Taking these other requirements into account, the public benefit increases to at least $37 million. As several Commissioners pointed out at an earlier study session, these financial analyses do not account for any intrinsic value to the City of additional housing in the form of the townhomes or the opportunity for affordable housing on the dedicated land. Moreover, these figures represent the City’s independent analysis, and rely on assumptions for cost of construction, commercial rent, and residential sales prices that may not hold in the current economic environment or that may differ from the assumptions of the Sobrato organization. STAKEHOLDER ENGAGEMENT The Palo Alto Municipal Code requires notice of this public hearing to 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 Daily Post on June 30, 2023, which is 12 days in advance of the meeting. Postcard mailing occurred on June 27, 2023 which is 14 days in advance of the meeting. The Council study session on August 1, 2022, served as the prescreening meeting required for a proposed development agreement and legislative changes, including Planned Community rezoning and a Comprehensive Plan amendment, in accordance with PAMC Chapter 18.79. The session provided an opportunity for initial comments on the general development terms and public benefits. Councilmember comments from that study session were summarized in the December 15, 2022 staff report to the ARB for the study session on the townhome portion of the project. Minutes from the August 1, 2022 Council hearing can be found online.12 The comment period for the Draft EIR ended on November 15, 2022. In addition to comments received prior to and during the PTC hearing, the City received written comments from Valley 11 A previous staff report provided a range of $25 to $34 million in economic benefit to the Sobrato; this range was based on differences in assumed sales price of the townhomes. The $34 million figure is based on a more recent survey of townhome sales specific to Palo Alto, while the $25 million figure assumed a lower sales price based on an older regional survey. 12 Minutes of the August 1, 2023 Council study session are available online at: https://www.cityofpaloalto.org/Departments/City-Clerk/Citys-Meeting-Agendas/Meeting-Agendas-and-Minutes Item 2 Staff Report     Packet Pg. 24     Item No. 2. Page 18 of 20 Water, the Department of Toxic Substances Control, the property owner, and six individuals. Comments were also received verbally during the Planning and Transportation Commission Hearing on October 26, 2022. These comments and formal responses to all oral and written comments on the Draft EIR are provided in the Final EIR (Attachment M). Comments have also been received between January and June orally at HRB and ARB study sessions and hearings. These comments primarily focused on concerns about approving office on the site, concerns about the loss of the cannery building, and comments about the public process for this project. In addition, the City received the written comments in Attachment K during this time period. The commenters expressed concerns in particular about the Council’s approach to the Development Agreement, requested better noticing of the hearings, and requested more clarity on changes being made to the Development Agreement, as outlined in the attached comments. They also asked questions about the proposed bicycle path. The required noticing has been completed at every step of this process. However, in response to these comments, staff has endeavored to improve its noticing of others that might have an interest as well, such as those that have expressed an interest in the NVCAP process. Staff has met in person or virtually, as requested, with concerned residents to talk through their comments. The Development Agreement is intended to be updated throughout the process and ultimately Council will be asked to make a decision on the Development Agreement in conjunction with its decision on the rezoning, development plan, and other discretionary actions associated with the project. One of the neighboring residents also called staff to express concern about how the site changes may affect flooding on his parcel. Staff and Sobrato’s civil engineer met with the resident to discuss his concerns. The civil engineer visited the site to reverify drainage patterns on and adjacent the site and the plans have been revised to ensure that the neighboring resident’s concern about runoff from his site, which has historically drained toward the project site and into a drain on the Sobrato property will continue to be drained into and captured through the stormwater treatment system on the site. Last week another resident indicated the same concern with respect to their parcel. Although the civil survey that was previously conducted did not indicate that this additional site drained onto the Sobrato property, this is being further investigated to confirm whether additional accommodations are necessary to ensure that historic drainage flow is maintained. 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 City, acting as the lead agency, circulated a Draft Environmental Impact Report (EIR) for the 200 Portage Avenue Townhome project on September 16, 2022. The 45-day comment period was extended to 60-days in response to public comment. The circulation ended on November 15, 2022. The Development Agreement and associated actions currently before the PTC is analyzed as Alternative 3 in the EIR. The City released a Final EIR on May 15, 2023. The Final EIR inadvertently omitted the comment letter Item 2 Staff Report     Packet Pg. 25     Item No. 2. Page 19 of 20 submitted by Sobrato and responses to that comment letter. Therefore, the City released a Revised Final EIR on June 2, 2023. Historic Review As discussed in previous staff reports for this project, the existing cannery building located at 200-404 Portage/3200 Park (commonly referred to as 340 Portage) as well as the office building at 3201-3225 Ash Street were deemed eligible for listing on the California Register of Historic Resources (CRHR) at the local level of significance under Criterion 1 (events) for its association with the history of the canning industry in Santa Clara County. A separate evaluation was completed for the 3040 Park building (which is currently on a separate parcel) and the building was deemed ineligible for the CRHR or National Register of Historical Places (NRHP). The buildings were constructed as part of the former Bayside Cannery company, which was owned by a prominent Chinese immigrant and a groundbreaking figure in the canning industry, Thomas Foon Chew. Following the closure of the cannery, the site has been occupied by extensive retailers Maximart and Fry’s Electronics as well as other Research and Development and warehouse uses. The 84,000 sf of retail space previously occupied by Fry’s is currently vacant. The Environmental Impact Report concludes that the proposed project would have a significant and unavoidable impact on a historic resource because it includes the partial demolition of a building that has been identified as being eligible for the California Register of Historical Resources. Therefore, to approve the proposed project, Council would be required to adopt a Statement of Overriding Consideration for the proposed project as well as any of the proposed alternatives (including the Development Agreement). There has been ongoing discussion regarding how much of the existing windows and corrugated metal could be salvaged and reused versus replaced in kind. Ultimately, a complete structural upgrade of the building from the interior would be required to bring the project into conformance with the code. The applicant proposes to provide framing on the exterior to support the corrugated metal walls while reconstructing the roof. The portion of the building located at 380 Portage, which is a reinforced, board-form concrete and is currently occupied by Playground Global would be retained as is. Hazardous Materials The applicant has provided preliminary documentation (Phase I and a limited Phase II report) for the site. The City has contracted with Northgate Environmental, to complete its own independent review of the site, per standard practice. Additional independent analysis and testing may result in additional provisions in the Development Agreement dependent on any future work that may be needed to appropriately utilize this site. For this reason, a placeholder is provided in the DA and would be finalized prior to Council. Appropriate measures for addressing contamination at the site associated with the California- Olive-Emerson plume are not be expected to include clean-up because the site is downgradient from the contamination source. A passive vapor intrusion mitigation system would likely be required for the safety of future residents on the affordable housing site. However, the exact Item 2 Staff Report     Packet Pg. 26     Item No. 2. Page 20 of 20 recommendation and design, as determined in coordination with a qualified oversight agency (e.g. RWQCB or SCCDEH) would be dependent on the design of the building. 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. ATTACHMENTS Attachment A: Location Map Attachment B: Development Agreement Attachment C: Draft Ordinance Amending the Comprehensive Plan and Comprehensive Plan Land Use Map Attachment D: Draft Ordinances for Planned Community Rezonings Attachment E: Draft Record of Land Use Action Attachment F: NVCAP Goals Consistency Analysis Attachment G: Zoning Consistency Analysis Table Attachment H: TDM Plan Attachment I: Paseo Exhibits Attachment J: Comparison of Private Street Requirements by Jurisdiction Attachment K: Written Comments on the Project (other than formal comments on the EIR) Attachment L: Development Program Statement Attachment M: Development Plan (Project Plans) and Environmental Analysis AUTHOR/TITLE: Claire Raybould, AICP, Senior Planner Item 2 Staff Report     Packet Pg. 27     24 10 4 24 24 24 24 2 FOR_MIXEDUSE_HOTEL_USES_3200_ECR_PAMC20_08_20 PARKING GARAGE 199.7' 149.7' 65.6' 149.7' 65.7' 199.7' 50.0' 199.7' 50.0' 199.7' 50.0' 199.7' 50.0' 50.0' 150.0' 50.0' 150.0' 49.9' 150.0' 49.9' 150.0' 166.4' 32.5' 1.9' 108.2' 6.6' 270.2' 100.0' 149.8' 150.0' 149.8' 150.0' 100.0' 40.0' 149.7' 200.0' 150.0' 199.7' 10.0' 49.9' 150.0' 4 150.0' 49.9' 200.0' 200.0' 198.3' 100.0' 199.7' 98.9' 148.9' 71.4' 179.8' 75.8' 199.4' 98.2' 144.3' 58.1' 68.3' 90.0' 100.0' 40.0' 100.0' 50.0' 199.7' 276.0' 100.0' 242.1' 29.5' 54.7' 26.3' 49.9' 200.0' 200.0' 116.5' 55.4' 116.5' 55.4' 105.0' 25.0' 105.0' 25.0' 55.4' 116.5' 55.4' 116.5' 55.4' 116.5' 55.4' 116.5' 55.4' 116.5' 55.4' 116.5' 9.8' 69.0' 4.6' 45.4' 78.8' 50.0' 75.0'105.0' 75.0'105.0' 105.0' 120.0' 50.0' 120.0' 50.0' 120.0' 50.0' 120.0' 50.0' 120.0' 60.0' 120.0' 60.0' 90.0' 55.0' 120.0' 25.0' 47.1' 120.0' 50.0' 120.0' 50.0' 120.0' 50.0' 120.0' 50.0' 120.0' 50.0' 120.0' 50.0' 120.0' 25.0' 120.0' 25.0' 120.0' 50.0' 120.0' 50.0' 120.0' 44.0' 120.0' 44.0' 120.0' ' 120.0' 50.0' 120.0' 56.0' 120.0' 56.0' 120.0' 50.0' 120.0' 50.0' 45.0' 105.0' 50.0' 105.0' 50.0' 105.0' 50.0' 105.0' 50.0' 105.0' 50.0' 105.0' 50.0' 105.0' 50.0' 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233.0' 282.3' 116.5' 151.0' 143.4' 105.0' 50.0' 105.0' 50.0' 105.0' 50.0' 105.0' 50.0' 55.4' 116.5' 55.4' 116.5' 50.0' 105.0' 50.0' 105.0' 120.0' 50.0' 120.0' 50.0' 120.0' 75.0'120.0' 75.0' 120.0' 75.0'120.0' 75.0' 116.5' 49.2' 116.5' 49.2' 137.6' 158.7' 39.0' 88.7' 78.0' 7.3' 50.1' 94.5' 50.0' 98.9' 50.1' 98.9' 50.0' 103.2' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 98.6' 24.1' 67.5'105.0' 121.4' 105.0' 47.0' 105.0' 47.0' 105.0' 75.0'105.0' 75.0' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 49.2' 116.5' 53.0' 91.0' 54.7' 81.5' 85.9' 49.9' 81.5' 49.8' 90.2' 50.1' 85.9' 50.0' 94.5' 50.1' 90.2' 50.0' 80.2' 103.2' 79.9' 110.2' 116.5' 49.2' 116.5' 49.2' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 90.0' 44.8' 90.0' 44.8' 60.0' 134.5' 60.0' 134.5' 90.0' 44.8' 90.0' 44.8' 90.0' 44.8' 90.0' 44.8' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 50.0' 134.5' 50.0' 134.5' 134.7' 115.6' 55.3' 65.0' 79.4' 60.3' 79.4' 52.7'95.9' 50.0' 95.9' 51.8' 109.3' 50.0' 109.3' 51.1' 119.7' 50.0' 119.3' 55.3' 105.6' 119.7 50.0' 119.7' 50.0' 119.7' 50.6' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 32.0' 17.5' 34.6' 97.9' 165.0' 137.0' 163.0' 138.8' 20.3' 19.0'17.0' 17.0' 101.7' 113.0' 50.0' 134.5' 50.0' 134.5'50.0' 134.5' 50.0' 134.5'50.0' 134.5' 50.0' 134.5'50.0' 134.5' 50.0' 134.5'60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 48.7' 134.5' 48.7' 134.5'48.8' 134.5' 48.8' 134.5'48.8' 134.5' 48.7' 134.5' 60.0' 269.0' 60.0' 269.0' 170.0' 67.3' 170.0' 67.3' 75.0' 134.5' 75.0' 134.5' 45.0' 134.5' 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134.5' 30.0' 134.5' 30.0' 134.5'134.5' 30.0' 134.5'134.5' 70.0' 60.0' 60.0' 134.5' 60.0' 134.5'45.0' 134.5' 45.0' 134.5' 45.0' 134.5' 45.0' 134.5' 35.0' 134.5' 35.0' 134.5' 35.0' 134.5' 35.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 65.0' 134.5' 65.0' 134.5' 65.0' 134.5' 65.0' 134.5' 60.0' 134.5' 60.0' 134.5' 90.0' 44.8' 90.0' 44.8' 90.0' 44.8' 90.0' 44.8' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 134.5' 60.0' 134.5'134.5' 60.0' 60.0' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 70.0' 134.5' 70.0' 134.5' 70.0' 134.5' 6 134.5' 60.0' 134.5' 60.0' 134.5' 70.0' 134.5' 70.0' 134.5' 50.0' 119.7' 65.7' 119.7' 65.6' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 119.7'119.7' 50.0' 119.7' 50.0' 119.7' 50.0' 47.9' 150.0' 9' 150.0' 95.7' 150.0' 200.0' 72.6' 200.0' 72.6' 134.7' 115.6' 134.7' 115.7' 134.7' 115.6' 134.7' 115.6' 134.7' 115.6' 134.7' 115.7' 28.8' 36.8' 498.2' 4.0' 60.0' 54.0' 105.0' 50.0' 221.4' 221.4' 6.2'10 76.4' 186.2' 186.2' 159.0' 159.0'159.0' 159.0' 98.0' 98.0'159.0'159.0'159.0' 159.0' 24.6' 24.6' 77.9' 77.9' 159.0' 159.0' 91.7' 91.7' 75.0'52.3' 170.0' 60.5' 134.5' 134.5' 48.8' 48.8' 67.9' 67.9' 90.0' 90.0'90.0' 90.0' 66.7' 66.7' 148.7' 51.0' 51.0' 148.7' 200.0' 200.0' 200.0' 200.0' 150.0' 150.0' 99.8' 99.8' 199.7' 165.4 85.1 34.6 150.0' 50.0' 100.0' 50.0' 100.0' 149.7' 149.7' 149.7' 115.7' 165.7' 100.0'50.0' 85.1 199.7' 149.7' 250.0' 151.5' 275.2' 14.4' 108.7' 108.7' 52.8' 52.8' 98.8' 67.2' 166.4' 166.4' 30.0' 30.0' 18.0' 18.0' 275.2' 185.2' 190.0' 275.0' 275.0' 275.0' 275.0' 275.0' 119.5' 119.5' 119.5' 119.5' 119.5' 119.5' 119.5' 119.5' 119.5' 119.5' 50.0' 50.0' 50.0' 50.0' 50.0' 50.0' 50.0' 50.0' 50.0' 50.0' 50.0' 50.0' 250.0' 20.0' 20.0' 78.5'78.5' 5.8' 500 50.0' 120.0' 50.0' 90.0' 47.1' 25.0' 450.4' 263.1' 452.' 223.8' 223.8'292.1' 198.4'291.2' 370.9' 188.2' 427.3' 13.9' 56.2' 123.4' 164.9 199.7 109.85' 458.75' 239.70' 150.05' 129.85' 308.64' 129.85' 102.65' 129.85' 102.56 129.85' 205.99' 129.85' 206.05' 478.7' 109.8' 150.0' 21.8' 109.8' 19.8' 38.4' 38.4' 15.1' 15.1' 43.1' 47.3' 50.2' 133.3' 49.2' 49.2' 92.2'92.2' 116.5'116.5' 110.8' 78.3' 22.4' 35.9' 45.0'134.5' 60.0' 60.0' 134.5' 134.5 30.0' 134.5' 30.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 60.0' 134.5' 134.5' 60.0' 134.5'134.5 60.0' 0.0' 3150 3170 3200 447 452- 460 448 418 440 434 420 429 439 379 3550 369 411 399 283 3159 411 435 3250425 435 3200 455 460 3200 3201 395 385 375 450 430 268 274 325 3421 284 3394 320 358 356 401 411 425 320 3290 300 280 271 261 251 231 221 211 201 210 220 230 241 231 221 3300211 291 3101 210 365 345 315 305 295 285 245 265 275 3040 3045 395 178 2822 2832 2840 2858 130 120 110 2800 2876 2886 2896 2906 2914 2920 2891 2831- 2835 2901- 2907 2893- 2899 231 3401 3395 3389 3389A 2931 2905 2904 2898 2 3381 2865 195 2619 2621 2631- 2639 2640 2666 2676 2690 2698 2704 2730 2746 180 190 2820 198189 2791 2643- 2651 2701 2705 2707 2709 2711 2715 287 2825 2830 2843 2859 2819 282 250 412 420 430 440 450 451 441 431 421 411 2904 456 470 2999 3128 3225 400 620 441 445 3250 286 7 286 9 277 7 265 3 - 266 1 252 3360 3215 3275 27 410 299 9 3348 3333 3201 3051 290 292 2687 3260 3265 3225 3239 3255 3295 455 3305 3337 3339 415 409 416 424 421 435 441 337-343 345-351 417 415 389 380 293 405 397 391 370 380 390 400 451 441 431 421 411 405 399 400 360 381 3420 350 3370 307 355 365 3395 281 3350 281 289 260 252 315 309 268 270 3275 3261 3251 220 230 336 340 370 380 3396 230 250 240 264 260 274 290 270 271 260 281 255 250 3371 3363 3357 3341 3350 3346 279 9 149 129 278 0 276 6 3197 272 5 - 2741 274 5 - 2757 277 3 - 2781 400408 179 281 7 282 9 281 1 284 5 288 8 287 6 286 0 287 5 289 5 286 1 284 4 288 9 3291 3241 282 1 - 2825 281 1 - 2815 287 7 - 2885 287 1 286 5 285 7 - 2863 284 1 - 2845 101-107 109-115 3410 253 253A275 242 2 260 9 - 261 1 259 2599 261 5 - 261 7 279 6 278 6 276 0 274 0 277 7 275 1 274 1 2741A 273 1 272 1 271 1 269 7 267 3 - 268 1 272127192717 271 0 268 9 2691 2693 2695 2830 461 3017 3001 412 200 2747 2785 2917 3127 3111 3333 440 3180 360 200 429 3390 3335 3360 3335 220 2858 3101 3160 278 419 FERNANDO AVENUE LAMBERT AVENUE EL CAMINO REAL ANSEN WAY EL DORA EL DORAD O AVENUE RAMONA STREET EMERSON STREET MARGARITA AV FERNANDO AVENUE LAMBERT AVENUE CHESTNUT AVENUE ASH STREET BIRCH STREET BIRCH STREET PARK BOULEVARD PARK BOULEVARD ALMA STREET ALMA STREET ACACIA AVENUE PORTAGE AVENUE OLIVE AVENUE ASH STREET ALMA STREET ORINDA STREET PAGE MILL RO AD PAGE MILL ROAD PENINSULA CORRIDOR JOINT POWERS BOARD PENINSULA CORRIDOR JOINT POWERS BOARD EL CAMINO REALEL CAMINO REAL RM-30 -2952 PF RM- PF RM-30 R-1 R-2 GM M-30 RM-20 CS CS ROLM GM GM GM (AD) CS (AD) CS John Boulware Park Park Blvd Substation Parcels merged for condos Aug 2016 This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend Development Agreement Project Area 0' 293' Attachment A: Development Agreement Area (14.65 acres) CITY OF PALO ALTOI N C O R P O R A T E D CAL I F OR N I A P a l o A l t o T h e C i t y o f A P R I L 1 6 1 8 9 4 The City of Palo Alto assumes no responsibility for any errors ©1989 to 2016 City of Palo Alto chodgki, 2022-09-30 12:29:30 (\\cc-maps\Encompass\Admin\Personal\Planning.mdb) Item 2 Attachment A _Location Map     Packet Pg. 28     HK Rev 4 5 23; City 5 11 23; HK 5 23 23 #217680639_v2 This document is recorded for the benefit of the City of Palo Alto and is entitled to be recorded free of charge in accordance with Section 6103 of the Government Code. After Recordation, mail to: OFFICE OF THE CITY ATTORNEY City of Palo Alto 250 Hamilton Avenue P.O. Box 10250 Palo Alto, Ca 94303 SPACE ABOVE THIS LINE FOR RECORDER’S USE DEVELOPMENT AGREEMENT By and Between CITY OF PALO ALTO, A Chartered City and SI 45, LLC, A Delaware Limited Liability Company 3200 Portage Avenue Effective Date: _________________________ Item 2 Attachment B-Draft Development Agreement     Packet Pg. 29     -i- #217680639_v2 Table of Contents Page ARTICLE I — DEFINITIONS .......................................................................................................3 1.1 Definitions .......................................................................................................................3 ARTICLE II - PROPERTY SUBJECT TO THE DEVELOPMENT AGREEMENT; BINDING EFFECT; NEGATION OF AGENCY...............................................................6 2.1 Property Subject to the Development Agreement ...........................................................6 2.2 Binding Effect..................................................................................................................6 2.3 Negation of Agency.........................................................................................................6 ARTICLE III — TERM; FORCE MAJEURE; CANCELLATION...............................................6 3.1 Basic Term.......................................................................................................................7 3.2 Force Majeure..................................................................................................................7 3.3 Extension of Term Due to Moratoria...............................................................................7 3.4 Cancellation by Mutual Consent......................................................................................7 ARTICLE IV — DEVELOPMENT OF THE PROPERTY............................................................7 4.1 Vested Development Rights ............................................................................................7 4.2 Subsequent Approvals .....................................................................................................8 4.3 Sequence of Development ...............................................................................................8 4.4 Permitted Uses.................................................................................................................9 ARTICLE V — OWNER PROMISES .........................................................................................10 5.1 Construction of the Parking Garage and R&D Relocation............................................10 5.2 Demolition of Portion of Cannery and Completion of Retail/Display and Outdoor Seating Area...................................................................................................................10 5.3 Recordation of Final Map and Dedication of BMR/Parkland Dedication Parcel..........12 5.4 Environmental Conditions.............................................................................................12 5.5 Switch Building .............................................................................................................12 5.6 Development of Townhomes and Park Building...........................................................12 5.7 Transportation Demand Management Program.............................................................13 5.8 Payment of Fees.............................................................................................................13 ARTICLE VI — CITY PROMISES .............................................................................................14 6.1 Processing of Subsequent Approvals.............................................................................14 6.2 Acceptance of BMR/Parkland Dedication Parcel..........................................................14 ARTICLE VII - EXCEPTIONS AND EXCLUSIONS.................................................................15 7.1 Subsequent Applicable Rules ........................................................................................15 7.2 Supervening Rules of Other Governmental Agencies...................................................15 7.3 Building Codes ..............................................................................................................16 7.4 Utility Services ..............................................................................................................16 7.5 No General Limitation of Future Exercise of Power.....................................................16 7.6 Alternative Approvals....................................................................................................16 Item 2 Attachment B-Draft Development Agreement     Packet Pg. 30     -ii- #217680639_v2 ARTICLE VIII - ANNUAL REVIEW..........................................................................................17 8.1 Annual Review ..............................................................................................................17 ARTICLE IX - DEFAULT, REMEDIES, TERMINATION........................................................17 9.1 Remedies for Breach......................................................................................................17 9.2 Notice of Breach............................................................................................................17 9.3 Applicable Law..............................................................................................................18 ARTICLE X —- AMENDMENTS...............................................................................................18 10.1 Modification Because of Conflict with State or Federal Laws......................................18 10.2 Amendment by Mutual Consent....................................................................................18 10.3 City Costs for Review....................................................................................................19 10.4 Minor Amendments.......................................................................................................19 10.5 Amendment of Approvals..............................................................................................20 ARTICLE XI — COOPERATION AND IMPLEMENTATION.................................................20 11.1 Cooperation....................................................................................................................20 11.2 City Processing ..............................................................................................................20 11.3 Other Governmental Permits .........................................................................................20 ARTICLE XII — TRANSFERS AND ASSIGNMENTS.............................................................21 12.1 Transfers and Assignments............................................................................................21 12.2 Covenants Run with the Land........................................................................................21 ARTICLE XIII — MORTGAGE PROTECTION; CERTAIN RIGHTS OF CURE....................21 13.1 Mortgage Protection ......................................................................................................21 13.2 Mortgagee Not Obligated ..............................................................................................22 13.3 Notice of Default to Mortgagee.....................................................................................22 ARTICLE XIV — GENERAL PROVISIONS .............................................................................22 14.1 Project is a Private Undertaking ....................................................................................22 14.2 Notices, Demands, and Communications between the Parties......................................22 14.3 Severability....................................................................................................................23 14.4 Section Headings ...........................................................................................................23 14.5 Entire Agreement...........................................................................................................23 14.6 Estoppel Certificate........................................................................................................23 14.7 Statement of Intention....................................................................................................24 14.8 Indemnification and Hold Harmless..............................................................................24 14.9 Recordation....................................................................................................................24 14.10 No Waiver of Police Powers or Rights..........................................................................25 14.11 City Representations and Warranties.............................................................................25 14.12 Owner Representations and Warranties.........................................................................25 14.13 Counterparts...................................................................................................................26 14.14 Waivers..........................................................................................................................26 14.15 Time is of the Essence ...................................................................................................26 14.16 Venue.............................................................................................................................26 14.17 Surviving Provisions......................................................................................................26 Item 2 Attachment B-Draft Development Agreement     Packet Pg. 31     -iii- #217680639_v2 14.18 Construction of Agreement............................................................................................26 EXHIBIT A – Legal Description EXHIBIT B – Plat EXHIBIT C - Schedule and Parties’ Remedies for Default or Breach EXHIBIT D – [Form of] Assignment and Assumption Agreement Item 2 Attachment B-Draft Development Agreement     Packet Pg. 32     HK Rev 4 5 23; City 5 11 23; HK 5 23 23 #217680639_v2 DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF PALO ALTO AND SI 45, LLC THIS DEVELOPMENT AGREEMENT (hereinafter “Agreement”) is entered into as of [date], by and between the CITY OF PALO ALTO, a chartered city of the State of California (“City”), and SI 45, LLC, a Delaware limited liability company (“Owner”). City and Owner are each a “Party” and collectively, the “Parties.” RECITALS THIS DEVELOPMENT AGREEMENT is entered into on the basis of the following facts, understandings and intentions of the parties: A. In order to strengthen the public planning process, encourage private participation in comprehensive planning, and reduce the economic costs of development, the Legislature of the State of California enacted Sections 65864 et seq. of the Government Code, which authorizes the City and any person holding a legal or equitable interest in the subject real property to enter into a development agreement, establishing certain development rights in the property, which is the subject of the development project application. B. Pursuant to Government Code Section 65865, the City has adopted Resolution No. 7104, establishing procedures and requirements for consideration of development agreements in Palo Alto. This Development Agreement has been processed, considered, and executed in accordance with such procedures and requirements. C. Owner has a legal interest in certain real property located in the City consisting of approximately 14.65 acres and commonly known as 200-404 Portage Avenue, 3201-3225 Ash Street, 3040-3250 Park Boulevard and 278 Lambert Street in Palo Alto, California (collectively, the “Property”), which Property is described in the attached Exhibit A, and shown on the map attached as Exhibit B. D. City and Owner through a City Council-appointed ad hoc subcommittee conducted good faith and collaborative negotiations regarding the current and future uses of the Property, including a dispute regarding legal non-conforming uses of the property (“LNCU Dispute”) and Owner’s pending application for a 91-unit residential project, including 15% moderate for sale affordable units, on a portion of the Property pursuant to certain state housing laws, including SB 330 (“SB 330 Residential Project”). As a means of resolving the LNCU Dispute and as a more holistic alternative to the SB 330 Residential Project, City and Owner entered into a Tolling and Process Agreement (“TPA Agreement”), dated July 31, 2022, for consideration of this Agreement and related Approvals by City officials. The recitals of the TPA Agreement contain a more full contextual chronology. E. City desires to grant Owner vested development rights to construct and operate the Project in a manner consistent with this Agreement. In exchange for these development rights, Owner agrees the LNCU Dispute is resolved, to proceed with the Project in lieu of the SB 330 Residential Project and to provide certain public benefits, including, but not limited to, (i) transfer of approximately 3.25 acres of land to the City for affordable housing and park uses, (ii) construct a one level over grade structured parking garage to allow relocation of the existing surface parking Item 2 Attachment B-Draft Development Agreement     Packet Pg. 33     -2- #217680639_v2 on the dedication property, (iii) renovate/rehabilitate the remaining portion of the historic cannery building, including an approximately 2,600 square foot retail space to facilitate public appreciation of the interior historic elements of the cannery building and an adjacent outdoor landscaped seating area, (iv) implement a Transportation Demand Management (“TDM”) program for the existing R&D and office uses to reduce single occupant trips by 15%, (v) payment of $5 Million fee to the City to support affordable housing and open space at the City’s discretion, and (vi) payment of all other applicable fees per the City’s municipal code as specified herein. F. Concurrently with approval of this Development Agreement, the City has taken several actions to review and plan for the future development of the Project, including all required noticing and review and recommendation by the Architectural Review Board, Historic Review Board and Transportation and Planning Commission, and duly noticed public hearings by the City Council. These actions include the following, collectively the “Existing Approvals”: a. Environmental Impact Report: The environmental impacts of the Project, including associated Approvals, have properly been reviewed and evaluated by the City pursuant to the California Environmental Quality Act, Public Resources Code Sections 21000 et seq. (“CEQA”). Pursuant to CEQA, the City Council certified the Environmental Impact Report (“EIR”) for housing development at 200 Portage, which includes analysis of the Project as a project alternative, and adopted a Statement of Overriding Considerations by Resolution No. XXXX, adopted on [date]. As required by CEQA, the City adopted written findings and a mitigation monitoring and reporting program (“MMRP”). b. Comprehensive Plan Amendment: Resolution No. XXXX on [date], amending the land use designation of a portion of the Property in a manner consistent with the Project (“Comp Plan Amendment”) c. Rezoning Ordinances: Ordinance Nos. XXXX [PC cannery], XXXX [PC Audi], XXX [PC Townhomes] and XXXX [PC Ash] [and dedication parcel to remain RM- 30] on [date], rezoning portions of the Property in a manner consistent with the Project (“Rezoning Ordinances”). d. Architectural Review: Record of Land Use Action No XXXX on [date] approving of the Parking Garage and Historic Restoration and Rehabilitation of the Remaining Cannery (“Cannery Architectural Review Approval”) and Townhomes (“Townhomes Architectural Review Approval”). e. Tentative Map: Record of Land Use Action No. XXXX on [date] to merge and resubdivide the Property into five parcels for the Remaining Cannery, the Townhomes, the Ash Building, the Park Building, and the BMR/Parkland Dedication Parcel (“Tentative Map”). f. TDM Program: Record of Land Use Action No. XXXX on [date] includes approval of a TDM Program for the Project, consistent with Section 5.7 this Agreement (“TDM Plan”). Item 2 Attachment B-Draft Development Agreement     Packet Pg. 34     -3- #217680639_v2 G. The City is desirous of encouraging the creation of quality housing at all economic levels, thereby advancing the interests of its citizens, taken as a whole. The City has determined that the Project, with the associated approvals complies with the plans and policies set forth in the City’s Comprehensive Plan and zoning regulations, as amended. H. A primary purpose of this Development Agreement is to assure that the Project can proceed without disruption caused by a change in the City’s planning policies and requirements following the Approvals and to ensure that the community benefits Owner committing to provide in connection with development of the Project are timely delivered. Owner also desires the flexibility to develop the Project in response to the market, which remains uncertain due to the COVID-19 pandemic, and to ensure that the Approvals remain valid over the projected development period. I. These Recitals use certain terms with initial capital letters that are defined in Section 1 of this Agreement. City and Owner intend to refer to those definitions when the capitalized terms are used in these Recitals. J. These recitals are intended in part to paraphrase and summarize this Agreement, however, the Agreement is expressed below with particularity and the Parties intend that their rights and obligations be determined by those provisions and not by the Recitals. K. Following a duly noticed public hearing, this Development Agreement was approved by the City Council of the City by Ordinance No. [_____________], which was introduced on __________, and finally adopted on [____________], and became effective thirty (30) days thereafter, and was duly executed by the parties as of [___________] (the “Effective Date”). NOW, THEREFORE, the parties agree as follows: AGREEMENT ARTICLE I — DEFINITIONS 1.1 Definitions In this Agreement, unless the context otherwise requires: “Agreement” is defined in the Preamble. “Annual Review” is defined in Section 8.1. “Applicable Rules” means the City ordinances, resolutions, rules, regulations and official policies in effect on the Effective Date, as amended by the Existing Approvals. “Approvals” means all Existing Approvals and Subsequent Approvals, as those terms are defined herein. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 35     -4- #217680639_v2 “Architectural Review Approval” means the approval of an application for architectural review under the Applicable Rules. “Ash Building” means the existing 4,707 sf building located at 3201-3225 Ash Street. “BMR/Park Dedication Parcel” means the approximately 3.25 acres of land to be offered for dedication and dedicated to the City pursuant to applicable provisions of this Agreement, currently expected to be developed, at City’s sole cost and discretion, as affordable housing (on an approximately one (1) acre portion thereof) and parkland (on an approximately 2.25 acre portion thereof) in the approximate location shown on the Tentative Map. “Cannery” means the existing historic cannery building at 200-380 Portage Avenue/3200 Park Boulevard. “Cannery Architectural Review Approval” is defined in Recital F. “CEQA” is defined in Recital F. “City” means the City of Palo Alto, a chartered city of the State of California. “City Party” is defined in Section 14.8. “Claims” is defined in Section 14.8. “Commencement of Townhome Construction” means the issuance of building permits to construct the Townhomes. This does not include permits that are exclusively for site preparation. “Comp Plan Amendment” is defined in Recital F. “Compliance Notice” is defined in Section 9.2(c). “Comprehensive Plan” means the 2030 Palo Alto Comprehensive Plan, adopted in November 2017 and in effect as of the Effective Date, as amended by the Existing Approvals. “Days” means calendar days. “Development Agreement” shall mean this Agreement. “Development Impact Fees” means all fees now or in the future collected by the City from applicants for new development (including all forms of approvals and permits necessary for development) for the funding of public services, infrastructure, improvements or facilities, but not including taxes or assessments, regulatory in-lieu fees such as the public art in-lieu fee, or fees for processing applications or permits or for design review. The fees included in this definition include, but are not limited to those fees set forth in Chapters 16.58 and 16.59 of the Municipal Code, fees for traffic improvements and mitigation, and fees for other community facilities or related purposes (but not including any school fees imposed by a school district); provided nothing herein shall preclude City from collecting fees lawfully imposed by another entity having jurisdiction which City is required or authorized to collect pursuant to State law. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 36     -5- #217680639_v2 “Discretionary Action” includes a “Discretionary Approval” and is an action or decision which requires the exercise of judgment, deliberation, and which contemplates the imposition of revisions or conditions, by City, including the City Council or any board, commission or department and any officer or employee thereof, in the process of approving or disapproving a particular activity, as distinguished from an activity which merely requires City, including the City Council or any board, commission or department and any officer or employee thereof, to determine whether there has been compliance with applicable statutes, ordinances, regulations, or Conditions of Approval. “Effective Date” is defined in Recital K. “EIR” is defined in Recital F. “Existing Approvals” is defined in Recital F. “Expiration Date” means the 10th anniversary of the Effective Date, except as extended pursuant to Section 3.3. “Historic Covenant” is defined in Section 5.2. “Final Map” is defined in Section 5.3. “LNCU Dispute” is defined in Recital D. “MMRP” is defined in Recital F. “Mortgage” means and refers, singly and collectively, to any mortgages, deeds of trust, security agreements, assignments and other like security instruments encumbering all or any portion of the Property or any of Owner’s rights under this Agreement. “Mortgagee” means and refers to the holder of any Mortgage encumbering all or any portion of the Property or any of the Owner’s rights under this Agreement, and any successor, assignee or transferee of any such Mortgage holder. “Notice of Breach” is defined in Section 9.2(a). “Operating Memorandum” is defined in Section 10.4(a). “Owner” means SI 45, LLC, a Delaware limited liability company. “Park Building” means the existing approximately 11,762 sf building located at 3250 Park Boulevard (and formerly referred to as the “Audi” Building). “Parking Garage” means the new structured (one level above grade) parking garage shown on the Cannery Architectural Review Approval that will allow relocation of most of the existing surface parking for the Cannery as required by the Approvals. “Party” means a signatory to this Agreement, or a successor or assign of a signatory to this Agreement. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 37     -6- #217680639_v2 “Permitted Delay” is defined in Section 3.2. “Planning Director” means the Director of the City’s Department of Planning and Development Services. “Public Benefit Fee” means the $5 million monetary payment by Owner to the City for City’s use towards parkland improvement and/or provision of affordable housing, in the City’s sole discretion as set forth in Section 5.8(b). “Prevailing Wage Laws” is defined in Section 14.8. “Project” means proposed redevelopment of the Property in accordance with the Applicable Rules, Approvals, and this Agreement, which is generally described as follows: (i)Construction of the Parking Garage to facilitate dedication of the BMR/Parkland Dedication Parcel (including relocation of an existing above ground powerline); (ii)Restoration/rehabilitation of the Remaining Cannery, retaining the same area of existing R&D uses in the Cannery but relocated into the Remaining Cannery and including the Retail/Display and Outdoor Seating Area; (iii)Removal of approximately 84,000 sf of the Cannery to accommodate development of the Townhomes; (iv)Merger and resubdivision of the Property into five parcels (Remaining Cannery (Lot 3), Townhomes (Lot 1), Ash Building (Lot 4), Park Building (Lot 5) and BMR/Park Dedication Parcel (Lot 2) to facilitate the Project and dedication of the BMR/Park Dedication Parcel to the City for affordable housing and park purposes; (v)Retention of the existing office uses of the Ash Building; (vi)Retention and conversion of the existing Park Building from the current automotive uses to R&D use; and (vii)Development of the Townhomes. “Property” is defined in Recital C. “Retail/Display and Outdoor Seating Area” shall mean approximately 2,600 sf of new ground floor retail in the Remaining Cannery with: (1) public view opportunities to the monitor roof portion/internal truss system of the Remaining Cannery, (2) an exhibit of historic information about the Cannery, and (3) outdoor landscaped seating area, all as further defined on the Cannery Architectural Review Approval and pursuant to Section 5.2. “Remaining Cannery” shall mean that portion of the Cannery remaining after approximately 84,000 square feet are demolished on the northeast end of the building, as shown on the Cannery Architectural Review Approval. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 38     -7- #217680639_v2 “Research and Development” or “R&D” shall mean the land use defined in Palo Alto Municipal Code section 18.04.030(a)(123) as that section read on the Effective Date. “R&D Relocation” is defined in Section 4.3(a). “Rezoning Ordinances” is defined in Recital F. “SB 330 Residential Project” is defined in Recital D. “Subsequent Applicable Rules” means the ordinances, resolutions, rules, regulations and official policies of City, as they may be adopted and effective after the Effective Date that do not conflict with the Applicable Rules, or that are expressly made applicable to the Project by this Agreement. “Subsequent Approvals” is defined in Section 4.2. “Switch Building” means those certain premises consisting of approximately 1,650 square feet of building space located at the end of the driveway adjacent to 270 Lambert Street, currently leased to Comcast of California IX, Inc. “TDM” is defined in Recital E. “TDM Plan” is defined in Recital F. “Tentative Map” is defined in Recital F. “Term” is defined in Section 3.1. “Townhomes” means the 74 market rate, for-sale townhome-style 3- and 4-bedroom residential units and related infrastructure, landscaping and circulation proposed as part of the Project as shown on the Townhomes Architectural Review Approval. “Townhomes Architectural Review Approval” is defined in Recital F. “TPA Agreement” is defined in Recital D. ARTICLE II - PROPERTY SUBJECT TO THE DEVELOPMENT AGREEMENT; BINDING EFFECT; NEGATION OF AGENCY 2.1 Property Subject to the Development Agreement. All of the Property shall be subject to this Development Agreement. Owner agrees that all persons holding legal or equitable title in the Property shall be bound by this Development Agreement. 2.2 Binding Effect. Except as otherwise expressly provided herein, the burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, the Parties and their respective assigns, heirs, or successors in interest. 2.3 Negation of Agency. The Parties acknowledge that, in entering into and performing this Agreement, each Party is acting as an independent entity and not as an agent of the other in Item 2 Attachment B-Draft Development Agreement     Packet Pg. 39     -8- #217680639_v2 any respect. Nothing contained herein or in any document executed in connection herewith shall be construed as making City and Owner joint-venturers or partners. ARTICLE III — TERM; FORCE MAJEURE; CANCELLATION 3.1 Basic Term. The term of this Agreement (the “Term”) shall commence as of the Effective Date and, unless earlier terminated in accordance with the terms hereof, shall continue in full force and effect until the Expiration Date. Upon the termination of this Agreement, no party shall have any further right or obligation hereunder except with respect to any outstanding obligation which was required to have been performed prior to such termination or with respect to any default in the performance of the provisions of this Agreement that has occurred prior to such termination or with respect to any obligations or rights that are specifically set forth as surviving this Agreement. 3.2 Force Majeure. Performance by either Party of an obligation hereunder shall be excused during any period of “Permitted Delay.” Permitted Delay shall mean delay beyond the reasonable control of a Party including, without limitation, war; insurrection; strikes and labor disputes; lockouts; riots; floods; earthquakes; fires; casualties; acts of God; acts of the public enemy; pandemics; epidemics; quarantine and public health restrictions; freight embargoes; legal challenges to this Agreement, legal challenges to the Project Approvals, or legal challenges to any other approval required from any public agency other than the City for the Project, or any initiatives or referenda regarding the same; environmental conditions, pre-existing or discovered, delaying the construction or development of the Property or any portion thereof; and moratorium as set forth in Section 3.3, so long as the Party claiming a Permitted Delay is acting diligently and in good faith. A Party’s financial inability to perform shall not be a ground for claiming a Permitted Delay. The Party claiming the Permitted Delay shall notify the other Party of its intent to claim a Permitted Delay, the specific grounds of the same and the anticipated period of the Permitted Delay within 10 business days after (i) the occurrence of the conditions which establish the grounds for the claim and (ii) the affected Party’s actual knowledge of such occurrence. The period of Permitted Delay shall last no longer than the conditions preventing performance. 3.3 Extension of Term Due to Moratoria. In the event of any publicly declared moratorium that applies to the Project under the terms of this Agreement or other interruption in the issuance of permits, approvals, agreements to provide utilities or services or other rights or entitlements by any State, or Federal governmental agency, or public utility which could postpone the construction of improvements at the Project, the term of this Development Agreement shall be extended without further act of the parties by a period equal to the duration of any such moratorium or interruption; provided, however, the total term extension under this Section 3.3 shall not exceed a total of two (2) years. Nothing in this Section is intended, however, to confer on City or any related agency any right to impose any such moratorium or interruption. 3.4 Cancellation by Mutual Consent. Except as otherwise permitted herein, this Development Agreement may be canceled in whole or in part only by the mutual consent of the City and Owner or their successors in interest, in accordance with the provisions of the City Code. Any fees paid pursuant to this Development Agreement prior to the date of cancellation shall be retained by the City, and any sums then due and owing to the City shall be paid as part of the cancellation. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 40     -9- #217680639_v2 ARTICLE IV — DEVELOPMENT OF THE PROPERTY 4.1 Vested Development Rights. City hereby grants Owner the vested right to develop the Project for the Term of this Agreement in accordance with and subject to: (a) the terms and conditions of this Agreement and the Approvals and any amendments to any of them as shall, from time to time, be approved pursuant to this Agreement; and (b) the Applicable Rules (as defined in Section 1). Nothing contained herein shall restrict the City’s discretion to approve, conditionally approve, or deny amendments or changes to the Approvals proposed by Owner. Except as is expressly provided otherwise in this Agreement, no future modifications of the following shall apply to the Project: (a)the City Comprehensive Plan or a Coordinated Area Plan, (b)the Palo Alto Municipal Code, (c)applicable laws and standards adopted by the City which purport to: (i) limit the use, subdivision, development density, design, parking ratio or plan, schedule of development of the Property or the Project in a manner inconsistent with this Agreement and the Approvals; or (ii) impose new dedications, improvements, other exactions, design features, or moratoria upon development, occupancy, or use of the Property or the Project; or (d)any other Applicable Rules. Notwithstanding Section 18.77.090, and to the extent permitted by state law, including the Subdivision Map Act (Gov. Code §§ 66410 et seq.), the Existing Approvals and Subsequent Approvals shall be extended and shall not expire during the Term of this Agreement. In the event any Approval expires by operation of law during the term of this Agreement, City agrees that it will accept, process, and review in good faith and in a timely manner a new application that is consistent with the expired Approval, which application shall be governed by the Applicable Rules. 4.2 Subsequent Approvals. Certain subsequent land use approvals, entitlements, and permits other than the Existing Approvals, will be necessary or desirable for implementation of the Project (“Subsequent Approvals”). The Subsequent Approvals may include, without limitation, the following: amendments of the Approvals, final map(s), demolition permits, grading permits, building permits, sewer and water connection permits, certificates of occupancy, and any amendments to, or repealing of, any of the foregoing. The conditions, terms, restrictions, and requirements for such Subsequent Approvals shall be in accordance with the Applicable Rules (except as otherwise provided in Article VII) and shall not prevent development of the Property for the uses provided under the Approvals, the Applicable Rules, and this Agreement (“Permitted Uses”), or reduce the density and intensity of development, or limit the rate or timing of development set forth in this Agreement, as long as Owner is not in default under this Agreement. Any subsequent discretionary action or discretionary approval initiated by Owner that is not otherwise permitted by or contemplated in the Approvals or which changes the uses, intensity, density, or building height or decreases the lot area, setbacks, parking or other entitlements Item 2 Attachment B-Draft Development Agreement     Packet Pg. 41     -10- #217680639_v2 permitted on the Property shall be subject to the rules, regulations, ordinances and official policies of the City then in effect and City reserves full and complete discretion with respect to any findings to be made in connection therewith. 4.3 Sequence of Development. The Parties acknowledge and agree that, given the existing uses and leases of the Property, certain elements of the Project will need to be approved, developed and implemented in the following certain order: (a)Construction of the Parking Garage (including the necessary relocation of an existing City of Palo Alto Utilities above-ground powerline) to allow the relocation of the existing surface parking serving the Cannery Building, Ash Building and Switch Building and (b) relocation of R&D space (for the relocation of existing R&D tenants or new R&D tenants) to the Remaining Cannery, including all necessary associated interior historic restoration and tenant improvements (to warm shell condition) to prepare for the demolition of a portion of the Cannery to accommodate the Townhomes (“R&D Relocation”). It is noted that the construction of the Parking Garage will cause vibration so in the event the Parking Garage construction commences before or during the work on the Remaining Cannery, the Parties will work in good faith to review and confirm that the Remaining Cannery’s condition is appropriate to withstand such vibration while construction continues as concurrently as possible. (b)Demolition of the portion of the Cannery Building necessary to accommodate the Townhomes and ensure no buildings located on the future new property line and completion of the exterior and any remaining interior historic restoration, Retail/Display and Outside Seating Area. (c)Recordation of final map(s) including dedication of the BMR/Park Dedication to the City, pursuant to Sections 5.3 and 6.2, and then; (d)Construction of the Townhomes (as dictated by the market); (e)Conversion of the Park Building to R&D uses may occur at any time, as dictated by the market, subject to the City’s remedies in Exhibit C and Section 9.1. 4.4 Permitted Uses. The permitted uses of the Property during the Term of this Agreement shall be as follows and as may be further defined in the applicable Rezoning Ordinances : (a)Research and Development uses shall be permitted for up to approximately 142,774 square feet of the Cannery on Lot 3, within the existing Cannery until redevelopment and within the Remaining Cannery after redevelopment consistent with the Approvals. (b)Approximately 2,600 square feet of the Remaining Cannery on Lot 3 shall be dedicated to the Retail Use/Display and Outdoor Seating Area consistent with Section 5.2. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 42     -11- #217680639_v2 (c)Most uses permitted within the ROLM District (including office uses) shall be permitted for up to 4,707 square feet in the Ash Office Building on Lot 4. (d)Multiple family residential uses shall be permitted on Lot 1 in a manner consistent with the proposed Townhomes. (e)Research and Development uses shall be permitted for up to 11,762 square feet at the Park Building on Lot 5 pursuant to Section 5.6. ARTICLE V — OWNER PROMISES 5.1 Construction of the Parking Garage and R&D Relocation. Within the deadlines set forth on Exhibit C, Owner will have submitted a good faith application and all applicable processing fees for the necessary ministerial permits (e.g., demolition, grading, building) to (a) relocate the existing City of Palo Alto Utilities above-ground powerline, (b) construct the Parking Garage and (c) complete the R&D Tenant Relocations within the Remaining Cannery consistent with the Approvals, including all applicable compliance with the Secretary of the Interior’s Standards for the Treatment of Historic Properties, and (d) demolish the applicable portion of the Cannery, all consistent with the Approvals. After all necessary permits are issued, and within the deadlines set forth on Exhibit C, Owner will have commenced and diligently complete, as concurrently as possible, (a) relocation of the existing City of Palo Alto Utilities above-ground powerline, (b) construction of the Parking Garage and (c) the R&D Relocation within the Remaining Cannery consistent with the Approvals, including all requirements of the Cannery Architectural Review Approval. Demolition of a portion of the Cannery shall proceed pursuant to Section 5.2 below. Until such time as the BMR/Park Dedication Parcel has been created and offered to the City pursuant to this Agreement, Owner will not voluntarily enter any new R&D Lease or additional extension of an Existing R&D Lease without including a clear acknowledgement and acceptance by such tenant of this Development Agreement, including the City’s remedies hereunder set forth in Section 9.1 and Exhibit C. 5.2 Demolition of Portion of Cannery and Completion of Retail/Display and Outdoor Seating Area. After the R&D Relocations and Parking Garage are complete, within the deadlines set forth in Exhibit C, Owner will have commenced and diligently completed demolition of the applicable portion of the Cannery and completed all related internal and external historic restoration/rehabilitation and the Retail/Display and Outdoor Seating Area consistent with the Approvals, including issuance by the City of all necessary final inspections. For purposes of this section, “complete and operational” shall mean that the City has issued final inspections or certificates of occupancy for the Parking Garage and final inspections and temporary certificates of occupancy for the R&D Relocation. Final certificates of occupancy for the R&D Relocation shall be issued after demolition and all related work under this Section 5.2 are complete. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 43     -12- #217680639_v2 Prior to final certificates of occupancy for the R&D Relocation, City and Owner will develop a recordable restrictive covenant (“Historic Covenant”) on the Remaining Cannery Building, including the Retail/Display and Outdoor Seating Area, for the benefit of the City, which will run with the land and be binding on successors and assigns of the Owner, in a form approved by the City Attorney, to ensure that the Remaining Cannery Building will be held, pledged, mortgaged and leased subject to and all of the following: •Rehabilitation and maintenance of the essential elements of the Remaining Cannery as provided in the Cannery Architectural Review Approval and MMRP. •The use of the Retail/Display and Outdoor Seating Area as provided in the Rezoning Ordinance. •Terms related to reasonable public opportunities to view the interior roof trusses during any tenant’s business hours (to be set by the tenant) in a manner that supports the tenant’s operations, including but not limited to reasonable accommodation for the hours appropriate for the nature of the tenant’s business, staffing, maintenance closures, reasonable number of private events, normal business requirements and events of force majeure typical to a commercial lease. The covenant will not contain any affirmative obligation to operate, provided, however, that while occupied by a tenant, the space shall be open to the public for a minimum of 100 hours per month averaged over a calendar year. •A reasonable process for the development, installation, modification and replacement of an interpretive historic display(s) both in the interior and/or exterior of the Retail/Display and Outdoor Seating Area consistent with the Cannery Architectural Review Approval to support and accommodate a commercial tenant’s operations, including reasonable times for review and response to support the tenant’s operations. •Reasonable review and approval of minor modifications of the covenant by the Planning Director and identification of material modifications that require City Council approval. •In the event the interior portion of the Retail/Display and Outdoor Seating Area is not subject to a lease and closed to public access for a period of six consecutive months following the initial certificate of occupancy, or sixty consecutive days from the last day of occupancy by a tenant, and there are no active lease negotiations nor reasonable expectation of entering a lease, the Owner will offer to the City a non-exclusive, revocable license to provide, at the City’s sole cost and expense, opportunities for members of the public to enter the interior space. The license terms will include obligations for the City to staff and secure the space against damage, loss, and third-party claims. The license will also provide for termination with 30 days’ notice in the event the Owner engages in negotiations for a lease with a tenant. The license will not provide the City with any right to make any changes or improvements to the space (AS IS/WHERE IS condition). Item 2 Attachment B-Draft Development Agreement     Packet Pg. 44     -13- #217680639_v2 •Owner notice to the City following the termination of any tenancy. •In the event the interior portion of the Retail/Display and Outdoor Seating Area is not subject to a lease and closed to public access for a period of over two consecutive years (from either the initial certificate of occupancy or from the last day of occupancy by a tenant) and there is no active lease negotiations and no reasonable expectation of entering a lease, the Owner will offer to the City the option (at the City’s sole discretion) to enter a $1 dollar per year lease, on otherwise standard triple net lease terms with the City, for a period to be set by the City and Owner for the City to provide, at its sole cost and expense, opportunities for members of the public to enter the interior space. The lease terms will include obligations to staff and secure the space against damage, loss and third party claims. The lease will not provide any right for the City to make any changes to the space without the prior written consent of the Owner, in Owner’s sole and absolute discretion. The lease will include the length of the initial term and potential extension(s). To ensure the Owner’s ability to meet any lease obligations, the City will not withhold temporary certificates of occupancy for the R&D Relocation so long as the Owner is cooperating in good faith to complete and record the Historic Covenant. 5.3 Recordation of Final Map and Dedication of BMR/Parkland Dedication Parcel. Promptly after the Parking Garage and demolition are both complete (removing the structure from the proposed new property line and relocating the surface parking) and within the deadlines set forth in Exhibit C, Owner will promptly submit and process for recordation one or more final maps (each a “Final Map”) that creates, at a minimum: (a) the Townhome Parcel; (b) the BMR/Parkland Dedication Parcel for acceptance by the City pursuant to the terms of this Agreement; and (c) all necessary easements for a multimodal connection from Portage Avenue to Park Boulevard, consistent with the City’s Bicycle and Pedestrian Master Plan or the Approvals. Conveyance to the City of the BMR/Parkland Dedication Parcel will be accomplished solely by means of City’s acceptance, as shown on the Final Map or subsequently thereto, of Owner’s offer of dedication as shown on the Final Map of the BMR/Parkland Dedication Parcel. In no event shall City require of Owner, nor be entitled to receive from Owner, dedication of the BMR/Parkland Dedication Parcel by means of a separate grant deed or other separate instrument of conveyance. 5.4 Environmental Conditions. [Placeholder: Additional detail forthcoming regarding cleanup standards and parties’ obligations under this section based on review and input from City and Owner’s environmental consultants]. 5.5 Switch Building. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 45     -14- #217680639_v2 To the extent feasible and desirable to the City, Owner shall facilitate assignment to the City of any existing lease of the Switch Building concurrent with acceptance of the BMR/Parkland Dedication Parcel by the City and a full release of Owner upon transfer. Owner shall have no obligation to modify any existing lease (other than to document an assignment to the City as the new fee owner) or incur any additional costs or liability related to the Switch Building for conveyance. Prior to conveyance to the City of the BMR/Parkland Dedication Parcel, Owner shall not voluntarily enter into or extend a lease of the Switch Building without first consulting the City. 5.6 Development of Townhomes and Park Building. Following demolition of the portion of the Cannery, recordation of the final map that includes the Townhomes and offer of dedication of the BMR/Parkland Dedication Parcel to the City, and issuance of all applicable ministerial permits, and as otherwise dictated by the market, Owner (or Owner’s assignee) may begin construction and complete the Townhomes consistent with the Approvals. Owner shall make good faith efforts to effectuate development of the Townhomes as soon as commercially practical. For each year, as part of Article VIII (Annual Review), following creation of the Townhome parcel in which construction of the townhomes has not commenced, Owner shall provide the City with a summary of its efforts to market the Townhomes and an analysis of market conditions related to the Townhomes. Because the Townhomes are intended to be fully parked on site, Owner shall incorporate or cause to be incorporated into the Covenants, Conditions, and Restrictions for the Townhomes a condition prohibiting members of the homeowners’ association from participating in any Residential Preferential Parking District that includes the Townhome parcel. Subject to the City’s remedies in Exhibit C and Section 9.1, Owner may complete, at any time dictated by the market, the conversion of use of the Park Building from automotive to R&D. At all times following demolition of the portion of the Cannery and before the Commencement of Townhome Construction, Owner shall secure the Townhome Parcel, and ensure that it is free of public nuisances. If any issues arise with maintenance, the City and Owner shall meet and confer regarding the appearance and maintenance of the site. 5.7 Transportation Demand Management Program. New non-residential uses on the Property (applicable to new tenants after the termination of the existing leases as of the Effective Date) shall be subject to the TDM Program that achieves a 15% reduction in single-vehicle-occupancy trips consistent with the Approvals. In addition, Owner shall implement, for tenants under existing leases as of the Effective Date, those elements of the TDM Program that that may be implemented by Owner without a lease amendment. The TDM Program contains contingency provisions to ensure the program can be modified as appropriate over time and the City’s approval of requested modifications to the TDM Program will not be unreasonably withheld or delayed. 5.8 Payment of Fees. (a)Development Fees, Assessments, Exactions, and Dedications. Except as provided herein, Owner shall pay all applicable City fees, including processing fees, Development Impact Fees, in-lieu fees, water and sewer connection and capacity charges and fees; assessments; Item 2 Attachment B-Draft Development Agreement     Packet Pg. 46     -15- #217680639_v2 dedication formulae; and taxes payable in connection with the development, build-out, occupancy, and use of the Project that apply uniformly to all similar developments in the City at the rates in effect at the time Owner applies for a building permit approval in connection with the Project (regardless of whether such fees, assessments, dedication formulae or taxes became effective before, on or after the Effective Date). Provided, however, Owner shall not be required to pay any new or increased Development Impact Fees adopted after the Effective Date, with the exception of increases to adjust for inflation. Additionally, Owner may elect to defer payment of Development Impact Fees for the Townhomes until construction of the Townhomes, in which case the Development Impact Fees shall be paid on a pro-rata basis (1/74th) at final inspection for each residential unit. City shall accept the dedication of the BMR/Parkland Dedication Parcel pursuant to Sections 5.3 and 6.2 and payment of the Public Benefit Fee as set forth in Section 5.8(a) in full and complete satisfaction of any and all parkland dedication requirements under Palo Alto Municipal Code Chapter 21.50 and inclusionary housing requirements under Chapter 16.65. The City acknowledges and understands that the Owner intends to market the Townhomes to third party homebuilders and that the necessary credits and documentation will be assignable to such builder(s). (b)Public Benefit Fee. Owner shall also pay a $5 million ($5,000,000.00) Public Benefit Fee to the City for its use toward affordable housing or parkland improvement in the City’s sole discretion. Owner may elect to defer payment of the Public Benefit Fee until construction of the Townhomes, in which case it shall be paid on a pro-rata basis (1/74th) at final inspection for each residential unit. However, if Commencement of Townhome Construction has not occurred within 5 (five) years of the City’s acceptance of the BMR/ Parkland Dedication Parcel, the Public Benefit Fee shall be increased in accordance with the increase in the Construction Cost Index for the San Francisco Bay Area from the Effective Date to the date of payment or partial payment, until payment in full. If final inspections for the Townhomes have not been approved by the Expiration Date, Owner shall pay the full Public Benefit Fee to the City on or before the Expiration Date. The City acknowledges and understands that the Owner intends to market the Townhomes to third party homebuilders and that the obligation to pay the Public Benefit Fee will be assignable to such builder(s) pursuant to Article XII. ARTICLE VI — CITY PROMISES 6.1 Processing of Subsequent Approvals Provided Owner is not in default of this Agreement, City shall promptly accept, review and shall not deny or unreasonably delay any Subsequent Approval, including all ministerial permits and inspections, necessary to the exercise of the rights vested in the Owner by this Agreement and all permits and approvals necessary to relocate the existing above-ground powerline necessary for construction of the Parking Garage. The Parties acknowledge and agree that the City’s compliance with this obligation directly and materially relates to the Owner’s ability to timely perform its obligations under this Agreement. 6.2 Acceptance of BMR/Parkland Dedication Parcel Item 2 Attachment B-Draft Development Agreement     Packet Pg. 47     -16- #217680639_v2 Provided Owner is not in default under this Agreement, and subject to Section 5.3, City shall expeditiously and in good faith review and accept Owner’s offer of dedication for the BMR/Parkland Dedication Parcel as such offer is set forth on the Final Map. Following such offer of dedication, City shall promptly review and act upon any Subsequent Approvals for the Townhomes, whether or not the City has completed its review and acceptance of the BMR/Parkland Dedication Parcel. The Parties further acknowledge and agree that: (a) subject only to, and without limiting, the provisions of Section 5.4 and this Section 6.2, Owner makes no representation or warranty, express or implied, regarding the title, physical, environmental, or legal condition of BMR/Parkland Dedication Parcel or its fitness or suitability for any particular purpose or use and City accepts dedication, title, and ownership of the BMR/Parkland Dedication Parcel in its “AS IS” and ‘WITH ALL FAULTS” condition; (b) City shall not be required to accept title to the BMR/Parkland Dedication Parcel subject to any deeds of trust or other monetary liens or encumbrances; (c) without limiting the foregoing, City accepts dedication, title, and ownership of the BMR/Parkland Dedication Parcel subject to (i) all matters of record, including easements, encumbrances, covenants, conditions, restrictions, reservations, and rights-of-way; (ii) installments of general and special real property taxes and assessments not then delinquent; (iii) any encumbrance or possessory interest arising from the acts of City; and (iv) matters that would have been disclosed by an inspection or a survey; and (d) except as otherwise expressly set forth in this Agreement, City shall be solely responsible for all costs and expenses attendant upon the transfer of title to the BMR/Parkland Dedication Parcel from Owner to City. ARTICLE VII - EXCEPTIONS AND EXCLUSIONS 7.1 Subsequent Applicable Rules Notwithstanding anything to the contrary in this Agreement, the following Subsequent Rules that are adopted on a general, City-wide or North Ventura Coordinated Area Plan-wide basis shall apply to development of the Property (“Subsequent Applicable Rules”): (a)Subsequent Rules that relate to hearing bodies, petitions, applications, notices, findings, records, hearings, reports, recommendations, appeals and any other matter of procedure imposed at any time, provided such Subsequent Rules are uniformly applied throughout the City or the North Ventura Coordinated Area Plan area to all substantially similar types of development projects and properties, and such procedures are not inconsistent with procedures set forth in the Approvals or this Agreement. (b)Subsequent Rules that are determined by City to be reasonably required in order to protect occupants of the Project, and/or residents of the City, from a condition dangerous to their health or safety, or both. This Section 7.1 is not intended to be used for purposes of general welfare or to limit the intensity of development or use of the Property but to protect and recognize the authority of the City to deal with material endangerments to persons on the Property not adequately addressed in the Approvals. (c)Subsequent Rules that do not conflict with the Applicable Rules, this Agreement or the Approvals, provided such Subsequent Rules are uniformly applied throughout the City or the North Ventura Coordinated Area Plan area to all substantially similar types of development projects and properties; and Item 2 Attachment B-Draft Development Agreement     Packet Pg. 48     -17- #217680639_v2 (d)Other Subsequent Rules that do not apply to the Property and/or the Project due to the limitations set forth above, but only to the extent that such Subsequent Rules are accepted in writing by Owner in its sole discretion. 7.2 Supervening Rules of Other Governmental Agencies If any governmental entity or agency other than the City passes a law or regulation after the Effective Date which prevents or precludes compliance with one (1) or more provisions of this Agreement or requires changes in plans, maps, or permits approved by the City notwithstanding the existence of this Agreement, then the provisions of this Agreement shall, to the extent feasible, be modified or suspended as may be necessary to comply with such new law or regulation. Immediately after enactment of any such new law or regulation, the parties shall meet and confer in good faith to determine the feasibility of any such modification or suspension based on the effect such modification or suspension would have on the purposes and intent of this Agreement. In addition, Owner shall have the right to challenge the new law or regulation preventing compliance with the terms of this Agreement, and, to the extent such challenge is successful, this Agreement shall remain unmodified and in full force and effect; provided, however, that Owner shall not develop the Project in a manner clearly inconsistent with a new law or regulation applicable to the Project and adopted by any governmental entity or agency other than the City, except to the extent that enforcement of such law or regulation is stayed or such law or regulation is repealed or declared unenforceable or such law or regulation is not applicable to projects as to which a development agreement has been executed. 7.3 Building Codes. The Project shall be constructed in accordance with the provisions of the California Building Code, Green Building Code, Mechanical, Plumbing, Electrical, and Fire Codes as adopted and amended by the City, City standard construction specifications and Title 24 of the California Code of Regulations, relating to building standards, in effect at the time of approval of the appropriate building, grading or other construction permits for the Project. Those codes, as modified from time to time, are Subsequent Applicable Rules. 7.4 Utility Services. This Agreement does not limit the power and right of the City to adopt and amend from time to time rules and procedures governing the provision and use of utility services provided by the City. These rules, as modified from time to time, are Subsequent Applicable Rules. 7.5 No General Limitation of Future Exercise of Power This Agreement does not limit the power and right of the City to adopt and amend from time to time rules and procedures governing the provision and use of utility services provided by the City. 7.6 Alternative Approvals. Notwithstanding any provisions in this Development Agreement, Owner may apply for, and the City may thereafter review and grant, in accordance with applicable law: (i) amendments Item 2 Attachment B-Draft Development Agreement     Packet Pg. 49     -18- #217680639_v2 or modifications to the Approvals; or (ii) other approvals (“Alternative Approvals”) for the development of the Property in a manner other than that described in the Approvals. The issuance of any Alternative Approval which approves a change in the Permitted Uses, density or intensity of use, height or size of buildings, provisions for reservation and dedication of land, conditions, terms, restrictions, and requirements relating to subsequent discretionary actions, monetary contributions by the Owner, or in any other matter set forth in this Development Agreement, shall not require or constitute an amendment to this Development Agreement, unless Owner and the City desire that such Alternative Approvals also be vested pursuant to this Development Agreement. If this Development Agreement is not so amended, it shall continue in effect unamended, although Owner shall also be entitled to develop the Property in accordance With the Alternative Approvals granted by the City, without such permits and approvals being vested hereby. ARTICLE VIII - ANNUAL REVIEW 8.1 Annual Review. The annual review required by California Government Code, Section 65865.1 shall be conducted pursuant to Resolution No. 7104 by the City’s Planning Director every twelve (12) months from the Effective Date for compliance with the provisions hereof (the “Annual Review”). The Planning Director shall notify Owner in writing of any evidence which the Planning Director deems reasonably required from Owner in order to demonstrate good-faith compliance with the terms of this Development Agreement. Such annual review provision supplements, and does not replace, the provisions of Article IX below whereby either the City or Owner may, at any time, assert matters which either party believes have not been undertaken in accordance with this Development Agreement by delivering a written Notice of Breach and following the procedures set forth in said Section 9.2. Owner shall pay the City’s actual costs for its performance of the Annual Review, including staff time if and to the extent that more than two (2) hours of staff time is required to perform the annual review. ARTICLE IX - DEFAULT, REMEDIES, TERMINATION 9.1 Remedies for Breach. City and Owner acknowledge that the purpose of this Development Agreement is to carry out the parties’ objectives and local, regional, and Statewide objectives by developing the Project. The parties acknowledge that City would not have entered into this Development Agreement had it been exposed to damage claims from Owner for any breach thereof. As such, the parties agree that in no event shall Owner be entitled to recover any actual, consequential, punitive, or other monetary damages against City for breach of this Development Agreement. Therefore, City and Owner agree that, in the event of a breach of this Development Agreement, each of the parties hereto may pursue the following: (a) specific performance; (b) suits for declaratory or injunctive relief; (c) suits for mandamus or special writs; or (d) cancellation of this Development Agreement and Approvals, as set forth in Exhibit C. In addition to the foregoing remedies, City shall be entitled to recover monetary damages with respect to actual monetary amounts payable by Owner under this Development Agreement. In no event will the City be entitled to consequential or punitive damages from Owner. All of the above remedies shall be cumulative and not exclusive of one another, and the exercise of any one (1) or Item 2 Attachment B-Draft Development Agreement     Packet Pg. 50     -19- #217680639_v2 more of these remedies shall not constitute a waiver or election with respect to any other available remedy. 9.2 Notice of Breach. (a)Prior to the initiation of any action for relief specified in Section 9.1 above because of an alleged breach of this Development Agreement, the party claiming breach shall deliver to the other party a written notice of breach (a “Notice of Breach”). The Notice of Breach shall specify with reasonable particularity the reasons for the allegation of breach and the manner in which the alleged breach may be satisfactorily cured. (b)The breaching party shall cure the breach within thirty (30) days following receipt of the Notice of Breach; provided, however, if the nature of the alleged breach is nonmonetary and such that it cannot reasonably be cured within such thirty (30) day period, then the commencement of the cure within such time period and the diligent prosecution to completion of the cure thereafter at the earliest practicable date shall be deemed to be a cure, provided that if the cure is not so diligently prosecuted to completion, then no additional cure period shall be required to be provided. If the alleged failure is cured within the time provided above, then no default shall exist, and the noticing party shall take no further action to exercise any remedies available hereunder. If the alleged failure is not cured, then a default shall exist under this Development Agreement and the non-defaulting party may exercise any of the remedies available under this Development Agreement. (c)If, in the determination of the alleged breaching party, such event does not constitute a breach of this Development Agreement, the party to which the Notice of Breach is directed, within thirty (30) days of receipt of the Notice of Breach, shall deliver to the party giving the Notice of Breach a notice (a “Compliance Notice”) which sets forth with reasonable particularity the reasons that a breach has not occurred. 9.3 Applicable Law. This Development Agreement shall be construed and enforced in accordance with the laws of the State of California without reference to its choice of laws rules. ARTICLE X —- AMENDMENTS 10.1 Modification Because of Conflict with State or Federal Laws. (a)In the event that State or Federal laws or regulations enacted after the Effective Date of this Development Agreement prevent or preclude compliance with one (1) or more provisions of this Development Agreement or require changes in plans, maps, or permits approved by City, such modifications shall be governed by the provisions of Section 4.2 and Article VII. Any such amendment or suspension of this Development Agreement shall be approved by the City Council in accordance with the City Code and this Development Agreement and by Owner. (b)In the event changes in State or Federal laws or regulations substantially interfere with Owner’s ability to carry out the Project, as the Project has been approved, or with the ability of either party to perform its obligations under this Development Agreement, the parties Item 2 Attachment B-Draft Development Agreement     Packet Pg. 51     -20- #217680639_v2 agree to negotiate in good faith to consider mutually acceptable modifications to such obligations to allow the Project to proceed as planned to the extent practicable. 10.2 Amendment by Mutual Consent. This Development Agreement may be amended in writing from time to time by mutual consent of City and Owner, subject to approval by the City Council (except as otherwise provided herein), and in accordance with the procedures of State law and the City Code. 10.3 City Costs for Review. During the Term of this Development Agreement, Owner shall promptly reimburse City for costs incurred by City to have its staff, consultant, or outside counsel review, approve, or issue assignments, estoppel certificates, transfers, amendments to this Development Agreement, and the like. Owner’s obligations under this Section 10.3 shall survive expiration or earlier termination of this Development Agreement. 10.4 Minor Amendments. (a)The parties acknowledge that the provisions of this Development Agreement require a close degree of cooperation between City and Owner, and, during the course of implementing this Development Agreement and developing the Project, refinements and clarifications of this Development Agreement may become appropriate and desired with respect to the details of performance of City and Owner. If, and when, from time to time, during the Term of this Development Agreement, City and Owner agree that such a refinement is necessary or appropriate, City and Owner shall effectuate such refinement through a minor amendment or operating memorandum (the “Operating Memorandum”) approved in writing by City and Owner, which, after execution, shall be attached hereto as an addendum and become a part hereof. Any Operating Memorandum may be further refined from time to time as necessary with future approval by City and Owner. No Operating Memorandum shall constitute an amendment to this Development Agreement requiring public notice or hearing. (b)Notwithstanding the provisions of Section 10.4, and by way of illustration but not limitation of the above criteria for an Operating Memorandum, any refinement of this Development Agreement which does not affect: (a) the Term of the Development Agreement as provided in Section 3.1; (b) the right to develop, and Permitted Uses of, the Property as provided in this Development Agreement; (c) the general location of on-site and off-site improvements; (d) the density or intensity of use of the Project; (e) the maximum height or size of proposed buildings; (f) monetary contributions by Owner as provided in this Development Agreement; or (g) material modifications to public view opportunities of the monitor roofs/interior trusses of the Cannery Building or material modifications to essential historic elements of the Cannery Building as defined in Section 5.2, shall be deemed suitable for an Operating Memorandum and shall not, except to the extent otherwise required by law, require notice or public hearing before either the Planning Director or the City Council before the parties may execute the Operating Memorandum; provided, that such amendment shall first be approved by Owner and the Community Development Director (or if the City does not then have a Planning Director, then by the holder of the position which includes the majority of the planning responsibilities held, as of the date of this Development Agreement, by the Planning Director); and provided further, that the Planning Director (or substitute) in consultation with the City Attorney shall make the determination on behalf of City whether a requested refinement may be effectuated pursuant to this Section 10.4 or whether the Item 2 Attachment B-Draft Development Agreement     Packet Pg. 52     -21- #217680639_v2 requested refinement is of such a character to constitute an major modification hereof pursuant to Section 10.4. The Planning Director (or substitute) shall be authorized to execute any Operating Memoranda hereunder on behalf of City. Minor modifications to the Project as to the location, operational design, or requirements for maintenance of improvements shall be suitable for treatment through Operating Memoranda subject to the provisions of this Section 10.4, and not “major modifications” subject to the provisions of Section 10.5. 10.5 Amendment of Approvals. Approval of any major modifications to the Project or Approvals requires City Council approval and the approval of Owner. Any of the following amendments to Approvals shall be deemed a “major modification” and shall require an amendment of this Development Agreement: (a) the term of the Development Agreement as provided in Section 3.1; (b) the right to develop, and Permitted Uses of, the Property as provided in this Development Agreement; (c) the general location of on-site and off-site improvements; (d) the density or intensity of use of the Project; (e) the maximum height or size of proposed buildings; (f) monetary contributions by Owner as provided in this Development Agreement; or (g) material modifications to the public view opportunities of the monitor roof/interior trusses of the Cannery Building or material modifications to essential historic elements of the Cannery Building as defined in Section 5.2. Such amendment shall be limited to those provisions of this Development Agreement, which are implicated by the amendment of the Approvals. Any other amendment of the Approvals shall not require amendment of this Development Agreement unless the amendment of the Approvals relates specifically to some provision of this Development Agreement. ARTICLE XI — COOPERATION AND IMPLEMENTATION 11.1 Cooperation. It is the parties’ express intent to cooperate with one another and to diligently work to implement this Agreement in a manner that ensures that all Parties realize the intended benefits of the Agreement. 11.2 City Processing. (a)By City. City will not use its discretionary authority in considering any application for a Subsequent Approval to change the policy decisions reflected by this Development Agreement or otherwise to prevent or delay development of the Project. The City shall cooperate with Owner in a reasonable and expeditious manner, in compliance with the deadlines mandated by applicable statutes or ordinances, to complete, at Owner’s expense, all steps necessary for implementation of this Development Agreement and development of the Project in accordance herewith, including, without limitation, in performing the following functions to process the Project: (i)Scheduling all required public hearings by the City Council, Planning Commission, Architectural Review Board, or other City bodies in accordance with the City’s regularly established meeting schedule for these bodies; and (ii)Processing and checking all maps, plans, land use permits, building plans and specifications, and other plans relating to development of the Project filed by Owner or its nominees. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 53     -22- #217680639_v2 (b)By Owner. When Owner elects to proceed with construction of the Project or any part thereof, Owner, in a timely manner, shall provide City with all documents, applications, plans, and other information necessary for City to carry out its obligations hereunder, and Owner shall cause its planners, engineers, and all other consultants to submit in a timely manner all necessary materials and documents. 11.3 Other Governmental Permits. Owner shall apply prior to the expiration of the Term of this Development Agreement for approvals which may be required from other governmental or quasi-governmental agencies having jurisdiction over the Project as may be required for the development of, or provision of services to, the Project. City shall cooperate reasonably with Owner in its endeavors to obtain such permits and approvals at no cost to City. If such cooperation by City requires the approval of the City Council, such approval cannot be predetermined because decisions are made by a majority vote of the City Council. ARTICLE XII — TRANSFERS AND ASSIGNMENTS 12.1 Transfers and Assignments. Owner may assign this Development Agreement with the express written consent of City, which consent shall not be unreasonably withheld, conditioned, or delayed. Owner may assign this Development Agreement in whole or in part as to the Property, in connection with any sale, transfer, or conveyance thereof, and upon the express written assignment by Owner and assumption by the assignee by an assignment and assumption agreement in substantially the form of Exhibit D, subject to prior approval of the City Manager and City Attorney, which approval shall not be unreasonably withheld or delayed, and the conveyance of Owner’s interest in the Property related thereto. Upon execution of an assignment and assumption agreement, Owner shall be released from any further liability or obligation hereunder related to the portion of the Property so conveyed and the assignee shall be deemed to be the “Owner,” with all rights and obligations related thereto, with respect to such conveyed property. 12.2 Covenants Run with the Land. All of the provisions, agreements, rights, powers, standards, terms, covenants, and obligations contained in this Development Agreement shall be binding upon the parties and their respective heirs, successors (by merger, consolidation, or otherwise), and assigns, devisees, administrators, representatives, lessees, and all of the persons or entities acquiring the Property or any portion thereof, or any interest therein, whether by operation of law or in any manner whatsoever, including foreclosure or deed in lieu of foreclosure, and shall inure to the benefit of the parties and their respective heirs, successors (by merger, consolidation, or otherwise), and assigns. All of the provisions of this Development Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land pursuant to applicable law, including, but not limited to, Section 1468 of the Civil Code of the State of California. Each covenant to do or refrain from doing some act on the Property hereunder, or with respect to any City-owned property: (a) is for the benefit of such properties and is a burden upon such property; (b) runs with such properties; (c) is binding upon each party and each successive owner during its ownership of such properties or any portion thereof, and each person or entity having any interest therein derived in any manner through any owner of such properties, or any portion thereof; and (d) shall benefit each property hereunder, and each other person or entity succeeding to an interest in such properties. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 54     -23- #217680639_v2 ARTICLE XIII — MORTGAGE PROTECTION; CERTAIN RIGHTS OF CURE 13.1 Mortgage Protection. This Development Agreement shall be superior and senior to any lien placed upon the Property or any portion thereof after the date of recording this Development Agreement, including the lien of any deed of trust or mortgage (“Mortgage”). Notwithstanding the foregoing, no breach hereof shall defeat, render invalid, diminish, or impair the lien of any Mortgage made in good faith and for value, but all of the terms and conditions contained in this Development Agreement shall be binding upon and effective against any person or entity, including any deed of trust beneficiary or mortgagee (“Mortgagee”) who acquires title to the Property, or any portion thereof, by foreclosure, trustee’s sale, deed in lieu of foreclosure, or otherwise. 13.2 Mortgagee Not Obligated. Notwithstanding the provisions of Section 13.1 above, no Mortgagee shall have any obligation or duty under this Development Agreement to construct or complete the construction of improvements or to guarantee such construction or completion; provided, however, a Mortgagee shall not be entitled pursuant to this Development Agreement to devote the Property to any uses or to construct any improvements thereon other than those uses or improvements provided for or authorized by this Development Agreement or otherwise under the Approvals. Nothing in this Section 13.2 shall prevent or impair the right of any Mortgagee to apply to City for the approval of entitlements to construct other or different improvements than the Project, although this Development Agreement shall not be construed to obligate City to approve such applications, and City retains full and complete discretion with respect to consideration of any such applications for approval. 13.3 Notice of Default to Mortgagee. If City receives a notice from a Mortgagee requesting a copy of any notice of default given Owner hereunder and specifying the address for service thereof, then City shall deliver to such Mortgagee, concurrently with service thereon to Owner, any Notice of Breach given to Owner with respect to any claim by City that Owner has committed an event of default, and, if City makes a determination of noncompliance hereunder, City shall likewise serve notice of such noncompliance on such Mortgagee concurrently with service thereon on Owner. Each Mortgagee shall have the right during the same period available to Owner to cure or remedy, or to commence to cure or remedy, the event of default claimed or the areas of noncompliance set forth in City’s Notice of Breach. ARTICLE XIV — GENERAL PROVISIONS 14.1 Project is a Private Undertaking. It is specifically understood and agreed by the parties that the development contemplated by this Development Agreement is a private development, that City has no interest in or responsibility for or duty to third persons concerning any of said improvements, and that Owner shall have full power over the exclusive control of the Property herein described subject only to the limitations and obligations of Owner under this Development Agreement. 14.2 Notices, Demands, and Communications between the Parties. Formal written notices, demands, correspondence, and communications between City and Owner will be sufficiently given if dispatched by first-class mail, postage prepaid, or overnight courier, to the offices of the City and Owner indicated below. Such written notices, demands, correspondence, Item 2 Attachment B-Draft Development Agreement     Packet Pg. 55     -24- #217680639_v2 and communications may be sent in the same manner to such persons and addresses as either party may from time to time designate by mail as provided in this Section: City: City Manager City of Palo Alto 250 Hamilton Avenue Palo Alto, California 94301 with copies to: City Attorney City of Palo Alto, 8th Floor 250 Hamilton Avenue Palo Alto, California 94301 Director of Planning and Development Services City of Palo Alto, 5th Floor 250 Hamilton Avenue Palo Alto, California 94301 Owner: SI 45, LLC Attn: Tim Steele and Robert Tersini c/o The Sobrato Organization 599 Castro Street, Suite 400 Mountain View, CA 94041 With a copy to: Holland & Knight Attn: Tamsen Plume 560 Mission Street, 19th Floor San Francisco, CA 941051 Notices delivered by deposit in the United States mail as provided above shall be deemed to have been served forty-eight (48) hours after the date of deposit or if sent via overnight courier on the next business day. 14.3 Severability. Except as otherwise provided herein, if any provision of this Development Agreement is held invalid, the remainder of this Development Agreement shall not be affected and shall remain in full force and effect unless amended or modified by mutual consent of the parties. 14.4 Section Headings. Article and Section headings in this Development Agreement are for convenience only and are not intended to be used in interpreting or construing the terms, covenants, or conditions of this Development Agreement. 14.5 Entire Agreement. This Development Agreement, including the Recitals and the Attachments to this Development Agreement which are each incorporated herein by reference, constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof. The Attachments are as follows: Item 2 Attachment B-Draft Development Agreement     Packet Pg. 56     -25- #217680639_v2 Exhibit A Legal Description Exhibit B Plat Exhibit C Schedule and Parties Obligations and Remedies for Default or Breach Exhibit D [Form of] Assignment and Assumption Agreement 14.6 Estoppel Certificate. Either party may, at any time, and from time to time, deliver written notice to the other party requesting such party to certify in writing that, to the knowledge of the certifying party: (a) this Development Agreement is in full force and effect and a binding obligation of the parties; (b) this Development Agreement has not been amended or modified orally or in writing, and, if so amended, identifying the amendments; (c) the requesting party is not in default in the performance of its obligations under this Development Agreement, or if in default, to describe therein the nature and amount of any such defaults; and (d) any other matter reasonably requested by the requesting party. The party receiving a request hereunder shall execute and return such certificate or give a written, detailed response explaining why it is not obligated to do so within twenty (20) business days following the receipt thereof. Either the City Manager or the Planning Director of City shall have the right to execute any certificate requested by Owner hereunder. City acknowledges that a certificate hereunder may be relied upon by transferees and Mortgagees. 14.7 Statement of Intention. Because the California Supreme Court held in Pardee Construction Co. v. City of Camarillo, 37 Ca1.3d 465 (1984), that the failure of the parties therein to provide for the timing of development resulted in a later adopted initiative restricting the timing of development and controlling the parties’ agreement, it is the intent of City and Owner to hereby acknowledge and provide for the right of Owner to develop the Project in such order and at such rate and times as Owner deems appropriate within the exercise of its sole and subjective business judgment, subject to the terms of this Development Agreement. City acknowledges that such a right is consistent with the intent, purpose, and understanding of the parties to this Development Agreement, and that without such a right, Owner’s development of the Project would be subject to the uncertainties sought to be avoided by the Government Code Sections 65864 et seq. Development Agreement Legislation and this Development Agreement. 14.8 Indemnification and Hold Harmless. Owner shall indemnify, defend (with counsel reasonably acceptable to City) and hold harmless City and its elected and appointed officials, officers, employees, contractors, agents, and representatives (individually, a “City Party,” and, collectively, “City Parties”) from and against any and all liabilities, obligations, orders, claims, damages, fines, penalties and expenses, including reasonable attorneys’ fees and costs (collectively, “Claims”), including Claims for any bodily injury, death, or property damage, resulting directly or indirectly from the development, construction, or operation of the Project and, if applicable, from failure to comply with the terms of this Development Agreement, and/or from any other acts or omissions of Owner under this Development Agreement, whether such acts or omissions are by Owner or any of Owner’s contractors, subcontractors, agents, or employees; provided that Owner’s obligation to indemnify and hold harmless (but not Owner’s duty to defend) shall be limited (and shall not apply) to the extent such Claims are found to arise from the gross negligence or willful misconduct of a City Party. This Section 14.8 includes any and all present and future Claims arising out of or in any way connected with Owner’s or its contractors’ obligations to comply with any applicable State Labor Code requirements and implementing regulations of the Department of Industrial Relations pertaining to “public works” (collectively, Item 2 Attachment B-Draft Development Agreement     Packet Pg. 57     -26- #217680639_v2 “Prevailing Wage Laws”), including all claims that may be made by contractors, subcontractors, or other third-party claimants pursuant to Labor Code Sections 1726 and 1781. Owner’s obligations under this Section 14.8 shall survive expiration or earlier termination of this Development Agreement. 14.9 Recordation. Promptly after the Effective Date of this Development Agreement, the City Clerk shall have this Development Agreement recorded in the Official Records of Santa Clara County, California. If the parties to this Development Agreement or their successors in interest amend or cancel this Development Agreement as hereinabove provided, or if City terminates or modifies this Development Agreement as hereinabove provided, the City Clerk shall record such amendment, cancellation, or termination instrument in the Official Records of Santa Clara County, California. 14.10 No Waiver of Police Powers or Rights. Except as expressly provided in this Agreement, in no event shall this Development Agreement be construed to otherwise limit in any way City’s rights, powers, or authority under the police power and other powers of City to regulate or take any action in the interest of the health, safety, and welfare of its citizens. 14.11 City Representations and Warranties. City represents and warrants to Owner that, as of the Effective Date: (a)City is a California charter city and municipal corporation and has all necessary powers under the laws of the State of California to enter into and perform the undertakings and obligations of City under this Development Agreement. (b)The execution and delivery of this Development Agreement and the performance of the obligations of City hereunder have been duly authorized by all necessary City Council action, and all necessary City approvals have been obtained. (c)This Development Agreement is a valid obligation of City and is enforceable in accordance with its terms. During the Term of this Development Agreement, City shall, upon learning of any fact or condition which would cause of any of the warranties and representations in this Section 14.11 not to be true, immediately give written notice of such fact or condition to Owner. 14.12 Owner Representations and Warranties. Owner represents and warrants to City that, as of the Effective Date: (a)Owner is duly organized and validly existing under the laws of the State of California, and is in good standing, and has all necessary powers under the laws of the State of California to own property interests and in all other respects enter into and perform the undertakings and obligations of Owner under this Development Agreement. (b)The execution and delivery of this Development Agreement and the performance of the obligations of Owner hereunder have been duly authorized by all necessary corporate action and all necessary corporate authorizations have been obtained. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 58     -27- #217680639_v2 (c)This Development Agreement is a valid obligation of Owner and is enforceable in accordance with its terms. (d)Owner has not: (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Owner’s creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially all, of Owner’s assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Owner’s assets; or (v) admitted in writing its inability to pay its debts as they come due. During the Term of this Development Agreement, Owner shall, upon learning of any fact or condition which would cause any of the warranties and representations in this Section 14.12 not to be true, immediately give written notice of such fact or condition to City. 14.13 Counterparts. This Development Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 14.14 Waivers. Notwithstanding any other provision in this Development Agreement, any failures or delays by any party in asserting any of its rights and remedies under this Development Agreement shall not operate as a waiver of any such rights or remedies or deprive any such party of its right to institute and maintain any actions or proceedings which it may deem necessary to protect, assert, or enforce any such rights or remedies. A party may specifically and expressly waive in writing any condition or breach of this Development Agreement by the other party, but no such waiver shall constitute a further or continuing waiver of any preceding or succeeding breach of the same or any other provision. Consent by one party to any act or failure to act by the other party shall not be deemed to imply consent or waiver of the necessity of obtaining such consent for the same or similar acts or failures to act in the future. 14.15 Time is of the Essence. Time is of the essence of this Development Agreement and of each and every term and condition hereof. All references to time in this Development Agreement shall refer to the time in effect in the State of California. 14.16 Venue. Any legal action regarding this Development Agreement shall be brought in the Superior Court for Santa Clara County, California.. 14.17 Surviving Provisions. In the event this Development Agreement is terminated, neither party shall have any further rights or obligations hereunder, except for those obligations of Owner which by their terms survive expiration or termination hereof, including, but not limited to, those obligations set forth in Sections 10.3 and 14.8. 14.18 Construction of Agreement. All parties have been represented by counsel in the preparation and negotiation of this Development Agreement, and this Development Agreement shall be construed according to the fair meaning of its language. The rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be employed in interpreting this Development Agreement. Unless the context clearly requires otherwise: (a) the plural and singular numbers shall each be deemed to include the other; (b) the masculine, feminine, and neuter genders shall each be deemed to include the others; (c) “shall,” “will,” or “agrees” are Item 2 Attachment B-Draft Development Agreement     Packet Pg. 59     -28- #217680639_v2 mandatory, and “may” is permissive; (d) “or” is not exclusive; (e) “includes” and “including” are not limiting; and (f) “days” means calendar days unless specifically provided otherwise. IN WITNESS WHEREOF, City and Owner have executed this Development Agreement as of the date first written above. Signatures to follow on next page Item 2 Attachment B-Draft Development Agreement     Packet Pg. 60     -29- #217680639_v2 “City”: CITY OF PALO ALTO, a California charter city and municipal corporation By: Name: Title: Attest: Name: Title: APPROVED AS TO FORM: Name: Title: Item 2 Attachment B-Draft Development Agreement     Packet Pg. 61     -30- #217680639_v2 “Owner”: SI 45, LLC, a California limited liability company By: Name: Title: Item 2 Attachment B-Draft Development Agreement     Packet Pg. 62     -31- #217680639_v2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } } ss. County of Santa Clara } On ______________________________, before me, ___________________, a Notary Public in and for said County and State, 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 is true and correct. WITNESS my hand and official seal NOTARY PUBLIC, STATE OF CALIFORNIA My Commission #_______________ Expires: _____________________ Item 2 Attachment B-Draft Development Agreement     Packet Pg. 63     HK Rev 4 5 23; City 5 11 23; HK 5 23 23 #217680639_v2 CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California } } ss. County of Santa Clara } On ______________________________, before me, ___________________, a Notary Public in and for said County and State, 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 is true and correct. WITNESS my hand and official seal NOTARY PUBLIC, STATE OF CALIFORNIA My Commission #_______________ Expires: _____________________ Item 2 Attachment B-Draft Development Agreement     Packet Pg. 64     -1- #217680639_v2 EXHIBIT A LEGAL DESCRIPTION Real property in the City of Palo Alto, County of Santa Clara, State of California, described as follows: Item 2 Attachment B-Draft Development Agreement     Packet Pg. 65     -2- #217680639_v2 EXHIBIT B PLAT Item 2 Attachment B-Draft Development Agreement     Packet Pg. 66     -3- #217680639_v2 EXHIBIT C SCHEDULE OF PARTIES’ OBLIGATIONS AND REMEDIES FOR DEFAULT OR BREACH #Deadline Owner and City Phasing Obligations and Remedies 1 Ongoing from Effective Date to completion of Townhomes. Owner to provide regular updates to the City regarding the status of the Project, permitting, construction and marketing efforts, and City to provide the Owner with regular updates regarding the status of any permits or approvals under review. Prior to Physical Work Commencing. 2 Within 90 Days of Effective Date Owner has prepared and submitted applications, including all applicable application fees, for the necessary ministerial permits for Phase A as described in the Project Approvals, including (i) relocation of the City’s above ground powerline, (ii) the Parking Garage, (iii) the rehabilitation/renovation of the Remaining Cannery (including the Retail/Display and Outdoor Seating Area), and (iv) demolition of the portion of the Cannery (the “Phase A Work”) consistent with this Agreement and the Approvals. City’s exclusive remedy for an Owner’s failure to meet this deadline for this Section is termination of the Agreement and Approvals. The City will accept and process such permit applications expeditiously and in good faith pursuant to Section 6.1. Owner’s exclusive remedy for the City’s Default in processing is (1) specific performance and (2) an extension to this and all remaining deadlines in this schedule. 3 Within 90 days of the City issuance of a permit ready letter(s) for all Phase Owner has Commenced Construction on the Phase A Work. For the purposes of this Section, “Commenced Construction” Item 2 Attachment B-Draft Development Agreement     Packet Pg. 67     -4- #217680639_v2 #Deadline Owner and City Phasing Obligations and Remedies A work (upon Owner’s payment of all applicable fees) to Owner. means the Owner has obtained all necessary ministerial permits (including the payment of all applicable fees), entered a construction contract and started physical grading and/or site preparation work related to the Phase A Work. City’s exclusive remedy for an Owner’s failure to meet this deadline for this Section is termination of the Agreement and Approvals. Once Owner Commences Construction on the Phase A Work, as long as the Owner is in good faith compliance with all applicable permits related to such work, the City will no longer have the right to terminate the Approvals (as opposed to the Agreement). In the event Owner Abandons the Phase A Work, the City retains the right to terminate both the Agreement and the Approvals. For the purposes of this Section “Abandons” means the Owner has stopped all work for more than 180 consecutive days without a good faith reason, extension or Event of Force Majeure. The City will issue such permits, subject to Owner’s submittal of all required plans, information and fees, expeditiously and in good faith pursuant to Section 6.1. Owner’s exclusive remedy for the City’s Default in issuing permits requested by Owner is (1) specific performance and (2) an extension to this and all remaining deadlines in this schedule. After Physical Work Commences, but Prior to Recordation Final Map Creating Townhome Parcel and BMR/Park Dedication Parcel. 4 24 months from Commencement of Construction of the Phase A Work. Owner has completed the Parking Garage (meaning the City has issued a final inspection and cars are allowed to Item 2 Attachment B-Draft Development Agreement     Packet Pg. 68     -5- #217680639_v2 #Deadline Owner and City Phasing Obligations and Remedies park in the structure in the normal course) and completed Demolition of the applicable portion of the Cannery. For the purposes of this Section “Demolition” means either that (i) the portion of the building is removed so that there is no longer a building over a new property line creating the Townhome Parcel or (ii) the City approves the recordation of the Final Map creating the Townhome Parcel with the portion of the Cannery to remain vacant and unoccupied on the property line until issuance of build permit for the Townhomes. City’s exclusive remedies for an Owner’s failure to meet this deadline for this Section are (1) specific performance; (2) termination of the Agreement, and/or (3) the City may withhold occupancy permits for New R&D uses in the Remaining Cannery, and/or Park Building. For the purpose of this Section “New” means a use that is not subject to an existing lease as of the Effective Date. If a New R&D use has occupied the Park Building (subject to the required notices to such tenant of the requirements of this Agreement), the City also has the remedy to require such user to cease any R&D use of the Park Building within three (3) years of the tenant’s initial occupancy. The City will schedule inspections and issue final inspections expeditiously and in good faith pursuant to Section 6.1. Owner’s exclusive remedy for the City’s Default in issuing final inspections is (1) specific performance and (2) an extension to this and all remaining deadlines in this schedule pursuant. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 69     -6- #217680639_v2 #Deadline Owner and City Phasing Obligations and Remedies 5 Within 60 days of City’s issuance of final certificates of occupancy for all of the Phase A Work (including the Demolition of the portion of the Cannery Building as defined above). Owner has submitted a request, with all supporting documentation and applicable fees, to the City to record a Final Map that includes both the creation of the Townhome Parcel and the BMR/Park Dedication Parcel consistent with this Agreement and the Approvals. City’s exclusive remedies for an Owner’s failure to meet this deadline for this Section are (1) specific performance; (2) termination of the Agreement, and/or (3) the City may withhold occupancy permits for New R&D uses in the Remaining Cannery and/or Park Building. For the purpose of this Section “New” means a use that is not subject to an existing lease as of the Effective Date. If a New R&D use has occupied the Park Building (subject to the required notices to such tenant of the requirements of this Agreement), the City also has the remedy to require such user to cease any R&D use of the Park Building within three (3) years of the tenant’s initial occupancy. The City will process such Final Map in expeditiously and in good faith pursuant to Section 6.1. The City will not withhold recordation of the Final Map for acceptance of the BMR/Park Dedication Parcel if the Final Map is otherwise ready to record consistent with this Agreement and the Approvals. Owner’s exclusive remedy for the City’s Default in processing is (1) specific performance and (2) an extension to this and all remaining deadlines in this schedule. After Recordation of Final Map Creating Townhome Parcel and BMR/Park Dedication Parcel, but Prior to Acceptance by City and/or Completion of Townhomes. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 70     -7- #217680639_v2 #Deadline Owner and City Phasing Obligations and Remedies 6 N/A Once Owner has recorded the Final Map creating the Townhome Parcel and BMR/Park Dedication Parcel, including an offer on the Final Map to dedicate the BMR/Park Dedication Parcel to the City in fee, the City may not withhold demolition permits, grading permits (if not previously issued), building permits, occupancy permits, permits for offsite improvements, or any other post- discretionary entitlements development permits under this Agreement related to the Remaining Cannery, Park Building, Ash Building or Townhomes. The City’s exclusive remedies are (1) termination of this Agreement (but not the Approvals) or (2) specific performance. The City will accept the offer of dedication expeditiously and in good faith pursuant to Section 6.2. Owner’s exclusive remedy for the City’s Default in accepting the offer of dedication is (1) specific performance and (2) an extension to all remaining deadlines in this schedule. After BMR/Park Dedication Accepted by City but Prior to Completion of Townhomes. 7 End of Term The City and Owner acknowledge the Townhomes will be constructed at the time dictated by the market, but in the event the Townhomes have not been constructed by the end of the Term, Owner will pay the full amount of the Public Benefit Fee to the City pursuant to Section 5.8(b). The City’s exclusive remedy for an Owner Default in the payment of the Public Benefit fee is specific performance. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 71     -8- #217680639_v2 In addition to notice and opportunity to cure as provided in Section 9.2, extensions by formal written amendment as provided in Section 10.2, and Force Majeure, the deadlines in this Exhibit C may be extended by each or a combination of the following: •City Extension: The deadlines set forth in this Exhibit C are subject to a ninety (90) day extension, provided (1) that the Owner submits a written request for an extension prior to the deadline which shall include the rationale for the request and summary of the actions Owner has taken to satisfy the obligation prior to the deadline and (2) the extension request is approved by the City Manager, which such approval shall not be unreasonably withheld or delayed. •Owner Extension. The deadlines set forth in this Exhibit C are also subject to a maximum of six extensions of 30 days each (no more than 180 days) upon written notice to City and an increase of $25,000 for each such 30-day extension shall be added to the Public Benefit Fee. •City Review: The deadlines set forth in this Exhibit C are each contingent upon the City reviewing and providing comments or approving the ministerial permit and improvement plans submitted by Owner within thirty (30) days of submission of complete plans. This 30-day period shall commence anew each time that Owner submits revised plans in response to City comments on the prior version of the permit or improvement plans. Owner shall be solely responsible for submitting complete plans that satisfy all code and City requirements. Owner shall be responsible for payment of all required City building permit fees including costs for City to retain contract plan check services. In the event that City review exceeds 30 days, the relevant deadline set forth in this Section 13 shall be extended one day for each day the City review exceeds 30 days. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 72     -9- #217680639_v2 EXHIBIT D RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Attn: (Space Above for Recorder’s Use) [FORM OF] ASSIGNMENT OF RIGHTS AND ASSUMPTION OF OBLIGATIONS UNDER DEVELOPMENT AGREEMENT (______________) THIS ASSIGNMENT OF RIGHTS AND ASSUMPTION OF OBLIGATIONS UNDER DEVELOPMENT AGREEMENT (this “Assignment”) is made and entered into as of _________, 20__, by and between _______, a _________ (“Assignor”), and __________________, a ____________ (“Assignee”), and approved and agreed to by the City of ______, a ________ (“City”). RECITALS A. Assignor and City entered into that certain Development Agreement dated as of ______ for the _____ project, and recorded on _____ in the Official Records of the _____ County Recorder’s Office (“Official Records”) as Document No. _______, (the “Development Agreement”), with respect to approximately ____ acres of land within the City, as more particularly described in Exhibit A attached hereto (the “Property”). B. Assignor and Assignee have entered into that certain Agreement for Purchase and Sale ____________ dated ____________ (as may be amended from time to time, the “Purchase Agreement”), pursuant to which Assignor intends to transfer to Assignee the Property. Concurrently with transfer of the Property to Assignee, and solely in connection with such transfer in accordance with the Purchase Agreement, Assignor desires to assign to Assignee, and Assignee desires to accept from Assignor the rights, interests and obligations as Owner under the Development Agreement. C. Section 12.1 of the Development Agreement provides that the Owner shall be released from its obligations under the Development Agreement upon the assignment of the Owner’s rights, interests and obligations under the Development Agreement if the City agrees to such release in writing, and Assignor wishes to memorialize that, upon the effective date of this Assignment, as set forth in Section 4 hereof, Assignor is hereby fully released from the duties and obligations of “Owner” with respect to the Development Agreement, including, without limitation, the Project Approvals, which release is hereby given by the City’s execution of this Assignment as provided below. AGREEMENTS Item 2 Attachment B-Draft Development Agreement     Packet Pg. 73     -10- #217680639_v2 NOW, THEREFORE, in consideration of the foregoing recitals and for the purposes and in consideration of the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt of which is hereby acknowledged, Assignor and Assignee agree as follows: 1. Defined Terms. All capitalized terms used but not defined in this Assignment shall have the meanings given to them in the Development Agreement. 2. Assignment and Assumption. Assignor hereby assigns to Assignee and Assignee hereby expressly and unconditionally assumes from Assignor, all rights, title, duties, interests and obligations under the Development Agreement. 3. Compliance with Assignment Requirements; Release. Approval of this Assignment by the City pursuant to Section 12.1 of the Development Agreement is an express condition precedent to the effectiveness of this Assignment. Each of Assignor and Assignee has complied with and satisfied all of the requirements and conditions under the Development Agreement with respect to assignment and assumption of the Assigned Interests, and all of the requirements and conditions under the Development Agreement for the release of Assignor from those obligations related to the Assigned Property and the Assigned Interests (collectively, the “Requirements”). Upon approval by the City, Assignor shall be fully released from all of the duties, obligations and liabilities of the “Owner” under the Development Agreement with respect to the Assigned Interests. Assignee on behalf of itself and its successors and assigns, waives any right to recover from, and forever releases, acquits and discharges, Assignor and its directors, officers, employees and agents of and from any and all claims, demands, losses, liabilities, damages (including foreseeable and unforeseeable consequential damages), liens, obligations, interest, injuries, penalties, fines, lawsuits and other proceedings, judgments and awards and costs and expenses, (including, without limitation, reasonable attorneys’ fees and costs and consultants’ fees and costs) of whatever kind or nature, known or unknown, contingent or otherwise, whether direct or indirect, known or unknown, foreseen or unforeseen, that Assignee may now have or that may arise at any time on account of or in any way be connected with the Development Agreement. In connection with the foregoing release, Assignee acknowledges that it is familiar with Section 1542 of the California Civil Code, which provides as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. Assignee agrees that the release contemplated by this Section includes unknown claims. Accordingly, Assignee hereby waives the benefits of Civil Code Section 1542, or under any other statute or common law principle of similar effect, in connection with the releases contained in this Section. Item 2 Attachment B-Draft Development Agreement     Packet Pg. 74     -11- #217680639_v2 Assignor Assignee Without limiting the foregoing and notwithstanding any contrary provision in the Development Agreement, City (i) acknowledges and agrees to the terms and conditions of this Assignment and that the Requirements have been satisfied, (ii) hereby fully releases Assignor, and Assignor is fully released, from all of the duties and obligations of the “Owner” under the Development Agreement and (iii) shall look solely towards Assignee with respect to performance, compliance and satisfaction of all covenants and obligations of Developer related to the Assigned Property. 4. Effective Date. Subject to the condition precedent set forth in Section 3 above, this Assignment shall be effective upon the later to occur of (i) the date all Parties have duly executed this Assignment and (ii) the date of the transfer of the Assigned Property to Assignee (the “Effective Date”). The Parties shall use a mutually acceptable escrow agent to record this Assignment Agreement and establish the Effective Date pursuant to mutually acceptable joint escrow instructions. 5. Acknowledgement of the Development Agreement and Project Approvals. Assignee further agrees that: (i) Assignee has had adequate opportunity to obtain and review copies of the Development Agreement and Project Approvals, and all other documents and materials containing or relating to the terms and conditions of the development of the project; (ii) Assignee has read and understands all of the terms and conditions of said documents and materials; (iii) Assignor has not made any representations or warranties with respect to the Assigned Property, the Project Approvals or any other aspect of development of the Property or the Development Agreement, and (iv) with such knowledge and understanding, which includes the nature and extent of the fees, taxes, assessments and other financial mechanisms and obligations described in such documents and materials, Assignee nevertheless has voluntarily, freely and knowingly assumed and agreed to perform all obligations and requirements and be bound by all of the provisions of such documents and materials. 6. Terms of Development Agreement Not Affected. Except that Assignee shall be subject to, and Assignor shall be released from, the Development Agreement, the provisions of the Development Agreement shall remain in full force and effect and shall not be altered, amended or modified by this Assignment. 7. Modifications. This Assignment may be amended, terminated or otherwise modified in any respect only by a writing duly executed on behalf of Assignor and Assignee and approved by the City. 8. Attorneys’ Fees. In the event of any controversy, claim, dispute, or litigation between the parties hereto to enforce or interpret any of the provisions of this Assignment or any right of either party hereto, the non-prevailing party to such litigation agrees to pay to the prevailing party all costs and expenses, including, without limitation, reasonable attorneys’ fees, incurred therein by the prevailing party, including, without limitation, fees incurred during a trial of any action and any fees incurred as a result of an appeal from a judgment entered in such litigation. To so recover, it shall not be necessary that the prevailing party prevail in each and every Item 2 Attachment B-Draft Development Agreement     Packet Pg. 75     -12- #217680639_v2 one of its claims. Rather, the amount of the award of attorneys’ fees shall, in the court’s discretion, reflect the degree to which the prevailing party or parties have prevailed in some of their claims. 9. Consent of City. By signature of the City Manager below, the City approves and agrees to the assignment, assumption and release set forth in this Assignment. The City is a party to this Assignment solely respect to Section 3 and Section 4 hereof. 10. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of California, as they apply to contracts executed in and to be carried out entirely within California. 11. Further Assurances. Each party to this Assignment, upon the request of any other party to this Assignment, will execute, acknowledge and deliver such further documents or instruments and perform such further acts as may be necessary, desirable or proper to carry out more effectively the purpose of this Assignment. Each of the individuals executing this Assignment certifies that he or she is duly authorized to do so. 12. Counterparts. This Assignment may be executed in one or more counterparts. All counterparts so executed shall constitute one agreement, binding on all parties, even though all parties are not signatory to the same counterpart. [Signatures appear on the following page] Item 2 Attachment B-Draft Development Agreement     Packet Pg. 76     -13- #217680639_v2 IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the date and year first above written. ASSIGNOR: __________, a ____________ By: Name: Its: By: Name: Its: ASSIGNEE: ______________________, a ________________________ By: Name: Its: By: Name: Its: ATTEST: By: APPROVED AS TO FORM: By: ACKNOWLEDGED AND APPROVED TO BY CITY: CITY OF PALO ALTO, _________ By: Name: Its: [Signatures must be notarized] Item 2 Attachment B-Draft Development Agreement     Packet Pg. 77     HK Rev 4 5 23; City 5 11 23; HK 5 23 23 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY [See attached] Item 2 Attachment B-Draft Development Agreement     Packet Pg. 78     *Not Yet Adopted* Resolution No. ____ Resolution of the Council of the City of Palo Alto Amending the Comprehensive Plan Land Use Map by Changing the Land Use Designation for 200-380 Portage Avenue, 3201-3225 Ash Street, and 3250 Park Boulevard from “Multi-family Residential” (MF) to “Service Commercial” (CS); changing the land use designation for 3040 Park from “Light Industrial” (LI) to “Multi-family Residential” (MF); changing the land use designation of the newly created City dedication parcel area from MF and CS to Major Institution/Special Facilities (MISP); changing the land use designation of the vacant parcel at APN 132- 32-037 from single-family residential to Commercial Services and amending the Comprehensive Plan Land Use and Design Element Text to amend the description of the commercial services land use designation. R E C I T A L S A. Although the cannery building at 200-340/380 Portage; the Ash building at 3201-3225 Ash Street, and the Audi building at 3250 Park Boulevard have historically and currently occupied the space with non-residential uses the site currently has a Multi-family Residential Land Use Designation, as well as a small portion with a Single-family Residential Land Use Designation. B. In order to better align the Comprehensive Plan Land Use Map with the past, present, and future uses of the site as set forth in the Development Agreement, the property owner, Sobrato Organization (“Sobrato”), desires to amend the Land Use Designation of these parcels to Service Commercial. C. In order to better align the Comprehensive Plan Land Use Map with the future use of the site as set forth in the Development Agreement, Sobrato desires to amend the land use designation of the parcel at 3040 Portage to Multi-family Residential. D. In order to better align the Comprehensive Plan Land Use Map with the future use of the site for a park and affordable housing as set forth in the Development Agreement adopted concurrently herewith, the City desires to amend the Land Use Designation of the City dedication parcel to “Major Institution Special Facilities” (MISP). E. The creation of new parcels in order to dedicate a significant portion of land to the City would cause the existing improvements at 380/340 Portage; 3201-32235 Ash; and 3250 Park Boulevard to exceed the 0.4 floor area ratio identified in the Service Commercial land use designation description in the Land Use and Community Design Element. F. In order to align the Service Commercial land use designation description, the Comprehensive Plan Land Use and Community Design Element would be amended as set forth below in Section 4. Item 2 Attachment C-Draft Comprehensive Plan Amendment     Packet Pg. 79     G. Whereas the Planning and Transportation Commission, after a duly noticed public hearing on July 12, 2023, recommended that the City Council amend the Land Use Map of the City of Palo Alto Comprehensive Plan as set forth below. H. Whereas the City Council considered said recommendation after a duly noticed public hearing held on ___________, 2023 and now desires to amend the Land Use Map and Comprehensive Plan Land Use and Design Element as set forth below. NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The City Council finds that the public interest, health, safety and welfare of Palo Alto and the surrounding region would be furthered by an amendment of the Land Use Map of the Palo Alto Comprehensive Plan as well as a Text Amendment to the Land Use and Community Design Element. SECTION 2. The proposed Land Use Map amendment and Land Use and Community Design Text Amendments is consistent with the following goals and policies of the Comprehensive Plan: Policy L-1.1: Maintain and prioritize Palo Alto’s varied residential neighborhoods while sustaining the vitality of its commercial areas and public facilities. The proposed amendments would allow for implementation of the development agreement, which provides additional housing types within the area (market rate townhomes and a future affordable housing project); maintains the existing commercial uses; and provides for new public facilities (a 2.25- acre public park). Policy L-1.3: Infill development in the urban service area should be compatible with its surroundings and the overall scale and character of the city to ensure a compact, efficient development pattern. The proposed amendments would allow for implementation of the development agreement, which provides a mix of new housing, a public park, and retention of commercial uses within existing single-story buildings. Policy L-1.4: Commit to creating an inventory of below market rate housing for purchase and rental. Work with neighbors, neighborhood associations, property owners and developers to identify barriers to infill development of below market rate and more affordable market rate housing and to remove these barriers, as appropriate. Work with these same stakeholders to identify sites and facilitate opportunities for below market rate housing and housing that is affordable. The proposed amendments would allow for implementation of the development agreement. Although the development agreement does not proposed construction of the affordable housing units; the project dedicates 1-acre of land and $4 million in funds to support the development of an affordable housing project, removing barriers to providing additional below market rate units. Policy L-1.5: Regulate land uses in Palo Alto according to the land use definitions in this Element and Map L-6 The proposed amendments ensure compliance with this policy and modify the land use map to align with past, current, and future uses of the site in order to address current inconsistencies between the map and existing uses and to facilitate housing and a public park as the future use on a portion of the site Policy L-1.6: Encourage land uses that address the needs of the community and The proposed amendments provide a plan for the site that takes into consideration the needs of the Item 2 Attachment C-Draft Comprehensive Plan Amendment     Packet Pg. 80     manage change and development to benefit the community. community for additional housing and parkland; while providing a solution that the property owner is amenable to. Policy L-2.2: Enhance connections between commercial and mixed-use centers and the surrounding residential neighborhoods by promoting walkable and bikeable connections and a diverse range of retail and services that caters to the daily needs of residents. The amendments allow for implementation of the development agreement. The development agreement would provide public access and an enhanced bikeway from Park Boulevard to Portage Avenue, consistent with the Countywide Trails Plan and the City of Palo Alto Bicycle and Pedestrian Transportation Plan. Policy L-2.3: As a key component of a diverse, inclusive community, allow and encourage a mix of housing types and sizes, integrated into neighborhoods and designed for greater affordability, particularly smaller housing types, such as studios, co-housing, cottages, clustered housing, accessory dwelling units and senior housing The project provides a mix of housing types including townhome units as well as the land and funds toward development of affordable housing. Policy L-2.6: Create opportunities for new mixed-use development consisting of housing and retail. The land use map amendments would allow for a mix of uses across this site including existing commercial uses, proposed housing, and a public park. Policy L-2.9: Facilitate reuse of existing buildings. Although other alternatives may include retention of more of the building, the proposed amendments would facilitate implementation of the development agreement, which includes retention of the Ash and Audi buildings as well as a portion of the cannery building. Policy L-8.1: Facilitate creation of new parkland to serve Palo Alto's residential neighborhoods, as consistent with the Parks, Trails, Open Space and Recreation Master Plan. Policy N-1.2: Maintain a network of parks and urban forest from the urban center to the foothills and Baylands that provide ecological benefits and access to nature for all residents Policy N-1.10: Support regional and sub- regional efforts to acquire, develop, operate, and maintain a seamless open space system, including habitat linkages and trail connections extending north-south and east- west from Skyline Ridge to San Francisco Bay. Policy N-1.11: Work with Stanford University, Santa Clara County, SCVWD and regional organizations to create multi-use trail connections between urban areas and open space, including creeks and rights-of-way, The land use map amendments would allow for implementation of the development agreement, which would include dedication of 2.25 acres of new parkland to the City of Palo Alto. Although no improvements are currently proposed on the city dedication parcel, an additional $1 in funding would be provided to the City to facilitate improvements along Matadero Creek, which may include naturalization of the creek bank and/or pedestrian or bicycle pathways connecting to Lambert and new improvements at Boulware Park. Item 2 Attachment C-Draft Comprehensive Plan Amendment     Packet Pg. 81     while ensuring that the natural environment is protected. SECTION 3. The City Council hereby amends the Land Use Map of the Palo Alto Comprehensive Plan by changing the designation of the areas depicted in "Exhibit A" by changing the Land Use Designation for 200-340/380 Portage Avenue, 3201-3225 Ash Street, and 3250 Park Boulevard from “Multi-family Residential” (MF) and APN 132-32-037 from single-family residential to “Service Commercial” (CS); changing the land use designation for 3040 Park from “Light Industrial” (LI) to “Multi-family Residential” (MF); and changing the land use designation of the newly created City dedication parcel area from MF and CS to Major Institution/Special Facilities (MISP). "Exhibit A" is attached to this resolution and incorporated into it by this reference, the exact boundaries of which are further detailed in the Vesting Tentative Map dated _________and approved by Council on ____________. SECTION 4. The City Council hereby amends the Service Commercial land use description in the City of Palo Alto Comprehensive Plan Land Use and Community Design Element to read as follows: “Service Commercial: Facilities providing citywide and regional services and relying on customers arriving by car. These uses do not necessarily benefit from being in high-volume pedestrian areas such as shopping centers or Downtown. Typical uses include auto services and dealerships, motels, lumberyards, appliance stores, and restaurants, including fast service types. In almost all cases, these uses require good automobile and service access so that customers can safely load and unload without impeding traffic. In some locations, residential and mixed- use projects may be appropriate in this land use category. Examples of Service Commercial areas include San Antonio Road, El Camino Real, and Embarcadero Road northeast of the Bayshore Freeway. Non-residential FARs will generally range up to 0.4 but may exceed this threshold in a Planned Community Zone. Consistent with the Comprehensive Plan’s encouragement of housing near transit centers, higher density multi-family housing may be allowed in specific locations.” SECTION 5. In conformance with the California Environmental Quality Act (CEQA), the environmental impacts of this Resolution were evaluated in an Environmental Impact Report for the 200 Portage Townhome Project (EIR) (SCH# 2021120444), which the Council considered and adopted, together with the related Mitigation Monitoring and Reporting Plan (MMRP) on________, 2023. The EIR concluded, and the Council finds consistent therewith, that the proposed project, as part of the whole of the action in conjunction with this resolution, would have a have a significant effect on a historic resource. Therefore, overriding considerations have been adopted. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: __________________________ _____________________________ City Clerk Mayor Item 2 Attachment C-Draft Comprehensive Plan Amendment     Packet Pg. 82     __________________________ __________________________ APPROVED AS TO FORM: APPROVED: Assistant City Attorney City Manager Item 2 Attachment C-Draft Comprehensive Plan Amendment     Packet Pg. 83     Exhibit A: Existing and Proposed Comprehensive Plan Land Use Designations Item 2 Attachment C-Draft Comprehensive Plan Amendment     Packet Pg. 84     1 Attachment D: Proposed PC Ordinances Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 85     2 Cannery Parcel Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 86     3 Ordinance No. ____ Ordinance of the Council of the City of Palo Alto Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at [340- 404 Portage Avenue] from Multiple Family Residential (RM-30) to PC Planned Community Zone (PC-______) for the Partial Demolition and Historic Restoration/Rehabilitation of the Cannery Building for Research and Development and Retail Use The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Findings and Declarations. (a) SI 45, LLC, (“the Applicant”) applied on ______ to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the “Project”) for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue (the “Project Site”). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. ______ (the “Development Agreement”). (c) The Tentative Map(s) associated with the Project will merge ___ parcels and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of this dedication, existing and proposed uses on four (4) of the newly created parcels require PC Planned Community Zoning. (d) The Tentative Map plan set, dated _______, includes information on the existing parcels, onsite conditions, and the layout of the proposed new lots. These drawings are in compliance with the applicable provisions of the City’s Subdivision Ordinance. These plans contain all information and notations required to be shown on a Tentative Map (per PAMC Sections 21.12 and 21.13), as well as the design requirements concerning the creation of lots, streets, walkways, and similar features (PAMC 21.20). (e) The Architectural Review plan set, dated _______, includes information on the existing and proposed improvements on the Project Site. The Tentative Map plan set and the Architectural Review plan set shall be known collectively as the “Project Plans.” (f) This Ordinance is one of four (4) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and required public benefits for 200-220 Portage Avenue and 3200 Park Boulevard (the “Subject Property”). Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 87     4 (g) The Planning and Transportation Commission, at its meeting of ___________, acted favorably on the applicant’s request for initiation of the Planned Community Zone process for the establishment of Planned Community Zone District No. PC-______. (h) The Architectural Review Board, at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the project with associated draft conditions of approval “Exhibit __.” (i) The Planning and Transportation Commission, after a duly noticed public hearing held __________, considered the Environmental Impact Report (SCH #2021120444), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map. Draft conditions of project approval “Exhibit __” attached to this document and incorporated by reference were presented to the PTC for review and comments. (j) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PTC and the ARB, certified the Final Environmental Impact Report and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (k) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (4)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Service Commercial for the Subject Property) and are compatible with existing and potential uses on adjoining sites or within the general vicinity. SECTION 2. Amendment of Zoning Map. Section 18.08.040 of the Palo Alto Municipal Code, the “Zoning Map,” is hereby amended by changing the zoning of Subject Property from Multiple Family Residential (RM-30) to “PC Planned Community Zone _____”. SECTION 3. Project Description. The Project as a whole is described in the Development Agreement. With respect to the Subject Property that the project comprises the uses included in this Ordinance, Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 88     5 depicted on the Project Plans, incorporated by reference, including the following components: (a) Construction of a one-level Parking Garage containing ___ spaces. (b) Demolition of approximately 84,000 square feet of the existing cannery building at 200-404 Portage Avenue, and Restoration/Rehabilitation of the remaining 142,744 square foot portion of the cannery building in accordance with the Secretary of the Interior’s Standards for Historic Restoration and Rehabilitation. (c) Construction of an approximately 2,600 square foot retail/interpretive display space and an adjacent outdoor seating area. SECTION 4. Land Uses (a) The following land uses shall be permitted, subject to the limitations stated in Section 4(c): (1) Research and Development. (2) Retail or Retail-Like Uses (3) Multiple-family residential. (4) Public facilities, including display of interpretive materials regarding the history of the historic cannery building and use. (b) Special limitations on land uses include the following: (1) A maximum of 140,112 square feet may be devoted to Research and Development use; (2) The “Retail/Display” space as identified on the Development Plan shall be occupied by Retail or Retail-Like Uses or Public Facility uses only. (3) The “Retail” space as identified on the Development Plan shall be subject to a recordable covenant governing public access to the historic interpretive materials provided onsite. SECTION 5.Site Development Regulations and Development Schedule (a) Development Standards: Development standards for the Subject Property shall be those conforming to the approximately 142,744 square foot building referred to in the Development Agreement as the Remaining Cannery, as set forth in the Project Plans. Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 89     6 The above square footage excludes the 10,186 square foot covered area on the northwest corner of the building (“Covered Area”), which is currently used as an entry area, parking, amenity, and storage, as shown on Sheet A3_2.1.4 of the Development Plan. The Covered Area may remain in such use by the Existing Tenant, as defined in the Development Agreement. Following termination of tenancy by the Existing Tenant, the Covered Area shall be converted to a space that is accessible to the general public. (b) Historic Maintenance Covenant: The Applicant shall record a historic maintenance covenant, in a form acceptable to the City Attorney, to ensure maintenance of the Remaining Cannery in accordance with the Project Plans. (c) Parking and Loading Requirements: The Applicant shall provide 403 off-street parking spaces, inclusive of the spaces provided for the Ash Street Parcel, as shown on the Project Plans. This parking ratio is adopted in consideration of a Transportation Demand Management (TDM) Plan, which is attached hereto and incorporated herein by reference. (c) Modifications to the Development Plan, Land Uses and Site Development Regulations: Once the project has been constructed consistent with the approved Development Plan, any modifications to the exterior design of the Development Plan or any new construction not specifically permitted by the Development Plan or the site development regulations contained in Section 4 (a) – (c) above shall require an amendment to this Planned Community zone, unless the modification is a minor change as described in the Development Agreement. Any use not specifically permitted by this ordinance shall require an amendment to the PC ordinance. (d) Development Schedule: The project is required to include a Development Schedule pursuant to PAMC §18.38.100. The approved Development Schedule is set forth in the Development Agreement. SECTION 6. Public Benefits. (a) Public Benefits: Development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 90     7 districts. The following public benefits are provided by the Project as a whole, of which the Subject Property is a part. (1) Restoration, rehabilitation, and maintenance of a 145,344 square foot portion an existing historically significant cannery, in a manner consistent with the Project Plans; (2) Provision of an approximately 2,600 square foot space for retail and interpretative display use and an adjacent outdoor seating area; (3) Dedication of approximately 3.25 acres of land, for use as a public park and for affordable housing, at the City’s sole discretion; (4) Payment of a $5 million public benefit fee; (5) Construction of 74 residential townhome units, as dictated by the market. (b) Monitoring of Conditions and Public Benefits: Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the applicant shall request that the City review the project to assure that conditions of approval and public benefits remain in effect as provided in the original approval. The applicant shall provide adequate funding to reimburse the City for these costs. If conditions or benefits are found deficient by staff, the applicant shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Development Services will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. SECTION 7. An Environmental Impact Report (EIR) for this project was prepared in accordance with the California Environmental Quality Act. The City Council certified the EIR and Mitigation Monitoring Program and adopted a resolution at its meeting of ___________. SECTION 8. This ordinance shall be effective on the thirty-first day after the date of its adoption (second reading). INTRODUCED: PASSED: Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 91     8 AYES: NOES: ABSTENTIONS: ABSENT: ATTEST:APPROVED: __________________________ City Clerk APPROVED AS TO FORM: __________________________ Assistant City Attorney _________________________ Mayor _________________________ City Manager __________________________ Director of Planning and Development Services Exhibits: Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 92     9 Townhome Parcel Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 93     10 Ordinance No. ____ Ordinance of the Council of the City of Palo Alto Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of a portion of the Property Located at 200-220 Portage Avenue and 3200 Park Boulevard from Multiple Family Residential (RM-30) to PC Planned Community Zone (PC-______) for the Partial Demolition of the Cannery Building and Construction of Multifamily Residential Units. The Council of the City of Palo Alto does ORDAIN as follows: SECTION 8. Findings and Declarations. (a) SI 45, LLC, (“the Applicant”) applied on ______ to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the “Project”) for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue (the “Project Site”). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. ______ (the “Development Agreement”). (c) The Tentative Map(s) associated with the Project will merge ___ parcels and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of this dedication, existing and proposed uses on four (4) of the newly created parcels require PC Planned Community Zoning. (d) The Tentative Map plan set, dated _______, includes information on the existing parcels, onsite conditions, and the layout of the proposed new lots. These drawings are in compliance with the applicable provisions of the City’s Subdivision Ordinance. These plans contain all information and notations required to be shown on a Tentative Map (per PAMC Sections 21.12 and 21.13), as well as the design requirements concerning the creation of lots, streets, walkways, and similar features (PAMC 21.20). (e) The Architectural Review plan set, dated _______, includes information on the existing and proposed improvements on the Project Site. The Tentative Map plan set and the Architectural Review plan set shall be known collectively as the “Project Plans.” (f) This Ordinance is one of four (4) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and required public benefits for a portion of the property located at 200-220 Portage Avenue and 3200 Park Boulevard (the “Subject Property”). Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 94     11 (g) The Planning and Transportation Commission, at its meeting of ___________, acted favorably on the applicant’s request for initiation of the Planned Community Zone process for the establishment of Planned Community Zone District No. PC-______. (h) The Architectural Review Board, at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the project with associated draft conditions of approval “Exhibit __.” (i) The Planning and Transportation Commission, after a duly noticed public hearing held __________, considered the Environmental Impact Report (SCH #2021120444), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map. Draft conditions of project approval “Exhibit __” attached to this document and incorporated by reference were presented to the PTC for review and comments. (j) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PTC and the ARB, certified the Final Environmental Impact Report and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (k) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (4)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Service Commercial for the Subject Property) and are compatible with existing and potential uses on adjoining sites or within the general vicinity. SECTION 9. Amendment of Zoning Map. Section 18.08.040 of the Palo Alto Municipal Code, the “Zoning Map,” is hereby amended by changing the zoning of Subject Property from Multiple Family Residential (RM-30) to “PC Planned Community Zone _____”. SECTION 10. Project Description. The Project as a whole is described in the Development Agreement. With respect to the Subject Property that the project comprises the uses included in this Ordinance, Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 95     12 depicted on the Project Plans, incorporated by reference, including the following components: (a) Demolition of approximately 84,000 square feet of the existing cannery building at 200-404 Portage Avenue and 3200 Park Boulevard, and Restoration/Rehabilitation of the remaining 142,744 square foot portion of the cannery building in accordance with the Secretary of the Interior’s Standards for Historic Restoration and Rehabilitation. (b) Construction of 74 townhome units. SECTION 11. Land Uses (a) The following land uses shall be permitted: (1) Multiple family residential. (2) Accessory Facilities and uses customarily incidental to permitted uses (3) Home Occupations, when accessory to permitted residential uses. (4) Horticulture, Gardening, and Growing of food products for consumption by occupants of a site SECTION 12.Site Development Regulations and Development Schedule (a) Development Standards: Development standards for the Subject Property shall be those conforming to the Townhome Buildings set forth in the Project Plans. (b) Parking and Loading Requirements: The applicant shall provide off-street parking at a ratio of two (2) spaces per unit, as well as 37 guest parking spaces, as shown on the Project Plans. (c) Modifications to the Development Plan, Land Uses and Site Development Regulations: Once the project has been constructed consistent with the approved Development Plan, any modifications to the exterior design of the Development Plan or any new construction not specifically permitted by the Development Plan or the site development regulations contained in Section 4 (a) – (c) above shall require an amendment to this Planned Community zone, unless the modification is a minor change as described in the Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 96     13 Development Agreement. Any use not specifically permitted by this ordinance shall require an amendment to the PC ordinance. (g) Development Schedule: The project is required to include a Development Schedule pursuant to PAMC §18.38.100. The approved Development Schedule is set forth in the Development Agreement. SECTION 13. Public Benefits. (a) Public Benefits: Development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. The following public benefits are provided by the Project as a whole, of which the Subject Property is a part. (1) Restoration, rehabilitation, and maintenance of a 142,744 square foot portion an existing historically significant cannery, in a manner consistent with the Project Plans; (2) Provision of an approximately 2,600 square foot space for retail and interpretative display use and an adjacent outdoor seating area; (3) Dedication of approximately 3.25 acres of land, for use as a public park and for affordable housing, at the City’s sole discretion; (4) Payment of a $5 million public benefit fee; (5) Construction of 74 residential townhome units, as dictated by the market. (b) Monitoring of Conditions and Public Benefits: Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the applicant shall request that the City review the project to assure that conditions of approval and public benefits remain in effect as provided in the original approval. The applicant shall provide adequate funding to reimburse the City for these costs. If conditions or benefits are found deficient by staff, the applicant shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Community Environment will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 97     14 SECTION 14. An Environmental Impact Report (EIR) for this project was prepared in accordance with the California Environmental Quality Act. The City Council certified the EIR and Mitigation Monitoring Program and adopted a resolution at its meeting of ___________. SECTION 8. This ordinance shall be effective on the thirty-first day after the date of its adoption (second reading). INTRODUCED: PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST:APPROVED: __________________________ City Clerk APPROVED AS TO FORM: __________________________ Assistant City Attorney _________________________ Mayor _________________________ City Manager __________________________ Director of Planning and Development Services Exhibits: Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 98     15 City Dedication Parcel Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 99     16 Ordinance No. ____ Ordinance of the Council of the City of Palo Alto Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of a Portion of the Properties Located at 200-340 Portage and 3250 Park as well as 278 Lambert from Multiple Family Residential (RM-30) and Service Commercial to PC Planned Community Zone (PC-______) for the Provision of a Park and Construction of Affordable Housing in Association with a Development Agreement. The Council of the City of Palo Alto does ORDAIN as follows: SECTION 15. Findings and Declarations. (a) SI 45, LLC, (“the Applicant”) applied on August 25, 2022 to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the “Project”) for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue (the “Project Site”). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. ______ (the “Development Agreement”). (c) The Tentative Map(s) associated with the Project will merge eleven (11) parcels and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of this dedication, existing and proposed uses on four (4) of the newly created parcels require PC Planned Community Zoning. (d) The Tentative Map plan set, dated _______, includes information on the existing parcels, onsite conditions, and the layout of the proposed new lots. These drawings are in compliance with the applicable provisions of the City’s Subdivision Ordinance. These plans contain all information and notations required to be shown on a Tentative Map (per PAMC Sections 21.12 and 21.13), as well as the design requirements concerning the creation of lots, streets, walkways, and similar features (PAMC 21.20). (e) The Architectural Review plan set, dated _______, includes information on the existing and proposed improvements on the Project Site. The Tentative Map plan set and the Architectural Review plan set shall be known collectively as the “Project Plans.” (f) This Ordinance is one of four (4) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and required public benefits for the City Dedication Parcel, including a portion Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 100     17 of the properties at 200-340 Portage and 3250 Park as well as 278 Lambert (the “Subject Property”). (g) The Planning and Transportation Commission, at its meeting of ___________, acted favorably on the applicant’s request for initiation of the Planned Community Zone process for the establishment of Planned Community Zone District No. PC-______. (h) The Architectural Review Board, at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the project with associated draft conditions of approval “Exhibit __.” (i) The Planning and Transportation Commission, after a duly noticed public hearing held __________, considered the Environmental Impact Report (SCH #2021120444), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map. Draft conditions of project approval “Exhibit __” attached to this document and incorporated by reference were presented to the PTC for review and comments. (j) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PTC and the ARB, certified the Final Environmental Impact Report and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (k) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (4)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Service Commercial for the Subject Property) and are compatible with existing and potential uses on adjoining sites or within the general vicinity. SECTION 16. Amendment of Zoning Map. Section 18.08.040 of the Palo Alto Municipal Code, the “Zoning Map,” is hereby amended by changing the zoning of Subject Property from Multiple Family Residential (RM-30) to “PC Planned Community Zone _____”. SECTION 17. Project Description. Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 101     18 The Project as a whole is described in the Development Agreement. With respect to the Subject Property that the project comprises the uses included in this Ordinance, depicted on the Project Plans, incorporated by reference, including the following components: (a) Dedication of approximately 3.25 acres of land to the City for use as public park and for the development of affordable housing. SECTION 18. Land Uses (a) The following land uses shall be permitted, subject to the limitations stated in Section 4(b): (1) Public Facilities (2) Multiple-Family Residential SECTION 19.Site Development Regulations and Development Schedule (a) Development Standards: Approximately one acre of the Subject Property shall be utilized as the site for an affordable housing project; approximately 2.25 acres of the Subject Property shall be utilized as the site for a public park. The development standards for these uses shall be in conformance with such plans that are approved by the City Council for the Subject Property. (b) Modifications to the Development Plan, Land Uses and Site Development Regulations: Once the project has been constructed consistent with the approved Development Plan, any modifications to the exterior design of the Development Plan or any new construction not specifically permitted by the Development Plan shall require an amendment to this Planned Community zone in accordance with Palo Alto Municipal Code Chapter 18.38. Any use not specifically permitted by this ordinance shall require an amendment to the PC ordinance. (c) Development Schedule: The development schedule for the Subject Property shall be in accordance with future approvals for specific development plans. SECTION 20. Public Benefits. (a) Public Benefits: Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 102     19 Development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. The following public benefits are provided by the Project as a whole, of which the Subject Property is a part. (1) Restoration, rehabilitation, and maintenance of a _______ square foot portion an existing historically significant cannery, in a manner consistent with the Project Plans; (2) Provision of an approximately 2,600 square foot space for retail and interpretative display use and an adjacent outdoor seating area; (3) Dedication of approximately 3.25 acres of land, for use as a public park and for affordable housing, at the City’s sole discretion; (4) Payment of a $5 million public benefit fee; (5) Construction of 74 residential townhome units, as dictated by the market. (b) Monitoring of Conditions and Public Benefits: Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the applicant shall request that the City review the project to assure that conditions of approval and public benefits remain in effect as provided in the original approval. The applicant shall provide adequate funding to reimburse the City for these costs. If conditions or benefits are found deficient by staff, the applicant shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Community Environment will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. SECTION 21. An Environmental Impact Report (EIR) for this project was prepared in accordance with the California Environmental Quality Act. The City Council certified the EIR and Mitigation Monitoring Program and adopted a resolution at its meeting of ___________. SECTION 8. This ordinance shall be effective on the thirty-first day after the date of its adoption (second reading). Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 103     20 INTRODUCED: PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST:APPROVED: __________________________ City Clerk APPROVED AS TO FORM: __________________________ Assistant City Attorney _________________________ Mayor _________________________ City Manager __________________________ Director of Planning and Development Services Exhibits: Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 104     21 Audi Parcel Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 105     22 Ordinance No. ____ Ordinance of the Council of the City of Palo Alto Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3250 Park Boulevard from Multiple Family Residential (RM-30) to PC Planned Community Zone (PC-______) for the Maintenance of an Existing Commercial Building in Association with a Development Agreement. The Council of the City of Palo Alto does ORDAIN as follows: SECTION 22. Findings and Declarations. (a) SI 45, LLC, (“the Applicant”) applied on August 25, 2022 to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the “Project”) for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue (the “Project Site”). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. ______ (the “Development Agreement”). (c) The Tentative Map(s) associated with the Project will merge eleven (11) parcels and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of this dedication, existing and proposed uses on four (4) of the newly created parcels require PC Planned Community Zoning. (d) The Tentative Map plan set, dated _______, includes information on the existing parcels, onsite conditions, and the layout of the proposed new lots. These drawings are in compliance with the applicable provisions of the City’s Subdivision Ordinance. These plans contain all information and notations required to be shown on a Tentative Map (per PAMC Sections 21.12 and 21.13), as well as the design requirements concerning the creation of lots, streets, walkways, and similar features (PAMC 21.20). (e) The Architectural Review plan set, dated _______, includes information on the existing and proposed improvements on the Project Site. The Tentative Map plan set and the Architectural Review plan set shall be known collectively as the “Project Plans.” (f) This Ordinance is one of four (4) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and required public benefits for 3250 Park Boulevard (the “Subject Property”). Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 106     23 (g) The Planning and Transportation Commission, at its meeting of ___________, acted favorably on the applicant’s request for initiation of the Planned Community Zone process for the establishment of Planned Community Zone District No. PC-______. (h) The Architectural Review Board, at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the project with associated draft conditions of approval “Exhibit __.” (i) The Planning and Transportation Commission, after a duly noticed public hearing held __________, considered the Environmental Impact Report (SCH #2021120444), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map. Draft conditions of project approval “Exhibit __” attached to this document and incorporated by reference were presented to the PTC for review and comments. (j) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PTC and the ARB, certified the Final Environmental Impact Report and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (k) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (4)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Service Commercial for the Subject Property) and are compatible with existing and potential uses on adjoining sites or within the general vicinity. SECTION 23. Amendment of Zoning Map. Section 18.08.040 of the Palo Alto Municipal Code, the “Zoning Map,” is hereby amended by changing the zoning of Subject Property from Multiple Family Residential (RM-30) to “PC Planned Community Zone _____”. SECTION 24. Project Description. The Project as a whole is described in the Development Agreement. With respect to the Subject Property that the project comprises the uses included in this Ordinance, Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 107     24 depicted on the Project Plans, incorporated by reference, including the following components: (a) Conversion of approximately 11,762 square feet at 3250 Park Boulevard to Research and Development uses. SECTION 25. Land Uses (a) The following land uses shall be permitted, subject to the limitations stated in Section 4(b): (1) Automotive Services. (2) Research and Development. (3) Multiple-Family Residential. (4) Accessory facilities and activities customarily associated with or essential to permitted uses, and operated incidental to the principal use. (b) Special limitations on land uses include the following: (1) A maximum of 11,762 square feet may be devoted to uses Automotive Services or Research and Development uses, including any accessory uses. SECTION 26.Site Development Regulations and Development Schedule (a) Development Standards: Development standards for the Subject Property shall be those conforming to the 11,762 square foot building at 3250 Park Boulevard existing as of the effective date of this ordinance. (b) Parking and Loading Requirements: The applicant shall provide 31 off-street parking spaces, as shown on the Project Plans. (c) Modifications to the Development Plan, Land Uses and Site Development Regulations: Once the project has been constructed consistent with the approved Development Plan, any modifications to the exterior design of the Development Plan or any new construction not specifically permitted by the Development Plan or the site development regulations contained in Section 4 (a) – (c) above shall require an amendment to this Planned Community zone, unless the modification is a minor change as described in the Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 108     25 Development Agreement. Any use not specifically permitted by this ordinance shall require an amendment to the PC ordinance. (g) Development Schedule: The project is required to include a Development Schedule pursuant to PAMC §18.38.100. The approved Development Schedule is set forth in the Development Agreement. SECTION 27. Public Benefits. (a) Public Benefits: Development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. The following public benefits are provided by the Project as a whole, of which the Subject Property is a part. (1) Restoration, rehabilitation, and maintenance of a 142,744 square foot portion an existing historically significant cannery, in a manner consistent with the Project Plans; (2) Provision of an approximately 2,600 square foot space for retail and interpretative display use and an adjacent outdoor seating area; (3) Dedication of approximately 3.25 acres of land, for use as a public park and for affordable housing, at the City’s sole discretion; (4) Payment of a $5 million public benefit fee; (5) Construction of 74 residential townhome units, as dictated by the market. (b) Monitoring of Conditions and Public Benefits: Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the applicant shall request that the City review the project to assure that conditions of approval and public benefits remain in effect as provided in the original approval. The applicant shall provide adequate funding to reimburse the City for these costs. If conditions or benefits are found deficient by staff, the applicant shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Community Environment will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 109     26 SECTION 28. An Environmental Impact Report (EIR) for this project was prepared in accordance with the California Environmental Quality Act. The City Council certified the EIR and Mitigation Monitoring Program and adopted a resolution at its meeting of ___________. SECTION 8. This ordinance shall be effective on the thirty-first day after the date of its adoption (second reading). INTRODUCED: PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST:APPROVED: __________________________ City Clerk APPROVED AS TO FORM: __________________________ Assistant City Attorney _________________________ Mayor _________________________ City Manager __________________________ Director of Planning and Development Services Exhibits: Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 110     27 Ash Street Parcel Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 111     28 Ordinance No. ____ Ordinance of the Council of the City of Palo Alto Amending Section 18.08.040 of the Palo Alto Municipal Code (The Zoning Map) to Change the Classification of Property Located at 3201- 3225 Ash Street from Multiple Family Residential (RM-30) to PC Planned Community Zone (PC-______) for the Maintenance of an Existing Office Building in Association with a Development Agreement. The Council of the City of Palo Alto does ORDAIN as follows: SECTION 29. Findings and Declarations. (a) SI 45, LLC, (“the Applicant”) applied on ______ to the City for approval of (1) a Development Agreement, (2) Comprehensive Plan Amendment, (3) Planned Community Zoning Ordinances, (4) Tentative Map(s), and (5) Major Architectural Review (the “Project”) for the 14.65 acre property at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street, and 278 Lambert Avenue (the “Project Site”). (b) Unless context dictates otherwise, terms used in this Ordinance shall be defined and interpreted in a manner consistent with the Development Agreement adopted by Ordinance No. ______ (the “Development Agreement”). (c) The Tentative Map(s) associated with the Project will merge ___ parcels and create five (5) new parcels, including dedication of approximately 3.25 acres of the Project Site to the City for use as parkland and as the site of an affordable housing project. In part as a result of this dedication, existing and proposed uses on four (4) of the newly created parcels require PC Planned Community Zoning. (d) The Tentative Map plan set, dated _______, includes information on the existing parcels, onsite conditions, and the layout of the proposed new lots. These drawings are in compliance with the applicable provisions of the City’s Subdivision Ordinance. These plans contain all information and notations required to be shown on a Tentative Map (per PAMC Sections 21.12 and 21.13), as well as the design requirements concerning the creation of lots, streets, walkways, and similar features (PAMC 21.20). (e) The Architectural Review plan set, dated _______, includes information on the existing and proposed improvements on the Project Site. The Tentative Map plan set and the Architectural Review plan set shall be known collectively as the “Project Plans.” (f) This Ordinance is one of four (4) PC Planned Community Ordinances associated with the Project, and sets forth the permitted uses, required development standards, and required public benefits for 3201-3225 Ash Street (the “Subject Property”). Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 112     29 (g) The Planning and Transportation Commission, at its meeting of ___________, acted favorably on the applicant’s request for initiation of the Planned Community Zone process for the establishment of Planned Community Zone District No. PC-______. (h) The Architectural Review Board, at its meeting of June 15, 2023, reviewed the Project design and recommended the City Council approve the project with associated draft conditions of approval “Exhibit __.” (i) The Planning and Transportation Commission, after a duly noticed public hearing held __________, considered the Environmental Impact Report (SCH #2021120444), then reviewed the Project Plans and this Ordinance, and recommended that Section 18.08.040 (the Zoning Map) of the Palo Alto Municipal Code be amended to rezone the Subject Property to a new Planned Community zone, consistent with conditions included in the Planned Community zone related to allowable land uses and required development standards, and subject to provision of the public benefits outlined in this ordinance and recommended approval of the Tentative Map. Draft conditions of project approval “Exhibit __” attached to this document and incorporated by reference were presented to the PTC for review and comments. (j) The Palo Alto City Council, after due consideration of the proposed Project, the analysis of the City staff, and the recommendations from the PTC and the ARB, certified the Final Environmental Impact Report and Mitigation Monitoring Program, and found that the proposed project and this Ordinance is in the public interest and will promote the public health, safety and welfare, as hereinafter set forth. (k) The Council finds that (1) the Subject Property is so situated, and the use or uses proposed for the site are of such characteristics that the application of general districts or combining districts will not provide sufficient flexibility to allow for the Project; (2) development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts, as set forth in Section (4)(c) hereof; and (3) the use or uses permitted, and the site development regulations applicable within the proposed district are consistent with the Palo Alto Comprehensive Plan (Goals, Policies, and proposed designation of Service Commercial for the Subject Property) and are compatible with existing and potential uses on adjoining sites or within the general vicinity. SECTION 30. Amendment of Zoning Map. Section 18.08.040 of the Palo Alto Municipal Code, the “Zoning Map,” is hereby amended by changing the zoning of Subject Property from Multiple Family Residential (RM-30) to “PC Planned Community Zone _____”. SECTION 31. Project Description. The Project as a whole is described in the Development Agreement. With respect to the Subject Property, the project comprises the uses included in this Ordinance, depicted on the Project Plans, incorporated by reference, including the following components: Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 113     30 (a) Retention of office uses at 3201-3225 Ash Street. SECTION 32. Land Uses (a) The following land uses shall be permitted, subject to the limitations stated in Section 4(c): (1) Those uses permitted in the Research, Office and Limited Manufacturing (ROLM) District on the effective date of this ordinance, except manufacturing uses, subject to the regulations contained in Title 18 of the Palo Alto Municipal Code. (2) Multiple-family residential. (b) The following land uses shall be conditionally permitted: (1) Those uses conditionally permitted in ROLM District on the effective date of this ordinance. (c) Special limitations on land uses include the following: (1) A maximum of 4,707 square feet may be devoted to uses permitted or conditionally permitted in the ROLM District. SECTION 33.Site Development Regulations and Development Schedule (a) Development Standards: Development standards for the Subject Property shall be those conforming to the 4,707 square foot building 3201-3225 Ash Street existing as of the effective date of this ordinance, except that the development standards for a multiple-family residential use shall be those applicable to the RM-30 zone district. (b) Parking and Loading Requirements: The applicant shall provide off-street parking at a ratio of 1 space per 250 sf, as shown on the Project Plans. This parking ratio is adopted in consideration of a Transportation Demand Management (TDM) Plan, which is attached hereto and incorporated herein by reference. Because off- site parking is planned at 340/380 Portage Avenue, a recorded covenant is required with the City as a third-party beneficiary. (c) Modifications to the Development Plan, Land Uses and Site Development Regulations: Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 114     31 Once the project has been constructed consistent with the approved Development Plan, any modifications to the exterior design of the Development Plan or any new construction not specifically permitted by the Development Plan or the site development regulations contained in Section 4 (a) – (c) above shall require an amendment to this Planned Community zone, unless the modification is a minor change as described in the Development Agreement. Any use not specifically permitted by this ordinance shall require an amendment to the PC ordinance. (g) Development Schedule: The project is required to include a Development Schedule pursuant to PAMC §18.38.100. The approved Development Schedule is set forth in the Development Agreement. SECTION 34. Public Benefits. (a) Public Benefits: Development of the Subject Property under the provisions of the PC Planned Community District will result in public benefits not otherwise attainable by application of the regulations of general districts or combining districts. The following public benefits are provided by the Project as a whole, of which the Subject Property is a part. (1) Restoration, rehabilitation, and maintenance of a _______ square foot portion an existing historically significant cannery, in a manner consistent with the Project Plans; (2) Provision of an approximately 2,600 square foot space for retail and interpretative display use and an adjacent outdoor seating area; (3) Dedication of approximately 3.25 acres of land, for use as a public park and for affordable housing, at the City’s sole discretion; (4) Payment of a $5 million public benefit fee; (5) Construction of 74 residential townhome units, as dictated by the market. (b) Monitoring of Conditions and Public Benefits: Not later than three (3) years following expiration of the Development Agreement and every three (3) years thereafter, the applicant shall request that the City review the project to assure that conditions of approval and public benefits remain in effect as provided in the original approval. The applicant shall provide adequate funding to reimburse the City for these costs. If conditions or benefits are found deficient by staff, the applicant Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 115     32 shall correct such conditions in not more than 90 days from notice by the City. If correction is not made within the prescribed timeframe, the Director of Planning and Community Environment will schedule review of the project before the Planning and Transportation Commission and Council to determine appropriate remedies, fines or other actions. SECTION 35. An Environmental Impact Report (EIR) for this project was prepared in accordance with the California Environmental Quality Act. The City Council certified the EIR and Mitigation Monitoring Program and adopted a resolution at its meeting of ___________. SECTION 8. This ordinance shall be effective on the thirty-first day after the date of its adoption (second reading). INTRODUCED: PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST:APPROVED: __________________________ City Clerk APPROVED AS TO FORM: __________________________ Assistant City Attorney _________________________ Mayor _________________________ City Manager __________________________ Director of Planning and Development Services Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 116     33 Exhibits: Item 2 Attachment D_Draft Planned Community Ordinances     Packet Pg. 117     **NOT YET APPROVED** DRAFT Attachment E APPROVAL NO. 2023- RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 200-404 PORTAGE AVENUE, 3201-3225 ASH STREET, 3040-3250 PARK BOULEVARD, AND 278 LAMBERT: DEVELOPMENT AGREEMENT, COMPREHENSIVE PLAN AMENDMENT, PLANNED COMMUNITY REZONING, VESTING TENTATIVE MAP WITH EXCEPTIONS, AND ADOPTION OF AN EIR MAKING OVERRIDING CONSIDERATIONS [FILE NO 22PLN-00287; 22PLN-00288] Development Agreement, Rezoning to Planned Community zones, Comprehensive Plan Amendment, and a Vesting Tentative Map with Exceptions to the Private Street Width to Allow Redevelopment of a 14.65-acre site at 200-404 Portage Avenue, 3040-3250 Park Boulevard, 3201-3225 Ash Street and 278 Lambert On _________, 2023, the City Council of the City of Palo Alto (“City Council”) approved a Development Agreement, Comprehensive Plan Land Use Map and Text Amendment, Planned Community Rezoning, Historic Review, and Vesting Tentative Map with Exceptions, making the following findings, determinations, and declarations: SECTION 1. BACKGROUND. A. On August 25, 2022 Sobrato Organization, herein referred to as “Sobrato”, applied for a Development Agreement, Comprehensive Plan Amendment, Planned Community Rezoning, Historic Review, and a Vesting Tentative Map with Exceptions to allow the development of 74 townhomes, conversion of 2,600 sf of Automotive Services Space to Research and Development Use, and Construction of a new single-story, two-Level Parking Garage. The also allows 154,506 sf of existing R&D space and 4,707 sf of existing office space to remain at the site. The project includes modifications to, including partial demolition of, the former Cannery Building, which is eligible for the California Register of Historic Resources. The project would also include dedication of lands and funds to the City for an affordable housing development as well as land for a park or other public open space use adjacent Matadero Creek. B. The project site consists of eleven (11) existing parcels located at 200-404 Portage Avenue, 3201-3225 Ash Street, 3040-3250 Park Boulevard, and 278 Lambert (APNS 132-32- 036, -037, -042; -043, and 132-38-043 and -071) totaling 14.65 acres. Existing uses include 154,506 sf of Research and Development Uses, 4,707 sf of office use, 7,600 sf of Automotive Service use, and approximately 84,000 sf of vacant retail space. C. On August 1, 2022 Council conducted a prescreening review of the proposed legislative actions in accordance with PAMC 18.79. D. On October 12, 2022 and October 26, 2022 Planning and Transportation Commission held study sessions to provide feedback and allow for public comment on the proposed Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 118     **NOT YET APPROVED** DRAFT project. On November 30, 2023 The Planning and Transportation Commission recommended that the applicant submit the proposed plans to the Architectural Review Board for review based on the conceptual design and proposed project in accordance with the Planned Community Rezoning process in 18.38 of the code. E. Following staff review, the Historical Resources Board (HRB) reviewed the project and recommended specific conditions of approval of the Project on May 25, 2023. F. Following staff and the HRB’s review, the Architectural Review Board (ARB) reviewed the project and recommended approval with conditions on June 15, 2023. G. Following the HRB and ARB’s review, the Planning and Transportation Commission (PTC) reviewed the project and recommended approval with conditions on July 12, 2023. H. On _____ 2023, the City Council reviewed the request for a Development Agreement, Comprehensive Plan Land Use Map and Text Amendment, as well as the application for Planned community Rezoning and a Vesting Tentative Map with Exceptions. After hearing public testimony, the Council voted to approve/adopt: a. Resolution _____adopting the EIR and making findings of overriding considerations for the project; b. Ordinance_____ approving the Development Agreement between the City and Sobrato; c. Resolution _____amending the Comprehensive Plan Land Use Map and Text; d. Ordinances _____, _______,______, ________, _______amending the zoning of the proposed resulting parcels to Planned Community; and e. This Record of Land Use Action. I. These applications are subject to the conditions set forth in Sections 6 and 7 of this Record of Land Use Action. SECTION 2. ENVIRONMENTAL REVIEW. with the California Environmental Quality Act (CEQA) the City prepared an Environmental Impact Report (“EIR”) for the 200 Portage Avenue Townhome Project to provide an assessment of the potential environmental consequences of approving and constructing the Project. A Draft EIR was circulated for public review for a 60 day period from September 16, 2022, through November 15, 2022. A Final EIR/EA was prepared to respond to comments and published on May 15, 2023. A revised Final EIR was prepared and released on June 2, 2023 and included a comment letter and associated responses to comments that were inadvertently omitted from the Final EIR. the City Council certified and made related findings by resolution No ___ on _______, 2022, prior to approval of the decision that is the subject of this RLUA. All mitigation measures as stated in the approved Mitigation Monitoring and Reporting Program (MMRP) have been incorporated into the conditions of approval. The MMRP is included in Exhibit A of this Record of Land Use Action. SECTION 3. ARCHITECTURAL REVIEW BOARD FINDINGS. The design and Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 119     **NOT YET APPROVED** DRAFT architecture of the proposed improvements, as conditioned, complies with the Findings for Architectural Review as required in Chapter 18.76 of the PAMC and Chapter 16.49 of the PAMC. Architecture Review Findings Finding #1: The design is consistent with applicable provisions of the Palo Alto Comprehensive Plan, Zoning Code, coordinated area plans (including compatibility requirements), and any relevant design guides. The project is consistent with Finding #1 because: With approval of the requested Comprehensive Plan Amendment and Planned Community Rezoning in accordance with the Development Agreement, the proposed project complies with the zoning code. The project complies with the context-based design criteria (as outlined under finding #2). The project is not located within a coordinated area plan area. The proposed project is consistent with the Comprehensive Plan, below is an analysis of the applicable goals and policies: Comp Plan Goals and Policies How project adheres or does not adhere to Comp Plan The Comprehensive Plan land use designation for the site is Multi-family Residential The project proposes to add a new public park and multi-family residential uses (74 townhomes and an affordable housing project) on the proposed City dedication parcel. These uses are consistent with the multi-family residential land use designation, which encourages high density residential uses within 0.5 miles of transit. As part of the negotiated Development Agreement, nonconforming uses within existing structures would be allowed to remain. The project includes a Comprehensive Plan Land Use Map Amendment to change the land use designation of three of the parcels to commercial services. This would align the existing uses with an appropriate underlying comprehensive plan land use designation that is consistent with the land use designation of surrounding areas. Land Use and Community Design Policy L-1.2: Limit future urban development to currently developed lands within the urban service area. The boundary of the urban service area is otherwise known as the urban growth boundary. Retain undeveloped land west of Foothill Expressway and Junipero Serra as open space, with allowances made for very low-intensity development consistent with the open space character of the area. Retain undeveloped land northeast The project is located on currently developed lands within the urban service area. Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 120     **NOT YET APPROVED** DRAFT of Highway 101 as open space. Policy L-1.3: Infill development in the urban service area should be compatible with its surroundings and the overall scale and character of the city to ensure a compact, efficient development pattern. The project is an urban infill development proposal in the urban service area of the city. Policy L-1.5: Regulate land uses in Palo Alto according to the land use definitions in this Element and Map L-6. With approval of the Comprehensive Plan text Amendment and Land Use Map Amendment, the project will be consistent with the land use definitions in this element and Map L-6, identifying the site as multi-family residential land use for the city dedication parcel and townhome parcel and service commercial for the areas with existing commercial uses. Policy L-1.6: Encourage land uses that address the needs of the community and manage change and development to benefit the community. The project provides 74 market rate units and dedicates land and funds to support a future affordable housing development on the City dedication parcel. The project seeks to addresses the housing crisis that the City Council has identified as a top priority, particularly targeting the deepest affordability levels. Policy L-1.11: Hold new development to the highest development standards in order to maintain Palo Alto’s livability and achieve the highest quality development with the least impacts The project utilizes high-quality material including high quality, durable, corrugated metal, thick, quality glass, wood, and stucco and the design is high quality, meeting the ARB findings for approval. Policy L-2.5: Support the creation of affordable housing units for middle to lower income level earners, such as City and school district employees, as feasible. The project includes dedication of a 3.25-acre parcel, one acre of which is anticipated to be used for an approximately 75-unit 10% affordable housing project. Policy L-2.8: When considering infill redevelopment, work to minimize displacement of existing residents. The project replaces vacant retail with a multi- family residential use. No residents would be displaced as a result of this project. Policy L-2.11: Encourage new development and redevelopment to incorporate greenery and natural features such as green rooftops, pocket parks, plazas and rain gardens. The project includes greenery and relief spaces along pedestrian mews between buildings as well as dedicating land for a new public park adjacent Matadero Creek. New tree plantings and greenery (bioretention areas) are provided between the single-family residential uses and proposed structures. Policy L-3.1: Ensure that new or remodeled structures are compatible with the neighborhood and adjacent structures. Although the development is taller than adjacent single-story developments, the project complies with the single-family residential daylight plane requirements where adjacent to a single-family Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 121     **NOT YET APPROVED** DRAFT Policy L-6.1: Promote high-quality design and site planning that is compatible with surrounding development and public spaces. use. The townhome design provides and appropriate transition between single family residential and higher density residential development. Landscaping is provided to buffer between uses. Policy L-3.4: Ensure that new multi-family buildings, entries and outdoor spaces are designed and arranged so that each development has a clear relationship to a public street. The project includes new stoops across the park frontage, connecting each of the park facing units tot eh street, providing a clear relationship to the street, Some units also face out onto Private Street A in order to create a sense of connection to the city dedication parcel in the anticipation that this will be redeveloped into a public park Policy L-6.2: Use the Zoning Ordinance, design review process, design guidelines and Coordinated Area Plans to ensure high quality residential and commercial design and architectural compatibility. The project is consistent with the City’s Zoning Ordinance and, on balance, meets the City’s design guidelines and the ARB findings for approval. Policy L-6.7: Where possible, avoid abrupt changes in scale and density between residential and non- residential areas and between residential areas of different densities. To promote compatibility and gradual transitions between land uses, place zoning district boundaries at mid-block locations rather than along streets wherever possible. The project includes retention of two existing single-story buildings, retention of a portion of the cannery building, and a new three-story townhome development. The proposed townhomes are an appropriate transition between single family residential uses and higher density multi-family housing. The townhomes and new parking garage meet or exceed the daylight plane requirements for the most restrictive abutting district (single-family residential). Policy L-6.8: Support existing regulations that preserve exposure to natural light for single-family residences The project complies with daylight plane and setbacks that would otherwise be required under the base zoning (and that meet or exceed the single-family residential zone district requirements) where it abuts R-1 zoning. Policy L-9.2: Encourage development that creatively integrates parking into the project, including by locating it behind buildings or underground wherever possible, or by providing for shared use of parking areas. Encourage other alternatives to surface parking lots that minimize the amount of land devoted to parking while still maintaining safe streets, street trees, a vibrant local economy and sufficient parking to meet demand. The current site is primarily paved parking lot. The proposed project removes one of the surface parking lots and consolidates much of the commercial parking toward the rear of the site in order to accommodate dedication of a parcel to the City for a public park. The proposed parking aligns with the existing ratios and is therefore anticipated to be sufficient to meet the demand. The townhome parcel has additional parking to support guests as well as parking for each unit in an area that would not be visible to the public. Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 122     **NOT YET APPROVED** DRAFT Policy L-9.3: Treat residential streets as both public ways and neighborhood amenities. Provide and maintain continuous sidewalks, healthy street trees, benches and other amenities that promote walking and “active” transportation. The project improves the street right-of-way through improved street planting and clear separation of the public sidewalk from the private property. The project increases the sidewalk along El Camino Real by providing a public easement to allow for a 12-foot effective sidewalk width. The clear walking path has been increased to 7’6” and additional planting on the interior yard and development that corresponds to the street provides a more inviting pedestrian environment. Policy T-1.17: Require new office, commercial and multi-family residential developments to provide improvements that improve bicycle and pedestrian connectivity as called for in the 2012 Palo Alto Bicycle + Pedestrian Transportation Plan. Policy T-1.19: Provide facilities that encourage and support bicycling and walking. The project includes a new dedicated two-way bicycle lane to align with the trail connections outlined in the 2012 Palo Alto Bicycle and Pedestrian Transportation Plan and improves existing conditions by adding bicycle spaces on the site. Policy T-5.1: All new development projects should manage parking demand generated by the project, without the use of on-street parking, consistent with the established parking regulations. As demonstrated parking demand decreases over time, parking requirements for new construction should decrease. The project provides required parking onsite. A TDM plan is required for the proposed office uses and is required to reduce trip generation by 30%. A draft of the TDM plan has been prepared and is still being reviewed by the City’s Transportation Division. Policy N-2.10: Preserve and protect Regulated Trees, such as native oaks and other significant trees, on public and private property, including landscape trees approved as part of a development review process and consider strategies for expanding tree protection in Palo Alto. The project includes the removal of some protected trees in a manner that is consistent with the tree protection ordinance and replaces all trees to be removed in accordance with the Tree technical manual’s requirements to ensure no net loss of canopy. protects existing trees over 15-inches. The project’s compliance with all code requirements is reflected in the landscape and T-1, 2, etc. sheets in the plan set. Program H2.1.2: Allow increased residential densities and mixed-use development only where adequate urban services and amenities, including roadway capacity, are available. The project is located within an urban area near the El Camino Real corridor in close proximity (less than 0.5 miles) to high-quality transit (Cal Ave Caltrain and bus stops). Goal H-2: Support the construction of housing near schools, transit, parks, shopping, employment and cultural institutions The project replaces existing vacant retail and paved parking with a new multi-family housing development and a future park in a transit-oriented location that is also near schools, shopping, and employment along El Camino Real and within the immediate vicinity of Stanford Research Park. The project has also been reviewed for conformance with the development standards in the zoning code Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 123     **NOT YET APPROVED** DRAFT and found to be in compliance with the intent and regulations contained therein. A comprehensive review of the project to applicable development standards is included in the administrative record (See Attachment B for a complete zoning consistency analysis). Finding #2: The project has a unified and coherent design, that: a. creates an internal sense of order and desirable environment for occupants, visitors , and the general community, b. preserves, respects and integrates existing natural features that contribute positively to the site and the historic character including historic resources of the area when relevant, c. is consistent with the context-based design criteria of the applicable zone district, d. provides harmonious transitions in scale, mass and character to adjacent land uses and land use designations, e. enhances living conditions on the site (if it includes residential uses) and in adjacent residential areas. The project is consistent with Finding #2 because: The proposed project creates an internal sense of order and desirable environment for occupants, visitors, and the general community by dedicating land for a new public park to help the City realize its vision to have a public open space in the North Ventura neighborhood adjacent to Matadero Creek, improving pedestrian and bicycle connections through the site, and creating pedestrian mews and seating areas outside the office space, retail area, and multi-family residential uses. The townhome units are well designed to provide for all modes of transportation and provide a desirable living space for future occupants. Although the project includes demolition of a historic resource deemed eligible for the California Register of Historic Resources, the project seeks to retain key character defining features that are recognizable (monitor roofs) and includes modifications to the building that help to convey the history of the site in a meaningful way that is publicly accessible, including through the creation of views from the retail space into the monitor roof, through the dedication of land for a public park across from the cannery building and townhomes, through the addition of an interpretive display that relays the history of the site and through the public art, which is anticipated to reflect the history of the site. The area consists of single-family residences along Olive Avenue and existing one-to-three story buildings with office and Research and Development uses. The proposed project would include three-story, multi-family residential townhomes and a single-story (two total levels with ground floor level) parking garage. The project transitions approp riately in scale from the low-density residential areas to mid-rise (three-level) townhome design, which is an appropriate transition. The parking garage and the residences would all be set back from lower density uses, comply with the daylight plane, and provide screening between these uses. Overall the project greatly enhances living conditions on the site, providing a desirable environment for future residents. The project is consistent with the context based-design criteria as detailed in Attachment F for both the new townhome development and the remaining cannery building/proposed parking garage. Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 124     **NOT YET APPROVED** DRAFT Finding #3: The design is of high aesthetic quality, using high quality, integrated materials and appropriate construction techniques, and incorporating textures, colors, and other details that are compatible with and enhance the surrounding area. The project is consistent with Finding #3 because: The project proposes a design that is of high aesthetic quality and uses high quality materials that are durable. The proposed textures, including the standing seem metal are deferential to the historic cannery building, restoring and replacing this material, which is a charact er defining features of the site. Overall, many of the colors are neutral with pops of accent color and blues to help break up the massing and highlight and differentiate pedestrian entries. The project incorporates landscaping and reduces paving in compar ison to the existing condition at the site in order to enhance the appearance of the site, particularly along the street frontage. Finding #4: The design is functional, allowing for ease and safety of pedestrian and bicycle traffic and providing for elements that support the building’s necessary operations (e.g. convenient vehicle access to property and utilities, appropriate arrangement and amount o f open space and integrated signage, if applicable, etc.). The project is consistent with Finding #4 because: The design is functional, allowing for ease and safety of pedestrian and bicycle traffic in that it provides separated walkways as well as a separated two-way bicycle path with a public access easement across the project site. There is convenient and orderly vehicular access and the utilities across the site will be undergrounded. The pedestrian paseos serve as open space areas as well as providing orderly access through the site and lead into the open retail space as well as the future public park area. Trash pickup will continue to occur on site for both the commercial uses and the new townhomes and updates the site to meet the current code requirements. Finding #5: The landscape design complements and enhances the building design and its surroundings, is appropriate to the site’s functions, and utilizes to the extent practical, regional indigenous drought resistant plant material capable of providing desirable habitat that can be appropriately maintained. The project is consistent with Finding #5 because: The project will provide drought-tolerant planting, the majority of which were selected from a California native palette. The selected varieties of trees would provide appropriate habitat for wildlife as a part of a bigger neighborhood and community wide system. The plantings along the pedestrian mews are designed to grow larger, providing both shade for southern facing frontages in time as well as providing privacy between residences across the pedestrian paseo. Finding #6: The project incorporates design principles that achieve sustainability in areas related to energy efficiency, water conservation, building materials, landscaping, and site planning. Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 125     **NOT YET APPROVED** DRAFT The project is consistent with Finding #6 because: In accordance with the City’s Green Building Regulations, the project will satisfy the requirements for CALGreen Mandatory + Tier 2. This includes providing solar and being an all-electric building. Drought tolerant native planting would also help to reduce water use and the planting palette complies with the Model Water Efficiency Landscape Ordinance requirements. SECTION 4. VESTING TENTATIVE MAP FINDINGS. A legislative body of a city shall deny approval of a tentative map, if it makes any of the following findings (California Government Code Section 66474). The City Council cannot make these findings for the following reasons: 1. That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451: With approval of the proposed associated legislative actions and Council’s adoption of a statement of overriding considerations for the demolition of a California Register Eligible Resource, the proposed map would be consistent with the Comprehensive Plan. There are no adopted specific plans for the project area. 2. That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans With approval of the proposed associated legislative actions to amend the Comprehensive Plan Land Use Map and Text to align historic, proposed and future uses of the site, the design and improvement of the proposed subdivision would be consistent with the applicable general plan. 3. That the site is not physically suitable for the type of development: The project includes development of multi-family housing and dedication of land for a public park, consistent with the existing zoning designation of the site as well as the retention of existing Research and Development and an Office Use on the site. These proposed uses and the physical improvements associated with them are physically suitable for the resulting parcels. A public access easement to dedicate multi-modal access across the private site, connecting Park Boulevard and Ash Street/Portage Avenue for the public benefit would be provided and is consistent with the Countywide Trails Master Plan and City Bicycle and Pedestrian Transportation Plan. 4. That the site is not physically suitable for the proposed density of development: The project would include retention of 142,744 sf of Research and Development Use, 74 new townhome units, a new parking garage, and dedication of 3.25 acres to the city for the purposes of a new pubic park and affordable housing project. The proposed multi-family residential use complies with the density allowed under the existing zoning (RM-30) which allows between 16 and 30 DU/AC. The project provides 28 DU/AC based on the net lot area and 18 DU/AC based on the gross lot area. Therefore, the site is physically suitable for the proposed density of development. Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 126     **NOT YET APPROVED** DRAFT 5. That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat: As detailed in the environmental impact report (SCH# 2021120444) the project would not result in a significant impact on biological resources. With incorporation of standard mitigation for the protect of nesting birds during the nesting season, impacts would be less than significant. The property is currently fully developed and the existing creek that runs through the site is concretized. The project does not include any physical improvements on or immediately adjacent the channel. Future improvements would be evaluated once a design sufficient to complete an analysis is available. 6. That the design of the subdivision or type of improvements is likely to cause serious public health problems: The project would not cause serious public health issues. The continuation of existing uses and the addition of multi-family housing and a park would not introduce new hazardous materials. All new structures as well as modifications to the existing cannery building would require compliance with current building, green building, and fire code requirements, bringing the existing site into conformance with current code requirements. The project was evaluated as part of an Environmental Impact Report (SCH # 2021120444) and the analysis concluded that the project would have a less than significant impact related to hazards and hazardous materials and other measures related to public health such as air quality and transportation. 7. That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds that alternate easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired by the public. This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision. The design of the subdivision will not conflict with any existing easements for access through or use of the property. All existing street, utility and creek easements would remain. New public utility easements would be dedicated as appropriate, bringing the site into conformance with the City’s requirements with respect to required easements. Additionally, a public access easement would be dedicated for the public benefit to provide multi-modal access between Park Boulevard and Portage Avenue. SECTION 5. MAP EXCEPTION FINDINGS. The proposed map with the exception to the private street width, complies with the exception findings as required in PAMC Chapter 21.32. 1. There are special circumstances or conditions affecting the property. The proposed project is part of a development agreement with the City and includes preservation of a portion of the existing cannery building, particularly the monitor roofs, the provision to provide 74 townhome units, and dedication of 3.25 acres of parkland to the City. Because the project includes preservation of the monitor roof portion of the building, the area in which the 74 townhomes is proposed to be provided is limited by the setbacks from Park Boulevard as well as the cannery Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 127     **NOT YET APPROVED** DRAFT building and the area being dedicated to the City. In order to provide the housing units while still maintaining these other features and benefits of the development agreement, the proposed street width between the townhome units would be reduced. The private streets along the perimeter of the development will continue to be 32’ and provide additional parking, consistent with the intent of the code. The 23’ proposed clearance on upper levels (29 feet on ground level) still exceeds the minimum necessary of 22 feet for the purposes of fire safety and waste pickup. 2. The exception is necessary for the preservation and enjoyment of a substantial property right of the petitioner. The proposed footprint of the townhome units is the minimum size necessary to accommodate vehicle parking in private garages on the ground floor and reasonably sized bedrooms on the upper levels while also providing the 74-units consistent with the broad terms of the development agreement and complying with the other benefits of the development agreement (land dedication and maintaining the monitor roofs). In order to comply with the required 32-foot private street width, the project would either needed to substantially reduce the number of units (removing an entire row of units) or reduce the size of the units in a manner that would render the housing development infeasible, affecting the preservation and enjoyment of the substantial property right of the petitioner. 3. The granting of the exception will not be detrimental to the public welfare or injurious to other property in the territory in which the property is situated. The proposed reduction in the street width would not be detrimental to the public welfare or injurious to other property in the territory in which the property is situated. The project would still provide 32 wide streets along exterior private streets and the reduction in private street widths would still be sufficient to accommodate safe backup space for vehicles, fire access in accordance with all applicable fire code requirements, as well as trash pickup. 4. The granting of the exception will not violate the requirements, goals, policies, or spirit of the law. The proposed reduction in the street width will not violate the requirements, goals, policies, or spirit of the law. The purpose of the street width is to provide for sufficient vehicular circulation while also allowing for parking on site. The proposed townhome development exceeds the code requirements for parking on site, regardless of the width of private streets serving individual garages. In addition, parking could not be provided along the private streets for which the exception is provided due to conflicts with fire, trash, and vehicular circulation even if the 32-foot width is maintained. SECTION 6. CONDITIONS OF APPROVAL FOR PLANNED COMMUNITY REZONING. PLANNING 1. CONFORMANCE WITH PLANS. Construction and development shall conform to the approved plans entitled, "3200 Park Boulevard, Palo Alto California City Submittal,” submitted to the City on _________, 2023 on file with the Planning Department, 250 Hamilton Avenue, Palo Alto, California except as modified by these conditions of approval. Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 128     **NOT YET APPROVED** DRAFT 2. BUILDING PERMIT. Apply for a building permit and meet any and all conditions of the Planning, Fire, Public Works, and Building Departments. 3. BUILDING PERMIT PLAN SET. A copy of this cover letter and conditions of approval shall be printed on the second page of the plans submitted for building permit. 4. PROJECT MODIFICATIONS. All modifications to the approved project shall be submitted for review and approval prior to construction. If during the Building Permit review and construction phase, the project is modified by the applicant, it is the responsibility of the applicant to contact the Planning Division/project planner directly to obtain approval of the project modification. It is the applicant’s responsibility to highlight any proposed changes to the project and to bring it to the project planner’s attention. 5. ENTITLEMENT EXPIRATION. The Development Agreement shall govern the terms of the project expiration for this project. 6. LANDSCAPE PLAN. Plantings shall be installed in accordance with the approved plan set and shall be permanently maintained and replaced as necessary. 7. NOISE THRESHOLDS ON RESIDENTIAL PROPERTY. All noise producing equipment shall be located outside of required setbacks. In accordance with PAMC Section 9.10.030, No person shall produce, suffer or allow to be produced by any machine, animal or device, or any combination of same, on residential property, a noise level more than six dB above the local ambient at any point outside of the property plane. 8. COVENANT. A covenant shall be recorded with the City as a third-party beneficiary to document the 17 off-site parking spaces for the benefit of the Ash Street parcel as required in accordance with the Ash Street Parcel ordinance (PC Ordinance _____). 9. MAINTENANCE. The applicant or its successor shall be responsible for the maintenance of the shared multi-modal path proposed between Park Boulevard and Portage Avenue/Ash Street. 10. ARB AD HOC. The aapplicant revise the plans to make the following changes and return to an ARB ad hoc committee: a. The paseo shall be a minimum of 28 feet wide; the drive aisles may be a minimum of 29 feet at the ground level b. The end unit of Building #1 (closest to Olive Avenue) be redesigned to eliminate the angled roof form that is incompatible with the rest of the building. 11. HABS DOCUMENTATION. The HABS required in accordance with MM CR-2 shall be augmented by the best current technology available and an appropriate repository for this information shall be established, subject to the approval of the Planning and Development Services Director. 12. POST CONSTRUCTION HISTORIC ANALYSIS. a post-construction analysis to be conducted of the remaining structure in order to evaluate it for inclusion and nomination of the monitor roof building section to the national register (evaluate for local listing, California landmark status, and historical point of interest status) Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 129     **NOT YET APPROVED** DRAFT 13. NOISE REPORT AT BUILDING STAGE. At the time of building permit issuance for new construction or for installation of any such interior or exterior mechanical equipment, the applicant shall submit an acoustical analysis by an acoustical engineer demonstrating projected compliance with the Noise Ordinance. The analysis shall be based on acoustical readings, equipment specifications and any proposed sound reduction measures, such as equipment enclosures or insulation, which demonstrate a sufficient degree of sound attenuation to assure that the prescribed noise levels will not be exceeded. 14. NOISE REPORT PRIOR TO INSPECTION. Where the acoustical analysis projected noise levels at or within 5 dB less than the Noise Ordinance limits, the applicant shall demonstrate the installed equipment complies with the anticipated noise levels and the Noise Ordinance prior to final Planning inspection approval. 15. LIGHTING. Between the hours of 10:00pm-6:00am (normal cessation of business hours), lighting within the building or on the property shall be reduced to its minimum necessary to facilitate security, in order to minimize light glare at night. 16. ESTIMATED IMPACT FEE. Development Impact Fees, currently estimated in the amount of $619,751.50, shall be paid prior to the issuance of the related building permit. This is separate from the public art fees, as required per the public art conditions of approval. 17. IMPACT FEE 90-DAY PROTEST PERIOD. California Government Code Section 66020 provides that a project applicant who desires to protest the fees, dedications, reservations, or other exactions imposed on a development project must initiate the protest at the time the development project is approved or conditionally approved or within ninety (90) days after the date that fees, dedications, reservations or exactions are imposed on the Project. Additionally, procedural requirements for protesting these development fees, dedications, reservations and exactions are set forth in Government Code Section 66020. IF YOU FAIL TO INITIATE A PROTEST WITHIN THE 90 -DAY PERIOD OR FOLLOW THE PROTEST PROCEDURES DESCRIBED IN GOVERNMENT CODE SECTION 66020, YOU WILL BE BARRED FROM CHALLENGING THE VALIDITY OR REASONABLENESS OF THE FEES, DEDICATIONS, RESERVATIONS, AND EXACTIONS. If these requirements constitute fees, taxes, assessments, dedications, reservations, or other exactions as specified in Government Code Sections 66020(a) or 66021, this is to provide notification that, as of the date of this notice, the 90-day period has begun in which you may protest these requirements. This matter is subject to the California Code of Civil Procedures (CCP) Section 1094.5; the time by which judicial review must be sought is governed by CCP Section 1094.6. 18. FINAL INSPECTION. A Planning Division Final inspection will be required to determine substantial compliance with the approved plans prior to the scheduling of a Building Division final. Any revisions during the building process must be approved by Planning, including but not limited to; materials, landscaping and hard surface locations. Contact your Project Planner, Claire Raybould at Claire.Raybould@cityofpaloalto.org to schedule this inspection. 19. INDEMNITY. To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 130     **NOT YET APPROVED** DRAFT (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice. 20. SIGN APPROVAL NEEDED. No signs are approved at this time. All signs shall conform to the requirements of Title 16.20 of the Palo Alto Municipal Code (Sign Code) and shall be subject to approval by the Director of Planning. 21. MITIGATION MONITORING AND REPORTING PROGRAM. Mitigation Monitoring and Reporting Program (MMRP), prepared for this project in compliance with the California Environmental Quality Act (CEQA), shall be incorporated by reference as conditions of approval. The applicant shall comply with all specified mitigation measures in the timelines outlined in the project’s MMRP. 22. REFUSE. All trash areas shall be effectively screened from view and covered and maintained in an orderly state to prevent water from entering into the garbage container. No outdoor storage is allowed/permitted unless designated on the approved plan set. Trash areas shall be maintained in a manner to discourage illegal dumping. PUBLIC WORKS ZERO WASTE 23. REQUIRED DECONSTRUCTION. In conformance with PAMC 5.24, deconstruction and source separation are required for all residential and commercial projects where structures (other than a garage or ADU) are being completely removed, demolition is no longer allowed. Deconstruction takes longer than traditional demolition, it is important to plan ahead. For more information, visit www.cityofpaloalto.org/deconstruction. 24. SALVAGE SURVEY FOR REUSE. A Salvage Survey is required for deconstruction permit applications. The survey shall be conducted by a City approved reuse vendor. The survey submittal shall include an itemized list of materials that are salvageable for reuse from the project. The applicant shall source separate and deliver materials for reuse. Certification is required indicating that all materials identified in the survey are properly salvaged. Contact The ReUse People to schedule this FREE survey by phone (888) 588-9490 or e-mail info@thereusepeople.org. More information can be found at www.TheReusePeople.org. Please upload a completed copy to the deconstruction permit. 25. SOURCE SEPARATION FOR RECYCLING. The applicant shall source separate deconstruction materials into specific categories for recycling. Additional staging areas for source separated materials will need to be considered. All materials shall be delivered to one of the City approved materials recovery facilities listed in Green Halo, all records shall be uploaded to www.greenhalosystems.com. 26. TRASH SERVICE LOADING. On the plans submitted for building permit show a loading zone/signage that restricts parking on street A during trash services hours to ensure that cars do not block the service area. The applicant shall bear the cost for any curb painting and signage. 27. TRASH SERVICING. On the plans submitted for building permit revise the layout of the main trash collection room to provide 36 inches between each of the metal bins. No stacking of bins and carts will be allowed, each bin and cart must be equally and easily accessible. The service aisle used to maneuver the bins and carts must be 1.5 times the width of the largest bin. The plans submitted for building permit shall also note that GreenWaste will not be servicing the refuse enclosure for the first- Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 131     **NOT YET APPROVED** DRAFT floor residents and that a maximum of 4 – 96gal carts will be brought to the main trash collection room for service. There shall be 6 inches between each of the carts. 28. TRASH ENCLOSURES. The trash enclosure rooms shall comply with the trash enclosure area guidelines requirements. Any changes to the trash room at building permit shall ensure compliance with the requirements. If a hose bib is installed, additional requirements may apply. 29. REFUSE SEPARATION AND COLOR-CODING. Cut sheets for the color-coded internal and external containers, related color-coded millwork, and colored signage must be included in the building plans prior to receiving approval from zero waste. Containers, signage and millwork shall comply with Palo Alto Municipal Code 5.20.108. The three refuse containers shall include recycle (blue container), compost (green container), and garbage (black container). Applicant shall present on the plan the locations and quantity of both (any) internal and external refuse containers, it’s millwork, along with the signage. This requirement applies to any external or internal refuse containers located in common areas such as lobby, community room, open space, and etc. except for restrooms, copy area, and mother’s room. Millwork to store the color-coded refuse containers must have a minimum of four inches in height, wrapping around the full width of the millwork. Signage must be color coded with photos or illustrations of commonly discarded items. Restrooms must have a green compost container for paper towels and an optional black landfill container if applicable. Mail area must have either a recycle and trash bin only, or all three refuse receptacles (green compost, blue recycle, and black landfill container). Gym must minimally have a blue recycle container and black landfill container. Please refer to PAMC 5.20.108 and the Internal Container Guide. Examples of appropriate signage can be found in the Managing Zero Waste at Your Business Guide. Electronic copies of these signage can be found on the Zero Waste Palo Alto’s website, https://www.cityofpaloalto.org/Departments/Public-Works/Zero-Waste/What-Goes- Where/Toolkit#section-2 and hard copies can be requested from the waste hauler, Greenwaste of Palo Alto, (650) 493-4894. PUBLIC WORKS ENGINEERING 30. PUBLIC WORKS APPLICATIONS, FORMS, AND DOCUMENTS: Applicant shall be advised that most forms, applications, and informational documents related to Public Works Engineering conditions can be found at the following link: https://www.cityofpaloalto.org/Departments/Public-Works/Engineering-Services/Forms-and-Permits 31. OVERVIEW AND GUIDELINES FOR THE REVIEW OF SUBDIVISION PROJECTS: Developer shall familiarize themselves with the guidelines described in the November 2007 revision of the document titled “Overview and Guidelines for the Review of Subdivision Projects”. Particularly Section II (items 5 through 12) and Section V (items A through C). https://www.cityofpaloalto.org/files/assets/public/planning-amp-development-services/file- migration/current-planning/forms-and-guidelines/overview-and-guidelines-for-the-review-of- subdivision-projects.pdf 32. SUBDIVISION IMPROVEMENT AGREEMENT: The applicant shall execute a Subdivision Improvement Agreement and provide improvement securities (Bonds) for all proposed public improvements. THE AGREEMENT SHALL BE EXECUTED PRIOR TO MAP RECORDATION OR ISSUANCE OF ANY PERMITS FOR CONSTRUCTION, ONSITE AND OFFSITE. ADVISORY -- The applicant shall provide a detailed itemized stamped and signed engineer's estimate for all off-site public improvements which will be reviewed to determine the security amount. Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 132     **NOT YET APPROVED** DRAFT 33. PARCEL MAP/FINAL MAP: This project is subject to, and contingent upon the approval of a Final map and recordation of a Final Map. The submittal, approval and recordation of the Map shall be in accordance with the provisions of the California Subdivision Map Act and Palo Alto Municipal Code Title 21 Subdivision requirements. All existing and proposed property lines, easements, dedications shown on the tentative map are subject to City’s technical review and staff approval during the map process prior to issuance of any construction permits. 34. MAP THIRD-PARTY REVIEW: The City contracts with a third-party surveyor that will review and provide approval of the map’s technical correctness as the City Surveyor, as permitted by the Subdivision Map Act. The Public Works Department will forward a Scope & Fee Letter from the third-party surveyor and the applicant will be responsible for payment of the fee’s indicated therein, which is based on the complexity of the map. 35. STREETWORK PERMIT: The applicant shall obtain a Streetwork Permit from the Department of Public Works for all public improvements. 36. GRADING AND EXCAVATION PERMIT: A Grading Permit is required per PAMC Chapter 16.28. The permit application and all applicable documents (see Section H of application) shall be submitted to Public Works Engineering. Add the following note: “THIS GRADING PERMIT WILL ONLY AUTHORIZE GENERAL GRADING AND INSTALLATION OF THE STORM DRAIN SYSTEM. OTHER BUILDING AND UTILITY IMPROVEMENTS ARE SHOWN FOR REFERENCE INFORMATION ONLY AND ARE SUBJECT TO SEPARATE BUILDING PERMIT APPROVAL.” 37. ROUGH GRADING: provide a Rough Grading Plan for the work proposed as part of the Grading and Excavation Permit application. The Rough Grading Plans shall including the following: pad elevation, elevator pit elevation, ground monitoring wells, limits of over excavation, stockpile area of material, overall earthwork volumes (cut and fill), temporary shoring for any existing facilities, ramps for access, crane locations (if any), tree protection measures, etc. 38. GEOTECHNICAL ENGINEER STATEMENT: The grading plans shall include the following statement signed and sealed by the Geotechnical Engineer of Record: “THIS PLAN HAS BEEN REVIEWED AND FOUND TO BE IN GENERAL CONFORMANCE WITH THE INTENT AND PURPOSE OF THE GEOTECHNICAL REPORT”. 39. SWPPP: This proposed development will disturb more than one acre of land. Accordingly, the applicant shall 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 (NOI) shall 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 NOI 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. 40. ENCROACHMENT PERMIT: Prior to any work in the public right-of-way, the applicant shall obtain an encroachment permit from the Public Works Department for any work that encroaches onto the City right-of-way. Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 133     **NOT YET APPROVED** DRAFT 41. LOGISTICS PLAN: A construction logistics plan shall be provided addressing all impacts to the public including, at a minimum: work hours, noticing of affected businesses, bus stop relocations, construction signage, dust control, noise control, storm water pollution prevention, job trailer, contractors’ parking, truck routes, staging, concrete pours, crane lifts, scaffolding, materials storage, pedestrian safety, and traffic control. All truck routes shall conform to the City of Palo Alto’s Trucks and Truck Route Ordinance, Chapter 10.48, and the route map. NOTE: Some items/tasks on the logistics plan may require an encroachment permit. 42. C.3 THIRD-PARTY CERTIFICATION: Applicant shall provide certification from a qualified third-party reviewer that the proposed permanent storm water pollution prevention measures comply with the requirements of Provision C.3 and Palo Alto Municipal Code Chapter 16.11. Submit the following: a. Stamped and signed C.3 data form (September 2019 version) from SCVURPPP. https://scvurppp.org/wp- content/uploads/2019/10/SCVURPPP_C3_Data_Form_September2019_fillable_final_9-24-19.pdf b. Final stamped and signed letter confirming which documents were reviewed and that the project complies with Provision C.3 and PAMC 16.11. 43. C.3 STORMWATER AGREEMENT: The applicant shall enter into a Stormwater Maintenance Agreement with the City to guarantee the ongoing maintenance of the permanent storm water pollution prevention measures. The City will inspect the treatment measures yearly and charge an inspection fee. The agreement shall be executed by the applicant team prior to building permit issuance. 44. C.3 FINAL THIRD PARTY CERTIFICATION PRIOR TO OCCUPANCY: Within 45 days of the installation of the required storm water treatment measures and prior to the issuance of an occupancy permit for the building, the third-party reviewer shall submit to the City a certification verifying that all the permanent storm water pollution prevention measures were installed in accordance with the approved plans. 45. PAVEMENT RESTORATION: The applicant shall restore the pavement along the entire project frontage, curb-to-curb, by performing a 3.5” grind and overlay. The exact restoration limits will be determined once the resulting road condition is known following completion of heavy construction activities and utility lateral installations, at minimum the extent will be the project frontage. 46. EXISTING EASEMENTS: Provide documentation showing approval from the entities affected by the onsite easements to verify that the work within said easements is permitted. 47. PRIOR TO PUBLIC WORKS FINAL/ACCEPTANCE (STORM DRAIN LOGO): The applicant is required to paint “No Dumping/Flows to Matadero Creek” in blue on a white background adjacent to all onsite storm drain inlets. The name of the creek to which the proposed development drains can be obtained from Public Works Engineering. Stencils of the logo are available from the Public Works Environmental Compliance Division, which may be contacted at (650) 329-2598. Include the instruction to paint the logos on the construction grading and drainage plan. 48. PRIOR TO PUBLIC WORKS FINAL/ACCEPTANCE (RECORD DRAWINGS): At the conclusion of the project applicant shall provide digital as-built/record drawings of all improvements constructed in the public right-of-way or easements in which the City owns an interest. Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 134     **NOT YET APPROVED** DRAFT OFFICE OF TRANSPORTATION 49. TDM PROGRAM AND ANNUAL REPORTING REQUIREMENT: The applicant shall abide by the Final Transportation Demand Management (TDM) plan, entitled “340 Portage Ave Research & Development Transportation Demand Management Plan (TDM)”, to the satisfaction of the Director of Planning and Development Services. The TDM plan includes measures and programs to achieve a reduction in single-occupancy vehicle trips to the site by a minimum of 15%. The TDM plan includes an annual monitoring plan to document mode split and trips to the project site. The TDM annual report shall be submitted to the Chief Transportation Official. Monitoring and reporting requirements may be revised in the future if the minimum reduction is not achieved through the measures and programs initially implemented. Projects that do not achieve the required reduction may be subject to daily penalties as set forth in the City’s fee schedule. The owner or the future tenant shall provide free transit passes to all R&D employees as part of the TDM plan. WASTE-GAS-WATER UTILITIES PRIOR TO ISSUANCE OF DEMOLITION PERMIT 50. The applicant shall submit a request to disconnect utility services and remove meters. The utilities demo is to be processed within 10 working days after receipt of the request. The demolition permit will be issued by the building inspection division after all utility services and/or meters have been disconnected and removed. FOR BUILDING PERMIT 51. The applicant shall submit a completed water-gas-wastewater service connection application - load sheet for the City of Palo Alto Utilities. The applicant must provide all the information requested for utility service demands (water in fixture units/g.p.m., fire in g.p.m., and sewer in fixture units/g.p.d.). The applicant shall provide the new loads and the combined/total loads. Show on the plans by adding a text note: THIS IS AN “ALL-ELECTRIC” BUILDING PROJECT NO NEW GAS SERVICE OR GAS HOOKUPS WILL BE INSTALLED. 52. 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. Plans for new wastewater laterals and mains need to include new wastewater pipe profiles showing existing potentially conflicting utilities, especially storm drain pipes, and electric and communication duct banks. Existing duct banks need to be daylighted by potholing to the bottom of the duct bank to verify the cross section prior to plan approval and starting lateral installation. Plans for new storm drain mains and laterals need to include profiles showing existing potential conflicts with sewer, water, and gas. 53. 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.). 54. The applicant shall be responsible for installing and upgrading the existing utility mains and/or services, laterals as necessary to handle anticipated peak loads. This responsibility includes all costs Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 135     **NOT YET APPROVED** DRAFT associated with the design and construction for the installation/upgrade of the utility mains and/or services/laterals. 55. An approved reduced 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 feet of the property line. RPPA’s for domestic service shall be lead free. Show the location of the RPPA on the plans. 56. An approved reduced pressure detector assembly (RPDA backflow preventer device, STD. WD-12A or STD. WD-12B) is required for all existing and new fire water connections from Palo Alto Utilities to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. The RPDA shall be installed on the owner's property and directly behind the City’s fire service, within 5’ (feet) of the property line or City Right of Way. 57. All backflow preventer devices shall be approved by the WGW engineering division. Inspection by the city inspector is required for the supply pipe between the meter and the assembly. 58. The applicant shall pay the capacity fees and connection fees associated with new utility service/s or added demand on 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. 59. Each parcel shall have its own water service and sewer lateral connection shown on the plans. 60. All existing water, and gas. and wastewater services/laterals that will not be reused shall be abandoned at the main per the latest WGW utilities standards. 61. The applicant shall provide to the WGW Utility Engineering department a copy of the plans for the fire system including all fire department's requirements prior to the actual service installation. 62. All utility installations shall be in accordance with the City of Palo Alto utility standards for water, gas, & wastewater. PUBLIC WORKS URBAN FORESTRY 63. PLAN SET REQUIREMENTS. The final Plans submitted for building permit shall include a. SHEET T-1, BUILDING PERMIT. The building permit plan set will include the City’s full-sized, Sheet T-1 (Tree Protection-it's Part of the Plan!), available on the Development Center website at http://www.cityofpaloalto.org/civicax/filebank/documents/31783. The Applicant shall complete and sign the Tree Disclosure Statement and recognize the Project Arborist Tree Activity Inspection Schedule. Monthly reporting to Urban Forestry/Contractor is mandatory. (Insp. #1: applies to all projects; with tree preservation report: Insp. #2-6 applies; with landscape plan: Insp. #7 applies.) b. The Tree Preservation Report (TPR). All sheets of the Applicant’s TPR approved by the City for full implementation by Contractor, ArborResources, Inc., shall be printed on numbered Sheet T-1 (T-2, T-3, etc) and added to the sheet index. Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 136     **NOT YET APPROVED** DRAFT 64. PLANS--SHOW PROTECTIVE TREE FENCING. The Plan Set (esp. site, demolition, grading & drainage, foundation, irrigation, tree disposition, utility sheets, etc.) must delineate/show Type I or Type II fencing around each Regulated Trees, using a bold dashed line enclosing the Tree Protection Zone as shown on Standard Dwg. #605, Sheet T-1, and the City Tree Technical Manual, Section 6.35-Site Plans; or using the Project Arborist’s unique diagram for each Tree Protection Zone enclosure. 65. SITE PLAN REQUIREMENTS. Plans with Public Trees shall show (a) Type II street tree fencing enclosing the entire parkway strip or, (b) Type I protection to the outer branch dripline (for rolled curb & sidewalk or no-sidewalk situations.) a. Add Site Plan Notes. i. Note #1. Apply to the site plan stating, "All tree protection and inspection schedule measures, design recommendations, watering and construction scheduling shall be implemented in full by owner and contractor, as stated on Sheet T-1, in the Tree Protection Report and the approved plans”. ii. Note #2. All civil plans, grading plans, irrigation plans, site plans and utility plans and relevant sheets shall add a note applying to the trees to be protected, including neighboring trees stating: "Regulated Tree--before working in this area contact the Project Site Arborist at 650-654-3351 "; iii. Note #3. Utility (sanitary sewer/gas/water/backflow/electric/storm drain) plan sheets shall include the following note: “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-1 for instructions.” iv. Note #4. “Basement or foundation plan. Soils Report and Excavation for basement construction within the 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 Urban Forestry approval, please call (650) 496-5953.” v. Note #5. “Pruning Restrictions. No pruning or clearance cutting of branches is permitted on City trees. Contractor shall obtain a Public Tree Permit from Urban Forestry (650-496-5953) for any work on Public Trees” 66. TREE PROTECTION VERIFICATION. Prior to demolition, grading or building permit issuance, a written verification from the contractor that the required protective fencing 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. DURING CONSTRUCTION 67. EXCAVATION RESTRICTIONS APPLY (TTM, 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 to be implemented by Contractor. Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 137     **NOT YET APPROVED** DRAFT 68. PLAN CHANGES. Revisions and/or changes to plans before or during construction shall be reviewed and responded to by the (a) project site arborist, ArborResources, (650-496-5953, or (b) landscape architect with written letter of acceptance before submitting the revision to the Building Department for review by Planning, PW or Urban Forestry. 69. TREE PROTECTION COMPLIANCE. The owner and contractor shall implement all protection and inspection schedule measures, design recommendations and construction scheduling as stated in the TPR & Sheet T-1, and is subject to code compliance action pursuant to PAMC 8.10.080. The required protective fencing shall remain in place until final landscaping and inspection of the project. Project arborist approval must be obtained and documented in the monthly activity report sent to the City. The mandatory Contractor and Arborist Monthly Tree Activity Report shall be sent monthly to the City (pwps@cityofpaloalto.org) beginning with the initial verification approval, using the template in the Tree Technical Manual, Addendum 11. 70. 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 of 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. 71. GENERAL. The following general tree preservation measures apply to all trees to be retained: No storage of material, topsoil, vehicles or equipment shall be permitted within the tree enclosure area. The ground under and around the tree canopy area shall not be altered. Trees to be retained shall be irrigated, aerated and maintained as necessary to ensure survival. POST CONSTRUCTION 72. MAINTENANCE. All landscape and trees shall be maintained, watered, fertilized, and pruned according to Best Management Practices-Pruning (ANSI A300-2008 or current version) and the City Tree Technical Manual, Section 5.00. Any vegetation that dies shall be replaced or failed automatic irrigation repaired by the current property owner within 30 days of discovery. BUILDING DIVISION 73. Building Permits submitted after 1/1/2023 shall comply to the 2022 Ca Building Standards Code as amended by the city of Palo Alto. 74. Illustrate CALGREEN compliance in accordance to the 2022 CALGREEN as amended by the city of Palo Alto. Additional information can be found at this link: https://www.cityofpaloalto.org/Departments/Planning-Development-Services/Development- Services/Green-Building/Compliance 75. All new buildings shall be all electric, no gas is allowed. 76. Submit a soil report and structural calculations as part of the building permit submittal. 77. Submit complete Mechanical, Electrical, and Plumbing design/plans and completed T24 documentation (calculations/forms) as part of the building permit submittal. Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 138     **NOT YET APPROVED** DRAFT Water Quality 78. All Bay Area Municipal Regional Stormwater Permit requirements shall be followed. Refer to the Santa Clara Valley Urban Runoff Pollution Prevention Program C.3 Handbook (download here: http://scvurppp-w2k.com/c3_handbook.shtml) for details. 79. Add these bullets as notes to building plans on Stormwater Treatment (C.3) Plan – a. For all C.3 features, vendor specifications regarding installation and maintenance should be followed and provided to city staff. Copies must be submitted to Pam Boyle Rodriguez at pamela.boylerodriguez@cityofpaloalto.org b. Staff from Stormwater Program (Watershed Protection Division) may be present during installation of stormwater treatment measures. Contact Pam Boyle Rodriguez, Stormwater Program Manager, at (650) 329-2421 before installation. Public Art 80. PUBLIC ART IN PRIVATE DEVELOPMENT. The project triggers the Public Art in Private Development ordinance, requiring that 1% of the estimated cost of construction be spent either on art on-site, or the payment of the equivalent funds to the Public Art Fund in-lieu of commissioning artwork on site. The applicant has submitted a public art application indicating a total public art value of $840,000. The applicant intends to commission art on site during phase one of the project in the amount of $420,000 and pay the final $420,000 as an in-lieu contribution to the Public Art Fund at the time they apply for that phase two building permit. The applicant must complete their final approval with the Public Art Commission prior to the issuance of a building permit. SECTION 7. CONDITIONS OF APPROVAL FOR VESTING TENTATIVE MAP. Planning Division 1. PROJECT PLANS. The Vesting Tentative Map submitted for review and approval by the City Council shall be in substantial conformance with the Vesting Tentative Map titled “Vesting Tentative Map: A five lot subdivision, Lot 1 for Residential Condominium Purposes for a Maximum of 74 Residential Condominiums 200 Park Boulevard” dated July 3, 2023, except as modified to incorporate the conditions of this approval. 2. FINAL MAP COVER PAGE. At such time as the final map is filed, the cover page shall include the name and title of the Director of Planning and Development Services 3. STANDARD CC&R REQUIREMENTS. PAMC Section 16.38 provides that all condominium and other “community housing projects” shall submit Covenants, Conditions, and Restrictions (CC&Rs) to the City Attorney for approval before issuance of the Final Map. The City Attorney has developed standard covenants which shall be included in all CC&Rs. 4. INDEMNITY. To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 139     **NOT YET APPROVED** DRAFT incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice. Public Works Engineering 5. PUBLIC WORKS APPLICATIONS, FORMS, AND DOCUMENTS: Applicant shall be advised that all forms, applications, and informational documents related to Public Works Engineering conditions can be found at the following link: https://www.cityofpaloalto.org/Departments/Public-Works/Engineering-Services/Forms-and- Permits 6. IMPROVEMENT PLANS: The applicant shall arrange a meeting with the Public Works Engineering, Water/Gas/Wastewater Engineering, Electric Utilities Engineering, Planning, and Transportation Divisions and the Fire Department after Council approval of the Vesting Tentative Map to discuss the on-site and off-site improvements that will be required. The improvement plans must then be reviewed and approved by the City prior to submittal of the parcel or final map. ADVISORY -- The applicant shall provide a detailed itemized stamped and signed engineer's estimate for all off-site public improvements which will be reviewed to determine the security amount. 7. SUBDIVISION IMPROVEMENT AGREEMENT: The applicant shall execute a Subdivision Improvement Agreement and provide improvement securities (Bonds) for all proposed public improvements. The Agreement shall be executed prior to map recordation or issuance of any permits for construction, onsite and offsite. ADVISORY -- The applicant shall provide a detailed itemized stamped and signed engineer's estimate for all off-site public improvements which will be reviewed to determine the security amount. 8. GRADING PERMIT: A Grading Permit is required per PAMC Chapter 16.28. The permit application and all applicable documents (see Section H of application) shall be submitted to Public Works Engineering. ADVISORY -- A grading permit only authorizes grading and storm drain improvements, therefore, the following note shall be included on each grading permit plan sheet: “THIS GRADING PERMIT WILL ONLY AUTHORIZE GENERAL GRADING AND INSTALLATION OF THE STORM DRAIN SYSTEM. OTHER BUILDING AND UTILITY IMPROVEMENTS ARE SHOWN FOR REFERENCE INFORMATION ONLY AND ARE SUBJECT TO SEPARATE BUILDING PERMIT APPROVAL.” 9. GEOTECHNICAL ENGINEER STATEMENT: The grading plans shall include the following statement signed and sealed by the Geotechnical Engineer of Record: “THIS PLAN HAS BEEN REVIEWED AND FOUND TO BE IN GENERAL CONFORMANCE WITH THE INTENT AND PURPOSE OF THE GEOTECHNICAL REPORT”. 10. FINAL MAP THIRD-PARTY REVIEW: The City contracts with a third-party surveyor that will review and provide approval of the map’s technical correctness as the City Surveyor, as permitted by the Subdivision Map Act. The Public Works Department will forward a Scope & Fee Letter from the third-party surveyor and the applicant will be responsible for payment of the fee’s indicated therein. 11. STREETWORK PERMIT: The applicant shall obtain a Streetwork Permit from the Department of Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 140     **NOT YET APPROVED** DRAFT Public Works for all offsite and public improvements. Note that the engineer’s estimate is directly related to this permit’s scope of work. 12. ENCROACHMENT PERMIT: Prior to any work in the public right-of-way, the applicant shall obtain an encroachment permit from the Public Works Department for any work that encroaches onto the City right-of-way. 13. LOGISTICS PLAN: A construction logistics plan shall be provided addressing all impacts to the public and including, at a minimum: work hours, noticing of affected businesses, construction signage, dust control, noise control, storm water pollution prevention, job trailer, contractors’ parking, truck routes, staging, concrete pours, crane lifts, scaffolding, materials storage, pedestrian safety, and traffic control. All truck routes shall conform to the City of Palo Alto’s Trucks and Truck Route Ordinance, Chapter 10.48, and the route map, which outlines truck routes available throughout the City of Palo Alto. 14. SWPPP: The proposed development will disturb more than one acre of land. Accordingly, the applicant will be required to comply with the State of California’s General Permit for Storm Water Discharges Associated with Construction Activity. This entails filing a Notice of Intent to Comply (NOI), paying a filing fee, and preparing and implementing a site-specific storm water pollution prevention plan (SWPPP) that addresses both construction-stage and post- construction BMP’s for storm water quality protection. 15. STORMWATER POLLUTION PREVENTION: All improvement plan sets shall include the “Pollution Prevention – It’s Part of the Plan” sheet. 16. C.3 THIRD-PARTY CERTIFICATION: Applicant shall provide certification from a qualified third- party reviewer that the proposed permanent storm water pollution prevention measures comply with the requirements of Provision C.3 and Palo Alto Municipal Code Chapter 16.11. The third-party reviewer shall provide the following documents to Public Works prior to building permit approval: a. Stamped and signed C.3 data form (September 2019 version) from SCVURPPP. https://scvurppp.org/wp- content/uploads/2019/10/SCVURPPP_C3_Data_Form_September2019_fillable_final_9-24- 19.pdf b. Final stamped and signed letter confirming which documents were reviewed and that the project complies with Provision C.3 and PAMC 16.11. 17. C.3 STORMWATER AGREEMENT: The applicant shall enter into a Stormwater Maintenance Agreement with the City to guarantee the ongoing maintenance of the permanent storm water pollution prevention measures. The City will inspect the treatment measures yearly and charge an inspection fee. The agreement shall be executed by the applicant team prior to building permit approval. Note: Any revisions to the C.3 stormwater pollution prevention measures that are necessary to facilitate installation of said measures will be addressed in the agreement and the accompanying exhibits, executed by the City, and recorded with the County. Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 141     **NOT YET APPROVED** DRAFT 18. C.3 FINAL THIRD PARTY CERTIFICATION PRIOR TO OCCUPANCY: Within 45 days of the installation of the required storm water treatment measures and prior to the issuance of an occupancy permit for the building, the third-party reviewer shall submit to the City a certification verifying that all the permanent storm water pollution prevention measures were installed in accordance with the approved plans. 19. IMPERVIOUS SURFACE AREA: The project will be creating or replacing 500 square feet or more of impervious surface. Accordingly, the applicant shall provide calculations of the existing and proposed impervious surface areas with the building permit application. The Impervious Area Worksheet for Land Developments form and instructions are available at the Development Center or on our website. To determine the impervious surface area that is being disturbed, provide the quantity on the site plan. 20. PRIOR TO PUBLIC WORKS FINAL/ACCEPTANCE: a. Storm Drain Logos: The applicant is required to paint “No Dumping/Flows to Matadero Creek” in blue on a white background adjacent to all onsite storm drain inlets. The name of the creek to which the proposed development drains can be obtained from Public Works Engineering. Stencils of the logo are available from the Public Works Environmental Compliance Division, which may be contacted at (650) 329-2598. Include the instruction to paint the logos on the construction grading and drainage plan b. Record Drawings: At the conclusion of the project applicant shall provide digital as- built/record drawings of all improvements constructed in the public right-of-way or easements in which the City owns an interest. SECTION 8. TERMS OF APPROVAL. The approvals in this document shall be valid per the terms provided in the Development Agreement. PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Mayor APPROVED AS TO FORM: Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 142     **NOT YET APPROVED** DRAFT Senior Assistant City Attorney Director Planning and Development Services Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 143     **NOT YET APPROVED** DRAFT Exhibit A: Mitigation Monitoring and Reporting Plan Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 144     MITIGATION MONITORING + REPORTING PROGRAM City of Palo Alto ⬧ Mitigation Monitoring + Reporting Program P a g e | 1 PROJECT NAME 3200 Park Development Agreement APPLICATION NUMBER 22PLN-00287; 22PLN- 00288 APPLICANT AGREEMENT [INSERT Signature] DATE 8/XX/2023 APPROVED BY [INSERT Signature] APPLICANT/OWNER Sobrato Organization 599 Castro Street, Suite 400 Mountain View, CA 94041 (650) 876-7010 The Final Environmental Impact Report (EIR) for the 200 Portage Avenue Townhome Project identifies the mitigation measures that must be implemented to reduce the impacts associated with the project. The California Environmental Quality Act (CEQA) was amended in 1989 to add Section 21081.6, which requires a public agency to adopt a monitoring and reporting program for assessing and ensu ring compliance with any required mitigation measures applied to proposed development. As stated in section 21081.6(a)(1) of the Public Resources Code: ... the public agency shall adopt a reporting or monitoring program for the changes made to the project or conditions of project approval, adopted in order to mitigate or avoid significant effects on the environment. Section 21081.6 also provides general guidelines for implementing mitigation monitoring programs and indicates that specific reporting and/or monitoring requirements, to be enforced during project implementation, shall be defined as part of adopting an EIR. The mitigation monitoring table lists those mitigation measures that would be included as conditions of approval for the project. To ensure that the mitigation measures are properly implemented, a monitoring program has been devised which identifies the timing and responsibility for monitoring each measure. Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 145     MITIGATION MONITORING + REPORTING PROGRAM City of Palo Alto ⬧ Mitigation Monitoring + Reporting Program P a g e | 2 Mitigation Measure Responsible for Implementation Timing of Compliance Oversight of Implementation BIOLOGICAL RESOURCES BIO-1 Nesting Bird Surveys and Avoidance. Construction of the project and any other site disturbing activities that would involve vegetation or tree removal, shall be prohibited during the general avian nesting season (February 1 – August 31), if feasible. If nesting season avoidance is not feasible, the applicant shall retain a qualified biologist, as approved by the City of Palo Alto, to conduct a preconstruction nesting bird survey to determine the presence/absence, location, and activity status of any active nests on or adjacent to the project site. The extent of the survey buffer area surrounding the site shall be established by the qualified biologist to ensure that direct and indirect effects to nesting birds are avoided. To avoid the destruction of active nests and to protect the reproductive success of birds protected by the MBTA and CFGC, nesting bird surveys shall be performed not more than 14 days prior to scheduled vegetation clearance and structure demolition. In the event that active nests are discovered, a suitable buffer (typically a minimum buffer of 50 feet for passerines and a minimum buffer of 250 feet for raptors) shall be established around such active nests and no construction shall be allowed within the buffer areas until a qualified biologist has determined that the nest is no longer active (i.e., the nestlings have fledged and are no longer reliant on the nest). No ground disturbing activities shall occur within this buffer until the qualified biologist has confirmed that breeding/nesting is completed, and the young have fledged the nest. Nesting bird surveys are not required for construction activities occurring between August 31 and February 1. Project Applicant/ verified by the Planning & Development Services Department Within 14 days prior to the initiation of construction activities City of Palo Alto Planning & Development Services Department Cultural Resources and Tribal Cultural Resources CR-1 Building Recordation. Impacts resulting from the partial demolition of the warehouse building at 200 Portage Avenue, also known as 340 Portage Avenue, shall be minimized through archival documentation of as -built and as-found condition. Prior to issuance of demolition permits, the lead agency shall ensure that documentation of the buildings and structures proposed for demolition is completed that follows the general guidelines of Historic American Building Survey (HABS)- Level Project Applicant/ verified by the Planning & Development Prior to issuance of demolition permits City of Palo Alto Planning & Development Services Department Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 146     City of Palo Alto ⬧ Mitigation Monitoring + Reporting Program P a g e | 3 Mitigation Measure Responsible for Implementation Timing of Compliance Oversight of Implementation III documentation. The documentation shall include high resolution digital photographic recordation, a historic narrative report, and compilation of historic research. The documentation shall be completed by a qualified architectural historian or historian who meets the Secretary of the Interior’s Professional Qualification Standards for History and/or Architectural History. The original archival-quality documentation shall be offered as donated material to repositories that will make it available for current and future generations. Archival copies of the documentation also would be submitted to the City of Palo Alto and the Palo Alto Public Library, where it would be available to local researchers. Completion of this mitigation measure shall be monitored and enforced by the City of Palo Alto. Services Department CR-2 Interpretive Display. Impacts resulting from the partial demolition of the warehouse building at 200 Portage Avenue, also known as 340 Portage Avenue, shall be minimized through the installation of a high-quality, on-site interpretive display in a publicly-accessible location, preferably near or within a portion of the retained warehouse building at 200 Portage Avenue at the applicant’s expense. The display could focus on the property’s history, particularly the agricultural past of Santa Clara County and the canning operations of Bayside Canning Company. The interpretive display should be prepared by a professional exhibit designer and historian; historic information contained in Page & Turnbull’s HRE can serve as the basis for the interpretive display. The goal of the interpretive display would be to educate the public about the property’s historic themes and associations within broader cultural contexts. The content of the display shall be approved by the Director of Planning & Development Services or designee. Project Applicant/ verified by the Planning & Development Services Department During project design City of Palo Alto Planning & Development Services Department CR-3 Worker Environmental Awareness Program. In the event that archaeological resources are unexpectedly encountered during ground-disturbing activities, work in the immediate area shall be halted and an archaeologist meeting the Secretary of the Interior’s Professional Qualifications Standards for archeology (National Park Service 1983) shall be contacted immediately to evaluate the find. If the find is Native American in origin, then a Native American representative shall also be contacted to participate in the evaluation of the find. The qualified archaeologist, an d, if applicable, the Native American representative, shall examine the find and make appropriate recommendations regarding additional work necessary to evaluate the significance of the find and the appropriate treatment of the resource. All cultural resources identified shall be evaluated for CRHR eligibility and local listing. Additional work may be necessary to evaluate the resource for inclusion in the CRHR or local listing. Recommendations could include, but are not limited to, invasive or non - invasive testing, sampling, laboratory analysis, preservation in place, or data recovery. Project Applicant/ verified by the Planning & Development Services Department During ground disturbing activities City of Palo Alto Planning & Development Services Department Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 147     City of Palo Alto ⬧ Mitigation Monitoring + Reporting Program P a g e | 4 Mitigation Measure Responsible for Implementation Timing of Compliance Oversight of Implementation A report of findings documenting any data recovered during monitoring shall be prepared by a qualified archaeologist and submitted to the Director of Planning. If the discovery is determined to be Native American in nature, the on-site Native American monitor, if applicable, shall be consulted to determine the appropriate treatment of the resource. In the event that no Native American monitor is contracted, locally affiliated Native American tribes shall be invited to consult regarding the appropriate treatment of any Native American resources identified during project construction. CR-4 Unanticipated Discovery of Archaeological Resources. In the event that archaeological resources are unearthed during project construction, all earth - disturbing work near the find must be temporarily suspended or redirected until an archaeologist meeting the Secretary of the Interior’s Professional Qualification Standards for archaeology (NPS 1983) has evaluated the nature and significance of the find. If the discovery proves to be significant under CEQA (Section 15064.5f; PRC 21082), additional work, such as preservation in place or archaeological data recovery, shall occur as recommended by the archeologist in coordination with City staff and if applicable, descendants and/or stakeholder groups. Once the resource has been properly treated or protected, work in the area may resume. A Native American representative shall be retained to monitor mitigation work associated with Native American cultural material. Project Applicant/ verified by the Planning & Development Services Department During ground disturbing activities City of Palo Alto Planning & Development Services Department CR-5 Suspension of Work Around Tribal Cultural Resources. In the event that cultural resources of Native American origin are identified during implementation of the proposed project, all earth-disturbing work within 50 feet of the find shall be temporarily suspended or redirected until an archaeologist and culturally affiliated Native American representative have evaluated the nature and significance of the find. If the City, in consultation with local Native Americans, determines that the resource is a tribal cultural resource and thus significant under CEQA, a mitigation plan shall be prepared and implemented in accordance with state guidelines and in consultation with local Native American group(s). The plan shall include avoidance of the resource or, if avoidance of the resource is infeasible, the plan shall outline the appropriate treatment of the resource in coordination with the culturally affiliated local Native American tribal representative and, if applicable, a qualified archaeologist. Examples of appropriate mitigation for tribal cultural resources include, but are not limited to, protecting the cultural character and integrity of the resource, protecting traditional use of the resource, protecting the confidentiality of the resource, or heritage recovery. Project Applicant/ verified by the Planning & Development Services Department During ground disturbing activities City of Palo Alto Planning & Development Services Department Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 148     City of Palo Alto ⬧ Mitigation Monitoring + Reporting Program P a g e | 5 Mitigation Measure Responsible for Implementation Timing of Compliance Oversight of Implementation HAZARDS AND HAZARDOUS MATERIALS HAZ-1 Regulatory Agency Notification and Approval. Prior to the issuance of deconstruction, demolition, grading, building, or other permits necessary for beginning of construction or development, the project applicant shall contact an appropriate oversight agency such as the Santa Clara County Department of Environmental Health (SCCDEH), Department of Toxic Substances Control (DTSC), or San Francisco Bay Regional Water Quality Control Board (SFBRWQCB), to discuss the proposed redevelopment project, the proposed r esidential land use, and the prior environmental investigations, and determine the lead agency for assessment and/or remediation at the project site. The project applicant shall provide the oversight agency with the proposed site use plans regarding the co nversion of commercial land use to residential land use, copies of the 2020 and 2021 PES investigative reports, and discuss the onsite presence of groundwater impacted by VOCs at the project site as well as any concerns regarding potentially impacted soils or soil vapor. The oversight agency may require the project applicant to conduct additional investigation/studies, including, but not limited to, soil investigation, soil vapor surveys, and/or groundwater investigations to delineate the extent of contamin ated soil, soil vapor, and groundwater. The oversight agency may require approval of the final Site Management Plan (SMP) required by Mitigation Measure HAZ -2, below, prior to issuance of any required project permits. The project applicant shall comply with the oversight requirements, conduct further investigations as required, and submit the results to the oversight agency. The oversight agency’s (SCCDEH, SFBRWQCB, or DTSC) agency approval documents shall be delivered to and reviewed by the project applicant. The project applicant shall furnish copies of the documents, including the final Site Management Plan or equivalent document required by Mitigation Measure HAZ -2, to the City Planning Department prior to issuance of grading permits. If groundwater wells or soil vapor monitoring probes are identified during demolition, subsurface demolition, or construction at the project site, they will be abandoned , protected in place, or relocated per Santa Clara Valley Water District specifications. Abandonment activities will be documented in a letter report submitted to Santa Clara Valley Water District within 60 days of the completion of abandonment activities. Project Applicant/ verified by the Planning & Development Services Department Prior to the issuance of construction, demolition, grading, building, or other permits necessary for beginning of construction City of Palo Alto Planning & Development Services Department HAZ-2 Site Management Plan for Impacted Soils, Soil Vapor and/or Groundwater . The project applicant shall retain a qualified environmental consultant, California Professional Geologist (PG) or California Professional Engineer (PE), to prepare a Soil Project Applicant/ verified by the Planning & Prior to construction City of Palo Alto Planning & Development Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 149     City of Palo Alto ⬧ Mitigation Monitoring + Reporting Program P a g e | 6 Mitigation Measure Responsible for Implementation Timing of Compliance Oversight of Implementation Management Plan (SMP) prior to construction. The SMP, or equivalent document, will be prepared to address onsite handling and management of impacted soils, soil vapor, groundwater, or other impacted wastes, and reduce hazards to construction workers and offsite receptors during construction. The plan shall establish remedial measures and/or soil management practices to ensure construction worker safety, the health of future workers and visitors, and the off-site migration of contaminants from the project site. These measures and practices may include, but are not limited to: ▪ Stockpile management, including stormwater pollution prevention and the installation of BMPs ▪ Soil sampling procedures for imported fill material (in accordance with DTSC’s 2001 Information Advisory Clean Imported Fill Material) ▪ Proper disposal procedures for contaminated materials ▪ Monitoring, reporting, and regulatory oversight notifications ▪ A health and safety plan for contractors working at the project site that addresses the safety and health hazards of each phase of site construction activities with the requirements and procedures for employee protection ▪ The health and safety plan will also outline proper soil handling procedures and health and safety requirements to minimize worker and public exposure to hazardous materials during construction. The City of Palo Alto and/or the oversight agency (SCCDEH, DTSC, or RWQCB) will review and approve the SMP for impacted soils, soil vapor, and groundwater prior to issuance of any permits necessary for the beginning of construction. The project applicant will review and implement the SMP prior to and during demolition and grading (construction). Development Services Department Services Department Hazards and Hazardous Materials N-1 Vibration Reduction. The applicant shall retrofit the remaining historical building at 200 Portage/340 Portage to withstand construction vibration up to 0.4 in/sec PPV or higher (the Caltrans threshold for buildings in good repair) prior to demolition or construction activities. The structure’s ability to accommodate vibration at the specific level shall be verified by a qualified engineer. Project Applicant/ verified by the Planning & Development Services Department Prior to demolition or construction activities City of Palo Alto Planning & Development Services Department Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 150     City of Palo Alto ⬧ Mitigation Monitoring + Reporting Program P a g e | 7 Mitigation Measure Responsible for Implementation Timing of Compliance Oversight of Implementation TRANSPORTATION T-1 Inclusion of Enhanced Bikeway. The project applicant shall modify the project to include an appropriate enhanced bikeway facility that is consistent with the City’s Bicycle and Pedestrian Transportation Plan and County of Santa Clara’s Countywide Trails Plan and provide an easement to make the enhanced bikeway facility accessible to the public. (Note: For Alternative 3, Development Agreement, this is stipulated in the terms of the Development Agreement). Project Applicant/ verified by the Planning & Development Services Department During project design City of Palo Alto Planning & Development Services Department Item 2 Attachment E- Draft Record of Land Use Action     Packet Pg. 151     Attachment F: Consistency with North Ventura Coordinated Area Plan Goals North Ventura CAP Goals Development Agreement Alternative Housing and Land Use: Add to the City’s supply of multifamily housing, including market rate, affordable, “missing middle,” and senior housing in a walkable, mixed use, transit‐accessible neighborhood, with retail and commercial services and possibly start up space, open space, and possibly arts and entertainment uses. The project adds up to 149 units to the City’s housing supply including 74 market rate units as well as one acre and funding to support a 75-unit affordable housing project on the City dedication land. The project also provides 2.25 acres of open space adjacent Matadero Creek. Transit, Pedestrian and Bicycle Connections: Create and enhance well‐defined connections to transit, pedestrian, and bicycle facilities, including connections to the Caltrain station, Park Boulevard and El Camino Real. The project creates an enhanced bikeway connection between Park Boulevard and portage Avenue, consistent with the Bicycle and Pedestrian Transportation Plan and Countywide Trail Plan. Connected Street Grid: Create a connected street grid, filling in sidewalk gaps and street connections to California Avenue, the Caltrain Station, and El Camino Real where appropriate. The project would provide a private street between Portage Avenue and Park Boulevard. However, a connection (parking lot) exist there today. The change may allow for vehicular traffic to cut through; however, cut through traffic is not anticipated given that there are other options already connecting El Camino Real and Park Boulevard that would be more convenient for surrounding uses. Community Facilities and Infrastructure: Carefully align and integrate development of new community facilities and infrastructure with private development, recognizing both the community’s needs and that such investments can increase the cost of housing. The project includes community facilities, including a public park and a retail/public space that will provide public access to view the monitor roofs. Balance of Community Interests: Balance community‐wide objectives with the interests of neighborhood residents and minimize displacement of existing residents and small businesses. The project replaces vacant retail space with housing and a small retail/public space for viewing the monitor roofs. It does not displace any small businesses. Although research and development uses were not encouraged to remain at this site in accordance with the NVCAP process, the retention of existing uses would allow for other community benefits identified throughout the process, including a public park and housing. Urban Design, Design Guidelines and Neighborhood Fabric: Develop human‐scale urban design strategies, and design guidelines that strengthen and support the neighborhood fabric. Infill development will respect the scale and character of the surrounding residential neighborhood. Include transition zones to surrounding neighborhoods. The project proposes to retain existing buildings (a portion of the cannery, Ash office building and Audi building) and to construct 35-foot tall townhomes. The proposed height and multi- family use aligns with existing surrounding R&D, retail-like and residential uses. Item 2 Attachment F-NVCAP Key Goal Consistency     Packet Pg. 152     Sustainability and the Environment Protect and enhance the environment, while addressing the principles of sustainability. The new housing project building will be all electric and will comply with GB-1 plus Tier 2 requirements. Any modifications to the cannery that qualify as a substantial improvement would require upgrades to meet the new green building code. The applicant is looking to design, if feasible, a net zero cannery building in accordance with comments from the Council and commissioners. Item 2 Attachment F-NVCAP Key Goal Consistency     Packet Pg. 153     ATTACHMENT G ZONING COMPARISON TABLE 22PLN-00287 (bold indicates non-compliance) Table 1: 200-Portage/3040-3200 Park Boulevard (Townhomes) COMPARISON WITH CHAPTER 18.13 (RM-30 DISTRICT) Regulation Required Proposed Minimum/Maximum Site Area, Width and Depth 8,500 sf area, 70-foot width, 100-foot depth ~300 X ~590 (3.92 ac gross [170,755]; 2.447 ac net [106,591 sf]) Minimum Front Yard (Olive Avenue) (2) 20 feet 28 feet Rear Yard 10 feet 60 feet Interior Side Yard 6 feet 15 feet (adjacent residential) 43 feet to new property line between townhomes and cannery building Street Side Yard 16 feet 10 to 16 feet (10 at narrowest point) Max. Building Height 35 feet 32 foot, 10 inches Side Yard Daylight Plane 10 feet at interior side lot line then 45- degree angle Complies Rear Yard Daylight Plane 10 feet at rear setback line then 45- degree angle Complies Max. Site Coverage 40% (68,302)36% Max. Total Floor Area Ratio 0.6:1 (63,955 sf)1.49:1 (159,949 sf)* Minimum Site Open Space 30% (51,226 sf) 20% (34,663 sf) Minimum Usable Open Space 150 sf per unit (11,100 sf)177 sf/du min (12,131 sf) Minimum Common Open Space 75 sf per unit (5,550 sf)86 sf/du min (6,339 sf) Minimum Private Open Space 50 sf per unit (3,700 sf)92 sf/du min (6,792 sf) *Net lot area is used for the calculation of floor area and excludes the private streets and creek easements Table 1A: CONFORMANCE WITH CHAPTER 18.52 (Off-Street Parking) for Multi-family Residential Type Required Proposed Vehicle Parking 2 spaces per unit, at least one covered 2x74 units=148 spaces required 148 spaces covered (2 each for 74 units) 37 uncovered spaces Total provided: 185 spaces Bicycle Parking 1 long term space per unit and 1 short term space per 10 units 74 long term spaces provided in private garages; Item 2 Attachment G-Zoning Consistency Analysis     Packet Pg. 154     1 x 74 = 74 long-term spaces 0.1 x 74 = 7 short-term spaces 24 short term spaces Table 2: 340-404 Portage Avenue (Cannery Building) COMPARISON WITH CHAPTER 18.16 (CS DISTRICT) Regulation Required Existing Proposed Minimum Site Area, width and depth 8,500 sf area, 70-foot width, 100 foot depth ~880 feet x ~640 feet ~539,035 sf (12.37 acres) ~590 feet X ~420 feet (irregular; 6.3 acres) Minimum Front Yard 0-10 feet to create an 8-12 foot effective sidewalk width (1), (2), (8) ~20 feet (Park Boulevard) None (Alley between Acacia and Portage)* Rear Yard None None (Alley between Acacia and Portage) ~15 feet (abutting new townhome parcel) Interior Side Yard None 10 to 25 feet (adjacent residences to new parking garage) 60 feet (south of Street B on south side of newly created parcel) Street Side Yard None Not applicable Not applicable Min. yard for lot lines abutting or opposite residential districts or residential PC districts 10 feet (2)32 feet 10.5 feet Build-to-lines 50% of frontage built to setback 33% of side street built to setback(7) None (Park Boulevard)Cannery building built to front setback (Alley between Acacia and Portage) Side street is not applicable Special Setback 24 feet – see Chapter 20.08 & zoning maps Not Applicable Not Applicable Max. Site Coverage None Unclear 49.7% Item 2 Attachment G-Zoning Consistency Analysis     Packet Pg. 155     Max. Building Height 35 ft within 150 ft. of a residential district (other than an RM-40 or PC zone) abutting or located within 50 feet of the site ~35 feet; ten inches to top of existing monitor roofs; ~21 feet, two inches to top of existing main roof of cannery building 22 feet, 10 inches to top of stair tower 14 foot, six inches to top of railing around the parking garage ~No change to cannery building roof heights Max. Floor Area Ratio (FAR) 0.4:1 (109,771 sf) 18.18.060(e) 0.47 (251,619 sf on a 539,035 sf parcel) 0.6:1 (164,656.8 sf)* Daylight Plane for lot lines abutting one or more residential zone districts other than an RM-40 or PC Zone None (6)complies Complies *Note: compliance would require further modifications to existing historic cannery building. **Parking garage does not constitute floor area as parking is exempt from floor area in accordance with Chapter 18.04 of the municipal code. This number reflects existing cannery square footage but the ratio is based on dedication of a portion of the parcel to the City; therefore the resulting parcel would exceed the floor area ratio allowed under the zoning ordinance and Comprehensive Plan. Table 2A: CONFORMANCE WITH CHAPTER 18.52 (Off-Street Parking) for Research and Development and Retail Type Required Proposed Vehicle Parking 1 space per 250 sf for R&D (x142,744 sf)= 570 spaces 1 space per 200 sf for retail (x2,600 sf)=13 spaces 2 loading spaces for (100,000-199,999 sf)= 2 spaces Total required: 583 spaces Total loading required: 2 spaces Parking garage:330 spaces Other uncovered spaces: 89 spaces Total spaces provided: 403 spaces Total loading provided: 2 spaces Bicycle Parking 1 space per 2,500 sf for R&D; 80% LT; 20% ST (x142,744 sf)=57 spaces (46 spaces LT; 10 spaces ST) 1 space per 2,000 sf for retail; 20% LT; 80% ST (x2600 sf)=1 ST space Total required: 46 Long term(LT); 11 Short term (ST) 49 spaces (37 existing; 12 new) Long term; 20 ST Table 3: 3250 Park Boulevard (Audi) COMPARISON WITH CHAPTER 18.16 (CS DISTRICT) Regulation Required Existing Proposed Item 2 Attachment G-Zoning Consistency Analysis     Packet Pg. 156     Minimum Site Area, width and depth 8,500 sf area, 70 foot width, 100 foot depth 539,035 (12.37 acres)142 feet x ~470 feet (irregular); 0.773 acres gross lot; 0.628 acres net lot Minimum Front Yard 0-10 feet to create an 8-12 foot effective sidewalk width (1), (2), (8)~ 31 feet 31 feet Rear Yard None ~380 feet (to previous parcel boundary) 10 feet to newly created lot line abutting new City parcel Interior Side Yard None 10 feet eastern property line; ~680 feet to existing property line on west side of existing parcel 10 feet to eastern property line; 49’ 6” feet to newly created parcel boundary Street Side Yard None Not applicable Not applicable Min. yard for lot lines abutting or opposite residential districts or residential PC districts 10 feet (2)Not Applicable Not Applicable Build-to-lines 50% of frontage built to setback 33% of side street built to setback(7) None built to frontage; side street is not applicable No change (none built to frontage; side street not applicable) Special Setback 24 feet – see Chapter 20.08 & zoning maps Not Applicable Not Applicable Max. Site Coverage None Unclear (part of larger parcel) 35.1% Max. Building Height 35 ft within 150 ft. of a residential district (other than an RM-40 or PC zone) abutting or located within 50 feet of the site Single story No Change Max. Floor Area Ratio (FAR) 0.4:1 (12,841 sf based on 32,103 sf lot) Unclear (part of larger parcel) No Change to building; based on new parcel size the FAR for this building will be 0.37:1 (11,762 sf) Daylight Plane for lot lines abutting one or more residential zone districts other than an RM-40 or PC Zone None (6)Not Applicable Not Applicable Table 3A: CONFORMANCE WITH CHAPTER 18.52 (Off-Street Parking) for Research and Development Use at Audi Building Type Required Proposed Vehicle Parking 1 space per 250 sf for R&D (x11,762 sf) = 47 spaces Total spaces provided: 31 Item 2 Attachment G-Zoning Consistency Analysis     Packet Pg. 157     Loading: one space per 10,000-100,000 sf = 1 space Total loading provided: 1 Bicycle Parking 1 space per 2,500 sf for R&D; 80% LT; 20% ST (X11,762 sf)=5 spaces (4 spaces LT; 1 space LT) Unclear 3201-3225 Ash (Office) Table 4: COMPARISON WITH CHAPTER 18.16 (CS DISTRICT) Regulation Required Existing Proposed Minimum Site Area, width and depth 8,500 sf area, 70 foot width, 100 foot depth 539,035 (12.37 acres)~91x~200 feet; 0.421 acres (18,338 sf) Minimum Front Yard 0-10 feet to create an 8-12 foot effective sidewalk width (1), (2), (8) ~19 feet 21’10” feet (no change) Rear Yard None ~690 feet (out to Park boulevard) 26’ 5” (to new parcel boundary) Interior Side Yard None ~20 feet on east side 9’6” on west side; 24’ 8” feet on east side (no change) Street Side Yard None Not Applicable Not Applicable Min. yard for lot lines abutting or opposite residential districts or residential PC districts 10 feet (2)Not Applicable Not Applicable Build-to-lines 50% of frontage built to setback, 33% of side street built to setback(7) None None (no change) Special Setback 24 feet – see Chapter 20.08 & zoning maps Not Applicable Not Applicable Max. Site Coverage None Unclear (based on larger parcel) 26.5% Max. Building Height 35 ft within 150 ft. of a residential district (other than an RM-40 or PC zone) abutting or located within 50 feet of the site Single-story Single-story, 22’ (no change) Max. Floor Area Ratio (FAR) 0.4:1 (7,335 sf based on 18,338 sf lot) Unclear (based on larger parcel) .26: 1 (4707 sf) Daylight Plane for lot lines abutting one or more residential zone districts other than an RM-40 or PC Zone None (6)Not Applicable Not Applicable Table 4A: CONFORMANCE WITH CHAPTER 18.52 (Off-Street Parking) for Office Type Required Proposed Item 2 Attachment G-Zoning Consistency Analysis     Packet Pg. 158     Vehicle Parking One space per 250 sf 4707 sf/250=18 spaces required 18 spaces would be provided on the cannery site Bicycle Parking One per 2,500 sf 80% LT; 20% ST= 2 spaces No change Item 2 Attachment G-Zoning Consistency Analysis     Packet Pg. 159     340 Portage Avenue Research and Development Transportation Demand Management Plan Prepared for: City of Palo Alto on Behalf of The Sobrato Organization August 8, 2022 Hexagon Transportation Consultants, Inc. Hexagon Office: 100 Century Center Court, Suite 501 San Jose, CA 95112 Hexagon Job Number: 22GB24 Phone: 408.971.6100 Client Name: The Sobrato Organization Item 2 Attachment H-TDM Plan     Packet Pg. 160     340 Portage Avenue TDM August 8, 2022 Table of Contents 1. Introduction ..................................................................................................................................... 1 2. Existing Transportation Facilities and Services ............................................................................... 5 3. Proposed TDM Measures ............................................................................................................... 9 4. TDM Implementation, Monitoring, and Reporting ......................................................................... 14 List of Tables Table 1 Trip Generation Table ............................................................................................................ 4 Table 2 Existing Transit Services ........................................................................................................ 6 Table 3 TDM Measures and Responsibilites .................................................................................... 10 List of Figures Figure 1 Project Site Location .............................................................................................................. 2 Figure 2 Site Plan ................................................................................................................................. 3 Figure 3 Existing Transit Services ........................................................................................................ 7 Figure 4 Exisiting Bicycle Facilities ...................................................................................................... 8 Appendices Appendix A Santa Clara County VMT Evaluation Tool Report Item 2 Attachment H-TDM Plan     Packet Pg. 161     340 Portage Avenue TDM August 8, 2022 P a g e | 1 1. Introduction This transportation demand management (TDM) plan has been prepared for the research and development project located at 340 Portage Avenue in Palo Alto, California. TDM is a combination of services, incentives, facilities, and actions that reduce single-occupant vehicle (SOV) trips to help relieve traffic congestion, parking demand, and air pollution problems. The purpose of this TDM plan is to propose effective and appropriate TDM measures that would satisfy the City’s requirement of a 15 percent reduction in vehicle trips. Project Description The project site is located on Portage Avenue between El Camino Real and Park Boulevard (see Figure 1). The project is an existing building that would be occupied with 143,000 square feet of research and development space. The project would provide 405 parking spaces and 48 bicycle parking spaces allocated to the building on site. The project site plan is shown on Figure 2. Project Trip Generation and Trip Reduction Target Trip generation resulting from the development is estimated using the trip rates published in the Institute of Transportation Engineers’ (ITE) Trip Generation Manual 11th Edition (2021). Trips that would be generated by the proposed project were estimated using the ITE trip rates for “Research and Development Center” (Land Use Code 760). The ITE Trip Generation Manual describes Research and Development Center as a facility or group of facilities devoted almost exclusively to research and development activities, and are typically used for projects such as this that include a combination of office and labortory space. Based on the published trip rates, the project is expected to generate 147 trips during the AM peak hour and 140 trips during the PM peak hour (see Table 1). With the required minimum 15 percent trip reduction through TDM, the vehicle trips generated by the project should not exceed 125 trips during the AM peak hour and 119 trips during the PM peak hour. Item 2 Attachment H-TDM Plan     Packet Pg. 162     Palo Alto 82 Park B l v d Ash S t El C a m i n o R e a l Ore g o n E x p y Brya n t S t Em e r s o n S t Ram o n a S t Oli v e A v e Birc h S t Gra n t A v e Sou t h C t Pa g e M i l l R d Ac a c i a A v e Lam b e r t A v e Sh e r i d a n Av e Fe r n a n d o A v e Ma r g a r i t a A v e Orin d a S t Sh e r m a n A v e Ha n sen W a y Mata d e r o Av e High S t Ch e s t n u t A v e Ore g o n A v e Wav e r l e y S t Pe p p e r A v e Po r t a g e A v e S C a l i f o r n i a A v e Alm a S t Colo r a d o A v e Birc h S t Hig h S t Ash S t Park B l v d Ash S t = Site Location LEGEND California Avenue Caltrain Station 340 Portage Avenue TDM Figure 1 Project Site Location Item 2 Attachment H-TDM Plan     Packet Pg. 163     340 Portage Avenue TDM Figure 2 Site Plan PA R K B O U L E V A R D STREET B STREET A ST R E E T C BLD G 1 BLD G 2 BLD G 3 BLD G 4 BLD G 5 BLD G 6 BLD G 7 BLD G 8 BLD G 1 2 BLD G 1 1 BLD G 1 0 BLD G 9 LAMBERT AVE AS H S T R E E T AS H S T R E E T PORTAGE AVE BIR C H S T R E E T PARCEL 1 3.94 ACPARCEL 3 6.18 AC PARCEL 5 0.77 AC PARCEL 4 0.42 AC PARCEL 2 3.25 AC Item 2 Attachment H-TDM Plan     Packet Pg. 164     340 Portage Avenue TDM August 8, 2022 P a g e | 4 Table 1 Trip Generation Table TDM Goal The TDM plan should reduce the peak hour trips by a minimum of 15 percent. The TDM plan will be monitored through employee surveys and driveway counts to determine if the peak hour trips are being reduced by 15 percent. Annual monitoring reports will be provided to the City for the first five years after occupancy and afterwards at the City’s request. Land Use Size Units Rate1 Trips Rate1 In Out Trips Rate1 In Out Trips Proposed Uses Research and Development 2 143,000 s.f.11.08 1,584 1.03 121 26 147 0.98 22 118 140 TDM Reduction (15%)3 (238) (18) (4) (22) (3) (18) (21) Trip Generation Goal 1,346 103 22 125 19 100 119 Note: s.f. = square feet Source: ITE Trip Generation Manual, 11th Edition 2021. 1 2 3 The project would be required to meet a 15 percent trip reduction set by the City of Palo Alto staff for this project. Rate expressed in trips per 1,000 s.f. for Research and Development. Daily PM Peak-HourAM Peak-Hour Average rates used for Research and Development Center (Land Use 760). Item 2 Attachment H-TDM Plan     Packet Pg. 165     340 Portage Avenue TDM August 8, 2022 P a g e | 5 2. Existing Transportation Facilities and Services Transportation facilities and services that support sustainable modes of transportation include buses and shuttles, commuter rail, and bicycle and pedestrian facilities. This chapter describes existing facilities and services near the project site that would support the TDM measures described in this plan. Transit Services Existing transit services in the project area are provided by the Santa Clara Valley Transportation Authority (VTA) and Caltrain. VTA operates bus and light-rail transit (LRT) services in Santa Clara County. The VTA bus routes in the project vicinity and the bus stops near the project site are summarized in Table 2 and shown on Figure 3. Caltrain Commuter rail service between San Francisco and Gilroy is provided by Caltrain. Caltrain provides service with approximately 30-minute headways during the weekday AM and PM commute hours to the California Avenue station, which is located approximately ½ mile north of the project site. The Palo Alto station is a stop for the Caltrain local and limited lines. Weekday service is provided from approximately 5:00 AM to 1:00 AM in the northbound directions and from approximately 6:00 AM to 1:45 AM in the southbound direction. Item 2 Attachment H-TDM Plan     Packet Pg. 166     340 Portage Avenue TDM August 8, 2022 P a g e | 6 Table 2 Existing Transit Services Pedestrian and Bicycle Facilities A network of sidewalks is present along the streets in the immediate vicinity of the project site, including Portage Avenue, El Camino Real, and Park Boulevard. Crosswalks are provided at El Camino Real/Portage Avenue and El Camino Real/Hansen Way near the project site. The surrounding area includes residential and commercial uses, and most of the streets include sidewalks that have good connectivity and provides pedestrians with safe routes to transit services and other points of interest in the project vicinity. The existing bicycle facilities within the study area are listed below and shown on Figure 4. • Striped Class II bike lanes on Park Boulevard, Hansen Way, and Page Mill Road • Class III bike lanes on California Avenue, Bryant Street, Margarita Avenue and Park Boulevard from Lambert Avenue to Margarita Avenue The City of Palo Alto 2030 Comprehensive Plan shows proposed bicycle facilities within the project vicinity. These locations are listed below and shown on Figure 4. • Class II bicycle lane on El Camino Real from Page Mill Road/Oregon Expressway to Maybell Avenue, • Enhanced Class II bikeway on Portage Avenue, Hansen Way, and California Avenue • Class III shared arterial on Page Mill Road/Oregon Expressway from El Camino Real to St Francis Drive, • Class III bicycle boulevard on Margarita Avenue, • Class III shared arterial on Alma Street, • Class I multi-use pathway on Matadero Canal, Headways1 Route Route Description (minutes) VTA Bus Route Frequent Rapid Route 522 Palo Alto Transit Center - Eastridge Transit Center 5:20 AM - 11:15 PM 30 El Camino Real and California Avenue 0.5 mile Frequent Route 22 Palo Alto Transit Center - Eastridge Transit Center 4:00 AM - 1:30 AM 30 El Camino Real and Portage Avenue El Camino Real and Hansen Way 1,000 feet 1,300 feet Caltrain Caltrain Gilroy - San Francisco 5:00 AM - 1:45 AM 30 California Avenue Station 0.5 mile Notes: 1 Headways during weekday peak periods as of July 2022. Weekday Hours of Operation Nearby Bus Stops/Stations Walking Distance to Project Site Item 2 Attachment H-TDM Plan     Packet Pg. 167     Palo Alto 82 Park B l v d Ash S t El C a m i n o R e a l Ore g o n E x p y Brya n t S t Em e r s o n S t Ram o n a S t Oli v e A v e Birc h S t Gra n t A v e Sou t h Ct Pa g e M i l l R d Ac a c i a A v e Lam b e r t A v e Sh e r i d a n Av e Fe r n a n d o A v e Ma r g a r i t a A v e Orin d a S t Sh e r m a n A v e Ha n sen W a y Mata d e r o A v e High S t Ch e s t n u t A v e Ore g o n A v e Wav e r l e y S t Pe p p e r A v e Po r t a g e A v e S C a l i f o r n i a A v e Alm a S t Colo r a d o A v e Birc h S t Hig h S t Ash S t Park B l v d Ash St = Site Location LEGEND 22 22 22 522 522 522 = Frequent Bus Route 22 = Rapid Bus 522 California Avenue Caltrain Station 340 Portage Avenue TDM Figure 3 Existing Transit Services Item 2 Attachment H-TDM Plan     Packet Pg. 168     Palo Alto 82 Park B l v d Ash S t El C a m i n o R e a l Ore g o n E x p y Brya n t S t Em e r s o n S t Ram o n a S t Oli v e A v e Birc h S t Gra n t A v e Sou t h Ct Pa g e M i l l R d Ac a c i a A v e Lam b e r t A v e Sh e r i d a n Av e Fe r n a n d o A v e Ma r g a r i t a A v e Orin d a S t Sh e r m a n A v e Ha n sen W a y Mata d e r o A v e High S t Ch e s t n u t A v e Ore g o n A v e Wav e r l e y S t Pe p p e r A v e Po r t a g e A v e S C a l i f o r n i a A v e Alm a S t Colo r a d o A v e Birc h S t Hig h S t Ash S t Park B l v d Ash St California Avenue Caltrain Station = Site Location LEGEND = Proposed Class I Bike Path = Proposed Class II Bike Lane = Proposed Enhanced Class II Bikeway = Existing Class III Bike Route = Existing Class II Bike Lane = Existing Class III Bike Boulevard = Proposed Class III Bike Boulevard = Proposed Class III Shared Arterial 340 Portage Avenue TDM Figure 4 Existing Bicycle Facilities Item 2 Attachment H-TDM Plan     Packet Pg. 169     340 Portage Avenue TDM August 8, 2022 P a g e | 9 3. Potential TDM Measures This chapter provides a menu of Transportation Demand Management (TDM) measures that the project will choose from to meet the 15% trip reduction requirement. These TDM measures include planning and design measures related to the attributes of the site location, site design, on-site amenities, and TDM programs. The TDM programs, including services, incentives, and actions, will encourage office employees to commute to work using alternatives to single-occupant vehicles. Table 3 presents a summary of the TDM measures in this plan and who would have primary responsibility for implementing each measure. The project’s VMT reduction has been estimated by VTA’s Santa Clara Countywide VMT Evaluation Tool, which provides an indication of the likely effectiveness of various trip reduction strategies in various settings. After the project site has been occupied and the TDM Plan has been implemented, employee mode-share surveys and driveway counts will serve as monitoring tools to determine if the City’s goal of a 15 percent VMT reduction has been met. If not, then the TDM coordinator (appointed by the property manager) will be responsible for implementing additional measures. Item 2 Attachment H-TDM Plan     Packet Pg. 170     340 Portage Avenue TDM August 8, 2022 P a g e | 1 0 Table 3 TDM Measures and Responsibilites Project Location The project is located near to the California Avenue Caltrain station and near El Camino Real with frequent bus service. Bike lanes are present in the immediate vicinity of the project site. Thus, it is likely that transit and bicycling will be an option for employees. TDM Coordinator The project will appoint a TDM Coordinator who will be the primary contact with the City and will be responsible for implementing and managing the TDM plan. The TDM Coordinator will be a point of contact for employees/tenants when TDM-related questions arise and will be responsible for ensuring that employees are aware of all transportation options and how to fully utilize the TDM plan. The TDM Coordinator will provide the following services and functions to ensure the TDM plan runs smoothly: • Provide transportation information brochures to new employees. • Provide trip planning assistance and/or ride-matching assistance to employees who are considering an alternative mode. • Manage annual driveway counts and employee travel surveys. The results will be used to determine whether the implemented TDM measures are effective and whether new TDM measures should be implemented. TDM Measure Program Administration Designating a Transportation Coordinator Property Manager Online Kiosk/TDM Information Board 1 Transportation Coordinator Transportation Information Packets Transportation Coordinator Trip Planning Assistance Transportation Coordinator Program Monitoring and Reporting Annual Employee Surveys Transportation Coordinator Target Drive-alone Mode Share Monitoring Transportation Coordinator Transit Elements Proximity to Transit Center Site Location Transit Subsidy Employers/Tenants Resources (schedules, route maps & other info) Transportation Coordinator Telecomutting/Flexible Work Schedule Employers Bicycle Facilities Bicycle Parking Building Developer Showers, Changing Rooms, and Lockers Building developer Resources (bikeway maps & other info)Transportation Coordinator Parking Reduction Building developer Notes: 1 The building developer will have initial responsibility for creating an online kiosk and appointing the Transportation Coordinator. After the building is occupied, the Transportation Coordinator will have ongoing responsibility for the online kiosk and various program elements. Implementation Responsibility Item 2 Attachment H-TDM Plan     Packet Pg. 171     340 Portage Avenue TDM August 8, 2022 P a g e | 1 1 TDM Marketing and Alternative Transportation Information The project will provide transportation information brochures to all new employees/tenants and ensure that employees/tenants are aware of the programs available to them. This brochure will include information about transit maps/schedules (Caltrain and VTA), locations of bus stops and Caltrain stations, transit fare subsidies or transit passes to be provided by employers, guaranteed ride home service to be provided by employers, ride matching programs (511.org’s RideMatching service, peer-to- peer matching apps, such as Scoop and Waze), 511.org’s carpool/vanpool subsidy program, bike maps, and bicycle parking on-site. Online Transportation Kiosk A key element of this TDM plan is to set up an “online kiosk” with site specific information about the transportation resources available to employees/tenants. The kiosk will include information about transit maps/schedules (Caltrain and VTA) and locations of bus stops and Caltrain stations. The TDM Coordinator will have responsibility for maintenance of the online kiosk with information regarding non-auto transportation alternatives. The online kiosk will include information about all the measures and services discussed in this Plan, and local bikeway maps and information about bike parking on site. Rideshare Matching Services One of the greatest impediments to carpool and vanpool formation can be finding suitable riders with similar work schedules, origins, and destinations. Facilitated rideshare matching can overcome this obstacle by enabling commuters who are interested in ridesharing to enter their travel preferences into a database and receive a list of potential rideshare partners. The success of these programs is largely determined by the number of participants and, in turn, the number of potential matches that can be made. The TDM Coordinator will provide employees/tenants with information on 511.org’s ridematching service and other ridematching services. For example, ridematching assistance is available through a number of peer-to-peer matching programs, such as Scoop and Waze Carpool, which utilize mobile apps to match commuters. Vanpool/Carpool Incentives The TDM Coordinator will provide employees/tenants with information on 511.org’s carpool/vanpool subsidy program. The 511.org’s Carpool/Vanpool Program offers several incentive programs to encourage people to try carpooling and vanpooling. Most of these programs are designed to reward someone for forming or trying a carpool or vanpool and provide an award or subsidy after the first three to six months of use. Transit Passes Subsidized transit passes are an extremely effective means of encouraging employees to use transit rather than drive to work. Transit passes allow employees to save money and avoid the stress of driving during the commute periods. The project could require future office tenants, as part of the lease agreement, to provide free transit passes (Caltrain and/or VTA) for their employees. There are a few ways to structure a financial incentive for transit. Employers can cover the total monthly cost of transit for those employees who take Item 2 Attachment H-TDM Plan     Packet Pg. 172     340 Portage Avenue TDM August 8, 2022 P a g e | 1 2 transit through a pre-tax benefit, or purchase transit passes themselves and distribute them to employees or offer a universal transit pass program. Employers may consider universal transit pass programs in which an employer purchases a pass for all employees, regardless of whether they currently ride transit or not. These passes typically provide unlimited transit rides on local or regional transit providers for a low monthly fee; a fee that is lower than the individual cost to purchase a pass, since a bulk discount is given. Such programs can be more cost- effective option for employers to reducing vehicle trips as compared to purchasing individual passes. It is likely that many of the employees taking public transit will take Caltrain to work; therefore, future tenants should consider the Caltrain universal transit pass program (Go Pass program). The Caltrain Go Pass is an annual pass purchased by a company for its employees. All eligible employees receive the Go Pass, whether they use it or not. The passes are purchased from Caltrain at a significant discount and provide all employees with free Caltrain travel between all zones, seven days a week. Telecommute/Flexible Work Schedule Program Offering employees the opportunity to work from home or travel outside the peak travel periods can help reduce the number of commute trips to and from the project site. The project may include the following infrastructure to support its future tenants to implement an alternative work schedule: • Heating, cooling, and ventilation systems for extended schedules • High-bandwidth internet connections to facilitate telecommuting Bicycle Facilities Bicycle Parking Providing bicycle parking encourages bicycle commuting and reduces vehicle trips and parking demand. Based on the Palo Alto Municipal Code, the project will provide one bicycle parking space per 3,000 square feet, which equates to 48 bicycle parking spaces. Showers, Changing Rooms, and Lockers The project may provide shower stalls, changing rooms, and lockers for employees to use after biking or walking to the office. Having the option to shower and change clothes in the building encourages employees to bike or walk to work. Employees who ride their bike a considerable distance to the Caltrain station nearest to their home may also take advantage of these facilities. Bicycle Resources The following resources are available to bicycle commuters through 511.org. These resources would be noted in the transportation information brochure, to make employees aware of them. • Free Bike Buddy matching • Bicycle maps • Bicycle safety tips • Information about taking bikes on public transit • Location and use of bike parking at transit stations • Information on Bike to Work day • Tips on selecting a bike, commuter gear, and clothing Item 2 Attachment H-TDM Plan     Packet Pg. 173     340 Portage Avenue TDM August 8, 2022 P a g e | 1 3 • Links to bicycle organizations Reduced Parking The project will provide parking below the municipal code requirement. The project proposes 405 spaces, whereas the municipal code requires 572 spaces. Reduced parking encourages new development at higher densities and promotes greater use of alternate modes of transportation. Estimated TDM Reduction The Santa Clara Countywide Vehicle Miles Traveled (VMT) Evaluation Tool was used to calculate the trip reduction due to the TDM Program. This tool can calculate VMT reductions associated with certain TDM measures. The VMT Tool provides an estimate of the amount by which a project’s location and land use characteristics, its site enhancements, and the measures taken to reduce commute trips will reduce VMT. Hexagon has applied the VMT Tool to the TDM Plan for the R&D development at 340 Portage Avenue. The project is in TAZ 517, where the home-based work VMT per worker according to the model is 17.16. The results indicate that the plan would reduce the project VMT to 14.54 work VMT per worker, which is shown in Appendix A. This is a 15 percent reduction in VMT. Therefore, the project is expected is achieve the 15 percent peak-hour vehicle trip reduction target requested by the City of Palo Alto. Item 2 Attachment H-TDM Plan     Packet Pg. 174     340 Portage Avenue TDM August 8, 2022 P a g e | 1 4 4. TDM Implementation, Monitoring, and Reporting The purpose of this TDM plan is to reduce the vehicle trips generated by the project. The property manager will submit to the City an annual TDM monitoring report that identifies the TDM plan’s effectiveness at achieving the trip generation reduction. Implementation The project applicant along with the property manager/TDM Coordinator will be responsible for ensuring the TDM plan is implemented. In addition, all lease agreements will require tenants to participate in the TDM plan immediately upon occupancy. Lease agreements will describe the elements of this plan for which tenants have immediate or potential future responsibility. Monitoring and Reporting The purpose of monitoring and reporting the TDM plan is to ensure that the plan is successfully meeting the trip reduction requirement. The property manager/TDM Coordinator will work with an independent consultant to implement annual employee surveys and driveway counts and document the results in a TDM monitoring report. The property manager/TDM Coordinator will submit the TDM monitoring report to the City. The initial TDM monitoring report for the project will be submitted two years after building occupancy. Subsequent reports will be submitted annually. The property manager/TDM Coordinator and/or the consultant preparing the report will coordinate with City staff for any additional reporting requirements. Employee Surveys The property manager/TDM Coordinator will conduct an annual survey of all employees to determine the mode split among employees, whether the existing TDM measures are effective, and whether employees prefer different TDM measures. Driveway Counts Consistent with common traffic engineering data collection principles, trip generation will be monitored by means of driveway counts at the project’s access points. The counts will be conducted one day per year on a typical weekday (Tuesday, Wednesday, or Thursday) when schools are in session. The TDM Coordinator will work with an independent consultant to obtain traffic count data and to document the results in a TDM monitoring report. Item 2 Attachment H-TDM Plan     Packet Pg. 175     340 Portage Avenue TDM August 8, 2022 P a g e | 1 5 Annual Report The results of the driveway counts and surveys will be reported to the City of Palo Alto annually during the first five years of building occupancy. The annual reports will detail the awareness of the TDM program, quantify the site trip generation, and calculate the mode split. Program enhancements could be developed based on the findings of the TDM monitoring report regarding the employee’s awareness and usage of current TDM program elements. After the first five years of the project, an annual report would be submitted to the City upon request. Item 2 Attachment H-TDM Plan     Packet Pg. 176     Appendix A Santa Clara County VMT Evaluation Tool Report Item 2 Attachment H-TDM Plan     Packet Pg. 177     Santa Clara Countywide VMT Evaluation Tool - Version 2 - Report Project Details Timestamp of Analysis July 07, 2022, 11:42:24 AM Project Name 340 Portage Avenue Project Description The project proposes to redevelop 143,000 square feet of R&D space. Project Location Map Jurisdiction: Palo Alto APN TAZ 13238071 517 Analysis Details Data Version VTA Countywide Model December 2019 Analysis Methodology Parcel Buffer Method Baseline Year 2022 Project Land Use Residential: Single Family DU: Multifamily DU: Total DUs: 0 Non-Residential: Office KSF: Local Serving Retail KSF: Industrial KSF: 143 Residential Affordability (percent of all units): Extremely Low Income: 0 % Very Low Income: 0 % Low Income: 0 % Parking: Motor Vehicle Parking: 415 Bicycle Parking: 58 Proximity to Transit Screening Inside a transit priority area? Yes (Pass) Item 2 Attachment H-TDM Plan     Packet Pg. 178     Santa Clara Countywide VMT Evaluation Tool - Version 2 - Report Office Vehicle Miles Traveled (VMT) Screening Results Land Use Type 1: Office VMT Metric 1: Home-based Work VMT per Worker VMT Baseline Description 1: Bay Area Regional Average VMT Baseline Value 1: 15.33 VMT Threshold Description 1 / Threshold Value 1: 0% / 15.33 Land Use 1 has been Pre-Screened by the Local Jurisdiction: N/A Without Project With Project & Tier 1-3 VMT Reductions With Project & All VMT Reductions Project Generated Vehicle Miles Traveled (VMT) Rate 17.16 16.5 14.54 Low VMT Screening Analysis No (Fail) No (Fail) Yes (Pass) Item 2 Attachment H-TDM Plan     Packet Pg. 179     Santa Clara Countywide VMT Evaluation Tool - Version 2 - Report Tier 3 Parking PK01 Limit Parking Supply Minimum Parking Required by City Code: 572 Total Parking Spaces Available to Employees: 415 Is the Surrounding Street Parking Restricted?: PK02 Provide Bike Facilities Bicycle Parking: 58 Project End-of-trip Bike Facilities: Yes Item 2 Attachment H-TDM Plan     Packet Pg. 180     Santa Clara Countywide VMT Evaluation Tool - Version 2 - Report Tier 4 TDM Programs TP04 CTR Marketing and Education CTR Marketing /Education Percent Expected Participants: 100 % TP07 Subsidized Transit Program Percent of Transit Subsidy: 100 % TP08 Telecommuting and Alternative Work Schedules Telecommuting and Alternative Work Schedule Type: 4/40 schedule Alternative Work Schedule Percent Participants: 25 % TP13 Ride-Sharing Programs Expected Percent of Ride-Sharing Participants: 4 % Item 2 Attachment H-TDM Plan     Packet Pg. 181     Item 2 Attachment I-Paseo Exhibits     Packet Pg. 182     Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e Pa r k i n g S p a c e 37'-4 1/2"3'-0" 21 ' - 0 " 21 ' - 0 " 1'-6"1'-6"1'-6" T W. H . W. H . W. H . W. H . T T Pa r k i n g S p a c e 10 - 0 " x 4 0 ' - 0 " C l r . Re q u i r e d UP 46'-0" 16 ' - 0 " EN T R Y 32 0 0 P A R K B O U L E V A R D PA L O A L T O , C A # 2 0 2 0 - 0 7 7 1 CI T Y R E V I E W MA Y 0 9 , 2 0 2 3 Ar c h i t e c t u r e + P l a n n i n g Th e L e a m i n g t o n B u i l d i n g 18 1 4 F r a n k l i n S t r e e t Su i t e 4 0 0 Oa k l a n d , C A 9 4 6 1 2 51 0 . 2 7 2 . 2 9 1 0 ktg y . c o m EX - 2 PA S E O E X H I B I T Item 2 Attachment I-Paseo Exhibits     Packet Pg. 183     Attachment J: Comparison of Private Street Requirements by Jurisdiction City Garage Door-to-Garage Door dimension Building Face-to-Building Face (2nd/3rd flr) Palo Alto 32’26’ Cupertino 28’24’-6” Menlo Park 28’23’-6” Mountain View 28’24’ San Jose 28’21’ Santa Clara 33’28’ Sunnyvale 30’26’ Item 2 Attachment J-Comparison of Private Street Requirements by Jurisdiction     Packet Pg. 184     Dear City Council Members, Board Members, Commissioners, Mr . Lait, and Ms. Raybould: Given that this development i s one of largest in decades, we believe it is vital that the City Council, Board and Commission members, and City staff address critical problems with the project previously identified with the 3200 Park Boulevard/200 Portage (Fry's site). Some problems that the community pointed out before persist while new ones have emerged, causing us even greater concern. In general, the project: • was negotiated behind closed doors including economic considerations and site planning • destroys a major historic resource important to our cultural, business, and industrial legacies • is largely inconsistent with the NVCAP goals • fails to provide a realistic timeframe and funding plan for the affordable housing • is plagued by a lack of publicly available information • is plagued by a lack of timely notification • is plagued by irregular review processes including proceeding without benefit of DEIR comments and alternatives analysis We ask that the City please: A. Halt any further hearings/meetings on this project until the response to public comments to the DEIR is released. B. Update the project website to include all pertinent documents, including the development agreement with any changes to the development agreement clearly shown. C. Make sure that communications on this and all projects are duly noticed well in advance of the meeting to all interested parties, including those with 600 feet of a proposal as well as those who have signed up for notifications. D. Make sure that the address is consistent throughout the process. E. Address our concerns about the Secretary of Interior’s standards being ignored/avoided with regard to the historic significance of the building and its preservation F. Cease commingling staff and applicant analyses in the future to avoid work boundary issues and the confusion as to the origin of staff recommendations, To support our concerns and justify our requests, we offer the following details. Specifically: 1) The DEIR comment responses are not available. Five months have elapsed since the DEIR comments were submitted . CEQA requires consideration of reasonable alternatives to reduce or eliminate identified impacts, of which there are several. Staff has informed us that they are working on the responses, but City meetings about the project continue even though the DEIR identified significant impacts that we believe have not been addressed according to CEQA requirements. The board and commission meetings proceeding without the DEIR responses is counterproductive and highly irregular . At the last meeting of the Architectural Review Board, members were asked to revie w the proposals without the benefit of response to the Item 2 Attachment K_Written Comments Received     Packet Pg. 185     public comments to the DEIR. We object to the ARB being denied this crucial information . We ask that no further comments or action by any board or commission take place until they and the public see the response to the DEIR. We further ask that recent comments and action by the ARB be reconsidered in light of the upcoming DEIR responses. 2) Procedural Review Irregularities The HRB recommends to the ARB. However, the ARB has been asked to comment on the satisfaction of the Secretary of the Interior’s Standards absent HRB comments stated in motion form, a breach of prescribed protocols. The ARB is not facile with the Standards, which are the purview and expertise of the HRB. Additionally, adequate time needs to be provided between an HRB and ARB meeting so minutes can be prepared for ARB members and the public to understand what has been recommended . 3) The negotiations were held in private . The public has no access to any studies that may or may not have been provided to the Council in conducting the negotiations. For instance, what are the near-term and long-term financial benefits of the Agreement to both the City (the public) and Sobrato? Was an economic study conducted to investigate the viability of a larger amount of retail at the site, or to consider the likely success or failure of such a small (2600 sq. ft) retail space? What study was conducted to determine reuse possibilities for the Cannery Building? What advice was sought that might have led to a better site plan and circulation plan? The public deserves to see those reports and at a minimum to know what studies were provided. 4) The site planning was also done in closed session without public input, withou t advisory Board and Commission input. Why were the affordable housing units not included in the market rate units as is required by City code? Not planning where the affordable units will go or providing details as to mass, scale, and number of units, etc. while asking the ARB to consider other elements of the project makes no sense. There should be visuals showing the entire project. 5) Locating the affordable housing project directly in front of the Cannery presents another significant impact. Situating the affordable housing is in direct conflict with the Secretary of State standards based on what can be read into the proposed site plan and stated intentions . This impact, as we see it, has not been addressed and has been ignored by h aving no responses to the DEIR. 6) Notifications are not being sent in a ccordance with City standards Those within a 600’ radius may or may not be receiving notifications of meetings, but other interested parties, NVCAP Working Group members, and stake holders are not being notified. The notification for the ARB meeting was sent out in the middle of the afternoon on a Wednesday, the day before the 8:30 am meeting on the next day. Notifications should be sent as soon as the meeting date is established along with a link to the staff report once available. In recent correspondence with staff, staff acknowledged this was a concern . How does staff propose to solve the delays in notification? We suggest that no topic be discussed until the notification criteria have been met. The planning department seems short-staffed, and we hope the Council will be addressing this soon . 7) Project notifications and website need to clearly identify the project’s location Item 2 Attachment K_Written Comments Received     Packet Pg. 186     The address most commonly known to the public, such as 200 Portage needs to be included in any notifications for the public to be adequately informed . Some notifications have listed a series of addresses that were never used before to identify the project and that bear no relevance to many if not most interested people. Because the DEIR was not noticed to stakeholders and neighbors under a meaningful and relevant description/address, and because the DEIR was posted generally using unfamiliar addresses, the existence of the DEIR was not discovered until well into the comment period. 8) An applicant’s analysis should not be mingled with the City’s analysis . In the staff report for the prior ARB meeting, both the City’s and the Applicant’s analyses of whether the project satisfies the Secretary of Interior’s Standards were in the same attachment. At a glance, the document appeared to be a product of City staff only . One had to read carefully to distinguish when one analysis ended and the other began. 9) Development scenarios for the Fry’s site put forward by the NVCAP Working Group specifically recommended housing over commercial, and yet the current proposal still emphasizes commercial/office over housing and community serving retail. The preferences of the working group, community members who donated months of service are patently being ignored. 10) The Development Agreement (DA) and other relevant documents are not readily available on the project webpage. Please make all significant and relevant materials available . Public input is stymied because we don't know what the project comprises. Shouldn’t the DA be posted to inform the public? While we understand the applicant is making changes to the DA, we believe the public should have access to the original and amended DA which we believe should be provided as a redline version. The optics are very poor here. Even if obfuscation is not the intent, obfuscation is the result. • If the DA is being changed, how? If the DA is being revised, is what the ARB reviewed consistent with the original or revised DA? • Has Sobrato revised the agreement? If so, by what authority can Sobrato revise the DA without meeting again with Council? Shouldn’t additional discussion be public? Do they respond to the earlier ARB members’ comments that were critical of the site plan? Since those comments, it appears that the ARB purview does not include site planning or circulation or desire to see the Cannery building and its history respected. • Without access to the DA, we the public have no idea how much latitude there is for broader consideration including alternatives that would meet the Secretary of Interior’s standards. If Sobrato is making changes, there must be some latitude but neither the public nor reviewing bodies have been provided with what that latitude might be . Ought not broader considerations beyond what is being presented to the ARB and HRB be studied? Again, the EIR identified impacts. Alternatives that avoid and/or mitigate those impacts to less than significant are required. • If one of the goals of the Draft Agreement is, as was indicated in the initial roll out of the project on Aug 1, 2022, to avoid a lawsuit by helping the applicant achieve a given number of market units, then please acknowledge that fact and let th e land use planning happen in public in accordance with our laws and processes . Why the churn to keep documents and processes hidden? Ultimately, transparency will result in a faster process and yield satisfactory outcomes because the public will have been included. The public will insist anyway, so why not be as transparent as possible? Item 2 Attachment K_Written Comments Received     Packet Pg. 187     • The August 1, 2022, Council meeting announcing the Sobrato agreement made some commitments in the presentation slides. Presumably, those statements were consistent with the negotiated terms. Please confirm. For example, it was said during the meeting that the “remnant” Cannery building (that portion remaining after the proposed demolition of 40% would be rehabilitated consistent with the Secretary of the Interior’s Standards. This is backward. The Secretary of Interior’s standards need to be applied when the historic resource is still intact . The loss of the historically significant Cannery has been consistently underplayed and has never been addressed head on. The Cannery qualifies for historic protection . Why have alternatives that preserve this historic resource been denied a hearing with the HRB and the ARB? Even the commitment to applying the Secretary of Interior’s Standards to the “remnant” building are not being held to as the ARB was even asked if they should be applied given the Cannery would no longer be eligible for the CA Register. 11) The review process is following a piecemeal path The project is being presented to ARB with one or two aspects of the entire proposal being considered at a time, leading to a lack of comprehensive site planning, with no cohesive end product. Please explain why this is the way the review is being put forward . And again, the ARB is being asked to perform the duties of the HRB by commenting on the Secretary of Interior’s compatibility requirements and/or impacts (although not referred to as such) of the housing with/on the Cannery building. 12) Was the PC zoning a stipulation in the Development Agreement (and negotiations)? • Given PCs offer little assurance to the community, how the property might evolve in the future upon expiration of the DA is unknown and will not be known . • We understand that the duration of the Development Agreement is only 10 years . Are there any circumstances under which the DA could be extended? What was the basis for such a short period? What governs the development after the end of 10 years? • By comparison, SOFA’s redevelopment was also complex yet provided clear zoning, development and design standards and guidelines that would govern the future during and beyond the Development Agreement. Will this current DA be adequate to address the future of the site post DA expiration? It appears unlikely, as there are no development or design standards set forth for the ARB to use in reviewing the PC housing development, PC affordable housing development or the commercial/office components of the project. If they exist in the current version of DA, surely, they should be made available for current review . We are concerned, based on what has been presented so far, that there will be little or no provision in the DA to guide the future . The SOFA Plan avoided the PC by creating specific zoning and standards particular to the area and properties. Such measures are not being attempted here even for the few parcels, and the result seems a vague, uncertain future . And we question whether better-informed site planning might avoid non-conformances that have led to application of the PC site-wide. Finally, on page 17 and other places of the draft agreement we found, Section 10.7 is mentioned, i.e., “Owner’s obligations under this Section 10.7 shall survive expiration or earlier termination of this Development Agreement.” 10.7 does not appear to exist, yet it governs some of the terms of the agreement with regard to expiration . Maybe this has already been corrected . https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas- Item 2 Attachment K_Written Comments Received     Packet Pg. 188     minutes/planning-and-transportation-commission/2022/2022-10-11-wip-draft-da-ptc-clean- copy.pdf We hope that you will receive these comments in the manner in which they are intended . We support comprehensive, transparent planning that serves the City and the residents, that satisfies the developer, and that follows already clear and defined processes and adheres to established standards. Thank you. Sincerely, Sheri Furman Becky Sanders Co-Chairs, Palo Alto Neighborhoods Item 2 Attachment K_Written Comments Received     Packet Pg. 189     200 Park Boulevard Project - Planned Community Rezoning Development Program Statement Because The Sobrato Organization ("Sobrato" or the "Owner") is donating significant acreage to the City, its Parcels 1, 3, 4, and 5 will no longer comply with existing City zoning standards, including for example with regard to open space, lot size, and floor area ratio. The City is also interested in restricting the uses of Parcels 1, 3, 4, and 5 to a greater extent than is possible with the use of existing base zoning districts. Accordingly, the following provides Sobrato's Development Program Statement in support of its request for four separate Planned Community Districts that would apply to Parcels 1, 3, 4, and 5 of the 200 Park Boulevard Project. Please see the enclosed Project Description for further information regarding the Project. We understand that the City separately proposes to redesignate the dedication parcel (Parcel 2) to PF. Necessity and Support for Findings Regarding Planned Community District •Parcel 1: Because Sobrato is donating significant acreage to the City, Parcel 1 will no longer comply with existing City zoning standards. Further, approval of Planned Community zoning for Parcel 1 would allow for greater flexibility and excellence in design, and allow the City to restrict use to townhome development. A Comprehensive Plan Amendment would also be processed for Parcel 1, to redesignate the small portion of the site that is currently designated Light Industrial to Multiple Family Residential, consistent with the remainder of the site which is already designated Multiple Family Residential. The Multiple Family Residential designation is consistent with the uses and development standards proposed for the Parcel 1 Planned Community district. •Parcel 3: Because Sobrato is donating significant acreage to the City, Parcel 3 will no longer comply with existing City zoning standards. Approval of Planned Community zoning for Parcel 3 will also allow retail use in the Cannery Building and allow the City to restrict the remainder of its use to R&D, as existing commercial zones all allow greater flexibility. A Comprehensive Plan Amendment to the Service Commercial Designation would also be processed for Parcel 3, along with a minor text amendment for the designation, which would make the Parcel 3 Planned Community district consistent with the Comprehensive Plan. •Parcel 4: Because Sobrato is donating significant acreage to the City, Parcel 4 will no longer comply with existing City zoning standards. Further, approval of Planned Community zoning for Parcel 4 will allow the City to restrict use to office, as existing commercial zones all allow great flexibility. A Comprehensive Plan Amendment to the Service Commercial Designation would also be processed for Parcel 4, along with a minor text amendment for the designation, which would make the Parcel 4 Planned Community district consistent with the Comprehensive Plan. •Parcel 5: Because Sobrato is donating significant acreage to the City, Parcel 5 will no longer comply with existing City zoning standards. Further, approval of Planned Community zoning for Parcel 5 will allow the City to restrict use to R&D use, as existing commercial zones all allow great flexibility. A Comprehensive Plan Amendment to the Item 2 Attachment L- Development Program Statement     Packet Pg. 190     2 #177083191_v3 Service Commercial Designation would also be processed for Parcel 5, along with a minor text amendment for the designation, which would make the Parcel 5 Planned Community district consistent with the Comprehensive Plan. Permitted Uses in Each District •Parcel 1: Restricted to 74 townhomes and all associated improvements including landscaping, parking, and circulation elements. Development would consist of the following, and sales prices would be market rate: •Parcel 3: Restricted to R&D use and up to 2,600 square feet of retail use, and all associated improvements including landscaping, a 2-story parking garage, and circulation elements •Parcel 4: Restricted to office use •Parcel 5: Restricted to R&D use Development Plan Please see the enclosed plan set submitted for the Project's Major Architectural Review as well as its Planned Community Rezoning, which satisfies the requirements for a Development Plan contained in Palo Alto Zoning Code Section 18.38.090. Development Schedule With regard to Parcels 4 and 5, the Project does not propose any development, and the sole change at this time is associated with the uses permitted within the existing structures. The uses noted above would be permitted as of the effective date of the Project's Development Agreement, subject to all applicable provisions of the Development Agreement. With regard to Parcels 1 and 3, development will occur as described in the Phasing Plan contained in the Project's Development Agreement. The first phase (beginning with the submission of applications for permits) will commence within 90 days of the Development Agreement's effective date, with remaining phases progressing as specified in the Phasing Plan. The townhomes will be constructed at the time dictated by the market, and subject to further applicable provisions of the Development Agreement regarding the length of its term and the City's remedies in the event of non-construction. Please see the Development Agreement for further details. Item 2 Attachment L- Development Program Statement     Packet Pg. 191     If you need assistance reviewing the above documents, please contact the Project Planner or call the Planner-on-Duty at 650-617-3117 or email planner@cityofpaloalto.org Attachment M Project Plans In order to reduce paper consumption, a limited number of hard copy project plans are provided to Boardmembers for their review. The same plans are available to the public, at all hours of the day, via the following online resources. Environmental Document An Environmental Impact Report has been prepared for the 200 Portage Avenue Townhome Project in accordance with the authority and criteria of the California Environmental Quality Act. The 3200 Park Boulevard Development Agreement was evaluated as Alternative 3 in the EIR. This document was made available for a 60-day circulation period beginning September 16, 2022 and ending on November 15, 2022. A Revised Final EIR was made available on June 2, 2023. Directions to review Project plans and environmental documents online: 1. Go to: bit.ly/PApendingprojects 2. Scroll down to find “200 Portage Avenue” or “3200 Park Boulevard” and click the address link 3. On these webpages you will find a link to the project plans for the 200 Portage Avenue Townhome Project and the 3200 Park Boulevard Development Agreement Alternative accordingly. As well as other important information Direct Link to 200 Portage Avenue Townhome Project Webpage: https://www.cityofpaloalto.org/News-Articles/Planning-and-Development-Services/200-Portage- Avenue Direct link to the 3200 Park Boulevard Development Agreement Alternative Webpage: https://www.cityofpaloalto.org/News-Articles/Planning-and-Development-Services/3200-Park- Boulevard Item 2 Attachment M- Architectural Plans and Environmental Documents     Packet Pg. 192     Item No. 4. Page 1 of 1 Planning & Transportation Commission Staff Report From: Jonathan Lait, Planning and Development Services Director Lead Department: Planning and Development Services Meeting Date: July 26, 2023 Report #: 2307-1760 TITLE Approval of Planning & Transportation Commission Draft Verbatim & Summary Minutes of June 28, 2023 RECOMMENDATION Staff recommends that the Planning & Transportation Commission (PTC) adopt the meeting minutes. BACKGROUND Draft verbatim and summary minutes from the June 28, 2023 Planning and Transportation Commission (PTC) meeting was made available to the Commissioners prior to the July 26, 2023 meeting date. The draft PTC minutes can be viewed online on the City’s website at bit.ly/PaloAltoPTC. ATTACHMENTS There are no attachments. AUTHOR/TITLE: Veronica Dao, Administrative Associate Item 4 Staff Report     Packet Pg. 193